|
|
|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
Delaware
|
91-2145721
|
(State or Other Jurisdiction of
|
(I.R.S. Employer
|
Incorporation or Organization)
|
Identification No.)
|
Large accelerated filer
|
¨
|
Accelerated filer
|
ý
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
ý
|
|
|
Emerging growth company
|
¨
|
Title of each class
|
|
Trading Symbol
|
|
Name of each exchange on which registered
|
Common stock, $0.001 par value
|
|
INAP
|
|
Nasdaq Global Market
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
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||
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
Net revenues
|
|
$
|
73,564
|
|
|
$
|
74,201
|
|
|
|
|
|
|
||||
Operating costs and expenses:
|
|
|
|
|
|
|
||
Costs of sales and services, exclusive of depreciation and amortization
|
|
25,733
|
|
|
24,607
|
|
||
Costs of customer support
|
|
8,790
|
|
|
7,387
|
|
||
Sales, general and administrative
|
|
17,521
|
|
|
19,854
|
|
||
Depreciation and amortization
|
|
22,178
|
|
|
21,158
|
|
||
Exit activities, restructuring and impairments
|
|
1,416
|
|
|
(33
|
)
|
||
Total operating costs and expenses
|
|
75,638
|
|
|
72,973
|
|
||
(Loss) income from operations
|
|
(2,074
|
)
|
|
1,228
|
|
||
|
|
|
|
|
||||
Interest expense
|
|
17,447
|
|
|
15,604
|
|
||
Loss (gain) on foreign currency, net
|
|
204
|
|
|
(215
|
)
|
||
Total non-operating expenses
|
|
17,651
|
|
|
15,389
|
|
||
|
|
|
|
|
||||
Loss before income taxes and equity in earnings of equity-method investment
|
|
(19,725
|
)
|
|
(14,161
|
)
|
||
(Benefit) provision for income taxes
|
|
(103
|
)
|
|
100
|
|
||
|
|
|
|
|
||||
Net loss
|
|
(19,622
|
)
|
|
(14,261
|
)
|
||
Less net income attributable to non-controlling interests
|
|
22
|
|
|
27
|
|
||
Net loss attributable to INAP shareholders
|
|
(19,644
|
)
|
|
(14,288
|
)
|
||
Other comprehensive income:
|
|
|
|
|
|
|
||
Foreign currency translation adjustment
|
|
197
|
|
|
61
|
|
||
Total other comprehensive income
|
|
197
|
|
|
61
|
|
||
|
|
|
|
|
||||
Comprehensive loss
|
|
$
|
(19,447
|
)
|
|
$
|
(14,227
|
)
|
|
|
|
|
|
||||
Basic and diluted net loss per share
|
|
$
|
(0.83
|
)
|
|
$
|
(0.70
|
)
|
|
|
|
|
|
||||
Weighted average shares outstanding used in computing basic and diluted net loss per share
|
|
23,652
|
|
|
20,052
|
|
|
|
March 31,
2019 |
|
December 31, 2018
|
||||
ASSETS
|
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
8,266
|
|
|
$
|
17,823
|
|
Accounts receivable, net of allowance for doubtful accounts of $1,171 and $1,547, respectively
|
|
21,452
|
|
|
20,054
|
|
||
Contract assets
|
|
9,006
|
|
|
8,844
|
|
||
Prepaid expenses and other assets
|
|
7,890
|
|
|
7,377
|
|
||
Total current assets
|
|
46,614
|
|
|
54,098
|
|
||
|
|
|
|
|
||||
Property and equipment, net
|
|
229,185
|
|
|
478,061
|
|
||
Operating lease right-of-use assets
|
|
27,056
|
|
|
—
|
|
||
Finance lease right-of-use assets
|
|
236,077
|
|
|
—
|
|
||
Intangible assets, net
|
|
70,441
|
|
|
73,042
|
|
||
Goodwill
|
|
116,216
|
|
|
116,217
|
|
||
Contract assets
|
|
15,502
|
|
|
16,104
|
|
||
Deposits and other assets
|
|
7,251
|
|
|
7,409
|
|
||
Total assets
|
|
$
|
748,342
|
|
|
$
|
744,931
|
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
22,368
|
|
|
$
|
23,435
|
|
Accrued liabilities
|
|
14,178
|
|
|
15,540
|
|
||
Deferred revenues
|
|
7,881
|
|
|
8,022
|
|
||
Capital lease obligations
|
|
—
|
|
|
9,080
|
|
||
Term loan, less discount and prepaid costs of $4,058 and $4,036, respectively
|
|
299
|
|
|
321
|
|
||
Exit activities and restructuring liability
|
|
1,883
|
|
|
2,526
|
|
||
Short-term operating lease liabilities
