Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | Apr. 28, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Trading Symbol | 'ACIW | ' |
Entity Registrant Name | 'ACI WORLDWIDE, INC. | ' |
Entity Central Index Key | '0000935036 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 37,925,346 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets | ' | ' |
Cash and cash equivalents | $58,936 | $95,059 |
Receivables, net of allowances of $4,149 and $4,459, respectively | 203,600 | 203,575 |
Deferred income taxes, net | 71,051 | 47,593 |
Recoverable income taxes | 2,927 | 2,258 |
Prepaid expenses | 24,458 | 22,549 |
Other current assets | 50,956 | 65,328 |
Total current assets | 411,928 | 436,362 |
Property and equipment, net | 55,988 | 57,347 |
Software, net | 193,130 | 191,468 |
Goodwill | 665,406 | 669,217 |
Intangible assets, net | 232,053 | 237,693 |
Deferred income taxes, net | 39,541 | 48,852 |
Other noncurrent assets | 41,956 | 40,912 |
TOTAL ASSETS | 1,640,002 | 1,681,851 |
Current liabilities | ' | ' |
Accounts payable | 41,882 | 43,658 |
Employee compensation | 32,294 | 35,623 |
Current portion of long-term debt | 53,227 | 47,313 |
Deferred revenue | 149,972 | 122,045 |
Income taxes payable | 4,121 | 1,192 |
Deferred income taxes, net | 940 | 753 |
Other current liabilities | 70,818 | 95,016 |
Total current liabilities | 353,254 | 345,600 |
Noncurrent liabilities | ' | ' |
Deferred revenue | 45,259 | 45,656 |
Long-term debt | 725,285 | 708,070 |
Deferred income taxes, net | 10,208 | 11,000 |
Other noncurrent liabilities | 27,396 | 27,831 |
Total liabilities | 1,161,402 | 1,138,157 |
Commitments and contingencies (Note 12) | ' | ' |
Stockholders' equity | ' | ' |
Preferred stock; $0.01 par value; 5,000,000 shares authorized; no shares issued and outstanding at March 31, 2014 and December 31, 2013 | ' | ' |
Common stock; $0.005 par value; 140,000,000 shares authorized; 46,606,796 shares issued at March 31, 2014 and December 31, 2013 | 232 | 232 |
Additional paid-in capital | 544,720 | 543,163 |
Retained earnings | 258,080 | 263,855 |
Treasury stock, at cost, 8,680,947 and 7,751,807 shares at March 31, 2014 and December 31, 2013, respectively | -304,018 | -240,241 |
Accumulated other comprehensive loss | -20,414 | -23,315 |
Total stockholders' equity | 478,600 | 543,694 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $1,640,002 | $1,681,851 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement Of Financial Position [Abstract] | ' | ' |
Receivables, allowances | $4,149 | $4,459 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ' | ' |
Preferred stock, shares outstanding | ' | ' |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 140,000,000 | 140,000,000 |
Common stock, shares issued | 46,606,796 | 46,606,796 |
Treasury stock, shares | 8,680,947 | 7,751,807 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | ||
Revenues | ' | ' | ||
License | $35,702 | $41,356 | ||
Maintenance | 62,499 | 58,634 | ||
Services | 22,588 | 23,929 | ||
Hosting | 100,684 | 38,078 | ||
Total revenues | 221,473 | 161,997 | ||
Operating expenses | ' | ' | ||
Cost of license | 5,736 | [1] | 5,918 | [1] |
Cost of maintenance, services and hosting | 107,887 | [1] | 61,871 | [1] |
Research and development | 37,456 | 37,149 | ||
Selling and marketing | 27,909 | 25,074 | ||
General and administrative | 25,116 | 25,037 | ||
Depreciation and amortization | 17,078 | 10,957 | ||
Total operating expenses | 221,182 | 166,006 | ||
Operating income (loss) | 291 | -4,009 | ||
Other income (expense) | ' | ' | ||
Interest expense | -9,175 | -3,897 | ||
Interest income | 199 | 131 | ||
Other, net | -1,057 | 3,165 | ||
Total other income (expense) | -10,033 | -601 | ||
Loss before income taxes | -9,742 | -4,610 | ||
Income tax benefit | -3,967 | -2,444 | ||
Net loss | ($5,775) | ($2,166) | ||
Loss per common share | ' | ' | ||
Basic | ($0.15) | ($0.05) | ||
Diluted | ($0.15) | ($0.05) | ||
Weighted average common shares outstanding | ' | ' | ||
Basic | 38,411 | 39,465 | ||
Diluted | 38,411 | 39,465 | ||
[1] | The cost of software license fees excludes charges for depreciation but includes amortization of purchased and developed software for resale. The cost of maintenance, services and hosting fees excludes charges for depreciation. |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Statement Of Income And Comprehensive Income [Abstract] | ' | ' |
Net loss | ($5,775) | ($2,166) |
Other comprehensive income (loss): | ' | ' |
Foreign currency translation adjustments | 2,901 | -10,456 |
Total other comprehensive income (loss) | 2,901 | -10,456 |
Comprehensive loss | ($2,874) | ($12,622) |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Loss |
In Thousands | ||||||
Beginning Balance at Dec. 31, 2013 | $543,694 | $232 | $543,163 | $263,855 | ($240,241) | ($23,315) |
Net loss | -5,775 | ' | ' | -5,775 | ' | ' |
Other comprehensive income | 2,901 | ' | ' | ' | ' | 2,901 |
Stock-based compensation | 4,772 | ' | 4,772 | ' | ' | ' |
Shares issued and forfeited, net, under stock plans including income tax benefits, 339,887 shares | 7,511 | ' | -3,215 | ' | 10,726 | ' |
Repurchase of common stock, 1,192,809 shares | -70,000 | ' | ' | ' | -70,000 | ' |
Repurchase of restricted stock and performance shares for tax withholdings, 76,218 shares | -4,503 | ' | ' | ' | -4,503 | ' |
Ending Balance at Mar. 31, 2014 | $478,600 | $232 | $544,720 | $258,080 | ($304,018) | ($20,414) |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Parenthetical) | 3 Months Ended |
Mar. 31, 2014 | |
Statement Of Stockholders Equity [Abstract] | ' |
Shares issued and forfeited, net, under stock plans including income tax benefits, shares | 339,887 |
Repurchase of common stock, shares | 1,192,809 |
Repurchase of restricted stock and performance shares for tax withholdings, shares | 76,218 |
CONDENSED_CONSOLIDATED_STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Cash flows from operating activities: | ' | ' |
Net loss | ($5,775) | ($2,166) |
Adjustments to reconcile net loss to net cash flows from operating activities: | ' | ' |
Depreciation | 5,324 | 3,764 |
Amortization | 15,282 | 10,422 |
Amortization of deferred debt issuance costs | 1,348 | 960 |
Deferred income taxes | -11,277 | -6,096 |
Stock-based compensation expense | 4,772 | 3,950 |
Excess tax benefit of stock options exercised | -4,070 | -1,308 |
Other | -63 | 559 |
Changes in operating assets and liabilities, net of impact of acquisitions: | ' | ' |
Receivables | -3,123 | 30,671 |
Accounts payable | -1,480 | -9,215 |
Accrued employee compensation | -3,580 | -12,281 |
Current income taxes | 6,166 | 4,278 |
Deferred revenue | 26,896 | 15,938 |
Other current and noncurrent assets and liabilities | -15,163 | -4,549 |
Net cash flows from operating activities | 15,257 | 34,927 |
Cash flows from investing activities: | ' | ' |
Purchases of property and equipment | -4,228 | -6,241 |
Purchases of software and distribution rights | -3,580 | -2,764 |
Acquisition of businesses, net of cash acquired | ' | -264,202 |
Net cash flows from investing activities | -7,808 | -273,207 |
Cash flows from financing activities: | ' | ' |
Proceeds from issuance of common stock | 652 | 475 |
Proceeds from exercises of stock options | 2,887 | 3,864 |
Excess tax benefit of stock options exercised | 4,070 | 1,308 |
Repurchases of common stock | -70,000 | ' |
Repurchase of restricted stock and performance shares for tax withholdings | -4,503 | -5,520 |
Proceeds from term portion of credit agreement | ' | 300,000 |
Proceeds from revolving credit facility | 40,000 | ' |
Repayment of revolving credit facility | -8,000 | ' |
Repayment of term portion of credit agreement | -8,871 | -3,750 |
Payments on other debt and capital leases | -382 | -8,338 |
Payment for debt issuance costs | -163 | -9,272 |
Net cash flows from financing activities | -44,310 | 278,767 |
Effect of exchange rate fluctuations on cash | 738 | -4,332 |
Net increase (decrease) in cash and cash equivalents | -36,123 | 36,155 |
Cash and cash equivalents, beginning of period | 95,059 | 76,329 |
Cash and cash equivalents, end of period | 58,936 | 112,484 |
Supplemental cash flow information | ' | ' |
Income taxes paid, net | 5,114 | 1,398 |
Interest paid | $12,394 | $2,847 |
Condensed_Consolidated_Financi
Condensed Consolidated Financial Statements | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Condensed Consolidated Financial Statements | ' | ||||||||||||||||
1. Condensed Consolidated Financial Statements | |||||||||||||||||
The unaudited condensed consolidated financial statements include the accounts of ACI Worldwide, Inc. and its wholly-owned subsidiaries (collectively, the “Company”). All intercompany balances and transactions have been eliminated. The condensed consolidated financial statements as of March 31, 2014, and for the three months ended March 31, 2014 and 2013, are unaudited and reflect all adjustments of a normal recurring nature, which are, in the opinion of management, necessary for a fair presentation, in all material respects, of the financial position and operating results for the interim periods. The condensed consolidated balance sheet as of December 31, 2013 is derived from the audited financial statements. | |||||||||||||||||
The condensed consolidated financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2013, filed on February 28, 2014. Results for the three months ended March 31, 2014 are not necessarily indicative of results that may be attained in the future. | |||||||||||||||||
The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States (“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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||||||
Cash and cash equivalents | |||||||||||||||||
The fair values of cash and cash equivalents approximate the carrying values due to the short period of time to maturity (Level 2 of the fair value hierarchy). | |||||||||||||||||
Receivables, net | |||||||||||||||||
Receivables represent amounts billed and amounts earned that are to be billed in the near future. Included in accrued receivables are services and software hosting revenues earned in the current period but billed in the following period as well as license revenues that are determined to be fixed and determinable but billed in future periods. | |||||||||||||||||
March 31, | December 31, | ||||||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||||||
Billed Receivables | $ | 177,860 | $ | 173,100 | |||||||||||||
Allowance for doubtful accounts | (4,149 | ) | (4,459 | ) | |||||||||||||
Billed, net | 173,711 | 168,641 | |||||||||||||||
Accrued Receivables | 29,889 | 34,934 | |||||||||||||||
Receivables, net | $ | 203,600 | $ | 203,575 | |||||||||||||
Other Current Assets and Other Current Liabilities | |||||||||||||||||
March 31, | December 31, | ||||||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||||||
Settlement deposits | $ | 19,933 | $ | 27,770 | |||||||||||||
Settlement receivables | 14,104 | 20,119 | |||||||||||||||
Current debt issuance costs | 5,181 | 5,276 | |||||||||||||||
Other | 11,738 | 12,163 | |||||||||||||||
Total other current assets | $ | 50,956 | $ | 65,328 | |||||||||||||
March 31, | December 31, | ||||||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||||||
Settlement payables | $ | 30,679 | $ | 42,841 | |||||||||||||
Accrued interest | 2,447 | 7,074 | |||||||||||||||
Vendor financed licenses | 6,611 | 6,410 | |||||||||||||||
Royalties payable | 5,128 | 5,627 | |||||||||||||||
Other | 25,953 | 33,064 | |||||||||||||||
Total other current liabilities | $ | 70,818 | $ | 95,016 | |||||||||||||
Individuals and businesses settle their obligations to the Company’s various clients, primarily utility and other public sector clients, using credit or debit cards or via ACH payments. The Company creates a receivable for the amount due from the credit or debit card company and an offsetting payable to the client. Once confirmation is received that the funds have been received, the Company settles the obligation to the client. Due to timing, in some instances, the Company may receive the funds into bank accounts controlled by and in the Company’s name that are not disbursed to its clients by the end of the day resulting in a settlement deposit on the Company’s books. | |||||||||||||||||
Off Balance Sheet Accounts | |||||||||||||||||
The Company also enters into agreements with certain clients to process payment funds on their behalf. When an automated clearing house or automated teller machine network payment transaction is processed, a transaction is initiated to withdraw funds from the designated source account and deposit them into a settlement account, which is a trust account maintained for the benefit of the Company’s clients. A simultaneous transaction is initiated to transfer funds from the settlement account to the intended destination account. These “back to back” transactions are designed to settle at the same time, usually overnight, such that the funds are received from the source at the same time as the funds are sent to their destination. However, due to the transactions being with various financial institutions there may be timing differences that result in float balances. These funds are maintained in accounts for the benefit of the client which are separate from the Company’s corporate assets. As the Company does not take ownership of the funds, those settlement accounts are not included in the Company’s balance sheet. The Company is entitled to interest earned on the fund balances. The collection of interest on these settlement accounts is considered in the Company’s determination of its fee structure for clients and represents a portion of the payment for services performed by the Company. The amount of off balance sheet settlement funds as of March 31, 2014 and December 31, 2013 were $214.8 million and $284.0 million, respectively. | |||||||||||||||||
Accumulated Other Comprehensive Loss | |||||||||||||||||
The $20.4 million and $23.3 million accumulated other comprehensive loss included in the Company’s consolidated balance sheets as of March 31, 2014 and December 31, 2013, respectively, represents the accumulated foreign currency translation adjustment. Since the undistributed earnings of the Company’s foreign subsidiaries are considered to be permanently reinvested, the components of accumulated other comprehensive loss have not been tax effected. | |||||||||||||||||
Goodwill | |||||||||||||||||
Changes in the carrying amount of goodwill attributable to each reporting unit with goodwill balances during the three months ended March 31, 2014 were as follows: | |||||||||||||||||
(in thousands) | Americas | EMEA | Asia/Pacific | Total | |||||||||||||
Gross Balance prior to December 31, 2013 | $ | 488,698 | $ | 160,158 | $ | 67,793 | $ | 716,649 | |||||||||
Total impairment prior to December 31, 2013 | (47,432 | ) | — | — | (47,432 | ) | |||||||||||
Balance, December 31, 2013 | 441,266 | 160,158 | 67,793 | 669,217 | |||||||||||||
Goodwill from acquisitions (1) | (5,026 | ) | — | — | (5,026 | ) | |||||||||||
Foreign currency translation adjustments | (153 | ) | 163 | 1,205 | 1,215 | ||||||||||||
Balance, March 31, 2014 | $ | 436,087 | $ | 160,321 | $ | 68,998 | $ | 665,406 | |||||||||
-1 | Goodwill from acquisitions relates to adjustments in the goodwill recorded for the acquisitions of Official Payments Holdings, Inc. (“OPAY”), Online Resources Corporation (“ORCC”), and Profesionales en Transacciones Electronicas S.A. (“PTESA”) as discussed in Note 2. The purchase price allocation for OPAY is preliminary as of March 31, 2014 and accordingly is subject to future changes during the maximum one-year allocation period. | ||||||||||||||||
In accordance with ASC 350, Intangibles – Goodwill and Other, we assess goodwill for impairment annually during the fourth quarter of our fiscal year using October 1 balances or when there is evidence that events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. We evaluate goodwill at the reporting unit level and have identified our reportable segments, Americas, EMEA, and Asia/Pacific, as our reporting units. Recoverability of goodwill is measured using a discounted cash flow model incorporating discount rates commensurate with the risks involved. Use of a discounted cash flow model is common practice in impairment testing in the absence of available transactional market evidence to determine the fair value. | |||||||||||||||||
The calculated fair value was substantially in excess of the current carrying value for all reporting units based upon our October 1, 2013 annual impairment test and there have been no indications of impairment in the subsequent periods. | |||||||||||||||||
