Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 08, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | IQNT | |
Entity Registrant Name | INTELIQUENT, INC. | |
Entity Central Index Key | 1,292,653 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 34,233,199 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 119,883 | $ 109,050 |
Receivables — net of allowance of $2,407 and $2,365, respectively | 48,451 | 39,589 |
Prepaid expenses | 3,395 | 9,376 |
Other current assets | 120 | 219 |
Total current assets | 171,849 | 158,234 |
Property and equipment—net | 46,537 | 37,336 |
Goodwill | 1,731 | |
Restricted cash | 320 | 345 |
Deferred income taxes-noncurrent | 8 | 1,059 |
Other assets | 948 | 1,075 |
Total assets | 221,393 | 198,049 |
Current liabilities: | ||
Accounts payable | 3,426 | 424 |
Accrued liabilities: | ||
Taxes payable | 2,329 | 624 |
Network and facilities | 18,801 | 10,984 |
Rent | 2,043 | 1,969 |
Payroll and related items | 2,379 | 2,918 |
Other | 2,585 | 1,297 |
Total current liabilities | 31,563 | 18,216 |
Shareholders’ equity: | ||
Preferred stock—par value of $.001; 50,000 authorized shares; no shares issued and outstanding at June 30, 2016 and December 31, 2015 | ||
Common stock—par value of $.001; 150,000 authorized shares; 37,301 and 34,218 shares issued and outstanding at June 30, 2016, respectively and 37,242 and 33,891 shares issued and outstanding at December 31, 2015, respectively | 37 | 34 |
Less treasury stock, at cost; 3,083 shares at June 30, 2016 and 3,351 shares at December 31, 2015 | (50,106) | (51,668) |
Additional paid-in capital | 226,370 | 225,474 |
Retained earnings | 13,529 | 5,993 |
Total shareholders’ equity | 189,830 | 179,833 |
Total liabilities and shareholders' equity | $ 221,393 | $ 198,049 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Receivables, allowance | $ 2,407 | $ 2,365 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized shares | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized shares | 150,000,000 | 150,000,000 |
Common stock, shares issued | 37,301,000 | 37,242,000 |
Common stock, shares outstanding | 34,218,000 | 33,891,000 |
Treasury stock, shares, at cost | 3,083,000 | 3,351,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenue | $ 90,752 | $ 52,886 | $ 173,081 | $ 107,940 |
Operating expense: | ||||
Network and facilities expense (excluding depreciation and amortization) | 58,614 | 21,295 | 108,812 | 44,060 |
Operations | 8,980 | 7,391 | 17,813 | 15,011 |
Sales and marketing | 1,015 | 765 | 1,918 | 1,408 |
General and administrative | 4,214 | 4,942 | 8,589 | 9,497 |
Depreciation and amortization | 3,487 | 2,600 | 6,830 | 5,243 |
Gain on sale of property and equipment | (149) | (5) | (116) | |
Total operating expense | 76,310 | 36,844 | 143,957 | 75,103 |
Income from operations | 14,442 | 16,042 | 29,124 | 32,837 |
Other (income) expense: | ||||
Interest (income) expense | (90) | 11 | (141) | 27 |
Other income | (1,290) | |||
Total other (income) expense | (90) | 11 | (141) | (1,263) |
Income before provision for income taxes | 14,532 | 16,031 | 29,265 | 34,100 |
Provision for income taxes | 5,557 | 6,031 | 11,154 | 12,918 |
Net income | $ 8,975 | $ 10,000 | $ 18,111 | $ 21,182 |
Earnings per share: | ||||
Basic | $ 0.26 | $ 0.30 | $ 0.53 | $ 0.63 |
Diluted | $ 0.26 | $ 0.29 | $ 0.53 | $ 0.62 |
Weighted average number of shares outstanding: | ||||
Basic | 34,147 | 33,568 | 34,063 | 33,532 |
Diluted | 34,374 | 34,033 | 34,302 | 33,988 |
Dividends paid per share: | $ 0.16 | $ 0.15 | $ 0.31 | $ 0.30 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Operating | ||
Net income | $ 18,111 | $ 21,182 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 6,830 | 5,243 |
Deferred income taxes | (180) | (790) |
Gain on sale of property and equipment | (5) | (116) |
Gain on settlement of Tinet escrow | (1,290) | |
Non-cash share-based compensation | 2,153 | 2,711 |
Provision (benefit) for uncollectible accounts | 42 | (30) |
Excess tax benefit associated with share-based payments | (645) | (313) |
Changes in assets and liabilities: | ||
Receivables | (8,904) | 753 |
Other current assets | 6,080 | 593 |
Other noncurrent assets | 127 | (275) |
Accounts payable | 627 | 868 |
Accrued liabilities | 10,071 | 1,384 |
Net cash provided by operating activities | 34,307 | 29,920 |
Investing | ||
Purchase of property and equipment | (9,756) | (4,930) |
Proceeds from sale of property and equipment | 5 | 125 |
Cash used in acquisitions | (3,650) | |
Decrease in restricted cash | 25 | |
Net cash used for investing activities | (13,376) | (4,805) |
Financing | ||
Proceeds from the exercise of stock options | 396 | 253 |
Restricted shares withheld to cover employee taxes paid | (564) | (750) |
Dividends paid | (10,575) | (10,066) |
Excess tax benefit associated with share-based payments | 645 | 313 |
Net cash used for financing activities | (10,098) | (10,250) |
Net increase in cash and cash equivalents | 10,833 | 14,865 |
Cash and cash equivalents — Beginning | 109,050 | 104,737 |
Cash and cash equivalents — Ending | 119,883 | 119,602 |
Supplemental disclosure of cash flow information: | ||
Cash paid for taxes | 3,335 | 13,164 |
Supplemental disclosure of noncash flow items: | ||
Investing activity — Accrued purchases of property and equipment | 2,394 | $ 767 |
Investing activity — Accrued acquisition contingent consideration | $ 750 |
DESCRIPTION OF THE BUSINESS
DESCRIPTION OF THE BUSINESS | 6 Months Ended |
Jun. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
DESCRIPTION OF THE BUSINESS | 1. DESCRIPTION OF THE BUSINESS Organization — Inteliquent, Inc. (the “Company”) provides voice telecommunications services primarily on a wholesale basis. The Company offers these services using an all-IP network, which enables the Company to deliver global connectivity for a variety of media, including voice and, historically, data and video. The Company’s solutions enable telecommunication service providers to deliver voice telecommunication traffic or other services where they do not have their own network or elect not to use their own network. These solutions are sometimes called “interconnection” or “off-net” services. The Company generally provides its solutions to traditional certificated telecommunications carriers and next-generation telecommunication service providers. During the three months ended March 31, 2015, the Company received a $1.3 million payment from an escrow fund that had been established in connection with the Company’s purchase of the Tinet global data business in 2010. The Company received this payment as a result of a settlement with the sellers of Tinet. The settlement related to a dispute regarding the Company’s claim that certain tax liabilities were not properly represented to the Company at the time the transaction closed. This payment was recorded as other income in the company’s condensed consolidated statements of income for the three months ended March 31, 2015 and the six months ended June 30, 2015, and as an operating cash inflow in the condensed consolidated statements of cash flows for the six months ended June 30, 2015. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation — The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Interim Condensed Consolidated Financial Statements — The accompanying condensed consolidated balance sheets as of June 30, 2016 and December 31, 2015, the condensed consolidated statements of income for the three and six months ended June 30, 2016 and 2015, and the condensed consolidated statements of cash flows for the six months ended June 30, 2016 and 2015 are unaudited. The condensed consolidated balance sheet data as of December 31, 2015 was derived from the audited consolidated financial statements which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015. The accompanying condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission applicable to interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the unaudited interim condensed consolidated financial statements as of June 30, 2016 and for the three and six months ended June 30, 2016 and 2015 have been prepared on the same basis as the audited consolidated statements and reflect all adjustments, which are normal recurring adjustments, necessary for the fair presentation of its statement of financial position, results of operations and cash flows. The results of operations for the three and six months ended June 30, 2016 are not necessarily indicative of the operating results for any subsequent quarter, for the full fiscal year or any future periods. Cash and Cash Equivalents — The Company considers all highly liquid investments with an original maturity of 90 days or less to be cash and cash equivalents. The carrying values of the Company’s cash and cash equivalents approximate fair value. At June 30, 2016, the Company had $34.8 million of cash in banks and $85.1 million in three money market funds. At December 31, 2015, the Company had $22.2 million of cash in banks and $86.9 million in three money market funds. Fair Value Measurements — Certain assets and liabilities are required to be recorded at fair value on a recurring basis. Fair value is determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Assets measured at fair value on a nonrecurring basis include long-lived assets held and used. The fair value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their carrying values. The three-tier fair value hierarchy, which prioritizes valuation methodologies based on the reliability of the inputs, is: Level 1— Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2— Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3— Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. Accounts Receivable and Allowance for Doubtful Accounts — Accounts receivable consist of trade receivables recorded upon recognition of revenue from sales of voice services, reduced by reserves for estimated bad debts. Trade accounts receivable are generally recorded at the invoiced amount and do not bear interest. Credit is extended based on evaluation of the customer’s financial condition. The Company makes judgments as to its ability to collect outstanding receivables and provide allowances for a portion of receivables when collection becomes doubtful. The specific identification method is applied to all significant outstanding invoices to determine this provision. Our allowance for doubtful accounts was $2.4 million at both June 30, 2016 and December 31, 2015. Property and Equipment — Property and equipment is recorded at cost. These values are depreciated over the estimated useful lives of the individual assets using the straight-line method. Any gains and losses from the disposition of property and equipment are included in operations as incurred. The estimated useful life for network equipment and tools and test equipment is five years. The estimated useful life for computer equipment, computer software and furniture and fixtures is three years. Leasehold improvements are amortized on a straight-line basis over an estimated useful life of five years or the life of the lease, whichever is less. As discussed in further detail below, the impairment of long-lived assets is evaluated when events or changes in circumstances indicate that a potential impairment has occurred. Long-lived Assets — The carrying value of long-lived assets, including property and equipment, are reviewed whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Impairment of assets with definite lives is generally determined by comparing projected undiscounted cash flows to be generated by the asset, or appropriate grouping of assets, to its carrying value. If an impairment is identified, a loss is recorded equal to the excess of the asset’s net book value over its fair value. The fair value becomes the new cost basis of the asset. Determining the extent of an impairment, if any, typically requires various estimates and assumptions including using management’s judgment, cash flows directly attributable to the asset, the useful life of the asset and residual value, if any. In addition, the remaining useful life of the impaired asset is revised, if necessary. There were no property and equipment or intangible asset impairment charges in 2015 or during the six months ended June 30, 2016. Goodwill — Goodwill represents the excess of the purchase price of an acquired business over the amounts assigned to assets and liabilities assumed in the business combination. Goodwill is not amortized but is tested for impairment at least annually during the fourth quarter of each year, or more frequent ly if indicators of impairment arise . Goodwill is tested for impairment at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment, referred to as a component. The Company has not identified any components within its single operating segment and, hence, has a single reporting unit for purposes of the goodwill impairment analysis. Revenue Recognition — The Company generates revenue from sales of its voice services. The Company maintains tariffs and executed service agreements with each of its customers in which specific fees and rates are determined. One customer agreement contains multiple voice service elements and is accounted for as a multiple-element arrangement under Accounting Standards Codification (“ASC”) topic 605-25, Revenue Recognition-Multiple Element Arrangements. Following the requirements of ASC 605-25, the Company evaluated the multiple-element arrangement to determine which deliverables represented separate units of accounting and then allocated consideration to each unit of accounting based on their selling prices using relative fair values. Some of these deliverables are treated as non-monetary transactions which are also recorded at fair value. Voice revenue is recorded each month on an accrual basis, when collection is probable, based upon minutes of traffic switched by the Company’s network by each customer, which is referred to as minutes of use. Earnings per Share — Basic earnings per share is computed based on the weighted average number of common shares and participating securities outstanding. Diluted earnings per share is computed based on the weighted average number of common shares and participating securities outstanding adjusted by the number of additional shares that would have been outstanding during the period had the potentially dilutive securities been issued. The following table presents a reconciliation of the numerators and denominators of basic and diluted earnings per share of common stock: Three Months Ended Six Months Ended June 30, June 30, (In thousands, except per share amounts) 2016 2015 2016 2015 Numerator: Net income $ 8,975 $ 10,000 $ 18,111 $ 21,182 Denominator: Weighted average common shares outstanding 34,147 33,568 34,063 33,532 Effect of dilutive securities: Stock options and performance stock units 227 465 239 456 Denominator for diluted earnings per share 34,374 34,033 34,302 33,988 Earnings per share Basic - as reported $ 0.26 $ 0.30 $ 0.53 $ 0.63 Diluted - as reported $ 0.26 $ 0.29 $ 0.53 $ 0.62 Certain awards were not included in the computation of diluted earnings per share because the effect would have been antidilutive. Outstanding share-based awards of 0.1 million were outstanding during both the three and six months ended June 30, 2016, while, 0.7 million were outstanding during both the three and six months ended June 30, 2015, but were not included in the computation of diluted earnings per share because the effect would have been antidilutive. The undistributed earnings allocable to participating securities were less than $0.1 million and $0.1 million for the three and six months ended June 30, 2016 respectively. Accounting for Stock-Based Compensation — The Company records stock-based compensation expense related to stock options, non-vested shares and performance stock units based on fair value. The amount of non-cash share-based expense recorded in the three months ended June 30, 2016 and 2015 was $1.1 million and $0.9 million, respectively. The amount of non-cash share-based expense recorded in the six months ended June 30, 2016 and 2015 was $2.2 million and $2.7 million, respectively. Refer to Note 6, “Stock Options, Non-Vested Shares and Performance Stock Units.” The fair value of stock options is determined using the Black-Scholes valuation model. This model takes into account the exercise price of the stock option, the fair value of the common stock underlying the stock option as measured on the date of