Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2015shares | |
Document Information [Line Items] | |
Document Type | 20-F |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2015 |
Document Fiscal Year Focus | 2,015 |
Document Fiscal Period Focus | FY |
Trading Symbol | AVG |
Entity Registrant Name | AVG TECHNOLOGIES N.V. |
Entity Central Index Key | 1,528,903 |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Common Stock, Shares Outstanding | 51,628,104 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 123,767 | $ 138,907 |
Restricted cash | 26,858 | 1,995 |
Trade accounts receivable, net | 35,717 | 35,408 |
Inventories | 1,027 | 1,030 |
Deferred income taxes | 17,643 | 21,056 |
Prepaid expenses | 7,501 | 6,946 |
Other current assets | 14,888 | 5,926 |
Total current assets | 227,401 | 211,268 |
Non-current restricted cash | 226 | 16,160 |
Property and equipment, net | 23,508 | 18,000 |
Deferred income taxes | 20,538 | 26,813 |
Intangible assets, net | 105,719 | 121,835 |
Goodwill | 297,434 | 245,369 |
Investments | 660 | 160 |
Other non-current assets | 6,125 | 7,484 |
Total assets | 681,611 | 647,089 |
Current liabilities: | ||
Accounts payable | 11,763 | 13,603 |
Accrued compensation and benefits | 18,028 | 16,544 |
Accrued expenses and other current liabilities | 82,887 | 53,098 |
Current portion of long-term debt | 2,300 | 2,300 |
Income taxes payable | 1,200 | 2,724 |
Deferred tax liabilities | 898 | 568 |
Deferred revenue | 167,123 | 166,815 |
Total current liabilities | 284,199 | 255,652 |
Long-term debt, less current portion | 221,092 | 222,625 |
Deferred revenue, less current portion | 33,004 | 34,028 |
Deferred tax liabilities | 28,596 | 25,613 |
Other non-current liabilities | 7,302 | 31,974 |
Total liabilities | $ 574,193 | $ 569,892 |
Commitments and contingencies (Note 18) | ||
Redeemable non-controlling interest | $ 16,800 | $ 40,040 |
Shareholders' equity | ||
Ordinary shares (par value: €0.01; 54,763,151 Ordinary shares issued and 51,641,505 Ordinary shares outstanding at December 31, 2014 and 54,763,151 Ordinary shares issued and 51,628,104 Ordinary shares outstanding at December 31, 2015) | 727 | 727 |
Distributions in excess of capital | (113,211) | (122,560) |
Treasury shares | (61,297) | (60,858) |
Accumulated other comprehensive loss | (15,181) | (12,814) |
Retained earnings | 279,580 | 232,662 |
Total shareholders' equity | 90,618 | 37,157 |
Total liabilities and shareholders' equity | $ 681,611 | $ 647,089 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - € / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Ordinary shares, par value | € 0.01 | € 0.01 |
Ordinary shares, issued | 54,763,151 | 54,763,151 |
Ordinary shares, outstanding | 51,628,104 | 51,641,505 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue: | |||
Licenses | $ 268,981 | $ 260,228 | $ 245,965 |
SaaS | 77,205 | 21,353 | 4,874 |
Search | 76,601 | 88,964 | 154,814 |
Other | 5,524 | 3,528 | 1,460 |
Total revenue | 428,311 | 374,073 | 407,113 |
Cost of revenue: | |||
Software sales | (59,948) | (39,068) | (30,027) |
Search and other | (4,858) | (12,759) | (38,818) |
Total cost of revenue | (64,806) | (51,827) | (68,845) |
Gross profit | 363,505 | 322,246 | 338,268 |
Operating expenses: | |||
Research and development | (88,008) | (70,168) | (60,885) |
Sales and marketing | (125,325) | (96,950) | (96,382) |
General and administrative | (75,238) | (75,790) | (70,902) |
Total operating expenses | (288,571) | (242,908) | (228,169) |
Operating income | 74,934 | 79,338 | 110,099 |
Other income (expense): | |||
Interest income | 121 | 103 | 90 |
Interest and finance cost | (15,934) | (3,997) | (7,954) |
Other, net | 324 | (1,431) | 485 |
Other income and expense, net | (15,489) | (5,325) | (7,379) |
Income before income taxes | 59,445 | 74,013 | 102,720 |
Income tax provision | (10,519) | (19,579) | (39,006) |
Net income | 48,926 | 54,434 | 63,714 |
Less: Net income attributable to redeemable non-controlling interests | (35) | (8) | |
Net income attributable to AVG Technologies N.V. | 48,891 | 54,426 | 63,714 |
Earnings per share attributable to AVG Technologies N.V. ordinary shareholders: | |||
Net income | 48,891 | 54,426 | 63,714 |
Redeemable non-controlling interest | (1,925) | (534) | |
Net income available to ordinary shareholders - basic | 46,966 | 53,892 | 63,714 |
Net income available to ordinary shareholders - diluted | $ 46,966 | $ 53,892 | $ 63,714 |
Earnings per share attributable to AVG Technologies N.V. ordinary shareholders - basic | $ 0.90 | $ 1.03 | $ 1.18 |
Earnings per share attributable to AVG Technologies N.V. ordinary shareholders - diluted | $ 0.89 | $ 1.02 | $ 1.16 |
Weighted-average shares outstanding - basic | 51,979,048 | 52,219,176 | 54,208,065 |
Weighted-average shares outstanding - diluted | 52,805,218 | 52,591,435 | 54,710,704 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net income | $ 48,926 | $ 54,434 | $ 63,714 |
Defined pension and other postretirement benefit plans: | |||
Net actuarial loss arising during the period | (108) | (91) | |
Income tax benefit | 11 | 21 | |
Defined pension and other postretirement benefit plans, net of tax | (97) | (70) | |
Foreign currency translations adjustments: | |||
Unrealized net loss arising during the period | (2,671) | (5,305) | (3,945) |
Income tax benefit (expense) | 401 | 904 | (308) |
Foreign currency translations loss, net of tax | (2,270) | (4,401) | (4,253) |
Total other comprehensive loss | (2,367) | (4,471) | (4,253) |
Comprehensive income | 46,559 | 49,963 | 59,461 |
Less: Comprehensive income attributable to redeemable non-controlling interest | (35) | (8) | |
Comprehensive income attributable to AVG Technologies N.V. | $ 46,524 | $ 49,955 | $ 59,461 |
CONSOLIDATED STATEMENTS OF PREF
CONSOLIDATED STATEMENTS OF PREFERRED STOCK AND SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Ordinary Shares | Treasury Shares | Distributions in Excess of Capital | Accumulated Other Comprehensive Income (loss) | Retained Earnings |
Balances (in shares) at Dec. 31, 2012 | 54,385,951 | (366,797) | ||||
Balances at Dec. 31, 2012 | $ (22,570) | $ 722 | $ (3,826) | $ (130,432) | $ (4,090) | $ 115,056 |
Net income | 63,714 | 63,714 | ||||
Other comprehensive loss, net of taxes of $(308), $880 and $401 for 2013, 2014 and 2015 respectively | (4,253) | (4,253) | ||||
Repurchase of own shares (in shares) | (2,103,214) | |||||
Repurchase of own shares | (43,411) | $ (43,411) | ||||
Exercise of share options (in shares) | 377,200 | 857,490 | ||||
Exercise of share options (including excess tax benefit of nil) | 8,894 | $ 5 | $ 14,058 | (5,169) | ||
Share-based compensation, net of repurchases and liability awards | 6,792 | 6,792 | ||||
Balances (in shares) at Dec. 31, 2013 | 54,763,151 | (1,612,521) | ||||
Balances at Dec. 31, 2013 | 9,166 | $ 727 | $ (33,179) | (128,809) | (8,343) | 178,770 |
Balances (in shares) at Dec. 31, 2012 | 54,385,951 | (366,797) | ||||
Balances at Dec. 31, 2012 | (22,570) | $ 722 | $ (3,826) | (130,432) | (4,090) | 115,056 |
Balances (in shares) at Dec. 31, 2014 | 54,763,151 | (3,121,646) | ||||
Balances at Dec. 31, 2014 | 37,157 | $ 727 | $ (60,858) | (122,560) | (12,814) | 232,662 |
Balances (in shares) at Dec. 31, 2013 | 54,763,151 | (1,612,521) | ||||
Balances at Dec. 31, 2013 | 9,166 | $ 727 | $ (33,179) | (128,809) | (8,343) | 178,770 |
Net income | 54,426 | 54,426 | ||||
Other comprehensive loss, net of taxes of $(308), $880 and $401 for 2013, 2014 and 2015 respectively | (4,471) | (4,471) | ||||
Change in redemption value of non-controlling interest | (534) | (534) | ||||
Repurchase of own shares (in shares) | (1,896,786) | |||||
Repurchase of own shares | (35,334) | $ (35,334) | ||||
Exercise of share options (in shares) | 387,661 | |||||
Exercise of share options (including excess tax benefit of nil) | 2,831 | $ 7,655 | (4,824) | |||
Tax withholdings related to net share settlement of vested restricted stock units | (1,303) | (1,303) | ||||
Share-based compensation, net of repurchases and liability awards | 12,376 | 12,376 | ||||
Balances (in shares) at Dec. 31, 2014 | 54,763,151 | (3,121,646) | ||||
Balances at Dec. 31, 2014 | 37,157 | $ 727 | $ (60,858) | (122,560) | (12,814) | 232,662 |
Net income | 48,891 | 48,891 | ||||
Other comprehensive loss, net of taxes of $(308), $880 and $401 for 2013, 2014 and 2015 respectively | (2,367) | (2,367) | ||||
Change in redemption value of non-controlling interest | (1,925) | (1,925) | ||||
Dividends declared, related to applicable non-controlling interest | (48) | (48) | ||||
Repurchase of own shares (in shares) | (741,332) | |||||
Repurchase of own shares | (14,617) | $ (14,617) | ||||
Exercise of share options (in shares) | 727,931 | |||||
Exercise of share options (including excess tax benefit of nil) | 12,115 | $ 14,178 | (2,063) | |||
Tax withholdings related to net share settlement of vested restricted stock units | (2,841) | (2,841) | ||||
Share-based compensation, net of repurchases and liability awards | 14,253 | 14,253 | ||||
Balances (in shares) at Dec. 31, 2015 | 54,763,151 | (3,135,047) | ||||
Balances at Dec. 31, 2015 | $ 90,618 | $ 727 | $ (61,297) | $ (113,211) | $ (15,181) | $ 279,580 |
CONSOLIDATED STATEMENTS OF PRE7
CONSOLIDATED STATEMENTS OF PREFERRED STOCK AND SHAREHOLDERS' EQUITY (DEFICIT) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Other comprehensive loss, taxes | $ 401 | $ 880 | $ (308) |
Exercise of share options, income tax benefit | $ 0 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
OPERATING ACTIVITIES: | |||
Net income | $ 48,926 | $ 54,434 | $ 63,714 |
Adjustments to reconcile net income to net cash provided by operating activities | |||
Depreciation and amortization | 49,122 | 33,496 | 24,897 |
Share-based compensation | 14,253 | 12,376 | 8,927 |
Deferred income taxes | 9,168 | 14,025 | 18,108 |
Change in the fair value of contingent consideration liabilities | (6,428) | 730 | 1,238 |
Amortization of financing costs and loan discount | 1,806 | 494 | 4,127 |
(Gain) / loss on sale of property and equipment | 34 | (78) | (114) |
Net change in assets and liabilities, excluding effects of acquisitions and deferred revenue | |||
Trade accounts receivable, net | 4 | (1,181) | 7,250 |
Inventories | (20) | (318) | |
Accounts payable and accrued liabilities | 45,429 | 4,293 | 10,305 |
Accrued compensation and benefits | 2,224 | (2,059) | (3,314) |
Increase (decrease) change in deferred revenue | (4,311) | (1,214) | 13,946 |
Income taxes payable | (1,271) | (1,627) | 1,340 |
Other assets | (12,968) | (6,656) | 750 |
Other liabilities | (46,295) | 1,794 | (5,652) |
Net cash provided by operating activities | 99,693 | 108,807 | 145,204 |
INVESTING ACTIVITIES: | |||
Purchase of property and equipment and intangible assets | (14,695) | (17,142) | (18,304) |
Government grants related to the purchase of property and equipment | 1,565 | 1,578 | |
Proceeds from sale of property and equipment | 223 | 307 | 261 |
Cash payments for acquisitions, net of cash acquired and restricted amounts held in escrow | (34,012) | (133,357) | (27,686) |
Purchase of investments | (500) | (160) | |
Proceeds from sale of investment | 9,750 | ||
Increase in restricted cash | (9,284) | (16,376) | (5,194) |
Net cash used in investing activities | (58,268) | (165,003) | (39,755) |
FINANCING ACTIVITIES: | |||
Payment of contingent consideration | (22,105) | (2,250) | (2,648) |
Payment of deferred purchase consideration | (2,209) | ||
Payment of capitalized lease obligation | (356) | ||
Proceeds of credit agreement | 224,800 | 75,000 | |
Debt issuance costs | (742) | (4,825) | (1,203) |
Repayments of principal on current credit agreement | (2,300) | ||
Repayments of principal on former credit facility | (30,000) | (145,863) | |
Proceeds from exercise of share options | 11,173 | 2,831 | 8,894 |
Excess tax benefit | 942 | ||
Redemption of Class B-1 shares Location Labs (Note 21) | (25,200) | ||
Repurchases of share rights and options from employees | (1,460) | (5,064) | |
Repurchase of own shares | (14,617) | (35,334) | (43,411) |
Net cash (used in) provided by financing activities | (55,414) | 153,762 | (114,295) |
Effect of exchange rate fluctuations on cash and cash equivalents | (1,151) | (1,008) | (695) |
Change in cash and cash equivalents | (15,140) | 96,558 | (9,541) |
Beginning cash and cash equivalents | 138,907 | 42,349 | 51,890 |
Ending cash and cash equivalents | 123,767 | 138,907 | 42,349 |
Supplemental cash flow disclosures: | |||
Income taxes paid | (6,152) | (9,467) | (16,045) |
Interest paid | (16,322) | (525) | $ (3,753) |
Supplemental non-cash flow disclosures: | |||
Deferred purchase consideration released from escrow | 355 | $ 3,928 | |
Non-cash purchase of property and equipment | $ 7,060 |
Organization and basis of prese
Organization and basis of presentation and business | 12 Months Ended |
Dec. 31, 2015 | |
Organization and basis of presentation and business | Note 1 Organization and basis of presentation and business Organization and basis of presentation AVG Technologies N.V. is a limited liability company ( Naamloze Vennootschap On March 3, 2011, the shareholders of the predecessor AVG Technologies N.V. (“predecessor AVG”) transferred all of their shares in predecessor AVG to AVG Coop. As a result of this transaction, AVG Coop became the sole shareholder of the predecessor AVG. In exchange for the shares in the predecessor AVG transferred to AVG Coop, the members received an interest in AVG Coop equal to the capital contributed. On November 25, 2011, AVG Coop entered into a legal merger with predecessor AVG, predecessor AVG ceased to exist and AVG Coop was converted into a public company with limited liability and changed its name to AVG Technologies N.V. Upon this conversion, the membership rights held by the members of AVG Coop were converted into the same class and number of shares that were previously transferred by the shareholders of predecessor AVG to AVG Coop. Predecessor AVG, the entity that ceased to exist, was a limited liability company incorporated in the Netherlands on August 16, 2005 under the name Grisoft International B.V. The accompanying consolidated financial statements include the financial statements of AVG Technologies N.V. and its wholly owned subsidiaries (collectively, the “Company,” or “AVG”). Business The Company is primarily engaged in the development and sale of online service solutions and Internet security software branded under the “AVG” name. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2015 | |
Summary of significant accounting policies | Note 2 Summary of significant accounting policies Principles of consolidation The accompanying consolidated financial statements of AVG Technologies N.V. and its subsidiaries are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Subsidiaries are defined as being those companies over which AVG Technologies N.V. has control through a majority of voting rights to exercise control or to obtain the majority of the benefits and be exposed to a majority of the risk. Subsidiaries are consolidated from the date on which control is obtained until the date that such control ceases. All intercompany accounts and transactions have been eliminated in consolidation. Investment in equity affiliate Investments in the common shares of companies, in which the Company believes it exercises significant influence over operating and financial policies, are accounted for using the equity method, reflecting its shares of gains and losses less dividend distribution and impairments. Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are based upon historical factors, current circumstances and the experience and judgment of management. Management evaluates its assumptions and estimates on an ongoing basis. Actual results could differ from those estimates. Concentrations of credit risk A significant portion of the Company’s revenue and net income is derived from international direct sales and sales to resellers and distributors. Fluctuations of the U.S. dollar against other currencies, changes in local regulatory or economic conditions, piracy, or non-performance by resellers or distributors could adversely affect operating results. The majority of platform-derived revenue from the Company’s dynamic secure search was generated through agreements with search engine companies, including Google and Yahoo!. Platform-derived revenue generated from Google accounted for 3% of the Company’s total revenue in 2015 (9% in 2014 and 28% in 2013). Platform-derived revenue generated from Yahoo! accounted for 15% of the Company’s total revenue in 2015 (15% in 2014 and 9% in 2013). Changes in local regulatory or economic conditions, piracy, or non-performance of Google and Yahoo! could adversely affect operating results. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and trade accounts receivable. The Company places its cash and cash equivalents, consisting mostly of deposits, with high credit qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions. The credit risk in trade accounts receivable is substantially mitigated by the Company’s credit evaluation process, reasonably short collection terms, and the geographical dispersion of sales transactions. The Company does not obtain rights to collateral to reduce its credit risk. Foreign currency The reporting currency of the Company is the U.S. dollar. The functional currency of AVG Technologies N.V. is the U.S. dollar as it is the currency of the primary economic environment in which its operations are conducted. The functional currency of the Company’s subsidiaries is generally the local currency of such entity. Transactions in currencies other than the functional currency of the Company are recorded at the rates of exchange prevailing at the date of the transaction. Monetary assets and liabilities in currencies other than the operation’s functional currency are remeasured at rates of exchange prevailing at the balance sheet date to the operation’s functional currency. Foreign currency transaction gains and losses are included in other income (expense), net, in the consolidated statements of comprehensive income. Upon consolidation, the results of operations of subsidiaries, whose functional currency is other than the reporting currency of the Company, the U.S. dollar, are translated at the average exchange rate for the period. Assets and liabilities, excluding equity account balances which are translated at historical rates, are translated at period end exchange rates. The translation adjustments resulting from this process are included as a component of accumulated other comprehensive income (loss). In the event of liquidation of a foreign subsidiary, the accumulated translation adjustment attributable to that foreign subsidiary is reclassified from accumulated other comprehensive income (loss) and included in other income (expense), net. Reclassification Certain prior year amounts in these notes and in the consolidated financial statements have been reclassified to conform to the fiscal 2015 presentation. In 2015, on the consolidated statements of income, the Company began to break down its subscription revenue separately stating SaaS revenues from licenses revenues, and the Company began to break down its platform-derived revenue and separately stating Search revenue from other platform-derived revenue. For comparison purposes, the Company has reclassified prior year revenues to reflect the new method of presentation. The majority of the costs associated with the Company’s licenses and SaaS offerings are interrelated and interdependent. Accordingly, the Company presents these costs aggregated as cost of Software sales. Similarly, the costs for Search revenue and other platform-derived revenue are also interrelated and interdependent. Accordingly, the Company presents these costs aggregated as cost of Search and other. Since SaaS revenues and licenses revenues are interrelated for purposes of allocating resources or assessing performance, this revenue is jointly referred to as Subscription revenue. Since search revenues and other platform-derived revenues are interrelated for purposes of allocating resources or assessing performance, this revenue is jointly referred to as Platform-derived or platform revenue. Revenue recognition The Company’s revenue, which is presented net of sales taxes and any other similar assessments, is derived from the following sources: (i) subscription revenue, which principally consists of revenue from term-based and perpetual software license agreements, bundled with maintenance and support, and hosted software solutions; and (ii) platform-derived revenues, which consists primarily of revenue from secure search solution and monetization of mobile products. Subscription revenues Since SaaS revenues and licenses revenues are interrelated, this revenue is jointly referred to as Subscription revenue. The Company sells term-based software licenses through direct sales to customers and indirect sales with partners, distributors and resellers. The Company recognizes its software revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) fees are fixed or determinable and (iv) collectability is probable. If the Company determines that any one of the four criteria is not met, the Company defers recognition of revenue until all the criteria are met. Persuasive evidence is a binding purchase order or license agreement. Delivery generally occurs upon delivery of a license key or, in the case of hosted software solutions, when services are made available. If a significant portion of a fee is due after the Company’s normal payment terms of typically up to 90 days, the Company recognizes revenue as the fees become due. If the Company determines that collection of a fee is not reasonably assured, the Company defers the fees and recognizes revenue upon cash receipt, provided all other revenue recognition criteria are met. The term-based software license agreements include free maintenance and support services (including the right to receive unspecified upgrades/enhancements of the Company’s products on a when-and-if-available basis), for which vendor-specific objective evidence (“VSOE”) of the fair value of undelivered elements does not exist. These arrangements are offered to customers over a specified period of time, and the Company recognizes all revenue from the arrangement ratably over the license term, which coincides with the maintenance and support service period. In cases where the Company generates revenue from its hosted software solutions, revenue is recognized in accordance with ASC 605, Revenue Recognition The Company also sells perpetual software licenses primarily through indirect sales with partners, distributors and resellers and, to a lesser extent, through direct sales to customers. The perpetual license agreements include free maintenance and support services (which include the right to bug fixes, but exclude the right to receive unspecified upgrades/enhancements of the Company’s product on a when-and-if-available basis), for which VSOE of the fair value of undelivered elements does not exist. The Company recognizes all revenue from arrangements ratably over the expected term for providing maintenance and support services. The Company also licenses its software to partners, who sell the software products to end users. When sold to an end user, the partner reports the sale to the Company and revenue is recognized ratably over the service period. Deferred revenue consists principally of the unamortized balance of arrangements which include term-based and perpetual software license agreements, bundled with maintenance and support. The Company reduces revenue for estimated sales returns. End users may return the Company’s products, subject to varying limitations, through distributors and resellers or to the Company directly for a refund within a reasonably short period from the date of purchase. The Company estimates and records reserves for sales returns based on historical experience. Platform-derived revenues Since search revenues and other platform-derived revenues are interrelated, this revenue is jointly referred to as Platform-derived or platform revenue. Platform-derived revenues are principally generated from search engines. The third parties are obligated to pay the Company a portion of the revenue they earn from search advertisements to end users on its Internet properties. Amounts earned from such third parties are reflected as revenue in the period in which such advertising services are provided. Other platform-derived revenues comprise advertising fees, mobile related products and product fees. Product fees earned through collaborative arrangements with third parties, whereby the Company incorporates content or functionality of the third party into the Company’s product offerings. Fees earned in a period are generally based on the number of active clients with the installed third party content or functionality multiplied by the applicable client fee. Each contract is evaluated to determine whether the Company is the principal in the arrangement. When the Company concludes that it is the principal, revenues are recognized on a gross basis, otherwise revenues are recognized on a net basis. Generally, the Company is not the primary obligor in the arrangements and does not have latitude in establishing prices, and therefore the Company generally records the net sales amount as revenue. Cost of revenue The majority of the costs associated with our licenses and SaaS offerings are interrelated and interdependent. Accordingly, we present these costs aggregated as cost of Software sales. Similarly, the costs for Search revenue and other platform-derived revenue are also interrelated and interdependent. Accordingly, we present these costs aggregated as cost of Search and other. The cost of revenue related to software and services revenues primarily consists of customer support, costs of electronic downloads, commissions to payment providers, amortization of purchased technology, costs of packaging, license fees for technologies implemented into the Company’s products, costs associated with the Company’s network operating center. The cost of revenue related to platform-derived revenues primarily consists of fees paid to third parties that distribute the Company’s search solutions and to traffic acquisition costs. Traffic acquisition costs are comprised of payments made to companies that direct consumer traffic to the Company and are expensed in the period incurred. Cash and cash equivalents The Company considers all highly liquid investments with an original maturity to the Company of three months or less to be cash equivalents. Cash equivalents are stated at cost, which approximates fair value. Cash and cash equivalents exclude restricted cash. Restricted cash may contain cash restricted for deposits, guarantees and certain acquisition related restrictions. Trade accounts receivable Trade accounts receivable are amounts due from customers for products and licenses sold in the ordinary course of business. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible trade receivables. Additions to the allowance for doubtful accounts are recorded as general and administrative expenses. The Company reviews its trade receivables to identify specific customers with known disputes or collectability issues. In addition, the Company maintains an allowance for all other receivables not included in the specific reserve by applying specific rates of projected uncollectible receivables to the various aging categories. The Company analyzes its historical collection experience, customer credit-worthiness, current economic trends and changes in customer payment terms in determining the amounts of these allowances. Derivative instruments and hedging activities The Company periodically enters into foreign currency option contracts to reduce the risks associated with changes in foreign currency exchange rates. The Company recognizes all derivatives on the balance sheet at fair value. The foreign currency contracts do not meet the requirements for hedge accounting. Inventories Inventories primarily consist of finished goods and are stated at the lower of cost or market. Cost is determined using the first-in, first-out method. Adjustments to reduce the cost of inventory to its net realizable value are made, if required, for estimated excess, obsolescence or impairment. Property and equipment Property, equipment and leasehold improvements are stated at cost, net of accumulated depreciation and amortization. Depreciation is computed on a straight-line basis over the estimated useful lives to the residual value of the related assets, generally as follows: • computer equipment – two to four years; • office furniture and equipment – two to five years; • vehicles – four to five years; and • leasehold improvements – the shorter of the lease term or the estimated useful life of the asset. Repairs and maintenance expenditures, which are not considered improvements and do not extend the useful life of property and equipment, are expensed as incurred. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount of the assets to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Leased assets The Company has various operating leases for its buildings and equipment. Leases that do not transfer substantially all of the benefits and risks of ownership to the lessee or meet any of the other criteria for capitalization are classified as operating leases. For these leases, lease payments are recognized as expense on a straight-line basis over the lease term. Finance leases, which transfer to the group substantially all the risks and benefits incidental to ownership of the leased item, are capitalized at the commencement of the lease term at the fair value of the leased item or, if lower, at the present value of the minimum lease payments. Finance charges are allocated to each period so as to achieve a constant rate of interest on the remaining balance of the liability and are charged directly against income. Capitalized leased assets are depreciated over the shorter of the estimated useful life of the asset or the lease term. Operating lease payments are recognized as an expense in the income statement on a straight-line basis over the lease term. For both finance and operating leases, contingent rents are recognized in the income statement in the period in which they are incurred. Dividends Dividends are declared in accordance with the relevant laws and regulations applicable to the Company and are recognized when they become legally payable. Business combinations The Company uses the acquisition method of accounting under the authoritative guidance on business combinations. The acquired company’s operating results are included in the Company’s consolidated financial statements starting on the date of acquisition. The purchase price is equivalent to the fair value of the consideration transferred and liabilities incurred, including liabilities related to contingent consideration. Changes in fair value of contingent consideration, including changes in probability of achievement and changes due to the passage of time, subsequent to the acquisition date are recognized in operating income in the consolidated statements of comprehensive income in the period in which they occur. The Company may enter into agreements with the former owners of the acquiree to transfer additional payments or equity interests as part of the exchange for control of the acquiree if specified future events occur or conditions are met. For these arrangements for additional payments or equity interests to the former owners, the Company considers the indicators as described in the ASC 805, Business combinations Goodwill represents a residual value as of the acquisition date, which in most cases results in measuring goodwill as an excess of the purchase consideration transferred plus the fair value of any non-controlling interest in the acquired company over the fair value of net assets acquired, including contingent consideration. Amounts allocated to assets and liabilities are based on fair values. The determination of such fair values requires management to make significant estimates and assumptions, especially with respect to the identifiable intangible assets. Those estimates are based on assumptions believed to be reasonable for a market participant, are based on historical experience and information obtained from the management of the acquired companies. When pre-acquisition contingencies are identified, the Company estimates the fair value of such contingencies and includes them as part of the assets acquired or liabilities assumed, as appropriate, under the acquisition method. Changes in these estimates are recorded in the consolidated statements of comprehensive income in the period in which they are identified. Redeemable non-controlling interest The non-controlling interest for which the redemption is outside of the Company’s control is presented under the caption “Redeemable non-controlling interest” outside of permanent equity. This interest is measured with an initial value based on fair value. Adjustments to the carrying amount which will impact retained earnings, are determined after the attribution of net income or loss of the subsidiary. The amount presented in redeemable non-controlling interest will be no less than the initial amount recognized. Goodwill Goodwill represents the excess of the purchase price in a business combination over the fair value of tangible and identifiable intangible assets acquired less liabilities assumed. We perform an annual impairment test in the fourth quarter of each financial year or more frequently if impairment indicators are present. When impaired, the carrying value of goodwill is written down to fair value. The goodwill impairment test is performed at the reporting unit level. Our reporting units are either at the operating segment level or one level below operating segments. In performing the goodwill impairment tests, we assess relevant qualitative factors to determine whether it is more likely than not that the fair value of the reporting units is less than their carrying amount. The qualitative factors we consider include, but are not limited to, general economic conditions, outlook for the software industry, our recent and forecasted financial performance and the fair value of our shares. After considering such factors, we conclude whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If it is determined as a result of the qualitative assessment that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the provisions of the authoritative guidance require that we perform a two-step quantitative impairment test on goodwill. In the first step, we compare the fair value of each reporting unit to each carrying amount. The second step, if necessary, measures the amount of impairment by applying a fair-value based test to the individual assets and liabilities within each reporting unit. We conducted our annual goodwill impairment test in the fourth quarter of 2015 and determined that the fair values of our reporting units exceeded their carrying values and therefore goodwill in those reporting units was not impaired. Intangible assets In connection with its acquisitions, the Company generally recognizes assets for customer relationships and developed technology, which consists of acquired product rights, technologies and databases. Finite-lived intangible assets are carried at cost less accumulated amortization. Such amortization is recognized on a straight-line basis over the estimated useful lives of the respective assets, generally between two and five years. Amortization for developed technology is recognized in cost of revenue. Amortization for customer relationships is recognized in sales and marketing. The Company recognizes assets for software programs developed, which are to be used solely to meet the Company’s internal needs. The recognized assets are comprised of the costs incurred during the application development stage for these software programs. Amortization is computed on a straight-line basis over the estimated useful lives generally between two and five years. The Company assesses the impairment of identifiable intangible assets whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. Recoverability of certain finite-lived intangible assets is determined by comparing the carrying amount of the asset group to which the assets are assigned with the sum of the undiscounted estimated future cash flows the asset group is expected to generate. If the asset is considered to be impaired, such amount is measured as the difference between the carrying amount of the asset and its fair value. Recoverability of developed technology is measured by comparing the carrying amount of the asset with the sum of undiscounted estimated future product revenues less estimated future costs to dispose of the product. If the asset is considered to be impaired, such amount is measured as the difference between the carrying amount of the asset and its fair value. Investments Non-marketable equity investments Non-marketable equity investments are measured in accordance with the cost method when the equity method does not apply. The Company records the realized gains or losses on the sale of non-marketable cost method investments in other income (expense), net. Non-marketable equity investments are subject to periodic impairment review. Whenever events or changes in the business circumstances indicate that the carrying value of the non-marketable investment may not be fully recoverable, these investments are subject to further analysis to determine if there is an impairment. Non-marketable equity investments are considered to be impaired when the fair value is below the cost basis. The impairment review is based on the Company’s assessment of the severity and duration of the impairment, and qualitative and quantitative analysis, i.e. the technological feasibility of the investee’s products and technologies. Debt securities Debt securities are classified as held-to-maturity and carried at amortized cost as management has the positive intent and ability to hold them until maturity. Dividend and interest income from these securities is included in earnings. Management evaluates debt securities for other-than-temporary impairment in each reporting period and more frequently when economic or market conditions warrant such an evaluation. For securities in an unrealized loss position, management considers the extent and duration of the unrealized loss and the financial condition and near-term prospects of the issuer. Management also assesses whether it intends to sell, or it is more likely than not that it will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. If the criteria regarding either the intent or requirement to sell is met, the entire difference between amortized cost and fair value is recognized as impairment through earnings. For debt securities that do not meet the aforementioned criteria, the amount of impairment is split into two components as follows: (i) other-than-temporary impairment related to credit loss, which is recognized in earnings and (ii) other-than-temporary impairment related to other factors, which is recognized in other comprehensive income (loss). Income taxes The income tax expense for the period comprises current and deferred tax. Income tax is recognized in the consolidated statements of comprehensive income, except to the extent it relates to items recognized in other comprehensive income or directly in equity. The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards in each jurisdiction in which the Company operates. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. Unless otherwise disclosed, goodwill is not deductible for tax purposes. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed, more likely than not, to be realized. Tax returns are subject to examination by various tax authorities. Although the Company believes that adequate accruals have been made in each period for unsettled issues, additional benefits or expenses could occur in future years from resolution of outstanding matters. The Company records additional expenses each period relating to the expected interest and penalties it would be required to pay a tax authority if the Company does not prevail. Management continues to assess the Company’s potential tax liability and revise its estimates. The Company applies the authoritative guidance on income taxes that prescribes a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. Share-based compensation Compensation costs related to employee share option grants are based on the fair value of the options on the date of grant, net of estimated forfeitures. Compensation costs on share based awards with graded vesting are recognized on an accelerated basis as though each separately vesting portion of the award was, in substance, a separate award. Cash-settled, share-based compensation awards are recognized as a liability and re-measured at each balance sheet date through the consolidated statement of comprehensive income. Compensation costs for restricted share units are measured based on the closing fair market value of the Company’s ordinary shares on the date of grant, net of estimated forfeitures. Advertising costs Advertising costs are charged to operations as incurred, when service is received or goods are delivered, and include electronic and print advertising, trade shows, collateral production and all forms of direct marketing. Research and development Research and development costs include salaries and benefits of researchers and engineers, supplies and other expenses incurred in research and development efforts. Costs incurred in the research phase of new software products for external use are expensed as incurred. The Company expenses software development costs, including costs to develop software products to be marketed to external users, before technological feasibility of such products is reached. The Company has determined that technological feasibility was reached shortly before the release of those products and as a result, the development costs incurred after the establishment of technological feasibility and before the release of those products were not material, and accordingly, were expensed as incurred. Costs related to the development of internal-use software are capitalized as incurred. The estimated useful life of costs capitalized is evaluated for each specific project and ranges from two to five years. Capitalized research and development costs are included in property and equipment, net. The Company capitalized $1,654 and $3,856 of research and development costs during 2014 and 2015, respectively. The amortization of capitalized costs totaled during 2013, 2014 and 2015 were nil, $239 and $1,216, respectively. Sales commissions Sales commissions and other costs relating to a revenue-generating transactions but are not related to creating the product or providing the service being sold are presented under Sales and marketing expense. These costs are recognized in the period that the revenue-generating transaction occurred. Employee benefit plan – Defined contribution plan The Company maintains a defined contribution 401(k) retirement savings plan for its U.S. employees. Each participant in the 401(k) retirement savings plan may elect to contribute a percentage of his or her annual compensation up to a specified maximum amount allowed under U.S. Internal Revenue Service regulations. The Company matches employee contributions to a maximum of 4% of the participant annual compensation. The Company maintains a privately administered pension insurance plan in the United Kingdom on a voluntary basis. Contributions to the plan are recognized as employee benefit expense when due. Employee benefit plan – Defined benefit plan For the defined benefit plan, a Projected Benefit Obligation is calculated annually by independent actuaries using the projected unit credit method. Pension costs primarily represent the increase in the actuarial present value of the obligation for pension benefits based on employee service during the year and the interest on this obligation in respect of employee service in previous years, net of expected return on plan assets. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity and are reflected in Accumulated other comprehensive income in the period in which they arise. Termination benefits and other termination costs Contractual termination benefits are payable when employment is terminated due to an event specified in the provisions of a social/labor plan or statutory law. A liability is recognized when it is probable that employees will be entitled to the benefits and the amount can be estimated. One-time termination benefits are payable when the Company offers, for a short period of time, additional benefits to employees electing voluntary termination, including early retirement. A liability is recognized when the Company is committed to make payments and the number of affected employees and the benefits received are kno |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Acquisitions | Note 3 Acquisitions 2015 Acquisitions Purchase of the business of Privax Ltd. On May 5, 2015, the Company completed the acquisition of all of the outstanding shares of Privax Ltd. (“Privax”), a leading global provider of desktop and mobile privacy services for consumers. The acquisition of Privax adds to the existing portfolio of security software and services available to AVG’s customer base. Supplemental pro forma information for Privax was not material to AVG’s financial results and was therefore not included. AVG incurred acquisition-related transaction costs of $1,996 that were recorded in general and administrative expenses in 2015. The following table summarizes the fair values of the net assets acquired as of the acquisition date. The purchase price allocations for these net assets are based on preliminary valuations and are subject to change as the Company obtains additional information during the acquisition measurement period: Cash and cash equivalents $ 4,983 Trade accounts receivable, net 1,108 Property and equipment 341 Intangible assets 18,415 Other assets acquired 1,354 Deferred taxes (5,503 ) Other liabilities assumed (6,210 ) Goodwill (1) 47,138 Total purchase consideration $ 61,626 (1) The goodwill primarily represents the Company’s expectation of synergies from the integration of Privax products with the Company’s existing solutions and is allocated to the Company’s Consumer segment. The balance of goodwill is not expected to be deductible for tax purposes. The following table reflects the estimated fair values and useful lives of the acquired intangible assets identified during our purchase accounting assessments: Estimated fair values Useful lives Trademarks $ 3,751 8 Developed technology 6,224 3 Customer relationships 8,440 2 Total intangible assets (2) $ 18,415 The acquisition date fair value of the consideration transferred consisted of the following: Components of consideration: Cash consideration $ 35,874 Deferred consideration (3) 8,454 Contingent consideration (4) 17,298 Total purchase consideration $ 61,626 (2) Amortization for developed technology is recognized in cost of revenue. Amortization for trademarks and customer relationships is recognized in sales and marketing. (3) Consists of $9 million cash held in escrow, reported on the face of the consolidated balance sheets in short-term restricted cash, and other adjustments, including final working capital true-up. (4) Reflects the acquisition date fair value of the following additional cash consideration to be measured and expected to be paid in the third quarter of 2016 upon the achievement of the following: a. Payout of $10 million upon achievement of certain product and integration milestones; and b. Payout of $10 million upon achievement of certain performance-based targets relating to future product sales. Payouts for a. and b. respectively, are exclusive of one another and, as of acquisition date, were expected to be fully achieved. The contingent consideration was remeasured at December 31, 2015, including the updated expectation based on events after the acquisition. The change in fair value is recognized in the income statement and resulted in a $9.4 million gain. Purchase of certain assets of Flayvr Media Ltd. On October 6, 2015, the Company acquired certain assets of Flayvr Media Ltd. in an asset purchase agreement designed to consolidate its current presence in the mobile market. The acquisition is accounted for as a business combination. The total consideration of the purchase agreement consists of two components to be paid in cash: (i) consideration of approximately $3 million, and (ii) earn-out payments for an amount up to $2.4 million that is dependent on achievement of certain performance metrics, subsequent to the acquisition. Supplemental pro forma information for Flayvr Media Ltd. was not material to AVG’s financial results and was therefore not included. AVG incurred acquisition-related transaction costs of $174 that were recorded in general and administrative expenses in 2015. The net assets acquired in the transaction were determined as follows: Other liabilities assumed $ (28 ) Intangible assets (1) 1,461 Goodwill (2) 2,443 Deferred taxes 185 Total purchase consideration $ 4,061 (1) Intangible assets consist of developed technology, which is amortized over the estimated useful life of 3 years. (2) The goodwill resulted primarily from the Company’s expectation of synergies from the integration of Flayvr technology with the Company’s existing solutions and is allocated to the Company’s Consumer segment. Goodwill is not amortized and is not deductible for tax purposes. Components of consideration: Cash consideration paid $ 2,500 Deferred purchase consideration (3) 490 Contingent consideration (4) 1,071 $ 4,061 (3) The purchase consideration was deferred for a period of 24 months after the acquisition date and serves as a security for the indemnification obligations of the selling shareholders. (4) Reflects the acquisition date fair value of the following additional cash consideration to be remeasured at each reporting period and expected to be paid in the last quarter of 2016, upon the achievement of the following: a. Pay out of $400 upon achievement of certain integration milestones; and b. Pay out of $800 upon achievement of certain performance-based targets relating to future product sales. Pay outs for a. and b. respectively, are exclusive of one another and are currently expected to be fully achieved. At the time of acquisition, the Company also entered into employment agreements with certain employees of Flayvr Media Ltd. The employee agreements included an incentive compensation arrangement for these employees for up to a maximum of $1,100 of payments contingent upon these employees providing continued service to the Company and achieving certain technical milestones over twenty-four months after the acquisition date. Such payments are accounted for as compensation expense in the periods earned. During the year ended December 31, 2015 the Company recorded compensation expenses of $600 which were included in research and development expenses. 2014 Acquisitions Purchase of the business of Location Labs On October 15, 2014, AVG Technologies USA Inc. (AVG USA) partially acquired WaveMarket, Inc., doing business as Location Labs, via a merger with a wholly owned subsidiary of AVG USA, resulting in the Company indirectly holding 99.899% of the ownership interest of the surviving entity, Location Labs Inc. The holders of Class B shares of WaveMarket, Inc. owned the remaining 0.101% interest in the surviving entity post-merger. The results of operations from the acquired business were included in the Company’s consolidated statements of comprehensive income from the date of acquisition. For the year ended December 31, 2015, the Company incurred acquisition-related transaction costs of $15 (2014: $4,158), which were recorded in general and administrative expenses. Subsequent to the filing of our Annual Report on Form 20-F for the year ended December 31, 2014 filed with the Securities and Exchange Commission (the “SEC”) on April 10, 2015, it was determined that the total purchase price for the purchase of the business of Location Labs should have been $181,924, or $4,209 higher than initially concluded. While preparing the first installment payment of the contingent consideration for the acquisition, the Company noted that the cash settlement of the awards cancelled in connection with the acquisition was to be settled by an additional payment. This resulted in an increase in the total purchase price, deferred purchase consideration and, consequently, goodwill. The revised total purchase consideration comprised: Amount recorded Adjustments Revised amount Cash consideration paid at closing of the merger $ 116,221 $ — $ 116,221 Deferred purchase consideration (1) 14,650 4,209 18,859 Repayment of Location Labs external borrowings (current and non-current) 8,120 — 8,120 Location Labs transaction costs paid by AVG (2) 4,868 — 4,868 Contingent purchase consideration (3) 33,856 — 33,856 Total purchase consideration $ 177,715 $ 4,209 $ 181,924 (1) Per the terms of the agreement, $17,500 was transferred into an escrow account to be disbursed over 15 months subsequent to the closing date and serves as security for the indemnification obligations of the selling shareholders and cash settlement of awards cancelled in connection with the merger. At acquisition, the amount in escrow included $2,850 of unrecognized compensation expense for future services. Accordingly, the revised consideration of $18,859 was recorded as deferred purchase consideration. As of December 31, 2014, $268 was recorded as accrued compensation expense and $2,582 remained unrecognized. (2) Per the terms of the merger agreement, the acquisition-related expenses incurred by Location Labs were paid by the Company. (3) Contingent consideration of up to $36,000 is expected to be paid to the selling shareholders in two installments within 24 months subsequent to the closing date, subject to Location Labs achieving certain financial metrics. As of December 31, 2015, $21,352 has been paid. The fair value is based on the interest rate in effect upon closing of the merger, or 5.75%. In conjunction with the acquisition agreements, certain employees of Location Labs would receive payments of $2,850 in exchange for their cancelled awards, contingent upon these employees providing continued services to the Company. In the years ended December 31, 2014 and 2015, $268 and $1,424 were recognized as compensation expense. As of December 31, 2015, $1,158 remained unrecognized. The fair value of acquired intangibles was determined at the acquisition date primarily using the income approach, which discounts expected future cash flows to present values. The discount rates used in the present value calculations are typically derived from a weighted-average cost of capital analysis and then adjusted to reflect the overall level of inherent risk. Upon adjustment of the total purchase consideration, the revised purchase price allocation is as follows: Amount recorded Adjustments Revised amount Cash and cash equivalents $ 10,384 $ — $ 10,384 Property and equipment 3,070 — 3,070 Identifiable intangible assets (4) 74,718 — 74,718 Other tangible assets acquired 8,425 — 8,425 Long-term liabilities, excluding Class B share redemption (950 ) — (950 ) Deferred taxes (net) (22,894 ) 494 (22,400 ) Other liabilities assumed (3,181 ) (513 ) (3,694 ) Total assets acquired and liabilities assumed 69,572 (19 ) 69,553 Class B share redemption (5) (39,498 ) — (39,498 ) Goodwill (6) 147,641 4,228 151,869 Total purchase consideration $ 177,715 $ 4,209 $ 181,924 (4) The estimated useful lives of the identifiable assets and estimated fair values are follows: Estimated Preliminary (in years) Patents 14 $ 268 Trademarks 10 1,666 Customer relationships 7 64,629 Technology 3 7,256 Non-compete agreement 2 899 $ 74,718 (5) In July 2014, Location Labs authorized and issued 10,000 shares of Class B common stock to certain employees of Location Labs, of which 6,000 shares were designated as Class B-1 and 4,000 shares were designated as Class B-2. Class B-1 and B-2 shares have certain put and call redemption rights upon a change of control event, including the Company’s acquisition of Location Labs in October 2014. Class B-1 shares are puttable to the Company by the shareholders for a three month period commencing on the first anniversary of the change in control for a maximum nominal value of $25,200. If the put option remains unexercised, three months after the put right expires the B-1 shares can be called by the Company for a three month period at the same redemption value as the put right. In October 2015, the Company redeemed the Class B-1 shares for $25,200. Class B-2 shares are puttable to the Company by the shareholders for a six month period commencing on January 1, 2016 for a maximum nominal value of $16,800. If the put option remains unexercised, three months after the put right expires the B-2 shares can be called by the Company for a three month period at the same redemption value as the put right. The redemption value is based upon the assumed achievement of certain financial metrics of Location Labs in 2014 and 2015. All other rights between the Class B-1 and B-2 shares were consistent. As described in Note 20, this redeemable non-controlling interest is classified outside of permanent equity. (6) Goodwill is calculated as the difference between the estimated fair value of the consideration transferred and the estimated fair values of the assets acquired, liabilities assumed and non-controlling interest in the acquiree. The goodwill resulted primarily from the Company’s expectation of synergies from the integration of Location Labs software with the Company’s existing solutions and is allocated to the Company’s Consumer segment. Goodwill is not amortized and is not deductible for tax purposes. Pro forma effect of Location Labs acquisition The following unaudited pro forma financial information presents the Company’s combined results with Location Labs as if the acquisition had occurred at the beginning of 2013. No effect has been given to cost reductions or synergies in this presentation. In management’s opinion, the unaudited pro forma combined net revenue and net income are not necessarily indicative of the actual results that would have occurred had the acquisition been consummated at the beginning of 2013, nor are they necessarily indicative of the future results of the combined companies. Year ended December 31, 2013 2014 Pro forma net revenue $ 434,470 $ 401,376 Pro forma net income $ 50,935 $ 6,347 The amounts of net revenue and net income of Location Labs included in the Company’s consolidated statement of comprehensive income from the acquisition date to December 31, 2014 were $9,404 and $577, respectively. Employee share-based compensation costs recognized by Location Labs of $39,565 are included in the supplemental pro forma net income for the year ended December 31, 2014, which related to equity awards granted in anticipation of an acquisition and are non-recurring. There is no other material, non-recurring pro forma adjustment included in pro forma revenue and net income. Year ended 2013 2014 Historical net income of Location Labs prior to merger $ 3,610 $ (46,019 ) Eliminate historical amortization of capitalized software 2,712 3,614 Amortization on intangible assets acquired (1) (12,287 ) (9,727 ) Acquisition related costs (2) (9,026 ) 9,026 Net adjustment to operating income (18,601 ) 2,913 Eliminate historical Location Labs interest expense (3) 1,010 752 Interest expense on the new credit facility (4) (8,253 ) (6,534 ) Amortization of deferred debt issuance costs related to the new credit facility (5) (589 ) (466 ) Net adjustment to Other income and expense, net (7,832 ) (6,248 ) Net adjustment to income tax (provision) benefit 10,044 1,267 Net adjustment to Net income $ (12,779 ) $ (48,087 ) (1) For the purpose of the pro forma income statements, amortization has been calculated straight-line over the estimated useful lives of the intangible assets recognized on acquisition. (2) The supplemental pro forma net income for the year ended December 31, 2014 was adjusted to exclude costs of the merger incurred by the acquirer and acquiree of $9,026 and included in the supplemental pro forma net income for the year ended December 31, 2013. (3) In accordance with the acquisition agreement, the Company fully repaid the external borrowings of Location Labs. Had the acquisition been consummated at the beginning of 2013, the external borrowings would have been repaid at the beginning of the year and there would have been no interest expense. (4) The interest rates used for pro forma purposes are based on the rates to be in effect upon the closing of the merger. The interest rate on the terms loans under the new credit facility is 5.75% (based on an adjusted LIBOR rate plus a margin of 4.75% with a LIBOR floor of 1.00%). (5) Reflects amortization expense with respect to an assumed aggregate debt issuance costs of $3,528 under the new credit facility. This expense has been calculated using the effective interest rate method. Purchase of the business of Norman Safeground AS In a transaction to expand its security products portfolio, especially in the SMB market, on October 31, 2014, the Company acquired 100% of the outstanding shares of Norman Safeground AS (Norman). The results of operations from the acquired business were included in the Company’s consolidated statements of comprehensive income from the date of acquisition. Supplemental pro forma information for Norman was not material to the Company’s financial results and was therefore not included. In 2014, the Company incurred acquisition-related transaction costs of $436 and in 2015 the Company incurred acquisition-related transaction costs of $136 which were recorded in general and administrative expenses. The total purchase price of $16,909 consisted of cash consideration. In 2015, the Company adjusted the opening balances for deferred taxes related to the deferred revenues acquired and recorded reporting period adjustments. The allocation of purchase price of the assets acquired and liabilities assumed based on their revised fair values is as follows: Provisional Adjustments Revised amount Net assets, excluding intangible assets (1) $ (2,553 ) $ — $ (2,553 ) Intangible assets (2) 7,262 — 7,262 Deferred tax liabilities, net (1,025 ) (570 ) (1,595 ) Goodwill (3) 12,925 570 13,495 Total purchase consideration $ 16,609 $ — $ 16,609 (1) Net assets included property and equipment of $142, and net deficit of $6,104. The cash acquired in the transaction totaled $3,709. (2) Intangible assets included software of $25, trademarks of $572, customer relationships $5,802, and technology $863, which are amortized over their estimated useful lives of 3 to 7 years. (3) The goodwill resulted primarily from the Company’s expectation of synergies from the integration of Norman technology with the Company’s existing solutions and is allocated to the Company’s SMB segment. Goodwill is not amortized and is not deductible for tax purposes. Purchase of the business of Winco Capital Participações LTDA In a transaction to consolidate its current presence in the Brazilian Consumer and SMB market, on October 15, 2014, the Company acquired 100% of the shares of Winco Capital Participações LTDA., and entered into an asset purchase agreement with certain parties to purchase certain assets of Winco Tecnologia e Sistemas LTDA and Winco Sistemas LTDA. Subsequently, the Company renamed Winco Capital Participações LTDA. to “AVG Distribuidora de Tecnologias do Brasil Ltda.” (AVG Brasil). The results of operations from the acquired business were included in the Company’s consolidated statements of comprehensive income from the date of acquisition. Supplemental pro forma information for AVG Brasil was not material to the Company’s financial results and therefore has not been disclosed. For the year ended December 31, 2014, the Company incurred acquisition-related transaction costs of $246, which were recorded in general and administrative expenses. The net assets acquired in the transaction were determined as follows: Net assets, excluding intangible assets (1) $ (47 ) Intangible assets (2) 1,041 Goodwill (3) 2,211 Total purchase consideration $ 3,205 (1) Net assets included property and equipment of $33, and net deficit of $84. The cash acquired in the transaction totaled $4. (2) Intangible assets included a customer database of $70, a non-compete agreement of $524, and customer relationships of $447 which are being amortized over their estimated useful lives of 2 years respectively. (3) The goodwill resulted primarily from the Company’s expectation of synergies from the integration of Winco technology with the Company’s existing solutions and is allocated to the Company’s Consumer segment. Goodwill is not amortized and is not deductible for tax purposes. Components of consideration: Cash consideration paid $ 1,332 Deferred purchase consideration (4) 1,873 $ 3,205 (4) The purchase consideration was deferred for a period of 24 months after the acquisition date and serves as a security for the indemnification obligations of the selling shareholders. 2013 Acquisitions Purchase of the business of Angle Labs On January 28, 2013, AVG Netherlands B.V. and OpenInstall, Inc. acquired the assets and liabilities of Angle Labs, a mobile application developer based in the United States. The results of operations from the acquired Angle Labs business were included in the consolidated statements of comprehensive income from the date of acquisition. Supplemental pro forma information for Angle Labs is not material to the Company’s financial results and therefore is not included. The Company incurred acquisition-related transaction costs of $55 and nil for the years ended December 31, 2013 and 2014, respectively, which were recorded in general and administrative expenses. The net assets acquired in the transaction were determined as follows: Net assets, excluding intangible assets $ 50 Intangible assets (1) 3,170 Goodwill — Total purchase consideration $ 3,220 (1) Intangible assets included developed technology of $3,170, which is amortized over its estimated useful life of three years. Components of consideration: Cash consideration paid $ 2,865 Deferred purchase consideration (2) 355 $ 3,220 (2) The purchase consideration was deferred for a period of 24 months after the acquisition date and serves as a security for the indemnification obligations of the selling shareholders. At the time of acquisition, the Company also entered into employment agreement with an employee of Angle Labs. The employment agreement included an incentive compensation arrangement for this employee for up to a maximum of $350 of payments contingent upon this employee providing continued service to the Company for twelve months after the acquisition date. Such payments are accounted for as compensation expense in the periods earned. During the year ended December 31, 2013, the Company recorded compensation expense of $350, which was included in research and development expenses. Purchase of the business of PrivacyChoice LLC On May 14, 2013, AVG Netherlands B.V. acquired certain assets and liabilities from PrivacyChoice LLC (“PrivacyChoice”), a technology company based in the United States that has developed and provides privacy-related online services used by consumers and businesses. The results of operations from the acquired business were included in the consolidated statements of comprehensive income from the date of acquisition. Supplemental pro forma information for PrivacyChoice was not material to the Company’s financial results and was therefore not included. The Company incurred acquisition-related transaction costs of $66 and nil for the years ended December 31, 2013 and 2014, respectively, which were recorded in general and administrative expenses. The net assets acquired in the transaction were determined as follows: Intangible assets (1) $ 3,480 Goodwill (2) 360 Total purchase consideration $ 3,840 (1) Intangible assets included developed technology of $1,380 and a non-compete agreement of $2,100, which are amortized over their estimated useful lives of five and three years respectively. (2) The goodwill resulted primarily from the Company’s expectation of synergies from the integration of PrivacyChoice technology with the Company’s existing solutions. Goodwill is not amortized and is not deductible for tax purposes. Components of consideration: Cash consideration paid $ 3,200 Deferred purchase consideration (3) 640 $ 3,840 (3) The purchase consideration was deferred for the period of 18 months after the acquisition date and serves as a security for the indemnification obligations of the selling shareholders. At the time of acquisition, the Company also entered into employment agreements with certain employees of PrivacyChoice. The employee agreements included an incentive compensation arrangement for these employees for up to a maximum of $2,560 of payments contingent upon these employees providing continued service to the Company and achieving certain technical milestones within twelve months after the acquisition date. Such payments are accounted for as compensation expense in the periods earned. During the years ended December 31, 2013 and 2014, respectively, the Company recorded compensation expenses of $1,600 and $960, respectively, which were included in research and development expenses. Purchase of the business of LPI Level Platforms Inc. On June 28, 2013, AVG Netherlands B.V. and AVG Technologies Canada Inc. acquired certain assets and liabilities from LPI Level Platforms Inc. (“LPI”), a remote monitoring and management software company based in Canada. The results of operations of the acquired LPI business were included in the consolidated statements of comprehensive income from the date of acquisition. Supplemental pro forma information for LPI is not material to the Company’s financial results and therefore is not included. The Company incurred acquisition-related transaction costs of $302 and nil, for the years ended December 31, 2013 and 2014 respectively, which were recorded in general and administrative expenses. The net assets acquired in the transaction were determined as follows: Net assets, excluding intangible assets (1) $ 1,001 Intangible assets (2) 19,310 Goodwill (3) 3,513 Deferred tax liability (406 ) Total purchase consideration $ 23,418 (1) Net assets included property and equipment of $210, and net deficit of $134. The cash acquired in the transaction totaled $925. (2) Intangible assets included developed technology of $8,560 and customer relationships of $10,750, which are amortized over their estimated useful lives of five years. (3) The goodwill resulted primarily from the Company’s expectation of synergies from the integration of LPI’s technology with the Company’s existing solutions and LPI’s workforce. Goodwill is not amortized and is not deductible for tax purposes. Components of consideration: Cash consideration paid $ 20,130 Deferred purchase consideration (3) 3,288 $ 23,418 (3) The purchase consideration was deferred for the period of 18 months after the acquisition date and serves as a security for the indemnification obligations of the selling shareholders. Purchase of the business of ASR Technologies AB On September 2, 2013, AVG Netherlands B.V. acquired certain assets from Swedish company ASR Technologies AB, Alma Orucevic-Alagic and Amir Alagic (collectively “ASR”). The results of operations of the acquired ASR business were included in the consolidated statements of comprehensive income from the date of acquisition. Supplemental pro forma information for ASR is not material to the Company’s financial results and therefore is not included. The Company incurred acquisition-related transaction costs of $45 and nil, for the years ended December 31, 2013 and 2014, respectively, which were recorded in general and administrative expenses. The net assets acquired in the transaction were provisionally determined as follows: Intangible assets (1) $ 2,341 Goodwill — Total purchase consideration $ 2,341 (1) Intangible assets included developed technology of $2,341 amortized over its estimated useful life of three years. Components of consideration: Cash consideration paid $ 1,491 Deferred purchase consideration (2) 850 $ 2,341 (2) The purchase consideration was deferred for the period of 24 months after the acquisition date and serves as a partial remedy for the indemnification obligations. At the time of acquisition, the Company also engaged ASR to complete certain technical milestones. The acquisition agreement included an incentive compensation arrangement for ASR for up to a maximum of $459 of payments contingent upon achieving these technical milestones within nine months after the acquisition date. Such payments are accounted for as compensation expense in the periods earned. During the years ended December 31, 2013 and 2014, respectively, the Company recorded incentive compensation expenses of $204 and $255, respectively, which were included in research and development expenses. |
Cash and cash equivalents and r
Cash and cash equivalents and restricted cash | 12 Months Ended |
Dec. 31, 2015 | |
Cash and cash equivalents and restricted cash | Note 4 Cash and cash equivalents and restricted cash As of December 31, 2014 and 2015, cash amounting to $128,172 and $111,001, respectively has been pledged as collateral for the long-term debt (Note 11). Restricted cash balances for the years ended December 31, 2014 and 2015 comprised the following: December 31, 2014 2015 Restricted cash related to Acquisition agreements $ 17,850 $ 26,250 Office lease agreements 287 226 Other 18 608 Total restricted cash $ 18,155 $ 27,084 Current restricted cash $ 1,995 $ 26,858 Non-current restricted cash 16,160 226 |
Trade accounts receivable, net
Trade accounts receivable, net | 12 Months Ended |
Dec. 31, 2015 | |
Trade accounts receivable, net | Note 5 Trade accounts receivable, net The Company sells software and licenses through direct sales to customers and indirect sales with partners, distributors and resellers. In addition, the Company generates platform-derived revenues from third party Internet search engines. The trade accounts receivable primarily includes receivables from the resellers and payment gateway providers as well as the receivables from the Internet search engines. As of December 31, 2014 and 2015, the accounts receivable pledged as collateral for the long-term debt totaled $32,527 and $23,000, respectively (Note 11). Trade accounts receivable comprised the following: December 31, 2014 2015 Trade accounts receivable, gross $ 37,730 $ 37,565 Allowance for doubtful receivables (1,092 ) (878 ) Reserve for license cancellations and refunds (1,231 ) (970 ) Trade accounts receivable, net $ 35,408 $ 35,717 The allowance for doubtful accounts comprised the following activity: Year Ended December 31, 2013 2014 2015 Balance at beginning of period $ 1,812 $ 1,692 $ 1,092 Charged to operating expenses 356 (72 ) 89 Amount written-off or used (476 ) (528 ) (303 ) Balance at end of period $ 1,692 $ 1,092 $ 878 The reserve for license cancellations or refunds comprised the following activity: Year Ended December 31, 2013 2014 2015 Balance at beginning of period $ 2,067 $ 1,182 $ 1,231 Charged against revenue (1) 9,074 10,943 11,574 Amount written-off or used (1) (9,959 ) (10,894 ) (11,835 ) Balance at end of period $ 1,182 $ 1,231 $ 970 (1) Changes in the reserve for license cancellations and refunds are presented as gross amounts. |
Property and equipment, net
Property and equipment, net | 12 Months Ended |
Dec. 31, 2015 | |
Property and equipment, net | Note 6 Property and equipment, net The following table summarizes property and equipment by categories as of: Year Ended 2014 2015 Computer equipment $ 34,935 $ 44,850 Office furniture and equipment 3,947 4,466 Vehicles 1,534 987 Leasehold improvements 5,244 7,562 Total property and equipment 45,660 57,865 Less: accumulated depreciation (27,660 ) (34,357 ) Total property and equipment, net $ 18,000 $ 23,508 Assets held under capital leases at gross value amount included in the above table for financial years 2013, 2014 and 2015, are nil, $922 and $4,949, respectively. Accumulated depreciation for those assets held under capital leases in the above table for financial years 2013, 2014 and 2015, are nil, $70 and $546, respectively. Capital lease obligations for the assets held under capital lease amount to $493 and $4,174 as of December 31, 2014 and 2015, respectively. Depreciation expense, including impairments, was $8,083, $8,984 and $9,797 in financial years 2013, 2014 and 2015, respectively. During the financial years ended December 31, 2014 and 2015, the Company received government grants related to certain capital expenditures. The grants, equivalent to $1,565 and nil for 2014 and 2015, respectively, were recorded as a deduction from property and equipment. The grants were subject to specific conditions, which the Company fullfilled. As of December 31, 2014 and 2015, property and equipment with a carrying value of $14,786 and $18,491, respectively, have been pledged as collateral for the long-term debt (Note 11). |
Intangible assets, net
Intangible assets, net | 12 Months Ended |
Dec. 31, 2015 | |
Intangible assets, net | Note 7 Intangible assets, net The following tables summarize intangible assets by categories as of: December 31, 2014 Gross Accumulated Net Customer relationships $ 95,771 $ (16,660 ) $ 79,111 Developed technology 52,275 (29,536 ) 22,739 Software 25,832 (15,648 ) 10,184 Brand and domain names and other intangibles 14,752 (5,254 ) 9,498 Indefinite-lived trade names and other intangibles 303 — 303 Total intangible assets $ 188,933 $ (67,098 ) $ 121,835 December 31, 2015 Gross Accumulated Net Customer relationships $ 101,568 $ (33,359 ) $ 68,209 Developed technology 63,720 (41,595 ) 22,125 Software 26,558 (21,683 ) 4,875 Brand and domain names and other intangibles 18,486 (8,279 ) 10,207 Indefinite-lived trade names and other intangibles 303 — 303 Total intangible assets $ 210,635 $ (104,916 ) $ 105,719 The major additions are primarily through business combination in the year ended December 31, 2015 (Note 3). Amortization expense was $16,814, $24,511 and $39,325 in the year ended December 31, 2013, 2014 and 2015, respectively. As of December 31, 2014 and 2015, intangible assets with a carrying value of $32,653 and $26,498 respectively, have been pledged as collateral for the long-term debt (Note 11). Total future amortization expense for intangible assets that have definite lives, based upon the Company’s existing intangible assets and their current estimated useful lives as of December 31, 2015, is estimated as follows: 2016 $ 34,832 2017 24,626 2018 13,824 2019 10,741 2020 10,030 Thereafter 9,466 Total $ 103,519 The table above excludes amortization of intangible assets under development of $1,897 as per December 31, 2015. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill | Note 8 Goodwill The changes in the carrying amount of goodwill were as follows: Consumer SMB Total Net balance as of January 1, 2014 $ 67,874 $ 16,969 $ 84,843 Acquired through business combinations (1) 149,852 12,925 162,777 Effects of foreign currency exchange rate changes (822 ) (1,429 ) (2,251 ) Net balance as of December 31, 2014 $ 216,904 $ 28,465 $ 245,369 Acquired through business combinations (1) 53,809 570 54,378 Effects of foreign currency exchange rate changes (366 ) (1,947 ) (2,313 ) Other — Net balance as of December 31, 2015 $ 270,347 $ 27,088 $ 297,434 (1) Includes measurement period adjustment of $4,798. See Note 3 for acquisitions completed in financial years ended December 31, 2014 and 2015. There were no accumulated goodwill impairment losses as of December 31, 2014 and 2015. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2015 | |
Investments | Note 9 Investments Scene, LLC On November 25, 2011, the Company consummated a unit purchase agreement with Scene, LLC (“Scene”), a U.S.-based provider of broadband speed testing and web-based network diagnostic applications, pursuant to which the Company acquired a 15% interest in Scene for a cash consideration of $9,750. In addition, on November 25, 2011, the Company entered into a put and call agreement with Scene. Scene exercised its call option and on May 31, 2013, Scene repurchased the Company’s interest at $9,750 and the Company derecognized the investment in Scene in the same amount. The Company accounted for its investment in Scene as a debt security as the risks and rewards associated with the investment were retained by Scene because of impact of the put and call options. During the financial years 2013, 2014 and 2015, the Company received distributions of $225, nil and nil, respectively, which were recorded as dividend income in other income (expense). Wireless Interaction & NFC Accelerator 2013 B.V . In 2013, the Company acquired a 10% share in Wireless Interactions & NFC Accelerator 2013 B.V. for cash consideration of $160. The Company accounts for this investment under the cost method. Kernel Labs LLC On September 17, 2015, the Company acquired a 2.4% interest in Kernel Labs LLC for cash consideration of $500. The Company accounts for this investment under the cost method. |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related party transactions | Note 10 Related party transactions The Company had no related party transactions in 2014. Our subsidiary Location Labs, Inc. entered into a contract with Telefónica, S.A. in May 2012. The contract has a term of 3 years and has been renewed for one year. During 2015, the Company recorded transactions with Telefónica, S.A. for an aggregate amount of $144. At December 31, 2015, the Company had a receivable of $57 from Telefónica, S.A. and its subsidiaries. Mr. Dunne, who is a Supervisory Board member with the Company and who is a member of the Telefónica, S.A. executive committee, is deemed not to have a direct or indirect material interest in the transactions, which have been carried out in the ordinary course of business. The contract terminated in 2016 and it was mutually agreed not to renew or extend it. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt | Note 11 Debt Credit Agreement dated October 15, 2014 On October 15, 2014, the Company entered into senior secured credit facilities in the amount of up to $250 million with Morgan Stanley Senior Funding, Inc. and HSBC Securities (USA) Inc. as joint lead arrangers and joint lead book runners, HSBC Bank USA, N.A. as Administrative Agent and HSBC Bank Plc as issuing bank (the “Credit Facility”). The facilities consist of a term loan (the “Term Loan”) of up to $200 million and a revolving credit facility (“RCF”) of up to $50 million whose terms are 6 years and 5 years, respectively. In December 2014 the Term Loan was increased to $230 million. The facilities have been primarily used for the acquisition of Location Labs, but may also be used for other general corporate purposes, including the Location Labs Class B shares redemption payments, future deferred merger considerations, contingent payments for completed acquisitions and certain potential future acquisitions. The Term Loan bears interest at an adjusted LIBOR rate plus 4.75% or a Base Rate plus 3.75% and in case of adjusted LIBOR a floor of 1.0% applies. The effective interest rate is 6.90% for the Term Loan. Interest on the Term Loan is payable in arrears. The Company determined that the floor of 1.0% is an embedded derivative, which is not required to be separately accounted for as a derivative under ASC 815, Derivatives and Hedging The Term Loan is amortized in equal quarterly installments in an aggregate annual amount equal to 1.0% of the original principal amount thereof with any remaining balance payable on the final maturity date of the Term Loan. The Company is required to make mandatory prepayments of the Term Loan with (i) net cash proceeds from certain asset sales (subject to reinvestment rights), (ii) insurance/condemnation proceeds, (iii) net cash proceeds from certain issuances of debt, and (iv) 50% of excess cash flow (after deduction of voluntary prepayments). The RCF would bear interest at an adjusted LIBOR rate plus 1.75% or a Base Rate plus 0.75% based on the Leverage Ratio of 1.19. Interest on the loan is payable in arrears. The Company must pay (i) a commitment fee of 0.50% per annum on the actual daily amount by which the revolving credit commitment exceeds then-outstanding loans and letters of credit under the RCF and (ii) a fronting fee of 0.125% per annum, calculated on the daily amount available to be drawn under each letter of credit issued under the RCF. As of December 31, 2015, the RCF was left undrawn. The Credit Facility requires that we do not exceed a maximum total net leverage ratio as set forth in the table below. The total net leverage ratio is defined as the total of the outstanding consolidated debt minus up to $75.0 million of unrestricted cash and cash equivalents, divided by consolidated adjusted earnings before interest taxes depreciation and amortization (“EBITDA”). Consolidated adjusted EBITDA is defined as consolidated net income before (among other things) interest expense, income tax expense, depreciation and amortization, impairment charges, restructuring costs, stock-based compensation expense, non-cash losses and acquisition-related costs. Outstanding debt as of December 31, 2015 for purposes of the total net leverage ratio is approximately $237.6 million. The covenant calculation as of December 31, 2014 and 2015 on a trailing 12-month basis is as follows: At December 31, 2014 At December 31, 2015 Covenant Description Net Debt to Consolidated EBITDA Net Debt to Consolidated EBITDA Covenant Requirement Not greater than 3.50 : 1.00 Not greater than 3.50 : 1.00 Ratio 1.18 1.19 Favorable / (unfavorable) 2.32 2.31 The total consolidated leverage ratio is measured at the end of each quarter. Additionally, the Credit Facility contains affirmative covenants, including covenants regarding the payment of taxes, maintenance of insurance, reporting requirements and compliance with applicable laws. The Credit Facility also contains negative covenants, among other things, limiting the Company’s ability to incur debt, make acquisitions, make certain restricted payments and sell assets. The events of default under the Credit Facility include, among other things, payment defaults, cross defaults with certain other indebtedness, breaches of covenants, judgment defaults, bankruptcy events and the occurrence of a change in control (as defined in the Credit Facility). As of December 31, 2015, the Company was in compliance with all required covenants. The financing fees were amortized as an adjustment of interest expense over the remaining term of the Credit Facility using the interest method. The amount of long-term debt under the Credit Facility shown in the accompanying consolidated balance sheet is analyzed as follows: December 31, December 31, Principal outstanding $ 230,000 $ 227,700 Unamortized original issue discount (5,075 ) (4,308 ) Total Debt $ 224,925 $ 223,392 Current portion 2,300 2,300 Non-current portion 222,625 221,092 Total original issue discount to be amortized $ 5,200 $ 5,200 Unamortized deferred financing costs $ 4,825 $ 5,692 Unamortized deferred financing costs are classified as other non-current assets. Under the Credit Facility, the Company may also elect to request the establishment of one or more new term loan commitments (incremental term loan) provided certain conditions and financial covenants are met. Such new commitments are available at the discretion of the lenders. The Credit Facility is collateralized by certain tangible, intangible, and current assets of the Company with covenants obliging the Company to also pledge new assets over a certain threshold. The collateral granted by the borrower and certain of its subsidiaries includes, without limitation, present and future pledges, mortgages, first priority floating and fixed charges and security interests with respect to, but not limited to, equity rights, shares and related rights (ownership interests), fixed assets, intellectual property rights (trademarks, copyrights and patents), intercompany and trade receivables, bank accounts, insurance claims and commercial claims. Certain assets presented on the consolidated balance sheets have been pledged as collateral as of December 31, 2015, including property and equipment with a carrying value of $18,491 (Note 6), intangible assets with a carrying value of $26,498 (Note 7), trade accounts receivable of $23,000 (Note 5), inventories with a carrying value of $1,019, as well as cash and cash equivalents amounting to $111,001 (Note 4). As of December 31, 2015, the mandatory principal payments under the credit facility are as follows: 2016 $ 2,300 2017 2,300 2018 2,300 2019 2,300 2020 218,500 Total $ 227,700 Credit agreement dated April 25, 2013 On April 25, 2013, the Company entered into a credit agreement with HSBC Bank plc, as mandated lead arranger and agent (the “credit agreement”). The credit agreement comprised a term loan facility of $25 million (“Facility A”) and a $50 million revolving credit facility (“Facility B”) together with an accordion that permitted an increase in Facility B up to $50 million. Facility A was repaid in six equal monthly installments. Facility A bore interest at a LIBOR rate plus a margin of 2.5% and if applicable, a mandated lead arranger rate and was payable monthly in arrears. Facility B had a final maturity date in three years and bore interest at a LIBOR rate plus a margin of 2.5% subject to specified consolidated financial ratios. The credit agreement contained financial covenants measured at the end of each quarter, including a covenant to maintain a specified consolidated leverage ratio and interest coverage ratio. As of December 31, 2013, the Company was in compliance with all required covenants. During 2014, the Company fully repaid Facility B. On October 15, 2014 the credit agreement was terminated. |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments | Note 12 Derivative Instruments The fair value of foreign currency contracts (Note 13) outstanding, as shown on the face of the balance sheets included in other current assets and Accrued expenses and other current liabilities, respectively, is presented below: December 31, 2014 December 31, 2015 Notional Fair Notional Fair Assets – Foreign currency contracts $ 27,778 $ 697 $ 75,815 $ 405 Liabilities – Foreign currency contracts $ 4,287 $ 42 $ 1,767 $ 39 During 2013 and 2014 the Company recorded a net loss and a gain on foreign currency contracts of $(39) and $326, respectively. The net result on foreign currency contracts during 2015 was a gain of $2,510. These gains and losses were recorded on the face of the consolidated income statements under Other, net under the caption Other income and expense. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Measurements | Note 13 Fair Value Measurements The Company measures and reports its derivative instruments and contingent purchase consideration liabilities at fair value. Fair value is defined as an exit price that would be received for the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows: ● Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2: Observable inputs that reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3: Unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. Assets and liabilities measured and recorded at fair value on a recurring basis The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis, by level, within the fair value hierarchy: December 31, 2014 Level 1 Level 2 Level 3 Total Assets Foreign currency contracts (1) $ — $ 697 $ — $ 697 Total assets measured at fair value $ — $ 697 $ — $ 697 Liabilities: Foreign currency contracts (1) $ — $ 42 $ — $ 42 Contingent purchase consideration liabilities (2) $ — $ — $ 34,320 $ 34,320 Total liabilities measured at fair value $ — $ 42 $ 34,320 $ 34,362 December 31, 2015 Level 1 Level 2 Level 3 Total Assets Time deposits (3) $ — $ 5 $ — $ 5 Foreign currency contracts (1) — 405 — 405 Total assets measured at fair value $ — $ 410 $ — $ 410 Liabilities: Foreign currency contracts (1) $ — $ 39 $ — $ 39 Contingent purchase consideration liabilities (2) $ — $ — $ 25,358 $ 25,358 Total liabilities measured at fair value $ — $ 39 $ 25,358 $ 25,397 (1) Contract fair values are determined based on quoted prices for similar assets in active markets using inputs such as currency rates and forward points. (2) The fair values of the contingent purchase consideration liabilities are determined for each arrangement individually. The fair value is determined using the income approach with significant inputs that are not observable in the market. Key assumptions include discount rates consistent with the level of risk of achievement and probability adjusted financial projections. The expected outcomes are recorded at net present value, which requires adjustment over the life of the instruments for changes in risks and probabilities. (3) Time deposits are classified as part of cash and cash equivalents on the consolidated balance sheets. The following table sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities: Year Ended December 31, 2013 2014 2015 Fair value at beginning of period $ 3,395 $ 1,984 $ 34,320 Additions due to acquisitions — 33,856 19,466 Change in fair value of Level 3 liabilities (4) 1,237 730 (6,623 ) Effects of foreign currency exchange — — 300 Payments/release of contingent consideration (2,648 ) (2,250 ) (22,105 ) Fair value at end of period $ 1,984 $ 34,320 $ 25,358 (4) The changes in fair value of the contingent purchase consideration liabilities were due to the passage of time and changes in the probability of achievement used to develop the estimate. Assets and liabilities measured and recorded at fair value on a non-recurring basis There were no assets and liabilities measured and recorded at fair value on a non-recurring basis as of December 31, 2014 and 2015. Assets and liabilities acquired in business combinations The inputs used to estimate the fair values of assets and liabilities acquired in business combinations (Note 3) are classified as a Level 3 fair value measurement due to the significance of unobservable inputs using Company specific information. The valuation methodology used to estimate the fair value of assets and liabilities acquired in business combinations is discussed in Note 2. Assets and liabilities for which fair value is only disclosed The carrying amounts of cash and cash equivalents, trade accounts receivable and accounts payable reported in the consolidated balance sheets approximate their respective fair values because of the short-term nature of these accounts. The fair value of long-term debt as of December 31, 2015 was $227,700 as compared to its carrying amount of $223,392. The valuation of long-term debt considers specific contractual terms, present value concepts and other internal assumptions related to (i) contract maturities; (ii) the uniqueness of the contract terms; and (iii) the Company’s creditworthiness or that of the Company’s counterparties (adjusted for collateral related to the asset positions). Based on the Company’s calculations, the Company expects that the value will react in a generally proportionate manner to changes in the benchmark interest rate. Accordingly, the long-term debt was fair valued at par and was classified as Level 3. The fair value of long-term debt as of December 31, 2014 was $230,000 as compared to its carrying amount of $224,925. The valuation of long-term debt considers specific contractual terms, present value concepts and other internal assumptions related to (i) contract maturities; (ii) the uniqueness of the contract terms; and (iii) the Company’s creditworthiness or that of the Company’s counterparties (adjusted for collateral related to the asset positions). Based on the Company’s calculations, the Company expects that the value will react in a generally proportionate manner to changes in the benchmark interest rate. Accordingly, the long-term debt was fair valued at par and was classified as Level 3. |
