Delaware
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001-31989
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91-2145721
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(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number |
12120 Sunset Hills Road, Suite 330, Reston, Virginia
(Address of Principal Executive Offices) |
20190
(Zip Code) |
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Securities Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Securities Act (17 CFR 240.13e-2(c))
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Item 2.02 |
Results of Operations and Financial Condition
.
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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Item 7.01 |
Regulation FD Disclosure.
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Item 8.01 |
Other Events
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Item 9.01 |
Financial Statements and Exhibits.
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Exhibit No . |
Description
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10.1 |
Employment Agreement, dated December 13, 2018, by and between the Company and
Andrew G. Day. Filed herewith.
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10.2 |
Employment Letter, dated December 13, 2018, by and between the Company and James
C. Keeley. Filed herewith.
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10.3 |
Employment Letter, dated December 13, 2018, by and between the Company and
Richard P. Diegnan. Filed herewith.
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99.1 |
Press Release, dated December 18, 2018. Filed herewith.
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INTERNAP CORPORATION
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Date: December 18, 2018
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By:
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/s/ James C. Keeley
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James C. Keeley
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EVP and Chief Financial Officer
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New Role
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EVP & Chief Operating Officer
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Reporting To:
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Peter Aquino, President & CEO
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Effective Date
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December 13, 2018
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Current Base Salary:
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$335,000 CAD ($250,000 USD)
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New Base Salary:
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$402,152 CAD ($300,000 USD)
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Short Term Incentive Plan:
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You will be eligible to participate in the INAP Short Term Incentive Plan (“STIP”). Any payments that may be made to you will be based on INAP’s
achievement of goals approved by the Board of Directors. Your initial bonus opportunity under the Incentive Plan will be 60% of your actual earned annual base salary, subject to the terms of the Incentive Plan.
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LTIP/RSU:
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You will also be eligible for an annual grant in accordance with INAP’s 2018 Long Term Incentive Plan (“LTIP”), equal to 125% of your base salary at
the discretion of the Compensation Committee and based on performance. The annual grant will be subject to a three-year vest; no less than 50% of the grant will be subject to time, and 50% will be subject to performance as part of the
Compensation Committee’s approved metrics and the Committee’s discretion.
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Severance:
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You will also be eligible for: (i) severance equal to 12 months base salary upon a termination without cause; or (ii) severance equal to 12 months
base salary plus target bonus (as if met 100% of target bonus objectives) for a termination without cause in connection with a change of control. Change of Control shall mean the sale of all or substantially all the assets of the
Company; any merger, consolidation or acquisition of the Company with, by or into another corporation, entity or person; or any change in the ownership or more than fifty percent (50%) of the voting capital stock of the Company in one or
more related transactions that result in a termination without cause.
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/s/ Andrew Day
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/s/ Peter Aquino
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Andrew Day
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Peter Aquino, President & CEO
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New Role | EVP & Chief Financial Officer |
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Reporting To: | Peter Aquino, President & CEO |
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Effective Date | December 13, 2018 |
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Current Base Salary: | $275,000 |
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New Base Salary: | $275,000 |
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Short Term Incentive Plan: |
You will be eligible to participate in the INAP Short Term Incentive Plan (“STIP”). Any payments that may be made to you will be based
on INAP’s achievement of goals approved by the Board of Directors. Your initial bonus opportunity under the Incentive Plan will be 60% of your actual earned annual base salary, subject to the terms of the Incentive Plan.
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LTIP/RSU:
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You will also be eligible for an annual grant in accordance with INAP’s 2019 Long Term Incentive Plan (“LTIP”), equal to 125% of your base salary at the
discretion of the Compensation Committee and based on performance. The annual grant will be subject to a three-year vest; no less than 50% of the grant will be subject to time, and 50% will be subject to performance as part of the
Compensation Committee’s approved metrics and the Committee’s discretion.
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SEVERANCE:
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You will also be eligible for (i) severance equal to 12 months base salary upon a termination without cause; or (ii) severance equal to 12 months base salary
plus target bonus (as if met 100% of target bonus objectives) for a termination without cause in connection with a change of control. Change of Control shall mean the sale of all or substantially all the assets of the Company; any
merger, consolidation or acquisition of the Company with, by or into another corporation, entity or person; or any change in the ownership or more than fifty percent (50%) of the voting capital stock of the Company in one or more related
transactions that result in a termination without cause.
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/s/ James Keeley |
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/s/ Peter Aquino |
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James Keeley |
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Peter Aquino, President & CEO |
New Role | EVP & General Counsel and Corporate Secretary |
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Reporting To: | Peter Aquino, President & CEO |
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Effective Date | December 13, 2018 |
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Current Base Salary: | $225,000 |
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New Base Salary: | $250,000 (Effective1/1/2019) |
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Short Term Incentive Plan: |
You will be eligible to participate in the INAP Short Term Incentive Plan (“STIP”). Any payments that may be made to you will be based
on INAP’s achievement of goals approved by the Board of Directors. Your initial bonus opportunity under the Incentive Plan will be 60% of your actual earned annual base salary, subject to the terms of the Incentive Plan.
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LTIP/RSU:
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You will also be eligible for an annual grant in accordance with INAP’s 2019 Long Term Incentive Plan (“LTIP”), equal to 125% of your base salary at the
discretion of the Compensation Committee and based on performance. The annual grant will be subject to a three-year vest; no less than 50% of the grant will be subject to time, and 50% will be subject to performance as part of the
Compensation Committee’s approved metrics and the Committee’s discretion.