Revenue | |||||||||||||||||
Vendor Specific Objective Evidence (“VSOE”) | |||||||||||||||||
ASC 985-605 requires the seller of software that includes post contract customer support (maintenance or “PCS”) to establish VSOE of fair value of the undelivered element of the contract in order to account separately for the PCS revenue. The Company has traditionally established VSOE of the fair value of PCS by reference to stated renewals, expressed in dollar terms, or separate sales with consistent pricing of PCS expressed in percentage terms. In determining whether a stated renewal is not substantive, the Company considers factors such as whether the period of the initial PCS term is relatively long when compared to the term of the software license or whether the PCS renewal rate is significantly below the Company’s normal pricing practices. In determining whether PCS pricing is consistent, the Company considers the population of separate sales that are within a reasonably narrow range of the median within the identified market segment over the trailing 12 month period. | |||||||||||||||||
Effective July 2013, the Company establishes VSOE of fair value of PCS by reference to stated renewals for all identified marked segments. The Company continues to consider factors such as whether the period of the initial PCS term is relatively long when compared to the term of the software license or whether the PCS renewal is significantly below the Company’s normal pricing practices. In determining whether PCS pricing is significantly below the Company’s normal pricing practice, the Company considers the population of stated renewal rates that are within a reasonably narrow range of the median within the identified market segment over the trailing 12 month period. The change in estimation methodology does not have a material effect on our financial statements. | |||||||||||||||||
Certain of the Company’s software license arrangements include PCS terms that fail to achieve VSOE of fair value due to non-substantive renewal periods or non-substantive PCS renewal amounts. For these arrangements, VSOE of fair value of PCS does not exist and revenues for the software license, PCS and services, if applicable, are considered to be one accounting unit and are therefore recognized ratably over the longer of the contractual service term or PCS term once the delivery of both services has commenced. The Company typically classifies revenues associated with these arrangements in accordance with the contractually specified amounts, which approximate fair value assigned to the various elements, including software license fees, maintenance fees and services, if applicable. | |||||||||||||||||
This allocation methodology has been applied to the following amounts included in revenues in the condensed consolidated statements of operations from arrangements for which VSOE of fair value does not exist for each undelivered element: | |||||||||||||||||
Three Months Ended | |||||||||||||||||
March 31, | |||||||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||||||
Software license fees | $ | 6,856 | $ | 5,801 | |||||||||||||
Maintenance fees | 2,216 | 2,321 | |||||||||||||||
Services | 8 | 3 | |||||||||||||||
Total | $ | 9,080 | $ | 8,125 | |||||||||||||
Acquisitions
Acquisitions | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||
Acquisitions | ' | ||||||||||||||||
2. Acquisitions | |||||||||||||||||
Fiscal 2013 Acquisitions | |||||||||||||||||
In 2013, the Company completed three acquisitions at an aggregate cost of $378.1 million. | |||||||||||||||||
Official Payments Holdings, Inc. | |||||||||||||||||
On November 5, 2013, the Company completed the tender offer for OPAY and all its subsidiaries. The Company paid cash of $8.35 per share of common stock or approximately $139.8 million using funds on hand and $40 million drawn on the Revolving Credit Facility, which was repaid prior to December 31, 2013. The Company has included the financial results of OPAY in the consolidated financial statements from the date of acquisition. As a leading provider of electronic bill payment solutions in the U.S., serving federal, state and local governments, municipal utilities, higher education institutions and charitable giving organizations, OPAY’s team, user base and vertical expertise made it an ideal match for the Company. The acquisition further extended the Company’s presence in the Electronic Bill Presentment and Payment (“EBPP”) space, expanding its portfolio across key sectors including federal, state and local governments, municipal utilities, higher education institutions and charitable giving organizations. | |||||||||||||||||
Each outstanding option to acquire OPAY common stock was canceled and terminated at the effective time of the acquisition and converted into the right to receive cash with respect to the number of shares of OPAY common stock that would have been issuable upon a net exercise of such option, assuming the market value of the OPAY common stock at the time of such exercise was equal to the $8.35 per common stock tender offer. Any outstanding option with a per share exercise price that was greater than or equal to such amount was cancelled and terminated and no payment was made with respect thereto. In addition, each OPAY restricted stock unit award outstanding immediately prior to the effective time of the tender offer was fully vested and cancelled, and each holder of such awards became entitled to receive the $8.35 per common stock tender offer for each share of OPAY common stock into which the vested portion of the awards would otherwise have been converted. | |||||||||||||||||
The consideration paid by the Company to complete the acquisition of OPAY has been allocated preliminarily to the assets acquired and liabilities assumed based upon their estimated fair values as of the date of the acquisition. The allocation of purchase price is based upon certain external valuations and other analyses that have not been completed as of the date of this filing, including, but not limited to, property, intangible assets, and certain tax matters. Accordingly, the purchase price allocations are preliminary and are subject to future adjustments during the maximum one-year allocation period. | |||||||||||||||||
The Company made adjustments to the preliminary purchase price allocation as additional information became available for acquired intangibles and intellectual property, certain accruals and tax account balances. These adjustments and any resulting adjustments to the statements of operations were not material to the Company’s previously reported operating results or financial position. | |||||||||||||||||
Factors contributing to the purchase price that resulted in the goodwill (which is not tax deductible) include the acquisition of management, sales, and technology personnel with the skills to market new and existing products of the Company, enhanced product capabilities, complementary products and customers. | |||||||||||||||||
Online Resources Corporation | |||||||||||||||||
On March 11, 2013, the Company completed the tender offer for Online Resources Corporation (“ORCC”) and all its subsidiaries. The Company paid cash of $3.85 per share of common stock for approximately $132.9 million and $127.2 million for the Series A-1 Convertible Preferred Stock for a total purchase price of $260.1 million (the “Merger”). The Company has included the financial results of ORCC in the consolidated financial statements from the date of acquisition. As a leading provider of online banking and full service bill pay solutions, the acquisition of ORCC added EBPP solutions as a strategic part of ACI’s Universal Payments portfolio. It also strengthened the Company’s online banking capabilities with complementary technology, and expanded the Company’s leadership in serving community banking and credit union customers. | |||||||||||||||||
Each outstanding option to acquire ORCC common stock was canceled and terminated at the effective time of the Merger and converted into the right to receive an equivalent number of options to purchase ACI common stock. Each ORCC restricted stock unit was vested immediately prior to the effective time of the Merger and received $3.85 per share. | |||||||||||||||||
The Company used funds from the $300.0 million of senior bank financing arranged through Wells Fargo Securities, LLC to fund the acquisition. See Note 3, Debt, for terms of the financing arrangement. | |||||||||||||||||
The consideration paid by the Company to complete the Merger has been allocated to the assets acquired and liabilities assumed based upon their estimated fair values as of the date of the acquisition. The allocation of purchase price is based upon certain external valuations and other analyses. | |||||||||||||||||
The Company made adjustments to finalize the purchase price allocation as additional information became available for certain accruals and deferred income taxes. These adjustments and any resulting adjustments to the statements of operations were not material to the Company’s previously reported operating results or financial position. | |||||||||||||||||
Factors contributing to the purchase price that resulted in the goodwill (which is not tax deductible) include the acquisition of management, sales, and technology personnel with the skills to market new and existing products of the Company, enhanced product capabilities, complementary products and customers. | |||||||||||||||||
Profesionales en Transacciones Electronicas S.A. | |||||||||||||||||
During the first quarter of 2013, the Company acquired 100% of Profesionales en Transacciones Electronicas S.A. – Venezuela (“PTESA-V”), 100% of Profesionales en Transacciones Electronicas S.A. – Ecuador (“PTESA-E”), and the ACI related assets of Profesionales en Transacciones Electronicas S.A. – Colombia (“PTESA-C”), collectively “PTESA”. The common stock of PTESA-E and PTESA-V were acquired for $2.8 million and the assets of PTESA-C were acquired for $11.4 million, for a total aggregate purchase price of $14.2 million paid in cash. The Company has included the financial results of PTESA in our consolidated financial statements from the date of acquisition. PTESA had been a long-term partner of the Company, serving customers in South America in sales, service and support functions. The addition of the PTESA team to the Company reinforces its commitment to serve the Latin American market. | |||||||||||||||||
Factors contributing to the purchase price that resulted in the goodwill (approximately $1.5 million of which is not tax deductible) include the acquisition of management, sales, and services personnel with the skills to market and support products of the Company in the Latin America region. Pro forma results are not presented because they are not material. | |||||||||||||||||
In connection with the acquisitions, the Company recorded the following amounts based upon its purchase price allocations as of March 31, 2014. The purchase price allocation for OPAY is considered preliminary and is subject to completion of valuations and other analyses | |||||||||||||||||
Official | Online | ||||||||||||||||
(in thousands, except weighted | Weighted-Average | Payments | Resources | ||||||||||||||
average useful lives) | Useful Lives | Holdings, Inc. | Corporation | PTESA | |||||||||||||
Current assets: | |||||||||||||||||
Cash and cash equivalents | $ | 25,871 | $ | 9,930 | $ | 193 | |||||||||||
Billed and accrued receivables, net | 2,858 | 19,394 | 327 | ||||||||||||||
Deferred income taxes, net | 2,443 | 11,726 | — | ||||||||||||||
Other current assets | 27,766 | 17,643 | 95 | ||||||||||||||
Total current assets acquired | 58,938 | 58,693 | 615 | ||||||||||||||
Noncurrent assets: | |||||||||||||||||
Property and equipment | 8,141 | 7,335 | 6 | ||||||||||||||
Goodwill | 38,715 | 122,247 | 7,113 | ||||||||||||||
Software | 10 years | 26,013 | 62,215 | 7,732 | |||||||||||||
Customer relationships | 14 -15 years | 49,900 | 68,750 | — | |||||||||||||
Trademarks | 3 - 5 years | 3,200 | 3,050 | — | |||||||||||||
Other noncurrent assets | 5,673 | 459 | 7 | ||||||||||||||
Total assets acquired | 190,580 | 322,749 | 15,473 | ||||||||||||||
Current liabilities: | |||||||||||||||||
Accounts payable | 8,869 | 15,394 | 341 | ||||||||||||||
Accrued employee compensation | 15,006 | 10,549 | 261 | ||||||||||||||
Note payable | — | 7,500 | — | ||||||||||||||
Other current liabilities | 26,095 | 7,559 | — | ||||||||||||||
Total current liabilities acquired | 49,970 | 41,002 | 602 | ||||||||||||||
Noncurrent liabilities: | |||||||||||||||||
Deferred income taxes, net | — | 18,290 | 225 | ||||||||||||||
Other noncurrent liabilities acquired | |||||||||||||||||
828 | 3,339 | 439 | |||||||||||||||
Total liabilities acquired | 50,798 | 62,631 | 1,266 | ||||||||||||||
Net assets acquired | $ | 139,782 | $ | 260,118 | $ | 14,207 | |||||||||||
OPAY and ORCC contributed approximately $71.7 million in revenue and $8.7 million in operating income to the period ended March 31, 2014, which includes severance expense related to the integration activities. ORCC contributed approximately $8.8 million in revenue and $1.1 million in operating losses to the period ended March 31, 2013, which included severance expense related to the integration activities. | |||||||||||||||||
Unaudited Pro Forma Financial Information | |||||||||||||||||
The pro forma financial information in the table below presents the combined results of operations for ACI, ORCC and OPAY as if the acquisitions had occurred January 1, 2012 (in thousands, except per share data). The pro forma information is shown for illustrative purposes only and is not necessarily indicative of future results of operations of the Company or results of operations of the Company that would have actually occurred had the transactions been in effect for the periods presented. This pro forma information is not intended to represent or be indicative of actual results had the acquisition occurred as of the beginning of each period, nor is it necessarily indicative of future results and does not reflect potential synergies, integration costs, or other such costs or savings. Certain pro forma adjustments have been made to net loss for the three months ended March 31, 2013 to give effect to estimated adjustments to expenses to remove the amortization on eliminated OPAY and ORCC historical identifiable intangible assets and add amortization expense for the value of identified intangibles acquired in the acquisitions (primarily acquired software, customer relationships, trade names, and covenants not to compete), adjustments to interest expense to reflect the elimination of preexisting OPAY and ORCC debt and add estimated interest expense on the Company’s additional Term Credit Facility borrowings and to eliminate share-based compensation expense for eliminated positions. Additionally, certain transaction expenses that are a direct result of the acquisitions have been excluded from the three months ended March 31, 2013. | |||||||||||||||||
Pro Forma Results of | |||||||||||||||||
Operations for the Three | |||||||||||||||||
Months Ended | |||||||||||||||||
(in thousands, except per share data) | March 31, 2013 | ||||||||||||||||
Total Revenues | $ | 228,160 | |||||||||||||||
Net loss | (3,325 | ) | |||||||||||||||
Loss per share | |||||||||||||||||
Basic | $ | (0.08 | ) | ||||||||||||||
Diluted | $ | (0.08 | ) |
Debt
Debt | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Debt | ' | ||||||||
3. Debt | |||||||||
As of March 31, 2014, the Company had $32.0 million, $446.5 million and $300.0 million outstanding under our Revolving Credit Facility, Term Credit Facility and Senior Notes, respectively, with up to $218 million of unused borrowings under the Revolving Credit Facility portion of the Credit Agreement, as amended. The amount of unused borrowings actually available varies in accordance with the terms of the agreement. | |||||||||
Credit Agreement | |||||||||
The Company entered into the Credit Agreement (the “Credit Agreement”), as amended, with a syndicate of financial institutions, as lenders, and Wells Fargo Bank, National Association (“Wells Fargo”), as Administrative Agent, providing for revolving loans, swingline loans, letters of credit and a term loan on November 10, 2011. The Credit Agreement consists of a five-year $250 million senior secured revolving credit facility (the “Revolving Credit Facility”), which includes a sublimit for the issuance of standby letters of credit and a sublimit for swingline loans, and a five-year $500 million senior secured term loan facility (the “Term Credit Facility” and, together with the Revolving Credit Facility, the “Credit Facility”). The Credit Agreement also allows the Company to request optional incremental term loans and increases in the revolving commitment. | |||||||||
