þ | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended September 30, 2016 | |
or | |
¨ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from ____ to ____ |
Delaware | 20-2096338 | |
(State or Other Jurisdiction of | (I.R.S. Employer Identification No.) | |
Incorporation or Organization) |
Large Accelerated Filer ¨ | Accelerated Filer þ | |
Non-Accelerated Filer ¨ | Smaller reporting company ¨ | |
(Do not check if a smaller reporting company) |
Page | |
September 30, 2016 | December 31, 2015 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 15,407 | $ | 14,630 | |||
Accounts receivable, net of allowances of $4,242 and $1,015, respectively | 81,685 | 60,446 | |||||
Deferred costs | 4,030 | 4,159 | |||||
Prepaid expenses and other current assets | 15,313 | 13,663 | |||||
Total current assets | 116,435 | 92,898 | |||||
Property and equipment, net | 40,492 | 38,823 | |||||
Intangible assets, net | 177,067 | 182,184 | |||||
Other assets | 13,255 | 11,593 | |||||
Goodwill | 280,593 | 270,956 | |||||
Total assets | $ | 627,842 | $ | 596,454 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 12,664 | $ | 22,725 | |||
Accrued expenses and other current liabilities | 40,476 | 43,115 | |||||
Acquisition earn-outs and holdbacks | 7,129 | 12,842 | |||||
Current portion of capital lease obligations | 1,015 | 1,392 | |||||
Current portion of long-term debt | 4,300 | 4,000 | |||||
Deferred revenue | 16,647 | 15,469 | |||||
Total current liabilities | 82,231 | 99,543 | |||||
Capital lease obligations, net of current portion | 512 | 961 | |||||
Long-term debt, net of current portion | 412,159 | 382,243 | |||||
Deferred revenue, less current portion | 3,137 | 2,292 | |||||
Other long-term liabilities | 4,367 | 929 | |||||
Total liabilities | 502,406 | 485,968 | |||||
Commitments and contingencies | |||||||
Stockholders’ equity: | |||||||
Common stock, par value $.0001 per share, 80,000,000 shares authorized, 37,226,966 and 36,533,634 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively | 3 | 3 | |||||
Additional paid-in capital | 193,759 | 182,797 | |||||
Accumulated deficit | (63,787 | ) | (69,901 | ) | |||
Accumulated other comprehensive loss | (4,539 | ) | (2,413 | ) | |||
Total stockholders’ equity | 125,436 | 110,486 | |||||
Total liabilities and stockholders’ equity | $ | 627,842 | $ | 596,454 |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Revenue: | |||||||||||||||
Telecommunications services | $ | 131,851 | $ | 96,996 | $ | 385,201 | $ | 254,425 | |||||||
Operating expenses: | |||||||||||||||
Cost of telecommunications services | 68,184 | 53,363 | 202,653 | 142,521 | |||||||||||
Selling, general and administrative expenses | 37,177 | 25,553 | 105,311 | 69,410 | |||||||||||
Severance, restructuring and other exit costs | (625 | ) | — | 870 | 7,747 | ||||||||||
Depreciation and amortization | 14,880 | 12,631 | 46,139 | 32,472 | |||||||||||
Total operating expenses | 119,616 | 91,547 | 354,973 | 252,150 | |||||||||||
Operating income | 12,235 | 5,449 | 30,228 | 2,275 | |||||||||||
Other expense: | |||||||||||||||
Interest expense, net | (7,123 | ) | (3,080 | ) | (21,620 | ) | (7,829 | ) | |||||||
Loss on debt extinguishment | — | — | (1,632 | ) | (1,056 | ) | |||||||||
Other expense, net | (74 | ) | (706 | ) | (542 | ) | (1,798 | ) | |||||||
Total other expense | (7,197 | ) | (3,786 | ) | (23,794 | ) | (10,683 | ) | |||||||
Income (loss) before income taxes | 5,038 | 1,663 | 6,434 | (8,408 | ) | ||||||||||
(Benefit from) provision for income taxes | (89 | ) | (99 | ) | 320 | (124 | ) | ||||||||
Net income (loss) | $ | 5,127 | $ | 1,762 | $ | 6,114 | $ | (8,284 | ) | ||||||
Earnings (loss) per share: | |||||||||||||||
Basic | $ | 0.14 | $ | 0.05 | $ | 0.17 | $ | (0.24 | ) | ||||||
Diluted | $ | 0.14 | $ | 0.05 | $ | 0.16 | $ | (0.24 | ) | ||||||
Weighted average shares: | |||||||||||||||
Basic | 37,152,063 | 34,981,104 | 36,998,607 | 34,603,144 | |||||||||||
Diluted | 37,785,921 | 35,888,525 | 37,481,414 | 34,603,144 |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Net income (loss) | $ | 5,127 | $ | 1,762 | $ | 6,114 | $ | (8,284 | ) | ||||||
Other comprehensive (loss) income: | |||||||||||||||
Foreign currency translation adjustment | (215 | ) | (212 | ) | (2,126 | ) | (1,182 | ) | |||||||
Comprehensive income (loss) | $ | 4,912 | $ | 1,550 | $ | 3,988 | $ | (9,466 | ) |
Accumulated | ||||||||||||||||||||||
Common Stock | Additional Paid -In | Accumulated | Other Comprehensive | |||||||||||||||||||
Shares | Amount | Capital | Deficit | Loss | Total | |||||||||||||||||
Balance, December 31, 2015 | 36,533,634 | $ | 3 | $ | 182,797 | $ | (69,901 | ) | $ | (2,413 | ) | $ | 110,486 | |||||||||
Share-based compensation for options issued | — | — | 1,178 | — | — | 1,178 | ||||||||||||||||
Share-based compensation for restricted stock issued | 446,455 | — | 9,718 | — | — | 9,718 | ||||||||||||||||
Tax withholding related to the vesting of restricted stock units | (226,328 | ) | — | (3,442 | ) | — | — | (3,442 | ) | |||||||||||||
Stock issued in connection with employee stock purchase plan | 69,671 | — | 1,045 | — | — | 1,045 | ||||||||||||||||
Stock issued in connection with acquisition | 178,202 | — | 1,995 | — | — | 1,995 | ||||||||||||||||
Stock options exercised | 225,332 | — | 468 | — | — | 468 | ||||||||||||||||
Net income | — | — | — | 6,114 | — | 6,114 | ||||||||||||||||
Foreign currency translation | — | — | — | — | (2,126 | ) | (2,126 | ) | ||||||||||||||
Balance, September 30, 2016 | 37,226,966 | $ | 3 | $ | 193,759 | $ | (63,787 | ) | $ | (4,539 | ) | $ | 125,436 |
Nine Months Ended September 30, | |||||||
2016 | 2015 | ||||||
Cash flows from operating activities: | |||||||
Net income (loss) | $ | 6,114 | $ | (8,284 | ) | ||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||
Depreciation and amortization | 46,139 | 32,472 | |||||
Share-based compensation | 10,896 | 5,417 | |||||
Debt discount amortization | 600 | — | |||||
Loss on debt extinguishment | 1,632 | 1,056 | |||||
Amortization of debt issuance costs | 1,188 | 697 | |||||
Change in fair value of acquisition earn-out | — | 880 | |||||
Changes in operating assets and liabilities, net of acquisitions: | |||||||
Accounts receivable, net | (19,887 | ) | (3,838 | ) | |||
Deferred costs | (32 | ) | (2,578 | ) | |||
Prepaid expenses and other current assets | (1,180 | ) | 496 | ||||
Other assets | (2,327 | ) | (68 | ) | |||
Accounts payable | (8,816 | ) | (12,347 | ) | |||
Accrued expenses and other current liabilities | (3,605 | ) | 4,419 | ||||
Deferred revenue and other liabilities | 2,045 | 1,561 | |||||
Net cash provided by operating activities | 32,767 | 19,883 | |||||
Cash flows from investing activities: | |||||||
Acquisition of businesses, net of cash acquired | (14,146 | ) | (131,397 | ) | |||
Purchases of property and equipment | (17,813 | ) | (9,842 | ) | |||
Purchase of customer contracts | (6,000 | ) | — | ||||
Net cash used in investing activities | (37,959 | ) | (141,239 | ) | |||
Cash flows from financing activities: | |||||||
Proceeds from revolving line of credit | 33,000 | — | |||||
Repayment of revolving line of credit | (32,000 | ) | — | ||||
Proceeds from term loan | 29,850 | 230,000 | |||||
Repayment of term loan | (3,150 | ) | (129,376 | ) | |||
Payment of earn-out and holdbacks | (15,563 | ) | (3,239 | ) | |||
Debt issuance costs | (904 | ) | (4,801 | ) | |||
Repayment of capital leases | (1,433 | ) | (610 | ) | |||
Proceeds from issuance of common stock under employee stock purchase plan | 1,045 | — | |||||
Tax withholding related to the vesting of restricted stock units | (3,442 | ) | (2,017 | ) | |||
Exercise of stock options | 468 | 633 | |||||
Net cash provided by financing activities | $ | 7,871 | $ | 90,590 | |||
Effect of exchange rate changes on cash | (1,902 | ) | 1,223 | ||||
Net increase (decrease) in cash and cash equivalents | 777 | (29,543 | ) | ||||
Cash and cash equivalents at beginning of period | 14,630 | 49,256 | |||||
Cash and cash equivalents at end of period | $ | 15,407 | $ | 19,713 | |||
Supplemental disclosure of cash flow information: | |||||||
Cash paid for interest | $ | 19,894 | $ | 7,421 | |||
Cash paid for income taxes | $ | 408 | $ | 233 |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Numerator for basic and diluted EPS – earnings (loss) available to common stockholders | $ | 5,127 | $ | 1,762 | $ | 6,114 | $ | (8,284 | ) | ||||||
Denominator for basic EPS – weighted average shares | 37,152,063 | 34,981,104 | 36,998,607 | 34,603,144 | |||||||||||
Effect of dilutive securities | 633,858 | 907,421 | 482,807 | — | |||||||||||
Denominator for diluted EPS – weighted average shares | 37,785,921 | 35,888,525 | 37,481,414 | 34,603,144 | |||||||||||
Earnings (loss) per share: basic | $ | 0.14 | $ | 0.05 | $ | 0.17 | $ | (0.24 | ) | ||||||
Earnings (loss) per share: diluted | $ | 0.14 | $ | 0.05 | $ | 0.16 | $ | (0.24 | ) |
Furniture and Fixtures | 7 years |
Network Equipment | 5 years |
Leasehold Improvements | up to 10 years |
Computer Hardware and Software | 3-5 years |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
(Amounts in thousands, except per share and share data) | |||||||||||||||
Revenue | $ | 131,851 | $ | 117,192 | $ | 385,201 | $ | 344,653 | |||||||
Net income (loss) | $ | 5,127 | $ | (164 | ) | $ | 6,114 | $ | (16,870 | ) | |||||
Earnings (loss) per share: | |||||||||||||||
Basic | $ | 0.14 | $ | — | $ | 0.17 | $ | (0.47 | ) | ||||||
Diluted | $ | 0.14 | $ | — | $ | 0.16 | $ | (0.47 | ) | ||||||
Basic | 37,152,063 | 35,456,105 | 36,998,607 | 35,688,988 | |||||||||||
Diluted | 37,785,921 | 35,456,105 | 37,481,414 | 35,688,988 |
Balance, December 31, 2015 | $ | 270,956 | |
Adjustments to prior year's business combination | 4,518 | ||
Goodwill associated with Telnes acquisition | 5,119 | ||
Balance, September 30, 2016 | $ | 280,593 |
September 30, 2016 | December 31, 2015 | ||||||||||||||||||||||||
Amortization Period | Gross Asset Cost | Accumulated Amortization | Net Book Value | Gross Asset Cost | Accumulated Amortization | Net Book Value | |||||||||||||||||||
Customer contracts | 3-7 years | $ | 239,763 | $ | 81,183 | $ | 158,580 | $ | 215,802 | $ | 54,041 | $ | 161,761 | ||||||||||||
Non-compete agreements | 3-5 years | 4,572 | 4,395 | 177 | 4,331 | 4,305 | 26 | ||||||||||||||||||
Point-to-point FCC license fees | 3 years | 1,695 | 1,127 | 568 | 1,695 | 701 | 994 | ||||||||||||||||||
Intellectual property | 10 years | 17,379 | 1,642 | 15,737 | 17,379 | 336 | 17,043 | ||||||||||||||||||
Trade name | 3 years | 2,292 | 1,087 | 1,205 | 2,079 | 519 | 1,560 | ||||||||||||||||||
Trade name (indefinite-lived) | N/A | 800 | — | 800 | 800 | — | 800 | ||||||||||||||||||
$ | 266,501 | $ | 89,434 | $ | 177,067 | $ | 242,086 | $ | 59,902 | $ | 182,184 |
2016 remaining | $ | 10,084 | |
2017 | 39,049 | ||
2018 | 32,732 | ||
2019 | 27,901 | ||
2020 | 24,989 | ||
2021 and beyond | 41,512 | ||
Total | $ | 176,267 |
September 30, 2016 | December 31, 2015 | ||||||
Accrued compensation and benefits | $ | 7,463 | $ | 9,465 | |||
Accrued selling, general and administrative | 2,951 | 3,118 | |||||
Accrued carrier costs | 20,209 | 20,376 | |||||
Accrued restructuring | 3,449 | 6,833 | |||||
Accrued other | 6,404 | 3,323 | |||||
$ | 40,476 | $ | 43,115 |
September 30, 2016 | December 31, 2015 | ||||||
Term loan | $ | 426,850 | $ | 400,000 | |||
Revolving line of credit | 6,000 | 5,000 | |||||
Total debt obligations | 432,850 | 405,000 | |||||
Unamortized debt issuance costs | (9,172 | ) | (10,938 | ) | |||
Unamortized original issuance discount | (7,219 | ) | (7,819 | ) | |||
Carrying value of debt | 416,459 | 386,243 | |||||
Less current portion | (4,300 | ) | (4,000 | ) | |||
Long-term debt less current portion | $ | 412,159 | $ | 382,243 |
Total Debt | |||
2016 remaining | $ | 1,075 | |
2017 | 4,300 | ||
2018 | 4,300 | ||
2019 | 4,300 | ||
2020 | 10,300 | ||
2021 | 4,300 | ||
2022 | 404,275 | ||
Total | $ | 432,850 |
Fiscal Quarter Ending | Maximum Ratio | |
September 30, 2016 | 4.75:1.00 | |
December 31, 2016 | 4.75:1.00 | |
March 31, 2017 | 4.50:1.00 | |
June 30, 2017 | 4.50:1.00 | |
September 30, 2017 | 4.25:1.00 | |
December 31, 2017 | 4.25:1.00 | |
March 31, 2018 | 4.00:1.00 | |
June 30, 2018 | 4.00:1.00 | |
September 30, 2018 | 3.75:1.00 | |
December 31, 2018 | 3.75:1.00 | |
March 31, 2019 and thereafter | 3.50:1.00 |
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Stock options | $ | 446 | $ | 378 | $ | 1,178 | $ | 1,194 | |||||||
Restricted stock (including performance awards)1 | 4,398 | 1,345 | 9,718 | 4,223 | |||||||||||
Total | $ | 4,844 | $ | 1,723 | $ | 10,896 | $ | 5,417 |
September 30, 2016 | |||||
Unrecognized Compensation Cost | Weighted Average Remaining Period to be Recognized (Yrs) | ||||
Stock options | $ | 4,127 | 2.5 | ||
Restricted stock (including performance awards) | 21,432 | 2.4 | |||
Total | $ | 25,559 | 2.4 |
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Stock options granted | 3,000 | 33,750 | 158,958 | 284,117 | |||||||||||
Fair value of stock options granted | $ | 30 | $ | 349 | $ | 971 | $ | 2,425 | |||||||
Restricted stock granted (including performance awards) | 100,059 | 68,970 | 629,362 | 431,279 | |||||||||||
Fair value of restricted stock granted | $ | 1,846 | $ | 1,616 | $ | 9,170 | $ | 7,770 |
Balance, December 31, 2015 | Charges and Adjustments | Payments | Balance, September 30, 2016 | ||||||||||||
Employee Termination Benefits | $ | 1,903 | $ | 870 | $ | (2,728 | ) | $ | 45 | ||||||
Contract Terminations: | |||||||||||||||
Lease terminations | 3,035 | — | (838 | ) | 2,197 | ||||||||||
Other contract terminations | 1,895 | (102 | ) | (586 | ) | 1,207 | |||||||||
$ | 6,833 | $ | 768 | $ | (4,152 | ) | $ | 3,449 |
• | Executive Summary - a general description of our business and key highlights of the three and nine months ended September 30, 2016. |
• | Recent Developments Affecting Our Results - a discussion of recent developments that may impact our business in the future. |
• | Critical Accounting Policies and Estimates - a discussion of critical accounting policies requiring critical judgments and estimates. |
• | Results of Operations - an analysis of our results of operations in our condensed consolidated financial statements. |
• | Liquidity and Capital Resources - an analysis of cash flows, sources and uses of cash, commitments and contingencies, and quantitative and qualitative disclosures about market risk. |
• | EtherCloud Services. We provide Layer 2 (Ethernet) and Layer 3 (MPLS) solutions to meet the growing needs of multinational enterprises, carriers, service providers and content delivery networks regardless of location. We design and implement custom private, public and hybrid cloud network solutions for our customers, offering bandwidth speeds from 10 Mbps to 100 Gbps per port with burstable and aggregate bandwidth capabilities. All services are available on a protected basis with the ability to specify pre-configured alternate routes to minimize the impact of any network disruption. |
• | Internet Services. We offer domestic and multinational customers scalable, high-bandwidth global Internet connectivity and IP transit with guaranteed availability and packet delivery. Our Internet services offer flexible connectivity with multiple port interfaces including Fast Ethernet, Gigabit Ethernet, 10 Gigabit Ethernet and 100 Gigabit Ethernet. We also offer broadband and wireless access services. We support a dual stack of IPv4 and IPv6 protocols, enabling the delivery of seamless IPv6 services alongside existing IPv4 services. |
