Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 28, 2020 | Jun. 30, 2019 | |
Cover page. | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 000-51211 | ||
Entity Registrant Name | GTT Communications, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 20-2096338 | ||
Entity Address, Address Line One | 7900 Tysons One Place | ||
Entity Address, Address Line Two | Suite 1450 | ||
Entity Address, City or Town | McLean | ||
Entity Address, State or Province | VA | ||
Entity Address, Postal Zip Code | 22102 | ||
City Area Code | 703 | ||
Local Phone Number | 442-5500 | ||
Title of 12(b) Security | Common stock, par value $.0001 per share | ||
Security Exchange Name | NYSE | ||
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 | ||
Entity Shell Company | false | ||
Entity Public Float | $ 804,979,505 | ||
Entity Common Stock, Shares Outstanding | 56,737,341 | ||
Documents Incorporated by Reference | Portions of our definitive proxy statement for the 2020 Annual Meeting of Stockholders, to be filed within 120 days after the end of the fiscal year covered by this Form 10-K, are incorporated by reference into Part III hereof. | ||
Entity Central Index Key | 0001315255 | ||
Current Fiscal Year End Date | --12-31 | ||
Amendment Flag | 2019 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | false | ||
Trading Symbol | GTT |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 41.8 | $ 55.3 |
Accounts receivable, net of allowances of $14.3 and $11.1, respectively | 162.1 | 174.5 |
Prepaid expenses and other current assets | 50.4 | 49.2 |
Total current assets | 254.3 | 279 |
Property and equipment, net | 1,817.4 | 1,870.4 |
Operating lease right of use assets | 357.5 | |
Intangible assets, net | 490.7 | 552.4 |
Goodwill | 1,768.6 | 1,738 |
Other long-term assets | 69.2 | 97.8 |
Total assets | 4,757.7 | 4,537.6 |
Current liabilities: | ||
Accounts payable | 69.4 | 89.2 |
Accrued expenses and other current liabilities | 240.8 | 226.8 |
Operating lease liabilities | 74.9 | |
Finance lease liabilities | 4.6 | |
Finance lease liabilities | 6.7 | |
Long-term debt | 30.2 | 39.9 |
Deferred revenue | 67 | 84.2 |
Total current liabilities | 486.9 | 446.8 |
Operating lease liabilities, long-term portion | 272.9 | |
Finance lease liabilities, long-term portion | 37.3 | |
Finance lease liabilities, long-term portion | 35.1 | |
Long-term debt, long-term portion | 3,192.6 | 3,151.6 |
Deferred revenue, long-term portion | 266.5 | 287 |
Deferred tax liabilities | 171.3 | 176.2 |
Other long-term liabilities | 39.1 | 26.2 |
Total liabilities | 4,466.6 | 4,122.9 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock, par value $.0001 per share, 80,000,000 shares authorized, 56,686,459 and 55,625,149 shares issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | 0 | 0 |
Additional paid-in capital | 842.4 | 809.9 |
Accumulated deficit | (474.2) | (368.3) |
Accumulated other comprehensive loss | (77.1) | (26.9) |
Total stockholders’ equity | 291.1 | 414.7 |
Total liabilities and stockholders’ equity | $ 4,757.7 | $ 4,537.6 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 14.3 | $ 11.1 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 80,000,000 | 80,000,000 |
Common stock, shares, issued (in shares) | 56,686,459 | 55,625,149 |
Common stock, shares, outstanding (in shares) | 56,686,459 | 55,625,149 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue: | |||
Telecommunications services | $ 1,727,800,000 | $ 1,490,800,000 | $ 827,900,000 |
Operating expenses: | |||
Cost of telecommunications services | 941,900,000 | 819,400,000 | 432,100,000 |
Selling, general and administrative expenses | 400,800,000 | 383,200,000 | 215,400,000 |
Severance, restructuring and other exit costs | 13,000,000 | 37,100,000 | 22,400,000 |
Depreciation and amortization | 248,800,000 | 211,400,000 | 132,600,000 |
Total operating expenses | 1,604,500,000 | 1,451,100,000 | 802,500,000 |
Operating income | 123,300,000 | 39,700,000 | 25,400,000 |
Other expense: | |||
Interest expense, net | (194,700,000) | (146,900,000) | (71,200,000) |
Loss on debt extinguishment | 0 | (13,800,000) | (8,600,000) |
Other (expense) income, net | (31,300,000) | (127,900,000) | 200,000 |
Total other expense | (226,000,000) | (288,600,000) | (79,600,000) |
Loss before income taxes | (102,700,000) | (248,900,000) | (54,200,000) |
Provision for (benefit from) income taxes | 3,200,000 | (5,500,000) | 17,300,000 |
Net loss | $ (105,900,000) | $ (243,400,000) | $ (71,500,000) |
Loss per share: | |||
Basic (in dollars per share) | $ (1.88) | $ (4.80) | $ (1.71) |
Diluted (in dollars per share) | $ (1.88) | $ (4.80) | $ (1.71) |
Weighted average shares: | |||
Basic (in shares) | 56,265,166 | 50,718,279 | 41,912,952 |
Diluted (in shares) | 56,265,166 | 50,718,279 | 41,912,952 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (105.9) | $ (243.4) | $ (71.5) |
Other comprehensive (loss) income: | |||
Foreign currency translation adjustment | (50.2) | (23) | 1 |
Comprehensive loss | $ (156.1) | $ (266.4) | $ (70.5) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) $ in Millions | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Balance (in shares) at Dec. 31, 2016 | 37,228,144 | ||||
Balance at Dec. 31, 2016 | $ 127.8 | $ 0 | $ 197.3 | $ (64.6) | $ (4.9) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation for options issued | 1.4 | 1.4 | |||
Share-based compensation for restricted stock issued (in shares) | 1,864,265 | ||||
Share-based compensation for restricted stock issued | 20.6 | 20.6 | |||
Tax withholding related to the vesting of restricted stock units (in shares) | (257,613) | ||||
Tax withholding related to the vesting of restricted stock | (4) | (4) | |||
Shares issued in connection with employee stock purchase plan (in shares) | 28,958 | ||||
Stock issued in connection with employee stock purchase plan | 0.9 | 0.9 | |||
Stock issued in connection with acquisitions (in shares) | 5,229,813 | ||||
Stock issued in connection with acquisitions | $ 141.9 | 141.9 | |||
Stock options exercised (in shares) | 438,338 | 438,338 | |||
Stock options exercised | $ 2.1 | 2.1 | |||
Net loss | (71.5) | (71.5) | |||
Foreign currency translation | 1 | 1 | |||
Balance (in shares) at Dec. 31, 2017 | 44,531,905 | ||||
Balance at Dec. 31, 2017 | 231.4 | $ 0 | 360.2 | (124.9) | (3.9) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation for options issued | 1.1 | 1.1 | |||
Share-based compensation for restricted stock issued (in shares) | 1,590,042 | ||||
Share-based compensation for restricted stock issued | 33.3 | 33.3 | |||
Tax withholding related to the vesting of restricted stock units (in shares) | (478,320) | ||||
Tax withholding related to the vesting of restricted stock | (21) | (21) | |||
Shares issued in connection with employee stock purchase plan (in shares) | 34,616 | ||||
Stock issued in connection with employee stock purchase plan | 1.3 | 1.3 | |||
Stock issued in connection with acquisitions (in shares) | 195,124 | ||||
Stock issued in connection with acquisitions | 8.8 | 8.8 | |||
Equity offerings, net of issuance costs (in shares) | 9,589,094 | ||||
Equity offerings, net of issuance costs | $ 424.5 | 424.5 | |||
Stock options exercised (in shares) | 162,688 | 162,688 | |||
Stock options exercised | $ 1.7 | 1.7 | |||
Net loss | (243.4) | (243.4) | |||
Foreign currency translation | (23) | (23) | |||
Balance (in shares) at Dec. 31, 2018 | 55,625,149 | ||||
Balance at Dec. 31, 2018 | 414.7 | $ 0 | 809.9 | (368.3) | (26.9) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation for options issued | 0.4 | 0.4 | |||
Share-based compensation for restricted stock issued (in shares) | 915,634 | ||||
Share-based compensation for restricted stock issued | 30.8 | 30.8 | |||
Tax withholding related to the vesting of restricted stock units (in shares) | (28,002) | ||||
Tax withholding related to the vesting of restricted stock | (0.4) | (0.4) | |||
Shares issued in connection with employee stock purchase plan (in shares) | 93,862 | ||||
Stock issued in connection with employee stock purchase plan | 1.1 | 1.1 | |||
Stock issued in connection with acquisitions (in shares) | 6,954 | ||||
Stock issued in connection with acquisitions | $ (0.3) | (0.3) | |||
Stock options exercised (in shares) | 86,770 | 86,770 | |||
Stock options exercised | $ 0.9 | 0.9 | |||
Net loss | (105.9) | (105.9) | |||
Foreign currency translation | (50.2) | (50.2) | |||
Balance (in shares) at Dec. 31, 2019 | 56,686,459 | ||||
Balance at Dec. 31, 2019 | $ 291.1 | $ 0 | $ 842.4 | $ (474.2) | $ (77.1) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Cash flows from operating activities: | ||||
Net loss | $ (105,900,000) | $ (243,400,000) | $ (71,500,000) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
Depreciation and amortization | 248,800,000 | 211,400,000 | 132,600,000 | |
Share-based compensation | 31,200,000 | 34,400,000 | 22,200,000 | |
Debt discount amortization | 7,000,000 | 3,500,000 | 400,000 | |
Loss on debt extinguishment | 0 | 13,800,000 | 8,600,000 | |
Loss on debt extinguishment | 8,600,000 | |||
Amortization of debt issuance costs | 4,800,000 | 4,400,000 | 3,800,000 | |
Change in fair value of derivative financial liability | 31,400,000 | 128,500,000 | 0 | |
Excess tax benefit from share-based compensation | 1,900,000 | (5,900,000) | (6,200,000) | |
Deferred income taxes | (20,400,000) | 100,000 | 16,500,000 | |
Changes in operating assets and liabilities, net of acquisitions: | ||||
Accounts receivable, net | 6,300,000 | 4,500,000 | 14,200,000 | |
Prepaid expenses and other current assets | (3,400,000) | 26,100,000 | 6,200,000 | |
Other long-term assets | 1,300,000 | 14,900,000 | 1,000,000 | |
Accounts payable | (26,900,000) | (7,700,000) | (22,700,000) | |
Accrued expenses and other current liabilities | (29,800,000) | (74,500,000) | 7,700,000 | |
Operating lease liabilities | (6,700,000) | |||
Deferred revenue | (34,200,000) | (14,200,000) | (39,700,000) | |
Other long-term liabilities | 1,700,000 | (13,500,000) | (9,700,000) | |
Net cash provided by operating activities | 107,100,000 | 82,400,000 | 63,400,000 | |
Cash flows from investing activities: | ||||
Acquisition of businesses, net of cash acquired | (52,600,000) | (2,242,700,000) | (706,300,000) | |
Purchase of customer contracts | (200,000) | (100,000) | (14,900,000) | |
Settlement of deal-contingent foreign currency hedge | 0 | (105,800,000) | 0 | |
Purchases of property and equipment | (102,200,000) | (77,700,000) | (42,000,000) | |
Purchases of intangible assets | 0 | 0 | (1,500,000) | |
Net cash used in investing activities | (155,000,000) | (2,426,300,000) | (764,700,000) | |
Cash flows from financing activities: | ||||
Proceeds from revolving line of credit | 145,000,000 | 96,500,000 | 50,000,000 | |
Repayment of revolving line of credit | (64,000,000) | (37,500,000) | (70,000,000) | |
Proceeds from term loans | 0 | 2,633,700,000 | 696,500,000 | |
Repayment of term loans | (26,100,000) | (706,200,000) | (432,800,000) | |
Proceeds from senior note | 0 | 0 | 291,500,000 | |
Repayment of other secured borrowings | (12,800,000) | (9,700,000) | 0 | |
Payment of holdbacks | (6,500,000) | (13,000,000) | (28,700,000) | |
Debt issuance costs paid to third parties and lenders | (1,200,000) | (63,300,000) | (34,000,000) | |
Proceeds from equity issuance, net of issuance costs | 0 | 424,500,000 | 0 | |
Repayment of finance leases | (1,300,000) | (2,700,000) | (1,600,000) | |
Proceeds from issuance of common stock under employee stock purchase plan | 1,400,000 | 1,300,000 | 700,000 | |
Tax withholding related to the vesting of restricted stock | (400,000) | (21,000,000) | (4,000,000) | |
Exercise of stock options | 900,000 | 1,700,000 | 2,100,000 | |
Net cash provided by financing activities | 35,000,000 | 2,304,300,000 | 469,700,000 | |
Effect of exchange rate changes on cash | (600,000) | (6,300,000) | (1,200,000) | |
Net decrease in cash, cash equivalents, and restricted cash | (13,500,000) | (45,900,000) | (232,800,000) | |
Cash, cash equivalents, and restricted cash at beginning of period | 55,300,000 | 101,200,000 | 334,000,000 | |
Cash, cash equivalents, and restricted cash at end of period | 41,800,000 | 55,300,000 | 101,200,000 | |
Supplemental disclosure of cash flow information: | ||||
Cash paid for interest | 176,600,000 | 158,800,000 | 47,200,000 | |
Cash paid for income taxes, net | 1,300,000 | 5,300,000 | 1,700,000 | |
Supplemental disclosure of non-cash investing and financing activities: | ||||
Fair value of current assets acquired | 5,700,000 | 249,600,000 | 76,800,000 | |
Fair value of non-current assets acquired | [1] | 39,300,000 | 1,687,400,000 | 772,000,000 |
Fair value of current liabilities assumed | 12,500,000 | 355,700,000 | 87,700,000 | |
Fair value of non-current liabilities assumed | 7,300,000 | 423,000,000 | 215,500,000 | |
Fair value of shares issued in connection with acquisition | $ (300,000) | $ 8,800,000 | $ 141,900,000 | |
[1] | Excludes goodwill |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS | ORGANIZATION AND BUSINESS Organization and Business GTT Communications, Inc. ("GTT" or the "Company") serves large enterprise and carrier clients with complex national and global networking needs, and differentiates itself from the competition by providing an outstanding service experience built on its core values of simplicity, speed and agility. The Company operates a Tier 1 internet network ranked among the largest in the industry, and owns a fiber network that includes an expansive pan-European footprint and subsea cables. The Company's global network includes over 600 unique points of presence ("PoPs") spanning six continents, and the Company provides services in more than 140 |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation of Consolidated Financial Statements and Use of Estimates The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates are used when establishing allowances for doubtful accounts, accruals for billing disputes and exit activities, determining useful lives for depreciation and amortization, assessing the need for impairment charges (including those related to intangible assets and goodwill), determining the fair values of assets acquired and liabilities assumed in business combinations, assessing the fair value of derivative financial instruments, accounting for income taxes and related valuation allowances against deferred tax assets, and estimating the grant date fair values used to compute the share-based compensation expense. Management evaluates these estimates and judgments on an ongoing basis and makes estimates based on historical experience, current conditions, and various other assumptions that are believed to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities as well as identifying and assessing the accounting treatment with respect to commitments and contingencies. Actual results may differ from these estimates under different assumptions or conditions. Changes in Basis of Presentation and Accounting Certain prior period amounts have been reclassified for consistency with the current year period presentation. Each of the reclassifications was immaterial and had no effect on the Company's results of operations. Segment Reporting The Company reports operating results and financial data in one operating and reportable segment. The Company's Chief Executive Officer is the chief operating decision maker and manages the Company as a single profit center in order to promote collaboration, provide comprehensive service offerings across its entire client base, and provide incentives to employees based on the success of the organization as a whole. Although certain information regarding selected products or services is discussed for purposes of promoting an understanding of the Company's complex business, the chief operating decision maker manages the Company and allocates resources at the consolidated level. Revenue Recognition The Company's revenue is derived primarily from telecommunications services, which includes both revenue from contracts with customers and lease revenues. Lease revenue services include dark fiber, duct, and colocation services. All other services are considered revenue from contracts with customers. Revenue from contracts with customers is recognized when services are provided to the customer, in an amount that reflects the consideration the Company expects to receive in exchange for those services. Lease revenue represents an arrangement where the customer has the right to use an identified asset for a specified term and such revenue is recognized over the term the customer is given exclusive access to the asset. The Company's comprehensive portfolio of cloud networking services includes: wide area networking; internet; transport; infrastructure; unified communication; managed network; and advanced solutions. The Company's services are provided under contracts that typically include an installation or provisioning charge along with payments of recurring charges on a monthly basis for use of the services over a committed term. The Company's contracts with customers specify the terms and conditions for providing such services, including installation date, recurring and non-recurring fees, payment terms, and length of term. These contracts call for the Company to provide the service in question (e.g., data transmission between point A and point Z), to manage the activation process, and to provide ongoing support (in the form of service maintenance and trouble-shooting) during the service term. The contracts do not typically provide the customer any rights to use specifically identifiable assets. Furthermore, the contracts generally provide the Company with discretion to engineer (or re-engineer) a particular network solution to satisfy each customer’s data transmission requirement, and typically prohibit physical access by the customer to the network infrastructure used by the Company and its suppliers to deliver the services. Fees charged for ongoing services are generally fixed in price and billed on a recurring monthly basis (one month in advance) for a specified term. Fees may also be based on specific usage of the related services, or usage above a fixed threshold, which are billed monthly in arrears. The usage based fees represent variable consideration, however, the nature of the fees are such that the Company is not able to estimate these amounts with a high degree of certainty and therefore the usage based fees are excluded from the transaction price and are instead recognized as revenue based on actual usage charges billed using the rates and/or thresholds specified in each contract. At the end of the term, most contracts provide for a continuation of services on the same terms, either for a specified renewal period (e.g., one year) or on a month-to-month basis. Revenue is generally recognized over time for these contracts as the customers simultaneously receive and consume the benefit of the service as the Company performs. Fees may also be billed for early terminations based on contractually stated amounts. The early termination fees represent variable consideration. The Company estimates the amount of variable consideration it expects to be entitled to receive for such arrangements using the expected value method. The Company does not disclose information about remaining performance obligations that have original expected durations of one year or less. Primary geographical market. The Company’s operations are located primarily in the United States and Europe. The nature and timing of revenue from contracts with customers across geographic markets is similar. The following table presents the Company's revenue from contracts with customers disaggregated by primary geographic market based on legal entities (in millions): Year Ended December 31, 2019 2018 Primary geographic market: United States $ 779.7 $ 785.4 Europe 745.9 598.7 Other 42.6 46.2 Total revenue from contracts with customers 1,568.2 1,430.3 Lease revenue 159.6 60.5 Total telecommunications services revenue $ 1,727.8 $ 1,490.8 Contracts with multiple performance obligations. The majority of the Company’s contracts with customers have a single performance obligation - telecommunication services. The related installation services are generally considered not material within the context of the contract and the Company does not recognize these immaterial promised services as a separate performance obligation. Certain contracts with customers may include multiple performance obligations, specifically when the Company sells its connectivity services in addition to customer premise equipment ("CPE"). For such arrangements, revenue is allocated to each performance obligation based on its relative standalone selling price. The standalone selling price for each performance obligation is based on observable prices charged to customers in similar transactions or using expected cost-plus margin. The Company applies permitted practical expedients to its revenue recognition. The Company does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Prepaid Capacity Sales and Indefeasible Right to Us e. The Company sells capacity on a long-term basis, where a certain portion of the contracted revenue is prepaid upon acceptance of the service by the customer. This prepaid amount is initially recorded as deferred revenue and amortized ratably over the term of the contract. Certain of these prepaid capacity sales are in the form of Indefeasible Rights to Use ("IRUs"), where the customer has the right to use the capacity of the fiber optic cable for a specified term. The Company records revenues from these prepaid leases of fiber optic cable IRUs over the term that the customer is given exclusive access to the assets. Universal Service Fund ("USF"), Gross Receipts Taxes and Other Surcharges. The Company is liable in certain cases for collecting regulatory fees and/or certain sales taxes from its customers and remitting the fees and taxes to the applicable governing authorities. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Conversely, USF contributions are assessed to the Company by and paid to the Universal Service Administration Company ("USAC") and are based on the Company’s interstate and inter-nation end-user revenues. The Company may assess its customers a separate fee to recoup its USF expense. These fees are included in telecommunications services revenue and costs of telecommunications services. USF fees and other surcharges billed to customers and recorded on a gross basis (as service telecommunications services revenue and cost of telecommunications services) were $25.2 million , $23.4 million , and $17.5 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. Contract balances. Contract assets consist of conditional or unconditional rights to consideration. Accounts receivable represent amounts billed to customers where the Company has an enforceable right to payment for performance completed to date (i.e., unconditional rights to consideration). The Company does not have contract assets that represent conditional rights to consideration. The Company’s accounts receivable balance at December 31, 2019 and 2018 includes $145.9 million and $157.6 million , respectively, related to contracts with customers. There were no other contract assets as of December 31, 2019 or 2018 . Contract liabilities are generally limited to deferred revenue. Deferred revenue is a contract liability, representing advance consideration received from customers primarily related to the pre-paid capacity sales noted above, where transfer of control occurs over time, and therefore revenue is recognized over the related contractual service period. The Company's contract liabilities were $76.0 million and $75.7 million as of December 31, 2019 and 2018 , respectively. The change in contract liabilities during the year ended December 31, 2019 included $24.8 million for revenue recognized that was included in the contract liability balance as of January 1, 2019 and $25.9 million for new contract liabilities net of amounts recognized as revenue during the period. The following table includes estimated revenue from contracts with customers expected to be recognized for each of the years subsequent to December 31, 2019 related to performance obligations that are unsatisfied (or partially unsatisfied) at December 31, 2019 and have an original expected duration of greater than one year (amounts in millions): 2020 $ 16.7 2021 13.8 2022 13.1 2023 11.4 2024 6.6 2025 and beyond 14.4 $ 76.0 For a table of estimated revenue to be recognized for consolidated deferred revenue for each of the years subsequent to December 31, 2019 refer to Note 8 - Deferred revenue. Deferred costs to obtain a contract. The Company defers sales commissions earned by its sales force when they are considered to be incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and then amortized over a period of benefit which is determined by taking into consideration the Company's customer contracts and other factors. Amortization of sales commissions expense is included in selling, general and administrative expenses. Installation costs related to provisioning of communications services that the Company incurs from third-party suppliers, directly attributable and necessary to fulfill particular service contracts, and which costs would not have been incurred but for the occurrence of that service contract, are recorded as deferred contract costs and expensed ratably over the contractual term of service in the same manner as the deferred revenue arising from that contract. Based on historical experience, the Company believes the initial contractual term is the best estimate for the period of earnings. Deferred sales commissions were $23.0 million and $11.3 million as of December 31, 2019 and 2018 , respectively. There were no other significant amounts of assets recorded related to contract costs as of December 31, 2019 or 2018 . Cost of Telecommunications Services Cost of telecommunications services includes direct costs incurred in accessing other telecommunications providers’ networks in order to maintain the Company's Tier 1 IP network and provide telecommunication services to the Company's clients, including access, colocation, usage-based charges, and certain excise taxes and surcharges recorded on a gross basis. Leases A lease is a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment (i.e., an identified asset) for a period of time in exchange for consideration. Lessee Lease contracts from a lessee perspective are classified as either operating or finance. Operating leases are included in Operating lease right of use assets, Operating lease liabilities, and Operating lease liabilities, long-term portion. Finance leases are included in Property and equipment, net, Finance lease liabilities, and Finance lease liabilities, long-term portion. For operating leases, the Company recognizes a lease liability equal to the present value of the remaining lease payments, and a right of use asset equal to the lease liability, subject to certain adjustments. The Company uses its incremental borrowing rate for leases which do not have a readily determinable implicit rate to determine the present value of the lease payments. The Company’s incremental borrowing rates are the rates of interest that it would have to borrow on a collateralized basis over a similar term in an amount equal to the lease payments in a similar economic environment. Operating leases result in a straight-line lease expense, while finance leases result in an accelerated expense pattern. The lease term at the lease commencement date is determined based on the non-cancellable period for which the Company has the right to use the underlying asset, together with any periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option. The Company considers a number of factors when evaluating whether the options in its lease contracts are reasonably certain of exercise, such as length of time before option exercise, expected value of the leased asset at the end of the initial lease term, importance of the lease to overall operations, costs to negotiate a new lease, and any contractual or economic penalties. Certain of the Company’s leases include variable lease costs to reimburse the lessor for real estate tax and insurance expenses, and non-lease components that transfer an additional service to the Company, such as common area maintenance services. The Company has elected not to separate the accounting for lease components and non-lease components for lessee contracts, for all classes of leased assets except for its dark fiber arrangements. Lessor Lease contracts from a lessor perspective are classified as either sales-type, direct financing, or operating. Lessor arrangements include dark fiber, duct, and colocation services. The arrangements are operating leases that can also include non-lease components such as operations and maintenance or power services. For its dark fiber and duct arrangements, the Company accounts for lease and non-lease components separately. Revenue attributable to the lease components in these arrangements is recognized on a straight-line basis over the term of the lease while revenue attributable to non-lease components is accounted for in accordance with other applicable GAAP. The Company has elected not to separate the accounting for non-lease components from lease components in its accounting for colocation arrangements. Marketing and Advertising Costs Costs related to marketing and advertising are expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of operations. Third-party marketing and advertising expense was $9.3 million , $9.8 million , and $3.3 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. Share-Based Compensation The Company issues three types of equity grants under its share-based compensation plan: time-based restricted stock, time-based stock options, and performance-based restricted stock. The time-based restricted stock and stock options generally vest over a four -year period, contingent upon meeting the requisite service period requirement. Performance awards typically vest over a shorter period, e.g. one to two years, starting when the performance criteria established in the grant have been met. The share price of the Company's common stock