|
|
5,400
|
|
|
—
|
|
||
Short-term finance lease liabilities
|
|
8,328
|
|
|
—
|
|
||
Other current liabilities
|
|
33
|
|
|
1,063
|
|
||
Total current liabilities
|
|
60,370
|
|
|
59,987
|
|
||
|
|
|
|
|
||||
Deferred revenues
|
|
341
|
|
|
511
|
|
||
Operating lease liabilities
|
|
24,149
|
|
|
—
|
|
||
Finance lease liabilities
|
|
262,632
|
|
|
—
|
|
||
Capital lease obligations
|
|
—
|
|
|
262,382
|
|
||
Term loan, less discount and prepaid costs of $8,472 and $9,508, respectively
|
|
415,226
|
|
|
415,278
|
|
||
Deferred tax liability
|
|
1,969
|
|
|
2,211
|
|
||
Other long-term liabilities
|
|
3,627
|
|
|
4,505
|
|
||
Total liabilities
|
|
768,314
|
|
|
744,874
|
|
||
Commitments and contingencies (Refer to Note 10)
|
|
|
|
|
|
|
||
Stockholders’ (deficit) equity:
|
|
|
|
|
|
|
||
Preferred stock, $0.001 par value; 5,000 shares authorized; no shares issued or outstanding
|
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value; 50,000 shares authorized; 26,746 and 25,455 shares outstanding, respectively
|
|
27
|
|
|
25
|
|
||
Additional paid-in capital
|
|
1,369,815
|
|
|
1,368,968
|
|
||
Treasury stock, at cost, 378 and 330, respectively
|
|
(7,914
|
)
|
|
(7,646
|
)
|
||
Accumulated deficit
|
|
(1,382,715
|
)
|
|
(1,363,019
|
)
|
||
Accumulated items of other comprehensive loss
|
|
(868
|
)
|
|
(1,065
|
)
|
||
Total INAP stockholders’ deficit
|
|
(21,655
|
)
|
|
(2,737
|
)
|
||
Non-controlling interests
|
|
1,683
|
|
|
2,794
|
|
||
Total stockholders’ (deficit) equity
|
|
(19,972
|
)
|
|
57
|
|
||
Total liabilities and stockholders’ (deficit) equity
|
|
$
|
748,342
|
|
|
$
|
744,931
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Shares
|
|
Par Value
|
|
Additional Paid-In Capital
|
|
Treasury Stock
|
|
Accumulated Deficit
|
|
Accumulated Items of Other Comprehensive Loss
|
|
Non-Controlling Interest
|
|
Total Stockholders' (Deficit) Equity
|
|||||||||||||||
Balance, December 31, 2017
|
20,804
|
|
|
$
|
21
|
|
|
$
|
1,327,084
|
|
|
$
|
(7,159
|
)
|
|
$
|
(1,323,723
|
)
|
|
$
|
(1,324
|
)
|
|
$
|
4,069
|
|
|
$
|
(1,032
|
)
|
Adoption of ASC 606
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,185
|
|
|
—
|
|
|
—
|
|
|
24,185
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,261
|
)
|
|
—
|
|
|
—
|
|
|
(14,261
|
)
|
|||||||
Net income attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
27
|
|
|
—
|
|
|||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61
|
|
|
—
|
|
|
61
|
|
|||||||
INAP Japan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(990
|
)
|
|
(990
|
)
|
|||||||
Common stock issuance
|
343
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Employee taxes paid on withholding shares
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
(270
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(270
|
)
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
869
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
869
|
|
|||||||
Proceeds from exercise of stock options, net
|
4
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|||||||
Balance, March 31, 2018
|
21,131
|
|
|
21
|
|
|
1,327,985
|
|
|
(7,429
|
)
|
|
(1,313,826
|
)
|
|
(1,263
|
)
|
|
3,106
|
|
|
8,594
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance, December 31, 2018
|
25,455
|
|
|
25
|
|
|
1,368,968
|
|
|
(7,646
|
)
|
|
(1,363,019
|
)
|
|
(1,065
|
)
|
|
2,794
|
|
|
57
|
|
|||||||
Adoption of ASC 842
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,622
|
)
|
|
—
|
|
|
—
|
|
|
(19,622
|
)
|
|||||||
Net income attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
22
|
|
|
—
|
|
|||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
