| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware
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No. 74-2853258
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(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer
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|
Accelerated filer
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Non-accelerated filer
|
|
Smaller reporting company
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Part I.
|
Financial Information
|
1
|
|
|
|
Item 1.
|
Financial Statements
|
2
|
|
|
|
|
Condensed Consolidated Balance Sheets as of March 31, 2016 (unaudited) and December 31, 2015
|
2
|
|
|
|
|
Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2016 and 2015
|
3
|
|
|
|
|
Unaudited Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2016 and 2015
|
4
|
|
|
|
|
Unaudited Condensed Consolidated Statement of Stockholders' Equity for the Three Months Ended March 31, 2016
|
5
|
|
|
|
|
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2016 and 2015
|
6
|
|
|
|
|
Notes to Interim Unaudited Condensed Consolidated Financial Statements
|
7
|
|
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
16
|
|
|
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
21
|
|
|
|
Item 4.
|
Controls and Procedures
|
21
|
|
|
|
Part II.
|
Other Information
|
22
|
|
|
|
Item 1A.
|
Risk Factors
|
22
|
|
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
22
|
|
|
|
Item 5.
|
Other Information
|
22
|
|
|
|
Item 6.
|
Exhibits
|
22
|
|
|
|
|
Signatures
|
23
|
(1) | the impact of the general economy and economic uncertainty on our business; |
(2) | risks associated with the operation of our business generally, including: |
(3) | legal liabilities, including intellectual property protection and infringement or the disclosure of personally identifiable information; |
(4) | risks associated with managing growth organically and through acquisitions; and |
(5) | the risks detailed from time to time within our filings with the Securities and Exchange Commission (the "SEC"). |
|
March 31, 2016
(unaudited)
|
December 31, 2015
|
||||||
ASSETS
|
(In thousands, except share and per share information)
|
|||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
9,016
|
$
|
8,811
|
||||
Accounts receivable, net
|
116,428
|
120,612
|
||||||
Prepaid expenses
|
3,456
|
3,297
|
||||||
Other current assets
|
6,067
|
7,032
|
||||||
Total current assets
|
134,967
|
139,752
|
||||||
Property and equipment, net
|
7,781
|
7,891
|
||||||
Goodwill
|
269,606
|
269,383
|
||||||
Intangible assets, net
|
50,706
|
53,408
|
||||||
Other non-current assets
|
3,813
|
3,930
|
||||||
Total assets
|
$
|
466,873
|
$
|
474,364
|
||||
|
||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
12,736
|
$
|
18,793
|
||||
Other current liabilities
|
28,997
|
37,783
|
||||||
Total current liabilities
|
41,733
|
56,576
|
||||||
Long-term debt
|
56,000
|
56,000
|
||||||
Other non-current liabilities
|
13,507
|
12,978
|
||||||
Total liabilities
|
$
|
111,240
|
$
|
125,554
|
||||
|
||||||||
Stockholders' equity:
|
||||||||
Common stock (par value $0.001 per share; 50,000,000 shares authorized; 45,457,477 shares issued and 34,605,750 shares outstanding as of March 31, 2016; 45,124,948 shares issued and 34,394,412 shares outstanding as of December 31, 2015)
|
$
|
45
|
$
|
45
|
||||
Additional paid-in capital
|
368,362
|
364,786
|
||||||
Accumulated other comprehensive loss
|
(1,683
|
)
|
(1,875
|
)
|
||||
Treasury stock, at cost (10,851,727 shares as of March 31, 2016; 10,730,536 shares as of December 31, 2015)
|
(105,548
|
)
|
(103,197
|
)
|
||||
Retained earnings
|
94,457
|
89,051
|
||||||
Total stockholders' equity
|
355,633
|
348,810
|
||||||
Total liabilities and stockholders' equity
|
$
|
466,873
|
$
|
474,364
|
Three Months Ended
|
||||||||
|
March 31,
|
|||||||
|
2016
|
2015
|
||||||
|
(In thousands, except per share information)
|
|||||||
Revenues
|
||||||||
Services
|
$
|
109,747
|
$
|
98,629
|
||||
Software and hardware
|
9,476
|
8,502
|
||||||
Reimbursable expenses
|
4,620
|
3,467
|
||||||
Total revenues
|
123,843
|
110,598
|
||||||
Cost of revenues (exclusive of depreciation and amortization, shown separately below)
|
||||||||
Cost of services
|
71,587
|
64,343
|
||||||
Software and hardware costs
|
7,412
|
6,728
|
||||||
Reimbursable expenses
|
4,620
|
3,467
|
||||||
Total cost of revenues
|
83,619
|
74,538
|
||||||
|
||||||||
Gross margin
|
40,224
|
36,060
|
||||||
|
||||||||
Selling, general and administrative
|
26,714
|
24,043
|
||||||
Depreciation
|
1,192
|
1,081
|
||||||
Amortization
|
3,365
|
3,801
|
||||||
Acquisition costs
|
243
|
-
|
||||||
Adjustment to fair value of contingent consideration
|
238
|
85
|
||||||
Income from operations
|
8,472
|
7,050
|
||||||
|
||||||||
Net interest expense
|
520
|
553
|
||||||
Net other expense
|
103
|
280
|
||||||
Income before income taxes
|
7,849
|
6,217
|
||||||
Provision for income taxes
|
2,443
|
2,151
|
||||||
|
||||||||
Net income
|
$
|
5,406
|
$
|
4,066
|
||||
|
||||||||
Basic net income per share
|
$
|
0.16
|
$
|
0.12
|
||||
Diluted net income per share
|
$
|
0.16
|
$
|
0.12
|
||||
Shares used in computing basic net income per share
|
33,911
|
33,046
|
||||||
Shares used in computing diluted net income per share
|
34,842
|
34,164
|
Three Months Ended
|
||||||||
|
March 31,
|
|||||||
|
2016
|
2015
|
||||||
|
(In thousands)
|
|||||||
Net income
|
$
|
5,406
|
$
|
4,066
|
||||
Other comprehensive income:
|
||||||||
Foreign currency translation adjustment
|
192
|
(171
|
)
|
|||||
Comprehensive income
|
$
|
5,598
|
$
|
3,895
|
|
Common Stock
Shares
|
Common Stock
Amount
|
Additional
Paid-in Capital
|
Accumulated Other
Comprehensive Loss
|
Treasury Stock
|
Retained Earnings
|
Total
Stockholders' Equity
|
|||||||||||||||||||||
|
||||||||||||||||||||||||||||
Balance at December 31, 2015
|
34,394
|
$
|
45
|
$
|
364,786
|
$
|
(1,875
|
)
|
$
|
(103,197
|
)
|
$
|
89,051
|
$
|
348,810
|
|||||||||||||
Proceeds from the sales of stock through the Employee Stock Purchase Plan
|
3
|
--
|
53
|
--
|
--
|
--
|
53
|
|||||||||||||||||||||
Stock compensation related to restricted stock vesting and retirement savings plan contributions
|
330
|
--
|
3,523
|
--
|
--
|
--
|
3,523
|
|||||||||||||||||||||
Purchases of treasury stock and buyback of shares for taxes
|
(121
|
)
|
--
|
--
|
--
|
(2,351
|
)
|
--
|
(2,351
|
)
|
||||||||||||||||||
Net income
|
--
|
--
|
--
|
--
|
--
|
5,406
|
5,406
|
|||||||||||||||||||||
Foreign currency translation adjustment
|
--
|
--
|
--
|
192
|
--
|
--
|
192
|
|||||||||||||||||||||
Balance at March 31, 2016
|
34,606
|
$
|
45
|
$
|
368,362
|
$
|
(1,683
|
)
|
$
|
(105,548
|
)
|
$
|
94,457
|
$
|
355,633
|
Three Months Ended
|
||||||||
|
March 31,
|
|||||||
|
2016
|
2015
|
||||||
|
(In thousands)
|
|||||||
OPERATING ACTIVITIES
|
||||||||
Net income
|
$
|
5,406
|
$
|
4,066
|
||||
Adjustments to reconcile net income to net cash provided by operations:
|
||||||||
Depreciation
|
1,192
|
1,081
|
||||||
Amortization
|
3,365
|
3,801
|
||||||
Deferred income taxes
|
651
|
(450
|
)
|
|||||
Non-cash stock compensation and retirement savings plan contributions
|
3,523
|
3,348
|
||||||
Tax benefit from stock option exercises and restricted stock vesting
|
-
|
(418
|
)
|
|||||
Adjustment to fair value of contingent consideration for purchase of business
|
238
|
85
|
||||||
|
||||||||
Changes in operating assets and liabilities, net of acquisitions:
|
||||||||
Accounts receivable
|
3,727
|
19,815
|
||||||
Other assets
|
1,044
|
(213
|
)
|
|||||
Accounts payable
|
(6,057
|
)
|
(11,129
|
)
|
||||
Other liabilities
|
(8,653
|
)
|
(11,620
|
)
|
||||
Net cash provided by operating activities
|
4,436
|
8,366
|
||||||
|
||||||||
INVESTING ACTIVITIES
|
||||||||
Purchase of property and equipment
|
(1,044
|
)
|
(530
|
)
|
||||
Capitalization of internally developed software costs
|
(662
|
)
|
(335
|
)
|
||||
Purchase of businesses, net of cash acquired
|
(277
|
)
|
(22,340
|
)
|
||||
Net cash used in investing activities
|
(1,983
|
)
|
(23,205
|
)
|
||||
|
||||||||
FINANCING ACTIVITIES
|
||||||||
Proceeds from line of credit
|
59,000
|
84,000
|
||||||
Payments on line of credit
|
(59,000
|
)
|
(70,500
|
)
|
||||
Payments for credit facility financing fees
|
-
|
(193
|
)
|
|||||
Tax benefit from stock option exercises and restricted stock vesting
|
-
|
418
|
||||||
Proceeds from the exercise of stock options and sales of stock through the Employee Stock Purchase Plan
|
53
|
169
|
||||||
Purchases of treasury stock
|
-
|
(1,367
|
)
|
|||||
Remittance of taxes withheld as part of a net share settlement of restricted stock vesting
|
(2,351
|
)
|
(2,310
|
)
|
||||
Net cash (used in) provided by financing activities
|
(2,298
|
)
|
10,217
|
|||||
Effect of exchange rate on cash and cash equivalents
|
50
|
40
|
||||||
Change in cash and cash equivalents
|
205
|
(4,582
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
8,811
|
10,935
|
||||||
Cash and cash equivalents at end of period
|
$
|
9,016
|
$
|
6,353
|
||||
|
||||||||
Supplemental disclosures:
|
||||||||
Cash paid for income taxes
|
$
|
593
|
$
|
514
|
||||
Cash paid for interest
|
$
|
373
|
$
|
202
|
||||
|
||||||||
Non-cash activity:
|
||||||||
Stock issued for purchase of business
|
$
|
-
|
$
|
11,412
|
||||
Estimated fair value of contingent consideration for purchase of business
|
$
|
-
|
$
|
2,240
|
|
Shares
|
Weighted-Average
Grant Date Fair Value
|
||||||
Restricted stock awards outstanding at December 31, 2015
|
1,370
|
$
|
17.82
|
|||||
Awards granted
|
358
|
19.95
|
||||||
Awards vested
|
(296
|
)
|
17.14
|
|||||
Awards forfeited
|
(38
|
)
|
17.75
|
|||||
Restricted stock awards outstanding at March 31, 2016
|
1,394
|
$
|
18.49
|
Three Months Ended
|
||||||||
|
March 31,
|
|||||||
|
2016
|
2015
|
||||||
Net income
|
$
|
5,406
|
$
|
4,066
|
||||
Basic:
|
||||||||
Weighted-average shares of common stock outstanding
|
33,911
|
33,046
|
||||||
Shares used in computing basic net income per share
|
33,911
|
33,046
|
||||||
Effect of dilutive securities:
|
||||||||
Stock options
|
-
|
2
|
||||||
Restricted stock subject to vesting
|
363
|
504
|
||||||
Contingently issuable shares (1)
|
7
|
-
|
||||||
Shares issuable for acquisition consideration (2)
|
561
|
612
|
||||||
Shares used in computing diluted net income per share
|
34,842
|
34,164
|
||||||
|
||||||||
Basic net income per share
|
$
|
0.16
|
$
|
0.12
|
||||
Diluted net income per share
|
$
|
0.16
|
$
|
0.12
|
||||
|
||||||||
Anti-dilutive options and restricted stock not included in the calculation of diluted net income per share
|
112
|
109
|
