Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Feb. 24, 2015 | Jun. 30, 2014 |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | EPAM Systems, Inc. | ||
Entity Central Index Key | 1352010 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 48,858,032 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Document Period End Date | 31-Dec-14 | ||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Entity Public Float | $1,589 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets | ||
Cash and cash equivalents | $220,534 | $169,207 |
Accounts receivable, net of allowance of $2,181 and $1,800, respectively | 124,483 | 95,431 |
Unbilled revenues | 55,851 | 43,108 |
Prepaid and other current assets | 9,289 | 14,355 |
Employee loans, net of allowance of $0 and $0, respectively, current | 2,434 | 1,989 |
Time deposits | 0 | 1,188 |
Restricted cash, current | 0 | 298 |
Deferred tax assets, current | 2,496 | 5,392 |
Total current assets | 415,087 | 330,968 |
Property and equipment, net | 55,134 | 53,315 |
Restricted cash, long-term | 156 | 225 |
Employee loans, net of allowance of $0 and $0, respectively, long-term | 4,081 | 4,401 |
Intangible assets, net | 47,689 | 13,734 |
Goodwill | 57,417 | 22,268 |
Deferred tax assets, long-term | 11,094 | 4,557 |
Other long-term assets | 3,368 | 3,409 |
Total assets | 594,026 | 432,877 |
Current liabilities | ||
Accounts payable | 4,641 | 2,835 |
Accrued expenses and other liabilities | 32,203 | 20,175 |
Deferred revenue, current | 3,220 | 4,543 |
Due to employees | 24,518 | 12,665 |
Taxes payable | 24,704 | 14,171 |
Contingent consideration, current (Note 2 and 17) | 35,524 | 0 |
Deferred tax liabilities, current | 603 | 275 |
Total current liabilities | 125,413 | 54,664 |
Deferred revenue, long-term | 0 | 533 |
Taxes payable, long-term | 0 | 1,228 |
Deferred tax liabilities, long-term | 4,563 | 351 |
Total liabilities | 129,976 | 56,776 |
Commitments and contingencies (Note 16) | ||
Stockholders’ equity | ||
Common stock, $0.001 par value; 160,000,000 authorized; 48,748,298 and 47,569,463 shares issued, 48,303,811 and 46,614,916 shares outstanding at December 31, 2014 and December 31, 2013, respectively | 48 | 46 |
Additional paid-in capital | 229,501 | 195,585 |
Retained earnings | 260,598 | 190,986 |
Treasury stock | -4,043 | -8,684 |
Accumulated other comprehensive loss | -22,054 | -1,832 |
Total stockholders’ equity | 464,050 | 376,101 |
Total liabilities and stockholders’ equity | $594,026 | $432,877 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Current assets | ||
Accounts receivable allowance | $2,181 | $1,800 |
Employee loans current allowance | 0 | 0 |
Noncurrent assets | ||
Employee loans long-term allowance | $0 | $0 |
Stockholders' equity | ||
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 160,000,000 | 160,000,000 |
Common stock, shares issued | 48,748,298 | 47,569,463 |
Common stock, shares outstanding | 48,303,811 | 46,614,916 |
CONSOLIDATED_STATEMENTS_OF_INC
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement [Abstract] | |||
Revenues | $730,027 | $555,117 | $433,799 |
Operating expenses: | |||
Cost of revenues (exclusive of depreciation and amortization) | 456,530 | 347,650 | 270,361 |
Selling, general and administrative expenses | 163,666 | 116,497 | 85,868 |
Depreciation and amortization expense | 17,483 | 15,120 | 10,882 |
Goodwill impairment loss | 2,241 | 0 | 0 |
Other operating expenses/(income), net | 3,924 | -643 | 682 |
Income from operations | 86,183 | 76,493 | 66,006 |
Interest and other income, net | 4,769 | 3,077 | 1,941 |
Change in fair value of contingent consideration | -1,924 | 0 | 0 |
Foreign exchange loss | -2,075 | -2,800 | -2,084 |
Income before provision for income taxes | 86,953 | 76,770 | 65,863 |
Provision for income taxes | 17,312 | 14,776 | 11,379 |
Net income | 69,641 | 61,994 | 54,484 |
Foreign currency translation adjustments | -20,251 | -811 | 2,493 |
Comprehensive income | 49,390 | 61,183 | 56,977 |
Net income allocated to participating securities | 0 | 0 | -3,341 |
Numerator for basic earnings per share | $69,641 | $61,994 | $51,143 |
Net income per share: | |||
Basic (in dollars per share) | $1.48 | $1.35 | $1.27 |
Diluted (in dollars per share) | $1.40 | $1.28 | $1.17 |
Shares used in calculation of net income per share: | |||
Basic (in shares) | 47,189 | 45,754 | 40,190 |
Diluted (in shares) | 49,734 | 48,358 | 43,821 |
CONSOLIDATED_STATEMENTS_OF_CHA
CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (USD $) | Total | Instant Information Inc | Thoughtcorp Inc | Netsoft | Jointech | GGA | Great Fridays | Preferred Stock | Preferred Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Retained Earnings | Treasury Stock | Treasury Stock | Treasury Stock | Treasury Stock | Treasury Stock | Treasury Stock | Treasury Stock | Accumulated Other Comprehensive Income |
In Thousands, except Share data, unless otherwise specified | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Series A-1 and A-2, Convertible Redeemable Preferred Stock | Series A-3 Convertible Preferred Stock | USD ($) | Instant Information Inc | Thoughtcorp Inc | Empathy Lab, LLC | Netsoft | Jointech | GGA | Great Fridays | USD ($) | Instant Information Inc | Thoughtcorp Inc | Empathy Lab, LLC | Netsoft | Jointech | GGA | Great Fridays | USD ($) | USD ($) | Thoughtcorp Inc | Empathy Lab, LLC | Netsoft | Jointech | GGA | Great Fridays | USD ($) |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||||||||||||||||||||
Balance, beginning of period at Dec. 31, 2011 | $95,059 | $85,940 | $0 | $17 | $40,020 | $74,508 | ($15,972) | ($3,514) | ||||||||||||||||||||||||||
Balance, beginning of period (in shares) at Dec. 31, 2011 | 2,439,739 | 290,277 | 17,158,904 | |||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||
Stock issued (in shares) | 2,900,000 | |||||||||||||||||||||||||||||||||
Stock issued | 32,364 | 3 | 32,361 | |||||||||||||||||||||||||||||||
Conversion to common stock (in shares) | -2,439,739 | -290,277 | -21,840,128 | |||||||||||||||||||||||||||||||
Conversion to common stock | 85,940 | -85,940 | 0 | 22 | 85,918 | |||||||||||||||||||||||||||||
Offering issuance costs | -3,395 | -3,395 | ||||||||||||||||||||||||||||||||
Issuance of restricted stock (in shares) | 213,656 | |||||||||||||||||||||||||||||||||
Stock issued in connection with acquisition (in shares) | 53,336 | 434,546 | 326,344 | |||||||||||||||||||||||||||||||
Stock issued in connection with acquisition | 640 | 3,607 | 640 | -346 | -2,969 | 3,953 | 2,969 | |||||||||||||||||||||||||||
Stock-based compensation expense | 6,826 | 6,826 | ||||||||||||||||||||||||||||||||
Proceeds from stock options exercises (in shares) | 1,552,742 | 1,515,580 | ||||||||||||||||||||||||||||||||
Proceeds from stock options exercises | 4,965 | 2 | 4,963 | |||||||||||||||||||||||||||||||
Treasury stock retirement | -353 | 353 | ||||||||||||||||||||||||||||||||
Excess tax benefits | 3,297 | 3,297 | ||||||||||||||||||||||||||||||||
Currency translation adjustment | 2,493 | 2,493 | ||||||||||||||||||||||||||||||||
Net income | 54,484 | 54,484 | ||||||||||||||||||||||||||||||||
Balance, end of period at Dec. 31, 2012 | 286,280 | 0 | 0 | 44 | 166,962 | 128,992 | -8,697 | -1,021 | ||||||||||||||||||||||||||
Balance, end of period (in shares) at Dec. 31, 2012 | 0 | 0 | 44,442,494 | |||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||
Stock issued (in shares) | 14,041 | |||||||||||||||||||||||||||||||||
Stock issued in connection with acquisition (in shares) | 1,483 | |||||||||||||||||||||||||||||||||
Stock issued in connection with acquisition | -13 | 13 | ||||||||||||||||||||||||||||||||
Stock-based compensation expense | 13,150 | 13,150 | ||||||||||||||||||||||||||||||||
Proceeds from stock options exercises (in shares) | 2,156,898 | 2,156,898 | ||||||||||||||||||||||||||||||||
Proceeds from stock options exercises | 9,287 | 2 | 9,285 | |||||||||||||||||||||||||||||||
Excess tax benefits | 6,201 | 6,201 | ||||||||||||||||||||||||||||||||
Currency translation adjustment | -811 | -811 | ||||||||||||||||||||||||||||||||
Net income | 61,994 | 61,994 | ||||||||||||||||||||||||||||||||
Balance, end of period at Dec. 31, 2013 | 376,101 | 0 | 0 | 46 | 195,585 | 190,986 | -8,684 | -1,832 | ||||||||||||||||||||||||||
Balance, end of period (in shares) at Dec. 31, 2013 | 0 | 0 | 46,614,916 | |||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||
Stock issued (in shares) | 7,738 | |||||||||||||||||||||||||||||||||
Awards forfeited/cancelled | -24,474 | |||||||||||||||||||||||||||||||||
Forfeiture of stock issued in connection with acquisition | 223 | -223 | ||||||||||||||||||||||||||||||||
Stock issued in connection with acquisition (in shares) | 2,289 | 179,104 | 262,277 | 90,864 | ||||||||||||||||||||||||||||||
Stock issued in connection with acquisition | 2,788 | -21 | 1,158 | -2,386 | -827 | 21 | 1,630 | 2,386 | 827 | |||||||||||||||||||||||||
Stock-based compensation expense | 21,397 | 21,397 | ||||||||||||||||||||||||||||||||
Proceeds from stock options exercises (in shares) | 1,171,097 | 1,171,097 | ||||||||||||||||||||||||||||||||
Proceeds from stock options exercises | 10,598 | 2 | 10,596 | |||||||||||||||||||||||||||||||
Excess tax benefits | 3,776 | 3,776 | ||||||||||||||||||||||||||||||||
Prior periods retained earning adjustment | -29 | 29 | ||||||||||||||||||||||||||||||||
Currency translation adjustment | -20,251 | -20,251 | ||||||||||||||||||||||||||||||||
Net income | 69,641 | 806 | -3,090 | 822 | -72 | 69,641 | ||||||||||||||||||||||||||||
Balance, end of period at Dec. 31, 2014 | $464,050 | $0 | $0 | $48 | $229,501 | $260,598 | ($4,043) | ($22,054) | ||||||||||||||||||||||||||
Balance, end of period (in shares) at Dec. 31, 2014 | 0 | 0 | 48,303,811 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flows from operating activities: | |||
Net income | $69,641,000 | $61,994,000 | $54,484,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 17,483,000 | 15,120,000 | 10,882,000 |
Bad debt expense | 817,000 | 335,000 | 662,000 |
Deferred taxes | -3,270,000 | 41,000 | -3,933,000 |
Stock-based compensation expense | 24,620,000 | 13,150,000 | 6,826,000 |
Impairment and acquisition related charges | 7,907,000 | 0 | 0 |
Excess tax benefit on stock-based compensation plans | -3,776,000 | -6,201,000 | -3,297,000 |
Non-cash stock charge | 0 | 0 | 640,000 |
Other | 735,000 | 1,199,000 | -66,000 |
(Increase)/ decrease in operating assets: | |||
Accounts receivable | -30,410,000 | -17,302,000 | -12,664,000 |
Unbilled revenues | -11,134,000 | -9,833,000 | -6,905,000 |
Prepaid expenses and other assets | 565,000 | 587,000 | -1,339,000 |
Increase/ (decrease) in operating liabilities: | |||
Accounts payable | -2,603,000 | -2,900,000 | 1,407,000 |
Accrued expenses and other liabilities | 11,492,000 | 501,000 | -5,825,000 |
Deferred revenues | -1,514,000 | -2,325,000 | -767,000 |
Due to employees | 7,453,000 | 785,000 | 2,896,000 |
Taxes payable | 16,868,000 | 3,074,000 | 5,498,000 |
Net cash provided by operating activities | 104,874,000 | 58,225,000 | 48,499,000 |
Cash flows from investing activities: | |||
Purchases of property and equipment | -11,916,000 | -13,360,000 | -13,376,000 |
Payment for construction of corporate facilities | -3,924,000 | -2,560,000 | -13,701,000 |
Employee housing loans | -1,740,000 | -7,982,000 | 0 |
Proceeds from repayments of employee housing loans | 1,793,000 | 2,189,000 | 0 |
Decrease in restricted cash and time deposits, net | 1,430,000 | 429,000 | 470,000 |
Increase in other long-term assets, net | -1,479,000 | -516,000 | -69,000 |
Acquisition of businesses, net of cash acquired (Note 2) | -37,093,000 | -20,000 | -32,951,000 |
Net cash used in investing activities | -52,929,000 | -21,820,000 | -59,627,000 |
Cash flows from financing activities: | |||
Proceeds related to stock options exercises | 10,571,000 | 9,300,000 | 4,951,000 |
Excess tax benefit on stock-based compensation plans | 3,776,000 | 6,201,000 | 3,297,000 |
Net proceeds from issuance of common stock in initial public offering | 0 | 0 | 32,364,000 |
Costs related to stock issue | 0 | 0 | -1,765,000 |
Acquisition of business, deferred consideration | -4,000,000 | 0 | 0 |
Net cash provided by financing activities | 10,347,000 | 15,501,000 | 38,847,000 |
Effect of exchange rate changes on cash and cash equivalents | -10,965,000 | -811,000 | 1,597,000 |
Net increase in cash and cash equivalents | 51,327,000 | 51,095,000 | 29,316,000 |
Cash and cash equivalents, beginning of period | 169,207,000 | 118,112,000 | 88,796,000 |
Cash and cash equivalents, end of period | 220,534,000 | 169,207,000 | 118,112,000 |
Supplemental disclosures of cash paid: | |||
Income taxes | 11,756,000 | 10,207,000 | 13,065,000 |
Bank interest | 7,000 | 26,000 | 14,000 |
Deferred consideration payable | 1,022,000 | 0 | 0 |
Contingent consideration payable | 36,322,000 | 0 | 0 |
Incurred but not paid costs | $0 | $0 | $96,000 |
NATURE_OF_BUSINESS_AND_SIGNIFI
NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||||
EPAM is a leading global provider of complex software engineering solutions and information technology ("IT") services to clients throughout North America, Western and Eastern Europe, Russia and Asia. The Company serves primarily Fortune Global 2000 companies in various industries with the main focus on Independent Software Vendors (“ISVs”) and technology, banking and financial services, business information and media, and travel and hospitality. Other industries include retail, energy, life sciences, healthcare, telecommunications, and government. | |||||||||||||||||
Since EPAM’s inception in 1993, the Company has focused on providing software product development services, software engineering and vertically-oriented custom development solutions through its global delivery model. This has served as a foundation for the Company’s other solutions, including custom application development, application testing, platform-based solutions, application maintenance and support, and infrastructure management. | |||||||||||||||||
The Company is incorporated in Delaware with headquarters in Newtown, PA, with multiple delivery centers located in Belarus, Ukraine, Russia, Hungary, Kazakhstan, Bulgaria, China, Armenia and Poland, and client management locations in the United States, Canada, the United Kingdom, Germany, Sweden, Switzerland, Netherlands, Russia, Kazakhstan, Singapore, Hong Kong and Australia. | |||||||||||||||||
Emerging growth company status — In April 2012, several weeks after EPAM’s initial public offering in February 2012, President Obama signed into law the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The JOBS Act contains provisions that relax certain requirements for “emerging growth companies” that otherwise apply to larger public companies. For as long as a company retains emerging growth company status, it will not be required to (1) provide an auditor’s attestation report on the Company’s internal control over financial reporting, otherwise required by Section 404(b) of the Sarbanes-Oxley Act of 2002, (2) comply with any new or revised financial accounting standard applicable to public companies until such standard is also applicable to private companies, (3) comply with certain new requirements adopted by the Public Company Accounting Oversight Board, (4) provide certain disclosure regarding executive compensation required of larger public companies or (5) hold shareholder advisory votes on matters relating to executive compensation. Based on EPAM's market capitalization on June 30, 2014, it was deemed a large accelerated filer as of December 31, 2014. Therefore, EPAM no longer qualifies as an emerging growth company. | |||||||||||||||||
Principles of Consolidation — The consolidated financial statements include the financial statements of EPAM Systems, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated. | |||||||||||||||||
Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions. These estimates and assumptions affect reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as revenues and expenses during the reporting period. The Company bases its estimates and judgments on historical experience, knowledge of current conditions and its beliefs of what could occur in the future, given available information. Actual results could differ from those estimates, and such differences may be material to the financial statements. | |||||||||||||||||
Revenue Recognition — The Company recognizes revenue when realized or realizable and earned, which is when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the sales price is fixed or determinable; and collectability is reasonably assured. Determining whether and when some of these criteria have been satisfied often involves assumptions and judgments that can have a significant impact on the timing and amount of revenue we report. If there is an uncertainty about the project completion or receipt of payment for the services, revenues are deferred until the uncertainty is sufficiently resolved. At the time revenues are recognized, the Company provides for any contractual deductions and reduces revenues accordingly. The Company defers amounts billed to its clients for revenues not yet earned. Such amounts are anticipated to be recorded as revenues as services are performed in subsequent periods. Unbilled revenues represent services provided which are billed subsequent to the period end in accordance with the contract terms. | |||||||||||||||||
The Company derives its revenues from a variety of service offerings, which represent specific competencies of its IT professionals. Contracts for these services have different terms and conditions based on the scope, deliverables, and complexity of the engagement, which require management to make judgments and estimates in determining appropriate revenue recognition pattern. Fees for these contracts may be in the form of time-and-materials or fixed-price arrangements. | |||||||||||||||||
The majority of the Company’s revenues (84.7% of revenues in 2014, 82.3% in 2013 and 84.1% in 2012) is generated under time-and-material contracts whereby revenues are recognized as services are performed with the corresponding cost of providing those services reflected as cost of revenues when incurred. The majority of such revenues are billed on an hourly, daily or monthly basis whereby actual time is charged directly to the client. | |||||||||||||||||
Revenues from fixed-price contracts (13.6% of revenues in 2014, 15.7% in 2013 and 13.7% in 2012) are determined using the proportional performance method. In instances where final acceptance of the product, system, or solution is specified by the client, revenues are deferred until all acceptance criteria have been met. In absence of a sufficient basis to measure progress towards completion, revenue is recognized upon receipt of final acceptance from the client. In order to estimate the amount of revenue for the period under the proportional performance method, the Company determines the percentage of actual labor hours incurred as compared to estimated total labor hours and applies that percentage to the consideration allocated to the deliverable. The complexity of the estimation process and factors relating to the assumptions, risks and uncertainties inherent with the application of the proportional performance method of accounting affects the amounts of revenues and related expenses reported in the Company’s consolidated financial statements. A number of internal and external factors can affect such estimates, including labor hours and specification and testing requirement changes. The cumulative impact of any revision in estimates is reflected in the financial reporting period in which the change in estimate becomes known. No significant revisions occurred in each of the three years ended December 31, 2014, 2013 and 2012. The Company’s fixed price contracts are generally recognized over a period of 12 months or less. | |||||||||||||||||
The Company reports gross reimbursable “out-of-pocket” expenses incurred as both revenues and cost of revenues in the consolidated statements of income and comprehensive income. | |||||||||||||||||
Cost of Revenues (Exclusive of Depreciation and Amortization) — Consists principally of salaries, employee benefits, stock compensation expense and non-reimbursable travel costs for IT professionals, and subcontractor fees. | |||||||||||||||||
Selling, General and Administrative Expenses — Consist of expenses associated with promoting and selling the Company’s services and include such items as the cost of advertising and other promotional activities as well as sales and marketing personnel salaries, stock compensation expense and related fringe benefits, commissions and travel. General and administrative expenses include other operating items such as officers’ and administrative personnel salaries, stock compensation expense and related fringe benefits as well as legal and audit expenses, insurance, provision for doubtful accounts, and operating lease expenses. | |||||||||||||||||
Fair Value of Financial Instruments — The Company makes significant assumptions about fair values of its financial instruments. Fair value is determined based on the assumptions that market participants would use in pricing the asset or liability. The Company utilizes the following fair value hierarchy in determining fair values: | |||||||||||||||||
Level 1 — Quoted prices for identical assets or liabilities in active markets. | |||||||||||||||||
Level 2 — Inputs other than quoted prices within Level 1 that are observable either directly or indirectly, including quoted prices in markets that are not active, quoted prices in active markets for similar assets or liabilities, and observable inputs other than quoted prices such as interest rates or yield curves. | |||||||||||||||||
Level 3 — Unobservable inputs reflecting our view about the assumptions that market participants would use in pricing the asset or liability. | |||||||||||||||||
Where the fair values of financial assets and liabilities recorded in the consolidated balance sheets cannot be derived from an active market, they are determined using a variety of valuation techniques. These valuation techniques include a net present value technique, comparison to similar instruments with market observable inputs, options pricing models and other relevant valuation models. Inputs into these models are taken from observable market data whenever possible, but in instances where it is not reasonably feasible, a degree of judgment is required to establish fair values. | |||||||||||||||||
Financial Assets and Liabilities Measured At Fair Value on a Recurring Basis | |||||||||||||||||
The Company had no assets or liabilities measured at fair value on a recurring basis as of December 31, 2014 and 2013, other than contingent liabilities in connection with the acquisitions of businesses. | |||||||||||||||||
At December 31, 2014, contingent liabilities measured at fair value on a recurring basis comprised contingent consideration payable in cash and stock, and performance-based awards issued to certain former owners of the acquired businesses in exchange for future services. | |||||||||||||||||
The Company estimates the fair value of contingent liabilities based on certain performance milestones of the acquired businesses, and estimated probabilities of achievement, then discounts the liabilities to present value using the Company’s cost of debt for the cash component of contingent consideration, and risk free rate for the stock component of a contractual contingency. Contingent liabilities are valued using significant inputs that are not observable in the market which are defined as Level 3 inputs pursuant to fair value measurement accounting. The Company believes its estimates and assumptions are reasonable, however, there is significant judgment involved. Changes in the fair value of contingent consideration liabilities primarily result from changes in the timing and amount of specific milestone estimates and changes in probability assumptions with respect to the likelihood of achieving the various earnout criteria. These changes could cause a material impact to, and volatility in the Company’s operating results. See Note 17 for contingent liabilities activity. | |||||||||||||||||
Financial Assets and Liabilities Measured At Fair Value on a Non-Recurring Basis | |||||||||||||||||
The amounts of the Company’s financial assets and liabilities, with the exceptions of employee housing loans and other employee loans described further herein, approximate fair value because of their short-term maturities. | |||||||||||||||||
Employee Housing Loans — The housing loans were classified as Level 3 measurements within the fair value hierarchy because they were valued using significant unobservable inputs. The estimated fair value of these housing loans upon initial recognition was computed by projecting the future contractual cash flows to be received from the loans and discounting those projected net cash flows to a present value, which is the estimated fair value (the “Income Approach”). In applying the Income Approach, the Company analyzed similar loans offered by third-party financial institutions in Belarusian Rubles (“BYR”) and adjusted the interest rates charged on such loans to exclude the effects of underlying economic factors, such as inflation and currency devaluation. The Company also assessed the probability of future defaults and associated cash flows impact. In addition, the Company separately analyzed the rate of return that market participants in Belarus would require when investing in unsecured USD-denominated government bonds with similar maturities (a “risk-free rate”) and evaluated a risk premium component to compensate the market participants for the credit and liquidity risks inherent in the loans’ cash flows. As a result of the analysis performed, the Company determined the carrying values of the housing loans issued during the year ended December 31, 2014 approximated their fair values upon initial recognition. The Company also estimated the fair values of the housing loans that were outstanding as of December 31, 2014 and 2013 using the inputs noted above and determined their fair values approximated the carrying values as of that date. | |||||||||||||||||
Employee Loans, Other — The Company also issues short-term non-interest bearing relocation loans and other employee loans. These loans are considered Level 3 measurements. The Company’s Level 3, unobservable inputs reflect its assumptions about the factors that market participants use in pricing similar receivables, and are based on the best information available in the circumstances. Due to the short-term nature of employee loans (i.e., the relatively short time between the origination of the instrument and its expected realization), the carrying amount is a reasonable estimate of fair value. As of December 31, 2014, the carrying values of these employee loans approximated their fair values. | |||||||||||||||||
Business Combinations — The Company accounts for its business combinations using the acquisition accounting method, which requires it to determine the fair value of net assets acquired and the related goodwill and other intangible assets. The Company identifies and attributes fair values and estimated lives to the intangible assets acquired and allocates the total cost of an acquisition to the underlying net assets based on their respective estimated fair values. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and involves the use of significant estimates, including projections of future cash inflows and outflows, discount rates, asset lives and market multiples. There are different valuation models for each component, the selection of which requires considerable judgment. These determinations will affect the amount of amortization expense recognized in future periods. The Company bases its fair value estimates on assumptions it believes are reasonable, but recognizes that the assumptions are inherently uncertain. | |||||||||||||||||
If initial accounting for the business combination has not been completed by the end of the reporting period in which the business combination occurs, provisional amounts are reported for which the accounting is incomplete, with retrospective adjustment made to such provisional amounts during the measurement period to present new information about facts and circumstances that existed as of the acquisition date. Once the measurement period ends, and in no case beyond one year from the acquisition date, revisions of the accounting for the business combination are recorded in earnings. | |||||||||||||||||
All acquisition-related costs, other than the costs to issue debt or equity securities, are accounted for as expenses in the period in which they are incurred. Changes in fair value of contingent consideration arrangements that are not measurement period adjustments are recognized in earnings. Payments to settle contingent consideration, if any, are reflected in cash flows from financing activities and the changes in fair value are reflected in cash flows from operating activities in the Company’s consolidated statements of cash flows. | |||||||||||||||||
The Company’s acquisitions usually do not have significant amounts of tangible assets, as the principal assets typically acquired are customer relationships, trade names, non-competition agreements, and workforce. As a result, a substantial portion of the purchase price is allocated to goodwill and other intangible assets. | |||||||||||||||||
Cash and Cash Equivalents — Cash equivalents are short-term, highly liquid investments that are readily convertible into cash, with maturities of three months or less at the date acquired. As of December 31, 2014 and 2013 the Company had no cash equivalents. | |||||||||||||||||
Restricted Cash — Restricted cash represents cash that is restricted by agreements with third parties for special purposes and includes time deposits. See Note 6 for items that constitute restricted cash. | |||||||||||||||||
Accounts Receivable — Accounts receivable are stated net of an allowance for doubtful accounts. Outstanding accounts receivable are reviewed periodically and allowances are provided at such time the management believes it is probable that such balances will not be collected within a reasonable time. The allowance for doubtful accounts is determined by evaluating the relative creditworthiness of each client, historical collections experience and other information, including the aging of the receivables. Accounts receivable are generally written off when they are deemed uncollectible. Bad debts are recorded based on historical experience and management's evaluation of accounts receivable. | |||||||||||||||||
The table below summarizes movements in qualifying accounts for the years ended December 31, 2014, 2013 and 2012: | |||||||||||||||||
Balance at | Charged to Costs | Deductions/ | Balance at End of Year | ||||||||||||||
Beginning of | and Expenses | Other | |||||||||||||||
Period | |||||||||||||||||
Allowance for Doubtful Accounts (Billed and Unbilled): | |||||||||||||||||
Fiscal Year 2012 | $ | 2,250 | $ | 1,244 | $ | (1,291 | ) | $ | 2,203 | ||||||||
Fiscal Year 2013 | 2,203 | 619 | (1,022 | ) | 1,800 | ||||||||||||
Fiscal Year 2014 | 1,800 | 1,325 | (944 | ) | 2,181 | ||||||||||||
Employee Loans — Loans are initially recorded at their fair value, and subsequently measured at their amortized cost, less allowance for loan losses, if any. The Company intends to hold all employee loans until their maturity. Interest income is reported using the effective interest method. Where applicable, loan origination fees, net of direct origination costs, are deferred and recognized in interest income over the life of the loan. | |||||||||||||||||
Property and Equipment — Property and equipment acquired in the ordinary course of the Company’s operations are stated at cost, net of accumulated depreciation. Depreciation is calculated on the straight-line basis over the estimated useful lives of the assets generally ranging from three to 50 years. Leasehold improvements are amortized on a straight-line basis over the shorter of the term of the lease or the estimated useful life of the improvement. Maintenance and repairs are expensed as incurred. | |||||||||||||||||
Goodwill and Other Intangible Assets — Goodwill and intangible assets that have indefinite useful lives are treated consistently with ASC 350. They are tested annually for impairment and are not amortized. | |||||||||||||||||
The Company performs an annual impairment test by comparing the respective fair value of its reporting units to their respective carrying values to identify if any impairment indicators exist. If an indicator of impairment is identified, the implied fair value of the reporting unit’s goodwill is compared to its carrying amount, and the impairment loss is measured by the excess of the carrying value over fair value. The fair values are estimated using a combination of the income approach, which incorporates the use of the discounted cash flow method, and the market approach, which incorporates the use of earnings multiples based on market data. These valuations are considered Level 3 measurements under FASB ASC Topic 820. The Company utilizes estimates to determine the fair value of the reporting units such as future cash flows, growth rates, capital requirements, effective tax rates and projected margins, among other factors. Estimates utilized in the future evaluations of goodwill for impairment could differ from estimates used in the current period calculations. The Company is also required to assess the goodwill of its reporting units for impairment between annual assessment dates when events or circumstances dictate. | |||||||||||||||||
Intangible assets that have finite useful lives are amortized over their estimated useful lives on a straight-line basis. | |||||||||||||||||
Effective in the fourth quarter of 2013, the Company changed the annual goodwill impairment assessment date for all of its reporting units from December 31st to October 31st, which represented a voluntary change in the annual goodwill impairment testing date. The Company evaluates the recoverability of goodwill at a reporting unit level and it had three reporting units, which had goodwill, that were subject to the annual impairment testing in 2014. See Note 3 for disclosure regarding goodwill and intangible assets. | |||||||||||||||||
Impairment of Long-Lived Assets — Long-lived assets, such as property and equipment, and finite lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and exceeds the asset's fair value. When the carrying value of an asset is more than the sum of the undiscounted cash flows that are expected to result from the asset's use and eventual disposition, it is considered to be unrecoverable. Therefore, when an asset’s carrying value will not be recovered and it is more than its fair value the Company would deem the asset to be impaired. Property and equipment held for disposal are carried at the lower of the current carrying value or fair value less estimated costs to sell. The Company did not incur any impairment of long-lived assets for the years ended December 31, 2014, 2013 and 2012. | |||||||||||||||||
Income Taxes — The provision for income taxes includes federal, state, local and foreign taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences between the financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be reversed. Changes to enacted tax rates would result in either increases or decreases in the provision for income taxes in the period of changes. The Company evaluates the realizability of deferred tax assets and recognizes a valuation allowance when it is more likely than not that all, or a portion of, deferred tax assets will not be realized. | |||||||||||||||||
The realization of deferred tax assets is primarily dependent on future earnings. Any reduction in estimated forecasted results may require that we record valuation allowances against deferred tax assets. Once a valuation allowance has been established, it will be maintained until there is sufficient positive evidence to conclude that it is more likely than not that the deferred tax assets will be realized. A pattern of sustained profitability will generally be considered as sufficient positive evidence to reverse a valuation allowance. If the allowance is reversed in a future period, the income tax provision will be correspondingly reduced. Accordingly, the increase and decrease of valuation allowances could have a significant negative or positive impact on future earnings. See Note 10 to the consolidated financial statements for further information. | |||||||||||||||||