197
|
|
|
—
|
|
|
197
|
|
|||||||
INAP Japan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,133
|
)
|
|
(1,133
|
)
|
|||||||
Common stock issuance
|
1,339
|
|
|
2
|
|
|
(43
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|||||||
Employee taxes paid on withholding shares
|
(48
|
)
|
|
—
|
|
|
—
|
|
|
(268
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(268
|
)
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
890
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
890
|
|
|||||||
Balance, March 31, 2019
|
26,746
|
|
|
$
|
27
|
|
|
$
|
1,369,815
|
|
|
$
|
(7,914
|
)
|
|
$
|
(1,382,715
|
)
|
|
$
|
(868
|
)
|
|
$
|
1,683
|
|
|
$
|
(19,972
|
)
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
||
Net loss
|
|
$
|
(19,622
|
)
|
|
$
|
(14,261
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
22,178
|
|
|
21,158
|
|
||
Loss on disposal of fixed asset
|
|
528
|
|
|
46
|
|
||
Amortization of debt discount and issuance costs
|
|
1,097
|
|
|
638
|
|
||
Stock-based compensation expense, net of capitalized amount
|
|
890
|
|
|
858
|
|
||
Provision for doubtful accounts
|
|
248
|
|
|
332
|
|
||
Non-cash change in finance lease liabilities
|
|
148
|
|
|
(213
|
)
|
||
Non-cash change in exit activities and restructuring liability
|
|
1,226
|
|
|
372
|
|
||
Deferred taxes
|
|
(261
|
)
|
|
(30
|
)
|
||
Other, net
|
|
(66
|
)
|
|
(233
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
(1,617
|
)
|
|
864
|
|
||
Prepaid expenses, deposits and other assets
|
|
1,043
|
|
|
(467
|
)
|
||
Accounts payable
|
|
763
|
|
|
(636
|
)
|
||
Accrued and other liabilities
|
|
(2,238
|
)
|
|
(2,904
|
)
|
||
Deferred revenues
|
|
(262
|
)
|
|
(138
|
)
|
||
Exit activities and restructuring liability
|
|
(1,903
|
)
|
|
(1,389
|
)
|
||
Asset retirement obligation
|
|
85
|
|
|
(248
|
)
|
||
Other liabilities
|
|
25
|
|
|
(52
|
)
|
||
Net cash provided by operating activities
|
|
2,262
|
|
|
3,697
|
|
||
|
|
|
|
|
||||
Cash Flows from Investing Activities:
|
|
|
|
|
||||
Purchases of property and equipment
|
|
(8,094
|
)
|
|
(6,082
|
)
|
||
Proceeds from disposal of property and equipment
|
|
56
|
|
|
437
|
|
||
Business acquisition, net of cash acquired
|
|
—
|
|
|
(132,143
|
)
|
||
Additions to acquired and developed technology
|
|
(530
|
)
|
|
(277
|
)
|
||
Net cash used in investing activities
|
|
(8,568
|
)
|
|
(138,065
|
)
|
||
|
|
|
|
|
||||
Cash Flows from Financing Activities:
|
|
|
|
|
||||
Proceeds from credit agreements
|
|
—
|
|
|
146,000
|
|
||
Principal payments on credit agreements
|
|
(1,089
|
)
|
|
(1,089
|
)
|
||
Debt issuance costs
|
|
—
|
|
|
(5,976
|
)
|
||
Payments on finance lease liabilities
|
|
(907
|
)
|
|
(1,897
|
)
|
||
Acquisition of non-controlling interests
|
|
(973
|
)
|
|
(1,130
|
)
|
||
Proceeds from exercise of stock options
|
|
—
|
|
|
31
|
|
||
Acquisition of common stock for income tax withholdings
|
|
(268
|
)
|
|
(270
|
)
|
||
Other, net
|
|
(60
|
)
|
|
235
|
|
||
Net cash (used in) provided by in financing activities
|
|
(3,297
|
)
|
|
135,904
|
|
||
Effect of exchange rates on cash and cash equivalents
|
|
46
|
|
|
20
|
|
||
Net (decrease) increase in cash and cash equivalents
|
|
(9,557
|
)
|
|
1,556
|
|
||
Cash and cash equivalents at beginning of period
|
|
17,823
|
|
|
14,603
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
8,266
|
|
|
$
|
16,159
|
|
|
|
|
|
|
||||
Supplemental Disclosures of Cash Flow Information:
|
|
|
|
|
|
|
||
Cash paid for interest
|
|
$
|
14,260
|
|
|
$
|
13,577
|
|
Additions to property and equipment included in accounts payable
|
|
1,850
|
|
|
2,287
|
|
1.
