Acquisitions | 9 Months Ended |
Mar. 31, 2015 |
Business Combinations [Abstract] | |
Acquisitions | (2) ACQUISITIONS |
As of March 31, 2015 and since its formation, the Company has consummated 34 transactions accounted for as business combinations. The acquisitions were executed as part of the Company’s business strategy of expanding through acquisitions. The acquisitions of these businesses have allowed the Company to increase the scale at which it operates, which in turn affords the Company the ability to increase its operating leverage, extend its network reach, and broaden its customer base. |
The accompanying condensed consolidated financial statements include the operations of the acquired entities from their respective acquisition dates. |
Acquisitions Completed During Fiscal 2015 |
Neo Telecoms (“Neo”) |
On July 1, 2014, the Company acquired a 96% equity interest in Neo, a Paris-based bandwidth infrastructure company. The purchase agreement also includes a call option to acquire the remaining equity interest on or after December 31, 2015. The purchase consideration of €54.1 (or $73.9), net of cash acquired, was in consideration of acquiring 96% equity ownership in Neo and a call option to purchase the remaining 4% equity interest in Neo, and is subject to certain adjustments post-closing. The consideration consisted of cash and was paid with cash on hand from the proceeds of the Sixth Amendment to the Company’s term loan facility. €8.7 (or $11.9) of the purchase consideration is currently held in escrow pending the expiration of the indemnification adjustment period. The acquisition was considered an asset purchase for tax purposes. |
Colo Facilities Atlanta (“AtlantaNAP”) |
On July 1, 2014, the Company acquired 100% of the equity interest in AtlantaNAP, a datacenter and managed services provider in Atlanta, for cash consideration of $52.5. $5.3 of the purchase price is currently held in escrow pending the expiration of the indemnification adjustment period. The acquisition was considered an asset purchase for tax purposes. |
IdeaTek Systems, Inc. (“IdeaTek”) |
Effective January 1, 2015, the Company acquired all of the equity interest in IdeaTek. The purchase price, subject to certain post-closing adjustments, was $53.6 and was paid with cash on hand. $3.2 of the purchase consideration is currently held in escrow pending the expiration of the indemnification adjustment period. The acquisition was considered a stock purchase for tax purposes. |
The IdeaTek acquisition added 1,800 route miles to the Company’s network in Kansas, and includes a dense metro footprint in Wichita, Kansas. The network spans across Kansas and connects to approximately 600 cellular towers and over 100 additional buildings. |
Latisys Holdings, LLC (“Latisys”) |
On February 23, 2015, the Company acquired the operating units of Latisys, a colocation and infrastructure as a service (“Iaas”) provider for a price of $677.5, net of cash acquired. The Latisys acquisition was funded with the proceeds of the New Notes Offering (as defined in Note 6 – Long-Term Debt). $31.4 of the purchase consideration is currently held in escrow pending the expiration of the indemnification adjustment period. The acquisition was considered a stock purchase for tax purposes. |
The Latisys acquisition added colocation and IaaS services through eight datacenters across five markets in Northern Virginia, Chicago, Denver, Orange County and London. The acquired datacenters currently total over 185,000 square feet of billable space and 33 megawatts of critical power. |
Acquisitions Completed During Fiscal 2014 |
Corelink Data Centers, LLC (“Corelink”) |
On August 1, 2013, the Company entered into an asset purchase agreement to acquire Corelink. The transaction was consummated on the same date, at which time the Company acquired substantially all of the net assets of this business for consideration of approximately $1.9, comprised of 301,949 preferred units of CII with an estimated fair value of $1.6 and cash of $0.3 net of cash acquired. The acquisition was considered a stock purchase for tax purposes. The purchase price was paid with cash on hand. |
Access Communications, Inc. (“Access”) |
On October 1, 2013, the Company acquired 100% of the equity interest in Access, a Minnesota corporation, for cash consideration of $40.1, net of cash acquired, of which $4.0 is currently held in escrow pending the expiration of the indemnification adjustment period. The acquisition was considered a stock purchase for tax purposes. The purchase price was paid with cash on hand. |
FiberLink, LLC (“FiberLink”) |
On October 2, 2013, the Company acquired 100% of the equity interest in FiberLink, an Illinois limited liability company, for cash consideration of $43.1, which was primarily funded with available funds drawn on the Company’s revolving credit facility. The acquisition was considered an asset purchase for tax purposes. |
CoreXchange, Inc. (“CoreXchange”) |
On March 4, 2014, the Company acquired 100% of the equity interest in CoreXchange, a data center, bandwidth and managed services provider located in Dallas, Texas for consideration of $17.2. Through the transaction, the Company acquired one new data center operation located at 8600 Harry Hines Blvd. and secured additional square footage in its existing data center. The consideration was paid with cash on hand. $1.8 is currently held in escrow pending the expiration of the indemnification adjustment period. The acquisition was considered an asset purchase for tax purposes. |
Geo Networks Limited (“Geo”) |
On May 16, 2014, the Company acquired 100% of the equity interest in Ego Holdings Limited, a London-based dark fiber provider. The consideration consisted of cash of £174.3 (or $292.3), net of cash acquired, and was funded with a combination of cash on hand and available funds drawn on the Company’s revolving credit facility. In conjunction with the acquisition, the Company repaid Geo’s existing debt obligations to the note holders totaling £113.4 and £69.1 was paid to the shareholders. The acquisition was considered an asset purchase for tax purposes. |
Acquisition Method Accounting Estimates |
The Company initially recognizes the assets and liabilities acquired from the aforementioned acquisitions based on its preliminary estimates of their acquisition date fair values. As additional information becomes known concerning the acquired assets and assumed liabilities, management may make adjustments to the opening balance sheet of the acquired company up to the end of the measurement period, which is no longer than a one year period following the acquisition date. The determination of the fair values of the acquired assets and liabilities assumed (and the related determination of estimated lives of depreciable tangible and identifiable intangible assets) requires significant judgment. As of March 31, 2015, the Company has not completed its fair value analysis and calculations in sufficient detail necessary to arrive at the final estimates of the fair value of certain working capital and non-working capital acquired assets and assumed liabilities, including the allocations to property, plant and equipment, goodwill and intangible assets, deferred revenue and resulting deferred taxes related to its acquisitions of Geo, AtlantaNAP, Neo, IdeaTek and Latisys. All information presented with respect to certain working capital and non-working capital acquired assets and liabilities assumed as it relates to these acquisitions are preliminary and subject to revision pending the final fair value analysis. During the first quarter of Fiscal 2015, the Company finalized its fair value analysis and resulting purchase accounting for the Access and FiberLink acquisitions. During the third quarter of Fiscal 2015, the Company finalized its fair value analysis and resulting purchase accounting for the CoreXchange acquisition. |
The table below reflects the Company's preliminary estimates of the acquisition date fair values of the assets and liabilities assumed from its Fiscal 2015 acquisitions: |
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| | AtlantaNAP | | | Neo | | | IdeaTek | | | Latisys | | | | | |
Acquisition date | | 1-Jul-14 | | | 1-Jul-14 | | | 1-Jan-15 | | | 23-Feb-15 | | | | | |
Cash | | $ | — | | | $ | 4.2 | | | $ | — | | | $ | 9.4 | | | | | |
Other current assets | | | 0.2 | | | | 10.5 | | | | 0.8 | | | | 18.8 | | | | | |
Property and equipment | | | 7 | | | | 28.1 | | | | 32.8 | | | | 220.6 | | | | | |
Deferred tax assets, net | | | 0.1 | | | | — | | | | — | | | | — | | | | | |
Intangibles | | | 21 | | | | 26.6 | | | | 24 | | | | 243.2 | | | | | |
Goodwill | | | 25.6 | | | | 23.7 | | | | 29.8 | | | | 279 | | | | | |
Other assets | | | — | | | | 8.9 | | | | 0.1 | | | | 5.8 | | | | | |
Total assets acquired | | | 53.9 | | | | 102 | | | | 87.5 | | | | 776.8 | | | | | |
Current liabilities | | | 1.4 | | | | 11.3 | | | | 4.4 | | | | 10.2 | | | | | |
Deferred revenue | | | — | | | | 3.7 | | | | 25.2 | | | | 3.2 | | | | | |
Deferred tax liability, net | | | — | | | | 5.7 | | | | 4.3 | | | | 76.5 | | | | | |
Other liabilities | | | — | | | | 3.2 | | | | — | | | | — | | | | | |
Total liabilities assumed | | | 1.4 | | | | 23.9 | | | | 33.9 | | | | 89.9 | | | | | |
Net assets acquired | | | 52.5 | | | | 78.1 | | | | 53.6 | | | | 686.9 | | | | | |
Less cash acquired | | | — | | | | (4.2 | ) | | | — | | | | (9.4 | ) | | | | |
Net consideration paid | | $ | 52.5 | | | $ | 73.9 | | | $ | 53.6 | | | $ | 677.5 | | | | | |
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The table below reflects the Company's estimates of the acquisition date fair values of the assets and liabilities assumed from its Fiscal 2014 acquisitions: |
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| | Corelink | | | Access | | | FiberLink | | | CoreXchange | | | Geo | |
Acquisition date | | 1-Aug-13 | | | 1-Oct-13 | | | 2-Oct-13 | | | 4-Mar-14 | | | 16-May-14 | |
Cash | | $ | 0.1 | | | $ | 1.2 | | | $ | — | | | $ | — | | | $ | 13.7 | |
Other current assets | | | 0.5 | | | | 2.3 | | | | 0.8 | | | | 0.5 | | | | 9.2 | |
Property and equipment | | | 15.9 | | | | 11.5 | | | | 15.9 | | | | 3.2 | | | | 221.2 | |
Deferred tax assets, net | | | — | | | | — | | | | 7.7 | | | | 0.2 | | | | — | |
Intangibles | | | 0.2 | | | | 18 | | | | 19.3 | | | | 11 | | | | 61.2 | |
Goodwill | | | 3 | | | | 24 | | | | 19.8 | | | | 3.4 | | | | 108.8 | |
Other assets | | | 0.5 | | | | — | | | | 0.1 | | | | — | | | | 9.8 | |
Total assets acquired | | | 20.2 | | | | 57 | | | | 63.6 | | | | 18.3 | | | | 423.9 | |
Current liabilities | | | 0.7 | | | | 1 | | | | 1.3 | | | | 0.5 | | | | 30.9 | |
Deferred revenue | | | 0.2 | | | | 5.1 | | | | 19.2 | | | | 0.4 | | | | 44.4 | |
Capital lease obligations | | | 14.3 | | | | — | | | | — | | | | 0.2 | | | | — | |
Deferred tax liability, net | | | 3 | | | | 9.6 | | | | — | | | | — | | | | 38.9 | |
Other liabilities | | | — | | | | — | | | | — | | | | — | | | | 3.7 | |
Total liabilities assumed | | | 18.2 | | | | 15.7 | | | | 20.5 | | | | 1.1 | | | | 117.9 | |
Net assets acquired | | | 2 | | | | 41.3 | | | | 43.1 | | | | 17.2 | | | | 306 | |
Less cash acquired | | | (0.1 | ) | | | (1.2 | ) | | | — | | | | — | | | | (13.7 | ) |
Net consideration paid | | $ | 1.9 | | | $ | 40.1 | | | $ | 43.1 | | | $ | 17.2 | | | $ | 292.3 | |
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The goodwill arising from the Company’s acquisitions results from synergies, anticipated incremental sales to the acquired company customer base, and economies-of-scale expected from the acquisitions. The Company has allocated the goodwill to the reporting units (in existence on the respective acquisition dates) that were expected to benefit from the acquired goodwill. The allocation was determined based on the excess of the estimated fair value of the reporting unit over the estimated fair value of the individual assets acquired and liabilities assumed that were assigned to the reporting units. Note 4 - Goodwill, discloses the preliminary and/or final allocation of the Company’s acquired goodwill to each of its reporting units. |
In each of the Company’s Fiscal 2014 and Fiscal 2015 acquisitions, the Company acquired certain customer relationships. These relationships represent a valuable intangible asset, as the Company anticipates continued business from the acquired customer bases. The Company’s estimate of the fair value of the acquired customer relationships is based on a multi-period excess earnings valuation technique that utilizes Level 3 inputs. The fair value of the acquired customer relationships for each acquisition was determined as follows: Fiscal 2015 acquisitions - AtlantaNAP, $21.0; Neo, $26.0, IdeaTek, $24.0; Latisys - $243.2. Fiscal 2014 acquisitions - Access, $18.0; FiberLink, $19.3; CoreXchange, $11.0; and Geo, $41.4. The Company has not yet finalized the valuation of acquired customer relationships for Geo, Neo, IdeaTek and Latisys. For Fiscal 2015, the Company estimated the useful life of the acquired customer relationships to be approximately 15 years for AtlantaNAP, 19 years for Neo, 19 years for IdeaTek and 15 years for Latisys. For Fiscal 2014, the Company estimated the useful life of the acquired customer relationships to be approximately 20 years for Access, 12 years for Geo, 12 years for CoreXchange, and 18 years for FiberLink. |
