Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Jan. 31, 2014 | Jun. 30, 2013 |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'EARTHLINK HOLDINGS CORP. | ' | ' |
Entity Central Index Key | '0001102541 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Amendment Flag | 'false | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 101,956,949 | ' |
Entity Public Float | ' | ' | $630.50 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $116,636 | $157,621 |
Marketable securities | 0 | 42,073 |
Restricted cash | 0 | 1,013 |
Accounts receivable, net of allowance of $7,872 and $8,615 as of December 31, 2012 and 2013, respectively | 100,792 | 112,765 |
Prepaid expenses | 15,945 | 17,171 |
Deferred income taxes, net | 549 | 15,954 |
Other current assets | 13,930 | 20,303 |
Total current assets | 247,852 | 366,900 |
Long-term marketable securities | 0 | 4,778 |
Property and equipment, net | 438,321 | 418,966 |
Long-term deferred income taxes, net | 0 | 195,012 |
Goodwill | 139,215 | 379,415 |
Other intangible assets, net | 155,428 | 214,685 |
Other long-term assets | 26,502 | 19,654 |
Total assets | 1,007,318 | 1,599,410 |
Current liabilities: | ' | ' |
Accounts payable | 33,440 | 18,792 |
Accrued payroll and related expenses | 35,041 | 31,003 |
Other accrued liabilities | 88,225 | 129,572 |
Deferred revenue | 49,689 | 51,690 |
Current portion of long-term debt and capital lease obligations | 1,489 | 1,375 |
Total current liabilities | 207,884 | 232,432 |
Long-term debt and capital lease obligations | 606,442 | 614,890 |
Long-term deferred income taxes,net | 2,221 | 0 |
Other long-term liabilities | 28,553 | 33,284 |
Total liabilities | 845,100 | 880,606 |
Commitments and contingencies (See Note 16) | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock, $0.01 par value, 100,000 shares authorized, 0 shares issued and outstanding as of December 31, 2012 and 2013 | 0 | 0 |
Common stock, $0.01 par value, 300,000 shares authorized, 196,919 and 197,491 shares issued as of December 31, 2012 and 2013, respectively, and 102,739 and 101,879 shares outstanding as of December 31, 2012 and 2013, respectively | 1,975 | 1,969 |
Additional paid-in capital | 2,047,607 | 2,057,974 |
Accumulated deficit | -1,144,975 | -606,148 |
Treasury stock, at cost, 94,180 and 95,612 shares as of December 31, 2012 and 2013, respectively | -742,389 | -735,003 |
Accumulated other comprehensive income | 0 | 12 |
Total stockholders' equity | 162,218 | 718,804 |
Total liabilities and stockholders' equity | $1,007,318 | $1,599,410 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, except Per Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Accounts receivable, allowance | $8,615 | $7,872 |
Preferred Stock, Par or Stated Value Per Share | $0.01 | $0.01 |
Preferred Stock, Shares Authorized | 100,000 | 100,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $0.01 | $0.01 |
Common Stock, Shares Authorized | 300,000 | 300,000 |
Common Stock, Shares, Issued | 197,491 | 196,919 |
Common Stock, Shares, Outstanding | 101,876 | 102,739 |
Treasury Stock, Shares | 95,615 | 94,180 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Statement [Abstract] | ' | ' | ' |
Revenues | $1,240,606 | $1,335,135 | $1,300,543 |
Operating costs and expenses: | ' | ' | ' |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 600,742 | 632,616 | 581,264 |
Selling, general and administrative (exclusive of depreciation and amortization shown separately below) | 426,070 | 429,087 | 397,574 |
Depreciation and amortization | 183,114 | 183,165 | 159,993 |
Impairment of goodwill | 255,599 | 0 | 0 |
Restructuring, acquisition and integration-related costs | 40,030 | 18,244 | 32,068 |
Total operating costs and expenses | 1,505,555 | 1,263,112 | 1,170,899 |
Income (loss) from operations | -264,949 | 72,023 | 129,644 |
Interest expense and other, net | -60,686 | -63,416 | -70,640 |
Income (loss) from continuing operations before income taxes | -325,635 | 8,607 | 59,004 |
Income tax (provision) benefit | -211,231 | 1,331 | -21,731 |
Income (loss) from continuing operations | -536,866 | 9,938 | 37,273 |
Loss from discontinued operations, net of tax | -1,961 | -2,418 | -2,706 |
Net income (loss) | -538,827 | 7,520 | 34,567 |
Other comprehensive income (loss), net of tax: | ' | ' | ' |
Unrealized holding gains (losses) on investments, net of tax | -12 | 26 | -255 |
Other comprehensive income (loss), net of tax | -12 | 26 | -255 |
Comprehensive income (loss) | ($538,839) | $7,546 | $34,312 |
Basic net income (loss) per share | ' | ' | ' |
Continuing operations | ($5.23) | $0.09 | $0.34 |
Discontinued operations | ($0.02) | ($0.02) | ($0.03) |
Basic net income (loss) per share | ($5.25) | $0.07 | $0.32 |
Basic weighted average common shares outstanding | 102,599 | 105,221 | 108,098 |
Diluted net income (loss) per share | ' | ' | ' |
Continuing operations | ($5.23) | $0.09 | $0.34 |
Discontinued operations | ($0.02) | ($0.02) | ($0.02) |
Diluted income (loss) per share | ($5.25) | $0.07 | $0.32 |
Diluted weighted average common shares outstanding | 102,599 | 105,983 | 108,949 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Treasury Stock | Accumulated Other Comprehensive Income (Loss) |
In Thousands, unless otherwise specified | ||||||
Shares, Issued at Dec. 31, 2010 | $753,144 | $1,962 | $2,071,298 | ($613,668) | ($706,434) | ($14) |
Shares, Issued (in shares) at Dec. 31, 2010 | ' | 196,202 | ' | ' | -90,009 | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 619 | 1,379 | ' | ' | ' | ' |
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | ' | 14 | 605 | ' | ' | ' |
Adjustments Related to Tax Withholding for Share-based Compensation | -5,572 | ' | -5,572 | ' | ' | ' |
Adjustments to Additional Paid in Capital, Dividends in Excess of Retained Earnings | -22,913 | ' | -22,913 | ' | ' | ' |
Adjustments to Additional Paid in Capital Dividends Payable on Restricted Stock | 702 | ' | 702 | ' | ' | ' |
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 13,497 | ' | 13,497 | ' | ' | ' |
Stock Issued During Period, Shares, Acquisitions | ' | 2,998 | ' | ' | ' | ' |
Stock Issued During Period, Value, Acquisitions | ' | 30 | ' | ' | ' | ' |
Restricted Stock Units Assumed and Converted | 23,598 | ' | 23,568 | ' | ' | ' |
Debt Instrument, Decrease, Repayments | -1,834 | ' | 0 | ' | ' | ' |
Change in Deferred Tax Asset | -144 | ' | -144 | ' | ' | ' |
Treasury Stock, Shares, Acquired | ' | ' | ' | ' | -6,333 | ' |
Treasury Stock, Value, Acquired, Cost Method | -46,989 | ' | ' | ' | -46,989 | ' |
Other Comprehensive Income (Loss), Reclassification Adjustment for Sale of Securities Included in Net Income, Net of Tax | -255 | ' | ' | ' | ' | -255 |
Net income (loss) | 34,567 | ' | ' | 34,567 | ' | ' |
Shares, Issued at Dec. 31, 2011 | ' | ' | ' | ' | ' | ' |
Treasury Stock, Value | 735,003 | ' | ' | ' | ' | ' |
Treasury Stock, Shares | 94,180 | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 340 | 717 | ' | ' | ' | ' |
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | ' | 7 | 333 | ' | ' | ' |
Adjustments Related to Tax Withholding for Share-based Compensation | -2,379 | ' | -2,379 | ' | ' | ' |
Adjustments to Additional Paid in Capital, Dividends in Excess of Retained Earnings | -21,128 | ' | -21,128 | ' | ' | ' |
Adjustments to Additional Paid in Capital Dividends Payable on Restricted Stock | -299 | ' | -299 | ' | ' | ' |
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 10,471 | ' | 10,471 | ' | ' | ' |
Return of Escrow, Shares | ' | ' | ' | ' | -422 | ' |
Return of Escrow, Value | -3,154 | ' | ' | ' | -3,154 | ' |
Change in Deferred Tax Asset | 322 | ' | 322 | ' | ' | ' |
Treasury Stock, Shares, Acquired | ' | ' | ' | ' | -3,749 | ' |
Treasury Stock, Value, Acquired, Cost Method | -25,415 | ' | ' | ' | -25,415 | ' |
Other Comprehensive Income (Loss), Reclassification Adjustment for Sale of Securities Included in Net Income, Net of Tax | 26 | ' | ' | ' | ' | 26 |
Net income (loss) | 7,520 | ' | ' | 7,520 | ' | ' |
Shares, Issued at Dec. 31, 2012 | 718,804 | 1,969 | 2,057,974 | -606,148 | -735,003 | 12 |
Shares, Issued (in shares) at Dec. 31, 2012 | ' | 196,919 | ' | ' | -94,180 | ' |
Treasury Stock, Value | 742,389 | ' | ' | ' | ' | ' |
Treasury Stock, Shares | 95,615 | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 0 | 572 | ' | ' | ' | ' |
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | ' | 6 | -6 | ' | ' | ' |
Adjustments Related to Tax Withholding for Share-based Compensation | -2,009 | ' | -2,009 | ' | ' | ' |
Adjustments to Additional Paid in Capital, Dividends in Excess of Retained Earnings | -20,795 | ' | 20,795 | ' | ' | ' |
Adjustments to Additional Paid in Capital Dividends Payable on Restricted Stock | -576 | ' | -576 | ' | ' | ' |
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 13,275 | ' | 13,275 | ' | ' | ' |
Return of Escrow, Shares | ' | ' | ' | ' | -231 | ' |
Return of Escrow, Value | -1,320 | ' | ' | ' | -1,320 | ' |
Change in Deferred Tax Asset | -256 | ' | -256 | ' | ' | ' |
Treasury Stock, Shares, Acquired | ' | ' | ' | ' | -1,204 | ' |
Treasury Stock, Value, Acquired, Cost Method | -6,066 | ' | ' | ' | 6,066 | ' |
Other Comprehensive Income (Loss), Reclassification Adjustment for Sale of Securities Included in Net Income, Net of Tax | -12 | ' | ' | ' | ' | ' |
Net income (loss) | -538,827 | ' | ' | ' | ' | ' |
Shares, Issued at Dec. 31, 2013 | $162,218 | $1,975 | $2,047,607 | ($1,144,975) | ($742,389) | $0 |
Shares, Issued (in shares) at Dec. 31, 2013 | ' | 197,491 | ' | ' | -95,615 | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Cash flows from operating activities: | ' | ' | ' |
Net income (loss) | ($538,827) | $7,520 | $34,567 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ' | ' | ' |
Depreciation and amortization | 183,114 | 183,165 | 159,993 |
Impairment of goodwill | 255,599 | 0 | 0 |
Loss on disposals and impairments of fixed assets | 406 | 1,531 | 3,871 |
Non-cash income taxes | 212,870 | -107 | 17,954 |
Stock-based compensation | 13,275 | 10,462 | 13,466 |
Amortization of debt discount, premium and issuance costs | 2,061 | -1,945 | 11,136 |
(Gain) loss on conversion and repayment of debt | 2,080 | -808 | -2,449 |
Other operating activities | -760 | -833 | -1,003 |
(Increase) decrease in accounts receivable, net | 12,039 | -386 | -4,045 |
(Increase) decrease in prepaid expenses and other assets | 6,245 | 583 | -19,241 |
Decrease in accounts payable and accrued and other liabilities | -22,321 | -7,040 | -78,795 |
Increase (decrease) in deferred revenue | -1,625 | -1,087 | 10,780 |
Net cash provided by operating activities | 124,156 | 191,055 | 146,234 |
Cash flows from investing activities: | ' | ' | ' |
Purchases of property and equipment | -143,614 | -147,360 | -101,967 |
Purchases of marketable securities | -41,209 | -73,060 | -29,621 |
Sales and maturities of marketable securities | 88,060 | 55,816 | 319,729 |
Purchase of business, net of cash acquired | -16,806 | 0 | -43,095 |
Purchase of customer relationships | -1,195 | 0 | 0 |
Change in restricted cash | 1,013 | 768 | 489 |
Other investing activities | 1,251 | 0 | -3,941 |
Net cash provided by (used in) investing activities | -112,500 | -163,836 | 141,594 |
Cash flows from financing activities: | ' | ' | ' |
Proceeds from issuance of debt, net of issuance costs | 290,565 | 0 | 278,256 |
Repayment of debt and capital lease obligations | -316,392 | -35,287 | -528,550 |
Repurchases of common stock | -6,066 | -25,415 | -46,989 |
Payment of dividends | -20,795 | -21,128 | -22,913 |
Proceeds from exercises of stock options | 0 | 338 | 619 |
Other financing activities | 47 | 111 | 580 |
Net cash used in financing activities | -52,641 | -81,381 | -318,997 |
Net decrease in cash and cash equivalents | -40,985 | -54,162 | -31,169 |
Cash and cash equivalents, beginning of year | 157,621 | 211,783 | 242,952 |
Cash and cash equivalents, end of year | $116,636 | $157,621 | $211,783 |
Organization_Notes
Organization (Notes) | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Organization | ' |
Organization | |
Change in Organizational Structure | |
On December 31, 2013, through the creation of a new holding company structure (the “Holding Company Reorganization”), EarthLink, Inc. merged into EarthLink, LLC, which became a wholly-owned subsidiary of a new publicly traded parent company, EarthLink Holdings Corp. As the Holding Company Reorganization occurred at the parent company level, the remainder of EarthLink, Inc.'s subsidiaries, operations and customers were not affected. Accordingly, the historical financial statements reflect the effect of the reorganization for all periods presented. | |
The Holding Company Reorganization was effected under Section 251(g) of the Delaware General Corporation Law which provides for the formation of a holding company structure without a stockholder vote. EarthLink, Inc. merged with and into EarthLink, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of EarthLink Holdings Corp., with EarthLink, LLC surviving the merger as a direct, wholly-owned subsidiary of EarthLink Holdings Corp. At the effective time of the merger and in connection with the Holding Company Reorganization, all of the shares of common stock of the EarthLink, Inc. were converted into the same number of shares of common stock of EarthLink Holdings Corp. The directors and executive officers of EarthLink Holdings Corp. immediately after completion of the Holding Company Reorganization are comprised of the same persons who were directors of and executive officers of EarthLink, Inc. immediately prior to the Holding Company Reorganization. | |
Following the Holding Company Reorganization, EarthLink Holdings Corp. became the primary obligor on the Company's outstanding debt obligations and EarthLink, LLC became a guarantor and a restricted subsidiary. | |
Description of Business | |
EarthLink Holdings Corp. (“EarthLink” or the “Company”), together with its consolidated subsidiaries, is a leading communications and IT services provider to business and residential customers in the United States. The Company operates two reportable segments, Business Services and Consumer Services. The Company’s Business Services segment provides a broad range of data, voice and IT services to retail and wholesale business customers. The Company’s Consumer Services segment provides nationwide Internet access and related value-added services to residential customers. The Company operates an extensive network including more than 28,000 route fiber miles, 90 metro fiber rings and eight enterprise-class data centers that provide d ata and voice IP service coverage across more than 90 percent of the United States. For further information concerning the Company’s reportable segments, see Note 19, “Segment Information.” |
Summary_of_Significant_Account
Summary of Significant Accounting Policies (Notes) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||||
Summary of Significant Accounting Policies | |||||||||||||
Basis of Consolidation | |||||||||||||
The consolidated financial statements of EarthLink include the accounts of its wholly-owned subsidiaries. All significant intercompany transactions have been eliminated. | |||||||||||||
Discontinued Operations | |||||||||||||
The operating results of the Company's telecom systems business acquired as part of ITC^DeltaCom, Inc. ("ITC^DeltaCom") have been separately presented as discontinued operations for all periods presented. See Note 6, "Discontinued Operations," for further discussion. | |||||||||||||
Reclassifications | |||||||||||||
Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. Specifically, certain deferred tax asset and liability amounts disclosed in Note 15, "Income Taxes," as of December 31, 2012 were reclassified to conform to the current year presentation. | |||||||||||||
Use of Estimates | |||||||||||||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the consolidated financial statements and accompanying footnotes. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to the allowance for doubtful accounts; revenue reserves for billings to other carriers; expected results of disputed vendor charges for cost of services; the use, recoverability, and/or realizability of certain assets, including deferred tax assets; useful lives of intangible assets and property and equipment; the fair values of assets acquired and liabilities assumed in acquisitions of businesses, including acquired intangible assets; facility exit and restructuring liabilities; fair values of investments; stock-based compensation expense; unrecognized tax benefits; and contingent liabilities. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable. | |||||||||||||
Business Combinations | |||||||||||||
The Company accounts for business combinations by recognizing all of the assets acquired and liabilities assumed at the acquisition date fair value. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, the Company's estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to the Company's Consolidated Statements of Comprehensive Income (Loss). | |||||||||||||
Cash and Cash Equivalents | |||||||||||||
Cash and cash equivalents consist of cash and highly liquid investments with original maturities of three months or less at the date of acquisition. Cash equivalents are stated at amortized cost, which approximates fair value. | |||||||||||||
Restricted Cash | |||||||||||||
The Company classifies any cash or investments that collateralize outstanding letters of credit or certain operating or performance obligations of the Company as restricted cash. Restricted cash is classified according to the duration of the restriction and the purpose for which the restriction exists. | |||||||||||||
Marketable Securities | |||||||||||||
Marketable securities consist of investments with original maturities greater than three months at the date of acquisition. Marketable securities with maturities less than one year from the balance sheet date are classified as short-term marketable securities. Marketable securities with maturities greater than one year from the balance sheet date are classified as long-term marketable securities. These investments primarily consist of corporate debt securities, government and agency notes (which include U.S. treasury securities and government-sponsored debt securities), commercial paper, certificates of deposit and municipal bonds. These securities are classified as available for sale. Available-for-sale securities are carried at fair value, with any unrealized gains and losses, net of tax, included in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity and in total comprehensive income (loss). Amounts reclassified out of accumulated other comprehensive income (loss) into earnings are determined on a specific identification basis. Realized gains and losses on marketable securities are determined on a specific identification basis and included in interest expense and other, net, in the Consolidated Statements of Comprehensive Income (Loss). | |||||||||||||
Allowance for Doubtful Accounts | |||||||||||||
The Company maintains an allowance for doubtful accounts for accounts receivable amounts that may not be collectible. In assessing the adequacy of the allowance for doubtful accounts, management considers a number of factors, including the aging of the accounts receivable balances, historical collection experience and a specific customer's ability to meet its financial obligations to the Company. If the financial condition of EarthLink's customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. Allowances for doubtful accounts are recorded as a selling, general and administrative expense in the Consolidated Statements of Comprehensive Income (Loss). | |||||||||||||
The Company's allowance for doubtful accounts was $7.9 million and $8.6 million as of December 31, 2012 and 2013, respectively. The Company recorded bad debt expense of $9.9 million, $8.6 million and $9.8 million during the years ended December 31, 2011, 2012 and 2013, respectively. The Company's write-offs of uncollectible accounts were $3.8 million, $8.0 million and $9.0 million during the years ended December 31, 2011, 2012 and 2013, respectively. | |||||||||||||
Inventories | |||||||||||||
Inventories consist of finished goods and are stated at the lower of cost or market value, using the first-in, first-out method. Inventories are included in other current assets in the Consolidated Balance Sheets. | |||||||||||||
Property and Equipment | |||||||||||||
Property and equipment are stated at cost less accumulated depreciation. Property and equipment acquired in connection with business combinations are recorded at acquisition date fair value. The costs of additions, replacements and substantial improvements are capitalized, while the costs for maintenance and repairs are charged to operating expense as incurred. Upon retirements or sales, the original cost and related accumulated depreciation are removed from the respective accounts and any gains and losses are included in depreciation and amortization expense in the Consolidated Statements of Comprehensive Income (Loss). Upon impairment, the Company accelerates depreciation of the asset and such cost is included in also included in depreciation and amortization expense in the Consolidated Statements of Comprehensive Income (Loss). | |||||||||||||
Depreciation expense is determined using the straight-line method over the estimated useful lives of the various asset classes. Leasehold improvements are depreciated using the straight-line method over the shorter of the estimated useful life or the remaining term of the lease. When leases are extended, the remaining useful lives of leasehold improvements are increased as appropriate, but not for a period in excess of the remaining lease term. The estimated useful lives of property and equipment are as follows: | |||||||||||||
Buildings | 15–30 years | ||||||||||||
Communications and fiber optic network | 10–20 years | ||||||||||||
Computer equipment and software | 2–5 years | ||||||||||||
Office and other equipment | 2–5 years | ||||||||||||
Customer acquisition costs | 31–36 months | ||||||||||||
Leasehold improvements | Shorter of estimated useful life or lease term | ||||||||||||
The Company capitalizes costs directly related to the design, deployment and expansion of its network and operating support systems, including employee-related costs. The Company also capitalizes customer installation and acquisition costs related to its Business Services customers to the extent they are recoverable. Customer installation costs represent nonrecurring fees paid to other telecommunications carriers for services performed by the carriers when the Company orders last mile facilities in connection with new customers acquired by the Company. Customer acquisition costs include internal personnel costs directly associated with the provisioning of new customer orders. Such customer acquisition costs represent incremental direct costs incurred by the Company that would not have been incurred absent a new customer contract. Customer installation and acquisition costs are amortized over the actual weighted average initial contract terms of contracts initiated each month, assuming a customer churn factor. | |||||||||||||
Goodwill and Other Intangible Assets | |||||||||||||
Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations accounted for under the purchase method of accounting. The Company does not amortize goodwill. The Company tests its goodwill annually during the fourth quarter of its fiscal year or when events and circumstances indicate that those assets might have an other than temporary impairment. Impairment testing of goodwill is required at the reporting unit level (operating segment or one level below operating segment) and involves a two-step process. Prior to performing the two-step impairment test, the Company may make a qualitative assessment of the likelihood of goodwill impairment in order to determine whether a detailed quantitative analysis is required. The first step of the impairment test involves comparing the estimated fair values of the Company's reporting units with the reporting units' carrying amounts, including goodwill. The Company estimates the fair value of the reporting unit using discounted expected future cash flows. If the carrying amount of the reporting unit exceeds its fair value, a second step is performed to compare the carrying amount of goodwill to the implied fair value of that goodwill. If the carrying amount of goodwill exceeds the implied fair value of that goodwill, an impairment loss would be recognized in an amount equal to the excess. | |||||||||||||
Other intangible assets consist primarily of customer relationships, developed technology and software, trade names and other assets acquired in conjunction with the purchases of businesses or purchases of assets from other companies. When management determines material intangible assets are acquired in conjunction with the purchase of a business, the Company determines the fair values of the identifiable intangible assets by taking into account management's own analysis and an independent third party valuation specialist's appraisal. Intangible assets determined to have definite lives are amortized over their estimated useful lives. The Company had no indefinite-lived intangible assets as of December 31, 2012 and 2013. | |||||||||||||
Long-Lived Assets | |||||||||||||
The Company evaluates the recoverability of long-lived assets, including property and equipment and purchased definite-lived intangible assets, for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used or a significant adverse change that would indicate the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss, if any, based on the difference between the carrying amount and fair value. Long-lived assets held for sale are reported at the lower of cost or fair value less costs to sell. | |||||||||||||
Leases | |||||||||||||
The Company categorizes leases at their inception as either operating or capital leases depending on certain criteria. Certain of the Company's operating lease agreements include scheduled rent escalations or rent holiday over the term of the lease. The Company recognizes rent expense on a straight-line basis over the term of the lease. The difference between rent expense and rent paid is recorded as deferred rent and included in other liabilities in the Consolidated Balance Sheets. Incentives granted under certain leases are treated as a reduction of the Company's rent expense on a straight-line basis over the term of the related lease agreement. Leasehold improvements funded by the lessor under operating leases are recorded as leasehold improvements and deferred rent. | |||||||||||||
Asset Retirement Obligations | |||||||||||||
The Company has asset retirement obligations associated with certain assets within leased facilities that the Company is contractually obligated to retire upon termination of the associated lease agreement and the return of facilities to pre-lease condition. The fair value of the obligation is also capitalized as property and equipment and amortized over the estimated useful life of the associated asset. The Company's asset retirement obligations were $4.3 million and $4.2 million as of December 31, 2012 and 2013, respectively, and are included in other long-term liabilities in the Consolidated Balance Sheets. | |||||||||||||
Revenue Recognition | |||||||||||||
General. EarthLink recognizes revenue when persuasive evidence of an arrangement exists, services have been provided or products have been delivered, the sales price is fixed or determinable and collectibility is reasonably assured. EarthLink's customers generally pay in advance for their services, and revenue is recognized ratably over the service period. Advance payments from customers for invoiced services that have not yet been performed are recorded as deferred revenue in the Consolidated Balance Sheets. | |||||||||||||
The Company's Business Services segment earns revenue by providing a broad range of data, voice and IT services to retail and wholesale business customers. The Company presents its Business Services revenue into the following categories: (1) retail services, which includes data, voice and IT services provided to businesses and enterprise organizations; (2) wholesale services, which includes the sale of transmission capacity to other telecommunications carriers; and (3) other services, which includes web hosting. Revenues generally consist of recurring monthly charges for such services; usage fees; installation fees; equipment fees; termination fees; and administrative fees. | |||||||||||||
The Company's Consumer Services segment earns revenue by providing nationwide Internet access and related value-added services. The Company presents its Consumer Services revenue into the following categories: (1) access services, which includes narrowband and broadband Internet access services and (2) value-added services, which includes revenues from ancillary services sold as add-on features to EarthLink's Internet access services, such as security products, premium email only, home networking and email storage; search revenues; and advertising revenues. Revenues generally consist of recurring monthly charges for such services; usage fees; installation fees; termination fees; and fees for equipment. | |||||||||||||
Multiple element arrangements. Revenues may be part of multiple element arrangements, such as equipment sold with data and voices services. For multiple element arrangements, the Company separates deliverables into units of accounting and recognizes revenue for each unit of accounting based on evidence of each unit's relative selling price to the total arrangement consideration, assuming all other revenue recognition criteria have been met. Each deliverable is considered a separate unit of accounting if the delivered item has stand-alone value to the customer. The Company uses a hierarchy to determine the selling price to be used for allocating revenue to deliverables: 1) the price the Company sells the same unit for when the Company sells it separately; 2) the price another vendor would sell a generally interchangeable item; or 3) the Company's best estimate of the stand-alone price. | |||||||||||||
Gross versus net revenue recognition. The Company offers certain services that are provided by third-party vendors. When the Company is the primary obligor in a transaction, has latitude in establishing prices, is the party determining the service specifications or has several but not all of these indicators, the Company records the revenue on a gross basis. If the Company is not the primary obligor and/or a third-party vendor has latitude in establishing prices, the Company records revenue associated with the related subscribers on a net basis, netting the cost of revenue associated with the service against the gross amount billed the customer and recording the net amount as revenue. | |||||||||||||
Activation and installation. When the Company receives service activation and installation fee revenues in advance of the provision of services, the Company defers the service activation and installation fee revenues and amortizes them over the actual weighted average initial contract terms of contracts initiated each month, assuming a customer churn factor. The costs associated with such activation and installation activities are deferred and recognized as operating expense over the same period to the extent they are recoverable based on future revenues. | |||||||||||||