Consolidated Balance Sheet Deta
Consolidated Balance Sheet Detail | 12 Months Ended |
Dec. 31, 2015 | |
Consolidated Balance Sheet Detail | Note 14 Consolidated Balance Sheet Detail Other current assets Other current assets consist of the following: December 31, 2014 2015 Income tax receivable $ 2,110 $ 6,527 VAT receivable 1,666 1,785 Withholding tax receivable 137 345 Foreign currency contracts 697 405 Receivable related to legal claims — 657 Advances for share repurchases — 1,949 Other receivables 1,173 2,734 Government grants 143 — Lease allowance — 486 Total other current assets $ 5,926 $ 14,888 Other non-current assets Other non-current assets consist of the following: December 31, 2014 2015 Prepayments 555 356 Unamortized deferred financing costs 6,222 5,692 Other non-current assets 707 77 Total other non-current assets $ 7,484 $ 6,125 Accrued compensation and benefits Accrued compensation and benefits consist of the following: December 31, 2014 2015 Salary and related benefits $ 5,146 $ 6,037 Accrued vacation 3,908 3,175 Accrued incentive payments 7,280 8,293 Severance accrual 210 523 Total accrued compensation and benefits $ 16,544 $ 18,028 Accrued expenses and other current liabilities Accrued expenses and other current liabilities consist of the following: December 31, 2014 2015 Accrued legal and professional fees $ 8,939 $ 7,226 Accrued marketing 3,673 3,589 Accrued rent and service costs 575 1,067 Accrued sale commissions, rebates and discounts 2,252 2,762 Other accrued expenses 14,011 13,156 Deferred purchase consideration 2,559 28,263 Contingent purchase consideration 20,690 25,358 Other financial liabilities 42 39 Capital lease obligation 357 1,427 Total accrued expenses and other current liabilities $ 53,098 $ 82,887 Other non-current liabilities Other non-current liabilities consist of the following: December 31, 2014 2015 Deferred rent $ 1,891 $ 2,649 Deferred purchase consideration 15,187 490 Contingent purchase consideration 13,630 — Retirement benefit plan 932 854 Non-current capital lease obligation 136 2,747 Other 198 562 Total other non-current liabilities $ 31,974 $ 7,302 |
Advertising Costs
Advertising Costs | 12 Months Ended |
Dec. 31, 2015 | |
Advertising Costs | Note 15 Advertising Costs Advertising costs include electronic and print advertising, trade shows, collateral production and all forms of direct marketing. Advertising costs included in sales and marketing expense for financial years ended December 31, 2013, 2014 and 2015 were $34,550, $33,825 and $34,567, respectively. |
Other Income and Expense, net
Other Income and Expense, net | 12 Months Ended |
Dec. 31, 2015 | |
Other Income and Expense, net | Note 16 Other Income and Expense, net Year Ended December 31, 2013 2014 2015 Interest income $ 90 $ 103 $ 121 Interest on long-term debt $ (3,605 ) $ (3,251 ) $ (13,732 ) Amortization of financing costs and loan discount (4,127 ) (494 ) (1,806 ) Bank charges and other finance costs (222 ) (252 ) (396 ) Interest and finance costs $ (7,954 ) $ (3,997 ) $ (15,934 ) Foreign currency exchange transaction gains (losses), net $ 296 $ (1,757 ) $ (2,190 ) Foreign currency contract (losses) gains, net (39 ) 326 2,510 Dividend income 225 — — Other 3 — 4 Other, net $ 485 $ (1,431 ) $ 324 Total other expense, net $ (7,379 ) $ (5,325 ) $ (15,489 ) |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring | Note 17 Restructuring Restructuring charges consist of costs associated with the wind down of our Location Labs India operation, the SMB restructuring in 2015, a rationalization of the Norman business, as well as some smaller restructuring related programs, the 2012/13 restructuring and the 2013/14 restructuring. These charges include employee severance pay and related costs, facility restructuring costs, contract termination and other non-cash charges associated with the exit of facilities, as well as reversals of restructuring charges arising from changes in estimates. For years ended December 31, 2013, 2014, and 2015, restructuring charges comprised the following: Year Ended December 31, 2015 2012/13 2014 2015 Total Employee severance pay and related costs $ — $ 107 $ 3,002 $ 3,109 Non-cancelable lease, contract termination, and other charges 232 — — 232 Other non-cash charges — — 282 282 Total restructuring charges $ 232 $ 107 $ 3,284 $ 3,623 Year Ended December 31, 2014 2012/13 2013/14 Australia 2014 Total Employee severance pay and related costs $ — $ 402 $ 277 $ 1,420 $ 2,099 Non-cancelable lease, contract termination, and other charges 228 — — — 228 Other non-cash charges — 1,181 — — 1,181 Total restructuring charges $ 228 $ 1,583 $ 277 $ 1,420 $ 3,508 Year Ended December 31, 2013 2012/13 2013/14 Total Employee severance pay and related costs $ 1,007 $ 1,894 $ 2,901 Non-cancelable lease, contract termination, and other charges 652 — 652 Other non-cash charges — 526 526 Total restructuring charges $ 1,659 $ 2,420 $ 4,079 Restructuring related costs and change in estimates in year ended December 31, 2015 totaled $3,623. From these restructuring costs incurred, $301 was included in cost of sales, $1,300 in sales and marketing, $1,245 in research and development, and $777 in general and administrative. General and administrative includes $282 in non-cash charges, related to the accelerated depreciation of assets. Restructuring related costs and change in estimates in year ended December 31, 2014 totaled $3,508. From these restructuring costs incurred $28 was included in cost of sales, $1,113 in sales and marketing, $1,406 in research and development, and $961 in general and administrative. Research and development includes $1,181 in non-cash charges, relating to accelerated amortization of software. Restructuring related costs and change in estimates in year ended December 31, 2013 totaled $ 4,079. From these restructuring costs incurred $ 93 was included in cost of sale, $ 1,551 in sales and marketing, $ 574 in research and development, and $ 1,861 in general and administrative. 2015 Restructuring During the financial year ended December 31, 2015, the Company initiated the restructuring of, mainly, its SMB operations and the rationalization of its acquired Location Labs and Norman businesses. As a result of these actions, positions were made redundant in several places globally. The following table summarizes the changes in the 2015 Restructuring related liabilities: Severance Costs incurred and charged to expense 3,002 Costs paid (1,795 ) Effects of foreign currency exchange (10 ) Balance at December 31, 2015 $ 1,197 Cumulative costs incurred to date, including non-cash charges $ 3,284 The Company has accrued for all expected costs related to the 2015 restructuring program. Additional costs to be incurred are expected to be immaterial. The Company expects the 2015 restructuring program to be substantially completed in 2016. 2014 Restructuring During the financial year 2014, the Company initiated the rationalization of the Company’s global operations. As a result of these actions, positions were made redundant in several locations globally. The following table summarizes the changes in the rationalization of operations related liabilities: Severance Balance at January 1, 2015 $ 508 Costs incurred and charged to expense 107 Costs paid (488 ) Effects of foreign currency exchange (25 ) Balance at December 31, 2015 $ 102 Cumulative costs incurred to date, including non-cash charges $ 1,527 The Company has accrued for all expected costs related to the 2014 restructuring program. Additional costs to be incurred are expected to be immaterial. The Company expects the 2014 restructuring program to be substantially completed in 2016. 2012/13 Restructuring During the financial year 2012, the Company initiated the rationalization of the Company’s global operations, involving a wind down of its subsidiaries in Germany, China and Hong Kong, while their business activities will be absorbed by other AVG entities. The Company completed the rationalization of operations during the second quarter of financial year 2013. The Company reported a liability in relation to a non-cancelable lease agreement, amounting to $911 as of December 31, 2015. The following table summarizes the changes in the rationalization of operations related liabilities: Closure Balance at January 1, 2015 $ 1,025 Costs incurred and charged to expense 232 Costs paid (238 ) Effects of foreign currency exchange (108 ) Balance at December 31, 2015 $ 911 Cumulative costs incurred to date, including non-cash charges $ 7,265 Due to organizational reorganizations, we ceased using our leased office space in Darmstodf, Germany. ALL costs related to this lease, including future lease payments, have been accrued. The lease term of this office space, which is partially sublet, will end in 2022. The accrued balance at December 31, 2015, relates to the cease-used facility. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies | Note 18 Commitments and Contingencies Lease commitments The Company leases its facilities and certain equipment under operating and capital leases that expire at various dates through 2025. Some of the leases contain renewal options, escalation clauses, rent concessions, and leasehold improvement incentives. Rent expense is recognized on a straight-line basis over the lease term. Rent expense was $7,615, $7,437 and $10,547 in financial years 2013, 2014, and 2015, respectively. The following is a schedule by years of minimum future lease payments as of December 31, 2015: Lease Sublease Net lease 2016 $ 9,946 $ (476 ) $ 9,470 2017 7,207 (394 ) 6,813 2018 6,223 (255 ) 5,968 2019 5,908 (232 ) 5,676 2020 3,755 (180 ) 3,575 Thereafter 8,235 (180 ) 8,055 Total minimum future lease payments $ 41,274 $ (1,717 ) $ 39,557 Purchase obligations The Company has purchase obligations that are associated with agreements for purchases of goods or services. Management believes that cancellation of these contracts is unlikely and thus the Company expects to make future cash payments according to the contract terms. The following is a schedule by years of purchase obligations as of December 31, 2015: 2016 $ 10,756 2017 4,832 2018 231 2019 2 2020 — Thereafter — Total minimum future purchase obligations $ 15,821 Other commitments In connection with the Company’s business combinations, the Company has agreed to pay certain additional amounts contingent upon the achievement of certain revenue targets and other milestones or upon the continued employment with the Company of certain employees of the acquired entities. The Company recorded such expense of $6,316, $3,029 and $3,828 during the year ended December 31, 2013, 2014 and 2015, respectively. As of December 31, 2015, the Company estimated that future compensation expense of up to $1,303 may be recognized as expense pursuant to these business combination agreements. The other contingent purchase consideration as of December 31, 2015 was $25,358 and is expected to be paid within the next ten months. Other contingent purchase consideration as of December 31, 2014 was $34,320. Indemnification The Company has agreements whereby it indemnifies its managing and supervisory directors for certain events or occurrences while the director is, or was, serving at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is not limited; however, the Company has directors’ insurance coverage that reduces its exposure and may enable the Company to recover a portion of any future amounts paid. The Company believes the estimated fair value of these indemnification agreements in excess of applicable insurance coverage is minimal. The Company provides limited product warranties to its licensees, distribution, reseller and other commercial partners and some of its software distribution, reseller and other commercial partner agreements contain provisions that indemnify such parties from damages and costs resulting from claims that the Company’s software infringes the intellectual property rights of a third party. The Company’s exposure under these warranty and indemnification provisions is generally limited to the total amount paid under the agreement. However, certain agreements may include warranty and/or indemnification provisions that could potentially expose the Company to losses in excess of the amount received under the agreement. To date, there have been no material claims under such warranty and/or indemnification provisions. Accordingly, the Company has not recorded a liability on its consolidated balance sheets for these provisions. Certain employees of the Company have signed non-competition agreements pursuant to which the employee is obligated to abstain from any competitive activity within the scope of the Company’s business for up to 24 months following termination of the employment relationship. Dependent upon the possibility of waiver of such non-compete restrictions available to the Company, unless such waiver would only lift the non-compete restriction but not the obligation to pay, during such period the Company is obligated to pay the employee a certain percentage of her or his salary. In 2015, the Company paid nil under these agreements, in 2014, the Company paid $299 under these agreements and payments made under these agreements in financial years 2013 amounted to $805. Litigation contingencies The Company is involved in legal proceedings, disputes and claims in the ordinary course of business. While the outcome of these matters is currently not determinable, the final resolution of these lawsuits, disputes and claims individually, or in the aggregate, is not expected to have a material adverse effect on the Company’s financial condition or results of operations. |
Segment, revenue per product an
Segment, revenue per product and services, geographic and major customer information | 12 Months Ended |
Dec. 31, 2015 | |
Segment, revenue per product and services, geographic and major customer information | Note 19 Segment, revenue per product and services, geographic and major customer information Segment information The Company has two segments, Consumer and SMB, which reflects how the Company’s operations are managed, how operating performance within the Company is evaluated by the Management Board and the structure of its internal financial reporting. The following table presents summarized information by segment and a reconciliation from consolidated segment operating income to consolidated operating income: Year ended December 31, 2013 2014 2015 Revenue Consumer $ 357,855 $ 315,611 $ 364,423 SMB 49,258 58,462 63,888 Total Revenue 407,113 374,073 428,311 Segment operating income Consumer $ 165,107 $ 157,785 $ 181,256 SMB 13,504 2,255 (10,355 ) Total segment operating income 178,611 160,040 170,901 Reconciliation to consolidated operating income Global operating costs $ (38,738 ) $ (39,959 ) $ (46,050 ) Share-based compensation (8,927 ) (12,376 ) (14,253 ) Acquisition amortization (12,272 ) (18,683 ) (30,993 ) Other adjustments (8,574 ) (9,684 ) (4,671 ) Consolidated operating income $ 110,099 $ 79,338 $ 74,934 Other income (expense): Interest income $ 90 $ 103 $ 121 Interest and finance cost (7,954 ) (3,997 ) (15,934 ) Other, net 485 (1,431 ) 324 Other income and expense, net (7,379 ) (5,325 ) (15,489 ) Income before income taxes $ 102,720 $ 74,013 $ 59,445 The global operating costs include general and administrative and other corporate expenses that are managed on a global basis and that are not directly attributable to any segment. The other adjustments include charges associated with litigation settlements, acquisition related charges and charges associated with the rationalization of the Company’s global operations. The CODM is not provided with nor reviews assets and capital expenditures on a segment basis for purposes of allocating resources or assessing performance, and accordingly such information is not provided. Geographic information Revenues are attributed to countries based on the location of the Company’s channel partners as well as end-users of the Company. The following table represents revenue attributed to countries based on the location of the end-users: Year Ended December 31, 2013 2014 2015 Revenue: United States $ 202,012 $ 189,421 $ 231,540 United Kingdom 56,220 53,353 58,481 The Netherlands 10,178 8,561 9,299 Other countries (1) 138,703 122,738 128,991 $ 407,113 $ 374,073 $ 428,311 (1) No individual country represented more than 10% of the respective totals. The table below lists the Company’s property and equipment, net, by country. December 31, 2014 2015 Long-lived assets: Netherlands $ 332 $ 284 Czech Republic 9,431 9,469 United States 6,462 9,445 Canada — 2,203 Other countries (1) 1,775 2,107 $ 18,000 $ 23,508 (1) No individual country represented more than 10% of the respective totals. Major customers Revenues in financial years 2013, 2014 and 2015 included revenues derived from major customers were as follows (in percentages of total revenue): Year ended December 31, 2013 2014 2015 Yahoo! 9 % 15 % 15 % Google 28 % 9 % 3 % Accounts receivable balances with major customers were as follows (in percentage of total accounts receivable): December 31, 2014 2015 Yahoo! 21 % 19 % Google 5 % 3 % |
Ordinary and Preferred Shares
Ordinary and Preferred Shares | 12 Months Ended |
Dec. 31, 2015 | |
Ordinary and Preferred Shares | Note 20 Ordinary and Preferred Shares Ordinary shares The Company’s authorized, issued and outstanding ordinary shares consist of the following: December 31, 2014 Shares Shares Shares Par Ordinary shares 120,000,000 54,763,151 51,641,505 $ 727 Total 120,000,000 54,763,151 51,641,505 $ 727 December 31, 2015 Shares Shares Shares Par Ordinary shares 120,000,000 54,763,151 51,628,104 $ 727 Total 120,000,000 54,763,151 51,628,104 $ 727 The pertinent rights and privileges of holders of ordinary shares are as follows: Preemptive rights: Liquidation rights: Voting rights: Distributions rights: Dividends restrictions Treasury shares During the year ended December 31, 2015, the Company repurchased 691,332 ordinary shares through the share repurchase program described below and held these shares in treasury. In addition, the Company repurchased 50,000 ordinary shares from a former employee, for a total consideration of $1,066 and held these shares in treasury. During the year ended December 31, 2015, the Company re-issued 727,931 treasury shares, all of which were re-issued upon exercise of share options. As at December 31, 2015 there were 3,135,047 shares held in treasury at a carrying value of $61,297. During the year ended December 31, 2014, the Company repurchased 1,896,786 ordinary shares through the share repurchase program described below and held these shares in treasury. During the year ended December 31, 2014, the Company re-issued 387,661 treasury shares, all of which were re-issued upon exercise of share options. As at December 31, 2014 there were 3,121,646 shares held in treasury at a carrying value of $60,858. Share repurchase program In 2015, the Company entered into a share repurchase program (the 2015 Share repurchase program) with the intention to repurchase shares to cover obligations to deliver shares under its employee stock options incentive and restricted share units plans. Under the share repurchase program the Company is allowed, between November 10, 2015 and May 10, 2016, to repurchase from time to time in both open market and privately negotiated transactions up to $40,000 subject to maximum number of shares equal to 1,666,667 ordinary shares. The share repurchase program will occur in tranches. Under the first tranche of the share repurchase program the Company had, up to December 28, 2015, repurchased in open market transactions 691,332 ordinary shares for a total consideration of $13,551 and a volume weighted average price per share of $19.60. In 2013, the Company entered into a conditional share repurchase program (the 2013/2014 Share repurchase program) under which it intended to repurchase shares to cover obligations to deliver shares under its employee stock options incentive and restricted share units plans (Note 21). Under the first tranche of the share repurchase program the Company had, up to November 5, 2013, repurchased in open market transactions 1,500,000 ordinary shares for a total consideration of $33,110 and a volume weighted average price per share of $22.07. Under the second tranche of the share repurchase program, the Company repurchased 1,132,059 ordinary shares between November 13, 2013 and May 10, 2014, for a total consideration of $19,722 and a volume weighted average price per share of $17.42. Under the third and final tranche of the share repurchase program, the Company repurchased 1,367,941 ordinary shares between June 3, 2014 and August 12, 2014, for a total consideration of $25,912 and a volume weighted average price per share of $18.94. The following table summarizes the Company’s share repurchases: 2015 Share repurchase program: Period Total number Average price Total number Maximum November 10 – 30, 2015 337,126 $ 19.56 337,126 1,329,541 December 1 – 28, 2015 354,206 $ 19.65 691,332 975,335 Total 691,332 $ 19.60 2013/2014 Share repurchase program: 2013 2014 Total Total number of shares repurchased 2,103,214 1,896,786 4,000,000 Dollar amount of shares repurchased $ 43,411 $ 35,334 $ 78,745 Average price paid per share $ 20.64 $ 18.63 $ 19.69 Range of price paid per share $ 15.89 – 26.16 $ 15.48 – 21.00 $ 15.48 – 26.16 Redeemable Non-controlling Interests The agreement with the Class B shareholders of Location Labs, as disclosed in Note 3, contains redemption features whereby interests held are redeemable at the option of the holder and is not solely within our control. The redemption is deemed probable but not currently redeemable and therefore the Company is charging accretion changes to adjust the redeemable non-controlling interest each reporting period to its estimated redemption value after the attribution of net income or loss of the subsidiary. Any adjustment to the redemption value will impact retained earnings. Changes to redeemable non-controlling interest during 2014 and 2015 were as follows: Year Ended December 31, 2014 2015 Balance as of January 1 $ — $ 40,040 Redeemable non-controlling interest upon acquisition 39,498 — Net income attributable to non-controlling interests 8 35 Redemption value adjustment charged against retained earnings 534 1,925 Redemption of Class B-1 shares — (25,200 ) Balance as of December 31 $ 40,040 $ 16,800 |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Share-based Compensation | Note 21 Share-based Compensation The following table sets forth the total share-based compensation expense under the 2009 Option Plan, as amended and restated, and the share-based compensation expense related to the shares of the Company that the former owners of TuneUp received subject to their non-competition and other vesting conditions (Note 3) recognized in the consolidated statements of comprehensive income. Year Ended December 31, 2013 2014 2015 Cost of revenue $ (40 ) $ (58 ) $ (148 ) Research and development (1,013 ) (2,495 ) (2,750 ) Sales and marketing (1,172 ) (1,556 ) (2,968 ) General and administrative (6,702 ) (8,267 ) (8,387 ) Total $ (8,927 ) $ (12,376 ) $ (14,253 ) Compensation costs related to employee share option and (market-)restricted stock units granted are based on the fair value of the options on the date of grant, net of estimated forfeitures. Management estimates the forfeiture rate based on analysis of actual forfeitures and management will continue to evaluate the adequacy of the forfeiture rate based on actual forfeiture experience. The impact from a forfeiture rate adjustment will be recognized in full in the period of adjustment, and if the actual number of future forfeitures differs from that estimated by management, the Company may be required to record adjustments to share-based compensation expense in future periods. Compensation costs on share based awards with graded vesting are recognized on an accelerated basis as though each separately vesting portion of the award was, in substance, a separate award. Option Plan The Option Plan was designed in order to grant options on ordinary shares in the capital of AVG Technologies N.V. to certain employees of the Company. The purpose of the Option Plan is to provide employees with an opportunity to participate directly in the growth of the value of the Company by receiving options for shares. Each option converts into one ordinary share of AVG Technologies N.V. on exercise. The Option Plan was initially approved and adopted by a General Meeting of Shareholders on June 8, 2009 and was subsequently amended and restated effective on October 1, 2009, June 30, 2010, March 11, 2011, September 29, 2011, January 30, 2012, May 7, 2013, and December 4, 2014. Currently, the Option Plan also includes a restricted stock unit/share plan. The total number of shares in respect of which options and restricted stock units pool may be granted under the Option Plan is limited at 12,209,948. Options that lapse or are forfeited and restricted stock units that are forfeited are available to be granted again. Options and restricted stock units granted to members of the Management Board of the Company and the Supervisory Board require prior approval of the General Meeting of Shareholders. On June 19, 2013, the General Meeting authorized the Supervisory Board to grant up to a maximum of 500,000 options or restricted stock units in the aggregate in a year to members of the Management Board. The vesting of certain restricted stock units granted to our CEO is subject to satisfaction of market based financial performance criteria, the market restricted share units. The market restricted stock units will vest if the average closing price of the Company’s shares on the New York Stock Exchange during a 30 consecutive trading day period exceeds 2.5 times the closing price of the shares on the Start Date, as defined in the RSU agreement, (the “Share Price Goal”), provided that (i) if the Share Price Goal is achieved prior to the first anniversary of the Start Date, the vesting shall occur on the first anniversary of the Start Date and (ii) the CEO remains employed through the applicable vesting date and has not provided a notice of termination as of the applicable vesting date. Options and restricted share units generally vest over a period of four years, whereby 25% of the options vest on the first anniversary of the start date and the remaining options vest quarterly thereafter, in equal portions during the remaining vesting period. As part of our existing remuneration policy for the Management Board, the Company introduced performance-based restricted share unit awards in 2015. These awards vest over a period of two years, and the number of restricted share units that are eligible to vest is determined based on the achievement of performance criteria linked to software revenue targets. The contractual life of all options is 10 years. Participants have no voting rights with respect to shares represented by restricted stock units until the date of the issuance of such shares. Participants in the Restricted Stock Units Plan may, if the Supervisory Board of the Company so determines, be credited with dividend equivalents paid with respect to shares underlying a restricted stock unit award. Dividend equivalents shall be forfeited in the event that the restricted stock units with respect to which such dividend equivalents were credited are forfeited. Share option activity The following table summarizes share option activity: Number of Weighted- Weighted- Aggregate (1) Outstanding – January 1, 2015 3,241,511 18.67 8.03 $ 7,097 Granted 815,500 23.22 Cancelled — — Exercised (651,965 ) 16.64 Expired (26,783 ) 21.20 Forfeited (272,355 ) 18.65 Repurchased — — Outstanding – December 31, 2015 3,105,908 20.27 7.72 $ 4,850 Vested and expected to vest – December 31, 2015 2,997,994 20.21 7.68 $ 4,793 Exercisable – December 31, 2015 1,622,512 19.14 6.92 $ 3,790 (1) Intrinsic value is calculated as the difference between the fair value of the Company’s ordinary shares as of the end of each reporting period and the exercise price of the option. Additional information regarding the Company’s share options outstanding as of December 31, 2015 is summarized below: Options Outstanding Strike Price Number of Weighted- Weighted- $0.01 – $5.00 — — $ — $5.00 – $12.00 67,721 3.44 8.10 $12.00 – $20.00 1,624,640 7.43 17.56 $20.00 – $25.72 1,413,550 8.27 23.95 Total 3,105,911 7.72 $ 20.27 Determining the fair value of share options The fair value of each stock option award is estimated, based on several assumptions, on the date of grant using the Black-Scholes option valuation model. The principal assumptions utilized in valuing stock options include the expected stock price volatility (based on the historic average of the common stock of two peer companies and the Company’s historic stock price volatility over the expected term); the expected option life; the expected dividend yield; and the risk-free interest rate (an estimate based on the yield of United States Treasury zero coupon bond with a maturity equal to the expected life of the option). Since the Company is publicly traded on the New York Stock Exchange the fair value of the ordinary shares underlying the share options is determined based on the market price. Prior to that, the fair value has been determined by an unrelated party’s contemporaneous external valuation of the Company’s market value. A summary of the weighted-average assumptions is as follows: Year Ended December 31, 2013 2014 2015 Risk free interest rate 0.83 % 1.23 % 1.42 % Weighted-average expected lives (years) 4.0 4.0 4.5 Volatility 36.71 % 39.56 % 38.26 % Dividend Yield 0.00 % 0.00 % 0.00 % Weighted-average grant date fair value (per share) 5.91 6.61 7.83 Value Granted (total) $ 8,979 6,844 6,385 Number granted in year 1,519,080 1,034,870 815,500 As of December 31, 2015, total compensation cost related to unvested share options granted to employees not yet recognized was $4,376 net of estimated forfeitures. This cost will be amortized to expense over a weighted-average remaining period of 1.70 years and will be adjusted for subsequent changes in estimated forfeitures. In financial years 2013, 2014 and 2015, the Company, at its discretion, repurchased options at fair value held by a limited number of terminated employees in an amount of $702, nil and nil, respectively. These amounts were charged to equity as the amounts paid did not exceed the fair value of the equity instruments repurchased at the repurchase date. Market restricted stock units activity The market restricted stock units will vest if the average closing price of the Company’s shares on the New York Stock Exchange during a 30 consecutive trading day period exceeds 2.5 times the closing price of the shares on the Start Date, as defined in the RSU agreement (the “Share Price Goal”), provided that the recipient continued service through the applicable vesting date and has not provided a notice of termination as of the applicable vesting date. The following table summarizes market restricted stock units activity: Number of Weighted- Outstanding – January 1, 2015 100,000 $ 5.56 Granted — — Paid — — Forfeited — — Outstanding – December 31, 2015 100,000 $ 5.56 Determining the fair value of market restricted stock units activity The fair value and requisite service period of the market RSU’s was calculated using the Monte Carlo method. The inputs for expected volatility, expected dividends, and risk-free rate used in estimating the fair value and requisite service period of the market RSU’s are the same as those used to calculate the fair value of options issued under the employee share option plan. As of December 31, 2015, total compensation cost related to unvested market restricted share units granted to employees not yet recognized was $277 net of estimated forfeitures. This cost will be amortized to expense over a weighted-average requisition period of 1.5 years and will be adjusted for subsequent changes in fair value and forfeiture. Restricted stock and restricted stock units activity The following table summarizes restricted stock units activity: Number of Weighted- Outstanding – January 1, 2015 825,000 $ 19.95 Granted 618,500 21.98 Paid (250,000 ) 19.87 Forfeited (61,355 ) 14.76 Outstanding – December 31, 2015 1,132,145 $ 21.22 An aggregate of 64,106 and 113,877 of the vested restricted stock units were withheld in payment of withholding tax obligations during 2014 and 2015, respectively. As of December 31, 2015, the unvested restricted stock is nil. As of December 31, 2015, total compensation cost related to unvested restricted stock and restricted stock units granted to employees not yet recognized was $5,956, net of forfeitures. This cost will be amortized to expense over a weighted-average remaining period of 1.22 years and will be adjusted for subsequent changes in estimated forfeitures. Shares issued to the former owners of TuneUp As part of the acquisition of TuneUp, the former owners of TuneUp were due to receive shares of AVG with, at acquisition date, a total fair value of €11.5 million subject to their continued employment with the Company and other vesting conditions. In the first quarter of 2013, one of the former owners ceased employment; hence the remaining share-based compensation in the amount of €2.0 million or $2.9 million was accelerated and expensed. In financial year 2013, the Company recognized compensation expense of $3,133 which was included in general and administrative expenses. In the financial years 2014 and 2015, no compensation expense was recognized, As of December 31, 2014 and 2015, the Company had no outstanding liabilities related to the former owners of TuneUp. |
Post retirement benefit plans
Post retirement benefit plans | 12 Months Ended |
Dec. 31, 2015 | |