Changes in tax laws and rates may affect recorded deferred tax assets and liabilities and our effective tax rate in the future. The American Taxpayer Relief Act of 2012 (the “Act”) was signed into law on January 2, 2013. Because a change in tax law is accounted for in the period of enactment, certain provisions of the Act benefiting the Company’s 2012 U.S. federal taxes, including the Subpart F controlled foreign corporation look-through exception were not recognized in the Company’s 2012 financial results and instead were reflected in the Company’s 2013 financial results. | |||||||||||||||||
Earnings per Share (“EPS”) — Basic EPS is computed by dividing the net income applicable to common stockholders for the period by the weighted average number of shares of common stock outstanding during the same period. The Company’s Series A-1 Preferred, Series A-2 Preferred, and Series A-3 Preferred Stock, that had been outstanding and convertible into common stock until February 13, 2012 (the date of the Company’s initial public offering), and our puttable common stock were considered participating securities since these securities had non-forfeitable rights to dividends or dividend equivalents during the contractual period and thus required the two-class method of computing EPS. When calculating diluted EPS, the numerator is computed by adding back the undistributed earnings allocated to the participating securities in arriving at the basic EPS and then reallocating such undistributed earnings among our common stock, participating securities and the potential common shares that result from the assumed exercise of all dilutive options. The denominator is increased to include the number of additional common shares that would have been outstanding had the options been issued. | |||||||||||||||||
Stock-Based Compensation — Equity-based compensation cost relating to the issuance of share-based awards to employees is based on the fair value of the award at the date of grant, which is expensed ratably over the requisite service period, net of estimated forfeitures. The forfeiture assumption is ultimately adjusted to the actual forfeiture rate. Therefore, changes in the forfeiture assumptions may affect the timing of the total amount of expense recognized over the vesting period. The service period is the period over which the employee performs the related services, which is normally the same as the vesting period. Equity-based awards that do not require future service are expensed immediately. Equity-based awards that do not meet criteria for equity classification are recorded in liabilities and adjusted to fair value at the end of each reporting period. Distributions associated with liability-classified awards not expected to vest are accounted for as compensation expense in the consolidated statements of income and comprehensive income. | |||||||||||||||||
Off-Balance Sheet Financial Instruments — Include credit instruments, such as standby letters of credit and guarantees issued under customer contracts. The face amount for these items represents the exposure to loss, before considering available collateral or the borrower’s ability to repay. Such financial instruments are recorded when they are funded. Loss contingencies arising from off-balance sheet credit exposures are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. The Company does not believe there are such matters that will have a material effect on the consolidated financial statements. | |||||||||||||||||
Foreign Currency Translation — Assets and liabilities of consolidated foreign subsidiaries, whose functional currency is the local currency, are translated to U.S. dollars at period end exchange rates. Revenues and expenses are translated to U.S. dollars at daily exchange rates. The adjustment resulting from translating the financial statements of such foreign subsidiaries to U.S. dollars is reflected as a cumulative translation adjustment and reported as a component of accumulated other comprehensive income. | |||||||||||||||||
The Company reports the effect of exchange rate changes on cash balances held in foreign currencies as a separate item in the reconciliation of the changes in cash and cash equivalents during the period. Transaction gains and losses are included in the period in which they occur. | |||||||||||||||||
Risks and Uncertainties — Principally all of the Company’s IT delivery centers and a majority of its employees are located in Central and Eastern Europe and the APAC region. As a result, the Company may be subject to certain inherent risks associated with international operations, including the application and imposition of protective legislation and regulations relating to import and export; difficulties in enforcing intellectual property and contractual rights; complying with a wide variety of foreign laws; potentially adverse tax consequences; tariffs, quotas and other trade protection methods; and overall foreign policy and variability of foreign economic conditions. | |||||||||||||||||
Concentration of Credit — The Company maintains cash and cash equivalents and short-term investments with financial institutions. The Company determined that the Company's credit policies reflect normal industry terms and business risk and there is no expectation of non-performance by the counterparties. As of December 31, 2014, $59.3 million of total cash was held in CIS countries, with $34.2 million of that in Belarus. Banking and other financial systems in the CIS region are less developed and regulated than in some more developed markets, and legislation relating to banks and bank accounts is subject to varying interpretations and inconsistent application. Banks in the CIS region generally do not meet the banking standards of more developed markets and bank deposits made by corporate entities in the CIS region are not insured. The CIS banking sector remains subject to periodic instability and the transparency of the banking sector lags behind international standards. A banking crisis, bankruptcy or insolvency of banks that process or hold our funds, particularly in Belarus, may result in the loss of our deposits or adversely affect our ability to complete banking transactions in the CIS region, which could materially adversely affect our business and financial condition. | |||||||||||||||||
As of December 31, 2014, unbilled trade receivables from one customer, UBS AG, individually exceeded 10% and accounted for 16.5% of our total unbilled trade receivables as of that date. There were no customers individually exceeding 10% of our billed trade receivables as of December 31, 2014. | |||||||||||||||||
During the years ended December 31, 2014, 2013 and 2012, revenues from our top five customers were $239,396, $169,987 and $134,484, respectively, representing 32.8%, 30.6% and 31.0%, respectively, of total revenues in the corresponding periods. Revenues from our top ten customers were $320,126, $234,955 and $192,426 in 2014, 2013 and 2012, respectively, representing 43.9%, 42.3% and 44.4%, respectively, of total revenues in corresponding periods. | |||||||||||||||||
During the year ended December 31, 2014, the Company had one customer, UBS AG, with revenues of $97.6 million, which accounted for more than 10% of total revenues. No customer accounted for over 10% of total revenues in 2013 and 2012. | |||||||||||||||||
During the years ended December 31, 2014, 2013 and 2012 the Company incurred subcontractor costs of $1,885, $2,078 and $3,535, respectively, to a vendor for staffing, consulting, training, recruiting and other logistical / support services provided for the Company’s delivery and development operations in Eastern Europe. Such costs are included in cost of revenues and sales, general and administrative expenses, as appropriate, in the accompanying consolidated statements of income and comprehensive income. | |||||||||||||||||
Foreign currency risk — The Company generates revenues in various global markets based on client contracts obtained in non-U.S. dollar currencies, principally, Euros, British pounds, Canadian dollars, and Russian rubles. The Company incurs expenditures in non-U.S. dollar currencies, principally in Hungarian forints, Euros, Russian rubles, and Hong Kong dollars and China yuan renminbi (“CNY”) associated with the IT delivery centers located in CEE and APAC regions. The Company is exposed to fluctuations in foreign currency exchange rates primarily on accounts receivable and unbilled revenues from sales in these foreign currencies, and cash flows for expenditures in foreign currencies. The Company does not use derivative financial instruments to hedge the risk of foreign exchange volatility. | |||||||||||||||||
Interest rate risk — The Company’s exposure to market risk is influenced primarily by changes in interest rates on interest payments received on cash and cash equivalent deposits and paid on any outstanding balance on the Company's revolving line of credit, which is subject to a variety of rates depending on the type and timing of funds borrowed (see Note 12). The Company does not use derivative financial instruments to hedge the risk of interest rate volatility. | |||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||
In November 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-17, Business Combinations (Topic 805): Pushdown Accounting. The update provides an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. An acquired entity may also elect the option to apply pushdown accounting in the reporting period in which the change-in-control event occurs. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle. The amendment is effective on November 18, 2014. The implementation of this standard is not expected to have a material effect on the Company’s consolidated financial statements. | |||||||||||||||||
In November 2014, the FASB issued ASU 2014-16, Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity. The update aims to eliminate the use of different methods in practice and thereby reduce existing diversity under GAAP in the accounting for hybrid financial instruments issued in the form of a share. The amendments are effective for annual period and interim periods within those annual periods, beginning after December 15, 2015 with early adoption permitted. The implementation of this standard is not expected to have a material effect on the Company’s consolidated financial statements as the Company currently does not engage in derivatives and hedging. | |||||||||||||||||
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments in this update provide guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. These amendments aim to reduce diversity in the timing and content of footnote disclosures. The amendments in this update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter, with early adoption permitted. The implementation of this standard is not expected to have a material effect on the Company’s consolidated financial statements. | |||||||||||||||||
In June 2014, the FASB issued ASU 2014-12, which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718, Compensation - Stock Compensation, as it relates to awards with performance conditions that affect vesting to account for such awards. The standard is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015 with early adoption permitted. Entities may apply the amendments in this ASU either: (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The implementation of this standard is not expected to have a material effect on the Company’s consolidated financial statements. | |||||||||||||||||
In May 2014, the FASB issued ASU 2014-09, which impacts virtually all aspects of an entity’s revenue recognition. The ASU introduces a new five-step revenue recognition model in which an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires disclosures sufficient to enable users to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative disclosures about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. This standard is effective for fiscal periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating the new guidance to determine the impact it will have on its consolidated financial statements. | |||||||||||||||||
In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies the related disclosure requirements. To qualify as a discontinued operation the standard requires a disposal to represent a strategic shift that has, or will have, a major effect on an entity's operations and financial results. The standard also expands the disclosures for discontinued operations and requires new disclosures related to individually material dispositions that do not qualify as discontinued operations. The standard is effective prospectively for fiscal periods beginning after December 15, 2014, including interim periods within that reporting period, with early adoption permitted. The implementation of this standard is not expected to have a material impact on the Company’s consolidated financial statements, but will impact the reporting of any future dispositions. | |||||||||||||||||
In July 2013, the FASB issued ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. ASU 2013-11 is a new accounting standard on the financial statement presentation of unrecognized tax benefits. The new standard provides that a liability related to an unrecognized tax benefit would be presented as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. The new standard became effective for the periods commencing January 1, 2014, and it should be applied prospectively to unrecognized tax benefits that exist at the effective date with retrospective application permitted. The Company adopted the ASU effective January 1, 2014. The adoption of this standard did not have any effect on the Company’s consolidated financial statements. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||||||||||
Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||
ACQUISITIONS | ACQUISITIONS | ||||||||||||||||||||||||||||||||||||||||
During the year ended December 31, 2014, the Company completed four acquisitions. The acquisitions intend to allow the Company to expand into desirable geographic locations, complement the existing vertical markets, increase the volume of revenue and create new offerings of services currently provided. These acquisitions have been accounted for using the acquisition method for recording business combinations. Acquisitions are settled in cash and/or stock where a portion of the settlement price may be deferred. In some cases, purchase agreements contain contingent consideration in a form of an earnout obligation. The table below discloses respective details of each acquisition. | |||||||||||||||||||||||||||||||||||||||||
Name of Acquisition | Effective Date of Acquisition | Common Shares | Fair Value of Common | Cash, Net of Working Capital and Other Adjustments | Recorded Earnout | Total Recorded Purchase Price | Maximum Potential Earnout Payable | ||||||||||||||||||||||||||||||||||
Shares | Payable | ||||||||||||||||||||||||||||||||||||||||
Issued | Deferred | Issued | Deferred | Paid | Deferred | Cash | Stock | ||||||||||||||||||||||||||||||||||
(in shares) | (in thousands) | ||||||||||||||||||||||||||||||||||||||||
Netsoft | 5-Mar-14 | — | — | $ | — | $ | — | $ | 2,373 | $ | 1,022 | $ | 1,825 | $ | — | $ | 5,220 | $ | 1,825 | ||||||||||||||||||||||
Jointech | 30-Apr-14 | — | 89,552 | — | 2,788 | 10,000 | 4,000 | 15,000 | 5,000 | 36,788 | 20,000 | ||||||||||||||||||||||||||||||
GGA (1) | 6-Jun-14 | — | — | — | — | 14,892 | — | 11,400 | — | 26,292 | |||||||||||||||||||||||||||||||
Great Fridays | 31-Oct-14 | — | — | — | — | 10,854 | — | 1,173 | — | 12,027 | 1,173 | ||||||||||||||||||||||||||||||
— | 89,552 | $ | — | $ | 2,788 | $ | 38,119 | $ | 5,022 | $ | 29,398 | $ | 5,000 | $ | 80,327 | ||||||||||||||||||||||||||
-1 | The amount of the maximum potential earnout payable to GGA, if any, is not limited based on the terms of the purchase agreement. | ||||||||||||||||||||||||||||||||||||||||
Common shares issued in connection with acquisitions are valued at closing market prices as of the effective date of the respective acquisition. The maximum potential earnouts payable disclosed in the foregoing table represent the maximum amount of additional consideration that could be paid pursuant to the terms of the purchase agreement for the applicable acquisition. The amounts recorded as earnouts payable, which are based upon the estimated future operating results of the acquired businesses within a seven-to twelve-month period subsequent to the acquisition date, are measured at fair value as of the acquisition date and are included on that basis in the recorded purchase price consideration in the foregoing table. The Company will record subsequent changes in the fair value of the earnout obligations, if any, in its consolidated income from operations. Please see Note 17 for discussion around significant inputs and assumptions relating to the earnout obligation. | |||||||||||||||||||||||||||||||||||||||||
Netsoft — On March 5, 2014, the Company completed an acquisition of substantially all of the assets and assumed certain specific liabilities of U.S.-based healthcare technology consulting firm Netsoft Holdings LLC and Armenia-based Ozsoft, LLC (collectively, “Netsoft”). As a result of this transaction, substantially all of the employees of Netsoft, including approximately 40 IT professionals, accepted employment with the Company. In connection with the Netsoft acquisition, the Company agreed to issue a total of 2,289 restricted shares of Company common stock as consideration for future services to key management and employees of Netsoft (the “Netsoft Closing Shares”). The Company agreed to pay a deferred consideration, partially paid in stock of 9,154 restricted shares of Company common stock. Furthermore, subject to attainment of certain performance targets defined in the purchase agreement, the Company will issue 16,349 restricted shares of Company common stock (collectively with the Netsoft Closing Shares and deferred shares, the “Netsoft Employment Shares”). The Netsoft Employment Shares will vest in equal annual installments over a three-year period starting from the date of acquisition. All unvested shares will be forfeited upon termination of services by the Company for cause or by the employee other than for good reason. The Netsoft Employment Shares had an estimated value of $1,017 at the time of grant and will be recorded as stock-based compensation expense over an associated service period of three years (Note 14). Under the terms of this agreement, all of the Netsoft Closing Shares, as well as $256, were placed in escrow for a period of 18 months as security for the indemnification obligations of the sellers under the asset purchase agreement. | |||||||||||||||||||||||||||||||||||||||||
Jointech — On April 30, 2014, the Company acquired all of the outstanding equity of Joint Technology Development Limited, a company organized under the laws of Hong Kong, including its wholly-owned subsidiaries Jointech Software (Shenzhen) Co., Ltd., a company organized under the laws of China, and Jointech Software Pte. Ltd., a company organized under the laws of Singapore (collectively, “Jointech”). Jointech provides strategic technology services to multi-national organizations in investment banking, wealth and asset management. As a result of this transaction, substantially all employees of Jointech, including approximately 216 IT professionals, accepted employment with the Company. In connection with the Jointech acquisition, the Company agreed to issue a total of 89,552 shares of the Company common stock to a former owner of Jointech as consideration for future services on or about the six-month anniversary from the date of acquisition (the “Jointech Closing Shares”). Furthermore, the Company will pay to that former owner up to a maximum of $5,000 in shares of Company common stock determined based on the average closing price per share for the 30-trading day period preceding April 1, 2015 (collectively with the Jointech Closing Shares, the “Jointech Employment Shares”). The Jointech Employment Shares will vest in equal annual installments over a three-year period starting from the date of acquisition. All unvested Jointech Employment Shares will be forfeited upon termination of services for cause by the Company or other than for good reason (as applicable) by either of the two former owners of the acquired business. The aggregate fair value of the Jointech Employment Shares at the date of grant was $7,788 and will be recorded as stock-based compensation expense over an associated service period of three years (Note 14). | |||||||||||||||||||||||||||||||||||||||||
Under the terms of the agreement, 15% of the total purchase price, in cash and stock, including the Jointech Employment Shares, was placed in an escrow account for a period of 18 months as security for the indemnification obligations of the sellers under the stock purchase agreement. | |||||||||||||||||||||||||||||||||||||||||
GGA — On June 6, 2014, the Company acquired substantially all of the assets and assumed certain specific liabilities of GGA Software Services, LLC, Institute of Theoretical Chemistry, Inc., and GGA’s Russian affiliate (collectively, “GGA”). Established in 1994, GGA develops scientific informatics applications and content databases; creates state-of-the-art algorithms and models; and delivers IT support, maintenance, and QA services to the world’s leading healthcare and life sciences companies. As a result of this transaction, substantially all employees of GGA, including approximately 329 IT professionals and 126 scientists, accepted employment with the Company. In connection with the GGA acquisition, the Company agreed to issue a total of 262,277 shares of the Company common stock to the former owners of GGA as consideration for future services (the “GGA Closing Shares”). Furthermore, subject to attainment of specified performance targets, the Company will issue to the former owners of GGA shares of its common stock based on the formula provided in the purchase agreement (collectively with GGA Closing Shares, the “GGA Employment Shares”). The GGA Employment Shares will vest in equal annual installments over a three-year period starting from the date of acquisition. With respect to each former owner, all unvested shares will be forfeited upon either termination of services by the Company for cause or by the employee other than for good reason. The aggregate fair value of the GGA Employment Shares at the date of grant was $20,655 and will be recorded as stock-based expense over an associated service period of three years (Note 14). Under the terms of the agreement, a total of 102,631 of the GGA Employment Shares were placed into an escrow account as security for the indemnification obligations of the sellers under the asset purchase agreement. | |||||||||||||||||||||||||||||||||||||||||
Great Fridays — On October 31, 2014, the Company acquired 100% of the equity interests of Great Fridays Limited and its subsidiaries with intent to expand the Company's product and design service portfolio. Great Fridays Limited, headquartered in Manchester, UK, with offices in London, San Francisco and New York, focuses on bridging the gap between business and design. The acquisition of Great Fridays added approximately 50 creative design professionals to the Company's headcount. | |||||||||||||||||||||||||||||||||||||||||
In connection with the Great Fridays acquisition, the Company agreed to issue a total of 90,864 shares of the Company common stock to the former owners of Great Fridays as consideration for future services (the “Great Fridays Closing Shares”). Furthermore, subject to attainment of specified performance targets, the Company will pay the former owners of Great Fridays up to a maximum of 10,092 shares of the Company common stock (collectively with Great Fridays Closing Shares, the “GF Employment Shares”). The GF Employment Shares will vest in equal annual installments over a three-year period starting from the date of acquisition. With respect to each former owner, all unvested shares will be forfeited upon either termination of services by the Company for cause or by the employee other than for good reason. The aggregate fair value of the GF Employment Shares at the date of grant was $4,823 and will be recorded as stock-based compensation expense over an associated service period of three years (Note 14). Under the terms of the agreement, a total of 28,390 of the GF Employment Shares were placed into an escrow account as security for the indemnification obligations of the sellers under the asset purchase agreement. | |||||||||||||||||||||||||||||||||||||||||
The following is a summary of the preliminary estimated fair values of the net assets acquired at the date of each respective acquisition during the year ended December 31, 2014 as originally reported in the quarterly condensed consolidated financial statements and at December 31, 2014: | |||||||||||||||||||||||||||||||||||||||||
Netsoft | Jointech | GGA | Great Fridays | Total | |||||||||||||||||||||||||||||||||||||
At Originally Reported | At December 31, 2014 | As Originally Reported | At December 31, 2014 | As Originally Reported | At December 31, 2014 | At December 31, 2014 | As Originally Reported | At December 31, 2014 | |||||||||||||||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | — | $ | 871 | $ | 871 | $ | — | $ | — | $ | 259 | $ | 1,130 | $ | 1,130 | |||||||||||||||||||||||
Trade receivables and other current assets | 788 | 788 | 784 | 784 | 5,157 | 5,471 | 1,825 | 8,554 | 8,868 | ||||||||||||||||||||||||||||||||
Property and equipment and other long-term assets | 52 | 52 | 338 | 338 | 444 | 444 | 262 | 1,096 | 1,096 | ||||||||||||||||||||||||||||||||
Deferred tax asset | 351 | — | — | — | 4,463 | — | — | 4,814 | — | ||||||||||||||||||||||||||||||||
Acquired intangible assets | 1,700 | 1,700 | 25,744 | 22,485 | 10,959 | 10,959 | 5,747 | 44,150 | 40,891 | ||||||||||||||||||||||||||||||||
Goodwill | 2,776 | 2,749 | 11,033 | 17,404 | 6,496 | 12,115 | 6,947 | 27,252 | 39,215 | ||||||||||||||||||||||||||||||||
Total assets acquired | 5,667 | 5,289 | 38,770 | 41,882 | 27,519 | 28,989 | 15,040 | 86,996 | 91,200 | ||||||||||||||||||||||||||||||||
Accounts payable and accrued expenses | 69 | 69 | 728 | 728 | 2,593 | 2,593 | 872 | 4,262 | 4,262 | ||||||||||||||||||||||||||||||||
Deferred revenue | — | — | — | — | — | 104 | 317 | 317 | 421 | ||||||||||||||||||||||||||||||||
Due to employees | — | — | 1,254 | 1,254 | — | — | 624 | 1,878 | 1,878 | ||||||||||||||||||||||||||||||||
Deferred tax liability | — | — | — | 3,112 | — | — | 1,200 | 1,200 | 4,312 | ||||||||||||||||||||||||||||||||
Total liabilities assumed | 69 | 69 | 1,982 | 5,094 | 2,593 | 2,697 | 3,013 | 7,657 | 10,873 | ||||||||||||||||||||||||||||||||
Net assets acquired | $ | 5,598 | $ | 5,220 | $ | 36,788 | $ | 36,788 | $ | 24,926 | $ | 26,292 | $ | 12,027 | $ | 79,339 | $ | 80,327 | |||||||||||||||||||||||
The above estimated fair values of the assets acquired and liabilities assumed are provisional and based on the information that was available as of the acquisition date and updated for any changes as of December 31, 2014. During the year ended December 31, 2014, the following updates were made to the initially reported balances with some of the adjustments being reported in the third quarter between goodwill and deferred tax accounts. | |||||||||||||||||||||||||||||||||||||||||
For Netsoft, the deferred tax asset and goodwill were adjusted and decreased the net assets acquired by $378. For Jointech, intangible assets were adjusted to reflect the results of a preliminary valuation report obtained and a deferred tax liability was established, both increasing goodwill with no change to the net assets acquired. For GGA, additional accounts receivable and deferred revenue were recognized, deferred tax assets were netted with recognized deferred tax liabilities, and the final working capital adjustment was completed, which in aggregate increased the net assets acquired by $1,366. | |||||||||||||||||||||||||||||||||||||||||
The Company is gathering additional information necessary to finalize the estimated fair values of intangible assets, deferred income taxes, and other asset and liability amounts. The fair values reflected are subject to change. Such changes could be significant. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practicable but no later than one year from the respective acquisition dates. | |||||||||||||||||||||||||||||||||||||||||
The following table presents the estimated fair values and useful lives of intangible assets acquired during the year ended December 31, 2014: | |||||||||||||||||||||||||||||||||||||||||
Netsoft | Jointech | GGA | Great Fridays | ||||||||||||||||||||||||||||||||||||||
Weighted Average | Amount | Weighted Average | Amount | Weighted Average | Amount | Weighted Average | Amount | ||||||||||||||||||||||||||||||||||
Useful Life | Useful Life | Useful Life | Useful Life | ||||||||||||||||||||||||||||||||||||||
(in years) | (in years) | (in years) | (in years) | ||||||||||||||||||||||||||||||||||||||
Customer relationships | 10 | $ | 1,700 | 10 | $ | 22,173 | 10 | $ | 10,959 | 10 | $ | 5,747 | |||||||||||||||||||||||||||||
Trade names | — | — | 2 | 312 | — | — | — | — | |||||||||||||||||||||||||||||||||
Total | $ | 1,700 | $ | 22,485 | $ | 10,959 | $ | 5,747 | |||||||||||||||||||||||||||||||||
The following is a summary of revenues, net income and acquisition-related costs included in the consolidated statements of income and comprehensive income for the year ended December 31, 2014: | |||||||||||||||||||||||||||||||||||||||||
For the Year Ended December 31, 2014 | |||||||||||||||||||||||||||||||||||||||||
Netsoft | Jointech | GGA | Great Fridays | Total | |||||||||||||||||||||||||||||||||||||
Revenues | $ | 5,068 | $ | 13,060 | $ | 19,809 | $ | 1,821 | $ | 39,758 | |||||||||||||||||||||||||||||||
Net Income | 806 | 1 | (3,090 | ) | 2 | 822 | 3 | (72 | ) | 4 | (1,534 | ) | |||||||||||||||||||||||||||||
Acquisition-related costs | $ | 75 | $ | 361 | $ | 325 | $ | 24 | $ | 785 | |||||||||||||||||||||||||||||||
-1 | Included in net income is $252 of stock-based compensation expense related to the Netsoft Employment Shares for the year ended December 31, 2014. | ||||||||||||||||||||||||||||||||||||||||
-2 | Included in net income is $1,738 of stock-based compensation expense related to the Jointech Employment Shares for the year ended December 31, 2014. | ||||||||||||||||||||||||||||||||||||||||
-3 | Included in net income is $4,322 of stock-based compensation expense related to the GGA Employment Shares for the year ended December 31, 2014. | ||||||||||||||||||||||||||||||||||||||||
-4 | Included in net income is $239 of stock-based compensation expense related to the Great Fridays Employment Shares for the year ended December 31, 2014. | ||||||||||||||||||||||||||||||||||||||||
Aggregate revenues generated by the acquired companies for the year ended December 31, 2013, were approximately $46.5 million. Pro forma results of operations for the acquisition transactions were not presented because the effects of the acquisitions were not material to the Company’s consolidated results of operation, individually or in the aggregate. |
GOODWILL_AND_INTANGIBLE_ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS - NET | |||||||||||||||
Goodwill by reportable segment was as follows: | ||||||||||||||||
North America | Europe | Russia | Total | |||||||||||||
Balance as of January 1, 2013 | $ | 16,643 | $ | 2,864 | $ | 3,191 | $ | 22,698 | ||||||||
Net effect of foreign currency exchange rate changes | (205 | ) | — | (225 | ) | (430 | ) | |||||||||
Balance as of December 31, 2013 | 16,438 | 2,864 | 2,966 | 22,268 | ||||||||||||
Acquisition of Netsoft (Note 2) | 2,749 | — | — | 2,749 | ||||||||||||
Acquisition of Jointech (Note 2) | — | 17,404 | — | 17,404 | ||||||||||||
Acquisition of GGA (Note 2) | 12,115 | — | — | 12,115 | ||||||||||||
Acquisition of Great Fridays (Note 2) | — | 6,947 | — | 6,947 | ||||||||||||
Goodwill written-off | — | — | (2,241 | ) | (2,241 | ) | ||||||||||
Net effect of foreign currency exchange rate changes | (224 | ) | (876 | ) | (725 | ) | (1,825 | ) | ||||||||
Balance as of December 31, 2014 | $ | 31,078 | $ | 26,339 | $ | — | $ | 57,417 | ||||||||
Excluded from the table above is the Other segment. As a result of an operating loss in the Other reporting unit for the three months ended June 30, 2011, the Company performed a goodwill impairment test. In assessing impairment in accordance with Accounting Standards Codification, (“ASC”) No. 350, “Intangibles-Goodwill and Other,” the Company determined that the fair value of the Other reporting unit, based on the total of the expected future discounted cash flows directly related to the reporting unit, was below the carrying value of the reporting unit. The Company completed the second step of the goodwill impairment test, resulting in an impairment charge of $1,697 in the Other operating segment. As of December 31, 2014, 2013 and 2012 the book value of the Other segment was $0. | ||||||||||||||||
The Company performed an annual goodwill impairment test as of October 31, 2014 in accordance with Accounting Standards Codification, (“ASC”) No. 350, “Intangibles-Goodwill and Other.” In assessing impairment both qualitatively and quantitatively based on the total of the expected future discounted cash flows directly related to the reporting unit, the Company determined that the fair value of the Russia reporting unit was below the carrying value of the reporting unit. The Company completed the second step of the goodwill impairment test, resulting in an impairment charge of $2,241 as of December 31, 2014. All existing assets that related to the Russia segment, excluding goodwill and including any unrecognized intangible assets, were assessed by management and deemed to not be impaired. | ||||||||||||||||
There were no accumulated impairments losses in North America or Europe operating segments as of December 31, 2014, 2013 or 2012. | ||||||||||||||||
As part of the Netsoft acquisition, substantially all of the employees of Netsoft accepted employment with the Company. The Company believes the amount of goodwill resulting from the allocation of purchase price to acquire Netsoft is attributable to the workforce of the acquired business. All of the goodwill was allocated to the Company’s U.S. operations and is presented within North America. | ||||||||||||||||
As part of the Jointech acquisition, substantially all of the employees of Jointech continued employment. The Company believes the amount of goodwill resulting from the allocation of purchase price to acquire Jointech is attributable to the workforce of the acquired business. Based on the determination of the reportable units, Jointech has been placed in the Europe reportable unit based on managerial responsibility and consistent with segment reporting. All of the goodwill was allocated to the Company’s UK operations and is presented within Europe segment. | ||||||||||||||||
As part of the GGA acquisition, substantially all of the employees of GGA accepted employment with the Company. The Company believes the amount of goodwill resulting from the allocation of purchase price to acquire GGA is attributable to the workforce of the acquired business. All of the goodwill was allocated to the Company’s U.S. operations and is presented within North America. | ||||||||||||||||
As part of the Great Fridays acquisition, substantially all of the employees of Great Fridays continued employment. The Company believes the amount of goodwill resulting from the allocation of purchase price to acquire Great Fridays is attributable to the workforce of the acquired business. All of the goodwill was allocated to the Company’s U.S. operations and is presented within North America. | ||||||||||||||||
2014 | ||||||||||||||||
Weighted average life at acquisition (in years) | Gross carrying amount | Accumulated amortization | Net | |||||||||||||
carrying amount | ||||||||||||||||
Client relationships | 10 | $ | 48,482 | $ | (4,664 | ) | $ | 43,818 | ||||||||