On August 20, 2013, upon the consummation of the offering of the 6.375% Senior Notes due in 2020 (the “Senior Notes”), the Fourth Amendment to the Credit Agreement originally entered into on November 10, 2011, became effective. The Fourth Amendment, among other things, extended the maturity date of the loans under the credit facility to August 20, 2018, and increased the amount the Company may request for optional incremental term loans and/or increases in the revolving commitment from $200 million to $300 million. The Fourth Amendment does not impact the interest rate schedule previously applied to the Credit Agreement. | |||||||||
Borrowings under the Credit Facility bear interest at a rate per annum equal to, at the Company’s option, either (a) a base rate determined by reference to the highest of (1) the rate of interest per annum publicly announced by the Administrative Agent as its Prime Rate, (2) the federal funds effective rate plus 1/2 of 1% and (3) a LIBOR based rate determined by reference to the costs of funds for U.S. dollar deposits for a one-month interest period adjusted for certain additional costs plus 1% or (b) a LIBOR based rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, in each case plus an applicable margin. The applicable margin for borrowings under the Revolving Credit Facility is, based on the calculation of the applicable consolidated total leverage ratio, between 0.50% to 1.50% with respect to base rate borrowings and between 1.50% and 2.50% with respect to LIBOR based borrowings. Interest is due and payable monthly. The interest rate in effect at March 31, 2014 for the Credit Facility was 2.41%. | |||||||||
In addition to paying interest on the outstanding principal under the Credit Facility, the Company is required to pay a commitment fee in respect of the unutilized commitments under the Revolving Credit Facility, payable quarterly in arrears. The Company is also required to pay letter of credit fees on the maximum amount available to be drawn under all outstanding letters of credit in an amount equal to the applicable margin on LIBOR based borrowings under the Revolving Credit Facility on a per annum basis, payable quarterly in arrears, as well as customary fronting fees for the issuance of letters of credit fees and agency fees. | |||||||||
The Company is permitted to voluntarily reduce the unutilized portion of the commitment amount and repay outstanding loans under the Credit Facility at any time without premium or penalty, other than customary “breakage” costs with respect to LIBOR based loans. | |||||||||
Senior Notes | |||||||||
On August 20, 2013, the Company completed a $300 million offering of Senior Notes at an issue price of 100% of the principal amount in a private placement for resale to qualified institutional buyers. The Senior Notes bear an interest rate of 6.375% per annum, payable semi-annually in arrears on August 15 and February 15 of each year, commencing on February 15, 2014. Interest began accruing on August 20, 2013. The Senior Notes will mature on August 15, 2020. | |||||||||
Maturities on long-term debt outstanding at March 31, 2014 are as follows: | |||||||||
Fiscal year ending | |||||||||
December 31, | |||||||||
(in thousands) | |||||||||
2014 | $ | 38,441 | |||||||
2015 | 65,055 | ||||||||
2016 | 70,969 | ||||||||
2017 | 70,969 | ||||||||
2018 | 233,078 | ||||||||
Thereafter | 300,000 | ||||||||
Total | $ | 778,512 | |||||||
The Credit Agreement and Senior Notes also contain certain customary mandatory prepayment provisions. If certain events, as specified in the Credit Agreement or Senior Notes agreement, shall occur, the Company may be required to repay all or a portion of the amounts outstanding under the Credit Facility or Senior Notes. | |||||||||
The Credit Facility will mature on August 20, 2018 and the Senior Notes will mature on August 15, 2020. The Revolving Credit Facility and Senior Notes will not amortize and the Term Credit Facility will amortize, with principal payable in consecutive quarterly installments. | |||||||||
The Company’s obligations and the obligations of the guarantors under the Guaranty and cash management arrangements entered into with lenders under the Credit Facility (or affiliates thereof) are secured by first-priority security interests in substantially all assets of the Company and any guarantor, including 100% of the capital stock of ACI Corporation and each domestic subsidiary of the Company, each domestic subsidiary of any guarantor and 65% of the voting capital stock of each foreign subsidiary of the Company that is directly owned by the Company or a guarantor, and in each case, is subject to certain exclusions set forth in the credit documentation governing the Credit Facility. | |||||||||
The Credit Agreement and Senior Notes contain certain customary affirmative covenants and negative covenants that limit or restrict, subject to certain exceptions, the incurrence of liens, indebtedness of subsidiaries, mergers, advances, investments, acquisitions, transactions with affiliates, change in nature of business and the sale of the assets. The Company is also required to maintain a consolidated leverage ratio at or below a specified amount and a consolidated fixed charge coverage ratio at or above a specified amount. If an event of default, as specified in the Credit Agreement and Senior Notes agreement, shall occur and be continuing, the Company may be required to repay all amounts outstanding under the Credit Facility and Senior Notes. As of March 31, 2014, and at all times during the period, the Company was in compliance with its financial debt covenants. | |||||||||
The fair value of our Credit Agreement approximates the carrying value due to the floating interest rate (Level 2 of the fair value hierarchy). The fair value of our Senior Notes approximates the carrying value at March 31, 2014. | |||||||||
As of March 31, | As of December 31, | ||||||||
(in thousands) | 2014 | 2013 | |||||||
Term credit facility | $ | 446,512 | $ | 455,383 | |||||
Revolving credit facility | 32,000 | — | |||||||
6.375% Senior Notes, due August 2020 | 300,000 | 300,000 | |||||||
Total debt | 778,512 | 755,383 | |||||||
Less current portion of term credit facility | 53,227 | 47,313 | |||||||
Total long-term debt | $ | 725,285 | $ | 708,070 | |||||
StockBased_Compensation_Plans
Stock-Based Compensation Plans | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Stock-Based Compensation Plans | ' | ||||||||||||||||
4. Stock-Based Compensation Plans | |||||||||||||||||
Employee Stock Purchase Plan | |||||||||||||||||
Under the Company’s 1999 Employee Stock Purchase Plan, as amended (the “ESPP”), a total of 1,500,000 shares of the Company’s common stock have been reserved for issuance to eligible employees. Participating employees are permitted to designate up to the lesser of $25,000 or 10% of their annual base compensation for the purchase of common stock under the ESPP. Purchases under the ESPP are made one calendar month after the end of each fiscal quarter. The price for shares of common stock purchased under the ESPP is 85% of the stock’s fair market value on the last business day of the three-month participation period. Shares issued under the ESPP during the three months ended March 31, 2014 and 2013 totaled 10,782 and 9,606, respectively. | |||||||||||||||||
Stock-Based Payments | |||||||||||||||||
A summary of stock options issued pursuant to the Company’s stock incentive plans is as follows: | |||||||||||||||||
Weighted- | |||||||||||||||||
Weighted- | Average | Aggregate | |||||||||||||||
Average | Remaining | Intrinsic Value of | |||||||||||||||
Number of | Exercise | Contractual | In-the-Money | ||||||||||||||
Shares | Price | Term (Years) | Options | ||||||||||||||
Outstanding as of December 31, 2013 | 2,469,607 | $ | 33.07 | ||||||||||||||
Granted | 9,044 | 60.4 | |||||||||||||||
Exercised | (120,577 | ) | 23.9 | ||||||||||||||
Forfeited | (12,057 | ) | 54.47 | ||||||||||||||
Outstanding as of March 31, 2014 | 2,346,017 | $ | 33.54 | 5.69 | $ | 60,959,472 | |||||||||||
Exercisable as of March 31, 2014 | 1,665,677 | $ | 26.74 | 4.31 | $ | 54,047,694 | |||||||||||
As of March 31, 2014, the Company expects that 93.9% of the options will vest over the vesting period. | |||||||||||||||||
The weighted-average grant date fair value of stock options granted during the three months ended March 31, 2014 and 2013 was $27.05 and $21.73, respectively. The Company issued treasury shares for the exercise of stock options during the three months ended March 31, 2014 and 2013. The total intrinsic value of stock options exercised during the three months ended March 31, 2014 and 2013 was $4.7 million and $4.3 million, respectively. | |||||||||||||||||
The fair value of options granted during the three months ended March 31, 2014 and 2013 was estimated on the date of grant using the Black-Scholes option-pricing model, a pricing model acceptable under U.S. GAAP, with the following weighted-average assumptions: | |||||||||||||||||
Three Months Ended | Three Months Ended | ||||||||||||||||
March 31, 2014 | March 31, 2013 | ||||||||||||||||
Expected life (years) | 5.93 | 5.55 | |||||||||||||||
Interest rate | 1.8 | % | 0.8 | % | |||||||||||||
Volatility | 45.2 | % | 50 | % | |||||||||||||
Dividend yield | — | — | |||||||||||||||
Expected volatilities are based on the Company’s historical common stock volatility derived from historical stock price data for historical periods commensurate with the options’ expected life. The expected life is the average number of years that the Company estimated that the options will be outstanding, based primarily on historical employee option exercise behavior. The risk-free interest rate is based on the implied yield currently available on United States Treasury zero coupon issues with a term equal to the expected term at the date of grant of the options. The expected dividend yield is zero as the Company has historically paid no dividends and does not anticipate dividends to be paid in the future. | |||||||||||||||||
Stock Incentive Plan – ORCC Corporation Stock Incentive Plan, as amended and restated | |||||||||||||||||
In relation to the acquisition of ORCC discussed in Note 2, the Company amended the ORCC Stock Incentive Plan, as previously amended and restated (the “ORCC Incentive Plan”). Stock options were granted to ORCC employees by ORCC prior to acquisition by the Company under the ORCC Incentive Plan. Outstanding ORCC options were converted into ACI options in accordance with the terms of the Transaction Agreement. These are the only equity awards currently outstanding under the ORCC Incentive Plan and no further grants will be made. | |||||||||||||||||
A summary of transaction stock options issued pursuant to the Company’s stock incentive plans is as follows: | |||||||||||||||||
Weighted- | |||||||||||||||||
Weighted- | Average | Aggregate | |||||||||||||||
Average | Remaining | Intrinsic Value of | |||||||||||||||
Number of | Exercise | Contractual | In-the-Money | ||||||||||||||
Shares | Price | Term (Years) | Options | ||||||||||||||
Outstanding as of December 31, 2013 | 20,815 | $ | 105.09 | ||||||||||||||
Exercised | (121 | ) | 41.76 | ||||||||||||||
Cancelled | (2,757 | ) | 101.35 | ||||||||||||||
Outstanding as of March 31, 2014 | 17,937 | $ | 106.09 | 2.09 | $ | 45,667 | |||||||||||
Exercisable as of March 31, 2014 | 17,937 | $ | 106.09 | 2.09 | $ | 45,667 | |||||||||||
A summary of nonvested long-term incentive program performance share awards (“LTIP performance shares”) outstanding as of March 31, 2014 and changes during the period are as follows: | |||||||||||||||||
Number of | Weighted- | ||||||||||||||||
Shares at | Average | ||||||||||||||||
Expected | Grant Date | ||||||||||||||||
Nonvested LTIP Performance Shares | Attainment | Fair Value | |||||||||||||||
Nonvested as of December 31, 2013 | 906,192 | $ | 41.35 | ||||||||||||||
Granted | 6,355 | 60.4 | |||||||||||||||
Forfeited | (12,870 | ) | 47.14 | ||||||||||||||
Vested | (211,881 | ) | 26.63 | ||||||||||||||
Change in attainment for 2010 grants | 8,742 | 26.63 | |||||||||||||||
Nonvested as of March 31, 2014 | 696,538 | $ | 45.71 | ||||||||||||||
During the three months ended March 31, 2014, 211,881 shares of the LTIPs vested. The Company withheld 76,093 of those shares to pay the employees’ portion of the minimum payroll withholding taxes. | |||||||||||||||||
A summary of nonvested restricted share awards (“RSAs”) as of March 31, 2014 and changes during the period are as follows: | |||||||||||||||||
Number of | |||||||||||||||||
Restricted | Weighted-Average Grant | ||||||||||||||||
Nonvested Restricted Share Awards | Share Awards | Date Fair Value | |||||||||||||||
Nonvested as of December 31, 2013 | 48,355 | $ | 44.74 | ||||||||||||||
Vested | (334 | ) | 47.63 | ||||||||||||||
Forfeited | (487 | ) | 61.54 | ||||||||||||||
Nonvested as of March 31, 2014 | 47,534 | $ | 44.55 | ||||||||||||||
During the three months ended March 31, 2014, 334 shares of the RSAs vested. The Company withheld 125 of those shares to pay the employees’ portion of the minimum payroll withholding taxes. | |||||||||||||||||
Stock Incentive Plan – S1 Corporation 2003 Stock Incentive Plan, as amended and restated | |||||||||||||||||
In relation to the acquisition of S1 Corporation (“S1”) in 2012, the Company amended the S1 Corporation 2003 Stock Incentive Plan, as previously amended and restated (the “S1 2003 Incentive Plan”). Restricted share awards (“RSAs) were granted to S1 employees by S1 Corporation prior to the acquisition by the Company in accordance with the terms of the Transaction Agreement (“Transaction RSAs”) under the S1 2003 Incentive Plan. These are the only equity awards currently outstanding under the S1 2003 Incentive Plan and no further grants will be made. | |||||||||||||||||
Under the terms of the Transaction Agreement with S1, upon the acquisition, the S1 Transaction RSAs were converted to RSAs of the Company’s stock. These awards have requisite service periods of four years and vest in increments of 25% on the anniversary of the original grant date of November 9, 2011. If an employee was terminated without cause within 12 months from the acquisition date, the RSAs 100% vest. Stock is issued without direct cost to the employee. The RSA grants provide for the payment of dividends on the Company’s common stock, if any, to the participant during the requisite service period (vesting period) and the participant has voting rights for each share of common stock. The conversion of the Transaction RSAs was treated as a modification and as such, they were valued immediately prior to and after modification. The Company recognizes compensation expense for RSAs on a straight-line basis over the requisite service period. The incremental fair value as measure upon modification will be recognized on a straight-line basis from modification date through the end of the requisite service period. | |||||||||||||||||
A summary of nonvested Transaction RSAs issued under the S1 2003 Stock Incentive Plan as of March 31, 2014 and changes during the period are as follows: | |||||||||||||||||
Number of | |||||||||||||||||
Restricted | Weighted-Average Grant | ||||||||||||||||
Nonvested Transaction Restricted Share Awards | Share Awards | Date Fair Value | |||||||||||||||
Nonvested as of December 31, 2013 | 19,184 | $ | 35.41 | ||||||||||||||
Forfeited | (2,987 | ) | 35.41 | ||||||||||||||
Nonvested as of March 31, 2014 | 16,197 | $ | 35.41 | ||||||||||||||
As of March 31, 2014, there were unrecognized compensation costs of $11.6 million related to nonvested stock options, $1.9 million related to the nonvested RSAs, and $19.5 million related to the LTIP performance shares, which the Company expects to recognize over weighted-average periods of 2.2 years, 1.6 years and 2.3 years, respectively. | |||||||||||||||||
The Company recorded stock-based compensation expenses for the three months ended March 31, 2014 and 2013 related to stock options, LTIP performance shares, RSAs, and the ESPP of $4.8 million and $3.9 million, respectively, with corresponding tax benefits of $1.8 million and $1.5 million, respectively. Tax benefits in excess of the option’s grant date fair value are classified as financing cash flows. Estimated forfeiture rates, stratified by employee classification, have been included as part of the Company’s calculations of compensation costs. The Company recognizes compensation costs for stock option awards that vest with the passage of time with only service conditions on a straight-line basis over the requisite service period. | |||||||||||||||||