(1) | For the three months ended March 31, 2016, this represents the Company's estimate of shares to be issued to Zeon Solutions Incorporated and certain related entities (collectively, "Zeon") pursuant to the Asset Purchase Agreement. |
(2) | For the three months ended March 31, 2016, this represents the shares held in escrow pursuant to: (i) the Asset Purchase Agreement with BioPharm Systems, Inc. ("BioPharm"); (ii) the Asset Purchase Agreement with Zeon; (iii) the Stock Purchase Agreement for Market Street Solutions, Inc. ("Market Street") and (iv) the Asset Purchase Agreement with The Pup Group, Inc. ("Enlighten") as part of the consideration. For the three months ended March 31, 2015, this represents the shares held in escrow pursuant to: (i) the Agreement and Plan of Merger with ForwardThink Group Inc.; (ii) the Asset Purchase Agreement with BioPharm; (iii) the Asset Purchase Agreement with Trifecta Technologies, Inc. and Trifecta Technologies Canada, Limited; and (iv) the Asset Purchase Agreement with Zeon as part of the consideration. |
|
Operating
Leases
|
|||
2016 remaining
|
$
|
4,739
|
||
2017
|
5,271
|
|||
2018
|
3,867
|
|||
2019
|
3,155
|
|||
2020
|
2,762
|
|||
Thereafter
|
2,078
|
|||
Total minimum lease payments
|
$
|
21,872
|
|
March 31, 2016
|
December 31, 2015
|
||||||
|
(in thousands)
|
|||||||
Accounts receivable:
|
||||||||
Accounts receivable
|
$
|
72,854
|
$
|
84,273
|
||||
Unbilled revenues
|
44,478
|
37,088
|
||||||
Allowance for doubtful accounts
|
(904
|
)
|
(749
|
)
|
||||
Total
|
$
|
116,428
|
$
|
120,612
|
Property and equipment:
|
||||||||
Computer hardware (useful life of 3 years)
|
$
|
12,077
|
$
|
11,467
|
||||
Furniture and fixtures (useful life of 5 years)
|
3,211
|
2,957
|
||||||
Leasehold improvements (useful life of 5 years)
|
2,557
|
2,517
|
||||||
Software (useful life of 1 to 7 years)
|
8,079
|
7,883
|
||||||
Less: Accumulated depreciation
|
(18,143
|
)
|
(16,933
|
)
|
||||
Total
|
$
|
7,781
|
$
|
7,891
|
Other current liabilities:
|
||||||||
Accrued variable compensation
|
$
|
7,826
|
$
|
15,050
|
||||
Deferred revenue
|
5,340
|
5,414
|
||||||
Payroll related costs
|
2,835
|
2,906
|
||||||
Accrued subcontractor fees
|
543
|
771
|
||||||
Accrued medical claims expense
|
1,692
|
1,816
|
||||||
Professional fees
|
381
|
726
|
||||||
Estimated fair value of contingent consideration liability (1)
|
6,142
|
5,904
|
||||||
Net working capital settlements
|
765
|
1,008
|
||||||
Other current liabilities
|
3,473
|
4,188
|
||||||
Total
|
$
|
28,997
|
$
|
37,783
|
Other non-current liabilities:
|
||||||||
Deferred compensation liability
|
$
|
3,175
|
$
|
3,376
|
||||
Deferred income taxes
|
9,113
|
8,463
|
||||||
Other non-current liabilities
|
1,219
|
1,139
|
||||||
Total
|
$
|
13,507
|
$
|
12,978
|
Acquired tangible assets
|
$
|
7.5
|
||
Acquired intangible assets
|
12.7
|
|||
Liabilities assumed
|
(3.6
|
)
|
||
Goodwill
|
18.4
|
|||
Total purchase price
|
$
|
35.0
|
Acquired tangible assets
|
$
|
1.3
|
||
Acquired intangible assets
|
3.1
|
|||
Liabilities assumed
|
(2.9
|
)
|
||
Goodwill
|
3.9
|
|||
Total purchase price
|
$
|
5.4
|
Acquired tangible assets
|
$
|
5.2
|
||
Acquired intangible assets
|
4.3
|
|||
Liabilities assumed
|
(2.5
|
)
|
||
Goodwill
|
10.1
|
|||
Total purchase price
|
$
|
17.1
|
Weighted Average Useful Life
|
Useful Life
|
Aggregate Acquisitions
|
||||
Customer relationships
|
7 years
|
5 - 8 years
|
$
|
18.4
|
||
Customer backlog
|
10 months
|
9 - 12 months
|
1.4
|
|||
Non-compete agreements
|
5 years
|
5 years
|
0.1
|
|||
Trade name
|
1 year
|
1 year
|
0.2
|
|||
Total acquired intangible assets
|
|
|
$
|
20.1
|
Three Months Ended
|
||||
March 31, 2015
|
||||
Revenues
|
$
|
118,008
|
||
Net income
|
$
|
4,632
|
||
Basic net income per share
|
$
|
0.14
|
||
Diluted net income per share
|
$
|
0.13
|
||
Shares used in computing basic net income per share
|
33,132
|
|||
Shares used in computing diluted net income per share
|
34,461
|
Balance at December 31, 2015
|
$
|
269,383
|
||
Purchase accounting adjustments
|
195
|
|||
Effect of foreign currency translation adjustments
|
28
|
|||
Balance at March 31, 2016
|
$
|
269,606
|
|
March 31, 2016
|
December 31, 2015
|
||||||||||||||||||||||
|
Gross
Carrying
Amounts
|
Accumulated
Amortization
|
Net
Carrying
Amounts
|
Gross
Carrying
Amounts
|
Accumulated
Amortization
|
Net
Carrying
Amounts
|
||||||||||||||||||
Customer relationships
|
$
|
68,959
|
$
|
(26,196
|
)
|
$
|
42,763
|
$
|
68,959
|
$
|
(23,397
|
)
|
$
|
45,562
|
||||||||||
Non-compete agreements
|
959
|
(503
|
)
|
456
|
1,235
|
(719
|
)
|
516
|
||||||||||||||||
Customer backlog
|
350
|
(183
|
)
|
167
|
350
|
(88
|
)
|
262
|
||||||||||||||||
Trade name
|
100
|
(58
|
)
|
42
|
100
|
(33
|
)
|
67
|
||||||||||||||||
Internally developed software
|
10,148
|
(2,870
|
)
|
7,278
|
9,500
|
(2,499
|
)
|
7,001
|
||||||||||||||||
Total
|
$
|
80,516
|
$
|
(29,810
|
)
|
$
|
50,706
|
$
|
80,144
|
$
|
(26,736
|
)
|
$
|
53,408
|
Customer relationships
|
3 – 10 years
|
Non-compete agreements
|
3 – 5 years
|
Internally developed software
|
1 – 7 years
|
Trade name
|
1 year
|
Customer backlog
|
9 – 12 months
|
2016 remaining
|
$
|
9,497
|
||
2017
|
$
|
10,320
|
||
2018
|
$
|
9,358
|
||
2019
|
$
|
8,439
|
||
2020
|
$
|
5,545
|
||
Thereafter
|
$
|
7,547
|
|
March 31, 2016
|
December 31, 2015
|
||||||
Derivatives not designated as hedges
|
||||||||
Foreign exchange contracts
|
$
|
5,893
|
$
|
3,215
|
||||
Total derivatives not designated as hedges
|
$
|
5,893
|
$
|
3,215
|
● | Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities. |
● | Level 2 – Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data. |
● | Level 3 – Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable. |
|
Financial Results
(in thousands)
|
Explanation for Increases (Decreases) Over Prior Year Period
(in thousands)
|
||||||||||||||||||
|
For the Three
Months Ended
March 31, 2016
|
For the Three
Months Ended
March 31, 2015
|
Total Increase Over
Prior Year Period
|
Increase Attributable to
Acquired Companies
|
Increase (Decrease) Attributable to
Base Business
|
|||||||||||||||
Services revenues
|
$
|
109,747
|
$
|
98,629
|
$
|
11,118
|
$
|
4,847
|
$
|
6,271
|
||||||||||
Software and hardware revenues
|
9,476
|
8,502
|
974
|
1,647
|
(673
|
)
|
||||||||||||||
Reimbursable expenses
|
4,620
|
3,467
|
1,153
|
609
|
544
|
|||||||||||||||
Total revenues
|
$
|
123,843
|
$
|
110,598
|
$
|
13,245
|
$
|
7,103
|
$
|
6,142
|
As of
|
As of
|
|||||||
|
March 31, 2016
|
December 31, 2015
|
||||||
Cash, cash equivalents and investments (1)
|
$
|
9.0
|
$
|
8.8
|
||||
Working capital (including cash and cash equivalents) (2)
|
$
|
93.2
|
$
|
83.2
|
||||
Amounts available under credit facilities
|
$
|
69.0
|
$
|
69.0
|
Period
|
Total Number of
Shares Purchased
|
Average Price
Paid Per Share (1)
|
Total Number of Shares
Purchased as Part of Publicly
Announced Plans or Programs
|
Approximate Dollar Value
of Shares that May Yet
Be Purchased Under
the Plans or Programs
|
||||||||||||
Beginning balance as of December 31, 2015
|
9,553,624
|
$
|
8.83
|
9,553,624
|
$
|
15,641,949
|
||||||||||
January 1-31, 2016
|
-
|
-
|
-
|
$
|
15,641,949
|
|||||||||||
February 1-29, 2016
|
-
|
-
|
-
|
$
|
15,641,949
|
|||||||||||
March 1-31, 2016
|
-
|
-
|
-
|
$
|
15,641,949
|
|||||||||||
Ending balance as of March 31, 2016
|
9,553,624
|
$
|
8.83
|
9,553,624
|
(1) | Average price paid per share includes commission. |
|
PERFICIENT, INC.
|
|
|
|
|
Date: May 5, 2016
|
By:
|
/s/ Jeffrey S. Davis
|
|
Jeffrey S. Davis
|
|
|
Chief Executive Officer (Principal Executive Officer)
|
Date: May 5, 2016
|
By:
|
/s/ Paul E. Martin
|
|
Paul E. Martin
|
|
|
Chief Financial Officer (Principal Financial Officer)
|
Exhibit
Number
|
Description
|
3.1
|
Certificate of Incorporation of Perficient, Inc., previously filed with the Securities and Exchange Commission as an Exhibit to our Registration Statement on Form SB-2 (File No. 333-78337) declared effective on July 28, 1999 by the Securities and Exchange Commission and incorporated herein by reference
|
3.2
|
Certificate of Amendment to Certificate of Incorporation of Perficient, Inc., previously filed with the Securities and Exchange Commission as an Exhibit to our Form 8-A (File No. 000-51167) filed with the Securities and Exchange Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934 on February 15, 2005 and incorporated herein by reference
|
3.3
|
Certificate of Amendment to Certificate of Incorporation of Perficient, Inc., previously filed with the Securities and Exchange Commission as an Exhibit to our Registration Statement on form S-8 (File No. 333-130624) filed on December 22, 2005 and incorporated herein by reference
|
3.4
|
Amended and Restated Bylaws of Perficient, Inc., previously filed with the Securities and Exchange Commission as an Exhibit to our Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 001-15169) filed March 7, 2013 and incorporated herein by reference
|
4.1
|
Specimen Certificate for shares of Perficient, Inc. common stock, previously filed with the Securities and Exchange Commission as an Exhibit to our Quarterly Report on Form 10-Q (File No. 001-15169) filed May 7, 2009 and incorporated herein by reference
|
31.1*
|
Certification by the Chief Executive Officer of Perficient, Inc. as required by Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2*
|
Certification by the Chief Financial Officer of Perficient, Inc. as required by Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1**
|
Certification by the Chief Executive Officer and Chief Financial Officer of Perficient, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101*
|
The following financial information from Perficient, Inc.'s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of March 31, 2016 (Unaudited) and December 31, 2015, (ii) Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2016 and 2015, (iii) Unaudited Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2016 and 2015, (iv) Unaudited Condensed Consolidated Statement of Shareholders' Equity for the three months ended March 31, 2016, (v) Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2016 and 2015, and (vi) the Notes to Interim Unaudited Condensed Consolidated Financial Statements
|
|
|
*
|
Filed herewith.
|
**
|
Included but not to be considered "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
|
|
|
|
Date: May 5, 2016
|
|
/s/ Jeffrey S. Davis
|
|
Jeffrey S. Davis
|
|
|
Chief Executive Officer
|
|
|
|
Date: May 5, 2016
|
|
/s/ Paul E. Martin
|
|
Paul E. Martin,
|
|
|
Chief Financial Officer
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
|
|
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: May 5, 2016
|
By:
|
/s/ Jeffrey S. Davis
|
|
Jeffrey S. Davis
|
|
|
Chief Executive Officer (Principal Executive Officer)
