Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Jan. 31, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity File Number | 001-32887 | ||
Entity Registrant Name | VONAGE HOLDINGS CORP | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 11-3547680 | ||
Entity Address, Address Line One | 23 Main Street | ||
Entity Address, City or Town | Holmdel | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 07733 | ||
City Area Code | 732 | ||
Local Phone Number | 528-2600 | ||
Title of 12(b) Security | Common Stock, Par Value $0.001 Per Share | ||
Trading Symbol | VG | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3,424,586,344 | ||
Entity Common Stock, Shares Outstanding (in shares) | 254,055,494 | ||
Entity Central Index Key | 0001272830 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | Deloitte & Touche LLP |
Auditor Firm ID | 34 |
Auditor Location | Parsippany, New Jersey |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 18,342 | $ 43,078 |
Accounts receivable, net of allowance $5,299 of and $8,878, respectively | 147,622 | 116,304 |
Deferred customer acquisition costs, current portion | 23,961 | 18,161 |
Prepaid expenses | 33,875 | 32,131 |
Other current assets | 3,513 | 6,230 |
Total current assets | 227,313 | 215,904 |
Property and equipment, net of accumulated depreciation of $130,053 and $117,761, respectively | 24,334 | 31,621 |
Operating Lease, Right-of-Use Asset | 31,855 | 29,330 |
Goodwill | 615,134 | 624,328 |
Software, net of accumulated amortization of $140,565 and $111,642, respectively | 106,516 | 80,638 |
Capitalized Contract Cost, Net, Noncurrent | 77,442 | 67,529 |
Restricted cash | 1,967 | 1,919 |
Intangible assets, net of accumulated amortization of $312,677 and $275,346, respectively | 161,134 | 204,267 |
Deferred Income Tax Assets, Net | 109,087 | 106,374 |
Other assets | 33,362 | 33,926 |
Total assets | 1,388,144 | 1,395,836 |
Current liabilities: | ||
Accounts payable | 39,662 | 17,464 |
Accrued expenses | 186,835 | 158,080 |
Deferred revenue, current portion | 61,420 | 65,506 |
Capital Lease Obligations, Current | 10,393 | 11,554 |
Total current liabilities | 298,310 | 252,604 |
Indebtedness under revolving credit facility | 130,500 | 215,500 |
Convertible Notes Payable | 305,609 | 290,784 |
Operating Lease, Liability, Noncurrent | 32,663 | 31,019 |
Other liabilities | 3,341 | 3,155 |
Total liabilities | 770,423 | 793,062 |
Commitments and Contingencies (Note 15) | 0 | 0 |
Stockholders’ Equity | ||
Common stock, par value $0.001 per share; 596,950 shares authorized at December 31, 2021 and 2020; 331,330 and 323,815 shares issued at December 31, 2021 and 2020, respectively; 254,006 and 248,974 shares outstanding at December 31, 2021 and 2020, respectively | 331 | 324 |
Additional paid-in capital | 1,646,725 | 1,554,574 |
Accumulated deficit | (691,718) | (667,221) |
Treasury stock, at cost, 77,324 shares at December 31, 2021 and 74,841 shares at December 31, 2020 | (359,068) | (320,891) |
Accumulated other comprehensive income | 21,451 | 35,988 |
Total stockholders’ equity | 617,721 | 602,774 |
Total liabilities and stockholders’ equity | $ 1,388,144 | $ 1,395,836 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 5,299 | $ 8,878 |
Accumulated Depreciation, Property, Plant, and Equipment | 130,053 | 117,761 |
Accumulated Amortization, Software | 140,565 | 111,642 |
Accumulated Amortization, Intangible Assets | $ 312,677 | $ 275,346 |
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 596,950 | 596,950 |
Common stock, shares issued | 331,330 | 323,815 |
Common stock, shares outstanding | 254,006 | 248,974 |
Treasury stock, shares | 77,324 | 74,841 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Service, access and product revenues | $ 1,339,063 | $ 1,185,357 | $ 1,106,472 |
USF revenues | 69,952 | 62,577 | 82,874 |
Total revenues | 1,409,015 | 1,247,934 | 1,189,346 |
Operating Expenses: | |||
Service, access and product cost of revenues (excluding depreciation and amortization) | 624,557 | 490,946 | 428,210 |
USF cost of revenues | 69,952 | 62,577 | 82,874 |
Sales and marketing | 335,217 | 342,053 | 363,111 |
Engineering and development | 80,667 | 81,484 | 69,460 |
General and administrative | 202,461 | 182,106 | 152,672 |
Depreciation and amortization | 88,780 | 88,917 | 86,256 |
Total operating expenses | 1,401,634 | 1,248,083 | 1,182,583 |
Income (Loss) from operations | 7,381 | (149) | 6,763 |
Other Income (Expense): | |||
Interest expense | (28,348) | (32,160) | (32,821) |
Other income (expense), net | 905 | 314 | (50) |
Total other income (expense), net | (27,443) | (31,846) | (32,871) |
Loss before income taxes | (20,062) | (31,995) | (26,108) |
Income tax (expense) benefit | (4,435) | (4,217) | 6,626 |
Net loss: | $ (24,497) | $ (36,212) | $ (19,482) |
Loss per common share: | |||
Earnings Per Share, Basic and Diluted | $ (0.10) | $ (0.15) | $ (0.08) |
Weighted-average common shares outstanding: | |||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 251,500 | 246,082 | 242,018 |
Consolidated Statements of In_2
Consolidated Statements of Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Cost, depreciation and amortization | $ 61,874 | $ 51,408 | $ 38,167 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other comprehensive income (loss): | |||
Net loss: | $ (24,497) | $ (36,212) | $ (19,482) |
Foreign currency translation adjustment, net of tax expense (benefit) of $2,227, $(2,517), and $393, respectively | (14,537) | 25,658 | 4,535 |
Unrealized gain on derivatives, net of tax expense (benefit) of $—, $(4), and $397, respectively | 0 | 1,001 | (1,976) |
Total other comprehensive income (loss) | (14,537) | 26,659 | 2,559 |
Comprehensive loss | $ (39,034) | $ (9,553) | $ (16,923) |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax | $ 2,227 | $ (2,517) | $ 393 |
Other Comprehensive Income (Loss), Derivative, Excluded Component, Increase (Decrease), after Adjustments, Tax | $ 0 | $ (4) | $ 397 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net loss | $ (24,497) | $ (36,212) | $ (19,482) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 45,603 | 34,378 | 27,815 |
Amortization of intangibles | 43,177 | 54,539 | 58,441 |
Deferred income taxes | (599) | (352) | (13,411) |
Amortization of deferred customer acquisition costs | 20,854 | 16,241 | 11,359 |
Allowance for doubtful accounts | 1,971 | 5,684 | 2,247 |
Amortization of financing costs and debt discount | 15,637 | 14,938 | 8,907 |
(Gain) Loss on disposal of property and equipment and intangible assets | (268) | 889 | 771 |
Share-based expense | 79,900 | 45,667 | 45,242 |
Change in derivatives | 0 | (1,055) | 531 |
Changes in operating assets and liabilities, net of acquisitions: | |||
Accounts receivable | (38,920) | (14,018) | (29,139) |
Prepaid expenses and other current assets | 1,406 | (4,629) | 1,983 |
Deferred customer acquisition costs | (36,929) | (32,335) | (30,546) |
Accounts payable and accrued expenses | 55,761 | (11,126) | 38,027 |
Deferred revenue | (2,259) | 4,043 | 3,947 |
Other assets - cloud computing implementation costs | 4,574 | 6,909 | 15,480 |
Increase (Decrease) in Other Operating Assets and Liabilities, Net | 2,448 | 12,027 | 2,776 |
Net cash provided by operating activities | 158,711 | 83,880 | 92,926 |
Cash flows from investing activities: | |||
Capital expenditures | (8,996) | (10,571) | (20,273) |
Proceeds From Sale Of Intangible Assets, Net | 256 | (312) | (318) |
Acquisition and development of software assets | (46,979) | (41,840) | (28,488) |
Payments for acquisitions of businesses | (7,000) | 0 | (3,000) |
Net cash used in investing activities | (62,719) | (52,723) | (52,079) |
Cash flows from financing activities: | |||
Payments on short and long-term debt | (85,000) | (80,000) | (443,500) |
Proceeds from issuance of short and long-term debt | 0 | 75,000 | 489,000 |
Payment of debt issuance costs | 0 | 0 | (10,043) |
Payment for capped call transactions and costs | 0 | 0 | (28,325) |
Common stock repurchases | 0 | 0 | (10,000) |
Employee taxes paid on withholding shares | (38,177) | (16,160) | (21,034) |
Proceeds from exercise of stock options | 5,920 | 10,310 | 1,981 |
Net Cash Provided by (Used in) Financing Activities | 117,257 | 10,850 | 21,921 |
Effect of exchange rate changes on cash and cash equivalents | (3,423) | (945) | (395) |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (24,688) | 19,362 | 18,531 |
Cash, cash equivalents, and restricted cash, beginning of period | 44,997 | 25,635 | 7,104 |
Cash, cash equivalents, and restricted cash, end of period | $ 20,309 | $ 44,997 | $ 25,635 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Retained Earnings | Retained EarningsCumulative Effect, Period of Adoption, Adjustment | Treasury Stock | Accumulated Other Comprehensive Income |
Beginning Balance at Dec. 31, 2018 | $ 535,768 | $ 458 | $ 310 | $ 1,415,682 | $ (611,985) | $ (275,009) | $ 6,770 | |
Beginning Balance (Accounting Standards Update 2016-02) at Dec. 31, 2018 | $ 458 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock option exercises | 1,981 | 6 | 1,975 | |||||
Share-based expense | 45,242 | 45,242 | ||||||
Employee taxes paid on withholding shares | (21,034) | (21,034) | ||||||
Common stock repurchases | (10,000) | (10,000) | ||||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | 50,123 | 50,123 | ||||||
Purchase of capped calls, net of tax | (21,553) | (21,553) | ||||||
Common stock issued for acquisition of assets | 3,000 | 3,000 | ||||||
Foreign currency translation adjustment | 4,535 | 4,535 | ||||||
Net (income) Loss | (19,482) | (19,482) | ||||||
Ending Balance at Dec. 31, 2019 | 567,062 | 316 | 1,494,469 | (631,009) | (306,043) | 9,329 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Unrealized gain on derivatives, net of tax expense (benefit) of $—, $(4), and $397, respectively | (1,976) | (1,976) | ||||||
Stock option exercises | 10,310 | 8 | 10,302 | |||||
Share-based expense | 49,803 | 49,803 | ||||||
Employee taxes paid on withholding shares | (14,848) | (14,848) | ||||||
Foreign currency translation adjustment | 25,658 | 25,658 | ||||||
Net (income) Loss | (36,212) | (36,212) | ||||||
Ending Balance at Dec. 31, 2020 | 602,774 | 324 | 1,554,574 | (667,221) | (320,891) | 35,988 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Unrealized gain on derivatives, net of tax expense (benefit) of $—, $(4), and $397, respectively | 1,001 | 1,001 | ||||||
Stock option exercises | 5,920 | 7 | 5,913 | |||||
Share-based expense | 86,238 | 86,238 | ||||||
Employee taxes paid on withholding shares | (38,177) | (38,177) | ||||||
Foreign currency translation adjustment | (14,537) | (14,537) | ||||||
Net (income) Loss | (24,497) | |||||||
Ending Balance at Dec. 31, 2021 | 617,721 | $ 331 | $ 1,646,725 | $ (691,718) | $ (359,068) | $ 21,451 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Unrealized gain on derivatives, net of tax expense (benefit) of $—, $(4), and $397, respectively | $ 0 |
Nature of Business (Notes)
Nature of Business (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Significant Accounting Policies | Nature of Business Nature of Operations Vonage Holdings Corp. (“Vonage”, “Company”, “we”, “our”, “us”) is incorporated as a Delaware corporation. At Vonage, our vision is to accelerate the world's ability to connect. We are observing a secular change in the way business is done, with a fundamental shift in how communications technologies are being leveraged in almost every industry. Through the Vonage Communications Platform, our strategy is to deliver a single leading cloud communications platform that powers our customers' and partners' global engagement solutions using our APIs, Unified Communications, and Contact Center innovations. We believe that the Vonage Communications Platform's products and services are well positioned to take advantage of emerging trends with sizable, growing total addressable markets as companies look to cloud-based communications solutions and API programming architectures as part of their digital transformation. Our strategic business is the Vonage Communications Platform formerly referred to as "Business," which delivers a single leading cloud communications platform that powers our customers' and partners' global engagement solutions using our APIs, Unified Communications, and Contact Center innovations. The Vonage Communications Platform brings unique value to businesses by providing multiple communications channels - including video, voice, messaging, email, verification, and artificial intelligence - that integrate into the applications, products and workflows that our customers are already using. We believe this delivers both the power and the flexibility to our customers to address the growing need to transform their communications, connections and experiences for customers and enables the type of business continuity, remote work, and remote delivery of services that are now essential for team members. For our Consumer customers, we enable users to access and utilize our services and features, via their existing internet connections, including over 3G/4G, LTE, Cable, or DSL broadband networks. This technology enables us to offer our Consumer customers attractively priced voice and messaging services and other features around the world on a variety of devices. Our Consumer strategy is focused on the continued penetration of our core North American markets, which provide value in international long distance and target under-served segments. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements have been prepared in accordance with U.S. GAAP. The ASC established by the FASB is the source of authoritative GAAP to be applied to nongovernmental entities. In addition, the rules and interpretive releases of the SEC under the authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The consolidated financial statements include the accounts and operations of Vonage and its wholly-owned subsidiaries for which we have a controlling interest. All intercompany balances and transactions have been eliminated in consolidation. The usual condition for a controlling financial interest is ownership of a majority of the voting interests of an entity; however, a controlling financial interest may also exist through arrangements that do not involve controlling voting interests. As such, Vonage applies the guidance of ASC 810, Consolidations , or ASC 810, to determine when an entity that is insufficiently capitalized or not controlled through its voting interests, referred to as a VIE, should be consolidated. In addition, 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. Revenue Recognition Our results are presented in accordance with the guidance of ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , or Topic 606. We measure revenue based upon consideration specified by contracts with our customers. Revenue is recognized when our performance obligation under the contract is satisfied by transferring control over the product or service to the customer. We derive our revenues for our Consumer and VCP segments primarily from the sale of our communication services, access, and products along with USF as further described in Note 4, Revenue Recognition . The majority of the Company's contracts with customers have a single performance obligation for service revenues. We recognize revenue with customers when control transfers, which occurs upon delivery of a service or product. For our VCP segment, the typical life of a customer for service is 7 years. Contract Acquisition Costs We have various commission programs for which eligible employees and third parties may earn commission on sales of services and products to customers. We expect that these commission fees are recoverable and, therefore, we have capitalized these commissions as contract costs included within deferred customer acquisitions cost on our consolidated balance sheet. Capitalized commission fees are amortized to sales and marketing expense over estimated customer life, which is 7 years for VCP customers. In addition, the Company expenses sales commissions for commission plans related to customer arrangements deemed less than a year and for residuals and renewals. Cost of Revenues Cost of revenues is primarily comprised of cost of services consisting of costs that we pay to third parties such as 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, costs 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 are also included in cost of service. These costs also include taxes that we pay on telecommunications services from our suppliers or are imposed by government agencies such as 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 services excludes depreciation and amortization expense of $61,874, $51,408, and $38,167 for the years ended December 31, 2021, 2020, and 2019, respectively. Also included in cost of revenues is costs of goods sold consisting primarily of costs incurred on customer equipment for customers who subscribe through the direct sales channel in excess of activation fees. The amortization of deferred customer equipment, the cost of shipping and handling for customer equipment, and the cost of certain promotions are also included in cost of goods sold. We categorize cost of revenues as follows: Services, access and product cost of revenues. Services cost of revenues consists of costs associated with network operations and technical support personnel, communication origination, and termination services provided by third party carriers and excludes depreciation and amortization. Access and product cost of revenues includes equipment sold to customers, shipping and handling, professional services, cost of certain products including equipment or services that we give customers as promotions, and broadband access. USF cost of revenues. USF cost of revenues represents contributions to the Federal USF and related fees. 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. We expense advertising costs during the period in which they are incurred. Advertising costs included in sales and marketing were $42,816, $40,862, and $46,606 for the years ended December 31, 2021, 2020, and 2019, respectively. Engineering and Development Expenses Engineering and development expenses predominantly include personnel and related costs for developers responsible for research and development of new products. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Cash, Cash Equivalents and Restricted Cash 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. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheet to same such amounts show in the consolidated statement of cash flows: As of December 31, 2021 2020 2019 Cash and cash equivalents $ 18,342 $ 43,078 $ 23,620 Restricted cash 1,967 1,919 2,015 $ 20,309 $ 44,997 $ 25,635 Certain Risks and Concentrations Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash equivalents 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. 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, 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. Property and Equipment Property and equipment includes acquired assets and consist principally of network equipment and computer hardware, furniture, and leasehold improvements. Company-owned equipment in use at customer premises is also included in property and equipment. Network equipment, 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 Our network equipment and computer hardware, which consists of routers, gateways, and servers that enable our 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. Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use assets, operating lease obligations, current portion and operating lease obligations on the Company's consolidated balance sheets. A right-of-use asset represents the Company's right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. A right-of-use asset and related liability is recognized at the commencement date of the arrangement based upon the present value of lease payments over the lease term. As most of our lease arrangements do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. When the Company has the option to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset, and it is reasonably certain that the Company will exercise the option, the Company will consider these options in determining the classification and measurement of the lease. Lease expense for lease payments is recognized on a straight-line basis over the term of the lease arrangement. From time to time, the Company may abandon one of its leased locations. Upon abandonment, the Company will accelerate the amortization of the related right-of-use asset through the abandonment date within rent expense. The Company has lease arrangements with lease and non-lease components, which are generally accounted for separately. For certain leases, the Company accounts for the lease and non-lease components as a single lease component. Software The Company capitalizes software which primarily consists of qualifying internal-use software development costs that are incurred during the application development stage. Capitalization is dependent on whether management with the relevant authority has authorized and committed to funding the project, it is probable the project will be completed, and the software will be used to perform the function intended. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Capitalized software is stated at cost less accumulated amortization and amortized on a straight-line basis over their estimated useful lives. Cloud Computing Arrangements The Company incurs costs to implement cloud computing arrangements that are hosted by a third party vendor. Generally, these arrangements are service contracts that do not provide the Company with the right to take possession of the software or the ability to run the software on its own hardware or contract with another party, other than the vendor, to host the software. As such, the costs incurred to implement these arrangements are capitalized into other assets on the Company's balance sheet and amortized on a straight-line basis over their estimated useful lives expensed along with respective hosting fees. Goodwill In accordance with ASC 350, Intangibles - Goodwill and Other , we recognize goodwill for the excess cost of an acquired business over the fair value assigned to assets acquired and liabilities assumed. Goodwill is tested for impairment on an annual basis on October 1st and, when specific circumstances dictate, between annual tests. A goodwill impairment loss is measured at the amount by which a reporting unit's carrying amount, including goodwill, exceeds its fair value, not to exceed the carrying amount of goodwill. Additionally, an entity has the ability to assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount, including goodwill. If determined to be necessary, the quantitative impairment test shall be used to identify goodwill impairment and measure the amount of a goodwill impairment loss to be recognized (if any). The Company performed its qualitative assessment of the Unified Communications and Contact Center Communications reporting unit and API reporting unit as of October 1, 2021 and determined that it was not more likely than not that the fair value of the reporting units' was less than its carrying value and accordingly, no impairment needed to be recognized for the year ended December 31, 2021. There were also no impairments recorded during the years ended December 31, 2020 and 2019. 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 and are amortized on a straight-line or accelerated basis over the periods of economic benefit, ranging from two Asset Impairments 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 or asset group 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 long-lived assets are recorded in the statement of operations as part of depreciation and amortization expense. There was no impairment of property and equipment identified for the years ended December 31, 2021, 2020, and 2019. 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. Costs associated with term loans are netted against the underlying notes payable in accordance with ASU 2015-15, Interest-Imputation of Interest, while costs deferred associated with revolving facilities are included in other assets. Upon refinancing, costs associated with the new debt are either expensed or deferred and unamortized costs associated with the old debt are either written off or deferred and to be amortized as interest expense if deferred using the effective interest method over the life of the new debt per the guidance in ASC 470-50. Total costs related to the Convertible Senior Notes were allocated to the liability and equity components of the Convertible Senior Notes based on the proportion of the proceeds allocated to the debt and equity components. Costs attributable to the liability component were recorded as additional debt discount and amortized to interest expense using the effective interest method over the contractual terms of the Convertible Senior Notes. Costs attributable to the equity component were netted with the equity component in stockholders’ equity. Restricted Cash and Letters of Credit We had a cash collateralized letter of credit for $1,350 and $1,502 as of December 31, 2021 and 2020, respectively, mainly related to lease deposits for our Holmdel office. In the aggregate, cash reserves and collateralized letters of credit of $1,967 and $1,919 were recorded as long-term restricted cash at December 31, 2021 and 2020, respectively. Derivative Financial Instruments The Company accounts for derivative financial instruments under ASC 815, Derivatives and Hedging, which requires the Company to record all derivatives on the balance sheet at fair value unless they qualify for a normal purchase normal sale exception. Changes in the fair value of non-hedge derivatives are immediately recognized into earnings. Changes in the fair value of derivatives accounted for as hedges, if elected for hedge accounting, are either recognized in earnings as an offset to the changes in the fair value of the related hedged assets and liabilities or deferred and recognized as a component of accumulated other comprehensive income, or OCI, until the hedged transactions occur and are recognized in earnings. During 2017, the Company entered into three interest rate swap agreements to mitigate variability in our Credit Facility earnings due to fluctuations in interest rates and has been designated and qualified as a cash flow hedge. The Company assesses hedge effectiveness under the critical terms matched method at inception and at least quarterly through the life of the hedging relationship. If the critical terms of the interest rate swap match the terms of the forecasted transaction, the Company concludes that the hedge is effective. The swaps expired on June 3, 2020. 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, or 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 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% 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 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. 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% likelihood of being realized upon ultimate resolution. 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. Acquisition related consideration accounted for as compensation expense, such as restricted cash, restricted stock and option related costs incurred in connection with an acquisition are included in general and administrative expense. On October 18, 2021, the Company completed the acquisition of certain assets and liabilities of Jumper AI Pte. Ltd. for cash consideration of $7 million. The Company has allocated the purchase price primarily to developed technology, customer relationships and goodwill. The Company may make additional payments of up to $9 million over the next two years subject to continuing employment of key individuals and achievement of certain financial targets. Foreign Currency Generally, the functional currency of our non-United States subsidiaries is the local currency. However, the functional currency of API's United States's subsidiary is the Euro. The financial statements of these subsidiaries are translated to their respective functional currency using month-end rates of exchange for assets and liabilities, and average rates of exchange for revenues, costs, and expenses. Translation gains and losses from the Company's net investments in subsidiaries are deferred and recorded in accumulated other comprehensive income as a component of stockholders’ equity until sale or complete or substantially complete liquidation of the net investment in the foreign entity takes place. Foreign currency transaction gains or losses are reported within other income (expense), net in the Company's consolidated statements of operations. For the year ended December 31, 2021, the amount recognized as foreign currency transaction loss was $457, for the years ended December 31, 2020, the amount recognized as foreign currency transaction gain was $368, and for the year ended December 31, 2019, the amount recognized as foreign currency transaction loss was $727. 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, which is generally the closing price of the Company's stock on the date of grant, and is recognized as expense over the applicable vesting period of the stock award on a straight-line basis. The Company considers the impact of certain information for which management is aware in determining the grant date fair value of the awards. The Company adopted ASU 2016-09, Improvements to Employee Share-Based Payment Accounting . Any excess tax benefits or shortfalls are recorded in income taxes upon vest or exercise. During the year ended December 31, 2021, the Company recorded a net tax expense of $1.4 million, and during the years ended December 31, 2020 and 2019, the Company recorded a net tax benefit of $0.3 million and $5 million, respectively, related to excess tax benefits. Comprehensive Income (Loss) Comprehensive income (loss) consists of net income (loss) and other comprehensive items. Other comprehensive items include unrealized gains (losses) on derivatives, foreign currency translation adjustments, and unrealized gains (losses) on available-for-sale securities. 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 of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates, including uncertainty in the economic environment due to the ongoing outbreak of the novel coronavirus COVID-19. We base our estimates on historical experience, available market information, appropriate valuation methodologies, and on various other assumptions that we believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Estimates are used for such items as depreciable lives for long-lived assets including intangible assets, tax provisions, uncollectible accounts, and assets and liabilities assumed in business combinations, among others. In addition, estimates are used to test long-lived assets and goodwill for impairment. COVID-19 has created and may continue to create uncertainty in customer payments, reduced usage, and issuance of customer credits to distressed customers served by certain product lines. As of the date of our consolidated financial statements, we are not aware of any specific event or circumstance that would require us to materially update our estimates or judgments. However, these estimates may change as new events occur and additional information is obtained, which may result in changes being recognized in our consolidated financial statements in future periods. In particular and in light of the COVID-19 pandemic, the assumptions and estimates associated with collectability assessment of revenue and credit losses of accounts receivable may have a material impact our consolidated financial statements in future periods, depending on the continued duration or degree of the impact of the COVID-19 pandemic on the global economy. Reclassifications Reclassifications have been made to our consolidated financial statements for the prior year periods to conform to classification used in the current year period including presentation of the Company's segments as further described in Note 16, Industry Segment and Geographical Information . The reclassifications did not affect results from operations or net assets. |
Recent Events
Recent Events | 12 Months Ended |
Dec. 31, 2021 | |
Unusual or Infrequent Items, or Both [Abstract] | |
Recent Events | Recent Events Merger Agreement On November 22, 2021, the Company, Telefonaktiebolaget LM Ericsson (publ), an entity organized and existing under the Laws of Sweden ("Ericsson"), and Ericsson Muon Holding Inc., a Delaware corporation ("Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) providing for the acquisition of the Company by Ericsson for approximately $6.2 billion to be funded by cash on hand. The Merger Agreement provides that, among other things, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company, continuing as the surviving corporation and an indirect wholly owned subsidiary of Ericsson. The proposed transaction is expected to be consummated during the first half of 2022 following the satisfaction of certain other customary conditions. The Company obtained the required approval by the stockholders on February 9, 2022. Pursuant to the Merger Agreement, each share of common stock, par value $0.001 per share, of the Company (collectively, the “Shares”) issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than (i) Shares owned by Ericsson or Merger Sub or any of their respective subsidiaries, (ii) Shares owned by the Company as treasury stock, and (iii) Shares held by stockholders who will not have voted in favor of the adoption of the Merger Agreement (as may be amended) and who will have properly exercised appraisal rights in respect of such Shares in accordance with Section 262 of the DGCL) will be converted into the right to receive $21.00 per Share in cash, without interest. |
Revenue Recognition Revenue fro
Revenue Recognition Revenue from Contract with Customer (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The Company recognizes revenues in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Service Revenues Substantially all of our revenues are service revenues, which are derived from monthly subscription fees under usage based or pay-per-use type billing arrangements, and contract-based services plans. For consumer customers in the United States, we offer domestic and international rate plans, including a variety of residential plans and mobile plans. For VCP customers, we offer small and medium business, mid-market, and enterprise customers several service plans with different pricing structures and contractual requirements ranging in duration from month-to-month to three years. In addition, we provide managed equipment to VCP customers for a monthly fee. Customers also have the opportunity to purchase premium features for additional fees. We also derive service 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. For a portion of our customers, monthly subscription fees are automatically charged to customers' credit cards, debit cards or ECP in advance and are recognized over the following month as service is provided. Service revenue also includes supplying messaging (SMS and Voice) services to customers as part of our APIs. Revenue is recognized in the period when messages are sent by the customer. We also transact with providers or bulk SMS aggregators and sell services to these customers who then onsell to their customers. Since the aggregator is our customer, revenue is recognized on a gross basis with related costs included in cost of revenues. In the United States, we charge regulatory, compliance and intellectual property, and E-911 recovery fees on a monthly basis to defray costs and to cover taxes that we are charged by the suppliers of telecommunications services. These charges, along with the remittance to the relevant government entity, are recorded on a gross basis. In addition, we charge customers USF fees from customers to recover our obligation to contribute to the fund, as allowed by the FCC. We recognize USF revenue on a gross basis and record the related fees in cost of revenues. Customer Equipment and Shipping Revenues Revenues are generated from sales of customer equipment 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. Disaggregation of Revenue The following tables detail our revenue from customers disaggregated by primary geographical market, source of revenue, and timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue for our Business and Consumer segments. For the years ended December 31, For the years ended December 31, For the years ended December 31, 2021 2020 2019 VCP Consumer Total VCP Consumer Total VCP Consumer Total Primary geographical markets Americas $ 648,927 $ 279,315 $ 928,242 $ 556,464 $ 322,811 $ 879,275 $ 501,949 $ 374,464 $ 876,413 EMEA 283,300 9,575 292,875 214,530 10,066 224,596 192,910 $ 11,002 203,912 APAC 187,898 — 187,898 144,063 — 144,063 109,021 $ — 109,021 1,120,125 288,890 1,409,015 915,057 332,877 1,247,934 803,880 385,466 1,189,346 Major Sources of Revenue Service revenues $ 1,061,745 $ 246,553 $ 1,308,298 $ 856,492 $ 292,003 $ 1,148,495 $ 719,514 $ 340,462 $ 1,059,976 Access and product revenues 30,522 243 30,765 36,584 278 36,862 46,232 264 46,496 USF revenues 27,858 42,094 69,952 21,981 40,596 62,577 38,134 44,740 82,874 1,120,125 288,890 1,409,015 915,057 332,877 1,247,934 803,880 385,466 1,189,346 In addition, the Company recognizes service revenues from its customers through subscription services provided or through usage or pay-per-use type arrangements. During the year ended December 31, 2021, the Company recognized $594,319 related to subscription services, $614,127 related to usage, and $200,569 related to other revenues such as USF, other regulatory fees, and credits. During the year ended December 31, 2020, the Company recognized $612,551 related to subscription services, $447,012 related to usage, and $188,371 related to other revenues such as USF, other regulatory fees, and credits. During the year ended December 31, 2019, the Company recognized $637,980 related to subscription services, $338,697 related to usage, and $212,669 related to other revenues such as USF, other regulatory fees, and credits. Contract Assets and Liabilities The following table provides information about receivables and contract liabilities from contracts with customers: December 31, 2021 December 31, 2020 Receivables (1) $ 147,622 116,304 Contract liabilities (2) 61,420 65,506 (1) Amounts included in accounts receivables on our consolidated balance sheet. (2) Amounts included in deferred revenues on our consolidated balance sheet. Our deferred revenue represents the advance consideration received from customers for subscription services and is predominantly recognized over the following month as transfer of control occurs. During the years ended December 31, 2021, 2020 and 2019, the Company recognized revenue of $421,340, $431,220, and $456,855, respectively, related to its contract liabilities. We expect to recognize $61,420 into revenue over the next twelve months related to our deferred revenue as of December 31, 2021. Remaining Performance Obligation Transaction price allocated to the remaining performance obligation represents contracted revenue that has not yet been recognized. The typical subscription term may range from 1 month to 3 years. Contracted revenue as of December 31, 2021 that has not yet been recognized was approximately $0.4 billion. This excludes contracts with an original expected length of less than one year. The Company expects to recognize the majority of its remaining performance obligation over the next 18 months. Contract Acquisition Costs We have various commission programs for internal sales personnel and channel partners that are incremental to the acquisition of customer contracts. These costs are recorded as deferred contract acquisition costs on the consolidated balance sheets which eligible employees and third parties may earn commission on sales of services and products to customers. We expect that these commission fees are recoverable and, therefore, we have capitalized $101,403 and $85,690 as contract costs, net of accumulated amortization, as of December 31, 2021 and 2020, respectively, included within deferred customer acquisitions costs, current portion and deferred customer acquisition costs on our consolidated balance sheet. Capitalized commission fees are amortized to sales and marketing expense over the estimated customer life, which is seven years for Vonage Communications Platform customers. During the year ended December 31, 2021, 2020 and 2019, the amounts amortized to sales and marketing were $20,854, $16,241, and $11,359, respectively. There were no impairment losses recognized in relation to the costs capitalized for the years ended December 31, 2021 and 2020. In addition, the Company expenses sales commissions for commission plans related to customer arrangements deemed less than a year and for residuals and renewals. |