Purchase Accounting Estimates Associated with Deferred Taxes |
Based on the Company’s fair value assessment related to deferred tax assets acquired in the Geo and Latisys acquisitions, a value of $38.9 and $76.5, respectively, was assigned to the acquired net deferred tax liabilities. |
The tax effect of temporary differences that give rise to significant portions of the net deferred tax liabilities are as follows: |
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| | Geo | | | | | | | | | | | | | | | | | |
| | 16-May-14 | | | | | | | | | | | | | | | | | |
Deferred income tax assets: | | | | | | | | | | | | | | | | | | | | |
Net operating loss carry forwards | | $ | 2.5 | | | | | | | | | | | | | | | | | |
Deferred revenue | | | 3.8 | | | | | | | | | | | | | | | | | |
Total deferred income tax assets | | | 6.3 | | | | | | | | | | | | | | | | | |
Deferred income tax liabilities: | | | | | | | | | | | | | | | | | | | | |
Property and equipment | | | (33.0 | ) | | | | | | | | | | | | | | | | |
Intangible assets | | | (12.2 | ) | | | | | | | | | | | | | | | | |
Total deferred income tax liabilities | | | (45.2 | ) | | | | | | | | | | | | | | | | |
Net deferred income tax liabilities | | $ | (38.9 | ) | | | | | | | | | | | | | | | | |
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| | Latisys | | | | | | | | | | | | | | | | | |
| | 23-Feb-15 | | | | | | | | | | | | | | | | | |
Deferred income tax assets: | | | | | | | | | | | | | | | | | | | | |
Net operating loss carry forwards | | $ | 53.9 | | | | | | | | | | | | | | | | | |
Deferred revenue | | | 1.3 | | | | | | | | | | | | | | | | | |
Other | | | 0.7 | | | | | | | | | | | | | | | | | |
Total deferred income tax assets | | | 55.9 | | | | | | | | | | | | | | | | | |
Deferred income tax liabilities: | | | | | | | | | | | | | | | | | | | | |
Property and equipment | | | (48.3 | ) | | | | | | | | | | | | | | | | |
Intangible assets | | | (84.1 | ) | | | | | | | | | | | | | | | | |
Total deferred income tax liabilities | | | (132.4 | ) | | | | | | | | | | | | | | | | |
Net deferred income tax liabilities | | $ | (76.5 | ) | | | | | | | | | | | | | | | | |
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Adjustments to Purchase Accounting Estimates Associated with Prior Year Acquisitions |
Access, FiberLink and CoreXchange |
During the first quarter of Fiscal 2015, the Company finalized its acquisition accounting for Access and FiberLink and its previously reported allocation of the purchase consideration associated with these acquisitions as a result of changes to the original fair value estimates of certain items acquired. These changes are the result of additional information obtained since June 30, 2014 that related to facts and circumstances that existed at the respective acquisition dates. Related to the Access acquisition, property, plant and equipment increased by $3.1, customer relationship intangible assets increased by $2.0, and deferred tax liabilities increased by $2.0 related to the Company's final valuation of non-working capital acquired assets and the related deferred tax impacts. Related to the FiberLink acquisition, property, plant and equipment increased by $9.9, customer relationship intangible assets increased by $2.1, and deferred tax assets increased by $0.7 related to the Company's final valuation of non-working capital acquired assets and the related deferred tax impacts. The Company has recast the previously reported consolidated balance sheet as of June 30, 2014 in connection with the finalization of acquisition accounting for these acquisitions. The Company did not recast the previously reported consolidated statement of operations for the year ended June 30, 2014 due to the immaterial effect of the related adjustments. |
During the third quarter of Fiscal 2015, the Company finalized its acquisition accounting for CoreXchange and its previously reported allocations of the purchase consideration associated with this acquisition. As a result of changes to the original fair value estimates the following adjustments were made: other current assets decreased by $0.4, property and equipment increased by $0.2, customer relationships increase by $0.9 and current liabilities decreased by $0.1. The Company has not recast the previously reported consolidated balance sheet as of June 30, 2014 or the previously reported consolidated statement of operations for the year ended June 30, 2014 due to the immaterial effect of the related adjustments. |
Fibergate Holdings, Inc. (“Fibergate”) Settlement |
On August 31, 2012, the Company acquired 100% of the equity interest in Fibergate, a privately held corporation, for total consideration of $118.3. $17.6 of the purchase price was held in escrow pending the expiration of the working capital and indemnification adjustment period. Prior to the expiration of the indemnification adjustment period, the Company filed an indemnification claim against the former owners of Fibergate. During the three months ended December 31, 2014, the Company and the former owners of Fibergate entered into a settlement agreement and mutual release, which resulted in a refund of $2.5 of the purchase price. The $2.5 proceeds are included as a reduction to selling, general and administrative expenses on the condensed consolidated statement of operations for the nine months ended March 31, 2015. |
Geo |
During the nine months ended March 31, 2015, the Company made various adjustments to its previously reported provisional allocations of the purchase consideration associated with the Geo acquisition as a result of changes to the original fair value estimates of certain items acquired. These changes are the result of additional information obtained since June 30, 2014 that related to facts and circumstances that existed at the respective acquisition dates. As a result of changes to the original fair value estimates the following adjustments were made: other current assets decreased by $1.9, property and equipment increased by $1.7, other assets decreased by $0.1, current liabilities increased by $8.7, deferred revenue increased by $3.6, deferred tax liabilities, net increased by $1.4 and other liabilities increased by $3.7. The Company has not recast the previously reported consolidated balance sheet as of June 30, 2014 or the previously reported consolidated statement of operations for the year ended June 30, 2014 due to the immaterial effect of the related adjustments. |
Transaction Costs |
Transaction costs include expenses associated with professional services (i.e., legal, accounting, regulatory, etc.) rendered in connection with signed and/or closed acquisitions or disposals (including spin-offs), travel expense, severance expense incurred on the date of acquisition or disposal, and other direct expenses incurred that are associated with such acquisitions or disposals. The Company incurred transaction costs of $1.5 and $6.0 during the three and nine months ended March 31, 2015, respectively, and nil and $0.8 during the three and nine months ended March 31, 2014, respectively. Transaction costs have been included in selling, general and administrative expenses in the condensed consolidated statements of operations and in cash flows from operating activities in the condensed consolidated statements of cash flows during these periods. |
Pro-forma Financial Information |
The pro forma results presented below include the effects of the Company’s Fiscal 2014 acquisitions of Corelink, Access, FiberLink, CoreXchange, and Geo and Fiscal 2015 acquisitions of the AtlantaNAP, Neo, IdeaTek and Latisys as if the acquisitions occurred on July 1, 2013. The pro forma net loss for the periods ended March 31, 2015 and 2014 includes the additional depreciation and amortization resulting from the adjustments to the value of property and equipment and intangible assets resulting from purchase accounting and adjustment to amortized revenue during Fiscal 2014 and 2015 as a result of the acquisition date valuation of assumed deferred revenue. The pro forma results also include interest expense associated with debt used to fund the acquisitions. The pro forma results do not include any anticipated synergies or other expected benefits of the acquisitions. The unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisitions been consummated as of July 1, 2013. |
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| | Three months ended | | | Nine months ended | | | | | |
March 31, | March 31, | | | | |
| | 2015 | | | 2014 | | | 2015 | | | 2014 | | | | | |
Revenue | | $ | 357.4 | | | $ | 333.3 | | | $ | 1,057.90 | | | $ | 986.8 | | | | | |
Net loss | | $ | (61.0 | ) | | $ | (56.7 | ) | | $ | (187.0 | ) | | $ | (145.0 | ) | | | | |
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The Company is unable to determine the amount of revenue and net income associated with each acquisition recognized in the post-acquisition period as a result of integration activities. |