Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 31, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Entity Registrant Name | VONAGE HOLDINGS CORP | |
Entity Central Index Key | 1,272,830 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 213,564,220 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | [1] |
Current assets: | |||
Cash and cash equivalents | $ 59,777 | $ 40,797 | |
Marketable securities | 9,537 | 7,162 | |
Accounts receivable, net of allowance of $945 and $607, respectively | 22,669 | 17,832 | |
Inventory, net of allowance of $198 and $181, respectively | 7,828 | 10,081 | |
Deferred customer acquisition costs, current | 4,112 | 4,854 | |
Deferred tax assets, current | 21,849 | 21,849 | |
Prepaid expenses and other current assets | 18,363 | 12,665 | |
Total current assets | 144,135 | 115,240 | |
Property and equipment, net | 48,063 | 49,630 | |
Goodwill | 250,702 | 142,544 | |
Software, net | 17,531 | 18,624 | |
Deferred customer acquisition costs, non-current | 137 | 87 | |
Debt related costs, net | 2,196 | 1,183 | |
Restricted cash | 2,588 | 3,405 | |
Intangible assets, net | 108,716 | 110,832 | |
Deferred tax assets, non-current | 212,293 | 225,167 | |
Other assets | 9,300 | 7,748 | |
Total assets | 795,661 | 674,460 | |
Current liabilities: | |||
Accounts payable | 37,944 | 42,564 | |
Accrued expenses | 86,564 | 84,322 | |
Deferred revenue, current portion | 34,330 | 35,570 | |
Current maturities of capital lease obligations | 4,311 | 3,365 | |
Current portion of notes payables | 15,000 | 20,000 | |
Total current liabilities | 178,149 | 185,821 | |
Indebtedness under revolving credit facility | 149,000 | 67,000 | |
Notes payable, net of debt related costs and current portion | 80,031 | 69,032 | |
Deferred revenue, net of current portion | 791 | 855 | |
Capital lease obligations, net of current maturities | 4,484 | 6,836 | |
Other liabilities, net of current portion in accrued expenses | 4,809 | 1,419 | |
Total liabilities | 417,264 | 330,963 | |
Commitments and Contingencies | 0 | 0 | |
Stockholders’ Equity | |||
Common stock, par value $0.001 per share; 596,950 shares authorized at September 30, 2015 and December 31, 2014; 267,823 and 262,423 shares issued at September 30, 2015 and December 31, 2014, respectively; 213,439 and 211,994 shares outstanding at September 30, 2015 and December 31, 2014, respectively | 269 | 264 | |
Additional paid-in capital | 1,216,326 | 1,184,662 | |
Accumulated deficit | (658,426) | (677,675) | |
Treasury stock, at cost, 54,384 shares at September 30, 2015 and 50,429 shares at December 31, 2014 | (177,979) | (159,775) | |
Accumulated other comprehensive loss | (1,793) | (3,131) | |
Noncontrolling interest | 0 | (848) | |
Total stockholders’ equity | 378,397 | 343,497 | |
Total liabilities and stockholders’ equity | $ 795,661 | $ 674,460 | |
[1] | See Note 4 Long-Term Debt and Revolving Credit Facility and Note 9 Acquisition of Business. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 945 | $ 607 |
Inventory, allowance | $ 198 | $ 181 |
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 596,950 | 596,950 |
Common stock, shares issued | 267,823 | 262,423 |
Common stock, shares outstanding | 213,439 | 211,994 |
Treasury stock, shares | 54,384 | 50,429 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Total revenues | $ 223,360 | $ 214,710 | $ 664,948 | $ 654,321 |
Operating Expenses: | ||||
Cost of service (excluding depreciation and amortization of $6,415 and $4,704, $18,144, and $14,956, respectively) | 67,193 | 56,475 | 193,255 | 174,837 |
Cost of goods sold | 8,206 | 9,205 | 25,613 | 28,394 |
Sales and marketing | 88,028 | 93,000 | 257,977 | 286,553 |
Engineering and development | 6,830 | 4,992 | 20,299 | 14,483 |
General and administrative | 28,860 | 24,160 | 79,256 | 73,286 |
Depreciation and amortization | 15,446 | 12,275 | 43,854 | 37,046 |
Total operating expenses | 214,563 | 200,107 | 620,254 | 614,599 |
Income from operations | 8,797 | 14,603 | 44,694 | 39,722 |
Other Income (Expense): | ||||
Interest income | 24 | 37 | 65 | 159 |
Interest expense | (2,222) | (1,680) | (6,245) | (5,191) |
Other income (expense), net | (50) | (2) | (595) | 21 |
Total other income (expense) | (2,248) | (1,645) | (6,775) | (5,011) |
Income from continuing operations before income tax expense | 6,549 | 12,958 | 37,919 | 34,711 |
Income tax expense | (3,116) | (5,631) | (16,290) | (15,010) |
Income from continuing operations | 3,433 | 7,327 | 21,629 | 19,701 |
Loss from discontinued operations | 0 | (2,962) | (1,615) | (5,748) |
Loss on disposal, net of taxes | 0 | 0 | (824) | 0 |
Discontinued operations | 0 | (2,962) | (2,439) | (5,748) |
Net income | 3,433 | 4,365 | 19,190 | 13,953 |
Plus: Net loss from discontinued operations attributable to noncontrolling interest | 0 | 191 | 59 | 709 |
Net income attributable to Vonage | $ 3,433 | $ 4,556 | $ 19,249 | $ 14,662 |
Net income per common share - continuing operations: | ||||
Basis (USD per share) | $ 0.02 | $ 0.04 | $ 0.10 | $ 0.09 |
Diluted (USD per share) | 0.02 | 0.03 | 0.10 | 0.09 |
Net loss per common share - discontinued operations attributable to Vonage: | ||||
Basis (USD per share) | 0 | (0.01) | (0.01) | (0.02) |
Diluted (USD per share) | 0 | (0.01) | (0.01) | (0.02) |
Net income attributable to Vonage per common share: | ||||
Basic (USD per share) | 0.02 | 0.02 | 0.09 | 0.07 |
Diluted (USD per share) | $ 0.02 | $ 0.02 | $ 0.09 | $ 0.07 |
Weighted-average common shares outstanding: | ||||
Basic (in shares) | 213,291 | 208,580 | 212,907 | 210,714 |
Diluted (in shares) | 225,182 | 217,176 | 222,820 | 220,923 |
Consolidated Statements of Inc5
Consolidated Statements of Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Depreciation and Amortization | $ 6,415 | $ 4,704 | $ 18,144 | $ 14,956 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 3,433 | $ 4,365 | $ 19,190 | $ 13,953 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | 56 | (1,643) | 369 | (2,732) |
Discontinued operations cumulative translation adjustment | 0 | 0 | 974 | 0 |
Unrealized loss on available-for-sale securities | 1 | (6) | (5) | (6) |
Total other comprehensive income (loss) | 57 | (1,649) | 1,338 | (2,738) |
Comprehensive income | 3,490 | 2,716 | 20,528 | 11,215 |
Comprehensive loss | 0 | 191 | 59 | 709 |
Comprehensive loss from discontinued operations | 0 | (38) | 0 | (7) |
Total comprehensive loss attributable to non-controlling interest | 0 | 153 | 59 | 702 |
Comprehensive income attributable to Vonage | $ 3,490 | $ 2,869 | $ 20,587 | $ 11,917 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | ||
Cash flows from operating activities: | |||
Net income | $ 19,190 | $ 13,953 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization and impairment charges | 26,222 | 24,350 | |
Amortization of intangibles | 17,823 | 12,793 | |
Deferred tax expense | 13,478 | 13,454 | |
Loss on foreign currency | 1,358 | 0 | |
Allowance for doubtful accounts | (8) | (183) | |
Allowance for obsolete inventory | 1,362 | 306 | |
Amortization of debt related costs | 743 | 820 | |
Share-based expense | 20,081 | 16,899 | |
Non-controlling interest | 907 | 0 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (1,991) | (2,237) | |
Inventory | 1,076 | 2,559 | |
Prepaid expenses and other current assets | (4,567) | 256 | |
Deferred customer acquisition costs | 677 | 742 | |
Other assets | (1,357) | (6,056) | |
Accounts payable | (8,700) | (6,658) | |
Accrued expenses | (1,492) | (8,793) | |
Deferred revenue | (2,066) | (1,020) | |
Other liabilities | 890 | 48 | |
Net cash provided by operating activities | 83,626 | 61,233 | |
Cash flows from investing activities: | |||
Capital expenditures | (9,578) | (7,236) | |
Purchase of intangible assets | (2,500) | 0 | |
Purchase of marketable securities | (7,255) | (4,628) | |
Maturities and sales of marketable securities | 4,875 | 0 | |
Acquisition and development of software assets | (7,932) | (9,969) | |
Acquisition of businesses, net of cash acquired | (116,890) | 0 | |
Decrease in restricted cash | 997 | 996 | |
Net cash used in investing activities | (138,283) | (20,837) | |
Cash flows from financing activities: | |||
Principal payments on capital lease obligations | (2,515) | (2,118) | |
Principal payments on notes and revolving credit facility | (13,750) | (36,666) | |
Proceeds received from draw down of revolving credit facility and issuance of notes payable | 102,000 | 10,000 | |
Debt related costs | (2,007) | (1,910) | |
Common stock repurchases | (15,911) | (36,747) | |
Proceeds from exercise of stock options | 6,010 | 4,262 | |
Net cash provided by (used in) financing activities | 73,827 | (63,179) | |
Effect of exchange rate changes on cash | (190) | (2,512) | |
Net change in cash and cash equivalents | 18,980 | (25,295) | |
Cash and cash equivalents, beginning of period | 40,797 | [1] | 84,663 |
Cash and cash equivalents, end of period | 59,777 | 59,368 | |
Cash paid during the periods for: | |||
Interest | 5,426 | 3,987 | |
Income taxes | 2,104 | 1,871 | |
Non-cash transactions during the periods for: | |||
Common stock repurchases | 0 | 635 | |
Issuance of Common Stock in connection with acquisition of business | 5,578 | 0 | |
Capital Expenditures Incurred but Not yet Paid | $ 5,000 | $ 0 | |
[1] | See Note 4 Long-Term Debt and Revolving Credit Facility and Note 9 Acquisition of Business. |
Consolidated Statement Of Stock
Consolidated Statement Of Stockholders' Equity - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands | Total | Parent | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Non-controlling interest | |
Balance at December 31, 2014 at Dec. 31, 2014 | $ 343,497 | [1] | $ 264 | $ 1,184,662 | $ (677,675) | $ (159,775) | $ (3,131) | $ (848) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock option exercises | 6,010 | 4 | 6,006 | ||||||
Share-based expense | 20,081 | 20,081 | |||||||
Share-based award activity | (2,954) | (2,954) | |||||||
Common stock repurchases | (15,250) | (15,250) | |||||||
Acquisition of business | 5,578 | 1 | 5,577 | ||||||
Foreign currency translation adjustment | 1,343 | 1,343 | |||||||
Unrealized loss on available-for-sale securities | (5) | (5) | |||||||
Net income | 19,249 | $ 20,097 | 19,249 | $ 848 | |||||
Balance at September 30, 2015 at Sep. 30, 2015 | $ 378,397 | $ 269 | $ 1,216,326 | $ (658,426) | $ (177,979) | $ (1,793) | $ 0 | ||
[1] | See Note 4 Long-Term Debt and Revolving Credit Facility and Note 9 Acquisition of Business. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies Nature of Operations Vonage Holdings Corp. (“Vonage”, “Company”, “we”, “our”, “us”) is incorporated as a Delaware corporation. We are a leading provider of communications services connecting people through cloud-connected devices worldwide. Customers in the United States represented 93% of our combined subscriber lines and seats at September 30, 2015 , with the balance in Canada and the United Kingdom. Unaudited Interim Financial Information The accompanying unaudited interim consolidated financial statements and information have been prepared in accordance with accounting principles generally accepted in the United States and in accordance with the instructions for Form 10-Q. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, these financial statements contain all normal and recurring adjustments considered necessary to present fairly the financial position, results of operations, cash flows, and statement of stockholders’ equity for the periods presented. The results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results to be expected for the full year. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission on February 13, 2015 . Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of Vonage and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. We also consolidate a majority-owned entity in Brazil where we had the ability to exercise controlling influence. The ownership interest of the noncontrolling party is presented as noncontrolling interest. On March 31, 2015, the Company completed its previously announced exit from the Brazilian market for consumer telephony services and the associated wind down of its joint venture operations in the country. The results of Brazilian operations are presented as discontinued operations for all periods presented. The results of companies acquired or disposed of are included in the consolidated financial statements from the effective date of the acquisition or up to the date of disposal. Use of Estimates Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States, which require management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, we evaluate our estimates, including the following: • the useful lives of property and equipment, software costs, and intangible assets; • assumptions used for the purpose of determining share-based compensation using the Black-Scholes option pricing model and Monte Carlo simulation model (“Models”), and various other assumptions that we believe to be reasonable; the key inputs for these Models include our stock price at valuation date, exercise price, the dividend yield, risk-free interest rate, life in years, and historical volatility of our common stock; and • assumptions used in determining the need for, and amount of, a valuation allowance on net deferred tax assets. We base our estimates on historical experience, available market information, appropriate valuation methodologies, and on various other assumptions that we believe to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Revenue Recognition Operating revenues consist of services revenue and customer equipment (which enables our services) and shipping revenue. The point in time at which revenues are recognized is determined in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 104, Revenue Recognition, and Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605, Revenue Recognition . At the time a customer signs up for our services, there are the following deliverables: • Providing equipment, if any, to the customer that enables our services; and • Providing services. The equipment is generally provided free of charge to our customers and in most instances there are no fees collected at sign-up. We record the fees collected for shipping the equipment to the customer, if any, as shipping and handling revenue at the time of shipment. Services Revenue Substantially all of our revenues are services revenues, which are derived primarily from monthly subscription fees that customers are charged under our service plans. We also derive services revenues from per minute fees for international calls if not covered under a plan, including calls made via applications for mobile devices and other stand-alone products, and for any calling minutes in excess of a customer’s monthly plan limits. Monthly subscription fees are automatically charged to customers’ credit cards, debit cards or electronic check payments ("ECP"), in advance and are recognized over the following month when services are provided. Revenues generated from international calls and from customers exceeding allocated call minutes under limited minute plans are recognized as services are provided, that is, as minutes are used, and are billed to a customer's credit cards, debit cards or ECP in arrears. As a result of multiple billing cycles each month, we estimate the amount of revenues earned from international calls and from customers exceeding allocated call minutes under limited minute plans but not billed from the end of each billing cycle to the end of each reporting period and record these amounts as accounts receivable. These estimates are based primarily upon historical minutes and have been consistent with our actual results. We also provide rebates to customers who purchase their customer equipment from retailers and satisfy minimum service period requirements. These rebates in excess of activation fees are recorded as a reduction of revenues over the service period based upon the estimated number of customers that will ultimately earn and claim the rebates. In the United States, we charge regulatory, compliance, E-911, and intellectual property-related fees on a monthly basis to defray costs, and to cover taxes that we are charged by the suppliers of telecommunications services. In addition, we charge customers Federal Universal Service Fund (“USF”) fees. We recognize revenue on a gross basis for USF and related fees. We record these fees as revenue when billed. All other taxes are recorded on a net basis. Customer Equipment and Shipping Revenue Customer equipment and shipping revenues consist of revenues from sales of customer equipment to wholesalers or directly to customers for replacement devices, or for upgrading their device at the time of customer sign-up for which we charge an additional fee. In addition, customer equipment and shipping revenues include revenues from the sale of VoIP telephones in order to access our small and medium business services. Customer equipment and shipping revenues also include the fees that customers are charged for shipping their customer equipment to them. Customer equipment and shipping revenues include sales to our retailers, who subsequently resell this customer equipment to customers. Revenues are reduced for payments to retailers and rebates to customers, who purchased their customer equipment through these retailers, to the extent of customer equipment and shipping revenues. Cost of Service Cost of service consists of costs that we pay to third parties in order to provide services. These costs include access and interconnection charges that we pay to other companies to terminate domestic and international phone calls on the public switched telephone network. In addition, these costs include the cost to lease phone numbers, to co-locate in other companies’ facilities, to provide enhanced emergency dialing capabilities to transmit 911 calls, and to provide local number portability. These costs also include taxes that we pay on telecommunications services from our suppliers or are imposed by government agencies such as federal universal service fund (“USF”) contributions and royalties for use of third parties’ intellectual property. In addition, these costs include certain personnel and related costs for network operations and technical support that are attributable to revenue generating activities. Cost of Goods Sold Cost of goods sold consists primarily of costs that we incur when a customer signs up for our service. These costs include the cost of customer equipment for customers who subscribe through the direct sales channel in excess of activation fees. In addition, these costs include the amortization of deferred customer equipment, the cost of shipping and handling for customer equipment, the installation manual that accompanies the customer equipment, and the cost of certain promotions. Sales and Marketing Expenses Sales and marketing expenses consist primarily of personnel and related costs for employees and contractors directly associated with our sales and marketing activities, internet advertising fees, radio and billboard advertising, public relations, commissions paid to employees, resellers and other third parties, trade shows, marketing and promotional activities, customer support, credit card fees, collections, and systems and information technology support. Engineering and Development Expenses Engineering and development expenses primarily include personnel and related costs for developers responsible for new products, and software engineers maintaining and enhancing existing products. These costs have been reclassified from selling, general and administrative expenses. Research and development costs related to new product development included in engineering and development were $4,706 and $3,353 for three months ended September 30, 2015 and 2014 and $13,405 and $9,504 for the nine months ended September 30, 2015 and 2014 , respectively. Costs for research, including predevelopment efforts prior to establishing technological feasibility of software expected to be marketed, are expensed as incurred. Development costs are capitalized when technological feasibility has been established and anticipated future revenues support the recoverability of the capitalized amounts. Capitalization stops when the product is available for general release to customers. Due to the short time period between achieving technological feasibility and product release and the insignificant amount of costs incurred during such periods, we have not capitalized any software development, and have expensed these costs as incurred. General and Administrative Expenses General and administrative expenses primarily relate to our executive, finance, human resources, legal, and information technology organizations. General and administrative expenses primarily consist of personnel costs, stock compensation, board of directors' costs, professional fees for legal, accounting, tax, compliance and information systems, travel, recruiting expense and, rent and related expenses. Cash, Cash Equivalents and Marketable Securities We maintain cash with several investment grade financial institutions. Highly liquid investments, which are readily convertible into cash, with original maturities of three months or less, are recorded as cash equivalents. Management determines the appropriate classification of our investments in debt and marketable equity securities at the time of purchase and reevaluates such designation at each balance sheet date. Our debt and marketable equity securities have been classified and accounted for as available for sale. We may or may not hold securities with stated maturities until maturity. In response to changes in the availability of and the yield on alternative investments as well as liquidity requirements, we may sell these securities prior to their stated maturities. These securities are carried at fair value, with the unrealized gains and losses reported as a component of other comprehensive income (loss). Any realized gains or losses on the sale of marketable securities are determined on a specific identification method, and such gains and losses are reflected as a component of other income or expense. Certain Risks and Concentrations Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash equivalents, marketable securities, and accounts receivable. They are subject to fluctuations in both market value and yield based upon changes in market conditions, including interest rates, liquidity, general economic conditions, and conditions specific to the issuers. Accounts receivable are typically unsecured and are derived from revenues earned from customers primarily located in the United States. A portion of our accounts receivable represents the timing difference between when a customer’s credit card is billed and the subsequent settlement of that transaction with our credit card processors. This timing difference is generally three days for substantially all of our credit card receivables. We have never experienced any accounts receivable write-offs due to this timing difference. In addition, we collect subscription fees in advance, minimizing our accounts receivable and bad debt exposure. If a customer’s credit card, debit card or ECP is declined, we generally suspend international calling capabilities as well as their ability to incur domestic usage charges in excess of their plan minutes. Generally, if the customer’s credit card, debit card or ECP could not be successfully processed during three billing cycles (i.e., the current and two subsequent monthly billing cycles), we terminate the account. In addition, we automatically charge any per minute fees to our customers’ credit card, debit card or ECP monthly in arrears. To further mitigate our bad debt exposure, a customer’s credit card, debit card or ECP will be charged in advance of their monthly billing if their international calling or overage charges exceed a certain dollar threshold. Inventory Inventory consists of the cost of customer equipment and is stated at the lower of cost or market, with cost determined using the average cost method. We provide an inventory allowance for customer equipment that has been returned by customers but may not be able to be reissued to new customers or returned to the manufacturer for credit. Property and Equipment Property and equipment includes acquired assets and those accounted for under capital leases and consist principally of network equipment and computer hardware, software, furniture, and leasehold improvements. Company-owned equipment in use at customer premises is also included in property and equipment. In addition, the lease of our corporate headquarters has been accounted for as a capital lease and is included in property and equipment. Network equipment and computer hardware and furniture are stated at cost with depreciation provided using the straight-line method over the estimated useful lives of the related assets, which range from three to five years . Leasehold improvements are amortized over their estimated useful life of the related assets or the life of the lease, whichever is shorter. The cost of renewals and substantial improvements is capitalized while the cost of maintenance and repairs is charged to operating expenses as incurred. Company-owned customer premises equipment is depreciated on a straight-line basis over three years. Our network equipment and computer hardware, which consists of routers, gateways, and servers that enable our telephony services, is subject to technological risks and rapid market changes due to new products and services and changing customer demand. These changes may result in future adjustments to the estimated useful lives or the carrying value of these assets, or both. Software Costs We capitalize certain costs, such as purchased software and internally developed software that we use for customer acquisition and customer care automation tools, in accordance with FASB ASC 350-40, “Internal-Use Software”. Computer software is stated at cost less accumulated amortization and the estimated useful life is two to