Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 09, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | GTT Communications, Inc. | ||
Entity Central Index Key | 1,315,255 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Trading Symbol | gtt | ||
Entity Common Stock, Shares Outstanding | 37,184,497 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 595,734,594 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
ASSETS | ||
Cash and cash equivalents | $ 14,630 | $ 49,256 |
Accounts receivable, net of allowances of $1,015 and $878, respectively | 60,446 | 29,328 |
Deferred costs | 4,159 | 2,351 |
Prepaid expenses and other assets | 13,663 | 3,913 |
Total current assets | 92,898 | 84,848 |
Property and equipment, net | 38,823 | 25,184 |
Intangible assets, net | 182,184 | 58,630 |
Other assets | 11,593 | 5,133 |
Goodwill | 270,956 | 92,683 |
Total assets | 596,454 | 266,478 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable | 22,725 | 20,336 |
Accrued expenses and other current liabilities | 43,115 | 29,488 |
Acquisition earn-outs and holdbacks | 12,842 | 5,942 |
Capital lease, current | 1,392 | 34 |
Short-term portion of long-term debt | 4,000 | 6,188 |
Deferred revenue, short-term portion | 15,469 | 8,340 |
Total current liabilities | 99,543 | 70,328 |
Capital lease, noncurrent | 961 | 119 |
Long-term debt | 382,243 | 114,638 |
Deferred revenue, long-term portion | 2,292 | 766 |
Other long-term liabilities | 929 | 3,061 |
Total liabilities | $ 485,968 | $ 188,912 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, par value $.0001 per share, 80,000,000 shares authorized, 36,533,634 and 33,848,543 shares issued and outstanding as of December 31, 2015 and 2014, respectively | $ 3 | $ 3 |
Additional paid-in capital | 182,797 | 167,678 |
Accumulated deficit | (69,901) | (89,205) |
Accumulated other comprehensive loss | (2,413) | (910) |
Total stockholders' equity | 110,486 | 77,566 |
Total liabilities and stockholders' equity | $ 596,454 | $ 266,478 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable, current (in dollars) | $ 1,015 | $ 878 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common stock, shares, issued | 36,533,634 | 33,848,543 |
Common stock, shares, outstanding | 36,533,634 | 33,848,543 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue: | |||
Telecommunications services | $ 369,250 | $ 207,343 | $ 157,368 |
Operating expenses: | |||
Cost of telecommunications services | 204,458 | 128,086 | 102,815 |
Selling, general and administrative expenses | 101,712 | 45,613 | 31,675 |
Severance, restructuring and other exit costs | 12,670 | 9,425 | 7,677 |
Depreciation and amortization | 46,708 | 24,921 | 17,157 |
Total operating expenses | 365,548 | 208,045 | 159,324 |
Operating income (loss) | 3,702 | (702) | (1,956) |
Other expense: | |||
Interest expense, net | (13,942) | (8,454) | (8,408) |
Loss on debt extinguishment | (3,420) | (3,104) | (706) |
Other expense, net | (1,167) | (8,636) | (11,724) |
Total other expense | (18,529) | (20,194) | (20,838) |
Loss before income taxes | (14,827) | (20,896) | (22,794) |
Income tax (benefit) expense | (34,131) | 2,083 | (2,005) |
Net income (loss) | $ 19,304 | $ (22,979) | $ (20,789) |
Earnings (loss) per share: | |||
Basic (in dollars per share) | $ 0.55 | $ (0.85) | $ (0.95) |
Diluted (in dollars per share) | $ 0.54 | $ (0.85) | $ (0.95) |
Weighted average shares: | |||
Basic (in shares) | 34,973,284 | 27,011,381 | 21,985,241 |
Diluted (in shares) | 35,801,395 | 27,011,381 | 21,985,241 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 19,304 | $ (22,979) | $ (20,789) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment | (1,503) | (630) | 453 |
Comprehensive income (loss) | $ 17,801 | $ (23,609) | $ (20,336) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] |
Balance at Dec. 31, 2012 | $ 17,039 | $ 2 | $ 63,207 | $ (45,437) | $ (733) |
Balance (in shares) at Dec. 31, 2012 | 19,129,765 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation for options issued | 363 | 363 | |||
Share-based compensation for restricted stock issued | 1,103 | 1,103 | |||
Share-based compensation for restricted stock issued (in shares) | 722,357 | ||||
Tax withholding related to the vesting of restricted stock units | (120) | (120) | |||
Tax witholding related to the vesting of restricted stock units (in shares) | (32,297) | ||||
Shares issued in connection with acquisition earn-out | 1,650 | 1,650 | |||
Shares issued in connection with acquisition earn-out (in shares) | 356,122 | ||||
Shares issued in connection with acquisitions | 0 | ||||
Cashless exercise of warrants | 0 | ||||
Shares issued in offerings, net of offering costs | 6,182 | 6,182 | |||
Shares issued in private offering (in shares) | 2,060,595 | ||||
Stock options exercised | $ 43 | 43 | |||
Stock options exercised (in shares) | 92,125 | 92,125 | |||
Stock issued on debt extinguishment | $ 3,586 | 3,586 | |||
Stock issued on debt extinguishment (in shares) | 982,356 | ||||
Net loss | (20,789) | (20,789) | |||
Foreign currency translation | 453 | ||||
Balance at Dec. 31, 2013 | 9,510 | $ 2 | 76,014 | (66,226) | (280) |
Balance (in shares) at Dec. 31, 2013 | 23,311,023 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation for options issued | 883 | 883 | |||
Share-based compensation for restricted stock issued | 1,535 | 1,535 | |||
Share-based compensation for restricted stock issued (in shares) | 1,030,482 | ||||
Tax withholding related to the vesting of restricted stock units | (1,591) | (1,591) | |||
Tax witholding related to the vesting of restricted stock units (in shares) | (147,025) | ||||
Shares issued in connection with acquisition earn-out | 3,704 | 3,704 | |||
Shares issued in connection with acquisition earn-out (in shares) | 306,122 | ||||
Shares issued in connection with acquisitions | 3,884 | 3,884 | |||
Shares issued in connection with acquisitions (in shares) | 325,438 | ||||
Cashless exercise of warrants | 9,576 | 9,576 | |||
Cashless exercise of warrants (in shares) | 913,749 | ||||
Shares issued in offerings, net of offering costs | 72,680 | $ 1 | 72,679 | ||
Shares issued in private offering (in shares) | 7,475,000 | ||||
Stock options exercised | $ 994 | 994 | |||
Stock options exercised (in shares) | 633,754 | 633,754 | |||
Net loss | $ (22,979) | (22,979) | |||
Foreign currency translation | (630) | ||||
Balance at Dec. 31, 2014 | 77,566 | $ 3 | 167,678 | (89,205) | (910) |
Balance (in shares) at Dec. 31, 2014 | 33,848,543 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation for options issued | 1,591 | 1,591 | |||
Share-based compensation for restricted stock issued | 6,285 | 6,285 | |||
Share-based compensation for restricted stock issued (in shares) | 1,536,043 | ||||
Tax withholding related to the vesting of restricted stock units | (3,471) | (3,471) | |||
Tax witholding related to the vesting of restricted stock units (in shares) | (195,917) | ||||
Shares issued in connection with acquisition earn-out | 0 | ||||
Shares issued in connection with acquisitions | 9,845 | 9,845 | |||
Shares issued in connection with acquisitions (in shares) | 1,085,844 | ||||
Cashless exercise of warrants | 0 | ||||
Stock options exercised | $ 869 | 869 | |||
Stock options exercised (in shares) | 259,121 | 259,121 | |||
Net loss | $ 19,304 | 19,304 | |||
Foreign currency translation | (1,503) | ||||
Balance at Dec. 31, 2015 | $ 110,486 | $ 3 | $ 182,797 | $ (69,901) | $ (2,413) |
Balance (in shares) at Dec. 31, 2015 | 36,533,634 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 19,304,000 | $ (22,979,000) | $ (20,789,000) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 46,708,000 | 24,921,000 | 17,157,000 |
Share-based compensation | 7,876,000 | 2,418,000 | 1,466,000 |
Debt discount amortization | 181,000 | 420,000 | 601,000 |
Change in fair value of warrant liability | 0 | 6,857,000 | 8,658,000 |
Loss on debt extinguishment | 3,420,000 | 3,104,000 | 706,000 |
Amortization of debt issuance costs | 1,021,000 | 1,014,000 | 1,269,000 |
Deferred income taxes | (30,500,000) | 0 | 0 |
Change in fair value of nLayer earn-out | 880,000 | 1,554,000 | 1,978,000 |
Changes in operating assets and liabilities, net of acquisitions: | |||
Accounts receivable, net | (7,891,000) | (4,965,000) | 485,000 |
Deferred contract costs | (2,883,000) | 251,000 | (619,000) |
Prepaid expenses and other current assets | (8,094,000) | (804,000) | 5,252,000 |
Other assets | (6,114,000) | (1,596,000) | (2,676,000) |
Accounts payable | (8,694,000) | (14,235,000) | 604,000 |
Accrued expenses and other current liabilities | 1,829,000 | (3,679,000) | (3,359,000) |
Deferred revenue and other long-term liabilities | 7,608,000 | 1,244,000 | (1,300,000) |
Net cash provided by (used in) operating activities | 24,651,000 | (6,475,000) | 9,433,000 |
Cash flows from investing activities: | |||
Acquisition of businesses, net of cash acquired | (300,702,000) | (37,488,000) | (51,884,000) |
Purchases of customer lists | 0 | (206,000) | (4,042,000) |
Purchases of property and equipment | (14,070,000) | (5,819,000) | (4,053,000) |
Net cash used in investing activities | (314,772,000) | (43,513,000) | (59,979,000) |
Cash flows from financing activities: | |||
Repayment of promissory note | 0 | 0 | (237,000) |
Proceeds from line of credit | 0 | 3,000,000 | 3,000,000 |
Repayment of line of credit | 0 | (6,000,000) | 0 |
Proceeds from revolving line of credit | 5,000,000 | 0 | 0 |
Proceeds from term loan | 622,000,000 | 125,000,000 | 65,794,000 |
Repayment of term loan | (353,626,000) | (63,124,000) | (28,544,000) |
Proceeds from mezzanine debt | 0 | 1,500,000 | 11,651,000 |
Repayment of mezzanine debt | 0 | (31,000,000) | 0 |
Payment of earn-out | (3,729,000) | (1,155,000) | (3,628,000) |
Debt issuance costs | (12,579,000) | (2,213,000) | (3,126,000) |
Settlement of warrant liability | 0 | (9,576,000) | 0 |
Repayment of subordinate notes payable | 0 | 0 | (85,000) |
Repayment of capital leases | (933,000) | (284,000) | 0 |
Tax withholding related to the vesting of restricted stock units | (3,471,000) | (1,591,000) | (120,000) |
Exercise of stock options | 869,000 | 994,000 | 43,000 |
Shares issued in offering, net of offering costs | 0 | 72,680,000 | 6,182,000 |
Net cash provided by financing activities | 253,531,000 | 88,231,000 | 50,930,000 |
Effect of exchange rate changes on cash | 1,964,000 | 5,228,000 | 675,000 |
Net (decrease) increase in cash and cash equivalents | (34,626,000) | 43,471,000 | 1,059,000 |
Cash and cash equivalents at beginning of year | 49,256,000 | 5,785,000 | 4,726,000 |
Cash and cash equivalents at end of year | 14,630,000 | 49,256,000 | 5,785,000 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 13,132,000 | 7,976,000 | 7,412,000 |
Cash paid for taxes | 434,000 | 911,000 | 740 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Fair value of current assets acquired | 26,094,000 | 6,193,000 | 33,030,000 |
Fair value of non-current assets acquired | 171,768,000 | 37,726,000 | 31,062,000 |
Fair value of current liabilities assumed | 26,053,000 | 19,847,000 | 26,064,000 |
Fair value of non-current liabilities assumed | 1,895,000 | 437,000 | 10,088,000 |
Stock issued in connection with acquisition earn-out | 0 | 3,704,000 | 1,650,000 |
Stock issued in connection with acquisition | 9,845,000 | 3,884,000 | 0 |
Stock issued in connection with debt extinguishment | 0 | 0 | 2,880,000 |
Cashless exercise of warrants | $ 0 | $ 9,576,000 | $ 0 |
SUBSEQUENT EVENT (Details)
SUBSEQUENT EVENT (Details) - USD ($) | Feb. 04, 2016 | Oct. 22, 2015 |
Credit Agreement, October 2015 [Member] | ||
Subsequent Event [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 400,000,000 | |
Credit Agreement, October 2015 [Member] | Revolving Credit Facility [Member] | ||
Subsequent Event [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 50,000,000 | |
Subsequent Event | Telnes Broadband [Member] | ||
Subsequent Event [Line Items] | ||
Business Combination, Consideration Transferred | $ 18,000,000 | |
Cash consideration to be paid for business acquisition | 15,000,000 | |
Common stock | 3,000,000 | |
Payments To Acquire Businesses, Delayed Portion | $ 2,000,000 | |
Payments To Acquire Businesses, Delayed Portion, Term | 1 year |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS | ORGANIZATION AND BUSINESS Organization and Business GTT Communications, Inc. (“GTT,” or the "Company,") is a provider of cloud networking services. The Company offers multinational clients a broad portfolio of global communications services including: EtherCloud® wide area network services; Internet services; managed network and security services; and voice and unified communication services. GTT's global Tier 1 IP network delivers connectivity to clients around the world. The Company provides services to leading multinational enterprises, carriers and government customers in over 100 countries. GTT differentiates itself from its competition by delivering service to its clients with simplicity, speed and agility. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation of Consolidated Financial Statements and Use of Estimates The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates are used when establishing allowances for doubtful accounts, accruals for billing disputes, and accruals for exit activities, determining useful lives for depreciation and amortization, assessing the need for impairment charges (including those related to intangible assets and goodwill), determining the fair values of assets acquired and liabilities assumed in business combinations, accounting for income taxes and related valuation allowances against deferred tax assets and estimating the grant date fair values used to compute the stock-based compensation expense. Management evaluates these estimates and judgments on an ongoing basis and makes estimates based on historical experience, current conditions, and various other assumptions that are believed to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities as well as identifying and assessing the accounting treatment with respect to commitments and contingencies. Actual results may differ from these estimates under different assumptions or conditions. Segment Reporting The Company reports operating results and financial data in one operating and reportable segment. The chief operating decision maker manages the Company as a single profit center in order to promote collaboration, provide comprehensive service offerings across its entire customer base, and provide incentives to employees based on the success of the organization as a whole. Although certain information regarding selected products or services are discussed for purposes of promoting an understanding of the Company's complex business, the chief operating decision maker manages the Company and allocates resources at the consolidated level of a single operating segment. Revenue Recognition The Company delivers four primary services to its customers—EtherCloud, flexible Ethernet-based connectivity service; Internet Services, high bandwidth internet connectivity services; Managed Services, provision of fully managed network services; and Voice and UC Services, global communication and collaboration services. Certain of its current revenue activities have features that may be considered multiple elements. Specifically, when the Company sells one of its subscription services with a Customer Premised Equipment ("CPE"). The Company believes that there is sufficient evidence to determine each element’s fair value and as a result, in those arrangements where there are multiple elements, the subscription revenue is recorded ratably over the term of the agreement and the equipment is accounted for a sale, at the time of sale. The Company's services are provided under contracts that typically provide for an installation charge along with payments of recurring charges on a monthly basis for use of the services over a committed term. Its contracts with customers specify the terms and conditions for providing such services, including installation date, recurring and non-recurring fees, payment terms, and length of term. These contracts call for the Company to provide the service in question (e.g., data transmission between point A and point Z), to manage the activation process, and to provide ongoing support (in the form of service maintenance and trouble-shooting) during the service term. The contracts do not typically provide the customer any rights to use specifically identifiable assets. Furthermore, the contracts generally provide the Company with discretion to engineer (or re-engineer) a particular network solution to satisfy each customer’s data transmission requirement, and typically prohibit physical access by the customer to the network infrastructure used by the Company and its suppliers to deliver the services. The Company recognizes revenue as follows: Monthly Recurring Revenue. Monthly recurring revenue represents the substantial majority of the Company's revenue, and consists of fees charged for ongoing services that are generally fixed in price and billed on a recurring monthly basis (one month in advance) for a specified term. At the end of the term, most contracts provide for a continuation of services on the same terms, either for a specified renewal period (e.g., one year) or on a month-to-month basis. The Company records recurring revenue based on the fees agreed to in each contract, as long as the contract is in effect, and as long as collectability is reasonably assured. Burst Revenue. Burst revenue represents variable charges for certain services, based on specific usage of those services, or usage above a fixed threshold, billed monthly in arrears. The Company records burst revenue based on actual usage charges billed using the rates and/or thresholds specified in each contract, as long as collectability is reasonably assured. Non-recurring Revenue. Non-recurring revenue consists of charges for installation in connection with the delivery of recurring communications services, late payments, cancellation, early termination, and equipment sales. Fees billed for installation services are initially recorded as deferred revenue then recognized ratably over the contractual term of the recurring service. Fees charged for late payments, cancellation (pre-installation) or early termination (post-installation) are typically fixed or determinable per the terms of the respective contract, and are recognized as revenue when billed if collectability is reasonably assured. In addition, from time to time the Company sells communications and/or networking equipment to its customers in connection with its data networking services. The Company recognize revenue from the sale of equipment at the contracted selling price when title to the equipment passes to the customer (generally F.O.B. origin) and when collectability is reasonably assured. Universal Service Fund (USF), Gross Receipts Taxes and Other Surcharges The Company is liable in certain cases for collecting regulatory fees and/or certain sales taxes from its customers and remitting the fees and taxes to the applicable governing authorities. Where the Company collects on behalf of a regulatory agency, the Company does not record any revenue. The Company records applicable taxes on a net basis. Cost of Telecommunications Services Cost of telecommunications services includes direct costs incurred in accessing other telecommunications providers’ networks in order to provide telecommunication services to the Company's customers, and expenses for connection to other carriers. The cost of the Company's core network is typically renewed on an annual basis with a respective provider. Connectivity from the Company's core network to a customer premise is contracted using matching terms to the customer. Cost of telecommunications services also includes co-location charges, usage-based access charges and other professional services fees incurred pursuant to a customer's service contract. Share-Based Compensation Share-based compensation expense recognized in the Company’s consolidated statements of operations for the years ended December 31, 2015 , 2014 , and 2013 included compensation expense for share-based payment awards based on the grant date fair value with the expense recognized on a straight-line over the requisite service period. The Company uses the Black-Scholes option-pricing model to determine the fair value of its option awards at the time of grant. Other Expense, Net The Company recognized other expense, net, of $1.2 million , $8.6 million , and $11.7 million for the years ended December 31, 2015 , 2014 , and 2013 respectively. The following table presents other expense, net by type: 2015 2014 2013 Change in fair value of warrant liability $ — $ 6,857 $ 8,658 Change in fair value of acquisition earn-outs 880 1,554 1,978 Other 287 225 1,088 Total other expense, net $ 1,167 $ 8,636 $ 11,724 Income Taxes Income taxes are accounted for under the asset and liability method pursuant to GAAP. Under this method, deferred tax assets and liabilities are recognized for the expected future consequences attributable to the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period of the change. Further, deferred tax assets are recognized for the expected realization of available net operating loss and tax credit carryforwards. A valuation allowance is recorded on gross deferred tax assets when it is “more likely than not” that such asset will not be realized. When evaluating the realizability of deferred tax assets, all evidence, both positive and negative is evaluated. Items considered in this analysis include the ability to carry back losses, the reversal of temporary differences, tax planning strategies, and expectations of future earnings. The Company reviews its deferred tax assets on a quarterly basis to determine if a valuation allowance is required based upon these factors. Changes in the Company's assessment of the need for a valuation allowance could give rise to a change in such allowance, potentially resulting in additional expense or benefit in the period of change. The Company's income tax provision includes U.S. federal, state, local and foreign income taxes and is based on pre-tax income or loss. In determining the annual effective income tax rate, the Company analyzed various factors, including its annual earnings and taxing jurisdictions in which the earnings were generated, the impact of state and local income taxes and its ability to use tax credits and net operating loss carryforwards. Under GAAP for income taxes, the amount of tax benefit to be recognized is the amount of benefit that is “more likely than not” to be sustained upon examination. The Company analyzes its tax filing positions in all of the U.S. federal, state, local and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, the Company determines that uncertainties in tax positions exist, a liability is established in the consolidated financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax positions in the provision for income taxes. Comprehensive Income (Loss) In addition to net income (loss), comprehensive income (loss) includes charges or credits to equity occurring other than as a result of transactions with stockholders. For the Company, this consists of foreign currency translation adjustments. Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing net income or (loss) available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share reflect, in periods with earnings and in which they have a dilutive effect, the effect of common shares issuable upon exercise of stock options and warrants. The table below details the calculations of earnings (loss) per share (in thousands, except for share and per share amounts): Year Ended December 31, 2015 2014 2013 Numerator for basic and diluted EPS – income (loss) available to common stockholders $ 19,304 $ (22,979 ) $ (20,789 ) Denominator for basic EPS – weighted average shares 34,973,284 27,011,381 21,985,241 Effect of dilutive securities 828,111 — — Denominator for diluted EPS – weighted average shares 35,801,395 27,011,381 21,985,241 Earnings (loss) per share: basic $ 0.55 $ (0.85 ) $ (0.95 ) Earnings (loss) per share: diluted $ 0.54 $ (0.85 ) $ (0.95 ) The table below details the anti-dilutive common share items that were excluded in the computation of earnings (loss) per share (amounts in thousands): Year Ended December 31, 2015 2014 2013 BIA warrant — — 1,055 Plexus warrant — — 960 Alcentra warrant — — 329 Stock options 256 1,363 1,698 Totals 256 1,363 4,042 Cash and Cash Equivalents Cash and cash equivalents may include deposits with financial institutions as well as short-term money market instruments, certificates of deposit and debt instruments with maturities of three months or less when purchased Accounts Receivable, Net Accounts receivable balances are stated at amounts due from the customer net of an allowance for doubtful accounts. Credit extended is based on an evaluation of the customer’s financial condition and is granted to qualified customers on an unsecured basis. The Company, pursuant to its standard service contracts, is entitled to impose a finance charge of a certain percentage per month with respect to all amounts that are past due. The Company’s standard terms require payment within 30 days of the date of the invoice. The Company treats invoices as past due when they remain unpaid, in whole or in part, beyond the payment date set forth in the applicable service contract. The Company determines its allowance for doubtful accounts by considering a number of factors, including the length of time trade receivables are past due, the customer’s payment history current ability to pay its obligation to the Company, and the condition of the general economy and the industry as a whole. Specific reserves are also established on a case-by-case basis by management. Credit losses have historically been within management’s expectations. Actual bad debts, when determined, reduce the allowance, the adequacy of which management then reassesses. The Company writes off accounts after a determination by management that the amounts at issue are no longer likely to be collected, following the exercise of reasonable collection efforts, and upon management’s determination that the costs of pursuing collection outweigh the likelihood of recovery. The total allowance for doubtful accounts was $1.0 million and $0.9 million as of December 31, 2015 and 2014 , respectively. Deferred Costs Installation costs related to provisioning of recurring communications services that the Company incurs from independent third party suppliers, directly attributable and necessary to fulfill a particular service contract, and which costs would not have been incurred but for the occurrence of that service contract, are recorded as deferred contract costs and expensed ratably over the contractual term of service in the same manner as the deferred revenue arising from that contract. Based on historical experience, the Company believes the initial contractual term is the best estimate for the period of earnings. If any installation costs exceed the amount of corresponding deferred revenue, the excess cost is recognized in the current period. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation computed using the straight-line method. Depreciation on these assets is computed over the estimated useful lives of the assets. Assets and liabilities under capital leases are recorded at the lesser of the present value of the aggregate future minimum lease payments or the fair value of the assets under lease. Leasehold improvements and assets under capital leases are amortized over the shorter of the term of the lease, excluding optional extensions, or the useful life. Depreciable lives used by the Company for its classes of assets are as follows: Furniture and Fixtures 7 years Network Equipment 5 years Leasehold Improvements up to 10 years Computer Hardware and Software 3-5 years The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, the asset is considered to be impaired. Impairment losses are measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Software Capitalization Software development costs include costs to develop software programs to be used solely to meet the Company's internal needs. The Company capitalizes development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the function intended. Costs capitalized for developing such software applications were not material for the periods presented. Goodwill and Intangible Assets The Company assesses goodwill for impairment on at least an annual basis on October 1 unless interim indicators of impairment exist. Goodwill is considered to be impaired when the net book value of a reporting unit exceeds its estimated fair value. The Company operates as a single operating segment and as a single reporting unit for the purpose of evaluating goodwill. As of October 1, 2015, the Company performed its annual impairment test of goodwill by comparing its fair value (primarily based on market capitalization) to the carrying value of equity, and concluded that the fair value of the reporting unit was greater than the carrying amount. During the years ended December 31, 2015, 2014, and 2013 the Company did not record any goodwill impairment. Intangible assets consist of customer relationships, restrictive covenants related to employment agreements, license fees, intellectual property and trade names. Customer relationships, restrictive covenants related to employment agreements and a tradename are amortized, on a straight-line basis, over periods of up to seven years. Point-to-point FCC Licenses are accounted for as definite lived intangibles and amortized over the average remaining useful life of such licenses which approximates three years. Intellectual property consisting of know-how related to the SIP trunking platform is amortized over the estimated useful life of ten years. One of the Company's trade names is not amortized, but is tested on at least an annual basis as of October 1 unless interim indicators of impairment exist. The trade name is considered to be impaired when the net book value exceeds its estimated fair value. As of October 1, 2015, 2014 and 2013 the Company performed its annual impairment test of the trade name, and concluded that the fair value of the trade name was greater than the carrying amount, respectively. The Company used the relief from royalty method for valuation. The fair value of the asset is the present value of the license fees avoided by owning the asset, or the royalty savings. At the end of the fourth quarter and subsequent to year-end, the Company evaluated whether any triggering events had occurred, including the decline in its stock price, that may require further testing. After assessing the totality of events and circumstances, the Company has determined that there were no indicators that the fair value of goodwill was below its carrying amounts and therefore an interim Step 1 goodwill impairment test was not required to be performed. Business Combinations The Company includes the results of operations of the businesses that it acquires as of the respective dates of acquisition. The Company allocates the fair value of the purchase price of its acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. Accrued Supplier Expenses The Company accrues estimated charges owed to its suppliers for services. The Company bases this accrual on the supplier contract, the individual service order executed with the supplier for that service, the length of time the service has been active, and the overall supplier relationship. Disputed Supplier Expenses It is common in the telecommunications industry for customers and suppliers to engage in disputes over amounts billed (or not billed) in error or over interpretation of contract terms. Management estimates a liability for the amounts the Company believes are valid and that the Company owes to a supplier. This liability is reconciled with actual results as disputes are resolved, or as the appropriate statute of limitations with respect to a given dispute expires. As of December 31, 2015 , the Company had open disputes, not accrued for, of $6.9 million . As of December 31, 2014 , the Company had open disputes, not accrued for, of $4.8 million . Acquisition Earn-outs and Holdbacks Acquisition earn-outs and holdbacks represent either contingent consideration subject to fair value measurements, or fixed deferred consideration due to be paid out typically on the one-year anniversary of an acquisitions closing. Contingent consideration is remeasured to fair value at each reporting period, refer to Note 6. The portion of the deferred consideration due within one year is recorded as a current liability until paid, and any consideration due beyond one year is recorded in other long-term liabilities. Translation of Foreign Currencies These consolidated financial statements have been reported in U.S. Dollars by translating asset and liability amounts of foreign subsidiaries at the closing exchange rate, equity amounts at historical rates, and the results of operations and cash flow at the average exchange rate prevailing during the years reported. A summary of exchange rates used is as follows: U.S. Dollar / British Pounds Sterling U.S. Dollar / Euro 2015 2014 2013 2015 2014 2013 Closing exchange rate at December 31 1.48 1.55 1.65 1.09 1.22 1.38 Average exchange rate during the period 1.53 1.65 1.56 1.11 1.33 1.33 Transactions denominated in foreign currencies are recorded at the rates of exchange prevailing at the time of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange prevailing at the balance sheet date. Exchange differences arising upon settlement of a transaction are reported in the consolidated statements of operations in other expense, net. Fair Value Measurements Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements , defines fair value as the price that would be received to sell an asset or paid to transfer a liability, in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1: Inputs based on quoted market prices for identical assets or liabilities in active markets at the measurement date. Level 2: Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3: Inputs reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instruments valuation. The carrying values reflected in the accompanying consolidated balance sheets for cash and cash equivalents, receivables, accounts payables, accrued expense and term debt approximates their fair values. C oncentrations of Credit Risk Financial instruments potentially subject to concentration of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. At times during the periods presented, the Company had funds in excess of $250,000 insured by the U.S. Federal Deposit Insurance Corporation, or in excess of similar Deposit Insurance programs outside of the United States, on deposit at various financial institutions. Management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. The Company's trade accounts receivable are unsecured and geographically dispersed. No single customer's trade accounts receivable balance as of December 31, 2015 and 2014 exceeded 10% of the Company's consolidated accounts receivable, net. No single customer accounted for more than 10% of revenue for the years ended December 31, 2015 , 2014 , and 2013 . Related Party Transactions H. Brian Thompson, the executive chairman of the Company's Board of Directors, is an independent director of Sonus Networks, Inc., a provider of Session Initiation Protocol ("SIP") network solutions (“Sonus”). Howard Janzen, an independent member of the Company's Board of Directors also serves as the independent Chairman of Sonus. In October 2015, GTT completed the acquisition of One Source, who was a customer of Sonus. One Source had a well-established and ongoing business relationship with Sonus prior to its acquisition by GTT. The Company paid Sonus approximately $0.1 million in fees related to its SIP Trunking platform during the year ended December 31, 2015, pursuant to the terms of a contract between the parties. Nick Adamo, an independent member of the Company's Board of Directors (joined in February 2016), currently serves as senior vice president of the global service provider segment for Cisco Systems, Inc., a provider of products, services and integrated solutions to develop and connect networks around the world (”Cisco”). The Company purchases networking equipment and related software from Cisco and certain authorized Cisco resellers. The Company paid approximately $2.5 million to Cisco and its resellers for these products and services during the year ended December 31, 2015, pursuant to the terms of contracts between the parties. These contracts were in place before Mr. Adamo joined the Board of Directors. Michael Sicoli, the chief financial officer of the Company, serves as an independent director of Lumos Networks, Inc., a fiber-based bandwidth infrastructure and service provider in the Mid-Atlantic region (“Lumos”). The Company purchases last mile access services from Lumos, and Lumos purchases IP transit services from the Company. The Company paid Lumos approximately $0.4 million during the year ended December 31, 2015, and Lumos paid the Company a de minimus amount during the year ended December 31, 2015, pursuant to the terms of contracts between the parties. The majority of these contracts were in place before Mr. Sicoli joined the Company. As a matter of corporate governance policy and practice, related party transactions are presented and considered by the Audit Committee of the Company's Board of Directors in accordance with the Company's Code of Business Conduct and Ethics, Conflict of Interest Policy . Newly Adopted Accounting Principles On April 7, 2015, the FASB issued Accounting Standards Update ("ASU") 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which simplifies the presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the consolidated balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. The Company has early adopted the provision in ASU 2015-03 as of end of, fiscal 2015 and applied the provision retrospectively for fiscal 2014, refer to Note 5. The impact of adopting ASU 2015-03 on the Company's Consolidated Balance Sheet as of December 31, 2014 was a decrease to other assets by $2.8 million , and a decrease to long-term debt by $2.8 million . On November 20, 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes , which requires entities to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet. Prior to the issuance of ASU 2015-17, deferred tax assets and deferred tax liabilities had to be presented separately into a current amount and noncurrent amount based on the classification of the related asset or liability for financial reporting. For public entities, the ASU will be effective for annual periods beginning after December 15, 2016, and interim periods within those years. The Company early adopted ASU 2015-17 as of the end of fiscal 2015, and applied the provision prospectively. Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which amends the existing accounting standards for revenue recognition. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which delays the effective date of ASU 2014-09 by one year. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. As such, the updated standard will be effective in the first quarter of 2018, with the option to adopt it in the first quarter of 2017. The Company is still evaluating the effect that the updated standard will have on its consolidated financial statements and related disclosures. On February 25, 2016, the FASB issued ASU 2016-02, Leases , which will require most leases (with the exception of leases with terms of less than one year) to be recognized on the balance sheet as an asset and a lease liability. Leases will be classified as an operating lease or a financing lease. Operating leases are expensed using the straight-line method whereas financing leases will be treated similarly to a capital lease under the current standard. The new standard will be effective for annual and interim periods, within those fiscal years, beginning after December 15, 2018 but early adoption is permitted. The new standard must be presented using the modified retrospective method beginning with the earliest comparative period presented. The Company is currently evaluating the effect of the new standard on its consolidated financial statements and related disclosures. Other recent accounting pronouncements issued by the FASB during fiscal 2015 and through the filing date did not and are not believed by management to have a material impact on the Company's present or historical consolidated financial statements. Correction of Immaterial Error The Company corrected two errors in the consolidated statements of cash flows for the years ended December 31, 2014 and 2013 . The Company had erroneously presented payment of certain debt issuance costs as an operating activity; the correct presentation should have been a financing activity. The amount of the correction was $2.2 million and $3.1 million , for the years ended December 31, 2014 and 2013, respectively. In addition, the Company had erroneously presented the payment of an earn-out as an operating activity; the correct presentation should have been a financing activity. The amount of the correction was $1.2 million and $3.6 million for the years ended December 31, 2014 and 2013, respectively. These corrections had no impact on the final cash balances. Additionally, these corrections had no impact on the consolidated statements of operations or the consolidated balance sheets. The Company has evaluated these corrections in accordance with ASC 250-10-S99, SEC Materials (formerly SEC Staff Accounting Bulletin 99, Materiality ) and concluded that both quantitatively and qualitatively the corrections were not material. The correction of these errors was also evaluated by management in their assessment of internal controls over financial reporting. Reclassification o |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS Since its formation, the Company has consummated a number of transactions accounted for as business combinations. The acquisitions were executed as part of the Company’s business strategy of expanding through acquisitions. The acquisitions of these businesses have allowed the Company to increase the scale at which it operates, which in turn affords the Company the ability to increase its operating leverage, extend its network, and broaden its customer base. The accompanying consolidated financial statements include the operations of the acquired entities from their respective acquisition dates. All of the acquisitions noted below have been accounted for as a business combination. Accordingly, consideration paid by the Company to complete the acquisitions is initially allocated to the respective assets and liabilities based upon their estimated fair values as of the date of completion of the acquisition. The recorded amounts for acquired assets and liabilities assumed are provisional and subject to change during the measurement period, which is 12 months from the date of acquisition. The following are a list of material acquisitions the Company completed during fiscal 2015, 2014, and 2013, respectively. Acquisitions Completed During 2015 One Source Networks Inc. On October 22, 2015, the Company completed the acquisition of all of the equity securities of One Source Networks Inc., a Texas corporation (“One Source”). At closing, the Company paid $169.3 million of cash and issued 185,946 unregistered shares of the Company's common stock valued at $2.3 million . In addition, 289,055 unregistered shares of the Company's common stock were issued to certain selling shareholders of One Source, which are considered compensation as there is a continuous employment restriction attributed to these common shares. Share-based compensation of $3.6 million will be amortized ratably over an 18 month service period. The fair value of the 475,001 unregistered shares of common stock issued as part of the consideration paid for One source ( $5.9 million ) was determined on the basis of the closing market price of the Company's common stock on the acquisition date less a discount for lack of marketability due to the 6-month restriction of resale as a result of SEC Rule 144 for issuance of unregistered shares to a non-affiliate as such term is defined therein. The Company incurred $4.9 million in exit costs associated with the acquisition of One Source, which includes employee severance costs, termination costs associated with facility leases and network agreements, and other related exit costs for the year ended December 31, 2015. Additionally, the Company expects to incur $3.5 million in transaction and integration costs related to the acquisition of One Source that will be included as selling, general and administrative expense within the consolidated statements of operations. The Company expensed $2.5 million for the three months ended December 31, 2015 and expects to incur the remaining $1 million in the three months ended March 31, 2016. Transaction and integration costs include costs directly related to the acquisition and integration of One Source, including legal, accounting and consulting services and travel costs. MegaPath Corporation On April 1, 2015, the Company acquired MegaPath Corporation ("MegaPath"), which provides private wide-area-networking, Internet access services, managed services and managed security to multinational clients. The Company paid an aggregate purchase price of $152.3 million , including $131.4 million in cash (exclusive of the assumption of $3.4 million in capital leases); $7.5 million paid at the closing of the transaction by delivery of 610,843 unregistered shares of the Company’s common stock; and $10.0 million due in cash on the first anniversary of the closing, subject to reduction for any indemnification claims made by the Company prior to such date. The acquisition was considered an asset purchase for tax purposes. The fair value of the 610,843 unregistered shares of common stock issued as part of the consideration paid for MegaPath ( $7.5 million ) was determined on the basis of the closing market price of the Company's common stock on the acquisition date less a discount for lack of marketability due to the 6-month restriction of resale as a result of SEC Rule 144 for issuance of unregistered shares to a non-affiliate as such term is defined therein. Acquisitions Completed During 2014 UNSi On October 1, 2014, the Company acquired United Networks Services, Inc. ("UNSi"), a Delaware corporation. UNSi delivers high capacity Ethernet and MPLS wide-area-network solutions, internet services and a broad range of managed services. The Company paid the shareholders of UNSi an aggregate of $35.4 million , payable in a combination of cash and 231,539 shares of common stock of the Company. $2.6 million of the purchase price was withheld by the Company for one year following the closing of the acquisition as security for UNSi's indemnification obligations under the Merger Agreement. The acquisition was considered a stock purchase for tax purposes. Acquisitions Completed During 2013 Tinet On April 30, 2013, the Company acquired NT Network Services, LLC and NT Network Services, LLC SCS (collectively, “Tinet”), which, together with the subsidiaries of such companies, comprise the data transport business of Inteliquent. The Company paid Inteliquent cash consideration of $49.2 million . In addition, the Company agreed to provide certain services to Inteliquent without charge for up to three years after the closing. These services are provided under a separate service agreement that is valued at $2.0 million . The acquisition was considered a stock purchase for tax purposes. IDC On February 1, 2013, the Company acquired IDC Global Incorporated ("IDC"), a privately held company in Chicago. IDC provides cloud networking, co-location, and managed cloud services with a focus on providing multi-location enterprises with a complete portfolio of cloud infrastructure services. Pursuant to the agreement, the Company acquired IDC for cash consideration paid of $3.6 million . The acquisition was considered an asset purchase for tax purposes. Acquisition Method Accounting Estimates The Company initially recognizes the assets and liabilities acquired from the aforementioned acquisitions based on its preliminary estimates of their acquisition date fair values. As additional information becomes known concerning the acquired assets and assumed liabilities, management may make adjustments to the opening balance sheet of the acquired company up to the end of the measurement period, which is no longer than a one year period following the acquisition date. The determination of the fair values of the acquired assets and liabilities assumed (and the related determination of estimated lives of depreciable tangible and identifiable intangible assets) requires significant judgment. As of December 31, 2015, the Company has not completed its fair value analysis and calculations in sufficient detail necessary to arrive at the final estimates of the fair value of certain working capital and non-working capital acquired assets and assumed liabilities, including the allocations to property, plant and equipment, goodwill and intangible assets, deferred revenue and resulting deferred taxes related to its acquisitions of One Source and MegaPath. All information presented with respect to certain working capital and nonworking capital acquired assets and liabilities assumed as it relates to these acquisitions are preliminary and subject to revision pending the final fair value analysis. During the fourth quarter of fiscal 2015, the Company finalized its fair value analysis and resulting purchase accounting for the UNSi acquisition. The Tinet and IDC acquisitions were finalized in 2014. The table below reflects the Company's estimates of the acquisition date fair values of the assets and liabilities assumed for its acquisitions over the past three years: Purchase Price One Source October 22, 2015 MegaPath April 1, 2015 UNSi October 1, 2014 Tinet April 1, 2013 IDC February 1, 2013 Cash paid at closing, incl. working capital $ 169,305 $ 131,397 $ 29,978 $ 49,158 $ 3,593 Deferred cash consideration (1) — 10,000 2,568 — — Common stock 2,345 7,500 2,884 — — Purchase consideration $ 171,650 $ 148,897 $ 35,430 $ 49,158 $ 3,593 Purchase Price Allocation Assets acquired: Current assets $ 10,957 $ 15,137 $ 4,292 $ 17,839 $ 187 Property, plant and equipment 2,072 16,565 8,181 15,004 798 Other Assets — — — 1,282 82 Intangible assets - customer lists (2) 63,590 72,162 13,960 25,000 3,100 Intangible assets - intellectual property (2) 17,379 — — — — Intangible assets - tradename — — — 800 — Deferred tax asset — 5,245 1,409 — — Goodwill (3) 115,471 60,566 23,640 16,462 764 Total assets acquired 209,469 169,675 51,482 76,387 4,931 Liabilities assumed: Current liabilities (7,170 ) (18,883 ) (16,052 ) (27,229 ) (1,338 ) Capital leases, long-term portion — (1,895 ) — — — Deferred tax liability (30,649 ) — — — — Total liabilities assumed (37,819 ) (20,778 ) (16,052 ) (27,229 ) (1,338 ) Net assets acquired $ 171,650 $ 148,897 $ 35,430 $ 49,158 $ 3,593 (1) The deferred consideration for both MegaPath and UNSi are expected to be paid in 2016. (2) The weighted average amortization period of intangible assets acquired during 2015 was 6.5 years for customer lists, 9.8 years for intellectual property, and 6.9 years in total, as of December 31, 2015. (3) In both 2015 acquisitions, the excess of the purchase price over the net identifiable assets has been recorded as goodwill which includes synergies expected from the expanded service capabilities and the value of the assembled workforce in accordance with GAAP. Adjustments to Purchase Accounting Estimates Associated with Acquisitions During fiscal 2015, the Company finalized the fair value estimates associated with its acquisition accounting for the MegaPath acquisition consummated on April 1, 2015 and the UNSi acquisition consummated on October 1, 2014, that resulted in adjustments to previously reported allocation of purchase consideration. The adjustments were a result of changes to the original fair value estimates of certain items acquired. These changes are the result of additional information obtained since September 30, 2015 that related to facts and circumstances that existed at the respective acquisition dates. The Company has recast the previously reported consolidated balance sheet as of September 30, 2015 in connection with the MegaPath acquisition. The Company did not recast the previously reported consolidated statement of operations for the year ended December 31, 2014 due to the immaterial effect of the related adjustments. The following table reflects the financial statement captions impacted by the acquisition accounting adjustments: Adjusted Balance September 30, 2015 Previously Reported Balance* September 30, 2015 Acquisition accounting adjustment Assets Accounts receivable $ 46,526 $ 46,779 $ (253 ) Prepaid assets 4,404 4,883 (479 ) Property, plant and equipment 35,684 40,537 (4,853 ) Intangible assets - customer lists 110,826 90,376 20,450 Goodwill 154,678 176,197 (21,519 ) Total assets $ 352,118 $ 358,772 $ (6,654 ) Liabilities Deferred tax liability $ 6,654 $ — $ 6,654 Total liabilities $ 6,654 $ — $ 6,654 * As reported of Form 10-Q filed with the SEC on November 6, 2015. The adjustments above impacted depreciation and amortization of property, plant and equipment and definite lived intangibles, respectively. The Company previously presented depreciation and amortization expense of $32.5 million for the nine months ended September 30, 2015. Depreciation and amortization expense would have been $34.5 million for the nine months ended September 30, 2015 had the adjustments above been identified at that time. Transaction Costs Transaction costs describe the broad category of costs the Company incurs in connection with signed and/or closed acquisitions. There are two types of costs that the Company accounts for: • Severance, restructuring and other exit costs • Transaction and integration costs Severance, restructuring and other exit costs are costs the Company incurs related to one time benefits the Company has obligated itself to pay to severed employees; termination charges for leases and supplier contracts and other costs incurred associated with an exit activity. These costs are reported separately in the consolidated statements of operations during these periods. Refer to Note 10 of these Consolidated Financial Statements for further information. Transaction and integration costs include expenses associated with professional services (i.e., legal, accounting, regulatory, etc.) rendered in connection with signed and/or closed acquisitions, travel expense, and other non-recurring direct expenses incurred that are associated with such acquisitions. Transaction and integration costs are expensed as incurred and may be incurred up to six months after the date of acquisition in support of the integration. The Company incurred transaction and integration costs of $6.1 million for the year ended December 31, 2015. The amounts were not significant in 2014 and 2013. Transaction and integration costs have been included in selling, general and administrative expenses in the consolidated statements of operations and in cash flows from operating activities in the consolidated statements of cash flows during these years. Pro forma Financial Information (Unaudited) The pro forma results presented below include the effects of the Company’s fiscal 2015 and 2014 acquisitions as if the acquisitions occurred on January 1, 2014. The pro forma net income (loss) for the years ended December 31, 2015 and 2014 includes the additional depreciation and amortization resulting from the adjustments to the value of property, plant and equipment and intangible assets resulting from acquisition accounting and adjustment to amortized revenue during fiscal 2015 and 2014 as a result of the acquisition date valuation of assumed deferred revenue. The pro forma results also include interest expense associated with debt used to fund the acquisitions. The pro forma results do not include any anticipated synergies or other expected benefits of the acquisitions. The unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisitions been consummated as of January 1, 2014. Year Ended December 31, 2015 2014 (Amounts in thousands, except per share and share data) Revenue $ 463,604 $ 440,196 Net income (loss) $ 12,361 $ (53,390 ) Net income (loss) per share: Basic $ 0.35 $ (1.98 ) Diluted $ 0.35 $ (1.98 ) Basic 34,973,284 27,011,381 Diluted 35,801,395 27,011,381 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS The Company completed its annual goodwill impairment testing on its measurement date of October 1, 2015. The Company performed a qualitative impairment analysis and determined that it is more likely than not that the fair value of the reporting unit is greater than its carrying amount; therefore, the Company concluded that the first and second steps of the goodwill impairment test were unnecessary and that no indicators of impairment existed. In addition, the Company completed its annual impairment test of the indefinite lived trademark. The Company used a discounted cash flow model using the royalty relief method and concluded that no impairment existed as of the measurement date. The goodwill balance was $271.0 million and $92.7 million as of December 31, 2015 and 2014 , respectively. Additionally, the Company's intangible asset balance was $182.2 million and $58.6 million as of December 31, 2015 and 2014 , respectively. The additions to both goodwill and intangible assets during the year ended December 31, 2015 relate to the acquisition of MegaPath and One Source (see Note 3 - Acquisitions ). At the end of the fourth quarter and subsequent to the year-end, the Company evaluated whether any triggering events had occurred, including the decline in its stock price, that may require further testing. After assessing the totality of events and circumstances, the Company has determined that there were no indicators that the fair value is below its carrying amounts and therefore an interim Step 1 goodwill impairment test was not required to be performed. The changes in the carrying amount of goodwill for the year s ended December 31, 2015 and 2014 are as follows (amounts in thousands): Balance, January 1, 2014 $ 67,019 Goodwill associated with acquisitions 25,664 Balance, December 31, 2014 92,683 Adjustments to prior year's business combination 2,236 Goodwill associated with acquisitions 176,037 Balance, December 31, 2015 $ 270,956 The following tables summarize the Company’s intangible assets as of December 31, 2015 and December 31, 2014 (amounts in thousands): December 31, 2015 Amortization Period Gross Asset Cost Accumulated Amortization Net Book Value Customer relationships 3-7 years $ 215,802 $ 54,041 $ 161,761 Non-compete agreements 3-5 years 4,331 4,305 26 Point-to-Point FCC license fees 3 years 1,695 701 994 Intellectual property 10 years 17,379 336 17,043 Trade name 3 years 2,079 519 1,560 Trade name (indefinite-lived) N/A 800 — 800 $ 242,086 $ 59,902 $ 182,184 December 31, 2014 Amortization Period Gross Asset Cost Accumulated Amortization Net Book Value Customer contracts 3-7 years $ 85,759 $ 29,639 $ 56,120 Non-compete agreements 3-5 years 4,331 4,147 184 Point-to-point FCC license fees 3 years 1,665 139 1,526 Trade name (indefinite-lived) N/A 800 — 800 $ 92,555 $ 33,925 $ 58,630 Amortization expense was $26.0 million , $13.8 million , and $10.2 million for the year s ended December 31, 2015 , 2014 , and 2013 , respectively. Estimated amortization expense related to intangible assets subject to amortization at December 31, 2015 in each of the years subsequent to December 31, 2015 is as follows (amounts in thousands): 2016 $ 36,477 2017 34,669 2018 28,392 2019 23,735 2020 20,834 2021 and beyond 37,277 Total $ 181,384 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT As of December 31, 2015 and 2014, long-term debt was as follows (amounts in thousands): 2015 2014 Term loan $ 400,000 $ 108,626 Revolving line of credit facility 5,000 — Delayed draw term loan — 15,000 Total debt obligations 405,000 123,626 Unamortized debt issuance costs (10,938 ) (2,800 ) Unamortized original issuance discount (7,819 ) — Carrying value of debt 386,243 120,826 Less current portion (4,000 ) (6,188 ) Long-term debt less current portion $ 382,243 $ 114,638 October 2015 Credit Agreement On October 22, 2015, the Company entered into a credit agreement (the “October 2015 Credit Agreement”) that provided for a $400.0 million term loan facility and a $50.0 million revolving line of credit facility (which includes a $15.0 million letter of credit facility and a $10.0 million swingline facility). In addition, the Company may request incremental term loan and/or incremental revolving loan commitments in an aggregate amount not to exceed the sum of $75.0 million and an unlimited amount that is subject to pro forma compliance with certain net secured leverage ratio tests, provided, however, that incremental revolving loan commitments may not exceed $25.0 million . The term loan facility was issued at a discount of $8 million . Approximately $0.4 million of the revolving line of credit is currently utilized for outstanding letters of credit relating to the Company’s real estate lease obligations. As of December 31, 2015 the Company had drawn $5.0 million under the revolving line of credit and had $44.6 million of borrowing capacity available. The Company used the proceeds from the October 2015 Credit Agreement to acquire One Source as detailed in Note 3 - Acquisitions and to refinance existing debt. The maturity date of the term loan facility is October 22, 2022 and the maturity date of the revolving line of credit is October 22, 2020. The aggregate contractual maturities of long-term debt (excluding unamortized discounts and unamortized debt issuance costs) were as follows at December 31, 2015 (amounts in thousands): Total Debt 2016 $ 4,000 2017 4,000 2018 4,000 2019 4,000 2020 9,000 2021 4,000 2022 376,000 Total $ 405,000 The Company may prepay loans under the October 2015 Credit Agreement at any time, subject to certain notice requirements and LIBOR breakage costs. Under certain circumstances, in the event that the term loans are prepaid within six months after entering into the October 2015 Credit Agreement, such prepayment may be subject to a penalty equal to 1.00% of the outstanding term loans being prepaid. The applicable rate for term loans is LIBOR plus 5.25% subject to a LIBOR floor of 1.00% . The applicable rate for revolving loans is LIBOR plus 4.75% with no floor. The effective interest rate on outstanding debt at December 31, 2015 and December 31, 2014 was 6.24% and 4.5% respectively. Debt covenants The October 2015 Credit Agreement contains customary financial and operating covenants, including among others a consolidated net secured leverage ratio and covenants restricting the incurrence of debt, imposition of liens, the payment of dividends and entering into affiliate transactions. The October 2015 Credit Agreement also contains customary events of default, including among others nonpayment of principal or interest, material inaccuracy of representations and failure to comply with covenants. If an event of default occurs and is continuing under the October 2015 Credit Agreement, the entire outstanding balance may become immediately due and payable. In addition, the Company must comply with a Consolidated Net Secured Leverage Ratio covenant and is restricted from permitting the Consolidated Net Secured Leverage Ratio to be greater than the maximum ratio specified below during the period opposite such maximum ratio: Fiscal Quarter Ending Maximum Ratio March 31, 2016 5.00:1.00 June 30, 2016 5.00:1.00 September 30, 2016 4.75:1.00 December 31, 2016 4.75:1.00 March 31, 2017 4.50:1.00 June 30, 2017 4.50:1.00 September 30, 2017 4.25:1.00 December 31, 2017 4.25:1.00 March 31, 2018 4.00:1.00 June 30, 2018 4.00:1.00 September 30, 2018 3.75:1.00 December 31, 2018 3.75:1.00 March 31, 2019 and thereafter 3.50:1.00 The Company was in compliance with all financial covenants under the October 2015 Credit Agreement as of December 31, 2015. Guarantees The Company's obligations under the October 2015 Credit Agreement are guaranteed by certain of the its subsidiaries and secured by substantially all of its tangible and intangible assets. Debt Issuance Costs In connection with the October 2015 Credit Agreement, the Company incurred debt issuance costs of $8.6 million (net of extinguishments). These costs are in addition to $2.6 million of debt issuance costs that were carried over from the prior term loan facility that qualified as a modification. These costs will be amortized to interest expense over the respective term of the underlying debt instruments using the effective interest method, unless extinguished earlier, at which time the related unamortized costs are to be immediately expensed. The unamortized balance of debt issuance costs as of December 31, 2015 and December 31, 2014 was $10.9 million and $2.8 million , respectively. The amortization of debt issuance costs is included on the consolidated statements of cash flows within the caption “Amortization of debt issuance costs” along with the amortization of the discount on the Company’s indebtedness. Interest expense associated with the amortization of debt issuance costs was $1.0 million for each of the years ended December 31, 2015 and 2014 and $1.3 million during the year ended December 31, 2013. Debt issuance costs are presented in the consolidated balance sheets as a reduction to “Long-term debt, non-current”. Previous Debt Agreements Over the course of the last two fiscal years, the Company has completed three refinancing transactions and certain debt facilities have been extinguished as a result of those transactions. The following is a list of debt facilities that were extinguished during the last two fiscal years, with an associated description of the key terms and conditions below: • Second Amended and Restated Credit Agreement, dated as of April 1, 2015 ("April 2015 Credit Agreement"). • Amended and Restated Credit Agreement dated as of August 6, 2014 ("August 2014 Credit Agreement"). • Third Amended Note Purchase Agreement ("Mezzanine Notes" and related "Warrants"). April 2015 Credit Agreement On April 1, 2015, the Company entered into the April 2015 Credit Agreement, which amended the August 2014 Credit Agreement and provided for a term loan facility of $230.0 million ; a revolving line of credit facility of $25.0 million ; and an uncommitted incremental credit facility of $50.0 million in term loans and/or revolving credit commitments. The interest rate on borrowings under the term loan facility was LIBOR plus a 4.50% spread. The interest rate on borrowings under the revolving credit facility was subject to a leveraged based pricing grid. The maturity date of the loans was March 31, 2020. The proceeds were used to fund the MegaPath acquisition and repay all outstanding balances under the August 2014 Credit Agreement. The April 2015 Credit Agreement was repaid in full on October 22, 2015, in connection with the October 2015 Credit Agreement. August 2014 Credit Agreement On August 6, 2014, the Company entered into the August 2014 Credit Agreement, which included amendments to the First Amended and Restated Credit Agreement, dated December 2013, and provided for $110.0 million in term loans; a $15.0 million revolving credit facility; an available $15.0 million delayed draw term loan ("DDTL"); and an available uncommitted $30.0 million incremental term loan. The interest rate on borrowings under the term loan facility consisted of LIBOR plus an applicable spread subject to a leveraged based pricing grid. The maturity date of the loans was August 6, 2019. The proceeds were used to repay all outstanding balances under the Mezzanine Notes as well as the cash consideration associated with the settlement of the Warrants issued in connection with the Mezzanine Notes, and general corporate purposes. The outstanding balance of the Mezzanine Notes at the time of repayment was $31.0 million and the Company also paid a prepayment penalty of $0.3 million . The outstanding balance of the warrant liability at the time of settlement was $19.2 million and the holders of the Mezzanine Notes agreed to sell 1,172,080 of their outstanding warrants (or 50% of the total outstanding warrants) to the Company for $9.6 million in cash and exercise the remaining 1,172,080 warrants on a cash-less basis into 913,749 common shares of the Company. On September 30, 2014, the Company drew $15.0 million on the DDTL, to partially fund the UNSi acquisition. Mezzanine Notes On June 6, 2011, the Company entered into a note purchase agreement (the “Purchase Agreement”) with BIA Digital Partners SBIC II LP (“BIA”). The Purchase Agreement provided for a total commitment of $12.5 million , of which $7.5 million was immediately funded (the “BIA Notes”). On September 19, 2011, BIA agreed to extend the commitment period and funded the Company an additional $1.0 million . On April 30, 2012, in connection with the nLayer acquisition, the Company entered into an amended and restated note purchase agreement (the "Amended Note Purchase Agreement") with BIA and Plexus Fund II, L.P. (“Plexus”). The Amended Note Purchase Agreement provided for an increase in the total financing commitment by $8.0 million , of which $6.0 million was immediately funded (the "Plexus Notes"). The Company called on the remaining $2.0 million on December 31, 2012. On April 30, 2013, the Company arranged financing through an increase in the Company’s existing mezzanine financing arrangement, in the form of a modification to its existing note purchase agreement (the “Second Amended Note Purchase Agreement”) with BIA and Plexus that expanded the amount of borrowing under the Amended Note Purchase Agreement on April 30, 2012 and adds BNY Mellon-Alcentra Mezzanine III, L.P. (“Alcentra”) as a new note purchaser and lender thereunder (together with BIA and Plexus, the “Note Holders”). The Second Amended Note Purchase Agreement provides for a total financing commitment of $11.5 million , of which $8.5 million was immediately funded, (the “BIA Notes” and together with the "Plexus Notes", the “Notes”). On November 1, 2013, the remaining $3.0 million of the committed financing was called on by the Company and the original interest rate of 13.5% per annum was reduced to 11.0% per annum for the entire outstanding Notes of $29.5 million . On December 30, 2013, the Company modified the Second Amended Note Purchase Agreement (the "Third Amended Note Purchase Agreement") with BIA, Plexus, and Alcentra, expanding the total financing commitment by $10.0 million , of which $1.5 million was immediately funded. The Third Amended Note Purchase Agreement increased the maximum borrowings to $38.0 million with the Notes maturing on June 6, 2016, at an interest rate of 11.0% per annum. The Company did not draw on the remaining $8.5 million of committed financing, and these Mezzanine Notes were repaid in full on August 6, 2014 in connection with the August 2014 Credit Agreement. Warrants On June 6, 2011, pursuant to the Purchase Agreement, the Company issued to BIA a warrant to purchase from the Company 634,648 shares of the Company’s common stock, at an exercise price equal to $1.144 per share (as adjusted from time to time as provided in the Purchase Agreement). Upon the additional $1.0 million funding, the Company issued to BIA an additional warrant to purchase from the Company 63,225 shares of the Company’s common stock, at an exercise price equal to $1.181 per share. On April 30, 2012, pursuant to the Amended Note Purchase Agreement, the Company issued to Plexus a warrant to purchase from the Company 535,135 shares of the Company’s common stock at an exercise price equal to $2.208 per share (as adjusted from time to time as provided in the warrant). On December 31, 2012, the Company issued to Plexus an additional warrant to purchase from the Company 178,378 shares of the Company’s common stock, at an exercise price equal to $2.542 per share (as adjusted from time to time as provided in the warrant agreement). On April 30, 2013, pursuant to the Second Amended Note Purchase Agreement, the Company issued to Plexus a warrant to purchase from the Company 246,911 shares of the Company’s common stock, to BIA a warrant to purchase 356,649 shares of the Company’s common stock, and to Alcentra a warrant to purchase from the Company 329,214 shares of the Company’s common stock, each at an exercise price equal to $3.306 per share. Each of these Warrants was settled in full on August 6, 2014 in connection with the August 2014 Credit Agreement and corresponding issuance of GTT common stock. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The fair value of a financial instrument is the amount at which the instrument could be exchanged in an orderly transaction between market participants. As of December 31, 2015 and 2014 , the carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and other liabilities approximated fair value due to the short-term nature of these instruments. ASC 820, Fair Value Measurements and Disclosures , establishes a fair value hierarchy for input into valuation techniques as follows: Level 1: Inputs based on quoted market prices for identical assets or liabilities in active markets at the measurement date. Level 2: Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3: Inputs reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instruments valuation. The carrying value of the Company's long-term debt inclusive of $5 million revolving line of credit, net of unamortized debt issuance costs and unamortized original issuance discount was $386.2 million and $120.8 million , as of December 31, 2015 and 2014, respectively. Based on level 2 inputs, the fair value of the Company's long-term debt as of December 31, 2015 and 2014 was estimated to be the same as its carrying value. The level 2 fair value estimate was based on similar debt, with similar maturities, company credit rating and interest rates. From time to time, the Company has issued contingent consideration, or an earn-out, to selling shareholders of acquired companies. Historically, the earn-out has taken the form of Company issued common stock or cash consideration contingent on the performance of the entity the Company acquired. The Company considers the valuation of the earn-outs as a level 3 liability based on unobservable inputs. For issuances of Company common stock, the Company considers this comparable to a stock option and measure the fair value using the Black-Scholes pricing model . During the year ending December 31, 2015 , there were no share-based earn-outs entered into or requiring valuation. The remaining earn-out liability in 2015 relates to business acquisitions in which the sellers will receive a cash payout based upon the performance of the entity the Company acquired. The following table presents the liabilities that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of December 31, 2015 and 2014 respectively (amounts in thousands): December 31, 2015 Level 1 Level 2 Level 3 Total Liabilities: Acquisition earn-out $ — $ — $ 525 $ 525 December 31, 2014 Level 1 Level 2 Level 3 Total Liabilities: Acquisition earn-out $ — $ — $ 3,374 $ 3,374 Rollforward of level 3 liabilities are as follows (amounts in thousands): Warrant Liability Balance, December 31, 2013 $ 12,295 Change in fair value 6,857 Paid in cash (9,576 ) Settled in shares (9,576 ) Balance, December 31, 2014 — Balance, December 31, 2015 $ — Acquisition Earn-outs Balance, December 31, 2013 $ 2,900 Paid in cash (1,155 ) Settled in shares (3,704 ) Change in fair value 1,554 Incurred 3,779 Balance, December 31, 2014 3,374 Paid in cash (3,729 ) Change in fair value 880 Balance, December 31, 2015 $ 525 Assets and liabilities measured at fair value on a non-recurring basis include goodwill, tangible assets, and intangible assets. Such assets are reviewed quarterly for impairment indicators. If a triggering event has occurred, the assets are remeasured when the estimated fair value of the corresponding asset group is less than the carrying value. The fair value measurements, in such instances, are based on significant unobservable inputs (level 3). There were no impairments recorded during the year s ended December 31, 2015 and 2014. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT The following table summarizes the Company’s property and equipment at December 31, 2015 and 2014 (amounts in thousands): 2015 2014 Network equipment $ 70,808 $ 44,218 Computer hardware and software 9,613 3,468 Leasehold improvements 3,113 2,094 Furniture and fixtures 838 253 Property and equipment, gross 84,372 50,033 Less accumulated depreciation (45,549 ) (24,849 ) Property and equipment, net $ 38,823 $ 25,184 Certain property, plant and equipment, primarily network equipment, are subject to capital lease in the amount of $3.5 million and $0.4 million as of December 31, 2015 and 2014, respectively, less accumulated depreciation of $1.1 million and $0.2 million as of December 31, 2015 and 2014, respectively. Depreciation expense associated with property and equipment was $20.7 million , $11.1 million , and $6.9 million for the years ended December 31, 2015 , 2014 , and 2013 respectively. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES The following table summarizes the Company’s accrued expenses and other current liabilities as of December 31, 2015 and 2014 (amounts in thousands): 2015 2014 Accrued compensation and benefits $ 9,465 $ 4,385 Accrued supplier costs 21,637 14,359 Accrued restructuring 6,833 2,101 Accrued other 5,180 8,643 $ 43,115 $ 29,488 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The components of income (loss) before income taxes for the years ended December 31, 2015 , 2014 and 2013 were as follows (amounts in thousands): 2015 2014 2013 United States $ (12,318 ) $ (25,355 ) $ (23,270 ) Foreign (2,509 ) 4,459 476 Total $ (14,827 ) $ (20,896 ) $ (22,794 ) The components of the provision for income tax (benefit) expense for the years ended December 31, 2015, 2014 and 2013 were as follows (amounts in thousands): 2015 2014 2013 Current: Federal $ 77 $ — $ — State — 83 (8 ) Foreign (3,708 ) 1,215 720 Total current (3,631 ) 1,298 712 Deferred: Federal (25,347 ) 852 51 State (3,783 ) (459 ) 34 Foreign (1,370 ) 392 (2,802 ) Total deferred (30,500 ) 785 (2,717 ) Income tax (benefit) expense $ (34,131 ) $ 2,083 $ (2,005 ) The following is a reconciliation of the U.S. federal statutory income taxes to the amounts reported in the financial statements for the years ended December 31, 2015 , 2014 and 2013 (amounts in thousands): 2015 2014 2013 Amount Effective Rate Amount Effective Rate Amount Effective Rate U.S. federal statutory income tax $ (5,188 ) 35.00 % $ (7,233 ) 35.00 % $ (7,949 ) 35.00 % Permanent items 733 (4.94 )% 575 (2.75 )% 2,332 (10.23 )% State taxes, net of federal benefit (533 ) 3.60 % 89 (0.43 )% 30 (0.13 )% Foreign tax rate differential (34 ) 0.23 % (421 ) 2.01 % (353 ) 1.55 % Warrant extinguishment — — % 5,743 (27.87 )% — — % Change in valuation allowance (23,450 ) 158.19 % 3,118 (14.92 )% 3,230 (14.17 )% Unrecognized tax positions (2,167 ) 14.62 % 316 (1.51 )% 299 (1.31 )% Italian IRAP tax — — % (284 ) 1.36 % 365 (1.60 )% Prior-year true-ups (3,492 ) 23.55 % 180 (0.86 )% 41 (0.18 )% Total income tax (benefit) expense $ (34,131 ) 230.25 % $ 2,083 (9.97 )% $ (2,005 ) 8.93 % The components of the Company's deferred tax assets and liabilities at December 31, 2015 and 2014 were as follows (amounts in thousands): 2015 2014 Deferred tax assets: Net operating loss carryforwards $ 29,607 $ 24,735 Capital loss and trade deficit carryforwards 677 678 Reserves and allowances 1,831 1,683 Property and equipment 1,526 1,972 Stock-based compensation 2,019 984 Other 1,640 1,389 Total deferred tax assets before valuation allowance 37,300 31,441 Less: Valuation allowance (305 ) (23,756 ) Total deferred tax assets 36,995 7,685 Deferred tax liabilities: Intangible assets and goodwill (29,193 ) (5,887 ) Other (432 ) (942 ) Total deferred tax liabilities (29,625 ) (6,829 ) Net deferred tax assets (1) $ 7,370 $ 856 (1) Deferred tax assets in the amount of $7.5 million and $2.4 million are presented as a component of other assets on the consolidated balance sheet as of December 31, 2015 and 2014, respectively. Deferred tax liabilities in the amount of $0.1 million and $1.5 million are presented as a component of other long-term liabilities on the consolidated balance sheets as of December 31, 2015 and 2014, respectively. At each consolidated balance sheet date, the Company assesses the likelihood that it will be able to realize its deferred tax assets. The Company considers all available positive and negative evidence in assessing the need for a valuation allowance. At December 31, 2015, the Company concluded that it was more likely than not that it would be able to realize its U.S. deferred tax assets. In connection with the acquisition of One Source, the Company recorded a net deferred tax liability created by the financial reporting basis of identifiable intangible assets. The Company considered the future reversal of deferred tax liabilities along with forecasts of future taxable income, exclusive of reversing temporary differences and determined that it is more likely than not that the U.S. deferred tax assets will be realized. Accordingly, the Company released the valuation allowance against its U.S. deferred tax assets and recorded an income tax benefit of $23.5 million in the year ended December 31, 2015. The Company maintains a valuation allowance of $0.3 million related to certain international deferred tax assets. As of December 31, 2015, the Company had approximately $83.6 million of U.S. federal net operating loss carryforwards net of limitations under Section 382. Approximately $18 million of the gross net operating loss carryforwards have not been recognized as they relate to "windfall" tax benefits associated with stock-based compensation that have not reduced current taxes payable. When realized, the windfall tax benefits will be recognized through additional paid-in capital. The Company's U.S. federal net operating loss carryforwards, if not utilized to reduce taxable income in future years, will expire in between 2020 and 2035 as follows (amounts in millions): 2020 $ 7.9 2021 12.9 2024 2.4 2027 2.5 2028 2.0 2029 1.0 2031 1.7 2032 2.0 2033 15.7 2034 26.9 2035 8.6 Total $ 83.6 As of December 31, 2015, the Company had tax-effected state net operating loss carryforwards of approximately $3.9 million which are subject to limitations on their utilization and have various expirations through 2035. Approximately $0.7 million of the state net operating loss carryforwards have not been recognized as they relate to windfall tax benefits associated with stock-based compensation that have not reduced current taxes payable. As of December 31, 2015, the Company had gross net operating loss carryforwards in the U.K. of $17.9 million which have an indefinite carryforward period. The Company has not provided for U.S. income taxes or foreign withholding taxes on undistributed earnings of certain foreign subsidiaries because such earnings are intended to be permanently reinvested outside the United States. It is not practicable to determine the income tax liability that would be payable if such earnings was not indefinitely reinvested. Accounting for Uncertainty in Income Taxes As of December 31, 2015, 2014 and 2013, the Company had unrecognized tax benefits of $0 , $2.2 million , and $1.9 million , respectively. Changes in unrecognized tax benefits are set forth below (amounts in thousands): 2015 2014 2013 Balance, January 1 $ 2,167 $ 1,851 $ — Changes for tax positions of prior years (1) (1,849 ) — 1,851 Increases for tax positions related to the current year — 342 — Settlements and lapsing of statues of limitations (318 ) (26 ) — Balance, December 31 $ — $ 2,167 $ 1,851 (1) Uncertain tax positions of $1.6 million were acquired in 2013 with the acquisition of Tinet, changes in these uncertain tax positions for the year ended December 31, 2013 equaled $0.3 million . The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. During the years ended December 31, 2015, 2014 and 2013, interest and penalties were insignificant. |
RESTRUCTURING COSTS, EMPLOYEE T
RESTRUCTURING COSTS, EMPLOYEE TERMINATION AND OTHER ITEMS | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING COSTS, EMPLOYEE TERMINATION AND OTHER ITEMS | RESTRUCTURING COSTS, EMPLOYEE TERMINATION AND OTHER ITEMS One Source The Company incurred $4.9 million in exit costs associated with the acquisition of One Source, which includes employee severance costs, termination costs associated with facility leases and network agreements, and other related exit costs for the year ended December 31, 2015. Approximately $1.3 million was paid during the year ended December 31, 2015. The exit costs recorded and paid are summarized as follows for the year ended December 31, 2015 (amounts in thousands): Charges Cash Payments December 31, 2015 Employment costs $ 2,903 $ 1,189 $ 1,714 Lease and network termination charges 1,910 101 1,809 Other exit costs 124 — 124 Total $ 4,937 $ 1,290 $ 3,647 Other exit costs include costs directly related to the exit activities associated with the acquisition of One Source. Transaction and integration costs are recorded as a component of selling, general and administrative expense. MegaPath The Company incurred $7.7 million in exit costs associated with the acquisition of MegaPath including employee severance costs and termination costs associated with facility leases and network agreements and other related exit costs for the year ended December 31, 2015. Approximately $4.7 million was paid through the year ended December 31, 2015 . The exit costs recorded and paid are summarized as follows for the year ended December 31, 2015 (amounts in thousands): Charges Cash Payments Balance, December 31, 2015 Employee termination benefits $ 4,132 $ 4,067 $ 65 Lease and network termination charges 2,886 422 2,464 Other exit costs 729 171 558 Total $ 7,747 $ 4,660 $ 3,087 Other exit costs include costs directly related to the exit activities associated with the acquisition of MegaPath. Transaction and integration costs are recorded as a component of selling, general and administrative expense. UNSi During the year ended December 31, 2014, the Company incurred $6.1 million in exit costs associated with the acquisition of UNSi, including employee severance costs and termination costs associated with facility leases and network agreements. No additional charges were incurred during the year ended December 31, 2015. Of the $6.1 million charge, $4 million was paid as of December 31, 2014, with the remaining $2.1 million in obligations paid in fiscal 2015. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION Share-Based Compensation Plan The Company grants share-based equity awards, including stock options and restricted stock, pursuant to three plans in effect as of December 31, 2015 ; the 2006 Plan adopted in October 2006, the 2011 Plan adopted in June 2011 and the 2015 Plan adopted in June 2015 (collectively referred to as the "GTT Stock Plan"). The GTT Stock Plan is limited to an aggregate 9,500,000 shares of which 7,767,857 have been issued and are outstanding as of March 9, 2016. The GTT Stock Plan permits the granting of stock options, restricted stock and performance awards to employees (including employee directors and officers) and consultants of the Company, and non-employee directors of the Company. Options granted under the GTT Stock Plan have an exercise price of at least 100% of the fair market value of the underlying stock on the grant date and expire no later than 10 years from the grant date. The stock options generally vest over four years with 25% of the options becoming exercisable one year from the date of grant and the remaining 75% annually or quarterly over the following three years . Restricted stock granted under the GTT Stock Plan is granted at the closing stock price on the day of grant. Restricted stock generally vests over four years with 25% of the shares becoming unrestricted one year from the date of grant and the remaining 75% annually or quarterly over the following three years . Performance awards are restricted shares granted under the GTT Stock plan subject to the achievement of certain financial performance measures. Once achievement of these financial measures is considered probable, the Company starts to expense the fair value of the grant over the requisite service period. The performance award is valued at the closing price on the day of grant. The performance grant will vest annually or quarterly over the requisite service period once achievement of the financial measure has been met and approved by the Compensation Committee. The Compensation Committee of the Board of Directors, as administrator of the Plan, has the discretion to authorize a different vesting schedule for any awards. The following table summarizes the share-based compensation expense recognized as a selling, general and administrative expense in the consolidated statements of operations (amounts in thousands): Year Ended December 31, 2015 2014 2013 Stock options $ 1,591 $ 883 $ 363 Restricted stock (incl. performance awards) 6,285 1,535 1,103 Total $ 7,876 $ 2,418 $ 1,466 As of December 31, 2015, there was $23.5 million of total unrecognized compensation cost related to unvested share-based compensation agreements. The unrecognized compensation costs as of December 31, 2015 are expected to be amortized over a weighted average of 2.5 years. Stock Options The Company uses the Black-Scholes option pricing model method to calculate the fair value of the stock options. The use of option valuation models requires the input by management of certain assumptions, including the expected stock price volatility, the expected life of the option term and the forfeiture rate. These assumptions are utilized by the Company in determining the estimated fair value of the stock options. Assumptions used in the calculation of the stock option expense were as follows: 2015 2014 2013 Expected volatility 44.3% - 64.6% 62.2% - 63.2% 60.2% - 63.4% Risk free interest rate 1.3% - 1.9% 1.7% - 2.0% 1.0% - 1.9% Expected term (in years) 6.25 6.25 6.25 Dividend yield 0.0 % 0.0 % 0.0 % Forfeiture rate 4.0 % 4.0 % 4.0 % The fair value of each stock option grant is estimated as of the date of grant. Stock option activity during the years ended December 31, 2015, 2014 and 2013 is as follows: Options Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Balance, December 31, 2012 1,395,250 $ 1.49 $ 0.43 Granted 486,750 3.64 2.07 Exercised (92,125 ) — — Forfeited or canceled (92,375 ) 1.03 0.56 Balance, December 31, 2013 1,697,500 2.09 0.47 Granted 459,450 12.44 7.35 Exercised (633,754 ) 1.67 1.10 Forfeited or canceled (159,736 ) 4.98 2.85 Balance, December 31, 2014 1,363,460 5.41 3.17 Granted 344,117 17.91 8.64 Exercised (259,121 ) 2.35 1.40 Forfeited or canceled (72,079 ) 6.50 2.75 Balance, December 31, 2015 1,376,377 $ 9.05 $ 4.89 7.54 $ 11,683,456 Exercisable 637,804 — — — — The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company's closing stock price on the last day of the year and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2015. The amount of aggregate intrinsic value will change based on the fair market value of the Company's stock. For the year ended December 31, 2015 , the vested portion of share-based compensation expense was $3.7 million . As of December 31, 2015, unamortized compensation cost related to unvested stock options was $4.6 million , and the weighted average period over which this cost is expected to be recognized is 2.0 years. Restricted Stock and Performance Awards Restricted stock and performance award activity during the years ended December 31, 2015 , 2014 and 2013 is as follows: Shares Weighted Average Fair Value Unvested balance, December 31, 2012 660,001 $ 1.66 Granted 727,357 3.58 Forfeited (5,000 ) 3.40 Vested (405,420 ) 5.02 Unvested balance, December 31, 2013 976,938 2.96 Granted 1,016,902 12.48 Forfeited (142,503 ) 12.57 Vested (405,762 ) 10.88 Unvested balance, December 31, 2014 1,445,575 10.92 Granted 1,485,027 18.91 Forfeited (18,220 ) 10.96 Vested (634,623 ) 8.34 Unvested balance, December 31, 2015 2,277,759 $ 15.84 The fair value of restricted stock awarded totaled $10.9 million , $4.4 million and $2.5 million for the years ended December 31, 2015, 2014 and 2013, respectively. The fair value of these awards was calculated using the value of GTT common stock on the grant date and is being amortized over the vesting periods in which the restrictions lapse. As of December 31, 2015, unamortized compensation cost related to unvested restricted stock was $12.6 million and the weighted average period over which this cost will be recognized is 2.5 years. In 2014, the Company granted $7.8 million of restricted stock contingent upon the achievement of certain performance criteria (the 2014 Performance Awards). The fair value of the 2014 Performance Awards was calculated using the value of GTT common stock on the grant date. The Company started recognizing stock-based compensation expense for these grants once the achievement of the performance criteria was considered probable, which was in the third quarter of 2015. The 2014 Performance Awards started vesting in the fourth quarter of 2015 when the performance criteria were met and they will continue to vest ratably over the next two years. As of December 31, 2015, unamortized compensation cost related to the unvested 2014 Performance Awards was $6.2 million . In 2015, the Company granted $17.2 million of restricted stock contingent upon the achievement of certain performance criteria (the 2015 Performance Awards). The fair value of the 2015 Performance Awards was calculated using the value of GTT common stock on the grant date. As the achievement of the performance criteria is not yet considered probable, the full $17.2 million remains unamortized as of December 31, 2015. In conjunction with the acquisition of One Source, the Company issued $3.6 million , or 289,055 unregistered shares, of common stock to the selling shareholders of One Source subject to a continuing employment period of 18 months. The fair value of this issuance was calculated using the value of GTT common stock on the acquisition date less a discount for lack of marketability. The $3.6 million will be expensed over the 18 month service period. As of December 31, 2015, unamortized compensation expense was $3.2 million and will be recognized over the next 15 months. |
DEFINED CONTRIBUTION PLAN
DEFINED CONTRIBUTION PLAN | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
DEFINED CONTRIBUTION PLAN | DEFINED CONTRIBUTION PLAN The Company has a defined contribution retirement plan under Section 401(k) of the Internal Revenue Code ("IRC") that covers substantially all U.S. based employees. The plan allows eligible employees to contribute from 1% to 100% of their pre-tax eligible earnings, subject to defined limits. The Company matches 50% of an employee's voluntary contributions per pay period up to $18,000 annual maximum. Employer's matching contributions under the Company's plan vest at a rate of 25% for each year of employment and are fully vested after four years of employment for all current and future contributions. During the years ended December 31, 2015 , 2014 and 2013 , the Company incurred 401(k) expense of $618,000 , $239,000 and $179,000 , respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Office Space and Leases Office facility leases may provide for escalations of rent or rent abatements and payment of pro-rata portions of building operating expenses. The Company is currently headquartered in McLean, Virginia and has 10 offices throughout the United States, 5 offices in Europe and one office in Hong Kong. The Company records rent expense using the straight-line method over the term of the lease agreement. Office facility rent expense was $4.5 million , $2.1 million and $1.2 million , for the years ended December 31, 2015 , 2014 and 2013 , respectively. Estimated annual commitments under non-cancelable operating and capital leases are as follows at December 31, 2015 (amounts in thousands): Office Space Capital Leases (1) Other (2) 2016 $ 3,234 $ 1,184 $ 2,566 2017 2,686 833 2,104 2018 1,939 334 578 2019 1,595 — 154 2020 943 — — 2021 and beyond 165 — — $ 10,562 $ 2,351 $ 5,402 (1) Includes imputed interest charges of $0.7 million . (2) Other primarily consists of vendor contracts associated with network monitoring and maintenance services. Network Supply Agreements As of December 31, 2015 , the Company had network supplier agreement purchase obligations of $163.4 million associated with the telecommunications services that the Company has contracted to purchase from suppliers. The Company’s network contracts are generally such that the terms and conditions in the supplier and client customer contracts are substantially the same in terms of duration. The back-to-back nature of the Company’s contracts means that its contractual obligations are generally mirrored by its customers' commitments to purchase the services associated with those obligations. The network supplier purchase obligations exclude contracts where the initial term has expired and are currently in month-to-month status. Estimated annual commitments under supplier contractual agreements are as follows at December 31, 2015 (amounts in thousands): Supplier Agreements 2016 $ 87,870 2017 48,453 2018 19,659 2019 3,738 2020 1,129 2021 and beyond 2,547 $ 163,396 If a customer disconnects its service before the term ordered from the vendor expires, and if GTT were unable to find another customer for the capacity, GTT may be subject to an early termination liability. Under standard telecommunications industry practice (commonly referred to in the industry as “portability”), this early termination liability may be waived by the vendor if GTT were to order replacement service with the vendor of equal or greater value to the service canceled. Additionally, the Company maintains some fixed network costs and from time to time, if it deems portions of the network are not economically beneficial, the Company may disconnect those portions and potentially incur early termination liabilities. “Take-or-Pay” Purchase Commitments Some of the Company’s supplier purchase agreements call for the Company to make monthly payments to suppliers whether or not the Company is currently utilizing the underlying capacity in that particular month (commonly referred to in the industry as “take-or-pay” commitments). As of December 31, 2015 and 2014 , the Company’s aggregate monthly obligations under such take-or-pay commitments over the remaining term of all of those contracts totaled $33.9 million and $2.2 million , respectively. In 2015, in connection with the acquisition of MegaPath, the Company acquired a supplier purchase agreement subject to a three year minimum commitment. As of December 31, 2015, the remaining minimum commitment under that agreement was $33.9 million . The Company anticipates meeting this commitment in the normal course of business, as current spending with this supplier is well above the minimum commitment level and is expected to remain above the minimum commitment level for the remainder of the agreement. Legal Proceedings From time to time, the Company is a party to legal proceedings arising in the normal course of its business. The Company does not believe that it is a party to any current or pending legal action that could reasonably be expected to have a material adverse effect on its financial condition or results of operations. |
FOREIGN OPERATIONS
FOREIGN OPERATIONS | 12 Months Ended |
Dec. 31, 2015 | |
Foreign Operations [Abstract] | |
FOREIGN OPERATIONS | FOREIGN OPERATIONS The Company’s operations are located primarily in the United States and Europe. The Company’s financial data by geographic area is as follows (amounts in thousands): US ITALY (1) UK OTHER Total GTT 2015 Revenues by geographic area $ 293,664 $ 46,565 $ 25,565 $ 3,456 $ 369,250 Long-lived assets at December 31 451,425 29,978 9,337 1,223 491,963 2014 Revenues by geographic area 118,966 56,547 27,092 4,738 207,343 Long-lived assets at December 31 126,762 38,172 9,840 1,723 176,497 2013 Revenues by geographic area 88,995 39,959 23,481 4,933 157,368 Long-lived assets at December 31 73,462 46,510 11,109 6 131,087 (1) Most of the revenue in the Company's Italian legal entity is from U.S. customers billed in U.S. Dollars. For the years ended December 31, 2015 and 2014, approximately 72% and 65% of the revenue in the Company's Italian legal entity was transacted in U.S. dollars, respectively. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | SUBSEQUENT EVENT On February 4, 2016, the Company acquired Telnes Broadband, an internet and managed services provider for $18 million , composed of approximately $15 million in cash and $3 million in the Company's common stock. Approximately $2 million of the cash consideration is held back for one year to cover undisclosed liabilities or other indemnification claims per the purchase agreement. The Company funded the cash consideration by drawing funds from its $50 million revolving line of credit facility. SUBSEQUENT EVENT On February 4, 2016, the Company acquired Telnes Broadband, an internet and managed services provider for $18 million , composed of approximately $15 million in cash and $3 million in the Company's common stock. Approximately $2 million of the cash consideration is held back for one year to cover undisclosed liabilities or other indemnification claims per the purchase agreement. The Company funded the cash consideration by drawing funds from its $50 million revolving line of credit facility. |
QUARTERLY RESULTS OF OPERATIONS