Trade name | 5 | 6,372 | (2,894 | ) | 3,478 | |||||||||||
Non-competition agreements | 5 | 813 | (420 | ) | 393 | |||||||||||
Total | $ | 55,667 | $ | (7,978 | ) | $ | 47,689 | |||||||||
2013 | ||||||||||||||||
Weighted average life at acquisition (in years) | Gross carrying amount | Accumulated amortization | Net | |||||||||||||
carrying amount | ||||||||||||||||
Client relationships | 9 | $ | 13,432 | $ | (4,885 | ) | $ | 8,547 | ||||||||
Trade name | 5 | 6,232 | (1,643 | ) | 4,589 | |||||||||||
Non-competition agreements | 5 | 848 | (250 | ) | 598 | |||||||||||
Total | $ | 20,512 | $ | (6,778 | ) | $ | 13,734 | |||||||||
2012 | ||||||||||||||||
Weighted average life at acquisition (in years) | Gross carrying amount | Accumulated amortization | Net | |||||||||||||
carrying amount | ||||||||||||||||
Client relationships | 9 | $ | 13,724 | $ | (3,640 | ) | $ | 10,084 | ||||||||
Trade name | 5 | 6,372 | (439 | ) | 5,933 | |||||||||||
Non-competition agreements | 5 | 881 | (64 | ) | 817 | |||||||||||
Total | $ | 20,977 | $ | (4,143 | ) | $ | 16,834 | |||||||||
All of the intangible assets have finite lives and as such are subject to amortization. Recognized amortization expense for the years ended December 31 is presented in the table below: | ||||||||||||||||
For the Years Ended December 31, | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Client relationships | $ | 3,843 | $ | 1,373 | $ | 627 | ||||||||||
Trade name | 1,319 | 1,222 | 333 | |||||||||||||
Non-competition agreements | 187 | 190 | 64 | |||||||||||||
Total | $ | 5,349 | $ | 2,785 | $ | 1,024 | ||||||||||
Estimated amortization expenses of the Company’s existing intangible assets for the next five years ending December 31, were as follows: | ||||||||||||||||
Amount | ||||||||||||||||
2015 | $ | 6,520 | ||||||||||||||
2016 | 6,383 | |||||||||||||||
2017 | 5,957 | |||||||||||||||
2018 | 5,032 | |||||||||||||||
2019 | 4,748 | |||||||||||||||
Thereafter | 19,049 | |||||||||||||||
Total | $ | 47,689 | ||||||||||||||
PREPAID_AND_OTHER_CURRENT_ASSE
PREPAID AND OTHER CURRENT ASSETS | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||||||||
PREPAID AND OTHER CURRENT ASSETS | PREPAID AND OTHER CURRENT ASSETS | ||||||||
Prepaid and other current assets consisted of the following: | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Taxes receivable | $ | 3,966 | $ | 7,295 | |||||
Prepaid expenses | 3,703 | 3,399 | |||||||
Security deposits under operating leases | 476 | 1,005 | |||||||
Prepaid equipment | 185 | 986 | |||||||
Unamortized software licenses and subscriptions | 454 | 981 | |||||||
Due from employees | 96 | 218 | |||||||
Other | 409 | 471 | |||||||
Total | $ | 9,289 | $ | 14,355 | |||||
EMPLOYEE_LOANS_AND_ALLOWANCE_F
EMPLOYEE LOANS AND ALLOWANCE FOR LOAN LOSSES | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Loans and Leases Receivable, Related Parties Disclosure [Abstract] | ||||||||
EMPLOYEE LOANS AND ALLOWANCE FOR LOAN LOSSES | EMPLOYEE LOANS AND ALLOWANCE FOR LOAN LOSSES | |||||||
In the third quarter of 2012, the Board of Directors of the Company approved the Employee Housing Program (the “Housing Program”), which assists employees in purchasing housing in Belarus in a form of a loan. The Housing Program was designed to be a retention mechanism for the Company’s employees in Belarus and is available to full-time qualified employees who have been with the Company for at least three years. The aggregate maximum lending limit of the program is $10,000, with individual loans not exceeding $50. The housing is sold directly to employees by independent third parties. In addition to the housing loans, the Company issues relocation loans in connection with intra-company transfers, as well as certain other individual loans. | ||||||||
During the year ended December 31, 2014, loans issued by the Company under the Housing Program were denominated in U.S. Dollars with a 5-year term and carried an interest rate of 7.5%. | ||||||||
At December 31, 2014 and December 31, 2013, categories of employee loans included in the loan portfolio were as follows: | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Housing loans | $ | 5,848 | $ | 5,896 | ||||
Relocation and other loans | 667 | 494 | ||||||
Total employee loans | 6,515 | 6,390 | ||||||
Less: | ||||||||
Allowance for loan losses | — | — | ||||||
Total loans, net of allowance for loan losses | $ | 6,515 | $ | 6,390 | ||||
There were no loans issued to principal officers, directors, or their affiliates during the years ended December 31, 2014, 2013 and 2012. | ||||||||
On a quarterly basis, the Company reviews the aging of its loan portfolio to evaluate information about the ability of employees to service their debt, including historical payment experience, reasons for payment delays and shortfalls, if any, as well as probability of collecting scheduled principal and interest payments based on the knowledge of individual borrowers, among other factors. | ||||||||
As of December 31, 2014 and December 31, 2013, there were no material past due or non-accrual employee loans. The Company determined no allowance for loan losses was required regarding its employee loans as of December 31, 2014 and December 31, 2013 and there were no movements in provision for loan losses during the years ended December 31, 2014, 2013 and 2012. |
RESTRICTED_CASH_AND_TIME_DEPOS
RESTRICTED CASH AND TIME DEPOSITS | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Cash and Cash Equivalents [Abstract] | ||||||||
RESTRICTED CASH AND TIME DEPOSITS | RESTRICTED CASH AND TIME DEPOSITS | |||||||
Restricted cash and time deposits consisted of the following: | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Time deposits | $ | — | $ | 1,188 | ||||
Short-term security deposits under customer contracts | — | 298 | ||||||
Long-term deposits under employee loan programs | 156 | 225 | ||||||
Long-term deposits under operating leases | — | — | ||||||
Total | $ | 156 | $ | 1,711 | ||||
There were no time deposits as of December 31, 2014. | ||||||||
Included in time deposits as of December 31, 2013, was a bank deposit of $1,188, which earned interest at the rate of 2.05%. The deposit matured on October 15, 2014. | ||||||||
At December 31, 2014 and 2013 short-term security deposits under customer contracts included fixed amounts placed in connection with bank guarantees to secure appropriate performance by the Company. The Company estimates the probability of non-performance under these contracts as remote therefore, no provision for losses has been recognized in respect of these amounts as of December 31, 2014 and 2013. | ||||||||
Also included in restricted cash as of December 31, 2014 and 2013 were deposits of $156 and $225, respectively, placed in connection with certain employee loan programs (See Note 16). |
PROPERTY_AND_EQUIPMENT_NET
PROPERTY AND EQUIPMENT - NET | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||
PROPERTY AND EQUIPMENT - NET | PROPERTY AND EQUIPMENT — NET | ||||||||||
Property and equipment consisted of the following: | |||||||||||
Useful Life | December 31, | December 31, | |||||||||
(in years) | 2014 | 2013 | |||||||||
Computer hardware | 3 | $ | 32,374 | $ | 29,884 | ||||||
Leasehold improvements | lease term | 6,287 | 5,903 | ||||||||
Furniture and fixtures | 7 | 7,348 | 5,688 | ||||||||
Purchased computer software | 3 | 3,606 | 5,042 | ||||||||
Office equipment | 7 | 5,043 | 4,679 | ||||||||
Building | 50 | 17,123 | 16,534 | ||||||||
Construction in progress (Note 16) | n/a | 17,885 | 15,749 | ||||||||
89,666 | 83,479 | ||||||||||
Less accumulated depreciation and amortization | (34,532 | ) | (30,164 | ) | |||||||
Total | $ | 55,134 | $ | 53,315 | |||||||
Depreciation and amortization expense related to property and equipment was $12,134, $12,335 and $9,858 for the years ended December 31, 2014, 2013 and 2012, respectively. |
ACCRUED_EXPENSES_AND_OTHER_LIA
ACCRUED EXPENSES AND OTHER LIABILITIES | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
ACCRUED EXPENSES AND OTHER LIABILITIES | ACCRUED EXPENSES AND OTHER LIABILITIES | ||||||||
Accrued expenses consisted of the following: | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Compensation | $ | 22,766 | $ | 13,674 | |||||
Acquisition related deferred consideration | 1,022 | — | |||||||
Subcontractor costs | 2,815 | 2,933 | |||||||
Professional fees | 1,162 | 947 | |||||||
Facilities costs | 757 | 334 | |||||||
Other | 3,681 | 2,287 | |||||||
Total | $ | 32,203 | $ | 20,175 | |||||
TAXES_PAYABLE
TAXES PAYABLE | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Taxes Payable, Current [Abstract] | |||||||||
TAXES PAYABLE | TAXES PAYABLE | ||||||||
Current taxes payable consisted of the following: | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Corporate profit tax | $ | 7,982 | $ | 3,717 | |||||
Value added taxes | 6,279 | 5,975 | |||||||
Payroll, social security, and other taxes | 10,443 | 4,479 | |||||||
Total | $ | 24,704 | $ | 14,171 | |||||
As of December 31, 2013, long-term taxes payable included amounts for unrecognized tax benefits and related interest. As of December 31, 2014, there were no long-term taxes payable. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
INCOME TAXES | INCOME TAXES | ||||||||||||
Income before provision for income taxes shown below was based on the geographic location to which such income was attributed as follows: | |||||||||||||
For the Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Income before income tax expense: | |||||||||||||
Domestic | $ | (7,229 | ) | $ | 7,001 | $ | 9,291 | ||||||
Foreign | 94,182 | 69,769 | 56,572 | ||||||||||
Total | $ | 86,953 | $ | 76,770 | $ | 65,863 | |||||||
For the Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Income tax expense (benefit) consists of: | |||||||||||||
Current | |||||||||||||
Federal | $ | 7,741 | $ | 6,150 | $ | 6,881 | |||||||
State | 338 | 310 | 319 | ||||||||||
Foreign | 12,504 | 8,275 | 7,969 | ||||||||||
Deferred | |||||||||||||
Federal | (3,979 | ) | (668 | ) | (625 | ) | |||||||
State | (43 | ) | 14 | 24 | |||||||||
Foreign | 751 | 695 | (3,189 | ) | |||||||||
Total | $ | 17,312 | $ | 14,776 | $ | 11,379 | |||||||
Deferred tax assets and liabilities are provided for the effects of temporary differences between the tax basis of an asset and liability and its reported amount in the consolidated balance sheets. These temporary differences result in taxable or deductible amounts in future years. | |||||||||||||
The components of the Company’s deferred tax assets and liabilities were as follows: | |||||||||||||
December 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets: | |||||||||||||
Fixed assets | $ | 181 | $ | 732 | |||||||||
Intangible assets | 3,789 | 4,532 | |||||||||||
Accrued expenses | 1,282 | 3,488 | |||||||||||
Net operating loss carryforward | 844 | — | |||||||||||
Deferred revenue | 4,328 | 2,050 | |||||||||||
Stock-based compensation | 6,994 | 407 | |||||||||||
Valuation allowance | (149 | ) | — | ||||||||||
Restricted stock options | 2 | 1,336 | |||||||||||
Other assets | 30 | 680 | |||||||||||
Deferred tax assets | 17,301 | 13,225 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Fixed assets | 800 | 804 | |||||||||||
Accrued revenue and expenses | 635 | 846 | |||||||||||
Deferred inter-company gain | 405 | 405 | |||||||||||
Equity compensation | 7,013 | 1,593 | |||||||||||
Other liabilities | 24 | 254 | |||||||||||
Deferred tax liability | 8,877 | 3,902 | |||||||||||
Net deferred tax asset | $ | 8,424 | $ | 9,323 | |||||||||
At December 31, 2014, the Company had current and non-current deferred tax assets of $2,496 and $11,094, respectively, and current and non-current tax liabilities of $603 and $4,563, respectively. At December 31, 2013, the Company had current and non-current deferred tax assets of $5,392 and $4,557, respectively, and current and non-current tax liabilities of $275 and $351, respectively. | |||||||||||||
At December 31, 2014, the Company has a net operating loss in China and Singapore related to the acquisition of Jointech. This net operating loss will be utilized prior to its expiration. No provision has been made for U.S. or non-U.S. income taxes on the undistributed earnings of subsidiaries or for unrecognized deferred tax liabilities for temporary differences related to basis differences in investments in subsidiaries, as such earnings are expected to be permanently reinvested, the investments are essentially permanent in duration, or the Company has concluded that no additional tax liability will arise as a result of the distribution of such earnings. As of December 31, 2014, certain subsidiaries had approximately $340.5 million of undistributed earnings that we intend to permanently reinvest. A liability could arise if our intention to permanently reinvest such earnings were to change and amounts are distributed by such subsidiaries or if such subsidiaries are ultimately disposed. It is not practicable to estimate the additional income taxes related to permanently reinvested earnings or the basis differences related to investments in subsidiaries. | |||||||||||||
The provision for income taxes differs from the amount of income tax determined by applying the applicable US statutory federal income tax rate to pretax income as follows: | |||||||||||||
For the Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Statutory federal tax | $ | 29,564 | $ | 26,102 | $ | 22,393 | |||||||
Increase/ (decrease) in taxes resulting from: | |||||||||||||
State taxes, net of federal benefit | 311 | 368 | 280 | ||||||||||
Provision adjustment for current year uncertain tax position | (1,220 | ) | — | — | |||||||||
Effect of permanent differences | 8,589 | 2,524 | 2,177 | ||||||||||
Stock-based compensation | 3,782 | 1,948 | 1,165 | ||||||||||
Rate differential between U.S. and foreign | (24,772 | ) | (17,279 | ) | (14,472 | ) | |||||||
Change in foreign tax rate | 754 | (59 | ) | 148 | |||||||||
Change in valuation allowance | 149 | 489 | (489 | ) | |||||||||
Other | 155 | 683 | 177 | ||||||||||
Provision for income taxes | $ | 17,312 | $ | 14,776 | $ | 11,379 | |||||||
On September 22, 2005, the president of Belarus signed the decree “On the High-Technologies Park” (the “Decree”). The Decree is aimed at boosting the country’s high-technology sector. The Decree stipulates that member technology companies have a 100% exemption from Belarusian income tax of 18% effective July 1, 2006. The Decree is in effect for a period of 15 years from July 1, 2006. | |||||||||||||
The Company’s subsidiary in Hungary benefits from a tax credit of 10% of annual qualified salaries, taken over a 4-year period, for up to 70% of the total tax due for that period. The Company has been able to take the full 70% credit for 2008 - 2014. The Hungarian tax authorities repealed the tax credit beginning with 2012. However, credits earned in the years prior to 2012, will be allowed to be used through 2014. The Company has utilized the 70% limit through 2014. | |||||||||||||
The aggregate dollar benefits derived from these tax holidays approximated $16.8 million, $9.7 million and $8.5 million for the years ended December 31, 2014, 2013 and 2012, respectively. The benefit the tax holiday had on diluted net income per share approximated $0.34, $0.20 and $0.19 for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||
The liability for unrecognized tax benefits is included in income tax liability within the consolidated balance sheets at December 31, 2014 and 2013. At December 31, 2014 and 2013, the total amount of gross unrecognized tax benefits (excluding the federal benefit received from state tax positions) was $200 and $1,271, respectively, (excluding penalties and interest of $12 and $189, respectively). Of this total, $212 and $1,328, respectively, (net of the federal benefit on state tax issues) represents the amount of unrecognized tax benefits that, if recognized, would favorably affect the effective tax rate in future periods. | |||||||||||||
The Company’s policy is to recognize interest and penalties related to uncertain tax positions as a component of its provision for income taxes. The total amount of accrued interest and penalties resulting from such unrecognized tax benefits was $12, $189 and $125 at December 31, 2014, 2013 and 2012, respectively. | |||||||||||||
The beginning to ending reconciliation of the gross unrecognized tax benefits were as follows: | |||||||||||||
For the Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Gross Balance at January 1 | $ | 1,271 | $ | 1,271 | $ | 1,271 | |||||||
Increases in tax positions in current year | — | — | — | ||||||||||
Increases in tax positions in prior year | — | — | — | ||||||||||
Decreases due to settlement | (1,071 | ) | — | — | |||||||||
Balance at December 31 | $ | 200 | $ | 1,271 | $ | 1,271 | |||||||
There were no tax positions for which it was reasonably possible that unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date. | |||||||||||||
The Company files income tax returns in the United States and in various states, local and foreign jurisdictions. The Company’s significant tax jurisdictions are the U.S. Federal, Pennsylvania, Canada, Russia, Denmark, Germany, Ukraine, the United Kingdom, Hungary, Switzerland and Kazakhstan. As a result of 2014 acquisitions, the Company has an additional filing responsibility in Singapore, Hong Kong and China. The tax years subsequent to 2010 remain open to examination by the Internal Revenue Service. Generally, the tax years subsequent to 2010 remain open to examination by various state and local taxing authorities and various foreign taxing authorities. |
EMPLOYEE_BENEFITS
EMPLOYEE BENEFITS | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
EMPLOYEE BENEFITS | EMPLOYEE BENEFITS |
The Company has established a 401(k) retirement plan, which is a tax-qualified self-funded retirement plan covering substantially all of the Company’s U.S. employees. Under this plan, employees may elect to defer their current compensation by up to the statutory limit. Effective January 1, 2013, the Company provides discretionary matching contributions to the plan up to a maximum of 2.0% of the employee’s eligible compensation. Employer contributions charged to expense for the years ended December 31, 2014 and 2013, were $549 and $404, respectively. The Company does not maintain any defined benefit pension plans or any nonqualified deferred compensation plans. |
LONGTERM_DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT |
Revolving Line of Credit — On January 15, 2013, the Company entered into a revolving loan agreement (the “2013 Credit Facility”) with PNC Bank, National Association (the “Bank”). Under the agreement, the Company’s maximum borrowing capacity was set at $40,000. Advances under the 2013 Credit Facility accrued interest at an annual rate equal to the London Interbank Offer Rate, or LIBOR, plus 1.25%. | |
On September 12, 2014, the Company terminated the 2013 Credit Facility and entered into a new credit facility (the “2014 Credit Facility”) with PNC Bank, National Association; Santander Bank, N.A; and Silicon Valley Bank (collectively the “Lenders”). The 2014 Credit Facility provides for a borrowing capacity of $100,000, with potential to increase the credit facility up to $200,000 if certain conditions are met. The 2014 Credit Facility matures on September 12, 2019. | |
Borrowings under the 2014 Credit Facility may be denominated in U.S. dollars or, up to a maximum of $50,000 in British pounds sterling, Canadian dollars, euros or Swiss francs (or other currencies as may be approved by the lenders). Borrowings under the 2014 Credit Facility bear interest at either a base rate or Euro-rate plus a margin based on the Company’s leverage ratio. Base rate is equal to the highest of (a) the Federal Funds Open Rate, plus 0.5%, (b) the Prime Rate, and (c) the Daily LIBOR Rate, plus 1.0%. | |
The 2014 Credit Facility is secured by: (a) all tangible and intangible assets of the Company, and its U.S.-based subsidiaries including all accounts, general intangibles, intellectual property rights and equipment; and (b) all of the outstanding shares of capital stock and other equity interests in U.S.-based subsidiaries of the Company, and 65% of the outstanding shares of capital stock and other equity interests in certain of the Company’s foreign subsidiaries. | |
As of December 31, 2014, the borrowing capacity of the Company under the 2014 Credit Facility was $100,000. | |
The 2014 Credit Facility contains customary affirmative and negative covenants, including financial and coverage ratios. As of December 31, 2014, the Company was in compliance with all debt covenants as of that date. | |
As of December 31, 2014, the Company had no outstanding debt under the 2014 Credit Facility. |
COMMON_AND_PREFERRED_STOCK
COMMON AND PREFERRED STOCK | 12 Months Ended | ||
Dec. 31, 2014 | |||
Equity [Abstract] | |||
COMMON AND PREFERRED STOCK | COMMON AND PREFERRED STOCK | ||
On January 19, 2012, the Company effected an 8-for-1 stock split of the Company’s common stock, on which date the number of authorized common and preferred stock was increased to 160,000,000 and 40,000,000 shares, respectively. All shares of common stock, options to purchase common stock and per share information presented in the consolidated financial statements have been adjusted to reflect the stock split on a retroactive basis for all periods presented. There was no change in the par value of the Company’s common stock. The ratio by which the then outstanding shares of Series A-1 Preferred, Series A-2 Preferred and Series A-3 Preferred Stock were convertible into shares of common stock was adjusted to reflect the effects of the common stock split, such that each share of preferred stock was convertible into eight shares of common stock. | |||
In February 2012, the Company completed an initial public offering of 6,900,000 shares of its common stock, which included 900,000 shares of common stock sold by the Company pursuant to an over-allotment option granted to the underwriters, which were sold at a price to the public of $12.00 per share. The offering commenced on February 7, 2012 and closed on February 13, 2012. Of the 6,900,000 shares of common stock sold, the Company issued and sold 2,900,000 shares of common stock and its selling stockholders sold 4,000,000 shares of common stock, resulting in gross proceeds to the Company of $34,800 and $28,969 in net proceeds after deducting underwriting discounts and commissions of $2,436 and offering expenses of $3,395. The Company did not receive any proceeds from the sale of common stock by the selling stockholders. | |||
On August 20, 2010, the Company entered into an agreement with Instant Information Inc. to issue shares of common stock to Instant Information Inc. as consideration for the acquisition of the assets of Instant Information Inc. subject to achievement of certain financial milestones or upon completion of an initial public offering by the Company. A total of 53,336 shares of common stock were issued to Instant Information Inc. upon completion of the Company’s initial public offering for an aggregate value of $640, which was expensed during the first quarter of 2012. | |||
Upon the closing of the initial public offering, all outstanding Series-A1 and Series-A2 convertible redeemable preferred stock, and Series A3 convertible preferred stock were converted into a total of 21,840,128 shares of common stock, as shown in the table below. | |||
Conversion Shares | |||
Series A-1 Convertible Redeemable Preferred Stock | 16,439,480 | ||
Series A-2 Convertible Redeemable Preferred Stock | 3,078,432 | ||
Series A-3 Convertible Preferred Stock | 2,322,216 | ||
Total | 21,840,128 | ||
Series A-1 Convertible Redeemable Preferred Stock (“Series A-1 Preferred”) — On January 20, 2006, Siguler Guff LLC, a New York based private equity investment firm, acting through its affiliated investment funds Russia Partners II LP (“RPII”) and Russia Partners EPAM Fund LP (“RPE”), purchased 657,354 shares of Series A-1 Preferred at $12.17 per share or $8,000. At the same time, RPII and RPE also acquired 11,180,648 shares of the Company’s common stock from existing holders, and the Company enabled RPII and RPE to convert such shares into 1,397,581 shares of Series A-1 Preferred. The difference between the share price of the Series A-1 Preferred ($12.17 per share) and the common stock ($1.13 per share) exchanged of $6,803 has been recorded as a deemed dividend. The Company accreted the 12.5% compounded annual rate of return through April 15, 2010, in accordance with the redemption provision as detailed below. There was no accretion for the years ended December 31, 2014, 2013 and 2012. The ending redemption value was $41,245 at December 31, 2011. | |||
The terms of the Series A-1 Preferred were as follows: | |||
Dividends — No dividends will be paid on the Series A-1 Preferred unless dividends are paid on common stock. | |||
Liquidation — Before any payment to the common stockholders, the Series A-1 Preferred will receive their purchase price of the Series A-1 Preferred ($12.17 per share) plus a 12.5% compounded annual rate of return on the purchase price. | |||
If the assets distributable to the holders of the Series A Preferred upon a liquidation are insufficient to pay the full Series A-1, A-2 and A-3 Preferred liquidation amounts, then such assets or the proceeds shall be distributed among the holders of the Series A-1, A-2 and A-3 Preferred ratably in proportion to the respective amount to which they otherwise would be entitled. | |||
The liquidation amount is equal to the carrying value for all periods presented. | |||
Redemption — At any time after January 1, 2011, if the Company has not affected a qualified public offering, as defined, the holders of at least a majority of the then outstanding shares of Series A-1 Preferred, voting together as a separate class, may by written request, require the Company to redeem all or any number of shares of the Series A-1 Preferred in four equal semi-annual installments beginning thirty calendar days from the date of the redemption election and ending on the date one and one-half years after such date. The Company shall affect such redemptions on the applicable redemption date by paying in cash in exchange for each share of Series A-1 Preferred to be redeemed then outstanding an amount equal to the Series A-1 Preferred liquidation amount ($12.17 per share plus a 12.5% compounded annual rate of return) on such redemption date. | |||
Pursuant to section 6.8 of the Series A-3 convertible preferred stock purchase agreement, the 12.5% compounded annual return related to the Series A-1 Preferred, which has been part of the Series A-1 liquidation amount, ceases after the date of issuance of the Series A-3 Preferred. EPAM terminated the accretion related to this liquidation amount on or about April 15, 2010. | |||
Voting — Each holder of a share of Series A-1 Preferred shall be entitled to voting rights and powers equal to the voting rights and powers of the common stock (except as otherwise expressly provided or as required by law) voting together with the common stock as a single class on an as-converted to common stock basis. Each share of Series A-1 Preferred (including fractional shares) shall be entitled to one vote for each whole share of common stock that would be issuable upon conversion of such shares on the record date for determining eligibility to participate in the action being taken. | |||
Conversion Rights — Any holder of Series A-1 Preferred may convert any share of Series A-1 Preferred held by such holder into a number of shares of common stock determined by dividing (i) the Series A-1 Preferred purchase price ($12.17 per share) by (ii) the Series A-1 conversion price then in effect. The initial conversion price for the Series A-1 Preferred (the “Series A-1 Conversion Price”) shall be equal to the purchase price ($12.17 per share). The Series A-1 Conversion Price from time to time in effect is subject to adjustment, as defined. Each share of Series A-1 Preferred shall automatically be converted into shares of common stock at the then effective applicable Series A-1 Conversion Price upon the earliest of (i) the date specified by vote or written consent or agreement of holders of at least a majority of the shares of Series A-1 Preferred then outstanding, (ii) effective immediately before a qualified public offering, as defined, or (iii) effective upon the closing of a liquidation or a reorganization event, as defined, that results in the receipt of a per share amount of cash proceeds or non-cash property valued equal to or greater than the Series A-1 Preferred liquidation amount, as defined. | |||
Series A-2 Convertible Redeemable Preferred Stock (“Series A-2 Preferred”) — On February 19, 2008, the Company completed a private placement and raised net proceeds of $47,601 ($50,000 gross less $2,399 costs) from the sale of 675,081 shares of Series A-2 Preferred at a sale price of $74.07 per share. There was no annual accretion for the years ended December 31, 2014, 2013 and 2012. There was no ending carrying value at December 31, 2014, 2013 and 2012, respectively. | |||
In connection with this private placement, the Company designated the Series A-2 Preferred as a new series of preferred stock and renamed the existing series of shares of Series A preferred stock as Series A-1 Preferred. | |||
On January 19, 2010, the Company entered into a stock repurchase agreement with certain stockholders to repurchase 290,277 of Series A-2 Convertible Redeemable Preferred Stock at a per share price of $51.85 for a total consideration of $15,050. On November 10, 2010, Board of Directors of the Company voted to retire these shares. | |||
The Series A-2 Preferred shares had the following rights and preferences: | |||
Dividends — No dividends will be paid on the Series A-2 Preferred unless dividends are paid on common stock. | |||
Liquidation — Before any payment to the common stockholders, the Series A-2 Preferred holders will receive their liquidation preference. | |||
In the event of any liquidation that values 100% of the equity securities of the Company on a fully-diluted basis at an amount that is less than the Series A-2 post-money valuation, as defined, the holders of shares of Series A-2 Preferred shall be entitled to receive either their per share purchase price of the Series A-2 Preferred ($74.07) plus a 12.5% compounded annual rate of return if the purchase price is less than the percentage ceiling amount, defined for purposes of liquidation as 17.1% of cash proceeds or non-cash property received by the Company in the event of any liquidation, or the greater of (1) $74.07 per share and (2) the percentage ceiling amount. | |||
In the event of liquidation that values 100% of the equity securities of the Company on a fully-diluted basis at an amount that is equal to or greater than the Series A-2 post-money valuation, as defined, the holders of shares of Series A-2 Preferred shall be entitled to receive either their per share purchase price of the Series A-2 Preferred ($74.07) plus a 12.5% to 18% compounded annual rate of return on the purchase price, if greater than the percentage ceiling amount, or the percentage ceiling amount. | |||
If the assets distributable to the holders of the Series A Preferred upon a liquidation are insufficient to pay the full Series A-1, A-2 and A-3 Preferred liquidation amounts, then such assets or the proceeds shall be distributed among the holders of the Series A-1, A-2 and A-3 Preferred ratably in proportion to the respective amount to which they otherwise would be entitled. | |||
Redemption — At any time before January 1, 2011, if the Company has not effected a qualified public offering, as defined, the holders of at least a majority of the then outstanding shares of Series A-2 Preferred, may, by written request, require the Company to redeem all or any number of shares of the Series A-2 Preferred in three equal installments payable no later than the 12th, 18th and 24th month following the date of the redemption election. The Company shall effect such redemptions on the applicable redemption date by paying in cash in exchange for each shares of Series A-2 Preferred to be redeemed then outstanding, a per share amount equal to the lesser of (x) an amount that would provide a compounded annual return of 12.5% from the date of initial issuance date and (y) the percentage ceiling amount. At any time on or after January 1, 2011, the redemption per share amount is equal to the lesser of (x) the hurdle amount, an amount that would provide an annual IRR, as defined, from the initial issuance date of such share of at least 17%, provided, however, that the hurdle amount, as defined, shall cease to compound after December 31, 2010 and (y) the percentage ceiling amount, as defined. The percentage ceiling amount means, initially, 17.1% and thereafter adjusted pro rata for any changes in the percentage of capital stock of the Company owned by the holders of shares of Series A-2 Preferred (on a fully diluted basis) multiplied by the aggregate value of all Common Stock (assuming conversion of the Series A Preferred) as reasonably determined by the Board in good faith. | |||
Voting — Each holder of a Series A-2 Preferred shall be entitled to voting rights and powers equal to the voting rights and powers of common stock (except as otherwise expressly provided or as required by law) voting together with the common stock as a single class on an as-converted to common stock basis. Each share of Series A-2 Preferred (including fractional shares) shall be entitled to one vote for each whole share of common stock that would be issuable upon conversion of such shares on the record date for determining eligibility to participate in the action being taken. | |||
Conversion rights — Any holder of Series A-2 Preferred may convert any share of Series A-2 Preferred held by such holder into a number of shares of common stock determined by dividing (i) the Series A-2 Preferred purchase price ($74.07 per share) by (ii) the Series A-2 conversion price then in effect. The initial conversion price for the Series A-2 Preferred (the “Series A-2 Conversion Price”) shall be equal to the purchase price ($74.07 per share). The Series A-2 Conversion Price from time in effect is subject to adjustment, as defined. Each share of Series A-2 Preferred shall automatically be converted into shares of common stock at the then effective applicable Series A-2 Conversion Price upon the earliest of (i) the date specified by vote or written consent or agreement of holders of at least a majority of the shares of Series A-2 Preferred then outstanding, (ii) effective immediately before a qualified public offering, as defined. or (iii) effective upon the closing of a liquidation or a reorganization event, as defined, that results in the receipt per share of amount of cash proceeds or non-cash property valued equal to or greater than, the lesser of (x) their purchase price of the Series A-2 Preferred ($74.07 per share) plus a 12.5% compounded annual rate of return on the purchase price and (y) the percentage ceiling amount, as defined. | |||
Registration Rights — The holders of at least majority of the Series A-2 Preferred holders, may, by written request, require the Company to file a registration statement with certain limitations. | |||
Series A-3 Convertible Preferred Stock (“Series A-3 Preferred”) — On April 15, 2010, the Company created and issued 290,277 shares of Series A-3 Preferred at $51.85 per share, for a total consideration of $14,971, net of costs. | |||
The Series A-3 Preferred had the following rights and preferences: | |||
Dividends — No dividends will be paid on the Series A-3 Preferred unless dividends are paid on common stock. | |||
Liquidation — Before any payment to the common stockholders, the Series A-3 Preferred holders will receive their liquidation preference. | |||
In the event of liquidation that values 100% of the equity securities of the Company on a fully-diluted basis at an amount that is equal to or greater than the Series A-3 liquidation amount, as defined, the holders of shares of Series A-3 Preferred shall be entitled to receive their pro rata portion based on the per share amount available to common stockholders. | |||
If the assets distributable to the holders of the Series A Preferred upon a liquidation are insufficient to pay the full Series A-1, A-2 and A-3 Preferred liquidation amounts, then such assets or the proceeds shall be distributed among the holders of the Series A-1, A-2 and A-3 Preferred ratably in proportion to the respective amount to which they otherwise would be entitled. | |||