as reported on the New York Stock Exchange ("NYSE") on the date of grant is used as the fair value for all restricted stock. The Company uses the Black-Scholes option-pricing model to determine the estimated fair value for stock options. Critical inputs into the Black-Scholes option-pricing model include the following: option exercise price, fair value of the stock price, expected life of the option, annualized volatility of the stock, annual rate of quarterly dividends on the stock, and risk-free interest rate. Implied volatility is calculated as of each grant date based on our historical stock price volatility along with an assessment of a peer group. Other than the expected life of the option, volatility is the most sensitive input to our option grants. The risk-free interest rate used in the Black-Scholes option-pricing model is determined by referencing the U.S. Treasury yield curve rates with the remaining term equal to the expected life assumed at the date of grant. Forfeitures are estimated based on our historical analysis of attrition levels. Forfeiture estimates are updated quarterly for actual forfeitures. The share-based compensation expense for time-based restricted stock and stock options is recognized on a straight-line basis over the vesting period. The Company begins recognizing share-based compensation expense for performance awards when the Company considers the achievement of the performance criteria to be probable through the expected vesting period. Income Taxes Income taxes are accounted for under the asset and liability method pursuant to GAAP. Under this method, deferred tax assets and liabilities are recognized for the expected future impacts attributable to the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period of the change. Further, deferred tax assets are recognized for the expected realization of available net operating loss and tax credit carryforwards. A valuation allowance is recorded on gross deferred tax assets when it is "more likely than not" that such asset will not be realized. When evaluating the realizability of deferred tax assets, all evidence, both positive and negative, is evaluated. Items considered in this analysis include the ability to carry back losses, the reversal of temporary differences, tax planning strategies, and expectations of future earnings. The Company reviews its deferred tax assets on a quarterly basis to determine if a valuation allowance is required based upon these factors. Changes in the Company's assessment of the need for a valuation allowance could give rise to a change in such allowance, potentially resulting in additional expense or benefit in the period of change. The Company's income tax provision includes U.S. federal, state, local, and foreign income taxes and is based on pre-tax income or loss. In determining the annual effective income tax rate, the Company analyzes various factors, including its annual earnings and taxing jurisdictions in which the earnings were generated, transfer pricing methods, the impact of state and local income taxes, and its ability to use tax credits and net operating loss carryforwards. Under GAAP, the amount of tax benefit to be recognized is the amount of benefit that is "more likely than not" to be sustained upon examination. The Company analyzes its tax filing positions in all of the U.S. federal, state, local, and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, the Company determines that uncertainties in tax positions exist, a liability is established in the consolidated financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax positions in the provision for income taxes. Comprehensive Loss In addition to net loss, comprehensive loss includes charges or credits to equity occurring other than as a result of transactions with stockholders. For the Company, this consists of foreign currency translation adjustments. Loss Per Share Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per share reflects, in periods with earnings and in which they have a dilutive effect, the effect of common shares issuable upon exercise of stock options and warrants. The table below details the calculations of loss per share (in millions, except for share and per share amounts): Year Ended December 31, 2019 2018 2017 Numerator for basic and diluted EPS – net loss available to common stockholders $ (105.9 ) $ (243.4 ) $ (71.5 ) Denominator for basic EPS – weighted average shares 56,265,166 50,718,279 41,912,952 Effect of dilutive securities — — — Denominator for diluted EPS – weighted average shares 56,265,166 50,718,279 41,912,952 Loss per share: Basic $ (1.88 ) $ (4.80 ) $ (1.71 ) Diluted $ (1.88 ) $ (4.80 ) $ (1.71 ) All outstanding stock options were anti-dilutive as of December 31, 2019 , 2018 , and 2017 due to the net loss incurred during the periods. Cash and Cash Equivalents Cash and cash equivalents may include deposits with financial institutions as well as short-term money market instruments, certificates of deposit and debt instruments with maturities of three months or less when purchased. The Company invests its cash and cash equivalents and short-term investments in accordance with the terms and conditions of its 2018 Credit Agreement (as defined in Note 9 - Debt), which seeks to ensure both liquidity and safety of principal. The Company’s policy limits investments to instruments issued by the U.S. government and commercial institutions with strong investment grade credit ratings, and places restrictions on the length of maturity. As of December 31, 2019 , the Company held no investments in auction rate securities, collateralized debt obligations, structured investment vehicles, or non-government guaranteed mortgage-backed securities. Restricted Cash and Cash Equivalents The Company had no restricted cash and cash equivalents as of December 31, 2019 , 2018 , and 2017 . Accounts Receivable, Net Accounts receivable balances are stated at amounts due from the client net of an allowance for doubtful accounts. Credit extended is based on an evaluation of the client’s financial condition and is granted to qualified clients on an unsecured basis. The Company, pursuant to its standard service contracts, is entitled to impose a finance charge of a certain percentage per month with respect to all amounts that are past due. The Company’s standard terms require payment within 30 days of the date of the invoice. The Company treats invoices as past due when they remain unpaid, in whole or in part, beyond the payment date set forth in the applicable service contract. The Company determines its allowance for doubtful accounts by considering a number of factors, including the length of time trade receivables are past due, the client’s payment history and current ability to pay its obligation to the Company, and the condition of the general economy. Specific reserves are also established on a case-by-case basis by management. Credit losses have historically been within management's estimates. Actual bad debts, when determined, reduce the allowance, the adequacy of which management then reassesses. The Company writes off accounts after a determination by management that the amounts are no longer likely to be collected, following the exercise of reasonable collection efforts, and upon management's determination that the costs of pursuing collection outweigh the likelihood of recovery. The allowance for doubtful accounts was $14.3 million and $11.1 million as of December 31, 2019 and 2018 , respectively. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation on these assets is computed on a straight-line basis over the estimated useful lives of the assets. Assets are recorded at acquired cost. Costs associated with the initial client installations and upgrade of services and acquiring and deploying customer premise equipment, including materials, internal labor costs, and related indirect labor costs are also capitalized. Indirect and overhead costs include payroll taxes, insurance, and other benefits. Capitalized labor costs include the direct costs of engineers and service delivery technicians involved in the installation and upgrades of services, and the costs of support personnel directly involved in capitalizable activities, such as project managers and supervisors. Internal labor costs are based on standards developed by position for the percentage of time spent on capitalizable projects while overhead costs are capitalized based on standards developed from historical information. Costs for repairs and maintenance, disconnecting service, or reconnecting service are expensed as incurred. The Company capitalized labor costs, including indirect and overhead costs, of $16.1 million , $14.9 million , and $5.6 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. Assets and liabilities under finance leases are recorded at the lesser of the present value of the aggregate future minimum lease payments or the fair value of the assets under lease. Leasehold improvements and assets under finance leases are amortized over the shorter of the term of the lease, excluding optional extensions, or the useful life. Expenditures for maintenance and repairs are expensed as incurred. Depreciable lives used by the Company for its classes of assets are as follows: Freehold buildings 30 years Furniture and fixtures 7 years Fiber optic cable 20 years Duct 40 years Fiber optic network equipment 3 - 15 years Leasehold improvements up to 10 years Computer hardware and software 3-5 years The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If the carrying amount of an asset were to exceed its estimated future undiscounted cash flows, the asset would be considered to be impaired. Impairment losses would then be measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of, if any, are reported at the lower of the carrying amount or fair value less costs to sell. Software Capitalization Software development costs include costs to develop software programs to be used solely to meet the Company's internal needs. The Company capitalizes development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed. Subsequent additions, modifications or upgrades to internal-use software are capitalized only to the extent that they allow the software to perform a function it previously did not perform. Software maintenance, data conversion and training costs are expensed in the period in which they are incurred. The Company capitalized software costs of $4.1 million , $4.7 million , and $2.1 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. Goodwill is reviewed for impairment at least annually, in October, or more frequently if a triggering event occurs between impairment testing dates. The Company operates as a single operating segment and as a single reporting unit for the purpose of evaluating goodwill impairment. The Company's impairment assessment begins with a qualitative assessment to determine whether it is more likely than not that fair value of the reporting unit is less than its carrying value. The qualitative assessment includes comparing the overall financial performance of the Company against the planned results used in the last quantitative goodwill impairment test. Additionally, the Company's fair value is assessed in light of certain events and circumstances, including macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity and Company specific events. The selection and assessment of qualitative factors used to determine whether it is more likely than not that the fair value of a reporting unit exceeds the carrying value involves significant judgment and estimates. If it is determined under the qualitative assessment that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then a quantitative impairment test is performed. Under the quantitative impairment test, the estimated fair value of the reporting unit would be compared with its carrying value (including goodwill). If the fair value of the reporting unit exceeds its carrying value then no impairment exists. If the estimated fair value of the reporting unit is less than its carrying value, an impairment loss would be recognized for the excess of the carrying value of the reporting unit over the fair value, not to exceed the carrying amount of goodwill. Fair value of the Company under the quantitative impairment test is determined using a combination of both income and market-based approaches, weighted 40% and 60% , respectively. The assumptions which have the most significant effect on fair value derived using the income approach are (1) revenue growth rates, (2) the discount rate, (3) terminal growth rates, and (4) foreign currency rates. The assumptions used in the market approach include (1) the stock price of the Company and (2) the selection of comparable companies. The Company identified a triggering event during the three months ended June 30, 2019 due to the significant decline in its stock price. Accordingly, the Company performed an assessment of fair value using policy outlined above and concluded no impairment existed at that time. The Company again identified a triggering event during the three months ended September 30, 2019 due to the further decline in its stock price. Accordingly, the Company performed another assessment of fair value using policy outlined above. Based upon the results of its fair value analysis for the three months ended September 30, 2019, the Company’s estimated fair value exceeded its carrying value by approximately 17% . The Company did not ide |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
BUSINESS ACQUISITIONS | BUSINESS ACQUISITIONS Since its formation, the Company has consummated a number of transactions accounted for as business combinations as part of its growth strategy. The acquisitions of these businesses, which are in addition to periodic purchases of client contracts, have allowed the Company to increase the scale at which it operates, which in turn affords the Company the ability to increase its operating leverage, extend its network, and broaden its client base. The accompanying consolidated financial statements include the operations of the acquired entities from their respective acquisition dates. All of the acquisitions noted below have been accounted for as a business combination. Accordingly, consideration paid by the Company to complete the acquisitions is initially allocated to the respective assets and liabilities based upon their estimated acquisition date fair values. The recorded amounts for assets acquired and liabilities assumed are provisional and subject to change during the measurement period, which is up to 12 months from the date of acquisition. The following is a list of business combinations the Company completed during 2019 , 2018 , and 2017 . 2019 Acquisition KPN International In December 2019, the Company acquired KPN International ("KPN"). The Company paid $53.6 million in cash consideration, of which $1.5 million was net cash acquired, on a debt-free basis. The results of KPN have been included from December 1, 2019. Pro forma results of operations for this acquisition have not been presented as it is not material to the consolidated results of operations. The acquisition was considered a stock purchase for tax purpose. 2018 Acquisitions Access Point In October 2018, the Company acquired Access Point, Inc. ("Access Point"). The Company paid $36.3 million in cash consideration, of which $1.0 million was net cash acquired, and issued 115,194 unregistered shares of the Company's common stock valued at $4.6 million at closing. During the year ended December 31, 2019 , the Company paid $0.5 million of additional cash consideration, which is included within Acquisitions of business, net of cash acquired within our consolidated statement of cash flows. The results of Access Point have been included from October 1, 2018. Pro forma results of operations for this acquisition have not been presented as it is not material to the consolidated results of operations. The acquisition was considered a stock purchase for tax purposes. Interoute In May 2018, the Company acquired Interoute, a Luxembourg public limited liability company. The Company paid $2,239.3 million in cash consideration at closing, of which $66.1 million was net cash acquired, and assumed $27.7 million in debt. The results of Interoute have been included from June 1, 2018. The acquisition was considered a stock purchase for tax purposes. The Company partially funded the purchase price through the issuance of 9,589,094 shares of common stock to a group of institutional investors for proceeds of $425.0 million concurrently with the closing of the Interoute acquisition. The Company also entered into a credit agreement to fund the remainder of the purchase price. Refer to Note 9 - Debt for further information. In February 2018, the Company also entered into a deal-contingent foreign currency hedge arrangement with a total notional amount of €1.260 billion at a spot rate of $1.23 to €1.00. Fees associated with this arrangement were payable upon closing of the acquisition based on a pre-defined schedule in the hedge agreement. The Company recognized a loss of $105.8 million upon settlement of the deal-contingent foreign currency hedge arrangement. Accelerated Connections In March 2018, the Company acquired Accelerated Connections, Inc. ("Accelerated Connections"). The Company paid $35.0 million in cash consideration, of which $0.8 million was net cash acquired, and issued 79,930 unregistered shares of the Company's common stock valued at $4.2 million at closing. Substantially all of the consideration was allocated to goodwill and identifiable intangible assets. The results of Accelerated Connections have been included from March 1, 2018. Pro forma results of operations for this acquisition have not been presented as it is not material to the consolidated results of operations. The acquisition was considered a stock purchase for tax purposes. 2017 Acquisitions Custom Connect In December 2017, the Company acquired Custom Connect International B.V. ("Custom Connect"). The Company paid $28.9 million in cash consideration, of which $0.6 million was net cash acquired, and issued 49,941 unregistered shares of the Company's common stock valued at $2.2 million at closing. The results of Custom Connect have been included from December 31, 2017. Pro forma results of operations for this acquisition have not been presented as it is not material to the consolidated results of operations. The acquisition was considered a stock purchase for tax purposes. Transbeam In October 2017, the Company acquired Transbeam, Inc. ("Transbeam"). The Company paid $26.4 million in cash consideration, of which $0.8 million was net cash acquired, and $2.0 million was deferred as holdback consideration for a 12-month period, subject to reduction for any indemnification claims made by the Company prior to such date. The results of Transbeam have been included from October 1, 2017. Pro forma results of operations for this acquisition have not been presented as it is not material to the consolidated results of operations. The acquisition was considered a stock purchase for tax purposes. Global Capacity In September 2017, the Company acquired Global Capacity. The Company paid $104.0 million in cash consideration, of which $4.0 million was net cash acquired, and issued 1,850,000 unregistered shares of the Company's common stock valued at $53.6 million at closing. The results of Global Capacity have been included from September 15, 2017. The acquisition was considered an asset purchase for tax purposes. Perseus In June 2017, the Company acquired Perseus Telecom ("Perseus"). The Company paid $37.5 million in cash consideration, of which $0.1 million was net cash acquired, and assumed $1.9 million in capital leases. The results of Perseus have been included from June 1, 2017. Pro forma results of operations for this acquisition have not been presented as it is not material to the consolidated results of operations. The acquisition was considered a stock purchase for tax purposes. Hibernia In January 2017, the Company acquired Hibernia. The Company paid $529.6 million in cash consideration, of which $14.6 million was net cash acquired, and issued 3,329,872 unregistered shares of the Company's common stock, initially valued at $75.0 million on the date of announcement, and ultimately valued at $86.1 million at closing. The results of Hibernia have been included from January 1, 2017. The acquisition was considered an asset purchase for tax purposes. Purchase Price Allocation The table below reflects the Company's estimates of the acquisition date fair values of the purchase consideration, assets acquired, and liabilities assumed for its material 2018 acquisition (amounts in millions): Interoute Purchase Price Cash paid at closing $ 2,239.3 Purchase consideration $ 2,239.3 Purchase Price Allocation Assets acquired: Cash $ 66.1 Accounts receivable 86.3 Prepaid expenses and other current assets 51.3 Property and equipment 1,435.9 Other assets 24.5 Intangible assets - customer lists 171.5 Intangible assets - tradename 2.1 Intangible assets - other 15.4 Deferred tax assets 35.9 Goodwill 1,040.6 Total assets acquired 2,929.6 Liabilities assumed: Accounts payable (75.5 ) Accrued expenses and other current liabilities (115.2 ) Capital leases (1) (42.4 ) Debt (27.7 ) Deferred revenue (242.7 ) Deferred tax liabilities (148.8 ) Other long-term liabilities (38.0 ) Total liabilities assumed (690.3 ) Net assets acquired $ 2,239.3 (1) Includes $38.8 million of assumed long-term building leases. The table below reflects the Company's estimates of the acquisition date fair values of the purchase consideration, assets acquired, and liabilities assumed for its material 2017 acquisitions (amounts in millions): Hibernia Global Capacity Purchase Price Cash paid at closing $ 529.6 $ 104.0 Common stock (1) 86.1 53.6 Purchase consideration $ 615.7 $ 157.6 Purchase Price Allocation Assets acquired: Current assets $ 42.6 $ 25.7 Property and equipment 432.5 34.4 Other assets 0.1 2.5 Intangible assets - customer lists 166.7 41.2 Intangible assets - tradename 0.7 — Intangible assets - other — 4.6 Goodwill 201.1 88.8 Total assets acquired 843.7 197.2 Liabilities assumed: Accounts payable Current liabilities (40.6 ) (24.1 ) Deferred revenue (163.3 ) (15.5 ) Deferred tax liabilities (24.1 ) — Total liabilities assumed (228.0 ) (39.6 ) Net assets acquired $ 615.7 $ 157.6 (1) Common stock fair value for Hibernia equals the closing share price on the acquisition date of $27.80 less a discount for lack of marketability. Common stock fair value for Global Capacity equals the closing share price on the acquisition date of $30.85 less a discount for lack of marketability. Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Goodwill is not expected to be deductible for tax purposes. Goodwill will not be amortized but instead will be tested for impairment at least annually and more frequently if certain indicators of impairment are present. Acquisition Method Accounting Estimates The Company initially recognizes the assets and liabilities acquired from the aforementioned acquisitions based on its preliminary estimates of their acquisition date fair values. As additional information becomes known regarding the acquired assets and assumed liabilities, management may make adjustments to the opening balance sheet of the acquired company up to the end of the measurement period, which is a one-year period following the acquisition date. The determination of the fair values of the acquired assets and liabilities assumed (and the related determination of estimated lives of depreciable tangible and identifiable intangible assets) requires significant judgment. During the year ended December 31, 2019 , certain measurement period adjustments were recorded to adjust provisional amounts for acquisitions completed during 2018 . Transaction Costs Transaction costs describe the broad category of costs the Company incurs in connection with signed and/or closed acquisitions. There are two types of costs that the Company accounts for: • Severance, restructuring and other exit costs • Transaction and integration costs Severance, restructuring and other exit costs include severance and other one-time benefits for terminated employees, termination charges for leases and supplier contracts, and other costs incurred associated with an exit activity. These costs are reported separately in the consolidated statements of operations. Refer to Note 11 - Severance, Restructuring, and Other Exit Costs of these consolidated financial statements for further information on severance, restructuring and other exit costs. Transaction and integration costs include expenses associated with legal, accounting, regulatory, and other transition services rendered in connection with acquisitions, travel expense, and other non-recurring direct expenses associated with acquisitions. Transaction and integration costs are expensed as incurred in support of the integration. The Company incurred transaction and integration costs of $23.0 million , $40.5 million , and $19.1 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. Transaction and integration costs have been included in selling, general and administrative expenses in the consolidated statements of operations and in cash flows from operating activities in the consolidated statements of cash flows during the years then ended. Pro forma Financial Information (Unaudited) The pro forma results presented below include the effects of the Company’s material 2018 acquisition as if the acquisition occurred on January 1, 2018 . The pro forma net loss for the year ended December 31, 2018 includes adjustments to revenue and cost of telecommunications services to eliminate inter-company activity, adjustments to deferred revenue and deferred cost from the acquired companies, and IFRS to US GAAP adjustments for Interoute. The pro forma adjustments are based on historically reported transactions by the acquired companies. The pro forma results do not include any anticipated synergies or other expected benefits of the acquisitions. The unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisitions been consummated as of January 1, 2018 (amounts in millions, except per share data). Year Ended December 31, 2018 Revenue $ 1,836.0 Net loss $ (91.1 ) Loss per share: Basic $ (1.80 ) Diluted $ (1.80 ) Denominator for basic EPS – weighted average shares 50,718,279 Denominator for diluted EPS – weighted average shares 50,718,279 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS The goodwill balance was $1,768.6 million and $1,738.0 million as of December 31, 2019 and 2018 , respectively. Additionally, the Company's intangible asset balance was $490.7 million and $552.4 million as of December 31, 2019 and 2018 , respectively. The additions to both goodwill and intangible assets during the years ended December 31, 2019 and 2018 relate primarily to the 2019 and 2018 Acquisition (refer to Note 3 - Business Acquisitions). The changes in the carrying amount of goodwill for the years ended December 31, 2019 and 2018 were as follows (amounts in millions): Goodwill - December 31, 2017 $ 644.5 Initial goodwill associated with 2018 business combinations 1,130.9 Adjustments to 2018 business combinations (37.9 ) Adjustments to 2017 business combinations 22.2 Foreign currency translation adjustments (21.7 ) Goodwill - December 31, 2018 1,738.0 Initial goodwill associated with 2019 business combinations 28.8 Adjustments to 2018 business combinations 47.8 Foreign currency translation adjustments (46.0 ) Goodwill - December 31, 2019 $ 1,768.6 The following tables summarize the Company’s intangible assets (amounts in millions): December 31, 2019 December 31, 2018 Amortization Gross Asset Cost Accumulated Amortization Net Book Value Gross Asset Cost Accumulated Amortization Net Book Value Customer lists 3-20 years $ 781.1 $ 313.7 $ 467.4 $ 757.7 $ 233.7 $ 524.0 Non-compete agreements 3-5 years 4.7 4.6 0.1 4.7 4.6 0.1 Intellectual property 10 years 38.3 15.4 22.9 38.6 11.3 27.3 Tradename 1-3 years 6.2 5.9 0.3 6.0 5.0 1.0 $ 830.3 $ 339.6 $ 490.7 $ 807.0 $ 254.6 $ 552.4 Amortization expense was $85.2 million , $86.4 million , and $69.0 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. Estimated amortization expense related to intangible assets subject to amortization at December 31, 2019 in each of the years subsequent to December 31, 2019 is as follows (amounts in millions): Total 2020 $ 89.1 2021 84.6 2022 70.1 2023 56.7 2024 50.6 2025 and beyond 139.6 Total $ 490.7 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT The following table summarizes the Company’s property and equipment as of December 31, 2019 and 2018 (amounts in millions): December 31, 2019 2018 Land and freehold buildings $ 90.7 $ 14.1 Furniture and fixtures 6.7 6.4 Fiber optic cable 702.2 777.9 Duct 686.1 669.6 Fiber optic network equipment 613.9 582.9 Leasehold improvements 62.3 58.1 Computer hardware and software 41.6 66.2 Property and equipment, gross 2,203.5 2,175.2 Less accumulated depreciation (386.1 ) (304.8 ) Property and equipment, net $ 1,817.4 $ 1,870.4 Depreciation expense associated with property and equipment, including amortization of finance lease assets, was $163.6 million , $125.0 million , and $63.6 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | PREPAID EXPENSES AND OTHER CURRENT ASSETS The following table summarizes the Company’s prepaid expenses and other current assets as of December 31, 2019 and 2018 (amounts in millions): December 31, 2019 2018 Prepaid cost of telecommunications services $ 11.8 $ 18.9 Prepaid selling, general and administrative 13.1 14.7 Short-term deposits 0.3 1.3 Taxes receivable — 2.5 Deferred commissions 9.8 3.4 Receivable from supplier 10.7 — Other 4.7 8.4 $ 50.4 $ 49.2 |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES The following table summarizes the Company’s accrued expenses and other current liabilities as of December 31, 2019 and 2018 (amounts in millions): December 31, 2019 2018 Compensation and benefits $ 24.4 $ 36.9 Cost of telecommunications services 105.3 101.1 Restructuring, current portion 6.4 25.8 Interest rate swaps 53.5 22.4 Interest 0.4 3.2 Acquisition holdbacks — 6.7 Taxes payable 28.3 2.8 Selling, general and administrative 18.1 8.3 Capital expenditures 0.2 7.7 Other 4.2 11.9 $ 240.8 $ 226.8 |