Post retirement benefit plans | Note 22 Post retirement benefit plans The Company operates defined contribution pension and defined benefit plans in accordance with local regulations and practices. These plans cover a portion of the Company’s employees and provide benefits to employees in the event of death, disability, or retirement. The measurement date used for the Company’s employee benefit plans is December 31. The funding policies of the Company’s plans are consistent with the local government and tax requirements and several of the plans are not required to be funded according to local government and tax requirements. For all employees not part of a defined contribution pension or defined benefit plan, the Company does not pay or reimburse pension premiums other than any applicable statutory national premiums for state pension. The Company recognizes in its Consolidated Balance Sheets the funded status of its defined benefit pension plans as the difference between the fair value of the plan assets and the benefit obligation. Defined contribution plans The Company maintains a defined contribution 401(k) retirement savings plan for its U.S. employees and a retirement savings plan for its U.K. employees. Each participant in the 401(k) retirement savings plan may elect to contribute a percentage of his or her annual compensation up to a specified maximum amount allowed under U.S. Internal Revenue Service regulations. The Company matches employee contributions to a maximum of 4% of the participant annual compensation. The Company contributed and recorded in Operating expenses $380, $480 and $665 during 2013, 2014, and 2015, respectively. Defined benefit plan The Company maintains a defined benefit plan for its Swiss employees. The change in benefit obligation, change in fair value of plan assets, and funded status recognized in the Consolidated Balance Sheets were as follows: Defined pension 2014 2015 Benefit obligation at January 1, $ — $ (2,438 ) Service cost (26 ) (165 ) Past year service cost — 85 Interest cost (6 ) (32 ) Contributions by plan participants (12 ) (67 ) Benefit payments 22 386 Benefit obligations of businesses acquired (2,424 ) — Actuarial loss (94 ) (108 ) Other 36 126 Exchange rate differences 66 80 Benefit obligation at December 31, $ (2,438 ) $ (2,133 ) Fair value of plan assets at January 1, $ — $ 1,541 Actual return on plan assets 10 25 Contributions by employer 22 119 Contributions by plan participants 12 67 Benefit payments (22 ) (386 ) Plan assets of businesses acquired 1,562 — Other (1 ) (10 ) Exchange rate differences (42 ) (48 ) Fair value of plan assets at December 31, $ 1,541 $ 1,308 Funded status – underfunded (non-current) (897 ) (825 ) The accumulated benefit obligations (ABO) were $2.4 million and $2.1 million at December 31, 2014 and 2015, respectively. The accumulated amount recognized in Other comprehensive income as of December 31, 2015 was $199, before tax effects. Components of net periodic benefit cost Net periodic benefit cost consisted of the following: Defined pension benefits 2013 2014 2015 Service cost $ — $ 26 $ 165 Prior year service cost — — (38 ) Interest cost — 6 32 Expected return on plan assets — (7 ) (41 ) Curtailments/settlements — — (126 ) Administration expenses — 1 11 Net periodic benefit cost $ — $ 26 $ 3 Assumptions The following weighted-average assumptions were used to determine benefit obligations: Defined pension benefits (in %) 2014 2015 Discount rate 1.25 0.80 Rate of compensation increase 2.00 2.00 Pension increase assumption 0.25 — The discount rate assumptions are based upon high corporate quality bonds. The following weighted-average assumptions were used to determine the “Net periodic benefit cost”: Defined pension benefits (in %) 2013 2014 2015 Discount rate — 1.50 0.80 Expected long-term rate of return on plan assets — 2.50 1.25 Rate of compensation increase — 2.00 2.00 Plan assets As of January 1, 2015, the Company transferred its plan assets to a new insurance company and as a consequence, all plan assets at December 31, 2014 were cash. The asset allocation of the new insurance company on a weighted-average basis was as follows: 2014 2015 Asset Class (1) Equity $ 379 25 % $ 325 25 % Fixed income 477 31 % 709 54 % Real estate 638 41 % 119 9 % Other 47 3 % 155 12 % Total $ 1,541 100 % $ 1,308 100 % (1) As of January 1, 2015, Norman Data Defense Systems AG changed the pension fund to AXA collective funds. The disclosed asset allocation for December 31, 2014 corresponds to the asset allocation of the current pension fund as of January 1, 2015. Estimated future benefit payments The future expected benefit payments by the Company’s pension plan, which reflect expected future services, as appropriate as at December 31, 2015, are as follows: Estimated 2016 $ 70 2017 64 2018 59 2019 55 2020 53 Years 2021 -2025 278 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes | Note 23 Income Taxes The Company’s components of income before income taxes are as follows: Year Ended December 31, 2013 2014 2015 Domestic $ (105,606 ) $ 24,662 $ 55,996 Foreign 208,326 49,351 3,449 $ 102,720 $ 74,013 $ 59,445 The components of the income tax provision (benefit) are as follows: Year Ended December 31, 2013 2014 2015 Current: Domestic $ — $ 1,055 $ 98 Foreign 20,898 4,499 1,253 Total current provision $ 20,898 $ 5,554 $ 1,351 Deferred: Domestic (396 ) 11,384 12,673 Foreign 18,504 2,641 (3,505 ) Total deferred provision (benefit) $ 18,108 $ 14,025 $ 9,168 Provision for income taxes before tax effects of other comprehensive income $ 39,006 $ 19,579 $ 10,519 Reconciliation of income tax computed at the Netherlands statutory tax rate to the income tax provision (benefit) is as follows: Year Ended December 31, 2013 2014 2015 Income tax expense at statutory rate (1) $ 25,680 $ 18,525 $ 14,873 Foreign tax rate differential (2) (12,682 ) (2,926 ) (135 ) Dutch tax ruling – innovation box regime 22,616 11,449 1,693 Dutch tax ruling – additional tax benefit — (4,325 ) (3,276 ) Permanent differences (3) 2,075 2,930 (1,252 ) Valuation allowance (187 ) (684 ) (1,874 ) Provision to return 2,788 (3,171 ) (264 ) R&D Credit (366 ) (332 ) (1,170 ) Other (4) (918 ) (1,887 ) 1,924 Income tax provision $ 39,006 $ 19,579 $ 10,519 (1) The statutory rate was 25% in 2013, 2014 and 2015. (2) The decrease in the foreign tax rate differential is the result of the transfer of the Company’s e-commerce operations from Cyprus to the Netherlands, effective January 1, 2014. (3) During 2013 and 2014, the Company recognized $1.2 and $3.1 unfavorable permanent differences due to the non-deductible share based compensation costs. During 2015, the Company recognized $1.3 unfavorable permanent difference due to tax non-deductible acquisition costs, $1.0 and $1.5 favorable permanent differences from prior period acquisition costs recharge income and with respect to non-taxable income from deferred consideration reversal, respectively. (4) During 2013, the Company recognized $2.6 prior period unfavorable adjustments and $3.0 favorable adjustment due to the change in income tax rate in Cyprus from 10% to 12.5%. During 2014, the Company recognized $0.6 prior period favorable adjustments and $0.9 favorable adjustments due to the UK deferred revenue tax rate changes. During 2015, the Company recognized $1.2 prior period unfavorable adjustments due to a reduction in 2010 net operating losses as a result of foreign currency translation difference which is offset by a favorable reversal of valuation allowance in the same amount. Dutch tax ruling On June 1, 2011, the Company entered into an innovation box regime in the Netherlands, resulting in the recognition of tax benefits (deferred tax assets), which significantly impacted its effective tax rate in 2011. Under the innovation box regime, the income attributable to certain research and development activities is subject to an effective rate of 5%, in lieu of the Dutch statutory corporate income tax rate of 25%. As a consequence, the enacted Dutch tax rate was 22%, 19%, 16%, 13% and 10% for 2011, 2012, 2013, 2014 and 2015, respectively. The current innovation box ruling will end in December 2020. Simultaneously, the Company entered into an agreement regarding special deductions on acquired intellectual property, which was updated in December 2012 and December 2013. This agreement on special deductions will end on December 31, 2018. On January 1, 2014, the Company entered into similar agreement regarding special deductions on acquired intellectual property which will end on December 31, 2023. The effects of these agreements on per share data is nil, $0.08 and $0.06 for 2013, 2014 and 2015, respectively. Temporary differences Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of deferred income tax assets and liabilities are as follows: December 31, 2014 2015 Deferred tax assets: Fixed assets and intangible assets $ 11,827 $ 3,562 Deferred revenues 21,314 19,448 Provisions and reserves 7,649 9,210 Net operating loss carry forwards 17,588 9,190 Other 4,724 7,085 Gross deferred tax assets $ 63,102 $ 48,495 Valuation allowance (10,341 ) (7,860 ) Total deferred tax asset $ 52,761 $ 40,635 Deferred tax liabilities: Fixed assets and intangible assets $ (30,715 ) $ (30,169 ) Other (358 ) (1,779 ) Total deferred tax liabilities $ (31,073 ) $ (31,948 ) Net deferred tax asset $ 21,688 $ 8,687 Deferred tax asset – current portion $ 21,056 $ 17,643 Deferred tax asset – non-current portion 26,813 20,538 Deferred tax liability – current portion (568 ) (898 ) Deferred tax liability – non-current portion (25,613 ) (28,596 ) Net deferred tax asset $ 21,688 $ 8,687 The Company maintains a valuation allowance on net operating losses and other deferred tax assets in jurisdictions for which it does not believe it is more-likely-than-not to realize those deferred tax assets based upon all available positive and negative evidence, including historical operating performance, carryback periods, reversal of taxable temporary differences, tax planning strategies and earnings expectations. The movement of the valuation allowance on net operating losses and other deferred tax assets is as follows: Year Ended December 31, 2013 2014 2015 Balance at beginning of period $ 11,359 $ 11,124 $ 10,341 Additions through acquisitions — 1,323 6 Charged to expenses 1,305 83 272 Credited to expenses (1,540 ) (2,189 ) (2,152 ) Charged to other accounts — — (607 ) Balance at end of period $ 11,124 $ 10,341 $ 7,860 As of December 31, 2014 and December 31, 2015, the Company had net operating loss carry forwards of approximately $81,787 and $34,630, respectively, which will be available to offset future taxable income. If not used, approximately $19,491 of these carry forwards will expire between 2018 and 2023. The remaining portion of the carry forwards arose in jurisdictions where losses do not expire. In addition, as of December 31, 2014, and December 31, 2015, the Company had Research & Development tax credit carry forwards totaling $4,378 and $6,874, respectively, of which, if unused, $3,714 will expire in years 2023 through 2035, and $3,160 do not expire. Certain tax attributes in the United States are subject to an annual limitation of $11,834 as a result of the acquisition of Wavemarket, Inc. by the Company, which constitutes a change of ownership as defined under Internal Revenue Code Section 382. The Company does not expect the annual limitation to result in the expiration of any unused tax attributes. The Company intends to remit all earnings in its foreign subsidiaries and has established deferred tax liability of approximately $839 for unremitted earnings. As of December 31, 2013 the Company had no unrecognized tax benefits. As of December 31, 2014 the Company had unrecognized tax benefits with respect to R&D credits on its subsidiary’s U.S. federal and state tax returns. As of December 31, 2015, the Company had unrecognized tax benefits primarily with respect to R&D credits and California NOLs on its subsidiary’s U.S. federal and state tax returns, unrecognized tax benefits in relation to 2015 profits of newly acquired subsidiary in Malta and unrecognized tax benefits for share based compensation in Israel. The Company recognizes interest and penalties accrued related to unrecognized tax benefits in tax expense. The Company had no amounts accrued for interest and penalties during the years presented. A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years presented is as follows: Year Ended December 31, 2013 2014 2015 Balance at January 1, $ — $ — $ 1,454 Additions through acquisitions — 1,454 — Additions based on tax positions related to the current year — — 566 Additions for tax positions of prior years — — 827 Reductions due to settlements with taxing authorities — — (9 ) Balance at December 31, $ — $ 1,454 $ 2,838 At December 31, 2015, there was $1.9 million of unrecognized tax benefits that, if recognized, would affect the annual effective tax rate. The Company files numerous consolidated and separate company income tax returns in its domestic and foreign jurisdictions. The Company does not expect the amount of unrecognized tax benefits to materially change within the next twelve months. The table below summarizes the open tax years and tax examinations in major jurisdictions as of December 31, 2015: Jurisdiction Open Years Ongoing Examinations Australia 2013 – 2015 N/A Brazil 2014 – 2015 N/A Canada 2013 – 2015 N/A China 2010 – 2015 In liquidation-review Cyprus 2011 – 2015 In liquidation-review Czech Republic 2012 – 2015 N/A Denmark 2011 – 2015 N/A France 2011 – 2015 N/A Germany 2010 – 2015 2010 – 2012 Corporate tax Israel 2011 – 2015 N/A Malta 2014 – 2015 N/A Netherlands 2009 – 2015 2011 – 2012 Corporate Tax/2013 VAT Norway 2013 – 2015 N/A Serbia 2012 – 2015 N/A Spain 2012 – 2015 N/A Sweden 2008 – 2015 N/A Switzerland 2010 – 2015 N/A United Kingdom 2012 – 2015 2013 Corporate tax Ukraine 2014 – 2015 N/A United States 2012 – 2015 N/A |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share | Note 24 Earnings Per Share Basic earnings available to ordinary shareholders per share is computed based on the weighted-average number of ordinary shares outstanding during each period. Diluted earnings available to ordinary shareholders per share is computed based on the weighted-average number of ordinary shares outstanding during each period, plus potential ordinary shares considered outstanding during the period, as long as the inclusion of such shares is not anti-dilutive. Potential ordinary shares consist of the incremental ordinary shares issuable upon the exercise of share options (using the treasury shares method). The Company applied the two-class method when computing its earnings per share, which requires that net income per share for each class of share be calculated assuming 100% of the Company’s net income is distributed as dividends to each class of share based on their contractual rights. The following table sets forth the computation of basic and diluted earnings per outstanding ordinary share: Year Ended December 31, 2013 2014 2015 Numerator: Net income $ 63,714 $ 54,434 $ 48,926 Less net income attribute to non-controlling interest — (8 ) (35 ) Redeemable non-controlling interest — (534 ) (1,925 ) Net income available to ordinary shareholders – basic $ 63,714 $ 53,892 $ 46,966 Net income available to ordinary shareholders – diluted $ 63,714 $ 53,892 $ 46,966 Denominator: Weighted-average ordinary shares outstanding – basic 54,208,065 52,219,176 51,979,048 Potential ordinary shares 502,639 372,259 826,170 Weighted-average ordinary shares outstanding – diluted 54,710,704 52,591,435 52,805,218 Earnings per share attributable to AVG Technologies N.V. ordinary shareholders – basic $ 1.18 $ 1.03 $ 0.90 Earnings per share attributable to AVG Technologies N.V. ordinary shareholders – diluted $ 1.16 $ 1.02 $ 0.89 The following securities that could potentially dilute basic earnings per share in the future have been excluded from the above computation of earnings per share as their inclusion would have been anti-dilutive. Year Ended December 31, 2013 2014 2015 Market restricted stock units 26,630 100,000 100,000 Options to purchase ordinary shares 1,235,448 1,675,499 860,324 Anti-dilutive shares 1,262,078 1,775,499 960,324 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events | Note 25 Subsequent Events Announcement of Jeffrey Ross as the Company’s new chief financial officer On March 29, 2016 the Company announced that Jeffrey Ross was named chief financial officer. Mr. Ross joined the company in early April and will assume the role and title of CFO the day following the Company’s 2016 first quarter earnings announcement. Mr. Ross will be a member of the Company’s Management Board upon appointment by the General Meeting of Shareholders, after which Mr. Little will resign as a member of the Management Board and continue his employment with the Company during the transition process. The Supervisory Board of the Company will nominate Mr. Ross for appointment to the Company’s Management Board at its Annual General Meeting of Shareholders on June 9, 2016. Second tranche of 2015 share repurchase program On March 1, 2016, the Company announced the second tranche of its previously announced 1,666,667 share repurchase program, as announced on November 9, 2015 and subsequently on December 17, 2015. Under the second tranche, the Company was allowed to repurchase up to 200,001 of its ordinary shares (the “shares”) between March 1, 2016 and May 10, 2016. The Company completed the second tranche and the 2015 share repurchase program on March 14, 2016. Additional share repurchase program On March 29, 2016, the Company announced that it has adopted an additional share repurchase program under which it intends to repurchase up to 500,000 of its ordinary shares (the “shares”) to cover the Company’s obligations to deliver shares under its employee stock options incentive and restricted share units plans. The share repurchase was authorized by the Company’s shareholders on June 11, 2015 and approved by the Supervisory Board. Under the share repurchase program, the Company has authorization to repurchase a maximum number of 500,000 shares between March 30, 2016 and September 30, 2016. The total repurchase price will not be more than $8,190. The share repurchase program does not require the Company to acquire any specific number of shares and may be terminated by the Company at any time without prior notice. The share repurchase program will be done in one tranche. The Company has mandated JMP Securities LLC (“JMP”), a full service investment bank, to execute the tranche of open market repurchases (including repurchases from JMP acting as principal). For that, JMP will decide on the timing of the share repurchases independently of, and without being influenced by, the Company. JMP is a full service Broker-Dealer. The number of shares repurchased each week during the share repurchase program and the average purchase price are disclosed on the Investor Relations section of the Company’s website, which can be found at www.avg.com or investors.avg.com. Redemption Class B-2 shares Location Labs, Inc. In April 2016, the Company redeemed the Class B-2 shares of Location Labs, Inc. for $16,800. Class B-2 shares were puttable to the Company by the shareholders for a six month period commencing on January 1, 2016 for a maximum nominal value of $16,800. Location Labs contingent consideration payment In April 2016, the Company paid the selling shareholders of Location Labs the second installment of the contingent purchase consideration of $13.5 million, due to Location Labs fulfilling the financial metrics upon which this installment was payable. |
Summary of significant accoun34
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Principles of consolidation | Principles of consolidation The accompanying consolidated financial statements of AVG Technologies N.V. and its subsidiaries are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Subsidiaries are defined as being those companies over which AVG Technologies N.V. has control through a majority of voting rights to exercise control or to obtain the majority of the benefits and be exposed to a majority of the risk. Subsidiaries are consolidated from the date on which control is obtained until the date that such control ceases. All intercompany accounts and transactions have been eliminated in consolidation. |
Investment in equity affiliate | Investment in equity affiliate Investments in the common shares of companies, in which the Company believes it exercises significant influence over operating and financial policies, are accounted for using the equity method, reflecting its shares of gains and losses less dividend distribution and impairments. |
Use of estimates | Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are based upon historical factors, current circumstances and the experience and judgment of management. Management evaluates its assumptions and estimates on an ongoing basis. Actual results could differ from those estimates. |
Concentrations of credit risk | Concentrations of credit risk A significant portion of the Company’s revenue and net income is derived from international direct sales and sales to resellers and distributors. Fluctuations of the U.S. dollar against other currencies, changes in local regulatory or economic conditions, piracy, or non-performance by resellers or distributors could adversely affect operating results. The majority of platform-derived revenue from the Company’s dynamic secure search was generated through agreements with search engine companies, including Google and Yahoo!. Platform-derived revenue generated from Google accounted for 3% of the Company’s total revenue in 2015 (9% in 2014 and 28% in 2013). Platform-derived revenue generated from Yahoo! accounted for 15% of the Company’s total revenue in 2015 (15% in 2014 and 9% in 2013). Changes in local regulatory or economic conditions, piracy, or non-performance of Google and Yahoo! could adversely affect operating results. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and trade accounts receivable. The Company places its cash and cash equivalents, consisting mostly of deposits, with high credit qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions. The credit risk in trade accounts receivable is substantially mitigated by the Company’s credit evaluation process, reasonably short collection terms, and the geographical dispersion of sales transactions. The Company does not obtain rights to collateral to reduce its credit risk. |
Foreign currency | Foreign currency The reporting currency of the Company is the U.S. dollar. The functional currency of AVG Technologies N.V. is the U.S. dollar as it is the currency of the primary economic environment in which its operations are conducted. The functional currency of the Company’s subsidiaries is generally the local currency of such entity. Transactions in currencies other than the functional currency of the Company are recorded at the rates of exchange prevailing at the date of the transaction. Monetary assets and liabilities in currencies other than the operation’s functional currency are remeasured at rates of exchange prevailing at the balance sheet date to the operation’s functional currency. Foreign currency transaction gains and losses are included in other income (expense), net, in the consolidated statements of comprehensive income. Upon consolidation, the results of operations of subsidiaries, whose functional currency is other than the reporting currency of the Company, the U.S. dollar, are translated at the average exchange rate for the period. Assets and liabilities, excluding equity account balances which are translated at historical rates, are translated at period end exchange rates. The translation adjustments resulting from this process are included as a component of accumulated other comprehensive income (loss). In the event of liquidation of a foreign subsidiary, the accumulated translation adjustment attributable to that foreign subsidiary is reclassified from accumulated other comprehensive income (loss) and included in other income (expense), net. |
Reclassification | Reclassification Certain prior year amounts in these notes and in the consolidated financial statements have been reclassified to conform to the fiscal 2015 presentation. In 2015, on the consolidated statements of income, the Company began to break down its subscription revenue separately stating SaaS revenues from licenses revenues, and the Company began to break down its platform-derived revenue and separately stating Search revenue from other platform-derived revenue. For comparison purposes, the Company has reclassified prior year revenues to reflect the new method of presentation. The majority of the costs associated with the Company’s licenses and SaaS offerings are interrelated and interdependent. Accordingly, the Company presents these costs aggregated as cost of Software sales. Similarly, the costs for Search revenue and other platform-derived revenue are also interrelated and interdependent. Accordingly, the Company presents these costs aggregated as cost of Search and other. Since SaaS revenues and licenses revenues are interrelated for purposes of allocating resources or assessing performance, this revenue is jointly referred to as Subscription revenue. Since search revenues and other platform-derived revenues are interrelated for purposes of allocating resources or assessing performance, this revenue is jointly referred to as Platform-derived or platform revenue. |
Revenue recognition | Revenue recognition The Company’s revenue, which is presented net of sales taxes and any other similar assessments, is derived from the following sources: (i) subscription revenue, which principally consists of revenue from term-based and perpetual software license agreements, bundled with maintenance and support, and hosted software solutions; and (ii) platform-derived revenues, which consists primarily of revenue from secure search solution and monetization of mobile products. Subscription revenues Since SaaS revenues and licenses revenues are interrelated, this revenue is jointly referred to as Subscription revenue. The Company sells term-based software licenses through direct sales to customers and indirect sales with partners, distributors and resellers. The Company recognizes its software revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) fees are fixed or determinable and (iv) collectability is probable. If the Company determines that any one of the four criteria is not met, the Company defers recognition of revenue until all the criteria are met. Persuasive evidence is a binding purchase order or license agreement. Delivery generally occurs upon delivery of a license key or, in the case of hosted software solutions, when services are made available. If a significant portion of a fee is due after the Company’s normal payment terms of typically up to 90 days, the Company recognizes revenue as the fees become due. If the Company determines that collection of a fee is not reasonably assured, the Company defers the fees and recognizes revenue upon cash receipt, provided all other revenue recognition criteria are met. The term-based software license agreements include free maintenance and support services (including the right to receive unspecified upgrades/enhancements of the Company’s products on a when-and-if-available basis), for which vendor-specific objective evidence (“VSOE”) of the fair value of undelivered elements does not exist. These arrangements are offered to customers over a specified period of time, and the Company recognizes all revenue from the arrangement ratably over the license term, which coincides with the maintenance and support service period. In cases where the Company generates revenue from its hosted software solutions, revenue is recognized in accordance with ASC 605, Revenue Recognition The Company also sells perpetual software licenses primarily through indirect sales with partners, distributors and resellers and, to a lesser extent, through direct sales to customers. The perpetual license agreements include free maintenance and support services (which include the right to bug fixes, but exclude the right to receive unspecified upgrades/enhancements of the Company’s product on a when-and-if-available basis), for which VSOE of the fair value of undelivered elements does not exist. The Company recognizes all revenue from arrangements ratably over the expected term for providing maintenance and support services. The Company also licenses its software to partners, who sell the software products to end users. When sold to an end user, the partner reports the sale to the Company and revenue is recognized ratably over the service period. Deferred revenue consists principally of the unamortized balance of arrangements which include term-based and perpetual software license agreements, bundled with maintenance and support. The Company reduces revenue for estimated sales returns. End users may return the Company’s products, subject to varying limitations, through distributors and resellers or to the Company directly for a refund within a reasonably short period from the date of purchase. The Company estimates and records reserves for sales returns based on historical experience. Platform-derived revenues Since search revenues and other platform-derived revenues are interrelated, this revenue is jointly referred to as Platform-derived or platform revenue. Platform-derived revenues are principally generated from search engines. The third parties are obligated to pay the Company a portion of the revenue they earn from search advertisements to end users on its Internet properties. Amounts earned from such third parties are reflected as revenue in the period in which such advertising services are provided. Other platform-derived revenues comprise advertising fees, mobile related products and product fees. Product fees earned through collaborative arrangements with third parties, whereby the Company incorporates content or functionality of the third party into the Company’s product offerings. Fees earned in a period are generally based on the number of active clients with the installed third party content or functionality multiplied by the applicable client fee. Each contract is evaluated to determine whether the Company is the principal in the arrangement. When the Company concludes that it is the principal, revenues are recognized on a gross basis, otherwise revenues are recognized on a net basis. Generally, the Company is not the primary obligor in the arrangements and does not have latitude in establishing prices, and therefore the Company generally records the net sales amount as revenue. |
Cost of revenue | Cost of revenue The majority of the costs associated with our licenses and SaaS offerings are interrelated and interdependent. Accordingly, we present these costs aggregated as cost of Software sales. Similarly, the costs for Search revenue and other platform-derived revenue are also interrelated and interdependent. Accordingly, we present these costs aggregated as cost of Search and other. The cost of revenue related to software and services revenues primarily consists of customer support, costs of electronic downloads, commissions to payment providers, amortization of purchased technology, costs of packaging, license fees for technologies implemented into the Company’s products, costs associated with the Company’s network operating center. The cost of revenue related to platform-derived revenues primarily consists of fees paid to third parties that distribute the Company’s search solutions and to traffic acquisition costs. Traffic acquisition costs are comprised of payments made to companies that direct consumer traffic to the Company and are expensed in the period incurred. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid investments with an original maturity to the Company of three months or less to be cash equivalents. Cash equivalents are stated at cost, which approximates fair value. Cash and cash equivalents exclude restricted cash. Restricted cash may contain cash restricted for deposits, guarantees and certain acquisition related restrictions. |
Trade accounts receivable | Trade accounts receivable Trade accounts receivable are amounts due from customers for products and licenses sold in the ordinary course of business. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible trade receivables. Additions to the allowance for doubtful accounts are recorded as general and administrative expenses. The Company reviews its trade receivables to identify specific customers with known disputes or collectability issues. In addition, the Company maintains an allowance for all other receivables not included in the specific reserve by applying specific rates of projected uncollectible receivables to the various aging categories. The Company analyzes its historical collection experience, customer credit-worthiness, current economic trends and changes in customer payment terms in determining the amounts of these allowances. |
Derivative instruments and hedging activities | Derivative instruments and hedging activities The Company periodically enters into foreign currency option contracts to reduce the risks associated with changes in foreign currency exchange rates. The Company recognizes all derivatives on the balance sheet at fair value. The foreign currency contracts do not meet the requirements for hedge accounting. |
Inventories | Inventories Inventories primarily consist of finished goods and are stated at the lower of cost or market. Cost is determined using the first-in, first-out method. Adjustments to reduce the cost of inventory to its net realizable value are made, if required, for estimated excess, obsolescence or impairment. |
Property and equipment | Property and equipment Property, equipment and leasehold improvements are stated at cost, net of accumulated depreciation and amortization. Depreciation is computed on a straight-line basis over the estimated useful lives to the residual value of the related assets, generally as follows: • computer equipment – two to four years; • office furniture and equipment – two to five years; • vehicles – four to five years; and • leasehold improvements – the shorter of the lease term or the estimated useful life of the asset. Repairs and maintenance expenditures, which are not considered improvements and do not extend the useful life of property and equipment, are expensed as incurred. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount of the assets to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. |
Leased assets | Leases On February 25, 2016 the FASB issued ASU 2016 – 02 – Leases, Topic 842. The amendments in this Update are to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The Company has chosen not to early adopt this standard. The adoption of this standard, although it will increase reported assets and liabilities, is not expected to have a material impact on the Company’s financial statements. |
Dividends | Dividends Dividends are declared in accordance with the relevant laws and regulations applicable to the Company and are recognized when they become legally payable. |
Business combinations | Business combinations The Company uses the acquisition method of accounting under the authoritative guidance on business combinations. The acquired company’s operating results are included in the Company’s consolidated financial statements starting on the date of acquisition. The purchase price is equivalent to the fair value of the consideration transferred and liabilities incurred, including liabilities related to contingent consideration. Changes in fair value of contingent consideration, including changes in probability of achievement and changes due to the passage of time, subsequent to the acquisition date are recognized in operating income in the consolidated statements of comprehensive income in the period in which they occur. The Company may enter into agreements with the former owners of the acquiree to transfer additional payments or equity interests as part of the exchange for control of the acquiree if specified future events occur or conditions are met. For these arrangements for additional payments or equity interests to the former owners, the Company considers the indicators as described in the ASC 805, Business combinations Goodwill represents a residual value as of the acquisition date, which in most cases results in measuring goodwill as an excess of the purchase consideration transferred plus the fair value of any non-controlling interest in the acquired company over the fair value of net assets acquired, including contingent consideration. Amounts allocated to assets and liabilities are based on fair values. The determination of such fair values requires management to make significant estimates and assumptions, especially with respect to the identifiable intangible assets. Those estimates are based on assumptions believed to be reasonable for a market participant, are based on historical experience and information obtained from the management of the acquired companies. When pre-acquisition contingencies are identified, the Company estimates the fair value of such contingencies and includes them as part of the assets acquired or liabilities assumed, as appropriate, under the acquisition method. Changes in these estimates are recorded in the consolidated statements of comprehensive income in the period in which they are identified. |
Redeemable non-controlling interest | Redeemable non-controlling interest The non-controlling interest for which the redemption is outside of the Company’s control is presented under the caption “Redeemable non-controlling interest” outside of permanent equity. This interest is measured with an initial value based on fair value. Adjustments to the carrying amount which will impact retained earnings, are determined after the attribution of net income or loss of the subsidiary. The amount presented in redeemable non-controlling interest will be no less than the initial amount recognized. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price in a business combination over the fair value of tangible and identifiable intangible assets acquired less liabilities assumed. We perform an annual impairment test in the fourth quarter of each financial year or more frequently if impairment indicators are present. When impaired, the carrying value of goodwill is written down to fair value. The goodwill impairment test is performed at the reporting unit level. Our reporting units are either at the operating segment level or one level below operating segments. In performing the goodwill impairment tests, we assess relevant qualitative factors to determine whether it is more likely than not that the fair value of the reporting units is less than their carrying amount. The qualitative factors we consider include, but are not limited to, general economic conditions, outlook for the software industry, our recent and forecasted financial performance and the fair value of our shares. After considering such factors, we conclude whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If it is determined as a result of the qualitative assessment that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the provisions of the authoritative guidance require that we perform a two-step quantitative impairment test on goodwill. In the first step, we compare the fair value of each reporting unit to each carrying amount. The second step, if necessary, measures the amount of impairment by applying a fair-value based test to the individual assets and liabilities within each reporting unit. We conducted our annual goodwill impairment test in the fourth quarter of 2015 and determined that the fair values of our reporting units exceeded their carrying values and therefore goodwill in those reporting units was not impaired. |
Intangible assets | Intangible assets In connection with its acquisitions, the Company generally recognizes assets for customer relationships and developed technology, which consists of acquired product rights, technologies and databases. Finite-lived intangible assets are carried at cost less accumulated amortization. Such amortization is recognized on a straight-line basis over the estimated useful lives of the respective assets, generally between two and five years. Amortization for developed technology is recognized in cost of revenue. Amortization for customer relationships is recognized in sales and marketing. The Company recognizes assets for software programs developed, which are to be used solely to meet the Company’s internal needs. The recognized assets are comprised of the costs incurred during the application development stage for these software programs. Amortization is computed on a straight-line basis over the estimated useful lives generally between two and five years. The Company assesses the impairment of identifiable intangible assets whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. Recoverability of certain finite-lived intangible assets is determined by comparing the carrying amount of the asset group to which the assets are assigned with the sum of the undiscounted estimated future cash flows the asset group is expected to generate. If the asset is considered to be impaired, such amount is measured as the difference between the carrying amount of the asset and its fair value. Recoverability of developed technology is measured by comparing the carrying amount of the asset with the sum of undiscounted estimated future product revenues less estimated future costs to dispose of the product. If the asset is considered to be impaired, such amount is measured as the difference between the carrying amount of the asset and its fair value. |
Investments | Investments Non-marketable equity investments Non-marketable equity investments are measured in accordance with the cost method when the equity method does not apply. The Company records the realized gains or losses on the sale of non-marketable cost method investments in other income (expense), net. Non-marketable equity investments are subject to periodic impairment review. Whenever events or changes in the business circumstances indicate that the carrying value of the non-marketable investment may not be fully recoverable, these investments are subject to further analysis to determine if there is an impairment. Non-marketable equity investments are considered to be impaired when the fair value is below the cost basis. The impairment review is based on the Company’s assessment of the severity and duration of the impairment, and qualitative and quantitative analysis, i.e. the technological feasibility of the investee’s products and technologies. Debt securities Debt securities are classified as held-to-maturity and carried at amortized cost as management has the positive intent and ability to hold them until maturity. Dividend and interest income from these securities is included in earnings. Management evaluates debt securities for other-than-temporary impairment in each reporting period and more frequently when economic or market conditions warrant such an evaluation. For securities in an unrealized loss position, management considers the extent and duration of the unrealized loss and the financial condition and near-term prospects of the issuer. Management also assesses whether it intends to sell, or it is more likely than not that it will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. If the criteria regarding either the intent or requirement to sell is met, the entire difference between amortized cost and fair value is recognized as impairment through earnings. For debt securities that do not meet the aforementioned criteria, the amount of impairment is split into two components as follows: (i) other-than-temporary impairment related to credit loss, which is recognized in earnings and (ii) other-than-temporary impairment related to other factors, which is recognized in other comprehensive income (loss). |
Income taxes | Income taxes The income tax expense for the period comprises current and deferred tax. Income tax is recognized in the consolidated statements of comprehensive income, except to the extent it relates to items recognized in other comprehensive income or directly in equity. The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards in each jurisdiction in which the Company operates. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. Unless otherwise disclosed, goodwill is not deductible for tax purposes. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed, more likely than not, to be realized. Tax returns are subject to examination by various tax authorities. Although the Company believes that adequate accruals have been made in each period for unsettled issues, additional benefits or expenses could occur in future years from resolution of outstanding matters. The Company records additional expenses each period relating to the expected interest and penalties it would be required to pay a tax authority if the Company does not prevail. Management continues to assess the Company’s potential tax liability and revise its estimates. The Company applies the authoritative guidance on income taxes that prescribes a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. |
Share-based compensation | Share-based compensation Compensation costs related to employee share option grants are based on the fair value of the options on the date of grant, net of estimated forfeitures. Compensation costs on share based awards with graded vesting are recognized on an accelerated basis as though each separately vesting portion of the award was, in substance, a separate award. Cash-settled, share-based compensation awards are recognized as a liability and re-measured at each balance sheet date through the consolidated statement of comprehensive income. Compensation costs for restricted share units are measured based on the closing fair market value of the Company’s ordinary shares on the date of grant, net of estimated forfeitures. |
Advertising costs | Advertising costs Advertising costs are charged to operations as incurred, when service is received or goods are delivered, and include electronic and print advertising, trade shows, collateral production and all forms of direct marketing. |
Research and development | Research and development Research and development costs include salaries and benefits of researchers and engineers, supplies and other expenses incurred in research and development efforts. Costs incurred in the research phase of new software products for external use are expensed as incurred. The Company expenses software development costs, including costs to develop software products to be marketed to external users, before technological feasibility of such products is reached. The Company has determined that technological feasibility was reached shortly before the release of those products and as a result, the development costs incurred after the establishment of technological feasibility and before the release of those products were not material, and accordingly, were expensed as incurred. Costs related to the development of internal-use software are capitalized as incurred. The estimated useful life of costs capitalized is evaluated for each specific project and ranges from two to five years. Capitalized research and development costs are included in property and equipment, net. The Company capitalized $1,654 and $3,856 of research and development costs during 2014 and 2015, respectively. The amortization of capitalized costs totaled during 2013, 2014 and 2015 were nil, $239 and $1,216, respectively. |
Sales commissions | Sales commissions Sales commissions and other costs relating to a revenue-generating transactions but are not related to creating the product or providing the service being sold are presented under Sales and marketing expense. These costs are recognized in the period that the revenue-generating transaction occurred. |
Employee benefit plan - Defined contribution plan | Employee benefit plan – Defined contribution plan The Company maintains a defined contribution 401(k) retirement savings plan for its U.S. employees. Each participant in the 401(k) retirement savings plan may elect to contribute a percentage of his or her annual compensation up to a specified maximum amount allowed under U.S. Internal Revenue Service regulations. The Company matches employee contributions to a maximum of 4% of the participant annual compensation. The Company maintains a privately administered pension insurance plan in the United Kingdom on a voluntary basis. Contributions to the plan are recognized as employee benefit expense when due. |
Employee benefit plan - Defined benefit plan | Employee benefit plan – Defined benefit plan For the defined benefit plan, a Projected Benefit Obligation is calculated annually by independent actuaries using the projected unit credit method. Pension costs primarily represent the increase in the actuarial present value of the obligation for pension benefits based on employee service during the year and the interest on this obligation in respect of employee service in previous years, net of expected return on plan assets. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity and are reflected in Accumulated other comprehensive income in the period in which they arise. |
