UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Report on Form 6-K dated 5 August 2015
(Commission File No. 001-35053)
INTERXION
HOLDING N.V.
(Translation of Registrants Name into English)
Tupolevlaan 24, 1119 NX Schiphol-Rijk, The Netherlands, +31 20 880 7600
(Address of Principal Executive Office)
Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) ): ¨
Note:
Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which
the registrant is incorporated, domiciled or legally organized (the registrants home country), or under the rules of the home country exchange on which the registrants securities are traded, as long as the report or other
document is not a press release, is not required to be and has not been distributed to the registrants security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on
EDGAR.
This report contains Interxion Holding N.V.s Interim report as at and for the three-month and six-month
periods ended 30 June 2015.
The interim report was prepared in accordance with the indenture (the Indenture) dated as of 3 July
2013, as amended and/or supplemented from time to time, among Interxion Holding N.V., as issuer, the guarantors named therein, The Bank of New York Mellon, London Branch, as trustee, principal paying agent and transfer agent, The Bank of New York
Mellon (Luxembourg) S.A., as Luxembourg paying agent and registrar, and Barclays Bank PLC, as security trustee.
This Report on Form 6-K is
incorporated by reference into the Registration Statement on Form S-8 of the Registrant originally filed with the Securities and Exchange Commission on 23 June 2011 (File No. 333-175099) and into the Registration Statement on Form S-8 of
the Registrant originally filed with the Securities and Exchange Commission on 2 June 2014 (File No. 333-196447).
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Exhibit |
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99.1 |
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The Interxion Holding N.V. Interim report as at and for the three-month and six- month periods ended 30 June 2015. |
SIGNATURE
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, thereunto duly authorized.
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INTERXION HOLDING N.V. |
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By: |
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/s/ David C. Ruberg |
Name: |
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David C. Ruberg |
Title: |
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Chief Executive Officer |
Date: 5 August 2015
Exhibit 99.1
Interxion Holding NV
Interim report
as at and for the
three-month and the six-month periods
ended
30 June 2015
Schiphol-Rijk, 5 August 2015
Financial Highlights
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Revenue increased by 14% to 95.4 million (2Q 2014: 83.6 million). |
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Adjusted EBITDA1 increased by 17% to 42.0 million (2Q 2014: 35.9 million). |
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Adjusted EBITDA margin increased to 44.0% (2Q 2014: 42.9%). |
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Net profit increased to 21.6 million (2Q 2014: 8.3 million). |
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Adjusted net profit1 increased to 8.3 million (2Q 2014: 7.6 million). |
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Earnings per diluted share were 0.31 (2Q 2014: 0.12). |
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Adjusted earnings per diluted share1 were 0.12 (2Q 2014: 0.11). |
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Capital Expenditures, including intangible assets2, were 47.8 million (2Q 2014: 54.4 million). |
Operating Highlights
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Equipped Space increased by 3,500 square metres to 98,300 square metres. |
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Revenue Generating Space increased by 3,100 square metres to 77,100 square metres. |
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Utilisation Rate at the end of the quarter was 78%. |
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Opened new data centre in Stockholm; completed expansion projects in Amsterdam, Dusseldorf and Vienna during the quarter. Completed Marseille expansion early in the third quarter. |
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Announced today the build of a new data centre in Dusseldorf (DUS2). |
Quarterly Review
Revenue in the second quarter of 2015 was 95.4 million, a 14% increase over the second quarter of 2014 and a 3% increase over the first quarter of
2015. Recurring revenue was 90.3 million, a 15% increase over the second quarter of 2014 and a 4% increase over the first quarter of 2015. Recurring revenue in the quarter was 95% of total revenue.
1 |
Adjusted EBITDA, Adjusted net profit, and Adjusted earnings per diluted share are non-IFRS figures intended to adjust for unusual items. Full definitions can be found in the Use of non-IFRS information
section later in this press release. Reconciliations of Adjusted EBITDA and Adjusted net profit to Net profit can be found in the financial tables later in this press release. |
2 |
Capital expenditures, including intangible assets, represent payments to acquire property, plant, and equipment and intangible assets, as recorded in the consolidated statement of cash flows as Purchase of
property, plant and equipment and Purchase of intangible assets, respectively. |
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2 |
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Interim Report: Three and Six-month periods ended 30 June 2015 |
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This Interim Report is unaudited |
Cost of sales in the second quarter of 2015 was
37.7 million, an 11% increase over the second quarter of 2014 and a 4% increase over the first quarter of 2015.
Gross profit was
57.8 million in the second quarter of 2015, a 16% increase over the second quarter of 2014 and a 3% increase over the first quarter of 2015. Gross profit margin was 60.5% in the second quarter of 2015, compared to 59.4% in the second
quarter of 2014 and 60.8% in the first quarter of 2015.
Sales and marketing costs in the second quarter of 2015 were 7.2 million, a 16%
increase over the second quarter of 2014 and an 8% increase over the first quarter of 2015.
Other general and administrative costs were
8.5 million in the second quarter of 2015, a 13% increase over the second quarter of 2014 and a 4% decrease from the first quarter of 2015. Other general and administrative costs exclude depreciation, amortisation, impairments, share
based payments, M&A transaction related costs and increase/decrease in provision for onerous lease contracts.
Adjusted EBITDA for the second quarter
of 2015 was 42.0 million, a 17% increase over the second quarter of 2014 and a 4% increase over the first quarter of 2015. Adjusted EBITDA margin was 44.0% in the second quarter of 2015 compared to 42.9% in the second quarter of 2014 and
43.9% in the first quarter of 2015.
Depreciation, amortisation, and impairments in the second quarter of 2015 was 19.6 million, an increase of
32% over the second quarter of 2014 and a 7% increase over the first quarter of 2015.
Operating profit in the second quarter of 2015 was
37.7 million, compared to 19.7 million in the second quarter of 2014 and 13.4 million in the first quarter of 2015. Interxion received a £15 million (20.9 million) payment in the second quarter of
2015 relating to the termination of Interxions implementation agreement with TelecityGroup. M&A transaction costs in the second quarter of 2015 relating to this transaction were 3.9 million. Excluding transaction related items,
operating profit was 20.7 million in the second quarter of 2015, an increase of 5% over the second quarter of 2014 and an increase of 2% over the first quarter of 2015.
Net finance costs for the second quarter of 2015 were 7.9 million, a 6% increase over the second quarter of 2014, and a 21% increase over the first
quarter of 2015.
Income tax expense for the second quarter of 2015 was 8.2 million, compared to 3.9 million in the second quarter
of 2014, and 2.4 million in the first quarter of 2015.
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Interim Report: Three and Six-month periods ended 30 June 2015 |
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3 |
This Interim Report is unaudited |
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Net profit was 21.6 million in the second
quarter of 2015, compared to 8.3 million in the second quarter of 2014, and 4.4 million in the first quarter of 2015.
Adjusted net
profit was 8.3 million in the second quarter of 2015, a 9% increase over the second quarter of 2014, and a 6% decrease from the first quarter of 2015.
Cash generated from operations, defined as cash generated from operating activities before interest and corporate income tax payments and receipts, was
54.1 million in the second quarter of 2015, compared to 26.9 million in the second quarter of 2014, and 34.2 million in the first quarter of 2015. The cash generated from operations in the second quarter of 2015
included the receipt of the £15 million (20.9 million) payment related to the termination of the implementation agreement.
Capital
expenditures, including intangible assets, were 47.8 million in the second quarter of 2015, compared to 54.4 million in the second quarter of 2014 and 67.6 million in the first quarter of 2015.
Cash and cash equivalents were 57.1 million at 30 June 2015, compared to 99.9 million at year end 2014. Total borrowings, net of
deferred revolving facility financing fees, were 541.2 million at 30 June 2015 compared to 560.6 million at year end 2014. As of 30 June 2015, the companys revolving credit facility was undrawn.
Equipped space at the end of the second quarter of 2015 was 98,300 square metres compared to 86,000 square metres at the end of the second quarter of 2014 and
94,800 square metres at the end of the first quarter of 2015. Utilisation rate, the ratio of revenue-generating space to equipped space, was 78% at the end of the second quarter of 2015, compared with 75% at the end of the second quarter of 2014 and
78% at the end of the first quarter of 2015.
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4 |
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Interim Report: Three and Six-month periods ended 30 June 2015 |
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This Interim Report is unaudited |
Further Information for Noteholders
This Interim Report was prepared in accordance with the indenture (the Indenture) dated as of 3 July 2013 among Interxion Holding NV, as
Issuer, the guarantors named therein, The Bank of New York Mellon, London Branch, as Trustee, principal paying agent and transfer agent; The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent and registrar, and Barclays Bank PLC,
as Security Trustee.
The information in this Interim Report may contain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based on current expectations that involve risks and uncertainties. Any statements contained herein that are not
statements of historical fact may be deemed to be forward-looking statements. For example, the words believes, anticipates, plans, expects, intends, and similar expressions are intended to
identify forward-looking statements. Our actual results and the timing of certain events may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited
to, the difficulty of reducing operating expenses in the short term, inability to utilise the capacity of newly planned data centres and data centre expansions, significant competition, the cost and supply of electrical power, data centre industry
over-capacity, performance under service-level agreements, and other risks described from time to time in Interxions filings with the Securities and Exchange Commission. All forward-looking statements in this document are based on information
available to us as of the date of this Interim Report and we assume no obligation to update any such forward-looking statements.
Use of Non-IFRS
Information
EBITDA is defined as operating profit plus depreciation, amortisation and impairment of assets. We define Adjusted EBITDA as EBITDA
adjusted to exclude share-based payments, increase/decrease in provision for onerous lease contracts, M&A transaction related costs and break fee income, and income from sub-leases on unused data centre sites. Adjusted EBITDA margin is defined
as Adjusted EBITDA as a percentage of revenue. We present EBITDA, Adjusted EBITDA and Adjusted EBITDA margin as additional information because we understand that they are measures used by certain investors and because they are used in our financial
covenants in the 100 million revolving facility and 475 million 6.00% Senior Secured Notes due 2020. A reconciliation from Net profit to EBITDA and EBITDA to Adjusted EBITDA is provided in the notes to our consolidated interim
income statement included elsewhere in this interim report.
Adjusted net profit is defined as Net profit excluding the impact of refinancing charges,
M&A transaction related costs and break fee income, adjustments to onerous lease, interest capitalised, and the related corporate income tax effect
Other companies may, however, present EBITDA, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted net profit differently than we do. EBITDA, Adjusted EBITDA,
Adjusted EBITDA margin and Adjusted net profit are not measures of financial performance under IFRS and should not be considered as an alternative to operating profit or as a measure of liquidity or an alternative to net income as indicators of our
operating performance or any other measure of performance derived in accordance with IFRS.
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Interim Report: Three and Six-month periods ended 30 June 2015 |
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5 |
This Interim Report is unaudited |
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Adjusted diluted earnings per share amounts are
determined on Adjusted net profit. A reconciliation from reported Net profit to Adjusted net profit is provided below.
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Three Months Ended |
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Six Months Ended |
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30 Jun |
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30 Jun |
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30 Jun |
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30 Jun |
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2015 |
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2014 |
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2015 |
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2014 |
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( in millions - except per share data) |
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Net profit - as reported |
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21.6 |
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8.3 |
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26.0 |
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18.7 |
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Add back |
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+ Refinancing charges |
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0.6 |
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0.6 |
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+ M&A transaction costs |
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3.9 |
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10.8 |
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3.9 |
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0.6 |
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10.8 |
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0.6 |
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Reverse |
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- M&A transaction break fee income |
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(20.9 |
) |
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(20.9 |
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- Adjustments to onerous lease |
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(0.8 |
) |
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(0.1 |
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(0.8 |
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- Interest capitalised |
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(0.7 |
) |
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(0.8 |
) |
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(1.6 |
) |
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(1.6 |
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(21.6 |
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(1.6 |
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(22.6 |
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(2.4 |
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Tax effect of above add backs & reversals |
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4.4 |
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0.3 |
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3.0 |
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0.5 |
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Adjusted net profit |
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8.3 |
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7.6 |
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17.2 |
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17.4 |
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Reported basic EPS: () |
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0.31 |
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0.12 |
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0.37 |
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0.27 |
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Reported diluted EPS: () |
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0.31 |
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0.12 |
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0.37 |
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0.27 |
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Adjusted basic EPS: () |
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0.12 |
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0.11 |
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0.25 |
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0.25 |
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Adjusted diluted EPS: () |
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0.12 |
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0.11 |
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0.24 |
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0.25 |
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About Interxion
Interxion (NYSE: INXN) is a leading provider of carrier and cloud-neutral colocation data centre services in Europe, serving a wide range of customers through
40 data centres in 11 European countries. Interxions uniformly designed, energy efficient data centres offer customers extensive security and uptime for their mission-critical applications.
With over 500 connectivity providers, 20 European Internet exchanges, and most leading cloud and digital media platforms across its footprint, Interxion has
created connectivity, cloud, content and finance hubs that foster growing customer communities of interest. For more information, please visit www.interxion.com.
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6 |
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Interim Report: Three and Six-month periods ended 30 June 2015 |
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This Interim Report is unaudited |
Consolidated Interim Income Statement
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For the three months ended |
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For the six months ended |
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30 Jun 2015 |
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30 Jun 2014 |
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30 Jun 2015 |
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30 Jun 2014 |
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Note |
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000 |
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000 |
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000 |
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000 |
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Revenue |
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5 |
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95,449 |
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83,646 |
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187,931 |
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164,256 |
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Cost of sales |
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5 |
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(37,663 |
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(33,998 |
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(73,945 |
) |
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(66,576 |
) |
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Gross profit |
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57,786 |
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49,648 |
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113,986 |
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97,680 |
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Other income |
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5 |
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20,997 |
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50 |
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21,060 |
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110 |
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Sales and marketing costs |
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5 |
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(7,210 |
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(6,215 |
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(13,889 |
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(12,095 |
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General and administrative costs |
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5 |
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(33,824 |
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(23,757 |
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(69,983 |
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(45,988 |
) |
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Operating profit |
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37,749 |
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19,726 |
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51,174 |
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39,707 |
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Finance income |
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6 |
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147 |
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252 |
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1,357 |
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319 |
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Finance expense |
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6 |
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(8,093 |
) |
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(7,740 |
) |
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(15,888 |
) |
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(13,208 |
) |
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Profit before taxation |
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29,803 |
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12,238 |
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36,643 |
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26,818 |
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Income tax expense |
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7 |
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(8,216 |
) |
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(3,916 |
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(10,631 |
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(8,137 |
) |
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Profit for the period attributable to shareholders |
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21,587 |
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8,322 |
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26,012 |
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18,681 |
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Earnings per share |
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Basic earnings per share: () |
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0.31 |
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0.12 |
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0.37 |
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0.27 |
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Diluted earnings per share: () |
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0.31 |
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0.12 |
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0.37 |
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0.27 |
|
The accompanying notes form an integral part of these consolidated interim financial statements.
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Interim Report: Three and Six-month periods ended 30 June 2015 |
|
7 |
This Interim Report is unaudited |
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Consolidated Interim Statement of Comprehensive
Income
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For the three months ended |
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For the six months ended |
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30 Jun 2015 |
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30 Jun 2014 |
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30 Jun 2015 |
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30 Jun 2014 |
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000 |
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|
000 |
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|
000 |
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|
000 |
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Profit for the period attributable to shareholders |
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21,587 |
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8,322 |
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26,012 |
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18,681 |
|
Other comprehensive income |
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Items that are, or may be, reclassified subsequently to profit or loss: |
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Foreign currency translation differences |
|
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2,309 |
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|
1,507 |
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|
16,252 |
|
|
|
1,888 |
|
Effective portion of changes in fair value of cash flow hedge |
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|
146 |
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|
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(135 |
) |
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|
110 |
|
|
|
(276 |
) |
Tax on items that are, or may be, reclassified subsequently to profit or loss |
|
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(292 |
) |
|
|
(153 |
) |
|
|
(1,470 |
) |
|
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(125 |
) |
|
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|
|
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Other comprehensive income/(loss) for the period, net of tax |
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2,163 |
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|
1,219 |
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14,892 |
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|
1,487 |
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Total comprehensive income attributable to shareholders |
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23,750 |
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|
9,541 |
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40,904 |
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20,168 |
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|
The accompanying notes form an integral part of these consolidated interim financial statements.
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8 |
|
Interim Report: Three and Six-month periods ended 30 June 2015 |
|
|
This Interim Report is unaudited |
Consolidated Interim Statement of Financial
Position
|
|
|
|
|
|
|
|
|
|
|
|
|
As at |
|
|
|
|
30 Jun 2015 |
|
|
31 Dec 2014 |
|
|
|
Note |
|
|
000 |
|
|
000 |
|
Non-current assets |
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment |
|
|
8 |
|
|
|
965,674 |
|
|
|
895,184 |
|
Intangible assets |
|
|
|
|
|
|
21,390 |
|
|
|
18,996 |
|
Deferred tax assets |
|
|
|
|
|
|
25,670 |
|
|
|
30,064 |
|
Financial assets |
|
|
|
|
|
|
774 |
|
|
|
774 |
|
Other non-current assets |
|
|
|
|
|
|
10,074 |
|
|
|
5,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,023,582 |
|
|
|
950,768 |
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other current assets |
|
|
|
|
|
|
131,288 |
|
|
|
120,762 |
|
Short term investments |
|
|
|
|
|
|
|
|
|
|
1,650 |
|
Cash and cash equivalents |
|
|
|
|
|
|
57,098 |
|
|
|
99,923 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
188,386 |
|
|
|
222,335 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
|
|
|
|
1,211,968 |
|
|
|
1,173,103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity |
|
|
|
|
|
|
|
|
|
|
|
|
Share capital |
|
|
|
|
|
|
6,957 |
|
|
|
6,932 |
|
Share premium |
|
|
|
|
|
|
500,984 |
|
|
|
495,109 |
|
Foreign currency translation reserve |
|
|
|
|
|
|
25,259 |
|
|
|
10,440 |
|
Hedging reserve, net of tax |
|
|
|
|
|
|
(174 |
) |
|
|
(247 |
) |
Accumulated deficit |
|
|
|
|
|
|
(50,077 |
) |
|
|
(76,089 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
482,949 |
|
|
|
436,145 |
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables and other liabilities |
|
|
|
|
|
|
13,365 |
|
|
|
12,211 |
|
Deferred tax liabilities |
|
|
|
|
|
|
9,742 |
|
|
|
7,029 |
|
Provision for onerous lease contracts |
|
|
|
|
|
|
251 |
|
|
|
1,491 |
|
Borrowings |
|
|
10 |
|
|
|
539,707 |
|
|
|
540,530 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
563,065 |
|
|
|
561,261 |
|
Current liabilites |
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables and other liabilities |
|
|
|
|
|
|
155,409 |
|
|
|
146,502 |
|
Income tax liabilities |
|
|
|
|
|
|
5,219 |
|
|
|
4,690 |
|
Provision for onerous lease contracts |
|
|
|
|
|
|
2,980 |
|
|
|
3,443 |
|
Borrowings |
|
|
10 |
|
|
|
2,346 |
|
|
|
21,062 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
165,954 |
|
|
|
175,697 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
|
|
|
|
729,019 |
|
|
|
736,958 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
|
|
|
|
|
1,211,968 |
|
|
|
1,173,103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes form an integral part of these consolidated interim financial statements.
|
|
|
Interim Report: Three and Six-month periods ended 30 June 2015 |
|
9 |
This Interim Report is unaudited |
|
|
Consolidated Interim Statement of Changes in
Shareholders Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital |
|
|
Share premium |
|
|
Foreign currency translation reserve |
|
|
Hedging reserve |
|
|
Accumu- lated deficit |
|
|
Total equity |
|
|
|
000 |
|
|
000 |
|
|
000 |
|
|
000 |
|
|
000 |
|
|
000 |
|
Balance at 1 January 2015 |
|
|
6,932 |
|
|
|
495,109 |
|
|
|
10,440 |
|
|
|
(247 |
) |
|
|
(76,089 |
) |
|
|
436,145 |
|
Profit for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,012 |
|
|
|
26,012 |
|
Other comprehensive income, net of tax |
|
|
|
|
|
|
|
|
|
|
14,819 |
|
|
|
73 |
|
|
|
|
|
|
|
14,892 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
14,819 |
|
|
|
73 |
|
|
|
26,012 |
|
|
|
40,904 |
|
Exercise of options |
|
|
25 |
|
|
|
2,383 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,408 |
|
Share-based payments |
|
|
|
|
|
|
3,492 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,492 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contribution by, and distributions to, owners of the Company |
|
|
25 |
|
|
|
5,875 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 30 June 2015 |
|
|
6,957 |
|
|
|
500,984 |
|
|
|
25,259 |
|
|
|
(174 |
) |
|
|
(50,077 |
) |
|
|
482,949 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2014 |
|
|
6,887 |
|
|
|
485,347 |
|
|
|
6,757 |
|
|
|
60 |
|
|
|
(111,149 |
) |
|
|
387,902 |
|
Profit for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,681 |
|
|
|
18,681 |
|
Other comprehensive income/(loss), net of tax |
|
|
|
|
|
|
|
|
|
|
1,672 |
|
|
|
(185 |
) |
|
|
|
|
|
|
1,487 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
1,672 |
|
|
|
(185 |
) |
|
|
18,681 |
|
|
|
20,168 |
|
Exercise of options |
|
|
16 |
|
|
|
1,386 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,402 |
|
Share-based payments |
|
|
|
|
|
|
2,505 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,505 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contribution by, and distributions to, owners of the Company |
|
|
16 |
|
|
|
3,891 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,907 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 30 June 2014 |
|
|
6,903 |
|
|
|
489,238 |
|
|
|
8,429 |
|
|
|
(125 |
) |
|
|
(92,468 |
) |
|
|
411,977 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes form an integral part of these consolidated interim financial statements.
|
|
|
10 |
|
Interim Report: Three and Six-month periods ended 30 June 2015 |
|
|
This Interim Report is unaudited |
Consolidated Interim Statement of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
|
For the six months ended |
|
|
|
30 Jun 2015 |
|
|
30 Jun 2014 |
|
|
30 Jun 2015 |
|
|
30 Jun 2014 |
|
|
|
000 |
|
|
000 |
|
|
000 |
|
|
000 |
|
Profit for the period |
|
|
21,587 |
|
|
|
8,322 |
|
|
|
26,012 |
|
|
|
18,681 |
|
Depreciation, amortisation and impairments |
|
|
19,577 |
|
|
|
14,864 |
|
|
|
37,792 |
|
|
|
28,845 |
|
Provision for onerous lease contracts |
|
|
(849 |
) |
|
|
(1,635 |
) |
|
|
(1,774 |
) |
|
|
(2,454 |
) |
Share-based payments |
|
|
1,789 |
|
|
|
2,131 |
|
|
|
4,030 |
|
|
|
2,774 |
|
Net finance expense |
|
|
7,946 |
|
|
|
7,488 |
|
|
|
14,531 |
|
|
|
12,889 |
|
Income tax expense |
|
|
8,216 |
|
|
|
3,916 |
|
|
|
10,631 |
|
|
|
8,137 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58,266 |
|
|
|
35,086 |
|
|
|
91,222 |
|
|
|
68,872 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Movements in trade and other current assets |
|
|
(7,734 |
) |
|
|
(10,429 |
) |
|
|
(9,365 |
) |
|
|
(11,229 |
) |
Movements in trade and other liabilities |
|
|
3,609 |
|
|
|
2,289 |
|
|
|
6,483 |
|
|
|
3,595 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash generated from operations |
|
|
54,141 |
|
|
|
26,946 |
|
|
|
88,340 |
|
|
|
61,238 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and fees paid |
|
|
(1,448 |
) |
|
|
(1,235 |
) |
|
|
(15,022 |
) |
|
|
(12,061 |
) |
Interest received |
|
|
31 |
|
|
|
57 |
|
|
|
80 |
|
|
|
124 |
|
Income tax paid |
|
|
(2,740 |
) |
|
|
(1,843 |
) |
|
|
(5,060 |
) |
|
|
(2,201 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows from operating activities |
|
|
49,984 |
|
|
|
23,925 |
|
|
|
68,338 |
|
|
|
47,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property, plant and equipment |
|
|
(46,911 |
) |
|
|
(53,634 |
) |
|
|
(112,229 |
) |
|
|
(110,025 |
) |
Purchase of intangible assets |
|
|
(924 |
) |
|
|
(776 |
) |
|
|
(3,176 |
) |
|
|
(1,390 |
) |
Redemption of short-term investments |
|
|
1,650 |
|
|
|
|
|
|
|
1,650 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows from investing activities |
|
|
(46,185 |
) |
|
|
(54,410 |
) |
|
|
(113,755 |
) |
|
|
(111,415 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from exercised options |
|
|
230 |
|
|
|
1,146 |
|
|
|
2,408 |
|
|
|
1,402 |
|
Proceeds from mortgages |
|
|
|
|
|
|
9,185 |
|
|
|
|
|
|
|
9,185 |
|
Repayment of mortgages |
|
|
(720 |
) |
|
|
(567 |
) |
|
|
(1,040 |
) |
|
|
(734 |
) |
Proceeds Revolving Facility |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000 |
|
Repayments Revolving Facility |
|
|
|
|
|
|
(30,000 |
) |
|
|
|
|
|
|
(30,000 |
) |
Proceeds 6.00% Senior Secured Notes due 2020 |
|
|
|
|
|
|
158,382 |
|
|
|
|
|
|
|
158,382 |
|
Interest received at issuance Additional Notes |
|
|
|
|
|
|
2,600 |
|
|
|
|
|
|
|
2,600 |
|
Transaction costs Senior Secured Facility |
|
|
|
|
|
|
(371 |
) |
|
|
|
|
|
|
(371 |
) |
Repayment of other borrowings |
|
|
|
|
|
|
(12 |
) |
|
|
|
|
|
|
(23 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows from financing activities |
|
|
(490 |
) |
|
|
140,363 |
|
|
|
1,368 |
|
|
|
170,441 |
|
Effect of exchange rate changes on cash |
|
|
(193 |
) |
|
|
63 |
|
|
|
1,224 |
|
|
|
64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net movement in cash and cash equivalents |
|
|
3,116 |
|
|
|
109,941 |
|
|
|
(42,825 |
) |
|
|
106,190 |
|
Cash and cash equivalents, beginning of period |
|
|
53,982 |
|
|
|
41,939 |
|
|
|
99,923 |
|
|
|
45,690 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
|
57,098 |
|
|
|
151,880 |
|
|
|
57,098 |
|
|
|
151,880 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes form an integral part of these consolidated interim financial statements.
|
|
|
Interim Report: Three and Six-month periods ended 30 June 2015 |
|
11 |
This Interim Report is unaudited |
|
|
Notes to the Consolidated Interim
Financial Statements
Interxion Holding NV (the Company) is domiciled in The
Netherlands. The address of the Companys registered office is Tupolevlaan 24, 1119 NX, Schiphol-Rijk, The Netherlands. The Consolidated Interim Financial Statements of the Company as at and for the three and six month periods ended
30 June 2015 comprise the Company and its subsidiaries (together referred to as the Group). The Group is a leading pan-European operator of carrier neutral Internet data centres.
a) Statement of compliance
The Consolidated Interim Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRS) IAS 34
Interim Financial Reporting. They do not include all the information required for full annual financial statements, and should be read in conjunction with the audited Consolidated Financial Statements of the Group as at and for the year ended
31 December 2014; these are contained in the 2014 Annual Report (Form 20-F) as filed with the Securities and Exchange Commission on 28 April 2015, which is publicly available on the companys website www.interxion.com,
or from the SEC website www.sec.gov.
b) Estimates, judgment and seasonality
The preparation of Consolidated Interim Financial Statements requires management to make judgments, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.
In preparing
these Consolidated Interim Financial Statements, the significant judgments made by management in applying the Groups accounting policies and the key sources of estimation uncertainty were the same as those applied to the Consolidated Financial
Statements as at and for the year ended 31 December 2014 in the 2014 Annual Report (Form 20-F).
The Groups operations are not
significantly exposed to seasonality.
3 |
Significant accounting policies |
The accounting policies applied by the Group in these
Consolidated Interim Financial Statements are the same as those applied by the Group in its Consolidated Financial Statements as at and for the year ended 31 December 2014 in the 2014 Annual Report (Form 20-F), and amended to include new
Standards and Interpretations effective as of 1 January 2015. These new Standards and Interpretations did not have a significant impact on the financial position or performance of the Group compared with the accounting principles in the 2014
financial statements,
4 |
Financial risk management |
The Groups financial risk management objectives and
policies are consistent with those disclosed in the audited Consolidated Financial Statements in the 2014 Annual Report (Form 20-F).
|
|
|
12 |
|
Interim Report: Three and Six-month periods ended 30 June 2015 |
|
|
This Interim Report is unaudited |
Operating segments are identified on the basis of internal
reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segments and to assess their performance. Management monitors the operating results of its business units
separately for the purpose of making decisions about performance assessments.
The performance of the operating segments is primarily based
on the measures of revenue (including recurring and non-recurring revenue components), EBITDA and Adjusted EBITDA. Other information provided, except as noted below, to the Board of Directors is measured in a manner consistent with that in the
financial statements.
|
|
|
Interim Report: Three and Six-month periods ended 30 June 2015 |
|
13 |
This Interim Report is unaudited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended 30 June 2015 |
|
FR, DE NL and UK |
|
|
Rest of Europe |
|
|
Subtotal |
|
|
Corporate and other |
|
|
Total |
|
|
|
000 |
|
|
000 |
|
|
000 |
|
|
000 |
|
|
000 |
|
Recurring revenue |
|
|
57,321 |
|
|
|
32,976 |
|
|
|
90,297 |
|
|
|
|
|
|
|
90,297 |
|
Non-recurring revenue |
|
|
2,995 |
|
|
|
2,157 |
|
|
|
5,152 |
|
|
|
|
|
|
|
5,152 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
60,316 |
|
|
|
35,133 |
|
|
|
95,449 |
|
|
|
|
|
|
|
95,449 |
|
Cost of sales |
|
|
(22,551 |
) |
|
|
(12,804 |
) |
|
|
(35,355 |
) |
|
|
(2,308 |
) |
|
|
(37,663 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit/(loss) |
|
|
37,765 |
|
|
|
22,329 |
|
|
|
60,094 |
|
|
|
(2,308 |
) |
|
|
57,786 |
|
Other income |
|
|
74 |
|
|
|
|
|
|
|
74 |
|
|
|
20,923 |
|
|
|
20,997 |
|
Sales and marketing costs |
|
|
(1,918 |
) |
|
|
(1,368 |
) |
|
|
(3,286 |
) |
|
|
(3,924 |
) |
|
|
(7,210 |
) |
General and administrative costs |
|
|
(15,602 |
) |
|
|
(7,755 |
) |
|
|
(23,357 |
) |
|
|
(10,467 |
) |
|
|
(33,824 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit |
|
|
20,319 |
|
|
|
13,206 |
|
|
|
33,525 |
|
|
|
4,224 |
|
|
|
37,749 |
|
Net finance expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,946 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,803 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
836,429 |
|
|
|
314,422 |
|
|
|
1,150,851 |
|
|
|
61,117 |
|
|
|
1,211,968 |
|
Total liabilities |
|
|
177,916 |
|
|
|
57,932 |
|
|
|
235,848 |
|
|
|
493,171 |
|
|
|
729,019 |
|
Capital expenditure, including intangible assets* |
|
|
(36,545 |
) |
|
|
(10,289 |
) |
|
|
(46,834 |
) |
|
|
(1,001 |
) |
|
|
(47,835 |
) |
Depreciation, amortisation, impairments |
|
|
(12,544 |
) |
|
|
(5,927 |
) |
|
|
(18,471 |
) |
|
|
(1,106 |
) |
|
|
(19,577 |
) |
Adjusted EBITDA |
|
|
33,248 |
|
|
|
19,342 |
|
|
|
52,590 |
|
|
|
(10,561 |
) |
|
|
42,029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended 30 June 2014 |
|
FR, DE
NL and UK |
|
|
Rest of Europe |
|
|
Subtotal |
|
|
Corporate and other |
|
|
Total |
|
|
|
000 |
|
|
000 |
|
|
000 |
|
|
000 |
|
|
000 |
|
Recurring revenue |
|
|
49,339 |
|
|
|
29,393 |
|
|
|
78,732 |
|
|
|
|
|
|
|
78,732 |
|
Non-recurring revenue |
|
|
2,871 |
|
|
|
2,043 |
|
|
|
4,914 |
|
|
|
|
|
|
|
4,914 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
52,210 |
|
|
|
31,436 |
|
|
|
83,646 |
|
|
|
|
|
|
|
83,646 |
|
Cost of sales |
|
|
(20,254 |
) |
|
|
(11,867 |
) |
|
|
(32,121 |
) |
|
|
(1,877 |
) |
|
|
(33,998 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit/(loss) |
|
|
31,956 |
|
|
|
19,569 |
|
|
|
51,525 |
|
|
|
(1,877 |
) |
|
|
49,648 |
|
Other income |
|
|
50 |
|
|
|
|
|
|
|
50 |
|
|
|
|
|
|
|
50 |
|
Sales and marketing costs |
|
|
(1,897 |
) |
|
|
(1,387 |
) |
|
|
(3,284 |
) |
|
|
(2,931 |
) |
|
|
(6,215 |
) |
General and administrative costs |
|
|
(11,361 |
) |
|
|
(6,349 |
) |
|
|
(17,710 |
) |
|
|
(6,047 |
) |
|
|
(23,757 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit/(loss) |
|
|
18,748 |
|
|
|
11,833 |
|
|
|
30,581 |
|
|
|
(10,855 |
) |
|
|
19,726 |
|
Net finance expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,488 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,238 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
701,196 |
|
|
|
248,112 |
|
|
|
949,308 |
|
|
|
156,207 |
|
|
|
1,105,515 |
|
Total liabilities |
|
|
144,040 |
|
|
|
50,891 |
|
|
|
194,931 |
|
|
|
498,607 |
|
|
|
693,538 |
|
Capital expenditure, including intangible assets* |
|
|
(35,581 |
) |
|
|
(17,269 |
) |
|
|
(52,850 |
) |
|
|
(1,560 |
) |
|
|
(54,410 |
) |
Depreciation, amortisation, impairments |
|
|
(9,521 |
) |
|
|
(4,496 |
) |
|
|
(14,017 |
) |
|
|
(847 |
) |
|
|
(14,864 |
) |
Adjusted EBITDA |
|
|
27,888 |
|
|
|
16,633 |
|
|
|
44,521 |
|
|
|
(8,655 |
) |
|
|
35,866 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Capital expenditure, including intangible assets, represents payments to acquire property, plant and equipment and intangible assets, as recorded in the consolidated statement of cash flows as Purchase of
property, plant and equipment and Purchase of intangible assets, respectively. |
|
|
|
14 |
|
Interim Report: Three and Six-month periods ended 30 June 2015 |
|
|
This Interim Report is unaudited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended 30 June 2015 |
|
FR, DE NL and UK |
|
|
Rest of Europe |
|
|
Subtotal |
|
|
Corporate and other |
|
|
Total |
|
|
|
000 |
|
|
000 |
|
|
000 |
|
|
000 |
|
|
000 |
|
Recurring revenue |
|
|
112,304 |
|
|
|
65,044 |
|
|
|
177,348 |
|
|
|
|
|
|
|
177,348 |
|
Non-recurring revenue |
|
|
6,622 |
|
|
|
3,961 |
|
|
|
10,583 |
|
|
|
|
|
|
|
10,583 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
118,926 |
|
|
|
69,005 |
|
|
|
187,931 |
|
|
|
|
|
|
|
187,931 |
|
Cost of sales |
|
|
(44,845 |
) |
|
|
(24,793 |
) |
|
|
(69,638 |
) |
|
|
(4,307 |
) |
|
|
(73,945 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit/(loss) |
|
|
74,081 |
|
|
|
44,212 |
|
|
|
118,293 |
|
|
|
(4,307 |
) |
|
|
113,986 |
|
Other income |
|
|
137 |
|
|
|
|
|
|
|
137 |
|
|
|
20,923 |
|
|
|
21,060 |
|
Sales and marketing costs |
|
|
(3,724 |
) |
|
|
(2,725 |
) |
|
|
(6,449 |
) |
|
|
(7,440 |
) |
|
|
(13,889 |
) |
General and administrative costs |
|
|
(30,692 |
) |
|
|
(14,934 |
) |
|
|
(45,626 |
) |
|
|
(24,357 |
) |
|
|
(69,983 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit/(loss) |
|
|
39,802 |
|
|
|
26,553 |
|
|
|
66,355 |
|
|
|
(15,181 |
) |
|
|
51,174 |
|
Net finance expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14,531 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,643 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
836,429 |
|
|
|
314,422 |
|
|
|
1,150,851 |
|
|
|
61,117 |
|
|
|
1,211,968 |
|
Total liabilities |
|
|
177,916 |
|
|
|
57,932 |
|
|
|
235,848 |
|
|
|
493,171 |
|
|
|
729,019 |
|
Capital expenditure, including intangible assets* |
|
|
(70,311 |
) |
|
|
(43,414 |
) |
|
|
(113,725 |
) |
|
|
(1,680 |
) |
|
|
(115,405 |
) |
Depreciation, amortisation, impairments |
|
|
(24,261 |
) |
|
|
(11,362 |
) |
|
|
(35,623 |
) |
|
|
(2,169 |
) |
|
|
(37,792 |
) |
Adjusted EBITDA |
|
|
64,618 |
|
|
|
38,320 |
|
|
|
102,938 |
|
|
|
(20,304 |
) |
|
|
82,634 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended 30 June 2014 |
|
FR, DE NL and UK |
|
|
Rest of Europe |
|
|
Subtotal |
|
|
Corporate and other |
|
|
Total |
|
|
|
000 |
|
|
000 |
|
|
000 |
|
|
000 |
|
|
000 |
|
Recurring revenue |
|
|
96,979 |
|
|
|
57,624 |
|
|
|
154,603 |
|
|
|
|
|
|
|
154,603 |
|
Non-recurring revenue |
|
|
6,003 |
|
|
|
3,650 |
|
|
|
9,653 |
|
|
|
|
|
|
|
9,653 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
102,982 |
|
|
|
61,274 |
|
|
|
164,256 |
|
|
|
|
|
|
|
164,256 |
|
Cost of sales |
|
|
(39,671 |
) |
|
|
(23,144 |
) |
|
|
(62,815 |
) |
|
|
(3,761 |
) |
|
|
(66,576 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit/(loss) |
|
|
63,311 |
|
|
|
38,130 |
|
|
|
101,441 |
|
|
|
(3,761 |
) |
|
|
97,680 |
|
Other income |
|
|
110 |
|
|
|
|
|
|
|
110 |
|
|
|
|
|
|
|
110 |
|
Sales and marketing costs |
|
|
(3,597 |
) |
|
|
(2,655 |
) |
|
|
(6,252 |
) |
|
|
(5,843 |
) |
|
|
(12,095 |
) |
General and administrative costs |
|
|
(22,792 |
) |
|
|
(12,174 |
) |
|
|
(34,966 |
) |
|
|
(11,022 |
) |
|
|
(45,988 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit/(loss) |
|
|
37,032 |
|
|
|
23,301 |
|
|
|
60,333 |
|
|
|
(20,626 |
) |
|
|
39,707 |
|
Net finance expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,889 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,818 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
701,196 |
|
|
|
248,112 |
|
|
|
949,308 |
|
|
|
156,207 |
|
|
|
1,105,515 |
|
Total liabilities |
|
|
144,040 |
|
|
|
50,891 |
|
|
|
194,931 |
|
|
|
498,607 |
|
|
|
693,538 |
|
Capital expenditure, including intangible assets* |
|
|
(79,173 |
) |
|
|
(29,952 |
) |
|
|
(109,125 |
) |
|
|
(2,290 |
) |
|
|
(111,415 |
) |
Depreciation, amortisation, impairments |
|
|
(18,440 |
) |
|
|
(8,776 |
) |
|
|
(27,216 |
) |
|
|
(1,629 |
) |
|
|
(28,845 |
) |
Adjusted EBITDA |
|
|
55,182 |
|
|
|
32,431 |
|
|
|
87,613 |
|
|
|
(17,202 |
) |
|
|
70,411 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Capital expenditure, including intangible assets, represents payments to acquire property, plant and equipment and intangible assets, as recorded in the consolidated statement of cash flows as Purchase of
property, plant and equipment and Purchase of intangible assets, respectively. |
|
|
|
Interim Report: Three and Six-month periods ended 30 June 2015 |
|
15 |
This Interim Report is unaudited |
|
|
Reconciliation to adjusted EBITDA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
|
For the six months ended |
|
|
|
30 Jun
2015 |
|
|
30 Jun 2014 |
|
|
30 Jun 2015 |
|
|
30 Jun 2014 |
|
|
|
000 |
|
|
000 |
|
|
000 |
|
|
000 |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period attributable to shareholders |
|
|
21,587 |
|
|
|
8,322 |
|
|
|
26,012 |
|
|
|
18,681 |
|
Income tax expense |
|
|
8,216 |
|
|
|
3,916 |
|
|
|
10,631 |
|
|
|
8,137 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before taxation |
|
|
29,803 |
|
|
|
12,238 |
|
|
|
36,643 |
|
|
|
26,818 |
|
Finance income |
|
|
(147 |
) |
|
|
(252 |
) |
|
|
(1,357 |
) |
|
|
(319 |
) |
Finance expense |
|
|
8,093 |
|
|
|
7,740 |
|
|
|
15,888 |
|
|
|
13,208 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit |
|
|
37,749 |
|
|
|
19,726 |
|
|
|
51,174 |
|
|
|
39,707 |
|
Depreciation, amortisation and impairments |
|
|
19,577 |
|
|
|
14,864 |
|
|
|
37,792 |
|
|
|
28,845 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA(1) |
|
|
57,326 |
|
|
|
34,590 |
|
|
|
88,966 |
|
|
|
68,552 |
|
Share-based payments |
|
|
1,789 |
|
|
|
2,131 |
|
|
|
4,030 |
|
|
|
2,774 |
|
M&A transaction costs |
|
|
3,911 |
|
|
|
|
|
|
|
10,798 |
|
|
|
|
|
Increase/(decrease) in provision for onerous lease contracts |
|
|
|
|
|
|
(805 |
) |
|
|
(100 |
) |
|
|
(805 |
) |
M&A transaction break fee income |
|
|
(20,923 |
) |
|
|
|
|
|
|
(20,923 |
) |
|
|
|
|
Income from sub-leases of unused data centre sites |
|
|
(74 |
) |
|
|
(50 |
) |
|
|
(137 |
) |
|
|
(110 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA(1) |
|
|
42,029 |
|
|
|
35,866 |
|
|
|
82,634 |
|
|
|
70,411 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
|
For the six months ended |
|
|
|
30 Jun
2015 |
|
|
30 Jun 2014 |
|
|
30 Jun 2015 |
|
|
30 Jun 2014 |
|
|
|
000 |
|
|
000 |
|
|
000 |
|
|
000 |
|
FR, DE, NL and UK |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit |
|
|
20,319 |
|
|
|
18,748 |
|
|
|
39,802 |
|
|
|
37,032 |
|
Depreciation, amortisation and impairments |
|
|
12,544 |
|
|
|
9,521 |
|
|
|
24,261 |
|
|
|
18,440 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA(1) |
|
|
32,863 |
|
|
|
28,269 |
|
|
|
64,063 |
|
|
|
55,472 |
|
Share-based payments |
|
|
459 |
|
|
|
474 |
|
|
|
792 |
|
|
|
625 |
|
Increase/(decrease) in provision for onerous lease contracts |
|
|
|
|
|
|
(805 |
) |
|
|
(100 |
) |
|
|
(805 |
) |
Income from sub-leases of unused data centre sites |
|
|
(74 |
) |
|
|
(50 |
) |
|
|
(137 |
) |
|
|
(110 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA(1) |
|
|
33,248 |
|
|
|
27,888 |
|
|
|
64,618 |
|
|
|
55,182 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16 |
|
Interim Report: Three and Six-month periods ended 30 June 2015 |
|
|
This Interim Report is unaudited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
|
For the six months ended |
|
|
|
30 Jun 2015 |
|
|
30 Jun 2014 |
|
|
30 Jun 2015 |
|
|
30 Jun 2014 |
|
|
|
000 |
|
|
000 |
|
|
000 |
|
|
000 |
|
Rest of Europe |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit |
|
|
13,206 |
|
|
|
11,833 |
|
|
|
26,553 |
|
|
|
23,301 |
|
Depreciation, amortisation and impairments |
|
|
5,927 |
|
|
|
4,496 |
|
|
|
11,362 |
|
|
|
8,776 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA(1) |
|
|
19,133 |
|
|
|
16,329 |
|
|
|
37,915 |
|
|
|
32,077 |
|
Share-based payments |
|
|
209 |
|
|
|
304 |
|
|
|
405 |
|
|
|
354 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA(1) |
|
|
19,342 |
|
|
|
16,633 |
|
|
|
38,320 |
|
|
|
32,431 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
|
For the six months ended |
|
|
|
30 Jun 2015 |
|
|
30 Jun 2014 |
|
|
30 Jun 2015 |
|
|
30 Jun 2014 |
|
|
|
000 |
|
|
000 |
|
|
000 |
|
|
000 |
|
Corporate and other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit/(loss) |
|
|
4,224 |
|
|
|
(10,855 |
) |
|
|
(15,181 |
) |
|
|
(20,626 |
) |
Depreciation, amortisation and impairments |
|
|
1,106 |
|
|
|
847 |
|
|
|
2,169 |
|
|
|
1,629 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA(1) |
|
|
5,330 |
|
|
|
(10,008 |
) |
|
|
(13,012 |
) |
|
|
(18,997 |
) |
Share-based payments |
|
|
1,121 |
|
|
|
1,353 |
|
|
|
2,833 |
|
|
|
1,795 |
|
M&A transaction break fee income(2) |
|
|
(20,923 |
) |
|
|
|
|
|
|
(20,923 |
) |
|
|
|
|
M&A transaction costs(3) |
|
|
3,911 |
|
|
|
|
|
|
|
10,798 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA(1) |
|
|
(10,561 |
) |
|
|
(8,655 |
) |
|
|
(20,304 |
) |
|
|
(17,202 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
EBITDA is defined as operating profit plus depreciation, amortisation and impairment of assets. We define Adjusted EBITDA as EBITDA adjusted to exclude share-based payments, increase/decrease in provision for onerous
lease contracts, M&A transaction related costs and break fee income, and income from sub-leases on unused data centre sites. Adjusted EBITDA margin is defined as Adjusted EBITDA as a percentage of revenue. We present EBITDA and Adjusted EBITDA
as additional information because we understand that they are measures used by certain investors and because they are used in our financial covenants in our 100 million revolving facility and 475 million 6.00% Senior Secured
Notes due 2020. Other companies may, however, present EBITDA and Adjusted EBITDA differently. |
EBITDA and Adjusted EBITDA are
not measures of financial performance under IFRS and should not be considered as an alternative to operating profit or as a measure of liquidity, or an alternative to net income as indicators of our operating performance or any other measure of
performance implemented in accordance with IFRS.
(2) |
On 9 March 2015 the Company signed the definitive agreement on an all-share merger with TelecityGroup plc (Implementation Agreement) on the terms as announced on 11 February 2015. Following
termination on 29 May 2015 of the Implementation Agreement, the Company received a cash break-up fee of £15 million from TelecityGroup which is reported as Other income. |
(3) |
M&A transaction costs represent expenses associated with the Implementation Agreement and its subsequent partial termination on 29 May 2015. |
|
|
|
Interim Report: Three and Six-month periods ended 30 June 2015 |
|
17 |
This Interim Report is unaudited |
|
|
6 |
Finance income and expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
|
For the six months ended |
|
|
|
30 Jun 2015 |
|
|
30 Jun 2014 |
|
|
30 Jun 2015 |
|
|
30 Jun 2014 |
|
|
|
000 |
|
|
000 |
|
|
000 |
|
|
000 |
|
Bank and other interest |
|
|
18 |
|
|
|
81 |
|
|
|
47 |
|
|
|
148 |
|
Foreign currency exchange profits |
|
|
129 |
|
|
|
171 |
|
|
|
1,310 |
|
|
|
171 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance income |
|
|
147 |
|
|
|
252 |
|
|
|
1,357 |
|
|
|
319 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense on Senior Secured Notes, bank and other loans |
|
|
(6,754 |
) |
|
|
(6,138 |
) |
|
|
(13,334 |
) |
|
|
(10,671 |
) |
Interest expense on finance leases |
|
|
(785 |
) |
|
|
(457 |
) |
|
|
(1,505 |
) |
|
|
(914 |
) |
Interest expense on provision for onerous lease contracts |
|
|
(32 |
) |
|
|
(62 |
) |
|
|
(72 |
) |
|
|
(130 |
) |
Other financial expenses |
|
|
(522 |
) |
|
|
(1,083 |
) |
|
|
(977 |
) |
|
|
(1,477 |
) |
Foreign currency exchange losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance expense |
|
|
(8,093 |
) |
|
|
(7,740 |
) |
|
|
(15,888 |
) |
|
|
(13,208 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net finance expense |
|
|
(7,946 |
) |
|
|
(7,488 |
) |
|
|
(14,531 |
) |
|
|
(12,889 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Interest expense on provision for onerous lease contracts relates to the unwinding of the
discount rate used to calculate the Provision for onerous lease contracts.
The Groups consolidated effective tax rate of 28% and 29%, in
respect of continuing operations for the three and six months ended 30 June 2015, respectively, was positively affected by the pre-tax net positive income on the terminated M&A transaction of 17.0 million and
10.1 million (taxable in The Netherlands at a below-average tax rate of 25%), respectively (the effective tax rate for the three and six months ended 30 June 2014: 32% and 30%, respectively). Excluding the pre-tax net positive income
on the terminated M&A transaction, the effective tax rate for the three and six months ended 30 June 2015 was 31%.
8 |
Property, plant and equipment |
Acquisitions
During the three and six months ended 30 June 2015, the Group acquired tangible fixed assets (primarily data-centre-related assets) at a
cost of 37,600,000 and 89,200,000, respectively (three and six months ended 30 June 2014: 56,100,000 and 116,100,000, respectively).
Capitalized interest relating to borrowing costs for the three and six months ended 30 June 2015 amounted to 678,000 and
1,598,000, respectively (three and six months ended 30 June 2014: 818,000 and 1,635,000, respectively). The cash effect of the interest capitalised for the three and six month period ended 30 June 2015 amounted to nil and
1,969,000, respectively, which in the Statement of Cash Flows is presented under Purchase of property, plant and equipment (three and six months ended 30 June 2014: nil and 750,000, respectively).
|
|
|
18 |
|
Interim Report: Three and Six-month periods ended 30 June 2015 |
|
|
This Interim Report is unaudited |
Capital commitments
At 30 June 2015, the Group had outstanding capital commitments of 53.7 million. These commitments are expected to be substantially
settled during the remainder of 2015.
Fair values versus carrying amounts
As of 30 June 2015, the market price of the 6.00% Senior Secured Notes due 2020 was 106.427 (30 June 2014: 106.750). Using this market
price, the fair value of the Senior Secured Notes due 2020 would have been approximately 506 million (30 June 2014: 507 million), compared with their nominal value of 475 million (30 June 2014: 475 million).
At 30 June 2015, the Group had a financial asset carried at fair value, its investment in iStreamPlanet Inc. Furthermore, the Group had a
cash flow hedge carried at a negative fair value, to hedge the interest rate risk of part of two mortgages.
As of 30 June 2015, the
fair value of all mortgages were equal to their carrying amount of 30.5 million. As of 30 June 2015, the fair value of the financial lease liabilities were 41.3 million compared with the carrying amount of 34.4 million.
The carrying amounts of other financial assets and liabilities approximate their fair value.
Fair values and hierarchy
The Company regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or
pricing services, is used to measure fair values, then the Company assesses the evidence obtained from the third parties to support the conclusion that such valuations meet the requirements of IFRS, including the level in the fair value hierarchy in
which such valuations should be classified. Significant valuation issues are reported to the Companys Audit Committee.
When
measuring the fair value of an asset or a liability, the Company uses observable market data to the extent possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as
follows:
|
|
|
Level 1: |
|
quoted prices (unadjusted) in active markets for identical assets or liabilities. |
|
|
Level 2: |
|
inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices). |
|
|
Level 3: |
|
inputs for the asset or liability that are not based on observable market data (unobservable inputs). |
If the inputs used to measure the fair value of an asset or a liability fall into different levels of
the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. The Company recognises transfers between
levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.
|
|
|
Interim Report: Three and Six-month periods ended 30 June 2015 |
|
19 |
This Interim Report is unaudited |
|
|
The values of the instruments are:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying value |
|
|
Level 1 |
|
|
Fair value Level 2 |
|
|
Level 3 |
|
30 June 2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior secured notes 6.00% due 2020 |
|
|
(475,573 |
) |
|
|
(506,000 |
) |
|
|
|
|
|
|
|
|
Finance leases |
|
|
(34,388 |
) |
|
|
|
|
|
|
(41,271 |
) |
|
|
|
|
Mortgages |
|
|
(30,487 |
) |
|
|
|
|
|
|
(30,487 |
) |
|
|
|
|
Interest rate swap |
|
|
(260 |
) |
|
|
|
|
|
|
(260 |
) |
|
|
|
|
Financial asset |
|
|
774 |
|
|
|
|
|
|
|
|
|
|
|
774 |
|
31 December 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior secured notes 6.00% due 2020 |
|
|
(475,643 |
) |
|
|
(499,000 |
) |
|
|
|
|
|
|
|
|
Finance leases |
|
|
(52,857 |
) |
|
|
|
|
|
|
(60,200 |
) |
|
|
|
|
Mortgages |
|
|
(31,487 |
) |
|
|
|
|
|
|
(31,487 |
) |
|
|
|
|
Interest rate swap |
|
|
(368 |
) |
|
|
|
|
|
|
(368 |
) |
|
|
|
|
Financial asset |
|
|
774 |
|
|
|
|
|
|
|
|
|
|
|
774 |
|
No changes in levels of hierarchy, or transfers between levels, occurred in the reporting period. Fair values
were obtained from quoted market prices in active markets or, where no active market exists, by using valuation techniques. Valuation techniques include discounted cash flow models using inputs as market interest rates and cash flows.
As at 30 June 2015, our 100.0 million revolving facility was
undrawn.
11 |
Related party transactions |
Share distribution by Baker Capital
On 2 June 2015, Lamont Finance N.V. and Baker Communications Fund II, L.P. requested that Interxion instruct its Transfer Agent, American
Stock Transfer & Trust Company, to remove the restrictive legend on all of the 18,657,592 Interxion shares held by Lamont Finance N.V. and Baker Communications Fund II, L.P.
Baker Capital (Baker) made a pro rata distribution-in-kind of these shares immediately to the partners of Baker Communications Fund
II (Cayman) L.P. and Baker Communications Fund II L.P., which funds had made their initial acquisition of Interxion shares in 2000. Under the terms of the undertaking executed by Baker in support of the proposed transaction between Interxion and
Telecity Group plc, it was contemplated that Baker would make a full distribution of its shares to its partners upon the closing of the transaction. The distribution was made following the termination of the proposed transaction with Telecity Group
plc and the related undertaking executed by Baker. Following the distribution, Baker owns shares constituting less than 1% of the outstanding ordinary shares of Interxion.
|
|
|
20 |
|
Interim Report: Three and Six-month periods ended 30 June 2015 |
|
|
This Interim Report is unaudited |
This distribution did not have any
effect upon the total number of shares outstanding.
As a result of the 18.6 million share distribution by funds affiliated with
Baker, Mr. John Baker (on June 5th) and Mr. Rob Manning (on June 7th), as representatives of Baker on the Board of Directors (the Board), tendered their resignations as members of the Board, effective immediately.
Mr. Jean F.H.P. Mandeville has been appointed as the new Chairman of the Board replacing Mr. Baker, effective 8 June 2015. Mr. Mandeville has been a member of the Board since January 2011. Interxion will seek to fill the vacant
board positions in a timely fashion.
On 8 June 2015, the Board of Directors of the Company adopted amendments to the Companys
Bylaws to eliminate references to the Shareholders Agreement and related provisions.
Compensation of Non-executive Directors (FY
2015)
On 30 June 2015, the Annual General Meeting of Shareholders approved to award restricted shares equivalent to a value of
40,000 under the terms and conditions of the Companys 2013 Amended International Equity Based Incentive Plan to each of our Non-executive Directors for their services to be provided for the period between the 2015 Annual General Meeting
and the 2016 Annual General Meeting.
All of these restricted shares will vest on the day of the next Annual General Meeting subject to the
Non-executive Director having served for the entire period and will be locked up for a period that will end three years from the date of award or on the date the Non-executive Director ceases to be a director of the Company, whichever is sooner.
Upon change of control, these restricted shares will vest immediately and any lock up provisions will expire.
Performance share award
to the Executive Director (FY 2014)
Under the Companys Long Term Incentive plan and actual achievements in 2014, the Executive
Director is entitled to an initial award of 94,485 performance shares.
On 30 June 2015, the Annual General Meeting of Shareholders
approved to award to the Executive Director 47,243 performance shares of which, 23,621 performance shares vested upon award but are locked up until 31 December 2015 and 23,622 performance shares which will vest on 1 January 2016.
The remaining 50% of the initial award is subject to the Companys relative share performance over the period 1 January 2014 to
31 December 2015 and is subject to approval by the shareholders at the 2016 Annual General Meeting. Upon a change of control, the performance shares will vest immediately and any lock up provisions will expire.
Conditional performance share award to members of key management (FY 2015)
In the first six months of 2015, for the contribution to the Company in the fiscal year 2015, the Board of Directors approved a conditional
award of 134,098 performance shares to certain members of key management, including the Executive Director, under the terms and conditions of the Companys 2013 Amended International Equity Based Incentive Plan. The Company started recognizing
the related share-based payment charges in the second quarter of 2015. The conditional award of 68,639 performance shares to the Executive Director is subject to the approval of the Annual General Meeting of Shareholders, which is anticipated to be
held in June 2016. Upon change of control, the performance shares will vest immediately and any lock up provisions will expire.
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Interim Report: Three and Six-month periods ended 30 June 2015 |
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21 |
This Interim Report is unaudited |
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12 |
Implementation Agreement with TelecityGroup |
On 9 March 2015, the Company and
Telecity Group plc. announced that they had entered into a definitive agreement on an all share merger (Implementation Agreement) on the terms as announced on 11 February 2015. The Implementation Agreement was subsequently
terminated on 29 May 2015 and the related restrictions under the agreement, such as limitations on capital expenditures are no longer in effect. Expenses associated with the Implementation Agreement include costs associated with the preparation
of documents for filing as part of the U.S. registration and listing process, consultations on the proposed transaction with relevant works councils, trade unions and other employee organisations and certain termination fees with the Companys
advisers.
Under the terms of the Implementation Agreement, the Company was entitled to a break fee of £15 million
in the event the Agreement was terminated. The Company received the break fee from Telecity Group in June 2015.
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22 |
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Interim Report: Three and Six-month periods ended 30 June 2015 |
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This Interim Report is unaudited |
Grafico Azioni InterXion Holding NV (NYSE:INXN)
Storico
Da Ago 2024 a Set 2024
Grafico Azioni InterXion Holding NV (NYSE:INXN)
Storico
Da Set 2023 a Set 2024