• | Managed Services. We offer fully managed network services, including managed equipment, managed security services and managed secure access, enabling customers to focus on their core business. These end-to-end services cover the design, procurement, implementation, monitoring and maintenance of a customer’s network. |
• | Voice and Unified Communication Services. Our SIP Trunking service is an enterprise-built unified communications offering that integrates voice, video and chat onto a single IP connection, driving efficiency and productivity organization-wide. Our Enterprise PBX service allows clients to eliminate traditional voice infrastructure with communication services delivered through the cloud. The offering includes fully hosted and hybrid models for maximum flexibility. |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
(Amounts in thousands, except share and per share data) | 2016 | 2015 | 2016 | 2015 | |||||||||||
Adjusted EBITDA | |||||||||||||||
Net income (loss) | $ | 5,127 | $ | 1,762 | $ | 6,114 | $ | (8,284 | ) | ||||||
Provision for (benefit from) income taxes | (89 | ) | (99 | ) | 320 | (124 | ) | ||||||||
Interest and other expense, net | 7,197 | 3,786 | 22,162 | 9,627 | |||||||||||
Loss on debt extinguishment | — | — | 1,632 | 1,056 | |||||||||||
Depreciation and amortization | 14,880 | 12,631 | 46,139 | 32,472 | |||||||||||
Severance, restructuring and other exit costs | (625 | ) | — | 870 | 7,747 | ||||||||||
Transaction and integration costs | 801 | 1,044 | 3,124 | 3,595 | |||||||||||
Share-based compensation | 4,844 | 1,723 | 10,896 | 5,417 | |||||||||||
Adjusted EBITDA | 32,135 | 20,847 | 91,257 | 51,506 | |||||||||||
Purchases of property and equipment | (5,525 | ) | (3,532 | ) | (17,813 | ) | (9,842 | ) | |||||||
Adjusted EBITDA less capital expenditures | $ | 26,610 | $ | 17,315 | $ | 73,444 | $ | 41,664 |
Three Months Ended September 30, | |||||||||||||
2016 | 2015 | $ Variance | % | ||||||||||
Revenue: | |||||||||||||
Telecommunications services | $ | 131,851 | $ | 96,996 | $ | 34,855 | 35.9 | % | |||||
Operating expenses: | |||||||||||||
Cost of telecommunications services | 68,184 | 53,363 | 14,821 | 27.8 | % | ||||||||
Selling, general and administrative expenses | 37,177 | 25,553 | 11,624 | 45.5 | % | ||||||||
Severance, restructuring and other exit costs | (625 | ) | — | (625 | ) | * | |||||||
Depreciation and amortization | 14,880 | 12,631 | 2,249 | 17.8 | % | ||||||||
Total operating expenses | 119,616 | 91,547 | 28,069 | 30.7 | % | ||||||||
Operating income | 12,235 | 5,449 | 6,786 | 124.5 | % | ||||||||
Other expense: | |||||||||||||
Interest expense, net | (7,123 | ) | (3,080 | ) | (4,043 | ) | 131.3 | % | |||||
Other expense, net | (74 | ) | (706 | ) | 632 | (89.5 | )% | ||||||
Total other expense | (7,197 | ) | (3,786 | ) | (3,411 | ) | 90.1 | % | |||||
Income (loss) before income taxes | 5,038 | 1,663 | 3,375 | 202.9 | % | ||||||||
(Benefit from) provision for income taxes | (89 | ) | (99 | ) | 10 | (10.1 | )% | ||||||
Net income (loss) | $ | 5,127 | $ | 1,762 | $ | 3,365 | 191.0 | % | |||||
* - Not meaningful |
Nine Months Ended September 30, | |||||||||||||
2016 | 2015 | $ Variance | % | ||||||||||
Revenue: | |||||||||||||
Telecommunications services | $ | 385,201 | $ | 254,425 | $ | 130,776 | 51.4 | % | |||||
Operating expenses: | |||||||||||||
Cost of telecommunications services | 202,653 | 142,521 | 60,132 | 42.2 | % | ||||||||
Selling, general and administrative expenses | 105,311 | 69,410 | 35,901 | 51.7 | % | ||||||||
Severance, restructuring and other exit costs | 870 | 7,747 | (6,877 | ) | * | ||||||||
Depreciation and amortization | 46,139 | 32,472 | 13,667 | 42.1 | % | ||||||||
Total operating expenses | 354,973 | 252,150 | 102,823 | 40.8 | % | ||||||||
Operating income | 30,228 | 2,275 | 27,953 | 1,228.7 | % | ||||||||
Other expense: | |||||||||||||
Interest expense, net | (21,620 | ) | (7,829 | ) | (13,791 | ) | 176.2 | % | |||||
Loss on debt extinguishment | (1,632 | ) | (1,056 | ) | (576 | ) | 54.5 | % | |||||
Other expense, net | (542 | ) | (1,798 | ) | 1,256 | (69.9 | )% | ||||||
Total other expense | (23,794 | ) | (10,683 | ) | (13,111 | ) | 122.7 | % | |||||
Income (loss) before income taxes | 6,434 | (8,408 | ) | 14,842 | (176.5 | )% | |||||||
Provision for (benefit from) income taxes | 320 | (124 | ) | 444 | (358.1 | )% | |||||||
Net income (loss) | $ | 6,114 | $ | (8,284 | ) | $ | 14,398 | (173.8 | )% | ||||
* - Not meaningful |
Consolidated Statements of Cash Flows Data | Nine Months Ended September 30, | ||||||
2016 | 2015 | ||||||
Net cash provided by operating activities | $ | 32,767 | $ | 19,883 | |||
Net cash used in investing activities | (37,959 | ) | (141,239 | ) | |||
Net cash provided by financing activities | 7,871 | 90,590 |
Exhibit | |
Number | Description of Document |
31.1* | Certification of Chief Executive Officer of the Registrant, pursuant to Rules 13a-14(a) of the Securities Exchange Act of 1934. |
31.2* | Certification of Chief Financial Officer of the Registrant, pursuant to Rules 13a-14(a) of the Securities Exchange Act of 1934. |
32.1* | Certification of Chief Executive Officer of the Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2* | Certification of Chief Financial Officer of the Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
99.1 | GTT Communications, Inc. 2016 Employee Stock Purchase Plan (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed March 30, 2016, and incorporated herein by reference). |
101* | The following financial statements and footnotes from GTT Communications, Inc.’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets (unaudited); (ii) Condensed Consolidated Statements of Operations (unaudited); (iii) Condensed Consolidated Statements of Comprehensive Income (Loss); (iv) Condensed Consolidated Statement of Stockholders' Equity (unaudited); (v) Condensed Consolidated Statements of Cash Flows (unaudited); and (v) Notes to Condensed Consolidated Financial Statements. |
* | Filed herewith |
GTT Communications, Inc. | |||
By: | /s/ Richard D. Calder, Jr. | ||
Richard D. Calder, Jr. | |||
President, Chief Executive Officer and | |||
Director (Principal Executive Officer) | |||
By: | /s/ Michael T. Sicoli | ||
Michael T. Sicoli | |||
Chief Financial Officer | |||
(Principal Financial Officer) | |||
By: | /s/ Daniel M. Fraser | ||
Daniel M. Fraser | |||
Vice President and Controller | |||
Date: | November 9, 2016 | (Principal Accounting Officer) | |
Date: | November 9, 2016 | /s/ Richard D. Calder, Jr. |
Richard D. Calder, Jr. | ||
President, Chief Executive Officer and Director |
Date: | November 9, 2016 | /s/ Michael T. Sicoli |
Michael T. Sicoli | ||
Chief Financial Officer |
Date: | November 9, 2016 | /s/ Richard D. Calder, Jr. |
Richard D. Calder, Jr. | ||
President, Chief Executive Officer and Director |
Date: | November 9, 2016 | /s/ Michael T. Sicoli |
Michael T. Sicoli | ||
Chief Financial Officer |
Document and Entity Information - shares |
9 Months Ended | |
---|---|---|
Sep. 30, 2016 |
Nov. 09, 2016 |
|
Document and Entity Information [Abstract] | ||
Entity Registrant Name | GTT Communications, Inc. | |
Entity Central Index Key | 0001315255 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | gtt | |
Entity Common Stock, Shares Outstanding (in shares) | 37,198,778 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2016 |
Condensed Consolidated Balance Sheets [Parenthetical] - USD ($) $ in Thousands |
Sep. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable, current (in dollars) | $ 4,242 | $ 1,015 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 80,000,000 | 80,000,000 |
Common stock, shares, issued (in shares) | 37,226,966 | 36,533,634 |
Common stock, shares, outstanding (in shares) | 37,226,966 | 36,533,634 |
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
Sep. 30, 2016 |
Sep. 30, 2015 |
|
Revenue: | ||||
Telecommunications services | $ 131,851 | $ 96,996 | $ 385,201 | $ 254,425 |
Operating expenses: | ||||
Cost of telecommunications services | 68,184 | 53,363 | 202,653 | 142,521 |
Selling, general and administrative expenses | 37,177 | 25,553 | 105,311 | 69,410 |
Severance, restructuring and other exit costs | (625) | 0 | 870 | 7,747 |
Depreciation and amortization | 14,880 | 12,631 | 46,139 | 32,472 |
Total operating expenses | 119,616 | 91,547 | 354,973 | 252,150 |
Operating income | 12,235 | 5,449 | 30,228 | 2,275 |
Other expense: | ||||
Interest expense, net | (7,123) | (3,080) | (21,620) | (7,829) |
Loss on debt extinguishment | 0 | 0 | (1,632) | (1,056) |
Other expense, net | (74) | (706) | (542) | (1,798) |
Total other expense | (7,197) | (3,786) | (23,794) | (10,683) |
Income (loss) before income taxes | 5,038 | 1,663 | 6,434 | (8,408) |
(Benefit from) provision for income taxes | (89) | (99) | 320 | (124) |
Net income (loss) | $ 5,127 | $ 1,762 | $ 6,114 | $ (8,284) |
Earnings (loss) per share: | ||||
Basic (in dollars per share) | $ 0.14 | $ 0.05 | $ 0.17 | $ (0.24) |
Diluted (in dollars per share) | $ 0.14 | $ 0.05 | $ 0.16 | $ (0.24) |
Weighted average shares: | ||||
Basic (in shares) | 37,152,063 | 34,981,104 | 36,998,607 | 34,603,144 |
Diluted (in shares) | 37,785,921 | 35,888,525 | 37,481,414 | 34,603,144 |
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
Sep. 30, 2016 |
Sep. 30, 2015 |
|
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 5,127 | $ 1,762 | $ 6,114 | $ (8,284) |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustment | (215) | (212) | (2,126) | (1,182) |
Comprehensive income (loss) | $ 4,912 | $ 1,550 | $ 3,988 | $ (9,466) |
ORGANIZATION AND BUSINESS |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
ORGANIZATION AND BUSINESS | ORGANIZATION AND BUSINESS Organization and Business GTT Communications, Inc. (“GTT” or the "Company") is a provider of cloud networking services. The Company offers multinational clients a broad portfolio of global communications services including: EtherCloud® wide area network services; Internet services; managed network and security services; and voice and unified communication services. GTT's global Tier 1 IP network delivers connectivity to clients around the world. The Company provides services to leading multinational enterprises, carriers and government customers. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") and should be read in conjunction with the Company’s audited financial statements and footnotes thereto for the fiscal year ended December 31, 2015, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed on March 9, 2016. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been omitted pursuant to such rules and regulations. The condensed consolidated financial statements reflect all adjustments (consisting primarily of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s consolidated financial position and its results of operations. The operating results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for the full fiscal year 2016 or for any other interim period. The December 31, 2015 consolidated balance sheet is condensed from the audited financial statements as of that date, but does not include all disclosures required by GAAP. Use of Estimates and Assumptions The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect certain 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 revenue and expenses during the reporting period. Significant estimates are used when establishing allowances for doubtful accounts and accruals for billing disputes, determining useful lives for depreciation and amortization and accruals for exit activities, assessing the need for impairment charges (including those related to intangible assets and goodwill), determining the fair values of assets acquired and liabilities assumed in business combinations, accounting for income taxes and related valuation allowances against deferred tax assets and estimating the grant date fair values used to compute the share-based compensation expense. Management evaluates these estimates and judgments on an ongoing basis and makes estimates based on historical experience, current conditions, and various other assumptions that are believed to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities as well as identifying and assessing the accounting treatment with respect to commitments and contingencies. Actual results may differ from these estimates under different assumptions or conditions. Segment Reporting The Company reports operating results and financial data in one operating and reporting segment. The chief operating decision maker manages the Company as a single profit center in order to promote collaboration, provide comprehensive service offerings across its entire customer base, and provide incentives to employees based on the success of the organization as a whole. Although certain information regarding selected products or services are discussed for purposes of promoting an understanding of the Company's complex business, the chief operating decision maker manages the Company and allocates resources at the consolidated level. Revenue Recognition The Company delivers four primary services to its customers — flexible Ethernet-based wide area connectivity services; high bandwidth internet connectivity services; managed network services and security services; and global communication and collaboration services. Certain of its revenue activities have features that may be considered multiple elements, specifically when the Company sells its subscription services in addition to customer premise equipment ("CPE"). The Company believes that there is sufficient evidence to determine each element’s fair value and, as a result, in those arrangements where there are multiple elements, the subscription revenue is recorded ratably over the term of the agreement and the equipment is accounted for as a sale, at the time of sale. The Company's services are provided under contracts that typically include an installation charge along with payments of recurring charges on a monthly basis for use of the services over a committed term. Its contracts with customers specify the terms and conditions for providing such services, including installation date, recurring and non-recurring fees, payment terms, and contract length. These contracts call for the Company to provide the service in question (e.g., data transmission between point A and point Z), to manage the activation process, and to provide ongoing support (in the form of service maintenance and trouble-shooting) during the service term. The contracts do not typically provide the customer any rights to use specifically identifiable assets. Furthermore, the contracts generally provide the Company with discretion to engineer (or re-engineer) a particular network solution to satisfy each customer’s data transmission requirement, and typically prohibit physical access by the customer to the network infrastructure used by the Company and its suppliers to deliver the services. The Company recognizes revenue as follows: Monthly Recurring Revenue. Monthly recurring revenue represents the substantial majority of the Company's revenue, and consists of fees charged for ongoing services that are generally fixed in price and billed on a recurring monthly basis over the specified term of the commitment. At the end of the term, most contracts provide for a continuation of services on the same terms, either for a specified renewal period (e.g., one year) or on a month-to-month basis. The Company records recurring revenue based on the fees agreed to in each contract, as long as the contract is in effect, and as long as collectability is reasonably assured. Burst Revenue. Burst revenue represents variable charges for certain