Document
    
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 

FORM 10-Q
 

(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2019
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to ______
 
Commission File Number: 001-31989
 
 
INTERNAP CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
91-2145721
(State or Other Jurisdiction of
(I.R.S. Employer
Incorporation or Organization)
Identification No.)
 12120 Sunset Hills Road, Suite 330
Reston, VA 20190
(Address of Principal Executive Offices, Including Zip Code)
 
(404) 302-9700
(Registrant’s Telephone Number, Including Area Code)
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): 
Large accelerated filer
¨
Accelerated filer
ý
Non-accelerated filer
¨
Smaller reporting company
ý
 
 
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

Securities registered pursuant to Section 12(b) of the Act:



Title of each class
 
Trading Symbol
 
Name of each exchange on which registered
Common stock, $0.001 par value
 
INAP
 
Nasdaq Global Market

As of August 5, 2019, 26,750,106 shares of the registrant’s outstanding common stock, $0.001 par value per share, were outstanding.
 



INTERNAP CORPORATION
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2019
TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 






ITEM 1. FINANCIAL STATEMENTS

INTERNAP CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS
(In thousands, except per share amounts)
(Unaudited)

 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
2019
 
2018
 
2019
 
2018
Net revenues
 
$
73,134

 
$
81,962

 
$
146,698

 
$
156,163

 
 
 
 
 
 
 
 
 
Operating costs and expenses:
 
 

 
 

 
 
 
 
Costs of sales and services, exclusive of depreciation and amortization
 
25,949

 
27,331

 
51,682

 
51,938

Costs of customer support
 
8,726

 
8,841

 
17,516

 
16,228

Sales, general and administrative
 
15,683

 
19,602

 
33,204

 
39,456

Depreciation and amortization
 
21,955

 
22,712

 
44,133

 
43,870

Exit activities, restructuring and impairments
 
231

 
826

 
1,647

 
793

Total operating costs and expenses
 
72,544

 
79,312

 
148,182

 
152,285

Income (loss) from operations
 
590

 
2,650

 
(1,484
)
 
3,878

 
 
 
 
 
 
 
 
 
Interest expense
 
19,218

 
16,739

 
36,665

 
32,343

Loss (gain) on foreign currency, net
 
118

 
26

 
322

 
(189
)
Total non-operating expenses
 
19,336

 
16,765

 
36,987

 
32,154

 
 
 
 
 
 
 
 
 
Loss before income taxes and equity in earnings of equity-method investment
 
(18,746
)
 
(14,115
)
 
(38,471
)
 
(28,276
)
(Benefit) provision for income taxes
 
(211
)
 
141

 
(314
)
 
241

 
 
 
 
 
 
 
 
 
Net loss
 
(18,535
)
 
(14,256
)
 
(38,157
)
 
(28,517
)
   Less net income attributable to non-controlling interests
 
20

 
23

 
42

 
50

Net loss attributable to INAP shareholders
 
(18,555
)
 
(14,279
)
 
(38,199
)
 
(28,567
)
Other comprehensive (loss) income:
 
 

 
 

 
 
 
 
Foreign currency translation adjustment
 
(27
)
 
61

 
170

 
122

Total other comprehensive (loss) income
 
(27
)
 
61

 
170

 
122

 
 
 
 
 
 
 
 
 
Comprehensive loss
 
$
(18,582
)
 
$
(14,218
)
 
$
(38,029
)
 
$
(28,445
)
 
 
 
 
 
 
 
 
 
Basic and diluted net loss per share
 
$
(0.78
)
 
$
(0.71
)
 
$
(1.61
)
 
$
(1.43
)
 
 
 
 
 
 
 
 
 
Weighted average shares outstanding used in computing basic and diluted net loss per share
 
23,667

 
20,053

 
23,716

 
19,985

See Notes to Condensed Consolidated Financial Statements.




INTERNAP CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value amounts)
(Unaudited)
 
 
June 30,
2019
 
December 31, 2018
ASSETS
 
 

 
 

Current assets:
 
 

 
 

Cash and cash equivalents
 
$
10,468

 
$
17,823

Accounts receivable, net of allowance for doubtful accounts of $1,091 and $1,547, respectively
 
18,563

 
20,054

Contract assets
 
9,130

 
8,844

Term loan, less discount and prepaid costs of $4,971

 
614

 

Prepaid expenses and other assets
 
7,807

 
7,377

Total current assets
 
46,582

 
54,098

 
 
 
 
 
Property and equipment, net
 
223,497

 
478,061

Operating lease right-of-use assets
 
35,488

 

Finance lease right-of-use assets
 
229,228

 

Intangible assets, net
 
67,446

 
73,042

Goodwill
 
116,217

 
116,217

Contract assets
 
15,217

 
16,104

Deposits and other assets
 
7,121

 
7,409

Total assets
 
$
740,796

 
$
744,931

 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
 
 

 
 

Current liabilities:
 
 

 
 

Accounts payable
 
$
25,826

 
$
23,435

Accrued liabilities
 
11,287

 
15,540

Deferred revenues
 
7,917

 
8,022

Capital lease obligations
 

 
9,080

Revolving credit facility
 
6,000

 

Term loan, less discount and prepaid costs of $4,036
 

 
321

Exit activities and restructuring liability
 
466

 
2,526

Short-term operating lease liabilities
 
6,584

 

Short-term finance lease liabilities
 
5,930

 

Other current liabilities
 
70

 
1,063

Total current liabilities
 
64,080

 
59,987

 
 
 
 
 
Deferred revenues
 
312

 
511

Operating lease liabilities
 
32,253

 

Finance lease liabilities
 
262,476

 

Capital lease obligations
 

 
262,382

Term loan, less discount and prepaid costs of $9,007 and $9,508, respectively
 
413,958

 
415,278

Deferred tax liability
 
1,617

 
2,211

Other long-term liabilities
 
3,633

 
4,505

Total liabilities
 
778,329

 
744,874

Commitments and contingencies (Refer to Note 10)
 


 


Stockholders’ (deficit) equity:
 
 

 
 

Preferred stock, $0.001 par value; 5,000 shares authorized; no shares issued or outstanding
 

 

Common stock, $0.001 par value; 50,000 shares authorized; 26,770 and 25,455 shares outstanding, respectively
 
27

 
25

Additional paid-in capital
 
1,370,835

 
1,368,968

Treasury stock, at cost, 387 and 330, respectively
 
(7,956
)
 
(7,646
)
Accumulated deficit
 
(1,401,270
)
 
(1,363,019
)
Accumulated items of other comprehensive loss
 
(895
)
 
(1,065
)
Total INAP stockholders’ deficit
 
(39,259
)
 
(2,737
)
Non-controlling interests
 
1,726

 
2,794

Total stockholders’ (deficit) equity
 
(37,533
)
 
57

Total liabilities and stockholders’ (deficit) equity
 
$
740,796

 
$
744,931

See Notes to Condensed Consolidated Financial Statements.




