Annual report pursuant to Section 13 and 15(d)

Income Taxes

Income Taxes
12 Months Ended
Dec. 31, 2012
Income Taxes


11. Income Taxes

The domestic and foreign components of income (loss) before provision for income taxes were as follows:


     Year Ended December 31,  
     2012      2011     2010  
     (in thousands)  


   $ 9,151       $ (926   $ 119   


     251         (515     667   











   $ 9,402       $ (1,441   $ 786   










Our provision (benefit) for income taxes consisted of the following components:


     Year Ended December 31,  
     2012     2011     2010  
     (in thousands)  




     —          —          —     


   $ 1,568      $ 225      $ 384   


     27        70        405   










Total current taxes

     1,595        295        789   




     3,192        299        263   


     (574     (626     (15


     6        (178     (318










Total deferred taxes

     2,624        (505     (70










Total income tax provision (benefit)

   $ 4,219      $ (210   $ 719   










The reconciliation of our income tax expense (benefit) computed at the U.S. federal statutory tax rate to the actual income tax expense (benefit) is as follows:


     Year Ended December 31,  
     2012     2011     2010  
     (in thousands)  

Expense derived by applying the Federal income tax rate to income (loss) before taxes

   $ 3,291      $ (504   $ 275   

State income tax, net of federal benefit

     445        146        202   

Foreign income tax

     (55     215        (78

Change in valuation allowance

     —          (660     2,343   

Benefits of assets not previously recognized

     —          (97     (2,343

Nondeductible expenses

     361        674        337   

Stock-based compensation

     171        137        —     

Tax credits

     —          53        (87

Changes in tax rates

     —          (138     33   


     6        (36     37   









   $ 4,219      $ (210   $ 719   










Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets and liabilities are as follows:


     December 31,  
     2012     2011  
     (in thousands)  

Deferred tax assets:


Stock-based compensation

   $ 7,401      $ 6,945   

Reserves and accrued liabilities

     7,215        6,579   

Net operating loss carryforwards

     23,139        31,604   







Total gross deferred tax assets

     37,755        45,128   

Deferred tax asset valuation allowance

     (9,216     (9,229







Deferred tax assets

     28,539        35,899   

Deferred tax liabilities:


Property, equipment, and software

     (3,820     (5,448


     (1,711     (1,664

Intangible assets

     (23,020     (25,976







Total deferred tax liabilities

     (28,551     (33,088







Net deferred tax assets/(liabilities)

   $ (12   $ 2,811   








Our management periodically evaluates the realizability of the deferred tax assets and, if it is determined that it is more likely than not that the deferred tax assets are realizable, adjusts the valuation allowance accordingly. The determination of the level of valuation allowance at December 31, 2012 is based on an estimated forecast of future taxable income which includes many judgments and assumptions. Accordingly, it is at least reasonably possible that future changes in one or more assumptions may lead to a change in judgment regarding the level of valuation allowance required in future periods.

The acquisition of the stock of RMO resulted in an additional net deferred tax liability of $1.5 million. This net liability includes a deferred tax liability of $1.5 million related to intangibles that are not amortizable for tax purposes, a deferred tax asset of $0.1 million related to net operating loss carryforwards and other miscellaneous deferred tax liabilities of less than $0.1 million.

Our largest deferred tax assets are our federal and state net operating loss carryforwards of $176.4 million and $6.4 million respectively. The federal net operating losses will begin to expire in 2020 and the state net operating losses will begin to expire in 2013. Of the total net operating loss carryforwards, approximately $116.5 million is attributable to deductions originating from the exercise of non-qualified employee stock options, the benefit of which will be credited to paid-in capital when realized.

In connection with our acquisition of MTS on August 24, 2011, we assumed incentive stock options (“ISOs”) granted from the MTS Plan. No tax benefit is recognized for stock-based compensation attributable to ISOs until there is a disqualifying disposition, if any, for income tax purposes. A portion of our stock-based compensation is attributable to ISO shares; therefore, our effective tax rate is subject to fluctuation.

A cumulative change in ownership among material shareholders, as defined in Section 382 of the Internal Revenue Code, during a three-year period may limit utilization of the federal net operating loss carryforwards. Based on available information, the Company believes it is not currently subject to the Section 382 limitation; however certain net operating losses generated by subsidiaries prior to their acquisition by the Company are subject to the Section 382 limitation. The limitation on these pre-acquisition net operating loss carryforwards will fully expire in 2019.

Our current state tax liability of $1.6 million is comprised of current tax liabilities in jurisdictions where tax is considered an income tax for financial reporting purposes but is assessed on adjusted gross revenue rather than adjusted net income and where we have current year taxable income for financial reporting purposes that cannot be offset by net operating loss carryforwards until those carryforwards reduce our cash tax liability.

Our subsidiary in Hyderabad, India benefited from a tax holiday granted under the Software Technology Parks of India program. This holiday began upon commencement of business operations in 2008 and expired on March 31, 2011. During this holiday period we were required to pay a minimum alternative tax which was available to reduce our post-holiday tax liability.

Our subsidiary in Manila, Philippines currently benefits from an income tax holiday incentives in the Philippines pursuant to the registrations with the Philippine Economic Zone Authority, or PEZA. Under such PEZA registrations, the income tax holiday of our PEZA-registered project in the Philippines expires in 2015.

No provision has been made for U.S federal and state income taxes on the undistributed earnings of approximately $0.7 million relating to the our foreign subsidiaries as such earnings are expected to be reinvested and are considered permanent in duration. If these earnings were ultimately distributed to the U.S. in the form of dividends or otherwise, or if the shares of the subsidiaries were sold or transferred, we would likely be subject to additional U.S. income taxes, net of the impact of any available foreign tax credits. It is not practicable to estimate the additional income taxes related to permanently reinvested earnings in the subsidiaries.

Uncertain Tax Positions

At December 31, 2012 and 2011, we had no unrecognized tax benefits. Our policy is to include interest and penalties related to unrecognized tax benefits in income tax expense, and as of December 31, 2012 and 2011, there were no accrued interest and penalties.

We file consolidated and separate tax returns in the U.S. federal jurisdiction, numerous state jurisdictions and two foreign jurisdictions. We are no longer subject to U.S. federal income tax examinations for years before 2009 and are no longer subject to state and local income tax examinations by tax authorities for years before 2008. However, net operating losses from all years continue to be subject to examinations and adjustments for at least three years following the year in which the attributes are used. We are not currently under audit for federal, state or any foreign jurisdictions.