services, based on specific usage of those services, or usage above a fixed threshold, billed monthly in arrears. The Company records burst revenue based on actual usage charges billed using the rates and/or thresholds specified in each contract, as long as collectability is reasonably assured. Non-recurring Revenue. Non-recurring revenue consists of charges for installation in connection with the delivery of recurring communications services, late payments, cancellation fees, early termination fees, and equipment sales. Fees billed for installation services are initially recorded as deferred revenue then recognized ratably over the contractual term of the recurring service. Fees charged for late payments, cancellation (pre-installation) or early termination (post-installation) are typically fixed or determinable per the terms of the respective contract, and are recognized as revenue when billed if collectability is reasonably assured. In addition, from time to time the Company sells communications and/or networking equipment to its customers in connection with its data networking services. The Company recognizes revenue from the sale of equipment at the contracted selling price when title to the equipment passes to the customer (generally F.O.B. origin) and when collectability is reasonably assured. Universal Service Fund (USF), Gross Receipts Taxes and Other Surcharges The Company is liable in certain cases for collecting regulatory fees and/or certain sales taxes from its customers and remitting the fees and taxes to the applicable governing authorities. Where the Company collects on behalf of a regulatory agency, the Company does not record any revenue. The Company records applicable taxes on a net basis. Cost of Telecommunications Services Cost of telecommunications services includes direct costs incurred in accessing other telecommunications providers’ networks in order to provide telecommunication services to the Company's customers, and expenses for connection to other carriers. The cost of the Company's core network is usually renewed on an annual basis. Connectivity from the Company's core network to a customer premise is typically contracted using matching terms to the customer. Cost of telecommunications services also includes co-location charges, usage-based access charges and professional services fees incurred pursuant to a customer's service contract. Share-Based Compensation The Company recognizes share-based compensation expense for share-based payment awards based on the grant date fair value. The fair value of stock options is determined on the date of grant using the Black-Scholes option-pricing model. The expense is recognized on a straight-line basis over the requisite service period. Share-based compensation expense also includes restricted stock grants for performance awards. The Company recognizes share-based compensation expense for these grants when the achievement of the performance criteria is considered probable. Income Taxes Income taxes are accounted for under the asset and liability method pursuant to GAAP. Under this method, deferred tax assets and liabilities are recognized for the expected future results attributable to the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period of the change. Further, deferred tax assets are recognized for the expected realization of available net operating loss and tax credit carryforwards. A valuation allowance is recorded on gross deferred tax assets when it is “more likely than not” that such asset will not be realized. When evaluating the realizability of deferred tax assets, all evidence, both positive and negative is evaluated. Items considered in this analysis include the ability to carry back losses, the reversal of temporary differences, tax planning strategies, and expectations of future earnings. The Company reviews its deferred tax assets on a quarterly basis to determine if a valuation allowance is required based upon these factors. Changes in the Company's assessment of the need for a valuation allowance could give rise to a change in such allowance, potentially resulting in additional expense or benefit in the period of change. The Company's income tax provision includes U.S. federal, state, local and foreign income taxes and is based on pre-tax income or loss. In determining the annual effective income tax rate, the Company analyzes various factors, including its annual earnings and taxing jurisdictions in which the earnings were generated, the impact of state and local income taxes and its ability to use tax credits and net operating loss carryforwards. Under GAAP for income taxes, the amount of tax benefit to be recognized is the amount of benefit that is “more likely than not” to be sustained upon examination. The Company analyzes its tax filing positions in all of the U.S. federal, state, local and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, the Company determines that uncertainties in tax positions exist, a liability is established in the consolidated financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax positions in the provision for income taxes. Comprehensive Income (Loss) In addition to net income (loss), comprehensive loss includes certain charges or credits to equity occurring other than as a result of transactions with stockholders. For the Company, this consists of foreign currency translation adjustments. Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing net income or (loss) available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share reflect, in periods with earnings and in which they have a dilutive effect, the effect of common shares issuable upon exercise of stock options. The table below details the calculations of earnings (loss) per share (in thousands, except for share and per share amounts):
The anti-dilutive common share items that were excluded in the computation of earnings per share were approximately 4,000 shares as of September 30, 2016. There were approximately 5,000 anti-dilutive common shares as of September 30, 2015. Cash and Cash Equivalents Cash and cash equivalents may include deposits with financial institutions as well as short-term money market instruments, certificates of deposit and debt instruments with maturities of three months or less when purchased. Accounts Receivable, Net Accounts receivable balances are stated at amounts due from the customer net of an allowance for doubtful accounts. Credit extended is based on an evaluation of the customer’s financial condition and is granted to qualified customers on an unsecured basis. The Company, pursuant to its standard service contracts, is entitled to impose a monthly finance charge with respect to amounts that are past due. The Company’s standard terms require payment within 30 days of the date of the invoice. The Company treats invoices as past due when they remain unpaid, in whole or in part, beyond the payment date set forth in the applicable service contract. The Company determines its allowance for doubtful accounts by considering a number of factors, including the length of time trade receivables are past due, the customer’s payment history, current ability to pay its obligation, and the condition of the general economy and the industry as a whole. Specific reserves are also established on a case-by-case basis by management. Actual bad debts, when determined, reduce the allowance. The Company periodically evaluates the collectability of accounts receivable and writes off accounts after a determination is made that the amounts at issue are no longer likely to be collected, following the exercise of reasonable collection efforts. Deferred Costs Installation costs related to provisioning of recurring communications services that the Company incurs from independent third party suppliers, directly attributable and necessary to fulfill a particular service contract, and which would not have been incurred but for the occurrence of that service contract, are recorded as deferred costs and expensed ratably over the contractual term of service in the same manner as the deferred revenue arising from that contract. Based on historical experience, the Company believes the initial contractual term is the best estimate for the period of earnings. If any installation costs exceed the amount of corresponding deferred revenue, the excess cost is recognized in the current period. Property and Equipment Property and equipment is stated at cost, net of accumulated depreciation, computed using the straight-line method. Depreciation on these assets is computed over the estimated useful lives of the assets. Assets and liabilities under capital leases are recorded at the lesser of the present value of the aggregate future minimum lease payments or the fair value of the assets under lease. Leasehold improvements and assets under capital leases are amortized over the shorter of the term of the lease, excluding optional extensions, or the useful life. Depreciable lives used by the Company for its classes of assets are as follows:
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, the asset is considered to be impaired. Impairment losses are measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell or dispose. Software Capitalization Software development costs include costs to develop software programs to be used solely to meet the Company's internal needs. The Company capitalizes development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the function intended. The Company capitalized approximately $0.4 million and $1.2 million for developing such software applications during the three and nine months ended September 30, 2016. The capitalized costs were not material in 2015. Goodwill and Intangible Assets The Company records as goodwill, the excess of purchase price over the fair value of the identifiable net assets acquired. The goodwill is assessed for impairment on at least an annual basis on October 1 unless interim indicators of impairment exist. Goodwill is considered to be impaired when the net book value of a reporting unit exceeds its estimated fair value. The Company operates as a single operating segment and as a single reporting unit for the purpose of evaluating goodwill. Accounting guidance prescribes a two-step process for impairment testing of goodwill and intangibles with indefinite lives. The guidance also allows preparers to qualitatively assess goodwill impairment through a screening process, referred to as "Step 0", which would permit companies to forgo Step 1 of their annual goodwill impairment process. The Company has elected to perform Step 0 for its annual impairment assessment of goodwill on October 1, 2016. The Step 0 analysis focused on a number of events and circumstances that may be considered when making this qualitative assessment. Upon careful consideration of these events and circumstances the Company concluded that its fair value (primarily based on market capitalization) of the reporting unit was greater than the carrying amount. During the nine months ended September 30, 2016 and during 2015, the Company did not record any goodwill impairment. The Company's definite-lived intangible assets are acquired in business combinations and recorded at their fair value. The Company reviews its recorded definite-lived intangible assets for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be fully recoverable. If the total of the expected undiscounted future cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between fair value and the carrying value of the asset. The Company's definite-lived intangible assets, consisting of customer relationships, restrictive covenants related to employment agreements, license fees, and intellectual property are amortized on a straight-line basis, over their estimated useful lives of periods up to seven years. FCC Licenses are accounted for as a definite-lived intangible asset and amortized over the average remaining useful life of such licenses which approximates three years. Intellectual property consisting of know-how related to the SIP trunking platform is amortized over the estimated useful life of ten years. The Company's indefinite-lived intangible asset consists of a trade name that is not amortized, but is tested on at least an annual basis as of October 1 unless interim indicators of impairment exist. As of October 1, 2016, the Company performed its annual impairment test of the trade name, using the royalty relief method for valuation, and concluded that the fair value of the trade name was greater than the carrying amount. However, due to the re-branding of certain network operations associated to the acquired trade name, the Company concluded that the trade name should be deemed a definite-lived intangible asset with an estimated useful life of three years, to be amortized prospectively as of October 1, 2016. Business Combinations The Company includes the results of operations of the businesses that it acquires commencing on the respective dates of acquisition. The Company allocates the fair value of the purchase price of its acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. Accrued Supplier Expenses The Company accrues estimated charges owed to its suppliers for services. The Company bases this accrual on the supplier contract, the individual service order executed with the supplier for that service, and the length of time the service has been active. Disputed Supplier Expenses It is common in the telecommunications industry for customers and suppliers to engage in disputes over amounts billed (or not billed) in error or over interpretation of contract terms. Management estimates a liability for the amounts the Company believes are valid and that the Company owes to a supplier. This liability is reconciled with actual results as disputes are resolved, or as the appropriate statute of limitations with respect to a given dispute expires. As of September 30, 2016, the Company had open disputes, not accrued for, of $8.3 million. As of December 31, 2015, the Company had open disputes, not accrued for, of $6.9 million. Acquisition Earn-outs and Holdbacks Acquisition earn-outs and holdbacks represent either contingent consideration subject to re-measurement to fair value, or fixed deferred consideration due to be paid out typically on the one-year anniversary of an acquisition's closing. Contingent consideration is remeasured to fair value at each reporting period. The portion of the deferred consideration due within one year is recorded as a current liability until paid, and any consideration due beyond one year is recorded in other long-term liabilities. Debt Issuance Costs Debt issuance costs represent costs that qualify for deferral associated with the issuance of new debt or the modification of existing debt facilities. The unamortized balance of debt issuance costs is presented as a reduction to the carrying value of long-term debt. Debt issuance costs are amortized and recognized on the condensed consolidated statements of operations as interest expense. The unamortized debt issuance costs were $9.2 million and $10.9 million as of September 30, 2016 and December 31, 2015, respectively. Original Issue Discount Original issue discount ("OID") is the difference between the face value of debt and the amount of principle received when the loan was originated. When the debt reaches maturity, the face value of the debt is payable. The Company recognizes OID by accretion of the discount as interest expense over the term of the debt. For periods ended September 30, 2016 and December 31, 2015, the unamortized portion of the OID