Sales credit reserves. The Company makes estimates for potential future sales credits to be issued in respect of earned revenues, related to billing errors, service interruptions and customer disputes which are recorded as a reduction in revenue. The Company analyzes historical credit activity and changes in customer demands related to current billing and service interruptions when evaluating its credit reserve requirements. The Company reserves known billing errors and service interruptions as incurred. The Company reviews customer disputes and reserves against those we believe to be valid claims. The Company also estimates a sales credit reserve related to unknown billing errors and disputes based on historical credit activity. Experience indicates that the invoices that are provided to other telecommunications providers are often subject to significant billing disputes. Experience also has shown that these disputes can require a significant amount of time to resolve given the complexities and regulatory issues surrounding the customer relationships. | |||||||||||||
Taxes Collected from Customers and Remitted to Governmental Authorities | |||||||||||||
The Company currently records all taxes billed to its customers and remitted to governmental authorities, including Universal Service Fund contributions and sales, use and excise taxes, on a net basis in the Consolidated Statements of Comprehensive Income (Loss). | |||||||||||||
Cost of Revenues | |||||||||||||
Cost of revenues includes costs directly associated with providing products and services to the Company's customers. Cost of revenues does not include depreciation and amortization expense. Cost of revenues includes the cost of connecting customers to the Company's networks via leased facilities; the costs of leasing components of its network facilities; costs paid to third-party providers for interconnect access and transport services; the costs of equipment sold to customers; and other costs directly related to our network and IT services. The Company utilizes other carriers to provide services where the Company does not have facilities. The Company utilizes a number of different carriers to terminate its long distance calls outside of its network. | |||||||||||||
These costs include an estimate of charges for which invoices have not yet been received, and are based upon the estimated number of transmission lines and facilities in service, estimated minutes of use and estimated amounts accrued for pending disputes with other carriers, as well as upon the contractual rates charged by the Company's service providers. Subsequent adjustments to these estimates may occur after the bills are received for the actual costs incurred, but these adjustments generally are not expected to be material to operating results. Experience indicates that the invoices that are received from other telecommunications providers are often subject to significant billing disputes. Experience also has shown that these disputes can require a significant amount of time to resolve given the complexities and regulatory issues affecting the vendor relationships. The Company maintains reserves for any anticipated exposure associated with these billing disputes. The reserves are reviewed on a monthly basis, but are subject to changes in estimates and management judgment as new information becomes available. Given the length of time the Company has historically required to resolve these disputes, disputes may be resolved or require adjustment in future periods and relate to costs invoiced, accrued or paid in prior periods. The Company believes its reserves are adequate. | |||||||||||||
Selling, General and Administrative Expense | |||||||||||||
The Company's selling, general and administrative expenses consist of expenses related to sales and marketing, customer service, network operations, information technology, regulatory, billing and collections, corporate administration, and legal and accounting. Such costs include salaries and related employee costs (including stock-based compensation), outsourced labor, professional fees, property taxes, travel, insurance, rent, advertising and other administrative expenses. | |||||||||||||
Advertising Costs | |||||||||||||
Advertising costs are expensed as incurred and included in selling, general and administrative expense in the Consolidated Statements of Comprehensive Income (Loss). Advertising expenses were $8.6 million, $8.6 million and $9.1 million during the years ended December 31, 2011, 2012 and 2013, respectively. | |||||||||||||
Stock-Based Compensation | |||||||||||||
As of December 31, 2013, EarthLink had various stock-based compensation plans, which are more fully described in Note 13, "Stock-Based Compensation." The Company measures compensation cost for all stock awards at fair value on the date of grant and recognizes compensation expense over the requisite service period for awards expected to vest. The Company estimates the fair value of stock options using the Black-Scholes valuation model, and determines the fair value of restricted stock units based on the quoted price of EarthLink’s common stock on the date of grant. Such value is recognized as expense over the requisite service period, net of estimated forfeitures, using the straight-line attribution method. For performance-based awards, the Company recognizes expense over the requisite service period, net of estimated forfeitures, using the accelerated attribution method when it is probable that the performance measure will be achieved. The estimate of awards that will ultimately vest requires significant judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised. The Company considers many factors when estimating expected forfeitures, including types of awards, employee class and historical employee attrition rates. Actual results, and future changes in estimates, may differ substantially from the Company’s current estimates. | |||||||||||||
Restructuring, Acquisition and Integration-Related Costs | |||||||||||||
Restructuring, acquisition and integration-related costs are expensed in the period in which the costs are incurred and the services are received. Restructuring, acquisition and integration-related costs consist of costs related to EarthLink’s restructuring, acquisition and integration-related activities. Such costs include: 1) integration-related costs, such as system conversion, rebranding costs and integration-related consulting and employee costs; 2) severance, retention and other employee termination costs associated with acquisition and integration activities and with certain voluntary employee separations; 3) transaction-related costs, which are direct costs incurred to effect a business combination, such as advisory, legal, accounting, valuation and other professional fees; and 4) facility-related costs, such as lease termination and asset impairments. | |||||||||||||
The Company recognizes a liability for costs associated with an exit or disposal activity when the liability is incurred. Facility exit and restructuring liabilities include estimates for, among other things, severance payments and amounts due under lease obligations, net of estimated sublease income, if any. Key variables in determining lease estimates include operating expenses due under lease arrangements, the timing and amounts of sublease rental payments, tenant improvement costs and brokerage and other related costs. The Company periodically evaluates and, if necessary, adjusts its estimates based on currently-available information. Such adjustments are classified as restructuring, acquisition and integration-related costs in the Consolidated Statements of Comprehensive Income (Loss). | |||||||||||||
Post-Employment Benefits | |||||||||||||
Post-employment benefits primarily consist of the Company's severance plans. When the Company has either a formal severance plan or a history of consistently providing severance benefits representing a substantive plan, the Company recognizes severance costs when they are both probable and reasonably estimable. | |||||||||||||
Interest Expense and Other, Net | |||||||||||||
Interest expense and other, net, is comprised of interest expense incurred on the Company's debt and capital leases; amortization of debt issuance costs, debt premiums and debt discounts; interest earned on the Company's cash, cash equivalents and marketable securities; and other miscellaneous income and expense items. The following table presents the Company's interest expense and other, net, during the years ended December 31, 2011, 2012 and 2013: | |||||||||||||
Year Ended December 31, | |||||||||||||
2011 | 2012 | 2013 | |||||||||||
(in thousands) | |||||||||||||
Interest expense | $ | 74,949 | $ | 64,331 | $ | 60,495 | |||||||
Interest income | (4,678 | ) | (2,076 | ) | (84 | ) | |||||||
Other, net | 369 | 1,161 | 275 | ||||||||||
Interest expense and other, net | $ | 70,640 | $ | 63,416 | $ | 60,686 | |||||||
Contingencies | |||||||||||||
The Company is party to various legal proceedings and other disputes arising in the normal course of business, including, but not limited to, regulatory audits, trademark and patent infringement, billing disputes, rights of access, tax, consumer protection, employment and tort. The Company accrues for such matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Where it is probable that a liability has been incurred and there is a range of expected loss for which no amount in the range is more likely than any other amount, the Company accrues at the low end of the range. The Company reviews its accruals each reporting period. | |||||||||||||
Income Taxes | |||||||||||||
The Company recognizes deferred tax assets and liabilities for the estimated future tax consequences attributable to differences between the financial reporting and tax bases of existing assets and liabilities. Deferred tax assets and liabilities are measured using tax rates in effect for the year in which the temporary differences are expected to reverse. A valuation allowance is recorded to reduce the carrying amounts of net deferred tax assets if it is "more-likely-than-not" that those assets will not be realized. EarthLink considers many factors when assessing the likelihood of future realization, including the Company's recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income, prudent and feasible tax planning strategies that are available, the carryforward periods available to the Company for tax reporting purposes and other relevant factors. | |||||||||||||
The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax (provision) benefit in the Consolidated Statements of Comprehensive Income (Loss). | |||||||||||||
Earnings per Share | |||||||||||||
Basic earnings per share represents net income (loss) divided by the weighted average number of common shares outstanding during the reported period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock, including stock options, restricted stock units and convertible debt (collectively "Common Stock Equivalents"), were exercised or converted into common stock. The dilutive effect of outstanding stock options, restricted stock units and convertible debt is reflected in diluted earnings per share by application of the treasury stock method. In applying the treasury stock method for stock-based compensation arrangements, the assumed proceeds are computed as the sum of the amount the employee must pay upon exercise, the amount of compensation cost attributed to future services and not yet recognized and the amount of excess tax benefits, if any, that would be credited to additional paid-in capital assuming exercise of the awards. | |||||||||||||
Comprehensive Income (Loss) | |||||||||||||
Comprehensive income (loss) as presented in the Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2011, 2012 and 2013 includes unrealized gains and losses, net of tax, on certain investments classified as available-for-sale. | |||||||||||||
Certain Risks and Concentrations | |||||||||||||
Credit Risk. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, marketable securities and trade receivables. In addition, credit risk for the Company's cash equivalents and marketable securities may be exacerbated by unfavorable economic conditions. If financial markets experience prolonged periods of decline, the value or liquidity of the Company's cash equivalents and marketable securities could decline and result in an other-than-temporary decline in fair value, which could adversely affect the Company's financial position, results of operations and cash flows. The Company's investment policy limits investments to investment grade instruments. As of December 31, 2013, the Company had no investments in marketable securities. | |||||||||||||
Accounts receivable are typically unsecured and are derived from revenues earned from customers primarily located in the U.S. Credit risk with respect to trade receivables is limited because a large number of geographically diverse customers make up the customer base. Additionally, the Company maintains allowances for potential credit losses. As of December 31, 2012 and 2013, no customer accounted for more than 10% of gross accounts receivable. | |||||||||||||
Supply Risk. The Company's business depends on the capacity, affordability, reliability and security of third-party network service providers. Only a small number of providers offer the network services the Company requires, and the majority of its network services are currently purchased from a limited number of network service providers. Although management believes that alternate network providers could be found in a timely manner, any disruption of these services could have a material adverse effect on the Company's financial position, results of operations and cash flows. | |||||||||||||
Fair Value of Financial Instruments | |||||||||||||
The carrying amounts of the Company's cash, cash equivalents, trade receivables and trade payables approximate their fair values because of their nature and respective durations. The Company's short- and long-term investments in marketable securities as of December 31, 2012 consisted of available-for-sale securities that were carried at fair value. |
Earnings_per_Share_Notes
Earnings per Share (Notes) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
Earnings per Share | ' | |||||||||||
Earnings per Share | ||||||||||||
The following table sets forth the computation for basic and diluted net income (loss) per share for the years ended December 31, 2011, 2012 and 2013: | ||||||||||||
Year Ended December 31, | ||||||||||||
2011 | 2012 | 2013 | ||||||||||
(in thousands, except per share data) | ||||||||||||
Numerator | ||||||||||||
Income (loss) from continuing operations | $ | 37,273 | $ | 9,938 | $ | (536,866 | ) | |||||
Loss from discontinued operations, net of tax | (2,706 | ) | (2,418 | ) | (1,961 | ) | ||||||
Net income (loss) | $ | 34,567 | $ | 7,520 | $ | (538,827 | ) | |||||
Denominator | ||||||||||||
Basic weighted average common shares outstanding | 108,098 | 105,221 | 102,599 | |||||||||
Dilutive effect of Common Stock Equivalents | 851 | 762 | — | |||||||||
Diluted weighted average common shares outstanding | 108,949 | 105,983 | 102,599 | |||||||||
Basic net income (loss) per share | ||||||||||||
Continuing operations | $ | 0.34 | $ | 0.09 | $ | (5.23 | ) | |||||
Discontinued operations | (0.03 | ) | (0.02 | ) | (0.02 | ) | ||||||
Basic net income (loss) per share | $ | 0.32 | $ | 0.07 | $ | (5.25 | ) | |||||
Diluted net income (loss) per share | ||||||||||||
Continuing operations | $ | 0.34 | $ | 0.09 | $ | (5.23 | ) | |||||
Discontinued operations | (0.02 | ) | (0.02 | ) | (0.02 | ) | ||||||
Diluted net income (loss) per share | $ | 0.32 | $ | 0.07 | $ | (5.25 | ) | |||||
During the years ended December 31, 2011 and 2012, approximately 1.9 million and 3.5 million, respectively, stock options and restricted stock units were excluded from the calculation of diluted earnings per share because their effect would have been anti-dilutive. The Company has not included the effect of Common Stock Equivalents in the calculation of diluted earnings per share for the year ended December 31, 2013 because such inclusion would have an anti-dilutive effect due to the Company's net loss. Anti-dilutive securities could be dilutive in future periods. |
Acquisitions_Notes
Acquisitions (Notes) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Business Combinations [Abstract] | ' | |||||
Acquisitions | ' | |||||
Acquisitions | ||||||
One Communications | ||||||
On April 1, 2011, EarthLink completed its acquisition of One Communications Corp. (“One Communications”), a privately-held integrated telecommunications solutions provider serving customers in the northeast, mid-Atlantic and upper midwest sections of the United States. EarthLink acquired 100% of One Communications in a merger transaction with One Communications surviving as a wholly-owned subsidiary of EarthLink. The primary reason for the acquisition was to further transform the Company into a network and communications provider for business customers by expanding its IP network footprint. EarthLink has included the financial results of One Communications in its consolidated financial statements from the date of the acquisition. | ||||||
Pursuant to the terms of the merger agreement, the aggregate merger consideration for One Communications was $370.0 million, which included assumption and repayment of debt and other liabilities and certain working capital and other adjustments. EarthLink issued a total of 3.0 million shares in connection with the One Communications acquisition, which consisted of 1.3 million shares deposited in escrow (discussed below) and 1.7 million shares issued to One Communications shareholders. Pursuant to the merger agreement, the following escrow transactions have occurred: | ||||||
• | EarthLink deposited $13.5 million (combination of cash and approximately 0.8 million shares of common stock) into an escrow account to secure potential post-closing adjustments to the aggregate consideration relating to working capital and other similar adjustments. This was included in the aggregate merger consideration. As of December 31, 2012, approximately $1.4 million of cash and 0.2 million shares of common stock valued at $1.4 million have been returned to EarthLink. During the year ended December 31, 2013, an arbitrator made a final decision with respect to the post-closing working capital adjustments. Pursuant to the arbitrator's decision, the Company received an additional $1.9 million of cash and 0.2 million shares of common stock valued at $1.3 million from the escrow account. As of December 31, 2013, the Company still had certain claims outstanding related to other non-working capital adjustments. | |||||
• | EarthLink deposited $7.5 million (combination of cash and approximately 0.5 million shares of common stock) into an escrow account to fund certain post-closing employment-related obligations of the Company on the terms provided in the escrow agreement. This was accounted for separately from the purchase price allocation. As of December 31, 2012, the entire $7.5 million escrow had been returned to EarthLink and none of the escrow account remained outstanding. | |||||
The resulting fair value of consideration transferred was $39.9 million which consisted of $20.0 million in cash and $19.9 million for the issuance of EarthLink common stock. The assets acquired and liabilities assumed of One Communications were recognized at their acquisition date fair values. | ||||||
The following table presents the allocation of the consideration transferred (in thousands): | ||||||
Acquired Assets: | ||||||
Cash and cash equivalents | $ | 11,304 | ||||
Property and equipment | 144,538 | |||||
Goodwill | 87,377 | |||||
Intangible assets | 185,850 | |||||
Other assets | 68,752 | |||||
Total assets | 497,821 | |||||
Assumed Liabilities: | ||||||
Debt | (266,275 | ) | ||||
Deferred revenue | (11,379 | ) | ||||
Deferred tax liability, net | (2,055 | ) | ||||
Other liabilities | (178,185 | ) | ||||
Total liabilities | (457,894 | ) | ||||
Total consideration | $ | 39,927 | ||||
Included in other assets is accounts receivable with an estimate of fair value of $48.1 million and a gross contractual value of $57.5 million. The difference represents the Company’s best estimate of the contractual cash flows that will not be collected. | ||||||
Goodwill arising from the acquisition was attributable to the assembled workforce and expected synergies and economies of scale from combining the operations of EarthLink and One Communications. All of the goodwill was assigned to the Company’s Business Services segment. Approximately 59% of the goodwill is deductible for income tax purposes. | ||||||
The following table summarizes the components of intangible assets acquired in connection with the One Communications acquisition (in thousands): | ||||||
Fair Value | Useful Life | |||||
Customer relationships | $ | 168,600 | 5 years | |||
Developed technology | 12,000 | 3 years | ||||
Trade name | 3,900 | 3 years | ||||
Other | 1,350 | 5 years | ||||
Total intangible assets | $ | 185,850 | ||||
Saturn Telecommunication Services Inc. | ||||||
On March 2, 2011, EarthLink acquired Saturn Telecommunication Services Inc. and affiliates ("STS Telecom"), a privately-held provider of IP communication and information technology services to small and medium-sized businesses primarily in Florida. STS Telecom operates a sophisticated Voice-over-Internet Protocal ("VoIP") platform. The primary reason for the acquisition was for the Company to leverage STS Telecom's expertise in managed hosted VoIP on a nationwide basis as part of its VoIP offerings and to gain its customer base and cash flows. | ||||||
The fair value of consideration transferred was $22.9 million, which consisted of cash paid to acquire the outstanding equity interests of STS Telecom. The acquisition was accounted for as a business combination. The assets acquired and liabilities assumed of STS Telecom were recognized at their acquisition date fair values. In allocating the purchase price based on estimated fair values, EarthLink recorded approximately $21.3 million of goodwill, $17.9 million of identifiable intangible assets, $2.8 million of tangible assets and $19.2 million of net liabilities assumed. EarthLink has included the financial results of STS Telecom in its consolidated financial statements from the date of acquisition. Pro forma financial information for STS Telecom has not been presented, as the effects were not material to the Company's consolidated financial statements. | ||||||
CenterBeam | ||||||
On July 1, 2013, EarthLink acquired substantially all of the assets of CenterBeam, Inc. ("CenterBeam"), a privately-held information technology managed service provider delivering cloud computing and hosted IT services to mid-sized businesses. With this acquisition, EarthLink intends to further grow its IT services portfolio by adding IT services customer scale, expanded IT support center resources and complementary products and capabilities. | ||||||
The fair value of consideration transferred was $23.5 million, which included $16.8 million of cash and $6.7 million for the assumption and repayment of debt and other obligations. The acquisition was accounted for as a business combination. The assets acquired and liabilities assumed of CenterBeam were recognized at their acquisition date fair values. In allocating the purchase price based on estimated fair values, EarthLink recorded approximately $16.7 million of goodwill, $6.4 million of identifiable intangible assets, $0.8 million of property and equipment and $0.4 million of net other liabilities. Substantially all of the goodwill is expected to be deductible for income tax purposes. EarthLink has included the financial results of CenterBeam in its consolidated financial statements from the date of acquisition. Pro forma financial information for CenterBeam has not been presented, as the effects were not material to the Company's consolidated financial statements. | ||||||
Other | ||||||
During the year ended December 31, 2011, EarthLink acquired certain other companies and purchased certain assets to expand its IT services and products offerings for a total of $13.0 million of cash consideration and $1.2 million of debt repayment. These acquisitions were not significant individually or in the aggregate. Purchased identifiable intangible assets related to these acquisitions was $5.2 million and residual goodwill was $8.4 million. EarthLink has included the financial results of these companies in its consolidated financial statements from the date of acquisition. |
Restructuring_Acquisition_and_
Restructuring, Acquisition and Integration-Related Costs (Notes) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||
Restructuring, Acquisition and Integration-Related Costs | ' | |||||||||||
Restructuring, Acquisition and Integration-Related Costs | ||||||||||||
Restructuring, acquisition and integration-related costs consist of costs related to EarthLink’s restructuring, acquisition and integration-related activities. Such costs include: 1) integration-related costs, such as system conversion, rebranding costs and integration-related consulting and employee costs; 2) severance, retention and other employee termination costs associated with acquisition and integration activities and with certain voluntary employee separations; 3) transaction-related costs, which are direct costs incurred to effect a business combination, such as advisory, legal, accounting, valuation and other professional fees; and 4) facility-related costs, such as lease termination and asset impairments. Restructuring, acquisition and integration-related costs are expensed in the period in which the costs are incurred and the services are received and are included in restructuring, acquisition and integration-related costs in the Consolidated Statements of Comprehensive Income (Loss). Restructuring, acquisition and integration-related costs consisted of the following during the years ended December 31, 2011, 2012 and 2013: | ||||||||||||
Year Ended December 31, | ||||||||||||
2011 | 2012 | 2013 | ||||||||||
(in thousands) | ||||||||||||
Integration-related costs | $ | 4,044 | $ | 10,452 | $ | 21,622 | ||||||
Severance, retention and other employee costs | 16,460 | 6,067 | 14,844 | |||||||||
Transaction-related costs | 5,756 | 1,399 | 1,021 | |||||||||
Facility-related costs | 5,530 | 479 | 2,328 | |||||||||
Legacy plan restructuring costs | 278 | (153 | ) | 215 | ||||||||
Restructuring, acquisition and integration-related costs | $ | 32,068 | $ | 18,244 | $ | 40,030 | ||||||
Restructuring, acquisition and integration-related costs recorded during the years ended December 31, 2011, 2012 and 2013 primarily includes costs incurred in connection with the Company's acquisitions and costs incurred in connection with integrating operating support systems, networks and certain billing systems. Restructuring, acquisition and integration-related costs recorded during the year ended December 31, 2013 includes costs incurred to restructure the Company's sales organization to better meet the needs of the IT services market, which resulted in a reduction in the Company's sales workforce and some office closings. The Company recorded $2.2 million of severance costs and $0.6 million of facility-related costs in connection with this restructuring, which is included in restructuring, acquisition and integration-related costs in the Consolidated Statement of Comprehensive Income (Loss). Restructuring, acquisition and integration-related costs recorded during the year ended December 31, 2013 also includes $1.7 million of employee termination costs associated with certain voluntary employee separations. |
Discontinued_Operations_Notes
Discontinued Operations (Notes) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Discontinued Operations [Abstract] | ' | |||||||||||
Discontinued Operations | ' | |||||||||||
Discontinued Operations | ||||||||||||
The operating results of the Company's telecom systems business acquired as part of ITC^DeltaCom have been separately presented as discontinued operations for all periods presented. On August 2, 2013, the Company sold its telecom systems business. The Company received $0.6 million of cash and recorded an $0.8 million receivable for contingent consideration expected to be received over the next four years. No gain or loss was recognized on the sale. The Company has no significant continuing involvement in the operations or significant continuing direct cash flows. The telecom systems results of operations were previously included in the Company's Business Services segment. | ||||||||||||
The following table presents summarized results of operations related to discontinued operations for the years ended December 31, 2011, 2012 and 2013: | ||||||||||||
Year Ended December 31, | ||||||||||||
2011 | 2012 | 2013 | ||||||||||
(in thousands) | ||||||||||||
Revenues | $ | 13,561 | $ | 13,842 | $ | 6,141 | ||||||
Operating costs and expenses | (18,096 | ) | (17,860 | ) | (8,102 | ) | ||||||
Income tax benefit | 1,829 | 1,600 | — | |||||||||
Loss from discontinued operations, net of tax | $ | (2,706 | ) | $ | (2,418 | ) | $ | (1,961 | ) |
Investments_Notes
Investments (Notes) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | |||||||||||||||
Investments | ' | |||||||||||||||
Investments | ||||||||||||||||
The Company’s marketable securities consisted of the following as of December 31, 2012 and 2013: | ||||||||||||||||
As of December 31, 2012 | As of December 31, 2013 | |||||||||||||||
(in thousands) | ||||||||||||||||
Corporate debt securities | $ | 30,181 | $ | — | ||||||||||||
Government and agency securities | 5,314 | — | ||||||||||||||
Commercial paper | 9,293 | — | ||||||||||||||
Certificates of deposit | 1,552 | — | ||||||||||||||
Municipal bonds | 511 | — | ||||||||||||||
Total marketable securities | 46,851 | — | ||||||||||||||
Less: classified as current | (42,073 | ) | — | |||||||||||||
Total long-term marketable securities | $ | 4,778 | $ | — | ||||||||||||
The following tables summarize gross unrealized gains and losses as of December 31, 2012 on the Company’s marketable securities designated as available-for-sale: | ||||||||||||||||
As of December 31, 2012 | ||||||||||||||||
Amortized | Gross | Gross | Estimated | |||||||||||||
Cost | Unrealized | Unrealized | Fair | |||||||||||||
Losses | Gains | Value | ||||||||||||||
(in thousands) | ||||||||||||||||
Corporate debt securities | $ | 30,173 | $ | — | $ | 8 | $ | 30,181 | ||||||||
Government and agency notes | 5,311 | — | 3 | 5,314 | ||||||||||||
Commercial paper | 9,292 | — | 1 | 9,293 | ||||||||||||
Certificates of deposit | 1,552 | — | — | 1,552 | ||||||||||||
Municipal bonds | 511 | — | — | 511 | ||||||||||||
$ | 46,839 | $ | — | $ | 12 | $ | 46,851 | |||||||||
Property_and_Equipment_Notes
Property and Equipment (Notes) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property and Equipment [Abstract] | ' | ||||||||
Property and Equipment Disclosure [Text Block] | ' | ||||||||
Property and Equipment | |||||||||
Property and equipment consisted of the following as of December 31, 2012 and 2013: | |||||||||
As of December 31, 2012 | As of December 31, 2013 | ||||||||
(in thousands) | |||||||||
Communications and fiber optic networks | $ | 461,750 | $ | 551,848 | |||||
Computer equipment and software | 184,701 | 231,818 | |||||||
Land and buildings | 42,860 | 42,056 | |||||||
Leasehold improvements | 36,582 | 37,754 | |||||||
Office and other equipment | 17,444 | 15,679 | |||||||
Work in progress | 47,355 | 32,168 | |||||||
Property and equipment, gross | 790,692 | 911,323 | |||||||
Less accumulated depreciation | (371,726 | ) | (473,002 | ) | |||||
Property and equipment, net | $ | 418,966 | $ | 438,321 | |||||
Depreciation expense, which includes depreciation expense associated with property under capital leases, was $100.8 million, $112.5 million and $116.7 million for the years ended December 31, 2011, 2012 and 2013, respectively. | |||||||||