Earnings Per Share (Notes)
Earnings Per Share (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Earnings (loss) per share has been computed according to FASB ASC 260, “Earnings per Share”, which requires a dual presentation of basic and diluted EPS. Basic EPS represents net income or loss 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. The following table sets forth the computation for basic and diluted earnings (loss) per share: For the years ended December 31, 2021 2020 2019 Numerator Net loss $ (24,497) $ (36,212) $ (19,482) Denominator Basic and diluted weighted average common shares outstanding 251,500 246,082 242,018 Basic loss per share Basic and diluted loss per share $ (0.10) $ (0.15) $ (0.08) The following shares were excluded from the calculation of diluted earnings (loss) per share because of their anti-dilutive effects: For the years ended December 31, 2021 2020 2019 Restricted stock units 15,138 14,623 10,389 Employee stock options 445 1,501 4,946 15,583 16,124 15,335 As the Company expects to settle the principal amount of its outstanding convertible senior notes in cash and any excess in cash or shares of the Company’s common stock, the Company uses the treasury stock method for calculating any potential dilutive effect of the conversion spread on diluted net income per share, if applicable. The conversion spread will have a dilutive impact on diluted net income per share of common stock when the average market price of the Company’s common stock for a given annual period exceeds the conversion price of $16.72 per share. The Company's convertible senior notes are further described in Note 8, Long-Term Debt . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The Company's goodwill is derived primarily from the acquisitions of Vocalocity, Telesphere, iCore, Simple Signal, Nexmo, TokBox and NVM which are included in the Company's VCP segment. The following table provides a summary of the changes in the carrying amounts of goodwill: Balance at January 1, 2020 $ 602,970 Foreign currency translation adjustment 21,358 Balance at December 31, 2020 624,328 Increase due to acquisition of Jumper.ai 2,880 Foreign currency translation adjustment (12,074) Balance at December 31, 2021 $ 615,134 Intangible assets, net The Company's intangible assets as of December 31, 2021 and 2020 primarily reflect intangible assets established with the acquisitions of various companies such as customer relationships, trade names and developed technology. In addition, the Company's intangible assets include patents we have purchased and licensed, including in connection with the settlement of litigation. December 31, 2021 December 31, 2020 Useful Lives Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Customer relationships 7 to 12 $ 277,435 $ (168,292) $ 109,143 $ 284,692 $ (150,094) $ 134,598 Developed technology 3 to 10 174,862 (123,585) 51,277 173,572 (104,468) 69,104 Patents and patent licenses 3 to 5 21,056 (20,342) 714 20,849 (20,284) 565 Trade names 2 to 5 458 (458) — 500 (500) — Total finite-lived intangible assets $ 473,811 $ (312,677) $ 161,134 $ 479,613 $ (275,346) $ 204,267 During the years ended December 31, 2021, 2020, and 2019, the Company recorded amortization expense of $43,177, $54,539 and $58,441, respectively. Amortization expense may vary in the future as acquisitions, dispositions and impairments, if any, occur. The total expected future annual amortization for the succeeding five years ended December 31 is as follows: Estimated Amortization Expense 2022 $ 41,414 2023 34,735 2024 28,693 2025 14,654 2026 11,768 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of loss before income taxes are as follows: For the years ended December 31, 2021 2020 2019 United States $ (17,308) $ (9,440) $ 11,994 Foreign (2,754) (22,555) (38,102) $ (20,062) $ (31,995) $ (26,108) The income tax (expense) benefit consisted of the following amounts: For the years ended December 31, 2021 2020 2019 Current: Federal $ (675) $ 1,303 $ — Foreign (2,324) (2,637) (3,599) State and local taxes (2,035) (3,235) (3,186) $ (5,034) $ (4,569) $ (6,785) Deferred: Federal $ (1,488) $ (739) $ (1,495) Foreign 1,858 1,290 7,321 State and local taxes 229 (199) 7,585 599 352 13,411 $ (4,435) $ (4,217) $ 6,626 The reconciliation between the United States federal statutory rate of 21% for the year ended December 31, 2021, 2020 and 2019, respectively, to the Company's effective rates are as follows: For the years ended December 31, 2021 2020 2019 U.S. Federal statutory tax rate 21 % 21 % 21 % Statutory permanent items — % — % (3) % Equity-based compensation (7) % 1 % 19 % Acquisition costs (10) % — % — % Officers' compensation (30) % (9) % (7) % Interest 6 % (5) % (10) % State and local taxes, net of federal benefit (7) % (8) % 13 % International tax (reflects effect of losses for which tax benefit not realized) (12) % (7) % (9) % Uncertain tax positions (5) % 1 % 2 % Tax credits 31 % 7 % 1 % Valuation reserve for income taxes and other (19) % (16) % — % Tax rate change 11 % 3 % — % Other (1) % (1) % (2) % Effective tax rate (22) % (13) % 25 % For the year ended December 31, 2021, the Company's overall effective tax rate was different from the statutory rate of 21% primarily as a result of a permanent adjustment related to a limitation against the deductibility of officer’s compensation, acquisition costs related to the proposed Ericsson transaction, and foreign nondeductible losses. In addition, a $6 million benefit was recorded for Research & Development Tax Credits in the United States and United Kingdom. For the year ended December 31, 2020, the Company's overall effective tax rate was different from the statutory rate of 21% primarily as a result of a permanent adjustment related to a limitation against the deductibility of officer’s compensation stemming from the impact of CEO and CFO succession and related costs during the current year. In addition, there was an increase to the valuation allowance related to the United Kingdom. For the year ended December 31, 2019, the Company's overall effective tax rate was different from the statutory rate of 21% primarily as a result of a permanent benefit related to the equity based stock compensation and an interested related adjustment in the United Kingdom. The temporary differences which gave rise to the Company's net deferred tax assets consisted of the following: December 31, 2021 December 31, 2020 Assets and liabilities: Accounts receivable and inventory allowances $ 1,320 $ 1,588 Deferred rent 2,867 3,149 Acquired intangible assets and property and equipment (15,254) (23,360) Accrued expenses 11,485 9,537 Research and development credit 14,480 11,288 Stock option compensation 17,235 18,326 Cumulative translation adjustments 39 39 Deferred revenue 10,819 8,201 Prepaid expense (21,745) (18,892) Convertible debt and capped call (10,713) (9,345) Net operating loss carryforwards 127,139 130,681 Other (186) — 137,486 131,212 Valuation allowance (28,399) (24,838) Deferred tax assets, net, non-current $ 109,087 $ 106,374 Deferred tax assets and valuation allowance Net deferred tax balance. As of December 31, 2021 and 2020, we recorded a deferred tax asset, net of valuation allowance of $109,087 and $106,374, respectively. The Company believes that the net operating losses related to two of its United Kingdom subsidiaries, Vonage Limited, Vonage Business Limited, and certain U.S. states may not be realizable under a "more likely than not" measurement and as such, a valuation allowance has been established to reduce the asset accordingly. Valuation allowance. As of December 31, 2021 and 2020, the Company's valuation allowance was $28,399 and $24,838, respectively, primarily consisting of NOLs associated with Vonage Limited, Vonage Business Limited and state NOLs for certain legal entities. NOL carryforwards. As of December 31, 2021, the Company has U.S. federal and state NOL carryforwards of $352,077 and $184,914, respectively, which expire at various times through 2030. We have Non-US NOLs of $170,366 primarily related to the United Kingdom which has no expiration date. Under Section 382 of the Internal Revenue Code, if we undergo an “ownership change” which is generally defined as a greater than 50% change by value in our equity ownership over a three-year period, our ability to use our pre-change of control NOLs and other pre-change tax attributes against our post-change income may be limited. The Section 382 limitation is applied so as to limit the use of our pre-change NOLs to an amount that generally equals the value of our stock immediately before the ownership change multiplied by a designated federal long-term tax-exempt rate. At December 31, 2021, there were no limitations on the use of our NOLs except for a certain portion of the NOLs acquired with Vocalocity, which the Company has reflected in the deferred tax asset. Uncertain tax benefits The Company had uncertain tax benefits of $1,271 and $632 as of December 31, 2021 and 2020, respectively. The Company recognizes interest and penalties related to uncertain tax benefits in income tax expense. The Company incurred interest and penalty benefits of $3 for the years ended December 31, 2021, and interest or penalty expenses of $20 and $60 for the years ended December 31, 2020 and 2019, respectively. The following table reconciles the total amounts of uncertain tax benefits: As of December 31, 2021 2020 Balance as of January 1 $ 632 $ 914 Increase due to current year positions 1,061 114 Decrease due to prior year positions (5) — Decrease due to settlements and payments (355) (173) Decrease due to lapse of applicable statute of limitations (60) (238) Increase (Decrease) due to foreign currency fluctuation (2) 15 Uncertain tax benefits as of December 31 $ 1,271 $ 632 Tax jurisdictions Business is conducted in various countries throughout the world and is subject to tax in numerous jurisdictions. A significant number of tax returns that are filed are subject to audit by various federal, state and local tax authorities. The Company is no longer subject to U.S. federal income tax examinations for years prior to 2017. With few exceptions, state and local income tax examinations are no longer open for years before 2016. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt A schedule of long-term debt, excluding current portion, at December 31, 2021 and 2020 is as follows: December 31, 2021 December 31, 2020 Revolving credit facility - due 2023 130,500 215,500 Convertible senior notes - due 2024 345,000 345,000 Long-term debt including current maturities $ 475,500 $ 560,500 Less unamortized discount 35,472 48,702 Less debt issuance cost 3,919 5,514 Total long-term debt $ 436,109 $ 506,284 As of December 31, 2021, future payments under long-term debt obligations over each of the next five years are as follows: Long-term debt 2022 $ — 2023 130,500 2024 345,000 Minimum future payments of principal $ 475,500 Convertible Senior Notes In June 2019, the Company issued $300.0 million aggregate principal amount of 1.75% convertible senior notes due 2024 in a private placement and an additional $45.0 million aggregate principal amount of such notes pursuant to the exercise in full of the over-allotment option of the initial purchasers. The Convertible Senior Notes are the Company's senior unsecured obligations. The Convertible Senior Notes will mature on June 1, 2024, unless earlier redeemed, repurchased or converted. We may not redeem the notes prior to June 5, 2022. The total net proceeds from the offering, after deducting initial purchase discounts and expenses payable by the Company, were $334.8 million. Each $1,000 principal amount of the Convertible Senior Notes is initially convertible into 59.8256 shares of the Company's common stock, which is equivalent to an initial conversion price of approximately $16.72 per share. The conversion rate is subject to adjustment upon the occurrence of certain specified events but will not be adjusted for any accrued and unpaid interest. In addition, upon the occurrence of a make-whole fundamental change or a redemption period, each as defined in the indenture setting forth the terms of the Convertible Senior Notes, the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its Convertible Senior Notes in connection with such make-whole fundamental change or during the relevant redemption period. Prior to December 1, 2023, the notes will be convertible only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. We will satisfy any conversion election by paying or delivering, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock. During the year ended December 31, 2021, the conditions allowing holders of the Convertible Senior Notes to convert were not met. The net carrying amount of the liability component of the Convertible Senior Notes was as follows: December 31, 2021 Principal $ 345,000 Unamortized discount (35,472) Unamortized issuance cost (3,919) Net carrying amount $ 305,609 The net carrying amount of the equity component of the Convertible Senior Notes was as follows: December 31, 2021 Proceeds allocated to the conversion option (debt discount) $ 67,664 Issuance cost (1,944) Income tax expense (15,597) Net carrying amount $ 50,123 The following table sets forth the interest expense recognized related to the Convertible Senior Notes: For the years ended December 31, 2021 2020 Contractual interest expense $ 6,038 $ 6,038 Amortization of debt discount 13,230 12,532 Amortization of debt issuance costs 1,595 1,594 Total interest expense related to the Convertible Senior Notes $ 20,863 $ 20,164 In connection with the pricing of the Convertible Senior Notes and subsequently in connection with the exercise of the initial purchasers option to purchase additional notes, the Company entered into privately negotiated capped call transactions with certain counterparties (the "Capped Calls"). The Capped Calls each have a strike price of $16.72 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Convertible Senior Notes. The Capped Calls have initial cap prices of $23.46 per share, subject to certain adjustments. The Capped Calls are expected generally to reduce potential dilution to the Company's common stock upon any conversion of notes and/or offset any cash payments the Company is required to make in excess of the aggregate principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap. The initial cap price of the Capped Call transactions was $23.46. The net cost of $28,325 incurred to purchase the Capped Calls and related income tax benefit of $6,772 was recorded as a reduction to additional paid-in capital on the Company's consolidated balance sheet during the quarter ended June 30, 2019 and are not accounted for as derivatives. Concurrently with the issuance of the Convertible Senior Notes, the Company’s board of directors approved the repurchase of an aggregate of 852,515, or $10,000 of, shares of the Company’s outstanding common stock in privately negotiated transactions at a price of $11.73 per share, which was equal to the closing price per share of the Company’s common stock on June 11, 2019, the date of the pricing of the offering of the Convertible Senior Notes. The share repurchase was recorded to treasury stock on the Company's consolidated balance sheet and stockholder's equity during the year ended December 31, 2019. 2018 Term Note and Revolving Credit Facility On July 31, 2018, the Company entered into the 2018 Credit Facility consisting of a $100 million senior secured term loan and a $500 million revolving credit facility. The co-borrowers under the 2018 Credit Facility are the Company and Vonage America Inc., the Company’s wholly owned subsidiary. Obligations under the 2018 Credit Facility are guaranteed, fully and unconditionally, by the Company’s other United States subsidiaries and are secured by substantially all of the assets of each borrower and each guarantor. 2018 Credit Facility Terms The following description summarizes the material terms of the 2018 Credit Facility: The loans under the 2018 Credit Facility mature on July 31, 2023. The unused portion of the Company's revolving credit facility incurs a 0.30% per annum commitment fee. Outstanding amounts under the 2018 Credit Facility, at the Company's option, will bear interest at: • LIBOR (applicable to one-, two-, three-, six-, or twelve-month periods) plus an applicable margin equal to 2.00% up to 2.75% per annum 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 rate of interest last quoted by the Wall Street Journal as the “Prime Rate” in the U.S., (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 1.00% up to 1.75% per annum payable on the last business day of each March, June, September, and December and the maturity date of the 2018 Credit Facility. In 2021, we made discretionary repayments of $85 million under the 2018 revolving credit facility. In addition, the effective interest rate was 2.88% as of December 31, 2021. In 2020, we made discretionary repayments of $80 million under the 2018 revolving credit facility and borrowed $75 million under the revolving credit facility. As of December 31, 2021, we were in compliance with all covenants, including financial covenants, for the 2018 Credit Facility. Interest Rate Swap On July 14, 2017, we executed on three interest rate swap agreements to hedge the variability of expected future cash interest payments. The swaps had an aggregate notional amount of $150 million and were effective on July 31, 2017. Under the swaps our interest rate was fixed at 4.7%. The swaps expired on June 3, 2020 at which time the Company recognized previously deferred amounts within interest expense. The interest rate swaps were accounted for as cash flow hedges in accordance with ASC 815, Derivatives and Hedging . The following table summarizes the effects of ASC 815 on the Company's accumulated OCI balance attributable to cash flow derivatives: Years Ended December 31 2020 Accumulated OCI beginning balance $ (1,001) Reclassified from accumulated OCI to income: Due to reclassification of previously deferred gain 1,051 Change in fair value of cash flow hedge accounting contracts, net of tax (50) Accumulated OCI ending balance, net of tax expense of $— $ — Gains expected to be realized from accumulated OCI during the next 12 months $ — |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 820-10 defines fair value as the amount that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. 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. 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 believed 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. As of December 31, 2021, the fair value of the 1.75% Convertible Senior Notes was approximately $457,125. The fair value was determined based on the quoted price for the Convertible Senior Notes in an inactive market on the last trading day of the reporting period and is classified as Level 2 in the fair value hierarchy. Fair Value of Other Financial Instruments The carrying amounts of our other financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable, approximate fair value and are classified as Level 1 because of their short maturities. We believe the fair value of our 2018 Credit Facility at December 31, 2021 and December 31, 2020 was approximately the same as its carrying amount as as the facility bears interest at a variable rate indexed to current market conditions and is classified as Level 2 within the fair value hierarchy. As of December 31, 2021, we did not have any other assets or liabilities that are measured and recognized at fair value on a recurring basis. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Common Stock | Common Stock As of December 31, 2021 and December 31, 2020, the Company had 596,950 shares of common stock authorized. For a detailed description of our share-based compensation programs refer to Note 11, Employee Stock Benefit Plans. The following table reflects the changes in the Company's common stock issued and outstanding: For the Year Ended (in thousands) Issued Treasury Outstanding Balance at December 31, 2018 309,736 (69,993) 239,743 Shares issued under the 2015 Equity Incentive Plan 5,832 — 5,832 Employee taxes paid on withholding shares — (2,113) (2,113) Assets acquisition 240 240 Common stock repurchases (853) (853) Balance at December 31, 2019 315,808 (72,959) 242,849 Shares issued under the 2015 Equity Incentive Plan 8,007 — 8,007 Employee taxes paid on withholding shares — (1,882) (1,882) Balance at December 31, 2020 323,815 (74,841) 248,974 Shares issued under the 2015 Equity Incentive Plan 7,515 7,515 Employee taxes paid on withholding shares (2,483) (2,483) Balance at December 31, 2021 331,330 (77,324) 254,006 Common Stock Repurchases On June 11, 2019, concurrently with the issuance of the Convertible Senior Notes, the Company repurchased the Company’s outstanding common stock in privately negotiated transactions. For additional information, refer to Note 8. Long-Term Debt. We repurchased the following shares of common stock during the year ended December 31, 2019: December 31, 2019 Shares of common stock repurchased 852,515 Value of common stock repurchased $ 10,000 Net Operating Loss Rights Agreement On June 7, 2012, we entered into a Tax Benefits Preservation Plan, or 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. |