The liquidation amount is equal to the carrying value for all periods presented. | |||
Voting — Each holder of a Series A-3 Preferred shall be entitled to voting rights and powers equal to the voting rights and powers of common stock (except as otherwise expressly provided or as required by law) voting together with the common stock as a single class on an as-converted to common stock basis. Each share of Series A-3 Preferred (including fractional shares) shall be entitled to one vote for each whole share of common stock that would be issuable upon conversion of such shares on the record date for determining eligibility to participate in the action being taken. | |||
Conversion rights — Any holder of Series A-3 Preferred may convert any share of Series A-3 Preferred held by such holder into a number of shares of common stock determined by dividing (i) the Series A-3 Preferred purchase price ($51.85 per share) by (ii) the Series A-3 conversion price then in effect. The initial conversion price for the Series A-3 Preferred (the “Series A-3 Conversion Price”) shall be equal to the purchase price ($51.85 per share). The Series A-3 Conversion Price from time in effect is subject to adjustment, as defined. Each share of Series A-3 Preferred shall automatically be converted into shares of common stock at the then effective applicable Series A-3 Conversion Price upon the earliest of (i) the date specified by vote or written consent or agreement of holders of at least a majority of the shares of Series A-3 Preferred then outstanding, (ii) effective immediately before a qualified public offering, as defined, or (iii) effective upon the closing of a liquidation or a reorganization event, as defined. | |||
Registration Rights — The holders of at least a majority of the Series A-3 Preferred holders, may, by written request, require the Company to file a registration statement with certain limitations. | |||
Treasury Stock — During the years ended December 31, 2014 and 2012, the Company issued treasury stock in connection with acquisitions completed in 2014 and 2012 (See Note 2). During 2012, the Company retired 38,792 shares of its treasury stock. |
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION | ||||||||||||
The following costs related to the Company’s stock compensation plans were included in the consolidated statements of income and comprehensive income: | |||||||||||||
For the Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Cost of revenues | $ | 8,648 | $ | 4,823 | $ | 2,809 | |||||||
Selling, general and administrative expenses | 15,972 | 8,327 | 4,017 | ||||||||||
Total | $ | 24,620 | $ | 13,150 | $ | 6,826 | |||||||
Equity Plans | |||||||||||||
During the second quarter of 2013, the Company finalized the fair values of the net assets acquired from Empathy Lab. As a result, the Company issued an additional 1,483 shares of unvested (“restricted”) common stock to the sellers of Empathy Lab on July 11, 2013 to settle the difference between the initial number of shares issued upon acquisition and the total number of shares due in connection with this transaction. The shares vest 33.33% on each of the first, second and third anniversaries of the closing date. Upon termination of the recipient’s services with the Company with Cause or without Good Reason (in each case, as defined in the escrow agreement), any unvested shares will be forfeited. The fair value of the restricted shares at the time of grant was $42. | |||||||||||||
2012 Non-Employee Directors Compensation Plan — On January 11, 2012, the Company approved the 2012 Non-Employee Directors Compensation Plan (“2012 Directors Plan”) to be used to issue equity grants to its non-employee directors. The Company authorized 600,000 shares of common stock to be reserved for issuance under the plan. The 2012 Directors Plan will expire after 10 years and is administered by the Company’s Board of Directors. | |||||||||||||
2012 Long-Term Incentive Plan — On January 11, 2012, the Company approved the 2012 Long-Term Incentive Plan (“2012 Plan”) to be used to issue equity grants to company personnel. As of December 31, 2014, 4,785,761 shares of common stock remained available for issuance under the 2012 Plan. This includes (i) any shares that were available for issuance under the 2006 Plan (as defined below) as of its discontinuance date and that became available for issuance under the 2012 Plan and (ii) any shares that were subject to outstanding awards under the 2006 Plan and have expired or terminated or were cancelled between the discontinuance date of the 2006 Plan and December 31, 2014 and therefore became available for issuance under the 2012 Plan. In addition, up to 1,743,034 shares that are subject to outstanding awards as of December 31, 2014 under the 2006 Plan and that expire or terminate for any reason prior to exercise or that would otherwise have returned to the 2006 Plan’s share reserve under the terms of the 2006 Plan will be available for awards to be granted under the 2012 Plan. | |||||||||||||
2006 Stock Option Plan — Effective May 31, 2006, the Board of Directors of the Company adopted the 2006 Stock Option Plan (the “2006 Plan”). The 2006 Plan permitted the granting of options to directors, employees, and certain independent contractors. The Compensation Committee of the Board of Directors generally had the authority to select individuals who were to receive options and to specify the terms and conditions of each option so granted, including the number of shares covered by the option, the exercise price, vesting provisions, and the overall option term. In January 2012, the 2006 Plan was discontinued; however, outstanding awards remain subject to the terms of the 2006 Plan and any shares that are subject to an option award that was previously granted under the 2006 Plan and that will expire or terminate for any reason prior to exercise will become again available for issuance under the 2012 Plan. All of the options issued pursuant to the 2006 Plan expire 10 years from the date of grant. | |||||||||||||
Stock Options | |||||||||||||
Stock option activity under the Company’s plans is set forth below: | |||||||||||||
Number of | Weighted Average | Aggregate | |||||||||||
Options | Exercise Price | Intrinsic Value | |||||||||||
Options outstanding at January 1, 2012 | 6,595,136 | $ | 4.65 | $ | 48,447 | ||||||||
Options granted | 1,443,810 | 16.8 | 1,877 | ||||||||||
Options exercised | (1,552,742 | ) | 3.53 | (22,623 | ) | ||||||||
Options forfeited/cancelled | (189,495 | ) | 11.35 | (1,279 | ) | ||||||||
Options outstanding at December 31, 2012 | 6,296,709 | $ | 7.51 | $ | 66,682 | ||||||||
Options granted | 1,987,952 | 23.6 | 22,543 | ||||||||||
Options exercised | (2,156,898 | ) | 4.31 | (66,066 | ) | ||||||||
Options forfeited/cancelled | (304,227 | ) | 11.5 | (7,131 | ) | ||||||||
Options outstanding at December 31, 2013 | 5,823,536 | $ | 13.99 | $ | 122,003 | ||||||||
Options granted | 2,400,500 | 32.51 | 36,584 | ||||||||||
Options exercised | (1,171,097 | ) | 9.05 | (45,321 | ) | ||||||||
Options forfeited/cancelled | (214,193 | ) | 25.33 | (4,802 | ) | ||||||||
Options outstanding at December 31, 2014 | 6,838,746 | $ | 20.98 | $ | 183,073 | ||||||||
Options vested and exercisable at December 31, 2014 | 2,406,016 | $ | 9.83 | $ | 91,236 | ||||||||
Options expected to vest | 4,074,226 | $ | 26.82 | $ | 85,274 | ||||||||
The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model. The Company recognizes the fair value of each option as compensation expense ratably using the straight-line method over the service period (generally the vesting period). The Black-Scholes model incorporates the following assumptions: | |||||||||||||
a. Expected volatility — the Company estimated the volatility of its common stock at the date of grant using historical volatility of peer public companies for the year ended December 31, 2011. In order to compare volatilities for different interval lengths, the Company expresses volatility in annual terms. The Company applied the same approach regarding the stock options issued in 2014 and 2013 due to insufficiency of historical volatility data of its stock prices at the time of grant. The expected volatility was 46% in the year ended December 31, 2014, 2013 and 2012. | |||||||||||||
b. Expected term — the Company estimates the expected term of options granted using the simplified method of determining expected term as outlined in SEC Staff Accounting Bulletin 107 as used for grants. The expected term was 6.20 years in 2014, 6.24 years in 2013, and 6.25 years in 2012. | |||||||||||||
c. Risk-free interest rate — the Company estimates the risk-free interest rate using the U.S. Treasury yield curve for periods equal to the expected term of the options in effect at the time of grant. The risk-free rate was approximately 2.01%, 1.41% and 1.13% in 2014, 2013 and 2012, respectively. | |||||||||||||
d. Dividends — the Company uses an expected dividend yield of zero since it has never declared or paid any dividends on its common stock. The Company intends to retain any earnings to fund future growth and the operation of its business and, therefore, does not anticipate paying any cash dividends in the foreseeable future. | |||||||||||||
Additionally, the Company estimates forfeitures at the time of grant and revises those estimates in subsequent periods if actual forfeitures differ from those estimates. It uses a combination of historical data and other factors to estimate pre-vesting option forfeitures and record share-based compensation expense only for those awards that are expected to vest. | |||||||||||||
Aggregate grant-date fair value of stock options issued under the 2012 Plan during the year ended December 31, 2014 was $33,004. The options typically vest over four years from the time of grant. | |||||||||||||
As of December 31, 2014, a total of 1,554 shares underlying options exercised through December 31, 2014, were in transfer with the Company’s transfer agent. | |||||||||||||
As of December 31, 2014, total remaining unrecognized compensation cost related to unvested stock options, net of forfeitures, was approximately $41,669, and is expected to be recognized over a weighted-average period of 1.9 years. The weighted average remaining contractual term of the outstanding options as of December 31, 2014 was 5.1 years for fully vested and exercisable options and 8.6 years for options expected to vest, respectively. | |||||||||||||
Other Awards | |||||||||||||
Other awards include awards of restricted stock and restricted stock units (“RSUs”) under the Company’s 2012 Directors Plan and 2012 Plan, as well as certain other individual awards. In addition, the Company has in the past, and may in the future, issue its equity securities to compensate employees of acquired businesses for future services, upon such terms and at such prices as it deems appropriate. Equity-based awards granted in connection with acquisitions of businesses are generally issued in the form of service-based awards and performance-based awards. The awards issued in connection with acquisitions of businesses are subject to the terms and conditions contained in the applicable award agreement and acquisition documents. Summarized activity related to the Company’s service-based awards for the years ended December 31, 2014, 2013 and 2012 was as follows: | |||||||||||||
Number of | Weighted Average Grant Date | ||||||||||||
Shares | Fair Value Per Share | ||||||||||||
Unvested service-based awards outstanding at January 1, 2012 | — | $ | — | ||||||||||
Awards granted | 757,272 | 17.15 | |||||||||||
Awards vested | (97,400 | ) | 12 | ||||||||||
Unvested service-based awards outstanding at December 31, 2012 | 659,872 | $ | 17.92 | ||||||||||
Awards granted | 15,524 | 23.69 | |||||||||||
Awards vested | (330,468 | ) | 17.33 | ||||||||||
Unvested service-based awards outstanding at December 31, 2013 | 344,928 | $ | 18.74 | ||||||||||
Awards granted | 523,220 | 40.41 | |||||||||||
Awards vested | (217,668 | ) | 17.84 | ||||||||||
Awards forfeited/cancelled | (17,038 | ) | 21.14 | ||||||||||
Unvested service-based awards outstanding at December 31, 2014 | 633,442 | $ | 36.88 | ||||||||||
For the year ended December 31, 2014, the Company issued a total of 7,738 shares of unvested (“restricted”) common stock under its 2012 Non-Employee Directors Compensation Plan with an aggregate grant date fair value of $325. As of December 31, 2014, aggregate unrecognized compensation expense was $282. This cost is expected to be recognized over the next 1.6 years using the weighted average method. | |||||||||||||
For the year ended December 31, 2014, the Company issued a total of 70,500 RSUs to certain key management personnel under the 2012 Plan. The fair value of the RSUs at the time of the grants was $2,295. As of December 31, 2014, the aggregate unrecognized compensation expense for these RSUs was $1,643. This cost is expected to be recognized over the next 2.2 years using the weighted average method. | |||||||||||||
For the year ended December 31, 2014, the Company granted a total of 444,982 service-based awards in connection with the acquisitions of businesses completed during that period. The aggregate grant date fair value of the awards was $18,471. As of December 31, 2014, a total of 545,379 shares underlying service-based awards with an aggregate fair value of $20,544 were unvested and outstanding in connection with the Company’s acquisitions activity. This cost is expected to be recognized over the next 1.7 years using the weighted average method. | |||||||||||||
During the year ended December 31, 2014, the Company initiated granting performance-based awards in connection with the acquisitions completed during that period. Total number of the awards varies based on attainment of certain performance targets pursuant to provisions of the relevant purchase agreements. Typically, the performance period is three years, with one third of the awards granted, vesting on the first anniversary of the grant. The remaining awards vest in equal installments on the second and third anniversaries of the grant. If an eligible employee leaves the Company prior to a vesting date, the unvested portion of the award will be forfeited, generally. The Company periodically evaluates the achievement of the related performance conditions during requisite service period and the number of shares expected to be delivered, and resulting compensation expense is adjusted accordingly. | |||||||||||||
Summarized activity related to the Company’s performance-based awards for the years ended December 31, 2014, was as follows: | |||||||||||||
Number of Shares | Weighted Average Grant Date Fair Value Per Share | ||||||||||||
Unvested performance-based awards outstanding at December 31, 2013 | — | $ | — | ||||||||||
Awards granted | 387,058 | 38.18 | |||||||||||
Awards vested | — | — | |||||||||||
Awards forfeited/cancelled | (2,550 | ) | 36.57 | ||||||||||
Changes in the number of awards expected to be delivered | (12,998 | ) | 5.47 | ||||||||||
Unvested performance-based awards outstanding at December 31, 2014 | 371,510 | $ | 39.34 | ||||||||||
As of December 31, 2014, total unrecognized compensation cost related to unvested performance-based awards was $13,953. That cost is expected to be recognized over the next 1.8 years using the weighted average method. |
EARNINGS_PER_SHARE
EARNINGS PER SHARE | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Earnings Per Share [Abstract] | |||||||||||||
EARNINGS PER SHARE | |||||||||||||
EARNINGS PER SHARE | |||||||||||||
Basic earnings per share ("EPS") is computed by dividing the net income applicable to common stockholders for the period by the weighted average number of shares of common stock outstanding during the same period. Our Series A-1 Preferred, Series A-2 Preferred, Series A-3 Preferred, and restricted stock units were considered participating securities since these securities had non-forfeitable rights to dividends or dividend equivalents during the contractual period of the award and thus required the two-class method of computing EPS. When calculating diluted EPS, the numerator is computed by adding back the undistributed earnings allocated to the participating securities in arriving at the basic EPS and then reallocating such undistributed earnings among the company’s common stock, participating securities and the potential common shares that result from the assumed exercise of all dilutive options. The denominator is increased to include the number of additional common shares that would have been outstanding had the options been issued. | |||||||||||||
The following table sets forth the computation of basic and diluted earnings per share of common stock as follows: | |||||||||||||
For the Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Numerator for common earnings per share: | |||||||||||||
Net income | $ | 69,641 | $ | 61,994 | $ | 54,484 | |||||||
Net income allocated to participating securities | — | — | (3,341 | ) | |||||||||
Numerator for basic earnings per share | 69,641 | 61,994 | 51,143 | ||||||||||
Effect on income available from reallocation of options | — | — | 261 | ||||||||||
Numerator for diluted earnings per share | $ | 69,641 | $ | 61,994 | $ | 51,404 | |||||||
Denominator for basic earnings per share: | |||||||||||||
Weighted average common shares outstanding | 47,189 | 45,754 | 40,190 | ||||||||||
Effect of dilutive securities: | |||||||||||||
Stock options, RSUs and performance-based awards | 2,545 | 2,604 | 3,631 | ||||||||||
Denominator for diluted earnings per share | 49,734 | 48,358 | 43,821 | ||||||||||
Net income per share: | |||||||||||||
Basic | $ | 1.48 | $ | 1.35 | $ | 1.27 | |||||||
Diluted | $ | 1.4 | $ | 1.28 | $ | 1.17 | |||||||
For the years ended December 31, 2014, 2013 and 2012 a total of 2,260, 1,080 and 1,534 shares underlying equity-based awards, respectively, were outstanding but were not included in the computation of diluted earnings per share because the effect was anti-dilutive. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES | ||||
The Company leases office space under operating leases, which expire at various dates through 2019. Certain leases contain renewal provisions and generally require the Company to pay utilities, insurance, taxes, and other operating expenses. Rent expense under operating lease agreements for the years ended December 31, 2014, 2013 and 2012 was $18,200, $15,664, and $11,594 respectively. Future minimum rental payments under operating leases that have initial or remaining lease terms in excess of one year as of December 31, 2014 were as follows: | |||||
Year Ending December 31, | Operating Leases | ||||
2015 | $ | 16,718 | |||
2016 | 10,482 | ||||
2017 | 7,668 | ||||
2018 | 4,993 | ||||
2019 | 3,589 | ||||
Thereafter | 952 | ||||
Total minimum lease payments | $ | 44,402 | |||
Construction in progress — On December 7, 2011, the Company entered into an agreement with IDEAB Project Eesti AS (“IDEAB”) for the construction of an office building within the High Technologies Park in Minsk, Belarus (the “Construction Agreement”). At the same time, the Company entered into a related investment agreement with the Minsk Executive Committee acting on behalf of the Republic of Belarus (the “Investment Agreement”) permitting the Company to use land located in the government’s High Technologies Park to construct the new office building and granting certain tax benefits. The Investment Agreement specified a completion deadline for construction of September 15, 2012 extended by the parties to December 31, 2014, the Company is negotiating a further extension to July 1, 2015. Per the Investment Agreement, if the Company does not meet the completion deadline, monthly penalties may be imposed; the most recent extension of the Investment Agreement increases the monthly penalty to $20 per month for the period beginning January 1, 2015. There may be further terms and conditions imposed on the Company in a further extension of the Investment Agreement. If the Investment Agreement is terminated, the Company could be required to disgorge certain tax benefits received by the Company in connection with the project and could potentially be required to fully restore the land to its original condition. The Company has not been required to pay any penalties to date. The Company has secured the required building construction permits and is working toward completion of the building. The Company believes that the building will be completed and available for its use in 2015, and that any penalties or loss of tax benefits will not be material to the accompanying financial statements. | |||||
The Construction Agreement committed IDEAB to construct an office building for the Company in Minsk with a committed completion date of February 28, 2014. In April 2014 IDEAB stopped its construction before the building’s completion, for reasons unrelated to the Company’s performance under the Construction Agreement. In May 2014, IDEAB notified the Company that it was unable to continue as general contractor to complete the construction of the building in time and on the terms agreed. As a result, the Company took control over the construction site. On July 7, 2014, the Company provided IDEAB with notice of termination of the Construction Agreement, effective on or about July 11, 2014. The Company filed a legal action against IDEAB in Belarus in August 2014, claiming breach of contract. In September 2014, the court decided in the Company’s favor and directed IDEAB to pay the Company $1,000 plus reimbursement of certain expenses. The Company is pursuing recovery from IDEAB of this amount. The Company has filed other lawsuits seeking recovery from IDEAB of additional amounts (including future work and construction materials) from IDEAB. These lawsuits are in various stages of litigation and it is not possible to estimate the likelihood of recovery. | |||||
At December 31, 2014, the Company had approximately $17,885 of capitalized construction costs and estimated up to $8.2 million of additional investment required to complete the construction and put the building into operation. The Company estimates that the building construction will be completed by June 30, 2015. In addition, up to $4,500 of advance payments issued to IDEAB for future work and construction materials under the Construction Agreement may not be recoverable. As of December 31, 2014, the Company estimated the amount of probable losses under the Construction Agreement at $2,593. These costs were recorded within the Company’s consolidated income from operations during the year ended December 31, 2014. | |||||
Based on the information known to the Company at this time, any additional liability related to this matter is not reasonably estimable. | |||||
Indemnification Obligations — In the normal course of business, the Company is a party to a variety of agreements under which it may be obligated to indemnify the other party for certain matters. These obligations typically arise in contracts where the Company customarily agrees to hold the other party harmless against losses arising from a breach of representations or covenants for certain matters such as title to assets and intellectual property rights associated with certain arrangements. The duration of these indemnifications varies, and in certain cases, is indefinite. | |||||
The Company is unable to reasonably estimate the maximum potential amount of future payments under these or similar agreements due to the unique facts and circumstances of each agreement and the fact that certain indemnifications provide for no limitation to the maximum potential future payments under the indemnification. Management is not aware of any such matters that historically had or would have a material effect on the financial statements of the Company. | |||||
Litigation — From time to time, the Company is involved in litigation, claims or other contingencies. Management is not aware of any such matters that would have a material effect on the consolidated financial statements of the Company. |
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS | ||||||||||||||||
As required by the guidance for fair value measurements, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Thus, assets and liabilities categorized as Level 3 may be measured at fair value using inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Significant unobservable inputs used in the fair value measurement of contingent consideration related to business acquisitions are forecasts of expected future operating results of those businesses as developed by the Company’s management and the probability of achievement of those operating forecasts. Management’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels. | |||||||||||||||||
The following table represents the Company’s fair value hierarchy for its financial assets as of December 31, 2014 and 2013. | |||||||||||||||||
As of December 2014 | |||||||||||||||||
Balance | Level 1 | Level 2 | Level 3 | ||||||||||||||
Cash and cash equivalents | $ | 220,534 | $ | 220,534 | $ | — | $ | — | |||||||||
Time deposits and restricted cash | 156 | — | 156 | — | |||||||||||||
Employee loans | 6,515 | — | — | 6,515 | |||||||||||||
Total assets measured at fair value on recurring basis | $ | 227,205 | $ | 220,534 | $ | 156 | $ | 6,515 | |||||||||
As of December 2013 | |||||||||||||||||
Balance | Level 1 | Level 2 | Level 3 | ||||||||||||||
Cash and cash equivalents | $ | 169,207 | $ | 169,207 | $ | — | $ | — | |||||||||
Time deposits and restricted cash | 1,711 | — | 1,711 | — | |||||||||||||
Employee loans | 6,390 | — | — | 6,390 | |||||||||||||
Total assets measured at fair value on recurring basis | $ | 177,308 | $ | 169,207 | $ | 1,711 | $ | 6,390 | |||||||||
During the years ended December 31, 2014 and 2013, the Company issued a total of $3,162 and $8,963 of loans to its employees, respectively, and received $3,025 and $3,088 in loan repayments during the same periods, respectively. | |||||||||||||||||
During the years ended December 31, 2014 and 2013, there were no transfers amongst Level 1, Level 2, or Level 3 financial assets and liabilities. | |||||||||||||||||
The following tables show the fair values of the Company’s financial liabilities measured at fair value on a recurring basis: | |||||||||||||||||
As of December 31, 2014 | |||||||||||||||||
Balance | Level 3 | ||||||||||||||||
Contingent consideration | $ | 37,400 | $ | 37,400 | |||||||||||||
Performance-based equity awards | 3,223 | 3,223 | |||||||||||||||
Total liabilities measured at fair value on a recurring basis | $ | 40,623 | $ | 40,623 | |||||||||||||
There were no liabilities measured at fair value on a recurring basis as of December 31, 2013. | |||||||||||||||||
As of December 31, 2014, contingent consideration and performance-based equity awards included amounts payable in cash and stock in connection with the acquisitions of businesses completed in the year ended December 31, 2014 (Note 2). | |||||||||||||||||
Sensitivity to Changes in Significant Unobservable Inputs | |||||||||||||||||
The fair value of the contingent consideration is based on the present value of the expected future payments to be made to the sellers of the acquired businesses in accordance with the provisions outlined in the respective purchase agreements. In determining fair value, the Company considered a variety of factors, including third party valuation experts and future performance of the acquired businesses using financial projections developed by the Company and market risk assumptions that were derived for revenue growth and/or earnings before interest, tax, and depreciation and amortization (“EBITDA”). The Company estimated future payments using the earnout formula and performance targets specified in each purchase agreement and adjusted those estimates to reflect the ability of the acquired entities to achieve the targets. It then discounted the payments to present value using the Company’s cost of debt for the cash component, and a risk-free rate for the stock component of the earnout for all of the Company’s 2014 acquisitions. Changes in financial projections, market risk assumptions for revenue growth and/or EBITDA, or the discount rates, would result in a change in the fair value of recorded contingent liabilities. In addition, inputs used in the valuation of the stock component of the earnout include term, stock price volatility, current stock price, and exercise price, with the Company current stock price factor being the input subject to the most variation. A significant increase in the Company stock price, in isolation, would result in a significantly higher fair value measurement. As the Company’s common stock does not have sufficient trading history, volatility was determined by measuring the volatility of a representative group of its peers, in conjunction with the volatility of the Company’s available trading history. | |||||||||||||||||
A reconciliation of the beginning and ending balances of acquisition-related contractual contingent liabilities using significant unobservable inputs (Level 3) for the year ended December 31, 2014 , was as follows: | |||||||||||||||||
Amount | |||||||||||||||||
Contractual contingent liabilities at January 1, 2014 | $ | — | |||||||||||||||
Acquisition date fair value of contractual contingent liabilities — Netsoft | 1,825 | ||||||||||||||||
Acquisition date fair value of contractual contingent liabilities — Jointech | 20,000 | ||||||||||||||||
Acquisition date fair value of contractual contingent liabilities — GGA | 11,400 | ||||||||||||||||
Acquisition date fair value of contractual contingent liabilities — Great Fridays | 1,173 | ||||||||||||||||
Liability-classified stock-based awards | 3,088 | ||||||||||||||||
Changes in fair value of contractual contingent liabilities included in earnings | 2,059 | ||||||||||||||||
Changes in fair value of contractual contingent liabilities recorded against goodwill | 1,366 | ||||||||||||||||
Effect of net foreign currency exchange rate changes | (288 | ) | |||||||||||||||
Contractual contingent liabilities at December 31, 2014 | $ | 40,623 | |||||||||||||||
There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the years ended December 31, 2014 and 2013. Changes in the values of the financial liabilities, if any, are recorded within other expense (income) in operating income on the Company’s consolidated statements of income and comprehensive income. |
OPERATING_SEGMENTS
OPERATING SEGMENTS | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Segment Reporting [Abstract] | |||||||||||||
OPERATING SEGMENTS | |||||||||||||
OPERATING SEGMENTS | |||||||||||||
The Company determines its operating segments and reports segment information in accordance with the management approach, which designates internal reporting used by management to make operating decisions and assess performance as the source of the Company’s reportable segments. | |||||||||||||
The Company manages its business primarily based on the geographic managerial responsibility for its client base. As managerial responsibility for a particular client relationship generally correlates with the client’s geographic location, there is a high degree of similarity between client locations and the geographic boundaries of the Company’s reportable segments. In some cases, managerial responsibility for a particular client is assigned to a management team in another region and is usually based on the strength of the relationship between client executives and particular members of EPAM’s senior management team. In such a case, the client’s activity would be reported through the management team’s reportable segment. | |||||||||||||
The Company’s reportable segments are North America, Europe, Russia and Other. The Company’s Chief Operating Decision Maker (“CODM”) evaluates performance and allocates resources based on the segment's revenues and operating profit. Segment operating profit is defined as income from operations before unallocated costs. Generally, operating expenses for each operating segment have similar characteristics and are subject to similar factors, pressures and challenges. Expenses included in segment operating profit consist principally of direct selling and delivery costs as well as an allocation of certain shared services expenses. Certain expenses, such as stock-based compensation are not allocated to specific segments, as management does not believe it is practical as these expenses are not directly attributable to any specific segment and consequently are not allocated to individual segments in internal management reports used by the CODM. Such expenses are separately disclosed as “unallocated” and adjusted only against the Company’s total income from operations. | |||||||||||||
Revenues from external customers and segment operating profit, before unallocated expenses, for the North America, Europe, Russia and Other reportable segments were as follows: | |||||||||||||
For the years ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Total segment revenues: | |||||||||||||
North America | $ | 374,509 | $ | 284,636 | $ | 197,271 | |||||||
Europe | 299,279 | 204,150 | 168,913 | ||||||||||
Russia | 50,663 | 55,764 | 50,552 | ||||||||||
Other | 5,552 | 10,493 | 16,986 | ||||||||||
Total segment revenues | $ | 730,003 | $ | 555,043 | $ | 433,722 | |||||||
Segment operating profit: | |||||||||||||
North America | $ | 90,616 | $ | 66,814 | $ | 38,671 | |||||||
Europe | 50,189 | 34,573 | 32,750 | ||||||||||
Russia | 7,034 | 7,077 | 9,049 | ||||||||||
Other | (3,220 | ) | 844 | 6,985 | |||||||||
Total segment operating profit | $ | 144,619 | $ | 109,308 | $ | 87,455 | |||||||
Intersegment transactions were excluded from the above on the basis that they are neither included into the measure of a segment’s profit and loss by the CODM, nor provided to the CODM on a regular basis. | |||||||||||||
During the year ended December 31, 2014, revenues from one customer, UBS AG, were $97,872 and accounted for more than 10% of total revenues. Revenue from this customer is reported in the Company’s Europe segment and includes reimbursable expenses. | |||||||||||||
Trade accounts receivable and unbilled revenues are generally dispersed across our clients in proportion to their revenues. There were no customers individually exceeding 10% of our trade receivables billed as of December 31, 2014. As of December 31, 2014, unbilled trade receivables from one customer, UBS AG, individually exceeded 10% and accounted for 16.5% of our total unbilled trade receivables as of that date. | |||||||||||||
Reconciliation of segment revenues and operating profit to consolidated income before provision for income taxes is presented below: | |||||||||||||
For the Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Total segment revenues | $ | 730,003 | $ | 555,043 | $ | 433,722 | |||||||
Unallocated revenue | 24 | 74 | 77 | ||||||||||
Revenues | $ | 730,027 | $ | 555,117 | $ | 433,799 | |||||||
Total segment operating profit: | $ | 144,619 | $ | 109,308 | $ | 87,455 | |||||||
Unallocated amounts: | |||||||||||||
Other revenues | 24 | 74 | 77 | ||||||||||
Stock-based compensation expense | (24,620 | ) | (13,150 | ) | (6,826 | ) | |||||||
Non-corporate taxes | (6,882 | ) | (3,201 | ) | (2,346 | ) | |||||||
Professional fees | (5,312 | ) | (3,651 | ) | (2,850 | ) | |||||||
Depreciation and amortization | (7,988 | ) | (2,829 | ) | (1,100 | ) | |||||||
Bank charges | (1,049 | ) | (1,194 | ) | (1,136 | ) | |||||||
Asset impairment | (5,983 | ) | — | — | |||||||||
Stock charge | — | — | (640 | ) | |||||||||
Provision for bad debts | — | (36 | ) | — | |||||||||
Other corporate expenses | (6,626 | ) | (8,828 | ) | (6,628 | ) | |||||||
Income from operations | 86,183 | 76,493 | 66,006 | ||||||||||
Interest and other income, net | 4,769 | 3,077 | 1,941 | ||||||||||
Change in fair value of contingent consideration | (1,924 | ) | — | — | |||||||||
Foreign exchange loss | (2,075 | ) | (2,800 | ) | (2,084 | ) | |||||||
Income before provision for income taxes | $ | 86,953 | $ | 76,770 | $ | 65,863 | |||||||
Geographic Area Information | |||||||||||||
Long-lived assets include property and equipment, net of accumulated depreciation and amortization, and management has determined that it is not practical to allocate these assets by segment since such assets are used interchangeably among the segments. Geographical information about the Company’s long-lived assets based on physical location of the assets was as follows: | |||||||||||||
