XML 83 R11.htm IDEA: XBRL DOCUMENT v3.19.3
ACQUISITION
9 Months Ended
Sep. 30, 2019
Business Combinations [Abstract]  
ACQUISITION
ACQUISITION

On February 28, 2018, the Company acquired SingleHop LLC ("SingleHop"), a provider of high-performance data center services including colocation, managed hosting, cloud and network services for $132.0 million net of working capital adjustments of approximately $0.4 million, liabilities assumed, and net of cash acquired. The transaction was funded with an incremental term loan and cash from the balance sheet. As part of the financing, INAP obtained amendments to its credit agreement to allow for the incremental term loan and to provide further operational flexibility under the credit agreement covenants. The amendments to the credit agreement are described in more detail in Note 8, "Debt."

The following table summarizes the final fair values of the assets acquired and liabilities assumed at the acquisition date and includes purchase accounting adjustments subsequent to the acquisition date (in thousands):
 
Final Valuation as of December 31, 2018
Cash
$
2,823

Prepaid expenses and other assets
2,227

Property, plant and equipment
14,253

Other long-term assets
576

Intangible assets:
 
Noncompete agreements
4,000

Trade names
1,700

Technology
15,100

Customer relationships
34,100

Goodwill
66,008

Total assets acquired
140,787

Accounts payable and accrued liabilities
2,819

Deferred revenue
2,434

Long term liabilities
534

Net assets acquired
$
135,000



The fair value assigned to identifiable intangible assets acquired was based on estimates and assumptions made by management. The intangible assets are being amortized over periods which reflect the pattern in which economic benefits of the assets are expected to be realized. The customer relationships are being amortized on an accelerated basis over an estimated useful life of ten years and the noncompete agreements, trade names, and technology are being amortized on a straight-line basis over four, eight, and seven years, respectively.
Goodwill represents the excess of the consideration transferred over the aggregate fair values of assets acquired and liabilities assumed. The goodwill recorded in connection with this acquisition was based on operating synergies and other benefits expected to result from the combined operations and the assembled workforce acquired. The goodwill acquired is deductible for tax purposes.
 
Pro Forma Financial Information

The following unaudited pro forma financial information presents the combined results of operations of INAP and SingleHop as if the acquisition had occurred on January 1, 2017. The unaudited pro forma financial information is not intended to represent or be indicative of our consolidated results of operations that would have been reported had the INAP and SingleHop acquisition been completed as of January 1, 2017, and should not be taken as indicative of our future consolidated results of operations. The pro forma results are as follows (in thousands, except for per share amounts):
 
Nine Months Ended
September 30,
 
 
2018
Net revenues
 
$
247,260

Net loss
 
(45,173
)
Basic and diluted net loss per share
 
(2.27
)
Weighted average shares outstanding used in computing basic and diluted net loss per share
 
19,968