five years . Goodwill Goodwill acquired in the acquisition of a business is accounted for based upon the excess fair value of consideration transferred over the fair value of net assets acquired in the business combination. Goodwill is tested for impairment on an annual basis on October 1st and, when specific circumstances dictate, between annual tests. When impaired, the carrying value of goodwill is written down to fair value. The goodwill impairment test involves evaluating qualitative information to determine if it is more than 50% likely that the fair value of a reporting unit is less than its carrying value. If such a determination is made, then the traditional two-step goodwill impairment test described below must be applied. The first step, identifying a potential impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying value of the reporting unit exceeds its fair value, the second step would need to be conducted; otherwise, no further steps are necessary as no potential impairment exists. The second step, measuring the impairment loss, compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. Any excess of the reporting unit goodwill carrying value over the respective implied fair value is recognized as an impairment loss. There was no impairment of goodwill for the three and nine months ended September 30, 2015 . Intangible Assets Intangible assets acquired in the settlement of litigation or by direct purchase are accounted for based upon the fair value of assets received. Purchased-intangible assets are accounted for based upon the fair value of assets received. Purchased-intangible assets are amortized on a straight-line or accelerated basis over the periods of benefit, ranging from two to ten years. We perform a review of purchased-intangible assets whenever events or changes in circumstances indicate that the useful life is shorter than we had originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, we assess the recoverability of purchased-intangible assets by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets. If the useful life of the asset is shorter than originally estimated, we accelerate the rate of amortization and amortize the remaining carrying value over the new shorter useful life. There was no impairment of purchased-intangible assets identified for the three and nine months ended September 30, 2015 . Patents and Patent Licenses Patent rights acquired in the settlement of litigation or by direct purchase are accounted for based upon the fair value of assets received. Long-Lived Assets We evaluate impairment losses on long-lived assets used in operations when events and changes in circumstances indicate that the assets might be impaired. If our review indicates that the carrying value of an asset will not be recoverable, based on a comparison of the carrying value of the asset to the undiscounted future cash flows, the impairment will be measured by comparing the carrying value of the asset to its fair value. Fair value will be determined based on quoted market values, discounted cash flows or appraisals. Impairments of property and equipment are recorded in the statement of income as part of depreciation expense. Debt Related Costs Costs incurred in raising debt are deferred and amortized as interest expense using the effective interest method over the life of the debt. A portion of these costs are netted against the underlying notes payable in accordance with ASU 2015-15, "Interest-Imputation of Interest". Noncontrolling Interest and Redeemable Noncontrolling Interest We consolidate a majority-owned entity where we have the ability to exercise controlling influence. The ownership interest of the noncontrolling party is presented as noncontrolling interest in the Consolidated Balance Sheets as Stockholders' Equity. If we are required to repurchase the noncontrolling interest at fair value, subject to adjustment, under a put option or other contractual redemption requirement, we will report the noncontrolling interest as redeemable in the Consolidated Balance Sheets between liabilities and equity. We adjust the redeemable noncontrolling interest to the redemption values on each balance sheet date with changes recognized as an adjustment to retained earnings, or in the absence of retained earnings, as an adjustment to additional paid-in capital when it becomes probable the noncontrolling interest will become redeemable. Derivatives We do not hold or issue derivative instruments for trading purposes. However, in accordance with FASB ASC 815, “Derivatives and Hedging” (“FASB ASC 815”), we review our contractual obligations to determine whether there are terms that possess the characteristics of derivative financial instruments that must be accounted for separately from the financial instrument in which they are embedded. We recognize these features as liabilities in our consolidated balance sheet at fair value each period and recognize any change in the fair value in our statement of operations in the period of change. We estimate the fair value of these liabilities using available market information and appropriate valuation methodologies. Income Taxes We recognize deferred tax assets and liabilities at enacted income tax rates for the temporary differences between the financial reporting bases and the tax bases of our assets and liabilities. Any effects of changes in income tax rates or tax laws are included in the provision for income taxes in the period of enactment. Our net deferred tax assets primarily consist of net operating loss carry forwards (“NOLs”). We are required to record a valuation allowance against our net deferred tax assets if we conclude that it is more likely than not that taxable income generated in the future will be insufficient to utilize the future income tax benefit from our net deferred tax assets (namely, the NOLs) prior to expiration. We periodically review this conclusion, which requires significant management judgment. If we are able to conclude in a future period that a future income tax benefit from our net deferred tax assets has a greater than 50 percent likelihood of being realized, we are required in that period to reduce the related valuation allowance with a corresponding decrease in income tax expense. This would result in a non-cash benefit to our net income in the period of the determination. In the fourth quarter of 2011, we released $325,601 of valuation allowance. We periodically review this conclusion, which requires significant management judgment. In the future, if available evidence changes our conclusion that it is more likely than not that we will utilize our net deferred tax assets prior to their expiration, we will make an adjustment to the related valuation allowance and income tax expense at that time. In subsequent periods, we would expect to recognize income tax expense equal to our pre-tax income multiplied by our effective income tax rate, an expense that was not recognized prior to the reduction of the valuation allowance. Our effective rate may differ from the federal statutory rate due, in part, to our foreign operations and certain discrete period items. The 2015 estimated annual effective tax rate is expected to approximate 44% , but may fluctuate due to the timing of other discrete period transactions. We file income tax returns in the U.S. on a federal basis and in U.S. state and foreign jurisdictions. Our federal tax return remains subject to examination by the Internal Revenue Service from 2010 to present, our New Jersey tax returns remain open from 2008 to present, our Canada tax return remains open from 2009 to present, and other domestic and foreign tax returns remain open for all periods to which those filings relate. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate resolution. We have not had any unrecognized tax benefits. We recognize interest and penalties accrued related to unrecognized tax benefits as components of our income tax provision. We have not had any interest and penalties accrued related to unrecognized tax benefits. Business Combinations We account for business combinations using the acquisition method of accounting. The acquisition method of accounting requires that the purchase price, including the fair value of contingent consideration, of the acquisition be allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions as 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 to the extent the Company identifies adjustments to the preliminary purchase price allocation. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. We include the results of all acquisitions in our Consolidated Financial Statements from the date of acquisition. Acquisition related transaction costs, such as banking, legal, accounting and other costs incurred in connection with an acquisition, are expensed as incurred in general and administrative expense. Acquisition related integration costs include costs associated with exit or disposal activities, which do not meet the criteria of discontinued operations, including costs for employee, lease, and contract terminations, facility closing or other exit activities. Additionally, these costs include expenses directly related to integrating and reorganizing acquired businesses and include items such as employee retention costs, recruiting costs, certain moving costs, certain duplicative costs during integration and asset impairments. These costs are expensed as incurred in general and administrative expense. Fair Value of Financial Instruments Effective January 1, 2008, we adopted FASB ASC 820-10-25, “Fair Value Measurements and Disclosures”. This standard establishes a framework for measuring fair value and expands disclosure about fair value measurements. We did not elect fair value accounting for any assets and liabilities allowed by FASB ASC 825, “Financial Instruments”. FASB ASC 820-10 defines fair value as the amount that would be received for an asset or paid to transfer a liability (i.e., an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. FASB ASC 820-10 describes the following three levels of inputs that may be used: • Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets and liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. • Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data. • Level 3: Unobservable inputs when there is little or no market data available, thereby requiring an entity to develop its own assumptions. The fair value hierarchy gives the lowest priority to Level 3 inputs. Although management believes its valuation methods were appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could have resulted in a different fair value measurement at the reporting date. The following table presents the assets that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of September 30, 2015 and December 31, 2014 : September 30, 2015 December 31, 2014 Level 1 Assets Money market fund (1) $ 428 $ 2,786 Level 2 Assets Available-for-sale securities (2) $ 9,537 $ 7,162 (1) Included in cash and cash equivalents on our consolidated balance sheet. (2) Included in marketable securities on our consolidated balance sheet. Fair Value of Other Financial Instruments The carrying amounts of our financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable, approximate fair value because of their short maturities. The carrying amounts of our capital leases approximate fair value of these obligations based upon management’s best estimates of interest rates that would be available for similar debt obligations at September 30, 2015 and December 31, 2014 . We believe the fair value of our debt at September 30, 2015 was approximately the same as its carrying amount as market conditions, including available interest rates, credit spread relative to our credit rating, and illiquidity, remain relatively unchanged from the issuance date of our debt on July 27, 2015 for a similar debt instrument. Foreign Currency Generally, the functional currency of our non-United States subsidiaries is the local currency. The financial statements of these subsidiaries are translated to United States dollars using month-end rates of exchange for assets and liabilities, and average rates of exchange for revenues, costs, and expenses. Translation gains and losses are deferred and recorded in accumulated other comprehensive income as a component of stockholders’ equity. Share-Based Compensation We account for share-based compensation in accordance with FASB ASC 718, “ Compensation-Stock Compensation ”. Under the fair value recognition provisions of this pronouncement, share-based compensation cost is measured at the grant date based on the fair value of the award, reduced as appropriate based on estimated forfeitures, and is recognized as expense over the applicable vesting period of the stock award using the accelerated method. The excess tax benefit associated with stock compensation deductions have not been recorded in additional paid-in capital. When evaluating whether an excess tax benefit has been realized, share based compensation deductions are not considered realized until NOLs are no longer sufficient to offset taxable income. Such excess tax benefits will be recorded when realized. Earnings per Share Net income per share has been computed according to FASB ASC 260, “ Earnings per Share” , which requires a dual presentation of basic and diluted earnings per share (“EPS”). Basic EPS represents net income divided by the weighted average number of common shares outstanding during a reporting period. Diluted EPS reflects the potential dilution that could occur if securities or |
Supplemental Balance Sheet Acco
Supplemental Balance Sheet Account Information | 9 Months Ended |
Sep. 30, 2015 | |
Supplemental Balance Sheet Account Information [Abstract] | |
Supplemental Balance Sheet Account Information | Supplemental Balance Sheet Account Information Prepaid expenses and other current assets September 30, December 31, 2014 Nontrade receivables $ 2,288 $ 2,511 Services 8,991 7,415 Telecommunications 2,876 459 Insurance 1,467 803 Marketing 1,839 519 Other prepaids 902 958 Prepaid expenses and other current assets $ 18,363 $ 12,665 Property and equipment, net September 30, December 31, 2014 Building (under capital lease) $ 25,709 $ 25,709 Network equipment and computer hardware 83,850 73,599 Leasehold improvements 49,575 48,574 Customer premise equipment 5,819 3,220 Furniture 2,259 1,914 Vehicles 219 195 167,431 153,211 Less: accumulated depreciation and amortization (119,368 ) (103,581 ) Property and equipment, net $ 48,063 $ 49,630 Customer premise equipment, net September 30, December 31, 2014 Customer premise equipment $ 5,819 $ 3,220 Less: accumulated depreciation (1,476 ) (74 ) Customer premise equipment, net $ 4,343 $ 3,146 Software, net September 30, December 31, 2014 Purchased $ 61,011 $ 55,636 Licensed 909 909 Internally developed 36,088 36,088 98,008 92,633 Less: accumulated amortization (80,477 ) (74,009 ) Software, net $ 17,531 $ 18,624 Debt related costs, net September 30, December 31, 2014 Debt related costs related to Revolving Credit Facility $ 5,044 $ 3,640 Less: accumulated amortization (2,848 ) (2,457 ) Debt related costs, net $ 2,196 $ 1,183 Restricted cash September 30, December 31, 2014 Letter of credit-lease deposits $ 2,497 $ 3,311 Cash reserves 91 94 Restricted cash $ 2,588 $ 3,405 Intangible assets, net September 30, December 31, 2014 Customer relationships $ 54,889 $ 49,799 Developed technology 75,694 72,900 Patents and patent licenses 20,264 12,764 Trademarks 560 560 Trade names 520 500 Non-compete agreements 3,029 2,726 Intangible assets, gross 154,956 139,249 Customer relationships (17,266 ) (10,185 ) Developed technology (15,871 ) (7,108 ) Patents and patent licenses (11,484 ) (10,426 ) Trademarks (526 ) (472 ) Trade names (193 ) (113 ) Non-compete agreements (900 ) (113 ) Less: accumulated amortization (46,240 ) (28,417 ) Customer relationships 37,623 39,614 Developed technology 59,823 65,792 Patents and patent licenses 8,780 2,338 Trademarks 34 88 Trade names 327 387 Non-compete agreements 2,129 2,613 Intangible assets, net $ 108,716 $ 110,832 Other assets September 30, December 31, 2014 Long term non-trade receivable 6,623 6,623 Others 2,677 1,125 Other assets $ 9,300 $ 7,748 Accrued expenses September 30, December 31, 2014 Compensation and related taxes and temporary labor $ 29,216 $ 25,555 Marketing 19,605 17,871 Taxes and fees 14,715 17,300 Litigation and settlements 35 23 Telecommunications 8,120 8,134 Other accruals 8,864 9,771 Customer credits 1,786 1,883 Professional fees 2,820 2,178 Accrued interest 117 133 Inventory 1,081 1,267 Credit card fees 205 207 Accrued expenses $ 86,564 $ 84,322 Accumulated other comprehensive loss September 30, December 31, 2014 Foreign currency translation adjustment (1,788 ) (3,123 ) Unrealized loss on available-for sale securities (5 ) (8 ) Accumulated other comprehensive loss $ (1,793 ) $ (3,131 ) |
Supplemental Income Statement A
Supplemental Income Statement Account Information | 9 Months Ended |
Sep. 30, 2015 | |
Supplemental Income Statement Account Information [Abstract] | |
Supplemental Income Statement Account Information | Supplemental Income Statement Account Information Amounts included in revenues Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 USF fees $ 19,278 $ 16,785 $ 56,821 $ 53,817 Disconnect fees, net of credits and bad debt $ 88 $ 144 $ 450 $ 401 Initial activation fees $ 184 $ 252 $ 592 $ 839 Customer equipment rental $ 945 $ — $ 2,627 $ — Customer equipment fees $ 1,635 $ 75 $ 4,159 $ 660 Equipment recovery fees $ 24 $ 19 $ 56 $ 58 Shipping and handling fees $ 638 $ 765 $ 1,862 $ 1,689 Amount included in cost of services Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 USF costs $ 19,288 $ 16,785 $ 56,831 $ 53,874 Amount included in cost of goods sold Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Shipping and handling cost $ 1,382 $ 1,482 $ 3,941 $ 4,619 Amount included in sales and marketing Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Advertising costs $ 24,999 $ 36,808 $ 79,827 $ 108,829 Amounts included in general and administrative expense Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Acquisition related transaction costs $ 1,854 $ — $ 2,514 $ 20 Acquisition related integration costs $ — $ 2 $ 25 $ 100 Depreciation and amortization expense Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Network equipment and computer hardware $ 3,144 $ 3,363 $ 9,092 $ 10,574 Software 3,227 2,985 9,559 8,507 Capital leases 550 550 1,650 1,650 Other leasehold improvements 1,345 1,083 3,836 3,237 Customer premise equipment 578 — 1,543 — Furniture 107 36 299 105 Vehicles 18 8 51 15 Patents 436 368 1,058 1,449 Trademarks 18 18 54 54 Customer relationships 2,626 2,136 7,083 6,404 Acquired technology 3,044 1,574 8,761 4,722 Trade names 30 50 80 150 Non-compete agreements 323 4 787 12 15,446 12,175 43,853 36,879 Property and equipment impairments — 99 1 101 Software impairments — 1 — 66 Depreciation and amortization expense $ 15,446 $ 12,275 $ 43,854 $ 37,046 Amount included in interest expense Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Debt related costs amortization $ 279 $ 276 $ 743 $ 820 Amount included in other income (expense), net Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Net loss resulting from foreign exchange transactions $ (59 ) $ (1 ) $ (613 ) $ 21 |
Long-Term Note and Revolving Cr
Long-Term Note and Revolving Credit Facility | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Note and Revolving Credit Facility | Long-Term Note and Revolving Credit Facility A schedule of long-term note and revolving credit facility at September 30, 2015 and December 31, 2014 is as follows: September 30, December 31, 2.875-3.375% Term note - due 2018, net of debt related costs (1) $ — $ 69,032 2.875-3.375% Revolving credit facility - due 2018 — 67,000 2.50-3.00% Term note - due 2019, net of debt related costs 80,031 — 2.50-3.00% Revolving credit facility - due 2019 149,000 — Total Long-term note and revolving credit facility $ 229,031 $ 136,032 (1) Restated due to the adoption of ASU2015-03 and ASU 2015-15 in the third quarter of 2015. At September 30, 2015 , future payments under term note obligations over each of the next five years and thereafter were as follows: Credit Facility 2015 $ 3,750 2016 15,000 2017 15,000 2018 15,000 2019 47,500 Minimum future payments of principal 96,250 Less: unamortized debt related costs 1,219 current portion 15,000 Long-term portion $ 80,031 Acquisition of iCore Networks, Inc. On August 31, 2015, we completed our acquisition of iCore Networks, Inc. ("iCore"). We financed the acquisition with $82,000 from our 2015 revolving credit facility, as described further below. 2015 Financing On July 27, 2015, we entered into a credit agreement (the “2015 Credit Facility”) consisting of a $100,000 term note and a $250,000 revolving credit facility. The co-borrowers under the 2015 Credit Facility are the Company and Vonage America Inc., the Company’s wholly owned subsidiary. Obligations under the 2015 Credit Facility are guaranteed, fully and unconditionally, by the Company’s other United States material subsidiaries and are secured by substantially all of the assets of each borrower and each guarantor. The lenders under the 2015 Credit Facility are JPMorgan Chase Bank, N.A., Citizens Bank, N.A., Fifth Third Bank, MUFG Union Bank, N.A., Silicon Valley Bank, SunTrust Bank, Keybank National Association, Santander Bank, N.A., Capital One National Association, and First Niagara Bank, N.A. JPMorgan Chase Bank, N.A. is a party to the agreement as administrative agent, Citizens Bank, N.A. as syndication agent, and Fifth Third Bank, MUFG Union Bank, N.A., Silicon Valley Bank, and SunTrust Bank as documentation agents. J.P. Morgan Securities LLC and Citizens Bank, N.A. acted as joint lead bookrunners, and J.P. Morgan Securities LLC, Citizens Bank, N.A., Fifth Third Bank, MUFG Union Bank, N.A., Silicon Valley Bank, and SunTrust Robinson Humphrey Inc. acted as joint lead arrangers. Use of Proceeds We used $167,000 of the net available proceeds of the 2015 Credit Facility to retire all of the debt under our 2014 Credit Facility. Remaining proceeds from the term note and the undrawn revolving credit facility under the 2015 Credit Facility will be used for general corporate purposes. We also incurred fees of $2,007 in connection with the 2015 Credit Facility, of which $602 was allocated to the term note and $1,405 was allocated to the revolving credit facility. The unamortized fees of $1,628 in connection with the 2014 Credit Facility were allocated as follows: $733 to the term note and $895 to the revolving credit facility. In adopting ASU 2015-03, fees allocated to the term note were reported in the balance sheet as a direct deduction from the face amount of the liability and in adopting ASU ASU 2015-15, fees allocated to the revolving credit facility were reported in the balance sheet as as asset. These fees are amortized to interest expenses over the life of the debt using the effective interest method for the term note and straight line method for the revolving credit facility. 2015 Credit Facility Terms The following description summarizes the material terms of the 2015 Credit Facility: The loans under the 2015 Credit Facility mature in July 2019. Principal amounts under the 2015 Credit Facility are repayable in quarterly installments of $3,750 for the term note. The unused portion of our revolving credit facility incurs a 0.40% commitment fee. Such commitment fee will be reduced to 0.375% if our consolidated leverage ratio is greater than or equal to 0.75 to 1.00 and less than 1.50 to 1.00 and to 0.35% if our consolidated leverage ratio is less than 0.75 to 1.00. Outstanding amounts under the 2015 Credit Facility, at our option, will bear interest at: • LIBOR (applicable to one-, two-, three-, six-, or twelve-month periods) plus an applicable margin equal to 2.50% if our consolidated leverage ratio is less than 0.75 to 1.00, 2.75% if our consolidated leverage ratio is greater than or equal to 0.75 to 1.00 and less than 1.50 to 1.00, and 3.00% if our consolidated leverage ratio is greater than or equal to 1.50 to 1.00, payable on the last day of each relevant interest period or, if the interest period is longer than three months, each day that is three months after the first day of the interest period, or • the base rate determined by reference to the highest of (a) the prime rate of JPMorgan Chase Bank, N.A., (b) the federal funds effective rate from time to time plus 0.50% , and (c) the adjusted LIBO rate applicable to one month interest periods plus 1.00% , plus an applicable margin equal to 1.50% if our consolidated leverage ratio is less than 0.75 to 1.00, 1.75% if our consolidated leverage ratio is greater than or equal to 0.75 to 1.00 and less than 1.50 to 1.00, and 2.00% if our consolidated leverage ratio is greater than or equal to 1.50 to 1.00, payable on the last business day of each March, June, September, and December and the maturity date of the 2015 Credit Facility. The 2015 Credit Facility provides greater flexibility to us in funding acquisitions and restricted payments, such as stock buybacks, than did the 2014 Credit Facility. We may prepay the 2015 Credit Facility at our option at any time without premium or penalty. The 2015 Credit Facility is subject to mandatory prepayments in amounts equal to: • 100% of the net cash proceeds from any non-ordinary course sale or other disposition of our property and assets for consideration in excess of a certain amount subject to customary reinvestment provisions and certain other exceptions and • 100% of the net cash proceeds received in connection with other non-ordinary course transactions, including insurance proceeds not otherwise applied to the relevant insurance loss. Subject to certain restrictions and exceptions, the 2015 Credit Facility permits us to obtain one or more incremental term notes and/or revolving credit facilities in an aggregate principal amount of up to $90,000 plus an amount equal to repayments of the term note upon providing documentation reasonably satisfactory to the administrative agent. The 2015 Credit Facility includes customary representations and warranties and affirmative covenants of the borrowers. In addition, the 2015 Credit Facility contains customary negative covenants, including, among other things, restrictions on the ability of us and our subsidiaries to consolidate or merge, create liens, incur additional indebtedness, dispose of assets, consummate acquisitions, make investments, and pay dividends and other distributions. We must also comply with the following financial covenants: • a consolidated leverage ratio of no greater than 2.25 to 1.00, with a limited step-up to 2.75 to 1.00 for a period of four consecutive quarters, in connection with an acquisition made during the first two years of the 2015 Credit Facility; • a consolidated fixed coverage charge ratio of no less than 1.75 to 1.00 subject to adjustment to exclude up to $80,000 million in specified restricted payments; • minimum cash of $25,000 including the unused portion of the revolving credit facility; and • maximum capital expenditures not to exceed $55,000 during any fiscal year, provided that the unused amount of any permitted capital expenditures in any fiscal year may be carried forward to the next following fiscal year. In addition, annual excess cash flow increases permitted capital expenditures. As of September 30, 2015 , we were in compliance with all covenants, including financial covenants, for the 2015 Credit Facility. The 2015 Credit Facility contains customary events of default that may permit acceleration of the debt. During the continuance of a payment default, interest will accrue on overdue amounts at a default interest rate of 2% above the interest rate which would otherwise be applicable, in the case of loans, and at a rate equal to the rate applicable to base rate loans plus 2% , in the case of all other amounts. Acquisition of Simple Signal In connection with our acquisition of Simple Signal on April 1, 2015, we financed the transaction with $20,000 from our 2014 revolving credit facility. 