Fusion Connect (FSNN) 10-Q 14 Aug 18 2018 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Aug. 10, 2018
Proceeds from the sale of preferred stock and warrants, net of expenses, Amount
Entity Registrant Name	Fusion Connect, Inc.
Entity Central Index Key	1,071,411
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		78,464,037
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,018

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 13,535	$ 5,757
Accounts receivable, net of allowance for doubtful accounts of $6,077 and $2,652, respectively	52,384	25,372
Accounts receivable - stockholders/employees	0	920
Prepaid expenses	10,443	6,290
Inventory, net	1,618	1,142
Other assets	4,504	2,505
Current assets of discontinued operations	0	40,038
Total current assets	82,484	82,024
Long-term assets:
Property and equipment, net	121,294	106,557
Goodwill	217,814	89,806
Intangible assets, net	183,826	68,834
Other non-current assets	33,462	877
Total long-term assets	556,396	266,074
Total assets	638,880	348,098
Current liabilities:
Accounts payable	76,075	40,315
Accrued telecommunications costs	5,277	11,048
Deferred customer revenue	16,030	10,226
Other accrued liabilities	41,831	23,948
Current portion of capital leases	3,027	3,003
Current portion of long-term debt	24,500	26,500
Current liabilities from discontinued operations	0	34,864
Total current liabilities	166,740	149,904
Long-term liabilities:
Non-current portion of long-term debt	580,020	410,736
Non-current portion of capital lease	3,316	3,823
Other non-current liabilities	7,657	12,847
Total non-current liabilities	590,993	427,406
Stockholders’ deficit:
Preferred stock, $0.01 par value, 10,000 shares authorized, 15 and 0 shares issued and outstanding, respectively	0	0
Common stock, $0.01 par value; 150,000 shares authorized, 78,415 and 25,161 shares issued and outstanding, respectively	784	252
Additional paid-in capital	145,377	5,824
Accumulated deficit	(264,752)	(236,477)
Accumulated other comprehensive (loss) income	(262)	1,189
Total stockholders’ deficit	(118,853)	(229,212)
Total liabilities and stockholders’ deficit	$ 638,880	$ 348,098

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Current assets:
Allowance for doubtful accounts	$ 6,077	$ 2,652
Stockholders’ deficit:
Preferred Stock, Par Value	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized	10,000	10,000
Preferred Stock, Shares Issued	15	0
Preferred Stock, Shares Outstanding	15	0
Common Stock, Par Value	$ 0.01	$ 0.01
Common Stock, Shares Authorized	150,000	150,000
Common Stock, Shares Issued	78,415	25,161
Common Stock, Shares Outstanding	78,415	25,161

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Statement [Abstract]
Revenues	$ 120,803	$ 116,677	$ 223,714	$ 231,743
Cost of revenue (exclusive of depreciation and amortization, shown below)	66,189	63,039	121,316	125,899
Gross profit	54,614	53,638	102,398	105,844
Operating expenses:
Selling, general and administrative expenses	43,001	29,009	66,767	61,334
Depreciation and amortization	16,712	17,625	31,441	33,642
Impairment losses on intangible assets	0	0	2,314	0
Foreign currency loss (gain)	241	(131)	511	(166)
Total operating expenses	59,954	46,503	101,033	94,810
Operating (loss) income	(5,340)	7,135	1,365	11,034
Other (expense) income:
Interest expense, net	(17,608)	(11,852)	(29,370)	(21,481)
Loss on debt extinguishment	(14,414)	0	(14,414)	0
Other (expense) income	(211)	(28)	(168)	50
Total other expense	(32,233)	(11,880)	(43,952)	(21,431)
Loss before income taxes	(37,573)	(4,745)	(42,587)	(10,397)
Provision for income taxes	3,872	44	4,869	(1,354)
Net loss from continuing operations	(33,701)	(4,701)	(37,718)	(11,751)
Net income (loss) from discontinued operations	15,179	(4,743)	6,218	(8,133)
Net loss	(18,522)	(9,444)	(31,500)	(19,884)
Other comprehensive income (loss):
Cumulative translation adjustment	(655)	44	(1,451)	(256)
Comprehensive loss	(19,177)	(9,400)	(32,951)	(20,140)
Net loss from continuing operations	(33,701)	(4,701)	(37,718)	(11,751)
Preferred stock dividends (Note 5)	(787)	0	(787)	0
Net loss attributable to common stockholders	$ (34,488)	$ (4,701)	$ (38,505)	$ (11,751)
Basic and diluted loss per common share from continuing operations	$ (0.59)	$ (0.19)	$ (0.92)	$ (0.47)
Basic and diluted loss per common share from discontinued operations	$ 0.26	$ (0.19)	$ 0.15	$ (0.32)
Basic and diluted weighted average common shares outstanding	58,248	25,161	41,796	25,161

Condensed Consolidated Stateme5

Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - 6 months ended Jun. 30, 2018 - USD ($) $ in Thousands	Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income	Accumulated Deficit	Total
Beginning Balance, Shares at Dec. 31, 2017	0	25,161
Beginning Balance, Amount at Dec. 31, 2017	$ 0	$ 252	$ 5,824	$ 1,189	$ (236,477)	$ (229,212)
Cumulative effect of change in accounting principle					3,725	3,725
Adjusted Beginning Balance, Shares	0	25,161
Adjusted Beginning Balance, Amount	$ 0	$ 252	5,824	1,189	(232,752)	(225,487)
Preferred Series D issued (note 16), Shares	15
Preferred Series D issued (note 16), Amount			15,000			15,000
Payment of Preferred Series D dividend					(500)	(500)
Distribution of the Birch Consumer Segment (Note 3)				(21,503)		(21,503)
Common stock issued in Birch reverse acquisition (Note 4), Shares		49,896
Common stock issued in Birch reverse acquisition (Note 4), Amount		$ 499	131,468			131,967
Common stock issued in MegaPath acquisition (Note 4), Shares		1,679
Common stock issued in MegaPath acquisition (Note 4), Amount		$ 17	6,431			6,448
Common stock issued in a previous acquisition by the legacy Fusion company, Shares		129
Common stock issued in a previous acquisition by the legacy Fusion company, Amount		$ 1	499			500
Proceeds from the sale of common stock, net of costs, Shares		1,524
Proceeds from the sale of common stock, net of costs, Amount		$ 15	7,493			7,508
Net loss					(31,500)	(31,500)
Cumulative translation adjustment				(1,451)		(1,451)
Proceeds from exercise of stock options	$ 26		73			73
Stock based compensation			92			92
Ending Balance, Shares at Jun. 30, 2018	15	78,415
Ending Balance, Amount at Jun. 30, 2018	$ 0	$ 784	$ 145,377	$ (262)	$ (264,752)	$ (118,853)

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Cash flows from operating activities:
Net loss from continuing operations	$ (37,718)	$ (11,751)
Net loss from discontinued operations	6,218	(8,133)
Net loss	(31,500)	(19,884)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization	31,441	33,642
Deferred financing amortization	2,142	1,882
OID Interest	1,688	850
Deferred taxes	(2,453)	0
Gain on disposal of fixed assets	211	(26)
Loss on impairment of property, plant and equipment	2,314	0
Loss on extinguishment of debt	14,414	0
Non-cash share-based compensation	92	30
Changes in operating assets and liabilities:
Accounts receivable	(16,062)	3,403
Inventory, net	(188)	(298)
Prepaid expenses and other current assets	945	(547)
Other assets	(4,786)	301
Accounts payable	25,935	10,129
Other liabilities	(7,446)	(10,358)
Net cash provided by operating activities - continuing operations	10,529	27,257
Net cash used in operating activities - discontinued operations	(8,614)	(1,202)
Net cash provided by operating activities	1,915	26,055
Cash flows from investing activities:
Acquisitions	(20,565)	0
Purchase of property and equipment	(15,369)	(17,927)
Proceeds from disposal of fixed assets	22	26
Net cash used in investing activities - continuing operations	(35,912)	(17,901)
Net cash used in investing activities - discontinued operations	(1,498)	(4,713)
Net cash used in investing activities	(37,410)	(22,614)
Cash flows from financing activities:
Proceeds from notes payable and long-term debt	650,000	15,000
Repayment of debt obligation	(551,494)	(11,375)
Payment of capital lease obligations	(1,840)	(2,210)
Deferred financing costs and discounts	(50,383)	(4,325)
Issuance of Note Receivable	(25,000)	0
Issuance of preferred stock	14,500	0
Proceeds from the sale of common stock	7,508	0
Proceeds from stock options	73	0
Net cash provided by (used in) financing activities - continuing operations	43,364	(2,910)
Net increase in cash and cash equivalents - continuing operations	17,981	6,446
Net (decrease) in cash and cash equivalents - discontinued operations	(10,112)	(5,915)
Net increase in cash and cash equivalents	7,869	531
Cash and cash equivalents at beginning of period	5,757	8,208
Foreign currency translation effect on cash	(91)	27
Cash and cash equivalents at end of period	13,535	8,766
Supplemental Disclosure of Cash Flow Information:
Interest paid	19,096	18,064
Income tax paid	0	217
Non-cash purchases of property and equipment	1,157	0
Non-cash issuance of stock for acquisition	138,915	0
Non-cash dividend	$ 500	$ 0