|
NATURE OF OPERATIONS AND BASIS OF PRESENTATION
|
|
For the quarter ended March 31, 2018
|
||||||||
|
As reported
|
Adjustments
|
As adjusted
|
||||||
|
|
|
|
||||||
Costs of sales and services, exclusive of depreciation and amortization - QTD
|
$
|
25,037
|
|
$
|
(430
|
)
|
$
|
24,607
|
|
Costs of sales and services, exclusive of depreciation and amortization - YTD
|
25,037
|
|
(430
|
)
|
24,607
|
|
|||
Depreciation and amortization - QTD
|
21,077
|
|
81
|
|
21,158
|
|
|||
Depreciation and amortization - YTD
|
21,077
|
|
81
|
|
21,158
|
|
|||
Interest expense - QTD
|
15,027
|
|
577
|
|
15,604
|
|
|||
Interest expense - YTD
|
15,027
|
|
577
|
|
15,604
|
|
|||
Net loss attributable to INAP shareholders - QTD
|
(14,060
|
)
|
(228
|
)
|
(14,288
|
)
|
|||
Net loss attributable to INAP shareholders - YTD
|
(14,060
|
)
|
(228
|
)
|
(14,288
|
)
|
|||
Property and equipment, net
|
461,314
|
|
10,438
|
|
471,752
|
|
|||
Total assets
|
731,920
|
|
10,438
|
|
742,358
|
|
|||
Capital lease obligations - non-current
|
223,549
|
|
10,650
|
|
234,199
|
|
|||
Total liabilities
|
723,098
|
|
10,650
|
|
733,748
|
|
|||
Accumulated deficit
|
(1,313,598
|
)
|
(228
|
)
|
(1,313,826
|
)
|
|||
Total stockholders' (deficit) equity
|
$
|
8,822
|
|
$
|
(228
|
)
|
$
|
8,594
|
|
a.
|
the parties to the contract have an approved contract;
|
b.
|
the Company can identify each party's rights regarding the goods and services to be transferred;
|
c.
|
the Company can identify the payment terms for the goods or services to be transferred;
|
d.
|
the contract has commercial substance; and
|
e.
|
it is probable that the Company will collect substantially all of the consideration to which it will be entitled in exchange for the goods and services that will be transferred to the customer.
|
|
|
Current
|
|
Non-current
|
||||
Balance at December 31, 2018
|
|
$
|
8,844
|
|
|
$
|
16,104
|
|
Deferred customer acquisition costs incurred in the period
|
|
405
|
|
|
1,583
|
|
||
Amounts recognized as expense in the period
|
|
(2,428
|
)
|
|
—
|
|
||
Reclassification between short-term and long-term
|
|
2,185
|
|
|
(2,185
|
)
|
||
Balance at March 31, 2019
|
|
$
|
9,006
|
|
|
$
|
15,502
|
|
Balance - December 31, 2018
|
|
$
|
8,533
|
|
Revenue recognized that was included in the deferred revenue balance at December 31, 2018
|
|
(4,564
|
)
|
|
Increases due to cash received, excluding amounts recognized as revenue during the period
|
|
4,253
|
|
|
Balance - March 31, 2019
|
|
$
|
8,222
|
|
|
|
Three Months Ended
March 31, 2019
|
|
Three Months Ended
March 31, 2018
|
||||||||||||
|
|
INAP US
|
|
INAP INTL
|
|
INAP US
|
|
INAP INTL
|
||||||||
Colocation
|
|
$
|
27,354
|
|
|
$
|
1,435
|
|
|
$
|
30,936
|
|
|
$
|
1,517
|
|
Network services
|
|
11,742
|
|
|
2,774
|
|
|
13,820
|
|
|
2,971
|
|
||||
Cloud
|
|
18,424
|
|
|
11,835
|
|
|
12,320
|
|
|
12,637
|
|
||||
|
|
$
|
57,520
|
|
|
$
|
16,044
|
|
|
$
|
57,076
|
|
|
$
|
17,125
|
|
|
|
Three Months Ended
March 31, 2019
|
|
Three Months Ended
March 31, 2018
|
||||||||||||
|
|
INAP US
|
|
INAP INTL
|
|
INAP US
|
|
INAP INTL
|
||||||||
United States
|
|
$
|
58,564
|
|
|
$
|
—
|
|
|
$
|
57,076
|
|
|
$
|
—
|
|
Canada
|
|
—
|
|
|
7,943
|
|
|
—
|
|
|
9,291
|
|
||||
Other countries
|
|
—
|
|
|
7,057
|
|
|
—
|
|
|
7,834
|
|
||||
|
|
$
|
58,564
|
|
|
$