Termination benefits and other termination costs | Termination benefits and other termination costs Contractual termination benefits are payable when employment is terminated due to an event specified in the provisions of a social/labor plan or statutory law. A liability is recognized when it is probable that employees will be entitled to the benefits and the amount can be estimated. One-time termination benefits are payable when the Company offers, for a short period of time, additional benefits to employees electing voluntary termination, including early retirement. A liability is recognized when the Company is committed to make payments and the number of affected employees and the benefits received are known to both parties. Other involuntary termination benefits are payable when employment is terminated due to an event not specified in the provisions of a social/labor plan or statutory law. A liability is recognized when the Company is demonstrably committed to terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal and can reasonably estimate such amount. Benefits falling due more than 12 months after the balance sheet date are discounted to present value. Contract termination costs for a contract terminated before the end of its term are recognized when the Company terminates the contract in accordance with the contract terms. A liability for costs that will continue to be incurred under a contract for its remaining term without economic benefit to the entity is recognized at the cease-use date. Other costs associated with an exit or disposal activity are recognized when incurred, even if the costs are incremental to other operating costs. |
Loss contingencies | Loss contingencies The Company provides for contingent liabilities when (i) it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements and (ii) the amount of the loss can be reasonably estimated. Disclosure in the notes to the financial statements is provided for loss contingencies that do not meet both these conditions if there is a reasonable possibility that a loss may have been incurred. |
Debt issuance costs and debt discounts (or premiums) | Debt issuance costs and debt discounts (or premiums) Debt issuance costs include third party financing arrangement fees and legal fees associated with the Company’s long-term debt. These costs are reported in the balance sheet as deferred charges and are amortized over the life of the related debt using the effective interest method and are included in interest and finance costs. Debt discounts (or premium) are reported as a direct reduction of (or addition to) the face amount of the debt and are amortized over the life of the related debt using the effective interest method and are included in interest and finance costs. |
Segment reporting | Segment reporting Operating segments are defined as components of an enterprise for which separate financial information is available and is evaluated regularly by the chief operating decision maker (“CODM”), or decision making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the Management Board, which consists of the chief executive officer and chief financial officer. Any costs incurred that are directly applicable to the segments are allocated to the appropriate segment. In addition, certain costs incurred at a corporate level that are identifiable and that benefit our segments are allocated to them. These allocated costs include costs of shared research and development facilities, shared IT infrastructure, and shared central brand and public relations activities. Certain other corporate costs not directly applicable to the segments are identified as “unallocated” costs and represent general corporate costs that are applicable to the consolidated group, including but not limited to; legal, tax, and corporate reporting and are therefore not allocated to the two reportable segments. All “unallocated” costs reported are not included in the CODM’s evaluation of the segment operating income performance of the two reportable segments. The Company evaluates the performance of its segments based primarily on their revenue and operating income. In addition to the “unallocated” noted above, the Company excludes certain charges such as share-based compensation, acquisition amortization, and one time charges that affect comparability from operating income for segment purposes as these items are not reflective of normal continuing operations of the segments. The operating structure provides the Company with visibility over the operations of the two businesses, to more effectively capitalize on market conditions and maximize revenue and profitability. The principal products and services offered by each segment are summarized below: Consumer – The Company’s Consumer segment focuses on delivering simple privacy, protection and performance solutions for PCs, tablets and mobile devices for consumers. Consumer segment products include Anti-Virus and Internet Security, PC Optimization, and Family Safety and are available across multiple devices including PCs, Android and Mac. In addition, the Company has a growing portfolio of Mobile applications including those aimed at optimizing performance, memory and allowing easy control over privacy settings. SMB – The Company’s SMB segment focuses on delivering simple privacy, protection and performance solutions across multiple devices for SMB customers. Products include AVG CloudCare (a cloud-services remote management platform incorporating services such as Anti-Virus, Content Filtering and Online Backup) and AVG Managed Workplace (a remote monitoring and IT management platform), allowing the Company’s partners to view and access their customers’ entire network environment. |
Earnings per share | Earnings per share In accordance with ASC 260, Earnings per Share |
Share issuance costs | Share issuance costs Direct costs incurred in obtaining capital by issuing shares, as well as costs incurred through contractual obligations for other offerings are deducted from the related proceeds and the net amount recorded as additional paid-in capital in the period when such shares are issued. |
Treasury shares | Treasury shares Treasury shares refer to the Company’s own outstanding shares that were reacquired by the Company. Treasury shares that were repurchased for purposes other than retirement, or whose ultimate disposition has not yet been decided, are recognized at cost and deducted from Shareholders’ (deficit) equity. When the treasury shares are reissued, gains are credited to additional paid-in capital. Losses are charged to additional paid-in capital to the extent of previous gains recognized, and are otherwise charged to retained earnings. Any ordinary shares that the Company holds in its own capital may not be voted and no dividends are allocated to the treasury shares. |
Adopted accounting pronouncements | Adopted accounting pronouncements There were no additional accounting pronouncements effective in 2015 that were applicable to the Company. |
Accounting guidance issued but not adopted | Accounting guidance issued but not adopted as of December 31, 2015 Stock compensation In June 2014, the FASB issued ASU No. 2014-12, Compensation – stock compensation. The main objective in developing this update is to provide guidance and conformity with respect to accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The new guidance is effective for fiscal years beginning after December 15, 2015. The adoption of this standard is not expected to have a material impact on the Company’s financial statements. Going concern In August 2014, the FASB issued ASU No. 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 new standard provides guidance around 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. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s financial statements. Presentation of Debt Issuance Costs On April 7, 2015, the FASB issued Accounting Standard Update 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. Prior to the issuance of the standard, debt issuance costs were required to be presented in the balance sheet as a deferred charge (i.e., an asset). This presentation differed from the presentation for a debt discount, which is a direct adjustment to the carrying value of the debt (i.e., a contra liability). Having different balance sheet presentation requirements created unnecessary complexity. The new standard requires that all costs incurred to issue debt be presented in the balance sheet as a direct deduction from the carrying value of the debt. The standard also aligns the U.S. GAAP presentation with IFRS and will remedy the long-standing conflict with the guidance in FASB Concepts Statement No. 6, Elements of Financial Statements, which indicates that debt issuance costs do not meet the definition of an asset, because they provide no future economic benefit. The guidance in the new standard is limited to the presentation of debt issuance costs. The standard does not affect the recognition and measurement of debt issuance costs. Therefore, the amortization of such costs should continue to be calculated using the interest method and be reported as interest expense. Additionally, the other areas of U.S. GAAP that prescribe the accounting treatment for third-party debt issuance costs will not be affected. For example, the new standard will not change the accounting for third-party costs related to a debt restructuring accounted for under ASC 470-50, Debt, Modifications and Extinguishments Debt with conversion and other options The Company has debt issuance costs (approximately $5.7 million as of Dec 31, 2015) which it currently presents as deferred charges (non-current assets) in accordance with ASC 835, Interest The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The Company does not anticipate that this adoption will have a significant impact on its financial position, results of operations, or cash flows. Intangibles assets: Customer’s accounting for Fees Paid in a Cloud Computing Arrangement On April 30, 2015, the FASB issued Accounting Standards Update 2015-05 – Intangibles- goodwill and other – internal-use software: Customer’s accounting for fees paid in a cloud computing arrangement. The amendments in this Update provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance will not change GAAP for a customer’s accounting for service contracts. In addition, the guidance in this Update supersedes paragraph 350-40-25-16. Consequently, all software licenses within the scope of Subtopic 350-40 will be accounted for consistent with other licenses of intangible assets. The Company has several cloud computing arrangements however the software licenses are not significant in proportion to the agreements. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The Company will adopt this standard in fiscal year 2016 and does not expect a material impact to its financial statements. Revenue recognition On March 17, 2016, the FASB issued ASU 2016-08 – On August 12, 2015, the FASB issued ASU 2015-14 – In May 2014, the FASB issued ASU No. 2014-09, Revenue from contract with customers. The main objective in developing this update is to provide guidance and conformity with respect to the fact that previous revenue recognition requirements in U.S. generally accepted accounting principles (GAAP) differ from those in International Financial Reporting Standards (IFRS), and both sets of requirements were in need of improvement. Previous revenue recognition guidance in U.S. GAAP comprised broad revenue recognition concepts together with numerous revenue requirements for particular industries or transactions, which sometimes resulted in different accounting for economically similar transactions. Accordingly, the FASB and the International Accounting Standards Board (IASB) initiated a joint project to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and IFRS. The core principle of the new standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued Accounting Standards Update 2015-14 Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date established in ASU 2014-09. The amendments in ASU 2014-09 are now effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The two permitted transition methods under the new standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. The Company has not yet selected a transition method. The Company is currently evaluating the appropriate transition method and the impact of adoption on the consolidated financial statements and related disclosures. Interest On Aug 18, 2015, the FASB issued ASU 2015-15 – Interest – Imputation of interest (Subtopic 835-30). This Accounting Standards Update adds SEC paragraphs pursuant to the SEC Staff Announcement at the June 18, 2015 Emerging Issues Task Force (EITF) meeting about the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements which were announced at ASU 2015-03. The company has chosen not to early adopt this ASU 2015-03 and will disclose that we do not anticipate that this adoption will have a significant impact on its financial position, results of operations, or cash flows. Business combinations On Sept 25, 2015, the FASB issued ASU 2015-16, simplifying the Accounting for Measurement-Period Adjustments, which eliminates the requirement to restate prior period financial statements for measurement period adjustments in a business combination. The cumulative effect of a measurement period adjustment as a result of a change in the provisional amounts, calculated as of the accounting had been completed as of the acquisition date, is required to be recorded in the reporting period in which the adjustment amount is determined, rather than retrospectively. Further, ASU 2015-16 requires that the acquirer present separately on the face of the income statement, or disclose in the notes, the portion of the amount recorded in the current-period earning by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for interim and annual reporting periods beginning after December 15, 2015 and should be applied prospective to adjustments to provisional amounts that occur after the effective date. Early adoption is permitted for financial statements that have not yet been made available for issuance. The Company has chosen not to early adopt this standard in fiscal year 2015. The adoption of this standard is not expected to have a material impact on the Company’s financial statements. Income taxes On November 20, 2015, the FASB issued ASU 2015-17 – Simplify Balance Sheet Classification of Deferred Taxes. Topic 740, Income Taxes, requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. Deferred tax liabilities and assets are classified as current or noncurrent based on the classification of the related asset or liability for financial reporting. Deferred tax liabilities and assets that are not related to an asset or liability for financial reporting are classified according to the expected reversal date of the temporary difference. To simplify the presentation of deferred income taxes, the amendments in this Update require that deferred income tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The Company will adopt this standard in fiscal year 2016 and does not expect it to have a material impact on the Company’s financial statements. Financial Instruments On January 5, 2016 the FASB issued ASU 2016 – 01 – Financial Instruments – Overall – Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in this Update require all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee). The amendments in this Update also require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in this Update eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities and the requirement for to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public business entities. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s financial statements. Leases On February 25, 2016 the FASB issued ASU 2016 – 02 – Leases, Topic 842. The amendments in this Update are to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The Company has chosen not to early adopt this standard. The adoption of this standard, although it will increase reported assets and liabilities, is not expected to have a material impact on the Company’s financial statements. Share-based compensation On March 30, 2016 the FASB issued ASU 2016 – 09 – Compensation – Stock Compensation, Topic 718. The amendments in this update are to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The Company has chosen not to early adopt this standard. The adoption of this standard, although it will increase reported assets and liabilities, is not expected to have a material impact on the Company’s financial statements. |
Leased assets | |
Leased assets | Leased assets The Company has various operating leases for its buildings and equipment. Leases that do not transfer substantially all of the benefits and risks of ownership to the lessee or meet any of the other criteria for capitalization are classified as operating leases. For these leases, lease payments are recognized as expense on a straight-line basis over the lease term. Finance leases, which transfer to the group substantially all the risks and benefits incidental to ownership of the leased item, are capitalized at the commencement of the lease term at the fair value of the leased item or, if lower, at the present value of the minimum lease payments. Finance charges are allocated to each period so as to achieve a constant rate of interest on the remaining balance of the liability and are charged directly against income. Capitalized leased assets are depreciated over the shorter of the estimated useful life of the asset or the lease term. Operating lease payments are recognized as an expense in the income statement on a straight-line basis over the lease term. For both finance and operating leases, contingent rents are recognized in the income statement in the period in which they are incurred. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Privax Ltd | |
Net Asset Acquired and Liabilities Assumed and Goodwill Arising | The following table summarizes the fair values of the net assets acquired as of the acquisition date. The purchase price allocations for these net assets are based on preliminary valuations and are subject to change as the Company obtains additional information during the acquisition measurement period: Cash and cash equivalents $ 4,983 Trade accounts receivable, net 1,108 Property and equipment 341 Intangible assets 18,415 Other assets acquired 1,354 Deferred taxes (5,503 ) Other liabilities assumed (6,210 ) Goodwill (1) 47,138 Total purchase consideration $ 61,626 (1) The goodwill primarily represents the Company’s expectation of synergies from the integration of Privax products with the Company’s existing solutions and is allocated to the Company’s Consumer segment. The balance of goodwill is not expected to be deductible for tax purposes. The following table reflects the estimated fair values and useful lives of the acquired intangible assets identified during our purchase accounting assessments: Estimated fair values Useful lives Trademarks $ 3,751 8 Developed technology 6,224 3 Customer relationships 8,440 2 Total intangible assets (2) $ 18,415 The acquisition date fair value of the consideration transferred consisted of the following: Components of consideration: Cash consideration $ 35,874 Deferred consideration (3) 8,454 Contingent consideration (4) 17,298 Total purchase consideration $ 61,626 (2) Amortization for developed technology is recognized in cost of revenue. Amortization for trademarks and customer relationships is recognized in sales and marketing. (3) Consists of $9 million cash held in escrow, reported on the face of the consolidated balance sheets in short-term restricted cash, and other adjustments, including final working capital true-up. (4) Reflects the acquisition date fair value of the following additional cash consideration to be measured and expected to be paid in the third quarter of 2016 upon the achievement of the following: a. Payout of $10 million upon achievement of certain product and integration milestones; and b. Payout of $10 million upon achievement of certain performance-based targets relating to future product sales. Payouts for a. and b. respectively, are exclusive of one another and, as of acquisition date, were expected to be fully achieved. The contingent consideration was remeasured at December 31, 2015, including the updated expectation based on events after the acquisition. The change in fair value is recognized in the income statement and resulted in a $9.4 million gain. |
Flayvr Media Ltd | |
Net Asset Acquired and Liabilities Assumed and Goodwill Arising | The net assets acquired in the transaction were determined as follows: Other liabilities assumed $ (28 ) Intangible assets (1) 1,461 Goodwill (2) 2,443 Deferred taxes 185 Total purchase consideration $ 4,061 (1) Intangible assets consist of developed technology, which is amortized over the estimated useful life of 3 years. (2) The goodwill resulted primarily from the Company’s expectation of synergies from the integration of Flayvr technology with the Company’s existing solutions and is allocated to the Company’s Consumer segment. Goodwill is not amortized and is not deductible for tax purposes. Components of consideration: Cash consideration paid $ 2,500 Deferred purchase consideration (3) 490 Contingent consideration (4) 1,071 $ 4,061 (3) The purchase consideration was deferred for a period of 24 months after the acquisition date and serves as a security for the indemnification obligations of the selling shareholders. (4) Reflects the acquisition date fair value of the following additional cash consideration to be remeasured at each reporting period and expected to be paid in the last quarter of 2016, upon the achievement of the following: a. Pay out of $400 upon achievement of certain integration milestones; and b. Pay out of $800 upon achievement of certain performance-based targets relating to future product sales. Pay outs for a. and b. respectively, are exclusive of one another and are currently expected to be fully achieved. |
Location Labs | |
Net Asset Acquired and Liabilities Assumed and Goodwill Arising | Subsequent to the filing of our Annual Report on Form 20-F for the year ended December 31, 2014 filed with the Securities and Exchange Commission (the “SEC”) on April 10, 2015, it was determined that the total purchase price for the purchase of the business of Location Labs should have been $181,924, or $4,209 higher than initially concluded. While preparing the first installment payment of the contingent consideration for the acquisition, the Company noted that the cash settlement of the awards cancelled in connection with the acquisition was to be settled by an additional payment. This resulted in an increase in the total purchase price, deferred purchase consideration and, consequently, goodwill. The revised total purchase consideration comprised: Amount recorded Adjustments Revised amount Cash consideration paid at closing of the merger $ 116,221 $ — $ 116,221 Deferred purchase consideration (1) 14,650 4,209 18,859 Repayment of Location Labs external borrowings (current and non-current) 8,120 — 8,120 Location Labs transaction costs paid by AVG (2) 4,868 — 4,868 Contingent purchase consideration (3) 33,856 — 33,856 Total purchase consideration $ 177,715 $ 4,209 $ 181,924 (1) Per the terms of the agreement, $17,500 was transferred into an escrow account to be disbursed over 15 months subsequent to the closing date and serves as security for the indemnification obligations of the selling shareholders and cash settlement of awards cancelled in connection with the merger. At acquisition, the amount in escrow included $2,850 of unrecognized compensation expense for future services. Accordingly, the revised consideration of $18,859 was recorded as deferred purchase consideration. As of December 31, 2014, $268 was recorded as accrued compensation expense and $2,582 remained unrecognized. (2) Per the terms of the merger agreement, the acquisition-related expenses incurred by Location Labs were paid by the Company. (3) Contingent consideration of up to $36,000 is expected to be paid to the selling shareholders in two installments within 24 months subsequent to the closing date, subject to Location Labs achieving certain financial metrics. As of December 31, 2015, $21,352 has been paid. The fair value is based on the interest rate in effect upon closing of the merger, or 5.75%. In conjunction with the acquisition agreements, certain employees of Location Labs would receive payments of $2,850 in exchange for their cancelled awards, contingent upon these employees providing continued services to the Company. In the years ended December 31, 2014 and 2015, $268 and $1,424 were recognized as compensation expense. As of December 31, 2015, $1,158 remained unrecognized. The fair value of acquired intangibles was determined at the acquisition date primarily using the income approach, which discounts expected future cash flows to present values. The discount rates used in the present value calculations are typically derived from a weighted-average cost of capital analysis and then adjusted to reflect the overall level of inherent risk. Upon adjustment of the total purchase consideration, the revised purchase price allocation is as follows: Amount recorded Adjustments Revised amount Cash and cash equivalents $ 10,384 $ — $ 10,384 Property and equipment 3,070 — 3,070 Identifiable intangible assets (4) 74,718 — 74,718 Other tangible assets acquired 8,425 — 8,425 Long-term liabilities, excluding Class B share redemption (950 ) — (950 ) Deferred taxes (net) (22,894 ) 494 (22,400 ) Other liabilities assumed (3,181 ) (513 ) (3,694 ) Total assets acquired and liabilities assumed 69,572 (19 ) 69,553 Class B share redemption (5) (39,498 ) — (39,498 ) Goodwill (6) 147,641 4,228 151,869 Total purchase consideration $ 177,715 $ 4,209 $ 181,924 (4) The estimated useful lives of the identifiable assets and estimated fair values are follows: Estimated Preliminary (in years) Patents 14 $ 268 Trademarks 10 1,666 Customer relationships 7 64,629 Technology 3 7,256 Non-compete agreement 2 899 $ 74,718 (5) In July 2014, Location Labs authorized and issued 10,000 shares of Class B common stock to certain employees of Location Labs, of which 6,000 shares were designated as Class B-1 and 4,000 shares were designated as Class B-2. Class B-1 and B-2 shares have certain put and call redemption rights upon a change of control event, including the Company’s acquisition of Location Labs in October 2014. Class B-1 shares are puttable to the Company by the shareholders for a three month period commencing on the first anniversary of the change in control for a maximum nominal value of $25,200. If the put option remains unexercised, three months after the put right expires the B-1 shares can be called by the Company for a three month period at the same redemption value as the put right. In October 2015, the Company redeemed the Class B-1 shares for $25,200. Class B-2 shares are puttable to the Company by the shareholders for a six month period commencing on January 1, 2016 for a maximum nominal value of $16,800. If the put option remains unexercised, three months after the put right expires the B-2 shares can be called by the Company for a three month period at the same redemption value as the put right. The redemption value is based upon the assumed achievement of certain financial metrics of Location Labs in 2014 and 2015. All other rights between the Class B-1 and B-2 shares were consistent. As described in Note 20, this redeemable non-controlling interest is classified outside of permanent equity. (6) Goodwill is calculated as the difference between the estimated fair value of the consideration transferred and the estimated fair values of the assets acquired, liabilities assumed and non-controlling interest in the acquiree. The goodwill resulted primarily from the Company’s expectation of synergies from the integration of Location Labs software with the Company’s existing solutions and is allocated to the Company’s Consumer segment. Goodwill is not amortized and is not deductible for tax purposes. |
Unaudited Proforma Financial Information | The following unaudited pro forma financial information presents the Company’s combined results with Location Labs as if the acquisition had occurred at the beginning of 2013. No effect has been given to cost reductions or synergies in this presentation. In management’s opinion, the unaudited pro forma combined net revenue and net income are not necessarily indicative of the actual results that would have occurred had the acquisition been consummated at the beginning of 2013, nor are they necessarily indicative of the future results of the combined companies. Year ended December 31, 2013 2014 Pro forma net revenue $ 434,470 $ 401,376 Pro forma net income $ 50,935 $ 6,347 |
Adjustments Included in Preparation of Unaudited Pro Forma Net Income | Year ended 2013 2014 Historical net income of Location Labs prior to merger $ 3,610 $ (46,019 ) Eliminate historical amortization of capitalized software 2,712 3,614 Amortization on intangible assets acquired (1) (12,287 ) (9,727 ) Acquisition related costs (2) (9,026 ) 9,026 Net adjustment to operating income (18,601 ) 2,913 Eliminate historical Location Labs interest expense (3) 1,010 752 Interest expense on the new credit facility (4) (8,253 ) (6,534 ) Amortization of deferred debt issuance costs related to the new credit facility (5) (589 ) (466 ) Net adjustment to Other income and expense, net (7,832 ) (6,248 ) Net adjustment to income tax (provision) benefit 10,044 1,267 Net adjustment to Net income $ (12,779 ) $ (48,087 ) (1) For the purpose of the pro forma income statements, amortization has been calculated straight-line over the estimated useful lives of the intangible assets recognized on acquisition. (2) The supplemental pro forma net income for the year ended December 31, 2014 was adjusted to exclude costs of the merger incurred by the acquirer and acquiree of $9,026 and included in the supplemental pro forma net income for the year ended December 31, 2013. (3) In accordance with the acquisition agreement, the Company fully repaid the external borrowings of Location Labs. Had the acquisition been consummated at the beginning of 2013, the external borrowings would have been repaid at the beginning of the year and there would have been no interest expense. (4) The interest rates used for pro forma purposes are based on the rates to be in effect upon the closing of the merger. The interest rate on the terms loans under the new credit facility is 5.75% (based on an adjusted LIBOR rate plus a margin of 4.75% with a LIBOR floor of 1.00%). (5) Reflects amortization expense with respect to an assumed aggregate debt issuance costs of $3,528 under the new credit facility. This expense has been calculated using the effective interest rate method. |
Norman Safeground AS | |
Net Asset Acquired and Liabilities Assumed and Goodwill Arising | The total purchase price of $16,909 consisted of cash consideration. In 2015, the Company adjusted the opening balances for deferred taxes related to the deferred revenues acquired and recorded reporting period adjustments. The allocation of purchase price of the assets acquired and liabilities assumed based on their revised fair values is as follows: Provisional Adjustments Revised amount Net assets, excluding intangible assets (1) $ (2,553 ) $ — $ (2,553 ) Intangible assets (2) 7,262 — 7,262 Deferred tax liabilities, net (1,025 ) (570 ) (1,595 ) Goodwill (3) 12,925 570 13,495 Total purchase consideration $ 16,609 $ — $ 16,609 (1) Net assets included property and equipment of $142, and net deficit of $6,104. The cash acquired in the transaction totaled $3,709. (2) Intangible assets included software of $25, trademarks of $572, customer relationships $5,802, and technology $863, which are amortized over their estimated useful lives of 3 to 7 years. (3) The goodwill resulted primarily from the Company’s expectation of synergies from the integration of Norman technology with the Company’s existing solutions and is allocated to the Company’s SMB segment. Goodwill is not amortized and is not deductible for tax purposes. |
Winco Capital Participacoes LTDA | |
Net Asset Acquired and Liabilities Assumed and Goodwill Arising | The net assets acquired in the transaction were determined as follows: Net assets, excluding intangible assets (1) $ (47 ) Intangible assets (2) 1,041 Goodwill (3) 2,211 Total purchase consideration $ 3,205 (1) Net assets included property and equipment of $33, and net deficit of $84. The cash acquired in the transaction totaled $4. (2) Intangible assets included a customer database of $70, a non-compete agreement of $524, and customer relationships of $447 which are being amortized over their estimated useful lives of 2 years respectively. (3) The goodwill resulted primarily from the Company’s expectation of synergies from the integration of Winco technology with the Company’s existing solutions and is allocated to the Company’s Consumer segment. Goodwill is not amortized and is not deductible for tax purposes. Components of consideration: Cash consideration paid $ 1,332 Deferred purchase consideration (4) 1,873 $ 3,205 (4) The purchase consideration was deferred for a period of 24 months after the acquisition date and serves as a security for the indemnification obligations of the selling shareholders. |
Angle Labs | |
Net Asset Acquired and Liabilities Assumed and Goodwill Arising | The net assets acquired in the transaction were determined as follows: Net assets, excluding intangible assets $ 50 Intangible assets (1) 3,170 Goodwill — Total purchase consideration $ 3,220 (1) Intangible assets included developed technology of $3,170, which is amortized over its estimated useful life of three years. Components of consideration: Cash consideration paid $ 2,865 Deferred purchase consideration (2) 355 $ 3,220 (2) The purchase consideration was deferred for a period of 24 months after the acquisition date and serves as a security for the indemnification obligations of the selling shareholders. |
Privacy Choice LLC | |
Net Asset Acquired and Liabilities Assumed and Goodwill Arising | The net assets acquired in the transaction were determined as follows: Intangible assets (1) $ 3,480 Goodwill (2) 360 Total purchase consideration $ 3,840 (1) Intangible assets included developed technology of $1,380 and a non-compete agreement of $2,100, which are amortized over their estimated useful lives of five and three years respectively. (2) The goodwill resulted primarily from the Company’s expectation of synergies from the integration of PrivacyChoice technology with the Company’s existing solutions. Goodwill is not amortized and is not deductible for tax purposes. Components of consideration: Cash consideration paid $ 3,200 Deferred purchase consideration (3) 640 $ 3,840 (3) The purchase consideration was deferred for the period of 18 months after the acquisition date and serves as a security for the indemnification obligations of the selling shareholders. |
LPI Level Platforms Inc | |
Net Asset Acquired and Liabilities Assumed and Goodwill Arising | The net assets acquired in the transaction were determined as follows: Net assets, excluding intangible assets (1) $ 1,001 Intangible assets (2) 19,310 Goodwill (3) 3,513 Deferred tax liability (406 ) Total purchase consideration $ 23,418 (1) Net assets included property and equipment of $210, and net deficit of $134. The cash acquired in the transaction totaled $925. (2) Intangible assets included developed technology of $8,560 and customer relationships of $10,750, which are amortized over their estimated useful lives of five years. (3) The goodwill resulted primarily from the Company’s expectation of synergies from the integration of LPI’s technology with the Company’s existing solutions and LPI’s workforce. Goodwill is not amortized and is not deductible for tax purposes. Components of consideration: Cash consideration paid $ 20,130 Deferred purchase consideration (3) 3,288 $ 23,418 (3) The purchase consideration was deferred for the period of 18 months after the acquisition date and serves as a security for the indemnification obligations of the selling shareholders. |
ASR Technologies Ab | |
Net Asset Acquired and Liabilities Assumed and Goodwill Arising | The net assets acquired in the transaction were provisionally determined as follows: Intangible assets (1) $ 2,341 Goodwill — Total purchase consideration $ 2,341 (1) Intangible assets included developed technology of $2,341 amortized over its estimated useful life of three years. Components of consideration: Cash consideration paid $ 1,491 Deferred purchase consideration (2) 850 $ 2,341 (2) The purchase consideration was deferred for the period of 24 months after the acquisition date and serves as a partial remedy for the indemnification obligations. |
Cash and cash equivalents and36
Cash and cash equivalents and restricted cash (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Restricted Cash Balances | Restricted cash balances for the years ended December 31, 2014 and 2015 comprised the following: December 31, 2014 2015 Restricted cash related to Acquisition agreements $ 17,850 $ 26,250 Office lease agreements 287 226 Other 18 608 Total restricted cash $ 18,155 $ 27,084 Current restricted cash $ 1,995 $ 26,858 Non-current restricted cash 16,160 226 |
Trade accounts receivable, net
Trade accounts receivable, net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Trade Accounts Receivable | Trade accounts receivable comprised the following: December 31, 2014 2015 Trade accounts receivable, gross $ 37,730 $ 37,565 Allowance for doubtful receivables (1,092 ) (878 ) Reserve for license cancellations and refunds (1,231 ) (970 ) Trade accounts receivable, net $ 35,408 $ 35,717 |
Allowance for Doubtful Accounts | The allowance for doubtful accounts comprised the following activity: Year Ended December 31, 2013 2014 2015 Balance at beginning of period $ 1,812 $ 1,692 $ 1,092 Charged to operating expenses 356 (72 ) 89 Amount written-off or used (476 ) (528 ) (303 ) Balance at end of period $ 1,692 $ 1,092 $ 878 |
Reserve for License Cancellations or Refunds | Year Ended December 31, 2013 2014 2015 Balance at beginning of period $ 1,812 $ 1,692 $ 1,092 Charged to operating expenses 356 (72 ) 89 Amount written-off or used (476 ) (528 ) (303 ) Balance at end of period $ 1,692 $ 1,092 $ 878 The reserve for license cancellations or refunds comprised the following activity: Year Ended December 31, 2013 2014 2015 Balance at beginning of period $ 2,067 $ 1,182 $ 1,231 Charged against revenue (1) 9,074 10,943 11,574 Amount written-off or used (1) (9,959 ) (10,894 ) (11,835 ) Balance at end of period $ 1,182 $ 1,231 $ 970 (1) Changes in the reserve for license cancellations and refunds are presented as gross amounts. |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property and Equipment | The following table summarizes property and equipment by categories as of: Year Ended 2014 2015 Computer equipment $ 34,935 $ 44,850 Office furniture and equipment 3,947 4,466 Vehicles 1,534 987 Leasehold improvements 5,244 7,562 Total property and equipment 45,660 57,865 Less: accumulated depreciation (27,660 ) (34,357 ) Total property and equipment, net $ 18,000 $ 23,508 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Intangible Assets | The following tables summarize intangible assets by categories as of: December 31, 2014 Gross Accumulated Net Customer relationships $ 95,771 $ (16,660 ) $ 79,111 Developed technology 52,275 (29,536 ) 22,739 Software 25,832 (15,648 ) 10,184 Brand and domain names and other intangibles 14,752 (5,254 ) 9,498 Indefinite-lived trade names and other intangibles 303 — 303 Total intangible assets $ 188,933 $ (67,098 ) $ 121,835 December 31, 2015 Gross Accumulated Net Customer relationships $ 101,568 $ (33,359 ) $ 68,209 Developed technology 63,720 (41,595 ) 22,125 Software 26,558 (21,683 ) 4,875 Brand and domain names and other intangibles 18,486 (8,279 ) 10,207 Indefinite-lived trade names and other intangibles 303 — 303 Total intangible assets $ 210,635 $ (104,916 ) $ 105,719 |
Future Amortization Expense for Intangible Assets | Total future amortization expense for intangible assets that have definite lives, based upon the Company’s existing intangible assets and their current estimated useful lives as of December 31, 2015, is estimated as follows: 2016 $ 34,832 2017 24,626 2018 13,824 2019 10,741 2020 10,030 Thereafter 9,466 Total $ 103,519 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill were as follows: Consumer SMB Total Net balance as of January 1, 2014 $ 67,874 $ 16,969 $ 84,843 Acquired through business combinations (1) 149,852 12,925 162,777 Effects of foreign currency exchange rate changes (822 ) (1,429 ) (2,251 ) Net balance as of December 31, 2014 $ 216,904 $ 28,465 $ 245,369 Acquired through business combinations (1) 53,809 570 54,378 Effects of foreign currency exchange rate changes (366 ) (1,947 ) (2,313 ) Other — Net balance as of December 31, 2015 $ 270,347 $ 27,088 $ 297,434 (1) Includes measurement period adjustment of $4,798. See Note 3 for acquisitions completed in financial years ended December 31, 2014 and 2015. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Covenant Calculation | The covenant calculation as of December 31, 2014 and 2015 on a trailing 12-month basis is as follows: At December 31, 2014 At December 31, 2015 Covenant Description Net Debt to Consolidated EBITDA Net Debt to Consolidated EBITDA Covenant Requirement Not greater than 3.50 : 1.00 Not greater than 3.50 : 1.00 Ratio 1.18 1.19 Favorable / (unfavorable) 2.32 2.31 |
Long-Term Debt Under Credit Facility | The amount of long-term debt under the Credit Facility shown in the accompanying consolidated balance sheet is analyzed as follows: December 31, December 31, Principal outstanding $ 230,000 $ 227,700 Unamortized original issue discount (5,075 ) (4,308 ) Total Debt $ 224,925 $ 223,392 Current portion 2,300 2,300 Non-current portion 222,625 221,092 Total original issue discount to be amortized $ 5,200 $ 5,200 Unamortized deferred financing costs $ 4,825 $ 5,692 |
Mandatory Principal Payments Under Credit Facility | As of December 31, 2015, the mandatory principal payments under the credit facility are as follows: 2016 $ 2,300 2017 2,300 2018 2,300 2019 2,300 2020 218,500 Total $ 227,700 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Liabilities-Fair Value of Foreign Currency Contracts Outstanding | The fair value of foreign currency contracts (Note 13) outstanding, as shown on the face of the balance sheets included in other current assets and Accrued expenses and other current liabilities, respectively, is presented below: December 31, 2014 December 31, 2015 Notional Fair Notional Fair Assets – Foreign currency contracts $ 27,778 $ 697 $ 75,815 $ 405 Liabilities – Foreign currency contracts $ 4,287 $ 42 $ 1,767 $ 39 |
Assets-Fair Value of Foreign Currency Contracts Outstanding | The fair value of foreign currency contracts (Note 13) outstanding, as shown on the face of the balance sheets included in other current assets and Accrued expenses and other current liabilities, respectively, is presented below: December 31, 2014 December 31, 2015 Notional Fair Notional Fair Assets – Foreign currency contracts $ 27,778 $ 697 $ 75,815 $ 405 Liabilities – Foreign currency contracts $ 4,287 $ 42 $ 1,767 $ 39 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis, by level, within the fair value hierarchy: December 31, 2014 Level 1 Level 2 Level 3 Total Assets Foreign currency contracts (1) $ — $ 697 $ — $ 697 Total assets measured at fair value $ — $ 697 $ — $ 697 Liabilities: Foreign currency contracts (1) $ — $ 42 $ — $ 42 Contingent purchase consideration liabilities (2) $ — $ — $ 34,320 $ 34,320 Total liabilities measured at fair value $ — $ 42 $ 34,320 $ 34,362 December 31, 2015 Level 1 Level 2 Level 3 Total Assets Time deposits (3) $ — $ 5 $ — $ 5 Foreign currency contracts (1) — 405 — 405 Total assets measured at fair value $ — $ 410 $ — $ 410 Liabilities: Foreign currency contracts (1) $ — $ 39 $ — $ 39 Contingent purchase consideration liabilities (2) $ — $ — $ 25,358 $ 25,358 Total liabilities measured at fair value $ — $ 39 $ 25,358 $ 25,397 (1) Contract fair values are determined based on quoted prices for similar assets in active markets using inputs such as currency rates and forward points. (2) The fair values of the contingent purchase consideration liabilities are determined for each arrangement individually. The fair value is determined using the income approach with significant inputs that are not observable in the market. Key assumptions include discount rates consistent with the level of risk of achievement and probability adjusted financial projections. The expected outcomes are recorded at net present value, which requires adjustment over the life of the instruments for changes in risks and probabilities. (3) Time deposits are classified as part of cash and cash equivalents on the consolidated balance sheets. |
Summary of Changes in Fair Value of Level 3 Financial Liabilities | The following table sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities: Year Ended December 31, 2013 2014 2015 Fair value at beginning of period $ 3,395 $ 1,984 $ 34,320 Additions due to acquisitions — 33,856 19,466 Change in fair value of Level 3 liabilities (4) 1,237 730 (6,623 ) Effects of foreign currency exchange — — 300 Payments/release of contingent consideration (2,648 ) (2,250 ) (22,105 ) Fair value at end of period $ 1,984 $ 34,320 $ 25,358 (4) The changes in fair value of the contingent purchase consideration liabilities were due to the passage of time and changes in the probability of achievement used to develop the estimate. |
Consolidated Balance Sheet De44