INTERNAP CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY
(In thousands)
(Unaudited)

 
Common Stock
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares
 
Par Value
 
Additional Paid-In Capital
 
Treasury Stock
 
Accumulated Deficit
 
Accumulated Items of Other Comprehensive Loss
 
Non-Controlling Interest
 
Total Stockholders' (Deficit) Equity
Three and Six Months Ended June 30, 2018
 
 
 
 
 
 
 
 
 
 
Balance, December 31, 2017
20,804

 
$
21

 
$
1,327,084

 
$
(7,159
)
 
$
(1,323,723
)
 
$
(1,324
)
 
$
4,069

 
$
(1,032
)
Adoption of ASC 606

 

 

 

 
24,185

 

 

 
24,185

Net loss

 

 

 

 
(14,261
)
 

 

 
(14,261
)
Net income attributable to non-controlling interest

 

 

 

 
(27
)
 

 
27

 

Foreign currency translation

 

 

 

 

 
61

 

 
61

INAP Japan

 

 

 

 

 

 
(990
)
 
(990
)
Common stock issuance
343

 

 

 

 

 

 

 

Employee taxes paid on withholding shares
(20
)
 

 

 
(270
)
 

 

 

 
(270
)
Stock-based compensation

 

 
869

 

 

 

 

 
869

Proceeds from exercise of stock options, net
4

 

 
32

 

 

 

 

 
32

Balance, March 31, 2018
21,131

 
21

 
1,327,985

 
(7,429
)
 
(1,313,826
)
 
(1,263
)
 
3,106

 
8,594

Adoption of ASC 606

 

 

 

 
(981
)
 

 

 
(981
)
Net loss

 

 

 

 
(14,256
)
 

 

 
(14,256
)
Net income attributable to non-controlling interest

 

 

 

 
(23
)
 

 
23

 

Foreign currency translation

 

 

 

 

 
61

 

 
61

INAP Japan

 

 

 

 

 

 
(205
)
 
(205
)
Common stock issuance
104

 

 

 

 

 

 

 

Employee taxes paid on withholding shares
(16
)
 

 

 
(201
)
 

 

 

 
(201
)
Stock-based compensation

 

 
1,382

 

 

 

 

 
1,382

Proceeds from exercise of stock options, net

 

 
1

 

 

 

 

 
1

Balance, June 30, 2018
21,219

 
$
21

 
$
1,329,368

 
$
(7,630
)
 
$
(1,329,086
)
 
$
(1,202
)
 
$
2,924

 
$
(5,605
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See Notes to Condensed Consolidated Financial Statements.
 
 
 
 
 
 
 
 
 



INTERNAP CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY (CONTINUED)
 (In thousands)
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common Stock
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares
 
Par Value
 
Additional Paid-In Capital
 
Treasury Stock
 
Accumulated Deficit
 
Accumulated Items of Other Comprehensive Loss
 
Non-Controlling Interest
 
Total Stockholders' (Deficit) Equity
Three and Six Months Ended June 30, 2019
 
 
 
 
 
 
 
 
 
 
Balance, December 31, 2018
25,455

 
$
25

 
$
1,368,968

 
$
(7,646
)
 
$
(1,363,019
)
 
$
(1,065
)
 
$
2,794

 
$
57

Adoption of ASC 842

 

 

 

 
(52
)
 

 

 
(52
)
Net loss

 

 

 

 
(19,622
)
 

 

 
(19,622
)
Net income attributable to non-controlling interest

 

 

 

 
(22
)
 

 
22

 

Foreign currency translation

 

 

 

 

 
197

 

 
197

INAP Japan

 

 

 

 

 

 
(1,133
)
 
(1,133
)
Common stock issuance
1,339

 
2

 
(43
)
 

 

 

 

 
(41
)
Employee taxes paid on withholding shares
(48
)
 

 

 
(268
)
 

 

 

 
(268
)
Stock-based compensation

 

 
890

 

 

 

 

 
890

Balance, March 31, 2019
26,746

 
27

 
1,369,815

 
(7,914
)
 
(1,382,715
)
 
(868
)
 
1,683

 
(19,972
)
Adoption of ASC 842

 

 

 

 

 

 

 

Net loss

 

 

 

 
(18,535
)
 

 

 
(18,535
)
Net income attributable to non-controlling interest

 

 

 

 
(20
)
 

 
20

 

Foreign currency translation

 

 

 

 

 
(27
)
 

 
(27
)
INAP Japan

 

 

 

 

 

 
23

 
23

Common stock issuance
33

 

 

 

 

 

 

 

Employee taxes paid on withholding shares
(9
)
 

 

 
(42
)
 

 

 

 
(42
)
Stock-based compensation

 

 
1,020

 

 

 

 

 
1,020

Balance, June 30, 2019
26,770

 
$
27

 
$
1,370,835

 
$
(7,956
)
 
$
(1,401,270
)
 
$
(895
)
 
$
1,726

 
$
(37,533
)

See Notes to Condensed Consolidated Financial Statements.




INTERNAP CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
 
Six Months Ended June 30,
 
 
2019
 
2018
Cash Flows from Operating Activities:
 
 

 
 

Net loss
 
$
(38,157
)
 
$
(28,517
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
44,133

 
43,870

Loss (gain) on disposal of fixed asset
 
481

 
(29
)
Amortization of debt discount and issuance costs
 
2,546

 
1,712

Stock-based compensation expense, net of capitalized amount
 
1,901

 
2,232

Provision for doubtful accounts
 
380

 
604

Non-cash change in finance lease liabilities
 
3,520

 
(371
)
Non-cash change in exit activities and restructuring liability
 
1,405

 
1,112

Non-cash change in deferred rent
 

 
(559
)
Deferred taxes
 
(612
)
 
60

Accreted interest
 
357

 

Other, net
 
(81
)
 
3

Changes in operating assets and liabilities:
 
 
 
 
Accounts receivable
 
1,210

 
(2,165
)
Prepaid expenses, deposits and other assets
 
298

 
(4,073
)
Operating lease right-of-use assets
 
2,151

 

Accounts payable
 
3,375

 
6,939

Accrued and other liabilities
 
(3,146
)
 
(585
)
Deferred revenues
 
(323
)
 
1,249

Exit activities and restructuring liability
 
(3,540
)
 
(2,676
)
Short and long-term operating lease liabilities
 
(1,964
)
 

Asset retirement obligation
 
147

 
(188
)
Other liabilities
 

 
(85
)
Net cash provided by operating activities
 
14,081

 
18,533

 
 
 
 
 
Cash Flows from Investing Activities:
 
 
 
 
Purchases of property and equipment
 
(15,642
)
 
(16,102
)
Proceeds from disposal of property and equipment
 
100

 
541

Business acquisition, net of cash acquired
 

 
(131,748
)
Additions to acquired and developed technology
 
(817
)
 
(1,340
)
Net cash used in investing activities
 
(16,359
)
 
(148,649
)
 
 
 
 
 
Cash Flows from Financing Activities:
 