|
|
|
|
Date: May 5, 2016
|
By:
|
/s/ Paul E. Martin
|
|
Paul E. Martin
|
|
|
Chief Financial Officer (Principal Financial Officer)
|
Document and Entity Information - shares |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Apr. 29, 2016 |
|
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2016 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | PERFICIENT INC | |
Trading Symbol | 0 | |
Entity Central Index Key | 0001085869 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 36,104,020 |
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares |
Mar. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Condensed Consolidated Balance Sheets | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, shares issued (in shares) | 45,457,477 | 45,124,948 |
Common stock, shares outstanding (in shares) | 34,605,750 | 34,394,412 |
Treasury stock, shares (in shares) | 10,851,727 | 10,730,536 |
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Condensed Consolidated Statements of Comprehensive Income [Abstract] | ||
Net income | $ 5,406 | $ 4,066 |
Other comprehensive income: | ||
Foreign currency translation adjustment | 192 | (171) |
Total comprehensive income | $ 5,598 | $ 3,895 |
Basis of Presentation |
3 Months Ended |
---|---|
Mar. 31, 2016 | |
Basis of Presentation [Abstract] | |
Basis of Presentation | 1. Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements of Perficient, Inc. and its subsidiaries (collectively, the "Company") have been prepared in accordance with U.S. generally accepted accounting principles and are presented in accordance with the rules and regulations of the Securities and Exchange Commission (the "SEC") applicable to interim financial information. Accordingly, certain footnote disclosures have been condensed or omitted. In the opinion of management, the interim unaudited condensed consolidated financial statements reflect all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the Company's financial position, results of operations and cash flows for the periods presented. These financial statements should be read in conjunction with the Company's consolidated financial statements and notes thereto filed with the SEC in the Company's Annual Report on Form 10-K for the year ended December 31, 2015. Operating results for the three months ended March 31, 2016 may not be indicative of the results for the full fiscal year ending December 31, 2016. Certain prior period financial statement amounts have been reclassified to conform to current period presentation. |
Summary of Significant Accounting Policies |
3 Months Ended |
---|---|
Mar. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates, and such differences could be material to the financial statements. Revenue Recognition Service revenues are primarily derived from professional services provided on a time and materials basis. For time and material contracts, service revenues are recognized and billed by multiplying the number of hours expended in the performance of the contract by the established billing rates. For fixed fee projects, service revenues are generally recognized using an input method based on the ratio of hours expended to total estimated hours. Amounts invoiced and collected in excess of revenues recognized are classified as deferred revenues. In conjunction with services provided, the Company occasionally receives referral fees under partner programs. These referral fees are recorded when earned within service revenues. Revenues from software and hardware sales are generally recorded on a gross basis considering the Company's role as a principal in the transaction. Revenues from sales of third-party software-as-a-service arrangements where the Company is not the primary obligor are recorded on a net basis. On many projects the Company is also reimbursed for out-of-pocket expenses including travel and other project-related expenses. These reimbursements are included as a component of revenues. We did not realize any profit on reimbursable expenses. Unbilled revenues represent the project time and expenses that have been incurred, but not yet billed to the client, prior to the end of the fiscal period. For time and materials projects, the client is invoiced for the amount of hours worked multiplied by the billing rates as stated in the contract. For fixed fee arrangements, the client is invoiced according to the agreed-upon schedule detailing the amount and timing of payments in the contract. Clients are typically billed monthly for services provided during that month, but can be billed on a more or less frequent basis as determined by the contract. If the time and expenses are worked/incurred and approved at the end of a fiscal period and the invoice has not yet been sent to the client, the amount is recorded as unbilled revenue once the Company verifies all other revenue recognition criteria have been met. Revenues are recognized when the following criteria are met: (1) persuasive evidence of the customer arrangement exists; (2) fees are fixed and determinable; (3) delivery and acceptance have occurred; and (4) collectability is deemed probable. The Company's policy for revenue recognition in instances where multiple deliverables are sold contemporaneously to the same customer is in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Subtopic 985-605, Software – Revenue Recognition, ASC Subtopic 605-25, Revenue Recognition – Multiple-Element Arrangements, and ASC Section 605-10-S99 (Staff Accounting Bulletin Topic 13, Revenue Recognition). Specifically, if the Company enters into contracts for the sale of services and software or hardware, then the Company evaluates whether each element should be accounted for separately by considering the following criteria: (1) whether the deliverables have value to the client on a stand-alone basis; and (2) whether delivery or performance of the undelivered item or items is considered probable and substantially in the control of the Company (only if the arrangement includes a general right of return related to the delivered item). Further, for sales of software and services, the Company also evaluates whether the services are essential to the functionality of the software and if it has fair value evidence for each deliverable. If the Company has concluded that the separation criteria are met, then it accounts for each deliverable in the transaction separately, based on the relevant revenue recognition policies. Generally, all deliverables of the Company's multiple element arrangements meet these criteria and are accounted for separately, with the arrangement consideration allocated among the deliverables using vendor specific objective evidence of the selling price. As a result, the Company generally recognizes software and hardware sales upon delivery to the customer and services consistent with the policies described herein. Further, delivery of software and hardware sales, when sold contemporaneously with services, can generally occur at varying times depending on the specific client project arrangement. Delivery of services generally occurs over a period of time consistent with the timeline as outlined in the client contract. There are no significant cancellation or termination-type provisions for the Company's software and hardware sales. Contracts for professional services provide for a general right, to the client or the Company, to cancel or terminate the contract within a given period of time (generally 10 to 30 days' notice is required). The client is responsible for any time and expenses incurred up to the date of cancellation or termination of the contract. The Company may provide multiple services under the terms of an arrangement and is required to assess whether one or more units of accounting are present. Service fees are typically accounted for as one unit of accounting, as fair value evidence for individual tasks or milestones is not available. The Company follows the guidelines discussed above in determining revenues; however, certain judgments and estimates are made and used to determine revenues recognized in any accounting period. If estimates are revised, material differences may result in the amount and timing of revenues recognized for a given period. Revenues are presented net of taxes assessed by governmental authorities. Sales taxes are generally collected and subsequently remitted on all software and hardware sales and certain services transactions as appropriate. |
Stock-Based Compensation |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | 3. Stock-Based Compensation Stock-based compensation is accounted for in accordance with ASC Topic 718, Compensation – Stock Compensation ("ASC Topic 718"). Under this guidance, the Company recognizes share-based compensation ratably using the straight-line attribution method over the requisite service period. In addition, pursuant to Accounting Standards Update ("ASU") No. 2016-09, Improvements to Employee Share-Based Payment Accounting, the Company has continued to elect to estimate the amount of expected forfeitures when calculating share-based compensation, instead of accounting for forfeitures as they occur. See Note 12, Recent Accounting Pronouncements, for additional information regarding the adoption of ASU No. 2016-09. Stock Award Plans The Company's Amended and Restated Perficient, Inc. 2012 Long Term Incentive Plan (as amended, the "Incentive Plan") allows for the granting of various types of stock awards, not to exceed a total of 5.0 million shares, to eligible individuals. The Compensation Committee of the Board of Directors administers the Incentive Plan and determines the terms of all stock awards made under the Incentive Plan. Stock-based compensation cost recognized for the three months ended March 31, 2016 and 2015 was approximately $3.7 million and $3.5 million, respectively, which included $0.7 million and $0.6 million, respectively, of expense for retirement savings plan contributions. The associated current and future income tax benefits recognized were $1.1 million for both three month periods ended March 31, 2016 and 2015. As of March 31, 2016, there was $22.4 million of total unrecognized compensation cost related to non-vested share-based awards. This cost is expected to be recognized over a weighted-average period of two years. Restricted stock activity for the three months ended March 31, 2016 was as follows (shares in thousands):
|
Net Income per Share |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Income per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Income per Share | 4. Net Income per Share The following table presents the calculation of basic and diluted net income per share (in thousands, except per share information):
