Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Oct. 25, 2013 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'blkb | ' |
Entity Registrant Name | 'BLACKBAUD INC | ' |
Entity Central Index Key | '0001280058 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 45,786,196 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $16,679 | $13,491 |
Donor restricted cash | 41,758 | 68,177 |
Accounts receivable, net of allowance of $6,809 and $8,546 at September 30, 2013 and December 31, 2012, respectively | 71,309 | 75,692 |
Prepaid expenses and other current assets | 30,286 | 40,589 |
Deferred tax asset, current portion | 8,732 | 15,799 |
Total current assets | 168,764 | 213,748 |
Property and equipment, net | 48,413 | 49,063 |
Goodwill | 264,639 | 265,055 |
Intangible assets, net | 149,698 | 168,037 |
Other assets | 18,435 | 9,844 |
Total assets | 649,949 | 705,747 |
Current liabilities: | ' | ' |
Trade accounts payable | 8,449 | 13,623 |
Accrued expenses and other current liabilities | 39,551 | 45,996 |
Donations payable | 41,758 | 68,177 |
Debt, current portion | 12,500 | 10,000 |
Deferred revenue, current portion | 185,406 | 173,899 |
Total current liabilities | 287,664 | 311,695 |
Debt, net of current portion | 161,200 | 205,500 |
Deferred tax liability | 29,944 | 24,468 |
Deferred revenue, net of current portion | 8,619 | 11,119 |
Other liabilities | 5,850 | 5,281 |
Total liabilities | 493,277 | 558,063 |
Commitments and contingencies (see Note 9) | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock; 20,000,000 shares authorized, none outstanding | 0 | 0 |
Common stock, $0.001 par value; 180,000,000 shares authorized, 55,222,085 and 54,859,604 shares issued at September 30, 2013 and December 31, 2012, respectively | 55 | 55 |
Additional paid-in capital | 216,827 | 203,638 |
Treasury stock, at cost; 9,425,277 and 9,209,371 shares at September 30, 2013 and December 31, 2012, respectively | -178,001 | -170,898 |
Accumulated other comprehensive loss | -1,409 | -1,973 |
Retained earnings | 119,200 | 116,862 |
Total stockholders' equity | 156,672 | 147,684 |
Total liabilities and stockholders' equity | $649,949 | $705,747 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Accounts Receivable, allowance | $6,809 | $8,546 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 180,000,000 | 180,000,000 |
Common stock, shares issued | 55,222,085 | 54,859,604 |
Treasury stock, shares | 9,425,277 | 9,209,371 |
Consolidated_Statements_Of_Com
Consolidated Statements Of Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenue | ' | ' | ' | ' |
License fees | $3,831 | $4,465 | $12,801 | $16,154 |
Subscriptions | 52,034 | 47,414 | 151,754 | 113,399 |
Services | 35,411 | 34,463 | 95,617 | 90,211 |
Maintenance | 34,722 | 34,499 | 102,992 | 101,945 |
Other revenue | 1,856 | 1,631 | 5,781 | 5,659 |
Total revenue | 127,854 | 122,472 | 368,945 | 327,368 |
Cost of revenue | ' | ' | ' | ' |
Cost of license fees | 492 | 728 | 1,860 | 2,162 |
Cost of subscriptions | 21,482 | 19,616 | 63,470 | 49,151 |
Cost of services | 26,121 | 26,438 | 78,023 | 71,779 |
Cost of maintenance | 6,653 | 6,789 | 19,088 | 18,944 |
Cost of other revenue | 1,366 | 1,557 | 3,864 | 4,672 |
Total cost of revenue | 56,114 | 55,128 | 166,305 | 146,708 |
Gross profit | 71,740 | 67,344 | 202,640 | 180,660 |
Operating expenses | ' | ' | ' | ' |
Sales and marketing | 23,833 | 26,279 | 72,648 | 70,879 |
Research and development | 16,547 | 19,205 | 49,459 | 47,365 |
General and administrative | 12,628 | 14,985 | 38,219 | 51,239 |
Restructuring | 110 | 0 | 3,466 | 0 |
Amortization | 614 | 690 | 1,928 | 1,417 |
Impairment of cost method investment | 0 | 0 | 0 | 200 |
Total operating expenses | 53,732 | 61,159 | 165,720 | 171,100 |
Income from operations | 18,008 | 6,185 | 36,920 | 9,560 |
Interest income | 16 | 38 | 53 | 118 |
Interest expense | -1,394 | -1,976 | -4,585 | -3,629 |
Other (expense) income, net | -140 | 382 | -346 | -66 |
Income before provision for income taxes | 16,490 | 4,629 | 32,042 | 5,983 |
Income tax provision | 7,097 | 1,804 | 13,360 | 2,670 |
Net income | 9,393 | 2,825 | 18,682 | 3,313 |
Earnings per share | ' | ' | ' | ' |
Basic | $0.21 | $0.06 | $0.42 | $0.08 |
Diluted | $0.21 | $0.06 | $0.41 | $0.07 |
Common shares and equivalents outstanding | ' | ' | ' | ' |
Basic weighted average shares | 44,735,425 | 44,172,836 | 44,583,623 | 44,077,911 |
Diluted weighted average shares | 45,569,275 | 44,718,101 | 45,332,617 | 44,650,028 |
Dividends per share | $0.12 | $0.12 | $0.36 | $0.36 |
Other comprehensive (loss) income | ' | ' | ' | ' |
Foreign currency translation adjustment | 94 | -123 | 113 | -12 |
Unrealized (loss) gain on derivative instruments, net of tax | -97 | -319 | 451 | -883 |
Total other comprehensive (loss) income | -3 | -442 | 564 | -895 |
Comprehensive income | $9,390 | $2,383 | $19,246 | $2,418 |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from operating activities | ' | ' |
Net income | $18,682 | $3,313 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 31,625 | 21,433 |
Provision for doubtful accounts and sales returns | 1,072 | 4,212 |
Stock-based compensation expense | 12,968 | 14,455 |
Excess tax benefits from stock based compensation | 0 | -81 |
Deferred taxes | 9,192 | 2,670 |
Impairment of cost method investment | 0 | 200 |
Other non-cash adjustments | 1,390 | 444 |
Changes in operating assets and liabilities, net of acquisition of businesses: | ' | ' |
Accounts receivable | 3,203 | -11,965 |
Prepaid expenses and other assets | 10,092 | -5,609 |
Trade accounts payable | -1,466 | -1,313 |
Accrued expenses and other liabilities | -18,643 | -3,618 |
Donor restricted cash | 26,626 | 14,273 |
Donations payable | -26,626 | -14,273 |
Deferred revenue | 9,855 | 15,528 |
Net cash provided by operating activities | 77,970 | 39,669 |
Cash flows from investing activities | ' | ' |
Purchase of property and equipment | -13,407 | -15,427 |
Purchase of net assets of acquired companies, net of cash acquired | -876 | -280,687 |
Capitalized software development costs | -2,371 | -572 |
Net cash used in investing activities | -16,654 | -296,686 |
Cash flows from financing activities | ' | ' |
Proceeds from issuance of debt | 63,100 | 315,000 |
Payments on debt | -104,900 | -70,000 |
Payments of deferred financing costs | 0 | -2,440 |
Proceeds from exercise of stock options | 335 | 3,105 |
Excess tax benefits from stock-based compensation | 0 | 81 |
Dividend payments to stockholders | -16,458 | -16,248 |
Net cash (used in) provided by financing activities | -57,923 | 229,498 |
Effect of exchange rate on cash and cash equivalents | -205 | 581 |
Net increase (decrease) in cash and cash equivalents | 3,188 | -26,938 |
Cash and cash equivalents, beginning of period | 13,491 | 52,520 |
Cash and cash equivalents, end of period | $16,679 | $25,582 |
Consolidated_Statements_Of_Sto
Consolidated Statements Of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Loss [Member] | Retained Earnings [Member] |
In Thousands, except Share data, unless otherwise specified | ||||||
Balance at Dec. 31, 2011 | $140,002 | $54 | $175,401 | ($166,226) | ($1,148) | $131,921 |
Balance, (in shares) at Dec. 31, 2011 | ' | 53,959,532 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Net income | 6,583 | ' | ' | ' | ' | 6,583 |
Payment of dividends | -21,731 | ' | ' | ' | ' | -21,731 |
Exercise of stock options, stock appreciation rights and restricted stock units (in shares) | ' | 355,180 | ' | ' | ' | ' |
Exercise of stock options, stock appreciation rights and restricted stock units | 3,146 | ' | 3,146 | ' | ' | ' |
Surrender of shares upon restricted stock and restricted stock unit vesting and exercise of stock appreciation rights | -4,672 | ' | ' | -4,672 | ' | ' |
Tax impact of exercise of equity-based compensation | 81 | ' | 81 | ' | ' | ' |
Stock-based compensation | 19,240 | ' | 19,151 | ' | ' | 89 |
Equity-based awards assumed in business combination | 5,859 | ' | 5,859 | ' | ' | ' |
Restricted stock grants | 1 | 1 | ' | ' | ' | ' |
Restricted stock grants (in shares) | ' | 687,652 | ' | ' | ' | ' |
Restricted stock cancellations (in shares) | ' | -142,760 | ' | ' | ' | ' |
Other comprehensive income (loss) | -825 | ' | ' | ' | -825 | ' |
Balance at Dec. 31, 2012 | 147,684 | 55 | 203,638 | -170,898 | -1,973 | 116,862 |
Balance, (in shares) at Dec. 31, 2012 | ' | 54,859,604 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Net income | 18,682 | ' | ' | ' | ' | 18,682 |
Payment of dividends | -16,458 | ' | ' | ' | ' | -16,458 |
Exercise of stock options, stock appreciation rights and restricted stock units (in shares) | ' | 496,615 | ' | ' | ' | ' |
Exercise of stock options, stock appreciation rights and restricted stock units | 335 | ' | 335 | ' | ' | ' |
Surrender of shares upon restricted stock and restricted stock unit vesting and exercise of stock appreciation rights | -7,103 | ' | ' | -7,103 | ' | ' |
Stock-based compensation | 12,968 | ' | 12,854 | ' | ' | 114 |
Restricted stock grants | 0 | ' | ' | ' | ' | ' |
Restricted stock grants (in shares) | ' | 53,543 | ' | ' | ' | ' |
Restricted stock cancellations (in shares) | ' | -187,677 | ' | ' | ' | ' |
Other comprehensive income (loss) | 564 | ' | ' | ' | 564 | ' |
Balance at Sep. 30, 2013 | $156,672 | $55 | $216,827 | ($178,001) | ($1,409) | $119,200 |
Balance, (in shares) at Sep. 30, 2013 | ' | 55,222,085 | ' | ' | ' | ' |
Consolidated_Statements_Of_Sto1
Consolidated Statements Of Stockholders' Equity (Parenthetical) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Statement of Stockholders' Equity [Abstract] | ' | ' |
Surrender of shares upon restricted stock and restricted stock unit vesting and exercise of stock appreciation rights | 215,906 | 189,547 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Organization | ' |
Organization | |
We provide cloud-based and on-premise software solutions and related services designed specifically for nonprofit organizations. Our products and services enable nonprofit organizations to increase donations, reduce fundraising costs, improve communications with constituents, manage their finances and optimize internal operations. As of September 30, 2013, we had over 29,000 active customers distributed across multiple verticals within the nonprofit market including education, foundations, health and human services, religion, arts and cultural, public and societal benefits, environment and animal welfare, as well as international foreign affairs. |
Summary_Of_Significant_Account
Summary Of Significant Accounting Policies | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||||||||||
Summary Of Significant Accounting Policies | ' | |||||||||||||||||||||||
Summary of significant accounting policies | ||||||||||||||||||||||||
Unaudited interim consolidated financial statements | ||||||||||||||||||||||||
The accompanying interim consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (SEC) for interim financial reporting. These consolidated statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary to state fairly the consolidated balance sheets, consolidated statements of comprehensive income, consolidated statements of cash flows and consolidated statements of stockholders’ equity, for the periods presented in accordance with accounting principles generally accepted in the United States (GAAP). The consolidated balance sheet at December 31, 2012, has been derived from the audited consolidated financial statements at that date. Operating results for the three and nine months ended September 30, 2013 and cash flows for the nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2013, or any other future period. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted in accordance with the rules and regulations for interim reporting of the SEC. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2012, and other forms filed with the SEC from time to time. | ||||||||||||||||||||||||
Basis of consolidation | ||||||||||||||||||||||||
The consolidated financial statements include the accounts of Blackbaud, Inc. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. | ||||||||||||||||||||||||
Use of estimates | ||||||||||||||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. On an ongoing basis, we reconsider and evaluate our estimates and assumptions, including those that impact revenue recognition, long-lived and intangible assets and goodwill, stock-based compensation, the provision for income taxes, capitalization of software development costs, our allowance for sales returns and doubtful accounts, deferred sales commissions, accounting for business combinations and loss contingencies. Changes in the facts or circumstances underlying these estimates could result in material changes and actual results could materially differ from these estimates. | ||||||||||||||||||||||||
Revenue recognition | ||||||||||||||||||||||||
Our revenue is primarily generated from the following sources: (i) charging for the use of our software products in a hosted environment; (ii) selling perpetual licenses of our software products; (iii) providing professional services including implementation, training, consulting, analytic, hosting and other services; and (iv) providing software maintenance and support services. | ||||||||||||||||||||||||
We recognize revenue when all of the following conditions are met: | ||||||||||||||||||||||||
•Persuasive evidence of an arrangement exists; | ||||||||||||||||||||||||
•The product or services have been delivered; | ||||||||||||||||||||||||
•The fee is fixed or determinable; and | ||||||||||||||||||||||||
•Collection of the resulting receivable is probable. | ||||||||||||||||||||||||
Determining whether and when these criteria have been met can require significant judgment and estimates. We deem acceptance of an agreement to be evidence of an arrangement. Delivery of our services occurs when the services have been performed. Delivery of our products occurs when the product is shipped or transmitted, and title and risk of loss have transferred to the customers. Our typical agreements do not include customer acceptance provisions; however, if acceptance provisions are provided, delivery is deemed to occur upon acceptance. We consider the fee to be fixed or determinable unless the fee is subject to refund or adjustment or is not payable within our standard payment terms. Payment terms greater than 90 days are considered to be beyond our customary payment terms. Collection is deemed probable if we expect that the customer will be able to pay amounts under the arrangement as they become due. If we determine that collection is not probable, we defer revenue recognition until collection. Revenue is recognized net of sales returns and allowances. | ||||||||||||||||||||||||
We follow guidance provided in ASC 605-45, Principal Agent Considerations, which states that determining whether a company should recognize revenue based on the gross amount billed to a customer or the net amount retained is a matter of judgment that depends on the facts and circumstances of the arrangement and that certain factors should be considered in the evaluation. | ||||||||||||||||||||||||
Subscriptions | ||||||||||||||||||||||||
We provide hosting services to customers who have purchased perpetual rights to certain of our software products (hosting services). Revenue from hosting services, as well as data enrichment services, data management services and online training programs, is recognized ratably beginning on the activation date over the term of the agreement, which generally ranges from one to three years. Any related set-up fees are recognized ratably over the estimated period that the customer benefits from the related hosting service. | ||||||||||||||||||||||||
