Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Jul. 25, 2014 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'SYNCHRONOSS TECHNOLOGIES INC | ' |
Entity Central Index Key | '0001131554 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Jun-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 41,838,908 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $66,940 | $63,512 |
Marketable securities | 13,540 | 9,105 |
Accounts receivable, net of allowance for doubtful accounts of $321 and $237 at June 30, 2014 and December 31, 2013, respectively | 86,681 | 64,933 |
Prepaid expenses and other assets | 24,705 | 19,451 |
Deferred tax assets | 3,780 | 4,626 |
Total current assets | 195,646 | 161,627 |
Marketable securities | 3,582 | 4,988 |
Property and equipment, net | 102,696 | 106,106 |
Goodwill | 140,282 | 137,743 |
Intangible assets, net | 99,808 | 101,963 |
Deferred tax assets | 4,150 | 4,210 |
Other assets | 9,413 | 10,382 |
Total assets | 555,577 | 527,019 |
Current liabilities: | ' | ' |
Accounts payable | 7,976 | 9,528 |
Accrued expenses | 29,264 | 37,919 |
Deferred revenues | 12,279 | 15,372 |
Contingent consideration obligation | 6,616 | 22 |
Total current liabilities | 56,135 | 62,841 |
Lease financing obligation - long-term | 9,258 | 9,252 |
Contingent consideration obligation - long-term | ' | 4,468 |
Other liabilities | 3,577 | 2,819 |
Stockholders' equity: | ' | ' |
Preferred stock, $0.0001 par value; 10,000 shares authorized, 0 shares issued and outstanding at June 30, 2014 and December 31, 2013 | ' | ' |
Common stock, $0.0001 par value; 100,000 shares authorized, 45,565 and 44,456 shares issued; 41,798 and 40,663 outstanding at June 30, 2014 and December 31, 2013, respectively | 4 | 4 |
Treasury stock, at cost (3,767 and 3,793 shares at June 30, 2014 and December 31, 2013, respectively) | -66,770 | -67,104 |
Additional paid-in capital | 415,827 | 393,644 |
Accumulated other comprehensive loss | -221 | -723 |
Retained earnings | 137,767 | 121,818 |
Total stockholders' equity | 486,607 | 447,639 |
Total liabilities and stockholders' equity | $555,577 | $527,019 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Per Share data, unless otherwise specified | ||
CONSOLIDATED BALANCE SHEETS | ' | ' |
Accounts receivable, allowance for doubtful accounts (in dollars) | $321 | $237 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 100,000 | 100,000 |
Common stock, shares issued | 45,565 | 44,456 |
Common stock, shares outstanding | 41,798 | 40,663 |
Treasury stock, shares | 3,767 | 3,793 |
CONSOLIDATED_STATEMENTS_OF_INC
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME | ' | ' | ' | ' |
Net revenues | $103,451 | $83,848 | $201,928 | $162,124 |
Costs and expenses: | ' | ' | ' | ' |
Cost of services | 41,290 | 35,527 | 81,269 | 67,658 |
Research and development | 17,305 | 16,358 | 32,845 | 33,076 |
Selling, general and administrative | 17,149 | 14,943 | 34,274 | 29,595 |
Net change in contingent consideration obligation | 115 | 1,743 | 1,326 | 2,176 |
Restructuring charges | ' | ' | ' | 5,172 |
Depreciation and amortization | 13,758 | 9,610 | 26,024 | 18,579 |
Total costs and expenses | 89,617 | 78,181 | 175,738 | 156,256 |
Income from operations | 13,834 | 5,667 | 26,190 | 5,868 |
Interest income | 62 | 197 | 111 | 283 |
Interest expense | -279 | -247 | -699 | -479 |
Other income | 256 | 301 | 1,052 | 43 |
Income before income tax expense | 13,873 | 5,918 | 26,654 | 5,715 |
Income tax expense | -5,509 | -2,506 | -10,705 | -1,827 |
Net income | 8,364 | 3,412 | 15,949 | 3,888 |
Net income per common share: | ' | ' | ' | ' |
Basic (in dollars per share) | $0.21 | $0.09 | $0.40 | $0.10 |
Diluted (in dollars per share) | $0.20 | $0.09 | $0.39 | $0.10 |
Weighted-average common shares outstanding: | ' | ' | ' | ' |
Basic (in shares) | 40,139 | 38,551 | 39,961 | 38,368 |
Diluted (in shares) | 40,978 | 39,523 | 40,878 | 39,367 |
Comprehensive income (loss) | $7,867 | ($795) | $16,451 | ($2,796) |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Operating activities: | ' | ' |
Net income | $15,949 | $3,888 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ' | ' |
Depreciation and amortization expense | 26,024 | 18,579 |
Loss on disposal of asset | ' | 32 |
Amortization of bond premium | 166 | 149 |
Deferred income taxes | 2,128 | -1,137 |
Non-cash interest on leased facility | 460 | 462 |
Stock-based compensation | 12,682 | 11,040 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable, net of allowance for doubtful accounts | -21,806 | 985 |
Prepaid expenses and other current assets | -3,913 | 807 |
Other assets | 933 | -444 |
Accounts payable | -2,220 | 3,364 |
Accrued expenses | -10,095 | -8,658 |
Contingent consideration obligation | 2,127 | 2,672 |
Excess tax benefit from the exercise of stock options | -1,224 | ' |
Other liabilities | 1,152 | 511 |
Deferred revenues | -3,160 | 1,082 |
Net cash provided by operating activities | 19,203 | 33,332 |
Investing activities: | ' | ' |
Purchases of fixed assets | -15,672 | -37,728 |
Purchases of marketable securities available-for-sale | -4,070 | -3,496 |
Maturities of marketable securities available-for-sale | 880 | 9,391 |
Business acquired, net of cash | -6,322 | ' |
Net cash used in investing activities | -25,184 | -31,833 |
Financing activities: | ' | ' |
Proceeds from the exercise of stock options | 7,870 | 10,630 |
Excess tax benefit from the exercise of stock options | 1,224 | ' |
Proceeds from the sale of treasury stock in connection with an employee stock purchase plan | 740 | 670 |
Repayments of capital obligations | -618 | -910 |
Net cash provided by financing activities | 9,216 | 10,390 |
Effect of exchange rate changes on cash | 193 | -1,713 |
Net increase in cash and cash equivalents | 3,428 | 10,176 |
Cash and cash equivalents at beginning of period | 63,512 | 36,028 |
Cash and cash equivalents at end of period | 66,940 | 46,204 |
Supplemental disclosures of cash flow information: | ' | ' |
Cash paid for income taxes | $10,275 | $1,047 |
Description_of_Business
Description of Business | 6 Months Ended |
Jun. 30, 2014 | |
Description of Business | ' |
Description of Business | ' |
1. Description of Business | |