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SEVERANCE:
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You will also be eligible (i) severance equal to 12 months base salary upon a termination without cause; or (ii) severance equal to 12 months base salary plus
target bonus (as if met 100% of target bonus objectives) for a termination without cause in connection with a change of control. Change of Control shall mean the sale of all or substantially all the assets of the Company; any merger,
consolidation or acquisition of the Company with, by or into another corporation, entity or person; or any change in the ownership or more than fifty percent (50%) of the voting capital stock of the Company in one or more related
transactions that result in a termination without cause. All other terms regarding COBRA in your employment agreement dated 11/07/2016 shall remain in full force and effect.
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/s/ Richard Diegnan |
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/s/ Peter Aquino |
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Richard Diegnan |
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Peter Aquino, President & CEO
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- |
2019 Revenue Outlook to Increase to $325 Million - $335 Million, excluding Revenue from
Data Center and POP Asset Rationalization in 2018 to Improve Profitability.
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2019 Outlook for GAAP Net Loss of $(37) Million - $(47) Million, with Adjusted EBITDA
Increasing to $120 Million - $130 Million, or approximately 37% Margin for 2019, exiting towards 40% Margin.
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Opportunities to Maintain Relatively Lower CapEx between $40 Million - $50 Million
Fuels Organic Growth targets between 4-6% Enabled by Remaining Raised Floor Availability.
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INAP Plans to Refinance Debt to Gain Additional Flexibility, Subject to Market
Conditions
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Board Authorizes initial $5 Million, Share Repurchase Program.
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2019 Initiatives include Improved Portfolio Cost Savings, the Sale of Non-Core Assets,
and Corporate Development in Key Metro Markets in Demand for Data Center Services.
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Management to Hold Conference Call Today at 5 p.m. E.T.
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Richard Ramlall
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Carolyn Capaccio/Jody Burfening
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Chief Communications Officer INAP
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LHA
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404-302-9982
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212-838-3777
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ir@inap.com
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inap@lhai.com
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• |
Adjusted EBITDA is a non-GAAP measure and is GAAP net loss attributable to INAP shareholders plus depreciation and amortization, interest expense, provision (benefit) for
income taxes, other expense (income), (gain) loss on disposal of property and equipment, exit activities, restructuring and impairments, stock-based compensation, non-income tax contingency, strategic alternatives and related costs,
organizational realignment costs, pre-acquisition costs and claim settlement.
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• |
Adjusted EBITDA margin is Adjusted EBITDA as a percentage of revenues.
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•
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EBITDA is widely used by investors to measure a company’s operating performance without regard to items such as interest expense, income taxes,
depreciation and amortization, which can vary substantially from company-to-company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired; and
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•
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investors commonly adjust EBITDA information to eliminate the effect of disposals of property and equipment, impairments, restructuring and
stock-based compensation which vary widely from company-to-company and impair comparability.
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•
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as a measure of operating performance to assist in comparing performance from period-to-period on a consistent basis;
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•
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as a measure for planning and forecasting overall expectations and for evaluating actual results against such expectations; and
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•
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in communications with the board of directors, analysts and investors concerning our financial performance.
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Narrowed
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Guidance within
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|||||||||||||||||||||||||||||||||||||||
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Actual
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Previous Range
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2019 Guidance
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2017
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as of 11/1/2018
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as of 12/17/2018
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Low
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High
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Low
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High
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||||||||||||||||||||||||||||||||||||
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Amount
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Percent
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Amount
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Percent
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Amount
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Percent
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Amount
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Percent
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Amount
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Percent
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||||||||||||||||||||||||||||||
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Net revenues
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$
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281
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100.0
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%
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$
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320
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100.0
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%
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$
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324
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100.0
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%
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$
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325
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100.0
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%
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$
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335
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100.0
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%
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Net loss (GAAP) attributable to INAP Shareholders
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$
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(45
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)
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(16.0
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)%
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$
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(54
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)
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(16.9
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)%
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$
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(51
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)
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(15.7
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)%
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$
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(47
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)
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(14.5
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)%
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$
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(37
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)
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(11.0
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)%
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Add:
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||||||||||||||||||||||||||||||||||||||||
Depreciation and amortization
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75
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26.7
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%
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88
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27.5
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%
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88
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27.2
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%
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90
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27.7
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%
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90
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26.9
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%
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Interest expense
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51
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18.1
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%
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65
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20.3
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%
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65
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20.1
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%
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68
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20.9
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%
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68
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20.3
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%
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Provision for income taxes
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0
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0.0
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%
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0
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0.0
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%
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0
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0.0
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%
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0
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0.0
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%
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0
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0.0
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%
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Exit activities, restructuring and impairments
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6
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2.1
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%
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4
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1.3
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%
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4
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1.2
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%
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2
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0.6
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%
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2
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0.6
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%
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Stock-based compensation
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3
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1.1
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%
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4
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1.3
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%
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4
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1.2
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%
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5
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1.5
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%
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5
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1.5
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%
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Non-income tax contingency and acquisition costs
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1
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0.4
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%
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4
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1.3
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%
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4
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1.2
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%
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2
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0.6
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%
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2
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0.6
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%
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Other costs
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1
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0.4
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%
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0
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0.0
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%
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0
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0.0
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%
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0
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0.0
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%
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0
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0.0
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%
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Adjusted EBITDA (non-GAAP)
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$
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92
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32.7
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%
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$
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111
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34.7
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%
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$
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114
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35.2
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%
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$
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120
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36.9
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%
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$
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130
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38.8
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%
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