During the year ended December 31, 2013, the Company wrote-off and retired abandoned and disposed property and equipment that had a cost basis of $18.3 million and accumulated depreciation of $14.9 million. |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets (Notes) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||
Goodwill and Other Intangible Assets | ' | |||||||||||||||||||||||
Goodwill and Other Intangible Assets | ||||||||||||||||||||||||
Goodwill | ||||||||||||||||||||||||
The changes in the carrying amount of goodwill by operating segment during the year ended December 31, 2013 were as follows: | ||||||||||||||||||||||||
Consumer | Business | Total | ||||||||||||||||||||||
Services | Services | |||||||||||||||||||||||
Segment | Segment | |||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Balance as of December 31, 2012 | ||||||||||||||||||||||||
Goodwill | $ | 88,920 | $ | 378,373 | $ | 467,293 | ||||||||||||||||||
Accumulated impairment loss | — | (87,878 | ) | (87,878 | ) | |||||||||||||||||||
88,920 | 290,495 | 379,415 | ||||||||||||||||||||||
Impairment of goodwill | — | (256,700 | ) | (256,700 | ) | |||||||||||||||||||
Goodwill acquired | — | 16,669 | 16,669 | |||||||||||||||||||||
Goodwill disposed | — | (169 | ) | (169 | ) | |||||||||||||||||||
Balance as of December 31, 2013 | ||||||||||||||||||||||||
Goodwill | 88,920 | 394,873 | 483,793 | |||||||||||||||||||||
Accumulated impairment loss | — | (344,578 | ) | (344,578 | ) | |||||||||||||||||||
$ | 88,920 | $ | 50,295 | $ | 139,215 | |||||||||||||||||||
Other Intangible Assets | ||||||||||||||||||||||||
The following table presents the components of the Company’s acquired identifiable intangible assets included in the accompanying Consolidated Balance Sheets as of December 31, 2012 and 2013: | ||||||||||||||||||||||||
As of December 31, 2012 | As of December 31, 2013 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | |||||||||||||||||||
Value | Value | Value | Value | |||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Customer relationships | $ | 361,961 | $ | (160,513 | ) | $ | 201,448 | $ | 366,651 | $ | (219,030 | ) | $ | 147,621 | ||||||||||
Developed technology and software | 24,311 | (14,801 | ) | 9,510 | 26,261 | (19,194 | ) | 7,067 | ||||||||||||||||
Trade names | 9,121 | (6,345 | ) | 2,776 | 9,121 | (8,796 | ) | 325 | ||||||||||||||||
Other | 1,800 | (849 | ) | 951 | 1,800 | (1,385 | ) | 415 | ||||||||||||||||
$ | 397,193 | $ | (182,508 | ) | $ | 214,685 | $ | 403,833 | $ | (248,405 | ) | $ | 155,428 | |||||||||||
Definite-lived intangible assets are amortized over their estimated useful lives. The Company amortizes its customer relationships using the straight-line method to match the estimated cash flow generated by such assets, and amortizes its developed technology and trade names using the straight-line method because a pattern to which the expected benefits will be consumed or otherwise used up could not be reliably determined. As of December 31, 2013, the weighted average amortization periods were 5.3 years for customer relationships, 3.8 years for developed technology and software, 3.3 years for trade names and 4.4 years for other identifiable intangible assets. | ||||||||||||||||||||||||
Amortization of intangible assets, which is included in depreciation and amortization in the Consolidated Statements of Comprehensive Income (Loss), for the years ended December 31, 2011, 2012 and 2013 was as follows: | ||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||
2011 | 2012 | 2013 | ||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Amortization expense | $ | 59,219 | $ | 70,676 | $ | 66,370 | ||||||||||||||||||
Based on the current amount of definite-lived intangible assets, the Company expects to record amortization expense of approximately $62.7 million, $60.7 million, $29.6 million, $1.9 million and $0.5 million during the years ending December 31, 2014, 2015, 2016, 2017 and 2018, respectively. Actual amortization expense to be reported in future periods could differ materially from these estimates as a result of acquisitions, changes in useful lives and other relevant factors. | ||||||||||||||||||||||||
Impairment Tests of Goodwill and Intangible Assets | ||||||||||||||||||||||||
Interim Test of Goodwill. During the first quarter of 2013, the Company recognized a $256.7 million non-cash impairment charge to goodwill related to its Business Services reporting unit, of which $255.6 million is included in continuing operations and $1.1 million is reflected in discontinued operations. The impairment was based on an analysis of a number of factors after a decline in the Company's market capitalization following the announcement of its fourth quarter 2012 earnings and 2013 financial guidance. The primary factor contributing to the impairment was a change in the discount rate and market multiples as a result of the change in these market conditions, both key assumptions used in the determination of fair value. | ||||||||||||||||||||||||
The Company tests its goodwill annually during the fourth quarter of each fiscal year or when events or changes in circumstances indicate that goodwill might be impaired. The Company's stock price and market capitalization declined during the three months ended March 31, 2013 following the announcement in mid-February 2013 of the Company's fourth quarter 2012 earnings and 2013 financial guidance. As a result of the sustained decrease in stock price and market capitalization, the Company performed an interim goodwill test in conjunction with the preparation of its financial statements for the three months ended March 31, 2013. | ||||||||||||||||||||||||
Impairment testing of goodwill is required at the reporting unit level and involves a two-step process. The Company identified two reporting units, Business Services and Consumer Services, for evaluating goodwill. Each of these reporting units constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results. The first step of the impairment test involves comparing the estimated fair values of the Company's reporting units with the reporting units' carrying amounts, including goodwill. The Company estimated the fair values of its reporting units based on weighting of the income and market approaches. These models use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy. Under the income approach, the fair value of the reporting unit was estimated based on the present value of estimated cash flows using a discounted cash flow method. The significant assumptions used in the discounted cash flow method included internal forecasts and projections developed by management for planning purposes, available industry/market data, strategic plans, discount rates and the growth rate to calculate the terminal value. Under the market approach, the fair value was estimated using the guideline company method. The Company selected guideline companies in the industry in which each reporting unit operates. | ||||||||||||||||||||||||
Upon completion of the first step, the Company determined that the carrying value of its Business Services reporting unit exceeded its estimated fair value, so a second step was performed to compare the carrying amount of goodwill to the implied fair value of that goodwill. The implied fair value of goodwill for the Business Services reporting unit was determined in the same manner as utilized to recognize goodwill in a business combination. To determine the implied value of goodwill, estimated fair values were allocated to the identifiable assets and liabilities of the Business Services reporting unit as of March 31, 2013. The implied fair value of goodwill was measured as the excess of the fair value of the Business Services reporting unit over the fair value of its identifiable assets and liabilities. The impairment loss of $256.7 million during the first quarter 2013 was measured as the amount the carrying value of goodwill exceeded the implied fair value of the goodwill. Of this amount, $49.3 million was deductible for tax purposes. | ||||||||||||||||||||||||
Annual Test of Goodwill. The Company did not record any goodwill impairment charges during the years ended December 31, 2011 and 2012. The annual impairment test during the fourth quarters of 2011, 2012 and 2013 indicated that the fair value of the Company's reporting units exceeded their carrying values. | ||||||||||||||||||||||||
Impairment testing of goodwill is required at the reporting unit level and involves a two-step process. However, the Company may first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. The Company elected to forgo the qualitative assessment of goodwill for its fiscal 2013 impairment test. The Company identified two reporting units for evaluating goodwill for the 2013 annual impairment test, which were Business Services and Consumer Services. Each of these reporting units constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results. The Company evaluates its reporting units on an annual basis. | ||||||||||||||||||||||||
The Company estimated the fair values of its reporting units based on weighting of the income and market approaches. These models use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy. Under the income approach, the fair value of the reporting unit was estimated based on the present value of estimated cash flows using a discounted cash flow method. The significant assumptions used in the discounted cash flow method included internal forecasts and projections developed by management for planning purposes, available industry/market data, strategic plans, discount rates and the growth rate to calculate the terminal value. Under the market approach, the fair value was estimated using the guideline company method. The Company selected guideline companies in the industry where each reporting unit operates. | ||||||||||||||||||||||||
Definite-Lived Intangible Assets. The Company did not record any impairment charges for its definite-lived intangible assets during the years ended December 31, 2011, 2012 and 2013. |
Other_Accrued_Liabilities_Note
Other Accrued Liabilities (Notes) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Other Accrued Liabilities [Abstract] | ' | |||||||
Other Accrued Liabilities | ' | |||||||
Other Accrued Liabilities | ||||||||
Other accrued liabilities consisted of the following as of December 31, 2012 and 2013: | ||||||||
As of December 31, 2012 | As of December 31, 2013 | |||||||
(in thousands) | ||||||||
Accrued taxes and surcharges | $ | 33,016 | $ | 25,628 | ||||
Accrued communications costs | 39,174 | 23,602 | ||||||
Accrued interest | 11,066 | 5,289 | ||||||
Amounts due to customers | 15,913 | 9,890 | ||||||
Other | 30,403 | 23,816 | ||||||
Total other accrued liabilities | $ | 129,572 | $ | 88,225 | ||||
LongTerm_Debt_and_Capital_Leas
Long-Term Debt and Capital Lease Obligations | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Long-Term Debt and Capital Lease Obligations | ' | |||||||
Long-Term Debt and Capital Lease Obligations | ||||||||
The Company’s long-term debt and capital lease obligations consisted of the following as of December 31, 2012 and 2013: | ||||||||
As of December 31, 2012 | As of December 31, 2013 | |||||||
(in thousands) | ||||||||
EarthLink senior secured notes due June 2020 | $ | — | $ | 300,000 | ||||
EarthLink senior notes due May 2019 | 300,000 | 300,000 | ||||||
Unamortized discount on EarthLink senior notes due May 2019 | (8,818 | ) | (7,762 | ) | ||||
ITC^DeltaCom senior secured notes due April 2016 | 292,300 | — | ||||||
Unamortized premium on ITC^DeltaCom senior secured notes due April 2016 | 15,694 | — | ||||||
Capital lease obligations | 17,089 | 15,693 | ||||||
Carrying value of debt and capital lease obligations | 616,265 | 607,931 | ||||||
Less current portion of debt and capital lease obligations | (1,375 | ) | (1,489 | ) | ||||
Long-term debt and capital lease obligations | $ | 614,890 | $ | 606,442 | ||||
EarthLink Senior Secured Notes due June 2020 | ||||||||
General. In May 2013, the Company completed a private placement of $300.0 million aggregate principal amount of 7.375% Senior Secured Notes due 2020 (the “Senior Secured Notes”). The Senior Secured Notes were issued at 100% of their principal amount, resulting in gross proceeds of approximately $300.0 million and net proceeds of $292.6 million after deducting transaction fees and expenses of $7.4 million. The transaction fees and expenses were recorded in other long-term assets in the Consolidated Balance Sheet and are being amortized to interest expense on a straight-line basis over the life of the Senior Secured Notes. In connection with the issuance of the Senior Secured Notes, the Company entered into a registration rights agreement with the original purchasers pursuant to which the Company was required to complete an exchange offer of the privately placed Senior Secured Notes for new 7.375% Senior Secured Notes due 2020 registered with the Securities and Exchange Commission ("SEC") with substantially identical terms to the original Senior Secured Notes. In August 2013, in accordance with the registration rights granted to the original purchasers of the Senior Secured Notes, the Company completed an exchange offer of the privately placed Senior Secured Notes for new 7.375% Senior Secured Notes due 2020 registered with the SEC with substantially identical terms to the original Senior Secured Notes. | ||||||||
The Senior Secured Notes accrue interest at a rate of 7.375% per year, payable on June 1 and December 1 of each year, commencing on December 1, 2013. The Senior Secured Notes will mature on June 1, 2020. No principal amount is due until June 1, 2020. | ||||||||
Redemption. The Company may redeem the Senior Secured Notes, in whole or in part, (i) from June 1, 2016 until May 31, 2017 at a price equal to 105.531% of the principal amount of the Senior Secured Notes redeemed; (ii) from June 1, 2017 until May 31, 2018 at a price equal to 103.688% of the principal amount of the Senior Secured Notes redeemed; (iii) from June 1, 2018 until May 31, 2019 at a price equal to 101.844% of the principal amount of the Senior Secured Notes redeemed; and (iv) from June 1, 2019 and thereafter at a price equal to 100% of the principal amount of the Senior Secured Notes redeemed, in each case plus accrued and unpaid interest. Prior to June 1, 2016, the Company may also redeem the Senior Secured Notes, in whole or in part, at a price equal to 100% of the aggregate principal amount of the Senior Secured Notes to be redeemed plus a make-whole premium and accrued and unpaid interest. In addition, prior to June 1, 2016, the Company may redeem up to 35% of the aggregate principal amount of the Senior Secured Notes with the net cash proceeds of certain equity offerings at a price equal to 107.375% of the principal amount of the Senior Secured Notes redeemed, plus accrued and unpaid interest. | ||||||||
Ranking and Guaranty. The Senior Secured Notes and the related guarantees are the Company's and the Guarantors' senior secured obligations and rank equally with all of the Company's and the Guarantors' other senior secured indebtedness. The Senior Secured Notes and the guarantees are secured by a first-priority lien on substantially all of EarthLink's assets and the assets of the Guarantors (subject to certain exceptions and permitted liens). | ||||||||
Covenants. The indenture governing the Senior Secured Notes includes covenants which, subject to certain exceptions, limit the ability of the Company and its Restricted Subsidiaries (as defined in the indenture) to, among other things, incur additional indebtedness, make certain types of restricted payments, create liens, transfer and sell assets, enter into certain transactions with affiliates, issue or sell stock of subsidiaries, engage in sale-leaseback transactions and create restrictions on dividends or other payments by restricted subsidiaries. Upon a change of control (as defined in the indenture), the Company may be required to make an offer to repurchase the Senior Secured Notes at 101% of their principal amount, plus accrued and unpaid interest. The indenture governing the Senior Secured Notes also contains customary events of default. As of December 31, 2013, the Company was in compliance with these covenants. | ||||||||
The indenture governing the Senior Secured Notes contains covenants regarding the Company's ability to make Restricted Payments (as defined in the indenture), including certain dividends, stock purchases, debt repayments and investments. As of December 31, 2013, the indenture governing the Company's Senior Secured Notes permitted approximately $46.2 million in Restricted Payments. The Company's ability to make Restricted Payments varies over time, and is determined, in part, by the extent that the Company's cumulative EBITDA exceeds 300% of its cumulative interest expense. | ||||||||
EarthLink Senior Notes due May 2019 | ||||||||
General. In May 2011, the Company completed a private placement of $300.0 million aggregate principal amount of 8.875% Senior Notes due 2019 (the “Senior Notes”). The Senior Notes were issued at 96.555% of their principal amount, resulting in gross proceeds of approximately $289.7 million and net proceeds of $280.2 million after deducting transaction fees of $9.5 million. In September 2011, in accordance with the registration rights granted to the original purchasers of the Senior Notes, the Company completed an exchange offer of the privately placed Senior Notes for new 8.875% Senior Notes due 2019 registered with the SEC with substantially identical terms to the original Senior Notes. | ||||||||
The Senior Notes accrue interest at a rate of 8.875% per year, payable on May 15 and November 15 of each year, commencing on November 15, 2011. The Senior Notes will mature on May 15, 2019. No principal amount is due until May 15, 2019. | ||||||||
Redemption. The Company may redeem the Senior Notes, in whole or in part, (i) from May 15, 2015 until May 15, 2016 at a price equal to 104.438% of the principal amount of the Senior Notes redeemed; (ii) from May 15, 2016 until May 15, 2017 at a price equal to 102.219% of the principal amount of the Senior Notes redeemed; and (iii) from May 15, 2017 at a price equal to 100% of the principal amount of the Senior Notes redeemed, in each case plus accrued and unpaid interest. Prior to May 15, 2015, the Company may also redeem the Senior Notes, in whole or in part, at a price equal to 100% of the aggregate principal amount of the Senior Notes to be redeemed plus a make-whole premium and accrued and unpaid interest. In addition, prior to May 15, 2014, the Company may redeem up to 35% of the aggregate principal amount of the Senior Notes with the net cash proceeds of certain equity offerings at a price equal to 108.875% of the principal amount of the Senior Notes redeemed, plus accrued and unpaid interest. | ||||||||
Ranking and Guaranty. The Senior Notes and the related guarantees of certain of the Company’s wholly-owned subsidiaries (the “Guarantors”) are the Company’s and the Guarantors’ unsecured senior obligations and rank equally with all of the Company’s and the Guarantors’ other senior indebtedness. | ||||||||
Covenants. The indenture governing the Senior Notes includes covenants which, subject to certain exceptions, limit the ability of the Company and its Restricted Subsidiaries (as defined in the indenture) to, among other things, incur additional indebtedness, make certain types of restricted payments, incur liens on assets of the Company or the Restricted Subsidiaries, engage in asset sales and enter into transactions with affiliates. Upon a change of control (as defined in the indenture), the Company may be required to make an offer to repurchase the Notes at 101% of their principal amount, plus accrued and unpaid interest. The indenture governing the Senior Notes also contains customary events of default. As of December 31, 2013, the Company was in compliance with these covenants. | ||||||||
The indenture governing the Senior Notes contains covenants regarding the Company's ability to make Restricted Payments (as defined in the indenture), including certain dividends, stock purchases, debt repayments and investments. As of December 31, 2013, the indenture governing the Company's Senior Notes permitted approximately $171.4 million in Restricted Payments. The Company's ability to make Restricted Payments varies over time, and is determined, in part, by the extent that the Company's cumulative EBITDA exceeds 300% of its cumulative interest expense. | ||||||||
ITC^DeltaCom Senior Secured Notes due April 2016 | ||||||||
General. In connection with the EarthLink’s acquisition of ITC^DeltaCom in December 2010, EarthLink assumed ITC^DeltaCom’s outstanding $325.0 million aggregate principal amount of 10.5% senior secured notes due on April 1, 2016 (the “ITC^DeltaCom Notes”). The ITC^DeltaCom Notes were recorded at acquisition date fair value, which was based on publicly-quoted market prices. The ITC^DeltaCom Notes accrued interest at a rate of 10.5% per year. Interest on the ITC^DeltaCom Notes was payable semi-annually in cash in arrears on April 1 and October 1 of each year. The maturity date of the ITC^DeltaCom Notes was April 1, 2016. | ||||||||
Repurchases and Redemptions. Under the indenture for the ITC^DeltaCom Notes, following the consummation of EarthLink's acquisition, ITC^DeltaCom was required to offer to repurchase any or all of the ITC^DeltaCom Notes at 101% of their principal amount. As a result, approximately $0.2 million outstanding principal amount of the ITC^DeltaCom Notes was repurchased in January 2011. | ||||||||
In December 2012, the Company exercised its right to call for the redemption of 10% of the aggregate principal amount of its outstanding ITC^DeltaCom Notes. The Company redeemed $32.5 million aggregate principal amount of the ITC^DeltaCom Notes on December 6, 2012. The redemption price was equal to 103% of the principal amount thereof, plus accrued and unpaid interest. Upon completion of the redemption, $292.3 million aggregate principal amount of the ITC^DeltaCom Notes remained outstanding. The Company recognized an $0.8 million gain on redemption. | ||||||||
In May 2013, the Company commenced a cash tender offer (the “Tender Offer”) for any and all of the $292.3 million outstanding principal amount of the ITC^DeltaCom Notes. Approximately $129.6 million aggregate principal amount (or 44.36%) of the ITC^DeltaCom Notes were validly tendered in May 2013 at a price equal to 105.875% of the principal amount thereof, plus accrued and unpaid interest. In June 2013, the Company redeemed the remaining $162.7 million aggregate principal amount of the ITC^DeltaCom Notes at a redemption price equal to 105.250% of the principal amount thereof, plus accrued and unpaid interest. As a result, all of the remaining obligations under the indenture for the ITC^DeltaCom Notes have been terminated and no principal amount remains outstanding. The Company paid an aggregate of $314.8 million in the Tender Offer and redemption, which consisted of $292.3 million of outstanding principal amount, $16.2 million of premiums and $6.3 million of accrued and unpaid interest. The Company recognized a $2.0 million net loss on the Tender Offer and redemption, consisting of the $16.2 million of premiums paid, net of $14.2 million for the write-off of unamortized premium on debt. This loss is included in interest expense and other, net, in the Consolidated Statement of Comprehensive Income (Loss). The payment of the premium in included in repayment of debt and capital lease obligations in the Consolidated Statement of Cash Flows. | ||||||||
Revolving Credit Facility | ||||||||
General. In May 2013, the Company entered into an amended and restated credit agreement (the “Credit Agreement”) providing for a senior secured revolving credit facility with aggregate revolving commitments of $135.0 million. This senior secured revolving credit facility replaced the Company's existing $150.0 million senior secured credit facility. The senior secured revolving credit facility terminates on May 29, 2017, and all amounts outstanding thereunder shall be due and payable in full. The Company paid $1.9 million of transaction fees and expenses related to the amended senior secured revolving credit facility, which are being amortized to interest expense over the life of the credit facility using the straight-line method. Commitment fees and borrowing costs under this facility vary and are based the Company’s most recent Consolidated Leverage Ratio (as defined in the Credit Agreement). As of December 31, 2013, the Company’s Commitment Fee was 0.5% and the Company’s borrowing cost would be LIBOR plus 3.25% for LIBOR Rate Loans and the Base Rate plus 2.25% for Base Rate Loans. No loans were outstanding under the senior secured revolving credit facility as of December 31, 2013. However, $1.7 million of letters of credit were outstanding under the facility’s Letter of Credit Sublimit as of December 31, 2013. | ||||||||
The Company is the borrower under the Credit Agreement. All obligations of the borrower under the Credit Agreement are guaranteed by substantially all of the Company's existing direct and indirect domestic subsidiaries and will be guaranteed by certain of the Company's future direct and indirect domestic subsidiaries. The obligations of the Company and the subsidiary guarantors under the Credit Agreement, as well as obligations under certain treasury management, interest protection or other hedging arrangements entered into with a lender, are secured by (subject to certain liens permitted by the Credit Agreement) liens, which rank equally with the Company's other senior secured indebtedness, on or security interests in substantially all of the Company's and the subsidiary guarantors' present and future assets (subject to certain exclusions set forth in the Credit Agreement). | ||||||||
Prepayment. The Company may prepay the senior secured revolving credit facility in whole or in part at any time without premium or penalty, subject to reimbursement of the lenders’ breakage and redeployment costs in the case of prepayment of LIBOR borrowings. The Company may irrevocably reduce or terminate the unutilized portion of the senior secured revolving credit facility at any time without penalty. | ||||||||
Covenants. The Credit Agreement contains representations and warranties, covenants, and events of default with respect to the Company and its subsidiaries that are customarily applicable to senior secured credit facilities. The negative covenants in the Credit Agreement include restrictions on the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, make capital expenditures, incur liens on assets, engage in certain mergers, acquisitions or divestitures, pay dividends or make other distributions, voluntarily prepay certain other indebtedness (including certain prepayments of the Company’s existing notes), enter into transactions with affiliates, make investments, and change the nature of their businesses, and amend the terms of certain other indebtedness (including the Company’s existing notes), in each case subject to certain exceptions set forth in the Credit Agreement. | ||||||||
Additionally, the Credit Agreement requires the Company to maintain a consolidated net leverage ratio of not greater than 3.5 to 1.0 (with restrictions on cash netting) and a consolidated interest coverage ratio of not less than 3.0 to 1.0. As of December 31, 2013, the Company was in compliance with these covenants. | ||||||||
Financial Information Under Rule 3-10 of Regulation S-X | ||||||||
The Company’s Senior Notes and Senior Secured Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of the Company’s existing and future domestic subsidiaries, other than certain subsidiaries that are minor (the “Guarantor Subsidiaries”). All of the Guarantor Subsidiaries are 100% owned by the Company and have, jointly and severally, fully and unconditionally guaranteed, to each holder of the Notes, the full and prompt performance of the Company’s obligations under the Notes and the indenture governing the Notes, including the payment of principal (or premium, if any) and interest on the Notes, on an equal and ratable basis. Further, following the Holding Company Reorganization, the Company has no independent assets or operations, and there are no significant restrictions on the ability of its consolidated subsidiaries to transfer funds to the Company in the form of cash dividends, loans or advances. The Company’s assets consist solely of investments it has made in its consolidated subsidiaries, and its operations consist solely of changes in its investment in subsidiaries and interest associated with the Senior Notes and Senior Secured Notes. Based on these facts, and in accordance with Securities and Exchange Commission Regulation S-X Rule 3-10, “Financial statements of guarantors and issuers of guaranteed securities registered or being registered,” the Company is not required to provide condensed consolidating financial information for the subsidiary guarantors. | ||||||||
Capital Lease Obligations | ||||||||
The Company maintains capital leases relating to equipment and indefeasible right-to-use fiber agreements. Depreciation expense related to assets under capital leases is included in depreciation and amortization expense in the Consolidated Statements of Comprehensive Income (Loss). Minimum lease payments under capital leases as of December 31, 2013 are as follows: | ||||||||
Year Ending December 31, | (in thousands) | |||||||
2014 | $ | 3,305 | ||||||
2015 | 3,250 | |||||||
2016 | 4,509 | |||||||
2017 | 3,090 | |||||||
2018 | 3,056 | |||||||
Thereafter | 8,679 | |||||||
Total minimum lease payments | 25,889 | |||||||
Less amounts representing interest | (10,196 | ) | ||||||
Total capital lease obligations | $ | 15,693 | ||||||
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Stockholders' Equity Note [Abstract] | ' | |||||||||||
Stockholders' Equity | ' | |||||||||||
Stockholders’ Equity | ||||||||||||
Share Repurchases | ||||||||||||
Since the inception of the Company’s share repurchase program, the Board of Directors has authorized a total of $750.0 million for the repurchase of EarthLink’s common stock. As of December 31, 2013, the Company had $67.9 million available under the current authorizations. The Company may repurchase its common stock from time to time in compliance with the Securities and Exchange Commission’s regulations and other legal requirements, including through the use of derivative transactions, and subject to market conditions and other factors. The share repurchase program does not require the Company to acquire any specific number of shares and may be terminated by the Board of Directors at any time. | ||||||||||||
The following table presents repurchases under the Company's share repurchase program for the years ended December 31, 2011, 2012 and 2013: | ||||||||||||
Year Ended December 31, | ||||||||||||
2011 | 2012 | 2013 | ||||||||||
(in thousands) | ||||||||||||
Total shares repurchased | 6,333 | 3,749 | 1,116 | |||||||||
Total value of shares repurchased | $ | 46,989 | $ | 25,415 | $ | 5,604 | ||||||
The Company also repurchased 0.1 million shares for $0.5 million from a former Board of Director member in a private transaction pursuant to a stock purchase agreement following his resignation from the Board of Directors in November 2013. | ||||||||||||
Escrow Transactions | ||||||||||||
Pursuant to the One Communications merger agreement, the Company deposited shares into an escrow account to fund certain post-closing employment obligations and to secure potential post-closing working capital and other adjustments. The following table presents shares returned from the One Communications escrow fund and recorded as treasury stock for the years ended December 31, 2011, 2012 and 2013: | ||||||||||||