2014 Financing On August 13, 2014, we entered into a credit agreement (the “2014 Credit Facility”) consisting of a $100,000 term note and a $125,000 revolving credit facility. The co-borrowers under the 2014 Credit Facility were us and Vonage America Inc., our wholly owned subsidiary. Obligations under the 2014 Credit Facility were guaranteed, fully and unconditionally, by our other material United States subsidiaries and were secured by substantially all of the assets of each borrower and each guarantor. The lenders under the 2014 Credit Facility were JPMorgan Chase Bank, N.A., Citizens Bank, N.A., Silicon Valley Bank, SunTrust Bank, Fifth Third Bank, Keybank National Association, and MUFG Union Bank, N.A. JPMorgan Chase Bank, N.A. was a party to the agreement as administrative agent, Citizens Bank, N.A. as syndication agent, and Silicon Valley Bank and SunTrust Bank as documentation agents. J.P. Morgan Securities LLC and Citizens Bank, N.A. acted as joint lead bookrunners, and J.P. Morgan Securities LLC, Citizens Bank, N.A., Silicon Valley Bank, and SunTrust Robinson Humphrey Inc. acted as joint lead arrangers. Use of Proceeds We used $90,000 of the net available proceeds of the 2014 Credit Facility to retire all of the debt under our 2013 Credit Facility. Remaining proceeds from the term note and the undrawn revolving credit facility under the 2014 Credit Facility was available for general corporate purposes. We also incurred $1,910 of fees in connection with the 2014 Credit Facility, which was amortized, along with the unamortized fees of $668 in connection with the 2013 Credit Facility, to interest expense over the life of the debt using the effective interest method. 2014 Credit Facility Terms The following description summarizes the material terms of the 2014 Credit Facility: The loans under the 2014 Credit Facility were scheduled to mature in August 2018. Principal amounts under the 2014 Credit Facility were repayable in quarterly installments of $5,000 per quarter for the term note. The unused portion of our revolving credit facility incurred a 0.40% commitment fee. Outstanding amounts under the 2014 Credit Facility, at our option, bore interest at: • LIBOR (applicable to one-, two-, three-, six-, or twelve-month periods) plus an applicable margin equal to 2.875% if our consolidated leverage ratio is less than 0.75 to 1.00, 3.125% if our consolidated leverage ratio is greater than or equal to 0.75 to 1.00 and less than 1.50 to 1.00, and 3.375% if our consolidated leverage ratio is greater than or equal to 1.50 to 1.00, payable on the last day of each relevant interest period or, if the interest period is longer than three months, each day that is three months after the first day of the interest period, or • the base rate determined by reference to the highest of (a) the federal funds effective rate from time to time plus 0.50% , (b) the prime rate of JPMorgan Chase Bank, N.A., and (c) the adjusted LIBO rate applicable to one month interest periods plus 1.00% , plus an applicable margin equal to 1.875% if our consolidated leverage ratio is less than 0.75 to 1.00, 2.125% if our consolidated leverage ratio is greater than or equal to 0.75 to 1.00 and less than 1.50 to 1.00, and 2.375% if our consolidated leverage ratio is greater than or equal to 1.50 to 1.00, payable on the last business day of each March, June, September, and December and the maturity date of the 2014 Credit Facility. The 2014 Credit Facility provided greater flexibility to us in funding acquisitions and restricted payments, such as stock buybacks, than the 2013 Credit Facility. The 2014 Credit Facility was prepayable at our option at any time without premium or penalty. The 2014 Credit Facility was subject to mandatory prepayments in amounts equal to: • 100% of the net cash proceeds from any non-ordinary course sale or other disposition of our property and assets for consideration in excess of a certain amount subject to customary reinvestment provisions and certain other exceptions, and • 100% of the net cash proceeds received in connection with other non-ordinary course transactions, including insurance proceeds not otherwise applied to the relevant insurance loss. Subject to certain restrictions and exceptions, the 2014 Credit Facility permitted us to obtain one or more incremental term notes and/or revolving credit facilities in an aggregate principal amount of up to $60,000 plus an amount equal to repayments of the term note upon providing documentation reasonably satisfactory to the administrative agent. The 2014 Credit Facility included customary representations and warranties and affirmative covenants of the borrowers. In addition, the 2014 Credit Facility contained customary negative covenants, including, among other things, restrictions on the ability of us and our subsidiaries to consolidate or merge, create liens, incur additional indebtedness, dispose of assets, consummate acquisitions, make investments, and pay dividends and other distributions. We were also required to comply with the following financial covenants: • a consolidated leverage ratio of no greater than 2.25 to 1.00; • a consolidated fixed coverage charge ratio of no less than 1.75 to 1.00 subject to adjustment to exclude up to $80,000 in specified restricted payments; • minimum cash of $25,000 including the unused portion of the revolving credit facility; and • maximum capital expenditures not to exceed $55,000 during any fiscal year, provided that the unused amount of any permitted capital expenditures in any fiscal year may be carried forward to the next following fiscal year. In addition, annual excess cash flow up to $8,000 increased permitted capital expenditures. The 2014 Credit Facility contained customary events of default that permitted acceleration of the debt. During the continuance of a payment default, interest would accrue at a default interest rate of 2% above the interest rate which would otherwise be applicable, in the case of loans, and at a rate equal to the rate applicable to base rate loans plus 2% , in the case of all other amounts. 2013 Financing On February 11, 2013, we entered into Amendment No. 1 to the 2011 Credit Agreement (as further amended by Amendment No. 2 to our 2011 Credit Facility, the "2013 Credit Facility"). The 2013 Credit Facility consisted of a $70,000 term note and a $75,000 revolving credit facility. The co-borrowers under the 2013 Credit Facility were our wholly owned subsidiary, Vonage America Inc., and us. Obligations under the 2013 Credit Facility were guaranteed, fully and unconditionally, by our other United States subsidiaries and were secured by substantially all of the assets of each borrower and each of the guarantors. On July 26, 2013 we entered into Amendment No. 2 to our 2011 Credit Agreement, which amended our financial covenant related to our consolidated fixed charge coverage ratio by increasing the amount of restricted payments excluded from such calculation from $50,000 to $80,000 . Use of Proceeds The net proceeds received of $27,500 from the term note and the undrawn revolving credit facility under the 2013 Credit Facility were used for general corporate purposes. We also incurred $2,009 of fees in connection with the 2013 Credit Facility, which is amortized, along with the unamortized fees of $670 in connection with the 2011 Credit Facility, to interest expense over the life of the debt using the effective interest method. We used $75,000 from the 2013 revolving credit facility in connection with the acquisition of Vocalocity on November 15, 2013. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Common Stock | Common Stock Net Operating Loss Rights Agreement On June 7, 2012, we entered into a Tax Benefits Preservation Plan ("Preservation Plan") designed to preserve stockholder value and tax assets. Our ability to use our tax attributes to offset tax on U.S. taxable income would be substantially limited if there were an "ownership change" as defined under Section 382 of the U.S. Internal Revenue Code. In general, an ownership change would occur if one or more "5-percent shareholders," as defined under Section 382, collectively increase their ownership in us by more than 50 percent over a rolling three -year period. In connection with the adoption of the Preservation Plan, our board of directors declared a dividend of one preferred share purchase right for each outstanding share of the Company’s common stock. The preferred share purchase rights were distributed to stockholders of record as of June 18, 2012, as well as to holders of the Company's common stock issued after that date, but will only be activated if certain triggering events under the Preservation Plan occur. Under the Preservation Plan, preferred share purchase rights will work to impose significant dilution upon any person or group which acquires beneficial ownership of 4.9% or more of the outstanding common stock, without the approval of our board of directors, from and after June 7, 2012. Stockholders that own 4.9% or more of the outstanding common stock as of the opening of business on June 7, 2012, will not trigger the preferred share purchase rights so long as they do not (i) acquire additional shares of common stock or (ii) fall under 4.9% ownership of common stock and then re-acquire shares that in the aggregate equal 4.9% or more of the common stock. The Preservation Plan was set to expire no later than the close of business June 7, 2013, unless extended by our board of directors. On June 6, 2013, at the Vonage 2013 annual meeting of stockholders, stockholders ratified the extension of the Preservation Plan through June 7, 2015. On April 2, 2015, after consultation with our advisors, our board of directors determined to extend the Preservation Plan through June 30, 2017, subject to ratification of the extension by stockholders at our 2015 annual meeting of stockholders. On June 3, 2015, at the Vonage 2015 annual meeting of stockholders, stockholders ratified the extension of the Preservation Plan through June 30, 2018. Common Stock Repurchases On July 25, 2012, our board of directors authorized a program to repurchase up to $50,000 of Vonage common stock (the " $50,000 repurchase program") through December 31, 2013. On February 7, 2013, our board of directors discontinued the remainder of the $50,000 repurchase program effective at the close of business on February 12, 2013 with $16,682 of availability remaining, and authorized a new program to repurchase up to $100,000 of Vonage common stock (the "2012 $100,000 repurchase program") by December 31, 2014. We repurchased the following shares of common stock with cash resources under the 2012 $100,000 repurchase program during the three months ended September 30, 2015 and 2014 : Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 (1) 2015 2014 (1) Shares of common stock repurchased — 3,841 — 9,811 Value of common stock repurchased $ — $ 13,260 $ — $ 36,547 (1) including 192 shares, or $633 , of common stock repurchases settled in October 2014; excluding commission of $2 . As of December 31, 2014, approximately $219 remained of our 2012 $100,000 repurchase program. The repurchase program expired on December 31, 2014. On December 9, 2014, Vonage's Board of Directors authorized a new program for the Company to repurchase up to $100,000 of its outstanding common stock (the "2014 $100,000 repurchase program"). Repurchases under the 2014 $100,000 repurchase program program are expected to be made over a four-year period ending on December 31, 2018. Under the 2014 $100,000 repurchase program, the timing and amount of repurchases will be determined by management based on its evaluation of market conditions, the trading price of the stock and will vary based on available capital resources and other financial and operational performance, market conditions, securities law limitations, and other factors. Repurchases may be made in the open market or through private transactions from time to time. The repurchases will be made using available cash balances. In any period, under each repurchase program, cash used in financing activities related to common stock repurchases may differ from the comparable change in stockholders' equity, reflecting timing differences between the recognition of share repurchase transactions and their settlement for cash. We repurchased the following shares of common stock with cash resources under the 2014 $100,000 repurchase program during the three and nine months ended September 30, 2015 : Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Shares of common stock repurchased 372 — 3,320 — Value of common stock repurchased $ 1,821 $ — $ 15,195 $ — As of September 30, 2015 , $84,805 remained of our 2014 $100,000 repurchase program. The repurchase program expires on December 31, 2018 but may be suspended or discontinued at any time without notice. In any period under the 2014 $100,000 repurchase program, cash used in financing activities related to common stock repurchases may differ from the comparable change in stockholders' equity, reflecting timing differences between the recognition of share repurchase transactions and their settlement for cash. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation IP Matters Bear Creek Technologies, Inc. On February 22, 2011, Bear Creek Technologies, Inc. (“Bear Creek”) filed a lawsuit against Vonage Holdings Corp., Vonage America, Inc., Vonage Marketing LLC, and Aptela Inc. (a subsidiary of Vocalocity, Inc., a wholly-owned subsidiary of the Company which was acquired on November 15, 2013 pursuant to an Agreement and Plan of Merger dated October 9, 2013) in the United States District Court for the Eastern District of Virginia (Norfolk Division) alleging that Vonage’s and Aptela’s products and services are covered by United States Patent No. 7,889,722, entitled “System for Interconnecting Standard Telephony Communications Equipment to Internet Protocol Networks” (the “'722 Patent”). The suit also named numerous other defendants. On August 17, 2011, the Court dismissed Bear Creek’s case against the Vonage entities and Aptela, as well as all but one of the other defendants. Later, on August 17, 2011, Bear Creek re-filed its complaint concerning the ‘722 Patent in the United States District Court for the District of Delaware against the same Vonage entities; and also re-filed a separate complaint concerning the ‘722 Patent in the United States District Court for the Eastern District of Virginia against Aptela. In each complaint, Bear Creek alleges that Vonage and Aptela are infringing and contributing to and inducing infringement of the ‘722 Patent. On January 25, 2012, Bear Creek filed a motion with the United States Judicial Panel on Multidistrict Litigation seeking to transfer and consolidate its litigations against Vonage and Aptela with twelve other separate actions Bear Creek filed in the U.S. District Courts for Delaware and the Eastern District of Virginia. On May 2, 2012, the Multidistrict Litigation Panel granted Bear Creek’s motion and ordered the coordination or consolidation for pretrial proceedings of all fourteen actions in the U.S. District Court for the District of Delaware. On October 11, 2012, Vonage filed an answer to Bear Creek’s complaint, including counterclaims of non-infringement and invalidity of the ‘722 patent. Aptela, which filed a motion to dismiss Bear Creek’s complaint on September 27, 2011, has not yet answered, as its motion remains pending and awaiting disposition by the court. On November 5, 2012, Bear Creek filed an answer to Vonage’s counterclaims. On March 1, 2013, several defendants including Vonage moved the Court to stay the case pending resolution of the reexamination of the ‘722 patent requested by Cisco Systems, Inc. (“Cisco”) as described below; the motion was granted on July 17, 2013, and the case is now stayed pending the resolution of the reexamination. On November 8, 2013, the Court granted Bear Creek’s request to terminate and substitute counsel representing it in the litigation. On May 5, 2015, the Court closed the case for administrative purposes, with leave to reopen if further attention by the Court is deemed required. A request for reexamination of the ‘722 Patent was filed on September 12, 2012 by Cisco, challenging the validity of the ‘722 Patent. Cisco’s request was granted by the United States Patent and Trademark Office on November 28, 2012. On March 24, 2014, the Patent Office issued an Action Closing Prosecution, confirming its rejection of all claims of the ‘722 patent on multiple independent grounds. On November 14, 2014, Bear Creek submitted its Appeal of the Action Closing Prosecution to the Patent Trial and Appeal Board. Oral argument for the Appeal has been scheduled for November 10, 2015. RPost Holdings, Inc. On August 24, 2012, RPost Holdings, Inc., RPost Communications Limited, and RMail Limited (collectively, “RPost”) filed a lawsuit against StrongMail Systems, Inc. (“StrongMail”) in the United States District Court for the Eastern District of Texas (Marshall Division) alleging that StrongMail’s products and services, including its electronic mail marketing services, are covered by United States Patent Nos. 8,224,913, 8,209,389, 8,161,104, 7,966,372, and 6,182,219. On February 11, 2013, RPost filed an amended complaint, adding 27 new defendants, including Vonage America Inc. RPost’s amended complaint alleges willful infringement of the RPost patents by Vonage and each of the other new defendants because they are customers of StrongMail. StrongMail has agreed to fully defend and indemnify Vonage in this lawsuit. Vonage answered the complaint on May 7, 2013. On January 30, 2014, RPost informed the Court that it is ready for a scheduling conference; the Court has not yet scheduled a conference. On September 17, 2015, the Court ordered the consolidation for pre-trial purposes of this case with other cases by RPost against third-parties Epsilon Data Management, LLC., Experian Marketing Solutions, LLC, and Vocus, Inc. The lead case has been administratively closed and stayed since January 30, 2014 due to multiple pending actions by third parties regarding ownership of the patents at issue. AIP Acquisition LLC . On January 3, 2014, AIP Acquisition LLC (“AIP”), filed a lawsuit against Vonage Holdings Corp., Vonage America, Inc., and Vonage Marketing LLC in the U.S. District Court for the District of Delaware (Norfolk Division) alleging that Vonage’s products and services are covered by United States Patent No. 7,269,247. Vonage filed an answer and counterclaims on February 25, 2014. AIP filed an amended complaint on March 18, 2014, which Vonage answered on April 4, 2014. On April 8, 2014, the Court ordered a stay of the case pending final resolution of non-party Level 3’s inter partes review request of United States Patent No. 7,724,879, which is a continuation of the ‘247 patent. On October 8, 2014, the Patent Office issued a Final Written Decision, finding all challenged claims of the ‘879 patent to be invalid. On December 9, 2014, AIP filed a Notice of Appeal to the Patent Office’s rejection of its patent. On December 15, 2014, AIP moved to replace its attorneys and the Patent Office granted the request on December 23, 2014. Oral argument for the Appeal is scheduled for November 5, 2015. A second request for inter partes review of the ‘879 patent was made by Cisco on December 12, 2013 and granted by the Patent Office on May 27, 2014. On May 20, 2015, the Patent Office issued a Final Written Decision, finding all challenged claims of the ‘879 patent to be invalid. On July 17, 2015, AIP filed a Notice of Appeal to the Patent Office’s rejection. AIP’s Appeal Brief was filed on November 2, 2015. Cisco petitioned for inter partes review of the ‘247 patent on November 25, 2014. On May 20, 2015, the Patent Office granted Cisco’s request, setting oral argument (if requested by the parties) for January 27, 2016. Commercial Litigation Merkin & Smith, et als . On September 27, 2013, Arthur Merkin and James Smith filed a putative class action lawsuit against Vonage America, Inc. in the Superior Court of the State of California, County of Los Angeles, alleging that Vonage violated California’s Unfair Competition Law by charging its customers fictitious 911 taxes and fees. On October 30, 2013, Vonage filed a notice removing the case to the United States District Court for the Central District of California. On November 26, 2013, Vonage filed its Answer to the Complaint. On December 4, 2013, Vonage filed a Motion to Compel Arbitration. On February 4, 2014, the Court denied Vonage’s Motion to Compel Arbitration. On March 5, 2014, Vonage filed an appeal with the United States Court of Appeals for the Ninth Circuit of the decision denying Vonage’s Motion to Compel Arbitration. On March 6, 2014, Vonage moved to stay the district court proceedings pending its appeal; the Court granted Vonage’s stay motion on March 26, 2014. Briefing on the appeal is complete. From time to time, in addition to those identified above, we are subject to legal proceedings, claims, investigations, and proceedings in the ordinary course of business, including claims of alleged infringement of third-party patents and other intellectual property rights, commercial, employment, and other matters. From time to time we receive letters or other communications from third parties inviting us to obtain patent licenses that might be relevant to our business or alleging that our services infringe upon third party patents or other intellectual property. In accordance with generally accepted accounting principles, we make a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss or range of loss can be reasonably estimated. These provisions, if any, are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Litigation is inherently unpredictable. We believe that we have valid defenses with respect to the legal matters pending against us and are vigorously defending these matters. Given the uncertainty surrounding litigation and our inability to assess the likelihood of a favorable or unfavorable outcome in the above noted matters and our inability to reasonably estimate the amount of loss or range of loss, it is possible that the resolution of one or more of these matters could have a material adverse effect on our consolidated financial position, cash flows or results of operations. Regulation Telephony services are subject to a broad spectrum of state and federal regulations. Because of the uncertainty over whether Voice over Internet Protocol (“VoIP”) should be treated as a telecommunications or information service, we have been involved in a substantial amount of state and federal regulatory activity. Implementation and interpretation of the existing laws and regulations is ongoing and is subject to litigation by various federal and state agencies and courts. Due to the uncertainty over the regulatory classification of VoIP service, there can be no assurance that we will not be subject to new regulations or existing regulations under new interpretations, and that such change would not introduce material additional costs to our business. Federal - Net Neutrality Clear and enforceable net neutrality rules make it more difficult for broadband Internet service providers to block or discriminate against Vonage service. In addition, explicitly applying net neutrality rules to wireless broadband Internet service providers could create greater opportunities for VoIP applications that run on wireless broadband Internet service. In December 2010, the FCC adopted net neutrality rules that applied strong net neutrality rules to wired broadband Internet service providers and limited rules to wireless broadband Internet service providers. On January 14, 2014, the D.C. Circuit Court of Appeals vacated a significant portion of the 2010 rules. On May 15, 2014, the FCC issued a Notice of Proposed Rulemaking (NPRM) proposing new net neutrality rules. After public response to the NPRM, the FCC adopted new neutrality rules on February 26, 