DEFERRED REVENUE
DEFERRED REVENUE | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
DEFERRED REVENUE | DEFERRED REVENUE The total deferred revenue as of December 31, 2019 and 2018 was $333.5 million and $371.2 million , respectively, consisting of unamortized prepaid services, IRUs, and deferred non-recurring revenue. Deferred revenue is recognized as current and noncurrent deferred revenue on the consolidated balance sheets. Significant changes in deferred revenue balances during the years ended December 31, 2019 and 2018 are as follows (amounts in millions): Contract Term Less than 1 Year Greater than 1 Year Total Balance, December 31, 2017 $ 18.6 $ 130.3 $ 148.9 Revenue recognized from beginning balance (18.6 ) (21.7 ) (40.3 ) Increase in deferred revenue, net 28.9 15.9 44.8 Business combinations (gross) 0.4 242.6 243.0 Revenue recognized from business combinations (0.4 ) (18.3 ) (18.7 ) Foreign currency translation adjustments (0.2 ) (6.3 ) (6.5 ) Balance, December 31, 2018 28.7 342.5 371.2 Revenue recognized from beginning balance (28.8 ) (53.5 ) (82.3 ) Increase in deferred revenue, net 21.7 26.4 48.1 Business combinations (gross) — 1.2 1.2 Revenue recognized from business combinations — — — Foreign currency translation adjustments 0.9 (5.6 ) (4.7 ) Balance, December 31, 2019 $ 22.5 $ 311.0 $ 333.5 Remaining amortization at December 31, 2019 and in each of the years subsequent to December 31, 2019 is as follows (amounts in millions): Contract Term Less than 1 Year Greater than 1 Year Total 2020 $ 22.5 $ 44.5 $ 67.0 2021 — 38.9 38.9 2022 — 36.8 36.8 2023 — 35.0 35.0 2024 — 28.0 28.0 2025 and beyond — 127.8 127.8 $ 22.5 $ 311.0 $ 333.5 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Long-term debt is summarized as follows (amounts in millions): December 31, 2019 2018 US Term loan $ 1,743.5 $ 1,761.2 EMEA Term loan 828.8 857.6 7.875% Senior unsecured notes 575.0 575.0 Revolving line of credit 140.0 59.0 Other secured loans 4.3 18.1 Total debt obligations 3,291.6 3,270.9 Unamortized debt issuance costs (28.0 ) (31.6 ) Unamortized original issuance discount, net (40.8 ) (47.8 ) Carrying value of debt 3,222.8 3,191.5 Less current portion (30.2 ) (39.9 ) Long-term debt less current portion $ 3,192.6 $ 3,151.6 2018 Credit Agreement On May 31, 2018, the Company entered into a credit agreement (the "2018 Credit Agreement") that provides for (1) a $1,770.0 million term loan B facility (the "US Term Loan Facility"), (2) a €750.0 million term loan B facility (the "EMEA Term Loan Facility"), and (3) a $200.0 million revolving credit facility (the "Revolving Line of Credit Facility") (which includes a $50.0 million letter of credit facility). The US Term Loan Facility was issued at an original issuance discount of $8.9 million and the EMEA Term Loan Facility was issued at an original issuance discount of €3.8 million . The Company is the borrower under the U.S. Term Loan Facility and the Revolving Line of Credit Facility. The Company's wholly-owned subsidiary GTT Communications B.V. is the borrower under the EMEA Term Loan Facility (the "EMEA Borrower"). The maturity date of the US Term Loan Facility and the EMEA Term Loan Facility (collectively the "Term Loan Facilities") is May 31, 2025 and the maturity date of the Revolving Line of Credit Facility is May 31, 2023 . Each maturity date may be extended per the terms of the 2018 Credit Agreement. The principal amounts of the US Term Loan Facility and EMEA Term Loan Facility are payable in equal quarterly installments of $4.425 million and €1.875 million , respectively, commencing on September 30, 2018 and continuing thereafter until the maturity date when the remaining balances of outstanding principal amount is payable in full. The Company may prepay loans under the 2018 Credit Agreement at any time, subject to certain notice requirements, LIBOR breakage costs, and prepayment fees noted above. At the Company’s election, the US Term Loan Facility may be made as either Base Rate Loans or Eurocurrency Loans. The EMEA Term Loan Facility will bear interest at the European Money Markets Institute EURIBO Rate plus the applicable margin. The applicable margin for the US Term Loan Facility is 1.75% for Base Rate Loans and 2.75% for Eurocurrency Loans, subject to a “LIBOR floor” of 0.00% . The applicable margin for the EMEA Term Loan Facility is 3.25% , subject to a “EURIBOR floor” of 0.00% . The applicable margin for revolving loans under the Revolving Line of Credit Facility is 1.75% for Base Rate Loans, 2.75% for Eurocurrency Loans denominated in U.S. Dollars and certain other approved currencies other than Euros, and 3.25% for revolving loans denominated in Euros. The proceeds from the US Term Loan Facility and EMEA Term Loan Facility were used to finance the Interoute acquisition, to repay amounts outstanding under the Company's prior term loan facility, and to pay costs associated with such transactions. On June 5, 2019, the Company entered into an Incremental Revolving Credit Assumption Agreement ("Incremental Agreement") to the 2018 Credit Agreement. The Incremental Agreement establishes $50.0 million in new revolving credit commitments, bringing the total sum of revolving credit commitments under the 2018 Credit Agreement, as modified by the Incremental Agreement, to $250.0 million . The revolving credit commitments made pursuant to the Incremental Agreement have terms and conditions identical to the existing revolving credit commitments under the 2018 Credit Agreement. The unused and available amount of the Revolving Line of Credit Facility at December 31, 2019 was as follows (amounts in millions): Committed capacity $ 250.0 Borrowings outstanding (140.0 ) Letters of credit issued (10.9 ) Unused and available $ 99.1 The obligations of the Company under the 2018 Credit Agreement are secured by the substantial majority of the tangible and intangible assets of the Company. The obligations of the Company under the U.S. Term Loan Facility and the Revolving Line of Credit Facility are guaranteed by certain of its domestic subsidiaries, but not by any of the Company’s foreign subsidiaries. The obligations of the EMEA Borrower under the EMEA Term Loan Facility are guaranteed by the Company and certain of its domestic and foreign subsidiaries. None of the foreign subsidiary guarantors of the EMEA Term Loan Facility provide cross-guarantees of the guarantees of the EMEA Term Loan Facility provided by the Company and its domestic subsidiaries. The 2018 Credit Agreement does not contain a financial covenant for the US Term Loan Facility or the EMEA Term Loan Facility, but it does include a maximum Consolidated Net Secured Leverage Ratio applicable to the Revolving Line of Credit Facility in the event that utilization exceeds 30% of the revolving loan facility commitment. On August 8, 2019, the Company entered into Amendment No. 1 to the 2018 Credit Agreement ("Amendment No. 1"), which amends the Consolidated Net Secured Leverage Ratio applicable to the Revolving Line of Credit Facility for each fiscal quarter ending September 30, 2019 through December 31, 2020. If triggered, the covenant, as amended, requires the Company to maintain a Consolidated Net Secured Leverage Ratio, on a Pro Forma Basis, below the maximum ratio specified as follows: Fiscal Quarter Ending Maximum Ratio December 31, 2019 6.50:1 March 31, 2020 6.50:1 June 30, 2020 6.50:1 September 30, 2020 6.25:1 December 31, 2020 6.25:1 March 31, 2021 5.50:1 June 30, 2021 5.00:1 September 30, 2021 5.00:1 December 31, 2021 4.50:1 March 31, 2022 4.50:1 June 30, 2022 and thereafter 4.25:1 As of December 31, 2019 , the Company's Consolidated Net Secured Leverage Ratio, as defined in the 2018 Credit Agreement, was approximately 6.0 :1, which is below the maximum permitted ratio of 6.50 :1. In addition, Amendment No. 1 to the 2018 Credit Agreement added certain restrictions, which remain in place from the effective date of the Amendment No. 1 until the delivery of the compliance certificate for the quarter ending March 31, 2021, demonstrating compliance with the Consolidated Net Secured Leverage Ratio for that quarter, including without limitation the following: the Company and its restricted subsidiaries (as defined in the 2018 Credit Agreement) may not make certain dividends, distributions and other restricted payments (as defined in the 2018 Credit Agreement), including that the Company may not pay dividends; the Company and its restricted subsidiaries may not designate any subsidiary an “Unrestricted Subsidiary” (which would effectively remove such subsidiary from the restrictions of the 2018 Credit Agreement); the Company and its restricted subsidiaries may not make “permitted acquisitions” (as defined in the 2018 Credit Agreement) or certain other investments, unless the Company and its restricted subsidiaries have liquidity (i.e., unrestricted cash and cash equivalents and availability under the revolving credit facility under the 2018 Credit Agreement) of at least $250 million (other than the acquisition of KPN Eurorings B.V., a private limited liability company ( besloten vennootschap met beperkte aansprakelijkheid ) incorporated under the laws of the Netherlands with respect to which this liquidity requirement is not applicable); and the amount of incremental borrowings under the 2018 Credit Agreement that the Company and its subsidiaries may request when the Consolidated Net Secured Leverage Ratio is above 4.40 to 1.00 was reduced to $300 million minus amounts previously requested (which amount is $50 million requested under the Incremental Agreement described above). On February 28, 2020, the Company entered into an amendment to the 2018 Credit Agreement (“Amendment No. 2”), which established incremental term loan commitments for $140 million of EMEA term loans (the “2020 EMEA Term Loan Facility”), bringing the total amounts of EMEA term loans outstanding under the 2018 Credit Agreement, as modified by Amendment No. 2, to €750 million in Euro-denominated loans and $140 million in US Dollar-denominated loans. The EMEA term loans under the 2020 EMEA Term Loan Facility were incurred with an original issue discount of $5.6 million . The 2020 EMEA Term Loan Facility has terms substantially identical to the existing EMEA Term Loan Facility, except that: (1) each quarterly amortization payment on the 2020 EMEA Term Loan Facility will be $350,000 ; (2) the EMEA Term Loan Facility has call protection of 2.0% for certain mandatory and voluntary prepayments occurring on or prior to the one year anniversary of the effective date of the EMEA Term Loan Facility and 1.0% for certain mandatory and voluntary prepayments occurring following the one year anniversary of the effective date of the EMEA Term Loan Facility and until the second year anniversary thereof; (3) Amendment No. 2 added, for the benefit of the lenders under the 2020 EMEA Term Loan Facility, the same covenant restrictions contained in Amendment No. 1, except that (a) the amount of secured debt that can be incurred on a pari passu basis with the 2020 EMEA Term Loan Facility and certain types of debt incurred by non-credit parties is limited to $50 million in the aggregate and (b) certain excess asset sale proceeds will be required to prepay outstanding EMEA term loans or reinvest in long-term assets useful in the business within 30 days following receipt of such proceeds, which covenant restrictions will remain in place for so long as the existing Revolving Line of Credit Facility and the 2020 EMEA Term Loan Facility remain in effect; and (4) the applicable margin for the 2020 EMEA Term Loan Facility is (a) 3.25% for Base Rate Loans and 4.25% for Eurocurrency Loans for the first two years following the effective date of the 2020 EMEA Term Loan Facility and (b) 3.75% for Base Rate Loans and 4.75% for Eurocurrency Loans on and following the second anniversary of the effective date of the 2020 EMEA Term Loan Facility. The proceeds of the 2020 EMEA Term Loan Facility were used to repay amounts outstanding under the Revolving Line of Credit Facility and for general corporate purposes. Interest Rate Swaps In April and May 2018, the Company entered into the following interest rate swap arrangements to partially mitigate the variability of cash flows due to changes in the Eurodollar rate, specifically related to interest payments on our term loans under the 2018 Credit Agreement: Trade date April 6, 2018 May 17, 2018 May 17, 2018 May 17, 2018 Notional amount (in millions) $ 500.0 $ 200.0 $ 300.0 € 317.0 Term (years) 5 7 3 7 Effective date 4/30/2018 6/29/2018 6/29/2018 6/29/2018 Termination date 4/30/2023 5/31/2025 6/30/2021 5/31/2025 Fixed rate 2.6430 % 3.0370 % 2.8235 % 0.8900 % Floating rate 1-month LIBOR 1-month LIBOR 1-month LIBOR 1-month EURIBOR The interest rate swaps were not designated as hedges and, therefore, do not qualify for hedge accounting. Accordingly, the interest rate swaps are adjusted to fair value through earnings on the consolidated statement of operations as other expense, net. The fair value of the interest rate swaps at December 31, 2019 and December 31, 2018 were as follows (in millions): Fair Value December 31, 2019 December 31, 2018 Derivative Instrument Aggregate Notional Amount Effective Date Maturity Date Asset Derivatives Liability Derivatives Asset Derivatives Liability Derivatives Interest rate swap $ 500.0 4/30/2018 4/30/2023 $ — $ (18.2 ) $ — $ (4.4 ) Interest rate swap $ 200.0 6/29/2018 5/31/2025 — (15.3 ) — (6.9 ) Interest rate swap $ 300.0 6/29/2018 6/30/2021 — (5.8 ) — (2.8 ) Interest rate swap € 317.0 6/29/2018 5/31/2025 — (14.2 ) — (8.3 ) $ — $ (53.5 ) $ — $ (22.4 ) The Company records the fair value of interest rate swaps in its consolidated balance sheets within prepaid expenses and other current assets when in an asset position and within accrued expenses and other current liabilities when in a liability position. Due to the change in fair value of its interest rate swaps, the Company recognized a loss of $31.4 million and $22.4 million in other expense, net for the years ended December 31, 2019 and 2018 , respectively. 7.875% Senior Unsecured Notes During 2016 and 2017, the Company completed three private offerings for $575.0 million aggregate principal amount of its 7.875% senior unsecured notes due in 2024 (collectively the “ 7.875% Senior Unsecured Notes”). Each offering was treated as a single series of debt securities. The 7.875% Senior Unsecured Notes have identical terms other than the issuance date and offering price. The 7.875% Senior Unsecured Notes were issued at a combined premium of $16.5 million . The 7.875% Senior Unsecured Notes are guaranteed by the Company’s domestic subsidiaries that guarantee the Company’s obligations under the U.S. Term Loan Facility and the Revolving Line of Credit Facility, but not by any of the Company’s foreign subsidiaries. The Company is in compliance with the subsidiary guarantee requirements for the 7.875% Senior Unsecured Notes. Other Secured Loans In connection with the Interoute acquisition in May 2018, the Company acquired other loans secured by certain network assets. The balance of other secured loans at December 31, 2019 and 2018 was $4.3 million and $18.1 million , respectively. Effective Interest Rate The effective interest rate on the long-term debt at December 31, 2019 and 2018 was 5.2% and 5.3% , respe ctively. The effective interest rate at considers the impact of the interest rate swaps. Long-term Debt Contractual Maturities The aggregate contractual maturities of long-term debt (excluding unamortized debt issuance costs and unamortized OID) were as follows as of December 31, 2019 (amounts in millions): Total debt 2020 $ 30.2 2021 26.4 2022 26.1 2023 166.1 2024 601.1 2025 and beyond 2,441.7 $ 3,291.6 Debt Issuance Costs and Original Issuance Discounts and Premiums The following table summarizes the debt issuance costs activity for the years ended December 31, 2019 and 2018 (amounts in millions): US Term Loan EMEA Term Loan 7.875% Senior Unsecured Notes Revolving Line of Credit Total Balance, December 31, 2017 $ (14.7 ) $ — $ (16.1 ) $ (3.0 ) $ (33.8 ) Debt issuance costs incurred (4.7 ) (3.4 ) — (0.6 ) (8.7 ) Amortization 1.8 0.2 1.8 0.6 4.4 Loss on debt extinguishment 6.1 — — 0.4 6.5 Balance, December 31, 2018 (11.5 ) (3.2 ) (14.3 ) (2.6 ) (31.6 ) Debt issuance costs incurred — — — (1.2 ) (1.2 ) Amortization 1.6 0.5 2.0 0.7 4.8 Balance, December 31, 2019 $ (9.9 ) $ (2.7 ) $ (12.3 ) $ (3.1 ) $ (28.0 ) Debt issuance costs are presented on the consolidated balance sheets as a reduction to long-term debt. Interest expense associated with the amortization of debt issuance costs was $4.8 million , $4.4 million , and $3.8 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. The following table summarizes the original issuance (discount) and premium activity for the years ended December 31, 2019 and 2018 (amounts in millions): US Term Loan EMEA Term Loan 7.875% Senior Unsecured Notes Total Balance, December 31, 2017 $ (6.5 ) $ — $ 15.8 $ 9.3 New Original Issuance Discount (8.9 ) (4.4 ) — (13.3 ) Fees paid to lenders (35.2 ) (19.4 ) — (54.6 ) Amortization 3.5 1.8 (1.8 ) 3.5 Loss on debt extinguishment 7.3 — — 7.3 Balance, December 31, 2018 (39.8 ) (22.0 ) 14.0 (47.8 ) Amortization 5.6 3.3 (1.9 ) 7.0 Balance, December 31, 2019 $ (34.2 ) $ (18.7 ) $ 12.1 $ (40.8 ) Original issuance discounts and premiums are presented on the consolidated balance sheets as a reduction to long-term debt. Amortization of original issuance discounts and premiums was $7.0 million , $3.5 million , and $0.4 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. The Company expensed an aggregate of $13.8 million and $8.6 million of debt issuance costs and OID that did not qualify for deferral as loss on debt extinguishment in the consolidated statements of operations for the years ended December 31, 2018 and 2017, respectively. No such costs were incurred during the year ended December 31, 2019. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The components of (loss) income before income taxes for the years ended December 31, 2019 , 2018 , and 2017 were as follows (amounts in millions): Year Ended December 31, 2019 2018 2017 Domestic $ (118.3 ) $ (243.6 ) $ (87.1 ) Foreign 15.6 (5.3 ) 32.9 Total $ (102.7 ) $ (248.9 ) $ (54.2 ) The components of the (benefit from) provision for income taxes for the years ended December 31, 2019 , 2018 , and 2017 were as follows (amounts in millions): Year Ended December 31, 2019 2018 2017 Current: Federal $ 0.7 $ — $ (0.5 ) State 0.2 0.2 — Foreign 19.4 1.4 7.3 Total current 20.3 1.6 6.8 Federal 0.7 (2.9 ) 8.0 State — (0.6 ) 0.4 Foreign (17.8 ) (3.6 ) 2.1 Total deferred (17.1 ) (7.1 ) 10.5 Income tax expense (benefit) $ 3.2 $ (5.5 ) $ 17.3 The following is a reconciliation of the U.S. federal statutory income taxes to the amounts reported in the financial statements for the years ended December 31, 2019 , 2018 , and 2017 (amounts in millions): Year Ended December 31, 2019 2018 2017 Amount Effective Rate Amount Effective Rate Amount Effective Rate U.S. federal statutory income tax $ (21.6 ) 21.0 % $ (52.3 ) 21.0 % $ (19.0 ) 35.0 % Permanent items 0.3 (0.3 )% 0.2 (0.1 )% 1.2 (2.2 )% State taxes, net of federal benefit (3.1 ) 3.0 % (10.1 ) 4.1 % (3.0 ) 5.5 % Foreign tax rate differential 2.7 (2.6 )% (0.5 ) 0.2 % (9.3 ) 17.2 % Compensation related items 2.0 (1.9 )% (3.3 ) 1.3 % (5.1 ) 9.4 % Change in valuation allowance 17.3 (16.8 )% 59.0 (23.7 )% 29.0 (53.5 )% Unrecognized tax positions — — % 6.2 (2.5 )% 2.8 (5.2 )% Prior year true-ups 5.6 (5.4 )% 6.8 (2.7 )% 3.4 (6.3 )% Tax Cuts and Jobs Act — — % (11.5 ) 4.6 % 17.3 (31.9 )% Total income tax provision (benefit) $ 3.2 (3.0 )% $ (5.5 ) 2.2 % $ 17.3 (32.0 )% The components of the Company's deferred tax assets and liabilities as of December 31, 2019 and 2018 are as follows (amounts in millions): December 31, 2019 2018 Deferred tax assets: Tax loss and credit carryforwards $ 276.0 $ 275.3 Business interest expense carryforward 62.9 30.9 Reserves and allowances 1.4 3.9 Share-based compensation 5.8 5.1 Other — — Total deferred tax assets before valuation allowance 346.1 315.2 Less: Valuation allowance (211.4 ) (162.9 ) Total deferred tax assets 134.7 152.3 Deferred tax liabilities: Intangible assets and goodwill (54.7 ) (66.4 ) Property and equipment (216.5 ) (219.7 ) Other — (3.6 ) Total deferred tax liabilities (271.2 ) (289.7 ) Net deferred tax liabilities (1) $ (136.5 ) $ (137.4 ) (1) The 2019 and 2018 net deferred tax liability is reflected on the consolidated balance sheets as a deferred tax liability of $171.3 million and $176.2 million, respectively, partially offset by a deferred tax asset of $34.8 million and $38.8 million, respectively, included as a component of Other long-term assets on the consolidated balance sheets. The Tax Act was enacted on December 22, 2017. Among other things, the Tax Act reduced the U.S. federal corporate tax rate from 35% to 21% and required companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred. The Company reasonably estimated the effects of the Tax Act and recorded provisional amounts in the fourth quarter of 2017 totaling $17.3 million . In 2018, the Company finalized the 2017 impact of the Tax Act, specifically the remeasurement of its U.S. Federal deferred tax assets and liabilities and the post-1986 earnings and profits transition tax, which resulted in a $11.5 million benefit. In January 2018, the FASB released guidance on the accounting for tax on the global intangible low-taxed income (“GILTI”) provisions of the Tax Act. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The Company elected to treat any potential GILTI inclusions as a period cost. As of December 31, 2019 , the Company had $212.6 million of U.S. federal net operating loss ("NOL") carryforwards net of limitations under Section 382 and tax-effected state NOL carryforwards of approximately $8.6 million . The Company's U.S. federal NOL carryforwards generated in 2017 and prior, if not utilized to reduce taxable income in future years, will expire between 2021 and 2037. As of December 31, 2019 , the Company had foreign NOL carryforwards of $873.1 million , the majority of which have no expiration date. Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence identified during management’s evaluation was the cumulative loss incurred over the three-year period ended December 31, 2019 . Such objective evidence limits the ability to consider other subjective evidence, such as the Company's forecasts of future taxable income and tax planning strategies. On the basis of this evaluation as of December 31, 2019 and 2018 , the Company recognized a valuation allowance against its net U.S. deferred tax assets under the criteria of ASC 740 of $100.7 million and $73.3 million , respectively, and the Company recognized a valuation allowance against its net foreign deferred tax assets under the criteria of ASC 740 of $110.6 million and $89.6 million , respectively. The amount of U.S. deferred tax asset considered realizable has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized. The amount of the deferred tax asset considered realizable, however, could be adjusted if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as forecasted taxable income. The Company will continue to evaluate the need to record valuation allowances against deferred tax assets and will make adjustments in accordance with ASC 740. As of December 31, 2019 , the Company will continue to permanently reinvest undistributed earnings of its non-U.S. subsidiaries. If the Company were to repatriate indefinitely reinvested foreign funds, the Company would be required to accrue and pay any applicable withholding tax and U.S. state income tax liabilities and record foreign exchange rate impacts. Determination of the unrecorded deferred tax liability that would be incurred if such amounts were repatriated is not practicable due to multiple factors, including the complexity of non-U.S. tax laws and tax treaty interpretations and exchange rate fluctuations. Accounting for Uncertainty in Income Taxes The Company had unrecognized tax benefits of $6.2 million as of both December 31, 2019 and 2018 . The unrecognized tax benefit was not material as of December 31, 2017 . To the extent interest and penalties related to uncertain tax positions would be assessed on any underpayment of income tax, such accrued amounts are classified as a component of income tax expense. Changes in unrecognized tax benefits are set forth below (amounts in millions): 2019 2018 2017 Balance, January 1 $ 6.2 $ 1.5 $ — Changes for tax positions of prior years — — 2.8 Increases for tax positions related to the current year — 6.2 — Settlements and lapsing of statutes of limitations — (1.5 ) (1.3 ) Balance, December 31 $ 6.2 $ 6.2 $ 1.5 In the normal course of business, the Company is subject to examination by tax authorities throughout the world. Tax years that remain subject to examination vary by legal entity but are generally open in the U.S. for tax years ending after 2015 and outside of the U.S for tax years ending after 2013. |
SEVERANCE, RESTRUCTURING, AND O
SEVERANCE, RESTRUCTURING, AND OTHER EXIT COSTS | 12 Months Ended |
Dec. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
SEVERANCE, RESTRUCTURING, AND OTHER EXIT COSTS | SEVERANCE, RESTRUCTURING AND OTHER EXIT COSTS The Company incurred severance, restructuring and other exit costs associated with 2019 and 2018 acquisitions. These costs include employee severance costs, termination costs associated with facility leases and network agreements, and other exit costs related to the transactions. The Company records the current portion of severance, restructuring and other exit costs as a component of accrued expenses and other current liabilities and the long-term portion of severance, restructuring and other exit costs as a component of other long-term liabilities. The exit costs recorded and paid are summarized as follows for the year ended December 31, 2019 (amounts in millions): Balance, December 31, 2018 Charges Payments Foreign Currency Translation Adjustments Balance, Employee termination benefits $ 7.4 $ 6.2 $ (12.1 ) $ 1.2 $ 2.7 Lease terminations 9.3 5.0 (5.7 ) (1.0 ) 7.6 Other contract terminations 9.1 1.8 (7.5 ) 0.2 3.6 $ 25.8 $ 13.0 $ (25.3 ) $ 0.4 $ 13.9 The exit costs recorded and paid are summarized as follows for the year ended December 31, 2018 (amounts in millions): Balance, December 31, 2017 Charges Acquired Costs Payments Foreign Currency Translation Adjustments Balance, December 31, 2018 Employee termination benefits $ 5.5 $ 19.2 $ 6.0 $ (23.2 ) $ (0.1 ) $ 7.4 Lease terminations 2.4 2.6 7.8 (3.5 ) — 9.3 Other contract terminations 1.8 15.3 — (8.0 ) — 9.1 $ 9.7 $ 37.1 $ 13.8 $ (34.7 ) $ (0.1 ) $ 25.8 The exit costs recorded and paid are summarized as follows for the year ended December 31, 2017 (amounts in millions): Balance, January 1, 2017 Charges Payments Balance, December 31, 2017 Employee termination benefits $ — $ 16.6 $ (11.1 ) $ 5.5 Lease terminations 0.9 3.5 (2.0 ) 2.4 Other contract terminations 2.3 2.3 (2.8 ) 1.8 $ 3.2 $ 22.4 $ (15.9 ) $ 9.7 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION Share-Based Compensation Plan The Company grants share-based equity awards, including stock options and restricted stock, under the GTT Communications, Inc. 2018 Stock Option and Incentive Plan (the "GTT Stock Plan"). The GTT Stock Plan is limited to an aggregate 14,250,000 shares, of which 11,055,975 have been issued and are outstanding as of December 31, 2019 . The GTT Stock Plan permits the granting of time-based stock options, time-based restricted stock, and performance-based restricted stock to employees and consultants of the Company, and non-employee directors of the Company. Time-based options granted under the GTT Stock Plan have an exercise price of at least 100% of the fair market value of the underlying stock on the grant date and expire no later than 10 years from the grant date. The Company uses the Black-Scholes option-pricing model to determine the fair value of its stock option awards at the time of grant. The stock options generally vest over four years with 25% of the options becoming exercisable one year from the date of grant and the remaining vesting 75% annually or quarterly over the following three years . Time-based restricted stock granted under the GTT Stock Plan is valued at the share price of our common stock as reported on the NYSE on the date of grant. Time-based restricted stock generally vests over four years with 25% of the shares becoming unrestricted one year from the date of grant and the remaining vesting 75% annually or quarterly over the following three years . Performance-based restricted stock is granted under the GTT Stock Plan subject to the achievement of certain performance measures. Once achievement of these performance measures is considered probable, the Company starts to expense the fair value of the grant over the vesting period. The performance-based restricted stock is valued at the share price of the Company's common stock as reported on the NYSE on the date of grant. The performance grant vests quarterly over the vesting period once achievement of the performance measure has been met and approved by the Compensation Committee, typically one to two years . The Compensation Committee of the Board of Directors, as administrator of the GTT Stock Plan, has the discretion to authorize a different vesting schedule for any awards. In 2019, the Company implemented a sell-to-cover program for employees who elect to sell shares to cover any withholding taxes due upon vesting. Previously, the Company netted shares upon vesting and paid the withholding taxes directly. Share-Based Compensation Expense The following table summarizes the share-based compensation expense recognized as a selling, general and administrative expense in the consolidated statements of operations (amounts in millions): Year Ended December 31, 2019 2018 2017 Time-based stock options $ 0.4 $ 1.1 $ 1.4 Restricted stock (1) 30.4 33.0 20.6 ESPP 0.4 0.3 0.2 Total $ 31.2 $ 34.4 $ 22.2 As of December 31, 2019 , there was $58.2 million of total unrecognized compensation cost related to unvested share-based compensation awards. The following table summarizes