Synchronoss Technologies, Inc. (the "Company" or "Synchronoss") is a mobile innovation company that provides cloud solutions and software-based activation for connected devices globally. Such services include intelligent connectivity management and content synchronization, backup and sharing, as well as device and service procurement, provisioning, activation, support, that enable communications service providers (“CSPs”), cable operators/multi-services operators (“MSOs”), original equipment manufacturers (“OEMs”) with embedded connectivity (e.g. smartphones, laptops, tablets and mobile Internet devices, such as automobiles, wearables for personal health and wellness, and connected homes), multi-channel retailers and other customers to accelerate and monetize their go-to-market strategies for connected devices. This includes automating subscriber activation, order management, upgrades, service provisioning and connectivity and content management from any sales channel to any communication service (wireless or wireline), across any connected device type and managing the content transfer, synchronization and share. The Company’s global solutions touch all aspects of connected devices on the mobile Internet. | |
The Company’s Synchronoss Personal Cloud™ solution targets individual consumers while the Synchronoss WorkSpace™ solution focuses on providing a secure, integrated file sharing and collaboration solution for small and medium businesses. In addition, the Company’s Integrated Life™ platform is specifically designed to power the activation of the devices and technologies that seamlessly connect today’s consumer and leverage the Company’s cloud assets to manage these devices and contents associated with them. The Integrated Life™ platform enables Synchronoss to drive a natural extension of its mobile activations and cloud services with leading wireless networks around the world to link other non-traditional devices (i.e., automobiles, wearables for personal health and wellness, and connected homes). | |
The Company’s Activation Services, Synchronoss Personal Cloud™, Synchronoss WorkSpace™, and Synchronoss Integrated Life™ platforms provide end-to-end seamless integration between customer-facing channels/applications, communication services, or devices and “back-office” infrastructure-related systems and processes. The Company’s customers rely on Synchronoss’ solutions and technology to automate the process of activation and content and settings management for their customers’ devices while delivering additional communication services. The Synchronoss Integrated Life™ platform brings together the capabilities of device/service activation with content and settings management to provide a seamless experience of activating and managing non-traditional devices. The Company’s platforms also support automated customer care processes through use of accurate and effective speech processing technology and enable the Company’s customers to offer their subscribers the ability to store in and retrieve from the Cloud their personal and work content and data to their connected mobile devices, such as personal computers, smartphones and tablets. The Company’s platforms are designed to be carrier-grade, high availability, flexible and scalable to enable multiple converged communication services to be managed across multiple distribution channels, including e-commerce, m-commerce, telesales, customer stores, indirect and other retail outlets, allowing Synchronoss to meet the rapidly changing and converging services and connected devices offered by the Company’s customers. The Company enables its customers to acquire, retain and service subscribers quickly, reliably and cost-effectively by enabling backup, restore, synchronization and sharing of subscriber content. Through the use of the Company’s platforms, customers can simplify the processes associated with managing the customer experience for procuring, activating, connecting, backing-up, synchronizing and social media and enterprise-wide sharing/collaboration connected devices and contents from these devices and associated services. The extensibility, scalability, reliability and relevance of the Company’s platforms enable new revenue streams and retention opportunities for customers through new subscriber acquisitions, sale of new devices, accessories and new value-added service offerings in the Cloud, while optimizing their cost of operations and enhancing customer experience. The Company currently operates in and markets its solutions and services directly through its sales organizations in North America, Europe and Asia-Pacific. | |
The Company’s industry-leading customers include Tier 1 mobile service providers such as AT&T Inc., Verizon Wireless, Vodafone, Orange, Sprint, Telstra and U.S. Cellular, Tier 1 cable operators/MSOs and wireline operators like AT&T Inc., Comcast, Cablevision, Charter, CenturyLink, Mediacom and Level 3 Communications and large OEMs such as Apple and Ericsson. These customers utilize the Company’s platforms, technology and services to service both consumer and business customers. | |
Basis_of_Presentation_and_Cons
Basis of Presentation and Consolidation | 6 Months Ended |
Jun. 30, 2014 | |
Basis of Presentation and Consolidation | ' |
Basis of Presentation and Consolidation | ' |
2. Basis of Presentation and Consolidation | |
For further information about the Company’s basis of presentation and consolidation or its significant accounting policies, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2013. | |
Impact of Recently Issued Accounting Standards | |
In May 2014, The Financial Accounting Standards Board (“FASB”) and the International Accounting Standards Board (“IASB”) (collectively, the “Boards”) jointly issued a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under US GAAP and IFRS. The standard’s core principle (issued as ASU 2014-09 by the FASB and as IFRS 15 by the IASB), is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The new guidance must be adopted using either a full retrospective approach for all periods presented in the period of adoption or a modified retrospective approach. The effective date is fiscal years beginning after December 15, 2016. Early application is not permitted. The Company is currently evaluating the methods of adoption and the impact that this ASU will have on its financial statements. | |
Earnings_per_Common_Share
Earnings per Common Share | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Earnings per Common Share | ' | |||||||||||||
Earnings per Common Share | ' | |||||||||||||
3. Earnings per Common Share | ||||||||||||||