2015. These rules prohibit broadband Internet service providers from: (1) blocking or throttling lawful content applications, or services; (2) imposing paid prioritization arrangements; and (3) unreasonably interfering or unreasonably disadvantaging consumers or edge providers. In addition, broadband Internet service providers are required to make certain disclosures regarding their network management practices, network performance, and commercial terms. These net neutrality rules apply the same requirements to wired and wireless broadband Internet service providers. Several parties have filed appeals which are pending at the D.C. Circuit Court of Appeals. Oral arguments at the D.C. Circuit Court of Appeals are scheduled for December 4, 2015. Federal - Intercarrier Compensation On October 27, 2011, the FCC adopted an order reforming universal service and the intercarrier compensation (“ICC”) system that governs payments between telecommunications carriers primarily for terminating traffic. The FCC order provides that VoIP originated calls will be subject to interstate access charges for long distance calls and reciprocal compensation for local calls that terminate to the public switched telephone network (“PSTN”). It also subjected PSTN originated traffic directed to VoIP subscribers to similar ICC obligations. The termination charges for all traffic, including VoIP originated traffic, will transition over several years to a bill and keep arrangement (i.e., no termination charges). We expect that the FCC's order will lower Vonage's costs for telecommunications services. Numerous parties filed appeals of the FCC order. On May 23, 2014, the 10th Circuit Court of Appeals upheld the FCC’s order in its entirety. The Supreme Court declined several appellants' petition to review the decision. Federal - Universal Service Contribution Reform On April 30, 2012, the FCC released a Further Notice of Proposed Rulemaking on reforming federal universal service fund (“USF”) contributions. Currently USF contributions are assessed on the interstate and international revenue of traditional telephone carriers and interconnected VoIP providers like Vonage. The level of USF assessments on these providers has been going up over time because of decreases in the revenue subject to assessment due to substitution of non-assessable services such as non-interconnected VoIP services. In addition, communications industry revenues, in general, have shifted away from USF assessable voice services to non-assessable broadband services. Both of these trends have reduced the USF contribution base and caused the assessment rate to increase to cover USF costs. In the order adopting the 2015 net neutrality rules, the FCC applied some universal service provisions to broadband internet service, but forbore from applying USF contribution obligations pending a recommendation from the Federal State Joint Board on Universal Service. If the FCC does reform USF contributions or add services to the contribution base, it is likely that Vonage's contribution burden will decline. Federal - E-Rate Reform On December 19, 2013, the FCC released a Second Report and Order and Order on Reconsideration modernizing the E-Rate program. The E-Rate program subsidizes voice and data services for schools and libraries and is one component of the federal universal service fund. The December 19 order increased the size of the E-Rate fund to $3.9B in available annual funding. This represents an approximately $1.5B annual (17%) increase in the overall size of the universal service fund. This increase in the size of the fund will likely lead to increased USF contribution levels for Vonage services subject to assessment for federal USF. Federal - Rural Call Completion Issues On February 7, 2013, the FCC released a Notice of Proposed Rulemaking (NPRM) on rural call completion issues. The NPRM proposed new detailed reporting requirements to gauge rural call completion performance. Rural carriers have argued that VoIP provider call completion performance to rural areas is generally poor. On October 28, 2013, the FCC adopted an order on rural call completion imposing new reporting obligations and restricting certain call signaling practices. The call signaling rules went into effect on January 31, 2014. We filed for extensions of the rules, which the FCC granted, and as of April 17, 2014, we were compliant with the FCC call signaling rules. The effective date for the reporting requirements was April 1, 2015 with the first report covering the 2nd quarter of 2015 was due August 1, 2015. We could be subject to an FCC enforcement action in the future in the event the FCC took the position that our rural call completion performance is inadequate or we were not compliant with the FCC’s order. Federal - Numbering Rights On April 18, 2013, the FCC issued a Notice of Proposed Rulemaking (NPRM) that proposed to modify FCC rules to allow VoIP providers to directly access telephone numbers. In addition, the FCC granted a waiver from its existing rules to allow Vonage to conduct a trial of direct access to telephone numbers. The trial would allow the FCC to obtain real-world data on direct access to telephone numbers by VoIP providers to inform consideration of the NPRM. Direct access to telephone numbers would facilitate IP to IP interconnection, which may allow VoIP providers to provide higher quality, lower cost services, promote the deployment of innovative new voice services, and experience reductions in the cost of telephony services. Vonage successfully completed the trial in certain markets and filed the required reports on the trial with the FCC. On January 31, 2014, the FCC Wireline Competition Bureau issued a positive report on the trial, concluding that Vonage's successful trial confirmed the technical feasibility of interconnected VoIP providers obtaining telephone numbers directly from the numbering administrators. On June 18, 2015, the FCC adopted an order that modifies its rules to allow interconnected VoIP providers to directly access telephone numbers. Part of the order requires approval from the Office of Management and Budget ("OMB") prior to the rule change becoming effective. OMB approval is pending. State Telecommunications Regulation In general, the focus of interconnected VoIP telecommunications regulation is at the federal level. On November 12, 2004, the FCC issued a declaratory ruling providing that our service is subject to federal regulation and preempted the Minnesota Public Utilities Commission from imposing certain of its regulations on us. The FCC's decision was based on its conclusion that our service is interstate in nature and cannot be separated into interstate and intrastate components. On March 21, 2007, the United States Court of Appeals for the 8th Circuit affirmed the FCC's declaratory ruling preempting state regulation of our service. While this ruling does not exempt us from all state oversight of our service, it effectively prevents state telecommunications regulators from imposing certain burdensome and inconsistent market entry requirements and certain other state utility rules and regulations on our service. State regulators continue to probe the limits of federal preemption in their attempts to apply state telecommunications regulation to interconnected VoIP service. On July 16, 2009, the Nebraska Public Service Commission and the Kansas Corporation Commission filed a petition with the FCC seeking a declaratory ruling or, alternatively, adoption of a rule declaring that state authorities may apply universal service funding requirements to nomadic VoIP providers. We participated in the FCC proceedings on the petition. On November 5, 2010, the FCC issued a declaratory ruling that allowed states to assess state USF on nomadic VoIP providers on a going forward basis provided that the states comply with certain conditions to ensure that imposing state USF does not conflict with federal law or policy. We expect that state public utility commissions and state legislators will continue their attempts to apply state telecommunications regulations to nomadic VoIP service. Stand-by Letters of Credit We had stand-by letters of credit totaling $2,497 and $3,311 , as of September 30, 2015 and December 31, 2014 , respectively. End-User Commitments We are obligated to provide telephone services to our registered end-users. The costs related to the potential utilization of minutes sold are expensed as incurred. Our obligation to provide this service is dependent on the proper functioning of systems controlled by third-party service providers. We do not have a contractual service relationship with some of these providers. Vendor Commitments We have committed to purchase marketing services from a vendor. We have committed to pay this vendor approximately $600 in 2015 and $2,800 in 2016, respectively. State and Municipal Taxes In accordance with generally accepted accounting principles, we make a provision for a liability for taxes when it is both probable that a liability has been incurred and the amount of the liability or range of liability can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. For a period of time, we did not collect or remit state or municipal taxes (such as sales, excise, utility, use, and ad valorem taxes), fees or surcharges (“Taxes”) on the charges to our customers for our services, except that we historically complied with the New Jersey sales tax. We have received inquiries or demands from a number of state and municipal taxing and 911 agencies seeking payment of Taxes that are applied to or collected from customers of providers of traditional public switched telephone network services. Although we have consistently maintained that these Taxes do not apply to our service for a variety of reasons depending on the statute or rule that establishes such obligations, we are now collecting and remitting sales taxes in certain of those states including a number of states that have changed their statutes to expressly include VoIP. In addition, many states address how VoIP providers should contribute to support public safety agencies, and in those states we remit fees to the appropriate state agencies. We could also be contacted by state or municipal taxing and 911 agencies regarding Taxes that do explicitly apply to VoIP and these agencies could seek retroactive payment of Taxes. As such, we have a reserve of $3,040 as of September 30, 2015 as our best estimate of the potential tax exposure for any retroactive assessment. We believe the maximum estimated exposure for retroactive assessments is approximately $4,500 as of September 30, 2015 . |
Noncontrolling Interest and Red
Noncontrolling Interest and Redeemable Noncontrolling Interest | 9 Months Ended |
Sep. 30, 2015 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest and Redeemable Noncontrolling Interest | Noncontrolling Interest and Redeemable Noncontrolling Interest In the third quarter of 2013, we formed a consolidated foreign subsidiary in Brazil in connection with our previously announced joint venture in Brazil, which created a redeemable noncontrolling interest. The redeemable noncontrolling interest consisted of the 30.0% interest in this subsidiary held by our joint venture partner. In 2014, our joint venture partner did not make required capital calls and correspondingly its interest was diluted to 4% and was no longer contingently redeemable. As such, we reclassified the redeemable noncontrolling interest previously included in the mezzanine section of our Consolidated Balance Sheets to noncontrolling interest in the Stockholders' Equity section of our Consolidated Balance Sheets. In December 2014 we announced plans to exit the Brazilian market for consumer telephony services and wind down our joint venture operations in the country. We completed the process at the end of the first quarter of 2015. We expect to avoid material operating losses in Brazil in 2015 and 2016 due to the significant planned incremental investment that would have been required to scale the business. In connection with the wind down, we incurred approximately $500 in cash charges in the nine months ended September 30, 2015 related to contract terminations and severance-related expenses. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On March 31, 2015, the Company completed its previously announced exit from the Brazilian market for consumer telephony services and the associated wind down of its joint venture operations in the country. The Company incurred a loss on disposal of $824 . The loss on disposal is comprised of the write-off of noncontrolling interest of $907 , foreign currency loss on intercompany loan forgiveness of $783 , and residual cumulative translation of $192 , partially offset by a tax benefit of $1,058 . The results of operations of this discontinued operation are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Revenues $ — $ 27 $ 33 $ 31 Operating expenses — 2,989 1,648 5,779 Loss from discontinued operations — (2,962 ) (1,615 ) (5,748 ) Loss on disposal, net of taxes — — (824 ) — Net loss from discontinued operations — (2,962 ) (2,439 ) (5,748 ) Plus: Net loss from discontinued operations attributable to noncontrolling interest $ — $ 191 $ 59 $ 709 Net loss from discontinued operations attributable to Vonage $ — $ (2,771 ) $ (2,380 ) $ (5,039 ) |
Acquisition of Business
Acquisition of Business | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisition of Business | Acquisition of Business Acquisition of iCore Pursuant to the Agreement and Plan of Merger dated August 19, 2015 by and among the Company, Cirrus Acquisition Corp., a Delaware corporation and newly formed indirect, wholly owned subsidiary of Vonage (“Merger Sub”), iCore, and Stephen G. Canton, as representative of the security holders of iCore, on August 31, 2015, Merger Sub, on the terms and subject to the conditions thereof, merged with and into iCore, and iCore became a wholly owned indirect subsidiary of Vonage. iCore provides cloud-based unified communications and collaboration services, delivering voice, video, and mobile communications solutions to business customers. iCore is a natural complement to our rapid growing UCaaS business and strengthens our national footprint. We acquired iCore for $92,689 in cash consideration, subject to adjustments pursuant to the merger agreement for closing cash and working capital of iCore, reductions for indebtedness and transaction expenses of iCore that remained unpaid as of closing, and escrow fund deposits. We financed the transaction with $10,689 of cash and $82,000 from our 2015 Credit Facility. The aggregate consideration will be allocated among iCore equity holders. Pursuant to the merger agreement, $9,200 of the cash consideration was placed in escrow for unknown liabilities that may have existed as of the acquisition date. During 2015, we incurred $1,353 in acquisition related transaction costs, which were recorded in general and administrative expense in the accompanying Consolidated Statements of Income. The results of operations of the iCore business and the estimated fair values of the assets acquired and liabilities assumed have been included in our consolidated financial statements since the date of the acquisition. The Company recorded revenue of $5,544 and net income of $176 attributable to the iCore business for the three months ended September 30, 2015 . The acquisition was accounted for using the acquisition method of accounting under which assets and liabilities of iCore were recorded at their respective fair values including an amount for goodwill representing the difference between the acquisition consideration and the fair value of the identifiable net assets. We do not expect any portion of this goodwill to be deductible for tax purposes. The goodwill attributable to the acquisition has been recorded as a non-current asset and is not amortized, but is subject to an annual review for impairment. The Company is in the process of allocating the acquisition price to identified intangible assets acquired as of the closing date of the acquisition and has currently reflected the entire excess of the acquisition consideration over identifiable net assets as goodwill. The fair values assigned to identifiable intangible assets assumed will be based on management’s estimates and assumptions. The estimated fair values of the identified current assets, property and equipment, software and other assets acquired and current liabilities assumed are considered preliminary and are based on the most recent information available. We believe that the information provides a reasonable basis for assigning fair value, but we are waiting for additional information, primarily related to income, sales, excise, and ad valorem taxes which are subject to change. Thus, the provisional measurements of fair value set forth below are subject to change. We expect to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. The table below summarizes the iCore assets acquired and liabilities assumed as of August 31, 2015: Estimated Fair Value Assets Current assets: Cash and cash equivalents $ 1,051 Accounts receivable 2,065 Inventory 191 Prepaid expenses and other current assets 1,017 Total current assets 4,324 Property and equipment 4,437 Software 281 Restricted cash 183 Other assets 195 Total assets acquired 9,420 Liabilities Current liabilities: Accounts payable 3,344 Accrued expenses 2,330 Deferred revenue, current portion 576 Current maturities of capital lease obligations 557 Total current liabilities 6,807 Capital lease obligations, net of current maturities 552 Total liabilities assumed 7,359 Net identifiable assets acquired 2,061 Goodwill 90,628 Total purchase price $ 92,689 Acquisition of Simple Signal Pursuant to the Agreement and Plan of Merger dated March 15, 2015 by and among Vonage Holdings Corp., a Delaware corporation, Stratus Acquisition Corp., a California corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), Simple Signal Inc., a California corporation (“Simple Signal”) and Simplerep, LLC, a Colorado limited liability company, as representative of the security holders of Simple Signal, on April 1, 2015, Merger Sub merged with and into Simple Signal, and Simple Signal became a wholly owned indirect subsidiary of Vonage. Simple Signal provides cloud-based unified communications and collaboration services, delivering voice, video, and mobile communications solutions to business customers. Simple Signal is a natural complement to our expanding UCaaS business. We acquired Simple Signal for $25,578 , including 1,111 shares of Vonage common stock (which shares had an aggregate value of approximately $5,578 based upon the closing stock price on April 1, 2015) and cash consideration of $20,000 , subject to adjustments pursuant to the merger agreement for closing cash and working capital of Simple Signal, reductions for indebtedness and transaction expenses of Simple Signal that remained unpaid as of closing, and escrow fund deposits. We financed the transaction with $20,000 from our revolving credit facility. The aggregate consideration will be allocated among Simple Signal equityholders. Pursuant to the merger agreement, $2,356 of the cash consideration and $1,144 of the stock consideration was placed in escrow for unknown liabilities that may have existed as of the acquisition date. During 2015, we incurred $447 in acquisition related transaction costs, which were recorded in general and administrative expense in the accompanying Consolidated Statements of Income. The results of operations of the Simple Signal business and the estimated fair values of the assets acquired and liabilities assumed have been included in our consolidated financial statements since the date of the acquisition. The Company recorded revenue of $3,827 and a loss of $538 for the three months ended September 30, 2015 , and revenue of $7,910 and a loss of $440 for the nine months ended September 30, 2015 , respectively. The acquisition was accounted for using the acquisition method of accounting under which assets and liabilities of Simple Signal were recorded at their respective fair values including an amount for goodwill representing the difference between the acquisition consideration and the fair value of the identifiable net assets. We do not expect any portion of this goodwill to be deductible for tax purposes. The goodwill attributable to the acquisition has been recorded as a non-current asset and is not amortized, but is subject to an annual review for impairment. The acquisition price was allocated to the tangible and identified intangible assets acquired and liabilities assumed as of the closing date. The fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions. The estimated fair values of assets acquired and liabilities assumed are considered preliminary and are based on the most recent information available. We believe that the information provides a reasonable basis for assigning the fair values of assets acquired and liabilities assumed, but we are waiting for additional information, primarily related to income, sales, excise, and ad valorem taxes which are subject to change. Thus, the provisional measurements of fair value set forth below are subject to change. We expect to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. The table below summarizes the Simple Signal assets acquired and liabilities assumed as of April 1, 2015: Estimated Fair Value Assets Current assets: Cash and cash equivalents $ 53 Accounts receivable 832 Inventory 67 Prepaid expenses and other current assets 177 Total current assets 1,129 Property and equipment 979 Software 401 Intangible assets 6,407 Deferred tax assets, non-current 775 Total assets acquired 9,691 Liabilities Current liabilities: Accounts payable 785 Accrued expenses 593 Deferred revenue, current portion 370 Total current liabilities 1,748 Total liabilities assumed 1,748 Net identifiable assets acquired 7,943 Goodwill 17,635 Total purchase price $ 25,578 The intangible assets as of the closing date of the acquisition included: Amount Customer relationships $ 5,090 Developed technologies 994 Non-compete agreements 303 Trade names 20 $ 6,407 Indications of fair value of the intangible assets acquired in connection with the acquisition were determined using either the income, market or replacement cost methodologies. The intangible assets are being amortized over periods which reflect the pattern in which economic benefits of the assets are expected to be realized. The customer relationships are being amortized on an accelerated basis over an estimated useful life of ten years; developed technology is being amortized on an accelerated basis over an estimated useful life of eight years; and the non-compete agreements and trade names are being amortized on a straight-line basis over two years. In addition, we recorded a net deferred tax liability of $2,242 related to the $6,407 of identified intangible assets that will be amortized for financial reporting purposes but not for tax purposes and a deferred tax asset of $3,017 related to NOLs. The excess of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents the amount of goodwill resulting from the acquisition. We do not expect any portion of this goodwill to be deductible for tax purposes. The goodwill attributable to the acquisition has been recorded as a non-current asset and is not amortized, but is subject to an annual review for impairment. We believe the factors that contributed to goodwill include synergies that are specific to our consolidated business, the acquisition of a talented workforce that provides us with expertise in the small and medium business market, as well as other intangible assets that do not qualify for separate recognition. Acquisition of Telesphere We acquired Telesphere Networks Ltd. ("Telesphere") for $114,330 , including 6,825 shares of Vonage common stock (which shares had an aggregate value of approximately $22,727 based upon the closing stock price on December 15, 2014) and cash consideration of $91,603 (of which $3,610 was paid in January 2015) including payment of $676 for excess cash as of the closing date, a reduction for closing working capital of $105 , reductions for indebtedness and transaction expenses of Telesphere that remained unpaid as of closing, and deposits into the escrow funds. We financed the transaction with $24,603 of cash and $67,000 from our revolving credit facility. The aggregate consideration will be allocated among Telesphere equity holders. The acquisition was accounted for using the acquisition method of accounting under which assets and liabilities of Telesphere were recorded at their respective fair values including an amount for goodwill representing the difference between the acquisition consideration and the fair value of the identifiable net assets. During the first quarter of 2015, the Company completed the process of allocating the acquisition price to identified intangible assets acquired as of the closing date, which had been in process as of December 31, 2014. The fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions. The estimated fair values of assets acquired and liabilities assumed are considered preliminary and are based on the most recent information available. We believe that the information provides a reasonable basis for assigning the fair values of assets acquired and liabilities assumed, but we are waiting for additional information, primarily related to income, sales, excise, and ad valorem taxes which are subject to change. Thus the provisional measurements of fair value set forth below are subject to change. We expect to finalize the valuation as soon as practicable, but not later than one -year from the acquisition date. The December 31, 2014 balance sheet has been revised to reflect the allocation of the purchase price for Telesphere based upon completion of our valuation analysis of intangible assets. The key revision was to record identified intangible assets of $50,925 with a corresponding reduction to goodwill. The table below summarizes the assets acquired