was $7.2 million and $7.8 million, respectively. Translation of Foreign Currencies For operations of subsidiaries located outside the U.S., the local currency is the functional currency for financial reporting purposes. These consolidated financial statements have been reported in U.S. Dollars by translating asset and liability amounts of foreign subsidiaries at the closing currency exchange rate, equity amounts at historical rates, and the results of operations and cash flow at the average currency exchange rate prevailing during the periods reported. The net effect of such translation gains and losses are reflected in accumulated other comprehensive loss in the stockholders' equity section of the condensed consolidated balance sheets. Transactions denominated in foreign currencies other than a subsidiary's functional currency are recorded at the rates of exchange prevailing at the time of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange prevailing at the balance sheet date. Exchange differences arising upon settlement of a transaction are reported in the condensed consolidated statements of operations in other expense, net. Fair Value Measurements Accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Under this guidance, the Company is required to classify certain assets and liabilities based on the following hierarchy: Level 1: Quoted prices for identical assets or liabilities in active markets that can be assessed at the measurement date. Level 2: Inputs other than quoted prices included in level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3: Inputs reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instruments valuation. The guidance requires the use of observable market data if such data is available without undue cost and effort. As of September 30, 2016 and December 31, 2015, the carrying amounts reflected in the accompanying condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable, and other liabilities approximated fair value due to the short-term nature of these instruments. The carrying value of the Company's long-term debt, net of unamortized debt issuance costs and unamortized original issuance discount was $416.5 million and $386.2 million, as of September 30, 2016 and December 31, 2015, respectively. Based on trading activity of the Company's specific debt, the fair value of the Company's long-term debt as of September 30, 2016 and December 31, 2015 was estimated to approximate its carrying value. The Company's fair value estimates of the long-term debt were based on level 2 inputs; quoted prices for similar instruments in active markets. The Company recorded an earn-out for an acquisition consummated in 2014 at fair value. The earn-out was fully settled in the second quarter of 2016 at the fair value as of December 31, 2015. The fair value of the earn-out was $0.5 million as of December 31, 2015, which was estimated to be the same as its carrying value, based on level 3 inputs. Assets measured at fair value on a non-recurring basis include goodwill, tangible assets, and intangible assets. Such assets are reviewed quarterly for impairment indicators. If a triggering event has occurred, the assets are re-measured when the estimated fair value of the corresponding asset group is less than the carrying value. The fair value measurements, in such instances, are based on significant unobservable inputs (level 3). Concentrations of Credit Risk Financial instruments potentially subject to concentration of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. At times during the periods presented, the Company had funds in excess of $250,000 insured by the U.S. Federal Deposit Insurance Corporation, or in excess of similar Deposit Insurance programs outside of the United States, on deposit at various financial institutions. Management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. The Company's trade accounts receivable are generally unsecured and geographically dispersed. No single customer's trade accounts receivable balance as of September 30, 2016 and December 31, 2015 exceeded 10% of the Company's consolidated accounts receivable, net. No single customer accounted for more than 10% of revenue for the nine months ended September 30, 2016 and 2015. Related Party Transactions From time to time and in the ordinary course of business, the Company engages in contracts with various vendors for certain networking services and equipment, to support the Company's broad range of communication services it provides to its clients. Several members of the Company's Board of Directors have relationships with these vendors that meet the definition of a related party transaction, as described in the SEC, Item 404 of Regulation S-K. The majority of these contracts were in place before the Board member joined the Company's Board of Directors, or the contracts were assumed as part of the Company's business acquisitions. The related party relationships and the contractual obligations paid and received by the Company for the nine months ended September 30, 2016 have not materially changed from fiscal 2015, as disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2015. As a matter of corporate governance policy and practice, related party transactions are presented and considered by the Audit Committee of the Company's Board of Directors in accordance with the Company's Code of Business Conduct and Ethics, Conflict of Interest Policy. Newly Adopted Accounting Principles For information regarding newly adopted accounting principles, please refer to the "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and Note 2 to our consolidated financial statements contained therein. The Company has not adopted any new accounting principles for the third quarter of 2016. Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which amends the existing accounting standards for revenue recognition. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 by one year. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. As such, the updated standard will be effective in the first quarter of 2018, with the option to adopt it in the first quarter of 2017. The Company is still evaluating the effect that the updated standard will have on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases, which will require most leases (with the exception of leases with terms of less than one year) to be recognized on the balance sheet as an asset and a lease liability. Leases will be classified as an operating lease or a financing lease. Operating leases are expensed using the straight-line method whereas financing leases will be treated similarly to a capital lease under the current standard. The new standard will be effective for annual and interim periods, within those fiscal years, beginning after December 15, 2018 but early adoption is permitted. The new standard must be presented using the modified retrospective method beginning with the earliest comparative period presented. The Company is currently evaluating the effect of the new standard on its consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which was issued as part of the FASB’s simplification initiative and cover such areas as (i) the recognition of excess tax benefits and deficiencies and the classification of those excess tax benefits on the statement of cash flows, (ii) an accounting policy election for forfeitures to be estimated or account for when incurred, (iii) the amount an employer can withhold to cover income taxes and still qualify for equity classification; and (iv) the classification of those taxes paid on the statement of cash flows. This update is effective for annual and interim periods beginning after December 15, 2016, which will require the Company to adopt these provisions in the first quarter of fiscal 2017. This guidance will be applied either prospectively, retrospectively or using a modified retrospective transition method, depending on the area covered in this update. Early adoption is permitted. The Company is still evaluating the effect of the new standard on its consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments, which is intended to reduce diversity in practice of how certain transactions are classified and presented in the statement of cash flows in accordance with ASC 230. The ASU amends or clarifies guidance on eight specific cash flow issues, some of which include classification on debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, and separately identifiable cash flows and application of the predominance principle. The standard is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal periods. Early adoption is permitted, provided that all of the amendments are adopted in the same period. The guidance requires application using a retrospective transition method. The Company is currently evaluating the effect of the new standard on its consolidated financial statements and related disclosures. Other recent accounting pronouncements issued by the FASB during fiscal 2015 and through the period ended September 30, 2016 are not believed by management to have a material impact on the Company's present or historical consolidated financial statements. |
BUSINESS ACQUISITIONS |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BUSINESS ACQUISITIONS | BUSINESS ACQUISITIONS Since its formation, the Company has consummated a number of transactions accounted for as business combinations. The acquisitions were executed as part of the Company’s business strategy of expanding through acquisitions. The acquisitions of these businesses have allowed the Company to increase the scale at which it operates, which in turn affords the Company the ability to increase its operating leverage, extend its network, and broaden its customer base. The accompanying condensed consolidated financial statements include the operations of the acquired entities from their respective acquisition dates. All of the acquisitions have been accounted for as a business combination. Accordingly, consideration paid by the Company to complete the acquisitions is initially allocated to the respective assets and liabilities based upon their estimated fair values as of the date of completion of the acquisition. The recorded amounts for acquired assets and liabilities assumed are provisional and subject to change during the measurement period, which is 12 months from the date of acquisition. On February 4, 2016, the Company completed the acquisition of Telnes Broadband ("Telnes"), an internet and managed services provider. The Company paid $18.2 million, composed of approximately $15.5 million in cash and $2.7 million in the Company's common stock, valued at the variable weighted average market price per share. Approximately $1.8 million of the cash consideration is deferred for one year to cover undisclosed liabilities or other indemnification claims per the purchase agreement. For the purpose of purchase price allocation, the Company's common stock was valued at $2.0 million due to the lack of marketability. Therefore, the purchase consideration for accounting purposes was valued at $17.5 million. The purchase price allocation has been finalized as of September 30, 2016. On April 1, 2015, the Company acquired MegaPath Corporation ("MegaPath"). During the three months ended June 30, 2016, the Company and MegaPath settled a dispute related to the closing date net working capital balance, as defined in the purchase agreement. The settlement resulted in the Company paying an additional $4.1 million to the sellers in July 2016. The Company has recorded the $4.1 million as additional goodwill as of June 30, 2016. For material acquisitions completed during fiscal 2015, 2014, and 2013, please refer to the Note 3 to the consolidated financial statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015. Acquisition Method Accounting Estimates The Company initially recognizes the assets and liabilities acquired from the aforementioned acquisitions based on its preliminary estimates of their acquisition date fair values. As additional information becomes known concerning the acquired assets and assumed liabilities, management may make adjustments to the opening balance sheet of the acquired company up to the end of the measurement period, which is no longer than a one year period following the acquisition date. The determination of the fair values of the acquired assets and liabilities assumed (and the related determination of estimated lives of depreciable tangible and identifiable intangible assets) requires significant judgment. Acquisition Related Costs Acquisition related costs describe the broad category of costs the Company incurs in connection with signed and/or closed acquisitions. There are two types of costs that the Company accounts for: •Severance, restructuring and other exit costs •Transaction and integration costs Severance, restructuring and other exit costs are costs the Company incurs related to non-recurring benefits the Company pays to severed employees, termination charges for leases and supplier contracts, and other costs incurred associated with an exit activity. These costs are reported separately in the condensed consolidated statements of operations during the three and nine months ended September 30, 2016. Refer to Note 8 of these Condensed Consolidated Financial Statements for further information on severance, restructuring and other exit costs. Transaction and integration costs include expenses associated with professional services (i.e., legal, accounting, regulatory, etc.) rendered in connection with signed and/or closed acquisitions, travel expense, and other non-recurring direct expenses incurred that are associated with such acquisitions. Transaction and integration costs are expensed as incurred, included in selling, general and administrative expenses, and may be incurred up to six months after the closing date of acquisition in support of the integration. The Company incurred transaction and integration costs of $0.8 million and $3.1 million during the three and nine months ended September 30, 2016 and 2015, respectively. Pro forma Financial Information (Unaudited) The pro forma results presented below include the effects of the Company's acquisition of MegaPath and One Source Networks ("OSN") that closed on October 22, 2015, as if the acquisitions occurred on January 1, 2015. The pro forma net income (loss) for the three and nine months ended September 30, 2016 and 2015, respectively, includes the additional depreciation and amortization resulting from the adjustments to the value of property, plant and equipment and intangible assets resulting from acquisition accounting and adjustment to amortized revenue during first, second, and third quarters of fiscal 2016 and 2015, respectively, as a result of the acquisition date valuation of assumed deferred revenue. The pro forma results also include interest expense associated with debt used to fund the acquisitions. The pro forma results do not include any anticipated synergies or other expected benefits of the acquisitions. The unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisitions been consummated as of January 1, 2015.
|