Basic earnings per share is calculated by using the weighted-average number of common shares outstanding during the period. The diluted earnings per share calculation is based on the weighted-average number of shares of common stock outstanding adjusted for the number of additional shares that would have been outstanding had all potentially dilutive common shares been issued. Potentially dilutive shares of common stock include stock options and non-vested share awards. The dilutive effects of stock options and restricted stock awards are based on the treasury stock method. The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income attributable to common stockholders per common share. Stock options that are anti-dilutive and excluded from the following table totaled 1,508 and 1,477 for the three months ended June 30, 2014 and 2013, respectively, and 1,329 and 1,434 for the six months ended June 30, 2014 and 2013, respectively. | ||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Numerator: | ||||||||||||||
Net income attributable to common stockholders | $ | 8,364 | $ | 3,412 | $ | 15,949 | $ | 3,888 | ||||||
Denominator: | ||||||||||||||
Weighted average common shares outstanding — basic | 40,139 | 38,551 | 39,961 | 38,368 | ||||||||||
Dilutive effect of: | ||||||||||||||
Options and unvested restricted shares | 839 | 972 | 917 | 999 | ||||||||||
Weighted average common shares outstanding — diluted | 40,978 | 39,523 | 40,878 | 39,367 | ||||||||||
Fair_Value_Measurements_of_Ass
Fair Value Measurements of Assets and Liabilities | 6 Months Ended | |||||||||
Jun. 30, 2014 | ||||||||||
Fair Value Measurements of Assets and Liabilities | ' | |||||||||
Fair Value Measurements of Assets and Liabilities | ' | |||||||||
4. Fair Value Measurements of Assets and Liabilities | ||||||||||
The Company classifies marketable securities as available-for-sale. The fair value hierarchy established in the guidance adopted by the Company prioritizes the inputs used in valuation techniques into three levels as follows: | ||||||||||
· | Level 1 – Observable inputs – quoted prices in active markets for identical assets and liabilities; | |||||||||
· | Level 2 – Observable inputs – other than the quoted prices in active markets for identical assets and liabilities – includes quoted prices for similar instruments, quoted prices for identical or similar instruments in inactive markets, and amounts derived from valuation models where all significant inputs are observable in active markets; and | |||||||||
· | Level 3 – Unobservable inputs – includes amounts derived from valuation models where one or more significant inputs are unobservable and require the Company to develop relevant assumptions. | |||||||||
The following is a summary of assets and liabilities held by the Company and their related classifications under the fair value hierarchy: | ||||||||||
30-Jun-14 | 31-Dec-13 | |||||||||
Level 1 (A) | $ | 72,350 | $ | 68,911 | ||||||
Level 2 (B) | 11,712 | 8,694 | ||||||||
Level 3 (C) | -6,616 | -4,490 | ||||||||
Total | $ | 77,446 | $ | 73,115 | ||||||
(A) | Level 1 assets include money market funds and enhanced income money market funds which are classified as cash equivalents and marketable securities, respectively. | |||||||||
(B) | Level 2 assets include certificates of deposit, municipal bonds and corporate bonds which are classified as marketable securities. | |||||||||
(C) | Level 3 liabilities include the contingent consideration obligation. | |||||||||
The Company utilizes the market approach to measure fair value for its financial assets. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets. The Company's marketable securities investments classified as Level 2 primarily utilize broker quotes in a non-active market for valuation of these securities. No transfers of assets between Level 1 and Level 2 of the fair value measurement hierarchy occurred during the six months ended June 30, 2014. | ||||||||||
The aggregate fair value of available-for-sale securities and aggregate amount of unrealized gains and losses for available-for-sale securities at June 30, 2014 were as follows: | ||||||||||
Aggregate Amount of | ||||||||||
Aggregate | Unrealized | |||||||||
Fair Value | Gains | Losses | ||||||||
Due in one year or less | $ | 13,540 | $ | 12 | $ | -34 | ||||
Due after one year, less than five years | 3,582 | 10 | — | |||||||
$ | 17,122 | $ | 22 | $ | -34 | |||||
The aggregate fair value of available-for-sale securities and aggregate amount of unrealized gains and losses for available-for-sale securities at December 31, 2013 were as follows: | ||||||||||
Aggregate Amount of | ||||||||||
Aggregate | Unrealized | |||||||||
Fair Value | Gains | Losses | ||||||||
Due in one year or less | $ | 9,105 | $ | 5 | $ | -32 | ||||
Due after one year, less than five years | 4,988 | 11 | -2 | |||||||
$ | 14,093 | $ | 16 | $ | -34 | |||||
Unrealized gains and losses are reported as a component of accumulated other comprehensive loss in stockholders' equity. The cost of securities sold is based on the specific identification method. The Company evaluates investments with unrealized losses to determine if the losses are other than temporary. The Company has determined that the gross unrealized losses at June 30, 2014 and December 31, 2013 are temporary. In making this determination, the Company considered the financial condition, credit ratings and near-term prospects of the issuers, the underlying collateral of the investments, and the magnitude of the losses as compared to the cost and the length of time the investments have been in an unrealized loss position. Additionally, while the Company classifies the securities as available-for-sale, the Company does not currently intend to sell such investments and it is more likely than not to recover the carrying value prior to being required to sell such investments. | ||||||||||
The Company determined the fair value of the contingent consideration obligation using the probability-weighted income approach derived from quarterly revenue estimates and a probability assessment with respect to the likelihood of achieving the various performance criteria. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement. The significant unobservable inputs used in the fair value measurement of the Company's contingent consideration obligation are the probabilities of achieving certain financial targets and contractual milestones. Significant increases (decreases) in any of those probabilities in isolation may result in a higher (lower) fair value measurement. No changes in valuation techniques occurred during the six months ended June 30, 2014. | ||||||||||