|
15,000
|
|
|
$
|
57,076
|
|
|
$
|
17,125
|
|
|
Three Months Ended March 31, 2019
|
||||
Finance lease cost
|
|
|
|
||
Amortization of right-of-use assets
|
|
$
|
4,392
|
|
|
Interest on lease liabilities
|
|
7,250
|
|
|
|
Finance lease cost
|
|
$
|
11,642
|
|
|
|
|
|
|
||
Operating lease cost
|
|
$
|
1,765
|
|
|
Short-term lease cost
|
|
1,489
|
|
|
|
Total lease cost
|
|
$
|
14,896
|
|
|
|
|
Operating Leases
|
Finance Leases
|
||||
Right-of-use assets
|
|
$
|
27,056
|
|
$
|
236,077
|
|
Lease liabilities
|
|
29,549
|
|
270,960
|
|
||
|
|
|
|
||||
Weighted-average remaining lease term
|
|
5.48
|
|
19.23
|
|
||
Weighted-average discount rate
|
|
7.2
|
%
|
13.8
|
%
|
||
|
|
|
|
||||
Cash paid for amounts included in the measurement of lease liabilities
|
|
|
|
||||
Operating cash flows
|
|
1,745
|
|
7,250
|
|
||
Financing cash flows
|
|
1,252
|
|
2,664
|
|
||
|
|
|
|
||||
Right-of-use assets obtained in exchange for lease liabilities
|
|
921
|
|
—
|
|
|
Operating Leases
|
|
Finance Leases
|
||||||||
2019 (excluding the three months ended March 31, 2019)
|
|
$
|
7,244
|
|
|
|
|
$
|
33,666
|
|
|
2020
|
|
7,340
|
|
|
|
|
34,193
|
|
|
||
2021
|
|
7,304
|
|
|
|
|
35,187
|
|
|
||
2022
|
|
6,683
|
|
|
|
|
33,932
|
|
|
||
2023
|
|
5,455
|
|
|
|
|
33,194
|
|
|
||
Thereafter
|
|
5,905
|
|
|
|
|
634,511
|
|
|
||
Total undiscounted lease payments
|
|
$
|
39,931
|
|
|
|
|
$
|
804,683
|
|
|
Less: Imputed interest
|
|
10,382
|
|
|
|
|
533,723
|
|
|
||
Total lease liabilities
|
|
$
|
29,549
|
|
|
|
|
$
|
270,960
|
|
|
|
Final Valuation as of December 31, 2018
|
||
Cash
|
$
|
2,823
|
|
Prepaid expenses and other assets
|
2,227
|
|
|
Property, plant and equipment
|
14,253
|
|
|
Other long term assets
|
576
|
|
|
Intangible assets:
|
|
||
Noncompete agreements
|
4,000
|
|
|
Trade names
|
1,700
|
|
|
Technology
|
15,100
|
|
|
Customer relationships
|
34,100
|
|
|
Goodwill
|
66,008
|
|
|
Total assets acquired
|
140,787
|
|
|
Accounts payable and accrued liabilities
|
2,819
|
|
|
Deferred revenue
|
2,434
|
|
|
Long term liabilities
|
534
|
|
|
Net assets acquired
|
$
|
135,000
|
|
|
Three Months Ended
March 31, |
||
|
2018
|
||
Revenues
|
$
|
82,172
|
|
Net loss
|
(15,895
|
)
|
|
Basic and diluted net loss per share
|
(0.79
|
)
|
|
Weighted average shares outstanding used in computing basic and diluted net loss per share
|
20,052
|
|
•
|
Level 1: Quoted prices in active markets for identical assets or liabilities;
|
•
|
Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
|
•
|
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Available-for-sale securities
|
|
$
|
—
|
|
|
$
|
2,341
|
|
|
$
|
—
|
|
|
$
|
2,341
|
|
Asset retirement obligations
(1)
|
|
—
|
|
|
—
|
|
|
2,175
|
|
|
2,175
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Available-for-sale securities
|
|
—
|
|
|
2,309
|
|
|
—
|
|
|
2,309
|
|
||||
Asset retirement obligations
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,090
|
|
|
$
|
2,090
|
|
|
|
|
|
|
|
|
|
|
(1)
|
We calculated the fair value of asset retirement obligations by discounting the estimated amount using the current Treasury bill rate adjusted for our credit risk. At March 31, 2019 and December 31, 2018, the balances are included in “Other long-term liabilities,” in the accompanying condensed consolidated balance sheets.