December 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
Belarus | $ | 41,652 | $ | 38,697 | |||||||||
Ukraine | 4,392 | 5,525 | |||||||||||
Hungary | 2,773 | 2,644 | |||||||||||
Russia | 2,196 | 3,414 | |||||||||||
United States | 2,001 | 2,217 | |||||||||||
Other | 2,120 | 818 | |||||||||||
Total | $ | 55,134 | $ | 53,315 | |||||||||
Information about the Company’s revenues by client location is as follows: | |||||||||||||
For the Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
United States | $ | 318,304 | $ | 247,979 | $ | 197,593 | |||||||
United Kingdom | 141,366 | 108,892 | 98,346 | ||||||||||
Switzerland | 87,111 | 51,941 | 30,120 | ||||||||||
Russia | 48,945 | 53,328 | 47,507 | ||||||||||
Canada | 49,193 | 33,759 | 9,256 | ||||||||||
Germany | 25,740 | 20,261 | 16,391 | ||||||||||
China | 13,445 | — | — | ||||||||||
Netherlands | 8,838 | 7,719 | 3,127 | ||||||||||
Sweden | 7,892 | 5,742 | 4,913 | ||||||||||
Kazakhstan | 5,238 | 9,886 | 11,352 | ||||||||||
Other locations | 15,545 | 7,984 | 8,777 | ||||||||||
Reimbursable expenses and other revenues | 8,410 | 7,626 | 6,417 | ||||||||||
Revenues | $ | 730,027 | $ | 555,117 | $ | 433,799 | |||||||
Service Offering Information | |||||||||||||
Information about the Company’s revenues by service offering is as follows: | |||||||||||||
For the Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Software development | $ | 504,590 | $ | 374,426 | $ | 290,139 | |||||||
Application testing services | 140,363 | 109,222 | 85,849 | ||||||||||
Application maintenance and support | 58,840 | 45,971 | 36,056 | ||||||||||
Infrastructure services | 14,198 | 14,433 | 12,424 | ||||||||||
Licensing | 3,626 | 3,439 | 2,914 | ||||||||||
Reimbursable expenses and other revenues | 8,410 | 7,626 | 6,417 | ||||||||||
Revenues | $ | 730,027 | $ | 555,117 | $ | 433,799 | |||||||
QUARTERLY_FINANCIAL_DATA
QUARTERLY FINANCIAL DATA | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||
QUARTERLY FINANCIAL DATA | QUARTERLY FINANCIAL DATA (UNAUDITED) | ||||||||||||||||||||
Summarized quarterly results for the two years ended December 31, 2014 and 2013 were as follows: | |||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||
2014 | March 31 | June 30 | September 30 | December 31 | Full Year | ||||||||||||||||
Revenues | $ | 160,384 | $ | 174,695 | $ | 192,764 | $ | 202,184 | $ | 730,027 | |||||||||||
Operating expenses: | |||||||||||||||||||||
Cost of revenues (exclusive of depreciation and amortization) | 102,454 | 110,102 | 122,509 | 121,465 | 456,530 | ||||||||||||||||
Selling, general and administrative expenses | 32,359 | 38,671 | 42,875 | 49,761 | 163,666 | ||||||||||||||||
Depreciation and amortization expense | 3,689 | 5,451 | 5,510 | 2,833 | 17,483 | ||||||||||||||||
Goodwill impairment loss | — | — | — | 2,241 | 2,241 | ||||||||||||||||
Other operating (income)/ expenses, net | 25 | 1,995 | 35 | 1,869 | 3,924 | ||||||||||||||||
Income from operations | 21,857 | 18,476 | 21,835 | 24,015 | 86,183 | ||||||||||||||||
Interest and other income, net | 976 | 1,164 | 1,261 | 1,368 | 4,769 | ||||||||||||||||
Change in fair value of contingent consideration | — | — | — | (1,924 | ) | (1,924 | ) | ||||||||||||||
Foreign exchange loss | (1,241 | ) | (1,239 | ) | (718 | ) | 1,123 | (2,075 | ) | ||||||||||||
Income before provision for income taxes | 21,592 | 18,401 | 22,378 | 24,582 | 86,953 | ||||||||||||||||
Provision for income taxes | 4,228 | 3,587 | 3,338 | 6,159 | 17,312 | ||||||||||||||||
Net income | $ | 17,364 | $ | 14,814 | $ | 19,040 | $ | 18,423 | $ | 69,641 | |||||||||||
Comprehensive income | $ | 13,787 | $ | 17,708 | $ | 10,780 | $ | 7,115 | $ | 49,390 | |||||||||||
Basic net income per share(1) | $ | 0.37 | $ | 0.31 | $ | 0.4 | $ | 0.39 | $ | 1.48 | |||||||||||
Diluted net income per share(1) | $ | 0.35 | $ | 0.3 | $ | 0.38 | $ | 0.37 | $ | 1.4 | |||||||||||
-1 | Earnings per share amounts for each quarter may not necessarily total to the yearly earnings per share due to the weighting of shares outstanding on a quarterly and year to date basis. | ||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||
2013 | March 31 | June 30 | September 30 | December 31 | Full Year | ||||||||||||||||
Revenues | $ | 124,198 | $ | 133,184 | $ | 140,150 | $ | 157,585 | $ | 555,117 | |||||||||||
Operating expenses: | |||||||||||||||||||||
Cost of revenues (exclusive of depreciation and amortization) | 77,937 | 83,547 | 88,539 | 97,627 | 347,650 | ||||||||||||||||
Selling, general and administrative expenses | 27,083 | 28,541 | 27,893 | 32,980 | 116,497 | ||||||||||||||||
Depreciation and amortization expense | 3,617 | 3,854 | 3,906 | 3,743 | 15,120 | ||||||||||||||||
Goodwill impairment loss | — | — | — | — | — | ||||||||||||||||
Other operating (income)/ expenses, net | 25 | (293 | ) | (418 | ) | 43 | (643 | ) | |||||||||||||
Income from operations | 15,536 | 17,535 | 20,230 | 23,192 | 76,493 | ||||||||||||||||
Interest and other income, net | 630 | 769 | 846 | 832 | 3,077 | ||||||||||||||||
Change in fair value of contingent consideration | — | — | — | — | — | ||||||||||||||||
Foreign exchange loss | (499 | ) | (869 | ) | (720 | ) | (712 | ) | (2,800 | ) | |||||||||||
Income before provision for income taxes | 15,667 | 17,435 | 20,356 | 23,312 | 76,770 | ||||||||||||||||
Provision for income taxes | 2,987 | 3,317 | 3,919 | 4,553 | 14,776 | ||||||||||||||||
Net income | $ | 12,680 | $ | 14,118 | $ | 16,437 | $ | 18,759 | $ | 61,994 | |||||||||||
Comprehensive income | $ | 10,337 | $ | 13,073 | $ | 19,412 | $ | 18,361 | $ | 61,183 | |||||||||||
Basic net income per share(1) | $ | 0.28 | $ | 0.31 | $ | 0.36 | $ | 0.4 | $ | 1.35 | |||||||||||
Diluted net income per share(1) | $ | 0.27 | $ | 0.29 | $ | 0.34 | $ | 0.38 | $ | 1.28 | |||||||||||
-1 | Earnings per share amounts for each quarter may not necessarily total to the yearly earnings per share due to the weighting of shares outstanding on a quarterly and year to date basis. |
NATURE_OF_BUSINESS_AND_SIGNIFI1
NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Nature of Operations | EPAM is a leading global provider of complex software engineering solutions and information technology ("IT") services to clients throughout North America, Western and Eastern Europe, Russia and Asia. The Company serves primarily Fortune Global 2000 companies in various industries with the main focus on Independent Software Vendors (“ISVs”) and technology, banking and financial services, business information and media, and travel and hospitality. Other industries include retail, energy, life sciences, healthcare, telecommunications, and government. |
Since EPAM’s inception in 1993, the Company has focused on providing software product development services, software engineering and vertically-oriented custom development solutions through its global delivery model. This has served as a foundation for the Company’s other solutions, including custom application development, application testing, platform-based solutions, application maintenance and support, and infrastructure management. | |
The Company is incorporated in Delaware with headquarters in Newtown, PA, with multiple delivery centers located in Belarus, Ukraine, Russia, Hungary, Kazakhstan, Bulgaria, China, Armenia and Poland, and client management locations in the United States, Canada, the United Kingdom, Germany, Sweden, Switzerland, Netherlands, Russia, Kazakhstan, Singapore, Hong Kong and Australia. | |
Emerging Growth Company Status | Emerging growth company status — In April 2012, several weeks after EPAM’s initial public offering in February 2012, President Obama signed into law the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The JOBS Act contains provisions that relax certain requirements for “emerging growth companies” that otherwise apply to larger public companies. For as long as a company retains emerging growth company status, it will not be required to (1) provide an auditor’s attestation report on the Company’s internal control over financial reporting, otherwise required by Section 404(b) of the Sarbanes-Oxley Act of 2002, (2) comply with any new or revised financial accounting standard applicable to public companies until such standard is also applicable to private companies, (3) comply with certain new requirements adopted by the Public Company Accounting Oversight Board, (4) provide certain disclosure regarding executive compensation required of larger public companies or (5) hold shareholder advisory votes on matters relating to executive compensation. Based on EPAM's market capitalization on June 30, 2014, it was deemed a large accelerated filer as of December 31, 2014. Therefore, EPAM no longer qualifies as an emerging growth company. |
Principles of Consolidation | Principles of Consolidation — The consolidated financial statements include the financial statements of EPAM Systems, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions. These estimates and assumptions affect reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as revenues and expenses during the reporting period. The Company bases its estimates and judgments on historical experience, knowledge of current conditions and its beliefs of what could occur in the future, given available information. Actual results could differ from those estimates, and such differences may be material to the financial statements. |
Revenue Recognition | Revenue Recognition — The Company recognizes revenue when realized or realizable and earned, which is when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the sales price is fixed or determinable; and collectability is reasonably assured. Determining whether and when some of these criteria have been satisfied often involves assumptions and judgments that can have a significant impact on the timing and amount of revenue we report. If there is an uncertainty about the project completion or receipt of payment for the services, revenues are deferred until the uncertainty is sufficiently resolved. At the time revenues are recognized, the Company provides for any contractual deductions and reduces revenues accordingly. The Company defers amounts billed to its clients for revenues not yet earned. Such amounts are anticipated to be recorded as revenues as services are performed in subsequent periods. Unbilled revenues represent services provided which are billed subsequent to the period end in accordance with the contract terms. |
The Company derives its revenues from a variety of service offerings, which represent specific competencies of its IT professionals. Contracts for these services have different terms and conditions based on the scope, deliverables, and complexity of the engagement, which require management to make judgments and estimates in determining appropriate revenue recognition pattern. Fees for these contracts may be in the form of time-and-materials or fixed-price arrangements. | |
The majority of the Company’s revenues (84.7% of revenues in 2014, 82.3% in 2013 and 84.1% in 2012) is generated under time-and-material contracts whereby revenues are recognized as services are performed with the corresponding cost of providing those services reflected as cost of revenues when incurred. The majority of such revenues are billed on an hourly, daily or monthly basis whereby actual time is charged directly to the client. | |
Revenues from fixed-price contracts (13.6% of revenues in 2014, 15.7% in 2013 and 13.7% in 2012) are determined using the proportional performance method. In instances where final acceptance of the product, system, or solution is specified by the client, revenues are deferred until all acceptance criteria have been met. In absence of a sufficient basis to measure progress towards completion, revenue is recognized upon receipt of final acceptance from the client. In order to estimate the amount of revenue for the period under the proportional performance method, the Company determines the percentage of actual labor hours incurred as compared to estimated total labor hours and applies that percentage to the consideration allocated to the deliverable. The complexity of the estimation process and factors relating to the assumptions, risks and uncertainties inherent with the application of the proportional performance method of accounting affects the amounts of revenues and related expenses reported in the Company’s consolidated financial statements. A number of internal and external factors can affect such estimates, including labor hours and specification and testing requirement changes. The cumulative impact of any revision in estimates is reflected in the financial reporting period in which the change in estimate becomes known. No significant revisions occurred in each of the three years ended December 31, 2014, 2013 and 2012. The Company’s fixed price contracts are generally recognized over a period of 12 months or less. | |
The Company reports gross reimbursable “out-of-pocket” expenses incurred as both revenues and cost of revenues in the consolidated statements of income and comprehensive income. | |
Cost of Revenues (Exclusive of Depreciation and Amortization) | Cost of Revenues (Exclusive of Depreciation and Amortization) — Consists principally of salaries, employee benefits, stock compensation expense and non-reimbursable travel costs for IT professionals, and subcontractor fees. |
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses — Consist of expenses associated with promoting and selling the Company’s services and include such items as the cost of advertising and other promotional activities as well as sales and marketing personnel salaries, stock compensation expense and related fringe benefits, commissions and travel. General and administrative expenses include other operating items such as officers’ and administrative personnel salaries, stock compensation expense and related fringe benefits as well as legal and audit expenses, insurance, provision for doubtful accounts, and operating lease expenses. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments — The Company makes significant assumptions about fair values of its financial instruments. Fair value is determined based on the assumptions that market participants would use in pricing the asset or liability. The Company utilizes the following fair value hierarchy in determining fair values: |
Level 1 — Quoted prices for identical assets or liabilities in active markets. | |
Level 2 — Inputs other than quoted prices within Level 1 that are observable either directly or indirectly, including quoted prices in markets that are not active, quoted prices in active markets for similar assets or liabilities, and observable inputs other than quoted prices such as interest rates or yield curves. | |
Level 3 — Unobservable inputs reflecting our view about the assumptions that market participants would use in pricing the asset or liability. | |
Where the fair values of financial assets and liabilities recorded in the consolidated balance sheets cannot be derived from an active market, they are determined using a variety of valuation techniques. These valuation techniques include a net present value technique, comparison to similar instruments with market observable inputs, options pricing models and other relevant valuation models. Inputs into these models are taken from observable market data whenever possible, but in instances where it is not reasonably feasible, a degree of judgment is required to establish fair values. | |
Financial Assets and Liabilities Measured At Fair Value on a Recurring Basis | |
The Company had no assets or liabilities measured at fair value on a recurring basis as of December 31, 2014 and 2013, other than contingent liabilities in connection with the acquisitions of businesses. | |
At December 31, 2014, contingent liabilities measured at fair value on a recurring basis comprised contingent consideration payable in cash and stock, and performance-based awards issued to certain former owners of the acquired businesses in exchange for future services. | |
The Company estimates the fair value of contingent liabilities based on certain performance milestones of the acquired businesses, and estimated probabilities of achievement, then discounts the liabilities to present value using the Company’s cost of debt for the cash component of contingent consideration, and risk free rate for the stock component of a contractual contingency. Contingent liabilities are valued using significant inputs that are not observable in the market which are defined as Level 3 inputs pursuant to fair value measurement accounting. The Company believes its estimates and assumptions are reasonable, however, there is significant judgment involved. Changes in the fair value of contingent consideration liabilities primarily result from changes in the timing and amount of specific milestone estimates and changes in probability assumptions with respect to the likelihood of achieving the various earnout criteria. These changes could cause a material impact to, and volatility in the Company’s operating results. See Note 17 for contingent liabilities activity. | |
Financial Assets and Liabilities Measured At Fair Value on a Non-Recurring Basis | |
The amounts of the Company’s financial assets and liabilities, with the exceptions of employee housing loans and other employee loans described further herein, approximate fair value because of their short-term maturities. | |
Employee Housing Loans — The housing loans were classified as Level 3 measurements within the fair value hierarchy because they were valued using significant unobservable inputs. The estimated fair value of these housing loans upon initial recognition was computed by projecting the future contractual cash flows to be received from the loans and discounting those projected net cash flows to a present value, which is the estimated fair value (the “Income Approach”). In applying the Income Approach, the Company analyzed similar loans offered by third-party financial institutions in Belarusian Rubles (“BYR”) and adjusted the interest rates charged on such loans to exclude the effects of underlying economic factors, such as inflation and currency devaluation. The Company also assessed the probability of future defaults and associated cash flows impact. In addition, the Company separately analyzed the rate of return that market participants in Belarus would require when investing in unsecured USD-denominated government bonds with similar maturities (a “risk-free rate”) and evaluated a risk premium component to compensate the market participants for the credit and liquidity risks inherent in the loans’ cash flows. As a result of the analysis performed, the Company determined the carrying values of the housing loans issued during the year ended December 31, 2014 approximated their fair values upon initial recognition. The Company also estimated the fair values of the housing loans that were outstanding as of December 31, 2014 and 2013 using the inputs noted above and determined their fair values approximated the carrying values as of that date. | |
Employee Loans, Other — The Company also issues short-term non-interest bearing relocation loans and other employee loans. These loans are considered Level 3 measurements. The Company’s Level 3, unobservable inputs reflect its assumptions about the factors that market participants use in pricing similar receivables, and are based on the best information available in the circumstances. Due to the short-term nature of employee loans (i.e., the relatively short time between the origination of the instrument and its expected realization), the carrying amount is a reasonable estimate of fair value. As of December 31, 2014, the carrying values of these employee loans approximated their fair values. | |
Business Combinations | Business Combinations — The Company accounts for its business combinations using the acquisition accounting method, which requires it to determine the fair value of net assets acquired and the related goodwill and other intangible assets. The Company identifies and attributes fair values and estimated lives to the intangible assets acquired and allocates the total cost of an acquisition to the underlying net assets based on their respective estimated fair values. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and involves the use of significant estimates, including projections of future cash inflows and outflows, discount rates, asset lives and market multiples. There are different valuation models for each component, the selection of which requires considerable judgment. These determinations will affect the amount of amortization expense recognized in future periods. The Company bases its fair value estimates on assumptions it believes are reasonable, but recognizes that the assumptions are inherently uncertain. |
If initial accounting for the business combination has not been completed by the end of the reporting period in which the business combination occurs, provisional amounts are reported for which the accounting is incomplete, with retrospective adjustment made to such provisional amounts during the measurement period to present new information about facts and circumstances that existed as of the acquisition date. Once the measurement period ends, and in no case beyond one year from the acquisition date, revisions of the accounting for the business combination are recorded in earnings. | |
All acquisition-related costs, other than the costs to issue debt or equity securities, are accounted for as expenses in the period in which they are incurred. Changes in fair value of contingent consideration arrangements that are not measurement period adjustments are recognized in earnings. Payments to settle contingent consideration, if any, are reflected in cash flows from financing activities and the changes in fair value are reflected in cash flows from operating activities in the Company’s consolidated statements of cash flows. | |
The Company’s acquisitions usually do not have significant amounts of tangible assets, as the principal assets typically acquired are customer relationships, trade names, non-competition agreements, and workforce. As a result, a substantial portion of the purchase price is allocated to goodwill and other intangible assets. | |
Cash and Cash Equivalents | Cash and Cash Equivalents — Cash equivalents are short-term, highly liquid investments that are readily convertible into cash, with maturities of three months or less at the date acquired. As of December 31, 2014 and 2013 the Company had no cash equivalents. |
Restricted Cash | Restricted Cash — Restricted cash represents cash that is restricted by agreements with third parties for special purposes and includes time deposits. See Note 6 for items that constitute restricted cash. |
Accounts Receivable | Accounts Receivable — Accounts receivable are stated net of an allowance for doubtful accounts. Outstanding accounts receivable are reviewed periodically and allowances are provided at such time the management believes it is probable that such balances will not be collected within a reasonable time. The allowance for doubtful accounts is determined by evaluating the relative creditworthiness of each client, historical collections experience and other information, including the aging of the receivables. Accounts receivable are generally written off when they are deemed uncollectible. Bad debts are recorded based on historical experience and management's evaluation of accounts receivable. |
Employee Loans | Employee Loans — Loans are initially recorded at their fair value, and subsequently measured at their amortized cost, less allowance for loan losses, if any. The Company intends to hold all employee loans until their maturity. Interest income is reported using the effective interest method. Where applicable, loan origination fees, net of direct origination costs, are deferred and recognized in interest income over the life of the loan. |
Property and Equipment | Property and Equipment — Property and equipment acquired in the ordinary course of the Company’s operations are stated at cost, net of accumulated depreciation. Depreciation is calculated on the straight-line basis over the estimated useful lives of the assets generally ranging from three to 50 years. Leasehold improvements are amortized on a straight-line basis over the shorter of the term of the lease or the estimated useful life of the improvement. Maintenance and repairs are expensed as incurred. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets — Goodwill and intangible assets that have indefinite useful lives are treated consistently with ASC 350. They are tested annually for impairment and are not amortized. |
The Company performs an annual impairment test by comparing the respective fair value of its reporting units to their respective carrying values to identify if any impairment indicators exist. If an indicator of impairment is identified, the implied fair value of the reporting unit’s goodwill is compared to its carrying amount, and the impairment loss is measured by the excess of the carrying value over fair value. The fair values are estimated using a combination of the income approach, which incorporates the use of the discounted cash flow method, and the market approach, which incorporates the use of earnings multiples based on market data. These valuations are considered Level 3 measurements under FASB ASC Topic 820. The Company utilizes estimates to determine the fair value of the reporting units such as future cash flows, growth rates, capital requirements, effective tax rates and projected margins, among other factors. Estimates utilized in the future evaluations of goodwill for impairment could differ from estimates used in the current period calculations. The Company is also required to assess the goodwill of its reporting units for impairment between annual assessment dates when events or circumstances dictate. | |
Intangible assets that have finite useful lives are amortized over their estimated useful lives on a straight-line basis. | |
Effective in the fourth quarter of 2013, the Company changed the annual goodwill impairment assessment date for all of its reporting units from December 31st to October 31st, which represented a voluntary change in the annual goodwill impairment testing date. The Company evaluates the recoverability of goodwill at a reporting unit level and it had three reporting units, which had goodwill, that were subject to the annual impairment testing in 2014. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets — Long-lived assets, such as property and equipment, and finite lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and exceeds the asset's fair value. When the carrying value of an asset is more than the sum of the undiscounted cash flows that are expected to result from the asset's use and eventual disposition, it is considered to be unrecoverable. Therefore, when an asset’s carrying value will not be recovered and it is more than its fair value the Company would deem the asset to be impaired. Property and equipment held for disposal are carried at the lower of the current carrying value or fair value less estimated costs to sell. The Company did not incur any impairment of long-lived assets for the years ended December 31, 2014, 2013 and 2012. |
Income Taxes | Income Taxes — The provision for income taxes includes federal, state, local and foreign taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences between the financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be reversed. Changes to enacted tax rates would result in either increases or decreases in the provision for income taxes in the period of changes. The Company evaluates the realizability of deferred tax assets and recognizes a valuation allowance when it is more likely than not that all, or a portion of, deferred tax assets will not be realized. |
The realization of deferred tax assets is primarily dependent on future earnings. Any reduction in estimated forecasted results may require that we record valuation allowances against deferred tax assets. Once a valuation allowance has been established, it will be maintained until there is sufficient positive evidence to conclude that it is more likely than not that the deferred tax assets will be realized. A pattern of sustained profitability will generally be considered as sufficient positive evidence to reverse a valuation allowance. If the allowance is reversed in a future period, the income tax provision will be correspondingly reduced. Accordingly, the increase and decrease of valuation allowances could have a significant negative or positive impact on future earnings. See Note 10 to the consolidated financial statements for further information. | |
Changes in tax laws and rates may affect recorded deferred tax assets and liabilities and our effective tax rate in the future. The American Taxpayer Relief Act of 2012 (the “Act”) was signed into law on January 2, 2013. Because a change in tax law is accounted for in the period of enactment, certain provisions of the Act benefiting the Company’s 2012 U.S. federal taxes, including the Subpart F controlled foreign corporation look-through exception were not recognized in the Company’s 2012 financial results and instead were reflected in the Company’s 2013 financial results. | |
Earnings Per Share (EPS) | Earnings per Share (“EPS”) — Basic EPS is computed by dividing the net income applicable to common stockholders for the period by the weighted average number of shares of common stock outstanding during the same period. The Company’s Series A-1 Preferred, Series A-2 Preferred, and Series A-3 Preferred Stock, that had been outstanding and convertible into common stock until February 13, 2012 (the date of the Company’s initial public offering), and our puttable common stock were considered participating securities since these securities had non-forfeitable rights to dividends or dividend equivalents during the contractual period and thus required the two-class method of computing EPS. When calculating diluted EPS, the numerator is computed by adding back the undistributed earnings allocated to the participating securities in arriving at the basic EPS and then reallocating such undistributed earnings among our common stock, participating securities and the potential common shares that result from the assumed exercise of all dilutive options. The denominator is increased to include the number of additional common shares that would have been outstanding had the options been issued. |
Stock-based Compensation | Stock-Based Compensation — Equity-based compensation cost relating to the issuance of share-based awards to employees is based on the fair value of the award at the date of grant, which is expensed ratably over the requisite service period, net of estimated forfeitures. The forfeiture assumption is ultimately adjusted to the actual forfeiture rate. Therefore, changes in the forfeiture assumptions may affect the timing of the total amount of expense recognized over the vesting period. The service period is the period over which the employee performs the related services, which is normally the same as the vesting period. Equity-based awards that do not require future service are expensed immediately. Equity-based awards that do not meet criteria for equity classification are recorded in liabilities and adjusted to fair value at the end of each reporting period. Distributions associated with liability-classified awards not expected to vest are accounted for as compensation expense in the consolidated statements of income and comprehensive income. |
Off-Balance Sheet Financial Instruments | Off-Balance Sheet Financial Instruments — Include credit instruments, such as standby letters of credit and guarantees issued under customer contracts. The face amount for these items represents the exposure to loss, before considering available collateral or the borrower’s ability to repay. Such financial instruments are recorded when they are funded. Loss contingencies arising from off-balance sheet credit exposures are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. The Company does not believe there are such matters that will have a material effect on the consolidated financial statements. |
Foreign Currency Transaction | Foreign Currency Translation — Assets and liabilities of consolidated foreign subsidiaries, whose functional currency is the local currency, are translated to U.S. dollars at period end exchange rates. Revenues and expenses are translated to U.S. dollars at daily exchange rates. The adjustment resulting from translating the financial statements of such foreign subsidiaries to U.S. dollars is reflected as a cumulative translation adjustment and reported as a component of accumulated other comprehensive income. |
The Company reports the effect of exchange rate changes on cash balances held in foreign currencies as a separate item in the reconciliation of the changes in cash and cash equivalents during the period. Transaction gains and losses are included in the period in which they occur. | |
Risks and Uncertainties | Risks and Uncertainties — Principally all of the Company’s IT delivery centers and a majority of its employees are located in Central and Eastern Europe and the APAC region. As a result, the Company may be subject to certain inherent risks associated with international operations, including the application and imposition of protective legislation and regulations relating to import and export; difficulties in enforcing intellectual property and contractual rights; complying with a wide variety of foreign laws; potentially adverse tax consequences; tariffs, quotas and other trade protection methods; and overall foreign policy and variability of foreign economic conditions. |
Concentration of Credit — The Company maintains cash and cash equivalents and short-term investments with financial institutions. The Company determined that the Company's credit policies reflect normal industry terms and business risk and there is no expectation of non-performance by the counterparties. As of December 31, 2014, $59.3 million of total cash was held in CIS countries, with $34.2 million of that in Belarus. Banking and other financial systems in the CIS region are less developed and regulated than in some more developed markets, and legislation relating to banks and bank accounts is subject to varying interpretations and inconsistent application. Banks in the CIS region generally do not meet the banking standards of more developed markets and bank deposits made by corporate entities in the CIS region are not insured. The CIS banking sector remains subject to periodic instability and the transparency of the banking sector lags behind international standards. A banking crisis, bankruptcy or insolvency of banks that process or hold our funds, particularly in Belarus, may result in the loss of our deposits or adversely affect our ability to complete banking transactions in the CIS region, which could materially adversely affect our business and financial condition. | |
As of December 31, 2014, unbilled trade receivables from one customer, UBS AG, individually exceeded 10% and accounted for 16.5% of our total unbilled trade receivables as of that date. There were no customers individually exceeding 10% of our billed trade receivables as of December 31, 2014. | |
During the years ended December 31, 2014, 2013 and 2012, revenues from our top five customers were $239,396, $169,987 and $134,484, respectively, representing 32.8%, 30.6% and 31.0%, respectively, of total revenues in the corresponding periods. Revenues from our top ten customers were $320,126, $234,955 and $192,426 in 2014, 2013 and 2012, respectively, representing 43.9%, 42.3% and 44.4%, respectively, of total revenues in corresponding periods. | |
During the year ended December 31, 2014, the Company had one customer, UBS AG, with revenues of $97.6 million, which accounted for more than 10% of total revenues. No customer accounted for over 10% of total revenues in 2013 and 2012. | |
