UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
April 24, 2014
Internap Network Services Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware (State or Other Jurisdiction |
001-31989 (Commission File Number) |
91-2145721 (IRS Employer |
One Ravinia Drive, Suite 1300, Atlanta, Georgia (Address of Principal Executive Offices) |
30346 (Zip Code) |
Registrant’s telephone number, including area code: (404) 302-9700
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
£ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
£ | Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12) |
£ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Securities Act (17 CFR 240.14d-2(b)) |
£ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Securities Act (17 CFR 240.13e-2(c)) |
Item 2.02 | Results of Operations and Financial Condition. |
On April 24, 2014, Internap Network Services Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2014. A copy of the press release is attached hereto as Exhibit 99.1 hereto and is incorporated herein by reference.
The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to this or such filing. The information in this report, including the exhibit hereto, shall be deemed to be “furnished” and therefore shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
The following exhibit is furnished with this Current Report on Form 8-K:
Exhibit No. | Description | |
99.1 | Press Release dated April 24, 2014. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
INTERNAP NETWORK SERVICES CORPORATION | ||
Date: April 24, 2014 | By: | /s/ Kevin M. Dotts |
Kevin M. Dotts Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. | Description of Exhibit |
99.1 | Press Release of the Company dated April 24, 2014. |
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Revenue of $82.0 million, up 18% versus the first quarter of 2013
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Data center services revenue of $58.3 million, up 31% versus the first quarter of 2013
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Segment margin1 of 56.4%, up 360 basis points year-over-year
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Adjusted EBITDA2 of $17.8 million increased 26% versus the first quarter of 2013
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Adjusted EBITDA margin2 of 21.7%, up 140 basis points year-over-year
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YoY
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QoQ
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|||||||||||||||||||
1Q 2014 | 1Q 2013 | 4Q 2013 |
Growth
|
Growth
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||||||||||||||||
Revenues:
|
||||||||||||||||||||
Data center services
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$ | 58,283 | $ | 44,392 | $ | 49,686 | 31 | % | 17 | % | ||||||||||
IP services
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23,678 | 25,307 | 24,401 | -6 | % | -3 | % | |||||||||||||
Total Revenues
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$ | 81,961 | $ | 69,699 | $ | 74,087 | 18 | % | 11 | % | ||||||||||
Operating Expenses
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$ | 86,498 | $ | 68,879 | $ | 79,942 | 26 | % | 8 | % | ||||||||||
GAAP Net Loss
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$ | (10,675 | ) | $ | (1,643 | ) | $ | (10,450 | ) | 550 | % | 2 | % | |||||||
Normalized Net (Loss) Income2
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$ | (7,265 | ) | $ | 242 | $ | (4,378 | ) | -3,102 | % | 66 | % | ||||||||
Segment Profit1
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$ | 46,201 | $ | 36,829 | $ | 40,394 | 25 | % | 14 | % | ||||||||||
Segment Profit Margin
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56.4 | % | 52.8 | % | 54.5 | % |
360 BPS
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190 BPS
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||||||||||||
Adjusted EBITDA
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$ | 17,799 | $ | 14,145 | $ | 15,651 | 26 | % | 14 | % | ||||||||||
Adjusted EBITDA Margin
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21.7 | % | 20.3 | % | 21.1 | % |
140 BPS
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60 BPS
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1 |
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Revenue totaled $82.0 million in the first quarter, an increase of 18% year-over-year and 11% sequentially. The increase in revenue was due to growth in our data center services segment, which includes $11.4 million of revenue attributable to iWeb Group Inc., which we acquired in November 2013. Revenue from data center services increased both year-over-year and sequentially. Revenue from IP services decreased both year-over-year and sequentially.
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Data center services revenue totaled $58.3 million in the first quarter, an increase of 31% year-over-year and 17% sequentially. Both increases were attributable to increased sales of colocation in company-controlled data centers, hosting and cloud services and the contribution from iWeb, partially offset by decreased sales in our partner data centers.
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IP services revenue totaled $23.7 million in the first quarter, a decrease of 6% year-over-year and 3% sequentially. Both decreases were driven by per unit price declines in IP and the loss of legacy contracts at higher effective prices, partially offset by an increase in overall traffic.
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GAAP net loss was $(10.7) million, or $(0.21) per share, compared with $(1.6) million, or $(0.03) per share, in the first quarter of 2013 and $(10.5) million, or $(0.21) per share, in the fourth quarter of 2013.
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Normalized net loss was $(7.3) million, or $(0.14) per share, compared with normalized net income of $0.2 million, or $0.00 per share, in the first quarter of 2013, and normalized net loss of $(4.4) million, or $(0.09) per share, in the fourth quarter of 2013.
