Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 05, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 | |
Entity Registrant Name | PREMIERE GLOBAL SERVICES, INC. | |
Entity Central Index Key | 880,804 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 46,753,585 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
CURRENT ASSETS | ||
Cash and equivalents | $ 19,317 | $ 40,220 |
Accounts receivable (net of allowances of $740 and $557, respectively) | 89,347 | 77,334 |
Prepaid expenses and other current assets | 17,616 | 13,536 |
Income taxes receivable | 707 | 1,897 |
Deferred income taxes, net | 10,148 | 10,447 |
Total current assets | 137,135 | 143,434 |
PROPERTY AND EQUIPMENT, NET | 100,647 | 100,954 |
OTHER ASSETS | ||
Goodwill | 410,089 | 386,416 |
Intangibles, net of amortization | 96,411 | 102,350 |
Deferred income taxes, net | 2,422 | 2,342 |
Other assets | 13,810 | 20,734 |
Total assets | 760,514 | 756,230 |
CURRENT LIABILITIES | ||
Accounts payable | 48,418 | 57,211 |
Income taxes payable | 1,346 | 2,217 |
Accrued taxes, other than income taxes | 14,177 | 17,562 |
Accrued expenses | 51,420 | 37,807 |
Current maturities of long-term debt and capital lease obligations | 2,199 | 1,971 |
Accrued restructuring costs | 431 | 958 |
Deferred income taxes, net | 16 | 17 |
Total current liabilities | 118,007 | 117,743 |
LONG-TERM LIABILITIES | ||
Long-term debt and capital lease obligations | 335,811 | 332,825 |
Accrued expenses | 34,198 | 23,219 |
Deferred income taxes, net | 24,824 | 27,453 |
Total long-term liabilities | $ 394,833 | $ 383,497 |
COMMITMENTS AND CONTINGENCIES (Note 11) | ||
SHAREHOLDERS’ EQUITY | ||
Common stock, $.01 par value; 150,000,000 shares authorized, 46,753,585 and 47,378,794 shares issued and outstanding, respectively | $ 470 | $ 475 |
Additional paid-in capital | 436,060 | 442,585 |
Accumulated other comprehensive loss | (16,603) | (6,545) |
Accumulated deficit | (172,253) | (181,525) |
Total shareholders’ equity | 247,674 | 254,990 |
Total liabilities and shareholders’ equity | $ 760,514 | $ 756,230 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 740 | $ 557 |
Common Stock, par value per share | $ 0.01 | $ 0.01 |
Common Stock, shares authorized | 150,000,000 | 150,000,000 |
Common Stock, shares issued | 46,753,585 | 47,378,794 |
Common Stock, shares outstanding | 46,753,585 | 47,378,794 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Income Statement [Abstract] | |||||
Net revenue | $ 140,967 | $ 140,383 | $ 427,593 | $ 427,909 | |
Operating expenses | |||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 56,302 | 57,965 | 170,343 | 176,508 | |
Selling and marketing | 37,000 | 36,813 | 111,125 | 112,242 | |
General and administrative (exclusive of expenses shown separately below) | 19,336 | 17,810 | 60,509 | 54,815 | |
Research and development | 5,793 | 5,534 | 16,385 | 14,655 | |
Excise and sales tax expense | 331 | 0 | 331 | 0 | |
Depreciation | 8,886 | 8,697 | 26,350 | 26,248 | |
Amortization | 3,962 | 2,582 | 12,399 | 7,549 | |
Restructuring costs | 49 | 68 | 4,195 | 68 | |
Asset impairments | 1 | 4,938 | 151 | 4,938 | |
Net legal settlements and related expenses | (10) | 172 | (21) | 172 | |
Acquisition/divestiture-related costs | 2,421 | 2,147 | 6,021 | 5,838 | |
Total operating expenses | 134,071 | 136,726 | 407,788 | 403,033 | |
Operating income | 6,896 | 3,657 | 19,805 | 24,876 | |
Other (expense) income | |||||
Interest expense | (2,975) | (2,133) | (8,478) | (6,618) | |
Interest income | 2 | 5 | 16 | 25 | |
Other, net | (1,018) | 741 | (616) | 996 | |
Total other expense, net | (3,991) | (1,387) | (9,078) | (5,597) | |
Income from continuing operations before income taxes | 2,905 | 2,270 | 10,727 | 19,279 | |
Income tax (benefit) expense | (553) | (376) | 1,002 | 5,230 | |
Net income from continuing operations | 3,458 | 2,646 | 9,725 | 14,049 | |
Loss from discontinued operations, net of taxes | (119) | (100) | (453) | (283) | |
Net income | $ 3,339 | $ 2,546 | $ 9,272 | $ 13,766 | |
BASIC WEIGHTED-AVERAGE SHARES OUTSTANDING | 44,133 | 45,162 | 44,365 | 45,797 | |
Basic net income (loss) per share | |||||
Continuing operations (in dollars per share) | [1] | $ 0.08 | $ 0.06 | $ 0.22 | $ 0.31 |
Discontinued operations (in dollars per share) | [1] | 0 | 0 | (0.01) | (0.01) |
Net income per share (in dollars per share) | [1] | $ 0.08 | $ 0.06 | $ 0.21 | $ 0.30 |
DILUTED WEIGHTED-AVERAGE SHARES OUTSTANDING | 45,002 | 45,898 | 45,028 | 46,485 | |
Diluted net income (loss) per share | |||||
Continuing operations (in dollars per share) | [1] | $ 0.08 | $ 0.06 | $ 0.22 | $ 0.30 |
Discontinued operations (in dollars per share) | [1] | 0 | 0 | (0.01) | (0.01) |
Net income per share (in dollars per share) | [1] | $ 0.07 | $ 0.06 | $ 0.21 | $ 0.30 |
[1] | Column totals may not sum due to the effect of rounding on EPS. |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 3,339 | $ 2,546 | $ 9,272 | $ 13,766 |
Other comprehensive income (loss): | ||||
Unrealized gain (loss) on available-for-sale securities, net of taxes | 672 | (21) | 755 | (1,694) |
Net gain reclassified from accumulated other comprehensive income to net income | 0 | 0 | 0 | (468) |
Translation adjustments | (5,807) | (9,388) | (10,813) | (7,039) |
Total other comprehensive loss | (5,135) | (9,409) | (10,058) | (9,201) |
Comprehensive income | $ (1,796) | $ (6,863) | $ (786) | $ 4,565 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Balance, beginning at Dec. 31, 2014 | $ 254,990 | $ 475 | $ 442,585 | $ (181,525) | $ (6,545) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 9,272 | 9,272 | |||
Other comprehensive loss | (10,058) | (10,058) | |||
Equity-based compensation | 9,583 | 9,583 | |||
Treasury stock purchase and retirement | (14,206) | (15) | (14,191) | ||
Redemption of restricted shares, net | (1,951) | 10 | (1,961) | ||
Income tax benefit from equity awards | 44 | 44 | |||
Balance, ending at Sep. 30, 2015 | $ 247,674 | $ 470 | $ 436,060 | $ (172,253) | $ (16,603) |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 9,272 | $ 13,766 |
Loss from discontinued operations, net of taxes | 453 | 283 |
Net income from continuing operations | 9,725 | 14,049 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 26,350 | 26,248 |
Amortization | 12,399 | 7,549 |
Amortization of debt issuance costs | 546 | 491 |
Net legal settlements and related expenses | (21) | 172 |
Payments for legal settlements and related expenses | (116) | (170) |
Deferred income taxes | (1,598) | 1,096 |
Restructuring costs | 4,195 | 68 |
Payments for restructuring costs | (4,559) | (1,816) |
Asset impairments | 151 | 4,938 |
Equity-based compensation | 9,821 | 7,544 |
Excess tax benefits from share-based payment arrangements | (215) | (448) |
Provision for doubtful accounts | 467 | 203 |
Acquisition/divestiture-related costs | 6,021 | 5,838 |
Cash paid for acquisition/divestiture-related costs | (5,056) | (5,411) |
Changes in working capital, net of business acquisitions | (16,556) | (6,460) |
Net cash provided by operating activities from continuing operations | 41,554 | 53,891 |
Net cash used in operating activities from discontinued operations | (508) | (259) |
Net cash provided by operating activities | 41,046 | 53,632 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Capital expenditures | (27,997) | (26,562) |
Business acquisitions, net of cash acquired | (16,109) | (55,517) |
Other investing activities, net | (301) | 2,046 |
Net cash used in investing activities from continuing operations | (44,407) | (80,033) |
Net cash used in investing activities from discontinued operations | 0 | 0 |
Net cash used in investing activities | (44,407) | (80,033) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Principal payments under borrowing arrangements | (81,971) | (99,509) |
Proceeds from borrowing arrangements | 83,500 | 137,000 |
Payment of debt issuance costs | 0 | (1,060) |
Payment of earn-out liability | (1,841) | 0 |
Excess tax benefits of share-based payment arrangements | 215 | 448 |
Purchase and retirement of treasury stock, at cost | (15,605) | (25,844) |
Exercise of stock options | 0 | 963 |
Net cash (used in) provided by financing activities from continuing operations | (15,702) | 11,998 |
Net cash (used in) provided by financing activities from discontinued operations | 0 | 0 |
Net cash (used in) provided by financing activities | (15,702) | 11,998 |
Effect of exchange rate changes on cash and equivalents | (1,840) | (1,047) |
NET DECREASE IN CASH AND EQUIVALENTS | (20,903) | (15,450) |
CASH AND EQUIVALENTS, beginning of period | 40,220 | 44,955 |
CASH AND EQUIVALENTS, end of period | $ 19,317 | $ 29,505 |
BASIS OF PRESENTATION (Notes)
BASIS OF PRESENTATION (Notes) | 9 Months Ended |
Sep. 30, 2015 | |
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 dedicated provider of collaboration software and services. We created iMeet ® , an expanding portfolio of purpose-built applications designed to meet the daily collaboration and communications needs of business professionals, with solutions for web, video and audio conferencing, smart calendar management, webcasting, project management and sales acceleration. PGi's award-winning unified communications and collaboration, or UC&C, solutions help nearly 50,000 businesses in 25 countries in our three segments in North America, Europe and Asia Pacific. On September 10, 2015 , PGi announced that we entered into a definitive agreement to be acquired by funds managed or advised by Siris Capital Group, LLC, or Siris, in a transaction valued at approximately $1.0 billion . Under the terms of the merger agreement, Siris will acquire all of the outstanding common stock of PGi for $14.00 per share in cash. The agreement was unanimously approved by PGi’s Board of Directors, which recommended that PGi’s shareholders approve the merger agreement with Siris. The transaction is subject to customary closing conditions, including the receipt of shareholder approval. All required regulatory approvals for the transaction have been obtained. A special meeting of PGi’s shareholders will be held on December 3, 2015 to consider and vote upon, among other matters, the proposal to approve the merger agreement. The transaction is not subject to a financing condition. PGi may be required to pay a termination fee of $19.7 million if the merger agreement is terminated under certain circumstances. Upon completion of the acquisition, PGi will become wholly owned by an affiliate of Siris. If approved, the transaction is expected to close in the fourth quarter of 2015 or the first quarter of 2016. Costs incurred by PGi associated with this transaction in each of the three and nine months ended September 30, 2015 totaled approximately $2.9 million . These costs have been recorded in “Acquisition/divestiture-related costs” in our condensed consolidated statements of operations. 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, 2015 are not indicative of the results that may be expected for the full fiscal year of 2015 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, 2014 , 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 POLICIES