During the years ended December 31, 2014, 2013 and 2012 the Company incurred subcontractor costs of $1,885, $2,078 and $3,535, respectively, to a vendor for staffing, consulting, training, recruiting and other logistical / support services provided for the Company’s delivery and development operations in Eastern Europe. Such costs are included in cost of revenues and sales, general and administrative expenses, as appropriate, in the accompanying consolidated statements of income and comprehensive income. | |
Foreign currency risk — The Company generates revenues in various global markets based on client contracts obtained in non-U.S. dollar currencies, principally, Euros, British pounds, Canadian dollars, and Russian rubles. The Company incurs expenditures in non-U.S. dollar currencies, principally in Hungarian forints, Euros, Russian rubles, and Hong Kong dollars and China yuan renminbi (“CNY”) associated with the IT delivery centers located in CEE and APAC regions. The Company is exposed to fluctuations in foreign currency exchange rates primarily on accounts receivable and unbilled revenues from sales in these foreign currencies, and cash flows for expenditures in foreign currencies. The Company does not use derivative financial instruments to hedge the risk of foreign exchange volatility. | |
Interest rate risk — The Company’s exposure to market risk is influenced primarily by changes in interest rates on interest payments received on cash and cash equivalent deposits and paid on any outstanding balance on the Company's revolving line of credit, which is subject to a variety of rates depending on the type and timing of funds borrowed (see Note 12). The Company does not use derivative financial instruments to hedge the risk of interest rate volatility. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
In November 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-17, Business Combinations (Topic 805): Pushdown Accounting. The update provides an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. An acquired entity may also elect the option to apply pushdown accounting in the reporting period in which the change-in-control event occurs. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle. The amendment is effective on November 18, 2014. The implementation of this standard is not expected to have a material effect on the Company’s consolidated financial statements. | |
In November 2014, the FASB issued ASU 2014-16, Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity. The update aims to eliminate the use of different methods in practice and thereby reduce existing diversity under GAAP in the accounting for hybrid financial instruments issued in the form of a share. The amendments are effective for annual period and interim periods within those annual periods, beginning after December 15, 2015 with early adoption permitted. The implementation of this standard is not expected to have a material effect on the Company’s consolidated financial statements as the Company currently does not engage in derivatives and hedging. | |
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments in this update provide guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. These amendments aim to reduce diversity in the timing and content of footnote disclosures. The amendments in this update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter, with early adoption permitted. The implementation of this standard is not expected to have a material effect on the Company’s consolidated financial statements. | |
In June 2014, the FASB issued ASU 2014-12, which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718, Compensation - Stock Compensation, as it relates to awards with performance conditions that affect vesting to account for such awards. The standard is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015 with early adoption permitted. Entities may apply the amendments in this ASU either: (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The implementation of this standard is not expected to have a material effect on the Company’s consolidated financial statements. | |
In May 2014, the FASB issued ASU 2014-09, which impacts virtually all aspects of an entity’s revenue recognition. The ASU introduces a new five-step revenue recognition model in which an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires disclosures sufficient to enable users to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative disclosures about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. This standard is effective for fiscal periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating the new guidance to determine the impact it will have on its consolidated financial statements. | |
In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies the related disclosure requirements. To qualify as a discontinued operation the standard requires a disposal to represent a strategic shift that has, or will have, a major effect on an entity's operations and financial results. The standard also expands the disclosures for discontinued operations and requires new disclosures related to individually material dispositions that do not qualify as discontinued operations. The standard is effective prospectively for fiscal periods beginning after December 15, 2014, including interim periods within that reporting period, with early adoption permitted. The implementation of this standard is not expected to have a material impact on the Company’s consolidated financial statements, but will impact the reporting of any future dispositions. | |
In July 2013, the FASB issued ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. ASU 2013-11 is a new accounting standard on the financial statement presentation of unrecognized tax benefits. The new standard provides that a liability related to an unrecognized tax benefit would be presented as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. The new standard became effective for the periods commencing January 1, 2014, and it should be applied prospectively to unrecognized tax benefits that exist at the effective date with retrospective application permitted. The Company adopted the ASU effective January 1, 2014. The adoption of this standard did not have any effect on the Company’s consolidated financial statements. |
NATURE_OF_BUSINESS_AND_SIGNIFI2
NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Allowance for Credit Losses on Financing Receivables | The table below summarizes movements in qualifying accounts for the years ended December 31, 2014, 2013 and 2012: | ||||||||||||||||
Balance at | Charged to Costs | Deductions/ | Balance at End of Year | ||||||||||||||
Beginning of | and Expenses | Other | |||||||||||||||
Period | |||||||||||||||||
Allowance for Doubtful Accounts (Billed and Unbilled): | |||||||||||||||||
Fiscal Year 2012 | $ | 2,250 | $ | 1,244 | $ | (1,291 | ) | $ | 2,203 | ||||||||
Fiscal Year 2013 | 2,203 | 619 | (1,022 | ) | 1,800 | ||||||||||||
Fiscal Year 2014 | 1,800 | 1,325 | (944 | ) | 2,181 | ||||||||||||
ACQUISITIONS_Tables
ACQUISITIONS (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||||||||||
Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||
Summary of Acquisitions in Exchange for Common Stock and/or Cash | The table below discloses respective details of each acquisition. | ||||||||||||||||||||||||||||||||||||||||
Name of Acquisition | Effective Date of Acquisition | Common Shares | Fair Value of Common | Cash, Net of Working Capital and Other Adjustments | Recorded Earnout | Total Recorded Purchase Price | Maximum Potential Earnout Payable | ||||||||||||||||||||||||||||||||||
Shares | Payable | ||||||||||||||||||||||||||||||||||||||||
Issued | Deferred | Issued | Deferred | Paid | Deferred | Cash | Stock | ||||||||||||||||||||||||||||||||||
(in shares) | (in thousands) | ||||||||||||||||||||||||||||||||||||||||
Netsoft | 5-Mar-14 | — | — | $ | — | $ | — | $ | 2,373 | $ | 1,022 | $ | 1,825 | $ | — | $ | 5,220 | $ | 1,825 | ||||||||||||||||||||||
Jointech | 30-Apr-14 | — | 89,552 | — | 2,788 | 10,000 | 4,000 | 15,000 | 5,000 | 36,788 | 20,000 | ||||||||||||||||||||||||||||||
GGA (1) | 6-Jun-14 | — | — | — | — | 14,892 | — | 11,400 | — | 26,292 | |||||||||||||||||||||||||||||||
Great Fridays | 31-Oct-14 | — | — | — | — | 10,854 | — | 1,173 | — | 12,027 | 1,173 | ||||||||||||||||||||||||||||||
— | 89,552 | $ | — | $ | 2,788 | $ | 38,119 | $ | 5,022 | $ | 29,398 | $ | 5,000 | $ | 80,327 | ||||||||||||||||||||||||||
-1 | The amount of the maximum potential earnout payable to GGA, if any, is not limited based on the terms of the purchase agreement. | ||||||||||||||||||||||||||||||||||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following is a summary of the preliminary estimated fair values of the net assets acquired at the date of each respective acquisition during the year ended December 31, 2014 as originally reported in the quarterly condensed consolidated financial statements and at December 31, 2014: | ||||||||||||||||||||||||||||||||||||||||
Netsoft | Jointech | GGA | Great Fridays | Total | |||||||||||||||||||||||||||||||||||||
At Originally Reported | At December 31, 2014 | As Originally Reported | At December 31, 2014 | As Originally Reported | At December 31, 2014 | At December 31, 2014 | As Originally Reported | At December 31, 2014 | |||||||||||||||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | — | $ | 871 | $ | 871 | $ | — | $ | — | $ | 259 | $ | 1,130 | $ | 1,130 | |||||||||||||||||||||||
Trade receivables and other current assets | 788 | 788 | 784 | 784 | 5,157 | 5,471 | 1,825 | 8,554 | 8,868 | ||||||||||||||||||||||||||||||||
Property and equipment and other long-term assets | 52 | 52 | 338 | 338 | 444 | 444 | 262 | 1,096 | 1,096 | ||||||||||||||||||||||||||||||||
Deferred tax asset | 351 | — | — | — | 4,463 | — | — | 4,814 | — | ||||||||||||||||||||||||||||||||
Acquired intangible assets | 1,700 | 1,700 | 25,744 | 22,485 | 10,959 | 10,959 | 5,747 | 44,150 | 40,891 | ||||||||||||||||||||||||||||||||
Goodwill | 2,776 | 2,749 | 11,033 | 17,404 | 6,496 | 12,115 | 6,947 | 27,252 | 39,215 | ||||||||||||||||||||||||||||||||
Total assets acquired | 5,667 | 5,289 | 38,770 | 41,882 | 27,519 | 28,989 | 15,040 | 86,996 | 91,200 | ||||||||||||||||||||||||||||||||
Accounts payable and accrued expenses | 69 | 69 | 728 | 728 | 2,593 | 2,593 | 872 | 4,262 | 4,262 | ||||||||||||||||||||||||||||||||
Deferred revenue | — | — | — | — | — | 104 | 317 | 317 | 421 | ||||||||||||||||||||||||||||||||
Due to employees | — | — | 1,254 | 1,254 | — | — | 624 | 1,878 | 1,878 | ||||||||||||||||||||||||||||||||
Deferred tax liability | — | — | — | 3,112 | — | — | 1,200 | 1,200 | 4,312 | ||||||||||||||||||||||||||||||||
Total liabilities assumed | 69 | 69 | 1,982 | 5,094 | 2,593 | 2,697 | 3,013 | 7,657 | 10,873 | ||||||||||||||||||||||||||||||||
Net assets acquired | $ | 5,598 | $ | 5,220 | $ | 36,788 | $ | 36,788 | $ | 24,926 | $ | 26,292 | $ | 12,027 | $ | 79,339 | $ | 80,327 | |||||||||||||||||||||||
The above estimated fair values of the assets acquired and liabilities assumed are provisional and based on the information that was available as of the acquisition date and updated for any changes as of December 31, 2014. During the year ended December 31, 2014, the following updates were made to the initially reported balances with some of the adjustments being reported in the third quarter between goodwill and deferred tax accounts. | |||||||||||||||||||||||||||||||||||||||||
For Netsoft, the deferred tax asset and goodwill were adjusted and decreased the net assets acquired by $378. For Jointech, intangible assets were adjusted to reflect the results of a preliminary valuation report obtained and a deferred tax liability was established, both increasing goodwill with no change to the net assets acquired. For GGA, additional accounts receivable and deferred revenue were recognized, deferred tax assets were netted with recognized deferred tax liabilities, and the final working capital adjustment was completed, which in aggregate increased the net assets acquired by $1,366. | |||||||||||||||||||||||||||||||||||||||||
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table presents the estimated fair values and useful lives of intangible assets acquired during the year ended December 31, 2014: | ||||||||||||||||||||||||||||||||||||||||
Netsoft | Jointech | GGA | Great Fridays | ||||||||||||||||||||||||||||||||||||||
Weighted Average | Amount | Weighted Average | Amount | Weighted Average | Amount | Weighted Average | Amount | ||||||||||||||||||||||||||||||||||
Useful Life | Useful Life | Useful Life | Useful Life | ||||||||||||||||||||||||||||||||||||||
(in years) | (in years) | (in years) | (in years) | ||||||||||||||||||||||||||||||||||||||
Customer relationships | 10 | $ | 1,700 | 10 | $ | 22,173 | 10 | $ | 10,959 | 10 | $ | 5,747 | |||||||||||||||||||||||||||||
Trade names | — | — | 2 | 312 | — | — | — | — | |||||||||||||||||||||||||||||||||
Total | $ | 1,700 | $ | 22,485 | $ | 10,959 | $ | 5,747 | |||||||||||||||||||||||||||||||||
Summary of Revenues, Net Income/(Losses) And Acquisition-Related Costs | The following is a summary of revenues, net income and acquisition-related costs included in the consolidated statements of income and comprehensive income for the year ended December 31, 2014: | ||||||||||||||||||||||||||||||||||||||||
For the Year Ended December 31, 2014 | |||||||||||||||||||||||||||||||||||||||||
Netsoft | Jointech | GGA | Great Fridays | Total | |||||||||||||||||||||||||||||||||||||
Revenues | $ | 5,068 | $ | 13,060 | $ | 19,809 | $ | 1,821 | $ | 39,758 | |||||||||||||||||||||||||||||||
Net Income | 806 | 1 | (3,090 | ) | 2 | 822 | 3 | (72 | ) | 4 | (1,534 | ) | |||||||||||||||||||||||||||||
Acquisition-related costs | $ | 75 | $ | 361 | $ | 325 | $ | 24 | $ | 785 | |||||||||||||||||||||||||||||||
-1 | Included in net income is $252 of stock-based compensation expense related to the Netsoft Employment Shares for the year ended December 31, 2014. | ||||||||||||||||||||||||||||||||||||||||
-2 | Included in net income is $1,738 of stock-based compensation expense related to the Jointech Employment Shares for the year ended December 31, 2014. | ||||||||||||||||||||||||||||||||||||||||
-3 | Included in net income is $4,322 of stock-based compensation expense related to the GGA Employment Shares for the year ended December 31, 2014. | ||||||||||||||||||||||||||||||||||||||||
-4 | Included in net income is $239 of stock-based compensation expense related to the Great Fridays Employment Shares for the year ended December 31, 2014. |
GOODWILL_AND_INTANGIBLE_ASSETS1
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||
Schedule of Goodwill By Reportable Segment | Goodwill by reportable segment was as follows: | |||||||||||||||
North America | Europe | Russia | Total | |||||||||||||
Balance as of January 1, 2013 | $ | 16,643 | $ | 2,864 | $ | 3,191 | $ | 22,698 | ||||||||
Net effect of foreign currency exchange rate changes | (205 | ) | — | (225 | ) | (430 | ) | |||||||||
Balance as of December 31, 2013 | 16,438 | 2,864 | 2,966 | 22,268 | ||||||||||||
Acquisition of Netsoft (Note 2) | 2,749 | — | — | 2,749 | ||||||||||||
Acquisition of Jointech (Note 2) | — | 17,404 | — | 17,404 | ||||||||||||
Acquisition of GGA (Note 2) | 12,115 | — | — | 12,115 | ||||||||||||
Acquisition of Great Fridays (Note 2) | — | 6,947 | — | 6,947 | ||||||||||||
Goodwill written-off | — | — | (2,241 | ) | (2,241 | ) | ||||||||||
Net effect of foreign currency exchange rate changes | (224 | ) | (876 | ) | (725 | ) | (1,825 | ) | ||||||||
Balance as of December 31, 2014 | $ | 31,078 | $ | 26,339 | $ | — | $ | 57,417 | ||||||||
Components of Intangible Assets | ||||||||||||||||
2014 | ||||||||||||||||
Weighted average life at acquisition (in years) | Gross carrying amount | Accumulated amortization | Net | |||||||||||||
carrying amount | ||||||||||||||||
Client relationships | 10 | $ | 48,482 | $ | (4,664 | ) | $ | 43,818 | ||||||||
Trade name | 5 | 6,372 | (2,894 | ) | 3,478 | |||||||||||
Non-competition agreements | 5 | 813 | (420 | ) | 393 | |||||||||||
Total | $ | 55,667 | $ | (7,978 | ) | $ | 47,689 | |||||||||
2013 | ||||||||||||||||
Weighted average life at acquisition (in years) | Gross carrying amount | Accumulated amortization | Net | |||||||||||||
carrying amount | ||||||||||||||||
Client relationships | 9 | $ | 13,432 | $ | (4,885 | ) | $ | 8,547 | ||||||||
Trade name | 5 | 6,232 | (1,643 | ) | 4,589 | |||||||||||
Non-competition agreements | 5 | 848 | (250 | ) | 598 | |||||||||||
Total | $ | 20,512 | $ | (6,778 | ) | $ | 13,734 | |||||||||
2012 | ||||||||||||||||
Weighted average life at acquisition (in years) | Gross carrying amount | Accumulated amortization | Net | |||||||||||||
carrying amount | ||||||||||||||||
Client relationships | 9 | $ | 13,724 | $ | (3,640 | ) | $ | 10,084 | ||||||||
Trade name | 5 | 6,372 | (439 | ) | 5,933 | |||||||||||
Non-competition agreements | 5 | 881 | (64 | ) | 817 | |||||||||||
Total | $ | 20,977 | $ | (4,143 | ) | $ | 16,834 | |||||||||
Finite-lived Intangible Assets Amortization Expense [Table Text Block] | All of the intangible assets have finite lives and as such are subject to amortization. Recognized amortization expense for the years ended December 31 is presented in the table below: | |||||||||||||||
For the Years Ended December 31, | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Client relationships | $ | 3,843 | $ | 1,373 | $ | 627 | ||||||||||
Trade name | 1,319 | 1,222 | 333 | |||||||||||||
Non-competition agreements | 187 | 190 | 64 | |||||||||||||
Total | $ | 5,349 | $ | 2,785 | $ | 1,024 | ||||||||||
Estimated Amortization Expenses | Estimated amortization expenses of the Company’s existing intangible assets for the next five years ending December 31, were as follows: | |||||||||||||||
Amount | ||||||||||||||||
2015 | $ | 6,520 | ||||||||||||||
2016 | 6,383 | |||||||||||||||
2017 | 5,957 | |||||||||||||||
2018 | 5,032 | |||||||||||||||
2019 | 4,748 | |||||||||||||||
Thereafter | 19,049 | |||||||||||||||
Total | $ | 47,689 | ||||||||||||||
PREPAID_AND_OTHER_CURRENT_ASSE1
PREPAID AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||||||||
Prepaid and Other Current Assets | Prepaid and other current assets consisted of the following: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Taxes receivable | $ | 3,966 | $ | 7,295 | |||||
Prepaid expenses | 3,703 | 3,399 | |||||||
Security deposits under operating leases | 476 | 1,005 | |||||||
Prepaid equipment | 185 | 986 | |||||||
Unamortized software licenses and subscriptions | 454 | 981 | |||||||
Due from employees | 96 | 218 | |||||||
Other | 409 | 471 | |||||||
Total | $ | 9,289 | $ | 14,355 | |||||
EMPLOYEE_LOANS_AND_ALLOWANCE_F1
EMPLOYEE LOANS AND ALLOWANCE FOR LOAN LOSSES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Loans and Leases Receivable, Related Parties Disclosure [Abstract] | ||||||||
Categories of Employee Loans Included in Loans Portfolio | At December 31, 2014 and December 31, 2013, categories of employee loans included in the loan portfolio were as follows: | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Housing loans | $ | 5,848 | $ | 5,896 | ||||
Relocation and other loans | 667 | 494 | ||||||
Total employee loans | 6,515 | 6,390 | ||||||
Less: | ||||||||
Allowance for loan losses | — | — | ||||||
Total loans, net of allowance for loan losses | $ | 6,515 | $ | 6,390 | ||||
RESTRICTED_CASH_AND_TIME_DEPOS1
RESTRICTED CASH AND TIME DEPOSITS (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Cash and Cash Equivalents [Abstract] | ||||||||
Schedule of Restricted Cash and Cash Equivalents | Restricted cash and time deposits consisted of the following: | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Time deposits | $ | — | $ | 1,188 | ||||
Short-term security deposits under customer contracts | — | 298 | ||||||
Long-term deposits under employee loan programs | 156 | 225 | ||||||
Long-term deposits under operating leases | — | — | ||||||
Total | $ | 156 | $ | 1,711 | ||||
PROPERTY_AND_EQUIPMENT_NET_Tab
PROPERTY AND EQUIPMENT - NET (Tables) | 12 Months Ended | |
Dec. 31, 2014 | ||
Property, Plant and Equipment [Abstract] | ||
Property and Equipment | ||
7 | PROPERTY AND EQUIPMENT — NET | |
Property and equipme |
ACCRUED_EXPENSES_AND_OTHER_LIA1
ACCRUED EXPENSES AND OTHER LIABILITIES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Schedule of Accrued Liabilities | Accrued expenses consisted of the following: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Compensation | $ | 22,766 | $ | 13,674 | |||||
Acquisition related deferred consideration | 1,022 | — | |||||||
Subcontractor costs | 2,815 | 2,933 | |||||||
Professional fees | 1,162 | 947 | |||||||
Facilities costs | 757 | 334 | |||||||
Other | 3,681 | 2,287 | |||||||
Total | $ | 32,203 | $ | 20,175 | |||||
TAXES_PAYABLE_TAXES_PAYABLE_Ta
TAXES PAYABLE TAXES PAYABLE (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Taxes Payable, Current [Abstract] | |||||||||
TaxesPayable | Current taxes payable consisted of the following: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Corporate profit tax | $ | 7,982 | $ | 3,717 | |||||
Value added taxes | 6,279 | 5,975 | |||||||
Payroll, social security, and other taxes | 10,443 | 4,479 | |||||||
Total | $ | 24,704 | $ | 14,171 | |||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Income before provision of income taxes | Income before provision for income taxes shown below was based on the geographic location to which such income was attributed as follows: | ||||||||||||
For the Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Income before income tax expense: | |||||||||||||
Domestic | $ | (7,229 | ) | $ | 7,001 | $ | 9,291 | ||||||
Foreign | 94,182 | 69,769 | 56,572 | ||||||||||
Total | $ | 86,953 | $ | 76,770 | $ | 65,863 | |||||||
Components of income tax expense | |||||||||||||
For the Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Income tax expense (benefit) consists of: | |||||||||||||
Current | |||||||||||||
Federal | $ | 7,741 | $ | 6,150 | $ | 6,881 | |||||||
State | 338 | 310 | 319 | ||||||||||
Foreign | 12,504 | 8,275 | 7,969 | ||||||||||
Deferred | |||||||||||||
Federal | (3,979 | ) | (668 | ) | (625 | ) | |||||||
State | (43 | ) | 14 | 24 | |||||||||
Foreign | 751 | 695 | (3,189 | ) | |||||||||
Total | $ | 17,312 | $ | 14,776 | $ | 11,379 | |||||||
Components of deferred tax assets and liabilities | The components of the Company’s deferred tax assets and liabilities were as follows: | ||||||||||||
December 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets: | |||||||||||||
Fixed assets | $ | 181 | $ | 732 | |||||||||
Intangible assets | 3,789 | 4,532 | |||||||||||
Accrued expenses | 1,282 | 3,488 | |||||||||||
Net operating loss carryforward | 844 | — | |||||||||||
Deferred revenue | 4,328 | 2,050 | |||||||||||
Stock-based compensation | 6,994 | 407 | |||||||||||
Valuation allowance | (149 | ) | — | ||||||||||
Restricted stock options | 2 | 1,336 | |||||||||||
Other assets | 30 | 680 | |||||||||||
Deferred tax assets | 17,301 | 13,225 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Fixed assets | 800 | 804 | |||||||||||
Accrued revenue and expenses | 635 | 846 | |||||||||||
Deferred inter-company gain | 405 | 405 | |||||||||||
Equity compensation | 7,013 | 1,593 | |||||||||||
Other liabilities | 24 | 254 | |||||||||||
Deferred tax liability | 8,877 | 3,902 | |||||||||||
Net deferred tax asset | $ | 8,424 | $ | 9,323 | |||||||||
Reconciliation of effective income tax | The provision for income taxes differs from the amount of income tax determined by applying the applicable US statutory federal income tax rate to pretax income as follows: | ||||||||||||
For the Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Statutory federal tax | $ | 29,564 | $ | 26,102 | $ | 22,393 | |||||||
Increase/ (decrease) in taxes resulting from: | |||||||||||||
State taxes, net of federal benefit | 311 | 368 | 280 | ||||||||||
Provision adjustment for current year uncertain tax position | (1,220 | ) | — | — | |||||||||
Effect of permanent differences | 8,589 | 2,524 | 2,177 | ||||||||||
Stock-based compensation | 3,782 | 1,948 | 1,165 | ||||||||||
Rate differential between U.S. and foreign | (24,772 | ) | (17,279 | ) | (14,472 | ) | |||||||
Change in foreign tax rate | 754 | (59 | ) | 148 | |||||||||
Change in valuation allowance | 149 | 489 | (489 | ) | |||||||||
Other | 155 | 683 | 177 | ||||||||||
Provision for income taxes | $ | 17,312 | $ | 14,776 | $ | 11,379 | |||||||
Unrecognized tax benefits | The beginning to ending reconciliation of the gross unrecognized tax benefits were as follows: | ||||||||||||
For the Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Gross Balance at January 1 | $ | 1,271 | $ | 1,271 | $ | 1,271 | |||||||
Increases in tax positions in current year | — | — | — | ||||||||||
Increases in tax positions in prior year | — | — | — | ||||||||||
Decreases due to settlement | (1,071 | ) | — | — | |||||||||
Balance at December 31 | $ | 200 | $ | 1,271 | $ | 1,271 | |||||||
COMMON_AND_PREFERRED_STOCK_Tab
COMMON AND PREFERRED STOCK (Tables) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Equity [Abstract] | |||
Conversion of Convertible Preferred Stock | Upon the closing of the initial public offering, all outstanding Series-A1 and Series-A2 convertible redeemable preferred stock, and Series A3 convertible preferred stock were converted into a total of 21,840,128 shares of common stock, as shown in the table below. | ||
Conversion Shares | |||
Series A-1 Convertible Redeemable Preferred Stock | 16,439,480 | ||
Series A-2 Convertible Redeemable Preferred Stock | 3,078,432 | ||
Series A-3 Convertible Preferred Stock | 2,322,216 | ||
Total | 21,840,128 | ||
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Costs Related to Stock Compensation Plans | The following costs related to the Company’s stock compensation plans were included in the consolidated statements of income and comprehensive income: | ||||||||||||
For the Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Cost of revenues | $ | 8,648 | $ | 4,823 | $ | 2,809 | |||||||
Selling, general and administrative expenses | 15,972 | 8,327 | 4,017 | ||||||||||
Total | $ | 24,620 | $ | 13,150 | $ | 6,826 | |||||||
Stock Option Activity | Stock option activity under the Company’s plans is set forth below: | ||||||||||||
Number of | Weighted Average | Aggregate | |||||||||||
Options | Exercise Price | Intrinsic Value | |||||||||||
Options outstanding at January 1, 2012 | 6,595,136 | $ | 4.65 | $ | 48,447 | ||||||||
Options granted | 1,443,810 | 16.8 | 1,877 | ||||||||||
Options exercised | (1,552,742 | ) | 3.53 | (22,623 | ) | ||||||||
Options forfeited/cancelled | (189,495 | ) | 11.35 | (1,279 | ) | ||||||||
Options outstanding at December 31, 2012 | 6,296,709 | $ | 7.51 | $ | 66,682 | ||||||||
Options granted | 1,987,952 | 23.6 | 22,543 | ||||||||||
Options exercised | (2,156,898 | ) | 4.31 | (66,066 | ) | ||||||||
Options forfeited/cancelled | (304,227 | ) | 11.5 | (7,131 | ) | ||||||||
Options outstanding at December 31, 2013 | 5,823,536 | $ | 13.99 | $ | 122,003 | ||||||||
Options granted | 2,400,500 | 32.51 | 36,584 | ||||||||||
Options exercised | (1,171,097 | ) | 9.05 | (45,321 | ) | ||||||||
Options forfeited/cancelled | (214,193 | ) | 25.33 | (4,802 | ) | ||||||||
Options outstanding at December 31, 2014 | 6,838,746 | $ | 20.98 | $ | 183,073 | ||||||||
Options vested and exercisable at December 31, 2014 | 2,406,016 | $ | 9.83 | $ | 91,236 | ||||||||
Options expected to vest | 4,074,226 | $ | 26.82 | $ | 85,274 | ||||||||
Service-based Awards Activity | Summarized activity related to the Company’s service-based awards for the years ended December 31, 2014, 2013 and 2012 was as follows: | ||||||||||||
Number of | Weighted Average Grant Date | ||||||||||||
Shares | Fair Value Per Share | ||||||||||||
Unvested service-based awards outstanding at January 1, 2012 | — | $ | — | ||||||||||
Awards granted | 757,272 | 17.15 | |||||||||||
Awards vested | (97,400 | ) | 12 | ||||||||||
Unvested service-based awards outstanding at December 31, 2012 | 659,872 | $ | 17.92 | ||||||||||
Awards granted | 15,524 | 23.69 | |||||||||||
Awards vested | (330,468 | ) | 17.33 | ||||||||||
Unvested service-based awards outstanding at December 31, 2013 | 344,928 | $ | 18.74 | ||||||||||
Awards granted | 523,220 | 40.41 | |||||||||||
Awards vested | (217,668 | ) | 17.84 | ||||||||||
Awards forfeited/cancelled | (17,038 | ) | 21.14 | ||||||||||
Unvested service-based awards outstanding at December 31, 2014 | 633,442 | $ | 36.88 | ||||||||||
Performance-based Awards Activity | Summarized activity related to the Company’s performance-based awards for the years ended December 31, 2014, was as follows: | ||||||||||||
Number of Shares | Weighted Average Grant Date Fair Value Per Share | ||||||||||||
Unvested performance-based awards outstanding at December 31, 2013 | — | $ | — | ||||||||||
Awards granted | 387,058 | 38.18 | |||||||||||
Awards vested | — | — | |||||||||||
Awards forfeited/cancelled | (2,550 | ) | 36.57 | ||||||||||
Changes in the number of awards expected to be delivered | (12,998 | ) | 5.47 | ||||||||||
Unvested performance-based awards outstanding at December 31, 2014 | 371,510 | $ | 39.34 | ||||||||||
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
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 of common stock as follows: | ||||||||||||
For the Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Numerator for common earnings per share: | |||||||||||||
Net income | $ | 69,641 | $ | 61,994 | $ | 54,484 | |||||||
Net income allocated to participating securities | — | — | (3,341 | ) | |||||||||
Numerator for basic earnings per share | 69,641 | 61,994 | 51,143 | ||||||||||
Effect on income available from reallocation of options | — | — | 261 | ||||||||||
Numerator for diluted earnings per share | $ | 69,641 | $ | 61,994 | $ | 51,404 | |||||||
Denominator for basic earnings per share: | |||||||||||||
Weighted average common shares outstanding | 47,189 | 45,754 | 40,190 | ||||||||||
Effect of dilutive securities: | |||||||||||||
Stock options, RSUs and performance-based awards | 2,545 | 2,604 | 3,631 | ||||||||||
Denominator for diluted earnings per share | 49,734 | 48,358 | 43,821 | ||||||||||
Net income per share: | |||||||||||||
Basic | $ | 1.48 | $ | 1.35 | $ | 1.27 | |||||||
Diluted | $ | 1.4 | $ | 1.28 | $ | 1.17 | |||||||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Future minimum rental payments under operating leases | Future minimum rental payments under operating leases that have initial or remaining lease terms in excess of one year as of December 31, 2014 were as follows: | ||||
Year Ending December 31, | Operating Leases | ||||
2015 | $ | 16,718 | |||
2016 | 10,482 | ||||
2017 | 7,668 | ||||
2018 | 4,993 | ||||
2019 | 3,589 | ||||
Thereafter | 952 | ||||
Total minimum lease payments | $ | 44,402 | |||
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Assets Measured at Fair Value on Recurring Basis | The following table represents the Company’s fair value hierarchy for its financial assets as of December 31, 2014 and 2013. | ||||||||||||||||
As of December 2014 | |||||||||||||||||
Balance | Level 1 | Level 2 | Level 3 | ||||||||||||||
Cash and cash equivalents | $ | 220,534 | $ | 220,534 | $ | — | $ | — | |||||||||
Time deposits and restricted cash | 156 | — | 156 | — | |||||||||||||
Employee loans | 6,515 | — | — | 6,515 | |||||||||||||
Total assets measured at fair value on recurring basis | $ | 227,205 | $ | 220,534 | $ | 156 | $ | 6,515 | |||||||||
As of December 2013 | |||||||||||||||||
Balance | Level 1 | Level 2 | Level 3 | ||||||||||||||
Cash and cash equivalents | $ | 169,207 | $ | 169,207 | $ | — | $ | — | |||||||||
Time deposits and restricted cash | 1,711 | — | 1,711 | — | |||||||||||||
Employee loans | 6,390 | — | — | 6,390 | |||||||||||||
Total assets measured at fair value on recurring basis | $ | 177,308 | $ | 169,207 | $ | 1,711 | $ | 6,390 | |||||||||
Liabilities Measured at Fair Value on Recurring Basis | The following tables show the fair values of the Company’s financial liabilities measured at fair value on a recurring basis: | ||||||||||||||||
As of December 31, 2014 | |||||||||||||||||
Balance | Level 3 | ||||||||||||||||
Contingent consideration | $ | 37,400 | $ | 37,400 | |||||||||||||
Performance-based equity awards | 3,223 | 3,223 | |||||||||||||||
Total liabilities measured at fair value on a recurring basis | $ | 40,623 | $ | 40,623 | |||||||||||||
Reconciliation of Liabilities Measured on Recurring Basis, Unobservable Input | A reconciliation of the beginning and ending balances of acquisition-related contractual contingent liabilities using significant unobservable inputs (Level 3) for the year ended December 31, 2014 , was as follows: | ||||||||||||||||
Amount | |||||||||||||||||
Contractual contingent liabilities at January 1, 2014 | $ | — | |||||||||||||||
Acquisition date fair value of contractual contingent liabilities — Netsoft | 1,825 | ||||||||||||||||
Acquisition date fair value of contractual contingent liabilities — Jointech | 20,000 | ||||||||||||||||
Acquisition date fair value of contractual contingent liabilities — GGA | 11,400 | ||||||||||||||||
Acquisition date fair value of contractual contingent liabilities — Great Fridays | 1,173 | ||||||||||||||||
Liability-classified stock-based awards | 3,088 | ||||||||||||||||
Changes in fair value of contractual contingent liabilities included in earnings | 2,059 | ||||||||||||||||
Changes in fair value of contractual contingent liabilities recorded against goodwill | 1,366 | ||||||||||||||||
Effect of net foreign currency exchange rate changes | (288 | ) | |||||||||||||||
Contractual contingent liabilities at December 31, 2014 | $ | 40,623 | |||||||||||||||
OPERATING_SEGMENTS_Tables
OPERATING SEGMENTS (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Segment Reporting [Abstract] | |||||||||||||
Revenues from External Customers and Segment Operating Profit Before Unallocated Expenses | Revenues from external customers and segment operating profit, before unallocated expenses, for the North America, Europe, Russia and Other reportable segments were as follows: | ||||||||||||
For the years ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Total segment revenues: | |||||||||||||
North America | $ | 374,509 | $ | 284,636 | $ | 197,271 | |||||||
Europe | 299,279 | 204,150 | 168,913 | ||||||||||
Russia | 50,663 | 55,764 | 50,552 | ||||||||||
Other | 5,552 | 10,493 | 16,986 | ||||||||||
Total segment revenues | $ | 730,003 | $ | 555,043 | $ | 433,722 | |||||||
Segment operating profit: | |||||||||||||
North America | $ | 90,616 | $ | 66,814 | $ | 38,671 | |||||||
Europe | 50,189 | 34,573 | 32,750 | ||||||||||
Russia | 7,034 | 7,077 | 9,049 | ||||||||||
Other | (3,220 | ) | 844 | 6,985 | |||||||||
Total segment operating profit | $ | 144,619 | $ | 109,308 | $ | 87,455 | |||||||
Reconciliation of Segment Revenues and Operating Profit to Consolidated Income Before Provision for Income Taxes | Reconciliation of segment revenues and operating profit to consolidated income before provision for income taxes is presented below: | ||||||||||||
For the Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Total segment revenues | $ | 730,003 | $ | 555,043 | $ | 433,722 | |||||||
Unallocated revenue | 24 | 74 | 77 | ||||||||||
Revenues | $ | 730,027 | $ | 555,117 | $ | 433,799 | |||||||
Total segment operating profit: | $ | 144,619 | $ | 109,308 | $ | 87,455 | |||||||
Unallocated amounts: | |||||||||||||
Other revenues | 24 | 74 | 77 | ||||||||||
Stock-based compensation expense | (24,620 | ) | (13,150 | ) | (6,826 | ) | |||||||
Non-corporate taxes | (6,882 | ) | (3,201 | ) | (2,346 | ) | |||||||
Professional fees | (5,312 | ) | (3,651 | ) | (2,850 | ) | |||||||
Depreciation and amortization | (7,988 | ) | (2,829 | ) | (1,100 | ) | |||||||
Bank charges | (1,049 | ) | (1,194 | ) | (1,136 | ) | |||||||
Asset impairment | (5,983 | ) | — | — | |||||||||
Stock charge | — | — | (640 | ) | |||||||||
Provision for bad debts | — | (36 | ) | — | |||||||||
Other corporate expenses | (6,626 | ) | (8,828 | ) | (6,628 | ) | |||||||
Income from operations | 86,183 | 76,493 | 66,006 | ||||||||||
Interest and other income, net | 4,769 | 3,077 | 1,941 | ||||||||||
Change in fair value of contingent consideration | (1,924 | ) | — | — | |||||||||
Foreign exchange loss | (2,075 | ) | (2,800 | ) | (2,084 | ) | |||||||
Income before provision for income taxes | $ | 86,953 | $ | 76,770 | $ | 65,863 | |||||||