|
|
2019
|
||
Balance, January 1, 2019
|
$
|
2,090
|
|
Accretion
|
85
|
|
|
Payments
|
—
|
|
|
Balance, March 31, 2019
|
$
|
2,175
|
|
|
|
March 31, 2019
|
||||||||||||||
|
|
Cost
|
|
Unrealized Gain
|
|
Unrealized Loss
|
|
Fair Value
|
||||||||
Japanese Corporate Bonds
|
|
$
|
2,221
|
|
|
$
|
69
|
|
|
$
|
(38
|
)
|
|
$
|
2,252
|
|
Japanese Government Bonds
|
|
88
|
|
|
2
|
|
|
(1
|
)
|
|
89
|
|
||||
Total Bonds
|
|
$
|
2,309
|
|
|
$
|
71
|
|
|
$
|
(39
|
)
|
|
$
|
2,341
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
December 31, 2018
|
||||||||||||||
|
|
Cost
|
|
Unrealized Gain
|
|
Unrealized Loss
|
|
Fair Value
|
||||||||
Japanese Corporate Bonds
|
|
$
|
2,184
|
|
|
$
|
144
|
|
|
$
|
(107
|
)
|
|
$
|
2,221
|
|
Japanese Government Bonds
|
|
87
|
|
|
5
|
|
|
(4
|
)
|
|
88
|
|
||||
Total Bonds
|
|
$
|
2,271
|
|
|
$
|
149
|
|
|
$
|
(111
|
)
|
|
$
|
2,309
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
Term loan
|
|
$
|
428,055
|
|
|
$
|
415,235
|
|
|
$
|
429,143
|
|
|
$
|
428,071
|
|
|
|
Balance
|
|
|
|
|
|
|
|
Balance
|
||||||||||
|
|
December 31, 2018
|
|
Initial
Charges
|
|
Plan
Adjustments
|
|
Cash
Payments
|
|
March 31,
2019 |
||||||||||
Activity for 2019 restructuring charge:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate obligations
|
|
$
|
—
|
|
|
$
|
1,252
|
|
|
$
|
(158
|
)
|
|
$
|
(461
|
)
|
|
$
|
633
|
|
Activity for 2018 restructuring charge:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate obligations
|
|
1,922
|
|
|
$
|
—
|
|
|
$
|
42
|
|
|
$
|
(1,092
|
)
|
|
872
|
|
||
Activity for 2017 restructuring charge:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Real estate obligations
|
|
100
|
|
|
—
|
|
|
—
|
|
|
(90
|
)
|
|
10
|
|
|||||
Activity for 2016 restructuring charge:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Real estate obligations
|
|
125
|
|
|
—
|
|
|
10
|
|
|
(40
|
)
|
|
95
|
|
|||||
Activity for 2015 restructuring charge:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Real estate obligation
|
|
27
|
|
|
—
|
|
|
15
|
|
|
(21
|
)
|
|
21
|
|
|||||
Service contracts
|
|
221
|
|
|
—
|
|
|
9
|
|
|
(49
|
)
|
|
181
|
|
|||||
Activity for 2014 restructuring charge:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Real estate obligation
|
|
206
|
|
|
—
|
|
|
55
|
|
|
(150
|
)
|
|
111
|
|
|||||
|
|
$
|
2,601
|
|
|
$
|
1,252
|
|
|
$
|
(27
|
)
|
|
$
|
(1,903
|
)
|
|
$
|
1,923
|
|
|
|
Balance
|
|
|
|
|
|
|
|
Balance
|
||||||||||
|
|
December 31, 2017
|
|
Initial
Charges
|
|
Plan
Adjustments
|
|
Cash
Payments
|
|
March 31,
2018 |
||||||||||
Activity for 2018 restructuring charge:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate obligations
|
|
$
|
—
|
|
|
$
|
171
|
|
|
$
|
9
|
|
|
$
|
(23
|
)
|
|
$
|
157
|
|
Activity for 2017 restructuring charge:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate obligations
|
|
3,380
|
|
|
—
|
|
|
72
|
|
|
(1,020
|
)
|
|
2,432
|
|
|||||
Activity for 2016 restructuring charge:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Severance
|
|
46
|
|
|
—
|
|
|
34
|
|
|
(34
|
)
|
|
46
|
|
|||||
Real estate obligations
|
|
247
|
|
|
—
|
|
|
7
|
|
|
(38
|
)
|
|
216
|
|
|||||
Activity for 2015 restructuring charge:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Real estate obligation
|
|
64
|
|
|
—
|
|
|
12
|
|
|
(22
|
)
|
|
54
|
|
|||||
Service contracts
|
|
388
|
|
|
—
|
|
|
8
|
|
|
(50
|
)
|
|
346
|
|
|||||
Activity for 2014 restructuring charge:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Real estate obligation
|
|
691
|
|
|
—
|
|
|
59
|
|
|
(202
|
)
|
|
548
|
|
|||||
|
|
$
|
4,816
|
|
|
$
|
171
|
|
|
$
|
201
|
|
|
$
|
(1,389
|
)
|
|
$
|
3,799
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Revenues:
|
|
|
|
|
|
|
||
INAP US
|
|
$
|
57,520
|
|
|
$
|
57,076
|
|
INAP INTL
|
|
16,044
|
|
|
17,125
|
|
||
Net revenues
|
|
73,564
|
|
|
74,201
|
|
||
|
|
|
|
|
||||
Cost of sales and services, customer support and sales and marketing:
|
|
|
|
|
|
|
||
INAP US
|
|
32,884
|
|
|
30,107
|
|
||
INAP INTL
|
|
9,695
|
|
|
11,133
|
|
||
Total costs of sales and services, customer support and sales and marketing
|
|
42,579
|
|
|
41,240
|
|
||
|
|
|
|
|
||||
Segment profit:
|
|
|
|
|
|
|
||
INAP US
|
|
24,635
|
|
|
26,969
|
|
||
INAP INTL
|
|
6,349
|
|
|
5,992
|
|
||
Total segment profit
|
|
30,984
|
|
|
32,961
|
|
||
|
|
|
|
|
||||
Exit activities, restructuring and impairments
|
|
1,416
|
|
|
(33
|
)
|
||
Other operating expenses, including sales, general and administrative and depreciation and amortization expenses
|
|
31,642
|
|
|
31,766
|
|
||
(Loss) income from operations
|
|
(2,074
|
)
|
|
1,228
|
|
||
Non-operating expenses
|
|
17,651
|
|
|
15,389
|
|
||
Loss before income taxes and equity in earnings of equity-method investment
|
|
$
|
(19,725
|
)
|
|
$
|
(14,161
|
)
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
Net loss
|
|
$
|
(19,622
|
)
|
|
$
|
(14,261
|
)
|
Less net income attributable to non-controlling interests
|
|
22
|
|
|
27
|
|
||
Net loss attributable to common stock
|
|
$
|
(19,644
|
)
|
|
$
|
(14,288
|
)
|
Weighted average shares outstanding, basic and diluted
|
|
23,652
|
|
|
20,052
|
|
||
Net loss per share, basic and diluted
|
|
$
|
(0.83
|
)
|
|
$
|
(0.70
|
)
|
Anti-dilutive securities excluded from diluted net loss per share calculation for stock-based compensation plans
|
|
2,296
|
|
|
1,336
|
|
•
|
An additional basket of
$500,000
for finance lease obligations has been established.
|
•
|
The maximum amount of permitted asset dispositions has been decreased from
$150,000,000
to
$50,000,000
.
|
•
|
The amount of net cash proceeds from asset sales that may be reinvested is limited to
$2,500,000
in any fiscal year of the Company, with net cash proceeds that are not so reinvested used to prepay loans under the Credit Agreement.
|
•
|
The restricted payment basket has been decreased from
$5,000,000
to
$1,000,000
.
|
|
|
Three Months Ended
March 31,
|
|
Increase (Decrease) from
2018 to 2019
|
|||||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
Percent
|
|||||||
Net revenues
|
|
$
|
73,564
|
|
|
$
|
74,201
|
|
|
$
|
(637
|
)
|
|
(1
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Costs of sales and services, exclusive of depreciation and amortization
|
|
25,733
|
|
|
24,607
|
|
|
1,126
|
|
|
5
|
%
|
|||
Costs of customer support
|
|
8,790
|
|
|
7,387
|
|
|
1,403
|
|
|
19
|
%
|
|||
Sales, general and administrative
|
|
17,521
|
|
|
19,854
|
|
|
(2,333
|
)
|
|
(12
|
)%
|
|||
Depreciation and amortization
|
|
22,178
|
|
|
21,158
|
|
|
1,020
|
|
|
5
|
%
|
|||
Exit activities, restructuring and impairments
|
|
1,416
|
|
|
(33
|
)
|
|
1,449
|
|
|
4,391
|
%
|
|||
Total operating costs and expenses
|
|
75,638
|
|
|
72,973
|
|
|
2,665
|
|
|
4
|
%
|
|||
(Loss) income from operations
|
|
$
|
(2,074
|
)
|
|
$
|
1,228
|
|
|
$
|
(3,302
|
)
|
|
(269
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Interest expense
|
|
$
|
17,447
|
|
|
$
|
15,604
|
|
|
$
|
1,843
|
|
|
12
|
%
|
|
|
Three Months Ended
March 31,
|
|
Increase (Decrease) from
2018 to 2019
|
|||||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
Percent
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|||||
INAP US
|
|
$
|
57,520
|
|
|
$
|
57,076
|
|
|
$
|
444
|
|
|
1
|
%
|
INAP INTL
|
|
16,044
|
|
|
17,125
|
|
|
(1,081
|
)
|
|
(6
|
)%
|
|||
Net revenues
|
|
73,564
|
|
|
74,201
|
|
|
(637
|
)
|
|
(1
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of sales and services:
|
|
|
|
|
|
|
|
|
|
|
|||||
INAP US
|
|
19,558
|
|
|
18,005
|
|
|
1,553
|
|
|
9
|
%
|
|||
INAP INTL
|
|
6,175
|
|
|
6,602
|
|
|
(427
|
)
|
|
(6
|
)%
|
|||
Total costs of sales and services, exclusive of depreciation and amortization
|
|
$
|
25,733
|
|
|
$
|
24,607
|
|
|
$
|
1,126
|
|
|
5
|
%
|
•
|
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
|
•
|
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.