 
 
 
Proceeds from credit agreements
 
6,000

 
146,000

Principal payments on credit agreements
 
(2,178
)
 
(2,178
)
Debt issuance costs
 
(2,815
)
 
(7,696
)
Payments on finance lease liabilities
 
(4,696
)
 
(4,424
)
Acquisition of non-controlling interests
 
(973
)
 
(1,130
)
Proceeds from exercise of stock options
 

 
(108
)
Acquisition of common stock for income tax withholdings
 
(310
)
 
(471
)
Other, net
 
50

 
264

Net cash (used in) provided by in financing activities
 
(4,922
)
 
130,257

Effect of exchange rates on cash and cash equivalents
 
(155
)
 
(5
)
Net (decrease) increase in cash and cash equivalents
 
(7,355
)
 
136

Cash and cash equivalents at beginning of period
 
17,823

 
14,603

Cash and cash equivalents at end of period
 
$
10,468

 
$
14,739

 
 
 
 
 
Supplemental Disclosures of Cash Flow Information:
 
 

 
 

Cash paid for interest
 
$
29,859

 
$
29,965

Additions to property and equipment included in accounts payable
 
1,268

 
4,023

 
See Notes to Condensed Consolidated Financial Statements.




 

INTERNAP CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.
NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Internap Corporation (“we,” “us,” “our,” “INAP,” or “the Company”) is a leading-edge provider of high-performance data center and cloud solutions with over 100 network Points of Presence (“POP”) worldwide. INAP's full-spectrum portfolio of high-density colocation, managed cloud hosting and network solutions supports evolving IT infrastructure requirements for customers ranging from the Fortune 500 to emerging start-ups. INAP operates 21 metropolitan markets, primarily in North America, with data centers connected by a low-latency, high-capacity fiber network. INAP has over one million gross square feet in its portfolio, with approximately 600,000 square feet of sellable data center space. 

We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. These financial statements include all of our accounts and those of our wholly-owned subsidiaries. We have eliminated all intercompany transactions and balances in the accompanying financial statements. In the opinion of management, all adjustments necessary for a fair presentation of the interim results have been reflected therein. All such adjustments were of a normal and recurring nature with the exception of those related to the adoption of new accounting standards as discussed in Note 2, "Recent Accounting Pronouncements" and Note 4, "Leases."
 
We have condensed or omitted certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP. The accompanying financial statements reflect all adjustments, which consist of normal recurring adjustments unless otherwise disclosed, necessary for a fair statement of our financial position as of June 30, 2019 and our operating results and cash flows for the interim periods presented. The balance sheet at December 31, 2018 was derived from our audited financial statements, but does not include all disclosures required by GAAP. You should read the accompanying financial statements and the related notes in conjunction with our financial statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission (“SEC”).
 
The preparation of financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Actual results may differ materially from these estimates. The results of operations for the three and six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the 2019 fiscal year or any future periods. 

Out of Period Adjustment

In connection with the preparation, review and audit of the Company's consolidated financial statements required to be included in the Annual Report on Form 10-K for the year ended December 31, 2018, management identified certain errors in the Company's historical financial statements, resulting in a conclusion that certain corrections need to be made to the Company's unaudited quarters during 2018. The Company has revised its prior period consolidated financial statements accordingly and included such revisions herein. Based on an analysis of quantitative and qualitative factors, the Company concluded that these errors were not material to the consolidated financial position, results of operations or cash flows as presented in the Company’s quarterly financial statements that have been previously filed in the Company’s Quarterly Reports on Form 10-Q. As a result, amendment of such reports was not required. The revisions to correct errors relate to the correction of accounting for an amendment to a capital lease executed in February 2018.






The adjustments to the Company’s previously issued quarterly financial statements for the three and six months ended June 30, 2018 are as follows (in thousands):
 
Three and Six Months Ended June 30, 2018
 
As reported
Adjustments
As adjusted
 
 
 
 
Costs of sales and services, exclusive of depreciation and amortization - QTD
$
27,976

$
(645
)
$
27,331

Costs of sales and services, exclusive of depreciation and amortization - YTD
53,013

(1,075
)
51,938

Depreciation and amortization - QTD
22,590

122

22,712

Depreciation and amortization - YTD
43,667

203

43,870

Interest expense - QTD
15,860

879

16,739

Interest expense - YTD
30,887

1,456

32,343

Net loss attributable to INAP shareholders - QTD
(13,923
)
(356
)
(14,279
)
Net loss attributable to INAP shareholders - YTD
(27,983
)
(584
)
(28,567
)
Property and equipment, net
452,958

10,315

463,273

Total assets
724,707

10,315

735,022

Capital lease obligations - non-current
220,721

10,855

231,576

Total liabilities
729,728

10,855

740,583

Accumulated deficit
(1,328,502
)
(584
)
(1,329,086
)
Total stockholders' (deficit) equity
$
(5,021
)
$
(584
)
$
(5,605
)

2.    RECENT ACCOUNTING PRONOUNCEMENTS
 
In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842), which states that a lessee should recognize the assets and liabilities that arise from leases. The standard has since been modified with several ASUs (collectively, the "new lease standard"). The new lease standard is effective for annual and interim periods beginning after December 15, 2018. Earlier adoption is permitted. The Company adopted the new lease standard on January 1, 2019, the beginning of fiscal 2019. Prior periods presented in our condensed consolidated financial statements continue to be presented in accordance with the former lease standard, Topic 840, Leases.

The new lease standard provides entities two options for applying the modified retrospective approach (1) retrospectively to each prior reporting period presented in the financial statements with the cumulative-effect adjustment recognized at the beginning of the earliest comparative period presented or (2) retrospectively at the beginning of the period of adoption (January 1, 2019) through a cumulative-effect adjustment recognized then. The Company adopted the new lease standard by recognizing and measuring leases at the adoption date with a cumulative effect of initially applying the guidance recognized at the date of initial application. The most significant impact relates to the recognition on the Company's balance sheet of right-of-use ("ROU") assets and lease liabilities for all operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily depends on its classification. For income statement purposes, operating leases will result in a straight-line expense while finance leases will result in a front-loaded expense pattern.

The Company elected the package of practical expedients to not reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs. The Company did not separately record lease components from non-lease components, and accounts for them together as a single lease component. INAP made an accounting policy election to not record leases with an initial term of 12 months or less on the balance sheet. The Company recognizes lease expense for these short-term leases on a straight-line basis over the lease term in the consolidated statements of operations and comprehensive loss. The Company has elected to not record a ROU asset or ROU liability for leases with an asset or liability balance that would be less than one thousand dollars ($1,000) on the adoption date on the basis of materiality. This threshold continues to be consistent with the Company’s Property and Equipment capitalization threshold.

As a result of our adoption of the new lease standard, we have implemented a new lease accounting system, accounting policies and processes which changed the Company's internal controls over financial reporting for lease accounting.