SIGNIFICANT ACCOUNTING POLICIES (Notes) | 9 Months Ended |
Sep. 30, 2015 | |
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, 2015 and December 31, 2014 , we had $0.7 million and $0.4 million of restricted cash, respectively. Accounts Receivable and Allowance for Doubtful Accounts Included in accounts receivable at September 30, 2015 and December 31, 2014 was earned but unbilled revenue of $8.1 million and $5.1 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 . Provision for doubtful accounts was $0.0 million for the three months ended September 30, 2015 . Provision for doubtful accounts resulted in a benefit of $0.2 million for the three months ended September 30, 2014 . Provision for doubtful accounts was $0.5 million and $0.2 million for the nine months ended September 30, 2015 and 2014 , respectively. Write-offs against the allowance for doubtful accounts were $0.0 million and $0.1 million for the three months ended September 30, 2015 and 2014 , respectively. Write-offs against the allowance for doubtful accounts were $0.3 million and $0.5 million for the nine months ended September 30, 2015 and 2014 , 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 $201.3 million and $177.8 million as of September 30, 2015 and December 31, 2014 , 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 $6.9 million and $6.0 million of these costs for the three months ended September 30, 2015 and 2014 , respectively, and $18.4 million and $15.9 million of these costs for the nine months ended September 30, 2015 and 2014 , 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 $4.3 million and $3.7 million for the three months ended September 30, 2015 and 2014 , respectively, and $12.1 million and $10.9 million for the nine months ended September 30, 2015 and 2014 , 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, 2014 , the date of our most recent assessment. As of September 30, 2015 , 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. Our cost method investment had a carrying value of $1.0 million as of September 30, 2015 and was included as a component of “Other assets” in our condensed consolidated balance sheets for each period presented. The total carrying value of our cost method investments as of December 31, 2014 was $1.1 million and was included as a component of “Other assets” in our condensed consolidated balance sheets for each period presented. Of this amount at December 31, 2014 , $1.0 million was related to our investment in a privately held cloud solutions provider. 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 loss” 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 $1.1 million and $0.3 million as of September 30, 2015 and December 31, 2014 , respectively, and 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 UC&C software-as-a-service, or SaaS, revenue consists of five 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 ; • Subscription- and event-based fees associated with commitments for our self-service webcasting and event streaming product and our team workspace and project management platform. 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 months , and event-based fees are recognized when the event occurs; • 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, or FCC, 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, or USAC. 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 revenue" in our condensed consolidated statements of operations. Had we presented USF charges on a gross basis, net revenue and cost of revenue would have been $5.9 million higher for each of the three months ended September 30, 2015 and 2014 and $18.6 million and $19.2 million higher for the nine months ended September 30, 2015 and 2014 , 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. Revenue and expenses are translated at average rates of exchange prevailing during the year. The resulting translation adjustments are recorded in the “Accumulated other comprehensive loss” 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 loss” 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, 2015 , we repurchased 1,529,354 shares of our common stock for $14.2 million in the open market at an average price of $9.29 per share, pursuant to our board-approved stock repurchase program. All such repurchases were made in the three months ended March 31, 2015. 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 prior board-approved stock repurchase program. During the nine months ended September 30, 2015 and 2014 , we redeemed 182,218 and 112,266 shares, respectively, of our common stock to satisfy certain of our employees’ tax withholding obligations due upon the vesting of their restricted stock grants and remitted $1.4 million and $1.2 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/divestiture-related Costs Acquisition/divestiture-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 and divestitures, termination and related costs for transitional and certain other employees, integration-related professional fees and other post-business combination expenses associated with our acquisitions and divestitures. The following table summarizes acquisition/divestiture-related costs incurred during the three and nine months ended September 30, 2015 and 2014 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Divestiture-related costs Professional fees $ 2,854 $ — $ 2,854 $ — Acquisition-related costs Professional fees 266 1,136 637 2,849 Release of indemnification asset 612 1,472 612 1,472 Integration-related costs 416 868 2,976 2,846 Earn-out adjustments, net (1,727 ) (1,329 ) (1,058 ) (1,329 ) Total acquisition/divestiture-related costs $ 2,421 $ 2,147 $ 6,021 $ 5,838 Included in Integration-related costs above in 2015 is a lease abandonment charge of approximately $0.8 million related to a facility in the United Kingdom that will no longer be utilized due to recent acquisition activities in that country. 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, 2015 and 2014 , 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 $10.7 million and $9.9 million at each of September 30, 2015 and December 31, 2014, 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, 2015 was $(0.6) million and $1.0 million , respectively, compared to $(0.4) million and $5.2 million for the three and nine months ended September 30, 2014 , respectively. The decrease in income tax expense during the nine months ended September 30, 2015 compared to the same period in the prior year is primarily related to the decrease in income from continuing operations before income taxes for the three and nine months ended September 30, 2015 compared to the same periods of 2014. We had $7.4 million and $8.2 million of unrecognized tax benefits as of September 30, 2015 and December 31, 2014 , respectively. Upon resolution, $5.9 million and $6.9 million of unrecognized tax benefits would affect our annual effective tax rate as of September 30, 2015 and December 31, 2014, 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, 2015 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, 2015, the net change in our valuation allowance was $0.1 million . New Accounting Pronouncements In September 2015, the Financial Accounting Standards Board, or FASB, issued ASU No. 2015-16, "Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments," which eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Under this ASU, acquirers must recognize measurement-period adjustments in the period in which they determine the amounts, including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. This guidance is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. Accordingly, we plan to adopt the provisions of this update at the beginning of fiscal year 2017, and we are currently assessing the impact on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs." This topic converges the guidance within U.S. GAAP and IFRS. The new standard intends to simplify the presentation of debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, versus recording the costs as a prepaid expense in other assets that is amortized. The new standard will more closely align the presentation of debt issuance costs under U.S. GAAP with the presentation under comparable IFRS. In August 2015, the FASB issued ASU 2015-15, "Interest - Imputation of Interest" (Subtopic 835-30) to address the measurement of debt issuance costs associated with line-of-credit arrangements. ASU 2015-15 states that an entity can defer and present debt issuance costs as an asset and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless if there are outstanding borrowings on the line-of-credit arrangement. The new guidance is effective for annual reporting periods beginning after December 15, 2015, including interim reporting periods within that reporting period and early application is permitted. Accordingly, we plan to adopt the provisions of this new accounting standard at the beginning of fiscal year 2016. As this standard impacts only the classification of certain amounts within the consolidated balance sheets, we do not expect this ASU to have a material impact on our consolidated financial statements. In April 2015, the FASB issued Accounting Standard Update, or ASU, 2015-03, "Simplifying the Presentation of Debt Issuance Costs." The amendment modifies the presentation of unamortized debt issuance costs on our condensed consolidated balance sheets. Under the new guidance, we will present such amounts as a direct deduction from the face amount of the debt rather than as an asset. Amortization of the debt issuance costs will continue to be reported as interest expense. The guidance will be effective for us beginning January 1, 2016. Early adoption is permitted. The new guidance must be applied retrospectively to each prior period presented. We do not expect the impact of adopting this guidance to be material to our consolidated financial statements. In May 2014, the FASB issued 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, or 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). Originally this guidance was to be effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. In August 2015, the FASB deferred the effective date of ASU 2014-09 by one year and early adoption would now be permitted, but not before the original publication effective date. We are in the process of evaluating the impact that the adoption of the standard will have on our consolidated financial position, results of operations, and related disclosures. |
RESTRUCTURING COSTS (Notes)
RESTRUCTURING COSTS (Notes) | 9 Months Ended |
Sep. 30, 2015 | |