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Segment profit totaled $46.2 million in the first quarter, a 25% increase compared with the first quarter of 2013 and a 14% increase from the fourth quarter of 2013. Segment margin was 56.4%, an increase of 360 basis points year-over-year and 190 basis points sequentially.
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Data center services segment profit totaled $32.4 million in the first quarter, a 49% increase compared with the first quarter of 2013 and a 27% increase from the fourth quarter of 2013. Data center services segment margin was 55.6% in the first quarter, up 660 basis points year-over-year and 410 basis points sequentially. An increasing proportion of higher-margin services, specifically colocation sold in company-controlled data centers, hosting and cloud services and the contribution from iWeb drove data center services segment profit and margin higher.
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IP services segment profit totaled $13.8 million in the first quarter, an 8% decrease compared with the first quarter of 2013 and a 7% decrease from the fourth quarter of 2013. IP services segment margin was 58.3% in the first quarter, down 130 basis points year-over-year and 240 basis points sequentially. Lower IP transit revenue and the loss of legacy contracts led to a decrease in IP services segment profit and margin.
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Adjusted EBITDA totaled $17.8 million in the first quarter, a 26% increase compared with the first quarter of 2013 and a 14% increase from the fourth quarter of 2013. Adjusted EBITDA margin was 21.7% in the first quarter, up 140 basis points year-over-year and 60 basis points sequentially. Both the year-over-year and sequential increases in adjusted EBITDA and adjusted EBITDA margin were attributable to increased segment profit in our data center services segment, including iWeb.
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Cash and cash equivalents totaled $25.2 million at March 31, 2014. Total debt was $351.6 million, net of discount, at the end of the quarter, including $61.4 million in capital lease obligations.
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Cash generated from operations for the three months ended March 31, 2014 was $13.2 million. Capital expenditures over the same period were $25.5 million.
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2 |
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Internap announced today the revamp of our patented next-generation Managed Internet Route Optimizer™ (MIRO), which optimizes network traffic for applications and content running on our cloud, hosting and colocation services. We also enhanced our CDN to provide improved performance, scalability and ease of use for our infrastructure customers.
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Research firm Frost & Sullivan recognized Internap with its 2014 North American Cloud Services Competitive Strategy Innovation and Leadership Award for our unique ability to meet the emerging infrastructure needs of a new generation of large-scale, performance-intensive applications through a combination of our bare-metal cloud offering, commitment to delivering a positive customer experience and hybrid services offering.
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Internap was named as one of the Top 40 Innovative Technology Companies in Georgia by the Technology Association of Georgia (TAG) for our high-performance bare-metal cloud. TAG’S Top 40 Awards recognize Georgia-based technology companies for their innovation, financial impact and efforts at spreading awareness of Georgia’s technology initiatives throughout the U.S. and globally.
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In February, we expanded our operations in a company-controlled data center in Santa Clara, California. The facility represents an incremental 5,300 net sellable square feet capacity.
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We had approximately 13,000 customers at March 31, 2014.
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1
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Segment margin and segment profit are non-GAAP financial measures which we define in an attachment to this press release entitled “Non-GAAP (Adjusted) Financial Measures.” Reconciliations between GAAP and non-GAAP information related to segment profit and segment margin are contained in the table entitled “Segment Profit and Segment Margin” in the attachment.
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2
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Adjusted EBITDA, adjusted EBITDA margin and normalized net (loss) income are non-GAAP financial measures which we define in an attachment to this press release entitled “Non-GAAP (Adjusted) Financial Measures.” Reconciliations between GAAP information and non-GAAP information related to adjusted EBITDA and normalized net (loss) income are contained in the tables entitled “Reconciliation of (Loss) Income from Operations to Adjusted EBITDA,” and “Reconciliation of Net (Loss) Income and Basic and Diluted Net (Loss) Income Per Share to Normalized Net (Loss) Income and Basic and Diluted Normalized Net (Loss) Income Per Share” in the attachment.