Consolidated Balance Sheet Detail (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Other current assets | Other current assets Other current assets consist of the following: December 31, 2014 2015 Income tax receivable $ 2,110 $ 6,527 VAT receivable 1,666 1,785 Withholding tax receivable 137 345 Foreign currency contracts 697 405 Receivable related to legal claims — 657 Advances for share repurchases — 1,949 Other receivables 1,173 2,734 Government grants 143 — Lease allowance — 486 Total other current assets $ 5,926 $ 14,888 |
Other Non-Current Assets | Other non-current assets Other non-current assets consist of the following: December 31, 2014 2015 Prepayments 555 356 Unamortized deferred financing costs 6,222 5,692 Other non-current assets 707 77 Total other non-current assets $ 7,484 $ 6,125 |
Accrued Compensation and Benefits | Accrued compensation and benefits Accrued compensation and benefits consist of the following: December 31, 2014 2015 Salary and related benefits $ 5,146 $ 6,037 Accrued vacation 3,908 3,175 Accrued incentive payments 7,280 8,293 Severance accrual 210 523 Total accrued compensation and benefits $ 16,544 $ 18,028 |
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities Accrued expenses and other current liabilities consist of the following: December 31, 2014 2015 Accrued legal and professional fees $ 8,939 $ 7,226 Accrued marketing 3,673 3,589 Accrued rent and service costs 575 1,067 Accrued sale commissions, rebates and discounts 2,252 2,762 Other accrued expenses 14,011 13,156 Deferred purchase consideration 2,559 28,263 Contingent purchase consideration 20,690 25,358 Other financial liabilities 42 39 Capital lease obligation 357 1,427 Total accrued expenses and other current liabilities $ 53,098 $ 82,887 |
Other Non-Current Liabilities | Other non-current liabilities Other non-current liabilities consist of the following: December 31, 2014 2015 Deferred rent $ 1,891 $ 2,649 Deferred purchase consideration 15,187 490 Contingent purchase consideration 13,630 — Retirement benefit plan 932 854 Non-current capital lease obligation 136 2,747 Other 198 562 Total other non-current liabilities $ 31,974 $ 7,302 |
Other Income and Expense, net (
Other Income and Expense, net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Other Income and Expense, net | Year Ended December 31, 2013 2014 2015 Interest income $ 90 $ 103 $ 121 Interest on long-term debt $ (3,605 ) $ (3,251 ) $ (13,732 ) Amortization of financing costs and loan discount (4,127 ) (494 ) (1,806 ) Bank charges and other finance costs (222 ) (252 ) (396 ) Interest and finance costs $ (7,954 ) $ (3,997 ) $ (15,934 ) Foreign currency exchange transaction gains (losses), net $ 296 $ (1,757 ) $ (2,190 ) Foreign currency contract (losses) gains, net (39 ) 326 2,510 Dividend income 225 — — Other 3 — 4 Other, net $ 485 $ (1,431 ) $ 324 Total other expense, net $ (7,379 ) $ (5,325 ) $ (15,489 ) |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring Charges | For years ended December 31, 2013, 2014, and 2015, restructuring charges comprised the following: Year Ended December 31, 2015 2012/13 2014 2015 Total Employee severance pay and related costs $ — $ 107 $ 3,002 $ 3,109 Non-cancelable lease, contract termination, and other charges 232 — — 232 Other non-cash charges — — 282 282 Total restructuring charges $ 232 $ 107 $ 3,284 $ 3,623 Year Ended December 31, 2014 2012/13 2013/14 Australia 2014 Total Employee severance pay and related costs $ — $ 402 $ 277 $ 1,420 $ 2,099 Non-cancelable lease, contract termination, and other charges 228 — — — 228 Other non-cash charges — 1,181 — — 1,181 Total restructuring charges $ 228 $ 1,583 $ 277 $ 1,420 $ 3,508 Year Ended December 31, 2013 2012/13 2013/14 Total Employee severance pay and related costs $ 1,007 $ 1,894 $ 2,901 Non-cancelable lease, contract termination, and other charges 652 — 652 Other non-cash charges — 526 526 Total restructuring charges $ 1,659 $ 2,420 $ 4,079 |
2014 Restructuring | |
Summary of Changes in Rationalization of Operations related Liabilities | The following table summarizes the changes in the 2015 Restructuring related liabilities: Severance Costs incurred and charged to expense 3,002 Costs paid (1,795 ) Effects of foreign currency exchange (10 ) Balance at December 31, 2015 $ 1,197 Cumulative costs incurred to date, including non-cash charges $ 3,284 |
Australia Restructuring | |
Summary of Changes in Rationalization of Operations related Liabilities | The following table summarizes the changes in the rationalization of operations related liabilities: Severance Balance at January 1, 2015 $ 508 Costs incurred and charged to expense 107 Costs paid (488 ) Effects of foreign currency exchange (25 ) Balance at December 31, 2015 $ 102 Cumulative costs incurred to date, including non-cash charges $ 1,527 |
2012/13 Restructuring | |
Summary of Changes in Rationalization of Operations related Liabilities | The following table summarizes the changes in the rationalization of operations related liabilities: Closure Balance at January 1, 2015 $ 1,025 Costs incurred and charged to expense 232 Costs paid (238 ) Effects of foreign currency exchange (108 ) Balance at December 31, 2015 $ 911 Cumulative costs incurred to date, including non-cash charges $ 7,265 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Minimum Future Lease Payments | The following is a schedule by years of minimum future lease payments as of December 31, 2015: Lease Sublease Net lease 2016 $ 9,946 $ (476 ) $ 9,470 2017 7,207 (394 ) 6,813 2018 6,223 (255 ) 5,968 2019 5,908 (232 ) 5,676 2020 3,755 (180 ) 3,575 Thereafter 8,235 (180 ) 8,055 Total minimum future lease payments $ 41,274 $ (1,717 ) $ 39,557 |
Purchase Obligations | The following is a schedule by years of purchase obligations as of December 31, 2015: 2016 $ 10,756 2017 4,832 2018 231 2019 2 2020 — Thereafter — Total minimum future purchase obligations $ 15,821 |
Segment, revenue per product 48
Segment, revenue per product and services, geographic and major customer information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Information by Segment and a Reconciliation from Consolidated Segment Operating Income to Consolidated Operating Income | The following table presents summarized information by segment and a reconciliation from consolidated segment operating income to consolidated operating income: Year ended December 31, 2013 2014 2015 Revenue Consumer $ 357,855 $ 315,611 $ 364,423 SMB 49,258 58,462 63,888 Total Revenue 407,113 374,073 428,311 Segment operating income Consumer $ 165,107 $ 157,785 $ 181,256 SMB 13,504 2,255 (10,355 ) Total segment operating income 178,611 160,040 170,901 Reconciliation to consolidated operating income Global operating costs $ (38,738 ) $ (39,959 ) $ (46,050 ) Share-based compensation (8,927 ) (12,376 ) (14,253 ) Acquisition amortization (12,272 ) (18,683 ) (30,993 ) Other adjustments (8,574 ) (9,684 ) (4,671 ) Consolidated operating income $ 110,099 $ 79,338 $ 74,934 Other income (expense): Interest income $ 90 $ 103 $ 121 Interest and finance cost (7,954 ) (3,997 ) (15,934 ) Other, net 485 (1,431 ) 324 Other income and expense, net (7,379 ) (5,325 ) (15,489 ) Income before income taxes $ 102,720 $ 74,013 $ 59,445 |
Revenue Attributed to Countries | The following table represents revenue attributed to countries based on the location of the end-users: Year Ended December 31, 2013 2014 2015 Revenue: United States $ 202,012 $ 189,421 $ 231,540 United Kingdom 56,220 53,353 58,481 The Netherlands 10,178 8,561 9,299 Other countries (1) 138,703 122,738 128,991 $ 407,113 $ 374,073 $ 428,311 |
Property and Equipment, Net, by Country | The table below lists the Company’s property and equipment, net, by country. December 31, 2014 2015 Long-lived assets: Netherlands $ 332 $ 284 Czech Republic 9,431 9,469 United States 6,462 9,445 Canada — 2,203 Other countries (1) 1,775 2,107 $ 18,000 $ 23,508 (1) No individual country represented more than 10% of the respective totals. |
Revenues Derived from Major Customers in Percentages of Total Revenue | Revenues in financial years 2013, 2014 and 2015 included revenues derived from major customers were as follows (in percentages of total revenue): Year ended December 31, 2013 2014 2015 Yahoo! 9 % 15 % 15 % Google 28 % 9 % 3 % |
Accounts Receivable Balance with Major Customers in Percentage of Total Accounts Receivable | Accounts receivable balances with major customers were as follows (in percentage of total accounts receivable): December 31, 2014 2015 Yahoo! 21 % 19 % Google 5 % 3 % |
Ordinary and Preferred Shares (
Ordinary and Preferred Shares (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Company's Authorized, Issued and Outstanding Ordinary Shares | The Company’s authorized, issued and outstanding ordinary shares consist of the following: December 31, 2014 Shares Shares Shares Par Ordinary shares 120,000,000 54,763,151 51,641,505 $ 727 Total 120,000,000 54,763,151 51,641,505 $ 727 December 31, 2015 Shares Shares Shares Par Ordinary shares 120,000,000 54,763,151 51,628,104 $ 727 Total 120,000,000 54,763,151 51,628,104 $ 727 |
Summary of Share Repurchases | The following table summarizes the Company’s share repurchases: 2015 Share repurchase program: Period Total number Average price Total number Maximum November 10 – 30, 2015 337,126 $ 19.56 337,126 1,329,541 December 1 – 28, 2015 354,206 $ 19.65 691,332 975,335 Total 691,332 $ 19.60 2013/2014 Share repurchase program: 2013 2014 Total Total number of shares repurchased 2,103,214 1,896,786 4,000,000 Dollar amount of shares repurchased $ 43,411 $ 35,334 $ 78,745 Average price paid per share $ 20.64 $ 18.63 $ 19.69 Range of price paid per share $ 15.89 – 26.16 $ 15.48 – 21.00 $ 15.48 – 26.16 |
Changes of Redeemable Noncontrolling Interest | Changes to redeemable non-controlling interest during 2014 and 2015 were as follows: Year Ended December 31, 2014 2015 Balance as of January 1 $ — $ 40,040 Redeemable non-controlling interest upon acquisition 39,498 — Net income attributable to non-controlling interests 8 35 Redemption value adjustment charged against retained earnings 534 1,925 Redemption of Class B-1 shares — (25,200 ) Balance as of December 31 $ 40,040 $ 16,800 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Share-Based Compensation Expense under 2009 Option Plan | The following table sets forth the total share-based compensation expense under the 2009 Option Plan, as amended and restated, and the share-based compensation expense related to the shares of the Company that the former owners of TuneUp received subject to their non-competition and other vesting conditions (Note 3) recognized in the consolidated statements of comprehensive income. Year Ended December 31, 2013 2014 2015 Cost of revenue $ (40 ) $ (58 ) $ (148 ) Research and development (1,013 ) (2,495 ) (2,750 ) Sales and marketing (1,172 ) (1,556 ) (2,968 ) General and administrative (6,702 ) (8,267 ) (8,387 ) Total $ (8,927 ) $ (12,376 ) $ (14,253 ) |
Stock Option Activity | The following table summarizes share option activity: Number of Weighted- Weighted- Aggregate (1) Outstanding – January 1, 2015 3,241,511 18.67 8.03 $ 7,097 Granted 815,500 23.22 Cancelled — — Exercised (651,965 ) 16.64 Expired (26,783 ) 21.20 Forfeited (272,355 ) 18.65 Repurchased — — Outstanding – December 31, 2015 3,105,908 20.27 7.72 $ 4,850 Vested and expected to vest – December 31, 2015 2,997,994 20.21 7.68 $ 4,793 Exercisable – December 31, 2015 1,622,512 19.14 6.92 $ 3,790 (1) Intrinsic value is calculated as the difference between the fair value of the Company’s ordinary shares as of the end of each reporting period and the exercise price of the option. |
Additional Information Regarding Company's Share Option Outstanding | Additional information regarding the Company’s share options outstanding as of December 31, 2015 is summarized below: Options Outstanding Strike Price Number of Weighted- Weighted- $0.01 – $5.00 — — $ — $5.00 – $12.00 67,721 3.44 8.10 $12.00 – $20.00 1,624,640 7.43 17.56 $20.00 – $25.72 1,413,550 8.27 23.95 Total 3,105,911 7.72 $ 20.27 |
Summary of Weighted Average Assumptions | A summary of the weighted-average assumptions is as follows: Year Ended December 31, 2013 2014 2015 Risk free interest rate 0.83 % 1.23 % 1.42 % Weighted-average expected lives (years) 4.0 4.0 4.5 Volatility 36.71 % 39.56 % 38.26 % Dividend Yield 0.00 % 0.00 % 0.00 % Weighted-average grant date fair value (per share) 5.91 6.61 7.83 Value Granted (total) $ 8,979 6,844 6,385 Number granted in year 1,519,080 1,034,870 815,500 |
Summary of Restricted Stock Units Activity | The following table summarizes restricted stock units activity: Number of Weighted- Outstanding – January 1, 2015 825,000 $ 19.95 Granted 618,500 21.98 Paid (250,000 ) 19.87 Forfeited (61,355 ) 14.76 Outstanding – December 31, 2015 1,132,145 $ 21.22 |
Market Restricted Stock Units | |
Summary of Restricted Stock Units Activity | The following table summarizes market restricted stock units activity: Number of Weighted- Outstanding – January 1, 2015 100,000 $ 5.56 Granted — — Paid — — Forfeited — — Outstanding – December 31, 2015 100,000 $ 5.56 |
Post retirement benefit plans (
Post retirement benefit plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Schedule Of Changes In Benefit Obligation, Fair Value Of Plan Assets, And Funded Status Recognized In The Consolidated Balance Sheets | The Company maintains a defined benefit plan for its Swiss employees. The change in benefit obligation, change in fair value of plan assets, and funded status recognized in the Consolidated Balance Sheets were as follows: Defined pension 2014 2015 Benefit obligation at January 1, $ — $ (2,438 ) Service cost (26 ) (165 ) Past year service cost — 85 Interest cost (6 ) (32 ) Contributions by plan participants (12 ) (67 ) Benefit payments 22 386 Benefit obligations of businesses acquired (2,424 ) — Actuarial loss (94 ) (108 ) Other 36 126 Exchange rate differences 66 80 Benefit obligation at December 31, $ (2,438 ) $ (2,133 ) Fair value of plan assets at January 1, $ — $ 1,541 Actual return on plan assets 10 25 Contributions by employer 22 119 Contributions by plan participants 12 67 Benefit payments (22 ) (386 ) Plan assets of businesses acquired 1,562 — Other (1 ) (10 ) Exchange rate differences (42 ) (48 ) Fair value of plan assets at December 31, $ 1,541 $ 1,308 Funded status – underfunded (non-current) (897 ) (825 ) |
Schedule Of Net Benefit Costs | Net periodic benefit cost consisted of the following: Defined pension benefits 2013 2014 2015 Service cost $ — $ 26 $ 165 Prior year service cost — — (38 ) Interest cost — 6 32 Expected return on plan assets — (7 ) (41 ) Curtailments/settlements — — (126 ) Administration expenses — 1 11 Net periodic benefit cost $ — $ 26 $ 3 |
Weighted Average Assumptions Used To Determine Benefit Obligations | The following weighted-average assumptions were used to determine benefit obligations: Defined pension benefits (in %) 2014 2015 Discount rate 1.25 0.80 Rate of compensation increase 2.00 2.00 Pension increase assumption 0.25 — |
Weighted Average Assumptions Used To Determine Net Periodic Benefit Cost | The following weighted-average assumptions were used to determine the “Net periodic benefit cost”: Defined pension benefits (in %) 2013 2014 2015 Discount rate — 1.50 0.80 Expected long-term rate of return on plan assets — 2.50 1.25 Rate of compensation increase — 2.00 2.00 |
Schedule Of Weighted Average Asset Allocation Of Plan Assets | As of January 1, 2015, the Company transferred its plan assets to a new insurance company and as a consequence, all plan assets at December 31, 2014 were cash. The asset allocation of the new insurance company on a weighted-average basis was as follows: 2014 2015 Asset Class (1) Equity $ 379 25 % $ 325 25 % Fixed income 477 31 % 709 54 % Real estate 638 41 % 119 9 % Other 47 3 % 155 12 % Total $ 1,541 100 % $ 1,308 100 % |
Defined Benefit Plan Expected Future Benefit Payments | The future expected benefit payments by the Company’s pension plan, which reflect expected future services, as appropriate as at December 31, 2015, are as follows: Estimated 2016 $ 70 2017 64 2018 59 2019 55 2020 53 Years 2021 -2025 278 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Components Of Income Before Income Tax | The Company’s components of income before income taxes are as follows: Year Ended December 31, 2013 2014 2015 Domestic $ (105,606 ) $ 24,662 $ 55,996 Foreign 208,326 49,351 3,449 $ 102,720 $ 74,013 $ 59,445 |
Components of Income Tax Provision (Benefit) | The components of the income tax provision (benefit) are as follows: Year Ended December 31, 2013 2014 2015 Current: Domestic $ — $ 1,055 $ 98 Foreign 20,898 4,499 1,253 Total current provision $ 20,898 $ 5,554 $ 1,351 Deferred: Domestic (396 ) 11,384 12,673 Foreign 18,504 2,641 (3,505 ) Total deferred provision (benefit) $ 18,108 $ 14,025 $ 9,168 Provision for income taxes before tax effects of other comprehensive income $ 39,006 $ 19,579 $ 10,519 |
Reconciliation of Income Taxes Computed at Netherlands Statutory Income Tax Rate To (Benefit) Provision for Income Taxes | Reconciliation of income tax computed at the Netherlands statutory tax rate to the income tax provision (benefit) is as follows: Year Ended December 31, 2013 2014 2015 Income tax expense at statutory rate (1) $ 25,680 $ 18,525 $ 14,873 Foreign tax rate differential (2) (12,682 ) (2,926 ) (135 ) Dutch tax ruling – innovation box regime 22,616 11,449 1,693 Dutch tax ruling – additional tax benefit — (4,325 ) (3,276 ) Permanent differences (3) 2,075 2,930 (1,252 ) Valuation allowance (187 ) (684 ) (1,874 ) Provision to return 2,788 (3,171 ) (264 ) R&D Credit (366 ) (332 ) (1,170 ) Other (4) (918 ) (1,887 ) 1,924 Income tax provision $ 39,006 $ 19,579 $ 10,519 (1) The statutory rate was 25% in 2013, 2014 and 2015. (2) The decrease in the foreign tax rate differential is the result of the transfer of the Company’s e-commerce operations from Cyprus to the Netherlands, effective January 1, 2014. (3) During 2013 and 2014, the Company recognized $1.2 and $3.1 unfavorable permanent differences due to the non-deductible share based compensation costs. During 2015, the Company recognized $1.3 unfavorable permanent difference due to tax non-deductible acquisition costs, $1.0 and $1.5 favorable permanent differences from prior period acquisition costs recharge income and with respect to non-taxable income from deferred consideration reversal, respectively. (4) During 2013, the Company recognized $2.6 prior period unfavorable adjustments and $3.0 favorable adjustment due to the change in income tax rate in Cyprus from 10% to 12.5%. During 2014, the Company recognized $0.6 prior period favorable adjustments and $0.9 favorable adjustments due to the UK deferred revenue tax rate changes. During 2015, the Company recognized $1.2 prior period unfavorable adjustments due to a reduction in 2010 net operating losses as a result of foreign currency translation difference which is offset by a favorable reversal of valuation allowance in the same amount. |
Components of Deferred Income Tax Assets and Liabilities | Significant components of deferred income tax assets and liabilities are as follows: December 31, 2014 2015 Deferred tax assets: Fixed assets and intangible assets $ 11,827 $ 3,562 Deferred revenues 21,314 19,448 Provisions and reserves 7,649 9,210 Net operating loss carry forwards 17,588 9,190 Other 4,724 7,085 Gross deferred tax assets $ 63,102 $ 48,495 Valuation allowance (10,341 ) (7,860 ) Total deferred tax asset $ 52,761 $ 40,635 Deferred tax liabilities: Fixed assets and intangible assets $ (30,715 ) $ (30,169 ) Other (358 ) (1,779 ) Total deferred tax liabilities $ (31,073 ) $ (31,948 ) Net deferred tax asset $ 21,688 $ 8,687 Deferred tax asset – current portion $ 21,056 $ 17,643 Deferred tax asset – non-current portion 26,813 20,538 Deferred tax liability – current portion (568 ) (898 ) Deferred tax liability – non-current portion (25,613 ) (28,596 ) Net deferred tax asset $ 21,688 $ 8,687 |
Movement of Valuation allowance on Net Operating Losses and Other Deferred Tax Assets | The movement of the valuation allowance on net operating losses and other deferred tax assets is as follows: Year Ended December 31, 2013 2014 2015 Balance at beginning of period $ 11,359 $ 11,124 $ 10,341 Additions through acquisitions — 1,323 6 Charged to expenses 1,305 83 272 Credited to expenses (1,540 ) (2,189 ) (2,152 ) Charged to other accounts — — (607 ) Balance at end of period $ 11,124 $ 10,341 $ 7,860 |
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years presented is as follows: Year Ended December 31, 2013 2014 2015 Balance at January 1, $ — $ — $ 1,454 Additions through acquisitions — 1,454 — Additions based on tax positions related to the current year — — 566 Additions for tax positions of prior years — — 827 Reductions due to settlements with taxing authorities — — (9 ) Balance at December 31, $ — $ 1,454 $ 2,838 |
Open Tax Years In Major Jurisdictions | The table below summarizes the open tax years and tax examinations in major jurisdictions as of December 31, 2015: Jurisdiction Open Years Ongoing Examinations Australia 2013 – 2015 N/A Brazil 2014 – 2015 N/A Canada 2013 – 2015 N/A China 2010 – 2015 In liquidation-review Cyprus 2011 – 2015 In liquidation-review Czech Republic 2012 – 2015 N/A Denmark 2011 – 2015 N/A France 2011 – 2015 N/A Germany 2010 – 2015 2010 – 2012 Corporate tax Israel 2011 – 2015 N/A Malta 2014 – 2015 N/A Netherlands 2009 – 2015 2011 – 2012 Corporate Tax/2013 VAT Norway 2013 – 2015 N/A Serbia 2012 – 2015 N/A Spain 2012 – 2015 N/A Sweden 2008 – 2015 N/A Switzerland 2010 – 2015 N/A United Kingdom 2012 – 2015 2013 Corporate tax Ukraine 2014 – 2015 N/A United States 2012 – 2015 N/A |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Computation of Basic and Diluted Earning Per Ordinary Share | The following table sets forth the computation of basic and diluted earnings per outstanding ordinary share: Year Ended December 31, 2013 2014 2015 Numerator: Net income $ 63,714 $ 54,434 $ 48,926 Less net income attribute to non-controlling interest — (8 ) (35 ) Redeemable non-controlling interest — (534 ) (1,925 ) Net income available to ordinary shareholders – basic $ 63,714 $ 53,892 $ 46,966 Net income available to ordinary shareholders – diluted $ 63,714 $ 53,892 $ 46,966 Denominator: Weighted-average ordinary shares outstanding – basic 54,208,065 52,219,176 51,979,048 Potential ordinary shares 502,639 372,259 826,170 Weighted-average ordinary shares outstanding – diluted 54,710,704 52,591,435 52,805,218 Earnings per share attributable to AVG Technologies N.V. ordinary shareholders – basic $ 1.18 $ 1.03 $ 0.90 Earnings per share attributable to AVG Technologies N.V. ordinary shareholders – diluted $ 1.16 $ 1.02 $ 0.89 |
Antidilutive Securities Excluded from Computation of Earning Per Share | The following securities that could potentially dilute basic earnings per share in the future have been excluded from the above computation of earnings per share as their inclusion would have been anti-dilutive. Year Ended December 31, 2013 2014 2015 Market restricted stock units 26,630 100,000 100,000 Options to purchase ordinary shares 1,235,448 1,675,499 860,324 Anti-dilutive shares 1,262,078 1,775,499 960,324 |
Summary of Significant Accoun54
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)Segment | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Accounting Policies [Line Items] | |||
Cash Equivalents, Original Maturity | Three months or less | ||
Capitalized costs | $ 3,856 | $ 1,654 | |
Amortization of capitalized costs | $ 1,216 | 239 | $ 0 |
Number of reportable segment | Segment | 2 | ||
Number of operating segment | Segment | 2 | ||
Unamortized deferred financing costs | $ 5,692 | $ 6,222 | |
Leasehold Improvements | |||
Accounting Policies [Line Items] | |||
Property and equipment, useful life | The shorter of the lease term or the estimated useful life of the asset. | ||
Minimum | Computer Equipment | |||
Accounting Policies [Line Items] | |||
Property and equipment, useful life | 2 years | ||
Minimum | Office Furniture And Equipment | |||
Accounting Policies [Line Items] | |||
Property and equipment, useful life | 2 years | ||
Minimum | Vehicles | |||
Accounting Policies [Line Items] | |||
Property and equipment, useful life | 4 years | ||
Maximum | Computer Equipment | |||
Accounting Policies [Line Items] | |||
Property and equipment, useful life | 4 years | ||
Maximum | Office Furniture And Equipment | |||
Accounting Policies [Line Items] | |||
Property and equipment, useful life | 5 years | ||
Maximum | Vehicles | |||
Accounting Policies [Line Items] | |||
Property and equipment, useful life | 5 years | ||
Maximum | Defined Contribution Pension Plan 401k | |||
Accounting Policies [Line Items] | |||
Employer contributions participant annual compensation | 4.00% | 4.00% | 4.00% |
Capitalized Internal-Use Software | Minimum | |||
Accounting Policies [Line Items] | |||
Finite lived intangible assets useful life | 2 years | ||
Capitalized Internal-Use Software | Maximum | |||
Accounting Policies [Line Items] | |||
Finite lived intangible assets useful life | 5 years | ||
Customer relationships and Developed technology | Minimum | |||
Accounting Policies [Line Items] | |||
Finite lived intangible assets useful life | 2 years | ||
Customer relationships and Developed technology | Maximum | |||
Accounting Policies [Line Items] | |||
Finite lived intangible assets useful life | 5 years | ||
Sales Revenue, Net | Customer Concentration Risk | Yahoo | |||
Accounting Policies [Line Items] | |||
Revenue derived from major customer | 15.00% | 15.00% | 9.00% |
Sales Revenue, Net | Customer Concentration Risk | Google | |||
Accounting Policies [Line Items] | |||
Revenue derived from major customer | 3.00% | 9.00% | 28.00% |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | Oct. 06, 2015 | May. 05, 2015 | Oct. 31, 2014 | Oct. 15, 2014 | Sep. 02, 2013 | Jun. 28, 2013 | May. 14, 2013 | Jan. 28, 2013 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Privax Ltd | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash consideration paid | $ 35,874 | |||||||||||
Total purchase consideration | $ 61,626 | |||||||||||
Privax Ltd | General and administrative | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, acquisition-related transaction costs | $ 1,996 | |||||||||||
Location Labs | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash consideration paid | $ 116,221 | |||||||||||
Business acquisition, maximum contingent consideration | $ 36,000 | |||||||||||
Compensation expense | 1,424 | 268 | ||||||||||
Business acquisition, percentage of outstanding shares acquired | 99.899% | |||||||||||
Percentage of ownership interest held by holders of Class B shares of WaveMarket, Inc. | 0.101% | |||||||||||
Total purchase consideration | 181,924 | |||||||||||
Total purchase consideration, additional | 4,209 | |||||||||||
Unrecognized compensation expense for future services | $ 2,850 | $ 2,582 | 1,158 | 2,582 | ||||||||
Payments in exchange for cancelled awards, contingent upon employees providing continued services to the Company | 2,850 | |||||||||||
Net revenue | 9,404 | |||||||||||
Net income | $ 577 | |||||||||||
Employee share-based compensation included in supplemental pro forma earnings | 39,565 | |||||||||||
Location Labs | General and administrative | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, acquisition-related transaction costs | 15 | 4,158 | ||||||||||
Norman Safeground AS | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, percentage of outstanding shares acquired | 100.00% | |||||||||||
Total purchase consideration | $ 16,909 | |||||||||||
Norman Safeground AS | General and administrative | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, acquisition-related transaction costs | 136 | 436 | ||||||||||
Winco Capital Participacoes LTDA | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash consideration paid | $ 1,332 | |||||||||||
Business acquisition, percentage of outstanding shares acquired | 100.00% | |||||||||||
Total purchase consideration | $ 3,205 | |||||||||||
Winco Capital Participacoes LTDA | General and administrative | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, acquisition-related transaction costs | 246 | |||||||||||
Angle Labs | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash consideration paid | $ 2,865 | |||||||||||
Retention and incentive compensation arrangements payment, profit target period | 12 months | |||||||||||
Total purchase consideration | $ 3,220 | |||||||||||
Angle Labs | Maximum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Retention and incentive compensation arrangements, related to business acquisition | $ 350 | |||||||||||
Angle Labs | General and administrative | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, acquisition-related transaction costs | 0 | $ 55 | ||||||||||
Angle Labs | Research and development | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Compensation expense | 350 | |||||||||||
Privacy Choice LLC | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash consideration paid | $ 3,200 | |||||||||||
Retention and incentive compensation arrangements payment, profit target period | 12 months | |||||||||||
Total purchase consideration | $ 3,840 | |||||||||||
Privacy Choice LLC | Maximum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Retention and incentive compensation arrangements, related to business acquisition | 2,560 | |||||||||||
Privacy Choice LLC | General and administrative | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, acquisition-related transaction costs | $ 66 | |||||||||||
Privacy Choice LLC | Research and development | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Compensation expense | 960 | 1,600 | ||||||||||
LPI Level Platforms Inc | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash consideration paid | $ 20,130 | |||||||||||
Total purchase consideration | $ 23,418 | |||||||||||
LPI Level Platforms Inc | General and administrative | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, acquisition-related transaction costs | 0 | 302 | ||||||||||
ASR Technologies Ab | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash consideration paid | $ 1,491 | |||||||||||
Retention and incentive compensation arrangements payment, profit target period | 9 months | |||||||||||
Total purchase consideration | $ 2,341 | |||||||||||
ASR Technologies Ab | Maximum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Retention and incentive compensation arrangements, related to business acquisition | $ 459 | |||||||||||
ASR Technologies Ab | General and administrative | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, acquisition-related transaction costs | 45 | 0 | ||||||||||
ASR Technologies Ab | Research and development | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Compensation expense | $ 255 | $ 204 | ||||||||||
Flayvr Media Ltd | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash consideration paid | $ 2,500 | |||||||||||
Business acquisition, maximum contingent consideration | $ 2,400 | |||||||||||
Retention and incentive compensation arrangements payment, profit target period | 24 months | |||||||||||
Total purchase consideration | $ 4,061 | |||||||||||
Flayvr Media Ltd | Maximum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Retention and incentive compensation arrangements, related to business acquisition | $ 1,100 | |||||||||||
Flayvr Media Ltd | General and administrative | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, acquisition-related transaction costs | 174 | |||||||||||
Flayvr Media Ltd | Research and development | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Compensation expense | $ 600 |
Net Asset Acquired and Liabilit
Net Asset Acquired and Liabilities Assumed and Goodwill Arising (Detail) - USD ($) $ in Thousands | Oct. 06, 2015 | May. 05, 2015 | Oct. 31, 2014 | Oct. 15, 2014 | Sep. 02, 2013 | Jun. 28, 2013 | May. 14, 2013 | Jan. 28, 2013 | Oct. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Business Acquisition [Line Items] | |||||||||||||
Trade accounts receivable, net | $ 35,717 | $ 35,408 | |||||||||||
Goodwill | 297,434 | 245,369 | $ 84,843 | ||||||||||
Payment of contingent consideration | 22,105 | 2,250 | $ 2,648 | ||||||||||
Redemption of Class B-1 shares | 25,200 | ||||||||||||
Privax Ltd | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash and cash equivalents | $ 4,983 | ||||||||||||
Trade accounts receivable, net | 1,108 | ||||||||||||
Property and equipment | 341 | ||||||||||||
Intangible assets | 18,415 | ||||||||||||
Other assets acquired | 1,354 | ||||||||||||
Deferred tax liabilities, net | (5,503) | ||||||||||||
Other liabilities assumed | (6,210) | ||||||||||||
Goodwill | [1] | 47,138 | |||||||||||
Total purchase consideration | 61,626 | ||||||||||||
Acquired intangible assets | [2] | 18,415 | |||||||||||
Cash consideration | 35,874 | ||||||||||||
Deferred consideration | [3] | 8,454 | |||||||||||
Contingent consideration | [4] | 17,298 | |||||||||||
Total purchase consideration | 61,626 | ||||||||||||
Privax Ltd | Developed Technology | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired intangible assets | $ 6,224 | ||||||||||||
Finite lived intangible assets useful life | 3 years | ||||||||||||
Privax Ltd | Trademarks | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired intangible assets | $ 3,751 | ||||||||||||
Finite lived intangible assets useful life | 8 years | ||||||||||||
Privax Ltd | Customer relationships | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired intangible assets | $ 8,440 | ||||||||||||
Finite lived intangible assets useful life | 2 years | ||||||||||||
Flayvr Media Ltd | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Intangible assets | [5] | $ 1,461 | |||||||||||
Other liabilities assumed | (28) | ||||||||||||
Goodwill | [6] | 2,443 | |||||||||||
Total purchase consideration | 4,061 | ||||||||||||
Cash consideration | 2,500 | ||||||||||||
Deferred consideration | [7] | 490 | |||||||||||
Contingent consideration | [8] | 1,071 | |||||||||||
Total purchase consideration | 4,061 | ||||||||||||
Deferred taxes | $ 185 | ||||||||||||
Flayvr Media Ltd | Developed Technology | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Finite lived intangible assets useful life | 3 years | ||||||||||||
Location Labs | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash and cash equivalents | 10,384 | ||||||||||||
Property and equipment | 3,070 | ||||||||||||
Deferred tax liabilities, net | (22,400) | ||||||||||||
Other liabilities assumed | (3,694) | ||||||||||||
Goodwill | [9] | 151,869 | |||||||||||
Total purchase consideration | 181,924 | ||||||||||||
Acquired intangible assets | $ 74,718 | ||||||||||||
Cash consideration | 116,221 | ||||||||||||
Deferred consideration | [10] | 18,859 | |||||||||||
Contingent consideration | [11] | 33,856 | |||||||||||
Total purchase consideration | 181,924 | ||||||||||||
Repayment of Location Labs external borrowings (current and non-current) | 8,120 | ||||||||||||
Location Labs transaction costs paid by AVG | [12] | 4,868 | |||||||||||
Payment of contingent consideration | $ 21,352 | ||||||||||||
Long-term liabilities, excluding Class B share redemption | (950) | ||||||||||||
Net assets (liabilities) acquired | 69,553 | ||||||||||||
Class B share redemption | [13] | (39,498) | |||||||||||
Location Labs | Maximum | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Redemption of Class B-1 shares | $ 25,200 | ||||||||||||
Location Labs | Provisional amount | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash and cash equivalents | 10,384 | ||||||||||||
Property and equipment | 3,070 | ||||||||||||
Deferred tax liabilities, net | (22,894) | ||||||||||||
Other liabilities assumed | (3,181) | ||||||||||||
Goodwill | [9] | 147,641 | |||||||||||
Total purchase consideration | 177,715 | ||||||||||||
Cash consideration | 116,221 | ||||||||||||
Deferred consideration | [10] | 14,650 | |||||||||||
Contingent consideration | [11] | 33,856 | |||||||||||
Total purchase consideration | 177,715 | ||||||||||||
Repayment of Location Labs external borrowings (current and non-current) | 8,120 | ||||||||||||
Location Labs transaction costs paid by AVG | [12] | 4,868 | |||||||||||
Long-term liabilities, excluding Class B share redemption | (950) | ||||||||||||
Net assets (liabilities) acquired | 69,572 | ||||||||||||
Class B share redemption | [13] | (39,498) | |||||||||||
Location Labs | Adjustments | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Deferred tax liabilities, net | 494 | ||||||||||||
Other liabilities assumed | (513) | ||||||||||||
Goodwill | [9] | 4,228 | |||||||||||
Total purchase consideration | 4,209 | ||||||||||||
Deferred consideration | [10] | 4,209 | |||||||||||
Total purchase consideration | 4,209 | ||||||||||||
Net assets (liabilities) acquired | (19) | ||||||||||||
Location Labs | Identifiable intangible assets | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Intangible assets | [14] | 74,718 | |||||||||||
Location Labs | Identifiable intangible assets | Provisional amount | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Intangible assets | [14] | 74,718 | |||||||||||
Location Labs | Other Intangible Assets | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Intangible assets | 8,425 | ||||||||||||
Location Labs | Other Intangible Assets | Provisional amount | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Intangible assets | 8,425 | ||||||||||||
Location Labs | Trademarks | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired intangible assets | $ 1,666 | ||||||||||||
Finite lived intangible assets useful life | 10 years | ||||||||||||
Location Labs | Customer relationships | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired intangible assets | $ 64,629 | ||||||||||||
Finite lived intangible assets useful life | 7 years | ||||||||||||
Norman Safeground AS | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash and cash equivalents | $ 3,709 | ||||||||||||
Property and equipment | 142 | ||||||||||||
Intangible assets | [15] | 7,262 | |||||||||||
Deferred tax liabilities, net | (1,595) | ||||||||||||
Goodwill | [16] | 13,495 | |||||||||||
Total purchase consideration | 16,609 | ||||||||||||
Total purchase consideration | $ 16,909 | ||||||||||||
Net assets (liabilities) acquired | [17] | (2,553) | |||||||||||
Norman Safeground AS | Maximum | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Finite lived intangible assets useful life | 7 years | ||||||||||||
Norman Safeground AS | Provisional amount | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Intangible assets | [15] | 7,262 | |||||||||||
Deferred tax liabilities, net | (1,025) | ||||||||||||
Goodwill | [16] | 12,925 | |||||||||||
Total purchase consideration | 16,609 | ||||||||||||
Net assets (liabilities) acquired | [17] | (2,553) | |||||||||||
Norman Safeground AS | Adjustments | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Deferred tax liabilities, net | (570) | ||||||||||||
Goodwill | [16] | $ 570 | |||||||||||
Norman Safeground AS | Trademarks | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired intangible assets | $ 572 | ||||||||||||
Norman Safeground AS | Customer relationships | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired intangible assets | $ 5,802 | ||||||||||||
Winco Capital Participacoes LTDA | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash and cash equivalents | $ 4 | ||||||||||||
Property and equipment | 33 | ||||||||||||
Intangible assets | [18] | 1,041 | |||||||||||
Goodwill | [19] | 2,211 | |||||||||||
Total purchase consideration | $ 3,205 | ||||||||||||
Finite lived intangible assets useful life | 2 years | ||||||||||||
Cash consideration | $ 1,332 | ||||||||||||
Deferred consideration | [7] | 1,873 | |||||||||||
Total purchase consideration | 3,205 | ||||||||||||
Net assets (liabilities) acquired | [20] | (47) | |||||||||||
Winco Capital Participacoes LTDA | Customer relationships | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired intangible assets | $ 447 | ||||||||||||
Angle Labs | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Intangible assets | [21] | $ 3,170 | |||||||||||
Goodwill | 0 | ||||||||||||
Total purchase consideration | 3,220 | ||||||||||||
Cash consideration | 2,865 | ||||||||||||
Deferred consideration | [7] | 355 | |||||||||||
Total purchase consideration | 3,220 | ||||||||||||
Net assets (liabilities) acquired | 50 | ||||||||||||
Angle Labs | Developed Technology | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired intangible assets | $ 3,170 | ||||||||||||
Finite lived intangible assets useful life | 3 years | ||||||||||||
Privacy Choice LLC | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Intangible assets | [22] | $ 3,480 | |||||||||||
Goodwill | [23] | 360 | |||||||||||
Total purchase consideration | 3,840 | ||||||||||||
Cash consideration | 3,200 | ||||||||||||
Deferred consideration | [24] | 640 | |||||||||||
Total purchase consideration | 3,840 | ||||||||||||
Privacy Choice LLC | Developed Technology | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired intangible assets | $ 1,380 | ||||||||||||
Finite lived intangible assets useful life | 5 years | ||||||||||||
LPI Level Platforms Inc | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash and cash equivalents | $ 925 | ||||||||||||
Property and equipment | 210 | ||||||||||||
Intangible assets | [25] | 19,310 | |||||||||||
Deferred tax liabilities, net | (406) | ||||||||||||
Goodwill | [26] | 3,513 | |||||||||||
Total purchase consideration | 23,418 | ||||||||||||
Cash consideration | 20,130 | ||||||||||||
Deferred consideration | [24] | 3,288 | |||||||||||
Total purchase consideration | 23,418 | ||||||||||||
Net assets (liabilities) acquired | [27] | 1,001 | |||||||||||
LPI Level Platforms Inc | Developed Technology | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired intangible assets | $ 8,560 | ||||||||||||
Finite lived intangible assets useful life | 5 years | ||||||||||||
LPI Level Platforms Inc | Customer relationships | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired intangible assets | $ 10,750 | ||||||||||||
Finite lived intangible assets useful life | 5 years | ||||||||||||
ASR Technologies Ab | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Intangible assets | [28] | $ 2,341 | |||||||||||
Goodwill | 0 | ||||||||||||
Total purchase consideration | 2,341 | ||||||||||||
Cash consideration | 1,491 | ||||||||||||
Deferred consideration | [29] | 850 | |||||||||||
Total purchase consideration | 2,341 | ||||||||||||
ASR Technologies Ab | Developed Technology | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired intangible assets | $ 2,341 | ||||||||||||
Finite lived intangible assets useful life | 3 years | ||||||||||||
[1] | The goodwill primarily represents the Company's expectation of synergies from the integration of Privax products with the Company's existing solutions and is allocated to the Company's Consumer segment. The balance of goodwill is not expected to be deductible for tax purposes. | ||||||||||||
[2] | Amortization for developed technology is recognized in cost of revenue. Amortization for trademarks and customer relationships is recognized in sales and marketing. | ||||||||||||
[3] | Consists of $9 million cash held in escrow, reported on the face of the consolidated balance sheets in short-term restricted cash, and other adjustments, including final working capital true-up. | ||||||||||||
[4] | Reflects the acquisition date fair value of the following additional cash consideration to be measured and expected to be paid in the third quarter of 2016 upon the achievement of the following: a. Payout of $10 million upon achievement of certain product and integration milestones; and b. Payout of $10 million upon achievement of certain performance-based targets relating to future product sales. | ||||||||||||
[5] | Intangible assets consist of developed technology, which is amortized over the estimated useful life of 3 years. | ||||||||||||
[6] | The goodwill resulted primarily from the Company's expectation of synergies from the integration of Flayvr technology with the Company's existing solutions and is allocated to the Company's Consumer segment. Goodwill is not amortized and is not deductible for tax purposes. | ||||||||||||
[7] | The purchase consideration was deferred for a period of 24 months after the acquisition date and serves as a security for the indemnification obligations of the selling shareholders. | ||||||||||||
[8] | Reflects the acquisition date fair value of the following additional cash consideration to be remeasured at each reporting period and expected to be paid in the last quarter of 2016, upon the achievement of the following: | ||||||||||||
[9] | Goodwill is calculated as the difference between the estimated fair value of the consideration transferred and the estimated fair values of the assets acquired, liabilities assumed and non-controlling interest in the acquiree. The goodwill resulted primarily from the Company's expectation of synergies from the integration of Location Labs software with the Company's existing solutions and is allocated to the Company's Consumer segment. Goodwill is not amortized and is not deductible for tax purposes. | ||||||||||||