The changes in fair value of the Company’s Level 3 contingent consideration obligation during the six months ended June 30, 2014 were as follows: | ||||||||||
Level 3 | ||||||||||
Balance at December 31, 2013 | $ | 4,490 | ||||||||
Fair value adjustment to contingent consideration obligation included in net income | 1,326 | |||||||||
Earn-out compensation due to Strumsoft employees | 800 | |||||||||
Balance at June 30, 2014 | $ | 6,616 | ||||||||
Acquisition
Acquisition | 6 Months Ended |
Jun. 30, 2014 | |
Acquisition | ' |
Acquisition | ' |
5. Acquisition | |
Digi-Data Corporation (“Digi-Data”) | |
On May 12, 2014, the Company acquired certain assets and workforce from Digi-Data, a U.S. company, for total consideration of $6.3 million. | |
The Company accounted for this business combination by applying the acquisition method, and accordingly, the purchase price was allocated to the tangible assets acquired and liabilities assumed based upon their fair values at the acquisition date. The excess of the purchase price over the net tangible assets and liabilities, approximately $2.9 million, was recorded as goodwill, which is not tax deductible, with the remaining preliminary purchase price attributed to technology and customer relationships. | |
The Company believes that the assets and workforce acquired from Digi-Data will expedite the Company’s integration of broadband technologies into the Company’s wireless cloud offerings. | |
Stockholders_Equity
Stockholders' Equity | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Stockholders' Equity | ' | ||||||||||||
Stockholders' Equity | ' | ||||||||||||
6. Stockholders’ Equity | |||||||||||||
Stock Options | |||||||||||||
The Company uses the Black-Scholes option pricing model for determining the estimated fair value for stock-based awards. The weighted-average assumptions used in the Black-Scholes option pricing model are as follows: | |||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||
Expected stock price volatility | 49 | % | 65 | % | 58 | % | 66 | % | |||||
Risk-free interest rate | 1.27 | % | 0.84 | % | 1.43 | % | 0.85 | % | |||||
Expected life of options (in years) | 4.20 | 4.40 | 4.25 | 4.45 | |||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | 0 | % | |||||
The weighted-average fair value (as of the date of grant) of the options was $12.02 and $15.84 per share for the three months ended June 30, 2014 and 2013, respectively and $14.59 and $15.76 per share for the six months ended June 30, 2014 and 2013, respectively. During the three months ended June 30, 2014 and 2013, the Company recorded total pre-tax stock-based compensation expense of $6.8 million ($4.5 million after tax or $0.11 per diluted share) and $6.1 million ($4.0 million after tax or $0.10 per diluted share), respectively, which includes the fair value for equity awards issued after January 1, 2006. During the six months ended June 30, 2014 and 2013, the Company recorded total pre-tax stock-based compensation expense of $12.7 million ($8.4 million after tax or $0.20 per diluted share) and $11.0 million ($7.3 million after tax or $0.19 per diluted share), respectively, which includes the fair value for equity awards issued after January 1, 2006. The total stock-based compensation cost related to non-vested equity awards not yet recognized as an expense as of June 30, 2014 was approximately $53.5 million. That cost is expected to be recognized over a weighted-average period of approximately 2.83 years. | |||||||||||||
The following table summarizes information about stock options outstanding as of June 30, 2014: | |||||||||||||
Weighted- | |||||||||||||
Average | |||||||||||||
Weighted- | Remaining | Aggregate | |||||||||||
Number of | Average | Contractual | Intrinsic | ||||||||||
Options | Options | Exercise Price | Term (Years) | Value | |||||||||
Outstanding at December 31, 2013 | 3,315 | $ | 23.97 | ||||||||||
Options Granted | 774 | 31.33 | |||||||||||
Options Exercised | -398 | 19.77 | |||||||||||
Options Cancelled | -92 | 29.05 | |||||||||||
Outstanding at June 30, 2014 | 3,599 | $ | 25.90 | 4.41 | $ | 33,009 | |||||||
Vested or expected to vest at June 30, 2014 | 3,335 | $ | 25.53 | 4.27 | $ | 31,856 | |||||||
Exercisable at June 30, 2014 | 2,068 | $ | 22.79 | 3.31 | $ | 25,549 | |||||||
A summary of the Company’s non-vested restricted stock at June 30, 2014, and changes during the six months ended June 30, 2014, is presented below: | |||||||||||||
Number of | |||||||||||||
Non-Vested Restricted Stock | Awards | ||||||||||||
Non-vested at December 31, 2013 | 1,120 | ||||||||||||
Granted | 806 | ||||||||||||
Vested | -339 | ||||||||||||
Forfeited | -89 | ||||||||||||
Non-vested at June 30, 2014 | 1,498 | ||||||||||||
Employee Stock Purchase Plan | |||||||||||||
On February 1, 2012, the Company established a ten year Employee Stock Purchase Plan (“ESPP” or the “Plan”) for certain eligible employees. The Plan is to be administered by the Company’s Board of Directors. The total number of shares available for purchase under the Plan is 500 thousand shares of the Company’s Common Stock. Employees participate over a six month period through payroll withholdings and may purchase, at the end of the six month period, the Company’s Common Stock at the lower of 85% of the fair market value on the first day of the offering period or the fair market value on the purchase date. No participant will be granted a right to purchase Common Stock under the Plan if such participant would own more than 5% of the total combined voting power of the Company. In addition, no participant may purchase more than one thousand shares of Common Stock within any purchase period. | |||||||||||||
The expected life of ESPP shares is the average of the remaining purchase period under each offering period. The weighted-average assumptions used to value employee stock purchase rights are as follows: | |||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||
Expected stock price volatility | 63 | % | 66 | % | 64 | % | 67 | % | |||||
Risk-free interest rate | 0.07 | % | 0.13 | % | 0.08 | % | 0.14 | % | |||||
Expected life (in years) | 0.50 | 0.50 | 0.50 | 0.50 | |||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | 0 | % | |||||