Cash received from option exercises for the three months ended March 31, 2014 and 2013 was $2.9 million and $3.9 million, respectively. The actual tax benefit realized for the tax deductions from option exercises totaled $1.8 million and $1.6 million for the three months ended March 31, 2014 and 2013, respectively. |
Software_and_Other_Intangible_
Software and Other Intangible Assets | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Software and Other Intangible Assets | ' | ||||||||||||||||||||||||
5. Software and Other Intangible Assets | |||||||||||||||||||||||||
At March 31, 2014, software net book value totaling $193.1 million, net of $103.2 million of accumulated amortization, includes the net book value of software marketed for external sale of $90.8 million. The remaining software net book value of $102.3 million is comprised of various software that has been acquired or developed for internal use. | |||||||||||||||||||||||||
Quarterly amortization of software marketed for external sale is computed using the greater of the ratio of current revenues to total estimated revenues expected to be derived from the software or the straight-line method over an estimated useful life of three to ten years. Software for resale amortization expense recorded in the three months ended March 31, 2014 and 2013 totaled $3.5 million and $3.2 million, respectively. These software amortization expense amounts are reflected in cost of software license fees in the condensed consolidated statements of operations. | |||||||||||||||||||||||||
Quarterly amortization of software for internal use is computed using the straight-line method over an estimated useful life of three to ten years. Software for internal use includes software acquired through acquisitions that is used to provide certain of our hosted offerings. Amortization of software for internal use of $5.2 million and $3.4 million for the three months ended March 31, 2014 and 2013, respectively, is included in depreciation and amortization in the condensed consolidated statements of operations. | |||||||||||||||||||||||||
The carrying amount and accumulated amortization of the Company’s other intangible assets that were subject to amortization at each balance sheet date are as follows: | |||||||||||||||||||||||||
March 31, 2014 | December 31, 2013 | ||||||||||||||||||||||||
Gross | Gross | ||||||||||||||||||||||||
Carrying | Accumulated | Carrying | Accumulated | ||||||||||||||||||||||
(in thousands) | Amount | Amortization | Net Balance | Amount | Amortization | Net Balance | |||||||||||||||||||
Customer relationships | $ | 280,295 | $ | (55,152 | ) | $ | 225,143 | $ | 277,356 | $ | (49,410 | ) | $ | 227,946 | |||||||||||
Trademarks and tradenames | 12,138 | (5,333 | ) | 6,805 | 13,995 | (4,383 | ) | 9,612 | |||||||||||||||||
Covenant not to compete | 438 | (333 | ) | 105 | 438 | (303 | ) | 135 | |||||||||||||||||
Purchased Contracts | 10,880 | (10,880 | ) | — | 10,865 | (10,865 | ) | — | |||||||||||||||||
$ | 303,751 | $ | (71,698 | ) | $ | 232,053 | $ | 302,654 | $ | (64,961 | ) | $ | 237,693 | ||||||||||||
Other intangible assets amortization expense for the three months ended March 31, 2014 and 2013 totaled $6.5 million and $3.8 million, respectively. | |||||||||||||||||||||||||
Based on capitalized software and other intangible assets at March 31, 2014, estimated amortization expense for future fiscal years is as follows: | |||||||||||||||||||||||||
Other | |||||||||||||||||||||||||
Intangible | |||||||||||||||||||||||||
Software | Assets | ||||||||||||||||||||||||
Fiscal Year Ending December 31, | Amortization | Amortization | |||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Remainder of 2014 | $ | 27,839 | $ | 17,184 | |||||||||||||||||||||
2015 | 31,507 | 19,883 | |||||||||||||||||||||||
2016 | 27,475 | 18,729 | |||||||||||||||||||||||
2017 | 21,818 | 17,166 | |||||||||||||||||||||||
2018 | 20,357 | 16,656 | |||||||||||||||||||||||
2019 | 18,469 | 16,335 | |||||||||||||||||||||||
Thereafter | 45,665 | 126,100 | |||||||||||||||||||||||
Total | $ | 193,130 | $ | 232,053 | |||||||||||||||||||||
Corporate_Restructuring_and_Ot
Corporate Restructuring and Other Organizational Changes | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Restructuring And Related Activities [Abstract] | ' | ||||||||||||
Corporate Restructuring and Other Organizational Changes | ' | ||||||||||||
6. Corporate Restructuring and Other Organizational Changes | |||||||||||||
2014 Activities | |||||||||||||
During the three months ended March 31, 2014, the Company reduced its headcount as a part of its integration of its recent acquisitions. In connection with these actions, approximately $1.8 million of termination costs were recognized in general and administrative expense in the accompanying condensed consolidated statements of operations during the three months ended March 31, 2014. The charges by segment were as follows: $1.7 million in the Americas segment, $0.1 million in the Asia/Pacific segment and less than $0.1 million in the EMEA segment. Approximately $1.6 million of termination costs were paid during the first quarter of 2014. The remaining liability is expected to be paid over the next 12 months. | |||||||||||||
2013 Activities | |||||||||||||
During the three months ended March 31, 2013, the Company reduced its headcount as a part of its integration of its recent acquisitions. In connection with these actions, approximately $1.6 million of termination costs were recognized in general and administrative expense in the accompanying condensed consolidated statements of operations during the three months ended March 31, 2013. The charges were all in the Americas segment. | |||||||||||||
The components of corporate restructuring and other reorganization activities from the recent acquisitions are included in the following table: | |||||||||||||
Facility | |||||||||||||
(in thousands) | Severance | Closures | Total | ||||||||||
Balance, December 31, 2013 | $ | 1,470 | $ | 1,871 | $ | 3,341 | |||||||
Restructuring charges incurred | 1,822 | (196 | ) | 1,626 | |||||||||
Amounts paid during the period | (1,608 | ) | (564 | ) | (2,172 | ) | |||||||
Foreign currency translation | (13 | ) | — | (13 | ) | ||||||||
Balance, March 31, 2014 | $ | 1,671 | $ | 1,111 | $ | 2,782 | |||||||
The $1.7 million for unpaid severance is included in accrued employee compensation and the $1.1 million for unpaid facility closures is included in accrued and other current liabilities in the accompanying condensed consolidated balance sheet at March 31, 2014. |
Common_Stock_and_Treasury_Stoc
Common Stock and Treasury Stock | 3 Months Ended |
Mar. 31, 2014 | |
Equity [Abstract] | ' |
Common Stock and Treasury Stock | ' |
7. Common Stock and Treasury Stock | |
As of December 31, 2011, the Company’s Board of Directors had approved a stock repurchase program authorizing the Company, from time to time as market and business conditions warrant, to acquire up to $210 million of its common stock. In February 2012, the Company’s Board of Directors approved an increase of $52.1 million to their current stock repurchase authorization, bringing the total authorization to $262.1 million. | |
On September 13, 2012, the Company’s Board of Directors approved the repurchase of up to 2,500,000 shares of the Company’s common stock, or up to $113.0 million in place of the remaining repurchase amounts previously authorized. In July 2013, the Company’s Board of Directors approved an additional $100 million for the stock repurchase program. In February 2014, the Company’s Board of Directors again approved an additional $100 million for the stock repurchase program. | |
The Company repurchased 1,192,809 shares for $70.0 million under the program during the three months ended March, 2014. Under the program to date, the Company has repurchased 12,369,489 shares for approximately $395.8 million. The maximum remaining authorized for purchase under the stock repurchase program was approximately $138.3 million as of March 31, 2014. |
Earnings_Per_Share
Earnings Per Share | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Earnings Per Share | ' | ||||||||
8. Earnings Per Share | |||||||||
Basic earnings (loss) per share is computed on the basis of weighted average outstanding common shares. Diluted earnings (loss) per share is computed on the basis of basic weighted average outstanding common shares adjusted for the dilutive effect of stock options and other outstanding dilutive securities. | |||||||||
The following table reconciles the average share amounts used to compute both basic and diluted earnings (loss) per share (in thousands): | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Weighted average shares outstanding: | |||||||||
Basic weighted average shares outstanding | 38,411 | 39,465 | |||||||
Add: Dilutive effect of stock options and restricted stock awards | — | — | |||||||
Diluted weighted average shares outstanding | 38,411 | 39,465 | |||||||
The diluted loss per share computation excludes 3.1 million and 3.8 million options to purchase shares, restricted share awards, and contingently issuable shares during the three months ended March 31, 2014 and 2013, respectively, as their effect would be anti-dilutive. | |||||||||
Common stock outstanding as of March 31, 2014 and December 31, 2013 was 37,925,849 and 38,854,989, respectively. |
Other_net
Other, net | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Other Income And Expenses [Abstract] | ' | ||||||||
Other, net | ' | ||||||||
9. Other, net | |||||||||
Other, net is comprised of the following items: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
(in thousands) | 2014 | 2013 | |||||||
Foreign currency transaction gains (losses) | $ | (949 | ) | $ | 3,466 | ||||
Other | (108 | ) | (301 | ) | |||||
Total | $ | (1,057 | ) | $ | 3,165 | ||||
Segment_Information
Segment Information | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Segment Reporting [Abstract] | ' | ||||||||
Segment Information | ' | ||||||||
10. Segment Information | |||||||||
The Company’s chief operating decision maker, together with other senior management personnel, currently focus their review of consolidated financial information and the allocation of resources based on reporting of operating results, including revenues and operating income (loss), for the geographic regions of the Americas, EMEA and Asia/Pacific and the Corporate line item. The Company’s products are sold and supported through distribution networks covering these three geographic regions, with each distribution network having its own sales force. The Company supplements its distribution networks with independent reseller and/or distributor arrangements. All administrative costs that are not directly attributable or reasonably allocable to a geographic segment are tracked in the Corporate line item. As such, the Company has concluded that its three geographic regions are its reportable segments. | |||||||||
The Company allocates segment support expenses such as global product development, business operations, and product management based upon percentage of revenue per segment. Depreciation and amortization costs are allocated as a percentage of the headcount by segment. The Corporate line item consists of the corporate overhead costs that are not allocated to reportable segments. Corporate overhead costs relate to human resources, finance, legal, accounting, merger and acquisition activity and amortization of acquisition-related intangibles and other costs that are not considered when management evaluates segment performance. | |||||||||
The following is selected segment financial data for the periods indicated: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
(in thousands) | 2014 | 2013 | |||||||
Revenues: | |||||||||
Americas | $ | 154,769 | $ | 94,313 | |||||
EMEA | 47,461 | 47,571 | |||||||
Asia/Pacific | 19,243 | 20,113 | |||||||
$ | 221,473 | $ | 161,997 | ||||||
Income (loss) before income taxes: | |||||||||
Americas | $ | 16,281 | $ | 12,967 | |||||
EMEA | 17,510 | 15,055 | |||||||
Asia/Pacific | 5,579 | 5,840 | |||||||
Corporate | (49,112 | ) | (38,472 | ) | |||||
$ | (9,742 | ) | $ | (4,610 | ) | ||||
March 31, | December 31, | ||||||||
(in thousands) | 2014 | 2013 | |||||||
Total assets: | |||||||||
Americas—United States | $ | 1,091,588 | $ | 1,129,064 | |||||
Americas—Other | 36,260 | 39,995 | |||||||
EMEA | 383,160 | 380,320 | |||||||
Asia/Pacific | 128,994 | 132,472 | |||||||
$ | 1,640,002 | $ | 1,681,851 | ||||||
No single customer accounted for more than 10% of the Company’s consolidated revenues during the three months ended March 31, 2014 and 2013. No other country outside the United States accounted for more than 10% of the Company’s consolidated revenues during the three months ended March 31, 2014 and 2013. |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
11. Income Taxes | |
The effective tax rate for the three months ended March 31, 2014 was a benefit of 40.7%. The earnings of the Company’s foreign entities for the three months ended March 31, 2014 were $5.6 million. The tax rates in the foreign jurisdictions in which the Company operates are less than the domestic tax rate. The effective tax rate for the three months ended March 31, 2014 was negatively impacted by losses in certain foreign jurisdictions taxed at lower rates, partially offset by profits in other foreign jurisdictions taxed at lower rates and domestic losses taxed at higher rates. | |
The effective tax rate for the three months ended March 31, 2013 was a benefit of 53.0%. The earnings of the Company’s foreign entities for the three months ended March 31, 2013 was $8.9 million. The tax rates in the foreign jurisdictions in which the Company operates are less than the Company’s domestic rate, therefore, losses in the foreign jurisdictions will have a negative impact on the Company’s effective tax rate, while earnings in the foreign jurisdictions will have a positive impact on the Company’s effective tax rate. The effective tax rate for the three months ended March 31, 2013 was positively impacted by foreign profits taxed at lower rates and a domestic loss taxed at a high rate as well as recognition of $1.4 million tax benefit as a result of implementing the 2012 American Taxpayer Relief Act. The effective tax rate for the three months ended March 31, 2013 was negatively impacted by acquisition related expenses that are not deductible for tax purposes as well as an increase in the valuation allowance against foreign tax credits as a result of the acquisition of ORCC. | |
The Company’s effective tax rate could fluctuate significantly on a quarterly basis and could be negatively affected to the extent earnings are lower in the countries in which it operates that have a lower statutory rate or higher in the countries in which it operates that have a higher statutory rate or to the extent it has losses sustained in countries where the future utilization of losses are uncertain. The Company’s effective tax rate could also fluctuate due to changes in the valuation of its deferred tax assets or liabilities, or by changes in tax laws, regulations, accounting principles, or interpretations thereof. In addition, the Company is occasionally subject to examination of its income tax returns by tax authorities in the jurisdictions it operates. The Company regularly assesses the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of its provision for income taxes. | |
The amount of unrecognized tax benefits for uncertain tax positions was $14.8 million as of March 31, 2014 and $15.0 million as of December 31, 2013, excluding related liabilities for interest and penalties of $2.3 million as of March 31, 2014 and December 31, 2013. | |
The Company believes it is reasonably possible that the total amount of unrecognized tax benefits will decrease within the next 12 months by approximately $0.9 million, due to the settlement of various audits and the expiration of statutes of limitation. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitments And Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
12. Commitments and Contingencies | |
Legal Proceedings | |
From time to time, the Company is involved in various litigation matters arising in the ordinary course of its business. The Company is not currently a party to any legal proceedings, the adverse outcome of which, individually or in the aggregate, the Company believes would be likely to have a material effect on the Company’s financial condition, results of operations or cash flows. | |
Indemnities | |
Under certain customer contracts, the Company indemnifies customers for certain matters including third party claims of intellectual property infringement relating to the use of our products. Our maximum potential exposure under indemnification arrangements can range from a specified dollar amount to an unlimited amount, depending on the nature of the transactions and the agreements. The Company has recorded an accrual for estimated losses for demands for indemnification that have been tendered by certain customers. The Company does not have any reason to believe that we will be required to make any material payments under these indemnity provisions in excess of the balance accrued at March 31, 2014. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
13. Subsequent Events | |
On April 10, 2014, the Company announced that its Board of Directors approved a three-for-one stock split effective through a dividend. Stockholders of record at the close of business on June 30, 2014 will receive two additional shares for every outstanding share held on the record date. The additional shares will be payable on July 10, 2014. This stock split is subject to stockholders approving an amendment to the Company’s certificate of incorporation to increase the number of authorized common shares. This stockholder approval is expected to be obtained at the June 18, 2014 annual meeting of stockholders. |
Condensed_Consolidated_Financi1
Condensed Consolidated Financial Statements (Policies) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Cash and cash equivalents | ' | ||||||||||||||||
Cash and cash equivalents | |||||||||||||||||
The fair values of cash and cash equivalents approximate the carrying values due to the short period of time to maturity (Level 2 of the fair value hierarchy). | |||||||||||||||||
Receivables, net | ' | ||||||||||||||||
Receivables, net | |||||||||||||||||
Receivables represent amounts billed and amounts earned that are to be billed in the near future. Included in accrued receivables are services and software hosting revenues earned in the current period but billed in the following period as well as license revenues that are determined to be fixed and determinable but billed in future periods. | |||||||||||||||||
March 31, | December 31, | ||||||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||||||
Billed Receivables | $ | 177,860 | $ | 173,100 | |||||||||||||
Allowance for doubtful accounts | (4,149 | ) | (4,459 | ) | |||||||||||||
Billed, net | 173,711 | 168,641 | |||||||||||||||
Accrued Receivables | 29,889 | 34,934 | |||||||||||||||
Receivables, net | $ | 203,600 | $ | 203,575 | |||||||||||||
Other Current Assets and Other Current Liabilities | ' | ||||||||||||||||
Other Current Assets and Other Current Liabilities | |||||||||||||||||
March 31, | December 31, | ||||||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||||||
Settlement deposits | $ | 19,933 | $ | 27,770 | |||||||||||||
Settlement receivables | 14,104 | 20,119 | |||||||||||||||
Current debt issuance costs | 5,181 | 5,276 | |||||||||||||||
Other | 11,738 | 12,163 | |||||||||||||||
Total other current assets | $ | 50,956 | $ | 65,328 | |||||||||||||
March 31, | December 31, | ||||||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||||||
Settlement payables | $ | 30,679 | $ | 42,841 | |||||||||||||
Accrued interest | 2,447 | 7,074 | |||||||||||||||
Vendor financed licenses | 6,611 | 6,410 | |||||||||||||||
Royalties payable | 5,128 | 5,627 | |||||||||||||||
Other | 25,953 | 33,064 | |||||||||||||||
Total other current liabilities | $ | 70,818 | $ | 95,016 | |||||||||||||
Off Balance Sheet Accounts | ' | ||||||||||||||||
Off Balance Sheet Accounts | |||||||||||||||||
The Company also enters into agreements with certain clients to process payment funds on their behalf. When an automated clearing house or automated teller machine network payment transaction is processed, a transaction is initiated to withdraw funds from the designated source account and deposit them into a settlement account, which is a trust account maintained for the benefit of the Company’s clients. A simultaneous transaction is initiated to transfer funds from the settlement account to the intended destination account. These “back to back” transactions are designed to settle at the same time, usually overnight, such that the funds are received from the source at the same time as the funds are sent to their destination. However, due to the transactions being with various financial institutions there may be timing differences that result in float balances. These funds are maintained in accounts for the benefit of the client which are separate from the Company’s corporate assets. As the Company does not take ownership of the funds, those settlement accounts are not included in the Company’s balance sheet. The Company is entitled to interest earned on the fund balances. The collection of interest on these settlement accounts is considered in the Company’s determination of its fee structure for clients and represents a portion of the payment for services performed by the Company. The amount of off balance sheet settlement funds as of March 31, 2014 and December 31, 2013 were $214.8 million and $284.0 million, respectively. | |||||||||||||||||
Accumulated Other Comprehensive Loss | ' | ||||||||||||||||
Accumulated Other Comprehensive Loss | |||||||||||||||||
The $20.4 million and $23.3 million accumulated other comprehensive loss included in the Company’s consolidated balance sheets as of March 31, 2014 and December 31, 2013, respectively, represents the accumulated foreign currency translation adjustment. Since the undistributed earnings of the Company’s foreign subsidiaries are considered to be permanently reinvested, the components of accumulated other comprehensive loss have not been tax effected. | |||||||||||||||||
Goodwill | ' | ||||||||||||||||
Goodwill | |||||||||||||||||
Changes in the carrying amount of goodwill attributable to each reporting unit with goodwill balances during the three months ended March 31, 2014 were as follows: | |||||||||||||||||
(in thousands) | Americas | EMEA | Asia/Pacific | Total | |||||||||||||
Gross Balance prior to December 31, 2013 | $ | 488,698 | $ | 160,158 | $ | 67,793 | $ | 716,649 | |||||||||
Total impairment prior to December 31, 2013 | (47,432 | ) | — | — | (47,432 | ) | |||||||||||
Balance, December 31, 2013 | 441,266 | 160,158 | 67,793 | 669,217 | |||||||||||||
Goodwill from acquisitions (1) | (5,026 | ) | — | — | (5,026 | ) | |||||||||||
Foreign currency translation adjustments | (153 | ) | 163 | 1,205 | 1,215 | ||||||||||||
Balance, March 31, 2014 | $ | 436,087 | $ | 160,321 | $ | 68,998 | $ | 665,406 | |||||||||
-1 | Goodwill from acquisitions relates to adjustments in the goodwill recorded for the acquisitions of Official Payments Holdings, Inc. (“OPAY”), Online Resources Corporation (“ORCC”), and Profesionales en Transacciones Electronicas S.A. (“PTESA”) as discussed in Note 2. The purchase price allocation for OPAY is preliminary as of March 31, 2014 and accordingly is subject to future changes during the maximum one-year allocation period. | ||||||||||||||||
In accordance with ASC 350, Intangibles – Goodwill and Other, we assess goodwill for impairment annually during the fourth quarter of our fiscal year using October 1 balances or when there is evidence that events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. We evaluate goodwill at the reporting unit level and have identified our reportable segments, Americas, EMEA, and Asia/Pacific, as our reporting units. Recoverability of goodwill is measured using a discounted cash flow model incorporating discount rates commensurate with the risks involved. Use of a discounted cash flow model is common practice in impairment testing in the absence of available transactional market evidence to determine the fair value. | |||||||||||||||||
The calculated fair value was substantially in excess of the current carrying value for all reporting units based upon our October 1, 2013 annual impairment test and there have been no indications of impairment in the subsequent periods. | |||||||||||||||||
Revenue | ' | ||||||||||||||||
Revenue | |||||||||||||||||
Vendor Specific Objective Evidence (“VSOE”) | |||||||||||||||||
ASC 985-605 requires the seller of software that includes post contract customer support (maintenance or “PCS”) to establish VSOE of fair value of the undelivered element of the contract in order to account separately for the PCS revenue. The Company has traditionally established VSOE of the fair value of PCS by reference to stated renewals, expressed in dollar terms, or separate sales with consistent pricing of PCS expressed in percentage terms. In determining whether a stated renewal is not substantive, the Company considers factors such as whether the period of the initial PCS term is relatively long when compared to the term of the software license or whether the PCS renewal rate is significantly below the Company’s normal pricing practices. In determining whether PCS pricing is consistent, the Company considers the population of separate sales that are within a reasonably narrow range of the median within the identified market segment over the trailing 12 month period. | |||||||||||||||||
Effective July 2013, the Company establishes VSOE of fair value of PCS by reference to stated renewals for all identified marked segments. The Company continues to consider factors such as whether the period of the initial PCS term is relatively long when compared to the term of the software license or whether the PCS renewal is significantly below the Company’s normal pricing practices. In determining whether PCS pricing is significantly below the Company’s normal pricing practice, the Company considers the population of stated renewal rates that are within a reasonably narrow range of the median within the identified market segment over the trailing 12 month period. The change in estimation methodology does not have a material effect on our financial statements. | |||||||||||||||||
Certain of the Company’s software license arrangements include PCS terms that fail to achieve VSOE of fair value due to non-substantive renewal periods or non-substantive PCS renewal amounts. For these arrangements, VSOE of fair value of PCS does not exist and revenues for the software license, PCS and services, if applicable, are considered to be one accounting unit and are therefore recognized ratably over the longer of the contractual service term or PCS term once the delivery of both services has commenced. The Company typically classifies revenues associated with these arrangements in accordance with the contractually specified amounts, which approximate fair value assigned to the various elements, including software license fees, maintenance fees and services, if applicable. | |||||||||||||||||
This allocation methodology has been applied to the following amounts included in revenues in the condensed consolidated statements of operations from arrangements for which VSOE of fair value does not exist for each undelivered element: | |||||||||||||||||
Three Months Ended | |||||||||||||||||
March 31, | |||||||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||||||
Software license fees | $ | 6,856 | $ | 5,801 | |||||||||||||
Maintenance fees | 2,216 | 2,321 | |||||||||||||||
Services | 8 | 3 | |||||||||||||||
Total | $ | 9,080 | $ | 8,125 | |||||||||||||
Earnings per share | ' | ||||||||||||||||
Basic earnings (loss) per share is computed on the basis of weighted average outstanding common shares. Diluted earnings (loss) per share is computed on the basis of basic weighted average outstanding common shares adjusted for the dilutive effect of stock options and other outstanding dilutive securities. | |||||||||||||||||
Segment Information | ' | ||||||||||||||||
The Company’s chief operating decision maker, together with other senior management personnel, currently focus their review of consolidated financial information and the allocation of resources based on reporting of operating results, including revenues and operating income (loss), for the geographic regions of the Americas, EMEA and Asia/Pacific and the Corporate line item. The Company’s products are sold and supported through distribution networks covering these three geographic regions, with each distribution network having its own sales force. The Company supplements its distribution networks with independent reseller and/or distributor arrangements. All administrative costs that are not directly attributable or reasonably allocable to a geographic segment are tracked in the Corporate line item. As such, the Company has concluded that its three geographic regions are its reportable segments. | |||||||||||||||||
The Company allocates segment support expenses such as global product development, business operations, and product management based upon percentage of revenue per segment. Depreciation and amortization costs are allocated as a percentage of the headcount by segment. The Corporate line item consists of the corporate overhead costs that are not allocated to reportable segments. Corporate overhead costs relate to human resources, finance, legal, accounting, merger and acquisition activity and amortization of acquisition-related intangibles and other costs that are not considered when management evaluates segment performance. |
Condensed_Consolidated_Financi2
Condensed Consolidated Financial Statements (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Receivables and Concentration of Credit Risk | ' | ||||||||||||||||
Receivables represent amounts billed and amounts earned that are to be billed in the near future. Included in accrued receivables are services and software hosting revenues earned in the current period but billed in the following period as well as license revenues that are determined to be fixed and determinable but billed in future periods. | |||||||||||||||||
March 31, | December 31, | ||||||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||||||
Billed Receivables | $ | 177,860 | $ | 173,100 | |||||||||||||
Allowance for doubtful accounts | (4,149 | ) | (4,459 | ) | |||||||||||||
Billed, net | 173,711 | 168,641 | |||||||||||||||
Accrued Receivables | 29,889 | 34,934 | |||||||||||||||
Receivables, net | $ | 203,600 | $ | 203,575 | |||||||||||||
Components of Other Current Assets and Other Current Liabilities | ' | ||||||||||||||||
Other Current Assets and Other Current Liabilities | |||||||||||||||||
March 31, | December 31, | ||||||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||||||
Settlement deposits | $ | 19,933 | $ | 27,770 | |||||||||||||
Settlement receivables | 14,104 | 20,119 | |||||||||||||||
Current debt issuance costs | 5,181 | 5,276 | |||||||||||||||
Other | 11,738 | 12,163 | |||||||||||||||
Total other current assets | $ | 50,956 | $ | 65,328 | |||||||||||||
March 31, | December 31, | ||||||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||||||
Settlement payables | $ | 30,679 | $ | 42,841 | |||||||||||||
Accrued interest | 2,447 | 7,074 | |||||||||||||||
Vendor financed licenses | 6,611 | 6,410 | |||||||||||||||
Royalties payable | 5,128 | 5,627 | |||||||||||||||
Other | 25,953 | 33,064 | |||||||||||||||
Total other current liabilities | $ | 70,818 | $ | 95,016 | |||||||||||||
Changes in Carrying Amount of Goodwill | ' | ||||||||||||||||
Changes in the carrying amount of goodwill attributable to each reporting unit with goodwill balances during the three months ended March 31, 2014 were as follows: | |||||||||||||||||
(in thousands) | Americas | EMEA | Asia/Pacific | Total | |||||||||||||
Gross Balance prior to December 31, 2013 | $ | 488,698 | $ | 160,158 | $ | 67,793 | $ | 716,649 | |||||||||
Total impairment prior to December 31, 2013 | (47,432 | ) | — | — | (47,432 | ) | |||||||||||
Balance, December 31, 2013 | 441,266 | 160,158 | 67,793 | 669,217 | |||||||||||||
Goodwill from acquisitions (1) | (5,026 | ) | — | — | (5,026 | ) | |||||||||||
Foreign currency translation adjustments | (153 | ) | 163 | 1,205 | 1,215 | ||||||||||||
Balance, March 31, 2014 | $ | 436,087 | $ | 160,321 | $ | 68,998 | $ | 665,406 | |||||||||