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, 2015 . 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 $4.6 million and $1.8 million during the nine months ended September 30, 2015 and 2014 , respectively. The components included in the reconciliation of the liability balances are as follows (in thousands): Balance at Provisions Cash Payments Non-cash (1) Balance at December 31, 2014 September 30, 2015 Accrued restructuring costs: Severance and exit costs $ 842 $ 3,816 $ (4,086 ) $ (164 ) $ 408 Contractual obligations 116 379 (473 ) 1 23 Total restructuring costs $ 958 $ 4,195 $ (4,559 ) $ (163 ) $ 431 (1) Non-cash includes the impact of currency fluctuations. Realignment of Workforce – 2015 For the 2015 alignment, we recorded restructuring expenses of $4.3 million during the nine months ended September 30, 2015 . Of these expenses, $3.9 million relate to severance costs. We eliminated approximately 90 positions in an effort to realign our international operations and ensure that our organizational structure is optimally aligned to take full advantage of our market opportunities. We also recorded $0.4 million in contract termination costs associated with this realignment. On a segment basis, these restructuring costs totaled $1.5 million in North America, $1.0 million in Europe and $1.8 million in Asia Pacific. Our reserve for the 2015 realignment was $0.3 million at September 30, 2015 , which we anticipate will be paid within one year . Realignment of Workforce – 2014 During 2014, we eliminated approximately 15 positions in an effort to consolidate and streamline various functions of our workforce. To date, we have recorded $0.5 million of severance costs, including a $(0.1) million adjustment recorded in 2015, and $0.1 million in contract termination costs associated with this realignment. On a segment basis, these restructuring costs totaled $0.1 million in North America and $0.5 million in Europe. There is no remaining reserve for the 2014 realignment at September 30, 2015 . 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 $0.1 million at September 30, 2015 , which we anticipate will be paid within one year . |
DISCONTINUED OPERATIONS (Notes)
DISCONTINUED OPERATIONS (Notes) | 9 Months Ended |
Sep. 30, 2015 | |
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, 2015 and 2014 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Operating loss $ (118 ) $ (93 ) $ (508 ) $ (259 ) Interest expense (66 ) (62 ) (196 ) (182 ) Income tax benefit 65 55 251 158 Loss from discontinued operations, net of taxes $ (119 ) $ (100 ) $ (453 ) $ (283 ) The results of discontinued operations for the three and nine months ended September 30, 2015 and 2014 reflect ongoing costs associated with the state telecommunications excise tax and state corporate tax matters set forth in Note 11. We have agreed to indemnify the purchaser of our PGiSend messaging business, which was sold in 2010, for these pre-closing, residual liabilities. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Notes) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Goodwill Goodwill by reportable business segments from December 31, 2014 to September 30, 2015 (in thousands): North America Europe Asia Pacific Total Goodwill: Gross value at December 31, 2014 $ 428,511 $ 44,433 $ 5,895 $ 478,839 Accumulated impairment losses (92,423 ) — — (92,423 ) Carrying value at December 31, 2014 336,088 44,433 5,895 386,416 Modality acquisition 2,166 30,548 177 32,891 Adjustments to prior acquisitions (2,999 ) — — (2,999 ) Impact of currency fluctuations (2,619 ) (2,877 ) (723 ) (6,219 ) Carrying value at September 30, 2015 $ 332,636 $ 72,104 $ 5,349 $ 410,089 Goodwill is not subject to amortization but is subject to periodic reviews for impairment. Goodwill due to our 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. Intangible Assets Summarized below are the carrying value and accumulated amortization, if applicable, by intangible asset class (in thousands): September 30, 2015 December 31, 2014 Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Intangible assets: Customer lists $ 139,720 $ (75,441 ) $ 64,279 $ 138,149 $ (69,904 ) $ 68,245 Non-compete agreements 14,717 (8,513 ) 6,204 13,170 (6,891 ) 6,279 Developed technology 23,498 (4,285 ) 19,213 23,000 (1,843 ) 21,157 Other 9,985 (3,270 ) 6,715 8,809 (2,140 ) 6,669 Total other intangible assets $ 187,920 $ (91,509 ) $ 96,411 $ 183,128 $ (80,778 ) $ 102,350 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 $0.8 million and $1.0 million of these assets recorded as of September 30, 2015 and December 31, 2014 , respectively. Intangible assets include $94.9 million of net intangible assets at September 30, 2015 that are subject to amortization. Intangible assets that are subject to amortization are amortized over an estimated useful life between one and 20 years. 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 2015 $ 16,461 2016 $ 16,107 2017 $ 15,135 2018 $ 13,257 2019 $ 11,453 |
INDEBTEDNESS (Notes)
INDEBTEDNESS (Notes) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
INDEBTEDNESS | INDEBTEDNESS Long-term debt and capital lease obligations at September 30, 2015 and December 31, 2014 are as follows (in thousands): September 30, December 31, Borrowings on credit facility $ 334,282 $ 330,895 Capital lease obligations 3,728 3,901 Subtotal 338,010 334,796 Less current portion (2,199 ) (1,971 ) Total long-term debt and capital lease obligations $ 335,811 $ 332,825 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 1.50% and 2.50% , respectively, at September 30, 2015 under our credit facility. Our interest rate on LIBOR loans, which comprised materially all of our outstanding borrowings, as of September 30, 2015 , was 2.74% . 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, 2015 , the rate applied to the unused portion of our credit facility was 0.40% . Our credit facility contains customary terms and restrictive covenants, including financial covenants. At September 30, 2015 , we had $334.3 million of borrowings and $3.2 million in letters of credit outstanding under our credit facility. |
EQUITY-BASED COMPENSATION (Note
EQUITY-BASED COMPENSATION (Notes) | 9 Months Ended |
Sep. 30, 2015 | |
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, or 2014 plan, and our amended and restated 2000 directors stock plan, as amended, or 2000 directors stock plan. 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, 2015 2014 2015 2014 Cost of revenue $ 73 $ 144 $ 339 $ 482 Selling and marketing 1,093 594 2,460 2,011 Research and development 327 181 773 481 General and administrative 2,263 1,741 6,249 4,570 Equity-based compensation expense $ 3,756 $ 2,660 $ 9,821 $ 7,544 Restricted Stock 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, 2014 to September 30, 2015 : Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2014 2,297,652 $ 10.97 Granted 1,262,180 9.87 Vested/released (687,250 ) 10.36 Forfeited (135,308 ) 10.46 Unvested at September 30, 2015 2,737,274 $ 10.65 Included in the table above are 166,250 and 134,591 restricted stock units outstanding at September 30, 2015 and December 31, 2014 , 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 the nine months ended September 30, 2015 and 2014 was $9.87 and $12.23 , respectively. The aggregate fair value of restricted stock vested was $1.9 million and $7.3 million for the three and nine months ended September 30, 2015 , respectively, and $1.0 million and $6.2 million for the three and nine months ended September 30, 2014 , respectively. During the nine months ended September 30, 2015 and the year ended December 31, 2014 , we issued 506,576 and 626,928 shares, respectively, of our common stock relating to the vesting of restricted stock. As of September 30, 2015 , we had $19.6 million of unvested restricted stock, which we will record in our condensed consolidated statements of operations over a weighted-average recognition period of approximately 1.9 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, 2014 to September 30, 2015 : Options Weighted- Average Exercise Price Weighted-Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Options outstanding at December 31, 2014 22,334 $ 11.30 Granted — — Exercised — — Expired (22,334 ) 11.30 Options outstanding and exercisable at September 30, 2015 — $ — — $ — As of September 30, 2015 , 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 (Notes)
EARNINGS PER SHARE (Notes) | 9 Months Ended |
Sep. 30, 2015 | |
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, 2015 and 2014 , 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, 2015 and 2014 . 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, 2015 2014 2015 2014 Net income from continuing operations $ 3,458 $ 2,646 $ 9,725 $ 14,049 Weighted-average shares outstanding - basic and diluted: Weighted-average shares outstanding - basic 44,133 45,162 44,365 45,797 Add effect of dilutive securities: Unvested restricted stock 869 730 663 674 Stock options — 6 — 14 Weighted-average shares outstanding - diluted 45,002 45,898 45,028 46,485 Basic net income per share from continuing operations $ 0.08 $ 0.06 $ 0.22 $ 0.31 Diluted net income per share from continuing operations $ 0.08 $ 0.06 $ 0.22 $ 0.30 The weighted-average diluted common shares outstanding for the three and nine months ended September 30, 2015 excludes the effect of 0 and 102,876 restricted stock and out-of-the-money options, respectively, because their effect would be anti-dilutive. The weighted-average diluted common shares outstanding for the three and nine months ended September 30, 2014 excludes the effect of 0 and 9,310 restricted stock and out-of-the-money options, respectively, because their effect would be anti-dilutive. |
FAIR VALUE MEASUREMENTS (Notes)
FAIR VALUE MEASUREMENTS (Notes) | 9 Months Ended |
Sep. 30, 2015 | |
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, 2015 and December 31, 2014 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, 2015 ; therefore, the fair value of this investment was based on Level 1 inputs. 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, 2015 and December 31, 2014 . As further discussed in Note 10 , we recorded a contingent consideration liability in connection with our acquisitions of TalkPoint Holdings, L.L.C., or TalkPoint, and Central Desktop, Inc., or Central Desktop, and Modality Systems Limited, or Modality. 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, Central Desktop and Modality 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, 2015 December 31, 2014 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Current Assets: Available-for-sale securities $ 1,053 $ 1,053 $ — $ — $ 327 $ 327 $ — $ — Total $ 1,053 $ 1,053 $ — $ — $ 327 $ 327 $ — $ — September 30, 2015 December 31, 2014 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Current Liabilities: Earn-out liability $ 15,817 $ — $ — $ 15,817 $ 4,727 $ — $ — $ 4,727 Long-term Liabilities: Earn-out liability $ 15,430 $ — $ — $ 15,430 $ 6,545 $ — $ — $ 6,545 Total $ 31,247 $ — $ — $ 31,247 $ 11,272 $ — $ — $ 11,272 |
ACQUISITIONS (Notes)
ACQUISITIONS (Notes) | 9 Months Ended |
Sep. 30, 2015 | |
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. Central Desktop On October 16, 2014, we completed the acquisition of Central Desktop, a leading cloud-based team workspace platform, by acquiring all of Central Desktop’s outstanding stock via merger. The following table summarizes the consideration paid for Central Desktop (in thousands): Negotiated sales price $ 25,000 Working capital and other adjustments 76 Purchase price $ 25,076 In addition, the Central Desktop merger 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/divestiture-related costs for the year ended December 31, 2014. Central Desktop’s financial results since its acquisition date are included in our North America segment. 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 consideration paid for TalkPoint (in thousands): Negotiated sales price $ 56,500 Working capital and other adjustments (673 ) Purchase price $ 55,827 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/divestiture-related costs for the year ended December 31, 2014. TalkPoint’s financial results since its acquisition date are included primarily in our North America segment. 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 UC&C SaaS solutions to those customers, and opportunities to improve performance by leveraging best practices, operational expertise and global scale. The recognized goodwill for Central Desktop is not expected to be deductible for income tax purposes. The final valuation of the assets acquired and liabilities assumed for TalkPoint and Central Desktop are as follows (in thousands): Central Desktop Valuation TalkPoint Valuation Cash and equivalents $ 193 $ 2 Other current assets 962 3,340 Property and equipment 301 303 Intangible assets 9,200 28,400 Deferred income taxes, net 4,432 — Other assets 64 1,578 Total assets acquired 15,152 33,623 Current liabilities 5,749 1,448 Long-term liabilities — 8,006 Deferred income taxes, net 3,474 — Total liabilities assumed 9,223 9,454 Total identifiable net assets 5,929 24,169 Goodwill 19,147 31,658 Total net assets $ 25,076 $ 55,827 Valuation Adjustments for Central Desktop We performed a valuation of the assets and liabilities of Central Desktop at its acquisition date. Adjustments as a result of the valuation and the bases for their determination are summarized as follows: Developed technology - Developed technology was the primary asset acquired in the Central Desktop acquisition. We valued developed technology using the relief from royalty approach. The developed technology was valued at $6.0 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 Central Desktop acquisition. We valued customer relationships using the income approach, specifically the multi-period excess earnings method. The customer relationships were valued at $1.1 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 Central Desktop 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 revenue. The trade names were valued at $0.3 million for the Central Desktop acquisition under this approach and will be amortized over two years . Earn-out - We recorded a contingent consideration liability of approximately $2.9 million as of the acquisition date related to the Central Desktop earn-out, included in “Accrued expenses” under “Current Liabilities” in our condensed consolidated balance sheet. 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 Central Desktop during the earn-out period. The earn-out will be re-measured quarterly, with the change being reflected as "Acquisition/divestiture-related costs" in our condensed consolidated statements of operations. Valuation Adjustments for Talkpoint We finalized the valuation of the assets and liabilities of TalkPoint 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 $1.1 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 net contingent tax liabilities of $1.1 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 valued at $16.0 million for the acquisition under this approach which 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 valued at $9.5 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 $2.2 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 $0.7 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/divestiture-related costs" in our condensed consolidated statements of operations. Other Acquisitions Modality On February 5, 2015, we acquired substantially all of the outstanding equity interests of Modality, a dedicated Microsoft Skype for Business services and software firm, for $17.5 million , subject to a net working capital adjustment. We funded the acquisition through borrowings under our credit facility and incurred $0.3 million of direct transaction costs, which are recorded in acquisition/divestiture-related costs for the nine months ended September 30, 2015 . In addition, the Modality purchase agreement provides for potential earn-out payments to the sellers based on its annual revenue growth in 2015, 2016 and 2017. A total of $23.1 million was recorded at the acquisition date to reflect the fair value of the earn-out payments. The earn-out will be re-measured quarterly, with the change being reflected as "Acquisition/divestiture-related costs" in our condensed consolidated statements of operations. Modality's financial results since its acquisition date are included primarily in our Europe segment. Our consolidated results of operations include revenue of $9.8 million and a net loss of $1.9 million from Modality for the nine months ended September 30, 2015 . The primary assets acquired as part of the Modality acquisition were customer relationships totaling $4.6 million and other intangibles totaling $3.2 million . The recognized goodwill for Modality is not expected to be deductible for income tax purposes. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Notes) | 9 Months Ended |
Sep. 30, 2015 | |
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 , including approximately $1.9 million in taxes and $2.4 million in accrued interest and penalties, on which interest continues to accrue. We believe we are adequately reserved for this matter. We are vigorously contesting these assessments. However, if the New York State Department of Taxation’s assessment is sustained, the amount assessed could result in a material adjustment to our consolidated financial statements which would impact our cash flows and results of operations. We agreed to indemnify EasyLink for this matter in connection with our PGiSend sale. State Corporate Tax Matter On August 6, 2010, our former subsidiary, Xpedite, received a final determination from the New Jersey Division of Taxation upholding a corporate business tax audit assessment for the tax years ended December 31, 1998 through December 31, 2000 and December 31, 2002. The assessment totaled approximately $6.2 million as of August 15, 2010, including approximately $2.4 million in taxes and $3.8 million in accrued interest and penalties, on which interest continues to accrue. The assessment relates to the sourcing of Xpedite’s receipts for purposes of determining the amount of its income that is properly attributable to, and therefore taxable by, New Jersey. We are vigorously contesting the determination through a timely appeal that we filed with the Tax Court of New Jersey on November 2, 2010. On April 24, 2015, we filed a motion for summary judgment with the Tax Court of New Jersey which was denied on August 25, 2015. We filed a motion for reconsideration on September 14, 2015. 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. USF Contribution Matter Our subsidiary, ATS, received a letter from the USAC dated August 21, 2013, rejecting ATS’ revised amended 2012 Annual Telecommunications Worksheet on Form 499-A as not timely filed. On October 29, 2013, ATS filed an appeal to USAC’s decision with the FCC, as it subjects ATS to true-up invoices related to USF contributions. ATS incorrectly reported foreign-to-foreign revenues within its amended 2012 Form 499-A, and, as a result, those revenues (and some newly-identified foreign revenues) were incorrectly subject to USF contribution. On June 9, 2015, the Deputy Chief of the Wireline Competition Bureau (who has the delegated power to handle routine USF appeals) denied our FCC appeal. We are vigorously contesting this decision through an Application for Review of the Decision filed on July 9, 2015 asking the full Commission to review the Deputy Chief’s determination. If the Deputy Chief’s determination is sustained, the amount could result in a material adjustment to our consolidated financial statements which could impact our results of operations. Other Litigation and Claims We are involved in other litigation matters and are subject to claims 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 (Notes)
SEGMENT REPORTING (Notes) | 9 Months Ended |
Sep. 30, 2015 | |
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. Revenue from our North America segment is recognized in the United States and Canada, and revenue from our Europe segment is primarily recognized in Ireland and the United Kingdom. We present "Operating income" for each of our segments as a measure of segment profit. Our chief operating decision makers use operating income without the impact of income taxes and other non-operating items internally as a means of analyzing segment performance and believe that it more clearly represents our segment profit on an ongoing basis. No single customer accounted for more than 10% of net sales for the three and nine months ended September 30, 2015 and 2014. 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, 2015 2014 2015 2014 Net revenue: North America $ 89,759 $ 87,507 $ 272,155 $ 267,029 Europe 36,014 36,080 110,573 111,497 Asia Pacific 15,194 16,796 44,865 49,383 Consolidated $ 140,967 $ 140,383 $ 427,593 $ 427,909 Net revenue by type: Conferencing services revenue $ 107,917 $ 112,119 $ 329,797 $ 345,442 UC&C SaaS revenue 22,188 13,029 61,403 35,758 Resold services revenue 10,862 15,235 36,393 46,709 Net revenue $ 140,967 $ 140,383 $ 427,593 $ 427,909 Operating income (loss): North America $ (4,375 ) $ (6,613 ) $ (6,432 ) $ (3,663 ) Europe 10,145 9,484 26,145 26,582 Asia Pacific 1,126 786 92 1,957 Consolidated $ 6,896 $ 3,657 $ 19,805 $ 24,876 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS INFORMATION (Notes) | 9 Months Ended |
Sep. 30, 2015 | |
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, 2015 2014 Cash paid for interest $ 6,911 $ 5,119 Income tax payments $ 4,420 $ 4,708 Income tax refunds $ 2,269 $ 761 Capital lease additions $ 1,887 $ 1,147 Capitalized interest $ 191 $ 236 At September 30, 2015 and 2014 , we had accrued capital expenditures in “Total current liabilities” in our condensed consolidated balance sheets of $0.7 million and $1.7 million , respectively. |
SIGNIFICANT ACCOUNTING POLICI21
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
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. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Included in accounts receivable at September 30, 2015 and December 31, 2014 was earned but unbilled revenue of $8.1 million and $5.1 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 . Provision for doubtful accounts was $0.0 million for the three months ended September 30, 2015 . Provision for doubtful accounts resulted in a benefit of $0.2 million for the three months ended September 30, 2014 . Provision for doubtful accounts was $0.5 million and $0.2 million for the nine months ended September 30, 2015 and 2014 , respectively. Write-offs against the allowance for doubtful accounts were $0.0 million and $0.1 million for the three months ended September 30, 2015 and 2014 , respectively. Write-offs against the allowance for doubtful accounts were $0.3 million and $0.5 million for the nine months ended September 30, 2015 and 2014 , 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 $201.3 million and $177.8 million as of September 30, 2015 and December 31, 2014 , 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 $6.9 million and $6.0 million of these costs for the three months ended September 30, 2015 and 2014 , respectively, and $18.4 million and $15.9 million of these costs for the nine months ended September 30, 2015 and 2014 , respectively. We amortize these capitalized costs on a straight-line basis over the estimated life of the related software, not to exceed five years. |
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, 2014 , the date of our most recent assessment. As of September 30, 2015 , 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. Our cost method investment had a carrying value of $1.0 million as of September 30, 2015 and was included as a component of “Other assets” in our condensed consolidated balance sheets for each period presented. The total carrying value of our cost method investments as of December 31, 2014 was $1.1 million and was included as a component of “Other assets” in our condensed consolidated balance sheets for each period presented. Of this amount at December 31, 2014 , $1.0 million was related to our investment in a privately held cloud solutions provider. 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 loss” 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 $1.1 million and $0.3 million as of September 30, 2015 and December 31, 2014 , respectively, and 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 UC&C software-as-a-service, or SaaS, revenue consists of five 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 ; • Subscription- and event-based fees associated with commitments for our self-service webcasting and event streaming product and our team workspace and project management platform. 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 months , and event-based fees are recognized when the event occurs; • 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, or FCC, 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, or USAC. 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 revenue" in our condensed consolidated statements of operations. |
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. Revenue and expenses are translated at average rates of exchange prevailing during the year. The resulting translation adjustments are recorded in the “Accumulated other comprehensive loss” 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 loss” component of shareholders’ equity in our condensed consolidated balance sheets. |
Treasury Stock | Treasury Stock All treasury stock transactions are recorded at cost, and all shares of treasury stock repurchased are retired. |
Preferred Stock | 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/divestiture-related Costs | Acquisition/divestiture-related Costs Acquisition/divestiture-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 and divestitures, termination and related costs for transitional and certain other employees, integration-related professional fees and other post-business combination expenses associated with our acquisitions and divestitures. |
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, 2015 and 2014 , 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 $10.7 million and $9.9 million at each of September 30, 2015 and December 31, 2014, 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 |
New Accounting Pronouncements | New Accounting Pronouncements In September 2015, the Financial Accounting Standards Board, or FASB, issued ASU No. 2015-16, "Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments," which eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Under this ASU, acquirers must recognize measurement-period adjustments in the period in which they determine the amounts, including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. This guidance is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. Accordingly, we plan to adopt the provisions of this update at the beginning of fiscal year 2017, and we are currently assessing the impact on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs." This topic converges the guidance within U.S. GAAP and IFRS. The new standard intends to simplify the presentation of debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, versus recording the costs as a prepaid expense in other assets that is amortized. The new standard will more closely align the presentation of debt issuance costs under U.S. GAAP with the presentation under comparable IFRS. In August 2015, the FASB issued ASU 2015-15, "Interest - Imputation of Interest" (Subtopic 835-30) to address the measurement of debt issuance costs associated with line-of-credit arrangements. ASU 2015-15 states that an entity can defer and present debt issuance costs as an asset and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless if there are outstanding borrowings on the line-of-credit arrangement. The new guidance is effective for annual reporting periods beginning after December 15, 2015, including interim reporting periods within that reporting period and early application is permitted. Accordingly, we plan to adopt the provisions of this new accounting standard at the beginning of fiscal year 2016. As this standard impacts only the classification of certain amounts within the consolidated balance sheets, we do not expect this ASU to have a material impact on our consolidated financial statements. In April 2015, the FASB issued Accounting Standard Update, or ASU, 2015-03, "Simplifying the Presentation of Debt Issuance Costs." The amendment modifies the presentation of unamortized debt issuance costs on our condensed consolidated balance sheets. Under the new guidance, we will present such amounts as a direct deduction from the face amount of the debt rather than as an asset. Amortization of the debt issuance costs will continue to be reported as interest expense. The guidance will be effective for us beginning January 1, 2016. Early adoption is permitted. The new guidance must be applied retrospectively to each prior period presented. We do not expect the impact of adopting this guidance to be material to our consolidated financial statements. In May 2014, the FASB issued 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, or 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). Originally this guidance was to be effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. In August 2015, the FASB deferred the effective date of ASU 2014-09 by one year and early adoption would now be permitted, but not before the original publication effective date. We are in the process of evaluating the impact that the adoption of the standard will have on our consolidated financial position, results of operations, and related disclosures. |
SIGNIFICANT ACCOUNTING POLICI22
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Schedule of acquisition-related costs | The following table summarizes acquisition/divestiture-related costs incurred during the three and nine months ended September 30, 2015 and 2014 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Divestiture-related costs Professional fees $ 2,854 $ — $ 2,854 $ — Acquisition-related costs Professional fees 266 1,136 637 2,849 Release of indemnification asset 612 1,472 612 1,472 Integration-related costs 416 868 2,976 2,846 Earn-out adjustments, net (1,727 ) (1,329 ) (1,058 ) (1,329 ) Total acquisition/divestiture-related costs $ 2,421 $ 2,147 $ 6,021 $ 5,838 |
RESTRUCTURING COSTS (Tables)
RESTRUCTURING COSTS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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 (1) Balance at December 31, 2014 September 30, 2015 Accrued restructuring costs: Severance and exit costs $ 842 $ 3,816 $ (4,086 ) $ (164 ) $ 408 Contractual obligations 116 379 (473 ) 1 23 Total restructuring costs $ 958 $ 4,195 $ (4,559 ) $ (163 ) $ 431 (1) Non-cash includes the impact of currency fluctuations. |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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, 2015 and 2014 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Operating loss $ (118 ) $ (93 ) $ (508 ) $ (259 ) Interest expense (66 ) (62 ) (196 ) (182 ) Income tax benefit 65 55 251 158 Loss from discontinued operations, net of taxes $ (119 ) $ (100 ) $ (453 ) $ (283 ) |
GOODWILL AND INTANGIBLE ASSET25
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill by Reportable Business Segment | Goodwill by reportable business segments from December 31, 2014 to September 30, 2015 (in thousands): North America Europe Asia Pacific Total Goodwill: Gross value at December 31, 2014 $ 428,511 $ 44,433 $ 5,895 $ 478,839 Accumulated impairment losses (92,423 ) — — (92,423 ) Carrying value at December 31, 2014 336,088 44,433 5,895 386,416 Modality acquisition 2,166 30,548 177 32,891 Adjustments to prior acquisitions (2,999 ) — — (2,999 ) Impact of currency fluctuations (2,619 ) (2,877 ) (723 ) (6,219 ) Carrying value at September 30, 2015 $ 332,636 $ 72,104 $ 5,349 $ 410,089 |
Schedule of Other Intangible Assets | Summarized below are the carrying value and accumulated amortization, if applicable, by intangible asset class (in thousands): September 30, 2015 December 31, 2014 Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Intangible assets: Customer lists $ 139,720 $ (75,441 ) $ 64,279 $ 138,149 $ (69,904 ) $ 68,245 Non-compete agreements 14,717 (8,513 ) 6,204 13,170 (6,891 ) 6,279 Developed technology 23,498 (4,285 ) 19,213 23,000 (1,843 ) 21,157 Other 9,985 (3,270 ) 6,715 8,809 (2,140 ) 6,669 Total other intangible assets $ 187,920 $ (91,509 ) $ 96,411 $ 183,128 $ (80,778 ) $ 102,350 |
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 2015 $ 16,461 2016 $ 16,107 2017 $ 15,135 2018 $ 13,257 2019 $ 11,453 |
INDEBTEDNESS (Tables)
INDEBTEDNESS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt and Capital Lease Obligations | Long-term debt and capital lease obligations at September 30, 2015 and December 31, 2014 are as follows (in thousands): September 30, December 31, Borrowings on credit facility $ 334,282 $ 330,895 Capital lease obligations 3,728 3,901 Subtotal 338,010 334,796 Less current portion (2,199 ) (1,971 ) Total long-term debt and capital lease obligations $ 335,811 $ 332,825 |
EQUITY-BASED COMPENSATION (Tabl
EQUITY-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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, 2015 2014 2015 2014 Cost of revenue $ 73 $ 144 $ 339 $ 482 Selling and marketing 1,093 594 2,460 2,011 Research and development 327 181 773 481 General and administrative 2,263 1,741 6,249 4,570 Equity-based compensation expense $ 3,756 $ 2,660 $ 9,821 $ 7,544 |
Schedule of Unvested Restricted Stock Awards | The following table summarizes the activity of unvested restricted stock awards under our stock plans from December 31, 2014 to September 30, 2015 : Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2014 2,297,652 $ 10.97 Granted 1,262,180 9.87 Vested/released (687,250 ) 10.36 Forfeited (135,308 ) 10.46 Unvested at September 30, 2015 2,737,274 $ 10.65 |
Summary of Stock Options Activity | The following table summarizes the stock options activity under our stock plans from December 31, 2014 to September 30, 2015 : Options Weighted- Average Exercise Price Weighted-Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Options outstanding at December 31, 2014 22,334 $ 11.30 Granted — — Exercised — — Expired (22,334 ) 11.30 Options outstanding and exercisable at September 30, 2015 — $ — — $ — |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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, 2015 2014 2015 2014 Net income from continuing operations $ 3,458 $ 2,646 $ 9,725 $ 14,049 Weighted-average shares outstanding - basic and diluted: Weighted-average shares outstanding - basic 44,133 45,162 44,365 45,797 Add effect of dilutive securities: Unvested restricted stock 869 730 663 674 Stock options — 6 — 14 Weighted-average shares outstanding - diluted 45,002 45,898 45,028 46,485 Basic net income per share from continuing operations $ 0.08 $ 0.06 $ 0.22 $ 0.31 Diluted net income per share from continuing operations $ 0.08 $ 0.06 $ 0.22 $ 0.30 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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, 2015 December 31, 2014 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Current Assets: Available-for-sale securities $ 1,053 $ 1,053 $ — $ — $ 327 $ 327 $ — $ — Total $ 1,053 $ 1,053 $ — $ — $ 327 $ 327 $ — $ — September 30, 2015 December 31, 2014 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Current Liabilities: Earn-out liability $ 15,817 $ — $ — $ 15,817 $ 4,727 $ — $ — $ 4,727 Long-term Liabilities: Earn-out liability $ 15,430 $ — $ — $ 15,430 $ 6,545 $ — $ — $ 6,545 Total $ 31,247 $ — $ — $ 31,247 $ 11,272 $ — $ — $ 11,272 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisition, Preliminary Valuation of Assets Acquired and Liabilities Assumed | The final valuation of the assets acquired and liabilities assumed for TalkPoint and Central Desktop are as follows (in thousands): Central Desktop Valuation TalkPoint Valuation Cash and equivalents $ 193 $ 2 Other current assets 962 3,340 Property and equipment 301 303 Intangible assets 9,200 28,400 Deferred income taxes, net 4,432 — Other assets 64 1,578 Total assets acquired 15,152 33,623 Current liabilities 5,749 1,448 Long-term liabilities — 8,006 Deferred income taxes, net 3,474 — Total liabilities assumed 9,223 9,454 Total identifiable net assets 5,929 24,169 Goodwill 19,147 31,658 Total net assets $ 25,076 $ 55,827 |
Central Desktop | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, Preliminary Consideration Paid | The following table summarizes the consideration paid for Central Desktop (in thousands): Negotiated sales price $ 25,000 Working capital and other adjustments 76 Purchase price $ 25,076 |
TalkPoint | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, Preliminary Consideration Paid | The following table summarizes the consideration paid for TalkPoint (in thousands): Negotiated sales price $ 56,500 Working capital and other adjustments (673 ) Purchase price $ 55,827 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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, 2015 2014 2015 2014 Net revenue: North America $ 89,759 $ 87,507 $ 272,155 $ 267,029 Europe 36,014 36,080 110,573 111,497 Asia Pacific 15,194 16,796 44,865 49,383 Consolidated $ 140,967 $ 140,383 $ 427,593 $ 427,909 Net revenue by type: Conferencing services revenue $ 107,917 $ 112,119 $ 329,797 $ 345,442 UC&C SaaS revenue 22,188 13,029 61,403 35,758 Resold services revenue 10,862 15,235 36,393 46,709 Net revenue $ 140,967 $ 140,383 $ 427,593 $ 427,909 Operating income (loss): North America $ (4,375 ) $ (6,613 ) $ (6,432 ) $ (3,663 ) Europe 10,145 9,484 26,145 26,582 Asia Pacific 1,126 786 92 1,957 Consolidated $ 6,896 $ 3,657 $ 19,805 $ 24,876 |
CONSOLIDATED STATEMENT OF CAS32
CONSOLIDATED STATEMENT OF CASH FLOWS INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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, 2015 2014 Cash paid for interest $ 6,911 $ 5,119 Income tax payments $ 4,420 $ 4,708 Income tax refunds $ 2,269 $ 761 Capital lease additions $ 1,887 $ 1,147 Capitalized interest $ 191 $ 236 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) $ / shares in Units, $ in Thousands | Sep. 10, 2015USD ($)$ / shares | Sep. 30, 2015USD ($)country | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)countrybusinesssegment | Sep. 30, 2014USD ($) |
Business Acquisition [Line Items] | |||||
Number of businesses that use PGI's solutions (nearly 50,000) | business | 50,000 | ||||
Number of countries in which entity operates | country | 25 | 25 | |||
Number of operating segments | segment | 3 | ||||
Transaction Costs | $ 2,421 | $ 2,147 | $ 6,021 | $ 5,838 | |
Merger Agreement | |||||
Business Acquisition [Line Items] | |||||
Termination fee | $ 19,700 | ||||
Merger Agreement | Siris Capital Group, LLC | |||||
Business Acquisition [Line Items] | |||||
Transaction valuation | $ 1,000,000 | ||||
Price per share (in dollars per share) | $ / shares | $ 14 | ||||
Transaction Costs | $ 2,900 | $ 2,900 |
SIGNIFICANT ACCOUNTING POLICI34
SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Feb. 28, 2014USD ($) | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)component$ / sharesshares | Sep. 30, 2014USD ($)$ / sharesshares | Dec. 31, 2014USD ($) | Mar. 31, 2013USD ($) | Jun. 30, 2011USD ($) | |
Significant Accounting Policies [Line Items] | ||||||||
Restricted cash | $ 700,000 | $ 700,000 | $ 400,000 | |||||
Unbilled revenue within accounts receivable | 8,100,000 | $ 8,100,000 | 5,100,000 | |||||
Period in which revenue is billed | 30 days | |||||||
Provision for doubtful accounts | 0 | $ (200,000) | $ 467,000 | $ 203,000 | ||||
Write-offs against the allowance for doubtful accounts | 0 | 100,000 | 300,000 | 500,000 | ||||
Property and equipment, accumulated depreciation | 201,300,000 | 201,300,000 | 177,800,000 | |||||
Software development cost capitalized | 6,900,000 | 6,000,000 | $ 18,400,000 | 15,900,000 | ||||
Software development cost, amortization period (in years) | 5 years | |||||||
Capitalized software depreciation expense | 4,300,000 | 3,700,000 | $ 12,100,000 | 10,900,000 | ||||
Goodwill impairment | 0 | |||||||
Carrying value of cost method investments | 1,000,000 | $ 1,000,000 | 1,100,000 | |||||
Number of primary components associated with collaboration solutions | component | 5 | |||||||
USF charges | $ 5,900,000 | 5,900,000 | $ 18,600,000 | $ 19,200,000 | ||||
Number of shares repurchased | shares | 1,529,354 | 1,901,498 | ||||||
Stock repurchase program, value of shares repurchased | $ 14,200,000 | $ 24,600,000 | ||||||
Average price per share of stock repurchased | $ / shares | $ 9.29 | $ 12.93 | ||||||
Shares withheld in satisfaction of employee tax withholding obligations | shares | 182,218 | 112,266 | ||||||
Amount remitted related to tax withholding for share-based compensation | $ 1,400,000 | $ 1,200,000 | ||||||
Preferred stock, shares authorized | shares | 5,000,000 | 5,000,000 | ||||||
Preferred stock, par or stated value per share | $ / shares | $ 0.01 | $ 0.01 | ||||||
Preferred stock, shares issued | shares | 0 | 0 | ||||||
Preferred stock, shares outstanding | shares | 0 | 0 | ||||||
Acquisition/divestiture-related costs | $ 2,421,000 | 2,147,000 | $ 6,021,000 | 5,838,000 | ||||
State excise and sales tax reserve | 10,700,000 | 10,700,000 | 9,900,000 | |||||
Income tax (benefit) expense | (553,000) | $ (376,000) | 1,002,000 | $ 5,230,000 | ||||
Unrecognized tax benefits | 7,400,000 | 7,400,000 | 8,200,000 | |||||
Unrecognized tax benefits that would affect effective tax rate, if recognized | 5,900,000 | 5,900,000 | 6,900,000 | |||||
Change in valuation allowance | 100,000 | |||||||
Integration-related costs | United Kingdom | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Acquisition/divestiture-related costs | 800,000 | |||||||
Investment in Cloud Solutions Provider | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Investment amount | 1,000,000 | $ 1,000,000 | ||||||
Investment in Conferencing Company | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Investment amount | $ 1,000,000 | |||||||
Percent of investment sold | 50.00% | |||||||
Investment accounted for under cost method investment | $ 1,000,000 | |||||||
Gain on sale of investment | $ 500,000 | |||||||
Market value of available-for-sale investment | $ 1,100,000 | $ 1,100,000 | $ 300,000 | |||||
Minimum | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Contract term | 12 months | |||||||
Maximum | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Contract term | 24 months | |||||||
Furniture and Fixtures | Minimum | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Property and equipment, estimated useful life (in years) | 5 years | |||||||
Furniture and Fixtures | Maximum | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Property and equipment, estimated useful life (in years) | 7 years | |||||||
Software | Minimum | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Property and equipment, estimated useful life (in years) | 2 years | |||||||
Software | Maximum | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Property and equipment, estimated useful life (in years) | 5 years | |||||||
Computer, Communication and Network Equipment | Minimum | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Property and equipment, estimated useful life (in years) | 3 years | |||||||
Computer, Communication and Network Equipment | Maximum | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Property and equipment, estimated useful life (in years) | 5 years |
SIGNIFICANT ACCOUNTING POLICI35
SIGNIFICANT ACCOUNTING POLICIES (Acquisition-related Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Business Acquisition [Line Items] | ||||
Acquisition/divestiture-related costs | $ 2,421 | $ 2,147 | $ 6,021 | $ 5,838 |
Merger Agreement | ||||
Business Acquisition [Line Items] | ||||
Professional fees | 2,854 | 0 | 2,854 | 0 |
Series of Individually Immaterial Business Acquisitions | Professional Fees | ||||
Business Acquisition [Line Items] | ||||
Acquisition/divestiture-related costs | 266 | 1,136 | 637 | 2,849 |
Series of Individually Immaterial Business Acquisitions | Release of indemnification asset | ||||
Business Acquisition [Line Items] | ||||
Acquisition/divestiture-related costs | 612 | 1,472 | 612 | 1,472 |
Series of Individually Immaterial Business Acquisitions | Integration-related costs | ||||
Business Acquisition [Line Items] | ||||
Acquisition/divestiture-related costs | 416 | 868 | 2,976 | 2,846 |
Series of Individually Immaterial Business Acquisitions | Earn-out adjustments, net | ||||
Business Acquisition [Line Items] | ||||
Acquisition/divestiture-related costs | $ (1,727) | $ (1,329) | $ (1,058) | $ (1,329) |
RESTRUCTURING COSTS (Narrative)
RESTRUCTURING COSTS (Narrative) (Details) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015USD ($)position | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($)position | Dec. 31, 2013position | |
Restructuring Cost and Reserve [Line Items] | ||||
Cash payments | $ 4,559,000 | $ 1,816,000 | ||
Restructuring expenses | 4,300,000 | |||
Realignment reserve | $ 431,000 | $ 958,000 | ||
2015 Realignment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Approximate number of positions eliminated | position | 90 | |||
Realignment reserve | $ 300,000 | |||
Period in which reserves will be paid (in years) | 1 year | |||
2015 Realignment | Employee Severance | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expenses | $ 3,900,000 | |||
2015 Realignment | Contract Termination | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expenses | 400,000 | |||
2014 Realignment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Approximate number of positions eliminated | position | 15 | |||
Realignment reserve | 0 | |||
2014 Realignment | Employee Severance | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expense to date | 500,000 | |||
Adjustment amount | (100,000) | |||
2014 Realignment | Contract Termination | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expense to date | 100,000 | |||
2013 Realignment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Approximate number of positions eliminated | position | 60 | |||
Realignment reserve | $ 100,000 | |||
Period in which reserves will be paid (in years) | 1 year | |||
2013 Realignment | Employee Severance | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expense to date | $ 3,300,000 | |||
2013 Realignment | Contract Termination | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expense to date | 200,000 | |||
North America | 2015 Realignment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expenses | 1,500,000 | |||
North America | 2014 Realignment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expense to date | 100,000 | |||
North America | 2013 Realignment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expense to date | 1,300,000 | |||
Europe | 2015 Realignment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expenses | 1,000,000 | |||
Europe | 2014 Realignment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expense to date | 500,000 | |||
Europe | 2013 Realignment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expense to date | 2,000,000 | |||
Asia Pacific | 2015 Realignment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expenses | 1,800,000 | |||
Asia Pacific | 2013 Realignment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expense to date | $ 200,000 |
RESTRUCTURING COSTS (Schedule o
RESTRUCTURING COSTS (Schedule of Restructuring Costs) (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | ||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | $ 958 | ||
Provisions | 4,195 | ||
Cash Payments | (4,559) | $ (1,816) | |
Non-cash | [1] | (163) | |
Ending balance | 431 | ||
Severance and exit costs | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 842 | ||
Provisions | 3,816 | ||
Cash Payments | (4,086) | ||
Non-cash | [1] | (164) | |
Ending balance | 408 | ||
Contractual obligations | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 116 | ||
Provisions | 379 | ||
Cash Payments | (473) | ||
Non-cash | [1] | 1 | |
Ending balance | $ 23 | ||
[1] | Non-cash includes the impact of currency fluctuations. |
DISCONTINUED OPERATIONS (Schedu
DISCONTINUED OPERATIONS (Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Operating loss | $ (118) | $ (93) | $ (508) | $ (259) |
Interest expense | (66) | (62) | (196) | (182) |
Income tax benefit | 65 | 55 | 251 | 158 |
Loss from discontinued operations, net of taxes | $ (119) | $ (100) | $ (453) | $ (283) |
GOODWILL AND INTANGIBLE ASSET39
GOODWILL AND INTANGIBLE ASSETS (Schedule of Goodwill by Reportable Business Segment) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Goodwill [Line Items] | ||
Goodwill gross value | $ 478,839 | |
Accumulated impairment losses | $ (92,423) | |
Goodwill [Roll Forward] | ||
Carrying value | 386,416 | |
Modality acquisition | 32,891 | |
Adjustments to prior acquisitions | (2,999) | |
Impact of currency fluctuations | (6,219) | |
Carrying value | 410,089 | |
North America | ||
Goodwill [Line Items] | ||
Goodwill gross value | 428,511 | |
Accumulated impairment losses | (92,423) | |
Goodwill [Roll Forward] | ||
Carrying value | 336,088 | |
Modality acquisition | 2,166 | |
Adjustments to prior acquisitions | (2,999) | |
Impact of currency fluctuations | (2,619) | |
Carrying value | 332,636 | |
Europe | ||
Goodwill [Line Items] | ||
Goodwill gross value | 44,433 | |
Accumulated impairment losses | 0 | |
Goodwill [Roll Forward] | ||
Carrying value | 44,433 | |
Modality acquisition | 30,548 | |
Adjustments to prior acquisitions | 0 | |
Impact of currency fluctuations | (2,877) | |
Carrying value | 72,104 | |
Asia Pacific | ||
Goodwill [Line Items] | ||
Goodwill gross value | $ 5,895 | |
Accumulated impairment losses | 0 | |
Goodwill [Roll Forward] | ||
Carrying value | 5,895 | |
Modality acquisition | 177 | |
Adjustments to prior acquisitions | 0 | |
Impact of currency fluctuations | (723) | |
Carrying value | $ 5,349 |
GOODWILL AND INTANGIBLE ASSET40
GOODWILL AND INTANGIBLE ASSETS (Schedule of Intangible Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Finite Lived And Indefinite Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 187,920 | $ 183,128 |
Accumulated Amortization | (91,509) | (80,778) |
Net Carrying Value | 96,411 | 102,350 |
Customer lists | ||
Finite Lived And Indefinite Intangible Assets [Line Items] | ||
Gross Carrying Value | 139,720 | 138,149 |
Accumulated Amortization | (75,441) | (69,904) |
Net Carrying Value | 64,279 | 68,245 |
Non-compete agreements | ||
Finite Lived And Indefinite Intangible Assets [Line Items] | ||
Gross Carrying Value | 14,717 | 13,170 |
Accumulated Amortization | (8,513) | (6,891) |
Net Carrying Value | 6,204 | 6,279 |
Developed technology | ||
Finite Lived And Indefinite Intangible Assets [Line Items] | ||
Gross Carrying Value | 23,498 | 23,000 |
Accumulated Amortization | (4,285) | (1,843) |
Net Carrying Value | 19,213 | 21,157 |
Other | ||
Finite Lived And Indefinite Intangible Assets [Line Items] | ||
Gross Carrying Value | 9,985 | 8,809 |
Accumulated Amortization | (3,270) | (2,140) |
Net Carrying Value | $ 6,715 | $ 6,669 |
GOODWILL AND INTANGIBLE ASSET41
GOODWILL AND INTANGIBLE ASSETS (Narrative) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Patent and trademark fees | $ 0.8 | $ 1 |
Net intangible assets | $ 94.9 | |
Minimum | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets useful life (in years) | 1 year | |
Maximum | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets useful life (in years) | 20 years | |
Domain Names | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets with indefinite lives | $ 0.4 | |
Trademarks | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets with indefinite lives | $ 1.1 |
GOODWILL AND INTANGIBLE ASSET42
GOODWILL AND INTANGIBLE ASSETS (Schedule of Intangible Assets Amortization Expense) (Details) $ in Thousands | Sep. 30, 2015USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,015 | $ 16,461 |
2,016 | 16,107 |
2,017 | 15,135 |
2,018 | 13,257 |
2,019 | $ 11,453 |
INDEBTEDNESS (Schedule of Long-
INDEBTEDNESS (Schedule of Long-term Debt and Capital Lease Obligations) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
Borrowings on credit facility | $ 334,282 | $ 330,895 |
Capital lease obligations | 3,728 | 3,901 |
Subtotal | 338,010 | 334,796 |
Less current portion | (2,199) | (1,971) |
Total long-term debt and capital lease obligations | $ 335,811 | $ 332,825 |
INDEBTEDNESS (Narrative) (Detai
INDEBTEDNESS (Narrative) (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Line of Credit Facility [Line Items] | ||
Borrowings on credit facility | $ 334,282,000 | $ 330,895,000 |
Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Percentage of issued and outstanding stock pledged of foreign subsidiaries as collateral for credit facility | 65.00% | |
Unused capacity, commitment fee percentage | 0.40% | |
Borrowings on credit facility | $ 334,300,000 | |
Base Rate | Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Description of variable rate basis | base rate | |
Applicable percentage | 1.50% | |
Federal Funds Purchased | Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Description of variable rate basis | federal funds rate | |
Applicable percentage | 0.50% | |
Prime Rate | Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Description of variable rate basis | prime rate | |
One-month LIBOR | Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Description of variable rate basis | one-month LIBOR | |
Applicable percentage | 1.50% | |
London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Description of variable rate basis | LIBOR | |
Applicable percentage | 2.50% | |
Interest rate at end of period (as a percent) | 2.74% | |
Revolving Credit Facility | Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | $ 350,000,000 | |
Line Of Credit Term A Loan | Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 150,000,000 | |
Credit Facility Accordian Feature | Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 75,000,000 | |
Line of Credit Facility Including Accordion Feature | Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 575,000,000 | |
Letter of Credit | Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Borrowings on credit facility | $ 3,200,000 |
EQUITY-BASED COMPENSATION (Narr
EQUITY-BASED COMPENSATION (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
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 (in shares) | 2,737,274 | 2,737,274 | 2,297,652 | ||
Weighted average fair value of restricted shares per share granted (in dollars per share) | $ 9.87 | $ 12.23 | |||
Aggregate fair value of stock vested | $ 1.9 | $ 1 | $ 7.3 | $ 6.2 | |
Shares issued relating to vesting of restricted stock awards (in shares) | 506,576 | 626,928 | |||
Value of unvested restricted stock | $ 19.6 | $ 19.6 | |||
Weighted-average recognition period for unvested restricted stock (in years) | 1 year 11 months | ||||
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 | |||
Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity instruments other than options, Units outstanding (in shares) | 166,250 | 166,250 | 134,591 |
EQUITY-BASED COMPENSATION (Sche
EQUITY-BASED COMPENSATION (Schedule of Equity-based Compensation Expense for Restricted Stock and Non-Qualified Stock Options) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Equity-based compensation expense | $ 3,756 | $ 2,660 | $ 9,821 | $ 7,544 |
Cost of revenue | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Equity-based compensation expense | 73 | 144 | 339 | 482 |
Selling and marketing | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Equity-based compensation expense | 1,093 | 594 | 2,460 | 2,011 |
Research and development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Equity-based compensation expense | 327 | 181 | 773 | 481 |
General and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Equity-based compensation expense | $ 2,263 | $ 1,741 | $ 6,249 | $ 4,570 |
EQUITY-BASED COMPENSATION (Sc47
EQUITY-BASED COMPENSATION (Schedule of Share-based Compensation Restricted Stock Award Activity) (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Shares | ||
Beginning Balance (in shares) | 2,297,652 | |
Granted (in shares) | 1,262,180 | |
Vested/released (in shares) | (687,250) | |
Forfeited (in shares) | (135,308) | |
Ending Balance (in shares) | 2,737,274 | |
Weighted-Average Grant Date Fair Value | ||
Balance (in dollars per share) | $ 10.97 | |
Granted (in dollars per share) | 9.87 | $ 12.23 |
Vested/released (in dollars per share) | 10.36 | |
Forfeited (in dollars per share) | 10.46 | |
Balance (in dollars per share) | $ 10.65 |
EQUITY-BASED COMPENSATION (Sc48
EQUITY-BASED COMPENSATION (Schedule of Stock Option Activity) (Details) | 9 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Options (in shares) | |
Options outstanding at beginning of period (in shares) | shares | 22,334 |
Granted (in shares) | shares | 0 |
Exercised (in shares) | shares | 0 |
Expired (in shares) | shares | (22,334) |
Options outstanding and exercisable at end of period (in shares) | shares | 0 |
Weighted- Average Exercise Price | |
Options outstanding at beginning of period (in dollars per share) | $ 11.30 |
Granted (in dollars per share) | 0 |
Exercised (in dollars per share) | 0 |
Expired (in dollars per share) | 11.30 |
Options outstanding and exercisable at end of period (in dollars per share) | $ 0 |
Weighted-Average Remaining Contractual Life (in years) | 0 years |
Aggregate Intrinsic Value | $ | $ 0 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Earnings Per Share [Abstract] | |||||
Net income from continuing operations | $ 3,458 | $ 2,646 | $ 9,725 | $ 14,049 | |
Weighted-average shares outstanding - basic | 44,133,000 | 45,162,000 | 44,365,000 | 45,797,000 | |
Add effect of dilutive securities: | |||||
Unvested restricted stock | 869,000 | 730,000 | 663,000 | 674,000 | |
Stock options | 0 | 6,000 | 0 | 14,000 | |
Weighted-average shares outstanding - diluted | 45,002,000 | 45,898,000 | 45,028,000 | 46,485,000 | |
Basic net income per share from continuing operations (in dollars per share) | [1] | $ 0.08 | $ 0.06 | $ 0.22 | $ 0.31 |
Diluted net income per share from continuing operations (in dollars per share) | [1] | $ 0.08 | $ 0.06 | $ 0.22 | $ 0.30 |
Anti-dilutive shares excluded from diluted shares outstanding (in shares) | 0 | 0 | 102,876 | 9,310 | |
[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 ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Available-for-sale securities | $ 1,053 | $ 327 |
Total | 1,053 | 327 |
Current Liabilities: | ||
Earn-out liability | 15,817 | 4,727 |
Long-term Liabilities: | ||
Earn-out liability | 15,430 | 6,545 |
Total | 31,247 | 11,272 |
Level 1 | ||
Current Assets: | ||
Available-for-sale securities | 1,053 | 327 |
Total | 1,053 | 327 |
Current Liabilities: | ||
Earn-out liability | 0 | 0 |
Long-term Liabilities: | ||
Earn-out liability | 0 | 0 |
Total | 0 | 0 |
Level 2 | ||
Current Assets: | ||
Available-for-sale securities | 0 | 0 |
Total | 0 | 0 |
Current Liabilities: | ||
Earn-out liability | 0 | 0 |
Long-term Liabilities: | ||
Earn-out liability | 0 | 0 |
Total | 0 | 0 |
Level 3 | ||
Current Assets: | ||
Available-for-sale securities | 0 | 0 |
Total | 0 | 0 |
Current Liabilities: | ||
Earn-out liability | 15,817 | 4,727 |
Long-term Liabilities: | ||
Earn-out liability | 15,430 | 6,545 |
Total | $ 31,247 | $ 11,272 |
ACQUISITIONS (Narrative) (Detai
ACQUISITIONS (Narrative) (Details) - USD ($) $ in Thousands | Feb. 05, 2015 | Oct. 16, 2014 | Sep. 19, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||||||
Acquisition/divestiture-related costs | $ 2,421 | $ 2,147 | $ 6,021 | $ 5,838 | ||||
Central Desktop | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquisition/divestiture-related costs | $ 400 | |||||||
Contingent consideration liability | $ 2,900 | |||||||
Negotiated sales price | 25,000 | |||||||
Central Desktop | Developed technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangible assets, preliminary valuation | $ 6,000 | |||||||
Amortization period (in years) | 7 years | |||||||
Central Desktop | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangible assets, preliminary valuation | $ 1,100 | |||||||
Amortization period (in years) | 10 years | |||||||
Central Desktop | Non-compete agreements | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangible assets, preliminary valuation | $ 1,800 | |||||||
Amortization period (in years) | 5 years | |||||||
Central Desktop | Trade Names | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangible assets, preliminary valuation | $ 300 | |||||||
Amortization period (in years) | 2 years | |||||||
TalkPoint | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquisition/divestiture-related costs | $ 400 | |||||||
Contingent consideration liability | $ 6,400 | |||||||
Indemnification asset | 1,100 | |||||||
Uncertain tax position | 1,100 | |||||||
Negotiated sales price | 56,500 | |||||||
TalkPoint | Developed technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangible assets, preliminary valuation | $ 16,000 | |||||||
Amortization period (in years) | 7 years | |||||||
TalkPoint | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangible assets, preliminary valuation | $ 9,500 | |||||||
Amortization period (in years) | 10 years | |||||||
TalkPoint | Non-compete agreements | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangible assets, preliminary valuation | $ 2,200 | |||||||
Amortization period (in years) | 5 years | |||||||
TalkPoint | Trade Names | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangible assets, preliminary valuation | $ 700 | |||||||
Amortization period (in years) | 2 years | |||||||
Modality | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquisition/divestiture-related costs | 300 | |||||||
Contingent consideration liability | $ 23,100 | |||||||
Negotiated sales price | 17,500 | |||||||
Revenue | 9,800 | |||||||
Net loss | $ (1,900) | |||||||
Modality | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangible assets, preliminary valuation | 4,600 | |||||||
Modality | Other intangibles | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangible assets, preliminary valuation | $ 3,200 |
ACQUISITIONS (Schedule of Consi
ACQUISITIONS (Schedule of Consideration Paid) (Details) - USD ($) $ in Thousands | Oct. 16, 2014 | Sep. 19, 2014 |
Central Desktop | ||
Business Acquisition [Line Items] | ||
Negotiated sales price | $ 25,000 | |
Working capital and other adjustments | 76 | |
Purchase price | $ 25,076 | |
TalkPoint | ||
Business Acquisition [Line Items] | ||
Negotiated sales price | $ 56,500 | |
Working capital and other adjustments | (673) | |
Purchase price | $ 55,827 |
ACQUISITIONS (Schedule of Valua
ACQUISITIONS (Schedule of Valuation of Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | Oct. 16, 2014 | Sep. 19, 2014 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 410,089 | $ 386,416 | ||
Central Desktop | ||||
Business Acquisition [Line Items] | ||||
Cash and equivalents | $ 193 | |||
Other current assets | 962 | |||
Property and equipment | 301 | |||
Intangible assets | 9,200 | |||
Deferred income taxes, net | 4,432 | |||
Other assets | 64 | |||
Total assets acquired | 15,152 | |||
Current liabilities | 5,749 | |||
Long-term liabilities | 0 | |||
Deferred income taxes, net | 3,474 | |||
Total liabilities assumed | 9,223 | |||
Total identifiable net assets | 5,929 | |||
Goodwill | 19,147 | |||
Total net assets | $ 25,076 | |||
TalkPoint | ||||
Business Acquisition [Line Items] | ||||
Cash and equivalents | $ 2 | |||
Other current assets | 3,340 | |||
Property and equipment | 303 | |||
Intangible assets | 28,400 | |||
Deferred income taxes, net | 0 | |||
Other assets | 1,578 | |||
Total assets acquired | 33,623 | |||
Current liabilities | 1,448 | |||
Long-term liabilities | 8,006 | |||
Deferred income taxes, net | 0 | |||
Total liabilities assumed | 9,454 | |||
Total identifiable net assets | 24,169 | |||
Goodwill | 31,658 | |||
Total net assets | $ 55,827 |
COMMITMENTS AND CONTINGENCIES54
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) - USD ($) $ in Millions | Mar. 19, 2013 | Aug. 15, 2010 | Sep. 30, 2015 |
Income Tax Related Contingency | |||
Income Tax Contingency [Line Items] | |||
Accrual for estimated loss | $ 3.9 | ||
New York State Department of Taxation and Finance | |||
Income Tax Contingency [Line Items] | |||
Tax assessed | $ 4.3 | ||
Contingent taxes owed | 1.9 | ||
Contingent interest and penalties owed | $ 2.4 | ||
New Jersey Division of Taxation | |||
Income Tax Contingency [Line Items] | |||
Tax assessed | $ 6.2 | ||
Contingent taxes owed | 2.4 | ||
Contingent interest and penalties owed | $ 3.8 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 140,967 | $ 140,383 | $ 427,593 | $ 427,909 |
Operating income (loss) | 6,896 | 3,657 | 19,805 | 24,876 |
North America | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 89,759 | 87,507 | 272,155 | 267,029 |
Operating income (loss) | (4,375) | (6,613) | (6,432) | (3,663) |
Europe | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 36,014 | 36,080 | 110,573 | 111,497 |
Operating income (loss) | 10,145 | 9,484 | 26,145 | 26,582 |
Asia Pacific | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 15,194 | 16,796 | 44,865 | 49,383 |
Operating income (loss) | 1,126 | 786 | 92 | 1,957 |
Conferencing services revenue | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 107,917 | 112,119 | 329,797 | 345,442 |
UC&C SaaS revenue | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 22,188 | 13,029 | 61,403 | 35,758 |
Resold services revenue | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 10,862 | $ 15,235 | $ 36,393 | $ 46,709 |
CONSOLIDATED STATEMENT OF CAS56
CONSOLIDATED STATEMENT OF CASH FLOWS INFORMATION (Schedule of Cash Flow Supplemental Disclosures) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid for interest | $ 6,911 | $ 5,119 |
Income tax payments | 4,420 | 4,708 |
Income tax refunds | 2,269 | 761 |
Capital lease additions | 1,887 | 1,147 |
Capitalized interest | $ 191 | $ 236 |
CONSOLIDATED STATEMENT OF CAS57
CONSOLIDATED STATEMENT OF CASH FLOWS INFORMATION (Narrative) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Supplemental Cash Flow Elements [Abstract] | ||
Capital expenditures incurred not yet paid | $ 0.7 | $ 1.7 |