Employee Stock Benefit Plans
Employee Stock Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Employee Stock Benefit Plans | Employee Stock Benefit Plans Our stock option program is a long-term retention program that is intended to attract, retain and provide incentives for talented employees, officers and directors, and to align stockholder and employee interests. Currently, we grant options from our 2015 Equity Incentive Plan. Our 2006 Incentive Plan was terminated by our board of directors in 2015 and our 2001 Stock Incentive Plan was terminated by our board of directors in 2008. As such, share-based awards are no longer granted under either the 2006 Incentive Plan and the 2001 Stock Incentive Plan. Under the 2015 Equity Incentive Plan, share-based awards can be granted to all employees, including executive officers, outside consultants, and non-employee directors. Vesting periods for share-based awards are generally two, three five We also issue restricted performance stock units with vesting that is in part contingent on both TSR compared to members of our peer group and continued service. For the market-based restricted performance stock units issued during the year ended December 31, 2021 and 2020, the payouts at vesting which are linearly interpolated between the percentiles specified below are as follows: Payout Schedule Percentile Rank Payout Percentage Greater than 80% 200 % 50% 100 % 30% 50 % Less than 30% — % Notwithstanding the foregoing, if our TSR is negative for the performance period, then the vesting percentage shall not exceed 100%. In addition, we reduce the shares available for grant to cover the potential payout of 200%. To value these market-based restricted performance stock units, we used a Monte Carlo simulation model on the date of grant. Compensation expense for restricted stock units with performance and market conditions is recognized over the requisite service period using the straight-line method. The assumptions used to value these market based restricted performance stock units are as follows: 2021 2020 2019 Risk-free interest rate 0.29 % 0.56 % 2.40 % Expected stock price volatility 51.01 % 42.21 % 39.95 % Dividend yield 0.00 % 0.00 % 0.00 % Expected term (in years) 2.80 2.80 2.79 Our stock incentive plans as of December 31, 2021 are summarized as follows (in thousands): Shares Shares Stock Non-vested Restricted Stock and Restricted Stock Units Options assumed from acquisition 2,227 283 88 — 2006 Incentive Plan 71,669 — 344 — 2015 Incentive Plan 42,731 7,913 13 15,138 Total as of December 31, 2021 116,627 8,196 445 15,138 2015 Equity Incentive Plan On June 3, 2015, we adopted our 2015 Equity Incentive Plan which replaced the 2006 Incentive Plan. Shares issued under the plan may be authorized and unissued shares or may be issued shares that we have reacquired. Shares covered by awards that are forfeited, canceled or otherwise expire without having been exercised or settled, or that are settled by cash or other non-share consideration, will become available for issuance pursuant to a new award. Shares that are tendered or withheld to pay the exercise price of an award or to satisfy tax withholding obligations will not be available for issuance pursuant to new awards. Our 2015 Equity Incentive Plan will terminate on June 3, 2025. At December 31, 2021, there are 7,913 shares available for future grant under the 2015 Equity Incentive Plan. The 2015 Equity Incentive Plan permits the grant of stock options, restricted stock, restricted stock units, stock appreciation rights, performance stock, performance units, annual awards, and other awards based on, or related to, shares of our common stock. Options awarded under our 2015 Equity Incentive Plan may be non-qualified stock options or may qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended. For purposes of complying with the requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended, the maximum number of shares of common stock that may be subject to stock options, stock appreciation rights, performance-based restricted stock awards, performance-based restricted stock units and performance-based stock awards granted to any participant other than a non-employee director during any calendar year will be limited to 10,000 shares of common stock for each such award type individually. The maximum number of shares of common stock that may be subject to stock options, stock appreciation rights, restricted stock awards, restricted stock units and stock awards granted to any non-employee director during any calendar year will be limited to 10,000 shares of common stock for all such award types in the aggregate. Further, the maximum amount that may become payable to any one Participant during any one calendar year under all Cash Performance Awards intended to qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended, is limited to $5,000. Stock Options The following table summarizes the activity and changes related to stock options during the year: Stock Options Outstanding Shares Weighted Average Exercise Price Per Share (in thousands) Outstanding at December 31, 2020 1,501 $ 4.90 Stock options exercised (1,047) 5.56 Stock options canceled (9) 4.23 Outstanding at December 31, 2021 445 $ 3.35 Vested and expected to vest at December 31, 2021 445 $ 3.35 Exercisable at December 31, 2021 445 $ 3.35 There were no options granted in 2020, 2019, and 2018. The aggregate intrinsic value of exercised stock options for the years ended December 31, 2021, 2020, and 2019 was $11,927, $26,133, and $7,616, respectively. Restricted Stock and Restricted Stock Units The following table summarizes the activity and changes related to restricted stock and restricted stock units during the year: Restricted Stock and Restricted Stock Units Outstanding Units Weighted Average Grant Date Fair Value Per Unit (in thousands) Non-vested at December 31, 2020 14,623 $ 9.65 Restricted stock and restricted stock units granted 10,599 15.42 Restricted stock and restricted stock units vested (6,468) 12.57 Restricted stock and restricted stock units canceled (3,616) 9.97 Non-vested at December 31, 2021 15,138 $ 13.28 The weighted average grant date fair market value of restricted stock and restricted stock units granted was $15.42, $8.49, and $11.29 per unit during the year ended December 31, 2021, 2020, and 2019, respectively. The fair value of restricted stock and restricted stock units that vested during the years ended December 31, 2021, 2020, and 2019 was $81,281, $42,886, and $32,872, respectively. The aggregate intrinsic value of restricted stock units outstanding was $314,714 as of December 31, 2021. From time to time, our Compensation Committee has determined that it is prudent to grant awards for incentive and retention purposes. In normal course, RSUs were granted on November 1, 2021 and November 8, 2021 to executives and certain key employees for retention purposes. These RSUs vest over a two year period. Given the timing of the grant of RSUs relative to the announcement of the acquisition of the Company by Ericsson on November 22, 2021, the RSUs were valued utilizing a price that was substantively close to the Merger Consideration included in the Merger Agreement which incorporated the effect of the expected increase of the share price resulting from the announcement rather than the closing price of the Company's stock on the date of grant which is typically how the Company determines the grant date fair value of RSUs and resulted in an immaterial increase to share-based compensation for the year ended December 31, 2021. Supplemental Information Total share-based compensation expense recognized for the years ended December 31, 2021, 2020, and 2019 was $79,900, $45,667, and $45,242, respectively, which were recorded to cost of services and general and administrative expense in the consolidated statements of operations. During the year ended December 31, 2021, the Company modified awards for certain individuals in connection with strategies implemented to mitigate the impact of 280G of the IRS Code which resulted in $9,579 of incremental stock compensation expense being recognized in the current year to reflect the revised fair value of the modified awards. As of December 31, 2021, total unamortized share-based compensation was $121,108, accounting for forfeitures when they occur, which is expected to be amortized over the remaining weighted average recognition period of 2.0 years. Compensation costs for all share-based awards are amortized on a straight-line basis over the requisite service period. Our current policy is to issue new shares to settle the exercise of stock options and prospectively, the vesting of restricted stock units. Information regarding the options outstanding as of December 31, 2021 is summarized below: Stock Options Outstanding Stock Options Exercisable Range of Stock Weighted Weighted Average Exercise Price Aggregate Stock Options Vested and Exercisable Weighted Average Remaining Contractual Life Weighted Average Exercise Price Aggregate (in thousands) (in years) (in thousands) (in thousands) (in years) (in thousands) $0.69 to $1.99 88 1.10 88 1.10 $2.00 to $4.00 174 2.94 174 2.94 $4.01 to $7.25 183 4.83 183 4.83 445 2.29 3.35 $ 7,754 445 2.29 3.35 $ 7,754 Retirement Plan |
Leases Leases
Leases Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lessee, Operating Leases | Leases The Company entered into various non-cancelable operating lease arrangements for certain of our existing office and telecommunications co-location space as well as operating leases for certain equipment. The operating leases expire at various times through 2028, some of which provide the Company options to extend the leases for terms up to 5 years beyond the original term. We are committed to pay a portion of the buildings’ operating expenses as required under the arrangements which we will separate as a non-lease component when readily determinable. The Company did not have any finance leases as of December 31, 2021 and 2020. During the year ended December 31, 2021, 2020, and 2019, the Company incurred operating lease expense of $9,634, $10,976, and $14,390, respectively, related to its operating leases. In addition, the Company received sub-lease income of $1,117, $1,196, and $1,272, respectively, during the year ended December 31, 2021, 2020, and 2019. Additionally, the remaining weighted average lease term for our operating leases was 4.58 years and the weighted average discount rate utilized to measure the Company's operating leases was 4.26% as of December 31, 2021. Supplemental cash flow related to the Company's operating leases is as follows: For the years ended December 31, 2021 December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities $ 11,698 $ 15,380 Right-of-use assets obtained in exchange for lease obligations 8,431 13,023 Maturities of lease liabilities as of December 31, 2021 were as follows: For the year ended December 31, 2021 2022 $ 11,825 2023 11,089 2024 7,193 2025 7,404 2026 6,431 Thereafter 3,280 Total lease payments 47,222 Less imputed interest (4,166) Total $ 43,056 During the first quarter of 2020, the Company amended one of its office leases to remove a renewal period of 5 years beyond the initial lease term. In the Company's adoption of ASC 842, the Company had included the available renewal term within the transition asset and liability as the renewal was highly probable at the time of adoption. As a result, the Company's operating lease liability was reduced by $15,825 with a corresponding reduction in the Company's operating lease right-of-use assets as of March 31, 2020. During the third and fourth quarters of 2020, the Company abandoned a few of its office leases and as such, the Company reduced its operating lease right-of-use asset by $9,503 as of December 31, 2020 by accelerating the amortization of the right-of-use asset through the cease use date which is included in general and administrative expense. During the year ended December 31, 2021, the Company entered into a new lease agreement to relocate its corporate headquarters to a new leased facility located in Holmdel, New Jersey. As a result, the Company expects to incur a charge associated with the abandonment of its former corporate headquarters in early 2022 upon successful relocation. |
Property and Equipment Property
Property and Equipment Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure | Property and Equipment December 31, 2021 December 31, 2020 Network equipment and computer hardware $ 72,660 $ 74,149 Leasehold improvements 37,487 37,752 Customer premise equipment 40,816 34,009 Furniture 3,424 3,472 154,387 149,382 Less accumulated depreciation (130,053) (117,761) Property and equipment $ 24,334 $ 31,621 |
Accrued Liabilities Accrued Lia
Accrued Liabilities Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | Accrued Liabilities December 31, 2021 December 31, 2020 Compensation and benefits, related taxes and temporary labor $ 45,712 $ 43,580 Marketing 32,312 15,319 Taxes and fees 28,214 25,977 Telecommunications 59,934 52,975 Severance 845 3,594 Interest 884 847 Customer credits 4,461 4,738 Professional fees 7,324 1,953 Inventory 886 659 Other accruals 6,263 8,438 $ 186,835 $ 158,080 During the third quarter of September 30, 2020, the Company initiated a business-wide optimization and alignment project to focus the Company's resources and drive stronger operational execution, which includes the previously announced Consumer evaluation. In connection with this project, the Company initiated a reduction in workforce incurring accrued severance costs of $9,410 related to employee exits as well as abandoning a portion of its office leases as further described in Note 12, Leases which together resulted in total restructuring expense included in general and administrative expense during the year ended December 31, 2020 of $18,913. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments Stand-by Letters of Credit We have stand-by letters of credit totaling $1,350 and $1,502, as of December 31, 2021 and 2020, 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 several commitments primarily commitments to vendors who will provide license patents to us, provide web hosting service, provide electricity to our office, provide cloud-based data warehousing, provide software maintenance service, and provide insurance to us. In certain cases, we may terminate these arrangements early upon payment of specified fees. These commitments total $40,883 as of December 31, 2021. Of this total amount, we expect to purchase $29,208 in 2022, $7,894 in 2023, $2,414 in 2024, and $1,367 in 2025, respectively. These amounts do not represent our entire anticipated purchases in the future, but represent only those items for which we are contractually committed. We also purchase products and services as needed with no firm commitment. For this reason, the amounts presented do not provide a reliable indicator of our expected future cash outflows or changes in our expected cash position. Contingencies From time to time, in addition to those identified below, 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 matters noted below 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, federal and foreign regulations. Because of the uncertainty over whether 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. The Company continues to monitor federal regulations relating to net neutrality, rural call completion issues, number slamming, 911 access, access to telecommunication equipment and services by persons with disabilities, caller ID services, number portability, unwanted calls to reassigned numbers, and robocalling. As we continue to expand globally, these types of regulations are likely to be similarly enacted and enforced by the local regulatory authorities. State and Municipal Taxes |
Industry Segment and Geographic