Geographical Information of Long-Lived Assets Based on Physical Location | Long-lived assets include property and equipment, net of accumulated depreciation and amortization, and management has determined that it is not practical to allocate these assets by segment since such assets are used interchangeably among the segments. Geographical information about the Company’s long-lived assets based on physical location of the assets was as follows: | ||||||||||||
December 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
Belarus | $ | 41,652 | $ | 38,697 | |||||||||
Ukraine | 4,392 | 5,525 | |||||||||||
Hungary | 2,773 | 2,644 | |||||||||||
Russia | 2,196 | 3,414 | |||||||||||
United States | 2,001 | 2,217 | |||||||||||
Other | 2,120 | 818 | |||||||||||
Total | $ | 55,134 | $ | 53,315 | |||||||||
Revenues by Client Location | Information about the Company’s revenues by client location is as follows: | ||||||||||||
For the Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
United States | $ | 318,304 | $ | 247,979 | $ | 197,593 | |||||||
United Kingdom | 141,366 | 108,892 | 98,346 | ||||||||||
Switzerland | 87,111 | 51,941 | 30,120 | ||||||||||
Russia | 48,945 | 53,328 | 47,507 | ||||||||||
Canada | 49,193 | 33,759 | 9,256 | ||||||||||
Germany | 25,740 | 20,261 | 16,391 | ||||||||||
China | 13,445 | — | — | ||||||||||
Netherlands | 8,838 | 7,719 | 3,127 | ||||||||||
Sweden | 7,892 | 5,742 | 4,913 | ||||||||||
Kazakhstan | 5,238 | 9,886 | 11,352 | ||||||||||
Other locations | 15,545 | 7,984 | 8,777 | ||||||||||
Reimbursable expenses and other revenues | 8,410 | 7,626 | 6,417 | ||||||||||
Revenues | $ | 730,027 | $ | 555,117 | $ | 433,799 | |||||||
Revenues by Service Offering | Information about the Company’s revenues by service offering is as follows: | ||||||||||||
For the Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Software development | $ | 504,590 | $ | 374,426 | $ | 290,139 | |||||||
Application testing services | 140,363 | 109,222 | 85,849 | ||||||||||
Application maintenance and support | 58,840 | 45,971 | 36,056 | ||||||||||
Infrastructure services | 14,198 | 14,433 | 12,424 | ||||||||||
Licensing | 3,626 | 3,439 | 2,914 | ||||||||||
Reimbursable expenses and other revenues | 8,410 | 7,626 | 6,417 | ||||||||||
Revenues | $ | 730,027 | $ | 555,117 | $ | 433,799 | |||||||
QUARTERLY_FINANCIAL_DATA_Table
QUARTERLY FINANCIAL DATA (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||
Schedule of Quarterly Financial Information | Summarized quarterly results for the two years ended December 31, 2014 and 2013 were as follows: | ||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||
2014 | March 31 | June 30 | September 30 | December 31 | Full Year | ||||||||||||||||
Revenues | $ | 160,384 | $ | 174,695 | $ | 192,764 | $ | 202,184 | $ | 730,027 | |||||||||||
Operating expenses: | |||||||||||||||||||||
Cost of revenues (exclusive of depreciation and amortization) | 102,454 | 110,102 | 122,509 | 121,465 | 456,530 | ||||||||||||||||
Selling, general and administrative expenses | 32,359 | 38,671 | 42,875 | 49,761 | 163,666 | ||||||||||||||||
Depreciation and amortization expense | 3,689 | 5,451 | 5,510 | 2,833 | 17,483 | ||||||||||||||||
Goodwill impairment loss | — | — | — | 2,241 | 2,241 | ||||||||||||||||
Other operating (income)/ expenses, net | 25 | 1,995 | 35 | 1,869 | 3,924 | ||||||||||||||||
Income from operations | 21,857 | 18,476 | 21,835 | 24,015 | 86,183 | ||||||||||||||||
Interest and other income, net | 976 | 1,164 | 1,261 | 1,368 | 4,769 | ||||||||||||||||
Change in fair value of contingent consideration | — | — | — | (1,924 | ) | (1,924 | ) | ||||||||||||||
Foreign exchange loss | (1,241 | ) | (1,239 | ) | (718 | ) | 1,123 | (2,075 | ) | ||||||||||||
Income before provision for income taxes | 21,592 | 18,401 | 22,378 | 24,582 | 86,953 | ||||||||||||||||
Provision for income taxes | 4,228 | 3,587 | 3,338 | 6,159 | 17,312 | ||||||||||||||||
Net income | $ | 17,364 | $ | 14,814 | $ | 19,040 | $ | 18,423 | $ | 69,641 | |||||||||||
Comprehensive income | $ | 13,787 | $ | 17,708 | $ | 10,780 | $ | 7,115 | $ | 49,390 | |||||||||||
Basic net income per share(1) | $ | 0.37 | $ | 0.31 | $ | 0.4 | $ | 0.39 | $ | 1.48 | |||||||||||
Diluted net income per share(1) | $ | 0.35 | $ | 0.3 | $ | 0.38 | $ | 0.37 | $ | 1.4 | |||||||||||
-1 | Earnings per share amounts for each quarter may not necessarily total to the yearly earnings per share due to the weighting of shares outstanding on a quarterly and year to date basis. | ||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||
2013 | March 31 | June 30 | September 30 | December 31 | Full Year | ||||||||||||||||
Revenues | $ | 124,198 | $ | 133,184 | $ | 140,150 | $ | 157,585 | $ | 555,117 | |||||||||||
Operating expenses: | |||||||||||||||||||||
Cost of revenues (exclusive of depreciation and amortization) | 77,937 | 83,547 | 88,539 | 97,627 | 347,650 | ||||||||||||||||
Selling, general and administrative expenses | 27,083 | 28,541 | 27,893 | 32,980 | 116,497 | ||||||||||||||||
Depreciation and amortization expense | 3,617 | 3,854 | 3,906 | 3,743 | 15,120 | ||||||||||||||||
Goodwill impairment loss | — | — | — | — | — | ||||||||||||||||
Other operating (income)/ expenses, net | 25 | (293 | ) | (418 | ) | 43 | (643 | ) | |||||||||||||
Income from operations | 15,536 | 17,535 | 20,230 | 23,192 | 76,493 | ||||||||||||||||
Interest and other income, net | 630 | 769 | 846 | 832 | 3,077 | ||||||||||||||||
Change in fair value of contingent consideration | — | — | — | — | — | ||||||||||||||||
Foreign exchange loss | (499 | ) | (869 | ) | (720 | ) | (712 | ) | (2,800 | ) | |||||||||||
Income before provision for income taxes | 15,667 | 17,435 | 20,356 | 23,312 | 76,770 | ||||||||||||||||
Provision for income taxes | 2,987 | 3,317 | 3,919 | 4,553 | 14,776 | ||||||||||||||||
Net income | $ | 12,680 | $ | 14,118 | $ | 16,437 | $ | 18,759 | $ | 61,994 | |||||||||||
Comprehensive income | $ | 10,337 | $ | 13,073 | $ | 19,412 | $ | 18,361 | $ | 61,183 | |||||||||||
Basic net income per share(1) | $ | 0.28 | $ | 0.31 | $ | 0.36 | $ | 0.4 | $ | 1.35 | |||||||||||
Diluted net income per share(1) | $ | 0.27 | $ | 0.29 | $ | 0.34 | $ | 0.38 | $ | 1.28 | |||||||||||
-1 | Earnings per share amounts for each quarter may not necessarily total to the yearly earnings per share due to the weighting of shares outstanding on a quarterly and year to date basis. |
NATURE_OF_BUSINESS_AND_SIGNIFI3
NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Revenue Recognition) (Details) (Sales Revenue, Net, Product Concentration Risk) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Time and Material Contracts | |||
Concentration Risk [Line Items] | |||
Percentage of total revenues | 84.70% | 82.30% | 84.10% |
Fixed Price Contracts | |||
Concentration Risk [Line Items] | |||
Percentage of total revenues | 13.60% | 15.70% | 13.70% |
NATURE_OF_BUSINESS_AND_SIGNIFI4
NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Allowance for Doubtful Accounts) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at Beginning of Period | $1,800 | $2,203 | $2,250 |
Charged to Costs and Expenses | 1,325 | 619 | 1,244 |
Deductions/ Other | -944 | -1,022 | -1,291 |
Balance at End of Year | $2,181 | $1,800 | $2,203 |
NATURE_OF_BUSINESS_AND_SIGNIFI5
NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Property and Equipment) (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful Life (in years) | 3 years |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful Life (in years) | 50 years |
NATURE_OF_BUSINESS_AND_SIGNIFI6
NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Goodwill and Other Intangible Assets) (Details) | 12 Months Ended |
Dec. 31, 2014 | |
unit | |
Accounting Policies [Abstract] | |
Number of reporting units | 3 |
NATURE_OF_BUSINESS_AND_SIGNIFI7
NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Risks and Uncertainties) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Concentration Risk [Line Items] | |||
Revenues | $730,027,000 | $555,117,000 | $433,799,000 |
Customer Concentration Risk | Unbilled Revenues | UBS AG | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 16.50% | ||
Number of customers | 1 | ||
Customer Concentration Risk | Accounts Receivable Billed | |||
Concentration Risk [Line Items] | |||
Number of customers | 0 | ||
Customer Concentration Risk | Sales Revenue, Net | |||
Concentration Risk [Line Items] | |||
Number of customers | 0 | ||
Customer Concentration Risk | Sales Revenue, Net | UBS AG | |||
Concentration Risk [Line Items] | |||
Number of customers | 1 | ||
Revenues | 97,600,000 | ||
Customer Concentration Risk | Sales Revenue, Net | Top Five Customers | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 32.80% | 30.60% | 31.00% |
Number of customers | 5 | ||
Revenues | 239,396,000 | 169,987,000 | 134,484,000 |
Customer Concentration Risk | Sales Revenue, Net | Top Ten Customers | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 43.90% | 42.30% | 44.40% |
Number of customers | 10 | ||
Revenues | 320,126,000 | 234,955,000 | 192,426,000 |
Supplier Concentration Risk | Cost of Goods Sold and Sales, General and Administrative Expenses | |||
Concentration Risk [Line Items] | |||
Subcontractor costs | 1,885,000 | 2,078,000 | 3,535,000 |
CIS Countries | Geographic Concentration Risk | Assets, Total | |||
Concentration Risk [Line Items] | |||
Cash | 59,300,000 | ||
Belarus | Geographic Concentration Risk | Assets, Total | |||
Concentration Risk [Line Items] | |||
Cash | $34,200,000 |
ACQUISITIONS_Earnout_Obligatio
ACQUISITIONS (Earnout Obligation) (Details) (USD $) | 12 Months Ended | 0 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 05, 2014 | Apr. 30, 2014 | Jun. 06, 2014 | Oct. 31, 2014 | |
Business Acquisition [Line Items] | |||||||
Cash, Net of Working Capital and Other Adjustments, Deferred | $4,000,000 | $0 | $0 | ||||
Netsoft | |||||||
Business Acquisition [Line Items] | |||||||
Cash, Net of Working Capital and Other Adjustments, Paid | 2,373,000 | ||||||
Cash, Net of Working Capital and Other Adjustments, Deferred | 1,022,000 | ||||||
Recorded Earnout Payable, Cash | 1,825,000 | ||||||
Recorded Earnout Payable, Stock | 0 | ||||||
Total Recorded Purchase Price | 5,220,000 | ||||||
Netsoft | Common Stock | |||||||
Business Acquisition [Line Items] | |||||||
Common Shares, Issued (in shares) | 0 | ||||||
Common Shares, Deferred (in shares) | 0 | ||||||
Fair Value of Common Shares, Issued | 0 | ||||||
Fair Value of Common Shares, Deferred | 0 | ||||||
Netsoft | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Maximum Potential Earnout Payable | 1,825,000 | ||||||
Jointech | |||||||
Business Acquisition [Line Items] | |||||||
Cash, Net of Working Capital and Other Adjustments, Paid | 10,000,000 | ||||||
Cash, Net of Working Capital and Other Adjustments, Deferred | 4,000,000 | ||||||
Recorded Earnout Payable, Cash | 15,000,000 | ||||||
Recorded Earnout Payable, Stock | 5,000,000 | ||||||
Total Recorded Purchase Price | 36,788,000 | ||||||
Jointech | Common Stock | |||||||
Business Acquisition [Line Items] | |||||||
Common Shares, Issued (in shares) | 0 | ||||||
Common Shares, Deferred (in shares) | 89,552 | ||||||
Fair Value of Common Shares, Issued | 0 | ||||||
Fair Value of Common Shares, Deferred | 2,788,000 | ||||||
Jointech | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Maximum Potential Earnout Payable | 20,000,000 | ||||||
GGA | |||||||
Business Acquisition [Line Items] | |||||||
Cash, Net of Working Capital and Other Adjustments, Paid | 14,892,000 | ||||||
Cash, Net of Working Capital and Other Adjustments, Deferred | 0 | ||||||
Recorded Earnout Payable, Cash | 11,400,000 | ||||||
Recorded Earnout Payable, Stock | 0 | ||||||
Total Recorded Purchase Price | 26,292,000 | ||||||
GGA | Common Stock | |||||||
Business Acquisition [Line Items] | |||||||
Common Shares, Issued (in shares) | 0 | ||||||
Common Shares, Deferred (in shares) | 0 | ||||||
Fair Value of Common Shares, Issued | 0 | ||||||
Fair Value of Common Shares, Deferred | 0 | ||||||
Great Fridays | |||||||
Business Acquisition [Line Items] | |||||||
Cash, Net of Working Capital and Other Adjustments, Paid | 10,854,000 | ||||||
Cash, Net of Working Capital and Other Adjustments, Deferred | 0 | ||||||
Recorded Earnout Payable, Cash | 1,173,000 | ||||||
Recorded Earnout Payable, Stock | 0 | ||||||
Total Recorded Purchase Price | 12,027,000 | ||||||
Great Fridays | Common Stock | |||||||
Business Acquisition [Line Items] | |||||||
Common Shares, Issued (in shares) | 0 | ||||||
Common Shares, Deferred (in shares) | 0 | ||||||
Fair Value of Common Shares, Issued | 0 | ||||||
Fair Value of Common Shares, Deferred | 0 | ||||||
Great Fridays | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Maximum Potential Earnout Payable | 1,173,000 | ||||||
Total | |||||||
Business Acquisition [Line Items] | |||||||
Cash, Net of Working Capital and Other Adjustments, Paid | 38,119,000 | ||||||
Cash, Net of Working Capital and Other Adjustments, Deferred | 5,022,000 | ||||||
Recorded Earnout Payable, Cash | 29,398,000 | ||||||
Recorded Earnout Payable, Stock | 5,000,000 | ||||||
Total Recorded Purchase Price | 80,327,000 | ||||||
Total | Common Stock | |||||||
Business Acquisition [Line Items] | |||||||
Common Shares, Issued (in shares) | 0 | ||||||
Common Shares, Deferred (in shares) | 89,552 | ||||||
Fair Value of Common Shares, Issued | 0 | ||||||
Fair Value of Common Shares, Deferred | $2,788,000 |
ACQUISITIONS_Narrative_Details
ACQUISITIONS (Narrative) (Details) (USD $) | 12 Months Ended | 0 Months Ended | |||
Dec. 31, 2014 | Mar. 05, 2014 | Apr. 30, 2014 | Jun. 06, 2014 | Oct. 31, 2014 | |
ITprofessional | ITprofessional | ITprofessional | CreativeProfessional | ||
D | |||||
Owner | |||||
Minimum | |||||
Business Acquisition [Line Items] | |||||
Estimated future operating results period, subsequent to acquisition date (in months) | 7 months | ||||
Maximum | |||||
Business Acquisition [Line Items] | |||||
Estimated future operating results period, subsequent to acquisition date (in months) | 12 months | ||||
Netsoft | |||||
Business Acquisition [Line Items] | |||||
Number of professionals | 40 | ||||
Cash in escrow | $256,000 | ||||
Purchase price adjustments | 378,000 | ||||
Jointech | |||||
Business Acquisition [Line Items] | |||||
Number of professionals | 216 | ||||
Evaluation period (in days) | 30 | ||||
Number of former owners | 2 | ||||
Consideration in escrow (as a percent) | 15.00% | ||||
GGA | |||||
Business Acquisition [Line Items] | |||||
Number of professionals | 329 | ||||
Purchase price adjustments | -1,366,000 | ||||
Great Fridays | |||||
Business Acquisition [Line Items] | |||||
Number of professionals | 50 | ||||
Percent of equity interest acquired | 100.00% | ||||
Employment Shares | |||||
Business Acquisition [Line Items] | |||||
Estimate value of shares | 1,017,000 | ||||
Employment Shares | Netsoft | |||||
Business Acquisition [Line Items] | |||||
Share vesting term (in years) | 3 years | 3 years | |||
Employment Shares | Jointech | |||||
Business Acquisition [Line Items] | |||||
Share vesting term (in years) | 3 years | ||||
Estimate value of shares | 7,788,000 | ||||
Cash in escrow period (in months) | 18 months | ||||
Employment Shares | GGA | |||||
Business Acquisition [Line Items] | |||||
Share vesting term (in years) | 3 years | ||||
Estimate value of shares | 20,655,000 | ||||
Employment Shares | Great Fridays | |||||
Business Acquisition [Line Items] | |||||
Share vesting term (in years) | 3 years | ||||
Estimate value of shares | 4,823,000 | ||||
Consideration place in escrow, value, shares | 28,390 | ||||
Employment Shares, Closing Shares | Netsoft | |||||
Business Acquisition [Line Items] | |||||
Stock issued (in shares) | 2,289 | ||||
Deferred stock issued (in shares) | 9,154 | ||||
Cash in escrow period (in months) | 18 months | ||||
Employment Shares, Closing Shares | Jointech | |||||
Business Acquisition [Line Items] | |||||
Stock issued (in shares) | 89,552 | ||||
Employment Shares, Closing Shares | GGA | |||||
Business Acquisition [Line Items] | |||||
Stock issued (in shares) | 262,277 | ||||
Consideration in escrow (in shares) | 102,631 | ||||
Employment Shares, Closing Shares | Great Fridays | |||||
Business Acquisition [Line Items] | |||||
Stock issued (in shares) | 90,864 | ||||
Estimate value of shares | 10,092 | ||||
Employment Shares, Earn-Out Shares | Netsoft | Maximum | |||||
Business Acquisition [Line Items] | |||||
Stock issued (in shares) | 16,349 | ||||
Employment Shares, Earn-Out Shares | Jointech | Maximum | |||||
Business Acquisition [Line Items] | |||||
Estimate value of shares | 5,000,000 | ||||
Common Stock | Netsoft | |||||
Business Acquisition [Line Items] | |||||
Stock issued (in shares) | 0 | ||||
Estimate value of shares | 0 | ||||
Common Stock | Jointech | |||||
Business Acquisition [Line Items] | |||||
Stock issued (in shares) | 0 | ||||
Estimate value of shares | 0 | ||||
Common Stock | GGA | |||||
Business Acquisition [Line Items] | |||||
Stock issued (in shares) | 0 | ||||
Estimate value of shares | 0 | ||||
Common Stock | Great Fridays | |||||
Business Acquisition [Line Items] | |||||
Stock issued (in shares) | 0 | ||||
Estimate value of shares | 0 |
ACQUISITIONS_Estimated_Fair_Va
ACQUISITIONS (Estimated Fair Values) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 05, 2014 | Apr. 30, 2014 | Jun. 06, 2014 |
Business Acquisition [Line Items] | ||||||
Goodwill | $57,417,000 | $22,268,000 | $22,698,000 | |||
Netsoft | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | 0 | 0 | ||||
Trade receivables and other current assets | 788,000 | 788,000 | ||||
Property and equipment and other long-term assets | 52,000 | 52,000 | ||||
Deferred tax asset | 0 | 351,000 | ||||
Acquired intangible assets | 1,700,000 | 1,700,000 | ||||
Goodwill | 2,749,000 | 2,776,000 | ||||
Total assets acquired | 5,289,000 | 5,667,000 | ||||
Accounts payable and accrued expenses | 69,000 | 69,000 | ||||
Deferred revenue | 0 | 0 | ||||
Due to employees | 0 | 0 | ||||
Deferred tax liability | 0 | 0 | ||||
Total liabilities assumed | 69,000 | 69,000 | ||||
Net assets acquired | 5,220,000 | 5,598,000 | ||||
Jointech | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | 871,000 | 871,000 | ||||
Trade receivables and other current assets | 784,000 | 784,000 | ||||
Property and equipment and other long-term assets | 338,000 | 338,000 | ||||
Deferred tax asset | 0 | 0 | ||||
Acquired intangible assets | 22,485,000 | 25,744,000 | ||||
Goodwill | 17,404,000 | 11,033,000 | ||||
Total assets acquired | 41,882,000 | 38,770,000 | ||||
Accounts payable and accrued expenses | 728,000 | 728,000 | ||||
Deferred revenue | 0 | 0 | ||||
Due to employees | 1,254,000 | 1,254,000 | ||||
Deferred tax liability | 3,112,000 | 0 | ||||
Total liabilities assumed | 5,094,000 | 1,982,000 | ||||
Net assets acquired | 36,788,000 | 36,788,000 | ||||
GGA | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | 0 | 0 | ||||
Trade receivables and other current assets | 5,471,000 | 5,157,000 | ||||
Property and equipment and other long-term assets | 444,000 | 444,000 | ||||
Deferred tax asset | 0 | 4,463,000 | ||||
Acquired intangible assets | 10,959,000 | 10,959,000 | ||||
Goodwill | 12,115,000 | 6,496,000 | ||||
Total assets acquired | 28,989,000 | 27,519,000 | ||||
Accounts payable and accrued expenses | 2,593,000 | 2,593,000 | ||||
Deferred revenue | 104,000 | 0 | ||||
Due to employees | 0 | 0 | ||||
Deferred tax liability | 0 | 0 | ||||
Total liabilities assumed | 2,697,000 | 2,593,000 | ||||
Net assets acquired | 26,292,000 | 24,926,000 | ||||
Great Fridays | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | 259,000 | |||||
Trade receivables and other current assets | 1,825,000 | |||||
Property and equipment and other long-term assets | 262,000 | |||||
Deferred tax asset | 0 | |||||
Acquired intangible assets | 5,747,000 | |||||
Goodwill | 6,947,000 | |||||
Total assets acquired | 15,040,000 | |||||
Accounts payable and accrued expenses | 872,000 | |||||
Deferred revenue | 317,000 | |||||
Due to employees | 624,000 | |||||
Deferred tax liability | 1,200,000 | |||||
Total liabilities assumed | 3,013,000 | |||||
Net assets acquired | 12,027,000 | |||||
As Originally Reported | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | 1,130,000 | |||||
Trade receivables and other current assets | 8,554,000 | |||||
Property and equipment and other long-term assets | 1,096,000 | |||||
Deferred tax asset | 4,814,000 | |||||
Acquired intangible assets | 44,150,000 | |||||
Goodwill | 27,252,000 | |||||
Total assets acquired | 86,996,000 | |||||
Accounts payable and accrued expenses | 4,262,000 | |||||
Deferred revenue | 317,000 | |||||
Due to employees | 1,878,000 | |||||
Deferred tax liability | 1,200,000 | |||||
Total liabilities assumed | 7,657,000 | |||||
Net assets acquired | 79,339,000 | |||||
Total | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | 1,130,000 | |||||
Trade receivables and other current assets | 8,868,000 | |||||
Property and equipment and other long-term assets | 1,096,000 | |||||
Deferred tax asset | 0 | |||||
Acquired intangible assets | 40,891,000 | |||||
Goodwill | 39,215,000 | |||||
Total assets acquired | 91,200,000 | |||||
Accounts payable and accrued expenses | 4,262,000 | |||||
Deferred revenue | 421,000 | |||||
Due to employees | 1,878,000 | |||||
Deferred tax liability | 4,312,000 | |||||
Total liabilities assumed | 10,873,000 | |||||
Net assets acquired | $80,327,000 |
ACQUISITIONS_Intangible_Assets
ACQUISITIONS (Intangible Assets) (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Netsoft | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $1,700 |
Jointech | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | 22,485 |
GGA | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | 10,959 |
Great Fridays | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | 5,747 |
Customer relationships | Netsoft | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years |
Finite-lived Intangible Assets Acquired | 1,700 |
Customer relationships | Jointech | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years |
Finite-lived Intangible Assets Acquired | 22,173 |
Customer relationships | GGA | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years |
Finite-lived Intangible Assets Acquired | 10,959 |
Customer relationships | Great Fridays | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years |
Finite-lived Intangible Assets Acquired | 5,747 |
Trade names | Netsoft | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | 0 |
Trade names | Jointech | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years |
Finite-lived Intangible Assets Acquired | 312 |
Trade names | GGA | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | 0 |
Trade names | Great Fridays | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $0 |
ACQUISITIONS_Income_Statement_
ACQUISITIONS (Income Statement) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Business Acquisition [Line Items] | |||||||||||
Revenues | $730,027 | $555,117 | $433,799 | ||||||||
Net income | 18,423 | 19,040 | 14,814 | 17,364 | 18,759 | 16,437 | 14,118 | 12,680 | 69,641 | 61,994 | 54,484 |
Netsoft | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Revenues | 5,068 | ||||||||||
Net income | 806 | ||||||||||
Acquisition related costs | 75 | ||||||||||
Stock-based compensation expense | 252 | ||||||||||
Jointech | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Revenues | 13,060 | ||||||||||
Net income | -3,090 | ||||||||||
Acquisition related costs | 361 | ||||||||||
Stock-based compensation expense | 1,738 | ||||||||||
GGA | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Revenues | 19,809 | ||||||||||
Net income | 822 | ||||||||||
Acquisition related costs | 325 | ||||||||||
Stock-based compensation expense | 4,322 | ||||||||||
Great Fridays | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Revenues | 1,821 | ||||||||||
Net income | -72 | ||||||||||
Acquisition related costs | 24 | ||||||||||
Stock-based compensation expense | 239 | ||||||||||
Total | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Revenues | 39,758 | 46,500 | |||||||||
Net income | -1,534 | ||||||||||
Acquisition related costs | $785 |
GOODWILL_AND_INTANGIBLE_ASSETS2
GOODWILL AND INTANGIBLE ASSETS (Goodwill Roll Forward) (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 05, 2014 | Apr. 30, 2014 | Jun. 06, 2014 | |
Goodwill [Roll Forward] | ||||||||||||||
Balance beginning of period | $22,268,000 | $22,698,000 | $22,268,000 | $22,698,000 | ||||||||||
Goodwill written-off | -2,241,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -2,241,000 | 0 | 0 | |||
Net effect of foreign currency exchange rate changes | -1,825,000 | -430,000 | ||||||||||||
Balance end of period | 57,417,000 | 22,268,000 | 57,417,000 | 22,268,000 | 22,698,000 | |||||||||
North America | ||||||||||||||
Goodwill [Roll Forward] | ||||||||||||||
Balance beginning of period | 16,438,000 | 16,643,000 | 16,438,000 | 16,643,000 | ||||||||||
Goodwill written-off | 0 | |||||||||||||
Net effect of foreign currency exchange rate changes | -224,000 | -205,000 | ||||||||||||
Balance end of period | 31,078,000 | 16,438,000 | 31,078,000 | 16,438,000 | ||||||||||
Europe | ||||||||||||||
Goodwill [Roll Forward] | ||||||||||||||
Balance beginning of period | 2,864,000 | 2,864,000 | 2,864,000 | 2,864,000 | ||||||||||
Goodwill written-off | 0 | |||||||||||||
Net effect of foreign currency exchange rate changes | -876,000 | 0 | ||||||||||||
Balance end of period | 26,339,000 | 2,864,000 | 26,339,000 | 2,864,000 | ||||||||||
Russia | ||||||||||||||
Goodwill [Roll Forward] | ||||||||||||||
Balance beginning of period | 2,966,000 | 3,191,000 | 2,966,000 | 3,191,000 | ||||||||||
Goodwill written-off | -2,241,000 | |||||||||||||
Net effect of foreign currency exchange rate changes | -725,000 | -225,000 | ||||||||||||
Balance end of period | 0 | 2,966,000 | 0 | 2,966,000 | ||||||||||
Netsoft | ||||||||||||||
Goodwill [Roll Forward] | ||||||||||||||
Balance beginning of period | 2,776,000 | |||||||||||||
Acquisition | 2,749,000 | |||||||||||||
Balance end of period | 2,749,000 | 2,749,000 | 2,776,000 | |||||||||||
Netsoft | North America | ||||||||||||||
Goodwill [Roll Forward] | ||||||||||||||
Acquisition | 2,749,000 | |||||||||||||
Netsoft | Europe | ||||||||||||||
Goodwill [Roll Forward] | ||||||||||||||
Acquisition | 0 | |||||||||||||
Netsoft | Russia | ||||||||||||||
Goodwill [Roll Forward] | ||||||||||||||
Acquisition | 0 | |||||||||||||
Jointech | ||||||||||||||
Goodwill [Roll Forward] | ||||||||||||||
Balance beginning of period | 11,033,000 | |||||||||||||
Acquisition | 17,404,000 | |||||||||||||
Balance end of period | 17,404,000 | 17,404,000 | 11,033,000 | |||||||||||
Jointech | North America | ||||||||||||||
Goodwill [Roll Forward] | ||||||||||||||
Acquisition | 0 | |||||||||||||
Jointech | Europe | ||||||||||||||
Goodwill [Roll Forward] | ||||||||||||||
Acquisition | 17,404,000 | |||||||||||||
Jointech | Russia | ||||||||||||||
Goodwill [Roll Forward] | ||||||||||||||
Acquisition | 0 | |||||||||||||
GGA | ||||||||||||||
Goodwill [Roll Forward] | ||||||||||||||
Balance beginning of period | 6,496,000 | |||||||||||||
Acquisition | 12,115,000 | |||||||||||||
Balance end of period | 12,115,000 | 12,115,000 | 6,496,000 | |||||||||||
GGA | North America | ||||||||||||||
Goodwill [Roll Forward] | ||||||||||||||
Acquisition | 12,115,000 | |||||||||||||
GGA | Europe | ||||||||||||||
Goodwill [Roll Forward] | ||||||||||||||
Acquisition | 0 | |||||||||||||
GGA | Russia | ||||||||||||||
Goodwill [Roll Forward] | ||||||||||||||
Acquisition | 0 | |||||||||||||
Great Fridays | ||||||||||||||
Goodwill [Roll Forward] | ||||||||||||||
Acquisition | 6,947,000 | |||||||||||||
Balance end of period | 6,947,000 | 6,947,000 | ||||||||||||
Great Fridays | North America | ||||||||||||||
Goodwill [Roll Forward] | ||||||||||||||
Acquisition | 0 | |||||||||||||
Great Fridays | Europe | ||||||||||||||
Goodwill [Roll Forward] | ||||||||||||||
Acquisition | 6,947,000 | |||||||||||||
Great Fridays | Russia | ||||||||||||||
Goodwill [Roll Forward] | ||||||||||||||
Acquisition | $0 |
GOODWILL_AND_INTANGIBLE_ASSETS3
GOODWILL AND INTANGIBLE ASSETS (Narrative) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Goodwill [Line Items] | |||||||||||
Goodwill | $57,417,000 | $22,268,000 | $57,417,000 | $22,268,000 | $22,698,000 | ||||||
Goodwill impairment loss | 2,241,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 2,241,000 | 0 | 0 |
North America | |||||||||||
Goodwill [Line Items] | |||||||||||
Goodwill | 31,078,000 | 16,438,000 | 31,078,000 | 16,438,000 | 16,643,000 | ||||||
Goodwill impairment loss | 0 | ||||||||||
Accumulated impairment loss | 0 | 0 | 0 | 0 | 0 | ||||||
Europe | |||||||||||
Goodwill [Line Items] | |||||||||||
Goodwill | 26,339,000 | 2,864,000 | 26,339,000 | 2,864,000 | 2,864,000 | ||||||
Goodwill impairment loss | 0 | ||||||||||
Accumulated impairment loss | 0 | 0 | 0 | 0 | 0 | ||||||
Russia | |||||||||||
Goodwill [Line Items] | |||||||||||
Goodwill | 0 | 2,966,000 | 0 | 2,966,000 | 3,191,000 | ||||||
Goodwill impairment loss | 2,241,000 | ||||||||||
Other | |||||||||||
Goodwill [Line Items] | |||||||||||
Goodwill | 0 | 0 | 0 | 0 | 0 | ||||||
Accumulated impairment loss | $1,697,000 | $1,697,000 |
GOODWILL_AND_INTANGIBLE_ASSETS4
GOODWILL AND INTANGIBLE ASSETS (Goodwill, Net) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | $55,667 | $20,512 | $20,977 |
Accumulated amortization | -7,978 | -6,778 | -4,143 |
Net carrying amount | 47,689 | 13,734 | 16,834 |
Amortization of Intangible Assets | 5,349 | 2,785 | 1,024 |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average life at acquisition (in years) | 10 years | 9 years | 9 years |
Gross carrying amount | 48,482 | 13,432 | 13,724 |
Accumulated amortization | -4,664 | -4,885 | -3,640 |
Net carrying amount | 43,818 | 8,547 | 10,084 |
Amortization of Intangible Assets | 3,843 | 1,373 | 627 |
Trade name | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average life at acquisition (in years) | 5 years | 5 years | 5 years |
Gross carrying amount | 6,372 | 6,232 | 6,372 |
Accumulated amortization | -2,894 | -1,643 | -439 |
Net carrying amount | 3,478 | 4,589 | 5,933 |
Amortization of Intangible Assets | 1,319 | 1,222 | 333 |
Non-competition agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average life at acquisition (in years) | 5 years | 5 years | 5 years |
Gross carrying amount | 813 | 848 | 881 |
Accumulated amortization | -420 | -250 | -64 |
Net carrying amount | 393 | 598 | 817 |
Amortization of Intangible Assets | $187 | $190 | $64 |
GOODWILL_AND_INTANGIBLE_ASSETS5
GOODWILL AND INTANGIBLE ASSETS (Estimated Amortization Expense) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2015 | $6,520 | ||
2016 | 6,383 | ||
2017 | 5,957 | ||
2018 | 5,032 | ||
2019 | 4,748 | ||
Thereafter | 19,049 | ||
Net carrying amount | $47,689 | $13,734 | $16,834 |
PREPAID_AND_OTHER_CURRENT_ASSE2
PREPAID AND OTHER CURRENT ASSETS (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Taxes receivable | $3,966 | $7,295 |
Prepaid expenses | 3,703 | 3,399 |
Security deposits under operating leases | 476 | 1,005 |
Prepaid equipment | 185 | 986 |
Unamortized software licenses and subscriptions | 454 | 981 |
Due from employees | 96 | 218 |
Other | 409 | 471 |
Total | $9,289 | $14,355 |
EMPLOYEE_LOANS_AND_ALLOWANCE_F2
EMPLOYEE LOANS AND ALLOWANCE FOR LOAN LOSSES (Employee Loans) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total employee loans | $6,515 | $6,390 |
Less: Allowance for loan losses | 0 | 0 |
Total loans, net of allowance for loan losses | 6,515 | 6,390 |
Housing loans | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total employee loans | 5,848 | 5,896 |
Relocation and other loans | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total employee loans | $667 | $494 |
EMPLOYEE_LOANS_AND_ALLOWANCE_F3
EMPLOYEE LOANS AND ALLOWANCE FOR LOAN LOSSES (Narrative) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Loans issued to principal officers, directors, or their affiliates | $0 | $0 | $0 |
Loans Under Employee Housing Program | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Minimum service period for employee housing program | 3 years | ||
Loans authorized for issuance, amount | 10,000,000 | ||
Loan term (in years) | 5 years | ||
Interest rate on loan (as a percent) | 7.50% | ||
Material loans past due | 0 | 0 | |
Non-accrual employee loans | 0 | 0 | |
Provision for loan losses | 0 | 0 | 0 |
Loans Under Employee Housing Program, Individual Loans | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Loans authorized for issuance, amount | $50 |
Schedule_of_Restricted_Cash_an
(Schedule of Restricted Cash and Time Deposits) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Cash and Cash Equivalents [Line Items] | ||
Time deposits | $0 | $1,188 |
Short-term security deposits under customer contracts | 0 | 298 |
Long-term deposits | 156 | 225 |
Total | 156 | 1,711 |
Time deposits | ||
Cash and Cash Equivalents [Line Items] | ||
Time deposits | 0 | 1,188 |
Short-term security deposits under customer contracts | ||
Cash and Cash Equivalents [Line Items] | ||
Short-term security deposits under customer contracts | 0 | 298 |
Long-term deposits under employee loan programs | ||
Cash and Cash Equivalents [Line Items] | ||
Long-term deposits | 156 | 225 |
Long-term deposits under operating leases | ||
Cash and Cash Equivalents [Line Items] | ||
Long-term deposits | $0 | $0 |
RESTRICTED_CASH_AND_TIME_DEPOS2
RESTRICTED CASH AND TIME DEPOSITS (Narrative) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Cash and Cash Equivalents [Line Items] | ||
Time deposits | $0 | $1,188,000 |
Long-term deposits | 156,000 | 225,000 |
Provision for losses under customer contracts secured by ST deposits | 0 | 0 |
Time deposits | ||
Cash and Cash Equivalents [Line Items] | ||
Time deposits | 0 | 1,188,000 |
Interest rate (as a percent) | 2.05% | |
Long-term deposits under employee loan programs | ||
Cash and Cash Equivalents [Line Items] | ||
Long-term deposits | $156,000 | $225,000 |
PROPERTY_AND_EQUIPMENT_NET_Det
PROPERTY AND EQUIPMENT - NET (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $89,666 | $83,479 | |
Less accumulated depreciation and amortization | -34,532 | -30,164 | |
Total | 55,134 | 53,315 | |
Depreciation and amortization expenses | 12,134 | 12,335 | 9,858 |
Computer hardware | |||
Property, Plant and Equipment [Line Items] | |||
Useful Life (in years) | 3 years | ||
Property, Plant and Equipment, Gross | 32,374 | 29,884 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 6,287 | 5,903 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Useful Life (in years) | 7 years | ||
Property, Plant and Equipment, Gross | 7,348 | 5,688 | |
Purchased computer software | |||
Property, Plant and Equipment [Line Items] | |||
Useful Life (in years) | 3 years | ||
Property, Plant and Equipment, Gross | 3,606 | 5,042 | |
Office equipment | |||
Property, Plant and Equipment [Line Items] | |||
Useful Life (in years) | 7 years | ||
Property, Plant and Equipment, Gross | 5,043 | 4,679 | |
Building | |||
Property, Plant and Equipment [Line Items] | |||
Useful Life (in years) | 50 years | ||
Property, Plant and Equipment, Gross | 17,123 | 16,534 | |
Construction in Progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $17,885 | $15,749 |
ACCRUED_EXPENSES_AND_OTHER_LIA2
ACCRUED EXPENSES AND OTHER LIABILITIES (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Abstract] | ||
Compensation | $22,766 | $13,674 |
Acquisition related deferred consideration | 1,022 | 0 |
Subcontractor costs | 2,815 | 2,933 |
Professional fees | 1,162 | 947 |
Facilities costs | 757 | 334 |
Other | 3,681 | 2,287 |
Total | $32,203 | $20,175 |
TAXES_PAYABLE_TAXES_PAYABLE_De
TAXES PAYABLE TAXES PAYABLE (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
ComponentsOfTaxesOtherThanIncome [Abstract] | ||
Corporate profit tax | $7,982 | $3,717 |
Value added taxes | 6,279 | 5,975 |
Payroll, social security, and other taxes | 10,443 | 4,479 |
Total | $24,704 | $14,171 |
INCOME_TAXES_Provision_for_Inc
INCOME TAXES (Provision for Income Taxes) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income before income tax expense: | |||||||||||
Domestic | ($7,229) | $7,001 | $9,291 | ||||||||
Foreign | 94,182 | 69,769 | 56,572 | ||||||||
Income before provision for income taxes | $24,582 | $22,378 | $18,401 | $21,592 | $23,312 | $20,356 | $17,435 | $15,667 | $86,953 | $76,770 | $65,863 |
INCOME_TAXES_Income_Tax_Expens
INCOME TAXES (Income Tax Expense (Benefit) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current | |||||||||||
Federal | $7,741 | $6,150 | $6,881 | ||||||||
State | 338 | 310 | 319 | ||||||||
Foreign | 12,504 | 8,275 | 7,969 | ||||||||
Deferred | |||||||||||