Year Ended December 31, | ||||||||||||
2011 | 2012 | 2013 | ||||||||||
(in thousands) | ||||||||||||
Total shares returned | 233 | 422 | 231 | |||||||||
Total value of shares returned | $ | 1,834 | $ | 3,154 | $ | 1,320 | ||||||
Dividends | ||||||||||||
During the years ended December 31, 2011, 2012 and 2013, cash dividends declared were $0.20, $0.20 and $0.20 per common share, respectively. The Company also pays cash dividend amounts on each outstanding restricted stock unit to be paid at the time the restricted stock unit vests. Cash dividend amounts are forfeited if the restricted stock units do not vest. Total dividend payments were $22.9 million, $21.1 million and $20.8 million, respectively, during the years ended December 31, 2011, 2012 and 2013. The decision to declare future dividends is made at the discretion of the Board of Directors and will depend on, among other things, the Company’s results of operations, financial condition, cash requirements, investment opportunities and other factors the Board of Directors may deem relevant. In addition, the agreements governing the Company’s Senior Secured Notes, Senior Notes and senior secured revolving credit facility contain restrictions on the amount of dividends the Company can pay. |
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||
Stock-based compensation expense was $13.5 million, $10.5 million and $13.3 million during the years ended December 31, 2011, 2012 and 2013, respectively. The Company has classified stock-based compensation expense within selling, general and administrative expense, the same operating expense line item as cash compensation paid to employees. | |||||||||||||||||||||||||
Stock Incentive Plans | |||||||||||||||||||||||||
The Company has granted options and restricted stock units to employees and non-employee directors to purchase the Company’s common stock under various stock incentive plans. Under the plans, employees and non-employee directors are eligible to receive awards of various forms of equity-based incentive compensation, including stock options, restricted stock, restricted stock units, phantom share units and performance awards, among others. The plans are administered by the Board of Directors or the Leadership and Compensation Committee of the Board of Directors, which determine the terms of the awards granted. Stock options are generally granted with an exercise price equal to the closing market value of EarthLink common stock on the date of grant, have a term of ten years or less, and vest over terms of four years from the date of grant. Restricted stock units are granted with various vesting terms that range from one to three years from the date of grant. The Company's various stock incentive plans provide for the issuance of a maximum of 23.5 million shares, of which approximately 15.1 million shares were still available for grant as of December 31, 2013. Upon exercise of stock options or vesting of restricted stock units, the Company will issue authorized but unissued common stock. | |||||||||||||||||||||||||
Options Outstanding | |||||||||||||||||||||||||
The following table summarizes stock option activity as of and for the year ended December 31, 2013: | |||||||||||||||||||||||||
Stock Options | Weighted | Weighted | Aggregate | ||||||||||||||||||||||
Average | Average | Intrinsic | |||||||||||||||||||||||
Exercise | Remaining | Value | |||||||||||||||||||||||
Price | Contractual | ||||||||||||||||||||||||
Term (Years) | |||||||||||||||||||||||||
(shares and dollars in thousands) | |||||||||||||||||||||||||
Outstanding as of December 31, 2012 | 3,723 | $ | 8.12 | ||||||||||||||||||||||
Granted | 2,301 | 6.08 | |||||||||||||||||||||||
Exercised | — | — | |||||||||||||||||||||||
Forfeited and expired | (454 | ) | 7.45 | ||||||||||||||||||||||
Outstanding as of December 31, 2013 | 5,570 | 7.33 | 7 | $ | — | ||||||||||||||||||||
Vested and expected to vest as of December 31, 2013 | 5,036 | 7.33 | 7 | $ | — | ||||||||||||||||||||
Exercisable as of December 31, 2013 | 2,014 | 8.53 | 3.9 | $ | — | ||||||||||||||||||||
The aggregate intrinsic value amounts in the table above represent the closing price of the Company’s common stock on December 31, 2013 in excess of the exercise price, multiplied by the number of stock options outstanding, exercisable or vested and expected to vest, when the closing price is greater than the exercise price. This represents the amount that would have been received by the stock option holders if they had all exercised their stock options on December 31, 2013. The total intrinsic value of options exercised during the years ended December 31, 2011, 2012 and 2013 was $0.1 million, $0.1 million and $0.0 million, respectively. The intrinsic value of stock options exercised represents the difference between the market value of Company’s common stock at the time of exercise and the exercise price, multiplied by the number of stock options exercised. As of December 31, 2013, there was $2.1 million of total unrecognized compensation cost related to stock options. That cost is expected to be recognized over a weighted-average period of 2.6 years. | |||||||||||||||||||||||||
The following table summarizes the status of the Company’s stock options as of December 31, 2013: | |||||||||||||||||||||||||
Stock Options | |||||||||||||||||||||||||
Stock Options Outstanding | Exercisable | ||||||||||||||||||||||||
Weighted | |||||||||||||||||||||||||
Average | Weighted | Weighted | |||||||||||||||||||||||
Remaining | Average | Average | |||||||||||||||||||||||
Range of | Number | Contractual | Exercise | Number | Exercise | ||||||||||||||||||||
Exercise Prices | Outstanding | Life | Price | Exercisable | Price | ||||||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||||||||
$ | 6.08 | to | $ | 6.08 | 2,183 | 9.1 | $ | 6.08 | — | $ | — | ||||||||||||||
6.86 | to | 7.32 | 425 | 3.4 | 7.18 | 425 | 7.18 | ||||||||||||||||||
7.51 | to | 7.51 | 1,884 | 8.1 | 7.51 | 587 | 7.51 | ||||||||||||||||||
7.64 | to | 11.82 | 1,078 | 2.1 | 9.61 | 1,002 | 9.7 | ||||||||||||||||||
$ | 6.08 | to | $ | 11.82 | 5,570 | 7 | $ | 7.33 | 2,014 | $ | 8.53 | ||||||||||||||
The Company did not grant any stock options during the year ended December 31, 2011. The fair value of stock options granted during the years ended December 31, 2012 and 2013 was estimated using the Black-Scholes option-pricing model with the following assumptions: | |||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||
2012 | 2013 | ||||||||||||||||||||||||
Dividend yield | 2.69% | 3.29% | |||||||||||||||||||||||
Expected volatility | 32.50% | 31.20% | |||||||||||||||||||||||
Risk-free interest rate | 0.81% | 0.88% | |||||||||||||||||||||||
Expected life | 5 years | 5 years | |||||||||||||||||||||||
The weighted average grant date fair value of options granted during the years ended December 31, 2012 and 2013 was $1.65 per share and $1.19 per share, respectively. The dividend yield assumption was based on the Company's history of dividend payouts at the time of grant. The expected volatility was based on a combination of the Company's historical stock price and implied volatility. The selection of implied volatility data to estimate expected volatility was based upon the availability of prices for actively traded options on the Company's stock. The risk-free interest rate assumption was based upon the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The expected life of employee stock options represents the weighted-average period the stock options are expected to remain outstanding. | |||||||||||||||||||||||||
Restricted Stock Units | |||||||||||||||||||||||||
The following table summarizes restricted stock unit activity as of and for the year ended December 31, 2013: | |||||||||||||||||||||||||
Restricted | Weighted | ||||||||||||||||||||||||
Stock Units | Average | ||||||||||||||||||||||||
Grant Date | |||||||||||||||||||||||||
Fair Value | |||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Outstanding as of December 31, 2012 | 2,981 | $ | 7.9 | ||||||||||||||||||||||
Granted | 2,621 | 6.01 | |||||||||||||||||||||||
Vested | (875 | ) | 8.05 | ||||||||||||||||||||||
Forfeited | (791 | ) | 6.95 | ||||||||||||||||||||||
Outstanding as of December 31, 2013 | 3,936 | $ | 6.8 | ||||||||||||||||||||||
The fair value of restricted stock units is determined based on the closing price of EarthLink’s common stock on the grant date. The weighted-average grant date fair value of restricted stock units granted during the years ended December 31, 2011, 2012 and 2013 was $8.22, $7.51 and $6.01, respectively. As of December 31, 2013, there was $10.5 million of total unrecognized compensation cost related to nonvested restricted stock units. That cost is expected to be recognized over a weighted-average period of 1.8 years. The total fair value of shares vested during the years ended December 31, 2011, 2012 and 2013 was $15.6 million, $7.4 million and $5.7 million, respectively, which represents the closing price of the Company’s common stock on the vesting date multiplied by the number of restricted stock units that vested. |
Profit_Sharing_Plans
Profit Sharing Plans | 12 Months Ended |
Dec. 31, 2013 | |
Profit Sharing Plans [Abstract] | ' |
Profit Sharing Plans | ' |
Profit Sharing Plans | |
The Company sponsors the EarthLink Holdings Corp. 401(k) Plan ("Plan"), which qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the Plan, participating employees may defer a portion of their pretax earnings up to the Internal Revenue Service annual contribution limit. The Company makes a matching contribution of 50% of the first 6% of base compensation that a participant contributes to the Plan. The Company's matching contributions vest over four years from the participant's date of hire. The Company contributed $3.2 million, $3.9 million and $3.7 million during the years ended December 31, 2011, 2012 and 2013, respectively. |
Income_Taxes_Notes
Income Taxes (Notes) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Income Taxes | ' | ||||||||||||
Income Taxes | |||||||||||||
The following table presents the components of the income tax (provision) benefit from continuing operations for the years ended December 31, 2011, 2012 and 2013: | |||||||||||||
Year Ended December 31, | |||||||||||||
2011 | 2012 | 2013 | |||||||||||
(in thousands) | |||||||||||||
Current | |||||||||||||
Federal | $ | (1,491 | ) | $ | (159 | ) | $ | (115 | ) | ||||
State | (2,286 | ) | 1,383 | 1,807 | |||||||||
Foreign | — | — | (53 | ) | |||||||||
Total Current | (3,777 | ) | 1,224 | 1,639 | |||||||||
Deferred | |||||||||||||
Federal | (19,476 | ) | (2,580 | ) | (199,454 | ) | |||||||
State | 1,522 | 2,687 | (13,416 | ) | |||||||||
Total Deferred | (17,954 | ) | 107 | (212,870 | ) | ||||||||
Total income tax (provision) benefit from continuing operations | $ | (21,731 | ) | $ | 1,331 | $ | (211,231 | ) | |||||
The following table summarizes the significant differences between the U.S. federal statutory tax rate and the Company's effective tax rate for financial statement purposes for the years ended December 31, 2011, 2012 and 2013: | |||||||||||||
Year Ended December 31, | |||||||||||||
2011 | 2012 | 2013 | |||||||||||
(in thousands) | |||||||||||||
Federal income tax (provision) benefit at statutory rate (35%) | $ | (20,719 | ) | $ | (3,013 | ) | $ | 113,955 | |||||
State income taxes, net of federal benefit | (2,197 | ) | (703 | ) | 7,677 | ||||||||
Non-deductible expenses | (220 | ) | (280 | ) | (771 | ) | |||||||
Net change to valuation allowance | 370 | 1,348 | (266,561 | ) | |||||||||
Change in state tax rate | (185 | ) | 1,985 | 4,725 | |||||||||
Uncertain tax positions | 1,220 | 1,893 | 1,434 | ||||||||||
Non-deductible goodwill | — | — | (72,213 | ) | |||||||||
Other | — | 101 | 523 | ||||||||||
Income tax (provision) benefit from continuing operations | $ | (21,731 | ) | $ | 1,331 | $ | (211,231 | ) | |||||
Deferred tax assets and liabilities include the following as of December 31, 2012 and 2013: | |||||||||||||
As of December 31, | |||||||||||||
2012 | 2013 | ||||||||||||
(in thousands) | |||||||||||||
Current deferred tax assets: | |||||||||||||
Accrued liabilities and reserves | $ | 10,834 | $ | 7,054 | |||||||||
Net operating loss carryforwards | 902 | — | |||||||||||
Other | 9,873 | 10,278 | |||||||||||
Valuation allowance | (2,605 | ) | (14,832 | ) | |||||||||
Current deferred tax liabilities: | |||||||||||||
Accrued liabilities and reserves | (751 | ) | (1,661 | ) | |||||||||
Other | (2,299 | ) | (290 | ) | |||||||||
Total net current deferred tax assets | 15,954 | 549 | |||||||||||
Non-current deferred tax assets: | |||||||||||||
Net operating loss carryforwards | $ | 195,440 | $ | 249,908 | |||||||||
Capital loss carryforward | — | 1,909 | |||||||||||
Alternative minimum tax carryforward | 14,988 | 14,973 | |||||||||||
Accrued liabilities and reserves | 7,602 | 3,978 | |||||||||||
Subscriber base and other intangible assets | 36,586 | 54,860 | |||||||||||
Other | 22,919 | 13,978 | |||||||||||
Valuation allowance | (35,990 | ) | (290,604 | ) | |||||||||
Non-current deferred tax liabilities: | |||||||||||||
Subscriber base and other intangible assets | (41,544 | ) | (38,024 | ) | |||||||||
Accrued liabilities and reserves | (316 | ) | (3,094 | ) | |||||||||
Indefinite lived intangible assets | (1,925 | ) | (2,522 | ) | |||||||||
Other | (2,748 | ) | (7,583 | ) | |||||||||
Total net non-current deferred tax asset (liability) | 195,012 | (2,221 | ) | ||||||||||
Net deferred tax asset (liability) | $ | 210,966 | $ | (1,672 | ) | ||||||||
Effective Tax Rate. The effective rate of -65% differs from the federal statutory rate of 35% primarily due to the recording of a valuation allowance (as further described below), the impairment of non-deductible goodwill and state taxes. The valuation allowance recorded for the year ended December 31, 2013 decreased the effective tax rate by approximately 82%. The impairment of non-deductible goodwill decreased the effective tax rate by approximately 22%. The state items increased the effective tax rate by approximately 4% and primarily relate to changes to the Company's state deferred income tax rates and the resulting impact on the re-measurement of deferred tax assets and liabilities; and the reversal of state related uncertain tax positions in the current year due to statute expirations. The current tax benefit for the year ended December 31, 2013 was primarily related to expense for Canadian tax amounts payable, prior year state tax items and penalties and interest related to uncertain tax positions, which is offset with benefit from the current release of uncertain tax positions related to prior years. The non-cash deferred tax expense was due primarily to the recording of the valuation allowance and the impairment of tax deductible goodwill. | |||||||||||||
Valuation allowance. A deferred tax asset is reduced by a valuation allowance if based on the weight of all available evidence, it is more likely than not (a likelihood of more than 50%) that the value of such assets will not be realized. The valuation allowance should be sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized. The determination of whether a deferred tax asset is realizable is based on weighting all available evidence, including both positive and negative evidence. The realization of deferred tax assets, including carryforwards and deductible temporary differences, depends upon the existence of sufficient taxable income of the same character during the carryback or carryforward period. All sources of taxable income available to realize the deferred tax asset, including the future reversal of existing temporary differences, future taxable income exclusive of reversing temporary differences and carryforwards, taxable income in carryback years and tax-planning strategies, should be considered. | |||||||||||||
During the three months ended December 31, 2013, the Company entered into a cumulative loss position. For purposes of assessing the realization of the deferred tax assets, this cumulative loss position is considered significant negative evidence. This cumulative taxable loss position, along with the evaluation of all sources of taxable income available to realize the deferred tax asset, has caused management to conclude that the Company will not be able to fully realize its deferred tax assets in the future. During the three months ended December 31, 2013, the Company recorded a $266.3 million, or $2.61 per share, non-cash charge to record a valuation allowance against its deferred tax assets, which is included in the income tax provision in the Consolidated Statement of Comprehensive Loss. As of December 31, 2013, the Company has recorded a valuation allowance of $305.4 million against its net deferred tax asset, exclusive of its deferred tax liabilities with indefinite useful lives. | |||||||||||||
The valuation of deferred tax assets requires judgment based on the weight of all available evidence. During the fourth quarter of 2013, management reassessed its projections of future taxable income. This change in projections, coupled with its cumulative loss position caused management to modify its assessment of the realizability of its deferred tax asset and conclude that a full valuation allowance, exclusive of its deferred tax liabilities with indefinite useful lives, was necessary. | |||||||||||||
Management will reassess the realization of the deferred tax assets each reporting period. To the extent that the financial results of the Company improve and the deferred tax asset becomes realizable, the Company will reduce the valuation allowance through earnings. | |||||||||||||
Deferred tax assets and NOLs. As of December 31, 2012 and 2013, the Company had gross NOLs for federal income tax purposes totaling approximately $493.6 million and $620.8 million, respectively, which begin to expire in 2020. Of these federal NOLs approximately $350.5 million were limited under Internal Revenue Code Section 382 in 2012 and 2013. As of December 31, 2012 and 2013, the Company had net NOLs for state income tax purposes totaling approximately $23.4 million and $32.6 million, respectively, which started to expire in 2013. Under the Tax Reform Act of 1986, the Company's ability to use its federal and state NOLs and federal and state tax credit carry forwards to reduce future taxable income and future taxes, respectively, is subject to restrictions attributable to equity transactions that have resulted in a change of ownership as defined in Internal Revenue Code Section 382. As a result, the NOL amounts as of December 31, 2013 reflect the restriction on the Company's ability to use its acquired federal and state NOLs; however, the Company continues to evaluate potential changes to the Section 382 limitations associated with acquired federal and state NOLs. The utilization of these NOLs could be further restricted in future periods which could result in significant amounts of these NOLs expiring prior to benefiting the Company. | |||||||||||||
Future transactions and the timing of such transactions could cause an ownership change under Section 382 of the Internal Revenue Code. Such transactions may include our share repurchase program, additional issuances of common stock by us , and acquisitions or sales of shares by certain holders of our shares, including persons who have held, currently hold, or may accumulate in the future five percent or more of our outstanding stock. Many of these transactions are beyond our control. | |||||||||||||
As of December 31, 2012 and 2013, the Company had alternative minimum tax credits of approximately $15.0 million and $15.0 million. These credits do not have an expiration date. As of December 31, 2013, the Company had capital loss carryforwards of approximately $1.9 million which will expire as of December 31, 2018 if unused. | |||||||||||||
Uncertain tax positions. The Company has identified its federal tax return and its state tax returns in Alabama, Georgia, California, New York, Massachusetts, Pennsylvania, and Texas as material tax jurisdictions for purposes of calculating its uncertain tax positions. Periods extending back to 1997 are still subject to examination for all material jurisdictions. The Company believes that its income tax filing positions and deductions through the period ended December 31, 2013 will not result in a material adverse effect on the Company’s financial condition, results of operations or cash flow. The Company’s policy for recording interest and penalties associated with uncertain tax positions is to record such items as a component of income tax expense. As of December 31, 2012 and 2013, $0.7 million and $0.5 million, respectively, of interest and $0.8 million and $0.8 million of penalties, respectively, had been accrued. | |||||||||||||
A reconciliation of changes in the amount of unrecognized tax benefits for the years ended December 31, 2011, 2012 and 2013 is as follows: | |||||||||||||
Year Ended December 31, | |||||||||||||
2011 | 2012 | 2013 | |||||||||||
(in thousands) | |||||||||||||
Balance as of January 1 | $ | 18,367 | $ | 24,560 | $ | 23,400 | |||||||
Additions for tax positions of prior years | 192 | 19 | 63 | ||||||||||
Adjustments to tax positions under purchase accounting | 7,812 | 399 | — | ||||||||||
Decreases for tax positions related to prior years | (1,811 | ) | (1,578 | ) | (1,835 | ) | |||||||
Balance as of December 31 | $ | 24,560 | $ | 23,400 | $ | 21,628 | |||||||
During the year ended December 31, 2012, $0.4 million of uncertain tax positions resulting from the acquisition of One Communications were recorded through acquisition accounting. | |||||||||||||
As of December 31, 2013, it is reasonably possible that approximately $5.5 million of the total uncertain tax positions recorded will reverse within the next twelve months, primarily due to the expiration of statutes of limitation in various jurisdictions. Of the total uncertain tax positions recorded on the balance sheet, $5.7 million would impact the effective tax rate once settled. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Commitments and Contingencies | ' | |||
Commitments and Contingencies | ||||
Leases | ||||
The Company leases certain of its facilities under various non-cancelable operating leases. The facility leases generally require the Company to pay operating costs, including property taxes, insurance and maintenance, and generally contain annual escalation provisions as well as renewal options. Total rent expense (including operating expenses) during the years ended December 31, 2011, 2012 and 2013 for all operating leases, excluding rent and operating expenses associated with facilities exited as part of the Company's restructuring plans, was $13.7 million, $14.2 million and $14.0 million, respectively. | ||||
Minimum lease commitments (including estimated operating expenses) under non-cancelable leases, including commitments associated with facilities exited as part of the Company's restructuring plans, as of December 31, 2013 are as follows: | ||||
Year Ending December 31, | (in thousands) | |||
2014 | $ | 40,436 | ||
2015 | 27,985 | |||
2016 | 23,949 | |||
2017 | 22,458 | |||
2018 | 24,648 | |||
Thereafter | 42,241 | |||
Total minimum lease payments, including estimated operating expenses | 181,717 | |||
Less aggregate contracted sublease income | (6,310 | ) | ||
$ | 175,407 | |||
Purchase commitments | ||||
The Company has entered into agreements with vendors to purchase certain telecommunications services and equipment under non-cancelable agreements. The Company also has minimum commitments under network access agreements with several carriers and obligations for certain advertising spending under non-cancelable agreements. In addition, the Company has certain commitments regarding employee agreements. The following table summarizes commitments under these agreements as of December 31, 2013: | ||||
Year Ending December 31, | (in thousands) | |||
2014 | $ | 50,603 | ||
2015 | 28,803 | |||
2016 | 14,358 | |||
2017 | 3,804 | |||
2018 | 2,323 | |||
Thereafter | 7,069 | |||
Total | $ | 106,960 | ||
Legal proceedings and other disputes | ||||
General. The Company is party to various legal proceedings and other disputes arising in the normal course of business, including, but not limited to, regulatory audits, trademark and patent infringement, billing disputes, rights of access, tax, consumer protection, employment and tort. The Company accrues for such matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Where it is probable that a liability has been incurred and there is a range of expected loss for which no amount in the range is more likely than any other amount, the Company accrues at the low end of the range. The Company reviews its accruals each reporting period. | ||||
The Company's management believes that there are no disputes, litigation or other legal proceedings, audits or disputes asserted or pending against the Company that could have, individually or in the aggregate, a material adverse effect on its financial position, results of operations or cash flows, and believes that adequate provision for any probable and estimable losses has been made in the Company's consolidated financial statements. However, the ultimate result of any current or future litigation or other legal proceedings, audits or disputes is inherently unpredictable and could result in liabilities that are higher than currently predicted. | ||||
Regulatory audits. The Company is subject to regulatory audits in the ordinary course of business with respect to various matters, including audits by the Universal Service Administrative Company on universal service fund assessments and payments. These audits can cover periods for several years prior to the date the audit is undertaken and could result in the imposition of liabilities, interest and penalties if the Company's positions are not accepted by the auditing entity. The Company's financial statements contain reserves for certain of such potential liabilities. During the second quarter of 2012, the Company recorded an $8.3 million charge as cost of revenue to increase its reserves for regulatory audits, primarily an audit that was conducted by the Universal Service Administrative Company on previous ITC^DeltaCom Universal Service Fund assessments and payments, because the amount became probable and estimable during the period. During the third quarter of 2013, the Company recorded a $7.2 million favorable adjustment to its reserves for regulatory audits due to final interpretation and resolution of certain regulatory audits, primarily the audit that was conducted by the Universal Service Administrative Company. | ||||
Patents. From time to time, the Company receives notices of infringement of patent rights from parties claiming to own patents related to certain of the Company's services and products. Certain of these claims are made by patent holding companies that are not operating companies. The alleging parties generally seek royalty payments for prior use as well as future royalty streams. Most of these matters are in preliminary stages. The Company intends to vigorously defend its position with respect to these matters. | ||||
Billing disputes. The Company is periodically involved in disputes related to its billings to other carriers for access to its network. The Company does not recognize revenue related to such matters until the period that it is reasonably assured of the collection of these claims. In the event that a claim is made related to revenues previously recognized, the Company assesses the validity of the claim and adjusts the amount of revenue being recognized to the extent that the claim adjustment is considered probable and estimable. | ||||
The Company periodically disputes network access charges that it is assessed by other companies with which the Company interconnects. The Company maintains adequate reserves for anticipated exposure associated with these billing disputes. The reserves are subject to changes in estimates and management judgment as new information becomes available. In view of the length of time historically required to resolve these disputes, they may be resolved or require adjustment in future periods and relate to costs invoiced, accrued or paid in prior periods. While the Company believes its reserves for billing disputes are adequate, it is reasonably possible that the Company could record additional expense of up to $3.5 million for unrecorded disputed amounts. | ||||
Regulation | ||||
The Company's services are subject to varying degrees of federal, state and local regulation. These regulations are subject to ongoing proceedings at federal and state administrative agencies or within state and federal judicial systems. Results of these proceedings could change, in varying degrees, the manner in which the Company operates. The Company cannot predict the outcome of these proceedings or their effect on the Company's industry generally or upon the Company specifically. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||
Fair Value Measurements | ' | |||||||||||||||||||
Fair Value Measurements | ||||||||||||||||||||
Fair value is defined 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 (an exit price). A three-tier fair value hierarchy is used to prioritize the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as observable inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions. | ||||||||||||||||||||
Assets measured at fair value on a recurring basis | ||||||||||||||||||||
As of December 31, 2012, the Company held certain assets that are required to be measured at fair value on a recurring basis. These included the Company’s cash equivalents and marketable securities. The following table presents the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2012: | ||||||||||||||||||||
Fair Value Measurements as of December 31, 2012 Using | ||||||||||||||||||||
Description | Carrying | Fair | Quoted Prices | Significant | Significant | |||||||||||||||
Value | Value | in Active | Other | Unobservable | ||||||||||||||||
Markets for | Observable | Inputs | ||||||||||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Cash equivalents | $ | 27,854 | $ | 27,854 | $ | 27,854 | $ | — | $ | — | ||||||||||
Government and agency securities | 30,181 | 30,181 | — | 30,181 | — | |||||||||||||||
Corporate debt securities | 5,314 | 5,314 | — | 5,314 | — | |||||||||||||||
Commercial paper | 9,293 | 9,293 | — | 9,293 | — | |||||||||||||||
Certificates of deposit | 1,552 | 1,552 | — | 1,552 | — | |||||||||||||||
Municipal bonds | 511 | 511 | — | 511 | — | |||||||||||||||
Total | $ | 74,705 | $ | 74,705 | $ | 27,854 | $ | 46,851 | $ | — | ||||||||||
As of December 31, 2012, the Company classified its cash equivalents within Level 1 because these securities were valued based on quoted market prices in active markets. The Company classified its government and agency securities, corporate debt securities, commercial paper and certificates of deposit within Level 2 because these securities were valued based on quoted prices in markets that are less active, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency. The Company utilized an independent pricing service to assist in obtaining fair-value pricing for its Level 2 securities. Where observable market data was available, the pricing service used a weighted average price from a variety of data providers. Where observable market data was not readily available, the pricing service used a pricing model appropriate to the type and structure of the security. The Company periodically evaluated the reasonableness of these models. | ||||||||||||||||||||
Assets and liabilities measured at fair value on a nonrecurring basis | ||||||||||||||||||||
Disclosures are required for certain assets and liabilities that are measured at fair value on a nonrecurring basis in periods subsequent to initial recognition. Such measurements of fair value relate primarily to long-lived asset impairments. During the first quarter of 2013, the Company recognized a $256.7 million non-cash impairment charge to goodwill related to its Business Services reporting unit. See Note 9, "Goodwill and Other Intangible Assets," for more information regarding the impairment of good will and the fair value methodology. There were no other material long-lived asset impairments during the years ended December 31, 2011, 2012 and 2013. | ||||||||||||||||||||
Fair value of debt | ||||||||||||||||||||
The estimated fair values of the Company’s debt was determined based on Level 2 input using observable market prices in less active markets. The following table presents the fair value of the Company’s debt, excluding capital leases, as of December 31, 2012 and 2013: | ||||||||||||||||||||
As of December 31, 2012 | As of December 31, 2013 | |||||||||||||||||||
Carrying | Carrying | |||||||||||||||||||
Amount | Fair Value | Amount | Fair Value | |||||||||||||||||
(in thousands) | ||||||||||||||||||||
EarthLink Senior Secured Notes | $ | — | $ | — | $ | 300,000 | $ | 303,663 | ||||||||||||
EarthLink Senior Notes | 291,182 | 315,000 | 292,238 | 304,470 | ||||||||||||||||
ITC^DeltaCom Notes | 307,994 | 306,915 | — | — | ||||||||||||||||
Total debt, excluding capital leases | $ | 599,176 | $ | 621,915 | $ | 592,238 | $ | 608,133 | ||||||||||||
Supplemental_Disclosure_of_Cas
Supplemental Disclosure of Cash Flow Information | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Supplemental Disclosure of Cash Flow Information [Abstract] | ' | ||||||||||||
Supplemental Disclosure of Cash Flow Information | ' | ||||||||||||
Supplemental Disclosure of Cash Flow Information | |||||||||||||
Year Ended December 31, | |||||||||||||
2011 | 2012 | 2013 | |||||||||||
(in thousands) | |||||||||||||
Cash paid during the year for interest | $ | 59,170 | $ | 66,513 | $ | 62,309 | |||||||
Cash paid during the year for income taxes | 4,375 | 2,910 | 1,316 | ||||||||||
Segment_Information
Segment Information | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||
Segment Information | ' | |||||||||||
Segment Information | ||||||||||||
The Company reports segment information along the same lines that its chief executive officer reviews its operating results in assessing performance and allocating resources. The Company operates two reportable segments, Business Services and Consumer Services. The Company’s Business Services segment provides a broad range of data, voice and IT services to retail and wholesale business customers. The Company’s Consumer Services segment provides nationwide Internet access and related value-added services to residential customers. | ||||||||||||
The Company evaluates performance of its segments based on segment operating income. Segment operating income includes revenues from external customers, related cost of revenues and operating expenses directly attributable to the segment, which include costs over which segment managers have direct discretionary control, such as advertising and marketing programs, customer support expenses, product development expenses, certain technology and facilities expenses, billing operations and provisions for doubtful accounts. Segment operating income excludes other income and expense items and certain expenses over which segment managers do not have discretionary control. Costs excluded from segment operating income include various corporate expenses (consisting of certain costs such as corporate management, human resources, finance and legal), depreciation and amortization, impairment of goodwill and intangible assets, restructuring, acquisition and integration-related costs, and stock-based compensation expense, as they are not considered in the measurement of segment performance. | ||||||||||||
Information on reportable segments and a reconciliation to consolidated income from operations for the years ended December 31, 2011, 2012 and 2013 is as follows: | ||||||||||||
Year Ended December 31, | ||||||||||||
2011 | 2012 | 2013 | ||||||||||
(in thousands) | ||||||||||||
Business Services | ||||||||||||
Revenues | $ | 924,698 | $ | 1,017,425 | $ | 964,227 | ||||||
Cost of revenues (excluding depreciation and amortization) | 463,782 | 527,514 | 506,245 | |||||||||
Gross margin | 460,916 | 489,911 | 457,982 | |||||||||
Direct segment operating expenses | 293,211 | 332,542 | 342,630 | |||||||||
Segment operating income | $ | 167,705 | $ | 157,369 | $ | 115,352 | ||||||
Consumer Services | ||||||||||||
Revenues | $ | 375,845 | $ | 317,710 | $ | 276,379 | ||||||
Cost of revenues (excluding depreciation and amortization) | 117,482 | 105,102 | 94,497 | |||||||||
Gross margin | 258,363 | 212,608 | 181,882 | |||||||||
Direct segment operating expenses | 73,293 | 67,526 | 50,623 | |||||||||
Segment operating income | $ | 185,070 | $ | 145,082 | $ | 131,259 | ||||||
Consolidated | ||||||||||||
Revenues | $ | 1,300,543 | $ | 1,335,135 | $ | 1,240,606 | ||||||
Cost of revenues | 581,264 | 632,616 | 600,742 | |||||||||
Gross margin | 719,279 | 702,519 | 639,864 | |||||||||
Direct segment operating expenses | 366,504 | 400,068 | 393,253 | |||||||||
Segment operating income | 352,775 | 302,451 | 246,611 | |||||||||
Depreciation and amortization | 159,993 | 183,165 | 183,114 | |||||||||
Impairment of goodwill | — | — | 255,599 | |||||||||
Restructuring, acquisition and integration-related costs | 32,068 | 18,244 | 40,030 | |||||||||
Corporate operating expenses | 31,070 | 29,019 | 32,817 | |||||||||
Income (loss) from operations | $ | 129,644 | $ | 72,023 | $ | (264,949 | ) | |||||
The Company manages its working capital on a consolidated basis and does not allocate long-lived assets to segments. In addition, segment assets are not reported to, or used by, the chief operating decision maker and therefore, total segment assets have not been disclosed. | ||||||||||||
The Company has not provided information about geographic segments because substantially all of the Company’s revenues, results of operations and identifiable assets are in the United States. | ||||||||||||
Information on revenues by groups of similar services and by segment for the years ended December 31, 2011, 2012 and 2013 is as follows: | ||||||||||||
Year Ended December 31, | ||||||||||||
2011 | 2012 | 2013 | ||||||||||
(in thousands) | ||||||||||||
Business Services | ||||||||||||
Retail services | $ | 766,098 | $ | 845,664 | $ | 793,940 | ||||||
Wholesale services | 136,224 | 151,910 | 151,071 | |||||||||
Other services | 22,376 | 19,851 | 19,216 | |||||||||
Total revenues | 924,698 | 1,017,425 | 964,227 | |||||||||
Consumer Services | ||||||||||||
Access services | 323,998 | 269,533 | 231,448 | |||||||||
Value-added services | 51,847 | 48,177 | 44,931 | |||||||||
Total revenues | 375,845 | 317,710 | 276,379 | |||||||||
Total Revenues | $ | 1,300,543 | $ | 1,335,135 | $ | 1,240,606 | ||||||
The Company’s Business Services segment earns revenue by providing a broad range of data, voice and IT services to retail and wholesale business customers. The Company presents its Business Services revenue in the following three categories: (1) retail services, which includes data, voice and IT services provided to business customers; (2) wholesale services, which includes the sale of transmission capacity to other telecommunications carriers and businesses; and (3) other services, which primarily consists of web hosting. The Company's IT services, which are included within its retail services, include data centers, virtualization, security, applications, premises-based solutions, managed solutions and support services. Revenues generally consist of recurring monthly charges for such services; usage fees; installation fees; termination fees; and administrative fees. | ||||||||||||
The Company’s Consumer Services segment earns revenue by providing nationwide Internet access and related value-added services to residential customers. The Company presents its Consumer Services revenue in the following two categories: (1) access services, which includes narrowband and broadband Internet access services; and (2) value-added services, which includes revenues from ancillary services sold as add-on features to EarthLink’s Internet access services, such as security products, premium email only, home networking and email storage; search revenues; and advertising revenues. Revenues generally consist of recurring monthly charges for such services; usage fees; installation fees; termination fees; and fees for equipment. |
Quarterly_Financial_Data_Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||||||
Quarterly Financial Data (Unaudited) | ' | ||||||||||||||||||||||||||||||||
Quarterly Financial Data (Unaudited) | |||||||||||||||||||||||||||||||||
The following table sets forth certain unaudited quarterly consolidated financial data for the eight quarters in the period ended December 31, 2013. In the opinion of the Company's management, this unaudited information has been prepared on the same basis as the audited consolidated financial statements and includes all material adjustments (consisting of normal recurring accruals and adjustments) necessary to present fairly the quarterly unaudited financial information. The operating results for any quarter are not necessarily indicative of results for any future period. | |||||||||||||||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||||||||||||||
Mar. 31, | June 30, | Sept. 30, | Dec. 31, | Mar. 31, | June 30, | Sept. 30, | Dec. 31, | ||||||||||||||||||||||||||
2012 | 2012 | 2012 | 2012 | 2013 | 2013 | 2013 | 2013 | ||||||||||||||||||||||||||
(unaudited) | |||||||||||||||||||||||||||||||||
(in thousands, except per share data) | |||||||||||||||||||||||||||||||||
Revenues | $ | 341,091 | $ | 334,479 | $ | 330,839 | $ | 328,726 | $ | 316,788 | $ | 313,401 | $ | 308,578 | $ | 301,839 | |||||||||||||||||
Cost of revenues | 157,048 | 165,554 | 155,343 | 154,671 | 152,866 | 152,938 | 144,760 | 150,178 | |||||||||||||||||||||||||
Income (loss) from operations (1) | 27,377 | 14,726 | 15,862 | 14,058 | (252,872 | ) | 3,935 | (1,710 | ) | (14,302 | ) | ||||||||||||||||||||||
Loss from discontinued operations, net of tax (2) | (709 | ) | (499 | ) | (491 | ) | (719 | ) | (1,105 | ) | (292 | ) | (225 | ) | (339 | ) | |||||||||||||||||
Net income (loss) (1)(3) | 7,263 | (1,106 | ) | 1,372 | (9 | ) | (236,415 | ) | (11,201 | ) | (11,338 | ) | (279,873 | ) | |||||||||||||||||||
Net income (loss) per share (4): | |||||||||||||||||||||||||||||||||
Basic | $ | 0.07 | $ | (0.01 | ) | $ | 0.01 | $ | — | $ | (2.30 | ) | $ | (0.11 | ) | $ | (0.11 | ) | $ | (2.74 | ) | ||||||||||||
Diluted | $ | 0.07 | $ | (0.01 | ) | $ | 0.01 | $ | — | $ | (2.30 | ) | $ | (0.11 | ) | $ | (0.11 | ) | $ | (2.74 | ) | ||||||||||||
_______________________________________________________________________________ | |||||||||||||||||||||||||||||||||
-1 | Loss from operations and net loss for the three months ended March 31, 2013 includes a $255.6 million non-cash impairment charge to goodwill related to the Company's Business Services reporting unit. The impairment was based on an analysis of a number of factors after a decline in the Company's market capitalization following the announcement of its fourth quarter 2012 earnings and 2013 financial guidance. | ||||||||||||||||||||||||||||||||
-2 | The operating results of the Company's telecom systems business acquired as part of ITC^DeltaCom have been separately presented as discontinued operations for all periods presented. On August 2, 2013, the Company sold its telecom systems business. | ||||||||||||||||||||||||||||||||
-3 | Net loss for the three months ended December 31, 2013 includes a non-cash charge of $266.3 million to establish a valuation allowance related to the Company's deferred tax assets. These deferred tax assets related primarily to net operating loss carryforwards which the Company determined it would not "more-likely-than-not" be able to utilize. | ||||||||||||||||||||||||||||||||
-4 | The quarterly net income per share amounts will not necessarily add to the net income per share computed for the year because of the method used in calculating per share data. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Accounting Policies [Abstract] | ' | ||
Basis of Consolidation | ' | ||
Basis of Consolidation | |||
The consolidated financial statements of EarthLink include the accounts of its wholly-owned subsidiaries. All significant intercompany transactions have been eliminated. | |||
Discontinued Operations | ' | ||
Discontinued Operations | |||
The operating results of the Company's telecom systems business acquired as part of ITC^DeltaCom, Inc. ("ITC^DeltaCom") have been separately presented as discontinued operations for all periods presented. See Note 6, "Discontinued Operations," for further discussion. | |||
Reclassifications | ' | ||
Reclassifications | |||
Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. | |||
Use of Estimates | ' | ||
Use of Estimates | |||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the consolidated financial statements and accompanying footnotes. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to the allowance for doubtful accounts; revenue reserves for billings to other carriers; expected results of disputed vendor charges for cost of services; the use, recoverability, and/or realizability of certain assets, including deferred tax assets; useful lives of intangible assets and property and equipment; the fair values of assets acquired and liabilities assumed in acquisitions of businesses, including acquired intangible assets; facility exit and restructuring liabilities; fair values of investments; stock-based compensation expense; unrecognized tax benefits; and contingent liabilities. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable. | |||
Business Combinations | ' | ||
Business Combinations | |||
The Company accounts for business combinations by recognizing all of the assets acquired and liabilities assumed at the acquisition date fair value. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, the Company's estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to the Company's Consolidated Statements of Comprehensive Income (Loss). | |||
Cash and Cash Equivalents | ' | ||
Cash and Cash Equivalents | |||
Cash and cash equivalents consist of cash and highly liquid investments with original maturities of three months or less at the date of acquisition. Cash equivalents are stated at amortized cost, which approximates fair value. | |||
Restricted Cash | ' | ||
Restricted Cash | |||
The Company classifies any cash or investments that collateralize outstanding letters of credit or certain operating or performance obligations of the Company as restricted cash. Restricted cash is classified according to the duration of the restriction and the purpose for which the restriction exists. | |||
Marketable Securities | ' | ||
Marketable Securities | |||
Marketable securities consist of investments with original maturities greater than three months at the date of acquisition. Marketable securities with maturities less than one year from the balance sheet date are classified as short-term marketable securities. Marketable securities with maturities greater than one year from the balance sheet date are classified as long-term marketable securities. These investments primarily consist of corporate debt securities, government and agency notes (which include U.S. treasury securities and government-sponsored debt securities), commercial paper, certificates of deposit and municipal bonds. These securities are classified as available for sale. Available-for-sale securities are carried at fair value, with any unrealized gains and losses, net of tax, included in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity and in total comprehensive income (loss). Amounts reclassified out of accumulated other comprehensive income (loss) into earnings are determined on a specific identification basis. Realized gains and losses on marketable securities are determined on a specific identification basis and included in interest expense and other, net, in the Consolidated Statements of Comprehensive Income (Loss). | |||
Allowance for Doubtful Accounts | ' | ||
Allowance for Doubtful Accounts | |||
The Company maintains an allowance for doubtful accounts for accounts receivable amounts that may not be collectible. In assessing the adequacy of the allowance for doubtful accounts, management considers a number of factors, including the aging of the accounts receivable balances, historical collection experience and a specific customer's ability to meet its financial obligations to the Company. If the financial condition of EarthLink's customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. Allowances for doubtful accounts are recorded as a selling, general and administrative expense in the Consolidated Statements of Comprehensive Income (Loss). | |||
Inventories | ' | ||
Inventories | |||
Inventories consist of finished goods and are stated at the lower of cost or market value, using the first-in, first-out method. Inventories are included in other current assets in the Consolidated Balance Sheets. | |||
Property and Equipment | ' | ||
Property and Equipment | |||
Property and equipment are stated at cost less accumulated depreciation. Property and equipment acquired in connection with business combinations are recorded at acquisition date fair value. The costs of additions, replacements and substantial improvements are capitalized, while the costs for maintenance and repairs are charged to operating expense as incurred. Upon retirements or sales, the original cost and related accumulated depreciation are removed from the respective accounts and any gains and losses are included in depreciation and amortization expense in the Consolidated Statements of Comprehensive Income (Loss). Upon impairment, the Company accelerates depreciation of the asset and such cost is included in also included in depreciation and amortization expense in the Consolidated Statements of Comprehensive Income (Loss). | |||
Depreciation expense is determined using the straight-line method over the estimated useful lives of the various asset classes. Leasehold improvements are depreciated using the straight-line method over the shorter of the estimated useful life or the remaining term of the lease. When leases are extended, the remaining useful lives of leasehold improvements are increased as appropriate, but not for a period in excess of the remaining lease term. The estimated useful lives of property and equipment are as follows: | |||
Buildings | 15–30 years | ||
Communications and fiber optic network | 10–20 years | ||
Computer equipment and software | 2–5 years | ||
Office and other equipment | 2–5 years | ||
Customer acquisition costs | 31–36 months | ||
Leasehold improvements | Shorter of estimated useful life or lease term | ||
The Company capitalizes costs directly related to the design, deployment and expansion of its network and operating support systems, including employee-related costs. The Company also capitalizes customer installation and acquisition costs related to its Business Services customers to the extent they are recoverable. Customer installation costs represent nonrecurring fees paid to other telecommunications carriers for services performed by the carriers when the Company orders last mile facilities in connection with new customers acquired by the Company. Customer acquisition costs include internal personnel costs directly associated with the provisioning of new customer orders. Such customer acquisition costs represent incremental direct costs incurred by the Company that would not have been incurred absent a new customer contract. Customer installation and acquisition costs are amortized over the actual weighted average initial contract terms of contracts initiated each month, assuming a customer churn factor. | |||
Goodwill and Other Intangible Assets | ' | ||
Goodwill and Other Intangible Assets | |||
Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations accounted for under the purchase method of accounting. The Company does not amortize goodwill. The Company tests its goodwill annually during the fourth quarter of its fiscal year or when events and circumstances indicate that those assets might have an other than temporary impairment. Impairment testing of goodwill is required at the reporting unit level (operating segment or one level below operating segment) and involves a two-step process. Prior to performing the two-step impairment test, the Company may make a qualitative assessment of the likelihood of goodwill impairment in order to determine whether a detailed quantitative analysis is required. The first step of the impairment test involves comparing the estimated fair values of the Company's reporting units with the reporting units' carrying amounts, including goodwill. The Company estimates the fair value of the reporting unit using discounted expected future cash flows. If the carrying amount of the reporting unit exceeds its fair value, a second step is performed to compare the carrying amount of goodwill to the implied fair value of that goodwill. If the carrying amount of goodwill exceeds the implied fair value of that goodwill, an impairment loss would be recognized in an amount equal to the excess. | |||
Other intangible assets consist primarily of customer relationships, developed technology and software, trade names and other assets acquired in conjunction with the purchases of businesses or purchases of assets from other companies. When management determines material intangible assets are acquired in conjunction with the purchase of a business, the Company determines the fair values of the identifiable intangible assets by taking into account management's own analysis and an independent third party valuation specialist's appraisal. Intangible assets determined to have definite lives are amortized over their estimated useful lives. The Company had no indefinite-lived intangible assets as of December 31, 2012 and 2013. | |||
Long-Lived Assets | ' | ||
Long-Lived Assets | |||
The Company evaluates the recoverability of long-lived assets, including property and equipment and purchased definite-lived intangible assets, for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used or a significant adverse change that would indicate the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss, if any, based on the difference between the carrying amount and fair value. Long-lived assets held for sale are reported at the lower of cost or fair value less costs to sell. | |||
Leases | ' | ||
Leases | |||
The Company categorizes leases at their inception as either operating or capital leases depending on certain criteria. Certain of the Company's operating lease agreements include scheduled rent escalations or rent holiday over the term of the lease. The Company recognizes rent expense on a straight-line basis over the term of the lease. The difference between rent expense and rent paid is recorded as deferred rent and included in other liabilities in the Consolidated Balance Sheets. Incentives granted under certain leases are treated as a reduction of the Company's rent expense on a straight-line basis over the term of the related lease agreement. Leasehold improvements funded by the lessor under operating leases are recorded as leasehold improvements and deferred rent. | |||
Asset Retirement Obligations | ' | ||
Asset Retirement Obligations | |||
The Company has asset retirement obligations associated with certain assets within leased facilities that the Company is contractually obligated to retire upon termination of the associated lease agreement and the return of facilities to pre-lease condition. The fair value of the obligation is also capitalized as property and equipment and amortized over the estimated useful life of the associated asset. | |||
Revenue Recognition | ' | ||
Revenue Recognition | |||
General. EarthLink recognizes revenue when persuasive evidence of an arrangement exists, services have been provided or products have been delivered, the sales price is fixed or determinable and collectibility is reasonably assured. EarthLink's customers generally pay in advance for their services, and revenue is recognized ratably over the service period. Advance payments from customers for invoiced services that have not yet been performed are recorded as deferred revenue in the Consolidated Balance Sheets. | |||
The Company's Business Services segment earns revenue by providing a broad range of data, voice and IT services to retail and wholesale business customers. The Company presents its Business Services revenue into the following categories: (1) retail services, which includes data, voice and IT services provided to businesses and enterprise organizations; (2) wholesale services, which includes the sale of transmission capacity to other telecommunications carriers; and (3) other services, which includes web hosting. Revenues generally consist of recurring monthly charges for such services; usage fees; installation fees; equipment fees; termination fees; and administrative fees. | |||
The Company's Consumer Services segment earns revenue by providing nationwide Internet access and related value-added services. The Company presents its Consumer Services revenue into the following categories: (1) access services, which includes narrowband and broadband Internet access services and (2) value-added services, which includes revenues from ancillary services sold as add-on features to EarthLink's Internet access services, such as security products, premium email only, home networking and email storage; search revenues; and advertising revenues. Revenues generally consist of recurring monthly charges for such services; usage fees; installation fees; termination fees; and fees for equipment. | |||
Multiple element arrangements. Revenues may be part of multiple element arrangements, such as equipment sold with data and voices services. For multiple element arrangements, the Company separates deliverables into units of accounting and recognizes revenue for each unit of accounting based on evidence of each unit's relative selling price to the total arrangement consideration, assuming all other revenue recognition criteria have been met. Each deliverable is considered a separate unit of accounting if the delivered item has stand-alone value to the customer. The Company uses a hierarchy to determine the selling price to be used for allocating revenue to deliverables: 1) the price the Company sells the same unit for when the Company sells it separately; 2) the price another vendor would sell a generally interchangeable item; or 3) the Company's best estimate of the stand-alone price. | |||
Gross versus net revenue recognition. The Company offers certain services that are provided by third-party vendors. When the Company is the primary obligor in a transaction, has latitude in establishing prices, is the party determining the service specifications or has several but not all of these indicators, the Company records the revenue on a gross basis. If the Company is not the primary obligor and/or a third-party vendor has latitude in establishing prices, the Company records revenue associated with the related subscribers on a net basis, netting the cost of revenue associated with the service against the gross amount billed the customer and recording the net amount as revenue. | |||
Activation and installation. When the Company receives service activation and installation fee revenues in advance of the provision of services, the Company defers the service activation and installation fee revenues and amortizes them over the actual weighted average initial contract terms of contracts initiated each month, assuming a customer churn factor. The costs associated with such activation and installation activities are deferred and recognized as operating expense over the same period to the extent they are recoverable based on future revenues. | |||
Sales credit reserves. The Company makes estimates for potential future sales credits to be issued in respect of earned revenues, related to billing errors, service interruptions and customer disputes which are recorded as a reduction in revenue. The Company analyzes historical credit activity and changes in customer demands related to current billing and service interruptions when evaluating its credit reserve requirements. The Company reserves known billing errors and service interruptions as incurred. The Company reviews customer disputes and reserves against those we believe to be valid claims. The Company also estimates a sales credit reserve related to unknown billing errors and disputes based on historical credit activity. | |||
Taxes Collected from Customers and Remitted to Governmental Authorities | ' | ||
Taxes Collected from Customers and Remitted to Governmental Authorities | |||
The Company currently records all taxes billed to its customers and remitted to governmental authorities, including Universal Service Fund contributions and sales, use and excise taxes, on a net basis in the Consolidated Statements of Comprehensive Income (Loss). | |||
Cost of Revenues | ' | ||
Cost of Revenues | |||
Cost of revenues includes costs directly associated with providing products and services to the Company's customers. Cost of revenues does not include depreciation and amortization expense. Cost of revenues includes the cost of connecting customers to the Company's networks via leased facilities; the costs of leasing components of its network facilities; costs paid to third-party providers for interconnect access and transport services; the costs of equipment sold to customers; and other costs directly related to our network and IT services. The Company utilizes other carriers to provide services where the Company does not have facilities. The Company utilizes a number of different carriers to terminate its long distance calls outside of its network. | |||
These costs include an estimate of charges for which invoices have not yet been received, and are based upon the estimated number of transmission lines and facilities in service, estimated minutes of use and estimated amounts accrued for pending disputes with other carriers, as well as upon the contractual rates charged by the Company's service providers. Subsequent adjustments to these estimates may occur after the bills are received for the actual costs incurred, but these adjustments generally are not expected to be material to operating results. Experience indicates that the invoices that are received from other telecommunications providers are often subject to significant billing disputes. Experience also has shown that these disputes can require a significant amount of time to resolve given the complexities and regulatory issues affecting the vendor relationships. The Company maintains reserves for any anticipated exposure associated with these billing disputes. The reserves are reviewed on a monthly basis, but are subject to changes in estimates and management judgment as new information becomes available. Given the length of time the Company has historically required to resolve these disputes, disputes may be resolved or require adjustment in future periods and relate to costs invoiced, accrued or paid in prior periods. The Company believes its reserves are adequate. | |||
Selling, General and Administrative Expense | ' | ||
Selling, General and Administrative Expense | |||
The Company's selling, general and administrative expenses consist of expenses related to sales and marketing, customer service, network operations, information technology, regulatory, billing and collections, corporate administration, and legal and accounting. Such costs include salaries and related employee costs (including stock-based compensation), outsourced labor, professional fees, property taxes, travel, insurance, rent, advertising and other administrative expenses. | |||
Advertising Costs | ' | ||
Advertising Costs | |||
Advertising costs are expensed as incurred and included in selling, general and administrative expense in the Consolidated Statements of Comprehensive Income (Loss). | |||
Stock-Based Compensation | ' | ||
Stock-Based Compensation | |||
As of December 31, 2013, EarthLink had various stock-based compensation plans, which are more fully described in Note 13, "Stock-Based Compensation." | |||
Restructuring, Acquisition and Integration-related Costs | ' | ||
Restructuring, Acquisition and Integration-Related Costs | |||
Restructuring, acquisition and integration-related costs are expensed in the period in which the costs are incurred and the services are received. | |||
Post-Employment Benefits | ' | ||
Post-Employment Benefits | |||
Post-employment benefits primarily consist of the Company's severance plans. When the Company has either a formal severance plan or a history of consistently providing severance benefits representing a substantive plan, the Company recognizes severance costs when they are both probable and reasonably estimable. | |||
Interest Expense and Other, Net | ' | ||
Interest Expense and Other, Net | |||
Interest expense and other, net, is comprised of interest expense incurred on the Company's debt and capital leases; amortization of debt issuance costs, debt premiums and debt discounts; interest earned on the Company's cash, cash equivalents and marketable securities; and other miscellaneous income and expense items. | |||
Contingencies | ' | ||
Contingencies | |||
The Company is party to various legal proceedings and other disputes arising in the normal course of business, including, but not limited to, regulatory audits, trademark and patent infringement, billing disputes, rights of access, tax, consumer protection, employment and tort. The Company accrues for such matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Where it is probable that a liability has been incurred and there is a range of expected loss for which no amount in the range is more likely than any other amount, the Company accrues at the low end of the range. The Company reviews its accruals each reporting period. | |||
Income Taxes | ' | ||
Income Taxes | |||
The Company recognizes deferred tax assets and liabilities for the estimated future tax consequences attributable to differences between the financial reporting and tax bases of existing assets and liabilities. Deferred tax assets and liabilities are measured using tax rates in effect for the year in which the temporary differences are expected to reverse. A valuation allowance is recorded to reduce the carrying amounts of net deferred tax assets if it is "more-likely-than-not" that those assets will not be realized. EarthLink considers many factors when assessing the likelihood of future realization, including the Company's recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income, prudent and feasible tax planning strategies that are available, the carryforward periods available to the Company for tax reporting purposes and other relevant factors. | |||
The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax (provision) benefit in the Consolidated Statements of Comprehensive Income (Loss). | |||
Earnings Per Share | ' | ||
Earnings per Share | |||
Basic earnings per share represents net income (loss) divided by the weighted average number of common shares outstanding during the reported period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock, including stock options, restricted stock units and convertible debt (collectively "Common Stock Equivalents"), were exercised or converted into common stock. The dilutive effect of outstanding stock options, restricted stock units and convertible debt is reflected in diluted earnings per share by application of the treasury stock method. In applying the treasury stock method for stock-based compensation arrangements, the assumed proceeds are computed as the sum of the amount the employee must pay upon exercise, the amount of compensation cost attributed to future services and not yet recognized and the amount of excess tax benefits, if any, that would be credited to additional paid-in capital assuming exercise of the awards. | |||
Comprehensive Income | ' | ||
Comprehensive Income (Loss) | |||
Comprehensive income (loss) as presented in the Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2011, 2012 and 2013 includes unrealized gains and losses, net of tax, on certain investments classified as available-for-sale. | |||
Certain Risks and Concentrations | ' | ||
Certain Risks and Concentrations | |||
Credit Risk. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, marketable securities and trade receivables. In addition, credit risk for the Company's cash equivalents and marketable securities may be exacerbated by unfavorable economic conditions. If financial markets experience prolonged periods of decline, the value or liquidity of the Company's cash equivalents and marketable securities could decline and result in an other-than-temporary decline in fair value, which could adversely affect the Company's financial position, results of operations and cash flows. The Company's investment policy limits investments to investment grade instruments. As of December 31, 2013, the Company had no investments in marketable securities. | |||
Accounts receivable are typically unsecured and are derived from revenues earned from customers primarily located in the U.S. Credit risk with respect to trade receivables is limited because a large number of geographically diverse customers make up the customer base. Additionally, the Company maintains allowances for potential credit losses. As of December 31, 2012 and 2013, no customer accounted for more than 10% of gross accounts receivable. | |||
Supply Risk. The Company's business depends on the capacity, affordability, reliability and security of third-party network service providers. Only a small number of providers offer the network services the Company requires, and the majority of its network services are currently purchased from a limited number of network service providers. Although management believes that alternate network providers could be found in a timely manner, any disruption of these services could have a material adverse effect on the Company's financial position, results of operations and cash flows. | |||
Fair Value of Financial Instruments | ' | ||
Fair Value of Financial Instruments | |||
The carrying amounts of the Company's cash, cash equivalents, trade receivables and trade payables approximate their fair values because of their nature and respective durations. The Company's short- and long-term investments in marketable securities as of December 31, 2012 consisted of available-for-sale securities that were carried at fair value. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
Schedule of useful lives of property and equipment | ' | ||||||||||||
The estimated useful lives of property and equipment are as follows: | |||||||||||||
Buildings | 15–30 years | ||||||||||||
Communications and fiber optic network | 10–20 years | ||||||||||||
Computer equipment and software | 2–5 years | ||||||||||||
Office and other equipment | 2–5 years | ||||||||||||
Customer acquisition costs | 31–36 months | ||||||||||||
Leasehold improvements | Shorter of estimated useful life or lease term | ||||||||||||
Schedule of interest expense and other, net | ' | ||||||||||||
The following table presents the Company's interest expense and other, net, during the years ended December 31, 2011, 2012 and 2013: | |||||||||||||
Year Ended December 31, | |||||||||||||
2011 | 2012 | 2013 | |||||||||||
(in thousands) | |||||||||||||
Interest expense | $ | 74,949 | $ | 64,331 | $ | 60,495 | |||||||
Interest income | (4,678 | ) | (2,076 | ) | (84 | ) | |||||||
Other, net | 369 | 1,161 | 275 | ||||||||||
Interest expense and other, net | $ | 70,640 | $ | 63,416 | $ | 60,686 | |||||||
Earnings_per_Share_Tables
Earnings per Share (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
Schedule of computation for basic and diluted net income per share | ' | |||||||||||
The following table sets forth the computation for basic and diluted net income (loss) per share for the years ended December 31, 2011, 2012 and 2013: | ||||||||||||
Year Ended December 31, | ||||||||||||
2011 | 2012 | 2013 | ||||||||||
(in thousands, except per share data) | ||||||||||||
Numerator | ||||||||||||
Income (loss) from continuing operations | $ | 37,273 | $ | 9,938 | $ | (536,866 | ) | |||||
Loss from discontinued operations, net of tax | (2,706 | ) | (2,418 | ) | (1,961 | ) | ||||||
Net income (loss) | $ | 34,567 | $ | 7,520 | $ | (538,827 | ) | |||||
Denominator | ||||||||||||
Basic weighted average common shares outstanding | 108,098 | 105,221 | 102,599 | |||||||||
Dilutive effect of Common Stock Equivalents | 851 | 762 | — | |||||||||
Diluted weighted average common shares outstanding | 108,949 | 105,983 | 102,599 | |||||||||
Basic net income (loss) per share | ||||||||||||
Continuing operations | $ | 0.34 | $ | 0.09 | $ | (5.23 | ) | |||||
Discontinued operations | (0.03 | ) | (0.02 | ) | (0.02 | ) | ||||||
Basic net income (loss) per share | $ | 0.32 | $ | 0.07 | $ | (5.25 | ) | |||||
Diluted net income (loss) per share | ||||||||||||
Continuing operations | $ | 0.34 | $ | 0.09 | $ | (5.23 | ) | |||||
Discontinued operations | (0.02 | ) | (0.02 | ) | (0.02 | ) | ||||||
Diluted net income (loss) per share | $ | 0.32 | $ | 0.07 | $ | (5.25 | ) | |||||
Acquisitions_Tables
Acquisitions (Tables) (One Communications) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
One Communications | ' | |||||
Business Acquisitions | ' | |||||
Schedule of allocation of purchase consideration | ' | |||||
The following table presents the allocation of the consideration transferred (in thousands): | ||||||
Acquired Assets: | ||||||
Cash and cash equivalents | $ | 11,304 | ||||
Property and equipment | 144,538 | |||||
Goodwill | 87,377 | |||||
Intangible assets | 185,850 | |||||
Other assets | 68,752 | |||||
Total assets | 497,821 | |||||
Assumed Liabilities: | ||||||
Debt | (266,275 | ) | ||||
Deferred revenue | (11,379 | ) | ||||
Deferred tax liability, net | (2,055 | ) | ||||
Other liabilities | (178,185 | ) | ||||
Total liabilities | (457,894 | ) | ||||
Total consideration | $ | 39,927 | ||||
Schedule of components of intangible assets | ' | |||||
The following table summarizes the components of intangible assets acquired in connection with the One Communications acquisition (in thousands): | ||||||
Fair Value | Useful Life | |||||
Customer relationships | $ | 168,600 | 5 years | |||
Developed technology | 12,000 | 3 years | ||||
Trade name | 3,900 | 3 years | ||||
Other | 1,350 | 5 years | ||||
Total intangible assets | $ | 185,850 | ||||
Restructuring_Acquisition_and_1
Restructuring, Acquisition and Integration-Related Costs (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||
Schedule of Restructuring, Acquisition and Integration-Related costs | ' | |||||||||||
Restructuring, acquisition and integration-related costs consisted of the following during the years ended December 31, 2011, 2012 and 2013: | ||||||||||||
Year Ended December 31, | ||||||||||||
2011 | 2012 | 2013 | ||||||||||
(in thousands) | ||||||||||||
Integration-related costs | $ | 4,044 | $ | 10,452 | $ | 21,622 | ||||||
Severance, retention and other employee costs | 16,460 | 6,067 | 14,844 | |||||||||
Transaction-related costs | 5,756 | 1,399 | 1,021 | |||||||||
Facility-related costs | 5,530 | 479 | 2,328 | |||||||||
Legacy plan restructuring costs | 278 | (153 | ) | 215 | ||||||||
Restructuring, acquisition and integration-related costs | $ | 32,068 | $ | 18,244 | $ | 40,030 | ||||||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Discontinued Operations [Abstract] | ' | |||||||||||
Schedule of Summarized Results of Operations for Discontinued Operations | ' | |||||||||||
The following table presents summarized results of operations related to discontinued operations for the years ended December 31, 2011, 2012 and 2013: | ||||||||||||
Year Ended December 31, | ||||||||||||
2011 | 2012 | 2013 | ||||||||||
(in thousands) | ||||||||||||
Revenues | $ | 13,561 | $ | 13,842 | $ | 6,141 | ||||||
Operating costs and expenses | (18,096 | ) | (17,860 | ) | (8,102 | ) | ||||||
Income tax benefit | 1,829 | 1,600 | — | |||||||||
Loss from discontinued operations, net of tax | $ | (2,706 | ) | $ | (2,418 | ) | $ | (1,961 | ) |
Investments_Tables
Investments (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | |||||||||||||||
Schedule of marketable securities | ' | |||||||||||||||
The Company’s marketable securities consisted of the following as of December 31, 2012 and 2013: | ||||||||||||||||
As of December 31, 2012 | As of December 31, 2013 | |||||||||||||||
(in thousands) | ||||||||||||||||
Corporate debt securities | $ | 30,181 | $ | — | ||||||||||||
Government and agency securities | 5,314 | — | ||||||||||||||
Commercial paper | 9,293 | — | ||||||||||||||
Certificates of deposit | 1,552 | — | ||||||||||||||
Municipal bonds | 511 | — | ||||||||||||||
Total marketable securities | 46,851 | — | ||||||||||||||
Less: classified as current | (42,073 | ) | — | |||||||||||||
Total long-term marketable securities | $ | 4,778 | $ | — | ||||||||||||
Schedule of gross unrealized gains and losses on marketable securities designated as available-for-sale | ' | |||||||||||||||
The following tables summarize gross unrealized gains and losses as of December 31, 2012 on the Company’s marketable securities designated as available-for-sale: | ||||||||||||||||
As of December 31, 2012 | ||||||||||||||||
Amortized | Gross | Gross | Estimated | |||||||||||||
Cost | Unrealized | Unrealized | Fair | |||||||||||||
Losses | Gains | Value | ||||||||||||||
(in thousands) | ||||||||||||||||
Corporate debt securities | $ | 30,173 | $ | — | $ | 8 | $ | 30,181 | ||||||||
Government and agency notes | 5,311 | — | 3 | 5,314 | ||||||||||||
Commercial paper | 9,292 | — | 1 | 9,293 | ||||||||||||
Certificates of deposit | 1,552 | — | — | 1,552 | ||||||||||||
Municipal bonds | 511 | — | — | 511 | ||||||||||||
$ | 46,839 | $ | — | $ | 12 | $ | 46,851 | |||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property and Equipment [Abstract] | ' | ||||||||
Schedule of Property Plant and Equipment Components | ' | ||||||||
Property and equipment consisted of the following as of December 31, 2012 and 2013: | |||||||||
As of December 31, 2012 | As of December 31, 2013 | ||||||||
(in thousands) | |||||||||
Communications and fiber optic networks | $ | 461,750 | $ | 551,848 | |||||
Computer equipment and software | 184,701 | 231,818 | |||||||
Land and buildings | 42,860 | 42,056 | |||||||
Leasehold improvements | 36,582 | 37,754 | |||||||
Office and other equipment | 17,444 | 15,679 | |||||||
Work in progress | 47,355 | 32,168 | |||||||
Property and equipment, gross | 790,692 | 911,323 | |||||||
Less accumulated depreciation | (371,726 | ) | (473,002 | ) | |||||
Property and equipment, net | $ | 418,966 | $ | 438,321 | |||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||
Schedule of changes in the carrying amount of goodwill by operating segment | ' | |||||||||||||||||||||||
The changes in the carrying amount of goodwill by operating segment during the year ended December 31, 2013 were as follows: | ||||||||||||||||||||||||
Consumer | Business | Total | ||||||||||||||||||||||
Services | Services | |||||||||||||||||||||||
Segment | Segment | |||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Balance as of December 31, 2012 | ||||||||||||||||||||||||
Goodwill | $ | 88,920 | $ | 378,373 | $ | 467,293 | ||||||||||||||||||
Accumulated impairment loss | — | (87,878 | ) | (87,878 | ) | |||||||||||||||||||
88,920 | 290,495 | 379,415 | ||||||||||||||||||||||
Impairment of goodwill | — | (256,700 | ) | (256,700 | ) | |||||||||||||||||||
Goodwill acquired | — | 16,669 | 16,669 | |||||||||||||||||||||
Goodwill disposed | — | (169 | ) | (169 | ) | |||||||||||||||||||
Balance as of December 31, 2013 | ||||||||||||||||||||||||
Goodwill | 88,920 | 394,873 | 483,793 | |||||||||||||||||||||
Accumulated impairment loss | — | (344,578 | ) | (344,578 | ) | |||||||||||||||||||
$ | 88,920 | $ | 50,295 | $ | 139,215 | |||||||||||||||||||
Schedule of gross carrying value and accumulated amortization by major intangible asset | ' | |||||||||||||||||||||||
The following table presents the components of the Company’s acquired identifiable intangible assets included in the accompanying Consolidated Balance Sheets as of December 31, 2012 and 2013: | ||||||||||||||||||||||||
As of December 31, 2012 | As of December 31, 2013 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | |||||||||||||||||||
Value | Value | Value | Value | |||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Customer relationships | $ | 361,961 | $ | (160,513 | ) | $ | 201,448 | $ | 366,651 | $ | (219,030 | ) | $ | 147,621 | ||||||||||
Developed technology and software | 24,311 | (14,801 | ) | 9,510 | 26,261 | (19,194 | ) | 7,067 | ||||||||||||||||
Trade names | 9,121 | (6,345 | ) | 2,776 | 9,121 | (8,796 | ) | 325 | ||||||||||||||||
Other | 1,800 | (849 | ) | 951 | 1,800 | (1,385 | ) | 415 | ||||||||||||||||
$ | 397,193 | $ | (182,508 | ) | $ | 214,685 | $ | 403,833 | $ | (248,405 | ) | $ | 155,428 | |||||||||||
Schedule of amortization of intangible assets included in depreciation and amortization | ' | |||||||||||||||||||||||
Amortization of intangible assets, which is included in depreciation and amortization in the Consolidated Statements of Comprehensive Income (Loss), for the years ended December 31, 2011, 2012 and 2013 was as follows: | ||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||
2011 | 2012 | 2013 | ||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Amortization expense | $ | 59,219 | $ | 70,676 | $ | 66,370 | ||||||||||||||||||
Other_Accrued_Liabilities_Tabl
Other Accrued Liabilities (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Other Accrued Liabilities [Abstract] | ' | |||||||
Schedule of Accrued Liabilities | ' | |||||||
Other accrued liabilities consisted of the following as of December 31, 2012 and 2013: | ||||||||
As of December 31, 2012 | As of December 31, 2013 | |||||||
(in thousands) | ||||||||
Accrued taxes and surcharges | $ | 33,016 | $ | 25,628 | ||||
Accrued communications costs | 39,174 | 23,602 | ||||||
Accrued interest | 11,066 | 5,289 | ||||||
Amounts due to customers | 15,913 | 9,890 | ||||||
Other | 30,403 | 23,816 | ||||||
Total other accrued liabilities | $ | 129,572 | $ | 88,225 | ||||
LongTerm_Debt_and_Capital_Leas1
Long-Term Debt and Capital Lease Obligations (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of long-term debt and capital lease obligations | ' | |||||||
The Company’s long-term debt and capital lease obligations consisted of the following as of December 31, 2012 and 2013: | ||||||||
As of December 31, 2012 | As of December 31, 2013 | |||||||
(in thousands) | ||||||||
EarthLink senior secured notes due June 2020 | $ | — | $ | 300,000 | ||||
EarthLink senior notes due May 2019 | 300,000 | 300,000 | ||||||
Unamortized discount on EarthLink senior notes due May 2019 | (8,818 | ) | (7,762 | ) | ||||
ITC^DeltaCom senior secured notes due April 2016 | 292,300 | — | ||||||
Unamortized premium on ITC^DeltaCom senior secured notes due April 2016 | 15,694 | — | ||||||
Capital lease obligations | 17,089 | 15,693 | ||||||
Carrying value of debt and capital lease obligations | 616,265 | 607,931 | ||||||
Less current portion of debt and capital lease obligations | (1,375 | ) | (1,489 | ) | ||||
Long-term debt and capital lease obligations | $ | 614,890 | $ | 606,442 | ||||
Schedule of Future Minimum Lease Payments for Capital Leases | ' | |||||||
Minimum lease payments under capital leases as of December 31, 2013 are as follows: | ||||||||
Year Ending December 31, | (in thousands) | |||||||
2014 | $ | 3,305 | ||||||
2015 | 3,250 | |||||||
2016 | 4,509 | |||||||
2017 | 3,090 | |||||||
2018 | 3,056 | |||||||
Thereafter | 8,679 | |||||||
Total minimum lease payments | 25,889 | |||||||
Less amounts representing interest | (10,196 | ) | ||||||
Total capital lease obligations | $ | 15,693 | ||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Shareholders' Equity [Abstract] | ' | |||||||||||
Schedule of Shares Repurchased | ' | |||||||||||
The following table presents repurchases under the Company's share repurchase program for the years ended December 31, 2011, 2012 and 2013: | ||||||||||||
Year Ended December 31, | ||||||||||||
2011 | 2012 | 2013 | ||||||||||
(in thousands) | ||||||||||||
Total shares repurchased | 6,333 | 3,749 | 1,116 | |||||||||
Total value of shares repurchased | $ | 46,989 | $ | 25,415 | $ | 5,604 | ||||||
Schedule of Escrow Shares Returned | ' | |||||||||||
The following table presents shares returned from the One Communications escrow fund and recorded as treasury stock for the years ended December 31, 2011, 2012 and 2013: | ||||||||||||
Year Ended December 31, | ||||||||||||
2011 | 2012 | 2013 | ||||||||||
(in thousands) | ||||||||||||
Total shares returned | 233 | 422 | 231 | |||||||||
Total value of shares returned | $ | 1,834 | $ | 3,154 | $ | 1,320 | ||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||||||||||
Stock option activity | ' | ||||||||||||||||||||||||
The following table summarizes stock option activity as of and for the year ended December 31, 2013: | |||||||||||||||||||||||||
Stock Options | Weighted | Weighted | Aggregate | ||||||||||||||||||||||
Average | Average | Intrinsic | |||||||||||||||||||||||
Exercise | Remaining | Value | |||||||||||||||||||||||
Price | Contractual | ||||||||||||||||||||||||
Term (Years) | |||||||||||||||||||||||||
(shares and dollars in thousands) | |||||||||||||||||||||||||
Outstanding as of December 31, 2012 | 3,723 | $ | 8.12 | ||||||||||||||||||||||
Granted | 2,301 | 6.08 | |||||||||||||||||||||||
Exercised | — | — | |||||||||||||||||||||||
Forfeited and expired | (454 | ) | 7.45 | ||||||||||||||||||||||
Outstanding as of December 31, 2013 | 5,570 | 7.33 | 7 | $ | — | ||||||||||||||||||||
Vested and expected to vest as of December 31, 2013 | 5,036 | 7.33 | 7 | $ | — | ||||||||||||||||||||
Exercisable as of December 31, 2013 | 2,014 | 8.53 | 3.9 | $ | — | ||||||||||||||||||||
Summary of the status of stock options by exercise price range | ' | ||||||||||||||||||||||||
The following table summarizes the status of the Company’s stock options as of December 31, 2013: | |||||||||||||||||||||||||
Stock Options | |||||||||||||||||||||||||
Stock Options Outstanding | Exercisable | ||||||||||||||||||||||||
Weighted | |||||||||||||||||||||||||
Average | Weighted | Weighted | |||||||||||||||||||||||
Remaining | Average | Average | |||||||||||||||||||||||
Range of | Number | Contractual | Exercise | Number | Exercise | ||||||||||||||||||||
Exercise Prices | Outstanding | Life | Price | Exercisable | Price | ||||||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||||||||
$ | 6.08 | to | $ | 6.08 | 2,183 | 9.1 | $ | 6.08 | — | $ | — | ||||||||||||||
6.86 | to | 7.32 | 425 | 3.4 | 7.18 | 425 | 7.18 | ||||||||||||||||||
7.51 | to | 7.51 | 1,884 | 8.1 | 7.51 | 587 | 7.51 | ||||||||||||||||||
7.64 | to | 11.82 | 1,078 | 2.1 | 9.61 | 1,002 | 9.7 | ||||||||||||||||||
$ | 6.08 | to | $ | 11.82 | 5,570 | 7 | $ | 7.33 | 2,014 | $ | 8.53 | ||||||||||||||
Schedule of Stock Options Valuation Assumptions | ' | ||||||||||||||||||||||||
The fair value of stock options granted during the years ended December 31, 2012 and 2013 was estimated using the Black-Scholes option-pricing model with the following assumptions: | |||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||
2012 | 2013 | ||||||||||||||||||||||||
Dividend yield | 2.69% | 3.29% | |||||||||||||||||||||||
Expected volatility | 32.50% | 31.20% | |||||||||||||||||||||||
Risk-free interest rate | 0.81% | 0.88% | |||||||||||||||||||||||
Expected life | 5 years | 5 years | |||||||||||||||||||||||
Restricted stock unit activity | ' | ||||||||||||||||||||||||
The following table summarizes restricted stock unit activity as of and for the year ended December 31, 2013: | |||||||||||||||||||||||||
Restricted | Weighted | ||||||||||||||||||||||||
Stock Units | Average | ||||||||||||||||||||||||
Grant Date | |||||||||||||||||||||||||
Fair Value | |||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Outstanding as of December 31, 2012 | 2,981 | $ | 7.9 | ||||||||||||||||||||||
Granted | 2,621 | 6.01 | |||||||||||||||||||||||
Vested | (875 | ) | 8.05 | ||||||||||||||||||||||
Forfeited | (791 | ) | 6.95 | ||||||||||||||||||||||
Outstanding as of December 31, 2013 | 3,936 | $ | 6.8 | ||||||||||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Schedule of components of the income tax provision | ' | ||||||||||||
The following table presents the components of the income tax (provision) benefit from continuing operations for the years ended December 31, 2011, 2012 and 2013: | |||||||||||||
Year Ended December 31, | |||||||||||||
2011 | 2012 | 2013 | |||||||||||
(in thousands) | |||||||||||||
Current | |||||||||||||
Federal | $ | (1,491 | ) | $ | (159 | ) | $ | (115 | ) | ||||
State | (2,286 | ) | 1,383 | 1,807 | |||||||||
Foreign | — | — | (53 | ) | |||||||||
Total Current | (3,777 | ) | 1,224 | 1,639 | |||||||||
Deferred | |||||||||||||
Federal | (19,476 | ) | (2,580 | ) | (199,454 | ) | |||||||
State | 1,522 | 2,687 | (13,416 | ) | |||||||||
Total Deferred | (17,954 | ) | 107 | (212,870 | ) | ||||||||
Total income tax (provision) benefit from continuing operations | $ | (21,731 | ) | $ | 1,331 | $ | (211,231 | ) | |||||
Schedule of Effective Income Tax Rate Reconciliation | ' | ||||||||||||
The following table summarizes the significant differences between the U.S. federal statutory tax rate and the Company's effective tax rate for financial statement purposes for the years ended December 31, 2011, 2012 and 2013: | |||||||||||||
Year Ended December 31, | |||||||||||||
2011 | 2012 | 2013 | |||||||||||
(in thousands) | |||||||||||||
Federal income tax (provision) benefit at statutory rate (35%) | $ | (20,719 | ) | $ | (3,013 | ) | $ | 113,955 | |||||
State income taxes, net of federal benefit | (2,197 | ) | (703 | ) | 7,677 | ||||||||
Non-deductible expenses | (220 | ) | (280 | ) | (771 | ) | |||||||
Net change to valuation allowance | 370 | 1,348 | (266,561 | ) | |||||||||
Change in state tax rate | (185 | ) | 1,985 | 4,725 | |||||||||
Uncertain tax positions | 1,220 | 1,893 | 1,434 | ||||||||||
Non-deductible goodwill | — | — | (72,213 | ) | |||||||||
Other | — | 101 | 523 | ||||||||||
Income tax (provision) benefit from continuing operations | $ | (21,731 | ) | $ | 1,331 | $ | (211,231 | ) | |||||
Schedule of Deferred Tax Assets and Liabilities | ' | ||||||||||||
Deferred tax assets and liabilities include the following as of December 31, 2012 and 2013: | |||||||||||||
As of December 31, | |||||||||||||
2012 | 2013 | ||||||||||||
(in thousands) | |||||||||||||
Current deferred tax assets: | |||||||||||||
Accrued liabilities and reserves | $ | 10,834 | $ | 7,054 | |||||||||
Net operating loss carryforwards | 902 | — | |||||||||||
Other | 9,873 | 10,278 | |||||||||||
Valuation allowance | (2,605 | ) | (14,832 | ) | |||||||||
Current deferred tax liabilities: | |||||||||||||
Accrued liabilities and reserves | (751 | ) | (1,661 | ) | |||||||||
Other | (2,299 | ) | (290 | ) | |||||||||
Total net current deferred tax assets | 15,954 | 549 | |||||||||||
Non-current deferred tax assets: | |||||||||||||
Net operating loss carryforwards | $ | 195,440 | $ | 249,908 | |||||||||
Capital loss carryforward | — | 1,909 | |||||||||||
Alternative minimum tax carryforward | 14,988 | 14,973 | |||||||||||
Accrued liabilities and reserves | 7,602 | 3,978 | |||||||||||
Subscriber base and other intangible assets | 36,586 | 54,860 | |||||||||||
Other | 22,919 | 13,978 | |||||||||||
Valuation allowance | (35,990 | ) | (290,604 | ) | |||||||||
Non-current deferred tax liabilities: | |||||||||||||
Subscriber base and other intangible assets | (41,544 | ) | (38,024 | ) | |||||||||
Accrued liabilities and reserves | (316 | ) | (3,094 | ) | |||||||||
Indefinite lived intangible assets | (1,925 | ) | (2,522 | ) | |||||||||
Other | (2,748 | ) | (7,583 | ) | |||||||||
Total net non-current deferred tax asset (liability) | 195,012 | (2,221 | ) | ||||||||||
Net deferred tax asset (liability) | $ | 210,966 | $ | (1,672 | ) | ||||||||
Summary of Income Tax Contingencies | ' | ||||||||||||
A reconciliation of changes in the amount of unrecognized tax benefits for the years ended December 31, 2011, 2012 and 2013 is as follows: | |||||||||||||
Year Ended December 31, | |||||||||||||
2011 | 2012 | 2013 | |||||||||||
(in thousands) | |||||||||||||
Balance as of January 1 | $ | 18,367 | $ | 24,560 | $ | 23,400 | |||||||
Additions for tax positions of prior years | 192 | 19 | 63 | ||||||||||
Adjustments to tax positions under purchase accounting | 7,812 | 399 | — | ||||||||||
Decreases for tax positions related to prior years | (1,811 | ) | (1,578 | ) | (1,835 | ) | |||||||
Balance as of December 31 | $ | 24,560 | $ | 23,400 | $ | 21,628 | |||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Schedule of Future Minimum Rental Payments for Operating Leases | ' | |||
Minimum lease commitments (including estimated operating expenses) under non-cancelable leases, including commitments associated with facilities exited as part of the Company's restructuring plans, as of December 31, 2013 are as follows: | ||||
Year Ending December 31, | (in thousands) | |||
2014 | $ | 40,436 | ||
2015 | 27,985 | |||
2016 | 23,949 | |||
2017 | 22,458 | |||
2018 | 24,648 | |||
Thereafter | 42,241 | |||
Total minimum lease payments, including estimated operating expenses | 181,717 | |||
Less aggregate contracted sublease income | (6,310 | ) | ||
$ | 175,407 | |||
Schedule of Long-term Purchase Commitments | ' | |||
The following table summarizes commitments under these agreements as of December 31, 2013: | ||||
Year Ending December 31, | (in thousands) | |||
2014 | $ | 50,603 | ||
2015 | 28,803 | |||
2016 | 14,358 | |||
2017 | 3,804 | |||
2018 | 2,323 | |||
Thereafter | 7,069 | |||
Total | $ | 106,960 | ||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||
Schedule of assets measured at fair value on a recurring basis | ' | |||||||||||||||||||
The following table presents the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2012: | ||||||||||||||||||||
Fair Value Measurements as of December 31, 2012 Using | ||||||||||||||||||||
Description | Carrying | Fair | Quoted Prices | Significant | Significant | |||||||||||||||
Value | Value | in Active | Other | Unobservable | ||||||||||||||||
Markets for | Observable | Inputs | ||||||||||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Cash equivalents | $ | 27,854 | $ | 27,854 | $ | 27,854 | $ | — | $ | — | ||||||||||
Government and agency securities | 30,181 | 30,181 | — | 30,181 | — | |||||||||||||||
Corporate debt securities | 5,314 | 5,314 | — | 5,314 | — | |||||||||||||||
Commercial paper | 9,293 | 9,293 | — | 9,293 | — | |||||||||||||||
Certificates of deposit | 1,552 | 1,552 | — | 1,552 | — | |||||||||||||||
Municipal bonds | 511 | 511 | — | 511 | — | |||||||||||||||
Total | $ | 74,705 | $ | 74,705 | $ | 27,854 | $ | 46,851 | $ | — | ||||||||||
Schedule of fair value of debt excluding capital leases | ' | |||||||||||||||||||
The following table presents the fair value of the Company’s debt, excluding capital leases, as of December 31, 2012 and 2013: | ||||||||||||||||||||
As of December 31, 2012 | As of December 31, 2013 | |||||||||||||||||||
Carrying | Carrying | |||||||||||||||||||
Amount | Fair Value | Amount | Fair Value | |||||||||||||||||
(in thousands) | ||||||||||||||||||||
EarthLink Senior Secured Notes | $ | — | $ | — | $ | 300,000 | $ | 303,663 | ||||||||||||
EarthLink Senior Notes | 291,182 | 315,000 | 292,238 | 304,470 | ||||||||||||||||
ITC^DeltaCom Notes | 307,994 | 306,915 | — | — | ||||||||||||||||
Total debt, excluding capital leases | $ | 599,176 | $ | 621,915 | $ | 592,238 | $ | 608,133 | ||||||||||||
Supplemental_Disclosure_of_Cas1
Supplemental Disclosure of Cash Flow Information (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Supplemental Disclosure of Cash Flow Information [Abstract] | ' | ||||||||||||
Supplemental Disclosure of Cash Flow Information | ' | ||||||||||||
Supplemental Disclosure of Cash Flow Information | |||||||||||||
Year Ended December 31, | |||||||||||||
2011 | 2012 | 2013 | |||||||||||
(in thousands) | |||||||||||||
Cash paid during the year for interest | $ | 59,170 | $ | 66,513 | $ | 62,309 | |||||||
Cash paid during the year for income taxes | 4,375 | 2,910 | 1,316 | ||||||||||
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||
Schedule of information on reportable segments and a reconciliation to consolidated income from operations | ' | |||||||||||
Information on reportable segments and a reconciliation to consolidated income from operations for the years ended December 31, 2011, 2012 and 2013 is as follows: | ||||||||||||
Year Ended December 31, | ||||||||||||
2011 | 2012 | 2013 | ||||||||||
(in thousands) | ||||||||||||
Business Services | ||||||||||||
Revenues | $ | 924,698 | $ | 1,017,425 | $ | 964,227 | ||||||
Cost of revenues (excluding depreciation and amortization) | 463,782 | 527,514 | 506,245 | |||||||||
Gross margin | 460,916 | 489,911 | 457,982 | |||||||||
Direct segment operating expenses | 293,211 | 332,542 | 342,630 | |||||||||
Segment operating income | $ | 167,705 | $ | 157,369 | $ | 115,352 | ||||||
Consumer Services | ||||||||||||
Revenues | $ | 375,845 | $ | 317,710 | $ | 276,379 | ||||||
Cost of revenues (excluding depreciation and amortization) | 117,482 | 105,102 | 94,497 | |||||||||
Gross margin | 258,363 | 212,608 | 181,882 | |||||||||
Direct segment operating expenses | 73,293 | 67,526 | 50,623 | |||||||||
Segment operating income | $ | 185,070 | $ | 145,082 | $ | 131,259 | ||||||
Consolidated | ||||||||||||
Revenues | $ | 1,300,543 | $ | 1,335,135 | $ | 1,240,606 | ||||||
Cost of revenues | 581,264 | 632,616 | 600,742 | |||||||||
Gross margin | 719,279 | 702,519 | 639,864 | |||||||||
Direct segment operating expenses | 366,504 | 400,068 | 393,253 | |||||||||
Segment operating income | 352,775 | 302,451 | 246,611 | |||||||||
Depreciation and amortization | 159,993 | 183,165 | 183,114 | |||||||||
Impairment of goodwill | — | — | 255,599 | |||||||||
Restructuring, acquisition and integration-related costs | 32,068 | 18,244 | 40,030 | |||||||||
Corporate operating expenses | 31,070 | 29,019 | 32,817 | |||||||||
Income (loss) from operations | $ | 129,644 | $ | 72,023 | $ | (264,949 | ) | |||||
Schedule of information on revenues by groups of similar services and by segment | ' | |||||||||||
Information on revenues by groups of similar services and by segment for the years ended December 31, 2011, 2012 and 2013 is as follows: | ||||||||||||
Year Ended December 31, | ||||||||||||
2011 | 2012 | 2013 | ||||||||||
(in thousands) | ||||||||||||
Business Services | ||||||||||||
Retail services | $ | 766,098 | $ | 845,664 | $ | 793,940 | ||||||
Wholesale services | 136,224 | 151,910 | 151,071 | |||||||||
Other services | 22,376 | 19,851 | 19,216 | |||||||||
Total revenues | 924,698 | 1,017,425 | 964,227 | |||||||||
Consumer Services | ||||||||||||
Access services | 323,998 | 269,533 | 231,448 | |||||||||
Value-added services | 51,847 | 48,177 | 44,931 | |||||||||
Total revenues | 375,845 | 317,710 | 276,379 | |||||||||
Total Revenues | $ | 1,300,543 | $ | 1,335,135 | $ | 1,240,606 | ||||||
Quarterly_Financial_Data_Unaud1
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||||||
Schedule of Quarterly Financial Data (Unaudited) | ' | ||||||||||||||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||||||||||||||
Mar. 31, | June 30, | Sept. 30, | Dec. 31, | Mar. 31, | June 30, | Sept. 30, | Dec. 31, | ||||||||||||||||||||||||||
2012 | 2012 | 2012 | 2012 | 2013 | 2013 | 2013 | 2013 | ||||||||||||||||||||||||||
(unaudited) | |||||||||||||||||||||||||||||||||
(in thousands, except per share data) | |||||||||||||||||||||||||||||||||
Revenues | $ | 341,091 | $ | 334,479 | $ | 330,839 | $ | 328,726 | $ | 316,788 | $ | 313,401 | $ | 308,578 | $ | 301,839 | |||||||||||||||||
Cost of revenues | 157,048 | 165,554 | 155,343 | 154,671 | 152,866 | 152,938 | 144,760 | 150,178 | |||||||||||||||||||||||||
Income (loss) from operations (1) | 27,377 | 14,726 | 15,862 | 14,058 | (252,872 | ) | 3,935 | (1,710 | ) | (14,302 | ) | ||||||||||||||||||||||
Loss from discontinued operations, net of tax (2) | (709 | ) | (499 | ) | (491 | ) | (719 | ) | (1,105 | ) | (292 | ) | (225 | ) | (339 | ) | |||||||||||||||||
Net income (loss) (1)(3) | 7,263 | (1,106 | ) | 1,372 | (9 | ) | (236,415 | ) | (11,201 | ) | (11,338 | ) | (279,873 | ) | |||||||||||||||||||
Net income (loss) per share (4): | |||||||||||||||||||||||||||||||||
Basic | $ | 0.07 | $ | (0.01 | ) | $ | 0.01 | $ | — | $ | (2.30 | ) | $ | (0.11 | ) | $ | (0.11 | ) | $ | (2.74 | ) | ||||||||||||
Diluted | $ | 0.07 | $ | (0.01 | ) | $ | 0.01 | $ | — | $ | (2.30 | ) | $ | (0.11 | ) | $ | (0.11 | ) | $ | (2.74 | ) | ||||||||||||
_______________________________________________________________________________ | |||||||||||||||||||||||||||||||||
-1 | Loss from operations and net loss for the three months ended March 31, 2013 includes a $255.6 million non-cash impairment charge to goodwill related to the Company's Business Services reporting unit. The impairment was based on an analysis of a number of factors after a decline in the Company's market capitalization following the announcement of its fourth quarter 2012 earnings and 2013 financial guidance. | ||||||||||||||||||||||||||||||||
-2 | The operating results of the Company's telecom systems business acquired as part of ITC^DeltaCom have been separately presented as discontinued operations for all periods presented. On August 2, 2013, the Company sold its telecom systems business. | ||||||||||||||||||||||||||||||||
-3 | Net loss for the three months ended December 31, 2013 includes a non-cash charge of $266.3 million to establish a valuation allowance related to the Company's deferred tax assets. These deferred tax assets related primarily to net operating loss carryforwards which the Company determined it would not "more-likely-than-not" be able to utilize. | ||||||||||||||||||||||||||||||||
-4 | The quarterly net income per share amounts will not necessarily add to the net income per share computed for the year because of the method used in calculating per share data. |
Organization_Details
Organization (Details) | 12 Months Ended |
Dec. 31, 2013 | |
metro_fiber_ring | |
segment | |
route_fiber_mile | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Number of reportable segments | 2 |
Number of route fiber miles | 28,000 |
Number of metro fiber rings | 90 |
Number of enterprise-class data centers | 8 |
Minimum percentage of IP coverage in United States | 90.00% |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies Property and Equipment (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Summary of Significant Accounting Policies | ' | ' | ' |
Marketable Securities Classification Minimum Maturity | '3 months | ' | ' |
Marketable Securities Classification, Maximum Maturity | '1 year | ' | ' |
Marketable Securities Classification Noncurrent Minimum Maturity | '1 year | ' | ' |
Allowance for Doubtful Accounts Receivable, Current | $8,615,000 | $7,872,000 | ' |
Provision for Doubtful Accounts | 9,800,000 | 8,600,000 | 9,900,000 |
Write Offs of Uncollectible Accounts Receivable | -9,000,000 | -8,000,000 | -3,800,000 |
Asset Retirement Obligation | 4,200,000 | 4,300,000 | ' |
Advertising Expense | $9,100,000 | $8,600,000 | $8,600,000 |
Accounts Receivable, Credit Risk Percent | 10.00% | ' | ' |
Minimum | Land and Building | ' | ' | ' |
Summary of Significant Accounting Policies | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '15 years | ' | ' |
Minimum | Communications and Fiber Optic Networks | ' | ' | ' |
Summary of Significant Accounting Policies | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '10 years | ' | ' |
Minimum | Computer Equipment and Software | ' | ' | ' |
Summary of Significant Accounting Policies | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '2 years | ' | ' |
Minimum | Office and Other Equipment | ' | ' | ' |
Summary of Significant Accounting Policies | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '2 years | ' | ' |
Minimum | Customer Acquisition Costs | ' | ' | ' |
Summary of Significant Accounting Policies | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '31 months | ' | ' |
Maximum | Land and Building | ' | ' | ' |
Summary of Significant Accounting Policies | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '30 years | ' | ' |
Maximum | Communications and Fiber Optic Networks | ' | ' | ' |
Summary of Significant Accounting Policies | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '20 years | ' | ' |
Maximum | Computer Equipment and Software | ' | ' | ' |
Summary of Significant Accounting Policies | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '5 years | ' | ' |
Maximum | Office and Other Equipment | ' | ' | ' |
Summary of Significant Accounting Policies | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '5 years | ' | ' |
Maximum | Customer Acquisition Costs | ' | ' | ' |
Summary of Significant Accounting Policies | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '36 months | ' | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies Interest Expense and Other, Net (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Interest Expense and Other, Net [Abstract] | ' | ' | ' |
Interest expense | $60,495 | $64,331 | $74,949 |
Interest income | -84 | -2,076 | -4,678 |
Other, net | -275 | -1,161 | -369 |
Interest expense and other, net | $60,686 | $63,416 | $70,640 |
Earnings_per_Share_Details
Earnings per Share (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Numerator | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income (loss) from continuing operations | ' | ' | ' | ' | ' | ' | ' | ' | ($536,866) | $9,938 | $37,273 |
Loss from discontinued operations, net of tax | ' | ' | ' | ' | ' | ' | ' | ' | -1,961 | -2,418 | -2,706 |
Net income (loss) | ($279,873) | ($11,338) | ($11,201) | ($236,415) | ($9) | $1,372 | ($1,106) | $7,263 | ($538,827) | $7,520 | $34,567 |
Denominator | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic weighted average common shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 102,599,000 | 105,221,000 | 108,098,000 |
Dilutive effect of Common Stock Equivalents (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 762,000 | 851,000 |
Diluted weighted average common shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 102,599,000 | 105,983,000 | 108,949,000 |
Basic net income (loss) per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Continuing operations | ' | ' | ' | ' | ' | ' | ' | ' | ($5.23) | $0.09 | $0.34 |
Discontinued operations | ' | ' | ' | ' | ' | ' | ' | ' | ($0.02) | ($0.02) | ($0.03) |
Basic net income (loss) per share | ($2.74) | ($0.11) | ($0.11) | ($2.30) | $0 | $0.01 | ($0.01) | $0.07 | ($5.25) | $0.07 | $0.32 |
Diluted net income (loss) per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Continuing operations | ' | ' | ' | ' | ' | ' | ' | ' | ($5.23) | $0.09 | $0.34 |
Discontinued operations | ' | ' | ' | ' | ' | ' | ' | ' | ($0.02) | ($0.02) | ($0.02) |
Diluted income (loss) per share | ($2.74) | ($0.11) | ($0.11) | ($2.30) | $0 | $0.01 | ($0.01) | $0.07 | ($5.25) | $0.07 | $0.32 |
Antidilutive securities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options and restricted stock units excluded from the calculation of diluted earnings per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,500,000 | 1,900,000 |
Acquisitions_Details
Acquisitions (Details) (USD $) | Apr. 02, 2011 | Apr. 30, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 02, 2011 | Mar. 02, 2011 | Dec. 31, 2013 | Dec. 31, 2011 | Apr. 02, 2011 | Apr. 02, 2011 |
Share data in Millions, unless otherwise specified | One Communications | One Communications | One Communications | One Communications | Saturn Telecom | CenterBeam | Other Companies | Customer Relationships | Trade Names | |
One Communications | One Communications | |||||||||
Business Acquisitions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage interest acquired in merger transaction | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' |
Aggregate merger consideration | ' | ' | ' | ' | $370,000,000 | ' | ' | ' | ' | ' |
Number of common stock issued (in shares) | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares deposited in escrow account (in shares) | ' | 1.3 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of issued to acquiree's shareholders (in shares) | ' | 1.7 | ' | ' | ' | ' | ' | ' | ' | ' |
Escrow deposit used to fund post-closing working capital and other obligations | ' | 13,500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares deposited in escrow account used to fund post-closing working capital and other obligations (in shares) | ' | 0.8 | ' | ' | ' | ' | ' | ' | ' | ' |
BusinessAcquisitionCashEscrowReturned | ' | ' | 1,900,000 | 1,400,000 | ' | ' | ' | ' | ' | ' |
BusinessAcquisitionShareEscrowReturnedShares | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' |
BusinessAcquisitionShareEscrowReturnedValue | ' | ' | 1,300,000 | 1,400,000 | ' | ' | ' | ' | ' | ' |
Escrow deposit used to fund post-closing employment related obligations | ' | ' | ' | ' | 7,500,000 | ' | ' | ' | ' | ' |
Number of shares deposited in escrow account used to fund post-closing employment related obligations (in shares) | ' | 0.5 | ' | ' | ' | ' | ' | ' | ' | ' |
Total consideration | ' | ' | ' | ' | 39,927,000 | ' | 23,500,000 | ' | ' | ' |
Cash paid for acquisition | ' | ' | ' | ' | 20,000,000 | ' | 16,800,000 | 13,000,000 | ' | ' |
Stock units issued as consideration for acquisition | ' | ' | ' | ' | 19,900,000 | ' | ' | ' | ' | ' |
Business Acquisition, Current Assets, Receivables, Fair Value | ' | ' | ' | ' | 48,100,000 | ' | ' | ' | ' | ' |
Gross contractual value of accounts receivable | ' | ' | ' | ' | 57,500,000 | ' | ' | ' | ' | ' |
Business Acquisition, Cost of Acquired Entity, Purchase Price | ' | ' | ' | ' | ' | 22,900,000 | ' | ' | ' | ' |
Business Acquisition, Purchase Price Allocation, Amortizable Intangible Assets | ' | ' | ' | ' | 185,850,000 | 17,900,000 | 6,400,000 | 5,200,000 | 168,600,000 | 3,900,000 |
Other assets | ' | ' | ' | ' | 68,752,000 | 2,800,000 | ' | ' | ' | ' |
Business Acquisition, Purchase Price Allocation, Property, Plant and Equipment | ' | ' | ' | ' | 144,538,000 | ' | 800,000 | ' | ' | ' |
Business Acquisition, Purchase Price Allocation, Liabilities Assumed | ' | ' | ' | ' | 457,894,000 | 19,200,000 | -400,000 | ' | ' | ' |
Repayments of Debt | ' | ' | ' | ' | ' | ' | 6,700,000 | 1,200,000 | ' | ' |
Business Acquisition, Purchase Price Allocation, Goodwill Amount | ' | ' | ' | ' | $87,377,000 | $21,300,000 | $16,700,000 | $8,400,000 | ' | ' |
BusinessAcquisitionPurchasePriceAllocationGoodwillExpectedTaxDeductiblePercent | 59.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisitions_Details_2
Acquisitions (Details 2) (One Communications, USD $) | Apr. 02, 2011 |
In Thousands, unless otherwise specified | |
One Communications | ' |
Acquired Assets: | ' |
Cash and cash equivalents | $11,304 |
Business Acquisition, Purchase Price Allocation, Property, Plant and Equipment | 144,538 |
Goodwill | 87,377 |
Intangible assets | 185,850 |
Other assets | 68,752 |
Total assets | 497,821 |
Assumed Liabilities: | ' |
Debt | -266,275 |
Deferred revenue | -11,379 |
Deferred tax liability, net | -2,055 |
Other liabilities | -178,185 |
Total liabilities | -457,894 |
Total consideration | $39,927 |
Acquisitions_Details_3
Acquisitions (Details 3) (USD $) | Apr. 02, 2011 | Dec. 31, 2013 | Apr. 30, 2011 | Apr. 02, 2011 | Dec. 31, 2013 | Apr. 30, 2011 | Apr. 02, 2011 | Dec. 31, 2013 | Apr. 30, 2011 | Apr. 02, 2011 | Dec. 31, 2013 | Apr. 30, 2011 | Apr. 02, 2011 |
In Thousands, unless otherwise specified | One Communications | Customer Relationships | Customer Relationships | Customer Relationships | Developed technology and software | Developed technology and software | Developed technology and software | Trade Names | Trade Names | Trade Names | Other Intangible Assets | Other Intangible Assets | Other Intangible Assets |
One Communications | One Communications | One Communications | One Communications | One Communications | One Communications | One Communications | One Communications | ||||||
Business Acquisition, Purchase Price Allocation, Amortizable Intangible Assets | $185,850 | ' | ' | $168,600 | ' | ' | $12,000 | ' | ' | $3,900 | ' | ' | $1,350 |
Finite-Lived Intangible Asset, Useful Life | ' | '5 years 3 months | '5 years | ' | '3 years 9 months | '3 years | ' | '3 years 3 months | '3 years | ' | '4 years 5 months | '5 years | ' |
Restructuring_Acquisition_and_2
Restructuring, Acquisition and Integration-Related Costs Restructuring, Acquisition and Integration-Related Costs (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Restructuring, Acquisition and Integration-Related Costs | ' | ' | ' |
Integration-related costs | $21,622,000 | $10,452,000 | $4,044,000 |
Severance, retention and other employee costs | 14,844,000 | 6,067,000 | 16,460,000 |
Transaction-related costs | 1,021,000 | 1,399,000 | 5,756,000 |
Facility-related costs | 2,328,000 | 479,000 | 5,530,000 |
Legacy plan restructuring costs | 215,000 | -153,000 | 278,000 |
Restructuring, acquisition and integration-related costs | 40,030,000 | 18,244,000 | 32,068,000 |
Severance Costs | 2,200,000 | ' | ' |
Other Restructuring Costs | 600,000 | ' | ' |
Other Employee Costs | $1,700,000 | ' | ' |
Discontinued_Operations_Detail
Discontinued Operations (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Discontinued Operations [Abstract] | ' | ' | ' |
Revenues | $6,141,000 | $13,842,000 | $13,561,000 |
Operating costs and expenses | -8,102,000 | -17,860,000 | -18,096,000 |
Income tax benefit | 0 | 1,600,000 | 1,829,000 |
Loss from discontinued operations, net of tax | -1,961,000 | -2,418,000 | -2,706,000 |
Discontinued Operation Cash Received Disposal Of Discontinued Operation | 600,000 | ' | ' |
Discontinued Operation Receivable for Contingent Consideration | $800,000 | ' | ' |
Investments_Details
Investments (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Schedule of Available-for-sale Securities | ' | ' |
Available-for-sale Securities | $0 | $46,851 |
Available-for-sale Securities, Current | 0 | -42,073 |
Available-for-sale Securities, Noncurrent | 0 | 4,778 |
Corporate Debt Securities | ' | ' |
Schedule of Available-for-sale Securities | ' | ' |
Available-for-sale Securities | 0 | 30,181 |
US Treasury and Government | ' | ' |
Schedule of Available-for-sale Securities | ' | ' |
Available-for-sale Securities | 0 | 5,314 |
Commercial Paper | ' | ' |
Schedule of Available-for-sale Securities | ' | ' |
Available-for-sale Securities | 0 | 9,293 |
Certificates of deposit | ' | ' |
Schedule of Available-for-sale Securities | ' | ' |
Available-for-sale Securities | 0 | 1,552 |
Municipal Bonds | ' | ' |
Schedule of Available-for-sale Securities | ' | ' |
Available-for-sale Securities | $0 | $511 |
Investments_Details_2
Investments (Details 2) (USD $) | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |
Schedule of Available-for-sale Securities | ' |
Available-for-sale Securities, Amortized Cost Basis | $46,839 |
Available-for-sale Securities, Gross Unrealized Losses | 0 |
Available-for-sale Securities, Gross Unrealized Gains | 12 |
Available-for-sale Securities, Fair Value Disclosure | 46,851 |
Corporate Debt Securities | ' |
Schedule of Available-for-sale Securities | ' |
Available-for-sale Securities, Amortized Cost Basis | 30,173 |
Available-for-sale Securities, Gross Unrealized Losses | 0 |
Available-for-sale Securities, Gross Unrealized Gains | 8 |
US Treasury and Government | ' |
Schedule of Available-for-sale Securities | ' |
Available-for-sale Securities, Amortized Cost Basis | 5,311 |
Available-for-sale Securities, Gross Unrealized Losses | 0 |
Available-for-sale Securities, Gross Unrealized Gains | 3 |
Commercial Paper | ' |
Schedule of Available-for-sale Securities | ' |
Available-for-sale Securities, Amortized Cost Basis | 9,292 |
Available-for-sale Securities, Gross Unrealized Losses | 0 |
Available-for-sale Securities, Gross Unrealized Gains | 1 |
Certificates of deposit | ' |
Schedule of Available-for-sale Securities | ' |
Available-for-sale Securities, Amortized Cost Basis | 1,552 |
Available-for-sale Securities, Gross Unrealized Losses | 0 |
Available-for-sale Securities, Gross Unrealized Gains | 0 |
Municipal Bonds | ' |
Schedule of Available-for-sale Securities | ' |
Available-for-sale Securities, Amortized Cost Basis | 511 |
Available-for-sale Securities, Gross Unrealized Losses | 0 |
Available-for-sale Securities, Gross Unrealized Gains | 0 |
Available-for-sale Securities, Fair Value Disclosure | $511 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Property and Equipment | ' | ' | ' |
Property and equipment, gross | $911,323,000 | $790,692,000 | ' |
Less accumulated depreciation | -473,002,000 | -371,726,000 | ' |
Property and equipment, net | 438,321,000 | 418,966,000 | ' |
Depreciation | 116,700,000 | 112,500,000 | 100,800,000 |
Property Plant And Equipment Written Down Retired And Disposed | 18,300,000 | ' | ' |
Accumulated Depreciation Of Property And Equipment Written Down Retired And Disposed | 14,900,000 | ' | ' |
Communications and Fiber Optic Networks | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Property and equipment, gross | 551,848,000 | 461,750,000 | ' |
Computer Equipment and Software | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Property and equipment, gross | 231,818,000 | 184,701,000 | ' |
Land and Building | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Property and equipment, gross | 42,056,000 | 42,860,000 | ' |
Leasehold Improvements | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Property and equipment, gross | 37,754,000 | 36,582,000 | ' |
Office and Other Equipment | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Property and equipment, gross | 15,679,000 | 17,444,000 | ' |
Construction in Progress | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Property and equipment, gross | $32,168,000 | $47,355,000 | ' |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
reporting_unit | |||
Goodwill | ' | ' | ' |
Goodwill Impairment Loss, Continuing Operations | $255,599,000 | $0 | $0 |
Goodwill Impairment Loss, Discontinued Operations | 1,100,000 | ' | ' |
Goodwill Impairment Testing, Number of Reporting Units | 2 | ' | ' |
Business Acquisition, Purchase Price Allocation, Goodwill, Expected Tax Deductible Amount | 49,300,000 | ' | ' |
Changes in the carrying amount of goodwill | ' | ' | ' |
Balance of goodwill, gross at the beginning of the period | 467,293,000 | ' | ' |
Balance of accumulated impairment loss at the beginning of the period | -87,878,000 | ' | ' |
Balance of goodwill at the beginning of the period | 379,415,000 | ' | ' |
Goodwill, Impairment Loss | 256,700,000 | ' | ' |
Goodwill, Acquired During Period | 16,669,000 | ' | ' |
Goodwill adjustments | -169,000 | ' | ' |
Balance of goodwill, gross at the end of the period | 483,793,000 | 467,293,000 | ' |
Balance of accumulated impairment loss at the end of the period | -344,578,000 | -87,878,000 | ' |
Balance of goodwill at the end of the period | 139,215,000 | 379,415,000 | ' |
Consumer Services Segment | ' | ' | ' |
Changes in the carrying amount of goodwill | ' | ' | ' |
Balance of goodwill, gross at the beginning of the period | 88,920,000 | ' | ' |
Balance of accumulated impairment loss at the beginning of the period | 0 | ' | ' |
Balance of goodwill at the beginning of the period | 88,920,000 | ' | ' |
Goodwill, Impairment Loss | 0 | ' | ' |
Goodwill, Acquired During Period | 0 | ' | ' |
Goodwill adjustments | 0 | ' | ' |
Balance of goodwill, gross at the end of the period | 88,920,000 | ' | ' |
Balance of accumulated impairment loss at the end of the period | 0 | ' | ' |
Balance of goodwill at the end of the period | 88,920,000 | ' | ' |
Business Services Segment | ' | ' | ' |
Changes in the carrying amount of goodwill | ' | ' | ' |
Balance of goodwill, gross at the beginning of the period | 378,373,000 | ' | ' |
Balance of accumulated impairment loss at the beginning of the period | -87,878,000 | ' | ' |
Balance of goodwill at the beginning of the period | 290,495,000 | ' | ' |
Goodwill, Impairment Loss | 256,700,000 | ' | ' |
Goodwill, Acquired During Period | 16,669,000 | ' | ' |
Goodwill adjustments | -169,000 | ' | ' |
Balance of goodwill, gross at the end of the period | 394,873,000 | ' | ' |
Balance of accumulated impairment loss at the end of the period | -344,578,000 | ' | ' |
Balance of goodwill at the end of the period | $50,295,000 | ' | ' |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets (Details 2) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Definite-lived intangible assets information | ' | ' | ' |
Gross Carrying Value | $403,833,000 | $397,193,000 | ' |
Accumulated Amortization | -248,405,000 | -182,508,000 | ' |
Net Carrying Value | 155,428,000 | 214,685,000 | ' |
Amortization of intangible assets | 66,370,000 | 70,676,000 | 59,219,000 |
Future amortization expense of definite-lived intangible assets | ' | ' | ' |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 62,700,000 | ' | ' |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 60,700,000 | ' | ' |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 29,600,000 | ' | ' |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 1,900,000 | ' | ' |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 500,000 | ' | ' |
Customer relationships | ' | ' | ' |
Definite-lived intangible assets information | ' | ' | ' |
Gross Carrying Value | 366,651,000 | 361,961,000 | ' |
Accumulated Amortization | 219,030,000 | -160,513,000 | ' |
Net Carrying Value | 147,621,000 | 201,448,000 | ' |
Weighted average amortization period (in years) | '5 years 3 months | ' | ' |
Developed technology and software | ' | ' | ' |
Definite-lived intangible assets information | ' | ' | ' |
Gross Carrying Value | 26,261,000 | 24,311,000 | ' |
Accumulated Amortization | 19,194,000 | -14,801,000 | ' |
Net Carrying Value | 7,067,000 | 9,510,000 | ' |
Weighted average amortization period (in years) | '3 years 9 months | ' | ' |
Trade names | ' | ' | ' |
Definite-lived intangible assets information | ' | ' | ' |
Gross Carrying Value | 9,121,000 | 9,121,000 | ' |
Accumulated Amortization | 8,796,000 | -6,345,000 | ' |
Net Carrying Value | 325,000 | 2,776,000 | ' |
Weighted average amortization period (in years) | '3 years 3 months | ' | ' |
Other | ' | ' | ' |
Definite-lived intangible assets information | ' | ' | ' |
Gross Carrying Value | 1,800,000 | 1,800,000 | ' |
Accumulated Amortization | 1,385,000 | -849,000 | ' |
Net Carrying Value | $415,000 | $951,000 | ' |
Weighted average amortization period (in years) | '4 years 5 months | ' | ' |
Other_Accrued_Liabilities_Deta
Other Accrued Liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Other Accrued Liabilities [Abstract] | ' | ' |
Accrued taxes and surcharges | $25,628 | $33,016 |
Accrued communications costs | 23,602 | 39,174 |
Accrued interest | 5,289 | 11,066 |
Amounts due to customers | 9,890 | 15,913 |
Other | 23,816 | 30,403 |
Other accrued liabilities | $88,225 | $129,572 |
LongTerm_Debt_and_Capital_Leas2
Long-Term Debt and Capital Lease Obligations Schedule (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Debt Instrument | ' | ' |
Long-term Debt | $607,931 | $616,265 |
Long-term Debt and Capital Lease Obligations, Current | -1,489 | -1,375 |
Long-term Debt and Capital Lease Obligations | 606,442 | 614,890 |
Senior Secured Notes Due 2020 | ' | ' |
Debt Instrument | ' | ' |
Long-term Debt | 300,000 | 0 |
Senior Notes due 2019 | ' | ' |
Debt Instrument | ' | ' |
Long-term Debt | 300,000 | 300,000 |
Debt Instrument, Unamortized Discount | -7,762 | -8,818 |
DeltaCom Notes | ' | ' |
Debt Instrument | ' | ' |
Long-term Debt | 0 | 292,300 |
Debt Instrument, Unamortized Premium | 0 | 15,694 |
Capital Lease Obligations | ' | ' |
Debt Instrument | ' | ' |
Long-term Debt | $15,693 | $17,089 |
LongTerm_Debt_and_Capital_Leas3
Long-Term Debt and Capital Lease Obligations Disclosures (Details) (USD $) | 12 Months Ended | 9 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2013 | 16-May-11 | Sep. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2011 | 16-May-11 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Senior Secured Notes Due 2020 | Senior Secured Notes Due 2020 | Senior Secured Notes Due 2020 | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Senior Notes due 2019 | Senior Notes due 2019 | Senior Notes due 2019 | Senior secured revolving credit facility | Senior secured revolving credit facility | Senior secured revolving credit facility | |||
Base rate | LIBOR | |||||||||||||
Debt instrument: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount | ' | $300,000,000 | ' | ' | $300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate (as a percent) | ' | ' | ' | ' | 7.38% | ' | ' | ' | 8.88% | ' | 8.88% | ' | 2.25% | 3.25% |
Issue price as percentage of principal amount | ' | 96.56% | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross proceeds from issuance of debt | ' | ' | 300,000,000 | ' | ' | ' | ' | ' | ' | 289,700,000 | ' | ' | ' | ' |
Proceeds from issuance of long term debt, net of transaction fees | ' | ' | 292,600,000 | ' | ' | ' | ' | ' | ' | 280,200,000 | ' | ' | ' | ' |
Transaction fees on debt issued | ' | ' | 7,400,000 | ' | ' | 1,900,000 | ' | ' | ' | 9,500,000 | ' | ' | ' | ' |
Long Term Debt Redemption Price As Percentage Of Principal Amount From June 2016 To May 2017 | ' | ' | 105.53% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long Term Debt Redemption Price As Percentage Of Principal Amount From June 2017 To May 2018 | ' | ' | 103.69% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long Term Debt Redemption Price As Percentage Of Principal Amount From June 2017 To May 2019 | ' | ' | 101.84% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long Term Debt Redemption Price As Percentage Of Principal Amount After June 2019 | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long Term Debt Redemption Price As Percentage Of Principal Amount Before June 2016 | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Debt Redemption with Net Proceeds from Equity Offerings as Percentage of Principal Amount | ' | ' | 35.00% | ' | ' | ' | ' | ' | 35.00% | ' | ' | ' | ' | ' |
Redemption price as percentage of principal amount | ' | ' | 107.38% | ' | ' | ' | ' | ' | 108.88% | ' | ' | ' | ' | ' |
Percentage of principal amount at which notes may be required to be repurchased in event of change of control | ' | ' | 101.00% | ' | ' | ' | ' | ' | 101.00% | ' | ' | ' | ' | ' |
Amount permitted in debt covenants for Restricted Payments | ' | ' | ' | 46,200,000 | ' | ' | ' | ' | 171,400,000 | ' | ' | ' | ' | ' |
Percent used in determining ability to make Restricted Payments | ' | ' | 300.00% | ' | ' | ' | ' | ' | 300.00% | ' | ' | ' | ' | ' |
Redemption price as percentage of principal amount of notes redeemable from May 2015 to May 2016 | 104.44% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption price as percentage of principal amount of notes redeemable from May 2016 to May 2017 | 102.22% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption price as percentage of principal amount of notes redeemable after May 2017 | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption price as percentage of principal amount of notes redeemable before May 2015 | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | ' | ' | 135,000,000 | 150,000,000 | ' | ' | ' | ' | ' | ' |
Commitment fee (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | ' | ' |
Letters of Credit Outstanding, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,700,000 | ' | ' |
2014 | 3,305,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2015 | 3,250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2016 | 4,509,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2017 | 3,090,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2018 | 3,056,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Thereafter | 8,679,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total minimum lease payments | 25,889,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Less amounts representing interest | 10,196,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total capital lease obligations | $15,693,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Method Investment, Ownership Percentage | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LongTerm_Debt_and_Capital_Leas4
Long-Term Debt and Capital Lease Obligations ITC DeltaCom Notes Disclosure (Details) (USD $) | 12 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | 16-May-11 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 08, 2010 | |
DeltaCom Notes | DeltaCom Notes | DeltaCom Notes | DeltaCom Notes | |||||
Debt Instrument | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount | ' | ' | ' | $300,000,000 | $32,500,000 | $292,300,000 | ' | $325,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | 10.50% | ' | ' | 10.50% |
Redemption price as percentage of principal amount on consummation | ' | ' | ' | ' | ' | ' | 101.00% | ' |
Debt Instrument, Decrease, Repayments | ' | ' | 1,834,000 | ' | ' | ' | 200,000 | ' |
Percentage of principal amount at which the entity may redeem some or all of the notes prior to April 1, 2013 | ' | ' | ' | ' | ' | 10.00% | ' | ' |
Long-term Debt Redemption Price During any Twelve Month Period Prior to April 2013 as Percentage of Principal Amount | ' | ' | ' | ' | ' | 103.00% | ' | ' |
Gains (Losses) on Extinguishment of Debt | -2,080,000 | 808,000 | 2,449,000 | ' | 2,000,000 | 800,000 | ' | ' |
Amount of aggregate principal amount validly tendered in May 2013 | ' | ' | ' | ' | 129,600,000 | ' | ' | ' |
Percent of aggregate principal amount validly tendered in May 2013 | ' | ' | ' | ' | 44.36% | ' | ' | ' |
Price of aggregate principal amount tendered in May 2013 | ' | ' | ' | ' | 105.88% | ' | ' | ' |
Amount of aggregate principal amount redeemed in May 2013 | ' | ' | ' | ' | 162,700,000 | ' | ' | ' |
Long-term Debt Maximum Redemption Price as Percentage of Principal Amount on or after April 2013 | ' | ' | ' | ' | 105.25% | ' | ' | ' |
Total amount paid for tender and redemption | ' | ' | ' | ' | 314,800,000 | ' | ' | ' |
Total premiums paid for tender and redemption of debt | ' | ' | ' | ' | 16,200,000 | ' | ' | ' |
Interest Payable | ' | ' | ' | ' | 6,300,000 | ' | ' | ' |
Write-off of unamortized premium | ' | ' | ' | ' | $14,200,000 | ' | ' | ' |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Share Repurchases | ' | ' | ' |
Repurchase of common stock, authorized amount | $750,000,000 | ' | ' |
Repurchase of common stock, remaining authorization | 67,907,000 | ' | ' |
Total shares repurchased | 1,116,000 | 3,749,000 | 6,333,000 |
Total value of shares repurchased | 5,604,000 | 25,415,000 | 46,989,000 |
Stock Repurchased During Period, Private, Shares | 100,000 | ' | ' |
Payments For Repurchase Of Common Stock, Private | 500,000 | ' | ' |
Shares returned from the One Communications escrow fund, shares | 231,000 | 422,000 | 233,000 |
Shares returned from the One Communications escrow fund, value | 1,320,000 | 3,154,000 | 1,834,000 |
Dividends | ' | ' | ' |
Dividends declared per share | $0.20 | $0.20 | $0.20 |
Payment of dividends | $20,795,000 | $21,128,000 | $22,913,000 |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Stock-Based Compensation Disclosures | ' | ' | ' |
Stock-based compensation | $13,275,000 | $10,462,000 | $13,466,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 23,500,000 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 15,100,000 | ' | ' |
Stock Options | ' | ' | ' |
Stock-Based Compensation Disclosures | ' | ' | ' |
Aggregate intrinsic value of options exercised | 0 | 100,000 | 100,000 |
Unrecognized compensation cost | 2,100,000 | ' | ' |
Weighted-average period for recognition of unrecognized compensation cost (in years) | '2 years 7 months | ' | ' |
Stock Option Activity | ' | ' | ' |
Outstanding at the beginning of the period (in shares) | 3,723,000 | ' | ' |
Granted (in shares) | 2,301,000 | ' | ' |
Exercised (in shares) | 0 | ' | ' |
Forfeited and expired (in shares) | -454,000 | ' | ' |
Outstanding at the end of the period (in shares) | 5,570,000 | 3,723,000 | ' |
Vested and expected to vest at the end of the period (in shares) | 5,036,000 | ' | ' |
Exercisable at the end of the period (in shares) | 2,014,000 | ' | ' |
Weighted Average Exercise Price | ' | ' | ' |
Outstanding at the beginning of the period (in dollars per share) | $8.12 | ' | ' |
Granted (in dollars per share) | $6.08 | ' | ' |
Exercised (in dollars per share) | $0 | ' | ' |
Forfeited and expired (in dollars per share) | $7.45 | ' | ' |
Outstanding at the end of the period (in dollars per share) | $7.33 | $8.12 | ' |
Vested and expected to vest at the end of the period (in dollars per share) | $0 | ' | ' |
Exercisable at the end of the period (in dollars per share) | $0 | ' | ' |
Weighted Average Remaining Life | ' | ' | ' |
Options outstanding at the end of the period (in years) | '7 years | ' | ' |
Vested and expected to vest at the end of the period (in years) | '7 years | ' | ' |
Exercisable at the end of the period (in years) | '3 years 11 months | ' | ' |
Aggregate Intrinsic Value | ' | ' | ' |
Outstanding at the end of the period, intrinsic value | 0 | ' | ' |
Vested and expected to vest at the end of the period, intrinsic value | 0 | ' | ' |
Exercisable at end of period, intrinsic value | $0 | ' | ' |
Fair Value Assumptions | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 3.29% | 2.69% | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 31.20% | 32.50% | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.88% | 0.81% | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | '5 years | '5 years | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $1.19 | $1.65 | ' |
StockBased_Compensation_Detail1
Stock-Based Compensation (Details 2) (Employee Stock Option, USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 |
Range of Exercise Price from $6.08 to $6.08 | ' |
Stock options outstanding and exercisable by exercise price range | ' |
Exercise price, low end of the range | $6.08 |
Exercise price, high end of the range | $6.08 |
Stock Options Outstanding - Number Outstanding (in shares) | 2,183 |
Stock Options Outstanding - Weighted Average Remaining Contractual Life (in years) | '9 years 1 month |
Stock Options Outstanding - Weighted Average Exercise Price (in dollars per share) | $6.08 |
Stock Options Exercisable - Number Exercisable (in shares) | 0 |
Stock Options Exercisable - Weighted Average Exercise Price (in dollars per share) | $0 |
Range of Exercise Price from $6.86 to $7.32 | ' |
Stock options outstanding and exercisable by exercise price range | ' |
Exercise price, low end of the range | $6.86 |
Exercise price, high end of the range | $7.32 |
Stock Options Outstanding - Number Outstanding (in shares) | 425 |
Stock Options Outstanding - Weighted Average Remaining Contractual Life (in years) | '3 years 5 months |
Stock Options Outstanding - Weighted Average Exercise Price (in dollars per share) | $7.18 |
Stock Options Exercisable - Number Exercisable (in shares) | 425 |
Stock Options Exercisable - Weighted Average Exercise Price (in dollars per share) | $7.18 |
Range of Exercise Price from $7.51 to $7.51 | ' |
Stock options outstanding and exercisable by exercise price range | ' |
Exercise price, low end of the range | $7.51 |
Exercise price, high end of the range | $7.51 |
Stock Options Outstanding - Number Outstanding (in shares) | 1,884 |
Stock Options Outstanding - Weighted Average Remaining Contractual Life (in years) | '8 years 1 month |
Stock Options Outstanding - Weighted Average Exercise Price (in dollars per share) | $7.51 |
Stock Options Exercisable - Number Exercisable (in shares) | 587 |
Stock Options Exercisable - Weighted Average Exercise Price (in dollars per share) | $7.51 |
Range of Exercise Price from $7.64 to $11.82 | ' |
Stock options outstanding and exercisable by exercise price range | ' |
Exercise price, low end of the range | $7.64 |
Exercise price, high end of the range | $11.82 |
Stock Options Outstanding - Number Outstanding (in shares) | 1,078 |
Stock Options Outstanding - Weighted Average Remaining Contractual Life (in years) | '2 years 1 month |
Stock Options Outstanding - Weighted Average Exercise Price (in dollars per share) | $9.61 |
Stock Options Exercisable - Number Exercisable (in shares) | 1,002 |
Stock Options Exercisable - Weighted Average Exercise Price (in dollars per share) | $9.70 |
Range of Exercise Price from $6.08 to $11.82 | ' |
Stock options outstanding and exercisable by exercise price range | ' |
Exercise price, low end of the range | $6.08 |
Exercise price, high end of the range | $11.82 |
Stock Options Outstanding - Number Outstanding (in shares) | 5,570 |
Stock Options Outstanding - Weighted Average Remaining Contractual Life (in years) | '7 years |
Stock Options Outstanding - Weighted Average Exercise Price (in dollars per share) | $7.33 |
Stock Options Exercisable - Number Exercisable (in shares) | 2,014 |
Range of Exercise Prices from Dollars 5.56 to Dollars 11.82 [Member] | ' |
Stock options outstanding and exercisable by exercise price range | ' |
Stock Options Exercisable - Weighted Average Exercise Price (in dollars per share) | $8.53 |
StockBased_Compensation_Detail2
Stock-Based Compensation (Details 3) (Restricted Stock Units (RSUs), USD $) | 12 Months Ended | ||
In Millions, except Share data in Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Restricted Stock Units (RSUs) | ' | ' | ' |
Restricted Stock Unit Activity | ' | ' | ' |
Nonvested, at the beginning of the period (in shares) | 2,981 | ' | ' |
Granted (in shares) | 2,621 | ' | ' |
Vested (in shares) | -875 | ' | ' |
Forfeited (in shares) | -791 | ' | ' |
Nonvested, at the end of the period (in shares) | 3,936 | 2,981 | ' |
Weighted Average Grant Date Fair Value | ' | ' | ' |
Nonvested, at the beginning of the period (in dollars per share) | $7.90 | ' | ' |
Granted (in dollars per share) | $6.01 | $7.51 | $8.22 |
Vested (in dollars per share) | $8.05 | ' | ' |
Forfeited (in dollars per share) | $6.95 | ' | ' |
Nonvested, at the end of the period (in dollars per share) | $6.80 | $7.90 | ' |
Other Restricted Stock Unit Information | ' | ' | ' |
Unrecognized compensation cost | $10.50 | ' | ' |
Weighted-average period for recognition of unrecognized compensation cost (in years) | '1 year 9 months | ' | ' |
Aggregate fair value of shares vested | $5.70 | $7.40 | $15.60 |
Profit_Sharing_Plans_Details
Profit Sharing Plans (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Profit Sharing Plans [Abstract] | ' | ' | ' |
Defined Contribution Plan Employer Match, Percentage Upto ALimit of Employee Compensation | 50.00% | ' | ' |
Defined Contribution Plan, Maximum Percentage of Participant Compensation, Eligible for Full Employer Match | 6.00% | ' | ' |
Defined Contribution Plan, Period over which Employer Match Vest | '4 years | ' | ' |
Defined Contribution Plan, Cost Recognized | $3.70 | $3.90 | $3.20 |
Income_Taxes_Components_of_the
Income Taxes Components of the Income Tax Provision (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Schedule of Components of the Income Tax Provision | ' | ' | ' |
Federal | ($115) | ($159) | ($1,491) |
State | 1,807 | 1,383 | -2,286 |
Foreign | -53 | 0 | 0 |
Current Income Tax Expense (Benefit) | 1,639 | 1,224 | -3,777 |
Federal | -199,454 | -2,580 | -19,476 |
State | -13,416 | 2,687 | 1,522 |
Deferred Income Tax Expense (Benefit) | -212,870 | 107 | -17,954 |
Income tax (provision) benefit | ($211,231) | $1,331 | ($21,731) |
Income_Taxes_Effective_Income_
Income Taxes Effective Income Tax Rate Reconciliation (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Effective Income Tax Rate Reconciliation [Abstract] | ' | ' | ' |
Federal income tax (provision) benefit at statutory rate (35%) | $113,955 | ($3,013) | ($20,719) |
State income taxes, net of federal benefit | 7,677 | -703 | -2,197 |
Non-deductible expenses | -771 | -280 | -220 |
Net change to valuation allowance | -266,561 | 1,348 | 370 |
Change in state tax rate | 4,725 | 1,985 | -185 |
Uncertain tax positions | 1,434 | 1,893 | 1,220 |
Non-deductible goodwill | -72,213 | 0 | 0 |
Other | 523 | 101 | 0 |
Income tax (provision) benefit | ($211,231) | $1,331 | ($21,731) |
Income_Taxes_Deferred_Tax_Asse
Income Taxes Deferred Tax Assets and Liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Deferred Tax Assets And Liabilities [Abstract] | ' | ' |
Accrued liabilities and reserves | $7,054 | $10,834 |
Net operating loss carryforwards | 0 | 902 |
Other | 10,278 | 9,873 |
Deferred Tax Assets, Valuation Allowance, Current | -14,832 | -2,605 |
Accrued liabilities and reserves | -1,661 | -751 |
Other | -290 | -2,299 |
Deferred income taxes, net | 549 | 15,954 |
Net operating loss carryforwards | 249,908 | 195,440 |
Deferred Tax Assets, Capital Loss Carryforwards | 1,909 | 0 |
Deferred Tax Assets, Tax Credit Carryforwards, Alternative Minimum Tax | 14,973 | 14,988 |
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals Non Current | 3,978 | 7,602 |
Deferred Tax Assets, Subscriber-base and Other Intangible Assets Non Current | 54,860 | 36,586 |
Deferred Tax Assets, Other Non-current | 13,978 | 22,919 |
Deferred Tax Assets, Valuation Allowance, Noncurrent | -290,604 | -35,990 |
Deferred Tax Liabilities, Subscriber-base and Other Intangible Assets Non Current | -38,024 | -41,544 |
Accrued liabilities and reserves | -3,094 | -316 |
Deferred Tax Liabilities, Indefinite-lived Intangible Assets | -2,522 | -1,925 |
Deferred Tax Liabilities, Other Non-current | -7,583 | -2,748 |
Long-term deferred income taxes, net | 0 | 195,012 |
Deferred Tax Liabilities, Net | -2,221 | ' |
Net deferred tax asset (liability) | ($1,672) | $210,966 |
Income_Taxes_Uncertain_Tax_Pos
Income Taxes Uncertain Tax Positions (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Uncertain Tax Positions [Abstract] | ' | ' | ' | ' |
Unrecognized Tax Benefits | $21,628,000 | $23,400,000 | $24,560,000 | $18,367,000 |
Unrecognized Tax Benefits, Increases Resulting from Prior Period Tax Positions | 63,000 | 192,000 | ' | ' |
Unrecognized Tax Benefits, Increases Resulting from Tax Positions under Acquisition Accounting | 0 | 7,812,000 | ' | ' |
Unrecognized Tax Benefits, Decreases Resulting from Prior Period Tax Positions | -1,835,000 | -1,811,000 | ' | ' |
Unrecognized Tax Benefits, Interest on Income Taxes Accrued | 500,000 | 700,000 | ' | ' |
Unrecognized Tax Benefits, Income Tax Penalties Accrued | 800,000 | 800,000 | ' | ' |
Unrecognized Tax Benefits, Increases Resulting from Acquisition | ' | 400,000 | ' | ' |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit | 5,500,000 | ' | ' | ' |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | $5,700,000 | ' | ' | ' |
Income_Taxes_Other_Tax_Disclos
Income Taxes Other Tax Disclosures (Details) (USD $) | 12 Months Ended | |
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Other Tax Disclosures | ' | ' |
Effective Income Tax Rate, Continuing Operations | -65.00% | ' |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate | 35.00% | ' |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance | 82.00% | ' |
Effective Income Tax Reconciliation Non Deductible Goodwill | 22.00% | ' |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes | 4.00% | ' |
Valuation Allowance, Deferred Tax Asset, Change in Amount | $266.30 | ' |
Valuation Allowance Deferred Tax Asset Change In Amount, Per Share | $2.61 | ' |
Valuation Allowance, Amount | 305.4 | ' |
Operating Loss Carry forwards Limited Under Section 382 | 350.5 | ' |
Tax Credit Carryforward, Amount | 15 | 15 |
Other Tax Carryforward, Gross Amount | 1.9 | ' |
Federal | ' | ' |
Other Tax Disclosures | ' | ' |
Operating Loss Carryforwards | 620.8 | 493.6 |
State and Local | ' | ' |
Other Tax Disclosures | ' | ' |
Operating Loss Carryforwards | $32.60 | $23.40 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ' | ' | ' |
2014 | $40,436,000 | ' | ' |
2015 | 27,985,000 | ' | ' |
2016 | 23,949,000 | ' | ' |
2017 | 22,458,000 | ' | ' |
2018 | 24,648,000 | ' | ' |
Thereafter | 42,241,000 | ' | ' |
Total minimum lease payments, including estimated operating expenses | 181,717,000 | ' | ' |
Less aggregate contracted sublease income | -6,310,000 | ' | ' |
Operating Leases Future Minimum Payments Net | 175,407,000 | ' | ' |
Operating Leases, Rent Expense, Net [Abstract] | ' | ' | ' |
Operating Leases, Rent Expense | $14,000,000 | $14,200,000 | $13,700,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies Additional Disclosures (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Commitments and Contingencies Disclosure [Abstract] | ' | ' |
Loss Contingency, Loss in Period | $7,200,000 | $8,300,000 |
Loss Contingency, Unrecorded | 3,500,000 | ' |
Purchase Obligation, Fiscal Year Maturity [Abstract] | ' | ' |
2014 | 50,603,000 | ' |
2015 | 28,803,000 | ' |
2016 | 14,358,000 | ' |
2017 | 3,804,000 | ' |
2018 | 2,323,000 | ' |
Thereafter | 7,069,000 | ' |
Total | $106,960,000 | ' |
Fair_Value_Measurements_Fair_V
Fair Value Measurements Fair Value Measurements (Details) (USD $) | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |
Schedule of assets measured at fair value on a recurring basis | ' |
Available-for-sale Securities, Fair Value Disclosure | $46,851 |
Carrying (Reported) Amount, Fair Value Disclosure | ' |
Schedule of assets measured at fair value on a recurring basis | ' |
Cash and Cash Equivalents, Fair Value Disclosure | 27,854 |
Assets, Fair Value Disclosure | 74,705 |
Estimate of Fair Value, Fair Value Disclosure | ' |
Schedule of assets measured at fair value on a recurring basis | ' |
Cash and Cash Equivalents, Fair Value Disclosure | 27,854 |
Assets, Fair Value Disclosure | 74,705 |
Fair Value, Inputs, Level 1 | ' |
Schedule of assets measured at fair value on a recurring basis | ' |
Cash and Cash Equivalents, Fair Value Disclosure | 27,854 |
Assets, Fair Value Disclosure | 27,854 |
Fair Value, Inputs, Level 2 | ' |
Schedule of assets measured at fair value on a recurring basis | ' |
Cash and Cash Equivalents, Fair Value Disclosure | 0 |
Assets, Fair Value Disclosure | 46,851 |
Fair Value, Inputs, Level 3 | ' |
Schedule of assets measured at fair value on a recurring basis | ' |
Cash and Cash Equivalents, Fair Value Disclosure | 0 |
Assets, Fair Value Disclosure | 0 |
US Treasury and Government | Carrying (Reported) Amount, Fair Value Disclosure | ' |
Schedule of assets measured at fair value on a recurring basis | ' |
Available-for-sale Securities, Fair Value Disclosure | 30,181 |
US Treasury and Government | Estimate of Fair Value, Fair Value Disclosure | ' |
Schedule of assets measured at fair value on a recurring basis | ' |
Available-for-sale Securities, Fair Value Disclosure | 30,181 |
US Treasury and Government | Fair Value, Inputs, Level 1 | ' |
Schedule of assets measured at fair value on a recurring basis | ' |
Available-for-sale Securities, Fair Value Disclosure | 0 |
US Treasury and Government | Fair Value, Inputs, Level 2 | ' |
Schedule of assets measured at fair value on a recurring basis | ' |
Available-for-sale Securities, Fair Value Disclosure | 30,181 |
US Treasury and Government | Fair Value, Inputs, Level 3 | ' |
Schedule of assets measured at fair value on a recurring basis | ' |
Available-for-sale Securities, Fair Value Disclosure | 0 |
Corporate Debt Securities | Carrying (Reported) Amount, Fair Value Disclosure | ' |
Schedule of assets measured at fair value on a recurring basis | ' |
Available-for-sale Securities, Fair Value Disclosure | 5,314 |
Corporate Debt Securities | Estimate of Fair Value, Fair Value Disclosure | ' |
Schedule of assets measured at fair value on a recurring basis | ' |
Available-for-sale Securities, Fair Value Disclosure | 5,314 |
Corporate Debt Securities | Fair Value, Inputs, Level 1 | ' |
Schedule of assets measured at fair value on a recurring basis | ' |
Available-for-sale Securities, Fair Value Disclosure | 0 |
Corporate Debt Securities | Fair Value, Inputs, Level 2 | ' |
Schedule of assets measured at fair value on a recurring basis | ' |
Available-for-sale Securities, Fair Value Disclosure | 5,314 |
Corporate Debt Securities | Fair Value, Inputs, Level 3 | ' |
Schedule of assets measured at fair value on a recurring basis | ' |
Available-for-sale Securities, Fair Value Disclosure | 0 |
Commercial Paper | Carrying (Reported) Amount, Fair Value Disclosure | ' |
Schedule of assets measured at fair value on a recurring basis | ' |
Available-for-sale Securities, Fair Value Disclosure | 9,293 |
Commercial Paper | Estimate of Fair Value, Fair Value Disclosure | ' |
Schedule of assets measured at fair value on a recurring basis | ' |
Available-for-sale Securities, Fair Value Disclosure | 9,293 |
Commercial Paper | Fair Value, Inputs, Level 1 | ' |
Schedule of assets measured at fair value on a recurring basis | ' |
Available-for-sale Securities, Fair Value Disclosure | 0 |
Commercial Paper | Fair Value, Inputs, Level 2 | ' |
Schedule of assets measured at fair value on a recurring basis | ' |
Available-for-sale Securities, Fair Value Disclosure | 9,293 |
Commercial Paper | Fair Value, Inputs, Level 3 | ' |
Schedule of assets measured at fair value on a recurring basis | ' |
Available-for-sale Securities, Fair Value Disclosure | 0 |
Certificates of deposit | Carrying (Reported) Amount, Fair Value Disclosure | ' |
Schedule of assets measured at fair value on a recurring basis | ' |
Available-for-sale Securities, Fair Value Disclosure | 1,552 |
Certificates of deposit | Estimate of Fair Value, Fair Value Disclosure | ' |
Schedule of assets measured at fair value on a recurring basis | ' |
Available-for-sale Securities, Fair Value Disclosure | 1,552 |
Certificates of deposit | Fair Value, Inputs, Level 1 | ' |
Schedule of assets measured at fair value on a recurring basis | ' |
Available-for-sale Securities, Fair Value Disclosure | 0 |
Certificates of deposit | Fair Value, Inputs, Level 2 | ' |
Schedule of assets measured at fair value on a recurring basis | ' |
Available-for-sale Securities, Fair Value Disclosure | 1,552 |
Certificates of deposit | Fair Value, Inputs, Level 3 | ' |
Schedule of assets measured at fair value on a recurring basis | ' |
Available-for-sale Securities, Fair Value Disclosure | 0 |
Municipal Bonds | ' |
Schedule of assets measured at fair value on a recurring basis | ' |
Available-for-sale Securities, Fair Value Disclosure | 511 |
Municipal Bonds | Carrying (Reported) Amount, Fair Value Disclosure | ' |
Schedule of assets measured at fair value on a recurring basis | ' |
Available-for-sale Securities, Fair Value Disclosure | 511 |
Municipal Bonds | Estimate of Fair Value, Fair Value Disclosure | ' |
Schedule of assets measured at fair value on a recurring basis | ' |
Available-for-sale Securities, Fair Value Disclosure | 511 |
Municipal Bonds | Fair Value, Inputs, Level 1 | ' |
Schedule of assets measured at fair value on a recurring basis | ' |
Available-for-sale Securities, Fair Value Disclosure | 0 |
Municipal Bonds | Fair Value, Inputs, Level 2 | ' |
Schedule of assets measured at fair value on a recurring basis | ' |
Available-for-sale Securities, Fair Value Disclosure | 511 |
Municipal Bonds | Fair Value, Inputs, Level 3 | ' |
Schedule of assets measured at fair value on a recurring basis | ' |
Available-for-sale Securities, Fair Value Disclosure | $0 |
Fair_Value_Measurements_Fair_V1
Fair Value Measurements Fair Value Measurements (Details2) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Schedule of fair value of debt excluding capital leases [Line Items] | ' | ' |
Long-term Debt | $607,931 | $616,265 |
Senior Secured Notes Due 2020 | ' | ' |
Schedule of fair value of debt excluding capital leases [Line Items] | ' | ' |
Long-term Debt | 300,000 | 0 |
Senior Notes due 2019 | ' | ' |
Schedule of fair value of debt excluding capital leases [Line Items] | ' | ' |
Long-term Debt | 300,000 | 300,000 |
DeltaCom Notes | ' | ' |
Schedule of fair value of debt excluding capital leases [Line Items] | ' | ' |
Long-term Debt | 0 | 292,300 |
Estimate of Fair Value, Fair Value Disclosure | ' | ' |
Schedule of fair value of debt excluding capital leases [Line Items] | ' | ' |
Long-term Debt | 608,133 | 621,915 |
Estimate of Fair Value, Fair Value Disclosure | Senior Secured Notes Due 2020 | ' | ' |
Schedule of fair value of debt excluding capital leases [Line Items] | ' | ' |
Long-term Debt | 303,663 | 0 |
Estimate of Fair Value, Fair Value Disclosure | Senior Notes due 2019 | ' | ' |
Schedule of fair value of debt excluding capital leases [Line Items] | ' | ' |
Long-term Debt | 304,470 | 315,000 |
Estimate of Fair Value, Fair Value Disclosure | DeltaCom Notes | ' | ' |
Schedule of fair value of debt excluding capital leases [Line Items] | ' | ' |
Long-term Debt | 0 | 306,915 |
Carrying (Reported) Amount, Fair Value Disclosure | ' | ' |
Schedule of fair value of debt excluding capital leases [Line Items] | ' | ' |
Long-term Debt | 592,238 | 599,176 |
Carrying (Reported) Amount, Fair Value Disclosure | Senior Secured Notes Due 2020 | ' | ' |
Schedule of fair value of debt excluding capital leases [Line Items] | ' | ' |
Long-term Debt | 300,000 | 0 |
Carrying (Reported) Amount, Fair Value Disclosure | Senior Notes due 2019 | ' | ' |
Schedule of fair value of debt excluding capital leases [Line Items] | ' | ' |
Long-term Debt | 292,238 | 291,182 |
Carrying (Reported) Amount, Fair Value Disclosure | DeltaCom Notes | ' | ' |
Schedule of fair value of debt excluding capital leases [Line Items] | ' | ' |
Long-term Debt | $0 | $307,994 |
Supplemental_Disclosure_of_Cas2
Supplemental Disclosure of Cash Flow Information (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Supplemental Disclosure of Cash Flow Information [Abstract] | ' | ' | ' |
Cash paid during the year for interest | $62,309 | $66,513 | $59,170 |
Cash paid during the year for income taxes | $1,316 | $2,910 | $4,375 |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
segment | |||||||||||
Segment Reporting Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of reportable segments | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' |
Revenues | $301,839 | $308,578 | $313,401 | $316,788 | $328,726 | $330,839 | $334,479 | $341,091 | $1,240,606 | $1,335,135 | $1,300,543 |
Cost of revenues (exclusive of depreciation and amortization) | 150,178 | 144,760 | 152,938 | 152,866 | 154,671 | 155,343 | 165,554 | 157,048 | 600,742 | 632,616 | 581,264 |
Gross margin | ' | ' | ' | ' | ' | ' | ' | ' | 639,864 | 702,519 | 719,279 |
Direct segment operating expenses | ' | ' | ' | ' | ' | ' | ' | ' | 393,253 | 400,068 | 366,504 |
Segment operating income | ' | ' | ' | ' | ' | ' | ' | ' | 246,611 | 302,451 | 352,775 |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 183,114 | 183,165 | 159,993 |
Impairment of goodwill | ' | ' | ' | ' | ' | ' | ' | ' | 255,599 | 0 | 0 |
Restructuring, acquisition and integration-related costs | ' | ' | ' | ' | ' | ' | ' | ' | 40,030 | 18,244 | 32,068 |
Corporate operating expenses | ' | ' | ' | ' | ' | ' | ' | ' | 32,817 | 29,019 | 31,070 |
Income (loss) from operations | -14,302 | -1,710 | 3,935 | -252,872 | 14,058 | 15,862 | 14,726 | 27,377 | -264,949 | 72,023 | 129,644 |
Business Services Segment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 964,227 | 1,017,425 | 924,698 |
Cost of revenues (exclusive of depreciation and amortization) | ' | ' | ' | ' | ' | ' | ' | ' | 506,245 | 527,514 | 463,782 |
Gross margin | ' | ' | ' | ' | ' | ' | ' | ' | 457,982 | 489,911 | 460,916 |
Direct segment operating expenses | ' | ' | ' | ' | ' | ' | ' | ' | 342,630 | 332,542 | 293,211 |
Segment operating income | ' | ' | ' | ' | ' | ' | ' | ' | 115,352 | 157,369 | 167,705 |
Consumer Services Segment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 276,379 | 317,710 | 375,845 |
Cost of revenues (exclusive of depreciation and amortization) | ' | ' | ' | ' | ' | ' | ' | ' | 94,497 | 105,102 | 117,482 |
Gross margin | ' | ' | ' | ' | ' | ' | ' | ' | 181,882 | 212,608 | 258,363 |
Direct segment operating expenses | ' | ' | ' | ' | ' | ' | ' | ' | 50,623 | 67,526 | 73,293 |
Segment operating income | ' | ' | ' | ' | ' | ' | ' | ' | $131,259 | $145,082 | $185,070 |
Segment_Information_Segment_In
Segment Information Segment Information (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Segment Reporting Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | $301,839 | $308,578 | $313,401 | $316,788 | $328,726 | $330,839 | $334,479 | $341,091 | $1,240,606 | $1,335,135 | $1,300,543 |
Business Services Segment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 964,227 | 1,017,425 | 924,698 |
Consumer Services Segment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 276,379 | 317,710 | 375,845 |
Retail Services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 793,940 | 845,664 | 766,098 |
Wholesale Services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 151,071 | 151,910 | 136,224 |
Other Services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 19,216 | 19,851 | 22,376 |
Access and Service | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 231,448 | 269,533 | 323,998 |
Value Added Services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | $44,931 | $48,177 | $51,847 |
Quarterly_Financial_Data_Unaud2
Quarterly Financial Data (Unaudited) Quarterly Financial Data (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Quarterly Financial Information Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | $301,839,000 | $308,578,000 | $313,401,000 | $316,788,000 | $328,726,000 | $330,839,000 | $334,479,000 | $341,091,000 | $1,240,606,000 | $1,335,135,000 | $1,300,543,000 |
Cost of revenues | 150,178,000 | 144,760,000 | 152,938,000 | 152,866,000 | 154,671,000 | 155,343,000 | 165,554,000 | 157,048,000 | 600,742,000 | 632,616,000 | 581,264,000 |
Income (loss) from operations | -14,302,000 | -1,710,000 | 3,935,000 | -252,872,000 | 14,058,000 | 15,862,000 | 14,726,000 | 27,377,000 | -264,949,000 | 72,023,000 | 129,644,000 |
Loss from discontinued operations, net of tax | -339,000 | -225,000 | -292,000 | -1,105,000 | -719,000 | -491,000 | -499,000 | -709,000 | ' | ' | ' |
Net income (loss) | -279,873,000 | -11,338,000 | -11,201,000 | -236,415,000 | -9,000 | 1,372,000 | -1,106,000 | 7,263,000 | -538,827,000 | 7,520,000 | 34,567,000 |
Basic net income (loss) per share | ($2.74) | ($0.11) | ($0.11) | ($2.30) | $0 | $0.01 | ($0.01) | $0.07 | ($5.25) | $0.07 | $0.32 |
Diluted income (loss) per share | ($2.74) | ($0.11) | ($0.11) | ($2.30) | $0 | $0.01 | ($0.01) | $0.07 | ($5.25) | $0.07 | $0.32 |
Impairment of goodwill | ' | ' | ' | ' | ' | ' | ' | ' | 255,599,000 | 0 | 0 |
Valuation Allowance, Deferred Tax Asset, Change in Amount | ' | ' | ' | ' | ' | ' | ' | ' | $266,300,000 | ' | ' |