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3 |
Press Contact:
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Investor Contact:
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Mariah Torpey
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Michael Nelson
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(781) 418-2404
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(404) 302-9700
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internap@daviesmurphy.com
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ir@internap.com
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4 |
INTERNAP NETWORK SERVICES CORPORATION
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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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(In thousands, except per share amounts)
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Three Months Ended March 31,
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||||||||
2014
|
2013
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|||||||
Revenues:
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||||||||
Data center services
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$ | 58,283 | $ | 44,392 | ||||
Internet protocol (IP) services
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23,678 | 25,307 | ||||||
Total revenues
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81,961 | 69,699 | ||||||
Operating costs and expenses:
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||||||||
Direct costs of network, sales and services, exclusive of depreciation and amortization, shown below:
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||||||||
Data center services
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25,891 | 22,647 | ||||||
IP services
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9,869 | 10,223 | ||||||
Direct costs of customer support
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8,927 | 7,151 | ||||||
Direct costs of amortization of acquired technologies
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1,461 | 1,179 | ||||||
Sales and marketing
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10,103 | 7,484 | ||||||
General and administrative
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11,398 | 9,686 | ||||||
Depreciation and amortization
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17,465 | 10,258 | ||||||
Loss on disposal of property and equipment, net
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- | 3 | ||||||
Exit activities, restructuring and impairments
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1,384 | 248 | ||||||
Total operating costs and expenses
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86,498 | 68,879 | ||||||
(Loss) income from operations
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(4,537 | ) | 820 | |||||
Non-operating expenses:
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||||||||
Interest expense
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6,491 | 2,421 | ||||||
Other, net
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101 | 131 | ||||||
Total non-operating expenses
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6,592 | 2,552 | ||||||
Loss before income taxes and equity in (earnings) of equity-method investment
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(11,129 | ) | (1,732 | ) | ||||
(Benefit) provision for income taxes
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(417 | ) | (63 | ) | ||||
Equity in (earnings) of equity-method investment, net of taxes
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(37 | ) | (26 | ) | ||||
Net loss
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$ | (10,675 | ) | $ | (1,643 | ) | ||
Basic and diluted net loss per share
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$ | (0.21 | ) | $ | (0.03 | ) | ||
Weighted average shares outstanding used in computing net loss per share:
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||||||||
Basic and diluted
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51,027 | 50,771 |
5 |
INTERNAP NETWORK SERVICES CORPORATION
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UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
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(In thousands, except par value amounts)
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March 31,
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December 31,
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|||||||
2014
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2013
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|||||||
ASSETS
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||||||||
Current assets:
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||||||||
Cash and cash equivalents
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$ | 25,202 | $ | 35,018 | ||||
Accounts receivable, net of allowance for doubtful accounts of $2,119 and $1,995, respectively
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22,913 | 23,927 | ||||||
Deferred tax asset
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492 | 371 | ||||||
Prepaid expenses and other assets
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16,620 | 22,533 | ||||||
Total current assets
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65,227 | 81,849 | ||||||
Property and equipment, net
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342,749 | 331,963 | ||||||
Investment in joint venture
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2,648 | 2,602 | ||||||
Intangible assets, net
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56,658 | 57,699 | ||||||
Goodwill
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130,313 | 130,387 | ||||||
Deposits and other assets
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8,262 | 7,999 | ||||||
Deferred tax asset
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1,848 | 1,742 | ||||||
Total assets
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$ | 607,705 | $ | 614,241 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
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||||||||
Current liabilities:
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||||||||
Accounts payable
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$ | 28,752 | $ | 29,774 | ||||
Accrued liabilities
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12,132 | 13,549 | ||||||
Deferred revenues
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7,103 | 6,729 | ||||||
Capital lease obligations
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5,858 | 5,489 | ||||||
Term loan, less discount of $1,405 and $1,387, respectively
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1,595 | 1,613 | ||||||
Exit activities and restructuring liability
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2,500 | 2,286 | ||||||
Other current liabilities
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2,435 | 2,493 | ||||||
Total current liabilities
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60,375 | 61,933 | ||||||
Deferred revenues
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3,762 | 3,804 | ||||||
Capital lease obligations
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55,523 | 49,800 | ||||||
Term loan, less discount of $7,652 and $8,006 respectively
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288,598 | 288,994 | ||||||
Exit activities and restructuring liability
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2,507 | 1,877 | ||||||
Deferred rent
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12,423 | 14,617 | ||||||
Deferred tax liability
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8,181 | 8,591 | ||||||
Other long-term liabilities
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2,392 | 2,415 | ||||||
Total liabilities
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433,761 | 432,031 | ||||||