We make certain of our software products available for use in hosted application arrangements without licensing perpetual rights to the software (hosted applications). Revenue from hosted applications is recognized ratably beginning on the activation date over the term of the agreement, which generally ranges from one to three years. Any revenue related to upfront activation, set-up or implementation fees is recognized ratably over the estimated period that the customer benefits from the related hosted application. Direct and incremental costs relating to activation, set-up and implementation for hosted applications are capitalized until the hosted application is deployed and in use, and then expensed over the estimated period that the customer benefits from the related hosted application. | ||||||||||||||||||||||||
For arrangements that have multiple elements and do not include software licenses, we allocate arrangement consideration at the inception of the arrangement to those elements that qualify as separate units of accounting. The arrangement consideration is allocated to the separate units of accounting based on relative selling price method in accordance with the selling price hierarchy, which includes: (i) vendor specific objective evidence (VSOE) if available; (ii) third-party evidence (TPE) if VSOE is not available; and (iii) best estimate of selling price (BESP) if neither VSOE nor TPE is available. In general, we use VSOE to allocate the selling price to subscription and service deliverables. | ||||||||||||||||||||||||
We offer certain payment processing services with the assistance of third-party vendors. When we are the primary obligor in a transaction, have latitude in establishing prices and are the party determining the service specifications or have several but not all of these indicators, we record the revenue on a gross basis. Otherwise, we record revenue associated with the related subscribers on a net basis, netting the cost of revenue associated with the service against the gross amount billed the customer and record the net amount as revenue. | ||||||||||||||||||||||||
Revenue from transaction processing fees is recognized when the service is provided and the amounts are determinable. Revenue directly associated with processing donations for customers are included in subscriptions revenue, net of related transaction costs. | ||||||||||||||||||||||||
License fees | ||||||||||||||||||||||||
We sell software licenses with maintenance, varying levels of professional services and, in certain instances, with hosting services. We allocate revenue to each of the elements in these arrangements using the residual method under which we first allocate revenue to the undelivered elements, typically the non-software license components, based on objective evidence of the fair value of the various elements. We determine the fair value of the various elements using different methods. Fair value for maintenance services associated with software licenses is based upon renewal rates stated in the agreements with customers, which vary according to the level of support service provided under the maintenance program. Fair value of professional services and other products and services is based on sales of these products and services to other customers when sold on a stand-alone basis. Any remaining revenue is allocated to the delivered elements which is normally the software license in the arrangement. | ||||||||||||||||||||||||
When a software license is sold with software customization services, generally the services are to provide customer support for assistance in creating special reports and other enhancements that will assist with efforts to improve operational efficiency and/or to support business process improvements. These services are generally not essential to the functionality of the software. However, when software customization services are considered essential to the functionality of the software, we recognize revenue for both the software license and the services using the percentage-of-completion method. | ||||||||||||||||||||||||
Services | ||||||||||||||||||||||||
We generally bill consulting, installation and implementation services based on hourly rates plus reimbursable travel-related expenses. Revenue is recognized for these services over the period the services are performed. | ||||||||||||||||||||||||
We recognize analytic services revenue from donor prospect research engagements, the sale of lists of potential donors, benchmarking studies and data modeling service engagements upon delivery. In arrangements where we provide customers the right to updates to the lists during the contract period, revenue is recognized ratably over the contract period. | ||||||||||||||||||||||||
We sell training at a fixed rate for each specific class at a per attendee price or at a packaged price for several attendees, and recognize the related revenue upon the customer attending and completing training. Additionally, we sell fixed-rate programs, which permit customers to attend unlimited training over a specified contract period, typically one year, subject to certain restrictions, and revenue is recognized ratably over the contract period. | ||||||||||||||||||||||||
Maintenance | ||||||||||||||||||||||||
We recognize revenue from maintenance services ratably over the contract term, typically one year. Maintenance contracts are at rates that vary according to the level of the maintenance program and are generally renewable annually. Maintenance contracts also include the right to unspecified product upgrades on an if-and-when available basis. Certain support services are sold in prepaid units of time and recognized as revenue upon their usage. | ||||||||||||||||||||||||
Deferred revenue | ||||||||||||||||||||||||
To the extent that our customers are billed for the above described services in advance of delivery, we record such amounts in deferred revenue. | ||||||||||||||||||||||||
Goodwill | ||||||||||||||||||||||||
The change in goodwill for each reportable segment during the nine months ended September 30, 2013, consisted of the following: | ||||||||||||||||||||||||
(in thousands) | ECBU | GMBU | IBU | Target Analytics | Other | Total | ||||||||||||||||||
Balance at December 31, 2012 | $ | 148,322 | $ | 75,149 | $ | 6,311 | $ | 33,177 | $ | 2,096 | $ | 265,055 | ||||||||||||
Additions related to business combinations | — | — | 413 | — | — | 413 | ||||||||||||||||||
Adjustments related to prior year business combinations | (494 | ) | (193 | ) | — | — | — | (687 | ) | |||||||||||||||
Effect of foreign currency translation | — | — | (142 | ) | — | — | (142 | ) | ||||||||||||||||
Balance at September 30, 2013 | $ | 147,828 | $ | 74,956 | $ | 6,582 | $ | 33,177 | $ | 2,096 | $ | 264,639 | ||||||||||||
Amortization expense | ||||||||||||||||||||||||
Amortization expense related to finite-lived intangible assets acquired in business combinations is allocated to cost of revenue and operating expenses on the consolidated statements of comprehensive income based on the revenue stream to which the asset contributes. The following table summarizes amortization expense: | ||||||||||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||
Included in cost of revenue: | ||||||||||||||||||||||||
Cost of license fees | $ | 87 | $ | 119 | $ | 334 | $ | 366 | ||||||||||||||||
Cost of subscriptions | 4,657 | 4,044 | 13,968 | 7,732 | ||||||||||||||||||||
Cost of services | 631 | 571 | 1,897 | 1,450 | ||||||||||||||||||||
Cost of maintenance | 114 | 114 | 342 | 608 | ||||||||||||||||||||
Cost of other revenue | 19 | 18 | 57 | 56 | ||||||||||||||||||||
Total included in cost of revenue | 5,508 | 4,866 | 16,598 | 10,212 | ||||||||||||||||||||
Included in operating expenses | 614 | 690 | 1,928 | 1,417 | ||||||||||||||||||||
Total | $ | 6,122 | $ | 5,556 | $ | 18,526 | $ | 11,629 | ||||||||||||||||
The following table outlines the estimated future amortization expense for each of the next five years for our finite-lived intangible assets as of September 30, 2013: | ||||||||||||||||||||||||
Year ending December 31, | Amortization | |||||||||||||||||||||||
(in thousands) | expense | |||||||||||||||||||||||
2013 - remaining | $ | 6,074 | ||||||||||||||||||||||
2014 | 22,601 | |||||||||||||||||||||||
2015 | 22,227 | |||||||||||||||||||||||
2016 | 21,819 | |||||||||||||||||||||||
2017 | 19,501 | |||||||||||||||||||||||
Total | $ | 92,222 | ||||||||||||||||||||||
Recently adopted accounting pronouncements | ||||||||||||||||||||||||
Effective January 1, 2013, we adopted ASU 2013-02, Comprehensive Income (Topic 220), Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which requires that entities provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, entities are required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income, entities are required to cross-reference to other disclosures required under GAAP that provide additional detail about those amounts. The adoption of ASU 2013-02 did not have a material impact on our consolidated financial statements. We have presented the amounts reclassified out of accumulated other comprehensive income by component in Note 8 and Note 12 to our consolidated financial statements. | ||||||||||||||||||||||||
Effective January 1, 2013, we adopted ASU 2012-02, Intangibles - Goodwill and Other (Topic 350), Testing Indefinite-Lived Intangible Assets for Impairment, which simplifies how entities test indefinite-lived intangible assets for impairment. ASU 2012-02 permits an entity to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test currently required by ASC Topic 350-30 on general intangibles other than goodwill. The adoption of ASU 2012-02 did not have a material impact on our consolidated financial statements. | ||||||||||||||||||||||||
Recently issued accounting pronouncements | ||||||||||||||||||||||||
In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740), Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. Under ASU 2013-11, an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward or a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. ASU 2013-11 is effective for fiscal years and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. We do not anticipate any material impact from the adoption of ASU 2013-11. |
Business_Combinations
Business Combinations | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||
Business Combinations | ' | |||||||||||||||
Business combinations | ||||||||||||||||
Convio | ||||||||||||||||
In May 2012, we completed our acquisition of Convio, Inc. (Convio), for approximately $329.8 million in cash consideration and the assumption of unvested equity awards valued at approximately $5.9 million, for a total of $335.7 million. Convio was a leading provider of on-demand constituent engagement solutions that enabled nonprofit organizations to more effectively raise funds, advocate for change and cultivate relationships. The acquisition of Convio expands our subscription and online offerings and accelerates our evolution to a subscription-based revenue model. As a result of the acquisition, Convio has become a wholly-owned subsidiary of ours. The results of operations of Convio are included in our consolidated financial statements from the date of acquisition. Because we have integrated a substantial amount of the Convio operations and have made product rationalization decisions, it is not possible to determine the revenue and operating costs attributable solely to the acquired business. During the year ended December 31, 2012, we incurred $6.4 million of acquisition-related costs associated with the acquisition of Convio, which were recorded in general and administrative expense. | ||||||||||||||||
We financed the acquisition of Convio through cash on hand and borrowings of $312.0 million under our credit facility. In connection with closing the Convio acquisition, we designated Convio as a material domestic subsidiary under our credit facility. As a material domestic subsidiary, Convio guarantees amounts outstanding under the credit facility and pledges certain stock of its subsidiaries. | ||||||||||||||||
The following table summarizes the allocation of the purchase price based on the estimated fair value of the assets acquired and the liabilities assumed: | ||||||||||||||||
(in thousands) | ||||||||||||||||
Net working capital, excluding deferred revenue | $ | 57,062 | ||||||||||||||
Property and equipment | 6,591 | |||||||||||||||
Other long term assets | 75 | |||||||||||||||
Deferred revenue | (7,847 | ) | ||||||||||||||
Deferred tax liability | (33,181 | ) | ||||||||||||||
Intangible assets and liabilities | 139,650 | |||||||||||||||
Goodwill | 173,324 | |||||||||||||||
$ | 335,674 | |||||||||||||||
The estimated fair value of accounts receivable acquired approximates the contractual value of $12.8 million. The goodwill recognized was attributable primarily to the assembled workforce of Convio and the opportunities for expected synergies. None of the goodwill arising in the acquisition is deductible for income tax purposes. The estimated amount of goodwill assigned to the Enterprise Customer Business Unit and the General Markets Business Unit reporting segments was $124.8 million, and $48.5 million, respectively. | ||||||||||||||||
The acquisition resulted in the identification of the following identifiable intangible assets: | ||||||||||||||||
Intangible assets acquired | Weighted average amortization period | |||||||||||||||
(in thousands) | (in years) | |||||||||||||||
Customer relationships | $ | 53,000 | 15 | |||||||||||||
Marketing assets | 7,800 | 7 | ||||||||||||||
Acquired technology | 69,000 | 8 | ||||||||||||||
In-process research and development | 9,100 | 7 | ||||||||||||||
Non-compete agreements | 1,440 | 2 | ||||||||||||||
Unfavorable leasehold interests | (690 | ) | 7 | |||||||||||||
$ | 139,650 | |||||||||||||||
The fair value of the intangible assets was based on the income approach, cost approach, relief of royalty rate method and excess earnings methods. Customer relationships are amortized on an accelerated basis. Marketing assets, acquired technology and non-compete agreements are amortized on a straight-line basis. In-process research and development was placed into service subsequent to the time of acquisition and is amortized on a straight-line basis from the time of being placed into service over a weighted average amortization period of seven years. | ||||||||||||||||
The following unaudited pro forma condensed consolidated results of operations assume that the acquisition of Convio occurred on January 1, 2012. This unaudited pro forma financial information does not reflect any adjustments for anticipated synergies resulting from the acquisition and should not be relied upon as being indicative of the historical results that would have been attained had the transaction been consummated as of January 1, 2012, or of the results that may occur in the future. | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
(in thousands, except per share amounts) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Revenue | $ | 127,854 | $ | 122,472 | $ | 368,945 | $ | 356,836 | ||||||||
Net income (loss) | $ | 9,393 | $ | 2,825 | $ | 18,682 | $ | (3,154 | ) | |||||||
Basic earnings (loss) per share | $ | 0.21 | $ | 0.06 | $ | 0.42 | $ | (0.07 | ) | |||||||
Diluted earnings (loss) per share | $ | 0.21 | $ | 0.06 | $ | 0.41 | $ | (0.07 | ) | |||||||
Earnings_Per_Share
Earnings Per Share | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Earnings Per Share | ' | |||||||||||||||
Earnings per share | ||||||||||||||||