grant and an estimation of the volatility of the common stock underlying the stock option. Such value is recognized as expense over the service period, net of estimated forfeitures, using the straight line method. The fair value of non-vested shares is measured based upon the quoted closing market price for the stock on the date of grant. The compensation cost is recognized on a straight-line basis over the vesting period. The fair value of each performance stock unit granted is estimated using a Monte Carlo pricing model. The Monte Carlo simulation model is based on a discounted cash flow approach, with the simulation of a large number of possible stock price outcomes for the Company’s stock and the applicable index. termination of an individual’s service prior to fulfilling the requisite service period will result in forfeiture of units and compensation cost will be reversed. The estimation of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised. The Company considers many factors when estimating expected forfeitures, including types of awards, employee class and historical experience. Actual results, and future changes in estimates, may differ from the Company’s current estimates. Stock Retirement — During the quarter ended June 30, 2016, the Company retired certain shares previously held in treasury. The stock repurchases have been accounted for under the cost method whereby the entire cost of the repurchased and retired shares, net of par value, were recorded to additional paid-in capital. Recent Accounting Pronouncements — In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers , which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The ASU is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. Entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. The ASU is effective for annual reporting periods beginning after December 15, 2017 and early adoption as of December 15, 2016 is permitted. The Company is currently assessing the impact of this standard on the Company’s consolidated financial statements and disclosures . In May 2015, the FASB issued ASU No. 2015-08, Business Combinations (Topic 805): Pushdown Accounting - Amendment to SEC Paragraphs Pursuant to Staff Accounting Bulletin No. 115 . This ASU was issued to amend various SEC paragraphs pursuant to the issuance of Staff Accounting Bulletin No. 115. This ASU is effective for annual periods beginning after December 15, 2015 and is not expected to have a significant impact on the Company’s consolidated financial statements and disclosures . In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments, which eliminates the requirement to retrospectively account for adjustments made to provisional amounts recognized in a business combination. The new guidance requires the cumulative impact of measurement period adjustments, including the impact on prior periods, to be recognized in the reporting period in which the adjustment is recorded. This ASU is effective for annual periods beginning after December 15, 2015 and is not expected to have a significant impact on the Company’s consolidated financial statements and disclosures . In March 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), The new guidance requires lessees to recognize leases on the balance sheet as assets and liabilities to reflect the rights and obligations created by those leases. Leases will continue to be classified as either financing or operating, with classification affecting the recognition, measurement and presentation of expenses and cash flows arising from the leases. Additional qualitative and quantitative disclosures will be required. The ASU is effective for annual reporting periods beginning after December 15, 2018 and early adoption is permitted. The Company is currently assessing the impact of this standard on the Company’s consolidated financial statements and disclosures . In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, effective for annual periods beginning after December 15, 2016, and early adoption is permitted. consolidated financial statements and disclosures |
BUSINESS COMBINATION
BUSINESS COMBINATION | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION | 3. BUSINESS COMBINATION On May 13, 2016 the Company acquired all of the outstanding equity of Shopety, Inc. d/b/a Better Voice (“Shopety”), a developer of communications software and next-generation switching technologies. The acquired technologies expand the capabilities and addressable market of the Company’s next-generation “Omni IQ sm (dollars in thousands) Property and equipment $ 3,900 Goodwill 1,731 Net deferred tax liability (1,231 ) Total consideration $ 4,400 The fair values of assets acquired and liabilities assumed were based on a preliminary valuation and the estimates and assumptions are subject to change within the measurement period of one year from the acquisition date. Any changes to the preliminary estimates during the measurement period will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill. Goodwill is not deductible for tax purposes. The final purchase price allocation is dependent upon the finalization of tax information still in progress. |
CONTINGENCIES
CONTINGENCIES | 6 Months Ended |
Jun. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
CONTINGENCIES | 4. CONTINGENCIES Legal Proceedings From time to time, the Company is a party to legal proceedings arising in the normal course of its business. Aside from the matters discussed below, the Company does not believe that it is a party to any pending legal action that could reasonably be expected to have a material effect on its business or operating results, financial position or cash flows. Free Conferencing Corporation On July 5, 2016, the Company commenced an action against Free Conferencing Corporation individually and doing business as HD Tandem; HD Tandem and Wide Voice, LLC (collectively the “Defendants”) in the United States District Court for the Northern District of Illinois asserting claims under the Racketeer Influenced and Corrupt Organizations Act (“RICO”) and various state laws asserting that the Defendants are improperly charging the Company for telecommunications services and seeking recovery of access fees and other telecommunications charges paid to the Defendants in connection with the termination of certain long distance traffic ( Inteliquent, Inc. v. Free Conferencing Corporation individually and d/b/a HD Tandem; HD Tandem; Wide Voice, LLC; and John Does 1-10 On August 1, 2016, Free Conferencing Corporation filed a complaint against the Company in the United States District Court for the Northern District of Illinois. Free Conferencing Corp. v. Inteliquent, Case No. 1:16-7768 OTT Access Charge Dispute On November 18, 2011, the Federal Communications Commission (the “FCC”) issued an order establishing, among other things, an intercarrier compensation framework for the exchange of switched access traffic. In its order, the FCC attempted to clarify the circumstances under which local exchange carriers are eligible to receive access charges when they deliver access traffic in partnership with entities that utilize Voice over Internet Protocol, or (“VoIP”) technology. The FCC determined that, under certain circumstances, local exchange carriers are eligible to receive access charges when delivering access traffic in partnership with VoIP providers. The FCC has referred to its determination on this issue as the “VoIP Symmetry Rule.” Subsequent to the FCC’s November 2011 order, further disputes developed within the industry concerning the interpretation of the VoIP Symmetry Rule. A number of long distance carriers took the position that, notwithstanding the VoIP Symmetry Rule, local exchange carriers were still not eligible to receive access charges when delivering access traffic in partnership with VoIP providers that deliver service using over-the-top (“OTT”) technology. On February 11, 2015, the FCC released an order clarifying that, pursuant to its VoIP Symmetry Rule, local exchange carriers are entitled to receive access charges when delivering access traffic in partnership with VoIP providers that utilize OTT technology under certain circumstances. This order has been appealed to a federal appellate court. The Company has disputes with certain long distance carriers regarding the payment of access charges to the Company relating to the origination and termination of traffic to VoIP providers that utilize OTT technology. The Company has made judgments as to its ability to collect based on known facts and circumstances and has only recorded revenue when collection has been deemed reasonably assured. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 5. INCOME TAXES Income taxes were computed using an effective tax rate, which is subject to ongoing review and evaluation by the Company. The Company’s estimated effective income tax rate was 38.2% and 38.1% for the three and six months ended June 30, 2016, respectively, compared to 37.6% and 37.9% for the three and six months ended June 30, 2015, respectively. The Company’s estimated effective income tax rate varies from the statutory federal income tax rate of 35% primarily due to the impact of state income taxes. The Company has recorded a valuation allowance against the capital loss created by the sale of its global data business on April 30, 2013 and the Illinois EDGE Credit. The Company believes it is more likely than not that these assets will not be fully realized in the foreseeable future. The realization of deferred tax assets is dependent upon whether the Company can generate future taxable income in the appropriate character and jurisdiction to utilize the assets. The amount of the deferred tax assets considered realizable is subject to adjustment in future periods. The Company files United States federal, state and local income tax returns in the jurisdictions in which it is required to do so. With few exceptions, the Company is no longer subject to an audit of its tax filings for years before 2012. The Internal Revenue Service (“IRS”) has commenced an examination of the Company’s 2013 federal income tax return. As of June 30, 2016, the IRS has not proposed any material adjustments to such income tax return. Audit outcomes and timing of audit settlements are subject to significant uncertainty. It is reasonably possible that within the next twelve months the Company will resolve any matters that may arise during the audit of the Company’s 2013 federal income tax return. |
STOCK OPTIONS, NON-VESTED SHARE
STOCK OPTIONS, NON-VESTED SHARES AND PERFORMANCE STOCK UNITS | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
STOCK OPTIONS, NON-VESTED SHARES AND PERFORMANCE STOCK UNITS | 6. STOCK OPTIONS, NON-VESTED SHARES AND PERFORMANCE STOCK UNITS The Company established the 2003 Stock Option and Stock Incentive Plan (the “2003 Plan”), which provided for issuance of up to 4.7 million options, non-vested shares, and performance stock units to directors, employees and other individuals (whether or not employees) who render services to the Company. In 2007, the Company adopted the Neutral Tandem, Inc. 2007 Long-Term Equity Incentive Plan (the “2007 Plan”) and ceased awarding equity grants under the 2003 Plan. As of June 30, 2016, the Company had granted a total of 1.4 million options, 0.4 million non-vested shares, and 0.2 million performance stock units that remained outstanding under the 2007 Plan. Awards for 2.4 million shares, representing approximately 7.2% of the Company’s outstanding common stock as of June 30, 2016, remained available for additional grants under the 2007 Plan. Options All options granted under the 2003 Plan and the 2007 Plan have an exercise price equal to the market value of the underlying common stock on the date of the grant. During the three months ended June 30, 2016, the Company granted less than 0.1 million options at a weighted average exercise price of $16.02. Additionally, during the three months ended June 30, 2015, the Company granted less than 0.1 million options at a weighted average exercise price of $18.41. During the six months ended June 30, 2016, the Company granted 0.1 million options at a weighted average exercise price of $16.70. Additionally, during the six months ended June 30, 2015, the Company granted 0.1 million options at a weighted average exercise price of $17.02. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model. For the six months ended June 30, 2016 and June 30, 2015, fair value of stock options were measured using the following assumptions: June 30, June 30, 2016 2015 Expected life 7.0 years 7.0 years Risk-free interest rate 1.5% 1.9% Expected dividends 3.6% 3.7% Volatility 46.1% 49.6% The weighted average fair value of options granted, as determined by using the Black-Scholes valuation model, during the six months ended June 30, 2016 and 2015 was $5.40 and $6.03, respectively. The total grant date fair value of options that vested during the six months ended June 30, 2016 and 2015 was approximately $0.4 million and $0.5 million, respectively. The total intrinsic value (market value of stock option less option exercise price) of stock options exercised was $1.6 million and $0.1 million during the six months ended June 30, 2016 and 2015, respectively. A summary of the Company’s stock option activity and related information for the six months ended June 30, 2016 is as follows: Weighted Aggregate Weighted Average Intrinsic Average Shares Exercise Value Remaining (000) Price ($000) Term (yrs) Options outstanding — January 1, 2016 1,430 $ 15.10 Granted 95 16.70 Exercised (116 ) 3.34 Cancelled (19 ) 21.81 Options outstanding — June 30, 2016 1,390 $ 16.10 $ 6,232 3.99 Options Vested or expected to vest — June 30, 2016 1,380 $ 16.10 $ 6,195 3.95 Options Exercisable — June 30, 2016 1,122 $ 16.90 $ 4,316 2.99 The unrecognized compensation cost associated with options outstanding at June 30, 2016 and December 31, 2015 was $1.1 million and $0.8 million, respectively. The weighted average remaining term over which the compensation will be recorded is 2.8 years and 2.7 years as of June 30, 2016 and December 31, 2015, respectively. Non-vested Shares During the three and six months ended June 30, 2016, the Company granted 0.1 million and 0.2 million non-vested shares pursuant to the 2007 Plan. During the three and six months ended June 30, 2015, the Company also granted 0.1 million and 0.2 million non-vested shares pursuant to the 2007 plan. The shares typically vest over a period ranging from six months to four years. The fair value of the non-vested shares is determined using the Company’s closing stock price on the grant date. Compensation cost, measured using the grant date fair value, is recognized over the requisite service period on a straight-line basis. A summary of the Company’s non-vested share activity and related information for the six months ended June 30, 2016 is as follows: Weighted Aggregate Average Intrinsic Shares Grant Date Value (000) Fair Value ($000) Non-vested shares outstanding — January 1, 2016 334 $ 13.77 Granted 213 16.65 Vested (102 ) 14.81 Cancelled (1 ) 15.16 Non-vested shares outstanding — June 30, 2016 444 $ 14.91 $ 8,831 Non-vested shares vested or expected to vest —June 30, 2016 430 $ 14.87 $ 8,553 The aggregate intrinsic value represents the total pre-tax intrinsic value based on the Company’s closing stock price of $19.89 on June 30, 2016. The amount changes based upon the fair market value of the Company’s common stock. The unrecognized compensation cost associated with non-vested shares was $5.3 million and $3.0 million at June 30, 2016 and December 31, 2015, respectively. The weighted average remaining term that the compensation will be recorded was 2.5 years and 2.3 years as of June 30, 2016 and December 31, 2015, respectively. Performance Stock Units During the three months ended June 30, 2016 and June 30, 2015 the Company awarded zero and less than 0.1 million performance stock units, respectively, to members of the Company’s executive management team. During both the six months ended June 30, 2016 and June 30, 2015 the Company awarded 0.1 million performance stock units, to members of the Company’s executive management team. These performance stock units represent a target number of shares (“Target Award”) of the Company’s common stock that the recipient would receive upon the Company’s attainment of the applicable performance goal. These performance stock units were first issued in three tranches under the 2007 Plan with performance