[10] | Per the terms of the agreement, $17,500 was transferred into an escrow account to be disbursed over 15 months subsequent to the closing date and serves as security for the indemnification obligations of the selling shareholders and cash settlement of awards cancelled in connection with the merger. At acquisition, the amount in escrow included $2,850 of unrecognized compensation expense for future services. Accordingly, the revised consideration of $18,859 was recorded as deferred purchase consideration. As of December 31, 2014, $268 was recorded as accrued compensation expense and $2,582 remained unrecognized. | ||||||||||||
[11] | Contingent consideration of up to $36,000 is expected to be paid to the selling shareholders in two installments within 24 months subsequent to the closing date, subject to Location Labs achieving certain financial metrics. As of December 31, 2015, $21,352 has been paid. The fair value is based on the interest rate in effect upon closing of the merger, or 5.75%. | ||||||||||||
[12] | Per the terms of the merger agreement, the acquisition-related expenses incurred by Location Labs were paid by the Company. | ||||||||||||
[13] | In July 2014, Location Labs authorized and issued 10,000 shares of Class B common stock to certain employees of Location Labs, of which 6,000 shares were designated as Class B-1 and 4,000 shares were designated as Class B-2. Class B-1 and B-2 shares have certain put and call redemption rights upon a change of control event, including the Company's acquisition of Location Labs in October 2014. Class B-1 shares are puttable to the Company by the shareholders for a three month period commencing on the first anniversary of the change in control for a maximum nominal value of $25,200. If the put option remains unexercised, three months after the put right expires the B-1 shares can be called by the Company for a three month period at the same redemption value as the put right. In October 2015, the Company redeemed the Class B-1 shares for $25,200. Class B-2 shares are puttable to the Company by the shareholders for a six month period commencing on January 1, 2016 for a maximum nominal value of $16,800. If the put option remains unexercised, three months after the put right expires the B-2 shares can be called by the Company for a three month period at the same redemption value as the put right. The redemption value is based upon the assumed achievement of certain financial metrics of Location Labs in 2014 and 2015. All other rights between the Class B-1 and B-2 shares were consistent. As described in Note 20, this redeemable non-controlling interest is classified outside of permanent equity. | ||||||||||||
[14] | The estimated useful lives of the identifiable assets and estimated fair values are follows: Estimated useful live Preliminary fair value (in years) Patents 14 $ 268 Trademarks 10 1,666 Customer relationships 7 64,629 Technology 3 7,256 Non-compete agreement 2 899 $ 74,718 | ||||||||||||
[15] | Intangible assets included software of $25, trademarks of $572, customer relationships $5,802, and technology $863, which are amortized over their estimated useful lives of 3 to 7 years. | ||||||||||||
[16] | The goodwill resulted primarily from the Company's expectation of synergies from the integration of Norman technology with the Company's existing solutions and is allocated to the Company's SMB segment. Goodwill is not amortized and is not deductible for tax purposes. | ||||||||||||
[17] | Net assets included property and equipment of $142, and net deficit of $6,104. The cash acquired in the transaction totaled $3,709. | ||||||||||||
[18] | Intangible assets included a customer database of $70, a non-compete agreement of $524, and customer relationships of $447 which are being amortized over their estimated useful lives of 2 years respectively. | ||||||||||||
[19] | The goodwill resulted primarily from the Company's expectation of synergies from the integration of Winco technology with the Company's existing solutions and is allocated to the Company's Consumer segment. Goodwill is not amortized and is not deductible for tax purposes. | ||||||||||||
[20] | Net assets included property and equipment of $33, and net deficit of $84. The cash acquired in the transaction totaled $4. | ||||||||||||
[21] | Intangible assets included developed technology of $3,170, which is amortized over its estimated useful life of three years. | ||||||||||||
[22] | Intangible assets included developed technology of $1,380 and a non-compete agreement of $2,100, which are amortized over their estimated useful lives of five and three years respectively. | ||||||||||||
[23] | The goodwill resulted primarily from the Company's expectation of synergies from the integration of PrivacyChoice technology with the Company's existing solutions. | ||||||||||||
[24] | The purchase consideration was deferred for the period of 18 months after the acquisition date and serves as a security for the indemnification obligations of the selling shareholders. | ||||||||||||
[25] | Intangible assets included developed technology of $8,560 and customer relationships of $10,750, which are amortized over their estimated useful lives of five years. | ||||||||||||
[26] | The goodwill resulted primarily from the Company's expectation of synergies from the integration of LPI's technology with the Company's existing solutions and LPI's workforce. Goodwill is not amortized and is not deductible for tax purposes. | ||||||||||||
[27] | Net assets included property and equipment of $210, and net deficit of $134. The cash acquired in the transaction totaled $925. | ||||||||||||
[28] | Intangible assets included developed technology of $2,341 amortized over its estimated useful life of three years. | ||||||||||||
[29] | The purchase consideration was deferred for the period of 24 months after the acquisition date and serves as a partial remedy for the indemnification obligations. |
Net Asset Acquired and Liabil57
Net Asset Acquired and Liabilities Assumed and Goodwill Arising (Parenthetical) (Detail) - USD ($) | Oct. 06, 2015 | May. 05, 2015 | Oct. 31, 2014 | Oct. 15, 2014 | Sep. 02, 2013 | Jun. 28, 2013 | May. 14, 2013 | Jan. 28, 2013 | Jul. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Business Acquisition [Line Items] | |||||||||||||
Contingent consideration, change in fair value | $ (6,428,000) | $ 730,000 | $ 1,238,000 | ||||||||||
Common stock, authorized | 120,000,000 | 120,000,000 | |||||||||||
Common stock, issued | 54,763,151 | 54,763,151 | |||||||||||
Capitalized Internal-Use Software | Minimum | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Finite lived intangible assets useful life | 2 years | ||||||||||||
Capitalized Internal-Use Software | Maximum | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Finite lived intangible assets useful life | 5 years | ||||||||||||
Privax Ltd | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash held in escrow | $ 9,000,000 | ||||||||||||
Contingent consideration | [1] | 17,298,000 | |||||||||||
Contingent consideration, change in fair value | $ 9,400,000 | ||||||||||||
Deferred purchase consideration | [2] | 8,454,000 | |||||||||||
Acquired intangible assets | [3] | 18,415,000 | |||||||||||
Business acquisition, Property, plant and equipment | 341,000 | ||||||||||||
Business acquisition purchase price allocation, cash | $ 4,983,000 | ||||||||||||
Privax Ltd | Developed Technology | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Finite lived intangible assets useful life | 3 years | ||||||||||||
Acquired intangible assets | $ 6,224,000 | ||||||||||||
Privax Ltd | Trademarks | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Finite lived intangible assets useful life | 8 years | ||||||||||||
Acquired intangible assets | $ 3,751,000 | ||||||||||||
Privax Ltd | Customer relationships | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Finite lived intangible assets useful life | 2 years | ||||||||||||
Acquired intangible assets | $ 8,440,000 | ||||||||||||
Flayvr Media Ltd | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Contingent consideration | [4] | $ 1,071,000 | |||||||||||
Purchase consideration deferred period | 24 months | ||||||||||||
Deferred purchase consideration | [5] | $ 490,000 | |||||||||||
Business acquisition, maximum contingent consideration | $ 2,400,000 | ||||||||||||
Flayvr Media Ltd | Developed Technology | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Finite lived intangible assets useful life | 3 years | ||||||||||||
Location Labs | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Contingent consideration | [6] | $ 33,856,000 | |||||||||||
Purchase consideration deferred period | 15 months | ||||||||||||
Amount transferred into an escrow account | $ 17,500,000 | ||||||||||||
Unrecognized compensation expense for future services | 2,850,000 | $ 1,158,000 | 2,582,000 | ||||||||||
Deferred purchase consideration | [7] | 18,859,000 | |||||||||||
Accrued compensation expense | 268,000 | ||||||||||||
Business acquisition, maximum contingent consideration | $ 36,000,000 | ||||||||||||
Fair value assumed rate | 5.75% | ||||||||||||
Acquired intangible assets | $ 74,718,000 | ||||||||||||
Business acquisition, Property, plant and equipment | 3,070,000 | ||||||||||||
Business acquisition purchase price allocation, cash | $ 10,384,000 | ||||||||||||
Location Labs | Maximum | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration deferred period | 24 months | ||||||||||||
Location Labs | Trademarks | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Finite lived intangible assets useful life | 10 years | ||||||||||||
Acquired intangible assets | $ 1,666,000 | ||||||||||||
Location Labs | Customer relationships | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Finite lived intangible assets useful life | 7 years | ||||||||||||
Acquired intangible assets | $ 64,629,000 | ||||||||||||
Location Labs | Technology | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Finite lived intangible assets useful life | 3 years | ||||||||||||
Acquired intangible assets | $ 7,256,000 | ||||||||||||
Location Labs | Non-compete agreement | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Finite lived intangible assets useful life | 2 years | ||||||||||||
Acquired intangible assets | $ 899,000 | ||||||||||||
Location Labs | Patents | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Finite lived intangible assets useful life | 14 years | ||||||||||||
Acquired intangible assets | $ 268,000 | ||||||||||||
Norman Safeground AS | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business acquisition, Property, plant and equipment | $ 142,000 | ||||||||||||
Business acquisition, net working capital deficit | 6,104,000 | ||||||||||||
Business acquisition purchase price allocation, cash | $ 3,709,000 | ||||||||||||
Norman Safeground AS | Minimum | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Finite lived intangible assets useful life | 3 years | ||||||||||||
Norman Safeground AS | Maximum | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Finite lived intangible assets useful life | 7 years | ||||||||||||
Norman Safeground AS | Capitalized Internal-Use Software | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired intangible assets | $ 25,000 | ||||||||||||
Norman Safeground AS | Trademarks | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired intangible assets | 572,000 | ||||||||||||
Norman Safeground AS | Customer relationships | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired intangible assets | 5,802,000 | ||||||||||||
Norman Safeground AS | Technology | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired intangible assets | $ 863,000 | ||||||||||||
Winco Capital Participacoes LTDA | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Finite lived intangible assets useful life | 2 years | ||||||||||||
Purchase consideration deferred period | 24 months | ||||||||||||
Deferred purchase consideration | [5] | $ 1,873,000 | |||||||||||
Business acquisition, Property, plant and equipment | 33,000 | ||||||||||||
Business acquisition, net working capital deficit | 84,000 | ||||||||||||
Business acquisition purchase price allocation, cash | 4,000 | ||||||||||||
Winco Capital Participacoes LTDA | Customer relationships | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired intangible assets | 447,000 | ||||||||||||
Winco Capital Participacoes LTDA | Customer Lists | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired intangible assets | 70,000 | ||||||||||||
Winco Capital Participacoes LTDA | Non-compete agreement | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired intangible assets | $ 524,000 | ||||||||||||
Angle Labs | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration deferred period | 24 months | ||||||||||||
Deferred purchase consideration | [5] | $ 355,000 | |||||||||||
Angle Labs | Developed Technology | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Finite lived intangible assets useful life | 3 years | ||||||||||||
Acquired intangible assets | $ 3,170,000 | ||||||||||||
Privacy Choice LLC | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration deferred period | 18 months | ||||||||||||
Deferred purchase consideration | [8] | $ 640,000 | |||||||||||
Privacy Choice LLC | Developed Technology | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Finite lived intangible assets useful life | 5 years | ||||||||||||
Acquired intangible assets | $ 1,380,000 | ||||||||||||
Privacy Choice LLC | Non-compete agreement | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Finite lived intangible assets useful life | 3 years | ||||||||||||
Acquired intangible assets | $ 2,100,000 | ||||||||||||
LPI Level Platforms Inc | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Deferred purchase consideration | [8] | $ 3,288,000 | |||||||||||
Business acquisition, Property, plant and equipment | 210,000 | ||||||||||||
Business acquisition, net working capital deficit | 134,000 | ||||||||||||
Business acquisition purchase price allocation, cash | $ 925,000 | ||||||||||||
LPI Level Platforms Inc | Developed Technology | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Finite lived intangible assets useful life | 5 years | ||||||||||||
Acquired intangible assets | $ 8,560,000 | ||||||||||||
LPI Level Platforms Inc | Customer relationships | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Finite lived intangible assets useful life | 5 years | ||||||||||||
Acquired intangible assets | $ 10,750,000 | ||||||||||||
ASR Technologies Ab | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration deferred period | 24 months | ||||||||||||
Deferred purchase consideration | [9] | $ 850,000 | |||||||||||
ASR Technologies Ab | Developed Technology | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Finite lived intangible assets useful life | 3 years | ||||||||||||
Acquired intangible assets | $ 2,341,000 | ||||||||||||
Ordinary Share, Class B | Location Labs | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Common stock, authorized | 10,000 | ||||||||||||
Common stock, issued | 10,000 | ||||||||||||
Ordinary Shares Class B-1 | Location Labs | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Common stock, authorized | 6,000 | ||||||||||||
Common stock, issued | 6,000 | ||||||||||||
Ordinary Shares Class B-1 | Location Labs | Maximum | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Nominal value | $ 25,200,000 | ||||||||||||
Ordinary Shares Class B-2 | Location Labs | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Common stock, authorized | 4,000 | ||||||||||||
Common stock, issued | 4,000 | ||||||||||||
Ordinary Shares Class B-2 | Location Labs | Maximum | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Nominal value | $ 16,800,000 | ||||||||||||
Upon achievement of certain product and integration milestones | Privax Ltd | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Contingent consideration | 10,000,000 | ||||||||||||
Upon achievement of certain product and integration milestones | Flayvr Media Ltd | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Contingent consideration | $ 400,000 | ||||||||||||
Upon achievement of certain performance-based targets relating to future product sales | Privax Ltd | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Contingent consideration | $ 10,000,000 | ||||||||||||
Upon achievement of certain performance-based targets relating to future product sales | Flayvr Media Ltd | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Contingent consideration | $ 800,000 | ||||||||||||
[1] | Reflects the acquisition date fair value of the following additional cash consideration to be measured and expected to be paid in the third quarter of 2016 upon the achievement of the following: a. Payout of $10 million upon achievement of certain product and integration milestones; and b. Payout of $10 million upon achievement of certain performance-based targets relating to future product sales. | ||||||||||||
[2] | Consists of $9 million cash held in escrow, reported on the face of the consolidated balance sheets in short-term restricted cash, and other adjustments, including final working capital true-up. | ||||||||||||
[3] | Amortization for developed technology is recognized in cost of revenue. Amortization for trademarks and customer relationships is recognized in sales and marketing. | ||||||||||||
[4] | Reflects the acquisition date fair value of the following additional cash consideration to be remeasured at each reporting period and expected to be paid in the last quarter of 2016, upon the achievement of the following: | ||||||||||||
[5] | The purchase consideration was deferred for a period of 24 months after the acquisition date and serves as a security for the indemnification obligations of the selling shareholders. | ||||||||||||
[6] | Contingent consideration of up to $36,000 is expected to be paid to the selling shareholders in two installments within 24 months subsequent to the closing date, subject to Location Labs achieving certain financial metrics. As of December 31, 2015, $21,352 has been paid. The fair value is based on the interest rate in effect upon closing of the merger, or 5.75%. | ||||||||||||
[7] | Per the terms of the agreement, $17,500 was transferred into an escrow account to be disbursed over 15 months subsequent to the closing date and serves as security for the indemnification obligations of the selling shareholders and cash settlement of awards cancelled in connection with the merger. At acquisition, the amount in escrow included $2,850 of unrecognized compensation expense for future services. Accordingly, the revised consideration of $18,859 was recorded as deferred purchase consideration. As of December 31, 2014, $268 was recorded as accrued compensation expense and $2,582 remained unrecognized. | ||||||||||||
[8] | The purchase consideration was deferred for the period of 18 months after the acquisition date and serves as a security for the indemnification obligations of the selling shareholders. | ||||||||||||
[9] | The purchase consideration was deferred for the period of 24 months after the acquisition date and serves as a partial remedy for the indemnification obligations. |
Unaudited Proforma Financial In
Unaudited Proforma Financial Information (Detail) - Location Labs - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Business Acquisition, Pro Forma Information [Line Items] | ||
Pro forma net revenue | $ 401,376 | $ 434,470 |
Pro forma net income | $ 6,347 | $ 50,935 |
Adjustments Included in Prepara
Adjustments Included in Preparation of Unaudited Pro Forma Net Income (Detail) - Location Labs - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Historical net income of Location Labs prior to merger | $ (46,019) | $ 3,610 | |
Eliminate historical amortization of capitalized software | 3,614 | 2,712 | |
Amortization on intangible assets acquired | [1] | (9,727) | (12,287) |
Acquisition related costs | [2] | 9,026 | (9,026) |
Net adjustment to operating income | 2,913 | (18,601) | |
Eliminate historical Location Labs interest expense | [3] | 752 | 1,010 |
Interest expense on the new credit facility | [4] | (6,534) | (8,253) |
Amortization of deferred debt issuance costs related to the new credit facility | [5] | (466) | (589) |
Net adjustment to Other income and expense, net | (6,248) | (7,832) | |
Net adjustment to income tax (provision) benefit | 1,267 | 10,044 | |
Net adjustment to Net income | $ (48,087) | $ (12,779) | |
[1] | For the purpose of the pro forma income statements, amortization has been calculated straight-line over the estimated useful lives of the intangible assets recognized on acquisition. | ||
[2] | The supplemental pro forma net income for the year ended December 31, 2014 was adjusted to exclude costs of the merger incurred by the acquirer and acquiree of $9,026 and included in the supplemental pro forma net income for the year ended December 31, 2013. | ||
[3] | In accordance with the acquisition agreement, the Company fully repaid the external borrowings of Location Labs. Had the acquisition been consummated at the beginning of 2013, the external borrowings would have been repaid at the beginning of the year and there would have been no interest expense. | ||
[4] | The interest rates used for pro forma purposes are based on the rates to be in effect upon the closing of the merger. The interest rate on the terms loans under the new credit facility is 5.75% (based on an adjusted LIBOR rate plus a margin of 4.75% with a LIBOR floor of 1.00%). | ||
[5] | Reflects amortization expense with respect to an assumed aggregate debt issuance costs of $3,528 under the new credit facility. This expense has been calculated using the effective interest rate method. |
Adjustments Included in Prepa60
Adjustments Included in Preparation of Unaudited Pro Forma Net Income (Parenthetical) (Detail) - Location Labs - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Acquisition related costs | [1] | $ 9,026 | $ (9,026) | |
New Credit Facility | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Credit facility interest rate | 5.75% | |||
Credit facility interest rate, LIBOR floor | 1.00% | |||
Credit agreement, debt issuance cost | $ 3,528 | |||
New Credit Facility | LIBOR Rate | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Credit facility interest rate, above basis rate | 4.75% | |||
[1] | The supplemental pro forma net income for the year ended December 31, 2014 was adjusted to exclude costs of the merger incurred by the acquirer and acquiree of $9,026 and included in the supplemental pro forma net income for the year ended December 31, 2013. |
Cash and Cash Equivalents and61
Cash and Cash Equivalents and Restricted Cash - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Credit Facility | ||
Cash Cash Equivalents Short Term Investments and Restricted Investments [Line Items] | ||
Cash pledged as collateral to secure long term debt | $ 111,001 | $ 128,172 |
Restricted Cash Balances (Detai
Restricted Cash Balances (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Total restricted cash | $ 27,084 | $ 18,155 |
Current restricted cash | 26,858 | 1,995 |
Non-current restricted cash | 226 | 16,160 |
Acquisition Agreements | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Total restricted cash | 26,250 | 17,850 |
Office Lease Agreements | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Total restricted cash | 226 | 287 |
Other Restricted Cash | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Total restricted cash | $ 608 | $ 18 |
Trade Accounts Receivable, Ne63
Trade Accounts Receivable, Net - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Credit Facility | ||
Receivables [Line Items] | ||
Accounts receivable pledged as collateral to long term debt | $ 23,000 | $ 32,527 |
Trade Accounts Receivable (Deta
Trade Accounts Receivable (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Trade accounts receivable, gross | $ 37,565 | $ 37,730 | ||
Allowance for doubtful receivables | (878) | (1,092) | ||
Reserve for license cancellations and refunds | (970) | (1,231) | $ (1,182) | $ (2,067) |
Trade accounts receivable, net | $ 35,717 | $ 35,408 |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at beginning of period | $ 1,092 | $ 1,692 | $ 1,812 |
Charged to Operating expenses | 89 | (72) | 356 |
Amount written-off or used | (303) | (528) | (476) |
Balance at end of period | $ 878 | $ 1,092 | $ 1,692 |
Reserve for Software Returns (D
Reserve for Software Returns (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Revenue Recognition, Allowances [Line Items] | ||||
Balance at beginning of period | $ 1,231 | $ 1,182 | $ 2,067 | |
Charged against revenue | [1] | 11,574 | 10,943 | 9,074 |
Amount written-off or used | [1] | (11,835) | (10,894) | (9,959) |
Balance at end of period | $ 970 | $ 1,231 | $ 1,182 | |
[1] | Changes in the reserve for license cancellations and refunds are presented as gross amounts. |
Property and Equipment (Detail)
Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property Plant and Equipment Gross | $ 57,865 | $ 45,660 |
Less: accumulated depreciation | (34,357) | (27,660) |
Total property and equipment, net | 23,508 | 18,000 |
Computer Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant and Equipment Gross | 44,850 | 34,935 |
Office Furniture And Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant and Equipment Gross | 4,466 | 3,947 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant and Equipment Gross | 987 | 1,534 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant and Equipment Gross | $ 7,562 | $ 5,244 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Assets held under capital leases, gross value | $ 4,949 | $ 922 | $ 0 |
Assets held under capital leases, accumulated depreciation | 546 | 70 | 0 |
Capital lease obligations, assets held under capital lease | 4,174 | 493 | |
Depreciation expense, including impairments | 9,797 | 8,984 | $ 8,083 |
Government grant, related to certain capital expenditures | 0 | 1,565 | |
Credit Facility | Property and Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Assets pledged as collateral | $ 18,491 | $ 14,786 |
Intangible Assets (Detail)
Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 210,635 | $ 188,933 |
Accumulated Amortization | (104,916) | (67,098) |
Net Carrying Amount | 103,519 | |
Net Carrying Amount | 105,719 | 121,835 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 101,568 | 95,771 |
Accumulated Amortization | (33,359) | (16,660) |
Net Carrying Amount | 68,209 | 79,111 |
Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 63,720 | 52,275 |
Accumulated Amortization | (41,595) | (29,536) |
Net Carrying Amount | 22,125 | 22,739 |
Capitalized Internal-Use Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 26,558 | 25,832 |
Accumulated Amortization | (21,683) | (15,648) |
Net Carrying Amount | 4,875 | 10,184 |
Brand and domain names and other intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 18,486 | 14,752 |
Accumulated Amortization | (8,279) | (5,254) |
Net Carrying Amount | 10,207 | 9,498 |
Indefinite-lived trade names and other intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 303 | 303 |
Net Carrying Amount | $ 303 | $ 303 |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 39,325 | $ 24,511 | $ 16,814 |
Finite-lived intangible assets | 103,519 | ||
Intangible Assets under Development | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets | 1,897 | ||
Credit Facility | Intangible Assets | |||
Finite-Lived Intangible Assets [Line Items] | |||
Assets pledged as collateral | $ 26,498 | $ 32,653 |
Future Amortization Expense for
Future Amortization Expense for Intangible Assets (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Finite Lived Intangible Assets Future Amortization Expense [Line Items] | |
2,016 | $ 34,832 |
2,017 | 24,626 |
2,018 | 13,824 |
2,019 | 10,741 |
2,020 | 10,030 |
Thereafter | 9,466 |
Net Carrying Amount | $ 103,519 |
Changes in Carrying Amount of G
Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Goodwill [Line Items] | |||
Beginning Balance | $ 245,369 | $ 84,843 | |
Acquired through business combinations | [1] | 54,378 | 162,777 |
Effects of foreign currency exchange rate changes | (2,313) | (2,251) | |
Other | 0 | 0 | |
Ending Balance | 297,434 | 245,369 | |
Consumer | |||
Goodwill [Line Items] | |||
Beginning Balance | 216,904 | 67,874 | |
Acquired through business combinations | [1] | 53,809 | 149,852 |
Effects of foreign currency exchange rate changes | (366) | (822) | |
Other | 0 | 0 | |
Ending Balance | 270,347 | 216,904 | |
SMB | |||
Goodwill [Line Items] | |||
Beginning Balance | 28,465 | 16,969 | |
Acquired through business combinations | [1] | 570 | 12,925 |
Effects of foreign currency exchange rate changes | (1,947) | (1,429) | |
Other | 0 | 0 | |
Ending Balance | $ 27,088 | $ 28,465 | |
[1] | Includes measurement period adjustment of $4,798. See Note 3 for acquisitions completed in financial years ended December 31, 2014 and 2015. |
Changes in Carrying Amount of73
Changes in Carrying Amount of Goodwill (Parenthetical) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Line Items] | ||
Goodwill, measurement period adjustment | $ 4,798 | $ 4,798 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Goodwill [Line Items] | ||
Accumulated goodwill impairment losses | $ 0 | $ 0 |
Investments - Additional Inform
Investments - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 17, 2015 | May. 31, 2013 | Nov. 25, 2011 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Schedule of Investments [Line Items] | ||||||
Percentage of acquired interest | 15.00% | |||||
Purchase of investments | $ 9,750 | $ 500 | $ 160 | |||
Option description | In addition, on November 25, 2011, the Company entered into a put and call agreement with Scene. | |||||
Proceeds from sale of equity affiliate | $ 9,750 | 9,750 | ||||
Dividend income | $ 0 | $ 0 | $ 225 | |||
Wireless Interaction and NFC Accelerator 2013 B.V. | ||||||
Schedule of Investments [Line Items] | ||||||
Percentage of acquired interest | 10.00% | |||||
Purchase of investments | $ 160 | |||||
Kernel Labs LLC | ||||||
Schedule of Investments [Line Items] | ||||||
Percentage of acquired interest | 2.40% | |||||
Purchase of investments | $ 500 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |
May. 31, 2012 | Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||
Related party transactions | $ 0 | ||
Telefonica S.A. | |||
Related Party Transaction [Line Items] | |||
Revenue transaction with related party | $ 144,000 | ||
Receivable from related party | $ 57,000 | ||
Telefonica S.A. | Location Labs | |||
Related Party Transaction [Line Items] | |||
Contract term years | 3 years | ||
Renewal of contract terms | 1 year |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Oct. 15, 2014 | Apr. 25, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Debt Instrument [Line Items] | ||||||
Leverage ratio | 119.00% | 118.00% | ||||
Cash and cash equivalents | $ 123,767,000 | $ 138,907,000 | $ 42,349,000 | $ 51,890,000 | ||
Long-term debt | 223,392,000 | 224,925,000 | ||||
Amount used in leverage ratio calculation | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | 237,600,000 | |||||
Maximum | Amount used in leverage ratio calculation | ||||||
Debt Instrument [Line Items] | ||||||
Cash and cash equivalents | $ 75,000,000 | |||||
Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility amortization percentage | 1.00% | |||||
Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Accounts receivable pledged as collateral | 23,000,000 | 32,527,000 | ||||
Cash pledged as collateral to secure long term debt | 111,001,000 | 128,172,000 | ||||
Credit Facility | Inventories | ||||||
Debt Instrument [Line Items] | ||||||
Assets pledged as collateral | 1,019,000 | |||||
Credit Facility | Intangible Assets | ||||||
Debt Instrument [Line Items] | ||||||
Assets pledged as collateral | 26,498,000 | 32,653,000 | ||||
Credit Facility | Property and Equipment | ||||||
Debt Instrument [Line Items] | ||||||
Assets pledged as collateral | $ 18,491,000 | 14,786,000 | ||||
Credit Facility 2013 | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Increase in revolving credit facility | $ 50,000,000 | |||||
Credit Facility 2013 | Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility loan amount | $ 25,000,000 | |||||
Credit facility interest rate description | Facility A bore interest at a LIBOR rate plus a margin of 2.5% and if applicable, a mandated lead arranger rate and was payable monthly in arrears. | |||||
Credit facility repayments description | Facility A was repaid in six equal monthly installments. | |||||
Credit Facility 2013 | Term Loan | LIBOR Rate | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility interest rate, above the reference rate | 2.50% | |||||
Credit Facility 2013 | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility loan amount | $ 50,000,000 | |||||
Credit facility maturity term | 3 years | |||||
Credit facility interest rate description | Facility B had a final maturity date in three years and bore interest at a LIBOR rate plus a margin of 2.5% subject to specified consolidated financial ratios. | |||||
Credit Facility 2013 | Revolving Credit Facility | LIBOR Rate | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility interest rate, above the reference rate | 2.50% | |||||
Credit Facility 2014 | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility loan amount | $ 250,000,000 | |||||
Credit Facility 2014 | Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility loan amount | $ 200,000,000 | $ 230,000,000 | ||||
Credit facility maturity term | 6 years | |||||
Credit facility interest rate description | The Term Loan bears interest at an adjusted LIBOR rate plus 4.75% or a Base Rate plus 3.75% and in case of adjusted LIBOR a floor of 1.0% applies. The effective interest rate is 6.90% for the Term Loan. Interest on the Term Loan is payable in arrears. The Company determined that the floor of 1.0% is an embedded derivative, which is not required to be separately accounted for as a derivative under ASC 815, Derivatives and Hedging. | |||||
Credit facility effective interest rate | 6.90% | |||||
Credit facility interest rate, floor rate | 1.00% | |||||
Credit Facility 2014 | Term Loan | LIBOR Rate | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility interest rate, above the reference rate | 4.75% | |||||
Credit Facility 2014 | Term Loan | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility interest rate, above the reference rate | 3.75% | |||||
Credit Facility 2014 | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility loan amount | $ 50,000,000 | |||||
Credit facility maturity term | 5 years | |||||
Credit facility interest rate description | The RCF bearswould bear interest at an adjusted LIBOR rate plus 2.501.75% or a Base Rate plus 1.50%. This margin is dependent 0.75% based on the total net leverage ratio. Interest on the loan is payable in arrears. We must pay (i) a commitment fee of 0.50% per annum on the actual daily amount by which the revolving credit commitment exceeds then-outstanding loans and letters of credit under the RCF and (ii) a fronting fee of 0.125% per annum, calculated on the daily amount available to be drawn under each letterLeverage Ratio of 1.18. Interest on the loan is payable in arrears. We must pay (i) a commitment fee of 0.50% per annum on the actual daily amount by which the revolving credit commitment exceeds then-outstanding loans and letters of credit under the RCF and (ii) a fronting fee of 0.125% per annum, calculated on the daily amount available to be drawn under each letter of credit issued under the RCF | |||||
Leverage ratio | 119.00% | |||||
Commitment fee percentage per annum | 0.50% | |||||
Credit facility, fronting fee percentage | 0.125% | |||||
Credit Facility 2014 | Revolving Credit Facility | LIBOR Rate | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility interest rate, above the reference rate | 1.75% | |||||
Credit Facility 2014 | Revolving Credit Facility | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility interest rate, above the reference rate | 0.75% |
Covenant Calculation (Detail)
Covenant Calculation (Detail) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||
Covenant Description | Net Debt to Consolidated EBITDA | |
Ratio | 119.00% | 118.00% |
Favorable / (unfavorable) | 231.00% | 232.00% |
Maximum | ||
Debt Instrument [Line Items] | ||
Covenant Requirement | 350.00% | 350.00% |
Long-Term Debt Under Credit Fac
Long-Term Debt Under Credit Facility (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Line of Credit Facility [Line Items] | ||
Principal outstanding | $ 227,700 | $ 230,000 |
Unamortized original issue discount | (4,308) | (5,075) |
Total Debt | 223,392 | 224,925 |
Current portion | 2,300 | 2,300 |
Non-current portion | 221,092 | 222,625 |
Total Debt | 223,392 | 224,925 |
Total original issue discount to be amortized | 5,200 | 5,200 |
Unamortized deferred financing costs | $ 5,692 | $ 4,825 |
Mandatory Principal Payments un
Mandatory Principal Payments under Credit Agreement (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Line of Credit Facility [Line Items] | ||
Total | $ 227,700 | $ 230,000 |
Credit Facility | ||
Line of Credit Facility [Line Items] | ||
2,016 | 2,300 | |
2,017 | 2,300 | |
2,018 | 2,300 | |
2,019 | 2,300 | |
2,020 | 218,500 | |
Total | $ 227,700 |
Fair Value of Foreign Currency
Fair Value of Foreign Currency Contracts Outstanding (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative [Line Items] | |||
Assets-Fair Value | [1] | $ 405 | $ 697 |
Liabilities-Fair Value | [1] | 39 | 42 |
Foreign Exchange Contract | |||
Derivative [Line Items] | |||
Assets-Notional U.S. Dollar Equivalent | 75,815 | 27,778 | |
Assets-Fair Value | 405 | 697 | |
Liabilities-Notional U.S. Dollar Equivalent | 1,767 | 4,287 | |
Liabilities-Fair Value | $ 39 | $ 42 | |
[1] | Contract fair values are determined based on quoted prices for similar assets in active markets using inputs such as currency rates and forward points. |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Derivative [Line Items] | |||
Foreign currency contract gains (losses), net | $ 2,510 | $ 326 | $ (39) |
Assets and Liabilities Measured
Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Assets | |||
Time deposits | [1] | $ 5 | |
Foreign currency contracts | [2] | 405 | $ 697 |
Total assets measured at fair value | 410 | 697 | |
Liabilities: | |||
Foreign currency contracts | [2] | 39 | 42 |
Contingent purchase consideration liabilities | [3] | 25,358 | 34,320 |
Total liabilities measured at fair value | 25,397 | 34,362 | |
Fair Value, Inputs, Level 2 | |||
Assets | |||
Time deposits | [1] | 5 | |
Foreign currency contracts | [2] | 405 | 697 |
Total assets measured at fair value | 410 | 697 | |
Liabilities: | |||
Foreign currency contracts | [2] | 39 | 42 |
Total liabilities measured at fair value | 39 | 42 | |
Fair Value, Inputs, Level 3 | |||
Liabilities: | |||
Contingent purchase consideration liabilities | [3] | 25,358 | 34,320 |
Total liabilities measured at fair value | $ 25,358 | $ 34,320 | |
[1] | Time deposits are classified as part of cash and cash equivalents on the consolidated balance sheets. | ||
[2] | Contract fair values are determined based on quoted prices for similar assets in active markets using inputs such as currency rates and forward points. | ||
[3] | The fair values of the contingent purchase consideration liabilities are determined for each arrangement individually. The fair value is determined using the income approach with significant inputs that are not observable in the market. Key assumptions include discount rates consistent with the level of risk of achievement and probability adjusted financial projections. The expected outcomes are recorded at net present value, which requires adjustment over the life of the instruments for changes in risks and probabilities. |
Summary of Changes In Value of
Summary of Changes In Value of Company's Level 3 Financial Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair value at beginning of period | $ 34,320 | $ 1,984 | $ 3,395 | |
Additions due to acquisitions | 19,466 | 33,856 | ||
Change in fair value of Level 3 liabilities | [1] | (6,623) | 730 | 1,237 |
Effects of foreign currency exchange | 300 | |||
Payments/release of contingent consideration | (22,105) | (2,250) | (2,648) | |
Fair value at end of period | $ 25,358 | $ 34,320 | $ 1,984 | |
[1] | The changes in fair value of the contingent purchase consideration liabilities were due to the passage of time and changes in the probability of achievement used to develop the estimate. |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Fair value of long term debt | $ 227,700 | $ 230,000 |
Carrying value of long term debt | $ 223,392 | $ 224,925 |
Other Current Assets (Detail)
Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Prepaid And Other Current Assets [Line Items] | ||
Income tax receivable | $ 6,527 | $ 2,110 |
VAT receivable | 1,785 | 1,666 |
Withholding tax receivable | 345 | 137 |
Foreign currency contracts | 405 | 697 |
Receivable related to legal claims | 657 | |
Advances for share repurchases | 1,949 | |
Other receivables | 2,734 | 1,173 |
Government grants | 143 | |
Lease allowance | 486 | |
Total other current assets | $ 14,888 | $ 5,926 |
Other Non-Current Assets (Detai
Other Non-Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Other Noncurrent Assets [Line Items] | ||
Prepayments | $ 356 | $ 555 |
Unamortized deferred financing costs | 5,692 | 6,222 |
Other non-current assets | 77 | 707 |
Total other non-current assets | $ 6,125 | $ 7,484 |
Accrued Compensation and Benefi
Accrued Compensation and Benefits (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of Accrued Liabilities [Line Items] | ||
Salary and related benefits | $ 6,037 | $ 5,146 |
Accrued vacation | 3,175 | 3,908 |
Accrued incentive payments | 8,293 | 7,280 |
Severance accrual | 523 | 210 |
Total accrued compensation and benefits | $ 18,028 | $ 16,544 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accrued Expenses and Other Current Liabilities [Line Items] | ||
Accrued legal and professional fees | $ 7,226 | $ 8,939 |
Accrued marketing | 3,589 | 3,673 |
Accrued rent and service costs | 1,067 | 575 |
Accrued sale commissions, rebates and discounts | 2,762 | 2,252 |
Other accrued expenses | 13,156 | 14,011 |
Deferred purchase consideration | 28,263 | 2,559 |
Contingent purchase consideration | 25,358 | 20,690 |
Other financial liabilities | 39 | 42 |
Capital lease obligation | 1,427 | 357 |
Total accrued expenses and other current liabilities | $ 82,887 | $ 53,098 |
Other Non-Current Liabilities (
Other Non-Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule Of Other Liabilities Noncurrent [Line Items] | ||
Deferred rent | $ 2,649 | $ 1,891 |
Deferred purchase consideration | 490 | 15,187 |
Contingent purchase consideration | 13,630 | |
Retirement benefit plan | 854 | 932 |
Non-current capital lease obligation | 2,747 | 136 |
Other | 562 | 198 |
Total other non-current liabilities | $ 7,302 | $ 31,974 |
Advertising Costs - Additional
Advertising Costs - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Advertising Expense | $ 34,567 | $ 33,825 | $ 34,550 |
Other Income and Expense, net92
Other Income and Expense, net (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Components of Other Income (Expense) [Line Items] | |||
Interest income | $ 121 | $ 103 | $ 90 |
Interest on long-term debt | (13,732) | (3,251) | (3,605) |
Amortization of financing costs and loan discount | (1,806) | (494) | (4,127) |
Bank charges and other finance costs | (396) | (252) | (222) |
Interest and finance costs | (15,934) | (3,997) | (7,954) |
Foreign currency exchange transaction gains (losses), net | (2,190) | (1,757) | 296 |
Foreign currency contract (losses) gains, net | 2,510 | 326 | (39) |
Dividend income | 0 | 0 | 225 |
Other | 4 | 3 | |
Other, net | 324 | (1,431) | 485 |
Total other expense, net | $ (15,489) | $ (5,325) | $ (7,379) |
Restructuring Charges (Detail)
Restructuring Charges (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Financial Restructuring [Line Items] | |||
Employee severance pay and related costs | $ 3,109 | $ 2,099 | $ 2,901 |
Non-cancelable lease, contract termination, and other charges | 232 | 228 | 652 |
Other non-cash charges | 282 | 1,181 | 526 |
Total restructuring charges | 3,623 | 3,508 | 4,079 |
2012/13 Restructuring | |||
Financial Restructuring [Line Items] | |||
Employee severance pay and related costs | 1,007 | ||
Non-cancelable lease, contract termination, and other charges | 232 | 228 | 652 |
Total restructuring charges | 232 | 228 | 1,659 |
2013/14 Restructuring | |||
Financial Restructuring [Line Items] | |||
Employee severance pay and related costs | 402 | 1,894 | |
Other non-cash charges | 1,181 | 526 | |
Total restructuring charges | 1,583 | $ 2,420 | |
Australia Restructuring | |||
Financial Restructuring [Line Items] | |||
Employee severance pay and related costs | 277 | ||
Total restructuring charges | 277 | ||
2014 Restructuring | |||