the unrecognized compensation cost and the weighted average period over which the cost is expected to be amortized (amounts in millions): December 31, 2019 Unrecognized Compensation Cost Weighted Average Remaining Period to be Recognized (Years) Time-based stock options $ 0.1 0.17 Time-based restricted stock 55.4 2.43 Performance-based restricted stock (1) 2.7 0.50 Total $ 58.2 2.34 (1) Excludes $25.2 million and $12.3 million of unrecognized compensation cost related to the 2018 Performance Awards and 2017 Performance Awards, respectively, as achievement of the performance criteria was not probable as of December 31, 2019 . Time-Based Stock Options The Company uses the Black-Scholes option-pricing model method to calculate the fair value of the time-based stock options as of the grant date. The use of option valuation models requires the input by management of certain assumptions, including the expected stock price volatility, the expected life of the option term, and the forfeiture rate. These assumptions are utilized by the Company in determining the estimated fair value of the time-based stock options. There were no time-based stock options granted during the years ended December 31, 2019 , 2018 , and 2017 . The following table summarizes the time-based stock option activity: Options Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Balance, January 1, 2017 1,163,908 $ 10.84 $ 5.66 Granted — — — Exercised (438,338 ) 7.89 3.45 Forfeited or canceled (37,607 ) 16.44 7.82 Balance, December 31, 2017 687,963 12.40 6.85 Granted — — — Exercised (162,688 ) 10.12 5.26 Forfeited or canceled (5,989 ) 17.71 8.47 Balance, December 31, 2018 519,286 13.06 7.33 Granted — — — Exercised (86,770 ) 10.40 5.51 Forfeited or canceled (15,699 ) 14.19 7.40 Balance, December 31, 2019 416,817 $ 13.57 $ 7.71 4.84 $ — Exercisable 409,614 $ 13.59 $ 7.01 4.82 $ — The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company's closing stock price on the last day of the year and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2019 . The amount of aggregate intrinsic value will change based on the fair market value of the Company's stock. As of December 31, 2019 , the total vested portion of share-based compensation expense for time-based stock options was $9.2 million . Time-Based Restricted Stock The following table summarizes our time-based restricted stock activity: Shares Weighted Unvested balance, January 1, 2017 1,048,970 $ 11.59 Granted 1,035,496 30.19 Forfeited (112,887 ) 22.27 Vested (728,228 ) 31.61 Unvested balance, December 31, 2017 1,243,351 14.39 Granted 944,009 46.42 Forfeited (196,920 ) 37.74 Vested (667,402 ) 42.99 Unvested balance, December 31, 2018 1,323,038 19.33 Granted 1,447,671 20.13 Forfeited (291,110 ) 35.91 Vested (702,291 ) 20.54 Unvested balance, December 31, 2019 1,777,308 $ 16.59 The fair value of time-based restricted stock awarded totaled $29.1 million , $43.8 million and $31.3 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. Performance-Based Restricted Stock The following table summarizes the performance-based restricted stock activity: Shares Weighted Unvested balance, January 1, 2017 928,436 $ 12.66 Granted 930,000 35.15 Forfeited — — Vested (48,436 ) 28.74 Unvested balance, December 31, 2017 1,810,000 23.79 Granted 905,500 33.59 Forfeited — — Vested (673,503 ) 43.44 Unvested balance, December 31, 2018 2,041,997 21.65 Granted 44,000 27.00 Forfeited (318,658 ) 36.08 Vested (280,404 ) 22.08 Unvested balance, December 31, 2019 1,486,935 $ 18.64 The Company granted $8.5 million of restricted stock during 2014 and early 2015 contingent upon the achievement of certain performance criteria (the "2014 Performance Awards"). The fair value of the 2014 Performance Awards was calculated using the value of GTT common stock on the grant date. The Company started recognizing share-based compensation expense for these grants when the achievement of the performance criteria became probable, which was in the third quarter of 2015. The 2014 Performance Awards started vesting in the fourth quarter of 2015 when the performance criteria were met and they continued to vest ratably through the third quarter of 2017. As of December 31, 2019 , the 2014 Performance Awards were fully vested. The Company granted $17.4 million of restricted stock during 2015 and 2017 contingent upon the achievement of certain performance criteria (the "2015 Performance Awards"). The fair value of the 2015 Performance Awards was calculated using the value of GTT common stock on the respective grant dates. Upon announcement of the Hibernia acquisition in November 2016, the achievement of two of the four performance criteria became probable and the Company started recognizing share-based compensation expense for these grants. Expense recognition continued through the first quarter of 2019. Additionally, upon announcement of the Global Capacity acquisition in June 2017, the achievement of the final two performance criteria became probable and the Company started recognizing share-based compensation expense for these grants. Expense recognition continued through the fourth quarter of 2019. The Company recognized share-based compensation expense related to the 2015 Performance Awards of $1.2 million , $7.8 million , and $6.3 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. As of December 31, 2019 , the 2015 Performance Awards were fully vested. The Company granted $32.6 million of restricted stock during 2017 and 2018 contingent upon the achievement of certain performance criteria (the "2017 Performance Awards"). The fair value of the 2017 Performance Awards was calculated using the value of GTT common stock on the grant date. Upon the closing of the Interoute acquisition in May 2018, the achievement of two of the four performance criteria became probable and the Company started recognizing share-based compensation expense for these grants. Expense recognition is expected to continue through the second quarter of 2020. The Company recognized share-based compensation expense related to the 2017 Performance Awards of $7.2 million and $5.4 million for the years ended December 31, 2019 and 2018 , respectively. No share-based compensation expense was recognized related to the 2017 Performance Awards during the 2017 period. As of December 31, 2019 , $5.1 million of unvested 2017 Performance Awards had been forfeited due to employee departures and remaining unrecognized compensation cost related to the unvested 2017 Performance Awards was $14.9 million , inclusive of unrecognized compensation cost where achievement of the performance criteria was not probable as of December 31, 2019 . The Company granted $31.2 million of restricted stock during 2018 and 2019 contingent upon the achievement of certain performance criteria (the "2018 Performance Awards"). The fair value of the 2018 Performance Awards was calculated using the value of GTT common stock on the grant date. As of December 31, 2019 , achievement of the performance criteria was not probable. Accordingly, the Company recognized no share-based compensation expense for the year ended December 31, 2019 . As of December 31, 2019 , $6.0 million of unvested 2018 Performance Awards had been forfeited due to employee departures and remaining unrecognized compensation cost related to the unvested 2018 Performance Awards was $25.2 million . Employee Stock Purchase Plan The Company has an Employee Stock Purchase Plan ("ESPP") that permits eligible employees to purchase common stock through payroll deductions at the lesser of the opening stock price or 85% of the closing stock price of the Company's common stock during each of the three-month offering periods. The offering periods generally commence on the first day and the last day of each quarter. At December 31, 2019 , 292,897 |
DEFINED CONTRIBUTION PLAN
DEFINED CONTRIBUTION PLAN | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
DEFINED CONTRIBUTION PLAN | DEFINED CONTRIBUTION PLAN The Company has a defined contribution retirement plan under Section 401(k) of the Internal Revenue Code ("IRC") that covers substantially all U.S. based employees. The plan allows eligible employees to contribute from 1% to 100% of their pre-tax eligible earnings, subject to defined limits. The Company matches 50% of an employee's voluntary contributions per pay period up to the annual maximum as defined by the IRS. Employer's matching contributions under the Company's plan vest at a rate of 25% for each year of employment and are fully vested after four years of employment for all current and future contributions. During the years ended December 31, 2019 , 2018 , and 2017 , the Company incurred 401(k) matching expense of $5.8 million, $3.9 million, and $1.7 million, respectively. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
LEASES | LEASES The Company enters into contracts to lease real estate, equipment, and vehicles, and has identified embedded leases within its colocation, dark fiber, and duct supplier contracts. The lease contracts have remaining lease terms up to 31 years and certain leases include options to extend the lease term. The Company is not party to any lease contracts with related parties. The Company’s lease agreements do not contain any residual value guarantees or restrictive covenants. The Company's lease expense is split between cost of telecommunications services and selling, general and administrative expenses in the consolidated statement of operations based on the use of the asset for which lease expense is being paid. The components of lease expense for the period were as follows (amounts in millions): Year Ended December 31, 2019 Operating lease expense $ 103.1 Finance lease expense: Amortization of right of use assets 2.2 Interest on lease liabilities 5.0 Total finance lease expense 7.2 Short-term lease expense 20.8 Variable lease expense 30.4 Total lease expense $ 161.5 Supplemental cash flow information related to leases for the period was as follows (amounts in millions): Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 109.8 Operating cash flows from finance leases 5.0 Financing cash flows from finance leases 1.3 Right of use assets obtained in exchange for new operating lease liabilities 20.9 Right of use assets obtained in exchange for new finance lease liabilities 1.3 Supplemental balance sheet information related to leases for the period was as follows: December 31, 2019 Weighted average remaining lease term (amounts in years) Operating leases 6.37 Finance leases 22.99 Weighted average discount rate Operating leases 5.6 % Finance leases 13.0 % Maturities of lease liabilities were as follows (amounts in millions): Operating Leases Finance Leases 2020 $ 91.2 $ 5.5 2021 82.9 5.2 2022 64.4 5.2 2023 48.8 5.3 2024 34.7 5.3 2025 and beyond 94.8 112.0 Total lease payments 416.8 138.5 Less: Present value discount (69.0 ) (96.6 ) Present value of lease obligations $ 347.8 $ 41.9 |
LEASES | LEASES The Company enters into contracts to lease real estate, equipment, and vehicles, and has identified embedded leases within its colocation, dark fiber, and duct supplier contracts. The lease contracts have remaining lease terms up to 31 years and certain leases include options to extend the lease term. The Company is not party to any lease contracts with related parties. The Company’s lease agreements do not contain any residual value guarantees or restrictive covenants. The Company's lease expense is split between cost of telecommunications services and selling, general and administrative expenses in the consolidated statement of operations based on the use of the asset for which lease expense is being paid. The components of lease expense for the period were as follows (amounts in millions): Year Ended December 31, 2019 Operating lease expense $ 103.1 Finance lease expense: Amortization of right of use assets 2.2 Interest on lease liabilities 5.0 Total finance lease expense 7.2 Short-term lease expense 20.8 Variable lease expense 30.4 Total lease expense $ 161.5 Supplemental cash flow information related to leases for the period was as follows (amounts in millions): Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 109.8 Operating cash flows from finance leases 5.0 Financing cash flows from finance leases 1.3 Right of use assets obtained in exchange for new operating lease liabilities 20.9 Right of use assets obtained in exchange for new finance lease liabilities 1.3 Supplemental balance sheet information related to leases for the period was as follows: December 31, 2019 Weighted average remaining lease term (amounts in years) Operating leases 6.37 Finance leases 22.99 Weighted average discount rate Operating leases 5.6 % Finance leases 13.0 % Maturities of lease liabilities were as follows (amounts in millions): Operating Leases Finance Leases 2020 $ 91.2 $ 5.5 2021 82.9 5.2 2022 64.4 5.2 2023 48.8 5.3 2024 34.7 5.3 2025 and beyond 94.8 112.0 Total lease payments 416.8 138.5 Less: Present value discount (69.0 ) (96.6 ) Present value of lease obligations $ 347.8 $ 41.9 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Recurring Fair Value Measurements The following table presents the Company's financial assets and liabilities that are required to be measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of December 31, 2019 and 2018 . There were no transfers between Level 1 and Level 2 during the years ended December 31, 2019 and 2018 . December 31, 2019 Quoted Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs Total Level 1 Level 2 Level 3 Assets: Interest rate swap agreements $ — $ — $ — $ — Liabilities: Interest rate swap agreements $ (53.5 ) $ — $ (53.5 ) $ — December 31, 2018 Quoted Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs Total Level 1 Level 2 Level 3 Assets: Interest rate swap agreements $ — $ — $ — $ — Liabilities: Interest rate swap agreements $ (22.4 ) $ — $ (22.4 ) $ — Non-recurring Fair Value Measurements In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company records assets and liabilities at fair value on a non-recurring basis as required by GAAP. Assets measured at fair value on a non-recurring basis include goodwill, tangible assets, and intangible assets. Such assets are reviewed quarterly for impairment indicators. If a triggering event has occurred, the assets are re-measured when the estimated fair value of the corresponding asset group is less than the carrying value. The fair value measurements, in such instances, are based on significant unobservable inputs (Level 3). Other Fair Value Measurements As of December 31, 2019 and 2018 , the carrying amounts reflected in the accompanying consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current liabilities approximated fair value due to the short-term nature of these instruments. The table below presents the fair values for the Company's long-term debt as well as the input level used to determine these fair values as of December 31, 2019 and 2018 . The carrying amounts exclude any debt issuance costs or original issuance discount (amounts in millions): Fair Value Measurement Using Total Carrying Value in Consolidated Balance Sheet Unadjusted Quoted Prices in Active Markets for Identical Assets or Liabilities (1) (Level 1) December 31, 2019 December 31, 2018 December 31, 2019 December 31, 2018 Liabilities not recorded at fair value in the Financial Statements: Long-term debt, including the current portion: US Term loan $ 1,743.5 $ 1,761.2 $ 1,464.5 $ 1,648.9 EMEA Term loan 828.8 857.6 787.9 827.5 7.875% Senior unsecured notes 575.0 575.0 435.6 488.8 Revolving line of credit 140.0 59.0 140.0 59.0 Other secured loans 4.3 18.1 4.3 18.1 Total long-term debt, including current portion $ 3,291.6 $ 3,270.9 $ 2,832.3 $ 3,042.3 (1) Fair value based on the bid quoted price, except for the revolving line of credit and other secured loans for which carrying value approximates fair value. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Estimated annual commitments under contractual obligations, excluding those related to long-term debt and operating and finance leases, are as follows at December 31, 2019 (amounts in millions): Network Supply (1) Other (2) 2020 $ 485.9 $ 11.8 2021 320.0 6.4 2022 251.3 3.9 2023 28.2 2.9 2024 24.2 2.4 2025 and beyond 53.6 7.2 $ 1,163.2 $ 34.6 (1) Excludes contracts where the initial term has expired and currently in month-to-month status. (2) Primarily consists of vendor contracts associated with network monitoring and maintenance services. Refer to Note 9 - Debt for the aggregate contractual maturities of long-term debt (excluding unamortized debt issuance costs and unamortized original issuance discounts and premiums) at December 31, 2019 and refer to Note 14 - Leases for the aggregate contractual maturities of operating leases and finance leases at December 31, 2019 . Network Supply Agreements As of December 31, 2019 , the Company had purchase obligations of $1,163.2 million associated with the telecommunications services that the Company has contracted to purchase from its suppliers. The Company’s supplier agreements fall into two key categories: the Company's core IP backbone and client specific locations (also referred to as 'last mile' locations). Supplier agreements associated with the Company's core IP backbone are typically contracted on a one-year term and do not relate to any specific underlying client commitments. The short-term duration allows the Company to take advantage of favorable pricing trends. Supplier agreements associated with the Company's client specific locations, which represent the substantial majority of the Company's network spending, are typically contracted so the terms and conditions in both the vendor and client contracts are substantially the same in terms of duration and capacity. The back-to-back nature of the Company’s contracts means that its network supplier obligations are generally mirrored by its clients' commitments to purchase the services associated with those obligations. Legal Proceedings From time to time, the Company is a party to legal proceedings arising in the normal course of its business. Except as disclosed below, the Company does not believe that it is a party to any current or pending legal action that could reasonably be expected to have a material adverse effect on its financial condition or results of operations and cash flow. On July 30, 2019, a purported class action complaint was filed against the Company and certain of its current and former officers and directors in the U.S District Court for the Eastern District of Virginia (Case No. 1:19-cv-00982) on behalf of certain GTT stockholders. The complaint alleges that defendants made false or misleading statements and omissions of purportedly material fact, in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, in connection with disclosures relating to GTT's acquisition and integration of Interoute Communications Holdings S.A. The complaint seeks unspecified damages. The Company believes that the claims in this lawsuit are without merit and intends to defend against them vigorously. The lawsuit is in the early stages and, at this time, no assessment can be made as to its likely outcome or whether the outcome will be material to the Company. On October 16, 2019, a purported shareholder derivative complaint was filed by a GTT stockholder against certain of the Company's present and former directors and officers in the U.S. District Court for the District of Delaware (Case No. 19-cv-1961). The Company was named as a nominal defendant. The complaint asserts various causes of action against the individual defendants related to the alleged false or misleading statements and omissions at issue in the securities litigation described above. The complaint seeks damages, costs and fees, including attorney's fees, and equitable relief. Defendants intend to file a motion to dismiss the complaint. The Company believes that the claims in this lawsuit are without merit and intends to defend against them vigorously. On December 10, 2019, the US District Court for the District of Delaware dismissed this case. |
FOREIGN OPERATIONS
FOREIGN OPERATIONS | 12 Months Ended |
Dec. 31, 2019 | |
Foreign Operations [Abstract] | |
FOREIGN OPERATIONS | FOREIGN OPERATIONS The Company’s operations are located primarily in the United States and Europe. The following geographic area data is based upon the location of the legal entity reporting the revenue or long-lived assets (amounts in millions): Revenues Long-lived Assets (1) Year Ended December 31, December 31, 2019 2018 2017 2019 2018 United States $ 789.1 $ 785.4 $ 627.6 $ 740.5 $ 788.2 Europe 895.9 659.2 186.2 3,255 3,290.1 Other 42.8 46.2 14.1 81.2 82.5 Total $ 1,727.8 $ 1,490.8 $ 827.9 $ 4,076.7 $ 4,160.8 |
QUARTERLY RESULTS OF OPERATIONS
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) | QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) The following tables are unaudited consolidated quarterly results of operations for the years ended December 31, 2019 and 2018 (amounts in millions, except per share data). The financial information presented should be read in conjunction with other information included in the Company's consolidated financial statements. Quarters Ended March 31, 2019 June 30, 2019 September 30, 2019 December 31, 2019 Revenue: Telecommunications services $ 450.2 $ 433.8 $ 420.0 $ 423.9 Operating expenses: Cost of telecommunications services 241.8 237.5 232.8 229.9 Operating income 38.7 31.1 30.1 23.5 Net loss (27.3 ) (33.3 ) (26.2 ) (19.1 ) Loss per share: Basic $ (0.49 ) $ (0.59 ) $ (0.46 ) $ (0.34 ) Diluted $ (0.49 ) $ (0.59 ) $ (0.46 ) $ (0.34 ) Weighted average shares: Basic 55,839,212 56,248,530 56,370,178 56,580,466 Diluted 55,839,212 56,248,530 56,370,178 56,580,466 Quarters Ended March 31, 2018 June 30, 2018 September 30, 2018 December 31, 2018 Revenue: Telecommunications services $ 260.7 $ 326.7 $ 448.6 $ 454.8 Operating expenses: Cost of telecommunications services 141.5 179.3 247.4 251.2 Operating income 9.2 4.2 14.5 11.8 Net loss (30.7 ) (136.3 ) (23.4 ) (53.0 ) Loss per share: Basic $ (0.69 ) $ (2.83 ) $ (0.43 ) $ (0.96 ) Diluted $ (0.69 ) $ (2.83 ) $ (0.43 ) $ (0.96 ) Weighted average shares: Basic 44,632,365 48,221,341 54,671,787 55,191,175 Diluted 44,632,365 48,221,341 54,671,787 55,191,175 |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2019 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II GTT COMMUNICATIONS INC. VALUATION AND QUALIFYING ACCOUNTS (IN MILLIONS) Allowance for Doubtful Accounts Year Balance at Beginning of Year Charged to Cost and Expenses Deductions Other Balance at End of Year 2017 $ 2.7 $ 15.1 $ (12.8 ) $ 0.1 $ 5.1 2018 $ 5.1 $ 13.7 $ (7.7 ) $ — $ 11.1 2019 $ 11.1 $ 13.2 $ (10.0 ) $ — $ 14.3 Deferred Tax Asset Valuation Allowance Year Balance at Beginning of Year Charged to Cost and Expenses Deductions Other Balance at End of Year 2017 $ 0.3 $ 29.0 $ — $ 9.9 $ 39.2 2018 $ 39.2 $ 34.1 $ — $ 89.6 $ 162.9 2019 $ 162.9 $ 17.3 $ — $ 31.2 $ 211.4 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation of Consolidated Financial Statements | Changes in Basis of Presentation and Accounting Certain prior period amounts have been reclassified for consistency with the current year period presentation. Each of the reclassifications was immaterial and had no effect on the Company's results of operations. Basis of Presentation of Consolidated Financial Statements and Use of Estimates The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates are used when establishing allowances for doubtful accounts, accruals for billing disputes and exit activities, determining useful lives for depreciation and amortization, assessing the need for impairment charges (including those related to intangible assets and goodwill), determining the fair values of assets acquired and liabilities assumed in business combinations, assessing the fair value of derivative financial instruments, accounting for income taxes and related valuation allowances against deferred tax assets, and estimating the grant date fair values used to compute the share-based compensation expense. Management evaluates these estimates and judgments on an ongoing basis and makes estimates based on historical experience, current conditions, and various other assumptions that are believed to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities as well as identifying and assessing the accounting treatment with respect to commitments and contingencies. Actual results may differ from these estimates under different assumptions or conditions. |
Segment Reporting | Segment Reporting The Company reports operating results and financial data in one operating and reportable segment. The Company's Chief Executive Officer is the chief operating decision maker and manages the Company as a single profit center in order to promote collaboration, provide comprehensive service offerings across its entire client base, and provide incentives to employees based on the success of the organization as a whole. Although certain information regarding selected products or services is discussed for purposes of promoting an understanding of the Company's complex business, the chief operating decision maker manages the Company and allocates resources at the consolidated level. |
Revenue Recognition | Revenue Recognition The Company's revenue is derived primarily from telecommunications services, which includes both revenue from contracts with customers and lease revenues. Lease revenue services include dark fiber, duct, and colocation services. All other services are considered revenue from contracts with customers. Revenue from contracts with customers is recognized when services are provided to the customer, in an amount that reflects the consideration the Company expects to receive in exchange for those services. Lease revenue represents an arrangement where the customer has the right to use an identified asset for a specified term and such revenue is recognized over the term the customer is given exclusive access to the asset. The Company's comprehensive portfolio of cloud networking services includes: wide area networking; internet; transport; infrastructure; unified communication; managed network; and advanced solutions. The Company's services are provided under contracts that typically include an installation or provisioning charge along with payments of recurring charges on a monthly basis for use of the services over a committed term. The Company's contracts with customers specify the terms and conditions for providing such services, including installation date, recurring and non-recurring fees, payment terms, and length of term. These contracts call for the Company to provide the service in question (e.g., data transmission between point A and point Z), to manage the activation process, and to provide ongoing support (in the form of service maintenance and trouble-shooting) during the service term. The contracts do not typically provide the customer any rights to use specifically identifiable assets. Furthermore, the contracts generally provide the Company with discretion to engineer (or re-engineer) a particular network solution to satisfy each customer’s data transmission requirement, and typically prohibit physical access by the customer to the network infrastructure used by the Company and its suppliers to deliver the services. Fees charged for ongoing services are generally fixed in price and billed on a recurring monthly basis (one month in advance) for a specified term. Fees may also be based on specific usage of the related services, or usage above a fixed threshold, which are billed monthly in arrears. The usage based fees represent variable consideration, however, the nature of the fees are such that the Company is not able to estimate these amounts with a high degree of certainty and therefore the usage based fees are excluded from the transaction price and are instead recognized as revenue based on actual usage charges billed using the rates and/or thresholds specified in each contract. At the end of the term, most contracts provide for a continuation of services on the same terms, either for a specified renewal period (e.g., one year) or on a month-to-month basis. Revenue is generally recognized over time for these contracts as the customers simultaneously receive and consume the benefit of the service as the Company performs. Fees may also be billed for early terminations based on contractually stated amounts. The early termination fees represent variable consideration. The Company estimates the amount of variable consideration it expects to be entitled to receive for such arrangements using the expected value method. The Company does not disclose information about remaining performance obligations that have original expected durations of one year or less. Primary geographical market. The Company’s operations are located primarily in the United States and Europe. The nature and timing of revenue from contracts with customers across geographic markets is similar. The following table presents the Company's revenue from contracts with customers disaggregated by primary geographic market based on legal entities (in millions): Year Ended December 31, 2019 2018 Primary geographic market: United States $ 779.7 $ 785.4 Europe 745.9 598.7 Other 42.6 46.2 Total revenue from contracts with customers 1,568.2 1,430.3 Lease revenue 159.6 60.5 Total telecommunications services revenue $ 1,727.8 $ 1,490.8 Contracts with multiple performance obligations. The majority of the Company’s contracts with customers have a single performance obligation - telecommunication services. The related installation services are generally considered not material within the context of the contract and the Company does not recognize these immaterial promised services as a separate performance obligation. Certain contracts with customers may include multiple performance obligations, specifically when the Company sells its connectivity services in addition to customer premise equipment ("CPE"). For such arrangements, revenue is allocated to each performance obligation based on its relative standalone selling price. The standalone selling price for each performance obligation is based on observable prices charged to customers in similar transactions or using expected cost-plus margin. The Company applies permitted practical expedients to its revenue recognition. The Company does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Prepaid Capacity Sales and Indefeasible Right to Us e. The Company sells capacity on a long-term basis, where a certain portion of the contracted revenue is prepaid upon acceptance of the service by the customer. This prepaid amount is initially recorded as deferred revenue and amortized ratably over the term of the contract. Certain of these prepaid capacity sales are in the form of Indefeasible Rights to Use ("IRUs"), where the customer has the right to use the capacity of the fiber optic cable for a specified term. The Company records revenues from these prepaid leases of fiber optic cable IRUs over the term that the customer is given exclusive access to the assets. Universal Service Fund ("USF"), Gross Receipts Taxes and Other Surcharges. The Company is liable in certain cases for collecting regulatory fees and/or certain sales taxes from its customers and remitting the fees and taxes to the applicable governing authorities. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Conversely, USF contributions are assessed to the Company by and paid to the Universal Service Administration Company ("USAC") and are based on the Company’s interstate and inter-nation end-user revenues. The Company may assess its customers a separate fee to recoup its USF expense. These fees are included in telecommunications services revenue and costs of telecommunications services. USF fees and other surcharges billed to customers and recorded on a gross basis (as service telecommunications services revenue and cost of telecommunications services) were $25.2 million , $23.4 million , and $17.5 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. Contract balances. Contract assets consist of conditional or unconditional rights to consideration. Accounts receivable represent amounts billed to customers where the Company has an enforceable right to payment for performance completed to date (i.e., unconditional rights to consideration). The Company does not have contract assets that represent conditional rights to consideration. The Company’s accounts receivable balance at December 31, 2019 and 2018 includes $145.9 million and $157.6 million , respectively, related to contracts with customers. There were no other contract assets as of December 31, 2019 or 2018 . Contract liabilities are generally limited to deferred revenue. Deferred revenue is a contract liability, representing advance consideration received from customers primarily related to the pre-paid capacity sales noted above, where transfer of control occurs over time, and therefore revenue is recognized over the related contractual service period. The Company's contract liabilities were $76.0 million and $75.7 million as of December 31, 2019 and 2018 , respectively. The change in contract liabilities during the year ended December 31, 2019 included $24.8 million for revenue recognized that was included in the contract liability balance as of January 1, 2019 and $25.9 million for new contract liabilities net of amounts recognized as revenue during the period. The following table includes estimated revenue from contracts with customers expected to be recognized for each of the years subsequent to December 31, 2019 related to performance obligations that are unsatisfied (or partially unsatisfied) at December 31, 2019 and have an original expected duration of greater than one year (amounts in millions): 2020 $ 16.7 2021 13.8 2022 13.1 2023 11.4 2024 6.6 2025 and beyond 14.4 $ 76.0 For a table of estimated revenue to be recognized for consolidated deferred revenue for each of the years subsequent to December 31, 2019 refer to Note 8 - Deferred revenue. Deferred costs to obtain a contract. The Company defers sales commissions earned by its sales force when they are considered to be incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and then amortized over a period of benefit which is determined by taking into consideration the Company's customer contracts and other factors. Amortization of sales commissions expense is included in selling, general and administrative expenses. Installation costs related to provisioning of communications services that the Company incurs from third-party suppliers, directly attributable and necessary to fulfill particular service contracts, and which costs would not have been incurred but for the occurrence of that service contract, are recorded as deferred contract costs and expensed ratably over the contractual term of service in the same manner as the deferred revenue arising from that contract. Based on historical experience, the Company believes the initial contractual term is the best estimate for the period of earnings. Deferred sales commissions were $23.0 million and $11.3 million as of December 31, 2019 and 2018 , respectively. There were no other significant amounts of assets recorded related to contract costs as of December 31, 2019 or 2018 . Cost of Telecommunications Services Cost of telecommunications services includes direct costs incurred in accessing other telecommunications providers’ networks in order to maintain the Company's Tier 1 IP network and provide telecommunication services to the Company's clients, including access, colocation, usage-based charges, and certain excise taxes and surcharges recorded on a gross basis. |
Lessee | Lessee Lease contracts from a lessee perspective are classified as either operating or finance. Operating leases are included in Operating lease right of use assets, Operating lease liabilities, and Operating lease liabilities, long-term portion. Finance leases are included in Property and equipment, net, Finance lease liabilities, and Finance lease liabilities, long-term portion. For operating leases, the Company recognizes a lease liability equal to the present value of the remaining lease payments, and a right of use asset equal to the lease liability, subject to certain adjustments. The Company uses its incremental borrowing rate for leases which do not have a readily determinable implicit rate to determine the present value of the lease payments. The Company’s incremental borrowing rates are the rates of interest that it would have to borrow on a collateralized basis over a similar term in an amount equal to the lease payments in a similar economic environment. Operating leases result in a straight-line lease expense, while finance leases result in an accelerated expense pattern. The lease term at the lease commencement date is determined based on the non-cancellable period for which the Company has the right to use the underlying asset, together with any periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option. The Company considers a number of factors when evaluating whether the options in its lease contracts are reasonably certain of exercise, such as length of time before option exercise, expected value of the leased asset at the end of the initial lease term, importance of the lease to overall operations, costs to negotiate a new lease, and any contractual or economic penalties. |
Lessor | Lessor Lease contracts from a lessor perspective are classified as either sales-type, direct financing, or operating. Lessor arrangements include dark fiber, duct, and colocation services. The arrangements are operating leases that can also include non-lease components such as operations and maintenance or power services. For its dark fiber and duct arrangements, the Company accounts for lease and non-lease components separately. Revenue attributable to the lease components in these arrangements is recognized on a straight-line basis over the term of the lease while revenue attributable to non-lease components is accounted for in accordance with other applicable GAAP. The Company has elected not to separate the accounting for non-lease components from lease components in its accounting for colocation arrangements. |
Marketing and Advertising Costs | Marketing and Advertising Costs |
Share-Based Compensation | Share-Based Compensation The Company issues three types of equity grants under its share-based compensation plan: time-based restricted stock, time-based stock options, and performance-based restricted stock. The time-based restricted stock and stock options generally vest over a four -year period, contingent upon meeting the requisite service period requirement. Performance awards typically vest over a shorter period, e.g. one to two years, starting when the performance criteria established in the grant have been met. The share price of the Company's common stock as reported on the New York Stock Exchange ("NYSE") on the date of grant is used as the fair value for all restricted stock. The Company uses the Black-Scholes option-pricing model to determine the estimated fair value for stock options. Critical inputs into the Black-Scholes option-pricing model include the following: option exercise price, fair value of the stock price, expected life of the option, annualized volatility of the stock, annual rate of quarterly dividends on the stock, and risk-free interest rate. Implied volatility is calculated as of each grant date based on our historical stock price volatility along with an assessment of a peer group. Other than the expected life of the option, volatility is the most sensitive input to our option grants. The risk-free interest rate used in the Black-Scholes option-pricing model is determined by referencing the U.S. Treasury yield curve rates with the remaining term equal to the expected life assumed at the date of grant. Forfeitures are estimated based on our historical analysis of attrition levels. Forfeiture estimates are updated quarterly for actual forfeitures. The share-based compensation expense for time-based restricted stock and stock options is recognized on a straight-line basis over the vesting period. The Company begins recognizing share-based compensation expense for performance awards when the Company considers the achievement of the performance criteria to be probable through the expected vesting period. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method pursuant to GAAP. Under this method, deferred tax assets and liabilities are recognized for the expected future impacts attributable to the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period of the change. Further, deferred tax assets are recognized for the expected realization of available net operating loss and tax credit carryforwards. A valuation allowance is recorded on gross deferred tax assets when it is "more likely than not" that such asset will not be realized. When evaluating the realizability of deferred tax assets, all evidence, both positive and negative, is evaluated. Items considered in this analysis include the ability to carry back losses, the reversal of temporary differences, tax planning strategies, and expectations of future earnings. The Company reviews its deferred tax assets on a quarterly basis to determine if a valuation allowance is required based upon these factors. Changes in the Company's assessment of the need for a valuation allowance could give rise to a change in such allowance, potentially resulting in additional expense or benefit in the period of change. The Company's income tax provision includes U.S. federal, state, local, and foreign income taxes and is based on pre-tax income or loss. In determining the annual effective income tax rate, the Company analyzes various factors, including its annual earnings and taxing jurisdictions in which the earnings were generated, transfer pricing methods, the impact of state and local income taxes, and its ability to use tax credits and net operating loss carryforwards. Under GAAP, the amount of tax benefit to be recognized is the amount of benefit that is "more likely than not" to be sustained upon examination. The Company analyzes its tax filing positions in all of the U.S. federal, state, local, and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, the Company determines that uncertainties in tax positions exist, a liability is established in the consolidated financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax positions in the provision for income taxes. |
Comprehensive Loss | Comprehensive Loss In addition to net loss, comprehensive loss includes charges or credits to equity occurring other than as a result of transactions with stockholders. For the Company, this consists of foreign currency translation adjustments. |
Loss Per Share | Loss Per Share Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per share reflects, in periods with earnings and in which they have a dilutive effect, the effect of common shares issuable upon exercise of stock options and warrants. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents may include deposits with financial institutions as well as short-term money market instruments, certificates of deposit and debt instruments with maturities of three months or less when purchased. The Company invests its cash and cash equivalents and short-term investments in accordance with the terms and conditions of its 2018 Credit Agreement (as defined in Note 9 - Debt), which seeks to ensure both liquidity and safety of principal. The Company’s policy limits investments to instruments issued by the U.S. government and commercial institutions with strong investment grade credit ratings, and places restrictions on the length of maturity. As of December 31, 2019 , the Company held no investments in auction rate securities, collateralized debt obligations, structured investment vehicles, or non-government guaranteed mortgage-backed securities. |
Restricted Cash and Cash Equivalents | Restricted Cash and Cash Equivalents The Company had no restricted cash and cash equivalents as of December 31, 2019 , 2018 , and 2017 . |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable balances are stated at amounts due from the client net of an allowance for doubtful accounts. Credit extended is based on an evaluation of the client’s financial condition and is granted to qualified clients on an unsecured basis. The Company, pursuant to its standard service contracts, is entitled to impose a finance charge of a certain percentage per month with respect to all amounts that are past due. The Company’s standard terms require payment within 30 days of the date of the invoice. The Company treats invoices as past due when they remain unpaid, in whole or in part, beyond the payment date set forth in the applicable service contract. |
Property and Equipment | The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If the carrying amount of an asset were to exceed its estimated future undiscounted cash flows, the asset would be considered to be impaired. Impairment losses would then be measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of, if any, are reported at the lower of the carrying amount or fair value less costs to sell. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation on these assets is computed on a straight-line basis over the estimated useful lives of the assets. Assets are recorded at acquired cost. Costs associated with the initial client installations and upgrade of services and acquiring and deploying customer premise equipment, including materials, internal labor costs, and related indirect labor costs are also capitalized. Indirect and overhead costs include payroll taxes, insurance, and other benefits. Capitalized labor costs include the direct costs of engineers and service delivery technicians involved in the installation and upgrades of services, and the costs of support personnel directly involved in capitalizable activities, such as project managers and supervisors. Internal labor costs are based on standards developed by position for the percentage of time spent on capitalizable projects while overhead costs are capitalized based on standards developed from historical information. Costs for repairs and maintenance, disconnecting service, or reconnecting service are expensed as incurred. The Company capitalized labor costs, including indirect and overhead costs, of $16.1 million , $14.9 million , and $5.6 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. Assets and liabilities under finance leases are recorded at the lesser of the present value of the aggregate future minimum lease payments or the fair value of the assets under lease. Leasehold improvements and assets under finance leases are amortized over the shorter of the term of the lease, excluding optional extensions, or the useful life. Expenditures for maintenance and repairs are expensed as incurred. Depreciable lives used by the Company for its classes of assets are as follows: |
Software Capitalization | Software Capitalization |
Goodwill | Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. Goodwill is reviewed for impairment at least annually, in October, or more frequently if a triggering event occurs between impairment testing dates. The Company operates as a single operating segment and as a single reporting unit for the purpose of evaluating goodwill impairment. The Company's impairment assessment begins with a qualitative assessment to determine whether it is more likely than not that fair value of the reporting unit is less than its carrying value. The qualitative assessment includes comparing the overall financial performance of the Company against the planned results used in the last quantitative goodwill impairment test. Additionally, the Company's fair value is assessed in light of certain events and circumstances, including macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity and Company specific events. The selection and assessment of qualitative factors used to determine whether it is more likely than not that the fair value of a reporting unit exceeds the carrying value involves significant judgment and estimates. If it is determined under the qualitative assessment that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then a quantitative impairment test is performed. Under the quantitative impairment test, the estimated fair value of the reporting unit would be compared with its carrying value (including goodwill). If the fair value of the reporting unit exceeds its carrying value then no impairment exists. If the estimated fair value of the reporting unit is less than its carrying value, an impairment loss would be recognized for the excess of the carrying value of the reporting unit over the fair value, not to exceed the carrying amount of goodwill. |
Intangible Assets | Intangible assets arising from business combinations, such as acquired client contracts and relationships (collectively "customer relationships"), trade names, and/or intellectual property, are initially recorded at fair value. |
Business Combinations and Asset Purchases | Business Combinations The Company includes the results of operations of the businesses that it acquires commencing on the respective dates of acquisition. The Company allocates the fair value of the purchase price of its acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. Asset Purchases |
Disputed Supplier Expenses | Disputed Supplier Expenses |
Acquisition Holdbacks | Acquisition Holdbacks Acquisition holdbacks represent fixed deferred consideration to be paid out at some point in the future, typically on the one-year anniversary of an acquisition or asset purchase. The portion of the deferred consideration due within one year is recorded as a current liability until paid, and any consideration due beyond one year is recorded in other long-term liabilities. The Company had no acquisition holdbacks as of December 31, 2019 . As of December 31, 2018 , acquisition holdbacks were included within accrued expenses and other current liabilities within the consolidated balance sheets. |
Debt Issuance Costs and Original Issuance Discounts and Premiums | Debt Issuance Costs Debt issuance costs represent costs that qualify for deferral associated with the issuance of new debt or the modification of existing debt facilities. The unamortized balance of debt issuance costs is presented as a reduction to the carrying value of long-term debt. Debt issuance costs are amortized and recognized on the consolidated statements of operations as interest expense. The unamortized debt issuance costs were $28.0 million and $31.6 million as of December 31, 2019 and 2018 , respectively. Original Issuance Discounts and Premiums |
Translation of Foreign Currencies | Translation of Foreign Currencies For non-U.S. subsidiaries, the functional currency is evaluated at the time of the Company's acquisition of such subsidiaries and on a periodic basis for financial reporting purposes. These consolidated financial statements have been reported in U.S. Dollars by translating asset and liability amounts of foreign subsidiaries at the closing currency exchange rate, equity amounts at historical rates, and the results of operations and cash flows at the average currency exchange rate prevailing during the periods reported. The net effect of such translation gains and losses is reflected in accumulated other comprehensive loss in the stockholders' equity section of the consolidated balance sheets. Transactions denominated in foreign currencies other than a subsidiary's functional currency are recorded at the rates of exchange prevailing at the time of the transaction. Monetary assets and liabilities denominated in foreign currencies are remeasured at the rate of exchange prevailing at the balance sheet date. Exchange differences arising upon settlement of a transaction are reported in the consolidated statements of operations in other expense, net. |
Derivative Financial Instruments | Derivative Financial Instruments The Company may use derivatives to partially offset its business exposure to foreign currency or interest rate risk on expected future cash flows. There can be no assurance the hedges will offset more than a portion of the financial impact resulting from movements in foreign currency exchange or interest rates. The Company does not hold derivatives for trading or speculative purposes. The Company's use of derivative financial instruments exposes it to credit risk to the extent that the counterparties may be unable to meet the terms of the agreements. The Company mitigates such risk on these transactions by limiting its counterparties to major, creditworthy financial institutions. The Company records the fair value of its derivative financial instruments in the consolidated balance sheet as a component of prepaid expenses and other current assets when in a net asset position and as a component of accrued expenses and other current liabilities when in a net liability position. Derivatives that are not designated as hedging instruments are adjusted to fair value through earnings on the consolidated statement of operations as other expense, net. As of December 31, 2019 and 2018 , the Company had derivative financial instruments in the form of interest rate swaps outstanding. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. The Company classifies certain assets and liabilities based on the following hierarchy of fair value: Level 1: Quoted prices for identical assets or liabilities in active markets that can be assessed at the measurement date. Level 2: 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: Inputs reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument's valuation. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, management considers the principal or most advantageous market in which it would transact and considers risks, restrictions, or other assumptions that market participants would use when pricing the asset or liability. Recurring Fair Value Measurements In accordance with GAAP, certain assets and liabilities are required to be recorded at fair value on a recurring basis. For the Company, the only assets or liabilities adjusted to fair value on a recurring basis are its derivative financial instruments. The Company measures all derivatives at fair value and recognizes them as either assets or liabilities in its consolidated balance sheets. The Company's derivative financial instruments are valued primarily using models based on readily observable market parameters for all substantial terms of derivative contracts and, therefore, have been classified as Level 2. None of the Company's derivative financial instruments qualify for hedge accounting and, therefore, all changes in the fair values of derivative instruments are recognized in earnings in the current period. |
Concentrations of Credit Risk | C oncentrations of Credit Risk Financial instruments potentially subject to concentration of credit risk consist primarily of cash and cash equivalents, restricted cash and cash equivalents, and trade accounts receivable. At times during the periods presented, the Company had funds in excess of $250,000 insured by the U.S. Federal Deposit Insurance Corporation, or in excess of similar Deposit Insurance programs outside of the United States, on deposit at various financial institutions. Management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. The Company's trade accounts receivable are unsecured and geographically dispersed. No single client's trade accounts receivable balance as of December 31, 2019 and 2018 exceeded 10% |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , and subsequent amendment to the initial guidance, ASU 2018-19, in November 2018. The updated guidance introduces a new forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables. The updated guidance is to be applied using a modified retrospective transition approach and is effective for annual and interim reporting periods beginning after December 15, 2019, and early adoption is permitted. The Company is currently assessing the impact the updated guidance will have on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement , which modifies the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. The guidance will be effective for the Company's interim and annual reporting periods beginning after December 15, 2019, and early adoption is permitted. The removed and modified disclosures will be adopted on a retrospective basis and the new disclosures will be adopted on a prospective basis. The Company does not anticipate the updated guidance will have a material impact on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 840): Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and also improves consistent application of Topic 740 by clarifying and amending existing guidance. The guidance will be effective for the Company's interim and annual reporting periods beginning after December 15, 2020, and early adoption is permitted. The Company does not anticipate the updated guidance will have a material impact on its consolidated financial statements. Other recent accounting pronouncements issued by the FASB during 2019 and through the filing date did not and are not believed by management to have a material impact on the Company's present or historical consolidated financial statements. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents the Company's revenue from contracts with customers disaggregated by primary geographic market based on legal entities (in millions): Year Ended December 31, 2019 2018 Primary geographic market: United States $ 779.7 $ 785.4 Europe 745.9 598.7 Other 42.6 46.2 Total revenue from contracts with customers 1,568.2 1,430.3 Lease revenue 159.6 60.5 Total telecommunications services revenue $ 1,727.8 $ 1,490.8 |
Schedule of Deferred Revenue | The following table includes estimated revenue from contracts with customers expected to be recognized for each of the years subsequent to December 31, 2019 related to performance obligations that are unsatisfied (or partially unsatisfied) at December 31, 2019 and have an original expected duration of greater than one year (amounts in millions): 2020 $ 16.7 2021 13.8 2022 13.1 2023 11.4 2024 6.6 2025 and beyond 14.4 $ 76.0 Remaining amortization at December 31, 2019 and in each of the years subsequent to December 31, 2019 is as follows (amounts in millions): Contract Term Less than 1 Year Greater than 1 Year Total 2020 $ 22.5 $ 44.5 $ 67.0 2021 — 38.9 38.9 2022 — 36.8 36.8 2023 — 35.0 35.0 2024 — 28.0 28.0 2025 and beyond — 127.8 127.8 $ 22.5 $ 311.0 $ 333.5 Significant changes in deferred revenue balances during the years ended December 31, 2019 and 2018 are as follows (amounts in millions): Contract Term Less than 1 Year Greater than 1 Year Total Balance, December 31, 2017 $ 18.6 $ 130.3 $ 148.9 Revenue recognized from beginning balance (18.6 ) (21.7 ) (40.3 ) Increase in deferred revenue, net 28.9 15.9 44.8 Business combinations (gross) 0.4 242.6 243.0 Revenue recognized from business combinations (0.4 ) (18.3 ) (18.7 ) Foreign currency translation adjustments (0.2 ) (6.3 ) (6.5 ) Balance, December 31, 2018 28.7 342.5 371.2 Revenue recognized from beginning balance (28.8 ) (53.5 ) (82.3 ) Increase in deferred revenue, net 21.7 26.4 48.1 Business combinations (gross) — 1.2 1.2 Revenue recognized from business combinations — — — Foreign currency translation adjustments 0.9 (5.6 ) (4.7 ) Balance, December 31, 2019 $ 22.5 $ 311.0 $ 333.5 |
Schedule of Earnings Per Share, Basic and Diluted | The table below details the calculations of loss per share (in millions, except for share and per share amounts): Year Ended December 31, 2019 2018 2017 Numerator for basic and diluted EPS – net loss available to common stockholders $ (105.9 ) $ (243.4 ) $ (71.5 ) Denominator for basic EPS – weighted average shares 56,265,166 50,718,279 41,912,952 Effect of dilutive securities — — — Denominator for diluted EPS – weighted average shares 56,265,166 50,718,279 41,912,952 Loss per share: Basic $ (1.88 ) $ (4.80 ) $ (1.71 ) Diluted $ (1.88 ) $ (4.80 ) $ (1.71 ) |
Schedule of Property Plant And Equipment Estimated Useful Life | Depreciable lives used by the Company for its classes of assets are as follows: Freehold buildings 30 years Furniture and fixtures 7 years Fiber optic cable 20 years Duct 40 years Fiber optic network equipment 3 - 15 years Leasehold improvements up to 10 years Computer hardware and software 3-5 years |
BUSINESS ACQUISITIONS (Tables)
