Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 06, 2013 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
Entity Registrant Name | 'PREMIERE GLOBAL SERVICES, INC. | ' |
Entity Central Index Key | '0000880804 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 48,349,874 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS | ' | ' |
Cash and equivalents | $37,072 | $20,976 |
Accounts receivable (net of allowances of $753 and $834, respectively) | 86,646 | 75,149 |
Prepaid expenses and other current assets | 21,103 | 18,245 |
Income taxes receivable | 3,644 | 1,272 |
Deferred income taxes, net | 11,197 | 9,852 |
Total current assets | 159,662 | 125,494 |
PROPERTY AND EQUIPMENT, NET | 107,597 | 104,613 |
OTHER ASSETS | ' | ' |
Goodwill | 310,908 | 297,773 |
Intangibles, net of amortization | 43,108 | 7,384 |
Deferred income taxes, net | 2,469 | 2,597 |
Other assets | 10,375 | 7,942 |
Total assets | 634,119 | 545,803 |
CURRENT LIABILITIES | ' | ' |
Accounts payable | 56,951 | 48,166 |
Income taxes payable | 554 | 1,116 |
Accrued taxes, other than income taxes | 12,959 | 4,333 |
Accrued expenses | 33,307 | 32,093 |
Current maturities of long-term debt and capital lease obligations | 2,124 | 3,137 |
Accrued restructuring costs | 384 | 1,040 |
Deferred income taxes, net | 30 | 15 |
Total current liabilities | 106,309 | 89,900 |
LONG-TERM LIABILITIES | ' | ' |
Long-term debt and capital lease obligations | 223,142 | 179,832 |
Accrued restructuring costs | 49 | 117 |
Accrued expenses | 17,109 | 15,541 |
Deferred income taxes, net | 15,334 | 8,209 |
Total long-term liabilities | 255,634 | 203,699 |
COMMITMENTS AND CONTINGENCIES | ' | ' |
SHAREHOLDERS’ EQUITY | ' | ' |
Common stock, $.01 par value; 150,000,000 shares authorized, 48,349,874 and 47,745,592 shares issued and outstanding, respectively | 484 | 477 |
Additional paid-in capital | 457,572 | 453,621 |
Accumulated other comprehensive income | 9,400 | 13,102 |
Accumulated deficit | -195,280 | -214,996 |
Total shareholders’ equity | 272,176 | 252,204 |
Total liabilities and shareholders’ equity | $634,119 | $545,803 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICALS) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Allowance for doubtful accounts | $753 | $834 |
Common Stock, par value per share | $0.01 | $0.01 |
Common Stock, shares authorized | 150,000,000 | 150,000,000 |
Common Stock, shares issued | 48,349,874 | 47,745,592 |
Common Stock, shares outstanding | 48,349,874 | 47,745,592 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | ||||
Income Statement [Abstract] | ' | ' | ' | ' | ||||
Net revenues | $130,570 | $125,892 | $392,240 | $379,510 | ||||
Operating expenses | ' | ' | ' | ' | ||||
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 56,203 | 53,806 | 168,566 | 161,044 | ||||
Selling and marketing | 33,379 | 31,725 | 101,924 | 98,756 | ||||
General and administrative (exclusive of expenses shown separately below) | 15,605 | 15,855 | 47,284 | 47,070 | ||||
Research and development | 4,145 | 3,703 | 11,699 | 10,608 | ||||
Excise and sales tax expense | 1 | 0 | 78 | 118 | ||||
Depreciation | 8,459 | 8,251 | 25,029 | 24,207 | ||||
Amortization | 855 | 807 | 1,709 | 3,239 | ||||
Restructuring costs | 240 | 590 | 441 | 703 | ||||
Asset impairments | 18 | 696 | 216 | 741 | ||||
Net legal settlements and related expenses | 278 | 1,769 | 591 | 1,851 | ||||
Acquisition-related costs | 2,805 | 0 | 3,044 | 0 | ||||
Total operating expenses | 121,988 | 117,202 | 360,581 | 348,337 | ||||
Operating income | 8,582 | 8,690 | 31,659 | 31,173 | ||||
Other (expense) income | ' | ' | ' | ' | ||||
Interest expense | -1,599 | -1,843 | -4,927 | -5,404 | ||||
Interest income | 22 | 10 | 93 | 19 | ||||
Other, net | -88 | -282 | 130 | -531 | ||||
Total other expense, net | -1,665 | -2,115 | -4,704 | -5,916 | ||||
Income from continuing operations before income taxes | 6,917 | 6,575 | 26,955 | 25,257 | ||||
Income tax expense | 2,072 | 855 | 6,821 | 6,618 | ||||
Net income from continuing operations | 4,845 | 5,720 | 20,134 | 18,639 | ||||
Loss from discontinued operations, net of taxes | -182 | -61 | -418 | -334 | ||||
Net income | $4,663 | $5,659 | $19,716 | $18,305 | ||||
BASIC WEIGHTED-AVERAGE SHARES OUTSTANDING | 46,313 | 47,297 | 46,202 | 47,949 | ||||
Basic net income per share | ' | ' | ' | ' | ||||
Continuing operations | $0.10 | [1] | $0.12 | [1] | $0.44 | [1] | $0.39 | [1] |
Discontinued operations | $0 | [1] | $0 | [1] | ($0.01) | [1] | ($0.01) | [1] |
Net income per share | $0.10 | [1] | $0.12 | [1] | $0.43 | [1] | $0.38 | [1] |
DILUTED WEIGHTED-AVERAGE SHARES OUTSTANDING | 46,818 | 47,800 | 46,685 | 48,424 | ||||
Diluted net income per share | ' | ' | ' | ' | ||||
Continuing operations | $0.10 | [1] | $0.12 | [1] | $0.43 | [1] | $0.38 | [1] |
Discontinued operations | $0 | [1] | $0 | [1] | $0.01 | [1] | ($0.01) | [1] |
Net income per share | $0.10 | [1] | $0.12 | [1] | $0.42 | [1] | $0.38 | [1] |
[1] | Column totals may not sum due to the effect of rounding on EPS. |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Statement of Other Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net income | $4,663 | $5,659 | $19,716 | $18,305 |
Other comprehensive income (loss) | ' | ' | ' | ' |
Translation adjustments | 2,328 | 2,695 | -3,702 | 2,228 |
Total other comprehensive income (loss) | 2,328 | 2,695 | -3,702 | 2,228 |
Comprehensive income | $6,991 | $8,354 | $16,014 | $20,533 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (USD $) | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Deficit [Member] |
In Thousands, unless otherwise specified | |||||
Balance at Dec. 31, 2012 | $252,204 | $477 | $453,621 | $13,102 | ($214,996) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Net income | 19,716 | ' | ' | ' | 19,716 |
Translation adjustments | -3,702 | ' | ' | -3,702 | ' |
Equity-based compensation | 5,447 | ' | 5,447 | ' | ' |
Treasury stock purchase and retirement | -168 | ' | -168 | ' | ' |
Tax withholding related to vesting of restricted stock, net | -1,589 | 7 | -1,596 | ' | ' |
Income tax benefit from equity awards | 268 | ' | 268 | ' | ' |
Balance at Sep. 30, 2013 | $272,176 | $484 | $457,572 | $9,400 | ($195,280) |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Net income | $19,716 | $18,305 |
Loss from discontinued operations, net of taxes | 418 | 334 |
Net income from continuing operations | 20,134 | 18,639 |
Adjustments to reconcile net income to net cash provided by operating activities | ' | ' |
Depreciation | 25,029 | 24,207 |
Amortization | 1,709 | 3,239 |
Amortization of debt issuance costs | 450 | 443 |
Net legal settlements and related expenses | 591 | 1,851 |
Payments for legal settlements and related expenses | -272 | -101 |
Deferred income taxes | 2,182 | 2,907 |
Restructuring costs | 441 | 703 |
Payments for restructuring costs | -1,158 | -1,887 |
Asset impairments | 216 | 741 |
Equity-based compensation | 5,694 | 6,113 |
Excess tax benefits from share-based payment arrangements | -360 | -267 |
Provision for doubtful accounts | 214 | 828 |
Changes in working capital | 1,623 | -14,412 |
Net cash provided by operating activities from continuing operations | 56,493 | 43,004 |
Net cash used in operating activities from discontinued operations | -493 | -668 |
Net cash provided by operating activities | 56,000 | 42,336 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' |
Capital expenditures | -24,794 | -24,154 |
Business acquisitions, net of cash acquired | -50,873 | 0 |
Other investing activities | -457 | -1,479 |
Net cash used in investing activities from continuing operations | -76,124 | -25,633 |
Net cash used in investing activities from discontinued operations | 0 | -60 |
Net cash used in investing activities | -76,124 | -25,693 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Principal payments under borrowing arrangements | -55,494 | -53,011 |
Proceeds from borrowing arrangements | 94,750 | 55,529 |
Payments of debt issuance costs | -1,253 | -23 |
Excess tax benefits of share-based payment arrangements | 360 | 267 |
Purchase and retirement of treasury stock, at cost | -2,087 | -19,358 |
Exercise of stock options | 0 | 932 |
Net cash provided by (used in) financing activities from continuing operations | 36,276 | -15,664 |
Net cash used in financing activities from discontinued operations | 0 | 0 |
Net cash provided by (used in) financing activities | 36,276 | -15,664 |
Effect of exchange rate changes on cash and equivalents | -56 | 132 |
NET INCREASE IN CASH AND EQUIVALENTS | 16,096 | 1,111 |
CASH AND EQUIVALENTS, beginning of period | 20,976 | 32,033 |
CASH AND EQUIVALENTS, end of period | $37,072 | $33,144 |
BASIS_OF_PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
BASIS OF PRESENTATION | ' |
BASIS OF PRESENTATION | |
Premiere Global Services, Inc., or PGi, has been a global leader in collaboration and virtual meetings for over 20 years. Our cloud-based solutions deliver multi-point, real-time virtual collaboration using video, voice, mobile, web streaming and file sharing technologies. PGi solutions are available via desktops, tablets and mobile devices, helping businesses worldwide be more productive, mobile and environmentally responsible. We have a global presence in 25 countries in our three segments in North America, Europe and Asia Pacific. | |
Our unaudited condensed consolidated financial statements and related footnotes have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, for interim financial information and Rule 10-01 of Regulation S-X issued by the Securities and Exchange Commission, or SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. We believe that these condensed consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) necessary to fairly present the results for interim periods shown. All significant intercompany accounts and transactions have been eliminated in consolidation. Our results of operations for the three and nine months ended September 30, 2013 are not indicative of the results that may be expected for the full fiscal year of 2013 or for any other interim period. The financial information presented herein should be read in conjunction with our annual report on Form 10-K for the year ended December 31, 2012, which includes information and disclosures not included in this quarterly report. | |
Unless otherwise stated, current and prior period results in our condensed consolidated statements of operations and cash flows and these notes reflect our results from continuing operations and exclude the effect of discontinued operations. See Note 4 to our condensed consolidated financial statements for additional information and related disclosures regarding our discontinued operations. |
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Accounting Policies [Abstract] | ' | |||||||
SIGNIFICANT ACCOUNTING POLICIES | ' | |||||||
SIGNIFICANT ACCOUNTING POLICIES | ||||||||
Cash and Equivalents and Restricted Cash | ||||||||
Cash and equivalents consist of cash on hand. Cash balances that are legally restricted as to usage or withdrawal are separately included in “Prepaid expenses and other current assets” on our condensed consolidated balance sheets. At September 30, 2013 and December 31, 2012, we had $0.0 million and $0.6 million of restricted cash, respectively. | ||||||||
Accounts Receivable and Allowance for Doubtful Accounts | ||||||||
Included in accounts receivable at September 30, 2013 and December 31, 2012 was earned but unbilled revenue of $8.7 million and $6.7 million, respectively, which results from non-calendar month billing cycles and the one-month lag time in billing related to certain of our services. Earned but unbilled revenue is billed within 30 days. Due to the recovery of an amount previously written off, there was a benefit to the provision for doubtful accounts of ($0.1) million for the three months ended September 30, 2013, while the provision for doubtful accounts was $0.3 million for the three months ended September 30, 2012. Provision for doubtful accounts was $0.2 million and $0.8 million for the nine months ended September 30, 2013 and 2012, respectively. (Recoveries) write-offs against the allowance for doubtful accounts were ($0.1) million and $0.3 million in the three months ended September 30, 2013 and 2012, respectively. Write-offs against the allowance for doubtful accounts were $0.3 million and $0.7 million for the nine months ended September 30, 2013 and 2012, respectively. Our allowance for doubtful accounts represents reserves for receivables that reduce accounts receivable to amounts expected to be collected. Management uses significant judgment in estimating uncollectible amounts. In estimating uncollectible amounts, management considers factors such as historical and anticipated customer payment performance and industry-specific economic conditions. Using these factors, management assigns reserves for uncollectible amounts by accounts receivable aging categories to specific customer accounts. | ||||||||
Property and Equipment | ||||||||
Property and equipment are recorded at cost. Depreciation is recorded under the straight-line method over the estimated useful lives of the assets, commencing when the assets are placed in service. The estimated useful lives are five to seven years for furniture and fixtures, two to five years for software and three to ten years for computer servers and Internet and telecommunications equipment. Accumulated depreciation was $152.8 million and $134.2 million as of September 30, 2013 and December 31, 2012, respectively. The cost of installation of equipment is capitalized, as applicable. Amortization of assets recorded under capital leases is included in depreciation. Assets recorded under capital leases and leasehold improvements are depreciated over the shorter of their useful lives or the term of the related lease. | ||||||||
Research and Development | ||||||||
Research and development expenses primarily related to developing new services, features and enhancements to existing services that do not qualify for capitalization are expensed as incurred. | ||||||||
Software Development Costs | ||||||||