Financial Restructuring [Line Items] | |||
Employee severance pay and related costs | 107 | 1,420 | |
Total restructuring charges | 107 | $ 1,420 | |
2015 Restructuring | |||
Financial Restructuring [Line Items] | |||
Employee severance pay and related costs | 3,002 | ||
Other non-cash charges | 282 | ||
Total restructuring charges | $ 3,284 |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring related costs and change in estimates | $ 3,623 | $ 3,508 | $ 4,079 |
Amortization expense | 39,325 | 24,511 | 16,814 |
2012/13 Restructuring | Closure and Other Contractual Liabilities | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring liability | 911 | 1,025 | |
Cost of revenue | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring related costs and change in estimates | 301 | 28 | 93 |
Sales and marketing | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring related costs and change in estimates | 1,300 | 1,113 | 1,551 |
Research and development | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring related costs and change in estimates | 1,245 | 1,406 | 574 |
Research and development | Capitalized Internal-Use Software | |||
Restructuring Cost and Reserve [Line Items] | |||
Amortization expense | 1,181 | ||
General and administrative | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring related costs and change in estimates | 777 | $ 961 | $ 1,861 |
Depreciation expense | $ 282 |
Summary of Changes in Rationali
Summary of Changes in Rationalization of Operations related Liabilities (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Severance and Other Benefits | 2015 Restructuring | |
Restructuring Cost and Reserve [Line Items] | |
Costs incurred and charged to expense | $ 3,002 |
Costs paid | (1,795) |
Effects of foreign currency exchange | (10) |
Ending balance | 1,197 |
Cumulative costs incurred to date | 3,284 |
Severance and Other Benefits | 2014 Restructuring | |
Restructuring Cost and Reserve [Line Items] | |
Beginning balance | 508 |
Costs incurred and charged to expense | 107 |
Costs paid | (488) |
Effects of foreign currency exchange | (25) |
Ending balance | 102 |
Cumulative costs incurred to date | 1,527 |
Closure and Other Contractual Liabilities | 2012/13 Restructuring | |
Restructuring Cost and Reserve [Line Items] | |
Beginning balance | 1,025 |
Costs incurred and charged to expense | 232 |
Costs paid | (238) |
Effects of foreign currency exchange | (108) |
Ending balance | 911 |
Cumulative costs incurred to date | $ 7,265 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Commitments and Contingencies Disclosure [Line Items] | ||||
Lease expire year | 2,025 | |||
Rent expense | $ 10,547 | $ 7,437 | $ 7,615 | |
Contingent purchase consideration liabilities | [1] | 25,358 | 34,320 | |
Non-compete agreement | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Payment under non-competition agreement | 0 | 299 | 805 | |
Business Combinations | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Compensation expense | $ 3,828 | $ 3,029 | $ 6,316 | |
Other contingent purchase consideration, expected payment period | 10 months | |||
Business Combinations | Maximum | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Business acquisitions future compensation expenses | $ 1,303 | |||
[1] | The fair values of the contingent purchase consideration liabilities are determined for each arrangement individually. The fair value is determined using the income approach with significant inputs that are not observable in the market. Key assumptions include discount rates consistent with the level of risk of achievement and probability adjusted financial projections. The expected outcomes are recorded at net present value, which requires adjustment over the life of the instruments for changes in risks and probabilities. |
Minimum Future Lease Payments (
Minimum Future Lease Payments (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Future Minimum Payments Under Non-Cancelable Operating Leases With Initial Terms Of One-Year Or More [Line Items] | |
2,016 | $ 9,946 |
2,017 | 7,207 |
2,018 | 6,223 |
2,019 | 5,908 |
2,020 | 3,755 |
Thereafter | 8,235 |
Total minimum future lease payments, lease | 41,274 |
2,016 | (476) |
2,017 | (394) |
2,018 | (255) |
2,019 | (232) |
2,020 | (180) |
Thereafter | (180) |
Total minimum future lease payments, sublease income | (1,717) |
2,016 | 9,470 |
2,017 | 6,813 |
2,018 | 5,968 |
2,019 | 5,676 |
2,020 | 3,575 |
Thereafter | 8,055 |
Total minimum future lease payments, Net lease | $ 39,557 |
Purchase Obligations (Detail)
Purchase Obligations (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Recorded Unconditional Purchase Obligation [Line Items] | |
2,016 | $ 10,756 |
2,017 | 4,832 |
2,018 | 231 |
2,019 | 2 |
2,020 | 0 |
Thereafter | 0 |
Total minimum future purchase obligations | $ 15,821 |
Segment, Revenue Per Product 99
Segment, Revenue Per Product and Services, Geographic and Major Customer Information - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2015Segment | |
Segment Reporting Information [Line Items] | |
Number of operating segment | 2 |
Information by Segment and Reco
Information by Segment and Reconciliation (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 428,311 | $ 374,073 | $ 407,113 |
Operating income | 74,934 | 79,338 | 110,099 |
Interest income | 121 | 103 | 90 |
Interest and finance cost | (15,934) | (3,997) | (7,954) |
Other, net | 324 | (1,431) | 485 |
Other income and expense, net | (15,489) | (5,325) | (7,379) |
Income before income taxes | 59,445 | 74,013 | 102,720 |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenue | 428,311 | 374,073 | 407,113 |
Operating income | 170,901 | 160,040 | 178,611 |
Operating Segments | Consumer | |||
Segment Reporting Information [Line Items] | |||
Revenue | 364,423 | 315,611 | 357,855 |
Operating income | 181,256 | 157,785 | 165,107 |
Operating Segments | SMB | |||
Segment Reporting Information [Line Items] | |||
Revenue | 63,888 | 58,462 | 49,258 |
Operating income | (10,355) | 2,255 | 13,504 |
Segment Reconciling Items | |||
Segment Reporting Information [Line Items] | |||
Global operating costs | (46,050) | (39,959) | (38,738) |
Share-based compensation | (14,253) | (12,376) | (8,927) |
Acquisition amortization | (30,993) | (18,683) | (12,272) |
Other adjustments | $ (4,671) | $ (9,684) | $ (8,574) |
Revenue Attributed to Countries
Revenue Attributed to Countries (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Revenue: | ||||
Revenues | $ 428,311 | $ 374,073 | $ 407,113 | |
United States | ||||
Revenue: | ||||
Revenues | 231,540 | 189,421 | 202,012 | |
United Kingdom | ||||
Revenue: | ||||
Revenues | 58,481 | 53,353 | 56,220 | |
Netherlands | ||||
Revenue: | ||||
Revenues | 9,299 | 8,561 | 10,178 | |
Other Countries | ||||
Revenue: | ||||
Revenues | [1] | $ 128,991 | $ 122,738 | $ 138,703 |
[1] | No individual country represented more than 10% of the respective totals. |
Property and Equipment, Net, by
Property and Equipment, Net, by Country (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Long-lived assets: | |||
Property Plant And Equipment Net | $ 23,508 | $ 18,000 | |
Netherlands | |||
Long-lived assets: | |||
Property Plant And Equipment Net | 284 | 332 | |
Czech Republic | |||
Long-lived assets: | |||
Property Plant And Equipment Net | 9,469 | 9,431 | |
United States | |||
Long-lived assets: | |||
Property Plant And Equipment Net | 9,445 | 6,462 | |
Canada | |||
Long-lived assets: | |||
Property Plant And Equipment Net | 2,203 | ||
Other Countries | |||
Long-lived assets: | |||
Property Plant And Equipment Net | [1] | $ 2,107 | $ 1,775 |
[1] | No individual country represented more than 10% of the respective totals. |
Revenues Derived from Major Cus
Revenues Derived from Major Customers in Percentages of Total Revenue (Detail) - Sales Revenue, Net - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Yahoo | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue derived from major customer | 15.00% | 15.00% | 9.00% |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue derived from major customer | 3.00% | 9.00% | 28.00% |
Accounts Receivable Balance wit
Accounts Receivable Balance with Major Customers in Percentage of Total Accounts Receivable (Detail) - Accounts Receivable - Credit Concentration Risk | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Yahoo | ||
Accounts Receivable [Line Items] | ||
Account receivable derived from major customer | 19.00% | 21.00% |
Accounts Receivable [Line Items] | ||
Account receivable derived from major customer | 3.00% | 5.00% |
Authorized, Issued and Outstand
Authorized, Issued and Outstanding Ordinary Shares (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Shareholders Equity [Line Items] | ||
Shares Authorized | 120,000,000 | 120,000,000 |
Shares issued | 54,763,151 | 54,763,151 |
Shares Outstanding | 51,628,104 | 51,641,505 |
Par value | $ 727 | $ 727 |
Ordinary Shares | ||
Shareholders Equity [Line Items] | ||
Shares Authorized | 120,000,000 | 120,000,000 |
Shares issued | 54,763,151 | 54,763,151 |
Shares Outstanding | 51,628,104 | 51,641,505 |
Par value | $ 727 | $ 727 |
Ordinary and Preferred Shares -
Ordinary and Preferred Shares - Additional Information (Detail) - USD ($) | 1 Months Ended | 2 Months Ended | 6 Months Ended | 12 Months Ended | 24 Months Ended | ||||
Dec. 28, 2015 | Nov. 30, 2015 | Aug. 12, 2014 | May. 10, 2014 | Nov. 05, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
Shareholders Equity [Line Items] | |||||||||
Preferred Stock, Liquidation Rights | Each holder of the preference shares outstanding (if issued), the amount due on the preference shares, increased by a percentage equal to the average one-month EURIBOR, weighted to reflect the number of days for which the payment is made, plus a premium to be determined by the Management Board, subject to the approval of the Supervisory Board, of at least one percentage point and at most four percentage points, depending on the prevailing market conditions, calculated over each year or part of a year of the period commencing on the first day following the period over which the last distribution on the preference shares was paid and ending on the day of the payment on the preference shares. The previous sentence does not apply if the preference shares outstanding were issued and paid at the expense of the Company’s reserves. The balance remaining thereafter will be distributed to the holders of ordinary shares. All distributions on ordinary shares will be made in proportion to the number of ordinary shares held by each shareholder. | ||||||||
Voting rights | Each of the ordinary shares is entitled to one vote. Decisions of General Meetings of Shareholders are taken by an absolute majority of valid votes cast, except where the laws of the Netherlands or the articles of association provide otherwise. | ||||||||
Preferred Stock, Participation Rights | The preference shares, if issued, would be entitled to receive annual preferential dividends of €1,000 in aggregate if the preference shares are fully paid up at the expense of the Company‘s reserves or, in other cases, of a percentage equal to the average one-month EURIBOR, weighted to reflect the number of days for which the payment is made, plus a premium to be determined by the Management Board, subject to the approval of the Supervisory Board, of at least one percentage point and at most four percentage points, depending on the prevailing market conditions. Distributions on the preference shares are calculated over the paid-up part of their nominal value. | ||||||||
Repurchase of own shares, value | $ 14,617,000 | $ 35,334,000 | $ 43,411,000 | ||||||
Treasury stock, reissued shares | 727,931 | 387,661 | |||||||
Treasury stock, shares | 3,135,047 | 3,121,646 | 3,121,646 | ||||||
Treasury stock, value | $ 61,297,000 | $ 60,858,000 | $ 60,858,000 | ||||||
Former Employee | |||||||||
Shareholders Equity [Line Items] | |||||||||
Repurchase of own shares | 50,000 | ||||||||
Repurchase of own shares, value | $ 1,066,000 | ||||||||
2015 Share Repurchase Program | |||||||||
Shareholders Equity [Line Items] | |||||||||
Repurchase of own shares | 354,206 | 337,126 | 691,332 | ||||||
Maximum number of shares authorized under shares repurchase program, amount | $ 40,000,000 | ||||||||
Maximum number of shares authorized under shares repurchase program | 1,666,667 | ||||||||
2015 Share Repurchase Program | First Tranche | |||||||||
Shareholders Equity [Line Items] | |||||||||
Ordinary shares repurchased | 691,332 | ||||||||
Ordinary shares repurchased, value | $ 13,551,000 | ||||||||
Ordinary shares repurchased, weighted average price per share | $ 19.60 | ||||||||
2013/2014 Share Repurchase Program | |||||||||
Shareholders Equity [Line Items] | |||||||||
Repurchase of own shares | 1,896,786 | 2,103,214 | 4,000,000 | ||||||
Repurchase of own shares, value | $ 35,334,000 | $ 43,411,000 | $ 78,745,000 | ||||||
2013/2014 Share Repurchase Program | First Tranche | |||||||||
Shareholders Equity [Line Items] | |||||||||
Ordinary shares repurchased | 1,500,000 | ||||||||
Ordinary shares repurchased, value | $ 33,110,000 | ||||||||
Ordinary shares repurchased, weighted average price per share | $ 22.07 | ||||||||
2013/2014 Share Repurchase Program | Second Tranche | |||||||||
Shareholders Equity [Line Items] | |||||||||
Ordinary shares repurchased | 1,132,059 | ||||||||
Ordinary shares repurchased, value | $ 19,722,000 | ||||||||
Ordinary shares repurchased, weighted average price per share | $ 17.42 | ||||||||
2013/2014 Share Repurchase Program | Third and Final Tranche | |||||||||
Shareholders Equity [Line Items] | |||||||||
Ordinary shares repurchased | 1,367,941 | ||||||||
Ordinary shares repurchased, value | $ 25,912,000 | ||||||||
Ordinary shares repurchased, weighted average price per share | $ 18.94 |
Summary of Share Repurchases (D
Summary of Share Repurchases (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | 24 Months Ended | |||
Dec. 28, 2015 | Nov. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
Share Repurchases [Line Items] | ||||||
Dollar amount of shares repurchased | $ 14,617 | $ 35,334 | $ 43,411 | |||
2013/2014 Share Repurchase Program | ||||||
Share Repurchases [Line Items] | ||||||
Total number of shares repurchased | 1,896,786 | 2,103,214 | 4,000,000 | |||
Dollar amount of shares repurchased | $ 35,334 | $ 43,411 | $ 78,745 | |||
Average price paid per share | $ 18.63 | $ 20.64 | $ 19.69 | |||
2013/2014 Share Repurchase Program | Minimum | ||||||
Share Repurchases [Line Items] | ||||||
Average price paid per share | 15.48 | 15.89 | 15.48 | |||
2013/2014 Share Repurchase Program | Maximum | ||||||
Share Repurchases [Line Items] | ||||||
Average price paid per share | $ 21 | $ 26.16 | $ 26.16 | |||
2015 Share Repurchase Program | ||||||
Share Repurchases [Line Items] | ||||||
Total number of shares repurchased | 354,206 | 337,126 | 691,332 | |||
Average price paid per share | $ 19.65 | $ 19.56 | $ 19.60 | |||
Maximum number of shares that may yet be purchased under the program | 975,335 | 1,329,541 |
Changes of Redeemable Non Contr
Changes of Redeemable Non Controlling Interest (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Redeemable Noncontrolling Interest [Line Items] | ||
Beginning balance | $ 40,040 | |
Redeemable non-controlling interest upon acquisition | $ 39,498 | |
Net income attributable to non-controlling interests | 35 | 8 |
Redemption value adjustment charged against retained earnings | 1,925 | 534 |
Redemption of Class B-1 shares | (25,200) | |
Ending balance | $ 16,800 | $ 40,040 |
Share-Based Compensation Expens
Share-Based Compensation Expense under 2009 Option Plan (Detail) - 2009 Option Plan - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Compensation Related Costs Disclosure [Line Items] | |||
Share Based Compensation Expense | $ (14,253) | $ (12,376) | $ (8,927) |
Cost of revenue | |||
Compensation Related Costs Disclosure [Line Items] | |||
Share Based Compensation Expense | (148) | (58) | (40) |
Research and development | |||
Compensation Related Costs Disclosure [Line Items] | |||
Share Based Compensation Expense | (2,750) | (2,495) | (1,013) |
Sales and marketing | |||
Compensation Related Costs Disclosure [Line Items] | |||
Share Based Compensation Expense | (2,968) | (1,556) | (1,172) |
General and administrative | |||
Compensation Related Costs Disclosure [Line Items] | |||
Share Based Compensation Expense | $ (8,387) | $ (8,267) | $ (6,702) |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) € in Millions | Aug. 19, 2011EUR (€) | Mar. 31, 2013USD ($) | Mar. 31, 2013EUR (€) | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($) | Jun. 19, 2013shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Option conversion rate | shares | 1 | ||||||
Unvested Share Option Not Yet Recognized | $ 4,376,000 | ||||||
Share Based Compensation Relating to Unvested Shares recognition Period | 1 year 8 months 12 days | ||||||
Stock Option Repurchased | $ 0 | $ 0 | $ 702,000 | ||||
Share Based Compensation expense | $ 14,253,000 | $ 12,376,000 | 8,927,000 | ||||
Market Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share Based Compensation Relating to Unvested Shares recognition Period | 1 year 6 months | ||||||
Unvested share not yet recognized | $ 277,000 | ||||||
Outstanding unvested stock | shares | 100,000 | 100,000 | |||||
Restricted Stock Units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share Based Compensation Relating to Unvested Shares recognition Period | 1 year 2 months 19 days | ||||||
Unvested share not yet recognized | $ 5,956,000 | ||||||
Aggregate vested shares withheld in payment of withholding tax obligations | shares | 113,877 | 64,106 | |||||
Restricted Stock Units (RSUs) | Treasury Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Outstanding unvested stock | shares | 0 | ||||||
Stock Options And Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Option and restricted stock available for future grant | shares | 12,209,948 | ||||||
Share based compensation by share based payment award options and restricted stock units, vesting period | 4 years | ||||||
Share based compensation by share based payment award options granted contractual life | 10 years | ||||||
Share based compensation arrangement by share based payment award options and restricted stock units, vesting right | Options and restricted share units generally vest over a period of four years, whereby 25% of the options vest on the first anniversary of the start date and the remaining options vest quarterly thereafter, in equal portions during the remaining vesting period. | ||||||
Stock Options And Restricted Stock Units | Management Board | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Aggregate number of shares authorized for future grant | shares | 500,000 | ||||||
Performance-based Restricted Share Unit Awards | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share based compensation by share based payment award options and restricted stock units, vesting period | 2 years | ||||||
Tune Up | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total value of shares to be issued which are subject to continued employment | € | € 11.5 | ||||||
Share Based Compensation expense | $ 2,900,000 | € 2 | |||||
Liability in relation to share based compensation accounted for cash settlement | $ 0 | $ 0 | |||||
Tune Up | General and administrative | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share Based Compensation Expense | $ 0 | $ 0 | $ 3,133,000 |
Stock Option Activity (Detail)
Stock Option Activity (Detail) - Employee Stock Option - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Number of Share Options | ||||
Outstanding at beginning of period | 3,241,511 | |||
Granted | 815,500 | 1,034,870 | 1,519,080 | |
Cancelled | 0 | |||
Exercised | (651,965) | |||
Expired | (26,783) | |||
Forfeited | (272,355) | |||
Repurchased | 0 | |||
Outstanding at end of period | 3,105,908 | 3,241,511 | ||
Vested and Expected to Vest at the end of period | 2,997,994 | |||
Exercisable at the end of period | 1,622,512 | |||
Weighted-Average Exercise | ||||
Outstanding at beginning of period | $ 18.67 | |||
Granted | 23.22 | |||
Cancelled | 0 | |||
Exercised | 16.64 | |||
Expired | 21.20 | |||
Forfeited | 18.65 | |||
Repurchased | 0 | |||
Outstanding at end of period | 20.27 | $ 18.67 | ||
Vested and Expected to Vest at the end of period | 20.21 | |||
Exercisable at the end of period | $ 19.14 | |||
Weighted Average Remaining Contractual Term (Years) | ||||
Outstanding | 7 years 8 months 19 days | 8 years 11 days | ||
Vested and Expected to Vest at the end of period | 7 years 8 months 5 days | |||
Exercisable at the end of period | 6 years 11 months 1 day | |||
Aggregate Intrinsic | ||||
Outstanding | [1] | $ 4,850 | $ 7,097 | |
Vested and Expected to Vest at the end of period | [1] | 4,793 | ||
Exercisable at the end of period | [1] | $ 3,790 | ||
[1] | Intrinsic value is calculated as the difference between the fair value of the Company's ordinary shares as of the end of each reporting period and the exercise price of the option. |
Additional Information Regardin
Additional Information Regarding Share Option Outstanding (Detail) - Employee Stock Option | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number of Options Outstanding | shares | 3,105,911 |
Option Outstanding weighted-Average Remaining Life (Years) | 7 years 8 months 19 days |
Weighted- Average Exercise Price Per Share | $ 20.27 |
$0.01-$5.00 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Strike price, minimum | 0.01 |
Strike price, maximum | $ 5 |
Option Outstanding weighted-Average Remaining Life (Years) | 0 years |
$5.00-$12.00 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Strike price, minimum | $ 5 |
Strike price, maximum | $ 12 |
Number of Options Outstanding | shares | 67,721 |
Option Outstanding weighted-Average Remaining Life (Years) | 3 years 5 months 9 days |
Weighted- Average Exercise Price Per Share | $ 8.10 |
$12.00-$20.00 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Strike price, minimum | 12 |
Strike price, maximum | $ 20 |
Number of Options Outstanding | shares | 1,624,640 |
Option Outstanding weighted-Average Remaining Life (Years) | 7 years 5 months 5 days |
Weighted- Average Exercise Price Per Share | $ 17.56 |
$20.00-$25.00 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Strike price, minimum | 20 |
Strike price, maximum | $ 25.72 |
Number of Options Outstanding | shares | 1,413,550 |
Option Outstanding weighted-Average Remaining Life (Years) | 8 years 3 months 7 days |
Weighted- Average Exercise Price Per Share | $ 23.95 |
Summary of Weighted-Average Ass
Summary of Weighted-Average Assumptions (Detail) - Employee Stock Option - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk free interest rate | 1.42% | 1.23% | 0.83% |
Weighted-average expected lives (years) | 4 years 6 months | 4 years | 4 years |
Volatility | 38.26% | 39.56% | 36.71% |
Dividend Yield | 0.00% | 0.00% | 0.00% |
Weighted-average grant date fair value (per share) | $ 7.83 | $ 6.61 | $ 5.91 |
Value Granted (total) | $ 6,385 | $ 6,844 | $ 8,979 |
Number granted in year | 815,500 | 1,034,870 | 1,519,080 |
Summary of Market Restricted St
Summary of Market Restricted Stock Units Activity (Detail) - Market Restricted Stock Units | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Number of market restricted stock unit | |
Outstanding at beginning of period | shares | 100,000 |
Granted | shares | 0 |
Paid | shares | 0 |
Forfeited | shares | 0 |
Outstanding at end of period | shares | 100,000 |
Weighted-average ordinary fair value per share at grant date | |
Beginning Balance | $ / shares | $ 5.56 |
Granted | $ / shares | 0 |
Paid | $ / shares | 0 |
Forfeited | $ / shares | 0 |
Ending Balance | $ / shares | $ 5.56 |
Summary of Restricted Stock Uni
Summary of Restricted Stock Units Activity (Detail) - Restricted Stock and Stock Units | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Number of restricted stock and stock units | |
Outstanding at beginning of period | shares | 825,000 |
Granted | shares | 618,500 |
Paid | shares | (250,000) |
Forfeited | shares | (61,355) |
Outstanding at end of period | shares | 1,132,145 |
Weighted-average ordinary fair value per share at grant date | |
Beginning Balance | $ / shares | $ 19.95 |
Granted | $ / shares | 21.98 |
Paid | $ / shares | 19.87 |
Forfeited | $ / shares | 14.76 |
Ending Balance | $ / shares | $ 21.22 |
401(K) Plans - Additional Infor
401(K) Plans - Additional Information (Detail) - Defined Contribution Pension Plan 401k - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Expenses | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Defined contribution amount contributed | $ 665 | $ 480 | $ 380 |
Maximum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Defined contribution, employer contribution percentage | 4.00% | 4.00% | 4.00% |
Change in Benefit Obligation Fa
Change in Benefit Obligation Fair Value Plan Assets and Funded Status (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Defined Benefit Plan Disclosure [Line Items] | |||
Funded status | $ (825) | $ (897) | |
Benefit Obligations | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Benefit obligation at beginning of year | (2,438) | ||
Service cost | (165) | (26) | |
Past year service cost | 85 | ||
Interest cost | (32) | (6) | |
Contributions by plan participants | 67 | 12 | |
Benefit payments | 386 | 22 | |
Benefit obligations of businesses acquired | (2,424) | ||
Actuarial loss | (108) | (94) | |
Other | 126 | 36 | |
Exchange rate differences | 80 | 66 | |
Benefit obligation at end of year | (2,133) | (2,438) | |
Plan Assets | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at Beginning of year | [1] | 1,541 | |
Actual return on plan assets | 25 | 10 | |
Contributions by employer | 119 | 22 | |
Contributions by plan participants | 67 | 12 | |
Benefit payments | 386 | 22 | |
Plan assets of businesses acquired | 1,562 | ||
Other | (10) | (1) | |
Exchange rate differences | (48) | (42) | |
Fair value of plan assets at end of year | [1] | $ 1,308 | $ 1,541 |
[1] | As of January 1, 2015, Norman Data Defense Systems AG changed the pension fund to AXA collective funds. The disclosed asset allocation for December 31, 2014 corresponds to the asset allocation of the current pension fund as of January 1, 2015. |
Defined Benefit Plan - Addition
Defined Benefit Plan - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Accumulated benefit obligation | $ 2,100 | $ 2,400 |
Accumulated amount recognized in Other comprehensive income | $ 199 |
Defined Benefit Plan (Detail)
Defined Benefit Plan (Detail) - Defined Benefit Plan - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 165 | $ 26 |
Prior year service cost | (38) | |
Interest cost | 32 | 6 |
Expected return on plan assets | (41) | (7) |
Curtailments/settlements | (126) | |
Administration expenses | 11 | 1 |
Net periodic benefit cost | $ 3 | $ 26 |
Weighted-Average Assumptions Us
Weighted-Average Assumptions Used to Determine Benefit Obligation (Detail) - Benefit Obligations | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Benefit Obligations Weighted Average Assumptions [Line Items] | ||
Discount rate | 0.80% | 1.25% |
Rate of compensation increase | 2.00% | 2.00% |
Pension increase assumption | 0.25% |
Weighted-Average Assumptions121
Weighted-Average Assumptions Used to Determine Net Periodic Benefit Cost (Detail) - Benefit Costs | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Benefit Obligations Weighted Average Assumptions [Line Items] | ||
Discount rate | 0.80% | 1.50% |
Expected long-term rate of return on plan assets | 1.25% | 2.50% |
Rate of compensation increase | 2.00% | 2.00% |
Asset Allocation of New Insuran
Asset Allocation of New Insurance Company on a Weighted Average Basis (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Defined Benefit Plan Disclosure [Line Items] | |||
Target allocation | [1] | 100.00% | 100.00% |
Plan Assets | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target allocation | [1] | $ 1,308 | $ 1,541 |
Equity | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target allocation | [1] | 25.00% | 25.00% |
Equity | Plan Assets | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target allocation | [1] | $ 325 | $ 379 |
Fixed Income | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target allocation | [1] | 54.00% | 31.00% |
Fixed Income | Plan Assets | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target allocation | [1] | $ 709 | $ 477 |
Real Estate | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target allocation | [1] | 9.00% | 41.00% |
Real Estate | Plan Assets | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target allocation | [1] | $ 119 | $ 638 |
Other Assets | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target allocation | [1] | 12.00% | 3.00% |
Other Assets | Plan Assets | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target allocation | [1] | $ 155 | $ 47 |
[1] | As of January 1, 2015, Norman Data Defense Systems AG changed the pension fund to AXA collective funds. The disclosed asset allocation for December 31, 2014 corresponds to the asset allocation of the current pension fund as of January 1, 2015. |
Asset Allocation of New Insu123
Asset Allocation of New Insurance Company on a Weighted Average Basis (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | |
Asset allocation date of current pension fund | Jan. 1, 2015 |
Estimated Future Benefit Paymen
Estimated Future Benefit Payments of Pension and Other Postretirement Benefit Plans (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Schedule of Pension Expected Future Benefit Payments [Line Items] | |
2,016 | $ 70 |
2,017 | 64 |
2,018 | 59 |
2,019 | 55 |
2,020 | 53 |
Years 2021 -2025 | $ 278 |
Components of Income Before Inc
Components of Income Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule of Income Before Income Tax [Line Items] | |||
Domestic | $ 55,996 | $ 24,662 | $ (105,606) |
Foreign | 3,449 | 49,351 | 208,326 |
Income before income taxes | $ 59,445 | $ 74,013 | $ 102,720 |
Components of Income Tax Provis
Components of Income Tax Provision (Benefit) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current: | |||
Domestic | $ 98 | $ 1,055 | |
Foreign | 1,253 | 4,499 | $ 20,898 |
Total current provision | 1,351 | 5,554 | 20,898 |
Deferred: | |||
Domestic | 12,673 | 11,384 | (396) |
Foreign | (3,505) | 2,641 | 18,504 |
Total deferred provision (benefit) | 9,168 | 14,025 | 18,108 |
Income tax provision | $ 10,519 | $ 19,579 | $ 39,006 |
Reconciliation of Income Taxes
Reconciliation of Income Taxes Computed at Netherlands Statutory Income Tax Rate to (Benefit) Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Income Tax Rate Reconciliation [Line Items] | ||||
Income tax expense at statutory rate | [1] | $ 14,873 | $ 18,525 | $ 25,680 |
Foreign tax rate differential | [2] | (135) | (2,926) | (12,682) |
Dutch tax ruling - innovation box regime | 1,693 | 11,449 | 22,616 | |
Dutch tax ruling - additional tax benefit | (3,276) | (4,325) | ||
Permanent differences | [3] | (1,252) | 2,930 | 2,075 |
Valuation allowance | (1,874) | (684) | (187) | |
Provision to return | (264) | (3,171) | 2,788 | |
R&D Credit | (1,170) | (332) | (366) | |
Other | [4] | 1,924 | (1,887) | (918) |
Income tax provision | $ 10,519 | $ 19,579 | $ 39,006 | |
[1] | The statutory rate was 25% in 2013, 2014 and 2015. | |||
[2] | The decrease in the foreign tax rate differential is the result of the transfer of the Company's e-commerce operations from Cyprus to the Netherlands, effective January 1, 2014. | |||
[3] | During 2013 and 2014, the Company recognized $1.2 and $3.1 unfavorable permanent differences due to the non-deductible share based compensation costs. During 2015, the Company recognized $1.3 unfavorable permanent difference due to tax non-deductible acquisition costs, $1.0 and $1.5 favorable permanent differences from prior period acquisition costs recharge income and with respect to non-taxable income from deferred consideration reversal, respectively. | |||
[4] | During 2013, the Company recognized $2.6 prior period unfavorable adjustments and $3.0 favorable adjustment due to the change in income tax rate in Cyprus from 10% to 12.5%. During 2014, the Company recognized $0.6 prior period favorable adjustments and $0.9 favorable adjustments due to the UK deferred revenue tax rate changes. During 2015, the Company recognized $1.2 prior period unfavorable adjustments due to a reduction in 2010 net operating losses as a result of foreign currency translation difference which is offset by a favorable reversal of valuation allowance in the same amount. |
Reconciliation of Income Tax128
Reconciliation of Income Taxes Computed at Netherlands Statutory Income Tax Rate to (Benefit) Provision for Income Taxes (Parenthetical) (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Rate Reconciliation [Line Items] | ||||
Effective statutory rate | 25.00% | 25.00% | 25.00% | |
Unfavorable permanent differences due to tax non-deductible share based compensation costs | $ 3,100 | $ 1,200 | ||
Unfavorable permanent difference due to tax non-deductible acquisition costs | $ 1,300 | |||
Favorable permanent differences from prior period acquisition costs recharge income | 1,000 | |||
Favorable permanent differences from non-taxable income from deferred consideration reversal | 1,500 | |||
Prior period favorable (unfavorable) adjustments | $ (1,200) | (600) | (2,600) | |
Cyprus | ||||
Income Tax Rate Reconciliation [Line Items] | ||||
Favorable adjustments from tax rate changes | $ (3,000) | |||
Effective tax rate | 12.50% | 10.00% | ||
United Kingdom | ||||
Income Tax Rate Reconciliation [Line Items] | ||||
Favorable adjustments from tax rate changes | $ (900) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Tax Examination [Line Items] | |||||
Statutory corporate income tax rate | 25.00% | 25.00% | 25.00% | ||
Net operating loss carry forward to offset future taxable income | $ 34,630 | $ 81,787 | |||
Amount of net operating loss carry forward that will expire | $ 19,491 | ||||
Expiration period of operating loss carry forward | Between 2018 and 2023 | ||||
Tax credit annual limitation | $ 11,834 | ||||
Deferred tax liability, unremitted earnings | 839 | ||||
Unrecognized tax benefits that, if recognized, would affect annual effective tax rate | 1,900 | ||||
Research tax credit carryforward | |||||
Income Tax Examination [Line Items] | |||||
Tax credit carry forward | 6,874 | $ 4,378 | |||
Expire in years 2020 through 2033 | Research tax credit carryforward | |||||
Income Tax Examination [Line Items] | |||||
Tax credit carry forward | 3,714 | ||||
Do Not Expire | Research tax credit carryforward | |||||
Income Tax Examination [Line Items] | |||||
Tax credit carry forward | $ 3,160 | ||||
Intellectual Property | |||||
Income Tax Examination [Line Items] | |||||
Tax ruling, special deduction end period | December 31, 2018 | ||||
Tax ruling, special deduction effects per share | $ 0.06 | $ 0.08 | $ 0 | ||
Intellectual Property | 2014 Agreement on special deduction on acquired intellectual property | |||||
Income Tax Examination [Line Items] | |||||
Tax ruling, special deduction end period | December 31, 2023 | ||||
Dutch tax ruling - innovation box regime | |||||
Income Tax Examination [Line Items] | |||||
Innovation box regime percent | 5.00% | ||||
Statutory corporate income tax rate | 25.00% | ||||
Effective tax rate | 10.00% | 13.00% | 16.00% | 19.00% | 22.00% |
Tax ruling, special deduction end period | December 2,020 |
Components of Deferred Income T
Components of Deferred Income Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Fixed assets and intangible assets | $ 3,562 | $ 11,827 |
Deferred revenues | 19,448 | 21,314 |
Provisions and reserves | 9,210 | 7,649 |
Net operating loss carry forwards | 9,190 | 17,588 |
Other | 7,085 | 4,724 |
Gross deferred tax assets | 48,495 | 63,102 |
Valuation allowance | (7,860) | (10,341) |
Total deferred tax asset | 40,635 | 52,761 |
Deferred tax liabilities: | ||
Fixed assets and intangible assets | (30,169) | (30,715) |
Other | (1,779) | (358) |
Total deferred tax liabilities | (31,948) | (31,073) |
Net deferred tax asset | 8,687 | 21,688 |
Deferred tax asset - current portion | 17,643 | 21,056 |
Deferred tax asset - non-current portion | 20,538 | 26,813 |
Deferred tax liability - current portion | (898) | (568) |
Deferred tax liability - non-current portion | (28,596) | (25,613) |
Net deferred tax asset | $ 8,687 | $ 21,688 |
Movement of Valuation allowance
Movement of Valuation allowance on Net Operating Losses and Other Deferred Tax Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Valuation Allowance [Line Items] | |||
Balance at beginning of period | $ 10,341 | $ 11,124 | $ 11,359 |
Additions through acquisitions | 6 | 1,323 | |
Charged to expenses | 272 | 83 | 1,305 |
Credited to expenses | (2,152) | (2,189) | (1,540) |
Charged to other accounts | (607) | ||
Balance at end of period | $ 7,860 | $ 10,341 | $ 11,124 |
Reconciliation of Beginning and
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Contingency [Line Items] | ||
Beginning balance | $ 1,454 | |
Additions through acquisitions | $ 1,454 | |
Additions based on tax positions related to the current year | 566 | |
Additions for tax positions of prior years | 827 | |
Reductions due to settlements with taxing authorities | (9) | |
Ending balance | $ 2,838 | $ 1,454 |
Open Tax Years and Tax Examinat
Open Tax Years and Tax Examinations (Detail) | 12 Months Ended |
Dec. 31, 2015 | |
China | |
Income Tax Contingency [Line Items] | |
Ongoing Examinations | In liquidation-review |
Cyprus | |
Income Tax Contingency [Line Items] | |
Ongoing Examinations | In liquidation-review |
United Kingdom | |
Income Tax Contingency [Line Items] | |
Ongoing Examinations | 2,013 |
Earliest Tax Year | Australia | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,013 |
Earliest Tax Year | BRAZIL | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,014 |
Earliest Tax Year | Canada | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,013 |
Earliest Tax Year | China | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,010 |
Earliest Tax Year | Cyprus | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,011 |
Earliest Tax Year | Czech Republic | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,012 |
Earliest Tax Year | DENMARK | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,011 |
Earliest Tax Year | France | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,011 |
Earliest Tax Year | Germany | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,010 |
Ongoing Examinations | 2,010 |
Earliest Tax Year | Israel | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,011 |
Earliest Tax Year | Malta | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,014 |
Earliest Tax Year | Netherlands | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,009 |
Ongoing Examinations | 2,011 |
Earliest Tax Year | NORWAY | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,013 |
Earliest Tax Year | Serbia | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,012 |
Earliest Tax Year | SPAIN | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,012 |
Earliest Tax Year | SWEDEN | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,008 |
Earliest Tax Year | Switzerland | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,010 |
Earliest Tax Year | United Kingdom | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,012 |
Earliest Tax Year | Ukraine | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,014 |
Earliest Tax Year | United States | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,012 |
Latest Tax Year | Australia | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,015 |
Latest Tax Year | BRAZIL | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,015 |
Latest Tax Year | Canada | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,015 |
Latest Tax Year | China | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,015 |
Latest Tax Year | Cyprus | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,015 |
Latest Tax Year | Czech Republic | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,015 |
Latest Tax Year | DENMARK | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,015 |
Latest Tax Year | France | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,015 |
Latest Tax Year | Germany | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,015 |
Ongoing Examinations | 2,012 |
Latest Tax Year | Israel | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,015 |
Latest Tax Year | Malta | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,015 |
Latest Tax Year | Netherlands | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,015 |
Ongoing Examinations | 2,012 |
Latest Tax Year | NORWAY | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,015 |
Latest Tax Year | Serbia | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,015 |
Latest Tax Year | SPAIN | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,015 |
Latest Tax Year | SWEDEN | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,015 |
Latest Tax Year | Switzerland | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,015 |
Latest Tax Year | United Kingdom | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,015 |
Latest Tax Year | Ukraine | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,015 |
Latest Tax Year | United States | |
Income Tax Contingency [Line Items] | |
Open Tax Years In Major Jurisdictions | 2,015 |
VAT | Netherlands | |
Income Tax Contingency [Line Items] | |
Ongoing Examinations | 2,013 |
Computation of Basic and Dilute
Computation of Basic and Diluted Earning Per Ordinary Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Computation of Earnings Per Share [Line Items] | |||
Net income | $ 48,926 | $ 54,434 | $ 63,714 |
Less net income attribute to non-controlling interest | (35) | (8) | |
Redeemable non-controlling interest | (1,925) | (534) | |
Net income available to ordinary shareholders - basic | 46,966 | 53,892 | 63,714 |
Net income available to ordinary shareholders - diluted | $ 46,966 | $ 53,892 | $ 63,714 |
Weighted-average ordinary shares outstanding - basic | 51,979,048 | 52,219,176 | 54,208,065 |
Potential ordinary shares | 826,170 | 372,259 | 502,639 |
Weighted-average ordinary shares outstanding - diluted | 52,805,218 | 52,591,435 | 54,710,704 |
N.V. ordinary shareholders - basic | $ 0.90 | $ 1.03 | $ 1.18 |
N.V. ordinary shareholders - diluted | $ 0.89 | $ 1.02 | $ 1.16 |
Antidilutive Securities Exclude
Antidilutive Securities Excluded from Computation of Earning Per Share (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive shares | 960,324 | 1,775,499 | 1,262,078 |
Market Restricted Stock Units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive shares | 100,000 | 100,000 | 26,630 |
Employee Stock Option | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive shares | 860,324 | 1,675,499 | 1,235,448 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Mar. 29, 2016 | Mar. 01, 2016 | Apr. 30, 2016 | Oct. 31, 2015 | Jul. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | May. 10, 2016 | Dec. 28, 2015 | Nov. 30, 2015 |
Subsequent Event [Line Items] | |||||||||||
Change in contingent purchase consideration | $ (6,428,000) | $ 730,000 | $ 1,238,000 | ||||||||
Redemption of shares | $ 25,200,000 | ||||||||||
2015 Share Repurchase Program | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of shares authorized under shares repurchase program | 1,666,667 | ||||||||||
Maximum number of additional shares authorized under share repurchase program | 975,335 | 1,329,541 | |||||||||
Total repurchase price | $ 40,000,000 | ||||||||||
2015 Share Repurchase Program | Second Tranche | Maximum | Scenario, Forecast | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of shares authorized under shares repurchase program | 200,001 | ||||||||||
Location Labs | Maximum | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Redemption of shares | $ 25,200,000 | ||||||||||
Location Labs | Ordinary Shares Class B-2 | Maximum | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Nominal value | $ 16,800,000 | ||||||||||
Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Repurchase program date authorized | Jun. 11, 2015 | ||||||||||
Share repurchase program repurchase period start date | Mar. 30, 2016 | ||||||||||
Share repurchase program repurchase period end date | Sep. 30, 2016 | ||||||||||
Subsequent Event | Maximum | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Maximum number of additional shares authorized under share repurchase program | 500,000 | ||||||||||
Total repurchase price | $ 8,190,000 | ||||||||||
Subsequent Event | 2015 Share Repurchase Program | Second Tranche | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of shares authorized under shares repurchase program | 1,666,667 | ||||||||||
Repurchase program date of completed | Mar. 14, 2016 | ||||||||||
Subsequent Event | Location Labs | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Change in contingent purchase consideration | $ (13,500,000) | ||||||||||
Subsequent Event | Location Labs | Ordinary Shares Class B-2 | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Redemption of shares | $ 16,800,000 |