Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 04, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2014 | ' |
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 | ' | 47,080,020 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS | ' | ' |
Cash and equivalents | $29,505 | $44,955 |
Accounts receivable (net of allowances of $497 and $760, respectively) | 88,478 | 78,481 |
Prepaid expenses and other current assets | 17,275 | 22,645 |
Income taxes receivable | 2,732 | 2,316 |
Deferred income taxes, net | 5,251 | 4,390 |
Total current assets | 143,241 | 152,787 |
PROPERTY AND EQUIPMENT, NET | 101,747 | 105,724 |
OTHER ASSETS | ' | ' |
Goodwill | 369,251 | 341,382 |
Intangibles, net of amortization | 97,419 | 78,637 |
Deferred income taxes, net | 1,810 | 1,957 |
Other assets | 19,135 | 17,621 |
Total assets | 732,603 | 698,108 |
CURRENT LIABILITIES | ' | ' |
Accounts payable | 56,116 | 51,994 |
Income taxes payable | 2,749 | 2,648 |
Accrued taxes, other than income taxes | 18,597 | 11,190 |
Accrued expenses | 34,208 | 34,402 |
Current maturities of long-term debt and capital lease obligations | 1,781 | 1,719 |
Accrued restructuring costs | 424 | 2,104 |
Deferred income taxes, net | 37 | 171 |
Total current liabilities | 113,912 | 104,228 |
LONG-TERM LIABILITIES | ' | ' |
Long-term debt and capital lease obligations | 310,873 | 272,467 |
Accrued restructuring costs | 0 | 77 |
Accrued expenses | 25,754 | 29,570 |
Deferred income taxes, net | 21,884 | 18,881 |
Total long-term liabilities | 358,511 | 320,995 |
COMMITMENTS AND CONTINGENCIES (Note 11) | ' | ' |
SHAREHOLDERS’ EQUITY | ' | ' |
Common stock, $.01 par value; 150,000,000 shares authorized, 47,082,520 and 48,338,335 shares issued and outstanding, respectively | 472 | 483 |
Additional paid-in capital | 440,654 | 457,913 |
Accumulated other comprehensive income | 1,968 | 11,169 |
Accumulated deficit | -182,914 | -196,680 |
Total shareholders’ equity | 260,180 | 272,885 |
Total liabilities and shareholders’ equity | $732,603 | $698,108 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Allowance for doubtful accounts | $497 | $760 |
Common Stock, par value per share | $0.01 | $0.01 |
Common Stock, shares authorized | 150,000,000 | 150,000,000 |
Common Stock, shares issued | 47,082,520 | 48,338,335 |
Common Stock, shares outstanding | 47,082,520 | 48,338,335 |
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, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | ||||
Income Statement [Abstract] | ' | ' | ' | ' | ||||
Net revenues | $140,383 | $130,570 | $427,909 | $392,240 | ||||
Operating expenses | ' | ' | ' | ' | ||||
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 57,965 | 56,203 | 176,508 | 168,566 | ||||
Selling and marketing | 36,813 | 33,379 | 112,242 | 101,924 | ||||
General and administrative (exclusive of expenses shown separately below) | 17,810 | 15,605 | 54,815 | 47,284 | ||||
Research and development | 5,534 | 4,145 | 14,655 | 11,699 | ||||
Excise and sales tax expense | 0 | 1 | 0 | 78 | ||||
Depreciation | 8,697 | 8,459 | 26,248 | 25,029 | ||||
Amortization | 2,582 | 855 | 7,549 | 1,709 | ||||
Restructuring costs | 68 | 240 | 68 | 441 | ||||
Asset impairments | 4,938 | 18 | 4,938 | 216 | ||||
Net legal settlements and related expenses | 172 | 278 | 172 | 591 | ||||
Acquisition-related costs | 2,147 | 2,805 | 5,838 | 3,044 | ||||
Total operating expenses | 136,726 | 121,988 | 403,033 | 360,581 | ||||
Operating income | 3,657 | 8,582 | 24,876 | 31,659 | ||||
Other (expense) income | ' | ' | ' | ' | ||||
Interest expense | -2,133 | -1,599 | -6,618 | -4,927 | ||||
Interest income | 5 | 22 | 25 | 93 | ||||
Other, net | 741 | -88 | 996 | 130 | ||||
Total other expense, net | -1,387 | -1,665 | -5,597 | -4,704 | ||||
Income from continuing operations before income taxes | 2,270 | 6,917 | 19,279 | 26,955 | ||||
Income tax (benefit) expense | -376 | 2,072 | 5,230 | 6,821 | ||||
Net income from continuing operations | 2,646 | 4,845 | 14,049 | 20,134 | ||||
Loss from discontinued operations, net of taxes | -100 | -182 | -283 | -418 | ||||
Net income | $2,546 | $4,663 | $13,766 | $19,716 | ||||
BASIC WEIGHTED-AVERAGE SHARES OUTSTANDING | 45,162 | 46,313 | 45,797 | 46,202 | ||||
Basic net income (loss) per share | ' | ' | ' | ' | ||||
Continuing operations | $0.06 | [1] | $0.10 | [1] | $0.31 | [1] | $0.44 | [1] |
Discontinued operations | $0 | [1] | $0 | [1] | ($0.01) | [1] | ($0.01) | [1] |
Net income per share | $0.06 | [1] | $0.10 | [1] | $0.30 | [1] | $0.43 | [1] |
DILUTED WEIGHTED-AVERAGE SHARES OUTSTANDING | 45,898 | 46,818 | 46,485 | 46,685 | ||||
Diluted net income (loss) per share | ' | ' | ' | ' | ||||
Continuing operations | $0.06 | [1] | $0.10 | [1] | $0.30 | [1] | $0.43 | [1] |
Discontinued operations | $0 | [1] | $0 | [1] | ($0.01) | [1] | ($0.01) | [1] |
Net income per share | $0.06 | [1] | $0.10 | [1] | $0.30 | [1] | $0.42 | [1] |
[1] | Column totals may not sum due to the effect of rounding on EPS. |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net income | $2,546 | $4,663 | $13,766 | $19,716 |
Other comprehensive (loss) income: | ' | ' | ' | ' |
Unrealized loss on available-for-sale securities, net of taxes | -21 | 0 | -1,694 | 0 |
Net gain reclassified from accumulated other comprehensive income to net income | 0 | 0 | -468 | 0 |
Translation adjustments | -9,388 | 2,328 | -7,039 | -3,702 |
Total other comprehensive (loss) income | -9,409 | 2,328 | -9,201 | -3,702 |
Comprehensive (loss) income | ($6,863) | $6,991 | $4,565 | $16,014 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (USD $) | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit |
In Thousands, unless otherwise specified | |||||
Balance, beginning at Dec. 31, 2013 | $272,885 | $483 | $457,913 | $11,169 | ($196,680) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Net income | 13,766 | ' | ' | ' | 13,766 |
Other comprehensive loss | -9,201 | ' | ' | -9,201 | ' |
Exercise of stock options | 963 | 1 | 962 | ' | ' |
Equity-based compensation | 7,320 | ' | 7,320 | ' | ' |
Treasury stock purchase and retirement | -24,600 | -19 | -24,581 | ' | ' |
Redemption of restricted shares, net | -1,391 | 7 | -1,398 | ' | ' |
Income tax benefit from equity awards | 438 | ' | 438 | ' | ' |
Balance, ending at Sep. 30, 2014 | $260,180 | $472 | $440,654 | $1,968 | ($182,914) |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Net income | $13,766 | $19,716 |
Loss from discontinued operations, net of taxes | 283 | 418 |
Net income from continuing operations | 14,049 | 20,134 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation | 26,248 | 25,029 |
Amortization | 7,549 | 1,709 |
Amortization of debt issuance costs | 491 | 450 |
Net legal settlements and related expenses | 172 | 591 |
Payments for legal settlements and related expenses | -170 | -272 |
Deferred income taxes | 1,096 | 2,182 |
Restructuring costs | 68 | 441 |
Payments for restructuring costs | -1,816 | -1,158 |
Asset impairments | 4,938 | 216 |
Equity-based compensation | 7,544 | 5,694 |
Excess tax benefits from share-based payment arrangements | -448 | -360 |
Provision for doubtful accounts | 203 | 214 |
Acquisition-related costs | 5,838 | 3,044 |
Cash paid for acquisition-related costs | -5,411 | 0 |
Changes in working capital, net of business acquisitions | -6,460 | -1,421 |
Net cash provided by operating activities from continuing operations | 53,891 | 56,493 |
Net cash used in operating activities from discontinued operations | -259 | -493 |
Net cash provided by operating activities | 53,632 | 56,000 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' |
Capital expenditures | -26,562 | -24,794 |
Business acquisitions, net of cash acquired | -55,517 | -50,873 |
Other investing activities, net | 2,046 | -457 |
Net cash used in investing activities from continuing operations | -80,033 | -76,124 |
Net cash used in investing activities from discontinued operations | 0 | 0 |
Net cash used in investing activities | -80,033 | -76,124 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Principal payments under borrowing arrangements | -99,509 | -55,494 |
Proceeds from borrowing arrangements | 137,000 | 94,750 |
Payments of debt issuance costs | -1,060 | -1,253 |
Excess tax benefits of share-based payment arrangements | 448 | 360 |
Purchase and retirement of treasury stock, at cost | -25,844 | -2,087 |
Exercise of stock options | 963 | 0 |
Net cash provided by financing activities from continuing operations | 11,998 | 36,276 |
Net cash provided by financing activities from discontinued operations | 0 | 0 |
Net cash provided by financing activities | 11,998 | 36,276 |
Effect of exchange rate changes on cash and equivalents | -1,047 | -56 |
NET (DECREASE) INCREASE IN CASH AND EQUIVALENTS | -15,450 | 16,096 |
CASH AND EQUIVALENTS, beginning of period | 44,955 | 20,976 |
CASH AND EQUIVALENTS, end of period | $29,505 | $37,072 |
BASIS_OF_PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
BASIS OF PRESENTATION | ' |
BASIS OF PRESENTATION | |
Premiere Global Services, Inc., or PGi, is the world's largest pure-play provider of collaboration software and services. Our unified collaboration platform empowers business users and teams to connect, share ideas and manage projects with the simplicity and everywhere-access of the latest cloud technologies. 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, 2014 are not indicative of the results that may be expected for the full fiscal year of 2014 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, 2013, 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, 2014 | ||||||||||||||||
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” in our condensed consolidated balance sheets. At September 30, 2014 and December 31, 2013, we had $0.2 million and $0.0 million of restricted cash, respectively. | ||||||||||||||||
Accounts Receivable and Allowance for Doubtful Accounts | ||||||||||||||||
Included in accounts receivable at September 30, 2014 and December 31, 2013 was earned but unbilled revenue of $8.1 million and $5.7 million, respectively, which results from non-calendar month billing cycles and the one-month lag time in billing of certain of our services. Earned but unbilled revenue is billed within 30 days. Due to adjustments in our estimate in allowance for doubtful accounts, provision for doubtful accounts resulted in a benefit of $0.2 million and $0.1 million for the three months ended September 30, 2014 and 2013, respectively. Provision for doubtful accounts was $0.2 million for each of the nine months ended September 30, 2014 and 2013. Write-offs (recoveries) against the allowance for doubtful accounts were $0.1 million and ($0.1) million in the three months ended September 30, 2014 and 2013, respectively. Write-offs against the allowance for doubtful accounts were $0.5 million and $0.3 million for the nine months ended September 30, 2014 and 2013, 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 five years for computer servers and Internet and telecommunications equipment. Accumulated depreciation was $175.3 million and $157.5 million as of September 30, 2014 and December 31, 2013, 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” in our condensed consolidated balance sheets. We capitalized approximately $6.0 million and $4.8 million of these costs for the three months ended September 30, 2014 and 2013, respectively, and $15.9 million and $13.1 million of these costs for the nine months ended September 30, 2014 and 2013, 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 $3.7 million and $3.5 million for the three months ended September 30, 2014 and 2013, respectively, and $10.9 million and $10.0 million for the nine months ended September 30, 2014 and 2013, 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, 2013, the date of our most recent assessment. As of September 30, 2014, 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. | ||||||||||||||||
Investments | ||||||||||||||||
In March 2013, we invested $1.0 million in a privately-held cloud solutions provider. This investment is accounted for under the cost method and is 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. In September 2012, we invested $1.0 million in a privately-held cloud service marketplace company by purchasing a convertible promissory note, which was accounted for under the cost method until it was repaid to us in January 2014 for the principal balance plus accrued interest at an annual rate of 8%. | ||||||||||||||||
Our cost method investments had a total carrying value of $1.0 million and $2.1 million as of September 30, 2014 and December 31, 2013, respectively. Our investment in the privately-held cloud solutions provider was included as a component of “Other assets” in our condensed consolidated balance sheets for each period presented, while the convertible promissory note was included as a component of “Prepaid expenses and other current assets” as of December 31, 2013. | ||||||||||||||||