Industry Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Industry Segment and Geographic Information | Industry Segment and Geographic Information ASC 280, Segment Reporting, establishes reporting standards for an enterprise's business segments and related disclosures about its products, services, geographic areas and major customers. Under ASC 280, the method for determining what information to report is based upon the way management organizes the reportable operating segments within the Company for making operating decisions and assessing financial performance. Our chief operating decision-maker reviews revenue and Adjusted EBITDA for each of our reportable operating segments. The items excluded from Adjusted EBITDA are not separately evaluated for each reportable operating segment. In addition, with the exception of goodwill and intangible assets, we do not identify or allocate our assets by the reportable operating segments as this information is not utilized by management to allocate resources or capital. Vonage Communications Platform The Vonage Communications Platform is our single enterprise cloud communications platform, offering our wide range of enterprise communications services and solutions including Communications APIs, Unified Communications, and Contact Center Communications The Vonage Communications Platform brings unique value to businesses by providing multiple communications channels - video, voice, messaging, email and verification - that integrate into applications, products and workflows. This delivers both the power and the flexibility our customers need to disrupt their industries, and enables the type of business continuity, remote work, and remote delivery of services that are now essential for companies to work and serve customers from anywhere. Vonage products and services enable our business customers to fundamentally change how they engage with their customers and team members. We have a robust set of solutions and services that meet the needs of businesses of all sizes, from micro, to SMB through mid-market and enterprise. We provide customers with multiple deployment options designed to provide the reliability and quality of service they demand. Vonage solutions also integrate with today's leading business applications, CRM and productivity tools,, including Google’s G Suite, Zendesk, Salesforce’s Sales and Service Clouds, Microsoft Dynamics, ServiceNow, Oracle, and Clio among others, to drive internal communications and collaboration among team members and external engagement with customers Consumer For our Consumer customers, we enable users to access and utilize our UCaaS services and features, via a single “identity,” either a number or user name, regardless of how they are connected to the Internet, including over 3G/4G, LTE, Cable, or DSL broadband networks. This technology enables us to offer our Consumer customers attractively priced voice and messaging services and other features around the world on a variety of devices. Information about our segment results for the years ended December 31, 2021, 2020, and 2019 were as follows: Service Revenue Revenue Adjusted EBITDA Depreciation and Amortization Year ended December 31, 2021 Vonage Communications Platform $ 1,061,745 $ 1,120,125 $ 10,714 $ 87,872 Consumer 246,553 288,890 186,856 908 Total Vonage $ 1,308,298 $ 1,409,015 $ 197,570 $ 88,780 — Year ended December 31, 2020 Vonage Communications Platform $ 856,492 $ 915,057 $ (56,968) $ 85,210 Consumer 292,003 332,877 227,152 3,707 Total Vonage $ 1,148,495 $ 1,247,934 $ 170,184 $ 88,917 Year ended December 31, 2019 Vonage Communications Platform $ 719,514 $ 803,880 $ (103,266) $ 80,197 Consumer 340,462 385,466 261,362 6,059 Total Vonage $ 1,059,976 $ 1,189,346 $ 158,096 $ 86,256 The Company uses Adjusted EBITDA as the measure of profit or loss for the evaluation of performance and allocation of resources of our reportable operating segments. Adjusted EBITDA is defined as net income or net loss before income tax expense or benefit, interest expense, depreciation and amortization, stock-based expense, amortization of costs to implement cloud computing arrangements, acquisition related transaction and integration costs, organizational transformation costs, restructuring activities, and other non-recurring items. Organizational transformation includes employee related exits including CEO succession, system change management, facility exit costs, and rebranding. Restructuring activities relate to the Company's business-wide optimization and alignment project initiated in 2020 which included employee related exits and further facility exit costs executed upon as part of the overall project. Other non-recurring items principally include certain litigation charges including defense costs and other non-recurring project costs such as the review of the Consumer business review and the business optimization project, both of which were initiated in 2020. This is also consistent with the measure used under our bank credit assessment. Our reconciliation of the aggregate amount of Adjusted EBITDA for our reportable segments to consolidated income before taxes is presented below: Years Ended December 31, 2021 2020 2019 Adjusted EBITDA $ 197,570 $ 170,184 $ 158,096 Interest expense (28,348) (32,160) (32,821) Depreciation and amortization (88,780) (88,917) (86,256) Amortization of costs to implement cloud computing arrangements (3,515) (2,885) (1,362) Share-based expense (79,900) (45,667) (45,242) Acquisition related transactions and integration costs (10,120) — (701) Organizational transformation — (5,119) (14,533) Restructuring activities (2,655) (18,913) — Other non-recurring items (4,314) (8,518) (3,289) Loss before taxes $ (20,062) $ (31,995) $ (26,108) Information about our operations by geographic location is as follows: December 31, 2021 December 31, 2020 Long-lived assets: United States $ 627,243 $ 646,072 United Kingdom 278,173 293,457 Israel 1,702 1,325 $ 907,118 $ 940,854 |
Cash Flow Information Cash Flow
Cash Flow Information Cash Flow Inforamtion | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Cash Flow Information | Cash Flow Information Detail of supplemental disclosures for cash flow and non-cash investing and financing information was as follows: For the years ended December 31, 2021 2020 2019 Supplemental disclosures of cash flow information: Cash paid during the periods for: Interest $ 12,982 $ 15,928 $ 23,006 Income taxes paid net of refunds 2,131 2,298 4,365 Non-cash investing and financing activities: Acquisition of long-term assets included in accounts payable and accrued expenses $ 5,576 $ 3,082 $ 1,326 Share-based compensation expense capitalized in internally developed software costs 6,338 4,136 — Issuance of shares for asset acquisition — — 3,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements have been prepared in accordance with U.S. GAAP. The ASC established by the FASB is the source of authoritative GAAP to be applied to nongovernmental entities. In addition, the rules and interpretive releases of the SEC under the authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The consolidated financial statements include the accounts and operations of Vonage and its wholly-owned subsidiaries for which we have a controlling interest. All intercompany balances and transactions have been eliminated in consolidation. The usual condition for a controlling financial interest is ownership of a majority of the voting interests of an entity; however, a controlling financial interest may also exist through arrangements that do not involve controlling voting interests. As such, Vonage applies the guidance of ASC 810, Consolidations |
Revenue Recognition | Revenue Recognition Our results are presented in accordance with the guidance of ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , or Topic 606. We measure revenue based upon consideration specified by contracts with our customers. Revenue is recognized when our performance obligation under the contract is satisfied by transferring control over the product or service to the customer. We derive our revenues for our Consumer and VCP segments primarily from the sale of our communication services, access, and products along with USF as further described in Note 4, Revenue Recognition |
Contract Acquisition Costs | Contract Acquisition Costs We have various commission programs for which eligible employees and third parties may earn commission on sales of services and products to customers. We expect that these commission fees are recoverable and, therefore, we have capitalized these commissions as contract costs included within deferred customer acquisitions cost on our consolidated balance sheet. Capitalized commission fees are amortized to sales and marketing expense over estimated customer life, which is 7 years for VCP customers. In addition, the Company expenses sales commissions for commission plans related to customer arrangements deemed less than a year and for residuals and renewals. |
Cost of Revenues | Cost of Revenues Cost of revenues is primarily comprised of cost of services consisting of costs that we pay to third parties such as 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, costs 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 are also included in cost of service. These costs also include taxes that we pay on telecommunications services from our suppliers or are imposed by government agencies such as 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 services excludes depreciation and amortization expense of $61,874, $51,408, and $38,167 for the years ended December 31, 2021, 2020, and 2019, respectively. Also included in cost of revenues is costs of goods sold consisting primarily of costs incurred on customer equipment for customers who subscribe through the direct sales channel in excess of activation fees. The amortization of deferred customer equipment, the cost of shipping and handling for customer equipment, and the cost of certain promotions are also included in cost of goods sold. We categorize cost of revenues as follows: Services, access and product cost of revenues. Services cost of revenues consists of costs associated with network operations and technical support personnel, communication origination, and termination services provided by third party carriers and excludes depreciation and amortization. Access and product cost of revenues includes equipment sold to customers, shipping and handling, professional services, cost of certain products including equipment or services that we give customers as promotions, and broadband access. USF cost of revenues. USF cost of revenues represents contributions to the Federal USF and related fees. |
Sales and Marketing Expenses | Sales and Marketing ExpensesSales 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. We expense advertising costs during the period in which they are incurred. Advertising costs included in sales and marketing were $42,816, $40,862, and $46,606 for the years ended December 31, 2021, 2020, and 2019, respectivel |
Engineering and Development Expenses | Engineering and Development ExpensesEngineering and development expenses predominantly include personnel and related costs for developers responsible for research and development of new products. Costs related to preliminary project activities and post implementation activities are expensed as incurred. |
Cash, Cash Equivalents and Marketable Securities | Cash, Cash Equivalents and Restricted Cash 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. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheet to same such amounts show in the consolidated statement of cash flows: As of December 31, 2021 2020 2019 Cash and cash equivalents $ 18,342 $ 43,078 $ 23,620 Restricted cash 1,967 1,919 2,015 $ 20,309 $ 44,997 $ 25,635 |
Certain Risks and Concentrations | Certain Risks and ConcentrationsFinancial instruments that potentially subject us to concentrations of credit risk consist principally of cash equivalents 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. 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, 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. |
Property and Equipment | Property and Equipment Property and equipment includes acquired assets and consist principally of network equipment and computer hardware, furniture, and leasehold improvements. Company-owned equipment in use at customer premises is also included in property and equipment. Network equipment, 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 |
Lesses | Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use assets, operating lease obligations, current portion and operating lease obligations on the Company's consolidated balance sheets. A right-of-use asset represents the Company's right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. A right-of-use asset and related liability is recognized at the commencement date of the arrangement based upon the present value of lease payments over the lease term. As most of our lease arrangements do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. When the Company has the option to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset, and it is reasonably certain that the Company will exercise the option, the Company will consider these options in determining the classification and measurement of the lease. Lease expense for lease payments is recognized on a straight-line basis over the term of the lease arrangement. From time to time, the Company may abandon one of its leased locations. Upon abandonment, the Company will accelerate the amortization of the related right-of-use asset through the abandonment date within rent expense. |
Software | Software The Company capitalizes software which primarily consists of qualifying internal-use software development costs that are incurred during the application development stage. Capitalization is dependent on whether management with the relevant authority has authorized and committed to funding the project, it is probable the project will be completed, and the software will be used to perform the function intended. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Capitalized software is stated at cost less accumulated amortization and amortized on a straight-line basis over their estimated useful lives. Cloud Computing Arrangements The Company incurs costs to implement cloud computing arrangements that are hosted by a third party vendor. Generally, these arrangements are service contracts that do not provide the Company with the right to take possession of the software or the ability to run the software on its own hardware or contract with another party, other than the vendor, to host the software. As such, the costs incurred to implement these arrangements are capitalized into other assets on the Company's balance sheet and amortized on a straight-line basis over their estimated useful lives expensed along with respective hosting fees. |
Goodwill and Intangible Assets | Goodwill In accordance with ASC 350, Intangibles - Goodwill and Other , we recognize goodwill for the excess cost of an acquired business over the fair value assigned to assets acquired and liabilities assumed. Goodwill is tested for impairment on an annual basis on October 1st and, when specific circumstances dictate, between annual tests. A goodwill impairment loss is measured at the amount by which a reporting unit's carrying amount, including goodwill, exceeds its fair value, not to exceed the carrying amount of goodwill. Additionally, an entity has the ability to assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount, including goodwill. If determined to be necessary, the quantitative impairment test shall be used to identify goodwill impairment and measure the amount of a goodwill impairment loss to be recognized (if any). The Company performed its qualitative assessment of the Unified Communications and Contact Center Communications reporting unit and API reporting unit as of October 1, 2021 and determined that it was not more likely than not that the fair value of the reporting units' was less than its carrying value and accordingly, no impairment needed to be recognized for the year ended December 31, 2021. There were also no impairments recorded during the years ended December 31, 2020 and 2019. 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. two |
Asset Impairments | Asset ImpairmentsWe 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 or asset group 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 long-lived assets are recorded in the statement of operations as part of depreciation and amortization expense. There was no impairment of property and equipment identified for the years ended December 31, 2021, 2020, and 2019. |
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. Costs associated with term loans are netted against the underlying notes payable in accordance with ASU 2015-15, Interest-Imputation of Interest, while costs deferred associated with revolving facilities are included in other assets. Upon refinancing, costs associated with the new debt are either expensed or deferred and unamortized costs associated with the old debt are either written off or deferred and to be amortized as interest expense if deferred using the effective interest method over the life of the new debt per the guidance in ASC 470-50. Total costs related to the Convertible Senior Notes were allocated to the liability and equity components of the Convertible Senior Notes based on the proportion of the proceeds allocated to the debt and equity components. Costs attributable to the liability component were recorded as additional debt discount and amortized to interest expense using the effective interest method over the contractual terms of the Convertible Senior Notes. Costs attributable to the equity component were netted with the equity component in stockholders’ equity. |
Restricted Cash and Letters of Credit | Restricted Cash and Letters of CreditWe had a cash collateralized letter of credit for $1,350 and $1,502 as of December 31, 2021 and 2020, respectively, mainly related to lease deposits for our Holmdel office. In the aggregate, cash reserves and collateralized letters of credit of $1,967 and $1,919 were recorded as long-term restricted cash at December 31, 2021 and 2020, respectively. |
Derivative Financial Instruments | Derivative Financial Instruments The Company accounts for derivative financial instruments under ASC 815, Derivatives and Hedging, which requires the Company to record all derivatives on the balance sheet at fair value unless they qualify for a normal purchase normal sale exception. Changes in the fair value of non-hedge derivatives are immediately recognized into earnings. Changes in the fair value of derivatives accounted for as hedges, if elected for hedge accounting, are either recognized in earnings as an offset to the changes in the fair value of the related hedged assets and liabilities or deferred and recognized as a component of accumulated other comprehensive income, or OCI, until the hedged transactions occur and are recognized in earnings. During 2017, the Company entered into three interest rate swap agreements to mitigate variability in our Credit Facility earnings due to fluctuations in interest rates and has been designated and qualified as a cash flow hedge. The Company assesses hedge effectiveness under the critical terms matched method at inception and at least quarterly through the life of the hedging relationship. If the critical terms of the interest rate swap match the terms of the forecasted transaction, the Company concludes that the hedge is effective. The swaps expired on June 3, 2020. |
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, or 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 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% 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 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. |
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. Acquisition related consideration accounted for as compensation expense, such as restricted cash, restricted stock and option related costs incurred in connection with an acquisition are included in general and administrative expense. On October 18, 2021, the Company completed the acquisition of certain assets and liabilities of Jumper AI Pte. Ltd. for cash consideration of $7 million. The Company has allocated the purchase price primarily to developed technology, customer relationships and goodwill. The Company may make additional payments of up to $9 million over the next two years subject to continuing employment of key individuals and achievement of certain financial targets. |
Foreign Currency | Foreign Currency Generally, the functional currency of our non-United States subsidiaries is the local currency. However, the functional currency of API's United States's subsidiary is the Euro. The financial statements of these subsidiaries are translated to their respective functional currency using month-end rates of exchange for assets and liabilities, and average rates of exchange for revenues, costs, and expenses. Translation gains and losses from the Company's net investments in subsidiaries are deferred and recorded in accumulated other comprehensive income as a component of stockholders’ equity until sale or complete or substantially complete liquidation of the net investment in the foreign entity takes place. Foreign currency transaction gains or losses are reported within other income (expense), net in the Company's consolidated statements of operations. For the year ended December 31, 2021, the amount recognized as foreign currency transaction loss was $457, for the years ended December 31, 2020, the amount recognized as foreign currency transaction gain was $368, and for the year ended December 31, 2019, the amount recognized as foreign currency transaction loss was $727. |