-1 | Goodwill from acquisitions relates to adjustments in the goodwill recorded for the acquisitions of Official Payments Holdings, Inc. (“OPAY”), Online Resources Corporation (“ORCC”), and Profesionales en Transacciones Electronicas S.A. (“PTESA”) as discussed in Note 2. The purchase price allocation for OPAY is preliminary as of March 31, 2014 and accordingly is subject to future changes during the maximum one-year allocation period. | ||||||||||||||||
Revenues in Condensed Consolidated Statements of Operations from Arrangements for which Vendor-Specific Objective Evidence of Fair Value Does Not Exist for Each Undelivered Element | ' | ||||||||||||||||
This allocation methodology has been applied to the following amounts included in revenues in the condensed consolidated statements of operations from arrangements for which VSOE of fair value does not exist for each undelivered element: | |||||||||||||||||
Three Months Ended | |||||||||||||||||
March 31, | |||||||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||||||
Software license fees | $ | 6,856 | $ | 5,801 | |||||||||||||
Maintenance fees | 2,216 | 2,321 | |||||||||||||||
Services | 8 | 3 | |||||||||||||||
Total | $ | 9,080 | $ | 8,125 | |||||||||||||
Acquisitions_Tables
Acquisitions (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||
Preliminary Purchase Price Allocation | ' | ||||||||||||||||
In connection with the acquisitions, the Company recorded the following amounts based upon its purchase price allocations as of March 31, 2014. The purchase price allocation for OPAY is considered preliminary and is subject to completion of valuations and other analyses | |||||||||||||||||
Official | Online | ||||||||||||||||
(in thousands, except weighted | Weighted-Average | Payments | Resources | ||||||||||||||
average useful lives) | Useful Lives | Holdings, Inc. | Corporation | PTESA | |||||||||||||
Current assets: | |||||||||||||||||
Cash and cash equivalents | $ | 25,871 | $ | 9,930 | $ | 193 | |||||||||||
Billed and accrued receivables, net | 2,858 | 19,394 | 327 | ||||||||||||||
Deferred income taxes, net | 2,443 | 11,726 | — | ||||||||||||||
Other current assets | 27,766 | 17,643 | 95 | ||||||||||||||
Total current assets acquired | 58,938 | 58,693 | 615 | ||||||||||||||
Noncurrent assets: | |||||||||||||||||
Property and equipment | 8,141 | 7,335 | 6 | ||||||||||||||
Goodwill | 38,715 | 122,247 | 7,113 | ||||||||||||||
Software | 10 years | 26,013 | 62,215 | 7,732 | |||||||||||||
Customer relationships | 14 -15 years | 49,900 | 68,750 | — | |||||||||||||
Trademarks | 3 - 5 years | 3,200 | 3,050 | — | |||||||||||||
Other noncurrent assets | 5,673 | 459 | 7 | ||||||||||||||
Total assets acquired | 190,580 | 322,749 | 15,473 | ||||||||||||||
Current liabilities: | |||||||||||||||||
Accounts payable | 8,869 | 15,394 | 341 | ||||||||||||||
Accrued employee compensation | 15,006 | 10,549 | 261 | ||||||||||||||
Note payable | — | 7,500 | — | ||||||||||||||
Other current liabilities | 26,095 | 7,559 | — | ||||||||||||||
Total current liabilities acquired | 49,970 | 41,002 | 602 | ||||||||||||||
Noncurrent liabilities: | |||||||||||||||||
Deferred income taxes, net | — | 18,290 | 225 | ||||||||||||||
Other noncurrent liabilities acquired | |||||||||||||||||
828 | 3,339 | 439 | |||||||||||||||
Total liabilities acquired | 50,798 | 62,631 | 1,266 | ||||||||||||||
Net assets acquired | $ | 139,782 | $ | 260,118 | $ | 14,207 | |||||||||||
Pro Forma Results of Combined Company Operations | ' | ||||||||||||||||
The pro forma financial information in the table below presents the combined results of operations for ACI, ORCC and OPAY as if the acquisitions had occurred January 1, 2012 (in thousands, except per share data). The pro forma information is shown for illustrative purposes only and is not necessarily indicative of future results of operations of the Company or results of operations of the Company that would have actually occurred had the transactions been in effect for the periods presented. This pro forma information is not intended to represent or be indicative of actual results had the acquisition occurred as of the beginning of each period, nor is it necessarily indicative of future results and does not reflect potential synergies, integration costs, or other such costs or savings. Certain pro forma adjustments have been made to net loss for the three months ended March 31, 2013 to give effect to estimated adjustments to expenses to remove the amortization on eliminated OPAY and ORCC historical identifiable intangible assets and add amortization expense for the value of identified intangibles acquired in the acquisitions (primarily acquired software, customer relationships, trade names, and covenants not to compete), adjustments to interest expense to reflect the elimination of preexisting OPAY and ORCC debt and add estimated interest expense on the Company’s additional Term Credit Facility borrowings and to eliminate share-based compensation expense for eliminated positions. Additionally, certain transaction expenses that are a direct result of the acquisitions have been excluded from the three months ended March 31, 2013. | |||||||||||||||||
Pro Forma Results of | |||||||||||||||||
Operations for the Three | |||||||||||||||||
Months Ended | |||||||||||||||||
(in thousands, except per share data) | March 31, 2013 | ||||||||||||||||
Total Revenues | $ | 228,160 | |||||||||||||||
Net loss | (3,325 | ) | |||||||||||||||
Loss per share | |||||||||||||||||
Basic | $ | (0.08 | ) | ||||||||||||||
Diluted | $ | (0.08 | ) |
Debt_Tables
Debt (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Maturities on Long-Term Debt Outstanding | ' | ||||||||
Maturities on long-term debt outstanding at March 31, 2014 are as follows: | |||||||||
Fiscal year ending | |||||||||
December 31, | |||||||||
(in thousands) | |||||||||
2014 | $ | 38,441 | |||||||
2015 | 65,055 | ||||||||
2016 | 70,969 | ||||||||
2017 | 70,969 | ||||||||
2018 | 233,078 | ||||||||
Thereafter | 300,000 | ||||||||
Total | $ | 778,512 | |||||||
Carrying Value of Senior Notes | ' | ||||||||
The fair value of our Credit Agreement approximates the carrying value due to the floating interest rate (Level 2 of the fair value hierarchy). The fair value of our Senior Notes approximates the carrying value at March 31, 2014. | |||||||||
As of March 31, | As of December 31, | ||||||||
(in thousands) | 2014 | 2013 | |||||||
Term credit facility | $ | 446,512 | $ | 455,383 | |||||
Revolving credit facility | 32,000 | — | |||||||
6.375% Senior Notes, due August 2020 | 300,000 | 300,000 | |||||||
Total debt | 778,512 | 755,383 | |||||||
Less current portion of term credit facility | 53,227 | 47,313 | |||||||
Total long-term debt | $ | 725,285 | $ | 708,070 | |||||
StockBased_Compensation_Plans_
Stock-Based Compensation Plans (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Summary of Stock Options Issued Pursuant to Stock Incentive Plans | ' | ||||||||||||||||
A summary of stock options issued pursuant to the Company’s stock incentive plans is as follows: | |||||||||||||||||
Weighted- | |||||||||||||||||
Weighted- | Average | Aggregate | |||||||||||||||
Average | Remaining | Intrinsic Value of | |||||||||||||||
Number of | Exercise | Contractual | In-the-Money | ||||||||||||||
Shares | Price | Term (Years) | Options | ||||||||||||||
Outstanding as of December 31, 2013 | 2,469,607 | $ | 33.07 | ||||||||||||||
Granted | 9,044 | 60.4 | |||||||||||||||
Exercised | (120,577 | ) | 23.9 | ||||||||||||||
Forfeited | (12,057 | ) | 54.47 | ||||||||||||||
Outstanding as of March 31, 2014 | 2,346,017 | $ | 33.54 | 5.69 | $ | 60,959,472 | |||||||||||
Exercisable as of March 31, 2014 | 1,665,677 | $ | 26.74 | 4.31 | $ | 54,047,694 | |||||||||||
Estimated Fair Value of Options Granted using Black-Scholes Option-Pricing Model with Weighted-Average Assumptions | ' | ||||||||||||||||
The fair value of options granted during the three months ended March 31, 2014 and 2013 was estimated on the date of grant using the Black-Scholes option-pricing model, a pricing model acceptable under U.S. GAAP, with the following weighted-average assumptions: | |||||||||||||||||
Three Months Ended | Three Months Ended | ||||||||||||||||
March 31, 2014 | March 31, 2013 | ||||||||||||||||
Expected life (years) | 5.93 | 5.55 | |||||||||||||||
Interest rate | 1.8 | % | 0.8 | % | |||||||||||||
Volatility | 45.2 | % | 50 | % | |||||||||||||
Dividend yield | — | — | |||||||||||||||
Summary of Nonvested Long-Term Incentive Program Performance Share Awards Outstanding and Changes During Period | ' | ||||||||||||||||
A summary of nonvested long-term incentive program performance share awards (“LTIP performance shares”) outstanding as of March 31, 2014 and changes during the period are as follows: | |||||||||||||||||
Number of | Weighted- | ||||||||||||||||
Shares at | Average | ||||||||||||||||
Expected | Grant Date | ||||||||||||||||
Nonvested LTIP Performance Shares | Attainment | Fair Value | |||||||||||||||
Nonvested as of December 31, 2013 | 906,192 | $ | 41.35 | ||||||||||||||
Granted | 6,355 | 60.4 | |||||||||||||||
Forfeited | (12,870 | ) | 47.14 | ||||||||||||||
Vested | (211,881 | ) | 26.63 | ||||||||||||||
Change in attainment for 2010 grants | 8,742 | 26.63 | |||||||||||||||
Nonvested as of March 31, 2014 | 696,538 | $ | 45.71 | ||||||||||||||
Summary of Nonvested Restricted Share Awards and Changes During Period | ' | ||||||||||||||||
A summary of nonvested restricted share awards (“RSAs”) as of March 31, 2014 and changes during the period are as follows: | |||||||||||||||||
Number of | |||||||||||||||||
Restricted | Weighted-Average Grant | ||||||||||||||||
Nonvested Restricted Share Awards | Share Awards | Date Fair Value | |||||||||||||||
Nonvested as of December 31, 2013 | 48,355 | $ | 44.74 | ||||||||||||||
Vested | (334 | ) | 47.63 | ||||||||||||||
Forfeited | (487 | ) | 61.54 | ||||||||||||||
Nonvested as of March 31, 2014 | 47,534 | $ | 44.55 | ||||||||||||||
S1 2003 Stock Incentive Plan | ' | ||||||||||||||||
Summary of Nonvested Restricted Share Awards and Changes During Period | ' | ||||||||||||||||
A summary of nonvested Transaction RSAs issued under the S1 2003 Stock Incentive Plan as of March 31, 2014 and changes during the period are as follows: | |||||||||||||||||
Number of | |||||||||||||||||
Restricted | Weighted-Average Grant | ||||||||||||||||
Nonvested Transaction Restricted Share Awards | Share Awards | Date Fair Value | |||||||||||||||
Nonvested as of December 31, 2013 | 19,184 | $ | 35.41 | ||||||||||||||
Forfeited | (2,987 | ) | 35.41 | ||||||||||||||
Nonvested as of March 31, 2014 | 16,197 | $ | 35.41 | ||||||||||||||
Online Resources Corporation | ' | ||||||||||||||||
Summary of Stock Options Issued Pursuant to Stock Incentive Plans | ' | ||||||||||||||||
A summary of transaction stock options issued pursuant to the Company’s stock incentive plans is as follows: | |||||||||||||||||
Weighted- | |||||||||||||||||
Weighted- | Average | Aggregate | |||||||||||||||
Average | Remaining | Intrinsic Value of | |||||||||||||||
Number of | Exercise | Contractual | In-the-Money | ||||||||||||||
Shares | Price | Term (Years) | Options | ||||||||||||||
Outstanding as of December 31, 2013 | 20,815 | $ | 105.09 | ||||||||||||||
Exercised | (121 | ) | 41.76 | ||||||||||||||
Cancelled | (2,757 | ) | 101.35 | ||||||||||||||
Outstanding as of March 31, 2014 | 17,937 | $ | 106.09 | 2.09 | $ | 45,667 | |||||||||||
Exercisable as of March 31, 2014 | 17,937 | $ | 106.09 | 2.09 | $ | 45,667 | |||||||||||
Software_and_Other_Intangible_1
Software and Other Intangible Assets (Tables) | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Carrying Amount and Accumulated Amortization of Other Intangible Assets | ' | ||||||||||||||||||||||||
The carrying amount and accumulated amortization of the Company’s other intangible assets that were subject to amortization at each balance sheet date are as follows: | |||||||||||||||||||||||||
March 31, 2014 | December 31, 2013 | ||||||||||||||||||||||||
Gross | Gross | ||||||||||||||||||||||||
Carrying | Accumulated | Carrying | Accumulated | ||||||||||||||||||||||
(in thousands) | Amount | Amortization | Net Balance | Amount | Amortization | Net Balance | |||||||||||||||||||
Customer relationships | $ | 280,295 | $ | (55,152 | ) | $ | 225,143 | $ | 277,356 | $ | (49,410 | ) | $ | 227,946 | |||||||||||
Trademarks and tradenames | 12,138 | (5,333 | ) | 6,805 | 13,995 | (4,383 | ) | 9,612 | |||||||||||||||||
Covenant not to compete | 438 | (333 | ) | 105 | 438 | (303 | ) | 135 | |||||||||||||||||
Purchased Contracts | 10,880 | (10,880 | ) | — | 10,865 | (10,865 | ) | — | |||||||||||||||||
$ | 303,751 | $ | (71,698 | ) | $ | 232,053 | $ | 302,654 | $ | (64,961 | ) | $ | 237,693 | ||||||||||||
Estimated Amortization Expense for Future Fiscal Years Based on Capitalized Software and Other Intangible Assets | ' | ||||||||||||||||||||||||
Based on capitalized software and other intangible assets at March 31, 2014, estimated amortization expense for future fiscal years is as follows: | |||||||||||||||||||||||||
Other | |||||||||||||||||||||||||
Intangible | |||||||||||||||||||||||||
Software | Assets | ||||||||||||||||||||||||
Fiscal Year Ending December 31, | Amortization | Amortization | |||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Remainder of 2014 | $ | 27,839 | $ | 17,184 | |||||||||||||||||||||
2015 | 31,507 | 19,883 | |||||||||||||||||||||||
2016 | 27,475 | 18,729 | |||||||||||||||||||||||
2017 | 21,818 | 17,166 | |||||||||||||||||||||||
2018 | 20,357 | 16,656 | |||||||||||||||||||||||
2019 | 18,469 | 16,335 | |||||||||||||||||||||||
Thereafter | 45,665 | 126,100 | |||||||||||||||||||||||
Total | $ | 193,130 | $ | 232,053 | |||||||||||||||||||||
Corporate_Restructuring_and_Ot1
Corporate Restructuring and Other Organizational Changes (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Restructuring And Related Activities [Abstract] | ' | ||||||||||||
Components of Corporate Restructuring and Other Reorganization Activities from Recent Acquisitions | ' | ||||||||||||
The components of corporate restructuring and other reorganization activities from the recent acquisitions are included in the following table: | |||||||||||||
Facility | |||||||||||||
(in thousands) | Severance | Closures | Total | ||||||||||
Balance, December 31, 2013 | $ | 1,470 | $ | 1,871 | $ | 3,341 | |||||||
Restructuring charges incurred | 1,822 | (196 | ) | 1,626 | |||||||||
Amounts paid during the period | (1,608 | ) | (564 | ) | (2,172 | ) | |||||||
Foreign currency translation | (13 | ) | — | (13 | ) | ||||||||
Balance, March 31, 2014 | $ | 1,671 | $ | 1,111 | $ | 2,782 | |||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Reconciliation of Average Share Amounts used to Compute Both Basic and Diluted Earnings Per Share | ' | ||||||||
The following table reconciles the average share amounts used to compute both basic and diluted earnings (loss) per share (in thousands): | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Weighted average shares outstanding: | |||||||||
Basic weighted average shares outstanding | 38,411 | 39,465 | |||||||
Add: Dilutive effect of stock options and restricted stock awards | — | — | |||||||
Diluted weighted average shares outstanding | 38,411 | 39,465 | |||||||
Other_net_Tables
Other, net (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Other Income And Expenses [Abstract] | ' | ||||||||
Other, Net | ' | ||||||||
Other, net is comprised of the following items: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
(in thousands) | 2014 | 2013 | |||||||
Foreign currency transaction gains (losses) | $ | (949 | ) | $ | 3,466 | ||||
Other | (108 | ) | (301 | ) | |||||
Total | $ | (1,057 | ) | $ | 3,165 | ||||
Segment_Information_Tables
Segment Information (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Segment Reporting [Abstract] | ' | ||||||||
Selected Segment Financial Data, Revenues and Income (Loss) Before Income Taxes | ' | ||||||||
The following is selected segment financial data for the periods indicated: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
(in thousands) | 2014 | 2013 | |||||||
Revenues: | |||||||||
Americas | $ | 154,769 | $ | 94,313 | |||||
EMEA | 47,461 | 47,571 | |||||||
Asia/Pacific | 19,243 | 20,113 | |||||||
$ | 221,473 | $ | 161,997 | ||||||
Income (loss) before income taxes: | |||||||||
Americas | $ | 16,281 | $ | 12,967 | |||||
EMEA | 17,510 | 15,055 | |||||||
Asia/Pacific | 5,579 | 5,840 | |||||||
Corporate | (49,112 | ) | (38,472 | ) | |||||
$ | (9,742 | ) | $ | (4,610 | ) | ||||
Selected Segment Financial Data, Assets | ' | ||||||||
March 31, | December 31, | ||||||||
(in thousands) | 2014 | 2013 | |||||||
Total assets: | |||||||||
Americas—United States | $ | 1,091,588 | $ | 1,129,064 | |||||
Americas—Other | 36,260 | 39,995 | |||||||
EMEA | 383,160 | 380,320 | |||||||