GOODWILL AND INTANGIBLE ASSETS |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS At the end of the third quarter of 2016, the Company completed its annual goodwill impairment testing on its measurement date of October 1, 2016. The Company performed the Step 0 qualitative analysis and determined that it is more likely than not that the fair value of the reporting unit is greater than its carrying amount; therefore, the first and second steps of the goodwill impairment test were unnecessary since no indicators of impairment exist. In addition, the Company completed its annual impairment test of the indefinite-lived intangible asset consisting of the trade name, using a form of the discounted cash flow model called the royalty relief method for valuation, and have concluded that the fair value of the trade name was greater than the carrying amount. However, due to the re-branding of certain network operations associated to the acquired trade name, the Company concluded that the trade name should be deemed a definite-lived intangible asset with an estimated useful life of three years. Its amortization commenced on October 1, 2016 on a straight-line basis over its estimated useful life. The goodwill balance was $280.6 million and $271.0 million as of September 30, 2016 and December 31, 2015, respectively. Additionally, the Company's intangible asset balance was $177.1 million and $182.2 million as of September 30, 2016 and December 31, 2015, respectively. The additions to both goodwill and intangible assets during the nine months ended September 30, 2016 relate to the asset purchase of customer contracts, the acquisition and purchase price allocation refinement of Telnes and OSN, as well as the asset valuation settlement of MegaPath (see Note 2 - Business Acquisitions). The changes in the carrying amount of goodwill for the period ended September 30, 2016 and December 31, 2015 are as follows (amounts in thousands):
The following table summarizes the Company’s intangible assets as of September 30, 2016 and December 31, 2015 (amounts in thousands):
Amortization expense was $10.1 million and $29.5 million for the three and nine months ended September 30, 2016, respectively. Amortization expense was $6.1 million and $16.4 million for the three and nine months ended September 30, 2015, respectively. Estimated amortization expense related to intangible assets subject to amortization at September 30, 2016 in each of the years subsequent to September 30, 2016 is as follows (amounts in thousands):
|
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payables and Accruals [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES The following table summarizes the Company’s accrued expenses and other current liabilities as of September 30, 2016 and December 31, 2015 (amounts in thousands):
|
DEBT |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
DEBT | DEBT As of September 30, 2016 and December 31, 2015, long-term debt was as follows (amounts in thousands):
October 2015 Credit Agreement On October 22, 2015, the Company entered into a credit agreement (the “October 2015 Credit Agreement”) that provided for a $400.0 million term loan facility and a $50.0 million revolving line of credit (which includes a $15.0 million letter of credit facility and a $10.0 million swingline facility). In addition, the Company may request incremental term loan and/or incremental revolving loan commitments in an aggregate amount not to exceed the sum of $75.0 million and an unlimited amount that is subject to pro forma compliance with certain net secured leverage ratio tests, provided, however, that incremental revolving loan commitments may not exceed $25.0 million. The term loan facility was issued at a discount of $8 million. The applicable rate for term loans was LIBOR plus 5.25% subject to a LIBOR floor of 1.00%. The applicable rate for revolving loans was LIBOR plus 4.75% with no floor. The maturity date of the term loan facility is October 22, 2022 and the maturity date of the revolving line of credit is October 22, 2020. The Company may prepay loans under the October 2015 Credit Agreement at any time, subject to the “soft call” provision noted below, and subject to certain notice requirements and LIBOR breakage costs. On May 3, 2016, the Company entered into an incremental term loan agreement which increased outstanding term loans by $30.0 million, the proceeds of which were used to repay the outstanding revolving loans. On June 28, 2016, the Company entered into Amendment No. 1 (the “Repricing Amendment”) to the October 2015 Credit Agreement. The Repricing Amendment, among other things, reduced the applicable rate for term loans to LIBOR plus 4.75% (subject to a LIBOR floor of 1.00%) and reduced the applicable rate for revolving loans to LIBOR plus 4.25% (with no LIBOR floor). The Repricing Amendment also includes a “soft call” prepayment penalty of 1.0% through December 28, 2016 for certain prepayments, refinancings, and amendments where the primary purpose is to further reduce the applicable rate. The Company accounted for the Repricing Amendment as a modification of debt. $1.6 million of prior deferred debt issuance cost was accelerated and recorded as a Loss on Debt Extinguishment in the condensed consolidated statements of operations, attributable to prior syndicate lenders who reduced or eliminated their positions during the amendment process. The Company also incurred $0.8 million of additional debt issuance cost in connection with the Repricing Amendment, which was recorded as an offset to Long-Term Debt in the condensed consolidated balance sheets. As of September 30, 2016, the Company had outstanding revolving loans of $6.0 million and had $43.5 million of borrowing capacity available under its revolving line of credit. Approximately $0.5 million of the revolving line of credit is currently utilized for outstanding letters of credit relating to the Company’s real estate lease obligations. The effective interest rate on outstanding debt at September 30, 2016 and December 31, 2015 was 5.74% and 6.24%, respectively. The aggregate contractual maturities of long-term debt (excluding unamortized discounts and unamortized debt issuance costs) were as follows at September 30, 2016 (amounts in thousands):
Debt covenants The October 2015 Credit Agreement contains customary financial and operating covenants, including among others a consolidated net secured leverage ratio and covenants restricting the incurrence of debt, imposition of liens, the payment of dividends and entering into affiliate transactions. The October 2015 Credit Agreement also contains customary events of default, including nonpayment of principal or interest, material inaccuracy of representations and failure to comply with covenants. If an event of default occurs and is continuing under the October 2015 Credit Agreement, the entire outstanding balance may become immediately due and payable. In addition, the Company is restricted from permitting the Consolidated Net Secured Leverage Ratio to be greater than the maximum ratio specified below during the period opposite such maximum ratio:
The Company was in compliance with all financial covenants under the October 2015 Credit Agreement as of September 30, 2016. Guarantees The Company's obligations under the October 2015 Credit Agreement are guaranteed by certain of its subsidiaries and secured by substantially all of its tangible and intangible assets. |
SHARE-BASED COMPENSATION |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION Share-Based Compensation Plan The Company grants share-based equity awards, including stock options and restricted stock, pursuant to three plans in effect as of September 30, 2016; the 2006 Plan adopted in October 2006, the 2011 Plan adopted in June 2011, and the 2015 Plan adopted in June 2015 (collectively referred to as the "GTT Stock Plan"). The GTT Stock Plan is limited to an aggregate 9,500,000 shares of which 7,680,310 have been issued and are outstanding as of September 30, 2016. The GTT Stock Plan permits the granting of stock options, restricted stock and performance awards to employees (including employee directors and officers) and consultants of the Company, and non-employee directors of the Company. Options granted under the GTT Stock Plan have an exercise price of at least 100% of the fair market value of the underlying stock on the grant date and expire no later than 10 years from the grant date. The stock options generally vest over four years with 25% of the options becoming exercisable one year from the date of grant and the remaining 75% annually or quarterly over the following three years. Restricted stock granted under the GTT Stock Plan is valued at the closing stock price on the day of grant. Restricted stock generally vests over four years with 25% of the shares becoming unrestricted one year from the date of grant and the remaining 75% annually or quarterly over the following three years. The Company uses the Black-Scholes option-pricing model to determine the fair value of its option awards at the time of grant. The fair value of the restricted stock awards was calculated using the value of GTT common stock on the grant date and is being amortized over the vesting periods in which the restrictions lapse. Performance awards are restricted shares granted under the GTT Stock Plan subject to the achievement of certain performance measures. Once achievement of these performance measures is considered probable, the Company starts to expense the fair value of the grant over the requisite service period. The performance award is valued at the closing stock price on the day of grant. The performance grant will vest annually or quarterly over the requisite service period once achievement of the performance measure has been met and approved by the Compensation Committee. The Compensation Committee of the Board of Directors, as administrator of the Plan, has the discretion to authorize a different vesting schedule for any awards. The following tables summarize the share-based compensation expense recognized as a selling, general and administrative expense in the condensed consolidated statements of operations (amounts in thousands):
1Compensation expense includes $0.6 million and $1.6 million for the three and nine months ended September 30, 2016, respectively, related to the shares issued to the former employees of OSN, which was acquired in 2015, for continued employment. In addition, the expense also includes $0.3 million for the three and nine months ended September 30, 2016 related to the Company's Employee Stock Purchase Plan ("ESPP"). Both topics are discussed in more detail below. No such expense was recorded in 2015 for shares issued to OSN as well as expense related to ESPP. As of September 30, 2016, there was $25.6 million of total unrecognized compensation cost related to unvested share-based compensation agreements. The following table summarizes the unrecognized compensation cost and the weighted average period over which the cost is expected to be amortized (amounts in thousands):
The following tables summarize the stock options and restricted stock granted during the three and nine months ended September 30, 2016 and 2015, respectively (amounts in thousands, except shares data):
Performance Awards In 2014, the Company granted $7.8 million of restricted stock contingent upon the achievement of certain performance criteria (the "2014 Performance Awards"). The fair value of the 2014 Performance Awards was calculated using the value of GTT common stock on the grant date. The Company started recognizing stock-based compensation expense for these grants once the achievement of the performance criteria was considered probable, which was in the third quarter of 2015. The 2014 Performance Awards started vesting in the fourth quarter of 2015 when the performance criteria were met and they will continue to vest ratably over the subsequent two years. As of September 30, 2016, unamortized compensation cost related to the unvested 2014 Performance Awards was $1.8 million. In 2015, the Company granted $17.2 million of restricted stock contingent upon the achievement of certain performance criteria (the "2015 Performance Awards"). The fair value of the 2015 Performance Awards was calculated using the value of GTT common stock on the grant date. As the achievement of the performance criteria is not yet considered probable, the full $17.2 million remains unamortized as of September 30, 2016 and has been excluded from the tables above. Employee Stock Purchase Plan The Company has an Employee Stock Purchase Plan ("ESPP") that permits eligible employees to purchase common stock through payroll deductions at the lessor of the opening stock price or 85% of the closing stock price of the common stock during each of the three-month offering periods. The offering periods generally commence on the first day and the last day of each quarter. At September 30, 2016, 422,721 shares were available for issuance under the ESPP. As of September 30, 2016, the company has recognized $0.3 million of compensation expense related to the ESPP. Shares Issued in Acquisition In conjunction with the acquisition of OSN, the Company issued $3.6 million, or 289,055 unregistered shares, of common stock to the selling shareholders of OSN subject to a continuing employment period of 18 months. The fair value of this issuance was calculated using the value of GTT common stock on the acquisition date less a discount for lack of marketability. The $3.6 million is being expensed over the 18 month service period. As of September 30, 2016, unamortized compensation expense was $1.4 million and will be recognized over the remaining six months. |
INCOME TAXES |
9 Months Ended |
---|---|
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company’s provision for income taxes is determined using an estimate of its annual effective tax rate, adjusted for certain items. The quarterly tax provision and estimate of the Company's annual effective tax rate are subject to volatility due to several factors, including the Company's ability to accurately project its income (loss) before provision for income taxes in multiple jurisdictions and the effects of acquisitions and integrations. For the three months ended September 30, 2016, the Company earned income before taxes of $5.0 million and incurred a tax benefit of $0.1 million, which resulted in an effective tax rate of (1.8)%, as compared to an effective tax rate of 6.0% for the three months ended September 30, 2015. The effective tax rate for the three months ended September 30, 2016 differs from the statutory U.S. federal income tax rate of 35.0% primarily due to changes in the amount of income before income taxes between the U.S. and foreign countries. The change in the current quarter effective tax rate compared to prior year was primarily due to the tax impact of U.S. losses in the prior year that did not produce a tax benefit. For the nine months ended September 30, 2016, the Company earned income before taxes of $6.4 million and incurred tax expense of $0.3 million, which resulted in an effective tax rate of 5.0% as compared to an effective tax rate of 1.5% for the nine months ended September 30, 2015. The effective tax rate for the nine months ended September 30, 2016 differs from the statutory U.S. federal income tax rate of 35.0% primarily due to state tax expense, foreign tax rate differences and a discrete benefit related to foreign provision-to-return adjustments. The change in the current quarter effective tax rate compared to prior year was primarily due to the tax impact of US losses in the prior year that did not produce a tax benefit. Realization of deferred tax assets in any jurisdictions depends on various factors, including the expectation of generating sufficient taxable income in that jurisdiction. Although realization is not assured, management believes it is more-likely-than-not that the results of operations will generate sufficient taxable income to support the realization of existing deferred tax assets in the U.S. The Company maintains a valuation allowance against certain foreign deferred tax assets. |