being determined based on total shareholder return (“TSR”) during an 18-month, two- and three-year performance period for each of the three tranches, respectively. The performance stock units issued in 2016 are measured on a three year performance period only. At the end of each performance period, the performance stock units will be distributed (to the extent earned and vested) in shares of the Company’s common stock based upon the level of achievement of the Company’s TSR performance targets set for the performance periods. Awards are payable on a graduated basis based on thresholds that measure the Company's performance relative to peers that comprise the applicable index on which each years' awards are measured. Awards can be paid up to 200% of the Target Award or forfeited with no payout if performance is below a minimum established performance threshold. In the event the participant’s employment is terminated without cause and more than half of the performance period has passed, the number of performance stock units issued shall be adjusted proportionately to the number of days of service rendered in the performance period over the total performance period. Each vested performance stock unit will be settled by delivery of common stock no later than March 15th of the calendar year following the calendar year in which the performance stock unit becomes vested. A summary of the Company’s performance stock unit activity and related information for the six months ended June 30, 2016 is as follows: Performance Weighted Stock Average Units Grant Date (000) Fair Value Performance stock units outstanding — January 1, 2016 99 $ 23.19 Granted 56 23.22 Vested — — Cancelled — — Performance stock units outstanding — June 30, 2016 155 $ 23.20 The unrecognized compensation cost associated with performance stock units outstanding at June 30, 2016 and December 31, 2015 was $2.2 million and $1.6 million, respectively. The weighted average remaining term that the compensation will be recorded is 1.9 years and 1.7 years as of June 30, 2016 and December 31, 2015, respectively. |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | 7. FAIR VALUE MEASUREMENT The Company’s money market funds are recognized and disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received to sell an asset in an orderly transaction between market participants as of the measurement date. Fair value is measured using the fair value hierarchy and related valuation methodologies as defined in the authoritative literature. This guidance specifies a hierarchy of valuation techniques based on whether the inputs to each measurement are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions about current market conditions. The prescribed fair value hierarchy and related valuation methodologies are as follows: Level 1 - Quoted prices for identical instruments in active markets. Level 2 - Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations, in which all significant inputs are observable in active markets. Level 3 - Valuations derived from valuation techniques, in which one or more significant inputs are unobservable. The fair value of the Company’s financial asset by level in the fair value hierarchy as of June 30, 2016 and December 31, 2015 was as follows: June 30, 2016 Level 1 Level 2 Level 3 Total Assets: Money Market Funds $ 85,118 $ — $ — $ 85,118 Liabilities: Contingent Consideration $ — $ — $ 750 $ 750 December 31, 2015 Level 1 Level 2 Level 3 Total Assets: Money Market Funds $ 86,871 $ — $ — $ 86,871 Valuation methodology Level 1—Quoted market prices in active markets are available for investments in money market funds. As such, these investments are classified within Level 1. Level 3— The estimated fair value of Level 3 contingent consideration liabilities are based on a weighted probability assessment of achieving certain deliverables, related to the acquisition of Shopety, Inc., which will be determined within one year from the acquisition date. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 8. SEGMENT INFORMATION Segment reporting establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the Chief Executive Officer. The Chief Executive Officer reviews financial information presented on a consolidated basis. The Company operates in one industry segment which is to provide voice interconnection services via the Company’s telecommunications network to fulfill customer agreements. Therefore, the Company has concluded that it has one operating segment. |
SUMMARY OF SIGNIFICANT ACCOUN14
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation — The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Interim Condensed Consolidated Financial Statements | Interim Condensed Consolidated Financial Statements — The accompanying condensed consolidated balance sheets as of June 30, 2016 and December 31, 2015, the condensed consolidated statements of income for the three and six months ended June 30, 2016 and 2015, and the condensed consolidated statements of cash flows for the six months ended June 30, 2016 and 2015 are unaudited. The condensed consolidated balance sheet data as of December 31, 2015 was derived from the audited consolidated financial statements which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015. The accompanying condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission applicable to interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the unaudited interim condensed consolidated financial statements as of June 30, 2016 and for the three and six months ended June 30, 2016 and 2015 have been prepared on the same basis as the audited consolidated statements and reflect all adjustments, which are normal recurring adjustments, necessary for the fair presentation of its statement of financial position, results of operations and cash flows. The results of operations for the three and six months ended June 30, 2016 are not necessarily indicative of the operating results for any subsequent quarter, for the full fiscal year or any future periods. |
Cash and Cash Equivalents | Cash and Cash Equivalents — The Company considers all highly liquid investments with an original maturity of 90 days or less to be cash and cash equivalents. The carrying values of the Company’s cash and cash equivalents approximate fair value. At June 30, 2016, the Company had $34.8 million of cash in banks and $85.1 million in three money market funds. At December 31, 2015, the Company had $22.2 million of cash in banks and $86.9 million in three money market funds. |
Fair Value Measurements | Fair Value Measurements — Certain assets and liabilities are required to be recorded at fair value on a recurring basis. Fair value is determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Assets measured at fair value on a nonrecurring basis include long-lived assets held and used. The fair value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their carrying values. The three-tier fair value hierarchy, which prioritizes valuation methodologies based on the reliability of the inputs, is: Level 1— Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2— Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3— Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts — Accounts receivable consist of trade receivables recorded upon recognition of revenue from sales of voice services, reduced by reserves for estimated bad debts. Trade accounts receivable are generally recorded at the invoiced amount and do not bear interest. Credit is extended based on evaluation of the customer’s financial condition. The Company makes judgments as to its ability to collect outstanding receivables and provide allowances for a portion of receivables when collection becomes doubtful. The specific identification method is applied to all significant outstanding invoices to determine this provision. Our allowance for doubtful accounts was $2.4 million at both June 30, 2016 and December 31, 2015. |