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) | QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) The following tables are unaudited consolidated quarterly results of operations for the years ended December 31, 2015 and 2014. The financial information presented should be read in conjunction with other information included in the Company's consolidated financial statements. Quarters Ended March 31, 2015 June 30, 2015 September 30, 2015 December 31, 2015 Revenue: (In thousands) Telecommunications services $ 62,353 $ 95,076 $ 96,996 $ 114,825 Operating expenses: Cost of telecommunications services 37,697 51,461 53,363 61,937 Operating income (loss) 2,289 (5,464 ) 5,449 1,427 Net income (loss) (1) $ 1,067 $ (11,114 ) $ 1,762 $ 27,589 Earnings (loss) per share: Basic $ 0.03 $ (0.32 ) $ 0.05 $ 0.77 Diluted $ 0.03 $ (0.32 ) $ 0.05 $ 0.75 Weighted average shares: Basic 33,935,481 34,835,154 34,981,104 36,060,212 Diluted 34,659,757 34,835,154 35,888,525 36,906,979 (1) Fourth quarter net income was driven by an income tax benefit of $34.1 million, which was primarily related to the release of the Company’s valuation allowance against U.S. deferred tax assets, based on management’s conclusion that it was more likely that not that the Company would be able to utilize its U.S. net operating loss carryforwards in the future. Refer to Note 9 for further details. Quarters Ended March 31, 2014 June 30, 2014 September 30, 2014 December 31, 2014 Revenue: (In thousands) Telecommunications services $ 47,469 $ 48,054 $ 49,161 $ 62,659 Operating expenses: Cost of telecommunications services 29,888 29,454 29,891 38,853 Operating income (loss) 2,369 2,432 (951 ) (4,552 ) Net (loss) income $ (9,666 ) $ 976 $ (6,636 ) $ (7,653 ) (Loss) earnings per share: Basic $ (0.41 ) $ 0.04 $ (0.23 ) $ (0.25 ) Diluted $ (0.41 ) $ 0.04 $ (0.23 ) $ (0.25 ) Weighted average shares: Basic 23,444,384 25,635,607 28,449,319 30,370,087 Diluted 23,444,384 27,481,607 28,449,319 30,370,087 |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2015 | |
Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II GTT COMMUNICATIONS INC. VALUATION AND QUALIFYING ACCOUNTS Activity in the Company’s allowance accounts for the years ended December 31, 2015, 2014 and 2013 was as follows (in thousands): Allowance for Doubtful Accounts Receivable Year Balance at Beginning of Year Charged to Cost and Expenses Deductions Other Balance at End of Year 2013 $ 748 $ 1,551 $ (1,572 ) $ (25 ) $ 702 2014 $ 702 $ 835 $ (767 ) $ 108 $ 878 2015 $ 878 $ 3,210 $ (3,180 ) $ 107 $ 1,015 Deferred Tax Asset Valuation Year Balance at Beginning of Year Charged to Cost and Expenses Deductions Other Balance at End of Year 2013 $ 9,779 $ 2,647 $ — $ 7,379 $ 19,805 2014 $ 19,805 $ 3,112 $ — $ 839 $ 23,756 2015 $ 23,756 $ — $ (23,450 ) $ (1 ) $ 305 |
SIGNIFICANT ACCOUNTING POLICI26
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation of Consolidated Financial Statements | The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates are used when establishing allowances for doubtful accounts, accruals for billing disputes, and accruals for exit activities, determining useful lives for depreciation and amortization, assessing the need for impairment charges (including those related to intangible assets and goodwill), determining the fair values of assets acquired and liabilities assumed in business combinations, accounting for income taxes and related valuation allowances against deferred tax assets and estimating the grant date fair values used to compute the stock-based compensation expense. Management evaluates these estimates and judgments on an ongoing basis and makes estimates based on historical experience, current conditions, and various other assumptions that are believed to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities as well as identifying and assessing the accounting treatment with respect to commitments and contingencies. Actual results may differ from these estimates under different assumptions or conditions. |
Segment Reporting | Segment Reporting The Company reports operating results and financial data in one operating and reportable segment. The chief operating decision maker manages the Company as a single profit center in order to promote collaboration, provide comprehensive service offerings across its entire customer base, and provide incentives to employees based on the success of the organization as a whole. Although certain information regarding selected products or services are discussed for purposes of promoting an understanding of the Company's complex business, the chief operating decision maker manages the Company and allocates resources at the consolidated level of a single operating segment. |
Revenue Recognition | Revenue Recognition The Company delivers four primary services to its customers—EtherCloud, flexible Ethernet-based connectivity service; Internet Services, high bandwidth internet connectivity services; Managed Services, provision of fully managed network services; and Voice and UC Services, global communication and collaboration services. Certain of its current revenue activities have features that may be considered multiple elements. Specifically, when the Company sells one of its subscription services with a Customer Premised Equipment ("CPE"). The Company believes that there is sufficient evidence to determine each element’s fair value and as a result, in those arrangements where there are multiple elements, the subscription revenue is recorded ratably over the term of the agreement and the equipment is accounted for a sale, at the time of sale. The Company's services are provided under contracts that typically provide for an installation charge along with payments of recurring charges on a monthly basis for use of the services over a committed term. Its contracts with customers specify the terms and conditions for providing such services, including installation date, recurring and non-recurring fees, payment terms, and length of term. These contracts call for the Company to provide the service in question (e.g., data transmission between point A and point Z), to manage the activation process, and to provide ongoing support (in the form of service maintenance and trouble-shooting) during the service term. The contracts do not typically provide the customer any rights to use specifically identifiable assets. Furthermore, the contracts generally provide the Company with discretion to engineer (or re-engineer) a particular network solution to satisfy each customer’s data transmission requirement, and typically prohibit physical access by the customer to the network infrastructure used by the Company and its suppliers to deliver the services. The Company recognizes revenue as follows: Monthly Recurring Revenue. Monthly recurring revenue represents the substantial majority of the Company's revenue, and consists of fees charged for ongoing services that are generally fixed in price and billed on a recurring monthly basis (one month in advance) for a specified term. At the end of the term, most contracts provide for a continuation of services on the same terms, either for a specified renewal period (e.g., one year) or on a month-to-month basis. The Company records recurring revenue based on the fees agreed to in each contract, as long as the contract is in effect, and as long as collectability is reasonably assured. Burst Revenue. Burst revenue represents variable charges for certain services, based on specific usage of those services, or usage above a fixed threshold, billed monthly in arrears. The Company records burst revenue based on actual usage charges billed using the rates and/or thresholds specified in each contract, as long as collectability is reasonably assured. Non-recurring Revenue. Non-recurring revenue consists of charges for installation in connection with the delivery of recurring communications services, late payments, cancellation, early termination, and equipment sales. Fees billed for installation services are initially recorded as deferred revenue then recognized ratably over the contractual term of the recurring service. Fees charged for late payments, cancellation (pre-installation) or early termination (post-installation) are typically fixed or determinable per the terms of the respective contract, and are recognized as revenue when billed if collectability is reasonably assured. In addition, from time to time the Company sells communications and/or networking equipment to its customers in connection with its data networking services. The Company recognize revenue from the sale of equipment at the contracted selling price when title to the equipment passes to the customer (generally F.O.B. origin) and when collectability is reasonably assured. Universal Service Fund (USF), Gross Receipts Taxes and Other Surcharges The Company is liable in certain cases for collecting regulatory fees and/or certain sales taxes from its customers and remitting the fees and taxes to the applicable governing authorities. Where the Company collects on behalf of a regulatory agency, the Company does not record any revenue. The Company records applicable taxes on a net basis. Cost of Telecommunications Services Cost of telecommunications services includes direct costs incurred in accessing other telecommunications providers’ networks in order to provide telecommunication services to the Company's customers, and expenses for connection to other carriers. The cost of the Company's core network is typically renewed on an annual basis with a respective provider. Connectivity from the Company's core network to a customer premise is contracted using matching terms to the customer. Cost of telecommunications services also includes co-location charges, usage-based access charges and other professional services fees incurred pursuant to a customer's service contract. |
Share-Based Compensation | Share-Based Compensation Share-based compensation expense recognized in the Company’s consolidated statements of operations for the years ended December 31, 2015 , 2014 , and 2013 included compensation expense for share-based payment awards based on the grant date fair value with the expense recognized on a straight-line over the requisite service period. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method pursuant to GAAP. Under this method, deferred tax assets and liabilities are recognized for the expected future consequences attributable to the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period of the change. Further, deferred tax assets are recognized for the expected realization of available net operating loss and tax credit carryforwards. A valuation allowance is recorded on gross deferred tax assets when it is “more likely than not” that such asset will not be realized. When evaluating the realizability of deferred tax assets, all evidence, both positive and negative is evaluated. Items considered in this analysis include the ability to carry back losses, the reversal of temporary differences, tax planning strategies, and expectations of future earnings. The Company reviews its deferred tax assets on a quarterly basis to determine if a valuation allowance is required based upon these factors. Changes in the Company's assessment of the need for a valuation allowance could give rise to a change in such allowance, potentially resulting in additional expense or benefit in the period of change. The Company's income tax provision includes U.S. federal, state, local and foreign income taxes and is based on pre-tax income or loss. In determining the annual effective income tax rate, the Company analyzed various factors, including its annual earnings and taxing jurisdictions in which the earnings were generated, the impact of state and local income taxes and its ability to use tax credits and net operating loss carryforwards. Under GAAP for income taxes, the amount of tax benefit to be recognized is the amount of benefit that is “more likely than not” to be sustained upon examination. The Company analyzes its tax filing positions in all of the U.S. federal, state, local and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, the Company determines that uncertainties in tax positions exist, a liability is established in the consolidated financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax positions in the provision for income taxes. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) In addition to net income (loss), comprehensive income (loss) includes charges or credits to equity occurring other than as a result of transactions with stockholders. For the Company, this consists of foreign currency translation adjustments. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents may include deposits with financial institutions as well as short-term money market instruments, certificates of deposit and debt instruments with maturities of three months or less when purchased |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable balances are stated at amounts due from the customer net of an allowance for doubtful accounts. Credit extended is based on an evaluation of the customer’s financial condition and is granted to qualified customers on an unsecured basis. The Company, pursuant to its standard service contracts, is entitled to impose a finance charge of a certain percentage per month with respect to all amounts that are past due. The Company’s standard terms require payment within 30 days of the date of the invoice. The Company treats invoices as past due when they remain unpaid, in whole or in part, beyond the payment date set forth in the applicable service contract. The Company determines its allowance for doubtful accounts by considering a number of factors, including the length of time trade receivables are past due, the customer’s payment history current ability to pay its obligation to the Company, and the condition of the general economy and the industry as a whole. Specific reserves are also established on a case-by-case basis by management. Credit losses have historically been within management’s expectations. Actual bad debts, when determined, reduce the allowance, the adequacy of which management then reassesses. The Company writes off accounts after a determination by management that the amounts at issue are no longer likely to be collected, following the exercise of reasonable collection efforts, and upon management’s determination that the costs of pursuing collection outweigh the likelihood of recovery. |
Deferred Costs | Deferred Costs Installation costs related to provisioning of recurring communications services that the Company incurs from independent third party suppliers, directly attributable and necessary to fulfill a particular service contract, and which costs would not have been incurred but for the occurrence of that service contract, are recorded as deferred contract costs and expensed ratably over the contractual term of service in the same manner as the deferred revenue arising from that contract. Based on historical experience, the Company believes the initial contractual term is the best estimate for the period of earnings. If any installation costs exceed the amount of corresponding deferred revenue, the excess cost is recognized in the current period. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing net income or (loss) available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share reflect, in periods with earnings and in which they have a dilutive effect, the effect of common shares issuable upon exercise of stock options and warrants. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation computed using the straight-line method. Depreciation on these assets is computed over the estimated useful lives of the assets. Assets and liabilities under capital leases are recorded at the lesser of the present value of the aggregate future minimum lease payments or the fair value of the assets under lease. Leasehold improvements and assets under capital leases are amortized over the shorter of the term of the lease, excluding optional extensions, or the useful life. Depreciable lives used by the Company for its classes of assets are as follows: Furniture and Fixtures 7 years Network Equipment 5 years Leasehold Improvements up to 10 years Computer Hardware and Software 3-5 years The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, the asset is considered to be impaired. Impairment losses are measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. |
Software Capitalization | Software Capitalization Software development costs include costs to develop software programs to be used solely to meet the Company's internal needs. The Company capitalizes development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the function intended. Costs capitalized for developing such software applications were not material for the periods presented. |
Goodwill | The Company assesses goodwill for impairment on at least an annual basis on October 1 unless interim indicators of impairment exist. Goodwill is considered to be impaired when the net book value of a reporting unit exceeds its estimated fair value. The Company operates as a single operating segment and as a single reporting unit for the purpose of evaluating goodwill. As of October 1, 2015, the Company performed its annual impairment test of goodwill by comparing its fair value (primarily based on market capitalization) to the carrying value of equity, and concluded that the fair value of the reporting unit was greater than the carrying amount. During the years ended December 31, 2015, 2014, and 2013 the Company did not record any goodwill impairment. |
Intangible Assets | Intangible assets consist of customer relationships, restrictive covenants related to employment agreements, license fees, intellectual property and trade names. Customer relationships, restrictive covenants related to employment agreements and a tradename are amortized, on a straight-line basis, over periods of up to seven years. Point-to-point FCC Licenses are accounted for as definite lived intangibles and amortized over the average remaining useful life of such licenses which approximates three years. Intellectual property consisting of know-how related to the SIP trunking platform is amortized over the estimated useful life of ten years. One of the Company's trade names is not amortized, but is tested on at least an annual basis as of October 1 unless interim indicators of impairment exist. The trade name is considered to be impaired when the net book value exceeds its estimated fair value. As of October 1, 2015, 2014 and 2013 the Company performed its annual impairment test of the trade name, and concluded that the fair value of the trade name was greater than the carrying amount, respectively. The Company used the relief from royalty method for valuation. The fair value of the asset is the present value of the license fees avoided by owning the asset, or the royalty savings. At the end of the fourth quarter and subsequent to year-end, the Company evaluated whether any triggering events had occurred, including the decline in its stock price, that may require further testing. After assessing the totality of events and circumstances, the Company has determined that there were no indicators that the fair value of goodwill was below its carrying amounts and therefore an interim Step 1 goodwill impairment test was not required to be performed. |
Business Combinations | Business Combinations The Company includes the results of operations of the businesses that it acquires as of the respective dates of acquisition. The Company allocates the fair value of the purchase price of its acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. |
Accrued Supplier Expenses | Accrued Supplier Expenses The Company accrues estimated charges owed to its suppliers for services. The Company bases this accrual on the supplier contract, the individual service order executed with the supplier for that service, the length of time the service has been active, and the overall supplier relationship. |
Disputed Supplier Expenses | Disputed Supplier Expenses It is common in the telecommunications industry for customers and suppliers to engage in disputes over amounts billed (or not billed) in error or over interpretation of contract terms. Management estimates a liability for the amounts the Company believes are valid and that the Company owes to a supplier. This liability is reconciled with actual results as disputes are resolved, or as the appropriate statute of limitations with respect to a given dispute expires. As of December 31, 2015 , the Company had open disputes, not accrued for, of $6.9 million . As of December 31, 2014 , the Company had open disputes, not accrued for, of $4.8 million . |
Concentrations of Credit Risk | C oncentrations of Credit Risk Financial instruments potentially subject to concentration of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. At times during the periods presented, the Company had funds in excess of $250,000 insured by the U.S. Federal Deposit Insurance Corporation, or in excess of similar Deposit Insurance programs outside of the United States, on deposit at various financial institutions. Management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. The Company's trade accounts receivable are unsecured and geographically dispersed. No single customer's trade accounts receivable balance as of December 31, 2015 and 2014 exceeded 10% of the Company's consolidated accounts receivable, net. No single customer accounted for more than 10% of revenue for the years ended December 31, 2015 , 2014 , and 2013 . |
Earnouts And Holdbacks | Acquisition Earn-outs and Holdbacks Acquisition earn-outs and holdbacks represent either contingent consideration subject to fair value measurements, or fixed deferred consideration due to be paid out typically on the one-year anniversary of an acquisitions closing. Contingent consideration is remeasured to fair value at each reporting period, refer to Note 6. The portion of the deferred consideration due within one year is recorded as a current liability until paid, and any consideration due beyond one year is recorded in other long-term liabilities. |
Translation of Foreign Currencies | Transactions denominated in foreign currencies are recorded at the rates of exchange prevailing at the time of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange prevailing at the balance sheet date. Exchange differences arising upon settlement of a transaction are reported in the consolidated statements of operations in other expense, net. Translation of Foreign Currencies These consolidated financial statements have been reported in U.S. Dollars by translating asset and liability amounts of foreign subsidiaries at the closing exchange rate, equity amounts at historical rates, and the results of operations and cash flow at the average exchange rate prevailing during the years reported. |
Fair Value of Financial Instruments | Fair Value Measurements Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements , defines fair value as the price that would be received to sell an asset or paid to transfer a liability, in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1: Inputs based on quoted market prices for identical assets or liabilities in active markets at the measurement date. Level 2: Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3: Inputs reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instruments valuation. The carrying values reflected in the accompanying consolidated balance sheets for cash and cash equivalents, receivables, accounts payables, accrued expense and term debt approximates their fair values. |
Recent Accounting Pronouncements | Newly Adopted Accounting Principles On April 7, 2015, the FASB issued Accounting Standards Update ("ASU") 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which simplifies the presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the consolidated balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. The Company has early adopted the provision in ASU 2015-03 as of end of, fiscal 2015 and applied the provision retrospectively for fiscal 2014, refer to Note 5. The impact of adopting ASU 2015-03 on the Company's Consolidated Balance Sheet as of December 31, 2014 was a decrease to other assets by $2.8 million , and a decrease to long-term debt by $2.8 million . On November 20, 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes , which requires entities to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet. Prior to the issuance of ASU 2015-17, deferred tax assets and deferred tax liabilities had to be presented separately into a current amount and noncurrent amount based on the classification of the related asset or liability for financial reporting. For public entities, the ASU will be effective for annual periods beginning after December 15, 2016, and interim periods within those years. The Company early adopted ASU 2015-17 as of the end of fiscal 2015, and applied the provision prospectively. Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which amends the existing accounting standards for revenue recognition. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which delays the effective date of ASU 2014-09 by one year. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. As such, the updated standard will be effective in the first quarter of 2018, with the option to adopt it in the first quarter of 2017. The Company is still evaluating the effect that the updated standard will have on its consolidated financial statements and related disclosures. On February 25, 2016, the FASB issued ASU 2016-02, Leases , which will require most leases (with the exception of leases with terms of less than one year) to be recognized on the balance sheet as an asset and a lease liability. Leases will be classified as an operating lease or a financing lease. Operating leases are expensed using the straight-line method whereas financing leases will be treated similarly to a capital lease under the current standard. The new standard will be effective for annual and interim periods, within those fiscal years, beginning after December 15, 2018 but early adoption is permitted. The new standard must be presented using the modified retrospective method beginning with the earliest comparative period presented. The Company is currently evaluating the effect of the new standard on its consolidated financial statements and related disclosures. Other recent accounting pronouncements issued by the FASB during fiscal 2015 and through the filing date did not and are not believed by management to have a material impact on the Company's present or historical consolidated financial statements. |
