Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Jan. 31, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | EARTHLINK HOLDINGS CORP. | ||
Entity Central Index Key | 1,102,541 | ||
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 | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 105,594,768 | ||
Entity Public Float | $ 667.2 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 51,529 | $ 91,296 |
Accounts receivable, net of allowance of $3,537 and $2,999 as of December 31, 2015 and 2016, respectively | 76,765 | 74,724 |
Prepaid expenses | 15,557 | 14,187 |
Other current assets | 7,142 | 9,724 |
Total current assets | 150,993 | 189,931 |
Property and equipment, net | 331,119 | 372,504 |
Goodwill | 142,411 | 137,751 |
Other intangible assets, net | 2,360 | 25,325 |
Other long-term assets | 8,763 | 9,141 |
Total assets | 635,646 | 734,652 |
Current liabilities: | ||
Accounts payable | 15,782 | 18,442 |
Accrued payroll and related expenses | 34,884 | 50,532 |
Other accrued liabilities | 56,472 | 64,305 |
Deferred revenue | 37,051 | 40,229 |
Current portion of long-term debt and capital lease obligations | 4,444 | 6,787 |
Total current liabilities | 148,633 | 180,295 |
Long-term debt and capital lease obligations | 437,458 | 505,613 |
Long-term deferred income taxes, net | 4,494 | 3,876 |
Other long-term liabilities | 24,873 | 22,022 |
Total liabilities | 615,458 | 711,806 |
Commitments and contingencies (See Note 15) | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value, 100,000 shares authorized, 0 shares issued and outstanding as of December 31, 2015 and 2016 | 0 | 0 |
Common stock, $0.01 par value, 300,000 shares authorized, 200,207 and 201,879 shares issued as of December 31, 2015 and 2016, respectively, and 103,880 and 105,503 shares outstanding as of December 31, 2015 and 2016, respectively | 2,019 | 2,002 |
Additional paid-in capital | 2,016,575 | 2,026,638 |
Accumulated deficit | (1,253,257) | (1,260,937) |
Treasury stock, at cost, 96,327 and 96,376 shares as of December 31, 2015 and 2016, respectively | (745,149) | (744,857) |
Total stockholders' equity | 20,188 | 22,846 |
Total liabilities and stockholders' equity | $ 635,646 | $ 734,652 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 2,999 | $ 3,537 |
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 | 201,879 | 200,207 |
Common Stock, Shares, Outstanding | 105,503 | 103,880 |
Treasury Stock, Shares | 96,376 | 96,327 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Revenues | $ 959,874,000 | $ 1,097,252,000 | $ 1,176,895,000 |
Operating costs and expenses: | |||
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 442,608,000 | 500,628,000 | 557,436,000 |
Selling, general and administrative (exclusive of depreciation and amortization shown separately below) | 319,231,000 | 368,763,000 | 419,019,000 |
Depreciation and amortization | 135,248,000 | 188,315,000 | 186,872,000 |
Impairment of long-lived assets | 0 | 0 | 14,334,000 |
Restructuring, acquisition and integration-related costs | 17,807,000 | 19,320,000 | 20,088,000 |
Total operating costs and expenses | 914,894,000 | 1,077,026,000 | 1,197,749,000 |
Income (loss) from operations | 44,980,000 | 20,226,000 | (20,854,000) |
Gain on sale of businesses | 9,128,000 | 0 | 0 |
Interest expense and other, net | (40,660,000) | (50,972,000) | (56,261,000) |
Loss on extinguishment of debt | (4,823,000) | (9,734,000) | 0 |
Income (loss) from continuing operations before income taxes | 8,625,000 | (40,480,000) | (77,115,000) |
Income tax benefit (provision) | (945,000) | (2,730,000) | 4,744,000 |
Income (loss) from continuing operations | 7,680,000 | (43,210,000) | (72,371,000) |
Loss from discontinued operations, net of tax | 0 | 0 | (381,000) |
Net income (loss) | $ 7,680,000 | $ (43,210,000) | $ (72,752,000) |
Basic net income (loss) per share | |||
Continuing operations | $ 0.07 | $ (0.42) | $ (0.71) |
Discontinued operations | 0 | 0 | 0 |
Basic net income (loss) per share | $ 0.07 | $ (0.42) | $ (0.71) |
Basic weighted average common shares outstanding | 105,194 | 103,388 | 102,313 |
Diluted net income (loss) per share | |||
Continuing operations | $ 0.07 | $ (0.42) | $ (0.71) |
Discontinued operations | 0 | 0 | 0 |
Diluted net income (loss) per share | $ 0.07 | $ (0.42) | $ (0.71) |
Diluted weighted average common shares outstanding | 108,596 | 103,388 | 102,313 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands | Total | Common Stock, Shares | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Treasury Stock, Shares | Treasury Stock |
Stockholders' Equity Attributable to Parent at Dec. 31, 2013 | $ 162,218,000 | $ 1,975,000 | $ 2,047,607,000 | $ (1,144,975,000) | $ (742,389,000) | ||
Common Stock, Shares, Outstanding at Dec. 31, 2013 | 197,491 | ||||||
Treasury Stock, Shares at Dec. 31, 2013 | (95,615) | ||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 1,132 | ||||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | 0 | 11,000 | (11,000) | ||||
Adjustments Related to Tax Withholding for Share-based Compensation | (3,418,000) | (3,418,000) | |||||
Adjustments to Additional Paid in Capital, Dividends in Excess of Retained Earnings | (16,013,000) | (16,013,000) | |||||
Adjustments to Additional Paid in Capital Dividends Payable on Restricted Stock | (5,383,000) | (5,383,000) | |||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 12,600,000 | 12,600,000 | |||||
Return of Escrow, Shares | (56) | ||||||
Return of Escrow, Value | (258,000) | (258,000) | |||||
Treasury Stock, Shares, Acquired | (656) | ||||||
Treasury Stock, Value, Acquired, Cost Method | (2,210,000) | (2,210,000) | |||||
Net income (loss) | (72,752,000) | (72,752,000) | |||||
Stockholders' Equity Attributable to Parent at Dec. 31, 2014 | 74,784,000 | 1,986,000 | 2,035,382,000 | (1,217,727,000) | (744,857,000) | ||
Common Stock, Shares, Outstanding at Dec. 31, 2014 | 198,623 | ||||||
Treasury Stock, Shares at Dec. 31, 2014 | (96,327) | ||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 1,584 | ||||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | 1,715,000 | 16,000 | 1,699,000 | ||||
Adjustments Related to Tax Withholding for Share-based Compensation | (3,102,000) | (3,102,000) | |||||
Adjustments to Additional Paid in Capital, Dividends in Excess of Retained Earnings | (26,388,000) | (26,388,000) | |||||
Adjustments to Additional Paid in Capital Dividends Payable on Restricted Stock | 4,453,000 | 4,453,000 | |||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 14,594,000 | 14,594,000 | |||||
Net income (loss) | (43,210,000) | (43,210,000) | |||||
Stockholders' Equity Attributable to Parent at Dec. 31, 2015 | $ 22,846,000 | 2,002,000 | 2,026,638,000 | (1,260,937,000) | (744,857,000) | ||
Common Stock, Shares, Outstanding at Dec. 31, 2015 | 103,880 | 200,207 | |||||
Treasury Stock, Shares at Dec. 31, 2015 | 96,327 | (96,327) | |||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 1,672 | ||||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | $ 252,000 | 17,000 | 235,000 | ||||
Adjustments Related to Tax Withholding for Share-based Compensation | (4,355,000) | (4,355,000) | |||||
Adjustments to Additional Paid in Capital, Dividends in Excess of Retained Earnings | (22,023,000) | (22,023,000) | |||||
Adjustments to Additional Paid in Capital Dividends Payable on Restricted Stock | (112,000) | (112,000) | |||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | $ 16,192,000 | 16,192,000 | |||||
Return of Escrow, Shares | (49) | ||||||
Return of Escrow, Value | $ (292,000) | ||||||
Net income (loss) | 7,680,000 | 7,680,000 | |||||
Stockholders' Equity Attributable to Parent at Dec. 31, 2016 | $ 20,188,000 | $ 2,019,000 | $ 2,016,575,000 | $ (1,253,257,000) | $ (745,149,000) | ||
Common Stock, Shares, Outstanding at Dec. 31, 2016 | 105,503 | 201,879 | |||||
Treasury Stock, Shares at Dec. 31, 2016 | 96,376 | (96,376) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 7,680,000 | $ (43,210,000) | $ (72,752,000) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 135,248,000 | 188,315,000 | 186,872,000 |
Impairment of long-lived assets | 0 | 0 | 14,334,000 |
Gain on sale of businesses | (9,128,000) | 0 | 0 |
Non-cash income taxes | 570,000 | 677,000 | 591,000 |
Stock-based compensation | 16,192,000 | 14,594,000 | 12,600,000 |
Amortization of debt discount and issuance costs | 3,091,000 | 3,703,000 | 4,104,000 |
Loss on extinguishment of debt | 4,823,000 | 9,734,000 | 0 |
Other operating activities | (683,000) | 356,000 | (81,000) |
Decrease (increase) in accounts receivable, net | (4,546,000) | 17,892,000 | 8,191,000 |
Decrease (increase) in prepaid expenses and other assets | (1,861,000) | 3,281,000 | 4,457,000 |
Decrease in accounts payable and accrued and other liabilities | (31,318,000) | (24,171,000) | (12,792,000) |
Decrease in deferred revenue | 5,897,000 | (3,723,000) | (5,529,000) |
Net cash provided by operating activities | 125,965,000 | 167,448,000 | 139,995,000 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (84,071,000) | (87,468,000) | (102,863,000) |
Purchase of business, net of cash acquired | (10,359,000) | 0 | 0 |
Proceeds from sale of businesses | 30,427,000 | 0 | 0 |
Other investing activities | 0 | 0 | 86,000 |
Net cash used in investing activities | (64,003,000) | (87,468,000) | (102,777,000) |
Cash flows from financing activities: | |||
Proceeds from issuance of debt, net of issuance costs | 67,522,000 | 89,761,000 | 0 |
Repayment of debt and capital lease obligations | (147,479,000) | (187,905,000) | (1,498,000) |
Payment of dividends | (22,023,000) | (26,388,000) | (16,013,000) |
Repurchases of common stock | 0 | 0 | (2,210,000) |
Proceeds from exercises of stock options | 251,000 | 1,715,000 | 0 |
Net cash used in financing activities | (101,729,000) | (122,817,000) | (19,721,000) |
Net (decrease) increase in cash and cash equivalents | (39,767,000) | (42,837,000) | 17,497,000 |
Cash and cash equivalents, beginning of year | 91,296,000 | 134,133,000 | 116,636,000 |
Cash and cash equivalents, end of year | $ 51,529,000 | $ 91,296,000 | $ 134,133,000 |
Organization (Notes)
Organization (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Organization [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure | Organization EarthLink Holdings Corp. (“EarthLink” or the “Company”), together with its consolidated subsidiaries, is a leading managed network, security and cloud services provider to business and residential customers in the United States. The Company provides a broad range of data, voice and managed network services to retail and wholesale business customers. The Company also provides nationwide Internet access and related value-added services to residential customers. The Company operates an extensive network including more than 29,000 route fiber miles and 90 metro fiber rings. Through its owned and leased facilities, the Company provides data and voice IP service coverage across more than 90 percent of the United States. The Company operates four reportable segments aligned around distinct customer categories: Enterprise/Mid-Market, Small Business, Carrier/Transport and Consumer. For further information concerning the Company’s reportable segments, see Note 18, “Segment Information.” On November 5, 2016, the Company entered into a definitive merger agreement with Windstream Holdings, Inc. (“Windstream”) under which the Company and Windstream will merge in an all-stock transaction valued at approximately $1.1 billion . Under the terms of the merger agreement, EarthLink’s shareholders will receive 0.818 shares of Windstream common stock for each EarthLink share owned. Upon closing of the transaction, Windstream shareholders will own approximately 51% and EarthLink shareholders will own approximately 49% of the combined company. The transaction was approved by the EarthLink and Windstream shareholders on February 24, 2017. The transaction remains subject to customary closing conditions and is expected to close in the first quarter of 2017. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
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. 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; the useful lives of intangible assets and property and equipment; the use, recoverability, and/or realizability of certain assets, including deferred tax assets and acquired intangible assets; facility exit and restructuring liabilities; revenue reserves for billings to other carriers; expected results of disputed vendor charges for cost of revenues; 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 over 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 arising from new facts and circumstances are recorded to the 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. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable consist principally of trade receivables from customers and are generally unsecured and due within 30 days. The Company maintains an allowance for doubtful accounts for accounts receivable 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 the Company's customers were to deteriorate, resulting in an inability to make payments, additional allowances may be required. Bad debt expense related to allowances for doubtful accounts is included in selling, general and administrative expenses in the Consolidated Statements of Comprehensive Income (Loss). The Company's allowance for doubtful accounts was $3.5 million and $3.0 million as of December 31, 2015 and 2016 , respectively. The Company's bad debt expense was $8.7 million , $6.2 million and $5.3 million during the years ended December 31, 2014, 2015 and 2016 , respectively. The Company's write-offs of uncollectible accounts were $11.1 million , $8.9 million and $5.8 million during the years ended December 31, 2014, 2015 and 2016 , respectively. 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 of maintenance and repairs are charged to operating expense as incurred. Upon retirements or sales, the Company removes the original cost and related accumulated depreciation and any gains and losses are included in income (loss) from operations in the Consolidated Statements of Comprehensive Income (Loss). Upon impairment, the Company accelerates depreciation of the asset and such cost is included in income (loss) from operations 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 20–40 years Communications and fiber optic network 5–20 years Computer equipment and software 3–5 years Office and other equipment 3–5 years Customer acquisition costs 3 years 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 certain business 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 external and 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 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 acquisition 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 not be recoverable. 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 its reporting units 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 is recognized in an amount equal to the excess. Other intangible assets consist 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. Long-Lived Assets The Company evaluates the recoverability of long-lived assets, including property and equipment and 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 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. During the year ended December 31, 2014, the Company recorded $14.3 million for impairment of long-lived assets, which consisted of impairment of work in progress for information technology projects not expected to be used, impairment of software licenses not expected to be used and impairment of certain assets held for sale. The impairment loss is classified within impairment of long-lived assets in the Consolidated Statement of Comprehensive Loss. 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 holidays 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 accrued 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 restore to their previous condition upon exit from the lease. The fair value of the obligation is also capitalized as property and equipment and amortized over the estimated useful life of the associated asset over the shorter of estimated useful life or lease term. The Company's asset retirement obligations were $3.3 million and $2.9 million as of December 31, 2015 and 2016 , respectively, and are included in other long-term liabilities in the Consolidated Balance Sheets. Revenue Recognition General. The Company 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. The Company's customers generally are billed in advance for their services, and revenue is recognized ratably over the service period. Advance billings from customers for invoiced services that have not yet been performed are recorded as deferred revenue in the Consolidated Balance Sheets. The Company generates revenues by providing a broad range of data, voice and managed network services to business and residential customers. The Company’s revenues primarily consist of the following: • Monthly recurring charges for providing data, voice and managed network services; transmission capacity; and Internet access and related value-added services; • Usage revenues; • Equipment revenues; and • Non-recurring and other revenues, such as installation fees, termination fees and administrative fees. 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, limited to amounts currently billable under the terms of the Company's contracts. 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 to the customer. 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 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 the Company believes 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 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; fees paid to suppliers of our value-added services; fees paid to content providers for information provided on online properties; and the cost of equipment sold to customers. 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 for billing disputes 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 $7.8 million , $5.6 million and $5.8 million during the years ended December 31, 2014, 2015 and 2016 , respectively. Stock-Based Compensation As of December 31, 2016 , the Company had various stock-based compensation plans, which are more fully described in Note 11, "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. 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, E911 payments, 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. When 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. Restructuring, Acquisition and Integration-Related Costs Restructuring, acquisition and integration-related costs consist of costs related to the Company's restructuring, acquisition and integration-related activities. 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 include the following: • Integration-related costs, such as system conversion and integration-related consulting and employee costs. The Company is also undertaking a long-term network optimization project designed to consolidate traffic onto network facilities operated by the Company and reduce the usage of other carriers’ networks. Integration-related costs associated with this initiative include costs to migrate traffic to lower cost circuits and to terminate existing contracts prior to their expiration; • Severance, retention and other employee termination costs associated with acquisition and integration activities and as a result of evaluations of our operating structure; • Facility-related costs, such as lease termination and asset impairments; and • Transaction-related costs, which are direct costs incurred to effect a business combination, such as advisory, legal, accounting, valuation and other professional fees. 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 and debt discounts; interest earned on the Company's cash and cash equivalents; 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, 2014, 2015 and 2016 : Year Ended December 31, 2014 2015 2016 (in thousands) Interest expense $ 56,382 $ 49,979 $ 40,711 Other, net (121 ) 993 (51 ) Interest expense and other, net $ 56,261 $ 50,972 $ 40,660 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 deferred tax assets if it is "more-likely-than-not" that those assets will not be realized. The Company 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). Discontinued Operations The operating results of the Company's telecom systems business acquired as part of ITC^DeltaCom ("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 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 legacy Business Services segment. The following table presents summarized results of operations related to discontinued operations for the year ended December 31, 2014: Year Ended December 31, 2014 (in thousands) Revenues $ 116 Operating costs and expenses (497 ) Loss from discontinued operations, net of tax $ (381 ) Earnings per Share Basic earnings per share represents net 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 and restricted stock units (collectively "Common Stock Equivalents"), were exercised or converted into common stock. The dilutive effect of outstanding stock options and restricted stock units 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. 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 and trade receivables. 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, 2015 and 2016 , no customer accounted for more than 10% of gross accounts receivable. Supply Risk . The Company's business depends on the availability, 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. Recently Issued Accounting Pronouncements Revenue Recognition . In May 2014, the Financial Accounting Standards Board (the "FASB") issued authoritative guidance on revenue from contracts with customers. The new guidance outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard requires significantly expanded disclosures about revenue contract assets and liabilities. The new standard also includes new accounting principles related to the deferral and amortization of contract acquisition and fulfillment costs. In August 2015, the FASB issued guidance that deferred the effective date by one year. The standard is now required to be adopted by public business entities in annual periods beginning on or after December 15, 2017, and interim periods within those annual periods, and may be applied on a full retrospective or modified retrospective approach. Early adoption at the original effective date is permitted. The Company has elected to adopt the standard in the first quarter of the fiscal year ending December 31, 2018 utilizing the modified retrospective basis. The Company has established a cross-functional team to implement the standard and in the process of implementing changes to its systems, processes and internal controls to meet the standard's reporting and disclosure requirements. While the Company has not fully quantified the effects of the standard on its consolidated financial statements, the Company has determined that the requirement to defer incremental contract acquisition costs, including sales commissions, and recognize such costs over the contract period or expected customer life will result in the recognition of a deferred charge within the Company's consolidated balance sheets. The Company is continuing to evaluate the impact of the implementation of this standard on its financial statements. Going Concern . In August 2014, the FASB issued authoritative guidance related to the disclosure of uncertainties about an entity's ability to continue as a going concern. The new guidance requires management to evaluate whether there are conditions and events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the financial statements and to provide related footnote disclosures if so. The new standard is effective for fiscal years ending after December 31, 2016, and annual and interim periods thereafter. Early adoption is permitted. The Company adopted this standard in the fourth quarter of 2016. The adoption did not have a material impact on the Company's financial statements. Leases . In February 2016, the FASB issued authoritative guidance on accounting for leases. The new guidance requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. As of the lease commencement date, a lessee is required to recognize a liability for its lease obligation (initially measured at the present value of the future lease payments not yet paid over the lease term) an |
Earnings Per Share (Notes)
Earnings Per Share (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |
Earnings Per Share | Earnings Per Share The following table presents the computation for basic and diluted net income (loss) per share for the years ended December 31, 2014, 2015 and 2016 : Year Ended December 31, 2014 2015 2016 (in thousands, except per share data) Numerator Income (loss) from continuing operations $ (72,371 ) $ (43,210 ) $ 7,680 Loss from discontinued operations, net of tax (381 ) — — Net income (loss) $ (72,752 ) $ (43,210 ) $ 7,680 Denominator Basic weighted average common shares outstanding 102,313 103,388 105,194 Dilutive effect of Common Stock Equivalents — — 3,402 Diluted weighted average common shares outstanding 102,313 103,388 108,596 Basic net income (loss) per share Continuing operations $ (0.71 ) $ (0.42 ) $ 0.07 Discontinued operations — — — Basic net income (loss) per share $ (0.71 ) $ (0.42 ) $ 0.07 Diluted net income (loss) per share Continuing operations $ (0.71 ) $ (0.42 ) $ 0.07 Discontinued operations — — — Diluted net income (loss) per share $ (0.71 ) $ (0.42 ) $ 0.07 The Company has not included the effect of Common Stock Equivalents in the calculation of diluted earnings per share for the years ended December 31, 2014 and 2015 because such inclusion would have an anti-dilutive effect due to the Company's net loss. As of December 31, 2014 and 2015, the Company had 8.3 million and 8.7 million stock options and restricted stock units outstanding, respectively, which were excluded from the determination of dilutive earnings per share. During the year ended December 31, 2016, approximately 0.7 million stock options and restricted stock units were excluded from the calculation of diluted earnings per share because their effect would have been anti-dilutive. Anti-dilutive securities could be dilutive in future periods. |
Acquisition (Notes)
Acquisition (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Acquisition [Abstract] | |
Acquisition | Acquisition On July 13, 2016, the Company acquired Boston Retail Partners, LLC (“BRP”), a privately-held management consulting firm focused on the retail industry, for initial consideration of approximately $11.7 million , plus possible earn-out payments which could increase the purchase price by up to $5.6 million . The primary purpose of the transaction was to provide additional professional services capabilities in connection with the Company's strategy to be a leading managed network, security and cloud services provider for multi-location retail and service businesses. The acquisition was accounted for as a business combination. The assets acquired and liabilities assumed of BRP were recognized at their acquisition date fair values. In allocating the purchase price based on estimated fair values, EarthLink recorded approximately $7.9 million of goodwill, $3.4 million of identifiable intangible assets, $1.5 million of net other assets and a $1.1 million liability for possible earn-out payments. The allocation of the consideration transferred was based upon a preliminary valuation and the Company’s estimates and assumptions are subject to change. The primary areas of the preliminary purchase price allocation that are not yet finalized relate to working capital adjustments, the fair value of intangible assets, income and non-income based taxes and residual goodwill. EarthLink has included the financial results of BRP in its consolidated financial statements from the date of acquisition. Pro forma financial information for BRP has not been presented, as the effects were not material to the Company's consolidated financial statements. |
Sale of Businesses (Notes)
Sale of Businesses (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Sale of Businesses [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Sale of Businesses On February 1, 2016, the Company sold certain assets related to its IT services product offerings. The primary purpose of the sale was to simplify operations and provide more flexibility to invest in new capabilities and services to drive growth in the Company's core business. The purchase price in the transaction was $29.6 million , subject to post-closing contingencies that could increase or decrease the purchase price by up to $5.0 million . The Company received $26.6 million of cash. The other $3.0 million of consideration was deposited into an escrow account to fund potential indemnification obligations. The Company recognized a pretax gain of $6.3 million and recorded a $2.0 million deferred gain for contingent consideration. The gain is included in gain on sale of businesses in the Consolidated Statement of Comprehensive Income (Loss). The carrying amount of the IT services assets was $17.5 million , which included $11.4 million of property and equipment, $2.3 million of goodwill, $3.5 million of other intangible assets and $0.3 million of other assets and liabilities. Total revenue of the Company's IT services business was approximately $45.4 million , $45.1 million and $3.4 million , respectively, during the years ended December 31, 2014, 2015 and 2016 . The sale of the IT services business did not represent a strategic shift in the Company's business nor did it have a major effect on the Company's consolidated results of operations, financial position or cash flows, and accordingly, did not qualify for reporting as a discontinued operation. The IT services business was previously included in the Company's Enterprise/Mid-Market and Small Business segments. On July 15, 2016, the Company sold approximately 12,000 consumer customer relationships to one of its network providers for $3.8 million of cash and recognized a pretax gain of $2.8 million . The gain is included in gain on sale of businesses in the Consolidated Statement of Comprehensive Income (Loss). The carrying amount of the disposed assets was $1.0 million . The customer relationships were previously included in the Company's Consumer segment. |
Property and Equipment (Notes)
Property and Equipment (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Property and Equipment [Abstract] | |
Property and Equipment | Property and Equipment The Company's property and equipment consisted of the following as of December 31, 2015 and 2016 : December 31, 2015 December 31, 2016 (in thousands) Communications and fiber optic networks $ 619,699 $ 634,936 Computer equipment and software 278,139 255,055 Land and buildings 42,477 42,623 Leasehold improvements 29,407 26,237 Office and other equipment 15,688 14,906 Work in progress 13,786 11,401 Property and equipment, gross 999,196 985,158 Less accumulated depreciation (626,692 ) (654,039 ) Property and equipment, net $ 372,504 $ 331,119 Depreciation expense, which includes amortization of property under capital leases, was $123.7 million , $122.2 million and $112.4 million for the years ended December 31, 2014, 2015 and 2016 , respectively. During the year ended December 31, 2016, the Company wrote-off, retired or impaired property and equipment that had a cost basis and accumulated depreciation of $64.9 million . |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill The following table presents changes in the carrying amount of goodwill by operating segment during the year ended December 31, 2016 : Enterprise/ Small Carrier/ Mid-Market Business Transport Consumer Total (in thousands) Balance as of December 31, 2015 Goodwill $ 237,982 $ 57,137 $ 98,290 $ 88,920 $ 482,329 Accumulated impairment loss (208,443 ) (50,045 ) (86,090 ) — (344,578 ) 29,539 7,092 12,200 88,920 137,751 Goodwill acquired 7,947 — — — 7,947 Goodwill disposed (1,516 ) (746 ) — (1,025 ) (3,287 ) 6,431 (746 ) — (1,025 ) 4,660 Balance as of December 31, 2016 Goodwill 244,413 56,391 98,290 87,895 486,989 Accumulated impairment loss (208,443 ) (50,045 ) (86,090 ) — (344,578 ) $ 35,970 $ 6,346 $ 12,200 $ 87,895 $ 142,411 Other Intangible Assets The following table presents the components of the Company’s acquired identifiable intangible assets as of December 31, 2015 and 2016 : As of December 31, 2015 As of December 31, 2016 Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value (in thousands) Customer relationships $ 346,825 $ (323,365 ) $ 23,460 $ 339,858 $ (338,307 ) $ 1,551 Developed technology and software 26,261 (24,396 ) 1,865 25,311 (25,311 ) — Trade names 1,521 (1,521 ) — 1,801 (1,564 ) 237 Other — — — 630 (58 ) 572 Other intangible assets, net $ 374,607 $ (349,282 ) $ 25,325 $ 367,600 $ (365,240 ) $ 2,360 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, trade names and other intangible assets 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, 2016 , the weighted average amortization periods were 5.3 years for customer relationships, 4.7 years for trade names and 5.0 years for other identifiable intangible assets. As a result of a change in estimate for the estimated useful lives of certain customer relationships in December 2014, the results of operations for the year ended December 31, 2015 included additional amortization expense of $5.7 million , or $0.05 per share, respectively. During the year ended December 31, 2016 , the Company sold intangible assets that had a gross carrying value of $10.4 million and a net carrying value of $3.5 million . 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, 2014, 2015 and 2016 was as follows: Year Ended December 31, 2014 2015 2016 (in thousands) Amortization expense $ 63,177 $ 66,164 $ 22,824 Based on the current amount of definite-lived intangible assets, the Company expects to record amortization expense of approximately $0.8 million , $0.8 million , $0.5 million , $0.1 million and $0.1 million during the years ending December 31, 2017 , 2018 , 2019 , 2020 and 2021, 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 Annual Test of Goodwill . 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 2016 impairment test. 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 identified four reporting units for evaluating goodwill for the 2016 annual impairment test, which were Enterprise/Mid-Market, Small Business, Carrier/Transport and Consumer. 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 for its fiscal 2016 impairment test based on the income approach. This model uses 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. The annual impairment test during the fourth quarters of 2014 , 2015 and 2016 indicated that the fair value of the Company's reporting units exceeded their carrying values. 2015 Interim Test of Goodwill. Prior to September 30, 2015, the Company identified two reporting units for evaluating goodwill, Business Services and Consumer Services. In connection with changes in the Company's organizational, operational and reporting structure, effective September 30, 2015, the Company identified four reporting units for evaluating goodwill: Enterprise/Mid-Market, Small Business, Carrier/Transport and Consumer. Each of these reporting units constituted a business for which discrete financial information is available and segment management regularly reviews the operating results. As a result of the change in reporting units, the Company performed an interim goodwill test immediately prior to the change in reporting units at the legacy reporting unit level and immediately after the change in reporting units at the new reporting unit level. The Company elected to forgo the qualitative assessment of goodwill for its interim impairment tests. The Company estimated the fair values of its reporting units based on the income approach. This model uses 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 rates to calculate the terminal value. The interim impairment tests as of September 30, 2015 indicated that the fair value of the Company’s reporting units, both prior to the change in reporting units at the legacy reporting unit level and immediately after the change in reporting units at the new reporting unit level, exceeded their carrying values. As a result, the Company did not record any impairment of goodwill. Definite-Lived Intangible Assets . The Company did not record any impairment charges for its definite-lived intangible assets during the years ended December 31, 2014, 2015 and 2016 . |
Other Accrued Liabilities (Note
Other Accrued Liabilities (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Other Accrued Liabilities [Abstract] | |
Other Accrued Liabilities | Other Accrued Liabilities The Company's other accrued liabilities consisted of the following as of December 31, 2015 and 2016 : December 31, 2015 December 31, 2016 (in thousands) Accrued taxes and surcharges $ 14,663 $ 13,766 Accrued communications costs 23,201 16,332 Customer-related liabilities 7,854 5,501 Accrued interest 3,822 2,712 Other 14,765 18,161 Total other accrued liabilities $ 64,305 $ 56,472 |
Long-Term Debt and Capital Leas
Long-Term Debt and Capital Lease Obligations | 12 Months Ended |
Dec. 31, 2016 | |
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, 2015 and 2016 : December 31, 2015 December 31, 2016 (in thousands) Senior secured notes due June 2020 $ 300,000 $ 300,000 Unamortized debt issue costs on senior secured notes due June 2020 (4,723 ) (3,654 ) Senior notes due May 2019 173,925 76,557 Unamortized discount and debt issue costs on senior notes due May 2019 (5,393 ) (1,711 ) Senior secured term loan — 48,750 Unamortized debt issue costs on senior secured term loan — (541 ) Senior secured revolving credit facility 35,000 10,000 Capital lease obligations 13,591 12,501 Carrying value of debt and capital lease obligations 512,400 441,902 Less current portion of debt and capital lease obligations (6,787 ) (4,444 ) Long-term debt and capital lease obligations $ 505,613 $ 437,458 2016 Transactions During the the year ended December 31, 2016, the Company redeemed $90.0 million aggregate principal amount of its 8.875% Senior Notes due 2019 (the “Senior Notes”) at a redemption price equal to 102.219% of the principal amount thereof, plus accrued and unpaid interest. The Company used $34.0 million of existing cash, a $50.0 million term loan and $10.0 million under its senior secured revolving credit facility to fund the redemption, call premium and accrued interest. During the year ended December 31, 2016, the Company also repurchased $7.4 million outstanding principal of its 8.875% Senior Notes in the open market for $7.4 million , plus accrued and unpaid interest. The Company recognized a $4.5 million loss on extinguishment of debt on the above transactions, consisting of the write-off of unamortized discount on debt, the write-off of debt issuance costs and payment of premium on the repurchase. The losses are included in loss on extinguishment of debt in the Consolidated Statement of Comprehensive Income (Loss). The payment of premiums is included in repayment of debt and capital lease obligations in the Consolidated Statement of Cash Flows. During the year ended December 31, 2016, the Company repaid a total of $45.0 million of its senior secured revolving credit facility, and drew a total of $20.0 million of its senior secured revolving credit facility, for a net decrease of $25.0 million during the the year. On June 30, 2016, the Company refinanced its senior secured revolving credit facility. See "2016 Credit Facility" below for more information. As of December 31, 2016, the Company had $10.0 million outstanding under its senior secured revolving credit facility, which was classified within long-term debt and capital lease obligations. 2015 Transactions During the year ended December 31, 2015, pursuant to terms under the indenture and authorization by the Board of Directors, the Company redeemed $70.0 million aggregate principal amount of its Senior Notes at a redemption price of 104.438% of the principal amount thereof, or $73.1 million , plus accrued and unpaid interest. During the year ended December 31, 2015, the Company also repurchased $56.1 million outstanding principal of its Senior Notes in the open market for $58.3 million , plus accrued and unpaid interest. The Company recognized a $9.7 million loss on extinguishment of debt on the above transactions during the year ended December 31, 2015, consisting of $5.2 million for premiums paid on the repurchase, $2.5 million for the write-off of unamortized discount on debt and $2.0 million for the write-off of unamortized debt issuance costs. The losses are included in loss on extinguishment of debt in the Consolidated Statement of Comprehensive Income (Loss). The payment of premiums is included in repayment of debt and capital lease obligations in the Consolidated Statement of Cash Flows. During the year ended December 31, 2015, the Company drew a total of $90.0 million under its senior secured revolving credit facility, net of issuance costs, and repaid a total of $55.0 million of its senior secured revolving credit facility, for a net increase of $35.0 million during the the year. As of December 31, 2015, the Company had $35.0 million outstanding under its senior secured revolving credit facility, of which $5.0 million was classified within current portion of long-term debt and capital lease obligations and $30.0 million was classified within long-term debt and capital lease obligations. 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 are classified as a direct deduction of long-term debt and capital lease obligations 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. The effective interest rate of the Senior Secured Notes is 7.73% , which includes the stated interest rate and the transaction fees and expenses. 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 Securities and Exchange Commission ("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 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 of certain of the Company’s wholly-owned subsidiaries (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, 2016 , 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, 2016 , the indenture governing the Company's Senior Secured Notes permitted approximately $212.4 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. Senior Notes due May 2019 General. In May 2011, the Company completed a private placement of $300.0 million aggregate principal amount of 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 . The effective interest rate of the Senior Notes is 9.83% , which includes the stated interest rate, the original issue discount and the transaction fees. 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 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 was able to 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 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, 2016 , 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, 2016 , the indenture governing the Company's Senior Notes permitted approximately $340.6 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. 2016 Credit Facility General. In June 2016, the Company entered into a second amended and restated credit agreement (the “Credit Agreement”) providing for a new senior secured revolving credit facility with aggregate revolving commitments of up to $125.0 million and an up to $50.0 million delayed draw senior secured term loan (together, the "Credit Facility"). The senior secured revolving credit facility replaced the Company’s previous $135.0 million senior secured credit facility. The Company paid $2.5 million of transaction fees and expenses related to the new Credit Facility, which are being amortized to interest expense over the life of the Credit Facility. The payment of transaction fees is included in proceeds from issuance of debt, net of issuance costs, in the Consolidated Statement of Cash Flows. The Company wrote-off $0.2 million of unamortized debt issuance costs related to the previous $135.0 million senior secured revolving credit facility. The loss is included in loss on extinguishment of debt in the Consolidated Statements of Comprehensive Income (Loss). 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, 2016 , the Company’s Commitment Fee was 0.5% and the Company’s borrowing cost was LIBOR plus 3.25% for LIBOR Rate Loans and the Base Rate plus 2.25% for Base Rate Loans. As of December 31, 2016 , the interest rate on the Company's senior secured revolving credit facility and term loan was 4.06% . As of December 31, 2016 , $1.4 million of letters of credit were outstanding under the facility’s Letter of Credit Sublimit. The amended and restated credit facility matures on June 30, 2021 and all amounts outstanding thereunder shall be due and payable in full, except that if the Company's Senior Secured Notes have not been repaid in full by February 29, 2020, the maturity date will be February 29, 2020. The term loan is subject to quarterly amortization of principal, commencing with the first fiscal quarter ending after the term loan is funded, as set forth as follows with the remaining outstanding principal amount (and any accrued and unpaid interest) due on February 29, 2020: Year 1, 5.0%; Year 2, 5.0%; Year 3, 7.5%, Year 4, 7.5%; and Year 5, 10.0%. During the year ended December 31, 2016 , the Company made quarterly principal payments of $1.3 million on the term loan. The Credit Facility may in the future be increased by up to $50.0 million (so long as the aggregate amount of the Credit Facility does not exceed $175.0 million) with additional commitments from the current lenders or other financial institutions reasonably acceptable to the administrative agent and the satisfaction of conditions contained in the Credit Agreement. The Company is the borrower under the Credit Facility. All obligations of the borrower under the Credit Agreement are guaranteed by each 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 (other than immaterial subsidiaries). The obligations of the Company and the subsidiary guarantors under the Credit Facility, as well as obligations under any treasury management, interest protection or other hedging arrangements entered into with a lender (or affiliate thereof), 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 and security interests in, (i) substantially all of the Company’s and the subsidiary guarantors’ present and future personal property assets (subject to certain exclusions set forth in the Credit Agreement), (ii) certain of the Company’s and the subsidiary guarantors’ present and future real estate owned in fee simple that is required by the Credit Agreement to be mortgaged, (iii) all present and future shares of the capital stock of the Company’s and the subsidiary guarantors’ present and future subsidiaries (excluding any stock in excess of 66% of the voting stock of non-U.S. subsidiaries), and (iv) all proceeds and products of the foregoing property and assets. Prepayment . The Company may prepay the 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 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 contained 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 senior secured notes and senior 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 2.5 to 1.0. The Company was in compliance with all covenants as of December 31, 2016 . Financial Information Under Rule 3-10 of Regulation S-X The Company’s Senior Notes and Senior Secured Notes (the "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, 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 Notes. Based on these facts, and in accordance with SEC 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. Minimum lease payments under capital leases as of December 31, 2016 are as follows: Year Ending December 31, (in thousands) 2017 $ 3,427 2018 3,445 2019 3,475 2020 3,298 2021 2,122 Thereafter 911 Total minimum lease payments 16,678 Less amounts representing interest (4,177 ) Total capital lease obligations $ 12,501 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 , the Company had $65.7 million available under the current authorizations. The Company may repurchase its common stock from time to time in compliance with the SEC’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. In addition, the agreements governing the Company’s Senior Secured Notes and Senior Notes and the Company's Credit Agreement contain restrictions on the ability of the Company to repurchase common stock. The Company repurchased 0.7 million of common stock under its share repurchase program for $2.2 million during the year ended December 31, 2014. The Company did not repurchase any common stock under its share repurchase program during the years ended December 31, 2015 or 2016. Escrow Transactions On April 1, 2011, the Company acquired 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. 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, 2014 and 2016. No shares were returned from the One Communications escrow fund during the year ended December 31, 2015. As of December 31, 2016, no claims remained outstanding and the escrow has been closed. Year Ended December 31, 2014 2016 (in thousands) Total shares returned 56 49 Total value of shares returned $ 258 $ 292 Dividends During the years ended December 31, 2014, 2015 and 2016 , 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 $16.0 million , $26.4 million and $22.0 million , respectively, during the years ended December 31, 2014, 2015 and 2016 . 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 and Senior Notes and the Company's Credit Agreement contain restrictions on the amount of dividends the Company can pay. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense was $12.6 million , $14.6 million and $16.2 million during the years ended December 31, 2014, 2015 and 2016 , 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 12.0 million shares, of which approximately 8.6 million shares were still available for grant as of December 31, 2016 . 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, 2016 : Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (shares and dollars in thousands) Outstanding as of December 31, 2015 908 $ 6.52 Granted — — Exercised (41 ) 6.08 Forfeited and expired (184 ) 8.44 Outstanding as of December 31, 2016 683 6.04 6.0 $ 201 Vested and expected to vest as of December 31, 2016 647 6.07 5.9 $ 186 Exercisable as of December 31, 2016 444 6.39 5.6 $ 101 The aggregate intrinsic value amounts in the table above represent the closing price of the Company’s common stock on December 31, 2016 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, 2016 . The total intrinsic value of options exercised during the year ended December 31, 2016 was not material. The total intrinsic value of options exercised during the year ended December 31, 2015 was $1.1 million . There were no stock option exercises during the year ended December 31, 2014. 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, 2016 , there was $0.1 million of total unrecognized compensation cost related to stock options. That cost is expected to be recognized over a weighted-average period of 1.0 year . The following table summarizes the status of the Company’s stock options as of December 31, 2016 : Stock Options Outstanding Stock Options 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) $ 4.97 to $ 4.97 300 7.0 $ 4.97 150 $ 4.97 6.08 to 6.08 179 6.1 6.08 90 6.08 7.02 to 9.23 204 4.2 7.56 204 7.56 4.97 to 9.23 683 6.0 6.04 444 6.39 There were no stock options granted during the years ended December 31, 2015 and 2016. The fair value of stock options granted during the year ended December 31, 2014 was estimated using the Black-Scholes option-pricing model with the following assumptions: Year Ended December 31, 2014 Dividend yield 4.02% Expected volatility 46.77% Risk-free interest rate 1.60% Expected life 5 years The weighted average grant date fair value of options granted during the year ended December 31, 2014 was $1.48 per share. 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, 2016 : Restricted Stock Units Weighted Average Grant Date Fair Value (in thousands) Outstanding as of December 31, 2015 7,751 $ 4.58 Granted 3,582 5.24 Vested (2,420 ) 4.90 Forfeited (779 ) 4.55 Outstanding as of December 31, 2016 8,134 $ 4.77 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, 2014, 2015 and 2016 was $4.14 , $4.60 and $5.24 , respectively. The total fair value of shares vested during the years ended December 31, 2014, 2015 and 2016 was $8.0 million , $9.2 million and $13.5 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. As of December 31, 2016 , there was $18.7 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 . |
Profit Sharing Plans
Profit Sharing Plans | 12 Months Ended |
Dec. 31, 2016 | |
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 $3.6 million , $3.9 million and $3.2 million during the years ended December 31, 2014, 2015 and 2016 , respectively. |
Restructuring, Acquisition and
Restructuring, Acquisition and Integration-Related Costs (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring, Acquisition and Integration-Related Costs | Restructuring, Acquisition and Integration-Related Costs Restructuring, acquisition and integration-related costs consisted of the following during the years ended December 31, 2014, 2015 and 2016 : Year Ended December 31, 2014 2015 2016 (in thousands) Integration-related costs $ 9,043 $ 5,924 $ 8,135 Severance, retention and other employee costs 9,297 9,798 3,753 Facility-related costs 1,744 3,598 669 Transaction-related costs 4 — 5,250 Restructuring, acquisition and integration-related costs $ 20,088 $ 19,320 $ 17,807 Restructuring, acquisition and integration-related costs consist of costs related to the Company's restructuring, acquisition and integration-related activities. The Company recognizes a liability for costs associated with an exit or disposal activity when the liability is incurred. The Company recognizes severance costs when they are both probable and reasonably estimable. Restructuring, acquisition and integration-related costs include the following: • Integration-related costs, such as system conversion and integration-related consulting and employee costs. The Company is also undertaking a long-term network optimization project designed to consolidate traffic onto network facilities operated by the Company and reduce the usage of other carriers’ networks. Integration-related costs associated with this initiative include costs to migrate traffic to lower cost circuits and to terminate existing contracts prior to their expiration; • Severance, retention and other employee termination costs associated with acquisition and integration activities and as a result of evaluations of our operating structure; • Facility-related costs, such as lease termination and asset impairments; and • Transaction-related costs, which are direct costs incurred to effect a business combination, such as advisory, legal, accounting, valuation and other professional fees. During the years ended December 31, 2014, 2015 and 2016, the Company recorded $9.1 million , $13.4 million and $4.4 million of restructuring costs, respectively, in connection with changes in its business strategy that resulted in reductions in workforce and the closing of certain sales offices and other facilities. Restructuring costs for the years ended December 31, 2014, 2015 and 2016 are included in restructuring, acquisition and integration-related costs in the Consolidated Statements of Comprehensive Income (Loss). The following table summarizes activity for liability balances associated with facility exit and restructuring liabilities for the years ended December 31, 2014, 2015 and 2016: Severance and Benefits Facilities Total (in thousands) Balance as of December 31, 2013 $ — $ 5,064 $ 5,064 Accruals 7,337 1,744 9,081 Payments (1,964 ) (2,095 ) (4,059 ) Balance as of December 31, 2014 5,373 4,713 10,086 Accruals 9,798 3,598 13,396 Payments (11,632 ) (2,769 ) (14,401 ) Balance as of December 31, 2015 3,539 5,542 9,081 Accruals 3,753 669 4,422 Payments (5,053 ) (2,703 ) (7,756 ) Balance as of December 31, 2016 $ 2,239 $ 3,508 $ 5,747 As of December 31, 2015 , $5.4 million of facility exit and restructuring liabilities were classified within current liabilities and $3.7 million were classified as other long-term liabilities. As of December 31, 2016 , $3.6 million of facility exit and restructuring liabilities were classified within current liabilities and $2.1 million were classified as other long-term liabilities. |
Income Taxes (Notes)
Income Taxes (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table presents the components of the income tax benefit (provision) from continuing operations for the years ended December 31, 2014, 2015 and 2016 : Year Ended December 31, 2014 2015 2016 (in thousands) Current Federal $ 4,470 $ — $ — State 954 (1,974 ) (370 ) Foreign (89 ) (79 ) (5 ) Total current 5,335 (2,053 ) (375 ) Deferred Federal (637 ) (634 ) (542 ) State 9 (52 ) (28 ) Foreign 37 9 — Total deferred (591 ) (677 ) (570 ) Income tax benefit (provision) from continuing operations $ 4,744 $ (2,730 ) $ (945 ) 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, 2014, 2015 and 2016 : Year Ended December 31, 2014 2015 2016 (in thousands) Federal income tax benefit (provision) at statutory rate (35%) $ 26,990 $ 14,168 $ (3,019 ) State income taxes, net of federal benefit 2,885 1,351 (1,370 ) Non-deductible expenses (732 ) (326 ) (2,551 ) Net change to valuation allowance (29,565 ) (15,165 ) 7,513 Change in state tax rate 241 (2,081 ) (1,469 ) Uncertain tax positions 5,140 (1,164 ) (6 ) Other (215 ) 487 (43 ) Income tax benefit (provision) from continuing operations $ 4,744 $ (2,730 ) $ (945 ) Deferred tax assets and liabilities include the following as of December 31, 2015 and 2016 : As of December 31, 2015 2016 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 270,922 $ 274,709 Capital loss carryforward 1,493 — Alternative minimum tax carryforward 14,952 14,952 Accrued liabilities and reserves 7,501 6,107 Accrued bonus 13,217 8,096 Subscriber base and other intangible assets 48,286 48,007 Other 16,990 18,782 Valuation allowance (348,791 ) (341,278 ) Total deferred tax assets 24,570 29,375 Deferred tax liabilities: Fixed assets (19,280 ) (21,015 ) Accrued liabilities and reserves (4,334 ) (6,833 ) Indefinite-lived intangible assets (3,922 ) (4,492 ) Other (910 ) (1,529 ) Total deferred tax liabilities (28,446 ) (33,869 ) Net deferred tax liabilities $ (3,876 ) $ (4,494 ) Effective tax rate. The effective rate of 11.0% for the year ended December 31, 2016 differs from the federal statutory rate of 35% primarily due to the change in valuation allowance, the impact of state taxes including the impact of changes in enacted state tax rates and the change in uncertain tax positions. Non-deductible expenses increased the effective tax rate by approximately 29.6% . The change in the valuation allowance recorded for the year ended December 31, 2016 decreased the effective tax rate by approximately 87.1% . State tax expense for the year end December 31, 2016 increased the effective tax rate by 15.9% . Change in state tax rates increased the effective tax rate by 17.0% . The current tax provision for the year ended December 31, 2016 was primarily related to state taxes. The non-cash deferred tax expense for the year ended December 31, 2016 was due primarily to the amortization of deferred tax liabilities with indefinite useful lives. 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. Each reporting period, the Company assesses available positive and negative evidence and estimates if sufficient future taxable income will be generated to utilize the existing deferred tax assets. The Company has maintained a cumulative loss position since the period ended December 31, 2013. For purposes of assessing the realization of the deferred tax assets, this cumulative loss position is considered significant negative evidence. This cumulative loss position, along with the evaluation of all sources of taxable income available to realize the deferred tax asset, has caused management to conclude it is more likely than not that the Company will not be able to fully realize its deferred tax assets in the future. As a result, a full valuation allowance, exclusive of its deferred tax liabilities with indefinite useful lives, continues to be maintained against the Company’s net deferred tax assets. During the year ended December 31, 2016, the Company reduced its valuation allowance related to its deferred tax assets by $7.5 million . As of December 31, 2016, the Company has recorded a valuation allowance of $341.3 million against its net deferred tax assets, exclusive of its deferred tax liabilities with indefinite useful lives. Management assesses 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. The following table summarizes activity in the Company's valuation allowance, for both continuing and discontinued operations, for the years ended December 31, 2014, 2015 and 2016 : Year Ended December 31, 2014 2015 2016 (in thousands) Balance as of January 1 $ (305,436 ) $ (333,627 ) $ (348,791 ) Charges/credits to income tax (provision) benefit (29,721 ) (15,164 ) 7,513 Other adjustments 1,530 — — Balance as of December 31 $ (333,627 ) $ (348,791 ) $ (341,278 ) NOLs and tax credits. As of December 31, 2014, 2015 and 2016 , the Company had gross NOLs for federal income tax purposes totaling approximately $666.2 million , $681.0 million and $695.2 million , respectively, which begin to expire in 2020. Of these federal NOLs approximately $253.8 million , $207.3 million and $188.2 million were limited under Internal Revenue Code Section 382 in 2014, 2015 and 2016, respectively. As of December 31, 2015 and 2016, the Company had net NOLs for state income tax purposes totaling approximately $32.6 million and $31.4 million , respectively, which began to expire in 2015. 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, 2016 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, 2015 and 2016, the Company had alternative minimum tax credits of approximately $15.0 million . These credits do not have an expiration date. As of December 31, 2015, the Company had capital loss carryforwards of approximately $1.5 million which were expected to be fully utilized as of December 31, 2016. Uncertain tax positions. The Company has identified its federal tax return and its state tax returns in Alabama, Georgia, California, Massachusetts , New York, North Carolina, 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, 2016 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, 2015 and 2016 , $0.8 million and $0.9 million , respectively, of interest and $0.1 million and $0.1 million of penalties, respectively, had been accrued. As of December 31, 2016, it is reasonably possible that approximately $2.1 million of the total gross uncertain tax positions recorded, including $0.8 million of associated interest and penalties, will reverse within the next twelve months, primarily due to the resolution of state tax examinations and the expiration of statutes of limitation in various jurisdictions. A reconciliation of changes in the amount of unrecognized tax benefits for the years ended December 31, 2014, 2015 and 2016 is as follows: Year Ended December 31, 2014 2015 2016 (in thousands) Balance as of January 1 $ 21,628 $ 17,205 $ 18,357 Additions for tax positions of prior years — 1,332 — Reductions as a result of lapses in applicable statute of limitations (4,423 ) (180 ) (229 ) Balance as of December 31 $ 17,205 $ 18,357 $ 18,128 Of the total gross uncertain tax benefits recorded on the balance sheet, $1.5 million would impact the effective tax rate once settled. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating 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, 2014, 2015 and 2016 for all operating leases, excluding rent and operating expenses associated with facilities exited as part of the Company's restructuring plans, was $35.6 million , $32.2 million and $29.4 million , respectively. Minimum lease commitments (including estimated operating expenses) under non-cancelable leases as of December 31, 2016 are as follows: Year Ending December 31, (in thousands) 2017 $ 31,533 2018 25,876 2019 20,991 2020 12,650 2021 9,143 Thereafter 11,692 Total minimum lease payments, including estimated operating expenses 111,885 Less aggregate contracted sublease income (6,330 ) $ 105,555 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 under non-cancelable agreements. The following table summarizes commitments under these agreements as of December 31, 2016 : Year Ending December 31, (in thousands) 2017 $ 49,908 2018 34,055 2019 18,583 2020 7,168 2021 2,767 Thereafter 4,710 Total $ 117,191 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, E911 payments, 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 recorded a $2.2 million liability during the year ended December 31, 2014 for a loss contingency that became probable and estimable during the year. During the year ended December 31, 2015, a settlement was reached and payment was made for the recorded amount. 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 local municipalities for E911 charges and 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. 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. 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 revenues are determinable and it is reasonably assured of the collection of the amounts billed. 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 recognized $7.9 million , $5.2 million and $1.6 million of net favorable disputes related to its billings to other carriers during the years ended December 31, 2014, 2015 and 2016 , respectively, which are included in revenues in the Consolidated Statements of Comprehensive Income (Loss). 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 $12.4 million for unrecorded disputed amounts. The Company recognized $11.7 million , $12.0 million and $13.9 million for favorable disputes with telecommunication vendors during the years ended December 31, 2014, 2015 and 2016 , respectively, which is included in cost of revenues in the Consolidated Statements of Comprehensive Loss. 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, 2016 | |
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. Fair value of debt The estimated fair value of the Company’s Senior Secured Notes and Senior Notes was determined based on Level 2 input using observable market prices in less active markets. The carrying amount of the Company’s senior secured term loan and senior secured revolving credit facility approximated their fair values as of December 31, 2015 and 2016 . The following table presents the fair value of the Company’s debt, excluding capital leases, as of December 31, 2015 and 2016 : As of December 31, 2015 As of December 31, 2016 Carrying Carrying Amount Fair Value Amount Fair Value (in thousands) Senior Secured Notes $ 295,277 $ 305,439 $ 296,346 $ 316,200 Senior Notes 168,532 177,404 74,846 78,433 Senior secured term loan — — 48,211 48,750 Senior secured revolving credit facility 35,000 35,000 10,000 10,000 Total debt, excluding capital leases $ 498,809 $ 517,843 $ 429,403 $ 453,383 |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow Information | 12 Months Ended |
Dec. 31, 2016 | |
Supplemental Disclosure of Cash Flow Information [Abstract] | |
Supplemental Disclosure of Cash Flow Information | Supplemental Disclosure of Cash Flow Information Year Ended December 31, 2014 2015 2016 (in thousands) Cash paid during the year for interest $ 52,317 $ 47,705 $ 38,730 Cash paid during the year for income taxes 1,071 625 1,158 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information General The Company reports segment information along the same lines that its Chief Operating Decision Maker reviews its operating results in assessing performance and allocating resources. The Company's Chief Operating Decision Maker is its Chief Executive Officer. The Company's reportable segments are strategic business units that are aligned around distinct customer categories to optimize operations. The Company operates the following four reportable segments: • Enterprise/Mid-Market . The Company’s Enterprise/Mid-Market segment provides a broad range of data, voice and managed network services to distributed multi-site business customers. • Small Business . The Company’s Small Business segment provides a broad range of data, voice and managed network services to small, often single-site business customers. • Carrier/Transport . The Company’s Carrier/Transport segment provides transmission capacity and other data, voice and managed network services to telecommunications carriers and large enterprises. • Consumer . The Company’s Consumer segment provides nationwide Internet access and related value-added services to residential customers. Change in Reporting Units Prior to 2015, the Company operated two reportable segments, Business Services and Consumer Services. The Company’s Business Services segment provided a broad range of data, voice and managed network services to retail and wholesale business customers. The Company’s Consumer Services segment provided nationwide Internet access and related value-added services to residential customers. During the year ended December 31, 2015, the Company implemented certain organizational, operational and reporting changes that resulted in the disaggregation of its Business Services segment into three separate reportable segments: Enterprise/Mid-Market, Small Business and Carrier/Transport. The Consumer Services segment was not impacted. The Company reorganized its business around these business units to optimize operations. The Company began reporting the disaggregated information to its Chief Operating Decision Maker during the year ended December 31, 2015. Segment information for the year ended December 31, 2014 has not been restated to reflect the Company’s new reportable segment structure. The Company began recording revenue and related cost of revenue transactions at the new segment level in 2015. Management has determined that it is impracticable to restate financial information prior to 2015 to conform to the new reportable segment structure due to the level of effort required to segment customers that terminated service prior to 2015 and identify the related cost of revenue associated with those customers, as this information is not available. Segment Results The following table presents segment results under the Company’s current reportable segment structure for the years ended December 31, 2015 and 2016 : Year Ended December 31, 2015 2016 (in thousands) Enterprise/Mid-Market Revenues $ 444,968 $ 397,676 Cost of revenues (excluding depreciation and amortization) 221,347 203,928 Gross margin 223,621 193,748 Small Business Revenues 297,039 223,776 Cost of revenues (excluding depreciation and amortization) 139,440 107,662 Gross margin 157,599 116,114 Carrier/Transport Revenues 135,905 141,709 Cost of revenues (excluding depreciation and amortization) 61,979 63,158 Gross margin 73,926 78,551 Consumer Revenues 219,340 196,713 Cost of revenues (excluding depreciation and amortization) 77,862 67,860 Gross margin 141,478 128,853 Total Segments Revenues 1,097,252 959,874 Cost of revenues (excluding depreciation and amortization) 500,628 442,608 Gross margin $ 596,624 $ 517,266 The following table presents a reconciliation of segment gross margin to consolidated income (loss) before income taxes for the years ended December 31, 2015 and 2016 : Year Ended December 31, 2015 2016 (in thousands) Segment gross margin $ 596,624 $ 517,266 Operating costs and expenses: Selling, general and administrative expenses 368,763 319,231 Depreciation and amortization 188,315 135,248 Restructuring, acquisition and integration-related costs 19,320 17,807 Total operating costs and expenses 576,398 472,286 Income from operations 20,226 44,980 Gain on sale of businesses — 9,128 Interest expense and other, net (50,972 ) (40,660 ) Loss on extinguishment of debt (9,734 ) (4,823 ) Income (loss) from continuing operations before income taxes $ (40,480 ) $ 8,625 The Company evaluates performance of its segments based on segment gross margin. Segment gross margin includes revenues from external customers and related cost of revenues. Costs excluded from segment gross margin include selling, general and administrative expenses, depreciation and amortization, impairment of goodwill and intangible assets, restructuring, acquisition and integration-related costs, and interest expense and other, net, as they are not considered in the measurement of segment performance. Management continues to evaluate the segmentation of customers within the distinct customer categories, which may result in changes to segment information in the future. 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 and expenditures for additions of long-lived 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. For comparability purposes, the following table presents segment results and a reconciliation to consolidated income (loss) from continuing operations before income taxes under the Company’s previous reportable segment structure for the years ended December 31, 2014, 2015 and 2016: Year Ended December 31, 2014 2015 2016 (in thousands) Business Services Revenues $ 930,931 $ 877,912 $ 763,161 Cost of revenues (excluding depreciation and amortization) 469,523 422,766 374,748 Gross margin 461,408 455,146 388,413 Direct segment operating expenses 345,982 316,220 273,966 Segment operating income $ 115,426 $ 138,926 $ 114,447 Consumer Services Revenues $ 245,964 $ 219,340 $ 196,713 Cost of revenues (excluding depreciation and amortization) 87,913 77,862 67,860 Gross margin 158,051 141,478 128,853 Direct segment operating expenses 43,615 30,731 29,020 Segment operating income $ 114,436 $ 110,747 $ 99,833 Consolidated Revenues $ 1,176,895 $ 1,097,252 $ 959,874 Cost of revenues (excluding depreciation and amortization) 557,436 500,628 442,608 Gross margin 619,459 596,624 517,266 Direct segment operating expenses 389,597 346,951 302,986 Segment operating income 229,862 249,673 214,280 Depreciation and amortization 186,872 188,315 135,248 Impairment of long-lived assets 14,334 — — Restructuring, acquisition and integration-related costs 20,088 19,320 17,807 Corporate operating expenses 29,422 21,812 16,245 Gain on sale of businesses — — (9,128 ) Interest expense and other, net 56,261 50,972 40,660 Loss on extinguishment of debt — 9,734 4,823 Income (loss) from continuing operations before income taxes $ (77,115 ) $ (40,480 ) $ 8,625 The Company evaluated performance of its previous segment structure 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 included costs over which segment managers had 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 excluded 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, stock-based compensation expense, and interest expense and other, net, as they were not considered in the measurement of segment performance. Revenues by Products and Services The Company generates revenues by providing a broad range of data, voice and managed network services to business and residential customers. The Company’s revenues primarily consist of the following: • Monthly recurring charges for providing data, voice and managed network services; transmission capacity; and Internet access and related value-added services; • Usage revenues; • Equipment revenues; and • Non-recurring and other revenues, such as installation fees, termination fees and administrative fees. The following table presents revenue detail for the years ended December 31, 2014, 2015 and 2016 is as follows: Year Ended December 31, 2014 2015 2016 (in thousands) Monthly recurring revenues $ 1,021,931 $ 970,731 $ 841,989 Usage revenues 124,266 99,227 82,513 Equipment revenues 14,731 15,201 15,920 Non-recurring and other revenues 15,967 12,093 19,452 Total revenues $ 1,176,895 $ 1,097,252 $ 959,874 |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 . 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, 2015 June 30, 2015 Sept. 30, 2015 Dec. 31, 2015 Mar. 31, 2016 June 30, 2016 Sept. 30, 2016 Dec. 31, 2016 (unaudited) (in thousands, except per share data) Revenues $ 282,447 $ 283,664 $ 270,904 $ 260,237 $ 254,262 $ 240,357 $ 235,125 $ 230,130 Cost of revenues 129,462 127,048 122,391 121,727 115,206 110,934 109,540 106,928 Income (loss) from operations 5,091 10,566 5,750 (1,181 ) 14,432 15,648 11,116 3,784 Net income (loss) (1)(2) (10,483 ) (9,922 ) (10,523 ) (12,282 ) 7,867 4,115 230 (4,532 ) Net income (loss) per share (3): Basic $ (0.10 ) $ (0.10 ) $ (0.10 ) $ (0.12 ) $ 0.08 $ 0.04 $ — $ (0.04 ) Diluted $ (0.10 ) $ (0.10 ) $ (0.10 ) $ (0.12 ) $ 0.07 $ 0.04 $ — $ (0.04 ) _______________________________________________________________________________ (1) The Company recognized a gain of sale of businesses of $5.7 million and $3.4 million during the three months ended March 31, 2016 and September 30, 2016, respectively. (2) The Company recognized $1.3 million , $6.0 million and $2.5 million of losses of extinguishment of debt during the three months ended March 31, 2015, June 30, 2015 and September 30, 2015, respectively. The Company recognized $0.2 million , $0.2 million and $4.4 million of losses of extinguishment of debt during the three months ended March 31, 2016, June 30, 2016 and September 30, 2016, respectively. (3) 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 Accoun26
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
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. |
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; the useful lives of intangible assets and property and equipment; the use, recoverability, and/or realizability of certain assets, including deferred tax assets and acquired intangible assets; facility exit and restructuring liabilities; revenue reserves for billings to other carriers; expected results of disputed vendor charges for cost of revenues; 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 over 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 arising from new facts and circumstances are recorded to the 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. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable consist principally of trade receivables from customers and are generally unsecured and due within 30 days. The Company maintains an allowance for doubtful accounts for accounts receivable 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 the Company's customers were to deteriorate, resulting in an inability to make payments, additional allowances may be required. Bad debt expense related to allowances for doubtful accounts is included in selling, general and administrative expenses in the Consolidated Statements of Comprehensive Income (Loss). The Company's allowance for doubtful accounts was $3.5 million and $3.0 million as of December 31, 2015 and 2016 , respectively. The Company's bad debt expense was $8.7 million , $6.2 million and $5.3 million during the years ended December 31, 2014, 2015 and 2016 , respectively. The Company's write-offs of uncollectible accounts were $11.1 million , $8.9 million and $5.8 million during the years ended December 31, 2014, 2015 and 2016 , respectively. |
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 of maintenance and repairs are charged to operating expense as incurred. Upon retirements or sales, the Company removes the original cost and related accumulated depreciation and any gains and losses are included in income (loss) from operations in the Consolidated Statements of Comprehensive Income (Loss). Upon impairment, the Company accelerates depreciation of the asset and such cost is included in income (loss) from operations 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 20–40 years Communications and fiber optic network 5–20 years Computer equipment and software 3–5 years Office and other equipment 3–5 years Customer acquisition costs 3 years 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 certain business 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 external and 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 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 acquisition 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 not be recoverable. 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 its reporting units 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 is recognized in an amount equal to the excess. Other intangible assets consist 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. |
Long-Lived Assets | Long-Lived Assets The Company evaluates the recoverability of long-lived assets, including property and equipment and 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 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. During the year ended December 31, 2014, the Company recorded $14.3 million for impairment of long-lived assets, which consisted of impairment of work in progress for information technology projects not expected to be used, impairment of software licenses not expected to be used and impairment of certain assets held for sale. The impairment loss is classified within impairment of long-lived assets in the Consolidated Statement of Comprehensive Loss. |
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 holidays 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 accrued 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 restore to their previous condition upon exit from the lease. The fair value of the obligation is also capitalized as property and equipment and amortized over the estimated useful life of the associated asset over the shorter of estimated useful life or lease term. The Company's asset retirement obligations were $3.3 million and $2.9 million as of December 31, 2015 and 2016 , respectively, and are included in other long-term liabilities in the Consolidated Balance Sheets. |
Revenue Recognition | Revenue Recognition General. The Company 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. The Company's customers generally are billed in advance for their services, and revenue is recognized ratably over the service period. Advance billings from customers for invoiced services that have not yet been performed are recorded as deferred revenue in the Consolidated Balance Sheets. The Company generates revenues by providing a broad range of data, voice and managed network services to business and residential customers. The Company’s revenues primarily consist of the following: • Monthly recurring charges for providing data, voice and managed network services; transmission capacity; and Internet access and related value-added services; • Usage revenues; • Equipment revenues; and • Non-recurring and other revenues, such as installation fees, termination fees and administrative fees. 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, limited to amounts currently billable under the terms of the Company's contracts. 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 to the customer. 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 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 the Company believes 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 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; fees paid to suppliers of our value-added services; fees paid to content providers for information provided on online properties; and the cost of equipment sold to customers. 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 for billing disputes 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). Advertising expenses were $7.8 million , $5.6 million and $5.8 million during the years ended December 31, 2014, 2015 and 2016 , respectively. |
Stock-Based Compensation | Stock-Based Compensation As of December 31, 2016 , the Company had various stock-based compensation plans, which are more fully described in Note 11, "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. |
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, E911 payments, 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. When 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. |
Restructuring, Acquisition and Integration-related Costs | Restructuring, Acquisition and Integration-Related Costs Restructuring, acquisition and integration-related costs consist of costs related to the Company's restructuring, acquisition and integration-related activities. 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 include the following: • Integration-related costs, such as system conversion and integration-related consulting and employee costs. The Company is also undertaking a long-term network optimization project designed to consolidate traffic onto network facilities operated by the Company and reduce the usage of other carriers’ networks. Integration-related costs associated with this initiative include costs to migrate traffic to lower cost circuits and to terminate existing contracts prior to their expiration; • Severance, retention and other employee termination costs associated with acquisition and integration activities and as a result of evaluations of our operating structure; • Facility-related costs, such as lease termination and asset impairments; and • Transaction-related costs, which are direct costs incurred to effect a business combination, such as advisory, legal, accounting, valuation and other professional fees. 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 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 and debt discounts; interest earned on the Company's cash and cash equivalents; 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, 2014, 2015 and 2016 : Year Ended December 31, 2014 2015 2016 (in thousands) Interest expense $ 56,382 $ 49,979 $ 40,711 Other, net (121 ) 993 (51 ) Interest expense and other, net $ 56,261 $ 50,972 $ 40,660 |
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 deferred tax assets if it is "more-likely-than-not" that those assets will not be realized. The Company 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). |
Discontinued Operations | Discontinued Operations The operating results of the Company's telecom systems business acquired as part of ITC^DeltaCom ("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 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 legacy Business Services segment. The following table presents summarized results of operations related to discontinued operations for the year ended December 31, 2014: Year Ended December 31, 2014 (in thousands) Revenues $ 116 Operating costs and expenses (497 ) Loss from discontinued operations, net of tax $ (381 ) |
Earnings Per Share | Earnings per Share Basic earnings per share represents net 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 and restricted stock units (collectively "Common Stock Equivalents"), were exercised or converted into common stock. The dilutive effect of outstanding stock options and restricted stock units 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. |
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 and trade receivables. 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, 2015 and 2016 , no customer accounted for more than 10% of gross accounts receivable. Supply Risk . The Company's business depends on the availability, 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. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Revenue Recognition . In May 2014, the Financial Accounting Standards Board (the "FASB") issued authoritative guidance on revenue from contracts with customers. The new guidance outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard requires significantly expanded disclosures about revenue contract assets and liabilities. The new standard also includes new accounting principles related to the deferral and amortization of contract acquisition and fulfillment costs. In August 2015, the FASB issued guidance that deferred the effective date by one year. The standard is now required to be adopted by public business entities in annual periods beginning on or after December 15, 2017, and interim periods within those annual periods, and may be applied on a full retrospective or modified retrospective approach. Early adoption at the original effective date is permitted. The Company has elected to adopt the standard in the first quarter of the fiscal year ending December 31, 2018 utilizing the modified retrospective basis. The Company has established a cross-functional team to implement the standard and in the process of implementing changes to its systems, processes and internal controls to meet the standard's reporting and disclosure requirements. While the Company has not fully quantified the effects of the standard on its consolidated financial statements, the Company has determined that the requirement to defer incremental contract acquisition costs, including sales commissions, and recognize such costs over the contract period or expected customer life will result in the recognition of a deferred charge within the Company's consolidated balance sheets. The Company is continuing to evaluate the impact of the implementation of this standard on its financial statements. Going Concern . In August 2014, the FASB issued authoritative guidance related to the disclosure of uncertainties about an entity's ability to continue as a going concern. The new guidance requires management to evaluate whether there are conditions and events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the financial statements and to provide related footnote disclosures if so. The new standard is effective for fiscal years ending after December 31, 2016, and annual and interim periods thereafter. Early adoption is permitted. The Company adopted this standard in the fourth quarter of 2016. The adoption did not have a material impact on the Company's financial statements. Leases . In February 2016, the FASB issued authoritative guidance on accounting for leases. The new guidance requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. As of the lease commencement date, a lessee is required to recognize a liability for its lease obligation (initially measured at the present value of the future lease payments not yet paid over the lease term) and an asset for its right to use the underlying asset equal to the lease liability, adjusted for lease payments made at or before lease commencement, lease incentives, and any initial direct costs. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The Company is evaluating the impact of the implementation of this standard on its financial statements. Share-Based Payments . In March 2016, the FASB issued authoritative guidance, which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The Company is evaluating the impact of the implementation of this standard on its financial statements. Statement of Cash Flows . In August 2016, the FASB issued authoritative guidance that clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows with the objective of reducing the existing diversity in practice related to eight specific cash flow issues. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on its financial statements. Restricted Cash . In November 2016, the FASB issued authoritative guidance that requires restricted cash to be included in the cash and cash equivalents balance in the statement of cash flows. An entity is required to reconcile total cash, cash equivalents and restricted cash in the statement of cash flows to the amounts in the balance sheet and disclose the nature of the restricted cash balances. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on its financial statements. Goodwill . In January 2017, the FASB issued authoritative guidance that simplifies the accounting for goodwill impairments by eliminating Step 2 from the goodwill impairment test. Instead, if "the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit." The new standard is effective for annual and any interim impairment tests for periods beginning after December 15, 2019. Early adoption is allowed for all entities as of January 1, 2017, for annual and any interim impairment tests occurring after January 1, 2017. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Useful Lives of Property and Equipment | The estimated useful lives of property and equipment are as follows: Buildings 20–40 years Communications and fiber optic network 5–20 years Computer equipment and software 3–5 years Office and other equipment 3–5 years Customer acquisition costs 3 years 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, 2014, 2015 and 2016 : Year Ended December 31, 2014 2015 2016 (in thousands) Interest expense $ 56,382 $ 49,979 $ 40,711 Other, net (121 ) 993 (51 ) Interest expense and other, net $ 56,261 $ 50,972 $ 40,660 |
Schedule of Summarized Results of Operations for Discontinued Operations | The following table presents summarized results of operations related to discontinued operations for the year ended December 31, 2014: Year Ended December 31, 2014 (in thousands) Revenues $ 116 Operating costs and expenses (497 ) Loss from discontinued operations, net of tax $ (381 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the computation for basic and diluted net income (loss) per share for the years ended December 31, 2014, 2015 and 2016 : Year Ended December 31, 2014 2015 2016 (in thousands, except per share data) Numerator Income (loss) from continuing operations $ (72,371 ) $ (43,210 ) $ 7,680 Loss from discontinued operations, net of tax (381 ) — — Net income (loss) $ (72,752 ) $ (43,210 ) $ 7,680 Denominator Basic weighted average common shares outstanding 102,313 103,388 105,194 Dilutive effect of Common Stock Equivalents — — 3,402 Diluted weighted average common shares outstanding 102,313 103,388 108,596 Basic net income (loss) per share Continuing operations $ (0.71 ) $ (0.42 ) $ 0.07 Discontinued operations — — — Basic net income (loss) per share $ (0.71 ) $ (0.42 ) $ 0.07 Diluted net income (loss) per share Continuing operations $ (0.71 ) $ (0.42 ) $ 0.07 Discontinued operations — — — Diluted net income (loss) per share $ (0.71 ) $ (0.42 ) $ 0.07 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property and Equipment [Abstract] | |
Schedule of Property Plant and Equipment | The Company's property and equipment consisted of the following as of December 31, 2015 and 2016 : December 31, 2015 December 31, 2016 (in thousands) Communications and fiber optic networks $ 619,699 $ 634,936 Computer equipment and software 278,139 255,055 Land and buildings 42,477 42,623 Leasehold improvements 29,407 26,237 Office and other equipment 15,688 14,906 Work in progress 13,786 11,401 Property and equipment, gross 999,196 985,158 Less accumulated depreciation (626,692 ) (654,039 ) Property and equipment, net $ 372,504 $ 331,119 |
Goodwill and Other Intangible30
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in the carrying amount of goodwill by operating segment | Enterprise/ Small Carrier/ Mid-Market Business Transport Consumer Total (in thousands) Balance as of December 31, 2015 Goodwill $ 237,982 $ 57,137 $ 98,290 $ 88,920 $ 482,329 Accumulated impairment loss (208,443 ) (50,045 ) (86,090 ) — (344,578 ) 29,539 7,092 12,200 88,920 137,751 Goodwill acquired 7,947 — — — 7,947 Goodwill disposed (1,516 ) (746 ) — (1,025 ) (3,287 ) 6,431 (746 ) — (1,025 ) 4,660 Balance as of December 31, 2016 Goodwill 244,413 56,391 98,290 87,895 486,989 Accumulated impairment loss (208,443 ) (50,045 ) (86,090 ) — (344,578 ) $ 35,970 $ 6,346 $ 12,200 $ 87,895 $ 142,411 |
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 as of December 31, 2015 and 2016 : As of December 31, 2015 As of December 31, 2016 Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value (in thousands) Customer relationships $ 346,825 $ (323,365 ) $ 23,460 $ 339,858 $ (338,307 ) $ 1,551 Developed technology and software 26,261 (24,396 ) 1,865 25,311 (25,311 ) — Trade names 1,521 (1,521 ) — 1,801 (1,564 ) 237 Other — — — 630 (58 ) 572 Other intangible assets, net $ 374,607 $ (349,282 ) $ 25,325 $ 367,600 $ (365,240 ) $ 2,360 |
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, 2014, 2015 and 2016 was as follows: Year Ended December 31, 2014 2015 2016 (in thousands) Amortization expense $ 63,177 $ 66,164 $ 22,824 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities | The Company's other accrued liabilities consisted of the following as of December 31, 2015 and 2016 : December 31, 2015 December 31, 2016 (in thousands) Accrued taxes and surcharges $ 14,663 $ 13,766 Accrued communications costs 23,201 16,332 Customer-related liabilities 7,854 5,501 Accrued interest 3,822 2,712 Other 14,765 18,161 Total other accrued liabilities $ 64,305 $ 56,472 |
Long-Term Debt and Capital Le32
Long-Term Debt and Capital Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2015 and 2016 : December 31, 2015 December 31, 2016 (in thousands) Senior secured notes due June 2020 $ 300,000 $ 300,000 Unamortized debt issue costs on senior secured notes due June 2020 (4,723 ) (3,654 ) Senior notes due May 2019 173,925 76,557 Unamortized discount and debt issue costs on senior notes due May 2019 (5,393 ) (1,711 ) Senior secured term loan — 48,750 Unamortized debt issue costs on senior secured term loan — (541 ) Senior secured revolving credit facility 35,000 10,000 Capital lease obligations 13,591 12,501 Carrying value of debt and capital lease obligations 512,400 441,902 Less current portion of debt and capital lease obligations (6,787 ) (4,444 ) Long-term debt and capital lease obligations $ 505,613 $ 437,458 |
Schedule of Future Minimum Lease Payments for Capital Leases | Minimum lease payments under capital leases as of December 31, 2016 are as follows: Year Ending December 31, (in thousands) 2017 $ 3,427 2018 3,445 2019 3,475 2020 3,298 2021 2,122 Thereafter 911 Total minimum lease payments 16,678 Less amounts representing interest (4,177 ) Total capital lease obligations $ 12,501 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
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, 2014 and 2016. No shares were returned from the One Communications escrow fund during the year ended December 31, 2015. As of December 31, 2016, no claims remained outstanding and the escrow has been closed. Year Ended December 31, 2014 2016 (in thousands) Total shares returned 56 49 Total value of shares returned $ 258 $ 292 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 : Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (shares and dollars in thousands) Outstanding as of December 31, 2015 908 $ 6.52 Granted — — Exercised (41 ) 6.08 Forfeited and expired (184 ) 8.44 Outstanding as of December 31, 2016 683 6.04 6.0 $ 201 Vested and expected to vest as of December 31, 2016 647 6.07 5.9 $ 186 Exercisable as of December 31, 2016 444 6.39 5.6 $ 101 |
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, 2016 : Stock Options Outstanding Stock Options 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) $ 4.97 to $ 4.97 300 7.0 $ 4.97 150 $ 4.97 6.08 to 6.08 179 6.1 6.08 90 6.08 7.02 to 9.23 204 4.2 7.56 204 7.56 4.97 to 9.23 683 6.0 6.04 444 6.39 |
Schedule of Stock Options Valuation Assumptions | he fair value of stock options granted during the year ended December 31, 2014 was estimated using the Black-Scholes option-pricing model with the following assumptions: Year Ended December 31, 2014 Dividend yield 4.02% Expected volatility 46.77% Risk-free interest rate 1.60% Expected life 5 years |
Restricted Stock Unit Activity | The following table summarizes restricted stock unit activity as of and for the year ended December 31, 2016 : Restricted Stock Units Weighted Average Grant Date Fair Value (in thousands) Outstanding as of December 31, 2015 7,751 $ 4.58 Granted 3,582 5.24 Vested (2,420 ) 4.90 Forfeited (779 ) 4.55 Outstanding as of December 31, 2016 8,134 $ 4.77 |
Restructuring, Acquisition an35
Restructuring, Acquisition and Integration-Related Costs (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2014, 2015 and 2016 : Year Ended December 31, 2014 2015 2016 (in thousands) Integration-related costs $ 9,043 $ 5,924 $ 8,135 Severance, retention and other employee costs 9,297 9,798 3,753 Facility-related costs 1,744 3,598 669 Transaction-related costs 4 — 5,250 Restructuring, acquisition and integration-related costs $ 20,088 $ 19,320 $ 17,807 |
Schedule of Restructuring Reserve by Type of Cost | The following table summarizes activity for liability balances associated with facility exit and restructuring liabilities for the years ended December 31, 2014, 2015 and 2016: Severance and Benefits Facilities Total (in thousands) Balance as of December 31, 2013 $ — $ 5,064 $ 5,064 Accruals 7,337 1,744 9,081 Payments (1,964 ) (2,095 ) (4,059 ) Balance as of December 31, 2014 5,373 4,713 10,086 Accruals 9,798 3,598 13,396 Payments (11,632 ) (2,769 ) (14,401 ) Balance as of December 31, 2015 3,539 5,542 9,081 Accruals 3,753 669 4,422 Payments (5,053 ) (2,703 ) (7,756 ) Balance as of December 31, 2016 $ 2,239 $ 3,508 $ 5,747 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of the Income Tax Provision | The following table presents the components of the income tax benefit (provision) from continuing operations for the years ended December 31, 2014, 2015 and 2016 : Year Ended December 31, 2014 2015 2016 (in thousands) Current Federal $ 4,470 $ — $ — State 954 (1,974 ) (370 ) Foreign (89 ) (79 ) (5 ) Total current 5,335 (2,053 ) (375 ) Deferred Federal (637 ) (634 ) (542 ) State 9 (52 ) (28 ) Foreign 37 9 — Total deferred (591 ) (677 ) (570 ) Income tax benefit (provision) from continuing operations $ 4,744 $ (2,730 ) $ (945 ) |
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, 2014, 2015 and 2016 : Year Ended December 31, 2014 2015 2016 (in thousands) Federal income tax benefit (provision) at statutory rate (35%) $ 26,990 $ 14,168 $ (3,019 ) State income taxes, net of federal benefit 2,885 1,351 (1,370 ) Non-deductible expenses (732 ) (326 ) (2,551 ) Net change to valuation allowance (29,565 ) (15,165 ) 7,513 Change in state tax rate 241 (2,081 ) (1,469 ) Uncertain tax positions 5,140 (1,164 ) (6 ) Other (215 ) 487 (43 ) Income tax benefit (provision) from continuing operations $ 4,744 $ (2,730 ) $ (945 ) |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities include the following as of December 31, 2015 and 2016 : As of December 31, 2015 2016 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 270,922 $ 274,709 Capital loss carryforward 1,493 — Alternative minimum tax carryforward 14,952 14,952 Accrued liabilities and reserves 7,501 6,107 Accrued bonus 13,217 8,096 Subscriber base and other intangible assets 48,286 48,007 Other 16,990 18,782 Valuation allowance (348,791 ) (341,278 ) Total deferred tax assets 24,570 29,375 Deferred tax liabilities: Fixed assets (19,280 ) (21,015 ) Accrued liabilities and reserves (4,334 ) (6,833 ) Indefinite-lived intangible assets (3,922 ) (4,492 ) Other (910 ) (1,529 ) Total deferred tax liabilities (28,446 ) (33,869 ) Net deferred tax liabilities $ (3,876 ) $ (4,494 ) |
Schedule of Valuation Allowance | The following table summarizes activity in the Company's valuation allowance, for both continuing and discontinued operations, for the years ended December 31, 2014, 2015 and 2016 : Year Ended December 31, 2014 2015 2016 (in thousands) Balance as of January 1 $ (305,436 ) $ (333,627 ) $ (348,791 ) Charges/credits to income tax (provision) benefit (29,721 ) (15,164 ) 7,513 Other adjustments 1,530 — — Balance as of December 31 $ (333,627 ) $ (348,791 ) $ (341,278 ) |
Summary of Income Tax Contingencies | A reconciliation of changes in the amount of unrecognized tax benefits for the years ended December 31, 2014, 2015 and 2016 is as follows: Year Ended December 31, 2014 2015 2016 (in thousands) Balance as of January 1 $ 21,628 $ 17,205 $ 18,357 Additions for tax positions of prior years — 1,332 — Reductions as a result of lapses in applicable statute of limitations (4,423 ) (180 ) (229 ) Balance as of December 31 $ 17,205 $ 18,357 $ 18,128 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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 as of December 31, 2016 are as follows: Year Ending December 31, (in thousands) 2017 $ 31,533 2018 25,876 2019 20,991 2020 12,650 2021 9,143 Thereafter 11,692 Total minimum lease payments, including estimated operating expenses 111,885 Less aggregate contracted sublease income (6,330 ) $ 105,555 |
Schedule of Long-Term Purchase Commitments | The following table summarizes commitments under these agreements as of December 31, 2016 : Year Ending December 31, (in thousands) 2017 $ 49,908 2018 34,055 2019 18,583 2020 7,168 2021 2,767 Thereafter 4,710 Total $ 117,191 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
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, 2015 and 2016 : As of December 31, 2015 As of December 31, 2016 Carrying Carrying Amount Fair Value Amount Fair Value (in thousands) Senior Secured Notes $ 295,277 $ 305,439 $ 296,346 $ 316,200 Senior Notes 168,532 177,404 74,846 78,433 Senior secured term loan — — 48,211 48,750 Senior secured revolving credit facility 35,000 35,000 10,000 10,000 Total debt, excluding capital leases $ 498,809 $ 517,843 $ 429,403 $ 453,383 |
Supplemental Disclosure of Ca39
Supplemental Disclosure of Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Supplemental Disclosure of Cash Flow Information [Abstract] | |
Supplemental Disclosure of Cash Flow Information | Supplemental Disclosure of Cash Flow Information Year Ended December 31, 2014 2015 2016 (in thousands) Cash paid during the year for interest $ 52,317 $ 47,705 $ 38,730 Cash paid during the year for income taxes 1,071 625 1,158 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule Of Segment Reporting Information By New Segment | The following table presents segment results under the Company’s current reportable segment structure for the years ended December 31, 2015 and 2016 : Year Ended December 31, 2015 2016 (in thousands) Enterprise/Mid-Market Revenues $ 444,968 $ 397,676 Cost of revenues (excluding depreciation and amortization) 221,347 203,928 Gross margin 223,621 193,748 Small Business Revenues 297,039 223,776 Cost of revenues (excluding depreciation and amortization) 139,440 107,662 Gross margin 157,599 116,114 Carrier/Transport Revenues 135,905 141,709 Cost of revenues (excluding depreciation and amortization) 61,979 63,158 Gross margin 73,926 78,551 Consumer Revenues 219,340 196,713 Cost of revenues (excluding depreciation and amortization) 77,862 67,860 Gross margin 141,478 128,853 Total Segments Revenues 1,097,252 959,874 Cost of revenues (excluding depreciation and amortization) 500,628 442,608 Gross margin $ 596,624 $ 517,266 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | The following table presents a reconciliation of segment gross margin to consolidated income (loss) before income taxes for the years ended December 31, 2015 and 2016 : Year Ended December 31, 2015 2016 (in thousands) Segment gross margin $ 596,624 $ 517,266 Operating costs and expenses: Selling, general and administrative expenses 368,763 319,231 Depreciation and amortization 188,315 135,248 Restructuring, acquisition and integration-related costs 19,320 17,807 Total operating costs and expenses 576,398 472,286 Income from operations 20,226 44,980 Gain on sale of businesses — 9,128 Interest expense and other, net (50,972 ) (40,660 ) Loss on extinguishment of debt (9,734 ) (4,823 ) Income (loss) from continuing operations before income taxes $ (40,480 ) $ 8,625 The following table presents a reconciliation of segment gross margin to consolidated income (loss) before income taxes for the years ended December 31, 2015 and 2016 : Year Ended December 31, 2015 2016 (in thousands) Segment gross margin $ 596,624 $ 517,266 Operating costs and expenses: Selling, general and administrative expenses 368,763 319,231 Depreciation and amortization 188,315 135,248 Restructuring, acquisition and integration-related costs 19,320 17,807 Total operating costs and expenses 576,398 472,286 Income from operations 20,226 44,980 Gain on sale of businesses — 9,128 Interest expense and other, net (50,972 ) (40,660 ) Loss on extinguishment of debt (9,734 ) (4,823 ) Income (loss) from continuing operations before income taxes $ (40,480 ) $ 8,625 |
Schedule of Information by Previous Reportable Segments | Year Ended December 31, 2014 2015 2016 (in thousands) Business Services Revenues $ 930,931 $ 877,912 $ 763,161 Cost of revenues (excluding depreciation and amortization) 469,523 422,766 374,748 Gross margin 461,408 455,146 388,413 Direct segment operating expenses 345,982 316,220 273,966 Segment operating income $ 115,426 $ 138,926 $ 114,447 Consumer Services Revenues $ 245,964 $ 219,340 $ 196,713 Cost of revenues (excluding depreciation and amortization) 87,913 77,862 67,860 Gross margin 158,051 141,478 128,853 Direct segment operating expenses 43,615 30,731 29,020 Segment operating income $ 114,436 $ 110,747 $ 99,833 Consolidated Revenues $ 1,176,895 $ 1,097,252 $ 959,874 Cost of revenues (excluding depreciation and amortization) 557,436 500,628 442,608 Gross margin 619,459 596,624 517,266 Direct segment operating expenses 389,597 346,951 302,986 Segment operating income 229,862 249,673 214,280 Depreciation and amortization 186,872 188,315 135,248 Impairment of long-lived assets 14,334 — — Restructuring, acquisition and integration-related costs 20,088 19,320 17,807 Corporate operating expenses 29,422 21,812 16,245 Gain on sale of businesses — — (9,128 ) Interest expense and other, net 56,261 50,972 40,660 Loss on extinguishment of debt — 9,734 4,823 Income (loss) from continuing operations before income taxes $ (77,115 ) $ (40,480 ) $ 8,625 |
Schedule of Information on Revenues by Groups of Similar Services | the years ended December 31, 2014, 2015 and 2016 is as follows: Year Ended December 31, 2014 2015 2016 (in thousands) Monthly recurring revenues $ 1,021,931 $ 970,731 $ 841,989 Usage revenues 124,266 99,227 82,513 Equipment revenues 14,731 15,201 15,920 Non-recurring and other revenues 15,967 12,093 19,452 Total revenues $ 1,176,895 $ 1,097,252 $ 959,874 |
Quarterly Financial Data (Una41
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Data (Unaudited) | Three Months Ended Mar. 31, 2015 June 30, 2015 Sept. 30, 2015 Dec. 31, 2015 Mar. 31, 2016 June 30, 2016 Sept. 30, 2016 Dec. 31, 2016 (unaudited) (in thousands, except per share data) Revenues $ 282,447 $ 283,664 $ 270,904 $ 260,237 $ 254,262 $ 240,357 $ 235,125 $ 230,130 Cost of revenues 129,462 127,048 122,391 121,727 115,206 110,934 109,540 106,928 Income (loss) from operations 5,091 10,566 5,750 (1,181 ) 14,432 15,648 11,116 3,784 Net income (loss) (1)(2) (10,483 ) (9,922 ) (10,523 ) (12,282 ) 7,867 4,115 230 (4,532 ) Net income (loss) per share (3): Basic $ (0.10 ) $ (0.10 ) $ (0.10 ) $ (0.12 ) $ 0.08 $ 0.04 $ — $ (0.04 ) Diluted $ (0.10 ) $ (0.10 ) $ (0.10 ) $ (0.12 ) $ 0.07 $ 0.04 $ — $ (0.04 ) _______________________________________________________________________________ (1) The Company recognized a gain of sale of businesses of $5.7 million and $3.4 million during the three months ended March 31, 2016 and September 30, 2016, respectively. (2) The Company recognized $1.3 million , $6.0 million and $2.5 million of losses of extinguishment of debt during the three months ended March 31, 2015, June 30, 2015 and September 30, 2015, respectively. The Company recognized $0.2 million , $0.2 million and $4.4 million of losses of extinguishment of debt during the three months ended March 31, 2016, June 30, 2016 and September 30, 2016, respectively. (3) 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) $ in Billions | 12 Months Ended |
Dec. 31, 2016USD ($)route_fiber_milemetro_fiber_ringshares | |
Organization [Abstract] | |
Number of Route Fiber Miles | route_fiber_mile | 29,000 |
Number of Metro Fiber Rings | metro_fiber_ring | 90 |
Percentage Of IP Coverage In United States | 90.00% |
Number of Reportable Segments | 4 |
Business Acquisition Transaction Value | $ | $ 1.1 |
Business Acquisition Stock Conversion Ratio | shares | 0.818 |
Business Acquisition, Percentage of Voting Interests Acquired | 51.00% |
Business Acquisition Percentage Of Voting Interests of Acquiree | 49.00% |
Summary of Significant Accoun43
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Line Items] | |||
Allowance for Doubtful Accounts Receivable, Current | $ 2,999 | $ 3,537 | |
Provision for Doubtful Accounts | 5,300 | 6,200 | $ 8,700 |
Write Offs of Uncollectible Accounts | 5,800 | 8,900 | 11,100 |
Impairment of long-lived assets | 0 | 0 | 14,334 |
Asset Retirement Obligation | 2,900 | 3,300 | |
Advertising Expense | $ 5,800 | 5,600 | 7,800 |
Accounts Receivable, Credit Risk Percent | 10.00% | ||
Interest Expense and Other, Net [Abstract] | |||
Interest expense | $ 40,711 | 49,979 | 56,382 |
Other, net | 51 | (993) | 121 |
Interest expense and other, net | (40,660) | (50,972) | (56,261) |
Discontinued Operations [Abstract] | |||
Disposal Group, Including Discontinued Operation, Revenue | 116 | ||
Disposal Group, Including Discontinued Operation, Operating Expense | 497 | ||
Loss from discontinued operations, net of tax | $ 0 | $ 0 | $ (381) |
Customer Acquisition Costs | |||
Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Maximum | Land and Buildings | |||
Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Useful Life | 40 years | ||
Maximum | Communications and Fiber Optic Networks | |||
Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Useful Life | 20 years | ||
Maximum | Computer Equipment and Software | |||
Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Maximum | Office and Other Equipment | |||
Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Minimum | Land and Buildings | |||
Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Useful Life | 20 years | ||
Minimum | Communications and Fiber Optic Networks | |||
Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Minimum | Computer Equipment and Software | |||
Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Minimum | Office and Other Equipment | |||
Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Numerator | |||||||||||
Income (loss) from continuing operations | $ 7,680 | $ (43,210) | $ (72,371) | ||||||||
Loss from discontinued operations, net of tax | 0 | 0 | (381) | ||||||||
Net income (loss) | $ (4,532) | $ 230 | $ 4,115 | $ 7,867 | $ (12,282) | $ (10,523) | $ (9,922) | $ (10,483) | $ 7,680 | $ (43,210) | $ (72,752) |
Denominator | |||||||||||
Basic weighted average common shares outstanding | 105,194 | 103,388 | 102,313 | ||||||||
Dilutive effect of Common Stock Equivalents | 3,402 | 0 | 0 | ||||||||
Diluted weighted average common shares outstanding | 108,596 | 103,388 | 102,313 | ||||||||
Basic net income (loss) per share | |||||||||||
Continuing operations | $ 0.07 | $ (0.42) | $ (0.71) | ||||||||
Discontinued operations | 0 | 0 | 0 | ||||||||