Property and Equipment | Property and Equipment — Property and equipment is recorded at cost. These values are depreciated over the estimated useful lives of the individual assets using the straight-line method. Any gains and losses from the disposition of property and equipment are included in operations as incurred. The estimated useful life for network equipment and tools and test equipment is five years. The estimated useful life for computer equipment, computer software and furniture and fixtures is three years. Leasehold improvements are amortized on a straight-line basis over an estimated useful life of five years or the life of the lease, whichever is less. As discussed in further detail below, the impairment of long-lived assets is evaluated when events or changes in circumstances indicate that a potential impairment has occurred. |
Long-lived Assets | Long-lived Assets — The carrying value of long-lived assets, including property and equipment, are reviewed whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Impairment of assets with definite lives is generally determined by comparing projected undiscounted cash flows to be generated by the asset, or appropriate grouping of assets, to its carrying value. If an impairment is identified, a loss is recorded equal to the excess of the asset’s net book value over its fair value. The fair value becomes the new cost basis of the asset. Determining the extent of an impairment, if any, typically requires various estimates and assumptions including using management’s judgment, cash flows directly attributable to the asset, the useful life of the asset and residual value, if any. In addition, the remaining useful life of the impaired asset is revised, if necessary. There were no property and equipment or intangible asset impairment charges in 2015 or during the six months ended June 30, 2016 |
Goodwill | Goodwill — Goodwill represents the excess of the purchase price of an acquired business over the amounts assigned to assets and liabilities assumed in the business combination. Goodwill is not amortized but is tested for impairment at least annually during the fourth quarter of each year, or more frequent ly if indicators of impairment arise . Goodwill is tested for impairment at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment, referred to as a component. The Company has not identified any components within its single operating segment and, hence, has a single reporting unit for purposes of the goodwill impairment analysis. |
Revenue Recognition | Revenue Recognition — The Company generates revenue from sales of its voice services. The Company maintains tariffs and executed service agreements with each of its customers in which specific fees and rates are determined. One customer agreement contains multiple voice service elements and is accounted for as a multiple-element arrangement under Accounting Standards Codification (“ASC”) topic 605-25, Revenue Recognition-Multiple Element Arrangements. Following the requirements of ASC 605-25, the Company evaluated the multiple-element arrangement to determine which deliverables represented separate units of accounting and then allocated consideration to each unit of accounting based on their selling prices using relative fair values. Some of these deliverables are treated as non-monetary transactions which are also recorded at fair value. Voice revenue is recorded each month on an accrual basis, when collection is probable, based upon minutes of traffic switched by the Company’s network by each customer, which is referred to as minutes of use. |
Earnings Per Share | Earnings per Share — Basic earnings per share is computed based on the weighted average number of common shares and participating securities outstanding. Diluted earnings per share is computed based on the weighted average number of common shares and participating securities outstanding adjusted by the number of additional shares that would have been outstanding during the period had the potentially dilutive securities been issued. The following table presents a reconciliation of the numerators and denominators of basic and diluted earnings per share of common stock: Three Months Ended Six Months Ended June 30, June 30, (In thousands, except per share amounts) 2016 2015 2016 2015 Numerator: Net income $ 8,975 $ 10,000 $ 18,111 $ 21,182 Denominator: Weighted average common shares outstanding 34,147 33,568 34,063 33,532 Effect of dilutive securities: Stock options and performance stock units 227 465 239 456 Denominator for diluted earnings per share 34,374 34,033 34,302 33,988 Earnings per share Basic - as reported $ 0.26 $ 0.30 $ 0.53 $ 0.63 Diluted - as reported $ 0.26 $ 0.29 $ 0.53 $ 0.62 Certain awards were not included in the computation of diluted earnings per share because the effect would have been antidilutive. Outstanding share-based awards of 0.1 million were outstanding during both the three and six months ended June 30, 2016, while, 0.7 million were outstanding during both the three and six months ended June 30, 2015, but were not included in the computation of diluted earnings per share because the effect would have been antidilutive. The undistributed earnings allocable to participating securities were less than $0.1 million and $0.1 million for the three and six months ended June 30, 2016 respectively. |
Accounting for Share-Based Payments | Accounting for Stock-Based Compensation — The Company records stock-based compensation expense related to stock options, non-vested shares and performance stock units based on fair value. The amount of non-cash share-based expense recorded in the three months ended June 30, 2016 and 2015 was $1.1 million and $0.9 million, respectively. The amount of non-cash share-based expense recorded in the six months ended June 30, 2016 and 2015 was $2.2 million and $2.7 million, respectively. Refer to Note 6, “Stock Options, Non-Vested Shares and Performance Stock Units.” The fair value of stock options is determined using the Black-Scholes valuation model. This model takes into account the exercise price of the stock option, the fair value of the common stock underlying the stock option as measured on the date of grant and an estimation of the volatility of the common stock underlying the stock option. Such value is recognized as expense over the service period, net of estimated forfeitures, using the straight line method. The fair value of non-vested shares is measured based upon the quoted closing market price for the stock on the date of grant. The compensation cost is recognized on a straight-line basis over the vesting period. The fair value of each performance stock unit granted is estimated using a Monte Carlo pricing model. The Monte Carlo simulation model is based on a discounted cash flow approach, with the simulation of a large number of possible stock price outcomes for the Company’s stock and the applicable index. termination of an individual’s service prior to fulfilling the requisite service period will result in forfeiture of units and compensation cost will be reversed. The estimation of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised. The Company considers many factors when estimating expected forfeitures, including types of awards, employee class and historical experience. Actual results, and future changes in estimates, may differ from the Company’s current estimates. |
Stock Retirement | Stock Retirement — During the quarter ended June 30, 2016, the Company retired certain shares previously held in treasury. The stock repurchases have been accounted for under the cost method whereby the entire cost of the repurchased and retired shares, net of par value, were recorded to additional paid-in capital |