SEVERANCE, RESTRUCTURING AND OTHER EXIT COSTS |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring and Related Activities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SEVERANCE, RESTRUCTURING AND OTHER EXIT COSTS | SEVERANCE, RESTRUCTURING AND OTHER EXIT COSTS The Company incurred severance, restructuring and other exit costs associated with the acquisitions of MegaPath, OSN and Telnes. These costs include employee severance costs, termination costs associated with facility leases and network agreements, and other exit costs related to the transactions. During the nine months ended September 30, 2016, the Company incurred $1.5 million in charges associated with the acquisition of Telnes offset by $0.1 million in finalization of prior acquisitions. The Company paid $2.7 million in employee termination benefits consisting of $0.8 million, $1.0 million, and $0.9 million related to the acquisitions of MegaPath, OSN, and Telnes, respectively. The Company paid $0.8 million in lease terminations cost consisting of $0.6 million related to the MegaPath acquisition and $0.2 related to the OSN acquisition. Payments made for other contract terminations cost was primarily related to the acquisition of MegaPath for $0.5 million. The Company released an accrual for $0.6 million related to the finalization of the Telnes purchase price allocation during the third quarter of fiscal 2016. The total exit costs recorded and paid relating to the acquisitions mentioned above are summarized as follows for the nine months ended September 30, 2016 (amounts in thousands):
|
COMMITMENTS AND CONTINGENCIES |
9 Months Ended |
---|---|
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES The annual commitments, contractual obligations, and non-cancelable leases as of September 30, 2016 have not materially changed from the year ended December 31, 2015. For details on the Company's commitments and obligations, please refer to Note 13 to the consolidated financial statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015. Legal Proceedings From time to time, the Company is a party to legal proceedings arising in the normal course of its business. As of September 30, 2016, the Company does not believe that it is a party to any current or pending legal action that could reasonably be expected to have a material adverse effect on its financial condition or results of operations and cash flows. |
SUBSEQUENT EVENTS |
9 Months Ended |
---|---|
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On November 8, 2016, the Company executed a Share Purchase Agreement (the “Purchase Agreement”) to acquire 100% of Hibernia NGS Limited, a private company (“Hibernia”). Pursuant to the Purchase Agreement, at closing the Company will pay $515 million in cash plus $75 million in newly issued common stock. The purchase price is subject to a final post-closing reconciliation for closing date cash, working capital, transaction expenses, indebtedness and certain tax payments. The transaction is expected to close by the end of the first quarter of 2017. |
ORGANIZATION AND BUSINESS (Policies) |
9 Months Ended | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2016 | |||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") and should be read in conjunction with the Company’s audited financial statements and footnotes thereto for the fiscal year ended December 31, 2015, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed on March 9, 2016. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been omitted pursuant to such rules and regulations. The condensed consolidated financial statements reflect all adjustments (consisting primarily of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s consolidated financial position and its results of operations. The operating results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for the full fiscal year 2016 or for any other interim period. The December 31, 2015 consolidated balance sheet is condensed from the audited financial statements as of that date, but does not include all disclosures required by GAAP. |
||||||||||||
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect certain 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 revenue and expenses during the reporting period. Significant estimates are used when establishing allowances for doubtful accounts and accruals for billing disputes, determining useful lives for depreciation and amortization and accruals for exit activities, assessing the need for impairment charges (including those related to intangible assets and goodwill), determining the fair values of assets acquired and liabilities assumed in business combinations, accounting for income taxes and related valuation allowances against deferred tax assets and estimating the grant date fair values used to compute the share-based compensation expense. Management evaluates these estimates and judgments on an ongoing basis and makes estimates based on historical experience, current conditions, and various other assumptions that are believed to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities as well as identifying and assessing the accounting treatment with respect to commitments and contingencies. Actual results may differ from these estimates under different assumptions or conditions. |
||||||||||||
Segment Reporting | Segment Reporting The Company reports operating results and financial data in one operating and reporting segment. The chief operating decision maker manages the Company as a single profit center in order to promote collaboration, provide comprehensive service offerings across its entire customer base, and provide incentives to employees based on the success of the organization as a whole. Although certain information regarding selected products or services are discussed for purposes of promoting an understanding of the Company's complex business, the chief operating decision maker manages the Company and allocates resources at the consolidated level. |
||||||||||||
Revenue Recognition | Revenue Recognition The Company delivers four primary services to its customers — flexible Ethernet-based wide area connectivity services; high bandwidth internet connectivity services; managed network services and security services; and global communication and collaboration services. Certain of its revenue activities have features that may be considered multiple elements, specifically when the Company sells its subscription services in addition to customer premise equipment ("CPE"). The Company believes that there is sufficient evidence to determine each element’s fair value and, as a result, in those arrangements where there are multiple elements, the subscription revenue is recorded ratably over the term of the agreement and the equipment is accounted for as a sale, at the time of sale. The Company's services are provided under contracts that typically include an installation charge along with payments of recurring charges on a monthly basis for use of the services over a committed term. Its contracts with customers specify the terms and conditions for providing such services, including installation date, recurring and non-recurring fees, payment terms, and contract length. These contracts call for the Company to provide the service in question (e.g., data transmission between point A and point Z), to manage the activation process, and to provide ongoing support (in the form of service maintenance and trouble-shooting) during the service term. The contracts do not typically provide the customer any rights to use specifically identifiable assets. Furthermore, the contracts generally provide the Company with discretion to engineer (or re-engineer) a particular network solution to satisfy each customer’s data transmission requirement, and typically prohibit physical access by the customer to the network infrastructure used by the Company and its suppliers to deliver the services. The Company recognizes revenue as follows: Monthly Recurring Revenue. Monthly recurring revenue represents the substantial majority of the Company's revenue, and consists of fees charged for ongoing services that are generally fixed in price and billed on a recurring monthly basis over the specified term of the commitment. At the end of the term, most contracts provide for a continuation of services on the same terms, either for a specified renewal period (e.g., one year) or on a month-to-month basis. The Company records recurring revenue based on the fees agreed to in each contract, as long as the contract is in effect, and as long as collectability is reasonably assured. Burst Revenue. Burst revenue represents variable charges for certain services, based on specific usage of those services, or usage above a fixed threshold, billed monthly in arrears. The Company records burst revenue based on actual usage charges billed using the rates and/or thresholds specified in each contract, as long as collectability is reasonably assured. Non-recurring Revenue. Non-recurring revenue consists of charges for installation in connection with the delivery of recurring communications services, late payments, cancellation fees, early termination fees, and equipment sales. Fees billed for installation services are initially recorded as deferred revenue then recognized ratably over the contractual term of the recurring service. Fees charged for late payments, cancellation (pre-installation) or early termination (post-installation) are typically fixed or determinable per the terms of the respective contract, and are recognized as revenue when billed if collectability is reasonably assured. In addition, from time to time the Company sells communications and/or networking equipment to its customers in connection with its data networking services. The Company recognizes revenue from the sale of equipment at the contracted selling price when title to the equipment passes to the customer (generally F.O.B. origin) and when collectability is reasonably assured. |
||||||||||||
Share-Based Compensation | Share-Based Compensation The Company recognizes share-based compensation expense for share-based payment awards based on the grant date fair value. The fair value of stock options is determined on the date of grant using the Black-Scholes option-pricing model. The expense is recognized on a straight-line basis over the requisite service period. Share-based compensation expense also includes restricted stock grants for performance awards. The Company recognizes share-based compensation expense for these grants when the achievement of the performance criteria is considered probable. |
||||||||||||
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method pursuant to GAAP. Under this method, deferred tax assets and liabilities are recognized for the expected future results attributable to the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period of the change. Further, deferred tax assets are recognized for the expected realization of available net operating loss and tax credit carryforwards. A valuation allowance is recorded on gross deferred tax assets when it is “more likely than not” that such asset will not be realized. When evaluating the realizability of deferred tax assets, all evidence, both positive and negative is evaluated. Items considered in this analysis include the ability to carry back losses, the reversal of temporary differences, tax planning strategies, and expectations of future earnings. The Company reviews its deferred tax assets on a quarterly basis to determine if a valuation allowance is required based upon these factors. Changes in the Company's assessment of the need for a valuation allowance could give rise to a change in such allowance, potentially resulting in additional expense or benefit in the period of change. The Company's income tax provision includes U.S. federal, state, local and foreign income taxes and is based on pre-tax income or loss. In determining the annual effective income tax rate, the Company analyzes various factors, including its annual earnings and taxing jurisdictions in which the earnings were generated, the impact of state and local income taxes and its ability to use tax credits and net operating loss carryforwards. Under GAAP for income taxes, the amount of tax benefit to be recognized is the amount of benefit that is “more likely than not” to be sustained upon examination. The Company analyzes its tax filing positions in all of the U.S. federal, state, local and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, the Company determines that uncertainties in tax positions exist, a liability is established in the consolidated financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax positions in the provision for income taxes. |
||||||||||||
Comprehensive Income (Loss) | Comprehensive Income (Loss) In addition to net income (loss), comprehensive loss includes certain charges or credits to equity occurring other than as a result of transactions with stockholders. For the Company, this consists of foreign currency translation adjustments. |
||||||||||||
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing net income or (loss) available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share reflect, in periods with earnings and in which they have a dilutive effect, the effect of common shares issuable upon exercise of stock options. |
||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents may include deposits with financial institutions as well as short-term money market instruments, certificates of deposit and debt instruments with maturities of three months or less when purchased |
||||||||||||
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable balances are stated at amounts due from the customer net of an allowance for doubtful accounts. Credit extended is based on an evaluation of the customer’s financial condition and is granted to qualified customers on an unsecured basis. The Company, pursuant to its standard service contracts, is entitled to impose a monthly finance charge with respect to amounts that are past due. The Company’s standard terms require payment within 30 days of the date of the invoice. The Company treats invoices as past due when they remain unpaid, in whole or in part, beyond the payment date set forth in the applicable service contract. The Company determines its allowance for doubtful accounts by considering a number of factors, including the length of time trade receivables are past due, the customer’s payment history, current ability to pay its obligation, and the condition of the general economy and the industry as a whole. Specific reserves are also established on a case-by-case basis by management. Actual bad debts, when determined, reduce the allowance. The Company periodically evaluates the collectability of accounts receivable and writes off accounts after a determination is made that the amounts at issue are no longer likely to be collected, following the exercise of reasonable collection efforts. |
||||||||||||