Commitments and contingencies
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||||||||
Stockholders' equity:
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||||||||
Preferred stock, $0.001 par value; 20,000 shares authorized; no shares issued or outstanding
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- | - | ||||||
Common stock, $0.001 par value; 120,000 shares authorized; 54,318 and 54,023 shares outstanding, respectively
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54 | 54 | ||||||
Additional paid-in capital
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1,256,003 | 1,253,106 | ||||||
Treasury stock, at cost; 540 and 461 shares, respectively
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(4,074 | ) | (3,474 | ) | ||||
Accumulated deficit
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(1,076,695 | ) | (1,066,020 | ) | ||||
Accumulated items of other comprehensive loss
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(1,344 | ) | (1,456 | ) | ||||
Total stockholders' equity
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173,944 | 182,210 | ||||||
Total liabilities and stockholders' equity
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$ | 607,705 | $ | 614,241 |
6 |
INTERNAP NETWORK SERVICES CORPORATION
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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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(In thousands)
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Three Months Ended March 31,
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||||||||
2014
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2013
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|||||||
Cash Flows from Operating Activities:
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Net loss
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$ | (10,675 | ) | $ | (1,643 | ) | ||
Adjustments to reconcile net loss to net cash provided by operating activities:
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||||||||
Depreciation and amortization
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18,926 | 11,437 | ||||||
Loss on disposal of property and equipment, net
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- | 3 | ||||||
Stock-based compensation expense, net of capitalized amount
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1,941 | 1,637 | ||||||
Equity in (earnings) of equity-method investment
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(37 | ) | (26 | ) | ||||
Provision for doubtful accounts
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43 | 329 | ||||||
Non-cash change in capital lease obligations
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28 | 121 | ||||||
Non-cash change in exit activities and restructuring liability
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1,608 | 394 | ||||||
Non-cash change in deferred rent
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(736 | ) | (430 | ) | ||||
Deferred taxes
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(658 | ) | 137 | |||||
Other, net
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546 | (2 | ) | |||||
Changes in operating assets and liabilities:
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||||||||
Accounts receivable
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936 | (255 | ) | |||||
Prepaid expenses, deposits and other assets
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(680 | ) | 397 | |||||
Accounts payable
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1,890 | (4,580 | ) | |||||
Accrued and other liabilities
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439 | (831 | ) | |||||
Deferred revenues
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394 | (371 | ) | |||||
Exit activities and restructuring liability
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(764 | ) | (737 | ) | ||||
Other liabilities
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4 | - | ||||||
Net cash flows provided by operating activities
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13,205 | 5,580 | ||||||
Cash Flows from Investing Activities:
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||||||||
Purchases of property and equipment
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(24,756 | ) | (6,909 | ) | ||||
Additions to acquired technology
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(737 | ) | - | |||||
Net cash from acquisition
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74 | - | ||||||
Net cash flows used in investing activities
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(25,419 | ) | (6,909 | ) | ||||
Cash Flows from Financing Activities:
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||||||||
Proceeds from credit agreements
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- | 9,999 | ||||||
Principal payments on credit agreements
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(750 | ) | (875 | ) | ||||
Return of deposit collateral on credit agreement
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4,378 | - | ||||||
Payments on capital lease obligations
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(1,360 | ) | (1,104 | ) | ||||
Proceeds from exercise of stock options
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860 | 1,397 | ||||||
Tax withholdings related to net share settlements of restricted stock awards
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(600 | ) | (1,232 | ) | ||||
Other, net
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(44 | ) | (639 | ) | ||||
Net cash flows provided by financing activities
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2,484 | 7,546 | ||||||
Effect of exchange rates on cash and cash equivalents
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(86 | ) | (218 | ) | ||||
Net (decrease) increase in cash and cash equivalents
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(9,816 | ) | 5,999 | |||||
Cash and cash equivalents at beginning of period
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35,018 | 28,553 | ||||||
Cash and cash equivalents at end of period
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$ | 25,202 | $ | 34,552 |
7 |
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●
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Adjusted EBITDA is (loss) income from operations plus depreciation and amortization, loss (gain) on disposals of property and equipment, exit activities, restructuring and impairments, stock-based compensation and acquisition costs.
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Adjusted EBITDA margin is adjusted EBITDA as a percentage of revenues.
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Normalized net (loss) income is net (loss) income plus exit activities, restructuring and impairments, stock-based compensation and acquisition costs.
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Normalized diluted shares outstanding are diluted shares of common stock outstanding used in GAAP net (loss) income per share calculations, excluding the dilutive effect of stock-based compensation using the treasury stock method.
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Normalized net (loss) income per share is normalized net (loss) income divided by basic and normalized diluted shares outstanding.
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Segment profit is segment revenues less direct costs of network, sales and services, exclusive of depreciation and amortization for the segment, as presented in the notes to our consolidated financial statements. Segment profit does not include direct costs of customer support, direct costs of amortization of acquired technologies or any other depreciation or amortization associated with direct costs.
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Segment margin is segment profit as a percentage of segment revenues.
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8 |
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EBITDA is widely used by investors to measure a company’s operating performance without regard to items such as interest expense, income taxes, depreciation and amortization, which can vary substantially from company-to-company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired; and
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●
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investors commonly adjust EBITDA information to eliminate the effect of disposals of property and equipment, impairments, restructuring and stock-based compensation which vary widely from company-to-company and impair comparability.
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as a measure of operating performance to assist in comparing performance from period-to-period on a consistent basis;
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as a measure for planning and forecasting overall expectations and for evaluating actual results against such expectations; and
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in communications with the board of directors, analysts and investors concerning our financial performance.
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9 |
10 |
Three Months Ended | ||||||||||||
March 31, 2014
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December 31, 2013
|
March 31, 2013
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||||||||||
(Loss) income from operations (GAAP)
|
$ | (4,537 | ) | $ | (5,855 | ) | $ | 820 | ||||
Depreciation and amortization, including amortization of acquired technologies
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18,926 | 15,429 | 11,437 | |||||||||
Loss on disposal of property and equipment, net
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- | 5 | 3 | |||||||||
Exit activities, restructuring and impairments
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1,384 | 209 | 248 | |||||||||
Stock-based compensation
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1,941 | 1,653 | 1,637 | |||||||||
Acquisition costs
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85 | 4,210 | - | |||||||||
Adjusted EBITDA (non-GAAP)
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$ | 17,799 | $ | 15,651 | $ | 14,145 |
11 |
Three Months Ended | ||||||||||||
March 31, 2014
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December 31, 2013
|
March 31, 2013
|
||||||||||
Net loss (GAAP)
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$ | (10,675 | ) | $ | (10,450 | ) | $ | (1,643 | ) | |||
Exit activities, restructuring and impairments
|
1,384 | 209 | 248 | |||||||||
Stock-based compensation
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1,941 | 1,653 | 1,637 | |||||||||
Acquisition costs
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85 | 4,210 | - | |||||||||
Normalized net (loss) income (non-GAAP)
|
(7,265 | ) | (4,378 | ) | 242 | |||||||
Normalized net income allocable to participating securities (non-GAAP)
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- | - | 5 | |||||||||
Normalized net (loss) income available to common stockholders (non-GAAP)
|
$ | (7,265 | ) | $ | (4,378 | ) | $ | 237 | ||||
Participating securities (GAAP)
|
1,105 | 1,049 | 1,024 | |||||||||
Weighted average shares outstanding used in per share calculation:
|
||||||||||||
Basic and diluted (GAAP)
|
51,027 | 50,898 | 50,771 | |||||||||
Add potentially dilutive securities
|
- | - | 873 | |||||||||
Less dilutive effect of stock-based compensation under the treasury stock method
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- | - | (128 | ) | ||||||||
Normalized diluted shares (non-GAAP)
|
51,027 | 50,898 | 51,516 | |||||||||
Loss per share (GAAP):
|
||||||||||||
Basic and diluted
|
$ | (0.21 | ) | $ | (0.21 | ) | $ | (0.03 | ) | |||
Normalized net loss per share (non-GAAP):
|
||||||||||||
Basic and diluted
|
$ | (0.14 | ) | $ | (0.09 | ) | $ | 0.00 |
12 |
Three Months Ended | ||||||||||||
March 31, 2014
|
December 31, 2013
|
March 31, 2013
|
||||||||||
Revenues:
|
||||||||||||
Data center services
|
$ | 58,283 | $ | 49,686 | $ | 44,392 | ||||||
IP services
|
23,678 | 24,401 | 25,307 | |||||||||
Total
|
81,961 | 74,087 | 69,699 | |||||||||
Direct cost of network, sales and services, exclusive of depreciation and amortization:
|
||||||||||||
Data center services
|
25,891 | 24,103 | 22,647 | |||||||||
IP services
|
9,869 | 9,590 | 10,223 | |||||||||
Total
|
35,760 | 33,693 | 32,870 | |||||||||
Segment Profit:
|
||||||||||||
Data center services
|
32,392 | 25,583 | 21,745 | |||||||||
IP services
|
13,809 | 14,811 | 15,084 | |||||||||
Total
|
$ | 46,201 | $ | 40,394 | $ | 36,829 | ||||||
Segment Margin:
|
||||||||||||
Data center services
|
55.6 | % | 51.5 | % | 49.0 | % | ||||||
IP services
|
58.3 | % | 60.7 | % | 59.6 | % | ||||||
Total
|
56.4 | % | 54.5 | % | 52.8 | % |
13 |