Basic net income (loss) per share | $ (0.04) | $ 0 | $ 0.04 | $ 0.08 | $ (0.12) | $ (0.10) | $ (0.10) | $ (0.10) | 0.07 | (0.42) | (0.71) |
Diluted net income (loss) per share | |||||||||||
Continuing operations | 0.07 | (0.42) | (0.71) | ||||||||
Discontinued operations | 0 | 0 | 0 | ||||||||
Diluted net income (loss) per share | $ (0.04) | $ 0 | $ 0.04 | $ 0.07 | $ (0.12) | $ (0.10) | $ (0.10) | $ (0.10) | $ 0.07 | $ (0.42) | $ (0.71) |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 700 | 8,700 | 8,300 |
Acquisition (Details)
Acquisition (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Business Acquisition [Line Items] | |
Payments to Acquire Businesses, Gross | $ 11.7 |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 5.6 |
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 7.9 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 3.4 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 1.5 |
Business Combination, Contingent Consideration, Liability | $ 1.1 |
Sale of Businesses (Details)
Sale of Businesses (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from sale of businesses | $ 30,427 | $ 0 | $ 0 | ||
Gain on sale of businesses | $ 3,400 | $ 5,700 | 9,128 | 0 | 0 |
Disposal Group, Including Discontinued Operation, Intangible Assets | 3,500 | ||||
Disposal Group, Including Discontinued Operation, Revenue | 116 | ||||
IT Services | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Purchase Price Of Disposal Group | 29,600 | ||||
Contingent Purchase Price Of Disposal Group | 5,000 | ||||
Proceeds from sale of businesses | 26,600 | ||||
Escrow Portion Of Purchase Price Of Disposal Group | 3,000 | ||||
Gain on sale of businesses | 6,300 | ||||
Disposal Group, Deferred Gain on Disposal | 2,000 | ||||
Disposal Group, Including Discontinued Operation, Assets | 17,500 | ||||
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment | 11,400 | ||||
Disposal Group, Including Discontinued Operation, Goodwill | 2,300 | ||||
Disposal Group, Including Discontinued Operation, Intangible Assets | 3,500 | ||||
Disposal Group, Including Discontinued Operation, Other Assets | 300 | ||||
Disposal Group, Including Discontinued Operation, Revenue | 3,400 | $ 45,100 | $ 45,400 | ||
Customer Relationships | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from sale of businesses | 3,800 | ||||
Gain on sale of businesses | 2,800 | ||||
Disposal Group, Including Discontinued Operation, Assets | $ 1,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property and Equipment | |||
Property and equipment, gross | $ 985,158 | $ 999,196 | |
Less accumulated depreciation | (654,039) | (626,692) | |
Property and equipment, net | 331,119 | 372,504 | |
Depreciation | 112,400 | 122,200 | $ 123,700 |
Property, Plant And Equipment Disposed | 64,900 | ||
Communications and Fiber Optic Networks | |||
Property and Equipment | |||
Property and equipment, gross | 634,936 | 619,699 | |
Computer Equipment and Software | |||
Property and Equipment | |||
Property and equipment, gross | 255,055 | 278,139 | |
Land and Buildings | |||
Property and Equipment | |||
Property and equipment, gross | 42,623 | 42,477 | |
Leasehold Improvements | |||
Property and Equipment | |||
Property and equipment, gross | 26,237 | 29,407 | |
Office and Other Equipment | |||
Property and Equipment | |||
Property and equipment, gross | 14,906 | 15,688 | |
Work in Progress | |||
Property and Equipment | |||
Property and equipment, gross | $ 11,401 | $ 13,786 |
Goodwill (Details)
Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($)reporting_unit | |
Changes in the carrying amount of goodwill | |
Balance of goodwill, gross at the beginning of the period | $ 482,329 |
Balance of accumulated impairment loss at the beginning of the period | (344,578) |
Balance of goodwill at the beginning of the period | 137,751 |
Goodwill acquired | 7,947 |
Goodwill disposed | (3,287) |
Goodwill, Other Changes, Net | 4,660 |
Balance of goodwill, gross at the end of the period | 486,989 |
Balance of accumulated impairment loss at the end of the period | (344,578) |
Balance of goodwill at the end of the period | $ 142,411 |
Impairment of Goodwill and Intangible Assets | |
Number of Reporting Units | reporting_unit | 4 |
Enterprise/Mid-Market | |
Changes in the carrying amount of goodwill | |
Balance of goodwill, gross at the beginning of the period | $ 237,982 |
Balance of accumulated impairment loss at the beginning of the period | (208,443) |
Balance of goodwill at the beginning of the period | 29,539 |
Goodwill acquired | 7,947 |
Goodwill disposed | 1,516 |
Goodwill, Other Changes, Net | (6,431) |
Balance of goodwill, gross at the end of the period | 244,413 |
Balance of accumulated impairment loss at the end of the period | (208,443) |
Balance of goodwill at the end of the period | 35,970 |
Small Business | |
Changes in the carrying amount of goodwill | |
Balance of goodwill, gross at the beginning of the period | 57,137 |
Balance of accumulated impairment loss at the beginning of the period | (50,045) |
Balance of goodwill at the beginning of the period | 7,092 |
Goodwill acquired | 0 |
Goodwill disposed | 746 |
Goodwill, Other Changes, Net | (746) |
Balance of goodwill, gross at the end of the period | 56,391 |
Balance of accumulated impairment loss at the end of the period | (50,045) |
Balance of goodwill at the end of the period | 6,346 |
Carrier/Transport | |
Changes in the carrying amount of goodwill | |
Balance of goodwill, gross at the beginning of the period | 98,290 |
Balance of accumulated impairment loss at the beginning of the period | (86,090) |
Balance of goodwill at the beginning of the period | 12,200 |
Goodwill acquired | 0 |
Goodwill disposed | 0 |
Goodwill, Other Changes, Net | 0 |
Balance of goodwill, gross at the end of the period | 98,290 |
Balance of accumulated impairment loss at the end of the period | (86,090) |
Balance of goodwill at the end of the period | 12,200 |
Consumer | |
Changes in the carrying amount of goodwill | |
Balance of goodwill, gross at the beginning of the period | 88,920 |
Balance of accumulated impairment loss at the beginning of the period | 0 |
Balance of goodwill at the beginning of the period | 88,920 |
Goodwill acquired | 0 |
Goodwill disposed | (1,025) |
Goodwill, Other Changes, Net | (1,025) |
Balance of goodwill, gross at the end of the period | 87,895 |
Balance of accumulated impairment loss at the end of the period | 0 |
Balance of goodwill at the end of the period | $ 87,895 |
Other Intangible Assets (Detail
Other Intangible Assets (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Definite-lived intangible assets information | |||
Gross Carrying Value | $ 367,600 | $ 374,607 | |
Accumulated Amortization | (365,240) | (349,282) | |
Net Carrying Value | 2,360 | 25,325 | |
Amortization of intangible assets | 22,824 | 66,164 | $ 63,177 |
Change In Accounting Estimate, Amount | $ 5,700 | ||
Change In Accounting Estimate, Per Share Amount | $ 0.05 | ||
Disposal Group Including Discontinued Operation Intangible Assets, Gross | 10,400 | ||
Disposal Group, Including Discontinued Operation, Intangible Assets | 3,500 | ||
Future amortization expense of definite-lived intangible assets | |||
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 800 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 800 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 500 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 100 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 100 | ||
Customer relationships | |||
Definite-lived intangible assets information | |||
Gross Carrying Value | 339,858 | $ 346,825 | |
Accumulated Amortization | (338,307) | (323,365) | |
Net Carrying Value | $ 1,551 | 23,460 | |
Weighted average amortization period (in years) | 5 years 3 months | ||
Developed technology and software | |||
Definite-lived intangible assets information | |||
Gross Carrying Value | $ 25,311 | 26,261 | |
Accumulated Amortization | (25,311) | (24,396) | |
Net Carrying Value | 0 | 1,865 | |
Trade names | |||
Definite-lived intangible assets information | |||
Gross Carrying Value | 1,801 | 1,521 | |
Accumulated Amortization | (1,564) | (1,521) | |
Net Carrying Value | $ 237 | 0 | |
Weighted average amortization period (in years) | 4 years 8 months | ||
Other | |||
Definite-lived intangible assets information | |||
Gross Carrying Value | $ 630 | 0 | |
Accumulated Amortization | (58) | 0 | |
Net Carrying Value | $ 572 | $ 0 | |
Weighted average amortization period (in years) | 5 years |
Other Accrued Liabilities (Deta
Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Other Accrued Liabilities [Abstract] | ||
Accrued taxes and surcharges | $ 13,766 | $ 14,663 |
Accrued communications costs | 16,332 | 23,201 |
Customer-related liabilities | 5,501 | 7,854 |
Accrued interest | 2,712 | 3,822 |
Other | 18,161 | 14,765 |
Other accrued liabilities | $ 56,472 | $ 64,305 |
Long-Term Debt and Capital Le51
Long-Term Debt and Capital Lease Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument | ||
Long-term Debt | $ 441,902 | $ 512,400 |
Long-term Line of Credit | 35,000 | |
Long-term Line of Credit, Noncurrent | 30,000 | |
Long-term Debt and Capital Lease Obligations, Current | (4,444) | (6,787) |
Long-term debt and capital lease obligations | 437,458 | 505,613 |
2,017 | 3,427 | |
2,018 | 3,445 | |
2,019 | 3,475 | |
2,020 | 3,298 | |
2,021 | 2,122 | |
Thereafter | 911 | |
Total minimum lease payments | 16,678 | |
Less amounts representing interest | (4,177) | |
Total capital lease obligations | 12,501 | |
Senior Secured Notes Due 2020 | ||
Debt Instrument | ||
Long-term Debt | 300,000 | 300,000 |
Unamortized Debt Issuance Expense | (3,654) | (4,723) |
Senior Notes Due 2019 | ||
Debt Instrument | ||
Long-term Debt | 76,557 | 173,925 |
Debt Instrument, Unamortized Discount | (1,711) | (5,393) |
Senior Secured Term Loan | ||
Debt Instrument | ||
Long-term Debt | 48,750 | 0 |
Unamortized Debt Issuance Expense | (541) | 0 |
Revolving Credit Facility | ||
Debt Instrument | ||
Long-term Line of Credit, Noncurrent | 10,000 | 35,000 |
Capital Lease Obligations | ||
Debt Instrument | ||
Long-term Debt | $ 12,501 | $ 13,591 |
Long-Term Debt and Capital Le52
Long-Term Debt and Capital Lease Obligations Disclosures (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2013 | Jun. 30, 2011 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2011 | May 16, 2011 | |
Debt instrument: | |||||||||||||
Debt Instrument Redeemed Face Amount | $ 70,000,000 | ||||||||||||
Repayments of Debt | $ 34,000,000 | 73,100,000 | |||||||||||
Gross proceeds from issuance of debt | 50,000,000 | ||||||||||||
Proceeds from Lines of Credit | 10,000,000 | 90,000,000 | |||||||||||
Debt Instrument, Repurchased Face Amount | 56,100,000 | ||||||||||||
Debt Instrument, Repurchase Amount | 58,300,000 | ||||||||||||
Loss on extinguishment of debt | $ (4,400,000) | $ (200,000) | $ (200,000) | $ (2,500,000) | $ (6,000,000) | $ (1,300,000) | $ 4,823,000 | 9,734,000 | $ 0 | ||||
Write Off Of Debt Discount | 2,500,000 | ||||||||||||
Write off of Deferred Debt Issuance Cost | 2,000,000 | ||||||||||||
Repayments of Lines of Credit | 55,000,000 | ||||||||||||
Long-term Line of Credit | 35,000,000 | ||||||||||||
Line of Credit, Current | 5,000,000 | ||||||||||||
Long-term Line of Credit, Noncurrent | 30,000,000 | ||||||||||||
Equity Method Investment, Ownership Percentage | 100.00% | ||||||||||||
Redemption Premium | $ 5,200,000 | ||||||||||||
Senior Secured Notes Due 2020 | |||||||||||||
Debt instrument: | |||||||||||||
Gross proceeds from issuance of debt | $ 300,000,000 | ||||||||||||
Principal amount | $ 300,000,000 | ||||||||||||
Interest rate (as a percent) | 7.375% | ||||||||||||
Issue price as percentage of principal amount | 100.00% | ||||||||||||
Proceeds from issuance of long term debt, net of transaction fees | $ 292,600,000 | ||||||||||||
Transaction fees on debt issued | $ 7,400,000 | ||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 7.73% | ||||||||||||
Long Term Debt Redemption Price As Percentage Of Principal Amount From June 2016 To May 2017 | 105.531% | ||||||||||||
Long Term Debt Redemption Price As Percentage Of Principal Amount From June 2017 To May 2018 | 103.688% | ||||||||||||
Long Term Debt Redemption Price As Percentage Of Principal Amount From June 2017 To May 2019 | 101.844% | ||||||||||||
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% | ||||||||||||
Redemption price as percentage of principal amount | 107.375% | ||||||||||||
Percentage of principal amount at which notes may be required to be repurchased in event of change of control | 101.00% | ||||||||||||
Amount permitted in debt covenants for Restricted Payments | $ 212,400,000 | ||||||||||||
Percent used in determining ability to make Restricted Payments | 300.00% | ||||||||||||
Senior Notes Due 2019 | |||||||||||||
Debt instrument: | |||||||||||||
Debt Instrument Redeemed Face Amount | $ 90,000,000 | ||||||||||||
Gross proceeds from issuance of debt | $ 289,700,000 | ||||||||||||
Debt Instrument, Repurchased Face Amount | 7,400,000 | ||||||||||||
Debt Instrument, Repurchase Amount | 7,400,000 | ||||||||||||
Loss on extinguishment of debt | $ 4,500,000 | ||||||||||||
Principal amount | $ 300,000,000 | ||||||||||||
Interest rate (as a percent) | 8.875% | 8.875% | |||||||||||
Issue price as percentage of principal amount | 96.555% | ||||||||||||
Proceeds from issuance of long term debt, net of transaction fees | $ 280,200,000 | ||||||||||||
Transaction fees on debt issued | $ 9,500,000 | ||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 9.83% | ||||||||||||
Long-term Debt Redemption with Net Proceeds from Equity Offerings as Percentage of Principal Amount | 35.00% | ||||||||||||
Redemption price as percentage of principal amount | 108.875% | ||||||||||||
Percentage of principal amount at which notes may be required to be repurchased in event of change of control | 101.00% | ||||||||||||
Amount permitted in debt covenants for Restricted Payments | $ 340,600,000 | ||||||||||||
Percent used in determining ability to make Restricted Payments | 300.00% | ||||||||||||
Redemption price as percentage of principal amount of notes redeemable from May 2015 to May 2016 | 104.438% | ||||||||||||
Redemption price as percentage of principal amount of notes redeemable from May 2016 to May 2017 | 102.219% | ||||||||||||
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% | ||||||||||||
Revolving Credit Facility | |||||||||||||
Debt instrument: | |||||||||||||
Proceeds from Lines of Credit | $ 20,000,000 | ||||||||||||
Change In Lines Of Credit, Net | 25,000,000 | ||||||||||||
Repayments of Lines of Credit | 45,000,000 | ||||||||||||
Long-term Line of Credit, Noncurrent | 10,000,000 | $ 35,000,000 | |||||||||||
Maximum borrowing capacity | $ 135,000,000 | ||||||||||||
Commitment fee (as a percent) | 0.50% | ||||||||||||
Letters of Credit Outstanding, Amount | $ 1,400,000 | ||||||||||||
Revolving Credit Facility | Base rate | |||||||||||||
Debt instrument: | |||||||||||||
Interest rate (as a percent) | 2.25% | ||||||||||||
Revolving Credit Facility | LIBOR | |||||||||||||
Debt instrument: | |||||||||||||
Interest rate (as a percent) | 3.25% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, shares in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share Repurchases | |||
Repurchase of common stock, authorized amount | $ 750,000,000 | ||
Repurchase of common stock, remaining authorization | $ 65,700,000 | ||
Total shares repurchased | 700 | ||
Total value of shares repurchased | $ 2,200,000 | ||
Shares returned from the One Communications escrow fund, shares | 49 | 56 | |
Shares returned from the One Communications escrow fund, value | $ 292,000 | $ 258,000 | |
Dividends | |||
Dividends declared per share | $ 0.20 | $ 0.20 | $ 0.20 |
Payment of dividends | $ 22,023,000 | $ 26,388,000 | $ 16,013,000 |
Stock Option Activity (Details)
Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock-Based Compensation Disclosures | |||
Stock-based compensation | $ 16,192 | $ 14,594 | $ 12,600 |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 12,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 8,600 | ||
Stock Options | |||
Stock-Based Compensation Disclosures | |||
Aggregate intrinsic value of options exercised | $ 1,100 | ||
Unrecognized compensation cost | $ 100 | ||
Weighted-average period for recognition of unrecognized compensation cost (in years) | 1 year | ||
Stock Option Activity | |||
Outstanding at the beginning of the period (in shares) | 908 | ||
Granted (in shares) | 0 | ||
Exercised (in shares) | (41) | ||
Forfeited and expired (in shares) | (184) | ||
Outstanding at the end of the period (in shares) | 683 | 908 | |
Vested and expected to vest at the end of the period (in shares) | 647 | ||
Exercisable at the end of the period (in shares) | 444 | ||
Weighted Average Exercise Price | |||
Outstanding at the beginning of the period (in dollars per share) | $ 6.52 | ||
Granted (in dollars per share) | 0 | ||
Exercised (in dollars per share) | 0 | ||
Forfeited and expired (in dollars per share) | 8.44 | ||
Outstanding at the end of the period (in dollars per share) | 6.04 | $ 6.52 | |
Vested and expected to vest at the end of the period (in dollars per share) | 6.07 | ||
Exercisable at the end of the period (in dollars per share) | $ 6.39 | ||
Weighted Average Remaining Life | |||
Options outstanding at the end of the period (in years) | 6 years | ||
Vested and expected to vest at the end of the period (in years) | 5 years 11 months | ||
Exercisable at the end of the period (in years) | 5 years 7 months | ||
Aggregate Intrinsic Value | |||
Outstanding at the end of the period, intrinsic value | $ 201 | ||
Vested and expected to vest at the end of the period, intrinsic value | 186 | ||
Exercisable at end of period, intrinsic value | $ 101 | ||
Fair Value Assumptions | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 1.48 |
Stock Options Outstanding By Ex
Stock Options Outstanding By Exercise Price (Details) - Employee Stock Option shares in Thousands | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Range of Exercise Prices from $4.97 to $4.97 | |
Stock options outstanding and exercisable by exercise price range | |
Exercise price, low end of the range | $ 4.97 |
Exercise price, high end of the range | $ 4.97 |
Stock Options Outstanding - Number Outstanding (in shares) | shares | 300 |
Stock Options Outstanding - Weighted Average Remaining Contractual Life (in years) | 7 years |
Stock Options Outstanding - Weighted Average Exercise Price (in dollars per share) | $ 4.97 |
Stock Options Exercisable - Number Exercisable (in shares) | shares | 150 |
Stock Options Exercisable - Weighted Average Exercise Price (in dollars per share) | $ 0 |
Range of Exercise Prices 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) | shares | 179 |
Stock Options Outstanding - Weighted Average Remaining Contractual Life (in years) | 6 years 1 month |
Stock Options Outstanding - Weighted Average Exercise Price (in dollars per share) | $ 6.08 |
Stock Options Exercisable - Number Exercisable (in shares) | shares | 90 |
Stock Options Exercisable - Weighted Average Exercise Price (in dollars per share) | $ 6.08 |
Range of Exercise Prices from $7.02 to $9.23 | |
Stock options outstanding and exercisable by exercise price range | |
Exercise price, low end of the range | 7.02 |
Exercise price, high end of the range | $ 9.23 |
Stock Options Outstanding - Number Outstanding (in shares) | shares | 204 |
Stock Options Outstanding - Weighted Average Remaining Contractual Life (in years) | 4 years 2 months |
Stock Options Outstanding - Weighted Average Exercise Price (in dollars per share) | $ 7.56 |
Stock Options Exercisable - Number Exercisable (in shares) | shares | 204 |
Stock Options Exercisable - Weighted Average Exercise Price (in dollars per share) | $ 7.56 |
Range of Exercise Prices from $4.97 to $9.23 | |
Stock options outstanding and exercisable by exercise price range | |
Exercise price, low end of the range | 4.97 |
Exercise price, high end of the range | $ 9.23 |
Stock Options Outstanding - Number Outstanding (in shares) | shares | 683 |
Stock Options Outstanding - Weighted Average Remaining Contractual Life (in years) | 6 years |
Stock Options Outstanding - Weighted Average Exercise Price (in dollars per share) | $ 6.04 |
Stock Options Exercisable - Number Exercisable (in shares) | shares | 444 |
Stock Options Exercisable - Weighted Average Exercise Price (in dollars per share) | $ 6.39 |
Restricted Stock Unit Activity
Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Restricted Stock Unit Activity | |||
Nonvested, at the beginning of the period (in shares) | 7,751 | ||
Granted (in shares) | 3,582 | ||
Vested (in shares) | (2,420) | ||
Forfeited (in shares) | (779) | ||
Nonvested, at the end of the period (in shares) | 8,134 | 7,751 | |
Weighted Average Grant Date Fair Value | |||
Nonvested, at the beginning of the period (in dollars per share) | $ 4.58 | ||
Granted (in dollars per share) | 5.24 | $ 4.60 | $ 4.14 |
Vested (in dollars per share) | 4.90 | ||
Forfeited (in dollars per share) | 4.55 | ||
Nonvested, at the end of the period (in dollars per share) | $ 4.77 | $ 4.58 | |
Other Restricted Stock Unit Information | |||
Unrecognized compensation cost | $ 18.7 | ||
Weighted-average period for recognition of unrecognized compensation cost (in years) | 1 year 9 months | ||
Aggregate fair value of shares vested | $ 13.5 | $ 9.2 | $ 8 |
Profit Sharing Plans (Details)
Profit Sharing Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
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 | $ 3.2 | $ 3.9 | $ 3.6 |
Restructuring, Acquisition an58
Restructuring, Acquisition and Integration-Related Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Restructuring, Acquisition and Integration-Related Costs | |||
Integration-related costs | $ 8,135 | $ 5,924 | $ 9,043 |
Severance, retention and other employee costs | 3,753 | 9,798 | 9,297 |
Facility-related costs | 669 | 3,598 | 1,744 |
Transaction-related costs | 5,250 | 0 | 4 |
Restructuring, acquisition and integration-related costs | 17,807 | 19,320 | 20,088 |
Restructuring Reserve, Beginning of Period | 9,081 | 10,086 | 5,064 |
Restructuring Costs | 4,422 | 13,396 | 9,081 |
Payments for Restructuring | (7,756) | (14,401) | (4,059) |
Restructuring Reserve, End of Period | 5,747 | 9,081 | 10,086 |
Restructuring Reserve, Current | 3,600 | 5,400 | |
Restructuring Reserve, Noncurrent | 2,100 | 3,700 | |
Employee Severance | |||
Restructuring, Acquisition and Integration-Related Costs | |||
Restructuring Reserve, Beginning of Period | 3,539 | 5,373 | 0 |
Restructuring Costs | 3,753 | 9,798 | 7,337 |
Payments for Restructuring | (5,053) | (11,632) | (1,964) |
Restructuring Reserve, End of Period | 2,239 | 3,539 | 5,373 |
Facility Closing | |||
Restructuring, Acquisition and Integration-Related Costs | |||
Restructuring Reserve, Beginning of Period | 5,542 | 4,713 | 5,064 |
Restructuring Costs | 669 | 3,598 | 1,744 |
Payments for Restructuring | (2,703) | (2,769) | (2,095) |
Restructuring Reserve, End of Period | $ 3,508 | $ 5,542 | $ 4,713 |
Income Taxes Components of the
Income Taxes Components of the Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current | |||
Federal | $ 0 | $ 0 | $ 4,470 |
State | (370) | (1,974) | 954 |
Foreign | (5) | (79) | (89) |
Current Income Tax Expense (Benefit) | (375) | (2,053) | 5,335 |
Deferred | |||
Federal | (542) | (634) | (637) |
State | (28) | (52) | 9 |
Foreign | 0 | 9 | 37 |
Deferred Income Tax Expense (Benefit) | (570) | (677) | (591) |
Income tax benefit (provision) | $ (945) | $ (2,730) | $ 4,744 |
Income Taxes Effective Income T
Income Taxes Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Effective Income Tax Rate Reconciliation [Abstract] | |||
Federal income tax (provision) benefit at statutory rate (35%) | $ (3,019) | $ 14,168 | $ 26,990 |
State income taxes, net of federal benefit | (1,370) | 1,351 | 2,885 |
Non-deductible expenses | (2,551) | (326) | (732) |
Net change to valuation allowance | 7,513 | (15,165) | (29,565) |
Change in state tax rate | (1,469) | (2,081) | 241 |
Uncertain tax positions | (6) | (1,164) | 5,140 |
Other | (43) | 487 | (215) |
Income tax benefit (provision) | $ (945) | $ (2,730) | $ 4,744 |
Income Taxes Deferred Tax Asset
Income Taxes Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Tax Assets And Liabilities [Abstract] | ||
Net operating loss carryforwards | $ 274,709 | $ 270,922 |
Deferred Tax Assets, Capital Loss Carryforwards | 0 | 1,493 |
Deferred Tax Assets, Tax Credit Carryforwards, Alternative Minimum Tax | 14,952 | 14,952 |
Accrued liabilities and reserves | 6,107 | 7,501 |
Accrued bonus | 8,096 | 13,217 |
Subscriber base and other intangible assets | 48,007 | 48,286 |
Deferred Tax Assets, Other Non-current | 18,782 | 16,990 |
Deferred Tax Assets, Valuation Allowance, Noncurrent | (341,278) | (348,791) |
Deferred tax assets | 29,375 | 24,570 |
Deferred Tax Liabilities, Property, Plant and Equipment | (21,015) | (19,280) |
Accrued liabilities and reserves | (6,833) | (4,334) |
Deferred Tax Liabilities, Indefinite-lived Intangible Assets | (4,492) | (3,922) |
Deferred Tax Liabilities, Other Non-current | (1,529) | (910) |
Deferred Tax Liabilities, Gross | (33,869) | (28,446) |
Net deferred tax liability | $ (4,494) | $ (3,876) |
Income Taxes Valuation Allowanc
Income Taxes Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Valuation Allowance [Line Items] | |||
Balance as of January 1 | $ (348,791) | $ (333,627) | $ (305,436) |
Charges/credits to income tax (provision) benefit | 7,513 | (15,164) | (29,721) |
Other adjustments | 0 | 0 | 1,530 |
Balance as of December 31 | $ (341,278) | $ (348,791) | $ (333,627) |
Income Taxes Uncertain Tax Posi
Income Taxes Uncertain Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Uncertain Tax Positions [Abstract] | |||
Balance as of January 1 | $ 18,357 | $ 17,205 | $ 21,628 |
Unrecognized Tax Benefits, Increases Resulting from Prior Period Tax Positions | 0 | 1,332 | 0 |
Unrecognized Tax Benefits, Decreases Resulting from Prior Period Tax Positions | (229) | (180) | (4,423) |
Balance as of December 31 | 18,128 | 18,357 | $ 17,205 |
Unrecognized Tax Benefits, Interest on Income Taxes Accrued | 900 | 800 | |
Unrecognized Tax Benefits, Income Tax Penalties Accrued | 100 | $ 100 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit | 2,100 | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 800 | ||
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | $ 1,500 |
Income Taxes Other Tax Disclosu
Income Taxes Other Tax Disclosures (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Other Tax Disclosures | |||
Effective Income Tax Rate, Continuing Operations | 11.00% | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate | 35.00% | ||
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Percent | 29.60% | ||
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | 87.10% | ||
Effective Income Tax Rate Reconciliation, State and Local Income Taxes | 15.90% | ||
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent | 17.00% | ||
Valuation Allowance, Deferred Tax Asset, Change in Amount | $ 7.5 | ||
Operating Loss Carry forwards Limited Under Section 382 | 188.2 | $ 207.3 | $ 253.8 |
Tax Credit Carryforward, Amount | 15 | ||
Capital Loss Carryforwards | 1.5 | ||
Federal | |||
Other Tax Disclosures | |||
Operating Loss Carryforwards | 695.2 | 681 | $ 666.2 |
State and Local | |||
Other Tax Disclosures | |||
Operating Loss Carryforwards | $ 31.4 | $ 32.6 |
Commitments and Contingencies65
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Operating Leases, Rent Expense | $ 29,400 | $ 32,200 | $ 35,600 |
Loss Contingency, Loss in Period | 2,200 | ||
Billing Disputes, Revenue | 1,600 | 5,200 | 7,900 |
Loss Contingency, Unrecorded | 12,400 | ||
Billing Disputes, Cost of Revenues | 13,900 | $ 12,000 | $ 11,700 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||
2,017 | 31,533 | ||
2,018 | 25,876 | ||
2,019 | 20,991 | ||
2,020 | 12,650 | ||
2,021 | 9,143 | ||
Thereafter | 11,692 | ||
Total minimum lease payments, including estimated operating expenses | 111,885 | ||
Less aggregate contracted sublease income | (6,330) | ||
Operating Leases Future Minimum Payments Net | 105,555 | ||
Unrecorded Unconditional Purchase Obligation, Fiscal Year Maturity [Abstract] | |||
2,017 | 49,908 | ||
2,018 | 34,055 | ||
2,019 | 18,583 | ||
2,020 | 7,168 | ||
2,021 | 2,767 | ||
Thereafter | 4,710 | ||
Total | $ 117,191 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of fair value of debt excluding capital leases [Line Items] | ||
Long-term Debt | $ 441,902 | $ 512,400 |
Senior Secured Notes Due 2020 | ||
Schedule of fair value of debt excluding capital leases [Line Items] | ||
Long-term Debt | 300,000 | 300,000 |
Senior Notes Due 2019 | ||
Schedule of fair value of debt excluding capital leases [Line Items] | ||
Long-term Debt | 76,557 | 173,925 |
Senior Secured Term Loan | ||
Schedule of fair value of debt excluding capital leases [Line Items] | ||
Long-term Debt | 48,750 | 0 |
Reported Value Measurement | Senior Secured Notes Due 2020 | ||
Schedule of fair value of debt excluding capital leases [Line Items] | ||
Long-term Debt | 296,346 | 295,277 |
Reported Value Measurement | Senior Notes Due 2019 | ||
Schedule of fair value of debt excluding capital leases [Line Items] | ||
Long-term Debt | 74,846 | 168,532 |
Reported Value Measurement | Senior Secured Term Loan | ||
Schedule of fair value of debt excluding capital leases [Line Items] | ||
Long-term Debt | 48,211 | 0 |
Reported Value Measurement | Revolving Credit Facility | ||
Schedule of fair value of debt excluding capital leases [Line Items] | ||
Long-term Debt | 10,000 | 35,000 |
Estimate of Fair Value Measurement | Senior Secured Notes Due 2020 | ||
Schedule of fair value of debt excluding capital leases [Line Items] | ||
Long-term Debt | 316,200 | 305,439 |
Estimate of Fair Value Measurement | Senior Notes Due 2019 | ||
Schedule of fair value of debt excluding capital leases [Line Items] | ||
Long-term Debt | 78,433 | 177,404 |
Estimate of Fair Value Measurement | Senior Secured Term Loan | ||
Schedule of fair value of debt excluding capital leases [Line Items] | ||
Long-term Debt | 48,750 | 0 |
Estimate of Fair Value Measurement | Revolving Credit Facility | ||
Schedule of fair value of debt excluding capital leases [Line Items] | ||
Long-term Debt | $ 10,000 | $ 35,000 |
Supplemental Disclosure of Ca67
Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Supplemental Disclosure of Cash Flow Information [Abstract] | |||
Cash paid during the year for interest | $ 38,730 | $ 47,705 | $ 52,317 |
Cash paid during the year for income taxes | $ 1,158 | $ 625 | $ 1,071 |
Segment Information New Segment
Segment Information New Segment Information (Details) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Schedule Of Segment Reporting Information By New Segment [Line Items] | |||||||||||
Number of Reportable Segments | 4 | ||||||||||
Revenues | $ 230,130,000 | $ 235,125,000 | $ 240,357,000 | $ 254,262,000 | $ 260,237,000 | $ 270,904,000 | $ 283,664,000 | $ 282,447,000 | $ 959,874,000 | $ 1,097,252,000 | $ 1,176,895,000 |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | $ 106,928,000 | $ 109,540,000 | $ 110,934,000 | $ 115,206,000 | $ 121,727,000 | $ 122,391,000 | $ 127,048,000 | $ 129,462,000 | 442,608,000 | 500,628,000 | 557,436,000 |
Gross margin | 517,266,000 | 596,624,000 | 619,459,000 | ||||||||
Enterprise/Mid-Market | |||||||||||
Schedule Of Segment Reporting Information By New Segment [Line Items] | |||||||||||
Revenues | 397,676,000 | 444,968,000 | |||||||||
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 203,928,000 | 221,347,000 | |||||||||
Gross margin | 193,748,000 | 223,621,000 | |||||||||
Small Business | |||||||||||
Schedule Of Segment Reporting Information By New Segment [Line Items] | |||||||||||
Revenues | 223,776,000 | 297,039,000 | |||||||||
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 107,662,000 | 139,440,000 | |||||||||
Gross margin | 116,114,000 | 157,599,000 | |||||||||
Carrier/Transport | |||||||||||
Schedule Of Segment Reporting Information By New Segment [Line Items] | |||||||||||
Revenues | 141,709,000 | 135,905,000 | |||||||||
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 63,158,000 | 61,979,000 | |||||||||
Gross margin | 78,551,000 | 73,926,000 | |||||||||
Consumer | |||||||||||
Schedule Of Segment Reporting Information By New Segment [Line Items] | |||||||||||
Revenues | 196,713,000 | 219,340,000 | 245,964,000 | ||||||||
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 67,860,000 | 77,862,000 | 87,913,000 | ||||||||
Gross margin | $ 128,853,000 | $ 141,478,000 | $ 158,051,000 |
Segment Information Segment Rec
Segment Information Segment Reconciliation (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reconciliation [Abstract] | |||||||||||
Segment gross margin | $ 517,266,000 | $ 596,624,000 | $ 619,459,000 | ||||||||
Selling, general and administrative expenses | 319,231,000 | 368,763,000 | 419,019,000 | ||||||||
Depreciation and amortization | 135,248,000 | 188,315,000 | 186,872,000 | ||||||||
Restructuring, acquisition and integration-related costs | 17,807,000 | 19,320,000 | 20,088,000 | ||||||||
Total operating costs and expenses | 472,286,000 | 576,398,000 | |||||||||
Income from operations | $ 3,784,000 | $ 11,116,000 | $ 15,648,000 | $ 14,432,000 | $ (1,181,000) | $ 5,750,000 | $ 10,566,000 | $ 5,091,000 | 44,980,000 | 20,226,000 | (20,854,000) |
Gain on sale of businesses | 3,400,000 | 5,700,000 | 9,128,000 | 0 | 0 | ||||||
Interest expense and other, net | (40,660,000) | (50,972,000) | (56,261,000) | ||||||||
Loss on extinguishment of debt | $ 4,400,000 | $ 200,000 | $ 200,000 | $ 2,500,000 | $ 6,000,000 | $ 1,300,000 | (4,823,000) | (9,734,000) | 0 | ||
Income (loss) from continuing operations before income taxes | $ 8,625,000 | $ (40,480,000) | $ (77,115,000) |
Segment Information Previous Se
Segment Information Previous Segment Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 230,130,000 | $ 235,125,000 | $ 240,357,000 | $ 254,262,000 | $ 260,237,000 | $ 270,904,000 | $ 283,664,000 | $ 282,447,000 | $ 959,874,000 | $ 1,097,252,000 | $ 1,176,895,000 |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | $ 106,928,000 | 109,540,000 | 110,934,000 | 115,206,000 | $ 121,727,000 | 122,391,000 | 127,048,000 | 129,462,000 | 442,608,000 | 500,628,000 | 557,436,000 |
Gross margin | 517,266,000 | 596,624,000 | 619,459,000 | ||||||||
Direct segment operating expenses | 302,986,000 | 346,951,000 | 389,597,000 | ||||||||
Segment operating income | 214,280,000 | 249,673,000 | 229,862,000 | ||||||||
Depreciation and amortization | 135,248,000 | 188,315,000 | 186,872,000 | ||||||||
Impairment of long-lived assets | 0 | 0 | 14,334,000 | ||||||||
Restructuring, acquisition and integration-related costs | 17,807,000 | 19,320,000 | 20,088,000 | ||||||||
Operating Expenses | 16,245,000 | 21,812,000 | 29,422,000 | ||||||||
Gain on sale of businesses | (3,400,000) | (5,700,000) | (9,128,000) | 0 | 0 | ||||||
Interest expense and other, net | 40,660,000 | 50,972,000 | 56,261,000 | ||||||||
Loss on extinguishment of debt | $ (4,400,000) | $ (200,000) | $ (200,000) | $ (2,500,000) | $ (6,000,000) | $ (1,300,000) | 4,823,000 | 9,734,000 | 0 | ||
Income (loss) from continuing operations before income taxes | 8,625,000 | (40,480,000) | (77,115,000) | ||||||||
Business Services | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 763,161,000 | 877,912,000 | 930,931,000 | ||||||||
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 374,748,000 | 422,766,000 | 469,523,000 | ||||||||
Gross margin | 388,413,000 | 455,146,000 | 461,408,000 | ||||||||
Direct segment operating expenses | 273,966,000 | 316,220,000 | 345,982,000 | ||||||||
Segment operating income | 114,447,000 | 138,926,000 | 115,426,000 | ||||||||
Consumer | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 196,713,000 | 219,340,000 | 245,964,000 | ||||||||
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 67,860,000 | 77,862,000 | 87,913,000 | ||||||||
Gross margin | 128,853,000 | 141,478,000 | 158,051,000 | ||||||||
Direct segment operating expenses | 29,020,000 | 30,731,000 | 43,615,000 | ||||||||
Segment operating income | $ 99,833,000 | $ 110,747,000 | $ 114,436,000 |
Segment Information Segment Rev
Segment Information Segment Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information | |||||||||||
Revenues | $ 230,130 | $ 235,125 | $ 240,357 | $ 254,262 | $ 260,237 | $ 270,904 | $ 283,664 | $ 282,447 | $ 959,874 | $ 1,097,252 | $ 1,176,895 |
Monthly Recurring Revenues | |||||||||||
Segment Reporting Information | |||||||||||
Revenues | 841,989 | 970,731 | 1,021,931 | ||||||||
Usage Revenues | |||||||||||
Segment Reporting Information | |||||||||||
Revenues | 82,513 | 99,227 | 124,266 | ||||||||
Equipment Revenues | |||||||||||
Segment Reporting Information | |||||||||||
Revenues | 15,920 | 15,201 | 14,731 | ||||||||
Other Services | |||||||||||
Segment Reporting Information | |||||||||||
Revenues | $ 19,452 | $ 12,093 | $ 15,967 |
Quarterly Financial Data (Una72
Quarterly Financial Data (Unaudited) Quarterly Financial Data (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $ 230,130,000 | $ 235,125,000 | $ 240,357,000 | $ 254,262,000 | $ 260,237,000 | $ 270,904,000 | $ 283,664,000 | $ 282,447,000 | $ 959,874,000 | $ 1,097,252,000 | $ 1,176,895,000 |
Cost of revenues | 106,928,000 | 109,540,000 | 110,934,000 | 115,206,000 | 121,727,000 | 122,391,000 | 127,048,000 | 129,462,000 | 442,608,000 | 500,628,000 | 557,436,000 |
Income (loss) from operations | 3,784,000 | 11,116,000 | 15,648,000 | 14,432,000 | (1,181,000) | 5,750,000 | 10,566,000 | 5,091,000 | 44,980,000 | 20,226,000 | (20,854,000) |
Net income (loss) | $ (4,532,000) | $ 230,000 | $ 4,115,000 | $ 7,867,000 | $ (12,282,000) | $ (10,523,000) | $ (9,922,000) | $ (10,483,000) | $ 7,680,000 | $ (43,210,000) | $ (72,752,000) |
Basic net income (loss) per share | $ (0.04) | $ 0 | $ 0.04 | $ 0.08 | $ (0.12) | $ (0.10) | $ (0.10) | $ (0.10) | $ 0.07 | $ (0.42) | $ (0.71) |
Diluted net income (loss) per share | $ (0.04) | $ 0 | $ 0.04 | $ 0.07 | $ (0.12) | $ (0.10) | $ (0.10) | $ (0.10) | $ 0.07 | $ (0.42) | $ (0.71) |
Gain on sale of businesses | $ 3,400,000 | $ 5,700,000 | $ 9,128,000 | $ 0 | $ 0 | ||||||
Loss on extinguishment of debt | $ 4,400,000 | $ 200,000 | $ 200,000 | $ 2,500,000 | $ 6,000,000 | $ 1,300,000 | $ (4,823,000) | $ (9,734,000) | $ 0 |