In June 2011, we invested approximately $1.0 million in a privately-held conferencing company. During December 2013, this investment changed from a historical cost investment to an available-for-sale asset when that company’s shares began trading publicly on a foreign stock exchange. The fair value of this investment is based on the quoted price of our shares of such company on that foreign exchange at each measurement date. This investment is also subject to fluctuations in foreign currency exchange rates. Any related gains or losses related to the market value of the shares or fluctuations in foreign currency are excluded from earnings until realized and reported as a component of “Accumulated other comprehensive income” in our condensed consolidated balance sheets. In February 2014, we sold 50% of our investment for approximately $1.0 million realizing a gain of $0.5 million. This gain was reflected in "Other, net" in our condensed consolidated statements of operations. After the effects of foreign currency exchange rate fluctuations and adjustments to the quoted market value, the available-for-sale investment had a market value of $0.9 million and $3.5 million as of September 30, 2014 and December 31, 2013, respectively, which was included as a component of “Prepaid expenses and other current assets” in our condensed consolidated balance sheets. | ||||||||||||||||
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 generally based on per minute methods. | ||||||||||||||||
Our software-as-a-service, or SaaS, revenue consists of four primary components associated with our next-generation collaboration solutions: | ||||||||||||||||
• | Subscription-based license fees associated with fixed-period minimum revenue commitments related to our iMeet® and GlobalMeet® products. These subscription-based fees are considered service arrangements per the authoritative guidance; accordingly, fees related to subscription agreements are recognized ratably over the contract term, which is typically 12 to 24 months; | |||||||||||||||
• | Per minute usage fees generated through the use of iMeet and GlobalMeet. These usage fees are generated if a customer contracts for the use of GlobalMeet on a per-minute basis, or if a customer elects to use either minutes in excess of the contractual amount allowed in a subscription agreement or of a type not included in the arrangement. This revenue is recognized as incurred by the customer, consistent with our other per minute usage fees; | |||||||||||||||
• | Certain set-up fees, which are recognized ratably over the contract term or the expected customer life, whichever is longer; and | |||||||||||||||
• | Revenue from our Internet Protocol, or IP, conferencing products, which deliver conferencing services across an enterprise customer’s existing network infrastructure, thereby eliminating third-party variable network costs. This revenue is recognized as incurred by the customer, consistent with our other per minute usage fees. | |||||||||||||||
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" in our condensed consolidated statements of operations. Had we presented USF charges on a gross basis, net revenues and cost of revenues would have been $5.9 million and $6.5 million higher for the three months ended September 30, 2014 and 2013, respectively, and $19.2 million and $20.9 million higher for the nine months ended September 30, 2014 and 2013, 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, 2014, we repurchased 1,901,498 shares of our common stock for $24.6 million in the open market at an average price of $12.93 per share, pursuant to our board-approved stock repurchase programs. 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 prior board-approved stock repurchase program. | ||||||||||||||||
During the nine months ended September 30, 2014 and 2013, we redeemed 112,266 and 147,142 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 $1.2 million and $1.9 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, 2014 and 2013 (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Professional fees | $ | 1,136 | $ | 1,287 | $ | 2,849 | $ | 1,287 | ||||||||
Release of indemnification asset | 1,472 | 1,129 | 1,472 | 1,129 | ||||||||||||
Integration-related costs | 868 | 389 | 2,846 | 628 | ||||||||||||
Earn-out adjustment | (1,329 | ) | — | (1,329 | ) | — | ||||||||||
Total acquisition-related costs | $ | 2,147 | $ | 2,805 | $ | 5,838 | $ | 3,044 | ||||||||
For further discussion of these costs, see Note 10 to our condensed consolidated financial statements. | ||||||||||||||||
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, 2014 and 2013, we did not make any material payments related to the settlement of these state and excise 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. We had reserved approximately $9.4 million and $8.3 million at each of September 30, 2014 and December 31, 2013, respectively, for certain state excise and sales tax contingencies and interest. 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 (benefit) expense for the three and nine months ended September 30, 2014 was ($0.4) million and $5.2 million, respectively, compared to $2.1 million and $6.8 million for the three and nine months ended September 30, 2013, respectively. The decrease in income tax expense during the three and nine months ended September 30, 2014 compared to the same periods in the prior year is primarily related to the release of FIN48 reserve due to statute expiration for indemnified pre-acquisition liabilities during the three months ended September 30, 2014. | ||||||||||||||||
As of September 30, 2014 and December 31, 2013, we had $8.0 million and $9.4 million, respectively, of unrecognized tax benefits. Upon resolution, $6.5 million and $7.7 million of unrecognized tax benefits would affect our annual effective tax rate as of September 30, 2014 and December 31, 2013, respectively. The unrecognized tax benefits are included in “Accrued expenses” under “Long-Term Liabilities” in our condensed consolidated balance sheets. | ||||||||||||||||
Our valuation allowance at September 30, 2014 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, 2014, 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. | ||||||||||||||||
New and Recently Adopted Accounting Pronouncements | ||||||||||||||||
In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers. This standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The SEC has indicated that it plans to review and update the revenue recognition guidance in Staff Accounting Bulletin Topic 13 (“SAB Topic 13”) when the ASU is issued. The extent to which the ASU’s guidance will affect us as it relates to revenue recognition will depend on whether the SEC removes or amends the guidance in SAB Topic 13 to be consistent with the new revenue standard. In addition, the ASU provides guidance on accounting for certain revenue-related costs including, but not limited to, when to capitalize costs associated with obtaining and fulfilling a contract. ASU 2014-09 provides companies with two implementation methods. Companies can choose to apply the standard retrospectively to each prior reporting period presented (full retrospective application) or retrospectively with the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings of the annual reporting period that includes the date of initial application (modified retrospective application). This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, and early application is not permitted. We are in the process of evaluating the impact that the updated standard will have on our consolidated financial position, results of operations and related disclosures. |
RESTRUCTURING_COSTS
RESTRUCTURING COSTS | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||
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, 2014. 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 $1.8 million and $1.2 million during the nine months ended September 30, 2014 and 2013, respectively. The components included in the reconciliation of the liability balances are as follows (in thousands): | ||||||||||||||||||||
Balance at | Provisions | Cash Payments | Non-cash | Balance at | ||||||||||||||||
31-Dec-13 | 30-Sep-14 | |||||||||||||||||||
Accrued restructuring costs: | ||||||||||||||||||||
Severance and exit costs | $ | 1,878 | $ | 68 | $ | (1,627 | ) | $ | (21 | ) | $ | 298 | ||||||||
Contractual obligations | 303 | — | (189 | ) | 12 | 126 | ||||||||||||||
Total restructuring costs | $ | 2,181 | $ | 68 | $ | (1,816 | ) | $ | (9 | ) | $ | 424 | ||||||||
Realignment of Workforce – 2013 | ||||||||||||||||||||
During 2013, we eliminated approximately 60 positions in an effort to consolidate and streamline various functions of our workforce. To date, we have recorded $3.3 million of severance costs and $0.2 million in contract termination costs associated with this realignment. On a segment basis, these restructuring costs totaled $1.3 million in North America, $2.0 million in Europe and $0.2 million in Asia Pacific. Our reserve for the 2013 realignment was $0.3 million at September 30, 2014, which we anticipate will be paid within one year. |
DISCONTINUED_OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||||||||||
DISCONTINUED OPERATIONS | ' | |||||||||||||||
DISCONTINUED OPERATIONS | ||||||||||||||||
The following amounts associated with our discontinued businesses have been segregated from continuing operations and are reflected as discontinued operations for the three and nine months ended September 30, 2014 and 2013 (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Operating loss | $ | (93 | ) | $ | (224 | ) | $ | (259 | ) | $ | (481 | ) | ||||
Interest expense | (62 | ) | (58 | ) | (182 | ) | (173 | ) | ||||||||
Loss from disposal | — | (6 | ) | — | (6 | ) | ||||||||||
Income tax benefit | 55 | 106 | 158 | 242 | ||||||||||||
Loss from discontinued operations, net of taxes | $ | (100 | ) | $ | (182 | ) | $ | (283 | ) | $ | (418 | ) | ||||
The results of discontinued operations for the three and nine months ended September 30, 2014 and 2013 reflect ongoing administration and resolution of residual liabilities associated with the sale of our PGiSend messaging business. These liabilities were not assumed by the purchaser, EasyLink Services International Corporation, or EasyLink, in 2010. |
GOODWILL_AND_INTANGIBLE_ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||
GOODWILL AND INTANGIBLE ASSETS | ' | |||||||||||||||||||||||
GOODWILL AND INTANGIBLE ASSETS | ||||||||||||||||||||||||
Goodwill | ||||||||||||||||||||||||
Goodwill by reportable business segments from December 31, 2013 to September 30, 2014 (in thousands): | ||||||||||||||||||||||||
North America | Europe | Asia Pacific | Total | |||||||||||||||||||||
Goodwill: | ||||||||||||||||||||||||
Gross value at December 31, 2013 | $ | 378,157 | $ | 49,204 | $ | 6,444 | $ | 433,805 | ||||||||||||||||
Accumulated impairment losses | (92,423 | ) | — | — | (92,423 | ) | ||||||||||||||||||
Carrying value at December 31, 2013 | 285,734 | 49,204 | 6,444 | 341,382 | ||||||||||||||||||||
Acquisitions | 30,936 | 932 | — | 31,868 | ||||||||||||||||||||
Adjustments to prior acquisitions | (625 | ) | (225 | ) | (95 | ) | (945 | ) | ||||||||||||||||
Impact of currency fluctuations | (1,118 | ) | (1,840 | ) | (96 | ) | (3,054 | ) | ||||||||||||||||
Carrying value at September 30, 2014 | $ | 314,927 | $ | 48,071 | $ | 6,253 | $ | 369,251 | ||||||||||||||||
Goodwill is not subject to amortization but is subject to periodic reviews for impairment. Goodwill due to recent 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 10 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, 2014 | December 31, 2013 | |||||||||||||||||||||||
Gross Carrying Value | Accumulated Amortization | Net Carrying Value | Gross Carrying Value | Accumulated Amortization | Net Carrying Value | |||||||||||||||||||
Other intangible assets: | ||||||||||||||||||||||||
Customer lists | $ | 136,897 | $ | (68,606 | ) | $ | 68,291 | $ | 131,943 | $ | (63,564 | ) | $ | 68,379 | ||||||||||
Non-compete agreements | 11,145 | (6,593 | ) | 4,552 | 9,436 | (5,851 | ) | 3,585 | ||||||||||||||||
Developed technology | 18,900 | (1,071 | ) | 17,829 | 1,000 | (1,000 | ) | — | ||||||||||||||||
Other | 8,619 | (1,872 | ) | 6,747 | 8,003 | (1,330 | ) | 6,673 | ||||||||||||||||
Total other intangible assets | $ | 175,561 | $ | (78,142 | ) | $ | 97,419 | $ | 150,382 | $ | (71,745 | ) | $ | 78,637 | ||||||||||
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 $0.9 million of these assets recorded at each of September 30, 2014 and December 31, 2013. | ||||||||||||||||||||||||
At September 30, 2014, other intangible assets include $96.0 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, 2014 balance of "Other intangible assets" was $66.1 million of customer lists, $17.8 million of developed technology, $4.7 million of trade names and $4.6 million of non-compete agreements related to recent acquisitions. These amounts are incorporated into our preliminary valuation of assets acquired and liabilities assumed in Note 10 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 $1.1 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 | ||||||||||||||||||||||||
2014 | $ | 10,958 | ||||||||||||||||||||||
2015 | $ | 13,649 | ||||||||||||||||||||||
2016 | $ | 13,247 | ||||||||||||||||||||||
2017 | $ | 12,386 | ||||||||||||||||||||||
2018 | $ | 11,483 | ||||||||||||||||||||||
INDEBTEDNESS
INDEBTEDNESS | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
INDEBTEDNESS | ' | |||||||
INDEBTEDNESS | ||||||||
Long-term debt and capital lease obligations at September 30, 2014 and December 31, 2013 are as follows (in thousands): | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
Borrowings on credit facility | $ | 309,053 | $ | 270,139 | ||||
Capital lease obligations | 3,601 | 4,047 | ||||||
Subtotal | 312,654 | 274,186 | ||||||
Less current portion | (1,781 | ) | (1,719 | ) | ||||