SIGNIFICANT ACCOUNTING POLICI27
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Other Nonoperating Income (Expense) | The following table presents other expense, net by type: 2015 2014 2013 Change in fair value of warrant liability $ — $ 6,857 $ 8,658 Change in fair value of acquisition earn-outs 880 1,554 1,978 Other 287 225 1,088 Total other expense, net $ 1,167 $ 8,636 $ 11,724 |
Schedule of Earnings Per Share, Basic and Diluted | The table below details the calculations of earnings (loss) per share (in thousands, except for share and per share amounts): Year Ended December 31, 2015 2014 2013 Numerator for basic and diluted EPS – income (loss) available to common stockholders $ 19,304 $ (22,979 ) $ (20,789 ) Denominator for basic EPS – weighted average shares 34,973,284 27,011,381 21,985,241 Effect of dilutive securities 828,111 — — Denominator for diluted EPS – weighted average shares 35,801,395 27,011,381 21,985,241 Earnings (loss) per share: basic $ 0.55 $ (0.85 ) $ (0.95 ) Earnings (loss) per share: diluted $ 0.54 $ (0.85 ) $ (0.95 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The table below details the anti-dilutive common share items that were excluded in the computation of earnings (loss) per share (amounts in thousands): Year Ended December 31, 2015 2014 2013 BIA warrant — — 1,055 Plexus warrant — — 960 Alcentra warrant — — 329 Stock options 256 1,363 1,698 Totals 256 1,363 4,042 |
Schedule Of Property Plan And Equipment Estimated Useful Life | Depreciable lives used by the Company for its classes of assets are as follows: Furniture and Fixtures 7 years Network Equipment 5 years Leasehold Improvements up to 10 years Computer Hardware and Software 3-5 years |
Schedule of Differences between Reported Amount and Reporting Currency Denominated Amount | A summary of exchange rates used is as follows: U.S. Dollar / British Pounds Sterling U.S. Dollar / Euro 2015 2014 2013 2015 2014 2013 Closing exchange rate at December 31 1.48 1.55 1.65 1.09 1.22 1.38 Average exchange rate during the period 1.53 1.65 1.56 1.11 1.33 1.33 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table reflects the financial statement captions impacted by the acquisition accounting adjustments: Adjusted Balance September 30, 2015 Previously Reported Balance* September 30, 2015 Acquisition accounting adjustment Assets Accounts receivable $ 46,526 $ 46,779 $ (253 ) Prepaid assets 4,404 4,883 (479 ) Property, plant and equipment 35,684 40,537 (4,853 ) Intangible assets - customer lists 110,826 90,376 20,450 Goodwill 154,678 176,197 (21,519 ) Total assets $ 352,118 $ 358,772 $ (6,654 ) Liabilities Deferred tax liability $ 6,654 $ — $ 6,654 Total liabilities $ 6,654 $ — $ 6,654 * As reported of Form 10-Q filed with the SEC on November 6, 2015 The table below reflects the Company's estimates of the acquisition date fair values of the assets and liabilities assumed for its acquisitions over the past three years: Purchase Price One Source October 22, 2015 MegaPath April 1, 2015 UNSi October 1, 2014 Tinet April 1, 2013 IDC February 1, 2013 Cash paid at closing, incl. working capital $ 169,305 $ 131,397 $ 29,978 $ 49,158 $ 3,593 Deferred cash consideration (1) — 10,000 2,568 — — Common stock 2,345 7,500 2,884 — — Purchase consideration $ 171,650 $ 148,897 $ 35,430 $ 49,158 $ 3,593 Purchase Price Allocation Assets acquired: Current assets $ 10,957 $ 15,137 $ 4,292 $ 17,839 $ 187 Property, plant and equipment 2,072 16,565 8,181 15,004 798 Other Assets — — — 1,282 82 Intangible assets - customer lists (2) 63,590 72,162 13,960 25,000 3,100 Intangible assets - intellectual property (2) 17,379 — — — — Intangible assets - tradename — — — 800 — Deferred tax asset — 5,245 1,409 — — Goodwill (3) 115,471 60,566 23,640 16,462 764 Total assets acquired 209,469 169,675 51,482 76,387 4,931 Liabilities assumed: Current liabilities (7,170 ) (18,883 ) (16,052 ) (27,229 ) (1,338 ) Capital leases, long-term portion — (1,895 ) — — — Deferred tax liability (30,649 ) — — — — Total liabilities assumed (37,819 ) (20,778 ) (16,052 ) (27,229 ) (1,338 ) Net assets acquired $ 171,650 $ 148,897 $ 35,430 $ 49,158 $ 3,593 (1) The deferred consideration for both MegaPath and UNSi are expected to be paid in 2016. (2) The weighted average amortization period of intangible assets acquired during 2015 was 6.5 years for customer lists, 9.8 years for intellectual property, and 6.9 years in total, as of December 31, 2015. (3) In both 2015 acquisitions, the excess of the purchase price over the net identifiable assets has been recorded as goodwill which includes synergies expected from the expanded service capabilities and the value of the assembled workforce in accordance with GAAP. |
Business Acquisition, Pro Forma Information | The unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisitions been consummated as of January 1, 2014. Year Ended December 31, 2015 2014 (Amounts in thousands, except per share and share data) Revenue $ 463,604 $ 440,196 Net income (loss) $ 12,361 $ (53,390 ) Net income (loss) per share: Basic $ 0.35 $ (1.98 ) Diluted $ 0.35 $ (1.98 ) Basic 34,973,284 27,011,381 Diluted 35,801,395 27,011,381 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill for the year s ended December 31, 2015 and 2014 are as follows (amounts in thousands): Balance, January 1, 2014 $ 67,019 Goodwill associated with acquisitions 25,664 Balance, December 31, 2014 92,683 Adjustments to prior year's business combination 2,236 Goodwill associated with acquisitions 176,037 Balance, December 31, 2015 $ 270,956 |
Schedule of Finite-Lived Intangible Assets | The following tables summarize the Company’s intangible assets as of December 31, 2015 and December 31, 2014 (amounts in thousands): December 31, 2015 Amortization Period Gross Asset Cost Accumulated Amortization Net Book Value Customer relationships 3-7 years $ 215,802 $ 54,041 $ 161,761 Non-compete agreements 3-5 years 4,331 4,305 26 Point-to-Point FCC license fees 3 years 1,695 701 994 Intellectual property 10 years 17,379 336 17,043 Trade name 3 years 2,079 519 1,560 Trade name (indefinite-lived) N/A 800 — 800 $ 242,086 $ 59,902 $ 182,184 December 31, 2014 Amortization Period Gross Asset Cost Accumulated Amortization Net Book Value Customer contracts 3-7 years $ 85,759 $ 29,639 $ 56,120 Non-compete agreements 3-5 years 4,331 4,147 184 Point-to-point FCC license fees 3 years 1,665 139 1,526 Trade name (indefinite-lived) N/A 800 — 800 $ 92,555 $ 33,925 $ 58,630 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated amortization expense related to intangible assets subject to amortization at December 31, 2015 in each of the years subsequent to December 31, 2015 is as follows (amounts in thousands): 2016 $ 36,477 2017 34,669 2018 28,392 2019 23,735 2020 20,834 2021 and beyond 37,277 Total $ 181,384 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | As of December 31, 2015 and 2014, long-term debt was as follows (amounts in thousands): 2015 2014 Term loan $ 400,000 $ 108,626 Revolving line of credit facility 5,000 — Delayed draw term loan — 15,000 Total debt obligations 405,000 123,626 Unamortized debt issuance costs (10,938 ) (2,800 ) Unamortized original issuance discount (7,819 ) — Carrying value of debt 386,243 120,826 Less current portion (4,000 ) (6,188 ) Long-term debt less current portion $ 382,243 $ 114,638 |
Schedule of Maturities of Long-term Debt | The aggregate contractual maturities of long-term debt (excluding unamortized discounts and unamortized debt issuance costs) were as follows at December 31, 2015 (amounts in thousands): Total Debt 2016 $ 4,000 2017 4,000 2018 4,000 2019 4,000 2020 9,000 2021 4,000 2022 376,000 Total $ 405,000 |
Schedule of Debt Covenants [Table Text Block] | In addition, the Company must comply with a Consolidated Net Secured Leverage Ratio covenant and is restricted from permitting the Consolidated Net Secured Leverage Ratio to be greater than the maximum ratio specified below during the period opposite such maximum ratio: Fiscal Quarter Ending Maximum Ratio March 31, 2016 5.00:1.00 June 30, 2016 5.00:1.00 September 30, 2016 4.75:1.00 December 31, 2016 4.75:1.00 March 31, 2017 4.50:1.00 June 30, 2017 4.50:1.00 September 30, 2017 4.25:1.00 December 31, 2017 4.25:1.00 March 31, 2018 4.00:1.00 June 30, 2018 4.00:1.00 September 30, 2018 3.75:1.00 December 31, 2018 3.75:1.00 March 31, 2019 and thereafter 3.50:1.00 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Inputs, Liabilities, Quantitative Information | The following table presents the liabilities that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of December 31, 2015 and 2014 respectively (amounts in thousands): December 31, 2015 Level 1 Level 2 Level 3 Total Liabilities: Acquisition earn-out $ — $ — $ 525 $ 525 December 31, 2014 Level 1 Level 2 Level 3 Total Liabilities: Acquisition earn-out $ — $ — $ 3,374 $ 3,374 |
Fair Value Liabilities Roll Forward | Rollforward of level 3 liabilities are as follows (amounts in thousands): Warrant Liability Balance, December 31, 2013 $ 12,295 Change in fair value 6,857 Paid in cash (9,576 ) Settled in shares (9,576 ) Balance, December 31, 2014 — Balance, December 31, 2015 $ — Acquisition Earn-outs Balance, December 31, 2013 $ 2,900 Paid in cash (1,155 ) Settled in shares (3,704 ) Change in fair value 1,554 Incurred 3,779 Balance, December 31, 2014 3,374 Paid in cash (3,729 ) Change in fair value 880 Balance, December 31, 2015 $ 525 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | The following table summarizes the Company’s property and equipment at December 31, 2015 and 2014 (amounts in thousands): 2015 2014 Network equipment $ 70,808 $ 44,218 Computer hardware and software 9,613 3,468 Leasehold improvements 3,113 2,094 Furniture and fixtures 838 253 Property and equipment, gross 84,372 50,033 Less accumulated depreciation (45,549 ) (24,849 ) Property and equipment, net $ 38,823 $ 25,184 |
ACCRUED EXPENSES AND OTHER CU33
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | The following table summarizes the Company’s accrued expenses and other current liabilities as of December 31, 2015 and 2014 (amounts in thousands): 2015 2014 Accrued compensation and benefits $ 9,465 $ 4,385 Accrued supplier costs 21,637 14,359 Accrued restructuring 6,833 2,101 Accrued other 5,180 8,643 $ 43,115 $ 29,488 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The components of income (loss) before income taxes for the years ended December 31, 2015 , 2014 and 2013 were as follows (amounts in thousands): 2015 2014 2013 United States $ (12,318 ) $ (25,355 ) $ (23,270 ) Foreign (2,509 ) 4,459 476 Total $ (14,827 ) $ (20,896 ) $ (22,794 ) |
Schedule of Components of Income Tax Expense (Benefit) | The components of the provision for income tax (benefit) expense for the years ended December 31, 2015, 2014 and 2013 were as follows (amounts in thousands): 2015 2014 2013 Current: Federal $ 77 $ — $ — State — 83 (8 ) Foreign (3,708 ) 1,215 720 Total current (3,631 ) 1,298 712 Deferred: Federal (25,347 ) 852 51 State (3,783 ) (459 ) 34 Foreign (1,370 ) 392 (2,802 ) Total deferred (30,500 ) 785 (2,717 ) Income tax (benefit) expense $ (34,131 ) $ 2,083 $ (2,005 ) |
Schedule of Effective Income Tax Rate Reconciliation | The following is a reconciliation of the U.S. federal statutory income taxes to the amounts reported in the financial statements for the years ended December 31, 2015 , 2014 and 2013 (amounts in thousands): 2015 2014 2013 Amount Effective Rate Amount Effective Rate Amount Effective Rate U.S. federal statutory income tax $ (5,188 ) 35.00 % $ (7,233 ) 35.00 % $ (7,949 ) 35.00 % Permanent items 733 (4.94 )% 575 (2.75 )% 2,332 (10.23 )% State taxes, net of federal benefit (533 ) 3.60 % 89 (0.43 )% 30 (0.13 )% Foreign tax rate differential (34 ) 0.23 % (421 ) 2.01 % (353 ) 1.55 % Warrant extinguishment — — % 5,743 (27.87 )% — — % Change in valuation allowance (23,450 ) 158.19 % 3,118 (14.92 )% 3,230 (14.17 )% Unrecognized tax positions (2,167 ) 14.62 % 316 (1.51 )% 299 (1.31 )% Italian IRAP tax — — % (284 ) 1.36 % 365 (1.60 )% Prior-year true-ups (3,492 ) 23.55 % 180 (0.86 )% 41 (0.18 )% Total income tax (benefit) expense $ (34,131 ) 230.25 % $ 2,083 (9.97 )% $ (2,005 ) 8.93 % |
Schedule of Deferred Tax Assets and Liabilities | The components of the Company's deferred tax assets and liabilities at December 31, 2015 and 2014 were as follows (amounts in thousands): 2015 2014 Deferred tax assets: Net operating loss carryforwards $ 29,607 $ 24,735 Capital loss and trade deficit carryforwards 677 678 Reserves and allowances 1,831 1,683 Property and equipment 1,526 1,972 Stock-based compensation 2,019 984 Other 1,640 1,389 Total deferred tax assets before valuation allowance 37,300 31,441 Less: Valuation allowance (305 ) (23,756 ) Total deferred tax assets 36,995 7,685 Deferred tax liabilities: Intangible assets and goodwill (29,193 ) (5,887 ) Other (432 ) (942 ) Total deferred tax liabilities (29,625 ) (6,829 ) Net deferred tax assets (1) $ 7,370 $ 856 (1) Deferred tax assets in the amount of $7.5 million and $2.4 million are presented as a component of other assets on the consolidated balance sheet as of December 31, 2015 and 2014, respectively. Deferred tax liabilities in the amount of $0.1 million and $1.5 million are presented as a component of other long-term liabilities on the consolidated balance sheets as of December 31, 2015 and 2014, respectively. |
Summary of Operating Loss Carryforwards | U.S. federal net operating loss carryforwards, if not utilized to reduce taxable income in future years, will expire in between 2020 and 2035 as follows (amounts in millions): 2020 $ 7.9 2021 12.9 2024 2.4 2027 2.5 2028 2.0 2029 1.0 2031 1.7 2032 2.0 2033 15.7 2034 26.9 2035 8.6 Total $ 83.6 |
Schedule of Unrecognized Tax Benefits Roll Forward | Changes in unrecognized tax benefits are set forth below (amounts in thousands): 2015 2014 2013 Balance, January 1 $ 2,167 $ 1,851 $ — Changes for tax positions of prior years (1) (1,849 ) — 1,851 Increases for tax positions related to the current year — 342 — Settlements and lapsing of statues of limitations (318 ) (26 ) — Balance, December 31 $ — $ 2,167 $ 1,851 (1) Uncertain tax positions of $1.6 million were acquired in 2013 with the acquisition of Tinet, changes in these uncertain tax positions for the year ended December 31, 2013 equaled $0.3 million . |
RESTRUCTURING COSTS, EMPLOYEE35
RESTRUCTURING COSTS, EMPLOYEE TERMINATION AND OTHER ITEMS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Related Costs | costs recorded and paid are summarized as follows for the year ended December 31, 2015 (amounts in thousands): Charges Cash Payments December 31, 2015 Employment costs $ 2,903 $ 1,189 $ 1,714 Lease and network termination charges 1,910 101 1,809 Other exit costs 124 — 124 Total $ 4,937 $ 1,290 $ 3,647 The exit costs recorded and paid are summarized as follows for the year ended December 31, 2015 (amounts in thousands): Charges Cash Payments Balance, December 31, 2015 Employee termination benefits $ 4,132 $ 4,067 $ 65 Lease and network termination charges 2,886 422 2,464 Other exit costs 729 171 558 Total $ 7,747 $ 4,660 $ 3,087 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | The following table summarizes the share-based compensation expense recognized as a selling, general and administrative expense in the consolidated statements of operations (amounts in thousands): Year Ended December 31, 2015 2014 2013 Stock options $ 1,591 $ 883 $ 363 Restricted stock (incl. performance awards) 6,285 1,535 1,103 Total $ 7,876 $ 2,418 $ 1,466 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Assumptions used in the calculation of the stock option expense were as follows: 2015 2014 2013 Expected volatility 44.3% - 64.6% 62.2% - 63.2% 60.2% - 63.4% Risk free interest rate 1.3% - 1.9% 1.7% - 2.0% 1.0% - 1.9% Expected term (in years) 6.25 6.25 6.25 Dividend yield 0.0 % 0.0 % 0.0 % Forfeiture rate 4.0 % 4.0 % 4.0 % |
Schedule of Share-based Compensation, Stock Options, Activity | Stock option activity during the years ended December 31, 2015, 2014 and 2013 is as follows: Options Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Balance, December 31, 2012 1,395,250 $ 1.49 $ 0.43 Granted 486,750 3.64 2.07 Exercised (92,125 ) — — Forfeited or canceled (92,375 ) 1.03 0.56 Balance, December 31, 2013 1,697,500 2.09 0.47 Granted 459,450 12.44 7.35 Exercised (633,754 ) 1.67 1.10 Forfeited or canceled (159,736 ) 4.98 2.85 Balance, December 31, 2014 1,363,460 5.41 3.17 Granted 344,117 17.91 8.64 Exercised (259,121 ) 2.35 1.40 Forfeited or canceled (72,079 ) 6.50 2.75 Balance, December 31, 2015 1,376,377 $ 9.05 $ 4.89 7.54 $ 11,683,456 Exercisable 637,804 — — — — |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | Restricted stock and performance award activity during the years ended December 31, 2015 , 2014 and 2013 is as follows: Shares Weighted Average Fair Value Unvested balance, December 31, 2012 660,001 $ 1.66 Granted 727,357 3.58 Forfeited (5,000 ) 3.40 Vested (405,420 ) 5.02 Unvested balance, December 31, 2013 976,938 2.96 Granted 1,016,902 12.48 Forfeited (142,503 ) 12.57 Vested (405,762 ) 10.88 Unvested balance, December 31, 2014 1,445,575 10.92 Granted 1,485,027 18.91 Forfeited (18,220 ) 10.96 Vested (634,623 ) 8.34 Unvested balance, December 31, 2015 2,277,759 $ 15.84 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Estimated annual commitments under non-cancelable operating and capital leases are as follows at December 31, 2015 (amounts in thousands): Office Space Capital Leases (1) Other (2) 2016 $ 3,234 $ 1,184 $ 2,566 2017 2,686 833 2,104 2018 1,939 334 578 2019 1,595 — 154 2020 943 — — 2021 and beyond 165 — — $ 10,562 $ 2,351 $ 5,402 (1) Includes imputed interest charges of $0.7 million . (2) Other primarily consists of vendor contracts associated with network monitoring and maintenance services. |
Contractual Obligation, Fiscal Year Maturity Schedule | Estimated annual commitments under supplier contractual agreements are as follows at December 31, 2015 (amounts in thousands): Supplier Agreements 2016 $ 87,870 2017 48,453 2018 19,659 2019 3,738 2020 1,129 2021 and beyond 2,547 $ 163,396 |
FOREIGN OPERATIONS (Tables)
FOREIGN OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Foreign Operations [Abstract] | |
Schedule Of Revenue From External Customers And Long Lived Assets By Entity Wide Foreign Operations | The Company’s operations are located primarily in the United States and Europe. The Company’s financial data by geographic area is as follows (amounts in thousands): US ITALY (1) UK OTHER Total GTT 2015 Revenues by geographic area $ 293,664 $ 46,565 $ 25,565 $ 3,456 $ 369,250 Long-lived assets at December 31 451,425 29,978 9,337 1,223 491,963 2014 Revenues by geographic area 118,966 56,547 27,092 4,738 207,343 Long-lived assets at December 31 126,762 38,172 9,840 1,723 176,497 2013 Revenues by geographic area 88,995 39,959 23,481 4,933 157,368 Long-lived assets at December 31 73,462 46,510 11,109 6 131,087 (1) Most of the revenue in the Company's Italian legal entity is from U.S. customers billed in U.S. Dollars. For the years ended December 31, 2015 and 2014, approximately 72% and 65% of the revenue in the Company's Italian legal entity was transacted in U.S. dollars, respectively. |
QUARTERLY RESULTS OF OPERATIO39
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The following tables are unaudited consolidated quarterly results of operations for the years ended December 31, 2015 and 2014. The financial information presented should be read in conjunction with other information included in the Company's consolidated financial statements. Quarters Ended March 31, 2015 June 30, 2015 September 30, 2015 December 31, 2015 Revenue: (In thousands) Telecommunications services $ 62,353 $ 95,076 $ 96,996 $ 114,825 Operating expenses: Cost of telecommunications services 37,697 51,461 53,363 61,937 Operating income (loss) 2,289 (5,464 ) 5,449 1,427 Net income (loss) (1) $ 1,067 $ (11,114 ) $ 1,762 $ 27,589 Earnings (loss) per share: Basic $ 0.03 $ (0.32 ) $ 0.05 $ 0.77 Diluted $ 0.03 $ (0.32 ) $ 0.05 $ 0.75 Weighted average shares: Basic 33,935,481 34,835,154 34,981,104 36,060,212 Diluted 34,659,757 34,835,154 35,888,525 36,906,979 (1) Fourth quarter net income was driven by an income tax benefit of $34.1 million, which was primarily related to the release of the Company’s valuation allowance against U.S. deferred tax assets, based on management’s conclusion that it was more likely that not that the Company would be able to utilize its U.S. net operating loss carryforwards in the future. Refer to Note 9 for further details. Quarters Ended March 31, 2014 June 30, 2014 September 30, 2014 December 31, 2014 Revenue: (In thousands) Telecommunications services $ 47,469 $ 48,054 $ 49,161 $ 62,659 Operating expenses: Cost of telecommunications services 29,888 29,454 29,891 38,853 Operating income (loss) 2,369 2,432 (951 ) (4,552 ) Net (loss) income $ (9,666 ) $ 976 $ (6,636 ) $ (7,653 ) (Loss) earnings per share: Basic $ (0.41 ) $ 0.04 $ (0.23 ) $ (0.25 ) Diluted $ (0.41 ) $ 0.04 $ (0.23 ) $ (0.25 ) Weighted average shares: Basic 23,444,384 25,635,607 28,449,319 30,370,087 Diluted 23,444,384 27,481,607 28,449,319 30,370,087 |
SIGNIFICANT ACCOUNTING POLICI40
SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | |||
Other expense, net of income | $ 1,167 | $ 8,636 | $ 11,724 |
Allowance for Doubtful Accounts Receivable | $ 1,000 | $ 900 | |
Licensing Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 3 years | 3 years | |
Intellectual Property [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||
Maximum [Member] | Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 7 years | ||
Weighted Average [Member] | Licensing Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 3 years |
SIGNIFICANT ACCOUNTING POLICI41
SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | |||
Change in fair value of warrant liability | $ 0 | $ 6,857 | $ 8,658 |
Change in fair value of acquisition earn-outs | 880 | 1,554 | 1,978 |
Other | 287 | 225 | 1,088 |
Other expense, net | $ 1,167 | $ 8,636 | $ 11,724 |
SIGNIFICANT ACCOUNTING POLICI42
SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | |||||||||||
Numerator for basic and diluted EPS – income (loss) available to common stockholders (in dollars) | $ 27,589 | $ 1,762 | $ (11,114) | $ 1,067 | $ (7,653) | $ (6,636) | $ 976 | $ (9,666) | $ 19,304 | $ (22,979) | $ (20,789) |
Denominator for basic EPS - weighted average shares | 36,060,212 | 34,981,104 | 34,835,154 | 33,935,481 | 30,370,087 | 28,449,319 | 25,635,607 | 23,444,384 | 34,973,284 | 27,011,381 | 21,985,241 |
Effect of dilutive securities | 828,111 | 0 | 0 | ||||||||
Denominator for diluted EPS - weighted average shares | 36,906,979 | 35,888,525 | 34,835,154 | 34,659,757 | 30,370,087 | 28,449,319 | 27,481,607 | 23,444,384 | 35,801,395 | 27,011,381 | 21,985,241 |
Earning (loss) per share: basic (in dollars per share) | $ 0.77 | $ 0.05 | $ (0.32) | $ 0.03 | $ (0.25) | $ (0.23) | $ 0.04 | $ (0.41) | $ 0.55 | $ (0.85) | $ (0.95) |
Earning (loss) per share: diluted (in dollars per share) | $ 0.75 | $ 0.05 | $ (0.32) | $ 0.03 | $ (0.25) | $ (0.23) | $ 0.04 | $ (0.41) | $ 0.54 | $ (0.85) | $ (0.95) |
SIGNIFICANT ACCOUNTING POLICI43
SIGNIFICANT ACCOUNTING POLICIES (Details 3) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive items | 256 | 1,363 | 4,042 |
Bia Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive items | 0 | 0 | 1,055 |
Plexus Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive items | 0 | 0 | 960 |
Alecentra Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive items | 0 | 0 | 329 |
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive items | 256 | 1,363 | 1,698 |
SIGNIFICANT ACCOUNTING POLICI44
SIGNIFICANT ACCOUNTING POLICIES (Details 4) | 12 Months Ended |
Dec. 31, 2015 | |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Network Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Leasehold Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Computer Hardware and Software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Computer Hardware and Software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
SIGNIFICANT ACCOUNTING POLICI45
SIGNIFICANT ACCOUNTING POLICIES (Details Textual 1) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)customer | Dec. 31, 2014USD ($)customer | Dec. 31, 2013USD ($) | |
Concentration Risk [Line Items] | |||
Disputed Supplier Expense | $ 6,900 | $ 4,800 | |
Long-term Debt | (386,243) | (120,826) | |
Payments of Debt Issuance Costs | 12,579 | 2,213 | $ 3,126 |
Payments of Merger Related Costs, Financing Activities | 3,729 | 1,155 | $ 3,628 |
Capital Lease Obligations | 3,500 | 400 | |
Liabilities Reclassification [Member] | |||
Concentration Risk [Line Items] | |||
Capital Lease Obligations | 200 | ||
Business Combination, Contingent Consideration, Liability | 5,900 | ||
Adjustments for New Accounting Pronouncement [Member] | |||
Concentration Risk [Line Items] | |||
Other Assets | 2,800 | ||
Long-term Debt | $ 2,800 | ||
Board of Directors Chairman [Member] | |||
Concentration Risk [Line Items] | |||
Related Party Transaction, Purchases from Related Party | 100 | ||
Director [Member] | |||
Concentration Risk [Line Items] | |||
Related Party Transaction, Purchases from Related Party | 2,500 | ||
Chief Financial Officer [Member] | |||
Concentration Risk [Line Items] | |||
Related Party Transaction, Purchases from Related Party | $ 400 | ||
Customer Concentration Risk [Member] | Sales Revenue, Services, Net [Member] | |||
Concentration Risk [Line Items] | |||
Number of major customers | customer | 0 | 0 | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Number of major customers | customer | 0 | 0 |
SIGNIFICANT ACCOUNTING POLICI46
SIGNIFICANT ACCOUNTING POLICIES (Details 5) | 12 Months Ended | ||||||||
Dec. 31, 2015$ / £ | Dec. 31, 2015$ / £$ / € | Dec. 31, 2014$ / £ | Dec. 31, 2014$ / £$ / € | Dec. 31, 2013$ / £ | Dec. 31, 2013$ / £$ / € | Dec. 31, 2015$ / € | Dec. 31, 2014$ / € | Dec. 31, 2013$ / € | |
Accounting Policies [Abstract] | |||||||||
Closing exchange rate at December 31 | 1.48 | 1.48 | 1.55 | 1.55 | 1.65 | 1.65 | 1.09 | 1.22 | 1.38 |
Average exchange rate during the period | 1.53 | 1.11 | 1.65 | 1.33 | 1.56 | 1.33 |
ACQUISITIONS (Details Textual)
ACQUISITIONS (Details Textual) - USD ($) | Oct. 22, 2015 | Apr. 01, 2015 | Oct. 01, 2014 | Apr. 30, 2013 | Apr. 01, 2013 | Feb. 01, 2013 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | |||||||||||
Shares issued in connection with acquisitions | $ 9,845,000 | $ 3,884,000 | $ 0 | ||||||||
Depreciation, Depletion and Amortization | $ 34,500,000 | ||||||||||
Business Combination, Integration Related Costs, Measurement Period | 6 months | ||||||||||
Business Combination, Integration Related Costs | $ 6,100,000 | ||||||||||
Scenario, Previously Reported [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Depreciation, Depletion and Amortization | 32,500,000 | ||||||||||
One Source Networks Inc. [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Payments to Acquire Businesses, Gross | $ 169,305,000 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 185,946 | ||||||||||
Common stock | $ 2,345,000 | ||||||||||
Stock Issued During Period, Shares, Acquisitions | 289,055 | ||||||||||
Shares issued in connection with acquisitions | $ 3,600,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 18 months | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Aggregate Number of Shares | 475,001 | ||||||||||
Business Combination, Consideration Transferred, Aggregate Equity Interests Issued and Issuable | $ 5,900,000 | ||||||||||
Restructuring Reserve | $ 3,647,000 | 3,647,000 | |||||||||
Restructuring and Related Cost, Expected Cost | 3,500,000 | ||||||||||
Restructuring Charges | 2,500,000 | ||||||||||
Restructuring and Related Cost, Expected Cost Remaining | 1,000,000 | 1,000,000 | |||||||||
Business Combination, Consideration Transferred, Other | 0 | ||||||||||
Purchase price | $ 171,650,000 | ||||||||||
One Source Networks Inc. [Member] | Charges [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Restructuring Reserve | 4,937,000 | 4,937,000 | |||||||||
MegaPath Group, Inc. [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Payments to Acquire Businesses, Gross | $ 131,397,000 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 610,843 | ||||||||||
Common stock | $ 7,500,000 | ||||||||||
Restructuring Reserve | 3,087,000 | 3,087,000 | |||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Consideration Transferred | 152,300,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Capital Lease Obligation | 3,400,000 | ||||||||||
Business Combination, Consideration Transferred, Other | 10,000,000 | ||||||||||
Purchase price | $ 148,897,000 | ||||||||||
MegaPath Group, Inc. [Member] | Charges [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Restructuring Reserve | 7,747,000 | $ 7,747,000 | 7,747,000 | ||||||||
United Network Services, Inc. [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Payments to Acquire Businesses, Gross | $ 29,978,000 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 231,539 | ||||||||||
Common stock | $ 2,884,000 | ||||||||||
Business Combination, Consideration Transferred, Other | 2,568,000 | ||||||||||
Purchase price | 35,430,000 | ||||||||||
Total holdback | $ 2,600,000 | ||||||||||
Business Combination, Payment Withheld, Period | 1 year | ||||||||||
United Network Services, Inc. [Member] | Charges [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Restructuring Reserve | $ 0 | $ 0 | $ 6,100,000 | ||||||||
Tinet [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Payments to Acquire Businesses, Gross | $ 49,158,000 | ||||||||||
Common stock | 0 | ||||||||||
Business Combination, Consideration Transferred, Other | 0 | ||||||||||
Purchase price | $ 49,200,000 | $ 49,158,000 | |||||||||
Business Combination, Contingent Consideration, Term of Services | 3 years | ||||||||||
Business Combination, Contingent Consideration, Liability | $ 2,000,000 | ||||||||||
Idc [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Payments to Acquire Businesses, Gross | $ 3,593,000 | ||||||||||
Common stock | 0 | ||||||||||
Business Combination, Consideration Transferred, Other | 0 | ||||||||||
Purchase price | $ 3,593,000 |
ACQUISITIONS (Purchase Price) (
ACQUISITIONS (Purchase Price) (Details) - USD ($) $ in Thousands | Oct. 22, 2015 | Apr. 01, 2015 | Oct. 01, 2014 | Apr. 30, 2013 | Apr. 01, 2013 | Feb. 01, 2013 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 01, 2013 |
Purchase Price Allocation: | |||||||||||
Goodwill | $ 270,956 | $ 92,683 | $ 67,019 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 6 years 10 months 24 days | ||||||||||
Customer Lists [Member] | |||||||||||
Purchase Price Allocation: | |||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 6 years 6 months | ||||||||||
Intellectual Property [Member] | |||||||||||
Purchase Price Allocation: | |||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 9 years 9 months 18 days | ||||||||||
One Source Networks Inc. [Member] | |||||||||||
Purchase Price: | |||||||||||
Cash paid at closing, incl. working capital | $ 169,305 | ||||||||||
Deferred cash consideration | 0 | ||||||||||
Common stock | 2,345 | ||||||||||
Purchase consideration | 171,650 | ||||||||||
Purchase Price Allocation: | |||||||||||
Current assets | 10,957 | ||||||||||
Property and equipment | 2,072 | ||||||||||
Other assets | 0 | ||||||||||
Deferred tax asset | 0 | ||||||||||
Goodwill | 115,471 | ||||||||||
Total assets acquired | 209,469 | ||||||||||
Current liabilities | (7,170) | ||||||||||
Capital leases, long-term portion | 0 | ||||||||||
Deferred tax liability | (30,649) | ||||||||||
Fair value of liabilities assumed | (37,819) | ||||||||||
Total assets acquired | 171,650 | ||||||||||
One Source Networks Inc. [Member] | Customer Lists [Member] | |||||||||||
Purchase Price Allocation: | |||||||||||
Intangible assets | 63,590 | ||||||||||
One Source Networks Inc. [Member] | Intellectual Property [Member] | |||||||||||
Purchase Price Allocation: | |||||||||||
Intangible assets | 17,379 | ||||||||||
One Source Networks Inc. [Member] | Trade Names [Member] | |||||||||||
Purchase Price Allocation: | |||||||||||
Intangible assets | $ 0 | ||||||||||
MegaPath Group, Inc. [Member] | |||||||||||
Purchase Price: | |||||||||||
Cash paid at closing, incl. working capital | $ 131,397 | ||||||||||
Deferred cash consideration | 10,000 | ||||||||||
Common stock | 7,500 | ||||||||||
Purchase consideration | 148,897 | ||||||||||
Purchase Price Allocation: | |||||||||||
Accounts receivable | $ 46,526 | ||||||||||
Prepaid assets | 4,404 | ||||||||||
Current assets | 15,137 | ||||||||||
Property and equipment | 16,565 | 35,684 | |||||||||
Other assets | 0 | ||||||||||
Intangible assets | 110,826 | ||||||||||
Deferred tax asset | 5,245 | ||||||||||
Goodwill | 60,566 | 154,678 | |||||||||
Total assets acquired | 169,675 | 352,118 | |||||||||
Current liabilities | (18,883) | ||||||||||
Capital leases, long-term portion | (1,895) | ||||||||||
Deferred tax liability | 0 | (6,654) | |||||||||
Fair value of liabilities assumed | (20,778) | (6,654) | |||||||||
Total assets acquired | 148,897 | ||||||||||
MegaPath Group, Inc. [Member] | Scenario, Previously Reported [Member] | |||||||||||
Purchase Price Allocation: | |||||||||||
Accounts receivable | 46,779 | ||||||||||
Prepaid assets | 4,883 | ||||||||||
Property and equipment | 40,537 | ||||||||||
Intangible assets | 90,376 | ||||||||||
Goodwill | 176,197 | ||||||||||
Total assets acquired | 358,772 | ||||||||||
Deferred tax liability | 0 | ||||||||||
Fair value of liabilities assumed | 0 | ||||||||||
MegaPath Group, Inc. [Member] | Scenario, Adjustment [Member] | |||||||||||
Purchase Price Allocation: | |||||||||||
Accounts receivable | (253) | ||||||||||
Prepaid assets | (479) | ||||||||||
Property and equipment | (4,853) | ||||||||||
Intangible assets | 20,450 | ||||||||||
Goodwill | (21,519) | ||||||||||
Total assets acquired | (6,654) | ||||||||||
Deferred tax liability | (6,654) | ||||||||||
Fair value of liabilities assumed | $ (6,654) | ||||||||||
MegaPath Group, Inc. [Member] | Customer Lists [Member] | |||||||||||
Purchase Price Allocation: | |||||||||||
Intangible assets | 72,162 | ||||||||||
MegaPath Group, Inc. [Member] | Intellectual Property [Member] | |||||||||||
Purchase Price Allocation: | |||||||||||
Intangible assets | 0 | ||||||||||
MegaPath Group, Inc. [Member] | Trade Names [Member] | |||||||||||
Purchase Price Allocation: | |||||||||||
Intangible assets | $ 0 | ||||||||||
United Network Services, Inc. [Member] | |||||||||||
Purchase Price: | |||||||||||
Cash paid at closing, incl. working capital | $ 29,978 | ||||||||||
Deferred cash consideration | 2,568 | ||||||||||
Common stock | 2,884 | ||||||||||
Purchase consideration | 35,430 | ||||||||||
Purchase Price Allocation: | |||||||||||
Current assets | 4,292 | ||||||||||
Property and equipment | 8,181 | ||||||||||
Other assets | 0 | ||||||||||
Deferred tax asset | 1,409 | ||||||||||
Goodwill | 23,640 | ||||||||||
Total assets acquired | 51,482 | ||||||||||
Current liabilities | (16,052) | ||||||||||
Capital leases, long-term portion | 0 | ||||||||||
Deferred tax liability | 0 | ||||||||||
Fair value of liabilities assumed | (16,052) | ||||||||||
Total assets acquired | 35,430 | ||||||||||
United Network Services, Inc. [Member] | Customer Lists [Member] | |||||||||||
Purchase Price Allocation: | |||||||||||
Intangible assets | 13,960 | ||||||||||
United Network Services, Inc. [Member] | Intellectual Property [Member] | |||||||||||
Purchase Price Allocation: | |||||||||||
Intangible assets | 0 | ||||||||||
United Network Services, Inc. [Member] | Trade Names [Member] | |||||||||||
Purchase Price Allocation: | |||||||||||
Intangible assets | $ 0 | ||||||||||
Tinet [Member] | |||||||||||
Purchase Price: | |||||||||||
Cash paid at closing, incl. working capital | $ 49,158 | ||||||||||
Deferred cash consideration | 0 | ||||||||||
Common stock | 0 | ||||||||||
Purchase consideration | $ 49,200 | $ 49,158 | |||||||||
Purchase Price Allocation: | |||||||||||
Current assets | $ 17,839 | ||||||||||
Property and equipment | 15,004 | ||||||||||
Other assets | 1,282 | ||||||||||
Deferred tax asset | 0 | ||||||||||
Goodwill | 16,462 | ||||||||||
Total assets acquired | 76,387 | ||||||||||
Current liabilities | (27,229) | ||||||||||
Capital leases, long-term portion | 0 | ||||||||||
Deferred tax liability | 0 | ||||||||||
Fair value of liabilities assumed | (27,229) | ||||||||||
Total assets acquired | 49,158 | ||||||||||
Tinet [Member] | Customer Lists [Member] | |||||||||||
Purchase Price Allocation: | |||||||||||
Intangible assets | 25,000 | ||||||||||
Tinet [Member] | Intellectual Property [Member] | |||||||||||
Purchase Price Allocation: | |||||||||||
Intangible assets | 0 | ||||||||||
Tinet [Member] | Trade Names [Member] | |||||||||||
Purchase Price Allocation: | |||||||||||
Intangible assets | $ 800 | ||||||||||
Idc [Member] | |||||||||||
Purchase Price: | |||||||||||
Cash paid at closing, incl. working capital | $ 3,593 | ||||||||||
Deferred cash consideration | 0 | ||||||||||
Common stock | 0 | ||||||||||
Purchase consideration | 3,593 | ||||||||||
Purchase Price Allocation: | |||||||||||
Current assets | 187 | ||||||||||
Property and equipment | 798 | ||||||||||
Other assets | 82 | ||||||||||
Deferred tax asset | 0 | ||||||||||
Goodwill | 764 | ||||||||||
Total assets acquired | 4,931 | ||||||||||
Current liabilities | (1,338) | ||||||||||
Capital leases, long-term portion | 0 | ||||||||||
Deferred tax liability | 0 | ||||||||||
Fair value of liabilities assumed | (1,338) | ||||||||||
Total assets acquired | 3,593 | ||||||||||
Idc [Member] | Customer Lists [Member] | |||||||||||
Purchase Price Allocation: | |||||||||||
Intangible assets | 3,100 | ||||||||||
Idc [Member] | Intellectual Property [Member] | |||||||||||
Purchase Price Allocation: | |||||||||||
Intangible assets | 0 | ||||||||||
Idc [Member] | Trade Names [Member] | |||||||||||
Purchase Price Allocation: | |||||||||||
Intangible assets | $ 0 |
ACQUISITIONS (Pro Forma Results
ACQUISITIONS (Pro Forma Results) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||
Revenue | $ 463,604 | $ 440,196 |
Net income (loss) | $ 12,361 | $ (53,390) |
Net earnings (loss) per share, Basic (in dollars per share) | $ 0.35 | $ (1.98) |
Net earnings (loss) per share, Diluted (in dollars per share) | $ 0.35 | $ (1.98) |
Weighted average shares outstanding, Basic (in shares) | 34,973,284 | 27,011,381 |
Weighted average shares outstanding, Diluted (in shares) | 35,801,395 | 27,011,381 |
GOODWILL AND INTANGIBLE ASSET50
GOODWILL AND INTANGIBLE ASSETS (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 270,956 | $ 92,683 | $ 67,019 |
Intangible Assets, Net (Excluding Goodwill) | 182,184 | 58,630 | |
Amortization of intangible assets | $ 26,000 | $ 13,800 | $ 10,200 |
GOODWILL AND INTANGIBLE ASSET51
GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 92,683 | $ 67,019 |
Adjustments to prior year's business combination | 2,236 | |
Goodwill associated with acquisition | 176,037 | 25,664 |
Ending balance | $ 270,956 | $ 92,683 |
GOODWILL AND INTANGIBLE ASSET52
GOODWILL AND INTANGIBLE ASSETS (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 59,902 | $ 33,925 |
Net Book Value | 181,384 | |
Gross Asset Cost | 242,086 | 92,555 |
Net Book Value | 182,184 | 58,630 |
Trade Names [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Trade name (non-amortizing) | 800 | 800 |
Customer Relationships [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Gross Asset Cost | 215,802 | |
Accumulated Amortization | 54,041 | |
Net Book Value | $ 161,761 | |
Customer Relationships [Member] | Minimum [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Amortization Period | 3 years | |
Customer Relationships [Member] | Maximum [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Amortization Period | 7 years | |
Customer contracts [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Gross Asset Cost | 85,759 | |
Accumulated Amortization | 29,639 | |
Net Book Value | $ 56,120 | |
Customer contracts [Member] | Minimum [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Amortization Period | 3 years | |
Customer contracts [Member] | Maximum [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Amortization Period | 7 years | |
Non-compete agreements [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Gross Asset Cost | $ 4,331 | $ 4,331 |
Accumulated Amortization | 4,305 | 4,147 |
Net Book Value | $ 26 | $ 184 |
Non-compete agreements [Member] | Minimum [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Amortization Period | 3 years | 4 years |
Non-compete agreements [Member] | Maximum [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Amortization Period | 5 years | 5 years |
Point-to-point FCC License fees [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Amortization Period | 3 years | 3 years |
Gross Asset Cost | $ 1,695 | $ 1,665 |
Accumulated Amortization | 701 | 139 |
Net Book Value | $ 994 | $ 1,526 |
Intellectual Property [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Amortization Period | 10 years | |
Gross Asset Cost | $ 17,379 | |
Accumulated Amortization | 336 | |
Net Book Value | $ 17,043 | |
Trade Names [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Amortization Period | 3 years | |
Gross Asset Cost | $ 2,079 | |
Accumulated Amortization | 519 | |
Net Book Value | $ 1,560 |
GOODWILL AND INTANGIBLE ASSET53
GOODWILL AND INTANGIBLE ASSETS (Details 2) $ in Thousands | Dec. 31, 2015USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,016 | $ 36,477 |
2,017 | 34,669 |
2,018 | 28,392 |
2,019 | 23,735 |
2,020 | 20,834 |
2021 and beyond | 37,277 |
Net Book Value | $ 181,384 |
DEBT (Details)
DEBT (Details) $ in Thousands | Dec. 31, 2015USD ($) | Oct. 31, 2015 | Oct. 22, 2015USD ($) | Dec. 31, 2014USD ($) |
Debt Instrument [Line Items] | ||||
Total debt obligations | $ 405,000 | $ 123,626 | ||
Unamortized debt issuance costs | (10,938) | (2,800) | ||
Unamortized original issuance discount | (7,819) | 0 | ||
Carrying value of debt | 386,243 | 120,826 | ||
Less current portion | (4,000) | (6,188) | ||
Long-term debt less current portion | 382,243 | 114,638 | ||
2,016 | 4,000 | |||
2,017 | 4,000 | |||
2,018 | 4,000 | |||
2,019 | 4,000 | |||
2,020 | 9,000 | |||
2,021 | 4,000 | |||
2,022 | 376,000 | |||
Total debt obligations | 405,000 | 123,626 | ||
Credit Agreement, October 2015 [Member] | ||||
Debt Instrument [Line Items] | ||||
Unamortized original issuance discount | $ (8,000) | |||
Credit Agreement, October 2015 [Member] | March 31, 2016 [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum Ratio | 5 | |||
Credit Agreement, October 2015 [Member] | June 30, 2016 [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum Ratio | 5 | |||
Credit Agreement, October 2015 [Member] | September 30, 2016 [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum Ratio | 4.75 | |||
Credit Agreement, October 2015 [Member] | December 31, 2016 [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum Ratio | 4.75 | |||
Credit Agreement, October 2015 [Member] | March 31, 2017 [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum Ratio | 4.50 | |||
Credit Agreement, October 2015 [Member] | June 30, 2017 [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum Ratio | 4.50 | |||
Credit Agreement, October 2015 [Member] | September 30, 2017 [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum Ratio | 4.25 | |||
Credit Agreement, October 2015 [Member] | December 31, 2017 [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum Ratio | 4.25 | |||
Credit Agreement, October 2015 [Member] | March 31, 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum Ratio | 4 | |||
Credit Agreement, October 2015 [Member] | June 30, 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum Ratio | 4 | |||
Credit Agreement, October 2015 [Member] | September 30, 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum Ratio | 3.75 | |||
Credit Agreement, October 2015 [Member] | December 31, 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum Ratio | 3.75 | |||
Credit Agreement, October 2015 [Member] | March 31, 2019 and thereafter [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum Ratio | 3.50 | |||
Term loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt obligations | 400,000 | 108,626 | ||
Total debt obligations | 400,000 | 108,626 | ||
Revolving line of credit facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt obligations | 5,000 | 0 | ||
Total debt obligations | 5,000 | 0 | ||
Delayed draw term loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt obligations | 0 | 15,000 | ||
Total debt obligations | $ 0 | $ 15,000 |
DEBT (Details Textual)
DEBT (Details Textual) - USD ($) | Oct. 22, 2015 | Apr. 30, 2015 | Apr. 01, 2015 | Aug. 06, 2014 | Dec. 30, 2013 | Nov. 02, 2013 | Dec. 31, 2012 | Apr. 30, 2012 | Sep. 19, 2011 | Jun. 06, 2011 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 21, 2015 | Sep. 30, 2014 | Nov. 01, 2013 | Apr. 30, 2013 |
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Unamortized Discount | $ 7,819,000 | $ 0 | |||||||||||||||
Total debt obligations | 405,000,000 | 123,626,000 | |||||||||||||||
Unamortized Debt Issuance Expense | 10,938,000 | 2,800,000 | |||||||||||||||
Amortization of debt issuance costs | 1,021,000 | 1,014,000 | $ 1,269,000 | ||||||||||||||
Warrant liability | $ 19,200,000 | ||||||||||||||||
Class of Warrant or Right, Retired During Period, Number | 1,172,080 | ||||||||||||||||
Class of Warrant or Right, Retired During Period, Percentage Of Outstanding | 50.00% | ||||||||||||||||
Payments for Repurchase of Warrants | $ 9,600,000 | 0 | 9,576,000 | 0 | |||||||||||||
Class of Warrant or Right, Exercises During Period, Number | 1,172,080 | ||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 913,749 | ||||||||||||||||
Long-term Debt | 386,243,000 | 120,826,000 | |||||||||||||||
Repayments of Lines of Credit | 0 | 6,000,000 | $ 0 | ||||||||||||||
Warrant [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 178,378 | 535,135 | 63,225 | 634,648 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.542 | $ 2.208 | $ 1.181 | $ 1.144 | $ 3.306 | ||||||||||||
Warrant [Member] | Plexus Warrant [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 246,911 | ||||||||||||||||
Warrant [Member] | BIA [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 356,649 | ||||||||||||||||
Warrant [Member] | Alcentra [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 329,214 | ||||||||||||||||
Svb Line Of Credit [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt and Capital Lease Obligations | 400,000 | ||||||||||||||||
Total debt obligations | 5,000,000 | $ 0 | |||||||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 44,600,000 | ||||||||||||||||
Term Loan [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Unamortized Debt Issuance Expense | $ 2,600,000 | ||||||||||||||||
Credit Agreement, October 2015 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maximum borrowing capacity | $ 400,000,000 | ||||||||||||||||
Debt Instrument, Unamortized Discount | $ 8,000,000 | ||||||||||||||||
Debt Instrument, Prepayment Penalty, Percentage of Principal Amount Outstanding | 1.00% | ||||||||||||||||
Debt interest rate at period end | 6.24% | 4.50% | |||||||||||||||
Debt Issuance Cost | $ 8,600,000 | ||||||||||||||||
Credit Agreement, October 2015 [Member] | Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 5.25% | ||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Minimum | 1.00% | ||||||||||||||||
Credit Agreement, October 2015 [Member] | Revolving Credit Facility [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maximum borrowing capacity | $ 50,000,000 | ||||||||||||||||
Credit Agreement, October 2015 [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 4.75% | ||||||||||||||||
Credit Agreement, October 2015 [Member] | Incremental Revolver [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maximum borrowing capacity | $ 25,000,000 | ||||||||||||||||
Credit Agreement, October 2015 [Member] | Letter of Credit [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maximum borrowing capacity | 15,000,000 | ||||||||||||||||
Credit Agreement, October 2015 [Member] | Swingline Loan [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maximum borrowing capacity | 10,000,000 | ||||||||||||||||
Credit Agreement, October 2015 [Member] | Incremental Term Loan And Incremental Revolving Loan [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maximum borrowing capacity | $ 75,000,000 | ||||||||||||||||
Amended Credit Agreement, April 2015 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maximum borrowing capacity | $ 230,000,000 | ||||||||||||||||
Amended Credit Agreement, April 2015 [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 4.50% | ||||||||||||||||
Amended Credit Agreement, April 2015 [Member] | Term Loan [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt face amount | $ 50,000,000 | ||||||||||||||||
Amended Credit Agreement, April 2015 [Member] | Revolving Credit Facility [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maximum borrowing capacity | $ 25,000,000 | ||||||||||||||||
Amended Credit Agreement, August 2014 [Member] | Mezzanine Notes [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Extinguishment of debt | $ 31,000,000 | ||||||||||||||||
Payments of Debt Extinguishment Costs | 300,000 | ||||||||||||||||
Amended Credit Agreement, August 2014 [Member] | Term Loan [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt face amount | 110,000,000 | ||||||||||||||||
Amended Credit Agreement, August 2014 [Member] | Revolving Credit Facility [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maximum borrowing capacity | 15,000,000 | ||||||||||||||||
Amended Credit Agreement, August 2014 [Member] | Delayed Term Revolver Facility [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maximum borrowing capacity | 15,000,000 | ||||||||||||||||
Long-term Debt | $ 15,000,000 | ||||||||||||||||
Amended Credit Agreement, August 2014 [Member] | Incremental Revolver [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maximum borrowing capacity | $ 30,000,000 | ||||||||||||||||
Mezzanine Notes [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maximum borrowing capacity | $ 38,000,000 | $ 12,500,000 | $ 11,500,000 | ||||||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | 8,500,000 | ||||||||||||||||
Proceeds from Lines of Credit | $ 8,500,000 | 1,500,000 | $ 6,000,000 | $ 1,000,000 | $ 7,500,000 | ||||||||||||
Line of Credit Facility, Increase (Decrease), Net | $ 10,000,000 | $ 8,000,000 | |||||||||||||||
Repayments of Lines of Credit | $ 3,000,000 | $ 2,000,000 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | 11.00% | 13.50% | ||||||||||||||
Line of Credit Facility, Fair Value of Amount Outstanding | $ 29,500,000 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total debt obligations | $ 405,000,000 | $ 123,626,000 |
Asset impairment charges | 0 | 0 |
Svb Line Of Credit [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total debt obligations | 5,000,000 | 0 |
Unamortized Debt Issuance Expense And Discount | $ 386,200,000 | $ 120,800,000 |
FAIR VALUE MEASUREMENTS (Deta57
FAIR VALUE MEASUREMENTS (Details) - Earn-out Liability [Member] - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Liabilities: | |||
Liabilities | $ 525 | $ 3,374 | |
Level 1 [Member] | |||
Liabilities: | |||
Liabilities | 0 | 0 | |
Level 2 [Member] | |||
Liabilities: | |||
Liabilities | 0 | 0 | |
Level 3 [Member] | |||
Liabilities: | |||
Liabilities | $ 525 | $ 3,374 | $ 2,900 |
FAIR VALUE MEASUREMENTS (Deta58
FAIR VALUE MEASUREMENTS (Details 1) - USD ($) $ in Thousands | Aug. 06, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Paid in cash | $ (9,600) | $ 0 | $ (9,576) | $ 0 |
Settled in shares | 0 | (3,704) | (1,650) | |
Earn-out Liability [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance | 3,374 | |||
Balance | 525 | 3,374 | ||
Level 3 [Member] | Warranty liability [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance | 0 | 12,295 | ||
Paid in cash | (9,576) | |||
Settled in shares | (9,576) | |||
Change in fair value | 6,857 | |||
Balance | 0 | 0 | 12,295 | |
Level 3 [Member] | Earn-out Liability [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance | 3,374 | 2,900 | ||
Paid in cash | (3,729) | (1,155) | ||
Settled in shares | (3,704) | |||
Change in fair value | 880 | 1,554 | ||
Incurred | 3,779 | |||
Balance | $ 525 | $ 3,374 | $ 2,900 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 84,372 | $ 50,033 |
Less accumulated depreciation | (45,549) | (24,849) |
Property and equipment, net | 38,823 | 25,184 |
Network equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 70,808 | 44,218 |
Computer software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 9,613 | 3,468 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,113 | 2,094 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 838 | $ 253 |
PROPERTY AND EQUIPMENT (Detai60
PROPERTY AND EQUIPMENT (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | |||
Capital Lease Obligations | $ 3.5 | $ 0.4 | |
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation | 1.1 | 0.2 | |
Depreciation expense | $ 20.7 | $ 11.1 | $ 6.9 |
ACCRUED EXPENSES AND OTHER CU61
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Accrued compensation and benefits | $ 9,465 | $ 4,385 |
Accrued supplier costs | 21,637 | 14,359 |
Accrued restructuring | 6,833 | 2,101 |
Accrued other | 5,180 | 8,643 |
Accrued Liabilities and Other Liabilities | $ 43,115 | $ 29,488 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (12,318) | $ (25,355) | $ (23,270) |
Foreign | (2,509) | 4,459 | 476 |
Loss before income taxes | $ (14,827) | $ (20,896) | $ (22,794) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current: | ||||
Federal | $ 77 | $ 0 | $ 0 | |
State | 0 | 83 | (8) | |
Foreign | (3,708) | 1,215 | 720 | |
Total current | (3,631) | 1,298 | 712 | |
Deferred: | ||||
Federal | (25,347) | 852 | 51 | |
State | (3,783) | (459) | 34 | |
Foreign | (1,370) | 392 | (2,802) | |
Total deferred | (30,500) | 785 | (2,717) | |
Income tax (benefit) expense | $ (34,100) | $ (34,131) | $ 2,083 | $ (2,005) |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Amount | ||||
U.S. federal statutory income tax | $ (5,188) | $ (7,233) | $ (7,949) | |
Permanent items | 733 | 575 | 2,332 | |
State taxes, net of federal benefit | (533) | 89 | 30 | |
Foreign tax rate differential | (34) | (421) | (353) | |
Warrant extinguishment | 0 | 5,743 | 0 | |
Change in valuation allowance | (23,450) | 3,118 | 3,230 | |
Unrecognized tax positions | (2,167) | 316 | 299 | |
Italian IRAP tax | 0 | (284) | 365 | |
Prior-year true-ups | (3,492) | 180 | 41 | |
Income tax (benefit) expense | $ (34,100) | $ (34,131) | $ 2,083 | $ (2,005) |
Effective Rate | ||||
U.S. federal statutory income tax | 35.00% | 35.00% | 35.00% | |
Permanent items | (4.94%) | (2.75%) | (10.23%) | |
State taxes, net of federal benefit | 3.60% | (0.43%) | (0.13%) | |
Foreign tax rate differential | 0.23% | 2.01% | 1.55% | |
Warrant extinguishment | 0.00% | (27.87%) | 0.00% | |
Change in valuation allowance | 158.19% | (14.92%) | (14.17%) | |
Unrecognized tax positions | 14.62% | (1.51%) | (1.31%) | |
Italian IRAP tax | 0.00% | 1.36% | (1.60%) | |
Prior-year true-ups | 23.55% | (0.86%) | (0.18%) | |
Total income tax (benefit) expense | 230.25% | (9.97%) | 8.93% |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 29,607 | $ 24,735 |
Capital loss and trade deficit carryforwards | 677 | 678 |
Reserves and allowances | 1,831 | 1,683 |
Property and equipment | 1,526 | 1,972 |
Stock-based compensation | 2,019 | 984 |
Other | 1,640 | 1,389 |
Total deferred tax assets before valuation allowance | 37,300 | 31,441 |
Less: valuation allowance | (305) | (23,756) |
Total deferred tax assets | 36,995 | 7,685 |
Deferred tax liabilities: | ||
Intangible assets and goodwill | (29,193) | (5,887) |
Other | (432) | (942) |
Total deferred tax liabilities | (29,625) | (6,829) |
Net deferred tax assets | 7,370 | 856 |
Other Assets [Member] | ||
Deferred tax assets: | ||
Total deferred tax assets before valuation allowance | 7,500 | 2,400 |
Other Noncurrent Liabilities [Member] | ||
Deferred tax liabilities: | ||
Total deferred tax liabilities | $ (100) | $ (1,500) |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $ 23,450,000 | $ (3,118,000) | $ (3,230,000) |
Deferred Tax Assets, Valuation Allowance | 305,000 | $ 23,756,000 | |
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 83,600 | ||
Domestic Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 83,600,000 | ||
Operating loss carryforwards, future tax affected amounts to be recorded to additional paid-in capital | 18,000,000 | ||
State and Local Jurisdiction [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 3,900,000 | ||
Operating loss carryforwards, future tax affected amounts to be recorded to additional paid-in capital | 700,000 | ||
Foreign Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 17,900,000 |
INCOME TAXES (Details Textual 1
INCOME TAXES (Details Textual 1) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | ||||
Unrecognized tax benefits | $ 0 | $ 2,167,000 | $ 1,851,000 | $ 0 |
INCOME TAXES (Details 4)
INCOME TAXES (Details 4) | Dec. 31, 2015USD ($) |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 83,600 |
Tax Year 2020 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | 7,900 |
Tax Year 2021 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | 12,900 |
Tax Year 2024 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | 2,400 |
Tax Year 2027 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | 2,500 |
Tax Year 2028 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | 2,000 |
Tax Year 2029 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | 1,000 |
Tax Year 2031 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | 1,700 |
Tax Year 2032 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | 2,000 |
Tax Year 2033 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | 15,700 |
Tax Year 2034 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | 26,900 |
Tax Year 2035 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 8,600 |
INCOME TAXES (Details 5)
INCOME TAXES (Details 5) - USD ($) | Apr. 01, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||
Balance, January 1 | $ 2,167,000 | $ 1,851,000 | $ 0 | |
Changes for tax positions of prior years (1) | (1,849,000) | 0 | 1,851,000 | |
Increases for tax positions related to the current year | 0 | 342,000 | 0 | |
Settlements and lapsing of statues of limitations | (318,000) | (26,000) | 0 | |
Balance, December 31 | $ 0 | $ 2,167,000 | 1,851,000 | |
Tinet [Member] | ||||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||
Changes for tax positions of prior years (1) | $ 1,600,000 | $ 300,000 |
RESTRUCTURING COSTS, EMPLOYEE70
RESTRUCTURING COSTS, EMPLOYEE TERMINATION AND OTHER ITEMS (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2015 | |
One Source Networks Inc. [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Reserve | $ 3,647,000 | $ 3,647,000 | ||
Restructuring Charges | 2,500,000 | |||
One Source Networks Inc. [Member] | Employment termination benefits [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | 1,714,000 | |||
One Source Networks Inc. [Member] | Charges [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Reserve | 4,937,000 | 4,937,000 | ||
One Source Networks Inc. [Member] | Charges [Member] | Employment termination benefits [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | 2,903,000 | |||
One Source Networks Inc. [Member] | Cash Payments [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Reserve | 1,290,000 | 1,290,000 | ||
One Source Networks Inc. [Member] | Cash Payments [Member] | Employment termination benefits [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | 1,189,000 | |||
MegaPath Group, Inc. [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Reserve | 3,087,000 | 3,087,000 | ||
MegaPath Group, Inc. [Member] | Employment termination benefits [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | 65,000 | |||
MegaPath Group, Inc. [Member] | Charges [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Reserve | 7,747,000 | 7,747,000 | $ 7,747,000 | |
MegaPath Group, Inc. [Member] | Charges [Member] | Employment termination benefits [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | 4,132,000 | |||
MegaPath Group, Inc. [Member] | Cash Payments [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Reserve | 4,660,000 | 4,660,000 | ||
MegaPath Group, Inc. [Member] | Cash Payments [Member] | Employment termination benefits [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | 4,067,000 | |||
United Network Services, Inc. [Member] | Charges [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Reserve | $ 0 | 0 | $ 6,100,000 | |
United Network Services, Inc. [Member] | Cash Payments [Member] | Employment termination benefits [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | $ 2,100,000 | $ 4,000,000 |
RESTRUCTURING COSTS, EMPLOYEE71
RESTRUCTURING COSTS, EMPLOYEE TERMINATION AND OTHER ITEMS (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2015 | Sep. 30, 2015 | |
One Source Networks Inc. [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 2,500 | ||
Restructuring accrual | 3,647 | $ 3,647 | |
One Source Networks Inc. [Member] | Employment termination benefits [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 1,714 | ||
One Source Networks Inc. [Member] | Lease and other termination charges [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 1,809 | ||
One Source Networks Inc. [Member] | Other exit costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 124 | ||
One Source Networks Inc. [Member] | Charges [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring accrual | 4,937 | 4,937 | |
One Source Networks Inc. [Member] | Charges [Member] | Employment termination benefits [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 2,903 | ||
One Source Networks Inc. [Member] | Charges [Member] | Lease and other termination charges [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 1,910 | ||
One Source Networks Inc. [Member] | Charges [Member] | Other exit costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 124 | ||
One Source Networks Inc. [Member] | Cash Payments [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring accrual | 1,290 | 1,290 | |
One Source Networks Inc. [Member] | Cash Payments [Member] | Employment termination benefits [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 1,189 | ||
One Source Networks Inc. [Member] | Cash Payments [Member] | Lease and other termination charges [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 101 | ||
One Source Networks Inc. [Member] | Cash Payments [Member] | Other exit costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 0 | ||
MegaPath Group, Inc. [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring accrual | 3,087 | 3,087 | |
MegaPath Group, Inc. [Member] | Employment termination benefits [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 65 | ||
MegaPath Group, Inc. [Member] | Lease and other termination charges [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 2,464 | ||
MegaPath Group, Inc. [Member] | Other exit costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 558 | ||
MegaPath Group, Inc. [Member] | Charges [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring accrual | 7,747 | 7,747 | $ 7,747 |
MegaPath Group, Inc. [Member] | Charges [Member] | Employment termination benefits [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 4,132 | ||
MegaPath Group, Inc. [Member] | Charges [Member] | Lease and other termination charges [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 2,886 | ||
MegaPath Group, Inc. [Member] | Charges [Member] | Other exit costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 729 | ||
MegaPath Group, Inc. [Member] | Cash Payments [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring accrual | $ 4,660 | 4,660 | |
MegaPath Group, Inc. [Member] | Cash Payments [Member] | Employment termination benefits [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 4,067 | ||
MegaPath Group, Inc. [Member] | Cash Payments [Member] | Lease and other termination charges [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 422 | ||
MegaPath Group, Inc. [Member] | Cash Payments [Member] | Other exit costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 171 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details Textual) - USD ($) $ in Thousands | Oct. 22, 2015 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 09, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 9,500,000 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 23,500 | $ 23,500 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 6 months | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | 3,700 | $ 3,700 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | 4,600 | 4,600 | |||||
Shares issued in connection with acquisitions | 9,845 | $ 3,884 | $ 0 | ||||
One Source Networks Inc. [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | 3,200 | $ 3,200 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 15 months | ||||||
Shares issued in connection with acquisitions | $ 3,600 | ||||||
Stock Issued During Period, Shares, Acquisitions | 289,055 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 18 months | ||||||
Stock Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years | ||||||
Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 6 months | ||||||
Fair Value Of Stock Granted | $ 10,900 | 4,400 | $ 2,500 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | 12,600 | 12,600 | |||||
Performance Shares [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | 6,200 | $ 6,200 | |||||
Fair Value Of Stock Granted | $ 17,200 | $ 7,800 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | ||||||
Stock Option 25 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options, vested and expected to vest, outstanding, weighted average remaining contractual term | 4 years | ||||||
Stock Option 75 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options, vested and expected to vest, outstanding, weighted average remaining contractual term | 3 years | ||||||
Percent of awards vesting after initial year | 75.00% | ||||||
Periodic Vesting [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options, exercise price, percent | 100.00% | ||||||
Periodic Vesting [Member] | Employee Director Consultant Stock Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award expiration period | 10 years | ||||||
Periodic Vesting [Member] | Stock Option 25 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting rights, percentage | 25.00% | ||||||
Subsequent Event | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Outstanding, Number1 | 7,767,857 |
SHARE-BASED COMPENSATION (Det73
SHARE-BASED COMPENSATION (Details) - Selling, General and Administrative Expenses [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Allocated Share-based Compensation Expense | $ 7,876 | $ 2,418 | $ 1,466 |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Allocated Share-based Compensation Expense | 1,591 | 883 | 363 |
Restricted Stock (incl performance awards) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Allocated Share-based Compensation Expense | $ 6,285 | $ 1,535 | $ 1,103 |
SHARE-BASED COMPENSATION (Det74
SHARE-BASED COMPENSATION (Details 1) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Expected volatility, Minimum | 44.30% | 62.20% | 60.20% |
Expected volatility, Maximum | 64.60% | 63.20% | 63.40% |
Risk free interest rate, Minimum | 1.30% | 1.70% | 1.00% |
Risk free interest rate, Maximum | 1.90% | 2.00% | 1.90% |
Expected term (in years) | 6 years 3 months | 6 years 3 months | 6 years 3 months |
Dividend yield | 0.00% | 0.00% | 0.00% |
Forfeiture rate | 4.00% | 4.00% | 4.00% |
SHARE-BASED COMPENSATION (Det75
SHARE-BASED COMPENSATION (Details 2) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Options | ||||
Options, Balance (in shares) | 1,363,460 | 1,697,500 | 1,395,250 | |
Options, Granted (in shares) | 344,117 | 459,450 | 486,750 | |
Options, Exercised (in shares) | (259,121) | (633,754) | (92,125) | |
Options, Forfeited (in shares) | (72,079) | (159,736) | (92,375) | |
Options, Balance (in shares) | 1,376,377 | 1,363,460 | 1,697,500 | 1,395,250 |
Options, Exercisable (in shares) | 637,804 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||
Weighted Average Exercise Price, Balance | $ 5.41 | $ 2.09 | $ 1.49 | |
Weighted Average Exercise Price, Granted | 17.91 | 12.44 | 3.64 | |
Weighted Average Exercise Price, Exercised | 2.35 | 1.67 | 0 | |
Weighted Average Exercise Price, Forfeited | 6.50 | 4.98 | 1.03 | |
Weighted Average Exercise Price, Balance | 9.05 | 5.41 | 2.09 | $ 1.49 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||
Weighted Average Fair Value, Outstanding | 4.89 | 3.17 | 0.47 | $ 0.43 |
Weighted Average Fair Value, Granted | 8.64 | 7.35 | 2.07 | |
Weighted Average Fair Value, Exercised | 1.40 | 1.10 | 0 | |
Weighted Average Fair Value, Forfeited | $ 2.75 | $ 2.85 | $ 0.56 | |
Weighted Average Remaining Contractual Life (Years), Balance | 7 years 6 months 15 days | |||
Weighted Average Aggregate Intrinsic Value, Outstanding (in dollars) | $ 11,683,456 |
SHARE-BASED COMPENSATION (Det76
SHARE-BASED COMPENSATION (Details 3) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Shares | |||
Shares, Nonvested Balance at January 1, (in shares) | 1,445,575 | 976,938 | 660,001 |
Shares, Granted (in shares) | 1,485,027 | 1,016,902 | 727,357 |
Shares, Forfeited (in shares) | (18,220) | (142,503) | (5,000) |
Shares, Vested (in shares) | (634,623) | (405,762) | (405,420) |
Shares, Nonvested Balance at December 31, (in shares) | 2,277,759 | 1,445,575 | 976,938 |
Weighted Average Fair Value | |||
Weighted Average Fair Value, Nonvested Balance at January 1, | $ 10.92 | $ 2.96 | $ 1.66 |
Weighted Average Fair Value, Granted | 18.91 | 12.48 | 3.58 |
Weighted Average Fair Value, Forfeited | 10.96 | 12.57 | 3.40 |
Weighted Average Fair Value, Vested | 8.34 | 10.88 | 5.02 |
Weighted Average Fair Value, Nonvested Balance at December 31, | $ 15.84 | $ 10.92 | $ 2.96 |
DEFINED CONTRIBUTION PLAN (Deta
DEFINED CONTRIBUTION PLAN (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 50.00% | ||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Amount | $ 18,000 | ||
Defined Contribution Plan, Employers Matching Contribution, Annual Vesting Percentage | 25.00% | ||
Defined Contribution Plan, Vesting Period | 4 years | ||
Defined contribution plan, cost recognized | $ 618,000 | $ 239,000 | $ 179,000 |
Minimum [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 1.00% | ||
Maximum [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 100.00% |
COMMITMENTS AND CONTINGENCIES78
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)office | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Capital Leases | |||
2,016 | $ 1,184 | ||
2,017 | 833 | ||
2,018 | 334 | ||
2,019 | 0 | ||
2,020 | 0 | ||
2021 and beyond | 0 | ||
Capital Leases | 2,351 | ||
Capital Leases, Future Minimum Payments, Interest Included in Payments | 700 | ||
Office Space | |||
Operating Leased Assets [Line Items] | |||
Rent expense | 4,500 | $ 2,100 | $ 1,200 |
2,016 | 3,234 | ||
2,017 | 2,686 | ||
2,018 | 1,939 | ||
2,019 | 1,595 | ||
2,020 | 943 | ||
2021 and beyond | 165 | ||
Future minimum lease payments | 10,562 | ||
Other | |||
Operating Leased Assets [Line Items] | |||
2,016 | 2,566 | ||
2,017 | 2,104 | ||
2,018 | 578 | ||
2,019 | 154 | ||
2,020 | 0 | ||
2021 and beyond | 0 | ||
Future minimum lease payments | $ 5,402 | ||
UNITED STATES | |||
Operating Leased Assets [Line Items] | |||
Number Of Offices | office | 10 | ||
Europe [Member] | |||
Operating Leased Assets [Line Items] | |||
Number Of Offices | office | 5 | ||
HONG KONG | |||
Operating Leased Assets [Line Items] | |||
Number Of Offices | office | 1 |
COMMITMENTS AND CONTINGENCIES79
COMMITMENTS AND CONTINGENCIES (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies [Line Items] | ||
Purchase obligation | $ 33,900 | $ 2,200 |
MegaPath Group, Inc. [Member] | ||
Commitments and Contingencies [Line Items] | ||
Purchase obligation | $ 33,900 | |
Long-term Purchase Commitment, Period | 3 years | |
Supplier Agreements | ||
Commitments and Contingencies [Line Items] | ||
Contractual obligation | $ 163,396 |
COMMITMENTS AND CONTINGENCIES80
COMMITMENTS AND CONTINGENCIES (Details 1) - Supplier Agreements $ in Thousands | Dec. 31, 2015USD ($) |
Commitments and Contingencies [Line Items] | |
2,016 | $ 87,870 |
2,017 | 48,453 |
2,018 | 19,659 |
2,019 | 3,738 |
2,020 | 1,129 |
2021 and beyond | 2,547 |
Contractual obligation | $ 163,396 |
FOREIGN OPERATIONS (Details)
FOREIGN OPERATIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues by geographic area | $ 114,825 | $ 96,996 | $ 95,076 | $ 62,353 | $ 62,659 | $ 49,161 | $ 48,054 | $ 47,469 | $ 369,250 | $ 207,343 | $ 157,368 |
Long-lived assets at December 31 | 491,963 | 176,497 | 491,963 | 176,497 | 131,087 | ||||||
US | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues by geographic area | 293,664 | 118,966 | 88,995 | ||||||||
Long-lived assets at December 31 | 451,425 | 126,762 | 451,425 | 126,762 | 73,462 | ||||||
ITALY | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues by geographic area | 46,565 | 56,547 | 39,959 | ||||||||
Long-lived assets at December 31 | 29,978 | 38,172 | $ 29,978 | $ 38,172 | 46,510 | ||||||
Percentage Of Revenue In Domestic Currency | 72.00% | 65.00% | |||||||||
UK | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues by geographic area | $ 25,565 | $ 27,092 | 23,481 | ||||||||
Long-lived assets at December 31 | 9,337 | 9,840 | 9,337 | 9,840 | 11,109 | ||||||
OTHER | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues by geographic area | 3,456 | 4,738 | 4,933 | ||||||||
Long-lived assets at December 31 | $ 1,223 | $ 1,723 | $ 1,223 | $ 1,723 | $ 6 |
QUARTERLY RESULTS OF OPERATIO82
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Telecommunications services | $ 114,825 | $ 96,996 | $ 95,076 | $ 62,353 | $ 62,659 | $ 49,161 | $ 48,054 | $ 47,469 | $ 369,250 | $ 207,343 | $ 157,368 |
Cost of telecommunications services | 61,937 | 53,363 | 51,461 | 37,697 | 38,853 | 29,891 | 29,454 | 29,888 | 204,458 | 128,086 | 102,815 |
Operating income (loss) | 1,427 | 5,449 | (5,464) | 2,289 | (4,552) | (951) | 2,432 | 2,369 | 3,702 | (702) | (1,956) |
Net income (loss) | $ 27,589 | $ 1,762 | $ (11,114) | $ 1,067 | $ (7,653) | $ (6,636) | $ 976 | $ (9,666) | $ 19,304 | $ (22,979) | $ (20,789) |
Basic (in dollars per share) | $ 0.77 | $ 0.05 | $ (0.32) | $ 0.03 | $ (0.25) | $ (0.23) | $ 0.04 | $ (0.41) | $ 0.55 | $ (0.85) | $ (0.95) |
Diluted (in dollars per share) | $ 0.75 | $ 0.05 | $ (0.32) | $ 0.03 | $ (0.25) | $ (0.23) | $ 0.04 | $ (0.41) | $ 0.54 | $ (0.85) | $ (0.95) |
Basic (in shares) | 36,060,212 | 34,981,104 | 34,835,154 | 33,935,481 | 30,370,087 | 28,449,319 | 25,635,607 | 23,444,384 | 34,973,284 | 27,011,381 | 21,985,241 |
Diluted (in shares) | 36,906,979 | 35,888,525 | 34,835,154 | 34,659,757 | 30,370,087 | 28,449,319 | 27,481,607 | 23,444,384 | 35,801,395 | 27,011,381 | 21,985,241 |
Income Tax Expense (Benefit) | $ (34,100) | $ (34,131) | $ 2,083 | $ (2,005) |
SCHEDULE II - VALUATION AND Q83
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Allowance for Doubtful Accounts [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | $ 878 | $ 702 | $ 748 |
Charged to Cost and Expenses | 3,210 | 835 | 1,551 |
Deductions | (3,180) | (767) | (1,572) |
Other | 107 | 108 | (25) |
Balance at End of Period | 1,015 | 878 | 702 |
Valuation Allowance of Deferred Tax Assets [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | 23,756 | 19,805 | 9,779 |
Charged to Cost and Expenses | 0 | 3,112 | 2,647 |
Deductions | (23,450) | 0 | 0 |
Other | (1) | 839 | 7,379 |
Balance at End of Period | $ 305 | $ 23,756 | $ 19,805 |