We compute basic earnings per share by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income available to common stockholders by the weighted average number of common shares and dilutive potential common shares outstanding during the period. Diluted earnings per share reflect the assumed conversion of all dilutive securities using the treasury stock method. Dilutive potential common shares consist of shares issuable upon the exercise of stock options, settlement of stock appreciation rights and vesting of restricted stock awards and units. | ||||||||||||||||
The following table sets forth the computation of basic and diluted earnings per share: | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
(in thousands, except share and per share amounts) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Numerator: | ||||||||||||||||
Net income, as reported | $ | 9,393 | $ | 2,825 | $ | 18,682 | $ | 3,313 | ||||||||
Denominator: | ||||||||||||||||
Weighted average common shares | 44,735,425 | 44,172,836 | 44,583,623 | 44,077,911 | ||||||||||||
Add effect of dilutive securities: | ||||||||||||||||
Employee equity-based compensation | 833,850 | 545,265 | 748,994 | 572,117 | ||||||||||||
Weighted average common shares assuming dilution | 45,569,275 | 44,718,101 | 45,332,617 | 44,650,028 | ||||||||||||
Earnings per share: | ||||||||||||||||
Basic | $ | 0.21 | $ | 0.06 | $ | 0.42 | $ | 0.08 | ||||||||
Diluted | $ | 0.21 | $ | 0.06 | $ | 0.41 | $ | 0.07 | ||||||||
The following shares and potential shares underlying stock-based awards were not included in diluted earnings per share because their inclusion would have been anti-dilutive: | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Shares excluded from calculations of diluted earnings per share | 44,728 | 604,243 | 56,604 | 121,488 | ||||||||||||
Prepaid_Expenses_And_Other_Ass
Prepaid Expenses And Other Assets | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | |||||||
Prepaid Expenses And Other Assets | ' | |||||||
Prepaid expenses and other assets | ||||||||
Prepaid expenses and other assets consisted of the following as of: | ||||||||
(in thousands) | September 30, 2013 | December 31, 2012 | ||||||
Deferred sales commissions | $ | 19,116 | $ | 18,142 | ||||
Prepaid software maintenance | 6,603 | 5,530 | ||||||
Taxes, prepaid and receivable | 821 | 7,398 | ||||||
Deferred professional services costs | 7,759 | 8,057 | ||||||
Other assets | 14,422 | 11,306 | ||||||
Total prepaid expenses and other assets | 48,721 | 50,433 | ||||||
Less: Long-term portion | 18,435 | 9,844 | ||||||
Total prepaid expenses and other current assets | $ | 30,286 | $ | 40,589 | ||||
Accrued_Expenses_And_Other_Lia
Accrued Expenses And Other Liabilities | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Accrued Expenses And Other Current Liabilities [Abstract] | ' | |||||||
Accrued Expenses And Other Liabilities | ' | |||||||
Accrued expenses and other liabilities | ||||||||
Accrued expenses and other liabilities consisted of the following as of: | ||||||||
(in thousands) | September 30, 2013 | December 31, 2012 | ||||||
Taxes payable | $ | 5,433 | $ | 7,607 | ||||
Accrued commissions and salaries | 6,776 | 5,905 | ||||||
Accrued bonuses | 7,835 | 11,966 | ||||||
Customer credit balances | 2,503 | 4,577 | ||||||
Accrued software and maintenance | 2,031 | 3,875 | ||||||
Unrecognized tax benefit | 3,970 | 3,846 | ||||||
Other liabilities | 16,853 | 13,501 | ||||||
Total accrued expenses and other liabilities | 45,401 | 51,277 | ||||||
Less: Long-term portion | 5,850 | 5,281 | ||||||
Total accrued expenses and other current liabilities | $ | 39,551 | $ | 45,996 | ||||
Debt
Debt | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||
Debt | ' | |||||||||||||
Debt | ||||||||||||||
Credit facility | ||||||||||||||
We have a five-year $325.0 million credit facility which includes the following facilities: (i) a dollar and a designated currency revolving credit facility with sublimits for letters of credit and swingline loans, and (ii) a delayed draw term loan. The credit facility is secured by the stock and limited liability company interests of certain of our subsidiaries and is guaranteed by our material domestic subsidiaries. | ||||||||||||||
Amounts borrowed under the dollar tranche revolving credit loans and delayed draw term loans under the credit facility bear interest at a rate per annum equal to, at our option, (a) Base Rate equal to the highest of (i) the prime rate, (ii) federal funds rate plus 0.50% and (iii) one month LIBOR plus 1%, in addition to a margin of 0.25% to 1.25%, or (b) LIBOR rate plus a margin of 1.25% to 2.25%. Swingline loans bear interest at a rate per annum equal to the Base Rate plus a margin of 0.25% to 1.25% or such other rate agreed to between the Swingline lender and us. Designated currency tranche revolving credit loans bear interest at a rate per annum equal to the LIBOR rate for the applicable currency plus a margin of 1.25% to 2.25%. The exact amount of any margin depends on the nature of the loan and our leverage ratio. | ||||||||||||||
We also pay a quarterly commitment fee on the unused portion of the revolving credit facility from 0.20% to 0.35% per annum, depending on our leverage ratio. At September 30, 2013, the commitment fee was 0.28%. | ||||||||||||||
The term loans under our credit facility require periodic principal payments. The balance of the term loans and any amounts drawn on the revolving credit loans are due upon maturity of the credit facility in February 2017. We evaluate the classification of our debt based on the required annual maturities of our credit facility. | ||||||||||||||
The credit facility includes financial covenants related to the leverage ratio and interest ratio, as well as restrictions on the maximum amount of annual capital expenditures, our ability to declare and pay dividends and our ability to repurchase shares of our common stock. At September 30, 2013, we were in compliance with our debt covenants under the credit facility. | ||||||||||||||
The following table summarizes our debt balances and the related effective interest rate which includes our interest cost incurred and the effect of interest rate swap agreements. | ||||||||||||||
Debt balance at | Effective interest rate at | |||||||||||||
(in thousands, except percentages) | September 30, 2013 | December 31, 2012 | September 30, 2013 | December 31, 2012 | ||||||||||
Credit facility: | ||||||||||||||
Revolving credit loans | $ | 88,700 | $ | 123,000 | 2.29 | % | 2.68 | % | ||||||
Term loans | 85,000 | 92,500 | 2.64 | % | 3.14 | % | ||||||||
Total debt | 173,700 | 215,500 | 2.46 | % | 2.88 | % | ||||||||
Less: Debt, current portion | 12,500 | 10,000 | 2.64 | % | 3.14 | % | ||||||||
Debt, net of current portion | $ | 161,200 | $ | 205,500 | 2.45 | % | 2.86 | % | ||||||
We believe the carrying amount of our credit facility approximates its fair value at September 30, 2013 and December 31, 2012, due to the variable rate nature of the debt. As LIBOR rates are observable at commonly quoted intervals, it is classified within Level 2 of the fair value hierarchy. | ||||||||||||||
As of September 30, 2013, the required annual maturities related to our credit facility were as follows: | ||||||||||||||
Year ending December 31, | Annual maturities | |||||||||||||
(in thousands) | ||||||||||||||
2013 - remaining | $ | 2,500 | ||||||||||||
2014 | 13,750 | |||||||||||||
2015 | 15,000 | |||||||||||||
2016 | 15,000 | |||||||||||||
2017 | 127,450 | |||||||||||||
Total required maturities | $ | 173,700 | ||||||||||||
Deferred financing costs | ||||||||||||||
In February 2012, we amended and restated our credit facility to increase our borrowing capacity. In connection with our amended and restated credit facility we paid $2.4 million of financing costs. These costs together with a portion of the unamortized financing costs from our previous credit facility are being amortized over the term of the new facility. As of September 30, 2013 and December 31, 2012, deferred financing costs totaling $2.1 million and $2.5 million, respectively, are included in other assets on the consolidated balance sheet. |
Derivative_Instruments
Derivative Instruments | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | |||||||||||||
Derivatives Instruments | ' | |||||||||||||
Derivative instruments | ||||||||||||||
We use derivative instruments to manage interest rate risk. We have two interest rate swap agreements which effectively convert portions of our variable rate debt under our credit facility to a fixed rate for the terms of the swap agreements. The aggregate notional value of the swap agreements was $150.0 million with effective dates beginning in May 2012 through January 2017. We designated the swap agreements as cash flow hedges at the inception of the contracts. | ||||||||||||||
The fair values of our derivative instruments were as follows as of: | ||||||||||||||
Liability fair value at | ||||||||||||||
(in thousands) | Balance sheet location | September 30, 2013 | 31-Dec-12 | |||||||||||
Derivative instruments designated as hedging instruments: | ||||||||||||||
Interest rate swaps, current portion | Accrued expenses and other current liabilities | $ | 85 | $ | — | |||||||||
Interest rate swaps, long-term portion | Other liabilities | 472 | 1,296 | |||||||||||
Total derivative instruments designated as hedging instruments | $ | 557 | $ | 1,296 | ||||||||||
The fair value of our interest rate swaps was based on model-driven valuations using LIBOR rates, which are observable at commonly quoted intervals. Accordingly, our interest rate swaps are classified within Level 2 of the fair value hierarchy. | ||||||||||||||
The effects of derivative instruments in cash flow hedging relationships were as follows: | ||||||||||||||
Loss recognized in accumulated other comprehensive loss as of | Location of loss reclassified from accumulated other comprehensive loss into income | Amount reclassified from accumulated other comprehensive loss into income | ||||||||||||
30-Sep-13 | Three months ended September 30, | Nine months ended September 30, | ||||||||||||
(in thousands) | 2013 | 2013 | ||||||||||||
Interest rate swaps | $ | 557 | Interest expense | $ | 203 | $ | 592 | |||||||
30-Sep-12 | Three months ended September 30, | Nine months ended September 30, | ||||||||||||
2012 | 2012 | |||||||||||||
Interest rate swaps | $ | 1,447 | Interest expense | $ | 194 | $ | 258 | |||||||
We recognize income tax expense or benefit within accumulated other comprehensive loss each reporting period based on the change in fair value of our derivative instruments. The income tax benefit recognized in accumulated other comprehensive loss was $0.1 million for the three months ended September 30, 2013. The income tax benefit recognized in accumulated other comprehensive loss decreased $0.3 million during the nine months ended September 30, 2013. The income tax benefit recognized in accumulated other comprehensive loss was $0.2 million and $0.6 million for the three and nine months ended September 30, 2012, respectfully. There was no ineffective portion of our interest rate swaps during the three and nine months ended September 30, 2013 and 2012. |
Commitments_And_Contingencies
Commitments And Contingencies | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Commitments And Contingencies | ' | |||
Commitments and contingencies | ||||
Leases | ||||
We lease our headquarters facility under a 15-year lease agreement which was entered into in October 2008, and has two five-year renewal options. The current annual base rent of the lease is $4.0 million payable in equal monthly installments. The base rent escalates annually at a rate equal to the change in the consumer price index, as defined in the agreement, but not to exceed 5.5% in any year. | ||||
With our acquisition of Convio, we assumed a lease for office space in Austin, Texas which terminates on September 30, 2023, and has two five-year renewal options. Under the terms of the lease, we will increase our leased space by approximately 20,000 square feet on July 31, 2016. The current annual base rent of the lease is $2.2 million. The terms of the agreement include a rent holiday during the first year and base rent that escalates annually thereafter between 2% and 4%. The related rent expense is recorded on a straight-line basis over the length of the lease term. We have a standby letter of credit of $2.0 million for a security deposit for this lease. | ||||
We have provisions in our leases that entitle us to aggregate leasehold improvement allowances of $9.5 million. These amounts will be recorded as a reduction to rent expense ratably over the terms of the leases. Rent expense was reduced related to these lease provisions by $0.1 million and $0.4 million, during the three and nine months ended September 30, 2013, respectively, and by $0.1 million and $0.2 million during the three and nine months ended September 30, 2012, respectively. The leasehold improvement allowances have been included in the table of operating lease commitments below as a reduction in our lease commitments ratably over the then remaining terms of the leases. The timing of the reimbursements for the actual leasehold improvements may vary from the amounts reflected in the table below. | ||||
Additionally, we have subleased portions of our facilities under various agreements extending through 2013. The reduction in rent expense related to these agreements during the three and nine months ended September 30, 2013 was not material to the consolidated statements of comprehensive income. Rent expense was reduced by $0.1 million and $0.3 million related to these agreements during the three and nine months ended September 30, 2012, respectively. | ||||
We have also received, and expect to receive through 2016, quarterly South Carolina state incentive payments as a result of locating our headquarters facility in Berkeley County, South Carolina. These amounts are recorded as a reduction of rent expense and were $0.6 million and $0.4 million for the three months ended September 30, 2013 and 2012, respectively and $1.6 million and $1.6 million for the nine months ended September 30, 2013 and 2012, respectively. Total rent expense was $2.2 million and $2.3 million for the three months ended September 30, 2013 and 2012, respectively and $6.7 million and $5.4 million for the nine months ended September 30, 2013 and 2012, respectively. | ||||
Additionally, we lease various office space and equipment under operating leases. We also have various non-cancelable capital leases for computer equipment and furniture that are not significant. | ||||
As of September 30, 2013, the future minimum lease commitments related to lease agreements, net of related sublease commitments and lease incentives, were as follows: | ||||
Year ending December 31, | Operating | |||
(in thousands) | leases | |||
2013 – remaining | $ | 2,355 | ||
2014 | 10,038 | |||
2015 | 9,875 | |||
2016 | 9,556 | |||
2017 | 9,596 | |||
Thereafter | 51,183 | |||
Total minimum lease payments | $ | 92,603 | ||
Other commitments | ||||
We utilize third-party relationships in conjunction with our products and services, with contractual arrangements varying in length from one to three years. In certain cases, these arrangements require a minimum annual purchase commitment. As of September 30, 2013, the remaining aggregate minimum purchase commitment under these arrangements was approximately $13.9 million through 2016. We incurred expense under these arrangements of $1.4 million and $2.1 million for the three and nine months ended September 30, 2013. | ||||
Legal contingencies | ||||
We are subject to legal proceedings and claims that arise in the ordinary course of business. We record an accrual for a contingency when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We do not believe the amount of potential liability with respect to these actions will have a material adverse effect upon our consolidated financial position, results of operations or cash flows. |
Income_Taxes
Income Taxes | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
Income Taxes | ' | |||||||||||
Income taxes | ||||||||||||
Our effective tax rates including the effects of period-specific events, were: | ||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
Effective tax rate | 43 | % | 39 | % | 41.7 | % | 44.6 | % | ||||
The increase in the effective tax rate during the three months ended September 30, 2013 when compared to the same period in 2012 was due to an increase in nondeductible compensation of certain executive officers, a reduction in the 2012 benefit from research and development credits, and an increase in the proportional earnings during the three months ended September 30, 2013 as compared to the same period in 2012 relative to the estimated full year earnings for the respective periods. | ||||||||||||
The decrease in the effective tax rate during the nine months ended September 30, 2013 when compared to the same period in 2012 was primarily due to an increase in the benefit from research and development credits and a decrease in nondeductible acquisition costs, partially offset by an increase in nondeductible compensation of certain executive officers and an increase in pretax income. The research and development credits were reinstated in January 2013 with retrospective application to the 2012 tax year. The provision for income taxes differs from the tax computed at the U.S. federal statutory income tax rate of 35.0% due primarily to research and development tax credits, which were partially offset by foreign loss jurisdictions where we have determined a valuation allowance is appropriate, as well as state taxes. Our effective income tax rate may fluctuate quarterly as a result of factors, including transactions entered into, changes in the geographic distribution of our earnings or losses, our assessment of certain tax contingencies, valuation allowances, and changes in tax law in jurisdictions where we conduct business. | ||||||||||||
We have deferred tax assets for federal, state, and international net operating loss carryforwards and state tax credits. The federal and state net operating loss carryforwards are subject to various Internal Revenue Code limitations and applicable state tax laws. The foreign net operating loss carryforwards, a portion of the state net operating loss carryforwards and a portion of state tax credits have a valuation reserve due to the uncertainty of realizing such carryforwards and credits in the future. | ||||||||||||
The total amount of unrecognized tax benefit that, if recognized, would favorably affect the effective tax rate, was $4.0 million at September 30, 2013 and $3.8 million at December 31, 2012. |
StockBased_Compensation
Stock-Based Compensation | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||
Stock-Based Compensation | ' | |||||||||||||||
Stock-based compensation | ||||||||||||||||
Stock-based compensation expense is allocated to cost of revenue and operating expenses on the consolidated statements of comprehensive income based on the revenue stream to which the employee contributes. The following table summarizes stock-based compensation expense: | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Included in cost of revenue: | ||||||||||||||||
Cost of subscriptions | $ | 340 | $ | 308 | $ | 755 | $ | 734 | ||||||||
Cost of services | 468 | 854 | 1,905 | 1,911 | ||||||||||||
Cost of maintenance | 100 | 101 | 356 | 301 | ||||||||||||
Total included in cost of revenue | 908 | 1,263 | 3,016 | 2,946 | ||||||||||||
Included in operating expenses: | ||||||||||||||||
Sales and marketing | 512 | 714 | 1,755 | 1,734 | ||||||||||||
Research and development | 762 | 980 | 2,977 | 2,478 | ||||||||||||
General and administrative | 890 | 1,874 | 5,220 | 7,297 | ||||||||||||
Total included in operating expenses | 2,164 | 3,568 | 9,952 | 11,509 | ||||||||||||
Total | $ | 3,072 | $ | 4,831 | $ | 12,968 | $ | 14,455 | ||||||||
Stockholders_Equity
Stockholders' Equity | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Equity [Abstract] | ' | |||||||||||
Stockholders' Equity | ' | |||||||||||
Stockholders’ equity | ||||||||||||
Dividends | ||||||||||||
In February 2013, our Board of Directors approved an annual dividend of $0.48 per share. The following table provides information with respect to quarterly dividends paid on common stock during the nine months ended September 30, 2013. | ||||||||||||
Declaration Date | Dividend per Share | Record Date | Payable Date | |||||||||
Feb-13 | $ | 0.12 | February 28 | March 15 | ||||||||
May-13 | $ | 0.12 | May 28 | June 14 | ||||||||
Aug-13 | $ | 0.12 | 28-Aug | 13-Sep | ||||||||
In November 2013, our Board of Directors declared a fourth quarter dividend of $0.12 per share payable on December 13, 2013, to stockholders of record on November 27, 2013. | ||||||||||||
Changes in accumulated other comprehensive loss by component | ||||||||||||
The changes in accumulated other comprehensive loss by component, consisted of the following: | ||||||||||||
(in thousands) | Gains and losses on cash flow hedges | Foreign currency translation adjustment | Total | |||||||||
Balance at December 31, 2012 | $ | (791 | ) | $ | (1,182 | ) | $ | (1,973 | ) | |||
Other comprehensive (loss) income before reclassifications | (141 | ) | 113 | (28 | ) | |||||||
Amounts reclassified from accumulated other comprehensive loss to interest expense | 592 | — | 592 | |||||||||
Net current-period other comprehensive income | 451 | 113 | 564 | |||||||||
Balance at September 30, 2013 | $ | (340 | ) | $ | (1,069 | ) | $ | (1,409 | ) |
Segment_Information
Segment Information | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Segment Information | ' | |||||||||||||||
Segment information | ||||||||||||||||
As of September 30, 2013, our reportable segments were the Enterprise Customer Business Unit, or the ECBU, the General Markets Business Unit, or the GMBU, the International Business Unit, or the IBU, and Target Analytics. Following is a description of each reportable segment: | ||||||||||||||||
• | The ECBU is focused on marketing, sales, delivery and support to large and/or strategic customers, specifically identified prospects and customers in North America; | |||||||||||||||
• | The GMBU is focused on marketing, sales, delivery and support to all emerging and mid-sized prospects and customers in North America; | |||||||||||||||
• | The IBU is focused on marketing, sales, delivery and support to all prospects and customers outside of North America; and | |||||||||||||||
• | Target Analytics is primarily focused on marketing, sales and delivery of analytic services to all prospects and customers in North America. | |||||||||||||||
Our chief operating decision maker is our chief executive officer, or CEO. The CEO reviews financial information presented on an operating segment basis for the purposes of making certain operating decisions and assessing financial performance. The CEO uses internal financial reports that provide segment revenues and operating income, excluding stock-based compensation expense, amortization expense, depreciation expense, research and development expense and certain corporate sales, marketing, general and administrative expenses. Currently, the CEO believes that the exclusion of these costs allows for a better understanding of the operating performance of the operating units and management of other operating expenses and cash needs. The CEO does not review any segment balance sheet information. | ||||||||||||||||
We have recast our segment disclosures for the three and nine months ended September 30, 2012, to present them on a consistent basis with the current year. During 2013, we changed our methodology for allocating revenue and expenses to our reportable segments to provide further precision in those allocations. Summarized reportable segment financial results, were as follows: | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Revenue by segment: | ||||||||||||||||
ECBU | $ | 49,287 | $ | 46,188 | $ | 143,241 | $ | 121,678 | ||||||||
GMBU | 55,753 | 54,664 | 164,695 | 148,198 | ||||||||||||
IBU | 10,781 | 10,586 | 30,807 | 29,587 | ||||||||||||
Target Analytics | 12,033 | 11,034 | 30,165 | 27,901 | ||||||||||||
Other(1) | — | — | 37 | 4 | ||||||||||||
Total revenue | $ | 127,854 | $ | 122,472 | $ | 368,945 | $ | 327,368 | ||||||||
Segment operating income(2): | ||||||||||||||||
ECBU | $ | 26,685 | $ | 21,417 | $ | 76,823 | $ | 53,212 | ||||||||
GMBU | 32,985 | 32,993 | 98,532 | 88,858 | ||||||||||||
IBU | 2,904 | 1,555 | 6,142 | 3,698 | ||||||||||||
Target Analytics | 6,311 | 6,087 | 13,222 | 13,040 | ||||||||||||
Other(1) | 46 | 60 | 336 | 345 | ||||||||||||
68,931 | 62,112 | 195,055 | 159,153 | |||||||||||||
Less: | ||||||||||||||||
Corporate unallocated costs(3) | 41,729 | 45,540 | 126,641 | 123,509 | ||||||||||||
Stock-based compensation costs | 3,072 | 4,831 | 12,968 | 14,455 | ||||||||||||
Amortization expense | 6,122 | 5,556 | 18,526 | 11,629 | ||||||||||||
Interest expense, net | 1,378 | 1,938 | 4,532 | 3,511 | ||||||||||||
Other expense (income), net | 140 | (382 | ) | 346 | 66 | |||||||||||
Income before provision for income taxes | $ | 16,490 | $ | 4,629 | $ | 32,042 | $ | 5,983 | ||||||||
-1 | Other includes revenue and the related costs from the sale of products and services not directly attributable to an operating segment. | |||||||||||||||
-2 | Segment operating income includes direct, controllable costs related to the sale of products and services by the reportable segment, except for IBU, which includes operating costs from our foreign locations such as sales, marketing, general, administrative, depreciation and facilities costs. | |||||||||||||||
-3 | Corporate unallocated costs includes research and development, depreciation expense, and certain corporate sales, marketing, general and administrative expenses. |
Restructuring
Restructuring | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||||||
Restructuring | ' | |||||||||||||||
Restructuring | ||||||||||||||||
During 2012, in an effort to consolidate our operating locations, we decided not to renew our lease for office space in San Diego, CA, which matured on June 30, 2013. As a result, we initiated a plan to transition most of our operations based in San Diego, CA to our Austin, TX location, which we substantially completed in June 2013 when the lease matured. | ||||||||||||||||
The following table summarizes our restructuring costs related to our San Diego office transition as of September 30, 2013: | ||||||||||||||||
Total costs expected to be incurred | Costs incurred during the three months ended | Costs incurred during the nine months ended | Cumulative costs incurred as of | |||||||||||||
(in thousands) | September 30, 2013 | |||||||||||||||
By component: | ||||||||||||||||
Employee severance and retention costs | $ | 295 | $ | — | $ | 120 | $ | 295 | ||||||||
Employee relocation costs | 159 | 83 | 159 | 159 | ||||||||||||
454 | 83 | 279 | 454 | |||||||||||||
By reportable segment: | ||||||||||||||||
Other | $ | 454 | $ | 83 | $ | 279 | $ | 454 | ||||||||
The change in our liability related to our San Diego office transition during the nine months ended September 30, 2013, consisted of the following: | ||||||||||||||||
Accrued at | Increases for incurred costs | Costs paid | Accrued at | |||||||||||||
(in thousands) | December 31, 2012 | September 30, 2013 | ||||||||||||||
Employee severance and retention costs | $ | 175 | $ | 120 | $ | (295 | ) | $ | — | |||||||
Employee relocation costs | — | 159 | (159 | ) | — | |||||||||||
$ | 175 | $ | 279 | $ | (454 | ) | $ | — | ||||||||
In January 2013, we implemented a realignment of our workforce in response to changes in the nonprofit industry and global economy. The realignment included a reduction in workforce of approximately 135 positions. The cost associated with this realignment was substantially incurred during the first nine months of 2013. | ||||||||||||||||
The following table summarizes our restructuring costs related to the reduction in workforce as of September 30, 2013: | ||||||||||||||||
Total costs expected to be incurred | Costs incurred during the three months ended | Costs incurred during the nine months ended | Cumulative costs incurred as of | |||||||||||||
(in thousands) | September 30, 2013 | |||||||||||||||
By component: | ||||||||||||||||
Employee severance costs | $ | 3,187 | $ | 27 | $ | 3,187 | $ | 3,187 | ||||||||
By reportable segment: | ||||||||||||||||
ECBU | $ | 828 | $ | — | $ | 828 | $ | 828 | ||||||||
GMBU | 290 | — | 290 | 290 | ||||||||||||
Target Analytics | 136 | — | 136 | 136 | ||||||||||||
Other | 1,933 | 27 | 1,933 | 1,933 | ||||||||||||
$ | 3,187 | $ | 27 | $ | 3,187 | $ | 3,187 | |||||||||
The change in our liability related to the reduction in workforce during the nine months ended September 30, 2013, consisted of the following: | ||||||||||||||||
Accrued at | Increases for incurred costs | Costs paid | Accrued at | |||||||||||||
(in thousands) | December 31, 2012 | September 30, 2013 | ||||||||||||||
Employee severance costs | $ | — | $ | 3,187 | $ | (3,187 | ) | $ | — | |||||||
Summary_Of_Significant_Account1
Summary Of Significant Accounting Policies (Policies) | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||||||||||
Unaudited interim consolidated financial statements | ' | |||||||||||||||||||||||
Unaudited interim consolidated financial statements | ||||||||||||||||||||||||
The accompanying interim consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (SEC) for interim financial reporting. These consolidated statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary to state fairly the consolidated balance sheets, consolidated statements of comprehensive income, consolidated statements of cash flows and consolidated statements of stockholders’ equity, for the periods presented in accordance with accounting principles generally accepted in the United States (GAAP). The consolidated balance sheet at December 31, 2012, has been derived from the audited consolidated financial statements at that date. Operating results for the three and nine months ended September 30, 2013 and cash flows for the nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2013, or any other future period. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted in accordance with the rules and regulations for interim reporting of the SEC. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2012, and other forms filed with the SEC from time to time. | ||||||||||||||||||||||||
Basis of consolidation | ' | |||||||||||||||||||||||
Basis of consolidation | ||||||||||||||||||||||||
The consolidated financial statements include the accounts of Blackbaud, Inc. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. | ||||||||||||||||||||||||
Use of estimates | ' | |||||||||||||||||||||||
Use of estimates | ||||||||||||||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. On an ongoing basis, we reconsider and evaluate our estimates and assumptions, including those that impact revenue recognition, long-lived and intangible assets and goodwill, stock-based compensation, the provision for income taxes, capitalization of software development costs, our allowance for sales returns and doubtful accounts, deferred sales commissions, accounting for business combinations and loss contingencies. Changes in the facts or circumstances underlying these estimates could result in material changes and actual results could materially differ from these estimates. | ||||||||||||||||||||||||
Revenue recognition | ' | |||||||||||||||||||||||
Revenue recognition | ||||||||||||||||||||||||
Our revenue is primarily generated from the following sources: (i) charging for the use of our software products in a hosted environment; (ii) selling perpetual licenses of our software products; (iii) providing professional services including implementation, training, consulting, analytic, hosting and other services; and (iv) providing software maintenance and support services. | ||||||||||||||||||||||||
We recognize revenue when all of the following conditions are met: | ||||||||||||||||||||||||
•Persuasive evidence of an arrangement exists; | ||||||||||||||||||||||||
•The product or services have been delivered; | ||||||||||||||||||||||||
•The fee is fixed or determinable; and | ||||||||||||||||||||||||
•Collection of the resulting receivable is probable. | ||||||||||||||||||||||||
Determining whether and when these criteria have been met can require significant judgment and estimates. We deem acceptance of an agreement to be evidence of an arrangement. Delivery of our services occurs when the services have been performed. Delivery of our products occurs when the product is shipped or transmitted, and title and risk of loss have transferred to the customers. Our typical agreements do not include customer acceptance provisions; however, if acceptance provisions are provided, delivery is deemed to occur upon acceptance. We consider the fee to be fixed or determinable unless the fee is subject to refund or adjustment or is not payable within our standard payment terms. Payment terms greater than 90 days are considered to be beyond our customary payment terms. Collection is deemed probable if we expect that the customer will be able to pay amounts under the arrangement as they become due. If we determine that collection is not probable, we defer revenue recognition until collection. Revenue is recognized net of sales returns and allowances. | ||||||||||||||||||||||||
We follow guidance provided in ASC 605-45, Principal Agent Considerations, which states that determining whether a company should recognize revenue based on the gross amount billed to a customer or the net amount retained is a matter of judgment that depends on the facts and circumstances of the arrangement and that certain factors should be considered in the evaluation. | ||||||||||||||||||||||||
Subscriptions | ||||||||||||||||||||||||
We provide hosting services to customers who have purchased perpetual rights to certain of our software products (hosting services). Revenue from hosting services, as well as data enrichment services, data management services and online training programs, is recognized ratably beginning on the activation date over the term of the agreement, which generally ranges from one to three years. Any related set-up fees are recognized ratably over the estimated period that the customer benefits from the related hosting service. | ||||||||||||||||||||||||
We make certain of our software products available for use in hosted application arrangements without licensing perpetual rights to the software (hosted applications). Revenue from hosted applications is recognized ratably beginning on the activation date over the term of the agreement, which generally ranges from one to three years. Any revenue related to upfront activation, set-up or implementation fees is recognized ratably over the estimated period that the customer benefits from the related hosted application. Direct and incremental costs relating to activation, set-up and implementation for hosted applications are capitalized until the hosted application is deployed and in use, and then expensed over the estimated period that the customer benefits from the related hosted application. | ||||||||||||||||||||||||
For arrangements that have multiple elements and do not include software licenses, we allocate arrangement consideration at the inception of the arrangement to those elements that qualify as separate units of accounting. The arrangement consideration is allocated to the separate units of accounting based on relative selling price method in accordance with the selling price hierarchy, which includes: (i) vendor specific objective evidence (VSOE) if available; (ii) third-party evidence (TPE) if VSOE is not available; and (iii) best estimate of selling price (BESP) if neither VSOE nor TPE is available. In general, we use VSOE to allocate the selling price to subscription and service deliverables. | ||||||||||||||||||||||||
We offer certain payment processing services with the assistance of third-party vendors. When we are the primary obligor in a transaction, have latitude in establishing prices and are the party determining the service specifications or have several but not all of these indicators, we record the revenue on a gross basis. Otherwise, we record revenue associated with the related subscribers on a net basis, netting the cost of revenue associated with the service against the gross amount billed the customer and record the net amount as revenue. | ||||||||||||||||||||||||
Revenue from transaction processing fees is recognized when the service is provided and the amounts are determinable. Revenue directly associated with processing donations for customers are included in subscriptions revenue, net of related transaction costs. | ||||||||||||||||||||||||
License fees | ||||||||||||||||||||||||
We sell software licenses with maintenance, varying levels of professional services and, in certain instances, with hosting services. We allocate revenue to each of the elements in these arrangements using the residual method under which we first allocate revenue to the undelivered elements, typically the non-software license components, based on objective evidence of the fair value of the various elements. We determine the fair value of the various elements using different methods. Fair value for maintenance services associated with software licenses is based upon renewal rates stated in the agreements with customers, which vary according to the level of support service provided under the maintenance program. Fair value of professional services and other products and services is based on sales of these products and services to other customers when sold on a stand-alone basis. Any remaining revenue is allocated to the delivered elements which is normally the software license in the arrangement. | ||||||||||||||||||||||||
When a software license is sold with software customization services, generally the services are to provide customer support for assistance in creating special reports and other enhancements that will assist with efforts to improve operational efficiency and/or to support business process improvements. These services are generally not essential to the functionality of the software. However, when software customization services are considered essential to the functionality of the software, we recognize revenue for both the software license and the services using the percentage-of-completion method. | ||||||||||||||||||||||||
Services | ||||||||||||||||||||||||
We generally bill consulting, installation and implementation services based on hourly rates plus reimbursable travel-related expenses. Revenue is recognized for these services over the period the services are performed. | ||||||||||||||||||||||||
We recognize analytic services revenue from donor prospect research engagements, the sale of lists of potential donors, benchmarking studies and data modeling service engagements upon delivery. In arrangements where we provide customers the right to updates to the lists during the contract period, revenue is recognized ratably over the contract period. | ||||||||||||||||||||||||
We sell training at a fixed rate for each specific class at a per attendee price or at a packaged price for several attendees, and recognize the related revenue upon the customer attending and completing training. Additionally, we sell fixed-rate programs, which permit customers to attend unlimited training over a specified contract period, typically one year, subject to certain restrictions, and revenue is recognized ratably over the contract period. | ||||||||||||||||||||||||
Maintenance | ||||||||||||||||||||||||
We recognize revenue from maintenance services ratably over the contract term, typically one year. Maintenance contracts are at rates that vary according to the level of the maintenance program and are generally renewable annually. Maintenance contracts also include the right to unspecified product upgrades on an if-and-when available basis. Certain support services are sold in prepaid units of time and recognized as revenue upon their usage. | ||||||||||||||||||||||||
Deferred revenue | ||||||||||||||||||||||||
To the extent that our customers are billed for the above described services in advance of delivery, we record such amounts in deferred revenue. | ||||||||||||||||||||||||
Goodwill | ' | |||||||||||||||||||||||
Goodwill | ||||||||||||||||||||||||
The change in goodwill for each reportable segment during the nine months ended September 30, 2013, consisted of the following: | ||||||||||||||||||||||||
(in thousands) | ECBU | GMBU | IBU | Target Analytics | Other | Total | ||||||||||||||||||
Balance at December 31, 2012 | $ | 148,322 | $ | 75,149 | $ | 6,311 | $ | 33,177 | $ | 2,096 | $ | 265,055 | ||||||||||||
Additions related to business combinations | — | — | 413 | — | — | 413 | ||||||||||||||||||
Adjustments related to prior year business combinations | (494 | ) | (193 | ) | — | — | — | (687 | ) | |||||||||||||||
Effect of foreign currency translation | — | — | (142 | ) | — | — | (142 | ) | ||||||||||||||||
Balance at September 30, 2013 | $ | 147,828 | $ | 74,956 | $ | 6,582 | $ | 33,177 | $ | 2,096 | $ | 264,639 | ||||||||||||
Amortization expense | ' | |||||||||||||||||||||||
Amortization expense | ||||||||||||||||||||||||
Amortization expense related to finite-lived intangible assets acquired in business combinations is allocated to cost of revenue and operating expenses on the consolidated statements of comprehensive income based on the revenue stream to which the asset contributes. | ||||||||||||||||||||||||
Recently adopted accounting pronouncements | ' | |||||||||||||||||||||||
Recently adopted accounting pronouncements | ||||||||||||||||||||||||
Effective January 1, 2013, we adopted ASU 2013-02, Comprehensive Income (Topic 220), Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which requires that entities provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, entities are required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income, entities are required to cross-reference to other disclosures required under GAAP that provide additional detail about those amounts. The adoption of ASU 2013-02 did not have a material impact on our consolidated financial statements. We have presented the amounts reclassified out of accumulated other comprehensive income by component in Note 8 and Note 12 to our consolidated financial statements. | ||||||||||||||||||||||||
Effective January 1, 2013, we adopted ASU 2012-02, Intangibles - Goodwill and Other (Topic 350), Testing Indefinite-Lived Intangible Assets for Impairment, which simplifies how entities test indefinite-lived intangible assets for impairment. ASU 2012-02 permits an entity to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test currently required by ASC Topic 350-30 on general intangibles other than goodwill. The adoption of ASU 2012-02 did not have a material impact on our consolidated financial statements. | ||||||||||||||||||||||||
Recently issued accounting pronouncements | ' | |||||||||||||||||||||||
Recently issued accounting pronouncements | ||||||||||||||||||||||||
In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740), Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. Under ASU 2013-11, an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward or a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. ASU 2013-11 is effective for fiscal years and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. We do not anticipate any material impact from the adoption of ASU 2013-11. | ||||||||||||||||||||||||
Legal contingencies | ' | |||||||||||||||||||||||
Legal contingencies | ||||||||||||||||||||||||
We are subject to legal proceedings and claims that arise in the ordinary course of business. We record an accrual for a contingency when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. |
Summary_Of_Significant_Account2
Summary Of Significant Accounting Policies (Tables) | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||||||||||
Change In Goodwill By Reportable Segment | ' | |||||||||||||||||||||||
The change in goodwill for each reportable segment during the nine months ended September 30, 2013, consisted of the following: | ||||||||||||||||||||||||
(in thousands) | ECBU | GMBU | IBU | Target Analytics | Other | Total | ||||||||||||||||||
Balance at December 31, 2012 | $ | 148,322 | $ | 75,149 | $ | 6,311 | $ | 33,177 | $ | 2,096 | $ | 265,055 | ||||||||||||
Additions related to business combinations | — | — | 413 | — | — | 413 | ||||||||||||||||||
Adjustments related to prior year business combinations | (494 | ) | (193 | ) | — | — | — | (687 | ) | |||||||||||||||
Effect of foreign currency translation | — | — | (142 | ) | — | — | (142 | ) | ||||||||||||||||
Balance at September 30, 2013 | $ | 147,828 | $ | 74,956 | $ | 6,582 | $ | 33,177 | $ | 2,096 | $ | 264,639 | ||||||||||||
Summary Of Amortization Expense | ' | |||||||||||||||||||||||
The following table summarizes amortization expense: | ||||||||||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||
Included in cost of revenue: | ||||||||||||||||||||||||
Cost of license fees | $ | 87 | $ | 119 | $ | 334 | $ | 366 | ||||||||||||||||
Cost of subscriptions | 4,657 | 4,044 | 13,968 | 7,732 | ||||||||||||||||||||
Cost of services | 631 | 571 | 1,897 | 1,450 | ||||||||||||||||||||
Cost of maintenance | 114 | 114 | 342 | 608 | ||||||||||||||||||||
Cost of other revenue | 19 | 18 | 57 | 56 | ||||||||||||||||||||
Total included in cost of revenue | 5,508 | 4,866 | 16,598 | 10,212 | ||||||||||||||||||||
Included in operating expenses | 614 | 690 | 1,928 | 1,417 | ||||||||||||||||||||
Total | $ | 6,122 | $ | 5,556 | $ | 18,526 | $ | 11,629 | ||||||||||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | ' | |||||||||||||||||||||||
The following table outlines the estimated future amortization expense for each of the next five years for our finite-lived intangible assets as of September 30, 2013: | ||||||||||||||||||||||||
Year ending December 31, | Amortization | |||||||||||||||||||||||
(in thousands) | expense | |||||||||||||||||||||||
2013 - remaining | $ | 6,074 | ||||||||||||||||||||||
2014 | 22,601 | |||||||||||||||||||||||
2015 | 22,227 | |||||||||||||||||||||||
2016 | 21,819 | |||||||||||||||||||||||
2017 | 19,501 | |||||||||||||||||||||||
Total | $ | 92,222 | ||||||||||||||||||||||
Business_Combinations_Tables
Business Combinations (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||
Purchase price allocation | ' | |||||||||||||||
The following table summarizes the allocation of the purchase price based on the estimated fair value of the assets acquired and the liabilities assumed: | ||||||||||||||||
(in thousands) | ||||||||||||||||
Net working capital, excluding deferred revenue | $ | 57,062 | ||||||||||||||
Property and equipment | 6,591 | |||||||||||||||
Other long term assets | 75 | |||||||||||||||
Deferred revenue | (7,847 | ) | ||||||||||||||
Deferred tax liability | (33,181 | ) | ||||||||||||||
Intangible assets and liabilities | 139,650 | |||||||||||||||
Goodwill | 173,324 | |||||||||||||||
$ | 335,674 | |||||||||||||||
Acquired intangible assets | ' | |||||||||||||||
The acquisition resulted in the identification of the following identifiable intangible assets: | ||||||||||||||||
Intangible assets acquired | Weighted average amortization period | |||||||||||||||
(in thousands) | (in years) | |||||||||||||||
Customer relationships | $ | 53,000 | 15 | |||||||||||||
Marketing assets | 7,800 | 7 | ||||||||||||||
Acquired technology | 69,000 | 8 | ||||||||||||||
In-process research and development | 9,100 | 7 | ||||||||||||||
Non-compete agreements | 1,440 | 2 | ||||||||||||||
Unfavorable leasehold interests | (690 | ) | 7 | |||||||||||||
$ | 139,650 | |||||||||||||||
Convio pro forma condensed consolidated results of operations | ' | |||||||||||||||
The following unaudited pro forma condensed consolidated results of operations assume that the acquisition of Convio occurred on January 1, 2012. This unaudited pro forma financial information does not reflect any adjustments for anticipated synergies resulting from the acquisition and should not be relied upon as being indicative of the historical results that would have been attained had the transaction been consummated as of January 1, 2012, or of the results that may occur in the future. | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
(in thousands, except per share amounts) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Revenue | $ | 127,854 | $ | 122,472 | $ | 368,945 | $ | 356,836 | ||||||||
Net income (loss) | $ | 9,393 | $ | 2,825 | $ | 18,682 | $ | (3,154 | ) | |||||||
Basic earnings (loss) per share | $ | 0.21 | $ | 0.06 | $ | 0.42 | $ | (0.07 | ) | |||||||
Diluted earnings (loss) per share | $ | 0.21 | $ | 0.06 | $ | 0.41 | $ | (0.07 | ) | |||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Computation Of Basic And Diluted Earnings Per Share | ' | |||||||||||||||
The following table sets forth the computation of basic and diluted earnings per share: | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
(in thousands, except share and per share amounts) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Numerator: | ||||||||||||||||
Net income, as reported | $ | 9,393 | $ | 2,825 | $ | 18,682 | $ | 3,313 | ||||||||
Denominator: | ||||||||||||||||
Weighted average common shares | 44,735,425 | 44,172,836 | 44,583,623 | 44,077,911 | ||||||||||||
Add effect of dilutive securities: | ||||||||||||||||
Employee equity-based compensation | 833,850 | 545,265 | 748,994 | 572,117 | ||||||||||||
Weighted average common shares assuming dilution | 45,569,275 | 44,718,101 | 45,332,617 | 44,650,028 | ||||||||||||
Earnings per share: | ||||||||||||||||
Basic | $ | 0.21 | $ | 0.06 | $ | 0.42 | $ | 0.08 | ||||||||
Diluted | $ | 0.21 | $ | 0.06 | $ | 0.41 | $ | 0.07 | ||||||||
Anti-Dilutive Securities | ' | |||||||||||||||
The following shares and potential shares underlying stock-based awards were not included in diluted earnings per share because their inclusion would have been anti-dilutive: | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Shares excluded from calculations of diluted earnings per share | 44,728 | 604,243 | 56,604 | 121,488 | ||||||||||||
Prepaid_Expenses_And_Other_Ass1
Prepaid Expenses And Other Assets (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | |||||||
Components Of Prepaid Expenses And Other Assets | ' | |||||||
Prepaid expenses and other assets consisted of the following as of: | ||||||||
(in thousands) | September 30, 2013 | December 31, 2012 | ||||||
Deferred sales commissions | $ | 19,116 | $ | 18,142 | ||||
Prepaid software maintenance | 6,603 | 5,530 | ||||||
Taxes, prepaid and receivable | 821 | 7,398 | ||||||
Deferred professional services costs | 7,759 | 8,057 | ||||||
Other assets | 14,422 | 11,306 | ||||||
Total prepaid expenses and other assets | 48,721 | 50,433 | ||||||
Less: Long-term portion | 18,435 | 9,844 | ||||||
Total prepaid expenses and other current assets | $ | 30,286 | $ | 40,589 | ||||
Accrued_Expenses_And_Other_Lia1
Accrued Expenses And Other Liabilities (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Accrued Expenses And Other Current Liabilities [Abstract] | ' | |||||||
Components Of Accrued Expenses And Other Liabilities | ' | |||||||
Accrued expenses and other liabilities consisted of the following as of: | ||||||||
(in thousands) | September 30, 2013 | December 31, 2012 | ||||||
Taxes payable | $ | 5,433 | $ | 7,607 | ||||
Accrued commissions and salaries | 6,776 | 5,905 | ||||||
Accrued bonuses | 7,835 | 11,966 | ||||||
Customer credit balances | 2,503 | 4,577 | ||||||
Accrued software and maintenance | 2,031 | 3,875 | ||||||
Unrecognized tax benefit | 3,970 | 3,846 | ||||||
Other liabilities | 16,853 | 13,501 | ||||||
Total accrued expenses and other liabilities | 45,401 | 51,277 | ||||||
Less: Long-term portion | 5,850 | 5,281 | ||||||
Total accrued expenses and other current liabilities | $ | 39,551 | $ | 45,996 | ||||
Debt_Tables
Debt (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||
Schedule of Long-term Debt Instruments | ' | |||||||||||||
The following table summarizes our debt balances and the related effective interest rate which includes our interest cost incurred and the effect of interest rate swap agreements. | ||||||||||||||
Debt balance at | Effective interest rate at | |||||||||||||
(in thousands, except percentages) | September 30, 2013 | December 31, 2012 | September 30, 2013 | December 31, 2012 | ||||||||||
Credit facility: | ||||||||||||||
Revolving credit loans | $ | 88,700 | $ | 123,000 | 2.29 | % | 2.68 | % | ||||||
Term loans | 85,000 | 92,500 | 2.64 | % | 3.14 | % | ||||||||
Total debt | 173,700 | 215,500 | 2.46 | % | 2.88 | % | ||||||||
Less: Debt, current portion | 12,500 | 10,000 | 2.64 | % | 3.14 | % | ||||||||
Debt, net of current portion | $ | 161,200 | $ | 205,500 | 2.45 | % | 2.86 | % | ||||||
Schedule of Maturities of Long-term Debt | ' | |||||||||||||
As of September 30, 2013, the required annual maturities related to our credit facility were as follows: | ||||||||||||||
Year ending December 31, | Annual maturities | |||||||||||||
(in thousands) | ||||||||||||||
2013 - remaining | $ | 2,500 | ||||||||||||
2014 | 13,750 | |||||||||||||
2015 | 15,000 | |||||||||||||
2016 | 15,000 | |||||||||||||
2017 | 127,450 | |||||||||||||
Total required maturities | $ | 173,700 | ||||||||||||
Derivative_Instruments_Tables
Derivative Instruments (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | |||||||||||||
Fair values of derivative instruments | ' | |||||||||||||
The fair values of our derivative instruments were as follows as of: | ||||||||||||||
Liability fair value at | ||||||||||||||
(in thousands) | Balance sheet location | September 30, 2013 | 31-Dec-12 | |||||||||||
Derivative instruments designated as hedging instruments: | ||||||||||||||
Interest rate swaps, current portion | Accrued expenses and other current liabilities | $ | 85 | $ | — | |||||||||
Interest rate swaps, long-term portion | Other liabilities | 472 | 1,296 | |||||||||||
Total derivative instruments designated as hedging instruments | $ | 557 | $ | 1,296 | ||||||||||
Effects of derivative instruments in cash flow hedging relationships | ' | |||||||||||||
The effects of derivative instruments in cash flow hedging relationships were as follows: | ||||||||||||||
Loss recognized in accumulated other comprehensive loss as of | Location of loss reclassified from accumulated other comprehensive loss into income | Amount reclassified from accumulated other comprehensive loss into income | ||||||||||||
30-Sep-13 | Three months ended September 30, | Nine months ended September 30, | ||||||||||||
(in thousands) | 2013 | 2013 | ||||||||||||
Interest rate swaps | $ | 557 | Interest expense | $ | 203 | $ | 592 | |||||||
30-Sep-12 | Three months ended September 30, | Nine months ended September 30, | ||||||||||||
2012 | 2012 | |||||||||||||
Interest rate swaps | $ | 1,447 | Interest expense | $ | 194 | $ | 258 | |||||||
Commitments_And_Contingencies_
Commitments And Contingencies (Tables) | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Future Minimum Lease Commitments Related To Operating Leases | ' | |||
As of September 30, 2013, the future minimum lease commitments related to lease agreements, net of related sublease commitments and lease incentives, were as follows: | ||||
Year ending December 31, | Operating | |||
(in thousands) | leases | |||
2013 – remaining | $ | 2,355 | ||
2014 | 10,038 | |||
2015 | 9,875 | |||
2016 | 9,556 | |||
2017 | 9,596 | |||
Thereafter | 51,183 | |||
Total minimum lease payments | $ | 92,603 | ||
Income_Taxes_Tables
Income Taxes (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
Schedule Of Effective Income Tax Rate | ' | |||||||||||
Our effective tax rates including the effects of period-specific events, were: | ||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
Effective tax rate | 43 | % | 39 | % | 41.7 | % | 44.6 | % |
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||
Summary Of Stock-Based Compensation Expense | ' | |||||||||||||||
The following table summarizes stock-based compensation expense: | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Included in cost of revenue: | ||||||||||||||||
Cost of subscriptions | $ | 340 | $ | 308 | $ | 755 | $ | 734 | ||||||||
Cost of services | 468 | 854 | 1,905 | 1,911 | ||||||||||||
Cost of maintenance | 100 | 101 | 356 | 301 | ||||||||||||
Total included in cost of revenue | 908 | 1,263 | 3,016 | 2,946 | ||||||||||||
Included in operating expenses: | ||||||||||||||||
Sales and marketing | 512 | 714 | 1,755 | 1,734 | ||||||||||||
Research and development | 762 | 980 | 2,977 | 2,478 | ||||||||||||
General and administrative | 890 | 1,874 | 5,220 | 7,297 | ||||||||||||
Total included in operating expenses | 2,164 | 3,568 | 9,952 | 11,509 | ||||||||||||
Total | $ | 3,072 | $ | 4,831 | $ | 12,968 | $ | 14,455 | ||||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Equity [Abstract] | ' | |||||||||||
Schedule of dividends payable | ' | |||||||||||
The following table provides information with respect to quarterly dividends paid on common stock during the nine months ended September 30, 2013. | ||||||||||||
Declaration Date | Dividend per Share | Record Date | Payable Date | |||||||||
Feb-13 | $ | 0.12 | February 28 | March 15 | ||||||||
May-13 | $ | 0.12 | May 28 | June 14 | ||||||||
Aug-13 | $ | 0.12 | 28-Aug | 13-Sep | ||||||||
Schedule of changes in accumulated other comprehensive loss by component | ' | |||||||||||
The changes in accumulated other comprehensive loss by component, consisted of the following: | ||||||||||||
(in thousands) | Gains and losses on cash flow hedges | Foreign currency translation adjustment | Total | |||||||||
Balance at December 31, 2012 | $ | (791 | ) | $ | (1,182 | ) | $ | (1,973 | ) | |||
Other comprehensive (loss) income before reclassifications | (141 | ) | 113 | (28 | ) | |||||||
Amounts reclassified from accumulated other comprehensive loss to interest expense | 592 | — | 592 | |||||||||
Net current-period other comprehensive income | 451 | 113 | 564 | |||||||||
Balance at September 30, 2013 | $ | (340 | ) | $ | (1,069 | ) | $ | (1,409 | ) |
Segment_Information_Tables
Segment Information (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Reportable Segment Financial Results | ' | |||||||||||||||
Summarized reportable segment financial results, were as follows: | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Revenue by segment: | ||||||||||||||||
ECBU | $ | 49,287 | $ | 46,188 | $ | 143,241 | $ | 121,678 | ||||||||
GMBU | 55,753 | 54,664 | 164,695 | 148,198 | ||||||||||||
IBU | 10,781 | 10,586 | 30,807 | 29,587 | ||||||||||||
Target Analytics | 12,033 | 11,034 | 30,165 | 27,901 | ||||||||||||
Other(1) | — | — | 37 | 4 | ||||||||||||
Total revenue | $ | 127,854 | $ | 122,472 | $ | 368,945 | $ | 327,368 | ||||||||
Segment operating income(2): | ||||||||||||||||
ECBU | $ | 26,685 | $ | 21,417 | $ | 76,823 | $ | 53,212 | ||||||||
GMBU | 32,985 | 32,993 | 98,532 | 88,858 | ||||||||||||
IBU | 2,904 | 1,555 | 6,142 | 3,698 | ||||||||||||
Target Analytics | 6,311 | 6,087 | 13,222 | 13,040 | ||||||||||||
Other(1) | 46 | 60 | 336 | 345 | ||||||||||||
68,931 | 62,112 | 195,055 | 159,153 | |||||||||||||
Less: | ||||||||||||||||
Corporate unallocated costs(3) | 41,729 | 45,540 | 126,641 | 123,509 | ||||||||||||
Stock-based compensation costs | 3,072 | 4,831 | 12,968 | 14,455 | ||||||||||||
Amortization expense | 6,122 | 5,556 | 18,526 | 11,629 | ||||||||||||
Interest expense, net | 1,378 | 1,938 | 4,532 | 3,511 | ||||||||||||
Other expense (income), net | 140 | (382 | ) | 346 | 66 | |||||||||||
Income before provision for income taxes | $ | 16,490 | $ | 4,629 | $ | 32,042 | $ | 5,983 | ||||||||
-1 | Other includes revenue and the related costs from the sale of products and services not directly attributable to an operating segment. | |||||||||||||||
-2 | Segment operating income includes direct, controllable costs related to the sale of products and services by the reportable segment, except for IBU, which includes operating costs from our foreign locations such as sales, marketing, general, administrative, depreciation and facilities costs. | |||||||||||||||
-3 | Corporate unallocated costs includes research and development, depreciation expense, and certain corporate sales, marketing, general and administrative expenses. |
Restructuring_Tables
Restructuring (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||||||
Schedule of Restructuring Costs | ' | |||||||||||||||
The following table summarizes our restructuring costs related to our San Diego office transition as of September 30, 2013: | ||||||||||||||||
Total costs expected to be incurred | Costs incurred during the three months ended | Costs incurred during the nine months ended | Cumulative costs incurred as of | |||||||||||||
(in thousands) | September 30, 2013 | |||||||||||||||
By component: | ||||||||||||||||
Employee severance and retention costs | $ | 295 | $ | — | $ | 120 | $ | 295 | ||||||||
Employee relocation costs | 159 | 83 | 159 | 159 | ||||||||||||
454 | 83 | 279 | 454 | |||||||||||||
By reportable segment: | ||||||||||||||||
Other | $ | 454 | $ | 83 | $ | 279 | $ | 454 | ||||||||
The following table summarizes our restructuring costs related to the reduction in workforce as of September 30, 2013: | ||||||||||||||||
Total costs expected to be incurred | Costs incurred during the three months ended | Costs incurred during the nine months ended | Cumulative costs incurred as of | |||||||||||||
(in thousands) | September 30, 2013 | |||||||||||||||
By component: | ||||||||||||||||
Employee severance costs | $ | 3,187 | $ | 27 | $ | 3,187 | $ | 3,187 | ||||||||
By reportable segment: | ||||||||||||||||
ECBU | $ | 828 | $ | — | $ | 828 | $ | 828 | ||||||||
GMBU | 290 | — | 290 | 290 | ||||||||||||
Target Analytics | 136 | — | 136 | 136 | ||||||||||||
Other | 1,933 | 27 | 1,933 | 1,933 | ||||||||||||
$ | 3,187 | $ | 27 | $ | 3,187 | $ | 3,187 | |||||||||
Schedule of Restructuring Reserve by Type of Cost | ' | |||||||||||||||
The change in our liability related to the reduction in workforce during the nine months ended September 30, 2013, consisted of the following: | ||||||||||||||||
Accrued at | Increases for incurred costs | Costs paid | Accrued at | |||||||||||||
(in thousands) | December 31, 2012 | September 30, 2013 | ||||||||||||||
Employee severance costs | $ | — | $ | 3,187 | $ | (3,187 | ) | $ | — | |||||||
The change in our liability related to our San Diego office transition during the nine months ended September 30, 2013, consisted of the following: | ||||||||||||||||
Accrued at | Increases for incurred costs | Costs paid | Accrued at | |||||||||||||
(in thousands) | December 31, 2012 | September 30, 2013 | ||||||||||||||
Employee severance and retention costs | $ | 175 | $ | 120 | $ | (295 | ) | $ | — | |||||||
Employee relocation costs | — | 159 | (159 | ) | — | |||||||||||
$ | 175 | $ | 279 | $ | (454 | ) | $ | — | ||||||||
Organization_Details
Organization (Details) | 9 Months Ended |
Sep. 30, 2013 | |
Customers | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Number of active customers distributed across verticals | 29,000 |
Summary_Of_Significant_Account3
Summary Of Significant Accounting Policies (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2013 | |
Significant Accounting Policies [Line Items] | ' |
Contract term (in years) of the maintenance services | '1 year |
Minimum [Member] | ' |
Significant Accounting Policies [Line Items] | ' |
Recognition period (in years) of revenue from hosted services | '1 year |
Recognition period (in years) of revenue from hosted applications | '1 year |
Maximum [Member] | ' |
Significant Accounting Policies [Line Items] | ' |
Number of days to exceed for customary payment terms | '90 days |
Recognition period (in years) of revenue from hosted services | '3 years |
Recognition period (in years) of revenue from hosted applications | '3 years |
Summary_Of_Significant_Account4
Summary Of Significant Accounting Policies (Change In Goodwill By Reportable Segment) (Details) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Goodwill [Line Items] | ' |
Beginning Balance | $265,055 |
Additions related to business combinations | 413 |
Adjustments related to prior year business combinations | -687 |
Effect of foreign currency translation | -142 |
Ending Balance | 264,639 |
ECBU [Member] | ' |
Goodwill [Line Items] | ' |
Beginning Balance | 148,322 |
Additions related to business combinations | 0 |
Adjustments related to prior year business combinations | -494 |
Effect of foreign currency translation | 0 |
Ending Balance | 147,828 |
GMBU [Member] | ' |
Goodwill [Line Items] | ' |
Beginning Balance | 75,149 |
Additions related to business combinations | 0 |
Adjustments related to prior year business combinations | -193 |
Effect of foreign currency translation | 0 |
Ending Balance | 74,956 |
IBU [Member] | ' |
Goodwill [Line Items] | ' |
Beginning Balance | 6,311 |
Additions related to business combinations | 413 |
Adjustments related to prior year business combinations | 0 |
Effect of foreign currency translation | -142 |
Ending Balance | 6,582 |
Target Analytics [Member] | ' |
Goodwill [Line Items] | ' |
Beginning Balance | 33,177 |
Additions related to business combinations | 0 |
Adjustments related to prior year business combinations | 0 |
Effect of foreign currency translation | 0 |
Ending Balance | 33,177 |
Other [Member] | ' |
Goodwill [Line Items] | ' |
Beginning Balance | 2,096 |
Additions related to business combinations | 0 |
Adjustments related to prior year business combinations | 0 |
Effect of foreign currency translation | 0 |
Ending Balance | $2,096 |
Summary_Of_Significant_Account5
Summary Of Significant Accounting Policies (Summary Of Amortization Expense) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Amortization Of Intangible Assets Acquired By Income Statement Location [Line Items] | ' | ' | ' | ' |
Amortization expense | $6,122 | $5,556 | $18,526 | $11,629 |
Cost Of License Fees [Member] | ' | ' | ' | ' |
Amortization Of Intangible Assets Acquired By Income Statement Location [Line Items] | ' | ' | ' | ' |
Amortization expense | 87 | 119 | 334 | 366 |
Cost Of Subscriptions [Member] | ' | ' | ' | ' |
Amortization Of Intangible Assets Acquired By Income Statement Location [Line Items] | ' | ' | ' | ' |
Amortization expense | 4,657 | 4,044 | 13,968 | 7,732 |
Cost Of Services [Member] | ' | ' | ' | ' |
Amortization Of Intangible Assets Acquired By Income Statement Location [Line Items] | ' | ' | ' | ' |
Amortization expense | 631 | 571 | 1,897 | 1,450 |
Cost Of Maintenance [Member] | ' | ' | ' | ' |
Amortization Of Intangible Assets Acquired By Income Statement Location [Line Items] | ' | ' | ' | ' |
Amortization expense | 114 | 114 | 342 | 608 |
Cost Of Other Revenue [Member] | ' | ' | ' | ' |
Amortization Of Intangible Assets Acquired By Income Statement Location [Line Items] | ' | ' | ' | ' |
Amortization expense | 19 | 18 | 57 | 56 |
Total Included In Cost Of Revenue [Member] | ' | ' | ' | ' |
Amortization Of Intangible Assets Acquired By Income Statement Location [Line Items] | ' | ' | ' | ' |
Amortization expense | 5,508 | 4,866 | 16,598 | 10,212 |
Included In Operating Expenses [Member] | ' | ' | ' | ' |
Amortization Of Intangible Assets Acquired By Income Statement Location [Line Items] | ' | ' | ' | ' |
Amortization expense | $614 | $690 | $1,928 | $1,417 |
Summary_Of_Significant_Account6
Summary Of Significant Accounting Policies (Finite-lived Intangible Assets, Future Amortization) (Details) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Future amortization expense for finite-lived intangible assets: | ' |
2013 - remaining | $6,074 |
2014 | 22,601 |
2015 | 22,227 |
2016 | 21,819 |
2017 | 19,501 |
Total | $92,222 |
Business_Combinations_Details
Business Combinations (Details) (USD $) | 9 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | 4-May-12 | Dec. 31, 2012 | 4-May-12 | 4-May-12 | |
ECBU [Member] | GMBU [Member] | Convio, Inc [Member] | Convio, Inc [Member] | Convio, Inc [Member] | Convio, Inc [Member] | ||
ECBU [Member] | GMBU [Member] | ||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Total cash consideration paid for the acquisitions | ' | ' | ' | $329,800,000 | ' | ' | ' |
Fair value of unvested equity awards assumed in acquisition | ' | ' | ' | 5,900,000 | ' | ' | ' |
Total paid for the acquisitions | ' | ' | ' | 335,700,000 | ' | ' | ' |
Acquisition-related costs | ' | ' | ' | ' | 6,400,000 | ' | ' |
Borrowings under the credit facility used for the acquisition | ' | ' | ' | 312,000,000 | ' | ' | ' |
Estimated fair value of accounts receivable acquired | ' | ' | ' | 12,800,000 | ' | ' | ' |
Goodwill additions related to business combinations | $413,000 | $0 | $0 | ' | ' | $124,800,000 | $48,500,000 |
Business_Combinations_Purchase
Business Combinations (Purchase Price Allocation) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | 4-May-12 |
In Thousands, unless otherwise specified | Convio, Inc [Member] | ||
Business Acquisition [Line Items] | ' | ' | ' |
Net working capital, excluding deferred revenue | ' | ' | $57,062 |
Property and equipment | ' | ' | 6,591 |
Other long term assets | ' | ' | 75 |
Deferred revenue | ' | ' | -7,847 |
Deferred tax liability | ' | ' | -33,181 |
Intangible assets and liabilities | ' | ' | 139,650 |
Goodwill | 264,639 | 265,055 | 173,324 |
Total paid for acquisition | ' | ' | $335,674 |
Business_Combinations_Acquired
Business Combinations (Acquired Intangible Assets) (Details) (Convio, Inc [Member], USD $) | 0 Months Ended |
In Thousands, unless otherwise specified | 4-May-12 |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Finite-lived Intangible Assets Acquired | $139,650 |
Customer Relationships [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Finite-lived Intangible Assets Acquired | 53,000 |
Finite-Lived Intangible Asset, Useful Life | '15 years |
Marketing Assets [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Finite-lived Intangible Assets Acquired | 7,800 |
Finite-Lived Intangible Asset, Useful Life | '7 years |
Acquired Technology [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Finite-lived Intangible Assets Acquired | 69,000 |
Finite-Lived Intangible Asset, Useful Life | '8 years |
In-process research and development [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Finite-lived Intangible Assets Acquired | 9,100 |
Finite-Lived Intangible Asset, Useful Life | '7 years |
Non-compete Agreements [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Finite-lived Intangible Assets Acquired | 1,440 |
Finite-Lived Intangible Asset, Useful Life | '2 years |
Unfavorable leasehold interests [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Finite-lived Intangible Assets Acquired | ($690) |
Finite-Lived Intangible Asset, Useful Life | '7 years |
Business_Combinations_Pro_Form
Business Combinations (Pro Forma Financial Information) (Details) (Convio, Inc [Member], USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Convio, Inc [Member] | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Revenue | $127,854 | $122,472 | $368,945 | $356,836 |
Net Income (Loss) | $9,393 | $2,825 | $18,682 | ($3,154) |
Basic earnings (loss) per share (dollars per share) | $0.21 | $0.06 | $0.42 | ($0.07) |
Diluted earnings (loss) per share (dollars per share) | $0.21 | $0.06 | $0.41 | ($0.07) |
Earnings_Per_Share_Computation
Earnings Per Share (Computation Of Basic And Diluted Earnings Per Share) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Earnings Per Share [Abstract] | ' | ' | ' | ' | ' |
Net income (loss), as reported | $9,393 | $2,825 | $18,682 | $3,313 | $6,583 |
Weighted average common shares | 44,735,425 | 44,172,836 | 44,583,623 | 44,077,911 | ' |
Employee equity-based compensation | 833,850 | 545,265 | 748,994 | 572,117 | ' |
Weighted average common shares assuming dilution | 45,569,275 | 44,718,101 | 45,332,617 | 44,650,028 | ' |
Earnings (Loss) Per Share, Basic and Diluted [Abstract] | ' | ' | ' | ' | ' |
Basic | $0.21 | $0.06 | $0.42 | $0.08 | ' |
Diluted | $0.21 | $0.06 | $0.41 | $0.07 | ' |
Earnings_Per_Share_AntiDilutiv
Earnings Per Share (Anti-Dilutive Securities) (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Shares excluded from calculations of diluted earnings (loss) per share | 44,728 | 604,243 | 56,604 | 121,488 |
Prepaid_Expenses_And_Other_Ass2
Prepaid Expenses And Other Assets (Components Of Prepaid Expenses And Other Assets) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | ' |
Deferred sales commissions | $19,116 | $18,142 |
Prepaid software maintenance | 6,603 | 5,530 |
Taxes, prepaid and receivable | 821 | 7,398 |
Deferred professional services costs | 7,759 | 8,057 |
Other assets | 14,422 | 11,306 |
Total prepaid expenses and other assets | 48,721 | 50,433 |
Less: Long-term portion | 18,435 | 9,844 |
Total prepaid expenses and other current assets | $30,286 | $40,589 |
Accrued_Expenses_And_Other_Lia2
Accrued Expenses And Other Liabilities (Components Of Accrued Expenses And Other Liabilities) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accrued Expenses and Other Liabilities [Abstract] | ' | ' |
Taxes Payable | $5,433 | $7,607 |
Accrued commissions and salaries | 6,776 | 5,905 |
Accrued bonuses | 7,835 | 11,966 |
Customer credit balances | 2,503 | 4,577 |
Accrued software and maintenance | 2,031 | 3,875 |
Unrecognized tax benefit | 3,970 | 3,846 |
Other Liabilities | 16,853 | 13,501 |
Total accrued expenses and other liabilities | 45,401 | 51,277 |
Less: Long-term portion | 5,850 | 5,281 |
Total accrued expenses and other current liabilities | $39,551 | $45,996 |
Debt_Details
Debt (Details) (USD $) | 1 Months Ended | 9 Months Ended | ||
Feb. 29, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Commitment fee on unused portion of revolving credit facility | ' | 0.28% | ' | ' |
Payment of financing costs | $2,400,000 | $0 | $2,440,000 | ' |
Total deferred financing costs included in other assets | ' | 2,100,000 | ' | 2,500,000 |
Minimum [Member] | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Commitment fee on unused portion of revolving credit facility | ' | 0.20% | ' | ' |
Maximum [Member] | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Commitment fee on unused portion of revolving credit facility | ' | 0.35% | ' | ' |
Credit Facility [Member] | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Revolving credit facility, term | ' | '5 years | ' | ' |
Revolving credit facility, maximum borrowing capacity | ' | $325,000,000 | ' | ' |
Variable Rate Based On Federal Funds Rate Plus Margin [Member] | Maximum [Member] | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Revolving credit facility, variable interest rate | ' | 0.50% | ' | ' |
Variable Rate One Month LIBOR Plus [Member] | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Revolving credit facility, variable interest rate | ' | 1.00% | ' | ' |
Variable Rate Based On LIBOR [Member] | Minimum [Member] | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Revolving credit facility, variable interest rate | ' | 0.25% | ' | ' |
Variable Rate Based On LIBOR [Member] | Maximum [Member] | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Revolving credit facility, variable interest rate | ' | 1.25% | ' | ' |
Variable Rate Based On LIBOR Plus Margin [Member] | Minimum [Member] | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Revolving credit facility, variable interest rate | ' | 1.25% | ' | ' |
Variable Rate Based On LIBOR Plus Margin [Member] | Maximum [Member] | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Revolving credit facility, variable interest rate | ' | 2.25% | ' | ' |
Swingline Loans Bear Interest Rate [Member] | Minimum [Member] | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Revolving credit facility, variable interest rate | ' | 0.25% | ' | ' |
Swingline Loans Bear Interest Rate [Member] | Maximum [Member] | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Revolving credit facility, variable interest rate | ' | 1.25% | ' | ' |
Revolving Credit Loans Bear Interest Rate [Member] | Minimum [Member] | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Revolving credit facility, variable interest rate | ' | 1.25% | ' | ' |
Revolving Credit Loans Bear Interest Rate [Member] | Maximum [Member] | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Revolving credit facility, variable interest rate | ' | 2.25% | ' | ' |
Debt_Summary_of_Debt_Details
Debt (Summary of Debt) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Line of Credit Facility [Line Items] | ' | ' |
Total debt | $173,700 | $215,500 |
Less: Debt, current portion | 12,500 | 10,000 |
Debt, net of current portion | 161,200 | 205,500 |
Effective interest rate | 2.46% | 2.88% |
Revolving Credit Loans [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Total debt | 88,700 | 123,000 |
Effective interest rate | 2.29% | 2.68% |
Term Loans [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Total debt | 85,000 | 92,500 |
Effective interest rate | 2.64% | 3.14% |
Short-term Debt [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Less: Debt, current portion | 12,500 | 10,000 |
Effective interest rate | 2.64% | 3.14% |
Long-term Debt [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Debt, net of current portion | $161,200 | $205,500 |
Effective interest rate | 2.45% | 2.86% |
Debt_Annual_Maturities_Related
Debt (Annual Maturities Related to Credit Facility) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ' | ' |
2013 - remaining | $2,500 | ' |
2014 | 13,750 | ' |
2015 | 15,000 | ' |
2016 | 15,000 | ' |
2017 | 127,450 | ' |
Total debt | $173,700 | $215,500 |
Derivative_Instruments_Details
Derivative Instruments (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | 31-May-12 |
Interest Rate Swap [Member] | |||||
Swap_Agreements | |||||
Derivative [Line Items] | ' | ' | ' | ' | ' |
Number of interest rate swap agreements | ' | ' | ' | ' | 2 |
Notional value of the swap agreements | ' | ' | ' | ' | $150 |
Income tax benefit (expense) recognized in accumulated other comprehensive loss | 0.1 | 0.2 | 0.3 | 0.6 | ' |
Ineffective portion of interest rate swaps | $0 | $0 | $0 | $0 | ' |
Derivative_Instruments_Fair_Va
Derivative Instruments (Fair Value of Derivative Instruments) (Details) (Interest Rate Swap [Member], USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Derivatives, Fair Value [Line Items] | ' | ' |
Fair value of derivative instruments designated as hedging instruments | $557 | $1,296 |
Accrued expenses and other current liabilities [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Interest rate swaps, current portion | 85 | 0 |
Other Liabilities [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Interest rate swaps, long-term portion | $472 | $1,296 |
Derivative_Instruments_Effects
Derivative Instruments (Effects of Derivative Instruments in Cash Flow Hedging Relationships - Current Year) (Details) (Interest Rate Swap [Member], Cash Flow Hedging [Member], USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Loss recognized in accumulated other comprehensive loss | ' | ' | $557 | $1,447 |
Interest expense [Member] | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Loss reclassified from accumulated other comprehensive loss into income | $203 | $194 | $592 | $258 |
Commitments_And_Contingencies_1
Commitments And Contingencies (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Jul. 31, 2016 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 |
lease | lease | Convio, Inc [Member] | Convio, Inc [Member] | Convio, Inc [Member] | Leasehold Improvements [Member] | Leasehold Improvements [Member] | Leasehold Improvements [Member] | Leasehold Improvements [Member] | Sublease Income [Member] | Sublease Income [Member] | Sublease Income [Member] | Sublease Income [Member] | Incentive Payments [Member] | Incentive Payments [Member] | Incentive Payments [Member] | Incentive Payments [Member] | Incurred Expense Under Contractual Arrangements [Member] | Incurred Expense Under Contractual Arrangements [Member] | |||
sqft | |||||||||||||||||||||
Commitments and Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lease Agreement Term | '15 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number Of Renewal Options, Leases | 2 | ' | 2 | ' | 2 | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term Of Lease Renewal Option | ' | ' | '5 years | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual base rent of lease | ' | ' | ' | $4 | $2.20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of maximum change in base rent | ' | ' | 5.50% | ' | 4.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in square feet of leased space (square foot) | ' | ' | ' | ' | ' | ' | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of minimum change In base rent | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Standby letter of credit for security deposit | ' | ' | ' | ' | 2 | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reimbursable leasehold improvements | ' | ' | 9.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reduction in rent expense | ' | ' | ' | ' | ' | ' | ' | 0.1 | 0.1 | 0.4 | 0.2 | 0 | 0.1 | 0 | 0.3 | 0.6 | 0.4 | 1.6 | 1.6 | ' | ' |
Total rent expense | 2.2 | 2.3 | 6.7 | 5.4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contractual Arrangement Length Minimum | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contractual Arrangement Length Maximum | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate minimum purchase commitment for third-party relationships utilized with the Company's products | 13.9 | ' | 13.9 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Professional fees paid to third-party service providers | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.40 | $2.10 |
Commitments_And_Contingencies_2
Commitments And Contingencies (Future Minimum Lease Commitments Related To Lease Agreements, Net Of Related Sublease Commitments And Lease Incentives) (Details) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | ' |
2013 - remaining, Operating leases | $2,355 |
2014, Operating leases | 10,038 |
2015, Operating leases | 9,875 |
2016, Operating leases | 9,556 |
2017, Operating leases | 9,596 |
Thereafter, Operating leases | 51,183 |
Total minimum lease payments, Operating leases | $92,603 |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' | ' |
Projected annual effective tax rate | 43.00% | 39.00% | 41.70% | 44.60% | ' |
Federal statutory income tax rate | ' | ' | 35.00% | ' | ' |
Unrecognized tax benefit that, if recognized, would favorably affect the effective tax rate | $4 | ' | $4 | ' | $3.80 |
StockBased_Compensation_Summar
Stock-Based Compensation (Summary Of Stock-Based Compensation Expense) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share-based compensation expense | $3,072 | $4,831 | $12,968 | $14,455 |
Cost Of Subscriptions [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share-based compensation expense | 340 | 308 | 755 | 734 |
Cost Of Services [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share-based compensation expense | 468 | 854 | 1,905 | 1,911 |
Cost Of Maintenance [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share-based compensation expense | 100 | 101 | 356 | 301 |
Total Included In Cost Of Revenue [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share-based compensation expense | 908 | 1,263 | 3,016 | 2,946 |
Sales And Marketing [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share-based compensation expense | 512 | 714 | 1,755 | 1,734 |
Research and Development [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share-based compensation expense | 762 | 980 | 2,977 | 2,478 |
General And Administrative [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share-based compensation expense | 890 | 1,874 | 5,220 | 7,297 |
Total Included In Operating Expenses [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share-based compensation expense | $2,164 | $3,568 | $9,952 | $11,509 |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 1 Months Ended | |||
Feb. 28, 2013 | Aug. 31, 2013 | 31-May-13 | Nov. 27, 2013 | |
Subsequent Event [Member] | ||||
Dividends Payable [Line Items] | ' | ' | ' | ' |
Annual dividend per share approved | $0.48 | ' | ' | ' |
Dividends payable per share | $0.12 | $0.12 | $0.12 | $0.12 |
Stockholders_Equity_Changes_in
Stockholders' Equity (Changes in accumulated other comprehensive loss by component) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Accumulated Other Comprehensive Income [Roll Forward] | ' | ' | ' | ' |
Balance at December 31, 2012 | ' | ' | ($1,973) | ' |
Other comprehensive (loss) income before reclassifications | ' | ' | -28 | ' |
Amounts reclassified from accumulated other comprehensive loss to interest expense | ' | ' | 592 | ' |
Net current-period other comprehensive income | -3 | -442 | 564 | -895 |
Balance at September 30, 2013 | -1,409 | ' | -1,409 | ' |
Cash Flow Hedging [Member] | ' | ' | ' | ' |
Accumulated Other Comprehensive Income [Roll Forward] | ' | ' | ' | ' |
Balance at December 31, 2012 | ' | ' | -791 | ' |
Other comprehensive (loss) income before reclassifications | ' | ' | -141 | ' |
Amounts reclassified from accumulated other comprehensive loss to interest expense | ' | ' | 592 | ' |
Net current-period other comprehensive income | ' | ' | 451 | ' |
Balance at September 30, 2013 | -340 | ' | -340 | ' |
Accumulated Translation Adjustment [Member] | ' | ' | ' | ' |
Accumulated Other Comprehensive Income [Roll Forward] | ' | ' | ' | ' |
Balance at December 31, 2012 | ' | ' | -1,182 | ' |
Other comprehensive (loss) income before reclassifications | ' | ' | 113 | ' |
Amounts reclassified from accumulated other comprehensive loss to interest expense | ' | ' | 0 | ' |
Net current-period other comprehensive income | ' | ' | 113 | ' |
Balance at September 30, 2013 | ($1,069) | ' | ($1,069) | ' |
Segment_Information_Reportable
Segment Information (Reportable Segment Financial Results) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Total revenue | $127,854 | $122,472 | $368,945 | $327,368 | ||||
Total segment operating income | 68,931 | [1] | 62,112 | [1] | 195,055 | [1] | 159,153 | [1] |
Corporate unallocated costs | 41,729 | [2] | 45,540 | [2] | 126,641 | [2] | 123,509 | [2] |
Stock-based compensation costs | 3,072 | 4,831 | 12,968 | 14,455 | ||||
Amortization expense | 6,122 | 5,556 | 18,526 | 11,629 | ||||
Interest expense, net | 1,378 | 1,938 | 4,532 | 3,511 | ||||
Other expense (income), net | 140 | -382 | 346 | 66 | ||||
Income before provision for income taxes | 16,490 | 4,629 | 32,042 | 5,983 | ||||
ECBU [Member] | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Total revenue | 49,287 | 46,188 | 143,241 | 121,678 | ||||
Total segment operating income | 26,685 | [1] | 21,417 | [1] | 76,823 | [1] | 53,212 | [1] |
GMBU [Member] | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Total revenue | 55,753 | 54,664 | 164,695 | 148,198 | ||||
Total segment operating income | 32,985 | [1] | 32,993 | [1] | 98,532 | [1] | 88,858 | [1] |
IBU [Member] | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Total revenue | 10,781 | 10,586 | 30,807 | 29,587 | ||||
Total segment operating income | 2,904 | [1] | 1,555 | [1] | 6,142 | [1] | 3,698 | [1] |
Target Analytics [Member] | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Total revenue | 12,033 | 11,034 | 30,165 | 27,901 | ||||
Total segment operating income | 6,311 | [1] | 6,087 | [1] | 13,222 | [1] | 13,040 | [1] |
Other [Member] | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Total revenue | 0 | [3] | 0 | [3] | 37 | [3] | 4 | [3] |
Total segment operating income | $46 | [1],[3] | $60 | [1],[3] | $336 | [1],[3] | $345 | [1],[3] |
[1] | Segment operating income includes direct, controllable costs related to the sale of products and services by the reportable segment, except for IBU, which includes operating costs from our foreign locations such as sales, marketing, general, administrative, depreciation and facilities costs. | |||||||
[2] | Corporate unallocated costs includes research and development, depreciation expense, and certain corporate sales, marketing, general and administrative expenses. | |||||||
[3] | Other includes revenue and the related costs from the sale of products and services not directly attributable to an operating segment. |
Restructuring_Narrative_Detail
Restructuring (Narrative) (Details) (Plan to Realign Company's Workforce [Member]) | 1 Months Ended |
Jan. 31, 2013 | |
position | |
Plan to Realign Company's Workforce [Member] | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Reduction in workforce, number of positions | 135 |
Restructuring_Summary_of_Restr
Restructuring (Summary of Restructuring Costs for San Diego Plan) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Costs incurred during the period | $110 | $0 | $3,466 | $0 |
San Diego Office Transition Plan [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Total restructuring costs expected to be incurred | ' | ' | 454 | ' |
Costs incurred during the period | 83 | ' | 279 | ' |
Cumulative costs incurred as of September 30, 2013 | ' | ' | 454 | ' |
San Diego Office Transition Plan [Member] | Other [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Total restructuring costs expected to be incurred | ' | ' | 454 | ' |
Costs incurred during the period | 83 | ' | 279 | ' |
Cumulative costs incurred as of September 30, 2013 | ' | ' | 454 | ' |
San Diego Office Transition Plan [Member] | Employee Severance and Retention [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Total restructuring costs expected to be incurred | ' | ' | 295 | ' |
Costs incurred during the period | 0 | ' | 120 | ' |
Cumulative costs incurred as of September 30, 2013 | ' | ' | 295 | ' |
San Diego Office Transition Plan [Member] | Employee Relocation [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Total restructuring costs expected to be incurred | ' | ' | 159 | ' |
Costs incurred during the period | 83 | ' | 159 | ' |
Cumulative costs incurred as of September 30, 2013 | ' | ' | $159 | ' |
Restructuring_Schedule_of_Chan
Restructuring (Schedule of Changes in Restructuring Liability for San Diego Plan) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' |
Increases for incurred costs | $110 | $0 | $3,466 | $0 |
San Diego Office Transition Plan [Member] | ' | ' | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' |
Accrued at December 31, 2012 | ' | ' | 175 | ' |
Increases for incurred costs | 83 | ' | 279 | ' |
Costs paid | ' | ' | -454 | ' |
Accrued at September 30, 2013 | 0 | ' | 0 | ' |
San Diego Office Transition Plan [Member] | Employee Severance and Retention [Member] | ' | ' | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' |
Accrued at December 31, 2012 | ' | ' | 175 | ' |
Increases for incurred costs | 0 | ' | 120 | ' |
Costs paid | ' | ' | -295 | ' |
Accrued at September 30, 2013 | 0 | ' | 0 | ' |
San Diego Office Transition Plan [Member] | Employee Relocation [Member] | ' | ' | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' |
Accrued at December 31, 2012 | ' | ' | 0 | ' |
Increases for incurred costs | 83 | ' | 159 | ' |
Costs paid | ' | ' | -159 | ' |
Accrued at September 30, 2013 | $0 | ' | $0 | ' |
Restructuring_Summary_of_Restr1
Restructuring (Summary of Restructuring Costs for Realignment of Workforce Plan) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Costs incurred during the period | $110 | $0 | $3,466 | $0 |
Plan to Realign Company's Workforce [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Total restructuring costs expected to be incurred | ' | ' | 3,187 | ' |
Costs incurred during the period | 27 | ' | 3,187 | ' |
Cumulative costs incurred as of September 30, 2013 | ' | ' | 3,187 | ' |
Plan to Realign Company's Workforce [Member] | ECBU [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Total restructuring costs expected to be incurred | ' | ' | 828 | ' |
Costs incurred during the period | 0 | ' | 828 | ' |
Cumulative costs incurred as of September 30, 2013 | ' | ' | 828 | ' |
Plan to Realign Company's Workforce [Member] | GMBU [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Total restructuring costs expected to be incurred | ' | ' | 290 | ' |
Costs incurred during the period | 0 | ' | 290 | ' |
Cumulative costs incurred as of September 30, 2013 | ' | ' | 290 | ' |
Plan to Realign Company's Workforce [Member] | Target Analytics [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Total restructuring costs expected to be incurred | ' | ' | 136 | ' |
Costs incurred during the period | 0 | ' | 136 | ' |
Cumulative costs incurred as of September 30, 2013 | ' | ' | 136 | ' |
Plan to Realign Company's Workforce [Member] | Other [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Total restructuring costs expected to be incurred | ' | ' | 1,933 | ' |
Costs incurred during the period | 27 | ' | 1,933 | ' |
Cumulative costs incurred as of September 30, 2013 | ' | ' | 1,933 | ' |
Plan to Realign Company's Workforce [Member] | Employee Severance [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Total restructuring costs expected to be incurred | ' | ' | 3,187 | ' |
Costs incurred during the period | 27 | ' | 3,187 | ' |
Cumulative costs incurred as of September 30, 2013 | ' | ' | $3,187 | ' |
Restructuring_Schedule_of_Chan1
Restructuring (Schedule of Changes in Restructuring Liability for Realignment of Workforce Plan) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' |
Increases for incurred costs | $110 | $0 | $3,466 | $0 |
Plan to Realign Company's Workforce [Member] | ' | ' | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' |
Increases for incurred costs | 27 | ' | 3,187 | ' |
Plan to Realign Company's Workforce [Member] | Employee Severance [Member] | ' | ' | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' |
Accrued at December 31, 2012 | ' | ' | 0 | ' |
Increases for incurred costs | 27 | ' | 3,187 | ' |
Costs paid | ' | ' | -3,187 | ' |
Accrued at September 30, 2013 | $0 | ' | $0 | ' |