|
Commitments and Contingencies |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies [Abstract] | |||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies | 5. Commitments and Contingencies From time to time the Company is involved in legal proceedings, claims and litigation related to employee claims, contractual disputes and taxes in the ordinary course of its business. Although the Company cannot predict the outcome of such matters, currently the Company has no reason to believe the disposition of any current matter could reasonably be expected to have a material adverse impact on the Company's financial position, results of operations or the ability to carry on any of its business activities. Certain of the Company's operating leases contain predetermined fixed escalations of minimum rentals during the original lease terms. For these leases, the Company recognizes the related rental expense on a straight-line basis over the life of the lease and records the difference between the amounts charged to operations and amounts paid as accrued rent expense. The Company leases office space and certain equipment under various operating lease agreements. The Company has the option to extend the term of certain lease agreements. Future minimum commitments under these lease agreements as of March 31, 2016 were as follows (in thousands):
Rent expense for each of the three months ended March 31, 2016 and 2015, was $1.9 million and $1.6 million, respectively. |
Balance Sheet Components |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance Sheet Components [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance Sheet Components | 6. Balance Sheet Components
(1) Represents the fair value estimate of additional earnings-based contingent consideration that may be realized by Zeon's, Market Street's and Enlighten's selling shareholders 12 months after the applicable acquisition. |
Business Combinations |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Combinations [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Combinations | 7. Business Combinations 2015 Acquisitions Acquisition of Zeon On January 2, 2015, the Company acquired the assets of Zeon pursuant to the terms of an Asset Purchase Agreement. The acquisition of Zeon expanded the Company's expertise in the support of eCommerce and digital agency solutions. The Company's total allocable purchase price consideration was $35.0 million. The purchase price was comprised of $22.9 million in cash paid and $11.4 million in Company common stock issued at closing reduced by $1.5 million for an estimated net working capital settlement due from the seller. The purchase price was also increased by $2.2 million representing the initial fair value estimate of additional earnings-based contingent consideration, which has been realized by Zeon twelve months after the closing date of the acquisition. The Company incurred approximately $0.9 million in transaction costs, which were expensed when incurred. The Company allocated the total purchase price consideration between tangible assets, identified intangible assets, liabilities, and goodwill as follows (in millions):
The amount of goodwill expected to be deductible for tax purposes is $18.5 million. The Company estimated that the intangible assets acquired have useful lives of nine months to eight years. Acquisition of Market Street On September 17, 2015, the Company acquired Market Street pursuant to the terms of a Stock Purchase Agreement. The acquisition of Market Street expanded the Company's IT consulting services specializing in the development, implementation, integration and support of big data, analytics, and financial performance management solutions. The Company has initially estimated the total allocable purchase price consideration to be $5.4 million. The purchase price was comprised of $3.0 million in cash paid (net of cash acquired) and $1.1 million in Company common stock issued at closing increased by $0.3 million for a net working capital settlement paid to the seller in February 2016. The purchase price was also increased by $1.0 million representing the initial fair value estimate of additional earnings-based contingent consideration, which may be realized by Market Street twelve months after the closing date of the acquisition. The Company incurred approximately $0.5 million in transaction costs, which were expensed when incurred. The Company has estimated the allocation of the total purchase price consideration between tangible assets, identified intangible assets, liabilities, and goodwill as follows (in millions):
The goodwill is non-deductible for tax purposes. The Company estimated that the intangible assets acquired have useful lives of nine months to eight years. The amounts above represent the fair value estimates as of March 31, 2016 and are subject to subsequent adjustment as the Company obtains additional information during the measurement period and finalizes its fair value estimates. Any subsequent adjustments to these fair value estimates occurring during the measurement period will result in an adjustment to goodwill or income, as applicable. Acquisition of Enlighten On December 4, 2015, the Company acquired the assets of Enlighten pursuant to the terms of an Asset Purchase Agreement. Enlighten was a digital marketing agency specializing in the development, implementation, integration and support of digital experience solutions. The acquisition of Enlighten enhanced and expanded the Company's digital strategy, creative services and marketing expertise. The Company has initially estimated the total allocable purchase price consideration to be $17.1 million. The purchase price was comprised of $11.3 million in cash paid and $2.9 million of Company common stock issued at closing increased by $0.7 million for an estimated net working capital settlement due to the seller. The purchase price was also increased by $2.2 million representing the initial fair value estimate of additional earnings-based contingent consideration, which may be realized by Enlighten twelve months after the closing date of the acquisition. The Company incurred approximately $0.5 million in transaction costs, which were expensed when incurred. The Company has estimated the allocation of the total purchase price consideration between tangible assets, identified intangible assets, liabilities, and goodwill as follows (in millions):
The amount of goodwill expected to be deductible for tax purposes is $11.1 million. The Company estimated that the intangible assets acquired have useful lives of twelve months to five years. The amounts above represent the fair value estimates as of March 31, 2016 and are subject to subsequent adjustment as the Company obtains additional information during the measurement period and finalizes its fair value estimates. Any subsequent adjustments to these fair value estimates occurring during the measurement period will result in an adjustment to goodwill or income, as applicable. The following table presents details of the intangible assets acquired during the year ended December 31, 2015 (dollars in millions):
The results of the 2015 acquisitions' operations have been included in the Company's condensed consolidated financial statements since the respective acquisition date. Pro-forma Results of Operations The following presents the unaudited pro-forma combined results of operations of the Company with the 2015 acquisitions for the three months ended March 31, 2015, after giving effect to certain pro-forma adjustments and assuming the 2015 acquisitions were acquired as of the beginning of 2014. These unaudited pro-forma results are presented in compliance with the adoption of ASU No. 2010-29, Business Combinations (Topic 805), Disclosure of Supplementary Pro Forma Information for Business Combinations, and are not necessarily indicative of the actual consolidated results of operations had the acquisitions actually occurred on January 1, 2014 or of future results of operations of the consolidated entities (in thousands, except per share information):
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Goodwill and Intangible Assets | 8. Goodwill and Intangible Assets Goodwill represents the excess purchase price over the fair value of net assets acquired, or net liabilities assumed, in a business combination. In accordance with ASC Topic 350, Intangibles – Goodwill and Other ("ASC Topic 350"), the Company performs an annual impairment review in the fourth quarter and more frequently if events or changes in circumstances indicate that goodwill might be impaired. There was no indication that goodwill became impaired during the three months ended March 31, 2016. Other intangible assets include customer relationships, non-compete arrangements, trade names, customer backlog, and internally developed software, which are being amortized over the assets' estimated useful lives using the straight-line method. Estimated useful lives range from less than one year to ten years. Amortization of customer relationships, non-compete arrangements, trade names, customer backlog, and internally developed software is considered an operating expense and is included in "Amortization" in the accompanying Unaudited Condensed Consolidated Statements of Operations. The Company periodically reviews the estimated useful lives of its identifiable intangible assets, taking into consideration any events or circumstances that might result in a lack of recoverability or revised useful life. Goodwill The changes in the carrying amount of goodwill for the three months ended March 31, 2016 are as follows (in thousands):
Intangible Assets with Definite Lives The following table presents a summary of the Company's intangible assets that are subject to amortization (in thousands):
The estimated useful lives of identifiable intangible assets are as follows:
Estimated annual amortization expense for the next five years ended December 31 is as follows (in thousands):
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Line of Credit |
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Mar. 31, 2016 | |
Line of Credit [Abstract] | |
Line of Credit | 9. Line of Credit Effective as of January 2, 2015, the Company entered into a second amendment and consent (the "Second Amendment") to its credit agreement with Silicon Valley Bank ("SVB"), U.S. Bank National Association, and Bank of America, N.A. (as amended, the "Credit Agreement"), pursuant to which the Company and the lenders, including Wells Fargo, National Association, as a new lender, increased the amount of available borrowing capacity thereunder by $35.0 million, allowing for revolving credit borrowings up to a maximum principal amount of $125.0 million, subject to an additional commitment increase of $50.0 million. Prior to the Second Amendment, the credit agreement allowed for revolving credit borrowing up to a maximum principal amount of $90.0 million, subject to a commitment increase of $25.0 million. The Credit Agreement also allows for the issuance of letters of credit in the aggregate amount of up to $10.0 million at any one time; outstanding letters of credit reduce the credit available for revolving credit borrowings. As of March 31, 2016, the Company had no outstanding letters of credit. Substantially all of our assets are pledged to secure the credit facility. All outstanding amounts owed under the Credit Agreement become due and payable no later than the final maturity date of July 31, 2017. Borrowings under the Credit Agreement bear interest at our option of SVB's prime rate (3.50% on March 31, 2016) plus a margin ranging from 0.00% to 0.50% or one-month LIBOR (0.44% on March 31, 2016) plus a margin ranging from 2.00% to 2.50%. The additional margin amount is dependent on the level of outstanding borrowings. As of March 31, 2016, we had $69.0 million of maximum borrowing capacity. We incur an annual commitment fee of 0.20% on the unused portion of the line of credit. The Company is required to comply with various financial covenants under the Credit Agreement. Specifically, the Company is required to maintain a ratio of earnings before interest, taxes, depreciation, and amortization ("EBITDA") plus stock compensation and minus income taxes paid and capital expenditures to interest expense and scheduled payments due for borrowings on a trailing three months basis annualized of not less than 2.00 to 1.00 and a ratio of current maturities of long-term debt to EBITDA plus stock compensation and minus income taxes paid and capital expenditures of not more than 2.75 to 1.00. At March 31, 2016, the Company was in compliance with all covenants under the Credit Agreement. |
Income Taxes |
3 Months Ended |
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Mar. 31, 2016 | |
Income Taxes [Abstract] | |
Income Taxes | 10. Income Taxes The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Internal Revenue Service (the "IRS") has completed examinations of the Company's U.S. income tax returns or the statute of limitations has passed on returns for the years through 2010. The Company's 2011, 2012 and 2013 U.S. income tax returns are currently under examination by the IRS. The IRS has sought to disallow certain research credits on the Company's 2011 and 2012 U.S. income tax returns. The Company is actively appealing the IRS's initial findings. The Company believes the research credits taken are appropriate and intends to vigorously defend its position. The amount of adjustment, if any, and the timing of such adjustment is not reasonably estimable at this time. Under the provisions of the ASC Subtopic 740-10-25, Income Taxes - Recognition, the Company had an unrecognized tax benefit of $1.1 million as of March 31, 2016. The Company's effective tax rate was 31.1% for the three months ended March 31, 2016 compared to 34.6% for the three months ended March 31, 2015. The decrease in the effective rate is primarily due to the research and development tax credit, which was not re-enacted by Congress for the three months ended March 31, 2015, but was adopted in December 2015 and therefore favorably impacted the current year quarter. The rate was also favorably impacted by the early adoption of ASU No. 2016-09. See Note 12, Recent Accounting Pronouncements, for additional information regarding the adoption of ASU No. 2016-09. As of March 31, 2016, the Company's net non-current deferred tax liability was $9.1 million. Deferred tax liabilities relate to goodwill, intangibles, fixed asset depreciation, and prepaid expenses. Net non-current deferred tax liabilities are recorded in "Other non-current liabilities" on the Condensed Consolidated Balance Sheet as of March 31, 2016 (unaudited) and December 31, 2015. |
Financial Instruments |
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Financial Instruments | 11. Financial Instruments In the normal course of business, the Company uses derivative financial instruments to manage foreign currency exchange rate risk. Currency exposure is monitored and managed by the Company as part of its risk management program which seeks to reduce the potentially adverse effects that market volatility could have on operating results. The Company's derivative financial instruments consist of non-deliverable foreign currency forward contracts. Financial instruments are neither held nor issued by the Company for trading purposes. Derivatives Not Designated as Hedging Instruments Both the gain or loss on the derivatives not designated as hedging instruments and the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in current earnings. Realized gains or losses and changes in the estimated fair value of foreign currency forward contracts that have not been designated as hedges were a net loss of $0.1 million and $0.2 million during the three months ended March 31, 2016 and 2015, respectively. Gains and losses on these contracts are recorded in net other expense (income) and net interest expense in the Unaudited Condensed Consolidated Statements of Operations and are offset by losses and gains on the related hedged items. The notional amounts of the Company's derivative instruments outstanding were as follows (in thousands):
Fair Value of Derivative Instruments The authoritative guidance defines fair value as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The authoritative guidance also establishes a fair value hierarchy that is intended to increase consistency and comparability in fair value measurements and related disclosures. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity's pricing based upon its own market assumptions. The fair value hierarchy consists of the following three levels:
The Company estimates the fair value of each foreign exchange forward contract by using the present value of expected cash flows. This considers the difference between the current market forward price and the contracted forward price for each foreign exchange contract and applies the difference in the rates to each outstanding contract. Valuations for all derivatives fall within Level 2 of the GAAP valuation hierarchy. The fair value of the Company's derivative instruments outstanding as of March 31, 2016 was immaterial. Derivatives may give rise to credit risks from the possible non-performance by counterparties. Credit risk is generally limited to the fair value of those contracts that are favorable to us. The Company has limited its credit risk by entering into derivative transactions only with highly-rated global financial institutions, limiting the amount of credit exposure with any one financial institution and conducting ongoing evaluation of the creditworthiness of the financial institutions with which the Company does business. The Company utilizes standard counterparty master agreements containing provisions for the netting of certain foreign currency transaction obligations and for the set-off of certain obligations in the event of an insolvency of one of the parties to the transaction. Within the Condensed Consolidated Balance Sheets (Unaudited), the Company records derivative assets and liabilities at net fair value. |
Recent Accounting Pronoucements |
3 Months Ended |
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Mar. 31, 2016 | |
Recent Accounting Pronouncements [Abstract] | |
Recent Accounting Pronouncements | 12. Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU No. 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In July 2015, the FASB deferred the effective date of ASU No. 2014-09 by one year. In 2016, the FASB issued ASU No. 2016-08, Principal versus Agent Considerations, and ASU No. 2016-10, Identifying Performance Obligations and Licensing, both of which further amended ASU No. 2014-09. These new updates are to become effective for the Company on January 1, 2018. Early application is not permitted. The updates permit the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU No. 2014-09 and its related amendments will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the updates on its ongoing financial reporting. In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. In August 2015, the FASB issued ASU No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which allows an entity to present debt issuance costs associated with a revolving line of credit arrangement as an asset, regardless of whether a balance is outstanding. The recognition and measurement guidance for debt issuance costs are not affected by these updates. The Company adopted these updates retrospectively on January 1, 2016. The adoption of ASU No. 2015-03 and ASU No. 2015-15 did not have an impact on the Company's consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-05, Customer's Accounting for Fees Paid in a Cloud Computing Arrangement, which provides specific guidance on the recognition of fees paid by a customer for cloud computing arrangements as either the acquisition of a software license or a service contract. The Company adopted this update prospectively on January 1, 2016. The adoption of ASU No. 2015-05 did not have a material impact on the Company's consolidated financial statements. In September 2015, the FASB issued ASU No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, which eliminates the requirement for an acquirer to retrospectively adjust the financial statements for measurement-period adjustments that occur in periods after the acquisition date. The Company adopted this update prospectively on January 1, 2016. The adoption of ASU No. 2015-16 did not have a material impact on the Company's consolidated financial stat ements. In February 2016, the FASB issued ASU No. 2016-02, Leases, which supersedes ASC Topic 840, Leases, and creates a new topic, ASC Topic 842, Leases. This update requires lessees to recognize a lease liability and a lease asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. The update also expands the required quantitative and qualitative disclosures surrounding leases. This update is to become effective for the Company on January 1, 2019, with earlier application permitted. This update will be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the effect of this update on its consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting. This update was issued as part of the FASB's simplification initiative and affects all entities that issue share-based payment awards to their employees. The amendments in this update address, among other things, the recognition of excess tax benefits and deficiencies associated with share-based payments, the classification of those excess tax benefits on the statement of cash flows, an accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification and the classification of those taxes paid on the statement of cash flows. The guidance in this update may be applied either prospectively, retrospectively or using a modified retrospective transition method, depending on the area covered in this update and is effective on January 1, 2017, with earlier application permitted. The Company elected to early adopt this update on January 1, 2016 in order to simplify its accounting for share-based payments. The adoption of this update resulted in a reduction of the Company's provision for income taxes of $0.3 million for the three months ended March 31, 2016. This update was applied prospectively and, as such, there was no impact to prior periods. |
Basis of Presentation (Policies) |
3 Months Ended |
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Mar. 31, 2016 | |
Basis of Presentation [Abstract] | |
Reclassifications | Certain prior period financial statement amounts have been reclassified to conform to current period presentation. |
Summary of Significant Accounting Policies (Policies) |
3 Months Ended |
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Mar. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates, and such differences could be material to the financial statements. |
Revenue Recognition | Revenue Recognition Service revenues are primarily derived from professional services provided on a time and materials basis. For time and material contracts, service revenues are recognized and billed by multiplying the number of hours expended in the performance of the contract by the established billing rates. For fixed fee projects, service revenues are generally recognized using an input method based on the ratio of hours expended to total estimated hours. Amounts invoiced and collected in excess of revenues recognized are classified as deferred revenues. In conjunction with services provided, the Company occasionally receives referral fees under partner programs. These referral fees are recorded when earned within service revenues. Revenues from software and hardware sales are generally recorded on a gross basis considering the Company's role as a principal in the transaction. Revenues from sales of third-party software-as-a-service arrangements where the Company is not the primary obligor are recorded on a net basis. On many projects the Company is also reimbursed for out-of-pocket expenses including travel and other project-related expenses. These reimbursements are included as a component of revenues. We did not realize any profit on reimbursable expenses. Unbilled revenues represent the project time and expenses that have been incurred, but not yet billed to the client, prior to the end of the fiscal period. For time and materials projects, the client is invoiced for the amount of hours worked multiplied by the billing rates as stated in the contract. For fixed fee arrangements, the client is invoiced according to the agreed-upon schedule detailing the amount and timing of payments in the contract. Clients are typically billed monthly for services provided during that month, but can be billed on a more or less frequent basis as determined by the contract. If the time and expenses are worked/incurred and approved at the end of a fiscal period and the invoice has not yet been sent to the client, the amount is recorded as unbilled revenue once the Company verifies all other revenue recognition criteria have been met. Revenues are recognized when the following criteria are met: (1) persuasive evidence of the customer arrangement exists; (2) fees are fixed and determinable; (3) delivery and acceptance have occurred; and (4) collectability is deemed probable. The Company's policy for revenue recognition in instances where multiple deliverables are sold contemporaneously to the same customer is in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Subtopic 985-605, Software – Revenue Recognition, ASC Subtopic 605-25, Revenue Recognition – Multiple-Element Arrangements, and ASC Section 605-10-S99 (Staff Accounting Bulletin Topic 13, Revenue Recognition). Specifically, if the Company enters into contracts for the sale of services and software or hardware, then the Company evaluates whether each element should be accounted for separately by considering the following criteria: (1) whether the deliverables have value to the client on a stand-alone basis; and (2) whether delivery or performance of the undelivered item or items is considered probable and substantially in the control of the Company (only if the arrangement includes a general right of return related to the delivered item). Further, for sales of software and services, the Company also evaluates whether the services are essential to the functionality of the software and if it has fair value evidence for each deliverable. If the Company has concluded that the separation criteria are met, then it accounts for each deliverable in the transaction separately, based on the relevant revenue recognition policies. Generally, all deliverables of the Company's multiple element arrangements meet these criteria and are accounted for separately, with the arrangement consideration allocated among the deliverables using vendor specific objective evidence of the selling price. As a result, the Company generally recognizes software and hardware sales upon delivery to the customer and services consistent with the policies described herein. Further, delivery of software and hardware sales, when sold contemporaneously with services, can generally occur at varying times depending on the specific client project arrangement. Delivery of services generally occurs over a period of time consistent with the timeline as outlined in the client contract. There are no significant cancellation or termination-type provisions for the Company's software and hardware sales. Contracts for professional services provide for a general right, to the client or the Company, to cancel or terminate the contract within a given period of time (generally 10 to 30 days' notice is required). The client is responsible for any time and expenses incurred up to the date of cancellation or termination of the contract. The Company may provide multiple services under the terms of an arrangement and is required to assess whether one or more units of accounting are present. Service fees are typically accounted for as one unit of accounting, as fair value evidence for individual tasks or milestones is not available. The Company follows the guidelines discussed above in determining revenues; however, certain judgments and estimates are made and used to determine revenues recognized in any accounting period. If estimates are revised, material differences may result in the amount and timing of revenues recognized for a given period. Revenues are presented net of taxes assessed by governmental authorities. Sales taxes are generally collected and subsequently remitted on all software and hardware sales and certain services transactions as appropriate. |
Stock-Based Compensation (Policies) |
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Mar. 31, 2016 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | Stock-based compensation is accounted for in accordance with ASC Topic 718, Compensation – Stock Compensation ("ASC Topic 718"). Under this guidance, the Company recognizes share-based compensation ratably using the straight-line attribution method over the requisite service period. In addition, pursuant to Accounting Standards Update ("ASU") No. 2016-09, Improvements to Employee Share-Based Payment Accounting, the Company has continued to elect to estimate the amount of expected forfeitures when calculating share-based compensation, instead of accounting for forfeitures as they occur. See Note 12, Recent Accounting Pronouncements, for additional information regarding the adoption of ASU No. 2016-09. |
Commitments and Contingencies (Policies) |
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Mar. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
Legal Claims | From time to time the Company is involved in legal proceedings, claims and litigation related to employee claims, contractual disputes and taxes in the ordinary course of its business. Although the Company cannot predict the outcome of such matters, currently the Company has no reason to believe the disposition of any current matter could reasonably be expected to have a material adverse impact on the Company's financial position, results of operations or the ability to carry on any of its business activities. |
Operating Leases | Certain of the Company's operating leases contain predetermined fixed escalations of minimum rentals during the original lease terms. For these leases, the Company recognizes the related rental expense on a straight-line basis over the life of the lease and records the difference between the amounts charged to operations and amounts paid as accrued rent expense. |
Goodwill and Intangible Assets (Policies) |
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Mar. 31, 2016 | |
Goodwill and Intangible Assets [Abstract] | |
Goodwill and Intangible Assets | Other intangible assets include customer relationships, non-compete arrangements, trade names, customer backlog, and internally developed software, which are being amortized over the assets' estimated useful lives using the straight-line method. Estimated useful lives range from less than one year to ten years. Amortization of customer relationships, non-compete arrangements, trade names, customer backlog, and internally developed software is considered an operating expense and is included in "Amortization" in the accompanying Unaudited Condensed Consolidated Statements of Operations. The Company periodically reviews the estimated useful lives of its identifiable intangible assets, taking into consideration any events or circumstances that might result in a lack of recoverability or revised useful life. |
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Restricted Stock Activity | Restricted stock activity for the three months ended March 31, 2016 was as follows (shares in thousands):
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Net Income per Share (Tables) |
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Basic and Diluted Net Income per Share | The following table presents the calculation of basic and diluted net income per share (in thousands, except per share information):
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Commitments and Contingencies (Tables) |
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Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies [Abstract] | |||||||||||||||||||||||||||||||||||||||||
Operating Lease Agreement | The Company leases office space and certain equipment under various operating lease agreements. The Company has the option to extend the term of certain lease agreements. Future minimum commitments under these lease agreements as of March 31, 2016 were as follows (in thousands):
|
Balance Sheet Components (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance Sheet Components [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounts Receivable |
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Property and Equipment |
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Other Current Liabilities |
(1) Represents the fair value estimate of additional earnings-based contingent consideration that may be realized by Zeon's, Market Street's and Enlighten's selling shareholders 12 months after the applicable acquisition. |
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Other Non-Current Liabilities |
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Business Combinations (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||
Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Intangible Assets Acquired | The following table presents details of the intangible assets acquired during the year ended December 31, 2015 (dollars in millions):
|
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Pro-Forma Results of Operations | These unaudited pro-forma results are presented in compliance with the adoption of ASU No. 2010-29, Business Combinations (Topic 805), Disclosure of Supplementary Pro Forma Information for Business Combinations, and are not necessarily indicative of the actual consolidated results of operations had the acquisitions actually occurred on January 1, 2014 or of future results of operations of the consolidated entities (in thousands, except per share information):
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Zeon [Member] | |||||||||||||||||||||||||||||||||||||||||||
Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Allocation of Total Purchase Price Consideration | The Company allocated the total purchase price consideration between tangible assets, identified intangible assets, liabilities, and goodwill as follows (in millions):
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Market Street [Member] | |||||||||||||||||||||||||||||||||||||||||||
Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Allocation of Total Purchase Price Consideration | The Company has estimated the allocation of the total purchase price consideration between tangible assets, identified intangible assets, liabilities, and goodwill as follows (in millions):
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Enlighten [Member] | |||||||||||||||||||||||||||||||||||||||||||
Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Allocation of Total Purchase Price Consideration | The Company has estimated the allocation of the total purchase price consideration between tangible assets, identified intangible assets, liabilities, and goodwill as follows (in millions):
|
Goodwill and Intangible Assets (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill | The changes in the carrying amount of goodwill for the three months ended March 31, 2016 are as follows (in thousands):
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Intangible Assets | The following table presents a summary of the Company's intangible assets that are subject to amortization (in thousands):
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Estimated Useful Lives of Intangible Assets | The estimated useful lives of identifiable intangible assets are as follows:
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Estimated Annual Amortization Expense | Estimated annual amortization expense for the next five years ended December 31 is as follows (in thousands):
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Financial Instruments (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||
Financial Instruments [Abstract] | |||||||||||||||||||||||||||||||||||||
Notional Amounts of Derivative Instruments Outstanding | The notional amounts of the Company's derivative instruments outstanding were as follows (in thousands):
|
Summary of Significant Accounting Policies (Details) |
3 Months Ended |
---|---|
Mar. 31, 2016 | |
Minimum [Member] | |
Revenue Recognition [Abstract] | |
Period of cancellation notice | 10 days |
Maximum [Member] | |
Revenue Recognition [Abstract] | |
Period of cancellation notice | 30 days |
Stock-Based Compensation, Stock Award Plans (Details) - USD ($) shares in Millions, $ in Millions |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Stock-Based Compensation [Abstract] | ||
Stock-based compensation expense | $ 3.7 | $ 3.5 |
Stock-based compensation expense for retirement savings plan contributions | 0.7 | 0.6 |
Associated current and future income tax benefits recognized | 1.1 | $ 1.1 |
Total unrecognized compensation cost related to non-vested share-based awards | $ 22.4 | |
Unrecognized compensation cost, weighted-average period for recognition | 2 years | |
2012 Long Term Incentive Plan [Member] | ||
Stock-Based Compensation [Abstract] | ||
Maximum number of shares authorized under plan (in shares) | 5.0 |
Stock-Based Compensation, Restricted Stock Activity (Details) - 2012 Long Term Incentive Plan [Member] - Restricted Stock [Member] shares in Thousands |
3 Months Ended |
---|---|
Mar. 31, 2016
$ / shares
shares
| |
Shares [Roll Forward] | |
Awards outstanding at beginning of period (in shares) | shares | 1,370 |
Awards granted (in shares) | shares | 358 |
Awards vested (in shares) | shares | (296) |
Awards forfeited (in shares) | shares | (38) |
Awards outstanding at end of period (in shares) | shares | 1,394 |
Weighted-Average Grant Date Fair Value [Abstract] | |
Awards outstanding at beginning of period (in dollars per share) | $ / shares | $ 17.82 |
Awards granted (in dollars per share) | $ / shares | 19.95 |
Awards vested (in dollars per share) | $ / shares | 17.14 |
Awards forfeited (in dollars per share) | $ / shares | 17.75 |
Awards outstanding at end of period (in dollars per share) | $ / shares | $ 18.49 |
Net Income per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands |
3 Months Ended | ||||||
---|---|---|---|---|---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
||||||
Net Income per Share [Abstract] | |||||||
Net income | $ 5,406 | $ 4,066 | |||||
Weighted-average shares of common stock outstanding (in shares) | 33,911 | 33,046 | |||||
Shares used in computing basic net income per share (in shares) | 33,911 | 33,046 | |||||
Stock options (in shares) | 0 | 2 | |||||
Restricted stock subject to vesting (in shares) | 363 | 504 | |||||
Contingently issuable shares (in shares) | 7 | [1] | 0 | ||||
Shares issuable for acquisition consideration (in shares) | [2] | 561 | 612 | ||||
Shares used in computing diluted net income per share (in shares) | 34,842 | 34,164 | |||||
Basic net income per share (in dollars per share) | $ 0.16 | $ 0.12 | |||||
Diluted net income per share (in dollars per share) | $ 0.16 | $ 0.12 | |||||
Anti-dilutive options and restricted stock not included in the calculation of diluted net income per share (in shares) | 112 | 109 | |||||
|
Commitments and Contingencies (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Commitments and Contingencies [Abstract] | ||
2016 remaining | $ 4,739 | |
2017 | 5,271 | |
2018 | 3,867 | |
2019 | 3,155 | |
2020 | 2,762 | |
Thereafter | 2,078 | |
Total minimum lease payments | 21,872 | |
Rent expense | $ 1,900 | $ 1,600 |
Balance Sheet Components, Accounts Receivable (Details) - USD ($) $ in Thousands |
Mar. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Balance Sheet Components [Abstract] | ||
Accounts receivable | $ 72,854 | $ 84,273 |
Unbilled revenues | 44,478 | 37,088 |
Allowance for doubtful accounts | (904) | (749) |
Total | $ 116,428 | $ 120,612 |
Balance Sheet Components, Property and Equipment) (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Dec. 31, 2015 |
|
Property and Equipment [Abstract] | ||
Less: Accumulated depreciation | $ (18,143) | $ (16,933) |
Total | 7,781 | 7,891 |
Computer Hardware [Member] | ||
Property and Equipment [Abstract] | ||
Property and equipment | $ 12,077 | 11,467 |
Useful life | 3 years | |
Furniture And Fixtures [Member] | ||
Property and Equipment [Abstract] | ||
Property and equipment | $ 3,211 | 2,957 |
Useful life | 5 years | |
Leasehold Improvements [Member] | ||
Property and Equipment [Abstract] | ||
Property and equipment | $ 2,557 | 2,517 |
Useful life | 5 years | |
Software and Software Development Costs [Member] | ||
Property and Equipment [Abstract] | ||
Property and equipment | $ 8,079 | $ 7,883 |
Minimum [Member] | Software and Software Development Costs [Member] | ||
Property and Equipment [Abstract] | ||
Useful life | 1 year | |
Maximum [Member] | Software and Software Development Costs [Member] | ||
Property and Equipment [Abstract] | ||
Useful life | 7 years |
Balance Sheet Components, Other Current Liabilities (Details) - USD ($) $ in Thousands |
Mar. 31, 2016 |
Dec. 31, 2015 |
||
---|---|---|---|---|
Balance Sheet Components [Abstract] | ||||
Accrued variable compensation | $ 7,826 | $ 15,050 | ||
Deferred revenues | 5,340 | 5,414 | ||
Payroll related costs | 2,835 | 2,906 | ||
Accrued subcontractor fees | 543 | 771 | ||
Accrued medical claims expense | 1,692 | 1,816 | ||
Professional Fees | 381 | 726 | ||
Estimated fair value of contingent consideration liability | [1] | 6,142 | 5,904 | |
Net working capital settlements | 765 | 1,008 | ||
Other current liabilities | 3,473 | 4,188 | ||
Total | $ 28,997 | $ 37,783 | ||
|
Balance Sheet Components, Other Non-Current Liabilities (Details) - USD ($) $ in Thousands |
Mar. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Balance Sheet Components [Abstract] | ||
Deferred compensation liability | $ 3,175 | $ 3,376 |
Deferred income taxes | 9,113 | 8,463 |
Other non-current liabilities | 1,219 | 1,139 |
Total | $ 13,507 | $ 12,978 |
Business Combinations, Market Street (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Dec. 31, 2015 |
|
Allocation of Total Purchase Price Consideration [Abstract] | ||
Goodwill | $ 269,606 | $ 269,383 |
Market Street [Member] | ||
Business Combinations [Abstract] | ||
Date of acquisition | Sep. 17, 2015 | |
Cash paid for acquisition | $ 3,000 | |
Common stock issued | 1,100 | |
Net working capital settlement | 300 | |
Fair value estimate of additional earnings-based contingent consideration | 1,000 | |
Transaction costs | $ 500 | |
Period to realize additional earnings-based contingent consideration | 12 months | |
Allocation of Total Purchase Price Consideration [Abstract] | ||
Acquired tangible assets | $ 1,300 | |
Acquired intangible assets | 3,100 | |
Liabilities assumed | (2,900) | |
Goodwill | 3,900 | |
Total purchase price | 5,400 | |
Tax deductible amount of goodwill | $ 0 | |
Market Street [Member] | Minimum [Member] | ||
Allocation of Total Purchase Price Consideration [Abstract] | ||
Intangible assets estimated useful life | 9 months | |
Market Street [Member] | Maximum [Member] | ||
Allocation of Total Purchase Price Consideration [Abstract] | ||
Intangible assets estimated useful life | 8 years |
Business Combinations, Enlighten (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Dec. 31, 2015 |
|
Allocation of Total Purchase Price Consideration [Abstract] | ||
Goodwill | $ 269,606 | $ 269,383 |
Enlighten [Member] | ||
Business Combinations [Abstract] | ||
Date of acquisition | Dec. 04, 2015 | |
Cash paid for acquisition | $ 11,300 | |
Common stock issued | 2,900 | |
Net working capital settlement | 700 | |
Fair value estimate of additional earnings-based contingent consideration | 2,200 | |
Transaction costs | $ 500 | |
Period to realize additional earnings-based contingent consideration | 12 months | |
Allocation of Total Purchase Price Consideration [Abstract] | ||
Acquired tangible assets | $ 5,200 | |
Acquired intangible assets | 4,300 | |
Liabilities assumed | (2,500) | |
Goodwill | 10,100 | |
Total purchase price | 17,100 | |
Tax deductible amount of goodwill | $ 11,100 | |
Enlighten [Member] | Minimum [Member] | ||
Allocation of Total Purchase Price Consideration [Abstract] | ||
Intangible assets estimated useful life | 12 months | |
Enlighten [Member] | Maximum [Member] | ||
Allocation of Total Purchase Price Consideration [Abstract] | ||
Intangible assets estimated useful life | 5 years |
Business Combinations, Intangible Assets Acquired (Details) $ in Millions |
3 Months Ended |
---|---|
Mar. 31, 2016
USD ($)
| |
Intangible Assets Acquired [Abstract] | |
Aggregate acquisitions | $ 20.1 |
Customer Relationships [Member] | |
Intangible Assets Acquired [Abstract] | |
Weighted average useful life | 7 years |
Aggregate acquisitions | $ 18.4 |
Customer Relationships [Member] | Minimum [Member] | |
Intangible Assets Acquired [Abstract] | |
Useful life | 5 years |
Customer Relationships [Member] | Maximum [Member] | |
Intangible Assets Acquired [Abstract] | |
Useful life | 8 years |
Customer Backlog [Member] | |
Intangible Assets Acquired [Abstract] | |
Weighted average useful life | 10 months |
Aggregate acquisitions | $ 1.4 |
Customer Backlog [Member] | Minimum [Member] | |
Intangible Assets Acquired [Abstract] | |
Useful life | 9 months |
Customer Backlog [Member] | Maximum [Member] | |
Intangible Assets Acquired [Abstract] | |
Useful life | 12 months |
Non-Compete Agreements [Member] | |
Intangible Assets Acquired [Abstract] | |
Weighted average useful life | 5 years |
Useful life | 5 years |
Aggregate acquisitions | $ 0.1 |
Trade Name [Member] | |
Intangible Assets Acquired [Abstract] | |
Weighted average useful life | 1 year |
Useful life | 1 year |
Aggregate acquisitions | $ 0.2 |
Business Combinations, Pro Forma Information (Details) $ / shares in Units, shares in Thousands, $ in Thousands |
3 Months Ended |
---|---|
Mar. 31, 2015
USD ($)
$ / shares
shares
| |
Business Acquisition, Pro Forma Information [Abstract] | |
Revenues | $ | $ 118,008 |
Net income | $ | $ 4,632 |
Basic net income per share | $ / shares | $ 0.14 |
Diluted net income per share | $ / shares | $ 0.13 |
Shares used in computing basic net income per share | shares | 33,132 |
Shares used in computing diluted net income per share | shares | 34,461 |
Goodwill and Intangible Assets, Goodwill) (Details) $ in Thousands |
3 Months Ended |
---|---|
Mar. 31, 2016
USD ($)
| |
Goodwill and Intangible Assets [Abstract] | |
Balance at beginning of period | $ 269,383 |
Purchase accounting adjustments | 195 |
Effect of foreign currency translation adjustments | 28 |
Balance at end of period | $ 269,606 |
Goodwill and Intangible Assets, Intangible Assets (Details) - USD ($) $ in Thousands |
Mar. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Intangible Assets, Net [Abstract] | ||
Gross carrying amounts | $ 80,516 | $ 80,144 |
Accumulated amortization | (29,810) | (26,736) |
Net carrying amounts | 50,706 | 53,408 |
Customer Relationships [Member] | ||
Intangible Assets, Net [Abstract] | ||
Gross carrying amounts | 68,959 | 68,959 |
Accumulated amortization | (26,196) | (23,397) |
Net carrying amounts | 42,763 | 45,562 |
Non-Compete Agreements [Member] | ||
Intangible Assets, Net [Abstract] | ||
Gross carrying amounts | 959 | 1,235 |
Accumulated amortization | (503) | (719) |
Net carrying amounts | 456 | 516 |
Customer Backlog [Member] | ||
Intangible Assets, Net [Abstract] | ||
Gross carrying amounts | 350 | 350 |
Accumulated amortization | (183) | (88) |
Net carrying amounts | 167 | 262 |
Trade Name [Member] | ||
Intangible Assets, Net [Abstract] | ||
Gross carrying amounts | 100 | 100 |
Accumulated amortization | (58) | (33) |
Net carrying amounts | 42 | 67 |
Internally Developed Software [Member] | ||
Intangible Assets, Net [Abstract] | ||
Gross carrying amounts | 10,148 | 9,500 |
Accumulated amortization | (2,870) | (2,499) |
Net carrying amounts | $ 7,278 | $ 7,001 |
Goodwill and Intangible Assets, Estimated Useful Lives (Details) |
3 Months Ended |
---|---|
Mar. 31, 2016 | |
Customer Relationships [Member] | Minimum [Member] | |
Intangible Assets [Abstract] | |
Estimated useful lives | 3 years |
Customer Relationships [Member] | Maximum [Member] | |
Intangible Assets [Abstract] | |
Estimated useful lives | 10 years |
Non-Compete Agreements [Member] | Minimum [Member] | |
Intangible Assets [Abstract] | |
Estimated useful lives | 3 years |
Non-Compete Agreements [Member] | Maximum [Member] | |
Intangible Assets [Abstract] | |
Estimated useful lives | 5 years |
Internally Developed Software [Member] | Minimum [Member] | |
Intangible Assets [Abstract] | |
Estimated useful lives | 1 year |
Internally Developed Software [Member] | Maximum [Member] | |
Intangible Assets [Abstract] | |
Estimated useful lives | 7 years |
Trade Name [Member] | |
Intangible Assets [Abstract] | |
Estimated useful lives | 1 year |
Customer Backlog [Member] | Minimum [Member] | |
Intangible Assets [Abstract] | |
Estimated useful lives | 9 months |
Customer Backlog [Member] | Maximum [Member] | |
Intangible Assets [Abstract] | |
Estimated useful lives | 12 months |
Goodwill and Intangible Assets, Estimated Amortization Expense (Details) $ in Thousands |
Mar. 31, 2016
USD ($)
|
---|---|
Estimated Amortization Expense [Abstract] | |
2016 remaining | $ 9,497 |
2017 | 10,320 |
2018 | 9,358 |
2019 | 8,439 |
2020 | 5,545 |
Thereafter | $ 7,547 |
Line of Credit (Details) - Revolving Credit Facility [Member] $ in Millions |
3 Months Ended |
---|---|
Mar. 31, 2016
USD ($)
LetterOfCredit
| |
Credit Agreement [Member] | |
Line of Credit [Abstract] | |
Allowable amount of letters of credit for issuance | $ 10.0 |
Number of letters of credit outstanding | LetterOfCredit | 0 |
Letters of credit outstanding | $ 0.0 |
Maturity date | Jul. 31, 2017 |
Unused portion of line of credit | $ 69.0 |
Annual commitment fee percentage on unused capacity | 0.20% |
Ratio of EBITDA plus stock compensation and minus income taxes paid and capital expenditures to interest expense and scheduled payments due for borrowings | 2.00 |
Ratio of current maturities of long-term debt to EBITDA plus stock compensation and minus income taxes paid and capital expenditures | 2.75 |
Credit Agreement [Member] | Prime Rate [Member] | |
Line of Credit [Abstract] | |
Interest rate at end of period | 3.50% |
Credit Agreement [Member] | Prime Rate [Member] | Minimum [Member] | |
Line of Credit [Abstract] | |
Margin interest rate percentage | 2.00% |
Credit Agreement [Member] | Prime Rate [Member] | Maximum [Member] | |
Line of Credit [Abstract] | |
Margin interest rate percentage | 2.50% |
Credit Agreement [Member] | LIBOR [Member] | |
Line of Credit [Abstract] | |
Interest rate at end of period | 0.44% |
Term of variable rate | 1 month |
Credit Agreement [Member] | LIBOR [Member] | Minimum [Member] | |
Line of Credit [Abstract] | |
Margin interest rate percentage | 0.00% |
Credit Agreement [Member] | LIBOR [Member] | Maximum [Member] | |
Line of Credit [Abstract] | |
Margin interest rate percentage | 0.50% |
Second Amendment [Member] | |
Line of Credit [Abstract] | |
Maximum borrowing capacity increase | $ 35.0 |
Maximum borrowing capacity | 125.0 |
Additional commitment increase | 50.0 |
First Amendment [Member] | |
Line of Credit [Abstract] | |
Maximum borrowing capacity | 90.0 |
Additional commitment increase | $ 25.0 |
Income Taxes (Details) - USD ($) $ in Millions |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Income Taxes [Abstract] | ||
Unrecognized tax benefits | $ 1.1 | |
Effective tax rate | 31.10% | 34.60% |
Net non-current deferred tax liability | $ 9.1 |
Financial Instruments, Gains (Losses) on Derivatives, Net (Details) - USD ($) $ in Millions |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Gains (Losses) on Derivatives, Net [Abstract] | ||
Gains (losses) on derivatives, net | $ (0.1) | $ (0.2) |
Financial Instruments, Notional Amounts (Details) - Not Designated as Hedging Instrument [Member] - USD ($) $ in Thousands |
Mar. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Notional Amounts [Abstract] | ||
Notional amount | $ 5,893 | $ 3,215 |
Foreign Currency Forward [Member] | ||
Notional Amounts [Abstract] | ||
Notional amount | $ 5,893 | $ 3,215 |
Recent Accounting Pronoucements (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Recent Accounting Pronouncements [Abstract] | ||
Provision for income taxes | $ 2,443 | $ 2,151 |
Effect of Early Adoption of ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting [Member] | ||
Recent Accounting Pronouncements [Abstract] | ||
Provision for income taxes | $ (300) |
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