Organization and Business

Organization and Business	6 Months Ended
	Jun. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business	Fusion Connect, Inc. is a Delaware corporation incorporated in September 1997 (“Fusion”). The Company (as defined below) is a provider of integrated cloud solutions, including cloud voice, cloud connectivity, cloud infrastructure, cloud computing and managed cloud-based applications, and business services to small, medium and large businesses. We are focused on becoming our business customers’ single source for leveraging the increasing power of the cloud, providing a robust package of what we believe to be the essential services that form the foundation for their successful migration to, and efficient use of, the cloud. Our products and services include cloud voice and Unified Communications-as-a-Service, improving communication collaboration on virtually any device, virtually anywhere; and cloud connectivity services, securely and reliably connecting customers to the cloud with managed network solutions that are designed to increase quality and optimize network efficiency and contact center solutions. Our cloud computing and Infrastructure-as-a-Service solutions are designed to provide our larger enterprise customers with a platform on which additional cloud services can be layered. Complemented by our Software-as-a-Service solutions, such as security and business continuity, our advanced cloud offerings include private and hybrid cloud, storage, backup and recovery and secure file sharing that allow our customers to experience the increased efficiencies and agility delivered by the cloud. On May 4, 2018 (the “Birch Closing Date”), Fusion, completed the previously announced merger (the “Birch Merger”) of its wholly-owned subsidiary, Fusion BCHI Acquisition LLC (“BCHI Merger Sub”), with and into Birch Communications Holding, Inc., a Georgia corporation (“Birch”), in accordance with the terms of the Agreement and Plan of Merger, dated as of August 26, 2017, as amended, among Fusion, Birch Merger Sub and Birch (the “Birch Merger Agreement”). As a result of the Birch Merger, each then existing subsidiary of Birch became an indirect-wholly owned subsidiary of Fusion. On May 4, 2018, Fusion also changed its corporate name from Fusion Telecommunications International, Inc. to Fusion Connect, Inc. For accounting purposes, the Birch Merger is treated as a “reverse acquisition” under generally acceptable accounting principles in the United States (“U.S. GAAP”) and Birch is considered the accounting acquirer. Birch was determined to be the accounting acquirer based on the terms of the Birch Merger Agreement and other factors, such as relative stock ownership following the Birch Closing Date. Accordingly, Birch’s historical results of operations replace Fusion’s historical results of operations for all periods prior to the Birch Merger and, for all periods following the Birch Merger, the results of operations of the combined company will be included in the Fusion’s financial statements. In addition, as previously disclosed, on June 15, 2018 (the “MegaPath Closing Date”), the Company (as defined below) completed its acquisition of MegaPath Holding Corp., a Delaware corporation (“MegaPath”) through a merger (the “MegaPath Merger”) of Fusion MPHC Acquisition Corp. (“MegaPath Merger Sub”), with and into MegaPath, in accordance with the terms of the Agreement and Plan of Merger, dated as of May 4, 2018, among the Company, MegaPath, MegaPath Merger Sub and Shareholder Representative Services, LLC, as stockholder representative (the “MegaPath Merger Agreement”). This quarterly report on Form 10-Q relates to the Company’s three and six-month periods ended June 30, 2018, which six-month period includes the date of the completion of the Birch Merger, and is therefore Fusion’s first quarterly report on Form 10-Q that includes results of operations for the combined company, including Birch and MegaPath. Unless the context otherwise requires, references to the “Company,” the “combined company” “we,” “our” or “us” in this report refer to Fusion and its subsidiaries following the completion of the Birch Merger and, as applicable, the MegaPath Merger and references to “Fusion” refers to the Company prior to the completion of the Birch Merger. Except as otherwise noted, references to “common stock” in this report refers to common stock, par value $0.01 per share, of Fusion. On May 4, 2018, Fusion effected a 1-for-1.5 reverse split of its common stock (the “Reverse Split”). Unless noted otherwise, any share or per share amounts in this report, the accompanying unaudited condensed consolidated financial statements and related notes give retroactive effect to the Reverse Split. See note 4 for additional information on the reverse acquisition and the Company’s acquisition of MegaPath.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	Basis of Presentation The accompanying unaudited condensed consolidated financial statements should be read in conjunction with Birch’s audited financial statements and notes thereto included in the Form 8-K filed by Fusion with the Securities and Exchange Commission (“SEC”) on May 10, 2018. The December 31, 2017 balance sheet information included herein was derived from the audited financial statements of Birch as of that date. The accompanying condensed consolidated financial statements have been prepared in accordance with US GAAP for interim financial information, the instructions for Form 10-Q and the rules and regulations of the SEC. Accordingly, since they are interim statements, the accompanying unaudited condensed consolidated financial statements do not include all of the information and notes required by US GAAP for annual financial statements, but reflect all adjustments consisting of normal, recurring adjustments, that are necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. Management believes that the disclosures made in these unaudited condensed consolidated interim financial statements are adequate to make the information not misleading. Interim results are not necessarily indicative of the results that may be expected for the 2018 fiscal year or for any other future periods. Certain reclassifications have been made to the prior period consolidated financial statements to conform to the current period presentation, including the transfer of certain assets from intangibles to property and equipment. Principles of Consolidation The financial statements include the accounts of the Company and each of its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of these financial statements requires management of the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and disclosure of contingent assets and liabilities. Actual results may differ substantially from these estimates. The results of operations for the three and six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the full fiscal year or any other future periods. Segment Reporting Operating segments are defined as components of an enterprise for which discrete financial information is available and evaluated regularly by a company's chief operating decision maker in deciding how to allocate resources and assess performance. The Company has only one reportable segment – Business Services. Notes Receivable The Company recorded a notes receivable of $25.0 million in conjunction with the Vector Facility (as herein defined) and is classified as other non-current assets on its balance sheet as of June 30, 2018. See note 13 for additional information relating to the Vector Facility. Fair Value of Financial Instruments The carrying value of certain financial instruments such as accounts receivable, accounts payable and accrued expenses, approximates their fair values due to their short term nature. Income Taxes The accounting and reporting requirements with respect to accounting for income taxes require an asset and liability approach. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amount expected to be realized. In accordance with U.S. GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce net assets. Stock-Based Compensation The Company recognizes expense for its employee stock-based compensation based on the fair value of the awards on the date of grant. The fair values of stock options are estimated on the date of grant using the Black-Scholes option valuation model. The use of the Black-Scholes option valuation model requires the input of subjective assumptions. Compensation cost, net of estimated forfeitures, is recognized ratably over the vesting period of the related stock-based compensation award. For transactions in which goods or services are received from non-employees in return for the issuance of equity instruments, the expense is recognized in the period when the goods and services are received at the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more readily determinable. Revenue Recognition Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and represents the unit of account in applying the new revenue recognition guidance. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s performance obligations are satisfied over time as services are rendered or at a point in time depending on when the customer obtains control of the promised goods or services. Revenue is recognized when obligations under the terms of a contract with the customer are satisfied; generally, this occurs when services are rendered. Customer revenue includes revenue received from the sale of integrated cloud solutions and business services and is comprised of monthly recurring charges, usage charges and initial nonrecurring charges. Monthly recurring charges include the fees paid by customers for services. Monthly recurring charges are recognized over the period that the corresponding services are rendered to customers. Usage charges consist of per-use sensitive fees paid for calls made. Additionally, access charges are comprised of charges paid primarily by interexchange carriers for the origination and termination of interexchange toll and toll-free calls. Usage and access charges are recognized monthly as the services are provided. Initial nonrecurring charges consist primarily of installation charges and revenue derived from sales of communications equipment such as phones. The Company recognizes installation revenue when the installation is complete. Deferred Commissions Direct incremental costs of obtaining a contract, consisting of sales commissions, are deferred and amortized over the estimated life of the customer, which is currently 36 months. We calculate the estimated life of the customer on an annual basis. The Company classifies deferred commissions as prepaid expenses or other noncurrent assets based on the timing of when it expects to recognize the expense. Accounts Receivable Accounts receivable are stated at the amount management expects to collect from outstanding balances. Management provides for uncollectible amounts through a charge to earnings and a credit to a valuation allowance based on its assessment of the current status of individual accounts. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. Recent Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”). ASUs not discussed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated balance sheets or statements of operations. In July 2017, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation: Scope of Modification Accounting In February 2016, the FASB issued ASU No. 2016-02, Leases In May 2014, the FASB issued new guidance related to revenue recognition, ASU 2014-09, Revenue from Contracts with Customers In March 2016, April 2016 and December 2016, the FASB issued ASU No. 2016-08, Revenue From Contracts with Customers Principal Versus Agent Considerations Revenue From Contracts with Customers Identifying Performance Obligations and Licensing Technical Corrections and Improvements to Topic 606 Revenue From Contracts with Customers Revenue from Contracts with Customers

Discontinued Operations

Discontinued Operations	6 Months Ended
	Jun. 30, 2018
Discontinued Operations and Disposal Groups [Abstract]
Discontinued Operations	As a condition to closing the transactions contemplated by the Birch Merger Agreement (see note 4), Birch was required to spin-off its U.S.-based consumer customers, wireless customers and its small business customer-base (which include those business customers with $111 per month or less of monthly revenue) and assets associated with the support of those customers (collectively, the “Birch Consumer Segment”). Accordingly, prior to closing the Birch Merger on the Birch Closing Date, Birch distributed the assets and liabilities associated with the Birch Consumer Segment to the pre-merger Birch shareholders. At the time of the distribution, the Birch Consumer Segment met the criteria in ASC 205-20-45 for discontinued operations and, as a result, the assets, liabilities and results of operations associated with the Birch Consumer Segment have been classified as discontinued operations for all periods presented in the accompanying unaudited condensed consolidated balance sheet, statements of operations and statements of cash flows. Summarized results for discontinued operations are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Revenues $ 7,848 $ 24,988 $ 30,768 $ 51,755 Cost of revenues, exclusive of depreciation and amortization, shown separately below 5,035 16,791 20,482 34,199 Gross profit 2,813 8,197 10,286 17,556 Selling, general and administrative expenses 3,824 7,763 11,809 15,738 Depreciation and amortization 500 3,684 2,008 6,873 Impairment losses on intangible assets - - 5,379 - Total operating expenses 4,324 11,447 19,196 22,611 Operating loss on discontinued operations (1,511 ) (3,250 ) (8,910 ) (5,055 ) Other (expenses) income: Interest expense (607 ) (1,493 ) (2,169 ) (3,078 ) Gain on extinguishment of debt 17,297 - 17,297 - Net income (loss) on discontinued operations $ 15,179 $ (4,743 ) $ 6,218 $ (8,133 ) The carrying amounts of assets and liabilities associated with discontinued operations are as follows (in thousands): December 31, 2017 Accounts receivable, net of allowance for doubtful accounts of approximately $1,917, respectively $ 9,549 Prepaid expenses 1,259 Inventory 37 Property and equipment, net 1,708 Goodwill 3,550 Intangible assets 23,935 Total current assets of discontinued operations $ 40,038 Accounts payable and accrued expenses $ 8,469 Deferred customer revenue 2,375 Other accrued liabilities 10,320 Debt 13,700 Total current liabilities of discontinued operations $ 34,864

Acquisitions

Acquisitions	6 Months Ended
	Jun. 30, 2018
Business Combinations [Abstract]
Acquisitions	Birch On the Birch Closing Date, Birch merged with and into BCHI Merger Sub, with BCHI Merger Sub surviving the merger as a wholly-owned subsidiary of Fusion. For accounting purposes, the Birch Merger is treated as a “reverse acquisition” under U.S. GAAP and Birch is considered the accounting acquirer. Birch was determined to be the accounting acquirer based on the terms of the Birch Merger Agreement and other factors, such as relative stock ownership of the Company following the Birch Merger. Accordingly, Birch’s historical results of operations replace Fusion’s historical results of operations for all periods prior to the Birch Merger and, for all periods following the Birch Merger, the results of operations of the combined company will be included in the Fusion’s financial statements. All share numbers and other information about equity securities prior to the acquisition of Birch in this report relate to legacy Fusion. On the Birch Closing Date, all of the outstanding shares of common stock, par value $0.01 per share, of Birch (other than treasury shares or shares owned of record by any Birch subsidiary) were cancelled and converted into the right to receive, in the aggregate, 49,896,310 shares (the “Merger Shares”) of Fusion common stock, which constituted approximately 65.5% of the then issued and outstanding shares of Fusion common stock on that date. Pursuant to subscription agreements executed by each of the former shareholders of Birch, the Merger Shares were issued in the name of, and are held by, BCHI Holdings, LLC, a Georgia limited liability company (“BCHI Holdings”). The fair value of assets acquired and liabilities assumed as a result of the Birch and Fusion combination is based upon management’s estimates which have been derived, in part, from an analysis provided by an independent third-party valuation firm. The assumptions are subject to change for a period of up to one year from date of the Birch Merger. Critical estimates in valuing certain intangible assets include but are not limited to future expected cash flows from customer relationships and the trade name, present value and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from those estimates. The preliminary purchase price allocation is as follows (in thousands): Useful life (in years) Purchase consideration for invested capital $ 221,172 Less: debt (89,205 ) Total purchase consideration for equity $ 131,967 Cash $ 28,176 Accounts receivable 8,684 Other current assets 2,444 Property and equipment 13,008 Other noncurrent assets 1,220 Intangible assets: Developed technology 4,710 3 Trademark 49,500 10 Customer relationships 41,100 15 Goodwill 99,253 Deferred revenue (1,200 ) Other liabilities, including debt (114,928 ) $ 131,967 The excess of the purchase price over the assets acquired and liabilities assumed represents goodwill. The goodwill is primarily attributable to the synergies expected to arise from the combination and is not expected to be deductible for tax purposes. MegaPath Holding Corporation On June 15, 2018, the MegaPath Closing Date, the Company completed its acquisition of MegaPath. As required by the terms of the MegaPath Merger Agreement, the Company paid approximately $61.5 million of the $71.5 million purchase price in cash, with approximately $10 million of the purchase price paid in 1,679,144 shares of Fusion’s common stock, at an agreed upon price of $5.775 per share. As a result of the fixed price at which the Fusion shares were issued, from an accounting standpoint, the total purchase price actually paid by Fusion was $68.3 million. Of the cash consideration, $2.5 million was deposited into an escrow account to be held for one year to secure the indemnification obligations in favor of the Company under the MegaPath Merger Agreement. The cash consideration, as well as certain expenses associated with the acquisition of MegaPath, were funded from approximately $62.0 million of borrowings under the First Lien Credit Agreement (as defined in note 13). See note 13 for additional information regarding the First Lien Credit Agreement. The preliminary purchase price allocation is as follows (in thousands): Useful life (in years) Purchase consideration for invested capital $ 68,251 Working capital 3,779 Debt (12,181 ) Total purchase consideration for equity $ 59,849 Cash $ 4,660 Accounts receivable 2,539 Other current assets 1,347 Property and equipment 6,319 Other noncurrent assets 1,602 Intangible assets: Developed technology 10,610 3 Trademark 7,100 10 Customer relationships 17,800 15 Goodwill 28,755 Deferred revenue (1,400 ) Other liabilities, including debt (19,483 ) $ 59,849 The following summarized unaudited consolidated pro forma information presents the results of operations of the Company had each of the Birch Merger and the MegaPath Merger occurred on January 1, 2017 (in thousands except per share information): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Revenues $ 145,996 $ 173,200 $ 296,048 $ 342,827 Net loss (27,714 ) (14,214 ) (46,483 ) (29,997 ) Basic and diluted net loss per share (0.48 ) (0.56 ) (1.11 ) (1.19 ) The summarized unaudited consolidated pro forma results set forth in this note are not necessarily indicative of results that would have occurred if the Birch Merger and the MegaPath Merger had been in effect for the periods presented. Further, these pro forma results are not intended to be a projection of future results. During the three and six months ended June 30, 2018, total acquisition costs related to the Birch merger and the MegaPath Merger were $9.9 million and $10.6 million, respectively. These costs are included in selling, general and administrative (“SG&A”) expenses on the accompanying unaudited condensed consolidated statement of operations.

Loss per share

Loss per share	6 Months Ended
	Jun. 30, 2018
Earnings Per Share [Abstract]
Loss per share	Basic and diluted loss per share is computed by dividing the loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Numerator Net loss from continuing operations $ (33,701 ) $ (4,701 ) $ (37,718 ) $ (11,751 ) Net income (loss) from discontinued operations 15,179 (4,743 ) 6,218 (8,133 ) Total net loss (18,522 ) (9,444 ) (31,500 ) (19,884 ) Undeclared dividends on Preferred Series D (287 ) - (287 ) - Dividends paid on Preferred Series D (500 ) - (500 ) - Total net loss less Preferred Series D dividends $ (19,309 ) $ (9,444 ) $ (32,287 ) $ (19,884 ) Denominator Basic and diluted weighted average common shares outstanding 58,248 25,161 41,796 25,161 (Loss) income per share basic and diluted From continuing operations $ (0.59 ) $ (0.19 ) $ (0.92 ) $ (0.47 ) From discontinued operations $ 0.26 $ (0.19 ) $ 0.15 $ (0.32 ) From the Birch Closing Date through June 30, 2018, dilutive securities excluded from the calculation of diluted earnings per common share because of their anti-dilutive effects were as follows: Warrants 1,105,278 Stock Options 1,955,295

Prepaid Expenses

Prepaid Expenses	6 Months Ended
	Jun. 30, 2018
Prepaid Expense and Other Assets [Abstract]
Prepaid Expenses	Prepaid expenses are as follows (in thousands): June 30, 2018 December 31, 2017 Insurance and benefits $ 1,175 $ 252 Rent 642 907 Software subscriptions 3,137 1,448 Hardware maintenance 1,255 1,517 Commissions 2,292 - Line costs 667 706 Taxes 613 883 Other 662 577 $ 10,443 $ 6,290

Property and Equipment

Property and Equipment	6 Months Ended
	Jun. 30, 2018
Property, Plant and Equipment [Abstract]
Property and Equipment	Property and equipment consist of the following (in thousands): June 30, 2018 December 31, 2017 Telecommunications equipment $ 100,722 $ 85,472 Leasehold improvements 11,110 10,591 Office equipment 1,838 1,731 Buildings and building improvements 1,540 1,540 Furniture and fixtures 5,597 5,160 Computer Software 36,632 32,663 Land 470 470 Automobiles 53 56 Onboarding 23,893 15,727 Network transition 50,199 45,863 Construction-in-progress 4,468 3,680 Total owned assets 236,522 202,953 Less: accumulated depreciation (139,949 ) (120,761 ) Net owned assets 96,573 82,192 Capital lease assets 40,084 38,123 Less: accumulated depreciation (15,363 ) (13,758 ) Net capital lease assets 24,721 24,365 Property and equipment, net $ 121,294 $ 106,557 For the three months ended June 30, 2018 and 2017, depreciation expense was $10.8 million and $11.8 million, respectively. For the six months ended June 30, 2018 and 2017, depreciation expense was $20.6 million and $22.0 million, respectively.

Goodwill

Goodwill	6 Months Ended
	Jun. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	During the six months ended June 30, 2018, goodwill activity is as follows (in thousands): Balance, January 1, 2018 $ 89,806 Acquisitions (note 4): Birch reverse Merger 99,253 MegaPath 28,755 Balance, June 30, 2018 $ 217,814

Intangible Assets

Intangible Assets	6 Months Ended
	Jun. 30, 2018
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Intangible Assets	Intangible assets are as follows (in thousands): June 30, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Total Gross Carrying Amount Accumulated Amortization Total Subscriber acquisition costs $ 134,849 $ (24,521 ) $ 110,328 $ 77,189 $ (20,918 ) $ 56,271 Tradenames and trademarks 66,846 (8,333 ) 58,513 13,146 (6,174 ) 6,972 Proprietary technology 15,320 (335 ) 14,985 - - - Noncompete agreement - - - 3,000 (3,000 ) - Commissions - - - 7,683 (2,092 ) 5,590 Total acquired intangibles $ 217,015 $ (33,189 ) $ 183,826 $ 101,018 $ (32,184 ) $ 68,834 During the three months ended June 30, 2018 and 2017, the Company recorded no impairment charges. During the six months ended June 30, 2018 and 2017, the Company recorded impairment charges on certain intangible assets of $2.3 million and $0, respectively. For the three months ended June 30, 2018 and 2017, amortization expense was $5.9 million and $5.8 million, respectively. For the six months ended June 30, 2018 and 2017, amortization expense was $10.8 million and $11.6 million, respectively. Estimated future aggregate amortization expense is expected to be as follows (in thousands): remainder of 2018 $ 14,743 2019 23,678 2020 23,678 2021 20,728 2022 18,571 Thereafter 82,428 $ 183,826

Other Accrued Liabilities

Other Accrued Liabilities	6 Months Ended
	Jun. 30, 2018
Accrued Liabilities [Abstract]
Other Accrued Liabilities	Other accrued expenses are as follows (in thousands): June 30, 2018 December 31, 2017 Compensation and benefits $ 5,813 $ 2,462 Bonus 3,585 729 Taxes 4,775 169 Interest 10,552 8,219 Facility restructuring (note 11) 1,885 3,131 Legal settlements 10,940 13,360 Professional fees 6,920 1,389 Deferred tax 481 2,934 Sales commissions 929 965 Customer deposits 1,056 429 Other 2,552 3,008 49,488 36,795 Less noncurrent portion: Legal settlements (6,100 ) (8,520 ) Deferred tax (481 ) (2,934 ) Other (1,076 ) (1,393 ) Total other non-current liabilities (7,657 ) (12,847 ) Current portion of other accrued liabilities $ 41,831 $ 23,948

Restructuring Event

Restructuring Event	6 Months Ended
	Jun. 30, 2018
Restructuring and Related Activities [Abstract]
Restructuring Event	During 2018 and 2017, the Company implemented strategic re-alignments that included reductions in headcount, facility costs and other operating costs. The following table summarizes changes to the accrued liability associated with the restructuring for the six months ended June 30, 2018 and 2017 (in thousands): Employee Costs (1) Facility Exit Costs (2) Other Costs Total Balance, January 1, 2018 $ 107 $ 3,131 $ 24 $ 3,262 Expenses 3,045 534 42 3,621 Payments (2,877 ) (1,780 ) (66 ) (4,723 ) Balance, June 30, 2018 275 1,885 - 2,160 Balance, January 1, 2017 $ - $ - $ - $ - Expenses 810 2,416 - 3,226 Payments (56 ) (31 ) - (87 ) Balance, June 30, 2017 $ 754 $ 2,385 $ - $ 3,139 __________ (1) As of June 30, 2018, the remaining employee-related liability will be paid within four months and approximates fair value due to the short discount period. (2) These charges represent the present value of expected lease payments and direct costs to obtain a sublease, reduced by estimated sublease rental income. The timing and amount of estimated cash flows will continue to be evaluated each reporting period.

Equipment and Network Infrastru

Equipment and Network Infrastructure Financing Obligations	6 Months Ended
	Jun. 30, 2018
Capital Lease Obligations [Abstract]
Equipment and Network Infrastructure Financing Obligations	From time to time, the Company enters into capital lease arrangements to finance the purchase of network hardware and software utilized in its operations. These arrangements require monthly payments over a period of 2 to 20 years with interest rates ranging between 2.0% and 8.3% per annum. The Company’s equipment and network infrastructure financing obligations are as follows (in thousands): June 30, December 31, 2018 2017 Equipment financing obligations $ 2,345 $ 1,292 IRU (1) 4,822 6,415 Amount representing interest (824 ) (881 ) Present value of minimum lease payments 6,343 6,826 Less current portion (3,027 ) (3,003 ) Non-current portion $ 3,316 $ 3,823 __________ (1) Purchase of an indefeasible right to use (“IRU”) fiber network infrastructure owned by others. The payment obligations under capital leases are as follows (in thousands): remainder of 2018 $ 1,999 2019 2,211 2020 818 2021 442 2022 245 Thereafter 1,452 $ 7,167

Long-Term Debt

Long-Term Debt	6 Months Ended
	Jun. 30, 2018
Debt Disclosure [Abstract]
Long-Term Debt	Debt consists of the following (in thousands): June 30, 2018 First Lien Credit Agreement: Tranche A Term Loan $ 45,000 Tranche B Term Loan 510,000 Revolving Facility - Second Lien Credit Agreement – Term Loan 85,000 Subordinated Note 10,000 Bircan Notes Payable 3,348 653,348 Less: Discounts (48,828 ) Current portion (24,500 ) Non-current portion $ 580,020 On the Birch Closing Date, the Company entered into a First Lien Credit and Guaranty Agreement (the “First Lien Credit Agreement”) with Wilmington Trust, National Association, as Administrative Agent and Collateral Agent (in such capacities, the “First Lien Agent”), the lenders party thereto (the “First Lien Lenders”), and all of the U.S.-based subsidiaries of the Company, as guarantors thereunder (the “Guarantors”), pursuant to which the First Lien Lenders extended (a) term loans to the Company in an aggregate principal amount of $555.0 million, consisting of the “Tranche A Term Loan” and “Tranche B Term Loan,” in an aggregate principal amount of $45.0 million and $510.0 million, respectively (collectively, the “First Lien Term Loan”), and (b) a revolving facility in an aggregate principal amount of $40.0 million (the “Revolving Facility”, and together with the First Lien Term Loan, the “First Lien Facility”). Borrowings under the First Lien Credit Agreement are computed based upon either the then current “base rate” of interest or “LIBOR” rate of interest, as selected by the Company at the time of its borrowings. Interest on borrowings that the Company designates as “base rate” loans bear interest per annum at the greatest of (a) the prime rate published by the Wall Street Journal, (b) the federal funds effective rate as published by the Federal Reserve Bank of New York plus 0.5%, (c) the Adjusted LIBOR Rate (as defined below) with an interest period of one month plus 1%, or (d)(i) 1% (for the Revolving Facility) or (ii) 2% (for the First Lien Term Loan) (collectively, the “Base Rate”); plus plus In addition, the Company simultaneously entered into a Second Lien Credit and Guaranty Agreement (the “Second Lien Credit Agreement”, and with the First Lien Credit Agreement, the “Credit Agreements”), by and among the Company, the Guarantors, Wilmington Trust, National Association, as Administrative Agent and Collateral Agent (in such capacities, the “Second Lien Agent”, and together with the First Lien Agent, collectively the “Agents”), and the lenders party thereto (the “Second Lien Lenders”, and together with the First Lien Lenders, the “Lenders”), pursuant to which the Second Lien Lenders extended a term loan in the aggregate principal amount of $85.0 million (the “Second Lien Term Loan”, and collectively with the First Lien Term Loan, the “Term Loans”, and collectively with the First Lien Facility, the “Credit Facilities”). Borrowings under the Second Lien Credit Agreement are computed based upon either the then current “base” rate of interest or “LIBOR” rate of interest, as selected by the Company at the time of its borrowings. The interest on borrowings, under the Second Lien Term Loan that the Company designates as “base rate” loans, bear interest per annum at Base Rate plus As of June 30, 2018, the Credit Facilities (including the Revolving Facility) bear interest at a weighted-average rate of approximately LIBOR plus 7.6%. Excluding the Revolving Facility, the Credit Facilities bear interest at a weighted-average rate of approximately LIBOR plus 7.7%. In connection with the Credit Facilities, the Company entered into (i) a First Lien Pledge and Security Agreement with the First Lien Agent and (ii) a Second Lien Pledge and Security Agreement with the Second Lien Agent, pursuant to which the Company and the Guarantors pledged substantially all of their owned and after acquired property as security for the obligations under the Credit Agreements, including the capital stock of the Guarantors and other direct and indirect subsidiaries of the Company (subject to certain limitations and restrictions set forth in these agreements). Under the Credit Agreements, the Company is subject to a number of affirmative and negative covenants, including but not limited to, restrictions on paying indebtedness subordinate to its obligations to the Lenders, incurring additional indebtedness, making capital expenditures, dividend payments and cash distributions by subsidiaries. Furthermore, the Company is required to comply with various financial covenants, including net leverage ratio, fixed charge coverage ratio and maximum levels of consolidated capital expenditures; and its failure to comply with any of the restrictive or financial covenants could result in an event of default and accelerated demand for repayment of its indebtedness. As of June 30, 2018, the Company was in compliance with these financial covenants. The proceeds of the Term Loans were used, in part, to refinance all of the existing indebtedness of Fusion and its subsidiaries (including Birch), under (i) the Credit Agreement, dated as of November 14, 2016, as amended, among Fusion NBS Acquisition Corp., a subsidiary of Fusion (“FNBS”), East West Bank (“EWB”), as Administrative Agent, Swingline Lender, an Issuing Bank and a Lender, and the other lenders party thereto; (ii) the Fifth Amended and Restated Securities Purchase Agreement and Security Agreement, dated as of November 14, 2016, as amended, among FNBS, Fusion, the subsidiaries of Fusion guarantors thereto, Praesidian Capital Opportunity Fund III, LP, as Agent, and the lenders party thereto; and (iii) the Credit Agreement, dated as of July 18, 2014, among Birch, Birch Communications, Inc., Cbeyond, Inc., the other guarantors party thereto, the lenders party thereto and PNC Bank, National Association, as Administrative Agent. In addition, the Term Loans were used to repay, in full, approximately $0.9 million of indebtedness under that certain Second Amended and Restated Unsecured Promissory Note, dated November 14, 2016, payable by Fusion to Marvin Rosen. The proceeds were also used to pay the fees and expenses associated with the Birch merger and related transactions, including fees and expenses in connection with the Credit Facilities. The pay-off of the previous credit facilities, including the expensing of the related remaining unamortized debt costs, resulted in a debt extinguishment for accounting purposes. For the three and six months ended June 30, 2018, the Company recorded a loss on debt extinguishment of $14.4 million. For additional information on the previous credit facilities, see Birch’s audited financial statements and notes thereto included in the Form 8-K filed by Fusion with the SEC on May 10, 2018. The Term Loans were also used to make a prepayment of an aggregate of approximately $3.0 million of indebtedness of Birch under related party subordinated notes each dated October 28, 2016, in favor of Holcombe T. Green, Jr., R. Kirby Godsey and the Holcombe T. Green, Jr. 2013 Five-Year Annuity Trust. The remaining balance of $3.3 million was brought forward and is now evidenced by three Amended and Restated Subordinated Notes, each dated as of the Birch Closing Date (the “Bircan Notes”). The Bircan Notes accrue interest at the rate of 12% per annum, with interest due in quarterly installments. The Bircan Notes are being amortized in three equal installments and will be paid off in March 2019. The Bircan Notes are unsecured and the Company’s obligations thereunder are subordinated to amounts borrowed under the Credit Facilities. In addition, $62.0 million of the Tranche B Term Loan was used by the Company to pay the cash portion of the purchase price for MegaPath and certain expenses incurred in connection with that transaction. See note 4 for additional information on the MegaPath Merger. Green Subordinated Note On the Birch Closing Date, Holcombe T. Green, Jr. loaned the Company an additional $10 million, which is evidenced by a subordinated promissory note (the “Green Note”). The Green Note accrues interest at a rate of 13% per annum, was issued with an original issue discount of 4% and matures on the date which is 91 days after the maturity date of the Second Lien Term Loan. Prior to maturity, only interest is payable on the Green Note. The Green Note is unsecured, and obligations thereunder are subordinated to amounts borrowed under the Credit Facilities. Vector Facility In connection with its participation in the Tranche B Term Loan under the First Lien Credit Agreement, Vector Fusion Holdings (Cayman), Ltd. (“Vector”) entered into a separate credit agreement (the “Vector Credit Agreement”) with Goldman Sachs Lending Partners LLC, as administrative agent and lender (“Goldman Sachs”), and U.S. Bank National Association, as collateral agent and collateral custodian, pursuant to which Vector borrowed funds from Goldman Sachs, the proceeds of which were used to purchase Tranche B Term Loans under the First Lien Credit Agreement. In connection therewith, Vector issued to the Company, and the Company purchased from Vector, a $25 million unsecured subordinated note (the “Vector Note”). The Vector Note bears interest at the rate earned by the bank account in which the proceeds of the Vector Note have been deposited and matures on May 3, 2024. The Vector Note is subordinate in right of payment to Vector’s loan from Goldman Sachs. Except in limited circumstances, the Company is not entitled to any distribution on account of the principal, premium or interest or any other amount in respect of the Vector Note until all amounts owed by Vector under the Vector Credit Agreement are paid in full. Similarly, while the Company has the right to declare obligations under the Vector Note to be immediately due and payable upon the occurrence of an event of default (including, without limitation, in the event of any insolvency, bankruptcy or liquidation of Vector), the Company is not entitled to receive any payment on account of the Vector Note until Vector’s obligations under the Vector Credit Agreement are paid in full. The Vector Note is pledged as security for the Company’s obligations under the Credit Facilities. In addition, in connection with its participation in the Tranche B Term Loan, Vector and certain of its affiliates entered into a side letter with the Company pursuant to which Vector is entitled to certain non-voting board observation rights, including the receipt of materials provided to the Company’s board and attendance at regularly scheduled quarterly Company board meetings. Such board observation rights are not transferrable to any assignee of the Tranche B Term Loans. Estimated future aggregate payments for long-term debt are expected are expected to be as follows (in thousands): remainder of 2018 $ 23,068 2019 28,842 2020 38,156 2021 41,625 2022 72,844 Thereafter 448,813 $ 653,348

Obligations Under Asset Purchas

Obligations Under Asset Purchase Agreements	6 Months Ended
	Jun. 30, 2018
Obligations Under Asset Purchase Agreements
Obligations Under Asset Purchase Agreements	In connection with certain historical acquisitions completed by Fusion, the Company has various obligations to the sellers, mainly for payments of portions of the purchase price that have been deferred under the terms of the respective agreements. Such obligations to sellers or other parties associated with these transactions are as follows (in thousands): June 30, December 31, 2018 2017 Customer base acquisitions $ 38 $ - IQMax 447 - 485 Less current portion (1) (485 ) - Long-term portion $ - $ - (1)

Revenues from Contracts with Cu

Revenues from Contracts with Customers	6 Months Ended
	Jun. 30, 2018
Revenue from Contract with Customer [Abstract]
Revenues from Contracts with Customers	The Company adopted ASC 606 using the modified retrospective method by recognizing the cumulative effect of initially applying ASC 606 as an adjustment to the opening balance of stockholders’ equity at January 1, 2018. Under the new guidance, these service revenues continue to be recognized when the services are provided. However, the new requirement to defer incremental contract acquisition and fulfillment costs, including sales commissions and installation costs, and recognize such costs over the period where control of goods and services are transferred resulted in the recognition of additional deferred contract costs in the consolidated balance sheet at the date of adoption. The following table presents the cumulative effect of the changes made to the consolidated balance sheet at January 1, 2018 (in thousands): Balance as of ASC 606 Balance as of December 31, 2017 Transition Adjustment January 1, 2018 Assets Prepaid expenses $ 6,290 $ 2,203 $ 8,493 Intangible assets, net 68,834 (3,304 ) 65,530 Other non-current assets 877 4,826 5,703 $ 76,001 $ 3,725 $ 79,726 Stockholders' Equity Accumulated deficit $ (236,477 ) $ 3,725 $ (232,752 ) The following table summarizes the current impacts associated with the adoption of ASC 606 on the accompanying condensed consolidated balance sheet and statement of operations and comprehensive loss (in thousands): June 30, 2018 Impact of As reported Previous guidance Adoption of ASC 606 Assets Prepaid expenses $ 10,443 $ 8,226 $ 2,217 Intangible assets, net 183,826 189,020 (5,194 ) Other non-current assets 33,462 30,485 2,977 Liabilities Deferred customer revenue (16,030 ) (15,864) (166 ) Stockholders' Equity Accumulated deficit (264,752 ) (264,586 ) (166 ) Amortization of deferred commissions was $0.5 million and $0.9 million for the three and six months ended June 30, 2018, respectively. For the three months ended June 30, 2018 Impact of As reported Previous guidance Adoption of ASC 606 Revenues $ 120,803 $ 120,968 $ (165 ) Selling, general and administrative 43,001 43,668 667 Net Impact $ 77,802 $ 77,300 $ 502 For the six months ended June 30, 2018 Impact of As reported Previous guidance Adoption of ASC 606 Revenues $ 223,714 $ 223,879 $ (165 ) Selling, general and administrative 66,767 67,852 (1,085) Net Impact $ 156,947 $ 156,027 $ (920 ) The impact associated with the adoption of ASC 606 on net income, basic and diluted net loss per share, consolidated statement of operations and the consolidated statement of cash flows were not material for the three and six months ended June 30, 2018. The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period (in thousands): Deferred installation Deferred installation revenue costs Net remaining 2018 $ 21 $ (887 ) $ (866 ) 2019 33 (1,490 ) (1,457 ) 2020 28 (949 ) (921 ) 2021 28 (179 ) (151 ) 2022 and thereafter 11 (18 ) (7 ) $ 121 $ (3,523 ) $ (3,402 ) Summary of disaggregated revenue is as follows (in thousands): For the three months ended June 30, 2018 2017 Monthly recurring $ 104,651 $ 100,388 Usage and other 15,892 15,915 Installation 260 374 Total revenue $ 120,803 $ 116,677 For the six months ended June 30, 2018 2017 Monthly recurring $ 190,562 $ 200,599 Usage and other 32,555 30,344 Installation 597 800 Total revenue $ 223,714 $ 231,743 Summary of revenue by country is as follows (in thousands): For the three months ended June 30, 2018 2017 United States $ 97,302 $ 89,900 Canada 23,501 26,777 Total revenue $ 120,803 $ 116,677 For the six months ended June 30, 2018 2017 United States $ 176,390 $ 204,966 Canada 47,324 26,777 Total revenue $ 223,714 $ 231,743

Equity Transactions

Equity Transactions	6 Months Ended
	Jun. 30, 2018
Equity [Abstract]
Equity Transactions	Private Placements of Common Stock Immediately prior to the closing of the Birch Merger, Fusion entered into three separate common stock purchase agreements and simultaneously consummated the sale of shares of Fusion common stock thereunder. Specifically, Fusion issued and sold (i) 952,382 shares of its common stock, for an aggregate purchase price of approximately $5.0 million, to North Haven Credit Partners II L.P., one of the Second Lien Lenders, which is managed by Morgan Stanley Credit Partners; (ii) 380,953 shares of its common stock, for an aggregate purchase price of approximately $2.0 million, to Aetna Life Insurance Company; and (iii) 190,477 shares of its common stock, for an aggregate purchase price of approximately $1.0 million to Backcast Credit Opportunities Fund I, L.P. In connection with these private placements, Fusion paid an aggregate of $492,000 of fees. Private Placement of Series D Preferred Stock Immediately prior to the closing of the Birch Merger, Fusion entered into a preferred stock purchase agreement with Holcombe T. Green, Jr. pursuant to which it issued and sold to Mr. Green 15,000 shares of its Series D Cumulative Preferred Stock, par value $0.01 per share (the “Series D Preferred Stock”), for an aggregate purchase price of $14.7 million, and Fusion paid a $200,000 closing fee to Mr. Green. The Series D Preferred Stock has a stated value of $15.0 million. The Series D Preferred Stock accrues dividends when, as and if declared by the Company’s board at an annual rate of 12% per annum, payable monthly in arrears on a cumulative basis. From the Birch Closing Date through June 30, 2018, accrued and undeclared dividends were $0.2 million. Stock Options The Company’s The Company recognized compensation expense of $0.1 million from the Birch Closing Date through June 30, 2018. This amount is included in SG&A in the unaudited condensed consolidated statements of operations. The following table summarizes stock option activity for the six months ended June 30, 2018 (number of options in thousands): Number of Options Weighted Average Exercise Price Weighted Average Remaining Contract Term Outstanding at December 31, 2017 - $ - - Acquired in reverse acquisition 1,996 3.48 - Granted - - - Exercised (26 ) 2.67 - Forfeited (14 ) 1.97 - Expired (1 ) 6.35 - Outstanding at June 30, 2018 1,955 3.50 7.79 Exercisable at June 30, 2018 1,428 4.01 7.62 As of June 30, 2018, the Company had approximately $0.7 million of unrecognized compensation expense related to stock options granted under its stock-based compensation plans. This amount is expected to be recognized over a weighted-average period of 1.6 years.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	From time to time, the Company is involved in legal proceedings arising in the ordinary course of business, . In addition, from time to time the Company is involved in various investigations and proceedings relating to its compliance with various federal and state laws, including those relating to its provision of cloud and business services. Defending such proceedings can be costly and can impose a significant burden on the Company’s management and employees. The Company establishes a liability with respect to contingencies when a loss is probable and it is able to reasonably estimate such loss. At June 30, 2018, we believe we have adequate reserves for these liabilities, when taking into account contractual indemnitees that have been provided to the Company. For certain matters in which the Company is involved, for which a loss is reasonably possible, we are not currently able to reasonably estimate the potential loss. While the ultimate resolution of, and costs associated with, these litigation and regulatory matters are uncertain, the Company does not currently believe that any of these pending matters will have a material adverse effect on the Company’s results of operations, financial condition or liquidity.

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2018
Income Tax Disclosure [Abstract]
Income Taxes	During the six months ended June 30, 2018, the Company recorded an income tax benefit of $4.9 million, resulting in an effective tax rate for the same period of approximately 11.43%. The difference between the effective tax rate and the federal statutory rate primarily relates to changes in the valuation allowance on net deferred tax assets and certain discrete items. For the six months ended June 30, 2018, the income tax benefit includes certain refundable credits of which $4.3 million was recorded as a discrete benefit, partially offset by foreign and state taxes and amortization of intangibles with indefinite useful lives. As of June 30, 2018, the Company had a full valuation allowance recorded against all of its net deferred tax assets, exclusive of its deferred tax liabilities with indefinite useful lives. The Company continually reviews the adequacy of the valuation allowance and recognizes the benefits of deferred tax assets only as the reassessment indicates that it is more likely than not that the deferred tax assets will be realized. As of June 30, 2018, the Company does not believe it is more likely than not that the remaining net deferred tax assets will be realized. Should the Company’s assessment change in a future period it may release all or a portion of the valuation allowance at such time, which would result in a deferred tax benefit in the period of adjustment. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the 2017 Tax Act. We recognized some provisional tax impacts related to the revaluation of deferred tax assets and liabilities in our consolidated financial statements for the year ended December 31, 2017, as we did not have all the information regarding the changes of the 2017 Tax Act to determine any impact. The current period includes $2.3 million of tax benefit related to tax reform for certain refundable credits and the release of the valuation against our indefinite lived intangibles. The ultimate impact may differ from those provisional amounts due to, among other things, additional analysis, changes in interpretations and assumptions we have made, additional regulatory guidance that may be issued, and actions we may take as a result of the 2017 Tax Act. Any adjustments made to the provisional amounts under SAB 118 will be recorded as discrete adjustments in the period identified (not to extend beyond the one-year measurement provided in SAB118).

Basis of Presentation and Sum25

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
Basis of Presentation	The accompanying unaudited condensed consolidated financial statements should be read in conjunction with Birch’s audited financial statements and notes thereto included in the Form 8-K filed by Fusion with the Securities and Exchange Commission (“SEC”) on May 10, 2018. The December 31, 2017 balance sheet information included herein was derived from the audited financial statements of Birch as of that date. The accompanying condensed consolidated financial statements have been prepared in accordance with US GAAP for interim financial information, the instructions for Form 10-Q and the rules and regulations of the SEC. Accordingly, since they are interim statements, the accompanying unaudited condensed consolidated financial statements do not include all of the information and notes required by US GAAP for annual financial statements, but reflect all adjustments consisting of normal, recurring adjustments, that are necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. Management believes that the disclosures made in these unaudited condensed consolidated interim financial statements are adequate to make the information not misleading. Interim results are not necessarily indicative of the results that may be expected for the 2018 fiscal year or for any other future periods. Certain reclassifications have been made to the prior period consolidated financial statements to conform to the current period presentation, including the transfer of certain assets from intangibles to property and equipment.
Principles of Consolidation	The financial statements include the accounts of the Company and each of its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates	The preparation of these financial statements requires management of the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and disclosure of contingent assets and liabilities. Actual results may differ substantially from these estimates. The results of operations for the three and six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the full fiscal year or any other future periods.
Segment Reporting	Operating segments are defined as components of an enterprise for which discrete financial information is available and evaluated regularly by a company's chief operating decision maker in deciding how to allocate resources and assess performance. The Company has only one reportable segment – Business Services.
Notes Receivable	The Company recorded a notes receivable of $25.0 million in conjunction with the Vector Facility (as herein defined) and is classified as other non-current assets on its balance sheet as of June 30, 2018. See note 13 for additional information relating to the Vector Facility.
Fair Value of Financial Instruments	The carrying value of certain financial instruments such as accounts receivable, accounts payable and accrued expenses, approximates their fair values due to their short term nature.
Income Taxes	The accounting and reporting requirements with respect to accounting for income taxes require an asset and liability approach. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amount expected to be realized. In accordance with U.S. GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce net assets.
Stock-Based Compensation	The Company recognizes expense for its employee stock-based compensation based on the fair value of the awards on the date of grant. The fair values of stock options are estimated on the date of grant using the Black-Scholes option valuation model. The use of the Black-Scholes option valuation model requires the input of subjective assumptions. Compensation cost, net of estimated forfeitures, is recognized ratably over the vesting period of the related stock-based compensation award. For transactions in which goods or services are received from non-employees in return for the issuance of equity instruments, the expense is recognized in the period when the goods and services are received at the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more readily determinable.
Revenue Recognition	Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and represents the unit of account in applying the new revenue recognition guidance. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s performance obligations are satisfied over time as services are rendered or at a point in time depending on when the customer obtains control of the promised goods or services. Revenue is recognized when obligations under the terms of a contract with the customer are satisfied; generally, this occurs when services are rendered. Customer revenue includes revenue received from the sale of integrated cloud solutions and business services and is comprised of monthly recurring charges, usage charges and initial nonrecurring charges. Monthly recurring charges include the fees paid by customers for services. Monthly recurring charges are recognized over the period that the corresponding services are rendered to customers. Usage charges consist of per-use sensitive fees paid for calls made. Additionally, access charges are comprised of charges paid primarily by interexchange carriers for the origination and termination of interexchange toll and toll-free calls. Usage and access charges are recognized monthly as the services are provided. Initial nonrecurring charges consist primarily of installation charges and revenue derived from sales of communications equipment such as phones. The Company recognizes installation revenue when the installation is complete. Deferred Commissions Direct incremental costs of obtaining a contract, consisting of sales commissions, are deferred and amortized over the estimated life of the customer, which is currently 36 months. We calculate the estimated life of the customer on an annual basis. The Company classifies deferred commissions as prepaid expenses or other noncurrent assets based on the timing of when it expects to recognize the expense. Accounts Receivable Accounts receivable are stated at the amount management expects to collect from outstanding balances. Management provides for uncollectible amounts through a charge to earnings and a credit to a valuation allowance based on its assessment of the current status of individual accounts. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable.
Recent Accounting Pronouncements	The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”). ASUs not discussed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated balance sheets or statements of operations. In July 2017, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation: Scope of Modification Accounting In February 2016, the FASB issued ASU No. 2016-02, Leases In May 2014, the FASB issued new guidance related to revenue recognition, ASU 2014-09, Revenue from Contracts with Customers In March 2016, April 2016 and December 2016, the FASB issued ASU No. 2016-08, Revenue From Contracts with Customers Principal Versus Agent Considerations Revenue From Contracts with Customers Identifying Performance Obligations and Licensing Technical Corrections and Improvements to Topic 606 Revenue From Contracts with Customers Revenue from Contracts with Customers

Discontinued Operations (Tables

Discontinued Operations (Tables)	6 Months Ended
	Jun. 30, 2018
Discontinued Operations and Disposal Groups [Abstract]
Summarized operating results for discontinued operations	Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Revenues $ 7,848 $ 24,988 $ 30,768 $ 51,755 Cost of revenues, exclusive of depreciation and amortization, shown separately below 5,035 16,791 20,482 34,199 Gross profit 2,813 8,197 10,286 17,556 Selling, general and administrative expenses 3,824 7,763 11,809 15,738 Depreciation and amortization 500 3,684 2,008 6,873 Impairment losses on intangible assets - - 5,379 - Total operating expenses 4,324 11,447 19,196 22,611 Operating loss on discontinued operations (1,511 ) (3,250 ) (8,910 ) (5,055 ) Other (expenses) income: Interest expense (607 ) (1,493 ) (2,169 ) (3,078 ) Gain on extinguishment of debt 17,297 - 17,297 - Net income (loss) on discontinued operations $ 15,179 $ (4,743 ) $ 6,218 $ (8,133 ) December 31, 2017 Accounts receivable, net of allowance for doubtful accounts of approximately $1,917, respectively $ 9,549 Prepaid expenses 1,259 Inventory 37 Property and equipment, net 1,708 Goodwill 3,550 Intangible assets 23,935 Total current assets of discontinued operations $ 40,038 Accounts payable and accrued expenses $ 8,469 Deferred customer revenue 2,375 Other accrued liabilities 10,320 Debt 13,700 Total current liabilities of discontinued operations $ 34,864

Acquisitions (Tables)

Acquisitions (Tables)	6 Months Ended
	Jun. 30, 2018
Business Combinations [Abstract]
Purchase price allocation	Birch Useful life (in years) Purchase consideration for invested capital $ 221,172 Less: debt (89,205 ) Total purchase consideration for equity $ 131,967 Cash $ 28,176 Accounts receivable 8,684 Other current assets 2,444 Property and equipment 13,008 Other noncurrent assets 1,220 Intangible assets: Developed technology 4,710 3 Trademark 49,500 10 Customer relationships 41,100 15 Goodwill 99,253 Deferred revenue (1,200 ) Other liabilities, including debt (114,928 ) $ 131,967 MegaPath Holding Corporation Useful life (in years) Purchase consideration for invested capital $ 68,251 Working capital 3,779 Debt (12,181 ) Total purchase consideration for equity $ 59,849 Cash $ 4,660 Accounts receivable 2,539 Other current assets 1,347 Property and equipment 6,319 Other noncurrent assets 1,602 Intangible assets: Developed technology 10,610 3 Trademark 7,100 10 Customer relationships 17,800 15 Goodwill 28,755 Deferred revenue (1,400 ) Other liabilities, including debt (19,483 ) $ 59,849
Pro forma results	Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Revenues $ 145,996 $ 173,200 $ 296,048 $ 342,827 Net loss (27,714 ) (14,214 ) (46,483 ) (29,997 ) Basic and diluted net loss per share (0.48 ) (0.56 ) (1.11 ) (1.19 )

Loss per share (Tables)

Loss per share (Tables)	6 Months Ended
	Jun. 30, 2018
Earnings Per Share [Abstract]
Computation for basic and diluted net income (loss) per share	Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Numerator Net loss from continuing operations $ (33,701 ) $ (4,701 ) $ (37,718 ) $ (11,751 ) Net income (loss) from discontinued operations 15,179 (4,743 ) 6,218 (8,133 ) Total net loss (18,522 ) (9,444 ) (31,500 ) (19,884 ) Undeclared dividends on Preferred Series D (287 ) - (287 ) - Dividends paid on Preferred Series D (500 ) - (500 ) - Total net loss less Preferred Series D dividends $ (19,309 ) $ (9,444 ) $ (32,287 ) $ (19,884 ) Denominator Basic and diluted weighted average common shares outstanding 58,248 25,161 41,796 25,161 (Loss) income per share basic and diluted From continuing operations $ (0.59 ) $ (0.19 ) $ (0.92 ) $ (0.47 ) From discontinued operations $ 0.26 $ (0.19 ) $ 0.15 $ (0.32 )
Excluded from calculation of diluted earnings per common share	Warrants 1,105,278 Stock Options 1,955,295

Prepaid Expenses (Tables)

Prepaid Expenses (Tables)	6 Months Ended
	Jun. 30, 2018
Prepaid Expense and Other Assets [Abstract]
Prepaid expenses	June 30, 2018 December 31, 2017 Insurance and benefits $ 1,175 $ 252 Rent 642 907 Software subscriptions 3,137 1,448 Hardware maintenance 1,255 1,517 Commissions 2,292 - Line costs 667 706 Taxes 613 883 Other 662 577 $ 10,443 $ 6,290

Property and Equipment (Tables)

Property and Equipment (Tables)	6 Months Ended
	Jun. 30, 2018
Property, Plant and Equipment [Abstract]
Property and Equipment	June 30, 2018 December 31, 2017 Telecommunications equipment $ 100,722 $ 85,472 Leasehold improvements 11,110 10,591 Office equipment 1,838 1,731 Buildings and building improvements 1,540 1,540 Furniture and fixtures 5,597 5,160 Computer Software 36,632 32,663 Land 470 470 Automobiles 53 56 Onboarding 23,893 15,727 Network transition 50,199 45,863 Construction-in-progress 4,468 3,680 Total owned assets 236,522 202,953 Less: accumulated depreciation (139,949 ) (120,761 ) Net owned assets 96,573 82,192 Capital lease assets 40,084 38,123 Less: accumulated depreciation (15,363 ) (13,758 ) Net capital lease assets 24,721 24,365 Property and equipment, net $ 121,294 $ 106,557

Goodwill (Tables)

Goodwill (Tables)	6 Months Ended
	Jun. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	Balance, January 1, 2018 $ 89,806 Acquisitions (note 4): Birch reverse Merger 99,253 MegaPath 28,755 Balance, June 30, 2018 $ 217,814

Intangible Assets (Tables)

Intangible Assets (Tables)	6 Months Ended
	Jun. 30, 2018
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Identifiable intangible assets	June 30, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Total Gross Carrying Amount Accumulated Amortization Total Subscriber acquisition costs $ 134,849 $ (24,521 ) $ 110,328 $ 77,189 $ (20,918 ) $ 56,271 Tradenames and trademarks 66,846 (8,333 ) 58,513 13,146 (6,174 ) 6,972 Proprietary technology 15,320 (335 ) 14,985 - - - Noncompete agreement - - - 3,000 (3,000 ) - Commissions - - - 7,683 (2,092 ) 5,590 Total acquired intangibles $ 217,015 $ (33,189 ) $ 183,826 $ 101,018 $ (32,184 ) $ 68,834
Estimated future aggregate amortization expense	remainder of 2018 $ 14,743 2019 23,678 2020 23,678 2021 20,728 2022 18,571 Thereafter 82,428 $ 183,826

Other Accrued Liabilities (Tabl

Other Accrued Liabilities (Tables)	6 Months Ended
	Jun. 30, 2018
Accrued Liabilities [Abstract]
Other accrued expenses	June 30, 2018 December 31, 2017 Compensation and benefits $ 5,813 $ 2,462 Bonus 3,585 729 Taxes 4,775 169 Interest 10,552 8,219 Facility restructuring (note 11) 1,885 3,131 Legal settlements 10,940 13,360 Professional fees 6,920 1,389 Deferred tax 481 2,934 Sales commissions 929 965 Customer deposits 1,056 429 Other 2,552 3,008 49,488 36,795 Less noncurrent portion: Legal settlements (6,100 ) (8,520 ) Deferred tax (481 ) (2,934 ) Other (1,076 ) (1,393 ) Total other non-current liabilities (7,657 ) (12,847 ) Current portion of other accrued liabilities $ 41,831 $ 23,948

Restructuring Event (Tables)

Restructuring Event (Tables)	6 Months Ended
	Jun. 30, 2018
Restructuring and Related Activities [Abstract]
Restructuring events	Employee Costs (1) Facility Exit Costs (2) Other Costs Total Balance, January 1, 2018 $ 107 $ 3,131 $ 24 $ 3,262 Expenses 3,045 534 42 3,621 Payments (2,877 ) (1,780 ) (66 ) (4,723 ) Balance, June 30, 2018 275 1,885 - 2,160 Balance, January 1, 2017 $ - $ - $ - $ - Expenses 810 2,416 - 3,226 Payments (56 ) (31 ) - (87 ) Balance, June 30, 2017 $ 754 $ 2,385 $ - $ 3,139 __________ (1) As of June 30, 2018, the remaining employee-related liability will be paid within four months and approximates fair value due to the short discount period. (2) These charges represent the present value of expected lease payments and direct costs to obtain a sublease, reduced by estimated sublease rental income. The timing and amount of estimated cash flows will continue to be evaluated each reporting period.

Equipment and Network Infrast35

Equipment and Network Infrastructure Financing Obligations (Tables)	6 Months Ended
	Jun. 30, 2018
Capital Lease Obligations [Abstract]
Equipment financing obligations	June 30, December 31, 2018 2017 Equipment financing obligations $ 2,345 $ 1,292 IRU (1) 4,822 6,415 Amount representing interest (824 ) (881 ) Present value of minimum lease payments 6,343 6,826 Less current portion (3,027 ) (3,003 ) Non-current portion $ 3,316 $ 3,823 __________ (1) Purchase of an indefeasible right to use (“IRU”) fiber network infrastructure owned by others.
Principal payment under the capital lease agreements	remainder of 2018 $ 1,999 2019 2,211 2020 818 2021 442 2022 245 Thereafter 1,452 $ 7,167

Long-Term Debt (Tables)

Long-Term Debt (Tables)	6 Months Ended
	Jun. 30, 2018
Debt Disclosure [Abstract]
Debt	June 30, 2018 First Lien Credit Agreement: Tranche A Term Loan $ 45,000 Tranche B Term Loan 510,000 Revolving Facility - Second Lien Credit Agreement – Term Loan 85,000 Subordinated Note 10,000 Bircan Notes Payable 3,348 653,348 Less: Discounts (48,828 ) Current portion (24,500 ) Non-current portion $ 580,020
Estimated future aggregate payments for long-term debt	remainder of 2018 $ 23,068 2019 28,842 2020 38,156 2021 41,625 2022 72,844 Thereafter 448,813 $ 653,348

Obligations Under Asset Purch37

Obligations Under Asset Purchase Agreements (Tables)	6 Months Ended
	Jun. 30, 2018
Obligations Under Asset Purchase Agreements
Obligations under asset purchase agreements	June 30, December 31, 2018 2017 Customer base acquisitions $ 38 $ - IQMax 447 - 485 Less current portion (1) (485 ) - Long-term portion $ - $ - (1)

Revenues from Contracts with 38

Revenues from Contracts with Customers (Tables)	6 Months Ended
	Jun. 30, 2018
Revenue from Contract with Customer [Abstract]
Impact of adoption of new accounting principle	Balance as of ASC 606 Balance as of December 31, 2017 Transition Adjustment January 1, 2018 Assets Prepaid expenses $ 6,290 $ 2,203 $ 8,493 Intangible assets, net 68,834 (3,304 ) 65,530 Other non-current assets 877 4,826 5,703 $ 76,001 $ 3,725 $ 79,726 Stockholders' Equity Accumulated deficit $ (236,477 ) $ 3,725 $ (232,752 ) The following table summarizes the current impacts associated with the adoption of ASC 606 on the accompanying condensed consolidated balance sheet and statement of operations and comprehensive loss (in thousands): June 30, 2018 Impact of As reported Previous guidance Adoption of ASC 606 Assets Prepaid expenses $ 10,443 $ 8,226 $ 2,217 Intangible assets, net 183,826 189,020 (5,194 ) Other non-current assets 33,462 30,485 2,977 Liabilities Deferred customer revenue (16,030 ) (15,864) (166 ) Stockholders' Equity Accumulated deficit (264,752 ) (264,586 ) (166 ) Amortization of deferred commissions was $0.5 million and $0.9 million for the three and six months ended June 30, 2018, respectively. For the three months ended June 30, 2018 Impact of As reported Previous guidance Adoption of ASC 606 Revenues $ 120,803 $ 120,968 $ (165 ) Selling, general and administrative 43,001 43,668 667 Net Impact $ 77,802 $ 77,300 $ 502 For the six months ended June 30, 2018 Impact of As reported Previous guidance Adoption of ASC 606 Revenues $ 223,714 $ 223,879 $ (165 ) Selling, general and administrative 66,767 67,852 (1,085) Net Impact $ 156,947 $ 156,027 $ (920 )
Estimated revenue expected to be recognized in the future related to performance obligations	Deferred installation Deferred installation revenue costs Net remaining 2018 $ 21 $ (887 ) $ (866 ) 2019 33 (1,490 ) (1,457 ) 2020 28 (949 ) (921 ) 2021 28 (179 ) (151 ) 2022 and thereafter 11 (18 ) (7 ) $ 121 $ (3,523 ) $ (3,402 )
Disaggregation of revenue	For the three months ended June 30, 2018 2017 Monthly recurring $ 104,651 $ 100,388 Usage and other 15,892 15,915 Installation 260 374 Total revenue $ 120,803 $ 116,677 For the six months ended June 30, 2018 2017 Monthly recurring $ 190,562 $ 200,599 Usage and other 32,555 30,344 Installation 597 800 Total revenue $ 223,714 $ 231,743 For the three months ended June 30, 2018 2017 United States $ 97,302 $ 89,900 Canada 23,501 26,777 Total revenue $ 120,803 $ 116,677 For the six months ended June 30, 2018 2017 United States $ 176,390 $ 204,966 Canada 47,324 26,777 Total revenue $ 223,714 $ 231,743

Equity Transactions (Tables)

Equity Transactions (Tables)	6 Months Ended
	Jun. 30, 2018
Equity [Abstract]
Stock option activity	Number of Options Weighted Average Exercise Price Weighted Average Remaining Contract Term Outstanding at December 31, 2017 - $ - - Acquired in reverse acquisition 1,996 3.48 - Granted - - - Exercised (26 ) 2.67 - Forfeited (14 ) 1.97 - Expired (1 ) 6.35 - Outstanding at June 30, 2018 1,955 3.50 7.79 Exercisable at June 30, 2018 1,428 4.01 7.62

Basis of Presentation and Sum40

Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) $ in Thousands	Jun. 30, 2018USD ($)
Accounting Policies [Abstract]
Notes receivable	$ 25,000

Discontinued Operations (Detail

Discontinued Operations (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Discontinued Operations and Disposal Groups [Abstract]
Revenues	$ 7,848	$ 24,988	$ 30,768	$ 51,755
Cost of revenues, exclusive of depreciation and amortization, shown separately below	5,035	16,791	20,482	34,199
Gross profit	2,813	8,197	10,286	17,556
Selling, general and administrative expenses	3,824	7,763	11,809	15,738
Depreciation and amortization	500	3,684	2,008	6,873
Impairment losses on intangible assets	0	0	5,379	0
Total operating expenses	4,324	11,447	19,196	22,611
Operating loss on discontinued operations	(1,511)	(3,250)	(8,910)	(5,055)
Other (expenses) income:
Interest expense	(607)	(1,493)	(2,169)	(3,078)
Gain on extinguishment of debt	17,297	0	17,297	0
Net income (loss) on discontinued operations	$ 15,179	$ (4,743)	$ 6,218	$ (8,133)

Discontinued Operations (Deta42

Discontinued Operations (Details 1) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Discontinued Operations and Disposal Groups [Abstract]
Accounts receivable, net of allowance for doubtful accounts of approximately $1,917, respectively		$ 9,549
Prepaid expenses		1,259
Inventory		37
Property and equipment, net		1,708
Goodwill		3,550
Intangible assets		23,935
Total current assets of discontinued operations	$ 0	40,038
Accounts payable and accrued expenses		8,469
Deferred customer revenue		2,375
Other accrued liabilities		10,320
Debt		13,700
Total current liabilities of discontinued operations	$ 0	$ 34,864

Acquisitions (Details)

Acquisitions (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Goodwill	$ 217,814	$ 89,806
Birch
Purchase consideration for invested capital	221,172
Debt	(89,205)
Total purchase consideration for equity	131,967
Cash	28,176
Accounts receivable	8,684
Other current assets	2,444
Property and equipment	13,008
Other noncurrent assets	1,220
Developed technology	4,710
Trademark	49,500
Customer relationships	41,100
Goodwill	99,253
Deferred revenue	(1,200)
Other liabilities, including debt	(114,928)
Total	131,967
MegaPath
Purchase consideration for invested capital	68,251
Working capital	3,779
Debt	(12,181)
Total purchase consideration for equity	59,849
Cash	4,660
Accounts receivable	2,539
Other current assets	1,347
Property and equipment	6,319
Other noncurrent assets	1,602
Developed technology	10,610
Trademark	7,100
Customer relationships	17,800
Goodwill	28,755
Deferred revenue	(1,400)
Other liabilities, including debt	(19,483)
Total	$ 59,849

Acquisitions (Details 1)

Acquisitions (Details 1) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Business Combinations [Abstract]
Revenues	$ 145,996	$ 173,200	$ 296,048	$ 342,827
Net loss	$ (27,714)	$ (14,214)	$ (46,483)	$ (29,997)
Basic net loss per share	$ (0.48)	$ (.56)	$ (1.11)	$ (1.19)

Loss per share (Details)

Loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Numerator
Net loss from continuing operations	$ (33,701)	$ (4,701)	$ (37,718)	$ (11,751)
Net loss from discontinued operations	15,179	(4,743)	6,218	(8,133)
Net loss	(18,522)	(9,444)	(31,500)	(19,884)
Undeclared dividends on Preferred Series D	$ (287)	$ 0	$ (287)	$ 0
Dividends paid on Preferred Series D	$ (500)	$ 0	$ (500)	$ 0
Total net loss less Preferred Series D dividends	$ (19,309)	$ (9,444)	$ (32,287)	$ (19,884)
Denominator
Basic and diluted weighted average common shares outstanding	58,248	25,161	41,796	25,161
(Loss) income per share basic and diluted
From continuing operations	$ (0.59)	$ (0.19)	$ (0.92)	$ (0.47)
From discontinued operations	$ 0.26	$ (0.19)	$ 0.15	$ (0.32)

Loss per share (Details 1)

Loss per share (Details 1)	6 Months Ended
	Jun. 30, 2018shares
Warrants [Member]
Antidilutive securities excluded from the calculation of diluted earnings per common share	1,105,278
Stock options [Member]
Antidilutive securities excluded from the calculation of diluted earnings per common share	1,955,295

Prepaid Expenses and Other Curr

Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Prepaid Expense and Other Assets [Abstract]
Insurance and benefits	$ 1,175	$ 252
Rent	642	907
Software subscriptions	3,137	1,448
Hardware maintenance	1,255	1,517
Commissions	2,292	0
Line costs	667	706
Taxes	613	883
Other	662	577
Total	$ 10,443	$ 6,290