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, which is generally the closing price of the Company's stock on the date of grant, and is recognized as expense over the applicable vesting period of the stock award on a straight-line basis. The Company considers the impact of certain information for which management is aware in determining the grant date fair value of the awards. The Company adopted ASU 2016-09, Improvements to Employee Share-Based Payment Accounting |
Comprehensive Income (Loss) | Comprehensive Income (Loss)Comprehensive income (loss) consists of net income (loss) and other comprehensive items. Other comprehensive items include unrealized gains (losses) on derivatives, foreign currency translation adjustments, and unrealized gains (losses) on available-for-sale securities. |
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 of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates, including uncertainty in the economic environment due to the ongoing outbreak of the novel coronavirus COVID-19. We base our estimates on historical experience, available market information, appropriate valuation methodologies, and on various other assumptions that we believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Estimates are used for such items as depreciable lives for long-lived assets including intangible assets, tax provisions, uncollectible accounts, and assets and liabilities assumed in business combinations, among others. In addition, estimates are used to test long-lived assets and goodwill for impairment. |
Reclassifications | Reclassifications Reclassifications have been made to our consolidated financial statements for the prior year periods to conform to classification used in the current year period including presentation of the Company's segments as further described in Note 16, Industry Segment and Geographical Information |
Recent Accounting Pronouncements | Recent Accounting PronouncementsIn August 2020, the FASB issued ASU 2020-06, "Debt - Debt with Conversion Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity". This ASU simplifies the accounting for certain convertible instruments such that the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under ASC 815, or that do not result in substantial premiums accounted for as paid-in-capital. As a result, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost. In addition, the ASU requires the use of the if-converted method to be applied to convertible instruments when calculating earnings per share. The ASU is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years, using either a modified retrospective or a full retrospective approach. Early adoption is permitted for fiscal years beginning after December 15, 2020. The Company intends to adopt the ASU on a modified retrospective basis on January 1, 2022. Upon adoption, the Company expects to record a $50.1 million decrease to additional paid-in capital, a $34.5 million increase to convertible senior notes, net, a $15.9 million increase in deferred tax assets, and a $31.5 million increase to accumulated deficit. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies Cash, Cash Equivalents and Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cash, Cash Equivalents and Marketable Securities [Abstract] | |
Cash, Cash Equivalents and Marketable Securities | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheet to same such amounts show in the consolidated statement of cash flows: As of December 31, 2021 2020 2019 Cash and cash equivalents $ 18,342 $ 43,078 $ 23,620 Restricted cash 1,967 1,919 2,015 $ 20,309 $ 44,997 $ 25,635 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables detail our revenue from customers disaggregated by primary geographical market, source of revenue, and timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue for our Business and Consumer segments. For the years ended December 31, For the years ended December 31, For the years ended December 31, 2021 2020 2019 VCP Consumer Total VCP Consumer Total VCP Consumer Total Primary geographical markets Americas $ 648,927 $ 279,315 $ 928,242 $ 556,464 $ 322,811 $ 879,275 $ 501,949 $ 374,464 $ 876,413 EMEA 283,300 9,575 292,875 214,530 10,066 224,596 192,910 $ 11,002 203,912 APAC 187,898 — 187,898 144,063 — 144,063 109,021 $ — 109,021 1,120,125 288,890 1,409,015 915,057 332,877 1,247,934 803,880 385,466 1,189,346 Major Sources of Revenue Service revenues $ 1,061,745 $ 246,553 $ 1,308,298 $ 856,492 $ 292,003 $ 1,148,495 $ 719,514 $ 340,462 $ 1,059,976 Access and product revenues 30,522 243 30,765 36,584 278 36,862 46,232 264 46,496 USF revenues 27,858 42,094 69,952 21,981 40,596 62,577 38,134 44,740 82,874 1,120,125 288,890 1,409,015 915,057 332,877 1,247,934 803,880 385,466 1,189,346 |
Contract with Customer, Asset and Liability | The following table provides information about receivables and contract liabilities from contracts with customers: December 31, 2021 December 31, 2020 Receivables (1) $ 147,622 116,304 Contract liabilities (2) 61,420 65,506 (1) Amounts included in accounts receivables on our consolidated balance sheet. (2) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Computation for basic and diluted net (loss) income per share | The following table sets forth the computation for basic and diluted earnings (loss) per share: For the years ended December 31, 2021 2020 2019 Numerator Net loss $ (24,497) $ (36,212) $ (19,482) Denominator Basic and diluted weighted average common shares outstanding 251,500 246,082 242,018 Basic loss per share Basic and diluted loss per share $ (0.10) $ (0.15) $ (0.08) |
Securities excluded from calculation of diluted earnings per common share because of anti-dilutive effects | The following shares were excluded from the calculation of diluted earnings (loss) per share because of their anti-dilutive effects: For the years ended December 31, 2021 2020 2019 Restricted stock units 15,138 14,623 10,389 Employee stock options 445 1,501 4,946 15,583 16,124 15,335 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table provides a summary of the changes in the carrying amounts of goodwill: Balance at January 1, 2020 $ 602,970 Foreign currency translation adjustment 21,358 Balance at December 31, 2020 624,328 Increase due to acquisition of Jumper.ai 2,880 Foreign currency translation adjustment (12,074) Balance at December 31, 2021 $ 615,134 |
Intangible assets, net | December 31, 2021 December 31, 2020 Useful Lives Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Customer relationships 7 to 12 $ 277,435 $ (168,292) $ 109,143 $ 284,692 $ (150,094) $ 134,598 Developed technology 3 to 10 174,862 (123,585) 51,277 173,572 (104,468) 69,104 Patents and patent licenses 3 to 5 21,056 (20,342) 714 20,849 (20,284) 565 Trade names 2 to 5 458 (458) — 500 (500) — Total finite-lived intangible assets $ 473,811 $ (312,677) $ 161,134 $ 479,613 $ (275,346) $ 204,267 |
Total expected future annual amortization | The total expected future annual amortization for the succeeding five years ended December 31 is as follows: Estimated Amortization Expense 2022 $ 41,414 2023 34,735 2024 28,693 2025 14,654 2026 11,768 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Components of income before income tax expense | The components of loss before income taxes are as follows: For the years ended December 31, 2021 2020 2019 United States $ (17,308) $ (9,440) $ 11,994 Foreign (2,754) (22,555) (38,102) $ (20,062) $ (31,995) $ (26,108) |
Components of income tax expense | The income tax (expense) benefit consisted of the following amounts: For the years ended December 31, 2021 2020 2019 Current: Federal $ (675) $ 1,303 $ — Foreign (2,324) (2,637) (3,599) State and local taxes (2,035) (3,235) (3,186) $ (5,034) $ (4,569) $ (6,785) Deferred: Federal $ (1,488) $ (739) $ (1,495) Foreign 1,858 1,290 7,321 State and local taxes 229 (199) 7,585 599 352 13,411 $ (4,435) $ (4,217) $ 6,626 |
Reconciliation of income tax rate | The reconciliation between the United States federal statutory rate of 21% for the year ended December 31, 2021, 2020 and 2019, respectively, to the Company's effective rates are as follows: For the years ended December 31, 2021 2020 2019 U.S. Federal statutory tax rate 21 % 21 % 21 % Statutory permanent items — % — % (3) % Equity-based compensation (7) % 1 % 19 % Acquisition costs (10) % — % — % Officers' compensation (30) % (9) % (7) % Interest 6 % (5) % (10) % State and local taxes, net of federal benefit (7) % (8) % 13 % International tax (reflects effect of losses for which tax benefit not realized) (12) % (7) % (9) % Uncertain tax positions (5) % 1 % 2 % Tax credits 31 % 7 % 1 % Valuation reserve for income taxes and other (19) % (16) % — % Tax rate change 11 % 3 % — % Other (1) % (1) % (2) % Effective tax rate (22) % (13) % 25 % |
Components of deferred tax assets and liabilities | The temporary differences which gave rise to the Company's net deferred tax assets consisted of the following: December 31, 2021 December 31, 2020 Assets and liabilities: Accounts receivable and inventory allowances $ 1,320 $ 1,588 Deferred rent 2,867 3,149 Acquired intangible assets and property and equipment (15,254) (23,360) Accrued expenses 11,485 9,537 Research and development credit 14,480 11,288 Stock option compensation 17,235 18,326 Cumulative translation adjustments 39 39 Deferred revenue 10,819 8,201 Prepaid expense (21,745) (18,892) Convertible debt and capped call (10,713) (9,345) Net operating loss carryforwards 127,139 130,681 Other (186) — 137,486 131,212 Valuation allowance (28,399) (24,838) Deferred tax assets, net, non-current $ 109,087 $ 106,374 |
Schedule of Unrecognized Tax Benefits Roll Forward | Uncertain tax benefits The Company had uncertain tax benefits of $1,271 and $632 as of December 31, 2021 and 2020, respectively. The Company recognizes interest and penalties related to uncertain tax benefits in income tax expense. The Company incurred interest and penalty benefits of $3 for the years ended December 31, 2021, and interest or penalty expenses of $20 and $60 for the years ended December 31, 2020 and 2019, respectively. The following table reconciles the total amounts of uncertain tax benefits: As of December 31, 2021 2020 Balance as of January 1 $ 632 $ 914 Increase due to current year positions 1,061 114 Decrease due to prior year positions (5) — Decrease due to settlements and payments (355) (173) Decrease due to lapse of applicable statute of limitations (60) (238) Increase (Decrease) due to foreign currency fluctuation (2) 15 Uncertain tax benefits as of December 31 $ 1,271 $ 632 |
Long-Term Debt - Long-Term Debt
Long-Term Debt - Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | A schedule of long-term debt, excluding current portion, at December 31, 2021 and 2020 is as follows: December 31, 2021 December 31, 2020 Revolving credit facility - due 2023 130,500 215,500 Convertible senior notes - due 2024 345,000 345,000 Long-term debt including current maturities $ 475,500 $ 560,500 Less unamortized discount 35,472 48,702 Less debt issuance cost 3,919 5,514 Total long-term debt $ 436,109 $ 506,284 |
Schedule of Future Payments under Long-Term Debt obligations | December 31, 2021, future payments under long-term debt obligations over each of the next five years are as follows: Long-term debt 2022 $ — 2023 130,500 2024 345,000 Minimum future payments of principal $ 475,500 |
Schedule of New Carrying Amount of Liability and Equity Components of Notes | The net carrying amount of the liability component of the Convertible Senior Notes was as follows: December 31, 2021 Principal $ 345,000 Unamortized discount (35,472) Unamortized issuance cost (3,919) Net carrying amount $ 305,609 The net carrying amount of the equity component of the Convertible Senior Notes was as follows: December 31, 2021 Proceeds allocated to the conversion option (debt discount) $ 67,664 Issuance cost (1,944) Income tax expense (15,597) Net carrying amount $ 50,123 |
Schedule of Interest Expense Recognized Related to Notes | The following table sets forth the interest expense recognized related to the Convertible Senior Notes: For the years ended December 31, 2021 2020 Contractual interest expense $ 6,038 $ 6,038 Amortization of debt discount 13,230 12,532 Amortization of debt issuance costs 1,595 1,594 Total interest expense related to the Convertible Senior Notes $ 20,863 $ 20,164 |
Accumulated OCI Balance Attributable to Cash Flow Derivatives | The following table summarizes the effects of ASC 815 on the Company's accumulated OCI balance attributable to cash flow derivatives: Years Ended December 31 2020 Accumulated OCI beginning balance $ (1,001) Reclassified from accumulated OCI to income: Due to reclassification of previously deferred gain 1,051 Change in fair value of cash flow hedge accounting contracts, net of tax (50) Accumulated OCI ending balance, net of tax expense of $— $ — Gains expected to be realized from accumulated OCI during the next 12 months $ — |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Common stock issued and outstanding | The following table reflects the changes in the Company's common stock issued and outstanding: For the Year Ended (in thousands) Issued Treasury Outstanding Balance at December 31, 2018 309,736 (69,993) 239,743 Shares issued under the 2015 Equity Incentive Plan 5,832 — 5,832 Employee taxes paid on withholding shares — (2,113) (2,113) Assets acquisition 240 240 Common stock repurchases (853) (853) Balance at December 31, 2019 315,808 (72,959) 242,849 Shares issued under the 2015 Equity Incentive Plan 8,007 — 8,007 Employee taxes paid on withholding shares — (1,882) (1,882) Balance at December 31, 2020 323,815 (74,841) 248,974 Shares issued under the 2015 Equity Incentive Plan 7,515 7,515 Employee taxes paid on withholding shares (2,483) (2,483) Balance at December 31, 2021 331,330 (77,324) 254,006 |
Common stock repurchases | We repurchased the following shares of common stock during the year ended December 31, 2019: December 31, 2019 Shares of common stock repurchased 852,515 Value of common stock repurchased $ 10,000 |
Employee Stock Benefit Plans Em
Employee Stock Benefit Plans Employee Stock Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Market-based restricted performance stock units payout vesting schedule | For the market-based restricted performance stock units issued during the year ended December 31, 2021 and 2020, the payouts at vesting which are linearly interpolated between the percentiles specified below are as follows: Payout Schedule Percentile Rank Payout Percentage Greater than 80% 200 % 50% 100 % 30% 50 % Less than 30% — % |
Assumptions made on restricted performance stock units | The assumptions used to value these market based restricted performance stock units are as follows: 2021 2020 2019 Risk-free interest rate 0.29 % 0.56 % 2.40 % Expected stock price volatility 51.01 % 42.21 % 39.95 % Dividend yield 0.00 % 0.00 % 0.00 % Expected term (in years) 2.80 2.80 2.79 |
Summary of stock incentive plans | Our stock incentive plans as of December 31, 2021 are summarized as follows (in thousands): Shares Shares Stock Non-vested Restricted Stock and Restricted Stock Units Options assumed from acquisition 2,227 283 88 — 2006 Incentive Plan 71,669 — 344 — 2015 Incentive Plan 42,731 7,913 13 15,138 Total as of December 31, 2021 116,627 8,196 445 15,138 |
Summary of stock option activities | The following table summarizes the activity and changes related to stock options during the year: Stock Options Outstanding Shares Weighted Average Exercise Price Per Share (in thousands) Outstanding at December 31, 2020 1,501 $ 4.90 Stock options exercised (1,047) 5.56 Stock options canceled (9) 4.23 Outstanding at December 31, 2021 445 $ 3.35 Vested and expected to vest at December 31, 2021 445 $ 3.35 Exercisable at December 31, 2021 445 $ 3.35 |
Summary of restricted stock and restricted stock unit activities | The following table summarizes the activity and changes related to restricted stock and restricted stock units during the year: Restricted Stock and Restricted Stock Units Outstanding Units Weighted Average Grant Date Fair Value Per Unit (in thousands) Non-vested at December 31, 2020 14,623 $ 9.65 Restricted stock and restricted stock units granted 10,599 15.42 Restricted stock and restricted stock units vested (6,468) 12.57 Restricted stock and restricted stock units canceled (3,616) 9.97 Non-vested at December 31, 2021 15,138 $ 13.28 |
Information regarding options outstanding by exercise price range | Information regarding the options outstanding as of December 31, 2021 is summarized below: Stock Options Outstanding Stock Options Exercisable Range of Stock Weighted Weighted Average Exercise Price Aggregate Stock Options Vested and Exercisable Weighted Average Remaining Contractual Life Weighted Average Exercise Price Aggregate (in thousands) (in years) (in thousands) (in thousands) (in years) (in thousands) $0.69 to $1.99 88 1.10 88 1.10 $2.00 to $4.00 174 2.94 174 2.94 $4.01 to $7.25 183 4.83 183 4.83 445 2.29 3.35 $ 7,754 445 2.29 3.35 $ 7,754 |
Leases Leases (Tables)
Leases Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Operating Lease, Lease Income | Supplemental cash flow related to the Company's operating leases is as follows: For the years ended December 31, 2021 December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities $ 11,698 $ 15,380 Right-of-use assets obtained in exchange for lease obligations 8,431 13,023 |
Lessee, Operating Lease, Liability, Maturity | Maturities of lease liabilities as of December 31, 2021 were as follows: For the year ended December 31, 2021 2022 $ 11,825 2023 11,089 2024 7,193 2025 7,404 2026 6,431 Thereafter 3,280 Total lease payments 47,222 Less imputed interest (4,166) Total $ 43,056 |
Property and Equipment Proper_2
Property and Equipment Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment: | |
Property, Plant and Equipment | December 31, 2021 December 31, 2020 Network equipment and computer hardware $ 72,660 $ 74,149 Leasehold improvements 37,487 37,752 Customer premise equipment 40,816 34,009 Furniture 3,424 3,472 154,387 149,382 Less accumulated depreciation (130,053) (117,761) Property and equipment $ 24,334 $ 31,621 |
Accrued Liabilities Accrued L_2
Accrued Liabilities Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities | December 31, 2021 December 31, 2020 Compensation and benefits, related taxes and temporary labor $ 45,712 $ 43,580 Marketing 32,312 15,319 Taxes and fees 28,214 25,977 Telecommunications 59,934 52,975 Severance 845 3,594 Interest 884 847 Customer credits 4,461 4,738 Professional fees 7,324 1,953 Inventory 886 659 Other accruals 6,263 8,438 $ 186,835 $ 158,080 |
Industry Segment and Geograph_2
Industry Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Information about our segment results for the years ended December 31, 2021, 2020, and 2019 were as follows: Service Revenue Revenue Adjusted EBITDA Depreciation and Amortization Year ended December 31, 2021 Vonage Communications Platform $ 1,061,745 $ 1,120,125 $ 10,714 $ 87,872 Consumer 246,553 288,890 186,856 908 Total Vonage $ 1,308,298 $ 1,409,015 $ 197,570 $ 88,780 — Year ended December 31, 2020 Vonage Communications Platform $ 856,492 $ 915,057 $ (56,968) $ 85,210 Consumer 292,003 332,877 227,152 3,707 Total Vonage $ 1,148,495 $ 1,247,934 $ 170,184 $ 88,917 Year ended December 31, 2019 Vonage Communications Platform $ 719,514 $ 803,880 $ (103,266) $ 80,197 Consumer 340,462 385,466 261,362 6,059 Total Vonage $ 1,059,976 $ 1,189,346 $ 158,096 $ 86,256 |
Reconciliation of aggregate amount of adjusted EBITDA to consolidated income before taxes | Our reconciliation of the aggregate amount of Adjusted EBITDA for our reportable segments to consolidated income before taxes is presented below: Years Ended December 31, 2021 2020 2019 Adjusted EBITDA $ 197,570 $ 170,184 $ 158,096 Interest expense (28,348) (32,160) (32,821) Depreciation and amortization (88,780) (88,917) (86,256) Amortization of costs to implement cloud computing arrangements (3,515) (2,885) (1,362) Share-based expense (79,900) (45,667) (45,242) Acquisition related transactions and integration costs (10,120) — (701) Organizational transformation — (5,119) (14,533) Restructuring activities (2,655) (18,913) — Other non-recurring items (4,314) (8,518) (3,289) Loss before taxes $ (20,062) $ (31,995) $ (26,108) |
Long-Lived Assets by Geographic Area | Information about our operations by geographic location is as follows: December 31, 2021 December 31, 2020 Long-lived assets: United States $ 627,243 $ 646,072 United Kingdom 278,173 293,457 Israel 1,702 1,325 $ 907,118 $ 940,854 |
Cash Flow Information (Tables)
Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | Detail of supplemental disclosures for cash flow and non-cash investing and financing information was as follows: For the years ended December 31, 2021 2020 2019 Supplemental disclosures of cash flow information: Cash paid during the periods for: Interest $ 12,982 $ 15,928 $ 23,006 Income taxes paid net of refunds 2,131 2,298 4,365 Non-cash investing and financing activities: Acquisition of long-term assets included in accounts payable and accrued expenses $ 5,576 $ 3,082 $ 1,326 Share-based compensation expense capitalized in internally developed software costs 6,338 4,136 — Issuance of shares for asset acquisition — — 3,000 |
Nature of Business - Narrative
Nature of Business - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
UNITED STATES | |||
Concentration risk: | |||
Customer Representation Of Revenue, Percentage | 65.00% | 68.00% | 72.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies Cash, Cash Equivalents and Marketable Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Cash, Cash Equivalents and Marketable Securities [Abstract] | ||||
Cash and cash equivalents | $ 18,342 | $ 43,078 | $ 23,620 | |
Restricted cash | 1,967 | 1,919 | 2,015 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | $ 20,309 | $ 44,997 | $ 25,635 | $ 7,104 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | Oct. 18, 2021USD ($) | Dec. 31, 2021USD ($)billing_cycle | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Cost, depreciation and amortization | $ 61,874 | $ 51,408 | $ 38,167 | ||
Advertising Expense | $ 42,816 | 40,862 | 46,606 | ||
Maximum original maturity term of investments to be considered cash and cash equivalents | 3 months | ||||
Number of unsuccessful billing cycles before account termination | billing_cycle | 3 | ||||
Restricted cash | $ 1,967 | 1,919 | |||
Foreign currency transaction gain (loss), before tax | 457 | 368 | 727 | ||
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Payment Arrangement, Amount | 1,400 | 300 | 5,000 | ||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | 50,123 | ||||
Debt Instrument, Unamortized Discount, Noncurrent | 35,472 | ||||
Deferred Tax Liabilities, Deferred Expense, Debt Discount | (15,597) | ||||
Stockholders' Equity Attributable to Parent | 617,721 | 602,774 | 567,062 | $ 535,768 | |
Retained Earnings | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Stockholders' Equity Attributable to Parent | (691,718) | (667,221) | (631,009) | (611,985) | |
Additional Paid-in Capital | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | 50,123 | ||||
Stockholders' Equity Attributable to Parent | 1,646,725 | 1,554,574 | 1,494,469 | 1,415,682 | |
Accounting Standards Update 2020-06 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | 50,100 | ||||
Debt Instrument, Unamortized Discount, Noncurrent | 34,500 | ||||
Deferred Tax Liabilities, Deferred Expense, Debt Discount | 15,900 | ||||
Stockholders' Equity Attributable to Parent | $ 31,500 | ||||
Cumulative Effect, Period of Adoption, Adjustment | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Stockholders' Equity Attributable to Parent | 458 | ||||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2016-02 | Retained Earnings | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Stockholders' Equity Attributable to Parent | $ 458 | ||||
Jumper | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Acquisition Cost | $ 7,000 | ||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 9,000 | ||||
Vonage Communications Platform | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Customer Life | 7 years | ||||
Cost, depreciation and amortization | $ 60,966 | 47,701 | $ 33,484 | ||
Customer premise equipment | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Useful life of property and equipment | 3 years | ||||
Maximum | Network equipment and computer hardware | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Useful life of property and equipment | 5 years | ||||
Minimum | Network equipment and computer hardware | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Useful life of property and equipment | 3 years | ||||
Purchased Intangible Assets | Maximum | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Intangible asset useful life | 12 years | ||||
Purchased Intangible Assets | Minimum | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Intangible asset useful life | 2 years | ||||
Letter of credit-lease deposits | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Restricted cash | $ 1,350 | $ 1,502 |
Recent Events Narrative (Detail
Recent Events Narrative (Details) $ in Billions | Nov. 22, 2021USD ($) |
Ericsson | |
Business Acquisition [Line Items] | |
Acquisition Cost | $ 6.2 |
Revenue Recognition Disaggregat
Revenue Recognition Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 1,409,015 | $ 1,247,934 | $ 1,189,346 |
Service | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 1,308,298 | 1,148,495 | 1,059,976 |
Product | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 30,765 | 36,862 | 46,496 |
USF | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 69,952 | 62,577 | 82,874 |
Vonage Communications Platform | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 1,120,125 | 915,057 | 803,880 |
Vonage Communications Platform | Service | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 1,061,745 | 856,492 | 719,514 |
Vonage Communications Platform | Product | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 30,522 | 36,584 | 46,232 |
Vonage Communications Platform | USF | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 27,858 | 21,981 | 38,134 |
Consumer Service | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 288,890 | 332,877 | 385,466 |
Consumer Service | Service | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 246,553 | 292,003 | 340,462 |
Consumer Service | Product | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 243 | 278 | 264 |
Consumer Service | USF | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 42,094 | 40,596 | 44,740 |
Americas | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 928,242 | 879,275 | 876,413 |
Americas | Vonage Communications Platform | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 648,927 | 556,464 | 501,949 |
Americas | Consumer Service | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 279,315 | 322,811 | 374,464 |
EMEA | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 292,875 | 224,596 | 203,912 |
EMEA | Vonage Communications Platform | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 283,300 | 214,530 | 192,910 |
EMEA | Consumer Service | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 9,575 | 10,066 | 11,002 |
Asia Pacific | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 187,898 | 144,063 | 109,021 |
Asia Pacific | Vonage Communications Platform | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 187,898 | 144,063 | 109,021 |
Asia Pacific | Consumer Service | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 0 | $ 0 | $ 0 |
Revenue Recognition Contract wi
Revenue Recognition Contract with Customer, Asset and Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net of allowance $5,299 of and $8,878, respectively | $ 147,622 | $ 116,304 |
Deferred revenue, current portion | $ 61,420 | $ 65,506 |
Revenue Recognition Narrative (
Revenue Recognition Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total revenues | $ 1,409,015 | $ 1,247,934 | $ 1,189,346 |
Contract with Customer, Liability, Revenue Recognized | 421,340 | 431,220 | 456,855 |
Revenue, Remaining Performance Obligation, Amount | 400,000 | ||
Capitalized Contract Cost, Gross | 101,403 | 85,690 | |
Amortization of deferred customer acquisition costs | $ 20,854 | 16,241 | 11,359 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Year | 18 months | ||
Subscription services | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total revenues | $ 594,319 | 612,551 | 637,980 |
Usage | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total revenues | 614,127 | 447,012 | 338,697 |
USF and others | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total revenues | $ 200,569 | $ 188,371 | $ 212,669 |
Minimum | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue, Performance Obligation, Description of Timing | 1 | ||
Maximum | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue, Performance Obligation, Description of Timing | 3 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Net loss: | $ (24,497) | $ (36,212) | $ (19,482) |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 251,500 | 246,082 | 242,018 |
Earnings Per Share, Basic and Diluted | $ (0.10) | $ (0.15) | $ (0.08) |
Earnings Per Share Antidilutive
Earnings Per Share Antidilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings per share, antidilutive securities: | |||
Antidilutive securities excluded from earnings per common share | 15,583 | 16,124 | 15,335 |
Restricted stock units | |||
Earnings per share, antidilutive securities: | |||
Antidilutive securities excluded from earnings per common share | 15,138 | 14,623 | 10,389 |
Employee stock options | |||
Earnings per share, antidilutive securities: | |||
Antidilutive securities excluded from earnings per common share | 445 | 1,501 | 4,946 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Earnings Per Share [Abstract] | ||
Debt Instrument, Convertible, Conversion Price | $ 16.72 | $ 16.72 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | $ 624,328 | $ 602,970 |
Goodwill, Acquired During Period | 2,880 | |
Foreign currency translation adjustment | (12,074) | (21,358) |
Goodwill, end of period | $ 615,134 | $ 624,328 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible assets: | ||
Gross Carrying Value | $ 473,811 | $ 479,613 |
Accumulated Amortization | (312,677) | (275,346) |
Net Carrying Value | 161,134 | 204,267 |
Customer relationships | ||
Intangible assets: | ||
Gross Carrying Value | 277,435 | 284,692 |
Accumulated Amortization | (168,292) | (150,094) |
Net Carrying Value | 109,143 | 134,598 |
Developed technology | ||
Intangible assets: | ||
Gross Carrying Value | 174,862 | 173,572 |
Accumulated Amortization | (123,585) | (104,468) |
Net Carrying Value | 51,277 | 69,104 |
Patents and patent licenses | ||
Intangible assets: | ||
Gross Carrying Value | 21,056 | 20,849 |
Accumulated Amortization | (20,342) | (20,284) |
Net Carrying Value | 714 | 565 |
Trade names | ||
Intangible assets: | ||
Gross Carrying Value | 458 | 500 |
Accumulated Amortization | (458) | (500) |
Net Carrying Value | $ 0 | $ 0 |
Minimum | Customer relationships | ||
Intangible assets: | ||
Intangible asset useful life | 7 years | |
Minimum | Developed technology | ||
Intangible assets: | ||
Intangible asset useful life | 3 years | |
Minimum | Patents and patent licenses | ||
Intangible assets: | ||
Intangible asset useful life | 3 years | |
Minimum | Trade names | ||
Intangible assets: | ||
Intangible asset useful life | 2 years | |
Maximum | Customer relationships | ||
Intangible assets: | ||
Intangible asset useful life | 12 years | |
Maximum | Developed technology | ||
Intangible assets: | ||
Intangible asset useful life | 10 years | |
Maximum | Patents and patent licenses | ||
Intangible assets: | ||
Intangible asset useful life | 5 years | |
Maximum | Trade names | ||
Intangible assets: | ||
Intangible asset useful life | 5 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Expected Future Annual Amortization (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 41,414 |
2023 | 34,735 |
2024 | 28,693 |
2025 | 14,654 |
2026 | $ 11,768 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible assets: | |||
Amortization of intangibles | $ 43,177 | $ 54,539 | $ 58,441 |
Income Taxes - Components of In
Income Taxes - Components of Income Before Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (17,308) | $ (9,440) | $ 11,994 |
Foreign | (2,754) | (22,555) | (38,102) |
Loss before income taxes | $ (20,062) | $ (31,995) | $ (26,108) |
Income Taxes - Components of _2
Income Taxes - Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ (675) | $ 1,303 | $ 0 |
Foreign | (2,324) | (2,637) | (3,599) |
State and local taxes | (2,035) | (3,235) | (3,186) |
Current income tax expense (benefit) | (5,034) | (4,569) | (6,785) |
Deferred: | |||
Federal | (1,488) | (739) | (1,495) |
Foreign | 1,858 | 1,290 | 7,321 |
State and local taxes | 229 | (199) | 7,585 |
Deferred income tax expense (benefit) | 599 | 352 | 13,411 |
Income tax expense (benefit) | $ (4,435) | $ (4,217) | $ 6,626 |
Income Taxes - Income Tax Rate
Income Taxes - Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of income tax rate: | |||
U.S. Federal statutory tax rate | 21.00% | 21.00% | 21.00% |
Permanent items | 0.00% | 0.00% | (3.00%) |
Effective Income Tax Rate Reconciliation, Tax Expense (Benefit), Share-based Payment Arrangement, Percent | (7.00%) | 1.00% | 19.00% |
Effective Income Tax Rate Reconciliation, Acquisition Cost, Percent | (10.00%) | 0.00% | 0.00% |
Effective Income Tax Rate Reconciliation, Officers' Compensation, Percent | (30.00%) | (9.00%) | (7.00%) |
Effective Income Tax Rate Reconciliation, Interest, Percent | 6.00% | (5.00%) | (10.00%) |
State and local taxes, net of federal benefit | (7.00%) | (8.00%) | 13.00% |
International tax (reflects effect of losses for which tax benefit not realized) | (12.00%) | (7.00%) | (9.00%) |
Effective Income Tax Rate Reconciliation, Tax Contingency, Percent | (5.00%) | 1.00% | 2.00% |
Effective Income Tax Rate Reconciliation, Tax Credit, Research, Percent | 31.00% | 7.00% | 1.00% |
Valuation reserve for income taxes and other | (19.00%) | (16.00%) | 0.00% |
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent | 11.00% | 3.00% | 0.00% |
Effective Income Tax Rate Reconciliation, Other Adjustments, Percent | (1.00%) | (1.00%) | (2.00%) |
Effective tax rate | (22.00%) | (13.00%) | 25.00% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets and liabilities: | ||
Accounts receivable and inventory allowances | $ 1,320 | $ 1,588 |
Deferred rent | 2,867 | 3,149 |
Acquired intangible assets and property and equipment | (15,254) | (23,360) |
Accrued expenses | 11,485 | 9,537 |
Research and development credit | 14,480 | 11,288 |
Stock option compensation | 17,235 | 18,326 |
Cumulative translation adjustments | 39 | 39 |
Deferred revenue | 10,819 | 8,201 |
Prepaid expense | (21,745) | (18,892) |
Convertible debt and capped call | (10,713) | (9,345) |
Net operating loss carryforwards | 127,139 | 130,681 |
Deferred Tax Liabilities, Other | (186) | 0 |
Deferred Tax Assets, Gross, Total | 137,486 | 131,212 |
Valuation allowance | 28,399 | 24,838 |
Deferred tax assets, net, non-current | $ 109,087 | $ 106,374 |
Income Taxes - Uncertain Tax Be
Income Taxes - Uncertain Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Uncertain Tax Benefits [Abstract] | ||
Uncertain Tax Benefits, Beginning Balance | $ 632 | $ 914 |
Increase due to current year positions | 1,061 | 114 |
Decrease due to prior year positions | (5) | 0 |
Unrecognized Tax Benefits, Increase Resulting from Settlements with Taxing Authorities | 355 | 173 |
Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations | 60 | 238 |
Unrecognized Tax Benefits, Increase Resulting from Foreign Currency Translation | (2) | (15) |
Uncertain Tax Benefits, Ending Balance | $ 1,271 | $ 632 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net operating loss carryforwards: | |||
Effective Income Tax Rate Reconciliation, Tax Credit, Research, Amount | $ 6,000 | ||
Uncertain Tax Benefits | 1,271 | $ 632 | $ 914 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | 3 | $ 20 | $ 60 |
Federal | |||
Net operating loss carryforwards: | |||
Net operating loss carryforwards | 352,077 | ||
State | |||
Net operating loss carryforwards: | |||
Net operating loss carryforwards | 184,914 | ||
Foreign Tax Authority | |||
Net operating loss carryforwards: | |||
Net operating loss carryforwards | $ 170,366 |
Long-Term Debt - Long-term De_2
Long-Term Debt - Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Indebtedness under revolving credit facility | $ 130,500 | $ 215,500 |
Convertible Debt, Noncurrent | 345,000 | 345,000 |
Debt, Long-term and Short-term, Combined Amount | 475,500 | 560,500 |
Debt Instrument, Unamortized Discount | 35,472 | 48,702 |
Debt Issuance Costs, Net | 3,919 | 5,514 |
Long-term debt including current maturities | $ 436,109 | $ 506,284 |
Long-Term Debt - Future Payment
Long-Term Debt - Future Payments Under Long-term Debt Obligations (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Instrument [Line Items] | |
2022 | $ 0 |
2023 | 130,500 |
2024 | 345,000 |
Minimum future payments of principal | $ 475,500 |
Long-Term Debt - Schedule of Ne
Long-Term Debt - Schedule of Net Carrying Amount of Liability Component of Notes (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 |
Debt Disclosure [Abstract] | |||
Debt Instrument, Face Amount | $ 345,000 | $ 300,000 | |
Debt Instrument, Unamortized Discount, Noncurrent | (35,472) | ||
Debt Issuance Costs, Net | (3,919) | $ (5,514) | |
Convertible Notes Payable, Noncurrent | $ 305,609 |
Long-Term Debt - Schedule of _2
Long-Term Debt - Schedule of Net Carrying Amount of Equity Component of Notes (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
Debt Instrument, Convertible, Carrying Amount of Equity Component | $ 67,664 |
Debt Issuance Costs, Equity Component | 1,944 |
Deferred Tax Liabilities, Deferred Expense, Debt Discount | (15,597) |
Debt Instrument Convertible Net Carrying Amount Of Equity Component | $ 50,123 |
Long-Term Debt - Schedule of In
Long-Term Debt - Schedule of Interest Expense REcognized Related to Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Interest Expense, Debt, Excluding Amortization | $ 6,038 | $ 6,038 |
Amortization of Debt Discount (Premium) | 13,230 | 12,532 |
Amortization of financing costs and debt discount | 1,595 | 1,594 |
Interest Expense, Debt | $ 20,863 | $ 20,164 |
Long-Term Debt - Interest Rate
Long-Term Debt - Interest Rate Swap (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 1,051 | |||
Derivative, Gain (Loss) on Derivative, Net | $ (50) | |||
Stockholders' Equity Attributable to Parent | 602,774 | $ 617,721 | $ 567,062 | $ 535,768 |
Gains expected to be realized from accumulated OCI during the next 12 months | 0 | |||
Accumulated Other Comprehensive Income | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Stockholders' Equity Attributable to Parent | 35,988 | $ 21,451 | 9,329 | $ 6,770 |
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Stockholders' Equity Attributable to Parent | $ 0 | $ (1,001) |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) | Jun. 14, 2019USD ($)$ / sharesshares | Aug. 01, 2018 | Jul. 31, 2018USD ($) | Dec. 31, 2021USD ($)$ / shares$ / unit | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Jun. 30, 2020USD ($) |
Debt Instrument [Line Items] | |||||||
Debt Instrument, Face Amount | $ 345,000,000 | $ 300,000,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 1.75% | 1.75% | |||||
Debt Instrument Additional Principal Amount | $ 45,000,000 | ||||||
Proceeds from Debt, Net of Issuance Costs | 334,800,000 | ||||||
Debt Conversion, Converted Instrument, Amount | $ 1,000,000 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 59.8256 | ||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 16.72 | $ 16.72 | |||||
Derivative, Cap Price | $ / unit | 23.46 | ||||||
Payments For Capped Call Transactions | $ 28,325,000 | ||||||
Deferred Tax Assets, Convertible Note Hedge | $ 6,772,000 | ||||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | shares | 852,515,000 | ||||||
Payments for Repurchase of Common Stock | $ 10,000,000 | 0 | 0 | $ 10,000,000 | |||
Shares Issued, Price Per Share | $ / shares | $ 11.73 | ||||||
Repayments of Long-term Debt | 85,000,000 | 80,000,000 | 443,500,000 | ||||
Proceeds from issuance of short and long-term debt | $ 0 | $ 75,000,000 | $ 489,000,000 | ||||
Derivative, Number of Instruments Held | 3 | ||||||
Derivative, Amount of Hedged Item | $ 150,000,000 | ||||||
Derivative, Fixed Interest Rate | 4.70% | ||||||
Credit Facility, 2018 | |||||||
Debt Instrument [Line Items] | |||||||
Line of Credit Facility, Interest Rate at Period End | 2.88% | ||||||
Credit Facility, 2018 | LIBOR Rate Option | Leverage Ratio, Term One | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2.00% | ||||||
Credit Facility, 2018 | LIBOR Rate Option | Leverage Ratio, Term Four | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2.75% | ||||||
Credit Facility, 2018 | Base Rate Option | Federal Funds | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 0.50% | ||||||
Credit Facility, 2018 | Base Rate Option | Base Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.00% | ||||||
Credit Facility, 2018 | Base Rate Option | Leverage Ratio, Term One | Base Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.00% | ||||||
Credit Facility, 2018 | Base Rate Option | Leverage Ratio, Term Four | Base Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.75% | ||||||
Revolving Credit Facility | Line of Credit | Credit Facility, 2018 | |||||||
Debt Instrument [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 500,000,000 | ||||||
Unused capacity, commitment fee, percent | 0.30% | ||||||
Repayments of Long-term Debt | $ 85,000,000 | $ 80,000,000 | |||||
Proceeds from issuance of short and long-term debt | $ 75,000,000 | ||||||
Term Loan | Secured debt | Credit Facility, 2018 | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Face Amount | $ 100,000,000 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 1.75% | 1.75% |
Fair Value, Recurring | Level 2 Assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible Debt, Fair Value Disclosures | $ 457,125 |
Common Stock - Schedule of Stoc
Common Stock - Schedule of Stock by Class (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Stock [Line Items] | |||
Issued, Balance at beginning of the Period | 323,815 | ||
Treasury, Balance at beginning of the period | 74,841 | ||
Outstanding, Balance at beginning of the period | 248,974 | 242,849 | 239,743 |
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture | 7,515 | 8,007 | 5,832 |
Employee taxes paid on withholding shares | (2,483) | (1,882) | (2,113) |
Assets acquisition | 240 | ||
Common stock repurchases | (853) | ||
Issued, Balance at end of the period | 331,330 | 323,815 | |
Treasury, Balance at end of the period | 77,324 | 74,841 | |
Outstanding, Balance at the end of the prirod | 254,006 | 248,974 | 242,849 |
Common Stock | |||
Class of Stock [Line Items] | |||
Issued, Balance at beginning of the Period | 323,815 | 315,808 | 309,736 |
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture | 7,515 | 8,007 | 5,832 |
Employee taxes paid on withholding shares | 0 | 0 | |
Assets acquisition | 240 | ||
Common stock repurchases | |||
Issued, Balance at end of the period | 331,330 | 323,815 | 315,808 |
Treasury Stock | |||
Class of Stock [Line Items] | |||
Treasury, Balance at beginning of the period | 74,841 | 72,959 | 69,993 |
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture | 0 | 0 | |
Employee taxes paid on withholding shares | (2,483) | (1,882) | (2,113) |
Assets acquisition | |||
Common stock repurchases | (853) | ||
Treasury, Balance at end of the period | 77,324 | 74,841 | 72,959 |
Common Stock - Repurchased Shar
Common Stock - Repurchased Shares of Common Stock (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($)shares | |
Common stock repurchases: | |
Stock repurchased during period (in shares) | shares | 852,515 |
Value of common stock repurchased | $ | $ 10,000 |
Common Stock - Narrative (Detai
Common Stock - Narrative (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Common stock repurchases: | ||
Common stock, shares authorized | 596,950,000 | 596,950,000 |
Common Stock | ||
Common stock repurchases: | ||
Common stock, shares authorized | 596,950,000 | 596,950,000 |
Employee Stock Benefit Plans -
Employee Stock Benefit Plans - SBC, Total Share Return (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based compensation: | |
Vesting percentage | 100.00% |
Performance Shares | |
Share-based compensation: | |
Share-based Compensation Arrangement By Share-based Payment Award, Performance Benchmark Percentages | 80.00% |
Vesting percentage | 200.00% |
Performance Shares | Share-based Payment Arrangement, Tranche Three | |
Share-based compensation: | |
Share-based Compensation Arrangement By Share-based Payment Award, Performance Benchmark Percentages | 50.00% |
Vesting percentage | 100.00% |
Performance Shares | Share-based Payment Arrangement, Tranche Two | |
Share-based compensation: | |
Share-based Compensation Arrangement By Share-based Payment Award, Performance Benchmark Percentages | 30.00% |
Vesting percentage | 50.00% |
Performance Shares | Share-based Payment Arrangement, Tranche One | |
Share-based compensation: | |
Share-based Compensation Arrangement By Share-based Payment Award, Performance Benchmark Percentages | 30.00% |
Vesting percentage | 0.00% |
Employee Stock Benefit Plans _2
Employee Stock Benefit Plans - Share-based Compensation, Assumptions Used (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |||
Risk-free interest rate | 0.29% | 0.56% | 2.40% |
Expected stock price volatility | 51.01% | 42.21% | 39.95% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected term (in years) | 2 years 9 months 18 days | 2 years 9 months 18 days | 2 years 9 months 14 days |
Employee Stock Benefit Plans _3
Employee Stock Benefit Plans - Share-based Compensation, by Incentive Plan (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Share-based compensation: | ||
Shares Authorized | 116,627,000 | |
Shares Available for Grant | 8,196,000 | |
Stock Options Outstanding | 445,000 | 1,501,000 |
Non-vested Restricted Stock and Restricted Stock Units | 15,138,000 | 14,623,000 |
Assumed Through Acquisitions | ||
Share-based compensation: | ||
Shares Authorized | 2,227,000 | |
Shares Available for Grant | 283,000 | |
Stock Options Outstanding | 88,000 | |
Non-vested Restricted Stock and Restricted Stock Units | 0 | |
Incentive Plan, 2006 | ||
Share-based compensation: | ||
Shares Authorized | 71,669,000 | |
Shares Available for Grant | 0 | |
Stock Options Outstanding | 344,000 | |
Non-vested Restricted Stock and Restricted Stock Units | 0 | |
Incentive Plan, 2015 | ||
Share-based compensation: | ||
Shares Authorized | 42,731,000 | |
Shares Available for Grant | 7,913,000 | |
Stock Options Outstanding | 13,000 | |
Non-vested Restricted Stock and Restricted Stock Units | 15,138,000 |
Employee Stock Benefit Plans _4
Employee Stock Benefit Plans - Share-based Compensation, Award Activity (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock Options Outstanding, Number of Shares: | |||
Stock options, outstanding (in shares), beginning of period | 1,501 | ||
Stock options exercised (in shares) | (1,047) | ||
Stock options canceled (in shares) | (9) | ||
Stock options, outstanding (in shares), end of period | 445 | 1,501 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 445 | ||
Stock options, exercisable (in shares) | 445 | ||
Stock Options Outstanding, Weighted Average Exercise Price Per Share: | |||
Stock options, outstanding, weighted average exercise price, beginning of period (USD per share) | $ 4.90 | ||
Stock options exercised, weighted average exercise price (USD per share) | 5.56 | ||
Stock options canceled, weighted average exercise price (USD per share) | 4.23 | ||
Stock options, outstanding, weighted average exercise price, end of period (USD per share) | 3.35 | $ 4.90 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | 3.35 | ||
Stock options, exercisable, weighted average exercise price (USD per share) | $ 3.35 | ||
Restricted Stock and Restricted Stock Units, Number of Shares: | |||
Restricted stocks and restricted stock units, outstanding, beginning of period (in shares) | 14,623 | ||
Restricted stocks and restricted stock units, granted (in shares) | 10,599 | ||
Restricted stocks and restricted stock units, exercised (in shares) | (6,468) | ||
Restricted stocks and restricted stock units, canceled (in shares) | (3,616) | ||
Restricted stocks and restricted stock units, outstanding, end of period (in shares) | 15,138 | 14,623 | |
Restricted Stock and Restricted Stock Units, Weighted Average Grant Date Fair Market Value Per Share: | |||
Restricted stocks and restricted stock units, outstanding, weighted average exercise price, beginning of period (USD per share) | $ 9.65 | ||
Restricted stocks and restricted stock units, granted, weighted average exercise price (USD per share) | 15.42 | $ 8.49 | $ 11.29 |
Restricted stocks and restricted stock units, exercised, weighted average exercise price (USD per share) | 12.57 | ||
Restricted stocks and restricted stock units, canceled, weighted average exercise price (USD per share) | 9.97 | ||
Restricted stocks and restricted stock units, outstanding, weighted average exercise price, end of period (USD per share) | $ 13.28 | $ 9.65 |
Employee Stock Benefit Plans _5
Employee Stock Benefit Plans - Range of Exercise Prices (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Share-based compensation by range of exercise prices: | |
Stock Options Outstanding (in shares) | shares | 445 |
Stock Options Outstanding, Weighted Average Remaining Contractual Life | 2 years 3 months 14 days |
Stock Options Outstanding, Weighted Average Exercise Price (USD per share) | $ 3.35 |
Stock Options Outstanding, Aggregate Intrinsic Value | $ | $ 7,754 |
Stock Options Exercisable, Stock Options Vested and Exercisable (in shares) | shares | 445 |
Stock Options Exercisable, Weighted Average Remaining Contractual Life | 2 years 3 months 14 days |
Stock Options Exercisable, Weighted Average Exercise Price (USD per share) | $ 3.35 |
Stock Options Exercisable, Aggregate Intrinsic Value | $ | $ 7,754 |
$0.69 to $1.99 | |
Share-based compensation by range of exercise prices: | |
Range of Exercise Prices, minimum | $ 0.69 |
Range of Exercise Prices, maximum | $ 1.99 |
Stock Options Outstanding (in shares) | shares | 88 |
Stock Options Outstanding, Weighted Average Exercise Price (USD per share) | $ 1.10 |
Stock Options Exercisable, Stock Options Vested and Exercisable (in shares) | shares | 88 |
Stock Options Exercisable, Weighted Average Exercise Price (USD per share) | $ 1.10 |
$2.00 to $4.00 | |
Share-based compensation by range of exercise prices: | |
Range of Exercise Prices, minimum | 2 |
Range of Exercise Prices, maximum | $ 4 |
Stock Options Outstanding (in shares) | shares | 174 |
Stock Options Outstanding, Weighted Average Exercise Price (USD per share) | $ 2.94 |
Stock Options Exercisable, Stock Options Vested and Exercisable (in shares) | shares | 174 |
Stock Options Exercisable, Weighted Average Exercise Price (USD per share) | $ 2.94 |
$4.01 to $7.25 | |
Share-based compensation by range of exercise prices: | |
Range of Exercise Prices, minimum | 4.01 |
Range of Exercise Prices, maximum | $ 7.25 |
Stock Options Outstanding (in shares) | shares | 183 |
Stock Options Outstanding, Weighted Average Exercise Price (USD per share) | $ 4.83 |
Stock Options Exercisable, Stock Options Vested and Exercisable (in shares) | shares | 183 |
Stock Options Exercisable, Weighted Average Exercise Price (USD per share) | $ 4.83 |
Employee Stock Benefit Plans _6
Employee Stock Benefit Plans - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based compensation: | |||
Vesting percentage | 100.00% | ||
Shares Available for Grant | 8,196,000 | ||
Shares Authorized | 116,627,000 | ||
Maximum awards paid annually | $ 5,000 | ||
Stock options, exercises in period, aggregate intrinsic value | $ 11,927 | $ 26,133 | $ 7,616 |
Restricted stocks and restricted stock units, granted, weighted average exercise price (USD per share) | $ 15.42 | $ 8.49 | $ 11.29 |
Restricted stocks and restricted stock units, exercised, aggregate intrinsic value | $ 81,281 | $ 42,886 | $ 32,872 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Nonvested | 314,714 | ||
Share-based compensation expense | 79,900 | $ 45,667 | $ 45,242 |
Total unamortized share-based compensation | $ 121,108 | ||
Total unamortized share-based compensation, period for recognition | 2 years | ||
Maximum employer contribution percentage | 50.00% | 50.00% | 50.00% |
Annual contribution limit per employee | $ 6 | $ 6 | $ 6 |
Retirement plan expense | $ 8,722 | 9,625 | 8,750 |
Performance Shares | |||
Share-based compensation: | |||
Vesting percentage | 200.00% | ||
IRS Code 280G | |||
Share-based compensation: | |||
Share-based compensation expense | $ 9,579 | ||
Selling, general and administrative expense | |||
Share-based compensation: | |||
Share-based compensation expense | $ 79,900 | $ 45,667 | $ 45,242 |
Incentive Plan, 2006 | |||
Share-based compensation: | |||
Shares Available for Grant | 0 | ||
Shares Authorized | 71,669,000 | ||
Incentive Plan, 2015 | |||
Share-based compensation: | |||
Shares Available for Grant | 7,913,000 | ||
Shares Authorized | 42,731,000 | ||
Minimum | |||
Share-based compensation: | |||
Award vesting period | 3 years | ||
Award expiration period | 5 years | ||
Maximum | |||
Share-based compensation: | |||
Award vesting period | 4 years | ||
Award expiration period | 10 years | ||
Maximum | Stock option and stock appreciation rights | |||
Share-based compensation: | |||
Shares Authorized | 10,000,000 | ||
Director | Maximum | Stock option and stock appreciation rights | |||
Share-based compensation: | |||
Shares Authorized | 10,000,000 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental Cash Flow Information [Abstract] | ||
Operating Lease, Payments | $ 11,698 | $ 15,380 |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 8,431 | $ 13,023 |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2022 | $ 11,825 |
2023 | 11,089 |
2024 | 7,193 |
2025 | 7,404 |
2026 | 6,431 |
Thereafter | 3,280 |
Total lease payments | 47,222 |
Less imputed interest | (4,166) |
Operating Lease, Liability | $ 43,056 |
Leases - Narratives (Details)
Leases - Narratives (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating Lease, Expense | $ 9,634,000 | $ 10,976,000 | $ 14,390,000 |
Sublease Income | $ 1,117,000 | $ 1,196,000 | $ 1,272,000 |
Operating Lease, Weighted Average Remaining Lease Term | 4 years 6 months 29 days | ||
Operating Lease, Weighted Average Discount Rate, Percent | 4.26% | ||
Modificationofoperatingleaseliability | $ 15,825,000 | ||
Operating Lease, Right-of-Use Asset, Amortization Expense | $ 9,503,000 |
Property and Equipment Proper_3
Property and Equipment Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property and Equipment: | ||
Property, Plant and Equipment, Gross | $ 154,387 | $ 149,382 |
Less accumulated depreciation | (130,053) | (117,761) |
Property and equipment | 24,334 | 31,621 |
Network equipment and computer hardware | ||
Property and Equipment: | ||
Property, Plant and Equipment, Gross | 72,660 | 74,149 |
Leasehold improvements | ||
Property and Equipment: | ||
Property, Plant and Equipment, Gross | 37,487 | 37,752 |
Customer premise equipment | ||
Property and Equipment: | ||
Property, Plant and Equipment, Gross | 40,816 | 34,009 |
Furniture | ||
Property and Equipment: | ||
Property, Plant and Equipment, Gross | $ 3,424 | $ 3,472 |
Accrued Liabilities Accrued L_3
Accrued Liabilities Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities [Abstract] | ||
Employee-related Liabilities, Current | $ 45,712 | $ 43,580 |
Accrued Marketing Costs, Current | 32,312 | 15,319 |
Taxes Payable, Current | 28,214 | 25,977 |
Accrued Utilities, Current | 59,934 | 52,975 |
Other Employee-related Liabilities, Current | 845 | 3,594 |
Interest Payable | 884 | 847 |
Accrued Customer Credits, Current | 4,461 | 4,738 |
Accrued Professional Fees, Current | 7,324 | 1,953 |
Accrued Inventory | 886 | 659 |
Other Accrued Liabilities, Current | 6,263 | 8,438 |
Accrued expenses | $ 186,835 | $ 158,080 |
Accrued Liabilities Narrative (
Accrued Liabilities Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |||
Severance Costs | $ 9,410 | ||
Business Exit Costs | $ 2,655 | $ 18,913 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Loss Contingencies [Line Items] | |||
Restricted cash | $ 1,967 | $ 1,919 | $ 2,015 |
Vendor Commitments: | |||
Total vendor commitments | 40,883 | ||
2022 | 29,208 | ||
2023 | 7,894 | ||
2024 | 2,414 | ||
2025 | 1,367 | ||
Collection and remittance of state and municipal taxes | Threatened litigation | |||
Vendor Commitments: | |||
Reserve for potential tax liability pending new requirements from state or municipal agencies | 10,010 | ||
Standby Letter of Credit | |||
Loss Contingencies [Line Items] | |||
Restricted cash | $ 1,350 | $ 1,502 |
Industry Segment and Geograph_3
Industry Segment and Geographic Information - Schedule of Segment Results (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Total revenues | $ 1,409,015 | $ 1,247,934 | $ 1,189,346 |
Adjusted EBITDA | 197,570 | 170,184 | 158,096 |
Depreciation and amortization | 88,780 | 88,917 | 86,256 |
Cost, depreciation and amortization | 61,874 | 51,408 | 38,167 |
Service | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 1,308,298 | 1,148,495 | 1,059,976 |
Vonage Communications Platform | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 1,120,125 | 915,057 | 803,880 |
Adjusted EBITDA | 10,714 | (56,968) | (103,266) |
Depreciation and amortization | 87,872 | 85,210 | 80,197 |
Cost, depreciation and amortization | 60,966 | 47,701 | 33,484 |
Vonage Communications Platform | Service | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 1,061,745 | 856,492 | 719,514 |
Consumer Service | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 288,890 | 332,877 | 385,466 |
Adjusted EBITDA | 186,856 | 227,152 | 261,362 |
Depreciation and amortization | 908 | 3,707 | 6,059 |
Cost, depreciation and amortization | 908 | 3,707 | 4,683 |
Consumer Service | Service | |||
Segment Reporting Information [Line Items] | |||
Total revenues | $ 246,553 | $ 292,003 | $ 340,462 |
Industry Segment and Geograph_4
Industry Segment and Geographic Information - Reconciliation of the Reporting Segments' Gross Margin (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Adjusted EBITDA | $ 197,570 | $ 170,184 | $ 158,096 |
Interest Expense | (28,348) | (32,160) | (32,821) |
Depreciation and amortization | (88,780) | (88,917) | (86,256) |
Amortization of Costs to Implement Cloud Computing Arrangements | (3,515) | (2,885) | (1,362) |
Share-based compensation expense | (79,900) | (45,667) | (45,242) |
Acquisition related transactions and integration costs | (10,120) | 0 | (701) |
Organizational transformation | 0 | (5,119) | (14,533) |
Business Exit Costs | (2,655) | (18,913) | 0 |
Other non-recurring items | (4,314) | (8,518) | (3,289) |
Income before income taxes | $ (20,062) | $ (31,995) | $ (26,108) |
Industry Segment and Geograph_5
Industry Segment and Geographic Information - Schedule of Long Lived Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | $ 907,118 | $ 940,854 |
UNITED STATES | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 627,243 | 646,072 |
UNITED KINGDOM | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 278,173 | 293,457 |
ISRAEL | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | $ 1,702 | $ 1,325 |
Cash Flow Information (Details)
Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |||
Interest | $ 12,982 | $ 15,928 | $ 23,006 |
Income taxes paid net of refunds | 2,131 | 2,298 | 4,365 |
Acquisition of long-term assets included in accounts payable and accrued expenses | 5,576 | 3,082 | 1,326 |
Share-based compensation expense capitalized in internally developed software costs | 6,338 | 4,136 | 0 |
Issuance of shares for asset acquisition | $ 0 | $ 0 | $ 3,000 |