As filed with the Securities and Exchange Commission on April 30, 2018
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
20-F
(Mark One)
☐
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
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or
☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2017
or
☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
[
] to
[
]
or
☐
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of event requiring this shell company report
For the transition period from
[
] to
[
]
Commission file number:
001-35053
InterXion Holding N.V.
(Exact name of registrant as specified in its charter)
The
Netherlands
(Jurisdiction of incorporation or organization)
Scorpius 30
2132 LR
Hoofddorp
The Netherlands
+31 20 880 7600
(Name,
Telephone,
E-mail
and/or Facsimile number and Address of Company Contact Person)
Securities
registered or to be registered pursuant to Section 12(b) of the Act:
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Title of Each
Class
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Name of Each Exchange on
Which Registered
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Ordinary shares, with a nominal value of 0.10 each
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New York Stock Exchange
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Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual
report:
71,414,513 ordinary shares
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act: Yes ☒ No ☐
If this report is an annual or transition report,
indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒
NoteChecking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, or an emerging growth company. See definition of large accelerated filer, accelerated filer and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Emerging growth company
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☐
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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if
the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
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Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
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U.S. GAAP ☐
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International Financial Reporting Standards as issued
by the International Accounting Standards Board ☒
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Other ☐
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If Other has been checked in response to the previous question, indicate by check mark which financial statement
item the registrant has elected to follow: Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act). Yes ☐ No ☒
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has
filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes ☐ No ☐
Introduction
Presentation of Financial Information
Unless otherwise indicated, the financial information in this annual report has been prepared in accordance with International Financial
Reporting Standards, or IFRS, as issued by the International Accounting Standards Board. The significant IFRS accounting policies applied to our financial information in this annual report have been applied consistently.
Financial Information
The financial
information included in Financial Statements is covered by the auditors report included therein. The audit was carried out in accordance with standards issued by the Public Company Accounting Oversight Board (United States).
Non-IFRS
Financial Measures
Included in this annual report are certain
non-IFRS
financial measures, which are measures of our
financial performance that are not calculated and presented in accordance with IFRS, within the meaning of applicable SEC rules. These measures are as follows: (i) Adjusted EBITDA; (ii) Recurring revenue and (iii) Cash generated from
operations.
Other companies may present Adjusted EBITDA, Recurring revenue and Cash generated from operations differently than we do.
Each of these measures are not measures of financial performance under IFRS and should not be considered as an alternative to operating income or as a measure of liquidity or an alternative to Profit for the period attributable to shareholders
(net income) as indicators of our operating performance or any other measure of performance implemented in accordance with IFRS.
We define Adjusted EBITDA as Operating income adjusted for the following items, which may occur in any period, and which management believes
are not representative of our operating performance:
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Depreciation, amortization and impairments property, plant and equipment and intangible assets (except goodwill) are depreciated on a straight-line basis over the estimated useful life. We believe that these
costs do not represent our operating performance.
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Share-based payments primarily the fair value at the grant date to employees of equity awards, which are recognized as an employee expense over the vesting period. We believe that this expense does not represent
our operating performance.
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Income or expense related to the evaluation and execution of potential mergers or acquisitions (M&A) under IFRS, gains and losses associated with M&A activity are recognized in the period in
which such gains or losses are incurred. We exclude these effects because we believe they are not reflective of our
on-going
operating performance.
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Adjustments related to terminated and unused data center sites these gains and losses relate to historical leases entered into for certain brownfield sites, with the intention of developing data centers, which
were never developed, and which management has no intention of developing into data centers. We believe the impact of gains and losses related to unused data centers are not reflective of our business activities and our
on-going
operating performance.
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In certain circumstances, we may also adjust for other
items that management believes are not representative of our current
on-going
performance. Examples include: adjustments for the cumulative effect of a change in accounting principle or estimate, impairment
losses, litigation gains and losses or windfall gains and losses.
For a reconciliation of Adjusted EBITDA to Operating income and Net
income, see Operating and Financial Review and ProspectsResults of operations and Operating and Financial Review and ProspectsResults of operationsAdjusted EBITDA. Adjusted EBITDA and other key performance
indicators may not be indicative of our historical results of operations, nor are they meant to be predictive of future results.
2
We define Recurring revenue as revenue incurred from colocation and associated power charges,
office space, amortized
set-up
fees and certain recurring managed services (but excluding any ad hoc managed services) provided by us directly or through third parties, excluding rents received for the
sublease of unused sites.
Cash generated from operations is defined as net cash flows from operating activities, excluding interest and
corporate income tax payments and receipts.
Additional Key Performance Indicators
In addition to Adjusted EBITDA, Recurring revenue and Cash generated from operations, our management also uses the following key performance
indicators as measures to evaluate our performance:
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Equipped space: the amount of data center space that, on the relevant date, is equipped and either sold or could be sold, without making any significant additional investments to common infrastructure. Equipped space at
a particular data center may decrease if either (a) the power requirements of customers at a data center change so that all or a portion of the remaining space can no longer be sold because the space does not have enough power capacity and/or
common infrastructure to support it without further investment or (b) if the design and layout of a data center changes to meet among others, fire regulations or customer requirements, and necessitates the introduction of common space (such as
corridors), which cannot be sold to individual customers;
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Revenue generating space: the amount of Equipped space that is under contract and billed on the relevant date;
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Maximum equippable space: the maximum amount of space in our data centers which is designed to be used and sold as Equipped space;
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Utilization rate: on the relevant date, Revenue generating space as a percentage of Equipped space. Some Equipped space is not fully utilized because of customers specific requirements regarding the layout of
their equipment. In practice, therefore, Utilization rate does not reach 100%;
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Recurring revenue percentage: Recurring revenue during the relevant period as a percentage of total revenue in the same period;
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Monthly recurring revenue: the contracted Recurring revenue over a full month excluding energy usage revenues, amortized
set-up
fees and the
sub-leasing
of office space; and
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Average monthly churn: the average of the Churn percentage in each month of the relevant period. Churn percentage is the contracted Monthly recurring revenue that came to an end during a month as a percentage of the
total contracted Monthly recurring revenue at the beginning of that month.
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Adjusted EBITDA, Recurring revenue and Cash
generated from operations are all
non-IFRS
measures. Together with the additional key performance indicators listed above, Adjusted EBITDA, Recurring revenue and Cash generated from operations provide useful
supplemental information to investors regarding our
on-going
operational performance. These measures help us and our investors evaluate the
on-going
operating
performance of the business after removing the impact of our capital structure (primarily interest expense) and our asset base (primarily depreciation and amortization). Management believes that the presentation of Adjusted EBITDA, when combined
with the primary IFRS presentation of net income, provides a more complete analysis of our operating performance. Management also believes the use of Adjusted EBITDA facilitates comparisons between us and other data center operators (including other
data center operators that are REITs) and other infrastructure-based businesses. Adjusted EBITDA is also a relevant measure used in the financial covenants contained in our 225.0 million unsecured subordinated revolving facility dated
March 16, 2018 (the 2018 Subordinated Revolving Facility), our 100.0 million senior secured revolving facility dated March 9, 2017 (as amended and/or restated from time to time) (the 2017 Senior Secured
Revolving Facility), our 100.0 million super senior revolving facility dated June 17, 2013 (as amended and/or restated from time to time) (the 2013 Super Senior Revolving Facility and together with the 2018
Subordinated Revolving Facility and the 2017 Senior Secured Revolving Facility, the Revolving Facilities) and our 625.0 million 6.00% Senior Secured Notes due 2020 (the Senior Secured Notes).
Adjusted EBITDA, Recurring revenue, Cash generated from operations and our other key performance indicators listed above may not be indicative
of our historical results of operations, nor are they meant to be predictive of future results.
3
Currency Presentation and Convenience Translations
Unless otherwise indicated, all references in this annual report to euro or are to the currency introduced at
the start of the third stage of the European Economic and Monetary Union pursuant to the Treaty establishing the European Community, as amended. All references to dollars, $, U.S. $ or U.S. dollars are
to the lawful currency of the United States. We prepare our financial statements in euro.
Solely for convenience, this annual report
contains translation of certain euro amounts into U.S. dollars based on the noon buying rate of 1.00 to U.S. $1.2022 in The City of New York for cable transfers of euro as certified for customs purposes by the Federal Reserve Bank of New York
as of December 31, 2017. These translation rates should not be construed as representations that the euro amounts have been, could have been or could be converted into U.S. dollars at that or any other rate. See Exchange Rate
Information.
Metric Convenience Conversion
This annual report contains certain metric measurements and for your convenience, we provide the conversion of metric units into U.S. customary
units. The standard conversion relevant for this annual report is approximately 1 meter = 3.281 feet and 1 square meter = 10.764 square feet.
Rounding
Certain financial data in this annual report, including financial, statistical and operating information have been subject to rounding
adjustment. Accordingly, in certain instances, the sum of the numbers in a column or a row in tables contained in this annual report may not conform exactly to the total figure given for that column or row. Percentages in tables have been rounded
and accordingly may not add up to 100%.
No Incorporation of Website Information
The contents of our website do not form part of this annual report.
Terminology
The terms the
Group, we, our and us refer to InterXion Holding N.V. (the Company) and its subsidiaries, as the context requires.
MARKET, ECONOMIC AND INDUSTRY DATA
Information regarding markets, market size, market share, market position, growth rates and other industry data pertaining to our business
contained in this annual report consists of estimates based on data and reports compiled by professional organizations and analysts, on data from other external sources, and on our knowledge of our sales and markets. Since, in many cases, there is
no readily available external information (whether from trade associations, government bodies or other organizations) to validate market-related analyses and estimates, we rely on internally developed estimates. While we have compiled, extracted and
reproduced market or other industry data from external sources which we believe to be reliable, including third parties or industry or general publications, we have not independently verified that data. Similarly, our internal estimates have not
been verified by any independent sources.
4
Forward-Looking Statements
This annual report on Form
20-F
contains 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, with respect to all statements other than statements of historical fact regarding our business, financial condition,
results of operations and certain of our plans, objectives, assumptions, projections, expectations or beliefs with respect to these items and statements regarding other future events or prospects. These statements include, without limitation, those
concerning: our strategy and our ability to achieve it; expectations regarding sales, profitability and growth; plans for the construction of new data centers; our ability to integrate new acquisitions; our possible or assumed future results of
operations; research and development, capital expenditure and investment plans; adequacy of capital; and financing plans. The words aim, may, will, expect, anticipate, believe,
future, continue, help, estimate, plan, schedule, intend, should, shall or the negative or other variations thereof, as well as other
statements regarding matters that are not historical fact, are or may constitute forward-looking statements.
In addition, this annual
report includes forward-looking statements relating to our potential exposure to various types of market risks, such as foreign exchange rate risk, interest rate risks and other risks related to financial assets and liabilities. We have based these
forward-looking statements on our managements current view of future events and financial performance. These views reflect the best judgment of our management but involve a number of risks and uncertainties which could cause actual results to
differ materially from those predicted in our forward-looking statements and from past results, performance or achievements. Although we believe that the estimates reflected in the forward-looking statements are reasonable, those estimates may prove
to be incorrect. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and
developments to differ materially from these expressed or implied by these forward-looking statements. These factors include, among other things:
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operating expenses cannot be easily reduced in the short term;
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inability to utilize the capacity of newly planned or acquired data centers and data center expansions;
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significant competition;
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cost and supply of electrical power;
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data center industry over-capacity; and
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performance under service level agreements.
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These and other risks described under Risk
Factors are not exhaustive. Other sections of this annual report describe additional factors that could adversely affect our business, financial condition or results of operations, including delays in remediating the material weakness in
internal control over financial reporting and/or making disclosure controls and procedures effective. For a more complete discussion of the factors that could affect our future performance and the industry in which we operate, we urge you to read
the sections of this annual report entitled Item 3 Key InformationRisk Factors, Item 4 Information on the Company, Item 5 Operating and Financial Review and Prospects, Item 15 Controls Procedures
and Item 18 Financial Statements. In addition, new risk factors may emerge from time to time, and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk factors to differ materially from
those contained in any forward-looking statements. Given these risks and uncertainties, you should not place undue reliance on forward-looking statements as a prediction of actual results.
All forward-looking statements included in this annual report are based on information available to us at the date of this annual report. We
undertake no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by applicable law. All subsequent written and oral forward-looking
statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained throughout this annual report.
5
TABLE OF CONTENTS
6
PART I
ITEM 1: IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
For the identity of Directors and Senior Management reference is made to Item 6: Directors, Senior Management and Employees.
Identification of Advisors is not applicable for this Form
20-F.
7
ITEM 2: OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
8
ITEM 3: KEY INFORMATION
Selected Historical Consolidated Financial Data
The following selected financial data as of and for the years ended December 31, 2017, 2016 and 2015 have been derived from our audited
consolidated financial statements, which are included elsewhere in this annual report. The selected financial data as of and for the years ended December 31, 2014 and December 31, 2013 have been derived from our audited consolidated
financial statements not included in this annual report. Our audited consolidated financial statements included in this annual report have been prepared and presented in accordance with IFRS as issued by the International Accounting Standards Board
and have been audited by KPMG Accountants N.V., an independent registered public accounting firm.
You should read the selected financial
data in conjunction with our consolidated financial statements and related notes and Item 5 Operating and Financial Review and Prospects included elsewhere in this annual report. Our historical results do not necessarily indicate
our expected results for any future periods.
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Year ended December 31,
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Year ended December 31,
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2017
(1)
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2017
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2016
(i)
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2015
(i)
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2014
(i)
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2013
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(U.S. $000, except per
share amounts and
number of
shares in
thousands)
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(000, except per share amounts and number of
shares in thousands)
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Income statement data
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Revenue
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588,240
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489,302
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421,788
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386,560
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340,624
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307,111
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Cost of sales
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(228,985
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)
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(190,471
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(162,568
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)
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(151,613
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)
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(139,075
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(124,141
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)
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Gross profit
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359,255
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298,831
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259,220
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234,947
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201,549
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182,970
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Other income
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117
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97
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333
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21,288
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271
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341
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Sales and marketing costs
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(40,232
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(33,465
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)
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(29,941
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)
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(28,217
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(24,551
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(22,818
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General and administrative costs
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(200,996
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(167,190
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(138,557
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(134,391
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(99,518
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(90,134
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Operating income
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118,144
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98,273
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91,055
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93,627
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77,751
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70,359
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Net finance expense
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(53,338
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)
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(44,367
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(36,269
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(29,022
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(27,876
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(57,453
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Profit before taxation
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64,806
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53,906
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54,786
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64,605
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49,875
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12,906
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Income tax expense
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(17,840
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)
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(14,839
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)
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(16,450
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(17,925
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(15,449
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)
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(6,082
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)
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Net income
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46,966
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39,067
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38,336
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46,680
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34,426
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6,824
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Basic earnings per share
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0.66
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0.55
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0.54
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0.67
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0.50
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0.10
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Diluted earnings per share
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0.66
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0.55
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0.54
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0.66
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0.49
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0.10
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Number of shares
(2)
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71,415
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71,415
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70,603
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69,919
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69,317
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68,867
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Weighted average number of shares for Basic earnings per share
(3)
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71,089
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71,089
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70,349
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69,579
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69,048
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68,584
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Weighted average number of shares for Diluted earnings per share
(3)
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71,521
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71,521
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71,213
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70,474
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69,922
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69,345
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Notes
(i)
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Comparative figures for the years ended December 31, 2016, 2015 and 2014 were restated for errors referred to in Item 15 Controls and Procedures. For further information on these errors, see Notes 2 and
29 of our 2017 consolidated financial statements, starting on page
F-1.
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9
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Year ended December 31,
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Year ended December 31,
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2017
(1)
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2017
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2016
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2015
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2014
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2013
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(U.S. $000)
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(000)
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Cash flow statement data
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Net cash flows from/(used in) operating activities
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186,637
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155,246
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139,397
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127,070
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104,418
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72,563
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Net cash flows from/(used in) investing activities
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(403,482
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)
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(335,620
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)
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(251,400
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)
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(187,505
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)
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(219,135
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)
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|
(142,459
|
)
|
Net cash flows from/(used in) financing activities
|
|
|
125,747
|
|
|
|
104,597
|
|
|
|
173,959
|
|
|
|
18,190
|
|
|
|
167,628
|
|
|
|
47,911
|
|
Capital expenditure including
intangibles
(4)
|
|
|
(307,781
|
)
|
|
|
(256,015
|
)
|
|
|
(250,878
|
)
|
|
|
(192,636
|
)
|
|
|
(216,277
|
)
|
|
|
(143,381
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
Year ended December 31,
|
|
|
|
2017
(1)
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
|
(U.S. $000)
|
|
|
(000)
|
|
Balance sheet data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other current assets
|
|
|
216,138
|
|
|
|
179,786
|
|
|
|
147,821
|
|
|
|
141,936
|
|
|
|
122,814
|
|
|
|
97,105
|
|
Cash and cash equivalents
|
|
|
46,265
|
|
|
|
38,484
|
|
|
|
115,893
|
|
|
|
53,686
|
|
|
|
94,637
|
|
|
|
41,612
|
|
Current assets
|
|
|
262,403
|
|
|
|
218,270
|
|
|
|
263,714
|
|
|
|
195,622
|
|
|
|
217,451
|
|
|
|
138,717
|
|
Non-current
assets
|
|
|
1,783,826
|
|
|
|
1,483,801
|
|
|
|
1,218,951
|
|
|
|
1,056,442
|
|
|
|
955,652
|
|
|
|
772,058
|
|
Total assets
|
|
|
2,046,229
|
|
|
|
1,702,071
|
|
|
|
1,482,665
|
|
|
|
1,252,064
|
|
|
|
1,173,103
|
|
|
|
910,775
|
|
Current liabilities
|
|
|
414,609
|
|
|
|
344,875
|
|
|
|
188,575
|
|
|
|
171,835
|
|
|
|
175,697
|
|
|
|
140,125
|
|
Non-current
liabilities
|
|
|
914,234
|
|
|
|
760,468
|
|
|
|
745,321
|
|
|
|
572,812
|
|
|
|
561,261
|
|
|
|
382,748
|
|
Total liabilities
|
|
|
1,328,843
|
|
|
|
1,105,343
|
|
|
|
933,896
|
|
|
|
744,647
|
|
|
|
736,958
|
|
|
|
522,873
|
|
Shareholders equity
|
|
|
717,386
|
|
|
|
596,728
|
|
|
|
548,769
|
|
|
|
507,417
|
|
|
|
436,145
|
|
|
|
387,902
|
|
Total liabilities and shareholders equity
|
|
|
2,046,229
|
|
|
|
1,702,071
|
|
|
|
1,482,665
|
|
|
|
1,252,064
|
|
|
|
1,173,103
|
|
|
|
910,775
|
|
Notes:
(1)
|
The Income statement data, Cash flow statement data and Balance sheet data as of and for the year ended December 31, 2017 have been translated into U.S. dollars for convenience
only based on the noon buying rate in The City of New York for cable transfers of euro as certified for customs purposes by the Federal Reserve Bank of New York as of December 31, 2017, for euros into U.S. dollars at 1.00 = U.S. $1.2022.
See Exchange Rate Information for additional information.
|
(2)
|
Number of shares is in thousands as of the end of the year.
|
(3)
|
Weighted average number of shares for Basic earnings per share and Weighted average number of shares for Diluted earnings per share are in thousands.
|
(4)
|
Capital expenditure including intangible assets represent payments to acquire property, plant and equipment and intangible assets as recorded on our consolidated statement of cash flows as Purchase of property,
plant and equipment and Purchase of intangible assets respectively.
|
10
Exchange Rate Information
We publish our financial statements in euros. The conversion of euros into U.S. dollars in this annual report is solely for the convenience of
readers. The exchange rates of euros into U.S. dollars are based on the noon buying rate in The City of New York for cable transfers of euros as certified for customs purposes by the Federal Reserve Bank of New York. Unless otherwise noted, all
translations from euros to U.S. dollars and from U.S. dollars to euros in this annual report were made at a rate of 1.00 to U.S. $1.2022, the noon buying rate in effect as of December 31, 2017. We make no representation that any euro or
U.S. dollar amounts could have been, or could be, converted into U.S. dollars or euros, as the case may be, at any particular rate, the rates stated below, or at all.
The following table sets out information on exchange rates between the euro and the U.S. dollar for the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
Low
|
|
|
High
|
|
|
|
(U.S. $ per 1.00)
|
|
Month:
|
|
|
|
|
|
|
|
|
September 2017
|
|
|
1.1747
|
|
|
|
1.2041
|
|
October 2017
|
|
|
1.1580
|
|
|
|
1.1847
|
|
November 2017
|
|
|
1.1577
|
|
|
|
1.1936
|
|
December 2017
|
|
|
1.1725
|
|
|
|
1.2022
|
|
January 2018
|
|
|
1.1922
|
|
|
|
1.2488
|
|
February 2018
|
|
|
1.2211
|
|
|
|
1.2482
|
|
March 2018
|
|
|
1.2216
|
|
|
|
1.2440
|
|
April 2018 (through April 20, 2018)
|
|
|
1.2230
|
|
|
|
1.2384
|
|
|
|
|
|
|
|
|
Average for
Period
(1)
|
|
|
|
(U.S. $ per 1.00)
|
|
Year ended December 31,:
|
|
|
|
|
2013
|
|
|
1.3303
|
|
2014
|
|
|
1.3210
|
|
2015
|
|
|
1.1032
|
|
2016
|
|
|
1.1029
|
|
2017
|
|
|
1.1396
|
|
Source:
Federal Reserve Bank of New York
Note:
(1)
|
Annual averages are calculated from
month-end
exchange rates by using the average of the exchange rates on the last day of each month during the year.
|
On April 20, 2018, the noon buying rate was 1.00 to U.S. $1.2282.
11
Risk Factors
In addition to the other information contained in this annual report on Form
20-F,
you should
carefully consider the following risk factors. If any of the possible events described below occurs, our business, financial condition, results of operations or prospects could be adversely affected. The risks and uncertainties below are those known
to us and that we currently believe may materially affect us.
Risks Related to our Business
We cannot easily reduce our operating expenses in the short term, which could have a material adverse effect on our business in the event of a slowdown
in demand for our services or a decrease in revenue for any reason.
Our operating expenses primarily consist of personnel, power
and property costs. Personnel and property costs cannot be easily reduced in the short term. Therefore, we are unlikely to be able to reduce significantly our expenses in response to a slowdown in demand for our services or any decrease in revenue.
The terms of our leases with landlords for facilities that serve as data centers are typically for a minimum period of 10 to 15 years (excluding our extension options) and do not provide us with an early termination right, while our colocation
contracts with customers are initially typically for only three to five years. As of December 31, 2017, 42% of our Monthly recurring revenue was generated by contracts with terms of one year or less remaining. Our personnel costs are fixed due
to our contracts with our employees having set notice periods and local law limitations in relation to the termination of employment contracts. In respect of our power costs, there is a minimum level of power required to keep our data centers
running irrespective of the number of customers using them so our power costs may exceed the amount of revenue derived from power. We could have higher than expected levels of unused capacity in our data centers if, among other things:
|
|
|
our existing customers contracts are not renewed and those customers are not replaced by new customers;
|
|
|
|
internet and telecommunications equipment becomes smaller and more compact in the future;
|
|
|
|
there is an unexpected slowdown in demand for our services; or
|
|
|
|
we are unable to terminate or amend our leases when we have underutilized space at a data center.
|
If we have higher than expected levels of unused space at a data center at any given time, we may be required to operate a data center at a
loss for a period of time. If we have higher than expected levels of unused capacity in our data centers and we are unable to reduce our expenses accordingly, our business, financial condition and results of operations would be materially adversely
affected.
Our inability to utilize the capacity of newly planned or acquired data centers and data center expansions in line with our business plan
would have a material adverse effect on our business, financial condition and results of operations.
Historically, we have made
significant investments in our property, plant and equipment and intangible assets in order to expand our data center footprint and total Equipped space as we have grown our business. In the year ended December 31, 2017 we invested
256.0 million in both property, plant and equipment (247.2 million) and intangible assets (8.8 million, excluding acquisition goodwill). In the year ended December 31, 2016 we invested 250.9 million in
both property, plant and equipment (242.0 million) and intangible assets (8.9 million). Investments in property, plant and equipment includes expansion, upgrade, maintenance and general administrative IT equipment. Investments in
intangible assets include power grid rights and software development.
We expect to continue to invest as we expand our data center
footprint and increase our Equipped space based on demand in our target markets. Our total annual investment in property, plant and equipment includes maintenance and replacement capital expenditures. Although in any one year the amount of
maintenance and other capital expenditures may vary, we expect that such capital expenditures will be between 4% and 6% of total revenue in the long term.
We currently hold title to the AMS3, AMS6, AMS9, BRU1, CPH2, DUB3, FRA8, FRA10, FRA11, MRS1, PAR3, PAR5, and VIE properties, the MAD3 freehold
land and additional properties for future sites. We exercised certain purchase options and agreed to purchase the PAR7 freehold land, on which we own the PAR7 data center and the AMS7 freehold land and properties. The PAR7 land and the AMS7 land and
properties are currently reported as financial leases, and they continue to be reported as such until the acquisitions are completed.
We
also lease space for data centers and typically begin construction before entering into contractual agreements with customers to utilize our data centers under construction. In some cases, we enter into lease agreements for data centers or begin
expansions at our
12
existing data centers without any
pre-existing
customer commitments to use the additional space that will be created. If we open or acquire a new data
center or complete an expansion at an existing data center, we will be required to pay substantial
up-front
and
on-going
costs associated with that data center,
including leasehold improvements, basic overhead costs and rental payments, regardless of whether or not we have any agreements with customers to utilize those data centers.
As a result of our expansion plans, we will incur capital expenditures, and as a result, an increase in other operating expenses, which will
negatively impact our cash flow, and depreciation that together will negatively impact our profitability unless and until these new and expanded data centers generate enough revenue to exceed their operating costs and related capital expenditures.
There can be no guarantee that we will be able to sustain or increase our profitability if our planned expansion is not successful or if
there is not sufficient customer demand in the future to realize expected returns on these investments. Any such development would have a material adverse effect on our business, financial condition and results of operations.
If we are unable to expand our existing data centers or locate and secure suitable sites for additional data centers on commercially acceptable terms,
our ability to grow our business may be limited.
Our ability to meet the growing needs of our existing customers and to attract
new customers depends on our ability to add capacity by expanding existing data centers or by locating and securing suitable sites for additional data centers that meet our specifications, such as proximity to numerous network service providers,
access to a significant supply of electrical power and the ability to sustain heavy floor loading. We have reached high utilization levels at some of our data centers and therefore any increase in these locations would need to be accomplished
through the lease of additional property that satisfies our requirements. Property meeting our specifications may be scarce in our target markets. If we are unable to identify and enter into leases on commercially acceptable terms on a timely basis
for any reason including due to competition from other companies seeking similar sites who may have greater financial resources than us, or if we are unable to expand our space in our current data centers, our rate of growth may be substantially
impaired.
Our capital expenditures, together with
on-going
operating expenses and obligations to
service our debt, will be a drain on our cash flow and may decrease our cash balances. The capital markets in the recent past have been and may again become limited for external financing opportunities. Additional debt or equity financing may not be
available when needed or, if available, may not be available on satisfactory terms. Our inability to obtain needed debt and/or equity financing or to generate sufficient cash from operations may require us to prioritize projects or curtail capital
expenditures which could adversely affect our results of operations.
Failure to renew or maintain real estate leases for our existing data centers
on commercially acceptable terms, or at all, could harm our business.
For the leased properties on which our data centers are
located, we generally enter into leases for initial minimum periods of 10 to 15 years (excluding renewal options). Including renewal options, the lease properties are generally secured for terms of 20 to 25 years. The majority of our leases are
subject to an annual inflation-linked increase in rent and, on renewal (or earlier in some cases), the rent we pay may be reset to the current market rate. There is, therefore, a risk that there will be significant rent increases when the rent is
reviewed.
Our leases in France, Ireland and the United Kingdom do not contain contractual options to renew or extend those leases, and we
have exhausted or may in the future exhaust such options in other leases. With respect to our operating leases in France, certain landlords may terminate our operating leases following the expiration of the original lease period (being 12 years from
the commencement date), and the other leases in France may be terminated by the landlords at the end of each three-year period upon six months prior notice in the event the respective landlord wishes to carry out construction works to the building.
The
non-renewal
of leases for our existing data center locations, or the renewal of such leases on less favorable terms, is a potentially significant risk to our
on-going
operations. We would incur significant costs if we were forced to vacate one of our data centers due to the high costs of relocating our own and our customers equipment, installing the necessary
infrastructure in a new data center and, as required by most of our leases, reinstating the vacated data center to its original state. In addition, if we were forced to vacate a data center, we could lose customers that chose our services based on
location. If we fail to renew any of our leases, or the renewal of any of our leases is on less favorable terms and we fail to increase revenues sufficiently to offset the higher rental costs, this could have a material adverse effect on our
business, financial condition and results of operations.
Our leases may obligate us to make payments beyond our use of the property.
Our leases generally do not give us the right to terminate without penalty. Accordingly, we may incur costs under leases for data center space
that is not or no longer is Revenue generating space. Some of our leases do not give us the right to sublet, and even if we have that right, we may not be able to sublet the space on favorable terms or at all. We have incurred moderate costs in
relation to such onerous lease contracts in recent years.
13
We may experience unforeseen delays and expenses when fitting out and upgrading data centers, and the costs
could be greater than anticipated.
As we attempt to grow our business, substantial management effort and financial resources are
employed by us in fitting out new, and upgrading existing, data centers. In addition, we periodically upgrade and replace certain equipment at our data centers. We may experience unforeseen delays and expenses in connection with a particular client
project or data center
build-out.
In addition, unexpected technological changes could affect customer requirements and we may not have built such requirements into our data centers and may not have budgeted
for the financial resources necessary to build out or redesign the space to meet such new requirements. Furthermore, the redesign of existing space is difficult to implement in practice as it normally requires moving existing customers. Although we
have budgeted for expected
build-out
and equipment expenses, additional expenses in the event of unforeseen delays, cost overruns, unanticipated expenses, regulatory changes, unexpected technological changes
and increases in the price of equipment may negatively affect our business, financial condition and results of operations.
No assurance
can be given that we will complete the
build-out
of new data centers or expansions of existing data centers within the proposed timeframe and cost parameters or at all. Any such failure could have a material
adverse effect on our business, financial condition and results of operations.
We may incur
non-cash
impairment charges to our assets, in particular to our property, plant and equipment, which could result in a reduction to our earnings.
In accordance with IFRS, we periodically monitor the remaining net book values of our investments, intangible assets and our property, plant
and equipment (based on cash generating units) for indications of a material change in balance sheet carrying value, particularly indications of any impairments. It is possible that one or more data centers could begin to under-perform relative to
our expectations due to changes in customer requirements or regulatory changes affecting the efficient operation of our data centers which may then also result in a
non-cash
impairment charge. In addition,
capitalized data center development costs may also be subject to impairment due to events or changes in circumstances, such as changing market conditions or any changes in key assumptions, which result in delaying or terminating a data center
development project giving rise to a
non-cash
impairment charge.
We face significant competition and we may
not be able to compete successfully against current and future competitors.
Our market is highly competitive. Most companies
operate their own data centers and in many cases continue to invest in data center capacity, although there is a trend towards outsourcing. We compete against other carrier and cloud-neutral colocation data center service providers, such as Equinix
and Telehouse. We also compete with other types of data centers, including carrier-operated colocation, wholesale and IT outsourcers and managed services provider data centers. The cost, operational risk and inconvenience involved in relocating a
customers networking and computing equipment to another data center are significant and have the effect of protecting a competitors data center from significant levels of customer churn.
Further, the growth of the European data center market has encouraged new, larger companies to consider entering the market, in particular
those from the United States who are active in this sector. This growth and other factors have also led to increasing alliances and consolidation. For example, as a result of the acquisition of TelecityGroup by Equinix, we may be subject to
increased competition and face a shift in the competitive landscape. In addition, many of these companies may have significantly greater financial, marketing and other resources than we do. Some of our competitors may be willing to, and due to
greater financial resources, may be better able to adopt aggressive pricing policies, including the provision of discounted data center services as an encouragement for customers to utilize their other services. Certain of our competitors may also
provide our target customers with additional benefits, including bundled communications services, and may do so in a manner that is more attractive to potential customers than obtaining space in our data centers.
In addition, corporations that have already invested substantial resources in
in-house
data center
operations may be reluctant to outsource these services to a third-party, or may choose to acquire space within a wholesale providers data center, which would allow them to manage the equipment themselves. If existing customers were to
conclude that they could provide the same service
in-house
at a lower cost, with greater reliability, with increased security or for other reasons, they might move such services
in-house
and we would lose customers and business.
We may also see increased competition for data
center space and customers from wholesale data center providers, such as large
14
real estate companies. Rather than leasing available space to large single tenants, real estate companies, including certain of our landlords, may decide to convert the space instead to smaller
square meter units designed for multitenant colocation use. In addition to the risk of losing customers to wholesale data center providers, this could also reduce the amount of space available to us for expansion in the future. As a result of such
competition, we could suffer from downward pricing pressure and the loss of customers (and potential customers), which would have a material adverse effect on our business, financial condition and results of operations.
Our services may have a long sales cycle that may materially adversely affect our business, financial condition and results of operations.
A customers decision to take space in one of our data centers typically involves a significant commitment of resources by us and by
potential customers, who often require internal approvals. In addition, some customers will be reluctant to commit to locating in our data centers until they are confident that the data center has adequate available carrier connections and network
density. As a result, we may have a long sales cycle lasting anywhere from three months for smaller customers to periods in excess of one year for some of our larger customers. Furthermore, we may expend significant time and resources in pursuing a
particular sale or customer that does not result in revenue.
Global or regional economic downturns or delayed economic recovery in the
regions in which we operate may further impact this long sales cycle by making it extremely difficult for customers to accurately forecast and plan future business activities. This could cause customers to slow spending, or delay decision-making, on
our services, which would delay and lengthen our sales cycle.
Delays due to the length of our sales cycle may have a material adverse
effect on our business, financial condition and results of operations.
Our business is dependent on the adequate supply of electrical power and
could be harmed by prolonged electrical power outages or increases in the cost of power.
The operation of each of our data centers
requires an extremely large amount of power and we are among the largest power consumers in certain cities in which we operate data centers. We cannot be certain that there will be adequate power in all of the locations in which we operate, or
intend to open additional data centers. We attempt to limit exposure to system downtime caused by power outages by using
back-up
generators and uninterrupted power supply systems; however, we may not be able
to limit our exposure entirely even with these protections in place. We also cannot guarantee that the generators will always provide sufficient power or restore power in time to avoid loss of or damage to our customers and our equipment. Any
loss of services or damage to equipment resulting from a temporary loss of or reduction in power at any of our data centers could harm our customers, reduce customers confidence in our services, impair our ability to attract new customers and
retain existing customers, and result in us incurring financial obligations to our customers as they might be eligible for service credits pursuant to their service level agreements with us. Our customers may also seek damages from us.
In addition, we are susceptible to fluctuations in power costs in all of the locations in which we operate. Clients have two options with
respect to power usage. They can either (i) pay in advance for power usage in plugs (typically included in the total cabinet price), which are contractually defined amounts of power per month, for which the customer must pay in
full, regardless of how much power is actually used; or (ii) pay for their actual power usage in arrears on a metered basis. While we are contractually able to recover power cost increases from our customers, some portion of the increased costs
may not be recovered or recovered in a delayed fashion based on commercial reasons and as a result, may have a negative impact on our results of operations.
Although we have not experienced any power outages that have had a material impact on our financial condition in the past, power outages or
increases in the cost of power to us could have a material adverse effect on our business, financial condition and results of operations.
A general
lack of electrical power resources sufficient to meet our customers demands may impair our ability to utilize fully the available space at our existing data centers or our plans to open new data centers.
In each of our markets, we rely on third parties to provide a sufficient amount of power for current and future customers. Power and cooling
requirements are generally growing on a per customer basis. Some of our customers are increasing and may continue to increase their use of high-density electrical power equipment, such as blade servers, which can significantly increase the demand
for power per customer and cooling requirements for our data centers. Future demand for electrical power and cooling may exceed the designed electrical power and cooling infrastructure in our data centers. As the electrical power infrastructure is
typically one of the
15
most important limiting factors in our data centers, our ability to utilize available space fully may be limited. This, as well as any inability to secure sufficient power resources from
third-party providers, could have a negative impact on the effective available capacity of a given data center and limit our ability to grow our business.
The ability to increase the power capacity or power infrastructure of a data center, should we decide to, is dependent on several factors
including, but not limited to, the local utilitys ability and willingness to provide additional power, the length of time required to provide that power and/or whether it is feasible to upgrade the electrical infrastructure and cooling systems
of a data center to deliver additional power to customers.
The availability of sufficient power may also pose a risk to the successful
development of future data centers. In cities where we intend to open new data centers, we may face delays in obtaining sufficient power to operate our data centers. Our ability to secure adequate power sources will depend on several factors,
including whether the local power supply is at or close to its limit, whether new connections for our data center would require the local power company to install a new substation or feeder and whether new connections for our data center would
increase the overall risks of blackouts or power outages in a given geographic area.
If we are unable to utilize fully the physical space
available within our data centers or successfully develop additional data centers or expand existing data centers due to restrictions on available electrical power or cooling, we may be unable to accept new customers or increase the services
provided to existing customers, which may have a material adverse effect on our business, results of operations and financial condition.
A
significant percentage of our Monthly recurring revenue is generated by contracts with terms of one year or less remaining. If those contracts are not renewed, or if their pricing terms are negotiated downwards, our business, financial condition and
results of operations would be materially adversely affected.
The majority of our initial customer contracts are entered into on a
fixed term basis for periods from three to five years, which, unless terminated in advance, are automatically renewed for subsequent
one-year
periods. See Item 4 Information on the
CompanyCustomer Contracts. As of December 31, 2017, 42% of our Monthly recurring revenue was generated by contracts with terms of one year or less remaining. Consequently, a large part of our customer base could either terminate
their contracts with us at relatively short notice, or seek to
re-negotiate
the pricing of such contracts downwards, which, if either were to occur, would have a material adverse effect on our business,
financial condition and results of operations.
Our inability to use all or part of our net deferred tax assets could cause us to pay taxes at an
earlier date and in greater amounts than expected.
As of December 31, 2017, we had 3.1 million of recognized net
deferred tax assets and no unrecognized net deferred tax assets. We cannot assure you that we will generate sufficient profit in the relevant jurisdictions to utilize these deferred tax assets fully or that the tax loss availability will not expire
before we have been able to fully utilize them. In addition, applicable law could change in one or more jurisdictions in which we have deferred tax assets, rendering such assets unusable. Either such event would cause us to pay taxes in greater
amounts than would otherwise occur, which may have a material adverse effect on our results of operations.
Our operating results have fluctuated in
the past and may fluctuate in the future, which may make it difficult to evaluate our business and prospects.
Our operating
results have fluctuated in the past and may continue to fluctuate in the future, due to a variety of factors, which include:
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demand for our services;
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competition from other data center operators;
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the cost and availability of power;
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the introduction of new services by us and/or our competitors;
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data center expansion by us and/or our competitors;
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changes in our pricing policies and those of our competitors;
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a change in our customer retention rates;
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economic conditions affecting the Internet, telecommunications and
e-commerce
industries; and
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changes in general economic conditions.
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Any of the foregoing factors, or other factors discussed elsewhere in this annual report, could
have a material adverse effect on our business, results of operations and financial condition. Although we have experienced growth in revenues during the past three financial years, this growth rate is not necessarily indicative of future operating
results. In addition, a relatively large portion of our expenses cannot be reduced in the short-term, particularly personnel and property costs and part of our power costs, which means that our results of operations are particularly sensitive to
fluctuations in revenues. As such, comparisons to prior reporting periods should not be relied upon as indications of our future performance. In addition, our operating results in one or more future periods may fail to meet the expectations of
securities analysts or investors. If this happens, the market price of our ordinary shares may decline significantly.
We are dependent on
third-party suppliers for equipment, technology and other services.
We contract with third parties for the supply of equipment
(including generators, UPS systems and cabinet equipment) on which we are dependent to operate our business. Poor performance by, or any inability of, our suppliers to provide necessary equipment, products, services and maintenance could have a
negative effect on our reputation and harm our business.
We depend on the
on-going
service of our personnel
and senior management team and may not be able to attract, train and retain a sufficient number of qualified personnel to maintain and grow our business.
Our success depends upon our ability to attract, retain and motivate highly-skilled employees, including the data center personnel who are
integral to the establishment and running of our data centers, as well as sales and marketing personnel who play a large role in attracting and retaining customers. Due to several factors, including the rapid growth of the Internet, there is
aggressive competition for experienced data center employees. We compete intensely with other companies to recruit and hire from this limited pool. In addition, the training of new employees requires a large amount of our time and resources. If we
cannot attract, train and retain qualified personnel, we may be unable to expand our business in line with our strategy, compete for new customers or retain existing customers, which could cause our business, financial condition and results of
operations to suffer.
Our future performance also depends to a significant degree upon the continued contributions of our senior
management team. The loss of any member of our senior management team could significantly harm us. To the extent that the services of members of our senior management team would be unavailable to us for any reason, we would be required to hire other
personnel to manage and operate our Company. There can be no assurance that we would be able to locate or employ such personnel on acceptable terms or on a timely basis.
Our failure to maintain competitive compensation packages, including equity incentives, may be disruptive to our business. If one or more of
our key personnel resigns from our Company to join or form a competitor, the loss of such personnel and any resulting loss of existing or potential customers to any such competitor could harm our business, financial condition and results of
operations. In addition, we may be unable to prevent the unauthorized disclosure or use of our technical knowledge, practices or procedures by departed personnel.
Disruptions to our physical infrastructure could lead to significant costs, reduce our revenues and harm our business reputation and financial results.
Our business depends on providing customers with highly reliable and secure services. A number of factors may disrupt our ability
to provide services to our customers, including:
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physical or electronic security breaches;
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interruptions to the fiber network;
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hardware and software defects;
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fire, earthquake, flood and other natural disasters;
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improper maintenance by our landlords; and
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sabotage and vandalism.
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The occurrence of any of the foregoing could have a material adverse
effect on our business, results of operations and financial condition. Disruptions at one or more of our data centers, whether or not within our control, could result in service interruptions or significant equipment damage, leading to significant
costs and revenue reductions. See Risks Related to our IndustryTerrorist activity throughout the world and military action to counter terrorism could adversely impact our business.
Our insurance may not be adequate to cover all losses.
The insurance we maintain covers material damage to property, business interruption and third-party liability. This insurance contains
limitations on the total coverage for damage due to catastrophic events, such as flooding or terrorism. In addition, there is an overall cap on our general insurance coverage per data center in any one year. There is, therefore, a risk that if one
or more data centers were damaged, the total amount of the loss would not be recoverable by us.
Also, our insurance policies include
customary exclusions, deductibles and other conditions that could limit our ability to recover losses. In addition, some of our policies are subject to limitations involving
co-payments
and policy limits that
may not be sufficient to cover losses. If we experience a loss that is uninsured or that exceeds policy limits, or if customers consider that there is a significant risk that such an event will occur, this may negatively affect our reputation,
business, financial condition and results of operations.
Our failure to meet the performance standards under our service level agreements may
subject us to liability to our customers, which could have a material adverse effect on our reputation, business, financial condition or results of operations.
We have service level agreements with substantially all of our customers in which we provide various guarantees regarding our level of service.
Our inability to provide services consistent with these guarantees may lead to large losses for our customers, who consequently may be entitled to service credits for their accounts or to terminate their relationship with us. We have issued service
credits to customers in the past due to our failure to meet service level commitments and we may do so in the future. We cannot be sure that our customers will accept these service credits as compensation in the future. Our failure or inability to
meet a customers expectations or any deficiency in the services we provide to customers could result in a claim against us for substantial damages. Provisions contained in our agreements with customers attempting to limit damages, including
provisions to limit liability for damages, may not be enforceable in all instances or may otherwise fail to protect us for liability damages.
We
could be subject to costs, as well as claims, litigation or other potential liability, in connection with risks associated with the security of our data centers and our information technology systems. We may also be subject to information technology
systems failures, network disruptions and breaches of data security, which could have an adverse effect on our reputation and material adverse impact on our business.
One of our key service offerings is our high level of physical premises security. Many of our customers entrust their key strategic IT services
and applications to us due, in part, to the level of security we offer. If anyone is able to breach our security, they could physically damage our and our customers equipment and/or misappropriate either our proprietary information or the
information of our customers or cause interruptions or malfunctions in our operations.
There can be no assurance that the security of any
of our data centers will not be breached or the equipment and information of our customers put at risk. Any security breach could have a serious effect on our reputation and could prevent new customers from choosing our services and lead to
customers terminating their contracts early and seeking to recover losses suffered, which could have a material adverse effect on our business, financial condition and results of operations. We may incur significant additional costs to protect
against physical premises security breaches or to alleviate problems caused by such breaches.
In addition, we can provide no assurance
that our IT systems are fully protected against third-party intrusions, viruses, hacker attacks, information or data theft or other similar threats. The risk of a security breach or disruption, particularly through cyber-attack or cyber intrusion,
including by computer hackers, foreign governments and cyber terrorists, has risen as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. For example, in December 2015, we became aware
that we suffered a breach in our IT security. This resulted in a temporary and localized compromise of the credentials to our customer relationship management system (CRM) which allowed unauthorized access to some customer and
prospective customer contact details. No financial, personal or other sensitive customer data was accessed, or is stored within this system. This incident only affected our CRM system and did not impact or involve any of the data centers or services
that we provide. Upon learning of this
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incident, we collaborated with our CRM supplier and have worked closely with our security team to ensure that all CRM information is secure. However, any third-party intrusions, viruses, hacker
attacks, information or data theft or similar threats against us and our IT systems may have a material adverse effect on our business, financial condition and results of operations.
We face risks relating to foreign currency exchange rate fluctuations.
Our reporting currency for purposes of our financial statements is the euro. We also, however, earn revenues and incur operating costs in
non-euro
denominated currencies, such as British pounds, Swiss francs, Danish kroner, Swedish kronor and US dollars. We recognize foreign currency gains or losses arising from our operations in the period incurred.
As a result, currency fluctuations between the euro and the
non-euro
currencies in which we do business will cause us to incur foreign currency translation gains and losses. We cannot predict the effects of
exchange rate fluctuations upon our future operating results because of the number of currencies involved, the variability of currency exposure and the potential volatility of currency exchange rates. We do not currently engage in foreign exchange
hedging transactions to manage the risk of our foreign currency exposure.
The lingering effects of the European debt crisis or any future slowdown
in global economies may have an impact on our business and financial condition in ways that we cannot currently predict.
Any
delays in the recovery of the global financial markets from the European debt crisis or future global or regional economic instability could have an adverse effect on our business and our financial condition. If the
on-going
recovery stalls or if market conditions weaken or become more unstable, some of our customers may have difficulty paying us and we may experience increased churn in our customer base. Our sales cycle
could also lengthen as customers slow spending, or delay decision-making, on our services, which could adversely affect our revenue growth. Finally, we could also experience pricing pressure as a result of economic conditions if our competitors
lower prices and attempt to lure away our customers.
Additionally, our ability to access the capital markets may be severely restricted
at a time when we would like, or need, to do so, which could have an impact on our ability to pursue additional expansion opportunities and maintain our desired level of revenue growth in the future.
Political uncertainty may impact economic conditions which could adversely affect our liquidity and financial condition.
General economic conditions and the cost and availability of capital may be adversely affected in some or all of the metropolitan areas in
which we provide our services. Political uncertainty in the U.S. and in Europe may adversely affect our ability, and the ability of our customers, to replace or renew maturing liabilities on a timely basis, access capital markets to meet liquidity
and capital expenditure requirements and may result in adverse effects on our business, financial condition and results of operations.
In
addition, we cannot assure you that long-term disruptions in the global economy and tighter credit conditions among, and potential failures or nationalizations of, third-party financial institutions as a result of such disruptions will not have an
adverse effect on our lenders and our financial condition and results of operations. If the global economy and financial markets deteriorate or continue to face uncertainty, our business, results of operation, cash flows and financial condition
could be adversely affected.
If we do not have sufficient cash flow to continue or expand our operations and are unable to borrow
additional funds, access our existing lines of credit or raise equity or debt capital, we may need to curtail our development activity and/or to find alternative ways to increase our liquidity. Such alternatives may include, without limitation,
disposing of one or more of our properties possibly on disadvantageous terms or entering into or renewing leases on less favorable terms than we otherwise would.
The United Kingdom invoking the process to withdraw from the European Union could have a negative effect on global economic conditions, financial
markets and our business, which could adversely affect our results of operations.
We operate data centers across a number of
markets in the European Union, including the United Kingdom. On March 29, 2017, the British Prime Minister delivered a notice to the European Council pursuant to Article 50 of the Treaty of the European Union to initiate the formal process of
withdrawal from the European Union. The Article 50 notice started a
two-year
period for the United Kingdom to negotiate the terms of its exit from the European Union, although this period can be extended with
the unanimous agreement of the European Council. The United Kingdom and the European Union are currently engaged in negotiations to structure their post-Brexit relationship, but significant uncertainty remains about the future relationship between
the United Kingdom and the European Union.
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This development has had, and may continue to have, a material adverse effect on global economic
conditions and the stability of global financial markets, and could significantly reduce global market liquidity and restrict the ability of key market participants to operate in certain financial markets. Asset valuations, currency exchange rates,
and credit ratings may be especially subject to increased market volatility. Lack of clarity about future laws and regulations as the United Kingdom determines which European Union laws to replace or replicate upon withdrawal could depress economic
activity and restrict our access to capital in the United Kingdom. If the United Kingdom and the European Union are unable to negotiate acceptable withdrawal terms, barrier-free access between the United Kingdom and other European Union member
states could be diminished or eliminated. This may impact our ability to freely move staff and equipment, and it may impact the cost associated with cross-border business, for example, by the
re-introduction
of import duties. Any of these factors could have a material adverse effect on our business, financial condition, and results of operations.
Acquisitions, business combinations and other transactions present many risks, and we may not realize the financial or strategic goals that were
contemplated at the time of any transaction and such transactions may alter our financial or strategic goals.
We have evaluated,
and expect to continue to evaluate, potential strategic combinations and acquisitions and other transactions. We may enter into transactions like these at any time, or discussions concerning such transactions, which may include combinations with
other companies or businesses, acquisitions of us by third parties, including potential strategic and financial acquirers, and acquisitions by us of businesses, products, services or technologies that we believe to be complementary. These potential
transactions expose us to several potential risks, including:
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the possible disruption of our
on-going
business and diversion of managements attention by acquisition, transition and integration activities and/or entering into
discussions that do not result in a transaction;
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our potential inability to successfully pursue or realize some or all of the anticipated revenue opportunities associated with an acquisition or investment;
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the possibility that we may not be able to successfully integrate acquired businesses, or businesses in which we invest, or achieve anticipated operating efficiencies or cost savings;
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the possibility that announced acquisitions or business combinations may not be completed, due to failure to satisfy the conditions to closing or for other reasons;
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the dilution of our existing stockholders as a result of any such transaction that involves the issuance of stock;
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the possibility of customer dissatisfaction if we are unable to achieve levels of quality and stability on par with past practices or with respect to any business combination with a new party;
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the possibility that additional capital expenditures may be required or that transaction expenses associated with acquisitions may be higher than anticipated;
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the possibility that required financing to fund the requirements of a transaction may not be available on acceptable terms or at all;
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the possibility that governmental approvals under antitrust and competition laws required to complete a transaction may not be obtained on a timely basis or at all, which could, among other things, delay or prevent the
completion of a transaction, or limit the ability to realize the expected financial or strategic benefits of a transaction or have other adverse effects on our current business and operations;
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the possibility of loss or reduction in value of acquired businesses;
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the possibility that carriers may find it cost-prohibitive or impractical to bring fiber and networks into a new data center;
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the possibility of litigation or other claims in connection with or as a result of a transaction including claims from terminated employees, customers, former or current stockholders or other third parties;
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the possibility of
pre-existing
undisclosed liabilities, including but not limited to lease or landlord related liability, environmental or asbestos liability, for which insurance
coverage may be insufficient or unavailable; and
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the possibility there will not be sufficient customer demand to realize expected returns on these transactions.
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We may pay for future acquisitions by using our existing cash resources (which may limit other
potential uses of our cash), incurring additional debt (which may increase our interest expense, leverage and debt service requirements) and/or issuing shares (which may dilute our existing stockholders and have a negative effect on our earnings per
share). The occurrence of any of these risks could have a material adverse effect on our business, results of operations, financial condition or cash flows.
We focus on the development of communities of interest within customer segments and the attraction of magnetic customers. Our failure to attract, grow
and retain these communities of interest could harm our business and operating results.
Our ability to maximize revenue growth
depends on our ability to develop and grow communities of interest within our target customer segments such as Connectivity Providers, Platform Providers and Enterprises. Within each community, there are certain customers, which we consider to be
magnetic customers as we believe they make it attractive to other customers to be in our data centers. Our ability to attract magnetic customers to our data centers will depend on a variety of factors, including the presence of multiple carriers,
the mix of our offerings, the overall mix of customers, the presence of other magnetic customers, the data centers operating reliability and security and our ability to effectively market our offerings. We may not be able to attract magnetic
customers and therefore may be unsuccessful in the development of our communities of interest. This may hinder the development, growth and retention of customer communities of interest and adversely affect our business, financial condition and
results of operations.
Consolidation may have a negative impact on our business model.
If customers combine businesses, they may require less colocation space, which could lead to churn in our customer base. Competitors in some of
our markets may also consolidate, which can make it more difficult for us to compete. Consolidation of our customers and/or our competitors may present a risk to our business model and have a negative impact on our revenues.
Our operations are highly dependent on the proper functioning of our information technology systems. We routinely upgrade our information technology
systems. The failure or unavailability of such systems during or after an upgrade process could result in the loss of existing or potential customers and harm our reputation, business and operating results.
We rely heavily on our information technology and back office systems to conduct our business, including for purposes of providing customer fee
quotes and maintaining accurate customer service and billings records. Difficulties with our systems may interrupt our ability to accept and deliver customer orders and impact our overall financial operations, including our accounts payable,
accounts receivables, general ledger, close processes, internal financial controls, and our ability to otherwise run and track our business. We may need to expend significant attention, time and resources to correct problems or find alternative
sources for performing these functions. As a result of any significant investments in
on-going
upgrades or any future upgrades or modifications, we may be unable to devote adequate financial and other
resources to remedy any such delay or technical difficulty in an efficient manner.
Any disruption to our information technology and back
office systems, whether caused by upgrade projects or otherwise, may adversely affect our business and operating results.
Substantial indebtedness
could adversely affect our financial condition and our ability to operate our business, and we may not be able to generate sufficient cash flows to meet our debt service obligations.
We have a significant amount of debt and may incur additional debt to support our growth. As of December 31, 2017, our total indebtedness
was approximately 832.8 million, our stockholders equity was 596.7 million, and our cash and cash equivalents totaled 38.5 million. Our substantial amount of debt could have important consequences. For example,
it could:
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make it more difficult for us to satisfy our debt obligations;
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restrict us from making strategic acquisitions;
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limit our flexibility in planning for, or reacting to, changes in our business and future business opportunities, thereby placing us at a competitive disadvantage if our competitors are not as highly leveraged;
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increase our vulnerability to general adverse economic and industry conditions; or
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require us to dedicate a substantial portion of our cash flow from operations to make interest and principal payments on our debt, reducing the availability of our cash flow to fund future capital expenditures, working
capital, execution of our expansion strategy and other general corporate requirements;
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limit our ability to borrow additional funds, even when necessary to maintain adequate liquidity, which would also limit our ability to further expand our business; and
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make us more vulnerable to increases in interest rates because of the variable interest rates on some of our borrowings to the extent we have not entirely hedged such variable rate debt.
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The occurrence of any of the foregoing factors could have a material adverse effect on our business, results of operations and financial
condition.
We require a significant amount of cash to service our debt, which may limit available cash to fund working capital and capital
expenditures. Our ability to generate sufficient cash depends on many factors beyond our control.
Our ability to make payments on
and to refinance our debt, and to fund working capital and capital expenditures, will depend on our future operating performance and ability to generate sufficient cash. This depends, to some extent, on general economic, financial, competitive,
market, legislative, regulatory and other factors, many of which are beyond our control, as well as the other factors discussed in these Risk Factors.
We cannot assure you that our business will generate sufficient cash flows from operations or that future debt and equity financing will be
available to us in an amount sufficient to enable us to pay our debts when due, including our outstanding Senior Secured Notes and borrowings under our Revolving Facilities or to fund our other liquidity needs. See Item 5 Operating and
Financial Review and Prospects.
If our future cash flows from operations and other capital resources (including current and future
borrowings under our Revolving Facilities) are insufficient to pay our obligations as they mature or to fund our liquidity needs, we may be forced to:
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reduce or delay our business activities and capital expenditures;
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obtain additional debt or equity capital; or
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restructure or refinance all or a portion of our debt, including the Senior Secured Notes, on or before maturity.
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We cannot assure you that we would be able to accomplish any of these alternatives on a timely basis or on satisfactory terms, if at all. In
addition, the terms or our debt, including the Revolving Facilities and the Senior Secured Notes, limit, and any future debt may limit, our ability to pursue any of these alternatives.
We may need to refinance our outstanding debt.
We may need to refinance a portion of our outstanding debt as it matures, such as mortgages with quarterly repayment schedules and the Senior
Secured Notes. Furthermore, if prevailing interest rates or other factors at the time of refinancing result in higher interest rates upon refinancing, then the interest expense relating to that refinanced indebtedness would increase. These risks
could materially adversely affect our financial condition, cash flows and results of operations.
If we increase our indebtedness by
borrowing under the Revolving Facilities or incur other new indebtedness, the risks described above would increase.
We are subject to significant
restrictive debt covenants, which limit our operating flexibility.
Our Revolving Facilities and the Indenture (as defined below)
governing the Senior Secured Notes contain covenants which impose significant restrictions on the way we and our subsidiaries operate, including but not limited to (as applicable), restrictions on the ability to:
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incur debt and/or guarantees;
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enter into transactions other than on
arms-length
basis;
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pay dividends or make certain distributions or payments;
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engage, in relation to the Company, in any business activity or own assets or incur liabilities not authorized by the agreements governing the Revolving Facilities;
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sell certain kinds of assets;
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impair any security interest on the assets serving as collateral for the Senior Secured Notes;
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enter into any sale and leaseback transactions;
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make certain investments or other types of restricted payments;
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substantially change the nature of the Companys or the Groups business;
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designate unrestricted subsidiaries; and
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effect mergers, consolidations or sale of assets.
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These covenants could limit our ability to
finance our future operations and capital needs and our ability to pursue acquisitions and other business activities that may be in our interest.
Our 2017 Senior Secured Revolving Facility Agreement and 2013 Super Senior Revolving Facility Agreement each requires us to maintain a
specified financial ratio. The restrictive covenants are subject to customary exceptions including, in relation to the incurrence of subordinated debt, a consolidated fixed charge ratio (calculated as a ratio of Adjusted EBITDA to consolidated
interest expense) to exceed 2.00 to 1.00 on a pro forma basis for the four full fiscal quarters (taken as one period) for which financial statements are available immediately preceding the incurrence of such debt and, if such debt is senior debt, a
consolidated senior leverage ratio (calculated as a ratio of outstanding senior debt of the Company and its restricted subsidiaries (on a consolidated basis) to pro forma Adjusted EBITDA) to be less than 4.00 to 1.00 on a pro forma basis for the
four full fiscal quarters (taken as one period) for which financial statements are available immediately preceding the incurrence of such debt.
The 2017 Senior Secured Revolving Facility Agreement and 2013 Super Senior Revolving Facility Agreement also each include a leverage ratio
financial covenant (tested on a quarterly basis), which requires total net debt (calculated as a ratio to pro forma Adjusted EBITDA) not to exceed 4.75 to 1.00 and, in relation to the 2013 Super Senior Revolving Facility and the 2017 Senior Secured
Revolving Facility only, stepping down to 4.00 to 1.00 for each applicable test date after (but not including) June 30, 2018. In addition, the Company must ensure, under the 2017 Senior Secured Revolving Facility Agreement and 2013 Super Senior
Revolving Facility Agreement , that the guarantors represent a certain percentage of Adjusted EBITDA of the Group as a whole and a certain percentage of the consolidated net assets of the Group as a whole.
Our ability to meet these covenants may be affected by events beyond our control and, as a result, we cannot assure you that we will be able
to meet the covenants. In the event of a continuing default under the 2017 Senior Secured Revolving Facility Agreement and 2013 Super Senior Revolving Facility Agreement, the lenders could terminate their commitments and declare all amounts owed to
them to be due and payable. Borrowings under other debt instruments that contain cross acceleration or cross default provisions, including the Senior Secured Notes, may as a result also be accelerated and become due and payable. We may be unable to
pay these debts in such circumstances or to the extent we pay such debts, we may not have sufficient cash to fund our working capital expenditure needs.
Risks Related to our Industry
The European data
center industry has suffered from over-capacity in the past, and a substantial increase in the supply of new data center capacity and/or a general decrease in demand for data center services could have an adverse impact on industry pricing and
profit margins.
The European data center industry has previously suffered from overcapacity. For example, certain Internet-based
customers have previously contracted to use more space than necessary to meet their needs and in the periods following adverse market conditions, the number of Internet-related business failures increased significantly, resulting in high levels of
customer churn due to the termination or
non-renewal
of contracts.
A substantial increase in the
supply of new data center capacity in the European data center market and/or a general decrease in demand, or in the rate of increase in demand, for data center services could have an adverse impact on industry pricing and profit margins. If there
is insufficient customer demand for data center services, our business, financial condition and operating results would be adversely affected.
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If we do not keep pace with technological changes, evolving industry standards and customer requirements,
our competitive position will suffer.
The Internet and telecommunications industries are characterized by rapidly changing
technology, evolving industry standards and changing customer needs. Accordingly, our future success will depend, in part, on our ability to meet the challenge of these changes. Among the most important challenges that we may face are the need to:
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continue to develop our strategic and technical expertise;
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influence and respond to emerging industry standards and other technological changes;
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enhance our current services; and
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develop new services that meet changing customer needs.
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All of these challenges must be met
in a timely and cost-effective manner. Some of our competitors may have greater financial resources, which would allow them to react better or more quickly to changes than we may be able to. We may not effectively meet these challenges as rapidly as
our competitors or at all and our failure to do so could harm our business.
Terrorist activity throughout the world and military action to counter
terrorism could adversely impact our business.
Due to the high volume of important data that passes through data centers, there is
a real risk that terrorists seeking to damage financial and technological infrastructure view data centers generally, and those in concentrated areas specifically, as potential targets. These factors may increase our costs due to the need to provide
enhanced security, which would have a material adverse effect on our business, financial condition and results of operations if we are unable to pass such costs on to our customers. These circumstances may also adversely affect the ability of
companies, including us, to raise capital. We may not have adequate property and liability insurance to cover terrorist attacks.
In
addition, we depend heavily on the physical infrastructure (particularly as it relates to power) that exists in the markets in which we operate. Any damage to such infrastructure, particularly in the major European markets such as Amsterdam,
Frankfurt, London and Paris, where we derive a substantial amount of our revenue and which are likely to be more prone to terrorist activities, may materially and adversely affect our business.
Our carrier neutral business model depends on the presence of numerous telecommunications carrier networks in our data centers.
The presence of diverse telecommunications carriers fiber networks in our data centers is critical to our ability to retain and attract
new customers. We are not a telecommunications carrier and as such we rely on third parties to provide our
non-carrier
customers with carrier services. We cannot assure you that the carriers operating within
our data centers will not cease to do so. For example, as a result of strategic decisions or consolidations, some carriers may decide to downsize or terminate connectivity within our data centers, which could have an adverse effect on our business,
financial condition and results of operations.
We may be subject to reputational damage and legal action in connection with the information
disseminated by our customers.
We may face potential direct and indirect liability for claims of defamation, negligence,
copyright, patent or trademark infringement and other claims, as well as reputational damage, based on the nature and content of the materials disseminated from our data centers, including on the grounds of allegations of the illegality of certain
activities carried out by customers through their equipment located in our data centers. For example, lawsuits may be brought against us claiming that content distributed by our customers may be regulated or banned. Our general liability insurance
may not cover any such claim or may not be adequate to protect us against all liability that may be imposed. In addition, on a limited number of occasions in the past, businesses, organizations and individuals have sent unsolicited commercial emails
(spam), which may be viewed as offensive by recipients, from servers hosted at our data centers to a number of people, typically to advertise products or services. We have in the past received, and may in the future receive, letters from
recipients of information transmitted by our customers objecting to spam. Although our contracts with our customers prohibit them from spamming, there can be no assurance that customers will not engage in this practice, which could subject us to
claims for damages, damage our reputation and have a material adverse effect on our business.
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Risks Related to Regulation
Laws and government regulations governing Internet-related services, related communication services and information technology and electronic commerce,
across the European countries in which we operate, continue to evolve and, depending on the evolution of such regulations, may adversely affect our business.
Laws and governmental regulations governing Internet-related services, related communications services and information technology and
electronic commerce continue to evolve. This is true across the various European countries in which we operate. In particular, the laws regarding privacy and those regarding gambling and other activities that certain countries deem illegal are
continuing to evolve.
Changes in laws or regulations (or the interpretation of such laws or regulations) or national or EU policy
affecting our activities and/or those of our customers and competitors, including regulation of prices and interconnection arrangements, regulation of access arrangements to types of infrastructure, regulation of privacy requirements through the
protection of personal data and regulation of activity considered illegal through rules affecting data center and managed service providers could materially adversely affect our results by decreasing revenue, increasing costs or impairing our
ability to offer services.
We and the industry in which we operate are subject to environmental and health and safety laws and regulations and may
be subject to more stringent efficiency, environmental and health and safety laws and regulations in the future, including with respect to energy consumption and greenhouse gas emissions.
We are subject to various environmental and health and safety laws and regulations, including those relating to the generation, storage,
handling and disposal of hazardous substances and technological equipment, the maintenance of warehouse facilities and the generation and use of electricity. Certain of these laws and regulations are capable of imposing liability for the entire cost
of the investigation and remediation of contaminated sites or buildings containing hazardous materials such as asbestos, without regard to fault or the lawfulness of the activity causing the contamination, on current and former owners and occupiers
of real property and persons who have disposed of or released hazardous substances at any location. Compliance with these laws and regulations could impose substantial
on-going
compliance costs and operating
restrictions on us.
Hazardous substances or regulated materials of which we are not aware may be present at data centers leased and
operated by us. If any such contaminants are discovered at our data centers, we may be responsible under applicable laws, regulations or leases for any required removal or
clean-up
or other action at
substantial cost.
Our facilities contain tanks and other containers for the storage of diesel fuel and significant quantities of lead
acid batteries to provide
back-up
power. We cannot guarantee that our environmental compliance program will be able to prevent leaks or spills in these or other technical installations.
In addition, due to our high levels of energy consumption, we may incur substantial costs purchasing allowances under the CRC Energy
Efficiency Scheme and/or in connection with upgrading our data centers to improve the energy efficiency of our operations. This could have an adverse effect on our business, financial condition and results of operations.
Non-compliance
with, or liabilities under, existing or future environmental or health and safety laws
and regulations, including failure to hold requisite permits, or the adoption of more stringent requirements in the future, could result in fines, penalties, third-party claims and other costs that could have a material adverse effect on us.
Our data centers may also be adversely affected by any future application of additional regulation relating to energy usage, for example,
seeking to reduce the power consumption of companies and fees or levies related thereto.
Changes in Dutch or foreign tax laws and regulations, or
interpretations thereof may adversely affect our financial position.
We are a Dutch company with European subsidiaries and are
subject to income tax in The Netherlands and foreign income tax in the countries we conduct operations, including The Netherlands, France, Germany and the UK. Significant judgment is required in determining our worldwide tax liabilities and
obligations. Although we believe that we have adequately assessed and accounted for our potential tax liabilities, and that our tax estimates including our transfer pricing estimates are reasonable, there can be no certainty that additional taxes
will not be due upon an audit of our tax returns or as a result of changes to applicable tax laws and interpretations thereof. In addition, several of the governments in which we conduct operations, including The Netherlands, France, Germany and the
UK, are actively considering changes to their respective taxation regimes, which may impact the recognition and taxation of worldwide income. The nature and timing of any amendments to tax laws of the jurisdictions in which we operate and the impact
on our future tax liabilities cannot be predicted with any certainty, however any such amendments or changes could materially and adversely impact our results of operations and financial position including cash flows.
25
Laws and government regulations governing the licenses or permits we need across the European countries in
which we operate may change, which can adversely affect our business.
We operate data centers and other facilities in 11 countries
and as a result of our international operations, we are subject to risks related to the differing legal, political, social and regulatory requirements and economic conditions of many jurisdictions. General economic, political, or social conditions
in the countries in which we operate could have an adverse effect on our revenues from operations in those countries. In addition, we may be unable to obtain, renew or retain licenses or permits for our operations, data centers and other facilities
for legal, environmental or regulatory reasons. For example, on October 15, 2015, a French administrative court ruled that local authorities failed to perform a sufficiently extensive study of the potential noise impact that operating the PAR7
data center could have on local residents and annulled the permit we had previously received on December 13, 2013. We appealed this ruling and submitted an application for a new permit. We obtained a new permit for our PAR7 data center from the
Seine-St-Denis
authorities in October 2016. Our inability to obtain, renew or retain licenses or permits for our operations, data centers and other facilities may
adversely affect our business, results of operations, financial conditions or cash flows.
Risks Related to Our Ordinary Shares
The market price for our ordinary shares may continue to be volatile.
From January 1, 2017, to December 31, 2017, the closing sale price of our common stock on the New York Stock Exchange (the
NYSE) ranged from $34.63 to $59.10 per share. The market price for our shares is likely to be volatile and subject to wide fluctuations in response to factors including, but not limited to, the following:
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announcements of new products and services by us or our competitors;
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technological breakthroughs in the data center, networking or computing industries;
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news regarding any gain or loss of customers by us;
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news regarding recruitment or loss of key personnel by us or our competitors;
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announcements of competitive developments, acquisitions or strategic alliances in our industry;
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changes in the general condition of the global economy and financial markets;
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general market conditions or other developments affecting us or our industry;
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the operating and stock price performance of other companies, other industries and other events or factors beyond our control;
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cost and availability of power and cooling capacity;
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cost and availability of additional space inventory either through lease or acquisition in our target markets;
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regulatory developments in our target markets affecting us, our customers or our competitors;
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changes in demand for interconnection and colocation products and services in general or at our facilities in particular;
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actual or anticipated fluctuations in our quarterly results of operations;
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changes in financial projections or estimates about our financial or operational performance by securities research analysts;
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changes in the economic performance or market valuations of other data center companies;
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release or expiry of
lock-up
or other transfer restrictions on our outstanding ordinary shares; and
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sales or perceived sales of additional ordinary shares.
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In addition, the securities market
has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also have a material adverse effect on the market price of our
ordinary shares.
26
A substantial portion of our total outstanding ordinary shares may be sold into the market at any time.
Such future sales or issuances, or perceived future sales or issuances, could adversely affect the price of our shares.
If our
existing shareholders sell, or are perceived as intending to sell, substantial amounts of our ordinary shares, including those issued upon the exercise of our outstanding share options, the market price of our ordinary shares could be adversely
impacted. Such sales, or perceived potential sales, by our existing shareholders might make it more difficult for us to issue new equity or equity-related securities in the future at a time and price we deem appropriate. The ordinary shares offered
in our initial public offering were eligible for immediate resale in the public market without restrictions. Shares previously held by our existing shareholders may also be sold in the public market in the future if registered under the Securities
Act of 1933, as amended (the Securities Act), or if such shares qualify for an exemption from registration, including by reason of Rules 144 or 701 under the Securities Act. Additionally, we intend to register all of our ordinary shares
that we may issue under our employee stock ownership plans. Once we register those shares, they can be freely sold in the public market upon issuance, unless pursuant to their terms these stock awards have transfer restrictions attached to them.
You may not be able to exercise
pre-emptive
rights.
Prior to December 29, 2016, and pursuant to our articles of association, our Board of Directors (as defined herein), for a period of 18
months that lasted until December 29, 2016, had the power to (a) limit or exclude
pre-emptive
rights in respect of any issue and/or (b) grant rights to subscribe for ordinary shares. As of
June 30, 2017, our Board of Directors, for a period of 18 months, from June 30, 2017 onwards, has the power to grant rights to subscribe for up to 2,871,542 ordinary shares for the purpose of our employee incentive schemes and to the
extent any such shares are granted, they will not include
pre-emptive
rights for the benefit of shareholders. As a result, we may issue additional shares under this program while excluding any
pre-emptive
rights. If we issue additional shares without
pre-emptive
rights, your ownership interests in our Company would be diluted and this in turn could have a material
adverse effect on the price of our shares.
We may need additional capital and may sell additional ordinary shares or other equity securities or
incur indebtedness, which could result in additional dilution to our shareholders or increase our debt service obligations.
We
believe that our current cash and anticipated cash flow from operations will be sufficient to meet our anticipated cash needs for the foreseeable future. We may, however, require additional cash resources due to changed business conditions or other
future developments, including any investments or acquisitions we may decide to pursue. If these resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or utilize our existing or obtain
a new credit facility. The sale of additional equity securities could result in additional dilution to our shareholders. The incurrence of indebtedness would limit our ability to pay dividends or require us to seek consents for the payment of
dividends, increase our vulnerability to general adverse economic and industry conditions, limit our ability to pursue our business strategies, require us to dedicate a substantial portion of our cash flow from operations to service our debt,
thereby reducing the availability of our cash flow to fund capital expenditure, working capital requirements and other general corporate needs, and limit our flexibility in planning for, or reacting to, changes in our business and our industry. We
cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.
We have never paid, do not currently intend
to pay and may not be able to pay any dividends on our ordinary shares.
We have never declared or paid any dividends on our
ordinary shares and currently do not plan to declare dividends on our ordinary shares in the foreseeable future. If we were to choose to declare dividends in the future, the payment of cash dividends on our shares is restricted under the terms of
the agreements governing our indebtedness and the Implementation Agreement. In addition, because we are a holding company, our ability to pay cash dividends on our ordinary shares may be limited by restrictions on our ability to obtain sufficient
funds through dividends from subsidiaries, including restrictions under the terms of the agreements governing our and our subsidiaries indebtedness. In that regard, our wholly-owned subsidiaries are limited in their ability to pay dividends or
otherwise make distributions to us. Under Dutch law, we may only pay dividends out of profits as shown in our adopted statutory annual accounts. We will only be able to declare and pay dividends to the extent our equity exceeds the sum of the paid
and called up portion of our ordinary share capital and the reserves that must be maintained in accordance with provisions of Dutch law and our articles of association. Our Board of Directors will have the discretion to determine to what extent
profits shall be retained by way of a reserve. Appropriation and distribution of dividends will be subject to the approval of our general meeting of shareholders. Our Board of Directors, in determining to what extent profits shall be retained by way
of a reserve, will consider our ability to declare and pay dividends in light of our future operations and earnings, capital expenditure requirements, general financial conditions, legal and contractual restrictions and other factors that it may
deem relevant.
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Your rights and responsibilities as a shareholder will be governed by Dutch law and will differ in some
respects from the rights and responsibilities of shareholders under U.S. law, and your shareholder rights under Dutch law may not be as clearly established as shareholder rights are established under the laws of some U.S. jurisdictions.
Our corporate affairs are governed by our articles of association and by the laws governing companies incorporated in The Netherlands. The
rights of our shareholders and the responsibilities of members of our Board of Directors under Dutch law may not be as clearly established as under the laws of some U.S. jurisdictions. In the performance of its duties, our Board of Directors will be
required by Dutch law to consider the interests of our Company, our shareholders, our employees and other stakeholders in all cases with reasonableness and fairness. It is possible that some of these parties will have interests that are different
from, or in addition to, your interests as a shareholder. We anticipate that all of our shareholder meetings will take place in The Netherlands.
In addition, the rights of holders of ordinary shares and many of the rights of shareholders as they relate to, for example, the exercise of
shareholder rights, are governed by Dutch law and our articles of association and differ from the rights of shareholders under U.S. law. For example, Dutch law does not grant appraisal rights to a companys shareholders who wish to challenge
the consideration to be paid upon a merger or consolidation of the company. See Item 10 Additional InformationGeneral.
The provisions of Dutch corporate law and our articles of association have the effect of concentrating control over certain corporate
decisions and transactions in the hands of our Board of Directors. As a result, holders of our shares may have more difficulty in protecting their interests in the face of actions by members of our Board of Directors than if we were incorporated in
the United States. See Item 10 Additional InformationGeneral.
We are a foreign private issuer and, as a result, and as
permitted by the listing requirements of the NYSE, we may rely on certain home country governance practices rather than the corporate governance requirements of the NYSE.
Many of the corporate governance rules of the NYSE do not apply to us as a foreign private issuer; however, Rule 303A.11 requires
foreign private issuers to describe significant differences between their corporate governance standards and the corporate governance standards applicable to U.S. companies listed on the NYSE. While we believe that our corporate governance practices
are similar in many respects to those of U.S. NYSE-listed companies and provide investors with protections that are comparable in many respects to those established by the NYSE rules, there have historically been certain key differences which are
described below.
Our Nominating Committee and Compensation Committee did not historically (prior to 2016) meet the NYSE independence
standard, as one member of each respective committee was not independent as defined under Sections 303A.04 and 303A.05 of the NYSE rules, which govern nominating/corporate governance committees and compensation committees,
respectively. As of and for the year ended December 31, 2017, each of our Nominating Committee and Compensation Committee was comprised entirely of independent members; however, because of the exemptions available to us as a foreign private
issuer, we cannot assure you that we will comply with all of the NYSE corporate governance rules in the future. As a result, you may not have the same protections afforded to stockholders of companies that are not foreign private issuers. For an
overview of our corporate governance principles, see Item 16G Corporate Governance.
You may be unable to enforce judgments
obtained in U.S. courts against us.
We are incorporated under the laws of The Netherlands, and all or a substantial portion of our
assets are located outside of the United States and certain of our directors and officers and certain other persons named in this annual report are, and will continue to be,
non-residents
of the United States.
As a result, although we have appointed an agent for service of process in the United States, it may be difficult or impossible for United States investors to effect service of process within the United States upon us or our
non-U.S.
resident directors and officers or to enforce in the United States any judgment against us or them including for civil liabilities under the United States securities laws. Any judgment obtained in any
United States federal or state court against us may, therefore, have to be enforced in the courts of The Netherlands, or such other foreign jurisdiction, as applicable. Because there is no treaty or other applicable convention between the United
States and The Netherlands with respect to legal judgments, a judgment rendered by any United States federal or state court will not be enforced by the courts of The Netherlands unless the underlying claim is relitigated before a Dutch court. Under
current practice, however, a Dutch court will generally grant the same judgment without a review of the merits of the underlying claim (i) if that judgment resulted from legal proceedings compatible with Dutch notions of due process,
(ii) if that judgment does not contravene public policy of The Netherlands and (iii) if the jurisdiction of the United States federal or state court has been based on grounds that are internationally acceptable. Investors should not
assume, however, that the courts of The Netherlands, or such other foreign jurisdiction, would enforce judgments of United States courts obtained against us predicated upon the civil liability provisions of the United States securities laws or that
such courts would enforce, in original actions, liabilities against us predicated solely upon such laws.
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We incur increased costs as a result of being a public company.
As a listed public company, we incur additional legal, accounting, insurance and other expenses than we would have incurred as a private
company. We incur costs associated with our public company reporting requirements. In addition, the Sarbanes-Oxley Act and related rules implemented by the U.S. Securities and Exchange Commission (the SEC) and the NYSE have imposed
increased regulation and required enhanced corporate governance practices for public companies. Our efforts to comply with evolving laws, regulations and standards in this regard are likely to result in increased general and administrative expenses
and a diversion of management time and attention from revenue generating activities to compliance activities. We also expect these new rules and regulations to make it more expensive for us to obtain director and officer liability insurance, and we
may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.
Any
failure or weakness in our internal controls could materially and adversely affect our financial condition, results of operation and our stock price.
As discussed in Item 15 Controls and Procedures, upon an evaluation of the effectiveness of the design and operation of our
internal control over financial reporting conducted as of December 31, 2017, we concluded that there was a material weakness such that our internal control over financial reporting was not effective as of December 31, 2017.
Although we have been actively engaged in the development and implementation of a remediation plan to address the material weakness identified
and continually review and evaluate our internal control systems to allow management to report on the sufficiency of our internal control over financial reporting, we cannot assure you that we will not discover additional weaknesses in our internal
control over financial reporting. Any such weakness or failure to remediate any existing or future weakness could materially and adversely affect our business and operating results as well as our ability to accurately report our financial condition
and results of operations in a timely manner. Furthermore, the price of our stock may be adversely affected by related negative market reactions to any such weakness.
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ITEM 4: INFORMATION ON THE COMPANY
Overview
We are a leading provider of
carrier and cloud-neutral colocation data center services in Europe. We support approximately 1,800 customers through 49 data centers (as of December 31, 2017) in 11 countries enabling them to create value by housing, protecting and connecting
their most valuable content and applications. We enable our customers to connect to a broad range of telecommunications carriers, cloud platforms, internet service providers and other customers. Our data centers act as content, cloud and
connectivity hubs that facilitate the processing, storage, sharing and distribution of data, between our customers, creating an environment that we refer to as a community of interest.
Our core offering of carrier and cloud-neutral colocation services includes space, power, cooling, connectivity, and a physically secure
environment in which to house our customers computing, network, storage and IT infrastructures. We enable our customers to reduce operational and capital costs while improving application performance and flexibility. We supplement our core
colocation offering with a number of additional services, including network monitoring, remote monitoring of customer equipment, systems management, engineering support services, cross connect, data backup and storage.
Our headquarters are near Amsterdam, The Netherlands, and we operate in major metropolitan areas, including Amsterdam, Frankfurt, Paris and
London, Europes main data center markets. Our data centers are located in close proximity to the intersection of telecommunications fiber routes, and we house more than 700 individual carriers and internet service providers, 21 European
Internet exchanges and all the leading global cloud platforms. Our data centers allow our customers to lower their telecommunications costs and reduce latency, thereby improving the response time of their applications. This high level of
connectivity fosters the development of communities of interest.
Strategy
Target New Customers in High Growth Industry Segments to Further Develop our Communities of Interest
We categorize our customers into industry segments, and we will continue to target new and existing customers in high growth industry segments,
including Connectivity Providers, Platform Providers and Enterprises. Winning new customers in these target industries enables us to expand existing and build new high value communities of interest within our data centers. We expect the high value
and reduced cost benefits of our communities of interest to continue to attract new customers and expansion from existing customers, which will lead to decreased customer acquisition costs for us. For example, customers in the digital media segment
benefit from the close proximity to content delivery network providers, Internet exchanges and cloud platforms in order to create and deliver content to consumers reliably and quickly.
Increase Share of Spend from Existing Customers
We focus on increasing revenue from our existing customers in our target-market segments as well. New revenue from our existing customers
comprises a substantial portion of our new business, generating the majority of our new bookings. Our sales and marketing teams focus on proactively working with customers to identify expansion opportunities in new or existing markets.
Maintain Connectivity Leadership
We seek to increase the number of carriers in each of our data centers by expanding the presence of our existing carriers into additional data
centers and targeting new carriers. We will also continue to develop our relationships with Internet exchanges and work to increase the number of internet service providers in these exchanges. In countries where there is no significant Internet
exchange, we will work with internet service providers and other parties to create an appropriate exchange. Our sales and business development teams will continue to work with our existing carriers and internet service providers, and target new
carriers and internet service providers, to maximize their presence in our data centers, and to achieve the highest level of connectivity in each of them, with the right connectivity providers to support the requirements of each of our communities
of interest.
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Continue to Deliver
Best-in-Class
Customer Service
We will continue to
provide a high level of customer service in order to maximize customer satisfaction and minimize churn. Our European Customer Service Center, which operates 24 hours a day, 365 days a year, provides continuous monitoring and troubleshooting and
reduces customers internal support costs by giving them
one-call
access to full, multilingual technical support. In addition, we will continue to develop our customer tools, which include an online
customer portal to provide our customers with real-time access to information. We will continue to invest in our local service delivery and assurance teams, which provide flexibility and responsiveness to customer needs.
Disciplined Expansion and Prudent Financial Management
We plan to invest in our data center capacity while maintaining our disciplined investment approach and prudent financial policy. We will
continue to determine the size of our expansions based on selling patterns, pipeline and trends in existing demand as well as working with our customers to identify future capacity requirements. We normally begin new expansions only once we have
identified customers and have the capital to fund the build out fully, with the goal of selling 25% of a data centers space by the time it opens. In order to reduce risk and improve our return on capital to meet our target internal rates of
return, we manage the timing and scale of our capital expenditure obligations by phasing our expansions. Finally, we will continue to manage our capital deployment and financial management decisions based on adhering to our target internal rate of
return on new expansions and target leverage ratios. For a description of past and current capital expenditure, see Item 5 Operating and Financial Review and Prospects.
Our Services
We offer carrier and cloud
neutral colocation data center and managed services to our customers.
Colocation
We provide clients with the space and power to deploy IT infrastructure in world-class data centers. Through a number of redundant subsystems,
including power, fiber and cooling, we are able to provide our customers with highly reliable services. Our scalable colocation services enable our customers to upgrade space and power, connectivity and services as their requirements expand and
evolve. Our data centers employ a wide range of physical security features, including biometric scanners, man traps, smoke detection, fire suppression systems, and secure access. Our colocation facilities include the following services:
Space
Each of our data centers
houses our customers IT infrastructure in a highly connected facility, designed and fitted to ensure a high level of network reliability. We provide the space and power for our clients to deploy their own IT infrastructures. Depending on their
space and security needs, customers can choose individual cabinets, a secure cage or an individual private room.
Power
Each of our data centers offers our customers high power availability. The majority of our data centers have redundant grid connections and,
since power availability is essential to their operation, all have a power backup installation in case of outage. Generators, in combination with uninterrupted power supply (UPS) systems, ensure maximum availability. We provide a full range of
output voltages and currents and offer our customers a choice of guaranteed levels of availability between 99.9% and 99.999%.
Connectivity
We provide connectivity services that enable our customers to connect their IT infrastructure to exchange traffic and access cloud
platforms. These services, which offer connectivity with more than 700 individual carriers and internet service providers and all the leading cloud providers, enable our customers to reduce costs while improving the reliability and performance
associated with the exchange of Internet and cloud data traffic. Our connectivity options offer customers a key strategic advantage by providing direct, high-speed connections to peers, partners, customers, cloud platforms and some of the most
important sources of IP data, content and distribution in the world.
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Cross Connect
We install and manage physical connections running from our customers equipment to the equipment of our telecommunications carrier,
internet service providers and Internet exchange customers, as well as to other customers. Cross connects are physically secured in dedicated
Meet-Me
rooms. Our staff test and install cables and patches and
maintain cable trays and patch panels according to industry best practice.
Additional Services
In addition to providing colocation services, we provide a number of additional services, including systems monitoring, systems management and
engineering support services. Some managed services are only performed on an ad hoc basis, as and when requested by the customer, while others are more recurring in nature. These services are provided either directly by us, or in conjunction with
third parties.
Customers
We
categorize our customers into three business segments: Connectivity Providers (including Telecom Operators, Internet Service Providers and Content Delivery Networks), Platform Providers (including Content and Cloud Providers) and Enterprises
(including both Direct Enterprise customers and those served through IT Service Providers). We have approximately 1,800 customers. The majority of our customers have entered into contracts with us for an initial three to five-year term, which are
typically renewed automatically for successive
one-year
periods.
In the year ended
December 31, 2017, 36% of our revenue came from our top 20 customers, 27% from our top 10 customers and 13% from one customer, which is a Fortune 50 company.
The following table sets forth some of our representative customers by segment:
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Connectivity Providers
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Platform Providers (Content)
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Enterprises (IT Service Providers)
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Akamai
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Bamtech Media
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Atos
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Limelight Networks
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Fox
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CapGemini
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AT&T
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Netflix
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Cognizant
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BT
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Perform
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DXC Technology
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China Telecom
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Riot Games
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Evry
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China Unicom
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Rubicon Project
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IBM
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Cogent
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Yahoo
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NNIT
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Colt
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Siemens
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De-CIX
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Deutsche Telecom
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Platform Providers (Cloud)
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Enterprises (Direct)
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Sprint
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Amazon Web Services
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AC Hotels
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Tata
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Barracuda
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Bombardier
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Telefonica
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Cisco
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Brunswick
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TIM
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Cloudgermany.de
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Sephora
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Verizon
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Digital Ocean
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Heidelberg Cement
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Vodafone
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Microsoft Azure
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Konica Minolta
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Zayo
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Oracle
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Merger Market
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Salesforce
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Saint Gobain
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Softlayer
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RBC Capital Markets
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Tencent
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Barclays
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Vasco
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Citigroup
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VMware
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Credit Suisse
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Instinet
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London Metal Exchange
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Nasdaq
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Customer service is provided locally by our
in-country
teams and centrally via our European Customer Service Center (ECSC), which is located in London. The ECSC, which supports five European languages (Dutch, English, French, German and Spanish), is run by technical support staff, operates 24 hours a
day, 365 days a year, and provides rapid and cost-effective technical and business support to all our clients. In addition to its service desk functions, the ECSC monitors and manages the performance of our data centers and takes care of network
monitoring and other network operations-center functions. It arranges, as necessary, local engineering support and rapid response
(out-of-hours
emergency) assistance. To
ensure efficient and timely support, a customer relationship management system electronically logs each issue that the ECSC is asked to address.
Customer Contracts
Our customers
typically sign contracts for the provision of colocation space, together with basic service-level agreements that provide for support services and other managed services. Unless customers notify us of their intention to terminate, which is normally
90 days before the end of the contract period, contracts (a majority of which have an initial term of three to five years) renew automatically for successive
one-year
periods. Where it is beneficial to us,
however, we will seek to
re-negotiate
and
re-sign
with a customer (generally for a minimum
one-year
period), before the contract
expires. Our contracts generally allow us the option to increase prices in accordance with each jurisdictions local price indices, and we are generally able to adjust the amount charged for power at any time, and as frequently as necessary,
during the life of the contract to account for any increases in the costs we are charged for power by our suppliers or government surcharges.
Contracts for colocation services are priced on the basis of a monthly recurring fee that reflects charges for space, cooling, power used in
the common parts of the data center, power plugs, and metered power usage, with related infrastructure and implementation costs included in an initial
set-up
fee. Clients have two options on power
usage: (i) to pay in advance (typically included in the total cabinet price), for power usage in plugs, which are contractually defined amounts of power per month and for which the customer must pay in full, regardless of how much
power is actually used; or (ii) to pay for their actual power usage in arrears on a metered basis. The power-plug option is usually sold in shared areas of our data centers where customers pay per cabinet. The metered power usage option is
usually sold to customers that take dedicated space such as a cage, suite or private room, for which where they are charged on a per square meter basis.
Similar to our colocation services, our additional services are typically (except for cross connects) contracted on the basis of an annual (or
longer where appropriate) contract and the fee generally consists of monthly recurring charges and usage-based charges as appropriate. It may also include an initial
set-up
fee. If these services are ad hoc,
they are invoiced on completion of the service.
For each new customer contract that we enter into, provides that in the event of a power
outage or other equivalent service level agreement breach (for example, repeatedly crossing a temperature or humidity benchmark), the customer will receive a service credit in the form of a reduction in its next service fee payment; the credit is on
a sliding scale to reflect the seriousness of the breach. Our customer contracts generally exclude liability for consequential or indirect loss suffered as a result of a service level agreement breach and for force majeure. Historically, service
credit payments under our service level agreements have been minimal.
Customer Accounts
Fees are normally invoiced quarterly in advance, with the exception of metered power usage which is invoiced monthly in arrears and cross
connects which are invoiced quarterly in arrears. On new contracts, we generally require deposits, which we are able to use to cover any
non-payment
of invoices. If accounts are not paid on time, we ultimately
seek recovery through the court system.
Sales and Marketing
Our sales and marketing teams focus on identifying and converting opportunities both for existing customers and for prospects in our target
segments, to expand our customers space within our data center portfolio and enhance our communities of interest.
Sales
We sell our products and services through local direct sales forces, through a centralized International Accounts Team and by attending
tradeshows, networking events and industry seminars. Our International Accounts Team focuses on maximizing revenues from our largest customers across our European footprint and on identifying and developing new major accounts. We use a number of
indirect channel partners in the United States to secure referrals and orders from companies based outside the United States.
33
Marketing
Our corporate marketing organization is responsible for identifying target customer segments, developing the value proposition that will enable
us to succeed in our chosen segments, building and communicating a distinct brand, driving qualified leads into the sales pipeline and ensuring strategic alignment with key partners. Our corporate marketing team supports our strategic priorities
through the following primary objectives:
Customer Segmentation and Targeting
Our marketing organization is responsible for the identification of high-growth customer segments and associated companies therein that we wish
to target in order to build the communities of interest and develop our value proposition to enable success in our chosen markets. Our marketing organization is also responsible for business development of strategic accounts in each segment working
with sales in order to build our communities of interest. Strategic customers when present in our data centers, attract other interested members to join the community. A company in one of our segments is considered strategic if its
presence adds value to the community of interest by increasing the magnetism of the community. This can be achieved as a consequence of the application, data or capability that they place in our data centers or by virtue of its brand and the
associated added value to Interxion and the community.
Brand Management and Positioning
This includes brand identity unification, positioning at the corporate and country levels, the development of methodology, marketing assets and
brand awareness programs for all our business units.
Lead Generation
To grow our pipeline and deliver our revenue goals, we use online, direct and event marketing, targeted advertising and public relations
programs and strategies to design and execute successful lead-generation campaigns that leverage telemarketing and direct sales.
Employees
As of December 31, 2017, we had a total of 658 employees (excluding contractors and interim staff) (as of December 31, 2016: 600; as
of December 31, 2015: 533), of which 403 worked in operations and support, 129 in sales and marketing and 126 in general and administrative roles. Of our employees, 477 were employed by our operating companies and 181 worked from our
headquarters near Amsterdam or from our corporate offices in London. We believe that relations with our employees are good. Except for collective rights granted by local law, none of our employees is subject to collective bargaining agreements.
Capital expenditure
During 2017, we
invested 256.0 million in the business. Of this capital expenditure, 88%, or 225.0 million, was invested in discretionary expansion and upgrade projects resulting in four new data centers and numerous other expansions across
our footprint, together with an expansion in our land bank to provide for future growth. Around two thirds of overall capital expenditure was deployed in the Big 4 countries.
Expansions that were ongoing as of December 31, 2017, included, among others, 9,700 square meters of equipped space in Germany, 5,300
square meters of equipped space in The Netherlands, 5,100 square meters of equipped space in France and 3,600 square meters of equipped space in Austria.
Leases
We hold title to certain of our
properties and lease the remainder. We exercised certain purchase options and agreed to purchase the PAR7 and AMS7 properties, which we currently report as financial leases and will continue to report as such until the acquisitions are completed.
For the other leased properties in which our data centers are located, we generally seek to secure
20-
to
25-year
leases.
34
Where possible, we try to mitigate long-term financial commitments by contracting for initial lease terms for a minimum period of 10 to 15 years, with the option to either (i) extend the
leases for additional five-year terms, or (ii) terminate the leases upon expiration of the initial
10-
to
15-year
term. Our leases generally have consumer price
index-based annual rent increases over the full term of the lease.
Data Center Operations
We had 49 carrier and cloud neutral colocation data centers in 13 metropolitan areas in 11 countries. The open phases of these data centers
represent approximately 130,100 square meters of Maximum equippable space (as of December 31, 2017).
Our data centers are all
located in Europe and all our revenues are generated in Europe. For more information on the geographic breakdown of our revenues, see Note 5 of our 2017 consolidated financial statements, included elsewhere herein.
We primarily select sites for our data centers based on expected customer demand, availability of power, access to telecommunications fiber
routes, and in our near metropolitan areas. The majority of our data centers are stand-alone structures, close to power
sub-stations
and telecommunication networks in light industrial areas, rather than in
residential areas where more prohibitive environmental regulations exist. Data center design and development is a highly complex process. Construction requires extensive planning and must navigate regulatory procedures which can vary by
jurisdiction. We have developed extensive technical experience in building data centers in Europe and are well-positioned to bring new data centers to market rapidly to meet customer demand.
The key characteristics of our data centers are as follows:
|
|
|
|
|
|
|
|
|
Country
|
|
Location
|
|
Ready for service Quarter
|
|
Maximum
equippable space
as of
December 31,
2017
|
|
|
|
|
|
|
|
Square meters
|
|
Austria
|
|
Vienna-1
|
|
Third Quarter, 2000
|
|
|
4,700
|
|
Austria
(1)
|
|
Vienna-2
|
|
Fourth Quarter, 2014
|
|
|
6,500
|
|
Belgium
|
|
Brussels
|
|
Third Quarter, 2000
|
|
|
5,100
|
|
Denmark
(2)
|
|
Copenhagen-1
|
|
Third Quarter, 2000
|
|
|
3,700
|
|
Denmark
(3)
|
|
Copenhagen-2
|
|
Second Quarter, 2016
|
|
|
1,100
|
|
France
|
|
Marseille-1
|
|
Third Quarter, 2014
|
|
|
6,400
|
|
France
(4)
|
|
Marseille-2
|
|
Third Quarter, 2017
|
|
|
200
|
|
France
|
|
Paris-1
|
|
First Quarter, 2000
|
|
|
1,400
|
|
France
|
|
Paris-2
|
|
Third Quarter, 2001
|
|
|
2,900
|
|
France
|
|
Paris-3
|
|
Third Quarter, 2007
|
|
|
1,900
|
|
France
|
|
Paris-4
|
|
Third Quarter, 2007
|
|
|
1,300
|
|
France
|
|
Paris-5
|
|
Fourth Quarter, 2009
|
|
|
4,000
|
|
France
|
|
Paris-6
|
|
Third Quarter, 2009
|
|
|
1,300
|
|
France
(5)
|
|
Paris-7
|
|
Second Quarter, 2012
|
|
|
6,800
|
|
Germany
|
|
Dusseldorf-1
|
|
Second Quarter, 2000
|
|
|
3,300
|
|
Germany
|
|
Dusseldorf-2
|
|
Fourth Quarter, 2015
|
|
|
1,200
|
|
Germany
|
|
Frankfurt-1
|
|
First Quarter, 1999
|
|
|
500
|
|
Germany
|
|
Frankfurt-2
|
|
Fourth Quarter, 1999
|
|
|
1,100
|
|
Germany
|
|
Frankfurt-3
|
|
First Quarter, 2000
|
|
|
2,200
|
|
Germany
|
|
Frankfurt-4
|
|
First Quarter, 2001
|
|
|
1,400
|
|
Germany
|
|
Frankfurt-5
|
|
Third Quarter, 2008
|
|
|
1,700
|
|
Germany
|
|
Frankfurt-6
|
|
Second Quarter, 2010
|
|
|
2,200
|
|
Germany
|
|
Frankfurt-7
|
|
First Quarter, 2012
|
|
|
1,500
|
|
Germany
|
|
Frankfurt-8
|
|
Second Quarter, 2014
|
|
|
3,700
|
|
Germany
|
|
Frankfurt-9
|
|
First Quarter, 2014
|
|
|
800
|
|
Germany
|
|
Frankfurt-10
|
|
First Quarter, 2016
|
|
|
4,800
|
|
Germany
(6)
|
|
Frankfurt-11
|
|
Fourth Quarter, 2017
|
|
|
2,400
|
|
35
|
|
|
|
|
|
|
|
|
Country
|
|
Location
|
|
Ready for service Quarter
|
|
Maximum
equippable space
as of
December 31,
2017
|
|
|
|
|
|
|
|
Square meters
|
|
Germany
(7)
|
|
Frankfurt-12
|
|
Third Quarter, 2017
|
|
|
1,100
|
|
Ireland
|
|
Dublin-1
|
|
Second Quarter, 2001
|
|
|
1,100
|
|
Ireland
|
|
Dublin-2
|
|
First Quarter, 2010
|
|
|
2,300
|
|
Ireland
|
|
Dublin-3
|
|
Fourth Quarter, 2016
|
|
|
1,200
|
|
The Netherlands
|
|
Amsterdam- 1
|
|
First Quarter, 1998
|
|
|
600
|
|
The Netherlands
|
|
Amsterdam- 3
|
|
Fourth Quarter, 1999
|
|
|
3,000
|
|
The Netherlands
|
|
Amsterdam- 4
|
|
Fourth Quarter, 2000
|
|
|
|
|
The Netherlands
|
|
Amsterdam- 5
|
|
Fourth Quarter, 2008
|
|
|
4,300
|
|
The Netherlands
|
|
Amsterdam- 6
|
|
Third Quarter, 2012
|
|
|
4,400
|
|
The Netherlands
|
|
Amsterdam- 7
|
|
First Quarter, 2014
|
|
|
7,600
|
|
The Netherlands
(8)
|
|
Amsterdam- 8
|
|
Fourth Quarter, 2016
|
|
|
2,800
|
|
The Netherlands
(9)
|
|
Amsterdam- 9
|
|
First Quarter, 2017
|
|
|
2,300
|
|
Spain
|
|
Madrid-1
|
|
Third Quarter, 2000
|
|
|
4,000
|
|
Spain
|
|
Madrid-2
|
|
Fourth Quarter, 2012
|
|
|
1,700
|
|
Sweden
|
|
Stockholm-1
|
|
Third Quarter, 2000
|
|
|
1,900
|
|
Sweden
|
|
Stockholm-2
|
|
Second Quarter, 2013
|
|
|
1,200
|
|
Sweden
|
|
Stockholm-3
|
|
Third Quarter, 2014
|
|
|
900
|
|
Sweden
|
|
Stockholm-4
|
|
Second Quarter, 2015
|
|
|
1,100
|
|
Sweden
(10)
|
|
Stockholm-5
|
|
Second Quarter, 2017
|
|
|
500
|
|
Switzerland
|
|
Zurich
|
|
Fourth Quarter, 2000
|
|
|
7,100
|
|
UK
|
|
London-1
|
|
Third Quarter, 2000
|
|
|
5,400
|
|
UK
|
|
London-2
|
|
Third Quarter, 2012
|
|
|
1,500
|
|
Total
|
|
|
|
|
|
|
130,100
|
|
Notes to provide background on increases compared to prior year:
(1)
|
Vienna-2
Maximum equippable space increased by 300 square meters as a result of a new expansion (VIE 2.8, November 2017).
|
(2)
|
Copenhagen-1
Maximum equippable space decreased by 100 square meters due to reduction in accordance with space reporting definitions.
|
(3)
|
Copenhagen-2
Maximum equippable space increased by 300 square meters as a result of new expansions (CPH2.2 - January and May 2017).
|
(4)
|
Marseille-2
Maximum equippable space increased by 150 square meters as a result of new expansions (MRS2.1A/B - September 2017).
|
(5)
|
Paris-7
Maximum equippable space increased by 1,600 square meters as a result of a new expansion (PAR7.2A - February 2017, PAR7.2B - June 2017).
|
(6)
|
Frankfurt-11
Maximum equippable space increased by 2,400 square meters as a result of a new expansion (FRA11.1, 11.2 - October 2017).
|
(7)
|
Frankfurt-12
Maximum equippable space increased by 1,100 square meters as a result of a new expansion (FRA12 - September 2017).
|
(8)
|
Amsterdam-8
Maximum equippable space increased by 1,300 sqm as a result of a new expansion (AMS8.2 - January 2017).
|
(9)
|
Amsterdam-9
Maximum equippable space represents the 2,300 sqm added upon acquisition of Interxion Science Park in February 2017.
|
(10)
|
Stockholm-5
Maximum equippable space increased by 500 square meters as a result of new expansion (STO5.1 - July 2017).
|
Seasonality
The Companys
operations are not significantly exposed to seasonality.
36
Competition
We compete directly with all providers of data center services including
in-house
and outsourced data
centers. Our chief competitors among each of the types of competition are listed below.
Carrier and Cloud Neutral Colocation Data Centers
Carrier and cloud neutral colocation data centers in Europe include Equinix and Telehouse.
Wholesale Data Centers
Wholesale
data center providers include Digital Realty Trust, NTT, and Global Switch.
Carrier-Operated Data Centers
Carriers that operate their own data centers in Europe include AT&T, BT, Cable & Wireless, Colt, Verizon, Level 3 and
Deutsche Telekom, among others.
IT Outsourcers and Managed Services Provider Data Centers
IT outsourcers and managed services providers in Europe include HP, IBM, Rackspace and Sungard.
See Item 3 Key InformationRisk FactorsWe face significant competition and we may not be able to compete successfully
against current and future competitors.
Litigation
We have not been party to any legal proceedings, governmental or arbitration proceedings during the 12 months preceding the date of this annual
report which may have, or have in the recent past had, a significant effect on our financial position.
Regulation
Although we are not subject to any financial regulations (such as outsourcing requirements, MiFID or Basel II), our financial services
customers commonly are. In their contracts with us, these financial services customers impose access, audit and inspection rights to those parts of our data centers that contain their equipment to enable them to satisfy their regulatory
requirements.
In addition, as a consumer of substantial amounts of electricity, we are affected by the CRC Energy Efficiency Scheme (the
CRC Scheme), which was introduced in 2010, and simplified in May 2013 by the CRC Energy Efficiency Scheme Order 2013. It is a mandatory
UK-wide
emissions trading scheme based on electricity usage.
Phase 2 runs from April 1, 2014 to March 31, 2019. For Phase 2 of the CRC Scheme, organizations qualified if, during the qualification year (that ran from April 1, 2012 until March 31, 2013), they consumed over 6,000 MWh of
qualifying electricity through at least one settled half hour meter. We qualified for the CRC Scheme and registered for Phase 2 with the CRC Registry by the deadline of January 31, 2014.
Non-compliance
with the CRC Scheme may result in criminal and civil penalties.
Once registered for Phase 2, participants have to monitor and report
their annual supplies of electricity and gas and then surrender allowances equal to the quantity of carbon dioxide emissions associated with that annual CRC Scheme consumption before the end of October. One allowance must be surrendered
for each ton of carbon dioxide emitted. Allowances can be bought or traded and participants must submit an annual report on their CRC energy supplies by the end of July each year. The allowance price in the April 2017 forecast sale was
£16.60 per ton of carbon dioxide and £17.70 in the buy to comply sale in June 2018. The prices of allowances for the 2018/19 compliance year are £17.20 in the forecast sale and £18.30 in the compliance sale.
Through the annual report publication, the UK Environmental Agency also publishes information on the basis of participants annual reports including details the participants submitted when they registered for the CRC Scheme. The potential
impacts of the CRC Scheme on our data centers in the UK include the costs of improving energy efficiency in order to reduce electricity consumption and the costs of allowances and administration in complying with the CRC Scheme.
Climate Change Agreements (CCAs) are voluntary agreements between the UK Government and energy-intensive sectors that allow a
discount from the UK climate change levy (a tax added to electricity and fuel bills) in return for companies meeting carbon saving targets. Data center businesses that provide colocation space (both wholesale and retail) have been eligible for CCAs
since July
37
2014, when the data center sector association, techUK, signed an umbrella agreement with the UK Environmental Agency. From April 1, 2013, participants are entitled to a 90% reduction on the
electricity climate change levy and a 65% reduction for other fuels if they agree to and meet their CCA targets. We signed a CCA in February 2015. In December 2016, the UK government confirmed that the
buy-out
price for 2017/18 and 2019/20 will increase broadly in line with RPI to £14 per ton of carbon dioxide emissions, and also that data centers (added as a new sector to the CCA scheme in 2014) will not be subject to a detailed target review.
Within this CCA framework, the CRC Scheme provides that an electricity or gas supply consumed for the purpose of operating a participating CCA
facility will not qualify as an energy supply that requires surrender of carbon dioxide allowance under the CRC Scheme. While we now face costs associated with meeting the target in our CCA, the CCA has reduced our expenditure on CRC Scheme
allowances and enables us to qualify for the reduced UK climate change levy (CCL) rate under Part IV of Schedule 6 to the Finance Act 2000 (as amended).
Changes to the UK environmental regulations are expected in the future. The UK government had already announced that it will close the CRC
Scheme following the 2018-2019 compliance year, with no purchase of allowances required to cover emissions for energy supplied from April 2019. The last CRC report should therefore be submitted by the end of July 2019 and the last surrender of
allowances for emissions from energy supplied in the 2018-2019 compliance year should occur by the end of October 2019. The UK government also consulted in October 2017 on a new, simplified energy and carbon reporting framework for introduction by
April 2019. The main rates of the CCL will increase from April 2019, but the UK government will keep the existing CCA eligibility criteria in place through at least 2023 and will increase the CCL discount available to CCA participants from April
2019 to ensure that they pay no more than a Retail Price Index level increase. We will continue to analyze all proposed changes fully and will prepare to comply with any new requirement and/or legal obligations.
Pursuant to Article
8(4-6)
of the Energy Efficiency Directive 2012 (aiming to encourage investment in
energy efficiency improvements, as part of the European Unions aim to reduce primary energy consumption by 20% by 2020), European Member States are obliged to ensure that undertakings that meet certain thresholds on the number of employees,
annual balance sheet total and annual turnover qualify as specified in Energy Efficiency Directive 2012 carry out energy audits. The directive requires the audits to be carried out at least every four years, and set a first compliance deadline of
December 5, 2015. The directive allows alternatives to the audit, such as ISO 50001 certification. If a qualifying undertaking does not comply with its obligations under national legislation, the relevant compliance body may issue sanctions
(for example, in the UK, the regulator can issue an enforcement notice and seek civil penalties). Costs associated with the Energy Savings Opportunity Scheme (ESOS) include the costs of the ESOS assessments and the voluntary costs of
implementing any energy efficiency measures identified.
We meet the qualification thresholds in the UK, Germany, France, Denmark, Sweden
and The Netherlands.
In Germany, in accordance with national legislation, we are exempt from performing an energy efficiency audit due to
our ISO 50001 certification. The audits (with an initial filing deadline of December 5, 2015) for France, Denmark, Sweden, the UK and The Netherlands have been performed and filed with the relevant authorities.
As an operator of data centers, which act as content and connectivity hubs that facilitate the storage, sharing and distribution of data,
content and media for customers, we have in place an Acceptable Use Policy, which applies to all our customers that use Internet connectivity services provided by us and which requires our customers to respect all legislation pertaining to the use
of Internet services, including email.
We are subject to telecommunications regulation in the various European jurisdictions in which we
presently operate, most notably the EU Regulatory Framework. Under these regulations, we are not required to obtain licenses for the provision of our services. We may, however, be required to notify the national telecommunications regulator in
certain European jurisdictions about these services. We have made the necessary notifications for such jurisdictions.
By operating
data centers, we will process personal data under the EU Data Protection Directive (95/46/EC), which is implemented through adoption in local legislation of the EU member states and under the EU General Data Protection Regulation (2016/679) which
will replace the EU Data Protection Directive (95/46/EC) and the local legislation of the EU member states on May 25, 2018. We are subject to this legislation throughout our footprint as processors and controllers in the meaning of this
Directive. This may impose obligations on us, such as an obligation to take reasonable steps to protect that information.
Insurance
We have in place what we consider to be reasonable insurance coverage against the type of risks usually insured by companies
38
carrying on the same or similar types of business as ours in the markets in which we operate. Our insurance broadly falls under the following four categories: professional indemnity, general
third-party liability, directors and officers liability and property damage insurance and business interruption insurance.
Our History and
Organizational Structure
European Telecom Exchange BV was incorporated on April 6, 1998. After being renamed InterXion Holding
B.V. on June 12, 1998, it was converted into InterXion Holding N.V. on January 11, 2000. For further information on the history and development of the Company, see Item 10 Additional InformationGeneral. From
inception until the acquisition of Interxion Science Park (formerly known as Vancis B.V., Interxion Science Park) in 2017, we grew our colocation business organically. Since 2001, we developed our geographic footprint in 13 cities where
we have established data center campuses. The only changes to our geographic footprint have been very recent we added Marseille in 2014 and left Hilversum at the end of 2014. Following the industry downturn that began in 2001 as a result of a
sharp decline in demand for Internet-based businesses, we restructured within our geographic base to refocus on a broader and more stable customer base. We have since focused on shifting our customer base from primarily emerging Internet companies
and carriers to a wide variety of established businesses that seek to house their IT infrastructure.
Our subsidiaries perform various
tasks, such as servicing our clients, operating our data centers, customers support, and providing management, sales and marketing support to the Group. The following table sets forth the name, country of incorporation and (direct and indirect)
ownership interest of our subsidiaries as of December 31, 2017:
|
|
|
|
|
|
|
|
|
Entity
|
|
Country of
incorporation
|
|
Ownership
%
|
|
|
Activity
|
InterXion HeadQuarters B.V.
|
|
The Netherlands
|
|
|
100
|
%
|
|
Management
|
Interxion Europe Ltd
|
|
United Kingdom
|
|
|
100
|
%
|
|
Management
|
InterXion Operational B.V.
|
|
The Netherlands
|
|
|
100
|
%
|
|
Management/Holding
|
InterXion Participation 1 B.V.
|
|
The Netherlands
|
|
|
100
|
%
|
|
Holding
|
InterXion Nederland B.V.
|
|
The Netherlands
|
|
|
100
|
%
|
|
Provision of co-location services
|
InterXion Datacenters B.V.
|
|
The Netherlands
|
|
|
100
|
%
|
|
Data center sales and marketing
|
InterXion Science Park B.V.
|
|
The Netherlands
|
|
|
100
|
%
|
|
Provision of co-location services
|
InterXion Real Estate Holding B.V.
|
|
The Netherlands
|
|
|
100
|
%
|
|
Real estate management/Holding
|
InterXion Real Estate I B.V.
|
|
The Netherlands
|
|
|
100
|
%
|
|
Real estate
|
InterXion Real Estate IV B.V.
|
|
The Netherlands
|
|
|
100
|
%
|
|
Real estate
|
InterXion Real Estate V B.V.
|
|
The Netherlands
|
|
|
100
|
%
|
|
Real estate
|
InterXion Real Estate X B.V.
|
|
The Netherlands
|
|
|
100
|
%
|
|
Real estate
|
InterXion Real Estate XII B.V.
|
|
The Netherlands
|
|
|
100
|
%
|
|
Real estate
|
InterXion Real Estate XIII B.V.
|
|
The Netherlands
|
|
|
100
|
%
|
|
Real estate
|
InterXion Real Estate XIV B.V.
|
|
The Netherlands
|
|
|
100
|
%
|
|
Real estate
|
InterXion Österreich GmbH
|
|
Austria
|
|
|
100
|
%
|
|
Provision of co-location services
|
InterXion Real Estate VII GmbH
|
|
Austria
|
|
|
100
|
%
|
|
Real estate
|
InterXion Belgium N.V.
|
|
Belgium
|
|
|
100
|
%
|
|
Provision of
co-location
services
|
InterXion Real Estate IX NV.
|
|
Belgium
|
|
|
100
|
%
|
|
Real estate
|
InterXion Danmark ApS
|
|
Denmark
|
|
|
100
|
%
|
|
Provision of
co-location
services
|
InterXion Real Estate VI ApS.
|
|
Denmark
|
|
|
100
|
%
|
|
Real estate
|
Interxion France SAS
|
|
France
|
|
|
100
|
%
|
|
Provision of
co-location
services
|
Interxion Real Estate II SARL
|
|
France
|
|
|
100
|
%
|
|
Real estate
|
Interxion Real Estate III SARL
|
|
France
|
|
|
100
|
%
|
|
Real estate
|
Interxion Real Estate XI SARL
|
|
France
|
|
|
100
|
%
|
|
Real estate
|
InterXion Deutschland GmbH
|
|
Germany
|
|
|
100
|
%
|
|
Provision of
co-location
services
|
InterXion Ireland DAC
|
|
Ireland
|
|
|
100
|
%
|
|
Provision of
co-location
services
|
Interxion España SA
|
|
Spain
|
|
|
100
|
%
|
|
Provision of
co-location
services
|
InterXion Sverige AB
|
|
Sweden
|
|
|
100
|
%
|
|
Provision of
co-location
services
|
InterXion (Schweiz) AG
|
|
Switzerland
|
|
|
100
|
%
|
|
Provision of
co-location
services
|
InterXion Real Estate VIII AG.
|
|
Switzerland
|
|
|
100
|
%
|
|
Real estate
|
InterXion Carrier Hotel Ltd.
|
|
United Kingdom
|
|
|
100
|
%
|
|
Provision of
co-location
services
|
CT Corporation acts as our agent in the United States. It is located at 111 Eight Avenue, 13th Floor, New
York, New York 10011, United States.
39
ITEM 4A: UNRESOLVED STAFF COMMENTS
Not applicable.
40
ITEM 5: OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following information should be read in conjunction with the audited consolidated financial statements and notes thereto and with the
financial information presented in Item 18 Financial Statements included elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Such statements
are based upon 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 could differ materially from those discussed in these
forward-looking statements. Factors that might cause such a discrepancy include, but are not limited to, those discussed in Liquidity and Capital Resources below and Item 3 Key InformationRisk Factors above.
All forward-looking statements in this annual report are based on information available to us as of the date of this annual report and we assume no obligation to update any such forward-looking statements.
Overview
We are a leading provider of
carrier and cloud neutral colocation data center services in Europe. We support approximately 1,800 customers through 49 data centers (as of December 31, 2017) in 11 countries enabling them to create value by housing, protecting and connecting
their most valuable content and applications. We enable our customers to connect to a broad range of telecommunications carriers, internet service providers and other customers. Our data centers act as content, cloud and connectivity hubs that
facilitate the processing, storage, sharing and distribution of data, between our customers, creating an environment that we refer to as a community of interest.
Our core offering of carrier and cloud neutral colocation services includes space, power, cooling, connectivity, and a physically secure
environment in which to house our customers computing, network, storage and IT infrastructures. We enable our customers to reduce operational and capital costs while improving application performance and flexibility. We supplement our core
colocation offering with a number of additional services, including network monitoring, remote monitoring of customer equipment, systems management, engineering support services, cross connect, data backup and storage.
Our headquarters are near Amsterdam, The Netherlands, and we operate in major metropolitan areas, including Amsterdam, Frankfurt, Paris and
London, Europes main data center markets. Our data centers are located in close proximity to the intersection of telecommunications fiber routes, and we house more than 700 individual carriers and internet service providers, 21 European
Internet exchanges and all the leading global cloud platforms. Our data centers allow our customers to lower their telecommunications costs and reduce latency, thereby improving the response time of their applications. This high level of
connectivity fosters the development of communities of interest.
Growth in Internet traffic, cloud computing and the use of
customer-facing hosted applications are driving significant demand for high quality carrier and cloud neutral colocation data center services. This demand results from the need for either more space or more power, or both. These needs, in turn, are
driven by, among other factors, decreased cost of Internet access, increased broadband penetration, increased usage of high-bandwidth content, increased number of wireless access points and the growing availability of Internet and network-based
applications. If the global economys recovery stalls or is reversed, global IP traffic may grow at a reduced rate, which could lead to a slowdown in the increase in demand for our services.
Our ability to meet the demand for high quality carrier and cloud neutral colocation data center services depends on our ability to add
capacity by expanding existing data centers or by locating and securing suitable sites for additional data centers that meet our specifications, such as proximity to numerous network service providers, access to a significant supply of electrical
power and the ability to sustain heavy floor loading.
Our market is highly competitive. Most companies operate their own data centers and
in many cases continue to invest in data center capacity, although there is a trend towards outsourcing. We compete against other carrier and cloud neutral colocation data center service providers, such as Equinix and Telehouse. We also compete with
other types of data centers, including carrier-operated colocation, wholesale and IT outsourcers and managed services provider data centers. The cost, operational risk and inconvenience involved in relocating a customers networking and
computing equipment to another data center are significant and have the effect of protecting a competitors data center from significant levels of customer churn.
41
Key Aspects of Our Financial Model
We offer carrier and cloud neutral colocation services to our customers. Our revenues are mostly recurring in nature and in the last several
years, Recurring revenue has consistently represented more than 90% of our total revenue. Our contracted Recurring revenue model together with low levels of Average monthly churn provide significant predictability of future revenue.
Revenue
We generally enter into
contracts with our customers for initial terms of three to five years, with annual price escalators and automatic
one-year
renewals after the end of the initial term. Our cross connect contracts are renewable
on a monthly basis. Our customer contracts provide for a fixed monthly recurring fee for our colocation, managed services, cross connects and, in the case of cabinets, fixed amounts of power
pre-purchased
at a
fixed price. These fees are billed monthly, quarterly or
bi-annually
in advance, together with fees for cross connects that are billed quarterly in arrears. Other services such as the provision of metered
power (based on a price per kilowatt hour actually consumed), are billed monthly in arrears, and fees for services such as remote hands and eyes support are billed on an
as-incurred
basis.
The following table presents our future committed revenues expected to be generated from our fixed term customer contracts as of
December 31, 2017, 2016 and 2015.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
(000)
|
|
Within 1 year
|
|
|
327,500
|
|
|
|
296,600
|
|
|
|
275,400
|
|
Between 1 to 5 years
|
|
|
449,500
|
|
|
|
434,900
|
|
|
|
353,600
|
|
After 5 years
|
|
|
35,600
|
|
|
|
52,700
|
|
|
|
76,700
|
|
Total
|
|
|
812,600
|
|
|
|
784,200
|
|
|
|
705,700
|
|
Revenues are recognized when it is probable that future economic benefits will flow to the Group and that
these benefits, together with their related costs, can be measured reliably. Revenues are measured at the fair value of the consideration received or receivable taking into account any discounts or volume rebates.
The Group reviews transactions for separately identifiable components of revenue and if necessary applies individual recognition treatment, in
which case revenues are allocated to separately identifiable components based on their relative fair values.
The Group earns colocation
revenue as a result of providing data center services to customers at its data centers. Colocation revenues and lease income are recognized in profit or loss on a straight-line basis over the term of the customer contract. Incentives granted are
recognized as an integral part of the total income, over the term of the customer contract. Customers are usually invoiced quarterly in advance and income is recognized on a straight-line basis over the quarter. Initial setup fees payable at the
beginning of customer contracts are deferred at inception and recognized in profit or loss on a straight-line basis over the initial term of the customer contract. Power revenues are recognized based on customers usage and are generally
matched with the corresponding costs.
Other services revenue, including managed services and customer installation services, including
equipment sales, are recognized when the services are rendered. Certain installation services and equipment sales, which by their nature are
non-recurring,
are presented as
Non-recurring
revenues and are recognized upon delivery of service.
Deferred revenues relating to
invoicing in advance and initial setup fees are carried on the statement of financial position as part of trade payables and other liabilities. Deferred revenues due to be recognized after more than one year are held in
non-current
liabilities.
Recurring revenue comprises revenue that is incurred monthly from colocation,
connectivity and associated power charges, office space, amortized
set-up
fees and certain recurring managed services (but excluding any ad hoc managed services) provided by us directly or through third
parties. Rents received for the sublease of unused sites are excluded.
Costs
Our cost base consists primarily of personnel, power and property costs.
42
We employ the majority of our personnel in operations and support roles that operate our data
centers 24 hours a day, 365 days a year. As of December 31, 2017, we employed 658 employees (excluding contractors and interim staff), of which 403 worked in operations and support, 129 in sales and marketing and 126 in general and
administrative roles. A data center typically requires a fixed number of personnel to run, irrespective of customer utilization. Increases in operations and support personnel occur when we bring new data centers into service. Our approach is, where
possible, to locate new data centers close to our existing data centers. In addition to other benefits of proximity, in some cases it also enables us to leverage existing personnel within a data center campus.
In 2017, 2016 and 2015, we invested resources in sales and marketing personnel to engage with our existing and potential customers on an
industry basis. This has enabled us to establish closer relationships with our customers thereby enabling us to understand and anticipate their needs and to forecast demand, helping us plan the scope and timing of our expansion activities.
Our customers equipment consumes significant amounts of power and generates heat. In recent years the amount of power consumed by an
individual piece of equipment, or power density, has increased as processing capacity has increased. In maintaining the correct environmental conditions for the equipment to operate most effectively, our cooling and air conditioning infrastructure
also consumes significant amounts of power. Our power costs are variable and directly dependent on the amount of power consumed by our customers equipment. Our power costs also increase as the Utilization rate of a data center increases.
Increases in power costs due to increased usage by our customers are generally matched by corresponding increases in power revenues.
The
unit price we pay for our energy also has an impact on our energy costs. We generally enter into contracts with local utility companies to purchase energy at fixed prices for periods of one or two years. Within substantially all of our customer
contracts, we have the right to adjust at any time the price we charge for our power services to enable us to recover increases in the unit price we pay.
We currently hold title to the AMS3, AMS6, AMS9, BRU1, CPH2, DUB3, FRA8, FRA10, FRA11, MRS1, PAR3, PAR5 and VIE properties, the MAD3 freehold
land and additional properties for future sites. We exercised certain purchase options and agreed to purchase the PAR7 freehold land on which we own the PAR7 data center and the AMS7 freehold land and properties. The PAR7 land and AMS7 land and
properties are currently reported as financial leases, and they continue to be reported as such until the acquisitions are completed.
For
the other leased properties on which our data centers are located, we generally seek to secure property leases for terms of 20 to 25 years. Where possible, we try to mitigate the long-term financial commitment by contracting for initial lease terms
for a minimum period of 10 to 15 years with the option for us either to (i) extend the leases for additional five-year terms or (ii) terminate the leases upon expiration of the initial
10-
to
15-year
term. Our leases generally have consumer price index based annual rent increases over the full term of the lease.
Larger increases in our property costs occur when we bring new data centers into service. This also has the effect of temporarily reducing our
overall Utilization rate while the utilization of the new data center increases as we sell to customers.
In addition, we enter into
annual maintenance contracts with our major plant and equipment suppliers. This cost increases as new maintenance contracts are entered into in support of new data center operations.
Operating Leverage
As a result of the
relatively fixed nature of our costs, we generally experience margin expansion as our Utilization rate at existing data centers increases. Our margins and the rate of margin expansion will vary based upon the scope and scale of our capacity
expansions, which affects our overall Utilization rate.
Adjusted EBITDA
Adjusted EBITDA is a
non-IFRS
measure. We believe Adjusted EBITDA provides useful supplemental
information to investors regarding our
on-going
operational performance because this measure helps us and our investors evaluate the
on-going
operating performance of
the business after removing the impact of our capital structure (primarily interest expense) and our asset base (primarily depreciation and amortization). Management believes that the presentation of Adjusted EBITDA, when combined with the primary
IFRS presentation of net income, provides a more complete analysis of our operating performance. Management also believes the use of Adjusted EBITDA facilitates comparisons between us and other data center operators (including other data center
operators that are REITs) and other infrastructure-based businesses. Adjusted EBITDA is also a relevant measure used in the financial covenants contained in our Revolving Facilities.
43
Other companies may present Adjusted EBITDA differently than we do. This measure is not a measure
of financial performance under IFRS. It should not be considered as an alternative to operating income or as a measure of liquidity, or as an alternative to net income as indicators of our operating performance or any other measure of performance
implemented in accordance with IFRS.
We define Adjusted EBITDA as operating income adjusted for the following items, which may occur in
any period, and which management believes are not representative of our operating performance:
|
|
|
Depreciation and amortization property, plant and equipment and intangible assets (except goodwill) are depreciated on a straight-line basis over the estimated useful life. We believe that these costs do not
represent our operating performance.
|
|
|
|
Share-based payments primarily the fair value at the grant date to employees of equity awards, which are recognized as an employee expense over the vesting period. We believe that this expense does not represent
our operating performance.
|
|
|
|
Income or expense related to the evaluation and execution of potential mergers or acquisitions (M&A) under IFRS, gains and losses associated with M&A activity are recognized in the period in
which such gains or losses are incurred. We exclude these effects because we believe they are not reflective of our
on-going
operating performance.
|
|
|
|
Adjustments related to terminated and unused data center sites these gains and losses relate to historical leases entered into for certain brownfield sites, with the intention of developing data centers, which
were never developed and which management has no intention of developing into data centers. We believe the impact of gains and losses related to unused data centers are not reflective of our business activities and our
on-going
operating performance.
|
In certain circumstances, we may also adjust for
other items that management believes are not representative of our current
on-going
performance. Examples include: adjustments for the cumulative effect of a change in accounting principle or estimate,
impairment losses, litigation gains and losses or windfall gains and losses.
A reconciliation from net income to Adjusted EBITDA is
provided in the section Results of operations and Adjusted EBITDA. Adjusted EBITDA and other key performance indicators may not be indicative of our historical results of operations, nor are they meant to be
predictive of future results.
Cash generated from operations
Cash generated from operations is defined as net cash flow from operating activities, excluding interest and corporate income tax payments and
receipts. Management believe that the exclusion of these items, provides useful supplemental information to net cash flows from operating activities, to aid investors in evaluating the cash generating performance of our business.
Net Finance Expense
Towards the end of
2006, we started an expansion program of our data centers based on customer demand. This program, closely matched to both customer demand and available capital resources, has since continued. We do not commit to a phase of an expansion or
construction of a data center unless we have cash and committed capital available to complete the phase. Since 2006, we have raised debt capital to fund our expansion program, which has contributed to increases in our finance expense. During the
period of construction of a data center, we capitalize the borrowing costs as part of the construction costs. We refinanced the Companys debt in February 2010, when we issued 200.0 million of 9.5% Senior Secured Notes, primarily
used to repay existing debt, and a further tap offering of 60.0 million in November 2010. In 2013, we issued 325.0 million of 6.0% Senior Secured Notes. The proceeds were used to purchase, redeem and discharge the
260.0 million of 9.5% Senior Secured Notes, pay fees and expenses incurred in connection with the refinancing, and for other general corporate purposes. In April 2014, we improved our funding to support growth by issuing
150.0 million of 6.00% Senior Secured Notes. This additional financing, combined with a 9.2 million mortgage for our BRU1 data center secured in 2014, was used to repay amounts drawn under our 2013 Super Senior Revolving
Facility and to fund further expansion projects. In December 2015, we secured a new 15.0 million mortgage for our FRA8 and FRA10 property, which will be used for further expansion projects. In 2016 we issued an additional
150.0 million of 6.00% Senior Secured Notes due 2020 and secured a 14.6 million mortgage on our VIE property. In addition, in 2017 we entered into a 100.0 million 2017 Senior Secured Revolving Facility, which was
fully drawn as of December 31, 2017.
44
In the year ended December 31, 2017, our net finance expense was 44.4 million,
which primarily consisted of interest expense of 41.4 million, foreign currency exchange losses of 1.7 million, 1.2 million amortization of premium received in connection with the issuance and sale in 2016 of the
additional 150.0 million 6.00% Senior Secured Notes due 2020, and interest income of 0.2 million in connection with a convertible loan issued to Icolo Ltd. For the full year 2016, our net finance expense was
36.3 million, which primarily consisted of interest expense of 34.9 million, foreign currency exchange losses of 0.8 million, 0.8 million amortization of premium received in connection with the issuance
and sale of the additional 150.0 million 6.00% Senior Secured Notes due 2020, and profit of 0.3 million in connection with the sale of a financial asset. For the full year 2015, our net finance expense was
29.0 million, which primarily consisted of interest expense of 30.3 million, profit from sale of a financial asset of 2.3 million and foreign currency exchange gains of 0.9 million.
The increase in net finance expense for the year ended December 31, 2017, was primarily due to the full-year interest expense on the
additional 150.0 million 6.00% Senior Secured Notes due 2020, which we issued in April 2016, utilization of the 100.0 million 2017 Senior Secured Revolving Facility, a positive adjustment of a financial lease obligation in
France in 2016, additional financing fees, and increased foreign currency exchange losses. We capitalized 3.1 million of borrowing costs in connection with the construction of new data center space in the year ended December 31,
2017, 3.5 million in the year ended December 31, 2016, and 2.6 million in the year ended December 31, 2015.
We discuss our capital expenditure, including intangible assets and our capital expansion program below in Liquidity and Capital
Resources
Income Tax Expense
Since inception, we generated significant tax loss carry forwards in all our jurisdictions. In 2006, we became taxable income positive and
began utilizing our tax loss carry forwards against taxable profits. As of December 31, 2017, we have recognized all our tax loss carry forwards. We expect the cash tax rate to trend up over the next two or three years towards underlying
effective tax rate levels.
Segment Reporting
We report our financials in two segments, which we have determined based on our management and internal reporting structure: the first is
France, Germany, The Netherlands and UK and the second is the Rest of Europe, which comprises our operations in Austria, Belgium, Denmark, Ireland, Spain, Sweden and Switzerland. Segment results, assets and liabilities include items directly
attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items are presented as Corporate and Other and mainly comprise general and administrative expenses, assets and liabilities associated
with our headquarters operations, provisions for onerous contracts (relating to the discounted amount of future losses expected to be incurred in respect of unused data center sites over the term of the relevant leases, as further explained below)
and revenue and expenses related to those onerous contracts, loans and borrowings and related expenses and income tax assets and liabilities. Segment capital expenditure, and intangible assets is the total cost directly attributable to a segment
incurred during the period to acquire property, plant and equipment.
45
Results of operations
Operating results for the years ended December 31, 2017, 2016 and 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
December 31,
|
|
|
Year ended December 31,
|
|
|
|
2017
(1)
|
|
|
2017
|
|
|
2016
(i)
|
|
|
2015
(i)
|
|
|
|
(U.S. $000,
except per
share amounts)
|
|
|
(000, except per share amounts)
|
|
Revenues
|
|
|
588,240
|
|
|
|
489,302
|
|
|
|
421,788
|
|
|
|
386,560
|
|
Cost of sales
|
|
|
(228,985
|
)
|
|
|
(190,471
|
)
|
|
|
(162,568
|
)
|
|
|
(151,613
|
)
|
Gross profit
|
|
|
359,255
|
|
|
|
298,831
|
|
|
|
259,220
|
|
|
|
234,947
|
|
Other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
M&A transaction break fee income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,923
|
|
Income from
sub-leases
on unused data center
sites
|
|
|
117
|
|
|
|
97
|
|
|
|
95
|
|
|
|
365
|
|
(Increase)/decrease in provision for site restoration
|
|
|
|
|
|
|
|
|
|
|
238
|
|
|
|
|
|
Other income
|
|
|
117
|
|
|
|
97
|
|
|
|
333
|
|
|
|
21,288
|
|
Sales and marketing costs
|
|
|
(40,232
|
)
|
|
|
(33,465
|
)
|
|
|
(29,941
|
)
|
|
|
(28,217
|
)
|
General and administrative costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
(130,141
|
)
|
|
|
(108,252
|
)
|
|
|
(89,835
|
)
|
|
|
(78,229
|
)
|
Share-based payments
|
|
|
(11,937
|
)
|
|
|
(9,929
|
)
|
|
|
(7,890
|
)
|
|
|
(9,047
|
)
|
Increase/(decrease) in provision for onerous lease contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
184
|
|
M&A transaction costs
|
|
|
(5,535
|
)
|
|
|
(4,604
|
)
|
|
|
(2,429
|
)
|
|
|
(11,845
|
)
|
Other general and administrative costs
|
|
|
(53,383
|
)
|
|
|
(44,405
|
)
|
|
|
(38,403
|
)
|
|
|
(35,454
|
)
|
General and administrative costs
|
|
|
(200,996
|
)
|
|
|
(167,190
|
)
|
|
|
(138,557
|
)
|
|
|
(134,391
|
)
|
Operating income
|
|
|
118,144
|
|
|
|
98,273
|
|
|
|
91,055
|
|
|
|
93,627
|
|
Net finance expense
|
|
|
(53,338
|
)
|
|
|
(44,367
|
)
|
|
|
(36,269
|
)
|
|
|
(29,022
|
)
|
Profit before taxation
|
|
|
64,806
|
|
|
|
53,906
|
|
|
|
54,786
|
|
|
|
64,605
|
|
Income tax expense
|
|
|
(17,840
|
)
|
|
|
(14,839
|
)
|
|
|
(16,450
|
)
|
|
|
(17,925
|
)
|
Net income
|
|
|
46,966
|
|
|
|
39,067
|
|
|
|
38,336
|
|
|
|
46,680
|
|
Basic earnings per share
|
|
|
0.66
|
|
|
|
0.55
|
|
|
|
0.54
|
|
|
|
0.67
|
|
Adjusted EBITDA
(2)
|
|
|
265,640
|
|
|
|
220,961
|
|
|
|
190,876
|
|
|
|
171,276
|
|
Notes:
(i)
|
Comparative figures for the years ended December 31, 2016 and 2015 were restated for errors referred to in Item 15 Controls and Procedures. For further information on these errors, see Notes 2 and 29 of
our 2017 consolidated financial statements, starting on page
F-1.
|
46
Operating results as a percentage of revenues for the years ended December 31, 2017, 2016
and 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2017
|
|
|
2016
(i)
|
|
|
2015
(i)
|
|
Revenues
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
Cost of sales
|
|
|
(39
|
%)
|
|
|
(39
|
%)
|
|
|
(39
|
%)
|
Gross profit
|
|
|
61
|
%
|
|
|
61
|
%
|
|
|
61
|
%
|
Other income
|
|
|
|
|
|
|
|
|
|
|
|
|
M&A transaction break fee income
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
5
|
%
|
Income from
sub-leases
on unused data center
sites
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
(Increase)/decrease in provision for site restoration
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
Other income
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
5
|
%
|
Sales and marketing costs
|
|
|
(7
|
%)
|
|
|
(7
|
%)
|
|
|
(7
|
%)
|
General and administrative costs
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
(22
|
%)
|
|
|
(21
|
%)
|
|
|
(20
|
%)
|
Share-based payments
|
|
|
(2
|
%)
|
|
|
(2
|
%)
|
|
|
(2
|
%)
|
(Increase)/decrease in provision for onerous lease contracts
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
M&A transaction costs
|
|
|
(1
|
%)
|
|
|
(1
|
%)
|
|
|
(3
|
%)
|
Other general and administrative costs
|
|
|
(9
|
%)
|
|
|
(9
|
%)
|
|
|
(9
|
%)
|
General and administrative costs
|
|
|
(34
|
%)
|
|
|
(32
|
%)
|
|
|
(34
|
%)
|
Operating income
|
|
|
20
|
%
|
|
|
22
|
%
|
|
|
24
|
%
|
Net finance expense
|
|
|
(9
|
%)
|
|
|
(9
|
%)
|
|
|
(8
|
%)
|
Profit before taxation
|
|
|
11
|
%
|
|
|
13
|
%
|
|
|
16
|
%
|
Income tax expense
|
|
|
(3
|
%)
|
|
|
(4
|
%)
|
|
|
(5
|
%)
|
Net income
|
|
|
8
|
%
|
|
|
9
|
%
|
|
|
12
|
%
|
Adjusted EBITDA
(2)
|
|
|
45
|
%
|
|
|
45
|
%
|
|
|
44
|
%
|
Notes:
(1)
|
The operating results for the year ended December 31, 2017, have been translated for convenience only based on the noon buying rate in The City of New York for cable transfers of euro as certified for customs
purposes by the Federal Reserve Bank of New York as of December 31, 2017, and for euro into U.S. dollars of 1.00 = U.S. 1.2022. See Item 3 Key InformationExchange Rate Information for additional information.
|
(2)
|
We define Adjusted EBITDA as operating income adjusted for depreciation and amortization, share-based payments, income or expense related to the evaluation and execution of potential mergers or acquisitions
(M&A), and adjustments related to terminated and unused data center sites. In certain circumstances, we may also adjust for other items that management believes are not representative of our current
on-going
performance. See
IntroductionNon-IFRS
Measures, Key Aspects of Our Financial ModelAdjusted EBITDA and
Adjusted EBITDA for a more detailed description.
|
(i)
|
Comparative figures for the years ended December 31, 2016 and 2015 were restated for errors referred to in Item 15 Controls and Procedures. For further information on these errors, see Notes 2 and 29 of
our 2017 consolidated financial statements, starting on page
F-1.
|
47
Reconciliation of Net income to Adjusted EBITDA, for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
|
Year Ended December 31,
|
|
|
|
2017
*
|
|
|
2017
|
|
|
2016
(i)
|
|
|
2015
(i)
|
|
|
|
(U.S. $000)
|
|
|
(000)
|
|
Other financial data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
46,966
|
|
|
|
39,067
|
|
|
|
38,336
|
|
|
|
46,680
|
|
Income tax expense
|
|
|
17,840
|
|
|
|
14,839
|
|
|
|
16,450
|
|
|
|
17,925
|
|
Profit before taxation
|
|
|
64,806
|
|
|
|
53,906
|
|
|
|
54,786
|
|
|
|
64,605
|
|
Net finance expense
|
|
|
53,338
|
|
|
|
44,367
|
|
|
|
36,269
|
|
|
|
29,022
|
|
Operating income
|
|
|
118,144
|
|
|
|
98,273
|
|
|
|
91,055
|
|
|
|
93,627
|
|
Depreciation and amortization
|
|
|
130,141
|
|
|
|
108,252
|
|
|
|
89,835
|
|
|
|
78,229
|
|
Share-based payments
|
|
|
11,937
|
|
|
|
9,929
|
|
|
|
7,890
|
|
|
|
9,047
|
|
(Increase)/decrease in provision for onerous lease contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(184
|
)
|
M&A transaction break fee income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(20,923
|
)
|
M&A transaction costs
|
|
|
5,535
|
|
|
|
4,604
|
|
|
|
2,429
|
|
|
|
11,845
|
|
Income from
sub-leases
on unused data center
sites
|
|
|
(117
|
)
|
|
|
(97
|
)
|
|
|
(95
|
)
|
|
|
(365
|
)
|
Increase/(decrease) in provision for site restoration
|
|
|
|
|
|
|
|
|
|
|
(238
|
)
|
|
|
|
|
Adjusted EBITDA
*
|
|
|
265,640
|
|
|
|
220,961
|
|
|
|
190,876
|
|
|
|
171,276
|
|
Notes:
*
|
References are to the footnotes above.
|
(1)
|
(Increase)/decrease in provision for onerous lease contracts does not reflect the income from subleases on unused data center sites.
|
(i)
|
Comparative figures for the years ended December 31, 2016 and 2015 were restated for errors referred to in Item 15 Controls and Procedures. For further information on these errors, see Notes 2 and 29 of
our 2017 consolidated financial statements, starting on page
F-1.
|
48
Some of our key performance indicators as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
Equipped space
(1)
(square meters)
|
|
|
122,500
|
|
|
|
110,800
|
|
|
|
101,200
|
|
Utilization rate
(2)
(%)
|
|
|
81
|
%
|
|
|
79
|
%
|
|
|
78
|
%
|
Notes:
(1)
|
Equipped space is the amount of data center space that, on the date indicated, is equipped and either sold or could be sold, without making any additional investments to common infrastructure. Equipped space at a
particular data center may decrease if either (a) the power requirements of customers at such data center change so that all or a portion of the remaining space can no longer be sold because the space does not have enough power and/or common
infrastructure to support it without further investment or (b) if the design and layout of a data center changes to meet, among others, fire regulations or customer requirements, and necessitates the introduction of common space, such as
corridors, which cannot be sold to individual customers.
|
(2)
|
Utilization rate is, on the relevant date, Revenue generating space as a percentage of Equipped space; some Equipped space is not fully utilized due to customers specific requirements on the layout of their
equipment. In practice, therefore, Utilization rate may not reach 100%.
|
Years Ended December 31, 2017 and 2016
Revenue
Revenue for the years ended
December 31, 2017 and 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
Change
|
|
|
|
2017
|
|
|
%
|
|
|
2016
|
|
|
%
|
|
|
|
|
|
%
|
|
|
|
(000, except percentages)
|
|
Recurring revenue
|
|
|
462,516
|
|
|
|
95
|
|
|
|
399,958
|
|
|
|
95
|
|
|
|
62,558
|
|
|
|
16
|
|
Non-recurring
revenue
|
|
|
26,786
|
|
|
|
5
|
|
|
|
21,830
|
|
|
|
5
|
|
|
|
4,956
|
|
|
|
23
|
|
Revenue
|
|
|
489,302
|
|
|
|
100
|
|
|
|
421,788
|
|
|
|
100
|
|
|
|
67,514
|
|
|
|
16
|
|
Revenue increased to 489.3 million for the year ended December 31, 2017, from
421.8 million for the year ended December 31, 2016, an increase of 16%. Recurring revenue increased by 16% and
Non-recurring
revenue was 5% of total revenue for the year ended December 31,
2017, and 5% of total revenue for the year ended December 31, 2016. The periodover-period growth in Recurring revenue was primarily the result of an increase of approximately 12,600 square meters in Revenue generating space as a result of
sales both to existing and new customers in all our regions.
Cost of Sales
Cost of sales increased to 190.5 million for the year ended December 31, 2017, from 162.6 million for the year ended
December 31, 2016, an increase of 17%. Cost of sales was 39% of revenue for each of the years ended December 31, 2017, and 2016. The increase in cost of sales related to our overall revenue growth and data center expansion projects,
including (i) an increase of 10.6 million in energy usage costs, (ii) an increase of 7.9 million in costs for operation and support personnel, (iii) an increase of 2.0 million in gross rent,
(iv) an increase of 1.7 million in security costs, and (v) an increase of 1.3 million in maintenance costs commensurate with growth. Equipped space increased by approximately 11,700 square meters during the year ended
December 31, 2017, as a result of expansions to existing data centers in Paris, Marseille, Amsterdam, Vienna, Copenhagen and Stockholm, and to the construction of new data centers in Frankfurt.
49
Other Income
Other income represents income that we do not consider part of our core business. It includes transaction
break-fee
income, income from the subleases on unused data center sites, and any increase/(decrease) in provisions for site restoration.
Sales and Marketing Costs
Our sales and
marketing costs increased to 33.5 million for the year ended December 31, 2017, from 29.9 million for the year ended December 31, 2016, an increase of 12%. Sales and marketing costs were 7% of revenue for each of the
years ended December 31, 2017 and 2016.
The increase in sales and marketing costs was primarily a result of increased compensation
and related costs as a result of increases in employee headcount and marketing expenses associated with our continued investment in our go to market strategy.
General and Administrative Costs
General
and administrative costs consist of depreciation, amortization and impairments, share-based payments, increase/(decrease) in provision for onerous lease contracts and other general and administrative costs.
Depreciation, amortization and impairments increased to 108.3 million for the year ended December 31, 2017, from
89.8 million for the year ended December 31, 2016, an increase of 20%. Depreciation, amortization and impairments was 22% of revenue for the year ended December 31, 2017, and 21% for the year ended December 31, 2016. The
increase was a result of our
on-going
investment in new data centers and data center expansions.
In determining Adjusted EBITDA we add back share-based payments. For the year ended December 31, 2017, we recorded share-based payments
of 9.9 million, an increase of 26% from the year ended December 31, 2016. In determining Adjusted EBITDA we also add back increase/(decrease) in provision for onerous lease contracts and the changes in the provision for site
restoration. We also add back M&A transaction related costs and income, which amounted to 4.6 million of expenses in 2017 and 2.4 million in 2016.
Other general and administrative costs increased to 44.4 million for the year ended December 31, 2017, from
38.4 million for the year ended December 31, 2016, an increase of 16%. Other general and administrative costs were 9% of revenue for the years ended December 31, 2017 and December 31, 2016. The increase in the other general
and administrative costs was due to increases in professional advisory services, in software licenses, and in salaries associated with a larger headcount and higher external hires.
Net Finance Expense
Net finance expense
increased to 44.4 million for the year ended December 31, 2017 from 36.3 million for the year ended December 31, 2016, an increase of 22%. Net finance expense was 9% of revenue for the year ended December 31,
2017 and December 31, 2016. The increase in net finance expense for the year ended December 31, 2017, was primarily due to the full-year interest expense on the additional 150.0 million 6.00% Senior Secured Notes due 2020 which
we issued in April 2016, utilization of the 100.0 million 2017 Senior Secured Revolving Facility, a positive adjustment of a financial lease obligation in France in 2016, additional financing fees, and increased foreign currency exchange
losses. In the year ended December 31, 2017, we capitalized 3.1 million of borrowing costs during the period of construction of new data center space, compared with 3.5 million in the year ended December 31, 2016.
Income Taxes
Income tax expense was
14.8 million for the year ended December 31, 2017, compared with 16.4 million for the year ended December 31, 2016. The decrease in income tax expense was primarily a result of a change in the mix of profits from
countries with a higher tax rate to countries with a lower tax rate. The effective income tax rate of 28% in the year ended December 31, 2017, compared with 30% for the year ended December 31, 2016, was affected by the change in the profit
mix noted above and
non-significant
return to provision adjustments, resulting in a tax benefit in the year ended December 31, 2017, as opposed to an additional tax expense in the year ended
December 31, 2016.
We recorded current tax expenses of 13.8 million for the year ended December 31, 2017, and
11.4 million for the year ended December 31, 2016. We recorded a deferred tax expense of 1.0 million for the year ended December 31, 2017, and a deferred tax
50
expense of 5.0 million for the year ended December 31, 2016. Deferred tax is charged for the annual movements in temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation purposes. The increase in current tax expenses is mainly due to the decreased availability of carry forward losses to offset taxable profits within the group. The
decrease in deferred tax expenses was mainly due to the addition of losses in certain countries, which was partly offset by the full utilization of tax losses in other countries.
Years Ended December 31, 2016 and 2015
Revenue
Revenue for the years ended December 31, 2016 and 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
Change
|
|
|
|
2016
|
|
|
%
|
|
|
2015
|
|
|
%
|
|
|
|
|
|
%
|
|
|
|
(000, except percentages)
|
|
Recurring revenue
|
|
|
399,958
|
|
|
|
95
|
|
|
|
365,175
|
|
|
|
94
|
|
|
|
34,783
|
|
|
|
10
|
|
Non-recurring
revenue
|
|
|
21,830
|
|
|
|
5
|
|
|
|
21,385
|
|
|
|
6
|
|
|
|
445
|
|
|
|
2
|
|
Revenue
|
|
|
421,788
|
|
|
|
100
|
|
|
|
386,560
|
|
|
|
100
|
|
|
|
35,228
|
|
|
|
9
|
|
Revenue increased to 421.8 million for the year ended December 31, 2016, from
386.6 million for the year ended December 31, 2015, an increase of 9%. Recurring revenue increased by 10% and
Non-recurring
revenue was 5% of total revenue for the year ended December 31,
2016, and 6% of total revenue for the year ended December 31, 2015. The periodover-period growth in Recurring revenue was primarily the result of an increase of approximately 8,100 square meters in Revenue generating space as a result of
sales both to existing and new customers in all our regions.
Cost of Sales
Cost of sales increased to 162.6 million for the year ended December 31, 2016, from 151.6 million for the year ended
December 31, 2015, an increase of 7%. Cost of sales was 39% of revenue for each of the years ended December 31, 2016, and 2015. The increase in cost of sales related to our overall revenue growth and data center expansion projects,
including (i) an increase of 5.8 million in energy usage costs, (ii) an increase of 2.1 million in maintenance costs, and (iii) an increase of 2.1 million in costs for operation and support personnel
commensurate with growth. Equipped space increased by approximately 9,600 square meters during the year ended December 31, 2016, as a result of expansions to existing data centers in Dusseldorf, Frankfurt, Marseille, Paris, Stockholm and
Vienna, and to the construction of new data centers in Amsterdam, Copenhagen, Dublin and Frankfurt.
Other Income
Other income represents income that we do not consider part of our core business. It includes transaction
break-fee
income, income from the subleases on unused data center sites, and any increase/(decrease) in provisions for site restoration.
Sales and Marketing Costs
Our sales and
marketing costs increased to 29.9 million for the year ended December 31, 2016, from 28.2 million for the year ended December 31, 2015, an increase of 6%. Sales and marketing costs were 7% of revenue for each of the
years ended December 31, 2016, and 2015.
The increase in sales and marketing costs was primarily a result of increased compensation
and related costs as a result of increases in employee headcount and marketing expenses associated with our continued strategy to invest in our industry-focused customer development and acquisition approach.
General and Administrative Costs
General
and administrative costs consist of depreciation, amortization and impairments, share-based payments, increase/(decrease) in provision for onerous lease contracts and other general and administrative costs.
51
Depreciation, amortization and impairments increased to 89.8 million for the year
ended December 31, 2016, from 78.2 million for the year ended December 31, 2015, an increase of 15%. Depreciation, amortization and impairments was 21% of revenue for the year ended December 31, 2016, and 20% for the year
ended December 31, 2015. The increase was a result of new data centers and data center expansions.
In determining Adjusted EBITDA we
add back share-based payments. For the year ended December 31, 2016, we recorded share-based payments of 7.9 million, a decrease of 13% from the year ended December 31, 2015. In determining Adjusted EBITDA we also add back
increase/(decrease) in provision for onerous lease contracts and the changes in the provision for site restoration. Finally, we also add back M&A transaction related costs and income, which included 2.4 million of expenses in 2016 and
9.1 million of income in 2015.
Other general and administrative costs increased to 38.4 million for the year ended
December 31, 2016, from 35.5 million for the year ended December 31, 2015, an increase of 8%. Other general and administrative costs were 9% of revenue for the years ended December 31, 2016 and December 31, 2015. The
increase in the other general and administrative costs was due to an increase in the costs for professional advisory services, insurance and an increase in salaries associated with a larger headcount and higher external hires.
Net Finance Expense
Net finance expense
increased to 36.3 million for the year ended December 31, 2016 from 29.0 million for the year ended December 31, 2015, an increase of 25%. Net finance expense was 9% of revenue for the year ended December 31,
2016 and 8% of revenue for the year ended December 31, 2015. The increase in net finance expense for the year ended December 31, 2016, was primarily due to the impact of the issuance in April 2016 of the 150.0 million 6.00%
Senior Secured Notes due 2020, additional mortgage financing for our VIE property, and a new finance lease for our AMS8 data center. In addition, the net finance expense in 2015 was positively affected by the profit from the sale of our iStream
shares, amounting to 2.3 million. In the year ended December 31, 2016, we capitalized 3.5 million of borrowing costs during the period of construction of new data center space, compared with 2.6 million in the
year ended December 31, 2015.
Income Taxes
Income tax expense was 16.4 million for the year ended December 31, 2016, compared with 17.9 million for the year
ended December 31, 2015. The decrease in income tax expense was primarily a result of a decrease in profit before taxation in 2016 due to the net impact of M&A transaction costs and M&A break
fee-related
income in 2015, but was partly offset by the shift in profits from countries with a lower tax rate to countries with a higher tax rate. The effective income tax rate of 30% in the year ended
December 31, 2016, compared with 28% for the year ended December 31, 2015, was affected by the shift in profits from countries with a lower tax rate to countries with a higher tax rate and the recognition of previously unrecognized tax
losses.
We recorded current tax expenses of 11.4 million for the year ended December 31, 2016, and 9.2 million for the year
ended December 31, 2015. We recorded a deferred tax expense of 5.0 million for the year ended December 31, 2016, and a deferred tax expense of 8.8 million for the year ended December 31, 2015. Deferred tax is
charged for the annual movements in temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The increase in current tax expenses is mainly due to the
increased contribution from profits in countries with low tax rates to countries with high tax rates. The decrease in deferred tax expenses was mainly due to the use of previously unrecognized tax losses, and the revaluation of deferred tax
positions due to the change in certain tax rates.
Liquidity and Capital Resources
As of December 31, 2017, our total indebtedness consisted of (i) 625.0 million 6.00% Senior Secured Notes due 2020, (ii)
amounts drawn under our 2017 Senior Secured Revolving Facility totaling 100.0 million (iii) other debt and finance lease obligations totaling 51.1 million and (iv) mortgages totaling 53.6 million. The
borrowing requirements of the Company are not subject to significant seasonality. Under our 2017 Senior Secured Revolving Facility and 2013 Super Senior Revolving Facility, interest is based on a floating rate index. The interest expense on the
remainder of our outstanding indebtedness is based on a fixed rate, except for our mortgages. Our PAR3, PAR5, BRU1, AMS3, AMS6, FRA8/FRA10 and VIE mortgages are subject to a floating interest rate of EURIBOR plus an individual margin ranging from
195 to 275 basis points. The interest rates on the mortgages secured by our PAR3 and PAR5 properties have been swapped to a fixed rate for approximately 75% of the principal outstanding amounts for a period of ten years.
52
As of December 31, 2017, the interest payable under the 2013 Super Senior Revolving Facility
on (i) any EUR amounts drawn would be at the rate of EURIBOR plus 350 basis points per annum, (ii) any Danish kroner amounts drawn would be at the rate of CIBOR plus 350 basis points per annum, (iii) any Swedish Krona amounts drawn
would be at the rate of STIBOR plus 350 basis points per annum and (iv) other applicable currencies, including GBP, amounts drawn at the rate of LIBOR plus 350 basis points per annum. The 2013 Super Senior Revolving Facility was undrawn as of
December 31, 2017. As of December 31, 2017, the interest payable under the 2017 Senior Secured Revolving Facility on any EUR amounts drawn was at the rate of EURIBOR (subject to a zero percent floor) plus 225 basis points per annum. The
2017 Senior Secured Revolving Facility was fully drawn as of December 31, 2017.
Historically, we have made significant investments
in our property, plant and equipment and intangible assets in order to expand our data center footprint and total Equipped space as we have grown our business. In the year ended December 31, 2017, we invested 256.0 million in both
property, plant and equipment (247.2 million) and intangible assets (8.8 million, excluding acquisition goodwill). Of our investments in property, plant and equipment, 224.8 million was attributed to expansion capital
expenditure and the remainder was attributed to maintenance and other capital expenditure. In addition, we invested 77.5 million in the acquisition of InterXion Science Park B.V., in February 2017. In the year ended December 31,
2016, we invested 250.9 million in both property, plant and equipment (242.0 million) and intangible assets (8.9 million). Of our investments in property, plant and equipment, 228.8 million was attributed to
expansion capital expenditure and the remainder was attributed to maintenance and other capital expenditure. In the year ended December 31, 2015, we invested 192.6 million in both property, plant and equipment (186.1 million),
and intangible assets (6.5 million). Of our investments in property, plant and equipment, 175.7 million was attributed to expansion capital expenditure and the remainder was attributed to maintenance and other capital expenditure.
Although in any one year the amount of maintenance and replacement capital expenditure may vary, we expect that long-term such expenses will be between 4% and 6% of total revenue.
As of December 31, 2017, we had 38.5 million of cash and cash equivalents. A limited amount of the Companys total cash
balance may be subject to certain restrictions in select countries and cannot be repatriated without a tax implication. The amount of cash that cannot be repatriated without a tax implication is negligible to the total liquidity of our business.
As of December 31, 2017, our 2017 Senior Secured Revolving Facility was fully drawn and our 2013 Super Senior Revolving Facility was
undrawn.
In addition, on March 16, 2018, we entered into the 2018 Subordinated Revolving Facility Agreement. For further
information, see Restrictive Covenants Under Certain Financing Agreements2018 Subordinated Revolving Facility Agreementand Item 10 Additional InformationMaterial ContractsThe 2018 Subordinated Revolving
Facility Agreement dated as of March 16, 2018 (as amended and/or restated from time to time), among InterXion Holding N.V. and the financial institutions party thereto, as Lenders, ABN AMRO Bank N.V. as agent.
Our policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development
of the business. We monitor the return on capital. See Note 21 to our 2017 consolidated financial statements Financial instruments for more details about capital management.
Sources and Uses of Cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
(000)
|
|
Cash generated from operations
|
|
|
209,013
|
|
|
|
183,388
|
|
|
|
169,388
|
|
Net cash flows from/(used in) operating activities
|
|
|
155,246
|
|
|
|
139,397
|
|
|
|
127,070
|
|
Net cash flows from/(used in) investing activities
|
|
|
(335,620
|
)
|
|
|
(251,400
|
)
|
|
|
(187,505
|
)
|
Net cash flows from/(used in) financing activities
|
|
|
104,597
|
|
|
|
173,959
|
|
|
|
18,190
|
|
Net cash flows from/(used in) operating activities
The increase in net cash flows from operating activities in the year ended December 31, 2017, compared to the year ended December 31,
2016, was primarily due to our improved operating performance. The increase in net cash flows from operating activities in the year ended December 31, 2016, compared to the year ended December 31, 2015 was primarily due to our improved
operating performance combined with improved net working capital movements. In addition, the operating cash flow in 2015 was affected by the 9.1 million net impact of M&A transaction
break-fee
income and M&A transaction cost.
53
Net cash flows from/(used in) investing activities
The increase in net cash flows used in investing activities in the year ended December 31, 2017, compared with the year ended
December 31, 2016, was primarily the result of the acquisition of Interxion Science Park in February 2017 for 77.5 million. Furthermore, the purchase of property, plant and equipment primarily related to the addition and expansion of
data centers in Frankfurt, Paris, Vienna, Amsterdam, Copenhagen and Stockholm contributed to the increase in net cash flows used in investing activities.
The increase in net cash flows used in investing activities in the year ended December 31, 2016, compared with the year ended
December 31, 2015, was primarily the result of higher investments in data center assets in 2016. Capital expenditure in the year ended December 31, 2016, primarily related to the addition and expansion of data centers in Frankfurt,
Amsterdam, Paris, Dublin, Vienna and Marseille. Capital expenditure in the year ended December 31, 2015, primarily related to the addition and expansion of data centers in Amsterdam, Marseille, Vienna, Frankfurt and Stockholm.
Net cash flows from /(used in) financing activities
Net cash flows from financing activities during the year ended December 31, 2017, were principally the result of 100.0 million
net proceeds from our 2017 Senior Secured Revolving Facility. Net cash flows from financing activities during the year ended December 31, 2016, were principally the result of 155.3 million in net proceeds from the offering of the
additional 150.0 million 6.00% Senior Secured Notes due 2020 and 14.6 million in gross proceeds drawn under the new mortgage on our VIE property. Net cash flows from financing activities during the year ended December 31,
2015, were principally the result of the 14.9 million proceeds from the new mortgage on our FRA8 and FRA10 data centers, which we drew in December 2015, and 5.7 million proceeds from the exercises of stock options under our
Equity-based incentive plan. This was partially offset by repayments on mortgages in The Netherlands, France and Belgium.
We anticipate
that cash flows from operating activities and available credit from our Revolving Facilities will be sufficient to meet our operating requirements on a short-term (12 month) and long-term basis, including the repayment of drawings under our
100.0 million 2017 Senior Secured Revolving Facility as of December 31, 2017, of our other debt as it becomes due, and to complete our publicly announced expansion projects.
The Company assesses its capital raising and refinancing needs on an
on-going
basis and may enter into
additional credit facilities and seek to issue equity and/or debt securities in the domestic and international capital markets if market conditions are favorable. Also, depending on market conditions, the Company may elect to repurchase portions of
its debt securities in the open market, pursuant to the redemption provisions in the applicable indenture or otherwise.
Optional Redemption of the
Senior Secured Notes
At any time on or after July 15, 2016, and before maturity, upon not less than 10 and not more than 60
days notice, we may redeem all or part of the Senior Secured Notes. These redemptions will be in amounts of 100,000 or integral multiples of 1,000 in excess thereof at the following redemption prices (expressed as percentages of
their principal amount at maturity), plus accrued and unpaid interest, if any, to the redemption date, if redeemed during the
12-month
period commencing on July 15 of the years set forth below.
|
|
|
|
|
Year
|
|
Redemption Price
|
|
2017
|
|
|
103.000
|
%
|
2018
|
|
|
101.500
|
%
|
2019 and thereafter
|
|
|
100.000
|
%
|
Any optional redemption or notice thereof may, at our discretion, be subject to one or more conditions
precedent.
Redemption Upon Changes in Withholding Taxes
We may, at our option, redeem the Notes, in whole but not in part, at any time upon giving not less than 10 and not more than 60
54
days notice to the Holders, at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest thereon, if any, to the redemption date and all
Additional Amounts, if any, then due and which will become due on the date of redemption as a result of the redemption or otherwise, if we determine in good faith that we or any guarantor is or, on the next date on which any amount would be payable
in respect of the Notes, would be obliged to pay Additional Amounts which are more than a de minimis amount in respect of the Notes or the Guarantees pursuant to the terms and conditions thereof, which we or any guarantor cannot avoid by the use of
reasonable measures available to it (including making payment through a paying agent located in another jurisdiction), as a result of:
|
(a)
|
any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of any relevant taxing jurisdiction affecting taxation, which becomes effective on or after the date of the Indenture or,
if the relevant taxing jurisdiction has changed since the date of the Indenture, on or after the date on which the then current relevant taxing jurisdiction became the relevant taxing jurisdiction under the Indenture; or
|
|
(b)
|
any change in the official application, administration, or interpretation of the laws, treaties, regulations or rulings of any relevant taxing jurisdiction (including a holding, judgment or order by a court of competent
jurisdiction) on or after the date of the Indenture or, if the relevant taxing jurisdiction has changed since the date of the Indenture, on or after the date on which the then current relevant taxing jurisdiction became the relevant taxing
jurisdiction under the Indenture (each of the foregoing clauses (a) and (b), a Change in Tax Law).
|
The
Notes also contain standard change of control provisions, which require the Company to make an offer to each holder of Notes to purchase such holders Notes in cash equal to 101% of the principal amount thereof, plus accrued and unpaid
interest, if any, to the date of purchase, upon the occurrence of a change of control (as defined in the indenture for the Notes).
Definitions:
Additional Amounts means amounts the Issuer or Guarantor, as the case may be, shall pay as may be necessary so that the net amount
received by each Holder of the Notes (including Additional Amounts) after withholding or deduction on account of any such taxes from any payment made under or with respect to the Notes shall be not less than the amount that such Holder would have
received if such taxes had not been required to be withheld or deducted.
Applicable Redemption Premium means, with respect to any Note on any
redemption date, the greater of:
|
a)
|
1.0% of the principal amount of the Note; and
|
|
(i)
|
the present value at such redemption date of: (x) the redemption price of such Note at July 15, 2016 (such redemption price being set forth in the table appearing on the face of the Notes); plus (y) all
required interest payments that would otherwise be due to be paid on such Note during the period between the redemption date and July 15, 2016 (excluding accrued but unpaid interest), computed using a discount rate equal to the bund rate plus
50 basis points; over
|
|
(ii)
|
the outstanding principal amount of the Note.
|
For the avoidance of doubt, calculation of the Applicable
Redemptions Premium shall not be a duty or obligation of the trustee or any paying agent.
Holder means the person in whose name a Note is
recorded on the registrars books.
Indenture means the indenture dated as of July 3, 2013, among InterXion Holding N.V., as Issuer,
InterXion Belgium N.V., InterXion Danmark ApS, InterXion Carrier Hotel Limited, InterXion Österreich GmbH, InterXion Datacenters B.V., InterXion Deutschland GmbH, Interxion España S.A., InterXion France SAS, InterXion HeadQuarters B.V.,
InterXion Ireland DAC, InterXion Nederland B.V. and InterXion Operational B.V., as initial guarantors, 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 registrar and Luxembourg paying agent and Barclays Bank PLC, as security trustee, as may be amended or supplemented from time to time.
Issuer means InterXion Holding N.V.
Notes means the 625.0 million 6.00% Senior Secured Notes due 2020, including Additional Notes issued under the Indenture.
55
Restrictive Covenants Under Certain Financing Agreements
2013 Super Senior Revolving Facility and 2017 Senior Secured Revolving Facility
The senior secured revolving facility agreement dated as of March 9, 2017 (as amended and/or restated from time to time) (2017
Senior Secured Revolving Facility Agreement), among the Company as original borrower, the lenders named therein and Barclays Bank PLC as agent and security trustee, provides for the 2017 Senior Secured Revolving Facility. The super senior
revolving facility agreement dated June 17, 2013 (as amended and/or restated from time to time) (the 2013 Super Senior Revolving Facility Agreement and together with the 2017 Senior Secured Revolving Facility Agreement, the
Revolving Facility Agreements), among the Company as original borrower, the lenders named therein and Barclays Bank PLC as agent and security trustee, provides for the 2013 Super Senior Revolving Facility.
Each Revolving Facility Agreement contains various covenants that restrict, among other things and subject to certain exceptions, the ability
of the Company and its subsidiaries to:
|
|
|
incur debt and/or guarantees;
|
|
|
|
enter into transactions other than at
arms-length
basis;
|
|
|
|
pay dividends or make certain distributions or payments;
|
|
|
|
engage, in relation to the Company, in any business activity or own assets or incur liabilities not authorized by the Revolving Facilities Agreement;
|
|
|
|
sell certain kinds of assets;
|
|
|
|
enter into any sale and leaseback transactions;
|
|
|
|
make certain investments or other types of restricted payments;
|
|
|
|
substantially change the nature of the Company or the Groups business;
|
|
|
|
designate unrestricted subsidiaries; and
|
|
|
|
effect mergers, consolidations or sale of assets.
|
The restrictive covenants are subject to
customary exceptions including, in relation to the incurrence of subordinated debt, a consolidated fixed charge ratio (calculated as a ratio of Adjusted EBITDA to consolidated interest expense) to exceed 2.00 to 1.00 on a pro forma basis for the
four full fiscal quarters (taken as one period) for which financial statements are available immediately preceding the incurrence of such debt and, if such debt is senior debt, a consolidated senior leverage ratio (calculated as a ratio of
outstanding senior debt of the Company and its restricted subsidiaries (on a consolidated basis) to pro forma Adjusted EBITDA) to be less than 4.00 to 1.00 on a pro forma basis for the four full fiscal quarters (taken as one period) for which
financial statements are available immediately preceding the incurrence of such debt.
Each of the Revolving Facility Agreements also
includes a leverage ratio financial covenant (tested on a quarterly basis), which requires total net debt (calculated as a ratio to pro forma Adjusted EBITDA) not to exceed 4.75 to 1.00, stepping down to 4.00 to 1.00 for each test date after (but
not including) June 30, 2018. In addition, the Company must ensure, under each of the Revolving Facility Agreements, that the guarantors represent a certain percentage of Adjusted EBITDA of the Group as a whole and a certain percentage of the
consolidated net assets of the Group as a whole. The breach of any of these covenants by the Company or the failure by the Company to maintain its leverage ratio could result in a default under either of the Revolving Facility Agreements.
On February 20, 2018, the Company received the requisite consents from lenders under its 2013 Super Senior Revolving Facility Agreement
to waive, from the date of such consent becoming effective and up to, and including, May 1, 2018, the undertaking requiring certain material subsidiaries of the Company to accede to the 2013 Super Senior Revolving Facility Agreement as
additional guarantors and, for the same period, to reduce the guarantor coverage threshold as a percentage of the groups consolidated adjusted EBITDA (as more fully set out in the 2013 Super Senior Revolving Facility Agreement) from 85% to
80%. On April 19, 2018, the Company received the requisite consents from lenders under its 2013 Super Senior Revolving Facility Agreement to extend the foregoing waivers, up to, and including, July 31, 2018.
On February 19, 2018 the Company also received the requisite consents from lenders under its 2017 Senior Secured Revolving
56
Facility Agreement to extend the date by which certain subsidiaries of the Company are required to accede to the 2017 Senior Secured Revolving Facility Agreement as guarantors to April 30,
2018. On April 20, 2018, the Company received the requisite consents from lenders under its 2017 Senior Secured Revolving Facility Agreement to extend the foregoing waivers, up to, and including, July 31, 2018.
The Company also received, on March 1, 2018, the requisite consents from lenders under its 2017 Senior Secured Revolving Facility
Agreement in relation to entering into the 2018 Subordinated Revolving Facility Agreement (as defined below).
The breach of any of these
covenants by the Company or the failure by the Company to maintain its leverage ratio could result in a default under the Revolving Facility Agreements. As of December 31, 2017, the Company was in compliance with all covenants under the
Revolving Facility Agreements.
2018 Subordinated Revolving Facility Agreement
The subordinated unsecured revolving facility agreement dated as of March 16, 2018 (the 2018 Subordinated Revolving Facility
Agreement), among the Company as original borrower, the lenders named therein and ABN AMRO Bank N.V. as agent provides for the 2018 Subordinated Revolving Facility.
The 2018 Subordinated Revolving Facility Agreement has an initial maturity date of December 31, 2018, with an option to extend up to
December 31, 2019 (subject to satisfying certain conditions therein).
The 2018 Subordinated Revolving Facility is subordinated in
right of payment to any debt of the Company or any restricted subsidiary outstanding under each of the 2013 Super Senior Revolving Facility, the 2017 Senior Secured Revolving Facility, the Senior Secured Notes and any other debt of the Company or
any restricted subsidiary, unless the instrument under which such debt is incurred expressly provides that it is
pari passu
or subordinated in right of payment to the 2018 Subordinated Revolving Facility. In addition, the 2018 Subordinated
Revolving Facility is subject to customary payment block and enforcement standstill provisions, in each case, with a long stop date of 179 days.
Borrowings under the 2018 Subordinated Revolving Facility, among other things, are subject to an aggregate principal amount of not less than
180,000,000 (or its equivalent) being outstanding under the 2013 Super Senior Revolving Facility and/or the 2017 Senior Secured Revolving Facility on the utilization date of the 2018 Subordinated Revolving Facility.
The 2018 Subordinated Revolving Facility Agreement contains various covenants that restrict, among other things and subject to certain
exceptions, the ability of the Company and its subsidiaries to:
|
|
|
enter into transactions other than at
arms-length
basis;
|
|
|
|
pay dividends or make certain distributions or payments;
|
|
|
|
engage, in relation to the Company, in any business activity or own assets or incur liabilities not authorized by the 2018 Subordinated Revolving Facility Agreement;
|
|
|
|
sell certain kinds of assets;
|
|
|
|
enter into any sale and leaseback transactions;
|
|
|
|
make certain investments or other types of restricted payments;
|
|
|
|
substantially change the nature of the Company or the Groups business;
|
|
|
|
designate unrestricted subsidiaries; and
|
|
|
|
effect mergers, consolidations or sale of assets.
|
The restrictive covenants are subject to
customary exceptions including, in relation to the incurrence of additional debt, a consolidated fixed charge ratio (calculated as a ratio of Adjusted EBITDA to consolidated interest expense) to exceed 2.00 to 1.00 on a pro forma basis for the four
full fiscal quarters (taken as one period) for which financial statements are available immediately preceding the incurrence of such debt.
57
The 2018 Subordinated Revolving Facility Agreement also includes a leverage ratio financial
covenant (tested on a quarterly basis), which requires total net debt (calculated as a ratio to pro forma Adjusted EBITDA) not to exceed 4.75 to 1.00.
The 2018 Subordinated Revolving Facility Agreement is unsecured and is not guaranteed.The breach of any of these covenants by the Company or
the failure by the Company to maintain its leverage ratio could result in a default under the 2018 Subordinated Revolving Facility Agreement.
Senior
Secured Notes Indenture
The Indenture contains covenants for the benefit of the holders of the Notes that restrict, among other things
and subject to certain exceptions, the ability of the Company and its subsidiaries to:
|
|
|
enter into certain transactions with, or for the benefit of, an affiliate;
|
|
|
|
create or incur certain liens;
|
|
|
|
incur a change in control;
|
|
|
|
pay dividends or make certain distributions or payments;
|
|
|
|
engage in any business activity not authorized by the Indenture;
|
|
|
|
sell certain kinds of assets;
|
|
|
|
impair any security interest on the assets serving as collateral for the Notes;
|
|
|
|
enter into any sale and leaseback transaction;
|
|
|
|
make certain investments or other types of restricted payments;
|
|
|
|
designate unrestricted subsidiaries;
|
|
|
|
effect mergers, consolidations or sale of assets; and
|
|
|
|
guarantee certain debt.
|
The breach of any of these covenants by the Company could result in a
default under the Indenture. As of December 31, 2017, the Company was in compliance with all covenants in the Indenture.
Adjusted EBITDA
Adjusted EBITDA for the years ended December 31, 2017, December 31, 2016, and December 31, 2015, was 221.0 million,
190.9 million and 171.3 million respectively, representing 45%, 45% and 44% of revenue, respectively.
We define
Adjusted EBITDA as operating income adjusted to exclude depreciation and amortization, share-based payments, income or expense related to the evaluation and execution of potential mergers or acquisitions, and adjustments related to terminated and
unused data center sites. See
IntroductionNon-IFRS
Financial Measures for a more detailed description. Adjusted EBITDA is a
non-IFRS
measure. We
believe Adjusted EBITDA provides useful supplemental information to investors regarding our
on-going
operational performance because this measure helps us and our investors evaluate the
on-going
operating performance of the business after removing the impact of our capital structure (primarily interest expense) and our asset base (primarily depreciation and amortization). Management believes that
the presentation of Adjusted EBITDA, when combined with the primary IFRS presentation of net income provides a more complete analysis of our operating performance. Management also believes the use of Adjusted EBITDA facilitates comparisons between
us and other data center operators (including other data center operators that are REITs) and other infrastructure-based businesses. Adjusted EBITDA is also a relevant measure used in the financial covenants of our Revolving Facilities and our 6.00%
Senior Secured Notes due 2020. Other companies may present Adjusted EBITDA differently than we do. This measure is not a measure of financial performance under IFRS and should not be considered as an alternative to operating income 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.
58
Contractual Obligations and
Off-Balance
Sheet Arrangements
We lease a significant proportion of our data centers and certain equipment under
non-cancellable
lease
agreements. The following represents our debt maturities, financings, leases and other contractual commitments as of December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
Less than 1
year
|
|
|
1 3 years
|
|
|
3 5 years
|
|
|
More than
5 years
|
|
|
|
(000)
|
|
Long-term debt obligations
(1)
|
|
|
897,184
|
|
|
|
146,880
|
|
|
|
719,547
|
|
|
|
13,602
|
|
|
|
17,155
|
|
Capital (finance) lease
obligations
(2)
|
|
|
70,492
|
|
|
|
4,389
|
|
|
|
24,319
|
|
|
|
5,306
|
|
|
|
36,478
|
|
Operating lease obligations
(3)
|
|
|
373,692
|
|
|
|
35,326
|
|
|
|
70,319
|
|
|
|
66,722
|
|
|
|
201,325
|
|
Energy purchase commitments
|
|
|
83,500
|
|
|
|
41,500
|
|
|
|
42,000
|
|
|
|
|
|
|
|
|
|
Other contractual purchase commitments
|
|
|
30,519
|
|
|
|
26,195
|
|
|
|
2,290
|
|
|
|
1,293
|
|
|
|
741
|
|
Capital purchase commitments
|
|
|
285,900
|
|
|
|
285,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,741,287
|
|
|
|
540,190
|
|
|
|
858,475
|
|
|
|
86,923
|
|
|
|
255,699
|
|
Notes:
(1)
|
Long-term debt obligations include the Senior Secured Notes, mortgages, loans from suppliers and/or landlords, including interest related thereto.
|
(2)
|
Capital (finance) lease obligations include future interest payments, and where we exercised purchase options, the amount payable upon transfer of ownership.
|
(3)
|
Operating lease obligations include the lease of property and equipment.
|
We entered into 19
irrevocable bank guarantees totaling 5.1 million with ABN AMRO Bank, BNP Paribas, La Caixa and Frankfurter Sparkasse. These bank guarantees were primarily provided in lieu of cash deposits for lease contracts and either automatically
renew in successive
one-year
periods or, in each case, remain in effect until the final lease expiration date. The bank guarantees are cash collateralized and the collateral is included in other
(non-)current
assets on our statement of financial position. These contingent commitments are not reflected in the table above.
Primarily as a result of our various data center expansion projects, as of December 31, 2017, we were contractually committed for
285.9 million of unaccrued capital expenditure, primarily for data center equipment not yet delivered and labor not yet provided, in connection with the work necessary to complete construction and open these data centers before making
them available to customers for installation. This amount, which is expected to be paid in 2018, is reflected in the table above as Capital purchase commitments.
We have other
non-capital
purchase commitments in place as of December 31, 2017, such as
commitments to purchase power in select locations, through the year 2018 and beyond, for a total amount of 83.5 million. In addition, we have committed to purchase goods or services to be delivered or provided during 2018 and beyond. Such
other purchase commitments as of December 31, 2017, which totaled 30.5 million, are also reflected in the table above as Other contractual purchase commitments.
In addition, although we are not contractually obligated to do so, we expect to incur additional capital expenditure consistent with our
disciplined expansion and conservative financial management in our various data center expansion projects during 2018 in order to complete the work needed to open these data centers. Such
non-contractual
capital expenditure is not reflected in the table above.
On January 18, 2013, the Group entered into a 10.0 million
financing agreement, consisting of two loans that are secured by mortgages on the PAR3 land owned by Interxion Real Estate II Sarl and the PAR5 land owned by Interxion Real Estate III Sarl, a pledge on the rights under the intergroup lease
agreements between Interxion Real Estate II Sarl and Interxion Real Estate III Sarl, as lessors, and Interxion France SAS, as lessee, and are guaranteed by Interxion France SAS. The principal amounts of the mortgage loans are required to be repaid
in quarterly installments collectively amounting to 167,000 commencing April 18, 2013. The mortgage loans have a maturity of 15 years and a variable interest rate based on EURIBOR plus an individual margin ranging from 240 to 280 basis
points. The mortgage loan agreement requires the interest rate to be fixed for a minimum of 40% of the principal outstanding amount for a minimum of six years. In April 2013, the interest rate was fixed for approximately 75% of the principal
outstanding amount for a period of ten years.
59
On June 26, 2013, the Group entered into a 6.0 million mortgage financing. The
mortgage loan is secured by a mortgage on the AMS3 property owned by Interxion Real Estate V B.V. and a pledge on the rights under the intergroup lease agreement between Interxion Real Estate V B.V., as lessor, and Interxion Nederland B.V., as
lessee. The repayment of principal under this mortgage loan is required to be repaid in annual installments of 0.4 million commencing May 1, 2014, and a final repayment of 4.4 million due on May 1, 2018. The mortgage
loan agreement includes a variable interest rate based on EURIBOR plus 275 basis points. The mortgage loan contains a minimum debt service capacity ratio of 1:1 based on the operations of Interxion Real Estate V B.V.
On April 1, 2014, the Group completed a 9.2 million mortgage financing with respect to its data center in Belgium. The
facility is guaranteed by Interxion Real Estate Holding B.V. and is secured by (i) a mortgage on the data center property in Belgium, which was acquired by Interxion Real Estate IX N.V. on January 9, 2014, and (ii) a pledge over the
lease agreement. The facility has a maturity of 15 years and has a variable interest rate based on EURIBOR plus 200 basis points. The principal amount is to be repaid in 59 quarterly installments of 153,330 of which the first quarterly
installment was paid on July 31, 2014, and a final repayment of 153,330 due on April 30, 2029. This mortgage does not contain any financial maintenance covenants.
On October 13, 2015, the Group completed a 15.0 million mortgage financing with respect to certain property in Germany. The
facility is secured by a mortgage on the real estate property (FRA8 and FRA10) in Germany, which is owned by Interxion Real Estate I B.V., and a pledge over the lease agreement. The facility has a maturity of five years and has a variable interest
rate based on EURIBOR plus 225 basis points. The principal amount is to be repaid in four annual installments of 1.0 million of which the first quarterly installment is due on September 30, 2016, and a final repayment of
11.0 million which is due on September 30, 2020.
On April 8, 2016, the Group entered a 14.6 million
financing facility guaranteed by Interxion Real Estate I B.V. which is secured by (i) a mortgage on and (ii) a pledge on the lease agreement for the data center property in Vienna, Austria (acquired by Interxion Real Estate VII GmbH in
January 2015). The facility has a maturity of 14 years and nine months, and has a variable interest rate based on EURIBOR plus 195 basis points. The principal amount is due in 177 monthly instalments, increasing from 76,000 to 91,750.
The first monthly instalment of 76,000 was paid on April 30, 2016, and a final repayment of 91,750 is due on December 31, 2030.
On December 1, 2017, we renewed a 10.0 million mortgage financing entered into in 2012, which was secured by mortgages on the
AMS6 property, owned by Interxion Real Estate IV B.V. The principal is to be repaid in annual instalments of 667,000 commencing December, 2018, and a final repayment of 7,332,000 due on December 31, 2022. The mortgage has a variable
interest rate based on EURIBOR (subject to a zero percent EURIBOR floor) plus 225 basis points.
Critical Accounting Estimates
Basis of Measurement
We present our
financial statements in thousands of euro. They are prepared under the historical cost convention except for certain financial instruments. The financial statements are presented on the going-concern basis. Our functional currency is the euro.
The accounting policies set out below have been applied consistently by us and our wholly-owned subsidiaries and to all periods presented in
these consolidated financial statements.
Use of Estimates and Judgments
The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect
the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an
on-going
basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
Judgments, estimates and assumptions applied by management in preparing the financial statements are based on circumstances as of
December 31, 2017, and based on Interxion operating as a stand-alone company.
In particular, information about significant areas of
estimation uncertainty and critical judgments in applying accounting policies that have the most significant effect on amounts recognized in the financial statements are discussed below.
60
Property, Plant and Equipment and Depreciation
Estimated remaining useful lives and residual values of property plant and equipment, including assets recognized upon a business combination,
are reviewed annually. The carrying values of property, plant and equipment are also reviewed for impairment where there has been a triggering event by assessing the present value of estimated future cash flows and net realizable value compared with
net book value. The calculation of estimated future cash flows and residual values is based on our best estimates of future prices, output and costs and is therefore subjective. In addition, the valuation of some of the assets under construction
requires judgments, which are related to the probability of signing lease contracts and obtaining planning permits. Regarding the properties acquired as part of the acquisition of InterXion Science Park B.V., we recognized fair value at acquisition
date, based on the highest and best use.
Intangible Assets and Amortization
Estimated remaining useful lives of intangible assets, including those recognized upon a business combination, are reviewed annually. The
carrying values of intangible assets are also reviewed for impairment where there has been a triggering event by assessing the present value of estimated future cash flows and fair value compared with net book value. The calculation of estimated
future cash flows is based on our best estimates of future prices, output and costs and is therefore subjective. The customer portfolio acquired as part of the acquisition of InterXion Science Park B.V. was valued based on the multi-period excess
earnings method, which considers the present value of net cash flows expected to be generated by the customer portfolio, excluding any cash flows related to contributory assets.
Goodwill
Goodwill is recognized as the amount
by which the purchase price of an acquisition exceeds the fair values of the assets and liabilities identified as part of the purchase price allocation. Goodwill is not being amortized, but subject to an annual impairment test.
Lease Accounting
At inception or modification
of an arrangement, the Group determines whether such an arrangement is or contains a lease. Classification of a lease contract (operating versus a finance lease) is based on the extent to which risks and rewards incidental to ownership of a leased
asset lie with the lessor or the lessee. The classification of lease contracts includes the use of judgments and estimates.
Costs of Site Restoration
Liabilities in respect of obligations to restore premises to their original condition are estimated at the commencement of the lease and
reviewed yearly based on rents, remaining terms, contracted extension possibilities and possibilities of lease terminations. A provision for site restoration is recognized when costs for restoring leasehold premises to their original condition at
the end of the lease term is required to be made and the likelihood of this liability is estimated to be probable. The discounted cost of the liability is included in the related assets and is depreciated over the remaining estimated term of the
lease. If the likelihood of this liability is estimated to be possible, rather than probable, it is disclosed as a contingent liability.
Provision for
Onerous Lease Contracts
Provision is made for the discounted amount of future losses expected to be incurred in respect of unused data
center sites over the term of the leases. Where unused sites have been sublet or partly sublet, in arriving at the amount of future losses management has taken account of the contracted rental income to be received over the minimum sublease term.
The provision for onerous lease contracts principally relates to two unused data center sites in Germany: one in Munich, which was terminated in March 2016, and one in Dusseldorf, terminated in August 2016.
Deferred Taxation
Provision is made for
deferred taxation at the rates of tax prevailing at the period end dates unless future rates have been substantively enacted. Deferred tax assets are recognized where it is probable that they will be recovered based on estimates of future taxable
profits for each tax jurisdiction. The actual profitability may be different depending upon local financial performance in each tax jurisdiction.
61
Share-based Payments
Equity-settled share-based payments are issued to certain employees under the terms of the long term incentive plans. The charges related to
equity-settled share-based payments and options to purchase ordinary shares, are measured at fair value at the grant date. Fair values are being redetermined for market conditions as of each reporting date, until final grant date. The fair value at
the grant date of options is determined using the Black Scholes model and is expensed over the vesting period. The fair value at grant date of the performance shares is determined using the Monte Carlo model and is expensed over the vesting period.
The value of the expense is dependent upon certain assumptions including the expected future volatility of the Companys share price at the date of the grant.
Senior Secured Notes
The Senior Secured Notes
are valued at cost. The Senior Secured Notes indenture includes optional redemption provisions, which allow us to redeem the Notes before their stated maturity. As part of the initial measurement of the amortized cost value of the Senior Secured
Notes, we have assumed that the Notes will be held to maturity. If we redeem all or part of the Notes before their stated maturity, the liability will be
re-measured
based on the original effective interest
rate. The difference between the liability of excluding a change in assumed early redemption and the liability compared with including a change in assumed early redemption, will be reflected in our profit and loss.
New Standards and Interpretations not yet adopted
The new standards, amendments to standards and interpretations listed below are available for early adoption in the annual period beginning
January 1, 2017, although they are not mandatory until a later period. The Group has decided not to adopt these new standards or interpretations until a later date.
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Effective date
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New standard or amendment
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Standards
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January 1, 2018
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IFRS 9 Financial instruments
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January 1, 2018
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IFRS 15 Revenue from contracts with customers
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January 1, 2019
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IFRS 16 Leases
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Amendments
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Deferred indefinitely
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Amendments to IFRS 10 and IAS 28: Sale or contribution of assets between an investor and its associate or joint venture
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January 1, 2018
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Amendments to IFRS 2: Classification and measurement of share-based payment transactions
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IFRS 9 Financial instruments
In 2014, the International Accounting Standards Board (IASB) introduced IFRS 9
Financial instruments
. This standard replaces IAS
39
Financial Instruments: Recognition and Measurement
. See Note 3 of our 2017 consolidated financial statements New standards and interpretations not yet adopted for the conclusions on the impact of IFRS 9.
IFRS 15 Revenue from Contracts with Customers
In 2014, the IASB introduced IFRS 15
Revenue from contracts with customers
. IFRS 15 specifies how and when revenue is recognized
together with enhanced disclosure requirements. IFRS 15 replaces existing revenue recognition standards: IAS 11
Construction Contracts
and IAS 18
Revenue
, and a number of revenue-related interpretations. See Note 3 of our 2017
consolidated financial statements New standards and interpretations not yet adopted for the conclusions on the impact of IFRS 15.
IFRS 16
Leases
In January 2016, the IASB issued IFRS 16
Leases
, which requires most leases to be recognized
on-balance
for lessees, thereby eliminating the distinction between operating and finance leases. IFRS 16 replaces IAS 17
Leases and related interpretations
. See Note 3 of our 2017 consolidated
financial statements New standards and interpretations not yet adopted for more details about IFRS 16.
62
Amendments
The amendments that are not yet adopted, are not expected to have a material impact on the Companys financial information.
63
ITEM 6: DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
Introduction
We have a
one-tier
board structure (Board of Directors or the Board) composed of directors with the title Executive Directors and directors with the title
Non-Executive
Directors (together with the Executive Directors, the Directors). The majority of our Directors are independent as required by the NYSE.
Senior Management and Board of Directors
Names, positions and ages of the members of our Senior Management and our Directors:
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Name
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Age
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Position
(1)
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Term Expiration Date
(2)
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David Ruberg
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72
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President, Chief Executive Officer, Vice-Chairman and Executive Director
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2019
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Richard Rowson
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50
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Interim Chief Financial Officer
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Giuliano Di Vitantonio
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50
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Chief Marketing and Strategy Officer
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Jaap Camman
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51
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Senior Vice President, Legal
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Jan Pieter Anten
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45
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Senior Vice President, Human Resources
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Adriaan Oosthoek
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49
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Senior Vice President, Operations and ICT
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Frank Esser
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Non-Executive
Director
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2020
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Mark Heraghty
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54
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Non-Executive
Director
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2020
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Jean F.H.P. Mandeville
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58
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Chairman and
Non-Executive
Director
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2019
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Rob Ruijter
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Non-Executive
Director
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2018
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Notes:
(1)
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All our Directors except our Chief Executive Officer, David Ruberg, are independent.
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(2)
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The term of office expires at the Annual General Meeting of Shareholders held in the year indicated.
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The business address of all members of our Senior Management and of our Directors is at our registered offices located at Scorpius 30, 2132 LR
Hoofddorp, The Netherlands.
In connection with our entry into the Implementation Agreement, certain members of our Senior Management and
our Directors entered into Irrevocable Undertaking Agreements, as further described in Item 7 Major Shareholders and Related Party TransactionsIrrevocable Undertaking Agreements. The principal functions and experience of each of
the members of our Senior Management and our Directors are set out below:
David Ruberg, President, Chief Executive Officer, Vice-Chairman and
Executive Director
Mr. Ruberg joined us as President and Chief Executive Officer in November 2007 and became Vice-Chairman of
the Board of Directors when it became a
one-tier
board in 2011. Mr. Ruberg served as Chairman of the Supervisory Board from 2002 to 2007 and on the Management Board from 2007 until the conversion into a
one-tier
board. He was affiliated with Baker Capital, a private equity firm from January 2002 to October 2007. From April 1993 to October 2001 he was Chairman, President and CEO of Intermedia Communications, a
NASDAQ-listed broadband communications services provider, as well as Chairman of its majority-owned subsidiary, Digex, Inc., a NASDAQ-listed managed web hosting company. He began his career as a scientist at AT&T Bell Labs, contributing to the
development of operating systems and computer languages. He holds a Bachelors Degree from Middlebury College and a Masters in Computer and Communication Sciences from the University of Michigan.
Richard Rowson, Interim Chief Financial Officer
Mr. Rowson joined Interxion in 2017, as VP of Finance was appointed interim CFO role in January 2018, where he is responsible for all
financial policy, funding strategy, financial and treasury planning, reporting and control. He has served in senior financial executive roles in data center, network and telecommunications businesses for more than 20 years. Before joining Interxion,
Mr. Rowson served as CFO at two international data center organizations and in his most recent role was at Romonet, a software company utilizing predictive analytics to deliver data center operating efficiencies. Mr. Rowson worked in
professional accounting practice for six years, most recently with PWC. He holds a degree in Geography from Bristol University and is a fellow of the Institute of Chartered Accountants in England and Wales.
64
Giuliano Di Vitantonio, Chief Marketing and Strategy Officer
Mr. Di Vitantonio joined Interxion in January 2015 and is responsible for our market and product strategies, including product management,
product marketing, segment strategy and business development. He joined from Cisco Systems, where he held the position of Vice President Marketing, Data Center and Cloud.
Mr. Di Vitantonio has more than 20 years experience in the IT industry, including 17 years at Hewlett-Packard, where he held a
broad range of positions in R&D, strategy, consulting, business development and marketing. His areas of expertise include IT management software, enterprise applications, data center infrastructure and business intelligence solutions. He has a
Masters Degree in EE/Telecommunications from the University of Bologna and an MBA from the London Business School.
Jaap Camman, Senior Vice
President, Legal
Mr. Camman is responsible for all legal and corporate affairs across the Group. He joined us in November
1999 as Manager Legal and has been a member of our Senior Management Team since July 2002. Before joining us, he worked for the Dutch Government from February 1994 to October 1999. His latest position was Deputy Head of the Insurance Division within
The Netherlands Ministry of Finance. Mr. Camman holds a Law Degree from Utrecht University.
Jan-Pieter
Anten, Senior Vice President, Human Resources
Mr. Anten joined us as Vice President Human Resources in October 2011. Before
joining us, he worked for Hay Group, a global management consulting firm, as Director International Strategic Clients Europe, where he led major accounts within the European market. Before that, he held the position of Vice President Human Resources
at Synthon, an international organization with worldwide affiliates. He previously worked for Hay Group as a Senior Consultant. Mr. Anten holds a degree from the University of Utrecht.
Adriaan Oosthoek, Senior Vice President, Operations and ICT
Mr. Oosthoek has held senior management positions in the IT and Telecom industry for a number of years. Until 2015 he was responsible for
operating Interxions UK business. Before joining Interxion, he was the Executive Vice President at Colt, responsible for its global Data Center footprint. Before joining Colt, he spent 11 years at Telecity Group plc, the last seven years as
the Managing Director of the UK and Ireland operation for Telecity Group plc where he significantly grew the business. Preceding his tenure in the UK, he ran the Dutch operation of data center operator, Redbus Interhouse, and was a founder and
Managing Director of the Dutch subsidiary of Teles AG, a Berlin-headquartered provider of telecoms and data com products.
He studied
Information Sciences at the University of Applied Sciences in The Hague and holds marketing certificates NIMA A and NIMA B from The Netherlands Institute of Marketing. In addition to his formal roles, Mr. Oosthoek is also Chairman of the Board
of Governors of the Data Center Alliance, a European industry association for the data center industry.
Frank Esser,
Non-Executive
Director
Mr. Esser serves on our Board of Directors, to which he was
appointed in June 2014. Since 2000, he has held various positions with the French telecom operator SFR, where, from 2002 to 2012, he was President and CEO. From 2005 to 2012, he was a member of the Board of Vivendi Management. Before that he was a
Senior Vice President of Mannesmann International Operations until 2000. Mr. Esser serves on the board of Dalensys S.A. Furthermore, Mr. Esser serves on the Board of Swisscom AG and is a member of the remuneration committee. Mr. Esser
is a Business Administration graduate from Cologne University and he holds a Doctorate in Business Administration from the Cologne University.
Mark
Heraghty,
Non-Executive
Director
Mr. Heraghty serves on our Board of Directors, to
which he was appointed in June 2014. His most recent executive role was as Managing Director of Virgin Media Business. In December 2016, he was appointed as
Non-Executive
Chairman of John Henry Group Ltd. From
2006 to 2009, he was President EMEA for Reliance Globalcom with regional responsibility for the former FLAG Telecom and Vanco businesses which Reliance acquired. From 2000 to 2003, he was the CEO Europe for Cable & Wireless.
Mr. Heraghty graduated from Trinity College Dublin with a degree in Mechanical Engineering (1985) and holds an MBA from Warwick University (1992).
65
Jean F.H.P. Mandeville, Chairman and
Non-Executive
Director
Mr. Mandeville serves on our Board of Directors, to which he was appointed in January 2011. Since June 8, 2015,
Mr. Mandeville has served as the Chairman of the Board. From October 2008 to December 2010, he served as Chief Financial Officer and Board member of MACH S.à.r.l. He served as an Executive Vice President and Chief Financial Officer of
Global Crossing Holdings Ltd/Global Crossing Ltd. from February 2005 to September 2008. Mr. Mandeville joined Global Crossing in February 2005, where he was responsible for all of its financial operations. He served as Chief Financial Officer
of Singapore Technologies Telemedia Pte. Ltd./ST Telemedia from July 2002 to January 2005. In 1992, he joined British Telecom and served in various capacities covering all sectors of the telecommunications market (including wireline, wireless and
multi-media) in Europe, Asia and the Americas. From 1992 to June 2002, Mr. Mandeville served in various capacities at British Telecom PLC, including President of Asia Pacific from July 2000 to June 2002, Director of International Development
Asia Pacific from June 1999 to July 2000 and General Manager, Special Projects from January 1998 to July 1999. He was a Senior Consultant with Coopers & Lybrand, Belgium from 1989 to 1992. Mr. Mandeville graduated from the University
Saint-Ignatius Antwerp with a Masters in Applied Economics in 1982 and a Special degree in Sea Law in 1985.
Rob Ruijter,
Non-Executive
Director
Mr. Ruijter serves on our Board of Directors, to which he was
appointed in November 2014. He was the Chief Financial Officer of KLM Royal Dutch Airlines from 2001 until its merger with Air France in 2004, and Chief Financial Officer of VNU N.V. (a publicly listed marketing and publishing company, now the
Nielsen company), between 2004 and 2007. In 2009 and 2010 he served as the CFO of ASM International N.V. (a publicly listed manufacturer of electronic components), and in 2013 as the interim CEO of Vion Food Group N.V.
Mr. Ruijter currently serves on the Supervisory Board and as Chairman of the Audit Committee of Wavin N.V. (a piping manufacturer). He is a
non-executive
director of Inmarsat Plc and the Chairman of its Audit Committee. He also serves as member of the Supervisory Board of NN Group N.V. and as a member of the Remuneration Committee and the Audit
Committee of that company. Mr. Ruijter is a Certified Public Accountant in the United States and in The Netherlands and a member of the Association of Corporate Treasurers (ACT) in the UK.
Board Powers and Function
Our Board is
responsible for the overall conduct of our business and has the powers, authorities and duties vested in it by and pursuant to the relevant laws of The Netherlands and our Articles of Association. In all its dealings, our Board is guided by the
interests of our Group as a whole, including but not limited to our shareholders. Our Board has the final responsibility for the management, direction and performance of us and of our Group. Our Executive Director is responsible for the
day-to-day
management of the Company. Our
Non-Executive
Directors supervise the Executive Director and our general affairs and provide
general advice to the Executive Director.
Our CEO is the general manager of our business, subject to the control of the Board, and is
entrusted with all the Boards powers, authorities and discretions (including the power to
sub-delegate),
delegated by a resolution of the full Board from time to time. Matters expressly delegated to the
CEO are validly resolved by the CEO, and no further resolutions, approvals or other involvement of the Board is required. Our Board may also delegate authorities to its committees. Upon any such delegation, the Board supervises the execution of its
responsibilities by the CEO and/or the Board committees. It remains ultimately responsible for the fulfillment of its duties by them.
Our
Articles of Association provide that in the event that there is a conflict of interest with one or more Directors, we may still be represented by the Board or an Executive Director. In the event of a conflict of interest, however, our General
Meeting of Shareholders has the power to designate one or more other persons to represent us. Under Dutch law, a Director is prohibited from participating in any Board discussion or decision-making pertaining to a subject in which such director has
a conflict of interest.
Board Meetings and Decisions
All resolutions of the Board are adopted by an absolute majority of votes cast in a meeting at which at least the majority of the Directors are
present or represented. A member of the Board may authorize another member of the Board to represent him/her at the Board meeting and vote on his/her behalf. Each Director is entitled to one vote (provided that, for the avoidance of doubt, a member
representing one or more absent members of the Board by written power of attorney will be entitled to cast the vote of each such absent member) therein the event of a tie, the Chairman has the casting vote.
66
The Board meets as often as it deems necessary or appropriate or upon the request of any of its
members. The Board has adopted rules, which contain additional requirements for its decision-making process, the convening of meetings and, through separate resolution by the Board, details on the assignment of duties and a division of
responsibilities between Executive Directors and
Non-Executive
Directors. The Board has appointed one of the Directors as Chairman and one of the Directors as Vice-Chairman of the Board. The Board is assisted
by a Corporate Secretary, who may be a member of the Board or the Senior Management and is appointed by the Board.
Composition of the Board
The majority of the Directors are independent as required by the NYSE.
Our Board consists of a minimum of one Executive Director and a minimum of three
Non-Executive
Directors, provided that our Board is composed of a maximum of seven members. The number of Executive Directors and
Non-Executive
Directors is determined by our General Meeting of Shareholders, provided that
the majority of the Board must consist of
Non-Executive
Directors. Only natural persons can be
Non-Executive
Directors. The Executive Directors and
Non-Executive
Directors as such are appointed by the General Meeting of Shareholders, provided that the Board is classified, with respect to the term for which each member will severally be appointed and serve as
member, into three classes, as nearly equal in number as is reasonably possible.
The class I Directors serve for a term expiring at the
Annual General Meeting of Shareholders in 2020, the class II Directors serve for a term expiring at the Annual General Meeting of Shareholders in 2018 and the class III Directors serve for a term expiring at the Annual General Meeting of
Shareholders in 2019. At each Annual General Meeting of Shareholders, Directors appointed to succeed those Directors whose terms expire are appointed to serve for a term of office to expire at the third succeeding Annual General Meeting of
Shareholders after their appointment. Notwithstanding the foregoing, the Directors appointed to each class continue to serve their term in office until their successors are duly appointed and qualified or until their earlier resignation, death or
removal. If a vacancy occurs, any Director so appointed to fill that vacancy serves its term in office for the remainder of the full term of the class of Directors in which the vacancy occurred.
The Board has nomination rights with respect to the appointment of a Director. Any nomination by the Board may consist of one or more
candidates per vacant seat. If a nomination consists of two or more candidates, it is binding and the appointment to the vacant seat concerned will be from the persons placed on the binding list of candidates and will be effected through election.
Notwithstanding the foregoing, our General Meeting of Shareholders may, at all times, by a resolution passed with a
two-thirds
majority of the votes cast representing more than half of our issued and
outstanding capital, resolve that such list of candidates will not be binding.
Directors may be suspended or removed at any time by our
General Meeting of Shareholders. A resolution to suspend or remove a Director must be adopted by at least a
two-thirds
majority of the votes cast, provided such majority represents more than half of our issued
and outstanding share capital. Executive Directors may also be suspended by the Board.
Directors Insurance and Indemnification
To attract and retain qualified and talented persons to serve as members of our Board or our Senior Management, we currently provide, and
expect to continue to provide, such persons with protection through a directors and officers insurance policy. Under this policy, any of our past, present or future Directors and members of our Senior Management will be insured against
any claim made against any one of them for any wrongful act in their respective capacities.
Under our Articles of Association, we are
required to indemnify each current and former member of the Board who was or is involved, in that capacity, as a party to any actions or proceedings, against all conceivable financial loss or harm suffered in connection with those actions or
proceedings, unless it is ultimately determined by a court having jurisdiction that the damage was caused by intent (
opzet
), willful recklessness (
bewuste roekeloosheid
) or serious culpability (
ernstige verwijtbaarheid
) on the
part of such member.
Insofar as indemnification of liabilities arising under the Securities Act may be permitted to members of the Board,
officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
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Board Committees
The Board has established an Audit Committee, a Compensation Committee and a Nominating Committee. Each of the Audit Committee, Compensation
Committee and Nominating Committee were in compliance with the NYSE listed company board committee independence requirements as of and for the year ended December 31, 2017. However, Rule 303A permits us as a foreign private issuer to follow
home country practice with regard to, among others, the independence requirement for our Compensation Committee and for our Nominating Committee. The Board may also establish such other committees as it deems appropriate, in accordance with
applicable law and regulations, our Articles of Association and any applicable Board rules.
Many of the NYSE corporate governance rules
do not apply to us as a foreign private issuer; however, Rule 303A.11 requires foreign private issuers to describe significant differences between their corporate governance standards and the corporate governance standards applicable to
U.S. companies listed on the NYSE. While we believe that our corporate governance practices are similar in many respects to those of U.S. NYSE-listed companies and provide investors with protections that are comparable in many respects to those
established by the NYSE rules, there have been certain key differences, which are described below.
Audit Committee
Our Audit Committee consists of three independent Directors, Rob Ruijter (Chair), Frank Esser and Mark Heraghty. The committee is independent
as defined under, and required by, Rule
10A-3
of the U.S. Securities Exchange Act of 1934, as amended (Rule
10A-3)
and the NYSE. The Board of Directors has
determined that Rob Ruijter qualifies as an audit committee financial expert, as that term is defined in Item 16A of Form
20-F.
The Audit Committee is responsible, subject to Board and
shareholder approval, for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm, KPMG Accountants N.V. In addition, the Audit Committees approval is required before our entering
into any related-party transaction. It is also responsible for whistle-blowing procedures, certain other compliance matters and the evaluation of the Companys policies with respect to risk assessment and risk management. The Audit
Committee also focuses primarily on (i) overseeing our financial reporting process and the disclosure of our financial information, including earnings and press releases, to ensure that financial information is accurate, sufficient and
credible, (ii) compliance with accounting standards and changes in accounting policies and procedures, and (iii) major accounting entries involving estimates based on the exercise of judgment by senior management.
Compensation Committee
Our
Compensation Committee consists of three independent Directors, Rob Ruijter, Frank Esser and Mark Heraghty (Chair). Until June 5, 2015, John Baker, a former
non-independent
Director, served as the
chairperson of the Compensation Committee. Since June 8, 2015, Mark Heraghty has acted as the independent chairperson of the Compensation Committee. Among other things, the Compensation Committee reviews, and makes recommendations to the Board
regarding, the compensation and benefits of our CEO and the Board. The Compensation Committee also administers the issuance of stock options and other awards under our equity incentive plan and evaluates and reviews policies relating to the
compensation and benefits of our employees and consultants.
Under Section 303A.05 of the NYSE rules, which govern compensation
committees, the Companys Compensation Committee meets the NYSE independence standard. Before June 5, 2015, however, it included one member who was not independent as defined under the applicable NYSE rules.
Nominating Committee
Our
Nominating Committee consists of three independent Directors, Jean Mandeville, Frank Esser (Chair) and Mark Heraghty. Until June 5, 2015, John Baker, a former
non-independent
Director, served as the
chairperson of the Nominating Committee. Since June 8, 2015, Frank Esser has acted as the independent chairperson of the Nominating Committee. The Nominating Committee is responsible for, among other things, developing and recommending
corporate governance guidelines to the Board, identifying individuals qualified to become Directors, overseeing the evaluation of the performance of the Board, selecting the Director nominees for the next Annual Meeting of Shareholders and selecting
director candidates to fill any vacancies on the Board.
Under Section 303A.04 of the NYSE rules, which govern nominating/corporate
governance committees, the Companys Nominating Committee meets the NYSE independence standard. Before June 5, 2015, however, the Companys Nominating Committee included one member who was not independent as defined
under the applicable NYSE rules.
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Compensation
The aggregate reported compensation expense of our Executive Director and the
Non-Executive
Directors
of the Board for the year ended December 31, 2017, is set forth below. The Share-based payment charges and the Total numbers included in the following table are calculated in accordance with IFRS and reflect charges for
both the shares that vested in the year as well as charges for shares that are scheduled to vest in future years.
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Annual
compensation
|
|
|
Bonus
|
|
|
Share-
based
payment
charges
|
|
|
Termination /
post-
employment
benefits
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
(000)
|
|
|
|
|
D.C. Ruberg
|
|
|
590
|
|
|
|
668
|
|
|
|
4,198
|
|
|
|
|
|
|
|
5,456
|
|
F. Esser
|
|
|
65
|
|
|
|
|
|
|
|
40
|
|
|
|
|
|
|
|
105
|
|
M. Heraghty
|
|
|
70
|
|
|
|
|
|
|
|
40
|
|
|
|
|
|
|
|
110
|
|
J.F.H.P. Mandeville
|
|
|
90
|
|
|
|
|
|
|
|
40
|
|
|
|
|
|
|
|
130
|
|
R. Ruijter
|
|
|
75
|
|
|
|
|
|
|
|
40
|
|
|
|
|
|
|
|
115
|
|
Subtotal
|
|
|
890
|
|
|
|
668
|
|
|
|
4,358
|
|
|
|
|
|
|
|
5,916
|
|
Senior Management (excluding D.C.
Ruberg)
1)
|
|
|
1,512
|
|
|
|
870
|
|
|
|
2,189
|
|
|
|
62
|
|
|
|
4,633
|
|
Total
|
|
|
2,402
|
|
|
|
1,538
|
|
|
|
6,547
|
|
|
|
62
|
|
|
|
10,549
|
|
Notes:
(1)
|
The compensation for the Senior Management team (excluding D.C. Ruberg) includes the compensation for J. Camman, J.P. Anten, G. Di Vitantonio, A. Oosthoek and J. Joshi (who resigned with effect January 31, 2018).
|
None of the
non-executive
directors is entitled to any contractually agreed benefit
upon termination. Upon termination, the Executive Director is entitled to contractually agreed benefit compensation equal to 12 months base salary.
Employee Share Ownership Plans
On
May 24, 2013, pursuant to the recommendation of the Compensation Committee, the Board adopted the 2013 International Equity Based Incentive Plan (the 2013 Plan). The 2013 Plan was implemented to replace the InterXion Holding N.V.
2011 International Stock Option Plan and Incentive Master Award Plan (the 2011 Plan). Pursuant to further recommendation of our Compensation Committee, the Board amended the 2013 Plan and adopted the 2013 Amended International Equity
Based Incentive Plan (the 2013 Amended Plan) on October 30, 2013. The 2013 Amended Plan was further amended on March 17, 2014 by the Board, pursuant to the recommendation of our Compensation Committee to clarify that the 2013
Amended Plan was adopted by the Board of Directors, instead of just by the Compensation Committee. The 2013 Amended Plan provides the Compensation Committee with the authority to award options, performance shares and restricted shares to certain
employees and advisors.
We implemented the 2013 Amended Plan to attract and retain certain employees, advisors and Board members and
reward them for their contributions to the Group. The 2013 Amended Plan is designed to act as an incentive scheme, whereby various equity-based instruments may be awarded from
time-to-time
in accordance with the terms and conditions of the 2013 Amended Plan. The 2013 Plan was discontinued following the implementation of the 2013 Amended Plan,
however, outstanding options will continue to be governed by the terms of the 2013 Plan until such options have been exercised in full.
Under the 2011 Plan, the Board could grant options for ordinary shares to certain eligible persons following completion of our initial public
offering. The 2011 Plan was discontinued following the implementation of the 2013 Plan.
On May 13, 2017, pursuant to the
recommendation of the Compensation Committee, the Board adopted the 2017 Executive Director Long-Term Incentive Plan (the 2017 Plan). The 2017 Plan was implemented to align the performance share plan for our Executive Director with
Executive Compensation best practices.
The terms and conditions of the 2017 plan not only apply to the 2017 conditional performance share
award and future awards to our Executive Director, but also retroactively to all shares from the conditional performance share awards made to the Executive Director in 2015 and 2016, that were unvested at the time of the adoption of the 2017 Plan on
May 13, 2017.
69
The total number of shares that may be granted pursuant to the 2013 Amended Plan and the 2017
Plan is 5,273,371 shares (the Share Pool). The Share Pool includes grants made under the 2011 Plan, the 2013 Plan, the 2013 Amended Plan and the 2017 Plan. Shares subject to awards that expire, terminate or are otherwise surrendered,
canceled or forfeited under the 2011 Plan, the 2013 Plan, the 2013 Amended Plan or the 2017 Plan are returned to the Share Pool. Taking into account the grants made under those plans, as of December 31, 2017, approximately 1.7 million
shares are available for grant.
For more information regarding
Non-Executive
Director, Executive
Director and other senior management compensation, including incentive plans and awards, please see Note 27 of our 2017 consolidated financial statements.
Corporate Governance
The Dutch Corporate
Governance Code, as revised, became effective on January 1, 2009, and applies to all Dutch companies listed on a government-recognized Stock Exchange, whether in The Netherlands or elsewhere. The Dutch Corporate Governance Code is based on a
comply or explain principle, under which all companies filing annual reports in The Netherlands must disclose whether or not they are in compliance with the various rules of the Dutch Corporate Governance Code and explain the reasons for
any instance of noncompliance.
On December 8, 2016, the revised Dutch Corporate Governance Code was published. Beginning in 2018
Dutch listed companies will be required to report in compliance with this revised Code for the financial years ending December 31, 2017, and beyond. The Company complies with the requirements in the revised Dutch Corporate Governance Code, or
explains instances where it is not fully compliant.
For the year ended December 31, 2017, we complied with the applicable NYSE rules
and we intend to do so going forward. We also intend to comply with the Dutch Corporate Governance Code, but where the NYSE rules conflict with the Dutch Corporate Governance Code, we intend to comply with the NYSE rules. For further information
with respect to the composition of the Board committees, see above under Board Committees.
Stock Options, Restricted and Performance
Shares
As of April 18, 2018, our directors and senior managers were granted the awards (options, restricted and performance
shares outstanding) as set out below. The awards with exercise prices denominated in $ are awards granted under the 2011 Plan, the 2013 Plan, the Amended 2013 Plan and the 2017 Plan. The restricted
shares have been granted under the 2013 Plan.
The ordinary shares beneficially owned by our directors and senior managers are
disclosed in Item 7, Major Shareholders and Related Party Transactions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Awards granted
outstanding
|
|
|
Awards granted
outstanding, but
unvested
|
|
|
Award
Exercise
Price(s)
|
|
|
Award
Expiration
Date
|
|
D. Ruberg
|
|
|
35,432
|
|
|
|
35,432
|
|
|
$
|
0.00
|
|
|
|
May 4, 2018
|
(1)(2)
|
|
|
|
60,060
|
|
|
|
60,060
|
|
|
$
|
0.00
|
|
|
|
January 1, 2019
|
(1)(3)
|
|
|
|
61,469
|
|
|
|
61,469
|
|
|
$
|
0.00
|
|
|
|
January 1, 2020
|
(1)(4)
|
|
|
|
46,808
|
|
|
|
46,808
|
|
|
$
|
0.00
|
|
|
|
January 1, 2021
|
(1)(5)
|
|
|
|
45,116
|
|
|
|
45,116
|
|
|
$
|
0.00
|
|
|
|
January 1, 2022
|
(1)(6)
|
F. Esser
|
|
|
996
|
|
|
|
996
|
|
|
$
|
0.00
|
|
|
|
June, 2018
|
(7)
|
M. Heraghty
|
|
|
996
|
|
|
|
996
|
|
|
$
|
0.00
|
|
|
|
June, 2018
|
(7)
|
J.F.H.P. Mandeville
|
|
|
996
|
|
|
|
996
|
|
|
$
|
0.00
|
|
|
|
June, 2018
|
(7)
|
Rob Ruijter
|
|
|
996
|
|
|
|
996
|
|
|
$
|
0.00
|
|
|
|
June, 2018
|
(7)
|
R. Rowson
|
|
|
9,500
|
|
|
|
9,500
|
|
|
$
|
0.00
|
|
|
|
May 15, 2021
|
(8)
|
G. Di Vitantonio
|
|
|
12,078
|
|
|
|
12,078
|
|
|
$
|
0.00
|
|
|
|
January 1, 2019
|
(1)(9)
|
|
|
|
23,083
|
|
|
|
23,083
|
|
|
$
|
0.00
|
|
|
|
January 1, 2020
|
(1)(10)
|
|
|
|
18,267
|
|
|
|
18,267
|
|
|
$
|
0.00
|
|
|
|
January 1, 2021
|
(1)(11)
|
|
|
|
16,255
|
|
|
|
16,255
|
|
|
$
|
0.00
|
|
|
|
January 1, 2022
|
(1)(12)
|
J. Camman
|
|
|
2,500
|
|
|
|
2,500
|
|
|
$
|
0.00
|
|
|
|
May 4, 2018
|
(1)(8)
|
70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Awards granted
outstanding
|
|
|
Awards granted
outstanding, but
unvested
|
|
|
Award
Exercise
Price(s)
|
|
|
Award
Expiration
Date
|
|
|
|
|
7,500
|
|
|
|
7,500
|
|
|
$
|
0.00
|
|
|
|
January 1, 2020
|
(1)(8)
|
|
|
|
4,692
|
|
|
|
4,692
|
|
|
$
|
0.00
|
|
|
|
May 4, 2018
|
(1)(2)
|
|
|
|
4,715
|
|
|
|
4,715
|
|
|
$
|
0.00
|
|
|
|
January 1, 2019
|
(1)(9)
|
|
|
|
8,748
|
|
|
|
8,748
|
|
|
$
|
0.00
|
|
|
|
January 1, 2020
|
(1)(10)
|
|
|
|
8,642
|
|
|
|
8,642
|
|
|
$
|
0.00
|
|
|
|
January 1, 2021
|
(1)(11)
|
|
|
|
6,182
|
|
|
|
6,182
|
|
|
$
|
0.00
|
|
|
|
January 1, 2022
|
(1)(12)
|
J.P. Anten
|
|
|
2,500
|
|
|
|
2,500
|
|
|
$
|
0.00
|
|
|
|
May 4, 2018
|
(1)(8)
|
|
|
|
7,500
|
|
|
|
7,500
|
|
|
$
|
0.00
|
|
|
|
January 1, 2020
|
(1)(8)
|
|
|
|
10,000
|
|
|
|
10,000
|
|
|
$
|
0.00
|
|
|
|
January 1, 2019
|
(1)(8)
|
|
|
|
4,470
|
|
|
|
4,470
|
|
|
$
|
0.00
|
|
|
|
May 4, 2018
|
(1)(2)
|
|
|
|
4,491
|
|
|
|
4,491
|
|
|
$
|
0.00
|
|
|
|
January 1, 2019
|
(1)(9)
|
|
|
|
8,655
|
|
|
|
8,655
|
|
|
$
|
0.00
|
|
|
|
January 1, 2020
|
(1)(10)
|
|
|
|
8,903
|
|
|
|
8,903
|
|
|
$
|
0.00
|
|
|
|
January 1, 2021
|
(1)(11)
|
|
|
|
7,641
|
|
|
|
7,641
|
|
|
$
|
0.00
|
|
|
|
January 1, 2022
|
(1)(12)
|
A. Oosthoek
|
|
|
1,436
|
|
|
|
1,436
|
|
|
$
|
0.00
|
|
|
|
November 1, 2018
|
(8)
|
|
|
|
2,343
|
|
|
|
2,343
|
|
|
$
|
0.00
|
|
|
|
November 1, 2019
|
(8)
|
|
|
|
10,142
|
|
|
|
10,142
|
|
|
$
|
0.00
|
|
|
|
January 1, 2020
|
(1)(10)
|
|
|
|
12,908
|
|
|
|
12,908
|
|
|
$
|
0.00
|
|
|
|
January 1, 2021
|
(1)(11)
|
|
|
|
9,233
|
|
|
|
9,233
|
|
|
$
|
0.00
|
|
|
|
January 1, 2022
|
(1)(12)
|
J. Joshi
(13)
|
|
|
6,998
|
|
|
|
6,998
|
|
|
$
|
0.00
|
|
|
|
May 4, 2018
|
(1)(2)
|
|
|
|
6,004
|
|
|
|
6,004
|
|
|
$
|
0.00
|
|
|
|
May 4, 2018
|
(1)(9)
|
|
|
|
5,612
|
|
|
|
5,612
|
|
|
$
|
0.00
|
|
|
|
May 4, 2018
|
(1)(10)
|
Notes:
(1)
|
Represents awards of performance shares and restricted shares which contractually will vest and any lock up provisions will expire immediately upon a change of control.
|
(2)
|
Represents performance shares related to the year ended December 31, 2014, after final adjustment in accordance with the applicable long-term incentive (LTI) plan.
|
(3)
|
Represents performance shares related to the year ended December 31, 2015, adjusted for relative total shareholder return (TSR) performance over the 2015 2017 performance period. This TSR
adjustment was approved by the Board in April 2018, but is subject to Shareholder approval at the 2018 Annual General Meeting.
|
(4)
|
Represents performance shares related to the year ended December 31, 2016, subject to relative TSR performance adjustment (over the 2016 2018 performance period), Board approval and Shareholder approval at
the 2019 Annual General Meeting.
|
(5)
|
Represents performance shares related to the year ended December 31, 2017, subject to relative TSR performance adjustment (over the 2017 2019 performance period), Board approval and Shareholder approval at
the 2020 Annual General Meeting.
|
(6)
|
Represents performance shares related to the year ending December 31, 2018, subject to relative TSR performance adjustment (over the 2018 2020 performance period), Board approval and Shareholder approval at
the 2021 Annual General Meeting.
|
(7)
|
Represent awards of restricted shares to
Non-executive
Directors that were approved at the General Meeting of Shareholders in June 2017. The awards, subject to the
Non-executive
Directors having served the entire period between the 2017 and 2018 General meetings of Shareholders, will vest at the next General Meeting of Shareholders, which we anticipate will be held in June
2018. After vesting, these restricted shares are subject to
lock-up
provisions.
|
(8)
|
Represent awards of restricted shares.
|
(9)
|
Represents performance shares related to the year ended December 31, 2015, after final adjustment in accordance with the applicable LTI plan.
|
(10)
|
Represents performance shares related to the year ended December 31, 2016, after final adjustment (initial adjustment for Mr. Joshi) in accordance with the applicable LTI plan.
|
(11)
|
Represents performance shares related to the year ended December 31, 2017, after initial adjustment in accordance with the applicable LTI plan.
|
(12)
|
Represents performance shares related to the year ending December 31, 2018, subject to initial and final adjustment in accordance with the applicable LTI plan and Compensation Committee approval.
|
(13)
|
Mr. Joshis resignation took effect January 31, 2018.
|
For further disclosure of the vesting
schedules of performance share awards, see Note 22 in the consolidated financial statements.
71
Employees
For a discussion of the number of employees, see Item 4 Information on the CompanyEmployees.
72
ITEM 7: MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
Major Shareholders
The
following table sets forth information with respect to Directors, Senior Management and major shareholders, meaning shareholders that are beneficial owners of 5% or more of our ordinary shares as of April 18, 2018.
Beneficial ownership is determined in accordance with rules of the SEC and generally includes any shares over which a person exercises sole or
shared voting and/or investment power. Ordinary shares subject to options and warrants currently exercisable or exercisable within 60 days are deemed outstanding and have therefore been included in the number of shares owned and the calculation of
the percentage ownership of the person holding the options but are not deemed outstanding for computing the percentage ownership of any other person.
|
|
|
|
|
|
|
|
|
|
|
Shares
Beneficially owned
|
|
Name of Beneficial Owner
|
|
Number
|
|
|
Percent
(%)
|
|
5% Shareholders
|
|
|
|
|
|
|
|
|
Eminence Capital, LP
(1)
|
|
|
4,342,083
|
|
|
|
6.08
|
%
|
Principal Real Estate Investors,
LLC
(2)
|
|
|
3,874,188
|
|
|
|
5.42
|
%
|
Norges Bank (Central Bank of
Norway)
(3)
|
|
|
3,607,741
|
|
|
|
5.05
|
%
|
Directors and Senior Management
|
|
|
|
|
|
|
|
|
David Ruberg
(4)
|
|
|
1,015,418
|
|
|
|
1.42
|
%
|
Jean F.H.P. Mandeville
(5)
|
|
|
11,318
|
|
|
|
*
|
|
Frank Esser
(5)
|
|
|
4,845
|
|
|
|
*
|
|
Mark Heraghty
(5)
|
|
|
4,845
|
|
|
|
*
|
|
Rob Ruijter
(5)
|
|
|
4,845
|
|
|
|
*
|
|
Richard Rowson
(6)
|
|
|
2,375
|
|
|
|
*
|
|
Giuliano Di Vitantonio
(7)
|
|
|
37,405
|
|
|
|
*
|
|
Jaap Camman
(8)
|
|
|
15,258
|
|
|
|
*
|
|
Jan Pieter Anten
(9)
|
|
|
19,889
|
|
|
|
*
|
|
Adriaan Oosthoek
(10)
|
|
|
13,412
|
|
|
|
*
|
|
Josh Joshi
(11)
|
|
|
79,604
|
|
|
|
*
|
|
Notes:
(1)
|
Eminence Capital, LP filed a schedule 13G/A on February 14, 2018, in which it reported that 4,342,083 ordinary shares were held by direct and indirect subsidiaries of Eminence Capital, LP in their role as the
management company to the Eminence Funds, with respect to ordinary shares directly owned by the Eminence Funds and the investment advisor to Eminence GP, LLC, separately managed accounts (SMA), with respect to ordinary shares directly
owned by the SMA. Eminence Capital may be deemed to have voting and dispositive power over the shares held for the accounts of the Eminence Funds and the SMA.
|
(2)
|
Principal Real Estate Investors, LLC filed a schedule 13G on February 15, 2018, in which it reported 3,874,188 ordinary shares were beneficially owned by Principal Real Estate Investors, LLC.
|
(3)
|
Norges Bank (The Central Bank of Norway) filed a schedule 13G on November 27, 2017, in which it reported 3,607,741 ordinary shares were beneficially owned by Norges Bank.
|
(4)
|
Mr. Ruberg is our President, Chief Executive Officer, Vice-Chairman and Executive Director. Mr. Rubergs shares beneficially owned consist of our ordinary shares and performance shares.
|
(5)
|
Messieurs Esser, Heraghty, Mandeville, and Ruijter own our shares and restricted shares (subject to
lock-up
provisions).
|
(6)
|
Mr. Rowson is our Interim Chief Financial Officer. Mr. Rowsons shares beneficially owned, consist of restricted shares.
|
(7)
|
Mr. Di Vitantonio is our Chief Marketing and Strategy Officer. Mr. Di Vitantonios total shares beneficially owned consist of ordinary shares and performance shares.
|
(8)
|
Mr. Camman is our Senior Vice President of Legal and Corporate Secretary. Mr. Cammans total shares beneficially owned consist of ordinary shares, performance shares and restricted shares.
|
(9)
|
Mr. Anten is our Senior Vice President of Human Resources. Mr. Antens total shares beneficially owned consist of ordinary shares, performance shares and restricted shares.
|
73
(10)
|
Mr. Oosthoek is our Senior Vice President Operations and ICT. Mr. Oosthoeks total shares beneficially owned consist of ordinary shares, performance shares and restricted shares.
|
(11)
|
Mr. Joshi was our Chief Financial Officer. Mr. Joshis total shares beneficially owned consist of ordinary shares and performance shares.
|
*
|
Indicates beneficial ownership of less than 1 percent of the class of shares.
|
We
effected a registered public offering of our ordinary shares, which began trading on the NYSE on January 28, 2011. Our major shareholders have the same voting rights as our other shareholders. As of April 18, 2018, we had 10 shareholders
of record. Two of those, located in the United States, held in aggregate 71,327,554 ordinary shares, representing approximately 99.8% of our outstanding ordinary shares. The United States shareholders of record include, however, Cede & Co.,
which, as nominee for The Depository Trust Company, is the record holder of 71,308,744 ordinary shares. Accordingly, we believe that the shares held by Cede & Co. include ordinary shares beneficially owned by both holders in the United
States and
non-United
States beneficial owners. As a result, these numbers may not accurately represent the number of beneficial owners in the United States.
As reported on Schedule 13G/A, Amendment No. 1, filed February 14, 2013, by ING Groep N.V. with the SEC, as of that date, ING Groep
N.V. and certain of its direct and indirect subsidiaries beneficially owned 4,412,704 ordinary shares of the Company, constituting 6.67% of the outstanding ordinary shares. As reported on Schedule 13G/A, Amendment No. 2, filed on
February 14, 2014, by ING Groep N.V. with the SEC, as of that date, ING Groep N.V. and certain of its direct and indirect subsidiaries beneficially owned 2,223,152 ordinary shares of the Company, constituting 3.26% of the outstanding ordinary
shares.
As reported on Schedule 13G, filed on April 7, 2014, by Eminence Capital, LLC, Eminence GP, LLC and Ricky C. Sandler with
the SEC, as of that date, Eminence Capital, LLC, Eminence GP, LLC and Ricky C. Sandler managed funds and advised accounts with aggregate beneficial ownership of 3,889,362 ordinary shares, 3,486,181 ordinary shares and 3,889,362 ordinary shares of
the Company, respectively, constituting 5.6%, 5.1% and 5.6% of the outstanding ordinary shares, respectively. As reported on Schedule 13G/A, Amendment No. 1, filed on February 17, 2015, by Eminence Capital, LP, Eminence GP, LLC and Ricky
C. Sandler with the SEC, as of that date, Eminence Capital, LP, Eminence GP, LLC and Ricky C. Sandler managed funds and advised accounts with aggregate beneficial ownership of 6,058,008 ordinary shares, 5,340,840 ordinary shares and 6,063,008
ordinary shares of the Company, respectively, constituting 8.8%, 7.7% and 8.8% of the outstanding ordinary shares, respectively. As reported on Schedule 13G/A, Amendment No. 2, filed on February 16, 2016, by Eminence Capital, LP, Eminence
GP, LLC and Ricky C. Sandler with the SEC, as of that date, Eminence Capital, LP, Eminence GP, LLC and Ricky C. Sandler managed funds and advised accounts with aggregate beneficial ownership of 5,356,519 ordinary shares, 4,532,737 ordinary shares
and 5,361,519 ordinary shares of the Company, respectively, constituting 7.7%, 6.5% and 7.7% of the outstanding ordinary shares, respectively. As reported on Schedule 13G/A, Amendment No. 3, filed on February 6, 2017, by Eminence Capital,
LP, Eminence GP, LLC and Ricky C. Sandler with the SEC, as of that date, Eminence Capital, LP, Eminence GP, LLC and Ricky C. Sandler managed funds and advised accounts with aggregate beneficial ownership of 4,471,424 ordinary shares, 3,542,072
ordinary shares and 4,476,424 ordinary shares of the Company, respectively, constituting 6.3%, 5.0% and 6.3% of the outstanding ordinary shares, respectively. As reported on Schedule 13G/A, Amendment No. 4, filed on February 14, 2018, by
Eminence Capital, LP, Eminence GP, LLC and Ricky C. Sandler with the SEC, as of that date, Eminence Capital, LP, Eminence GP, LLC and Ricky C. Sandler managed funds and advised accounts with aggregate beneficial ownership of 4,342,083 ordinary
shares, 3,310,807 ordinary shares and 4,342,083 ordinary shares of the Company, respectively, constituting 6.1%, 4.6% and 6.1% of the outstanding ordinary shares, respectively.
As reported on Schedule 13G/A, Amendment No. 2, filed on February 12, 2015, by Lamont Finance N.V., Baker Communications Fund II,
L.P., Baker Communications Fund II (Cayman), L.P., Baker Capital Partners II (Anguilla), LLC, Baker Capital Partners II, LLC, John C. Baker, Robert M. Manning and Henry G. Baker with the SEC, as of that date, (i) Lamont Finance N.V., Baker
Communications Fund II (Cayman), L.P. and Baker Capital Partners II (Anguilla), LLC beneficially owned 18,642,916 ordinary shares, constituting 27.0% of the outstanding ordinary shares of the Company, (ii) Baker Communications Fund II, L.P. and
Baker Capital Partners II, LLC beneficially owned 14,976 ordinary shares and 34,976 ordinary shares of the Company, respectively, constituting 0.0% and 0.1% of the outstanding ordinary shares, respectively, and (iii) John C. Baker, Robert M.
Manning and Henry G. Baker beneficially owned 18,745,557 ordinary shares, 18,695,083 ordinary shares and 18,683,643 ordinary shares of the Company, respectively, constituting 27.1%, 27.0% and 27.0% of the outstanding ordinary shares, respectively.
As reported on Form
6-K
filed on June 3, 2015 with the SEC, on June 2, 2015, Lamont
Finance N.V. and Baker Communications Fund II, L.P. requested that we instruct our Transfer Agent, American Stock Transfer & Trust Company, to remove the restrictive legend on all of the 18,657,592 ordinary 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 initially acquired Interxion shares in 2000. Under the terms of the undertaking executed by Baker in support of the proposed transaction between Interxion and
TelecityGroup plc, it was
74
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 TelecityGroup plc and the related undertaking executed by Baker. As a result of the 18.6 million ordinary share distribution by funds affiliated with Baker, Mr. John Baker (on June 5, 2015) and Mr. Rob Manning
(on June 7, 2015), tendered their resignations as Directors, effective immediately. Mr. Jean F.H.P. Mandeville was appointed as the new Chairman of the Board replacing Mr. Baker, effective June 8, 2015.
As reported on Schedule 13G/A, Amendment No. 3, filed on February 11, 2016, by Lamont Finance N.V., Baker Communications Fund II,
L.P., Baker Communications Fund II (Cayman), L.P., Baker Capital Partners II (Anguilla), LLC, Baker Capital Partners II, LLC, John C. Baker, Robert M. Manning and Henry G. Baker with the SEC, as of that date, Lamont Finance N.V., Baker
Communications Fund II, L.P., Baker Communications Fund II (Cayman), L.P., Baker Capital Partners II (Anguilla), LLC and Baker Capital Partners II, LLC no longer beneficially owned any ordinary shares of the Company and John C. Baker, Robert M.
Manning and Henry G. Baker beneficially owned 166,500 ordinary shares, 28,015 ordinary shares and 19,191 ordinary shares of the Company, respectively, constituting 0.2%, 0.0% and 0.0% of the outstanding ordinary shares, respectively.
As reported on Schedule 13G, filed on February 13, 2015, by North Run Capital, LP, North Run Advisors, LLC, Todd B. Hammer and Thomas B.
Ellis with the SEC, as of that date, certain private pooled investment vehicles beneficially owned 4,950,300 ordinary shares of the Company, constituting 7.2% of the outstanding ordinary shares. As reported on Schedule 13G/A, Amendment No. 1,
filed on February 12, 2016, by North Run Capital, LP, North Run Advisors, LLC, Todd B. Hammer and Thomas B. Ellis with the SEC, as of that date, certain private pooled investment vehicles no longer beneficially owned any ordinary shares of the
Company.
As reported on Schedule 13G, filed on February 12, 2016, by Thornburg Investment Management Inc with the SEC, as of that
date, Thornburg Investment Management Inc beneficially owned 4,581,372 ordinary shares of the Company, constituting 6.58% of the outstanding ordinary shares. As reported on Schedule 13G/A, Amendment No. 1, filed on February 8, 2017, by
Thornburg Investment Management Inc with the SEC, as of that date, Thornburg Investment Management Inc beneficially owned 2,130,044 ordinary shares of the Company, constituting 3.02% of the outstanding ordinary shares.
As reported on Schedule 13G, filed on November 27, 2017, by Norges Bank with the SEC, as of that date, Norges Bank beneficially owned
3,607,741 ordinary shares of the Company, constituting 5.06% of the outstanding ordinary shares.
As reported on Schedule 13G, filed on
February 15, 2018, by Principal Real Estate Investors, LLC, with the SEC, as of December 31, 2017, Principal Real Estate Investors, LLC, beneficially owned 3,874,188 ordinary shares of the Company, constituting 5.4% of the outstanding
ordinary shares.
To our knowledge, we are not directly or indirectly owned or controlled by any other corporation, by any foreign
government or by any other natural or legal person either severally or jointly. As far as is known to us, there are no arrangements the operation of which may, at a subsequent date, result in a change in control of the Company.
Related party transactions
Transactions
with related parties are disclosed in note 27 of our Financial Statements.
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ITEM 8: FINANCIAL INFORMATION
Reference is made to Item 18 for a list of all financial statements filed as part of this annual report. For information on legal
proceedings, please refer to Item 4 Information on the Company, above.
Dividends and Dividend Policy
We have never declared or paid cash dividends on our ordinary shares. We currently intend to retain any future earnings to fund the development
and growth of our business and do not currently anticipate paying dividends on our ordinary shares. Our Board of Directors has the discretion to determine to what extent profits shall be retained by way of a reserve. The remaining profits will be at
the disposal of our General Meeting of Shareholders for distribution of a dividend or to be added to the reserves or for such other purposes as our General Meeting of Shareholders decides, upon a proposal of our Board of Directors. Our Board of
Directors, in determining whether to recommend to our shareholders the payment of dividends, will consider our ability to declare and pay dividends in light of our future operations and earnings, capital expenditure requirements, general financial
conditions, legal and contractual restrictions and other factors that it may deem relevant. In addition, our outstanding 625.0 million 6.00% Senior Secured Notes due 2020 and our credit agreements limit our ability to pay dividends and we
may in the future become subject to debt instruments or other agreements that further limit our ability to pay dividends. To the extent we pay dividends in euro, the amount of U.S. dollars realized by shareholders will vary depending on the rate of
exchange between U.S. dollars and euro. Shareholders will bear any costs related to the conversion of euro into U.S. dollars.
We are a
holding company incorporated in The Netherlands. Under Dutch law, we may only pay dividends out of our profits or our share premium account subject to our ability to service our debts as they fall due in the ordinary course of our business and
subject to Dutch law and our Articles of Association. See Item 10 Additional InformationGeneral. We rely on dividends paid to us by our wholly-owned subsidiaries in the United Kingdom, France, Germany, Austria, The
Netherlands, Ireland, Spain, Sweden, Switzerland, Belgium and Denmark to fund the payment of dividends, if any, to our shareholders.
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ITEM 9: THE OFFER AND LISTING
Markets
Our ordinary shares began
trading on the NYSE under the symbol INXN on January 28, 2011.
New York Stock Exchange Trading History
The following table shows, for the periods indicated, the high and low sales prices per ordinary share as reported on the NYSE.
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Yearly highs and lows
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High
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Low
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($ per ordinary share)
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2017
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59.22
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34.35
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2016
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38.85
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26.75
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2015
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33.16
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26.11
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2014
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29.70
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22.66
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2013
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27.98
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20.56
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Quarterly highs and lows
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High
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Low
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($ per ordinary share)
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2017
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First quarter
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40.00
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34.35
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Second quarter
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46.67
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39.00
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Third quarter
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52.15
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44.03
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Fourth quarter
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59.22
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49.81
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2016
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First quarter
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34.70
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26.75
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Second quarter
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38.70
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33.22
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Third quarter
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38.72
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35.98
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Fourth quarter
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38.85
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32.21
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2015
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First quarter
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33.16
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26.23
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Second quarter
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32.00
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27.04
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Third quarter
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29.18
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26.11
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Fourth quarter
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31.48
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26.25
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2014
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First quarter
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25.88
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22.66
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Second quarter
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27.86
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23.50
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Third quarter
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29.70
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26.33
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Fourth quarter
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28.78
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24.53
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2013
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First quarter
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26.63
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21.90
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Second quarter
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27.98
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22.60
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Third quarter
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27.43
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21.98
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Fourth quarter
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24.27
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20.56
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77
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Monthly highs and lows
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High
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Low
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($ per ordinary share)
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2018
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January
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63.39
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56.72
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February
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64.00
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54.35
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March
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63.97
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54.87
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April (through April 27 2018)
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65,75
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60.41
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2017
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October
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53.70
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49.81
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November
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59.14
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53.42
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December
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59.22
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54.84
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On April 27, 2018, the closing price of InterXions ordinary shares listed on The New York Stock
Exchange was $64.85.
78
ITEM 10: ADDITIONAL INFORMATION
Material contracts
The Intercreditor Agreement
dated as of July 3, 2013, among InterXion Holding N.V. and certain of its subsidiaries and Barclays Bank PLC as security trustee.
The intercreditor agreement entered into in connection with the 2013 Super Senior Revolving Facility Agreement and the Indenture is referred
to in this description as the Intercreditor Agreement and InterXion Holding N.V. and each of its subsidiaries that incurs any liability or provides any guarantee under the 2013 Super Senior Revolving Facility Agreement or the Indenture
is referred to in this description as a Debtor and are referred to collectively as the Debtors.
In connection
with the 2013 Super Senior Revolving Facility Agreement, InterXion Holding N.V. and certain of its subsidiaries entered into an English law governed intercreditor agreement governing the relationships and relative priorities among: (i) the
lenders under the 2013 Super Senior Revolving Facility Agreement; (ii) original hedge counterparty or other persons that accede to the intercreditor agreement as counterparties (the Hedge Counterparties) to certain hedging
agreements (the Hedging Agreements); (iii) the holders of the Senior Secured Notes; and (iv) intra-group creditors and debtors. In addition, the Intercreditor Agreement regulates the relationship between InterXion Holding N.V. and
its subsidiaries, on the one hand, and shareholders of InterXion Holding N.V. and related parties, on the other.
The Intercreditor
Agreement, among other things, sets out:
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the relative ranking of certain indebtedness of the Debtors (including under the Facility Agreements and the Senior Secured Notes);
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the relative ranking of certain security granted by the Debtors;
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when payments can be made in respect of certain indebtedness of the Debtors (including the Revolving Facility Agreements and the Senior Secured Notes);
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when enforcement actions can be taken in respect of that indebtedness and the distribution of any enforcement proceeds;
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the terms pursuant to which that indebtedness will be subordinated upon the occurrence of certain insolvency events;
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turnover provisions; and
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when security and guarantees will be released to permit a sale of the collateral.
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The
Intercreditor Agreement allows for the issuance of senior unsecured notes by InterXion Holding N.V., and for such senior unsecured notes to be guaranteed by the Debtors on a subordinated basis, and includes customary provisions in relation to
issuance of the senior unsecured notes. By accepting a note, holders of the notes shall be deemed to have agreed to, and accepted the terms and conditions of, the Intercreditor Agreement.
The 2013 Super Senior Revolving Facility Agreement dated as of June 17, 2013 (as amended and/or restated from time to time), among InterXion
Holding N.V. and the financial institutions party thereto, as Lenders and Barclays Bank PLC, as agent and security trustee.
On
June 17, 2013, we entered into the 100.0 million 2013 Super Senior Revolving Facility Agreement between, among others, InterXion Holding N.V., the lenders named therein and Barclays Bank PLC as agent (for the purpose of this section,
the Agent) and security trustee, pursuant to which the 2013 Super Senior Revolving Facility has been made available to the Company.
Borrowings under the 2013 Super Senior Revolving Facility will be used to finance our general corporate and working capital needs (including
capital expenditure, acquisitions and investments, which are not prohibited by the 2013 Super Senior Revolving Facility Agreement), but not the prepayment, repayment or redemption of bonds, term debt or replacement debt (or any interest in any
bonds, term debt or replacement debt) and the purchase of bonds, term debt or replacement debt in open market purchases or otherwise (as such terms are defined in the 2013 Super Senior Revolving Facility Agreement).
The 2013 Super Senior Revolving Facility Agreement initially bears interest at an annual rate equal to EURIBOR (or, for loans
79
denominated in Sterling, USD, DKK, SEK or CHF, LIBOR, CIBOR or STIBOR) as applicable, plus a margin of 3.50% per annum, subject to a margin ratchet pursuant to which the margin may be reduced by
up to a maximum of 1.00% per annum if total net debt (as defined in the 2013 Super Senior Revolving Facility Agreement) at each quarter end to the pro forma Adjusted EBITDA for the 12 months ending on that quarter end (as such terms are defined in
the 2013 Super Senior Revolving Facility Agreement) is equal to, or less than, 2.00:1.
We are also required to pay a commitment fee,
quarterly in arrears, on available but undrawn commitments under the 2013 Super Senior Revolving Facility Agreement at a rate of 40.0% of the then applicable margin.
The 2013 Super Senior Revolving Facility had a final maturity date of July 3, 2018. On July 31, 2017 we extended the maturity of the
2013 Super Senior Revolving Facility to December 31, 2018. Any amount still outstanding at that time will be immediately due and payable. Subject to certain conditions, any borrower under the 2013 Super Senior Revolving Facility Agreement may
voluntarily prepay the utilizations and the borrower may permanently cancel all or part of the available commitments under the 2013 Super Senior Revolving Facility in a minimum amount of 5,000,000 (in relation to a voluntary cancellation) or
1,000,000 (in relation to a voluntary repayment) by giving not less than, in relation to a voluntary cancellation, three business days and, in relation to a voluntary repayment, five business days (or, in each case, such shorter
period as the required majority lenders under the 2013 Super Senior Revolving Facility Agreement agree) prior notice to the Agent.
We may
reborrow amounts repaid, subject to certain conditions, until one month before final maturity.
In addition to voluntary prepayments, the
2013 Super Senior Revolving Facility Agreement requires mandatory prepayment (or, as the case may be, an offer to do so) in full or in part in certain circumstances, including:
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with respect to any lender, if it becomes unlawful for such lender to perform any of its obligations under the 2013 Super Senior Revolving Facility Agreement or to maintain its participation in any loan under the 2013
Super Senior Revolving Facility;
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if a lender so requires in respect of that lenders participation in an outstanding loan under the 2013 Super Senior Revolving Facility, upon a Change of Control (as defined in the 2013 Super Senior Revolving
Facility Agreement); and/or
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upon the occurrence of the sale of all or substantially all of the assets of the Group.
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Drawdowns under the 2013 Super Senior Revolving Facility are subject to satisfaction of certain conditions precedent on the date the
applicable drawdown is requested and on the date such loan is utilized including: (i) no default (or event of default for rollover of existing loans at the end of an interest period) is continuing or would result from such drawdown and
(ii) certain repeating representations and warranties specified in the 2013 Super Senior Revolving Facility Agreement being true in all material respects.
The 2013 Super Senior Revolving Facility is guaranteed irrevocably and unconditionally on a joint and several basis by certain members of the
Group (subject to applicable local law limitations). Borrowings under the 2013 Super Senior Revolving Facility are secured by certain share pledges over the guarantors (other than the Company) under the 2013 Super Senior Revolving Facility,
inter-company loan receivables owed to the Company or any of the guarantors under the 2013 Super Senior Revolving Facility and the bank accounts of the Company and the guarantors under the 2013 Super Senior Revolving Facility.
The 2013 Super Senior Revolving Facility Agreement contains customary operating and restrictive covenants, subject to certain agreed
exceptions, qualifications and thresholds as well as customary events of default (subject in certain cases to agreed grace periods, qualifications and thresholds), including a cross default with respect to an event of default under the Indenture (as
defined below) governing the Senior Secured Notes (as defined below). The 2013 Super Senior Revolving Facility also requires the Company, each borrower and each guarantor to observe certain customary affirmative covenants (subject to certain agreed
exceptions, qualifications and thresholds) and requires the Company to comply with a leverage ratio financial covenant (calculated as the ratio of consolidated total net debt at each quarter end to pro forma Adjusted EBITDA for the 12 months ending
on that quarter end).
The 2017 Senior Secured Revolving Facility Agreement dated as of March 9, 2017 (as amended and/or restated from time to
time), among InterXion Holding N.V. and the financial institutions party thereto, as Lenders, ABN AMRO Bank N.V. as agent and Barclays Bank PLC as security trustee.
On March 9, 2017, we entered into the 100.0 million 2017 Senior Secured Revolving Facility Agreement by and among InterXion
Holding N.V., the guarantors thereunder, ABN AMRO Bank N.V., Bank of America Merrill Lynch International Limited and Citigroup Global Markets Limited as lenders thereunder, ABN AMRO Bank N.V. as agent (for the purpose of this section, the
Agent) and Barclays Bank PLC as security trustee.
80
The 2017 Senior Secured Revolving Facility had an initial maturity date of 12 months from the
date of the 2017 Senior Secured Revolving Facility Agreement, with the Company having the option to extend the maturity date by a further
six-month
period in accordance with the terms of the 2017 Senior
Secured Revolving Facility. The 2017 Senior Secured Revolving Facility initially bears interest at a rate per annum equal to EURIBOR (subject to a zero percent floor) plus a margin of 2.25% per annum, subject to a margin ratchet, pursuant to which
the margin may be increased to a maximum of 3.25% per annum if the 2017 Senior Secured Revolving Facility is extended up to an additional six months after its initial maturity date.
On July 28, 2017, we amended the terms of the 2017 Senior Secured Revolving Facility Agreement to increase the amount available to
100.0 million and to add a second extension option to extend the maturity of the 2017 Senior Secured Revolving Facility to December 31, 2018. We elected, as of March 1, 2018, to extend the maturity of the 2017 Senior Secured
Revolving Facility Agreement to September 9, 2018.
Borrowings under the 2017 Senior Secured Revolving Facility will be used to
finance our general corporate and working capital needs (including capital expenditure, acquisitions and investments, which are not prohibited by the 2017 Senior Secured Revolving Facility Agreement), but excluding the refinancing of other financial
indebtedness and the prepayment, repayment or redemption or purchase of, or payments of interest in respect of, any other financial indebtedness (other than, in each case, to the extent incurred or arising intra-restricted group and under the 2013
Super Senior Revolving Facility).
We are also required to pay a commitment fee, quarterly in arrears, on available but undrawn
commitments under the 2017 Senior Secured Revolving Facility Agreement at a rate of 35.0% of the then applicable margin.
Any amount still
outstanding at the maturity of the 2017 Senior Secured Revolving Facility will be immediately due and payable. Subject to certain conditions, any borrower under the 2017 Senior Secured Revolving Facility Agreement may voluntarily prepay the
utilizations and the borrower may permanently cancel all or part of the available commitments under the 2017 Senior Secured Revolving Facility in a minimum amount of 5,000,000 (in relation to a voluntary cancellation) and 1,000,000 (in
relation to a voluntary prepayment) by giving not less than three business days (or such shorter period as the required majority lenders under the 2017 Senior Secured Revolving Facility Agreement agree) prior notice to the Agent.
We may reborrow amounts repaid, subject to certain conditions, until one month before final maturity.
In addition to voluntary prepayments, the 2017 Senior Secured Revolving Facility Agreement requires mandatory prepayment (or, as the case may
be, an offer to do so) in full or in part in certain circumstances, including:
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with respect to any lender, if it becomes unlawful for such lender to perform any of its obligations under the 2017 Senior Secured Revolving Facility Agreement or to maintain its participation in any loan under the 2017
Senior Secured Revolving Facility;
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if a lender so requires in respect of that lenders participation in an outstanding loan under the 2017 Senior Secured Revolving Facility, upon a Change of Control (as defined in the 2017 Senior Secured Revolving
Facility Agreement);
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upon the occurrence of the sale of all or substantially all of the assets of the Group;
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from the net proceeds of certain financing proceeds, insurance proceeds and/or asset sale; and/or
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if the 2013 Super Senior Revolving Facility is fully cancelled and repaid or prepaid.
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The
2017 Senior Secured Revolving Facility requires, within a specified period of time, for it to be guaranteed irrevocably and unconditionally on a joint and several basis by certain members of the Group (subject to applicable local law limitations)
with borrowings thereunder to be secured by certain share pledges over the guarantors (other than the Company) under the 2017 Senior Secured Revolving Facility, inter-company loan receivables owed to the Company or any of the guarantors under the
2017 Senior Secured Revolving Facility and the bank accounts of the Company and the guarantors under the 2017 Senior Secured Revolving Facility.
81
The 2017 Senior Secured Revolving Facility Agreement contains customary operating and restrictive
covenants, subject to certain agreed exceptions, qualifications and thresholds as well as customary events of default (subject in certain cases to agreed grace periods, qualifications and thresholds), including a cross default with respect to an
event of default under the Indenture (as defined below) governing the Senior Secured Notes (as defined below). The 2017 Senior Secured Revolving Facility also requires the Company, and each guarantor to observe certain customary affirmative
covenants (subject to certain agreed exceptions, qualifications and thresholds) and requires the Company to comply with a leverage ratio financial covenant (calculated as the ratio of consolidated total net debt at each quarter end to pro forma
Adjusted EBITDA for the 12 months ending on that quarter end).
The 2018 Subordinated Revolving Facility Agreement dated as of March 16, 2018
(as amended and/or restated from time to time), among InterXion Holding N.V. and the financial institutions party thereto, as Lenders, ABN AMRO Bank N.V. as agent.
On March 16, 2018, we entered into the 225.0 million 2018 Subordinated Revolving Facility Agreement by and among InterXion
Holding N.V., the guarantors thereunder, ABN AMRO Bank N.V. and Bank of America Merrill Lynch International Limited as lenders thereunder and ABN AMRO Bank N.V. as agent (for the purpose of this section, the Agent).
The 2018 Subordinated Revolving Facility had an initial maturity date of December 31, 2018 (the Initial Termination Date),
with the Company having the option to extend the maturity date up to December 31, 2019 in accordance with the terms of the 2018 Subordinated Revolving Facility. The 2018 Subordinated Revolving Facility initially bears interest at a rate per
annum equal to EURIBOR (subject to a zero percent floor) plus a margin of 3.00% per annum from the date of the 2018 Subordinated Revolving Facility to and including June 30, 2018, subject to a margin ratchet pursuant to which the margin may
increase thereafter on a quarterly basis by 25 basis points, to a maximum of 3.50% per annum to and including the Initial Termination Date. If the 2018 Subordinated Revolving Facility is extended after the Initial Termination Date, the margin will
increase from January 1, 2019 to and including March 31, 2019 to 3.75% per annum, subject to a further margin ratchet pursuant to which the margin may increase thereafter to 4.00% per annum, subject to a maximum of 4.50% per annum after
the Initial Termination Date and up to December 31, 2019.
The 2018 Subordinated Revolving Facility is subordinated in right of
payment to any debt of the Company or any restricted subsidiary outstanding under each of the 2013 Super Senior Revolving Facility, the 2017 Senior Secured Revolving Facility, the Senior Secured Notes and any other debt of the Company or any
restricted subsidiary, unless the instrument under which such debt is incurred expressly provides that it is
pari passu
or subordinated in right of payment to the 2018 Subordinated Revolving Facility. In addition, the 2018 Subordinated
Revolving Facility is subject to customary payment block and enforcement standstill provisions, in each case, with a long stop date of 179 days.
Borrowings under the 2018 Subordinated Revolving Facility, among other things, is subject to an aggregate principal amount of not less than
180,000,000 (or its equivalent) being outstanding under the 2013 Super Senior Revolving Facility and/or the 2017 Senior Secured Revolving Facility on the utilization date of the 2018 Subordinated Revolving Facility.
Borrowings under the 2018 Subordinated Revolving Facility will be used towards the general corporate and working capital purposes of the
restricted group including capital expenditure, acquisitions and investments which are not prohibited by the 2018 Subordinated Revolving Facility Agreement, but excluding refinancing any other financial indebtedness and the prepayment, repayment,
redemption or purchase of, or payments of interest in respect of, any other financial indebtedness (other than, in each case, to the extent incurred or arising intra-restricted group).
We are also required to pay a commitment fee, quarterly in arrears, on available but undrawn commitments under the 2018 Subordinated Revolving
Facility Agreement at a rate of 40.0% of the then applicable margin.
Any amount still outstanding at the maturity of the 2018
Subordinated Revolving Facility will be immediately due and payable. Subject to certain conditions, the Company may voluntarily prepay the utilizations and the borrower may permanently cancel all or part of the available commitments under the 2018
Subordinated Revolving Facility in a minimum amount of 5,000,000 (in relation to a voluntary cancellation) and 1,000,000 (in relation to a voluntary prepayment) by giving not less than three business days (or such shorter period as
the required majority lenders under the 2018 Subordinated Revolving Facility Agreement agree) prior notice to the Agent.
We may reborrow
amounts repaid, subject to certain conditions, until one month before final maturity.
In addition to voluntary prepayments, the 2018
Subordinated Revolving Facility Agreement requires mandatory prepayment (or, as the case may be, an offer to do so) in full or in part in certain circumstances, including:
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with respect to any lender, if it becomes unlawful for such lender to perform any of its obligations under the 2018 Subordinated Revolving Facility Agreement or to maintain its participation in any loan under the 2018
Subordinated Revolving Facility;
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|
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if a lender so requires in respect of that lenders participation in an outstanding loan under the 2018 Subordinated Revolving Facility, upon a Change of Control (as defined in the 2018 Subordinated Revolving
Facility Agreement);
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upon the occurrence of the sale of all or substantially all of the assets of the Group;
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from the net proceeds of certain financing proceeds, insurance proceeds and/or asset sale; and/or
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if the Senior Secured Notes, the 2013 Super Senior Revolving Facility and the 2017 Senior Secured Revolving Facility are refinanced and the aggregate net proceeds thereof (free of any escrow arrangement) are greater
than 825,000,000.
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The 2018 Subordinated Revolving Facility is unsecured and is not guaranteed.
The 2018 Subordinated Revolving Facility Agreement contains customary operating and restrictive covenants, subject to certain agreed
exceptions, qualifications and thresholds as well as customary events of default (subject in certain cases to agreed grace periods, qualifications and thresholds), including a cross default with respect to an event of default under the Indenture (as
defined below) governing the Senior Secured Notes (as defined below). The 2018 Subordinated Revolving Facility also requires the Company, to observe certain customary affirmative covenants (subject to certain agreed exceptions, qualifications and
thresholds) and requires the Company to comply with a leverage ratio financial covenant (calculated as the ratio of consolidated total net debt at each quarter end to pro forma Adjusted EBITDA for the 12 months ending on that quarter end).
The Indenture dated July 3, 2013, among InterXion Holding N.V., as Issuer, the initial guarantors, 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 registrar and Luxembourg paying agent and Barclays Bank PLC, as security trustee.
On July 3, 2013, the Company issued an aggregate principal amount of 325.0 million 6.00% Senior Secured Notes due 2020 (the
Initial Notes). On April 29, 2014, the Company issued a further 150.0 million aggregate principal amount of 6.00% Senior Secured Notes due 2020. On April 14, 2016, the Company issued a further
150.0 million aggregate principal amount of 6.00% Senior Secured Notes due 2020. The notes issued on April 29, 2014 and April 14, 2016, are defined as the Additional Notes and together with the Initial Notes, as the
Senior Secured Notes. The Additional Notes were issued pursuant to the same indenture as the Initial Notes.
The aggregate
625.0 million Senior Secured Notes due 2020 are governed by an indenture dated July 3, 2013, between the Company, as issuer, and The Bank of New York Mellon, London Branch, as Trustee. The indenture contains customary restrictive
covenants, including but not limited to limitations or restrictions on our ability to incur debt, grant liens, make restricted payments and sell assets. The restrictive covenants are subject to customary exceptions and are governed by a consolidated
fixed charge ratio to exceed 2.00 and a consolidated senior leverage ratio not to exceed 4.00.
The obligations under the
625.0 million Senior Secured Notes due 2020 are guaranteed by certain of the Companys subsidiaries.
Optional Redemption
At any time on or after July 15, 2016, and before maturity, upon not less than 10 and not more than 60 days notice, we may
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redeem all or part of the Senior Secured Notes. These redemptions will be in amounts of 100,000 or integral multiples of 1,000 in excess thereof at the following redemption prices
(expressed as percentages of their principal amount at maturity), plus accrued and unpaid interest, if any, to the redemption date, if redeemed during the
12-month
period commencing on July 15 of the
years set forth below.
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|
Year
|
|
Redemption price
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|
2017
|
|
|
103.000
|
%
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2018
|
|
|
101.500
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%
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2019 and thereafter
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|
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100.000
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%
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General
Incorporation
and Registered Office
We were incorporated on April 6, 1998 as a private company with limited liability (
besloten vennootschap
met beperkte aansprakelijkheid
) under the laws of The Netherlands. On January 11, 2000, we were converted from a B.V. to a limited liability company (
naamloze vennootschap
) under the laws of The Netherlands.
Our corporate seat is in Amsterdam, The Netherlands. We are registered with the Trade Register of the Chamber of Commerce in Amsterdam under
number 33301892. Our executive offices are located at Scorpius 30, 2132 LR, Hoofddorp, The Netherlands. Our telephone number is +31 20 880 7600.
Articles of Association and Dutch Law
Set forth below is a summary of relevant information concerning our share capital and of material provisions of our Articles of Association
(the Articles) and applicable Dutch law. This summary does not constitute legal advice regarding those matters and should not be regarded as such.
Corporate Purpose
Pursuant to
Article 3 of our Articles, our corporate purpose is:
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(a)
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to incorporate, to participate in any way whatsoever in, to manage, to supervise businesses and companies;
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(b)
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to finance businesses and companies;
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(c)
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to borrow, to lend and to raise funds, including through the issue of bonds, debt instruments or other securities or evidence of indebtedness as well as to enter into agreements in connection with aforementioned
activities;
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(d)
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to render advice and services to businesses and companies, with which the Company forms a group and to third parties;
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(e)
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to grant guarantees, to bind the Company and to pledge its assets for obligations of businesses and companies, with which it forms a group and on behalf of third parties; and
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(f)
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to perform any and all activities of an industrial, financial or commercial nature, and to do all that is connected therewith or may be conducive thereto, all to be interpreted in the broadest sense.
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Issue of Ordinary Shares
Our
Articles provide that we may issue ordinary shares, or grant rights to subscribe for ordinary shares, pursuant to a resolution of our General Meeting of Shareholders upon a proposal of our Board. Our Articles provide that our General Meeting of
Shareholders may, upon a proposal of our Board, designate another body of the Company, which can only be our Board, as the competent body to issue ordinary shares, or grant rights to subscribe for ordinary shares. Pursuant to our Articles and Dutch
law, the period of designation may not exceed five years, but may be renewed by a resolution of our General Meeting of Shareholders for periods of up to five years. If not otherwise stated in the resolution approving the designation, such
designation is irrevocable. The resolution designating our Board must specify the number of shares that may be issued and, if applicable, any conditions to the issuance.
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Pursuant to a decision that was made at our General Meeting of Shareholders held on
January 26, 2011, certain amendments were made to our Articles of Association on January 28, 2011. Among others, our Board was designated as the corporate body competent to issue ordinary shares and to grant rights to subscribe for
ordinary shares with the power to limit or exclude
pre-emptive
rights related thereto. This authority is limited to a maximum equal to our authorized share capital from time to time. Our Boards authority
to issue ordinary shares and grant rights to acquire ordinary shares was for a period of five years and expired on January 28, 2016.
On June 24, 2016, our General Meeting of Shareholders designated our Board as the corporate body competent to issue ordinary shares and
to grant rights to subscribe for up to 3,501,301 ordinary shares, without
pre-emption
rights accruing to shareholders for the purpose of our employee incentive schemes, and to issue ordinary shares and to
grant rights to subscribe for ordinary shares up to 10% of the authorized share capital at that time. Our Boards authority to issue ordinary shares and grant rights to acquire ordinary shares was for a period of 18 months, which expired on
December 24, 2017. Our General Meeting of Shareholders may extend this period, subject to the limitations as set out above.
On
June 30, 2017, our General Meeting of Shareholders designated our Board as the corporate body competent to issue ordinary shares and to grant rights to subscribe for up to 2,871,542 ordinary shares, without
pre-emption
rights accruing to shareholders for the purpose of our employee incentive schemes, and to issue ordinary shares and to grant rights to subscribe for ordinary shares up to 10% of the authorized
share capital at that time. Our Boards authority to issue ordinary shares and grant rights to acquire ordinary shares was for a period of 18 months expiring on December 29, 2018.
Ordinary shares may not be issued at less than their nominal value and must be fully paid up upon issue.
No resolution of our General Meeting of Shareholders or our Board is required for an issue of ordinary shares pursuant to the exercise of a
previously granted right to subscribe for ordinary shares.
Pre-emptive
Rights
Dutch law and our Articles generally give our shareholders
pre-emptive
rights to subscribe in
proportion to the aggregate nominal value of the Shares held by the respective shareholder for any issue of new ordinary shares or grant of rights to subscribe for ordinary shares. Exceptions to these
pre-emptive
rights include: (i) the issue of ordinary shares and the grant of rights to subscribe for ordinary shares to our employees, or a group company in accordance with section 2:24b of the Dutch
Civil Code, (ii) the issue of ordinary shares in exchange for
non-cash
contributions, and (iii) the issue of ordinary shares which are issued to a person exercising a right to subscribe for ordinary
shares previously granted.
A shareholder has the legal right to exercise
pre-emption
rights for
at least two weeks after the date of the announcement of the issue or grant. However, our General Meeting of Shareholders, or our Board if so designated by our General Meeting of Shareholders, may restrict or exclude
pre-emptive
rights. A resolution by our General Meeting of Shareholders to designate another corporate body, which can only be our Board, as the competent authority to exclude or restrict
pre-emptive
rights requires a proposal by our Board and approval by a majority of at least
two-thirds
of the valid votes cast at our General Meeting of Shareholders if less
than half of our issued and outstanding share capital is present or represented. A simple majority is sufficient if more than half of our issued and outstanding share capital is present or represented. A resolution by our General Meeting of
Shareholders to designate our Board as the competent authority to exclude or restrict
pre-emptive
rights must be for a fixed period not exceeding five years and is only possible if our Board is simultaneously
designated as the corporate body authorized to issue ordinary shares. If not otherwise stated in the resolution approving designation, such designation is irrevocable. If our General Meeting of Shareholders has not designated our Board, our General
Meeting of Shareholders itself is the corporate body authorized to restrict or exclude
pre-emptive
rights upon a proposal by our Board.
Our Board was designated as the corporate body authorized to limit or exclude
pre-emptive
rights,
subject to the limited authority it has to issue ordinary shares and grant rights to subscribe for ordinary shares as set out under Issue of Ordinary Shares above, for a period of ending on January 28, 2016. In addition, our
Board was designated as the corporate body authorized, subject to the limited authority it has to issue ordinary shares and grant rights to subscribe for ordinary shares, without
pre-emption
rights accruing to
shareholders for the purpose of our employee incentive schemes as set out under Issue of Ordinary Shares above, for a period that ended on December 31, 2017. On June 30, 2017, our General Meeting of Shareholders extended
this period to December 29, 2018.
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Reduction of Share Capital
Our General Meeting of Shareholders may, subject to Dutch law and our Articles and only upon a proposal of our Board, resolve to reduce our
issued share capital by cancellation of ordinary shares or reduction of the nominal value of ordinary shares by amendment of our Articles. A resolution of our General Meeting of Shareholders to reduce the issued share capital must designate the
ordinary shares to which the resolution applies and must make provisions for the implementation of such resolution. A resolution to cancel ordinary shares may only be adopted in relation to ordinary shares or depositary receipts for such shares we
hold ourselves. A partial repayment or exemption from the obligation to pay up ordinary shares must be made pro rata, unless all our shareholders agree otherwise. A resolution at our General Meeting of Shareholders to reduce our issued share capital
requires a majority of at least
two-thirds
of the votes validly cast at a meeting at which less than half of our issued and outstanding share capital is present or represented. A simple majority is sufficient
if more than half of our issued and outstanding share capital is present or represented.
Acquisition of Ordinary Shares
We may acquire our own fully paid up ordinary shares at any time for no consideration or, subject to certain provisions of Dutch law and our
Articles, if (i) our shareholders equity minus the payment required to make the acquisition, does not fall below the sum of
called-up
and
paid-up
share
capital and any statutory reserves we must maintain by Dutch law or our Articles, and (ii) we and our subsidiaries would thereafter not hold ordinary shares or rights of pledge over ordinary shares with an aggregate nominal value exceeding 50%
of our issued and outstanding share capital.
Dutch law generally and more specifically the Dutch Civil Code, imposes minimum capital and
other reserve requirements on legal entities as a way of protecting shareholders and creditors and maintaining the capital of a company. Such minimum capital and reserve requirements include, among other things, complying with certain minimum
capital requirements when declaring and paying dividends and repurchasing shares in its own capital, maintaining reserves on the granting of legitimate financial assistance loans by a public limited company and maintaining reserves on the
revaluation of assets.
An acquisition of ordinary shares for a consideration must be authorized by our General Meeting of Shareholders.
Such authorization may be granted for a maximum period of 18 months and must specify the number of ordinary shares that may be acquired, the manner in which ordinary shares may be acquired and the price limits within which ordinary shares may be
acquired. Authorization is not required for the acquisition of ordinary shares in order to transfer them to our employees. The actual acquisition may only be effected by a resolution of our Board.
Any ordinary shares held by us in our own capital may not be voted on or counted for quorum purposes.
Exchange Controls and Other Provisions Relating to
Non-Dutch
Shareholders
There are no Dutch exchange control restrictions on investments in, or payments on, the ordinary shares. There are no special restrictions in
our Articles or Dutch law that limit the right of shareholders who are not citizens or residents of The Netherlands to hold or vote the ordinary shares.
Dividends and Distributions
We
may only make distributions to our shareholders in so far as our equity exceeds the sum of our
paid-in
and
called-up
share capital plus the reserves we are required to
maintain by Dutch law or our proposed Articles. Under our Articles, our Board may determine that a portion of the profits of the current financial year shall be added to our reserves. The remaining profits are at the disposal of our General Meeting
of Shareholders.
We may only make distributions of dividends to our shareholders after the adoption of our statutory annual accounts from
which it appears that such distributions are legally permitted. Our Board may, however, resolve to pay interim dividends on account of the profits of the current financial year if the equity requirement set out above is met, as evidenced by an
interim statement of assets and liabilities relating to the condition of such assets and liabilities on a date no earlier than the first day of the third month preceding the month in which the resolution to distribute interim dividends is made
public. Our General Meeting of Shareholders may resolve, upon a proposal to that effect by our Board, to pay distributions at the expense of any of our reserves.
In addition, if we choose to declare dividends, the payment of cash dividends on our shares is restricted under the terms of the agreements
governing our indebtedness.
Dividends and other distributions may be made in cash or, but only at all times with the approval of the
Board, in ordinary
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shares. Dividends and other distributions are due and payable as from the date determined by the corporate body resolving on the distribution. Claims to dividends and other declared distributions
lapse after five years from the date that such dividends or distributions became payable and any such amounts not collected within this period revert to us and are allocated to our general reserves.
General Meetings of Shareholders and Voting Rights
Our Annual General Meeting of Shareholders must be held within six months of the end of each of our financial years. It must be held in The
Netherlands in Amsterdam, Haarlemmermeer (Schiphol Airport) or Hoofddorp. Our financial year coincides with the calendar year. An Extraordinary General Meeting of Shareholders may be convened whenever our Board or CEO deems necessary. Shareholders
representing at least 10% of our issued and outstanding share capital may, pursuant to Dutch law and our Articles, request that a General Meeting of Shareholders be convened, specifying the items for discussion. If our Board has not convened a
General Meeting of Shareholders within four weeks of such a request so that a meeting can be held within six weeks following the request, the shareholders requesting the meeting are authorized to call a meeting themselves with due observance of the
relevant provisions of our Articles.
The notice convening any General Meeting of Shareholders must include an agenda indicating the items
for discussion, or it must state that the shareholders and any holders of depositary receipts for ordinary shares may review such agenda at our main offices in The Netherlands. We will have the notice published by electronic means of communication
which is directly and permanently accessible until the meeting and in such other manner as may be required to comply with any applicable rules of the NYSE. The explanatory notes to the agenda must contain all facts and circumstances that are
relevant for the proposals on the agenda. Such explanatory notes and the agenda will be placed on our website.
Shareholders holding at
least 3% of our issued and outstanding share capital may submit agenda proposals for any General Meeting of Shareholders. Provided we receive such proposals no later than 60 days before the date of the General Meeting of Shareholders, and provided
that such proposal does not, according to our Board, conflict with our vital interests, we will have the proposals included in the notice.
Each of the ordinary shares confers the right to cast one vote. Each shareholder entitled to participate in a General Meeting of Shareholders,
either in person or through a written proxy, is entitled to attend and address the meeting and, to the extent that the voting rights accrue to him, to exercise his voting rights in accordance with our Articles. The voting rights attached to any
ordinary shares, or ordinary shares for which depositary receipts have been issued, are suspended as long as they are held in treasury.
Our Board may allow shareholders to, in person or through a person holding a written proxy, participate in a General Meeting of Shareholders,
including to take the floor and, to the extent applicable, to exercise voting rights, through an electronic means of communication. Our Board selects the means of electronic communication and may subject its use to conditions.
To the extent that our Articles or Dutch law do not require a qualified majority, all resolutions of our General Meeting of Shareholders shall
be adopted by a simple majority of the votes cast.
The following resolutions of our General Meeting of Shareholders may be adopted only
upon a proposal by our Board:
|
(a)
|
to effect a statutory merger (
juridische fusie
) or demerger (
juridische splitsing
);
|
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(b)
|
to issue ordinary shares or to restrict or exclude
pre-emption
rights on ordinary shares to the extent the authority to issue has not been delegated to our Board;
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|
(c)
|
to designate our Board as the corporate body authorized to issue ordinary shares or rights to subscribe for ordinary shares and to restrict or to exclude the
pre-emption
rights on
ordinary shares or rights to subscribe for ordinary shares;
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(d)
|
to reduce our issued share capital;
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(e)
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to make a whole or partial distribution of reserves;
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(f)
|
to amend our Articles of Association or change our corporate form; and
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Amendment of our Articles of Association
Our General Meeting of Shareholders may resolve to amend our Articles upon a proposal made by our Board.
Dissolution and Liquidation
Under
our Articles, we may be dissolved by a resolution of our General Meeting of Shareholders upon a proposal of our Board.
In the event of
dissolution, our business will be liquidated in accordance with Dutch law and our Articles and the liquidation shall be effected by our Board. During liquidation, the provisions of our Articles will remain in force to the extent possible. Any assets
remaining upon completion of the dissolution will be distributed to the holders of ordinary shares in proportion to the aggregate nominal amount of their ordinary shares.
Disclosure of Information
Dutch
law contains specific rules intended to prevent insider trading, tipping and market manipulation. We are subject to these rules and accordingly, we have adopted a code of securities dealings in relation to our securities.
Squeeze Out
If a shareholder,
alone or together with group companies, (the Controlling Entity) holds a total of at least 95% of a companys issued share capital by nominal value for its own account, Dutch law permits the Controlling Entity to acquire the
remaining shares in the controlled entity (the Controlled Entity) by initiating proceedings against the holders of the remaining shares. The price to be paid for such shares will be determined by the Enterprise Chamber of the Amsterdam
Court of Appeal (the Enterprise Chamber). A Controlling Entity that holds less than 95% of the shares in the Controlled Entity, but that in practice controls the Controlled Entitys General Meeting of Shareholders, could attempt to
obtain full ownership of the business of the Controlled Entity through a legal merger of the Controlled Entity with another company controlled by the Controlling Entity, by subscribing to additional shares in the Controlled Entity (for example, in
exchange for a contribution of part of its own business), through another form of reorganization aimed at raising its interest to 95% or through other means.
In addition to the general
squeeze-out
procedure mentioned above, following a public offer, a holder
of at least 95% of the outstanding shares and voting rights has the right to require the minority shareholders to sell their shares to it. To the extent there are two or more types of shares, the request can only be made with regard to the type of
shares of which the shareholder holds at least 95% in aggregate representing at least 95% of the voting rights attached to those shares. Any request to require the minority shareholders to sell their shares must be filed with the Enterprise Chamber
within three months of the end of the acceptance period of the public offer. Conversely, in such a case, each minority shareholder has the right to require the holder of at least 95% of the outstanding shares and voting rights to purchase its
shares. The minority shareholders must file such claim with the Enterprise Chamber within three months of the end of the acceptance period of the public offer.
Reporting of Insider Transactions
Pursuant to the European Market Abuse Regulation (EU) 596/2014, the Directors and any other person who has managerial responsibilities or who
has the authority to make decisions affecting our future developments and business prospects or who has regular access to inside information relating to us (each an Insider), must notify The Netherlands Authority for the Financial
Markets (AFM) of all transactions conducted for his own account relating to shares or debt instruments of the Company admitted to trading on a regulated market or multilateral trading facility or financial instruments the value of which
is determined by the value of such shares or debt instruments. The AFM must be notified within three days following the transaction date. Notification may be postponed until the date the value of the transactions amounts to 5,000 or more per
calendar year.
In addition, persons closely associated with an Insider must notify the AFM of any transactions conducted for their own
account relating to such aforementioned financial instruments. The Market Abuse Regulation designates the following categories of persons: (i) the spouse or any partner considered by applicable law as equivalent to the spouse,
(ii) dependent children, (iii) other relatives who have shared the same household for at least one year at the relevant transaction date, and (iv) any legal person, trust or partnership, among other things, whose managerial
responsibilities are discharged by a Director or any other Insider or by a person referred to under (i), (ii) or (iii) above. The AFM keeps a public register of all notifications made pursuant to the Market Abuse Regulation.
Pursuant to the rules against insider trading we have, among other things, further adopted rules governing the holding of,
88
reporting and carrying out of transactions in our securities by the Directors or our employees. Further, we have drawn up a list of those persons working for us who could have access to inside
information on a regular or incidental basis and have informed the persons concerned of the rules against insider trading and market manipulation including the sanctions which can be imposed in the event of a violation of those rules.
Non-compliance
with the notification obligations under the Market Abuse Regulation could lead to
criminal penalties, administrative fines and
cease-and-desist
orders (and the publication thereof), imprisonment or other sanctions.
Following the introduction on July 3, 2016 of the Market Abuse Regulation (which has replaced the former market abuse rules), the
aforementioned notification obligation is limited to transactions involving our Senior Secured Notes and financial instruments the value of which is determined by the value of such Senior Secured Notes.
Comparison of Dutch Corporate Law and U.S. Corporate Law
The following comparison between Dutch corporation law, which applies to us, and Delaware corporation law, the law under which many
corporations in the United States are incorporated, discusses additional matters not otherwise described in this annual report.
Duties of directors
The Netherlands
Under Dutch law, the Board of Directors is collectively responsible for the policy and
day-to-day
management of the Company. The
non-executive
directors will be assigned the task of supervising the executive directors and providing them with advice. Each
director has a duty to the Company to properly perform the duties assigned to him. In addition, each Board member has a duty to act in the corporate interest of the Company. Under Dutch law, the corporate interest extends to the interests of all
corporate stakeholders, such as shareholders, creditors, employees, customers and suppliers. The duty to act in the corporate interest of the Company also applies in the event of a proposed sale or
break-up
of
the Company, whereby the circumstances generally dictate how such duty is to be applied. Any board resolution regarding a significant change in the identity or character of the Company or its business requires shareholders approval.
Delaware
The Board of
Directors of a Delaware corporation bears the ultimate responsibility for managing the business and affairs of a corporation. In discharging this function, directors of a Delaware corporation owe fiduciary duties of care and loyalty to the
corporation and to its shareholders. Delaware courts have decided that the directors of a Delaware corporation are required to exercise an informed business judgment in the performance of their duties. An informed business judgment means that the
directors have informed themselves of all material information reasonably available to them. Delaware courts have also imposed a heightened standard of conduct upon directors of a Delaware corporation who take any action designed to defeat a
threatened change in control of the corporation. In addition, under Delaware law, when the Board of Directors of a Delaware corporation approves the sale or
break-up
of a corporation, the Board of Directors
may, in certain circumstances, have a duty to obtain the highest value reasonably available to the shareholders.
Director terms
The Netherlands
Under Dutch
law, a director of a listed company is generally appointed for a maximum term of four years.
89
Delaware
The Delaware General Corporation Law generally provides for a
one-year
term for directors, but permits
directorships to be divided into up to three staggered classes with up to three-year terms, with the terms for each class expiring in different years, if permitted by the certificate of incorporation, an initial bylaw or a bylaw adopted by the
shareholders, with exceptions if the board is classified or if the company has cumulative voting.
Director vacancies
The Netherlands
Under Dutch
law, new members of the Board of Directors of a company such as ours are appointed by the General Meeting. Our Articles provide that our Board has nomination rights with respect to the appointment of a new member of our Board. If a nomination
consists of a list of two or more candidates, it is binding and the appointment to the vacant seat concerned shall be from the persons placed on the binding list of candidates and shall be effected through election. Notwithstanding the foregoing,
our General Meeting of Shareholders may, at all times, by a resolution passed with a
two-thirds
majority of the votes cast representing more than half of our issued and outstanding capital, resolve that such
list of candidates shall not be binding.
Delaware
The Delaware General Corporation Law provides that vacancies and newly created directorships may be filled by a majority of the directors then
in office (even though less than a quorum) unless (a) otherwise provided in the certificate of incorporation or
by-laws
of the corporation or (b) the certificate of incorporation directs that a
particular class of stock is to elect such director, in which case any other directors elected by such class, or a sole remaining director elected by such class, will fill such vacancy.
Shareholder proposals
The Netherlands
Pursuant to our Articles, extraordinary shareholders meetings will be held as often as our Board or our CEO deems
necessary. In addition, shareholders and/or persons with depository receipt holder rights representing in the aggregate at least
one-tenth
of the issued capital of the Company may request the Board to convene
a general meeting, specifically stating the business to be discussed. If our Board has not given proper notice of a general meeting within four weeks of receipt of such request such that the meeting can be held within six weeks of receipt of the
request, the applicants shall be authorized to convene a meeting themselves. Pursuant to Dutch law, one or more shareholders representing at least 10% of the issued share capital may request the Dutch Courts to order that a General Meeting be held.
The agenda for a meeting of shareholders must contain such items as our Board or the person or persons convening the meeting decide,
including the time and place of the shareholders meeting and the procedure for participating in the shareholders meeting by way of a written power of attorney. The agenda shall also include such other items as one or more shareholders,
representing at least such part of the issued share capital as required by the laws of The Netherlands (currently, 3% of the issued share capital or shares) may request by providing a substantiated written request or a proposal for a resolution to
our Board at least 60 days before the date of the meeting.
Delaware
Delaware law does not specifically grant shareholders the right to bring business before an annual or special meeting.
Shareholder suits
The Netherlands
In the event that a third-party is liable to a Dutch company, only the company itself can bring a civil action against that
party. The individual shareholders do not have the right to bring an action on behalf of the company. Only in the event that the cause for the liability of a third-party to the company also constitutes a tortious act directly against a shareholder
does that shareholder have an
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individual right of action against such third-party in its own name. The Dutch Civil Code provides for the possibility to initiate such actions collectively. A foundation or an association, the
objective of which is to protect the rights of a group of persons having similar interests can institute a collective action. The collective action itself cannot result in an order for payment of monetary damages but may only result in a declaratory
judgment (
verklaring voor recht
). In order to obtain compensation for damages, the foundation or association and the defendant may reach - often on the basis of such declaratory judgment - a settlement. A Dutch court may declare the
settlement agreement binding upon all the injured parties with an
opt-out
choice for an individual injured party. An individual injured party may also itself institute a civil claim for damages.
Delaware
Under the
Delaware General Corporation Law, a shareholder may bring a derivative action on behalf of the corporation to enforce the rights of the corporation. An individual also may commence a class action suit on behalf of himself and other similarly
situated shareholders where the requirements for maintaining a class action under Delaware law have been met. A person may institute and maintain such a suit only if that person was a shareholder at the time of the transaction which is the subject
of the suit. In addition, under Delaware case law, the plaintiff normally must be a shareholder not only at the time of the transaction that is the subject of the suit, but also throughout the duration of the derivative suit. Delaware law also
requires that the derivative plaintiff make a demand on the directors of the corporation to assert the corporate claim and such demand has been refused before the suit may be prosecuted by the derivative plaintiff in court, unless such a demand
would be futile.
Anti-takeover provisions
The Netherlands
Neither
Dutch law nor our Articles specifically prevent business combinations with interested shareholders. Under Dutch law various protective measures are as such possible and admissible, within the boundaries set by Dutch case law and Dutch law.
Delaware
In addition to
other aspects of Delaware law governing fiduciary duties of directors during a potential takeover, the Delaware General Corporation Law also contains a business combination statute that protects Delaware companies from hostile takeovers and from
actions following the takeover by prohibiting some transactions once an acquirer has gained a significant holding in the corporation.
Section 203 of the Delaware General Corporation Law prohibits business combinations, including mergers, sales and leases of
assets, issuances of securities and similar transactions by a corporation or a subsidiary with an interested shareholder that beneficially owns 15% or more of a corporations voting stock, within three years after the person becomes an
interested shareholder, unless:
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the transaction that will cause the person to become an interested shareholder is approved by the Board of Directors of the target before the transactions;
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after the completion of the transaction in which the person becomes an interested shareholder, the interested shareholder holds at least 85% of the voting stock of the corporation not including shares owned by persons
who are directors and also officers of interested shareholders and shares owned by specified employee benefit plans; or
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after the person becomes an interested shareholder, the business combination is approved by the Board of Directors of the corporation and holders of at least 66.67% of the outstanding voting stock, excluding shares held
by the interested shareholder.
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A Delaware corporation may elect not to be governed by Section 203 by a provision
contained in the original certificate of incorporation of the corporation or an amendment to the original certificate of incorporation or to the bylaws of the Company, which amendment must be approved by a majority of the shares entitled to vote and
may not be further amended by the Board of Directors of the corporation. Such an amendment is not effective until 12 months following its adoption.
Removal of directors
The Netherlands
Under Dutch law, the General Meeting has the authority to suspend or remove members of the Board of Directors at any time.
Under our Articles, a member of our Board may be suspended or removed by our General Meeting of Shareholders at any time by a
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resolution passed with a
two-thirds
majority of the votes cast representing more than half of the issued and outstanding capital. If permitted under the
laws of The Netherlands, a member of our Board may also be suspended by our Board itself. Any suspension may not last longer than three months in the aggregate. If, at the end of that period, no decision has been taken on termination of the
suspension, the suspension shall end. Currently, Dutch law does not allow directors to be suspended by the Board of Directors. It is, however, expected that Dutch law will be amended to facilitate the suspension of directors by the Board of
Directors.
Delaware
Under the Delaware General Corporation Law, any director or the entire Board of Directors may be removed, with or without cause, by the holders
of a majority of the shares then entitled to vote at an election of directors, except (a) unless the certificate of incorporation provides otherwise, in the case of a corporation whose board is classified, shareholders may effect such removal
only for cause, or (b) in the case of a corporation having cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if
then cumulatively voted at an election of the entire Board of Directors, or, if there are classes of directors, at an election of the class of directors of which he is a part.
Taxation
Certain U.S. Federal Income Tax
Considerations
This section describes certain material United States federal income tax consequences of owning our ordinary shares. It
applies to a U.S. Holder (as defined below) that holds our ordinary shares as capital assets for tax purposes. This section does not apply to a U.S. Holder that is a member of a special class of holders subject to special rules, such as:
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a financial institution;
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a dealer in securities;
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a trader in securities that elects to use a
mark-to-market
method of accounting for its securities holdings;
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a real estate investment trust;
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a regulated investment company;
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persons who acquired shares pursuant to the exercise of any employee share option or otherwise as compensation;
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a
tax-exempt
organization;
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a person liable for alternative minimum tax;
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a person who actually or constructively owns 10% or more of our stock (by vote or value);
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a person who owns shares through a partnership or other pass-through entity;
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persons subject to special tax accounting rules as a result of any item of gross income with respect to shares being taken into account in an applicable financial statement;
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a person who holds shares as part of a straddle or a hedging or conversion transaction; or
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a person whose functional currency is not the U.S. dollar.
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This section is based on the
Internal Revenue Code of 1986, as amended (the Code), its legislative history, existing and proposed regulations, published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a
retroactive basis.
This section does not describe any tax consequences arising out of the tax laws of any state, local or
non-U.S.
jurisdiction, any estate or gift tax consequences or the Medicare tax on certain net investment income. If any entity or arrangement that is treated as a partnership for United States federal
income tax purposes is a beneficial owner of our ordinary shares, the treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partners in such partnerships should consult
with their tax advisors.
For purposes of this discussion, a U.S. Holder is a beneficial owner of our ordinary shares that is for United
States federal income tax purposes:
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a citizen or resident of the United States,
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a US domestic corporation (or other entity taxable as a U.S. domestic corporation for United States federal income tax purposes),
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an estate the income of which is subject to United States federal income tax regardless of its source, or
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a trust, if a United States court can exercise primary supervision over the trusts administration and one or more United States persons are authorized to control all substantial decisions of the trust, or if the
trust has a valid election in effect to be treated as a United States person.
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U.S. Holders should consult their own tax
advisor regarding the United States federal, state and local and other tax consequences of owning and disposing of our ordinary shares in their particular circumstances.
Taxation of Dividends
Under the
United States federal income tax laws, and subject to the passive foreign investment company, or PFIC, rules discussed below, U.S. Holders will include in gross income the gross amount of any dividend paid by us out of our current or accumulated
earnings and profits (as determined for United States federal income tax purposes). The dividend is ordinary income that the U.S. Holder must include in income when the dividend is actually or constructively received. The dividend will not be
eligible for the dividends-received deduction generally allowed to United States corporations in respect of dividends received from other United States corporations. The amount of a dividend distribution paid in euros includible in the income of a
U.S. Holder will be the US dollar value of the euro payment made, determined at the spot euro/U.S. dollar rate on the date the dividend distribution is includible in the income of the U.S. Holder, regardless of whether the payment is in fact
converted into U.S. dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend payment is includible in income to the date such payment is converted into U.S. dollars will be
treated as ordinary income or loss. Such gain or loss generally will be income or loss from sources within the United States for foreign tax credit limitation purposes. Distributions in excess of current and accumulated earnings and profits, as
determined for United States federal income tax purposes, will be treated as a
non-taxable
return of capital to the extent of the U.S. Holders basis in the shares and thereafter as capital gain. We
currently do not, and we do not intend to, calculate our earnings and profits under United States federal income tax principles. Therefore, a US Holder should expect that a distribution will generally be reported as a dividend even if that
distribution would otherwise be treated as a
non-taxable
return of capital or as capital gain under the rules described above.
With respect to
non-corporate
taxpayers, dividends may be taxed at the lower applicable capital gains
rate provided that (1) either (a) our ordinary shares are readily tradable on an established securities market in the United States or (b) we are eligible for the benefits of the Convention between the United States of America
and the Kingdom of The Netherlands for the avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income, (2) we are not a PFIC (as discussed below) for either our taxable year in which the dividend was
paid or the preceding taxable year, and (3) certain holding period requirements are met. Common stock is considered for purposes of clause (1) above to be readily tradable on an established securities market if it is listed on the NYSE.
U.S. Holders should consult their tax advisors regarding the availability of the lower rate for dividends paid with respect to our ordinary shares.
For foreign tax credit limitation purposes, the dividend will generally constitute foreign source income and will generally be passive
category income. If the dividends are taxed as qualified dividend income (as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will in general be limited to the gross
amount of the dividend, multiplied by the reduced tax rate applicable to qualified dividend income and divided by the highest tax rate normally applicable to dividends.
If Dutch withholding taxes apply to any dividends paid to you with respect to our ordinary shares, the amount of the dividend would include
withheld Dutch taxes and, subject to certain conditions and limitations, such Dutch withholding taxes may be eligible for credit against your U.S.-federal income tax liability. The rules relating to the determination of the foreign tax credit are
complex, and you should consult your tax advisor regarding the availability of a foreign tax credit in your particular circumstances, including the effects of any applicable income tax treaties.
Taxation of Capital Gains
Subject
to the PFIC rules discussed below, upon the sale or other disposition of our ordinary shares, a U.S. Holder will generally recognize capital gain or loss for United States federal income tax purposes equal to the difference between the U.S.
Holders amount realized and the U.S. Holders tax basis in such shares. If a U.S. Holder receives consideration for shares paid in a currency other than
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U.S. dollars, the U.S. Holders amount realized will be the U.S. dollar value of the payment received. In general, the U.S. dollar value of such a payment will be determined on the date of
sale or disposition. On the settlement date, a U.S. Holder may recognize U.S. source foreign currency gain or loss (taxable as ordinary income or loss) equal to the difference (if any) between the U.S. dollar value of the amount received based on
the exchange rates in effect on the date of sale or other disposition and the settlement date. However, if our ordinary shares are treated as traded on an established securities market and the U.S. Holder is a cash basis taxpayer or an accrual basis
taxpayer who has made a special election, the U.S. dollar value of the amount realized in a foreign currency is determined by translating the amount received at the spot rate of exchange on the settlement date, and no exchange gain or loss would be
recognized at that time. Capital gain of a
non-corporate
U.S. Holder is generally taxed at a reduced rate where the property is held for more than one year. The gain or loss will generally be income or loss
from sources within the United States for foreign tax credit limitation purposes.
PFIC Rules
We believe that our ordinary shares should not be treated as stock of a PFIC for United States federal income tax purposes for the taxable year
that ended on December 31, 2017. The application of the PFIC rules, however, is subject to uncertainty in several respects, and we cannot assure you that the United States Internal Revenue Service will not take a contrary position. In addition,
PFIC status is a factual determination which cannot be made until the close of the taxable year. Accordingly, there is no guarantee that we will not be a PFIC for any future taxable year. In addition, because the total value of our assets for
purposes of the asset test generally will be calculated using the market price of our ordinary shares, our PFIC status will depend in large part on the market price of our ordinary shares. Accordingly, fluctuations in the market price of our
ordinary shares could render us a PFIC for any year. A
non-U.S.
corporation is considered a PFIC for any taxable year if either:
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at least 75% of its gross income is passive income, or
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at least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income (the
asset test).
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In the PFIC determination, we will be treated as owning our proportionate share of the assets and
earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, 25% or more (by value) of the stock.
If we were to be treated as a PFIC for any year during a U.S. Holders holding period, unless the U.S. Holder elects to be taxed annually
on a
mark-to-market
basis with respect to the shares (which election may be made only if our ordinary shares are marketable stock within the meaning of
Section 1296 of the Code), the U.S. Holder will be subject to special tax rules with respect to any excess distribution received and any gain realized from a sale or other disposition (including a pledge) of that holders
shares. Distributions a U.S. Holder receives in a taxable year that are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable years or the holders holding period for the shares will be
treated as excess distributions. Under these special tax rules:
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the excess distribution or gain will be allocated ratably over the U.S. Holders holding period for the shares;
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the amount allocated to the current taxable year, and any taxable year before the first taxable year in which we are treated as a PFIC, will be treated as ordinary income; and
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the amount allocated to each other year will be subject to tax at the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax
attributable to each such year.
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The tax liability for amounts allocated to years before the year of disposition or
excess distribution cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the shares cannot be treated as capital, even if the shares are held as capital assets. If we were to be
treated as a PFIC for any year during which a U.S. Holder holds the shares, we generally would continue to be treated as a PFIC with respect to that U.S. Holder for all succeeding years during which it owns our ordinary shares. If we were to cease
to be treated as a PFIC, however, a U.S. Holder may avoid some of the adverse effects of the PFIC regime by making a deemed sale election with respect to our ordinary shares.
If a U.S. Holder holds shares in any year in which we are a PFIC, that US Holder will generally be required by the Code to file an information
report with the Internal Revenue Service containing such information as the Internal Revenue Service may require.
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Information Reporting and Backup Withholding
Dividend payments with respect to our shares and proceeds from the sale, exchange or redemption of our ordinary shares may be subject to
information reporting to the United States Internal Revenue Service and possible United States backup withholding. Backup withholding will not apply, however, to a U.S. Holder that furnishes a correct taxpayer identification number and makes any
other required certification or that is otherwise exempt from backup withholding. U.S. Holders that are required to establish their exempt status generally must provide such certification on United States Internal Revenue Service
Form W-9.
U.S. Holders should consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your United States federal income
tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the United States Internal Revenue Service and furnishing any required information in a
timely manner.
Information with respect to Foreign Financial Assets
U.S. individuals that own specified foreign financial assets with an aggregate value in excess of certain threshold amounts are
generally required to file an information report with respect to such assets with their tax returns. Specified foreign financial assets include any financial accounts maintained by foreign financial institutions, as well as any of the
following, but only if they are not held in accounts maintained by certain financial institutions: (i) stocks and securities issued by
non-U.S.
persons, (ii) financial instruments and contracts held
for investment that have
non-U.S.
issuers or counterparties, and (iii) interests in foreign entities. Our shares may be subject to these rules. Under certain circumstances, an entity may be treated as an
individual for purposes of these rules. U.S. Holders that are individuals should consult their tax advisers regarding the application of this requirement to their ownership of our shares.
Certain Dutch Tax Considerations
Introduction
This section summarizes the material Dutch tax consequences of the ownership and disposition of our ordinary shares as of the date
hereof and is intended as general information only. It does not purport to be a comprehensive description of all Dutch tax considerations that could be relevant for holders of the ordinary shares. This summary is intended as general information
only. Each prospective holder should consult a professional tax advisor with respect to the tax consequences of an investment in the ordinary shares. This summary is based on Dutch tax legislation and published case law in force as of the date of
this annual report. It does not take into account any developments or amendments thereof after that date, whether or not such developments or amendments have retroactive effect.
For the purpose of this section, The Netherlands shall mean the part of the Kingdom of The Netherlands in Europe.
Scope
Regardless of whether or
not a holder of ordinary shares is, or is treated as being, a resident of The Netherlands, this summary does not address the Dutch tax consequences for such a holder:
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having a substantial interest (
aanmerkelijk belang
) in our Company (such a substantial interest is generally present if an equity stake, profit stake of at least 5%, or a right to acquire such an equity/profit
stake, is held, in each case by reference to our Companys total issued share capital, or the issued capital of a certain class of shares);
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(b)
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who is a private individual and may be taxed for the purposes of Dutch income tax (
inkomstenbelasting
) as an entrepreneur (
ondernemer
) that has an enterprise (
onderneming
) to which the ordinary
shares are attributable, as one who earns income from miscellaneous activities (
resultaat uit overige werkzaamheden
), which include the performance of activities with respect to the ordinary shares that exceed regular, active portfolio
management
(normaal, actief vermogensbeheer
), or who may otherwise be taxed as one earning taxable income from work and home (
werk en woning
) with respect to benefits derived from the ordinary shares;
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which is a corporate entity, and for the purposes of Dutch corporate income tax (
vennootschapsbelasting
) and Dutch dividend tax (
dividendbelasting
), has, or is deemed to have, a participation
(
deelneming
) in our Company (such a participation is generally present in the case of an interest of at least 5% of our Companys nominal
paid-in
capital); or
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which is a corporate entity and an exempt investment institution (
vrijgestelde beleggingsinstelling
) or investment institution (
beleggingsinstelling
) for the purposes of Dutch corporate income tax, a
pension fund, or otherwise not a taxpayer or exempt for tax purposes.
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Dividend tax
Withholding requirement
We are required
to withhold 15% Dutch dividend tax in respect of proceeds from the ordinary shares, which include, but is not limited to:
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proceeds in cash or in kind, including deemed and constructive proceeds;
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(b)
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liquidation proceeds, proceeds on redemption of the ordinary shares and, as a rule, the consideration for the repurchase of ordinary shares by our Company in excess of its average
paid-in
capital (
gestort kapitaal
) as recognized for Dutch dividend tax purposes, unless a particular statutory exemption applies;
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the par value of the ordinary shares issued to a holder, or an increase in the par value of the ordinary shares, except when the (increase in the) par value of the ordinary shares is funded out of our
paid-in
capital as recognized for Dutch dividend tax purposes; and
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partial repayments of
paid-in
capital, if and to the extent there are qualifying profits (
zuivere winst
), unless the General Meeting of Shareholders has resolved in advance
to make such repayment and provided that the nominal value of the ordinary shares concerned has been reduced by an equal amount by way of an amendment of the Articles of Association and the capital concerned is recognized as
paid-in
capital for Dutch dividend tax purposes.
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Resident holders
If a holder of ordinary shares is, or is treated as being, a resident of The Netherlands, Dutch dividend tax which is withheld with respect to
proceeds from the ordinary shares, will generally be creditable for Dutch corporate income tax or Dutch income tax purposes if the holder is the beneficial owner (
uiteindelijk gerechtigde
) of the proceeds concerned. A resident corporate
holder of ordinary shares may, under certain conditions, be entitled to an exemption from Dutch dividend withholding tax.
Non-resident
holders
If a private individual holder of ordinary shares is, or is treated as being, a
resident of a country other than The Netherlands, such holder is generally not entitled to claim full or partial relief at source or a refund, in whole or in part, of Dutch dividend tax with respect to proceeds from the ordinary shares. A
non-resident
corporate holder of ordinary shares may, under certain conditions, be entitled to an exemption from, reduction or refund of Dutch dividend withholding tax under the provisions of a treaty for the
avoidance of double taxation between The Netherlands and its country of residence.
Income tax
Resident holders
A holder who is a
private individual and a resident, or treated as being a resident, of The Netherlands for the purposes of Dutch income tax and who does not have a substantial interest in our Company nor otherwise is taxed in relation to the ordinary shares as one
earning taxable income from work and home, must record the ordinary shares as assets that are held in box 3. Taxable income with regard to the ordinary shares is then determined on the basis of a deemed return on income from savings and
investments (
sparen en beleggen
), rather than on the basis of income actually received or gains actually realized. This deemed return is fixed at a rate of 4% of the holders yield basis (
rendementsgrondslag
) on January 1 of
each year, insofar as the yield basis concerned exceeds a certain threshold. Such yield basis is determined as the fair market value of certain qualifying assets held by the holder of the ordinary shares, less the fair market value of certain
qualifying liabilities. The fair market value of the ordinary shares will be included as an asset in the holders yield basis. The deemed return of 4% on the holders yield basis, being the fair market value of the ordinary shares, is
taxed at a rate of 30% (insofar as the yield basis concerned exceeds a certain threshold).
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Non-resident
holders
A holder who is a private individual and neither a resident, nor treated as being a resident of The Netherlands for the purposes of Dutch
income tax, will not be subject to such tax in respect of benefits derived from the ordinary shares.
Corporate income tax
Resident holders or holders having a Dutch permanent establishment
A holder, which is a corporate entity and for the purposes of Dutch corporate income tax a resident (or treated as being a resident) of The
Netherlands, or a
non-resident
having (or treated as having) a permanent establishment in The Netherlands, is generally taxed in respect of benefits derived from the ordinary shares at rates of up to 25%.
Non-resident
holders
A holder, which is a corporate entity and for the purposes of Dutch corporate income tax neither a resident, nor treated as being a resident,
of The Netherlands, having no permanent establishment in The Netherlands (and is not treated as having such a permanent establishment), will generally not be subject to such tax in respect of benefits derived from the ordinary shares.
Gift and inheritance tax
Resident holders
Dutch gift tax or inheritance tax (
schenk- of erfbelasting
) will arise in respect of an acquisition (or deemed acquisition) of
the ordinary shares by way of a gift by, or on the death of, a holder of ordinary shares who is a resident, or treated as being a resident, of The Netherlands for the purposes of Dutch gift and inheritance tax. A holder is so treated as being a
resident of The Netherlands, if one having Dutch nationality has been a resident of The Netherlands during the ten years preceding the relevant gift or death. A holder is further so treated as being a resident of The Netherlands, if one has been a
resident of The Netherlands at any time during the 12 months preceding the time of the relevant gift.
Non-resident
holders
No Dutch gift tax or inheritance tax will arise in respect of an acquisition (or deemed acquisition) of the ordinary shares by way of a gift
by, or on the death of, a holder of ordinary shares who is neither a resident, nor treated as being a resident, of The Netherlands for the purposes of Dutch gift and inheritance tax.
Other taxes
No Dutch sales tax
(
omzetbelasting
) will arise in respect of any payment in consideration for the issue of the ordinary shares, with respect to a distribution of proceeds from the ordinary shares or with respect to a transfer of ordinary shares. In addition, no
Dutch registration tax, capital tax, transfer tax or stamp duty (nor any other similar tax or duty) will be payable in connection with the issue or acquisition of the ordinary shares.
Documents on display
We are subject to
the information requirements of the Securities Exchange Act of 1934, applicable to foreign private issuers and, in accordance therewith, we file annual reports on Form
20-F
within four months of our fiscal
year-end
and furnish other reports and information on Form
6-K
with the Securities and Exchange Commission. These reports and other information can be inspected without charge
at the public reference room at the Securities and Exchange Commission at 100 F Street, N.E., Washington, D.C. 20549. You can also obtain copies of such material by mail from the public reference room of the Securities and Exchange Commission at
prescribed fees. You may obtain information on the operation of the Securities and Exchange public reference room by calling the Securities and Exchange Commission in the United States at
1-800-SEC-0330.
The Securities and Exchange Commission also maintains a web site at www.sec.gov that contains reports, proxy statements and other information regarding
registrants that file electronically with the Securities and Exchange Commission.
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ITEM 11: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Interest Rate Risk
Under
our Revolving Facilities, interest is based on a floating rate index. The interest expense on the remainder of our outstanding indebtedness is based on a fixed rate, except for our mortgages. Our mortgages are subject to a floating interest rate of
EURIBOR plus an individual margin ranging from 195 to 275 basis points. We have determined that the impact of a near-term 10% appreciation or depreciation of EURIBOR would not have a significant effect on our financial position, results of
operations, or cash flow. The interest rates on our mortgages secured by our PAR3 and PAR5 properties was fixed for approximately 75% of the principal outstanding amounts for a period of ten years.
As of December 31, 2017, the interest payable under the 2017 Senior Secured Revolving Facility on any EUR amounts drawn would be at the
rate of EURIBOR (subject to a zero percent EURIBOR floor) plus 225 basis points per annum. The 2017 Senior Secured Revolving Facility was fully drawn as of December 31, 2017. As of December 31, 2017, the interest payable under the 2013
Super Senior Revolving Facility on (i) any EUR amounts drawn would be at the rate of EURIBOR plus 350 basis points per annum, (ii) any Danish kroner amounts drawn would be at the rate of CIBOR plus 350 basis points per annum,
(iii) any Swedish Krona amounts drawn would be at the rate of STIBOR plus 350 basis points per annum and (iv) other applicable currencies, including GBP, amounts drawn at the rate of LIBOR plus 350 basis points per annum. The 2013 Super
Senior Revolving Facility was undrawn as of December 31, 2017.
Foreign Exchange Rate Risk
Our reporting currency for purposes of our financial statements is the euro. However, we also incur revenue and operating costs in
non-euro
denominated currencies, such as British pounds, Swiss francs, Danish kroner and Swedish kronor. We recognize foreign currency gains or losses arising from our operations in the period incurred. As a result,
currency fluctuations between the euro and the
non-euro
currencies in which we do business will cause us to incur foreign currency translation gains and losses. We cannot predict the effects of exchange rate
fluctuations upon our future operating results because of the number of currencies involved, the variability of currency exposure and the potential volatility of currency exchange rates. We have determined that the impact of a near-term 10%
appreciation or depreciation of
non-euro
denominated currencies relative to the euro would not have a significant effect on our financial position, results of operations, or cash flows.
We do not maintain any derivative instruments to mitigate the exposure to translation and transaction risk. Our foreign exchange transaction
gains and losses are included in our results of operations and were not material for all periods presented. We do not currently engage in foreign exchange hedging transactions to manage the risk of our foreign currency exposure.
Commodity Price Risk
We are a
significant user of electricity and have exposure to increases in electricity prices. In recent years, we have seen significant increases in electricity prices. We use independent consultants to monitor price changes in electricity and negotiate
fixed-price term agreements with the power supply companies where possible.
Approximately 60% of our customers by revenue pay for
electricity on a metered basis, while the remainder pay for power plugs. While we are contractually able to recover energy cost increases from our customers, some portion of the increased costs may not be recovered. In addition, some
portion of the increased costs may be recovered in a delayed fashion based on commercial reasons at the discretion of local management.
See Note 21 of our 2017 consolidated financial statements for quantitative disclosure about market risk.
98
ITEM 12: DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
99
PART II
ITEM 13: DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
Not applicable.
100
ITEM 14: MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY
HOLDERS
AND USE OF PROCEEDS
Not applicable.
101
ITEM 15: CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Under
the supervision and with the participation of the Chief Executive Officer (CEO) and Interim Chief Financial Officer (Interim CFO), the effectiveness of the Companys disclosure controls and procedures (as defined in Rules
13a-15(e)
and
15d-15(e)
under the Securities Exchange Act of 1934, as amended (the Exchange Act)), has been evaluated as of December 31, 2017. Based on their
evaluation of the Companys disclosure controls and procedures, our CEO and Interim CFO identified a material weakness in our internal control over financial reporting (as further described below), and consequently concluded that our disclosure
controls and procedures were not effective as of December 31, 2017.
Managements Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules
13a-15(f)
and
15d-15(f)
under the Exchange Act), and for the assessment of the effectiveness of internal control over financial reporting. Internal control over financial
reporting includes maintaining records that, in reasonable detail, accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing
reasonable assurance that receipts and expenditure of Company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a
material effect on our financial statements would be prevented or detected on a timely basis. The Companys internal control over financial reporting is a process designed to provide reasonable, but not absolute, assurance regarding the
reliability of financial reporting and the preparation of the consolidated financial statements in accordance with generally accepted accounting principles. Due to its inherent limitations, however, internal control over financial reporting may not
prevent or detect misstatements.
In connection with the preparation of the Companys annual consolidated financial statements,
management has undertaken an assessment of the effectiveness of the Companys internal control over financial reporting as of December 31, 2017, based on criteria established in the Internal-Control Integrated Framework (2013),
established by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO Framework).
The Company acquired Vancis
B.V., which was renamed InterXion Science Park B.V. following the acquisition thereof on February 24, 2017. Management excluded InterXion Science Park B.V. from its assessment of the effectiveness of the Companys internal control over
financial reporting as of December 31, 2017. InterXion Science Park B.V. accounted for approximately 1.2% of the Companys consolidated total assets as of December 31, 2017 and approximately 1.3% of the Companys consolidated revenues
as of and for the year ended December 31, 2017.
Based on this assessment, management identified a deficiency in the internal control over
financial reporting, that constitutes a material weakness, and therefore concluded that our internal control over financial reporting was not effective as of December 31, 2017. A material weakness is a deficiency, or a combination of
deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.
The material weakness identified pertains to a deficiency in the design of internal controls relating to technical accounting of share-based
payments. The design of the review controls relating to the complex process of applying IFRS 2 (
Share-based Payments
) to the Companys incentive plan award schemes were not sufficiently precise to detect an error in the application of
IFRS 2 with respect to the valuation of incentive plan awards. Specifically, incentive plan awards related to performance shares were incorrectly valued on an aggregate basis rather than by treating each vesting of the incentive plan awards as a
separate award. This resulted in an incorrect determination of the IFRS 2 grant date for purposes of determining the fair value of such awards and an incorrect application of graded vesting requirements. The incorrect application of graded vesting
resulted in the allocation of share-based payment charges to the incorrect periods. Furthermore, the valuation of awards were based on the total incentive plan awards rather than on a separate valuation based on the underlying instruments and failed
to take into account the impact of stock appreciation and performance conditions. Consequently, post grant date changes in service and
non-market
performance conditions were not reflected in the related
share-based payments charges. For further information on the impact of this error, see Notes 2 and 29 of our 2017 consolidated financial statements, included elsewhere herein.
The attestation report of KPMG Accountants N.V., an independent registered public accounting firm, on managements assessment of our
internal control over financial reporting is included on page
F-3
in this annual report on Form
20-F.
102
Remediation Efforts to Address Material Weakness
Management has been actively engaged in the development and implementation of a remediation plan to address the foregoing material weakness in
internal control over financial reporting. Our remediation plan includes the following measures:
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strengthening our existing review process for the complex area of share-based payments by adding additional independent outside specialists to both evaluate the assumptions applied in the calculations of share-based
payments and checking our resulting valuations;
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conducting a review of the application of IFRS 2 requirements on individual awards each quarter, as opposed to solely conducting the analysis at the time new incentive plans and/or modifications to existing incentive
plans are made and/or implemented;
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simplifying the wording of our share award plans to reduce the risk of the incorrect application of IFRS 2; and
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strengthening our existing control procedures relating to changes in existing share award plans and the forfeitures of share awards by designing and implementing additional controls.
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Management continues to assign the highest priority to the prompt remediation of the foregoing material weakness.
Changes in Internal Control Over Financial Reporting
There were no changes that occurred during the period covered by this report that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting. As noted above, we are taking remediation efforts in respect of the foregoing material weakness.
103
ITEM 16A: AUDIT COMMITTEE FINANCIAL EXPERT
The Board of Directors has determined that Rob Ruijter is the Audit Committee financial expert as defined by the SEC and meets the applicable
independence requirements of the SEC and the NYSE.
104
ITEM 16B: CODE OF ETHICS
Our Board of Directors adopted a code of ethics on January 21, 2013, which applies to our principal executive officer, principal
financial officer, principal accounting officers, controllers and employees. The code is posted on our website at www.interxion.com.
105
ITEM 16C: PRINCIPAL ACCOUNTANT FEES AND SERVICES
KPMG Accountants N.V. has served as the Companys principal accountant for the fiscal years ended December 31, 2017, 2016 and 2015.
The fees for audit and other services rendered by KPMG Accountants N.V. or other KPMG network for the fiscal years ended December 31, 2017, 2016 and 2015 are set out below.
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Year ended December 31,
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2017
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2016
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2015
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(000)
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Audit fees
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1,949
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1,569
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1,101
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Audit-related fees
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33
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111
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124
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Tax fees
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21
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All other fees
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22
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16
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77
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Total
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2,004
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1,696
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1,323
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Historical quarterly review fees have been reclassified from Audit related fees to
Audit fees.
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Audit fees include fees billed for audit services rendered for the Companys annual consolidated
financial statements, filed with regulatory organizations and the review of quarterly financial reports. Audit-related fees relate to the service organization control reports, such as SOC 2 and ISAE 3402 reports. Tax fees include fees billed for tax
compliance. All other fees consist of fees for all other services not included in any of the other categories noted above.
All the above
fees were
pre-approved
by the Audit Committee.
Audit Committees Policies and Procedures
In accordance with the Securities and Exchange Commission rules regarding auditor independence, the Audit Committee has established Policies
and Procedures for Audit and
Non-Audit
Services Provided by an Independent Auditor. The rules apply to the Company and its consolidated subsidiaries that engage any accounting firms for audit services and the
auditor who audits the accounts filed with the Securities and Exchange Commission, or the external auditor, for permissible
non-audit
services.
When engaging the external auditor for permissible
non-audit
services (audit-related services, tax
services, and all other services),
pre-approval
is obtained before the commencement of the services.
106
ITEM 16D: EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT
COMMITTEES
Not applicable.
107
ITEM 16E: PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND
AFFILIATED PURCHASERS
None.
108
ITEM 16F: CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT
Not applicable.
109
ITEM 16G: CORPORATE GOVERNANCE
Many of the corporate governance rules of the NYSE do not apply to the Company as a foreign private issuer. Rule 303A.11, however,
requires foreign private issuers to describe significant differences between their corporate governance standards and the corporate governance standards applicable to U.S. companies listed on the NYSE. While the Companys management believes
that its corporate governance practices are similar in many respects to those of U.S. NYSE-listed companies and provide investors with protections that are comparable in many respects to those established by the NYSE, there is one key difference
that is described below.
Internal Audit Function
Under Section 303A.07 of the NYSE rules, a domestic listed company must have an internal audit function. In 2017, an internal audit
function was not in place.
110
ITEM 16H: MINE SAFETY DISCLOSURE
Not applicable.
111
PART III
ITEM 17: FINANCIAL STATEMENTS
The Company has responded to Item 18 in lieu of responding to this item.
112
ITEM 18: FINANCIAL STATEMENTS
Reference is made to pages
F-1
through
F-65,
which are
incorporated herein by reference.
113
ITEM 19: EXHIBITS
The following instruments and documents are included as Exhibits to this annual report.
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Exhibit
Number
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Description of Document
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1.1
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Articles of Association of InterXion Holding N.V., as amended, dated as of January 20, 2012.
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1.2
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Bylaws of InterXion Holding N.V. dated as of June 8, 2015.
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2.1
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Indenture dated as of July
3, 2013 among InterXion Holding N.V., as Issuer, InterXion Belgium N.V., InterXion Danmark ApS, InterXion Carrier Hotel Limited, InterXion Datacenters B.V., InterXion Deutschland GmbH, Interxion España S.A., InterXion France SAS, InterXion HeadQuarters
B.V., InterXion Ireland Limited, InterXion Nederland B.V. and InterXion Operational B.V., as initial guarantors, 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 registrar and Luxembourg paying agent and Barclays Bank PLC, as security trustee.
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2.2☐
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Supplemental Indenture dated as of December
17, 2013 among InterXion Holding N.V., as Issuer, InterXion Sverige AB, as Guaranteeing Entity, InterXion Belgium N.V., InterXion Danmark ApS, InterXion Carrier Hotel Limited, InterXion Datacenters B.V., InterXion Deutschland GmbH, InterXion España
S.A., InterXion France SAS, InterXion HeadQuarters B.V., InterXion Ireland Limited, InterXion Nederland B.V. and InterXion Operational B.V., as guarantors and The Bank of New York Mellon, London Branch, as trustee.
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2.3☐
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Supplemental Indenture dated as of December
22, 2014 among InterXion Holding N.V., as Issuer, InterXion Österreich GmbH, as Guaranteeing Entity, and The Bank of New York Mellon, London Branch, as trustee.
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2.4
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The Intercreditor Agreement dated July
3, 2013, by and among, InterXion Holding N.V., Barclays Bank PLC, as revolving agent, The Bank of New York Mellon, London Branch, as original Senior Secured Notes trustee, the revolving lenders named therein, the original debtors named therein, and Barclays
Bank PLC as security trustee.
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2.5☐
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Amendment Letter to the Intercreditor Agreement dated December
17, 2013, by and among, InterXion Holding N.V., the original debtors and financial institutions as listed in the Intercreditor Agreement, The Bank of New York Mellon, London Branch, as original Senior Secured Notes trustee and Barclays Bank PLC, as original
hedge counterparty, revolving agent and security trustee.
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4.1☐
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Senior Multicurrency Revolving Facility Agreement dated as of June
17, 2013 among InterXion Holding N.V., ABN AMRO Bank N.V., Barclays Bank PLC, Citigroup Global Markets Limited, Credit Suisse AG, London Branch and Bank of America Securities Limited.
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4.2
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Amendment Letter to the Senior Multicurrency Revolving Facility Agreement dated April
9, 2014, by and among, InterXion Holding N.V., and Barclays Bank PLC, as agent.
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4.3☐
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Amendment Letter to the Senior Multicurrency Revolving Facility Agreement dated July
17, 2014, by and among, InterXion Holding N.V., and Barclays Bank PLC, as agent.
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4.4
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Amendment Letter to the Senior Multicurrency Revolving Facility Agreement dated September 12, 2016, by and among, InterXion Holding N.V., and Barclays Bank PLC, as agent.
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4.5
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Amendment Letter to the Senior Multicurrency Revolving Facility Agreement dated July 18, 2017, by and among, InterXion Holding N.V., and Barclays Bank PLC, as agent.
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4.6
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Amendment Letter to the Senior Multicurrency Revolving Facility Agreement dated February 9, 2018, by and among, InterXion Holding N.V., and Barclays Bank PLC, as agent.
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4.7
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Amendment Letter to the Senior Multicurrency Revolving Facility Agreement dated April 10, 2018, by and among, InterXion Holding N.V., and Barclays Bank PLC, as agent.
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4.8☐
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Accession Letter to the Senior Multicurrency Revolving Facility Agreement dated December
17, 2013 among InterXion Holding N.V. and InterXion Sverige AB, as additional guarantor.
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4.9☐
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Accession Letter to the Senior Multicurrency Revolving Facility Agreement dated December
22, 2014 among InterXion Holding N.V. and InterXion Österreich GmbH, as additional guarantor.
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4.10
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Directors Remuneration Policy of InterXion Holding N.V. dated January 20, 2012.
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4.11☐
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Management Agreement Managing Director InterXion Holding N.V. dated July 1, 2016.
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4.12§
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InterXion Holding N.V. 2008 International Stock Option and Incentive Master Award Plan dated January 2008.
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114
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Exhibit
Number
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Description of Document
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4.13§
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InterXion Holding N.V. 2011 International Stock Option and Incentive Master Award Plan dated May 31, 2011.
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4.14
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InterXion Holding N.V. 2013 Amended International Equity Based Incentive Plan dated October 30, 2013.
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4.15
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InterXion Holding N.V. 2013 Amended International Equity Based Incentive Plan dated March 17, 2014.
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4.16☐
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Deed of Pledge of Shares among InterXion Holding N.V., InterXion Operational B.V. and Barclays Bank PLC dated July 2, 2013.
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4.17
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Senior secured facility agreement dated April
14, 2014 by and among the Company, the guarantors thereunder, ABN AMRO Bank N.V. and Barclays Bank PLC, as lenders thereunder, Barclays Bank PLC, as agent and Barclays Bank PLC as security trustee.
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4.18*
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Lease Agreement between InterXion Holding B.V. and GiP Gewerbe im Park GmbH dated January 29, 1999 as amended by Supplement No.
15 to the Lease Agreement dated November 30, 2009.
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4.19*
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Lease Agreement between InterXion France Sarl and ICADE dated December 23, 2008.
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4.20*
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Lease Agreement between InterXion Nederland B.V. and VastNed Industrial B.V. dated November 4, 2005.
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4.21*
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Lease Agreement between InterXion Nederland B.V. and VA No. 1 (Point of Logistics) B.V. dated May 14, 2007.
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4.22*
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Lease Agreement between InterXion Carrier Hotel S.L. and Naves y Urbanas Andalucia S.A. dated March
20, 2000 as amended by the Annex to the Lease Agreement dated March 15, 2006.
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4.23*
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Lease Agreement among InterXion Holding N.V., InterXion Carrier Hotel Limited and Eliahou Zeloof, Amira Zeloof, Ofer Zeloof and Oren Zeloof dated February 23,
2000.
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4.24*
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Lease/Loan Agreement between Alpine Finanz Immobilien AG, InterXion (Schweiz) AG and InterXion Holding N.V. dated March 13, 2009.
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4.25☐
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Lease Agreement among InterXion Holding N.V., InterXion Carrier Hotel Limited and Amira Zeloof, Ofer Zeloof and Oren Zeloof dated November 1,
2011.
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4.26☐
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Lease Agreement among InterXion Holding N.V., InterXion France Sas and Corpet Louvet Sas dated January 3, 2011.
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4.27☐
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Lease Agreement among InterXion Holding N.V., InterXion España, S.A.U and Chainco Investments Company, S.L. dated October
10, 2011.
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4.28☐
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Lease Agreement among InterXion España, S.A.U. and Edificios Alsina Sur, S.A. dated February 27, 2012.
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4.29☐
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Lease Agreement between InterXion Holding B.V. and GiP Gewerbe im Park GmbH dated January 29, 1999 as amended by Supplement No.
17 to the Lease Agreement dated September 1, 2011.
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4.30
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Lease Agreement between InterXion Netherlands B.V. and ProLogis Netherlands VII SarL dated April 15, 2013.
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4.31
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Lease Agreement among InterXion España, S.A.U. and Edificios Alsina Sur, S.A. dated June 5, 2013.
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4.32
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Lease Agreement between InterXion Deutschland GmbH and Union Investment Real Estate GmbH date August 2, 2013.
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4.33
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Senior Secured Revolving Facility Agreement dated March 9, 2017, by and among, InterXion Holding N.V., the guarantors thereunder, ABN AMRO Bank
N.V., Bank of America Merrill Lynch International Limited and Citigroup Global Markets Limited, as lenders thereunder, ABN AMRO Bank N.V., as agent and Barclays Bank PLC, as security trustee.
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4.34
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Amendment Letter to 2017 Senior Secured Revolving Facility Agreement dated July 18, 2017, by and among, InterXion Holding N.V., and ABN AMRO Bank N.V., as agent.
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4.35
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Amendment Letter to 2017 Senior Secured Revolving Facility Agreement dated February 9, 2018, by and among, InterXion Holding N.V., and ABN AMRO Bank N.V., as agent.
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115
Notes:
*
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Previously filed as an exhibit to InterXion Holding N.V.s Registration Statement on Form
F-1
(File
No. 333-171662)
filed with
the SEC and hereby incorporated by reference to such Registration Statement.
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Confidential treatment has been received for certain portions which are omitted in the copy of the exhibit filed with the SEC. The omitted information has been filed separately with the SEC pursuant to an application
for confidential treatment.
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The omitted information has been filed separately with the SEC pursuant to an application for confidential treatment.
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Previously filed as an exhibit on Form
6-K
(File
No. 001-35053)
filed with the SEC and hereby incorporated by reference.
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§
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Previously filed as an exhibit to InterXion Holding N.V.s Registration Statement on Form
S-8
(File No. 333-175099) filed with the SEC and hereby incorporated by
reference to such Registration Statement.
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§§
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Previously filed as an exhibit to InterXion Holding N.V.s Registration Statement on Form S-8 (File No. 333-218364) filed with the SEC and hereby incorporated by reference to such Registration Statement.
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☐
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Previously filed as an exhibit on Form
20-F
(File
No. 001-35053)
filed with the SEC and hereby incorporated by reference.
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116
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form
20-F
and that
it has duly caused and authorized the undersigned to sign this annual report on its behalf.
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INTERXION HOLDING N.V.
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/s/ David C.
Ruberg
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Name:
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David C. Ruberg
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Title:
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Chief Executive Officer
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Date:
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April 30, 2018
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117
INDEX TO FINANCIAL STATEMENTS
Audited financial statements of InterXion Holding N.V. as of and for the years ended December 31, 2017, 2016 and 2015
F-1
Report of Independent Registered Public Accounting Firm
To: The Board of Directors and Shareholders of InterXion Holding N.V.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of InterXion Holding N.V. and subsidiaries (the Company) as
of December 31, 2017, 2016, and 2015, the related consolidated income statements and consolidated statements of comprehensive income, changes in shareholders equity, and cash flows for each of the years in the three-year period ended
December 31, 2017, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of
December 31, 2017, 2016, and 2015, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2017, in conformity with International Financial Reporting Standards as issued by the
International Accounting Standards Board.
We also have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States) (PCAOB), the Companys internal control over financial reporting as of December 31, 2017, based on criteria established in
Internal Control Integrated Framework (2013)
issued by the Committee of
Sponsoring Organizations of the Treadway Commission, and our report dated April 30, 2018
expressed an adverse opinion on the effectiveness of the Companys internal control over financial reporting.
Basis for Opinion
These consolidated
financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and
are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated
financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable
basis for our opinion.
/s/ KPMG Accountants N.V.
Amstelveen, The Netherlands
April 30, 2018
We have served as the Companys auditor since 2000.
F-2
Report of Independent Registered Public Accounting Firm
To: The Board of Directors and Shareholders of InterXion Holding N.V.
Opinion on Internal Control Over Financial Reporting
We have audited InterXion Holding N.V.s and subsidiaries
(the Company) internal control over financial reporting as of
December 31, 2017, based on criteria established in
Internal Control Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, because of the effect of the material
weakness, described below, on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2017, based on criteria established in
Internal Control
Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have
audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Company as of December 31, 2017, 2016, and 2015, the related
consolidated income statements and consolidated statements of comprehensive income, changes in shareholders equity, and cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes
(collectively, the consolidated financial statements), and our report dated April 30, 2018 expressed an unqualified opinion on those consolidated financial statements.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the companys annual or interim financial statements will not be prevented or detected on a timely basis. A material weakness related to the design of internal controls relating to
technical accounting of share-based payments has been identified and included in managements assessment. The material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2017
consolidated financial statements, and this report does not affect our report on those consolidated financial statements.
The Company
acquired Vancis B.V., subsequent to the acquisition renamed to InterXion Science Park B.V., on February 24, 2017, and management excluded from its assessment of the effectiveness of the Companys internal control over financial reporting as of
December 31, 2017, InterXion Science Parks internal control over financial reporting associated with approximately 1.2% of consolidated total assets as of December 31, 2017, and approximately 1.3% of consolidated revenues in the consolidated
financial statements of the Company as of and for the year ended December 31, 2017. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of InterXion
Science Park.
Basis for Opinion
The
Companys management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements
Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Companys internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and
are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of
Internal Control Over Financial Reporting
A companys internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect
on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
/s/ KPMG Accountants N.V.
Amstelveen, The
Netherlands
April 30, 2018
F-3
CONSOLIDATED INCOME STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
Note
|
|
|
2017
|
|
|
2016
(i)
|
|
|
2015
(i)
|
|
|
|
|
|
|
(000)
|
|
Revenues
|
|
|
5,6
|
|
|
|
489,302
|
|
|
|
421,788
|
|
|
|
386,560
|
|
Cost of sales
|
|
|
5,8
|
|
|
|
(190,471
|
)
|
|
|
(162,568
|
)
|
|
|
(151,613
|
)
|
Gross profit
|
|
|
|
|
|
|
298,831
|
|
|
|
259,220
|
|
|
|
234,947
|
|
Other income
|
|
|
5
|
|
|
|
97
|
|
|
|
333
|
|
|
|
21,288
|
|
Sales and marketing costs
|
|
|
5,8
|
|
|
|
(33,465
|
)
|
|
|
(29,941
|
)
|
|
|
(28,217
|
)
|
General and administrative costs
|
|
|
5,7,8
|
|
|
|
(167,190
|
)
|
|
|
(138,557
|
)
|
|
|
(134,391
|
)
|
Operating income
|
|
|
5
|
|
|
|
98,273
|
|
|
|
91,055
|
|
|
|
93,627
|
|
Finance income
|
|
|
9
|
|
|
|
1,411
|
|
|
|
1,206
|
|
|
|
3,294
|
|
Finance expense
|
|
|
9
|
|
|
|
(45,778
|
)
|
|
|
(37,475
|
)
|
|
|
(32,316
|
)
|
Profit before taxation
|
|
|
|
|
|
|
53,906
|
|
|
|
54,786
|
|
|
|
64,605
|
|
Income tax expense
|
|
|
10
|
|
|
|
(14,839
|
)
|
|
|
(16,450
|
)
|
|
|
(17,925
|
)
|
Net income
|
|
|
|
|
|
|
39,067
|
|
|
|
38,336
|
|
|
|
46,680
|
|
Earnings per share attributable to shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share: ()
|
|
|
17
|
|
|
|
0.55
|
|
|
|
0.54
|
|
|
|
0.67
|
|
Diluted earnings per share: ()
|
|
|
17
|
|
|
|
0.55
|
|
|
|
0.54
|
|
|
|
0.66
|
|
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31,
|
|
|
|
2017
|
|
|
2016
(i)
|
|
|
2015
(i)
|
|
|
|
(000)
|
|
Net income
|
|
|
39,067
|
|
|
|
38,336
|
|
|
|
46,680
|
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
Items that are, or may be, reclassified subsequently to profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation differences
|
|
|
(7,245
|
)
|
|
|
(12,713
|
)
|
|
|
11,633
|
|
Effective portion of changes in fair value of cash flow hedge
|
|
|
110
|
|
|
|
(45
|
)
|
|
|
50
|
|
Tax on items that are, or may be, reclassified subsequently to profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation differences
|
|
|
205
|
|
|
|
1,836
|
|
|
|
(1,208
|
)
|
Effective portion of changes in fair value of cash flow hedge
|
|
|
(36
|
)
|
|
|
15
|
|
|
|
(16
|
)
|
Other comprehensive income/(loss), net of tax
|
|
|
(6,966
|
)
|
|
|
(10,907
|
)
|
|
|
10,459
|
|
Total comprehensive income attributable to shareholders
|
|
|
32,101
|
|
|
|
27,429
|
|
|
|
57,139
|
|
Note:
The accompanying notes form an integral part of these consolidated financial statements.
(i)
|
Comparative figures for the years ended December 31, 2016 and 2015 were restated. For further information on the errors, see Notes 2 and 29 of these 2017 consolidated financial statements.
|
F-4
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31,
|
|
|
|
Note
|
|
|
2017
|
|
|
2016
(i)
|
|
|
2015
(i)
|
|
|
|
|
|
|
(000)
|
|
Non-current
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment
|
|
|
11
|
|
|
|
1,342,471
|
|
|
|
1,156,031
|
|
|
|
999,072
|
|
Intangible assets
|
|
|
12
|
|
|
|
60,593
|
|
|
|
28,694
|
|
|
|
23,194
|
|
Goodwill
|
|
|
12
|
|
|
|
38,900
|
|
|
|
|
|
|
|
|
|
Deferred tax assets
|
|
|
10
|
|
|
|
24,470
|
|
|
|
20,370
|
|
|
|
23,024
|
|
Other investments
|
|
|
13
|
|
|
|
3,693
|
|
|
|
1,942
|
|
|
|
|
|
Other
non-current
assets
|
|
|
14
|
|
|
|
13,674
|
|
|
|
11,914
|
|
|
|
11,152
|
|
|
|
|
|
|
|
|
1,483,801
|
|
|
|
1,218,951
|
|
|
|
1,056,442
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other current assets
|
|
|
14
|
|
|
|
179,786
|
|
|
|
147,821
|
|
|
|
141,936
|
|
Cash and cash equivalents
|
|
|
15
|
|
|
|
38,484
|
|
|
|
115,893
|
|
|
|
53,686
|
|
|
|
|
|
|
|
|
218,270
|
|
|
|
263,714
|
|
|
|
195,622
|
|
Total assets
|
|
|
|
|
|
|
1,702,071
|
|
|
|
1,482,665
|
|
|
|
1,252,064
|
|
Shareholders equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital
|
|
|
16
|
|
|
|
7,141
|
|
|
|
7,060
|
|
|
|
6,992
|
|
Share premium
|
|
|
16
|
|
|
|
539,448
|
|
|
|
523,671
|
|
|
|
509,816
|
|
Foreign currency translation reserve
|
|
|
16
|
|
|
|
2,948
|
|
|
|
9,988
|
|
|
|
20,865
|
|
Hedging reserve, net of tax
|
|
|
16
|
|
|
|
(169
|
)
|
|
|
(243
|
)
|
|
|
(213
|
)
|
Accumulated profit / (deficit)
|
|
|
16
|
|
|
|
47,360
|
|
|
|
8,293
|
|
|
|
(30,043
|
)
|
|
|
|
|
|
|
|
596,728
|
|
|
|
548,769
|
|
|
|
507,417
|
|
Non-current
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
non-current
liabilities
|
|
|
18
|
|
|
|
15,080
|
|
|
|
11,718
|
|
|
|
12,049
|
|
Deferred tax liability
|
|
|
10
|
|
|
|
21,336
|
|
|
|
9,628
|
|
|
|
9,951
|
|
Borrowings
|
|
|
20
|
|
|
|
724,052
|
|
|
|
723,975
|
|
|
|
550,812
|
|
|
|
|
|
|
|
|
760,468
|
|
|
|
745,321
|
|
|
|
572,812
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables and other liabilities
|
|
|
18
|
|
|
|
229,878
|
|
|
|
171,399
|
|
|
|
162,629
|
|
Income tax liabilities
|
|
|
|
|
|
|
6,237
|
|
|
|
5,694
|
|
|
|
2,738
|
|
Provision for onerous lease contracts
|
|
|
19
|
|
|
|
|
|
|
|
|
|
|
|
1,517
|
|
Borrowings
|
|
|
20
|
|
|
|
108,760
|
|
|
|
11,482
|
|
|
|
4,951
|
|
|
|
|
|
|
|
|
344,875
|
|
|
|
188,575
|
|
|
|
171,835
|
|
Total liabilities
|
|
|
|
|
|
|
1,105,343
|
|
|
|
933,896
|
|
|
|
744,647
|
|
Total liabilities and shareholders equity
|
|
|
|
|
|
|
1,702,071
|
|
|
|
1,482,665
|
|
|
|
1,252,064
|
|
Note:
The accompanying notes form an integral part of these consolidated financial statements.
(i)
|
Comparative figures for the years ended December 31, 2016 and 2015 were restated. For further information on the errors, see Notes 2 and 29 of these 2017 consolidated financial statements.
|
F-5
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note
|
|
|
Share
capital
|
|
|
Share
premium
|
|
|
Foreign
currency
translation
reserve
|
|
|
Hedging
Reserve
|
|
|
Accumulated
profit/(deficit)
|
|
|
Total
equity
|
|
|
|
|
|
|
(000)
|
|
Balance at January 1, 2017
|
|
|
|
|
|
|
7,060
|
|
|
|
523,671
|
|
|
|
9,988
|
|
|
|
(243
|
)
|
|
|
8,293
|
|
|
|
548,769
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,067
|
|
|
|
39,067
|
|
Hedging result, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
74
|
|
|
|
|
|
|
|
74
|
|
Other comprehensive income/(loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,040
|
)
|
|
|
|
|
|
|
|
|
|
|
(7,040
|
)
|
Total comprehensive income/(loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,040
|
)
|
|
|
74
|
|
|
|
39,067
|
|
|
|
32,101
|
|
Exercise of options
|
|
|
|
|
|
|
55
|
|
|
|
6,914
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,969
|
|
Issuance of performance shares and restricted shares
|
|
|
|
|
|
|
26
|
|
|
|
(26
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based payments
|
|
|
22
|
|
|
|
|
|
|
|
8,889
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,889
|
|
Total contribution by, and distributions to, owners of the
Company
|
|
|
|
|
|
|
81
|
|
|
|
15,777
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,858
|
|
Balance at December 31, 2017
|
|
|
|
|
|
|
7,141
|
|
|
|
539,448
|
|
|
|
2,948
|
|
|
|
(169
|
)
|
|
|
47,360
|
|
|
|
596,728
|
|
Balance at January 1,
2016
(i)
|
|
|
|
|
|
|
6,992
|
|
|
|
509,816
|
|
|
|
20,865
|
|
|
|
(213
|
)
|
|
|
(30,043
|
)
|
|
|
507,417
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,336
|
|
|
|
38,336
|
|
Hedging result, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(30
|
)
|
|
|
|
|
|
|
(30
|
)
|
Other comprehensive income/(loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,877
|
)
|
|
|
|
|
|
|
|
|
|
|
(10,877
|
)
|
Total comprehensive income/(loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,877
|
)
|
|
|
(30
|
)
|
|
|
38,336
|
|
|
|
27,429
|
|
Exercise of options
|
|
|
|
|
|
|
48
|
|
|
|
6,284
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,332
|
|
Issuance of performance shares and restricted shares
|
|
|
|
|
|
|
20
|
|
|
|
(20
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based payments
|
|
|
22
|
|
|
|
|
|
|
|
7,591
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,591
|
|
Total contribution by, and distributions to, owners of the
Company
|
|
|
|
|
|
|
68
|
|
|
|
13,855
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,923
|
|
Balance at December 31,
2016
(i)
|
|
|
|
|
|
|
7,060
|
|
|
|
523,671
|
|
|
|
9,988
|
|
|
|
(243
|
)
|
|
|
8,293
|
|
|
|
548,769
|
|
Balance at January 1, 2015, as previously reported
|
|
|
|
|
|
|
6,932
|
|
|
|
495,109
|
|
|
|
10,440
|
|
|
|
(247
|
)
|
|
|
(76,089
|
)
|
|
|
436,145
|
|
Impact of correction of errors
|
|
|
|
|
|
|
|
|
|
|
634
|
|
|
|
|
|
|
|
|
|
|
|
(634
|
)
|
|
|
|
|
Balance at January 1, 2015, as restated
|
|
|
|
|
|
|
6,932
|
|
|
|
495,743
|
|
|
|
10,440
|
|
|
|
(247
|
)
|
|
|
(76,723
|
)
|
|
|
436,145
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46,680
|
|
|
|
46,680
|
|
Hedging result, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34
|
|
|
|
|
|
|
|
34
|
|
Other comprehensive income/(loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,425
|
|
|
|
|
|
|
|
|
|
|
|
10,425
|
|
Total comprehensive income/(loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,425
|
|
|
|
34
|
|
|
|
46,680
|
|
|
|
57,139
|
|
Exercise of options
|
|
|
|
|
|
|
43
|
|
|
|
5,686
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,729
|
|
Issuance of performance shares
|
|
|
|
|
|
|
17
|
|
|
|
(17
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based payments
|
|
|
22
|
|
|
|
|
|
|
|
8,404
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,404
|
|
Total contribution by, and distributions to, owners of the Company
|
|
|
|
|
|
|
60
|
|
|
|
14,073
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,133
|
|
Balance at December 31, 2015
(i)
|
|
|
|
|
|
|
6,992
|
|
|
|
509,816
|
|
|
|
20,865
|
|
|
|
(213
|
)
|
|
|
(30,043
|
)
|
|
|
507,417
|
|
Since no minority shareholders in Group equity exist, the Group equity is entirely attributable to the parents
shareholders.
Note:
The accompanying notes form an integral part of these consolidated financial
statements.
(i)
|
Comparative figures for the years ended December 31, 2016 and 2015 were restated. For further information on the errors, see Notes 2 and 29 of these 2017 consolidated financial statements.
|
F-6
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the years ended December 31,
|
|
|
|
Note
|
|
|
2017
|
|
|
2016
(i)
|
|
|
2015
(i)
|
|
|
|
|
|
|
(000)
|
|
Net income
|
|
|
|
|
|
|
39,067
|
|
|
|
38,336
|
|
|
|
46,680
|
|
Depreciation, amortization and impairments
|
|
|
11,12
|
|
|
|
108,252
|
|
|
|
89,835
|
|
|
|
78,229
|
|
Provision for onerous lease contracts
|
|
|
19
|
|
|
|
|
|
|
|
(1,533
|
)
|
|
|
(3,532
|
)
|
Share-based payments
|
|
|
22
|
|
|
|
8,889
|
|
|
|
7,652
|
|
|
|
8,404
|
|
Net finance expense
|
|
|
9
|
|
|
|
44,367
|
|
|
|
36,269
|
|
|
|
29,022
|
|
Income tax expense
|
|
|
10
|
|
|
|
14,839
|
|
|
|
16,450
|
|
|
|
17,925
|
|
|
|
|
|
|
|
|
215,414
|
|
|
|
187,009
|
|
|
|
176,728
|
|
Movements in trade receivables and other assets
|
|
|
|
|
|
|
(30,667
|
)
|
|
|
(11,126
|
)
|
|
|
(19,380
|
)
|
Movements in trade payables and other liabilities
|
|
|
|
|
|
|
24,266
|
|
|
|
7,505
|
|
|
|
12,040
|
|
Cash generated from operations
|
|
|
|
|
|
|
209,013
|
|
|
|
183,388
|
|
|
|
169,388
|
|
Interest and fees paid
|
|
|
|
|
|
|
(41,925
|
)
|
|
|
(36,003
|
)
|
|
|
(30,522
|
)
|
Interest received
|
|
|
|
|
|
|
143
|
|
|
|
136
|
|
|
|
152
|
|
Income tax paid
|
|
|
|
|
|
|
(11,985
|
)
|
|
|
(8,124
|
)
|
|
|
(11,948
|
)
|
Net cash flow from operating activities
|
|
|
|
|
|
|
155,246
|
|
|
|
139,397
|
|
|
|
127,070
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property, plant and equipment
|
|
|
|
|
|
|
(247,228
|
)
|
|
|
(241,958
|
)
|
|
|
(186,115
|
)
|
Financial investments - deposits
|
|
|
|
|
|
|
(324
|
)
|
|
|
1,139
|
|
|
|
418
|
|
Acquisition of Interxion Science Park
|
|
|
|
|
|
|
(77,517
|
)
|
|
|
|
|
|
|
|
|
Purchase of intangible assets
|
|
|
|
|
|
|
(8,787
|
)
|
|
|
(8,920
|
)
|
|
|
(6,521
|
)
|
Loans to third parties
|
|
|
|
|
|
|
(1,764
|
)
|
|
|
(1,942
|
)
|
|
|
|
|
Proceeds from sale of financial asset
|
|
|
|
|
|
|
|
|
|
|
281
|
|
|
|
3,063
|
|
Redemption of short-term investments
|
|
|
15
|
|
|
|
|
|
|
|
|
|
|
|
1,650
|
|
Net cash flow used in investing activities
|
|
|
|
|
|
|
(335,620
|
)
|
|
|
(251,400
|
)
|
|
|
(187,505
|
)
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from exercised options
|
|
|
|
|
|
|
6,969
|
|
|
|
6,332
|
|
|
|
5,686
|
|
Proceeds from mortgages
|
|
|
|
|
|
|
9,950
|
|
|
|
14,625
|
|
|
|
14,850
|
|
Repayment of mortgages
|
|
|
|
|
|
|
(10,848
|
)
|
|
|
(4,031
|
)
|
|
|
(2,346
|
)
|
Proceeds from Revolving Facilities
|
|
|
|
|
|
|
129,521
|
|
|
|
|
|
|
|
|
|
Repayment of Revolving Facilities
|
|
|
|
|
|
|
(30,000
|
)
|
|
|
|
|
|
|
|
|
Proceeds 6% Senior Secured Notes due 2020
|
|
|
|
|
|
|
|
|
|
|
154,808
|
|
|
|
|
|
Finance lease obligation
|
|
|
|
|
|
|
(995
|
)
|
|
|
|
|
|
|
|
|
Interest received at issuance of Additional Notes
|
|
|
|
|
|
|
|
|
|
|
2,225
|
|
|
|
|
|
Net cash flows from / (used in) financing activities
|
|
|
|
|
|
|
104,597
|
|
|
|
173,959
|
|
|
|
18,190
|
|
Effect of exchange rate changes on cash
|
|
|
|
|
|
|
(1,632
|
)
|
|
|
251
|
|
|
|
1,294
|
|
Net movement in cash and cash equivalents
|
|
|
|
|
|
|
(77,409
|
)
|
|
|
62,207
|
|
|
|
(40,951
|
)
|
Cash and cash equivalents, beginning of period
|
|
|
|
|
|
|
115,893
|
|
|
|
53,686
|
|
|
|
94,637
|
|
Cash and cash equivalents, end of period
|
|
|
15
|
|
|
|
38,484
|
|
|
|
115,893
|
|
|
|
53,686
|
|
Note:
The accompanying notes form an integral part of these consolidated financial statements.
(i)
|
Comparative figures for the years ended December 31, 2016 and 2015 were restated. For further information on the errors,
|
see Notes 2 and 29 of these 2017 consolidated financial statements.
F-7
NOTES TO THE 2017 CONSOLIDATED FINANCIAL STATEMENTS
Interxion Holding N.V. (the Company) is domiciled in The
Netherlands. The Companys registered office is at Scorpius 30, 2132 LR Hoofddorp, The Netherlands. The consolidated financial statements of the Company for the year ended December 31, 2017 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 centers.
Statement of compliance
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS),
effective as at December 31, 2017, as issued by the International Accounting Standards Board (IASB), and IFRS as adopted by the European Union.
Basis of measurement
The Group prepared
its consolidated financial statements on a going-concern basis and under the historical cost convention except for certain financial instruments that have been measured at fair value.
IFRS basis of presentation
The audited
consolidated financial statements as of December 31, 2017, 2016 and 2015 have been prepared in accordance with International Financial Reporting Standards (IFRS) as endorsed by the European Union (EU). All standards and interpretations issued
by the International Accounting Standards Board (IASB) and the IFRS Interpretations Committee effective for the year ended 2017 have been endorsed by the EU, except that the EU did not adopt certain paragraphs of IAS 39 applicable to hedge
transactions. The Group has no hedge transactions to which these paragraphs are applicable. Consequently, the accounting policies applied by the Group also comply with IFRS as issued by the IASB.
Change in accounting policies
The Group
has consistently applied the accounting policies set out below to all periods presented in these consolidated financial statements. The standards below are applicable for financial statements as prepared after January 1, 2016, for IFRS as
issued by the International Accounting Standards Board, and are effective for IFRS as endorsed by the EU for periods ending after January 1, 2017.
|
|
|
Amendments to IAS 7 Disclosure initiative
|
|
|
|
Amendments to IAS 12 Recognition of Deferred Tax Assets for Unrealized Losses
|
For preparation
of these financial statements, the Group has concluded that these standards do not have a significant impact.
Correction of errors
Certain comparative amounts in the consolidated income statements, consolidated statements of comprehensive income, consolidated statements of
financial position and consolidated statements of cash flows have been restated to correct for immaterial errors with respect to share-based payments. The impact of this restatement is disclosed in note 29 Correction of errors. Throughout the
consolidated financial statements, columns including comparative figures that have been restated, are indicated with
(i)
.
Use of estimates and judgments
The
preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.
Actual results may differ from these estimates, which together with underlying assumptions, are reviewed on an
on-going
basis. Revisions to accounting estimates are recognized in the period in which the
estimates are revised and in any future periods affected.
Judgments, estimates and assumptions applied by management in preparing these
financial statements are based on circumstances as at December 31, 2017, and Interxion operating as a stand-alone company.
In
particular, information about significant areas of estimation uncertainty and critical judgments in applying accounting policies that have the most significant effect on amounts recognized in the financial statements are discussed below:
Property, plant and equipment and depreciation (see also Note 11)
Estimated remaining useful lives and residual values of
F-8
property plant and equipment, including assets recognized upon a business combination, are reviewed annually. The carrying values of property, plant and equipment are also reviewed for
impairment, where there has been a triggering event, by assessing the present value of estimated future cash flows and net realizable value compared with net book value. The calculation of estimated future cash flows and residual values is based on
the Groups best estimates of future prices, output and costs and is, therefore, subjective. In addition, the valuation of some of the assets under construction requires judgments that are related to the probability of signing lease contracts
and obtaining planning permits. Regarding the properties acquired as part of the acquisition of InterXion Science Park B.V. we recognized fair value at acquisition date, based on the highest and best use.
Intangible assets and amortization (see also Note 12)
Estimated remaining useful lives of intangible assets, including those
recognized upon a business combination, are reviewed annually. The carrying values of intangible assets are also reviewed for impairment where there has been a triggering event by assessing the present value of estimated future cash flows and fair
value compared with net book value. The calculation of estimated future cash flows is based on the Groups best estimates of future prices, output and costs and is, therefore, subjective. The customer portfolio acquired as part of the
acquisition of InterXion Science Park B.V. was valued based on the multi-period excess earnings method, which considers the present value of net cash flows expected to be generated by the customer portfolio, excluding any cash flows related to
contributory assets.
Goodwill (see also Note 12)
Goodwill is recognized as the amount by which the purchase price of an
acquisition exceeds the fair values of the assets and liabilities identified as part of the purchase price allocation. Goodwill is not being amortized, but subject to an annual impairment test.
Lease accounting (see also Note 24)
At inception or modification of an arrangement, the Group determines whether such an
arrangement is, or contains, a lease. Classification of a lease contract is based on the extent to which risks and rewards incidental to ownership of a leased asset lie with the lessor or the lessee. The classification of lease contracts includes
the use of judgments and estimates.
Provision for onerous lease contracts (see also Note 19)
A provision is made for the
discounted amount of future losses that are expected to be incurred in respect of unused data center sites over the term of the leases. Where unused sites can be sublet, or partly sublet, management has taken account of the contracted sublease
income expected to be received over the minimum sublease term, which meets the Groups revenue recognition criteria in arriving at the amount of future losses.
Costs of site restoration (see also Note 26)
Liabilities in respect of obligations to restore premises to their original
condition are estimated at the commencement of the lease and reviewed annually, based on the rent period, contracted extension possibilities and possibilities of lease terminations.
Deferred tax (see also Note 10)
Provision is made for deferred tax at the rates of tax prevailing at the
period-end
dates unless future rates have been substantively enacted. Deferred tax assets are recognized where it is probable that they will be recovered based on estimates of future taxable profits for each tax
jurisdiction. The actual profitability may be different depending on local financial performance in each tax jurisdiction.
Share-based
payments (see also Note 22)
The Group issues equity-settled share-based payments to certain employees under the terms of the long-term incentive plans. The charges related to equity-settled share-based payments, options to purchase
ordinary shares and restricted and performance shares, are measured at fair value at the grant date. Fair values are being redetermined for market conditions as of each reporting date, until final grant date. The fair value at the grant date of
options is determined using the Black Scholes model and is expensed over the vesting period. The fair value at grant date of the performance shares is determined using the Monte Carlo model and is expensed over the vesting period. The value of the
expense is dependent upon certain assumptions including the expected future volatility of the Groups share price at the grant date and, for the performance shares, the relative performance of the Groups share price compared with a group
of peer companies.
Senior Secured Notes due 2020 (see also Note 20)
The Senior Secured Notes due 2020 are valued at
amortized cost. The Senior Secured Notes due 2020 indenture includes specific early redemption clauses. As part of the initial measurement of the amortized costs value of the Senior Secured Notes due 2020 it is assumed that the Notes will be held to
maturity. If an early redemption of all or part of the Notes is expected, the liability will be
re-measured
based on the original effective interest rate. The difference between the liability, excluding a
change in assumed early redemption and the liability, including a change in assumed early redemption, will go through the profit and loss.
F-9
Functional and presentation currency
These consolidated financial statements are presented in euro, the Companys functional and presentation currency. All information
presented in euros has been rounded to the nearest thousand, except when stated otherwise.
3
|
Significant accounting policies
|
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and all entities that are directly or indirectly
controlled by the Company. Subsidiaries are entities that are controlled by the Group. The Group controls an entity when it is exposed to, or has the right to, variable returns from its involvement with the entity and has the ability to affect those
returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.
The accounting policies set out below have been applied consistently by all subsidiaries to all periods presented in these consolidated
financial statements.
Loss of control
When the Group loses control over a subsidiary, the Company
de-recognizes
the assets and liabilities of
the subsidiary, any
non-controlling
interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognized in profit or loss.
Transactions eliminated on consolidation
Intercompany balances and transactions, and any unrealized income and expenses arising from intercompany transactions, are eliminated in
preparing the consolidated financial statements.
Subsidiaries
With the exception of Stichting Administratiekantoor Management InterXion, all the subsidiary undertakings of the Group, as set out below are
wholly owned as of December 31, 2017. Stichting Administratiekantoor is part of the consolidation based on the Groups control over the entity.
InterXion HeadQuarters B.V., Amsterdam, The Netherlands;
InterXion Nederland B.V., Amsterdam, The Netherlands;
InterXion Trademarks B.V., Amsterdam, The Netherlands;
InterXion Participation 1 B.V., Amsterdam, The Netherlands;
InterXion Österreich GmbH, Vienna, Austria;
InterXion
Real Estate VII GmbH, Vienna, Austria;
InterXion Belgium N.V., Brussels, Belgium;
InterXion Real Estate IX N.V., Brussels, Belgium;
InterXion
Denmark ApS, Copenhagen, Denmark;
InterXion Real Estate VI ApS, Copenhagen, Denmark;
Interxion France SAS, Paris, France;
Interxion Real Estate II
SARL, Paris, France;
Interxion Real Estate III SARL, Paris, France;
F-10
Interxion Real Estate XI SARL, Paris, France;
InterXion Deutschland GmbH, Frankfurt, Germany;
InterXion
Ireland DAC, Dublin, Ireland;
Interxion Telecom SRL, Milan, Italy;
InterXion España SA, Madrid, Spain;
InterXion Sverige
AB, Stockholm, Sweden;
InterXion (Schweiz) AG, Zurich, Switzerland;
InterXion Real Estate VIII AG, Zurich, Switzerland;
InterXion
Carrier Hotel Ltd., London, United Kingdom;
InterXion Europe Ltd., London, United Kingdom;
InterXion Real Estate Holding B.V., Amsterdam, The Netherlands;
InterXion Real Estate I B.V., Amsterdam, The Netherlands;
InterXion Real Estate IV B.V., Amsterdam, The Netherlands;
InterXion Real Estate V B.V., Amsterdam, The Netherlands;
InterXion Real Estate X B.V., Amsterdam, The Netherlands;
InterXion Real Estate XII B.V., Amsterdam, The Netherlands;
InterXion Real Estate XIII B.V., Amsterdam, The Netherlands;
InterXion Real Estate XIV B.V., Amsterdam, The Netherlands;
InterXion Science Park B.V., Amsterdam, The Netherlands;
InterXion Operational B.V., Amsterdam, The Netherlands;
InterXion Datacenters B.V., The Hague, The Netherlands (formerly Centennium Detachering B.V.);
InterXion Consultancy Services B.V., Amsterdam, The Netherlands (dormant);
Interxion Telecom B.V., Amsterdam, The Netherlands (dormant);
Interxion Trading B.V., Amsterdam, The Netherlands (dormant);
InterXion B.V., Amsterdam, The Netherlands (dormant);
InterXion Telecom Ltd., London, United Kingdom (dormant);
Stichting Administratiekantoor Management InterXion, Amsterdam, The Netherlands.
Foreign currency
Foreign currency transactions
The individual financial statements of each Group entity are presented in the currency of the primary economic environment in which
the entity operates (its functional currency). For the purpose of the consolidated financial statements, the results and the financial position of each entity are expressed in euros, which is the functional currency of the Company and the
presentation currency for the consolidated financial statements.
In preparing the financial statements of the individual entities,
transactions in foreign currencies other than the entitys functional currency are recorded at the rates of exchange prevailing at the dates of the transactions. At each balance sheet date, monetary assets and liabilities denominated in foreign
currencies are retranslated at the rates prevailing at the balance sheet date.
Non-monetary
items that are measured in terms of historical cost in a foreign currency are not retranslated. The income and
expenses of foreign operations are translated to euros at average exchange rates.
F-11
Foreign operations
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Groups foreign operations are
expressed in euros using exchange rates prevailing at the balance sheet date. Income and expense items are translated at average exchange rates for the period. Exchange differences, if any, arising on net investments including receivables from or
payables to a foreign operation for which settlement is neither planned nor likely to occur, are recognized directly in the foreign currency translation reserve (FCTR) within equity. When control over a foreign operation is lost, in part or in full,
the relevant amount in the FCTR is transferred to profit or loss.
Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily
take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. All other borrowing costs are recognized in
profit or loss in the period in which they are incurred.
Borrowing costs are capitalized based on the effective interest rate of the
Senior Secured Notes.
Statement of cash flows
The consolidated statement of cash flows is prepared using the indirect method. The cash flow statement distinguishes between operating,
investing and financing activities.
Cash flows in foreign currencies are converted at the exchange rate at the dates of the transactions.
Currency exchange differences on cash held are separately shown. Payments and receipts of corporate income taxes and interest paid are included as cash flow from operating activities.
Financial instruments
Derivative financial
instruments
Derivatives are initially recognized at fair value; any attributable transaction costs are recognized in profit and loss
as they are incurred. Subsequent to initial recognition, derivatives are measured at their fair value, and changes therein are generally recognized in profit and loss.
When a derivative is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of the derivative is
recognized in other comprehensive income and accumulated in the hedging reserve. Any ineffective portion of changes in the fair value of the derivative is recognized immediately in profit or loss.
The amount accumulated in equity is retained in other comprehensive income and reclassified to the profit or loss in the same period, or
periods, during which the hedged item affects profit or loss.
If the hedging instrument no longer meets the criteria for hedge
accounting, expires, is sold, terminated or exercised, or the designation is revoked, hedge accounting is discontinued prospectively. If the forecast transaction is no longer expected to occur, the amount accumulated in equity is reclassified to
profit or loss.
Fair values are obtained from quoted market prices in active markets or, where an active market does not exist, by using
valuation techniques. Valuation techniques include discounted cash flow models.
Non-derivative
financial
instruments
Non-derivative
financial instruments comprise trade and other receivables, cash
and cash equivalents, loans and borrowings, and trade and other payables.
Non-derivative
financial instruments are recognized initially at fair value, net of any directly attributable transaction costs. Subsequent to initial recognition,
non-derivative
financial instruments are measured at
amortized cost using the effective interest method, less any impairment losses.
F-12
The Group
de-recognizes
a financial asset when the
contractual rights to the cash flows from the asset expire, or it transfers the right to receive the contractual cash flows in a transaction in which substantially all the risk and rewards of ownership of the financial asset are transferred. Any
interest in such transferred financial assets that is created or retained by the Group is recognized as a separate asset or liability.
Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group
has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.
Financial assets are designated as at fair value through profit and loss if the Group manages such investments and makes purchase and sale
decisions based on their fair value in accordance with the Groups risk management or investment strategy. Attributable transaction costs are recognized in profit and loss as incurred. Financial assets at fair value through profit and loss are
measured at fair value and changes therein, which takes into account any dividend income, are recognized in profit and loss.
The fair
values of investments in equity are determined with reference to their quoted closing bid price at the measurement date or, if unquoted, using a valuation technique.
The convertible loan given, is presented as Other investment on the balance sheet. This loan is initially measured at fair value
plus any directly attributable transaction costs. Subsequent to initial recognition, it is measured at amortized costs using the effective interest method.
Trade receivables and other current assets
Trade receivables and other current assets are recognized initially at fair value and subsequently measured at amortized cost using the
effective interest method, less provision for impairment.
A provision for impairment of trade receivables and other current assets is
established when there is objective evidence that the Group will not be able to collect all amounts due according to the original term of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter
bankruptcy or financial reorganization, and default or delinquency in payments are considered indicators that the trade receivable is impaired.
The amount of the provision is the difference between the assets carrying amount and the present value of estimated future cash flows,
discounted at the original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognized in the income statement.
When a trade receivable and other current asset is uncollectable, it is written off against the allowance account for trade receivables.
Subsequent recoveries of amounts previously written off are credited in the income statement.
Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with banks and other short-term highly liquid investments with original
maturities of three months or less. Cash and cash equivalents, including short-term investments, is valued at face value, which equals its fair value. Collaterized cash is included in other
(non-)
current
assets and accounted for at face value, which equals its fair value.
Trade payables and other current liabilities
Trade payables and other current liabilities are recognized initially at fair value and subsequently measured at amortized cost using the
effective interest method.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are
recognized as a deduction from equity, net of any tax effects.
F-13
Property, plant and equipment
Property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.
Cost includes expenditure that is directly attributable to the acquisition or construction of the asset and comprises purchase cost, together
with the incidental costs of installation and commissioning. These costs include external consultancy fees, capitalized borrowing costs, rent and associated costs attributable to bringing the assets to a working condition for their intended use and
internal employment costs that are directly and exclusively related to the underlying asset. In case of operating leases where it is probable that the lease contract will not be renewed, the cost of self-constructed assets includes the estimated
costs of dismantling and removing the items and restoring the site on which they are located.
When parts of an item of property, plant
and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.
Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the
carrying amount of property, plant and equipment and are recognized within income.
The cost of replacing part of an item of property,
plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The carrying amount of the replaced part
is
de-recognized.
The costs of the
day-to-day
servicing of property, plant and equipment are recognized in profit or loss as
incurred.
Depreciation is calculated from the date an asset becomes available for use and is depreciated on a straight-line basis over
the estimated useful life of each part of an item of property, plant and equipment. Leased assets are depreciated on the same basis as owned assets over the shorter of the lease term and their useful lives. The principal periods used for this
purpose are:
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Data center freehold land
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Not depreciated
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Data center buildings
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15-30
years
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Data center infrastructure and equipment
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5-20
years
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Office equipment and other
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3-15
years
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Depreciation methods, useful lives and residual values are reviewed annually.
Data center freehold land consists of the land owned by the Company and land leased by the Company under finance lease agreements. The data
center buildings consist of the core and shell in which we have constructed a data center. Data center infrastructure and equipment comprises data center structures, leasehold improvements, data center cooling and power infrastructure, including
infrastructure for advanced environmental controls such as ventilation and air conditioning, specialized heating, fire detection and suppression equipment and monitoring equipment. Office equipment and other is comprised of office leasehold
improvements and office equipment consisting of furniture and computer equipment.
Intangible assets and goodwill
Intangible assets represent power grid rights, software and other intangible assets, and are recognized at cost less accumulated amortization
and accumulated impairment losses. Other intangible assets principally consist of lease premiums (paid in addition to obtain rental contracts).
Software includes development expenditure, which is capitalized only if development costs can be measured reliably, the product or process is
technically and commercially feasible, future economic benefits are probable, and the Group intends to and has sufficient resources to complete development and to use the asset. The expenditure capitalized includes the cost of material, services and
direct labor costs that are directly attributable to preparing the asset for its intended use.
Amortization is calculated on a
straight-line basis over the estimated useful lives of the intangible asset. Amortization methods, useful lives are reviewed annually.
The estimated useful lives are:
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Power grid rights
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1015 years
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Software
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35 years
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Other
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312 years
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Customer portfolio
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20 years
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Goodwill represents the goodwill related to business combinations, which is determined based on purchase price
allocation. Goodwill is not being amortized, and subject to an annual impairment test.
Impairment of
non-financial
assets
The carrying amounts of the Groups
non-financial
assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the assets recoverable amount is estimated. For
intangible assets that are not yet available for use, the recoverable amount is estimated annually.
The recoverable amount of an asset or
cash-generating unit is the greater of either its value in use or its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a
pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets are grouped together into the
smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the cash-generating unit).
Considering the Company manages its data centers by country, and, given the data center campus-structures, the financial performance of data
centers within a country is highly inter-dependent, the Company has determined that the cash-generating unit for impairment-testing purposes should be the group of data centers per country, unless specific circumstances would indicate that a single
data center is a cash-generating unit.
An impairment loss is recognized if the carrying amount of an asset or its cash-generating unit
exceeds its estimated recoverable amount. Impairment losses are recognized in profit or loss. Impairment losses recognized in respect of cash-generating units are to reduce the carrying amount of the assets in the unit (group of units) on a
pro-rata
basis.
Impairment losses recognized in prior periods are assessed at each reporting date for
any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss previously recognized on assets other than
goodwill, is reversed only to the extent that the assets carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
Borrowings
Borrowings are recognized
initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost; with any difference between the proceeds (net of transaction costs) and the redemption value recognized in the income statement over
the period of the borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the Group has
an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date. The Group
de-recognizes
a borrowing when its contractual obligations are discharged, cancelled
or expired.
As part of the initial measurement of the amortized cost value of the Senior Secured Notes due 2020, it is assumed that the
Notes will be held to maturity. If an early redemption of all or part of the Notes is expected, the liability will be
re-measured
based on the original effective interest rate. The difference between the
liability, excluding a change in assumed early redemption and the liability, including a change in assumed early redemption, will be recognized in profit and loss.
Provisions
A provision is recognized in
the statement of financial position when the Group has a present legal or constructive obligation as a result of a past event; it is probable that an outflow of economic benefits will be required to settle the obligation and the amount can
F-15
be estimated reliably. Provisions are determined by discounting the expected future cash flows at a
pre-tax
rate that reflects current market assessments
of the time value of money and, where appropriate, the risks specific to the liability. The discount rate arising on the provision is amortized in future years through interest.
A provision for site restoration is recognized when costs for restoring leasehold premises to their original condition at the end of the lease
are probable to be incurred and it is possible to make an accurate estimate of these costs. The discounted cost of the liability is included in the related assets and is depreciated over the remaining estimated term of the lease. If the likelihood
of this liability is estimated to be possible, rather than probable, it is disclosed as a contingent liability in Note 26.
A provision
for onerous lease contracts is recognized when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the discounted amount of
future losses expected to be incurred in respect of unused data center sites over the term of the leases. Where unused sites can be sublet or partly sublet, management has taken account of the sublease income expected to be received over the minimum
sublease term, which meets the Groups revenue recognition criteria in arriving at the amount of future losses. Before a provision is established, the Group recognizes any impairment loss on the assets associated with that contract.
Leases
Leases, in which the Group
assumes substantially all the risks and rewards of ownership, are classified as finance leases. On initial recognition, the leased asset is measured at an amount equal to the lower of either its fair value or the present value of the minimum lease
payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset. The finance lease obligations are presented as part of the long-term liabilities and, as far as amounts need
to be repaid within one year, as part of current liabilities.
Other leases are operating leases and the leased assets are not recognized
on the Groups statement of financial position. Payments made under operating leases are recognized in the income statement, or capitalized during construction, on a straight-line basis over the term of the lease. Lease incentives received are
recognized as an integral part of the total lease expense, over the term of the lease.
Minimum finance lease payments are apportioned
between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.
At inception or modification of an arrangement, the Group determines whether such an arrangement is, or contains, a lease. This will be the
case if the following two criteria are met:
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the fulfilment of the arrangement is dependent on the use of a specific asset or assets; and
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the arrangement contains the right to use an asset.
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For leased properties on which our data
centers are located, we generally seek to secure property leases for terms of 20 to 25 years. Where possible, we try to mitigate the long-term financial commitment by contracting for initial lease terms for a minimum period of 10 to 15 years with
the option for us either to (i) extend the leases for additional five-year terms or (ii) terminate the leases upon expiration of the initial
10-
to
15-year
term. Our leases generally have consumer price index based annual rent increases over the full term of the lease. Certain of our leases contain options to purchase the asset.
Segment reporting
The segments are
reported in a manner consistent with internal reporting provided to the chief operating decision-maker, identified as the Board of Directors. There are two segments: the first is
France, Germany, The Netherlands and the United Kingdom
(the
Big4)
,
the second is
Rest of Europe
, which comprises Austria, Belgium, Denmark, Ireland, Spain, Sweden and Switzerland. Shared expenses such as corporate management, general and administrative expenses, loans and borrowings
and related expenses and income tax assets and liabilities are stated in
Corporate and other
. The Big4 and Rest of Europe are different segments as management believes that the Big4 countries represent the largest opportunities for Interxion,
from market trends and growth perspective to drive the development of its communities of interest strategy within customer segments and the attraction of magnetic customers. As a result, over the past three years we have invested between 68% and 70%
of our capital expenditure in the Big4 segment while revenue constituted an average of 64% of total revenue over the same period.
F-16
Segment results, assets and liabilities include items directly attributable to a segment as well
as those that can be allocated on a reasonable basis. Unallocated items presented as
Corporate and other
principally comprise loans and borrowings and related expenses; corporate assets and expenses (primarily the Companys
headquarters); and income tax assets and liabilities.
Segment capital expenditure is defined as the net cash outflow during the period to
acquire property, plant and equipment, and intangible assets other than goodwill, during the period.
Adjusted EBITDA, Recurring revenue
and Cash generated from operations, are additional indicators of our operating performance, and are not required by or presented in accordance with IFRS. We define Adjusted EBITDA as Operating income adjusted for the following items, which may occur
in any period, and which management believes are not representative of our operating performance:
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Depreciation and amortization property, plant and equipment and intangible assets (except goodwill) are depreciated on a straight-line basis over the estimated useful life. We believe that these costs do not
represent our operating performance.
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Share-based payments primarily the fair value at the grant date to employees of equity awards, is recognized as an employee expense over the vesting period. We believe that this expense does not represent our
operating performance.
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Income or expense related to the evaluation and execution of potential mergers or acquisitions (M&A) under IFRS, gains and losses associated with M&A activity are recognized in the period
incurred. We exclude these effects because we believe they are not reflective of our
on-going
operating performance.
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Adjustments related to terminated and unused data center sites these gains and losses relate to historical leases entered into for certain brownfield sites, with the intention of developing data centers, which
were never developed and for which management has no intention of developing into data centers. We believe the impact of gains and losses related to unused data centers are not reflective of our business activities and our
on-going
operating performance.
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In certain circumstances, we may also adjust for items
that management believes are not representative of our current
on-going
performance. Examples of this would include: adjusting for the cumulative effect of a change in accounting principle or estimate,
impairment losses, litigation gains and losses or windfall gains and losses.
We define Recurring revenue as revenue incurred monthly from
colocation, connectivity and associated power charges, office space, amortized
set-up
fees and certain recurring managed services (but excluding any ad hoc managed services) provided by us directly or through
third parties, excluding rents received for the sublease of unused sites.
Cash generated from operations is defined as net cash flows
from operating activities, excluding interest and corporate income tax payments and receipts. Management believe that the exclusion of these items, provides useful supplemental information to net cash flows from operating activities to aid investors
in evaluating the cash generating performance of our business.
We believe Adjusted EBITDA, Recurring revenue and Cash generated from
operations provide useful supplemental information to investors regarding our
on-going
operational performance. These measures help us and our investors evaluate the
on-going
operating performance of the business after removing the impact of our capital structure (primarily interest expense) and our asset base (primarily depreciation and amortization). Management believes
that the presentation of Adjusted EBITDA, when combined with the primary IFRS presentation of net income, provides a more complete analysis of our operating performance. Management also believes the use of Adjusted EBITDA facilitates comparisons
between us and other data center operators (including other data center operators that are REITs) and other infrastructure-based businesses. Adjusted EBITDA is also a relevant measure used in the financial covenants of our 2017 Senior Secured
Revolving Facility, our 2013 Super Senior Revolving Facility and our 6.00% Senior Secured Notes due 2020.
This information, provided to
the chief operating decision-maker, is disclosed to permit a more complete analysis of our operating performance. Exceptional items are those significant items that are separately disclosed by virtue of their size, nature or incidence to enable a
full understanding of the Groups financial performance.
F-17
Revenue recognition
Revenue is recognized when it is probable that future economic benefits will flow to the Group and that these benefits, together with their
related costs, can be measured reliably. Revenue is measured at the fair value of the consideration received or receivable taking into account any discounts or volume rebates.
The Group reviews transactions for separately identifiable components and, if necessary, applies individual recognition treatment, revenues
are allocated to separately identifiable components based on their relative fair values.
The Group earns colocation revenue as a result
of providing data center services to customers at its data centers. Colocation revenue and lease income are recognized in profit or loss on a straight-line basis over the term of the customer contract. Incentives granted are recognized as an
integral part of the total income, over the term of the customer contract. Customers are usually invoiced quarterly in advance and income is recognized on a straight-line basis over the quarter. Initial setup fees payable at the beginning of
customer contracts are deferred at inception and recognized in the income statement on a straight-line basis over the initial term of the customer contract. Power revenue is recognized based on customers usage.
Other services revenue, including managed services, connectivity and customer installation services including equipment sales are recognized
when the services are rendered. Certain installation services and equipment sales, which by their nature have a
non-recurring
character, are presented as
Non-recurring
revenues and are recognized on delivery of service.
Deferred revenues relating to invoicing in advance and initial setup fees are carried
on the statement of financial position as part of trade payables and other liabilities. Deferred revenues due to be recognized after more than one year are held in
non-current
liabilities.
Cost of sales
Cost of sales consists
mainly of rental costs for the data centers and offices, power costs, maintenance costs relating to the data center equipment, operation and support personnel costs and costs related to installations and other customer requirements. In general,
maintenance and repairs are expensed as incurred. In cases where maintenance contracts are in place, the costs are recorded on a straight-line basis over the contractual period.
Sales and marketing costs
The operating
expenses related to sales and marketing consist of costs for personnel (including sales commissions), marketing and other costs directly related to the sales process. Costs of advertising and promotion are expensed as incurred.
General and administrative costs
General
and administrative costs are expensed as incurred and include amortization and depreciation expenses.
Employee benefits
Defined contribution pension plans
A
defined contribution pension plan is a post-employment plan under which an entity pays fixed contributions into a separate entity and has no legal or constructive obligation to pay further amounts. Obligations for contributions to defined
contribution plans are recognized as an employee benefit expense in the income statement in the periods during which the related services are rendered by employees. Prepaid contributions are recognized as an asset to the extent that a cash refund or
a reduction in future payments is available. Contributions to a defined contribution plan, which are due more than 12 months after the end of the period in which the employees render the service, are discounted to their present value.
Termination benefits
Termination
benefits are recognized as an expense when the Group is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination
benefits as a result of an offer made to encourage voluntary redundancy. Termination benefits for voluntary redundancy are recognized as an expense if the Group has made an offer of voluntary redundancy, it is probable that the offer will be
accepted, and the number of acceptances can be estimated reliably. If benefits are payable more than 12 months after the reporting date, they are discounted to their present value.
F-18
Share-based payments
The long-term incentive plans enable Group employees to earn and/or acquire shares of the Group. The fair value at the grant date to employees
of share options, as determined using the Black Scholes model for options and the Monte Carlo model for the performance shares, is recognized as an employee expense, with a corresponding increase in equity, over the period that the employees become
unconditionally entitled to the options and/or shares. Restricted shares are valued based on the market value at grant date. The amount recognized as an expense is adjusted to reflect the actual number of share options, restricted and performance
shares that vest.
Finance income and expense
Finance expense includes interest payable on borrowings calculated using the effective interest rate method, gains on financial assets
recognized at fair value through profit and loss and foreign exchange gains and losses. Borrowing costs directly attributable to the acquisition or construction of data center assets, which are assets that necessarily take a substantial period of
time to get ready for their intended use, are added to the costs of those assets, until such time as the assets are ready for their intended use.
Interest income is recognized in the income statement as it accrues, using the effective interest method. The interest expense component of
finance lease payments is recognized in the income statement using the effective interest rate method.
Foreign currency gains and losses
are reported on a net basis, as either finance income or expenses, depending on whether the foreign currency movements are in a net gain or a net loss position.
Income tax
Income tax on the profit or
loss for the year comprises current and deferred tax. Income tax is recognized in the income statement except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the balance
sheet date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognized in respect of temporary
differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of assets or liabilities
that affect neither accounting nor taxable profit, nor differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected
manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date that are expected to be applied to temporary differences when they reverse or loss carry
forwards when they are utilized.
A deferred tax asset is also recognized for unused tax losses and tax credits. A deferred tax asset is
recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be
realized.
Additional income taxes that arise from the distribution of dividends are recognized at the same time as the liability to pay
the related dividend.
In determining the amount of current and deferred tax, the Company takes into account the impact of uncertain tax
positions and whether additional taxes, penalties and interest may be due. The Company believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law
and prior experience. This assessment relies on estimates and assumptions and may involve a series of judgments about future events. New information may become available that causes the Company to change its judgment regarding the adequacy of
existing tax liabilities; such changes to tax liabilities will have an impact on tax expense in the period that such a determination is made.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they
relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis of their tax assets and liabilities will be realized
simultaneously.
F-19
Earnings per share
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or
loss attributable to ordinary and preference shareholders of the Company by the weighted average number of ordinary shares outstanding during the year. Diluted EPS is determined by adjusting the basic earnings per share for the effects of all
dilutive potential ordinary shares, which comprise the share options granted.
New standards and interpretations not yet adopted
The new standards, amendments to standards and interpretations listed below are available for early adoption in the annual period beginning
January 1, 2017, although they are not mandatory until a later period. The Group has decided not to adopt these new standards or interpretations until a later point in time.
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Effective date
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New standard or amendments
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Deferred indefinitely
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Amendments to IFRS 10 and IAS 28: Sale or contribution of assets between an investor and its associate or joint venture
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January 1, 2018
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IFRS 15
Revenue from Contracts with Customers
;
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January 1, 2018
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IFRS 9
Financial Instruments
;
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January 1, 2018
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|
Amendments to IFRS 2: Classification and measurement of share-based payment transactions;
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January 1, 2019
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IFRS 16 Leases.
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IFRS 9 Financial Instruments
IFRS 9 contains a new classification and measurement approach for financial assets that reflects the business model in which assets are managed and their cash
flow characteristics. IFRS 9 contains three principal classification categories for financial assets: measured at amortized cost, at fair value through other comprehensive income (FVOCI) and at fair value through profit and loss
(FVTPL). The standard eliminates the existing IAS 39 categories of held to maturity, loans and receivables and available for sale.
Under IFRS
9, derivatives embedded in contracts where the host is a financial asset in the scope of the standard are never bifurcated. Instead, the hybrid financial instrument as a whole is assessed for classification.
Based on its assessment, the Company does not believe that the new classification requirements will have a material impact on its accounting for financial
instruments.
When implementing IFRS 9, the Company will take advantage of the exemption allowing it not to restate comparative information for prior
periods with respect to classification and measurement.
IFRS 15 Revenue from Contracts with Customers
In 2014, the IASB issued IFRS 15 Revenue from Contracts with Customers. This standard specifies how and when revenue is recognized, and includes enhanced
disclosure requirements.
IFRS 15 replaces existing revenue recognition standards IAS 11 Construction Contracts and IAS 18 Revenue, and certain
revenue-related interpretations. The Group will implement IFRS 15 using the modified retrospective method.
The new standard provides a single, principles
based five-step model to be applied to all contracts with customers. The core principle of IFRS 15 is that an entity recognizes revenue related to the transfer of promised goods or services when control of the goods or services passes to the
customer. The amount of revenue recognized should reflect the consideration to which the entity expects to be entitled in exchange for those goods or services.
We have completed our assessment of the impact of the adoption of IFRS 15 and concluded that the new standard will have no significant financial impact. This
is due to the fact that we concluded that the services provided to our customers do meet the requirements to apply the series guidance under IFRS 15. Under the new standard, a series of distinct goods or services will be accounted for as a single
performance obligation if they are substantially the same, have the same pattern of transfer and both of the following criteria are met:
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(i)
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each distinct good or service in the series represents a performance obligation that would be satisfied over time; and
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(ii)
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the entity would measure its progress towards satisfaction of the performance obligation using the same measure of progress for each distinct good or service in the series.
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F-20
The principles in the new revenue standard are therefore applied to the single performance obligation as the
series criteria are met, rather than the individual services that make up the single performance obligation. As a result, revenue is allocated to the relative standalone selling price of the series as one performance obligation, rather than to each
distinct service within it.
We have determined that the measure of progress for the single performance obligation that best depicts the transfer of the
services is the
one-month
(time) increment. By applying the series guidance on such basis Interxion revenues will be recognized on a monthly basis in line with the satisfaction of the monthly increment of
service which is in line with current accounting for these revenues.
IFRS 16 - Leases
In January 2016, the International Accounting Standards Board (IASB) issued IFRS 16
Leases
, the new accounting standard for leases. The
new standard is effective for annual periods beginning on or after 1 January 2019 and will replace IAS 17
Leases
and IFRIC 4
Determining whether an Arrangement contains a Lease
. IFRS 16 has been endorsed by the EU in October 2017.
The new standard requires lessees to apply a single,
on-balance
sheet accounting model to all its
leases, unless a lessee elects the recognition exemptions for short-term leases and/or leases of
low-value
assets. A lessee must recognize a
right-of-use
asset representing its right to use the underlying asset and a lease obligation representing its obligation to make lease payments. The standard permits a
lessee to elect either a
full retrospective
or a
modified retrospective
transition approach.
The Company is investigating
whether certain elements of its contracts with customers will be subject to lessor accounting under the requirements of IFRS 16. Generally, the impact on the income statement is that operating lease expenses will no longer be recognized. The impact
of lease contracts on the consolidated income, which is currently part of the operating expenses, will be included in amortization (related to the right of use asset) and interest (related to the lease liability). As a result, key metrics such as
operating profit and Adjusted EBITDA are likely to change significantly. Compared to current lease accounting, total expenses will be higher in the earlier years of a lease and lower in the later years. The impact on the consolidated statement of
cash flows will be visible in higher Net cash flows from operating activities, since cash payments allocated to the repayment of the lease liability will be included in Net cash flow from financing activities.
We are in the process of assessing the impact of IFRS 16 on the consolidated financial statements. We are not yet in the position to conclude
on this. However, based on the work we have done so far, based on current lease commitments of EUR 361 million (see note 24), this standard is likely to have a material impact on the measurement of assets and liabilities and on classifications
in the Consolidated income statement and Consolidated statement of cash flows.
These new principles will be applied by Interxion from the
annual reporting period starting on 1 January 2019. The Group has elected to apply the recognition exemptions that are allowed under the modified retrospective transition method.
We expect to be in a position to give more detail and an indication of potential impact during 2018.
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Financial risk management
|
Overview
The Group has exposure to the following risks from its use of financial instruments:
This note presents information about the Groups exposure to each of
the above risks, the Groups goals, policies and processes for measuring and managing risk, and its management of capital. Further quantitative disclosures are included throughout these consolidated financial statements.
The Board of Directors has overall responsibility for the oversight of the Groups risk management framework.
The Group continues developing and evaluating the Groups risk management policies with a view to identifying and analyzing
F-21
the risks faced, to setting appropriate risk limits and controls, and to monitoring risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes
in market conditions and the Groups activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and
obligations.
The Board of Directors oversees the way management monitors compliance with the Groups risk management policies and
procedures and reviews the adequacy of the risk management framework in relation to the risks the Group faces.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer, bank or other counterparty to a financial instrument were to fail to meet
its contractual obligations. It principally arises from the Groups receivables from customers. The Groups most significant customer, which is serviced from multiple locations and under a number of service contracts, accounted for 14% of
revenues in 2017, for 13% of revenues in 2016, and for 11% in 2015.
Trade and other receivables
The Groups exposure to credit risk is mainly influenced by the individual characteristics of each customer. The makeup of the
Groups customer base, including the default risk of the industry and the country in which customers operate, has less of an influence on credit risk.
The Group has an established credit policy under which each new customer is analyzed individually for creditworthiness before it begins to
trade with the Group. If customers are independently rated, these ratings are used. If there is no independent rating, the credit quality of the customer is analyzed taking its financial position, past experience and other factors into account.
The Groups standard terms require invoices for contracted services to be settled before the services are delivered. In addition to the
standard terms, the Group provides
service-fee
holidays on long-term customer contracts, for which an accrued revenue balance is accounted. In the event that a customer fails to pay amounts that are due, the
Group has a clearly defined escalation policy that can result in a customers access to their equipment being denied or in service to the customer being suspended.
In 2017, 95% (2016: 95% and 2015: 94%) of the Groups revenue was derived from contracts under which customers paid an agreed contracted
amount, including power on a regular basis (usually monthly or quarterly) or from deferred initial setup fees paid at the outset of the customer contract.
As a result of the Groups credit policy and the contracted nature of the revenues, losses have been infrequent (see Note 21). The Group
establishes an allowance that represents its estimate of potential incurred losses in respect of trade and other receivables. This allowance is entirely composed of a specific loss component relating to individually significant exposures.
Loans given
The Group has given a USD
4.5 million convertible loan to Icolo Ltd, a
start-up
company that has set up a data center business in Kenya. Of this loan, USD 4.0 million was disbursed as at December 31, 2017.
Bank counterparties
The Group has
certain obligations under the terms of its Revolving Facility Agreements and Senior Secured Notes which limit disposal of surplus cash balances. The Group monitors its cash position, including counterparty and term risk, on a daily basis.
Guarantees
Certain of our subsidiaries
have granted guarantees to our lending banks in relation to our facilities. The Company grants rent guarantees to landlords of certain of the Groups property leases (see Note 25).
F-22
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Groups approach to
managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to its reputation
or jeopardizing its future.
The majority of the Groups revenues and operating costs are contracted, which assists it in monitoring
cash flow requirements, which it does on a daily and weekly basis. Typically, the Group ensures that it has sufficient cash on demand to meet expected normal operational expenses, including the servicing of financial obligations, for a period of 60
days; this excludes the potential impact of extreme circumstances, such as natural disasters, that cannot reasonably be predicted.
All
significant capital expansion projects are subject to formal approval by the Board of Directors, and material expenditure or customer commitments are made only once the management is satisfied that the Group has adequate committed funding to cover
the anticipated expenditure (see Note 23).
Senior Secured Notes
On July 3, 2013, the Company issued an aggregate principal amount of 325.0 million 6.00% Senior Secured Notes due 2020 (the
Senior Secured Notes due 2020). The net proceeds of the offering were used to purchase all of the 260 million Senior Secured Notes due 2017, which were tendered in the offer for those notes and to redeem the
260 million Senior Secured Notes due 2017, which remained outstanding following the expiration and settlement of the tender offer and consent solicitation, to pay all related fees, expenses and premiums and for other general corporate
purposes.
The Senior Secured Notes due 2020 are governed by an indenture dated July 3, 2013, between the Company, as issuer, and The
Bank of New York Mellon, London Branch as Trustee. The indenture contains customary restrictive covenants including, but not limited to, limitations or restrictions on our ability to incur debt, grant liens, make restricted payments and sell assets.
The restrictive covenants are subject to customary exceptions and are governed by a consolidated fixed charge ratio (Adjusted EBITDA to Finance Charges) to exceed 2.00 and a consolidated senior leverage ratio (Total Net Debt to
Pro-forma
EBITDA) not to exceed 4.00. In addition, the aggregate of any outstanding debt senior to our Senior Secured Notes should not exceed 100.0 million.
The obligations under the Senior Secured Notes due 2020 are guaranteed by certain of the Companys subsidiaries.
On April 29, 2014, the Company completed the issuance of 150.0 million aggregate principal amounted of 6.00% Senior Secured
Notes due 2020 (the Additional Notes). The net proceeds of the offering amount to 157.9 million, net of offering fees and expenses of 2.3 million. The net proceeds reflect the issuance of the Additional Notes at a
premium at 106.75 and net of offering fees and expenses. The Additional Notes, which are guaranteed by certain subsidiaries of the Company, were issued under the indenture pursuant to which, on July 3, 2013, the Company issued
325.0 million in aggregate principal amount of 6.00% Senior Secured Notes due 2020.
On April 14, 2016, the Company
completed the issuance of an additional 150.0 million aggregate principal amount of its 6.00% Senior Secured Notes due 2020 (together with the notes issued on April 29, 2014, the Additional Notes). The net proceeds of the
offering amounted to 155.3 million, net of offering fees and expenses of 2.1 million. The net proceeds include the nominal value of the Additional Notes increased with a premium at 104.50. The Additional Notes, which are
guaranteed by certain subsidiaries of the Company, were issued under the indenture dated July 3, 2013, pursuant to which the Company has previously issued 475.0 million in aggregate principal amount of 6.00% Senior Secured Notes due
2020.
Revolving Facility Agreements
2013 Super
Senior Revolving Facility Agreement
On June 17, 2013, the Company entered into the Super Senior Revolving Facility Agreement.
On July 3, 2013, in connection with the issuance of the 325.0 million Senior Secured Notes due 2020, all conditions
precedent to the utilization of the 2013 Super Senior Revolving Facility Agreement were satisfied. On July 31, 2017, the Company extended the maturity of the 2013 Super Senior Revolving Facility from July 3, 2018 to December 31, 2018.
F-23
As at December 31, 2017, the 2013 Super Senior Revolving Facility was undrawn.
2017 Senior Secured Revolving Facility Agreement
On March 9, 2017, the Company entered into the 2017 Senior Secured Revolving Facility Agreement.
The Senior Secured Revolving Facility had an initial maturity date of 12 months from the date of the Senior Secured Revolving Facility with
the Company having the option to extend the maturity date by a further
six-month
period in accordance with the terms therein. The 2017 Senior Secured Revolving Facility initially bears interest at a rate per
annum equal to EURIBOR (subject to a zero percent floor) plus a margin of 2.25% per annum, subject to a margin ratchet, pursuant to which the margin may be increased to a maximum of 3.25% per annum if the 2017 Senior Secured Revolving Facility is
extended up to an additional six months after its initial maturity date.
On July 28, 2017, the Company amended the terms of the 2017
Senior Secured Revolving Facility to increase the amount available under the facility to 100.0 million and to add a second extension option to enable extension of the maturity of the 2017 Senior Secured Revolving Facility to
December 31, 2018. The Company elected, as of March 1, 2018, to extend the maturity of the 2017 Senior Secured Revolving Facility to September 9, 2018.
As at December 31, 2017, the 2017 Senior Secured Revolving Facility was fully drawn.
Covenants regarding Revolving Facility Agreements
The Revolving Facility Agreements also require the Company to maintain a specified financial ratio. The restrictive covenants are subject to
customary exceptions including, in relation to the incurrence of subordinated debt, a consolidated fixed charge ratio (calculated as a ratio of Adjusted EBITDA to consolidated interest expense), to exceed 2.00 to 1.00 on a pro forma basis for the
four full fiscal quarters (taken as one period) for which financial statements are available immediately preceding the incurrence of such debt and, if such debt is senior debt, a consolidated senior leverage ratio (calculated as a ratio of
outstanding senior debt net of cash and cash equivalents of the Company and its restricted subsidiaries (on a consolidated basis) to pro forma Adjusted EBITDA), to be less than 4.00 to 1.00 on a pro forma basis for the four full fiscal quarters
(taken as one period) for which financial statements are available immediately preceding the incurrence of such debt.
The Revolving
Facility Agreements also include a leverage ratio financial covenant (tested on a quarterly basis) that requires total net debt (calculated as a ratio to pro forma EBITDA) not to exceed a leverage ratio of 4.75 to 1.00 and stepping down to 4.00 to
1.00 for each applicable test date after (but not including) June 30, 2018. In addition, the Company must ensure, under the Revolving Facility Agreements, that the guarantors represent a certain percentage of Adjusted EBITDA, and a certain
percentage of the consolidated net assets of the Group as a whole. Our ability to meet these covenants may be affected by events beyond our control and, as a result, we cannot assure you that we will be able to meet the covenants. In the event of a
default under the Revolving Facility Agreements, the lenders could terminate their commitments and declare all amounts owed to them to be due and payable. Borrowings under other debt instruments that contain cross acceleration or cross default
provisions, including the Senior Secured Notes, may as a result also be accelerated and become due and payable.
The breach of any of
these covenants by the Company or the failure by the Company to maintain its leverage ratio could result in a default under the Revolving Facility Agreements. As of December 31, 2017, the Companys consolidated fixed charge ratio stood at
4.92 and the net debt ratio/consolidated senior leverage ratio stood at 3.60.
On February 20, 2018, the Company received the
requisite consents from lenders under its 2013 Super Senior Revolving Facility to waive, from the date of such consent becoming effective and up to, and including, May 1, 2018, the undertaking requiring certain material subsidiaries of the
Company to accede to the 2013 Super Senior Revolving Facility Agreement as additional guarantors and, for the same period, to reduce the guarantor coverage threshold as a percentage of the groups consolidated adjusted EBITDA (as more fully set
out in the 2013 Super Senior Revolving Facility Agreement) from 85% to 80%. On April 19, 2018, the Company received the requisite consents from lenders under its 2013 Super Senior Revolving Facility Agreement to extend the foregoing waivers, up
to, and including, July 31, 2018
On February 19, 2018 the Company also received the requisite consents from lenders under its
2017 Senior Secured Revolving Facility Agreement to extend the date by which certain subsidiaries of the Company are required to accede to the 2017 Senior Secured Revolving Facility Agreement as guarantors to April 30, 2018. On April 20,
2018, the Company received the requisite consents from lenders under its 2017 Senior Secured Revolving Facility Agreement to extend the foregoing waivers, up to, and including, July 31, 2018.
F-24
The Company also received, on March 1, 2018, the requisite consents from lenders under its
2017 Senior Secured Revolving Facility Agreement in relation to entering into the 2018 Subordinated Revolving Facility Agreement.
Interxion remained in full compliance with all its covenants. In addition, the Company does not anticipate, in the next twelve months, any
breach or failure that would negatively impact its ability to borrow funds under the Revolving Facility Agreements.
Mortgages
On January 18, 2013, the Group completed two mortgage financings totaling 10.0 million. The loans are secured by mortgages on
the PAR3 land, owned by Interxion Real Estate II Sarl, and the PAR5 land, owned by Interxion Real Estate III Sarl, and by pledges on the lease agreements, and are guaranteed by Interxion France SAS. The principal amounts on the two loans are to be
repaid in quarterly installments in an aggregate amount of 167,000, commencing on April 18, 2013. The mortgages have a maturity of 15 years and have a variable interest rate based on EURIBOR plus an individual margin ranging from 240 to
280 basis points. The interest rates have been fixed through an interest rate swap for 75% of the principal outstanding amount for a period of ten years. No financial covenants apply to this loan next to the repayment schedule.
On June 26, 2013, the Group completed a 6.0 million mortgage financing. The loan is secured by a mortgage on the AMS3
property, owned by Interxion Real Estate V B.V., and a pledge on the lease agreement. The principal is to be repaid in annual instalments of 400,000 commencing May 1, 2014 and a final repayment of 4,400,000 due on May 1, 2018.
The mortgage has a variable interest rate based on EURIBOR plus 275 basis points. The loan contains a minimum of 1.1 debt service capacity covenant ratio based on the operations of Interxion Real Estate V B.V.
On April 1, 2014, the Group completed a 9.2 million mortgage financing. The facility is secured by a mortgage on the data
center property in Zaventem (Belgium), which was acquired by Interxion Real Estate IX N.V. on January 9, 2014, and a pledge on the lease agreement, and is guaranteed by Interxion Real Estate Holding B.V. The facility has a maturity of 15 years
and has a variable interest rate based on EURIBOR plus 200 basis points. The principal amount is to be repaid in 59 quarterly instalments of 153,330 of which the first quarterly instalment was paid on July 31, 2014, and a final repayment
of 153,330, which is due on April 30, 2029. No financial covenants apply to this loan next to the repayment schedule.
On
October 13, 2015, the Group completed a 15.0 million mortgage financing. The facility is secured by a mortgage on the German real estate property owned by Interxion Real Estate I B.V. and a pledge on the lease agreement. The facility
has a maturity of five years and has a variable interest rate based on EURIBOR plus 225 basis points. The principal amount is to be repaid in four annual instalments of 1,000,000 of which the first annual instalment was paid on
September 30, 2016. The final repayment of 11,000,000 is due on September 30, 2020. No financial covenants apply to this loan in addition to the repayment schedule.
On April 8, 2016, the Group completed a 14.6 million financing. The facility is secured by a mortgage on the data center
property in Vienna (Austria), acquired by Interxion Real Estate VII GmbH in January 2015, and a pledge on the lease agreement, and is guaranteed by Interxion Real Estate Holding B.V. The facility has a maturity of 14 years and nine months, and has a
variable interest rate based on EURIBOR plus 195 basis points. The principal amount is due to be repaid in 177 monthly instalments, increasing from 76,000 to 91,750. The first monthly instalment of 76,000 was paid on April 30,
2016, and a final repayment of 91,750 is due on December 31, 2030.
On December 1, 2017, we renewed a
10.0 million mortgage financing entered into in 2012, which was secured by mortgages on the AMS6 property, owned by Interxion Real Estate IV B.V. The principal is to be repaid in annual instalments of 667,000 commencing December,
2018, and a final repayment of 7,332,000 due on December 31, 2022. The mortgage has a variable interest rate based on higher of 0% and EURIBOR plus 225 basis points.
Further details are in the Borrowing section (see Note 20).
Market risk
Currency risk
The Group is exposed to currency risk on sales, purchases and borrowings that are denominated in a currency other than the respective
functional currencies of Group entities, primarily the euro, but also pounds sterling (GBP), Swiss francs (CHF), Danish kroner (DKK) and Swedish kronor (SEK). The currencies in which these transactions are primarily denominated are EUR, GBP, CHF,
DKK, SEK and USD.
F-25
Historically, the revenues and operating costs of each of the Groups entities have provided
an economic hedge against foreign currency exposure and have not required foreign currency hedging.
It is anticipated that a number of
capital expansion projects will be funded in a currency that is not the functional currency of the entity in which the associated expenditure will be incurred. In the event that this occurs and is material to the Group, the Group will seek to
implement an appropriate hedging strategy.
The majority of the Groups borrowings are euro denominated and the Company believes that
the interest on these borrowings will be serviced from the cash flows generated by the underlying operations of the Group, the functional currency of which is the euro. The Groups investments in subsidiaries are not hedged.
Interest rate risk
Following the issue
of 6.00% Senior Secured Notes due 2020, the Group is not exposed to significant variable interest rate expense for borrowings.
On
January 18, 2013, the Group completed two mortgage financings totaling 10.0 million. The loans are secured by mortgages, on the PAR3 land, owned by Interxion Real Estate II Sarl, and the PAR5 land, owned by Interxion Real Estate III
Sarl, and pledges on the lease agreements, and are guaranteed by Interxion France SAS. The mortgages have a maturity of 15 years and have a variable interest rate based on EURIBOR plus an individual margin ranging from 240 to 280 basis points. The
interest rates have been fixed through an interest rate swap for 75% of the principal outstanding amount for a period of ten years.
On
June 26, 2013, the Group completed a 6.0 million mortgage financing. The loan is secured by a mortgage on the AMS3 property, owned by Interxion Real Estate V B.V., and a pledge on the lease agreement. The mortgage loan has a variable
interest rate based on EURIBOR plus 275 basis points.
On April 1, 2014, the Group completed a 9.2 million mortgage
financing. The facility is secured by a mortgage on the data center property in Zaventem (Belgium), which was acquired by Interxion Real Estate IX N.V. on January 9, 2014, and a pledge on the lease agreement, and is guaranteed by Interxion Real
Estate Holding B.V. The mortgage loan has a variable interest rate based on EURIBOR plus 200 basis points.
On October 13, 2015, the
Group completed a 15.0 million mortgage financing. The facility is secured by a mortgage on the real estate property in Germany, which is owned by Interxion Real Estate I B.V., and a pledge on the lease agreement. The facility has a
maturity of five years and has a variable interest rate based on EURIBOR plus 225 basis points.
On April 8, 2016, the Group
completed a 14.6 million financing. The facility is secured by a mortgage on the data center property in Vienna (Austria), acquired by Interxion Real Estate VII GmbH in January 2015, and a pledge on the lease agreement, and is guaranteed
by Interxion Real Estate Holding B.V. The facility has a maturity of 14 years and nine months, and has a variable interest rate based on EURIBOR plus 195 basis points. The principal amount is due to be repaid in 177 monthly instalments, increasing
from 76,000 to 91,750. The first monthly instalment of 76,000 was paid on April 30, 2016, and a final repayment of 91,750 is due on December 31, 2030.
On December 1, 2017, we renewed our mortgage on the AMS6 data center property. The existing mortgage loan was repaid and replaced by a
new five-year 10.0 million mortgage, bearing a floating interest rate per annum equal to EURIBOR (subject to a zero percent floor) plus an individual margin of 225 basis points. Interest is due quarterly in arrears.
As at December 31, 2017, on the 2013 Super Senior Revolving Facility the interest payable on EUR amounts drawn would be at the rate of
(i) in relation to any EUR amount drawn, EURIBOR plus 350 basis points, (ii) in relation to any Danish Kroner amounts drawn would be at the rate of CIBOR plus 350 basis points per annum, (iii) in relation to any Swedish Krona amounts
drawn would be at the rate of STIBOR plus 350 basis points per annum and (iv) other applicable currencies, including GBP, amounts drawn at the rate of LIBOR plus 350 basis points per annum. The Super Senior Secured Revolving Facility was
undrawn as at December 31, 2017.
The 2017 Senior Secured Revolving Facility initially bears interest at a rate of EURIBOR (subject
to a zero percent floor) plus a margin of 2.25% per annum, subject to a margin ratchet, pursuant to which the margin may be increased to a maximum of 3.25% per annum if the 2017 Senior Secured Revolving Facility is extended up to an additional six
months after its initial maturity date. This facility was fully drawn as at December 31, 2017.
F-26
Further details are in the Financial Instruments section (see Note 21).
Other risks
Price risk
There is a risk that changes in market circumstances, such as strong unanticipated increases in operational costs, construction of new data
centers or churn in customer contracts, will negatively affect the Groups income. Customers individually have short-term contracts that require notice before termination. The objective of market risk management is to manage and control market
risk exposures within acceptable parameters, while optimizing the return.
The Group is a significant user of power and is exposed to
increases in power prices. It uses independent consultants to monitor price changes in electricity and seeks to negotiate fixed-price term agreements with the power supply companies, not more than for own use, where possible. The risk to the Group
is mitigated by the contracted ability to recover power price increases through adjustments in the pricing for power services.
Capital management
The Group has a capital base comprising its equity, including reserves, Senior Secured Notes, mortgage loans, finance leases and
committed debt facilities. It monitors its solvency ratio, financial leverage, funds from operations and net debt with reference to multiples of its previous 12 months Adjusted EBITDA levels. The Companys policy is to maintain a strong
capital base and access to capital in order to sustain the future development of the business and maintain shareholders, creditors and customers confidence.
The principal use of capital in the development of the business is through capital expansion projects for the deployment of further Equipped
space in new and existing data centers. Major capital expansion projects are not initiated unless the Company has access to adequate capital resources to complete the project, and the projects are evaluated against target internal rates of return
before approval. Capital expansion projects are continually monitored before and after completion.
There were no changes in the
Groups approach to capital management during the year.
Operating segments are to be 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.
There are two segments: the first,
The Big4
,
comprises France, Germany, The Netherlands and the United Kingdom
;
the second,
Rest of Europe
, comprises Austria, Belgium, Denmark, Ireland, Spain, Sweden and Switzerland. Shared expenses, such as corporate management, general and
administrative expenses, loans and borrowings, and related expenses, and income tax assets and liabilities, are stated in
Corporate and other
.
The evaluation of the performance of the operating segments is primarily based on the measures of revenue and Adjusted EBITDA. Other
information, except as noted below, provided to the Board of Directors is measured in a manner consistent with that in the financial statements.
The geographic information analyzes the Groups revenues and
non-current
assets by country of
domicile and other individually material countries. In presenting the geographic information, both revenue and assets excluding deferred tax assets and financial instruments are based on geographic location.
F-27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
Non-current
assets excluding
deferred tax assets and financial
instruments
|
|
|
|
(000)
|
|
|
(000)
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
France
|
|
|
86,180
|
|
|
|
68,816
|
|
|
|
62,007
|
|
|
|
261,558
|
|
|
|
223,917
|
|
|
|
189,926
|
|
Germany
|
|
|
106,069
|
|
|
|
84,449
|
|
|
|
68,568
|
|
|
|
374,893
|
|
|
|
281,935
|
|
|
|
231,309
|
|
The Netherlands
|
|
|
80,411
|
|
|
|
70,678
|
|
|
|
65,225
|
|
|
|
373,390
|
|
|
|
286,604
|
|
|
|
235,270
|
|
United Kingdom
|
|
|
45,977
|
|
|
|
45,831
|
|
|
|
51,114
|
|
|
|
87,955
|
|
|
|
81,156
|
|
|
|
96,747
|
|
Other countries
|
|
|
170,665
|
|
|
|
152,014
|
|
|
|
139,646
|
|
|
|
350,624
|
|
|
|
316,644
|
|
|
|
272,771
|
|
Total
|
|
|
489,302
|
|
|
|
421,788
|
|
|
|
386,560
|
|
|
|
1,448,420
|
|
|
|
1,190,256
|
|
|
|
1,026,023
|
|
Information by segment, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FR, DE, NL
and UK
|
|
|
Rest of
Europe
|
|
|
Subtotal
|
|
|
Corporate
and other
|
|
|
Total
|
|
|
|
(000)
|
|
Recurring revenue
|
|
|
302,346
|
|
|
|
160,170
|
|
|
|
462,516
|
|
|
|
|
|
|
|
462,516
|
|
Non-recurring
revenue
|
|
|
16,291
|
|
|
|
10,495
|
|
|
|
26,786
|
|
|
|
|
|
|
|
26,786
|
|
Total revenue
|
|
|
318,637
|
|
|
|
170,665
|
|
|
|
489,302
|
|
|
|
|
|
|
|
489,302
|
|
Cost of sales
|
|
|
(119,931
|
)
|
|
|
(57,810
|
)
|
|
|
(177,741
|
)
|
|
|
(12,730
|
)
|
|
|
(190,471
|
)
|
Gross profit/(loss)
|
|
|
198,706
|
|
|
|
112,855
|
|
|
|
311,561
|
|
|
|
(12,730
|
)
|
|
|
298,831
|
|
Other income
|
|
|
97
|
|
|
|
|
|
|
|
97
|
|
|
|
|
|
|
|
97
|
|
Sales and marketing costs
|
|
|
(9,780
|
)
|
|
|
(5,891
|
)
|
|
|
(15,671
|
)
|
|
|
(17,794
|
)
|
|
|
(33,465
|
)
|
General and administrative costs
|
|
|
(87,903
|
)
|
|
|
(37,045
|
)
|
|
|
(124,948
|
)
|
|
|
(42,242
|
)
|
|
|
(167,190
|
)
|
Operating income
|
|
|
101,120
|
|
|
|
69,919
|
|
|
|
171,039
|
|
|
|
(72,766
|
)
|
|
|
98,273
|
|
Net Finance expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(44,367
|
)
|
Profit before taxation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
53,906
|
|
Total assets
|
|
|
1,229,960
|
|
|
|
393,644
|
|
|
|
1,623,604
|
|
|
|
78,467
|
|
|
|
1,702,071
|
|
Total liabilities
|
|
|
267,751
|
|
|
|
77,505
|
|
|
|
345,256
|
|
|
|
760,087
|
|
|
|
1,105,343
|
|
Capital expenditures, including intangible assets*
|
|
|
(174,818
|
)
|
|
|
(69,832
|
)
|
|
|
(244,650
|
)
|
|
|
(11,365
|
)
|
|
|
(256,015
|
)
|
Depreciation, amortization and impairments
|
|
|
72,721
|
|
|
|
29,365
|
|
|
|
102,086
|
|
|
|
6,166
|
|
|
|
108,252
|
|
Adjusted EBITDA
(1)
|
|
|
174,818
|
|
|
|
99,665
|
|
|
|
274,483
|
|
|
|
(53,522
|
)
|
|
|
220,961
|
|
Information by segment, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FR, DE, NL
and UK
|
|
|
Rest of
Europe
|
|
|
Subtotal
|
|
|
Corporate
and other
(i)
|
|
|
Total
|
|
|
|
(000)
|
|
Recurring revenue
|
|
|
256,004
|
|
|
|
143,954
|
|
|
|
399,958
|
|
|
|
|
|
|
|
399,958
|
|
Non-recurring
revenue
|
|
|
13,770
|
|
|
|
8,060
|
|
|
|
21,830
|
|
|
|
|
|
|
|
21,830
|
|
Total revenue
|
|
|
269,774
|
|
|
|
152,014
|
|
|
|
421,788
|
|
|
|
|
|
|
|
421,788
|
|
Cost of sales
|
|
|
(100,921
|
)
|
|
|
(51,769
|
)
|
|
|
(152,690
|
)
|
|
|
(9,878
|
)
|
|
|
(162,568
|
)
|
Gross profit/(loss)
|
|
|
168,853
|
|
|
|
100,245
|
|
|
|
269,098
|
|
|
|
(9,878
|
)
|
|
|
259,220
|
|
Other income
|
|
|
333
|
|
|
|
|
|
|
|
333
|
|
|
|
|
|
|
|
333
|
|
Sales and marketing costs
|
|
|
(8,390
|
)
|
|
|
(5,209
|
)
|
|
|
(13,599
|
)
|
|
|
(16,342
|
)
|
|
|
(29,941
|
)
|
General and administrative costs
|
|
|
(73,238
|
)
|
|
|
(32,632
|
)
|
|
|
(105,870
|
)
|
|
|
(32,687
|
)
|
|
|
(138,557
|
)
|
Operating income
|
|
|
87,558
|
|
|
|
62,404
|
|
|
|
149,962
|
|
|
|
(58,907
|
)
|
|
|
91,055
|
|
Net Finance expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(36,269
|
)
|
Profit before taxation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,786
|
|
Total assets
|
|
|
990,406
|
|
|
|
363,444
|
|
|
|
1,353,850
|
|
|
|
128,815
|
|
|
|
1,482,665
|
|
F-28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FR, DE, NL
and UK
|
|
|
Rest of
Europe
|
|
|
Subtotal
|
|
|
Corporate
and other
(i)
|
|
|
Total
|
|
|
|
(000)
|
|
Total liabilities
|
|
|
202,330
|
|
|
|
73,613
|
|
|
|
275,943
|
|
|
|
657,953
|
|
|
|
933,896
|
|
Capital expenditures, including intangible assets*
|
|
|
(170,707
|
)
|
|
|
(69,650
|
)
|
|
|
(240,357
|
)
|
|
|
(10,521
|
)
|
|
|
(250,878
|
)
|
Depreciation, amortization and impairments
|
|
|
60,128
|
|
|
|
25,371
|
|
|
|
85,499
|
|
|
|
4,336
|
|
|
|
89,835
|
|
Adjusted EBITDA
(1)
|
|
|
148,191
|
|
|
|
88,195
|
|
|
|
236,386
|
|
|
|
(45,510
|
)
|
|
|
190,876
|
|
Information by segment, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FR, DE, NL
and UK
|
|
|
Rest of
Europe
|
|
|
Subtotal
|
|
|
Corporate
and other
(i)
|
|
|
Total
|
|
|
|
(000)
|
|
Recurring revenue
|
|
|
232,624
|
|
|
|
132,551
|
|
|
|
365,175
|
|
|
|
|
|
|
|
365,175
|
|
Non-recurring
revenue
|
|
|
14,290
|
|
|
|
7,095
|
|
|
|
21,385
|
|
|
|
|
|
|
|
21,385
|
|
Total revenue
|
|
|
246,914
|
|
|
|
139,646
|
|
|
|
386,560
|
|
|
|
|
|
|
|
386,560
|
|
Cost of sales
|
|
|
(93,311
|
)
|
|
|
(49,440
|
)
|
|
|
(142,751
|
)
|
|
|
(8,862
|
)
|
|
|
(151,613
|
)
|
Gross profit/(loss)
|
|
|
153,603
|
|
|
|
90,206
|
|
|
|
243,809
|
|
|
|
(8,862
|
)
|
|
|
234,947
|
|
Other income
|
|
|
365
|
|
|
|
|
|
|
|
365
|
|
|
|
20,923
|
|
|
|
21,288
|
|
Sales and marketing costs
|
|
|
(7,925
|
)
|
|
|
(5,145
|
)
|
|
|
(13,070
|
)
|
|
|
(15,147
|
)
|
|
|
(28,217
|
)
|
General and administrative costs
|
|
|
(62,828
|
)
|
|
|
(30,687
|
)
|
|
|
(93,515
|
)
|
|
|
(40,876
|
)
|
|
|
(134,391
|
)
|
Operating income
|
|
|
83,215
|
|
|
|
54,374
|
|
|
|
137,589
|
|
|
|
(43,962
|
)
|
|
|
93,627
|
|
Net Finance expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(29,022
|
)
|
Profit before taxation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64,605
|
|
Total assets
|
|
|
878,568
|
|
|
|
309,218
|
|
|
|
1,187,786
|
|
|
|
64,278
|
|
|
|
1,252,064
|
|
Total liabilities
|
|
|
196,996
|
|
|
|
54,396
|
|
|
|
251,392
|
|
|
|
493,255
|
|
|
|
744,647
|
|
Capital expenditures, including intangible assets*
|
|
|
(131,812
|
)
|
|
|
(55,004
|
)
|
|
|
(186,816
|
)
|
|
|
(5,820
|
)
|
|
|
(192,636
|
)
|
Depreciation, amortization and impairments
|
|
|
50,317
|
|
|
|
23,688
|
|
|
|
74,005
|
|
|
|
4,224
|
|
|
|
78,229
|
|
Adjusted EBITDA
(1)
|
|
|
134,328
|
|
|
|
78,868
|
|
|
|
213,196
|
|
|
|
(41,920
|
)
|
|
|
171,276
|
|
Note: *
Capital expenditure, 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.
(i)
|
Comparative figures for the years ended December 31, 2016 and 2015 were restated. For further information on the errors, see Notes 2 and 29 of these 2017 consolidated financial statements.
|
Reconciliation to Adjusted EBITDA
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
(i)
|
|
|
2015
(i)
|
|
|
|
(000)
|
|
Net income
|
|
|
39,067
|
|
|
|
38,336
|
|
|
|
46,680
|
|
Income tax expense
|
|
|
14,839
|
|
|
|
16,450
|
|
|
|
17,925
|
|
Profit before taxation
|
|
|
53,906
|
|
|
|
54,786
|
|
|
|
64,605
|
|
Finance income
|
|
|
(1,411
|
)
|
|
|
(1,206
|
)
|
|
|
(5,742
|
)
|
Finance expense
|
|
|
45,778
|
|
|
|
37,475
|
|
|
|
34,764
|
|
Operating income
|
|
|
98,273
|
|
|
|
91,055
|
|
|
|
93,627
|
|
Depreciation, amortization and impairments
|
|
|
108,252
|
|
|
|
89,835
|
|
|
|
78,229
|
|
F-29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
(i)
|
|
|
2015
(i)
|
|
|
|
(000)
|
|
Share-based payments
|
|
|
9,929
|
|
|
|
7,890
|
|
|
|
9,047
|
|
Increase/(decrease) in provision for onerous lease contracts
(4)
|
|
|
|
|
|
|
|
|
|
|
(184
|
)
|
M&A transaction break fee
income
(2)
|
|
|
|
|
|
|
|
|
|
|
(20,923
|
)
|
M&A transaction costs
(3)
|
|
|
4,604
|
|
|
|
2,429
|
|
|
|
11,845
|
|
Income from
sub-leases
on unused data center sites
(5)
|
|
|
(97
|
)
|
|
|
(95
|
)
|
|
|
(365
|
)
|
Increase/(decrease) in provision for site
restoration
(6)
|
|
|
|
|
|
|
(238
|
)
|
|
|
|
|
Adjusted EBITDA
(1)
|
|
|
220,961
|
|
|
|
190,876
|
|
|
|
171,276
|
|
France, Germany, The Netherlands and the United Kingdom
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
(000)
|
|
Operating income
|
|
|
101,120
|
|
|
|
87,558
|
|
|
|
83,215
|
|
Depreciation, amortization and impairments
|
|
|
72,721
|
|
|
|
60,128
|
|
|
|
50,317
|
|
Share-based payments
|
|
|
1,074
|
|
|
|
838
|
|
|
|
1,345
|
|
Increase/(decrease) in provision for onerous lease contracts
(4)
|
|
|
|
|
|
|
|
|
|
|
(184
|
)
|
Income from
sub-leases
on unused data center sites
(5)
|
|
|
(97
|
)
|
|
|
(95
|
)
|
|
|
(365
|
)
|
Increase/(decrease) in provision for site
restoration
(6)
|
|
|
|
|
|
|
(238
|
)
|
|
|
|
|
Adjusted EBITDA
(1)
|
|
|
174,818
|
|
|
|
148,191
|
|
|
|
134,328
|
|
Rest of Europe
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
(000)
|
|
Operating income
|
|
|
69,919
|
|
|
|
62,404
|
|
|
|
54,374
|
|
Depreciation, amortization and impairments
|
|
|
29,365
|
|
|
|
25,371
|
|
|
|
23,688
|
|
Share-based payments
|
|
|
381
|
|
|
|
420
|
|
|
|
806
|
|
Adjusted EBITDA
(1)
|
|
|
99,665
|
|
|
|
88,195
|
|
|
|
78,868
|
|
Corporate and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
(i)
|
|
|
2015
(i)
|
|
|
|
(000)
|
|
Operating income
|
|
|
(72,766
|
)
|
|
|
(58,907
|
)
|
|
|
(43,962
|
)
|
Depreciation, amortization and impairments
|
|
|
6,166
|
|
|
|
4,336
|
|
|
|
4,224
|
|
Share-based payments
|
|
|
8,474
|
|
|
|
6,632
|
|
|
|
6,896
|
|
M&A transaction break fee
income
(2)
|
|
|
|
|
|
|
|
|
|
|
(20,923
|
)
|
M&A transaction costs
(3)
|
|
|
4,604
|
|
|
|
2,429
|
|
|
|
11,845
|
|
Adjusted EBITDA
(1)
|
|
|
(53,522
|
)
|
|
|
(45,510
|
)
|
|
|
(41,920
|
)
|
Notes:
1)
|
Adjusted EBITDA is a
non-IFRS
financial measure within the meaning of the rules of the SEC. See
Non-IFRS
Financial
Measures for more information on this measure, including why we believe that this supplemental measure is useful, and the limitations on the use of this supplemental measure.
|
2)
|
M&A transaction break fee income represents the cash break up fee received following the termination of the Implementation Agreement in May 2015. This fee was included in Other income.
|
F-30
3)
|
M&A transaction costs are costs associated with the evaluation, diligence and conclusion or termination of merger or acquisition activity. These costs are included in General and administrative
costs.
|
4)
|
Increase/(decrease) in provision for onerous lease contracts relates to those contracts in which we expect losses to be incurred in respect of unused data center sites over the term of the lease contract.
This item is treated as General and administrative costs.
|
5)
|
Income from
sub-leases
of unused data center sites represents the income on
sub-lease
of portions of unused data center sites
to third parties. This income is treated as Other income.
|
6)
|
Increase/(decrease) in provision for site restoration represents income or expense related to the termination of data center sites. This item is treated as Other income.
|
(i)
|
Comparative figures for the years ended December 31, 2016 and 2015 were restated. For further information on the errors, see Notes 2 and 29 of these 2017 consolidated financial statements.
|
Revenue consists of colocation revenue derived from the rendering of data
center services, which includes customer installation services and equipment sales.
7
|
General and administrative costs
|
The general and administrative costs consist of the
following components:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
(i)
|
|
|
2015
(i)
|
|
|
|
(000)
|
|
Depreciation, amortization and impairments
|
|
|
108,252
|
|
|
|
89,835
|
|
|
|
78,229
|
|
Share-based payments
|
|
|
9,929
|
|
|
|
7,890
|
|
|
|
9,047
|
|
(Increase)/decrease in provision for onerous lease contracts
|
|
|
|
|
|
|
|
|
|
|
(184
|
)
|
M&A transaction costs
|
|
|
4,604
|
|
|
|
2,429
|
|
|
|
11,845
|
|
Employee benefit expenses (excluding share-based payments)
|
|
|
16,918
|
|
|
|
16,279
|
|
|
|
16,395
|
|
Other general and administrative costs
|
|
|
27,487
|
|
|
|
22,124
|
|
|
|
19,059
|
|
|
|
|
167,190
|
|
|
|
138,557
|
|
|
|
134,391
|
|
(i)
|
Comparative figures for the years ended December 31, 2016 and 2015 were restated. For further information on the errors, see Notes 2 and 29 of these 2017 consolidated financial statements.
|
8
|
Employee benefit expenses
|
The Group employed an average of 638 employees (full-time
equivalents) during 2017 (2016: 574 and 2015: 515). Costs incurred in respect of these employees were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
(i)
|
|
|
2015
(i)
|
|
|
|
(000)
|
|
Salaries and bonuses
|
|
|
50,580
|
|
|
|
44,556
|
|
|
|
42,333
|
|
Social security charges
|
|
|
8,147
|
|
|
|
7,113
|
|
|
|
6,780
|
|
Contributions to defined contribution pension plans
|
|
|
3,063
|
|
|
|
2,571
|
|
|
|
2,273
|
|
Other personnel-related costs
|
|
|
8,572
|
|
|
|
7,844
|
|
|
|
7,518
|
|
Share-based payments
|
|
|
9,929
|
|
|
|
7,890
|
|
|
|
9,047
|
|
|
|
|
80,291
|
|
|
|
69,974
|
|
|
|
67,951
|
|
F-31
The following income statement line items include employee benefit expenses
of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
(i)
|
|
|
2015
(i)
|
|
|
|
(000)
|
|
Costs of sales
|
|
|
31,877
|
|
|
|
26,539
|
|
|
|
24,930
|
|
Sales and marketing costs
|
|
|
21,567
|
|
|
|
19,274
|
|
|
|
17,580
|
|
General and administrative costs
|
|
|
26,847
|
|
|
|
24,161
|
|
|
|
25,441
|
|
|
|
|
80,291
|
|
|
|
69,974
|
|
|
|
67,951
|
|
The Group operates a defined contribution scheme for most of its employees. The contributions are made in
accordance with the scheme and are expensed in the income statement as incurred.
(i)
|
Comparative figures for the years ended December 31, 2016 and 2015 were restated. For further information on the errors, see Notes 2 and 29 of these 2017 consolidated financial statements.
|
9
|
Finance income and expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
(000)
|
|
Bond premium and fees in income
|
|
|
1,188
|
|
|
|
790
|
|
|
|
|
|
Bank and other interest
|
|
|
223
|
|
|
|
135
|
|
|
|
82
|
|
Profit from sale of financial asset
|
|
|
|
|
|
|
281
|
|
|
|
2,289
|
|
Net foreign currency exchange gain
|
|
|
|
|
|
|
|
|
|
|
923
|
|
Finance income
|
|
|
1,411
|
|
|
|
1,206
|
|
|
|
3,294
|
|
Interest expense on Senior Secured Notes, bank and other loans
|
|
|
(37,706
|
)
|
|
|
(33,095
|
)
|
|
|
(27,094
|
)
|
Interest expense on finance leases
|
|
|
(3,667
|
)
|
|
|
(1,750
|
)
|
|
|
(3,139
|
)
|
Interest expense on provision for onerous lease contracts
|
|
|
|
|
|
|
(16
|
)
|
|
|
(115
|
)
|
Other financial expenses
|
|
|
(2,707
|
)
|
|
|
(1,765
|
)
|
|
|
(1,968
|
)
|
Net foreign currency exchanges loss
|
|
|
(1,698
|
)
|
|
|
(849
|
)
|
|
|
|
|
Finance expense
|
|
|
(45,778
|
)
|
|
|
(37,475
|
)
|
|
|
(32,316
|
)
|
Net finance expense
|
|
|
(44,367
|
)
|
|
|
(36,269
|
)
|
|
|
(29,022
|
)
|
In 2017 and 2016, the Interest expense on Senior Secured Notes, bank and other loans increased
principally as result of the impact of the Additional Notes issued in April 2016 and the amounts drawn under the 2013 Super Senior Revolving Facility and the 2017 Senior Secured Revolving Facility.
Profit from sale of financial asset reflects the profit realized in 2015 and 2016 on the sale of the Groups shares in
iStreamPlanet Co.
Interest expense on finance leases in 2016 was impacted by a 1.4 million adjustment reducing the
finance lease obligations.
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
(000)
|
|
Current taxes
|
|
|
(13,814
|
)
|
|
|
(11,421
|
)
|
|
|
(9,170
|
)
|
Deferred taxes
|
|
|
(1,025
|
)
|
|
|
(5,029
|
)
|
|
|
(8,755
|
)
|
Total income tax expense
|
|
|
(14,839
|
)
|
|
|
(16,450
|
)
|
|
|
(17,925
|
)
|
F-32
Reconciliation of effective tax rate
A reconciliation between income taxes calculated at the Dutch statutory tax rate of 25% in 2017 (25% in 2016 and 2015) and the actual tax
benefit/(expense) with an effective tax rate of 27.5% (30.0% in 2016 and 27.7% in 2015) is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
(i)
|
|
|
2015
(i)
|
|
|
|
(000)
|
|
Net income
|
|
|
39,067
|
|
|
|
38,336
|
|
|
|
46,680
|
|
Income tax expense
|
|
|
14,839
|
|
|
|
16,450
|
|
|
|
17,925
|
|
Profit before taxation
|
|
|
53,906
|
|
|
|
54,786
|
|
|
|
64,605
|
|
Income tax using Companys domestic tax rate
|
|
|
(13,477
|
)
|
|
|
(13,697
|
)
|
|
|
(16,151
|
)
|
Effect of tax rates in foreign jurisdictions
|
|
|
(99
|
)
|
|
|
(844
|
)
|
|
|
(407
|
)
|
Change in tax rate and legislation
|
|
|
554
|
|
|
|
367
|
|
|
|
548
|
|
Non-deductible
expenses
|
|
|
(2,496
|
)
|
|
|
(2,197
|
)
|
|
|
(2,420
|
)
|
Recognition of previously unrecognized tax losses
|
|
|
|
|
|
|
147
|
|
|
|
734
|
|
Prior year adjustments included in current year tax
|
|
|
201
|
|
|
|
(354
|
)
|
|
|
211
|
|
Other
|
|
|
478
|
|
|
|
128
|
|
|
|
(440
|
)
|
Income tax expense
|
|
|
(14,839
|
)
|
|
|
(16,450
|
)
|
|
|
(17,925
|
)
|
(i)
|
Comparative figures for the years ended December 31, 2016 and 2015 were restated. For further information on the errors, see Notes 2 and 29 of these 2017 consolidated financial statements.
|
Recognized deferred tax assets/(liabilities)
The movement in recognized deferred tax assets during the year is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property,
plant and
equipment,
and
Intangibles
|
|
|
Provision
onerous
contracts
|
|
|
Other
|
|
|
Tax loss
carry-
forward
|
|
|
Total
|
|
|
|
(000)
|
|
January 1, 2015
|
|
|
13,428
|
|
|
|
1,575
|
|
|
|
3,344
|
|
|
|
22,912
|
|
|
|
41,259
|
|
Recognized in profit/(loss) for 2015
|
|
|
(858
|
)
|
|
|
(1,091
|
)
|
|
|
(1,021
|
)
|
|
|
(3,553
|
)
|
|
|
(6,523
|
)
|
Recognized in equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,224
|
)
|
|
|
(1,224
|
)
|
Effects of movements in exchange rates
|
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
221
|
|
|
|
232
|
|
December 31, 2015
|
|
|
12,581
|
|
|
|
484
|
|
|
|
2,323
|
|
|
|
18,356
|
|
|
|
33,744
|
|
Recognized in profit/(loss) for 2016
|
|
|
(348
|
)
|
|
|
(484
|
)
|
|
|
(562
|
)
|
|
|
(3,071
|
)
|
|
|
(4,465
|
)
|
Recognized in equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,835
|
|
|
|
1,835
|
|
Effects of movements in exchange rates
|
|
|
1
|
|
|
|
|
|
|
|
1
|
|
|
|
(123
|
)
|
|
|
(121
|
)
|
December 31, 2016
|
|
|
12,234
|
|
|
|
|
|
|
|
1,762
|
|
|
|
16,997
|
|
|
|
30,993
|
|
Recognized in profit/(loss) for 2017
|
|
|
(1,119
|
)
|
|
|
|
|
|
|
334
|
|
|
|
2,355
|
|
|
|
1,570
|
|
Recognized in equity
|
|
|
|
|
|
|
|
|
|
|
(37
|
)
|
|
|
205
|
|
|
|
168
|
|
Acquisitions
|
|
|
1,779
|
|
|
|
|
|
|
|
70
|
|
|
|
915
|
|
|
|
2,764
|
|
Effects of movements in exchange rates
|
|
|
(10
|
)
|
|
|
|
|
|
|
(31
|
)
|
|
|
(89
|
)
|
|
|
(130
|
)
|
December 31, 2017
|
|
|
12,884
|
|
|
|
|
|
|
|
2,098
|
|
|
|
20,383
|
|
|
|
35,365
|
|
Offset deferred tax liabilities
|
|
|
(6,045
|
)
|
|
|
|
|
|
|
(1,608
|
)
|
|
|
(3,242
|
)
|
|
|
(10,895
|
)
|
Net deferred tax assets/(liabilities)
|
|
|
6,839
|
|
|
|
|
|
|
|
490
|
|
|
|
17,141
|
|
|
|
24,470
|
|
F-33
The movement in recognized deferred tax liabilities during the year is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property,
plant and
equipment,
and
Intangibles
|
|
|
Provision
onerous
contracts
|
|
|
Other
|
|
|
Tax loss
carry-
forward
|
|
|
Total
|
|
|
|
(000)
|
|
January 1, 2015
|
|
|
(17,118
|
)
|
|
|
|
|
|
|
(1,106
|
)
|
|
|
|
|
|
|
(18,224
|
)
|
Recognized in profit/(loss) for 2015
|
|
|
(2,038
|
)
|
|
|
|
|
|
|
(194
|
)
|
|
|
|
|
|
|
(2,232
|
)
|
Effects of movements in exchange rates
|
|
|
(215
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(215
|
)
|
December 31, 2015
|
|
|
(19,371
|
)
|
|
|
|
|
|
|
(1,300
|
)
|
|
|
|
|
|
|
(20,671
|
)
|
Recognized in profit/(loss) for 2016
|
|
|
(508
|
)
|
|
|
|
|
|
|
(56
|
)
|
|
|
|
|
|
|
(564
|
)
|
Effects of movements in exchange rates
|
|
|
984
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
984
|
|
December 31, 2016
|
|
|
(18,895
|
)
|
|
|
|
|
|
|
(1,356
|
)
|
|
|
|
|
|
|
(20,251
|
)
|
Recognized in profit/(loss) for 2017
|
|
|
(2,900
|
)
|
|
|
|
|
|
|
305
|
|
|
|
|
|
|
|
(2,595
|
)
|
Acquisitions
|
|
|
(9,569
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,569
|
)
|
Effects of movements in exchange rates
|
|
|
184
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
184
|
|
December 31, 2017
|
|
|
(31,180
|
)
|
|
|
|
|
|
|
(1,051
|
)
|
|
|
|
|
|
|
(32,231
|
)
|
Offset deferred tax assets
|
|
|
6,045
|
|
|
|
|
|
|
|
1,608
|
|
|
|
3,242
|
|
|
|
10,895
|
|
Net deferred tax assets/(liabilities)
|
|
|
(25,135
|
)
|
|
|
|
|
|
|
557
|
|
|
|
3,242
|
|
|
|
(21,336
|
)
|
The deferred tax assets and liabilities are presented as net amounts per tax jurisdiction as far as the
amounts can be offset.
The estimated utilization of carried-forward tax losses in future years is based on managements forecasts of
future profitability by tax jurisdiction.
The following net deferred tax assets have not been recognized:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
(000)
|
|
Deductible temporary differences, net
|
|
|
|
|
|
|
|
|
|
|
34
|
|
Tax losses
|
|
|
|
|
|
|
|
|
|
|
180
|
|
|
|
|
|
|
|
|
|
|
|
|
214
|
|
The accumulated recognized and unrecognized tax losses expire as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
(000)
|
|
Within one year
|
|
|
|
|
|
|
|
|
|
|
2,683
|
|
Between 1 and 5 years
|
|
|
25,352
|
|
|
|
3,517
|
|
|
|
3,490
|
|
After 5 years
|
|
|
35,164
|
|
|
|
28,146
|
|
|
|
25,817
|
|
Unlimited
|
|
|
27,748
|
|
|
|
47,081
|
|
|
|
57,721
|
|
|
|
|
88,264
|
|
|
|
78,744
|
|
|
|
89,711
|
|
F-34
11
|
Property, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Freehold
land and
buildings
|
|
|
Infrastructure
and
equipment
|
|
|
Assets under
construction
|
|
|
Total
data center
assets
|
|
|
Office
equipment
and other
|
|
|
Total
|
|
|
|
|
|
|
(000)
|
|
|
|
|
Cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at January 1, 2017
|
|
|
176,421
|
|
|
|
1,315,971
|
|
|
|
111,803
|
|
|
|
1,604,195
|
|
|
|
46,761
|
|
|
|
1,650,956
|
|
Additions
|
|
|
28,712
|
|
|
|
83,216
|
|
|
|
160,004
|
|
|
|
271,932
|
|
|
|
8,765
|
|
|
|
280,697
|
|
Acquisitions through business combinations
|
|
|
5,440
|
|
|
|
11,272
|
|
|
|
|
|
|
|
16,712
|
|
|
|
109
|
|
|
|
16,821
|
|
Exchange differences
|
|
|
(1
|
)
|
|
|
(11,181
|
)
|
|
|
(1,020
|
)
|
|
|
(12,202
|
)
|
|
|
(510
|
)
|
|
|
(12,712
|
)
|
Disposals
|
|
|
|
|
|
|
(2,045
|
)
|
|
|
|
|
|
|
(2,045
|
)
|
|
|
(60
|
)
|
|
|
(2,105
|
)
|
Transfers
|
|
|
17,143
|
|
|
|
137,207
|
|
|
|
(154,350
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2017
|
|
|
227,715
|
|
|
|
1,534,440
|
|
|
|
116,437
|
|
|
|
1,878,592
|
|
|
|
55,065
|
|
|
|
1,933,657
|
|
Accumulated depreciation and impairment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at January 1, 2017
|
|
|
(16,237
|
)
|
|
|
(452,054
|
)
|
|
|
|
|
|
|
(468,291
|
)
|
|
|
(26,634
|
)
|
|
|
(494,925
|
)
|
Depreciation
|
|
|
(4,861
|
)
|
|
|
(91,912
|
)
|
|
|
|
|
|
|
(96,773
|
)
|
|
|
(6,812
|
)
|
|
|
(103,585
|
)
|
Exchange differences
|
|
|
|
|
|
|
5,050
|
|
|
|
|
|
|
|
5,050
|
|
|
|
333
|
|
|
|
5,383
|
|
Disposals
|
|
|
|
|
|
|
1,881
|
|
|
|
|
|
|
|
1,881
|
|
|
|
60
|
|
|
|
1,941
|
|
As at December 31, 2017
|
|
|
(21,098
|
)
|
|
|
(537,035
|
)
|
|
|
|
|
|
|
(558,133
|
)
|
|
|
(33,053
|
)
|
|
|
(591,186
|
)
|
Carrying amount as at December 31, 2017
|
|
|
206,617
|
|
|
|
997,405
|
|
|
|
116,437
|
|
|
|
1,320,459
|
|
|
|
22,012
|
|
|
|
1,342,471
|
|
Cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at January 1, 2016
|
|
|
174,935
|
|
|
|
1,127,883
|
|
|
|
77,664
|
|
|
|
1,380,482
|
|
|
|
38,219
|
|
|
|
1,418,701
|
|
Additions
|
|
|
|
|
|
|
64,369
|
|
|
|
184,603
|
|
|
|
248,972
|
|
|
|
9,274
|
|
|
|
258,246
|
|
Exchange differences
|
|
|
6
|
|
|
|
(17,010
|
)
|
|
|
(2,454
|
)
|
|
|
(19,458
|
)
|
|
|
(501
|
)
|
|
|
(19,959
|
)
|
Disposals
|
|
|
|
|
|
|
(5,801
|
)
|
|
|
|
|
|
|
(5,801
|
)
|
|
|
(231
|
)
|
|
|
(6,032
|
)
|
Transfers
|
|
|
1,480
|
|
|
|
146,530
|
|
|
|
(148,010
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2016
|
|
|
176,421
|
|
|
|
1,315,971
|
|
|
|
111,803
|
|
|
|
1,604,195
|
|
|
|
46,761
|
|
|
|
1,650,956
|
|
Accumulated depreciation and impairment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at January 1, 2016
|
|
|
(12,652
|
)
|
|
|
(385,095
|
)
|
|
|
|
|
|
|
(397,747
|
)
|
|
|
(21,882
|
)
|
|
|
(419,629
|
)
|
Depreciation
|
|
|
(3,584
|
)
|
|
|
(78,680
|
)
|
|
|
|
|
|
|
(82,264
|
)
|
|
|
(5,302
|
)
|
|
|
(87,566
|
)
|
Exchange differences
|
|
|
(1
|
)
|
|
|
5,920
|
|
|
|
|
|
|
|
5,919
|
|
|
|
319
|
|
|
|
6,238
|
|
Disposals
|
|
|
|
|
|
|
5,801
|
|
|
|
|
|
|
|
5,801
|
|
|
|
231
|
|
|
|
6,032
|
|
As at December 31, 2016
|
|
|
(16,237
|
)
|
|
|
(452,054
|
)
|
|
|
|
|
|
|
(468,291
|
)
|
|
|
(26,634
|
)
|
|
|
(494,925
|
)
|
Carrying amount as at December 31, 2016
|
|
|
160,184
|
|
|
|
863,917
|
|
|
|
111,803
|
|
|
|
1,135,904
|
|
|
|
20,127
|
|
|
|
1,156,031
|
|
Cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at January 1, 2015
|
|
|
168,505
|
|
|
|
962,405
|
|
|
|
74,758
|
|
|
|
1,205,668
|
|
|
|
29,951
|
|
|
|
1,235,619
|
|
Additions
|
|
|
6,437
|
|
|
|
13,113
|
|
|
|
140,637
|
|
|
|
160,187
|
|
|
|
8,404
|
|
|
|
168,591
|
|
Exchange differences
|
|
|
(7
|
)
|
|
|
14,889
|
|
|
|
966
|
|
|
|
15,848
|
|
|
|
537
|
|
|
|
16,385
|
|
Disposals
|
|
|
|
|
|
|
(1,221
|
)
|
|
|
|
|
|
|
(1,221
|
)
|
|
|
(673
|
)
|
|
|
(1,894
|
)
|
Transfers
|
|
|
|
|
|
|
138,697
|
|
|
|
(138,697
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2015
|
|
|
174,935
|
|
|
|
1,127,883
|
|
|
|
77,664
|
|
|
|
1,380,482
|
|
|
|
38,219
|
|
|
|
1,418,701
|
|
Accumulated depreciation and impairment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at January 1, 2015
|
|
|
(9,270
|
)
|
|
|
(313,282
|
)
|
|
|
|
|
|
|
(322,552
|
)
|
|
|
(17,883
|
)
|
|
|
(340,435
|
)
|
Depreciation
|
|
|
(3,382
|
)
|
|
|
(67,561
|
)
|
|
|
|
|
|
|
(70,943
|
)
|
|
|
(4,333
|
)
|
|
|
(75,276
|
)
|
Exchange differences
|
|
|
|
|
|
|
(5,332
|
)
|
|
|
|
|
|
|
(5,332
|
)
|
|
|
(321
|
)
|
|
|
(5,653
|
)
|
Disposals
|
|
|
|
|
|
|
1,080
|
|
|
|
|
|
|
|
1,080
|
|
|
|
655
|
|
|
|
1,735
|
|
As at December 31, 2015
|
|
|
(12,652
|
)
|
|
|
(385,095
|
)
|
|
|
|
|
|
|
(397,747
|
)
|
|
|
(21,882
|
)
|
|
|
(419,629
|
)
|
Carrying amount as at December 31, 2015
|
|
|
162,283
|
|
|
|
742,788
|
|
|
|
77,664
|
|
|
|
982,735
|
|
|
|
16,337
|
|
|
|
999,072
|
|
F-35
In December 2017, the Group completed a transaction to purchase approximately 22,000 sqm of land
in close proximity to the AMS8 datacenter. As at 31 December 2017, the carrying value of the land amounted to 14.8 million .
In October 2017, the Group completed a transaction to purchase a parcel of land in Frankfurt, Germany. As at December 31, 2017, the
carrying value of the land amounted to 10.7 million .
On September 29, 2015, the Group entered into a contract to lease
the properties related to the AMS8 data center. The lease, which covers land and building, commenced during the third quarter of 2016. The land component has been treated as an operating lease, the building as a financial lease. As at
December 31, 2017, the carrying value of the building amounted to 16.8 million.
In December 2012, the Group exercised its
option to purchase the PAR7 data center land. The actual legal transaction will become effective in 2019. As a result of this modification, the lease is reported as a financial lease. Per December 31, 2017, the carrying amount of the land
amounted to 20.9 million.
As at December 31, 2017, the carrying value of freehold land included in the category
Freehold land and buildings amounted to 104.6 million (2016: 76.9 million; 2015: 76.9 million).
Depreciation of property, plant and equipment is disclosed as general and administrative cost in the consolidated statement of income.
At December 31, 2017, properties with a carrying value of 102.9 million (2016: 90.2 million; 2015: 71.8
million) were subject to a registered debenture to secure mortgages (see Note 20). At 31 December 2017, properties with a carrying value of 50.2 million (2016: 51.3 million and 2015: 33.9 million) were subject to a
finance lease agreement (see Note 20).
Capitalized interest relating to borrowing costs for 2017 amounted to 3.1 million
(2016: 3.4 million; 2015: 2.6 million). The cash effect of the interest capitalized for 2017 amounted to 3.9 million, which is presented in the Statement of Cash Flows under Purchase of property, plant and
equipment (2016: 2.2 million; 2015: 3.6 million).
F-36
12
|
Intangible assets and goodwill
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Power grid
rights
|
|
|
Software
|
|
|
Goodwill
|
|
|
Customer
portfolio
|
|
|
Other
|
|
|
Total
|
|
|
|
(000)
|
|
Cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at January 1, 2017
|
|
|
18,582
|
|
|
|
21,519
|
|
|
|
|
|
|
|
|
|
|
|
2,165
|
|
|
|
42,266
|
|
Additions
|
|
|
3,466
|
|
|
|
5,326
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,792
|
|
Acquisitions through business combinations
|
|
|
|
|
|
|
|
|
|
|
38,900
|
|
|
|
28,005
|
|
|
|
|
|
|
|
66,905
|
|
Exchange differences
|
|
|
(228
|
)
|
|
|
(35
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(263
|
)
|
Disposals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2017
|
|
|
21,820
|
|
|
|
26,810
|
|
|
|
38,900
|
|
|
|
28,005
|
|
|
|
2,165
|
|
|
|
117,700
|
|
Accumulated amortization and impairment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at January 1, 2017
|
|
|
(2,232
|
)
|
|
|
(9,816
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,524
|
)
|
|
|
(13,572
|
)
|
Amortization
|
|
|
(773
|
)
|
|
|
(2,619
|
)
|
|
|
|
|
|
|
(1,167
|
)
|
|
|
(108
|
)
|
|
|
(4,667
|
)
|
Exchange differences
|
|
|
|
|
|
|
32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32
|
|
Disposals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2017
|
|
|
(3,005
|
)
|
|
|
(12,403
|
)
|
|
|
|
|
|
|
(1,167
|
)
|
|
|
(1,632
|
)
|
|
|
(18,207
|
)
|
Carrying amount as at December 31, 2017
|
|
|
18,815
|
|
|
|
14,407
|
|
|
|
38,900
|
|
|
|
26,838
|
|
|
|
533
|
|
|
|
99,493
|
|
Cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at January 1, 2016
|
|
|
16,091
|
|
|
|
16,322
|
|
|
|
|
|
|
|
|
|
|
|
2,165
|
|
|
|
34,578
|
|
Additions
|
|
|
3,647
|
|
|
|
5,282
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,929
|
|
Exchange differences
|
|
|
(1,156
|
)
|
|
|
(85
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,241
|
)
|
Disposals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2016
|
|
|
18,582
|
|
|
|
21,519
|
|
|
|
|
|
|
|
|
|
|
|
2,165
|
|
|
|
42,266
|
|
Accumulated amortization and impairment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at January 1, 2016
|
|
|
(1,688
|
)
|
|
|
(8,285
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,411
|
)
|
|
|
(11,384
|
)
|
Amortization
|
|
|
(544
|
)
|
|
|
(1,612
|
)
|
|
|
|
|
|
|
|
|
|
|
(113
|
)
|
|
|
(2,269
|
)
|
Exchange differences
|
|
|
|
|
|
|
81
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
81
|
|
Disposals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2016
|
|
|
(2,232
|
)
|
|
|
(9,816
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,524
|
)
|
|
|
(13,572
|
)
|
Carrying amount as at December 31, 2016
|
|
|
16,350
|
|
|
|
11,703
|
|
|
|
|
|
|
|
|
|
|
|
641
|
|
|
|
28,694
|
|
Cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at January 1, 2015
|
|
|
12,833
|
|
|
|
13,039
|
|
|
|
|
|
|
|
|
|
|
|
2,165
|
|
|
|
28,037
|
|
Additions
|
|
|
2,792
|
|
|
|
3,733
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,525
|
|
Exchange differences
|
|
|
466
|
|
|
|
43
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
509
|
|
Disposals
|
|
|
|
|
|
|
(493
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(493
|
)
|
As at December 31, 2015
|
|
|
16,091
|
|
|
|
16,322
|
|
|
|
|
|
|
|
|
|
|
|
2,165
|
|
|
|
34,578
|
|
Accumulated amortization and impairment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at January 1, 2015
|
|
|
(1,297
|
)
|
|
|
(6,447
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,297
|
)
|
|
|
(9,041
|
)
|
Amortization
|
|
|
(391
|
)
|
|
|
(2,290
|
)
|
|
|
|
|
|
|
|
|
|
|
(114
|
)
|
|
|
(2,795
|
)
|
Exchange differences
|
|
|
|
|
|
|
(41
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(41
|
)
|
Disposals
|
|
|
|
|
|
|
493
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
493
|
|
As at December 31, 2015
|
|
|
(1,688
|
)
|
|
|
(8,285
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,411
|
)
|
|
|
(11,384
|
)
|
Carrying amount as at December 31, 2015
|
|
|
14,403
|
|
|
|
8,037
|
|
|
|
|
|
|
|
|
|
|
|
754
|
|
|
|
23,194
|
|
Amortization of intangible assets is disclosed as general and administrative cost in the consolidated income
statement.
F-37
Impairment test on goodwill
The goodwill addition during the year relates to the acquisition of Interxion Science Park in February 2017 (see note 23 Business
Combinations). This business is being integrated in the Dutch operating company and is as such considered part of the Dutch cash generating unit (CGU). As such, the annual impairment test on acquisition goodwill is carried out on this CGU in October
of each year.
The recoverable amount of the Dutch CGU was based on value in use, estimated using discounted cash flows.
The key assumptions used in the estimation of the recoverable amount are set out below. The values assigned to the key assumptions represent
managements assessment of future trends in the relevant industries and have been based on historical data from both external and internal sources.
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentages
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
Discount rate
(pre-tax)
|
|
|
8.2
|
%
|
|
|
n/a
|
|
|
|
n/a
|
|
Terminal value growth rate
|
|
|
1.1
|
%
|
|
|
n/a
|
|
|
|
n/a
|
|
Budgeted Adjusted EBITDA growth rate throughout the forecast
|
|
|
0.0
|
%
|
|
|
n/a
|
|
|
|
n/a
|
|
The discount rate was a
post-tax
measure estimated based on the
historical industry average weighted-average cost of capital, with a possible debt leveraging of 20% at a market interest rate of 3.8%.
The cash flow projections included specific estimates for 2018 and a terminal growth rate thereafter. The terminal growth rate was determined
based on managements estimate.
The budgeted Adjusted EBITDA for 2018 and in steady state was based on expectations of future
outcomes taking into account past experience.
The other investments represent a USD 4.5 million convertible
loan given by Interxion Participation 1 B.V. to Icolo Ltd, of which USD 4.0 million was disbursed as at December 31, 2017. Interxion has the option to convert the loan into equity on the maturity date or upon the occurrence of an
enforcement event. As at December 31, 2017 the fair value of the conversion option is deemed nil.
14
|
Trade and other
(non-)
current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
(000)
|
|
Non-current
|
|
|
|
|
|
|
|
|
|
|
|
|
Data-center-related prepaid expenses
|
|
|
2,708
|
|
|
|
3,507
|
|
|
|
2,834
|
|
Rental and other supplier deposits
|
|
|
3,736
|
|
|
|
3,056
|
|
|
|
2,929
|
|
Deferred setup cost
|
|
|
2,806
|
|
|
|
1,502
|
|
|
|
|
|
Deferred financing costs
|
|
|
|
|
|
|
142
|
|
|
|
422
|
|
Deferred rent related stamp duties
|
|
|
895
|
|
|
|
379
|
|
|
|
501
|
|
Collaterized cash
|
|
|
3,529
|
|
|
|
3,328
|
|
|
|
4,466
|
|
|
|
|
13,674
|
|
|
|
11,914
|
|
|
|
11,152
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
(000)
|
|
Current
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables net (Note 21)
|
|
|
113,518
|
|
|
|
91,451
|
|
|
|
79,128
|
|
Taxes receivable
|
|
|
12,415
|
|
|
|
5,416
|
|
|
|
5,716
|
|
Accrued revenue
|
|
|
36,575
|
|
|
|
34,560
|
|
|
|
39,442
|
|
Prepaid expenses and other current assets
|
|
|
17,278
|
|
|
|
16,394
|
|
|
|
17,650
|
|
|
|
|
179,786
|
|
|
|
147,821
|
|
|
|
141,936
|
|
F-38
Accrued revenue relates to
service-fee
holidays provided
in relation to our long-term customer contracts. As at December 31, 2017, 18.7 million of the accrued revenue balance will not be realized within 12 months.
Prepaid expenses and other current assets principally comprise accrued income, prepaid insurances, rental and other related operational
data center and construction-related prepayments.
As at December 31, 2017, other current and
non-current
assets include 4.1 million cash held as collateral to support the issuance of bank guarantees on behalf of a number of subsidiary companies (2016: 3.7 million; 2015: 4.9
million). Since 2016, the cash held as collateral is presented as other current and
non-current
assets. Comparative figures for 2015 have been adjusted accordingly.
15
|
Cash and cash equivalents and short-term investments
|
Cash and cash equivalents are at
free disposal of the Company. Since 2016, the cash held as collateral is presented as other current and
non-current
assets.
Share capital and share premium
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
(In thousands of shares)
|
|
On issue at 1 January
|
|
|
70,603
|
|
|
|
69,919
|
|
|
|
69,317
|
|
Issue/conversion of shares
|
|
|
812
|
|
|
|
684
|
|
|
|
602
|
|
On issue at 31 December
|
|
|
71,415
|
|
|
|
70,603
|
|
|
|
69,919
|
|
On January 28, 2011, the Company issued 16,250 thousand new shares (post reverse stock split) at the
New York Stock Exchange under the ticker symbol INXN. On completion of the offering, the Company did a reverse stock split 5:1, which resulted in nominal value of 0.10 per ordinary shares. The 34,808 thousand Preferred Shares were
converted into ordinary shares and the Liquidation Price of 1.00 (post reverse stock split) per Preferred A Share was either paid out in cash or converted in ordinary shares (3.3 million ordinary shares). In 2017, a total of approximately
0.8 million (2016: 0.5 million, 2015: 0.4 million) options were exercised and restricted and performance shares were vested.
At
December 31, 2017, 2016 and 2015, the authorized share capital comprised 200,000,000 ordinary shares at par value of 0.10. All issued shares are fully paid.
Foreign currency translation reserve
The
foreign currency translation reserve comprises of all foreign exchange differences arising from the translation of the financial statements of foreign operations as well as from the translation of intergroup balances with a permanent nature.
F-39
Profit attributable to ordinary shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
(i)
|
|
|
2015
(i)
|
|
|
|
(000)
|
|
Profit attributable to ordinary shareholders
|
|
|
39,067
|
|
|
|
38,336
|
|
|
|
46,680
|
|
Basic earnings per share
The calculation of basic earnings per share at December 31, 2017, was based on the profit attributable to ordinary shareholders and a
weighted average number of ordinary shares outstanding during the year ended December 31, 2017, of 71,089,000 (for the years; 2016: 70,349,000 and 2015: 69,579,000). Profit is attributable to ordinary shareholders on an equal basis.
Diluted earnings per share
The
calculation of diluted earnings per share at December 31, 2017, was based on the profit attributable to ordinary shareholders and a weighted average number of ordinary shares and the impact of options, restricted share and performance shares
outstanding during the year ended December 31, 2017, of 71,521,000 (for the years; 2016: 71,213,000 and 2015: 70,474,000).
Weighted average
number of ordinary shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
(i)
|
|
|
2015
(i)
|
|
Weighted average number of ordinary shares at 31 December
|
|
|
71,089
|
|
|
|
70,349
|
|
|
|
69,579
|
|
Dilution effect of share options, restricted and performance shares on issue
|
|
|
432
|
|
|
|
864
|
|
|
|
895
|
|
Weighted average number of ordinary shares (diluted) at 31 December
|
|
|
71,521
|
|
|
|
71,213
|
|
|
|
70,474
|
|
(i)
|
Comparative figures for the years ended December 31, 2016 and 2015 were restated. For further information on the errors, see Notes 2 and 29 of these 2017 consolidated financial statements.
|
18
|
Trade payables and other liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
(000)
|
|
Non-current
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred revenue
|
|
|
7,557
|
|
|
|
6,282
|
|
|
|
5,272
|
|
Other
non-current
liabilities
|
|
|
7,523
|
|
|
|
5,436
|
|
|
|
6,777
|
|
|
|
|
15,080
|
|
|
|
11,718
|
|
|
|
12,049
|
|
Current
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables
|
|
|
47,489
|
|
|
|
23,076
|
|
|
|
25,045
|
|
Tax and social security
|
|
|
9,357
|
|
|
|
6,528
|
|
|
|
9,439
|
|
Customer deposits
|
|
|
20,878
|
|
|
|
20,671
|
|
|
|
21,208
|
|
Deferred revenue
|
|
|
73,262
|
|
|
|
63,974
|
|
|
|
60,700
|
|
Accrued expenses
|
|
|
78,770
|
|
|
|
57,043
|
|
|
|
46,103
|
|
Other current liabilities
|
|
|
122
|
|
|
|
107
|
|
|
|
134
|
|
|
|
|
229,878
|
|
|
|
171,399
|
|
|
|
162,629
|
|
Trade payables include 28.8 million (2016: 10.6 million; 2015: 15.0 million)
accounts payable in respect of purchases of property, plant and equipment.
F-40
Accrued expenses are analyzed as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
(000)
|
|
Data-center-related costs
|
|
|
36,805
|
|
|
|
18,752
|
|
|
|
11,788
|
|
Personnel and related costs
|
|
|
13,273
|
|
|
|
12,261
|
|
|
|
11,709
|
|
Professional services
|
|
|
2,486
|
|
|
|
1,871
|
|
|
|
2,246
|
|
Customer implementation and related costs
|
|
|
4,492
|
|
|
|
3,081
|
|
|
|
3,346
|
|
Financing-related costs
|
|
|
17,909
|
|
|
|
17,498
|
|
|
|
13,454
|
|
Other
|
|
|
3,805
|
|
|
|
3580
|
|
|
|
3,560
|
|
|
|
|
78,770
|
|
|
|
57,043
|
|
|
|
46,103
|
|
As at December 31, 2017, the accrued financing-related costs principally relate to interest expenses on
the Senior Secured Notes.
19
|
Provision for onerous lease contracts
|
The provision for onerous lease contracts related
to two unused data center sites in Germany. These lease contracts terminated in 2016.
The provision was calculated based on the
discounted future contracted payments net of any sublease revenues.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
(000)
|
|
As at 1 January
|
|
|
|
|
|
|
1,517
|
|
|
|
4,934
|
|
Increase/(decrease) in provision
|
|
|
|
|
|
|
|
|
|
|
(184
|
)
|
Unwinding of discount
|
|
|
|
|
|
|
16
|
|
|
|
115
|
|
Utilization of provision
|
|
|
|
|
|
|
(1,533
|
)
|
|
|
(3,348
|
)
|
As at 31 December
|
|
|
|
|
|
|
|
|
|
|
1,517
|
|
Non-current
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
|
|
|
1,517
|
|
|
|
|
|
|
|
|
|
|
|
|
1,517
|
|
Discounted estimated future losses were calculated using a discount rate based on the five-year euro-area
government benchmark bond yield prevailing at the balance sheet date.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
(000)
|
|
Non-current
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Secured Notes 6.0%, due 2020
|
|
|
628,141
|
|
|
|
629,327
|
|
|
|
475,503
|
|
Mortgages
|
|
|
45,386
|
|
|
|
43,508
|
|
|
|
40,727
|
|
Finance lease liabilities
|
|
|
50,525
|
|
|
|
51,140
|
|
|
|
34,582
|
|
|
|
|
724,052
|
|
|
|
723,975
|
|
|
|
550,812
|
|
Current
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgages
|
|
|
8,254
|
|
|
|
10,904
|
|
|
|
3,346
|
|
Finance lease liabilities
|
|
|
602
|
|
|
|
578
|
|
|
|
|
|
F-41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
(000)
|
|
2017 Senior Secured Revolving Facility
|
|
|
99,904
|
|
|
|
|
|
|
|
|
|
Other loans
|
|
|
|
|
|
|
|
|
|
|
1,605
|
|
|
|
|
108,760
|
|
|
|
11,482
|
|
|
|
4,951
|
|
Total borrowings
|
|
|
832,812
|
|
|
|
735,457
|
|
|
|
555,763
|
|
The carrying amounts of the Groups borrowings are principally denominated in euros. The face value of
the Senior Secured Notes as at December 31, 2017 was 625.0 million (2016: 625.0 million and 2015: 475.0 million).
The face value of the mortgages amounted to 54.3 million as at December 31, 2017 (2016: 55.2 million and 2014:
44.6 million).
Senior Secured Notes and bank borrowings
Mortgages
In January 2013, the Group
completed two mortgage financings totaling 10.0 million. The loans are secured by mortgages on the PAR3 land, owned by Interxion Real Estate II Sarl, and the PAR5 land, owned by Interxion Real Estate III Sarl, and pledges on the lease
agreements, and are guaranteed by Interxion France SAS. The principal amounts on the two loans are to be repaid in quarterly instalments in an aggregate amount of 167,000 commencing on April 18, 2013. The mortgages have a maturity of 15
years and have a variable interest rate based on EURIBOR plus an individual margin ranging from 240 to 280 basis points. The interest rates have been fixed for 75% of the principal outstanding amount for a period of ten years.
In June 2013, the Group completed a 6.0 million mortgage financing. The loan is secured by a mortgage on the AMS3 property, owned
by Interxion Real Estate V B.V., and a pledge on the lease agreement. The principal is to be repaid in annual instalments of 400,000 commencing May 1, 2014, and a final repayment of 4,400,000 due on May 1, 2018. The mortgage
has a variable interest rate based on EURIBOR plus 275 basis points. The loan contains a minimum of 1.1 debt service capacity covenant ratio based on operations of Interxion Real Estate V B.V.
In April 2014, the Group completed a 9.2 million financing. The facility is secured by a mortgage on the data center property in
Zaventhem (Belgium), which was acquired by Interxion Real Estate IX N.V. on January 9, 2014, and a pledge on the lease agreement, and is guaranteed by Interxion Real Estate Holding B.V. The facility has a maturity of 15 years and has a variable
interest rate based on EURIBOR plus 200 basis points. The principal amount is to be repaid in 59 quarterly instalments of 153,550, of which the first quarterly instalment was paid on July 31, 2014, and a final repayment is due on
April 30, 2029.
On October 13, 2015, the Group completed a 15.0 million mortgage financing. The facility is secured
by a mortgage on the real estate property in Germany, which is owned by Interxion Real Estate I B.V. and a pledge on the lease agreement. The facility has a maturity of five years and has a variable interest rate based on EURIBOR plus 225 basis
points. The principal amount is to be repaid in four annual instalments of 1,000,000 of which the first annual instalment was paid on September 30, 2016, and a final repayment of 11,000,000 which is due on September 30, 2020.
On April 8, 2016, the Group completed a 14.6 million financing. The facility is secured by a mortgage on the data center
property in Vienna (Austria), acquired by Interxion Real Estate VII GmbH in January 2015, and a pledge on the lease agreement, and is guaranteed by Interxion Real Estate Holding B.V. The facility has a maturity of 14 years and nine months, and has a
variable interest rate based on EURIBOR plus 195 basis points. The principal amount is due to be repaid in 177 monthly instalments, increasing from 76,000 to 91,750. The first monthly instalment of 76,000 was paid on April 30,
2016, and a final repayment of 91,750 is due on December 31, 2030.
On December 1, 2017, we renewed a
10.0 million mortgage financing entered into in 2012, which was secured by mortgages on the AMS6 property, owned by Interxion Real Estate IV B.V. The principal is to be repaid in annual instalments of 667,000 commencing December,
2018, and a final repayment of 7,332,000 due on December 31, 2022. The mortgage has a variable interest rate based on higher of 0% and EURIBOR plus 225 basis points.
These mortgages do not conflict with the restrictions of the Indenture and the Revolving Facilities.
F-42
Senior Secured Notes due 2020
On July 3, 2013, the Company issued an aggregate principal amount of 325.0 million 6.00% Senior Secured Notes due 2020 (the
Senior Secured Notes due 2020).
The net proceeds of the offering were used to purchase all the 260.0 million
Senior Secured Notes due 2017, which were tendered in the offer for those notes and to redeem the 260.0 million Senior Secured Notes due 2017 which remained outstanding following the expiration and settlement of the tender offer and
consent solicitation, to pay all related fees, expenses and premiums and for other general corporate purposes.
The
325.0 million Senior Secured Notes due 2020 are governed by an indenture dated July 3, 2013, between the Company, as issuer, and The Bank of New York Mellon, London Branch as Trustee. The indenture contains customary restrictive
covenants, including but not limited to limitations or restrictions on our ability to incur debt, grant liens, make restricted payments and sell assets. The restrictive covenants are subject to customary exceptions and are governed by a consolidated
fixed charge ratio to exceed 2.00 and a consolidated senior leverage ratio (net of cash and cash equivalents) not to exceed 4.00.
The
obligations under the 325.0 million Senior Secured Notes due 2020 are guaranteed by certain of the Companys subsidiaries.
On April 29, 2014, the Company completed the issuance of 150.0 million aggregate principal amount of its 6.00% Senior Secured
Notes due 2020 (the Additional Notes). The net proceeds of the offering amount to 157.9 million, net of offering fees and expenses of 2.3 million. The net proceeds reflect the issuance of the Additional notes at a
premium of 106.75 and net of offering fees and expenses. The Additional Notes, which are guaranteed by certain subsidiaries of the Company, were issued under the indenture pursuant to which, on July 3, 2013, the Company issued
325.0 million in aggregate principal amount of 6.00% Senior Secured Notes due 2020.
On April 14, 2016, the Company
completed the issuance of an additional 150.0 million aggregate principal amount of its 6.00% Senior Secured Notes due 2020 (together with the notes issued on April 29, 2014, the Additional Notes). The net proceeds of the
offering amounted to approximately 155.3 million, net of estimated offering fees and expenses of 2.1 million. The net proceeds contain the nominal value of the Additional Notes increased with a premium at 104.50. The Additional
Notes, which are guaranteed by certain subsidiaries of the Company, were issued under the indenture dated July 3, 2013, pursuant to which the Company has previously issued 475.0 million in aggregate principal amount of 6.00% Senior
Secured Notes due 2020.
The Company may redeem all or part of the 625.0 million Senior Secured Notes due 2020. The Company has
the following redemption rights:
Optional Redemption
At any time after July 15, 2016 and before maturity, upon not less than ten and not more than 60 days notice, the Company may redeem
all or part of the Senior Secured Notes. These redemptions will be in amounts of 100,000 or integral multiples of 1,000 in excess thereof at the following redemption prices (expressed as percentages of their principal amount at
maturity), plus accrued and unpaid interest, if any, to the redemption date, if redeemed during the
12-month
period commencing on July 15 of the years set out below.
|
|
|
|
|
Year
|
|
Redemption Price
|
|
2017
|
|
|
103.000
|
%
|
2018
|
|
|
101.500
|
%
|
2019 and thereafter
|
|
|
100.000
|
%
|
Change of Control
If, at any time, directly or indirectly, a beneficial owner becomes owner of more than 50% of the total voting power of the voting stock of the
Company, a change of control occurs. The Company shall then make an offer to each holder of the Senior Secured Notes
F-43
to purchase each holders Senior Secured Notes, in whole or in part, in a principal amount of 100,000, or in integral multiples of 1,000, in excess thereof at a purchase price in
cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase.
Revolving Facility Agreements
2013 Super Senior Revolving Facility Agreement
On June 17, 2013, the Company entered into the 2013 Super Senior Revolving Facility Agreement.
On July 3, 2013, in connection with the issuance of the 325.0 million Senior Secured Notes due 2020, all conditions precedent
to the utilization of the 2013 Super Senior Revolving Facility Agreement were satisfied. On July 31, 2017, the Company extended the maturity of the 2013 Super Senior Revolving Facility from July 3, 2018 to December 31, 2018.
As at December 31, 2017, the 2013 Super Senior Revolving Facility was undrawn.
2017 Senior Secured Revolving Facility Agreement
On March 9, 2017, the Company entered into the 2017 Senior Secured Revolving Facility Agreement.
The 2017 Senior Secured Revolving Facility had an initial maturity date of 12 months from the date of the 2017 Senior Secured Revolving
Facility with the Company having the option to extend the maturity date by a further
six-month
period in accordance with the terms therein. The 2017 Senior Secured Revolving Facility initially bears interest
at a rate per annum equal to EURIBOR (subject to a zero percent floor) plus a margin of 2.25% per annum, subject to a margin ratchet, pursuant to which the margin may be increased to a maximum of 3.25% per annum if the 2017 Senior Secured Revolving
Facility is extended up to an additional six months after its initial maturity date.
On July 28, 2017, the Company amended the terms
of the 2017 Senior Secured Revolving Facility Agreement to increase the amount available under the facility to 100.0 million and to add a second extension option to enable extension of the maturity of the 2017 Senior Secured Revolving
Facility to December 31, 2018. The Company elected, as of March 1, 2018, to extend the maturity of the 2017 Senior Secured Revolving Facility to September 9, 2018.
As at December 31, 2017, the 2017 Senior Secured Revolving Facility was fully drawn.
Covenants regarding Revolving Facility Agreements
The Revolving Facility Agreements also require the Company to maintain a specified financial ratio. The restrictive covenants are subject to
customary exceptions including, in relation to the incurrence of subordinated debt, a consolidated fixed charge ratio (calculated as a ratio of Adjusted EBITDA to consolidated interest expense), to exceed 2.00 to 1.00 on a pro forma basis for the
four full fiscal quarters (taken as one period) for which financial statements are available immediately preceding the incurrence of such debt and, if such debt is senior debt, a consolidated senior leverage ratio (calculated as a ratio of
outstanding senior debt net of cash and cash equivalents of the Company and its restricted subsidiaries (on a consolidated basis) to pro forma Adjusted EBITDA), to be less than 4.00 to 1.00 on a pro forma basis for the four full fiscal quarters
(taken as one period) for which financial statements are available immediately preceding the incurrence of such debt.
The Revolving
Facility Agreements also include a leverage ratio financial covenant (tested on a quarterly basis) that requires total net debt (calculated as a ratio to pro forma EBITDA) not to exceed a leverage ratio of 4.75 to 1.00 and stepping down to 4.00 to
1.00 for each applicable test date after (but not including) June 30, 2018. In addition, the Company must ensure, under the Revolving Facility Agreements, that the guarantors represent a certain percentage of Adjusted EBITDA, and a certain
percentage of the consolidated net assets of the Group as a whole. Our ability to meet these covenants may be affected by events beyond our control and, as a result, we cannot assure you that we will be able to meet the covenants. In the event of a
default under the Revolving Facility Agreements, the lenders could terminate their commitments and declare all amounts owed to them to be due and payable. Borrowings under other debt instruments that contain cross acceleration or cross default
provisions, including the Senior Secured Notes, may as a result also be accelerated and become due and payable.
On February 20,
2018, the Company received the requisite consents from lenders under its 2013 Super Senior Revolving Facility to waive, from the date of such consent becoming effective and up to, and including, May 1, 2018, the undertaking requiring certain
F-44
material subsidiaries of the Company to accede to the 2013 Super Senior Revolving Facility Agreement as additional guarantors and, for the same period, to reduce the guarantor coverage threshold
as a percentage of the groups consolidated adjusted EBITDA (as more fully set out in the 2013 Super Senior Revolving Facility Agreement) from 85% to 80%. On April 19, 2018, the Company received the requisite consents from lenders under
its 2013 Super Senior Revolving Facility Agreement to extend the foregoing waivers, up to, and including, July 31, 2018
On
February 19, 2018 the Company also received the requisite consents from lenders under its 2017 Senior Secured Revolving Facility Agreement to extend the date by which certain subsidiaries of the Company are required to accede to the 2017 Senior
Secured Revolving Facility Agreement as guarantors to April 30, 2018. On April 20, 2018, the Company received the requisite consents from lenders under its 2017 Senior Secured Revolving Facility Agreement to extend the foregoing waivers,
up to, and including, July 31, 2018.
The Company also received, on March 1, 2018, the requisite consents from lenders under its
2017 Senior Secured Revolving Facility Agreement in relation to entering into the 2018 Subordinated Revolving Facility Agreement.
Interxion remained in full compliance with all its covenants. In addition, the Company does not anticipate, in the next twelve months, any
breach or failure that would negatively impact its ability to borrow funds under the Revolving Facility Agreements.
Change of control or sale of
assets
If, there is a sale of all or substantially all the assets of the Group whether in a single transaction or a series of related
transactions, or a change of control that any beneficial owner gains control of the Company, then a lender under each of the Revolving Facility Agreements shall not be obliged to fund a loan to the Company.
In addition, if within 30 days of the Company notifying the applicable agent under the relevant Revolving Facility Agreement of a change of
control or sale of assets as described above, a lender wishes to cancel its commitment under the applicable Revolving Facility Agreement as a result of that event, such lenders commitments will be immediately cancelled and its participation in
all outstanding loans shall, together with the accrued and unpaid interest and all other amounts accrued and outstanding under the agreement, become due and payable within 10 business days of the date on which the relevant lender notifies the
applicable agent thereunder, unless the Company replaces such lender within such 10 business day period.
Reconciliation to cash flow statement
The reconciliation of movements of liabilities to cash flows arising from financing activities is set out below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior
Secured
Notes
|
|
|
Mortgages
|
|
|
Finance
lease
liabilities
|
|
|
Revolving
Facilities
|
|
|
Share
capital
|
|
|
Share
premium
|
|
|
Foreign
currency
translation
reserve
|
|
|
Hedging
Reserve
|
|
|
Accumulated
profit/(deficit)
|
|
|
Total
|
|
|
|
(000)
|
|
Balance as at 1 January 2017
|
|
|
629,327
|
|
|
|
54,412
|
|
|
|
51,718
|
|
|
|
|
|
|
|
7,060
|
|
|
|
519,604
|
|
|
|
9,988
|
|
|
|
(243
|
)
|
|
|
12,360
|
|
|
|
1,284,226
|
|
Changes from financing cash flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from exercised options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55
|
|
|
|
6,914
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,969
|
|
Proceeds from mortgages
|
|
|
|
|
|
|
9,950
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,950
|
|
Repayment of mortgages
|
|
|
|
|
|
|
(10,848
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,848
|
)
|
Proceeds from Revolving Facilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
129,521
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
129,521
|
|
Repayment of Revolving Facilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(30,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(30,000
|
)
|
F-45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior
Secured
Notes
|
|
|
Mortgages
|
|
|
Finance
lease
liabilities
|
|
|
Revolving
Facilities
|
|
|
Share
capital
|
|
|
Share
premium
|
|
|
Foreign
currency
translation
reserve
|
|
|
Hedging
Reserve
|
|
|
Accumulated
profit/(deficit)
|
|
|
Total
|
|
|
|
(000)
|
|
Finance lease obligation
|
|
|
|
|
|
|
|
|
|
|
(995
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(995
|
)
|
Total changes from financing cash flows
|
|
|
|
|
|
|
(898
|
)
|
|
|
(995
|
)
|
|
|
99,521
|
|
|
|
55
|
|
|
|
6,914
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104,597
|
|
Other changes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability-related
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized borrowing costs
|
|
|
(1,186
|
)
|
|
|
126
|
|
|
|
|
|
|
|
383
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(677
|
)
|
Interest expense
|
|
|
|
|
|
|
|
|
|
|
404
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
404
|
|
Total liability-related
|
|
|
(1,186
|
)
|
|
|
126
|
|
|
|
404
|
|
|
|
383
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(273
|
)
|
Total equity-related other changes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
|
|
|
|
5,724
|
|
|
|
(7,040
|
)
|
|
|
74
|
|
|
|
42,206
|
|
|
|
40,990
|
|
Balance as at 31 December 2017
|
|
|
628,141
|
|
|
|
53,640
|
|
|
|
51,127
|
|
|
|
99,904
|
|
|
|
7,141
|
|
|
|
532,242
|
|
|
|
2,948
|
|
|
|
(169
|
)
|
|
|
54,566
|
|
|
|
1,429,540
|
|
Maturity profile
The maturity profile of the gross amounts of Senior Secured Notes, the 2013 Super Senior Revolving Facility, the 2017 Senior Secured Revolving
Facility and Mortgages are set out below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
(000)
|
|
Within one year
|
|
|
104,400
|
|
|
|
7,332
|
|
|
|
|
|
Between 1 and 5 years
|
|
|
648,000
|
|
|
|
643,800
|
|
|
|
503,199
|
|
Over 5 years
|
|
|
26,916
|
|
|
|
29,107
|
|
|
|
16,447
|
|
|
|
|
779,316
|
|
|
|
680,239
|
|
|
|
519,646
|
|
The Group has the following undrawn bank borrowing facilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
(000)
|
|
Expiring within one year
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
Expiring between 1 and 5 years
|
|
|
|
|
|
|
100,000
|
|
|
|
100,000
|
|
|
|
|
100,000
|
|
|
|
100,000
|
|
|
|
100,000
|
|
Covenants
The Revolving Facility Agreements contain various covenants that restrict, among other things and subject to certain exceptions, the ability of
the Company and its subsidiaries to:
|
|
|
incur debt and/or guarantees;
|
|
|
|
enter into transactions other than on an
arms-length
basis;
|
|
|
|
pay dividends or make certain distributions or payments;
|
|
|
|
engage, in relation to the Company, in any business activity or own assets or incur liabilities not authorized by the Revolving Facility Agreements;
|
F-46
|
|
|
sell certain kinds of assets;
|
|
|
|
enter into any sale and leaseback transactions;
|
|
|
|
make certain investments or other types of restricted payments;
|
|
|
|
substantially change the nature of the Company or the Groups business;
|
|
|
|
designate unrestricted subsidiaries; and
|
|
|
|
effect mergers, consolidations or sale of assets.
|
Our Revolving Facility Agreements also
require us to maintain a specified financial ratio. The restrictive covenants are subject to customary exceptions including, in relation to the incurrence of subordinated debt, a consolidated fixed charge ratio (calculated as a ratio of Adjusted
EBITDA to consolidated interest expense) to exceed 2.00 to 1.00 on a pro forma basis for the four full fiscal quarters (taken as one period) for which financial statements are available immediately preceding the incurrence of such debt and, if such
debt is senior debt, a consolidated senior leverage ratio (calculated as a ratio of outstanding senior debt of the Company and its restricted subsidiaries (on a consolidated basis) to pro forma Adjusted EBITDA) to be less than 4.00 to 1.00 on a pro
forma basis for the four full fiscal quarters (taken as one period) for which financial statements are available immediately preceding the incurrence of such debt.
The Revolving Facility Agreements also include a leverage ratio financial covenant (tested on a quarterly basis), which requires total net
debt (calculated as a ratio to pro forma Adjusted EBITDA) not to exceed a leverage ratio of 4.75 to 1.00 and stepping down to 4.00 to 1.00 for each applicable test date after (but not including) June 30, 2018. In addition, the Company must
ensure, under the Revolving Facility Agreements, that the guarantors represent a certain percentage of Adjusted EBITDA of the Group as a whole and a certain percentage of the consolidated net assets of the Group as a whole. Our ability to meet these
covenants may be affected by events beyond our control and, as a result, we cannot assure you that we will be able to meet the covenants. In the event of a continuing default under our Revolving Facilities Agreements, the lenders could terminate
their commitments and declare all amounts owed to them to be due and payable. Borrowings under other debt instruments that contain cross acceleration or cross default provisions, including the Senior Secured Notes, may as a result also be
accelerated and become due and payable. The breach of any of these covenants by the Company or the failure by the Company to maintain its leverage ratio could result in a default under the Revolving Facility Agreements.
On February 20, 2018, the Company received the requisite consents from lenders under its 2013 Super Senior Revolving Facility to waive,
from the date of such consent becoming effective and up to, and including, May 1, 2018, the undertaking requiring certain material subsidiaries of the Company to accede to the 2013 Super Senior Revolving Facility Agreement as additional
guarantors and, for the same period, to reduce the guarantor coverage threshold as a percentage of the groups consolidated adjusted EBITDA (as more fully set out in the 2013 Super Senior Revolving Facility Agreement) from 85% to 80%. On
April 19, 2018, the Company received the requisite consents from lenders under its 2013 Super Senior Revolving Facility Agreement to extend the foregoing waivers, up to, and including, July 31, 2018
On February 19, 2018 the Company also received the requisite consents from lenders under its 2017 Senior Secured Revolving Facility
Agreement to extend the date by which certain subsidiaries of the Company are required to accede to the 2017 Senior Secured Revolving Facility Agreement as guarantors to April 30, 2018. On April 20, 2018, the Company received the requisite
consents from lenders under its 2017 Senior Secured Revolving Facility Agreement to extend the foregoing waivers, up to, and including, July 31, 2018.
The Company also received, on March 1, 2018, the requisite consents from lenders under its 2017 Senior Secured Revolving Facility
Agreement in relation to entering into the 2018 Subordinated Revolving Facility Agreement. Interxion remained in full compliance with all its covenants. In addition, the Company does not anticipate, in the next twelve months, any breach or failure
that would negatively impact its ability to borrow funds under the Revolving Facility Agreements.
The Senior Secured Notes due 2020
Indenture contains covenants for the benefit of the holders of the Notes that restrict, among other things and subject to certain exceptions, the ability of the Company and its subsidiaries to:
|
|
|
enter into certain transactions with, or for the benefit of, an affiliate;
|
|
|
|
create or incur certain liens;
|
F-47
|
|
|
incur changes in control;
|
|
|
|
pay dividends or make certain distributions or payments;
|
|
|
|
engage in any business activity not authorized by the Indenture;
|
|
|
|
sell certain kinds of assets;
|
|
|
|
impair any security interest on the assets serving as collateral for the Notes;
|
|
|
|
enter into any sale and leaseback transaction;
|
|
|
|
make certain investments or other types of restricted payments;
|
|
|
|
designate unrestricted subsidiaries;
|
|
|
|
effect mergers, consolidations or sale of assets; and
|
|
|
|
guarantee certain debt.
|
The restrictive covenants are subject to customary exceptions and are
governed by a consolidated fixed-charge ratio to exceed 2.00 and a consolidated senior leverage ratio (net of cash and cash equivalents) not to exceed 4.00. The breach of any of these covenants by the Company could result in a default under the
Indenture. Interxion remained in full compliance with all its covenants. The Companys consolidated fixed charge ratio stood at 4.92 (2016: 4.51; 2015: 5.14) and both the net debt ratio and the leverage ratio financial covenant stood at 3.60
(2016: 3.26; 2015: 2.94).
Financial lease liabilities
Financial lease liabilities relate to the acquisition of property, plant and equipment with the following payment schedule:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
(000)
|
|
Gross lease liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Within one year
|
|
|
4,389
|
|
|
|
4,346
|
|
|
|
2,990
|
|
Between 1 and 5 years
|
|
|
29,625
|
|
|
|
31,904
|
|
|
|
30,230
|
|
More than 5 years
|
|
|
36,478
|
|
|
|
39,144
|
|
|
|
20,024
|
|
|
|
|
70,492
|
|
|
|
75,394
|
|
|
|
53,244
|
|
Interest
|
|
|
|
|
|
|
|
|
|
|
|
|
Within one year
|
|
|
3,693
|
|
|
|
3,898
|
|
|
|
3,374
|
|
Between 1 and 5 years
|
|
|
10,218
|
|
|
|
11,897
|
|
|
|
11,129
|
|
More than 5 years
|
|
|
5,454
|
|
|
|
7,881
|
|
|
|
4,159
|
|
|
|
|
19,36519
|
|
|
|
23,676
|
|
|
|
18,662
|
|
Present value of minimum lease payments
|
|
|
|
|
|
|
|
|
|
|
|
|
Within one year
|
|
|
696
|
|
|
|
448
|
|
|
|
(384
|
)
|
Between 1 and 5 years
|
|
|
19,407
|
|
|
|
20,007
|
|
|
|
19,101
|
|
More than 5 years
|
|
|
31,024
|
|
|
|
31,263
|
|
|
|
15,865
|
|
|
|
|
51,127
|
|
|
|
51,718
|
|
|
|
34,582
|
|
In September 2015, the Group entered into a contract to lease the properties related to the AMS8 data center.
The lease, which covers land and building, commenced during the third quarter of 2016. The land component has been treated as an operating lease, the building as a finance lease. As at December 31, 2017, the carrying value of the building
amounted to 16.8 million.
In August 2014, the Group exercised its option to purchase the AMS7 data center land and building.
The actual legal transaction will become effective in 2023. As a result of this modification, in accordance with IAS17, as of 22 August 2014, the lease, which was previously reported as an operating lease is reported as a financial lease. The
carrying amount of the land amounts to 5.8 million, the carrying value of the building amounted to 6.7 million. The actual legal transfer of ownership will become effective in 2023.
F-48
In December 2012, the Group exercised its option to purchase the PAR7 data center land. The
actual legal transaction will come into effect in 2019. As a result of this modification, in accordance with IAS17, as of December 20, 2012, the lease, which was previously reported as an operating lease is treated as a financial lease. The
carrying amount of the land amounts to 20.9 million.
Other loans
Until 2016, the Group had a loan facility with the landlord of one of its unused data center sites in Germany to allow the Group to invest in
improvements to the building to meet the requirements of
sub-lessees.
The loan bore interest at 6% per annum and was repaid in 2016. As at December 31, 2015, the balance of the landlord loan was
1.6 million.
Credit risk
Exposure to credit risk
The carrying
amount of financial assets represents the maximum credit exposure. The total balance exposed to credit risk at the reporting date was:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
(000)
|
|
Trade receivables
|
|
|
113,518
|
|
|
|
91,451
|
|
|
|
79,128
|
|
Accrued revenue
|
|
|
36,575
|
|
|
|
34,560
|
|
|
|
39,442
|
|
Rental and other supplier deposits
|
|
|
3,736
|
|
|
|
3,056
|
|
|
|
2,929
|
|
Other investments
|
|
|
3,693
|
|
|
|
1,942
|
|
|
|
|
|
Collaterized cash
|
|
|
4,053
|
|
|
|
3,729
|
|
|
|
4,868
|
|
Cash and cash equivalents
|
|
|
38,484
|
|
|
|
115,893
|
|
|
|
53,686
|
|
|
|
|
200,059
|
|
|
|
250,631
|
|
|
|
180,053
|
|
The Group seeks to minimize the risk related to cash and cash equivalents by holding cash as widely as
possible across multiple bank institutions. Term risk is limited to deposits of no more than two weeks. The Group monitors its cash position, including counterparty and term risk, daily.
The Group seeks to minimize the credit risk related to customers by analyzing new customers individually for creditworthiness before it begins
to trade. If customers are independently rated, these ratings are used. If there is no independent rating, the credit quality of the customer is analyzed taking its financial position, past experience and other factors into account.
The Groups largest financial asset balance exposed to credit risk is with a financial institution, one of the Companys
relationships banks, which accounts for approximately 16% of the 200.1 million total balance exposed to credit risk as at December 31, 2017.
The Groups largest customer balance exposed to credit risk is with a customer, serviced from multiple locations under multiple service
contracts, which accounts for approximately 19% of the total balance exposed to credit risk as at December 31, 2017.
The maximum
credit exposure on the trade receivables is reduced by the deferred revenue balance of 80.8 million, as presented in Note 18 (2016: 70.3 million and 2015: 66.0 million).
F-49
The exposure to credit risk for trade receivables at the reporting date by geographic region was:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
(000)
|
|
UK, France, Germany and The Netherlands
|
|
|
88,634
|
|
|
|
71,099
|
|
|
|
62,448
|
|
Rest of Europe
|
|
|
23,995
|
|
|
|
19,807
|
|
|
|
16,246
|
|
Corporate
|
|
|
889
|
|
|
|
545
|
|
|
|
434
|
|
|
|
|
113,518
|
|
|
|
91,451
|
|
|
|
79,128
|
|
The aging of trade receivables as at the reporting date was:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
Gross
|
|
|
Allowance
|
|
|
Gross
|
|
|
Allowance
|
|
|
Gross
|
|
|
Allowance
|
|
|
|
(000)
|
|
Not past due
|
|
|
88,530
|
|
|
|
|
|
|
|
69,771
|
|
|
|
|
|
|
|
66,016
|
|
|
|
|
|
Past due 030 days
|
|
|
9,448
|
|
|
|
|
|
|
|
12,027
|
|
|
|
|
|
|
|
7,569
|
|
|
|
|
|
Past due 31120 days
|
|
|
13,111
|
|
|
|
39
|
|
|
|
7,329
|
|
|
|
8
|
|
|
|
3,589
|
|
|
|
20
|
|
Past due 121 days1 year
|
|
|
2,295
|
|
|
|
223
|
|
|
|
2,358
|
|
|
|
234
|
|
|
|
1,797
|
|
|
|
111
|
|
More than 1 year
|
|
|
725
|
|
|
|
329
|
|
|
|
324
|
|
|
|
116
|
|
|
|
349
|
|
|
|
61
|
|
|
|
|
114,109
|
|
|
|
591
|
|
|
|
91,809
|
|
|
|
358
|
|
|
|
79,320
|
|
|
|
192
|
|
The movement in the allowance for impairment in respect of trade receivables during the year was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
(000)
|
|
Balance as at 1 January
|
|
|
358
|
|
|
|
192
|
|
|
|
273
|
|
Impairment loss recognized
|
|
|
316
|
|
|
|
285
|
|
|
|
144
|
|
Write-offs
|
|
|
(83
|
)
|
|
|
(119
|
)
|
|
|
(225
|
)
|
Balance as at 31 December
|
|
|
591
|
|
|
|
358
|
|
|
|
192
|
|
Based on historic default rates, the Group believes that no impairment allowance is necessary in respect of
trade receivables other than those that have been specifically provided for.
Liquidity risk
The following are the contractual maturities of financial liabilities, including interest payments and excluding the impact of netting
agreements.
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying
amount
|
|
|
Contractual
cash flows
|
|
|
Less than
1 year
|
|
|
Between
1 - 5 years
|
|
|
More than
5 years
|
|
|
|
(000)
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Secured Notes
|
|
|
628,141
|
|
|
|
737,500
|
|
|
|
37,500
|
|
|
|
700,000
|
|
|
|
|
|
Finance lease liabilities
|
|
|
51,127
|
|
|
|
70,492
|
|
|
|
4,389
|
|
|
|
29,625
|
|
|
|
36,478
|
|
Mortgages
|
|
|
53,640
|
|
|
|
59,684
|
|
|
|
9,380
|
|
|
|
33,149
|
|
|
|
17,155
|
|
2017 Senior Secured Revolving Facility
|
|
|
100,000
|
|
|
|
100,000
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
Trade and other payables
(1)
|
|
|
145,412
|
|
|
|
145,412
|
|
|
|
145,225
|
|
|
|
26
|
|
|
|
161
|
|
|
|
|
978,320
|
|
|
|
1,113,088
|
|
|
|
296,494
|
|
|
|
762,800
|
|
|
|
53,794
|
|
F-50
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying
amount
|
|
|
Contractual
cash flows
|
|
|
Less than
1 year
|
|
|
Between
1 - 5 years
|
|
|
More than
5 years
|
|
|
|
(000)
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Secured Notes
|
|
|
629,327
|
|
|
|
775,000
|
|
|
|
37,500
|
|
|
|
737,500
|
|
|
|
|
|
Finance lease liabilities
|
|
|
51,718
|
|
|
|
75,394
|
|
|
|
4,346
|
|
|
|
31,904
|
|
|
|
39,144
|
|
Mortgages
|
|
|
54,412
|
|
|
|
60,792
|
|
|
|
12,137
|
|
|
|
28,980
|
|
|
|
19,675
|
|
Trade and other payables
(1)
|
|
|
95,803
|
|
|
|
95,803
|
|
|
|
95,624
|
|
|
|
26
|
|
|
|
153
|
|
|
|
831,260
|
|
|
1,006,989
|
|
|
149,607
|
|
|
798,410
|
|
|
58,972
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying
amount
|
|
|
Contractual
cash flows
|
|
|
Less than
1 year
|
|
|
Between
1 - 5 years
|
|
|
More than
5 years
|
|
|
|
(000)
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Secured Notes
|
|
|
475,503
|
|
|
|
617,500
|
|
|
|
28,500
|
|
|
|
589,000
|
|
|
|
|
|
Finance lease liabilities
|
|
|
34,582
|
|
|
|
53,244
|
|
|
|
2,990
|
|
|
|
30,230
|
|
|
|
20,024
|
|
Mortgages
|
|
|
44,073
|
|
|
|
49,748
|
|
|
|
4,466
|
|
|
|
34,120
|
|
|
|
11,162
|
|
Other loans
|
|
|
1,605
|
|
|
|
1,629
|
|
|
|
1,629
|
|
|
|
|
|
|
|
|
|
Trade and other payables
(1)
|
|
|
89,743
|
|
|
|
89,743
|
|
|
|
89,743
|
|
|
|
|
|
|
|
|
|
|
|
|
645,506
|
|
|
|
811,864
|
|
|
|
127,328
|
|
|
|
653,350
|
|
|
|
31,186
|
|
Notes:
(1)
|
The carrying amount excludes accrued interest on Senior Secured Notes and mortgages, deferred revenues and rental holidays.
|
Market risk
Exposure to currency risk
The following significant exchange rates applied during the year:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average rate
|
|
|
Report date
mid-spot
rate
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
Euro
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GBP 1
|
|
|
1.141
|
|
|
|
1.220
|
|
|
|
1.379
|
|
|
|
1.126
|
|
|
|
1.167
|
|
|
|
1.357
|
|
CHF 1
|
|
|
0.897
|
|
|
|
0.918
|
|
|
|
0.937
|
|
|
|
0.855
|
|
|
|
0.931
|
|
|
|
0.923
|
|
DKK 1
|
|
|
0.134
|
|
|
|
0.134
|
|
|
|
0.134
|
|
|
|
0.134
|
|
|
|
0.135
|
|
|
|
0.134
|
|
SEK 1
|
|
|
0.104
|
|
|
|
0.106
|
|
|
|
0.107
|
|
|
|
0.102
|
|
|
|
0.104
|
|
|
|
0.109
|
|
Sensitivity analysis
A 10% strengthening of the euro against the following currencies at December 31, would have increased (decreased) equity and profit or
loss by approximately the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remained constant and was performed on the same basis for 2016 and 2015.
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
Profit or
loss
|
|
|
|
(000)
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
GBP
|
|
|
(5,148
|
)
|
|
|
(1,712
|
)
|
CHF
|
|
|
(4,755
|
)
|
|
|
(148
|
)
|
F-51
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
Profit or
loss
|
|
|
|
(000)
|
|
DKK
|
|
|
(2,512
|
)
|
|
|
(246
|
)
|
SEK
|
|
|
(1,348
|
)
|
|
|
(196
|
)
|
December 31, 2016
|
|
|
|
|
|
|
|
|
GBP
|
|
|
(3,490
|
)
|
|
|
(127
|
)
|
CHF
|
|
|
(4,990
|
)
|
|
|
(186
|
)
|
DKK
|
|
|
(2,268
|
)
|
|
|
(211
|
)
|
SEK
|
|
|
(1,179
|
)
|
|
|
38
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
GBP
|
|
|
(3,848
|
)
|
|
|
(1,290
|
)
|
CHF
|
|
|
(4,757
|
)
|
|
|
(148
|
)
|
DKK
|
|
|
(2,042
|
)
|
|
|
(186
|
)
|
SEK
|
|
|
(356
|
)
|
|
|
(137
|
)
|
A 10% weakening of the euro against the above currencies at December 31, would have had the equal, but
opposite, effect to the amounts shown above, on the basis that all other variables remained constant.
Interest rate risk
Profile
At the reporting date, the
interest rate profile of the Groups interest-bearing financial instruments was:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amount
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
(000)
|
|
Fixed-rate instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Secured Notes
|
|
|
628,141
|
|
|
|
629,327
|
|
|
|
475,503
|
|
Finance lease liabilities
|
|
|
51,127
|
|
|
|
51,718
|
|
|
|
34,582
|
|
Mortgages
|
|
|
4,927
|
|
|
|
5,400
|
|
|
|
5,870
|
|
Other loans
|
|
|
|
|
|
|
|
|
|
|
1,605
|
|
|
|
684,195
|
|
|
686,445
|
|
|
517,560
|
|
Variable-rate instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgages
|
|
|
48,713
|
|
|
|
49,012
|
|
|
|
38,203
|
|
2017 Senior Secured Revolving Facility
|
|
|
99,904
|
|
|
|
|
|
|
|
|
|
|
|
|
148,617
|
|
|
|
49,012
|
|
|
|
38,203
|
|
|
|
|
832,812
|
|
|
|
735,457
|
|
|
|
555,763
|
|
The mortgages on the PAR3 land, owned by Interxion Real Estate II Sarl, and the PAR5 land, owned by Interxion
Real Estate III Sarl have variable interest rates based on EURIBOR plus an individual margin ranging from 240 to 280 basis points. The interest rates have been fixed for 75% of the principal outstanding amount for a period of ten years, which has
been reflected in the table above.
Cash flow sensitivity analysis for fixed-rate instruments
The Group does not account for any fixed-rate financial assets and liabilities at fair value through profit and loss, and does not designate
derivatives (interest rate swaps) as hedging instruments under a fair value hedge accounting model. A change in interest rates at the end of the reporting period would, therefore, not affect profit or loss.
Cash flow sensitivity analysis for variable rate instruments
A change of 100 basis points in interest rates payable at the reporting date would have increased (decreased) equity and profit or loss by the
amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remained constant.
F-52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit or loss
|
|
|
Equity
|
|
|
|
100 bp
increase
|
|
|
100 bp
decrease
|
|
|
100 bp
increase
|
|
|
100 bp
decrease
|
|
|
|
(000)
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable rate instruments
|
|
|
(1,021
|
)
|
|
|
1,021
|
|
|
|
(76
|
)
|
|
|
76
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable rate instruments
|
|
|
(478
|
)
|
|
|
478
|
|
|
|
(84
|
)
|
|
|
84
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable rate instruments
|
|
|
(261
|
)
|
|
|
261
|
|
|
|
(91
|
)
|
|
|
91
|
|
Fair values and hierarchy
Fair values versus carrying amounts
As at
December 31, 2017, the market price of the 6.00% Senior Secured Notes due 2020 was 103.552 (2016: 105.045 and 2015: 105.780). Using this market price, the fair value of the Senior Secured Notes due 2020 would have been approximately
647.0 million, compared with their nominal value of 625.0 million. As at December 31, 2016, the value of the notes was 657.0 million compared with a nominal value of 625.0 million. As at
December 31, 2015 the value of the notes was 502.0 million compared with a nominal value of 475 million.
Until
2014, the Group had a financial asset carried at fair value, its investment in iStreamPlanet Inc. This investment was sold during 2015. In addition, 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 at 31 December 2017, the fair value of all mortgages was equal to their carrying amount of
53.6 million. As of 31 December 2017, the fair value of the financial lease liabilities was 54.3 million compared with its carrying amount of 51.1 million.
As at December 31, 2017, the fair value of the conversion option in the convertible loan to Icolo Ltd., was deemed nil.
Fair-value 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 as far as possible.
Fair values are categorized 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 categorized in its entirety at the same level of the fair-value hierarchy as the lowest level input that is significant to the entire measurement. The Company recognizes transfers between
levels of the fair-value hierarchy at the end of the reporting period during which the change has occurred.
F-53
The values of the instruments are:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying value
|
|
|
Fair value
|
|
|
|
(000)
|
|
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior secured notes 6.00% due 2020
|
|
|
(628,141
|
)
|
|
|
(647,000
|
)
|
|
|
|
|
|
|
|
|
2017 Senior Secured Revolving Facility
|
|
|
(99,904
|
)
|
|
|
|
|
|
|
(99,904
|
)
|
|
|
|
|
Finance leases
|
|
|
(51,127
|
)
|
|
|
|
|
|
|
(54,282
|
)
|
|
|
|
|
Mortgages
|
|
|
(53,640
|
)
|
|
|
|
|
|
|
(53,640
|
)
|
|
|
|
|
Other investments
|
|
|
3,693
|
|
|
|
|
|
|
|
3,693
|
|
|
|
|
|
Interest rate swap
|
|
|
(255
|
)
|
|
|
|
|
|
|
(255
|
)
|
|
|
|
|
Conversion option
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior secured notes 6.00% due 2020
|
|
|
(629,327
|
)
|
|
|
(657,000
|
)
|
|
|
|
|
|
|
|
|
Finance leases
|
|
|
(51,718
|
)
|
|
|
|
|
|
|
(55,625
|
)
|
|
|
|
|
Mortgages
|
|
|
(54,412
|
)
|
|
|
|
|
|
|
(54,412
|
)
|
|
|
|
|
Other investments
|
|
|
1,942
|
|
|
|
|
|
|
|
1,942
|
|
|
|
|
|
Interest rate swap
|
|
|
(367
|
)
|
|
|
|
|
|
|
(367
|
)
|
|
|
|
|
Conversion option
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior secured notes 6.00% due 2020
|
|
|
(475,503
|
)
|
|
|
(502,000
|
)
|
|
|
|
|
|
|
|
|
Finance leases
|
|
|
(34,582
|
)
|
|
|
|
|
|
|
(41,012
|
)
|
|
|
|
|
Mortgages
|
|
|
(44,073
|
)
|
|
|
|
|
|
|
(44,073
|
)
|
|
|
|
|
Interest rate swap
|
|
|
(321
|
)
|
|
|
|
|
|
|
(321
|
)
|
|
|
|
|
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.
The Level 3 financial asset represents the conversion option embedded in a USD 4.5 million convertible loan (mentioned in the
hierarchy table as Other investments) provided by Interxion Participation 1 B.V, of which USD 4.0 million was disbursed as at December 31, 2017. Interxion has the option to convert the loan into equity on the maturity date or
upon occurrence of an enforcement event. The value of the embedded conversion option was deemed nil as at 31 December 2017.
Capital management
The Boards policy is to maintain a strong capital base to maintain investor, creditor and market confidence and to sustain
future development of the business. The Board of Directors monitors the return on capital based on a ratio calculated as Total liabilities minus Cash and cash equivalents, divided by Shareholders equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
(000)
|
|
Total liabilities
|
|
|
1,105,343
|
|
|
|
933,896
|
|
|
|
744,647
|
|
Less: cash
|
|
|
(38,484
|
)
|
|
|
(115,893
|
)
|
|
|
(53,686
|
)
|
|
|
1,066,859
|
|
|
818,003
|
|
|
690,961
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
596,728
|
|
|
|
548,769
|
|
|
|
507,417
|
|
Ratio of Total liabilities minus Cash and cash equivalents, divided by
Shareholdersequity:
|
|
|
1.79
|
|
|
|
1.49
|
|
|
|
1.36
|
|
F-54
Summary of outstanding options and restricted shares as of December 31,
2017
The terms and conditions of the grants (excluding restricted shares and performance share grants), under the 2011 and 2013 Option
Plans with an USD exercise price, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant date
|
|
Employees entitled
|
|
Exercise
price in $
|
|
Outstanding
|
|
|
Exercisable
|
|
|
|
|
|
(in thousands)
|
|
2011
|
|
Senior employees
|
|
13.00-14.65
|
|
|
88
|
|
|
|
88
|
|
2012
|
|
Senior employees
|
|
20.50
|
|
|
1
|
|
|
|
1
|
|
2013
|
|
Senior employees
|
|
10.00-15.00
|
|
|
4
|
|
|
|
4
|
|
2014
|
|
Senior employees
|
|
17.50
|
|
|
82
|
|
|
|
77
|
|
2015
|
|
Senior employees
|
|
24.60-27.26
|
|
|
59
|
|
|
|
32
|
|
2016
|
|
Senior employees
|
|
27.14-34.00
|
|
|
74
|
|
|
|
26
|
|
2017
|
|
Senior employees
|
|
35.60-45.84
|
|
|
22
|
|
|
|
|
|
|
|
Total share options
|
|
|
|
|
330
|
|
|
|
228
|
|
Share options granted from 2011 onwards, under the 2011 and 2013 Option Plans, generally vest over four years
and can be exercised up to eight years after the grant date. Vesting typically is over a 4-year period with 25% vested after one year and the 6.25% per quarter thereafter. Options are settled with common shares of Interxion stock. If the employee is
terminated prior to the contractual term of the award, all unvested option are forfeited.
The number and weighted average exercise prices
of outstanding share options, post reverse stock-split, under the 2008 Option Plan with euro exercise prices are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average exercise price in
|
|
|
Number of options in thousands
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
Outstanding at 1 January
|
|
|
|
|
|
|
|
|
|
|
7.19
|
|
|
|
|
|
|
|
|
|
|
|
14
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
|
|
|
|
|
|
|
|
7.19
|
|
|
|
|
|
|
|
|
|
|
|
(14
|
)
|
Expired
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding 31 December
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable 31 December
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The number and weighted average exercise prices of outstanding share options under the 2011 and 2013 Option
Plans, excluding the restricted shares and performance share grants, with U.S. dollar exercise prices are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average exercise price in $
|
|
|
Number of options in thousands
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
Outstanding at 1 January
|
|
|
16.70
|
|
|
|
14.98
|
|
|
|
14.35
|
|
|
|
865
|
|
|
|
1,264
|
|
|
|
1,641
|
|
Granted
|
|
|
37.91
|
|
|
|
31.20
|
|
|
|
25.17
|
|
|
|
30
|
|
|
|
94
|
|
|
|
90
|
|
Exercised
|
|
|
14.13
|
|
|
|
14.90
|
|
|
|
14.23
|
|
|
|
(550
|
)
|
|
|
(479
|
)
|
|
|
(423
|
)
|
Expired
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
30.67
|
|
|
|
20.49
|
|
|
|
19.29
|
|
|
|
(15
|
)
|
|
|
(14
|
)
|
|
|
(44
|
)
|
Outstanding 31 December
|
|
|
22.30
|
|
|
|
16.70
|
|
|
|
14.98
|
|
|
|
330
|
|
|
|
865
|
|
|
|
1,264
|
|
Exercisable 31 December
|
|
|
18.34
|
|
|
|
14.22
|
|
|
|
14.24
|
|
|
|
228
|
|
|
|
689
|
|
|
|
1,030
|
|
F-55
The options outstanding at December 31, 2017 have a weighted average remaining contractual
life of 4.4 years (2016: 3.9 years and 2015: 4.2 years).
For the services delivered in 2014, a total of 9,980 restricted shares were
granted to the
Non-executive
Directors (1,996 restricted shares each). Of these shares, 3,992 were cancelled because two
Non-executive
Directors resigned before vesting.
The remaining 5,988 restricted shares vested as at June 30, 2015 and were issued and transferred to the
Non-executive
Directors in July 2015.
On June 30, 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 Interxion Holding N.V. 2013 Amended International Equity Based Incentive Plan (the 2013 Option Plan) to each of our
Non-executive
Directors (1,615 restricted
shares each) for their services to be provided for the period between the 2015 Annual General Meeting and the 2016 Annual General Meeting. A total of 6,460 restricted shares were granted.
On June 24, 2016, the Annual General Meeting of Shareholders approved the award of restricted shares, equivalent to a value of
40,000 under the terms and conditions of the 2013 Option Plan, to each of our
Non-executive
Directors (1,234 restricted shares each) for their services to be provided for the period between the 2016
Annual General Meeting and the 2017 Annual General Meeting. A total of 4,936 restricted shares were granted.
On 30 June 2017, the
Annual General Meeting of Shareholders approved the award of restricted shares equivalent to a value of 40,000 under the terms and conditions of the 2013 Option Plan to each of our
Non-executive
Directors (996 restricted shares each) for their services to be provided for the period between the 2017 Annual General Meeting and the 2018 Annual General Meeting. A total of 3,984 restricted shares were granted.
2015 Performance Share Awards
With
regard to the performance period of 2015, the Board of Directors approved the conditional award of performance shares in March 2015 for certain members of key management and the Executive Director under the terms and conditions of the Companys
2013 Amended International Equity Based Incentive Plan on the basis of the predetermined, on target equity value for 2015 and the Companys average share price during the month of January 2015. The actual initial award of 149,600 performance
shares, based on the level of the actual Company and individual performance from 1 January 2015 to 31 December 2015, was approved by the Board of Directors in February 2016.
With regard to the Executive Director, the first 50% (38,286 performance shares) of the initial award was approved at the 2016 Annual General
Meeting. Of these shares, 19,143 performance shares of the initial award vested on approval but were locked up until 31 December 2016 and 19,143 performance shares vested on 1 January 2017.
With retroactive effect, all performance shares from the 2015 conditional performance share award of our Executive Director that were unvested
at the time of the adoption of the 2017 Plan on May 13, 2017, are deemed to have been awarded under the terms and conditions of the 2017 Plan. As a result, 50% of the original 2015 conditional performance share award, 34,320 shares, is subject
to the terms of the 2017 Plan. In accordance with the rules of the plan, the shares are subject to the Companys three-year TSR performance relative to the three-year TSR performance of the constituents of the S&P SmallCap 600 over the
period 1 January 2015 through 31 December 2017.
Based on the Companys actual three-year TSR performance relative to the
three-year TSR performance of the constituents of S&P SmallCap 600 over the period 1 January 2015 through 31 December 2017, a final performance share award of 60,060 shares has been earned and approved by the Board in April 2018. The
final performance share award is subject to shareholder approval at the Annual General Meeting in 2018. Should the final performance share award be approved, the shares will vest in two equal instalments. The first instalment of 30,030 shares (50%
of the final performance share award) will vest upon approval at the Annual General Meeting, the second instalment of 30,030 shares (50% of the final performance share award) will vest on 1 January 2019.
With regard to key members of management, the first 50% of the initial award (36,514 performance shares) was awarded at the 2016 Annual
General Meeting. A number of 18,257 performance shares vested on award but were locked up until 31 December 2016 and 18,257 performance shares vested on 1 January 2017. The remaining 50% of the initial award (36,512 performance shares) was
subject to the Companys
two-year
TSR performance relative to the
two-year
performance of the S&P SmallCap 600 Index over the period 1 January 2015 through
31 December 2016.
F-56
The Companys actual
two-year
TSR performance relative to the
two-year
performance of the S&P SmallCap 600 Index over the period January 1, 2015 through 31 December 2016 was reviewed in March 2017. Based on the Companys relative TSR performance the
Compensation Committee approved a final performance share award of 33,292 performance shares. Of these performance shares, 50% (or 16,646 shares) will vest on May 4, 2018. Of the remaining 16,646 shares 10,642 shares will vest on 1 January
2019, as 6,004 of the 16,646 shares have been forfeited on January 31, 2018.
Upon a change of control and (1) in the event the
performance share plan or the individual award agreement is terminated, or (2) the management agreement or employment agreement between the participant and the company is terminated by the company other than for cause, or (3) the participant is
offered a position which is a material demotion to the current position, all performance shares will vest immediately and any lock up provisions will expire.
2016 Performance Share Awards
With
regard to the performance period of 2016, the Board of Directors approved the conditional award of performance shares in February 2016 for certain members of key management and the Executive Director under the terms and conditions of the
Companys 2013 Amended International Equity Based Incentive Plan on the basis of the predetermined
on-target
equity value for 2016 and the Companys average share price during the month of January
2016.
With regard to the Executive Director, with retroactive effect, all 61,469 performance shares from the 2016 conditional performance
share award are deemed to have been awarded under the terms and conditions of the 2017 Plan. In accordance with the rules of the 2017 Plan, these shares are subject to the Companys three-year TSR performance relative to the three-year TSR
performance of the constituents of the S&P SmallCap 600 over the period 1 January 2016 through 31 December 2018. The Companys actual three-year TSR performance relative to the three-year TSR performance of the constituents of the
S&P SmallCap 600 over the period 1 January 2016 through 31 December 2018 will be reviewed early 2019. The final award will be subject to Board approval and then Shareholder approval at the 2019 Annual General Meeting. Should it be
approved, 50% of the performance shares will vest upon approval at the Annual General Meeting and 50% will vest on 1 January 2020.
With regard to key members of management, an initial award of 76,456 performance shares was approved by the Compensation Committee in February
2017, based on the level of actual company- and individual performance from January 1, 2016, to December 31, 2016. The first 50% of the initial award (38,228 performance shares) was awarded after the 2017 Annual General Meeting. Of the
38,228 performance shares, 19,114 performance shares vested on award but were locked up until 31 December 2017 and 19,114 performance shares will vest on May 4, 2018.
Of the remaining 38,228 performance shares, 27,004 shares were subject to relative TSR performance adjustment, as 11,224 of the 38,228 shares
have been forfeited on January 31, 2018. The 27,004 shares were subject to the Companys
two-year
TSR performance relative to the
two-year
performance of
S&P SmallCap 600 Index over the period 1 January 2016 through 31 December 2017. The Companys actual
two-year
TSR performance relative to the performance of the S&P SmallCap 600 Index
over the period 1 January 2016 through 31 December 2017 was reviewed in January 2018. Based on the Companys relative TSR performance over the
two-year
performance period, a final performance
share award of 40,507 shares (150% of 27,004 shares) has been earned and approved by the Compensation Committee in April 2018. A portion equal to 50% of the final performance share award (20,255 shares) will vest on 1 January 2019 and 50% of
the final performance share award (20,252 shares) will vest on 1 January 2020.
Upon a change of control and (1) in the event the
performance share plan or the individual award agreement is terminated, or (2) the management agreement or employment agreement between the participant and the company is terminated by the company other than for cause, or (3) the participant is
offered a position which is a material demotion to the current position, all performance shares will vest immediately and any lock up provisions will expire.
2017 Performance Share Awards
With
regard to the performance period of 2017, the Board of Directors approved the conditional award of 108,213 performance shares in April 2017 for certain members of key management, under the terms and conditions of the Companys 2013 Amended
International Equity Based Incentive Plan, and for the Executive Director under the Companys 2017 Executive Director Long-Term Incentive Plan, on the basis of the predetermined
on-target
equity value for
2017 and the Companys average share price during the month of January 2017.
With regard to the Executive Director, in accordance
with the rules of the 2017 Plan, 100% of the conditional performance share award of 46,808 performance shares is subject to the Companys three-year TSR performance relative to the three-year TSR performance of the constituents of the S&P
SmallCap 600 over the period 1 January 2017 through 31 December 2019. The Companys actual three-year TSR performance relative to the three-year TSR performance of the constituents of the S&P SmallCap 600 over the period
1 January 2017 through 31 December 2019 will be reviewed in early 2020. The final award will be subject to Board and then Shareholder approval at the 2020 Annual General Meeting. Should it be approved, 50% of the performance shares will
vest upon approval at the Annual General Meeting and 50% will vest on 1 January 2021.
F-57
With regard to the 61,405 performance shares conditionally awarded to key members of management,
46,577 shares are subject to initial adjustment based on company and individual performance over the performance year 2017, as 14,828 of the 61,405 performance shares have been forfeited on January 31, 2018.
Based on the actual level of Company and individual performance from 1 January 2017 through 31 December 2017 an initial award of
48,720 performance shares has been earned and approved by the Compensation Committee in April 2018. The first 50% of the initial award (24,362 performance shares) will be awarded after the 2018 Annual General Meeting. Of the 24,362 performance
shares 12,181 shares will vest on award but will be locked up until 31 December 2018 and 12,181 performance shares will vest on 1 January 2019.
The remaining 50% of the initial award (24,358 performance shares) is subject to the Companys
two-year
TSR performance relative to the
two-year
performance of S&P SmallCap 600 Index over the period 1 January 2017 through 31 December 2018. The
Companys actual
two-year
TSR performance relative to the
two-year
performance of the S&P SmallCap 600 Index over the period January 1, 2017 through
31 December 2018 will be reviewed in early 2019. Subject to the Compensation Committees approval of the final performance share award, 50% of the final performance share award will vest on 1 January 2020, and 50% will vest on
1 January 2021.
Upon a change of control and (1) in the event the performance share plan or the individual award agreement is
terminated, or (2) the management agreement or employment agreement between the participant and the company is terminated by the company other than for cause, or (3) the participant is offered a position which is a material demotion to the current
position, all performance shares will vest immediately and any lock up provisions will expire.
In 2015, 75,000 restricted shares were
awarded to a key member of management (not the Executive Director) of which 25,000 vested in the first quarter of 2015. Half of the remaining 50,000 restricted shares vested on March 1, 2016 and the other 25,000 vested on March 1, 2017. On
a change of control, these restricted shares will vest immediately.
In 2016, 20,000 restricted shares were awarded to key members of
management (not the Executive Director) of which 5,000 vested in January 2017 and 5,000 vested in January 2018. The remaining 10,000 restricted shares will vest on 1 January 2019 (5,000 shares) and 2020 (5,000 shares). On a change of control,
these restricted shares will vest immediately.
In 2017, 10,000 restricted shares were awarded to a key member of management (not the
Executive Director) of which 5,000 shares vested in January 2018. The remaining 5,000 restricted shares will vest on 1 January 1, 2019. On a change of control, these restricted shares will vest immediately.
The number and weighted average fair value of restricted shares that were awarded as at December 31, 2017, 2016 and 2015 is broken down as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
Shares
|
|
|
Weighted
Average Grant
date value
(USD)
|
|
|
Shares
|
|
|
Weighted
Average Grant
date value
(USD)
|
|
|
Shares
|
|
|
Weighted
Average Grant
date value
(USD)
|
|
Outstanding 1 January
|
|
|
253
|
|
|
|
29.51
|
|
|
|
308
|
|
|
|
25.76
|
|
|
|
272
|
|
|
|
24.16
|
|
Granted
|
|
|
104
|
|
|
|
47.14
|
|
|
|
92
|
|
|
|
35.49
|
|
|
|
158
|
|
|
|
28.02
|
|
Vested
|
|
|
(147
|
)
|
|
|
27.84
|
|
|
|
(124
|
)
|
|
|
25.66
|
|
|
|
(118
|
)
|
|
|
25.05
|
|
Forfeited
|
|
|
(40
|
)
|
|
|
30.98
|
|
|
|
(23
|
)
|
|
|
23.67
|
|
|
|
(4
|
)
|
|
|
27.38
|
|
Outstanding at 31 December
|
|
|
170
|
|
|
|
41.39
|
|
|
|
253
|
|
|
|
29.51
|
|
|
|
308
|
|
|
|
25.76
|
|
Restricted share awards granted under the 2011 and 2013 Option Plans, generally vest over four years with 25%
of the award vesting each year. Restricted share awards are settled with common Interxion stock. If the employee is terminated prior to the contractual term of the award, all unvested restricted shares are forfeited. Restricted shares awarded to our
Non-executive Directors for their services, vest annually at the Annual General Meeting.
The restricted shares outstanding at
December 31, 2017 have a weighted average remaining contractual life of 2.5 years (2016: 1.9 years; 2015: 2.1 years).
F-58
The number and weighted average fair value of performance shares that were finally awarded as at
December 31, 2017, 2016 and 2015 is broken down as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
Shares
|
|
|
Weighted
Average Grant
date value
(USD)
|
|
|
Shares
|
|
|
Weighted
Average Grant
date value
(USD)
|
|
|
Shares
|
|
|
Weighted
Average Grant
date value
(USD)
|
|
Outstanding 1 January
|
|
|
253
|
|
|
|
27.92
|
|
|
|
129
|
|
|
|
23.94
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
62
|
|
|
|
38.80
|
|
|
|
196
|
|
|
|
30.42
|
|
|
|
163
|
|
|
|
24.33
|
|
Vested
|
|
|
(108
|
)
|
|
|
29.37
|
|
|
|
(72
|
)
|
|
|
27.63
|
|
|
|
(34
|
)
|
|
|
25.77
|
|
Forfeited
|
|
|
(3
|
)
|
|
|
21.20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at 31 December
|
|
|
204
|
|
|
|
30.55
|
|
|
|
253
|
|
|
|
27.92
|
|
|
|
129
|
|
|
|
23.94
|
|
The performance share plan was modified during 2017, see the disclosure on Executive Director Compensation,
which is included in Note 27 Related-party transactions, for details about the modification.
Employee expenses
In 2017, the Company recorded employee expenses of 9.9 million related to share-based payments (2016: 7.9 million and
2015: 9.0 million). The 2017 share-based payments related expenses include an amount of 1.0 million related to taxes and social security charges (2016: 0.2 million and 2015: 0.6 million).
The weighted average fair value at grant date of options granted during the period was determined using the Black-Scholes valuation model. The
following inputs were used:
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
Share price in at grant date
|
|
37.48-48.38
|
|
28.09-33.89
|
|
23.84-28.46
|
Exercise price in
|
|
31.68-39.08
|
|
24.27-30.47
|
|
21.61-24.95
|
Dividend yield
|
|
0%
|
|
0%
|
|
0%
|
Expected volatility
|
|
26%
|
|
30%
|
|
30%
|
Risk-free interest rate
|
|
1.8%-2.1%
|
|
1.2%
|
|
0.0%-0.4%
|
Expected life weighted average
|
|
5.1 years
|
|
5.0 years
|
|
5.1 years
|
The significant inputs into the model were:
|
|
|
expected volatility is based on a combination of the share performance of the Company over a five-year period;
|
|
|
|
the risk-free interest rate based on the yield on U.S. Treasury Strips with a maturity similar to the expected life of the options;
|
|
|
|
dividend yield is considered to be nil;
|
|
|
|
expected life is considered to be equal to the average of the share option exercise and vesting periods.
|
The weighted average fair value at grant date of the performance shares granted during the period was determined using the Monte Carlo
valuation model. In addition to the above-mentioned inputs a one year holding discount of 5.5% was used as input for the performance shares.
Change of
control clauses
Some awards to key management contain change of control clauses. Upon a change of control and (1) in the event the
performance share plan or the individual award agreement is terminated, or (2) the management agreement or employment agreement between the participant and the company is terminated by the company other than for cause, or (3) the participant is
offered a position which is a material demotion to the current position, all performance shares will vest immediately and any lock up provisions will expire.
Acquisition Interxion Science Park
On February 24, 2017, the Group completed the acquisition of 100% of the share capital of Vancis B.V. (Vancis), a company that
historically provided colocation services from a data center at Science Park, Amsterdam, The Netherlands, and a satellite facility in Almere, The Netherlands. After the acquisition, Vancis B.V. was renamed InterXion Science Park B.V. Total
consideration was 77.5 million of cash, which was paid immediately upon completion. The transaction was accounted for as a business combination, which requires that assets acquired and liabilities assumed be recognized at their respective
fair values at the acquisition date.
F-59
The table below summarizes the purchase price allocation for the acquisition of Interxion Science
Park:
|
|
|
|
|
|
|
000
|
|
Property, plant and equipment
|
|
|
16,821
|
|
Trade receivables
(1)
|
|
|
1,165
|
|
Other current assets
|
|
|
959
|
|
Trade payables and other liabilities
|
|
|
(1,249
|
)
|
Provisions
|
|
|
(280
|
)
|
Goodwill
|
|
|
38,900
|
|
Customer portfolio
|
|
|
28,005
|
|
Deferred taxes
|
|
|
(6,804
|
)
|
Total purchase price
|
|
|
77,517
|
|
Notes:
(1)
|
Trade and other receivables represent contractual gross amounts less 30 thousand, which was determined to be uncollectible at the date of acquisition.
|
Goodwill is the excess consideration remaining after allocating the fair value of the other acquired assets and liabilities and represents
expected future economic benefits, to be achieved by operating a data center in close proximity to the virtual connectivity hub at Science Park, and is not expected to be deductible for tax purposes.
In connection with this acquisition, the Company recorded M&A transaction costs of approximately 1.2 million, which have been
included in General and administrative costs as incurred (0.5 million in 2017 and 0.7 million in 2016).
Since the acquisition date, Interxion Science Park contributed 6.5 million to total revenues and 0.1 million loss to the
Groups net income. If the acquisition had occurred on January 1, 2017, management estimates that consolidated revenue would have been 490.6 million, and net income for the period would have been 42.3 million.
Interxion Science Park is included in the Big4 segment.
Non-cancellable
operating lease
commitments
At December 31, the Group has future minimum commitments for
non-cancellable
operating leases with terms in excess of one year as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
(000)
|
|
Within 1 year
|
|
|
35,107
|
|
|
|
28,698
|
|
|
|
30,857
|
|
Between 1 and 5 years
|
|
|
136,143
|
|
|
|
118,115
|
|
|
|
125,243
|
|
After 5 years
|
|
|
189,298
|
|
|
|
171,313
|
|
|
|
181,059
|
|
|
|
|
360,548
|
|
|
|
318,125
|
|
|
|
337,159
|
|
The total gross operating lease expense for the year 2017 was 29.6 million (2016:
27.5 million and 2015: 27.0 million).
Future committed revenue receivable
The Group enters into initial contracts with its customers for periods of at least one year and generally between three and five years,
resulting in future committed revenues from customers. At December 31 the Group had contracts with customers for future committed revenue receivable as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
(000)
|
|
Within 1 year
|
|
|
327,500
|
|
|
|
296,600
|
|
|
|
275,400
|
|
Between 1 and 5 years
|
|
|
449,500
|
|
|
|
434,900
|
|
|
|
353,600
|
|
After 5 years
|
|
|
35,600
|
|
|
|
52,700
|
|
|
|
76,700
|
|
|
|
|
812,600
|
|
|
|
784,200
|
|
|
|
705,700
|
|
F-60
Commitments to purchase energy
Where possible, for its own use, the Group seeks to purchase power on fixed-price term agreements with local power supply companies in the
cities in which it operates. In some cases the Group also commits to purchase certain minimum volumes of energy at fixed prices. At December 31, the Group had entered into
non-cancellable
energy purchase
commitments as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
(000)
|
|
Within 1 year
|
|
|
41,500
|
|
|
|
39,100
|
|
|
|
36,400
|
|
Between 1 and 5 years
|
|
|
42,000
|
|
|
|
21,000
|
|
|
|
13,700
|
|
|
|
|
83,500
|
|
|
|
60,100
|
|
|
|
50,100
|
|
Other commitments
The Group has entered into several other commitments, which in general relate to operating expenses. As at December 31, 2017, the
outstanding commitments amount to 43.7 million (2016: 40.6 million, 2015: 29.5 million).
At December 31, 2017, the Group had outstanding capital
commitments totaling 285.9 million (2016: 114.1 million and 2015: 66.2 million). These commitments are expected to be settled in the following financial year. The increase results from the timing of expansion projects.
Guarantees
Certain of our subsidiaries have granted guarantees to our lending banks in relation to our borrowings. The Company has granted rent guarantees
to landlords of certain of the Groups property leases. Financial guarantees granted by the Groups banks in respect of leases amount to 5.1 million (2016: 4.6 million; 2015: 6.0 million). Furthermore, the
Company guaranteed a third-partys future payments in amount of 0.4 million. No other guarantees were granted (2016: 1.0 million and 2015: 0.1 million).
Site restoration costs
As at
December 31, 2017, the estimated discounted cost and recognized provision relating to the restoration of data center leasehold premises was 0.3m (2016: nil and 2015: 0.7 million).
In accordance with the Groups accounting policy site restoration costs have been provided in the financial statements only in respect of
premises where the liability is considered probable and the related costs can be estimated reliably. As at December 31, 2017, the Group estimated the possible liability to range from nil to 29.2 million (2016: nil to
24.7 million and 2015: nil to 23.2 million).
27
|
Related-party transactions
|
There are no material transactions with related parties,
other than those related to our investment disclosed in note 13 and the information disclosed below.
Key management compensation
The total compensation of key management, which was recognized in the consolidated income statement, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
(i)
|
|
|
2015
(i)
|
|
|
|
(000)
|
|
Short-term employee benefits (salaries and bonuses)
|
|
|
3,454
|
|
|
|
3,473
|
|
|
|
3,341
|
|
Post-employment benefits
|
|
|
62
|
|
|
|
74
|
|
|
|
43
|
|
Share-based payments
|
|
|
6,386
|
|
|
|
4,700
|
|
|
|
4,997
|
|
Total
|
|
|
9,902
|
|
|
|
8,247
|
|
|
|
8,381
|
|
F-61
Key managements share-based payment compensation is disclosed in Note 22.
(i)
|
Comparative figures for the years ended December 31, 2016 and 2015 were restated. For further information on the errors, see Notes 2 and 29 of these 2017 consolidated financial statements.
|
Remuneration of the Executive Director and
Non-executive
Directors of the Board
The aggregate reported compensation expense of our Executive Director and the
Non-Executive
Directors
of the Board for the years ended December 31, 2017, 2016 and 2015, is set forth below. The Share-based payment charges and the Total numbers included in the following tables are calculated in accordance with IFRS
accounting standards and reflect charges for both the shares that vested in the year as well as charges for shares that are scheduled to vest in future years.:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
|
Salaries
|
|
|
Bonus
|
|
|
Share-
based
payment
charges
|
|
|
Total
|
|
|
|
(000)
|
|
D.C. Ruberg
|
|
|
590
|
1
|
|
|
668
|
2
|
|
|
4,198
|
|
|
|
5,456
|
|
F. Esser
|
|
|
65
|
|
|
|
|
|
|
|
40
|
|
|
|
105
|
|
M. Heraghty
|
|
|
70
|
|
|
|
|
|
|
|
40
|
|
|
|
110
|
|
J.F.H.P. Mandeville
|
|
|
90
|
|
|
|
|
|
|
|
40
|
|
|
|
130
|
|
R. Ruijter
|
|
|
75
|
|
|
|
|
|
|
|
40
|
|
|
|
115
|
|
Total
|
|
|
890
|
|
|
|
668
|
|
|
|
4,358
|
|
|
|
5,916
|
|
F-62
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
|
2015
|
|
|
|
Salaries
|
|
|
Bonus
|
|
|
Share-
based
payment
charges
(i)
|
|
|
Total
|
|
|
Salaries
|
|
|
Bonus
|
|
|
Share-
based
payment
charges
(i)
|
|
|
Total
|
|
|
|
(000)
|
|
|
(000)
|
|
D.C. Ruberg
|
|
|
590
|
1
|
|
|
597
|
|
|
|
2,044
|
|
|
|
3,231
|
|
|
|
590
|
1
|
|
|
693
|
|
|
|
2,120
|
|
|
|
3,403
|
|
J.C. Baker
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
|
|
|
|
|
|
|
|
|
|
|
|
21
|
|
F. Esser
|
|
|
65
|
|
|
|
|
|
|
|
40
|
|
|
|
105
|
|
|
|
65
|
|
|
|
|
|
|
|
27
|
|
|
|
92
|
|
M. Heraghty
|
|
|
70
|
|
|
|
|
|
|
|
40
|
|
|
|
110
|
|
|
|
68
|
|
|
|
|
|
|
|
27
|
|
|
|
95
|
|
J.F.H.P. Mandeville
|
|
|
115
|
3
|
|
|
|
|
|
|
40
|
|
|
|
155
|
|
|
|
40
|
|
|
|
|
|
|
|
27
|
|
|
|
67
|
|
R.M. Manning
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17
|
|
|
|
|
|
|
|
|
|
|
|
17
|
|
R. Ruijter
|
|
|
75
|
|
|
|
|
|
|
|
40
|
|
|
|
115
|
|
|
|
73
|
|
|
|
|
|
|
|
65
|
|
|
|
138
|
|
Total
|
|
|
915
|
|
|
|
597
|
|
|
|
2,204
|
|
|
|
3,716
|
|
|
|
874
|
|
|
|
693
|
|
|
|
2,266
|
|
|
|
3,833
|
|
1
|
Includes allowance of 40,000.
|
2
|
Based on performance achievements during 2017, this amount is calculated as 121.4% of base salary.
|
3
|
Includes 25,000 that has additionally been awarded in relation to the period of July 1, 2015 December 31, 2015.
|
(i)
|
Comparative figures for the years ended December 31, 2016 and 2015 were restated. For further information on the errors, see Notes 2 and 29 of these 2017 consolidated financial statements.
|
In 2017, 3,984 restricted shares were granted to the
Non-executive
Directors (996 restricted shares
each). Costs related to these grants are reflected as part of share-based payment charges.
The goal of the Companys remuneration
policy is to provide remuneration to its Directors in a form that will attract, retain and motivate qualified industry professionals in an international labor market, and to align the remuneration of the Directors with their short- and long-term
performance as well as with interests of the stakeholders of the Company. The compensation of our Directors will be reviewed regularly.
Executive
Director Compensation
The total direct compensation program for our Executive Director consists of (i) a base salary, (ii) short-term
incentives (STI) in the form of an annual cash bonus, (iii) long term incentives (LTI) in the form of performance shares, and (iv) perquisites consisting of a car allowance. Our goal is to provide the Executive
Director with a base salary around the 50
th
percentile and STI and LTI in the range of the 50
th
to 75
th
percentile of our peer group discussed below.
Overall, for 2015, 2016, and 2017, at risk compensation
was 79% of total compensation at target and 86% of total compensation at maximum
pay-out
of both STI and LTI. The ultimate value of the annual LTI award to the Executive Director is dependent on (1) the
number of shares actually earned based on the Companys relative TSR performance against the constituents of the S&P SmallCap 600 and (2) the Companys share price on the date of determination. The charts below have been based on
(i) the number of shares awarded at target and at maximum
pay-out
of 175% of the number of shares awarded at target and (ii) are valued using the Companys share price on the date of the
conditional award. These charts do not take into account any appreciation or depreciation of the Company share price that may occur over the performance period.
F-63
The Company operates in a highly competitive and fast-growing environment where most of our peers are U.S. headquartered
companies. We therefore fashion our compensation structures and pay mix to blend both European and U.S. practices. We assess the compensation of the Executive Director against the compensation of executive directors at peer companies based on data
provided by Mercer. Our peer group consists of the companies listed below, most of which have European operations and with whom we compete for talent and/or customers and capital. The benchmarking analysis takes into consideration the relative
Company size, the Companys European aspects, and the growth trajectory of our Company. We benchmark our compensation levels every three years, under the guidance of the Compensation Committee, with the most recent analysis performed by Mercer
in March 2017.
Our peer group consists of the following companies:
|
|
|
|
|
Akamai Technologies
|
|
Dupont Fabros
Technologies
1)
|
|
Red Hat
|
Autodesk
|
|
Equinix
|
|
Synopsys
|
Coresite Realty
|
|
F5 Networks
|
|
Trimble Navigation
|
CyrusOne
|
|
Factset Research Systems
|
|
|
Digital Realty
Trust
1)
|
|
Internap Network Services
|
|
|
1)
|
In the course of 2017, Dupont Fabros Technologies was acquired by Digital Realty.
|
F-64
Short Term Incentive
The STI plan for our Executive Director provides for an annual cash bonus. The annual at target value of the cash bonus is 110% of base salary (the
Target Cash Bonus) for 2017 (compared to 100% of base salary for 2015 and 2016), with a maximum
pay-out
opportunity of 145% of the Target Cash Bonus. The actual
pay-out
from the STI plan depends on the achievement of Revenue, Adjusted EBITDA Margin, and individual objectives, all measured over the performance year. These performance objectives are set each year by the
Compensation Committee at the beginning of the performance period and are based on the Companys operating plan. Individual objectives are focused on internal organisational improvements.
The performance achievement on each of these measures, together with their weighting, determine the
pay-out
of the
cash bonus in accordance with the table below.
Pay-out
as % of Target Cash Bonus
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pay-out
at
Threshold
Performance
|
|
|
Pay-out
at
Target
Performance
|
|
|
Pay-out
at
Maximum
Performance
|
|
Revenue
|
|
|
0
|
%
|
|
|
40
|
%
|
|
|
60
|
%
|
Adjusted EBITDA Margin
|
|
|
0
|
%
|
|
|
40
|
%
|
|
|
60
|
%
|
Individual Performance Objectives
|
|
|
0
|
%
|
|
|
20
|
%
|
|
|
25
|
%
|
Pay-out
as % of at target cash bonus
|
|
|
0
|
%
|
|
|
100
|
%
|
|
|
145
|
%
|
The cash bonus is paid once Shareholders approve the annual accounts for the performance year at the Annual General Meeting in
the following year.
Long Term Incentive
On
May 13, 2017 the Board adopted the InterXion Holding N.V. 2017 Executive Director Long-Term Incentive Plan (the 2017 Plan). The 2017 Plan provides for a number of changes in our Executive Directors long-term incentive plan to
align his long-term incentive compensation (as formerly awarded under the terms and conditions of the InterXion Holding N.V. 2013 Amended International Equity Based Incentive Plan, the 2013 Plan) with best practices. The main changes are
listed below:
|
|
|
Disconnected long-term incentive compensation from short-term Company performance by making 100% of the annual conditional performance share awards to our Executive Director subject to relative total shareholder return
(TSR) performance only.
|
|
|
|
Extended the relative TSR performance period from two to three years.
|
|
|
|
Changed the way performance is measured, moving from measuring the Companys TSR performance against the performance of the S&P SmallCap 600 Index, to measuring our TSR performance against the TSR performance
of the constituents of the S&P SmallCap 600, based on a percentile ranking approach. Given the unique nature of our business and the number of direct peers in our industry, we consider the S&P SmallCap 600 to be the appropriate comparator
group.
|
|
|
|
The value of the award at target was not changed. The maximum
pay-out
opportunity was increased from 150% to 175% of the at target award as the result of the plan amendment, and
this award adjustment is a consequence of longer and more rigorous performance conditions.
|
The 2017 Plan has a four-year vesting period
with no additional holding requirements. The Compensation Committee carefully considered whether implementation of a holding period or stock ownership requirement was appropriate at the time of the adoption of the plan. Considering that our
Executive Director has a substantial personal shareholding in the Companys shares, the Committee decided that such provisions are not currently necessary. The Board and the Compensation Committee are constantly striving to ensure strong
alignment of our Executive Directors interests with long-term shareholder value throughout his employment with the Company and will keep this matter under regular review.
The 2017 Plan does not increase the total number of shares that may be granted to the Executive Director, but rather the 2017 Plan will share in the same
share pool that remains available for grant under the 2013 Plan.
The terms and conditions of the 2017 Plan not only apply to the 2017 conditional
performance share award and future awards to our Executive Director, but also retroactively to shares from the conditional performance share awards made to the Executive Director in 2015 and 2016, that were unvested at the time of the adoption of
the 2017 Plan.
Pursuant to the 2017 Plan, performance shares are conditionally awarded on an annual basis at the beginning of each performance year. The
annual at target value of the conditional performance share award to our Executive Director in 2015, 2016 and 2017 was 300% of base salary. The number of performance shares conditionally awarded per annum is determined by the annual at target value
of the conditional award and the January average Company share price and USD/EUR exchange rate in the first performance year (conditional award year).
F-65
The conditional performance share award to the Executive Director is granted at target and subject to the
Companys TSR performance relative to the TSR performance of the constituents of the S&P Small Cap 600 over a three-year period. The three-year performance period runs from January 1 in the first performance year through December 31
st
in the third performance year. The basis for the performance achievement calculation is the average closing share price in the month of January in the first performance year, and the average closing
share price in the month of December in the third performance year. Performance is measured based on a percentile ranking basis, with
pay-outs
in accordance with the
performance/pay-out
table below:
|
|
|
TSR Performance Categories
(S&P SmallCap 600 Constituents)
|
|
Adjustment to the number of Performance Shares
Conditionally Awarded
|
75
th
Percentile or greater
|
|
x 1.75
|
50
th
Percentile
|
|
x 1.00
|
25
th
Percentile
|
|
x 0.25
|
Less than 25
th
Percentile
|
|
x 0.00
|
For performance between percentile levels shown,
pay-outs
are linearly interpolated.
Subject to the relative TSR performance threshold being met, the performance shares will vest in two equal instalments. The first instalment (50% of the
final performance share award) will vest upon approval at the Annual General Meeting in the year following the end of the three-year performance period. The second instalment (50% of the final performance share award) will vest on the fourth
anniversary of the conditional award.
Upon a change of control AND (1) in the event the performance share plan or the individual award agreement is
terminated, or (2) the management agreement between the Executive Director and the Company is terminated by the Company other than for cause, or (3) the Executive Director is offered a position which is a material demotion to the current
position, all performance shares will vest immediately.
Upon retirement, permanent disability or death of the Executive Director, all outstanding and
unvested portions of awards will be
pro-rated
for the period served during the performance period. The
pro-rated
number of shares will then be adjusted for relative TSR
performance over the three-year performance period, and vest in accordance with the vesting schedule of the plan.
In the event the management agreement
between the Executive Director and the Company is terminated for cause, all vested and unvested parts of awards made pursuant to the 2017 Plan will be forfeited immediately.
Potential Compensation
Pay-Outs
The tables below summarise our Executive Directors at target and maximum total direct compensation in 2015, 2016 and 2017 (amounts in 000).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015 & 2016
Annual at target amounts
|
|
2017
Annual at target amounts
|
Base Salary
|
|
|
550
|
|
|
|
|
|
550
|
|
|
|
Car Allowance
|
|
|
40
|
|
|
|
|
|
40
|
|
|
|
STI: Cash Bonus
|
|
|
550
|
|
|
(100% of Base Salary)
|
|
|
605
|
|
|
(110% of Base Salary)
|
LTI: Performance Shares
|
|
|
1,650
|
|
|
(300% of Base Salary)*
|
|
|
1,650
|
|
|
(300% of Base Salary)
|
Total direct compensation
|
|
|
2,790
|
|
|
|
|
|
2,845
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015 & 2016
Annual maximum amounts
|
|
2017
Annual maximum amounts
|
Base Salary
|
|
|
550
|
|
|
|
|
|
550
|
|
|
|
Car Allowance
|
|
|
40
|
|
|
|
|
|
40
|
|
|
|
STI: Cash Bonus
|
|
|
798
|
|
|
(145% of at target bonus)
|
|
|
877
|
|
|
(145% of at target bonus)
|
LTI: Performance Shares
|
|
|
2,887
|
|
|
(175% of at target award in # shares)*
|
|
|
2,887
|
|
|
(175% of at target award in # shares)
|
Total direct compensation
|
|
|
4,275
|
|
|
|
|
|
4,354
|
|
|
|
*
|
For the years 2015 and 2016, the tables provide the at target and maximum values at award date of the conditional performance share awards made in these years. Of the 68,639 performance shares that were conditionally
awarded in 2015, 38,286 shares from this award have vested following the initial adjustment in 2016 of the number of performance shares (in accordance with the terms and conditions of the previous long-term incentive plan), and shareholder approval
at the 2016 Annual General Meeting. The unvested portion of 34,320 shares (50%) of the 2015 conditional performance share award is subject to the terms and conditions of the 2017 Plan. The 61,469 performance shares conditionally awarded in 2016 are
all subject to the terms and conditions of the 2017 Plan.
|
In April 2017 the Board approved an increase of the Target Cash Bonus from 100%
to 110% of annual base salary to align the cash bonus at target to common practice within our peer group, in accordance with our competitive positioning statement. There was no adjustment made to base salary.
F-66
The LTI values are the values at the date of award of the conditional performance share awards to the Executive
Director. These values have been based on the number of shares awarded at target and at maximum
pay-out
of 175% of the number of shares awarded at target, using the Company share price and USD/EUR exchange
rate on the date of the conditional award. These values do not take into account any appreciation or depreciation of the Company share price that may occur over the performance period.
The number of shares at target is derived from the annual at target LTI value of 300% of the Executive Directors base salary, and the January averages
of both the Company closing share price and the USD/EURO exchange rate in the conditional award year. The number of performance shares conditionally awarded in each of these award years are provided in the section below under 2015
2017 Long-Term Incentive Awards.
Actual Short-Term Incentive
Pay-Outs:
2015 Achievement Against Target
In 2015, the Target Cash Bonus for our Executive Director was 550,000, or 100% of base salary, with a maximum
pay-out
opportunity of 145% of the Target Cash Bonus. The table below sets out the performance targets set for 2015 and the achievement against them.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target
Weighting
|
|
|
Target
Performance
|
|
|
Actual
Performance
|
|
|
Pay-out
(% of at
target cash bonus)
|
|
Revenue (in million )
|
|
|
40
|
%
|
|
|
381.6
|
|
|
|
386.6
|
|
|
|
60
|
%
|
Revenue Growth
|
|
|
|
|
|
|
12.0
|
%
|
|
|
13.5
|
%
|
|
|
|
|
Adjusted EBITDA Margin
|
|
|
40
|
%
|
|
|
44.0
|
%
|
|
|
44.3
|
%
|
|
|
46
|
%
|
Individual Performance Objectives
|
|
|
20
|
%
|
|
|
|
|
|
|
Met
|
|
|
|
20
|
%
|
Overall Performance Achievement %
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
126.0
|
%
|
Based on actual performance delivered in the performance year 2015, a bonus
pay-out
of
693,000 (126.0% of the Target Cash Bonus) was approved by the Board in February 2016. The cash bonus was paid upon Shareholder approval of the 2016 annual accounts at the Annual General Meeting in June 2017. The Revenue and the Adjusted EBITDA
Margin targets were set for Revenue and Adjusted EBITDA based on the definition of these financial measures as set out in the Consolidated Financial Statements.
Actual Short-Term Incentive
Pay-outs:
2016 Achievement Against target
In 2016, the Target Cash Bonus for our Executive Director was 550,000, or 100% of base salary, with a maximum
pay-out
opportunity of 145% of the Target Cash Bonus. The table below sets out the performance targets set for 2016 and the achievement against them.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target
Weighting
|
|
|
Target
Performance
|
|
|
Actual
Performance
|
|
|
Pay-out
(% of at
target cash bonus)
|
|
Revenue (in million )
|
|
|
40
|
%
|
|
|
424.0
|
|
|
|
421.8
|
|
|
|
28.6
|
%
|
Revenue Growth
|
|
|
|
|
|
|
9.7
|
%
|
|
|
9.1
|
%
|
|
|
|
|
Adjusted EBITDA Margin
|
|
|
40
|
%
|
|
|
44.9
|
%
|
|
|
45.3
|
%
|
|
|
60
|
%
|
Individual Performance Objectives
|
|
|
20
|
%
|
|
|
|
|
|
|
Met
|
|
|
|
20
|
%
|
Overall Performance Achievement %
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
108.6
|
%
|
Based on actual performance delivered in the performance year 2016, a bonus
pay-out
of
597,143 (108.6% of the Target Cash Bonus) was approved by the Board in February 2017. The cash bonus was paid upon Shareholder approval of the 2016 annual accounts at the Annual General Meeting in June 2017. The Revenue and the Adjusted EBITDA
Margin targets were set for Revenue and Adjusted EBITDA based on the definition of these financial measures as set out in the Consolidated Financial Statements.
F-67
Actual Short-Term Incentive
Pay-outs:
2017 Achievement Against target
In 2017, the Target Cash Bonus for our Executive Director was 605,000, or 110% of base salary, with a maximum
pay-out
opportunity of 145% of the Target Cash Bonus. The table below sets out the performance targets set for 2017 and the achievement against them.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target
Weighting
|
|
|
Target
Performance
|
|
|
Actual
Performance
|
|
|
Pay-out
(% of at
target cash bonus)
|
|
Revenue (in million )
|
|
|
40
|
%
|
|
|
473.5
|
|
|
|
493.5
|
|
|
|
60.0
|
%
|
Revenue Growth
|
|
|
|
|
|
|
12.3
|
%
|
|
|
17.0
|
%
|
|
|
|
|
Adjusted EBITDA Margin
|
|
|
40
|
%
|
|
|
45.5
|
%
|
|
|
45.0
|
%
|
|
|
27.3
|
%
|
Individual Performance Objectives
|
|
|
20
|
%
|
|
|
|
|
|
|
115.0
|
%
|
|
|
23.0
|
%
|
Overall Performance Achievement %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
110.3
|
%
|
For 2017, the performance against the revenue and Adjusted EBITDA Margin target was calculated based on constant currency
Current and comparative prior period results for entities reporting in currencies other than Euro are converted into Euro using the YTD average exchange rates from the prior period rather than the actual exchange rates in effect during the current
period. Reported revenue and Adjusted EBITDA Margin were 489.3 million and 45.2%, respectively.
Based on actual performance delivered in the
performance year 2017, a bonus
pay-out
of 667,585 (110.3% of the Target Cash Bonus) was approved by the Board in April 2018. The cash bonus will be paid upon Shareholder approval of the 2017 annual
accounts at the Annual General Meeting in 2018.
2015 2017 Long-Term Incentive Awards
The following table provides the number of performance shares conditionally awarded in 2015, 2016 and 2017 and the number of shares that would would
potentially be awarded (subject to Board and Shareholder approval at the relevant Annual General Meeting) based on three-year relative TSR performance at the 25
th
, 50
th
, and 75
th
percentile performance of the constituents of the S&P SmallCap 600.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
# Performance shares
conditionally awarded*
|
|
|
# Performance shares to be awarded based on relative TSR
performance
|
|
Conditional award year
|
|
|
At 25
th
percentile
|
|
|
At 50% percentile
|
|
|
At 75
th
percentile
|
|
2015
|
|
|
34,320
|
**
|
|
|
8,580
|
|
|
|
34,320
|
|
|
|
60,060
|
|
2016***
|
|
|
61,469
|
|
|
|
15,367
|
|
|
|
61,469
|
|
|
|
107,571
|
|
2017***
|
|
|
46,808
|
|
|
|
11,702
|
|
|
|
46,808
|
|
|
|
81,914
|
|
*
|
Calculated based on the Companys January average closing share price of $27.95 (2015), $29.16 (2016) and $37.42 (2017).
|
**
|
The unvested portion (50%) of the 2015 conditional performance share award of 68,639 performance shares. 38,286 shares from the 2015 award have already vested following the initial adjustment in 2016 of the number of
performance shares (in accordance with the terms and conditions of the previous long-term incentive plan), and shareholder approval of the adjusted award at the Annual General Meeting in June 2016.
|
***
|
The final award determination of the performance shares conditionally awarded in 2016, will be determined early 2019, in accordance with the rules of the 2017 Plan. The final award determination of the performance
shares conditionally awarded in 2017 will be determined early 2020. The final performance share awards for the award years 2016 and 2017 will be subject to Board approval and then shareholder approval at the Annual General Meetings in 2019 and 2020,
respectively. Should the final relevant awards be approved, the shares will vest in two equal instalments. The first instalment (50% of the initial performance share award) will vest upon approval of the relevant Annual General Meeting, the second
instalment (50% of the final performance share award) will vest on January 1
st
of the following year.
|
F-68
With retroactive effect, all performance shares from the conditional performance share awards made in 2015 and
2016 that were unvested at the time of the adoption of the 2017 Plan are deemed to have been awarded under the terms and conditions of the 2017 Plan.
With respect to the 34,320 unvested performance shares from the 2015 conditional performance share award, the Companys three-year TSR performance
relative to the three-year TSR performance of the constituents of the S&P SmallCap 600 over the period January 1, 2015 through December 31, 2017 has been ranked at the 85
th
percentile.
The following table provides the Companys three-year TSR performance and the three-year TSR performance of the constituents of the
S&P SmallCap over the period January 1, 2015 through December 31, 2017.
|
|
|
|
|
|
|
Cumulative
TSR*
|
|
S&P SmallCap 600
|
|
|
|
|
75
th
Percentile
|
|
|
74
|
%
|
50
th
Percentile
|
|
|
32
|
%
|
25
th
Percentile
|
|
|
-9
|
%
|
INXN
|
|
|
105
|
%
|
*
|
Starting price is the average closing share price in the month of January 2015, ending price is the average closing share price in the month of December 2017. Includes share price appreciation/depreciation,
re-investment
of dividends and the compounding effect of dividends paid on
re-invested
dividends, all over the relevant performance period.
|
Based on the Companys actual three-year TSR performance relative to the three-year TSR performance of the constituents of S&P SmallCap 600 over the
period January 1, 2015 through December 31, 2017 and the
performance/pay-out
table in the 2017 Plan, a final performance share award has been calculated of 60,060 shares and approved by the Board in
April 2018. The final performance share award is subject to shareholder approval at the Annual General Meeting in 2018. Should the final performance share award be approved, the shares will vest in two equal instalments. The first instalment of
30,030 shares (50% of the final performance share award) will vest upon approval at the Annual General Meeting, the second instalment of 30,030 shares (50% of the final performance share award) will vest on January 1, 2019.
28
|
Events subsequent to the balance sheet date
|
On March 16, 2018 we entered into a
225.0 million unsecured subordinated revolving facility agreement (the 2018 Subordinated Revolving Facility Agreement) by and among InterXion Holding N.V. (the Company), ABN AMRO Bank N.V. and Bank of America
Merrill Lynch International Limited as arrangers and original lenders thereunder and ABN AMRO Bank N.V. as agent.
The 2018 Subordinated
Revolving Facility Agreement has an initial maturity date of December 31, 2018, with the Company having the option to extend the maturity date up to and including December 31, 2019 in accordance with the terms of the 2018 Subordinated
Revolving Facility Agreement. The 2018 Subordinated Revolving Facility Agreement initially bears interest at an annual rate equal to EURIBOR (subject to a zero percent floor) plus a margin of 3.00% per annum from the date of the 2018 Subordinated
Revolving Facility Agreement, subject to a margin ratchet pursuant to which the margin may increase thereafter on certain specified dates and subject to a maximum margin of 4.50% per annum.
The Company also received, on March 1, 2018, the requisite consents from lenders under its 2017 Senior Secured Revolving Facility
Agreement in relation to entering into the 2018 Subordinated Revolving Facility Agreement.
On February 20, 2018, the Company
received the requisite consents from lenders under its 2013 Super Senior Revolving Senior Revolving Facility Agreement to waive, from the date of such consent becoming effective and up to, and including, May 1, 2018, the undertaking requiring
certain material subsidiaries of the Company to accede to the 2013 Super Senior Revolving Facility Agreement as additional guarantors and, for the same period, to reduce the guarantor coverage threshold as a percentage of the groups
consolidated adjusted EBITDA (as more fully set out in the 2013 Super Senior Revolving Facility Agreement) from 85% to 80%. On April 19, 2018, the Company received the requisite consents from lenders under its 2013 Super Senior Revolving
Facility Agreement to extend the foregoing waivers, up to, and including, July 31, 2018
On February 19, 2018 the Company also
received the requisite consents from lenders under its 2017 Senior Secured Revolving Facility Agreement to extend the date by which certain subsidiaries of the Company are required to accede to the 2017 Senior Secured Revolving Facility Agreement as
guarantors to April 30, 2018. On April 20, 2018, the Company received the requisite consents from lenders under its 2017 Senior Secured Revolving Facility Agreement to extend the foregoing waivers, up to, and including, July 31, 2018.
F-69
During the preparation of the 2017 consolidated financial
statements, the Company became aware that the share-based payment expenses have not been properly recognized in accordance with IFRS 2, resulting in an understatement of such expenses in its Consolidated Financial Statements since 2014. The errors
have been corrected by restating each of the affected financial statement line items for prior periods, which corrections have been assessed to be immaterial to each of those prior periods. The following tables summarize the impacts on the
Companys Consolidated Financial Statements.
Consolidated statement of financial position
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1, 2015
|
|
Impact of correction of error
|
|
|
|
(000)
|
|
|
|
As previously
reported
|
|
|
Adjustments
|
|
|
As corrected
|
|
Total assets
|
|
|
1,173,103
|
|
|
|
|
|
|
|
1,173,103
|
|
Total liabilities
|
|
|
736,958
|
|
|
|
|
|
|
|
736,958
|
|
Share premium
|
|
|
495,109
|
|
|
|
634
|
|
|
|
495,743
|
|
Accumulated profit/(deficit)
|
|
|
(76,089
|
)
|
|
|
(634
|
)
|
|
|
(76,723
|
)
|
Others
|
|
|
17,125
|
|
|
|
|
|
|
|
17,125
|
|
Total Shareholders equity
|
|
|
436,145
|
|
|
|
|
|
|
|
436,145
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
|
Impact of correction of error
|
|
|
|
(000)
|
|
|
|
As previously
reported
|
|
|
Adjustments
|
|
|
As corrected
|
|
Total assets
|
|
|
1,252,064
|
|
|
|
|
|
|
|
1,252,064
|
|
Total liabilities
|
|
|
744,647
|
|
|
|
|
|
|
|
744,647
|
|
Share premium
|
|
|
507,296
|
|
|
|
2,520
|
|
|
|
509,816
|
|
Accumulated profit/(deficit)
|
|
|
(27,523
|
)
|
|
|
(2,520
|
)
|
|
|
(30,043
|
)
|
Others
|
|
|
27,644
|
|
|
|
|
|
|
|
27,644
|
|
Total Shareholders equity
|
|
|
507,417
|
|
|
|
|
|
|
|
507,417
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
Impact of correction of error
|
|
|
|
(000)
|
|
|
|
As previously
reported
|
|
|
Adjustments
|
|
|
As corrected
|
|
Total assets
|
|
|
1,482,665
|
|
|
|
|
|
|
|
1,173,103
|
|
Total liabilities
|
|
|
933,896
|
|
|
|
|
|
|
|
736,958
|
|
Share premium
|
|
|
519,604
|
|
|
|
4,067
|
|
|
|
523,671
|
|
Accumulated profit/(deficit)
|
|
|
12,360
|
|
|
|
(4,067
|
)
|
|
|
(8,293
|
)
|
Others
|
|
|
16,805
|
|
|
|
|
|
|
|
17,125
|
|
Total Shareholders equity
|
|
|
548,769
|
|
|
|
|
|
|
|
436,145
|
|
F-70
Consolidated income statement and consolidated statement of comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2015
|
|
Impact of correction of error
|
|
|
|
(000)
|
|
|
|
As previously
reported
|
|
|
Adjustments
|
|
|
As corrected
|
|
General and administrative costs
|
|
|
(132,505
|
)
|
|
|
(1,886
|
)
|
|
|
(134,391
|
)
|
Others
|
|
|
181,071
|
|
|
|
|
|
|
|
181,071
|
|
Net income
|
|
|
48,566
|
|
|
|
(1,886
|
)
|
|
|
46,680
|
|
Other comprehensive income/(loss, net of tax
|
|
|
10,459
|
|
|
|
|
|
|
|
10,459
|
|
Total comprehensive income attributable to shareholders
|
|
|
59,025
|
|
|
|
(1,886
|
)
|
|
|
57,139
|
|
Earnings per share attributable to shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share: ()
|
|
|
0.70
|
|
|
|
(0.03
|
)
|
|
|
0.67
|
|
Diluted earnings per share: ()
|
|
|
0.69
|
|
|
|
(0.03
|
)
|
|
|
0.66
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2016
|
|
Impact of correction of error
|
|
|
|
(000)
|
|
|
|
As previously
reported
|
|
|
Adjustments
|
|
|
As corrected
|
|
General and administrative costs
|
|
|
(137,010
|
)
|
|
|
(1,547
|
)
|
|
|
(138,557
|
)
|
Others
|
|
|
181,071
|
|
|
|
|
|
|
|
181,071
|
|
Net income
|
|
|
39,883
|
|
|
|
(1,547
|
)
|
|
|
38,336
|
|
Other comprehensive income/(loss), net of tax
|
|
|
(10,907
|
)
|
|
|
|
|
|
|
(10,907
|
)
|
Total comprehensive income attributable to shareholders
|
|
|
28,976
|
|
|
|
(1,547
|
)
|
|
|
27,429
|
|
Earnings per share attributable to shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share: ()
|
|
|
0.57
|
|
|
|
(0.03
|
)
|
|
|
0.54
|
|
Diluted earnings per share: ()
|
|
|
0.56
|
|
|
|
(0.02
|
)
|
|
|
0.54
|
|
Key management compensation (Note 27)
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2015
|
|
Impact of correction of error
|
|
|
|
(000)
|
|
|
|
As previously
reported
|
|
|
Adjustments
|
|
|
As corrected
|
|
Short-term employee benefits (salaries and bonuses)
|
|
|
3,341
|
|
|
|
|
|
|
|
3,341
|
|
Post-employment benefits
|
|
|
43
|
|
|
|
|
|
|
|
43
|
|
Share-based payments
|
|
|
3,381
|
|
|
|
1,886
|
|
|
|
5,267
|
|
|
|
|
6,765
|
|
|
|
1,886
|
|
|
|
8,651
|
|
F-71
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2016
|
|
Impact of correction of error
|
|
|
|
(000)
|
|
|
|
As previously
reported
|
|
|
Adjustments
|
|
|
As corrected
|
|
Short-term employee benefits (salaries and bonuses)
|
|
|
3,473
|
|
|
|
|
|
|
|
3,473
|
|
Post-employment benefits
|
|
|
74
|
|
|
|
|
|
|
|
74
|
|
Share-based payments
|
|
|
3,427
|
|
|
|
1,547
|
|
|
|
4,974
|
|
|
|
|
6,974
|
|
|
|
1,547
|
|
|
|
8,521
|
|
There is no impact on the Companys operating, investing or financing cash flows for the years ended
December 31, 2015 and December 31, 2016.
F-72
Grafico Azioni InterXion Holding NV (NYSE:INXN)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni InterXion Holding NV (NYSE:INXN)
Storico
Da Lug 2023 a Lug 2024