Recent Accounting Pronouncements | Recent Accounting Pronouncements — In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers , which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The ASU is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. Entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. The ASU is effective for annual reporting periods beginning after December 15, 2017 and early adoption as of December 15, 2016 is permitted. The Company is currently assessing the impact of this standard on the Company’s consolidated financial statements and disclosures . In May 2015, the FASB issued ASU No. 2015-08, Business Combinations (Topic 805): Pushdown Accounting - Amendment to SEC Paragraphs Pursuant to Staff Accounting Bulletin No. 115 . This ASU was issued to amend various SEC paragraphs pursuant to the issuance of Staff Accounting Bulletin No. 115. This ASU is effective for annual periods beginning after December 15, 2015 and is not expected to have a significant impact on the Company’s consolidated financial statements and disclosures . In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments, which eliminates the requirement to retrospectively account for adjustments made to provisional amounts recognized in a business combination. The new guidance requires the cumulative impact of measurement period adjustments, including the impact on prior periods, to be recognized in the reporting period in which the adjustment is recorded. This ASU is effective for annual periods beginning after December 15, 2015 and is not expected to have a significant impact on the Company’s consolidated financial statements and disclosures . In March 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), The new guidance requires lessees to recognize leases on the balance sheet as assets and liabilities to reflect the rights and obligations created by those leases. Leases will continue to be classified as either financing or operating, with classification affecting the recognition, measurement and presentation of expenses and cash flows arising from the leases. Additional qualitative and quantitative disclosures will be required. The ASU is effective for annual reporting periods beginning after December 15, 2018 and early adoption is permitted. The Company is currently assessing the impact of this standard on the Company’s consolidated financial statements and disclosures . In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, effective for annual periods beginning after December 15, 2016, and early adoption is permitted. consolidated financial statements and disclosures |
SUMMARY OF SIGNIFICANT ACCOUN15
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Earnings Per Share | The following table presents a reconciliation of the numerators and denominators of basic and diluted earnings per share of common stock: Three Months Ended Six Months Ended June 30, June 30, (In thousands, except per share amounts) 2016 2015 2016 2015 Numerator: Net income $ 8,975 $ 10,000 $ 18,111 $ 21,182 Denominator: Weighted average common shares outstanding 34,147 33,568 34,063 33,532 Effect of dilutive securities: Stock options and performance stock units 227 465 239 456 Denominator for diluted earnings per share 34,374 34,033 34,302 33,988 Earnings per share Basic - as reported $ 0.26 $ 0.30 $ 0.53 $ 0.63 Diluted - as reported $ 0.26 $ 0.29 $ 0.53 $ 0.62 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of Allocation of Purchase Price | The allocation of the purchase price is as follows: (dollars in thousands) Property and equipment $ 3,900 Goodwill 1,731 Net deferred tax liability (1,231 ) Total consideration $ 4,400 |
STOCK OPTIONS, NON-VESTED SHA17
STOCK OPTIONS, NON-VESTED SHARES AND PERFORMANCE STOCK UNITS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Assumptions Used to Estimate Fair Value of Stock Options | The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model. For the six months ended June 30, 2016 and June 30, 2015, fair value of stock options were measured using the following assumptions: June 30, June 30, 2016 2015 Expected life 7.0 years 7.0 years Risk-free interest rate 1.5% 1.9% Expected dividends 3.6% 3.7% Volatility 46.1% 49.6% |
Stock Option Activity | A summary of the Company’s stock option activity and related information for the six months ended June 30, 2016 is as follows: Weighted Aggregate Weighted Average Intrinsic Average Shares Exercise Value Remaining (000) Price ($000) Term (yrs) Options outstanding — January 1, 2016 1,430 $ 15.10 Granted 95 16.70 Exercised (116 ) 3.34 Cancelled (19 ) 21.81 Options outstanding — June 30, 2016 1,390 $ 16.10 $ 6,232 3.99 Options Vested or expected to vest — June 30, 2016 1,380 $ 16.10 $ 6,195 3.95 Options Exercisable — June 30, 2016 1,122 $ 16.90 $ 4,316 2.99 |
Non-Vested Share Activity | A summary of the Company’s non-vested share activity and related information for the six months ended June 30, 2016 is as follows: Weighted Aggregate Average Intrinsic Shares Grant Date Value (000) Fair Value ($000) Non-vested shares outstanding — January 1, 2016 334 $ 13.77 Granted 213 16.65 Vested (102 ) 14.81 Cancelled (1 ) 15.16 Non-vested shares outstanding — June 30, 2016 444 $ 14.91 $ 8,831 Non-vested shares vested or expected to vest —June 30, 2016 430 $ 14.87 $ 8,553 |
Performance Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Non-Vested Share Activity | A summary of the Company’s performance stock unit activity and related information for the six months ended June 30, 2016 is as follows: Performance Weighted Stock Average Units Grant Date (000) Fair Value Performance stock units outstanding — January 1, 2016 99 $ 23.19 Granted 56 23.22 Vested — — Cancelled — — Performance stock units outstanding — June 30, 2016 155 $ 23.20 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Company's Financial Assets by Level in Fair Value Hierarchy | The fair value of the Company’s financial asset by level in the fair value hierarchy as of June 30, 2016 and December 31, 2015 was as follows: June 30, 2016 Level 1 Level 2 Level 3 Total Assets: Money Market Funds $ 85,118 $ — $ — $ 85,118 Liabilities: Contingent Consideration $ — $ — $ 750 $ 750 December 31, 2015 Level 1 Level 2 Level 3 Total Assets: Money Market Funds $ 86,871 $ — $ — $ 86,871 |
Description of the Business - A
Description of the Business - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Mar. 31, 2015 | Jun. 30, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Gain on settlement of Tinet escrow | $ 1,300 | $ 1,290 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies - Additional Information (Detail) shares in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016USD ($)Investmentshares | Jun. 30, 2015USD ($)shares | Jun. 30, 2016USD ($)Investmentshares | Jun. 30, 2015USD ($)shares | Dec. 31, 2015USD ($)Investment | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Maximum term for investments to be considered cash equivalents days | 90 days | ||||
Cash in banks | $ 34,800,000 | $ 34,800,000 | $ 22,200,000 | ||
Money market mutual funds | $ 85,100,000 | $ 85,100,000 | $ 86,900,000 | ||
Number of money market mutual fund invested | Investment | 3 | 3 | 3 | ||
Receivables, allowance | $ 2,407,000 | $ 2,407,000 | $ 2,365,000 | ||
Impairment of property and equipment | 0 | 0 | |||
Impairment of intangible asset | 0 | $ 0 | |||
Share-based expense | 1,100,000 | $ 900,000 | 2,200,000 | $ 2,700,000 | |
Maximum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Undistributed earnings (loss) allocable to participating securities | $ 100,000 | $ 100,000 | |||
Share-based awards | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Anti-dilutive securities not included in the computation of diluted earnings per share | shares | 0.1 | 0.7 | 0.1 | 0.7 | |
Network Equipment And Tools And Test Equipment | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives, years | 5 years | ||||
Computer equipment | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives, years | 3 years | ||||
Computer software | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives, years | 3 years | ||||
Furniture and fixtures | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives, years | 3 years | ||||
Leasehold Improvements | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives, description | Five years or the life of the lease, whichever is less |
Earnings Per Share (Detail)
Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Accounting Policies [Abstract] | ||||
Net income | $ 8,975 | $ 10,000 | $ 18,111 | $ 21,182 |
Weighted average common shares outstanding | 34,147 | 33,568 | 34,063 | 33,532 |
Stock options and performance stock units | 227 | 465 | 239 | 456 |
Denominator for diluted earnings per share | 34,374 | 34,033 | 34,302 | 33,988 |
Earnings per share | ||||
Basic - as reported | $ 0.26 | $ 0.30 | $ 0.53 | $ 0.63 |
Diluted - as reported | $ 0.26 | $ 0.29 | $ 0.53 | $ 0.62 |
Business Combination - Addition
Business Combination - Additional Information (Detail) - Shopety, Inc. d/b/a Better Voice $ in Millions | May 13, 2016USD ($) |
Business Acquisition [Line Items] | |