Debt Issuance Costs and Original Issue Discount | Debt Issuance Costs Debt issuance costs represent costs that qualify for deferral associated with the issuance of new debt or the modification of existing debt facilities. The unamortized balance of debt issuance costs is presented as a reduction to the carrying value of long-term debt. Debt issuance costs are amortized and recognized on the condensed consolidated statements of operations as interest expense. Deferred Costs Installation costs related to provisioning of recurring communications services that the Company incurs from independent third party suppliers, directly attributable and necessary to fulfill a particular service contract, and which would not have been incurred but for the occurrence of that service contract, are recorded as deferred costs and expensed ratably over the contractual term of service in the same manner as the deferred revenue arising from that contract. Based on historical experience, the Company believes the initial contractual term is the best estimate for the period of earnings. If any installation costs exceed the amount of corresponding deferred revenue, the excess cost is recognized in the current period. Original Issue Discount Original issue discount ("OID") is the difference between the face value of debt and the amount of principle received when the loan was originated. When the debt reaches maturity, the face value of the debt is payable. The Company recognizes OID by accretion of the discount as interest expense over the term of the debt. |
||||||||||||
Property and Equipment | Property and Equipment Property and equipment is stated at cost, net of accumulated depreciation, computed using the straight-line method. Depreciation on these assets is computed over the estimated useful lives of the assets. Assets and liabilities under capital leases are recorded at the lesser of the present value of the aggregate future minimum lease payments or the fair value of the assets under lease. Leasehold improvements and assets under capital leases are amortized over the shorter of the term of the lease, excluding optional extensions, or the useful life. Depreciable lives used by the Company for its classes of assets are as follows:
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, the asset is considered to be impaired. Impairment losses are measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell or dispose. |
||||||||||||
Software Capitalization | Software Capitalization Software development costs include costs to develop software programs to be used solely to meet the Company's internal needs. The Company capitalizes development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the function intended. |
||||||||||||
Goodwill | The Company records as goodwill, the excess of purchase price over the fair value of the identifiable net assets acquired. The goodwill is assessed for impairment on at least an annual basis on October 1 unless interim indicators of impairment exist. Goodwill is considered to be impaired when the net book value of a reporting unit exceeds its estimated fair value. The Company operates as a single operating segment and as a single reporting unit for the purpose of evaluating goodwill. Accounting guidance prescribes a two-step process for impairment testing of goodwill and intangibles with indefinite lives. The guidance also allows preparers to qualitatively assess goodwill impairment through a screening process, referred to as "Step 0", which would permit companies to forgo Step 1 of their annual goodwill impairment process. The Company has elected to perform Step 0 for its annual impairment assessment of goodwill on October 1, 2016. The Step 0 analysis focused on a number of events and circumstances that may be considered when making this qualitative assessment. Upon careful consideration of these events and circumstances the Company concluded that its fair value (primarily based on market capitalization) of the reporting unit was greater than the carrying amount. |
||||||||||||
Intangible Assets | The Company's definite-lived intangible assets are acquired in business combinations and recorded at their fair value. The Company reviews its recorded definite-lived intangible assets for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be fully recoverable. If the total of the expected undiscounted future cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between fair value and the carrying value of the asset. The Company's definite-lived intangible assets, consisting of customer relationships, restrictive covenants related to employment agreements, license fees, and intellectual property are amortized on a straight-line basis, over their estimated useful lives of periods up to seven years. FCC Licenses are accounted for as a definite-lived intangible asset and amortized over the average remaining useful life of such licenses which approximates three years. Intellectual property consisting of know-how related to the SIP trunking platform is amortized over the estimated useful life of ten years. The Company's indefinite-lived intangible asset consists of a trade name that is not amortized, but is tested on at least an annual basis as of October 1 unless interim indicators of impairment exist. As of October 1, 2016, the Company performed its annual impairment test of the trade name, using the royalty relief method for valuation, and concluded that the fair value of the trade name was greater than the carrying amount. However, due to the re-branding of certain network operations associated to the acquired trade name, the Company concluded that the trade name should be deemed a definite-lived intangible asset with an estimated useful life of three years, to be amortized prospectively as of October 1, 2016. |
||||||||||||
Business Combinations | Business Combinations The Company includes the results of operations of the businesses that it acquires commencing on the respective dates of acquisition. The Company allocates the fair value of the purchase price of its acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. |
||||||||||||
Accrued Supplier Expenses | Accrued Supplier Expenses The Company accrues estimated charges owed to its suppliers for services. The Company bases this accrual on the supplier contract, the individual service order executed with the supplier for that service, and the length of time the service has been active. |
||||||||||||
Disputed Supplier Expenses | Disputed Supplier Expenses It is common in the telecommunications industry for customers and suppliers to engage in disputes over amounts billed (or not billed) in error or over interpretation of contract terms. Management estimates a liability for the amounts the Company believes are valid and that the Company owes to a supplier. This liability is reconciled with actual results as disputes are resolved, or as the appropriate statute of limitations with respect to a given dispute expires. |
||||||||||||
Acquisition Earn-outs and Holdbacks | Acquisition Earn-outs and Holdbacks Acquisition earn-outs and holdbacks represent either contingent consideration subject to re-measurement to fair value, or fixed deferred consideration due to be paid out typically on the one-year anniversary of an acquisition's closing. Contingent consideration is remeasured to fair value at each reporting period. The portion of the deferred consideration due within one year is recorded as a current liability until paid, and any consideration due beyond one year is recorded in other long-term liabilities. |
||||||||||||
Translation of Foreign Currencies | Translation of Foreign Currencies For operations of subsidiaries located outside the U.S., the local currency is the functional currency for financial reporting purposes. These consolidated financial statements have been reported in U.S. Dollars by translating asset and liability amounts of foreign subsidiaries at the closing currency exchange rate, equity amounts at historical rates, and the results of operations and cash flow at the average currency exchange rate prevailing during the periods reported. The net effect of such translation gains and losses are reflected in accumulated other comprehensive loss in the stockholders' equity section of the condensed consolidated balance sheets. Transactions denominated in foreign currencies other than a subsidiary's functional currency are recorded at the rates of exchange prevailing at the time of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange prevailing at the balance sheet date. Exchange differences arising upon settlement of a transaction are reported in the condensed consolidated statements of operations in other expense, net. |
||||||||||||
Fair Value Measurements | Fair Value Measurements Accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Under this guidance, the Company is required to classify certain assets and liabilities based on the following hierarchy: Level 1: Quoted prices for identical assets or liabilities in active markets that can be assessed at the measurement date. Level 2: Inputs other than quoted prices included in level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3: Inputs reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instruments valuation. The guidance requires the use of observable market data if such data is available without undue cost and effort. As of September 30, 2016 and December 31, 2015, the carrying amounts reflected in the accompanying condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable, and other liabilities approximated fair value due to the short-term nature of these instruments. The carrying value of the Company's long-term debt, net of unamortized debt issuance costs and unamortized original issuance discount was $416.5 million and $386.2 million, as of September 30, 2016 and December 31, 2015, respectively. Based on trading activity of the Company's specific debt, the fair value of the Company's long-term debt as of September 30, 2016 and December 31, 2015 was estimated to approximate its carrying value. The Company's fair value estimates of the long-term debt were based on level 2 inputs; quoted prices for similar instruments in active markets. The Company recorded an earn-out for an acquisition consummated in 2014 at fair value. The earn-out was fully settled in the second quarter of 2016 at the fair value as of December 31, 2015. The fair value of the earn-out was $0.5 million as of December 31, 2015, which was estimated to be the same as its carrying value, based on level 3 inputs. Assets measured at fair value on a non-recurring basis include goodwill, tangible assets, and intangible assets. Such assets are reviewed quarterly for impairment indicators. If a triggering event has occurred, the assets are re-measured when the estimated fair value of the corresponding asset group is less than the carrying value. The fair value measurements, in such instances, are based on significant unobservable inputs (level 3). |
||||||||||||
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments potentially subject to concentration of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. At times during the periods presented, the Company had funds in excess of $250,000 insured by the U.S. Federal Deposit Insurance Corporation, or in excess of similar Deposit Insurance programs outside of the United States, on deposit at various financial institutions. Management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. The Company's trade accounts receivable are generally unsecured and geographically dispersed. |
||||||||||||
Newly Adopted Accounting Principles and Recent Accounting Pronouncements | Newly Adopted Accounting Principles For information regarding newly adopted accounting principles, please refer to the "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and Note 2 to our consolidated financial statements contained therein. The Company has not adopted any new accounting principles for the third quarter of 2016. Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which amends the existing accounting standards for revenue recognition. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 by one year. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. As such, the updated standard will be effective in the first quarter of 2018, with the option to adopt it in the first quarter of 2017. The Company is still evaluating the effect that the updated standard will have on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases, which will require most leases (with the exception of leases with terms of less than one year) to be recognized on the balance sheet as an asset and a lease liability. Leases will be classified as an operating lease or a financing lease. Operating leases are expensed using the straight-line method whereas financing leases will be treated similarly to a capital lease under the current standard. The new standard will be effective for annual and interim periods, within those fiscal years, beginning after December 15, 2018 but early adoption is permitted. The new standard must be presented using the modified retrospective method beginning with the earliest comparative period presented. The Company is currently evaluating the effect of the new standard on its consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which was issued as part of the FASB’s simplification initiative and cover such areas as (i) the recognition of excess tax benefits and deficiencies and the classification of those excess tax benefits on the statement of cash flows, (ii) an accounting policy election for forfeitures to be estimated or account for when incurred, (iii) the amount an employer can withhold to cover income taxes and still qualify for equity classification; and (iv) the classification of those taxes paid on the statement of cash flows. This update is effective for annual and interim periods beginning after December 15, 2016, which will require the Company to adopt these provisions in the first quarter of fiscal 2017. This guidance will be applied either prospectively, retrospectively or using a modified retrospective transition method, depending on the area covered in this update. Early adoption is permitted. The Company is still evaluating the effect of the new standard on its consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments, which is intended to reduce diversity in practice of how certain transactions are classified and presented in the statement of cash flows in accordance with ASC 230. The ASU amends or clarifies guidance on eight specific cash flow issues, some of which include classification on debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, and separately identifiable cash flows and application of the predominance principle. The standard is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal periods. Early adoption is permitted, provided that all of the amendments are adopted in the same period. The guidance requires application using a retrospective transition method. The Company is currently evaluating the effect of the new standard on its consolidated financial statements and related disclosures. Other recent accounting pronouncements issued by the FASB during fiscal 2015 and through the period ended September 30, 2016 are not believed by management to have a material impact on the Company's present or historical consolidated financial statements. |
ORGANIZATION AND BUSINESS (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted | The table below details the calculations of earnings (loss) per share (in thousands, except for share and per share amounts):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule Of Property Plan And Equipment Estimated Useful Life | Depreciable lives used by the Company for its classes of assets are as follows:
|
BUSINESS ACQUISITIONS (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Pro Forma Financial Information | The unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisitions been consummated as of January 1, 2015.
|
GOODWILL AND INTANGIBLE ASSETS (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Goodwill | The changes in the carrying amount of goodwill for the period ended September 30, 2016 and December 31, 2015 are as follows (amounts in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Finite-Lived Intangible Assets | The following table summarizes the Company’s intangible assets as of September 30, 2016 and December 31, 2015 (amounts in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated amortization expense related to intangible assets subject to amortization at September 30, 2016 in each of the years subsequent to September 30, 2016 is as follows (amounts in thousands):
|
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payables and Accruals [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Accounts Payable and Accrued Liabilities | The following table summarizes the Company’s accrued expenses and other current liabilities as of September 30, 2016 and December 31, 2015 (amounts in thousands):
|
DEBT (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Debt | As of September 30, 2016 and December 31, 2015, long-term debt was as follows (amounts in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Maturities of Long-term Debt | The aggregate contractual maturities of long-term debt (excluding unamortized discounts and unamortized debt issuance costs) were as follows at September 30, 2016 (amounts in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Debt Covenants | In addition, the Company is restricted from permitting the Consolidated Net Secured Leverage Ratio to be greater than the maximum ratio specified below during the period opposite such maximum ratio:
|
SHARE-BASED COMPENSATION (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | The following tables summarize the share-based compensation expense recognized as a selling, general and administrative expense in the condensed consolidated statements of operations (amounts in thousands):
1Compensation expense includes $0.6 million and $1.6 million for the three and nine months ended September 30, 2016, respectively, related to the shares issued to the former employees of OSN, which was acquired in 2015, for continued employment. In addition, the expense also includes $0.3 million for the three and nine months ended September 30, 2016 related to the Company's Employee Stock Purchase Plan ("ESPP"). Both topics are discussed in more detail below. No such expense was recorded in 2015 for shares issued to OSN as well as expense related to ESPP. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Unrecognized Compensation Cost, Nonvested Awards | The following table summarizes the unrecognized compensation cost and the weighted average period over which the cost is expected to be amortized (amounts in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Share-based Compensation, Activity | The following tables summarize the stock options and restricted stock granted during the three and nine months ended September 30, 2016 and 2015, respectively (amounts in thousands, except shares data):
|
SEVERANCE, RESTRUCTURING AND OTHER EXIT COSTS (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring and Related Activities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Restructuring and Related Costs | The total exit costs recorded and paid relating to the acquisitions mentioned above are summarized as follows for the nine months ended September 30, 2016 (amounts in thousands):
|
ORGANIZATION AND BUSINESS (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
Sep. 30, 2016 |
Sep. 30, 2015 |
|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Numerator for basic and diluted EPS – earnings (loss) available to common stockholders | $ 5,127 | $ 1,762 | $ 6,114 | $ (8,284) |
Denominator for basic EPS – weighted average shares (in shares) | 37,152,063 | 34,981,104 | 36,998,607 | 34,603,144 |
Effect of dilutive securities (in shares) | 633,858 | 907,421 | 482,807 | 0 |
Denominator for diluted EPS – weighted average shares (in shares) | 37,785,921 | 35,888,525 | 37,481,414 | 34,603,144 |
Earnings per share: basic (in dollars per share) | $ 0.14 | $ 0.05 | $ 0.17 | $ (0.24) |
Earnings per share: diluted (in dollars per share) | $ 0.14 | $ 0.05 | $ 0.16 | $ (0.24) |
Anti-dilutive items (in shares) | 4,000 | 5,000 |
ORGANIZATION AND BUSINESS (Details Textual 1) $ in Thousands |
9 Months Ended | 12 Months Ended | |
---|---|---|---|
Sep. 30, 2016
USD ($)
customer
|
Sep. 30, 2015
customer
|
Dec. 31, 2015
USD ($)
customer
|
|
Concentration Risk [Line Items] | |||
Disputed supplier expense | $ 8,300 | $ 6,900 | |
Unamortized debt issuance expense | 9,172 | 10,938 | |
Debt instrument, unamortized discount | 7,219 | 7,819 | |
Long-term debt | $ 416,459 | $ 386,243 | |
Customer Concentration Risk | Sales Revenue, Services, Net | |||
Concentration Risk [Line Items] | |||
Number of major customers (in customers) | customer | 0 | 0 | |
Customer Concentration Risk | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Number of major customers (in customers) | customer | 0 | 0 | |
Earn-out Liability | |||
Concentration Risk [Line Items] | |||
Financial and nonfinancial liabilities, fair value disclosure | $ 500 |
GOODWILL AND INTANGIBLE ASSETS (Details Textual) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | 12 Months Ended | ||
---|---|---|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
Sep. 30, 2016 |
Sep. 30, 2015 |
Dec. 31, 2015 |
|
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 280,593 | $ 280,593 | $ 270,956 | ||
Intangible assets, net | 177,067 | 177,067 | $ 182,184 | ||
Amortization of intangible assets | $ 10,100 | $ 6,100 | $ 29,500 | $ 16,400 | |
Trade name | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible asset, useful life | 3 years | 3 years |
GOODWILL AND INTANGIBLE ASSETS (Details 1) $ in Thousands |
Sep. 30, 2016
USD ($)
|
---|---|
Goodwill and Intangible Assets Disclosure [Abstract] | |
2016 remaining | $ 10,084 |
2017 | 39,049 |
2018 | 32,732 |
2019 | 27,901 |
2020 | 24,989 |
2021 and beyond | 41,512 |
Total | $ 176,267 |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands |
Sep. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Payables and Accruals [Abstract] | ||
Accrued compensation and benefits | $ 7,463 | $ 9,465 |
Accrued selling, general and administrative | 2,951 | 3,118 |
Accrued carrier costs | 20,209 | 20,376 |
Accrued restructuring | 3,449 | 6,833 |
Accrued other | 6,404 | 3,323 |
Accrued expenses and other current liabilities | $ 40,476 | $ 43,115 |
INCOME TAXES (Details) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
Sep. 30, 2016 |
Sep. 30, 2015 |
|
Income Tax Disclosure [Abstract] | ||||
Taxable earnings | $ 5,000 | |||
(Benefit from) provision for income taxes | $ (89) | $ (99) | $ 320 | $ (124) |
Effective income tax rate reconciliation, percent | (1.80%) | 6.00% | 5.00% | 1.50% |
Effective income tax rate reconciliation, at federal statutory income tax rate, percent | 35.00% | 35.00% | ||
Income (loss) before income taxes | $ 5,038 | $ 1,663 | $ 6,434 | $ (8,408) |
SEVERANCE, RESTRUCTURING AND OTHER EXIT COSTS (Details) $ in Thousands |
9 Months Ended |
---|---|
Sep. 30, 2016
USD ($)
| |
Restructuring Reserve [Roll Forward] | |
Balance | $ 6,833 |
Charges and Adjustments | 768 |
Payments | (4,152) |
Balance | 3,449 |
Employee Termination Benefits | |
Restructuring Reserve [Roll Forward] | |
Balance | 1,903 |
Charges and Adjustments | 870 |
Payments | (2,728) |
Balance | 45 |
Lease terminations | |
Restructuring Reserve [Roll Forward] | |
Balance | 3,035 |
Charges and Adjustments | 0 |
Payments | (838) |
Balance | 2,197 |
Other contract terminations | |
Restructuring Reserve [Roll Forward] | |
Balance | 1,895 |
Charges and Adjustments | (102) |
Payments | (586) |
Balance | $ 1,207 |
SUBSEQUENT EVENTS (Details) - Subsequent Event - Hibernia NGS Limited $ in Millions |
Nov. 08, 2016
USD ($)
|
---|---|
Subsequent Event [Line Items] | |
Percentage of voting interests expected to acquire | 100.00% |
Expected payments to acquire business | $ 515 |
Common stock consideration | $ 75 |
9%K'(GIN3^[U<[!M1=QRL1Y,V[LH*G#X$5^*E:;3
MD&[ BC(!Z 9$C'@&K+IN1%T:\1?O%1IA3* O)]!^ NTG,)=.'F;$^H5H=%(4
M)KMNQI!FC#<#BK*3>3N>T4;FUZUDI)4,HZ$C5CQCI&3<6$M:L9&0H1&/0"Y,
M0:[81[:T-T4V)S,@QS6;ZQ,4Y'**>8(BCRS'(])FD-GK9J0@[ *1FQTA,XZ005G&IHZTX2N#:6 LMH<^ \Z&Q(TA<1T2
M#TV5H9D4&(*7.Q'&3@0X$,L.(F-M1>ZU%1LCB&VU!9G73%\PUKP;L=EP4&B,
M9VCN R(.+I Q)PBY)P5A ;]24[R:]9?,'K6=%F8N?0OQ"RWZJ2/.
M;;G^#U!+ P04 " #R=&E)&' U,HP" !M"0 &0 'AL+W=O
L$6QF@)D(Z*E%8&X0/E]%NQEP8X%C;!8
M309!,<+B1#F8,,69%R4S#@D>F2 G 3A)O2QNBJP,Y1@FZ#Y-[J7)76*2^P:%
M=\46TU
%6LEBR^2VR# #^)V(X G6$!O-@#\1CJ0GP)-
M20>ZEX[E%\EM$/]6 OJ]))M@D?K3D7XC'?X_%_2_;C[R)SA1^F6SBCX=2BWE
M.W.ZBV#-CIVTA\'0.MP@'LTI>-7^!&8+>P\XVU3E@>SH;\)W=2>"%9/JR#0G
MVY8Q2157_)"&P5[=?89*0[=2%S-5YO8V8"N2'?K+S7##JOX#4$L#!!0 (
M /)T:4EY1K\A< , )D/ 9 >&PO=V]R:W-H965T
/_?J
M/U6V(OHM8C@CU5NYYX4(%MC6'A_0J>*OI/N%30J!%-R1BJFKM3LQ3NK>Q+9J
M]*GO9:/NG7X3 V,V;N 9 V\P&/R,&_C&P+\8P%D#: S@=ST$QB"X\^#HW%7E
M
TYU]';T(]J&>^U
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M3DE,YLAH4Z9LFU/:PMOFU&9UVB2G*=$5Q@6N'(;,B,1D#U) ' H'&TXSN)V
M7B>@3B/U&A$*LNL$F4N0^01P7>1H,:53Z3!%1>EMECS(DGL6&F(I'(O#E$5U
MFZ0(DA2>)/N$Q&$6&
^'X$G:ZYYKO]0=W7/.][QPFK= #]@Z,B\.U7GIE0:^@1F&TL Q-1S*X6C+F
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M4+FB<3MDGRB1
W'Y4(/?GM/7PPG(>;J7LOMD+>!78
M(ADJX0;GN.!U59 DG6555>!G<0D/)L2/H[^:/H\?
MV:XRV/H-!T%%4YU9377AR+?VY/N8@<5\G^