Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 30, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Entity Registrant Name | VONAGE HOLDINGS CORP | |
Entity Central Index Key | 1,272,830 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 213,482,039 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 35,889 | $ 57,726 |
Marketable securities | 9,600 | 9,908 |
Accounts receivable, net of allowance of $1,459 and $1,091, respectively | 20,846 | 19,913 |
Inventory, net of allowance of $394 and $686, respectively | 5,587 | 5,542 |
Deferred customer acquisition costs, current | 2,929 | 4,074 |
Deferred tax assets, current | 23,985 | 23,985 |
Prepaid expenses and other current assets | 18,600 | 15,659 |
Total current assets | 117,436 | 136,807 |
Property and equipment, net | 51,881 | 49,483 |
Goodwill | 222,128 | 222,106 |
Software, net | 20,293 | 20,710 |
Deferred customer acquisition costs, non-current | 494 | 431 |
Debt related costs, net | 1,909 | 2,053 |
Restricted cash | 1,860 | 2,587 |
Intangible assets, net | 130,537 | 138,199 |
Deferred tax assets, non-current | 195,148 | 202,587 |
Other assets | 9,247 | 9,603 |
Total assets | 750,933 | 784,566 |
Current liabilities: | ||
Accounts payable | 46,943 | 42,798 |
Accrued expenses | 72,427 | 96,127 |
Deferred revenue, current portion | 31,785 | 32,605 |
Current maturities of capital lease obligations | 4,521 | 4,398 |
Current portion of notes payables | 15,000 | 15,000 |
Total current liabilities | 170,676 | 190,928 |
Indebtedness under revolving credit facility | 109,000 | 119,000 |
Notes payable, net of debt related costs and current portion | 72,749 | 76,392 |
Deferred revenue, net of current portion | 791 | 851 |
Capital lease obligations, net of current maturities | 2,265 | 3,363 |
Other liabilities, net of current portion in accrued expenses | 2,940 | 5,291 |
Total liabilities | 358,421 | 395,825 |
Commitments and Contingencies | 0 | 0 |
Stockholders’ Equity | ||
Common stock, par value $0.001 per share; 596,950 shares authorized at March 31, 2016 and December 31, 2015; 270,772 and 268,947 shares issued at March 31, 2016 and December 31, 2015, respectively; 213,824 and 214,280 shares outstanding at March 31, 2016 and December 31, 2015, respectively | 272 | 270 |
Additional paid-in capital | 1,231,714 | 1,224,947 |
Accumulated deficit | (647,089) | (655,020) |
Treasury stock, at cost, 56,948 shares at March 31, 2016 and 54,667 shares at December 31, 2015 | (190,708) | (179,779) |
Accumulated other comprehensive loss | (1,677) | (1,677) |
Total stockholders’ equity | 392,512 | 388,741 |
Total liabilities and stockholders’ equity | $ 750,933 | $ 784,566 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 1,459 | $ 1,091 |
Inventory, allowance | $ 394 | $ 686 |
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 596,950,000 | 596,950,000 |
Common stock, shares issued | 270,772,000 | 268,947,000 |
Common stock, shares outstanding | 213,824,000 | 214,280,000 |
Treasury stock, shares | 56,948,000 | 54,667,000 |
Consolidated Statements of Inco
Consolidated Statements of Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Total revenues | $ 226,824 | $ 219,730 |
Operating Expenses: | ||
Cost of service (excluding depreciation and amortization of $6,833 and $5,724, respectively) | 69,150 | 61,853 |
Cost of goods sold | 9,066 | 9,190 |
Sales and marketing | 79,601 | 85,564 |
Engineering and development | 6,834 | 6,605 |
General and administrative | 26,670 | 23,234 |
Depreciation and amortization | 16,979 | 13,945 |
Total operating expenses | 208,300 | 200,391 |
Income from operations | 18,524 | 19,339 |
Other Income (Expense): | ||
Interest income | 21 | 20 |
Interest expense | (2,446) | (1,935) |
Other income (expense), net | 154 | (577) |
Total other income (expense) | (2,271) | (2,492) |
Income from continuing operations before income tax expense | 16,253 | 16,847 |
Income tax expense | (8,322) | (6,998) |
Income from continuing operations | 7,931 | 9,849 |
Loss from discontinued operations | 0 | (1,615) |
Loss on disposal, net of taxes | 0 | (824) |
Discontinued operations | 0 | (2,439) |
Net income | 7,931 | 7,410 |
Plus: Net loss from discontinued operations attributable to noncontrolling interest | 0 | 59 |
Net income attributable to Vonage | $ 7,931 | $ 7,469 |
Net income per common share - continuing operations: | ||
Basis (USD per share) | $ 0.04 | $ 0.05 |
Diluted (USD per share) | 0.04 | 0.04 |
Net loss per common share - discontinued operations attributable to Vonage: | ||
Basis (USD per share) | 0 | (0.01) |
Diluted (USD per share) | 0 | (0.01) |
Net income attributable to Vonage per common share: | ||
Basic (USD per share) | 0.04 | 0.04 |
Diluted (USD per share) | $ 0.04 | $ 0.03 |
Weighted-average common shares outstanding: | ||
Basic (in shares) | 214,039 | 211,844 |
Diluted (in shares) | 224,225 | 220,589 |
Consolidated Statements of Inc5
Consolidated Statements of Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Depreciation and Amortization | $ 6,833 | $ 5,724 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 7,931 | $ 7,410 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | (22) | 312 |
Discontinued operations cumulative translation adjustment | 0 | 974 |
Unrealized loss on available-for-sale securities | 22 | (4) |
Total other comprehensive income (loss) | 0 | 1,282 |
Comprehensive income | 7,931 | 8,692 |
Comprehensive loss attributable to noncontrolling interest: | ||
Comprehensive loss | 0 | 59 |
Total comprehensive loss attributable to non-controlling interest | 0 | 59 |
Comprehensive income attributable to Vonage | $ 7,931 | $ 8,751 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 7,931 | $ 7,410 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization and impairment charges | 9,317 | 8,501 |
Amortization of intangibles | 7,662 | 5,635 |
Deferred tax expense | 7,439 | 5,378 |
Loss on foreign currency | 0 | 1,358 |
Allowance for doubtful accounts | 0 | (26) |
Allowance for obsolete inventory | 0 | 1,180 |
Amortization of debt related costs | 251 | 238 |
Share-based expense | 6,303 | 5,488 |
Non-controlling interest | 0 | 907 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (910) | (3,416) |
Inventory | (25) | (2,129) |
Prepaid expenses and other current assets | (3,079) | (2,409) |
Deferred customer acquisition costs | 1,084 | 554 |
Other assets | 356 | (613) |
Accounts payable | 4,122 | (11,867) |
Accrued expenses | (25,095) | (4,989) |
Deferred revenue | (933) | (1,055) |
Other liabilities | 149 | 579 |
Net cash provided by operating activities | 14,572 | 10,724 |
Cash flows from investing activities: | ||
Capital expenditures | (8,895) | (2,056) |
Purchase of marketable securities | (3,618) | (2,061) |
Maturities and sales of marketable securities | 3,948 | 887 |
Acquisition and development of software assets | (2,312) | (2,258) |
Acquisition of businesses, net of cash acquired | 0 | (3,505) |
Decrease in restricted cash | 724 | 999 |
Net cash used in investing activities | (10,153) | (7,994) |
Cash flows from financing activities: | ||
Principal payments on capital lease obligations | (5,225) | (796) |
Principal payments on notes and revolving credit facility | (13,750) | (5,000) |
Proceeds received from draw down of revolving credit facility and issuance of notes payable | 0 | 20,000 |
Common stock repurchases | (7,590) | (8,169) |
Proceeds from exercise of stock options | 466 | 2,825 |
Net cash provided by (used in) financing activities | (26,099) | 8,860 |
Effect of exchange rate changes on cash | (157) | (163) |
Net change in cash and cash equivalents | (21,837) | 11,427 |
Cash and cash equivalents, beginning of period | 57,726 | 40,797 |
Cash and cash equivalents, end of period | 35,889 | 52,224 |
Cash paid during the periods for: | ||
Interest | 2,190 | 1,787 |
Income taxes | 1,624 | 89 |
Non-cash transactions during the periods for: | ||
Common stock repurchases | 443 | 285 |
Issuance of Common Stock in connection with acquisition of business | $ 0 | $ 5,578 |
Consolidated Statement Of Stock
Consolidated Statement Of Stockholders' Equity (Unaudited) - 3 months ended Mar. 31, 2016 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Treasury Stock | Accumulated Other Comprehensive Income (Loss) |
Balance at Dec. 31, 2015 | $ 388,741 | $ 270 | $ 1,224,947 | $ (655,020) | $ (179,779) | $ (1,677) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock option exercises | 466 | 2 | 464 | |||
Share-based expense | 6,303 | 6,303 | ||||
Share-based award activity | (2,896) | (2,896) | ||||
Common stock repurchases | (8,033) | (8,033) | ||||
Foreign currency translation adjustment | (22) | (22) | ||||
Unrealized loss on available-for-sale securities | 22 | 22 | ||||
Net income | 7,931 | 7,931 | ||||
Balance at Mar. 31, 2016 | $ 392,512 | $ 272 | $ 1,231,714 | $ (647,089) | $ (190,708) | $ (1,677) |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 , 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 months ended March 31, 2016 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, 2015 filed with the Securities and Exchange Commission on February 12, 2016 . 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 $4,908 and $4,055 for three months ended March 31, 2016 and 2015 , 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 months ended March 31, 2016 . 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 months ended March 31, 2016 . 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 2016 estimated annual effective tax rate is expected to approximate 42% , 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 2012 to present, our New Jersey tax returns remain open from 2011 to present, our Canada tax return remains open from 2011 to present, and other domestic and foreign tax returns remain open for all periods to which those filings relate. Our consolidated corporate income tax return for 2013 has been selected for examination by the Internal Revenue Service. Our Canadian corporate income tax returns for 2012 and 2013 have been selected for examination by the Canada Revenue Agency. 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 March 31, 2016 and December 31, 2015 : March 31, 2016 December 31, 2015 Level 1 Assets Money market fund (1) $ 394 $ 57 Level 2 Assets Available-for-sale securities (2) $ 9,600 $ 9,908 (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 March 31, 2016 and December 31, 2015 . We believe the fair value of our debt at March 31, 2016 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 d |
Supplemental Balance Sheet Acco
Supplemental Balance Sheet Account Information | 3 Months Ended |
Mar. 31, 2016 | |
Supplemental Balance Sheet Account Information [Abstract] | |