BUSINESS ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The table below reflects the Company's estimates of the acquisition date fair values of the purchase consideration, assets acquired, and liabilities assumed for its material 2018 acquisition (amounts in millions): Interoute Purchase Price Cash paid at closing $ 2,239.3 Purchase consideration $ 2,239.3 Purchase Price Allocation Assets acquired: Cash $ 66.1 Accounts receivable 86.3 Prepaid expenses and other current assets 51.3 Property and equipment 1,435.9 Other assets 24.5 Intangible assets - customer lists 171.5 Intangible assets - tradename 2.1 Intangible assets - other 15.4 Deferred tax assets 35.9 Goodwill 1,040.6 Total assets acquired 2,929.6 Liabilities assumed: Accounts payable (75.5 ) Accrued expenses and other current liabilities (115.2 ) Capital leases (1) (42.4 ) Debt (27.7 ) Deferred revenue (242.7 ) Deferred tax liabilities (148.8 ) Other long-term liabilities (38.0 ) Total liabilities assumed (690.3 ) Net assets acquired $ 2,239.3 (1) Includes $38.8 million of assumed long-term building leases. The table below reflects the Company's estimates of the acquisition date fair values of the purchase consideration, assets acquired, and liabilities assumed for its material 2017 acquisitions (amounts in millions): Hibernia Global Capacity Purchase Price Cash paid at closing $ 529.6 $ 104.0 Common stock (1) 86.1 53.6 Purchase consideration $ 615.7 $ 157.6 Purchase Price Allocation Assets acquired: Current assets $ 42.6 $ 25.7 Property and equipment 432.5 34.4 Other assets 0.1 2.5 Intangible assets - customer lists 166.7 41.2 Intangible assets - tradename 0.7 — Intangible assets - other — 4.6 Goodwill 201.1 88.8 Total assets acquired 843.7 197.2 Liabilities assumed: Accounts payable Current liabilities (40.6 ) (24.1 ) Deferred revenue (163.3 ) (15.5 ) Deferred tax liabilities (24.1 ) — Total liabilities assumed (228.0 ) (39.6 ) Net assets acquired $ 615.7 $ 157.6 (1) Common stock fair value for Hibernia equals the closing share price on the acquisition date of $27.80 less a discount for lack of marketability. Common stock fair value for Global Capacity equals the closing share price on the acquisition date of $30.85 less a discount for lack of marketability. |
Business Acquisition, Pro Forma Information | The pro forma results presented below include the effects of the Company’s material 2018 acquisition as if the acquisition occurred on January 1, 2018 . The pro forma net loss for the year ended December 31, 2018 includes adjustments to revenue and cost of telecommunications services to eliminate inter-company activity, adjustments to deferred revenue and deferred cost from the acquired companies, and IFRS to US GAAP adjustments for Interoute. The pro forma adjustments are based on historically reported transactions by the acquired companies. The pro forma results do not include any anticipated synergies or other expected benefits of the acquisitions. The unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisitions been consummated as of January 1, 2018 (amounts in millions, except per share data). Year Ended December 31, 2018 Revenue $ 1,836.0 Net loss $ (91.1 ) Loss per share: Basic $ (1.80 ) Diluted $ (1.80 ) Denominator for basic EPS – weighted average shares 50,718,279 Denominator for diluted EPS – weighted average shares 50,718,279 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2019 and 2018 were as follows (amounts in millions): Goodwill - December 31, 2017 $ 644.5 Initial goodwill associated with 2018 business combinations 1,130.9 Adjustments to 2018 business combinations (37.9 ) Adjustments to 2017 business combinations 22.2 Foreign currency translation adjustments (21.7 ) Goodwill - December 31, 2018 1,738.0 Initial goodwill associated with 2019 business combinations 28.8 Adjustments to 2018 business combinations 47.8 Foreign currency translation adjustments (46.0 ) Goodwill - December 31, 2019 $ 1,768.6 |
Schedule of Finite-Lived Intangible Assets | The following tables summarize the Company’s intangible assets (amounts in millions): December 31, 2019 December 31, 2018 Amortization Gross Asset Cost Accumulated Amortization Net Book Value Gross Asset Cost Accumulated Amortization Net Book Value Customer lists 3-20 years $ 781.1 $ 313.7 $ 467.4 $ 757.7 $ 233.7 $ 524.0 Non-compete agreements 3-5 years 4.7 4.6 0.1 4.7 4.6 0.1 Intellectual property 10 years 38.3 15.4 22.9 38.6 11.3 27.3 Tradename 1-3 years 6.2 5.9 0.3 6.0 5.0 1.0 $ 830.3 $ 339.6 $ 490.7 $ 807.0 $ 254.6 $ 552.4 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated amortization expense related to intangible assets subject to amortization at December 31, 2019 in each of the years subsequent to December 31, 2019 is as follows (amounts in millions): Total 2020 $ 89.1 2021 84.6 2022 70.1 2023 56.7 2024 50.6 2025 and beyond 139.6 Total $ 490.7 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | The following table summarizes the Company’s property and equipment as of December 31, 2019 and 2018 (amounts in millions): December 31, 2019 2018 Land and freehold buildings $ 90.7 $ 14.1 Furniture and fixtures 6.7 6.4 Fiber optic cable 702.2 777.9 Duct 686.1 669.6 Fiber optic network equipment 613.9 582.9 Leasehold improvements 62.3 58.1 Computer hardware and software 41.6 66.2 Property and equipment, gross 2,203.5 2,175.2 Less accumulated depreciation (386.1 ) (304.8 ) Property and equipment, net $ 1,817.4 $ 1,870.4 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | The following table summarizes the Company’s prepaid expenses and other current assets as of December 31, 2019 and 2018 (amounts in millions): December 31, 2019 2018 Prepaid cost of telecommunications services $ 11.8 $ 18.9 Prepaid selling, general and administrative 13.1 14.7 Short-term deposits 0.3 1.3 Taxes receivable — 2.5 Deferred commissions 9.8 3.4 Receivable from supplier 10.7 — Other 4.7 8.4 $ 50.4 $ 49.2 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | The following table summarizes the Company’s accrued expenses and other current liabilities as of December 31, 2019 and 2018 (amounts in millions): December 31, 2019 2018 Compensation and benefits $ 24.4 $ 36.9 Cost of telecommunications services 105.3 101.1 Restructuring, current portion 6.4 25.8 Interest rate swaps 53.5 22.4 Interest 0.4 3.2 Acquisition holdbacks — 6.7 Taxes payable 28.3 2.8 Selling, general and administrative 18.1 8.3 Capital expenditures 0.2 7.7 Other 4.2 11.9 $ 240.8 $ 226.8 |
DEFERRED REVENUE (Tables)
DEFERRED REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Deferred Revenue | The following table includes estimated revenue from contracts with customers expected to be recognized for each of the years subsequent to December 31, 2019 related to performance obligations that are unsatisfied (or partially unsatisfied) at December 31, 2019 and have an original expected duration of greater than one year (amounts in millions): 2020 $ 16.7 2021 13.8 2022 13.1 2023 11.4 2024 6.6 2025 and beyond 14.4 $ 76.0 Remaining amortization at December 31, 2019 and in each of the years subsequent to December 31, 2019 is as follows (amounts in millions): Contract Term Less than 1 Year Greater than 1 Year Total 2020 $ 22.5 $ 44.5 $ 67.0 2021 — 38.9 38.9 2022 — 36.8 36.8 2023 — 35.0 35.0 2024 — 28.0 28.0 2025 and beyond — 127.8 127.8 $ 22.5 $ 311.0 $ 333.5 Significant changes in deferred revenue balances during the years ended December 31, 2019 and 2018 are as follows (amounts in millions): Contract Term Less than 1 Year Greater than 1 Year Total Balance, December 31, 2017 $ 18.6 $ 130.3 $ 148.9 Revenue recognized from beginning balance (18.6 ) (21.7 ) (40.3 ) Increase in deferred revenue, net 28.9 15.9 44.8 Business combinations (gross) 0.4 242.6 243.0 Revenue recognized from business combinations (0.4 ) (18.3 ) (18.7 ) Foreign currency translation adjustments (0.2 ) (6.3 ) (6.5 ) Balance, December 31, 2018 28.7 342.5 371.2 Revenue recognized from beginning balance (28.8 ) (53.5 ) (82.3 ) Increase in deferred revenue, net 21.7 26.4 48.1 Business combinations (gross) — 1.2 1.2 Revenue recognized from business combinations — — — Foreign currency translation adjustments 0.9 (5.6 ) (4.7 ) Balance, December 31, 2019 $ 22.5 $ 311.0 $ 333.5 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table summarizes the original issuance (discount) and premium activity for the years ended December 31, 2019 and 2018 (amounts in millions): US Term Loan EMEA Term Loan 7.875% Senior Unsecured Notes Total Balance, December 31, 2017 $ (6.5 ) $ — $ 15.8 $ 9.3 New Original Issuance Discount (8.9 ) (4.4 ) — (13.3 ) Fees paid to lenders (35.2 ) (19.4 ) — (54.6 ) Amortization 3.5 1.8 (1.8 ) 3.5 Loss on debt extinguishment 7.3 — — 7.3 Balance, December 31, 2018 (39.8 ) (22.0 ) 14.0 (47.8 ) Amortization 5.6 3.3 (1.9 ) 7.0 Balance, December 31, 2019 $ (34.2 ) $ (18.7 ) $ 12.1 $ (40.8 ) The following table summarizes the debt issuance costs activity for the years ended December 31, 2019 and 2018 (amounts in millions): US Term Loan EMEA Term Loan 7.875% Senior Unsecured Notes Revolving Line of Credit Total Balance, December 31, 2017 $ (14.7 ) $ — $ (16.1 ) $ (3.0 ) $ (33.8 ) Debt issuance costs incurred (4.7 ) (3.4 ) — (0.6 ) (8.7 ) Amortization 1.8 0.2 1.8 0.6 4.4 Loss on debt extinguishment 6.1 — — 0.4 6.5 Balance, December 31, 2018 (11.5 ) (3.2 ) (14.3 ) (2.6 ) (31.6 ) Debt issuance costs incurred — — — (1.2 ) (1.2 ) Amortization 1.6 0.5 2.0 0.7 4.8 Balance, December 31, 2019 $ (9.9 ) $ (2.7 ) $ (12.3 ) $ (3.1 ) $ (28.0 ) The unused and available amount of the Revolving Line of Credit Facility at December 31, 2019 was as follows (amounts in millions): Committed capacity $ 250.0 Borrowings outstanding (140.0 ) Letters of credit issued (10.9 ) Unused and available $ 99.1 Long-term debt is summarized as follows (amounts in millions): December 31, 2019 2018 US Term loan $ 1,743.5 $ 1,761.2 EMEA Term loan 828.8 857.6 7.875% Senior unsecured notes 575.0 575.0 Revolving line of credit 140.0 59.0 Other secured loans 4.3 18.1 Total debt obligations 3,291.6 3,270.9 Unamortized debt issuance costs (28.0 ) (31.6 ) Unamortized original issuance discount, net (40.8 ) (47.8 ) Carrying value of debt 3,222.8 3,191.5 Less current portion (30.2 ) (39.9 ) Long-term debt less current portion $ 3,192.6 $ 3,151.6 |
Debt Instrument Redemption | If triggered, the covenant, as amended, requires the Company to maintain a Consolidated Net Secured Leverage Ratio, on a Pro Forma Basis, below the maximum ratio specified as follows: Fiscal Quarter Ending Maximum Ratio December 31, 2019 6.50:1 March 31, 2020 6.50:1 June 30, 2020 6.50:1 September 30, 2020 6.25:1 December 31, 2020 6.25:1 March 31, 2021 5.50:1 June 30, 2021 5.00:1 September 30, 2021 5.00:1 December 31, 2021 4.50:1 March 31, 2022 4.50:1 June 30, 2022 and thereafter 4.25:1 |
Schedule of Derivative Instruments | In April and May 2018, the Company entered into the following interest rate swap arrangements to partially mitigate the variability of cash flows due to changes in the Eurodollar rate, specifically related to interest payments on our term loans under the 2018 Credit Agreement: Trade date April 6, 2018 May 17, 2018 May 17, 2018 May 17, 2018 Notional amount (in millions) $ 500.0 $ 200.0 $ 300.0 € 317.0 Term (years) 5 7 3 7 Effective date 4/30/2018 6/29/2018 6/29/2018 6/29/2018 Termination date 4/30/2023 5/31/2025 6/30/2021 5/31/2025 Fixed rate 2.6430 % 3.0370 % 2.8235 % 0.8900 % Floating rate 1-month LIBOR 1-month LIBOR 1-month LIBOR 1-month EURIBOR |
Schedule of Interest Rate Derivatives | The fair value of the interest rate swaps at December 31, 2019 and December 31, 2018 were as follows (in millions): Fair Value December 31, 2019 December 31, 2018 Derivative Instrument Aggregate Notional Amount Effective Date Maturity Date Asset Derivatives Liability Derivatives Asset Derivatives Liability Derivatives Interest rate swap $ 500.0 4/30/2018 4/30/2023 $ — $ (18.2 ) $ — $ (4.4 ) Interest rate swap $ 200.0 6/29/2018 5/31/2025 — (15.3 ) — (6.9 ) Interest rate swap $ 300.0 6/29/2018 6/30/2021 — (5.8 ) — (2.8 ) Interest rate swap € 317.0 6/29/2018 5/31/2025 — (14.2 ) — (8.3 ) $ — $ (53.5 ) $ — $ (22.4 ) |
Schedule of Maturities of Long-term Debt | The aggregate contractual maturities of long-term debt (excluding unamortized debt issuance costs and unamortized OID) were as follows as of December 31, 2019 (amounts in millions): Total debt 2020 $ 30.2 2021 26.4 2022 26.1 2023 166.1 2024 601.1 2025 and beyond 2,441.7 $ 3,291.6 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The components of (loss) income before income taxes for the years ended December 31, 2019 , 2018 , and 2017 were as follows (amounts in millions): Year Ended December 31, 2019 2018 2017 Domestic $ (118.3 ) $ (243.6 ) $ (87.1 ) Foreign 15.6 (5.3 ) 32.9 Total $ (102.7 ) $ (248.9 ) $ (54.2 ) |
Schedule of Components of Income Tax Expense (Benefit) | The components of the (benefit from) provision for income taxes for the years ended December 31, 2019 , 2018 , and 2017 were as follows (amounts in millions): Year Ended December 31, 2019 2018 2017 Current: Federal $ 0.7 $ — $ (0.5 ) State 0.2 0.2 — Foreign 19.4 1.4 7.3 Total current 20.3 1.6 6.8 Federal 0.7 (2.9 ) 8.0 State — (0.6 ) 0.4 Foreign (17.8 ) (3.6 ) 2.1 Total deferred (17.1 ) (7.1 ) 10.5 Income tax expense (benefit) $ 3.2 $ (5.5 ) $ 17.3 |
Schedule of Effective Income Tax Rate Reconciliation | The following is a reconciliation of the U.S. federal statutory income taxes to the amounts reported in the financial statements for the years ended December 31, 2019 , 2018 , and 2017 (amounts in millions): Year Ended December 31, 2019 2018 2017 Amount Effective Rate Amount Effective Rate Amount Effective Rate U.S. federal statutory income tax $ (21.6 ) 21.0 % $ (52.3 ) 21.0 % $ (19.0 ) 35.0 % Permanent items 0.3 (0.3 )% 0.2 (0.1 )% 1.2 (2.2 )% State taxes, net of federal benefit (3.1 ) 3.0 % (10.1 ) 4.1 % (3.0 ) 5.5 % Foreign tax rate differential 2.7 (2.6 )% (0.5 ) 0.2 % (9.3 ) 17.2 % Compensation related items 2.0 (1.9 )% (3.3 ) 1.3 % (5.1 ) 9.4 % Change in valuation allowance 17.3 (16.8 )% 59.0 (23.7 )% 29.0 (53.5 )% Unrecognized tax positions — — % 6.2 (2.5 )% 2.8 (5.2 )% Prior year true-ups 5.6 (5.4 )% 6.8 (2.7 )% 3.4 (6.3 )% Tax Cuts and Jobs Act — — % (11.5 ) 4.6 % 17.3 (31.9 )% Total income tax provision (benefit) $ 3.2 (3.0 )% $ (5.5 ) 2.2 % $ 17.3 (32.0 )% |
Schedule of Deferred Tax Assets and Liabilities | The components of the Company's deferred tax assets and liabilities as of December 31, 2019 and 2018 are as follows (amounts in millions): December 31, 2019 2018 Deferred tax assets: Tax loss and credit carryforwards $ 276.0 $ 275.3 Business interest expense carryforward 62.9 30.9 Reserves and allowances 1.4 3.9 Share-based compensation 5.8 5.1 Other — — Total deferred tax assets before valuation allowance 346.1 315.2 Less: Valuation allowance (211.4 ) (162.9 ) Total deferred tax assets 134.7 152.3 Deferred tax liabilities: Intangible assets and goodwill (54.7 ) (66.4 ) Property and equipment (216.5 ) (219.7 ) Other — (3.6 ) Total deferred tax liabilities (271.2 ) (289.7 ) Net deferred tax liabilities (1) $ (136.5 ) $ (137.4 ) (1) The 2019 and 2018 net deferred tax liability is reflected on the consolidated balance sheets as a deferred tax liability of $171.3 million and $176.2 million, respectively, partially offset by a deferred tax asset of $34.8 million and $38.8 million, respectively, included as a component of Other long-term assets on the consolidated balance sheets. |
Schedule of Unrecognized Tax Benefits Roll Forward | Changes in unrecognized tax benefits are set forth below (amounts in millions): 2019 2018 2017 Balance, January 1 $ 6.2 $ 1.5 $ — Changes for tax positions of prior years — — 2.8 Increases for tax positions related to the current year — 6.2 — Settlements and lapsing of statutes of limitations — (1.5 ) (1.3 ) Balance, December 31 $ 6.2 $ 6.2 $ 1.5 |
SEVERANCE, RESTRUCTURING, AND_2
SEVERANCE, RESTRUCTURING, AND OTHER EXIT COSTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Related Costs | The exit costs recorded and paid are summarized as follows for the year ended December 31, 2019 (amounts in millions): Balance, December 31, 2018 Charges Payments Foreign Currency Translation Adjustments Balance, Employee termination benefits $ 7.4 $ 6.2 $ (12.1 ) $ 1.2 $ 2.7 Lease terminations 9.3 5.0 (5.7 ) (1.0 ) 7.6 Other contract terminations 9.1 1.8 (7.5 ) 0.2 3.6 $ 25.8 $ 13.0 $ (25.3 ) $ 0.4 $ 13.9 The exit costs recorded and paid are summarized as follows for the year ended December 31, 2018 (amounts in millions): Balance, December 31, 2017 Charges Acquired Costs Payments Foreign Currency Translation Adjustments Balance, December 31, 2018 Employee termination benefits $ 5.5 $ 19.2 $ 6.0 $ (23.2 ) $ (0.1 ) $ 7.4 Lease terminations 2.4 2.6 7.8 (3.5 ) — 9.3 Other contract terminations 1.8 15.3 — (8.0 ) — 9.1 $ 9.7 $ 37.1 $ 13.8 $ (34.7 ) $ (0.1 ) $ 25.8 The exit costs recorded and paid are summarized as follows for the year ended December 31, 2017 (amounts in millions): Balance, January 1, 2017 Charges Payments Balance, December 31, 2017 Employee termination benefits $ — $ 16.6 $ (11.1 ) $ 5.5 Lease terminations 0.9 3.5 (2.0 ) 2.4 Other contract terminations 2.3 2.3 (2.8 ) 1.8 $ 3.2 $ 22.4 $ (15.9 ) $ 9.7 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | The following table summarizes the share-based compensation expense recognized as a selling, general and administrative expense in the consolidated statements of operations (amounts in millions): Year Ended December 31, 2019 2018 2017 Time-based stock options $ 0.4 $ 1.1 $ 1.4 Restricted stock (1) 30.4 33.0 20.6 ESPP 0.4 0.3 0.2 Total $ 31.2 $ 34.4 $ 22.2 |
Schedule of Unrecognized Compensation Cost | The following table summarizes the unrecognized compensation cost and the weighted average period over which the cost is expected to be amortized (amounts in millions): December 31, 2019 Unrecognized Compensation Cost Weighted Average Remaining Period to be Recognized (Years) Time-based stock options $ 0.1 0.17 Time-based restricted stock 55.4 2.43 Performance-based restricted stock (1) 2.7 0.50 Total $ 58.2 2.34 (1) Excludes $25.2 million and $12.3 million of unrecognized compensation cost related to the 2018 Performance Awards and 2017 Performance Awards, respectively, as achievement of the performance criteria was not probable as of December 31, 2019 . |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes the time-based stock option activity: Options Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Balance, January 1, 2017 1,163,908 $ 10.84 $ 5.66 Granted — — — Exercised (438,338 ) 7.89 3.45 Forfeited or canceled (37,607 ) 16.44 7.82 Balance, December 31, 2017 687,963 12.40 6.85 Granted — — — Exercised (162,688 ) 10.12 5.26 Forfeited or canceled (5,989 ) 17.71 8.47 Balance, December 31, 2018 519,286 13.06 7.33 Granted — — — Exercised (86,770 ) 10.40 5.51 Forfeited or canceled (15,699 ) 14.19 7.40 Balance, December 31, 2019 416,817 $ 13.57 $ 7.71 4.84 $ — Exercisable 409,614 $ 13.59 $ 7.01 4.82 $ — |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | The following table summarizes our time-based restricted stock activity: Shares Weighted Unvested balance, January 1, 2017 1,048,970 $ 11.59 Granted 1,035,496 30.19 Forfeited (112,887 ) 22.27 Vested (728,228 ) 31.61 Unvested balance, December 31, 2017 1,243,351 14.39 Granted 944,009 46.42 Forfeited (196,920 ) 37.74 Vested (667,402 ) 42.99 Unvested balance, December 31, 2018 1,323,038 19.33 Granted 1,447,671 20.13 Forfeited (291,110 ) 35.91 Vested (702,291 ) 20.54 Unvested balance, December 31, 2019 1,777,308 $ 16.59 |
Schedule of Share-based Compensation, Performance-Based Restricted Stock Activity | The following table summarizes the performance-based restricted stock activity: Shares Weighted Unvested balance, January 1, 2017 928,436 $ 12.66 Granted 930,000 35.15 Forfeited — — Vested (48,436 ) 28.74 Unvested balance, December 31, 2017 1,810,000 23.79 Granted 905,500 33.59 Forfeited — — Vested (673,503 ) 43.44 Unvested balance, December 31, 2018 2,041,997 21.65 Granted 44,000 27.00 Forfeited (318,658 ) 36.08 Vested (280,404 ) 22.08 Unvested balance, December 31, 2019 1,486,935 $ 18.64 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Lease, Cost | The components of lease expense for the period were as follows (amounts in millions): Year Ended December 31, 2019 Operating lease expense $ 103.1 Finance lease expense: Amortization of right of use assets 2.2 Interest on lease liabilities 5.0 Total finance lease expense 7.2 Short-term lease expense 20.8 Variable lease expense 30.4 Total lease expense $ 161.5 Supplemental cash flow information related to leases for the period was as follows (amounts in millions): Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 109.8 Operating cash flows from finance leases 5.0 Financing cash flows from finance leases 1.3 Right of use assets obtained in exchange for new operating lease liabilities 20.9 Right of use assets obtained in exchange for new finance lease liabilities 1.3 Supplemental balance sheet information related to leases for the period was as follows: December 31, 2019 Weighted average remaining lease term (amounts in years) Operating leases 6.37 Finance leases 22.99 Weighted average discount rate Operating leases 5.6 % Finance leases 13.0 % |
Lessee, Operating Lease, Liability, Maturity | Maturities of lease liabilities were as follows (amounts in millions): Operating Leases Finance Leases 2020 $ 91.2 $ 5.5 2021 82.9 5.2 2022 64.4 5.2 2023 48.8 5.3 2024 34.7 5.3 2025 and beyond 94.8 112.0 Total lease payments 416.8 138.5 Less: Present value discount (69.0 ) (96.6 ) Present value of lease obligations $ 347.8 $ 41.9 |
Finance Lease, Liability, Maturity | Maturities of lease liabilities were as follows (amounts in millions): Operating Leases Finance Leases 2020 $ 91.2 $ 5.5 2021 82.9 5.2 2022 64.4 5.2 2023 48.8 5.3 2024 34.7 5.3 2025 and beyond 94.8 112.0 Total lease payments 416.8 138.5 Less: Present value discount (69.0 ) (96.6 ) Present value of lease obligations $ 347.8 $ 41.9 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value, by Balance Sheet Grouping | The following table presents the Company's financial assets and liabilities that are required to be measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of December 31, 2019 and 2018 . There were no transfers between Level 1 and Level 2 during the years ended December 31, 2019 and 2018 . December 31, 2019 Quoted Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs Total Level 1 Level 2 Level 3 Assets: Interest rate swap agreements $ — $ — $ — $ — Liabilities: Interest rate swap agreements $ (53.5 ) $ — $ (53.5 ) $ — December 31, 2018 Quoted Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs Total Level 1 Level 2 Level 3 Assets: Interest rate swap agreements $ — $ — $ — $ — Liabilities: Interest rate swap agreements $ (22.4 ) $ — $ (22.4 ) $ — |
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis | The table below presents the fair values for the Company's long-term debt as well as the input level used to determine these fair values as of December 31, 2019 and 2018 . The carrying amounts exclude any debt issuance costs or original issuance discount (amounts in millions): Fair Value Measurement Using Total Carrying Value in Consolidated Balance Sheet Unadjusted Quoted Prices in Active Markets for Identical Assets or Liabilities (1) (Level 1) December 31, 2019 December 31, 2018 December 31, 2019 December 31, 2018 Liabilities not recorded at fair value in the Financial Statements: Long-term debt, including the current portion: US Term loan $ 1,743.5 $ 1,761.2 $ 1,464.5 $ 1,648.9 EMEA Term loan 828.8 857.6 787.9 827.5 7.875% Senior unsecured notes 575.0 575.0 435.6 488.8 Revolving line of credit 140.0 59.0 140.0 59.0 Other secured loans 4.3 18.1 4.3 18.1 Total long-term debt, including current portion $ 3,291.6 $ 3,270.9 $ 2,832.3 $ 3,042.3 (1) Fair value based on the bid quoted price, except for the revolving line of credit and other secured loans for which carrying value approximates fair value. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity Schedule | Estimated annual commitments under contractual obligations, excluding those related to long-term debt and operating and finance leases, are as follows at December 31, 2019 (amounts in millions): Network Supply (1) Other (2) 2020 $ 485.9 $ 11.8 2021 320.0 6.4 2022 251.3 3.9 2023 28.2 2.9 2024 24.2 2.4 2025 and beyond 53.6 7.2 $ 1,163.2 $ 34.6 (1) Excludes contracts where the initial term has expired and currently in month-to-month status. (2) Primarily consists of vendor contracts associated with network monitoring and maintenance services. |
FOREIGN OPERATIONS (Tables)
FOREIGN OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Foreign Operations [Abstract] | |
Schedule Of Revenue From External Customers And Long Lived Assets By Entity Wide Foreign Operations | The Company’s operations are located primarily in the United States and Europe. The following geographic area data is based upon the location of the legal entity reporting the revenue or long-lived assets (amounts in millions): Revenues Long-lived Assets (1) Year Ended December 31, December 31, 2019 2018 2017 2019 2018 United States $ 789.1 $ 785.4 $ 627.6 $ 740.5 $ 788.2 Europe 895.9 659.2 186.2 3,255 3,290.1 Other 42.8 46.2 14.1 81.2 82.5 Total $ 1,727.8 $ 1,490.8 $ 827.9 $ 4,076.7 $ 4,160.8 |
QUARTERLY RESULTS OF OPERATIO_2
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The following tables are unaudited consolidated quarterly results of operations for the years ended December 31, 2019 and 2018 (amounts in millions, except per share data). The financial information presented should be read in conjunction with other information included in the Company's consolidated financial statements. Quarters Ended March 31, 2019 June 30, 2019 September 30, 2019 December 31, 2019 Revenue: Telecommunications services $ 450.2 $ 433.8 $ 420.0 $ 423.9 Operating expenses: Cost of telecommunications services 241.8 237.5 232.8 229.9 Operating income 38.7 31.1 30.1 23.5 Net loss (27.3 ) (33.3 ) (26.2 ) (19.1 ) Loss per share: Basic $ (0.49 ) $ (0.59 ) $ (0.46 ) $ (0.34 ) Diluted $ (0.49 ) $ (0.59 ) $ (0.46 ) $ (0.34 ) Weighted average shares: Basic 55,839,212 56,248,530 56,370,178 56,580,466 Diluted 55,839,212 56,248,530 56,370,178 56,580,466 Quarters Ended March 31, 2018 June 30, 2018 September 30, 2018 December 31, 2018 Revenue: Telecommunications services $ 260.7 $ 326.7 $ 448.6 $ 454.8 Operating expenses: Cost of telecommunications services 141.5 179.3 247.4 251.2 Operating income 9.2 4.2 14.5 11.8 Net loss (30.7 ) (136.3 ) (23.4 ) (53.0 ) Loss per share: Basic $ (0.69 ) $ (2.83 ) $ (0.43 ) $ (0.96 ) Diluted $ (0.69 ) $ (2.83 ) $ (0.43 ) $ (0.96 ) Weighted average shares: Basic 44,632,365 48,221,341 54,671,787 55,191,175 Diluted 44,632,365 48,221,341 54,671,787 55,191,175 |
ORGANIZATION AND BUSINESS (Deta
ORGANIZATION AND BUSINESS (Details) | 12 Months Ended |
Dec. 31, 2019continentpoint_of_presencecountry | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of points of presence | point_of_presence | 600 |
Number of continents | continent | 6 |
Number of countries in which the entity operates (more than) | country | 140 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | 12 Months Ended | ||||
Dec. 31, 2019USD ($)grantsegment | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2019 | Jan. 01, 2019USD ($) | |
Debt Instrument [Line Items] | |||||
Number of operating segments | segment | 1 | ||||
Number of reportable segments | segment | 1 | ||||
Excise taxes and surcharges | $ 25,200,000 | $ 23,400,000 | $ 17,500,000 | ||
Deferred revenue | 67,000,000 | 84,200,000 | |||
Contract liabilities | 76,000,000 | 75,700,000 | |||
Revenue recognized from beginning balance | 24,800,000 | ||||
New contract liabilities, exclusive of amounts recognized as revenue during the period | 25,900,000 | ||||
Deferred commissions | 23,000,000 | 11,300,000 | |||
Marketing and advertising expense | $ 9,300,000 | 9,800,000 | 3,300,000 | ||
Number of types of equity grants | grant | 3 | ||||
Award vesting period | 4 years | ||||
Restricted cash and cash equivalents | $ 0 | 0 | 0 | ||
Period of days of invoice, standard terms | 30 days | ||||
Allowance for doubtful accounts receivable | $ 14,300,000 | 11,100,000 | |||
Capitalized labor costs | 16,100,000 | 14,900,000 | 5,600,000 | ||
Capitalized computer software | $ 4,100,000 | 4,700,000 | 2,100,000 | ||
Percentage of quantitative impairment test using an income-based approach | 40.00% | ||||
Percentage of quantitative impairment test using a market-based approach | 60.00% | ||||
Goodwill, impairment loss | 0 | 0 | |||
Reporting unit, percentage of fair value in excess of carrying amount | 21.00% | 17.00% | |||
Intangible assets impairment | $ 0 | 0 | 0 | ||
Disputed supplier expense | 12,200,000 | 9,100,000 | |||
Other secured loans | (28,000,000) | (31,600,000) | (33,800,000) | ||
Unamortized original issuance discount | (40,800,000) | (47,800,000) | |||
Net exchange (gains) loss | 7,500,000 | 2,500,000 | (300,000) | ||
Operating lease right of use assets | 357,500,000 | ||||
Present value of lease obligations | 347,800,000 | ||||
Accounting Standards Update 2016-02 | |||||
Debt Instrument [Line Items] | |||||
Operating lease right of use assets | $ 437,600,000 | ||||
Present value of lease obligations | $ 434,600,000 | ||||
Customer contracts | Customer Contracts Portfolios Acquired In Prior Year | |||||
Debt Instrument [Line Items] | |||||
Purchase price | $ 0 | 0 | $ 37,400,000 | ||
Minimum | |||||
Debt Instrument [Line Items] | |||||
Intangible asset, useful life | 3 years | ||||
Maximum | |||||
Debt Instrument [Line Items] | |||||
Intangible asset, useful life | 20 years | ||||
Accounts Receivable | |||||
Debt Instrument [Line Items] | |||||
Deferred revenue | $ 145,900,000 | $ 157,600,000 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue from contracts with customers | $ 1,568.2 | $ 1,430.3 | |||||||||
Lease revenue | 159.6 | 60.5 | |||||||||
Total telecommunications services revenue | $ 423.9 | $ 420 | $ 433.8 | $ 450.2 | $ 454.8 | $ 448.6 | $ 326.7 | $ 260.7 | 1,727.8 | 1,490.8 | $ 827.9 |
United States | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue from contracts with customers | 779.7 | 785.4 | |||||||||
Total telecommunications services revenue | 789.1 | 785.4 | 627.6 | ||||||||
Europe | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue from contracts with customers | 745.9 | 598.7 | |||||||||
Total telecommunications services revenue | 895.9 | 659.2 | 186.2 | ||||||||
Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue from contracts with customers | 42.6 | 46.2 | |||||||||
Total telecommunications services revenue | $ 42.8 | $ 46.2 | $ 14.1 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES - Schedule of Revenue Expected to be Recognized (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Performance obligations | $ 76 | $ 75.7 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | Accounting Standards Update 2014-09 | Prepaid Capacity Sales, IRUs, Deferred Non-Recurring Revenue, and Unearned Revenue | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Performance obligations | $ 16.7 | |
Performance obligation period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | Accounting Standards Update 2014-09 | Prepaid Capacity Sales, IRUs, Deferred Non-Recurring Revenue, and Unearned Revenue | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Performance obligations | $ 13.8 | |
Performance obligation period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Accounting Standards Update 2014-09 | Prepaid Capacity Sales, IRUs, Deferred Non-Recurring Revenue, and Unearned Revenue | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Performance obligations | $ 13.1 | |
Performance obligation period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Accounting Standards Update 2014-09 | Prepaid Capacity Sales, IRUs, Deferred Non-Recurring Revenue, and Unearned Revenue | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Performance obligations | $ 11.4 | |
Performance obligation period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Accounting Standards Update 2014-09 | Prepaid Capacity Sales, IRUs, Deferred Non-Recurring Revenue, and Unearned Revenue | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Performance obligations | $ 6.6 | |
Performance obligation period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Accounting Standards Update 2014-09 | Prepaid Capacity Sales, IRUs, Deferred Non-Recurring Revenue, and Unearned Revenue | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Performance obligations | $ 14.4 | |
Performance obligation period |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES - Schedule of EPS (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||||||||||
Numerator for basic and diluted EPS – net loss available to common stockholders | $ (19.1) | $ (26.2) | $ (33.3) | $ (27.3) | $ (53) | $ (23.4) | $ (136.3) | $ (30.7) | $ (105.9) | $ (243.4) | $ (71.5) |
Denominator for basic EPS – weighted average shares (in shares) | 56,580,466 | 56,370,178 | 56,248,530 | 55,839,212 | 55,191,175 | 54,671,787 | 48,221,341 | 44,632,365 | 56,265,166 | 50,718,279 | 41,912,952 |
Effect of dilutive securities (in shares) | 0 | 0 | 0 | ||||||||
Denominator for diluted EPS – weighted average shares (in shares) | 56,580,466 | 56,370,178 | 56,248,530 | 55,839,212 | 55,191,175 | 54,671,787 | 48,221,341 | 44,632,365 | 56,265,166 | 50,718,279 | 41,912,952 |
Loss per share: basic (in dollars per share) | $ (0.34) | $ (0.46) | $ (0.59) | $ (0.49) | $ (0.96) | $ (0.43) | $ (2.83) | $ (0.69) | $ (1.88) | $ (4.80) | $ (1.71) |
Loss per share: diluted (in dollars per share) | $ (0.34) | $ (0.46) | $ (0.59) | $ (0.49) | $ (0.96) | $ (0.43) | $ (2.83) | $ (0.69) | $ (1.88) | $ (4.80) | $ (1.71) |
SIGNIFICANT ACCOUNTING POLICI_8
SIGNIFICANT ACCOUNTING POLICIES - Schedule of PP&E (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Freehold buildings | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 30 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Fiber optic cable | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 20 years |
Duct | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 40 years |
Fiber optic network equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Fiber optic network equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 15 years |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 10 years |
Computer hardware and software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Computer hardware and software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
BUSINESS ACQUISITIONS - Narrati
BUSINESS ACQUISITIONS - Narrative (Details) € in Millions, $ in Millions | Jan. 01, 2017USD ($) | Dec. 31, 2019USD ($) | Oct. 31, 2018USD ($)shares | May 31, 2018USD ($)shares | Mar. 31, 2018USD ($)shares | Feb. 28, 2018USD ($) | Feb. 28, 2018EUR (€) | Dec. 31, 2017USD ($)shares | Oct. 31, 2017USD ($) | Sep. 30, 2017USD ($)shares | Jun. 30, 2017USD ($) | Jan. 31, 2017USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Business Acquisition [Line Items] | |||||||||||||||
Cash paid at closing, incl. working capital | $ 52.6 | $ 2,242.7 | $ 706.3 | ||||||||||||
Foreign currency hedge notional amount | € | € 1,260 | ||||||||||||||
Foreign currency hedge spot rate | 1.23 | 1.23 | |||||||||||||
Loss recognized upon settlement of the deal-contingent foreign currency hedge arrangement | $ 105.8 | ||||||||||||||
Integration related costs | 23 | $ 40.5 | $ 19.1 | ||||||||||||
KPN International | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Cash paid at closing, incl. working capital | $ 53.6 | ||||||||||||||
Cash acquired from acquisition | $ 1.5 | ||||||||||||||
Access Point | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Cash paid at closing, incl. working capital | $ 36.3 | 0.5 | |||||||||||||
Cash acquired from acquisition | $ 1 | ||||||||||||||
Number of unregistered shares of common stock (in shares) | shares | 115,194 | ||||||||||||||
Common stock value | $ 4.6 | ||||||||||||||
Interoute Communications Holdings S.A. | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Cash paid at closing, incl. working capital | $ 2,239.3 | ||||||||||||||
Cash acquired from acquisition | $ 66.1 | ||||||||||||||
Number of unregistered shares of common stock (in shares) | shares | 9,589,094 | ||||||||||||||
Common stock value | $ 425 | ||||||||||||||
Debt | $ 27.7 | ||||||||||||||
Accelerated Connections, Inc. | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Cash paid at closing, incl. working capital | $ 35 | ||||||||||||||
Cash acquired from acquisition | $ 0.8 | ||||||||||||||
Number of unregistered shares of common stock (in shares) | shares | 79,930 | ||||||||||||||
Common stock value | $ 4.2 | ||||||||||||||
Custom Connect International B.V. | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Cash paid at closing, incl. working capital | $ 28.9 | ||||||||||||||
Cash acquired from acquisition | $ 0.6 | ||||||||||||||
Number of unregistered shares of common stock (in shares) | shares | 49,941 | ||||||||||||||
Common stock value | $ 2.2 | ||||||||||||||
Transbeam, Inc. | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Cash paid at closing, incl. working capital | $ 26.4 | ||||||||||||||
Cash acquired from acquisition | 0.8 | ||||||||||||||
Holdback consideration | $ 2 | ||||||||||||||
Pivotal Global Capacity | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Cash paid at closing, incl. working capital | $ 104 | ||||||||||||||
Cash acquired from acquisition | $ 4 | ||||||||||||||
Number of unregistered shares of common stock (in shares) | shares | 1,850,000 | ||||||||||||||
Common stock value | $ 53.6 | ||||||||||||||
Perseus Telecom | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Cash paid at closing, incl. working capital | $ 37.5 | ||||||||||||||
Cash acquired from acquisition | 0.1 | ||||||||||||||
Liabilities incurred | $ 1.9 | ||||||||||||||
Hibernia | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Cash paid at closing, incl. working capital | $ 529.6 | ||||||||||||||
Cash acquired from acquisition | $ 14.6 | ||||||||||||||
Number of unregistered shares of common stock (in shares) | shares | 3,329,872 | ||||||||||||||
Common stock value | $ 75 | $ 86.1 | $ 86.1 |
BUSINESS ACQUISITIONS - Purchas
BUSINESS ACQUISITIONS - Purchase Price (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 01, 2017 | May 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jan. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Assets acquired: | |||||||
Goodwill | $ 644.5 | $ 1,768.6 | $ 1,738 | ||||
Interoute | |||||||
Purchase Price | |||||||
Purchase consideration | $ 2,239.3 | ||||||
Common stock | 425 | ||||||
Assets acquired: | |||||||
Cash | 66.1 | ||||||
Accounts receivable | 86.3 | ||||||
Prepaid expenses and other current assets | 51.3 | ||||||
Property and equipment | 1,435.9 | ||||||
Other assets | 24.5 | ||||||
Deferred tax assets | 35.9 | ||||||
Goodwill | 1,040.6 | ||||||
Total assets acquired | 2,929.6 | ||||||
Liabilities assumed: | |||||||
Accounts payable | (75.5) | ||||||
Accrued expenses and other current liabilities | (115.2) | ||||||
Capital leases | (42.4) | ||||||
Debt | (27.7) | ||||||
Deferred revenue | (242.7) | ||||||
Deferred tax liabilities | (148.8) | ||||||
Other long-term liabilities | (38) | ||||||
Total liabilities assumed | (690.3) | ||||||
Net assets acquired | 2,239.3 | ||||||
Interoute | Customer lists | |||||||
Assets acquired: | |||||||
Intangible assets | 171.5 | ||||||
Interoute | Tradename | |||||||
Assets acquired: | |||||||
Intangible assets | 2.1 | ||||||
Interoute | Other intangible assets | |||||||
Assets acquired: | |||||||
Intangible assets | 15.4 | ||||||
Hibernia | |||||||
Purchase Price | |||||||
Purchase consideration | $ 529.6 | ||||||
Common stock | $ 75 | 86.1 | $ 86.1 | ||||
Purchase consideration | 615.7 | ||||||
Assets acquired: | |||||||
Current assets | 42.6 | ||||||
Property and equipment | 432.5 | ||||||
Other assets | 0.1 | ||||||
Goodwill | 201.1 | ||||||
Total assets acquired | 843.7 | ||||||
Liabilities assumed: | |||||||
Current liabilities | (40.6) | ||||||
Deferred revenue | (163.3) | ||||||
Deferred tax liabilities | (24.1) | ||||||
Total liabilities assumed | (228) | ||||||
Net assets acquired | $ 615.7 | ||||||
Business acquisition, share price (in dollars per share) | $ 27.80 | ||||||
Hibernia | Customer lists | |||||||
Assets acquired: | |||||||
Intangible assets | $ 166.7 | ||||||
Hibernia | Tradename | |||||||
Assets acquired: | |||||||
Intangible assets | 0.7 | ||||||
Hibernia | Other intangible assets | |||||||
Assets acquired: | |||||||
Intangible assets | $ 0 | ||||||
Pivotal Global Capacity | |||||||
Purchase Price | |||||||
Purchase consideration | $ 104 | ||||||
Common stock | 53.6 | ||||||
Purchase consideration | 157.6 | ||||||
Assets acquired: | |||||||
Current assets | 25.7 | ||||||
Property and equipment | 34.4 | ||||||
Other assets | 2.5 | ||||||
Goodwill | 88.8 | ||||||
Total assets acquired | 197.2 | ||||||
Liabilities assumed: | |||||||
Current liabilities | (24.1) | ||||||
Deferred revenue | (15.5) | ||||||
Deferred tax liabilities | 0 | ||||||
Total liabilities assumed | (39.6) | ||||||
Net assets acquired | $ 157.6 | ||||||
Business acquisition, share price (in dollars per share) | $ 30.85 | ||||||
Pivotal Global Capacity | Customer lists | |||||||
Assets acquired: | |||||||
Intangible assets | $ 41.2 | ||||||
Pivotal Global Capacity | Tradename | |||||||
Assets acquired: | |||||||
Intangible assets | 0 | ||||||
Pivotal Global Capacity | Other intangible assets | |||||||
Assets acquired: | |||||||
Intangible assets | $ 4.6 | ||||||
Custom Connect International B.V. | |||||||
Purchase Price | |||||||
Common stock | $ 2.2 | ||||||
Freehold buildings | Interoute | |||||||
Liabilities assumed: | |||||||
Capital leases | $ (38.8) |
BUSINESS ACQUISITIONS - Pro For
BUSINESS ACQUISITIONS - Pro Forma Results (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Business Combinations [Abstract] | |
Revenue | $ | $ 1,836 |
Net loss | $ | $ (91.1) |
Loss per share: | |
Basic (in dollars per share) | $ / shares | $ (1.80) |
Diluted (in dollars per share) | $ / shares | $ (1.80) |
Denominator for basic EPS – weighted average shares (in shares) | shares | 50,718,279 |
Denominator for diluted EPS – weighted average shares (in shares) | shares | 50,718,279 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 1,768.6 | $ 1,738 | $ 644.5 |
Intangible assets, net | 490.7 | 552.4 | |
Amortization of intangible assets | $ 85.2 | $ 86.4 | $ 69 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 1,738 | $ 644.5 |
Initial goodwill associated with business combinations | 28.8 | 1,130.9 |
Adjustments | (37.9) | |
Adjustments to 2017 business combinations | 47.8 | 22.2 |
Foreign currency translation adjustments | (46) | (21.7) |
Ending balance | $ 1,768.6 | $ 1,738 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Asset Cost | $ 830.3 | $ 807 |
Accumulated Amortization | 339.6 | 254.6 |
Net Book Value | 490.7 | 552.4 |
Customer lists | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Asset Cost | 781.1 | 757.7 |
Accumulated Amortization | 313.7 | 233.7 |
Net Book Value | 467.4 | 524 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Asset Cost | 4.7 | 4.7 |
Accumulated Amortization | 4.6 | 4.6 |
Net Book Value | $ 0.1 | 0.1 |
Intellectual property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 10 years | |
Gross Asset Cost | $ 38.3 | 38.6 |
Accumulated Amortization | 15.4 | 11.3 |
Net Book Value | 22.9 | 27.3 |
Tradename | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Asset Cost | 6.2 | 6 |
Accumulated Amortization | 5.9 | 5 |
Net Book Value | $ 0.3 | $ 1 |
Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 3 years | |
Minimum | Customer lists | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 3 years | |
Minimum | Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 3 years | |
Minimum | Tradename | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 1 year | |
Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 20 years | |
Maximum | Customer lists | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 20 years | |
Maximum | Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 5 years | |
Maximum | Tradename | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 3 years |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Schedule of Amortization Expense (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 | $ 89.1 | |
2021 | 84.6 | |
2022 | 70.1 | |
2023 | 56.7 | |
2024 | 50.6 | |
2025 and beyond | 139.6 | |
Net Book Value | $ 490.7 | $ 552.4 |
PROPERTY AND EQUIPMENT - Schedu
PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,203.5 | $ 2,175.2 |
Less accumulated depreciation | (386.1) | (304.8) |
Property and equipment, net | 1,817.4 | 1,870.4 |
Land and freehold buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 90.7 | 14.1 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 6.7 | 6.4 |
Fiber optic cable | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 702.2 | 777.9 |
Duct | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 686.1 | 669.6 |
Fiber optic network equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 613.9 | 582.9 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 62.3 | 58.1 |
Computer hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 41.6 | $ 66.2 |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 163.6 | $ 125 | $ 63.6 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid cost of telecommunications services | $ 11.8 | $ 18.9 |
Prepaid selling, general and administrative | 13.1 | 14.7 |
Short-term deposits | 0.3 | 1.3 |
Taxes receivable | 0 | 2.5 |
Deferred commissions | 9.8 | 3.4 |
Receivable from supplier | 10.7 | 0 |
Other | 4.7 | 8.4 |
Prepaid expenses and other current assets | $ 50.4 | $ 49.2 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Compensation and benefits | $ 24.4 | $ 36.9 |
Cost of telecommunications services | 105.3 | 101.1 |
Restructuring, current portion | 6.4 | 25.8 |
Interest rate swaps | 53.5 | 22.4 |
Interest | 0.4 | 3.2 |
Acquisition holdbacks | 0 | 6.7 |
Taxes payable | 28.3 | 2.8 |
Selling, general and administrative | 18.1 | 8.3 |
Capital expenditures | 0.2 | 7.7 |
Other | 4.2 | 11.9 |
Accrued expenses and other current liabilities | $ 240.8 | $ 226.8 |
DEFERRED REVENUE - Narrative (D
DEFERRED REVENUE - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Prepaid Services, IRUs, And Deferred Non-Recurring Revenue | ||
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue | $ 333.5 | $ 371.2 |
DEFERRED REVENUE - Schedule of
DEFERRED REVENUE - Schedule of Changes in Deferred Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Remaining Performance Obligation [Roll Forward] | |||
Beginning balance | $ 84.2 | ||
Revenue recognized from beginning balance | (24.8) | ||
Increase in deferred revenue, net | (34.2) | $ (14.2) | $ (39.7) |
Ending balance | 67 | 84.2 | |
Prepaid Services, IRUs, And Deferred Non-Recurring Revenue | |||
Remaining Performance Obligation [Roll Forward] | |||
Beginning balance | 371.2 | 148.9 | |
Revenue recognized from beginning balance | (82.3) | (40.3) | |
Increase in deferred revenue, net | 48.1 | 44.8 | |
Business combinations (gross) | 1.2 | 243 | |
Revenue recognized from business combinations | 0 | (18.7) | |
Foreign currency translation adjustments | (4.7) | (6.5) | |
Ending balance | 333.5 | 371.2 | 148.9 |
Less than 1 Year | Prepaid Services, IRUs, And Deferred Non-Recurring Revenue | |||
Remaining Performance Obligation [Roll Forward] | |||
Beginning balance | 28.7 | 18.6 | |
Revenue recognized from beginning balance | (28.8) | (18.6) | |
Increase in deferred revenue, net | 21.7 | 28.9 | |
Business combinations (gross) | 0 | 0.4 | |
Revenue recognized from business combinations | 0 | (0.4) | |
Foreign currency translation adjustments | 0.9 | (0.2) | |
Ending balance | 22.5 | 28.7 | 18.6 |
Greater than 1 Year | Prepaid Services, IRUs, And Deferred Non-Recurring Revenue | |||
Remaining Performance Obligation [Roll Forward] | |||
Beginning balance | 342.5 | 130.3 | |
Revenue recognized from beginning balance | (53.5) | (21.7) | |
Increase in deferred revenue, net | 26.4 | 15.9 | |
Business combinations (gross) | 1.2 | 242.6 | |
Revenue recognized from business combinations | 0 | (18.3) | |
Foreign currency translation adjustments | (5.6) | (6.3) | |
Ending balance | $ 311 | $ 342.5 | $ 130.3 |
DEFERRED REVENUE - Schedule o_2
DEFERRED REVENUE - Schedule of Performance Obligations (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Revenue Arrangement [Line Items] | ||
Performance obligations | $ 76 | $ 75.7 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | Prepaid Services, IRUs, And Deferred Non-Recurring Revenue | ||
Deferred Revenue Arrangement [Line Items] | ||
Performance obligations | $ 67 | |
Performance obligation period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | Prepaid Services, IRUs, And Deferred Non-Recurring Revenue | Less than 1 Year | ||
Deferred Revenue Arrangement [Line Items] | ||
Performance obligations | $ 22.5 | |
Performance obligation period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | Prepaid Services, IRUs, And Deferred Non-Recurring Revenue | Greater than 1 Year | ||
Deferred Revenue Arrangement [Line Items] | ||
Performance obligations | $ 44.5 | |
Performance obligation period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | Prepaid Services, IRUs, And Deferred Non-Recurring Revenue | ||
Deferred Revenue Arrangement [Line Items] | ||
Performance obligations | $ 38.9 | |
Performance obligation period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | Prepaid Services, IRUs, And Deferred Non-Recurring Revenue | Less than 1 Year | ||
Deferred Revenue Arrangement [Line Items] | ||
Performance obligations | $ 0 | |
Performance obligation period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | Prepaid Services, IRUs, And Deferred Non-Recurring Revenue | Greater than 1 Year | ||
Deferred Revenue Arrangement [Line Items] | ||
Performance obligations | $ 38.9 | |
Performance obligation period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Prepaid Services, IRUs, And Deferred Non-Recurring Revenue | ||
Deferred Revenue Arrangement [Line Items] | ||
Performance obligations | $ 36.8 | |
Performance obligation period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Prepaid Services, IRUs, And Deferred Non-Recurring Revenue | Less than 1 Year | ||
Deferred Revenue Arrangement [Line Items] | ||
Performance obligations | $ 0 | |
Performance obligation period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Prepaid Services, IRUs, And Deferred Non-Recurring Revenue | Greater than 1 Year | ||
Deferred Revenue Arrangement [Line Items] | ||
Performance obligations | $ 36.8 | |
Performance obligation period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Prepaid Services, IRUs, And Deferred Non-Recurring Revenue | ||
Deferred Revenue Arrangement [Line Items] | ||
Performance obligations | $ 35 | |
Performance obligation period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Prepaid Services, IRUs, And Deferred Non-Recurring Revenue | Less than 1 Year | ||
Deferred Revenue Arrangement [Line Items] | ||
Performance obligations | $ 0 | |
Performance obligation period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Prepaid Services, IRUs, And Deferred Non-Recurring Revenue | Greater than 1 Year | ||
Deferred Revenue Arrangement [Line Items] | ||
Performance obligations | $ 35 | |
Performance obligation period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Prepaid Services, IRUs, And Deferred Non-Recurring Revenue | ||
Deferred Revenue Arrangement [Line Items] | ||
Performance obligations | $ 28 | |
Performance obligation period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Prepaid Services, IRUs, And Deferred Non-Recurring Revenue | Less than 1 Year | ||
Deferred Revenue Arrangement [Line Items] | ||
Performance obligations | $ 0 | |
Performance obligation period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Prepaid Services, IRUs, And Deferred Non-Recurring Revenue | Greater than 1 Year | ||
Deferred Revenue Arrangement [Line Items] | ||
Performance obligations | $ 28 | |
Performance obligation period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Prepaid Services, IRUs, And Deferred Non-Recurring Revenue | ||
Deferred Revenue Arrangement [Line Items] | ||
Performance obligations | $ 127.8 | |
Performance obligation period | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Prepaid Services, IRUs, And Deferred Non-Recurring Revenue | Less than 1 Year | ||
Deferred Revenue Arrangement [Line Items] | ||
Performance obligations | $ 0 | |
Performance obligation period | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Prepaid Services, IRUs, And Deferred Non-Recurring Revenue | Greater than 1 Year | ||
Deferred Revenue Arrangement [Line Items] | ||
Performance obligations | $ 127.8 | |
Performance obligation period | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | Prepaid Services, IRUs, And Deferred Non-Recurring Revenue | ||
Deferred Revenue Arrangement [Line Items] | ||
Performance obligations | $ 333.5 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | Prepaid Services, IRUs, And Deferred Non-Recurring Revenue | Less than 1 Year | ||
Deferred Revenue Arrangement [Line Items] | ||
Performance obligations | 22.5 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | Prepaid Services, IRUs, And Deferred Non-Recurring Revenue | Greater than 1 Year | ||
Deferred Revenue Arrangement [Line Items] | ||
Performance obligations | $ 311 |
DEBT - Schedule of Long-term De
DEBT - Schedule of Long-term Debt (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||
Long term debt, gross | $ 3,291.6 | $ 3,270.9 | |
Unamortized debt issuance costs | (28) | (31.6) | $ (33.8) |
Unamortized original issuance discount, net | (40.8) | (47.8) | 9.3 |
Carrying value of debt | 3,222.8 | 3,191.5 | |
Less current portion | (30.2) | (39.9) | |
Long-term debt less current portion | 3,192.6 | 3,151.6 | |
Other secured loans | |||
Debt Instrument [Line Items] | |||
Long term debt, gross | 4.3 | 18.1 | |
US Term loan | |||
Debt Instrument [Line Items] | |||
Unamortized debt issuance costs | (9.9) | (11.5) | (14.7) |
Unamortized original issuance discount, net | (34.2) | (39.8) | (6.5) |
US Term loan | Term loan | |||
Debt Instrument [Line Items] | |||
Long term debt, gross | 1,743.5 | 1,761.2 | |
EMEA Term loan | |||
Debt Instrument [Line Items] | |||
Unamortized debt issuance costs | (2.7) | (3.2) | 0 |
Unamortized original issuance discount, net | (18.7) | (22) | $ 0 |
EMEA Term loan | Term loan | |||
Debt Instrument [Line Items] | |||
Long term debt, gross | 828.8 | 857.6 | |
Revolving line of credit | |||
Debt Instrument [Line Items] | |||
Long term debt, gross | 140 | ||
Revolving line of credit | Revolving line of credit | |||
Debt Instrument [Line Items] | |||
Long term debt, gross | $ 140 | $ 59 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | Feb. 28, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019EUR (€) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($)offering | Dec. 31, 2016USD ($)offering | Feb. 28, 2020EUR (€) | Jun. 05, 2019USD ($) | May 31, 2018USD ($) | May 31, 2018EUR (€) |
Debt Instrument [Line Items] | |||||||||||
Unamortized original issuance discount | $ 40,800,000 | $ 40,800,000 | $ 47,800,000 | ||||||||
Loss in other expense | 31,300,000 | 127,900,000 | $ (200,000) | ||||||||
Number of private offerings | offering | 3 | 3 | |||||||||
Long term debt, gross | 3,291,600,000 | 3,291,600,000 | 3,270,900,000 | ||||||||
Amortization of debt issuance costs | 4,800,000 | 4,400,000 | $ 3,800,000 | ||||||||
Debt discount amortization | 7,000,000 | 3,500,000 | 400,000 | ||||||||
Loss on debt extinguishment | 0 | 13,800,000 | 8,600,000 | ||||||||
Senior notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Loss in other expense | 31,400,000 | 22,400,000 | |||||||||
Other secured loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long term debt, gross | 4,300,000 | 4,300,000 | $ 18,100,000 | ||||||||
Revolving line of credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | 250,000,000 | 250,000,000 | $ 250,000,000 | $ 200,000,000 | |||||||
Long term debt, gross | $ 140,000,000 | $ 140,000,000 | |||||||||
Debt interest rate at period end | 5.20% | 5.20% | 5.30% | ||||||||
Revolving line of credit | Revolving line of credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long term debt, gross | $ 140,000,000 | $ 140,000,000 | $ 59,000,000 | ||||||||
Letter of credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | 50,000,000 | ||||||||||
US Term Loan B Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | 1,770,000,000 | ||||||||||
Unamortized original issuance discount | $ 8,900,000 | ||||||||||
Quarterly installments | $ 4,425,000 | ||||||||||
US Term Loan B Facility | Base rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 1.75% | 1.75% | |||||||||
US Term Loan B Facility | Eurocurrency Loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 2.75% | 2.75% | |||||||||
US Term Loan B Facility | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 0.00% | 0.00% | |||||||||
EMEA Term Loan B Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | € | € 750,000,000 | ||||||||||
Unamortized original issuance discount | € | € 3,800,000 | ||||||||||
Quarterly installments | € | € 1,875,000 | ||||||||||
Debt instrument, basis spread on variable rate | 3.25% | 3.25% | |||||||||
EMEA Term Loan B Facility | Euribor | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 0.00% | 0.00% | |||||||||
EMEA Term Loan B Facility | Revolving line of credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 3.25% | 3.25% | |||||||||
EMEA Term Loan B Facility | Revolving line of credit | Base rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 1.75% | 1.75% | |||||||||
EMEA Term Loan B Facility | Revolving line of credit | Eurodollar | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 2.75% | 2.75% | |||||||||
Incremental Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 50,000,000 | ||||||||||
Credit Agreement 2018 | Revolving line of credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 300,000,000 | $ 300,000,000 | |||||||||
Maximum ratio | 0.30 | 0.30 | |||||||||
Maximum consolidated net total leverage ratio on a pro forma basis | 6 | 6 | |||||||||
Redemption price, percentage | 650.00% | 650.00% | 650.00% | ||||||||
Debt covenant, minimum liquidity | $ 250,000,000 | $ 250,000,000 | |||||||||
Net secured leverage ratio | 4.40 | 4.40 | |||||||||
Senior notes offering, December 2024 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt face amount | $ 575,000,000 | $ 575,000,000 | |||||||||
Amortization of debt issuance costs | $ 2,000,000 | 1,800,000 | |||||||||
Debt discount amortization | $ (1,900,000) | (1,800,000) | |||||||||
Senior notes offering, December 2024 | Senior notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate | 7.875% | 7.875% | 7.875% | ||||||||
Unamortized premium | $ 16,500,000 | $ 16,500,000 | |||||||||
Long term debt, gross | $ 575,000,000 | $ 575,000,000 | $ 575,000,000 | ||||||||
Subsequent Event | Credit Agreement 2018 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 140,000,000 | ||||||||||
Long-term line of credit | 140,000,000 | € 750,000,000 | |||||||||
Subsequent Event | EMEA Term Loan Facility 2020 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | 50,000,000 | ||||||||||
Unamortized original issuance discount | 5,600,000 | ||||||||||
Quarterly installments | $ 350,000 | ||||||||||
Prepayment or reinvestment period | 30 days | ||||||||||
First Year Anniversary of Effective Date of the EMEA Term Loan Facility | Subsequent Event | EMEA Term Loan Facility 2020 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, deferred callable bonds, percent | 2.00% | ||||||||||
Term loan facility anniversary | 1 year | ||||||||||
Second Year Anniversary of Effective Date of the EMEA Term Loan Facility | Subsequent Event | EMEA Term Loan Facility 2020 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, deferred callable bonds, percent | 1.00% | ||||||||||
Term loan facility anniversary | 1 year | ||||||||||
Second Year Anniversary of Effective Date of the EMEA Term Loan Facility | Subsequent Event | EMEA Term Loan Facility 2020 | Base rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 3.25% | ||||||||||
Second Year Anniversary of Effective Date of the EMEA Term Loan Facility | Subsequent Event | EMEA Term Loan Facility 2020 | Eurocurrency Loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 4.25% | ||||||||||