Total long-term debt and capital lease obligations | $ | 310,873 | $ | 272,467 | ||||
On August 27, 2014, we amended our credit facility by increasing the overall borrowing capacity to $500.0 million from $400.0 million and extending the maturity date from August 27, 2018 to August 27, 2019. In connection with this amendment, we incurred $1.1 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 $150.0 million Term A loan and an uncommitted $75.0 million accordion feature, which allows for additional credit commitments up to a maximum of $575.0 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 credit facility, at our option, is (1) the base rate (the highest of 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 percentages for base rate loans and LIBOR loans were 1.25% and 2.25%, respectively, at September 30, 2014 under our credit facility. Our interest rate on LIBOR loans, which comprised materially all of our outstanding borrowings, as of September 30, 2014, was 2.44%. 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, 2014, the rate applied to the unused portion of our credit facility was 0.35%. Our credit facility contains customary terms and restrictive covenants, including financial covenants. At September 30, 2014, we had $309.1 million of borrowings and $3.6 million in letters of credit outstanding under our credit facility. |
EQUITYBASED_COMPENSATION
EQUITY-BASED COMPENSATION | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||
EQUITY-BASED COMPENSATION | ' | |||||||||||||||
EQUITY-BASED COMPENSATION | ||||||||||||||||
We may issue stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards to employees, officers, directors and consultants under our 2014 incentive plan and our amended and restated 2000 directors stock plan, as amended. We issue both service and performance-based restricted stock awards and units to employees. Performance-based restricted stock awards and units are issued to certain key executives and other employees and vest based on financial performance metrics over the requisite service period. The compensation committee of our board of directors administers these stock plans. A total of 4,959,944 and 1,900,000 shares are authorized for issuance under our 2014 plan and 2000 directors stock plan, respectively. | ||||||||||||||||
Equity-based compensation expense is measured at the grant date, based on the fair value of the award, and is recognized over the 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" in our condensed consolidated balance sheets. The following table presents total equity-based compensation expense for restricted stock awards and non-qualified stock options 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, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Cost of revenues | $ | 144 | $ | 142 | $ | 482 | $ | 444 | ||||||||
Selling and marketing | 594 | 571 | 2,011 | 1,712 | ||||||||||||
Research and development | 181 | 222 | 481 | 651 | ||||||||||||
General and administrative | 1,741 | 1,123 | 4,570 | 2,887 | ||||||||||||
Equity-based compensation expense | $ | 2,660 | $ | 2,058 | $ | 7,544 | $ | 5,694 | ||||||||
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 cancelled. 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, 2013 to September 30, 2014: | ||||||||||||||||
Shares | Weighted-Average Grant Date Fair Value | |||||||||||||||
Unvested at December 31, 2013 | 1,943,760 | $ | 9.64 | |||||||||||||
Granted | 917,845 | 12.23 | ||||||||||||||
Vested/released | (495,013 | ) | 9.15 | |||||||||||||
Forfeited | (98,897 | ) | 9.29 | |||||||||||||
Unvested at September 30, 2014 | 2,267,695 | $ | 10.81 | |||||||||||||
Included in the table above are 124,591 and 90,000 restricted stock units outstanding at September 30, 2014 and December 31, 2013, respectively. Restricted stock units represent a right to receive shares of our common stock in the future, subject to attainment of service-based and/or performance-based vesting criteria. Shares underlying restricted stock units are not outstanding and instead convert to shares of our common stock if and when the vesting criteria are met. | ||||||||||||||||
The weighted-average grant date fair value of restricted stock granted during nine months ended September 30, 2014 and 2013 was $12.23 and $10.84, respectively. The aggregate fair value of restricted stock vested was $1.0 million and $6.2 million for the three and nine months ended September 30, 2014, respectively, and $0.5 million and $5.7 million for the three and nine months ended September 30, 2013, respectively. During the nine months ended September 30, 2014 and the year ended December 31, 2013, we issued 362,255 and 544,559 shares, respectively, of our common stock relating to the vesting of restricted stock. As of September 30, 2014, we had $17.4 million of unvested restricted stock, which we will record in our condensed consolidated statements of operations over a weighted-average recognition period of approximately 2.0 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 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. Finally, 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, 2013 to September 30, 2014: | ||||||||||||||||
Options | Weighted- | Weighted-Average Remaining Contractual Life (in years) | Aggregate Intrinsic Value | |||||||||||||
Average Exercise Price | ||||||||||||||||
Options outstanding at December 31, 2013 | 107,668 | $ | 11.29 | |||||||||||||
Granted | — | — | ||||||||||||||
Exercised | (85,334 | ) | 11.29 | |||||||||||||
Expired | — | — | ||||||||||||||
Options outstanding and exercisable at September 30, 2014 | 22,334 | $ | 11.3 | 0.63 | $ | 14,857 | ||||||||||
As of September 30, 2014, we had no remaining unvested stock options to be recorded as an expense in our condensed consolidated statements of operations for future periods. |
EARNINGS_PER_SHARE
EARNINGS PER SHARE | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
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, 2014 and 2013, 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 and dividend equivalents. | ||||||||||||||||
Diluted earnings per share includes the effect of all potentially dilutive securities on earnings per share. Our unvested restricted shares, restricted stock units 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, restricted stock units and stock options for the three and nine months ended September 30, 2014 and 2013. | ||||||||||||||||
The following table represents a reconciliation of the basic and diluted earnings per share from continuing operations, or EPS, computations contained in our condensed consolidated financial statements (in thousands, except per share data): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net income from continuing operations | $ | 2,646 | $ | 4,845 | $ | 14,049 | $ | 20,134 | ||||||||
Weighted-average shares outstanding - basic and diluted: | ||||||||||||||||
Weighted-average shares outstanding - basic | 45,162 | 46,313 | 45,797 | 46,202 | ||||||||||||
Add effect of dilutive securities: | ||||||||||||||||
Unvested restricted stock | 730 | 504 | 674 | 479 | ||||||||||||
Stock options | 6 | 1 | 14 | 4 | ||||||||||||
Weighted-average shares outstanding - diluted | 45,898 | 46,818 | 46,485 | 46,685 | ||||||||||||
Basic net income per share from continuing operations | $ | 0.06 | $ | 0.1 | $ | 0.31 | $ | 0.44 | ||||||||
Diluted net income per share from continuing operations | $ | 0.06 | $ | 0.1 | $ | 0.3 | $ | 0.43 | ||||||||
The weighted-average diluted common shares outstanding for the nine months ended September 30, 2014 excludes the effect of 9,310 restricted stock and out-of-the-money options because their effect would be anti-dilutive. The weighted-average diluted common shares outstanding for the three and nine months ended September 30, 2013 excludes the effect of 91,000 and 60,574 restricted stock and out-of-the-money options, respectively, because their effect would be anti-dilutive. |
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended | |||||||||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||||||||||||||
FAIR VALUE MEASUREMENTS | ' | |||||||||||||||||||||||||||||||
FAIR VALUE MEASUREMENTS | ||||||||||||||||||||||||||||||||
The fair value amounts for cash and equivalents, accounts receivable, net, 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 each of September 30, 2014 and December 31, 2013 was 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. | ||||||||||||||||||||||||||||||||
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. ASC 820, “Fair Value Measurements and Disclosures,” establishes a three-tier fair value hierarchy as a basis for such assumptions which prioritizes the inputs used in measuring fair value as follows: | ||||||||||||||||||||||||||||||||
• | Level 1 – Quoted prices in active markets for identical assets or liabilities; | |||||||||||||||||||||||||||||||
• | Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and | |||||||||||||||||||||||||||||||
• | Level 3 – Unobservable inputs for the asset or liability in which there is little or no market data. | |||||||||||||||||||||||||||||||
Recurring Fair Value Measurement | ||||||||||||||||||||||||||||||||
The fair value of our investment in a conferencing company, which is trading publicly on a foreign stock exchange, was based on the quoted price of such shares on that foreign exchange at the measurement date of September 30, 2014; therefore, the fair value of this investment was based on Level 1 inputs. In February 2014, we sold 50% of this asset for approximately $1.0 million realizing a gain of $0.5 million. This gain is reflected in "Other, net" in our condensed consolidated statements of operations. The balance of this investment was included as a component of “Prepaid expenses and other current assets” in our condensed consolidated balance sheets at each of September 30, 2014 and December 31, 2013. | ||||||||||||||||||||||||||||||||
As further discussed in Note 10, we recorded a contingent consideration liability in connection with our acquisitions of Via-Vox Limited, operating under the name Powwownow, and TalkPoint Holdings, L.L.C., or TalkPoint. The fair value of the liabilities were estimated using internal forecasts with inputs that are not observable in the market, and thus represent Level 3 fair value measurements. The inputs in the Level 3 measurements are not supported by market activity, as they are probability assessments of expected future sales related to our acquisitions of TalkPoint and Powwownow during the earn-out period. | ||||||||||||||||||||||||||||||||
We have segregated all financial assets and liabilities that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the table below (in thousands): | ||||||||||||||||||||||||||||||||
September 30, 2014 | 31-Dec-13 | |||||||||||||||||||||||||||||||
Fair Value | Level 1 | Level 2 | Level 3 | Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
Current Assets: | ||||||||||||||||||||||||||||||||
Available-for-sale securities | $ | 860 | $ | 860 | $ | — | $ | — | $ | 3,537 | $ | 3,537 | $ | — | $ | — | ||||||||||||||||
Total | $ | 860 | $ | 860 | $ | — | $ | — | $ | 3,537 | $ | 3,537 | $ | — | $ | — | ||||||||||||||||
September 30, 2014 | 31-Dec-13 | |||||||||||||||||||||||||||||||
Fair Value | Level 1 | Level 2 | Level 3 | Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
Long-term Liabilities: | ||||||||||||||||||||||||||||||||
Earn-out liability | $ | 8,874 | $ | — | $ | — | $ | 8,874 | $ | 3,841 | $ | — | $ | — | $ | 3,841 | ||||||||||||||||
Total | $ | 8,874 | $ | — | $ | — | $ | 8,874 | $ | 3,841 | $ | — | $ | — | $ | 3,841 | ||||||||||||||||
ACQUISITIONS
ACQUISITIONS | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Business Combinations [Abstract] | ' | |||||||||||
ACQUISITIONS | ' | |||||||||||
ACQUISITIONS | ||||||||||||
In accordance with ASC Topic 805, “Business Combinations,” 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. None of our acquisitions presented below were significant, individually or in the aggregate, under Rule 3-05 and Article 11 of SEC Regulation S-X. | ||||||||||||
TalkPoint | ||||||||||||
On September 19, 2014, we completed the acquisition of TalkPoint, a leading provider of webcasting software and services, by acquiring all of TalkPoint’s outstanding equity interests. The following table summarizes the preliminary consideration paid for TalkPoint (in thousands): | ||||||||||||
Negotiated sales price | $ | 56,500 | ||||||||||
Preliminary working capital and other adjustments | (917 | ) | ||||||||||
Preliminary purchase price | $ | 55,583 | ||||||||||
In addition, the TalkPoint purchase agreement provides for a potential earn-out payment to the sellers based on its annual revenue growth in 2015. We funded the acquisition through borrowings under our credit facility and cash and equivalents on hand. We incurred $0.4 million of direct transaction costs, which are recorded in acquisition-related costs for the quarter ended September 30, 2014. TalkPoint’s financial results since its acquisition date are included primarily in our North America segment. | ||||||||||||
Powwownow | ||||||||||||
On December 3, 2013, we completed the acquisition of Powwownow, a U.K.-based conferencing and collaboration provider focused on small and midsize businesses, by acquiring all of Powwownow's outstanding stock. The following table summarizes the preliminary consideration paid for Powwownow (in thousands): | ||||||||||||
Negotiated sales price | $ | 53,183 | ||||||||||
Preliminary working capital and other adjustments | (684 | ) | ||||||||||
Preliminary purchase price | $ | 52,499 | ||||||||||
In addition, the Powwownow purchase agreement provides for a potential earn-out payment to the sellers based on its annual revenue growth in 2014. 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 year ended December 31, 2013. Powwownow's financial results since its acquisition date are included in our Europe segment. | ||||||||||||
ACT | ||||||||||||
On September 4, 2013, we completed the acquisition of ACT Teleconferencing, Inc., or ACT, a U.S.-based global provider of integrated conferencing solutions, by acquiring all of ACT's outstanding stock via merger. The following table summarizes the consideration paid for ACT (in thousands): | ||||||||||||
Negotiated sales price | $ | 53,000 | ||||||||||
Working capital and other adjustments | (1,515 | ) | ||||||||||
Purchase price | $ | 51,485 | ||||||||||
We funded the acquisition through borrowings under our credit facility and incurred $1.4 million of direct transaction costs, which are recorded in acquisition-related costs for the year ended December 31, 2013. ACT's financial results since its acquisition date are primarily included in our North America segment, with less significant contribution included within our Europe and Asia Pacific segments. | ||||||||||||
Valuation of Assets and Liabilities | ||||||||||||
The 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 values at their respective acquisition dates, as set forth below. The excess of the purchase price over the 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 SaaS solutions to those customers, and opportunities to improve performance by leveraging best practices, operational expertise and global scale. The recognized goodwill for Powwownow and ACT are not expected to be deductible for income tax purposes. The valuation for ACT is final. | ||||||||||||
The preliminary fair values recorded for TalkPoint and Powwownow 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 each acquisition date). 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 each acquisition date during the measurement periods. | ||||||||||||
The preliminary valuation of the assets acquired and liabilities assumed for TalkPoint and Powwownow and the final valuation of the assets acquired and liabilities assumed for ACT are as follows (in thousands): | ||||||||||||
TalkPoint Preliminary Valuation | Powwownow Preliminary Valuation | ACT Valuation | ||||||||||
Cash and equivalents | $ | 2 | $ | 1,295 | $ | 11,137 | ||||||
Other current assets | 3,329 | 3,221 | 12,321 | |||||||||
Property and equipment | 886 | 889 | 2,861 | |||||||||
Intangible assets | 27,300 | 35,568 | 31,000 | |||||||||
Deferred income taxes, net | — | — | 3,026 | |||||||||
Other assets | 1,579 | 8,163 | 2,905 | |||||||||
Total assets acquired | 33,096 | 49,136 | 63,250 | |||||||||
Current liabilities | 1,375 | 4,551 | 12,969 | |||||||||
Long-term liabilities | 8,006 | 12,831 | 4,432 | |||||||||
Deferred income taxes, net | — | 6,136 | 9,933 | |||||||||
Total liabilities assumed | 9,381 | 23,518 | 27,334 | |||||||||
Total identifiable net assets | 23,715 | 25,618 | 35,916 | |||||||||
Goodwill | 31,868 | 26,881 | 15,569 | |||||||||
Total net assets | $ | 55,583 | $ | 52,499 | $ | 51,485 | ||||||
Preliminary Valuation Adjustments for Talkpoint | ||||||||||||
We performed a preliminary valuation of the assets and liabilities of TalkPoint at its acquisition date. 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 $1.6 million in connection with the TalkPoint acquisition, which is included above in "Other assets." The indemnification asset represents reimbursements we reasonably expect to receive primarily from escrow funds currently held by a financial institution pursuant to the TalkPoint purchase agreement. We recorded offsetting contingent tax liabilities of $1.6 million in connection with the recognition of the indemnification asset. The tax contingencies are included in “Accrued expenses” under “Long-Term Liabilities” in our condensed consolidated balance sheets. | ||||||||||||
Developed technology - Developed technology was the primary asset acquired in the TalkPoint acquisition. We valued developed technology using the relief from royalty approach. The developed technology was preliminarily valued at $17.9 million for the acquisition under this approach and will be amortized over seven years. | ||||||||||||
Customer relationships - Customer relationships were the secondary asset acquired in the TalkPoint acquisition. We valued customer relationships using the income approach, specifically the multi-period excess earnings method. The customer relationships were preliminarily valued at $7.0 million for the acquisition under this approach and will be amortized over ten 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 non-compete agreements were valued at $1.8 million for the TalkPoint acquisition under this approach and will be amortized over five years. | ||||||||||||
Trade names - We valued trade names using the income approach, specifically the multi-period excess earnings method. In determining the fair value of the trade names, 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 trade names after applying a royalty rate to the overall revenues. The trade names were valued at $0.6 million for the TalkPoint acquisition under this approach and will be amortized over two years. | ||||||||||||
Earn-out - We recorded a contingent consideration liability of approximately $6.4 million as of the acquisition date related to the Talkpoint earn-out, included in “Accrued expenses” under “Long-Term Liabilities” in our condensed consolidated balance sheets. The fair value of the liability was estimated using internal forecasts with inputs that are not observable in the market, and thus represents a Level 3 fair value measurement, as defined in Note 9. The inputs in the Level 3 measurement are not supported by market activity, as they are probability assessments of expected future sales related to our acquisition of TalkPoint during the earn-out period. The earn-out will be re-measured quarterly, with the change being reflected as acquisition-related costs in our condensed consolidated statements of operations. | ||||||||||||
Preliminary Valuation Adjustments for Powwownow | ||||||||||||
We performed a preliminary valuation of the assets and liabilities of Powwownow at its acquisition date. 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 $8.2 million in connection with our Powwownow acquisition, which is included above in "Other assets." The indemnification asset represents reimbursements we reasonably expect to receive primarily from escrow funds currently held by a financial institution pursuant to the Powwownow purchase agreement. We recorded an offsetting contingent tax liability of $8.0 million and related interest payable of $0.2 million in connection with the recognition of the indemnification asset. The tax contingency is included in “Accrued expenses” under “Long-Term Liabilities” in our condensed consolidated balance sheets. | ||||||||||||
Customer relationships - Customer relationships were the primary asset acquired in the Powwownow acquisition. We valued customer relationships using the income approach, specifically the multi-period excess earnings method. The customer relationships were preliminarily valued at $29.0 million for the acquisition under this approach and will be amortized over ten 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 non-compete agreements were valued at $2.1 million for the Powwownow acquisition under this approach and will be amortized over three years. | ||||||||||||
Trade names - We valued trade names using the income approach, specifically the multi-period excess earnings method. In determining the fair value of the trade names, 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 trade names after applying a royalty rate to the overall revenues. The trade names were valued at $4.4 million for the Powwownow acquisition under this approach and will be amortized over ten years. | ||||||||||||
Earn-out - We recorded a contingent consideration liability of approximately $3.8 million as of the acquisition date related to the Powwownow earn-out, included in “Accrued expenses” under “Long-Term Liabilities” in our condensed consolidated balance sheets. The fair value of the liability was estimated using internal forecasts with inputs that are not observable in the market, and thus represents a Level 3 fair value measurement, as defined in Note 9. The inputs in the Level 3 measurement are not supported by market activity, as they are probability assessments of expected future sales related to our acquisition of Powwownow during the earn-out period. The earn-out is re-measured quarterly, with the change being reflected as acquisition-related costs in our condensed consolidated statements of operations. During the three months ended September 30, 2014, we re-measured this liability, resulting in a reduction in value of $1.3 million based upon revisions to our internal forecasts. | ||||||||||||
Deferred tax liabilities, net - $6.1 million was recorded to adjust deferred taxes for the preliminary fair value adjustments made in accounting for our Powwownow acquisition. | ||||||||||||
Valuation Adjustments for ACT | ||||||||||||
We finalized the valuation of the assets and liabilities of ACT at its acquisition date. Significant adjustments as a result of the valuation and the bases for their determination are summarized as follows: | ||||||||||||
Indemnification asset - We recognized an indemnification asset of $3.7 million in connection with our ACT acquisition. Of this amount, $1.1 million is included above in "Other current assets" and $2.6 million is included in "Other assets." The indemnification asset represents reimbursements we reasonably expect to receive from escrow funds currently held by a financial institution pursuant to the ACT merger agreement. We recorded an offsetting uncertain tax position of $3.4 million, net of a $0.2 million federal income tax benefit of state income tax, 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 “Long-term liabilities.” | ||||||||||||
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 customer relationships were preliminarily valued at $30.2 million for the acquisition under this approach and will be amortized over ten years. This total includes an adjustment from the initial preliminary valuation date of $1.3 million for updates in assumptions including discount rate. | ||||||||||||
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 non-compete agreements were valued at $0.8 million for the ACT acquisition under this approach and will be amortized over five years. | ||||||||||||
Deferred tax liabilities, net - $10.9 million was recorded to adjust deferred taxes for the fair value adjustments made in accounting for our ACT acquisition. This includes an adjustment from the initial preliminary valuation date of $5.5 million. | ||||||||||||
During the three and nine months ended September 30, 2014, we made adjustments totaling $0.2 million and $0.9 million, respectively, to our final valuation of current assets and liabilities. | ||||||||||||
TalkPoint and Powwownow Preliminary Pre-Acquisition Contingencies Assumed | ||||||||||||
We have evaluated and continue to evaluate pre-acquisition contingencies relating to TalkPoint and Powwownow that existed as of each 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 each acquisition date. Accordingly, we have recorded our best estimates for these contingencies as part of the preliminary valuation of the assets and liabilities acquired. We continue to gather information relating to all pre-acquisition contingencies that we have assumed. Any changes to the pre-acquisition contingency amounts recorded during each measurement period will be included in the final valuation and related amounts recognized. Subsequent to the end of each measurement period, any adjustments to pre-acquisition contingency amounts will be reflected in our results 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 and an existing reseller of PGi conferencing services, for $10.3 million, including a $0.2 million working capital adjustment finalized in December 2013. 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 year ended December 31, 2013. | ||||||||||||
Copper's financial results since its acquisition date are included in our North America segment. The primary assets acquired as part of the Copper acquisition were customer relationships totaling $6.4 million and goodwill of $3.3 million. The recognized goodwill for Copper is expected to be deductible for income tax purposes. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
COMMITMENTS AND CONTINGENCIES | ' |
COMMITMENT AND CONTINGENCIES | |
Litigation and Claims | |
In connection with the sale of our PGiSend messaging business in October 2010, we agreed to indemnify the purchaser, EasyLink (subsequently acquired by Open Text Corporation), for the tax-related matters described below. We have accrued an estimated loss for these matters totaling an aggregate of approximately $3.9 million. The possible loss or range of loss resulting from these matters, if any, in excess of the amounts accrued is inherently unpredictable and involves significant uncertainty and negotiations over an extended time period. Consequently, no estimate can be made of any possible loss or range of loss in excess of the above-mentioned accrual. | |
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 plan to vigorously contest these assessments. We believe we are adequately reserved for this matter. However, if the New York State Department of Taxation and Finance’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, 2014 | ||||||||||||||||
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. 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. | ||||||||||||||||
The sum of these regional results may not agree to the consolidated results due to rounding. Information concerning our continuing operations in our segments is as follows (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net revenues: | ||||||||||||||||
North America | $ | 87,507 | $ | 85,677 | $ | 267,029 | $ | 258,346 | ||||||||
Europe | 36,080 | 27,591 | 111,497 | 83,945 | ||||||||||||
Asia Pacific | 16,796 | 17,302 | 49,383 | 49,949 | ||||||||||||
Consolidated | $ | 140,383 | $ | 130,570 | $ | 427,909 | $ | 392,240 | ||||||||
Operating income (loss): | ||||||||||||||||
North America | $ | (6,613 | ) | $ | 1,011 | $ | (3,663 | ) | $ | 8,197 | ||||||
Europe | 9,484 | 6,437 | 26,582 | 21,266 | ||||||||||||
Asia Pacific | 786 | 1,134 | 1,957 | 2,196 | ||||||||||||
Consolidated | $ | 3,657 | $ | 8,582 | $ | 24,876 | $ | 31,659 | ||||||||
CONSOLIDATED_STATEMENT_OF_CASH
CONSOLIDATED STATEMENT OF CASH FLOWS INFORMATION | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
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, | ||||||||
2014 | 2013 | |||||||
Cash paid for interest | $ | 5,119 | $ | 3,521 | ||||
Income tax payments | $ | 4,708 | $ | 6,188 | ||||
Income tax refunds | $ | 761 | $ | 498 | ||||
Capital lease additions | $ | 1,147 | $ | 2,650 | ||||
Capitalized interest | $ | 236 | $ | 211 | ||||
At September 30, 2014 and 2013, we had accrued capital expenditures in “Total current liabilities” in our condensed consolidated balance sheets of $1.7 million and $2.1 million, respectively. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
SUBSEQUENT EVENTS | |
On October 16, 2014, we completed the acquisition of Central Desktop, Inc., or Central Desktop, a leading cloud-based team workspace platform, by acquiring all of Central Desktop's outstanding stock via merger. We funded the acquisition through borrowings under our credit facility and cash and equivalents on hand. |
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
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” in our condensed consolidated balance sheets. At September 30, 2014 and December 31, 2013, we had $0.2 million and $0.0 million of restricted cash, respectively. | ||||||||||||||||
Accounts Receivable and Allowance for Doubtful Accounts | ' | |||||||||||||||
Accounts Receivable and Allowance for Doubtful Accounts | ||||||||||||||||
Included in accounts receivable at September 30, 2014 and December 31, 2013 was earned but unbilled revenue of $8.1 million and $5.7 million, respectively, which results from non-calendar month billing cycles and the one-month lag time in billing of certain of our services. Earned but unbilled revenue is billed within 30 days. Due to adjustments in our estimate in allowance for doubtful accounts, provision for doubtful accounts resulted in a benefit of $0.2 million and $0.1 million for the three months ended September 30, 2014 and 2013, respectively. Provision for doubtful accounts was $0.2 million for each of the nine months ended September 30, 2014 and 2013. Write-offs (recoveries) against the allowance for doubtful accounts were $0.1 million and ($0.1) million in the three months ended September 30, 2014 and 2013, respectively. Write-offs against the allowance for doubtful accounts were $0.5 million and $0.3 million for the nine months ended September 30, 2014 and 2013, 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 | ||||||||||||||||
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 five years for computer servers and Internet and telecommunications equipment. Accumulated depreciation was $175.3 million and $157.5 million as of September 30, 2014 and December 31, 2013, 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 | ||||||||||||||||
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 | ' | |||||||||||||||
Software Development Costs | ||||||||||||||||
We capitalize certain costs incurred to develop software features used as part of our service offerings within “Property and Equipment, Net” in our condensed consolidated balance sheets. We capitalized approximately $6.0 million and $4.8 million of these costs for the three months ended September 30, 2014 and 2013, respectively, and $15.9 million and $13.1 million of these costs for the nine months ended September 30, 2014 and 2013, 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 $3.7 million and $3.5 million for the three months ended September 30, 2014 and 2013, respectively, and $10.9 million and $10.0 million for the nine months ended September 30, 2014 and 2013, respectively. | ||||||||||||||||
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, 2013, the date of our most recent assessment. As of September 30, 2014, 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. | ||||||||||||||||
Investments | ' | |||||||||||||||
Investments | ||||||||||||||||
In March 2013, we invested $1.0 million in a privately-held cloud solutions provider. This investment is accounted for under the cost method and is 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. In September 2012, we invested $1.0 million in a privately-held cloud service marketplace company by purchasing a convertible promissory note, which was accounted for under the cost method until it was repaid to us in January 2014 for the principal balance plus accrued interest at an annual rate of 8%. | ||||||||||||||||
Our cost method investments had a total carrying value of $1.0 million and $2.1 million as of September 30, 2014 and December 31, 2013, respectively. Our investment in the privately-held cloud solutions provider was included as a component of “Other assets” in our condensed consolidated balance sheets for each period presented, while the convertible promissory note was included as a component of “Prepaid expenses and other current assets” as of December 31, 2013. | ||||||||||||||||
In June 2011, we invested approximately $1.0 million in a privately-held conferencing company. During December 2013, this investment changed from a historical cost investment to an available-for-sale asset when that company’s shares began trading publicly on a foreign stock exchange. The fair value of this investment is based on the quoted price of our shares of such company on that foreign exchange at each measurement date. This investment is also subject to fluctuations in foreign currency exchange rates. Any related gains or losses related to the market value of the shares or fluctuations in foreign currency are excluded from earnings until realized and reported as a component of “Accumulated other comprehensive income” in our condensed consolidated balance sheets. In February 2014, we sold 50% of our investment for approximately $1.0 million realizing a gain of $0.5 million. This gain was reflected in "Other, net" in our condensed consolidated statements of operations. After the effects of foreign currency exchange rate fluctuations and adjustments to the quoted market value, the available-for-sale investment had a market value of $0.9 million and $3.5 million as of September 30, 2014 and December 31, 2013, respectively, which was included as a component of “Prepaid expenses and other current assets” in our condensed consolidated balance sheets. | ||||||||||||||||
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 generally based on per minute methods. | ||||||||||||||||
Our software-as-a-service, or SaaS, revenue consists of four primary components associated with our next-generation collaboration solutions: | ||||||||||||||||
• | Subscription-based license fees associated with fixed-period minimum revenue commitments related to our iMeet® and GlobalMeet® products. These subscription-based fees are considered service arrangements per the authoritative guidance; accordingly, fees related to subscription agreements are recognized ratably over the contract term, which is typically 12 to 24 months; | |||||||||||||||
• | Per minute usage fees generated through the use of iMeet and GlobalMeet. These usage fees are generated if a customer contracts for the use of GlobalMeet on a per-minute basis, or if a customer elects to use either minutes in excess of the contractual amount allowed in a subscription agreement or of a type not included in the arrangement. This revenue is recognized as incurred by the customer, consistent with our other per minute usage fees; | |||||||||||||||
• | Certain set-up fees, which are recognized ratably over the contract term or the expected customer life, whichever is longer; and | |||||||||||||||
• | Revenue from our Internet Protocol, or IP, conferencing products, which deliver conferencing services across an enterprise customer’s existing network infrastructure, thereby eliminating third-party variable network costs. This revenue is recognized as incurred by the customer, consistent with our other per minute usage fees. | |||||||||||||||
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" in our condensed consolidated statements of operations. Had we presented USF charges on a gross basis, net revenues and cost of revenues would have been $5.9 million and $6.5 million higher for the three months ended September 30, 2014 and 2013, respectively, and $19.2 million and $20.9 million higher for the nine months ended September 30, 2014 and 2013, respectively. | ||||||||||||||||
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. During the nine months ended September 30, 2014, we repurchased 1,901,498 shares of our common stock for $24.6 million in the open market at an average price of $12.93 per share, pursuant to our board-approved stock repurchase programs. 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 prior board-approved stock repurchase program. | ||||||||||||||||
During the nine months ended September 30, 2014 and 2013, we redeemed 112,266 and 147,142 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 $1.2 million and $1.9 million, respectively, to the Internal Revenue Service on our employees’ behalf. | ||||||||||||||||
Preferred Stock | ' | |||||||||||||||
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 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. | ||||||||||||||||
The following table summarizes acquisition-related costs incurred during the three and nine months ended September 30, 2014 and 2013 (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Professional fees | $ | 1,136 | $ | 1,287 | $ | 2,849 | $ | 1,287 | ||||||||
Release of indemnification asset | 1,472 | 1,129 | 1,472 | 1,129 | ||||||||||||
Integration-related costs | 868 | 389 | 2,846 | 628 | ||||||||||||
Earn-out adjustment | (1,329 | ) | — | (1,329 | ) | — | ||||||||||
Total acquisition-related costs | $ | 2,147 | $ | 2,805 | $ | 5,838 | $ | 3,044 | ||||||||
For further discussion of these costs, see Note 10 to our condensed consolidated financial statements. | ||||||||||||||||
Excise and Sales Tax | ' | |||||||||||||||
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, 2014 and 2013, we did not make any material payments related to the settlement of these state and excise 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. We had reserved approximately $9.4 million and $8.3 million at each of September 30, 2014 and December 31, 2013, respectively, for certain state excise and sales tax contingencies and interest. 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 | ||||||||||||||||
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 (benefit) expense for the three and nine months ended September 30, 2014 was ($0.4) million and $5.2 million, respectively, compared to $2.1 million and $6.8 million for the three and nine months ended September 30, 2013, respectively. The decrease in income tax expense during the three and nine months ended September 30, 2014 compared to the same periods in the prior year is primarily related to the release of FIN48 reserve due to statute expiration for indemnified pre-acquisition liabilities during the three months ended September 30, 2014. | ||||||||||||||||
As of September 30, 2014 and December 31, 2013, we had $8.0 million and $9.4 million, respectively, of unrecognized tax benefits. Upon resolution, $6.5 million and $7.7 million of unrecognized tax benefits would affect our annual effective tax rate as of September 30, 2014 and December 31, 2013, respectively. The unrecognized tax benefits are included in “Accrued expenses” under “Long-Term Liabilities” in our condensed consolidated balance sheets. | ||||||||||||||||
Our valuation allowance at September 30, 2014 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, 2014, 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. | ||||||||||||||||
New and Recently Adopted Accounting Pronouncements | ' | |||||||||||||||
New and Recently Adopted Accounting Pronouncements | ||||||||||||||||
In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers. This standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The SEC has indicated that it plans to review and update the revenue recognition guidance in Staff Accounting Bulletin Topic 13 (“SAB Topic 13”) when the ASU is issued. The extent to which the ASU’s guidance will affect us as it relates to revenue recognition will depend on whether the SEC removes or amends the guidance in SAB Topic 13 to be consistent with the new revenue standard. In addition, the ASU provides guidance on accounting for certain revenue-related costs including, but not limited to, when to capitalize costs associated with obtaining and fulfilling a contract. ASU 2014-09 provides companies with two implementation methods. Companies can choose to apply the standard retrospectively to each prior reporting period presented (full retrospective application) or retrospectively with the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings of the annual reporting period that includes the date of initial application (modified retrospective application). This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, and early application is not permitted. We are in the process of evaluating the impact that the updated standard will have on our consolidated financial position, results of operations and related disclosures. |
SIGNIFICANT_ACCOUNTING_POLICIE2
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||
Schedule of acquisition-related costs | ' | |||||||||||||||
The following table summarizes acquisition-related costs incurred during the three and nine months ended September 30, 2014 and 2013 (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Professional fees | $ | 1,136 | $ | 1,287 | $ | 2,849 | $ | 1,287 | ||||||||
Release of indemnification asset | 1,472 | 1,129 | 1,472 | 1,129 | ||||||||||||
Integration-related costs | 868 | 389 | 2,846 | 628 | ||||||||||||
Earn-out adjustment | (1,329 | ) | — | (1,329 | ) | — | ||||||||||
Total acquisition-related costs | $ | 2,147 | $ | 2,805 | $ | 5,838 | $ | 3,044 | ||||||||
RESTRUCTURING_COSTS_Tables
RESTRUCTURING COSTS (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||||||||||
Schedule of Restructuring Costs | ' | |||||||||||||||||||
The components included in the reconciliation of the liability balances are as follows (in thousands): | ||||||||||||||||||||
Balance at | Provisions | Cash Payments | Non-cash | Balance at | ||||||||||||||||
31-Dec-13 | 30-Sep-14 | |||||||||||||||||||
Accrued restructuring costs: | ||||||||||||||||||||
Severance and exit costs | $ | 1,878 | $ | 68 | $ | (1,627 | ) | $ | (21 | ) | $ | 298 | ||||||||
Contractual obligations | 303 | — | (189 | ) | 12 | 126 | ||||||||||||||
Total restructuring costs | $ | 2,181 | $ | 68 | $ | (1,816 | ) | $ | (9 | ) | $ | 424 | ||||||||
DISCONTINUED_OPERATIONS_Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
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 have been segregated from continuing operations and are reflected as discontinued operations for the three and nine months ended September 30, 2014 and 2013 (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Operating loss | $ | (93 | ) | $ | (224 | ) | $ | (259 | ) | $ | (481 | ) | ||||
Interest expense | (62 | ) | (58 | ) | (182 | ) | (173 | ) | ||||||||
Loss from disposal | — | (6 | ) | — | (6 | ) | ||||||||||
Income tax benefit | 55 | 106 | 158 | 242 | ||||||||||||
Loss from discontinued operations, net of taxes | $ | (100 | ) | $ | (182 | ) | $ | (283 | ) | $ | (418 | ) |
GOODWILL_AND_INTANGIBLE_ASSETS1
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||
Schedule of Goodwill by Reportable Business Segment | ' | |||||||||||||||||||||||
Goodwill by reportable business segments from December 31, 2013 to September 30, 2014 (in thousands): | ||||||||||||||||||||||||
North America | Europe | Asia Pacific | Total | |||||||||||||||||||||
Goodwill: | ||||||||||||||||||||||||
Gross value at December 31, 2013 | $ | 378,157 | $ | 49,204 | $ | 6,444 | $ | 433,805 | ||||||||||||||||
Accumulated impairment losses | (92,423 | ) | — | — | (92,423 | ) | ||||||||||||||||||
Carrying value at December 31, 2013 | 285,734 | 49,204 | 6,444 | 341,382 | ||||||||||||||||||||
Acquisitions | 30,936 | 932 | — | 31,868 | ||||||||||||||||||||
Adjustments to prior acquisitions | (625 | ) | (225 | ) | (95 | ) | (945 | ) | ||||||||||||||||
Impact of currency fluctuations | (1,118 | ) | (1,840 | ) | (96 | ) | (3,054 | ) | ||||||||||||||||
Carrying value at September 30, 2014 | $ | 314,927 | $ | 48,071 | $ | 6,253 | $ | 369,251 | ||||||||||||||||
Schedule of Other Intangible Assets | ' | |||||||||||||||||||||||
Summarized below are the carrying value and accumulated amortization, if applicable, by intangible asset class (in thousands): | ||||||||||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||||||||||
Gross Carrying Value | Accumulated Amortization | Net Carrying Value | Gross Carrying Value | Accumulated Amortization | Net Carrying Value | |||||||||||||||||||
Other intangible assets: | ||||||||||||||||||||||||
Customer lists | $ | 136,897 | $ | (68,606 | ) | $ | 68,291 | $ | 131,943 | $ | (63,564 | ) | $ | 68,379 | ||||||||||
Non-compete agreements | 11,145 | (6,593 | ) | 4,552 | 9,436 | (5,851 | ) | 3,585 | ||||||||||||||||
Developed technology | 18,900 | (1,071 | ) | 17,829 | 1,000 | (1,000 | ) | — | ||||||||||||||||
Other | 8,619 | (1,872 | ) | 6,747 | 8,003 | (1,330 | ) | 6,673 | ||||||||||||||||
Total other intangible assets | $ | 175,561 | $ | (78,142 | ) | $ | 97,419 | $ | 150,382 | $ | (71,745 | ) | $ | 78,637 | ||||||||||
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 | ||||||||||||||||||||||||
2014 | $ | 10,958 | ||||||||||||||||||||||
2015 | $ | 13,649 | ||||||||||||||||||||||
2016 | $ | 13,247 | ||||||||||||||||||||||
2017 | $ | 12,386 | ||||||||||||||||||||||
2018 | $ | 11,483 | ||||||||||||||||||||||
INDEBTEDNESS_Tables
INDEBTEDNESS (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Long-term Debt and Capital Lease Obligations | ' | |||||||
Long-term debt and capital lease obligations at September 30, 2014 and December 31, 2013 are as follows (in thousands): | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
Borrowings on credit facility | $ | 309,053 | $ | 270,139 | ||||
Capital lease obligations | 3,601 | 4,047 | ||||||
Subtotal | 312,654 | 274,186 | ||||||
Less current portion | (1,781 | ) | (1,719 | ) | ||||
Total long-term debt and capital lease obligations | $ | 310,873 | $ | 272,467 | ||||
EQUITYBASED_COMPENSATION_Table
EQUITY-BASED COMPENSATION (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
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 and non-qualified stock options 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, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Cost of revenues | $ | 144 | $ | 142 | $ | 482 | $ | 444 | ||||||||
Selling and marketing | 594 | 571 | 2,011 | 1,712 | ||||||||||||
Research and development | 181 | 222 | 481 | 651 | ||||||||||||
General and administrative | 1,741 | 1,123 | 4,570 | 2,887 | ||||||||||||
Equity-based compensation expense | $ | 2,660 | $ | 2,058 | $ | 7,544 | $ | 5,694 | ||||||||
Schedule of Unvested Restricted Stock Awards | ' | |||||||||||||||
The following table summarizes the activity of unvested restricted stock awards under our stock plans from December 31, 2013 to September 30, 2014: | ||||||||||||||||
Shares | Weighted-Average Grant Date Fair Value | |||||||||||||||
Unvested at December 31, 2013 | 1,943,760 | $ | 9.64 | |||||||||||||
Granted | 917,845 | 12.23 | ||||||||||||||
Vested/released | (495,013 | ) | 9.15 | |||||||||||||
Forfeited | (98,897 | ) | 9.29 | |||||||||||||
Unvested at September 30, 2014 | 2,267,695 | $ | 10.81 | |||||||||||||
Summary of Stock Options Activity | ' | |||||||||||||||
The following table summarizes the stock options activity under our stock plans from December 31, 2013 to September 30, 2014: | ||||||||||||||||
Options | Weighted- | Weighted-Average Remaining Contractual Life (in years) | Aggregate Intrinsic Value | |||||||||||||
Average Exercise Price | ||||||||||||||||
Options outstanding at December 31, 2013 | 107,668 | $ | 11.29 | |||||||||||||
Granted | — | — | ||||||||||||||
Exercised | (85,334 | ) | 11.29 | |||||||||||||
Expired | — | — | ||||||||||||||
Options outstanding and exercisable at September 30, 2014 | 22,334 | $ | 11.3 | 0.63 | $ | 14,857 | ||||||||||
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Schedule of Earnings Per Share Reconciliation | ' | |||||||||||||||
The following table represents a reconciliation of the basic and diluted earnings per share from continuing operations, or EPS, computations contained in our condensed consolidated financial statements (in thousands, except per share data): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net income from continuing operations | $ | 2,646 | $ | 4,845 | $ | 14,049 | $ | 20,134 | ||||||||
Weighted-average shares outstanding - basic and diluted: | ||||||||||||||||
Weighted-average shares outstanding - basic | 45,162 | 46,313 | 45,797 | 46,202 | ||||||||||||
Add effect of dilutive securities: | ||||||||||||||||
Unvested restricted stock | 730 | 504 | 674 | 479 | ||||||||||||
Stock options | 6 | 1 | 14 | 4 | ||||||||||||
Weighted-average shares outstanding - diluted | 45,898 | 46,818 | 46,485 | 46,685 | ||||||||||||
Basic net income per share from continuing operations | $ | 0.06 | $ | 0.1 | $ | 0.31 | $ | 0.44 | ||||||||
Diluted net income per share from continuing operations | $ | 0.06 | $ | 0.1 | $ | 0.3 | $ | 0.43 | ||||||||
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended | |||||||||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||||||||||||||
Fair Value Measurements, Recurring | ' | |||||||||||||||||||||||||||||||
We have segregated all financial assets and liabilities that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the table below (in thousands): | ||||||||||||||||||||||||||||||||
September 30, 2014 | 31-Dec-13 | |||||||||||||||||||||||||||||||
Fair Value | Level 1 | Level 2 | Level 3 | Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
Current Assets: | ||||||||||||||||||||||||||||||||
Available-for-sale securities | $ | 860 | $ | 860 | $ | — | $ | — | $ | 3,537 | $ | 3,537 | $ | — | $ | — | ||||||||||||||||
Total | $ | 860 | $ | 860 | $ | — | $ | — | $ | 3,537 | $ | 3,537 | $ | — | $ | — | ||||||||||||||||
September 30, 2014 | 31-Dec-13 | |||||||||||||||||||||||||||||||
Fair Value | Level 1 | Level 2 | Level 3 | Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
Long-term Liabilities: | ||||||||||||||||||||||||||||||||
Earn-out liability | $ | 8,874 | $ | — | $ | — | $ | 8,874 | $ | 3,841 | $ | — | $ | — | $ | 3,841 | ||||||||||||||||
Total | $ | 8,874 | $ | — | $ | — | $ | 8,874 | $ | 3,841 | $ | — | $ | — | $ | 3,841 | ||||||||||||||||
ACQUISITIONS_Tables
ACQUISITIONS (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Business Combinations [Abstract] | ' | |||||||||||
Schedule of Business Acquisitions, Preliminary Consideration Paid | ' | |||||||||||
The following table summarizes the consideration paid for ACT (in thousands): | ||||||||||||
Negotiated sales price | $ | 53,000 | ||||||||||
Working capital and other adjustments | (1,515 | ) | ||||||||||
Purchase price | $ | 51,485 | ||||||||||
The following table summarizes the preliminary consideration paid for Powwownow (in thousands): | ||||||||||||
Negotiated sales price | $ | 53,183 | ||||||||||
Preliminary working capital and other adjustments | (684 | ) | ||||||||||
Preliminary purchase price | $ | 52,499 | ||||||||||
The following table summarizes the preliminary consideration paid for TalkPoint (in thousands): | ||||||||||||
Negotiated sales price | $ | 56,500 | ||||||||||
Preliminary working capital and other adjustments | (917 | ) | ||||||||||
Preliminary purchase price | $ | 55,583 | ||||||||||
Schedule of Business Acquisition, Preliminary Valuation of Assets Acquired and Liabilities Assumed | ' | |||||||||||
The preliminary valuation of the assets acquired and liabilities assumed for TalkPoint and Powwownow and the final valuation of the assets acquired and liabilities assumed for ACT are as follows (in thousands): | ||||||||||||
TalkPoint Preliminary Valuation | Powwownow Preliminary Valuation | ACT Valuation | ||||||||||
Cash and equivalents | $ | 2 | $ | 1,295 | $ | 11,137 | ||||||
Other current assets | 3,329 | 3,221 | 12,321 | |||||||||
Property and equipment | 886 | 889 | 2,861 | |||||||||
Intangible assets | 27,300 | 35,568 | 31,000 | |||||||||
Deferred income taxes, net | — | — | 3,026 | |||||||||
Other assets | 1,579 | 8,163 | 2,905 | |||||||||
Total assets acquired | 33,096 | 49,136 | 63,250 | |||||||||
Current liabilities | 1,375 | 4,551 | 12,969 | |||||||||
Long-term liabilities | 8,006 | 12,831 | 4,432 | |||||||||
Deferred income taxes, net | — | 6,136 | 9,933 | |||||||||
Total liabilities assumed | 9,381 | 23,518 | 27,334 | |||||||||
Total identifiable net assets | 23,715 | 25,618 | 35,916 | |||||||||
Goodwill | 31,868 | 26,881 | 15,569 | |||||||||
Total net assets | $ | 55,583 | $ | 52,499 | $ | 51,485 | ||||||
SEGMENT_REPORTING_Tables
SEGMENT REPORTING (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
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, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net revenues: | ||||||||||||||||
North America | $ | 87,507 | $ | 85,677 | $ | 267,029 | $ | 258,346 | ||||||||
Europe | 36,080 | 27,591 | 111,497 | 83,945 | ||||||||||||
Asia Pacific | 16,796 | 17,302 | 49,383 | 49,949 | ||||||||||||
Consolidated | $ | 140,383 | $ | 130,570 | $ | 427,909 | $ | 392,240 | ||||||||
Operating income (loss): | ||||||||||||||||
North America | $ | (6,613 | ) | $ | 1,011 | $ | (3,663 | ) | $ | 8,197 | ||||||
Europe | 9,484 | 6,437 | 26,582 | 21,266 | ||||||||||||
Asia Pacific | 786 | 1,134 | 1,957 | 2,196 | ||||||||||||
Consolidated | $ | 3,657 | $ | 8,582 | $ | 24,876 | $ | 31,659 | ||||||||
CONSOLIDATED_STATEMENT_OF_CASH1
CONSOLIDATED STATEMENT OF CASH FLOWS INFORMATION (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
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, | ||||||||
2014 | 2013 | |||||||
Cash paid for interest | $ | 5,119 | $ | 3,521 | ||||
Income tax payments | $ | 4,708 | $ | 6,188 | ||||
Income tax refunds | $ | 761 | $ | 498 | ||||
Capital lease additions | $ | 1,147 | $ | 2,650 | ||||
Capitalized interest | $ | 236 | $ | 211 | ||||
BASIS_OF_PRESENTATION_Details
BASIS OF PRESENTATION (Details) | 9 Months Ended |
Sep. 30, 2014 | |
segment | |
country | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
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 | 1 Months Ended | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Mar. 31, 2013 | Sep. 30, 2012 | Feb. 28, 2014 | Sep. 30, 2014 | Feb. 18, 2014 | Dec. 31, 2013 | Jun. 30, 2011 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
Investment in Cloud Solutions Provider | Investment in Cloud Service Marketplace Company | Investment in Conferencing Company | Investment in Conferencing Company | Investment in Conferencing Company | Investment in Conferencing Company | Investment in Conferencing Company | Furniture and Fixtures | Furniture and Fixtures | Software | Software | Computer, Communication and Network Equipment | Computer, Communication and Network Equipment | |||||||
Minimum | Maximum | Minimum | Maximum | Minimum | Maximum | ||||||||||||||
Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted cash | $200,000 | ' | ' | $200,000 | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unbilled revenue within accounts receivable | 8,100,000 | ' | ' | 8,100,000 | ' | 5,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Provision (benefit) for doubtful accounts | -200,000 | ' | -100,000 | 203,000 | 214,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property and equipment, estimated useful life (in years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | '7 years | '2 years | '5 years | '3 years | '5 years |
Property and equipment, accumulated depreciation | 175,300,000 | ' | ' | 175,300,000 | ' | 157,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Software development cost capitalized | 6,000,000 | ' | 4,800,000 | 15,900,000 | 13,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Software development cost, amortization period (in years) | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capitalized software depreciation expense | 3,700,000 | ' | 3,500,000 | 10,900,000 | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment accounted for under cost method investment | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest earned on cost method investment (as a percent) | ' | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cost Method Investments | 1,000,000 | ' | ' | 1,000,000 | ' | 2,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment amount | ' | ' | ' | ' | ' | ' | 1,000,000 | 1,000,000 | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' |
Percent of investment sold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Gain on sale of investment | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
USF charges | 5,900,000 | ' | 6,500,000 | 19,200,000 | 20,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares repurchased | ' | ' | ' | 1,901,498 | 16,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock repurchase program, value of shares repurchased | ' | ' | ' | 24,600,000 | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Treasury Stock Acquired, Average Cost Per Share | ' | ' | ' | $12.93 | $10.52 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares withheld in satisfaction of employee tax withholding obligations | ' | ' | ' | 112,266 | 147,142 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount remitted related to tax withholding for share-based compensation | ' | ' | ' | 1,200,000 | 1,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | 5,000,000 | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, par or stated value per share | $0.01 | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
State excise and sales tax reserve | 9,400,000 | ' | ' | 9,400,000 | ' | 8,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income tax (benefit) expense | -376,000 | ' | 2,072,000 | 5,230,000 | 6,821,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized tax benefits | 8,000,000 | ' | ' | 8,000,000 | ' | 9,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized tax benefits that would affect effective tax rate, if recognized | 6,500,000 | ' | ' | 6,500,000 | ' | 7,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allowance for Doubtful Accounts Receivable, Charge-offs | 100,000 | ' | -100,000 | 500,000 | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Available-for-sale Securities, Current | ' | ' | ' | ' | ' | ' | ' | ' | ' | 900,000 | ' | 3,500,000 | ' | ' | ' | ' | ' | ' | ' |
Excise And Sales Tax Paid | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Valuation Allowances and Reserves, Adjustments | ' | ' | ' | $200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
SIGNIFICANT_ACCOUNTING_POLICIE4
SIGNIFICANT ACCOUNTING POLICIES (Acquisition-related Costs) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Total acquisition-related costs | $2,147 | $2,805 | $5,838 | $3,044 |
Professional fees | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Total acquisition-related costs | 1,136 | 1,287 | 2,849 | 1,287 |
Release of indemnification asset | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Total acquisition-related costs | 1,472 | 1,129 | 1,472 | 1,129 |
Integration-related costs | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Total acquisition-related costs | 868 | 389 | 2,846 | 628 |
Earn-out adjustment | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Total acquisition-related costs | ($1,329) | $0 | ($1,329) | $0 |
RESTRUCTURING_COSTS_Narrative_
RESTRUCTURING COSTS (Narrative) (Details) (USD $) | 9 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
2013 Realignment | 2013 Realignment | 2013 Realignment | 2013 Realignment | 2013 Realignment | Employee Severance | Contract Termination | Lease Termination | Lease Termination | ||||
position | North America | Europe | Asia Pacific | 2013 Realignment | 2013 Realignment | |||||||
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash Payments | $1,816,000 | $1,158,000 | ' | ' | ' | ' | ' | ' | ' | ' | $189,000 | ' |
Approximate number of positions eliminated | ' | ' | ' | ' | 60 | ' | ' | ' | ' | ' | ' | ' |
Restructuring expense to date | ' | ' | ' | ' | ' | 1,300,000 | 2,000,000 | 200,000 | 3,300,000 | 200,000 | ' | ' |
Restructuring reserve | $424,000 | ' | $2,181,000 | $300,000 | ' | ' | ' | ' | ' | ' | $126,000 | $303,000 |
Period in which reserves will be paid (in years) | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' |
RESTRUCTURING_COSTS_Schedule_o
RESTRUCTURING COSTS (Schedule of Restructuring Costs) (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Restructuring Reserve [Roll Forward] | ' | ' |
Beginning balance | $2,181 | ' |
Provisions | 68 | ' |
Cash Payments | -1,816 | -1,158 |
Non-cash | -9 | ' |
Ending balance | 424 | ' |
Severance and exit costs | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Beginning balance | 1,878 | ' |
Provisions | 68 | ' |
Cash Payments | -1,627 | ' |
Non-cash | -21 | ' |
Ending balance | 298 | ' |
Contractual obligations | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Beginning balance | 303 | ' |
Provisions | 0 | ' |
Cash Payments | -189 | ' |
Non-cash | 12 | ' |
Ending balance | $126 | ' |
DISCONTINUED_OPERATIONS_Schedu
DISCONTINUED OPERATIONS (Schedule of Discontinued Operations) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Discontinued Operations and Disposal Groups [Abstract] | ' | ' | ' | ' |
Operating loss | ($93) | ($224) | ($259) | ($481) |
Interest expense | -62 | -58 | -182 | -173 |
Loss from disposal | 0 | -6 | 0 | -6 |
Income tax benefit | 55 | 106 | 158 | 242 |
Loss from discontinued operations, net of taxes | ($100) | ($182) | ($283) | ($418) |
GOODWILL_AND_INTANGIBLE_ASSETS2
GOODWILL AND INTANGIBLE ASSETS (Schedule of Goodwill by Reportable Business Segment) (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Goodwill [Line Items] | ' | ' |
Goodwill gross value | ' | $433,805 |
Accumulated impairment losses | -92,423 | ' |
Goodwill [Roll Forward] | ' | ' |
Carrying value at | 341,382 | ' |
Acquisitions | 31,868 | ' |
Adjustments to prior acquisitions | -945 | ' |
Impact of currency fluctuations | -3,054 | ' |
Carrying value at | 369,251 | ' |
North America | ' | ' |
Goodwill [Line Items] | ' | ' |
Goodwill gross value | ' | 378,157 |
Accumulated impairment losses | -92,423 | ' |
Goodwill [Roll Forward] | ' | ' |
Carrying value at | 285,734 | ' |
Acquisitions | 30,936 | ' |
Adjustments to prior acquisitions | -625 | ' |
Impact of currency fluctuations | -1,118 | ' |
Carrying value at | 314,927 | ' |
Europe | ' | ' |
Goodwill [Line Items] | ' | ' |
Goodwill gross value | ' | 49,204 |
Accumulated impairment losses | 0 | ' |
Goodwill [Roll Forward] | ' | ' |
Carrying value at | 49,204 | ' |
Acquisitions | 932 | ' |
Adjustments to prior acquisitions | -225 | ' |
Impact of currency fluctuations | -1,840 | ' |
Carrying value at | 48,071 | ' |
Asia Pacific | ' | ' |
Goodwill [Line Items] | ' | ' |
Goodwill gross value | ' | 6,444 |
Accumulated impairment losses | 0 | ' |
Goodwill [Roll Forward] | ' | ' |
Carrying value at | 6,444 | ' |
Acquisitions | 0 | ' |
Adjustments to prior acquisitions | -95 | ' |
Impact of currency fluctuations | -96 | ' |
Carrying value at | $6,253 | ' |
GOODWILL_AND_INTANGIBLE_ASSETS3
GOODWILL AND INTANGIBLE ASSETS (Schedule of Other Intangible Assets) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite Lived And Indefinite Intangible Assets [Line Items] | ' | ' |
Gross Carrying Value | $175,561 | $150,382 |
Accumulated Amortization | -78,142 | -71,745 |
Net Carrying Value | 97,419 | 78,637 |
Customer lists | ' | ' |
Finite Lived And Indefinite Intangible Assets [Line Items] | ' | ' |
Gross Carrying Value | 136,897 | 131,943 |
Accumulated Amortization | -68,606 | -63,564 |
Net Carrying Value | 68,291 | 68,379 |
Non-compete agreements | ' | ' |
Finite Lived And Indefinite Intangible Assets [Line Items] | ' | ' |
Gross Carrying Value | 11,145 | 9,436 |
Accumulated Amortization | -6,593 | -5,851 |
Net Carrying Value | 4,552 | 3,585 |
Developed technology | ' | ' |
Finite Lived And Indefinite Intangible Assets [Line Items] | ' | ' |
Gross Carrying Value | 18,900 | 1,000 |
Accumulated Amortization | -1,071 | -1,000 |
Net Carrying Value | 17,829 | 0 |
Other | ' | ' |
Finite Lived And Indefinite Intangible Assets [Line Items] | ' | ' |
Gross Carrying Value | 8,619 | 8,003 |
Accumulated Amortization | -1,872 | -1,330 |
Net Carrying Value | $6,747 | $6,673 |
GOODWILL_AND_INTANGIBLE_ASSETS4
GOODWILL AND INTANGIBLE ASSETS (Narrative) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 |
Minimum | Maximum | Domain Names | Trademarks | Trade Names | Customer lists | Customer lists | Customer lists | Non-compete agreements | Non-compete agreements | Non-compete agreements | Developed technology | Developed technology | Developed technology | |||
Business Acquisitions | Business Acquisitions | Business Acquisitions | Business Acquisitions | |||||||||||||
Indefinite-lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Patent and trademark fees | $900,000 | $900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other intangible assets, net | 96,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other intangible assets useful life (in years) | ' | ' | '1 year | '20 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net carrying value | 97,419,000 | 78,637,000 | ' | ' | ' | ' | 4,700,000 | 68,291,000 | 68,379,000 | 66,100,000 | 4,552,000 | 3,585,000 | 4,600,000 | 17,829,000 | 0 | 17,800,000 |
Other intangible assets | ' | ' | ' | ' | $400,000 | $1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
GOODWILL_AND_INTANGIBLE_ASSETS5
GOODWILL AND INTANGIBLE ASSETS (Schedule of Other Intangible Assets Amortization Expense) (Details) (USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
2014 | $10,958 |
2015 | 13,649 |
2016 | 13,247 |
2017 | 12,386 |
2018 | $11,483 |
INDEBTEDNESS_Schedule_of_Longt
INDEBTEDNESS (Schedule of Long-term Debt and Capital Lease Obligations) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ' | ' |
Borrowings on credit facility | $309,053 | $270,139 |
Capital lease obligations | 3,601 | 4,047 |
Subtotal | 312,654 | 274,186 |
Less current portion | -1,781 | -1,719 |
Total long-term debt and capital lease obligations | $310,873 | $272,467 |
INDEBTEDNESS_Narrative_Details
INDEBTEDNESS (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | |||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | |||
Base Rate | Federal Funds Purchased | Prime Rate | One-month LIBOR | London Interbank Offered Rate (LIBOR) | Line Of Credit Term A Loan | Credit Facility Accordian Feature | Line of Credit Facility Including Accordion Feature | Letter of Credit | ||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | $500,000,000 | $400,000,000 | ' | ' | ' | ' | ' | $350,000,000 | $150,000,000 | $75,000,000 | $575,000,000 | ' |
Debt issuance costs | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of issued and outstanding stock pledged of foreign subsidiaries as collateral for credit facility | ' | ' | 65.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Description of variable rate basis | ' | ' | ' | ' | 'base rate | 'federal funds rate | 'prime rate | 'one-month LIBOR | 'LIBOR | ' | ' | ' | ' | ' |
Applicable percentage | ' | ' | ' | ' | 1.25% | 0.50% | ' | 1.50% | 2.25% | ' | ' | ' | ' | ' |
Interest rate at end of period (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 2.44% | ' | ' | ' | ' | ' |
Unused capacity, commitment fee percentage | ' | ' | 0.35% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowings on credit facility | $309,053,000 | $270,139,000 | $309,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,600,000 |
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, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Equity-based compensation expense | $2,660 | $2,058 | $7,544 | $5,694 |
Cost of revenues | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Equity-based compensation expense | 144 | 142 | 482 | 444 |
Selling and marketing | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Equity-based compensation expense | 594 | 571 | 2,011 | 1,712 |
Research and development | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Equity-based compensation expense | 181 | 222 | 481 | 651 |
General and administrative | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Equity-based compensation expense | $1,741 | $1,123 | $4,570 | $2,887 |
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, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Estimated forfeiture rate (as a percent) | ' | ' | 3.00% | ' | ' |
Equity instruments other than options, Units outstanding | 2,267,695 | ' | 2,267,695 | ' | 1,943,760 |
Weighted average fair value of restricted shares per share granted (in dollars per share) | ' | ' | $12.23 | $10.84 | ' |
Aggregate fair value of stock vested | $1 | $0.50 | $6.20 | $5.70 | ' |
Shares issued relating to vesting of restricted stock awards (in shares) | ' | ' | 362,255 | ' | 544,559 |
Value of unvested restricted stock | $17.40 | ' | $17.40 | ' | ' |
Weighted-average recognition period for unvested restricted stock (in years) | ' | ' | '2 years 0 months 0 days | ' | ' |
Shares issued upon exercise of options | ' | ' | 85,334 | ' | ' |
Restricted Stock Units (RSUs) | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Equity instruments other than options, Units outstanding | 124,591 | ' | 124,591 | ' | 90,000 |
2014 Plan | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Number of shares authorized | 4,959,944 | ' | 4,959,944 | ' | ' |
2000 Directors Stock Plan | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Number of shares authorized | 1,900,000 | ' | 1,900,000 | ' | ' |
EQUITYBASED_COMPENSATION_Sched1
EQUITY-BASED COMPENSATION (Schedule of Share-based Compensation Restricted Stock Units Award Activity) (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Shares | ' | ' |
Balance | 1,943,760 | ' |
Granted | 917,845 | ' |
Vested/released | -495,013 | ' |
Forfeited | -98,897 | ' |
Balance | 2,267,695 | ' |
Weighted-Average Grant Date Fair Value | ' | ' |
Balance | $9.64 | ' |
Granted | $12.23 | $10.84 |
Vested/released | $9.15 | ' |
Forfeited | $9.29 | ' |
Balance | $10.81 | ' |
EQUITYBASED_COMPENSATION_Sched2
EQUITY-BASED COMPENSATION (Schedule of Stock Option Activity) (Details) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Options (in shares) | ' |
Options outstanding at beginning of period | 107,668 |
Granted | 0 |
Exercised | -85,334 |
Expired | 0 |
Options outstanding and exercisable at end of period | 22,334 |
Weighted- Average Exercise Price | ' |
Options outstanding at beginning of period | $11.29 |
Granted | $0 |
Exercised | $11.29 |
Expired | $0 |
Options outstanding and exercisable at end of period | $11.30 |
Weighted-Average Remaining Contractual Life (in years) | '7 months 17 days |
Aggregate Intrinsic Value | $14,857 |
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, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | ||||
Earnings Per Share [Abstract] | ' | ' | ' | ' | ||||
Net income from continuing operations | $2,646 | $4,845 | $14,049 | $20,134 | ||||
Weighted-average shares outstanding - basic | 45,162,000 | 46,313,000 | 45,797,000 | 46,202,000 | ||||
Add effect of dilutive securities: | ' | ' | ' | ' | ||||
Unvested restricted stock | 730,000 | 504,000 | 674,000 | 479,000 | ||||
Stock options | 6,000 | 1,000 | 14,000 | 4,000 | ||||
Weighted-average shares outstanding - diluted | 45,898,000 | 46,818,000 | 46,485,000 | 46,685,000 | ||||
Basic net income per share from continuing operations | $0.06 | [1] | $0.10 | [1] | $0.31 | [1] | $0.44 | [1] |
Diluted net income per share from continuing operations | $0.06 | [1] | $0.10 | [1] | $0.30 | [1] | $0.43 | [1] |
Anti-dilutive shares excluded from diluted shares outstanding | ' | 91,000 | 9,310 | 60,574 | ||||
[1] | Column totals may not sum due to the effect of rounding on EPS. |
FAIR_VALUE_MEASUREMENTS_Recurr
FAIR VALUE MEASUREMENTS (Recurring) (Details) (Recurring, USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Available-for-sale securities | $860 | $3,537 |
Total | 860 | 3,537 |
Earn-out liability | 8,874 | 3,841 |
Total | 8,874 | 3,841 |
Level 1 | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Available-for-sale securities | 860 | 3,537 |
Total | 860 | 3,537 |
Earn-out liability | 0 | 0 |
Total | 0 | 0 |
Level 2 | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Available-for-sale securities | 0 | 0 |
Total | 0 | 0 |
Earn-out liability | 0 | 0 |
Total | 0 | 0 |
Level 3 | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Available-for-sale securities | 0 | 0 |
Total | 0 | 0 |
Earn-out liability | 8,874 | 3,841 |
Total | $8,874 | $3,841 |
FAIR_VALUE_MEASUREMENTS_Narrat
FAIR VALUE MEASUREMENTS (Narrative) (Details) (Investment in Conferencing Company, USD $) | 1 Months Ended | |
In Millions, unless otherwise specified | Feb. 28, 2014 | Feb. 18, 2014 |
Investment in Conferencing Company | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Percent of investment sold | ' | 50.00% |
Investment accounted for under cost method investment | $1 | ' |
Gain on sale of investment | $0.50 | ' |
ACQUISITIONS_Schedule_of_Consi
ACQUISITIONS (Schedule of Consideration Paid) (Details) (USD $) | 0 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 19, 2014 | Dec. 03, 2013 | Sep. 04, 2013 |
TalkPoint | Powwownow | ACT | |
Business Acquisition [Line Items] | ' | ' | ' |
Negotiated sales price | $56,500 | $53,183 | $53,000 |
Preliminary working capital and other adjustments | -917 | -684 | -1,515 |
Preliminary purchase price | $55,583 | $52,499 | $51,485 |
ACQUISITIONS_Narrative_Details
ACQUISITIONS (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 19, 2014 | Sep. 19, 2014 | Sep. 04, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 04, 2013 | Dec. 03, 2013 | Sep. 30, 2014 | Dec. 03, 2013 | Aug. 01, 2013 | Aug. 01, 2013 | Sep. 19, 2014 | Sep. 19, 2014 | Sep. 04, 2013 | Dec. 03, 2013 | Aug. 01, 2013 | Sep. 19, 2014 | Sep. 04, 2013 | Dec. 03, 2013 | Sep. 19, 2014 | Dec. 03, 2013 | Sep. 04, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 04, 2013 | |
TalkPoint | TalkPoint | ACT | ACT | ACT | ACT | Powwownow | Powwownow | Powwownow | Copper | Copper | Developed technology | Customer Relationships | Customer Relationships | Customer Relationships | Customer Relationships | Non-compete agreements | Non-compete agreements | Non-compete agreements | Trade Names | Trade Names | Scenario, Adjustment | Direct Transaction Costs | Direct Transaction Costs | Direct Transaction Costs | Direct Transaction Costs | Domestic Tax Authority | ||||||
TalkPoint | TalkPoint | ACT | Powwownow | Copper | TalkPoint | ACT | Powwownow | TalkPoint | Powwownow | ACT | TalkPoint | ACT | Powwownow | Copper | ACT | |||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition-related costs | $2,147,000 | $2,805,000 | $5,838,000 | $3,044,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $400,000 | $1,400,000 | $400,000 | $400,000 | ' |
Indemnification asset | ' | ' | ' | ' | ' | ' | 1,600,000 | ' | ' | ' | 3,700,000 | ' | ' | 8,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Uncertain tax position | ' | ' | ' | ' | ' | ' | 1,600,000 | ' | ' | ' | 3,400,000 | ' | ' | 8,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 |
Interest payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Finite-lived intangible assets, preliminary valuation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,900,000 | 7,000,000 | 30,200,000 | 29,000,000 | 6,400,000 | 1,800,000 | 800,000 | 2,100,000 | 600,000 | 4,400,000 | ' | ' | ' | ' | ' | ' |
Goodwill | 369,251,000 | ' | 369,251,000 | ' | 341,382,000 | ' | 31,868,000 | ' | ' | ' | 15,569,000 | ' | ' | 26,881,000 | ' | 3,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization period (in years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 years | '10 years | '10 years | '10 years | ' | '5 years | '5 years | '3 years | '2 years | '10 years | ' | ' | ' | ' | ' | ' |
Contingent Consideration, Liability | ' | ' | ' | ' | ' | ' | 6,400,000 | ' | ' | ' | ' | ' | ' | 3,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent Consideration, Liability, change in amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred Tax Liabilities | ' | ' | ' | ' | ' | ' | ' | 5,500,000 | ' | ' | ' | 6,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Assets | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | 900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Indemnification asset, Prepaid expenses and other current assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Indemnification asset, Other assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred Tax Liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible assets | ' | ' | ' | ' | ' | ' | 27,300,000 | ' | ' | ' | 31,000,000 | ' | ' | 35,568,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,300,000 | ' | ' | ' | ' | ' |
Preliminary purchase price | ' | ' | ' | ' | ' | 55,583,000 | ' | 51,485,000 | ' | ' | ' | 52,499,000 | ' | ' | 10,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preliminary working capital adjustment and other adjustments | ' | ' | ' | ' | ' | $917,000 | ' | $1,515,000 | ' | ' | ' | $684,000 | ' | ' | $200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
ACQUISITIONS_Schedule_of_Valua
ACQUISITIONS (Schedule of Valuation of Assets Acquired and Liabilities Assumed) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 03, 2013 | Sep. 04, 2013 | Sep. 19, 2014 |
In Thousands, unless otherwise specified | Powwownow | ACT | TalkPoint | ||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Cash and equivalents | ' | ' | $1,295 | $11,137 | $2 |
Other current assets | ' | ' | 3,221 | 12,321 | 3,329 |
Property and equipment | ' | ' | 889 | 2,861 | 886 |
Intangible assets | ' | ' | 35,568 | 31,000 | 27,300 |
Deferred income taxes, net | ' | ' | 0 | 3,026 | 0 |
Other assets | ' | ' | 8,163 | 2,905 | 1,579 |
Total assets acquired | ' | ' | 49,136 | 63,250 | 33,096 |
Current liabilities | ' | ' | 4,551 | 12,969 | 1,375 |
Long-term Liabilities | ' | ' | 12,831 | 4,432 | 8,006 |
Deferred income taxes, net | ' | ' | 6,136 | 9,933 | 0 |
Total liabilities assumed | ' | ' | 23,518 | 27,334 | 9,381 |
Total identifiable net assets | ' | ' | 25,618 | 35,916 | 23,715 |
Goodwill | 369,251 | 341,382 | 26,881 | 15,569 | 31,868 |
Total net assets | ' | ' | $52,499 | $51,485 | $55,583 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) (USD $) | Sep. 30, 2014 | Mar. 04, 2013 | Aug. 15, 2010 |
In Millions, unless otherwise specified | Income Tax Related Contingency | New York State Department of Taxation and Finance | New Jersey Division of Taxation |
Income Tax Contingency [Line Items] | ' | ' | ' |
Loss Contingency Accrual | $3.90 | ' | ' |
Tax assessed | ' | 4.3 | 6.2 |
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, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net revenues: | $140,383 | $130,570 | $427,909 | $392,240 |
Operating income (loss): | 3,657 | 8,582 | 24,876 | 31,659 |
North America | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net revenues: | 87,507 | 85,677 | 267,029 | 258,346 |
Operating income (loss): | -6,613 | 1,011 | -3,663 | 8,197 |
Europe | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net revenues: | 36,080 | 27,591 | 111,497 | 83,945 |
Operating income (loss): | 9,484 | 6,437 | 26,582 | 21,266 |
Asia Pacific | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net revenues: | 16,796 | 17,302 | 49,383 | 49,949 |
Operating income (loss): | $786 | $1,134 | $1,957 | $2,196 |
CONSOLIDATED_STATEMENT_OF_CASH2
CONSOLIDATED STATEMENT OF CASH FLOWS INFORMATION (Schedule of Cash Flow Supplemental Disclosures) (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Supplemental Cash Flow Elements [Abstract] | ' | ' |
Cash paid for interest | $5,119 | $3,521 |
Income tax payments | 4,708 | 6,188 |
Income tax refunds | 761 | 498 |
Capital lease additions | 1,147 | 2,650 |
Capitalized interest | $236 | $211 |
CONSOLIDATED_STATEMENT_OF_CASH3
CONSOLIDATED STATEMENT OF CASH FLOWS INFORMATION (Narrative) (Details) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Supplemental Cash Flow Elements [Abstract] | ' | ' |
Capital expenditures incurred not yet paid | $1.70 | $2.10 |