Supplemental Balance Sheet Account Information | Supplemental Balance Sheet Account Information Prepaid expenses and other current assets March 31, December 31, 2015 Nontrade receivables $ 1,846 $ 2,113 Services 10,513 8,066 Telecommunications 2,122 3,138 Insurance 442 939 Marketing 2,714 779 Other prepaids 963 624 Prepaid expenses and other current assets $ 18,600 $ 15,659 Property and equipment, net March 31, December 31, 2015 Building (under capital lease) $ 25,709 $ 25,709 Network equipment and computer hardware 94,194 89,025 Leasehold improvements 49,578 48,872 Customer premise equipment 6,716 7,292 Furniture 3,346 2,508 Vehicles 203 214 179,746 173,620 Less: accumulated depreciation and amortization (127,865 ) (124,137 ) Property and equipment, net $ 51,881 $ 49,483 Customer premise equipment, net March 31, December 31, 2015 Customer premise equipment $ 6,716 $ 7,292 Less: accumulated depreciation (2,111 ) (2,068 ) Customer premise equipment, net $ 4,605 $ 5,224 Software, net March 31, December 31, 2015 Purchased $ 66,883 $ 67,248 Licensed 909 909 Internally developed 36,088 36,088 103,880 104,245 Less: accumulated amortization (83,587 ) (83,535 ) Software, net $ 20,293 $ 20,710 Debt related costs, net March 31, December 31, 2015 Debt related costs related to Revolving Credit Facility $ 5,044 $ 5,044 Less: accumulated amortization (3,135 ) (2,991 ) Debt related costs, net $ 1,909 $ 2,053 Restricted cash March 31, December 31, 2015 Letter of credit-lease deposits $ 1,575 $ 2,498 Cash reserves 285 89 Restricted cash $ 1,860 $ 2,587 Intangible assets, net March 31, December 31, 2015 Customer relationships $ 92,609 $ 92,609 Developed technology 75,694 75,694 Patents and patent licenses 20,164 20,164 Trademarks 560 560 Trade names 760 760 Non-compete agreements 2,933 2,933 Intangible assets, gross 192,720 192,720 Customer relationships (25,626 ) (21,777 ) Developed technology (21,685 ) (18,880 ) Patents and patent licenses (12,748 ) (12,066 ) Trademarks (560 ) (543 ) Trade names (315 ) (260 ) Non-compete agreements (1,249 ) (995 ) Less: accumulated amortization (62,183 ) (54,521 ) Customer relationships 66,983 70,832 Developed technology 54,009 56,814 Patents and patent licenses 7,416 8,098 Trademarks — 17 Trade names 445 500 Non-compete agreements 1,684 1,938 Intangible assets, net $ 130,537 $ 138,199 Other assets March 31, December 31, 2015 Long term non-trade receivable 6,623 6,623 Others 2,624 2,980 Other assets $ 9,247 $ 9,603 Accrued expenses March 31, December 31, 2015 Compensation and related taxes and temporary labor $ 21,649 $ 33,196 Marketing 19,501 24,891 Taxes and fees 8,381 11,808 Litigation and settlements 23 23 Telecommunications 7,057 9,111 Other accruals 10,507 11,523 Customer credits 1,631 1,779 Professional fees 2,868 2,080 Accrued interest 21 22 Inventory 620 1,514 Credit card fees 169 180 Accrued expenses $ 72,427 $ 96,127 Accumulated other comprehensive loss March 31, December 31, 2015 Foreign currency translation adjustment (1,678 ) (1,656 ) Unrealized loss on available-for sale securities 1 (21 ) Accumulated other comprehensive loss $ (1,677 ) $ (1,677 ) |
Supplemental Income Statement A
Supplemental Income Statement Account Information | 3 Months Ended |
Mar. 31, 2016 | |
Income Statement Related Disclosures [Abstract] | |
Supplemental Income Statement Account Information | Supplemental Income Statement Account Information Amounts included in revenues Three Months Ended March 31, 2016 2015 USF fees $ 19,520 $ 18,515 Disconnect fees, net of credits and bad debt $ 214 $ 202 Initial activation fees $ 368 $ 220 Customer equipment rental $ 1,102 $ 770 Customer equipment fees $ 2,081 $ 1,173 Equipment recovery fees $ 18 $ 15 Shipping and handling fees $ 608 $ 603 Amount included in cost of services Three Months Ended March 31, 2016 2015 USF costs $ 19,530 $ 18,515 Amount included in cost of goods sold Three Months Ended March 31, 2016 2015 Shipping and handling cost $ 1,462 $ 1,285 Amount included in sales and marketing Three Months Ended March 31, 2016 2015 Advertising costs $ 16,879 $ 28,249 Amounts included in general and administrative expense Three Months Ended March 31, 2016 2015 Acquisition related transaction costs $ 93 $ 438 Acquisition related integration costs $ — $ 17 Depreciation and amortization expense Three Months Ended March 31, 2016 2015 Network equipment and computer hardware $ 3,833 $ 2,890 Software 2,729 3,073 Capital leases 550 550 Other leasehold improvements 1,355 1,225 Customer premise equipment 629 460 Furniture 162 95 Vehicles 18 16 Patents 682 311 Trademarks 18 18 Customer relationships 3,849 2,229 Acquired technology 2,805 2,820 Trade names 54 25 Non-compete agreements 254 232 16,938 13,944 Property and equipment impairments 41 1 Software impairments — — Depreciation and amortization expense $ 16,979 $ 13,945 Amount included in interest expense Three Months Ended March 31, 2016 2015 Debt related costs amortization $ 251 $ 238 Amount included in other income (expense), net Three Months Ended March 31, 2016 2015 Net loss resulting from foreign exchange transactions $ 156 $ (567 ) |
Long-Term Note and Revolving Cr
Long-Term Note and Revolving Credit Facility | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 and December 31, 2015 is as follows: March 31, December 31, 2.50-3.00% Term note - due 2019, net of debt related costs 72,749 76,392 2.50-3.00% Revolving credit facility - due 2019 109,000 119,000 Total Long-term note and revolving credit facility $ 181,749 $ 195,392 At March 31, 2016 , future payments under term note obligations over each of the next five years and thereafter were as follows: Credit Facility 2016 $ 11,250 2017 15,000 2018 15,000 2019 47,500 Minimum future payments of principal 88,750 Less: unamortized debt related costs 1,001 current portion 15,000 Long-term portion $ 72,749 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. We used $82,000 from our 2015 revolving credit facility in connection with the acquisition of iCore on August 31, 2015. Repayments We made mandatory repayment of $3,750 under the term note for the three months ended March 31, 2016 and $7,500 under the term note for the year ended December 31, 2015. In addition, we repaid the $10,000 outstanding under the revolving credit facility for the three months ended March 31, 2016 and $30,000 outstanding under the revolving credit facility for the year ended December 31, 2015. 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 March 31, 2016 , 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. 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. We used $20,000 and $67,000 from our 2014 revolving credit facility in connection with the acquisitions of Simple Signal on April 1, 2015 and Telesphere on December 15, 2014, respectively. 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. |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2016 | |
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. 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 three months ended March 31, 2016 and 2015 : Three Months Ended March 31, 2016 (1) 2015 Shares of common stock repurchased 1,653 1,779 Value of common stock repurchased $ 8,008 $ 7,769 (1) including 98 shares, or $441 , of common stock repurchases settled in April 2016; excluding commission of $2 . As of March 31, 2016 , $76,797 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 | 3 Months Ended |
Mar. 31, 2016 | |
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. (the latter two entities being former subsidiaries of Vonage Holdings Corp. now merged into Vonage America Inc. and Vonage Business Inc., respectively) in the United States District Court for the Eastern District of Virginia 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, and all but one of the other defendants. Later, on August 17, 2011, Bear Creek re-filed its complaint in the United States District Court for the District of Delaware against the same Vonage entities; and re-filed its complaint against Aptela in the United States District Court for the Eastern District of Virginia. On May 2, 2012, the litigations against Vonage and Aptela were consolidated for pretrial proceedings with twelve other actions in the District of Delaware. 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. On November 5, 2012, Bear Creek filed an answer to Vonage’s counterclaims. On July 17, 2013, the Court stayed the case pending resolution of the reexamination of the ‘722 patent requested by Cisco Systems, Inc. (“Cisco”), described below. On May 5, 2015, the Court closed the case, with leave to reopen if further attention by the Court is required. A request for reexamination of the validity of the ‘722 Patent was filed on September 12, 2012 by Cisco. Cisco’s request was granted on November 28, 2012. On March 24, 2014, the United States Patent and Trademark Office issued an Action Closing Prosecution, confirming its rejection of all claims of the ‘722 patent. Bear Creek’s November 14, 2014 appeal of that decision to the Patent Trial and Appeal Board was denied on December 29, 2015. On February 26, 2016, Bear Creek filed a Notice of Appeal of the decision to the United States Court of Appeals for the Federal Circuit. 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 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 September 17, 2015, the Court ordered the consolidation for pre-trial purposes of this case with other cases by RPost. 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. On March 1, 2016, the parties in the consolidated actions filed a joint notice regarding status of the co-pending actions. Plaintiffs requested that the stay be lifted, while defendants maintain that the stay should remain in place. 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 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 stayed 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 November 10, 2015, the Federal Circuit rejected AIP’s appeal and affirmed the Patent Office’s rejection of the ‘879 patent. Cisco petitioned for inter partes review of the ‘247 patent on November 25, 2014, which was granted on May 20, 2015. Oral argument was heard on January 27, 2016. The inter partes review is pending decision by the Patent Office. Commercial Litigation Merkin & Smith, et al . 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, which the Court denied on February 4, 2014. On March 5, 2014, Vonage appealed that decision to the United States Court of Appeals for the Ninth Circuit. On March 26, 2014, the district court proceedings were stayed pending the appeal. On February 29, 2016, the Ninth Circuit reversed the district court’s ruling and remanded with instructions to grant the motion to compel arbitration. On March 22, 2016 Merkin and Smith filed a petition for rehearing. On May 4, 2016, the Ninth Circuit withdrew its February 29, 2016 decision and issued a new order reversing the district court’s order and remanded with instructions to compel arbitration. The court also declared as moot the petition for rehearing. 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 were held on December 4, 2015. Federal - Lifeline Reform On March 31, 2016, the FCC adopted an order modernizing the Lifeline program. The Lifeline program previously subsidized voice service for low-income customers and is one component of the federal universal service fund. The order refocuses the program to subsidize broadband. Increased adoption of broadband services expands the market for Vonage services. The order will also likely increase the overall size of the federal universal fund and 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. 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 required approval from the Office of Management and Budget ("OMB") prior to the rule change becoming effective. On February 4, 2016, the FCC announced that OMB had approved the order and would begin accepting applications for authorization beginning on February 18, 2015. Vonage applied for authorization, and on March 31, 2016 received authorization. On December 23, 2015, the National Association of Regulatory Utility Commissioners filed an appeal of the June 18, 2015 FCC order at the D.C. Circuit Court of Appeals. This appeal is pending. Federal - Privacy Rules On April 1, 2016, the FCC issued a Notice of Proposed Rulemaking (NPRM) that proposed the adoption of privacy rules for providers of broadband Internet access service and updating its rules for voice services to make them consistent with the proposed privacy rules for broadband Internet access services. In addition to regulating customer proprietary network information (CPNI), a category of information that the FCC has traditionally regulated for voice services, the FCC proposed to regulate use of customer personal information (PI), a broader set of information than CPNI, by broadband and voice service providers. Further, the NPRM would regulate voice and broadband provider privacy policies and data security practices, including imposing vicarious liability for vendors who handle PI and CPNI on behalf of a broadband or voice provider. Finally, the NPRM would impose another data breach reporting notification obligation on voice and broadband providers on top of existing state data breach notification requirements. 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 (“MPUC”) 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. More recently on July 28, 2015, the MPUC found that it has authority to regulate Charter’s fixed, interconnected VoIP service. Charter challenged the MPUC’s order at the U.S. District Court for Minnesota. This challenge is currently pending. 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 $1,575 and $2,498 , as of March 31, 2016 and December 31, 2015 , 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 signed a lease with a vendor. We have committed to pay this vendor approximately $100 in 2016 and $300 in 2017 through 2019, 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 $3,015 as of March 31, 2016 as our best estimate of the potential tax exposure for any retroactive assessment. We believe the maximum estimated exposure for retroactive assessments is approximately $4,000 as of March 31, 2016 . |
Noncontrolling Interest and Red
Noncontrolling Interest and Redeemable Noncontrolling Interest | 3 Months Ended |
Mar. 31, 2016 | |
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 initially 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 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 2015 related to contract terminations and severance-related expenses. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2016 | |
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. In 2015, 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 March 31, 2016 2015 Revenues $ — $ 33 Operating expenses — 1,648 Loss from discontinued operations — (1,615 ) Loss on disposal, net of taxes — (824 ) Net loss from discontinued operations — (2,439 ) Plus: Net loss from discontinued operations attributable to noncontrolling interest $ — $ 59 Net loss from discontinued operations attributable to Vonage $ — $ (2,380 ) |
Acquisition of Business
Acquisition of Business | 3 Months Ended |
Mar. 31, 2016 | |
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 revolving 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 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 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 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 $ 1,014 Accounts receivable 1,492 Inventory 191 Prepaid expenses and other current assets 1,017 Total current assets 3,714 Property and equipment 4,437 Software 281 Intangible assets 38,064 Restricted cash 183 Other assets 195 Total assets acquired 46,874 Liabilities Current liabilities: Accounts payable 3,344 Accrued expenses 3,963 Deferred revenue, current portion 576 Current maturities of capital lease obligations 557 Total current liabilities 8,440 Capital lease obligations, net of current maturities 552 Deferred tax liabilities, net, non-current 8,487 Total liabilities assumed 17,479 Net identifiable assets acquired 29,395 Goodwill 63,294 Total purchase price $ 92,689 The intangible assets as of the closing date of the acquisition included: Amount Customer relationships $ 37,720 Non-compete agreements 104 Trade names 240 $ 38,064 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 deferred tax liability of $12,944 related to the $38,064 of identified intangible assets that will be amortized for financial reporting purposes but not for tax purposes and a deferred tax asset of $4,457 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 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 2014 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 $470 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 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 159 Total current assets 1,111 Property and equipment 979 Software 401 Intangible assets 6,407 Deferred tax assets, non-current 741 Total assets acquired 9,639 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 7,891 Goodwill 17,687 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 $2,441 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 $3,182 related to NOLs. Goodwill The following table provides a summary of the changes in the carrying amounts of goodwill: Balance at December 31, 2015 $ 222,106 Increase in goodwill related to acquisition of iCore 22 Balance at March 31, 2016 $ 222,128 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Acquisition of Nexmo On May 5, 2016 (the “Signing Date”), we entered into a definitive agreement to acquire Nexmo, Inc. (“Nexmo”), a global leader in the Communications-Platform-as-a-Service (“CPaaS”) segment of the cloud communications market. The acquisition is subject to the terms of an Agreement and Plan of Merger by and among the Company, Neptune Acquisition Corp., a Delaware corporation and newly formed indirect, wholly owned subsidiary of Vonage (“Merger Sub”), Nexmo, a Delaware corporation, and Shareholder Representative Services LLC, a Colorado limited liability company, as representative of the security holders of Nexmo, pursuant to which Merger Sub, on the terms and subject to the conditions thereof, will merge with and into Nexmo, and Nexmo will become a wholly owned indirect subsidiary of Vonage. We will acquire Nexmo for $230,000 in cash and stock, subject to adjustment for the amount of Nexmo’s working capital at closing, and subject to reduction for Nexmo’s outstanding indebtedness and unpaid transaction expenses as of closing (the "Closing Merger Consideration" ). The parties have agreed to a normalized working capital target and to a post-closing purchase price adjustment mechanism. Approximately 75% of the purchase price will be paid in cash and the remaining 25% will be paid through the issuance of shares of Vonage common stock, provided that the percentage of cash consideration at closing may be increased to 100% (and the percentage of stock consideration decreased to 0% ) at the election of Vonage. Of the Closing Merger Consideration, $195,000 will be paid at closing, consisting of a minimum of $159,000 of cash and a maximum of $36,000 in stock. The remaining $35,000 of the Closing Merger Consideration will be paid in the form of restricted cash and restricted stock to Nexmo management and employees, both subject to vesting requirements over time. Vonage believes this structure will provide significant long-term incentives and retention value for Nexmo management. In addition, Nexmo shareholders may earn additional consideration of up to $20,000 , subject to the achievement of certain performance targets during the 12 month period following the closing of the transaction (the “ Variable Payout Amount ”). The Variable Payout Amount payable to the holders of Nexmo stock is determined based on (i) Nexmo’s revenues received from its top customers following the closing, and (ii) the achievement of certain revenue targets during the 12 month period following the Closing. The Variable Payout Amount may be in the form of (at Vonage’s sole discretion) cash, a number of shares of Vonage common stock or a combination thereof. |
Basis of Presentation and Sig19
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
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 $4,908 and $4,055 for three months ended March 31, 2016 and 2015 , 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 | 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 months ended March 31, 2016 . |