Business acquisition, total purchase price | $ 4.4 |
Business acquisition in form of earn-out | 0.8 |
Business acquisition, escrow agreement | $ 0.3 |
Term of escrow agreement | 12 months |
Business acquisition, related costs | $ 0.2 |
Schedule of Allocation of Purch
Schedule of Allocation of Purchase Price (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | May 13, 2016 |
Business Acquisition [Line Items] | ||
Goodwill | $ 1,731 | |
Shopety, Inc. d/b/a Better Voice | ||
Business Acquisition [Line Items] | ||
Property and equipment | $ 3,900 | |
Goodwill | 1,731 | |
Net deferred tax liability | (1,231) | |
Total consideration | $ 4,400 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Estimated effective income tax rate | 38.20% | 37.60% | 38.10% | 37.90% |
Statutory federal income tax rate | 35.00% |
Stock Options, Non-Vested Sha25
Stock Options, Non-Vested Shares and Performance Stock Units - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016USD ($)Tranche$ / sharesshares | Jun. 30, 2015$ / sharesshares | Jun. 30, 2016USD ($)Tranche$ / sharesshares | Jun. 30, 2015USD ($)$ / sharesshares | Dec. 31, 2015USD ($)shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Granted options outstanding | 1,390,000 | 1,390,000 | 1,430,000 | ||
Granted Performance stock units outstanding | 213,000 | ||||
Performance stock units remaining outstanding | 444,000 | 444,000 | 334,000 | ||
Options granted | 100,000 | 100,000 | 100,000 | 100,000 | |
Weighted Average Exercise Price, Granted | $ / shares | $ 16.02 | $ 18.41 | $ 16.70 | $ 17.02 | |
Weighted-average fair value of options granted | $ / shares | $ 5.40 | $ 6.03 | |||
Total grant date fair value of options vested | $ | $ 400,000 | $ 500,000 | |||
Total intrinsic value of stock options exercised | $ | $ 1,600,000 | $ 100,000 | |||
Closing stock price | $ / shares | $ 19.89 | $ 19.89 | |||
Performance Stock Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Granted Performance stock units outstanding | 0 | 100,000 | 56,000 | 100,000 | |
Performance stock units remaining outstanding | 155,000 | 155,000 | 99,000 | ||
Unrecognized compensation cost | $ | $ 2,200,000 | $ 2,200,000 | $ 1,600,000 | ||
Weighted average remaining term recorded for options, in years | 1 year 10 months 24 days | 1 year 8 months 12 days | |||
Stock-based compensation, recognition period | 3 years | ||||
Percentage of Target Award to be paid | 200.00% | ||||
Minimum performance threshold forfeited | $ | $ 0 | ||||
Performance Stock Units | First Tranche | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation, recognition period | 18 months | ||||
Performance Stock Units | Second Tranche | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation, recognition period | 2 years | ||||
Performance Stock Units | Third Tranche | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation, recognition period | 3 years | ||||
Stock Options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized compensation cost | $ | $ 1,100,000 | $ 1,100,000 | $ 800,000 | ||
Weighted average remaining term recorded for options, in years | 2 years 9 months 18 days | 2 years 8 months 12 days | |||
Non-Vested Shares | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Granted Performance stock units outstanding | 100,000 | 100,000 | 200,000 | 200,000 | |
Weighted average remaining term recorded for options, in years | 2 years 6 months | 2 years 3 months 18 days | |||
Unrecognized compensation cost | $ | $ 5,300,000 | $ 5,300,000 | $ 3,000,000 | ||
Non-Vested Shares | Minimum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Non-vested shares, vesting period | 6 months | ||||
Non-Vested Shares | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Non-vested shares, vesting period | 4 years | ||||
2003 Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Issuance of stock options, non-vested shares and performance stock units | 4,700,000 | 4,700,000 | |||
2007 Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Additional outstanding shares available for grant | 2,400,000 | 2,400,000 | |||
Shares available for grant as a percentage of the Company's outstanding common stock | 7.20% | ||||
2007 Plan | Performance Stock Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Granted Performance stock units outstanding | 200,000 | ||||
Number of tranches | Tranche | 3 | 3 |
Assumptions Used to Estimate Fa
Assumptions Used to Estimate Fair Value of Stock Options (Detail) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Expected life | 7 years | 7 years |
Risk-free interest rate | 1.50% | 1.90% |
Expected dividends | 3.60% | 3.70% |
Volatility | 46.10% | 49.60% |
Stock Option Activity (Detail)
Stock Option Activity (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||
Shares, Options outstanding beginning | 1,430 | |||
Shares, Granted | 95 | |||
Shares, Exercised | (116) | |||
Shares, Cancelled | (19) | |||
Shares, Options outstanding ending | 1,390 | 1,390 | ||
Shares, Options Vested or expected to vest | 1,380 | 1,380 | ||
Shares, Options Exercisable | 1,122 | 1,122 | ||
Weighted Average Exercise Price, Options outstanding beginning | $ 15.10 | |||
Weighted Average Exercise Price, Granted | $ 16.02 | $ 18.41 | 16.70 | $ 17.02 |
Weighted Average Exercise Price, Exercised | 3.34 | |||
Weighted Average Exercise Price, Cancelled | 21.81 | |||
Weighted Average Exercise Price, Options outstanding ending | 16.10 | 16.10 | ||
Weighted Average Exercise Price, Options Vested or expected to vest | 16.10 | 16.10 | ||
Weighted Average Exercise Price, Options Exercisable | $ 16.90 | $ 16.90 | ||
Aggregate Intrinsic Value, Options outstanding ending | $ 6,232 | $ 6,232 | ||
Aggregate Intrinsic Value, Options Vested or expected to vest | 6,195 | 6,195 | ||
Aggregate Intrinsic Value, Options Exercisable | $ 4,316 | $ 4,316 | ||
Weighted Average Remaining Term, Options outstanding ending, years | 3 years 11 months 27 days | |||
Weighted Average Remaining Term, Options Vested or expected to vest, years | 3 years 11 months 12 days | |||
Weighted Average Remaining Term, Options Exercisable, years | 2 years 11 months 27 days |
Non-Vested Share Activity (Deta
Non-Vested Share Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares, Non-vested shares outstanding beginning | 334,000 | |||
Shares, Granted | 213,000 | |||
Shares, Vested | (102,000) | |||
Shares, Cancelled | (1,000) | |||
Shares, Non-vested shares outstanding ending | 444,000 | 444,000 | ||
Shares, Non-vested shares vested or expected to vest | 430,000 | 430,000 | ||
Weighted Average Grant Date Fair Value, Non-vested shares outstanding beginning | $ 13.77 | |||
Weighted Average Grant Date Fair Value, Granted | 16.65 | |||
Weighted Average Grant Date Fair Value, Vested | 14.81 | |||
Weighted Average Grant Date Fair Value, Cancelled | 15.16 | |||
Weighted Average Grant Date Fair Value, Non-vested shares outstanding ending | $ 14.91 | 14.91 | ||
Weighted Average Grant Date Fair Value, Non-vested shares vested or expected to vest | $ 14.87 | $ 14.87 | ||
Aggregate Intrinsic Value, Non-vested shares outstanding ending | $ 8,831 | $ 8,831 | ||
Aggregate Intrinsic Value, Non-vested shares vested or expected to vest | $ 8,553 | $ 8,553 | ||
Performance Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares, Non-vested shares outstanding beginning | 99,000 | |||
Shares, Granted | 0 | 100,000 | 56,000 | 100,000 |
Shares, Non-vested shares outstanding ending | 155,000 | 155,000 | ||
Weighted Average Grant Date Fair Value, Non-vested shares outstanding beginning | $ 23.19 | |||
Weighted Average Grant Date Fair Value, Granted | 23.22 | |||
Weighted Average Grant Date Fair Value, Non-vested shares outstanding ending | $ 23.20 | $ 23.20 |
Fair Value of Company's Financi
Fair Value of Company's Financial Assets by Level in Fair Value Hierarchy (Detail) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Money Market Funds | ||
Assets: | ||
Assets, fair Value | $ 85,118 | $ 86,871 |
Contingent Consideration | ||
Liabilities: | ||
Liabilities, fair Value | 750 | |
Level 1 | Money Market Funds | ||
Assets: | ||
Assets, fair Value | 85,118 | $ 86,871 |
Level 3 | Contingent Consideration | ||
Liabilities: | ||
Liabilities, fair Value | $ 750 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2016Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |