Acquisitions | 3 Months Ended |
Sep. 30, 2014 |
Business Combinations [Abstract] | ' |
Acquisitions | ' |
(2) ACQUISITIONS |
As of September 30, 2014 and since its formation, the Company has consummated 32 transactions accounted for as business combinations. The consummation of the acquisitions was 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 4% equity interest on or after December 31, 2015. The purchase consideration of €57.2 (or $78.1) 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. |
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 cash consideration 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 “Revolver”. 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 $17.5, net of cash acquired. 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 Revolver. 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 September 30, 2014, 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 CoreXchange, Geo, AtlantaNAP and Neo. All information presented with respect to certain working capital and non-working capital acquired assets and liabilities assumed as it relates to these acquisitions is preliminary and subject to revision pending the final fair value analysis. During the three months ended September 30, 2014, the Company finalized its fair value analysis and resulting purchase accounting for the Access and Fiberlink acquisitions consummated in Fiscal 2014. |
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: |
|
| | AtlantaNAP | | Neo | | | | | | | | | | | | |
Acquisition date | | 1-Jul-14 | | 1-Jul-14 | | | | | | | | | | | | |
Cash | | $ | — | | | $ | 4.2 | | | | | | | | | | | | | |
Other current assets | | 0.3 | | | 13.1 | | | | | | | | | | | | | |
Property and equipment | | 9.7 | | | 42.9 | | | | | | | | | | | | | |
Deferred tax assets, net | | 0.1 | | | — | | | | | | | | | | | | | |
Intangibles | | 30.4 | | | 13.4 | | | | | | | | | | | | | |
Goodwill | | 13.6 | | | 25 | | | | | | | | | | | | | |
Other assets | | — | | | 2.4 | | | | | | | | | | | | | |
Total assets acquired | | 54.1 | | | 101 | | | | | | | | | | | | | |
Current liabilities | | 1.3 | | | 10.3 | | | | | | | | | | | | | |
Deferred revenue | | 0.3 | | | 6.3 | | | | | | | | | | | | | |
Deferred tax liability, net | | — | | | 6.3 | | | | | | | | | | | | | |
Total liabilities assumed | | 1.6 | | | 22.9 | | | | | | | | | | | | | |
Net assets acquired | | 52.5 | | | 78.1 | | | | | | | | | | | | | |
Less cash acquired | | — | | | (4.2 | ) | | | | | | | | | | | | |
Net consideration paid | | $ | 52.5 | | | $ | 73.9 | | | | | | | | | | | | | |
|
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: |
|
| | 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 | | | | 0.7 | | | | 10.7 | |
Property and equipment | | | 15.9 | | | | 11.5 | | | | 15.9 | | | | 3 | | | | 219.5 | |
Deferred tax assets, net | | | — | | | | — | | | | 7.7 | | | | 0.2 | | | | — | |
Intangibles | | | 0.2 | | | | 18 | | | | 19.3 | | | | 10.1 | | | | 61.2 | |
Goodwill | | | 3 | | | | 24 | | | | 19.8 | | | | 4.7 | | | | 90.2 | |
Other assets | | | 0.5 | | | | — | | | | 0.1 | | | | — | | | | 9.9 | |
Total assets acquired | | | 20.2 | | | | 57 | | | | 63.6 | | | | 18.7 | | | | 405.2 | |
Current liabilities | | | 0.7 | | | | 1 | | | | 1.3 | | | | 0.6 | | | | 16.9 | |
Deferred revenue | | | 0.2 | | | | 5.1 | | | | 19.2 | | | | 0.4 | | | | 44.3 | |
Capital lease obligations | | | 14.3 | | | | — | | | | — | | | | 0.2 | | | | — | |
Deferred tax liability, net | | | 3 | | | | 9.6 | | | | — | | | | — | | | | 38 | |
Total liabilities assumed | | | 18.2 | | | | 15.7 | | | | 20.5 | | | | 1.2 | | | | 99.2 | |
Net assets acquired | | | 2 | | | | 41.3 | | | | 43.1 | | | | 17.5 | | | | 306 | |
Less cash acquired | | | (0.1 | ) | | | (1.2 | ) | | | — | | | | — | | | | (13.7 | ) |
Net consideration paid | | $ | 1.9 | | | $ | 40.1 | | | $ | 43.1 | | | $ | 17.5 | | | $ | 292.3 | |
|
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, $30.4; and Neo, $13.4; Fiscal 2014 acquisitions - Access, $18.0; Fiberlink, $19.3; CoreXchange, $10.1; and Geo, $61.2. The Company has not yet finalized the valuation of acquired customer relationships for CoreXchange, Geo, AtlantaNAP and Neo. For Fiscal 2015, the Company estimated the useful life of the acquired customer relationships to be approximately 11 years for AtlantaNAP and 15 years for Neo. For Fiscal 2014, the Company estimated the useful life of the acquired customer relationships to be approximately 20 years for Access, 12 years for Corelink and Geo, 11 years for CoreXchange, and 18 years for Fiberlink. |
The previous owners of Geo had entered into various agreements, including IRU agreements with other telecommunication service providers to lease fiber and other bandwidth infrastructure in exchange for upfront cash payments. The Company accounted for acquired deferred revenue at its acquisition date fair value, which was determined utilizing the market approach. The market approach incorporated the actual up-front payments received by Geo under contracts entered within 18 months of the acquisition, as those were recent market transactions between parties unrelated to the Company. A fair value of $44.3 was assigned to the acquired deferred revenue balance of Geo. The acquired deferred revenue is being recognized over a weighted average remaining contract term of 9.7 years for Geo. |
|
Purchase Accounting Estimates Associated with Deferred Taxes |
Based on the Company’s fair value assessment related to deferred tax assets acquired in the Geo acquisition, a value of $38.0 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: |
|
| | | Geo | | | | | | | | | | | | | | | | |
| | | 16-May-14 | | | | | | | | | | | | | | | | |
Deferred income tax assets: | | | | | | | | | | | | | | | | | | | | |
Net operating loss carryforwards | | $ | 2.5 | | | | | | | | | | | | | | | | | |
Deferred revenue | | | 4.4 | | | | | | | | | | | | | | | | | |
Total deferred income tax assets | | | 6.9 | | | | | | | | | | | | | | | | | |
Deferred income tax liabilities: | | | | | | | | | | | | | | | | | | | | |
Property and equipment | | | (32.7 | ) | | | | | | | | | | | | | | | | |
Intangible assets | | | (12.2 | ) | | | | | | | | | | | | | | | | |
Total deferred income tax liabilities | | | (44.9 | ) | | | | | | | | | | | | | | | | |
Net deferred income tax assets/(liabilities) | | $ | (38.0 | ) | | | | | | | | | | | | | | | | |
Adjustments to Purchase Accounting Estimates Associated with Prior Year Acquisitions |
Access and Fiberlink |
During the quarter ended September 30, 2014, 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 the filing of the Company's final prospectus on October 17, 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. |
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 $3.4 and $0.6 during the three months ended September 30, 2014 and 2013, 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 and Neo as if the acquisitions occurred on July 1, 2013. The pro forma loss for the quarters ended September 30, 2014 and 2013 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 (in millions) 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. |
|
| | Three months ended September 30, | | | | | | | | | | | | | |
| | 2014 | | | 2013 | | | | | | | | | | | | | |
Revenue | | $ | 320.6 | | | $ | 299 | | | | | | | | | | | | | |
Loss from operations | | $ | (110.5 | ) | | $ | (30.0 | ) | | | | | | | | | | | | |
|
The Company is unable to determine the amount of revenue associated with each acquisition recognized in the post-acquisition period as a result of integration activities. |
|