and liabilities assumed as of December 15, 2014: Estimated Fair Value Assets Current assets: Cash and cash equivalents $ 70 Accounts receivable 2,925 Inventory 386 Prepaid expenses and other current assets 398 Total current assets 3,779 Property and equipment 5,731 Software 3 Intangible assets 50,925 Other assets 76 Total assets acquired 60,514 Liabilities Current liabilities: Accounts payable 1,202 Accrued expenses 4,108 Deferred revenue, current portion 1,156 Total current liabilities 6,466 Deferred tax liabilities, net, non-current 1,923 Total liabilities assumed 8,389 Net identifiable assets acquired 52,125 Goodwill 62,205 Total purchase price $ 114,330 The intangible assets as of the closing date of the acquisition included: Amount Customer relationships $ 10,699 Developed technologies 35,508 MPLS network 2,192 Non-compete agreements 2,526 $ 50,925 Indications of fair value of the intangible assets acquired in connection with the acquisition were determined using either the income, market or replacement cost methodologies. The intangible assets are being amortized over periods which reflect the pattern in which economic benefits of the assets are expected to be realized. The customer relationships and MPLS network are being amortized on an accelerated basis over an estimated useful life of seven years; developed technology is being amortized on an accelerated basis over an estimated useful life of ten years; and the non-compete agreements are being amortized on a straight-line basis over three years. In addition, we recorded a net deferred tax liability of $19,914 related to the $50,925 of identified intangible assets that will be amortized for financial reporting purposes but not for tax purposes and a deferred tax asset of $17,991 related to NOLs. The excess of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents the amount of goodwill resulting from the acquisition. We do not expect any portion of this goodwill to be deductible for tax purposes. The goodwill attributable to the acquisition has been recorded as a non-current asset and is not amortized, but is subject to an annual review for impairment. We believe the factors that contributed to goodwill include synergies that are specific to our consolidated business, the acquisition of a talented workforce that provides us with expertise in the small and medium business market, as well as other intangible assets that do not qualify for separate recognition. Pro forma financial information The following unaudited supplemental pro forma information presents the combined historical results of operations of Vonage, Simple Signal, and iCore for the nine months ended September 30, 2015 and September 30, 2014 , as if the Acquisitions had been completed at the beginning of 2014. Nine Months Ended September 30, 2015 2014 Revenue $ 713,429 $ 708,633 Net income attributable to Vonage $ 19,185 $ 13,486 Net income attributable to Vonage per share - basic $ 0.09 $ 0.06 Net income attributable to Vonage per share - diluted $ 0.09 $ 0.06 The pro forma financial information includes certain adjustments to reflect expenses in the appropriate pro forma periods as though the companies were combined as of the beginning of 2014. These adjustments include: • a decrease in income tax expense of $48 and $895 for the nine months ended September 30, 2015 and September 30, 2014 , respectively, related to pro forma adjustments and Simple Signal and iCore's results prior to acquisition; • the exclusion of our transaction-related expenses of $2,502 for the nine months ended September 30, 2015 ; • an increase in interest expense of $1,790 and $2,295 for the nine months ended September 30, 2015 and September 30, 2014 , respectively, associated with borrowings under our revolving line of credit; and • an increase in amortization expense of $105 and $803 for the nine months ended September 30, 2015 and September 30, 2014 , respectively, related to the identified intangible assets of Simple Signal. There is no amortization included for iCore, which could be material, as we are still in the process of allocating the acquisition price to identified intangible assets acquired as of the closing date of the acquisition. Goodwill The following table provides a summary of the changes in the carrying amounts of goodwill: Balance at December 31, 2014 $ 142,544 Decrease in goodwill related to working capital adjustment at Telesphere (105 ) Increase in goodwill related to acquisition of Simple Signal 17,635 Increase in goodwill related to acquisition of iCore 90,628 Balance at September 30, 2015 $ 250,702 |
Basis of Presentation and Sig18
Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Vonage and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. We also consolidate a majority-owned entity in Brazil where we had the ability to exercise controlling influence. The ownership interest of the noncontrolling party is presented as noncontrolling interest. On March 31, 2015, the Company completed its previously announced exit from the Brazilian market for consumer telephony services and the associated wind down of its joint venture operations in the country. The results of Brazilian operations are presented as discontinued operations for all periods presented. The results of companies acquired or disposed of are included in the consolidated financial statements from the effective date of the acquisition or up to the date of disposal. |
Use of Estimates | Use of Estimates Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States, which require management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, we evaluate our estimates, including the following: • the useful lives of property and equipment, software costs, and intangible assets; • assumptions used for the purpose of determining share-based compensation using the Black-Scholes option pricing model and Monte Carlo simulation model (“Models”), and various other assumptions that we believe to be reasonable; the key inputs for these Models include our stock price at valuation date, exercise price, the dividend yield, risk-free interest rate, life in years, and historical volatility of our common stock; and • assumptions used in determining the need for, and amount of, a valuation allowance on net deferred tax assets. We base our estimates on historical experience, available market information, appropriate valuation methodologies, and on various other assumptions that we believe to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. |
Revenue Recognition | Revenue Recognition Operating revenues consist of services revenue and customer equipment (which enables our services) and shipping revenue. The point in time at which revenues are recognized is determined in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 104, Revenue Recognition, and Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605, Revenue Recognition . At the time a customer signs up for our services, there are the following deliverables: • Providing equipment, if any, to the customer that enables our services; and • Providing services. The equipment is generally provided free of charge to our customers and in most instances there are no fees collected at sign-up. We record the fees collected for shipping the equipment to the customer, if any, as shipping and handling revenue at the time of shipment. Services Revenue Substantially all of our revenues are services revenues, which are derived primarily from monthly subscription fees that customers are charged under our service plans. We also derive services revenues from per minute fees for international calls if not covered under a plan, including calls made via applications for mobile devices and other stand-alone products, and for any calling minutes in excess of a customer’s monthly plan limits. Monthly subscription fees are automatically charged to customers’ credit cards, debit cards or electronic check payments ("ECP"), in advance and are recognized over the following month when services are provided. Revenues generated from international calls and from customers exceeding allocated call minutes under limited minute plans are recognized as services are provided, that is, as minutes are used, and are billed to a customer's credit cards, debit cards or ECP in arrears. As a result of multiple billing cycles each month, we estimate the amount of revenues earned from international calls and from customers exceeding allocated call minutes under limited minute plans but not billed from the end of each billing cycle to the end of each reporting period and record these amounts as accounts receivable. These estimates are based primarily upon historical minutes and have been consistent with our actual results. We also provide rebates to customers who purchase their customer equipment from retailers and satisfy minimum service period requirements. These rebates in excess of activation fees are recorded as a reduction of revenues over the service period based upon the estimated number of customers that will ultimately earn and claim the rebates. In the United States, we charge regulatory, compliance, E-911, and intellectual property-related fees on a monthly basis to defray costs, and to cover taxes that we are charged by the suppliers of telecommunications services. In addition, we charge customers Federal Universal Service Fund (“USF”) fees. We recognize revenue on a gross basis for USF and related fees. We record these fees as revenue when billed. All other taxes are recorded on a net basis. Customer Equipment and Shipping Revenue Customer equipment and shipping revenues consist of revenues from sales of customer equipment to wholesalers or directly to customers for replacement devices, or for upgrading their device at the time of customer sign-up for which we charge an additional fee. In addition, customer equipment and shipping revenues include revenues from the sale of VoIP telephones in order to access our small and medium business services. Customer equipment and shipping revenues also include the fees that customers are charged for shipping their customer equipment to them. Customer equipment and shipping revenues include sales to our retailers, who subsequently resell this customer equipment to customers. Revenues are reduced for payments to retailers and rebates to customers, who purchased their customer equipment through these retailers, to the extent of customer equipment and shipping revenues. |
Cost of Service | Cost of Service Cost of service consists of costs that we pay to third parties in order to provide services. These costs include access and interconnection charges that we pay to other companies to terminate domestic and international phone calls on the public switched telephone network. In addition, these costs include the cost to lease phone numbers, to co-locate in other companies’ facilities, to provide enhanced emergency dialing capabilities to transmit 911 calls, and to provide local number portability. These costs also include taxes that we pay on telecommunications services from our suppliers or are imposed by government agencies such as federal universal service fund (“USF”) contributions and royalties for use of third parties’ intellectual property. In addition, these costs include certain personnel and related costs for network operations and technical support that are attributable to revenue generating activities. |
Cost of Goods Sold | Cost of Goods Sold Cost of goods sold consists primarily of costs that we incur when a customer signs up for our service. These costs include the cost of customer equipment for customers who subscribe through the direct sales channel in excess of activation fees. In addition, these costs include the amortization of deferred customer equipment, the cost of shipping and handling for customer equipment, the installation manual that accompanies the customer equipment, and the cost of certain promotions. |
Sales and Marketing Expense | Sales and Marketing Expenses Sales and marketing expenses consist primarily of personnel and related costs for employees and contractors directly associated with our sales and marketing activities, internet advertising fees, radio and billboard advertising, public relations, commissions paid to employees, resellers and other third parties, trade shows, marketing and promotional activities, customer support, credit card fees, collections, and systems and information technology support. |
Engineering and Development Expenses | Engineering and Development Expenses Engineering and development expenses primarily include personnel and related costs for developers responsible for new products, and software engineers maintaining and enhancing existing products. These costs have been reclassified from selling, general and administrative expenses. Research and development costs related to new product development included in engineering and development were $4,706 and $3,353 for three months ended September 30, 2015 and 2014 and $13,405 and $9,504 for the nine months ended September 30, 2015 and 2014 , respectively. Costs for research, including predevelopment efforts prior to establishing technological feasibility of software expected to be marketed, are expensed as incurred. Development costs are capitalized when technological feasibility has been established and anticipated future revenues support the recoverability of the capitalized amounts. Capitalization stops when the product is available for general release to customers. Due to the short time period between achieving technological feasibility and product release and the insignificant amount of costs incurred during such periods, we have not capitalized any software development, and have expensed these costs as incurred. |
General and Administrative Expenses | General and Administrative Expenses General and administrative expenses primarily relate to our executive, finance, human resources, legal, and information technology organizations. General and administrative expenses primarily consist of personnel costs, stock compensation, board of directors' costs, professional fees for legal, accounting, tax, compliance and information systems, travel, recruiting expense and, rent and related expenses. |
Cash, Cash Equivalents and Marketable Securities | Cash, Cash Equivalents and Marketable Securities We maintain cash with several investment grade financial institutions. Highly liquid investments, which are readily convertible into cash, with original maturities of three months or less, are recorded as cash equivalents. Management determines the appropriate classification of our investments in debt and marketable equity securities at the time of purchase and reevaluates such designation at each balance sheet date. Our debt and marketable equity securities have been classified and accounted for as available for sale. We may or may not hold securities with stated maturities until maturity. In response to changes in the availability of and the yield on alternative investments as well as liquidity requirements, we may sell these securities prior to their stated maturities. These securities are carried at fair value, with the unrealized gains and losses reported as a component of other comprehensive income (loss). Any realized gains or losses on the sale of marketable securities are determined on a specific identification method, and such gains and losses are reflected as a component of other income or expense. |
Certain Risks and Concentrations | Certain Risks and Concentrations Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash equivalents, marketable securities, and accounts receivable. They are subject to fluctuations in both market value and yield based upon changes in market conditions, including interest rates, liquidity, general economic conditions, and conditions specific to the issuers. Accounts receivable are typically unsecured and are derived from revenues earned from customers primarily located in the United States. A portion of our accounts receivable represents the timing difference between when a customer’s credit card is billed and the subsequent settlement of that transaction with our credit card processors. This timing difference is generally three days for substantially all of our credit card receivables. We have never experienced any accounts receivable write-offs due to this timing difference. In addition, we collect subscription fees in advance, minimizing our accounts receivable and bad debt exposure. If a customer’s credit card, debit card or ECP is declined, we generally suspend international calling capabilities as well as their ability to incur domestic usage charges in excess of their plan minutes. Generally, if the customer’s credit card, debit card or ECP could not be successfully processed during three billing cycles (i.e., the current and two subsequent monthly billing cycles), we terminate the account. In addition, we automatically charge any per minute fees to our customers’ credit card, debit card or ECP monthly in arrears. To further mitigate our bad debt exposure, a customer’s credit card, debit card or ECP will be charged in advance of their monthly billing if their international calling or overage charges exceed a certain dollar threshold. |
Inventory | Inventory Inventory consists of the cost of customer equipment and is stated at the lower of cost or market, with cost determined using the average cost method. We provide an inventory allowance for customer equipment that has been returned by customers but may not be able to be reissued to new customers or returned to the manufacturer for credit. |
Property and Equipment | Property and Equipment Property and equipment includes acquired assets and those accounted for under capital leases and consist principally of network equipment and computer hardware, software, furniture, and leasehold improvements. Company-owned equipment in use at customer premises is also included in property and equipment. In addition, the lease of our corporate headquarters has been accounted for as a capital lease and is included in property and equipment. Network equipment and computer hardware and furniture are stated at cost with depreciation provided using the straight-line method over the estimated useful lives of the related assets, which range from three to five years . Leasehold improvements are amortized over their estimated useful life of the related assets or the life of the lease, whichever is shorter. The cost of renewals and substantial improvements is capitalized while the cost of maintenance and repairs is charged to operating expenses as incurred. Company-owned customer premises equipment is depreciated on a straight-line basis over three years. Our network equipment and computer hardware, which consists of routers, gateways, and servers that enable our telephony services, is subject to technological risks and rapid market changes due to new products and services and changing customer demand. These changes may result in future adjustments to the estimated useful lives or the carrying value of these assets, or both. |
Software Costs | Software Costs We capitalize certain costs, such as purchased software and internally developed software that we use for customer acquisition and customer care automation tools, in accordance with FASB ASC 350-40, “Internal-Use Software”. Computer software is stated at cost less accumulated amortization and the estimated useful life is two to five years . |
Goodwill, Intangible Assets, and Patents | Goodwill Goodwill acquired in the acquisition of a business is accounted for based upon the excess fair value of consideration transferred over the fair value of net assets acquired in the business combination. Goodwill is tested for impairment on an annual basis on October 1st and, when specific circumstances dictate, between annual tests. When impaired, the carrying value of goodwill is written down to fair value. The goodwill impairment test involves evaluating qualitative information to determine if it is more than 50% likely that the fair value of a reporting unit is less than its carrying value. If such a determination is made, then the traditional two-step goodwill impairment test described below must be applied. The first step, identifying a potential impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying value of the reporting unit exceeds its fair value, the second step would need to be conducted; otherwise, no further steps are necessary as no potential impairment exists. The second step, measuring the impairment loss, compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. Any excess of the reporting unit goodwill carrying value over the respective implied fair value is recognized as an impairment loss. There was no impairment of goodwill for the three and nine months ended September 30, 2015 . Intangible Assets Intangible assets acquired in the settlement of litigation or by direct purchase are accounted for based upon the fair value of assets received. Purchased-intangible assets are accounted for based upon the fair value of assets received. Purchased-intangible assets are amortized on a straight-line or accelerated basis over the periods of benefit, ranging from two to ten years. We perform a review of purchased-intangible assets whenever events or changes in circumstances indicate that the useful life is shorter than we had originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, we assess the recoverability of purchased-intangible assets by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets. If the useful life of the asset is shorter than originally estimated, we accelerate the rate of amortization and amortize the remaining carrying value over the new shorter useful life. There was no impairment of purchased-intangible assets identified for the three and nine months ended September 30, 2015 . Patents and Patent Licenses Patent rights acquired in the settlement of litigation or by direct purchase are accounted for based upon the fair value of assets received. |
Long-Lived Assets | Long-Lived Assets We evaluate impairment losses on long-lived assets used in operations when events and changes in circumstances indicate that the assets might be impaired. If our review indicates that the carrying value of an asset will not be recoverable, based on a comparison of the carrying value of the asset to the undiscounted future cash flows, the impairment will be measured by comparing the carrying value of the asset to its fair value. Fair value will be determined based on quoted market values, discounted cash flows or appraisals. Impairments of property and equipment are recorded in the statement of income as part of depreciation expense. |
Debt Related Costs | Debt Related Costs Costs incurred in raising debt are deferred and amortized as interest expense using the effective interest method over the life of the debt. A portion of these costs are netted against the underlying notes payable in accordance with ASU 2015-15, "Interest-Imputation of Interest". |
Noncontrolling Interest and Redeemable Noncontrolling Interest | Noncontrolling Interest and Redeemable Noncontrolling Interest We consolidate a majority-owned entity where we have the ability to exercise controlling influence. The ownership interest of the noncontrolling party is presented as noncontrolling interest in the Consolidated Balance Sheets as Stockholders' Equity. If we are required to repurchase the noncontrolling interest at fair value, subject to adjustment, under a put option or other contractual redemption requirement, we will report the noncontrolling interest as redeemable in the Consolidated Balance Sheets between liabilities and equity. We adjust the redeemable noncontrolling interest to the redemption values on each balance sheet date with changes recognized as an adjustment to retained earnings, or in the absence of retained earnings, as an adjustment to additional paid-in capital when it becomes probable the noncontrolling interest will become redeemable. |
Derivatives | Derivatives We do not hold or issue derivative instruments for trading purposes. However, in accordance with FASB ASC 815, “Derivatives and Hedging” (“FASB ASC 815”), we review our contractual obligations to determine whether there are terms that possess the characteristics of derivative financial instruments that must be accounted for separately from the financial instrument in which they are embedded. We recognize these features as liabilities in our consolidated balance sheet at fair value each period and recognize any change in the fair value in our statement of operations in the period of change. We estimate the fair value of these liabilities using available market information and appropriate valuation methodologies. |
Income Taxes | Income Taxes We recognize deferred tax assets and liabilities at enacted income tax rates for the temporary differences between the financial reporting bases and the tax bases of our assets and liabilities. Any effects of changes in income tax rates or tax laws are included in the provision for income taxes in the period of enactment. Our net deferred tax assets primarily consist of net operating loss carry forwards (“NOLs”). We are required to record a valuation allowance against our net deferred tax assets if we conclude that it is more likely than not that taxable income generated in the future will be insufficient to utilize the future income tax benefit from our net deferred tax assets (namely, the NOLs) prior to expiration. We periodically review this conclusion, which requires significant management judgment. If we are able to conclude in a future period that a future income tax benefit from our net deferred tax assets has a greater than 50 percent likelihood of being realized, we are required in that period to reduce the related valuation allowance with a corresponding decrease in income tax expense. This would result in a non-cash benefit to our net income in the period of the determination. In the fourth quarter of 2011, we released $325,601 of valuation allowance. We periodically review this conclusion, which requires significant management judgment. In the future, if available evidence changes our conclusion that it is more likely than not that we will utilize our net deferred tax assets prior to their expiration, we will make an adjustment to the related valuation allowance and income tax expense at that time. In subsequent periods, we would expect to recognize income tax expense equal to our pre-tax income multiplied by our effective income tax rate, an expense that was not recognized prior to the reduction of the valuation allowance. Our effective rate may differ from the federal statutory rate due, in part, to our foreign operations and certain discrete period items. The 2015 estimated annual effective tax rate is expected to approximate 44% , but may fluctuate due to the timing of other discrete period transactions. We file income tax returns in the U.S. on a federal basis and in U.S. state and foreign jurisdictions. Our federal tax return remains subject to examination by the Internal Revenue Service from 2010 to present, our New Jersey tax returns remain open from 2008 to present, our Canada tax return remains open from 2009 to present, and other domestic and foreign tax returns remain open for all periods to which those filings relate. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate resolution. We have not had any unrecognized tax benefits. We recognize interest and penalties accrued related to unrecognized tax benefits as components of our income tax provision. We have not had any interest and penalties accrued related to unrecognized tax benefits. |
Business Combinations | Business Combinations We account for business combinations using the acquisition method of accounting. The acquisition method of accounting requires that the purchase price, including the fair value of contingent consideration, of the acquisition be allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions as 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 to the extent the Company identifies adjustments to the preliminary purchase price allocation. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. We include the results of all acquisitions in our Consolidated Financial Statements from the date of acquisition. Acquisition related transaction costs, such as banking, legal, accounting and other costs incurred in connection with an acquisition, are expensed as incurred in general and administrative expense. Acquisition related integration costs include costs associated with exit or disposal activities, which do not meet the criteria of discontinued operations, including costs for employee, lease, and contract terminations, facility closing or other exit activities. Additionally, these costs include expenses directly related to integrating and reorganizing acquired businesses and include items such as employee retention costs, recruiting costs, certain moving costs, certain duplicative costs during integration and asset impairments. These costs are expensed as incurred in general and administrative expense. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Effective January 1, 2008, we adopted FASB ASC 820-10-25, “Fair Value Measurements and Disclosures”. This standard establishes a framework for measuring fair value and expands disclosure about fair value measurements. We did not elect fair value accounting for any assets and liabilities allowed by FASB ASC 825, “Financial Instruments”. FASB ASC 820-10 defines fair value as the amount that would be received for an asset or paid to transfer a liability (i.e., an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. FASB ASC 820-10 describes the following three levels of inputs that may be used: • Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets and liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. • Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data. • Level 3: Unobservable inputs when there is little or no market data available, thereby requiring an entity to develop its own assumptions. The fair value hierarchy gives the lowest priority to Level 3 inputs. Although management believes its valuation methods were appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could have resulted in a different fair value measurement at the reporting date. |
Fair Value of Other Financial Instruments | Fair Value of Other Financial Instruments The carrying amounts of our financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable, approximate fair value because of their short maturities. The carrying amounts of our capital leases approximate fair value of these obligations based upon management’s best estimates of interest rates that would be available for similar debt obligations at September 30, 2015 and December 31, 2014 . We believe the fair value of our debt at September 30, 2015 was approximately the same as its carrying amount as market conditions, including available interest rates, credit spread relative to our credit rating, and illiquidity, remain relatively unchanged from the issuance date of our debt on July 27, 2015 for a similar debt instrument. |
Foreign Currency | Foreign Currency Generally, the functional currency of our non-United States subsidiaries is the local currency. The financial statements of these subsidiaries are translated to United States dollars using month-end rates of exchange for assets and liabilities, and average rates of exchange for revenues, costs, and expenses. Translation gains and losses are deferred and recorded in accumulated other comprehensive income as a component of stockholders’ equity. |
Share-Based Compensation | Share-Based Compensation We account for share-based compensation in accordance with FASB ASC 718, “ Compensation-Stock Compensation ”. Under the fair value recognition provisions of this pronouncement, share-based compensation cost is measured at the grant date based on the fair value of the award, reduced as appropriate based on estimated forfeitures, and is recognized as expense over the applicable vesting period of the stock award using the accelerated method. The excess tax benefit associated with stock compensation deductions have not been recorded in additional paid-in capital. When evaluating whether an excess tax benefit has been realized, share based compensation deductions are not considered realized until NOLs are no longer sufficient to offset taxable income. Such excess tax benefits will be recorded when realized. |
Earnings per Share | Earnings per Share Net income per share has been computed according to FASB ASC 260, “ Earnings per Share” , which requires a dual presentation of basic and diluted earnings per share (“EPS”). Basic EPS represents net income divided by the weighted average number of common shares outstanding during a reporting period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock, including stock options and restricted stock units under our 2001 Stock Incentive Plan and 2006 Incentive Plan, 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 and the amounts of average unrecognized compensation cost attributed to future services. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income consists of net income (loss) and other comprehensive items. Other comprehensive items include foreign currency translation adjustments and unrealized gains (losses) on available for sale securities. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In September 2015, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2015-16, "Simplifying the Accounting for Measurement-Period Adjustments". This ASU simplifies the accounting for adjustments made to provisional amounts recognized in a business combination and eliminates the requirement to retrospectively account for those adjustments. This ASU is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. This ASU should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this ASU with earlier application permitted for financial statements that have not been issued. We are currently evaluating the impact of adopting ASU 2015-16 on our consolidated financial statements and related disclosures. In August 2015, FASB issued ASU 2015-15, "Interest-Imputation of Interest". This ASU provides guidance not addressed in ASU 2015-03 related to the presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. The SEC staff stated that they would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. We adopted this ASU along with the adoption of ASU 2015-03 in the third quarter of 2015 and restated the prior periods presentation. The adoption of ASU 2015-15 does not have a material impact on our consolidated financial statements and related disclosures. In July 2015, FASB issued ASU 2015-11, "Simplifying the Measurement of Inventory". This ASU applies to inventory that is measured using first-in, first-out ("FIFO") or average cost. Under the updated guidance, an entity should measure inventory that is within scope at the lower of cost and net realizable value, which is the estimated selling prices in the ordinary course of business, less reasonably predicable costs of completion, disposal and transportation. Subsequent measurement is unchanged for inventory that is measured using last-in, first-out ("LIFO") or the retail inventory. This ASU is effective for annual and interim periods beginning after December 15, 2016, and should be applied prospectively with early adoption on permitted at the beginning of an interim and annual reporting period. We are currently evaluating the impact of adopting ASU 2015-11 on our consolidated financial statements and related disclosures. In April 2015, FASB issued ASU 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement”. This ASU provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The new guidance does not change the accounting for a customer’s accounting for service contracts. ASU 2015-05 is effective for interim and annual reporting periods beginning after December 15, 2015. We are currently evaluating the impact of adopting ASU 2015-05 on our consolidated financial statements and related disclosures. In April 2015, FASB issued ASU 2015-03, "Interest-Imputation of Interest". This ASU requires that debt issuance costs be reported in the balance sheet as a direct deduction from the face amount of the related liability, consistent with the presentation of debt discounts. Prior to the amendments, debt issuance costs were presented as a deferred charge (i.e., an asset) on the balance sheet. This ASU is effective for annual reporting periods beginning after December 15, 2015 and interim periods within fiscal years beginning after December 15, 2016. The amendments must be applied retrospectively. All entities have the option of adopting the new requirements as of an earlier date for financial statements that have not been previously issued. Applicable disclosures for a change in an accounting principle are required in the year of adoption, including interim periods. We adopted this ASU in the third quarter of 2015 and conformed the prior period presentation. The adoption of ASU 2015-03 does not have a material impact on our consolidated financial statements and related disclosures. In May 2014, FASB issued ASU 2014-09, "Revenue from Contracts with Customers". This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. In August 2015, FASB issued ASU 2015-14 deferring the effective date to annual and interim periods beginning on or after December 15, 2017, and early adoption will be permitted, but not earlier than the original effective date of annual and interim periods beginning on or after December 15, 2016, for public entities. We will adopt this ASU when effective. Companies may use either a full retrospective or modified retrospective approach to adopt this ASU and our management is currently evaluating which transition approach to use. We are currently evaluating the impact of adopting ASU 2014-09 on our consolidated financial statements and related disclosures. |
Reclassifications | Reclassifications As the Company's business evolves, positioning us as a Unified Communications as a Service ("UCaaS") provider, we have made certain changes to our income statement presentation. Sales expenses have been separated from selling, general, and administrative expenses and combined with marketing in a new sales and marketing caption. A new caption, engineering and development, has also been reclassified from selling, general and administrative expenses. The remaining selling, general and administrative expenses, after the above reclassifications, have been renamed as general and administrative expenses. The reclassifications have been reflected in all periods presented and had no impact on net earnings previously reported. Certain reclassifications have been made to prior year's balance sheet in order to conform to the current year's presentation due to the adoption of ASU 2015-03 and ASU 2015-15 in the third quarter of 2015. The reclassifications had no impact on net earnings previously reported. |
Basis of Presentation and Sig19
Basis of Presentation and Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Assets measured at fair value on a recurring basis | The following table presents the assets that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of September 30, 2015 and December 31, 2014 : September 30, 2015 December 31, 2014 Level 1 Assets Money market fund (1) $ 428 $ 2,786 Level 2 Assets Available-for-sale securities (2) $ 9,537 $ 7,162 (1) Included in cash and cash equivalents on our consolidated balance sheet. (2) Included in marketable securities on our consolidated balance sheet. |
Computation for basic and diluted net (loss) income per share | The following table sets forth the computation for basic and diluted net income per share for the three months ended September 30, 2015 and 2014 : Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Numerator Income from continuing operations $ 3,433 $ 7,327 $ 21,629 $ 19,701 Discontinued operations — (2,962 ) $ (2,439 ) $ (5,748 ) Plus: Net loss from discontinued operations attributable to noncontrolling interest $ — $ 191 $ 59 $ 709 Loss from discontinued operations attributable to Vonage $ — $ (2,771 ) $ (2,380 ) $ (5,039 ) Net income attributable to Vonage $ 3,433 $ 4,556 $ 19,249 $ 14,662 Denominator Basic weighted average common shares outstanding 213,291 208,580 212,907 210,714 Dilutive effect of stock options and restricted stock units 11,891 8,596 9,913 10,209 Diluted weighted average common shares outstanding 225,182 217,176 222,820 220,923 Basic net income per share Basic net income per share-from continuing operations $ 0.02 $ 0.04 $ 0.10 $ 0.09 Basic net loss per share-from discontinued operations attributable to Vonage $ — $ (0.01 ) $ (0.01 ) $ (0.02 ) Basic net income per share-net income attributable to Vonage $ 0.02 $ 0.02 $ 0.09 $ 0.07 Diluted net income per share Diluted net income per share-from continuing operations $ 0.02 $ 0.03 $ 0.10 $ 0.09 Diluted net loss per share-from discontinued operations attributable to Vonage $ — $ (0.01 ) $ (0.01 ) $ (0.02 ) Diluted net income per share-net income attributable to Vonage $ 0.02 $ 0.02 $ 0.09 $ 0.07 |
Securities excluded from calculation of diluted earnings per common share because of anti-dilutive effects | For the three months ended September 30, 2015 and 2014 , the following were excluded from the calculation of diluted earnings per common share because of their anti-dilutive effects: Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Restricted stock units 6,616 5,318 7,171 5,014 Stock options 13,362 22,932 14,785 21,623 19,978 28,250 21,956 26,637 |
Supplemental Balance Sheet Ac20
Supplemental Balance Sheet Account Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Supplemental Balance Sheet Account Information [Abstract] | |
Supplemental balance sheet account information | Prepaid expenses and other current assets September 30, December 31, 2014 Nontrade receivables $ 2,288 $ 2,511 Services 8,991 7,415 Telecommunications 2,876 459 Insurance 1,467 803 Marketing 1,839 519 Other prepaids 902 958 Prepaid expenses and other current assets $ 18,363 $ 12,665 Property and equipment, net September 30, December 31, 2014 Building (under capital lease) $ 25,709 $ 25,709 Network equipment and computer hardware 83,850 73,599 Leasehold improvements 49,575 48,574 Customer premise equipment 5,819 3,220 Furniture 2,259 1,914 Vehicles 219 195 167,431 153,211 Less: accumulated depreciation and amortization (119,368 ) (103,581 ) Property and equipment, net $ 48,063 $ 49,630 Customer premise equipment, net September 30, December 31, 2014 Customer premise equipment $ 5,819 $ 3,220 Less: accumulated depreciation (1,476 ) (74 ) Customer premise equipment, net $ 4,343 $ 3,146 Software, net September 30, December 31, 2014 Purchased $ 61,011 $ 55,636 Licensed 909 909 Internally developed 36,088 36,088 98,008 92,633 Less: accumulated amortization (80,477 ) (74,009 ) Software, net $ 17,531 $ 18,624 Debt related costs, net September 30, December 31, 2014 Debt related costs related to Revolving Credit Facility $ 5,044 $ 3,640 Less: accumulated amortization (2,848 ) (2,457 ) Debt related costs, net $ 2,196 $ 1,183 Restricted cash September 30, December 31, 2014 Letter of credit-lease deposits $ 2,497 $ 3,311 Cash reserves 91 94 Restricted cash $ 2,588 $ 3,405 Intangible assets, net September 30, December 31, 2014 Customer relationships $ 54,889 $ 49,799 Developed technology 75,694 72,900 Patents and patent licenses 20,264 12,764 Trademarks 560 560 Trade names 520 500 Non-compete agreements 3,029 2,726 Intangible assets, gross 154,956 139,249 Customer relationships (17,266 ) (10,185 ) Developed technology (15,871 ) (7,108 ) Patents and patent licenses (11,484 ) (10,426 ) Trademarks (526 ) (472 ) Trade names (193 ) (113 ) Non-compete agreements (900 ) (113 ) Less: accumulated amortization (46,240 ) (28,417 ) Customer relationships 37,623 39,614 Developed technology 59,823 65,792 Patents and patent licenses 8,780 2,338 Trademarks 34 88 Trade names 327 387 Non-compete agreements 2,129 2,613 Intangible assets, net $ 108,716 $ 110,832 Other assets September 30, December 31, 2014 Long term non-trade receivable 6,623 6,623 Others 2,677 1,125 Other assets $ 9,300 $ 7,748 Accrued expenses September 30, December 31, 2014 Compensation and related taxes and temporary labor $ 29,216 $ 25,555 Marketing 19,605 17,871 Taxes and fees 14,715 17,300 Litigation and settlements 35 23 Telecommunications 8,120 8,134 Other accruals 8,864 9,771 Customer credits 1,786 1,883 Professional fees 2,820 2,178 Accrued interest 117 133 Inventory 1,081 1,267 Credit card fees 205 207 Accrued expenses $ 86,564 $ 84,322 Accumulated other comprehensive loss September 30, December 31, 2014 Foreign currency translation adjustment (1,788 ) (3,123 ) Unrealized loss on available-for sale securities (5 ) (8 ) Accumulated other comprehensive loss $ (1,793 ) $ (3,131 ) |
Supplemental Income Statement21
Supplemental Income Statement Account Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Supplemental Income Statement Account Information [Abstract] | |
Supplemental income statement account information | Amounts included in revenues Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 USF fees $ 19,278 $ 16,785 $ 56,821 $ 53,817 Disconnect fees, net of credits and bad debt $ 88 $ 144 $ 450 $ 401 Initial activation fees $ 184 $ 252 $ 592 $ 839 Customer equipment rental $ 945 $ — $ 2,627 $ — Customer equipment fees $ 1,635 $ 75 $ 4,159 $ 660 Equipment recovery fees $ 24 $ 19 $ 56 $ 58 Shipping and handling fees $ 638 $ 765 $ 1,862 $ 1,689 Amount included in cost of services Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 USF costs $ 19,288 $ 16,785 $ 56,831 $ 53,874 Amount included in cost of goods sold Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Shipping and handling cost $ 1,382 $ 1,482 $ 3,941 $ 4,619 Amount included in sales and marketing Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Advertising costs $ 24,999 $ 36,808 $ 79,827 $ 108,829 Amounts included in general and administrative expense Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Acquisition related transaction costs $ 1,854 $ — $ 2,514 $ 20 Acquisition related integration costs $ — $ 2 $ 25 $ 100 Depreciation and amortization expense Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Network equipment and computer hardware $ 3,144 $ 3,363 $ 9,092 $ 10,574 Software 3,227 2,985 9,559 8,507 Capital leases 550 550 1,650 1,650 Other leasehold improvements 1,345 1,083 3,836 3,237 Customer premise equipment 578 — 1,543 — Furniture 107 36 299 105 Vehicles 18 8 51 15 Patents 436 368 1,058 1,449 Trademarks 18 18 54 54 Customer relationships 2,626 2,136 7,083 6,404 Acquired technology 3,044 1,574 8,761 4,722 Trade names 30 50 80 150 Non-compete agreements 323 4 787 12 15,446 12,175 43,853 36,879 Property and equipment impairments — 99 1 101 Software impairments — 1 — 66 Depreciation and amortization expense $ 15,446 $ 12,275 $ 43,854 $ 37,046 Amount included in interest expense Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Debt related costs amortization $ 279 $ 276 $ 743 $ 820 Amount included in other income (expense), net Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Net loss resulting from foreign exchange transactions $ (59 ) $ (1 ) $ (613 ) $ 21 |
Long-Term Note and Revolving 22
Long-Term Note and Revolving Credit Facility (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | A schedule of long-term note and revolving credit facility at September 30, 2015 and December 31, 2014 is as follows: September 30, December 31, 2.875-3.375% Term note - due 2018, net of debt related costs (1) $ — $ 69,032 2.875-3.375% Revolving credit facility - due 2018 — 67,000 2.50-3.00% Term note - due 2019, net of debt related costs 80,031 — 2.50-3.00% Revolving credit facility - due 2019 149,000 — Total Long-term note and revolving credit facility $ 229,031 $ 136,032 (1) Restated due to the adoption of ASU2015-03 and ASU 2015-15 in the third quarter of 2015. |
Future payments under long-term debt obligations | At September 30, 2015 , future payments under term note obligations over each of the next five years and thereafter were as follows: Credit Facility 2015 $ 3,750 2016 15,000 2017 15,000 2018 15,000 2019 47,500 Minimum future payments of principal 96,250 Less: unamortized debt related costs 1,219 current portion 15,000 Long-term portion $ 80,031 |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
$100,000 repurchase program | |
Common stock repurchases: | |
Common stock repurchases | We repurchased the following shares of common stock with cash resources under the 2012 $100,000 repurchase program during the three months ended September 30, 2015 and 2014 : Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 (1) 2015 2014 (1) Shares of common stock repurchased — 3,841 — 9,811 Value of common stock repurchased $ — $ 13,260 $ — $ 36,547 (1) including 192 shares, or $633 , of common stock repurchases settled in October 2014; excluding commission of $2 . |
100,000 repurchase program, 12/9/14 | |
Common stock repurchases: | |
Common stock repurchases | We repurchased the following shares of common stock with cash resources under the 2014 $100,000 repurchase program during the three and nine months ended September 30, 2015 : Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Shares of common stock repurchased 372 — 3,320 — Value of common stock repurchased $ 1,821 $ — $ 15,195 $ — |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of disposal groups, including discontinued operations | The results of operations of this discontinued operation are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Revenues $ — $ 27 $ 33 $ 31 Operating expenses — 2,989 1,648 5,779 Loss from discontinued operations — (2,962 ) (1,615 ) (5,748 ) Loss on disposal, net of taxes — — (824 ) — Net loss from discontinued operations — (2,962 ) (2,439 ) (5,748 ) Plus: Net loss from discontinued operations attributable to noncontrolling interest $ — $ 191 $ 59 $ 709 Net loss from discontinued operations attributable to Vonage $ — $ (2,771 ) $ (2,380 ) $ (5,039 ) |
Acquisition of Business (Tables
Acquisition of Business (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Estimated fair values of assets acquired and liabilities assumed | The table below summarizes the iCore assets acquired and liabilities assumed as of August 31, 2015: Estimated Fair Value Assets Current assets: Cash and cash equivalents $ 1,051 Accounts receivable 2,065 Inventory 191 Prepaid expenses and other current assets 1,017 Total current assets 4,324 Property and equipment 4,437 Software 281 Restricted cash 183 Other assets 195 Total assets acquired 9,420 Liabilities Current liabilities: Accounts payable 3,344 Accrued expenses 2,330 Deferred revenue, current portion 576 Current maturities of capital lease obligations 557 Total current liabilities 6,807 Capital lease obligations, net of current maturities 552 Total liabilities assumed 7,359 Net identifiable assets acquired 2,061 Goodwill 90,628 Total purchase price $ 92,689 The table below summarizes the Simple Signal assets acquired and liabilities assumed as of April 1, 2015: Estimated Fair Value Assets Current assets: Cash and cash equivalents $ 53 Accounts receivable 832 Inventory 67 Prepaid expenses and other current assets 177 Total current assets 1,129 Property and equipment 979 Software 401 Intangible assets 6,407 Deferred tax assets, non-current 775 Total assets acquired 9,691 Liabilities Current liabilities: Accounts payable 785 Accrued expenses 593 Deferred revenue, current portion 370 Total current liabilities 1,748 Total liabilities assumed 1,748 Net identifiable assets acquired 7,943 Goodwill 17,635 Total purchase price $ 25,578 The table below summarizes the assets acquired and liabilities assumed as of December 15, 2014: Estimated Fair Value Assets Current assets: Cash and cash equivalents $ 70 Accounts receivable 2,925 Inventory 386 Prepaid expenses and other current assets 398 Total current assets 3,779 Property and equipment 5,731 Software 3 Intangible assets 50,925 Other assets 76 Total assets acquired 60,514 Liabilities Current liabilities: Accounts payable 1,202 Accrued expenses 4,108 Deferred revenue, current portion 1,156 Total current liabilities 6,466 Deferred tax liabilities, net, non-current 1,923 Total liabilities assumed 8,389 Net identifiable assets acquired 52,125 Goodwill 62,205 Total purchase price $ 114,330 |
Intangible assets acquired | The intangible assets as of the closing date of the acquisition included: Amount Customer relationships $ 10,699 Developed technologies 35,508 MPLS network 2,192 Non-compete agreements 2,526 $ 50,925 The intangible assets as of the closing date of the acquisition included: Amount Customer relationships $ 5,090 Developed technologies 994 Non-compete agreements 303 Trade names 20 $ 6,407 |
Business acquisition pro forma information | The following unaudited supplemental pro forma information presents the combined historical results of operations of Vonage, Simple Signal, and iCore for the nine months ended September 30, 2015 and September 30, 2014 , as if the Acquisitions had been completed at the beginning of 2014. Nine Months Ended September 30, 2015 2014 Revenue $ 713,429 $ 708,633 Net income attributable to Vonage $ 19,185 $ 13,486 Net income attributable to Vonage per share - basic $ 0.09 $ 0.06 Net income attributable to Vonage per share - diluted $ 0.09 $ 0.06 |
Schedule of Goodwill | The following table provides a summary of the changes in the carrying amounts of goodwill: Balance at December 31, 2014 $ 142,544 Decrease in goodwill related to working capital adjustment at Telesphere (105 ) Increase in goodwill related to acquisition of Simple Signal 17,635 Increase in goodwill related to acquisition of iCore 90,628 Balance at September 30, 2015 $ 250,702 |
Basis of Presentation and Sig26
Basis of Presentation and Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 2015billing_cycle | |
Concentration risk: | |
Maximum original maturity term of investments to be considered cash and cash equivalents | 3 months |
Duration of timing difference between customer credit card billed and subsequent settlement of transaction with credit card processors | 3 days |
Number of unsuccessful billing cycles before account termination | 3 |
United States | Subscriber lines | Geographic concentration | |
Concentration risk: | |
Percentage of subscriber lines represented by the United States | 93.00% |
Basis of Presentation and Sig27
Basis of Presentation and Significant Accounting Policies Engineering and Development Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Engineering and development [Line Items] | ||||
General and administrative | $ 28,860 | $ 24,160 | $ 79,256 | $ 73,286 |
Research and Development Expense | ||||
Engineering and development [Line Items] | ||||
General and administrative | $ 4,706 | $ 3,353 | $ 13,405 | $ 9,504 |
Basis of Presentation and Sig28
Basis of Presentation and Significant Accounting Policies - Property and Equipment (Details) | 9 Months Ended |
Sep. 30, 2015 | |
Customer premise equipment | |
Property and Equipment: | |
Useful life of property and equipment | 3 years |
Minimum | Network equipment | |
Property and Equipment: | |
Useful life of property and equipment | 3 years |
Minimum | Computer hardware | |
Property and Equipment: | |
Useful life of property and equipment | 3 years |
Minimum | Furniture | |
Property and Equipment: | |
Useful life of property and equipment | 3 years |
Maximum | Network equipment | |
Property and Equipment: | |
Useful life of property and equipment | 5 years |
Maximum | Computer hardware | |
Property and Equipment: | |
Useful life of property and equipment | 5 years |
Maximum | Furniture | |
Property and Equipment: | |
Useful life of property and equipment | 5 years |
Basis of Presentation and Sig29
Basis of Presentation and Significant Accounting Policies - Intangible Assets (Details) | 9 Months Ended |
Sep. 30, 2015 | |
Software | Minimum | |
Finite-lived intangible assets: | |
Intangible asset useful life | 2 years |
Software | Maximum | |
Finite-lived intangible assets: | |
Intangible asset useful life | 5 years |
Purchased Intangible Assets | Minimum | |
Finite-lived intangible assets: | |
Intangible asset useful life | 2 years |
Purchased Intangible Assets | Maximum | |
Finite-lived intangible assets: | |
Intangible asset useful life | 10 years |
Basis of Presentation and Sig30
Basis of Presentation and Significant Accounting Policies - Valuation and Qualifying Accounts - Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Dec. 31, 2011 | Sep. 30, 2015 | |
Valuation and qualifying accounts disclosure: | ||
Estimated annual effective tax rate | 44.00% | |
Valuation allowance, operating loss carryforwards | ||
Valuation and qualifying accounts disclosure: | ||
Adjustment to valuation allowance | $ 325,601 |
Basis of Presentation and Sig31
Basis of Presentation and Significant Accounting Policies Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | ||
Schedule of Available-for-sale Securities [Line Items] | ||||||
Money market fund | $ 59,777 | $ 40,797 | [1] | $ 59,368 | $ 84,663 | |
Available-for-sale securities | 9,537 | 7,162 | [1] | |||
Level 1 assets | ||||||
Schedule of Available-for-sale Securities [Line Items] | ||||||
Money market fund | [2] | 428 | 2,786 | |||
Level 2 assets | ||||||
Schedule of Available-for-sale Securities [Line Items] | ||||||
Available-for-sale securities | [3] | $ 9,537 | $ 7,162 | |||
[1] | See Note 4 Long-Term Debt and Revolving Credit Facility and Note 9 Acquisition of Business. | |||||
[2] | Included in cash and cash equivalents on our consolidated balance sheet. | |||||
[3] | Included in marketable securities on our consolidated balance sheet. |
Basis of Presentation and Sig32
Basis of Presentation and Significant Accounting Policies - Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Numerator | ||||
Income from continuing operations | $ 3,433 | $ 7,327 | $ 21,629 | $ 19,701 |
Discontinued operations | 0 | (2,962) | (2,439) | (5,748) |
Plus: Net loss from discontinued operations attributable to noncontrolling interest | 0 | 191 | 59 | 709 |
Loss from discontinued operations attributable to Vonage | 0 | (2,771) | (2,380) | (5,039) |
Net income attributable to Vonage | $ 3,433 | $ 4,556 | $ 19,249 | $ 14,662 |
Denominator | ||||
Basic weighted average common shares outstanding (in shares) | 213,291 | 208,580 | 212,907 | 210,714 |
Dilutive effect of stock options and restricted stock units (in shares) | 11,891 | 8,596 | 9,913 | 10,209 |
Diluted weighted average common shares outstanding (in shares) | 225,182 | 217,176 | 222,820 | 220,923 |
Basic net income per share | ||||
Basic net income per share-from continuing operations (USD per share) | $ 0.02 | $ 0.04 | $ 0.10 | $ 0.09 |
Basic net loss per share-from discontinued operations attributable to Vonage (USD per share) | 0 | (0.01) | (0.01) | (0.02) |
Basic (USD per share) | 0.02 | 0.02 | 0.09 | 0.07 |
Diluted net income per share | ||||
Diluted net income per share-from continuing operations (USD per share) | 0.02 | 0.03 | 0.10 | 0.09 |
Diluted net loss per share-from discontinued operations attributable to Vonage (USD per share) | 0 | (0.01) | (0.01) | (0.02) |
Diluted (USD per share) | $ 0.02 | $ 0.02 | $ 0.09 | $ 0.07 |
Basis of Presentation and Sig33
Basis of Presentation and Significant Accounting Policies - Earnings Per Share, Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings per share, antidilutive securities: | ||||
Antidilutive securities excluded from earnings per common share | 19,978 | 28,250 | 21,956 | 26,637 |
Restricted stock units | ||||
Earnings per share, antidilutive securities: | ||||
Antidilutive securities excluded from earnings per common share | 6,616 | 5,318 | 7,171 | 5,014 |
Stock options | ||||
Earnings per share, antidilutive securities: | ||||
Antidilutive securities excluded from earnings per common share | 13,362 | 22,932 | 14,785 | 21,623 |
Supplemental Balance Sheet Ac34
Supplemental Balance Sheet Account Information (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | ||
Prepaid expenses and other current assets: | |||
Nontrade receivables | $ 2,288 | $ 2,511 | |
Services | 8,991 | 7,415 | |
Telecommunications | 2,876 | 459 | |
Insurance | 1,467 | 803 | |
Marketing | 1,839 | 519 | |
Other prepaids | 902 | 958 | |
Prepaid expenses and other current assets | 18,363 | 12,665 | [1] |
Debt related costs, net: | |||
Debt related costs related to Revolving Credit Facility | 5,044 | 3,640 | |
Less: accumulated amortization | (2,848) | (2,457) | |
Debt related costs, net | 2,196 | 1,183 | [1] |
Accrued expenses: | |||
Compensation and related taxes and temporary labor | 29,216 | 25,555 | |
Marketing | 19,605 | 17,871 | |
Taxes and fees | 14,715 | 17,300 | |
Litigation and settlements | 35 | 23 | |
Telecommunications | 8,120 | 8,134 | |
Other accruals | 8,864 | 9,771 | |
Customer credits | 1,786 | 1,883 | |
Professional fees | 2,820 | 2,178 | |
Accrued interest | 117 | 133 | |
Inventory | 1,081 | 1,267 | |
Credit card fees | 205 | 207 | |
Accrued expenses | 86,564 | 84,322 | |
Accumulated other comprehensive loss | |||
Foreign currency translation adjustment | (1,788) | (3,123) | |
Unrealized loss on available-for sale securities | (5) | (8) | |
Accumulated other comprehensive loss | $ (1,793) | $ (3,131) | [1] |
[1] | See Note 4 Long-Term Debt and Revolving Credit Facility and Note 9 Acquisition of Business. |
Supplemental Balance Sheet Ac35
Supplemental Balance Sheet Account Information - Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | |
Property and Equipment: | |||
Property equipment, gross | $ 167,431 | $ 153,211 | |
Less: accumulated depreciation and amortization | (119,368) | (103,581) | |
Property and equipment, net | 48,063 | 49,630 | [1] |
Building (under capital lease) | |||
Property and Equipment: | |||
Property equipment, gross | 25,709 | 25,709 | |
Network equipment and computer hardware | |||
Property and Equipment: | |||
Property equipment, gross | 83,850 | 73,599 | |
Leasehold improvements | |||
Property and Equipment: | |||
Property equipment, gross | 49,575 | 48,574 | |
Customer premise equipment | |||
Property and Equipment: | |||
Property equipment, gross | 5,819 | 3,220 | |
Less: accumulated depreciation and amortization | (1,476) | (74) | |
Property and equipment, net | 4,343 | 3,146 | |
Furniture | |||
Property and Equipment: | |||
Property equipment, gross | 2,259 | 1,914 | |
Vehicles | |||
Property and Equipment: | |||
Property equipment, gross | $ 219 | $ 195 | |
[1] | See Note 4 Long-Term Debt and Revolving Credit Facility and Note 9 Acquisition of Business. |
Supplemental Balance Sheet Ac36
Supplemental Balance Sheet Account Information - Software (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | |
Software: | |||
Software, gross | $ 98,008 | $ 92,633 | |
Less: accumulated amortization | (80,477) | (74,009) | |
Software, net | 17,531 | 18,624 | [1] |
Purchased | |||
Software: | |||
Software, gross | 61,011 | 55,636 | |
Licensed | |||
Software: | |||
Software, gross | 909 | 909 | |
Internally developed | |||
Software: | |||
Software, gross | $ 36,088 | $ 36,088 | |
[1] | See Note 4 Long-Term Debt and Revolving Credit Facility and Note 9 Acquisition of Business. |
Supplemental Balance Sheet Ac37
Supplemental Balance Sheet Account Information - Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Restricted cash: | ||
Restricted cash | $ 2,588 | $ 3,405 |
Letter of credit-lease deposits | ||
Restricted cash: | ||
Restricted cash | 2,497 | 3,311 |
Cash reserves | ||
Restricted cash: | ||
Restricted cash | $ 91 | $ 94 |
Supplemental Balance Sheet Ac38
Supplemental Balance Sheet Account Information - Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | |
Finite-lived intangible assets: | |||
Intangible assets, gross | $ 154,956 | $ 139,249 | |
Less: accumulated amortization | (46,240) | (28,417) | |
Intangible assets, net | 108,716 | 110,832 | [1] |
Customer relationships | |||
Finite-lived intangible assets: | |||
Intangible assets, gross | 54,889 | 49,799 | |
Less: accumulated amortization | (17,266) | (10,185) | |
Intangible assets, net | 37,623 | 39,614 | |
Developed technology | |||
Finite-lived intangible assets: | |||
Intangible assets, gross | 75,694 | 72,900 | |
Less: accumulated amortization | (15,871) | (7,108) | |
Intangible assets, net | 59,823 | 65,792 | |
Patents and patent licenses | |||
Finite-lived intangible assets: | |||
Intangible assets, gross | 20,264 | 12,764 | |
Less: accumulated amortization | (11,484) | (10,426) | |
Intangible assets, net | 8,780 | 2,338 | |
Trademarks | |||
Finite-lived intangible assets: | |||
Intangible assets, gross | 560 | 560 | |
Less: accumulated amortization | (526) | (472) | |
Intangible assets, net | 34 | 88 | |
Trade names | |||
Finite-lived intangible assets: | |||
Intangible assets, gross | 520 | 500 | |
Less: accumulated amortization | (193) | (113) | |
Intangible assets, net | 327 | 387 | |
Non-compete agreements | |||
Finite-lived intangible assets: | |||
Intangible assets, gross | 3,029 | 2,726 | |
Less: accumulated amortization | (900) | (113) | |
Intangible assets, net | $ 2,129 | $ 2,613 | |
[1] | See Note 4 Long-Term Debt and Revolving Credit Facility and Note 9 Acquisition of Business. |
Supplemental Balance Sheet Ac39
Supplemental Balance Sheet Account Information Other Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | |
Supplemental Balance Sheet Account Information [Abstract] | |||
Long term non-trade receivable | $ 6,623 | $ 6,623 | |
Others | 2,677 | 1,125 | |
Other assets | $ 9,300 | $ 7,748 | [1] |
[1] | See Note 4 Long-Term Debt and Revolving Credit Facility and Note 9 Acquisition of Business. |
Supplemental Income Statement40
Supplemental Income Statement Account Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues: | ||||
USF fees | $ 19,278 | $ 16,785 | $ 56,821 | $ 53,817 |
Disconnect fees, net of credit for bad debt | 88 | 144 | 450 | 401 |
Initial activation fees | 184 | 252 | 592 | 839 |
Customer equipment rental | 945 | 0 | 2,627 | 0 |
Customer equipment fees | 1,635 | 75 | 4,159 | 660 |
Equipment recovery fees | 24 | 19 | 56 | 58 |
Shipping and handling fees | 638 | 765 | 1,862 | 1,689 |
Depreciation: | ||||
Depreciation and amortization expense | 15,446 | 12,275 | 43,854 | 37,046 |
Debt related costs amortization | 743 | 820 | ||
Direct cost of telephony services | ||||
Revenues: | ||||
USF costs | 19,288 | 16,785 | 56,831 | 53,874 |
Direct cost of goods sold | ||||
Revenues: | ||||
Shipping and handling cost | 1,382 | 1,482 | 3,941 | 4,619 |
Marketing | ||||
Revenues: | ||||
Advertising costs | 24,999 | 36,808 | 79,827 | 108,829 |
Selling, general and administrative expense | ||||
Revenues: | ||||
Acquisition related transaction costs | 1,854 | 0 | 2,514 | 20 |
Acquisition related integration costs | 0 | 2 | 25 | 100 |
Depreciation and amortization | ||||
Depreciation: | ||||
Depreciation and amortization expense, excluding impairments | 15,446 | 12,175 | 43,853 | 36,879 |
Depreciation and amortization expense | 15,446 | 12,275 | 43,854 | 37,046 |
Depreciation and amortization | Patents | ||||
Depreciation: | ||||
Depreciation and amortization expense, excluding impairments | 436 | 368 | 1,058 | 1,449 |
Depreciation and amortization | Trademarks | ||||
Depreciation: | ||||
Depreciation and amortization expense, excluding impairments | 18 | 18 | 54 | 54 |
Depreciation and amortization | Customer relationships | ||||
Depreciation: | ||||
Depreciation and amortization expense, excluding impairments | 2,626 | 2,136 | 7,083 | 6,404 |
Depreciation and amortization | Developed technology | ||||
Depreciation: | ||||
Depreciation and amortization expense, excluding impairments | 3,044 | 1,574 | 8,761 | 4,722 |
Depreciation and amortization | Trade names | ||||
Depreciation: | ||||
Depreciation and amortization expense, excluding impairments | 30 | 50 | 80 | 150 |
Depreciation and amortization | Non-compete agreements | ||||
Depreciation: | ||||
Depreciation and amortization expense, excluding impairments | 323 | 4 | 787 | 12 |
Depreciation and amortization | Property and Equipment | ||||
Depreciation: | ||||
Property and equipment impairments | 0 | 99 | 1 | 101 |
Depreciation and amortization | Network equipment and computer hardware | ||||
Depreciation: | ||||
Depreciation and amortization expense, excluding impairments | 3,144 | 3,363 | 9,092 | 10,574 |
Depreciation and amortization | Software | ||||
Depreciation: | ||||
Depreciation and amortization expense, excluding impairments | 3,227 | 2,985 | 9,559 | 8,507 |
Property and equipment impairments | 0 | 1 | 0 | 66 |
Depreciation and amortization | Capital leases | ||||
Depreciation: | ||||
Depreciation and amortization expense, excluding impairments | 550 | 550 | 1,650 | 1,650 |
Depreciation and amortization | Other leasehold improvements | ||||
Depreciation: | ||||
Depreciation and amortization expense, excluding impairments | 1,345 | 1,083 | 3,836 | 3,237 |
Depreciation and amortization | Customer premise equipment | ||||
Depreciation: | ||||
Depreciation and amortization expense, excluding impairments | 578 | 0 | 1,543 | 0 |
Depreciation and amortization | Furniture | ||||
Depreciation: | ||||
Depreciation and amortization expense, excluding impairments | 107 | 36 | 299 | 105 |
Depreciation and amortization | Vehicles | ||||
Depreciation: | ||||
Depreciation and amortization expense, excluding impairments | 18 | 8 | 51 | 15 |
Interest expense | ||||
Depreciation: | ||||
Debt related costs amortization | 279 | 276 | 743 | 820 |
Other income (expense), net | ||||
Depreciation: | ||||
Net loss resulting from foreign exchange transactions | $ (59) | $ (1) | $ (613) | $ 21 |
Long-Term Note and Revolving 41
Long-Term Note and Revolving Credit Facility (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2015 | Dec. 31, 2014 | |||
Future payments under long-term debt obligations: | ||||
Less: unamortized debt related costs | $ 2,196 | $ 1,183 | [1] | |
current portion | (15,000) | (20,000) | [1] | |
Secured debt | ||||
Future payments under long-term debt obligations: | ||||
Minimum future payments of principal | $ 229,031 | 136,032 | ||
Secured debt | 2014 Credit Facility | ||||
Schedule of long term debt: | ||||
Debt Instrument, interest rate, stated percentage rate range, minimum | 2.875% | |||
Debt Instrument, interest rate, stated percentage rate range, maximum | 3.375% | |||
Future payments under long-term debt obligations: | ||||
Minimum future payments of principal | [2] | $ 0 | 69,032 | |
Secured debt | 2014 Revolving Credit Facility | ||||
Schedule of long term debt: | ||||
Amount outstanding | $ 0 | 67,000 | ||
Debt Instrument, interest rate, stated percentage rate range, minimum | 2.875% | |||
Debt Instrument, interest rate, stated percentage rate range, maximum | 3.375% | |||
Secured debt | 2015 Credit Facility | ||||
Schedule of long term debt: | ||||
Debt Instrument, interest rate, stated percentage rate range, minimum | 2.50% | |||
Debt Instrument, interest rate, stated percentage rate range, maximum | 3.00% | |||
Future payments under long-term debt obligations: | ||||
2,015 | $ 3,750 | |||
2,016 | 15,000 | |||
2,017 | 15,000 | |||
2,018 | 15,000 | |||
2,019 | 47,500 | |||
Minimum future payments of principal | 96,250 | |||
Less: unamortized debt related costs | 1,219 | |||
current portion | 15,000 | |||
Long-term portion | 80,031 | 0 | ||
Secured debt | 2015 Revolving Credit Facility | ||||
Schedule of long term debt: | ||||
Amount outstanding | $ 149,000 | $ 0 | ||
Debt Instrument, interest rate, stated percentage rate range, minimum | 2.50% | |||
Debt Instrument, interest rate, stated percentage rate range, maximum | 3.00% | |||
[1] | See Note 4 Long-Term Debt and Revolving Credit Facility and Note 9 Acquisition of Business. | |||
[2] | (1) Restated due to the adoption of ASU2015-03 and ASU 2015-15 in the third quarter of 2015. |
Long-Term Note and Revolving 42
Long-Term Note and Revolving Credit Facility - Financing (Details) - USD ($) | Aug. 31, 2015 | Apr. 01, 2015 | Jul. 27, 2015 | Aug. 13, 2014 | Jul. 26, 2013 | Feb. 11, 2013 |
Secured debt | 2015 Credit Facility | Senior Secured Term Loan | ||||||
Long-term debt and revolving credit facility: | ||||||
Line of credit, maximum borrowing capacity | $ 100,000,000 | |||||
Secured debt | 2015 Revolving Credit Facility | Revolving Credit Facility | ||||||
Long-term debt and revolving credit facility: | ||||||
Line of credit, maximum borrowing capacity | 250,000,000 | |||||
Secured debt | 2014 Credit Facility | Maximum | ||||||
Long-term debt and revolving credit facility: | ||||||
Restricted payments adjusted amount for consolidated fixed coverage charge ratio requirement | $ 80,000,000 | $ 80,000,000 | ||||
Secured debt | 2014 Credit Facility | Senior Secured Term Loan | ||||||
Long-term debt and revolving credit facility: | ||||||
Line of credit, maximum borrowing capacity | 100,000,000 | |||||
Secured debt | 2014 Credit Facility | Revolving Credit Facility | ||||||
Long-term debt and revolving credit facility: | ||||||
Line of credit, maximum borrowing capacity | $ 125,000,000 | |||||
Secured debt | 2013 Credit Facility | Maximum | ||||||
Long-term debt and revolving credit facility: | ||||||
Restricted payments adjusted amount for consolidated fixed coverage charge ratio requirement | $ 80,000,000 | $ 50,000,000 | ||||
Secured debt | 2013 Credit Facility | Senior Secured Term Loan | ||||||
Long-term debt and revolving credit facility: | ||||||
Line of credit, maximum borrowing capacity | 70,000,000 | |||||
Secured debt | 2013 Credit Facility | Revolving Credit Facility | ||||||
Long-term debt and revolving credit facility: | ||||||
Line of credit, maximum borrowing capacity | $ 75,000,000 | |||||
iCore | ||||||
Long-term debt and revolving credit facility: | ||||||
Payments to acquire businesses, borrowing from revolving credit facility | $ 82,000,000 | |||||
Simple Signal | ||||||
Long-term debt and revolving credit facility: | ||||||
Payments to acquire businesses, borrowing from revolving credit facility | $ 20,000,000 |
Long-Term Note and Revolving 43
Long-Term Note and Revolving Credit Facility - Use of Proceeds (Details) - USD ($) $ in Thousands | Jul. 27, 2015 | Aug. 13, 2014 | Nov. 15, 2013 | Feb. 11, 2013 | Sep. 30, 2015 | Dec. 31, 2014 |
Long-term debt and revolving credit facility: | ||||||
Fees in connection with credit facilities | $ 5,044 | $ 3,640 | ||||
2013 Credit Facility | Vocalocity | ||||||
Long-term debt and revolving credit facility: | ||||||
Payments to acquire businesses, borrowing from revolving credit facility | $ 75,000 | |||||
Secured debt | 2015 Credit Facility and Revolving Credit Facility | ||||||
Long-term debt and revolving credit facility: | ||||||
Proceeds from the issuance of debt | $ 167,000 | |||||
Secured debt | 2015 Credit Facility and Revolving Credit Facility | Senior Secured Term Loan | ||||||
Long-term debt and revolving credit facility: | ||||||
Fees in connection with credit facilities | 2,007 | |||||
Secured debt | 2014 Credit Facility | ||||||
Long-term debt and revolving credit facility: | ||||||
Proceeds from the issuance of debt | $ 90,000 | |||||
Secured debt | 2014 Credit Facility | Senior Secured Term Loan | ||||||
Long-term debt and revolving credit facility: | ||||||
Fees in connection with credit facilities | 733 | 1,910 | ||||
Secured debt | 2014 Revolving Credit Facility | Senior Secured Term Loan | ||||||
Long-term debt and revolving credit facility: | ||||||
Fees in connection with credit facilities | 895 | |||||
Secured debt | 2013 Credit Facility | ||||||
Long-term debt and revolving credit facility: | ||||||
Proceeds from the issuance of debt | $ 27,500 | |||||
Secured debt | 2013 Credit Facility | Senior Secured Term Loan | ||||||
Long-term debt and revolving credit facility: | ||||||
Fees in connection with credit facilities | $ 668 | 2,009 | ||||
Secured debt | 2011 Credit Facility | Senior Secured Term Loan | ||||||
Long-term debt and revolving credit facility: | ||||||
Fees in connection with credit facilities | $ 670 | |||||
Secured debt | 2015 Credit Facility | Senior Secured Term Loan | ||||||
Long-term debt and revolving credit facility: | ||||||
Fees in connection with credit facilities | 602 | |||||
Secured debt | 2015 Revolving Credit Facility | Senior Secured Term Loan | ||||||
Long-term debt and revolving credit facility: | ||||||
Fees in connection with credit facilities | 1,405 | |||||
Secured debt | 2014 Credit Facility and Revolving Credit Facility | Senior Secured Term Loan | ||||||
Long-term debt and revolving credit facility: | ||||||
Fees in connection with credit facilities | $ 1,628 |
Long-Term Note and Revolving 44
Long-Term Note and Revolving Credit Facility - Facility Terms (Details) - Secured debt - USD ($) | Jul. 27, 2015 | Aug. 13, 2014 | Jul. 26, 2013 | Feb. 11, 2013 |
2015 Credit Facility | ||||
Long-term debt and revolving credit facility: | ||||
Duration of interest period used to determine interest rate | 3 months | |||
Prepayment amount percentage of net cash proceeds from disposition of assets | 100.00% | |||
Prepayment amount percentage of net cash proceeds received with other non-ordinary course transaction | 100.00% | |||
Additional borrowing capacity allowed | $ 90,000 | |||
2015 Credit Facility | Maximum | ||||
Long-term debt and revolving credit facility: | ||||
Consolidated leverage ratio permitted by financial covenants | 225.00% | |||
Consolidated fixed coverage charge ratio permitted by financial covenants | 175.00% | |||
Annual capital expenditures permitted by financial covenants | $ 55,000,000 | |||
2015 Credit Facility | Minimum | ||||
Long-term debt and revolving credit facility: | ||||
Cash requirement for financial covenants | $ 25,000,000 | |||
2015 Credit Facility | Consolidated leverage ratio limited step-up to 2.75 to 1.00 [Member] | Maximum | ||||
Long-term debt and revolving credit facility: | ||||
Consolidated leverage ratio permitted by financial covenants | 275.00% | |||
2015 Credit Facility | London Interbank Offered Rate (LIBOR) | ||||
Long-term debt and revolving credit facility: | ||||
Description of variable rate basis | LIBOR | |||
2015 Credit Facility | LIBOR, Consolidated Leverage Ratio less than .75 to 1.00 | ||||
Long-term debt and revolving credit facility: | ||||
Basis spread on variable rate | 2.50% | |||
2015 Credit Facility | LIBOR, Consolidated Leverage Ratio less than .75 to 1.00 | Maximum | ||||
Long-term debt and revolving credit facility: | ||||
Consolidated leverage ratio | 75.00% | |||
2015 Credit Facility | LIBOR, Consolidated Leverage Ratio greater than or equal to .75 to 1.00 and less than 1.50 to 1.00 | ||||
Long-term debt and revolving credit facility: | ||||
Basis spread on variable rate | 2.75% | |||
2015 Credit Facility | LIBOR, Consolidated Leverage Ratio greater than or equal to .75 to 1.00 and less than 1.50 to 1.00 | Maximum | ||||
Long-term debt and revolving credit facility: | ||||
Consolidated leverage ratio | 150.00% | |||
2015 Credit Facility | LIBOR, Consolidated Leverage Ratio greater than or equal to .75 to 1.00 and less than 1.50 to 1.00 | Minimum | ||||
Long-term debt and revolving credit facility: | ||||
Consolidated leverage ratio | 75.00% | |||
2015 Credit Facility | LIBOR, consolidated leverage ratio greater than or equal to 1.50 to 1.00 | ||||
Long-term debt and revolving credit facility: | ||||
Basis spread on variable rate | 3.00% | |||
2015 Credit Facility | LIBOR, consolidated leverage ratio greater than or equal to 1.50 to 1.00 | Minimum | ||||
Long-term debt and revolving credit facility: | ||||
Consolidated leverage ratio | 150.00% | |||
2015 Credit Facility | LIBOR applicable to one month interest periods | ||||
Long-term debt and revolving credit facility: | ||||
Description of variable rate basis | LIBO rate applicable to one month interest periods | |||
Percentage in addition to basis spread on variable rate | 1.00% | |||
2015 Credit Facility | LIBOR applicable to one month interest periods, conolidated leverage ratio less than .75 to 1.00 | ||||
Long-term debt and revolving credit facility: | ||||
Basis spread on variable rate | 1.50% | |||
2015 Credit Facility | LIBOR applicable to one month interest periods, conolidated leverage ratio less than .75 to 1.00 | Maximum | ||||
Long-term debt and revolving credit facility: | ||||
Consolidated leverage ratio | 75.00% | |||
2015 Credit Facility | LIBOR applicable to one month interest periods, consolidated leverage ratio greater than or equal to .75 to 1.00 and less than 1.50 to 1.00 | ||||
Long-term debt and revolving credit facility: | ||||
Basis spread on variable rate | 1.75% | |||
Consolidated leverage ratio | 75.00% | |||
2015 Credit Facility | LIBOR applicable to one month interest periods, consolidated leverage ratio greater than or equal to .75 to 1.00 and less than 1.50 to 1.00 | Maximum | ||||
Long-term debt and revolving credit facility: | ||||
Consolidated leverage ratio | 150.00% | |||
2015 Credit Facility | LIBOR applicable to one month interest periods, consolidated levarage ratio greater than or equal to 1.50 to 1.00 | ||||
Long-term debt and revolving credit facility: | ||||
Basis spread on variable rate | 2.00% | |||
2015 Credit Facility | LIBOR applicable to one month interest periods, consolidated levarage ratio greater than or equal to 1.50 to 1.00 | Minimum | ||||
Long-term debt and revolving credit facility: | ||||
Consolidated leverage ratio | 150.00% | |||
2015 Credit Facility | Base rate | ||||
Long-term debt and revolving credit facility: | ||||
Description of variable rate basis | base rate | |||
2015 Credit Facility | Federal Funds effective rate | ||||
Long-term debt and revolving credit facility: | ||||
Description of variable rate basis | federal funds effective rate | |||
Basis spread on variable rate | 0.50% | |||
2015 Credit Facility | Prime rate | JP Morgan Chase Bank, N.A. | ||||
Long-term debt and revolving credit facility: | ||||
Description of variable rate basis | prime rate | |||
2015 Credit Facility | Senior Secured Term Loan | ||||
Long-term debt and revolving credit facility: | ||||
Periodic payment amount | $ 3,750,000 | |||
2015 Credit Facility | Loans payable | ||||
Long-term debt and revolving credit facility: | ||||
Additional interest rate applied in the event of default | 2.00% | |||
2015 Revolving Credit Facility | LIBOR, Consolidated Leverage Ratio less than .75 to 1.00 | Maximum | ||||
Long-term debt and revolving credit facility: | ||||
Commitment fee percentage | 0.35% | |||
Consolidated leverage ratio | 75.00% | |||
2015 Revolving Credit Facility | LIBOR, Consolidated Leverage Ratio greater than or equal to .75 to 1.00 and less than 1.50 to 1.00 | Maximum | ||||
Long-term debt and revolving credit facility: | ||||
Consolidated leverage ratio | 150.00% | |||
2015 Revolving Credit Facility | LIBOR, Consolidated Leverage Ratio greater than or equal to .75 to 1.00 and less than 1.50 to 1.00 | Minimum | ||||
Long-term debt and revolving credit facility: | ||||
Commitment fee percentage | 0.375% | |||
Consolidated leverage ratio | 75.00% | |||
2015 Revolving Credit Facility | Revolving Credit Facility | ||||
Long-term debt and revolving credit facility: | ||||
Commitment fee percentage | 0.40% | |||
2014 Credit Facility | ||||
Long-term debt and revolving credit facility: | ||||
Duration of interest period used to determine interest rate | 3 months | |||
Prepayment amount percentage of net cash proceeds from disposition of assets | 100.00% | |||
Prepayment amount percentage of net cash proceeds received with other non-ordinary course transaction | 100.00% | |||
Additional borrowing capacity allowed | $ 60,000,000 | |||
2014 Credit Facility | Maximum | ||||
Long-term debt and revolving credit facility: | ||||
Consolidated leverage ratio permitted by financial covenants | 225.00% | |||
Consolidated fixed coverage charge ratio permitted by financial covenants | 175.00% | |||
Restricted payments adjusted amount for consolidated fixed coverage charge ratio requirement | $ 80,000,000 | $ 80,000,000 | ||
Annual capital expenditures permitted by financial covenants | 55,000,000 | |||
Annual excess cash flow in addition to unused capital expenditures limit carried forward permitted by financial covenants | 8,000,000 | |||
2014 Credit Facility | Minimum | ||||
Long-term debt and revolving credit facility: | ||||
Cash requirement for financial covenants | $ 25,000,000 | |||
2014 Credit Facility | LIBOR, Consolidated Leverage Ratio less than .75 to 1.00 | ||||
Long-term debt and revolving credit facility: | ||||
Basis spread on variable rate | 2.875% | |||
2014 Credit Facility | LIBOR, Consolidated Leverage Ratio less than .75 to 1.00 | Maximum | ||||
Long-term debt and revolving credit facility: | ||||
Consolidated leverage ratio | 75.00% | |||
2014 Credit Facility | LIBOR, Consolidated Leverage Ratio greater than or equal to .75 to 1.00 and less than 1.50 to 1.00 | ||||
Long-term debt and revolving credit facility: | ||||
Basis spread on variable rate | 3.125% | |||
2014 Credit Facility | LIBOR, Consolidated Leverage Ratio greater than or equal to .75 to 1.00 and less than 1.50 to 1.00 | Maximum | ||||
Long-term debt and revolving credit facility: | ||||
Consolidated leverage ratio | 150.00% | |||
2014 Credit Facility | LIBOR, Consolidated Leverage Ratio greater than or equal to .75 to 1.00 and less than 1.50 to 1.00 | Minimum | ||||
Long-term debt and revolving credit facility: | ||||
Consolidated leverage ratio | 75.00% | |||
2014 Credit Facility | LIBOR, consolidated leverage ratio greater than or equal to 1.50 to 1.00 | ||||
Long-term debt and revolving credit facility: | ||||
Basis spread on variable rate | 3.375% | |||
2014 Credit Facility | LIBOR, consolidated leverage ratio greater than or equal to 1.50 to 1.00 | Minimum | ||||
Long-term debt and revolving credit facility: | ||||
Consolidated leverage ratio | 150.00% | |||
2014 Credit Facility | LIBOR applicable to one month interest periods | ||||
Long-term debt and revolving credit facility: | ||||
Description of variable rate basis | LIBO rate applicable to one month interest periods | |||
Percentage in addition to basis spread on variable rate | 1.00% | |||
2014 Credit Facility | LIBOR applicable to one month interest periods, conolidated leverage ratio less than .75 to 1.00 | ||||
Long-term debt and revolving credit facility: | ||||
Basis spread on variable rate | 1.875% | |||
2014 Credit Facility | LIBOR applicable to one month interest periods, conolidated leverage ratio less than .75 to 1.00 | Maximum | ||||
Long-term debt and revolving credit facility: | ||||
Consolidated leverage ratio | 75.00% | |||
2014 Credit Facility | LIBOR applicable to one month interest periods, consolidated leverage ratio greater than or equal to .75 to 1.00 and less than 1.50 to 1.00 | ||||
Long-term debt and revolving credit facility: | ||||
Basis spread on variable rate | 2.125% | |||
2014 Credit Facility | LIBOR applicable to one month interest periods, consolidated leverage ratio greater than or equal to .75 to 1.00 and less than 1.50 to 1.00 | Maximum | ||||
Long-term debt and revolving credit facility: | ||||
Consolidated leverage ratio | 150.00% | |||
2014 Credit Facility | LIBOR applicable to one month interest periods, consolidated leverage ratio greater than or equal to .75 to 1.00 and less than 1.50 to 1.00 | Minimum | ||||
Long-term debt and revolving credit facility: | ||||
Consolidated leverage ratio | 75.00% | |||
2014 Credit Facility | LIBOR applicable to one month interest periods, consolidated levarage ratio greater than or equal to 1.50 to 1.00 | ||||
Long-term debt and revolving credit facility: | ||||
Basis spread on variable rate | 2.375% | |||
2014 Credit Facility | LIBOR applicable to one month interest periods, consolidated levarage ratio greater than or equal to 1.50 to 1.00 | Minimum | ||||
Long-term debt and revolving credit facility: | ||||
Consolidated leverage ratio | 150.00% | |||
2014 Credit Facility | Base rate | ||||
Long-term debt and revolving credit facility: | ||||
Description of variable rate basis | base rate | |||
2014 Credit Facility | Federal Funds effective rate | ||||
Long-term debt and revolving credit facility: | ||||
Description of variable rate basis | federal funds effective rate | |||
Basis spread on variable rate | 0.50% | |||
2014 Credit Facility | Prime rate | JP Morgan Chase Bank, N.A. | ||||
Long-term debt and revolving credit facility: | ||||
Description of variable rate basis | prime rate | |||
2014 Credit Facility | Senior Secured Term Loan | ||||
Long-term debt and revolving credit facility: | ||||
Periodic payment amount | $ 5,000,000 | |||
2014 Credit Facility | Revolving Credit Facility | ||||
Long-term debt and revolving credit facility: | ||||
Commitment fee percentage | 0.40% | |||
2014 Credit Facility | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | ||||
Long-term debt and revolving credit facility: | ||||
Description of variable rate basis | LIBOR | |||
2014 Credit Facility | Loans payable | ||||
Long-term debt and revolving credit facility: | ||||
Additional interest rate applied in the event of default | 2.00% | |||
2013 Credit Facility | Maximum | ||||
Long-term debt and revolving credit facility: | ||||
Restricted payments adjusted amount for consolidated fixed coverage charge ratio requirement | $ 80,000,000 | $ 50,000,000 |
Common Stock (Details)
Common Stock (Details) | Jun. 07, 2012 |
Stockholders' Equity Note [Abstract] | |
Ownership percentage limit for 5-percentage points shareholders under the NOL Rights Agreement | 50.00% |
Rolling period determining ownership percentage limit under NOL Rights Agreement | 3 years |
Dividend declared, preferred share purchase right, conversion ratio | 1 |
Maximum ownership percentage limit under the NOL Rights Agreement in which significant dilution would be imposed | 4.90% |
Common Stock - Common Stock Rep
Common Stock - Common Stock Repurchases (Details) - USD ($) shares in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Oct. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | [1] | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 09, 2014 | Feb. 12, 2013 | Feb. 07, 2013 | Jul. 25, 2012 | ||
Common stock repurchases: | ||||||||||||
Value of common stock repurchased | $ 15,250,000 | |||||||||||
Stock repurchased during period, unpaid | $ 0 | $ 635,000 | ||||||||||
$50,000 repurchase program | Common Stock | ||||||||||||
Common stock repurchases: | ||||||||||||
Authorized amount of stock repurchase | $ 50,000,000 | $ 50,000,000 | ||||||||||
Remaining authorized amount of stock repurchase program | $ 16,682,000 | |||||||||||
$100,000 repurchase program | ||||||||||||
Common stock repurchases: | ||||||||||||
Payments for repurchase of common stock commission costs | $ 2,000 | |||||||||||
$100,000 repurchase program | Common Stock | ||||||||||||
Common stock repurchases: | ||||||||||||
Authorized amount of stock repurchase | $ 100,000,000 | $ 100,000,000 | ||||||||||
Remaining authorized amount of stock repurchase program | $ 219,000 | |||||||||||
Shares of common stock repurchased (in shares) | 0 | 3,841 | 0 | 9,811 | [1] | |||||||
Value of common stock repurchased | $ 0 | $ 13,260,000 | $ 0 | $ 36,547,000 | [1] | |||||||
Stock repurchased during period, unpaid (in shares) | 192 | |||||||||||
Stock repurchased during period, unpaid | $ 633,000 | |||||||||||
100,000 repurchase program, 12/9/14 | Common Stock | ||||||||||||
Common stock repurchases: | ||||||||||||
Authorized amount of stock repurchase | $ 100,000,000 | |||||||||||
Remaining authorized amount of stock repurchase program | $ 84,805,000 | $ 84,805,000 | ||||||||||
Shares of common stock repurchased (in shares) | 372 | 0 | 3,320 | 0 | ||||||||
Value of common stock repurchased | $ 1,821,000 | $ 0 | $ 15,195,000 | $ 0 | ||||||||
[1] | including 192 shares, or $633, of common stock repurchases settled in October 2014; excluding commission of $2. |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Commitments and contingencies: | ||
Restricted cash | $ 2,588 | $ 3,405 |
Purchase obligation, remainder of fiscal year | 600 | |
Purchase obligation, due in next twelve months | 2,800 | |
Reserve for potential tax liability pending new requirements from state or municipal agencies | 3,040 | |
Estimated maximum potential exposure for retroactive tax assessments | 4,500 | |
Letter of credit | ||
Commitments and contingencies: | ||
Restricted cash | $ 2,497 | $ 3,311 |
Noncontrolling Interest and R48
Noncontrolling Interest and Redeemable Noncontrolling Interest (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2014 | Dec. 31, 2014 | Sep. 30, 2013 | |
Noncontrolling Interest [Abstract] | |||
Redeemable noncontrolling interest percentage ownership | 4.00% | 30.00% | |
Payments for restructuring | $ 500 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Net tax benefit related to the write-off | $ 1,058 | ||||
Loss from discontinued operations | $ 0 | $ (2,962) | $ (1,615) | $ (5,748) | |
Loss on disposal, net of taxes | 0 | (824) | 0 | (824) | 0 |
Discontinued operations | 0 | (2,962) | (2,439) | (5,748) | |
Plus: Net loss from discontinued operations attributable to noncontrolling interest | 0 | 191 | 59 | 709 | |
Loss from discontinued operations attributable to Vonage | 0 | (2,771) | (2,380) | (5,039) | |
Non-controlling interest | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Loss from discontinued operations before income tax expense | 907 | ||||
Foreign Currency Gain (Loss) | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Loss from discontinued operations before income tax expense | 783 | ||||
Accumulated Translation Adjustment | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Loss from discontinued operations before income tax expense | $ 192 | ||||
Subsidiaries | Brazil | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Revenues | 0 | 27 | 33 | 31 | |
Operating expenses | 0 | 2,989 | 1,648 | 5,779 | |
Loss from discontinued operations | 0 | (2,962) | (1,615) | (5,748) | |
Loss on disposal, net of taxes | 0 | 0 | (824) | 0 | |
Discontinued operations | 0 | (2,962) | (2,439) | (5,748) | |
Plus: Net loss from discontinued operations attributable to noncontrolling interest | 0 | 191 | 59 | 709 | |
Loss from discontinued operations attributable to Vonage | $ 0 | $ (2,771) | $ (2,380) | $ (5,039) |
Acquisition of Business (Detail
Acquisition of Business (Details) - USD ($) shares in Thousands, $ in Thousands | Aug. 31, 2015 | Apr. 01, 2015 | Dec. 15, 2014 | Dec. 15, 2014 | Jan. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 |
Business Acquisition [Line Items] | |||||||||
Total revenues | $ 223,360 | $ 214,710 | $ 664,948 | $ 654,321 | |||||
Net income | 3,433 | $ 4,365 | 19,190 | $ 13,953 | |||||
iCore | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash payment to acquire business | $ 92,689 | ||||||||
Cash on hand to acquire business | 10,689 | ||||||||
Payments to acquire businesses, borrowing from revolving credit facility | 82,000 | ||||||||
Escrow deposit to acquire business | $ 9,200 | ||||||||
Acquisition and integration related costs | 1,353 | ||||||||
Total revenues | 5,544 | ||||||||
Net income | 176 | ||||||||
Period from acquisition date to finalize valuations for assets acquired and liabilities assumed | 1 year | ||||||||
Simple Signal | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash payment to acquire business | $ 20,000 | ||||||||
Payments to acquire businesses, borrowing from revolving credit facility | 20,000 | ||||||||
Escrow deposit to acquire business | 2,356 | ||||||||
Acquisition and integration related costs | 447 | ||||||||
Total revenues | 3,827 | 7,910 | |||||||
Net income | $ (538) | $ (440) | |||||||
Consideration transferred | $ 25,578 | ||||||||
Number of shares issued | 1,111 | ||||||||
Consideration transferred, equity interests issued and issuable | $ 5,578 | ||||||||
Finite-lived intangible assets acquired | $ 6,407 | ||||||||
Period from acquisition date to finalize valuations for assets acquired and liabilities assumed | 1 year | ||||||||
Intangible assets | $ 6,407 | ||||||||
Deferred tax assets, operating loss carryforwards | 3,017 | ||||||||
Escrow deposit, equity interests issued and issuable | 1,144 | ||||||||
Telesphere | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash payment to acquire business | $ 91,603 | $ 3,610 | |||||||
Cash on hand to acquire business | 24,603 | ||||||||
Payments to acquire businesses, borrowing from revolving credit facility | 67,000 | ||||||||
Consideration transferred | $ 114,330 | ||||||||
Number of shares issued | 6,825 | ||||||||
Consideration transferred, equity interests issued and issuable | $ 22,727 | ||||||||
Finite-lived intangible assets acquired | $ 50,925 | ||||||||
Other payments to acquire business | $ 676 | $ 105 | |||||||
Period from acquisition date to finalize valuations for assets acquired and liabilities assumed | 1 year | ||||||||
Deferred tax liabilities, net, non-current | $ 1,923 | 1,923 | |||||||
Intangible assets | 50,925 | 50,925 | |||||||
Deferred tax assets, operating loss carryforwards | 17,991 | 17,991 | |||||||
Developed technology | Simple Signal | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets acquired | $ 994 | ||||||||
Intangible asset useful life | 8 years | ||||||||
Developed technology | Telesphere | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets acquired | $ 35,508 | ||||||||
Intangible asset useful life | 10 years | ||||||||
Non-compete agreements | Simple Signal | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets acquired | $ 303 | ||||||||
Intangible asset useful life | 2 years | ||||||||
Non-compete agreements | Telesphere | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets acquired | $ 2,526 | ||||||||
Intangible asset useful life | 3 years | ||||||||
Purchased Intangible Assets | Simple Signal | |||||||||
Business Acquisition [Line Items] | |||||||||
Deferred tax liabilities, net, non-current | $ 2,242 | ||||||||
Purchased Intangible Assets | Telesphere | |||||||||
Business Acquisition [Line Items] | |||||||||
Deferred tax liabilities, net, non-current | $ 19,914 | $ 19,914 | |||||||
Customer relationships | Simple Signal | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets acquired | $ 5,090 | ||||||||
Intangible asset useful life | 10 years | ||||||||
Customer relationships | Telesphere | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets acquired | $ 10,699 | ||||||||
Intangible asset useful life | 7 years |
Acquisition of Business - Asse
Acquisition of Business - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Aug. 31, 2015 | Apr. 01, 2015 | Dec. 31, 2014 | [1] | Dec. 15, 2014 |
Current assets: | ||||||
Restricted cash | $ 2,588 | $ 3,405 | ||||
Deferred tax assets, non-current | 212,293 | 225,167 | ||||
Current liabilities: | ||||||
Current maturities of capital lease obligations | 4,311 | 3,365 | ||||
Capital lease obligations, net of current maturities | 4,484 | 6,836 | ||||
Goodwill | $ 250,702 | $ 142,544 | ||||
Telesphere | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ 70 | |||||
Accounts receivable | 2,925 | |||||
Inventory | 386 | |||||
Prepaid expenses and other current assets | 398 | |||||
Total current assets | 3,779 | |||||
Property and equipment | 5,731 | |||||
Software | 3 | |||||
Intangible assets | 50,925 | |||||
Other assets | 76 | |||||
Total assets acquired | 60,514 | |||||
Current liabilities: | ||||||
Accounts payable | 1,202 | |||||
Accrued expenses | 4,108 | |||||
Deferred revenue, current portion | 1,156 | |||||
Total current liabilities | 6,466 | |||||
Deferred tax liabilities, net, non-current | 1,923 | |||||
Total liabilities assumed | 8,389 | |||||
Net identifiable assets acquired | 52,125 | |||||
Goodwill | 62,205 | |||||
Total purchase price | 114,330 | |||||
Deferred tax assets, operating loss carryforwards | $ 17,991 | |||||
Simple Signal | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ 53 | |||||
Accounts receivable | 832 | |||||
Inventory | 67 | |||||
Prepaid expenses and other current assets | 177 | |||||
Total current assets | 1,129 | |||||
Property and equipment | 979 | |||||
Software | 401 | |||||
Intangible assets | 6,407 | |||||
Deferred tax assets, non-current | 775 | |||||
Total assets acquired | 9,691 | |||||
Current liabilities: | ||||||
Accounts payable | 785 | |||||
Accrued expenses | 593 | |||||
Deferred revenue, current portion | 370 | |||||
Total current liabilities | 1,748 | |||||
Total liabilities assumed | 1,748 | |||||
Net identifiable assets acquired | 7,943 | |||||
Goodwill | 17,635 | |||||
Total purchase price | 25,578 | |||||
Deferred tax assets, operating loss carryforwards | $ 3,017 | |||||
iCore | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ 1,051 | |||||
Accounts receivable | 2,065 | |||||
Inventory | 191 | |||||
Prepaid expenses and other current assets | 1,017 | |||||
Total current assets | 4,324 | |||||
Property and equipment | 4,437 | |||||
Software | 281 | |||||
Restricted cash | 183 | |||||
Other assets | 195 | |||||
Total assets acquired | 9,420 | |||||
Current liabilities: | ||||||
Accounts payable | 3,344 | |||||
Accrued expenses | 2,330 | |||||
Deferred revenue, current portion | 576 | |||||
Current maturities of capital lease obligations | 557 | |||||
Total current liabilities | 6,807 | |||||
Capital lease obligations, net of current maturities | 552 | |||||
Total liabilities assumed | 7,359 | |||||
Net identifiable assets acquired | 2,061 | |||||
Goodwill | 90,628 | |||||
Total purchase price | $ 92,689 | |||||
[1] | See Note 4 Long-Term Debt and Revolving Credit Facility and Note 9 Acquisition of Business. |
Acquisition of Business - Intan
Acquisition of Business - Intangible Assets Acquired (Details) - USD ($) $ in Thousands | Apr. 01, 2015 | Dec. 15, 2014 |
Simple Signal | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets acquired | $ 6,407 | |
Telesphere | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets acquired | $ 50,925 | |
Developed technology | Simple Signal | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets acquired | 994 | |
Developed technology | Telesphere | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets acquired | 35,508 | |
Customer relationships | Simple Signal | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets acquired | 5,090 | |
Customer relationships | Telesphere | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets acquired | 10,699 | |
MPLS network | Telesphere | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets acquired | 2,192 | |
Non-compete agreements | Simple Signal | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets acquired | 303 | |
Non-compete agreements | Telesphere | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets acquired | $ 2,526 | |
Trade names | Simple Signal | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets acquired | $ 20 |
Acquisition of Business Pro For
Acquisition of Business Pro Forma Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Revenue | $ 713,429 | $ 708,633 |
Net income attributable to Vonage | $ 19,185 | $ 13,486 |
Net income attributable to Vonage per share - basic (USD per share) | $ 0.09 | $ 0.06 |
Net income attributable to Vonage per share - diluted (USD per share) | $ 0.09 | $ 0.06 |
Income Tax Expense | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Net income attributable to Vonage | $ 48 | $ 895 |
Acquisition-related Costs | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Net income attributable to Vonage | 2,502 | |
Interest expense | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Net income attributable to Vonage | 1,790 | 2,295 |
Depreciation and amortization | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Net income attributable to Vonage | $ 105 | $ 803 |
Acquisition of Business Goodwil
Acquisition of Business Goodwill (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015USD ($) | ||
Goodwill [Line Items] | ||
Goodwill, beginning balance | $ 142,544 | [1] |
Goodwill, ending balance | 250,702 | |
Telesphere | ||
Goodwill [Line Items] | ||
Decrease in goodwill related to adjustment of Telesphere | (105) | |
Simple Signal | ||
Goodwill [Line Items] | ||
Increase in goodwill related to acquisitions | 17,635 | |
iCore | ||
Goodwill [Line Items] | ||
Increase in goodwill related to acquisitions | $ 90,628 | |
[1] | See Note 4 Long-Term Debt and Revolving Credit Facility and Note 9 Acquisition of Business. |