Asia/Pacific | 128,994 | 132,472 | |||||||
$ | 1,640,002 | $ | 1,681,851 | ||||||
Receivables_and_Concentration_
Receivables and Concentration of Credit Risk (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accounting Policies [Abstract] | ' | ' |
Billed Receivables | $177,860 | $173,100 |
Allowance for doubtful accounts | -4,149 | -4,459 |
Billed, net | 173,711 | 168,641 |
Accrued Receivables | 29,889 | 34,934 |
Receivables, net | $203,600 | $203,575 |
Components_of_Other_Current_As
Components of Other Current Assets and Other Current Liabilities (Detail) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ' | ' |
Current debt issuance costs | $5,181 | $5,276 |
Other | 11,738 | 12,163 |
Total other current assets | 50,956 | 65,328 |
Accrued interest | 2,447 | 7,074 |
Vendor financed licenses | 6,611 | 6,410 |
Royalties payable | 5,128 | 5,627 |
Other | 25,953 | 33,064 |
Total other current liabilities | 70,818 | 95,016 |
Settlement receivables | ' | ' |
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ' | ' |
Other assets settlement | 14,104 | 20,119 |
Settlement payables | ' | ' |
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ' | ' |
Settlement payables | 30,679 | 42,841 |
Settlement deposits | ' | ' |
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ' | ' |
Other assets settlement | $19,933 | $27,770 |
Condensed_Consolidated_Financi3
Condensed Consolidated Financial Statements - Additional Information (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Accounting Policies [Abstract] | ' | ' |
Amount of off balance sheet settlement funds | $214,800,000 | $284,000,000 |
Accumulated other comprehensive loss | ($20,414,000) | ($23,315,000) |
Changes_in_Carrying_Amount_of_
Changes in Carrying Amount of Goodwill (Detail) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 | |
Goodwill [Line Items] | ' | ' | |
Gross Balance prior to the end of year | ' | $716,649 | |
Total impairment, beginning of period | ' | -47,432 | |
Beginning Balance | 669,217 | ' | |
Goodwill from acquisitions | -5,026 | [1] | ' |
Foreign currency translation adjustments | 1,215 | ' | |
Ending Balance | 665,406 | ' | |
Americas | ' | ' | |
Goodwill [Line Items] | ' | ' | |
Gross Balance prior to the end of year | ' | 488,698 | |
Total impairment, beginning of period | ' | -47,432 | |
Beginning Balance | 441,266 | ' | |
Goodwill from acquisitions | -5,026 | [1] | ' |
Foreign currency translation adjustments | -153 | ' | |
Ending Balance | 436,087 | ' | |
EMEA | ' | ' | |
Goodwill [Line Items] | ' | ' | |
Gross Balance prior to the end of year | ' | 160,158 | |
Total impairment, beginning of period | ' | ' | |
Beginning Balance | 160,158 | ' | |
Goodwill from acquisitions | ' | [1] | ' |
Foreign currency translation adjustments | 163 | ' | |
Ending Balance | 160,321 | ' | |
Asia/Pacific | ' | ' | |
Goodwill [Line Items] | ' | ' | |
Gross Balance prior to the end of year | ' | 67,793 | |
Total impairment, beginning of period | ' | ' | |
Beginning Balance | 67,793 | ' | |
Goodwill from acquisitions | ' | [1] | ' |
Foreign currency translation adjustments | 1,205 | ' | |
Ending Balance | $68,998 | ' | |
[1] | Goodwill from acquisitions relates to adjustments in the goodwill recorded for the acquisitions of Official Payments Holdings, Inc. ("OPAY"), Online Resources Corporation ("ORCC"), and Profesionales en Transacciones Electronicas S.A. ("PTESA") as discussed in Note 2. The purchase price allocation for OPAY is preliminary as of March 31, 2014 and accordingly is subject to future changes during the maximum one-year allocation period. |
Revenues_in_Condensed_Consolid
Revenues in Condensed Consolidated Statements of Operations from Arrangements for which Vendor-Specific Objective Evidence of Fair Value Does Not Exist for Each Undelivered Element (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Revenue Recognition, Milestone Method [Line Items] | ' | ' |
Software license fees | $35,702 | $41,356 |
Maintenance fees | 62,499 | 58,634 |
Services | 22,588 | 23,929 |
Total revenues | 221,473 | 161,997 |
Vendor Specific Objective Evidence of Fair Value | ' | ' |
Revenue Recognition, Milestone Method [Line Items] | ' | ' |
Software license fees | 6,856 | 5,801 |
Maintenance fees | 2,216 | 2,321 |
Services | 8 | 3 |
Total revenues | $9,080 | $8,125 |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | |||||||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Nov. 05, 2013 | Mar. 11, 2013 | Mar. 31, 2013 | Mar. 11, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2014 | |
Entity | New Senior Secured Credit Facilities | Official Payments Holdings, Inc. | Online Resources Corporation | Online Resources Corporation | Online Resources Corporation | Profesionales en Transacciones Electronicas S.A. - Venezuela ("PTESA-V") | Profesionales en Transacciones Electronicas S.A. - Ecuador ("PTESA-E") | Profesionales En Transacciones Electronicas Venezuela And Ecuador | Profesionales en Transacciones Electronicas S.A. - Colombia ("PTESA-C") | Profesionales en Transacciones Electronicas S.A | Official Payments Holdings, Inc. and Online Resources Corporation | |||
Series A-1 Convertible Preferred Stock | ||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total purchase price | ' | ' | $378,100,000 | ' | ' | $260,100,000 | ' | ' | ' | ' | $2,800,000 | $11,400,000 | $14,200,000 | ' |
Number of businesses acquired | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition cash paid | ' | ' | ' | ' | 139,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash paid per common stock | ' | ' | ' | ' | $8.35 | $3.85 | ' | ' | ' | ' | ' | ' | ' | ' |
Amount Drawn from Revolving Credit Facility to pay for acquisition | 40,000,000 | ' | ' | ' | 40,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition common stock purchase price | ' | ' | ' | ' | ' | 132,900,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition preferred stock purchase price | ' | ' | ' | ' | ' | ' | ' | 127,200,000 | ' | ' | ' | ' | ' | ' |
Additional borrowings under credit facility | ' | ' | ' | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of ownership interest acquired | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | 100.00% | ' | ' | ' | ' |
Purchase price, non tax deductible goodwill amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' |
Revenue | ' | ' | ' | ' | ' | ' | 8,800,000 | ' | ' | ' | ' | ' | ' | 71,700,000 |
Operating income (loss) | $291,000 | ($4,009,000) | ' | ' | ' | ' | ($1,100,000) | ' | ' | ' | ' | ' | ' | $8,700,000 |
Preliminary_Purchase_Price_All
Preliminary Purchase Price Allocation of Official Payments Holdings, Online Resources Corporation and PTESA (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | Official Payments Holdings, Inc. | Official Payments Holdings, Inc. | Official Payments Holdings, Inc. | Official Payments Holdings, Inc. | Online Resources Corporation | Online Resources Corporation | Online Resources Corporation | Online Resources Corporation | Profesionales en Transacciones Electronicas S.A. - Venezuela ("PTESA-V") | Profesionales en Transacciones Electronicas S.A. - Venezuela ("PTESA-V") | Profesionales en Transacciones Electronicas S.A. - Venezuela ("PTESA-V") | Profesionales en Transacciones Electronicas S.A. - Venezuela ("PTESA-V") | Profesionales en Transacciones Electronicas S.A. - Venezuela ("PTESA-V") | Profesionales en Transacciones Electronicas S.A. - Venezuela ("PTESA-V") | ||
Software | Customer relationships | Trademarks | Software | Customer relationships | Trademarks | Software | Customer relationships | Customer relationships | Trademarks | Trademarks | ||||||
Minimum | Maximum | Minimum | Maximum | |||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquired intangible assets, weighted-average useful lives | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | '14 years | '15 years | '3 years | '5 years |
Cash and cash equivalents | ' | ' | $25,871 | ' | ' | ' | $9,930 | ' | ' | ' | $193 | ' | ' | ' | ' | ' |
Billed and accrued receivables, net | ' | ' | 2,858 | ' | ' | ' | 19,394 | ' | ' | ' | 327 | ' | ' | ' | ' | ' |
Deferred income taxes, net | ' | ' | 2,443 | ' | ' | ' | 11,726 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other current assets | ' | ' | 27,766 | ' | ' | ' | 17,643 | ' | ' | ' | 95 | ' | ' | ' | ' | ' |
Total current assets acquired | ' | ' | 58,938 | ' | ' | ' | 58,693 | ' | ' | ' | 615 | ' | ' | ' | ' | ' |
Property and equipment | ' | ' | 8,141 | ' | ' | ' | 7,335 | ' | ' | ' | 6 | ' | ' | ' | ' | ' |
Goodwill | 665,406 | 669,217 | 38,715 | ' | ' | ' | 122,247 | ' | ' | ' | 7,113 | ' | ' | ' | ' | ' |
Amortizable intangible assets | ' | ' | ' | 26,013 | 49,900 | 3,200 | ' | 62,215 | 68,750 | 3,050 | ' | 7,732 | ' | ' | ' | ' |
Other noncurrent assets | ' | ' | 5,673 | ' | ' | ' | 459 | ' | ' | ' | 7 | ' | ' | ' | ' | ' |
Total assets acquired | ' | ' | 190,580 | ' | ' | ' | 322,749 | ' | ' | ' | 15,473 | ' | ' | ' | ' | ' |
Accounts payable | ' | ' | 8,869 | ' | ' | ' | 15,394 | ' | ' | ' | 341 | ' | ' | ' | ' | ' |
Accrued employee compensation | ' | ' | 15,006 | ' | ' | ' | 10,549 | ' | ' | ' | 261 | ' | ' | ' | ' | ' |
Note payable | ' | ' | ' | ' | ' | ' | 7,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other current liabilities | ' | ' | 26,095 | ' | ' | ' | 7,559 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total current liabilities acquired | ' | ' | 49,970 | ' | ' | ' | 41,002 | ' | ' | ' | 602 | ' | ' | ' | ' | ' |
Deferred income taxes, net | ' | ' | ' | ' | ' | ' | 18,290 | ' | ' | ' | 225 | ' | ' | ' | ' | ' |
Other noncurrent liabilities acquired | ' | ' | 828 | ' | ' | ' | 3,339 | ' | ' | ' | 439 | ' | ' | ' | ' | ' |
Total liabilities acquired | ' | ' | 50,798 | ' | ' | ' | 62,631 | ' | ' | ' | 1,266 | ' | ' | ' | ' | ' |
Net assets acquired | ' | ' | $139,782 | ' | ' | ' | $260,118 | ' | ' | ' | $14,207 | ' | ' | ' | ' | ' |
Pro_Forma_Results_of_Combined_
Pro Forma Results of Combined Company Operations (Detail) (USD $) | 3 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2013 |
Business Acquisition Pro Forma Information [Abstract] | ' |
Total Revenues | $228,160 |
Net loss | ($3,325) |
Loss per share | ' |
Basic | ($0.08) |
Diluted | ($0.08) |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Aug. 20, 2013 | Aug. 20, 2013 | Mar. 31, 2014 | Nov. 10, 2011 | Mar. 31, 2014 | Nov. 10, 2011 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 |
Minimum | Maximum | Fourth Amendment | Senior Notes | Senior Notes | Revolving Credit Facility | Revolving Credit Facility | Term Credit Facility | Term Credit Facility | Parent Company and Domestic Subsidiaries | Foreign Subsidiaries | ||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility amount outstanding | ' | ' | ' | ' | ' | ' | ' | $32 | ' | $446.50 | ' | ' |
Senior notes amount outstanding | ' | ' | ' | ' | 300 | 300 | ' | ' | ' | ' | ' | ' |
Unused borrowings | ' | ' | ' | ' | ' | ' | ' | 218 | ' | ' | ' | ' |
Credit facilities, maximum borrowing capacity | ' | ' | ' | ' | ' | ' | 250 | ' | 500 | ' | ' | ' |
Credit facilities, maturity | ' | ' | ' | ' | ' | ' | '5 years | ' | '5 years | ' | ' | ' |
Borrowing under credit facility after amendment | ' | ' | ' | $300 | ' | ' | ' | ' | ' | ' | ' | ' |
Credit Facility maturity date | 20-Aug-18 | ' | ' | 20-Aug-18 | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of interest rate on notes | ' | ' | ' | 6.38% | 6.38% | ' | ' | ' | ' | ' | ' | ' |
Credit facility, interest rate description | 'The applicable margin for borrowings under the Revolving Credit Facility is, based on the calculation of the applicable consolidated total leverage ratio, between 0.50% to 1.50% with respect to base rate borrowings and between 1.50% and 2.50% with respect to LIBOR based borrowings. Interest is due and payable monthly. The interest rate in effect at March 31, 2014 for the Credit Facility was 2.41%. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility, interest rate margin above federal fund rate | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility, interest rate margin above one-month LIBOR rate | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility, interest rate margin above base rate | ' | 0.50% | 1.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility, interest rate margin above LIBOR rate | ' | 1.50% | 2.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility, borrowing rate | 2.41% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issue price percentage of senior notes of the principal amount | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' |
Maturity date of senior notes | 15-Aug-20 | ' | ' | ' | 15-Aug-20 | ' | ' | ' | ' | ' | ' | ' |
Percentage of capital stock pledged as collateral | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | 65.00% |
Maturities_on_LongTerm_Debt_Ou
Maturities on Long-Term Debt Outstanding (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ' | ' |
2014 | $38,441 | ' |
2015 | 65,055 | ' |
2016 | 70,969 | ' |
2017 | 70,969 | ' |
2018 | 233,078 | ' |
Thereafter | 300,000 | ' |
Total | $778,512 | $755,383 |
Carrying_Value_of_Senior_Notes
Carrying Value of Senior Notes (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Total debt | $778,512 | $755,383 |
Less current portion of term credit facility | 53,227 | 47,313 |
Total long-term debt | 725,285 | 708,070 |
Term credit facility | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total debt | 446,512 | 455,383 |
Revolving Credit Facility | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total debt | 32,000 | ' |
6.375% Senior Notes, due August 2020 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total debt | $300,000 | $300,000 |
Carrying_Value_of_Senior_Notes1
Carrying Value of Senior Notes (Parenthetical) (Detail) | 3 Months Ended |
Mar. 31, 2014 | |
Debt Instrument [Line Items] | ' |
Maturity date of senior notes | 15-Aug-20 |
6.375% Senior Notes, due August 2020 | ' |
Debt Instrument [Line Items] | ' |
Percentage of interest rate on notes | 6.38% |
Maturity date of senior notes | 15-Aug-20 |
StockBased_Compensation_Plans_1
Stock-Based Compensation Plans - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Shares issued under ESPP | 10,782 | 9,606 |
Incentive plan, percentage of options expected to vest over the vesting period | 93.90% | ' |
Incentive plan, weighted-average grant date fair value of stock options granted | $27.05 | $21.73 |
Incentive plan, total intrinsic value of stock options exercised | $4,700,000 | $4,300,000 |
Dividend yield | ' | ' |
Stock-based compensation expenses | 4,772,000 | 3,950,000 |
Stock-based compensation expenses tax benefits | 1,800,000 | 1,500,000 |
Proceeds from exercises of stock options | 2,887,000 | 3,864,000 |
Actual tax benefit realized from tax deductions of option exercises | 1,800,000 | 1,600,000 |
Employee Stock Purchase Plan 1999 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Shares of common stock reserved for issuance | 1,500,000 | ' |
Permitted designation for purchase of common stock under ESPP | 'Participating employees are permitted to designate up to the lesser of $25,000 or 10% of their annual base compensation for the purchase of common stock under the ESPP. Purchases under the ESPP are made one calendar month after the end of each fiscal quarter. | ' |
Employee participating annual base compensation designated for purchase of common stock, amount | 25,000 | ' |
Employee participating annual base compensation designated for purchase of common stock, percent | 10.00% | ' |
Price of common stock purchased under ESPP, description | 'The price for shares of common stock purchased under the ESPP is 85% of the stock's fair market value on the last business day of the three-month participation period. | ' |
Price of common stock purchased under ESPP, percent | 85.00% | ' |
Restricted share awards (RSAs) | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Restricted shares awards, shares vested | 334 | ' |
Restricted shares withheld to pay employees' portion of minimum payroll withholding taxes | 125 | ' |
Unrecognized compensation costs | 1,900,000 | ' |
Unrecognized compensation costs, weighted-average recognition periods | '1 year 7 months 6 days | ' |
Restricted share awards (RSAs) | S1 Corporation | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Awards granted requisite service period | '4 years | ' |
Restricted share awards, vesting increments on anniversary dates of grants | 25.00% | ' |
Vesting percentage if employee is terminated without cause within 12 months from acquisition date | 100.00% | ' |
LTIP Performance Shares | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Restricted shares awards, shares vested | 211,881 | ' |