Fourth Year Anniversary of Effective Date of the EMEA Term Loan Facility | Subsequent Event | EMEA Term Loan Facility 2020 | Base rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 3.75% | ||||||||||
Fourth Year Anniversary of Effective Date of the EMEA Term Loan Facility | Subsequent Event | EMEA Term Loan Facility 2020 | Eurocurrency Loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 4.75% |
DEBT - Schedule of Unused and A
DEBT - Schedule of Unused and Available Amount of Debt (Details) - USD ($) | Dec. 31, 2019 | Jun. 05, 2019 | Dec. 31, 2018 | May 31, 2018 |
Debt Instrument [Line Items] | ||||
Borrowings outstanding | $ (3,291,600,000) | $ (3,270,900,000) | ||
Revolving line of credit | ||||
Debt Instrument [Line Items] | ||||
Committed capacity | 250,000,000 | $ 250,000,000 | $ 200,000,000 | |
Borrowings outstanding | (140,000,000) | |||
Letters of credit issued | (10,900,000) | |||
Unused and available | $ 99,100,000 |
DEBT - Maximum Specified Ratio
DEBT - Maximum Specified Ratio (Details) - Revolving line of credit - Credit Agreement 2018 | 3 Months Ended | 12 Months Ended | ||||||||||
Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||||||||||||
Redemption price, percentage | 650.00% | 650.00% | ||||||||||
Scenario, forecast | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Redemption price, percentage | 425.00% | 450.00% | 450.00% | 500.00% | 500.00% | 550.00% | 625.00% | 625.00% | 650.00% | 650.00% |
DEBT - Interest Rate Swaps (Det
DEBT - Interest Rate Swaps (Details) € in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2019USD ($) | Dec. 31, 2019EUR (€) | Dec. 31, 2018USD ($) | |
Debt Instrument [Line Items] | |||
Asset Derivatives | $ 0 | $ 0 | |
Interest rate swap agreements | (53.5) | (22.4) | |
Interest rate swap, maturing 4/30/2023 | |||
Debt Instrument [Line Items] | |||
Notional amount | $ 500 | ||
Term | 5 years | ||
Asset Derivatives | $ 0 | 0 | |
Interest rate swap agreements | $ (18.2) | (4.4) | |
Interest rate swap, maturing 4/30/2023 | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Fixed rate | 2.643% | 2.643% | |
Interest rate swap, maturing 5/31/2025 | |||
Debt Instrument [Line Items] | |||
Notional amount | $ 200 | ||
Term | 7 years | ||
Asset Derivatives | $ 0 | 0 | |
Interest rate swap agreements | $ (15.3) | (6.9) | |
Interest rate swap, maturing 5/31/2025 | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Fixed rate | 3.037% | 3.037% | |
Interest rate swap, maturing 6/30/2021 | |||
Debt Instrument [Line Items] | |||
Notional amount | $ 300 | ||
Term | 3 years | ||
Asset Derivatives | $ 0 | 0 | |
Interest rate swap agreements | $ (5.8) | (2.8) | |
Interest rate swap, maturing 6/30/2021 | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Fixed rate | 2.8235% | 2.8235% | |
Interest rate swap, maturing 5/31/2025 | |||
Debt Instrument [Line Items] | |||
Notional amount | € | € 317 | ||
Term | 7 years | ||
Asset Derivatives | $ 0 | 0 | |
Interest rate swap agreements | $ (14.2) | $ (8.3) | |
Interest rate swap, maturing 5/31/2025 | Euribor | |||
Debt Instrument [Line Items] | |||
Fixed rate | 0.89% | 0.89% |
DEBT - Schedule of Debt Maturit
DEBT - Schedule of Debt Maturities (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
2020 | $ 30.2 | |
2021 | 26.4 | |
2022 | 26.1 | |
2023 | 166.1 | |
2024 | 601.1 | |
2025 and beyond | 2,441.7 | |
Total debt obligations | $ 3,291.6 | $ 3,270.9 |
DEBT - Schedule of Debt Issuanc
DEBT - Schedule of Debt Issuance Costs and Discounts (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Issuance Costs [Roll Forward] | |||
Beginning balance | $ (31.6) | $ (33.8) | |
Debt issuance costs incurred | (1.2) | (8.7) | |
Amortization | 4.8 | 4.4 | $ 3.8 |
Loss on debt extinguishment | 6.5 | ||
Ending balance | (28) | (31.6) | (33.8) |
US Term loan | |||
Debt Issuance Costs [Roll Forward] | |||
Beginning balance | (11.5) | (14.7) | |
Debt issuance costs incurred | 0 | (4.7) | |
Amortization | 1.6 | 1.8 | |
Loss on debt extinguishment | 6.1 | ||
Ending balance | (9.9) | (11.5) | (14.7) |
EMEA Term loan | |||
Debt Issuance Costs [Roll Forward] | |||
Beginning balance | (3.2) | 0 | |
Debt issuance costs incurred | 0 | (3.4) | |
Amortization | 0.5 | 0.2 | |
Loss on debt extinguishment | 0 | ||
Ending balance | (2.7) | (3.2) | 0 |
Senior notes offering, December 2024 | |||
Debt Issuance Costs [Roll Forward] | |||
Beginning balance | (14.3) | (16.1) | |
Debt issuance costs incurred | 0 | 0 | |
Amortization | 2 | 1.8 | |
Loss on debt extinguishment | 0 | ||
Ending balance | (12.3) | (14.3) | (16.1) |
Revolving Line of Credit | |||
Debt Issuance Costs [Roll Forward] | |||
Beginning balance | (2.6) | (3) | |
Debt issuance costs incurred | (1.2) | (0.6) | |
Amortization | 0.7 | 0.6 | |
Loss on debt extinguishment | 0.4 | ||
Ending balance | $ (3.1) | $ (2.6) | $ (3) |
DEBT - Schedule of Debt Discoun
DEBT - Schedule of Debt Discount and Premium (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Original Issuance Discount And Premium [Roll Forward] | |||
Beginning balance | $ (47.8) | $ 9.3 | |
New Original Issuance Discount | (13.3) | ||
Debt Instrument, Fees Paid To Lenders | (54.6) | ||
Amortization | 7 | 3.5 | $ 0.4 |
Loss on debt extinguishment | 7.3 | ||
Ending balance | (40.8) | (47.8) | 9.3 |
US Term loan | |||
Original Issuance Discount And Premium [Roll Forward] | |||
Beginning balance | (39.8) | (6.5) | |
New Original Issuance Discount | (8.9) | ||
Debt Instrument, Fees Paid To Lenders | (35.2) | ||
Amortization | 5.6 | 3.5 | |
Loss on debt extinguishment | 7.3 | ||
Ending balance | (34.2) | (39.8) | (6.5) |
EMEA Term loan | |||
Original Issuance Discount And Premium [Roll Forward] | |||
Beginning balance | (22) | 0 | |
New Original Issuance Discount | (4.4) | ||
Debt Instrument, Fees Paid To Lenders | (19.4) | ||
Amortization | 3.3 | 1.8 | |
Loss on debt extinguishment | 0 | ||
Ending balance | (18.7) | (22) | 0 |
Senior notes offering, December 2024 | |||
Original Issuance Discount And Premium [Roll Forward] | |||
Beginning balance | 14 | 15.8 | |
New Original Issuance Discount | 0 | ||
Debt Instrument, Fees Paid To Lenders | 0 | ||
Amortization | (1.9) | (1.8) | |
Loss on debt extinguishment | 0 | ||
Ending balance | $ 12.1 | $ 14 | $ 15.8 |
INCOME TAXES - Schedule of Inco
INCOME TAXES - Schedule of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (118.3) | $ (243.6) | $ (87.1) |
Foreign | 15.6 | (5.3) | 32.9 |
Loss before income taxes | $ (102.7) | $ (248.9) | $ (54.2) |
INCOME TAXES - Schedule of In_2
INCOME TAXES - Schedule of Income Tax Benefit (Expense) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | |||
Federal | $ 0.7 | $ 0 | $ (0.5) |
State | 0.2 | 0.2 | 0 |
Foreign | 19.4 | 1.4 | 7.3 |
Total current | 20.3 | 1.6 | 6.8 |
Federal | 0.7 | (2.9) | 8 |
State | 0 | (0.6) | 0.4 |
Foreign | (17.8) | (3.6) | 2.1 |
Total deferred | (17.1) | (7.1) | 10.5 |
Income tax expense (benefit) | $ 3.2 | $ (5.5) | $ 17.3 |
INCOME TAXES - Schedule of Tax
INCOME TAXES - Schedule of Tax Rate (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Amount | |||
U.S. federal statutory income tax | $ (21.6) | $ (52.3) | $ (19) |
Permanent items | 0.3 | 0.2 | 1.2 |
State taxes, net of federal benefit | (3.1) | (10.1) | (3) |
Foreign tax rate differential | 2.7 | (0.5) | (9.3) |
Compensation related items | 2 | (3.3) | (5.1) |
Change in valuation allowance | 17.3 | 59 | 29 |
Unrecognized tax positions | 0 | 6.2 | 2.8 |
Prior year true-ups | 5.6 | 6.8 | 3.4 |
Tax Cuts and Jobs Act | 0 | (11.5) | 17.3 |
Income tax expense (benefit) | $ 3.2 | $ (5.5) | $ 17.3 |
Effective Rate | |||
U.S. federal statutory income tax | 21.00% | 21.00% | 35.00% |
Permanent items | (0.30%) | (0.10%) | (2.20%) |
State taxes, net of federal benefit | 3.00% | 4.10% | 5.50% |
Foreign tax rate differential | (2.60%) | 0.20% | 17.20% |
Compensation related items | (1.90%) | 1.30% | 9.40% |
Change in valuation allowance | (16.80%) | (23.70%) | (53.50%) |
Unrecognized tax positions | 0.00% | (2.50%) | (5.20%) |
Prior year true-ups | (5.40%) | (2.70%) | (6.30%) |
Tax Cuts and Jobs Act | 0.00% | 4.60% | (31.90%) |
Total income tax provision (benefit) | (3.00%) | 2.20% | (32.00%) |
INCOME TAXES - Components of D
INCOME TAXES - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Tax loss and credit carryforwards | $ 276 | $ 275.3 |
Business interest expense carryforward | 62.9 | 30.9 |
Reserves and allowances | 1.4 | 3.9 |
Share-based compensation | 5.8 | 5.1 |
Other | 0 | 0 |
Total deferred tax assets before valuation allowance | 346.1 | 315.2 |
Less: Valuation allowance | (211.4) | (162.9) |
Total deferred tax assets | 134.7 | 152.3 |
Deferred tax liabilities: | ||
Intangible assets and goodwill | (54.7) | (66.4) |
Property and equipment | (216.5) | (219.7) |
Other | 0 | (3.6) |
Total deferred tax liabilities | (271.2) | (289.7) |
Net deferred tax liabilities | (136.5) | (137.4) |
Deferred tax liability | 171.3 | 176.2 |
Deferred tax asset | $ 34.8 | $ 38.8 |
INCOME TAXES - Narrative (Deta
INCOME TAXES - Narrative (Details) - USD ($) $ in Millions | Dec. 22, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Operating Loss Carryforwards [Line Items] | |||||
Provisional income taxes related to TCJA | $ 17.3 | ||||
Income tax benefit | $ 11.5 | ||||
Valuation allowance | 211.4 | $ 162.9 | |||
Unrecognized tax benefits | 6.2 | 6.2 | $ 1.5 | $ 0 | |
Domestic tax authority | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards | 212.6 | ||||
Valuation allowance | 100.7 | 73.3 | |||
State and local jurisdiction | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards | 8.6 | ||||
Foreign tax authority | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards | 873.1 | ||||
Valuation allowance | $ 110.6 | $ 89.6 |
INCOME TAXES - Schedule of Unc
INCOME TAXES - Schedule of Uncertain Tax Positions (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance, January 1 | $ 6.2 | $ 1.5 | $ 0 |
Changes for tax positions of prior years | 0 | 0 | 2.8 |
Increases for tax positions related to the current year | 0 | 6.2 | 0 |
Settlements and lapsing of statutes of limitations | 0 | (1.5) | (1.3) |
Balance, December 31 | $ 6.2 | $ 6.2 | $ 1.5 |
SEVERANCE, RESTRUCTURING, AND_3
SEVERANCE, RESTRUCTURING, AND OTHER EXIT COSTS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restructuring Reserve [Roll Forward] | |||
Beginning balance | $ 25.8 | $ 9.7 | $ 3.2 |
Charges | 13 | 37.1 | 22.4 |
Acquired Costs | 13.8 | ||
Payments | (25.3) | (34.7) | (15.9) |
Foreign Currency Translation Adjustments | 0.4 | (0.1) | |
Ending balance | 13.9 | 25.8 | 9.7 |
Employee termination benefits | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 7.4 | 5.5 | 0 |
Charges | 6.2 | 19.2 | 16.6 |
Acquired Costs | 6 | ||
Payments | (12.1) | (23.2) | (11.1) |
Foreign Currency Translation Adjustments | 1.2 | (0.1) | |
Ending balance | 2.7 | 7.4 | 5.5 |
Lease terminations | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 9.3 | 2.4 | 0.9 |
Charges | 5 | 2.6 | 3.5 |
Acquired Costs | 7.8 | ||
Payments | (5.7) | (3.5) | (2) |
Foreign Currency Translation Adjustments | (1) | 0 | |
Ending balance | 7.6 | 9.3 | 2.4 |
Other contract terminations | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 9.1 | 1.8 | 2.3 |
Charges | 1.8 | 15.3 | 2.3 |
Acquired Costs | 0 | ||
Payments | (7.5) | (8) | (2.8) |
Foreign Currency Translation Adjustments | 0.2 | 0 | |
Ending balance | $ 3.6 | $ 9.1 | $ 1.8 |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized (in shares) | 14,250,000 | 14,250,000 | |||
Number of shares issued (in shares) | 11,055,975 | 11,055,975 | |||
Compensation cost not yet recognized | $ 58,200,000 | $ 58,200,000 | |||
Time-based restricted stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated share-based compensation expense | 9,200,000 | ||||
Fair value of stock granted | 29,100,000 | $ 43,800,000 | $ 31,300,000 | ||
Unrecognized compensation cost | 55,400,000 | 55,400,000 | |||
Performance-based restricted stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost | 2,700,000 | $ 2,700,000 | |||
Stock option 25 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options, vested and expected to vest, outstanding, weighted average remaining contractual term | 4 years | ||||
Stock option 25 | Time-based stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options, vested and expected to vest, outstanding, weighted average remaining contractual term | 4 years | ||||
Stock option 75 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options, vested and expected to vest, outstanding, weighted average remaining contractual term | 3 years | ||||
Percent of awards vesting after initial year | 75.00% | ||||
Stock option 75 | Time-based stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options, vested and expected to vest, outstanding, weighted average remaining contractual term | 3 years | ||||
Percent of awards vesting after initial year | 75.00% | ||||
Periodic vesting | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options, exercise price, percent (at least) | 100.00% | ||||
Periodic vesting | Employee director consultant stock plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award expiration period | 10 years | ||||
Periodic vesting | Stock option 25 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting rights, percentage | 25.00% | ||||
Periodic vesting | Stock option 25 | Time-based stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting rights, percentage | 25.00% | ||||
2014 Performance awards | Performance-based restricted stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value of stock granted | $ 8,500,000 | ||||
2015 Performance awards | Performance-based restricted stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated share-based compensation expense | $ 1,200,000 | 7,800,000 | 6,300,000 | ||
Fair value of stock granted | 17,400,000 | ||||
2017 Performance Shares | Time-based restricted stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value of stock granted | 32,600,000 | ||||
2017 Performance Shares | Performance-based restricted stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation cost not yet recognized | 12,300,000 | 12,300,000 | |||
Allocated share-based compensation expense | 7,200,000 | $ 5,400,000 | $ 0 | ||
Amount of unvested shares forfeited | 5,100,000 | 5,100,000 | |||
Unrecognized compensation cost | 14,900,000 | 14,900,000 | |||
2018 Performance Shares | Performance-based restricted stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation cost not yet recognized | 25,200,000 | 25,200,000 | |||
Allocated share-based compensation expense | 0 | ||||
Fair value of stock granted | 31,200,000 | ||||
Amount of unvested shares forfeited | $ 6,000,000 | $ 6,000,000 | |||
Employee stock purchase plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Purchase price of common stock, percent | 85.00% | ||||
Number of shares available for grant (in shares) | 292,897 | 292,897 | |||
Minimum | Performance-based restricted stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options, vested and expected to vest, outstanding, weighted average remaining contractual term | 1 year | ||||
Maximum | Performance-based restricted stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options, vested and expected to vest, outstanding, weighted average remaining contractual term | 2 years |
SHARE-BASED COMPENSATION - Sche
SHARE-BASED COMPENSATION - Schedule of Compensation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Time-based restricted stock | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Allocated share-based compensation expense | $ 9.2 | ||
Selling, general and administrative expenses | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Allocated share-based compensation expense | 31.2 | $ 34.4 | $ 22.2 |
Selling, general and administrative expenses | Time-based stock options | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Allocated share-based compensation expense | 0.4 | 1.1 | 1.4 |
Selling, general and administrative expenses | Time-based restricted stock | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Allocated share-based compensation expense | 30.4 | 33 | 20.6 |
Selling, general and administrative expenses | ESPP | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Allocated share-based compensation expense | $ 0.4 | $ 0.3 | $ 0.2 |
SHARE-BASED COMPENSATION - Sc_2
SHARE-BASED COMPENSATION - Schedule of Unrecognized Compensation Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized Compensation Cost | $ 58.2 | ||
Weighted Average Remaining Period to be Recognized (Years) | 2 years 4 months 2 days | ||
Time-based stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost, stock options | $ 0.1 | ||
Weighted Average Remaining Period to be Recognized (Years) | 5 days | ||
Time-based restricted stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of stock granted | $ 29.1 | $ 43.8 | $ 31.3 |
Unrecognized compensation cost, restricted stock (incl. performance awards) | $ 55.4 | ||
Weighted Average Remaining Period to be Recognized (Years) | 2 years 5 months 4 days | ||
Performance-based restricted stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost, restricted stock (incl. performance awards) | $ 2.7 | ||
Weighted Average Remaining Period to be Recognized (Years) | 15 days | ||
2018 Performance Shares | Performance-based restricted stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of stock granted | $ 31.2 | ||
Unrecognized Compensation Cost | 25.2 | ||
2017 Performance Shares | Time-based restricted stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of stock granted | $ 32.6 | ||
2017 Performance Shares | Performance-based restricted stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost, restricted stock (incl. performance awards) | 14.9 | ||
Unrecognized Compensation Cost | $ 12.3 |
SHARE-BASED COMPENSATION - Sc_3
SHARE-BASED COMPENSATION - Schedule of Stock Options (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Options | |||
Options, Balance (in shares) | 519,286 | 687,963 | 1,163,908 |
Options, Granted (in shares) | 0 | 0 | 0 |
Options, Exercised (in shares) | (86,770) | (162,688) | (438,338) |
Options, Forfeited or canceled (in shares) | (15,699) | (5,989) | (37,607) |
Options, Balance (in shares) | 416,817 | 519,286 | 687,963 |
Options, Exercisable (in shares) | 409,614 | ||
Weighted Average Exercise Price | |||
Beginning balance (in dollars per share) | $ 13.06 | $ 12.40 | $ 10.84 |
Granted (in dollars per share) | 0 | 0 | 0 |
Exercised (in dollars per share) | 10.40 | 10.12 | 7.89 |
Forfeited or canceled (in dollars per share) | 14.19 | 17.71 | 16.44 |
Ending balance (in dollars per share) | 13.57 | 13.06 | 12.40 |
Exercisable (in dollars per share) | 13.59 | ||
Weighted Average Fair Value | |||
Beginning balance (in dollars per share) | 7.33 | 6.85 | 5.66 |
Weighted average fair value, Granted (in dollars per share) | 0 | 0 | 0 |
Weighted average fair value, Exercised (in dollars per share) | 5.51 | 5.26 | 3.45 |
Weighted average fair value, Forfeited (in dollars per share) | 7.40 | 8.47 | 7.82 |
Ending balance (in dollars per share) | 7.71 | $ 7.33 | $ 6.85 |
Weighted average fair value, exercisable (in dollars per share) | $ 7.01 | ||
Weighted Average Remaining Contractual Life (Years) | |||
Weighted average remaining contractual life (years), Balance | 4 years 10 months 2 days | ||
Weighted average remaining contractual life, exercisable | 4 years 9 months 25 days | ||
Aggregate Intrinsic Value | |||
Aggregate Intrinsic Value, Outstanding | $ 0 | ||
Aggregate Intrinsic Value Exercisable | $ 0 |
SHARE-BASED COMPENSATION - Sc_4
SHARE-BASED COMPENSATION - Schedule of Time-Based Restricted Stock (Details) - Time-based restricted stock - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Shares | |||
Shares, Nonvested balance at January 1, (in shares) | 1,323,038 | 1,243,351 | 1,048,970 |
Shares, Granted (in shares) | 1,447,671 | 944,009 | 1,035,496 |
Shares, Forfeited (in shares) | (291,110) | (196,920) | (112,887) |
Shares, Vested (in shares) | (702,291) | (667,402) | (728,228) |
Shares, Nonvested balance at December 31, (in shares) | 1,777,308 | 1,323,038 | 1,243,351 |
Weighted Average Fair Value | |||
Weighted average fair value, Nonvested balance at January 1 (in dollars per share) | $ 19.33 | $ 14.39 | $ 11.59 |
Weighted average fair value, Granted (in dollars per share) | 20.13 | 46.42 | 30.19 |
Weighted average fair value, Forfeited (in dollars per share) | 35.91 | 37.74 | 22.27 |
Weighted average fair value, Vested (in dollars per share) | 20.54 | 42.99 | 31.61 |
Weighted average fair value, Nonvested balance at December 31, (in dollars per share) | $ 16.59 | $ 19.33 | $ 14.39 |
SHARE-BASED COMPENSATION - Sch
SHARE-BASED COMPENSATION - Schedule of Performance-Based Restricted Stock (Details) - Performance-based restricted stock - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Shares | |||
Shares, Nonvested balance at January 1, (in shares) | 2,041,997 | 1,810,000 | 928,436 |
Shares, Granted (in shares) | 44,000 | 905,500 | 930,000 |
Shares, Forfeited (in shares) | (318,658) | 0 | 0 |
Shares, Vested (in shares) | (280,404) | (673,503) | (48,436) |
Shares, Nonvested balance at December 31, (in shares) | 1,486,935 | 2,041,997 | 1,810,000 |
Weighted Average Fair Value | |||
Weighted average fair value, Nonvested balance at January 1 (in dollars per share) | $ 21.65 | $ 23.79 | $ 12.66 |
Weighted average fair value, Granted (in dollars per share) | 27 | 33.59 | 35.15 |
Weighted average fair value, Forfeited (in dollars per share) | 36.08 | 0 | 0 |
Weighted average fair value, Vested (in dollars per share) | 22.08 | 43.44 | 28.74 |
Weighted average fair value, Nonvested balance at December 31, (in dollars per share) | $ 18.64 | $ 21.65 | $ 23.79 |
DEFINED CONTRIBUTION PLAN (Deta
DEFINED CONTRIBUTION PLAN (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching contribution, percent of match | 50.00% | ||
Employers matching contribution, annual vesting percentage | 25.00% | ||
Vesting period | 4 years | ||
Cost recognized | $ 5.8 | $ 3.9 | $ 1.7 |
Minimum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Maximum annual contributions per employee, percent | 1.00% | ||
Maximum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Maximum annual contributions per employee, percent | 100.00% |
LEASES - Narrative (Details)
LEASES - Narrative (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, remaining lease term | 31 years |
LEASES - Lease Cost (Details)
LEASES - Lease Cost (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease expense | $ 103.1 |
Finance lease expense: | |
Amortization of right of use assets | 2.2 |
Interest on lease liabilities | 5 |
Total finance lease expense | 7.2 |
Short-term lease expense | 20.8 |
Variable lease expense | 30.4 |
Total lease expense | 161.5 |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | 109.8 |
Operating cash flows from finance leases | 5 |
Financing cash flows from finance leases | 1.3 |
Right of use assets obtained in exchange for new operating lease liabilities | 20.9 |
Right of use assets obtained in exchange for new finance lease liabilities | $ 1.3 |
Weighted average remaining lease term (amounts in years) | |
Operating leases | 6 years 4 months 13 days |
Finance leases | 22 years 11 months 26 days |
Weighted average discount rate | |
Operating leases | 5.60% |
Finance leases | 13.00% |
LEASES - Operating and Finance
LEASES - Operating and Finance Lease Maturities (Details) $ in Millions | Dec. 31, 2019USD ($) |
Operating Leases | |
2020 | $ 91.2 |
2021 | 82.9 |
2022 | 64.4 |
2023 | 48.8 |
2024 | 34.7 |
2025 and beyond | 94.8 |
Total lease payments | 416.8 |
Less: Present value discount | (69) |
Present value of lease obligations | 347.8 |
Finance Leases | |
2020 | 5.5 |
2021 | 5.2 |
2022 | 5.2 |
2023 | 5.3 |
2024 | 5.3 |
2025 and beyond | 112 |
Total lease payments | 138.5 |
Less: Present value discount | (96.6) |
Present value of lease obligations | $ 41.9 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Interest Rate Derivatives (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Assets: | ||
Interest rate swap agreements | $ 0 | $ 0 |
Liabilities: | ||
Interest rate swap agreements | (53.5) | (22.4) |
Interest Rate Swap | ||
Assets: | ||
Interest rate swap agreements | 0 | 0 |
Liabilities: | ||
Interest rate swap agreements | (53.5) | (22.4) |
Fair Value, Inputs, Level 1 | Interest Rate Swap | ||
Assets: | ||
Interest rate swap agreements | 0 | 0 |
Liabilities: | ||
Interest rate swap agreements | 0 | 0 |
Fair Value, Inputs, Level 2 | Interest Rate Swap | ||
Assets: | ||
Interest rate swap agreements | 0 | 0 |
Liabilities: | ||
Interest rate swap agreements | (53.5) | (22.4) |
Fair Value, Inputs, Level 3 | Interest Rate Swap | ||
Assets: | ||
Interest rate swap agreements | 0 | 0 |
Liabilities: | ||
Interest rate swap agreements | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Sch_2
FAIR VALUE MEASUREMENTS - Schedule of Carrying Amount of Debt (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Senior notes offering, December 2024 | Senior notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Stated interest rate | 7.875% | 7.875% | |
Reported Value Measurement | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term debt, fair value | $ 3,291.6 | $ 3,270.9 | |
Reported Value Measurement | Senior notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term debt, fair value | 575 | 575 | |
Reported Value Measurement | Other secured loans | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term debt, fair value | 4.3 | 18.1 | |
Reported Value Measurement | US Term loan | Term loan | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term debt, fair value | 1,743.5 | 1,761.2 | |
Reported Value Measurement | EMEA Term loan | Term loan | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term debt, fair value | 828.8 | 857.6 | |
Estimate of Fair Value Measurement | Fair Value, Inputs, Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term debt, fair value | 2,832.3 | 3,042.3 | |
Estimate of Fair Value Measurement | Senior notes | Fair Value, Inputs, Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term debt, fair value | 435.6 | 488.8 | |
Estimate of Fair Value Measurement | Other secured loans | Fair Value, Inputs, Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term debt, fair value | 4.3 | 18.1 | |
Estimate of Fair Value Measurement | US Term loan | Term loan | Fair Value, Inputs, Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term debt, fair value | 1,464.5 | 1,648.9 | |
Estimate of Fair Value Measurement | EMEA Term loan | Term loan | Fair Value, Inputs, Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term debt, fair value | 787.9 | 827.5 | |
Revolving line of credit | Reported Value Measurement | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term debt, fair value | 140 | 59 | |
Revolving line of credit | Estimate of Fair Value Measurement | Fair Value, Inputs, Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term debt, fair value | $ 140 | $ 59 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($)category | |
Network Supply | |
Network Supply and Other | |
2020 | $ 485.9 |
2021 | 320 |
2022 | 251.3 |
2023 | 28.2 |
2024 | 24.2 |
2025 and beyond | 53.6 |
Contractual obligation | $ 1,163.2 |
Number of key categories | category | 2 |
Contractual obligation, period | 1 year |
Other | |
Network Supply and Other | |
2020 | $ 11.8 |
2021 | 6.4 |
2022 | 3.9 |
2023 | 2.9 |
2024 | 2.4 |
2025 and beyond | 7.2 |
Contractual obligation | $ 34.6 |
FOREIGN OPERATIONS (Details)
FOREIGN OPERATIONS (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | $ 423.9 | $ 420 | $ 433.8 | $ 450.2 | $ 454.8 | $ 448.6 | $ 326.7 | $ 260.7 | $ 1,727.8 | $ 1,490.8 | $ 827.9 |
Long-lived Assets | 4,076.7 | 4,160.8 | 4,076.7 | 4,160.8 | |||||||
United States | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 789.1 | 785.4 | 627.6 | ||||||||
Long-lived Assets | 740.5 | 788.2 | 740.5 | 788.2 | |||||||
Europe | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 895.9 | 659.2 | 186.2 | ||||||||
Long-lived Assets | 3,255 | 3,290.1 | 3,255 | 3,290.1 | |||||||
Other | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 42.8 | 46.2 | $ 14.1 | ||||||||
Long-lived Assets | $ 81.2 | $ 82.5 | $ 81.2 | $ 82.5 |
QUARTERLY RESULTS OF OPERATIO_3
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue: | |||||||||||
Telecommunications services | $ 423.9 | $ 420 | $ 433.8 | $ 450.2 | $ 454.8 | $ 448.6 | $ 326.7 | $ 260.7 | $ 1,727.8 | $ 1,490.8 | $ 827.9 |
Operating expenses: | |||||||||||
Cost of telecommunications services | 229.9 | 232.8 | 237.5 | 241.8 | 251.2 | 247.4 | 179.3 | 141.5 | 941.9 | 819.4 | 432.1 |
Operating income | 23.5 | 30.1 | 31.1 | 38.7 | 11.8 | 14.5 | 4.2 | 9.2 | 123.3 | 39.7 | 25.4 |
Net loss | $ (19.1) | $ (26.2) | $ (33.3) | $ (27.3) | $ (53) | $ (23.4) | $ (136.3) | $ (30.7) | $ (105.9) | $ (243.4) | $ (71.5) |
Loss per share: | |||||||||||
Basic (in dollars per share) | $ (0.34) | $ (0.46) | $ (0.59) | $ (0.49) | $ (0.96) | $ (0.43) | $ (2.83) | $ (0.69) | $ (1.88) | $ (4.80) | $ (1.71) |
Diluted (in dollars per share) | $ (0.34) | $ (0.46) | $ (0.59) | $ (0.49) | $ (0.96) | $ (0.43) | $ (2.83) | $ (0.69) | $ (1.88) | $ (4.80) | $ (1.71) |
Weighted average shares: | |||||||||||
Basic (in shares) | 56,580,466 | 56,370,178 | 56,248,530 | 55,839,212 | 55,191,175 | 54,671,787 | 48,221,341 | 44,632,365 | 56,265,166 | 50,718,279 | 41,912,952 |
Diluted (in shares) | 56,580,466 | 56,370,178 | 56,248,530 | 55,839,212 | 55,191,175 | 54,671,787 | 48,221,341 | 44,632,365 | 56,265,166 | 50,718,279 | 41,912,952 |
SCHEDULE II - VALUATION AND Q_2
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Allowance for Doubtful Accounts | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | $ 11.1 | $ 5.1 | $ 2.7 |
Charged to Cost and Expenses | 13.2 | 13.7 | 15.1 |
Deductions | (10) | (7.7) | (12.8) |
Other | 0 | 0 | 0.1 |
Balance at End of Year | 14.3 | 11.1 | 5.1 |
Deferred Tax Asset Valuation Allowance | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | 162.9 | 39.2 | 0.3 |
Charged to Cost and Expenses | 17.3 | 34.1 | 29 |
Deductions | 0 | 0 | 0 |
Other | 31.2 | 89.6 | 9.9 |
Balance at End of Year | $ 211.4 | $ 162.9 | $ 39.2 |
Uncategorized Items - a4q2019-g
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 11,200,000 |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 11,200,000 |