Intangible Assets and Patents | 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 months ended March 31, 2016 . 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 2016 estimated annual effective tax rate is expected to approximate 42% , 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 2012 to present, our New Jersey tax returns remain open from 2011 to present, our Canada tax return remains open from 2011 to present, and other domestic and foreign tax returns remain open for all periods to which those filings relate. Our consolidated corporate income tax return for 2013 has been selected for examination by the Internal Revenue Service. Our Canadian corporate income tax returns for 2012 and 2013 have been selected for examination by the Canada Revenue Agency. 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 March 31, 2016 and December 31, 2015 . We believe the fair value of our debt at March 31, 2016 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 March 2016, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2016-09, "Improvements to Employee Share-Based Payment Accounting". This ASU is issued as part of its Simplification Initiative. The areas for simplification in this ASU involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted for any entity in any interim or annual period. We are currently evaluating the impact of adopting ASU 2016-09 on our consolidated financial statements and related disclosures. In March 2016, FASB issued ASU 2016-08, "Revenue from Contract with Customers - Principal versus Agent Considerations (Reporting Revenue Gross versus Net)". The core principle of this ASU is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The intention of this ASU is to improve the operability and understandability of the implementation guidance on principal versus agent considerations. This ASU is effective for annual and interim periods beginning on or after December 15, 2017, and early adoption will be permitted, but not earlier than annual and interim periods beginning on or after December 15, 2016, for public entities. We will adopt this ASU when effective. We are currently evaluating the impact of adopting ASU 2016-08 on our consolidated financial statements and related disclosures. In February 2016, FASB issued ASU 2016-02, "Leases". This ASU increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted for all entities. We are currently evaluating the impact of adopting ASU 2016-02 on our consolidated financial statements and related disclosures. In January 2016, FASB issued ASU 2016-01, "Recognition and Measurement of Financial Assets and Financial Liabilities". This ASU provide guidance concerning certain matters involving the recognition, measurement, and disclosure of financial assets and financial liabilities. The guidance does not alter the basic framework for classifying debt instruments held as financial assets. This ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is not permitted, with some exceptions. The adoption of ASU 2016-01 will not have a material impact on our consolidated financial statements and related disclosures. In November 2015, FASB issued ASU 2015-17, "Balance Sheet Classification of Deferred Taxes". This ASU simplifies the presentation of deferred income taxes and requires deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. This ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. This ASU may be applied either prospectively or retrospectively to all periods presented. We are currently evaluating the impact of adopting ASU 2015-17 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 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. |
Basis of Presentation and Sig20
Basis of Presentation and Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 and December 31, 2015 : March 31, 2016 December 31, 2015 Level 1 Assets Money market fund (1) $ 394 $ 57 Level 2 Assets Available-for-sale securities (2) $ 9,600 $ 9,908 (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 March 31, 2016 : Three Months Ended March 31, 2016 2015 Numerator Income from continuing operations $ 7,931 $ 9,849 Discontinued operations — (2,439 ) Plus: Net loss from discontinued operations attributable to noncontrolling interest $ — $ 59 Loss from discontinued operations attributable to Vonage $ — $ (2,380 ) Net income attributable to Vonage $ 7,931 $ 7,469 Denominator Basic weighted average common shares outstanding 214,039 211,844 Dilutive effect of stock options and restricted stock units 10,186 8,745 Diluted weighted average common shares outstanding 224,225 220,589 Basic net income per share Basic net income per share-from continuing operations $ 0.04 $ 0.05 Basic net loss per share-from discontinued operations attributable to Vonage $ — $ (0.01 ) Basic net income per share-net income attributable to Vonage $ 0.04 $ 0.04 Diluted net income per share Diluted net income per share-from continuing operations $ 0.04 $ 0.04 Diluted net loss per share-from discontinued operations attributable to Vonage $ — $ (0.01 ) Diluted net income per share-net income attributable to Vonage $ 0.04 $ 0.03 |
Securities excluded from calculation of diluted earnings per common share because of anti-dilutive effects | For the three months ended March 31, 2016 , the following were excluded from the calculation of diluted earnings per common share because of their anti-dilutive effects: Three Months Ended March 31, 2016 2015 Restricted stock units 9,706 7,545 Stock options 13,300 18,163 23,006 25,708 |
Supplemental Balance Sheet Ac21
Supplemental Balance Sheet Account Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Supplemental Balance Sheet Account Information [Abstract] | |
Supplemental balance sheet account information | Prepaid expenses and other current assets March 31, December 31, 2015 Nontrade receivables $ 1,846 $ 2,113 Services 10,513 8,066 Telecommunications 2,122 3,138 Insurance 442 939 Marketing 2,714 779 Other prepaids 963 624 Prepaid expenses and other current assets $ 18,600 $ 15,659 Property and equipment, net March 31, December 31, 2015 Building (under capital lease) $ 25,709 $ 25,709 Network equipment and computer hardware 94,194 89,025 Leasehold improvements 49,578 48,872 Customer premise equipment 6,716 7,292 Furniture 3,346 2,508 Vehicles 203 214 179,746 173,620 Less: accumulated depreciation and amortization (127,865 ) (124,137 ) Property and equipment, net $ 51,881 $ 49,483 Customer premise equipment, net March 31, December 31, 2015 Customer premise equipment $ 6,716 $ 7,292 Less: accumulated depreciation (2,111 ) (2,068 ) Customer premise equipment, net $ 4,605 $ 5,224 Software, net March 31, December 31, 2015 Purchased $ 66,883 $ 67,248 Licensed 909 909 Internally developed 36,088 36,088 103,880 104,245 Less: accumulated amortization (83,587 ) (83,535 ) Software, net $ 20,293 $ 20,710 Debt related costs, net March 31, December 31, 2015 Debt related costs related to Revolving Credit Facility $ 5,044 $ 5,044 Less: accumulated amortization (3,135 ) (2,991 ) Debt related costs, net $ 1,909 $ 2,053 Restricted cash March 31, December 31, 2015 Letter of credit-lease deposits $ 1,575 $ 2,498 Cash reserves 285 89 Restricted cash $ 1,860 $ 2,587 Intangible assets, net March 31, December 31, 2015 Customer relationships $ 92,609 $ 92,609 Developed technology 75,694 75,694 Patents and patent licenses 20,164 20,164 Trademarks 560 560 Trade names 760 760 Non-compete agreements 2,933 2,933 Intangible assets, gross 192,720 192,720 Customer relationships (25,626 ) (21,777 ) Developed technology (21,685 ) (18,880 ) Patents and patent licenses (12,748 ) (12,066 ) Trademarks (560 ) (543 ) Trade names (315 ) (260 ) Non-compete agreements (1,249 ) (995 ) Less: accumulated amortization (62,183 ) (54,521 ) Customer relationships 66,983 70,832 Developed technology 54,009 56,814 Patents and patent licenses 7,416 8,098 Trademarks — 17 Trade names 445 500 Non-compete agreements 1,684 1,938 Intangible assets, net $ 130,537 $ 138,199 Other assets March 31, December 31, 2015 Long term non-trade receivable 6,623 6,623 Others 2,624 2,980 Other assets $ 9,247 $ 9,603 Accrued expenses March 31, December 31, 2015 Compensation and related taxes and temporary labor $ 21,649 $ 33,196 Marketing 19,501 24,891 Taxes and fees 8,381 11,808 Litigation and settlements 23 23 Telecommunications 7,057 9,111 Other accruals 10,507 11,523 Customer credits 1,631 1,779 Professional fees 2,868 2,080 Accrued interest 21 22 Inventory 620 1,514 Credit card fees 169 180 Accrued expenses $ 72,427 $ 96,127 Accumulated other comprehensive loss March 31, December 31, 2015 Foreign currency translation adjustment (1,678 ) (1,656 ) Unrealized loss on available-for sale securities 1 (21 ) Accumulated other comprehensive loss $ (1,677 ) $ (1,677 ) |
Supplemental Income Statement22
Supplemental Income Statement Account Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Income Statement Related Disclosures [Abstract] | |
Supplemental income statement account information | Amounts included in revenues Three Months Ended March 31, 2016 2015 USF fees $ 19,520 $ 18,515 Disconnect fees, net of credits and bad debt $ 214 $ 202 Initial activation fees $ 368 $ 220 Customer equipment rental $ 1,102 $ 770 Customer equipment fees $ 2,081 $ 1,173 Equipment recovery fees $ 18 $ 15 Shipping and handling fees $ 608 $ 603 Amount included in cost of services Three Months Ended March 31, 2016 2015 USF costs $ 19,530 $ 18,515 Amount included in cost of goods sold Three Months Ended March 31, 2016 2015 Shipping and handling cost $ 1,462 $ 1,285 Amount included in sales and marketing Three Months Ended March 31, 2016 2015 Advertising costs $ 16,879 $ 28,249 Amounts included in general and administrative expense Three Months Ended March 31, 2016 2015 Acquisition related transaction costs $ 93 $ 438 Acquisition related integration costs $ — $ 17 Depreciation and amortization expense Three Months Ended March 31, 2016 2015 Network equipment and computer hardware $ 3,833 $ 2,890 Software 2,729 3,073 Capital leases 550 550 Other leasehold improvements 1,355 1,225 Customer premise equipment 629 460 Furniture 162 95 Vehicles 18 16 Patents 682 311 Trademarks 18 18 Customer relationships 3,849 2,229 Acquired technology 2,805 2,820 Trade names 54 25 Non-compete agreements 254 232 16,938 13,944 Property and equipment impairments 41 1 Software impairments — — Depreciation and amortization expense $ 16,979 $ 13,945 Amount included in interest expense Three Months Ended March 31, 2016 2015 Debt related costs amortization $ 251 $ 238 Amount included in other income (expense), net Three Months Ended March 31, 2016 2015 Net loss resulting from foreign exchange transactions $ 156 $ (567 ) |
Long-Term Note and Revolving 23
Long-Term Note and Revolving Credit Facility (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | A schedule of long-term note and revolving credit facility at March 31, 2016 and December 31, 2015 is as follows: March 31, December 31, 2.50-3.00% Term note - due 2019, net of debt related costs 72,749 76,392 2.50-3.00% Revolving credit facility - due 2019 109,000 119,000 Total Long-term note and revolving credit facility $ 181,749 $ 195,392 |
Future payments under long-term debt obligations | At March 31, 2016 , future payments under term note obligations over each of the next five years and thereafter were as follows: Credit Facility 2016 $ 11,250 2017 15,000 2018 15,000 2019 47,500 Minimum future payments of principal 88,750 Less: unamortized debt related costs 1,001 current portion 15,000 Long-term portion $ 72,749 |
Common Stock (Tables)
Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 three months ended March 31, 2016 and 2015 : Three Months Ended March 31, 2016 (1) 2015 Shares of common stock repurchased 1,653 1,779 Value of common stock repurchased $ 8,008 $ 7,769 (1) including 98 shares, or $441 , of common stock repurchases settled in April 2016; excluding commission of $2 . |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 2015 Revenues $ — $ 33 Operating expenses — 1,648 Loss from discontinued operations — (1,615 ) Loss on disposal, net of taxes — (824 ) Net loss from discontinued operations — (2,439 ) Plus: Net loss from discontinued operations attributable to noncontrolling interest $ — $ 59 Net loss from discontinued operations attributable to Vonage $ — $ (2,380 ) |
Acquisition of Business (Tables
Acquisition of Business (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Business Acquisition [Line Items] | |
Schedule of goodwill | The following table provides a summary of the changes in the carrying amounts of goodwill: Balance at December 31, 2015 $ 222,106 Increase in goodwill related to acquisition of iCore 22 Balance at March 31, 2016 $ 222,128 |
iCore | |
Business Acquisition [Line Items] | |
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 $ 1,014 Accounts receivable 1,492 Inventory 191 Prepaid expenses and other current assets 1,017 Total current assets 3,714 Property and equipment 4,437 Software 281 Intangible assets 38,064 Restricted cash 183 Other assets 195 Total assets acquired 46,874 Liabilities Current liabilities: Accounts payable 3,344 Accrued expenses 3,963 Deferred revenue, current portion 576 Current maturities of capital lease obligations 557 Total current liabilities 8,440 Capital lease obligations, net of current maturities 552 Deferred tax liabilities, net, non-current 8,487 Total liabilities assumed 17,479 Net identifiable assets acquired 29,395 Goodwill 63,294 Total purchase price $ 92,689 |
Intangible assets acquired | The intangible assets as of the closing date of the acquisition included: Amount Customer relationships $ 37,720 Non-compete agreements 104 Trade names 240 $ 38,064 |
Simple Signal | |
Business Acquisition [Line Items] | |
Estimated fair values of assets acquired and liabilities assumed | 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 159 Total current assets 1,111 Property and equipment 979 Software 401 Intangible assets 6,407 Deferred tax assets, non-current 741 Total assets acquired 9,639 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 7,891 Goodwill 17,687 Total purchase price $ 25,578 |
Intangible assets acquired | 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 |
Basis of Presentation and Sig27
Basis of Presentation and Significant Accounting Policies - Narrative (Details) | 3 Months Ended | ||
Mar. 31, 2016USD ($)billing_cycle | Mar. 31, 2015USD ($) | Dec. 31, 2011USD ($) | |
Concentration risk: | |||
Goodwill impairment | $ 0 | ||
General and administrative | $ 26,670,000 | $ 23,234,000 | |
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 | billing_cycle | 3 | ||
Estimated annual effective tax rate | 42.00% | ||
Software impairments | $ 0 | ||
Research and Development Expense | |||
Concentration risk: | |||
General and administrative | $ 4,908,000 | $ 4,055,000 | |
Network equipment | Minimum | |||
Concentration risk: | |||
Useful life of property and equipment | 3 years | ||
Network equipment | Maximum | |||
Concentration risk: | |||
Useful life of property and equipment | 5 years | ||
Customer premise equipment | |||
Concentration risk: | |||
Useful life of property and equipment | 3 years | ||
Software | Minimum | |||
Concentration risk: | |||
Useful life of intangible assets | 2 years | ||
Software | Maximum | |||
Concentration risk: | |||
Useful life of intangible assets | 5 years | ||
Purchased Intangible Assets | Minimum | |||
Concentration risk: | |||
Useful life of intangible assets | 2 years | ||
Purchased Intangible Assets | Maximum | |||
Concentration risk: | |||
Useful life of intangible assets | 10 years | ||
Valuation allowance, operating loss carryforwards | |||
Concentration risk: | |||
Released valuation allowance | $ (325,601,000) | ||
Subscriber Lines | Geographic Concentration Risk | United States | |||
Concentration risk: | |||
Concentration risk | 93.00% |
Basis of Presentation and Sig28
Basis of Presentation and Significant Accounting Policies - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | |
Schedule of Available-for-sale Securities [Line Items] | |||||
Money market fund | $ 35,889 | $ 57,726 | $ 52,224 | $ 40,797 | |
Available-for-sale securities | 9,600 | 9,908 | |||
Level 1 assets | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Money market fund | [1] | 394 | 57 | ||
Level 2 assets | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Available-for-sale securities | [2] | $ 9,600 | $ 9,908 | ||
[1] | Included in cash and cash equivalents on our consolidated balance sheet. | ||||
[2] | Included in marketable securities on our consolidated balance sheet. |
Basis of Presentation and Sig29
Basis of Presentation and Significant Accounting Policies - Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Numerator | ||
Income from continuing operations | $ 7,931 | $ 9,849 |
Discontinued operations | 0 | (2,439) |
Plus: Net loss from discontinued operations attributable to noncontrolling interest | 0 | 59 |
Loss from discontinued operations attributable to Vonage | 0 | (2,380) |
Net income attributable to Vonage | $ 7,931 | $ 7,469 |
Denominator | ||
Basic weighted average common shares outstanding (in shares) | 214,039 | 211,844 |
Dilutive effect of stock options and restricted stock units (in shares) | 10,186 | 8,745 |
Diluted weighted average common shares outstanding (in shares) | 224,225 | 220,589 |
Basic net income per share | ||
Basic net income per share-from continuing operations (USD per share) | $ 0.04 | $ 0.05 |
Basic net loss per share-from discontinued operations attributable to Vonage (USD per share) | 0 | (0.01) |
Basic (USD per share) | 0.04 | 0.04 |
Diluted net income per share | ||
Diluted net income per share-from continuing operations (USD per share) | 0.04 | 0.04 |
Diluted net loss per share-from discontinued operations attributable to Vonage (USD per share) | 0 | (0.01) |
Diluted (USD per share) | $ 0.04 | $ 0.03 |
Basis of Presentation and Sig30
Basis of Presentation and Significant Accounting Policies - Earnings Per Share, Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Earnings per share, antidilutive securities: | ||
Antidilutive securities excluded from earnings per common share | 23,006 | 25,708 |
Restricted stock units | ||
Earnings per share, antidilutive securities: | ||
Antidilutive securities excluded from earnings per common share | 9,706 | 7,545 |
Stock options | ||
Earnings per share, antidilutive securities: | ||
Antidilutive securities excluded from earnings per common share | 13,300 | 18,163 |
Supplemental Balance Sheet Ac31
Supplemental Balance Sheet Account Information Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Prepaid expenses and other current assets: | ||
Nontrade receivables | $ 1,846 | $ 2,113 |
Services | 10,513 | 8,066 |
Telecommunications | 2,122 | 3,138 |
Insurance | 442 | 939 |
Marketing | 2,714 | 779 |
Other prepaids | 963 | 624 |
Prepaid expenses and other current assets | $ 18,600 | $ 15,659 |
Supplemental Balance Sheet Ac32
Supplemental Balance Sheet Account Information Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 179,746 | $ 173,620 |
Less: accumulated depreciation and amortization | (127,865) | (124,137) |
Property and equipment, net | 51,881 | 49,483 |
Building (under capital lease) | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 25,709 | 25,709 |
Network equipment and computer hardware | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 94,194 | 89,025 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 49,578 | 48,872 |
Customer premise equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 6,716 | 7,292 |
Less: accumulated depreciation and amortization | (2,111) | (2,068) |
Property and equipment, net | 4,605 | 5,224 |
Furniture | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,346 | 2,508 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 203 | $ 214 |
Supplemental Balance Sheet Ac33
Supplemental Balance Sheet Account Information Software (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Software: | ||
Software, gross | $ 103,880 | $ 104,245 |
Less: accumulated amortization | (83,587) | (83,535) |
Software, net | 20,293 | 20,710 |
Purchased | ||
Software: | ||
Software, gross | 66,883 | 67,248 |
Licensed | ||
Software: | ||
Software, gross | 909 | 909 |
Internally developed | ||
Software: | ||
Software, gross | $ 36,088 | $ 36,088 |
Supplemental Balance Sheet Ac34
Supplemental Balance Sheet Account Information Debt related costs, net (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Balance Sheet Related Disclosures [Abstract] | ||
Debt related costs related to Revolving Credit Facility | $ 5,044 | $ 5,044 |
Less: accumulated amortization | (3,135) | (2,991) |
Debt related costs, net | $ 1,909 | $ 2,053 |
Supplemental Balance Sheet Ac35
Supplemental Balance Sheet Account Information Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Restricted cash: | ||
Restricted cash | $ 1,860 | $ 2,587 |
Letter of credit-lease deposits | ||
Restricted cash: | ||
Restricted cash | 1,575 | 2,498 |
Cash reserves | ||
Restricted cash: | ||
Restricted cash | $ 285 | $ 89 |
Supplemental Balance Sheet Ac36
Supplemental Balance Sheet Account Information Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Finite-lived intangible assets: | ||
Intangible assets, gross | $ 192,720 | $ 192,720 |
Less: accumulated amortization | (62,183) | (54,521) |
Intangible assets, net | 130,537 | 138,199 |
Customer relationships | ||
Finite-lived intangible assets: | ||
Intangible assets, gross | 92,609 | 92,609 |
Less: accumulated amortization | (25,626) | (21,777) |
Intangible assets, net | 66,983 | 70,832 |
Developed technology | ||
Finite-lived intangible assets: | ||
Intangible assets, gross | 75,694 | 75,694 |
Less: accumulated amortization | (21,685) | (18,880) |
Intangible assets, net | 54,009 | 56,814 |
Patents and patent licenses | ||
Finite-lived intangible assets: | ||
Intangible assets, gross | 20,164 | 20,164 |
Less: accumulated amortization | (12,748) | (12,066) |
Intangible assets, net | 7,416 | 8,098 |
Trademarks | ||
Finite-lived intangible assets: | ||
Intangible assets, gross | 560 | 560 |
Less: accumulated amortization | (560) | (543) |
Intangible assets, net | 0 | 17 |
Trade names | ||
Finite-lived intangible assets: | ||
Intangible assets, gross | 760 | 760 |
Less: accumulated amortization | (315) | (260) |
Intangible assets, net | 445 | 500 |
Non-compete agreements | ||
Finite-lived intangible assets: | ||
Intangible assets, gross | 2,933 | 2,933 |
Less: accumulated amortization | (1,249) | (995) |
Intangible assets, net | $ 1,684 | $ 1,938 |
Supplemental Balance Sheet Ac37
Supplemental Balance Sheet Account Information Other Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Balance Sheet Related Disclosures [Abstract] | ||
Long term non-trade receivable | $ 6,623 | $ 6,623 |
Others | 2,624 | 2,980 |
Other assets | $ 9,247 | $ 9,603 |
Supplemental Balance Sheet Ac38
Supplemental Balance Sheet Account Information Accrued expense (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Balance Sheet Related Disclosures [Abstract] | ||
Compensation and related taxes and temporary labor | $ 21,649 | $ 33,196 |
Marketing | 19,501 | 24,891 |
Taxes and fees | 8,381 | 11,808 |
Litigation and settlements | 23 | 23 |
Telecommunications | 7,057 | 9,111 |
Other accruals | 10,507 | 11,523 |
Customer credits | 1,631 | 1,779 |
Professional fees | 2,868 | 2,080 |
Accrued interest | 21 | 22 |
Inventory | 620 | 1,514 |
Credit card fees | 169 | 180 |
Accrued expenses | $ 72,427 | $ 96,127 |
Supplemental Balance Sheet Ac39
Supplemental Balance Sheet Account Information Accumulated other comprehensive loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Balance Sheet Related Disclosures [Abstract] | ||
Foreign currency translation adjustment | $ (1,678) | $ (1,656) |
Unrealized loss on available-for sale securities | 1 | (21) |
Accumulated other comprehensive loss | $ (1,677) | $ (1,677) |
Supplemental Income Statement40
Supplemental Income Statement Account Information - Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement Related Disclosures [Abstract] | ||
USF fees | $ 19,520 | $ 18,515 |
Disconnect fees, net of credits and bad debt | 214 | 202 |
Initial activation fees | 368 | 220 |
Customer equipment rental | 1,102 | 770 |
Customer equipment fees | 2,081 | 1,173 |
Equipment recovery fees | 18 | 15 |
Shipping and handling fees | $ 608 | $ 603 |
Supplemental Income Statement41
Supplemental Income Statement Account Information - Cost of Services (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Direct cost of telephony services | ||
Supplemental Income Statement Information [Line Items] | ||
USF costs | $ 19,530 | $ 18,515 |
Supplemental Income Statement42
Supplemental Income Statement Account Information - Cost of Goods Sold (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Direct cost of goods sold | ||
Supplemental Income Statement Information [Line Items] | ||
Shipping and handling cost | $ 1,462 | $ 1,285 |
Supplemental Income Statement43
Supplemental Income Statement Account Information - Sales and Marketing (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Sales and Marketing | ||
Supplemental Income Statement Information [Line Items] | ||
Advertising costs | $ 16,879 | $ 28,249 |
Supplemental Income Statement44
Supplemental Income Statement Account Information - General and Administrative (Details) - General and administrative expense - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Supplemental Income Statement Information [Line Items] | ||
Acquisition related transaction costs | $ 93 | $ 438 |
Acquisition related integration costs | $ 0 | $ 17 |
Supplemental Income Statement45
Supplemental Income Statement Account Information - Deprecation and Amortization Expense (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Supplemental Income Statement Information [Line Items] | ||
Software impairments | $ 0 | |
Depreciation and amortization | 16,979,000 | $ 13,945,000 |
Depreciation and amortization expense | ||
Supplemental Income Statement Information [Line Items] | ||
Depreciation and amortization expense, excluding impairments | 16,938,000 | 13,944,000 |
Depreciation and amortization | 16,979,000 | 13,945,000 |
Depreciation and amortization expense | Network equipment and computer hardware | ||
Supplemental Income Statement Information [Line Items] | ||
Depreciation and amortization expense, excluding impairments | 3,833,000 | 2,890,000 |
Depreciation and amortization expense | Software | ||
Supplemental Income Statement Information [Line Items] | ||
Depreciation and amortization expense, excluding impairments | 2,729,000 | 3,073,000 |
Depreciation and amortization expense | Capital leases | ||
Supplemental Income Statement Information [Line Items] | ||
Depreciation and amortization expense, excluding impairments | 550,000 | 550,000 |
Depreciation and amortization expense | Leasehold improvements | ||
Supplemental Income Statement Information [Line Items] | ||
Depreciation and amortization expense, excluding impairments | 1,355,000 | 1,225,000 |
Depreciation and amortization expense | Customer premise equipment | ||
Supplemental Income Statement Information [Line Items] | ||
Depreciation and amortization expense, excluding impairments | 629,000 | 460,000 |
Depreciation and amortization expense | Furniture | ||
Supplemental Income Statement Information [Line Items] | ||
Depreciation and amortization expense, excluding impairments | 162,000 | 95,000 |
Depreciation and amortization expense | Vehicles | ||
Supplemental Income Statement Information [Line Items] | ||
Depreciation and amortization expense, excluding impairments | 18,000 | 16,000 |
Depreciation and amortization expense | Property and equipment impairments | ||
Supplemental Income Statement Information [Line Items] | ||
Property and equipment impairments | 41,000 | 1,000 |
Software | Depreciation and amortization expense | ||
Supplemental Income Statement Information [Line Items] | ||
Software impairments | 0 | 0 |
Patents | Depreciation and amortization expense | ||
Supplemental Income Statement Information [Line Items] | ||
Depreciation and amortization expense, excluding impairments | 682,000 | 311,000 |
Trademarks | Depreciation and amortization expense | ||
Supplemental Income Statement Information [Line Items] | ||
Depreciation and amortization expense, excluding impairments | 18,000 | 18,000 |
Customer relationships | Depreciation and amortization expense | ||
Supplemental Income Statement Information [Line Items] | ||
Depreciation and amortization expense, excluding impairments | 3,849,000 | 2,229,000 |
Developed technology | Depreciation and amortization expense | ||
Supplemental Income Statement Information [Line Items] | ||
Depreciation and amortization expense, excluding impairments | 2,805,000 | 2,820,000 |
Trade names | Depreciation and amortization expense | ||
Supplemental Income Statement Information [Line Items] | ||
Depreciation and amortization expense, excluding impairments | 54,000 | 25,000 |
Non-compete agreements | Depreciation and amortization expense | ||
Supplemental Income Statement Information [Line Items] | ||
Depreciation and amortization expense, excluding impairments | $ 254,000 | $ 232,000 |
Supplemental Income Statement46
Supplemental Income Statement Account Information - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Supplemental Income Statement Information [Line Items] | ||
Amortization of debt related costs | $ 251 | $ 238 |
Interest expense | ||
Supplemental Income Statement Information [Line Items] | ||
Amortization of debt related costs | $ 251 | $ 238 |
Supplemental Income Statement47
Supplemental Income Statement Account Information - Other Income (Expense), Net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Other expense, net | ||
Supplemental Income Statement Information [Line Items] | ||
Net loss resulting from foreign exchange transactions | $ 156 | $ (567) |
Long-Term Note and Revolving 48
Long-Term Note and Revolving Credit Facility Long-term Debt (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Total Long-term note and revolving credit facility | $ 181,749 | $ 195,392 | |
Secured debt | 2015 Credit Facility | |||
Debt Instrument [Line Items] | |||
Total Long-term note and revolving credit facility | $ 72,749 | 76,392 | |
Interest rate, minimum | 2.50% | 2.50% | |
Interest rate, maximum | 3.00% | 3.00% | |
Secured debt | 2015 Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Total Long-term note and revolving credit facility | $ 109,000 | $ 119,000 | |
Interest rate, minimum | 2.50% | 2.50% | |
Interest rate, maximum | 3.00% | 3.00% |
Long-Term Note and Revolving 49
Long-Term Note and Revolving Credit Facility Future Payment Under Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Less: unamortized debt related costs | $ 1,909 | $ 2,053 |
Current portion of notes payables | 15,000 | $ 15,000 |
Secured debt | 2015 Credit Facility | ||
Debt Instrument [Line Items] | ||
2,016 | 11,250 | |
2,017 | 15,000 | |
2,018 | 15,000 | |
2,019 | 47,500 | |
Minimum future payments of principal | 88,750 | |
Less: unamortized debt related costs | 1,001 | |
Current portion of notes payables | 15,000 | |
Long-term portion | $ 72,749 |
Long-Term Note and Revolving 50
Long-Term Note and Revolving Credit Facility Narrative (Detail) - USD ($) | Aug. 31, 2015 | Jul. 27, 2015 | Apr. 01, 2015 | Dec. 15, 2014 | Aug. 13, 2014 | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||||||
Debt related costs related to Revolving Credit Facility | $ 5,044,000 | $ 5,044,000 | |||||
Secured debt | 2015 Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Duration of interest period used to determine interest rate | 3 months | ||||||
Prepayment percentage of net cash proceeds from disposition of assets | 100.00% | ||||||
Prepayment percentage of net cash proceeds received in connection with other non-ordinary course transaction | 100.00% | ||||||
Additional borrowing capacity allowed | $ 90,000 | ||||||
Secured debt | 2015 Credit Facility | LIBOR, Consolidated Leverage Ratio greater than or equal to .75 to 1.00 and less than 1.50 to 1.00 | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2.75% | ||||||
Secured debt | 2015 Credit Facility | LIBOR, Consolidated Leverage Ratio less than .75 to 1.00 | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2.50% | ||||||
Secured debt | 2015 Credit Facility | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Description of variable rate basis | LIBOR | ||||||
Secured debt | 2015 Credit Facility | LIBOR, consolidated leverage ratio greater than or equal to 1.50 to 1.00 | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 3.00% | ||||||
Secured debt | 2015 Credit Facility | Base rate | |||||||
Debt Instrument [Line Items] | |||||||
Description of variable rate basis | base rate | ||||||
Secured debt | 2015 Credit Facility | Federal Funds effective rate | |||||||
Debt Instrument [Line Items] | |||||||
Description of variable rate basis | federal funds effective rate | ||||||
Basis spread on variable rate | 0.50% | ||||||
Secured debt | 2015 Credit Facility | LIBOR applicable to one month interest periods | |||||||
Debt Instrument [Line Items] | |||||||
Description of variable rate basis | LIBO rate applicable to one month interest periods | ||||||
Percentage in addition to basis spread on variable rate | 1.00% | ||||||
Secured debt | 2015 Credit Facility | LIBOR applicable to one month interest periods, conolidated leverage ratio less than .75 to 1.00 | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.50% | ||||||
Secured debt | 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 | |||||||
Debt Instrument [Line Items] | |||||||
Consolidated leverage ratio limit | 75.00% | ||||||
Basis spread on variable rate | 1.75% | ||||||
Secured debt | 2015 Credit Facility | LIBOR applicable to one month interest periods, consolidated levarage ratio greater than or equal to 1.50 to 1.00 | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2.00% | ||||||
Secured debt | 2015 Credit Facility and Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from the issuance of debt | $ 167,000,000 | ||||||
Secured debt | 2014 Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from the issuance of debt | $ 90,000,000 | ||||||
Duration of interest period used to determine interest rate | 3 months | ||||||
Prepayment percentage of net cash proceeds from disposition of assets | 100.00% | ||||||
Prepayment percentage of net cash proceeds received in connection with other non-ordinary course transaction | 100.00% | ||||||
Additional borrowing capacity allowed | $ 60,000,000 | ||||||
Secured debt | 2014 Credit Facility | LIBOR, Consolidated Leverage Ratio greater than or equal to .75 to 1.00 and less than 1.50 to 1.00 | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 3.125% | ||||||
Secured debt | 2014 Credit Facility | LIBOR, Consolidated Leverage Ratio less than .75 to 1.00 | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2.875% | ||||||
Secured debt | 2014 Credit Facility | LIBOR, consolidated leverage ratio greater than or equal to 1.50 to 1.00 | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 3.375% | ||||||
Secured debt | 2014 Credit Facility | Base rate | |||||||
Debt Instrument [Line Items] | |||||||
Description of variable rate basis | base rate | ||||||
Secured debt | 2014 Credit Facility | Federal Funds effective rate | |||||||
Debt Instrument [Line Items] | |||||||
Description of variable rate basis | federal funds effective rate | ||||||
Basis spread on variable rate | 0.50% | ||||||
Secured debt | 2014 Credit Facility | LIBOR applicable to one month interest periods | |||||||
Debt Instrument [Line Items] | |||||||
Description of variable rate basis | LIBO rate applicable to one month interest periods | ||||||
Percentage in addition to basis spread on variable rate | 1.00% | ||||||
Secured debt | 2014 Credit Facility | LIBOR applicable to one month interest periods, conolidated leverage ratio less than .75 to 1.00 | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.875% | ||||||
Secured debt | 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 | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2.125% | ||||||
Secured debt | 2014 Credit Facility | LIBOR applicable to one month interest periods, consolidated levarage ratio greater than or equal to 1.50 to 1.00 | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2.375% | ||||||
Senior Secured Term Loan | Secured debt | 2015 Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit, maximum borrowing capacity | 100,000,000 | ||||||
Debt related costs related to Revolving Credit Facility | 602,000 | ||||||
Periodic payment | 3,750,000 | 3,750,000 | 7,500,000 | ||||
Senior Secured Term Loan | Secured debt | 2015 Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt related costs related to Revolving Credit Facility | 1,405,000 | ||||||
Periodic payment | $ 10,000,000 | $ 30,000,000 | |||||
Senior Secured Term Loan | Secured debt | 2015 Credit Facility and Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt related costs related to Revolving Credit Facility | 2,007,000 | ||||||
Senior Secured Term Loan | Secured debt | 2014 Credit Facility and Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt related costs related to Revolving Credit Facility | 1,628,000 | ||||||
Senior Secured Term Loan | Secured debt | 2014 Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit, maximum borrowing capacity | $ 100,000,000 | ||||||
Debt related costs related to Revolving Credit Facility | 733,000 | 1,910,000 | |||||
Periodic payment | 5,000,000 | ||||||
Senior Secured Term Loan | Secured debt | 2013 Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt related costs related to Revolving Credit Facility | 668,000 | ||||||
Senior Secured Term Loan | Secured debt | 2014 Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt related costs related to Revolving Credit Facility | 895,000 | ||||||
Revolving Credit Facility | Secured debt | 2015 Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit, maximum borrowing capacity | $ 250,000,000 | ||||||
Line of credit facility, commitment fee percentage | 0.40% | ||||||
Revolving Credit Facility | Secured debt | 2014 Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit, maximum borrowing capacity | $ 125,000,000 | ||||||
Line of credit facility, commitment fee percentage | 0.40% | ||||||
Revolving Credit Facility | Secured debt | 2014 Credit Facility | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Description of variable rate basis | LIBOR | ||||||
Loans payable | Secured debt | 2015 Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Additional interest rate applied in the event of default | 2.00% | ||||||
Loans payable | Secured debt | 2014 Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Additional interest rate applied in the event of default | 2.00% | ||||||
iCore | |||||||
Debt Instrument [Line Items] | |||||||
Payments to acquire businesses, borrowing from revolving credit facility | $ 82,000,000 | ||||||
Simple Signal | |||||||
Debt Instrument [Line Items] | |||||||
Payments to acquire businesses, borrowing from revolving credit facility | $ 20,000,000 | ||||||
Telesphere | |||||||
Debt Instrument [Line Items] | |||||||
Payments to acquire businesses, borrowing from revolving credit facility | $ 67,000,000 | ||||||
Minimum | Secured debt | 2015 Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Cash requirement for financial covenants | $ 25,000,000 | ||||||
Minimum | Secured debt | 2015 Credit Facility | LIBOR, Consolidated Leverage Ratio greater than or equal to .75 to 1.00 and less than 1.50 to 1.00 | |||||||
Debt Instrument [Line Items] | |||||||
Consolidated leverage ratio limit | 75.00% | ||||||
Minimum | Secured debt | 2015 Credit Facility | LIBOR, consolidated leverage ratio greater than or equal to 1.50 to 1.00 | |||||||
Debt Instrument [Line Items] | |||||||
Consolidated leverage ratio limit | 150.00% | ||||||
Minimum | Secured debt | 2015 Credit Facility | LIBOR applicable to one month interest periods, consolidated levarage ratio greater than or equal to 1.50 to 1.00 | |||||||
Debt Instrument [Line Items] | |||||||
Consolidated leverage ratio limit | 150.00% | ||||||
Minimum | Secured debt | 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 | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, commitment fee percentage | 0.375% | ||||||
Consolidated leverage ratio limit | 75.00% | ||||||
Minimum | Secured debt | 2014 Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Cash requirement for financial covenants | $ 25,000,000 | ||||||
Minimum | Secured debt | 2014 Credit Facility | LIBOR, Consolidated Leverage Ratio greater than or equal to .75 to 1.00 and less than 1.50 to 1.00 | |||||||
Debt Instrument [Line Items] | |||||||
Consolidated leverage ratio limit | 75.00% | ||||||
Minimum | Secured debt | 2014 Credit Facility | LIBOR, consolidated leverage ratio greater than or equal to 1.50 to 1.00 | |||||||
Debt Instrument [Line Items] | |||||||
Consolidated leverage ratio limit | 150.00% | ||||||
Minimum | Secured debt | 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 | |||||||
Debt Instrument [Line Items] | |||||||
Consolidated leverage ratio limit | 75.00% | ||||||
Minimum | Secured debt | 2014 Credit Facility | LIBOR applicable to one month interest periods, consolidated levarage ratio greater than or equal to 1.50 to 1.00 | |||||||
Debt Instrument [Line Items] | |||||||
Consolidated leverage ratio limit | 150.00% | ||||||
Maximum | Secured debt | 2015 Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
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 | ||||||
Maximum | Secured debt | 2015 Credit Facility | LIBOR, Consolidated Leverage Ratio greater than or equal to .75 to 1.00 and less than 1.50 to 1.00 | |||||||
Debt Instrument [Line Items] | |||||||
Consolidated leverage ratio limit | 150.00% | ||||||
Maximum | Secured debt | 2015 Credit Facility | LIBOR, Consolidated Leverage Ratio less than .75 to 1.00 | |||||||
Debt Instrument [Line Items] | |||||||
Consolidated leverage ratio limit | 75.00% | ||||||
Maximum | Secured debt | 2015 Credit Facility | LIBOR applicable to one month interest periods, conolidated leverage ratio less than .75 to 1.00 | |||||||
Debt Instrument [Line Items] | |||||||
Consolidated leverage ratio limit | 75.00% | ||||||
Maximum | Secured debt | 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 | |||||||
Debt Instrument [Line Items] | |||||||
Consolidated leverage ratio limit | 150.00% | ||||||
Maximum | Secured debt | 2015 Credit Facility | Consolidated leverage ratio limited step-up to 2.75 to 1.00 | |||||||
Debt Instrument [Line Items] | |||||||
Consolidated leverage ratio permitted by financial covenants | 275.00% | ||||||
Maximum | Secured debt | 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 | |||||||
Debt Instrument [Line Items] | |||||||
Consolidated leverage ratio limit | 150.00% | ||||||
Maximum | Secured debt | 2015 Revolving Credit Facility | LIBOR, Consolidated Leverage Ratio less than .75 to 1.00 | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, commitment fee percentage | 0.35% | ||||||
Consolidated leverage ratio limit | 75.00% | ||||||
Maximum | Secured debt | 2014 Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
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 | ||||||
Maximum | Secured debt | 2014 Credit Facility | LIBOR, Consolidated Leverage Ratio greater than or equal to .75 to 1.00 and less than 1.50 to 1.00 | |||||||
Debt Instrument [Line Items] | |||||||
Consolidated leverage ratio limit | 150.00% | ||||||
Maximum | Secured debt | 2014 Credit Facility | LIBOR, Consolidated Leverage Ratio less than .75 to 1.00 | |||||||
Debt Instrument [Line Items] | |||||||
Consolidated leverage ratio limit | 75.00% | ||||||
Maximum | Secured debt | 2014 Credit Facility | LIBOR applicable to one month interest periods, conolidated leverage ratio less than .75 to 1.00 | |||||||
Debt Instrument [Line Items] | |||||||
Consolidated leverage ratio limit | 75.00% | ||||||
Maximum | Secured debt | 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 | |||||||
Debt Instrument [Line Items] | |||||||
Consolidated leverage ratio limit | 150.00% | ||||||
JP Morgan Chase Bank, N.A. | Secured debt | 2015 Credit Facility | Prime rate | |||||||
Debt Instrument [Line Items] | |||||||
Description of variable rate basis | prime rate | ||||||
JP Morgan Chase Bank, N.A. | Secured debt | 2014 Credit Facility | Prime rate | |||||||
Debt Instrument [Line Items] | |||||||
Description of variable rate basis | prime rate |
Common Stock - Common Stock Rep
Common Stock - Common Stock Repurchases (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Class of Stock [Line Items] | |||
Value of common stock repurchased | $ 8,033 | ||
Common stock repurchases | $ 443 | $ 285 | |
100,000 repurchase program, 12/9/14 | Common Stock | |||
Class of Stock [Line Items] | |||
Shares of common stock repurchased | 1,653 | [1] | 1,779 |
Value of common stock repurchased | $ 8,008 | [1] | $ 7,769 |
Shares of settled common stock repurchased | 98 | ||
Common stock repurchases | $ 441 | ||
Commission costs on shares repurchased | $ 2 | ||
[1] | including 98 shares, or $441, of common stock repurchases settled in April 2016; excluding commission of $2. |
Common Stock - Narrative (Detai
Common Stock - Narrative (Details) | Dec. 09, 2014USD ($) | Jun. 07, 2012 | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Feb. 12, 2013USD ($) | Feb. 07, 2013USD ($) | Jul. 25, 2012USD ($) |
Common stock repurchases: | |||||||
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 | ||||||
Conversion of common to preferred shares under declared dividend right | 1 | ||||||
Maximum ownership percentage limit under the NOL Rights Agreement in which significant dilution would be imposed | 4.90% | ||||||
Common Stock | $50,000 repurchase program | |||||||
Common stock repurchases: | |||||||
Authorized amount of stock repurchased | $ 50,000,000 | $ 50,000,000 | |||||
Remaining authorized amount of stock repurchased program | $ 16,682,000 | ||||||
Common Stock | $100,000 repurchase program | |||||||
Common stock repurchases: | |||||||
Authorized amount of stock repurchased | $ 100,000,000 | $ 100,000,000 | |||||
Stock repurchase program, period in force | 4 years | ||||||
Remaining authorized amount of stock repurchased program | $ 219,000 | ||||||
Common Stock | 100,000 repurchase program, 12/9/14 | |||||||
Common stock repurchases: | |||||||
Authorized amount of stock repurchased | $ 100,000,000 | ||||||
Remaining authorized amount of stock repurchased program | $ 76,797,000 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands | Feb. 11, 2013Defendant | Aug. 17, 2011Defendant | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jan. 25, 2012claim |
Loss Contingencies [Line Items] | |||||
Restricted cash | $ 1,860 | $ 2,587 | |||
Purchase obligation, remainder of fiscal year | 100 | ||||
Purchase obligation, due in year two | 300 | ||||
Purchase obligation, due in year three | 300 | ||||
Purchase obligation, due in year four | 300 | ||||
Reserve for potential tax liability pending new requirements from state or municipal agencies | 3,015 | ||||
Estimated maximum potential exposure for retroactive tax assessments | 4,000 | ||||
Letter of credit | |||||
Loss Contingencies [Line Items] | |||||
Restricted cash | $ 1,575 | $ 2,498 | |||
Threatened Litigation | Bear Creek Litigation Case | Patent Claims | |||||
Loss Contingencies [Line Items] | |||||
Number of defendants | Defendant | 1 | ||||
Pending claims | claim | 12 | ||||
Threatened Litigation | RPost Holdings Inc. Litigation Case | Patent Claims | |||||
Loss Contingencies [Line Items] | |||||
Number of defendants | Defendant | 27 |
Noncontrolling Interest and R54
Noncontrolling Interest and Redeemable Noncontrolling Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | 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 | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Loss from discontinued operations | $ 0 | $ (1,615) | |
Loss on disposal, net of taxes | 0 | (824) | $ (824) |
Discontinued operations | 0 | (2,439) | |
Plus: Net loss from discontinued operations attributable to noncontrolling interest | 0 | 59 | |
Loss from discontinued operations attributable to Vonage | 0 | (2,380) | |
Subsidiaries | Brazil | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Revenues | 0 | 33 | |
Operating expenses | 0 | 1,648 | |
Loss from discontinued operations | 0 | (1,615) | |
Loss on disposal, net of taxes | 0 | (824) | |
Discontinued operations | 0 | (2,439) | |
Plus: Net loss from discontinued operations attributable to noncontrolling interest | 0 | 59 | |
Loss from discontinued operations attributable to Vonage | $ 0 | $ (2,380) |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Loss on disposal, net of taxes | $ 0 | $ 824 | $ 824 |
Net tax benefit related to the write-off | 1,058 | ||
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 |
Acquisition of Business Narrati
Acquisition of Business Narrative (Details) - USD ($) shares in Thousands, $ in Thousands | Aug. 31, 2015 | Apr. 01, 2015 | Dec. 31, 2015 |
iCore | |||
Business Acquisition [Line Items] | |||
Payments to Acquire Businesses, Gross | $ 92,689 | ||
Payments to acquire businesses, cash on hand | 10,689 | ||
Payments to acquire businesses, borrowing from revolving credit facility | 82,000 | ||
Payments to acquire businesses, escrow deposit | $ 9,200 | ||
Acquisition and integration related costs | $ 1,353 | ||
Period from acquisition date to finalize valuations for assets acquired and liabilities assumed | 1 year | ||
Deferred tax liabilities, net, non-current | $ 12,944 | ||
Intangible assets | 38,064 | ||
Deferred tax assets, operating loss carryforwards | 4,457 | ||
Intangible assets acquired | $ 38,064 | ||
Simple Signal | |||
Business Acquisition [Line Items] | |||
Payments to Acquire Businesses, Gross | $ 20,000 | ||
Payments to acquire businesses, borrowing from revolving credit facility | 20,000 | ||
Payments to acquire businesses, escrow deposit | $ 2,356 | ||
Acquisition and integration related costs | $ 470 | ||
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 | 3,182 | ||
Business Combination, Consideration Transferred | $ 25,578 | ||
Business acquisition, equity interest issued or Issuable (in shares) | 1,111 | ||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 5,578 | ||
Business combination, consideration transferred, equity interests issued and issuable, escrow deposit | 1,144 | ||
Intangible assets acquired | $ 6,407 | ||
Customer relationships | iCore | |||
Business Acquisition [Line Items] | |||
Useful life of intangible assets | 10 years | ||
Intangible assets acquired | $ 37,720 | ||
Customer relationships | Simple Signal | |||
Business Acquisition [Line Items] | |||
Useful life of intangible assets | 10 years | ||
Intangible assets acquired | $ 5,090 | ||
Developed technology | iCore | |||
Business Acquisition [Line Items] | |||
Useful life of intangible assets | 8 years | ||
Developed technology | Simple Signal | |||
Business Acquisition [Line Items] | |||
Useful life of intangible assets | 8 years | ||
Intangible assets acquired | $ 994 | ||
Non-compete agreements | iCore | |||
Business Acquisition [Line Items] | |||
Useful life of intangible assets | 2 years | ||
Intangible assets acquired | $ 104 | ||
Non-compete agreements | Simple Signal | |||
Business Acquisition [Line Items] | |||
Useful life of intangible assets | 2 years | ||
Intangible assets acquired | $ 303 | ||
Purchased Intangible Assets | Simple Signal | |||
Business Acquisition [Line Items] | |||
Deferred tax liabilities, net, non-current | $ 2,441 |
Acquisition of Business Assets
Acquisition of Business Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Aug. 31, 2015 | Apr. 01, 2015 |
Current assets: | ||||
Restricted cash | $ 1,860 | $ 2,587 | ||
Deferred tax assets, non-current | 195,148 | 202,587 | ||
Current liabilities: | ||||
Current maturities of capital lease obligations | 4,521 | 4,398 | ||
Capital lease obligations, net of current maturities | 2,265 | 3,363 | ||
Goodwill | $ 222,128 | $ 222,106 | ||
iCore | ||||
Current assets: | ||||
Cash and cash equivalents | $ 1,014 | |||
Accounts receivable | 1,492 | |||
Inventory | 191 | |||
Prepaid expenses and other current assets | 1,017 | |||
Total current assets | 3,714 | |||
Property and equipment | 4,437 | |||
Software | 281 | |||
Restricted cash | 183 | |||
Intangible assets | 38,064 | |||
Other assets | 195 | |||
Total assets acquired | 46,874 | |||
Current liabilities: | ||||
Accounts payable | 3,344 | |||
Accrued expenses | 3,963 | |||
Deferred revenue, current portion | 576 | |||
Current maturities of capital lease obligations | 557 | |||
Total current liabilities | 8,440 | |||
Capital lease obligations, net of current maturities | 552 | |||
Deferred tax liabilities, net, non-current | 8,487 | |||
Total liabilities assumed | 17,479 | |||
Net identifiable assets acquired | 29,395 | |||
Goodwill | 63,294 | |||
Total purchase price | $ 92,689 | |||
Simple Signal | ||||
Current assets: | ||||
Cash and cash equivalents | $ 53 | |||
Accounts receivable | 832 | |||
Inventory | 67 | |||
Prepaid expenses and other current assets | 159 | |||
Total current assets | 1,111 | |||
Property and equipment | 979 | |||
Software | 401 | |||
Intangible assets | 6,407 | |||
Deferred tax assets, non-current | 741 | |||
Total assets acquired | 9,639 | |||
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 | 7,891 | |||
Goodwill | 17,687 | |||
Total purchase price | $ 25,578 |
Acquisition of Business Intangi
Acquisition of Business Intangible Assets Acquired (Details) - USD ($) $ in Thousands | Aug. 31, 2015 | Apr. 01, 2015 |
Simple Signal | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | $ 6,407 | |
Simple Signal | Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | 5,090 | |
Simple Signal | Developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | 994 | |
Simple Signal | Non-compete agreements | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | 303 | |
Simple Signal | Trade names | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | $ 20 | |
iCore | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | $ 38,064 | |
iCore | Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | 37,720 | |
iCore | Non-compete agreements | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | 104 | |
iCore | Trade names | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | $ 240 |
Acquisition of Business Goodwil
Acquisition of Business Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 222,106 |
Goodwill, ending balance | 222,128 |
iCore | |
Goodwill [Roll Forward] | |
Increase in goodwill related to acquisitions | $ 22 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) - Forecast - Nexmo | May. 05, 2016USD ($) |
Subsequent Event [Line Items] | |
Merger Agreement, expected cash and stock be to paid | $ 230,000,000 |
Merger Agreement, consideration expected to be paid in cash, percent | 75.00% |
Merger Agreement, consideration expected to be paid in stock, percent | 25.00% |
Merger Agreement, maximum consideration to be paid in cash, percent | 100.00% |
Merger Agreement, consideration to be paid in stock if maximum cash option taken, percent | 0.00% |
Merger Agreement, expected consideration to be transferred | $ 195,000,000 |
Merger Agreement, expected consideration to be in cash | 159,000,000 |
Merger Agreement, expected consideration to be in stock | 36,000,000 |
Merger Agreement, consideration to be paid in restricted cash and stock | 35,000,000 |
Merger Agreement, contingent considerations, potential future performance achievement | $ 20,000 |