Property and Equipment (Details

Property and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Owned assets, gross	$ 236,522	$ 202,953
Less: accumulated depreciation	(139,949)	(120,761)
Owned assets, net	96,573	82,192
Capital lease assets, gross	40,084	38,123
Less: accumulated depreciation	(15,363)	(13,758)
Capital lease assets, net	24,721	24,365
Property and equipment, net	121,294	106,557
Telecommunications equipment
Owned assets, gross	100,722	85,472
Leasehold improvements
Owned assets, gross	11,110	10,591
Office equipment
Owned assets, gross	1,838	1,731
Buildings and building improvements
Owned assets, gross	1,540	1,540
Furniture and fixtures
Owned assets, gross	5,597	5,160
Computer Software
Owned assets, gross	36,632	32,663
Land
Owned assets, gross	470	470
Automobiles
Owned assets, gross	53	56
Onboarding
Owned assets, gross	23,893	15,727
Network transition
Owned assets, gross	50,199	45,863
Construction-in-progress
Owned assets, gross	$ 4,468	$ 3,680

Property and Equipment (Detai49

Property and Equipment (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 10,800	$ 11,800	$ 20,600	$ 22,000

Goodwill (Details)

Goodwill (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2018USD ($)
Balance at December 31, 2017	$ 89,806
Increase in goodwill associated with a business acquisition
Balance at June 30, 2018	217,814
Birch
Increase in goodwill associated with a business acquisition	99,253
Balance at June 30, 2018	99,253
MegaPath
Increase in goodwill associated with a business acquisition	28,755
Balance at June 30, 2018	$ 28,755

Intangible Assets (Details)

Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Gross intangible assets	$ 217,015	$ 101,018
Less: accumulated amortization	(33,189)	(32,184)
Intangible assets, net	183,826	68,834
Subscriber acquisition costs [Member]
Gross intangible assets	134,849	77,189
Less: accumulated amortization	(24,521)	(20,918)
Intangible assets, net	110,328	56,271
Trademarks and tradename [Member]
Gross intangible assets	66,846	13,146
Less: accumulated amortization	(8,333)	(6,174)
Intangible assets, net	58,513	6,972
Proprietary technology [Member]
Gross intangible assets	15,320	0
Less: accumulated amortization	(335)	0
Intangible assets, net	14,985	0
Non-compete agreement [Member]
Gross intangible assets	0	3,000
Less: accumulated amortization	0	(3,000)
Intangible assets, net	0	0
Commissions [Member]
Gross intangible assets	0	7,683
Less: accumulated amortization	0	(2,092)
Intangible assets, net	$ 0	$ 5,590

Intangible Assets (Details 1)

Intangible Assets (Details 1) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Remainder of 2018	$ 14,743
2,019	23,678
2,020	23,678
2,021	20,728
2,022	18,571
Thereafter	82,428
Total	$ 183,826	$ 68,834

Intangible Assets (Details Narr

Intangible Assets (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Impairment expense	$ 0	$ 0	$ 2,314	$ 0
Amortization expense	$ 5,900	$ 5,800	$ 10,800	$ 11,600

Other Accrued Liabilities (Deta

Other Accrued Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Accrued Liabilities [Abstract]
Compensation and benefits	$ 5,813	$ 2,462
Bonus	3,585	729
Taxes	4,775	169
Interest	10,552	8,219
Facility restructuring (note 11)	1,885	3,131
Legal settlements	10,940	13,360
Professional fees	6,920	1,389
Deferred tax	481	2,934
Sales commissions	929	965
Customer deposits	1,056	429
Other	2,552	3,008
Total	49,488	36,795
Less noncurrent portion:
Legal settlements	(6,100)	(8,520)
Deferred tax	(481)	(2,934)
Other	(1,076)	(1,393)
Total other non-current liabilities	(7,657)	(12,847)
Current portion of other accrued liabilities	$ 41,831	$ 23,948

Restructuring Event (Details)

Restructuring Event (Details) - USD ($) $ in Thousands		6 Months Ended
		Jun. 30, 2018	Jun. 30, 2017
Beginning balance		$ 3,262	$ 0
Expenses		3,621	3,226
Payments		(4,723)	(87)
Ending balance		2,160	3,139
Employee Costs
Beginning balance	[1]	107	0
Expenses	[1]	3,045	810
Payments	[1]	(2,877)	(56)
Ending balance	[1]	275	754
Facility Exit Costs
Beginning balance	[2]	3,131	0
Expenses	[2]	534	2,416
Payments	[2]	(1,780)	(31)
Ending balance	[2]	1,885	2,385
Other Costs
Beginning balance		24	0
Expenses		42	0
Payments		(66)	0
Ending balance		$ 0	$ 0
[1]	As of June 30, 2018, the remaining employee-related liability will be paid within four months and approximates fair value due to the short discount period.
[2]	These charges represent the present value of expected lease payments and direct costs to obtain a sublease, reduced by estimated sublease rental income. The timing and amount of estimated cash flows will continue to be evaluated each reporting period.

Equipment and Network Infrast56

Equipment and Network Infrastructure Financing Obligations (Details) - USD ($) $ in Thousands		Jun. 30, 2018	Dec. 31, 2017
Capital Lease Obligations [Abstract]
Equipment financing obligations		$ 2,345	$ 1,292
IRU	[1]	4,822	6,415
Amount representing interest		(824)	(881)
Present value of minimum lease payments		6,343	6,826
Less: current portion		(3,027)	(3,003)
Non-current portion		$ 3,316	$ 3,823
[1]	Purchase of an indefeasible right to use ("IRU") fiber network infrastructure owned by others.

Equipment and Network Infrast57

Equipment and Network Infrastructure Financing Obligations (Details 1) $ in Thousands	Jun. 30, 2018USD ($)
Capital Lease Obligations [Abstract]
Remainder of 2018	$ 1,999
2,019	2,211
2,020	818
2,021	442
2,022	245
Total	$ 1,452

Long-Term Debt (Details)

Long-Term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Debt	$ 653,348
Discounts	(48,828)
Current portion	(24,500)	$ (26,500)
Non-current portion	580,020	$ 410,736
Tranche A Term Loan
Debt	45,000
Tranche B Term Loan
Debt	510,000
Revolving Facility
Debt	0
Second Lien Credit Agreement – Term Loan
Debt	85,000
Subordinated Note
Debt	10,000
Bircan Notes Payable
Debt	$ 3,348

Long-Term Debt (Details 1)

Long-Term Debt (Details 1) $ in Thousands	Jun. 30, 2018USD ($)
Debt Disclosure [Abstract]
remainder of 2018	$ 23,068
2,019	28,842
2,020	38,156
2,021	41,625
2,022	72,844
Thereafter	448,813
Total	$ 653,348

Obligations Under Asset Purch60

Obligations Under Asset Purchase Agreements (Details) - USD ($) $ in Thousands	Jun. 30, 2018		Dec. 31, 2017
Obligations Under Asset Purchase Agreements
Customer base acquisitions	$ 38		$ 0
IQMax	447		0
Total	485		0
Less: current portion	(485)	[1]	0
Long-term portion	$ 0		$ 0
[1]	Included in "other accrued liabilities" on the accompanying condensed consolidated balance sheets as of June 30, 2018.

Revenues from Contracts with 61

Revenues from Contracts with Customers (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Assets
Prepaid expenses	$ 10,443	$ 6,290
Intangible assets, net	183,826	68,834
Other non-current assets	33,462	877
Liabilities
Deferred customer revenue	(16,030)
Stockholders' Equity
Accumulated deficit	(264,752)	(236,477)
ASC 606 Transition Adjustment
Assets
Prepaid expenses		2,203
Intangible assets, net		(3,304)
Other non-current assets		4,826
Stockholders' Equity
Accumulated deficit		3,725
Balance After Adjustment
Assets
Prepaid expenses		8,493
Intangible assets, net		65,530
Other non-current assets		5,703
Stockholders' Equity
Accumulated deficit		$ (232,752)
Previous guidance
Assets
Prepaid expenses	8,226
Intangible assets, net	189,020
Other non-current assets	30,485
Liabilities
Deferred customer revenue	(15,864)
Stockholders' Equity
Accumulated deficit	(264,586)
Impact of Adoption of ASC 606
Assets
Prepaid expenses	2,217
Intangible assets, net	(5,194)
Other non-current assets	2,977
Liabilities
Deferred customer revenue	(166)
Stockholders' Equity
Accumulated deficit	$ (166)

Revenues from Contracts with 62

Revenues from Contracts with Customers (Details 1) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Revenues	$ 120,803	$ 116,677	$ 223,714	$ 231,743
Selling, general and administrative	43,001	$ 29,009	66,767	$ 61,334
Net Impact	77,802		156,947
Previous guidance
Revenues	120,968		223,879
Selling, general and administrative	43,668		67,852
Net Impact	77,300		156,027
Impact of Adoption of ASC 606
Revenues	(165)		(165)
Selling, general and administrative	(667)		(1,085)
Net Impact	$ 502		$ 920

Revenues from Contracts with 63

Revenues from Contracts with Customers (Details 2) $ in Thousands	Jun. 30, 2018USD ($)
Deferred installation revenue	$ 121
Deferred instalation costs	(3,523)
Net	(3,402)
2,018
Deferred installation revenue	21
Deferred instalation costs	(887)
Net	(866)
2,019
Deferred installation revenue	33
Deferred instalation costs	(1,490)
Net	(1,457)
2,020
Deferred installation revenue	28
Deferred instalation costs	(949)
Net	(921)
2,021
Deferred installation revenue	28
Deferred instalation costs	(179)
Net	(151)
2022 and Thereafter
Deferred installation revenue	11
Deferred instalation costs	(18)
Net	$ (7)

Revenues from Contracts with 64

Revenues from Contracts with Customers (Details 3) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Total revenue	$ 120,803	$ 116,677	$ 223,714	$ 231,743
Monthly recurring
Total revenue	104,651	100,388	190,562	200,599
Usage and other
Total revenue	15,892	15,915	32,555	30,344
Installation
Total revenue	260	374	597	800
United States
Total revenue	97,302	89,900	176,390	204,966
Canada
Total revenue	$ 23,501	$ 26,777	$ 47,324	$ 26,777

Equity Transactions (Details)

Equity Transactions (Details)	6 Months Ended
	Jun. 30, 2018$ / sharesshares
Number of Options
Balance at December 31, 2017 | shares	0
Shares acquired in reverse acquisition | shares	1,996
Shares granted during the period | shares	0
Shares exercised during the period | shares	(26)
Shares forfeited during the period | shares	(14)
Shares expired during the period | shares	(1)
Shares outstanding at June 30, 2018 | shares	1,955
Shares exercisable at June 30, 2018 | shares	1,428
Weighted Average Exercise Price
Balance at December 31, 2017 | $ / shares	$ .00
Shares acquired in reverse acquisition | $ / shares	3.48
Shares granted during the period | $ / shares	.00
Shares exercised during the period | $ / shares	2.67
Shares forfeited during the period | $ / shares	1.97
Shares expired during the period | $ / shares	6.35
Shares outstanding at June 30, 2018 | $ / shares	3.50
Shares exercisable at June 30, 2018 | $ / shares	$ 4.01
Weighted Average Remaining Contract Term
Outstanding at June 30, 2018	7 years 9 months 15 days
Exercisable at June 30, 2018	7 years 7 months 13 days