Restricted shares withheld to pay employees' portion of minimum payroll withholding taxes | 76,093 | ' |
Unrecognized compensation costs | 19,500,000 | ' |
Unrecognized compensation costs, weighted-average recognition periods | '2 years 3 months 18 days | ' |
Stock Options | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Unrecognized compensation costs | $11,600,000 | ' |
Unrecognized compensation costs, weighted-average recognition periods | '2 years 2 months 12 days | ' |
Summary_of_Stock_Options_Issue
Summary of Stock Options Issued Pursuant to Stock Incentive Plans (Detail) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Number of Shares | ' |
Outstanding, Beginning Balance | 2,469,607 |
Granted | 9,044 |
Exercised | -120,577 |
Forfeited | -12,057 |
Outstanding, Ending Balance | 2,346,017 |
Number of Shares Exercisable, Ending Balance | 1,665,677 |
Weighted-Average Exercise Price | ' |
Beginning Balance | $33.07 |
Granted | $60.40 |
Exercised | $23.90 |
Forfeited | $54.47 |
Ending Balance | $33.54 |
Weighted Average Exercise Price Exercisable, Ending Balance | $26.74 |
Weighted-Average Remaining Contractual Term (Years) | ' |
Weighted Average Remaining Contractual Term (Years), Outstanding as of end of period | '5 years 8 months 9 days |
Weighted Average Remaining Contractual Term (Years), Exercisable as of end of period | '4 years 3 months 22 days |
Aggregate Intrinsic Value of In-the-Money Options | ' |
Aggregate Intrinsic Value of In-the-Money Options, Outstanding as of end of period | $60,959,472 |
Aggregate Intrinsic Value of In-the-Money Options, Exercisable as of end of period | $54,047,694 |
Estimated_Fair_Value_of_Option
Estimated Fair Value of Options Granted using Black-Scholes Option-Pricing Model with Weighted-Average Assumptions (Detail) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' |
Expected life (years) | '5 years 11 months 5 days | '5 years 6 months 18 days |
Interest rate | 1.80% | 0.80% |
Volatility | 45.20% | 50.00% |
Dividend yield | ' | ' |
Summary_of_Transactions_Stock_
Summary of Transactions Stock Options Issued Pursuant to Stock Incentive Plans (Detail) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Number of Shares | ' |
Outstanding, Beginning Balance | 2,469,607 |
Exercised | -120,577 |
Cancelled | -12,057 |
Outstanding, Ending Balance | 2,346,017 |
Number of Shares Exercisable, Ending Balance | 1,665,677 |
Weighted-Average Exercise Price | ' |
Beginning Balance | $33.07 |
Exercised | $23.90 |
Cancelled | $54.47 |
Ending Balance | $33.54 |
Weighted Average Exercise Price Exercisable, Ending Balance | $26.74 |
Weighted-Average Remaining Contractual Term (Years) | ' |
Weighted Average Remaining Contractual Term (Years), Outstanding as of end of period | '5 years 8 months 9 days |
Weighted Average Remaining Contractual Term (Years), Exercisable as of end of period | '4 years 3 months 22 days |
Aggregate Intrinsic Value of In-the-Money Options | ' |
Aggregate Intrinsic Value of In-the-Money Options, Outstanding as of end of period | $60,959,472 |
Aggregate Intrinsic Value of In-the-Money Options, Exercisable as of end of period | 54,047,694 |
Online Resources Corporation | ' |
Number of Shares | ' |
Outstanding, Beginning Balance | 20,815 |
Exercised | -121 |
Cancelled | -2,757 |
Outstanding, Ending Balance | 17,937 |
Number of Shares Exercisable, Ending Balance | 17,937 |
Weighted-Average Exercise Price | ' |
Beginning Balance | $105.09 |
Exercised | $41.76 |
Cancelled | $101.35 |
Ending Balance | $106.09 |
Weighted Average Exercise Price Exercisable, Ending Balance | $106.09 |
Weighted-Average Remaining Contractual Term (Years) | ' |
Weighted Average Remaining Contractual Term (Years), Outstanding as of end of period | '2 years 1 month 2 days |
Weighted Average Remaining Contractual Term (Years), Exercisable as of end of period | '2 years 1 month 2 days |
Aggregate Intrinsic Value of In-the-Money Options | ' |
Aggregate Intrinsic Value of In-the-Money Options, Outstanding as of end of period | 45,667 |
Aggregate Intrinsic Value of In-the-Money Options, Exercisable as of end of period | $45,667 |
Summary_of_Nonvested_LongTerm_
Summary of Nonvested Long-Term Incentive Program Performance Share Awards Outstanding and Changes During Period (Detail) (LTIP Performance Shares, USD $) | 3 Months Ended |
Mar. 31, 2014 | |
LTIP Performance Shares | ' |
Number of Shares at Expected Attainment | ' |
Beginning Balance | 906,192 |
Granted | 6,355 |
Forfeited | -12,870 |
Vested | -211,881 |
Change in attainment for 2010 grants | 8,742 |
Ending Balance | 696,538 |
Weighted-Average Grant Date Fair Value | ' |
Beginning Balance | $41.35 |
Granted | $60.40 |
Forfeited | $47.14 |
Vested | $26.63 |
Change in attainment for 2010 grants | $26.63 |
Ending Balance | $45.71 |
Summary_of_Nonvested_Restricte
Summary of Nonvested Restricted Share Awards and Changes During Period (Detail) (Restricted share awards (RSAs), USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Restricted share awards (RSAs) | ' |
Weighted-Average Grant Date Fair Value | ' |
Beginning Balance | 48,355 |
Vested | -334 |
Forfeited | -487 |
Ending Balance | 47,534 |
Number of Restricted Share Awards | ' |
Beginning Balance | $44.74 |
Vested | $47.63 |
Forfeited | $61.54 |
Ending Balance | $44.55 |
Summary_of_Nonvested_Transacti
Summary of Nonvested Transaction Restricted Share Awards Issued under Stock Incentive Plan and Changes During Period (Detail) (S1 2003 Stock Incentive Plan, USD $) | 3 Months Ended |
Mar. 31, 2014 | |
S1 2003 Stock Incentive Plan | ' |
Number of Restricted Share Awards | ' |
Beginning Balance | 19,184 |
Forfeited | -2,987 |
Ending Balance | 16,197 |
Weighted-Average Grant Date Fair Value | ' |
Beginning Balance | $35.41 |
Forfeited | $35.41 |
Ending Balance | $35.41 |
Software_and_Other_Intangible_2
Software and Other Intangible Assets - Additional Information (Detail) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Software, net | $193,130,000 | ' | $191,468,000 |
Software, accumulated amortization | 103,200,000 | ' | ' |
Other intangible assets amortization expense | 6,500,000 | 3,800,000 | ' |
Software Marketed for External Sale | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Software, net | 90,800,000 | ' | ' |
Software, amortization expense | 3,500,000 | 3,200,000 | ' |
Software Marketed for External Sale | Minimum | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Estimated useful life | '3 years | ' | ' |
Software Marketed for External Sale | Maximum | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Estimated useful life | '10 years | ' | ' |
Software Acquired or Developed for Internal Use | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Software, net | 102,300,000 | ' | ' |
Software, amortization expense | $5,200,000 | $3,400,000 | ' |
Software Acquired or Developed for Internal Use | Minimum | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Estimated useful life | '3 years | ' | ' |
Software Acquired or Developed for Internal Use | Maximum | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Estimated useful life | '10 years | ' | ' |
Carrying_Amount_and_Accumulate
Carrying Amount and Accumulated Amortization of Other Intangible Assets (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | $303,751 | $302,654 |
Accumulated Amortization | -71,698 | -64,961 |
Net Balance | 232,053 | 237,693 |
Customer relationships | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 280,295 | 277,356 |
Accumulated Amortization | -55,152 | -49,410 |
Net Balance | 225,143 | 227,946 |
Trademarks and tradenames | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 12,138 | 13,995 |
Accumulated Amortization | -5,333 | -4,383 |
Net Balance | 6,805 | 9,612 |
Covenant not to compete | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 438 | 438 |
Accumulated Amortization | -333 | -303 |
Net Balance | 105 | 135 |
Purchased contracts | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 10,880 | 10,865 |
Accumulated Amortization | -10,880 | -10,865 |
Net Balance | ' | ' |
Estimated_Amortization_Expense
Estimated Amortization Expense for Future Fiscal Years Based on Capitalized Software and Other Intangible Assets (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Net Balance | $232,053 | $237,693 |
Software | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Remainder of 2014 | 27,839 | ' |
2015 | 31,507 | ' |
2016 | 27,475 | ' |
2017 | 21,818 | ' |
2018 | 20,357 | ' |
2019 | 18,469 | ' |
Thereafter | 45,665 | ' |
Net Balance | 193,130 | ' |
Other Intangible Assets | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Remainder of 2014 | 17,184 | ' |
2015 | 19,883 | ' |
2016 | 18,729 | ' |
2017 | 17,166 | ' |
2018 | 16,656 | ' |
2019 | 16,335 | ' |
Thereafter | 126,100 | ' |
Net Balance | $232,053 | ' |
Corporate_Restructuring_and_Ot2
Corporate Restructuring and Other Organizational Changes - Additional Information (Detail) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Employee termination costs (adjustments) | $1,800,000 | $1,600,000 | ' |
Employee termination cost paid during the period | 2,172,000 | ' | ' |
Liability is expected to be paid | '12 months | ' | ' |
Restructuring charges | 2,782,000 | ' | 3,341,000 |
Americas | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Employee termination costs (adjustments) | 1,700,000 | ' | ' |
Asia/Pacific | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Employee termination costs (adjustments) | 100,000 | ' | ' |
EMEA | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Employee termination costs (adjustments) | 100,000 | ' | ' |
Severance | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Employee termination cost paid during the period | 1,608,000 | ' | ' |
Restructuring charges | 1,671,000 | ' | 1,470,000 |
Facility Closures | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Employee termination cost paid during the period | 564,000 | ' | ' |
Restructuring charges | $1,111,000 | ' | $1,871,000 |
Components_of_Corporate_Restru
Components of Corporate Restructuring and Other Reorganization Activities from Recent Acquisitions (Detail) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Restructuring Cost and Reserve [Line Items] | ' |
Beginning balance | $3,341 |
Restructuring charges incurred | 1,626 |
Amounts paid during the period | -2,172 |
Foreign currency translation | -13 |
Ending balance | 2,782 |
Severance | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Beginning balance | 1,470 |
Restructuring charges incurred | 1,822 |
Amounts paid during the period | -1,608 |
Foreign currency translation | -13 |
Ending balance | 1,671 |
Facility Closures | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Beginning balance | 1,871 |
Restructuring charges incurred | -196 |
Amounts paid during the period | -564 |
Ending balance | $1,111 |
Common_Stock_and_Treasury_Stoc1
Common Stock and Treasury Stock - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 27 Months Ended | 1 Months Ended | 3 Months Ended | ||
Feb. 29, 2012 | Mar. 31, 2014 | Dec. 31, 2011 | Dec. 31, 2013 | Feb. 28, 2014 | Jul. 31, 2013 | Sep. 13, 2012 | Mar. 31, 2014 | |
Maximum | Maximum | |||||||
Maximum stock authorized to purchase under stock repurchase program | $262,100,000 | ' | $210,000,000 | ' | ' | ' | $113,000,000 | ' |
Increase in maximum stock authorized to purchase under stock repurchase program | 52,100,000 | ' | ' | ' | 100,000,000 | 100,000,000 | ' | ' |
Stock authorized to purchase under stock repurchase program, shares | ' | ' | ' | ' | ' | ' | 2,500,000 | ' |
Repurchase of common stock, shares | ' | 1,192,809 | ' | 12,369,489 | ' | ' | ' | ' |
Repurchase of common stock, value | ' | 70,000,000 | ' | 395,800,000 | ' | ' | ' | ' |
Remaining value of shares authorized for purchase under the stock repurchase program | ' | ' | ' | ' | ' | ' | ' | $138,300,000 |
Reconciliation_of_Average_Shar
Reconciliation of Average Share Amounts used to Compute Both Basic and Diluted Earnings Per Share (Detail) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Weighted average shares outstanding: | ' | ' |
Basic weighted average shares outstanding | 38,411 | 39,465 |
Add: Dilutive effect of stock options and restricted stock awards | ' | ' |
Diluted weighted average shares outstanding | 38,411 | 39,465 |
Earnings_Per_Share_Additional_
Earnings Per Share - Additional Information (Detail) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Earnings Per Share [Abstract] | ' | ' | ' |
Options to purchase shares, contingently issuable shares, and common stock warrants excluded from diluted net income per share computation | 3,100,000 | 3,800,000 | ' |
Common stock outstanding | 37,925,849 | ' | 38,854,989 |
Other_Net_Detail
Other, Net (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Other Income And Expenses [Abstract] | ' | ' |
Foreign currency transaction gains (losses) | ($949) | $3,466 |
Other | -108 | -301 |
Total | ($1,057) | $3,165 |
Segment_Information_Additional
Segment Information - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Segment Reporting Information [Line Items] | ' | ' |
Number of geographic regions considered as reportable operating segments | 3 | ' |
Geographic Concentration Risk | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Percentage of revenues | 'No other country outside the United States accounted for more than 10% of the Company's consolidated revenues during the three months ended March 31, 2014 and 2013. | 'No other country outside the United States accounted for more than 10% of the Company's consolidated revenues during the three months ended March 31, 2014 and 2013. |
Customer Concentration Risk | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Percentage of revenues | 'No single customer accounted for more than 10% of the Company's consolidated revenues during the three months ended March 31, 2014 and 2013. | 'No single customer accounted for more than 10% of the Company's consolidated revenues during the three months ended March 31, 2014 and 2013. |
Selected_Segment_Financial_Dat
Selected Segment Financial Data, Assets (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Segment Reporting Information [Line Items] | ' | ' |
Revenues | $221,473 | $161,997 |
Income (loss) before income taxes | -9,742 | -4,610 |
Americas | Operating Segments | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Revenues | 154,769 | 94,313 |
Income (loss) before income taxes | 16,281 | 12,967 |
EMEA | Operating Segments | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Revenues | 47,461 | 47,571 |
Income (loss) before income taxes | 17,510 | 15,055 |
Asia/Pacific | Operating Segments | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Revenues | 19,243 | 20,113 |
Income (loss) before income taxes | 5,579 | 5,840 |
Corporate | Corporate, Non-Segment | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Income (loss) before income taxes | ($49,112) | ($38,472) |
Selected_Segment_Financial_Dat1
Selected Segment Financial Data, Revenues and Income (Loss) Before Income Taxes (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Segment Reporting Information [Line Items] | ' | ' |
Assets | $1,640,002 | $1,681,851 |
EMEA | Operating Segments | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Assets | 383,160 | 380,320 |
Asia/Pacific | Operating Segments | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Assets | 128,994 | 132,472 |
Americas - United States | Operating Segments | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Assets | 1,091,588 | 1,129,064 |
Americas - Other | Operating Segments | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Assets | $36,260 | $39,995 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Effective tax rate, benefit percentage | 40.70% | 53.00% | ' |
Earnings of foreign entities | $5.60 | $8.90 | ' |
Positive impact of uncertain tax positions on effective tax rate | ' | 1.4 | ' |
Unrecognized tax benefit for uncertain tax positions | 14.8 | ' | 15 |
Accrued interest and penalties related to income tax liabilities | 2.3 | ' | 2.3 |
Decrease in unrecognized tax benefits due to expiration of statutes of limitations and settlement of various audits | $0.90 | ' | ' |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) | 3 Months Ended | 0 Months Ended |
Mar. 31, 2014 | Apr. 10, 2014 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ' | ' |
Stockholders equity, stock split | 'On April 10, 2014, the Company announced that its Board of Directors approved a three-for-one stock split effective through a dividend. | ' |
Stockholders equity, stock conversion ratio | ' | 3 |
Number of additional share for every outstanding share held | 2 | ' |