Federal | -3,979 | -668 | -625 | ||||||||
State | -43 | 14 | 24 | ||||||||
Foreign | 751 | 695 | -3,189 | ||||||||
Total | $6,159 | $3,338 | $3,587 | $4,228 | $4,553 | $3,919 | $3,317 | $2,987 | $17,312 | $14,776 | $11,379 |
INCOME_TAXES_Deferred_Tax_Asse
INCOME TAXES (Deferred Tax Assets and Liabilities) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ||
Fixed assets | $181 | $732 |
Intangible assets | 3,789 | 4,532 |
Accrued expenses | 1,282 | 3,488 |
Net operating loss carryforward | 844 | 0 |
Deferred revenue | 4,328 | 2,050 |
Stock-based compensation | 6,994 | 407 |
Valuation allowance | -149 | 0 |
Restricted stock options | 2 | 1,336 |
Other assets | 30 | 680 |
Deferred tax assets | 17,301 | 13,225 |
Deferred tax liabilities: | ||
Fixed assets | 800 | 804 |
Accrued revenue and expenses | 635 | 846 |
Deferred inter-company gain | 405 | 405 |
Equity compensation | 7,013 | 1,593 |
Other liabilities | 24 | 254 |
Deferred tax liability | 8,877 | 3,902 |
Net deferred tax asset | 8,424 | 9,323 |
Deferred Tax Assets Classification | ||
Deferred tax assets, current | 2,496 | 5,392 |
Deferred tax assets, long-term | 11,094 | 4,557 |
Deferred Tax Liabilities Classification | ||
Net deferred tax liabilities, current | 603 | 275 |
Net deferred tax liabilities, noncurrent | $4,563 | $351 |
INCOME_TAXES_Effective_Income_
INCOME TAXES (Effective Income Tax Reconciliation) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||||||||||
Statutory federal tax | $29,564 | $26,102 | $22,393 | ||||||||
Increase/ (decrease) in taxes resulting from: | |||||||||||
State taxes, net of federal benefit | 311 | 368 | 280 | ||||||||
Provision adjustment for current year uncertain tax position | -1,220 | 0 | 0 | ||||||||
Effect of permanent differences | 8,589 | 2,524 | 2,177 | ||||||||
Stock-based compensation | 3,782 | 1,948 | 1,165 | ||||||||
Rate differential between U.S. and foreign | -24,772 | -17,279 | -14,472 | ||||||||
Change in foreign tax rate | 754 | -59 | 148 | ||||||||
Change in valuation allowance | 149 | 489 | -489 | ||||||||
Other | 155 | 683 | 177 | ||||||||
Total | $6,159 | $3,338 | $3,587 | $4,228 | $4,553 | $3,919 | $3,317 | $2,987 | $17,312 | $14,776 | $11,379 |
INCOME_TAXES_Narrative_Details
INCOME TAXES (Narrative) (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Tax Holiday [Line Items] | ||||
Undistributed Earnings of Foreign Subsidiaries | $340,500,000 | |||
Aggregate dollar benefits from tax holidays | 16,800,000 | 9,700,000 | 8,500,000 | |
Income tax holiday benefit (in dollars per share) | $0.34 | $0.20 | $0.19 | |
Unrecognized tax benefits | 200,000 | 1,271,000 | 1,271,000 | 1,271,000 |
Penalties and interest | 12,000 | 189,000 | 125,000 | |
Unrecognized tax benefits with favorable impact | $212,000 | $1,328,000 | ||
Belarus | ||||
Income Tax Holiday [Line Items] | ||||
Exemption (as a percent) | 100.00% | |||
Federal income tax rate (as a percent) | 18.00% | |||
Tax exemption period (in years) | 15 years | |||
Income tax holiday description | On September 22, 2005, the president of Belarus signed the decree “On the High-Technologies Park” (the “Decree”). The Decree is aimed at boosting the country’s high-technology sector. The Decree stipulates that member technology companies have a 100% exemption from Belarusian income tax of 18% effective July 1, 2006. The Decree is in effect for a period of 15 years from July 1, 2006. | |||
Hungary | ||||
Income Tax Holiday [Line Items] | ||||
Tax exemption period (in years) | 4 years | |||
Income tax credit (as a percent) | 70.00% | |||
Income tax holiday description | The Company’s subsidiary in Hungary benefits from a tax credit of 10% of annual qualified salaries, taken over a 4-year period, for up to 70% of the total tax due for that period. The Company has been able to take the full 70% credit for 2008 - 2014. The Hungarian tax authorities repealed the tax credit beginning with 2012. However, credits earned in the years prior to 2012, will be allowed to be used through 2014. The Company has utilized the 70% limit through 2014. | |||
Tax credit on annual qualified salaries (as a percent) | 10.00% |
INCOME_TAXES_Unrecognized_Tax_
INCOME TAXES (Unrecognized Tax Benefits) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at beginning of period | $1,271 | $1,271 | $1,271 |
Increases in tax positions in current year | 0 | 0 | 0 |
Increases in tax positions in prior year | 0 | 0 | 0 |
Decreases due to settlement | -1,071 | 0 | 0 |
Balance at end of period | $200 | $1,271 | $1,271 |
EMPLOYEE_BENEFITS_Details
EMPLOYEE BENEFITS (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Compensation and Retirement Disclosure [Abstract] | ||
Discretionary matching contribution to retirement plan by employer (as a percent) | 2.00% | |
Contribution by employer for retirement plan | $549 | $404 |
LONGTERM_DEBT_Details
LONG-TERM DEBT (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended |
Jan. 15, 2013 | Dec. 31, 2014 | Sep. 12, 2014 | |
2013 Credit Facility | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Line of credit, maximum borrowing capacity | 40,000,000 | ||
2013 Credit Facility | LIBOR | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Variable rate spread (as a percent) | 1.25% | ||
2014 Credit Facility | |||
Debt Instrument [Line Items] | |||
Line of credit, current borrowing capacity | 100,000,000 | ||
2014 Credit Facility | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Line of credit, maximum borrowing capacity | 200,000,000 | ||
Line of credit, maximum borrowing capacity in foreign currency | 50,000,000 | ||
Percentage of foreign subsidiaries outstanding shares of capital stock serves as collateral | 65.00% | ||
Line of credit, current borrowing capacity | 100,000,000 | ||
Outstanding debt | $0 | ||
2014 Credit Facility | LIBOR | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Variable rate spread (as a percent) | 1.00% | ||
2014 Credit Facility | Federal Funds Open Rate | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Variable rate spread (as a percent) | 0.50% |
COMMON_AND_PREFERRED_STOCK_IPO
COMMON AND PREFERRED STOCK (IPO and Other Transactions) (Details) (USD $) | 0 Months Ended | 12 Months Ended | 3 Months Ended | 1 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Jan. 19, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2012 | Feb. 29, 2012 | Feb. 07, 2012 |
Class of Stock [Line Items] | |||||||
Common stock, stock split ratio | 8 | ||||||
Common stock, shares authorized | 160,000,000 | 160,000,000 | 160,000,000 | ||||
Preferred stock, shares authorized | 40,000,000 | ||||||
Common stock issued (in shares) | 48,748,298 | 47,569,463 | 2,900,000 | ||||
Payment for stock issuance costs | $0 | $0 | $1,765 | ||||
Instant Information Inc | |||||||
Class of Stock [Line Items] | |||||||
Stock issued in connection with acquisition (in shares) | 53,336 | ||||||
Stock issued in connection with acquisition | 640 | 640 | |||||
IPO | |||||||
Class of Stock [Line Items] | |||||||
Common stock sold (in shares) | 6,900,000 | ||||||
Gross proceeds from issuance of common stock | 34,800 | ||||||
Conversion of preferred stock (in shares) | 21,840,128 | ||||||
IPO | Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock sold pursuant to over-allotment option granted to underwriters (in shares) | 900,000 | ||||||
Sale of stock price per share (in dollars per share) | 12 | ||||||
Net proceeds from issuance of stock | 28,969 | ||||||
IPO | Stockholders | |||||||
Class of Stock [Line Items] | |||||||
Common stock sold (in shares) | 4,000,000 | ||||||
IPO | Underwriting Discounts and Commissions | |||||||
Class of Stock [Line Items] | |||||||
Payment for stock issuance costs | 2,436 | ||||||
IPO | Offering expenses | |||||||
Class of Stock [Line Items] | |||||||
Payment for stock issuance costs | $3,395 |
COMMON_AND_PREFERRED_STOCK_Con
COMMON AND PREFERRED STOCK (Conversion of Preferred Stock) (Details) (IPO) | 1 Months Ended |
Feb. 29, 2012 | |
Class of Stock [Line Items] | |
Conversion of preferred stock (in shares) | 21,840,128 |
Series A-1 Convertible Redeemable Preferred Stock | |
Class of Stock [Line Items] | |
Conversion of preferred stock (in shares) | 16,439,480 |
Series A-2 Convertible Redeemable Preferred Stock | |
Class of Stock [Line Items] | |
Conversion of preferred stock (in shares) | 3,078,432 |
Series A-3 Convertible Preferred Stock | |
Class of Stock [Line Items] | |
Conversion of preferred stock (in shares) | 2,322,216 |
COMMON_AND_PREFERRED_STOCK_Ser
COMMON AND PREFERRED STOCK (Series A-1 Preferred) (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jan. 20, 2006 | Dec. 31, 2014 | Dec. 31, 2011 | Jan. 20, 2006 |
vote | ||||
Class of Stock [Line Items] | ||||
Deemed dividend | 6,803 | 6,803 | ||
Series A-1 Convertible Redeemable Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Issuance of preferred stock (in shares) | 657,354 | 657,354 | ||
Compounded annual rate of return (as a percent) | 12.50% | |||
Number of votes | 1 | |||
Redemption value | 41,245 | |||
Private Placement | ||||
Class of Stock [Line Items] | ||||
Common stock converted to preferred stock (in shares) | 11,180,648 | |||
Private Placement | Common Stock | ||||
Class of Stock [Line Items] | ||||
Sale of stock price per share (in dollars per share) | 1.13 | 1.13 | ||
Private Placement | Series A-1 Convertible Redeemable Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Sale of stock price per share (in dollars per share) | 12.17 | 12.17 | ||
Number of installments | 4 | |||
Net proceeds from issuance of stock | 8,000 | |||
Stock issued during period shares convertible preferred new issues (in shares) | 1,397,581 | |||
Minimum | Private Placement | Series A-1 Convertible Redeemable Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Redemption period (in years) | 30 | |||
Maximum | Private Placement | Series A-1 Convertible Redeemable Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Redemption period (in days) | 1 year 6 months |
COMMON_AND_PREFERRED_STOCK_Ser1
COMMON AND PREFERRED STOCK (Series A-2 Preferred) (Details) (USD $) | 12 Months Ended | 0 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 19, 2010 | Feb. 19, 2008 |
Class of Stock [Line Items] | |||||
Payment for stock issuance costs | $0 | $0 | $1,765 | ||
Series A-2 Convertible Redeemable Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Issuance of preferred stock (in shares) | 290,277 | 675,081 | |||
Repurchase and retirement of Series A-2 convertible redeemable preferred stock | 15,050 | ||||
Percentage of equity securities subject to liquidation evaluation | 100.00% | ||||
Compounded annual rate of return (as a percent) | 12.50% | ||||
Percentage of liquidation price to cash and non-cash proceeds | 17.10% | ||||
Maximum | Series A-2 Convertible Redeemable Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Compounded annual rate of return (as a percent) | 18.00% | ||||
Minimum | Series A-2 Convertible Redeemable Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Number of installments | 3 | ||||
Compounded annual rate of return, hurdle rate (as a percent) | 17.00% | ||||
Private Placement | Series A-2 Convertible Redeemable Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Net proceeds from issuance of stock | 47,601 | ||||
Gross proceeds from issuance of preferred stock | 50,000 | ||||
Payment for stock issuance costs | $2,399 | ||||
Sale of stock price per share (in dollars per share) | $51.85 | $74.07 | |||
Number of votes | 1 |
COMMON_AND_PREFERRED_STOCK_Ser2
COMMON AND PREFERRED STOCK (Series A-3 Preferred) (Details) (Series A-3 Convertible Preferred Stock, USD $) | 0 Months Ended | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Apr. 15, 2010 | Dec. 31, 2014 | Apr. 15, 2010 |
vote | |||
Class of Stock [Line Items] | |||
Issuance of preferred stock (in shares) | 290,277 | 290,277 | |
Percentage of equity securities subject to liquidation evaluation | 100.00% | ||
Private Placement | |||
Class of Stock [Line Items] | |||
Sale of stock price per share (in dollars per share) | $51.85 | $51.85 | |
Net proceeds from issuance of stock | $14,971 | ||
Number of votes | 1 |
COMMON_AND_PREFERRED_STOCK_Tre
COMMON AND PREFERRED STOCK (Treasury Stock) (Details) | 12 Months Ended |
Dec. 31, 2012 | |
Equity [Abstract] | |
Treasury stock retired (in shares) | 38,792 |
STOCKBASED_COMPENSATION_Costs_
STOCK-BASED COMPENSATION (Costs Related to Stock Compensation Plans) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $24,620 | $13,150 | $6,826 |
Cost of revenues | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 8,648 | 4,823 | 2,809 |
Selling, general and administrative expenses | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $15,972 | $8,327 | $4,017 |
STOCKBASED_COMPENSATION_Equity
STOCK-BASED COMPENSATION (Equity Plans) (Details) (USD $) | 0 Months Ended | 12 Months Ended | 3 Months Ended |
In Thousands, except Share data, unless otherwise specified | Jan. 11, 2012 | Dec. 31, 2014 | Jun. 30, 2013 |
2012 Directors Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares authorized to be reserved for issuance (in shares) | 600,000 | ||
2012 Directors Plan expiration period (in years) | 10 years | ||
2012 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock shares available for issuance (in shares) | 4,785,761 | ||
2006 Plan | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock shares subject to outstanding awards that expire or terminate that are available for awards to be granted (in shares) | 1,743,034 | ||
2006 Plan | Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options issued expiration period (in years) | 10 years | ||
Empathy Lab, LLC | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Non-vested common stock shares issued (in shares) | 1,483 | ||
Percentage of restricted stock vested | 33.33% | ||
Fair value at grant date | $42 |
STOCKBASED_COMPENSATION_Stock_
STOCK-BASED COMPENSATION (Stock Option Activity) (Details) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Number of Options (in shares) | |||
Options outstanding, beginning of period | 5,823,536 | 6,296,709 | 6,595,136 |
Options granted | 2,400,500 | 1,987,952 | 1,443,810 |
Options exercised | -1,171,097 | -2,156,898 | -1,552,742 |
Options forfeited/cancelled | -214,193 | -304,227 | -189,495 |
Options outstanding, end of period | 6,838,746 | 5,823,536 | 6,296,709 |
Options vested and exercisable at December 31, 2014 | 2,406,016 | ||
Options expected to vest | 4,074,226 | ||
Weighted Average Exercise Price (in dollars per share) | |||
Options outstanding, beginning of period | $13.99 | $7.51 | $4.65 |
Options granted | $32.51 | $23.60 | $16.80 |
Options exercised | $9.05 | $4.31 | $3.53 |
Options forfeited/cancelled | $25.33 | $11.50 | $11.35 |
Options outstanding, end of period | $20.98 | $13.99 | $7.51 |
Options vested and exercisable at December 31, 2014 | $9.83 | ||
Options expected to vest | $26.82 | ||
Aggregate Intrinsic Value | |||
Options outstanding, beginning of period | $122,003 | $66,682 | $48,447 |
Options granted | 36,584 | 22,543 | 1,877 |
Options exercised | -45,321 | -66,066 | -22,623 |
Options forfeited/cancelled | -4,802 | -7,131 | -1,279 |
Options outstanding, end of period | 183,073 | 122,003 | 66,682 |
Options vested and exercisable at December 31, 2014 | 91,236 | ||
Options expected to vest | $85,274 |
STOCKBASED_COMPENSATION_Stock_1
STOCK-BASED COMPENSATION (Stock Options) (Details) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Underlying options (in shares) | 1,554 | ||
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility (as a percent) | 46.00% | 46.00% | 46.00% |
Expected term (in years) | 6 years 2 months 13 days | 6 years 2 months 26 days | 6 years 3 months |
Risk free interest rate (as a percent) | 2.01% | 1.41% | 1.13% |
Dividend rate (as a percent) | 0.00% | 0.00% | 0.00% |
Unrecognized compensation cost, net of forfeitures | $41,669 | ||
Total unrecognized compensation cost related to non-vested share-based compensation awards granted, period for recognition (in years) | 1 year 10 months 22 days | ||
Weighted average remaining contractual term, exercisable (in years) | 5 years 1 month 24 days | ||
Weighted average remaining contractual term, outstanding (in years) | 8 years 7 months | ||
2012 Plan | Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate grant-date fair value of stock options | $33,004 | ||
Share vesting term (in years) | 4 years |
STOCKBASED_COMPENSATION_Other_
STOCK-BASED COMPENSATION (Other Awards Activity (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Service-Based Awards | |||
Number of Shares | |||
Unvested awards outstanding, beginning of period | 344,928 | 659,872 | 0 |
Awards granted | 523,220 | 15,524 | 757,272 |
Awards vested | -217,668 | -330,468 | -97,400 |
Awards forfeited/cancelled | -17,038 | ||
Unvested awards outstanding, end of period | 633,442 | 344,928 | 659,872 |
Weighted Average Grant Date Fair Value Per Share (in dollars per share) | |||
Unvested awards outstanding, beginning of period | $18.74 | $17.92 | $0 |
Awards granted | $40.41 | $23.69 | $17.15 |
Awards vested | $17.84 | $17.33 | $12 |
Awards forfeited/cancelled | $21.14 | ||
Unvested awards outstanding, end of period | $36.88 | $18.74 | $17.92 |
Performance-Based Awards | |||
Number of Shares | |||
Unvested awards outstanding, beginning of period | 0 | ||
Awards granted | 387,058 | ||
Awards vested | 0 | ||
Awards forfeited/cancelled | -2,550 | ||
Changes in the number of awards expected to be delivered | -12,998 | ||
Unvested awards outstanding, end of period | 371,510 | ||
Weighted Average Grant Date Fair Value Per Share (in dollars per share) | |||
Unvested awards outstanding, beginning of period | $0 | ||
Awards granted | $38.18 | ||
Awards vested | $0 | ||
Awards forfeited/cancelled | $36.57 | ||
Changes in the number of awards expected to be delivered | $5.47 | ||
Unvested awards outstanding, end of period | $39.34 |
STOCKBASED_COMPENSATION_Other_1
STOCK-BASED COMPENSATION (Other Awards) (Details) (USD $) | 12 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Service-Based Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options issued (in shares) | 523,220 | 15,524 | 757,272 | |
Underlying service-based awards, unvested and outstanding (in shares) | 633,442 | 344,928 | 659,872 | 0 |
Service-Based Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total unrecognized compensation cost related to non-vested share-based compensation awards granted, period for recognition (in years) | 1 year 8 months 15 days | |||
Stock options issued (in shares) | 444,982 | |||
Stock options issued, grant date fair value | 18,471 | |||
Underlying service-based awards, unvested and outstanding (in shares) | 545,379 | |||
Underlying options, value at grant date | 20,544 | |||
Performance-Based Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total unrecognized compensation cost related to non-vested share-based compensation awards granted | 13,953 | |||
Total unrecognized compensation cost related to non-vested share-based compensation awards granted, period for recognition (in years) | 1 year 9 months | |||
Stock options issued (in shares) | 387,058 | |||
Underlying service-based awards, unvested and outstanding (in shares) | 371,510 | 0 | ||
2012 Directors Plan | Service-Based Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Non-vested common stock shares issued (in shares) | 7,738 | |||
Restricted stock issued, value at grant date | 325 | |||
Total unrecognized compensation cost related to non-vested share-based compensation awards granted | 282 | |||
Total unrecognized compensation cost related to non-vested share-based compensation awards granted, period for recognition (in years) | 1 year 6 months 19 days | |||
2012 Plan | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total unrecognized compensation cost related to non-vested share-based compensation awards granted | 1,643 | |||
Total unrecognized compensation cost related to non-vested share-based compensation awards granted, period for recognition (in years) | 2 years 2 months 1 day | |||
Deferred compensation, shares issued | 70,500 | |||
Deferred compensation arrangement, fair value of shares issued | 2,295 |
EARNINGS_PER_SHARE_Details
EARNINGS PER SHARE (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Numerator for common earnings per share: | |||||||||||
Net income | $18,423 | $19,040 | $14,814 | $17,364 | $18,759 | $16,437 | $14,118 | $12,680 | $69,641 | $61,994 | $54,484 |
Net income allocated to participating securities | 0 | 0 | -3,341 | ||||||||
Numerator for basic earnings per share | 69,641 | 61,994 | 51,143 | ||||||||
Effect on income available from reallocation of options | 0 | 0 | 261 | ||||||||
Numerator for diluted earnings per share | $69,641 | $61,994 | $51,404 | ||||||||
Denominator for basic earnings per share: | |||||||||||
Weighted average common shares outstanding (in shares) | 47,189 | 45,754 | 40,190 | ||||||||
Effect of dilutive securities: | |||||||||||
Stock options, RSUs and performance-based awards (in shares) | 2,545 | 2,604 | 3,631 | ||||||||
Denominator for diluted earnings per share (in shares) | 49,734 | 48,358 | 43,821 | ||||||||
Net income per share: | |||||||||||
Basic (in dollars per share) | $0.39 | $0.40 | $0.31 | $0.37 | $0.40 | $0.36 | $0.31 | $0.28 | $1.48 | $1.35 | $1.27 |
Diluted (in dollars per share) | $0.37 | $0.38 | $0.30 | $0.35 | $0.38 | $0.34 | $0.29 | $0.27 | $1.40 | $1.28 | $1.17 |
Anti-dilutive options not included in the calculation (in shares) | 2,260 | 1,080 | 1,534 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Future Minimum Rental Payments) (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2015 | $16,718 |
2016 | 10,482 |
2017 | 7,668 |
2018 | 4,993 |
2019 | 3,589 |
Thereafter | 952 |
Total minimum lease payments | $44,402 |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | |
Commitments and Contingencies [Line Items] | ||||
Operating lease expense | $18,200,000 | $15,664,000 | $11,594,000 | |
Breach of Contract Against IDEAB | ||||
Commitments and Contingencies [Line Items] | ||||
Penalties | 20,000 | |||
Legal settlement amount | 1,000,000 | |||
Construction in Progress | ||||
Commitments and Contingencies [Line Items] | ||||
Capitalized construction costs | 17,885,000 | |||
Estimate additional costs | 8,200,000 | |||
Estimate of probable losses | 2,593,000 | |||
Construction in Progress | Maximum | ||||
Commitments and Contingencies [Line Items] | ||||
Estimate of probable losses | 4,500,000 | |||
Employee Housing Program | ||||
Commitments and Contingencies [Line Items] | ||||
Provision for losses | 0 | 0 | 0 | |
2006 Employee Loan Program | ||||
Commitments and Contingencies [Line Items] | ||||
Provision for losses | $0 | $0 | $0 |
FAIR_VALUE_MEASUREMENTS_Recurr
FAIR VALUE MEASUREMENTS (Recurring Fair Value Measurements) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Equity, Fair Value Disclosure [Abstract] | ||
Employee housing loans | $3,162 | $8,963 |
Proceeds from repayments of employee housing loans | 3,025 | 3,088 |
Fair Value, Measurements, Recurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | 220,534 | 169,207 |
Time deposits and restricted cash | 156 | 1,711 |
Total assets measured at fair value on recurring basis | 227,205 | 177,308 |
Equity, Fair Value Disclosure [Abstract] | ||
Contingent consideration | 37,400 | |
Performance-based equity awards | 3,223 | |
Total liabilities measured at fair value on a recurring basis | 40,623 | |
Fair Value, Measurements, Recurring | Level 1 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | 220,534 | 169,207 |
Time deposits and restricted cash | 0 | 0 |
Total assets measured at fair value on recurring basis | 220,534 | 169,207 |
Fair Value, Measurements, Recurring | Level 2 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | 0 | 0 |
Time deposits and restricted cash | 156 | 1,711 |
Total assets measured at fair value on recurring basis | 156 | 1,711 |
Fair Value, Measurements, Recurring | Level 3 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | 0 | 0 |
Time deposits and restricted cash | 0 | 0 |
Total assets measured at fair value on recurring basis | 6,515 | 6,390 |
Equity, Fair Value Disclosure [Abstract] | ||
Contingent consideration | 37,400 | |
Performance-based equity awards | 3,223 | |
Total liabilities measured at fair value on a recurring basis | 40,623 | |
Fair Value, Measurements, Nonrecurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
Employee loans | 6,515 | 6,390 |
Fair Value, Measurements, Nonrecurring | Level 1 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Employee loans | 0 | 0 |
Fair Value, Measurements, Nonrecurring | Level 2 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Employee loans | 0 | 0 |
Fair Value, Measurements, Nonrecurring | Level 3 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Employee loans | $6,515 | $6,390 |
FAIR_VALUE_MEASUREMENTS_Contin
FAIR VALUE MEASUREMENTS (Contingent Consideration Roll Forward) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||||
Acquisition date fair value of contractual contingent liabilities | $1,924 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $1,924 | $0 | $0 |
Level 3 | |||||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||||
Contractual contingent liabilities at January 1, 2014 | 0 | 0 | |||||||||
Liability-classified stock-based awards | 3,088 | ||||||||||
Changes in fair value of contractual contingent liabilities included in earnings | 2,059 | ||||||||||
Changes in fair value of contractual contingent liabilities recorded against goodwill | 1,366 | ||||||||||
Effect of net foreign currency exchange rate changes | -288 | ||||||||||
Contractual contingent liabilities at September 30, 2014 | 40,623 | 40,623 | |||||||||
Level 3 | Netsoft | |||||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||||
Acquisition date fair value of contractual contingent liabilities | 1,825 | ||||||||||
Level 3 | Jointech | |||||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||||
Acquisition date fair value of contractual contingent liabilities | 20,000 | ||||||||||
Level 3 | GGA | |||||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||||
Acquisition date fair value of contractual contingent liabilities | 11,400 | ||||||||||
Level 3 | Great Fridays | |||||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||||
Acquisition date fair value of contractual contingent liabilities | $1,173 |
OPERATING_SEGMENTS_Revenues_fr
OPERATING SEGMENTS (Revenues from External Customers and Segment Operating Profit Before Unallocated Expenses) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $202,184 | $192,764 | $174,695 | $160,384 | $157,585 | $140,150 | $133,184 | $124,198 | $730,027 | $555,117 | $433,799 |
Operating profit | 24,015 | 21,835 | 18,476 | 21,857 | 23,192 | 20,230 | 17,535 | 15,536 | 86,183 | 76,493 | 66,006 |
Entity-wide revenue, major customer, amount | 730,027 | 555,117 | 433,799 | ||||||||
Russia | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 48,945 | 53,328 | 47,507 | ||||||||
Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 730,003 | 555,043 | 433,722 | ||||||||
Operating profit | 144,619 | 109,308 | 87,455 | ||||||||
Entity-wide revenue, major customer, amount | 730,003 | 555,043 | 433,722 | ||||||||
Operating Segments | North America | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 374,509 | 284,636 | 197,271 | ||||||||
Operating profit | 90,616 | 66,814 | 38,671 | ||||||||
Operating Segments | Europe | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 299,279 | 204,150 | 168,913 | ||||||||
Operating profit | 50,189 | 34,573 | 32,750 | ||||||||
Operating Segments | Russia | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 50,663 | 55,764 | 50,552 | ||||||||
Operating profit | 7,034 | 7,077 | 9,049 | ||||||||
Operating Segments | Other | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 5,552 | 10,493 | 16,986 | ||||||||
Operating profit | -3,220 | 844 | 6,985 | ||||||||
Sales Revenue, Net | Customer Concentration Risk | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Number of customers | 0 | ||||||||||
Sales Revenue, Net | Customer Concentration Risk | UBS AG | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Entity-wide revenue, major customer, amount | 97,600 | ||||||||||
Number of customers | 1 | ||||||||||
Sales Revenue, Net | Customer Concentration Risk | Europe | UBS AG | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Entity-wide revenue, major customer, amount | $97,872 | ||||||||||
Unbilled Revenues | Customer Concentration Risk | UBS AG | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Percentage of total revenues | 16.50% | ||||||||||
Number of customers | 1 | ||||||||||
Accounts Receivable Billed | Customer Concentration Risk | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Number of customers | 0 |
OPERATING_SEGMENTS_Reconciliat
OPERATING SEGMENTS (Reconciliation of Segment Revenues and Operating Profit to Consolidated Income From Operations) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
Revenues | $730,027 | $555,117 | $433,799 | ||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total segment operating profit: | 24,015 | 21,835 | 18,476 | 21,857 | 23,192 | 20,230 | 17,535 | 15,536 | 86,183 | 76,493 | 66,006 |
Stock-based compensation expense | -24,620 | -13,150 | -6,826 | ||||||||
Depreciation and amortization | -2,833 | -5,510 | -5,451 | -3,689 | -3,743 | -3,906 | -3,854 | -3,617 | -17,483 | -15,120 | -10,882 |
Provision for bad debts | -1,325 | -619 | -1,244 | ||||||||
Interest and other income, net | 1,368 | 1,261 | 1,164 | 976 | 832 | 846 | 769 | 630 | 4,769 | 3,077 | 1,941 |
Change in fair value of contingent consideration | -1,924 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -1,924 | 0 | 0 |
Foreign exchange loss | 1,123 | -718 | -1,239 | -1,241 | -712 | -720 | -869 | -499 | -2,075 | -2,800 | -2,084 |
Income before provision for income taxes | 24,582 | 22,378 | 18,401 | 21,592 | 23,312 | 20,356 | 17,435 | 15,667 | 86,953 | 76,770 | 65,863 |
Operating Segments | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
Revenues | 730,003 | 555,043 | 433,722 | ||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total segment operating profit: | 144,619 | 109,308 | 87,455 | ||||||||
Unallocated Amounts | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
Revenues | 24 | 74 | 77 | ||||||||
Segment Reporting Information [Line Items] | |||||||||||
Other revenues | 24 | 74 | 77 | ||||||||
Stock-based compensation expense | -24,620 | -13,150 | -6,826 | ||||||||
Non-corporate taxes | -6,882 | -3,201 | -2,346 | ||||||||
Professional fees | -5,312 | -3,651 | -2,850 | ||||||||
Depreciation and amortization | -7,988 | -2,829 | -1,100 | ||||||||
Bank charges | -1,049 | -1,194 | -1,136 | ||||||||
Asset impairment | -5,983 | 0 | 0 | ||||||||
Stock charge | 0 | 0 | -640 | ||||||||
Provision for bad debts | 0 | -36 | 0 | ||||||||
Other corporate expenses | ($6,626) | ($8,828) | ($6,628) |
OPERATING_SEGMENTS_Geographica
OPERATING SEGMENTS (Geographical Information of Long-Lived Assets Based on Physical Location) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Long-Lived Assets by Geographical Areas [Line Items] | ||
Long-lived assets | $55,134 | $53,315 |
Belarus | ||
Long-Lived Assets by Geographical Areas [Line Items] | ||
Long-lived assets | 41,652 | 38,697 |
Ukraine | ||
Long-Lived Assets by Geographical Areas [Line Items] | ||
Long-lived assets | 4,392 | 5,525 |
Hungary | ||
Long-Lived Assets by Geographical Areas [Line Items] | ||
Long-lived assets | 2,773 | 2,644 |
Russia | ||
Long-Lived Assets by Geographical Areas [Line Items] | ||
Long-lived assets | 2,196 | 3,414 |
United States | ||
Long-Lived Assets by Geographical Areas [Line Items] | ||
Long-lived assets | 2,001 | 2,217 |
Other | ||
Long-Lived Assets by Geographical Areas [Line Items] | ||
Long-lived assets | $2,120 | $818 |
OPERATING_SEGMENTS_Revenues_by
OPERATING SEGMENTS (Revenues by Client Location) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
Revenues | $202,184 | $192,764 | $174,695 | $160,384 | $157,585 | $140,150 | $133,184 | $124,198 | $730,027 | $555,117 | $433,799 |
Reimbursable expenses and other revenues | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
Revenues | 8,410 | 7,626 | 6,417 | ||||||||
United States | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
Revenues | 318,304 | 247,979 | 197,593 | ||||||||
United Kingdom | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
Revenues | 141,366 | 108,892 | 98,346 | ||||||||
Switzerland | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
Revenues | 87,111 | 51,941 | 30,120 | ||||||||
Russia | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
Revenues | 48,945 | 53,328 | 47,507 | ||||||||
Canada | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
Revenues | 49,193 | 33,759 | 9,256 | ||||||||
Germany | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
Revenues | 25,740 | 20,261 | 16,391 | ||||||||
China | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
Revenues | 13,445 | 0 | 0 | ||||||||
Netherlands | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
Revenues | 8,838 | 7,719 | 3,127 | ||||||||
Sweden | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
Revenues | 7,892 | 5,742 | 4,913 | ||||||||
Kazakhstan | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
Revenues | 5,238 | 9,886 | 11,352 | ||||||||
Other locations | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
Revenues | $15,545 | $7,984 | $8,777 |
OPERATING_SEGMENTS_Revenues_by1
OPERATING SEGMENTS (Revenues by Service Offering) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenue from External Customer [Line Items] | |||||||||||
Revenues | $202,184 | $192,764 | $174,695 | $160,384 | $157,585 | $140,150 | $133,184 | $124,198 | $730,027 | $555,117 | $433,799 |
Software development | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenues | 504,590 | 374,426 | 290,139 | ||||||||
Application testing services | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenues | 140,363 | 109,222 | 85,849 | ||||||||
Application maintenance and support | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenues | 58,840 | 45,971 | 36,056 | ||||||||
Infrastructure services | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenues | 14,198 | 14,433 | 12,424 | ||||||||
Licensing | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenues | 3,626 | 3,439 | 2,914 | ||||||||
Reimbursable expenses and other revenues | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenues | $8,410 | $7,626 | $6,417 |
QUARTERLY_FINANCIAL_DATA_Detai
QUARTERLY FINANCIAL DATA (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $202,184 | $192,764 | $174,695 | $160,384 | $157,585 | $140,150 | $133,184 | $124,198 | $730,027 | $555,117 | $433,799 |
Cost of revenues (exclusive of depreciation and amortization) | 121,465 | 122,509 | 110,102 | 102,454 | 97,627 | 88,539 | 83,547 | 77,937 | 456,530 | 347,650 | 270,361 |
Selling, general and administrative expenses | 49,761 | 42,875 | 38,671 | 32,359 | 32,980 | 27,893 | 28,541 | 27,083 | 163,666 | 116,497 | 85,868 |
Depreciation and amortization expense | 2,833 | 5,510 | 5,451 | 3,689 | 3,743 | 3,906 | 3,854 | 3,617 | 17,483 | 15,120 | 10,882 |
Goodwill impairment loss | 2,241 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 2,241 | 0 | 0 |
Other operating (income)/ expenses, net | 1,869 | 35 | 1,995 | 25 | 43 | -418 | -293 | 25 | 3,924 | -643 | 682 |
Total segment operating profit: | 24,015 | 21,835 | 18,476 | 21,857 | 23,192 | 20,230 | 17,535 | 15,536 | 86,183 | 76,493 | 66,006 |
Interest and other income, net | 1,368 | 1,261 | 1,164 | 976 | 832 | 846 | 769 | 630 | 4,769 | 3,077 | 1,941 |
Change in fair value of contingent consideration | -1,924 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -1,924 | 0 | 0 |
Foreign exchange loss | 1,123 | -718 | -1,239 | -1,241 | -712 | -720 | -869 | -499 | -2,075 | -2,800 | -2,084 |
Income before provision for income taxes | 24,582 | 22,378 | 18,401 | 21,592 | 23,312 | 20,356 | 17,435 | 15,667 | 86,953 | 76,770 | 65,863 |
Provision for income taxes | 6,159 | 3,338 | 3,587 | 4,228 | 4,553 | 3,919 | 3,317 | 2,987 | 17,312 | 14,776 | 11,379 |
Net income | 18,423 | 19,040 | 14,814 | 17,364 | 18,759 | 16,437 | 14,118 | 12,680 | 69,641 | 61,994 | 54,484 |
Comprehensive income | $7,115 | $10,780 | $17,708 | $13,787 | $18,361 | $19,412 | $13,073 | $10,337 | $49,390 | $61,183 | $56,977 |
Basic (in dollars per share) | $0.39 | $0.40 | $0.31 | $0.37 | $0.40 | $0.36 | $0.31 | $0.28 | $1.48 | $1.35 | $1.27 |
Diluted (in dollars per share) | $0.37 | $0.38 | $0.30 | $0.35 | $0.38 | $0.34 | $0.29 | $0.27 | $1.40 | $1.28 | $1.17 |