We capitalize certain costs incurred to develop software features used as part of our service offerings within “Property and Equipment, Net” on our condensed consolidated balance sheets. We capitalized approximately $4.8 million and $3.6 million of these costs for the three months ended September 30, 2013 and 2012, respectively, and $13.1 million and $11.2 million of these costs for the nine months ended September 30, 2013 and 2012, respectively. We amortize these capitalized costs on a straight-line basis over the estimated life of the related software, not to exceed five years. Depreciation expense recorded for the developed software was $3.5 million and $3.2 million for the three months ended September 30, 2013 and 2012, respectively, and $10.0 million and $9.0 million for the nine months ended September 30, 2013 and 2012, respectively. | ||||||||
Goodwill | ||||||||
Goodwill is subject to an impairment assessment performed at the reporting unit level, at least annually and more frequently if indicators of impairment are identified. Our reporting units are our operating segments: North America, Europe and Asia Pacific. No impairment of goodwill was identified in the year ended December 31, 2012, the date of our most recent assessment. As of September 30, 2013, we are not aware of any events that would lead to an impairment; therefore, we do not believe that any of our reporting units are at risk of failing step one of the goodwill impairment test. | ||||||||
Cost Method Investments | ||||||||
In March 2013, we invested $1.0 million in a privately-held cloud solutions provider. In September 2012, we invested $1.0 million in a privately-held cloud service marketplace company by purchasing a convertible promissory note. We earn interest on this investment at an annual rate of 8% that will be due with the principal balance in September 2014. In June 2011, we invested approximately $1.0 million in a privately-held conferencing company. This investment is subject to fluctuations in foreign currency exchange rates. | ||||||||
These three investments are accounted for under the cost method and are periodically assessed for other-than-temporary impairment using financial results, economic data and other quantitative and qualitative factors deemed applicable. In the event an other-than-temporary impairment occurs, an impairment loss equal to the difference between the cost basis and the fair value would be recognized. After the effects of foreign currency exchange rate fluctuations, our cost method investments had a total carrying value of $2.9 million and $1.9 million as of September 30, 2013 and December 31, 2012, respectively. These amounts were included as a component of “Other assets” on our condensed consolidated balance sheets for each period presented, except for the convertible promissory note, which was included as a component of “Prepaid expenses and other current assets” as of September 30, 2013. | ||||||||
Revenue Recognition | ||||||||
We recognize revenues when persuasive evidence of an arrangement exists, services have been rendered, the price to the buyer is fixed or determinable and collectability is reasonably assured. Revenues from continuing operations consist primarily of usage fees which are generally billed on a per minute basis. To a lesser extent, we charge subscription-based and license fees and have fixed-period minimum revenue commitments. Revenues related to our virtual meeting solutions primarily consist of usage fees which are recognized ratably over the contracted term of the agreement. These revenues may also include set-up fees and maintenance and update fees, which are typically also recognized ratably over the life of the contract. Unbilled revenue consists of earned but unbilled revenue that results from non-calendar month billing cycles and the one-month lag time in billing related to certain of our services. Deferred revenue consists of payments made by customers in advance of the time services are rendered. Incremental direct costs incurred related to deferred revenue are deferred over the life of the contract and are recorded in “Prepaid expenses and other current assets” in our condensed consolidated balance sheets. | ||||||||
USF Charges | ||||||||
In accordance with Federal Communications Commission rules, we are required to contribute to the federal Universal Service Fund, or USF, for some of our solutions, which we recover from our applicable customers and remit to the Universal Service Administration Company. We present the USF charges that we collect and remit on a net basis, with both collections from our customers and the amounts we remit, recorded in "Net revenues". Had we presented USF charges on a gross basis, net revenues and cost of revenues would have been $6.5 million and $7.4 million higher for the three months ended September 30, 2013 and 2012, respectively, and $20.9 million and $24.4 million higher for the nine months ended September 30, 2013 and 2012, respectively. | ||||||||
Foreign Currency Translation | ||||||||
The assets and liabilities of subsidiaries with a functional currency other than the U.S. Dollar are translated at rates of exchange existing at our condensed consolidated balance sheet dates. Revenues and expenses are translated at average rates of exchange prevailing during the year. The resulting translation adjustments are recorded in the “Accumulated other comprehensive income” component of shareholders’ equity. In addition, certain of our intercompany loans with foreign subsidiaries are considered to be permanently invested for the foreseeable future. Therefore, foreign currency exchange gains and losses related to these permanently invested balances are recorded in the “Accumulated other comprehensive income” component of shareholders’ equity in our condensed consolidated balance sheets. | ||||||||
Treasury Stock | ||||||||
All treasury stock transactions are recorded at cost, and all shares of treasury stock repurchased are retired. During the nine months ended September 30, 2013, we repurchased 16,000 shares of our common stock for $0.2 million in the open market at an average price of $10.52 per share pursuant to our board-approved stock repurchase program. During the nine months ended September 30, 2012, we repurchased 1,990,843 shares of our common stock for $17.7 million in the open market at an average price of $8.88 per share pursuant to our board-approved stock repurchase program. | ||||||||
During the nine months ended September 30, 2013 and 2012, we redeemed 147,142 and 192,883 shares, respectively, of our common stock to satisfy certain of our employees’ tax withholdings due upon the vesting of their restricted stock grants and remitted $1.9 million and $1.7 million, respectively, to the Internal Revenue Service on our employees’ behalf. | ||||||||
Preferred Stock | ||||||||
We have 5.0 million shares of authorized $0.01 par value preferred stock, none of which are issued or outstanding. Under the terms of our amended and restated articles of incorporation, our board of directors is empowered to issue preferred stock without shareholder action. | ||||||||
Restructuring Costs | ||||||||
Restructuring reserves are based on certain estimates and judgments related to severance and exit costs, contractual obligations and related costs and are recorded as “Restructuring costs” in our condensed consolidated statements of operations. See Note 3 to our condensed consolidated financial statements for additional information and related disclosures regarding our restructuring costs. | ||||||||
Acquisition-related Costs | ||||||||
Acquisition-related costs reflected in our condensed consolidated statements of operations include, but are not limited to, transaction costs such as banking, legal, accounting and other professional fees directly related to acquisitions, termination and related costs for transitional and certain other employees, integration-related professional fees and other post-business combination expenses associated with our acquisitions. | ||||||||
The following table summarizes acquisition-related costs incurred during the three and nine months ended September 30, 2013: | ||||||||
Three Months Ended September 30, 2013 | Nine Months Ended September 30, 2013 | |||||||
Professional fees | $ | 1,287 | $ | 1,287 | ||||
Release of indemnification asset | 1,129 | 1,129 | ||||||
Integration-related costs | 389 | 628 | ||||||
Total acquisition-related costs | $ | 2,805 | $ | 3,044 | ||||
For further discussion of the indemnification asset and related costs see Note 12 to our condensed consolidated financial statements and "-Income Taxes" below. | ||||||||
Excise and Sales Tax | ||||||||
Some of our solutions may be subject to telecommunications excise tax and sales taxes in states where we have not collected and remitted such taxes from our customers. During the nine months ended September 30, 2013, we made payments of $0.7 million in partial satisfaction of anticipated amounts due to certain states. In 2012, we did not make any significant payments related to the settlement of these state excise and sales tax contingencies. | ||||||||
We have reserves for certain state excise and sales tax contingencies based on the likelihood of obligation. These contingencies are included in “Accrued taxes, other than income taxes” in our condensed consolidated balance sheets. At September 30, 2013 and December 31, 2012, we had reserved approximately $6.0 million and $2.0 million, respectively, for certain state excise and sales tax contingencies and interest. The increase in this reserve is primarily related to our acquisition of ACT Teleconferencing Inc., or ACT. We believe we have appropriately accrued for these contingencies. In the event that actual results differ from these reserves, or new information becomes available, we may need to make adjustments, which could materially impact our financial condition and results of operations. In addition, states may disagree with our method of assessing and remitting such taxes, or additional states may subject us to inquiries regarding such taxes. | ||||||||
Income Taxes | ||||||||
Income taxes are determined under the asset and liability method as required by Accounting Standards Codification, or ASC, 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are recognized based upon the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary items are expected to be recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not to be realized. To the extent we establish a valuation allowance or increase this allowance in a period, an expense is recorded within the income tax provision in our condensed consolidated statements of operations. Under current accounting principles, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. | ||||||||
Income tax expense for the three and nine months ended September 30, 2013 was $2.1 million and $6.8 million, respectively, compared to $0.9 million and $6.6 million, respectively, for the three and nine months ended September 30, 2012. The increase in income tax expense during the three and nine months ended September 30, 2013 compared to the same periods in the prior year is related to discrete tax benefits in 2012 not present in 2013. Income tax expense for both the three and nine months ended September 30, 2013 includes a $1.0 million benefit due to the release of certain unrecognized tax benefits recorded in connection with our ACT acquisition. This amount was offset by expense associated with the reversal of the related tax indemnification asset which was recorded in acquisition-related costs. | ||||||||
As of September 30, 2013 and December 31, 2012, we had $9.0 million and $5.4 million, respectively, of unrecognized tax benefits. The increase in this amount is primarily related to our ACT acquisition. Upon resolution, unrecognized tax benefits of $7.5 million and $4.1 million as of September 30, 2013 and December 31, 2012, respectively, would affect our annual effective tax rate. The unrecognized tax benefits are included in “Accrued expenses” under “Long-Term Liabilities” in our condensed consolidated balance sheets. | ||||||||
Our valuation allowance at December 31, 2012 primarily relates to certain foreign and state net operating loss and capital loss carryforwards that, in the opinion of management, are more likely than not to expire unutilized. During the nine months ended September 30, 2013, our valuation allowance increased by $0.2 million primarily as a result of current year tax losses in certain foreign jurisdictions that, in the opinion of management, are more likely than not to go unutilized. | ||||||||
Fair Value Measurements | ||||||||
Fair value is defined as an exit price representing the amount that would be received to sell an asset or paid to transfer a liability at the measurement date in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The fair value amounts for cash and equivalents, accounts receivable, net, and accounts payable and accrued expenses approximate carrying amounts due to the short maturities of these instruments. The estimated fair value of our long-term debt and capital lease obligations at September 30, 2013 and December 31, 2012 were based on expected future payments discounted using current interest rates offered to us on debt of the same remaining maturity and characteristics, including credit quality, and did not vary materially from carrying value. | ||||||||
New and Recently Adopted Accounting Pronouncements | ||||||||
In July 2013, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists,” which requires an unrecognized tax benefit to be presented as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward that the entity intends to use and is available for settlement at the reporting date. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. As the guidance is consistent with our current reporting practices, it will not have a material impact on our condensed consolidated financial position or results of operations. |
RESTRUCTURING_COSTS
RESTRUCTURING COSTS | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||||||||||
RESTRUCTURING COSTS | ' | |||||||||||||||||||
RESTRUCTURING COSTS | ||||||||||||||||||||
Below is a reconciliation of the beginning and ending liability balances related to our restructuring efforts for the nine months ended September 30, 2013. The expenses associated with these activities are reflected in “Restructuring costs” in our condensed consolidated statements of operations. Cash payments for restructuring costs from continuing operations were $1.2 million and $1.9 million during the nine months ended September 30, 2013 and 2012, respectively. The components included in the reconciliation of the liability balances include costs related to our continuing and discontinued operations (in thousands): | ||||||||||||||||||||
Balance at | Provisions | Cash Payments | Non-cash | Balance at | ||||||||||||||||
31-Dec-12 | 30-Sep-13 | |||||||||||||||||||
Accrued restructuring costs: | ||||||||||||||||||||
Severance and exit costs | $ | 615 | $ | 406 | $ | (836 | ) | $ | 2 | $ | 187 | |||||||||
Contractual obligations | 541 | 35 | (322 | ) | (8 | ) | 246 | |||||||||||||
Total restructuring costs | $ | 1,156 | $ | 441 | $ | (1,158 | ) | $ | (6 | ) | $ | 433 | ||||||||
Realignment of Workforce – 2012 | ||||||||||||||||||||
During 2012, we eliminated approximately 50 positions in an effort to consolidate and streamline various functions of our workforce. To date, we have recorded $2.4 million of severance costs, which included $0.5 million in adjustments recorded in 2013. On a segment basis, these restructuring costs totaled $1.1 million in North America, $0.9 million in Europe and $0.4 million in Asia Pacific. Our reserve for the 2012 realignment was $0.2 million at September 30, 2013, which we anticipate will be paid within one year. | ||||||||||||||||||||
Realignment of Workforce – 2010 | ||||||||||||||||||||
During 2010, we eliminated approximately 165 positions in an effort to consolidate and streamline various functions of our workforce. To date, we have recorded $9.2 million of severance costs and $0.6 million of lease termination costs associated with this realignment. We have also recorded $1.8 million of asset impairments in connection with these restructuring efforts. In addition, we recorded $0.9 million of exit costs related to marketing efforts abandoned during 2010 and $0.5 million of exit costs related to the reorganization of our operating structure subsequent to the sale of our PGiSend messaging business in 2010 to Easylink Services International Corporation, or Easylink, as restructuring costs. On a segment basis, these restructuring costs totaled $7.7 million in North America, including accelerated vesting of restricted stock with a fair market value of $0.2 million, $2.3 million in Europe and $1.2 million in Asia Pacific. Included in these amounts was an adjustment to reduce severance and exit costs by $0.1 million in Europe, which was recorded during 2013. There is no remaining reserve for the 2010 realignment at September 30, 2013. | ||||||||||||||||||||
Realignment of Workforce – 2009 | ||||||||||||||||||||
During 2009, we executed a restructuring plan to consolidate and streamline various functions of our workforce. As part of these consolidations, we eliminated approximately 500 positions. To date, we have recorded total severance and exit costs of $14.6 million associated with this realignment, including accelerated vesting of restricted stock with a fair market value of $0.2 million in North America. We have also recorded $4.4 million of lease termination costs associated with office locations in North America and Europe. On a segment basis, these restructuring costs totaled $12.4 million in North America, $6.0 million in Europe and $0.6 million in Asia Pacific. Our reserve for the 2009 realignment, comprised of lease termination costs, was $0.2 million at September 30, 2013. We anticipate these costs will be paid within the next two years. |
DISCONTINUED_OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||||||||||
DISCONTINUED OPERATIONS | ' | |||||||||||||||
DISCONTINUED OPERATIONS | ||||||||||||||||
The following amounts associated with our discontinued businesses, as further discussed below, have been segregated from continuing operations and are reflected as discontinued operations for the three and nine months ended September 30, 2013 and 2012 (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Net revenue from discontinued operations | $ | — | $ | — | $ | — | $ | — | ||||||||
Operating loss | (224 | ) | (39 | ) | (481 | ) | (361 | ) | ||||||||
Interest expense | (58 | ) | (48 | ) | (173 | ) | (144 | ) | ||||||||
Loss from disposal | (6 | ) | (7 | ) | (6 | ) | (9 | ) | ||||||||
Income tax benefit | 106 | 33 | 242 | 180 | ||||||||||||
Loss from discontinued operations, net of taxes | $ | (182 | ) | $ | (61 | ) | $ | (418 | ) | $ | (334 | ) | ||||
The results of discontinued operations for the three and nine months ended September 30, 2013 and 2012 reflect ongoing administration and resolution of residual liabilities in connection with our PGiSend sale not assumed by EasyLink. |
GOODWILL_AND_INTANGIBLE_ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||
GOODWILL AND INTANGIBLE ASSETS | ' | |||||||||||||||||||||||
GOODWILL AND INTANGIBLE ASSETS | ||||||||||||||||||||||||
Goodwill | ||||||||||||||||||||||||
Goodwill by reportable business segments from December 31, 2012 to September 30, 2013 (in thousands): | ||||||||||||||||||||||||
North America | Europe | Asia Pacific | Total | |||||||||||||||||||||
Goodwill: | ||||||||||||||||||||||||
Gross value at December 31, 2012 | $ | 364,563 | $ | 20,216 | $ | 5,417 | $ | 390,196 | ||||||||||||||||
Accumulated impairment losses | (92,423 | ) | — | — | (92,423 | ) | ||||||||||||||||||
Carrying value at December 31, 2012 | 272,140 | 20,216 | 5,417 | 297,773 | ||||||||||||||||||||
Acquisitions | 12,172 | 2,252 | 1,319 | 15,743 | ||||||||||||||||||||
Impact of currency fluctuations | (871 | ) | (1,267 | ) | (470 | ) | (2,608 | ) | ||||||||||||||||
Carrying value at September 30, 2013 | $ | 283,441 | $ | 21,201 | $ | 6,266 | $ | 310,908 | ||||||||||||||||
Goodwill is not subject to amortization but is subject to periodic reviews for impairment. Goodwill due to acquisitions has been determined on a consolidated basis and preliminarily allocated to reporting units. A formal allocation to reporting units has not yet been completed. Refer to Note 12 to our condensed consolidated financial statements for additional information on goodwill acquired. | ||||||||||||||||||||||||
Other Intangible Assets | ||||||||||||||||||||||||
Summarized below are the carrying value and accumulated amortization, if applicable, by intangible asset class (in thousands): | ||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||||||
Gross Carrying Value | Accumulated Amortization | Net Carrying Value | Gross Carrying Value | Accumulated Amortization | Net Carrying Value | |||||||||||||||||||
Other intangible assets: | ||||||||||||||||||||||||
Customer lists | $ | 101,475 | $ | (62,113 | ) | $ | 39,362 | $ | 65,888 | $ | (60,957 | ) | $ | 4,931 | ||||||||||
Non-compete agreements | 7,295 | (5,725 | ) | 1,570 | 5,756 | (5,593 | ) | 163 | ||||||||||||||||
Developed technology | 1,000 | (1,000 | ) | — | 1,000 | (1,000 | ) | — | ||||||||||||||||
Other | 3,378 | (1,202 | ) | 2,176 | 3,193 | (903 | ) | 2,290 | ||||||||||||||||
Total other intangible assets | $ | 113,148 | $ | (70,040 | ) | $ | 43,108 | $ | 75,837 | $ | (68,453 | ) | $ | 7,384 | ||||||||||
We record fees incurred in connection with our patents and trademarks in “Prepaid expenses and other current assets” in our condensed consolidated balance sheets until the patents and trademarks are granted or abandoned. We had $1.1 million and $0.9 million of these assets recorded at September 30, 2013 and December 31, 2012, respectively. | ||||||||||||||||||||||||
Other intangible assets include $41.8 million of net intangible assets that are subject to amortization. Other intangible assets that are subject to amortization are amortized over an estimated useful life between one and 20 years. Included in the September 30, 2013 balance of "Other intangible assets" was $35.3 million of customer lists and $1.6 million of non-compete agreements related to recent acquisitions. These amounts are incorporated into our preliminary valuation of assets acquired and liabilities assumed within Note 12 to our condensed consolidated financial statements. Other intangible assets with indefinite lives that are not subject to amortization include $0.4 million of domain names and $0.9 million of trademarks. Estimated annual amortization expense of our other intangible assets for the next five years is as follows (in thousands): | ||||||||||||||||||||||||
Year | Estimated Annual | |||||||||||||||||||||||
Amortization Expense | ||||||||||||||||||||||||
2013 | $ | 3,135 | ||||||||||||||||||||||
2014 | $ | 5,644 | ||||||||||||||||||||||
2015 | $ | 5,640 | ||||||||||||||||||||||
2016 | $ | 5,380 | ||||||||||||||||||||||
2017 | $ | 5,380 | ||||||||||||||||||||||
INDEBTEDNESS
INDEBTEDNESS | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
INDEBTEDNESS | ' | |||||||
INDEBTEDNESS | ||||||||
Long-term debt and capital lease obligations at September 30, 2013 and December 31, 2012 are as follows (in thousands): | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Borrowings on credit facility | $ | 220,297 | $ | 178,062 | ||||
Capital lease obligations | 4,969 | 4,907 | ||||||
Subtotal | 225,266 | 182,969 | ||||||
Less current portion | (2,124 | ) | (3,137 | ) | ||||
Total long-term debt and capital lease obligations | $ | 223,142 | $ | 179,832 | ||||
On August 27, 2013, we amended our credit facility by increasing the overall borrowing capacity to $400.0 million from $300.0 million and extending the maturity date from December 20, 2016 to August 27, 2018. In connection with this amendment, we incurred $1.3 million in debt issuance costs, which were capitalized and included within "Other assets" in our condensed consolidated balance sheets and will be amortized as an adjustment to "Interest expense" over the remaining life of the credit facility. Our credit facility consists of a $350.0 million revolver, a $50.0 million Term A loan and an uncommitted $75.0 million accordion feature, which allows for additional credit commitments up to a maximum of $475.0 million, subject to the credit facility terms and conditions. Our subsidiary, American Teleconferencing Services Ltd., or ATS, is the borrower under our credit facility, with PGi and certain of our material domestic subsidiaries guaranteeing the obligations of ATS under the credit facility, which is secured by substantially all of our assets and the assets of our material domestic subsidiaries. In addition, we have pledged as collateral all of the issued and outstanding stock of our material domestic subsidiaries and 65% of the issued and outstanding stock of our material foreign subsidiaries. Proceeds drawn under our credit facility can be used for working capital, capital expenditures, acquisitions and other general corporate purposes. The annual interest rate applicable to borrowings under our new credit facility, at our option, is (1) the base rate (the greater of either the federal funds rate plus one-half of one percent, the prime rate or one-month LIBOR plus one and one-half percent) plus an applicable percentage that varies based on our consolidated leverage ratio at quarter end, or (2) LIBOR (or, if applicable, the rate designated in the credit facility for certain foreign currencies) for one, two, three or six months adjusted for a percentage that represents the Federal Reserve Board’s reserve percentage plus an applicable percentage that varies based on our consolidated leverage ratio at quarter end. The applicable percentage for base rate loans and LIBOR loans were 1.00% and 2.00%, respectively, at September 30, 2013 under our credit facility. Our interest rate on LIBOR loans, which comprised materially all of our outstanding borrowings as of September 30, 2013, was 2.22%. In addition, we pay a commitment fee on the unused portion of our credit facility that is based on our consolidated leverage ratio at quarter end. As of September 30, 2013, the rate applied to the unused portion of our credit facility was 0.30%. Our credit facility contains customary terms and restrictive covenants, including financial covenants. At September 30, 2013, we were in compliance with the covenants under our credit facility. |
EQUITYBASED_COMPENSATION
EQUITY-BASED COMPENSATION | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||
EQUITY-BASED COMPENSATION | ' | |||||||||||||||
EQUITY-BASED COMPENSATION | ||||||||||||||||
We may issue restricted stock awards, stock options, stock appreciation rights, restricted stock units and other stock-based awards to employees, directors, non-employee consultants and advisers under our amended and restated 2004 long-term incentive plan and our amended and restated 2000 directors stock plan, each plan as amended. Options issued under our 2004 plan may be either incentive stock options, which permit income tax deferral upon exercise of options, or non-qualified options not entitled to such deferral. We may only issue non-qualified options under our directors stock plan. The compensation committee of our board of directors administers these stock plans. | ||||||||||||||||
Equity-based compensation expense is measured at the grant date, based on the fair value of the award, and is recognized over the applicable vesting periods. Included in the expense amounts are employer-related costs for taxes incurred upon vesting of awards which do not impact "Additional Paid-In Capital." The following table presents total equity-based compensation expense for restricted stock awards included in the line items below in our condensed consolidated statements of operations (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Cost of revenues | $ | 142 | $ | 103 | $ | 444 | $ | 370 | ||||||||
Selling and marketing | 571 | 270 | 1,712 | 1,054 | ||||||||||||
Research and development | 222 | 138 | 651 | 414 | ||||||||||||
General and administrative | 1,123 | 1,418 | 2,887 | 4,275 | ||||||||||||
Equity-based compensation expense | $ | 2,058 | $ | 1,929 | $ | 5,694 | $ | 6,113 | ||||||||
Restricted Stock Awards | ||||||||||||||||
The fair value of restricted stock awards is the market value of the stock on the date of grant. The effect of vesting conditions that apply only during the requisite service period is reflected by recognizing compensation cost only for the restricted stock awards for which the requisite service is rendered. As a result, we are required to estimate an expected forfeiture rate, as well as the probability that performance conditions that affect the vesting of certain stock-based awards will be achieved and only recognize expense for those shares expected to vest. We estimate that forfeiture rate based on historical experience of our stock-based awards that are granted, exercised and voluntarily canceled. If our actual forfeiture rate is materially different from our estimate, the stock-based compensation expense could be significantly different from what we have recorded in the current period. Our estimated forfeiture rate for restricted stock awards is 3.0%. | ||||||||||||||||
The following table summarizes the activity of unvested restricted stock awards under our stock plans from December 31, 2012 to September 30, 2013: | ||||||||||||||||
Shares | Weighted-Average Grant Date Fair Value | |||||||||||||||
Unvested at December 31, 2012 | 1,764,672 | $ | 8.5 | |||||||||||||
Granted | 840,750 | 10.84 | ||||||||||||||
Vested/released | (525,969 | ) | 8.58 | |||||||||||||
Forfeited | (61,665 | ) | 8.21 | |||||||||||||
Unvested at September 30, 2013 | 2,017,788 | $ | 9.46 | |||||||||||||
The weighted-average grant date fair value of restricted stock awards granted during the nine months ended September 30, 2013 and 2012 was $10.84 and $8.97, respectively. The aggregate fair value of restricted stock vested was $0.5 million and $5.7 million for the three and nine months ended September 30, 2013, respectively, and $1.1 million and $5.7 million for the three and nine months ended September 30, 2012, respectively. During the nine months ended September 30, 2013 and the year ended December 31, 2012, we issued 367,034 and 637,686 shares, respectively, of our common stock relating to the vesting of restricted stock awards. As of September 30, 2013, we had $14.5 million of unvested restricted stock, which we will recognize over a weighted-average recognition period of 2.1 years. | ||||||||||||||||
Stock Options | ||||||||||||||||
The fair value of stock options is estimated at the date of grant with the Black-Scholes option pricing model using various assumptions such as expected life, volatility, risk-free interest rate, dividend yield and forfeiture rates. The expected life of stock-based awards granted represents the period of time that they are expected to be outstanding and is estimated using historical data. Using the Black-Scholes option valuation model, we estimate the volatility of our common stock at the date of grant based on the historical volatility of our common stock. We base the risk-free interest rate used in the Black-Scholes option valuation model on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award. We have not historically paid any cash dividends on our common stock, and we do not anticipate paying any cash dividends in the foreseeable future. Consequently, we use an expected dividend yield of zero in the Black-Scholes option valuation model. We use historical data to estimate pre-vesting option forfeitures. Stock-based compensation is recorded for only those awards that are expected to vest. No stock options have been issued since the year ended December 31, 2005. | ||||||||||||||||
The following table summarizes the stock options activity under our stock plans from December 31, 2012 to September 30, 2013: | ||||||||||||||||
Options | Weighted- | Weighted-Average Remaining Contractual Life (in years) | Aggregate Intrinsic Value | |||||||||||||
Average Exercise Price | ||||||||||||||||
Options outstanding at December 31, 2012 | 87,168 | $ | 11.23 | |||||||||||||
Granted | — | — | ||||||||||||||
Exercised | — | — | ||||||||||||||
Expired | (77,168 | ) | 11.22 | |||||||||||||
Options outstanding and exercisable at September 30, 2013 | 10,000 | $ | 11.32 | 1.5 | $ | — | ||||||||||
As of September 30, 2013 and 2012, we had no remaining unvested stock options to be recorded as an expense for future periods. During the year ended December 31, 2012, we issued 109,167 shares of our common stock as a result of options exercised. No options were exercised during the nine months ended September 30, 2013. |
EARNINGS_PER_SHARE
EARNINGS PER SHARE | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
EARNINGS PER SHARE | ' | |||||||||||||||
EARNINGS PER SHARE | ||||||||||||||||
Basic and Diluted Earnings Per Share | ||||||||||||||||
Basic earnings per share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the period. The weighted-average number of common shares outstanding does not include any potentially dilutive securities or any unvested restricted shares of common stock. These unvested restricted shares, although classified as issued and outstanding at September 30, 2013 and 2012, are considered contingently returnable until the restrictions lapse and will not be included in the basic earnings per share calculation until the shares are vested. Unvested shares of our restricted stock do not contain nonforfeitable rights to dividends or dividend equivalents. | ||||||||||||||||
Diluted earnings per share includes the effect of all potentially dilutive securities on earnings per share. Our unvested restricted shares and stock options are potentially dilutive securities. The difference between basic and diluted weighted-average shares outstanding was the dilutive effect of unvested restricted shares and stock options for the three and nine months ended September 30, 2013 and 2012. | ||||||||||||||||
The following table represents a reconciliation of the shares used in the calculation of basic and diluted net income per share from continuing operations computations contained in our condensed consolidated financial statements (in thousands, except per share data): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Net income from continuing operations | $ | 4,845 | $ | 5,720 | $ | 20,134 | $ | 18,639 | ||||||||
Weighted-average shares outstanding - basic and diluted: | ||||||||||||||||
Weighted-average shares outstanding - basic | 46,313 | 47,297 | 46,202 | 47,949 | ||||||||||||
Add effect of dilutive securities: | ||||||||||||||||
Unvested restricted shares | 504 | 501 | 479 | 468 | ||||||||||||
Stock options | 1 | 2 | 4 | 7 | ||||||||||||
Weighted-average shares outstanding - diluted | 46,818 | 47,800 | 46,685 | 48,424 | ||||||||||||
Basic net income per share from continuing operations | $ | 0.1 | $ | 0.12 | $ | 0.44 | $ | 0.39 | ||||||||
Diluted net income per share from continuing operations | $ | 0.1 | $ | 0.12 | $ | 0.43 | $ | 0.38 | ||||||||
The weighted-average diluted common shares outstanding for the three and nine months ended September 30, 2013 excludes the effect of an aggregate of 91,000 and 60,574 restricted shares and out-of-the-money options, respectively, because their effect would be anti-dilutive. The weighted-average diluted common shares outstanding for the three and nine months ended September 30, 2012 excludes the effect of an aggregate of 84,668 and 128,165 restricted shares, out-of-the-money options and warrants, respectively, because their effect would be anti-dilutive. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
COMMITMENTS AND CONTINGENCIES | ' |
COMMITMENTS AND CONTINGENCIES | |
Litigation and Claims | |
State Telecommunications Excise Tax Matter | |
On March 19, 2013, we received notice of deficiencies from the New York State Department of Taxation and Finance, dated March 15, 2013, for telecommunications franchise and gross excise taxes assessed on our former subsidiary, Xpedite Systems, LLC, or Xpedite, for the tax years ended December 31, 2001 - 2006. The assessments totaled approximately $4.3 million as of March 4, 2013, including approximately $1.9 million in taxes and $2.4 million in accrued interest and penalties, on which interest continues to accrue. We believe we are adequately reserved for this matter. We plan to vigorously contest these assessments. However, if the New York State Department of Taxation’s assessment is sustained, the amount assessed could result in a material adjustment to our consolidated financial statements which would impact our cash flows and results of operations. We agreed to indemnify EasyLink for this matter in connection with our PGiSend sale. | |
State Corporate Tax Matter | |
On August 6, 2010, our former subsidiary, Xpedite, received a final determination from the New Jersey Division of Taxation upholding a corporate business tax audit assessment for the tax years ended December 31, 1998 through December 31, 2000 and December 31, 2002. The assessment totaled approximately $6.2 million as of August 15, 2010, including approximately $2.4 million in taxes and $3.8 million in accrued interest and penalties, on which interest continues to accrue. The assessment relates to the sourcing of Xpedite’s receipts for purposes of determining the amount of its income that is properly attributable to, and therefore taxable by, New Jersey. We are vigorously contesting the determination through a timely appeal that we filed with the Tax Court of New Jersey on November 2, 2010. We believe we are adequately reserved for this matter. However, if the New Jersey Division of Taxation’s final determination is sustained, the amount assessed could result in a material adjustment to our consolidated financial statements which would impact our cash flows and results of operations. We agreed to indemnify EasyLink for this matter in connection with our PGiSend sale. | |
Other Litigation and Claims | |
We are involved in other litigation matters and are subject to claims arising in the ordinary course of business that we do not believe will have a material adverse effect upon our business, financial condition or results of operations, although we can offer no assurance as to the ultimate outcome of any such matters. |
SEGMENT_REPORTING
SEGMENT REPORTING | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
SEGMENT REPORTING | ' | |||||||||||||||
SEGMENT REPORTING | ||||||||||||||||
We manage our operations on a geographic regional basis, with segments in North America, Europe and Asia Pacific. The accounting policies as described in the summary of significant accounting policies are applied consistently across our segments. Our North America segment is primarily comprised of operations in the United States and Canada. We present "Operating income" for each of our segments as a measure of segment profit. Our chief operating decision makers use operating income internally as a means of analyzing segment performance and believe that it more clearly represents our segment profit without the impact of income taxes and other non-operating items. Information concerning our continuing operations in our segments is as follows (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Net revenues: | ||||||||||||||||
North America | $ | 85,677 | $ | 83,988 | $ | 258,346 | $ | 254,257 | ||||||||
Europe | 27,591 | 25,542 | 83,945 | 78,060 | ||||||||||||
Asia Pacific | 17,302 | 16,362 | 49,949 | 47,193 | ||||||||||||
Consolidated | $ | 130,570 | $ | 125,892 | $ | 392,240 | $ | 379,510 | ||||||||
Operating income: | ||||||||||||||||
North America | $ | 1,011 | $ | 1,912 | $ | 8,197 | $ | 7,712 | ||||||||
Europe | 6,437 | 5,402 | 21,266 | 20,104 | ||||||||||||
Asia Pacific | 1,134 | 1,376 | 2,196 | 3,357 | ||||||||||||
Consolidated | $ | 8,582 | $ | 8,690 | $ | 31,659 | $ | 31,173 | ||||||||
CONSOLIDATED_STATEMENT_OF_CASH
CONSOLIDATED STATEMENT OF CASH FLOWS INFORMATION | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Supplemental Cash Flow Elements [Abstract] | ' | |||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS INFORMATION | ' | |||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS INFORMATION | ||||||||
Supplemental disclosures of cash flow information are as follows (in thousands): | ||||||||
Nine Months Ended September 30, | ||||||||
2013 | 2012 | |||||||
Cash paid for interest | $ | 3,521 | $ | 4,264 | ||||
Income tax payments | $ | 6,188 | $ | 5,150 | ||||
Income tax refunds | $ | 498 | $ | 1,626 | ||||
Capital lease additions | $ | 2,650 | $ | 1,587 | ||||
Capitalized interest | $ | 211 | $ | 158 | ||||
At September 30, 2013 and 2012, we had accrued capital expenditures in “Total current liabilities” in our condensed consolidated balance sheets of $2.1 million and $1.4 million, respectively. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Business Combinations [Abstract] | ' | |||||||||||
ACQUISITIONS | ' | |||||||||||
ACQUISITIONS | ||||||||||||
In accordance with ASC Topic 805, “Business Combinations," or ASC 805, we account for acquisitions by applying the acquisition method of accounting. The acquisition method of accounting requires, among other things, that the assets acquired and liabilities assumed in a business combination be measured at their fair values as of the closing date of the acquisition. | ||||||||||||
ACT | ||||||||||||
On September 4, 2013, we completed the acquisition of ACT, a U.S.-based global provider of integrated conferencing solutions, by acquiring all of ACT's outstanding stock via merger. This acquisition was not individually significant. The following table summarizes the preliminary consideration paid for ACT (in thousands): | ||||||||||||
Negotiated sales price | $ | 53,000 | ||||||||||
Preliminary working capital and other adjustments | (1,515 | ) | ||||||||||
Preliminary purchase price | $ | 51,485 | ||||||||||
We funded the acquisition through borrowings under our credit facility and incurred $0.9 million of direct transaction costs, which are recorded in acquisition-related costs for the three and nine months ended September 30, 2013. | ||||||||||||
ACT's financial results since its acquisition date of September 4, 2013 are primarily included in our North America segment, with immaterial operations included within our Europe and Asia Pacific segments. ACT contributed net revenues and net income from continuing operations of $3.7 million and $0.3 million, respectively, for both the three and nine months ended September 30, 2013, which are included in our condensed consolidated statements of operations. | ||||||||||||
Copper | ||||||||||||
On August 1, 2013, we acquired substantially all of the assets and assumed certain liabilities of the conferencing services business of The Himark Group, LLC d/b/a Copper Services, or Copper, a U.S.-based audio and web conferencing services provider. This acquisition was not individually significant. The following table summarizes the preliminary consideration paid for the assets and liabilities of this provider (in thousands): | ||||||||||||
Negotiated sales price | $ | 10,750 | ||||||||||
Preliminary working capital and other adjustments | (225 | ) | ||||||||||
Preliminary purchase price | $ | 10,525 | ||||||||||
We funded the acquisition through borrowings under our credit facility and incurred $0.4 million of direct transaction costs, which are recorded in acquisition-related costs for the three and nine months ended September 30, 2013. | ||||||||||||
Copper's financial results since its acquisition date of August 1, 2013 are included in our North America segment. Contributions to net revenues and net income from the Copper acquisition were not significant for the three and nine months ended September 30, 2013. | ||||||||||||
Preliminary Valuation of Asset and Liabilities | ||||||||||||
The preliminary fair values of the net tangible and intangible assets acquired and liabilities assumed in connection with these acquisitions have been recognized in our condensed consolidated balance sheets based upon their preliminary values at their respective acquisition dates, as set forth below. The excess of the purchase price over the preliminary net tangible and intangible assets was recorded as goodwill. The factors contributing to the recognition of goodwill are based on strategic and synergistic benefits that are expected to be realized from an expanded global customer base, including opportunities for us to sell our new software-as-a-service, or SaaS-based collaboration products to those customers, and opportunities to improve performance by leveraging best practices and operational expertise. The recognized goodwill for ACT is not expected to be deductible for income tax purposes. The recognized goodwill for Copper is expected to be deductible for income tax purposes. The preliminary fair values recorded were based upon preliminary valuations, and the estimates and assumptions used in such valuations are subject to change, which could be significant, within the measurement period (up to one year from the acquisition dates). The primary areas of the preliminary valuations that are not yet finalized relate to amounts for income taxes including, but not limited to, current tax accounts, deferred tax accounts, amounts for uncertain tax positions and net operating loss carryforwards inclusive of associated limitations and valuation allowances, amounts for state and local excise and sales tax contingencies, the fair values of certain tangible assets and liabilities acquired, certain legal matters, the determination of identifiable intangible assets and the final amount of residual goodwill. We expect to continue to obtain information to assist us in determining the fair values of the assets acquired and liabilities assumed at the acquisition dates during the measurement periods. The preliminary valuation of the assets acquired and liabilities assumed for these two acquisitions are as follows (in thousands): | ||||||||||||
ACT | Copper | Total 2013 Acquisitions | ||||||||||
Current Assets | ||||||||||||
Cash and equivalents | $ | 11,137 | $ | — | $ | 11,137 | ||||||
Accounts receivable | 9,463 | 1,155 | 10,618 | |||||||||
Prepaid expenses and other current assets | 2,187 | 302 | 2,489 | |||||||||
Income taxes receivable | 487 | — | 487 | |||||||||
Deferred income taxes, net | 1,792 | — | 1,792 | |||||||||
Total current assets | 25,066 | 1,457 | 26,523 | |||||||||
Property and equipment | 3,350 | — | 3,350 | |||||||||
Other Assets | ||||||||||||
Intangible assets | 29,700 | 7,200 | 36,900 | |||||||||
Deferred income taxes, net | 5,972 | — | 5,972 | |||||||||
Other assets | 3,020 | — | 3,020 | |||||||||
Total assets acquired | $ | 67,108 | $ | 8,657 | $ | 75,765 | ||||||
Current Liabilities | ||||||||||||
Accounts payable | $ | 1,700 | $ | 1,230 | $ | 2,930 | ||||||
Income taxes payable | 405 | — | 405 | |||||||||
Accrued taxes, other than income taxes | 4,514 | — | 4,514 | |||||||||
Accrued expenses | 7,294 | 255 | 7,549 | |||||||||
Total current liabilities | 13,913 | 1,485 | 15,398 | |||||||||
Long-Term Liabilities | ||||||||||||
Accrued expenses | 4,932 | — | 4,932 | |||||||||
Deferred income taxes, net | 9,168 | — | 9,168 | |||||||||
Total long term liabilities | 14,100 | — | 14,100 | |||||||||
Total liabilities assumed | 28,013 | 1,485 | 29,498 | |||||||||
Total identifiable net assets | 39,095 | 7,172 | 46,267 | |||||||||
Goodwill | 12,390 | 3,353 | 15,743 | |||||||||
Total net assets | $ | 51,485 | $ | 10,525 | $ | 62,010 | ||||||
Preliminary Valuation Adjustments | ||||||||||||
We performed a preliminary valuation of the assets and liabilities of both acquired companies at their respective acquisition dates. Significant adjustments as a result of the preliminary valuation and the bases for their determination are summarized as follows: | ||||||||||||
Indemnification asset - We recognized an indemnification asset of $4.1 million in connection with our ACT acquisition. Of this amount, $1.1 million is included in "Prepaid expenses and other current assets" and $3.0 million is included in "Other assets." The indemnification asset represents reimbursement we reasonably expect to receive from escrow funds currently held by a financial institution pursuant to the ACT purchase agreement. We recorded an offsetting uncertain tax position of $3.8 million and related interest payable of $0.3 million in connection with the recognition of the indemnification asset. The income tax contingency is included above in “Accrued expenses” under “Long-Term Liabilities.” | ||||||||||||
Property and equipment - An adjustment of $0.4 million was recorded to adjust the net book value of ACT property and equipment to fair value giving consideration to the highest and best use of the assets. The valuation of ACT's property and equipment was based on the cost approach. | ||||||||||||
Customer relationships - Customer relationships were the primary asset acquired in the ACT acquisition. We valued customer relationships using the income approach, specifically the multi-period excess earnings method. In determining the fair value of the customer relationships, the multi-period excess earnings approach values the intangible asset at the present value of the incremental after-tax cash flows attributable only to the customer relationship after deducting the contributory asset charges. The incremental after-tax cash flows attributable to the subject intangible asset are then discounted to their present value. Only expected sales from current customers as of the acquisition date were used. We assumed a customer attrition rate of revenue of approximately 15% for ACT, and 30% for Copper, both of which are supported by historical retention rates. Income taxes were estimated at approximately 34% and amounts were discounted using a rate of 15%. The customer relationships were preliminarily valued at $28.9 million for our ACT acquisition under this approach and will be amortized over 10 years. The customer relationships were valued at $6.4 million for Copper under this approach and will be amortized over five years. | ||||||||||||
Non-compete agreements - We valued non-compete agreements using the income approach, specifically based on the negative impact on the business that the individuals could have on revenue. The estimation is that the individuals subject to such agreements negatively impact 2.5% of the revenue of our ACT business if they were to violate the restrictive covenants. The non-compete agreements were valued at $0.8 million for the ACT acquisition under this approach and will be amortized over five years. The non-compete agreements were valued at $0.8 million for Copper under this approach, assuming the individuals subject to such agreements could negatively impact 10% of revenue, and will also be amortized over five years. | ||||||||||||
Deferred tax liabilities, net - An adjustment of $5.4 million was recorded to adjust deferred taxes for the preliminary fair value adjustments made in accounting for our ACT acquisition. | ||||||||||||
Preliminary Pre-Acquisition Contingencies Assumed | ||||||||||||
We have evaluated and continue to evaluate pre-acquisition contingencies relating to ACT that existed as of the acquisition date. Based on our evaluation to date, we have preliminarily determined that certain pre-acquisition contingencies are probable in nature and estimable as of the acquisition date. Accordingly, we have recorded our best estimates for these contingencies as part of the preliminary valuation of the assets and liabilities acquired from ACT. We continue to gather information relating to all pre-acquisition contingencies that we have assumed from ACT. Any changes to the pre-acquisition contingency amounts recorded during the measurement period will be included in the final valuation and related amounts recognized. Subsequent to the end of the measurement period, any adjustments to pre-acquisition contingency amounts will be reflected in our results of operations. |
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES (Policy) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Cash and Equivalents and Restricted Cash | ' |
Cash and Equivalents and Restricted Cash | |
Cash and equivalents consist of cash on hand. Cash balances that are legally restricted as to usage or withdrawal are separately included in “Prepaid expenses and other current assets” on our condensed consolidated balance sheets | |
Accounts Receivable and Allowance for Doubtful Accounts | ' |
Our allowance for doubtful accounts represents reserves for receivables that reduce accounts receivable to amounts expected to be collected. Management uses significant judgment in estimating uncollectible amounts. In estimating uncollectible amounts, management considers factors such as historical and anticipated customer payment performance and industry-specific economic conditions. Using these factors, management assigns reserves for uncollectible amounts by accounts receivable aging categories to specific customer accounts. | |
Property and Equipment | ' |
Property and Equipment | |
Property and equipment are recorded at cost. Depreciation is recorded under the straight-line method over the estimated useful lives of the assets, commencing when the assets are placed in service. | |
Amortization of assets recorded under capital leases is included in depreciation. Assets recorded under capital leases and leasehold improvements are depreciated over the shorter of their useful lives or the term of the related lease. | |
Research and Development | ' |
Research and Development | |
Research and development expenses primarily related to developing new services, features and enhancements to existing services that do not qualify for capitalization are expensed as incurred. | |
Software Development Costs | ' |
We amortize these capitalized costs on a straight-line basis over the estimated life of the related software, not to exceed five years. | |
Software Development Costs | |
We capitalize certain costs incurred to develop software features used as part of our service offerings within “Property and Equipment, Net” on our condensed consolidated balance sheets. | |
Goodwill | ' |
Goodwill | |
Goodwill is subject to an impairment assessment performed at the reporting unit level, at least annually and more frequently if indicators of impairment are identified. Our reporting units are our operating segments: North America, Europe and Asia Pacific. No impairment of goodwill was identified in the year ended December 31, 2012, the date of our most recent assessment. As of September 30, 2013, we are not aware of any events that would lead to an impairment; therefore, we do not believe that any of our reporting units are at risk of failing step one of the goodwill impairment test. | |
Cost Method Investments | ' |
This investment is subject to fluctuations in foreign currency exchange rates. | |
These three investments are accounted for under the cost method and are periodically assessed for other-than-temporary impairment using financial results, economic data and other quantitative and qualitative factors deemed applicable. In the event an other-than-temporary impairment occurs, an impairment loss equal to the difference between the cost basis and the fair value would be recognized. | |
These amounts were included as a component of “Other assets” on our condensed consolidated balance sheets for each period presented, except for the convertible promissory note, which was included as a component of “Prepaid expenses and other current assets” as of September 30, 2013. | |
Revenue Recognition | ' |
Revenue Recognition | |
We recognize revenues when persuasive evidence of an arrangement exists, services have been rendered, the price to the buyer is fixed or determinable and collectability is reasonably assured. Revenues from continuing operations consist primarily of usage fees which are generally billed on a per minute basis. To a lesser extent, we charge subscription-based and license fees and have fixed-period minimum revenue commitments. Revenues related to our virtual meeting solutions primarily consist of usage fees which are recognized ratably over the contracted term of the agreement. These revenues may also include set-up fees and maintenance and update fees, which are typically also recognized ratably over the life of the contract. Unbilled revenue consists of earned but unbilled revenue that results from non-calendar month billing cycles and the one-month lag time in billing related to certain of our services. Deferred revenue consists of payments made by customers in advance of the time services are rendered. Incremental direct costs incurred related to deferred revenue are deferred over the life of the contract and are recorded in “Prepaid expenses and other current assets” in our condensed consolidated balance sheets. | |
USF Charges | ' |
USF Charges | |
In accordance with Federal Communications Commission rules, we are required to contribute to the federal Universal Service Fund, or USF, for some of our solutions, which we recover from our applicable customers and remit to the Universal Service Administration Company. We present the USF charges that we collect and remit on a net basis, with both collections from our customers and the amounts we remit, recorded in "Net revenues" | |
Foreign Currency Translation | ' |
Foreign Currency Translation | |
The assets and liabilities of subsidiaries with a functional currency other than the U.S. Dollar are translated at rates of exchange existing at our condensed consolidated balance sheet dates. Revenues and expenses are translated at average rates of exchange prevailing during the year. The resulting translation adjustments are recorded in the “Accumulated other comprehensive income” component of shareholders’ equity. In addition, certain of our intercompany loans with foreign subsidiaries are considered to be permanently invested for the foreseeable future. Therefore, foreign currency exchange gains and losses related to these permanently invested balances are recorded in the “Accumulated other comprehensive income” component of shareholders’ equity in our condensed consolidated balance sheets. | |
Treasury Stock | ' |
Treasury Stock | |
All treasury stock transactions are recorded at cost, and all shares of treasury stock repurchased are retired | |
Preferred Stock | ' |
Under the terms of our amended and restated articles of incorporation, our board of directors is empowered to issue preferred stock without shareholder action. | |
Restructuring Costs | ' |
Restructuring Costs | |
Restructuring reserves are based on certain estimates and judgments related to severance and exit costs, contractual obligations and related costs and are recorded as “Restructuring costs” in our condensed consolidated statements of operations. See Note 3 to our condensed consolidated financial statements for additional information and related disclosures regarding our restructuring costs. | |
Acquisition-related Costs | ' |
Acquisition-related Costs | |
Acquisition-related costs reflected in our condensed consolidated statements of operations include, but are not limited to, transaction costs such as banking, legal, accounting and other professional fees directly related to acquisitions, termination and related costs for transitional and certain other employees, integration-related professional fees and other post-business combination expenses associated with our acquisitions. | |
Excise and Sales Tax | ' |
We believe we have appropriately accrued for these contingencies. In the event that actual results differ from these reserves, or new information becomes available, we may need to make adjustments, which could materially impact our financial condition and results of operations. In addition, states may disagree with our method of assessing and remitting such taxes, or additional states may subject us to inquiries regarding such taxes. | |
We have reserves for certain state excise and sales tax contingencies based on the likelihood of obligation. These contingencies are included in “Accrued taxes, other than income taxes” in our condensed consolidated balance sheets. | |
Excise and Sales Tax | |
Some of our solutions may be subject to telecommunications excise tax and sales taxes in states where we have not collected and remitted such taxes from our customers. | |
Income Taxes | ' |
Income Taxes | |
Income taxes are determined under the asset and liability method as required by Accounting Standards Codification, or ASC, 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are recognized based upon the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary items are expected to be recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not to be realized. To the extent we establish a valuation allowance or increase this allowance in a period, an expense is recorded within the income tax provision in our condensed consolidated statements of operations. Under current accounting principles, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. | |
Fair Value Measurements | ' |
Fair Value Measurements | |
Fair value is defined as an exit price representing the amount that would be received to sell an asset or paid to transfer a liability at the measurement date in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The fair value amounts for cash and equivalents, accounts receivable, net, and accounts payable and accrued expenses approximate carrying amounts due to the short maturities of these instruments. The estimated fair value of our long-term debt and capital lease obligations at September 30, 2013 and December 31, 2012 were based on expected future payments discounted using current interest rates offered to us on debt of the same remaining maturity and characteristics, including credit quality, and did not vary materially from carrying value. | |
New and Recently Adopted Accounting Pronouncements | ' |
New and Recently Adopted Accounting Pronouncements | |
In July 2013, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists,” which requires an unrecognized tax benefit to be presented as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward that the entity intends to use and is available for settlement at the reporting date. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. As the guidance is consistent with our current reporting practices, it will not have a material impact on our condensed consolidated financial position or results of operations. |
SIGNIFICANT_ACCOUNTING_POLICIE2
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||||||
Schedule of Restructuring Costs | ' | |||||||||||||||||||
The following table summarizes acquisition-related costs incurred during the three and nine months ended September 30, 2013: | ||||||||||||||||||||
Three Months Ended September 30, 2013 | Nine Months Ended September 30, 2013 | |||||||||||||||||||
Professional fees | $ | 1,287 | $ | 1,287 | ||||||||||||||||
Release of indemnification asset | 1,129 | 1,129 | ||||||||||||||||||
Integration-related costs | 389 | 628 | ||||||||||||||||||
Total acquisition-related costs | $ | 2,805 | $ | 3,044 | ||||||||||||||||
The components included in the reconciliation of the liability balances include costs related to our continuing and discontinued operations (in thousands): | ||||||||||||||||||||
Balance at | Provisions | Cash Payments | Non-cash | Balance at | ||||||||||||||||
31-Dec-12 | 30-Sep-13 | |||||||||||||||||||
Accrued restructuring costs: | ||||||||||||||||||||
Severance and exit costs | $ | 615 | $ | 406 | $ | (836 | ) | $ | 2 | $ | 187 | |||||||||
Contractual obligations | 541 | 35 | (322 | ) | (8 | ) | 246 | |||||||||||||
Total restructuring costs | $ | 1,156 | $ | 441 | $ | (1,158 | ) | $ | (6 | ) | $ | 433 | ||||||||
RESTRUCTURING_COSTS_Tables
RESTRUCTURING COSTS (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||||||||||
Schedule of Restructuring Costs | ' | |||||||||||||||||||
The following table summarizes acquisition-related costs incurred during the three and nine months ended September 30, 2013: | ||||||||||||||||||||
Three Months Ended September 30, 2013 | Nine Months Ended September 30, 2013 | |||||||||||||||||||
Professional fees | $ | 1,287 | $ | 1,287 | ||||||||||||||||
Release of indemnification asset | 1,129 | 1,129 | ||||||||||||||||||
Integration-related costs | 389 | 628 | ||||||||||||||||||
Total acquisition-related costs | $ | 2,805 | $ | 3,044 | ||||||||||||||||
The components included in the reconciliation of the liability balances include costs related to our continuing and discontinued operations (in thousands): | ||||||||||||||||||||
Balance at | Provisions | Cash Payments | Non-cash | Balance at | ||||||||||||||||
31-Dec-12 | 30-Sep-13 | |||||||||||||||||||
Accrued restructuring costs: | ||||||||||||||||||||
Severance and exit costs | $ | 615 | $ | 406 | $ | (836 | ) | $ | 2 | $ | 187 | |||||||||
Contractual obligations | 541 | 35 | (322 | ) | (8 | ) | 246 | |||||||||||||
Total restructuring costs | $ | 1,156 | $ | 441 | $ | (1,158 | ) | $ | (6 | ) | $ | 433 | ||||||||
DISCONTINUED_OPERATIONS_Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||||||||||
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures | ' | |||||||||||||||
The following amounts associated with our discontinued businesses, as further discussed below, have been segregated from continuing operations and are reflected as discontinued operations for the three and nine months ended September 30, 2013 and 2012 (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Net revenue from discontinued operations | $ | — | $ | — | $ | — | $ | — | ||||||||
Operating loss | (224 | ) | (39 | ) | (481 | ) | (361 | ) | ||||||||
Interest expense | (58 | ) | (48 | ) | (173 | ) | (144 | ) | ||||||||
Loss from disposal | (6 | ) | (7 | ) | (6 | ) | (9 | ) | ||||||||
Income tax benefit | 106 | 33 | 242 | 180 | ||||||||||||
Loss from discontinued operations, net of taxes | $ | (182 | ) | $ | (61 | ) | $ | (418 | ) | $ | (334 | ) |
GOODWILL_AND_INTANGIBLE_ASSETS1
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||
Schedule of Goodwill by Reportable Business Segment | ' | |||||||||||||||||||||||
Goodwill by reportable business segments from December 31, 2012 to September 30, 2013 (in thousands): | ||||||||||||||||||||||||
North America | Europe | Asia Pacific | Total | |||||||||||||||||||||
Goodwill: | ||||||||||||||||||||||||
Gross value at December 31, 2012 | $ | 364,563 | $ | 20,216 | $ | 5,417 | $ | 390,196 | ||||||||||||||||
Accumulated impairment losses | (92,423 | ) | — | — | (92,423 | ) | ||||||||||||||||||
Carrying value at December 31, 2012 | 272,140 | 20,216 | 5,417 | 297,773 | ||||||||||||||||||||
Acquisitions | 12,172 | 2,252 | 1,319 | 15,743 | ||||||||||||||||||||
Impact of currency fluctuations | (871 | ) | (1,267 | ) | (470 | ) | (2,608 | ) | ||||||||||||||||
Carrying value at September 30, 2013 | $ | 283,441 | $ | 21,201 | $ | 6,266 | $ | 310,908 | ||||||||||||||||
Schedule of Other Intangible Assets | ' | |||||||||||||||||||||||
Summarized below are the carrying value and accumulated amortization, if applicable, by intangible asset class (in thousands): | ||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||||||
Gross Carrying Value | Accumulated Amortization | Net Carrying Value | Gross Carrying Value | Accumulated Amortization | Net Carrying Value | |||||||||||||||||||
Other intangible assets: | ||||||||||||||||||||||||
Customer lists | $ | 101,475 | $ | (62,113 | ) | $ | 39,362 | $ | 65,888 | $ | (60,957 | ) | $ | 4,931 | ||||||||||
Non-compete agreements | 7,295 | (5,725 | ) | 1,570 | 5,756 | (5,593 | ) | 163 | ||||||||||||||||
Developed technology | 1,000 | (1,000 | ) | — | 1,000 | (1,000 | ) | — | ||||||||||||||||
Other | 3,378 | (1,202 | ) | 2,176 | 3,193 | (903 | ) | 2,290 | ||||||||||||||||
Total other intangible assets | $ | 113,148 | $ | (70,040 | ) | $ | 43,108 | $ | 75,837 | $ | (68,453 | ) | $ | 7,384 | ||||||||||
Schedule of Estimated Future Annual Amortization Expense Related to Other Intangible Assets | ' | |||||||||||||||||||||||
Estimated annual amortization expense of our other intangible assets for the next five years is as follows (in thousands): | ||||||||||||||||||||||||
Year | Estimated Annual | |||||||||||||||||||||||
Amortization Expense | ||||||||||||||||||||||||
2013 | $ | 3,135 | ||||||||||||||||||||||
2014 | $ | 5,644 | ||||||||||||||||||||||
2015 | $ | 5,640 | ||||||||||||||||||||||
2016 | $ | 5,380 | ||||||||||||||||||||||
2017 | $ | 5,380 | ||||||||||||||||||||||
INDEBTEDNESS_Tables
INDEBTEDNESS (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Long-term Debt and Capital Lease Obligations | ' | |||||||
Long-term debt and capital lease obligations at September 30, 2013 and December 31, 2012 are as follows (in thousands): | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Borrowings on credit facility | $ | 220,297 | $ | 178,062 | ||||
Capital lease obligations | 4,969 | 4,907 | ||||||
Subtotal | 225,266 | 182,969 | ||||||
Less current portion | (2,124 | ) | (3,137 | ) | ||||
Total long-term debt and capital lease obligations | $ | 223,142 | $ | 179,832 | ||||
EQUITYBASED_COMPENSATION_Table
EQUITY-BASED COMPENSATION (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||
Schedule of Equity-based Compensation Expense for Restricted Stock Awards and Non-Qualified Stock Options | ' | |||||||||||||||
The following table presents total equity-based compensation expense for restricted stock awards included in the line items below in our condensed consolidated statements of operations (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Cost of revenues | $ | 142 | $ | 103 | $ | 444 | $ | 370 | ||||||||
Selling and marketing | 571 | 270 | 1,712 | 1,054 | ||||||||||||
Research and development | 222 | 138 | 651 | 414 | ||||||||||||
General and administrative | 1,123 | 1,418 | 2,887 | 4,275 | ||||||||||||
Equity-based compensation expense | $ | 2,058 | $ | 1,929 | $ | 5,694 | $ | 6,113 | ||||||||
Schedule of Unvested Restricted Stock Awards | ' | |||||||||||||||
The following table summarizes the activity of unvested restricted stock awards under our stock plans from December 31, 2012 to September 30, 2013: | ||||||||||||||||
Shares | Weighted-Average Grant Date Fair Value | |||||||||||||||
Unvested at December 31, 2012 | 1,764,672 | $ | 8.5 | |||||||||||||
Granted | 840,750 | 10.84 | ||||||||||||||
Vested/released | (525,969 | ) | 8.58 | |||||||||||||
Forfeited | (61,665 | ) | 8.21 | |||||||||||||
Unvested at September 30, 2013 | 2,017,788 | $ | 9.46 | |||||||||||||
Summary of Stock Options Activity | ' | |||||||||||||||
The following table summarizes the stock options activity under our stock plans from December 31, 2012 to September 30, 2013: | ||||||||||||||||
Options | Weighted- | Weighted-Average Remaining Contractual Life (in years) | Aggregate Intrinsic Value | |||||||||||||
Average Exercise Price | ||||||||||||||||
Options outstanding at December 31, 2012 | 87,168 | $ | 11.23 | |||||||||||||
Granted | — | — | ||||||||||||||
Exercised | — | — | ||||||||||||||
Expired | (77,168 | ) | 11.22 | |||||||||||||
Options outstanding and exercisable at September 30, 2013 | 10,000 | $ | 11.32 | 1.5 | $ | — | ||||||||||
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Schedule of Earnings Per Share Reconciliation | ' | |||||||||||||||
The following table represents a reconciliation of the shares used in the calculation of basic and diluted net income per share from continuing operations computations contained in our condensed consolidated financial statements (in thousands, except per share data): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Net income from continuing operations | $ | 4,845 | $ | 5,720 | $ | 20,134 | $ | 18,639 | ||||||||
Weighted-average shares outstanding - basic and diluted: | ||||||||||||||||
Weighted-average shares outstanding - basic | 46,313 | 47,297 | 46,202 | 47,949 | ||||||||||||
Add effect of dilutive securities: | ||||||||||||||||
Unvested restricted shares | 504 | 501 | 479 | 468 | ||||||||||||
Stock options | 1 | 2 | 4 | 7 | ||||||||||||
Weighted-average shares outstanding - diluted | 46,818 | 47,800 | 46,685 | 48,424 | ||||||||||||
Basic net income per share from continuing operations | $ | 0.1 | $ | 0.12 | $ | 0.44 | $ | 0.39 | ||||||||
Diluted net income per share from continuing operations | $ | 0.1 | $ | 0.12 | $ | 0.43 | $ | 0.38 | ||||||||
SEGMENT_REPORTING_Tables
SEGMENT REPORTING (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Summary of Financial Information by Segment | ' | |||||||||||||||
Information concerning our continuing operations in our segments is as follows (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Net revenues: | ||||||||||||||||
North America | $ | 85,677 | $ | 83,988 | $ | 258,346 | $ | 254,257 | ||||||||
Europe | 27,591 | 25,542 | 83,945 | 78,060 | ||||||||||||
Asia Pacific | 17,302 | 16,362 | 49,949 | 47,193 | ||||||||||||
Consolidated | $ | 130,570 | $ | 125,892 | $ | 392,240 | $ | 379,510 | ||||||||
Operating income: | ||||||||||||||||
North America | $ | 1,011 | $ | 1,912 | $ | 8,197 | $ | 7,712 | ||||||||
Europe | 6,437 | 5,402 | 21,266 | 20,104 | ||||||||||||
Asia Pacific | 1,134 | 1,376 | 2,196 | 3,357 | ||||||||||||
Consolidated | $ | 8,582 | $ | 8,690 | $ | 31,659 | $ | 31,173 | ||||||||
CONSOLIDATED_STATEMENT_OF_CASH1
CONSOLIDATED STATEMENT OF CASH FLOWS INFORMATION (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Supplemental Cash Flow Elements [Abstract] | ' | |||||||
Schedule of Supplemental Cash Flow Information | ' | |||||||
Supplemental disclosures of cash flow information are as follows (in thousands): | ||||||||
Nine Months Ended September 30, | ||||||||
2013 | 2012 | |||||||
Cash paid for interest | $ | 3,521 | $ | 4,264 | ||||
Income tax payments | $ | 6,188 | $ | 5,150 | ||||
Income tax refunds | $ | 498 | $ | 1,626 | ||||
Capital lease additions | $ | 2,650 | $ | 1,587 | ||||
Capitalized interest | $ | 211 | $ | 158 | ||||
ACQUISITIONS_Tables
ACQUISITIONS (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Business Combinations [Abstract] | ' | |||||||||||
Schedule of Business Acquisitions, Preliminary Consideration Paid | ' | |||||||||||
The following table summarizes the preliminary consideration paid for the assets and liabilities of this provider (in thousands): | ||||||||||||
Negotiated sales price | $ | 10,750 | ||||||||||
Preliminary working capital and other adjustments | (225 | ) | ||||||||||
Preliminary purchase price | $ | 10,525 | ||||||||||
The following table summarizes the preliminary consideration paid for ACT (in thousands): | ||||||||||||
Negotiated sales price | $ | 53,000 | ||||||||||
Preliminary working capital and other adjustments | (1,515 | ) | ||||||||||
Preliminary purchase price | $ | 51,485 | ||||||||||
Schedule of Business Acquisition, Preliminary Valuation of Assets Acquired and Liabilities Assumed | ' | |||||||||||
The preliminary valuation of the assets acquired and liabilities assumed for these two acquisitions are as follows (in thousands): | ||||||||||||
ACT | Copper | Total 2013 Acquisitions | ||||||||||
Current Assets | ||||||||||||
Cash and equivalents | $ | 11,137 | $ | — | $ | 11,137 | ||||||
Accounts receivable | 9,463 | 1,155 | 10,618 | |||||||||
Prepaid expenses and other current assets | 2,187 | 302 | 2,489 | |||||||||
Income taxes receivable | 487 | — | 487 | |||||||||
Deferred income taxes, net | 1,792 | — | 1,792 | |||||||||
Total current assets | 25,066 | 1,457 | 26,523 | |||||||||
Property and equipment | 3,350 | — | 3,350 | |||||||||
Other Assets | ||||||||||||
Intangible assets | 29,700 | 7,200 | 36,900 | |||||||||
Deferred income taxes, net | 5,972 | — | 5,972 | |||||||||
Other assets | 3,020 | — | 3,020 | |||||||||
Total assets acquired | $ | 67,108 | $ | 8,657 | $ | 75,765 | ||||||
Current Liabilities | ||||||||||||
Accounts payable | $ | 1,700 | $ | 1,230 | $ | 2,930 | ||||||
Income taxes payable | 405 | — | 405 | |||||||||
Accrued taxes, other than income taxes | 4,514 | — | 4,514 | |||||||||
Accrued expenses | 7,294 | 255 | 7,549 | |||||||||
Total current liabilities | 13,913 | 1,485 | 15,398 | |||||||||
Long-Term Liabilities | ||||||||||||
Accrued expenses | 4,932 | — | 4,932 | |||||||||
Deferred income taxes, net | 9,168 | — | 9,168 | |||||||||
Total long term liabilities | 14,100 | — | 14,100 | |||||||||
Total liabilities assumed | 28,013 | 1,485 | 29,498 | |||||||||
Total identifiable net assets | 39,095 | 7,172 | 46,267 | |||||||||
Goodwill | 12,390 | 3,353 | 15,743 | |||||||||
Total net assets | $ | 51,485 | $ | 10,525 | $ | 62,010 | ||||||
BASIS_OF_PRESENTATION_Details
BASIS OF PRESENTATION (Details) | 9 Months Ended |
Sep. 30, 2013 | |
segment | |
country | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Number of years in virtual meeting technology | '20 years |
Number of countries in which entity operates | 25 |
Number of operating segments | 3 |
SIGNIFICANT_ACCOUNTING_POLICIE3
SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | |||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Mar. 31, 2013 | Sep. 30, 2012 | Jun. 30, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
investment | Investment in Cloud Solutions Provider [Member] | Investment in Cloud Service Marketplace Company [Member] | Investment in Conferencing Company [Member] | Furniture and Fixtures [Member] | Furniture and Fixtures [Member] | Software [Member] | Software [Member] | Computer, Communication and Network Equipment [Member] | Computer, Communication and Network Equipment [Member] | |||||
Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | |||||||||
Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted cash | $0 | ' | $0 | ' | $600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unbilled revenue within accounts receivable | 8,700,000 | ' | 8,700,000 | ' | 6,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Provision for doubtful accounts | -100,000 | 300,000 | 214,000 | 828,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property and equipment, estimated useful life (in years) | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | '7 years | '2 years | '5 years | '3 years | '10 years |
Property and equipment, accumulated depreciation | 152,800,000 | ' | 152,800,000 | ' | 134,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Software development cost capitalized | 4,800,000 | 3,600,000 | 13,100,000 | 11,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Software development cost, amortization period (in years) | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capitalized software depreciation expense | 3,500,000 | 3,200,000 | 10,000,000 | 9,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment accounted for under cost method investment | 2,900,000 | ' | 2,900,000 | ' | 1,900,000 | 1,000,000 | 1,000,000 | 1,000,000 | ' | ' | ' | ' | ' | ' |
Interest earned on cost method investment (as a percent) | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of cost method investments (in investments) | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
USF charges | 6,500,000 | 7,400,000 | 20,900,000 | 24,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares repurchased | ' | ' | 16,000 | 1,990,843 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock repurchase program, value of shares repurchased | ' | ' | 200,000 | 17,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Treasury Stock Acquired, Average Cost Per Share | ' | ' | $10.52 | $8.88 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares withheld in satisfaction of employee tax withholding obligations | ' | ' | 147,142 | 192,883 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount remitted related to tax withholding for share-based compensation | ' | ' | 1,900,000 | 1,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | 5,000,000 | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, par or stated value per share | $0.01 | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Excise and sales tax paid | ' | ' | 700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
State excise and sales tax reserve | 6,000,000 | ' | 6,000,000 | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income tax expense | 2,072,000 | 855,000 | 6,821,000 | 6,618,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Release of certain unrecognized tax benefits | 1,000,000 | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized tax benefits | 9,000,000 | ' | 9,000,000 | ' | 5,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized tax benefits that would affect effective tax rate, if recognized | 7,500,000 | ' | 7,500,000 | ' | 4,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in valuation allowance | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allowance for Doubtful Accounts Receivable, Charge-offs | ($100,000) | $300,000 | $300,000 | $700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
SIGNIFICANT_ACCOUNTING_POLICIE4
SIGNIFICANT ACCOUNTING POLICIES (Acquisition-related Costs) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Total acquisition-related costs | $2,805 | $0 | $3,044 | $0 |
ACT and Copper [Member] | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Total acquisition-related costs | 2,805 | ' | 3,044 | ' |
Professional fees [Member] | ACT and Copper [Member] | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Total acquisition-related costs | 1,287 | ' | 1,287 | ' |
Release of indemnification asset [Member] | ACT and Copper [Member] | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Total acquisition-related costs | 1,129 | ' | 1,129 | ' |
Integration-related costs [Member] | ACT and Copper [Member] | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Total acquisition-related costs | $389 | ' | $628 | ' |
RESTRUCTURING_COSTS_Narrative_
RESTRUCTURING COSTS (Narrative) (Details) (USD $) | 9 Months Ended | 9 Months Ended | 12 Months Ended | 21 Months Ended | 9 Months Ended | 12 Months Ended | 45 Months Ended | 9 Months Ended | 12 Months Ended | 57 Months Ended | 45 Months Ended | 57 Months Ended | 21 Months Ended | 45 Months Ended | 57 Months Ended | 12 Months Ended | ||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2010 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2009 | Dec. 31, 2009 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2010 | Dec. 31, 2010 | |
2012 Realignment [Member] | 2012 Realignment [Member] | 2012 Realignment [Member] | 2012 Realignment [Member] | 2012 Realignment [Member] | 2010 Realignment [Member] | 2010 Realignment [Member] | 2010 Realignment [Member] | 2010 Realignment [Member] | 2010 Realignment [Member] | 2009 Realignment [Member] | 2009 Realignment [Member] | 2009 Realignment [Member] | 2009 Realignment [Member] | 2009 Realignment [Member] | 2009 Realignment [Member] | Lease Termination [Member] | Lease Termination [Member] | Lease Termination [Member] | Lease Termination [Member] | Severance and Exit Costs [Member] | Severance and Exit Costs [Member] | Severance and Exit Costs [Member] | Severance and Exit Costs [Member] | Severance and Exit Costs [Member] | Marketing Efforts Abandoned [Member] | Reorganization of Operating Structure [Member] | ||||
position | North America [Member] | Europe [Member] | Asia Pacific [Member] | position | North America [Member] | Europe [Member] | Asia Pacific [Member] | position | North America [Member] | North America [Member] | Europe [Member] | Asia Pacific [Member] | 2010 Realignment [Member] | 2009 Realignment [Member] | 2012 Realignment [Member] | 2010 Realignment [Member] | 2009 Realignment [Member] | 2010 Realignment [Member] | 2010 Realignment [Member] | |||||||||||
North America and Europe [Member] | ||||||||||||||||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments for restructuring costs | $1,158,000 | $1,887,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Approximate number of positions eliminated | ' | ' | ' | ' | 50 | ' | ' | ' | ' | 165 | ' | ' | ' | ' | 500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Severance costs | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring expense to date | ' | ' | ' | ' | ' | 1,100,000 | 900,000 | 400,000 | ' | ' | 7,700,000 | 2,300,000 | 1,200,000 | ' | ' | ' | 12,400,000 | 6,000,000 | 600,000 | ' | ' | 600,000 | 4,400,000 | ' | ' | 2,400,000 | 9,200,000 | 14,600,000 | ' | ' |
Restructuring reserve | 433,000 | ' | 1,156,000 | 200,000 | ' | ' | ' | ' | 0 | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | 246,000 | 541,000 | ' | ' | 187,000 | 615,000 | ' | ' | ' | ' | ' |
Asset impairment related to restructuring | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business exit costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 900,000 | 500,000 |
Adjustment to reduce severance and exit cost | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period in which reserves will be paid (in years) | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accelerated restricted stock fair market value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $200,000 | ' | ' | ' | ' | $200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
RESTRUCTURING_COSTS_Schedule_o
RESTRUCTURING COSTS (Schedule of Restructuring Costs) (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Restructuring Reserve [Roll Forward] | ' |
Beginning balance | $1,156,000 |
Provisions | 441,000 |
Cash Payments | -1,158,000 |
Non-cash | -6,000 |
Ending balance | 433,000 |
Severance and Exit Costs [Member] | ' |
Restructuring Reserve [Roll Forward] | ' |
Beginning balance | 615,000 |
Provisions | 406,000 |
Cash Payments | -836,000 |
Non-cash | 2,000 |
Ending balance | 187,000 |
Contractual Obligations [Member] | ' |
Restructuring Reserve [Roll Forward] | ' |
Beginning balance | 541,000 |
Provisions | 35,000 |
Cash Payments | -322,000 |
Non-cash | -8,000 |
Ending balance | $246,000 |
DISCONTINUED_OPERATIONS_Schedu
DISCONTINUED OPERATIONS (Schedule of Discontinued Operations) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Discontinued Operations and Disposal Groups [Abstract] | ' | ' | ' | ' |
Net revenue from discontinued operations | $0 | $0 | $0 | $0 |
Operating loss | -224 | -39 | -481 | -361 |
Interest expense | -58 | -48 | -173 | -144 |
Loss from disposal | -6 | -7 | -6 | -9 |
Income tax benefit | 106 | 33 | 242 | 180 |
Loss from discontinued operations, net of taxes | ($182) | ($61) | ($418) | ($334) |
GOODWILL_AND_INTANGIBLE_ASSETS2
GOODWILL AND INTANGIBLE ASSETS (Narrative) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 |
Minimum [Member] | Maximum [Member] | Domain Names [Member] | Trade Names [Member] | Noncompete Agreements [Member] | Noncompete Agreements [Member] | Noncompete Agreements [Member] | Customer Lists [Member] | Customer Lists [Member] | Customer Lists [Member] | |||
ACT and Copper [Member] | ACT and Copper [Member] | |||||||||||
Indefinite-lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Patent and trademark fees | $1,100,000 | $900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other intangible assets, net | 41,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other intangible assets useful life (in years) | ' | ' | '1 year | '20 years | ' | ' | ' | ' | ' | ' | ' | ' |
Other intangible assets | ' | ' | ' | ' | 400,000 | 900,000 | ' | ' | ' | ' | ' | ' |
Net carrying value | $43,108,000 | $7,384,000 | ' | ' | ' | ' | $1,570,000 | $163,000 | $1,600,000 | $39,362,000 | $4,931,000 | $35,300,000 |
GOODWILL_AND_INTANGIBLE_ASSETS3
GOODWILL AND INTANGIBLE ASSETS (Schedule of Goodwill by Reportable Business Segment) (Details) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Goodwill [Line Items] | ' |
Goodwill gross value | $390,196 |
Accumulated impairment losses | -92,423 |
Goodwill carrying value at beginning of period | 297,773 |
Acquisitions | 15,743 |
Impact of currency fluctuations | -2,608 |
Goodwill carrying value at end of period | 310,908 |
North America [Member] | ' |
Goodwill [Line Items] | ' |
Goodwill gross value | 364,563 |
Accumulated impairment losses | -92,423 |
Goodwill carrying value at beginning of period | 272,140 |
Acquisitions | 12,172 |
Impact of currency fluctuations | -871 |
Goodwill carrying value at end of period | 283,441 |
Europe [Member] | ' |
Goodwill [Line Items] | ' |
Goodwill gross value | 20,216 |
Accumulated impairment losses | 0 |
Goodwill carrying value at beginning of period | 20,216 |
Acquisitions | 2,252 |
Impact of currency fluctuations | -1,267 |
Goodwill carrying value at end of period | 21,201 |
Asia Pacific [Member] | ' |
Goodwill [Line Items] | ' |
Goodwill gross value | 5,417 |
Accumulated impairment losses | 0 |
Goodwill carrying value at beginning of period | 5,417 |
Acquisitions | 1,319 |
Impact of currency fluctuations | -470 |
Goodwill carrying value at end of period | $6,266 |
GOODWILL_AND_INTANGIBLE_ASSETS4
GOODWILL AND INTANGIBLE ASSETS (Schedule of Other Intangible Assets) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Finite Lived And Indefinite Intangible Assets [Line Items] | ' | ' |
Gross Carrying Value | $113,148 | $75,837 |
Accumulated Amortization | -70,040 | -68,453 |
Net Carrying Value | 43,108 | 7,384 |
Customer Lists [Member] | ' | ' |
Finite Lived And Indefinite Intangible Assets [Line Items] | ' | ' |
Gross Carrying Value | 101,475 | 65,888 |
Accumulated Amortization | -62,113 | -60,957 |
Net Carrying Value | 39,362 | 4,931 |
Non-compete agreements [Member] | ' | ' |
Finite Lived And Indefinite Intangible Assets [Line Items] | ' | ' |
Gross Carrying Value | 7,295 | 5,756 |
Accumulated Amortization | -5,725 | -5,593 |
Net Carrying Value | 1,570 | 163 |
Developed technology [Member] | ' | ' |
Finite Lived And Indefinite Intangible Assets [Line Items] | ' | ' |
Gross Carrying Value | 1,000 | 1,000 |
Accumulated Amortization | -1,000 | -1,000 |
Net Carrying Value | 0 | 0 |
Other [Member] | ' | ' |
Finite Lived And Indefinite Intangible Assets [Line Items] | ' | ' |
Gross Carrying Value | 3,378 | 3,193 |
Accumulated Amortization | -1,202 | -903 |
Net Carrying Value | $2,176 | $2,290 |
GOODWILL_AND_INTANGIBLE_ASSETS5
GOODWILL AND INTANGIBLE ASSETS (Schedule of Other Intangible Assets Amortization Expense) (Details) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
2013 | $3,135 |
2014 | 5,644 |
2015 | 5,640 |
2016 | 5,380 |
2017 | $5,380 |
INDEBTEDNESS_Narrative_Details
INDEBTEDNESS (Narrative) (Details) (USD $) | 9 Months Ended | 0 Months Ended | ||||||||
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 27, 2013 | Aug. 26, 2013 | Aug. 27, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Base Rate Loans [Member] | London Interbank Offerd Rate Loans [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | ||
Line Of Credit Revolver [Member] | Line of Credit Term A Loan [Member] | Credit Facility Accordian Feature [Member] | ||||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Issuance Cost | ' | ' | ' | ' | ' | ' | $1,300,000 | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | $475,000,000 | $400,000,000 | $300,000,000 | ' | $350,000,000 | $50,000,000 | $75,000,000 |
Percentage of issued and outstanding stock pledged of foreign subsidiaries as collateral for credit facility | 65.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Applicable percentage | ' | 1.00% | 2.00% | ' | ' | ' | ' | ' | ' | ' |
Interest rate at end of period (as a percent) | ' | ' | 2.22% | ' | ' | ' | ' | ' | ' | ' |
Unused capacity, commitment fee percentage | 0.30% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
INDEBTEDNESS_Schedule_of_Longt
INDEBTEDNESS (Schedule of Long-term Debt and Capital Lease Obligations) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ' | ' |
Borrowings on credit facility | $220,297 | $178,062 |
Capital lease obligations | 4,969 | 4,907 |
Subtotal | 225,266 | 182,969 |
Less current portion | -2,124 | -3,137 |
Total long-term debt and capital lease obligations | $223,142 | $179,832 |
EQUITYBASED_COMPENSATION_Narra
EQUITY-BASED COMPENSATION (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ' | ' | ' | ' |
Estimated forfeiture rate (as a percent) | ' | ' | 3.00% | ' | ' |
Weighted average fair value of restricted shares per share granted (in dollars per share) | ' | ' | $10.84 | $8.97 | ' |
Aggregate fair value of stock vested | $0.50 | $1.10 | $5.70 | $5.70 | ' |
Shares issued relating to vesting of restricted stock awards (in shares) | ' | ' | 367,034 | ' | 637,686 |
Value of unvested restricted stock | $14.50 | ' | $14.50 | ' | ' |
Weighted-average recognition period for unvested restricted stock (in years) | ' | ' | '2 years 1 month 6 days | ' | ' |
Shares issued upon exercise of options | ' | ' | 0 | ' | 109,167 |
EQUITYBASED_COMPENSATION_Sched
EQUITY-BASED COMPENSATION (Schedule of Equity-based Compensation Expense for Restricted Stock Awards and Non-Qualified Stock Options) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Equity-based compensation expense | $2,058 | $1,929 | $5,694 | $6,113 |
Cost of revenues [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Equity-based compensation expense | 142 | 103 | 444 | 370 |
Selling and marketing [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Equity-based compensation expense | 571 | 270 | 1,712 | 1,054 |
Research and development [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Equity-based compensation expense | 222 | 138 | 651 | 414 |
General and administrative [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Equity-based compensation expense | $1,123 | $1,418 | $2,887 | $4,275 |
EQUITYBASED_COMPENSATION_Sched1
EQUITY-BASED COMPENSATION (Schedule of Share-based Compensation Restricted Stock Units Award Activity) (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Shares | ' | ' |
Balance | 1,764,672 | ' |
Granted | 840,750 | ' |
Vested/released | -525,969 | ' |
Forfeited | -61,665 | ' |
Balance | 2,017,788 | ' |
Weighted-Average Grant Date Fair Value (in dollars per share) | ' | ' |
Balance | $8.50 | ' |
Granted | $10.84 | $8.97 |
Vested/released | $8.58 | ' |
Forfeited | $8.21 | ' |
Balance | $9.46 | ' |
EQUITYBASED_COMPENSATION_Sched2
EQUITY-BASED COMPENSATION (Schedule of Stock Option Activity) (Details) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Options (in shares) | ' | ' |
Options outstanding at beginning of period | 87,168 | ' |
Granted | 0 | ' |
Exercised | 0 | -109,167 |
Expired | -77,168 | ' |
Options outstanding and exercisable at end of period | 10,000 | ' |
Weighted-Average Exercise Price (in dollars per share) | ' | ' |
Options outstanding at beginning of period | $11.23 | ' |
Granted | $0 | ' |
Exercised | $0 | ' |
Expired | $11.22 | ' |
Options outstanding and exercisable at end of period | $11.32 | ' |
Weighted-Average Remaining Contractual Life (in years) | '1 year 6 months | ' |
Aggregate Intrinsic Value | $0 | ' |
EARNINGS_PER_SHARE_Details
EARNINGS PER SHARE (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | ||||
Earnings Per Share [Abstract] | ' | ' | ' | ' | ||||
Net income from continuing operations | $4,845 | $5,720 | $20,134 | $18,639 | ||||
Weighted-average shares outstanding - basic | 46,313,000 | 47,297,000 | 46,202,000 | 47,949,000 | ||||
Add effect of dilutive securities: | ' | ' | ' | ' | ||||
Unvested restricted shares | 504,000 | 501,000 | 479,000 | 468,000 | ||||
Stock options | 1,000 | 2,000 | 4,000 | 7,000 | ||||
Weighted-average shares outstanding - diluted | 46,818,000 | 47,800,000 | 46,685,000 | 48,424,000 | ||||
Basic net income per share from continuing operations | $0.10 | [1] | $0.12 | [1] | $0.44 | [1] | $0.39 | [1] |
Diluted net income per share from continuing operations | $0.10 | [1] | $0.12 | [1] | $0.43 | [1] | $0.38 | [1] |
Anti-dilutive shares excluded from diluted shares outstanding | 91,000 | 84,668 | 60,574 | 128,165 | ||||
[1] | Column totals may not sum due to the effect of rounding on EPS. |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) (USD $) | 0 Months Ended | |
In Millions, unless otherwise specified | Mar. 04, 2013 | Aug. 15, 2010 |
New York State Department of Taxation and Finance [Member] | New Jersey Division of Taxation [Member] | |
Income Tax Contingency [Line Items] | ' | ' |
Tax assessed | $4.30 | $6.20 |
Contingent taxes owed | 1.9 | 2.4 |
Contingent interest and penalties owed | $2.40 | $3.80 |
SEGMENT_REPORTING_Schedule_of_
SEGMENT REPORTING (Schedule of Financial Data by Reporting Segment) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net revenues | $130,570 | $125,892 | $392,240 | $379,510 |
Operating income | 8,582 | 8,690 | 31,659 | 31,173 |
North America [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net revenues | 85,677 | 83,988 | 258,346 | 254,257 |
Operating income | 1,011 | 1,912 | 8,197 | 7,712 |
Europe [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net revenues | 27,591 | 25,542 | 83,945 | 78,060 |
Operating income | 6,437 | 5,402 | 21,266 | 20,104 |
Asia Pacific [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net revenues | 17,302 | 16,362 | 49,949 | 47,193 |
Operating income | $1,134 | $1,376 | $2,196 | $3,357 |
CONSOLIDATED_STATEMENT_OF_CASH2
CONSOLIDATED STATEMENT OF CASH FLOWS INFORMATION (Narrative) (Details) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Supplemental Cash Flow Elements [Abstract] | ' | ' |
Capital expenditures incurred not yet paid | $2.10 | $1.40 |
CONSOLIDATED_STATEMENT_OF_CASH3
CONSOLIDATED STATEMENT OF CASH FLOWS INFORMATION (Schedule of Cash Flow Supplemental Disclosures) (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Supplemental Cash Flow Elements [Abstract] | ' | ' |
Cash paid for interest | $3,521 | $4,264 |
Income tax payments | 6,188 | 5,150 |
Income tax refunds | 498 | 1,626 |
Capital lease additions | 2,650 | 1,587 |
Capitalized interest | $211 | $158 |
ACQUISITIONS_Schedule_of_Preli
ACQUISITIONS (Schedule of Preliminary Consideration Paid) (Details) (USD $) | Aug. 01, 2013 | Sep. 04, 2013 |
In Thousands, unless otherwise specified | Copper [Member] | ACT [Member] |
Business Acquisition [Line Items] | ' | ' |
Negotiated sales price | $10,750 | $53,000 |
Preliminary working capital and other adjustments | -225 | -1,515 |
Preliminary purchase price | $10,525 | $51,485 |
ACQUISITIONS_Schedule_of_Preli1
ACQUISITIONS (Schedule of Preliminary Valuation of Assets Acquired and Liabilities Assumed) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 04, 2013 | Aug. 01, 2013 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | ACT [Member] | Copper [Member] | ACT and Copper [Member] | ||
Current Assets | ' | ' | ' | ' | ' |
Cash and equivalents | ' | ' | $11,137 | $0 | $11,137 |
Accounts receivable | ' | ' | 9,463 | 1,155 | 10,618 |
Prepaid expenses and other current assets | ' | ' | 2,187 | 302 | 2,489 |
Income taxes receivable | ' | ' | 487 | 0 | 487 |
Deferred income taxes, net | ' | ' | 1,792 | 0 | 1,792 |
Total current assets | ' | ' | 25,066 | 1,457 | 26,523 |
Property and equipment | ' | ' | 3,350 | 0 | 3,350 |
Other Assets | ' | ' | ' | ' | ' |
Intangible assets | ' | ' | 29,700 | 7,200 | 36,900 |
Deferred income taxes, net | ' | ' | 5,972 | 0 | 5,972 |
Other assets | ' | ' | 3,020 | 0 | 3,020 |
Total assets acquired | ' | ' | 67,108 | 8,657 | 75,765 |
Current Liabilities | ' | ' | ' | ' | ' |
Accounts payable | ' | ' | 1,700 | 1,230 | 2,930 |
Income taxes payable | ' | ' | 405 | 0 | 405 |
Accrued taxes, other than income taxes | ' | ' | 4,514 | 0 | 4,514 |
Accrued expenses | ' | ' | 7,294 | 255 | 7,549 |
Total current liabilities | ' | ' | 13,913 | 1,485 | 15,398 |
Long-Term Liabilities | ' | ' | ' | ' | ' |
Accrued expenses | ' | ' | 4,932 | 0 | 4,932 |
Deferred income taxes, net | ' | ' | 9,168 | 0 | 9,168 |
Total long term liabilities | ' | ' | 14,100 | 0 | 14,100 |
Total liabilities assumed | ' | ' | 28,013 | 1,485 | 29,498 |
Total identifiable net assets | ' | ' | 39,095 | 7,172 | 46,267 |
Goodwill | 310,908 | 297,773 | 12,390 | 3,353 | 15,743 |
Total net assets | ' | ' | $51,485 | $10,525 | $62,010 |
ACQUISITIONS_Narrative_Details
ACQUISITIONS (Narrative) (Details) (USD $) | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 04, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 01, 2013 | Sep. 04, 2013 | Aug. 01, 2013 | Sep. 30, 2013 | Sep. 04, 2013 | Aug. 01, 2013 |
acquisition | ACT [Member] | ACT [Member] | ACT [Member] | Copper [Member] | Customer relationships [Member] | Customer relationships [Member] | Customer relationships [Member] | Non-compete agreements [Member] | Non-compete agreements [Member] | |
ACT [Member] | Copper [Member] | ACT and Copper [Member] | ACT [Member] | Copper [Member] | ||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Direct transaction costs | ' | $0.90 | ' | ' | $0.40 | ' | ' | ' | ' | ' |
Net revenues | ' | ' | 3.7 | 3.7 | ' | ' | ' | ' | ' | ' |
Net income from continuing operations | ' | ' | 0.3 | 0.3 | ' | ' | ' | ' | ' | ' |
Number of acquisitions (in acquisitions) | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Indemnification asset | ' | 4.1 | ' | ' | ' | ' | ' | ' | ' | ' |
Indemnification asset, Prepaid expenses and other current assets | ' | 1.1 | ' | ' | ' | ' | ' | ' | ' | ' |
Indemnification asset, Other assets | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' |
Uncertain tax position | ' | 3.8 | ' | ' | ' | ' | ' | ' | ' | ' |
Interest payable | ' | 0.3 | ' | ' | ' | ' | ' | ' | ' | ' |
Adjustment to net book value of property, plant and equipment | ' | 0.4 | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization period (in years) | ' | ' | ' | ' | ' | '10 years | '5 years | ' | '5 years | '5 years |
Customer attrition rate of revenue (as a percent) | ' | ' | ' | ' | ' | 15.00% | 30.00% | ' | ' | ' |
Estimated income tax (as a percent) | ' | ' | ' | ' | ' | ' | ' | 34.00% | ' | ' |
Discount rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' |
Intangible assets, preliminary valuation | ' | ' | ' | ' | ' | 28.9 | 6.4 | ' | 0.8 | 0.8 |
Percentage of revenue negatively impacted by non-compete agreements | ' | ' | ' | ' | ' | ' | ' | ' | 2.50% | 10.00% |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Adjustment, Deferred Tax Liabilities | ' | $5.40 | ' | ' | ' | ' | ' | ' | ' | ' |