Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 24, 2016 | |
Document And Entity Information [Abstract] | ||
Document type | 10-Q | |
Amendment flag | false | |
Document period end date | Sep. 30, 2016 | |
Document fiscal year focus | 2,016 | |
Document fiscal period focus | Q3 | |
Trading symbol | blkb | |
Entity registrant name | BLACKBAUD INC | |
Entity central index key | 1,280,058 | |
Current fiscal year end date | --12-31 | |
Entity filer category | Large Accelerated Filer | |
Entity common stock, shares outstanding | 47,581,812 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 16,462 | $ 15,362 |
Restricted cash due to customers | 138,106 | 255,038 |
Accounts receivable, net of allowance of $4,097 and $4,943 at September 30, 2016 and December 31, 2015, respectively | 86,111 | 80,046 |
Prepaid expenses and other current assets | 52,145 | 48,666 |
Total current assets | 292,824 | 399,112 |
Property and equipment, net | 52,466 | 52,651 |
Software development costs, net | 32,539 | 19,551 |
Goodwill | 438,450 | 436,449 |
Intangible assets, net | 264,405 | 294,672 |
Other assets | 18,102 | 20,901 |
Total assets | 1,098,786 | 1,223,336 |
Current liabilities: | ||
Trade accounts payable | 19,601 | 19,208 |
Accrued expenses and other current liabilities | 44,441 | 57,461 |
Due to customers | 138,106 | 255,038 |
Debt, current portion | 4,375 | 4,375 |
Deferred revenue, current portion | 248,152 | 230,216 |
Total current liabilities | 454,675 | 566,298 |
Debt, net of current portion | 370,642 | 403,712 |
Deferred tax liability | 26,688 | 27,996 |
Deferred revenue, net of current portion | 6,594 | 7,119 |
Other liabilities | 7,467 | 7,623 |
Total liabilities | 866,066 | 1,012,748 |
Commitments and contingencies (see Note 10) | ||
Stockholders' equity: | ||
Preferred stock; 20,000,000 shares authorized, none outstanding | 0 | 0 |
Common stock, $0.001 par value; 180,000,000 shares authorized, 57,657,959 and 56,873,817 shares issued at September 30, 2016 and December 31, 2015, respectively | 58 | 57 |
Additional paid-in capital | 302,837 | 276,340 |
Treasury stock, at cost; 10,084,745 and 9,903,071 shares at September 30, 2016 and December 31, 2015, respectively | (210,357) | (199,861) |
Accumulated other comprehensive loss | (942) | (825) |
Retained earnings | 141,124 | 134,877 |
Total stockholders' equity | 232,720 | 210,588 |
Total liabilities and stockholders' equity | $ 1,098,786 | $ 1,223,336 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 4,097 | $ 4,943 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 180,000,000 | 180,000,000 |
Common stock, shares issued | 57,657,959 | 56,873,817 |
Treasury stock, shares | 10,084,745 | 9,903,071 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenue | ||||
Subscriptions | $ 105,440 | $ 80,901 | $ 306,330 | $ 233,423 |
Maintenance | 36,410 | 38,209 | 111,019 | 115,732 |
Services | 36,610 | 35,905 | 104,443 | 100,878 |
License fees and other | 4,603 | 3,796 | 10,718 | 12,030 |
Total revenue | 183,063 | 158,811 | 532,510 | 462,063 |
Cost of revenue | ||||
Cost of subscriptions | 51,943 | 39,485 | 153,772 | 115,063 |
Cost of maintenance | 5,531 | 6,708 | 16,547 | 21,179 |
Cost of services | 24,102 | 26,235 | 73,136 | 79,121 |
Cost of license fees and other | 1,741 | 1,745 | 3,363 | 4,052 |
Total cost of revenue | 83,317 | 74,173 | 246,818 | 219,415 |
Gross profit | 99,746 | 84,638 | 285,692 | 242,648 |
Operating expenses | ||||
Sales, marketing and customer success | 40,690 | 31,139 | 115,707 | 89,424 |
Research and development | 22,510 | 20,561 | 67,973 | 62,003 |
General and administrative | 22,319 | 18,446 | 62,089 | 53,244 |
Amortization | 687 | 524 | 2,147 | 1,536 |
Total operating expenses | 86,206 | 70,670 | 247,916 | 206,207 |
Income from operations | 13,540 | 13,968 | 37,776 | 36,441 |
Interest expense | (2,641) | (1,816) | (8,037) | (5,375) |
Other (expense) income, net | (15) | 192 | (185) | (1,369) |
Income before provision for income taxes | 10,884 | 12,344 | 29,554 | 29,697 |
Income tax provision | 1,950 | 4,433 | 5,323 | 10,459 |
Net income | $ 8,934 | $ 7,911 | $ 24,231 | $ 19,238 |
Earnings per share | ||||
Basic earnings per share | $ 0.19 | $ 0.17 | $ 0.53 | $ 0.42 |
Diluted earnings per share | $ 0.19 | $ 0.17 | $ 0.51 | $ 0.41 |
Common shares and equivalents outstanding | ||||
Basic weighted average shares | 46,159,956 | 45,616,832 | 46,078,306 | 45,576,029 |
Diluted weighted average shares outstanding | 47,394,106 | 46,596,714 | 47,268,469 | 46,403,196 |
Dividends per share (in dollars per share) | $ 0.12 | $ 0.12 | $ 0.36 | $ 0.36 |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustment | $ 289 | $ 168 | $ 261 | $ (354) |
Unrealized gain (loss) on derivative instruments, net of tax | 409 | (262) | (378) | (634) |
Total other comprehensive income (loss) | 698 | (94) | (117) | (988) |
Comprehensive income | $ 9,632 | $ 7,817 | $ 24,114 | $ 18,250 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities | ||
Net income | $ 24,231 | $ 19,238 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 53,109 | 41,340 |
Provision for doubtful accounts and sales returns | 3,139 | 4,573 |
Stock-based compensation expense | 25,005 | 17,899 |
Deferred taxes | (225) | (2,274) |
Loss on sale of business | 0 | 1,976 |
Amortization of deferred financing costs and discount | 718 | 660 |
Other non-cash adjustments | (634) | (159) |
Changes in operating assets and liabilities, net of acquisition and disposal of businesses: | ||
Accounts receivable | (9,288) | (6,378) |
Prepaid expenses and other assets | (934) | (324) |
Trade accounts payable | 267 | 3,284 |
Accrued expenses and other liabilities | (12,837) | (6,299) |
Restricted cash due to customers | 119,291 | 76,091 |
Due to customers | (119,291) | (76,091) |
Deferred revenue | 17,593 | 15,973 |
Net cash provided by operating activities | 100,144 | 89,509 |
Cash flows from investing activities | ||
Purchase of property and equipment | (15,459) | (14,560) |
Capitalized software development costs | (19,078) | (10,868) |
Purchase of net assets of acquired companies, net of cash | (3,377) | (520) |
Net cash used in sale of business | 0 | (521) |
Net cash used in investing activities | (37,914) | (26,469) |
Cash flows from financing activities | ||
Proceeds from issuance of debt | 179,000 | 83,600 |
Payments on debt | (212,581) | (122,581) |
Debt issuance costs | 0 | (429) |
Employee taxes paid for withheld shares upon equity award settlement | (10,497) | (2,728) |
Proceeds from exercise of stock options | 10 | 23 |
Dividend payments to stockholders | (17,108) | (16,883) |
Net cash used in financing activities | (61,176) | (58,998) |
Effect of exchange rate on cash and cash equivalents | 46 | (1,222) |
Net increase in cash and cash equivalents | 1,100 | 2,820 |
Cash and cash equivalents, beginning of period | 15,362 | 14,735 |
Cash and cash equivalents, end of period | $ 16,462 | $ 17,555 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common stock [Member] | Additional paid-in capital [Member] | Treasury stock [Member] | Accumulated other comprehensive loss [Member] | Retained earnings [Member] |
Balance (in shares) at Dec. 31, 2014 | 56,048,135 | |||||
Balance at Dec. 31, 2014 | $ 185,916 | $ 56 | $ 245,674 | $ (190,440) | $ (1,032) | $ 131,658 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 25,649 | 25,649 | ||||
Payment of dividends | (22,508) | (22,508) | ||||
Exercise of stock options and stock appreciation rights and vesting of restricted stock units (in shares) | 202,078 | |||||
Exercise of stock options and stock appreciation rights and vesting of restricted stock units | 32 | 32 | ||||
Surrender of shares upon vesting of restricted stock and restricted stock units and exercise of stock appreciation rights | (9,421) | (9,421) | ||||
Excess tax benefits from exercise and vesting of stock-based compensation | 5,466 | 5,466 | ||||
Stock-based compensation | 25,246 | 25,168 | 78 | |||
Restricted stock grants (in shares) | 736,252 | |||||
Restricted stock grants | 1 | $ 1 | ||||
Restricted stock cancellations (in shares) | (112,648) | |||||
Other comprehensive income (loss) | 207 | 207 | ||||
Balance (in shares) at Dec. 31, 2015 | 56,873,817 | |||||
Balance at Dec. 31, 2015 | 210,588 | $ 57 | 276,340 | (199,861) | (825) | 134,877 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Cumulative effect of a change in accounting principle | 606 | 1,540 | (934) | |||
Net income | 24,231 | 24,231 | ||||
Payment of dividends | (17,108) | (17,108) | ||||
Exercise of stock options and stock appreciation rights and vesting of restricted stock units (in shares) | 298,750 | |||||
Exercise of stock options and stock appreciation rights and vesting of restricted stock units | 10 | 10 | ||||
Surrender of shares upon vesting of restricted stock and restricted stock units and exercise of stock appreciation rights | (10,496) | (10,496) | ||||
Stock-based compensation | 25,005 | 24,947 | 58 | |||
Restricted stock grants (in shares) | 560,298 | |||||
Restricted stock grants | 1 | $ 1 | ||||
Restricted stock cancellations (in shares) | (74,906) | |||||
Other comprehensive income (loss) | (117) | (117) | ||||
Balance (in shares) at Sep. 30, 2016 | 57,657,959 | |||||
Balance at Sep. 30, 2016 | $ 232,720 | $ 58 | $ 302,837 | $ (210,357) | $ (942) | $ 141,124 |
Consolidated Statements of Sto7
Consolidated Statements of Stockholders' Equity (Parenthetical) - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Statement of Stockholders' Equity [Abstract] | ||
Surrender of shares upon vesting of restricted stock and restricted stock units and exercise of stock appreciation rights | 181,674 | 163,017 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. Organization We are the world’s leading cloud software company powering social good. Serving the entire social good community—nonprofits, foundations, corporations, education institutions, and individual change agents—we connect and empower organizations to increase their impact through software, services, expertise, and data intelligence. Our portfolio is tailored to the unique needs of vertical markets, with solutions for fundraising and relationship management, digital marketing, advocacy, accounting, payments, analytics, school management, grant management, corporate social responsibility and volunteerism. Serving the industry for more than three decades, we are headquartered in Charleston, South Carolina and have operations in the United States, Australia, Canada, Ireland and the United Kingdom. As of September 30, 2016 , we had approximately 35,000 customers. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. 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, 2015 , has been derived from the audited consolidated financial statements at that date. Operating results and cash flows for the nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2016 , 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, 2015 , and other forms filed with the SEC from time to time. Reclassifications In order to provide comparability between periods presented, "interest income", "loss on sale of business", "loss on debt extinguishment and termination of derivative instruments" and "other income (expense), net" have been combined within "other expense, net" in the previously reported consolidated statements of comprehensive income to conform to presentation of the current period. See Note 7 to these consolidated financial statements for additional details. 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 including goodwill, stock-based compensation, the provision for income taxes, deferred taxes, capitalization of software development costs and related amortization, our allowances for sales returns and doubtful accounts, deferred sales commissions and professional services costs, valuation of derivative instruments, 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 solutions in cloud-based and hosted environments; (ii) providing software maintenance and support services; (iii) providing professional services including implementation, training, consulting, analytic, hosting and other services; (iv) providing transaction and payment processing services; and (v) selling perpetual licenses of our software solutions. We recognize revenue when all of the following conditions are met: • Persuasive evidence of an arrangement exists; • The solutions 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 a contract to be evidence of an arrangement. Delivery of our services occurs when the services have been performed. Delivery of our solutions occurs when the solution is shipped or transmitted, and title and risk of loss have transferred to the customers. Our typical arrangements 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 actual and estimated 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 software solutions to customers which are available for use in cloud-based subscription arrangements without licensing perpetual rights to the software (“cloud-based solutions”). Revenue from cloud-based solutions 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 or set-up fees is deferred and recognized ratably over the estimated period that the customer benefits from the related cloud-based solution. Direct and incremental costs related to upfront activation or set-up activities for cloud-based solutions are capitalized until the cloud-based solution is deployed and in use, and then expensed ratably over the estimated period that the customer benefits from the related cloud-based solution. We provide hosting services to customers who have purchased perpetual rights to certain of our software solutions (“hosting services”). Revenue from hosting services, online training programs as well as subscription-based analytic services such as data enrichment and data management services, 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. The estimated period of benefit is evaluated on an annual basis using historical customer retention information by solution or service. 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”) of fair value 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. In general, when we are the principal in a transaction based on the predominant weighting of factors identified in ASC 605-45, we record the revenue and related costs on a gross basis. Otherwise, we net the cost of revenue associated with the service against the gross amount billed to the customer and record the net amount as revenue. Revenue from transaction processing services 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. Maintenance We recognize revenue from maintenance services ratably over the term of the arrangement, generally one year at contract inception with annual renewals thereafter. Maintenance contracts are at rates that vary according to the level of the maintenance program associated with the software solution and are generally renewable annually. Maintenance contracts may also include the right to unspecified solution upgrades on an if-and-when available basis. Certain incremental support services are sold in prepaid units of time and recognized as revenue upon their usage. 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 delivered. 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 updated information during the contract period, revenue is recognized ratably over the contract period. 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 in those cases is recognized ratably over the contract period. Additionally, 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. License fees We sell perpetual 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 VSOE of fair value of the various elements. We determine VSOE of fair value of the various elements using different methods. VSOE of fair value for maintenance services associated with software licenses is based upon renewal rates stated in the arrangements with customers, which demonstrate a consistent relationship of maintenance pricing as a percentage of the contractual license fee. VSOE of fair value of professional services and other solutions and services is based on the average selling price of these same solutions 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. In general, revenue is recognized for software licenses upon delivery to our customers. When a software license is sold with software customization services, generally the services are to provide the customer assistance in creating special reports and other enhancements that will improve operational efficiency and/or help to support business process improvements. These services are generally not essential to the functionality of the software and the related revenues are recognized either as the services are delivered or upon completion. 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. Deferred revenue To the extent that our customers are billed for the above described solutions and services in advance of delivery, we record such amounts in deferred revenue. Generally, our subscription and maintenance customers are billed one year in advance. Fair value measurements We measure certain financial assets and liabilities at fair value on a recurring basis, including derivative instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. An active market is defined as a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. We use a three-tier fair value hierarchy to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: • Level 1 - Quoted prices for identical assets or liabilities in active markets; • Level 2 - Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and • Level 3 - Valuations derived from valuation techniques in which one or more significant inputs are unobservable. Our financial assets and liabilities are classified in their entirety within the hierarchy based on the lowest level of input that is significant to fair value measurement. Changes to a financial asset's or liability's level within the fair value hierarchy are determined as of the end of a reporting period. All methods of assessing fair value result in a general approximation of value, and such value may never actually be realized. 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 exercise, settlement and vesting of all dilutive securities using the “treasury stock method” except when the effect is anti-dilutive. Potentially dilutive securities consist of shares issuable upon the exercise of stock options, settlement of stock appreciation rights and vesting of restricted stock awards and units. Recently adopted accounting pronouncements In September 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments (ASU 2015-16) . ASU 2015-16 requires for acquirers in business combinations to recognize adjustments to provisional amounts identified during measurement periods in the reporting periods in which adjusted amounts are determined. The update requires that acquirers record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization or other income effects, if any, resulting from changes in provisional amounts, calculated as if the accounting had been completed at acquisition date. The update also requires separate income statement presentation or note disclosure of amounts recorded in current period earnings by line item that would have been recorded in previous reporting periods if the provisional amount adjustments had been recognized at the acquisition date (requirements to retrospectively account for those adjustments have been eliminated). The guidance is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. Amendments in this update should be applied prospectively to adjustments to provisional amounts that occur after its effective date, with earlier application permitted for financial statements that have not been issued. We adopted ASU 2015-16 on January 1, 2016. See Note 3 to these consolidated financial statements for details of any immaterial measurement period adjustments. In April 2015, the FASB issued ASU No. 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) - Customer's Accounting for Fees Paid in a Cloud Computing Arrangement (ASU 2015-05) . The amendments in this update provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the update specifies that the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. The update further specifies that the customer should account for a cloud computing arrangement as a service contract if the arrangement does not include a software license. An entity can elect to adopt the amendments either (1) prospectively to all arrangements entered into or materially modified after the effective date or (2) retrospectively. We adopted ASU 2015-05 on January 1, 2016 on a prospective basis and it did not have a material impact on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest - Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03) . ASU 2015-03 sets forth a requirement that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs is not affected by the amendments in this update. An entity should apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented is adjusted to reflect the period-specific effects of applying the new guidance. We adopted ASU 2015-03 on January 1, 2016 and retrospectively restated "other assets" and "debt, net of current portion", which had the effect of reducing each of those respective line items in our December 31, 2015 consolidated balance sheet by approximately $0.5 million . In March 2016, the FASB issued ASU 2016-09, Compensation — Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting (ASU 2016-09) . The new guidance requires excess tax benefits and tax deficiencies to be recorded in the income statement when the awards vest or are settled and provides an accounting policy election to account for forfeitures as they occur. In addition, cash flows related to excess tax benefits will no longer be separately classified as a financing activity apart from other income tax cash flows within operating activities. The standard also allows entities to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting and clarifies that all cash payments made on an employee’s behalf for withheld shares should be presented as a financing activity on the statements of cash flows. The new standard is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. We early adopted ASU 2016-09 during the three months ended September 30, 2016, which requires us to reflect any adjustments as of January 1, 2016, the beginning of the annual period that includes the interim period of adoption. Upon adoption, we elected to account for forfeitures as they occur using a modified retrospective transition method, which resulted in a cumulative-effect adjustment of $0.9 million to reduce our January 1, 2016 opening retained earnings balance. The following table summarizes the impact to our consolidated balance sheet, including the net amount charged to retained earnings as of January 1, 2016: (dollars in thousands) As of January 1, 2016 Balance sheet location Amount Decrease in deferred tax liabilities related to the cumulative effect adjustment from our election to recognize forfeitures as they occur rather than applying an estimated forfeiture rate Deferred tax liability $ (606 ) Increase in additional paid-in capital resulting from our election to recognize forfeitures as they occur Additional paid-in capital $ 1,540 Net charge to retained earnings for cumulative effect adjustment from adoption of ASU 2016-09 Retained earnings $ (934 ) We elected to retrospectively apply the changes in presentation to the statements of cash flows and no longer classify excess tax benefits as a financing activity, which increased both net cash provided by operating activities and net cash used in financing activities by $1.5 million for the nine months ended September 30, 2015. The presentation requirements for cash flows related to employee taxes paid for withheld shares increased both net cash provided by operating activities and net cash used in financing activities for the nine months ended September 30, 2015 by $2.7 million , as such cash flows were historically presented within operating cash flows. Adoption of the new standard resulted in the recognition of additional stock-based compensation expense of approximately $0.6 million and $1.0 million for the three and nine months ended September 30, 2016, respectively, as well as the recognition of excess tax benefits in our provision for income taxes rather than paid-in capital of $1.6 million and $4.3 million for the three and nine months ended September 30, 2016, respectively. The adoption of ASU 2016-09 impacted our previously reported quarterly results for fiscal year 2016 as follows: Consolidated balance sheets: (dollars in thousands) As of March 31, 2016 As of June 30, 2016 As Reported As Adjusted As Reported As Adjusted Additional paid-in capital $ 285,376 $ 285,606 $ 294,810 $ 294,019 Retained earnings $ 134,192 $ 134,500 $ 136,338 $ 137,893 Consolidated statements of comprehensive income: (dollars in thousands, except per share amounts) Three months ended March 31, 2016 Three months ended June 30, 2016 As Reported As Adjusted As Reported As Adjusted Income tax provision $ 2,664 $ 1,595 $ 3,598 $ 1,778 Net income $ 4,995 $ 6,237 $ 7,813 $ 9,060 Basic earnings per share $ 0.11 $ 0.14 $ 0.17 $ 0.20 Diluted earnings per share $ 0.11 $ 0.13 $ 0.17 $ 0.19 Diluted weighted average shares outstanding 46,757,458 47,064,164 46,927,626 47,263,844 Consolidated statements of cash flows: (dollars in thousands) Three months ended March 31, 2016 Six months ended June 30, 2016 As Reported As Adjusted As Reported As Adjusted Net cash provided by operating activities $ 104 $ 6,757 $ 37,987 $ 48,753 Net cash provided by (used in) financing activities $ 9,546 $ 2,893 $ (13,852 ) $ (24,618 ) Recently issued accounting pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (ASU 2016-02) . ASU 2016-02 will require lessees to record most leases on their balance sheets but recognize expenses in the income statement in a manner similar to current guidance. The updated guidance also eliminates certain real estate-specific provisions and changes the guidance on sale-leaseback transactions, initial direct costs and lease executory costs for all entities. For lessors, the standard modifies the classification criteria and the accounting for sales-type and direct financing leases. All entities will classify leases to determine how to recognize lease-related revenue and expense. Classification will continue to affect amounts that lessors record on the balance sheet. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, and interim periods within those years. Early adoption is permitted. Upon adoption, entities will be required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply. We expect ASU 2016-02 will impact our consolidated financial statements and are currently evaluating the extent of the impact that implementation of this standard will have on adoption. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09) . ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will replace most existing revenue recognition guidance in GAAP when it becomes effective. ASU 2014-09 was originally effective for fiscal years and interim periods within those years beginning after December 15, 2016. An entity should apply ASU 2014-09 either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized as an adjustment to the opening balance of retained earnings at the date of initial application. In July 2015, the FASB decided to delay the effective date of the new standard for one year. The new standard now requires application no later than annual reporting periods beginning after December 15, 2017, including interim reporting periods therein; however, public entities are permitted to elect to early adopt the new standard as of the original effective date. In March 2016, the FASB finalized amendments to the guidance in the new standard to clarify whether an entity is a principal or an agent in a revenue transaction. In April 2016, the FASB finalized additional amendments to the guidance in the new standard to clarify the accounting for licenses of intellectual property and identifying performance obligations. We expect the adoption of ASU 2014-09 will impact our consolidated financial statements. We are currently evaluating implementation methods and the extent of the impact that implementation of this standard and the recently issued clarifying amendments will have upon adoption. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Business Combinations | 3. Business Combinations 2016 Acquisition Attentive.ly On July 11, 2016 , we acquired all of the outstanding equity, including all voting equity interests of Good+Geek, Inc., a Delaware corporation doing business as "Attentive.ly." Attentive.ly provides social media capabilities allowing organizations to conduct social listening, identify key influencers and drive engagement through its cloud solution. The acquisition accelerates our ability to deliver these capabilities to our customers. We acquired Attentive.ly for $3.9 million in cash, net of closing adjustments. Of that purchase price, $1.3 million was allocated to the acquired finite-lived intangible technology asset, which will be amortized over its estimated useful life of five years. The estimated amount of goodwill arising from the acquisition was assigned to the General Markets Business Unit ("GMBU") reporting segment and the Enterprise Customer Business Unit ("ECBU") reporting segment was $1.9 million and $0.4 million , respectively. None of the goodwill is deductible for tax purposes. The carrying amounts of all other assets acquired and liabilities assumed are insignificant and approximate their estimated fair values. The assets and liabilities recorded for the acquisition of Attentive.ly were based on preliminary valuations and the estimates and assumptions are subject to change as we obtain additional information during the measurement period, which may be up to one year from the acquisition date. We included the operating results of Attentive.ly, which are insignificant, in our consolidated financial statements from the date of acquisition. We do not expect this business combination to have a material effect on our consolidated financial position, results of operations or cash flows. We determined that the Attentive.ly acquisition was not a material business combination; therefore, pro forma disclosures have not been presented. 2015 Acquisition Smart Tuition On October 2, 2015 , we completed our acquisition of all of the outstanding equity, including all voting equity interests, of Smart, LLC (“Smart Tuition”). Smart Tuition is a leading provider of payment software and services for private schools and parents. The acquisition of Smart Tuition further expanded our offerings in the K-12 technology sector. We acquired Smart Tuition for $187.3 million in cash, net of closing adjustments including an adjustment of approximately $0.5 million during the three months ended March 31, 2016. We received the proceeds from these closing adjustments during the three months ended September 30, 2016 . On October 2, 2015 , we drew down a $186.0 million revolving credit loan under our 2014 Credit Facility (as defined in Note 8 below) to finance the acquisition of Smart Tuition. As a result of the acquisition, Smart Tuition has become a wholly-owned subsidiary of ours. We included the operating results of Smart Tuition in our consolidated financial statements within our GMBU reporting segment from the date of acquisition. For the three months ended September 30, 2016 , Smart Tuition's total revenue and operating income included in our consolidated financial statements was $10.3 million and $1.0 million , respectively. For the nine months ended September 30, 2016 , Smart Tuition's total revenue and operating income included in our consolidated financial statements was $27.7 million and $2.8 million , respectively. The following table summarizes the allocation of the purchase price based on the estimated fair value of the assets acquired and the liabilities assumed: (dollars in thousands) Purchase Price Allocation Net working capital, excluding deferred revenue $ 202 Property and equipment 2,457 Deferred revenue (6,500 ) Deferred tax asset 2,637 Intangible assets 97,800 Goodwill 90,376 Total purchase price (1) $ 186,972 (1) The purchase price differs from the net cash outlay of $187.3 million due to certain insignificant acquisition-related expenses included therein. The estimated fair value of accounts receivable acquired approximates the contractual value of $2.8 million . The estimated goodwill recognized is attributable primarily to the opportunities for expected synergies from combining operations and the assembled workforce of Smart Tuition, all of which was assigned to our GMBU reporting segment. Approximately $86.3 million of the goodwill arising from the acquisition is deductible for income tax purposes. We finalized the purchase price allocation for Smart Tuition, including the valuation of assets acquired and liabilities assumed, during the third quarter of 2016. All measurement period adjustments recorded were not significant. The Smart Tuition acquisition resulted in the identification of the following identifiable intangible assets: Intangible assets acquired Weighted average amortization period (in thousands) (in years) Customer relationships $ 72,300 17 Marketing assets 1,200 3 Acquired technology 22,100 7 Non-compete agreements 2,200 5 Total intangible assets $ 97,800 14 The estimated fair values of the finite-lived intangible assets were based on variations of the income approach, which estimates fair value based on the present value of cash flows that the assets are expected to generate which included the relief-from-royalty method, incremental cash flow method including the with and without method and excess earnings method, depending on the intangible asset being valued. The method of amortization of identifiable finite-lived intangible assets is based on the expected pattern in which the estimated economic benefits of the respective assets are consumed or otherwise used up. Customer relationships and acquired technology are being amortized on an accelerated basis while marketing assets and non-compete agreements are being amortized on a straight-line basis. The following unaudited pro forma condensed combined consolidated results of operations assume that the acquisition of Smart Tuition occurred on January 1, 2014. 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, 2014, or of the results that may occur in the future. The unaudited pro forma information reflects adjustments for amortization of intangibles related to the fair value adjustments of the assets acquired, write-down of acquired deferred revenue to fair value, additional interest expense related to the financing of the transaction and the related tax effects of the adjustments. Three months ended September 30, Nine months ended (dollars in thousands, except per share amounts) 2015 2015 Revenue $ 168,190 $ 488,172 Net income $ 6,056 $ 16,579 Basic earnings per share $ 0.13 $ 0.36 Diluted earnings per share $ 0.13 $ 0.36 |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 4. 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 (dollars in thousands, except per share amounts) 2016 2015 2016 2015 Numerator: Net income $ 8,934 $ 7,911 $ 24,231 $ 19,238 Denominator: Weighted average common shares 46,159,956 45,616,832 46,078,306 45,576,029 Add effect of dilutive securities: Stock-based awards 1,234,150 979,882 1,190,163 827,167 Weighted average common shares assuming dilution 47,394,106 46,596,714 47,268,469 46,403,196 Earnings per share: Basic $ 0.19 $ 0.17 $ 0.53 $ 0.42 Diluted $ 0.19 $ 0.17 $ 0.51 $ 0.41 Anti-dilutive shares excluded from calculations of diluted earnings per share 1,723 9,765 3,766 18,658 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 5. Fair Value Measurements Recurring fair value measurements Financial assets and liabilities measured at fair value on a recurring basis consisted of the following, as of: Fair value measurement using (dollars in thousands) Level 1 Level 2 Level 3 Total Fair value as of September 30, 2016 Financial liabilities: Derivative instruments (1) $ — $ 654 $ — $ 654 Total financial liabilities $ — $ 654 $ — $ 654 Fair value as of December 31, 2015 Financial assets: Derivative instruments (1) $ — $ 406 $ — $ 406 Total financial assets $ — $ 406 $ — $ 406 Fair value as of December 31, 2015 Financial liabilities: Derivative instruments (1) $ — $ 438 $ — $ 438 Total financial liabilities $ — $ 438 $ — $ 438 (1) 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. We believe the carrying amounts of our cash and cash equivalents, restricted cash due to customers, accounts receivable, trade accounts payable, accrued expenses and other current liabilities and due to customers approximate their fair values at September 30, 2016 and December 31, 2015 , due to the immediate or short-term maturity of these instruments. We believe the carrying amount of our debt approximates its fair value at September 30, 2016 and December 31, 2015 , as the debt bears interest rates that approximate market value. As LIBOR rates are observable at commonly quoted intervals, our debt is classified within Level 2 of the fair value hierarchy. We did not transfer any assets or liabilities among the levels within the fair value hierarchy during the nine months ended September 30, 2016 . Additionally, we did not hold any Level 3 assets or liabilities during the nine months ended September 30, 2016 . Non-recurring fair value measurements Assets and liabilities that are measured at fair value on a non-recurring basis include intangible assets and goodwill, which are recognized at fair value during the period in which an acquisition is completed, from updated estimates and assumptions during the measurement period, or when they are considered to be impaired. These non-recurring fair value measurements, primarily for intangible assets acquired, were based on Level 3 unobservable inputs. In the event of an impairment, we determine the fair value of the goodwill and intangible assets using a discounted cash flow approach, which contains significant unobservable inputs and, therefore, is considered a Level 3 fair value measurement. The unobservable inputs in the analysis generally include future cash flow projections and a discount rate. There were no non-recurring fair value adjustments to intangible assets and goodwill during the nine months ended September 30, 2016 , except for certain insignificant business combination accounting adjustments to the initial fair value estimates of the Smart Tuition assets acquired and liabilities assumed at the acquisition date from updated information obtained during the measurement period. See Note 3 to these consolidated financial statements for additional details. The measurement period of a business combination may be up to one year from the acquisition date. We record any measurement period adjustments to the fair value of assets acquired and liabilities assumed, with the corresponding offset to goodwill. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 6. Goodwill and Other Intangible Assets The change in goodwill for each reportable segment (as defined in Note 14 below) during the nine months ended September 30, 2016 , consisted of the following: (dollars in thousands) ECBU GMBU IBU Total Balance at December 31, 2015 $ 240,494 $ 190,976 $ 4,979 $ 436,449 Additions related to current year business combination 426 1,882 34 2,342 Adjustments related to prior year business combination — (182 ) — (182 ) Effect of foreign currency translation — — (159 ) (159 ) Balance at September 30, 2016 $ 240,920 $ 192,676 $ 4,854 $ 438,450 Amortization expense Amortization expense related to finite-lived intangible assets acquired in business combinations is allocated to cost of revenue on the consolidated statements of comprehensive income based on the revenue stream to which the asset contributes, except for marketing assets and non-compete agreements, for which the associated amortization expense is included in operating expenses. The following table summarizes amortization expense: Three months ended September 30, Nine months ended (dollars in thousands) 2016 2015 2016 2015 Included in cost of revenue: Cost of subscriptions $ 7,790 $ 5,761 $ 23,454 $ 17,300 Cost of maintenance 1,332 1,000 3,996 3,160 Cost of services 655 698 1,965 2,007 Cost of license fees and other 85 86 255 283 Total included in cost of revenue 9,862 7,545 29,670 22,750 Included in operating expenses 687 524 2,147 1,536 Total amortization of intangibles from business combinations $ 10,549 $ 8,069 $ 31,817 $ 24,286 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, 2016 : (dollars in thousands) Years ending December 31, Amortization expense 2016 - remaining $ 10,581 2017 41,716 2018 40,004 2019 36,544 2020 27,979 Total $ 156,824 |
Consolidated Financial Statemen
Consolidated Financial Statement Details | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidated Financial Statement Details | 7. Consolidated Financial Statement Details Prepaid expenses and other assets (dollars in thousands) September 30, December 31, Deferred sales commissions $ 34,489 $ 30,141 Prepaid software maintenance 17,488 15,308 Deferred professional services costs 2,113 3,603 Taxes, prepaid and receivable 4,892 9,121 Deferred tax asset 3,135 2,869 Prepaid royalties 1,431 1,767 Other assets 6,699 6,758 Total prepaid expenses and other assets 70,247 69,567 Less: Long-term portion 18,102 20,901 Prepaid expenses and other current assets $ 52,145 $ 48,666 Accrued expenses and other liabilities (dollars in thousands) September 30, December 31, Accrued bonuses $ 14,478 $ 24,591 Accrued commissions and salaries 6,620 8,391 Taxes payable 3,131 3,923 Deferred rent liabilities 4,164 4,070 Lease incentive obligations 4,616 4,734 Unrecognized tax benefit 3,029 3,147 Customer credit balances 4,615 3,515 Accrued vacation costs 2,398 2,446 Accrued health care costs 2,049 2,356 Other liabilities 6,808 7,911 Total accrued expenses and other liabilities 51,908 65,084 Less: Long-term portion 7,467 7,623 Accrued expenses and other current liabilities $ 44,441 $ 57,461 Deferred revenue (dollars in thousands) September 30, December 31, Subscriptions $ 143,462 $ 122,524 Maintenance 80,536 85,901 Services 28,533 28,517 License fees and other 2,215 393 Total deferred revenue 254,746 237,335 Less: Long-term portion 6,594 7,119 Deferred revenue, current portion $ 248,152 $ 230,216 Other (expense) income, net Three months ended September 30, Nine months ended (dollars in thousands) 2016 2015 2016 2015 Interest income $ 224 $ 8 $ 463 $ 23 Loss on sale of business — — — (1,976 ) Other (expense) income, net (239 ) 184 (648 ) 584 Other (expense) income, net $ (15 ) $ 192 $ (185 ) $ (1,369 ) |
Debt
Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt The following table summarizes our debt balances and the related weighted average effective interest rates, which includes the effect of interest rate swap agreements. Debt balance at Weighted average effective interest rate at (dollars in thousands) September 30, December 31, September 30, December 31, Credit facility: Revolving credit loans $ 212,600 $ 242,900 2.34 % 2.15 % Term loans 164,063 167,344 2.58 % 2.51 % Total debt 376,663 410,244 2.44 % 2.30 % Less: Unamortized debt discount 1,646 2,157 Less: Debt, current portion 4,375 4,375 2.34 % 2.11 % Debt, net of current portion $ 370,642 $ 403,712 2.44 % 2.30 % Summary of the 2014 Credit Facility In February 2014, we entered into a five -year $325.0 million credit facility (the “2014 Credit Facility”) and drew $175.0 million on a term loan upon closing, which was used to repay all amounts outstanding under the 2012 Credit Facility. The 2014 Credit Facility includes the following facilities: (i) a dollar and a designated currency revolving credit facility with sublimits for letters of credit and swingline loans (the “2014 Revolving Facility”) and (ii) a term loan facility (the “2014 Term Loan”). In connection with our entry into the 2014 Credit Facility, we paid $2.5 million in financing costs, of which $1.1 million were capitalized and, together with a portion of the unamortized deferred financing costs from prior facilities, are being amortized into interest expense over the term of the new facility using the effective interest method. As of September 30, 2016 and December 31, 2015 , deferred financing costs totaling $0.7 million and $0.9 million , respectively, were included in other assets on the consolidated balance sheet. The 2014 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 term loan under the 2014 Credit Facility bear interest at a rate per annum equal to, at our option, (a) 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 1.00% (the “Base Rate”), in addition to a margin of 0.00% to 0.50% , or (b) LIBOR rate plus a margin of 1.00% to 1.50% . We also pay a quarterly commitment fee on the unused portion of the 2014 Revolving Facility from 0.15% to 0.225% per annum, depending on our net leverage ratio. At September 30, 2016 , the commitment fee was 0.225% . The 2014 Term Loan requires periodic principal payments. The balance of the 2014 Term Loan and any amounts drawn on the 2014 Revolving Facility are due upon maturity of the 2014 Credit Facility in February 2019. We evaluate the classification of our debt as current or non-current based on the required annual maturities of the 2014 Credit Facility. The 2014 Credit Facility includes financial covenants related to the net leverage ratio and interest coverage ratio, as well as restrictions on our ability to declare and pay dividends and our ability to repurchase shares of our common stock. At September 30, 2016 , we were in compliance with our debt covenants under the 2014 Credit Facility. Financing for MicroEdge acquisition The 2014 Credit Facility includes an option to request increases in the revolving commitments and/or request additional term loans in an aggregate principal amount of up to $200.0 million . On October 1, 2014, we exercised this option, and certain lenders agreed, to increase the revolving credit commitments by $100.0 million (the "October 2014 Additional Revolving Credit Commitments") such that for the period commencing October 1, 2014, the aggregate revolving credit commitments available were $250.0 million . The October 2014 Additional Revolving Credit Commitments have the same terms as the existing revolving credit commitments. On October 1, 2014, we drew down a $140.0 million revolving credit loan under the 2014 Credit Facility to finance the acquisition of MicroEdge. Financing for Smart Tuition acquisition On July 17, 2015, we again exercised this option and certain lenders agreed to increase the revolving credit commitments by an additional $100.0 million (the "July 2015 Additional Revolving Credit Commitments") such that commencing July 17, 2015, the aggregate revolving credit commitments available were $350.0 million . The July 2015 Additional Revolving Credit Commitments have the same terms as the existing revolving credit commitments. On October 2, 2015 , we drew down a $186.0 million revolving credit loan under the 2014 Credit Facility to finance the acquisition of Smart Tuition. As of September 30, 2016 , the required annual maturities related to the 2014 Credit Facility were as follows: Years ending December 31, (dollars in thousands) Annual maturities 2016 - remaining $ 1,094 2017 4,375 2018 4,375 2019 366,819 2020 — Thereafter — Total required maturities $ 376,663 |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives Instruments | 9. Derivative Instruments We use derivative instruments to manage our variable interest rate risk. In March 2014 , we entered into an interest rate swap agreement (the "March 2014 Swap Agreement"), which effectively converts portions of our variable rate debt under the 2014 Credit Facility to a fixed rate for the term of the swap agreement. The initial notional value of the March 2014 Swap Agreement was $125.0 million with an effective date beginning in March 2014 . In March 2017 , the notional value of the March 2014 Swap Agreement will decrease to $75.0 million for the remaining term through February 2018 . We designated the March 2014 Swap Agreement as a cash flow hedge at the inception of the contract. In October 2015 , we entered into an additional interest rate swap agreement (the "October 2015 Swap Agreement"), which effectively converts portions of our variable rate debt under the 2014 Credit Facility to a fixed rate for the term of the October 2015 Swap Agreement. The notional value of the October 2015 Swap Agreement was $75.0 million with an effective date beginning in October 2015 and maturing in February 2018 . We designated the October 2015 Swap Agreement as a cash flow hedge at the inception of the contract. The fair values of our derivative instruments were as follows as of: (dollars in thousands) Balance sheet location September 30, December 31, Derivative instruments designated as hedging instruments: Interest rate swap, long-term portion Other assets $ — $ 406 Total derivative instruments designated as hedging instruments $ — $ 406 September 30, December 31, Derivative instruments designated as hedging instruments: Interest rate swaps, current portion Accrued expenses and other current liabilities $ — $ 2 Interest rate swaps, long-term portion Other liabilities 654 436 Total derivative instruments designated as hedging instruments $ 654 $ 438 The effects of derivative instruments in cash flow hedging relationships were as follows: Gain (loss) recognized in accumulated other comprehensive loss as of Location of gain (loss) reclassified from accumulated other comprehensive loss into income Gain (loss) reclassified from accumulated other comprehensive loss into income (dollars in thousands) September 30, Three months ended Nine months ended Interest rate swaps $ (654 ) Interest expense $ (265 ) $ (875 ) September 30, Three months ended Nine months ended Interest rate swaps $ (1,312 ) Interest expense $ (373 ) $ (1,122 ) Our policy requires that derivatives used for hedging purposes be designated and effective as a hedge of the identified risk exposure at the inception of the contract. Accumulated other comprehensive income (loss) includes unrealized gains or losses from the change in fair value measurement of our derivative instruments each reporting period and the related income tax expense or benefit. Changes in the fair value measurements of the derivative instruments and the related income tax expense or benefit are reflected as adjustments to accumulated other comprehensive income (loss) until the actual hedged expense is incurred or until the hedge is terminated at which point the unrealized gain (loss) is reclassified from accumulated other comprehensive income (loss) to current earnings. The estimated accumulated other comprehensive loss as of September 30, 2016 that is expected to be reclassified into earnings within the next twelve months is $0.6 million . There were no ineffective portions of our interest rate swap derivatives during the nine months ended September 30, 2016 and 2015 . See Note 13 to these consolidated financial statements for a summary of the changes in accumulated other comprehensive income (loss) by component. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Historical 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 $5.1 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. We have a lease for office space in Austin, Texas which terminates on September 30, 2023, and has two five -year renewal options. The current annual base rent of the lease is $2.7 million . The base rent escalates annually between 2% and 4% based on the terms of the agreement. The rent expense is recorded on a straight-line basis over the length of the lease term. At September 30, 2016 , we had 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 remaining leasehold improvement allowances of $4.9 million . These amounts are being recorded as a reduction to rent expense ratably over the terms of the leases. The reductions in rent expense related to these lease provisions during the three months ended September 30, 2016 and 2015 were insignificant. The reductions in rent expense related to these lease provisions during the nine months ended September 30, 2016 and 2015 , were $0.6 million and $0.6 million , 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. 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 upon receipt and were $0.6 million and $0.6 million for the three months ended September 30, 2016 and 2015 , respectively, and $2.2 million and $1.8 million for the nine months ended September 30, 2016 and 2015 , respectively. Total rent expense was $3.1 million and $2.5 million for the three months ended September 30, 2016 and 2015 , respectively, and $8.6 million and $7.4 million for the nine months ended September 30, 2016 and 2015 , respectively. Lease for New Headquarters Facility In May 2016, we entered into a lease agreement for a new headquarters facility to be built in Charleston, South Carolina (the "New Headquarters Facility"). The landlord is responsible for the design, development and construction of the New Headquarters Facility. Construction of the New Headquarters Facility will proceed in two phases. Phase One will include a building with approximately 172,000 rentable square feet, which is expected to be completed in the first quarter of 2018. The lease agreement also grants us a Phase Two option to request that the landlord construct and lease to us a second office building and related improvements. Total rent payments and leasehold improvement allowances for Phase One are estimated to be approximately $102.0 million and $12.9 million , respectively, over the life of the lease agreement, plus additional amounts for Phase Two, if applicable. The lease agreement is for a period of twenty years beginning on the date of substantial completion of construction by the landlord, which is estimated to be in the first quarter of 2018, and ending in the first quarter of 2038. The lease agreement provides for four renewal periods of five years each at a base rent equal to the then prevailing market rate for comparable buildings. We expect to receive quarterly South Carolina state incentive payments as a result of locating our headquarters facility in Berkeley County, South Carolina. As of September 30, 2016 , the future minimum lease commitments related to lease agreements, net of related lease incentives, were as follows: Years ending December 31, (dollars in thousands) Operating leases (1) 2016 – remaining $ 3,427 2017 12,531 2018 15,663 2019 15,954 2020 15,309 Thereafter 110,088 Total minimum lease payments $ 172,972 (1) Our future minimum lease commitments related to operating leases do not include payments related to Phase Two of our New Headquarters Facility, as that option had not been exercised as of September 30, 2016 . Other commitments As discussed in Note 8 to these consolidated financial statements, the term loans under the 2014 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 2014 Credit Facility in February 2019 . We utilize third-party technology in conjunction with our solutions and services, with contractual obligations varying in length from one to four years. In certain cases, such arrangements require a minimum annual purchase commitment. As of September 30, 2016 , the remaining aggregate minimum purchase commitment under these arrangements was approximately $35.7 million through 2020. Product and service indemnifications In the ordinary course of business, we provide certain indemnifications of varying scope to customers against claims of intellectual property infringement made by third parties arising from the use of our solutions or services. If we determine that it is probable that a loss has been incurred related to solution or service indemnifications, any such loss that could be reasonably estimated would be recognized. We have not identified any losses and, accordingly, we have not recorded a liability related to these indemnifications. 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. As of September 30, 2016 , in our opinion, there was not at least a reasonable possibility that these actions arising in the ordinary course of business will have a material adverse effect upon our consolidated financial position, results of operations or cash flows and, therefore, no material loss contingencies were recorded. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes Our income tax provision and effective income tax rates including the effects of period-specific events, were: Three months ended September 30, Nine months ended (dollars in thousands) 2016 2015 2016 2015 Income tax provision $ 1,950 $ 4,433 $ 5,323 $ 10,459 Effective income tax rate 17.9 % 35.9 % 18.0 % 35.2 % The decreases in our effective income tax rates during the three and nine months ended September 30, 2016 , when compared to the same periods in 2015 , were primarily due to discrete tax benefits from the early adoption of ASU 2016-09 relating to stock-based compensation. Under ASU 2016-09, excess tax benefits generated upon the settlement or exercise of stock awards are no longer recognized as additional paid-in capital but are instead recognized as a reduction to income tax expense. The remaining impacts to our effective income tax rates for these periods were the estimated benefit to our annual 2016 effective tax rate from federal and state research tax credits that were permanently enacted into law in December 2015 and a discrete tax benefit included in the 2016 periods from statute of limitations expiration, partially offset by the estimated impact to our annual 2016 effective tax rate from Section 162(m) nondeductible compensation. In addition to the events that impact our effective income tax rate during both the three and nine months ended September 30, 2016 , when compared to the same periods in 2015 , the decrease in our effective tax rate during the nine months ended September 30, 2016 was also partially offset by a discrete tax benefit included in the 2015 period from the settlement of an IRS audit. 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. A portion of the foreign and 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 income tax rate, was $2.2 million and $2.3 million at September 30, 2016 and December 31, 2015 , respectively. We recognize accrued interest and penalties, if any, related to unrecognized tax benefits as a component of income tax expense. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 12. 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 where the associated employee’s compensation is recorded. The following table summarizes stock-based compensation expense: Three months ended September 30, Nine months ended (dollars in thousands) 2016 2015 2016 2015 Included in cost of revenue: Cost of subscriptions $ 318 $ 213 $ 904 $ 681 Cost of maintenance 137 107 391 353 Cost of services 461 449 1,308 1,685 Total included in cost of revenue 916 769 2,603 2,719 Included in operating expenses: Sales, marketing and customer success 1,055 768 2,972 2,273 Research and development 1,674 1,145 4,874 3,309 General and administrative 5,173 3,804 14,556 9,598 Total included in operating expenses 7,902 5,717 22,402 15,180 Total stock-based compensation expense $ 8,818 $ 6,486 $ 25,005 $ 17,899 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | 13. Stockholders' Equity Dividends Our Board of Directors has adopted a dividend policy, which provides for the distribution to stockholders of a portion of cash generated by us that is in excess of operational needs and capital expenditures. The 2014 Credit Facility limits the amount of dividends payable and certain state laws restrict the amount of dividends distributed. In February 2016 , our Board of Directors approved an annual dividend rate of $0.48 per share to be made in quarterly payments. Dividend payments are not guaranteed and our Board of Directors may decide, in its absolute discretion, at any time and for any reason, not to declare and pay further dividends. The following table provides information with respect to quarterly dividends of $0.12 per share paid on common stock during the nine months ended September 30, 2016 . Declaration Date Dividend per Share Record Date Payable Date February 9, 2016 $ 0.12 February 26 March 15 April 27, 2016 $ 0.12 May 27 June 15 August 1, 2016 $ 0.12 August 26 September 15 On November 1, 2016 , our Board of Directors declared a fourth quarter dividend of $0.12 per share payable on December 15, 2016 to stockholders of record on November 23, 2016 . Changes in accumulated other comprehensive loss by component The changes in accumulated other comprehensive loss by component, consisted of the following: Three months ended September 30, Nine months ended (dollars in thousands) 2016 2015 2016 2015 Accumulated other comprehensive loss, beginning of period $ (1,640 ) $ (1,926 ) $ (825 ) $ (1,032 ) By component: Gains and losses on cash flow hedges: Accumulated other comprehensive loss balance, beginning of period $ (806 ) $ (536 ) $ (19 ) $ (164 ) Other comprehensive income (loss) before reclassifications, net of tax effects of $(161), $309, $589 and $831 248 (491 ) (909 ) (1,322 ) Amounts reclassified from accumulated other comprehensive loss to interest expense 265 373 875 1,122 Tax benefit included in provision for income taxes (104 ) (144 ) (344 ) (434 ) Total amounts reclassified from accumulated other comprehensive loss 161 229 531 688 Net current-period other comprehensive income (loss) 409 (262 ) (378 ) (634 ) Accumulated other comprehensive loss balance, end of period $ (397 ) $ (798 ) $ (397 ) $ (798 ) Foreign currency translation adjustment: Accumulated other comprehensive loss balance, beginning of period $ (834 ) $ (1,390 ) $ (806 ) $ (868 ) Translation adjustments 289 168 261 (354 ) Accumulated other comprehensive loss balance, end of period (545 ) (1,222 ) (545 ) (1,222 ) Accumulated other comprehensive loss, end of period $ (942 ) $ (2,020 ) $ (942 ) $ (2,020 ) |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | 14. Segment Information As of September 30, 2016 , our reportable segments were the General Markets Business Unit ("GMBU"), the Enterprise Customer Business Unit ("ECBU"), and the International Business Unit ("IBU"). Following is a description of each reportable segment: • The GMBU is focused on marketing, sales, delivery and support to all emerging and mid-sized prospects and customers in North America; • The ECBU is focused on marketing, sales, delivery and support to all large and/or strategic prospects and customers in North America; and • The IBU is focused on marketing, sales, delivery and support to all prospects and customers outside of North America. Our chief operating decision maker is our chief executive officer ("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. Summarized reportable segment financial results, were as follows: Three months ended September 30, Nine months ended (dollars in thousands) 2016 2015 2016 2015 Revenue by segment: GMBU $ 97,621 $ 78,244 $ 279,543 $ 224,311 ECBU 74,351 69,326 220,887 205,625 IBU 11,030 11,181 31,926 31,995 Other (1) 61 60 154 132 Total revenue $ 183,063 $ 158,811 $ 532,510 $ 462,063 Segment operating income (2) : GMBU $ 46,540 $ 40,718 $ 134,408 $ 114,719 ECBU 38,696 33,568 113,186 99,522 IBU 1,064 2,431 3,126 5,823 Other (1) (157 ) (219 ) (109 ) (276 ) 86,143 76,498 250,611 219,788 Less: Corporate unallocated costs (3) (53,236 ) (47,975 ) (156,013 ) (141,162 ) Stock-based compensation costs (8,818 ) (6,486 ) (25,005 ) (17,899 ) Amortization expense (10,549 ) (8,069 ) (31,817 ) (24,286 ) Interest expense (2,641 ) (1,816 ) (8,037 ) (5,375 ) Other (expense) income, net (15 ) 192 (185 ) (1,369 ) Income before provision for income taxes $ 10,884 $ 12,344 $ 29,554 $ 29,697 (1) Other includes revenue and the related costs from the sale of solutions and services not directly attributable to a reportable segment. (2) Segment operating income includes direct, controllable costs related to the sale of solutions and services by the reportable segment. (3) Corporate unallocated costs include research and development, depreciation expense, and certain corporate sales, marketing, general and administrative expenses. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
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, 2015 , has been derived from the audited consolidated financial statements at that date. Operating results and cash flows for the nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2016 , 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, 2015 , 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 including goodwill, stock-based compensation, the provision for income taxes, deferred taxes, capitalization of software development costs and related amortization, our allowances for sales returns and doubtful accounts, deferred sales commissions and professional services costs, valuation of derivative instruments, 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 solutions in cloud-based and hosted environments; (ii) providing software maintenance and support services; (iii) providing professional services including implementation, training, consulting, analytic, hosting and other services; (iv) providing transaction and payment processing services; and (v) selling perpetual licenses of our software solutions. We recognize revenue when all of the following conditions are met: • Persuasive evidence of an arrangement exists; • The solutions 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 a contract to be evidence of an arrangement. Delivery of our services occurs when the services have been performed. Delivery of our solutions occurs when the solution is shipped or transmitted, and title and risk of loss have transferred to the customers. Our typical arrangements 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 actual and estimated 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 software solutions to customers which are available for use in cloud-based subscription arrangements without licensing perpetual rights to the software (“cloud-based solutions”). Revenue from cloud-based solutions 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 or set-up fees is deferred and recognized ratably over the estimated period that the customer benefits from the related cloud-based solution. Direct and incremental costs related to upfront activation or set-up activities for cloud-based solutions are capitalized until the cloud-based solution is deployed and in use, and then expensed ratably over the estimated period that the customer benefits from the related cloud-based solution. We provide hosting services to customers who have purchased perpetual rights to certain of our software solutions (“hosting services”). Revenue from hosting services, online training programs as well as subscription-based analytic services such as data enrichment and data management services, 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. The estimated period of benefit is evaluated on an annual basis using historical customer retention information by solution or service. 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”) of fair value 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. In general, when we are the principal in a transaction based on the predominant weighting of factors identified in ASC 605-45, we record the revenue and related costs on a gross basis. Otherwise, we net the cost of revenue associated with the service against the gross amount billed to the customer and record the net amount as revenue. Revenue from transaction processing services 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. Maintenance We recognize revenue from maintenance services ratably over the term of the arrangement, generally one year at contract inception with annual renewals thereafter. Maintenance contracts are at rates that vary according to the level of the maintenance program associated with the software solution and are generally renewable annually. Maintenance contracts may also include the right to unspecified solution upgrades on an if-and-when available basis. Certain incremental support services are sold in prepaid units of time and recognized as revenue upon their usage. 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 delivered. 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 updated information during the contract period, revenue is recognized ratably over the contract period. 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 in those cases is recognized ratably over the contract period. Additionally, 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. License fees We sell perpetual 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 VSOE of fair value of the various elements. We determine VSOE of fair value of the various elements using different methods. VSOE of fair value for maintenance services associated with software licenses is based upon renewal rates stated in the arrangements with customers, which demonstrate a consistent relationship of maintenance pricing as a percentage of the contractual license fee. VSOE of fair value of professional services and other solutions and services is based on the average selling price of these same solutions 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. In general, revenue is recognized for software licenses upon delivery to our customers. When a software license is sold with software customization services, generally the services are to provide the customer assistance in creating special reports and other enhancements that will improve operational efficiency and/or help to support business process improvements. These services are generally not essential to the functionality of the software and the related revenues are recognized either as the services are delivered or upon completion. 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. Deferred revenue To the extent that our customers are billed for the above described solutions and services in advance of delivery, we record such amounts in deferred revenue. Generally, our subscription and maintenance customers are billed one year in advance. |
Fair value measurements | Fair value measurements We measure certain financial assets and liabilities at fair value on a recurring basis, including derivative instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. An active market is defined as a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. We use a three-tier fair value hierarchy to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: • Level 1 - Quoted prices for identical assets or liabilities in active markets; • Level 2 - Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and • Level 3 - Valuations derived from valuation techniques in which one or more significant inputs are unobservable. Our financial assets and liabilities are classified in their entirety within the hierarchy based on the lowest level of input that is significant to fair value measurement. Changes to a financial asset's or liability's level within the fair value hierarchy are determined as of the end of a reporting period. All methods of assessing fair value result in a general approximation of value, and such value may never actually be realized. |
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 exercise, settlement and vesting of all dilutive securities using the “treasury stock method” except when the effect is anti-dilutive. Potentially dilutive securities consist of shares issuable upon the exercise of stock options, settlement of stock appreciation rights and vesting of restricted stock awards and units. |
Recently adopted accounting pronouncements | Recently adopted accounting pronouncements In September 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments (ASU 2015-16) . ASU 2015-16 requires for acquirers in business combinations to recognize adjustments to provisional amounts identified during measurement periods in the reporting periods in which adjusted amounts are determined. The update requires that acquirers record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization or other income effects, if any, resulting from changes in provisional amounts, calculated as if the accounting had been completed at acquisition date. The update also requires separate income statement presentation or note disclosure of amounts recorded in current period earnings by line item that would have been recorded in previous reporting periods if the provisional amount adjustments had been recognized at the acquisition date (requirements to retrospectively account for those adjustments have been eliminated). The guidance is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. Amendments in this update should be applied prospectively to adjustments to provisional amounts that occur after its effective date, with earlier application permitted for financial statements that have not been issued. We adopted ASU 2015-16 on January 1, 2016. See Note 3 to these consolidated financial statements for details of any immaterial measurement period adjustments. In April 2015, the FASB issued ASU No. 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) - Customer's Accounting for Fees Paid in a Cloud Computing Arrangement (ASU 2015-05) . The amendments in this update provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the update specifies that the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. The update further specifies that the customer should account for a cloud computing arrangement as a service contract if the arrangement does not include a software license. An entity can elect to adopt the amendments either (1) prospectively to all arrangements entered into or materially modified after the effective date or (2) retrospectively. We adopted ASU 2015-05 on January 1, 2016 on a prospective basis and it did not have a material impact on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest - Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03) . ASU 2015-03 sets forth a requirement that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs is not affected by the amendments in this update. An entity should apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented is adjusted to reflect the period-specific effects of applying the new guidance. We adopted ASU 2015-03 on January 1, 2016 and retrospectively restated "other assets" and "debt, net of current portion", which had the effect of reducing each of those respective line items in our December 31, 2015 consolidated balance sheet by approximately $0.5 million . In March 2016, the FASB issued ASU 2016-09, Compensation — Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting (ASU 2016-09) . The new guidance requires excess tax benefits and tax deficiencies to be recorded in the income statement when the awards vest or are settled and provides an accounting policy election to account for forfeitures as they occur. In addition, cash flows related to excess tax benefits will no longer be separately classified as a financing activity apart from other income tax cash flows within operating activities. The standard also allows entities to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting and clarifies that all cash payments made on an employee’s behalf for withheld shares should be presented as a financing activity on the statements of cash flows. The new standard is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. We early adopted ASU 2016-09 during the three months ended September 30, 2016, which requires us to reflect any adjustments as of January 1, 2016, the beginning of the annual period that includes the interim period of adoption. Upon adoption, we elected to account for forfeitures as they occur using a modified retrospective transition method, which resulted in a cumulative-effect adjustment of $0.9 million to reduce our January 1, 2016 opening retained earnings balance. The following table summarizes the impact to our consolidated balance sheet, including the net amount charged to retained earnings as of January 1, 2016: (dollars in thousands) As of January 1, 2016 Balance sheet location Amount Decrease in deferred tax liabilities related to the cumulative effect adjustment from our election to recognize forfeitures as they occur rather than applying an estimated forfeiture rate Deferred tax liability $ (606 ) Increase in additional paid-in capital resulting from our election to recognize forfeitures as they occur Additional paid-in capital $ 1,540 Net charge to retained earnings for cumulative effect adjustment from adoption of ASU 2016-09 Retained earnings $ (934 ) We elected to retrospectively apply the changes in presentation to the statements of cash flows and no longer classify excess tax benefits as a financing activity, which increased both net cash provided by operating activities and net cash used in financing activities by $1.5 million for the nine months ended September 30, 2015. The presentation requirements for cash flows related to employee taxes paid for withheld shares increased both net cash provided by operating activities and net cash used in financing activities for the nine months ended September 30, 2015 by $2.7 million , as such cash flows were historically presented within operating cash flows. Adoption of the new standard resulted in the recognition of additional stock-based compensation expense of approximately $0.6 million and $1.0 million for the three and nine months ended September 30, 2016, respectively, as well as the recognition of excess tax benefits in our provision for income taxes rather than paid-in capital of $1.6 million and $4.3 million for the three and nine months ended September 30, 2016, respectively. The adoption of ASU 2016-09 impacted our previously reported quarterly results for fiscal year 2016 as follows: Consolidated balance sheets: (dollars in thousands) As of March 31, 2016 As of June 30, 2016 As Reported As Adjusted As Reported As Adjusted Additional paid-in capital $ 285,376 $ 285,606 $ 294,810 $ 294,019 Retained earnings $ 134,192 $ 134,500 $ 136,338 $ 137,893 Consolidated statements of comprehensive income: (dollars in thousands, except per share amounts) Three months ended March 31, 2016 Three months ended June 30, 2016 As Reported As Adjusted As Reported As Adjusted Income tax provision $ 2,664 $ 1,595 $ 3,598 $ 1,778 Net income $ 4,995 $ 6,237 $ 7,813 $ 9,060 Basic earnings per share $ 0.11 $ 0.14 $ 0.17 $ 0.20 Diluted earnings per share $ 0.11 $ 0.13 $ 0.17 $ 0.19 Diluted weighted average shares outstanding 46,757,458 47,064,164 46,927,626 47,263,844 Consolidated statements of cash flows: (dollars in thousands) Three months ended March 31, 2016 Six months ended June 30, 2016 As Reported As Adjusted As Reported As Adjusted Net cash provided by operating activities $ 104 $ 6,757 $ 37,987 $ 48,753 Net cash provided by (used in) financing activities $ 9,546 $ 2,893 $ (13,852 ) $ (24,618 ) |
Recently issued accounting pronouncements | Recently issued accounting pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (ASU 2016-02) . ASU 2016-02 will require lessees to record most leases on their balance sheets but recognize expenses in the income statement in a manner similar to current guidance. The updated guidance also eliminates certain real estate-specific provisions and changes the guidance on sale-leaseback transactions, initial direct costs and lease executory costs for all entities. For lessors, the standard modifies the classification criteria and the accounting for sales-type and direct financing leases. All entities will classify leases to determine how to recognize lease-related revenue and expense. Classification will continue to affect amounts that lessors record on the balance sheet. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, and interim periods within those years. Early adoption is permitted. Upon adoption, entities will be required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply. We expect ASU 2016-02 will impact our consolidated financial statements and are currently evaluating the extent of the impact that implementation of this standard will have on adoption. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09) . ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will replace most existing revenue recognition guidance in GAAP when it becomes effective. ASU 2014-09 was originally effective for fiscal years and interim periods within those years beginning after December 15, 2016. An entity should apply ASU 2014-09 either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized as an adjustment to the opening balance of retained earnings at the date of initial application. In July 2015, the FASB decided to delay the effective date of the new standard for one year. The new standard now requires application no later than annual reporting periods beginning after December 15, 2017, including interim reporting periods therein; however, public entities are permitted to elect to early adopt the new standard as of the original effective date. In March 2016, the FASB finalized amendments to the guidance in the new standard to clarify whether an entity is a principal or an agent in a revenue transaction. In April 2016, the FASB finalized additional amendments to the guidance in the new standard to clarify the accounting for licenses of intellectual property and identifying performance obligations. We expect the adoption of ASU 2014-09 will impact our consolidated financial statements. We are currently evaluating implementation methods and the extent of the impact that implementation of this standard and the recently issued clarifying amendments will have upon adoption. |
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 Accoun23
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Adoption of New Standard Impact on Previously Reported Quarterly Results | The adoption of ASU 2016-09 impacted our previously reported quarterly results for fiscal year 2016 as follows: Consolidated balance sheets: (dollars in thousands) As of March 31, 2016 As of June 30, 2016 As Reported As Adjusted As Reported As Adjusted Additional paid-in capital $ 285,376 $ 285,606 $ 294,810 $ 294,019 Retained earnings $ 134,192 $ 134,500 $ 136,338 $ 137,893 Consolidated statements of comprehensive income: (dollars in thousands, except per share amounts) Three months ended March 31, 2016 Three months ended June 30, 2016 As Reported As Adjusted As Reported As Adjusted Income tax provision $ 2,664 $ 1,595 $ 3,598 $ 1,778 Net income $ 4,995 $ 6,237 $ 7,813 $ 9,060 Basic earnings per share $ 0.11 $ 0.14 $ 0.17 $ 0.20 Diluted earnings per share $ 0.11 $ 0.13 $ 0.17 $ 0.19 Diluted weighted average shares outstanding 46,757,458 47,064,164 46,927,626 47,263,844 Consolidated statements of cash flows: (dollars in thousands) Three months ended March 31, 2016 Six months ended June 30, 2016 As Reported As Adjusted As Reported As Adjusted Net cash provided by operating activities $ 104 $ 6,757 $ 37,987 $ 48,753 Net cash provided by (used in) financing activities $ 9,546 $ 2,893 $ (13,852 ) $ (24,618 ) The following table summarizes the impact to our consolidated balance sheet, including the net amount charged to retained earnings as of January 1, 2016: (dollars in thousands) As of January 1, 2016 Balance sheet location Amount Decrease in deferred tax liabilities related to the cumulative effect adjustment from our election to recognize forfeitures as they occur rather than applying an estimated forfeiture rate Deferred tax liability $ (606 ) Increase in additional paid-in capital resulting from our election to recognize forfeitures as they occur Additional paid-in capital $ 1,540 Net charge to retained earnings for cumulative effect adjustment from adoption of ASU 2016-09 Retained earnings $ (934 ) |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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: (dollars in thousands) Purchase Price Allocation Net working capital, excluding deferred revenue $ 202 Property and equipment 2,457 Deferred revenue (6,500 ) Deferred tax asset 2,637 Intangible assets 97,800 Goodwill 90,376 Total purchase price (1) $ 186,972 (1) The purchase price differs from the net cash outlay of $187.3 million due to certain insignificant acquisition-related expenses included therein. |
Acquired Intangible Assets | The Smart Tuition acquisition resulted in the identification of the following identifiable intangible assets: Intangible assets acquired Weighted average amortization period (in thousands) (in years) Customer relationships $ 72,300 17 Marketing assets 1,200 3 Acquired technology 22,100 7 Non-compete agreements 2,200 5 Total intangible assets $ 97,800 14 |
Pro Forma Financial Information | The following unaudited pro forma condensed combined consolidated results of operations assume that the acquisition of Smart Tuition occurred on January 1, 2014. 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, 2014, or of the results that may occur in the future. The unaudited pro forma information reflects adjustments for amortization of intangibles related to the fair value adjustments of the assets acquired, write-down of acquired deferred revenue to fair value, additional interest expense related to the financing of the transaction and the related tax effects of the adjustments. Three months ended September 30, Nine months ended (dollars in thousands, except per share amounts) 2015 2015 Revenue $ 168,190 $ 488,172 Net income $ 6,056 $ 16,579 Basic earnings per share $ 0.13 $ 0.36 Diluted earnings per share $ 0.13 $ 0.36 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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 (dollars in thousands, except per share amounts) 2016 2015 2016 2015 Numerator: Net income $ 8,934 $ 7,911 $ 24,231 $ 19,238 Denominator: Weighted average common shares 46,159,956 45,616,832 46,078,306 45,576,029 Add effect of dilutive securities: Stock-based awards 1,234,150 979,882 1,190,163 827,167 Weighted average common shares assuming dilution 47,394,106 46,596,714 47,268,469 46,403,196 Earnings per share: Basic $ 0.19 $ 0.17 $ 0.53 $ 0.42 Diluted $ 0.19 $ 0.17 $ 0.51 $ 0.41 Anti-dilutive shares excluded from calculations of diluted earnings per share 1,723 9,765 3,766 18,658 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on a Recurring Basis | Financial assets and liabilities measured at fair value on a recurring basis consisted of the following, as of: Fair value measurement using (dollars in thousands) Level 1 Level 2 Level 3 Total Fair value as of September 30, 2016 Financial liabilities: Derivative instruments (1) $ — $ 654 $ — $ 654 Total financial liabilities $ — $ 654 $ — $ 654 Fair value as of December 31, 2015 Financial assets: Derivative instruments (1) $ — $ 406 $ — $ 406 Total financial assets $ — $ 406 $ — $ 406 Fair value as of December 31, 2015 Financial liabilities: Derivative instruments (1) $ — $ 438 $ — $ 438 Total financial liabilities $ — $ 438 $ — $ 438 (1) 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. |
Goodwill and Other Intangible27
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Change in Goodwill by Reportable Segment | The change in goodwill for each reportable segment (as defined in Note 14 below) during the nine months ended September 30, 2016 , consisted of the following: (dollars in thousands) ECBU GMBU IBU Total Balance at December 31, 2015 $ 240,494 $ 190,976 $ 4,979 $ 436,449 Additions related to current year business combination 426 1,882 34 2,342 Adjustments related to prior year business combination — (182 ) — (182 ) Effect of foreign currency translation — — (159 ) (159 ) Balance at September 30, 2016 $ 240,920 $ 192,676 $ 4,854 $ 438,450 |
Summary of Amortization Expense | The following table summarizes amortization expense: Three months ended September 30, Nine months ended (dollars in thousands) 2016 2015 2016 2015 Included in cost of revenue: Cost of subscriptions $ 7,790 $ 5,761 $ 23,454 $ 17,300 Cost of maintenance 1,332 1,000 3,996 3,160 Cost of services 655 698 1,965 2,007 Cost of license fees and other 85 86 255 283 Total included in cost of revenue 9,862 7,545 29,670 22,750 Included in operating expenses 687 524 2,147 1,536 Total amortization of intangibles from business combinations $ 10,549 $ 8,069 $ 31,817 $ 24,286 |
Future Amortization Expense for Finite-Lived Intangible Assets | 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, 2016 : (dollars in thousands) Years ending December 31, Amortization expense 2016 - remaining $ 10,581 2017 41,716 2018 40,004 2019 36,544 2020 27,979 Total $ 156,824 |
Consolidated Financial Statem28
Consolidated Financial Statement Details (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Components of Prepaid Expenses and Other Assets | (dollars in thousands) September 30, December 31, Deferred sales commissions $ 34,489 $ 30,141 Prepaid software maintenance 17,488 15,308 Deferred professional services costs 2,113 3,603 Taxes, prepaid and receivable 4,892 9,121 Deferred tax asset 3,135 2,869 Prepaid royalties 1,431 1,767 Other assets 6,699 6,758 Total prepaid expenses and other assets 70,247 69,567 Less: Long-term portion 18,102 20,901 Prepaid expenses and other current assets $ 52,145 $ 48,666 |
Components of Accrued Expenses and Other Liabilities | (dollars in thousands) September 30, December 31, Accrued bonuses $ 14,478 $ 24,591 Accrued commissions and salaries 6,620 8,391 Taxes payable 3,131 3,923 Deferred rent liabilities 4,164 4,070 Lease incentive obligations 4,616 4,734 Unrecognized tax benefit 3,029 3,147 Customer credit balances 4,615 3,515 Accrued vacation costs 2,398 2,446 Accrued health care costs 2,049 2,356 Other liabilities 6,808 7,911 Total accrued expenses and other liabilities 51,908 65,084 Less: Long-term portion 7,467 7,623 Accrued expenses and other current liabilities $ 44,441 $ 57,461 |
Components of Deferred Revenue | (dollars in thousands) September 30, December 31, Subscriptions $ 143,462 $ 122,524 Maintenance 80,536 85,901 Services 28,533 28,517 License fees and other 2,215 393 Total deferred revenue 254,746 237,335 Less: Long-term portion 6,594 7,119 Deferred revenue, current portion $ 248,152 $ 230,216 |
Components of Other (Expense) Income, Net | Three months ended September 30, Nine months ended (dollars in thousands) 2016 2015 2016 2015 Interest income $ 224 $ 8 $ 463 $ 23 Loss on sale of business — — — (1,976 ) Other (expense) income, net (239 ) 184 (648 ) 584 Other (expense) income, net $ (15 ) $ 192 $ (185 ) $ (1,369 ) |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Debt | The following table summarizes our debt balances and the related weighted average effective interest rates, which includes the effect of interest rate swap agreements. Debt balance at Weighted average effective interest rate at (dollars in thousands) September 30, December 31, September 30, December 31, Credit facility: Revolving credit loans $ 212,600 $ 242,900 2.34 % 2.15 % Term loans 164,063 167,344 2.58 % 2.51 % Total debt 376,663 410,244 2.44 % 2.30 % Less: Unamortized debt discount 1,646 2,157 Less: Debt, current portion 4,375 4,375 2.34 % 2.11 % Debt, net of current portion $ 370,642 $ 403,712 2.44 % 2.30 % |
Annual Maturities Related to Credit Facility | As of September 30, 2016 , the required annual maturities related to the 2014 Credit Facility were as follows: Years ending December 31, (dollars in thousands) Annual maturities 2016 - remaining $ 1,094 2017 4,375 2018 4,375 2019 366,819 2020 — Thereafter — Total required maturities $ 376,663 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair Values of Derivative Instruments | The fair values of our derivative instruments were as follows as of: (dollars in thousands) Balance sheet location September 30, December 31, Derivative instruments designated as hedging instruments: Interest rate swap, long-term portion Other assets $ — $ 406 Total derivative instruments designated as hedging instruments $ — $ 406 September 30, December 31, Derivative instruments designated as hedging instruments: Interest rate swaps, current portion Accrued expenses and other current liabilities $ — $ 2 Interest rate swaps, long-term portion Other liabilities 654 436 Total derivative instruments designated as hedging instruments $ 654 $ 438 |
Effects of Derivative Instruments in Cash Flow Hedging Relationships | The effects of derivative instruments in cash flow hedging relationships were as follows: Gain (loss) recognized in accumulated other comprehensive loss as of Location of gain (loss) reclassified from accumulated other comprehensive loss into income Gain (loss) reclassified from accumulated other comprehensive loss into income (dollars in thousands) September 30, Three months ended Nine months ended Interest rate swaps $ (654 ) Interest expense $ (265 ) $ (875 ) September 30, Three months ended Nine months ended Interest rate swaps $ (1,312 ) Interest expense $ (373 ) $ (1,122 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Lease Commitments Related to Lease Agreements, Net of Related Lease Incentives | As of September 30, 2016 , the future minimum lease commitments related to lease agreements, net of related lease incentives, were as follows: Years ending December 31, (dollars in thousands) Operating leases (1) 2016 – remaining $ 3,427 2017 12,531 2018 15,663 2019 15,954 2020 15,309 Thereafter 110,088 Total minimum lease payments $ 172,972 (1) Our future minimum lease commitments related to operating leases do not include payments related to Phase Two of our New Headquarters Facility, as that option had not been exercised as of September 30, 2016 . |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rates | Our income tax provision and effective income tax rates including the effects of period-specific events, were: Three months ended September 30, Nine months ended (dollars in thousands) 2016 2015 2016 2015 Income tax provision $ 1,950 $ 4,433 $ 5,323 $ 10,459 Effective income tax rate 17.9 % 35.9 % 18.0 % 35.2 % |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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 (dollars in thousands) 2016 2015 2016 2015 Included in cost of revenue: Cost of subscriptions $ 318 $ 213 $ 904 $ 681 Cost of maintenance 137 107 391 353 Cost of services 461 449 1,308 1,685 Total included in cost of revenue 916 769 2,603 2,719 Included in operating expenses: Sales, marketing and customer success 1,055 768 2,972 2,273 Research and development 1,674 1,145 4,874 3,309 General and administrative 5,173 3,804 14,556 9,598 Total included in operating expenses 7,902 5,717 22,402 15,180 Total stock-based compensation expense $ 8,818 $ 6,486 $ 25,005 $ 17,899 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Changes in accumulated other comprehensive loss by component | The changes in accumulated other comprehensive loss by component, consisted of the following: Three months ended September 30, Nine months ended (dollars in thousands) 2016 2015 2016 2015 Accumulated other comprehensive loss, beginning of period $ (1,640 ) $ (1,926 ) $ (825 ) $ (1,032 ) By component: Gains and losses on cash flow hedges: Accumulated other comprehensive loss balance, beginning of period $ (806 ) $ (536 ) $ (19 ) $ (164 ) Other comprehensive income (loss) before reclassifications, net of tax effects of $(161), $309, $589 and $831 248 (491 ) (909 ) (1,322 ) Amounts reclassified from accumulated other comprehensive loss to interest expense 265 373 875 1,122 Tax benefit included in provision for income taxes (104 ) (144 ) (344 ) (434 ) Total amounts reclassified from accumulated other comprehensive loss 161 229 531 688 Net current-period other comprehensive income (loss) 409 (262 ) (378 ) (634 ) Accumulated other comprehensive loss balance, end of period $ (397 ) $ (798 ) $ (397 ) $ (798 ) Foreign currency translation adjustment: Accumulated other comprehensive loss balance, beginning of period $ (834 ) $ (1,390 ) $ (806 ) $ (868 ) Translation adjustments 289 168 261 (354 ) Accumulated other comprehensive loss balance, end of period (545 ) (1,222 ) (545 ) (1,222 ) Accumulated other comprehensive loss, end of period $ (942 ) $ (2,020 ) $ (942 ) $ (2,020 ) |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Reportable Segment Financial Results | Summarized reportable segment financial results, were as follows: Three months ended September 30, Nine months ended (dollars in thousands) 2016 2015 2016 2015 Revenue by segment: GMBU $ 97,621 $ 78,244 $ 279,543 $ 224,311 ECBU 74,351 69,326 220,887 205,625 IBU 11,030 11,181 31,926 31,995 Other (1) 61 60 154 132 Total revenue $ 183,063 $ 158,811 $ 532,510 $ 462,063 Segment operating income (2) : GMBU $ 46,540 $ 40,718 $ 134,408 $ 114,719 ECBU 38,696 33,568 113,186 99,522 IBU 1,064 2,431 3,126 5,823 Other (1) (157 ) (219 ) (109 ) (276 ) 86,143 76,498 250,611 219,788 Less: Corporate unallocated costs (3) (53,236 ) (47,975 ) (156,013 ) (141,162 ) Stock-based compensation costs (8,818 ) (6,486 ) (25,005 ) (17,899 ) Amortization expense (10,549 ) (8,069 ) (31,817 ) (24,286 ) Interest expense (2,641 ) (1,816 ) (8,037 ) (5,375 ) Other (expense) income, net (15 ) 192 (185 ) (1,369 ) Income before provision for income taxes $ 10,884 $ 12,344 $ 29,554 $ 29,697 (1) Other includes revenue and the related costs from the sale of solutions and services not directly attributable to a reportable segment. (2) Segment operating income includes direct, controllable costs related to the sale of solutions and services by the reportable segment. (3) Corporate unallocated costs include research and development, depreciation expense, and certain corporate sales, marketing, general and administrative expenses. |
Organization (Details)
Organization (Details) | Sep. 30, 2016Customers |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Approximate number of customers distributed across verticals | 35,000 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Jun. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Jan. 01, 2016 | |
Significant Accounting Policies [Line Items] | ||||||||
Net cash provided by operating activities | $ 6,757 | $ 48,753 | $ 100,144 | $ 89,509 | ||||
Additional stock-based compensation expense recognized | $ 8,818 | $ 6,486 | 25,005 | 17,899 | ||||
Income tax provision | (1,950) | $ (1,778) | (1,595) | $ (4,433) | $ (5,323) | (10,459) | ||
Number of days to exceed for customary payment terms | 90 days | |||||||
Contract term (in years) of the maintenance services | 1 year | |||||||
Contract term (in years) of fixed-rate programs | 1 year | |||||||
Customary advanced billing period (years) | 1 year | |||||||
Net cash provided by (used in) financing activities | $ 2,893 | $ (24,618) | $ (61,176) | (58,998) | ||||
Minimum [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Recognition period (in years) of revenue from hosting services | 1 year | |||||||
Recognition period (in years) of revenue from cloud-based solutions | 1 year | |||||||
Maximum [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Recognition period (in years) of revenue from hosting services | 3 years | |||||||
Recognition period (in years) of revenue from cloud-based solutions | 3 years | |||||||
ASU 2015-03 [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
New accounting pronouncement, cumulative effect of change on equity or net assets | 500 | $ 500 | ||||||
ASU 2016-09 adjustments [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Additional stock-based compensation expense recognized | 600 | 1,000 | ||||||
Income tax provision | $ 1,600 | $ 4,300 | ||||||
ASU 2016-09 adjustments related to excess tax benefits [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Net cash provided by operating activities | 1,500 | |||||||
Net cash provided by (used in) financing activities | 1,500 | |||||||
ASU 2016-09 adjustments related to employee taxes for withheld shares [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Net cash provided by operating activities | 2,700 | |||||||
Net cash provided by (used in) financing activities | $ 2,700 | |||||||
Retained earnings [Member] | ASU 2016-09 adjustments [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Cumulative effect of a change in accounting principle | $ 900 |
Summary of Significant Accoun38
Summary of Significant Accounting Policies (Adoption of New Standard Impact on Previously Reported Quarterly Results) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Jun. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Jan. 01, 2016 | |
Consolidated balance sheets: | |||||||||
Deferred tax liability | $ 26,688 | $ 26,688 | $ 27,996 | ||||||
Additional paid-in capital | 302,837 | $ 294,019 | $ 285,606 | $ 294,019 | 302,837 | 276,340 | |||
Retained earnings | 141,124 | 137,893 | 134,500 | 137,893 | 141,124 | 134,877 | |||
Consolidated statements of comprehensive income: | |||||||||
Income tax provision | 1,950 | 1,778 | 1,595 | $ 4,433 | 5,323 | $ 10,459 | |||
Net income | $ 8,934 | $ 9,060 | $ 6,237 | $ 7,911 | $ 24,231 | $ 19,238 | $ 25,649 | ||
Basic earnings per share | $ 0.19 | $ 0.20 | $ 0.14 | $ 0.17 | $ 0.53 | $ 0.42 | |||
Diluted earnings per share | $ 0.19 | $ 0.19 | $ 0.13 | $ 0.17 | $ 0.51 | $ 0.41 | |||
Diluted weighted average shares outstanding | 47,394,106 | 47,263,844 | 47,064,164 | 46,596,714 | 47,268,469 | 46,403,196 | |||
Consolidated statements of cash flows: | |||||||||
Net cash provided by operating activities | $ 6,757 | 48,753 | $ 100,144 | $ 89,509 | |||||
Net cash provided by (used in) financing activities | 2,893 | (24,618) | (61,176) | $ (58,998) | |||||
Scenario, previously reported [Member] | |||||||||
Consolidated balance sheets: | |||||||||
Additional paid-in capital | $ 294,810 | 285,376 | 294,810 | ||||||
Retained earnings | 136,338 | 134,192 | 136,338 | ||||||
Consolidated statements of comprehensive income: | |||||||||
Income tax provision | 3,598 | 2,664 | |||||||
Net income | $ 7,813 | $ 4,995 | |||||||
Basic earnings per share | $ 0.17 | $ 0.11 | |||||||
Diluted earnings per share | $ 0.17 | $ 0.11 | |||||||
Diluted weighted average shares outstanding | 46,927,626 | 46,757,458 | |||||||
Consolidated statements of cash flows: | |||||||||
Net cash provided by operating activities | $ 104 | 37,987 | |||||||
Net cash provided by (used in) financing activities | $ 9,546 | $ (13,852) | |||||||
ASU 2016-09 adjustments [Member] | |||||||||
Consolidated balance sheets: | |||||||||
Deferred tax liability | $ (606) | ||||||||
Additional paid-in capital | 1,540 | ||||||||
Retained earnings | $ (934) | ||||||||
Consolidated statements of comprehensive income: | |||||||||
Income tax provision | $ (1,600) | $ (4,300) |
Business Combinations (Details)
Business Combinations (Details) - USD ($) $ in Thousands | Jul. 11, 2016 | Oct. 02, 2015 | Sep. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Business Acquisition [Line Items] | ||||||||
Additions related to current year business combination | $ 2,342 | |||||||
Goodwill, purchase accounting adjustments | (182) | |||||||
Total revenue | $ 183,063 | $ 158,811 | 532,510 | $ 462,063 | ||||
Income from operations | 13,540 | 13,968 | 37,776 | 36,441 | ||||
GMBU [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill, purchase accounting adjustments | (182) | |||||||
Total revenue | 97,621 | 78,244 | 279,543 | 224,311 | ||||
Income from operations | [1] | 46,540 | 40,718 | 134,408 | 114,719 | |||
ECBU [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill, purchase accounting adjustments | 0 | |||||||
Total revenue | 74,351 | 69,326 | 220,887 | 205,625 | ||||
Income from operations | [1] | 38,696 | $ 33,568 | 113,186 | $ 99,522 | |||
Attentive.ly [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Total cash consideration paid for the acquisition | $ 3,900 | |||||||
Goodwill, tax deductible amount | 0 | |||||||
Attentive.ly [Member] | GMBU [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Additions related to current year business combination | 1,882 | |||||||
Attentive.ly [Member] | ECBU [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Additions related to current year business combination | 426 | |||||||
Smart Tuition [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Total cash consideration paid for the acquisition | $ 187,300 | |||||||
Goodwill, purchase accounting adjustments | $ (500) | |||||||
Total revenue | 10,300 | 27,700 | ||||||
Income from operations | $ 1,000 | $ 2,800 | ||||||
Estimated fair value of accounts receivable acquired | 2,800 | |||||||
Finite-lived intangible assets acquired | $ 97,800 | |||||||
Weighted average amortization period (in years) | 14 years | |||||||
Smart Tuition [Member] | GMBU [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill, tax deductible amount | $ 86,300 | |||||||
Revolving Credit Facility [Member] | Smart Tuition [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Proceeds from lines of credit | 186,000 | |||||||
Acquired technology [Member] | Attentive.ly [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangible assets acquired | $ 1,300 | |||||||
Weighted average amortization period (in years) | 5 years | |||||||
Acquired technology [Member] | Smart Tuition [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangible assets acquired | $ 22,100 | |||||||
Weighted average amortization period (in years) | 7 years | |||||||
[1] | Segment operating income includes direct, controllable costs related to the sale of solutions and services by the reportable segment. |
Business Combinations (Purchase
Business Combinations (Purchase Price Allocation) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Oct. 02, 2015 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 438,450 | $ 436,449 | ||
Smart Tuition [Member] | ||||
Business Acquisition [Line Items] | ||||
Net working capital, excluding deferred revenue | $ 202 | |||
Property and equipment | 2,457 | |||
Deferred revenue | (6,500) | |||
Deferred tax asset | 2,637 | |||
Intangible assets | 97,800 | |||
Goodwill | 90,376 | |||
Total purchase price | [1] | $ 186,972 | ||
[1] | (1) The purchase price differs from the net cash outlay of $187.3 million due to certain insignificant acquisition-related expenses included therein. |
Business Combinations (Acquired
Business Combinations (Acquired Intangible Assets) (Details) - Smart Tuition [Member] $ in Thousands | Oct. 02, 2015USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 97,800 |
Weighted average amortization period (in years) | 14 years |
Customer relationships [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 72,300 |
Weighted average amortization period (in years) | 17 years |
Marketing assets [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 1,200 |
Weighted average amortization period (in years) | 3 years |
Acquired technology [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 22,100 |
Weighted average amortization period (in years) | 7 years |
Non-compete agreements [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 2,200 |
Weighted average amortization period (in years) | 5 years |
Business Combinations (Pro Form
Business Combinations (Pro Forma Financial Information) (Details) - Smart Tuition [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Business Acquisition [Line Items] | ||
Revenue | $ 168,190 | $ 488,172 |
Net income | $ 6,056 | $ 16,579 |
Basic earnings per share | $ 0.13 | $ 0.36 |
Diluted earnings per share | $ 0.13 | $ 0.36 |
Earnings Per Share (Computation
Earnings Per Share (Computation of Basic and Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |||||||
Net income | $ 8,934 | $ 9,060 | $ 6,237 | $ 7,911 | $ 24,231 | $ 19,238 | $ 25,649 |
Weighted average common shares | 46,159,956 | 45,616,832 | 46,078,306 | 45,576,029 | |||
Stock-based awards | 1,234,150 | 979,882 | 1,190,163 | 827,167 | |||
Weighted average common shares assuming dilution | 47,394,106 | 47,263,844 | 47,064,164 | 46,596,714 | 47,268,469 | 46,403,196 | |
Earnings (Loss) Per Share, Basic and Diluted [Abstract] | |||||||
Basic earnings per share | $ 0.19 | $ 0.20 | $ 0.14 | $ 0.17 | $ 0.53 | $ 0.42 | |
Diluted earnings per share | $ 0.19 | $ 0.19 | $ 0.13 | $ 0.17 | $ 0.51 | $ 0.41 | |
Anti-dilutive shares excluded from calculations of diluted earnings per share | 1,723 | 9,765 | 3,766 | 18,658 |
Fair Value Measurements (Assets
Fair Value Measurements (Assets and Liabilities Measured at Fair Value on a Recurring Basis) (Details) - Fair value measurements, recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liabilities | $ 654 | $ 438 | |
Total financial liabilities | 654 | 438 | |
Derivative assets | 406 | ||
Total financial assets | 406 | ||
Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liabilities | 0 | 0 | |
Total financial liabilities | 0 | 0 | |
Derivative assets | 0 | ||
Total financial assets | 0 | ||
Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liabilities | [1] | 654 | 438 |
Total financial liabilities | 654 | 438 | |
Derivative assets | [1] | 406 | |
Total financial assets | 406 | ||
Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liabilities | 0 | 0 | |
Total financial liabilities | $ 0 | 0 | |
Derivative assets | 0 | ||
Total financial assets | $ 0 | ||
[1] | (1)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. |
Goodwill and Other Intangible45
Goodwill and Other Intangible Assets (Change in Goodwill by Reportable Segment) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 436,449 |
Additions related to current year business combination | 2,342 |
Adjustments related to prior year business combination | (182) |
Effect of foreign currency translation | (159) |
Ending balance | 438,450 |
ECBU [Member] | |
Goodwill [Roll Forward] | |
Beginning balance | 240,494 |
Adjustments related to prior year business combination | 0 |
Effect of foreign currency translation | 0 |
Ending balance | 240,920 |
GMBU [Member] | |
Goodwill [Roll Forward] | |
Beginning balance | 190,976 |
Adjustments related to prior year business combination | (182) |
Effect of foreign currency translation | 0 |
Ending balance | 192,676 |
IBU [Member] | |
Goodwill [Roll Forward] | |
Beginning balance | 4,979 |
Adjustments related to prior year business combination | 0 |
Effect of foreign currency translation | (159) |
Ending balance | 4,854 |
Attentive.ly [Member] | ECBU [Member] | |
Goodwill [Roll Forward] | |
Additions related to current year business combination | 426 |
Attentive.ly [Member] | GMBU [Member] | |
Goodwill [Roll Forward] | |
Additions related to current year business combination | 1,882 |
Attentive.ly [Member] | IBU [Member] | |
Goodwill [Roll Forward] | |
Additions related to current year business combination | $ 34 |
Goodwill and Other Intangible46
Goodwill and Other Intangible Assets (Summary of Amortization Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Amortization of Intangible Assets Acquired by Income Statement Location [Line Items] | ||||
Amortization | $ 10,549 | $ 8,069 | $ 31,817 | $ 24,286 |
Cost of subscriptions [Member] | ||||
Amortization of Intangible Assets Acquired by Income Statement Location [Line Items] | ||||
Amortization | 7,790 | 5,761 | 23,454 | 17,300 |
Cost of maintenance [Member] | ||||
Amortization of Intangible Assets Acquired by Income Statement Location [Line Items] | ||||
Amortization | 1,332 | 1,000 | 3,996 | 3,160 |
Cost of services [Member] | ||||
Amortization of Intangible Assets Acquired by Income Statement Location [Line Items] | ||||
Amortization | 655 | 698 | 1,965 | 2,007 |
Cost of license fees and other [Member] | ||||
Amortization of Intangible Assets Acquired by Income Statement Location [Line Items] | ||||
Amortization | 85 | 86 | 255 | 283 |
Total included in cost of revenue [Member] | ||||
Amortization of Intangible Assets Acquired by Income Statement Location [Line Items] | ||||
Amortization | 9,862 | 7,545 | 29,670 | 22,750 |
Included in operating expenses [Member] | ||||
Amortization of Intangible Assets Acquired by Income Statement Location [Line Items] | ||||
Amortization | $ 687 | $ 524 | $ 2,147 | $ 1,536 |
Goodwill and Other Intangible47
Goodwill and Other Intangible Assets (Future Amortization Expense for Finite-Lived Intangible Assets) (Details) $ in Thousands | Sep. 30, 2016USD ($) |
Future amortization expense for finite-lived intangible assets: | |
2016 - remaining | $ 10,581 |
2,017 | 41,716 |
2,018 | 40,004 |
2,019 | 36,544 |
2,020 | 27,979 |
Total | $ 156,824 |
Consolidated Financial Statem48
Consolidated Financial Statement Details (Components of Prepaid Expenses and Other Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Deferred sales commissions | $ 34,489 | $ 30,141 |
Prepaid software maintenance | 17,488 | 15,308 |
Deferred professional services costs | 2,113 | 3,603 |
Taxes, prepaid and receivable | 4,892 | 9,121 |
Deferred tax asset | 3,135 | 2,869 |
Prepaid royalties | 1,431 | 1,767 |
Other assets | 6,699 | 6,758 |
Total prepaid expenses and other assets | 70,247 | 69,567 |
Less: Long-term portion | 18,102 | 20,901 |
Prepaid expenses and other current assets | $ 52,145 | $ 48,666 |
Consolidated Financial Statem49
Consolidated Financial Statement Details (Components of Accrued Expenses and Other Liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued bonuses | $ 14,478 | $ 24,591 |
Accrued commissions and salaries | 6,620 | 8,391 |
Taxes payable | 3,131 | 3,923 |
Deferred rent liabilities | 4,164 | 4,070 |
Lease incentive obligations | 4,616 | 4,734 |
Unrecognized tax benefit | 3,029 | 3,147 |
Customer credit balances | 4,615 | 3,515 |
Accrued vacation costs | 2,398 | 2,446 |
Accrued health care costs | 2,049 | 2,356 |
Other liabilities | 6,808 | 7,911 |
Total accrued expenses and other liabilities | 51,908 | 65,084 |
Less: Long-term portion | 7,467 | 7,623 |
Accrued expenses and other current liabilities | $ 44,441 | $ 57,461 |
Consolidated Financial Statem50
Consolidated Financial Statement Details (Components of Deferred Revenue) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue | $ 254,746 | $ 237,335 |
Less: Long-term portion | 6,594 | 7,119 |
Deferred revenue, current portion | 248,152 | 230,216 |
Subscriptions [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue | 143,462 | 122,524 |
Maintenance [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue | 80,536 | 85,901 |
Services [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue | 28,533 | 28,517 |
License fees and other [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue | $ 2,215 | $ 393 |
Consolidated Financial Statem51
Consolidated Financial Statement Details (Components of Other Expense, Net) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Interest income | $ 224 | $ 8 | $ 463 | $ 23 |
Loss on sale of business | 0 | 0 | 0 | (1,976) |
Other (expense) income, net | (239) | 184 | (648) | 584 |
Other (expense) income, net | $ (15) | $ 192 | $ (185) | $ (1,369) |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Oct. 02, 2015 | Oct. 01, 2014 | Feb. 28, 2014 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Jul. 17, 2015 |
Line of Credit Facility [Line Items] | |||||||
Credit facility, term | 5 years | ||||||
Credit facility, maximum borrowing capacity | $ 325,000 | ||||||
Debt, gross | $ 376,663 | $ 410,244 | |||||
Payment of financing costs | 2,500 | 0 | $ 429 | ||||
Capitalized financing costs to be amortized over term of facility | 1,100 | ||||||
Total deferred financing costs included in other assets | $ 700 | 900 | |||||
Commitment fee on unused portion of revolving credit facility | 0.225% | ||||||
Line of credit facility, available increase capacity, amount | 200,000 | ||||||
Minimum [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Commitment fee on unused portion of revolving credit facility | 0.15% | ||||||
Maximum [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Commitment fee on unused portion of revolving credit facility | 0.225% | ||||||
Revolving credit loans bear interest rate [Member] | Base rate [Member] | Minimum [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility, basis spread on variable rate | 0.00% | ||||||
Revolving credit loans bear interest rate [Member] | Base rate [Member] | Maximum [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility, basis spread on variable rate | 0.50% | ||||||
Revolving credit loans bear interest rate [Member] | Variable rate one month LIBOR plus [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility, variable interest rate | 1.00% | ||||||
Revolving credit loans bear interest rate [Member] | Base rate option Federal Funds Rate plus [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility, variable interest rate | 0.50% | ||||||
Revolving credit loans bear interest rate [Member] | LIBOR [Member] | Minimum [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility, basis spread on variable rate | 1.00% | ||||||
Revolving credit loans bear interest rate [Member] | LIBOR [Member] | Maximum [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility, basis spread on variable rate | 1.50% | ||||||
Term loans [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt, gross | $ 175,000 | $ 164,063 | 167,344 | ||||
Revolving credit loans [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt, gross | $ 212,600 | $ 242,900 | |||||
Line of credit facility, exercised capacity increase, amount | $ 100,000 | $ 100,000 | |||||
Line of credit facility, current borrowing capacity | 250,000 | $ 350,000 | |||||
MicroEdge [Member] | Revolving credit loans [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Proceeds from lines of credit | $ 140,000 | ||||||
Smart Tuition [Member] | Revolving credit loans [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Proceeds from lines of credit | $ 186,000 |
Debt (Summary of Debt) (Details
Debt (Summary of Debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Feb. 28, 2014 |
Line of Credit Facility [Line Items] | |||
Debt, gross | $ 376,663 | $ 410,244 | |
Less: Unamortized debt discount | 1,646 | 2,157 | |
Less: Debt, current portion | 4,375 | 4,375 | |
Debt, net of current portion | $ 370,642 | $ 403,712 | |
Weighted average effective interest rate | 2.44% | 2.30% | |
Revolving credit loans [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt, gross | $ 212,600 | $ 242,900 | |
Weighted average effective interest rate | 2.34% | 2.15% | |
Term loans [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt, gross | $ 164,063 | $ 167,344 | $ 175,000 |
Weighted average effective interest rate | 2.58% | 2.51% | |
Short-term debt [Member] | |||
Line of Credit Facility [Line Items] | |||
Weighted average effective interest rate | 2.34% | 2.11% | |
Long-term debt [Member] | |||
Line of Credit Facility [Line Items] | |||
Weighted average effective interest rate | 2.44% | 2.30% |
Debt (Annual Maturities Related
Debt (Annual Maturities Related to Credit Facility) (Details) $ in Thousands | Sep. 30, 2016USD ($) |
Debt Disclosure [Abstract] | |
2016 - remaining | $ 1,094 |
2,017 | 4,375 |
2,018 | 4,375 |
2,019 | 366,819 |
2,020 | 0 |
Thereafter | 0 |
Total required maturities | $ 376,663 |
Derivative Instruments (Details
Derivative Instruments (Details) - USD ($) $ in Millions | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Oct. 31, 2015 | Mar. 31, 2014 | |
Derivative [Line Items] | ||||
Gain (loss) expected to be reclassified from accumulated other comprehensive loss into income | $ 0.6 | |||
Ineffective portion of interest rate swap(s) | $ 0 | $ 0 | ||
March 2014 Swap [Member] | ||||
Derivative [Line Items] | ||||
Notional value of the swap agreement | $ 125 | |||
Future notional value of the swap agreement | $ 75 | |||
October 2015 Swap [Member] | ||||
Derivative [Line Items] | ||||
Notional value of the swap agreement | $ 75 |
Derivative Instruments (Fair Va
Derivative Instruments (Fair Value of Derivative Instruments) (Details) - Designated as hedging instrument [Member] - Interest rate swap [Member] - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Derivatives, Fair Value [Line Items] | ||
Total derivative assets designated as hedging instruments | $ 0 | $ 406 |
Total derivative liabilities designated as hedging instruments | 654 | 438 |
Other Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Interest rate swap assets, long-term portion | 0 | 406 |
Accrued expenses and other current liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Interest rate swap liabilities, current portion | 0 | 2 |
Other liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Interest rate swap liabilities, long-term portion | $ 654 | $ 436 |
Derivative Instruments (Effects
Derivative Instruments (Effects of Derivative Instruments in Cash Flow Hedging Relationships) (Details) - Interest rate swap [Member] - Cash flow hedging [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) recognized in accumulated other comprehensive loss | $ (654) | $ (1,312) | ||
Interest expense [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) reclassified from accumulated other comprehensive loss into income | $ (265) | $ (373) | $ (875) | $ (1,122) |
Commitments and Contingencies58
Commitments and Contingencies (Details) $ in Millions | May 04, 2012lease | May 31, 2016USD ($)ft²lease | Oct. 31, 2008lease | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) |
Operating Leased Assets [Line Items] | |||||||
Total rent expense | $ 3.1 | $ 2.5 | $ 8.6 | $ 7.4 | |||
Building [Member] | Texas [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Number of renewal options (leases) | lease | 2 | ||||||
Lease agreement renewal term | 5 years | ||||||
Annual base rent of operating lease | 2.7 | 2.7 | |||||
Standby letter of credit for security deposit | 2 | 2 | |||||
Building [Member] | Texas [Member] | Minimum [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Percentage of change in base rent | 2.00% | ||||||
Building [Member] | Texas [Member] | Maximum [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Percentage of change in base rent | 4.00% | ||||||
Third-party technology [Member] | |||||||
Long-term Purchase Commitment [Line Items] | |||||||
Remaining aggregate minimum purchase commitment | $ 35.7 | 35.7 | |||||
Third-party technology [Member] | Minimum [Member] | |||||||
Long-term Purchase Commitment [Line Items] | |||||||
Contractual arrangement length | 1 year | ||||||
Third-party technology [Member] | Maximum [Member] | |||||||
Long-term Purchase Commitment [Line Items] | |||||||
Contractual arrangement length | 4 years | ||||||
Current HQ Facility [Member] | South Carolina [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Reduction in rent expense | $ 0.6 | $ 0.6 | 2.2 | 1.8 | |||
Current HQ Facility [Member] | Building [Member] | South Carolina [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Lease agreement term | 15 years | ||||||
Number of renewal options (leases) | lease | 2 | ||||||
Lease agreement renewal term | 5 years | ||||||
Annual base rent of operating lease | 5.1 | 5.1 | |||||
Current HQ Facility [Member] | Building [Member] | South Carolina [Member] | Maximum [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Percentage of change in base rent | 5.50% | ||||||
Current HQ Facility [Member] | Leasehold improvements [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Remaining aggregate reimbursable leasehold improvements | $ 4.9 | 4.9 | |||||
Reduction in rent expense | $ 0.6 | $ 0.6 | |||||
New HQ Facility [Member] | Building [Member] | South Carolina [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Lease agreement term | 20 years | ||||||
Number of renewal options (leases) | lease | 4 | ||||||
Lease agreement renewal term | 5 years | ||||||
Rentable square feet (square foot) | ft² | 172,000 | ||||||
Estimated total rent payments | $ 102 | ||||||
Estimated total leasehold improvement allowances | $ 12.9 |
Commitments and Contingencies59
Commitments and Contingencies (Future Minimum Lease Commitments Related to Lease Agreements, Net of Related Lease Incentives) (Details) $ in Thousands | Sep. 30, 2016USD ($) | [1] |
Commitments and Contingencies Disclosure [Abstract] | ||
2016 – remaining | $ 3,427 | |
2,017 | 12,531 | |
2,018 | 15,663 | |
2,019 | 15,954 | |
2,020 | 15,309 | |
Thereafter | 110,088 | |
Total minimum lease payments | $ 172,972 | |
[1] | Our future minimum lease commitments related to operating leases do not include payments related to Phase Two of our New Headquarters Facility, as that option had not been exercised as of September 30, 2016. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefit that, if recognized, would favorably affect the effective tax rate | $ 2.2 | $ 2.3 |
Income Taxes (Schedule of Effec
Income Taxes (Schedule of Effective Income Tax Rates) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||||
Income tax provision | $ 1,950 | $ 1,778 | $ 1,595 | $ 4,433 | $ 5,323 | $ 10,459 |
Effective income tax rate | 17.90% | 35.90% | 18.00% | 35.20% |
Stock-Based Compensation (Summa
Stock-Based Compensation (Summary of Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Employee Service Stock-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated stock-based compensation expense | $ 8,818 | $ 6,486 | $ 25,005 | $ 17,899 |
Cost of subscriptions [Member] | ||||
Employee Service Stock-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated stock-based compensation expense | 318 | 213 | 904 | 681 |
Cost of maintenance [Member] | ||||
Employee Service Stock-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated stock-based compensation expense | 137 | 107 | 391 | 353 |
Cost of services [Member] | ||||
Employee Service Stock-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated stock-based compensation expense | 461 | 449 | 1,308 | 1,685 |
Total included in cost of revenue [Member] | ||||
Employee Service Stock-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated stock-based compensation expense | 916 | 769 | 2,603 | 2,719 |
Sales, marketing and customer success [Member] | ||||
Employee Service Stock-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated stock-based compensation expense | 1,055 | 768 | 2,972 | 2,273 |
Research and development [Member] | ||||
Employee Service Stock-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated stock-based compensation expense | 1,674 | 1,145 | 4,874 | 3,309 |
General and administrative [Member] | ||||
Employee Service Stock-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated stock-based compensation expense | 5,173 | 3,804 | 14,556 | 9,598 |
Total included in operating expenses [Member] | ||||
Employee Service Stock-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated stock-based compensation expense | $ 7,902 | $ 5,717 | $ 22,402 | $ 15,180 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | Sep. 15, 2016 | Jun. 15, 2016 | Mar. 15, 2016 | Feb. 29, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 15, 2016 |
Dividends Payable [Line Items] | |||||||||
Annual dividend per share approved (in dollars per share) | $ 0.48 | ||||||||
Quarterly dividends paid per share (in dollars per share) | $ 0.12 | ||||||||
Dividends paid per share (in dollars per share) | $ 0.12 | $ 0.12 | $ 0.12 | $ 0.12 | $ 0.12 | $ 0.36 | $ 0.36 | ||
Subsequent event [Member] | |||||||||
Dividends Payable [Line Items] | |||||||||
Dividends payable per share (in dollars per share) | $ 0.12 |
Stockholders' Equity (Changes i
Stockholders' Equity (Changes in accumulated other comprehensive loss by component) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Accumulated Other Comprehensive Income [Roll Forward] | ||||
Accumulated other comprehensive (loss) income, beginning of period | $ (1,640) | $ (1,926) | $ (825) | $ (1,032) |
Translation adjustments | 289 | 168 | 261 | (354) |
Accumulated other comprehensive (loss) income, end of period | (942) | (2,020) | (942) | (2,020) |
Gains and losses on cash flow hedges [Member] | ||||
Accumulated Other Comprehensive Income [Roll Forward] | ||||
Accumulated other comprehensive (loss) income, beginning of period | (806) | (536) | (19) | (164) |
Other comprehensive loss before reclassifications | 248 | (491) | (909) | (1,322) |
Amounts reclassified from accumulated other comprehensive loss to interest expense | 265 | 373 | 875 | 1,122 |
Tax benefit included in provision for income taxes | (104) | (144) | (344) | (434) |
Total amounts reclassified from accumulated other comprehensive loss | 161 | 229 | 531 | 688 |
Net current-period other comprehensive income (loss) | 409 | (262) | (378) | (634) |
Accumulated other comprehensive (loss) income, end of period | (397) | (798) | (397) | (798) |
Unrealized gains (losses), tax effects | (161) | 309 | 589 | 831 |
Foreign currency translation adjustment [Member] | ||||
Accumulated Other Comprehensive Income [Roll Forward] | ||||
Accumulated other comprehensive (loss) income, beginning of period | (834) | (1,390) | (806) | (868) |
Translation adjustments | 289 | 168 | 261 | (354) |
Accumulated other comprehensive (loss) income, end of period | $ (545) | $ (1,222) | $ (545) | $ (1,222) |
Segment Information (Reportable
Segment Information (Reportable Segment Financial Results) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Segment Reporting Information [Line Items] | |||||
Total revenue | $ 183,063 | $ 158,811 | $ 532,510 | $ 462,063 | |
Total segment operating income | 13,540 | 13,968 | 37,776 | 36,441 | |
Corporate unallocated costs | [1] | (53,236) | (47,975) | (156,013) | (141,162) |
Stock-based compensation costs | (8,818) | (6,486) | (25,005) | (17,899) | |
Amortization expense | (10,549) | (8,069) | (31,817) | (24,286) | |
Interest expense | (2,641) | (1,816) | (8,037) | (5,375) | |
Other (expense) income, net | (15) | 192 | (185) | (1,369) | |
Income before provision for income taxes | 10,884 | 12,344 | 29,554 | 29,697 | |
GMBU [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue | 97,621 | 78,244 | 279,543 | 224,311 | |
Total segment operating income | [2] | 46,540 | 40,718 | 134,408 | 114,719 |
ECBU [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue | 74,351 | 69,326 | 220,887 | 205,625 | |
Total segment operating income | [2] | 38,696 | 33,568 | 113,186 | 99,522 |
IBU [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue | 11,030 | 11,181 | 31,926 | 31,995 | |
Total segment operating income | [2] | 1,064 | 2,431 | 3,126 | 5,823 |
Other [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue | [3] | 61 | 60 | 154 | 132 |
Total segment operating income | [2],[3] | (157) | (219) | (109) | (276) |
Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total segment operating income | $ 86,143 | $ 76,498 | $ 250,611 | $ 219,788 | |
[1] | Corporate unallocated costs include research and development, depreciation expense, and certain corporate sales, marketing, general and administrative expenses. | ||||
[2] | Segment operating income includes direct, controllable costs related to the sale of solutions and services by the reportable segment. | ||||
[3] | Other includes revenue and the related costs from the sale of solutions and services not directly attributable to a reportable segment. |