|
•
|
as a measure of operating performance to assist in comparing performance from period-to-period on a consistent basis;
|
•
|
as a measure for planning and forecasting overall expectations and for evaluating actual results against such expectations; and
|
•
|
in communications with the board of directors, analysts and investors concerning our financial performance.
|
|
|
Three Months Ended
March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Net revenues
|
|
$
|
73,564
|
|
|
$
|
74,201
|
|
|
|
|
|
|
||||
Net loss attributable to INAP shareholders
|
|
$
|
(19,644
|
)
|
|
$
|
(14,288
|
)
|
Depreciation and amortization
|
|
22,178
|
|
|
21,158
|
|
||
Interest expense
|
|
17,447
|
|
|
15,604
|
|
||
(Benefit) provision for income taxes
|
|
(103
|
)
|
|
100
|
|
||
Other expense (income)
|
|
204
|
|
|
(215
|
)
|
||
Loss on disposal of property and equipment, net
|
|
528
|
|
|
46
|
|
||
Exit activities, restructuring and impairments
|
|
1,416
|
|
|
(33
|
)
|
||
Stock-based compensation
|
|
890
|
|
|
858
|
|
||
Acquisition costs
(1)
|
|
141
|
|
|
2,558
|
|
||
Strategic alternatives and related costs
(2)
|
|
22
|
|
|
27
|
|
||
Organizational realignment costs
(3)
|
|
386
|
|
|
240
|
|
||
Non-income tax contingency
|
|
150
|
|
|
—
|
|
||
Adjusted EBITDA
|
|
$
|
23,615
|
|
|
$
|
26,055
|
|
(2)
|
Primarily legal and other professional fees incurred in connection with the evaluation by our board of directors of strategic alternatives and related shareholder communications. We include these costs in sales, general and administrative ("SG&A") in the accompanying condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2019 and 2018, respectively.
|
(3)
|
Primarily professional fees, employee retention bonus and severance and executive search costs incurred related to our
|
Period
|
|
Total Number of Shares Purchased
(1)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plans or Programs
|
|||||
January 1 to 31, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
February 1 to 28, 2019
|
|
23,287
|
|
|
5.80
|
|
|
—
|
|
|
—
|
|
|
March 1 to 31, 2019
|
|
25,551
|
|
|
5.12
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
48,838
|
|
|
$
|
5.44
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
(1)
|
These shares were surrendered to us to satisfy tax withholding obligations in connection with the vesting of shares of restricted stock and restricted stock units previously issued to employees.
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
|
|
31.1
|
|
|||
|
|
|
||
31.2
|
|
|||
|
|
|
||
32.1*
|
|
|||
|
|
|
||
32.2*
|
|
|||
|
|
|
||
101.INS
|
|
XBRL Instance Document.
|
||
|
|
|
||
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
||
|
|
|
||
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
||
|
|
|
||
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
||
|
|
|
||
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
||
|
|
|
||
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
||
|
|
|
|
|
|
|
|
|
|
|
INTERNAP CORPORATION
|
|
|
|
|
|
By:
|
/s/ James C. Keeley
|
|
|
James C. Keeley
|
|
|
(Executive Vice President, Chief Financial Officer)
|
|
|
|
|
|
Date: May 9, 2019
|
Exhibit 31.1
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Internap Corporation (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit comm ittee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
Date: May 9, 2019
|
/s/ Peter D. Aquino
|
|
Peter D. Aquino
|
|
President, Chief Executive Officer
|
Exhibit 31.2
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Internap Corporation (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
Date: May 9, 2019
|
/s/ James C. Keeley
|
|
James C. Keeley
|
|
Executive Vice President, Chief Financial Officer
|
Exhibit 32.1
|
•
|
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
•
|
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
Date: May 9, 2019
|
|
|
|
|
/s/ Peter D. Aquino
|
|
Peter D. Aquino
|
|
President, Chief Executive Officer
|
Exhibit 32.2
|
•
|
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
•
|
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
Date: May 9, 2019
|
|
|
|
|
/s/ James C. Keeley
|
|
James C. Keeley
|
|
Executive Vice President, Chief Financial Officer
|