During the three months ended June 30, 2014 and 2013, the Company recorded $156 thousand and $151 thousand, respectively, of compensation expense related to the ESPP. During the six months ended June 30, 2014 and 2013, the Company recorded $355 thousand and $329 thousand, respectively, of compensation expense related to the ESPP. During the six months ended June 30, 2014 and 2013, the Company sold a total of 27 and 35 shares, respectively, of its Treasury Stock pursuant to purchases under its ESPP Plan. There were no shares sold during the three months ended June 30, 2014 and 2013. Cash received from purchases through the ESPP Plan during the six months ended June 30, 2014 and 2013, was approximately $740 thousand and $670 thousand, respectively, and is included within the financing activities section of the consolidated statements of cash flows. The total unrecognized compensation expense related to the ESPP as of June 30, 2014 was approximately $79 thousand, which is expected to be recognized over the remainder of the offering period. | |||||||||||||
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income (Loss) | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Accumulated Other Comprehensive Income (Loss). | ' | ||||||||||||
Accumulated Other Comprehensive Income (Loss) | ' | ||||||||||||
7. Accumulated Other Comprehensive Income (Loss) | |||||||||||||
Comprehensive income (loss) was as follows: | |||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||
Net income | $ | 8,364 | $ | 3,412 | $ | 15,949 | $ | 3,888 | |||||
Translation adjustments. | -497 | -4,188 | 498 | -6,663 | |||||||||
Unrealized gain (loss) on securities, (net of tax) | — | -19 | 4 | -21 | |||||||||
Total other comprehensive income (loss) | $ | 7,867 | $ | -795 | $ | 16,451 | $ | -2,796 | |||||
The changes in accumulated other comprehensive income (loss) during the six months ended June 30, 2014, are as follows, net of tax: | |||||||||||||
Unrealized | |||||||||||||
Holding Gains on | |||||||||||||
Foreign | Available-for-Sale | ||||||||||||
Currency | Securities | Total | |||||||||||
Balance at December 31, 2013 | $ | -712 | $ | -11 | $ | -723 | |||||||
Other comprehensive income | 498 | 4 | 502 | ||||||||||
Total other comprehensive income (loss) | 498 | 4 | 502 | ||||||||||
Balance at June 30, 2014 | $ | -214 | $ | -7 | $ | -221 | |||||||
Goodwill
Goodwill | 6 Months Ended | |||
Jun. 30, 2014 | ||||
Goodwill. | ' | |||
Goodwill | ' | |||
8. Goodwill | ||||
The Company recorded Goodwill which represents the excess of the purchase price over the fair value of assets acquired, including other definite-lived intangible assets. Goodwill is not amortized, but reviewed annually for impairment or upon the occurrence of events or changes in circumstances that would more likely than not reduce the fair value of the reporting unit below its carrying amount. | ||||
The changes in Goodwill during the six months ended June 30, 2014 are as follows: | ||||
Balance at December 31, 2013 | $ | 137,743 | ||
Acquisitions | 2,934 | |||
Reclassifications, adjustments and other | -1,287 | |||
Translation adjustments | 892 | |||
Balance at June 30, 2014 | $ | 140,282 | ||
The reclassification adjustment of $1.3 million is primarily related to an increase in the Company’s deferred taxes in connection with a foreign tax election. | ||||
Credit_Facility
Credit Facility | 6 Months Ended |
Jun. 30, 2014 | |
Credit Facility. | ' |
Credit Facility | ' |
9. Credit Facility | |
In September 2013, the Company entered into a Credit Agreement (the “Credit Facility”) with JP Morgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, National Association, as syndication agent and Capital One, National Association and KeyBank National Association, as co-documentation agents. The Credit Facility, which will be used for general corporate purposes, is a $100 million unsecured revolving line of credit that matures on September 27, 2018. The Company pays a commitment fee of 25 basis points on the unused balance of the revolving credit facility under the Credit Agreement. Commitment fees totaled approximately $125 thousand during the period ended June 30, 2014. Synchronoss has the right to request an increase in the aggregate principal amount of the Credit Facility to $150 million. As of June 30, 2014, Synchronoss has not drawn down any funds under the Credit Facility. | |
On July 2, 2014, the Company borrowed $40 million under the Credit Facility to fund acquisitions and capital asset purchases. Interest on the borrowing is based upon LIBOR plus a 175 basis point margin. | |
The Credit Facility is subject to certain financial covenants. As of June 30, 2014, the Company was in compliance with all required covenants and there were no outstanding balances on the Credit Facility. | |
Legal_Matters
Legal Matters | 6 Months Ended |
Jun. 30, 2014 | |
Legal Matters | ' |
Legal Matters | ' |
10. Legal Matters | |
The Company’s 2011 acquisition agreement with Miyowa SA provided that former shareholders of Miyowa SA would be eligible for earn-out payments, to the extent specified business milestones were achieved following the acquisition. In December 2013, Eurowebfund and Bakamar, two former shareholders of Miyowa SA, filed a complaint against the Company in the Commercial Court of Paris, France claiming that they are entitled to certain earn-out payments under the acquisition agreement. The Company was served with a copy of this complaint in January 2014. The Company believes Miyowa SA failed to meet the criteria required for it to pay the claimed amounts and that no earn-out payments are owed. Although the Company cannot predict the outcome of the lawsuit due to the inherent uncertainties of litigation, it believes the positions of Eurowebfund and Bakamar are without merit, and the Company intends to vigorously defend against all claims brought by them. | |
The Company is not currently subject to any legal proceedings that could have a material adverse effect on its operations; however, it may from time to time become a party to various legal proceedings arising in the ordinary course of its business. The Company is currently the plaintiff in several patent infringement cases. The defendants in several of these cases have filed counterclaims. Although the Company cannot predict the outcome of the cases at this time due to the inherent uncertainties of litigation, the Company continues to pursue its claims and believes that the counterclaims are without merit, and the Company intends to defend all of such counterclaims. | |
Subsequent_Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events | ' |
Subsequent Events | ' |
11. Subsequent Events | |
On July 11, 2014, the Company acquired 100% of the capital stock of Voxmobili (“Vox”), a French company, for cash consideration of $26.0 million, subject to certain working capital adjustments. The Company believes that this acquisition will enable its position as the leading provider of personal cloud solutions to the world’s largest mobile operators. | |
On July 2, 2014, the Company acquired certain assets, liabilities and workforce from Clarity OSS Limited (“Clarity”), an Australian company, for cash consideration of $6.0 million ($6.3 million AUD), net of liabilities assumed. The Company believes that the assets and workforce acquired from Clarity will assist the Company’s access to new markets in the Asia Pacific region. | |
Since these acquisitions occurred subsequent to June 30, 2014, they are not included in the results of operations for any of the periods presented. In addition, the preliminary purchase price allocations are not yet available. | |
Earnings_per_Common_Share_Tabl
Earnings per Common Share (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Earnings per Common Share | ' | |||||||||||||
Schedule of reconciliation of the numerator and denominator used in computing basic and diluted net income attributable to common stockholders per common share | ' | |||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Numerator: | ||||||||||||||
Net income attributable to common stockholders | $ | 8,364 | $ | 3,412 | $ | 15,949 | $ | 3,888 | ||||||
Denominator: | ||||||||||||||
Weighted average common shares outstanding — basic | 40,139 | 38,551 | 39,961 | 38,368 | ||||||||||
Dilutive effect of: | ||||||||||||||
Options and unvested restricted shares | 839 | 972 | 917 | 999 | ||||||||||
Weighted average common shares outstanding — diluted | 40,978 | 39,523 | 40,878 | 39,367 | ||||||||||
Fair_Value_Measurements_of_Ass1
Fair Value Measurements of Assets and Liabilities (Tables) | 6 Months Ended | |||||||||
Jun. 30, 2014 | ||||||||||
Fair Value Measurements of Assets and Liabilities | ' | |||||||||
Schedule of assets and liabilities held and their related classifications under the fair value hierarchy | ' | |||||||||
30-Jun-14 | 31-Dec-13 | |||||||||
Level 1 (A) | $ | 72,350 | $ | 68,911 | ||||||
Level 2 (B) | 11,712 | 8,694 | ||||||||
Level 3 (C) | -6,616 | -4,490 | ||||||||
Total | $ | 77,446 | $ | 73,115 | ||||||
(A) | Level 1 assets include money market funds and enhanced income money market funds which are classified as cash equivalents and marketable securities, respectively. | |||||||||
(B) | Level 2 assets include certificates of deposit, municipal bonds and corporate bonds which are classified as marketable securities. | |||||||||
(C) | Level 3 liabilities include the contingent consideration obligation. | |||||||||
Schedule of aggregate fair value of available-for-sale securities and aggregate amount of unrealized gains and losses for available-for-sale securities | ' | |||||||||
The aggregate fair value of available-for-sale securities and aggregate amount of unrealized gains and losses for available-for-sale securities at June 30, 2014 were as follows: | ||||||||||
Aggregate Amount of | ||||||||||
Aggregate | Unrealized | |||||||||
Fair Value | Gains | Losses | ||||||||
Due in one year or less | $ | 13,540 | $ | 12 | $ | -34 | ||||
Due after one year, less than five years | 3,582 | 10 | — | |||||||
$ | 17,122 | $ | 22 | $ | -34 | |||||
The aggregate fair value of available-for-sale securities and aggregate amount of unrealized gains and losses for available-for-sale securities at December 31, 2013 were as follows: | ||||||||||
Aggregate Amount of | ||||||||||
Aggregate | Unrealized | |||||||||
Fair Value | Gains | Losses | ||||||||
Due in one year or less | $ | 9,105 | $ | 5 | $ | -32 | ||||
Due after one year, less than five years | 4,988 | 11 | -2 | |||||||
$ | 14,093 | $ | 16 | $ | -34 | |||||
Schedule of changes in fair value of Level 3 contingent consideration obligation | ' | |||||||||
Level 3 | ||||||||||
Balance at December 31, 2013 | $ | 4,490 | ||||||||
Fair value adjustment to contingent consideration obligation included in net income | 1,326 | |||||||||
Earn-out compensation due to Strumsoft employees | 800 | |||||||||
Balance at June 30, 2014 | $ | 6,616 | ||||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Stockholders' Equity | ' | ||||||||||||
Schedule of weighted-average assumptions used in the Black-Scholes option pricing model | ' | ||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||
Expected stock price volatility | 49 | % | 65 | % | 58 | % | 66 | % | |||||
Risk-free interest rate | 1.27 | % | 0.84 | % | 1.43 | % | 0.85 | % | |||||
Expected life of options (in years) | 4.20 | 4.40 | 4.25 | 4.45 | |||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | 0 | % | |||||
Schedule of information about stock options outstanding | ' | ||||||||||||
Weighted- | |||||||||||||
Average | |||||||||||||
Weighted- | Remaining | Aggregate | |||||||||||
Number of | Average | Contractual | Intrinsic | ||||||||||
Options | Options | Exercise Price | Term (Years) | Value | |||||||||
Outstanding at December 31, 2013 | 3,315 | $ | 23.97 | ||||||||||
Options Granted | 774 | 31.33 | |||||||||||
Options Exercised | -398 | 19.77 | |||||||||||
Options Cancelled | -92 | 29.05 | |||||||||||
Outstanding at June 30, 2014 | 3,599 | $ | 25.90 | 4.41 | $ | 33,009 | |||||||
Vested or expected to vest at June 30, 2014 | 3,335 | $ | 25.53 | 4.27 | $ | 31,856 | |||||||
Exercisable at June 30, 2014 | 2,068 | $ | 22.79 | 3.31 | $ | 25,549 | |||||||
Schedule of non-vested restricted stock and changes | ' | ||||||||||||
Number of | |||||||||||||
Non-Vested Restricted Stock | Awards | ||||||||||||
Non-vested at December 31, 2013 | 1,120 | ||||||||||||
Granted | 806 | ||||||||||||
Vested | -339 | ||||||||||||
Forfeited | -89 | ||||||||||||
Non-vested at June 30, 2014 | 1,498 | ||||||||||||
Schedule of weighted-average assumptions used to value employee stock purchase rights | ' | ||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||
Expected stock price volatility | 63 | % | 66 | % | 64 | % | 67 | % | |||||
Risk-free interest rate | 0.07 | % | 0.13 | % | 0.08 | % | 0.14 | % | |||||
Expected life (in years) | 0.50 | 0.50 | 0.50 | 0.50 | |||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | 0 | % | |||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Accumulated Other Comprehensive Income (Loss). | ' | ||||||||||||
Schedule of comprehensive income (loss) | ' | ||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||
Net income | $ | 8,364 | $ | 3,412 | $ | 15,949 | $ | 3,888 | |||||
Translation adjustments. | -497 | -4,188 | 498 | -6,663 | |||||||||
Unrealized gain (loss) on securities, (net of tax) | — | -19 | 4 | -21 | |||||||||
Total other comprehensive income (loss) | $ | 7,867 | $ | -795 | $ | 16,451 | $ | -2,796 | |||||
Schedule of changes in accumulated other comprehensive income (loss) | ' | ||||||||||||
The changes in accumulated other comprehensive income (loss) during the six months ended June 30, 2014, are as follows, net of tax: | |||||||||||||
Unrealized | |||||||||||||
Holding Gains on | |||||||||||||
Foreign | Available-for-Sale | ||||||||||||
Currency | Securities | Total | |||||||||||
Balance at December 31, 2013 | $ | -712 | $ | -11 | $ | -723 | |||||||
Other comprehensive income | 498 | 4 | 502 | ||||||||||
Total other comprehensive income (loss) | 498 | 4 | 502 | ||||||||||
Balance at June 30, 2014 | $ | -214 | $ | -7 | $ | -221 | |||||||
Goodwill_Tables
Goodwill (Tables) | 6 Months Ended | |||
Jun. 30, 2014 | ||||
Goodwill. | ' | |||
Schedule of changes in goodwill | ' | |||
Balance at December 31, 2013 | $ | 137,743 | ||
Acquisitions | 2,934 | |||
Reclassifications, adjustments and other | -1,287 | |||
Translation adjustments | 892 | |||
Balance at June 30, 2014 | $ | 140,282 | ||
Earnings_per_Common_Share_Deta
Earnings per Common Share (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Earnings per Common Share | ' | ' | ' | ' |
Stock options that are anti-dilutive and excluded from calculation of diluted earnings per share (in shares) | 1,508 | 1,477 | 1,329 | 1,434 |
Numerator: | ' | ' | ' | ' |
Net income attributable to common stockholders | $8,364 | $3,412 | $15,949 | $3,888 |
Denominator: | ' | ' | ' | ' |
Weighted average common shares outstanding - basic | 40,139 | 38,551 | 39,961 | 38,368 |
Dilutive effect of: | ' | ' | ' | ' |
Options and unvested restricted shares | 839 | 972 | 917 | 999 |
Weighted average common shares outstanding - diluted | 40,978 | 39,523 | 40,878 | 39,367 |
Fair_Value_Measurements_of_Ass2
Fair Value Measurements of Assets and Liabilities (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Summary of assets and liabilities held by the Company and their related classifications under the fair value hierarchy | ' | ' |
Fair value of asset transfers from Level 1 to Level 2 | $0 | ' |
Fair value of asset transfers from Level 2 to Level 1 | 0 | ' |
Aggregate Fair Value | ' | ' |
Due in one year or less | 13,540,000 | 9,105,000 |
Due after one year, less than five years | 3,582,000 | 4,988,000 |
Total | 17,122,000 | 14,093,000 |
Aggregate Amount of Unrealized Gains | ' | ' |
Due in one year or less | 12,000 | 5,000 |
Due after one year, less than five years | 10,000 | 11,000 |
Total | 22,000 | 16,000 |
Aggregate Amount of Unrealized Losses | ' | ' |
Due in one year or less | -34,000 | -32,000 |
Due after one year, less than five years | ' | -2,000 |
Total | -34,000 | -34,000 |
Level 1 | ' | ' |
Summary of assets and liabilities held by the Company and their related classifications under the fair value hierarchy | ' | ' |
Money market funds | 72,350,000 | 68,911,000 |
Level 2 | ' | ' |
Summary of assets and liabilities held by the Company and their related classifications under the fair value hierarchy | ' | ' |
Certificates of deposit, municipal bonds and corporate bonds | 11,712,000 | 8,694,000 |
Level 3 | ' | ' |
Summary of assets and liabilities held by the Company and their related classifications under the fair value hierarchy | ' | ' |
Contingent consideration obligation | -6,616,000 | -4,490,000 |
Total | ' | ' |
Summary of assets and liabilities held by the Company and their related classifications under the fair value hierarchy | ' | ' |
Fair value of net assets | $77,446,000 | $73,115,000 |
Fair_Value_Measurements_of_Ass3
Fair Value Measurements of Assets and Liabilities (Details 2) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Changes in fair value of the Company's Level 3 contingent consideration obligation | ' | ' | ' | ' |
Fair value adjustment to contingent obligation included in net income | $115 | $1,743 | $1,326 | $2,176 |
Level 3 | Contingent Consideration | ' | ' | ' | ' |
Changes in fair value of the Company's Level 3 contingent consideration obligation | ' | ' | ' | ' |
Balance as at the beginning of the period | ' | ' | 4,490 | ' |
Fair value adjustment to contingent obligation included in net income | ' | ' | 1,326 | ' |
Balance as at the end of the period | 6,616 | ' | 6,616 | ' |
Level 3 | Contingent Consideration | Strumsoft, Inc. (Strumsoft) | ' | ' | ' | ' |
Changes in fair value of the Company's Level 3 contingent consideration obligation | ' | ' | ' | ' |
Earn-out compensation due to employees | ' | ' | $800 | ' |
Acquisition_Details
Acquisition (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | 12-May-14 | 12-May-14 |
Digi-Data | Digi-Data | |||
Allocation of Consideration Transferred | ' | ' | ' | ' |
Total purchase price | ' | ' | $6,300,000 | ' |
Goodwill | 140,282,000 | 137,743,000 | ' | 2,900,000 |
Purchase price, tax deductible portion of goodwill | ' | ' | ' | $0 |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Share data in Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Number of Options | ' | ' | ' | ' |
Options outstanding at the beginning of the period (in shares) | ' | ' | 3,315 | ' |
Options Granted (in shares) | ' | ' | 774 | ' |
Options Exercised (in shares) | ' | ' | -398 | ' |
Options Cancelled (in shares) | ' | ' | -92 | ' |
Options outstanding at the end of the period (in shares) | 3,599 | ' | 3,599 | ' |
Vested or expected to vest (in shares) | 3,335 | ' | 3,335 | ' |
Exercisable (in shares) | 2,068 | ' | 2,068 | ' |
Weighted-Average Exercise Price | ' | ' | ' | ' |
Balance at the beginning of the period (in dollars per share) | ' | ' | $23.97 | ' |
Options Granted (in dollars per share) | ' | ' | $31.33 | ' |
Options Exercised (in dollars per share) | ' | ' | $19.77 | ' |
Options Cancelled (in dollars per share) | ' | ' | $29.05 | ' |
Balance at the end of the period (in dollars per share) | $25.90 | ' | $25.90 | ' |
Vested or expected to vest (in dollars per share) | $25.53 | ' | $25.53 | ' |
Exercisable (in dollars per share) | $22.79 | ' | $22.79 | ' |
Weighted-Average Remaining Contractual Term | ' | ' | ' | ' |
Outstanding | ' | ' | '4 years 4 months 28 days | ' |
Vested or expected to vest | ' | ' | '4 years 3 months 7 days | ' |
Exercisable | ' | ' | '3 years 3 months 22 days | ' |
Aggregate Intrinsic Value | ' | ' | ' | ' |
Outstanding | $33,009,000 | ' | $33,009,000 | ' |
Vested or expected to vest | 31,856,000 | ' | 31,856,000 | ' |
Exercisable | 25,549,000 | ' | 25,549,000 | ' |
Employee Stock Purchase Plan | ' | ' | ' | ' |
Number of shares sold under Employee Stock Purchase Plan | ' | ' | 27 | 35 |
Cash received under program | ' | ' | 740,000 | 670,000 |
Employee Stock Purchase Plan | ' | ' | ' | ' |
Weighted-average assumptions used in the Black-Scholes option pricing model | ' | ' | ' | ' |
Expected stock price volatility (as a percent) | 63.00% | 66.00% | 64.00% | 67.00% |
Risk-free interest rate (as a percent) | 0.07% | 0.13% | 0.08% | 0.14% |
Expected life | '6 months | '6 months | '6 months | '6 months |
Expected dividend yield (as a percent) | 0.00% | 0.00% | 0.00% | 0.00% |
Share-based compensation expense additional disclosures | ' | ' | ' | ' |
After tax stock-based compensation expense | 156,000 | 151,000 | 355,000 | 329,000 |
Stock-based compensation cost related to non-vested equity awards not yet recognized as an expense | 79,000 | ' | 79,000 | ' |
Employee Stock Purchase Plan | ' | ' | ' | ' |
Term of Employee Stock Purchase Plan | ' | ' | '10 years | ' |
Employee Stock Purchase Plan Payroll Withholding Period | ' | ' | '6 months | ' |
Total number of shares available for purchase | 500 | ' | 500 | ' |
Percentage of fair market value of common stock | ' | ' | 85.00% | ' |
Maximum Percentage of total combined voting power a participant is allowed to be granted a right to purchase common stock | ' | ' | 5.00% | ' |
Cash received under program | ' | ' | 740,000 | 670,000 |
Employee Stock Purchase Plan | Maximum | ' | ' | ' | ' |
Employee Stock Purchase Plan | ' | ' | ' | ' |
Maximum number of shares allowed to be purchased by single participant | ' | ' | 1 | ' |
Stock options | ' | ' | ' | ' |
Weighted-average assumptions used in the Black-Scholes option pricing model | ' | ' | ' | ' |
Expected stock price volatility (as a percent) | 49.00% | 65.00% | 58.00% | 66.00% |
Risk-free interest rate (as a percent) | 1.27% | 0.84% | 1.43% | 0.85% |
Expected life | '4 years 2 months 12 days | '4 years 4 months 24 days | '4 years 3 months | '4 years 5 months 12 days |
Expected dividend yield (as a percent) | 0.00% | 0.00% | 0.00% | 0.00% |
Share-based compensation expense additional disclosures | ' | ' | ' | ' |
Weighted-average fair value (as of the date of grant) of the options granted during the period (in dollars per share) | $12.02 | $15.84 | $14.59 | $15.76 |
Pre-tax stock-based compensation expense recorded | 6,800,000 | 6,100,000 | 12,700,000 | 11,000,000 |
After tax stock-based compensation expense | 4,500,000 | 4,000,000 | 8,400,000 | 7,300,000 |
Stock-based compensation expense per diluted share (in dollars per share) | $0.11 | $0.10 | $0.20 | $0.19 |
Stock-based compensation cost related to non-vested equity awards not yet recognized as an expense | $53,500,000 | ' | $53,500,000 | ' |
Weighted-average period over which stock-based compensation cost related to non-vested equity awards is expected to be recognized | ' | ' | '2 years 9 months 29 days | ' |
Restricted stock | ' | ' | ' | ' |
Number of Awards | ' | ' | ' | ' |
Non-vested at the beginning of the period (in shares) | ' | ' | 1,120 | ' |
Granted (in shares) | ' | ' | 806 | ' |
Vested (in shares) | ' | ' | -339 | ' |
Forfeited (in shares) | ' | ' | -89 | ' |
Non-vested at the end of the period (in shares) | 1,498 | ' | 1,498 | ' |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Income (Loss) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Accumulated Other Comprehensive Income (Loss). | ' | ' | ' | ' |
Net income | $8,364 | $3,412 | $15,949 | $3,888 |
Translation adjustments | -497 | -4,188 | 498 | -6,663 |
Unrealized gain (loss) on securities, (net of tax) | ' | -19 | 4 | -21 |
Total other comprehensive income (loss) | 7,867 | -795 | 16,451 | -2,796 |
Changes in accumulated other comprehensive income (loss) | ' | ' | ' | ' |
Balance at the beginning of the period | ' | ' | -723 | ' |
Other comprehensive income | ' | ' | 502 | ' |
Total other comprehensive income (loss) | ' | ' | 502 | ' |
Balance at the end of the period | -221 | ' | -221 | ' |
Foreign Currency | ' | ' | ' | ' |
Changes in accumulated other comprehensive income (loss) | ' | ' | ' | ' |
Balance at the beginning of the period | ' | ' | -712 | ' |
Other comprehensive income | ' | ' | 498 | ' |
Total other comprehensive income (loss) | ' | ' | 498 | ' |
Balance at the end of the period | -214 | ' | -214 | ' |
Unrealized Holding Gains on Available-for-Sale Securities | ' | ' | ' | ' |
Changes in accumulated other comprehensive income (loss) | ' | ' | ' | ' |
Balance at the beginning of the period | ' | ' | -11 | ' |
Other comprehensive income | ' | ' | 4 | ' |
Total other comprehensive income (loss) | ' | ' | 4 | ' |
Balance at the end of the period | ($7) | ' | ($7) | ' |
Goodwill_Details
Goodwill (Details) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
Goodwill | ' |
Balance at the beginning of the period | $137,743 |
Acquisitions | 2,934 |
Reclassifications, adjustments and other | -1,287 |
Translation adjustments | 892 |
Balance at the end of the period | $140,282 |
Credit_Facility_Details
Credit Facility (Details) (Credit facility, USD $) | 6 Months Ended | 0 Months Ended | |
Jun. 30, 2014 | Sep. 30, 2013 | Jul. 02, 2014 | |
LIBOR | |||
Credit Facility | ' | ' | ' |
Borrowing capacity | ' | $100,000,000 | ' |
Commitment fee on unused balance (as a percent) | 0.25 | ' | ' |
Commitment fees | 125,000 | ' | ' |
Amount of borrowing capacity to which the company has a right to request an increase | 150,000,000 | ' | ' |
Amount outstanding | 0 | ' | ' |
Proceeds from Credit Facility to fund acquisitions | ' | ' | $40,000,000 |
Variable rate basis | ' | ' | 'LIBOR |
Variable rate basis spread (as a percent) | ' | ' | 1.75% |
Legal_Matters_Details
Legal Matters (Details) (Infringement of patents, Miyowa, USD $) | 1 Months Ended | |
Dec. 31, 2013 | Jun. 30, 2014 | |
item | ||
Infringement of patents | Miyowa | ' | ' |
Legal Matters | ' | ' |
Number of former shareholders | 2 | ' |
Earn-out payments due | ' | $0 |
Subsequent_Events_Acquisitions
Subsequent Events - Acquisitions (Details) (Subsequent event) | 0 Months Ended | 0 Months Ended | ||
In Millions, unless otherwise specified | Jul. 11, 2014 | Jul. 11, 2014 | Jul. 02, 2014 | Jul. 02, 2014 |
Vox mobili ("Vox") | Vox mobili ("Vox") | Clarity OSS Limited ("Clarity") | Clarity OSS Limited ("Clarity") | |
USD ($) | USD ($) | AUD | ||
Acquisitions | ' | ' | ' | ' |
Capital interest acquired (as a percent) | ' | 100.00% | ' | ' |
Cash consideration | $26 | ' | $6 | 6.3 |