The Company primarily has capital leases which have been recorded on the consolidated balance sheets and as of the January 1, 2019 transition date, the capital leases became finance leases establishing the ROU asset and liability. The ROU assets and liabilities for operating leases were $28.5 million and $31.0 million of total Company assets and liabilities, respectively, as of January 1, 2019.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The ASU is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The ASU requires the measurement of all expected credit losses for financial assets including trade receivables, loans and held-to-maturity debt securities held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This will result in the earlier recognition of credit losses. For available-for-sale debt securities, entities will be required to recognize an allowance for credit losses rather than a reduction to the carrying value of the asset. If expected cash flows improve, an entity will reduce the allowance and reverse the expense through income. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Entities will have to make more disclosures, including disclosures by year of origination for certain financing receivables. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application will be permitted for all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is evaluating the impact, if any, that this pronouncement will have on its condensed consolidated financial statements.

In February 2018, the FASB issued ASU No. 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220). This standard provides an option to reclassify stranded tax effects within accumulated other comprehensive income (loss) (“AOCI”) to retained earnings due to the U.S. federal corporate income tax rate change in the Tax Cuts and Jobs Act of 2017. This standard was effective for interim and annual reporting periods beginning after December 15, 2018. We did not exercise the option to make this reclassification.

In June 2018, the FASB issued ASU 2018-07, Improvements to Non-employee Share-Based Payment Accounting broadens the scope of FASB ASC Topic 718, Compensation — Stock Compensation, which currently covers only share-based payments to employees. The change substantially aligns the accounting for share-based payments for both employees and non-employees. The ASU supersedes Subtopic 505-50, Equity — Equity-Based Payments to Non-Employees. The measurement of equity-classified non-employee awards will be fixed at the grant date, and entities will measure the cost of awards subject to a performance condition using the outcome that is probable at the balance sheet date. Entities may use the expected term to measure non-employee options or elect to use the contractual term as the expected term, on an award-by-award basis. Entities will recognize a cumulative-effect adjustment to retained earnings for equity classified non-employee awards for which a measurement date has not been established and liability-classified non-employee awards that have not been settled. The guidance is effective for calendar-year public business entities in annual periods beginning after December 15, 2018, and interim periods within those years. The Company adopted this pronouncement in the first quarter of 2019 and it did not have a material impact on its condensed consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), relating to a customer's accounting for implementation, set-up, and other upfront costs incurred in a cloud computing arrangement that is hosted by a vendor (i.e., a service contract). Under the new guidance, a customer will apply the same criteria for capitalizing implementation costs as it would for an arrangement that has a software license. The new guidance also prescribes the balance sheet, income statement, and cash flow classification of the capitalized implementation costs and related amortization expense, and requires additional quantitative and qualitative disclosures. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application is permitted.  The Company can choose to adopt the new guidance (1) prospectively to eligible costs incurred on or after the date this guidance is first applied, or (2) retrospectively. The Company is evaluating the impact, if any, that this pronouncement will have on its condensed consolidated financial statements.
 
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement, which removes, adds and modifies certain disclosure requirements for fair value measurements in Topic 820. The Company will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, and the valuation processes of Level 3 fair value measurements. However, the Company will be required to additionally disclose the changes in unrealized gains and losses included in other comprehensive income for recurring Level 3 fair value measurements, and the range and weighted average of assumptions used to develop significant unobservable inputs for Level 3 fair value measurements. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019.  The amendments relating to additional disclosure requirements will be applied prospectively for only the most recent interim or annual period presented in the initial year of adoption. All other amendments will be applied retrospectively to all periods presented upon their effective date. The Company is permitted to early



adopt either the entire ASU or only the provisions that eliminate or modify the requirements. The Company is evaluating the impact, if any, that this pronouncement will have on its condensed consolidated financial statements.


3.    REVENUES

We generate revenues primarily from the sale of data center services, including colocation, hosting and cloud, and IP services. Our revenues typically consist of monthly recurring revenues from contracts with terms of one year or more and we typically recognize the monthly minimum as revenue each month as our performance obligations are fulfilled. We recorded installation fees as deferred revenue and recognized the revenue ratably over the estimated customer life.

For our data center service revenues, we determine colocation revenues by occupied square feet and both allocated and variable-based usage, which includes both physical space for hosting customers' network and other equipment plus associated services such as power and network connectivity, environmental controls and security. We determine hosting revenues by the number of servers utilized (physical or virtual) and cloud revenues by the amount of processing and storage consumed. We recognize IP services revenues on fixed-commitment or usage-based pricing. IP service contracts usually have fixed minimum commitments based on a certain level of bandwidth usage with additional charges for any usage over a specified limit. If a customer's usage of our services exceeds the monthly minimum, we recognize revenue for such excess in the period of the usage. We use contracts and sales or purchase orders as evidence of an arrangement. We test for availability or connectivity to verify delivery of our services.

We assess whether:

a.
the parties to the contract have an approved contract;
b.
the Company can identify each party's rights regarding the goods and services to be transferred;
c.
the Company can identify the payment terms for the goods or services to be transferred;
d.
the contract has commercial substance; and
e.
it is probable that the Company will collect substantially all of the consideration to which it will be entitled in exchange for the goods and services that will be transferred to the customer.

The transaction price reflects INAP’s expectations about the consideration it will be entitled to receive from the customer. The Company considers the terms of the contract and its customary business practices to determine the transaction price. The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes). The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. After contract inception, the transaction price can change for various reasons, including the resolution of uncertain events or other changes in circumstances that change the amount of consideration to which INAP expects to be entitled in exchange for the promised goods or services. Once the separate performance obligations are identified and the transaction price has been determined, the Company allocates the transaction price to the performance obligations in proportion to their standalone selling price ("SSP"). When allocating on a relative SSP basis, any discount within the contract generally is allocated proportionately to all of the performance obligations in the contract.

To allocate the transaction price on a relative SSP basis, the Company first determines the SSP of the distinct good or service underlying each performance obligation. It is the price at which the Company would sell a good or service on a standalone (or separate) basis at contract inception. The observable price of a good or service sold separately provides the best evidence of SSP. If a SSP is not directly observable, the Company would estimate the SSP. The Company will be able to consider its facts and circumstances in order to determine how frequently it will need to update the estimates. If the information used to estimate the SSP for similar transactions has not changed, the Company can determine that it is reasonable to use the previously determined SSP.

Revenue is recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company enters into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations.

The Company's contracts with customers often include performance obligations to transfer multiple products and services to a customer. Common performance obligations of the Company include delivery of services. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together requires significant judgment by the Company.




A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in ASC 606. A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Total transaction price is estimated for impact of variable consideration, such as INAP's service level arrangements, additional usage and late fees, discounts and promotions, and customer care credits. The majority of contracts have multiple performance obligations, as the promise to transfer individual goods or services is separately identifiable from other promises in the contracts and, therefore, is distinct. For contracts with multiple performance obligations, the Company allocates the contract's transaction price to each performance obligation based on its relative SSP.

The SSP is determined based on observable price. In instances where the SSP is not directly observable, such as when the Company does not sell the product or service separately, INAP determines the SSP using information that may include market conditions and other observable inputs. The Company typically has more than one SSP for individual products and services due to the stratification of those products and services by customers and circumstances. In these instances, the Company may use information such as the size of the customer and geographic region in determining the SSP.

The most significant impact of the adoption of the new standard was the requirement for incremental costs to obtain a customer, such as commissions, which previously were expensed as incurred, to be deferred and amortized over the period of contract performance or a longer period if renewals are expected and the renewal commission does not equal with the initial commission.

In addition, installation revenues are recognized over the initial contract life rather than over the estimated customer life, as they are not significant to the total contract and therefore do not represent a material right.

Most performance obligations, with the exception of certain sales of equipment or hardware, are satisfied over time as the customer consumes the benefits as we perform. For equipment and hardware sales, the performance obligation is satisfied when control transfers to the customer.

In evaluating the treatment of certain contracts, the Company exercised heightened judgment in deferring installation revenue as well as expense fulfillment and commission costs over the appropriate life. With the exception of the revenues noted above, revenue recognition remains materially consistent with historical practice.

The Company routinely reviews the collectability of its accounts receivable and payment status of customers. If INAP determines that collection of revenue is uncertain, it does not recognize revenue until collection is reasonably assured. Additionally, the Company maintains an allowance for doubtful accounts resulting from the inability of the Company's customers to make required payments on accounts receivable. The allowance for doubtful accounts is based on historical write-offs as a percentage of revenues. INAP assesses the payment status of customers by reference to the terms under which it provides services or goods, with any payments not made on or before their due date considered past-due. Once all collection efforts have been exhausted, the uncollectible balance is written off against the allowance for doubtful accounts. The Company routinely performs credit checks for new and existing customers and requires deposits or prepayments for customers that are perceived as being a credit risk. In addition, INAP records a reserve amount for potential credits to be issued under service level agreements and other sales adjustments.

Management expects that commission fees paid to sales representatives as a result of obtaining service contracts and contract renewals are recoverable and therefore the Company capitalized them as contract costs in the amount of $24.3 million and $24.9 million at June 30, 2019 and December 31, 2018, respectively. Capitalized commission fees are amortized on a straight-line basis over the determined life, which vary based on the customer segment. For the three months ended June 30, 2019 and June 30, 2018, amortization recognized was $2.4 million for both years. For the six months ended June 30, 2019 and June 30, 2018, amortization recognized was $4.8 million and $4.7 million, respectively. There was no impairment loss recorded on capitalized contract costs for the three and six months ended June 30, 2019 and June 30, 2018.

Applying the practical expedient pertaining to contract costs, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in "Sales, general and administrative" expenses in the accompanying condensed consolidated statements of operations and comprehensive loss.




The Company includes only those incremental costs that would not have been incurred if the contracts had not been entered into as follows (in thousands):
 
 
Current
 
Non-current
Balance at December 31, 2018
 
$
8,844

 
$
16,104

Deferred customer acquisition costs incurred in the period
 
862

 
3,353

Amounts recognized as expense in the period
 
(4,816
)
 

Reclassification between short-term and long-term
 
4,240

 
(4,240
)
Balance at June 30, 2019
 
$
9,130

 
$
15,217


The Company classifies its right to consideration in exchange for deliverables as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional (i.e. only the passage of time is required before payment is due). For example, the Company recognizes a receivable for revenues related to its time and materials and transaction or volume-based contracts. The Company presents such receivables in "Accounts receivable, net" it its condensed consolidated balance sheets at their net estimated realizable value. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of receivables that may not be collected. The allowance is based upon assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and other applicable factors.

Amounts collected in advance of services being provided are accounted for as contract liabilities, which are presented as "Deferred revenues" on the accompanying condensed consolidated balance sheets and are realized with the associated revenue recognized under the contract. Nearly all of the Company's contract liabilities balance is related to service revenue.

Significant changes in the deferred revenues balance (current and noncurrent) during the period are as follows (in thousands):
Balance - December 31, 2018
 
$
8,533

Revenue recognized that was included in the deferred revenue balance at December 31, 2018
 
(5,300
)
Increases due to cash received, excluding amounts recognized as revenue during the period
 
4,996

Balance - June 30, 2019
 
$
8,229


Revenues recognized during the three and six months ended June 30, 2019 for performance obligations satisfied or partially satisfied in previous periods were immaterial.

In accordance with ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606"), the Company disaggregates revenue from contracts with customers based on the timing of revenue recognition. The Company determined that disaggregating revenue into these categories depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. As discussed in this note and Note 11, “Operating Segments,” the Company business consists of INAP US and INAP INTL colocation, cloud and network services. The following table presents disaggregated revenues by category as follows (in thousands):
 
 
Three Months Ended
June 30, 2019
 
Three Months Ended
June 30, 2018
 
 
INAP US
 
INAP INTL
 
INAP US
 
INAP INTL
Colocation
 
$
27,557

 
$
1,457

 
$
30,866

 
$
1,459

Network services
 
11,414

 
2,678

 
13,563

 
2,792

Cloud
 
18,490

 
11,538

 
19,638

 
13,644

 
 
$
57,461

 
$
15,673

 
$
64,067

 
$
17,895

 



 
 
Six Months Ended
June 30, 2019
 
Six Months Ended
June 30, 2018
 
 
INAP US
 
INAP INTL
 
INAP US
 
INAP INTL
Colocation
 
$
54,911

 
$
2,892

 
$
61,802

 
$
2,977

Network services
 
23,156

 
5,452

 
27,382

 
5,763

Cloud
 
36,914

 
23,373

 
31,958

 
26,281

 
 
$
114,981

 
$
31,717

 
$
121,142

 
$
35,021


Revenue by geography is as follows (in thousands):
 
 
Three Months Ended
June 30, 2019
 
Three Months Ended
June 30, 2018
 
 
INAP US
 
INAP INTL
 
INAP US
 
INAP INTL
United States
 
$
58,461

 
$

 
$
65,168

 
$

Canada
 

 
8,084

 

 
9,549

Other countries
 

 
6,589

 

 
7,245

 
 
$
58,461

 
$
14,673

 
$
65,168

 
$
16,794


 
 
Six Months Ended
June 30, 2019
 
Six Months Ended
June 30, 2018
 
 
INAP US
 
INAP INTL
 
INAP US
 
INAP INTL
United States
 
$
117,025

 
$

 
$
123,319

 
$

Canada
 

 
16,027

 

 
18,659

Other countries
 

 
13,646

 

 
14,185

 
 
$
117,025

 
$
29,673

 
$
123,319

 
$
32,844



4.    LEASES

We have commitments under leases arrangements for data centers, office space, partner sites and equipment. Our leases have initial lease terms ranging from 2 years to 34 years, most of which includes options to extend or renew the leases for 5 to 15 years, and some of which may include options to terminate the leases within 4 to 120 months.

At contract inception, we evaluate whether an arrangement is or contains a lease for which we are the lessee (that is, arrangements which provide us with the right to control a physical asset for a period of time). Operating leases are accounted for on the condensed consolidated balance sheets with ROU assets being recognized in "Operating lease right-of-use assets" and lease liabilities recognized in "Short-term operating lease liabilities" and "Operating lease liabilities." Finance leases are accounted for on the condensed consolidated balance sheets with ROU assets being recognized in "Finance lease right-of-use assets" and lease liabilities recognized in "Short-term finance lease liabilities" and "Finance lease liabilities."

All lease liabilities are measured at the present value of the unpaid lease payments, discounted using our incremental borrowing rate based on the information available at commencement date of the lease. ROU assets, for both operating and finance leases, are initially measured based on the lease liability, adjusted for initial direct costs, prepaid rent, and lease incentives received. The operating lease ROU assets are subsequently measured at the carrying amount of the lease liability adjusted for initial direct costs, prepaid or accrued lease payments and lease incentives. The finance lease ROU assets are subsequently amortized using the straight-line method.

Operating lease expenses are recognized on a straight-line basis over the lease term. With respect to finance leases, amortization of the ROU asset is presented separately from interest expense related to the finance lease liability.

We have elected to combine lease and non-lease components for all lease contracts where we are the lessee. Additionally, for arrangements with lease terms of 12 months or less, we do not recognize ROU assets and lease liabilities and lease payments are



recognized on a straight-line basis over the lease term with variable lease payments recognized in the period in which the obligation is incurred.

Lease related costs for the three and six months ended June 30, 2019 are as follows (in thousands):
 
Three Months Ended June 30, 2019
Six Months Ended June 30, 2019
Finance lease cost
 
 
 
 
    Amortization of right-of-use assets
 
$
4,131

 
$
8,523

    Interest on lease liabilities
 
7,325

 
14,575

Finance lease cost
 
$
11,456

 
$
23,098

 
 
 
 
 
Operating lease cost
 
$
1,932

 
$
3,697

Short-term lease cost
 
879

 
2,369

Total lease cost
 
$
14,267

 
$
29,164


Other information related to leases as of June 30, 2019 is as follows (in thousands, except lease term and rate):
 
 
Operating Leases
 
Finance Leases
Right-of-use assets
 
$
35,488

 
$
229,228

Lease liabilities
 
38,837

 
268,406

 
 
 
 
 
Weighted-average remaining lease term (years)
 
5.46

 
19.26

Weighted-average discount rate
 
7.24
%
 
13.79
%

The following table provides certain cash flow and supplemental noncash information related to our lease liabilities for the six months ended June 30, 2019 (in thousands):
Operating Leases
Operating cash paid to settle operating lease liabilities
 
$
3,660

 
 
 
Right-of-use assets obtained in exchange for lease liabilities
 
921

 
 
 
Finance Leases
Operating cash paid for interest
 
$
11,171

 
 
 
Right-of-use assets obtained in exchange for lease liabilities
 
18


Future minimum lease payments under non-cancellable leases as of June 30, 2019 are as follows (in thousands):
 
Operating Leases
 
Finance Leases
2019 (excluding the six months ended June 30, 2019)
 
$
4,527

 
 
 
$
16,416

 
2020
 
9,089

 
 
 
33,106

 
2021
 
9,114

 
 
 
34,933

 
2022
 
8,534

 
 
 
33,676

 
2023
 
7,549

 
 
 
32,916

 
Thereafter
 
8,737

 
 
 
631,020

 
Total undiscounted lease payments
 
$
47,550

 
 
 
$
782,067

 
Less: Imputed interest
 
8,713

 
 
 
513,661

 
Total lease liabilities
 
$
38,837

 
 
 
$
268,406

 
 
As of June 30, 2019, we did not have additional operating and finance leases that have not yet commenced.

5. 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 an amendment 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):
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
2018
 
 
2018
Revenues
 
$
81,962

 
 
$
164,288

Net loss
 
(14,256
)
 
 
$
(29,718
)
Basic and diluted net loss per share
 
(0.71
)
 
 
$
(1.48
)
Weighted average shares outstanding used in computing basic and diluted net loss per share
 
20,053

 
 
19,985





 
6.    FAIR VALUE MEASUREMENTS
 
We account for certain assets and liabilities at fair value. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. We categorize each of our fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are:
 
Level 1: Quoted prices in active markets for identical assets or liabilities;
Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Assets and liabilities measured at fair value on a recurring basis are summarized as follows (in thousands):
 
 
 
Level 1
 
Level 2
 
Level 3
 
Total
June 30, 2019
 
 

 
 

 
 

 
 

Available-for-sale securities
 
$

 
$
2,381

 
$

 
$
2,381

Asset retirement obligations(1)
 

 

 
2,237

 
2,237

 
 
 
 
 
 
 
 
 
December 31, 2018
 
 

 
 

 
 

 
 

Available-for-sale securities
 
$

 
$
2,309

 
$

 
$
2,309

Asset retirement obligations(1)
 

 

 
2,090

 
2,090

 
 
 
 
 
 
 
 
 
(1) 
We calculated the fair value of asset retirement obligations by discounting the estimated amount using the current Treasury bill rate adjusted for our credit risk. At June 30, 2019 and December 31, 2018, the balances are included in “Other long-term liabilities,” in the accompanying condensed consolidated balance sheets.

The following table provides a summary of changes in our Level 3 asset retirement obligations for the three months ended June 30, 2019 (in thousands): 
 
2019
Balance, January 1, 2019
$
2,090

Accretion
147

Payments

Balance, June 30, 2019
$
2,237

 
As of June 30, 2019, the Company held $2.4 million of available-for-sale debt securities which are reported at fair value on the Company's condensed consolidated balance sheets in "Deposits and other assets." Unrealized holding gains and losses are reported within accumulated other comprehensive loss in the condensed consolidated statements of operations and comprehensive loss. A decline in the fair value of a marketable security below the Company's cost basis is determined to be other than temporary, such marketable security is written down to its estimated fair value as a new cost basis and the amount of the write-down is included in earnings as an impairment charge. The Company may sell certain of its marketable securities prior to their stated maturities for strategic reasons including, but not limited to, anticipation of credit deterioration and maturity management.







The fair values of our Level 2 available-for-sale debt securities, based upon quoted prices for similar items in active markets, are as follows (in thousands):

 
 
June 30, 2019
 
 
Cost
 
Unrealized Gain
 
Unrealized Loss
 
Fair Value
Japanese Corporate Bonds
 
$
2,221

 
$
127

 
$
(57
)
 
$
2,291

Japanese Government Bonds
 
88

 
4

 
(2
)
 
90

Total Bonds
 
$
2,309

 
$
131

 
$
(59
)
 
$
2,381

 
 
 
 
 
 
 
 
 
 
 
December 31, 2018
 
 
Cost
 
Unrealized Gain
 
Unrealized Loss
 
Fair Value
Japanese Corporate Bonds
 
$
2,184

 
$
144

 
$
(107
)
 
$
2,221

Japanese Government Bonds
 
87

 
5

 
(4
)
 
88

Total Bonds
 
$
2,271

 
$
149

 
$
(111
)
 
$
2,309


The fair values of our Level 2 debt liabilities, based upon quoted prices for similar items in active markets, are as follows (in thousands):
 
 
 
June 30, 2019
 
December 31, 2018
 
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
Term loan
 
$
427,322

 
$
376,043

 
$
429,143

 
$
428,071

Revolving credit facility
 
6,000

 
5,280

 

 

 
7.    GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

The Company tests goodwill and intangible assets with indefinite lives for impairment annually in the third quarter as of August 1. Additionally, the Company may perform interim tests if an event occurs or circumstances change that could potentially reduce the fair value of a reporting unit or indefinite lived intangible asset below its carrying amount. The carrying value of each reporting unit is determined by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units.

The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors, including reporting unit specific operating results as well as industry, market and general economic conditions, to determine whether it is more likely than not that the fair values of a reporting unit is less than its carrying amount, including goodwill. The Company may elect to bypass this qualitative assessment for some or all of its reporting units and perform a quantitative test.

Goodwill is considered impaired if the carrying amount of the net assets exceeds the fair value of the reporting unit. Impairment, if any, would be recorded in operating income / (loss) and this could result in a material impact to net income / (loss) and income / (loss) per share.

Interim Testing
During the second quarter of 2019, the Company identified a significant decrease in its share price which was considered an impairment indicator. As a result, the Company performed a goodwill impairment test as of June 1, 2019. The Company determined after performing the fair value analysis, which was based on the discounted cash flow method, that all reporting units' fair values were in excess of its carrying value and therefore no impairment of goodwill exists. While management believes the assumptions used are reasonable and commensurate with the views of a market participant, changes in key assumptions for these reporting units, including increasing the discount rate, lowering revenue forecasts, lowering the operating margin or lowering long-term growth rate, could result in a future impairment.





8.    DEBT

Credit Agreement

On April 6, 2017, we entered into a new Credit Agreement (the “2017 Credit Agreement”), which provides for a $300.0 million term loan facility ("2017 term loan") and a $25.0 million Revolving Credit Facility (the "2017 Revolving Credit Facility"). The proceeds of the 2017 term loan were used to refinance the Company’s existing credit facility and to pay costs and expenses associated with the 2017 Credit Agreement.

Certain portions of refinancing transaction were considered an extinguishment of debt and certain portions were considered a modification. A total of $5.7 million was paid for debt issuance costs related to the 2017 Credit Agreement. Of the $5.7 million in costs paid, $1.9 million related to the exchange of debt and was expensed, $3.3 million related to 2017 term loan third party costs and will be amortized over the 2017 term loan and $0.4 million prepaid debt issuance costs related to the 2017 Revolving Credit Facility and will be amortized over the term of the 2017 Revolving Credit Facility. In addition, $4.8 million of debt discount and debt issuance costs related to the previous credit facility were expensed due to the extinguishment of that credit facility. The maturity date of the 2017 term loan is April 6, 2022 and the maturity date of the 2017 Revolving Credit Facility is October 6, 2021. As of June 30, 2019, the outstanding balance of the 2017 term loan and the 2017 Revolving Credit Facility was $413.3 million and $6.0 million, respectively. The interest rate on the 2017 term loan and the 2017 Revolving Credit Facility as of June 30, 2019 was 9.40% and 11.50%, respectively.

Borrowings under the 2017 Credit Agreement bear interest at a rate per annum equal to an applicable margin plus, at our option, a base rate or an adjusted LIBOR rate. The applicable margin for loans under the 2017 Revolving Credit Facility is 6.00% for loans bearing interest calculated using the base rate (“Base Rate Loans”) and 7.00% for loans bearing interest calculated using the adjusted LIBOR rate. The applicable margin for loans under the 2017 term loan is 4.75% for Base Rate Loans and 5.75% for adjusted LIBOR rate loans. The base rate is equal to the highest of (a) the adjusted U.S. Prime Lending Rate as published in the Wall Street Journal, (b) with respect to term loans issued on the closing date, 2.00%, (c) the federal funds effective rate from time to time, plus 0.50%, and (d) the adjusted LIBOR rate, as defined below, for a one-month interest period, plus 1.00%. The adjusted LIBOR rate is equal to the rate per annum (adjusted for statutory reserve requirements for Eurocurrency liabilities) at which Eurodollar deposits are offered in the interbank Eurodollar market for the applicable interest period (one, two, three or six months), as quoted on Reuters screen LIBOR (or any successor page or service). The financing commitments of the lenders extending the 2017 Revolving Credit Facility are subject to various conditions, as set forth in the 2017 Credit Agreement. As of June 30, 2019, the Company has been in compliance with all covenants.  

First Amendment

On June 28, 2017, the Company entered into an amendment to the 2017 Credit Agreement ("First Amendment"), by and among the Company, each of the lenders party thereto, and Jefferies Finance LLC, as Administrative Agent. The First Amendment clarified that for all purposes the Company's liabilities pursuant to any lease that was treated as rental and lease expense, and not as a capital lease obligation or indebtedness on the closing date of the 2017 Credit Agreement, would continue to be treated as a rental and lease expense, and not as a capital lease obligations or indebtedness, for all purposes of the 2017 Credit Agreement, notwithstanding any amendment of the lease that results in the treatment of such lease as a capital lease obligation or indebtedness for financial reporting purposes.

Second Amendment

On February 6, 2018, the Company, the Lenders party thereto and Jefferies Finance LLC, as Administrative Agent, entered into a Second Amendment to Credit Agreement (the "Second Amendment") that amended the 2017 Credit Agreement.

The Second Amendment, among other things, amends the 2017 Credit Agreement to (i) permit the Company to incur incremental term loans under the 2017 Credit Agreement of up to $135.0 million to finance the Company's acquisition of SingleHop and to pay related fees, costs and expenses, and (ii) revise the maximum total net leverage ratio and minimum consolidated interest coverage ratio covenants.  The financial covenant amendments became effective upon the consummation of the SingleHop acquisition, while the other provisions of the Second Amendment became effective upon the execution and delivery of the Second Amendment. This transaction was considered a modification.




A total of $1.0 million was paid for debt issuance costs related to the Second Amendment. Of the $1.0 million in costs paid, $0.2 million related to the payment of legal and professional fees which were expensed, $0.8 million related to term loan lender fees and will be amortized over the term of the 2017 Credit Agreement.

Third Amendment

On February 28, 2018, INAP entered into the Incremental and Third Amendment to the Credit Agreement among the Company, the Lenders party thereto and Jefferies Finance LLC, as Administrative Agent (the "Third Amendment"). The Third Amendment provides for a funding of the new incremental term loan facility under the 2017 Credit Agreement of $135.0 million (the "Incremental Term Loan"). The Incremental Term Loan has terms and conditions identical to the existing loans under the 2017 Credit Agreement, as amended.  Proceeds of the Incremental Term Loan were used to complete the acquisition of SingleHop and to pay fees, costs and expenses related to the acquisition, the Third Amendment and the Incremental Term Loan. This transaction was considered a modification. 

A total of $5.0 million was paid for debt issuance costs related to the Third Amendment. Of the $5.0 million in costs paid, $0.1 million related to the payment of legal and professional fees which were expensed, $4.9 million related to term loan lender fees and will be amortized over the term of the 2017 Credit Agreement.

Fourth Amendment

On April 9, 2018, the Company entered into the Fourth Amendment to the 2017 Credit Agreement, among the Company, the Lenders party thereto and Jefferies Finance LLC, as Administrative Agent (the "Fourth Amendment"). The Fourth Amendment amends the 2017 Credit Agreement to lower the interest rate margins applicable to the outstanding term loans under the 2017 Credit Agreement by 1.25%. This transaction was considered a modification.

A total of $1.7 million was paid for debt issuance costs related to the Fourth Amendment. Of the $1.7 million in costs paid, $0.1 million related to the payment of legal and professional fees which were expensed, $1.6 million related to term loan lender fees and will be amortized over the term of the 2017 Credit Agreement.

Fifth Amendment
On August 28, 2018, the Company entered into the Fifth Amendment to the 2017 Credit Agreement, among the Company, the Lenders party thereto and Jefferies Finance LLC, as Administrative Agent (the “Fifth Amendment”).  The Fifth Amendment amended the 2017 Credit Agreement by increasing the aggregate revolving commitment capacity by $10.0 million to $35.0 million.
Sixth Amendment
On May 8, 2019, the Company entered into the Sixth Amendment to the 2017 Credit Agreement, among the Company, the Lenders party thereto and Jefferies Finance LLC, as Administrative Agent (the “Sixth Amendment”). The Sixth Amendment (i) adjusted the applicable interest rates under the 2017 Credit Agreement, (ii) modified the maximum Total Net Leverage Ratio requirements and the minimum Consolidated Interest Coverage Ratio requirements and (iii) modified certain other covenants.

Pursuant to the Sixth Amendment, the applicable margin for adjusted base rate term loans was increased from 4.75% per annum to 5.25% per annum and for Eurodollar term loans was increased from 5.75% per annum to 6.25% per annum, with such interest payable in cash, and in addition such term loans bear interest payable in kind at the rate of 0.75% per annum.

The Sixth Amendment also made the following modifications:

An additional basket of $500,000 for finance lease obligations.

The maximum amount of permitted asset dispositions was decreased from $150,000,000 to $50,000,000.

The amount of net cash proceeds from asset sales that may be reinvested is limited to $2,500,000 in any fiscal year of the Company, with net cash proceeds that are not so reinvested used to prepay loans under the Credit Agreement.

The restricted payment basket was decreased from $5,000,000 to $1,000,000.

The maximum total leverage ratio increases to 6.80 to 1 as of June 30, 2019, 6.90 to 1 as of September 30, 2019 - December 31, 2019, decreases to 6.75 to 1 as of March 31, 2020, 6.25 to 1 as of June 30, 2020, 6.00 to 1 as of September 30, 2020, 5.75 to 1



as of December 31, 2020, 5.50 to 1 as of March 2021, 5.00 to 1 as of June 30, 2021 and 4.50 to 1 as of September 30, 2021 and thereafter.

The minimum consolidated interest coverage ratio decreases to 1.75 to 1 as of June 30, 2019, 1.70 to 1 as of September 30, 2019 - March 31, 2020, increases to 1.80 to 1 as of June 30, 2020, 1.85 to 1 as of September 2020 and 2.00 to 1 as of December 31, 2020 and thereafter. This transaction was considered a modification.
A total of $2.9 million was paid for debt issuance costs related to the Sixth Amendment. Of the $2.9 million in costs paid, $0.1 million related to the payment of legal and professional fees which were expensed, $2.8 million related to term loan lender fees and will be amortized over the term of the 2017 Credit Agreement.
9.    EXIT ACTIVITIES AND RESTRUCTURING LIABILITIES
 
During 2019 and 2018, we recorded exit activity charges due to ceasing use of office space. We include initial charges and plan adjustments in “Exit activities, restructuring and impairments” in the accompanying condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2019 and 2018.

The following table displays the transactions and balances for exit activities and restructuring charges during the six months ended June 30, 2019 and 2018 (in thousands). Our real estate and severance obligations are substantially related to our INAP US segment.
 
 
 
Balance
 
 
 
 
 
 
 
Balance
 
 
December 31, 2018
 
Initial
Charges
 
Plan
Adjustments
 
Cash
Payments
 
June 30,
2019
Activity for 2019 restructuring charge:
 
 
 
 
 
 
 
 
 
 
Real estate obligations
 
$

 
$
1,252

 
$
(133
)
 
$
(973
)
 
$
146

Activity for 2018 restructuring charge:
 
 
 
 
 
 
 
 
 
 
Real estate obligations
 
1,922

 
$
96

 
$
83

 
$
(2,011
)
 
90

Activity for 2017 restructuring charge:
 
 

 
 

 
 

 
 

 
 

Real estate obligations
 
100

 

 

 
(91
)
 
9

Activity for 2016 restructuring charge:
 


 


 


 


 


Real estate obligations
 
125

 

 
21

 
(80
)
 
66

Activity for 2015 restructuring charge:
 
 

 


 


 


 
 

Real estate obligation
 
27

 

 
13

 
(26
)
 
14

Service contracts
 
221

 

 
19

 
(99
)
 
141

Activity for 2014 restructuring charge:
 
 

 


 


 


 
 

Real estate obligation
 
206

 

 
54

 
(260
)
 

 
 
$
2,601

 
$
1,348

 
$
57

 
$
(3,540
)
 
$
466

 



 
 
Balance
 
 
 
 
 
 
 
Balance
 
 
December 31, 2017
 
Initial
Charges
 
Plan
Adjustments
 
Cash
Payments
 
June 30,
2018
Activity for 2018 restructuring charge:
 
 
 
 
 
 
 
 
 
 
Real estate obligations
 
$

 
$
741

 
$
45

 
$
(163
)
 
$
623

Activity for 2017 restructuring charge:
 
 
 
 
 
 
 
 
 
 
Real estate obligations
 
3,380

 

 
143

 
(1,896
)
 
1,627

Activity for 2016 restructuring charge:
 
 

 
 

 
 

 
 

 
 

Severance
 
46

 

 
34

 
(34
)
 
46

Real estate obligations
 
247

 

 
14

 
(77
)
 
184

Activity for 2015 restructuring charge:
 
 

 
 
 
 
 
 

 
 

Real estate obligation
 
64

 

 
9

 
(28
)
 
45

Service contracts
 
388

 

 
14

 
(99
)
 
303

Activity for 2014 restructuring charge: