XNAS:EQIX Equinix Inc Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from          to         

Commission File Number 000-31293

 

 

EQUINIX, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   77-0487526
(State of incorporation)   (I.R.S. Employer Identification No.)

One Lagoon Drive, Fourth Floor, Redwood City, California 94065

(Address of principal executive offices, including ZIP code)

(650) 598-6000

(Registrant’s telephone number, including area code)

 

 

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)     Yes  x    No  ¨ and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

  Large accelerated filer  x   Accelerated filer  ¨   Non.-accelerated filer  ¨   Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ¨    No  x

The number of shares outstanding of the registrant’s Common Stock as of March 31, 2012 was 47,413,240.

 

 

 


EQUINIX, INC.

INDEX

 

          Page
No.
 

    Part I—Financial Information

  

Item 1.

   Condensed Consolidated Financial Statements (unaudited):   
   Condensed Consolidated Balance Sheets as of March 31, 2012 and December 31, 2011      3   
   Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2012 and 2011      4   
   Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2012 and 2011      5   
   Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2012 and 2011      6   
   Notes to Condensed Consolidated Financial Statements      7   

Item 2.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations      27   

Item 3.

   Quantitative and Qualitative Disclosures About Market Risk      42   

Item 4.

   Controls and Procedures      42   

    Part II—Other Information

  

Item 1.

   Legal Proceedings      43   

Item 1A.

   Risk Factors      45   

Item 2.

   Unregistered Sales of Equity Securities and Use of Proceeds      61   

Item 3.

   Defaults Upon Senior Securities      61   

Item 4.

   Mine Safety Disclosure      61   

Item 5.

   Other Information      61   

Item 6.

   Exhibits      62   

Signatures

     69   

Index to Exhibits

     70   


PART I—FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

EQUINIX, INC.

Condensed Consolidated Balance Sheets

(in thousands)

 

     March 31,
2012
    December 31,
2011
 
     (unaudited)  

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 632,944      $ 278,823   

Short-term investments

     283,910        635,721   

Accounts receivable, net

     158,561        139,057   

Other current assets

     98,608        182,156   
  

 

 

   

 

 

 

Total current assets

     1,174,023        1,235,757   

Long-term investments

     166,437        161,801   

Property, plant and equipment, net

     3,387,369        3,225,912   

Goodwill

     879,914        866,495   

Intangible assets, net

     145,350        148,635   

Other assets

     131,252        146,724   
  

 

 

   

 

 

 

Total assets

   $ 5,884,345      $ 5,785,324   
  

 

 

   

 

 

 

Liabilities and Stockholders’ Equity

    

Current liabilities:

    

Accounts payable and accrued expenses

   $ 194,516      $ 229,043   

Accrued property, plant and equipment

     125,250        93,224   

Current portion of capital lease and other financing obligations

     11,961        11,542   

Current portion of loans payable

     75,361        87,440   

Current portion of convertible debt

     249,474        246,315   

Other current liabilities

     61,521        57,690   
  

 

 

   

 

 

 

Total current liabilities

     718,083        725,254   

Capital lease and other financing obligations, less current portion

     402,911        390,269   

Loans payable, less current portion

     144,582        168,795   

Convertible debt, less current portion

     698,159        694,769   

Senior notes

     1,500,000        1,500,000   

Other liabilities

     291,060        286,424   
  

 

 

   

 

 

 

Total liabilities

     3,754,795        3,765,511   
  

 

 

   

 

 

 

Redeemable non-controlling interests (Note 9)

     69,071        67,601   
  

 

 

   

 

 

 

Commitments and contingencies (Note 10)

    

Stockholders’ equity:

    

Common stock

     48        48   

Additional paid-in capital

     2,490,401        2,437,623   

Treasury stock

     (99,031     (86,666

Accumulated other comprehensive loss

     (110,367     (143,698

Accumulated deficit

     (220,572     (255,095
  

 

 

   

 

 

 

Total stockholders’ equity

     2,060,479        1,952,212   
  

 

 

   

 

 

 

Total liabilities, redeemable non-controlling interests and stockholders’ equity

   $ 5,884,345      $ 5,785,324   
  

 

 

   

 

 

 

See accompanying notes to condensed consolidated financial statements

 

3


EQUINIX, INC.

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

 

     Three months ended
March 31,
 
     2012     2011  
     (Unaudited)  

Revenues

   $ 452,200      $ 363,029   

Costs and operating expenses:

    

Cost of revenues

     225,079        194,576   

Sales and marketing

     46,571        33,636   

General and administrative

     78,425        62,601   

Restructuring charges

     —          496   

Acquisition costs

     1,027        415   
  

 

 

   

 

 

 

Total costs and operating expenses

     351,102        291,724   
  

 

 

   

 

 

 

Income from operations

     101,098        71,305   

Interest income

     691        215   

Interest expense

     (52,818     (37,361

Other income (expense)

     (154     2,111   
  

 

 

   

 

 

 

Income before income taxes

     48,817        36,270   

Income tax expense

     (14,006     (11,125
  

 

 

   

 

 

 

Net income

     34,811        25,145   

Net income attributable to redeemable non-controlling interests

     (288     —     
  

 

 

   

 

 

 

Net income attributable to Equinix

   $ 34,523      $ 25,145   
  

 

 

   

 

 

 

Earnings per share attributable to Equinix, after adjustments related to redeemable non-controlling interests (Note 2):

    

Basic earnings per share

   $ 0.74      $ 0.54   
  

 

 

   

 

 

 

Weighted-average shares

     46,955        46,451   
  

 

 

   

 

 

 

Diluted earnings per share

   $ 0.71      $ 0.53   
  

 

 

   

 

 

 

Weighted-average shares

     51,061        47,219   
  

 

 

   

 

 

 

See accompanying notes to condensed consolidated financial statements

 

 

4


EQUINIX, INC.

Condensed Consolidated Statements of Comprehensive Income

(in thousands)

 

     Three months ended
March 31,
 
     2012     2011  
     (Unaudited)  

Net income

   $ 34,811      $ 25,145   
  

 

 

   

 

 

 

Other comprehensive income, net of tax:

    

Foreign currency translation gain

     34,312        50,683   

Unrealized gain (loss) on available for sale securities

     78        (21
  

 

 

   

 

 

 

Other comprehensive income, net of tax

     34,390        50,662   
  

 

 

   

 

 

 

Comprehensive income, net of tax

     69,201        75,807   
  

 

 

   

 

 

 

Net income attributable to redeemable non-controlling interests

     (288     —     

Other comprehensive income attributable to redeemable non-controlling interests

     (1,059     —     
  

 

 

   

 

 

 

Comprehensive income attributable to Equinix

   $ 67,854      $ 75,807   
  

 

 

   

 

 

 

See accompanying notes to condensed consolidated financial statements

 

 

5


EQUINIX, INC.

Condensed Consolidated Statements of Cash Flows

(in thousands)

 

     Three months ended
March 31,
 
     2012     2011  
     (unaudited)  

Cash flows from operating activities:

    

Net income

   $ 34,811      $ 25,145   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation

     87,875        74,062   

Stock-based compensation

     19,103        15,535   

Amortization of debt issuance costs and debt discounts

     8,107        7,284   

Amortization of intangible assets

     4,929        4,273   

Provision for allowance for doubtful accounts

     1,681        1,204   

Accretion of asset retirement obligation and accrued restructuring charges

     1,053        1,125   

Other items

     1,241        920   

Changes in operating assets and liabilities:

    

Accounts receivable

     (19,677     3,099   

Other assets

     17,567        (4,279

Accounts payable and accrued expenses

     (33,737     (13,606

Other liabilities

     3,040        3,008   
  

 

 

   

 

 

 

Net cash provided by operating activities

     125,993        117,770   
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Purchases of investments

     (97,383     (149,963

Sales of investments

     30,699        75,583   

Maturities of investments

     413,050        72,195   

Purchases of property, plant and equipment

     (145,490     (175,115

Purchase of real estate

     —          (14,951

Increase in restricted cash

     (2     (94,773

Release of restricted cash

     68,559        630   

Other investing activities, net

     —          5   
  

 

 

   

 

 

 

Net cash provided by (used in) investing activities

     269,433        (286,389
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Purchases of treasury stock

     (13,364     —     

Proceeds from employee equity awards

     30,460        15,668   

Proceeds from loans payable

     8,909        22,653   

Repayment of capital lease and other financing obligations

     (2,826     (1,968

Repayment of mortgage and loans payable

     (67,129     (10,102

Debt issuance costs

     —          (125
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     (43,950     26,126   
  

 

 

   

 

 

 

Effect of foreign currency exchange rates on cash and cash equivalents

     2,645        4,118   
  

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     354,121        (138,375

Cash and cash equivalents at beginning of period

     278,823        442,841   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 632,944      $ 304,466   
  

 

 

   

 

 

 

Supplemental cash flow information:

    

Cash paid for taxes

   $ 1,734      $ 174   
  

 

 

   

 

 

 

Cash paid for interest

   $ 63,336      $ 36,737   
  

 

 

   

 

 

 

See accompanying notes to condensed consolidated financial statements

 

6


EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1. Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by Equinix, Inc. (“Equinix” or the “Company”) and reflect all adjustments, consisting only of normal recurring adjustments, which in the opinion of management are necessary to fairly state the financial position and the results of operations for the interim periods presented. The condensed consolidated balance sheet data at December 31, 2011 has been derived from audited consolidated financial statements at that date. The consolidated financial statements have been prepared in accordance with the regulations of the Securities and Exchange Commission (“SEC”), but omit certain information and footnote disclosure necessary to present the statements in accordance with generally accepted accounting principles in the United States of America. For further information, refer to the Consolidated Financial Statements and Notes thereto included in Equinix’s Form 10-K as filed with the SEC on February 24, 2012. Results for the interim periods are not necessarily indicative of results for the entire fiscal year.

Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of Equinix and its subsidiaries, including the operations of ALOG Data Centers do Brasil S.A. and its subsidiaries (“ALOG”) from April 25, 2011. All significant intercompany accounts and transactions have been eliminated in consolidation.

Income Taxes

The Company’s effective tax rates were 28.7% and 30.7% for the three months ended March 31, 2012 and 2011, respectively.

Recent Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”), which amends ASC 820, Fair Value Measurement. ASU 2011-04 does not extend the use of fair value, but provides guidance on how it should be applied where its use is already required or permitted by other standards within U.S. GAAP or IFRS. ASU 2011-04 changes the wording used to describe many requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. Additionally, ASU 2011-04 clarifies the FASB’s intent about the application of existing fair value measurements. ASU 2011-04 is effective for interim and annual periods beginning after December 15, 2011 and is applied prospectively. During the three months ended March 31, 2012, the Company adopted ASU 2011-04 and the adoption did not have a material impact to its consolidated financial statements.

In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income. This ASU is intended to increase the prominence of other comprehensive income in financial statements by presenting the components of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements. The new guidance eliminated the option to report other comprehensive income and its components in the statement of changes in stockholders’ equity. This new guidance is effective for fiscal years and interim periods beginning after December 15, 2011. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. During the three months ended March 31, 2012, the Company adopted ASU 2011-05 and the adoption did not have a material impact to its consolidated financial statements other than the addition of the condensed consolidated statements of comprehensive income.

In December 2011, the FASB issued ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in ASU 2011-05. This ASU defers the requirement that companies present reclassification adjustments for each

 

7


EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

component of accumulated other comprehensive income in both net income and other comprehensive income on the face of the financial statements. This new guidance is effective for fiscal years and interim periods beginning after December 15, 2011. During the three months ended March 31, 2012, the Company adopted ASU 2011-12 and the adoption did not have a material impact to its consolidated financial statements.

In December 2011, the FASB issued ASU 2011-11, Disclosures about Offsetting Assets and Liabilities. This ASU requires companies to disclose both gross information and net information about instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. This new guidance is effective for interim and annual periods beginning on or after January 1, 2013 and retrospective disclosure is required for all comparative periods presented. The Company is currently evaluating the impact that the adoption of this standard will have to its consolidated financial statements, if any.

2. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share (“EPS”) for the periods presented (in thousands, except per share amounts):

 

     Three months ended
March 31,
 
     2012     2011  

Net income

   $ 34,811      $ 25,145   

Net income attributable to redeemable non-controlling interests

     (288     —     
  

 

 

   

 

 

 

Net income attributable to Equinix

     34,523        25,145   

Adjustments attributable to redemption value of redeemable non-controlling interests

     209        —     
  

 

 

   

 

 

 

Net income attributable to Equinix, basic

     34,732        25,145   
  

 

 

   

 

 

 

Effect of assumed conversion of convertible debt:

    

Interest expense, net of tax

     1,699        —     
  

 

 

   

 

 

 

Net income attributable to Equinix, diluted

   $ 36,431      $ 25,145   
  

 

 

   

 

 

 

Weighted-average shares used to compute basic EPS

     46,955        46,451   
  

 

 

   

 

 

 

Effect of dilutive securities:

    

Convertible debt

     2,945        —     

Employee equity awards

     1,161        768   
  

 

 

   

 

 

 

Weighted-average shares used to compute diluted EPS

     51,061        47,219   
  

 

 

   

 

 

 

EPS attributable to Equinix:

    

Basic

   $ 0.74      $ 0.54   
  

 

 

   

 

 

 

Diluted

   $ 0.71      $ 0.53   
  

 

 

   

 

 

 

 

8


EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

The following table sets forth weighted-average outstanding potential shares of common stock that are not included in the diluted earnings per share calculation above because to do so would be anti-dilutive for the periods indicated (in thousands):

 

     Three months ended
March 31,
 
     2012      2011  

Shares reserved for conversion of 2.50% convertible subordinated notes

     2,232         2,232   

Shares reserved for conversion of 3.00% convertible subordinated notes

     —           2,945   

Shares reserved for conversion of 4.75% convertible subordinated notes

     4,433         4,433   

Common stock related to employee equity awards

     178         1,064   
  

 

 

    

 

 

 
     6,843         10,674   
  

 

 

    

 

 

 

3. Balance Sheet Components

Cash, Cash Equivalents and Short-Term and Long-Term Investments

Cash, cash equivalents and short-term and long-term investments consisted of the following as of (in thousands):

 

     March 31,
2012
     December 31,
2011
 

Cash and cash equivalents:

     

Cash

   $ 196,911       $ 74,101   

Cash equivalents:

     

Money markets

     434,032         198,931   

Certificates of deposit

     2,001         4,500   

Commercial paper

     —           1,000   

Corporate bonds

     —           291   
  

 

 

    

 

 

 

Total cash and cash equivalents

     632,944         278,823   
  

 

 

    

 

 

 

Marketable securities:

     

U.S. government securities

     235,924         573,277   

U.S. government agencies securities

     118,254         129,235   

Corporate bonds

     59,962         64,308   

Certificates of deposit

     29,815         24,472   

Commercial paper

     1,990         —     

Foreign government securities

     3,602         5,283   

Asset-backed securities

     800         947   
  

 

 

    

 

 

 

Total marketable securities

     450,347         797,522   
  

 

 

    

 

 

 

Total cash, cash equivalents and short-term and long-term investments

   $ 1,083,291       $ 1,076,345   
  

 

 

    

 

 

 

 

9


EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

The following table summarizes the fair value and gross unrealized gains and losses related to the Company’s short-term and long-term investments in marketable securities designated as available-for-sale securities as of (in thousands):

 

     March 31, 2012  
     Amortized
cost
     Gross
unrealized
gains
     Gross
unrealized
losses
    Fair value  

U.S. government securities

   $ 235,880       $ 89       $ (45   $ 235,924   

U.S. government agencies securities

     118,174         140         (60     118,254   

Corporate bonds

     59,892         75         (5     59,962   

Certificates of deposit

     29,758         57         —          29,815   

Foreign government securities

     3,603         —           (1     3,602   

Commercial paper

     1,990         1         (1     1,990   

Asset-backed securities

     752         48         —          800   
  

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 450,049       $ 410       $ (112   $ 450,347   
  

 

 

    

 

 

    

 

 

   

 

 

 

 

     December 31, 2011  
     Amortized
cost
     Gross
unrealized
gains
     Gross
unrealized
losses
    Fair value  

U.S. government securities

   $ 573,232       $ 91       $ (46   $ 573,277   

U.S. government agencies securities

     129,159         104         (28     129,235   

Corporate bonds

     64,364         51         (107     64,308   

Certificates of deposit

     24,471         3         (2     24,472   

Foreign government securities

     5,295         —           (12     5,283   

Asset-backed securities

     890         57         —          947   
  

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 797,411       $ 306       $ (195   $ 797,522   
  

 

 

    

 

 

    

 

 

   

 

 

 

As of March 31, 2012 and December 31, 2011, cash equivalents included investments which were readily convertible to cash and had original maturity dates of 90 days or less. The maturities of securities classified as short-term investments were one year or less as of March 31, 2012 and December 31, 2011. The maturities of securities classified as long-term investments were greater than one year and less than three years as of March 31, 2012 and December 31, 2011. As of March 31, 2012, the Company’s investments in foreign government securities included securities in Canadian sovereign or agency debt, which has a credit rating of AAA. The Company did not hold any securities issued from Greece, Italy, Ireland, Portugal or Spain.

While certain marketable securities carry unrealized losses, the Company expects that it will receive both principal and interest according to the stated terms of each of the securities and that the decline in market value is primarily due to changes in the interest rate environment from the time the securities were purchased as compared to interest rates at March 31, 2012.

 

10


EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

The following table summarizes the fair value and gross unrealized losses related to 77 available-for-sale securities with an aggregate cost basis of $151,740,000 aggregated by type of investment and length of time that individual securities have been in a continuous unrealized loss position, as of March 31, 2012 (in thousands):

 

     Securities in a loss
position for less than 12
months
    Securities in a loss
position for 12 months
or more
 
     Fair value      Gross
unrealized
losses
    Fair value      Gross
unrealized
losses
 

U.S. government securities

   $ 119,815       $ (45   $ —         $ —     

U.S. government agencies securities

     21,263         (60     —           —     

Corporate bonds

     6,038         (5     —           —     

Certificates of deposit

     1,400         —          —           —     

Foreign government securities

     2,120         (1     —           —     

Commercial paper

     992         (1     —           —     
  

 

 

    

 

 

   

 

 

    

 

 

 
   $ 151,628       $ (112   $ —         $ —     
  

 

 

    

 

 

   

 

 

    

 

 

 

While the Company does not believe it holds investments that are other-than-temporarily impaired and believes that the Company’s investments will mature at par as of March 31, 2012, the Company’s investments are subject to the currently adverse market conditions. If market conditions were to deteriorate, the Company could sustain other-than-temporary impairments to its investment portfolio which could result in additional realized losses being recorded in interest income, net, or securities markets could become inactive which could affect the liquidity of the Company’s investments.

Accounts Receivable

Accounts receivables, net, consisted of the following as of (in thousands):

 

     March 31,
2012
    December 31,
2011
 

Accounts receivable

   $ 272,706      $ 250,211   

Unearned revenue

     (109,053     (106,519

Allowance for doubtful accounts

     (5,092     (4,635
  

 

 

   

 

 

 
   $ 158,561      $ 139,057   
  

 

 

   

 

 

 

Trade accounts receivable are recorded at the invoiced amount and generally do not bear interest. The Company generally invoices its customers at the end of a calendar month for services to be provided the following month. Accordingly, unearned revenue consists of pre-billing for services that have not yet been provided, but which have been billed to customers in advance in accordance with the terms of their contract.

 

11


EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Other Current Assets

Other current assets consisted of the following as of (in thousands):

 

     March 31,
2012
     December 31,
2011
 

Restricted cash, current

   $ 22,457       $ 88,279   

Deferred tax assets, net

     37,370         42,743   

Taxes receivable

     11,598         24,313   

Prepaid expenses

     20,914         19,441   

Other receivables

     2,161         2,999   

Other current assets

     4,108         4,381   
  

 

 

    

 

 

 
   $ 98,608       $ 182,156   
  

 

 

    

 

 

 

Property, Plant and Equipment

Property, plant and equipment consisted of the following as of (in thousands):

 

     March 31,
2012
    December 31,
2011
 

IBX plant and machinery

   $ 1,863,714      $ 1,833,834   

Leasehold improvements

     975,440        958,391   

Buildings

     535,710        509,359   

IBX equipment

     369,507        368,530   

Site improvements

     308,890        305,169   

Computer equipment and software

     160,989        138,147   

Land

     96,042        91,314   

Furniture and fixtures

     18,748        18,144   

Construction in progress

     473,207        330,780   
  

 

 

   

 

 

 
     4,802,247        4,553,668   

Less accumulated depreciation

     (1,414,878     (1,327,756
  

 

 

   

 

 

 
   $ 3,387,369      $ 3,225,912   
  

 

 

   

 

 

 

Leasehold improvements, IBX plant and machinery, computer equipment and software and buildings recorded under capital leases aggregated $133,085,000 and $132,245,000 as of March 31, 2012 and December 31, 2011, respectively. Amortization on the assets recorded under capital leases is included in depreciation expense and accumulated depreciation on such assets totaled $35,793,000 and $33,790,000 as of March 31, 2012 and December 31, 2011, respectively.

 

12


EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Goodwill and Intangible Assets

Goodwill and intangible assets, net, consisted of the following as of (in thousands):

 

     March 31,
2012
    December 31,
2011
 

Goodwill:

    

Americas

   $ 501,772      $ 499,455   

EMEA

     357,481        347,018   

Asia-Pacific

     20,661        20,022   
  

 

 

   

 

 

 
   $ 879,914      $ 866,495   
  

 

 

   

 

 

 

Intangible assets:

    

Intangible asset – customer contracts

   $ 173,409      $ 171,230   

Intangible asset – favorable leases

     18,529        18,315   

Intangible asset – others

     5,294        5,245   
  

 

 

   

 

 

 
     197,232        194,790   

Accumulated amortization

     (51,882     (46,155
  

 

 

   

 

 

 
   $ 145,350      $ 148,635   
  

 

 

   

 

 

 

The Company’s goodwill and intangible assets in EMEA, denominated in British pounds and Euros, goodwill in Asia-Pacific, denominated in Singapore dollars, and certain goodwill and intangibles in Americas, denominated in Canadian dollars and Brazilian reais, are subject to foreign currency fluctuations. The Company’s foreign currency translation gains and losses, including goodwill and intangibles, are a component of other comprehensive income and loss. During the three months ended March 31, 2012, changes in the carrying amount of goodwill and the gross book value of intangible assets were solely due to foreign currency fluctuations.

For the three months ended March 31, 2012 and 2011, the Company recorded amortization expense of $4,929,000 and $4,273,000, respectively, associated with its intangible assets. The Company’s estimated future amortization expense related to these intangibles is as follows (in thousands):

 

Year ending:

  

2012 (nine months remaining)

   $ 14,756   

2013

     19,649   

2014

     19,274   

2015

     18,802   

2016

     18,222   

Thereafter

     54,647   
  

 

 

 

Total

   $ 145,350   
  

 

 

 

Other Assets

Other assets consisted of the following (in thousands):

 

     March 31,
2012
     December 31,
2011
 

Deferred tax assets, net

   $ 17,433       $ 16,980   

Prepaid expenses, non-current

     43,553         54,118   

Debt issuance costs, net

     39,044         41,320   

Deposits

     20,972         24,304   

Restricted cash, non-current

     3,368         4,382   

Other assets, non-current

     6,882         5,620   
  

 

 

    

 

 

 
   $ 131,252       $ 146,724   
  

 

 

    

 

 

 

 

13


EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following (in thousands):

 

     March 31,
2012
     December 31,
2011
 

Accounts payable

   $ 26,423       $ 23,268   

Accrued compensation and benefits

     51,278         66,330   

Accrued interest

     32,604         50,916   

Accrued taxes

     41,218         43,539   

Accrued utilities and security

     20,026         21,456   

Accrued professional fees

     5,186         4,783   

Accrued repairs and maintenance

     3,003         3,458   

Accrued other

     14,778         15,293   
  

 

 

    

 

 

 
   $ 194,516       $ 229,043   
  

 

 

    

 

 

 

Other Current Liabilities

Other current liabilities consisted of the following (in thousands):

 

     March 31,
2012
     December 31,
2011
 

Deferred installation revenue

   $ 37,281       $ 35,700   

Customer deposits

     13,670         13,669   

Deferred recurring revenue

     5,656         2,918   

Accrued restructuring charges

     2,428         2,565   

Deferred rent

     1,623         1,582   

Deferred tax liabilities, net

     394         394   

Asset retirement obligations

     92         344   

Other current liabilities

     377         518   
  

 

 

    

 

 

 
   $ 61,521       $ 57,690   
  

 

 

    

 

 

 

Other Liabilities

Other liabilities consisted of the following (in thousands):

 

     March 31,
2012
     December 31,
2011
 

Deferred tax liabilities, net

   $ 118,911       $ 117,995   

Asset retirement obligations, non-current

     59,209         56,243   

Deferred rent, non-current

     50,067         48,372   

Deferred installation revenue, non-current

     24,703         24,281   

Accrued taxes, non-current

     22,845         22,226   

Deferred recurring revenue, non-current

     4,123         5,472   

Accrued restructuring charges, non-current

     4,780         5,255   

Customer deposits, non-current

     3,885         4,209   

Other liabilities

     2,537         2,371   
  

 

 

    

 

 

 
   $ 291,060       $ 286,424   
  

 

 

    

 

 

 

 

14


EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

The Company currently leases the majority of its IBX data centers and certain equipment under non-cancelable operating lease agreements expiring through 2035. The IBX data center lease agreements typically provide for base rental rates that increase at defined intervals during the term of the lease. In addition, the Company has negotiated some rent expense abatement periods for certain leases to better match the phased build-out of its centers. The Company accounts for such abatements and increasing base rentals using the straight-line method over the life of the lease. The difference between the straight-line expense and the cash payment is recorded as deferred rent.

4. Derivatives and Hedging Activities

Other Derivatives not Designated as Hedging

The Company uses foreign currency forward contracts to manage the foreign exchange risk associated with certain foreign currency-denominated assets and liabilities. As a result of foreign currency fluctuations, the U.S. dollar equivalent values of the foreign currency-denominated assets and liabilities change. Foreign currency forward contracts represent agreements to exchange the currency of one country for the currency of another country at an agreed-upon price on an agreed-upon settlement date.

The Company has not designated the foreign currency forward contracts as hedging instruments under the accounting standard for derivatives and hedging. Gains and losses on these contracts are included in other income (expense), net, along with those foreign currency gains and losses of the related foreign currency-denominated assets and liabilities associated with these foreign currency forward contracts. The Company entered into various foreign currency forward contracts during the three months ended March 31, 2012 and 2011.

During the three months ended March 31, 2012 and 2011, the Company recorded a net loss of $192,000 and a net gain of $798,000, respectively, in connection with its foreign currency forward contracts, which is reflected in other income (expense) in the condensed consolidated statement of operations.

5. Fair Value Measurements

The Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2012 were as follows (in thousands):

 

     Fair value at
March 31,
2012
     Fair value measurement using  
        Level 1      Level 2      Level 3  

Assets:

           

Cash

   $ 196,911       $ 196,911       $ —         $ —     

Money market and deposit accounts

     434,032         434,032         —           —     

U.S. government securities

     235,924         —           235,924         —     

U.S. government agency securities

     118,254         —           118,254         —     

Corporate bonds

     59,962         —           59,962         —     

Certificates of deposit

     31,816         —           31,816         —     

Foreign government securities

     3,602         —           3,602         —     

Commercial paper

     1,990         —           1,990         —     

Asset-backed securities

     800         —           800         —     
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 1,803,291       $ 630,943       $ 452,348       $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities:

           

Foreign currency forward contracts (1)

   $ 15       $ —         $ 15       $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Amounts are included within other current liabilities in the Company’s accompanying consolidated balance sheet.

 

15


EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

The fair value of the Company’s investments in available-for-sale money market funds approximates their face value. Such instruments are included in cash equivalents. These instruments include available-for-sale debt investments related to the Company’s investments in the securities of other public companies, governmental units and other agencies. The fair value of these investments is based on the quoted market price of the underlying shares.

Valuation Methods

Fair value estimates are made as of a specific point in time based on estimates using present value or other valuation techniques. These techniques involve uncertainties and are affected by the assumptions used and the judgments made regarding risk characteristics of various financial instruments, discount rates, estimates of future cash flows, future expected loss experience and other factors.

Cash, Cash Equivalents and Investments.  The fair value of the Company’s investments in money market funds approximates their face value. Such instruments are included in cash equivalents. The Company’s money market funds are classified within Level 1 of the fair value hierarchy because they are valued using quoted prices for identical instruments in active markets. The fair value of the Company’s other investments approximate their face value. These investments include certificates of deposit and available-for-sale debt investments related to the Company’s investments in the securities of other public companies, governmental units and other agencies. The fair value of these investments is based on the quoted market price of the underlying shares. Such instruments are classified within Level 2 of the fair value hierarchy. The Company obtains the fair values of its Level 2 investments based upon fair values obtained from its custody bank. In addition, the Company obtains fair values of its Level 2 investments from the asset manager of each of its portfolios. The Company validates the fair value of each investment provided by its custody bank by comparing it against the independent pricing information obtained from the asset managers. The custody bank and asset managers independently use professional pricing services to gather pricing data which may include quoted market prices for identical or comparable instruments, or inputs other than quoted prices that are observable either directly or indirectly. The Company is ultimately responsible for its consolidated financial statements and underlying estimates.

The Company determined that the major security types held as of March 31, 2012 were primarily cash and money market funds, U.S. government and agency securities, corporate bonds, certificate of deposits, foreign government securities, commercial paper and asset-backed securities. The Company uses the specific identification method in computing realized gains or losses. Short-term and long-term investments are classified as “available-for-sale” and are carried at fair value with unrealized gains and losses reported in stockholders’ equity as a component of other comprehensive income or loss, net of any related tax effect. The Company reviews its investment portfolio quarterly to determine if any securities may be other-than-temporarily impaired due to increased credit risk, changes in industry or sector of a certain instrument or ratings downgrades over an extended period of time.

Derivative Assets and Liabilities. For foreign currency derivatives, the Company uses forward contract and option valuation models employing market observable inputs, such as spot currency rates, time value and option volatilities with adjustments made to these values utilizing published credit default swap rates of our foreign exchange trading counterparties. The Company has determined that the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, therefore the derivatives are categorized as Level 2.

During the three months ended March 31, 2012, the Company did not have any nonfinancial assets or liabilities measured at fair value on a recurring basis.

 

16


EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

6. Related Party Transactions

The Company has several significant stockholders and other related parties that are also customers and/or vendors. The Company’s activity of related party transactions was as follows (in thousands):

 

     Three months ended
March 31,
 
     2012      2011  

Revenues

   $ 4,743       $ 5,811   

Costs and services

     335         388   

 

     As of
March 31,
 
     2012      2011  

Accounts receivable

   $ 4,057       $ 5,465   

Accounts payable

     —           258   

In connection with the acquisition of ALOG, the Company acquired a lease for one of the Brazilian IBX data centers in which the lessor is a member of ALOG management. This lease contains an option to purchase the underlying property for fair market value on the date of purchase. The Company accounts for this lease as a financing obligation as a result of structural building work pursuant to the accounting standard for lessee’s involvement in asset construction. As of March 31, 2012, the Company had a financing obligation liability totaling approximately $4,770,000 related to this lease on its balance sheet. This amount is considered a related party liability, which is not reflected in the related party data presented above.

7. Capital Lease and Other Financing Obligations

Maturities of Capital Lease and Other Financing Obligations

The Company’s capital lease and other financing obligations are summarized as follows (dollars in thousands):

 

     Capital lease
obligations
    Other
financing
obligations
    Total  

2012 (nine months remaining)

   $ 14,241      $ 16,264      $ 30,505   

2013

     18,739        24,332        43,071   

2014

     19,348        27,601        46,949   

2015

     19,734        30,364        50,098   

2016

     18,698        31,495        50,193   

Thereafter

     132,874        255,561        388,435   
  

 

 

   

 

 

   

 

 

 

Total minimum lease payments

     223,634        385,617        609,251   

Plus amount representing residual property value

     —          214,160        214,160   

Less estimated building costs

     (49     (9,375     (9,424

Less amount representing interest

     (86,166     (312,949     (399,115
  

 

 

   

 

 

   

 

 

 

Present value of net minimum lease payments

     137,419        277,453        414,872   

Less current portion

     (8,088     (3,873     (11,961
  

 

 

   

 

 

   

 

 

 
   $ 129,331      $ 273,580      $ 402,911   
  

 

 

   

 

 

   

 

 

 

 

17


EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

8. Debt Facilities

Loans Payable

The Company’s loans payable consisted of the following (in thousands):

 

     March 31,
2012
    December 31,
2011
 

Asia-Pacific financing

   $ 185,820      $ 193,843   

Paris 4 IBX financing

     16,800        52,104   

ALOG financing

     17,323        10,288   
  

 

 

   

 

 

 
     219,943        256,235   

Less current portion

     (75,361     (87,440
  

 

 

   

 

 

 
   $ 144,582      $ 168,795   
  

 

 

   

 

 

 

Paris 4 IBX Financing

During the three months ended March 31, 2012, construction activity increased the Paris 4 IBX financing liability by $19,037,000 and the Company made payments of approximately $67,423,000 from the restricted cash account under the Paris 4 IBX financing. As a result, the Paris 4 IBX financing liability and the Company’s current restricted cash balance have decreased (refer to “Other Current Assets” in Note 3).

Convertible Debt

The Company’s convertible debt consisted of the following (in thousands):

 

     March 31,
2012
    December 31,
2011
 

2.50% Convertible Subordinated Notes

   $ 250,000      $ 250,000   

3.00% Convertible Subordinated Notes

     395,986        395,986   

4.75% Convertible Subordinated Notes

     373,750        373,750   
  

 

 

   

 

 

 
     1,019,736        1,019,736   

Less amount representing debt discount

     (72,103     (78,652
  

 

 

   

 

 

 
     947,633        941,084   

Less current portion

     (249,474     (246,315
  

 

 

   

 

 

 
   $ 698,159      $ 694,769   
  

 

 

   

 

 

 

2.50% Convertible Subordinated Notes

In March 2007, the Company issued $250,000,000 aggregate principal amount of 2.50% Convertible Subordinated Notes due April 15, 2012 (the “2.50% Convertible Subordinated Notes”). Holders of the 2.50% Convertible Subordinated Notes were eligible to convert their notes at any time on or after March 15, 2012 through the close of business on the business day immediately preceding the maturity date. Upon conversion, holders would receive, at the Company’s election, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock. However, the Company had the right at any time to irrevocably elect for the remaining term of the 2.50% Convertible Subordinated Notes to satisfy its obligation in cash up to 100% of the principal amount of the 2.50% Convertible Subordinated Notes converted, with any remaining amount to be satisfied, at the Company’s election, in shares of its common stock or a combination of cash and shares of its common stock. Upon conversion, due to the conversion formulas associated with the 2.50% Convertible Subordinated Notes, if the Company’s stock was trading at levels exceeding $112.03 per share, and if the Company elected to pay any portion of the consideration in cash, additional consideration beyond the $250,000,000 of gross

 

18


EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

proceeds received would be required. However, in no event would the total number of shares issuable upon conversion of the 2.50% Convertible Subordinated Notes exceed 11.6036 per $1,000 principal amount of 2.50% Convertible Subordinated Notes, subject to anti-dilution adjustments, or the equivalent of $86.18 per share of common stock or a total of 2,900,900 shares of the Company’s common stock. Virtually all of the 2.50% Convertible Subordinated Notes were converted in April 2012 (refer to “Subsequent Events” in Note 14).

3.00% Convertible Subordinated Notes

In September 2007, the Company issued $395,986,000 aggregate principal amount of 3.00% Convertible Subordinated Notes due October 15, 2014 (the “3.00% Convertible Subordinated Notes”). Holders of the 3.00% Convertible Subordinated Notes may convert their notes at their option on any day up to and including the business day immediately preceding the maturity date into shares of the Company’s common stock. The base conversion rate is 7.436 shares of common stock per $1,000 principal amount of 3.00% Convertible Subordinated Notes, subject to adjustment. This represents a base conversion price of approximately $134.48 per share of common stock. If, at the time of conversion, the applicable stock price of the Company’s common stock exceeds the base conversion price, the conversion rate will be determined pursuant to a formula resulting in the receipt of up to 4.4616 additional shares of common stock per $1,000 principal amount of the 3.00% Convertible Subordinated Notes, subject to adjustment. However, in no event would the total number of shares issuable upon conversion of the 3.00% Convertible Subordinated Notes exceed 11.8976 per $1,000 principal amount of 3.00% Convertible Subordinated Notes, subject to anti-dilution adjustments, or the equivalent of $84.05 per share of the Company’s common stock or a total of 4,711,283 shares of the Company’s common stock. As of March 31, 2012, had the holders of the 3.00% Convertible Subordinated Notes converted their notes, the 3.00% Convertible Subordinated Notes would have been convertible into 3,184,580 shares of the Company’s common stock.

4.75% Convertible Subordinated Notes

In June 2009, the Company issued $373,750,000 aggregate principal amount of 4.75% Convertible Subordinated Notes due June 15, 2016 (the “4.75% Convertible Subordinated Notes”). Upon conversion, holders will receive, at the Company’s election, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock. However, the Company may at any time irrevocably elect for the remaining term of the 4.75% Convertible Subordinated Notes to satisfy its obligation in cash up to 100% of the principal amount of the 4.75% Convertible Subordinated Notes converted, with any remaining amount to be satisfied, at the Company’s election, in shares of its common stock or a combination of cash and shares of its common stock. Upon conversion, if the Company elects to pay a sufficiently large portion of the conversion obligation in cash, additional consideration beyond the $373,750,000 of gross proceeds received will be required.

The initial conversion rate is 11.8599 shares of common stock per $1,000 principal amount of 4.75% Convertible Subordinated Notes, subject to adjustment. This represents an initial conversion price of approximately $84.32 per share of common stock. Holders of the 4.75% Convertible Subordinated Notes may convert their notes at any time prior to the close of business on the business day immediately preceding the maturity date under the following circumstances:

 

   

during any fiscal quarter (and only during that fiscal quarter) ending after December 31, 2009, if the sale price of the Company’s common stock, for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the previous fiscal quarter, is greater than 130% of the conversion price per share of common stock on such last trading day, which was $109.62 per share;

 

   

subject to certain exceptions, during the five business day period following any 10 consecutive trading day period in which the trading price of the 4.75% Convertible Subordinated Notes for each day of such period was less than 98% of the product of the sale price of the Company’s common stock and the conversion rate;

 

19


EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

   

upon the occurrence of specified corporate transactions described in the 4.75% Convertible Subordinated Notes Indenture, such as a consolidation, merger or binding share exchange in which the Company’s common stock would be converted into cash or property other than securities; or

 

   

at any time on or after March 15, 2016.

Holders of the 4.75% Convertible Subordinated Notes are eligible to convert their notes during the three months ended June 30, 2012, since the sale price of the Company’s common stock, for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the quarter ended March 31, 2012, was greater than 130% of the conversion price per share of common stock on such last trading day. As of March 31, 2012, had the holders of the 4.75% Convertible Subordinated Notes converted their notes, the 4.75% Convertible Subordinated Notes would have been convertible into a maximum of 4,432,638 shares of the Company’s common stock.

Maturities of Debt Facilities

The following table sets forth maturities of the Company’s debt, including loans payable, senior notes and convertible debt, as of March 31, 2012 (in thousands):

 

Year ending:

  

2012 (nine months remaining)

   $ 290,658   

2013

     70,666   

2014

     467,981   

2015

     36,093   

2016

     302,178   

Thereafter

     1,500,000   
  

 

 

 
   $ 2,667,576   
  

 

 

 

Fair Value of Debt Facilities

The following table sets forth the estimated fair values of the Company’s loans payable, senior notes and convertible debt, including current maturities, as of (in thousands):

 

     March 31,
2012
     December 31,
2011
 

Loans payable

   $ 227,335       $ 269,451   

Senior notes

     1,653,404         1,612,287   

Convertible debt

     1,220,573         1,057,801   

Interest Charges

The following table sets forth total interest costs incurred and total interest costs capitalized for the periods presented (in thousands):

 

     Three months ended
March 31,
 
     2012      2011  

Interest expense

   $ 52,818       $ 37,361   

Interest capitalized

     4,352         2,624   
  

 

 

    

 

 

 

Interest charges incurred

   $ 57,170       $ 39,985   
  

 

 

    

 

 

 

 

20


EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

9. Redeemable Non-Controlling Interests

The following table provides a summary of the activities of the Company’s redeemable non-controlling interests (in thousands):

 

Balance as of December 31, 2011

   $ 67,601   

Net income attributable to redeemable non-controlling interests

     288   

Other comprehensive income attributable to redeemable non-controlling interests

     1,059   

Change in redemption value of non-controlling interests

     (184

Impact of foreign currency exchange

     307   
  

 

 

 

Balance as of March 31, 2012

   $ 69,071   
  

 

 

 

10. Commitments and Contingencies

Legal Matters

Pihana Litigation

On August 22, 2008, a complaint was filed against Equinix, certain former officers and directors of Pihana Pacific, Inc. (“Pihana”), certain investors in Pihana, and others. The lawsuit was filed in the First Circuit Court of the State of Hawai’i, and arises out of December 2002 agreements pursuant to which Equinix merged Pihana and i-STT (a subsidiary of Singapore Technologies Telemedia Pte Ltd) into the Internet exchange services business of Equinix. Plaintiffs, who were allegedly holders of Pihana common stock, allege that their rights as shareholders were violated, and the transaction was effectuated improperly, by Pihana’s majority shareholders, officers and directors, with the alleged assistance of Equinix and others. Among other things, plaintiffs contend that they effectively had a right to block the transaction, that this supposed right was disregarded, and that they improperly received no consideration when the deal was completed. The complaint seeks to recover unspecified punitive damages, equitable relief, fees and costs, and compensatory damages in an amount that plaintiffs allegedly “believe may be all or a substantial portion of the approximately $725,000,000 value of Equinix held by Defendants” (a group that includes more than 30 individuals and entities). An amended complaint, which added new plaintiffs (other alleged holders of Pihana common stock) but is otherwise substantially similar to the original pleading, was filed on September 29, 2008 (the “Amended Complaint”). On October 13, 2008, a complaint was filed in a separate action by another purported holder of Pihana common stock, naming the same defendants and asserting substantially similar allegations as the August 22, 2008 and September 29, 2008 pleadings. On December 12, 2008, the court entered a stipulated order, which consolidated the two actions under one case number and set January 22, 2009 as the last day for Defendants to move to dismiss or otherwise respond to the Amended Complaint, the operative complaint in this case. On January 22, 2009, motions to dismiss the Amended Complaint were filed by Equinix and other Defendants. On April 24, 2009, plaintiffs filed a Second Amended Complaint (“SAC”) to correct the naming of certain parties. The SAC is otherwise substantively identical to the Amended Complaint, and all motions to dismiss the Amended Complaint have been treated as responsive to the SAC. On September 1, 2009, the Court heard Defendants’ motions to dismiss the SAC and ruled at the hearing that all claims against all Defendants are time-barred. The Court also considered whether there were further independent grounds for dismissing the claims, and supplemental briefing was submitted with respect to claims against one defendant and plaintiffs’ renewed request for further leave to amend. On March 23, 2010, the Court entered final Orders granting the motions to dismiss as to all Defendants and issued a minute Order denying plaintiffs’ renewed request for further leave to amend. On May 21, 2010, plaintiffs filed a Notice of Appeal, and plaintiffs’ appeal is currently pending before the Hawaii Supreme Court. In January 2011, one group of co-defendants (Morgan Stanley and certain persons and entities affiliated with it) entered into a separate settlement with plaintiffs. The trial court determined that the settlement was made in “good faith” in accordance with Hawai’i statutory law, and certain non-settling defendants (including Equinix) filed an appeal from that order before the Intermediate Court of Appeals. That appeal has been stayed pending resolution of plaintiffs’ appeal before the Hawai’i Supreme Court. In August 2011, another group of co-defendants (UBS AG and UBS Capital Asia Pacific Limited Fund) entered into a separate settlement with plaintiffs. The parties stipulated that the ultimate disposition of the Morgan Stanley “good faith” determination will apply to the UBS settlement. In December 2011, the parties

 

21


EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

reached agreement in principle on a global settlement which provides, among other things, that all claims and proceedings against all defendants will be dismissed with prejudice. The agreement is subject to final documentation, among other things. In the event that the settlement is not finalized for any reason, the Company continues to believe that plaintiffs’ claims and alleged damages are without merit and the Company intends to continue to defend the litigation vigorously.

Due to the inherent uncertainties of litigation, the Company cannot accurately predict the ultimate outcome of the matter. The Company is unable at this time to determine whether the outcome of the litigation would have a material impact on its results of operations, financial condition or cash flows.

The Company believes that while an unfavorable outcome to this litigation is reasonably possible, a range of potential loss cannot be determined at this time. The Company has not accrued any amounts in connection with this legal matter as of March 31, 2012 as the Company concluded that an unfavorable outcome is not probable.

Alleged Class Action and Shareholder Derivative Actions

On March 4, 2011, an alleged class action entitled Cement Masons & Plasterers Joint Pension Trust v. Equinix, Inc., et al., No. CV-11-1016-SC, was filed in the United States District Court for the Northern District of California, against Equinix and two of its officers. The suit asserts purported claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 for allegedly misleading statements regarding the Company’s business and financial results. The suit is purportedly brought on behalf of purchasers of the Company’s common stock between July 29, 2010 and October 5, 2010, and seeks compensatory damages, fees and costs. Defendants filed a motion to dismiss on November 7, 2011. On March 2, 2012, the court granted defendants’ motion to dismiss without prejudice and gave plaintiffs thirty days in which to amend their complaint. Pursuant to stipulation and order of the court entered on March 16, 2012, the parties agreed that plaintiffs would have up to and through May 2, 2012 to file a Second Amended Complaint. Should plaintiffs not file a Second Amended Complaint by May 2, 2012, the parties agreed that the action would be dismissed with prejudice.

On March 8, 2011, an alleged shareholder derivative action entitled Rikos v. Equinix, Inc., et al., No. CGC-11-508940, was filed in California Superior Court, County of San Francisco, purportedly on behalf of Equinix, and naming Equinix (as a nominal defendant), the members of its board of directors, and two of its officers as defendants. The suit is based on allegations similar to those in the federal securities class action and asserts causes of action against the individual defendants for breach of fiduciary duty, abuse of control, gross mismanagement, waste of corporate assets and unjust enrichment. By agreement and order of the court, this case has been temporarily stayed pending proceedings in the class action, and, pursuant to that agreement, defendants need not respond to the complaint at this time.

On May 20, 2011, an alleged shareholder derivative action entitled Stopa v. Clontz, et al., No. CV-11-2467-SC was filed in the United States District Court for the Northern District of California, purportedly on behalf of Equinix, naming Equinix (as a nominal defendant) and the members of its board of directors as defendants. The suit is based on allegations similar to those in the federal securities class action and the state court derivative action, and asserts causes of action against the individual defendants for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement and waste of corporate assets. On June 10, 2011, the court signed an order relating this case to the federal securities class action. Plaintiffs filed an amended complaint on December 14, 2011. By agreement and order of the court, this case has been temporarily stayed pending proceedings in the class action and, pursuant to that agreement, defendants need not respond to the complaint at this time.

Due to the inherent uncertainties of litigation, the Company cannot accurately predict the ultimate outcome of these matters. The Company is unable at this time to determine whether the outcome of the litigation would have a material impact on its results of operations, financial condition or cash flows.

The Company believes that while an unfavorable outcome to this litigation is reasonably possible, a range of potential loss cannot be determined at this time. The Company has not accrued any amounts in connection with this legal matter as of March 31, 2012 as the Company concluded that an unfavorable outcome is not probable.

 

22


EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Other Purchase Commitments

Primarily as a result of the Company’s various IBX expansion projects, as of March 31, 2012, the Company was contractually committed for $265,891,000 of unaccrued capital expenditures, primarily for IBX equipment not yet delivered and labor not yet provided, in connection with the work necessary to open these IBX centers and make them available to customers for installation. In addition, the Company had numerous other, non-capital purchase commitments in place as of March 31, 2012, such as commitments to purchase power in select locations through the remainder of 2012 and thereafter, and other open purchase orders for goods or services to be delivered or provided during the remainder of 2012 and thereafter. Such other miscellaneous purchase commitments totaled $176,480,000 as of March 31, 2012.

11. Stockholders’ Equity

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss, net of tax, are as follows (in thousands):

 

     Balance as of
December 31,
2011
    Net
change
    Balance as of
March 31,
2012
 

Foreign currency translation gain (loss)

   $ (150,872   $ 34,312      $ (116,560

Unrealized gain on available for sale securities

     64        78        142   

Other comprehensive income (loss) attributable to redeemable non-controlling interests

     7,110        (1,059     6,051   
  

 

 

   

 

 

   

 

 

 
   $ (143,698   $ 33,331      $ (110,367
  

 

 

   

 

 

   

 

 

 

Changes in foreign currencies can have a significant impact to the Company’s consolidated balance sheets (as evidenced above in the Company’s foreign currency translation gain or loss), as well as its consolidated results of operations, as amounts in foreign currencies are generally translating into more U.S. dollars when the U.S. dollar weakens or less U.S. dollars when the U.S. dollar strengthens. During the three months ended March 31, 2012, the U.S. dollar was generally weaker relative to certain of the currencies of the foreign countries in which the Company operates. This overall weakness of the U.S. dollar had an overall positive impact on the Company’s consolidated results of operations because the foreign denominations translated into more U.S. dollars. This also impacted the Company’s condensed consolidated balance sheets, as amounts denominated in foreign currencies are generally translating into more U.S. dollars. In future periods, the volatility of the U.S. dollar as compared to the other currencies in which the Company operates could have a significant impact on its consolidated financial position and results of operations including the amount of revenue that the Company reports in future periods.

Treasury Stock

During the three months ended March 31, 2012, the Company repurchased a total of 131,489 shares of its common stock in the open market at an average price of $101.64 per share for total consideration of $13,364,000 under a share repurchase program that was approved by the Company’s Board of Directors in November 2011. As of March 31, 2012, the Company may purchase up to an additional $149,970,000 in value of the Company’s common stock through December 31, 2012 under this share repurchase program.

 

23


EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Stock-Based Compensation

In February and March 2012, the Compensation Committee and the Stock Award Committee of the Company’s Board of Directors approved the issuance of an aggregate of 661,659 shares of restricted stock units to certain employees, including executive officers, pursuant to the 2000 Equity Incentive Plan as part of the Company’s annual refresh program. These equity awards are subject to vesting provisions and have a weighted-average grant date fair value of $135.61 and a weighted-average requisite service period of 3.25 years.

The following table presents, by operating expense category, the Company’s stock-based compensation expense recognized in the Company’s condensed consolidated statement of operations (in thousands):

 

     Three months ended
March 31,
 
     2012      2011  

Cost of revenues

   $ 1,395       $ 1,345   

Sales and marketing

     4,035         2,866   

General and administrative

     13,673         11,324   
  

 

 

    

 

 

 
   $ 19,103       $ 15,535   
  

 

 

    

 

 

 

12. Segment Information

While the Company has a single line of business, which is the design, build-out and operation of IBX data centers, it has determined that it has three reportable segments comprised of its Americas, EMEA and Asia-Pacific geographic regions. The Company’s chief operating decision-maker evaluates performance, makes operating decisions and allocates resources based on the Company’s revenue and adjusted EBITDA performance both on a consolidated basis and based on these three geographic regions.

 

24


EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

The Company provides the following segment disclosures as follows (in thousands):

 

     Three months ended
March 31,
 
     2012      2011  

Total revenues:

     

Americas

   $ 288,084       $ 232,527   

EMEA

     101,336         82,039   

Asia-Pacific

     62,780         48,463   
  

 

 

    

 

 

 
   $ 452,200       $ 363,029   
  

 

 

    

 

 

 

Total depreciation and amortization:

     

Americas

   $ 59,671       $ 52,700   

EMEA

     17,273         16,678   

Asia-Pacific

     15,860         8,957   
  

 

 

    

 

 

 
   $ 92,804       $ 78,335   
  

 

 

    

 

 

 

Income from operations:

     

Americas

   $ 61,918       $ 47,319   

EMEA

     27,279         11,471   

Asia-Pacific

     11,901         12,515   
  

 

 

    

 

 

 
   $ 101,098       $ 71,305   
  

 

 

    

 

 

 

Capital expenditures:

     

Americas

   $ 72,048       $ 48,878   

EMEA

     42,704         82,849   

Asia-Pacific

     30,738         58,339   
  

 

 

    

 

 

 
   $ 145,490       $ 190,066   
  

 

 

    

 

 

 

The Company’s long-lived assets are located in the following geographic areas as of (in thousands):

 

     March 31,
2012
     December 31,
2011
 

Americas

   $ 1,941,586       $ 1,899,769   

EMEA

     859,254         764,885   

Asia-Pacific

     586,529         561,258   
  

 

 

    

 

 

 
   $ 3,387,369       $ 3,225,912   
  

 

 

    

 

 

 

Revenue information on a services basis is as follows (in thousands):

 

     Three months ended
March 31,
 
     2012      2011  

Colocation

   $ 340,776       $ 280,735   

Interconnection

     65,790         54,075   

Managed infrastructure

     22,272         8,477   

Rental

     783         622   
  

 

 

    

 

 

 

Recurring revenues

     429,621         343,909   

Non-recurring revenues

     22,579         19,120   
  

 

 

    

 

 

 
   $ 452,200       $ 363,029   
  

 

 

    

 

 

 

No single customer accounted for 10% or greater of the Company’s revenues for the three months ended March 31, 2012 and 2011. No single customer accounted for 10% or greater of the Company’s gross accounts receivable as of March 31, 2012 and December 31, 2011.

 

25


EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

13. Restructuring Charges

Switch and Data Restructuring Charge

A summary of the activity in the Switch and Data accrued restructuring charge associated with one-time termination benefits, primarily comprised of severance, attributed to certain Switch and Data employees from December 31, 2011 to March 31, 2012 is outlined as follows (in thousands):

 

Accrued restructuring charge as of December 31, 2011 (1)

   $ 140   

Cash payments

     (140
  

 

 

 

Accrued restructuring charge as of March 31, 2012

   $ —     
  

 

 

 

 

  (1) Included within other current liabilities.

2004 Restructuring Charge

A summary of the activity in the 2004 accrued restructuring charge from December 31, 2011 to March 31, 2012 is outlined as follows (in thousands):

 

Accrued restructuring charge as of December 31, 2011

   $ 7,680   

Accretion expense

     116   

Cash payments

     (588
  

 

 

 

Accrued restructuring charge as of March 31, 2012

   $ 7,208   
  

 

 

 

As the Company currently has no plans to enter into a lease termination with the landlord associated with the excess space lease in the New York metro area, the Company has reflected its accrued restructuring liability as both a current and non-current liability. The Company reports accrued restructuring charges within other current liabilities and other liabilities on the accompanying consolidated balance sheets as of March 31, 2012 and December 31, 2011. The Company is contractually committed to this excess space lease through 2015.

14. Subsequent Events

In April 2012, virtually all of the holders of the 2.50% Convertible Subordinated Notes converted their notes. The Company settled the $250,000,000 in aggregate principal amount of the 2.50% Convertible Subordinated Notes, plus accrued interest, in $253,132,000 of cash and 622,867 shares of the Company’s common stock. The total value of the shares of the Company’s common stock issued by the Company was $95,915,000, which is based on the closing price of the Company’s common stock on April 16, 2012, the date the shares were issued. The number of shares issued to the holders of the 2.50% Convertible Subordinated Notes was based on the volume weighted average price per share of the Company’s common stock for each of the 10 consecutive trading days during the period beginning on the 12th scheduled trading day immediately preceding the maturity date.

 

26


Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information in this discussion 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. 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 and the timing of certain events may differ significantly from the results discussed in the 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 “Risk Factors” in Item 1A of Part II of this Quarterly Report on Form 10-Q. All forward-looking statements in this document are based on information available to us as of the date of this Report and we assume no obligation to update any such forward-looking statements.

Our management’s discussion and analysis of financial condition and results of operations is intended to assist readers in understanding our financial information from our management’s perspective and is presented as follows:

 

   

Overview

   

Results of Operations

   

Non-GAAP Financial Measures

   

Liquidity and Capital Resources

   

Contractual Obligations and Off-Balance-Sheet Arrangements

   

Critical Accounting Policies and Estimates

   

Recent Accounting Pronouncements

Overview

Equinix provides global data center services that protect and connect the world’s most valued information assets. Global enterprises, financial services companies, and content and network service providers rely upon Equinix’s leading insight and data centers in 38 markets around the world for the safeguarding of their critical IT equipment and the ability to directly connect to the networks that enable today’s information-driven economy. Equinix offers the following data center services: premium data center colocation, interconnection and exchange services, and outsourced IT infrastructure services. As of March 31, 2012, we operated or had partner IBX data centers in the Atlanta, Boston, Buffalo, Chicago, Cleveland, Dallas, Denver, Detroit, Indianapolis, Los Angeles, Miami, Nashville, New York, Philadelphia, Phoenix, Pittsburgh, Rio De Janeiro, Sao Paulo, Seattle, Silicon Valley, St. Louis, Tampa, Toronto and Washington, D.C. metro areas in the Americas region; France, Germany, Italy, the Netherlands, Switzerland and the United Kingdom in the Europe, Middle East, Africa (EMEA) region; and Australia, Hong Kong, Japan, China and Singapore in the Asia-Pacific region.

We leverage our global data centers in 38 markets around the world as a global service delivery platform which serves more than 90% of the world’s Internet routes and allows our customers to increase information and application delivery performance while significantly reducing costs. Based on our global delivery platform and the quality of our IBX data centers, we believe we have established a critical mass of customers. As more customers locate in our IBX data centers, it benefits their suppliers and business partners to colocate as well in order to gain the full economic and performance benefits of our services. These partners, in turn, pull in their business partners, creating a “marketplace” for their services. Our global delivery platform enables scalable, reliable and cost-effective colocation, interconnection and traffic exchange thus lowering overall cost and increasing flexibility. Our focused business model is based on our critical mass of customers and the resulting “marketplace” effect. This global delivery platform, combined with our strong financial position, continues to drive new customer growth and bookings as we drive scale into our global business.

 

27


Historically, our market has been served by large telecommunications carriers who have bundled their telecommunications products and services with their colocation offerings. The data center services market landscape has evolved to include cloud computing/utility providers, application hosting providers and systems integrators, managed infrastructure hosting providers and colocation providers with over 350 companies providing data center services in the United States alone. Each of these data center services providers can bundle various colocation, interconnection and network services, and outsourced IT infrastructure services. We are able to offer our customers a global platform that supports global reach to 13 countries, proven operational reliability, improved application performance and network choice, and a highly scalable set of services.

Excluding ALOG Data Centers do Brasil S.A. and its subsidiaries, referred to as ALOG, our customer count increased to 4,828 as of March 31, 2012 versus 4,046 as of March 31, 2011, an increase of 19%. This increase was due to organic growth in our business. Our utilization rate represents the percentage of our cabinet space billing versus net sellable cabinet space available taking into account power limitations. Excluding the impact of ALOG, our utilization rate increased to 82% as of March 31, 2012 versus approximately 79% as of March 31, 2011; however, excluding the impact of our IBX data center expansion projects that have opened during the last 12 months, our utilization rate would have increased to approximately 85% as of March 31, 2012. Our utilization rate varies from market to market among our IBX data centers across the Americas, EMEA and Asia-Pacific regions. We continue to monitor the available capacity in each of our selected markets. To the extent we have limited capacity available in a given market it may limit our ability for growth in that market. We perform demand studies on an ongoing basis to determine if future expansion is warranted in a market. In addition, power and cooling requirements for most customers are growing on a per unit basis. As a result, customers are consuming an increasing amount of power per cabinet. Although we generally do not control the amount of power our customers draw from installed circuits, we have negotiated power consumption limitations with certain of our high power demand customers. This increased power consumption has driven the requirement to build out our new IBX data centers to support power and cooling needs twice that of previous IBX data centers. We could face power limitations in our centers even though we may have additional physical cabinet capacity available within a specific IBX data center. This could have a negative impact on the available utilization capacity of a given center, which could have a negative impact on our ability to grow revenues, affecting our financial performance, operating results and cash flows.

Strategically, we will continue to look at attractive opportunities to grow our market share and selectively improve our footprint and service offerings. As was the case with our recent expansions and acquisitions, our expansion criteria will be dependent on a number of factors such as demand from new and existing customers, quality of the design, power capacity, access to networks, capacity availability in the current market location, amount of incremental investment required by us in the targeted property, lead-time to break-even and in-place customers. Like our recent expansions and acquisitions, the right combination of these factors may be attractive to us. Depending on the circumstances, these transactions may require additional capital expenditures funded by upfront cash payments or through long-term financing arrangements, in order to bring these properties up to Equinix standards. Property expansion may be in the form of purchases of real property, long-term leasing arrangements or acquisitions. Future purchases, construction or acquisitions may be completed by us or with partners or potential customers to minimize the outlay of cash, which can be significant.

Our business is based on a recurring revenue model comprised of colocation, interconnection and managed infrastructure services. We consider these services recurring as our customers are generally billed on a fixed and recurring basis each month for the duration of their contract, which is generally one to three years in length. Our recurring revenues have comprised more than 90% of our total revenues during the past three years. In addition, during the past three years, in any given quarter, greater than half of our monthly recurring revenue bookings came from existing customers, contributing to our revenue growth.

 

28


Our non-recurring revenues are primarily comprised of installation services related to a customer’s initial deployment and professional services that we perform. These services are considered to be non- recurring as they are billed typically once and upon completion of the installation or professional services work performed. The majority of these non-recurring revenues are typically billed on the first invoice distributed to the customer in connection with their initial installation. However, revenues from installation services are deferred and recognized ratably over the longer of the term of the related contract or expected life of the services. Additionally, revenue from contract settlements, when a customer wishes to terminate their contract early, is recognized when no remaining performance obligations exist and collectability is reasonably assured, to the extent that the revenue has not previously been recognized. As a percentage of total revenues, we expect non-recurring revenues to represent less than 10% of total revenues for the foreseeable future.

Our Americas revenues are derived primarily from colocation and interconnection services while our EMEA and Asia-Pacific revenues are derived primarily from colocation and managed infrastructure services.

The largest components of our cost of revenues are depreciation, rental payments related to our leased IBX data centers, utility costs, including electricity and bandwidth, IBX data center employees’ salaries and benefits, including stock-based compensation, repairs and maintenance, supplies and equipment and security services. A substantial majority of our cost of revenues is fixed in nature and should not vary significantly from period to period, unless we expand our existing IBX data centers or open or acquire new IBX data centers. However, there are certain costs which are considered more variable in nature, including utilities and supplies, that are directly related to growth in our existing and new customer base. We expect the cost of our utilities, specifically electricity, will generally increase in the future on a per-unit or fixed basis in addition to the variable increase related to the growth in consumption by the customer. In addition, the cost of electricity is generally higher in the summer months as compared to other times of the year. To the extent we incur increased utility costs, such increased costs could materially impact our financial condition, results of operations and cash flows. Furthermore, to the extent we incur increased electricity costs as a result of either climate change policies or the physical effects of climate change, such increased costs could materially impact our financial condition, results of operations and cash flows.

Sales and marketing expenses consist primarily of compensation and related costs for sales and marketing personnel, including stock-based compensation, sales commissions, marketing programs, public relations, promotional materials and travel, as well as bad debt expense and amortization of customer contract intangible assets.

General and administrative expenses consist primarily of salaries and related expenses, including stock-based compensation, accounting, legal and other professional service fees, and other general corporate expenses such as our corporate regional headquarters office leases and some depreciation expense.

Due to our recurring revenue model, and a cost structure which has a large base that is fixed in nature and generally does not grow in proportion to revenue growth, we expect our cost of revenues, sales and marketing expenses and general and administrative expenses to decline as a percentage of revenue over time, although we expect each of them to grow in absolute dollars in connection with our growth. This is evident in the trends noted below in our discussion on our results of operations. However, for cost of revenues, this trend may periodically be impacted when a large expansion project opens or is acquired and before it starts generating any meaningful revenue. Furthermore, in relation to cost of revenues, we note that the Americas region has a lower cost of revenues as a percentage of revenue than either EMEA or Asia-Pacific. This is due to both the increased scale and maturity of the Americas region compared to either EMEA or Asia-Pacific, as well as a higher cost structure outside of the Americas, particularly in EMEA. While we expect all three regions to continue to see lower cost of revenues as a percentage of revenues in future periods, we expect the trend of the Americas having the lowest cost of revenues as a percentage of revenue and EMEA having the highest to continue. As a result, to the extent that revenue growth outside the Americas grows in greater proportion than revenue growth in the Americas, our overall cost of revenues as a percentage of revenues may increase in future periods. Sales and marketing expenses and general and administrative expenses may also periodically increase as a percentage of revenue as we continue to scale our operations to support our growth.

 

29


Results of Operations

Our results of operations for the three months ended March 31, 2012 include the operations of ALOG, an acquisition that closed on April 25, 2011.

Constant Currency Presentation

Our revenues and certain operating expenses (cost of revenues, sales and marketing and general and administrative expenses) from our international operations have represented and will continue to represent a significant portion of our total revenues and certain operating expenses. As a result, our revenues and certain operating expenses have been and will continue to be affected by changes in the U.S. dollar against major international currencies such as the Brazilian reais, British pound, Canadian dollar, Euro, Swiss franc, Australian dollar, Hong Kong dollar, Japanese yen and Singapore dollar. In order to provide a framework for assessing how each of our business segments performed excluding the impact of foreign currency fluctuations, we present period-over-period percentage changes in our revenues and certain operating expenses on a constant currency basis in addition to the historical amounts as reported. Presenting constant currency results of operations is a non-GAAP financial measure and is not meant to be considered in isolation or as an alternative to GAAP results of operations. However, we have presented this non-GAAP financial measure to provide investors with an additional tool to evaluate our operating results. To present this information, our current and comparative prior period revenues and certain operating expenses from entities reporting in currencies other than the U.S. dollar are converted into U.S. dollars at constant exchange rates rather than the actual exchange rates in effect during the respective periods (i.e. average rates in effect for the three months ended March 31, 2011 are used as exchange rates for the three months ended March 31, 2012 when comparing the three months ended March 31, 2012 with the three months ended March 31, 2011).

Three Months Ended March 31, 2012 and 2011

Revenues.  Our revenues for the three months ended March 31, 2012 and 2011 were generated from the following revenue classifications and geographic regions (dollars in thousands):

 

     Three months ended March 31,     % change  
     2012      %     2011      %     Actual     Constant
currency
 

Americas:

              

Recurring revenues

   $ 278,763         62   $ 223,389         62     25     25

Non-recurring revenues

     9,321         2     9,138         2     2     2
  

 

 

    

 

 

   

 

 

    

 

 

     
     288,084         64     232,527         64     24     24
  

 

 

    

 

 

   

 

 

    

 

 

     

EMEA:

              

Recurring revenues

     91,533         20     74,328         21     23     27

Non-recurring revenues

     9,803         2     7,711         2     27     31
  

 

 

    

 

 

   

 

 

    

 

 

     
     101,336         22     82,039         23     24     27
  

 

 

    

 

 

   

 

 

    

 

 

     

Asia-Pacific:

              

Recurring revenues

     59,325         13     46,192         13     28     25

Non-recurring revenues

     3,455         1     2,271         0     52     49
  

 

 

    

 

 

   

 

 

    

 

 

     
     62,780         14     48,463         13     30     27
  

 

 

    

 

 

   

 

 

    

 

 

     

Total:

              

Recurring revenues

     429,621         95     343,909         95     25     25

Non-recurring revenues

     22,579         5     19,120         5     18     19
  

 

 

    

 

 

   

 

 

    

 

 

     
   $ 452,200         100   $ 363,029         100     25     25
  

 

 

    

 

 

   

 

 

    

 

 

     

 

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Americas Revenues.  Growth in Americas revenues was primarily due to (i) the impact of the ALOG acquisition, which resulted in $18.7 million of additional revenue, (ii) $4.8 million of revenue generated from our recently-opened IBX data centers or IBX data center expansions in the Chicago, Dallas and Washington, D.C. metro areas and (iii) an increase in orders from both our existing customers and new customers during the period as reflected in the growth in our customer count and utilization rate, as discussed above, in both our new and existing IBX data centers. We expect that our Americas revenues will continue to grow in future periods as a result of the ALOG acquisition and continued growth in the recently-opened IBX data centers or IBX data center expansions and additional expansions currently taking place in the Dallas, Miami, New York, Seattle and Washington, D.C. metro areas, which are expected to open during the remainder of 2012 and 2013. Our estimates of future revenue growth take account of expected changes in recurring revenues attributed to customer bookings, customer churn or changes or amendments to customers’ contracts.

EMEA Revenues.  Our revenues from the U.K., the largest revenue contributor in the EMEA region for the period, represented approximately 40% of the regional revenues during the three months ended March 31, 2012. During the three months ended March 31, 2011, our revenues from Germany, the largest revenue contributor in the EMEA region for the period, represented approximately 35% of the regional revenues. Our EMEA revenue growth was due to (i) approximately $10.9 million of revenue from our recently-opened IBX data centers or IBX data center expansions in the Amsterdam, London and Paris metro areas and (ii) an increase in orders from both our existing customers and new customers during the period as reflected in the growth in our customer count and utilization rate, as discussed above, in both our new and existing IBX data centers. During the three months ended March 31, 2012, the U.S. dollar was generally stronger relative to the British pound and Euro than during the three months ended March 31, 2011, resulting in approximately $3.0 million of unfavorable foreign currency impact to our EMEA revenues during the three months ended March 31, 2012 when compared to average exchange rates of the three months ended March 31, 2011. We expect that our EMEA revenues will continue to grow in future periods as a result of continued growth in recently-opened IBX data centers or IBX data center expansions and additional expansions currently taking place in the Frankfurt, Amsterdam, Paris, London, Zurich and Geneva metro areas, which are expected to open during the remainder of 2012. Our estimates of future revenue growth take account of expected changes in recurring revenues attributed to customer bookings, customer churn or changes or amendments to customers’ contracts.

Asia-Pacific Revenues.  Our revenues from Singapore, the largest revenue contributor in the Asia-Pacific region, represented approximately 40% of the regional revenues for the three months ended March 31, 2012 and 2011. Our Asia-Pacific revenue growth was due to (i) approximately $5.3 million of revenue generated from our recently-opened IBX center expansions in the Hong Kong, Singapore, Sydney and Tokyo metro areas and (ii) an increase in orders from both our existing customers and new customers during the period as reflected in the growth in our customer count and utilization rate, as discussed above, in both our new and existing IBX data centers. During the three months ended March 31, 2012, the U.S. dollar was generally weaker relative to the Australian dollar, Hong Kong dollar, Japanese yen and Singapore dollar than during the three months ended March 31, 2011, resulting in approximately $1.4 million of favorable foreign currency impact to our Asia-Pacific revenues during the three months ended March 31, 2012 when compared to average exchange rates of the three months ended March 31, 2011. We expect that our Asia-Pacific revenues will continue to grow in future periods as a result of continued growth in these recently-opened IBX center expansions and additional expansions currently taking place in the Hong Kong, Singapore and Sydney metro areas, which are expected to open during the remainder of 2012 and 2013. Our estimates of future revenue growth take account of expected changes in recurring revenues attributed to customer bookings, or changes or amendments to customers’ contracts.

 

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Cost of Revenues.  Our cost of revenues for the three months ended March 31, 2012 and 2011 were split among the following geographic regions (dollars in thousands):

 

     Three months ended March 31,     % change  
     2012      %     2011      %     Actual     Constant
currency
 

Americas

   $ 136,094         60   $ 117,586         60     16     16

EMEA

     51,138         23     49,971         26     2     6

Asia-Pacific

     37,847         17     27,019         14     40     37
  

 

 

    

 

 

   

 

 

    

 

 

     

Total

   $ 225,079         100   $ 194,576         100     16     16
  

 

 

    

 

 

   

 

 

    

 

 

     

 

     Three months ended
March 31,
 
     2012     2011  

Cost of revenues as a percentage of revenues:

    

Americas

     47     51

EMEA

     50     61

Asia-Pacific

     60     56

Total

     50     54

Americas Cost of Revenues.  The increase in our Americas cost of revenues was primarily due to the impact of the ALOG acquisition, which resulted in $11.7 million of additional cost of revenues for the three months ended March 31, 2012. Our Americas cost of revenues for the three months ended March 31, 2012 and 2011 included $50.6 million and $45.2 million, respectively, of depreciation expense, including $2.1 million of depreciation expense from the impact of the ALOG acquisition for the three months ended March 31, 2012.

Excluding the impact of the ALOG acquisition, our Americas cost of revenues during the three months ended March 31, 2012 was $124.4 million, which represents an increase of 6% from the three months ended March 31, 2011. Growth in depreciation expense was primarily due to our IBX center expansion activity. Excluding depreciation expense, the increase in our Americas cost of revenues was primarily due to an increase of $1.6 million in higher utility costs. We expect Americas cost of revenues to increase as we continue to grow our business.

EMEA Cost of Revenues.  EMEA cost of revenues for the three months ended March 31, 2012 and 2011 included $15.5 million and $15.1 million, respectively, of depreciation expense. Growth in depreciation expense was primarily due to our IBX center expansion activity. Excluding depreciation expense, our EMEA cost of revenues did not materially change. During the three months ended March 31, 2012, the U.S. dollar was generally stronger relative to the British pound and Euro than during the three months ended March 31, 2011, resulting in approximately $1.6 million of favorable foreign currency impact to our EMEA cost of revenues during the three months ended March 31, 2012 when compared to average exchange rates of the three months ended March 31, 2011. We expect EMEA cost of revenues to increase as we continue to grow our business.

Asia-Pacific Cost of Revenues.  Asia-Pacific cost of revenues for the three months ended March 31, 2012 and 2011 included $15.4 million and $8.6 million, respectively, of depreciation expense. Growth in depreciation expense was primarily due to our IBX center expansion activity. Excluding depreciation expense, the increase in Asia-Pacific cost of revenues was primarily the result of costs associated with our expansion projects and overall growth in costs to support our revenue growth, such as $2.8 million of higher utility costs. During the three months ended March 31, 2012, the impact of foreign currency fluctuations to our Asia-Pacific cost of revenues was not significant when compared to average exchange rates of the three months ended March 31, 2011. We expect Asia-Pacific cost of revenues to increase as we continue to grow our business.

 

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Sales and Marketing Expenses.  Our sales and marketing expenses for the three months ended March 31, 2012 and 2011 were split among the following geographic regions (dollars in thousands):

 

     Three months ended March 31,     % change  
     2012      %     2011      %     Actual     Constant
currency
 

Americas

   $ 31,089         67   $ 21,811         65     43     43

EMEA

     10,483         22     8,438         25     24     27

Asia-Pacific

     4,999         11     3,387         10     48     45
  

 

 

    

 

 

   

 

 

    

 

 

     

Total

   $ 46,571         100   $ 33,636         100     38     39
  

 

 

    

 

 

   

 

 

    

 

 

     

 

     Three months ended
March  31,
 
     2012     2011  

Sales and marketing expenses as a percentage of revenues:

    

Americas

     11     9

EMEA

     10     10

Asia-Pacific

     8     7

Total

     10     9

Americas Sales and Marketing Expenses.  The increase in our Americas sales and marketing expenses was partly due to the impact of the ALOG acquisition, which resulted in $2.7 million of additional sales and marketing expenses for the three months ended March 31, 2012.

Excluding the impact of the ALOG acquisition, our Americas sales and marketing expenses during the three months ended March 31, 2012 were $28.4 million, which represents an increase of 30% from the three months ended March 31, 2011. This increase was primarily due to $4.8 million of higher compensation costs, including sales compensation, general salaries, bonuses, stock-based compensation and headcount growth (221 Americas sales and marketing employees as of March 31, 2012 versus 133 as of March 31, 2011). Over the past several years, we have been investing in our Americas sales and marketing initiatives to further increase our revenue. These investments have included the hiring of additional headcount and new product innovation efforts and, as a result, our Americas sales and marketing expenses as a percentage of revenues have increased. Although we anticipate that we will continue to invest in Americas sales and marketing initiatives, we believe our Americas sales and marketing expenses as a percentage of revenues will remain at approximately current levels over the next year but should ultimately decrease as we continue to grow our business.

EMEA Sales and Marketing Expenses.  The increase in our EMEA sales and marketing expenses was primarily due to $1.0 million of higher compensation costs, including sales compensation, general salaries, bonuses, stock-based compensation expense and headcount growth (123 EMEA sales and marketing employees as of March 31, 2012 versus 86 as of March 31, 2011). For the three months ended March 31, 2012, the impact of foreign currency fluctuations to our EMEA sales and marketing expenses was not significant when compared to average exchange rates of the three months ended March 31, 2011. Over the past several years, we have been investing in our EMEA sales and marketing initiatives to further increase our revenue. These investments have included the hiring of additional headcount and new product innovation efforts and, as a result, our EMEA sales and marketing expenses as a percentage of revenues have increased. Although we anticipate that we will continue to invest in EMEA sales and marketing initiatives, we believe our EMEA sales and marketing expenses as a percentage of revenues will remain at approximately current levels over the next year but should ultimately decrease as we continue to grow our business.

 

33


Asia-Pacific Sales and Marketing Expenses.  The increase in our Asia-Pacific sales and marketing expenses was primarily due to $1.3 million of higher compensation costs, including sales compensation, general salaries, bonuses, stock-based compensation expense and headcount growth (72 Asia-Pacific sales and marketing employees as of March 31, 2012 versus 56 as of March 31, 2011). For the three months ended March 31, 2012, the impact of foreign currency fluctuations to our Asia-Pacific sales and marketing expenses was not significant when compared to average exchange rates of the three months ended March 31, 2011. Over the past several years, we have been investing in our Asia-Pacific sales and marketing initiatives to further increase our revenue. These investments have included the hiring of additional headcount and new product innovation efforts and, as a result, our Asia-Pacific sales and marketing expenses have increased. Although we anticipate that we will continue to invest in Asia-Pacific sales and marketing initiatives, we believe our Asia-Pacific sales and marketing expenses as a percentage of revenues will remain at approximately current levels over the next year but should ultimately decrease as we continue to grow our business.

General and Administrative Expenses.  Our general and administrative expenses for the three months ended March 31, 2012 and 2011 were split among the following geographic regions (dollars in thousands):

 

     Three months ended March 31,     % change  
     2012      %     2011      %     Actual     Constant
currency
 

Americas

   $ 58,721         75   $ 44,949         72     31     31

EMEA

     12,306         16     12,156         19     1     3

Asia-Pacific

     7,398         9     5,496         9     35     33
  

 

 

    

 

 

   

 

 

    

 

 

     

Total

   $ 78,425         100   $ 62,601         100     25     25
  

 

 

    

 

 

   

 

 

    

 

 

     

 

     Three months ended
March  31,
 
     2012     2011  

General and administrative expenses as a percentage of revenues:

    

Americas

     20     19

EMEA

     12     15

Asia-Pacific

     12     11

Total

     17     17

Americas General and Administrative Expenses.  Our Americas general and administrative expenses included $2.6 million of additional general and administrative expenses resulting from the ALOG acquisition. Excluding the impact of the ALOG acquisition, the increase in our Americas general and administrative expenses was primarily due to (i) $6.0 million of higher compensation costs, including general salaries, bonuses, stock-based compensation and headcount growth (591 Americas general and administrative employees as of March 31, 2012 versus 415 as of March 31, 2011) and (ii) $3.8 million of higher professional fees to support our growth. Over the course of the past year, we have been investing in our Americas general and administrative functions to scale this region effectively for growth, which has included additional investments into improving our back office systems. We expect our current efforts to improve our back office systems will continue over the next several years. Going forward, although we are carefully monitoring our spending given the current economic environment, we expect Americas general and administrative expenses to increase as we continue to further scale our operations to support our growth, including this investment in our back office systems; however, as a percentage of revenues, we generally expect them to decrease.

EMEA General and Administrative Expenses.  Our EMEA general and administrative expenses did not materially change and the impact of foreign currency fluctuations to our EMEA general and administrative expenses for the three months ended March 31, 2012 was not significant when compared

 

34


to average exchange rates of the three months ended March 31, 2011. Over the course of the past year, we have been investing in our EMEA general and administrative functions as a result of our ongoing efforts to scale this region effectively for growth. Going forward, although we are carefully monitoring our spending given the current economic environment, we expect our EMEA general and administrative expenses to increase in future periods as we continue to scale our operations to support our growth; however, as a percentage of revenues, we generally expect them to decrease.

Asia-Pacific General and Administrative Expenses.  The increase in our Asia-Pacific general and administrative expenses was primarily due to $1.3 million of higher compensation costs, including general salaries, bonuses, stock-based compensation and headcount growth (161 Asia-Pacific general and administrative employees as of March 31, 2012 versus 130 as of March 31, 2011). For the three months ended March 31, 2012, the impact of foreign currency fluctuations to our Asia-Pacific general and administrative expenses was not significant when compared to average exchange rates of the three months ended March 31, 2011. Going forward, although we are carefully monitoring our spending given the current economic environment, we expect Asia-Pacific general and administrative expenses to increase as we continue to scale our operations to support our growth; however, as a percentage of revenues, we generally expect them to decrease.

Restructuring Charges.  We recorded no restructuring charges during the three months ended March 31, 2012. During the three months ended March 31, 2011, we recorded restructuring charges of $496,000 related to one-time termination benefits attributed to certain Switch and Data employees. For additional information, see “Restructuring Charges” in Note 13 of Notes to Condensed Consolidated Financial Statements in Item 1 of this Quarterly Report on Form 10-Q. Our restructuring charges all relate to our Americas region.

Acquisition Costs.  During the three months ended March 31, 2012, we recorded acquisition costs totaling $1.0 million primarily attributed to our Asia-Pacific region. During the three months ended March 31, 2011, we recorded acquisition costs totaling $415,000 primarily attributed to our Americas region.

Interest Income.  Interest income increased to $691,000 for the three months ended March 31, 2012 from $215,000 for the three months ended March 31, 2011. Interest income increased primarily due to higher invested balances as a result of the proceeds from the $750.0 million aggregate principal amount of 7.00% senior notes offering in July 2011 and higher yields on invested balances. The average annualized yield for the three months ended March 31, 2012 was 0.23% versus 0.09% for the three months ended March 31, 2011. We expect our interest income to remain at these low levels for the foreseeable future due to the impact of a continued low interest rate environment and a portfolio more weighted towards short-term securities.

Interest Expense.  Interest expense increased to $52.8 million for the three months ended March 31, 2012 from $37.4 million for the three months ended March 31, 2011. This increase in interest expense was primarily due to the impact of our $750.0 million 7.00% senior notes offering in July 2011 and additional financings such as various capital lease and other financing obligations to support our expansion projects. During the three months ended March 31, 2012 and 2011, we capitalized $4.4 million and $2.6 million, respectively, of interest expense to construction in progress. Going forward, we expect to incur lower interest expense as our 2.50% $250.0 million convertible subordinated notes, which were settled in April 2012 generated approximately $18.2 million in interest expense annually. However, we may incur additional indebtedness to support our growth, resulting in higher interest expense.

Other Income (Expense).  We recorded $154,000 of other expense for the three months ended March 31, 2012 and $2.1 million of other income for the three months ended March 31, 2011, primarily due to foreign currency exchange gain (loss) during the periods.

Income Taxes.  For the three months ended March 31, 2012 and 2011, we recorded $14.0 million and $11.1 million of income tax expenses, respectively. Our effective tax rates were 28.7% and 30.7% for the three months ended March 31, 2012 and 2011, respectively. We expect cash income taxes during the remainder of 2012 to increase. The cash taxes for 2012 and 2011 are primarily for state income taxes and foreign income taxes.

 

35


Non-GAAP Financial Measures

We provide all information required in accordance with generally accepted accounting principles (GAAP), but we believe that evaluating our ongoing operating results may be difficult if limited to reviewing only GAAP financial measures. Accordingly, we use non-GAAP financial measures, primarily adjusted EBITDA, to evaluate our operations. We also use adjusted EBITDA as a metric in the determination of employees’ annual bonuses and vesting of restricted stock units that have both a service and performance condition. In presenting adjusted EBITDA, we exclude certain items that we believe are not good indicators of our current or future operating performance. These items are depreciation, amortization, accretion of asset retirement obligations and accrued restructuring charges, stock-based compensation, restructuring charges and acquisition costs. Legislative and regulatory requirements encourage the use of and emphasis on GAAP financial metrics and require companies to explain why non-GAAP financial metrics are relevant to management and investors. We exclude these items in order for our lenders, investors, and industry analysts, who review and report on us, to better evaluate our operating performance and cash spending levels relative to our industry sector and competitors.

For example, we exclude depreciation expense as these charges primarily relate to the initial construction costs of our IBX data centers and do not reflect our current or future cash spending levels to support our business. Our IBX data centers are long-lived assets, and have an economic life greater than 10 years. The construction costs of our IBX data centers do not recur and future capital expenditures remain minor relative to our initial investment. This is a trend we expect to continue. In addition, depreciation is also based on the estimated useful lives of our IBX data centers. These estimates could vary from actual performance of the asset, are based on historical costs incurred to build out our IBX data centers, and are not indicative of current or expected future capital expenditures. Therefore, we exclude depreciation from our operating results when evaluating our operations.

In addition, in presenting the non-GAAP financial measures, we exclude amortization expense related to certain intangible assets, as it represents a cost that may not recur and is not a good indicator of our current or future operating performance. We exclude accretion expense, both as it relates to asset retirement obligations as well as accrued restructuring charge liabilities, as these expenses represent costs which we believe are not meaningful in evaluating our current operations. We exclude stock-based compensation expense as it primarily represents expense attributed to equity awards that have no current or future cash obligations. As such, we, and many investors and analysts, exclude this stock-based compensation expense when assessing the cash generating performance of our operations. We also exclude restructuring charges from our non-GAAP financial measures. The restructuring charges relate to our decisions to exit leases for excess space adjacent to several of our IBX data centers, which we did not intend to build out or our decision to reverse such restructuring charges, or severance charges related to the Switch and Data acquisition. Finally, we also exclude acquisition costs from our non-GAAP financial measures. The acquisition costs relate to costs we incur in connection with business combinations. Management believes such items as restructuring charges and acquisition costs are non-core transactions; however, these types of costs will or may occur in future periods.

Our management does not itself, nor does it suggest that investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. However, we have presented such non-GAAP financial measures to provide investors with an additional tool to evaluate our operating results in a manner that focuses on what management believes to be our core, ongoing business operations. We believe that the inclusion of this non-GAAP financial measure provides consistency and comparability with past reports and provides a better understanding of the overall performance of the business and its ability to perform in subsequent periods. We believe that if we did not provide such non-GAAP financial information, investors would not have all the necessary data to analyze Equinix effectively.

 

36


Investors should note, however, that the non-GAAP financial measures used by us may not be the same non-GAAP financial measures, and may not be calculated in the same manner, as that of other companies. In addition, whenever we use non-GAAP financial measures, we provide a reconciliation of the non-GAAP financial measure to the most closely applicable GAAP financial measure. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measure.

We define adjusted EBITDA as income or loss from operations plus depreciation, amortization, accretion, stock-based compensation expense, restructuring charges and acquisition costs as presented below (in thousands):

 

     Three months ended
March 31,
 
     2012      2011  

Income from operations

   $ 101,098       $ 71,305   

Depreciation, amortization and accretion expense

     93,922         79,525   

Stock-based compensation expense

     19,103         15,535   

Restructuring charges

     —           496   

Acquisitions costs

     1,027         415   
  

 

 

    

 

 

 

Adjusted EBITDA

   $ 215,150       $ 167,276   
  

 

 

    

 

 

 

The geographic split of our adjusted EBITDA is presented below (in thousands):

 

     Three months ended
March 31,
 
     2012      2011  

Americas:

     

Income from operations

   $ 61,918       $ 47,319   

Depreciation, amortization and accretion expense

     60,421         53,482   

Stock-based compensation expense

     15,151         11,842   

Restructuring charges

     —           496   

Acquisitions costs

     262         366   
  

 

 

    

 

 

 

Adjusted EBITDA

   $ 137,752       $ 113,505   
  

 

 

    

 

 

 

EMEA:

     

Income from operations

   $ 27,279       $ 11,471   

Depreciation, amortization and accretion expense

     17,312         16,844   

Stock-based compensation expense

     2,164         2,295   

Acquisitions costs

     129         2   
  

 

 

    

 

 

 

Adjusted EBITDA

   $ 46,884       $ 30,612   
  

 

 

    

 

 

 

Asia-Pacific:

     

Income from operations

   $ 11,901       $ 12,515   

Depreciation, amortization and accretion expense

     16,189         9,199   

Stock-based compensation expense

     1,788         1,398   

Acquisitions costs

     636         47   
  

 

 

    

 

 

 

Adjusted EBITDA

   $ 30,514       $ 23,159   
  

 

 

    

 

 

 

Our adjusted EBITDA results have improved each year and in each region in total dollars due to the improved operating results discussed earlier in “Results of Operations”, as well as the nature of our business model consisting of a recurring revenue stream and a cost structure which has a large base that is fixed in nature that is also discussed earlier in “Overview”. Although we have also been investing in our

 

37


future growth as described above (e.g. additional IBX data center expansions, acquisitions and increased investments in sales and marketing expenses), we believe that our adjusted EBITDA results will continue to improve in future periods as we continue to grow our business.

Liquidity and Capital Resources

As of March 31, 2012, our total indebtedness was comprised of (i) convertible debt principal totaling $1.0 billion from our 2.50% convertible subordinated notes (gross of discount), our 3.00% convertible subordinated notes, and our 4.75% convertible subordinated notes (gross of discount) and (ii) non-convertible debt and financing obligations totaling $2.1 billion consisting of (a) $1.5 billion of principal from our 8.125% and 7.00% senior notes, (b) $219.9 million of principal from our loans payable and (c) $414.9 million from our capital lease and other financing obligations. In April 2012, virtually all of the holders of the 2.50% convertible subordinated notes converted their notes. We settled the $250.0 million in aggregate principal amount of the 2.50% convertible subordinated notes, plus accrued interest, in $253.1 million of cash and 622,867 shares of our common stock.

We believe we have sufficient cash, coupled with anticipated cash generated from operating activities, to meet our operating requirements, including repayment of the current portion of our debt as it becomes due, and to complete our publicly-announced expansion projects. As of March 31, 2012, we had $1.1 billion of cash, cash equivalents and short-term and long-term investments, of which approximately $938.9 million was held in the U.S. We believe that our current expansion activities in the U.S. can be funded with our U.S.-based cash and cash equivalents and investments. Besides our investment portfolio and any further financing activities we may pursue, customer collections are our primary source of cash. While we believe we have a strong customer base and have continued to experience relatively strong collections, if the current market conditions were to deteriorate, some of our customers may have difficulty paying us and we may experience increased churn in our customer base, including reductions in their commitments to us, all of which could have a material adverse effect on our liquidity. Additionally, approximately 18% of our gross trade receivables are attributable to our EMEA region, and due to the risks posed by the current European debt crisis and credit downgrade, our EMEA-based customers may have difficulty paying us. As a result, our liquidity could be adversely impacted by the possibility of increasing trade receivable aging and higher allowance for doubtful accounts.

As of March 31, 2012, we had a total of $128.4 million of additional liquidity available to us under the $150.0 million senior revolving credit facility. While we believe we have sufficient liquidity and capital resources to meet our current operating requirements and to complete our publicly-announced IBX expansion plans, we may pursue additional expansion opportunities, primarily the build-out of new IBX data centers, in certain of our existing markets which are at or near capacity within the next year, as well as potential acquisitions. While we expect to fund these expansion plans with our existing resources, additional financing, either debt or equity, may be required to pursue certain new or unannounced additional expansion plans, including acquisitions. However, if current market conditions were to deteriorate, we may be unable to secure additional financing or any such additional financing may only be available to us on unfavorable terms. An inability to pursue additional expansion opportunities will have a material adverse effect on our ability to maintain our desired level of revenue growth in future periods.

Sources and Uses of Cash

 

     Three Months Ended
March 31,
 
     2012     2011  
     (in thousands)  

Net cash provided by operating activities

   $ 125,993      $ 117,770   

Net cash provided by (used in) investing activities

     269,433        (286,389

Net cash provided by (used in) financing activities

     (43,950     26,126   

 

38


Operating Activities.  The increase in net cash provided by operating activities was primarily due to improved operating results, partially offset by payments of accounts payable and accrued expenses. Although our collections remain strong, it is possible for some large customer receivables that were anticipated to be collected in one quarter to slip to the next quarter. For example, some large customer receivables that were anticipated to be collected in March 2012 were instead collected in April 2012, which negatively impacted cash flows from operating activities for the three months ended March 31, 2012. We expect that we will continue to generate cash from our operating activities during the remainder of 2012 and beyond.

Investing Activities.  The net cash provided by investing activities for the three months ended March 31, 2012 was primarily due to $443.7 million of maturities and sales of investments and $68.6 million of release of restricted cash primarily related to payments made in connection with the Paris 4 IBX financing, partially offset by $145.5 million of capital expenditures as a result of expansion activity and $97.4 million of purchases of investments. The net cash used in investing activities for the three months ended March 31, 2011 was primarily due to $150.0 million of purchases of investments, $175.1 million of capital expenditures as a result of expansion activity, the $15.0 million purchase of the Paris 4 IBX land and existing building and $94.8 million of cash deposited into a restricted cash account as collateral for the developer of the Paris 4 IBX during the construction period, partially offset by $147.8 million of maturities and sales of investments. During 2012, we expect that our IBX expansion construction activity will be similar to our 2011 levels. However, if the opportunity to expand is greater than planned and we have sufficient funding to increase the expansion opportunities available to us, we may increase the level of capital expenditures to support this growth as well as pursue additional acquisitions or joint ventures.

Financing Activities.  The net cash used in financing activities for the three months ended March 31, 2012 was primarily due to $10.1 million of repayments of principal on the Asia-Pacific debt facility, $55.4 million repayment of principal on the Paris 4 IBX financing and $13.4 million of purchases of treasury stock, partially offset by $30.5 million of proceeds from employee equity awards and $8.9 million of proceeds from an ALOG debt facility. The net cash provided by financing activities for the three months ended March 31, 2011 was primarily due to $22.7 million of gross proceeds from the Asia-Pacific debt facility and $15.7 million from employee equity awards, partially offset by $10.1 million of repayments of principal on the Asia-Pacific debt facility. Going forward, we expect that our financing activities will consist primarily of repayment of our debt for the foreseeable future, including the 2.50% $250.0 million convertible subordinated notes, which were settled in April 2012. However, we may pursue additional financings in the future to support expansion opportunities, additional acquisitions or joint ventures.

Debt Obligations

Paris 4 IBX Financing.  During the three months ended March 31, 2012, construction activity increased the Paris 4 IBX financing liability by $19.0 million and we made payments of $67.4 million from the restricted cash account under the Paris 4 IBX financing.

2.50% Convertible Subordinated Notes.  In March 2007, we issued $250.0 million aggregate principal amount of 2.50% convertible subordinated notes due April 15, 2012. Holders of the 2.50% convertible subordinated notes were eligible to convert their notes at any time on or after March 15, 2012 through the close of business on the business day immediately preceding the maturity date. Upon conversion, holders would receive, at our election, cash, shares of our common stock or a combination of cash and shares of our common stock. However, we had the right at any time to irrevocably elect for the remaining term of the 2.50% convertible subordinated notes to satisfy our obligation in cash up to 100% of the principal amount of the 2.50% convertible subordinated notes converted, with any remaining amount to be satisfied, at our election, in shares of our common stock or a combination of cash and shares of our common stock. Upon conversion, due to the conversion formulas associated with the 2.50% convertible subordinated notes, if our stock was trading at levels exceeding $112.03 per share, and if we elected to pay any portion of the consideration in cash, additional consideration beyond the $250.0 million of gross proceeds received would be required. However, in no event would the total number of shares issuable upon conversion of the 2.50% convertible subordinated notes exceed 11.6036 per $1,000 principal amount of 2.50% convertible subordinated notes, subject to anti-dilution adjustments, or the equivalent of $86.18 per share of common stock or a total of 2,900,900 shares of our common stock. In April 2012, virtually all of the holders of the 2.50% convertible subordinated notes converted their notes. We settled the $250.0 million in aggregate principal amount of the 2.50% convertible subordinated notes, plus accrued interest, in $253.1 million of cash and 622,867 shares of our common stock.

 

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3.00% Convertible Subordinated Notes.  In September 2007, we issued $396.0 million aggregate principal amount of 3.00% convertible subordinated notes due October 15, 2014. Holders of the 3.00% convertible subordinated notes may convert their notes at their option on any day up to and including the business day immediately preceding the maturity date into shares of our common stock. The base conversion rate is 7.436 shares of common stock per $1,000 principal amount of 3.00% convertible subordinated notes, subject to adjustment. This represents a base conversion price of approximately $134.48 per share of common stock. If, at the time of conversion, the applicable stock price of the our common stock exceeds the base conversion price, the conversion rate will be determined pursuant to a formula resulting in the receipt of up to 4.4616 additional shares of common stock per $1,000 principal amount of the 3.00% convertible subordinated notes, subject to adjustment. However, in no event would the total number of shares issuable upon conversion of the 3.00% convertible subordinated notes exceed 11.8976 per $1,000 principal amount of 3.00% convertible subordinated notes, subject to anti-dilution adjustments, or the equivalent of $84.05 per share of our common stock or a total of 4,711,283 shares of our common stock. As of March 31, 2012, had the holders of the 3.00% convertible subordinated notes converted their notes, the 3.00% convertible subordinated notes would have been convertible into 3,184,580 shares of our common stock.

4.75% Convertible Subordinated Notes.  In June 2009, we issued $373.8 million aggregate principal amount of 4.75% convertible subordinated notes due June 15, 2016. Upon conversion, holders will receive, at our election, cash, shares of our common stock or a combination of cash and shares of our common stock. However, we may at any time irrevocably elect for the remaining term of the 4.75% convertible subordinated notes to satisfy our obligation in cash up to 100% of the principal amount of the 4.75% convertible subordinated notes converted, with any remaining amount to be satisfied, at our election, in shares of our common stock or a combination of cash and shares of our common stock. Upon conversion, if we elect to pay a sufficiently large portion of the conversion obligation in cash, additional consideration beyond the $373.8 million of gross proceeds received will be required.

The initial conversion rate is 11.8599 shares of common stock per $1,000 principal amount of 4.75% convertible subordinated notes, subject to adjustment. This represents an initial conversion price of approximately $84.32 per share of common stock. Holders of the 4.75% convertible subordinated notes may convert their notes at any time prior to the close of business on the business day immediately preceding the maturity date under the following circumstances:

 

   

during any fiscal quarter (and only during that fiscal quarter) ending after December 31, 2009, if the sale price of our common stock, for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the previous fiscal quarter, is greater than 130% of the conversion price per share of common stock on such last trading day, which was $109.62 per share;

 

   

subject to certain exceptions, during the five business day period following any 10 consecutive trading day period in which the trading price of the 4.75% convertible subordinated notes for each day of such period was less than 98% of the product of the sale price of our common stock and the conversion rate;

 

   

upon the occurrence of specified corporate transactions described in the 4.75% convertible subordinated notes indenture, such as a consolidation, merger or binding share exchange in which our common stock would be converted into cash or property other than securities; or

 

   

at any time on or after March 15, 2016.

Holders of the 4.75% convertible subordinated notes are eligible to convert their notes during the three months ended June 30, 2012, since the sale price of our common stock, for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the quarter ended March 31, 2012, was greater than 130% of the conversion price per share of common stock on such last trading day. As of March 31, 2012, had the holders of 4.75% convertible subordinated notes converted their notes, the 4.75% convertible notes would have been convertible into a maximum of 4,432,638 shares of our common stock.

 

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Contractual Obligations and Off-Balance-Sheet Arrangements

We lease a majority of our IBX centers and certain equipment under non-cancelable lease agreements expiring through 2035. The following represents our debt maturities, financings, leases and other contractual commitments as of March 31, 2012 (in thousands):

 

     2012
(9 months)
     2013      2014      2015      2016      Thereafter      Total  

Convertible debt (1)

   $ 250,000       $ —         $ 395,986       $ —         $ 373,750       $ —         $ 1,019,736   

Senior notes (1)

     —           —           —           —           —           1,500,000         1,500,000   

Asia-Pacific financing (1)

     26,347         58,779         65,183         35,511         —           —           185,820   

Paris 4 IBX financing (2)

     10,534         6,266         —           —           —           —           16,800   

ALOG debt (1)

     4,257         5,666         6,813         582         5         —           17,323   

Interest (3)

     94,138         150,404         144,380         131,531         122,314         354,076         996,843   

Capital lease and other financing obligations (4)

     30,505         43,071         46,949         50,098         50,193         388,435         609,251   

Operating leases under accrued restructuring charges (5)

     1,823         2,444         2,459         1,444         —           —           8,170   

Operating leases (6)

     92,771         118,475         114,190         95,985         90,875         509,997         1,022,293   

Other contractual commitments (7)

     376,605         47,053         18,713         —           —           —           442,371   

Asset retirement obligations (8)

     92         1,082         1,304         5,961         —           50,862         59,301   

ALOG acquisition contingent consideration (9)

     —           19,777         —           —           —           —           19,777   

Redeemable non-controlling interests

     —           —           69,071         —           —           —           69,071   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 887,072       $ 453,017       $ 865,048       $ 321,112       $ 637,137       $ 2,803,370       $ 5,966,756   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Represents principal only.
(2) Represents total payments to be made to complete the construction of the Paris 4 IBX center.
(3) Represents interest on ALOG debt, convertible debt, senior notes and Asia-Pacific financing based on their approximate interest rates as of March 31, 2012.
(4) Represents principal and interest.
(5) Excludes any subrental income.
(6) Represents minimum operating lease payments, excluding potential lease renewals.
(7) Represents off-balance sheet arrangements. Other contractual commitments are described below.
(8) Represents liability, net of future accretion expense.
(9) Represents an off-balance sheet arrangement for the ALOG acquisition contingent consideration and includes the portion of the contingent consideration that will be funded by Riverwood.

In connection with certain of our leases, we entered into 13 irrevocable letters of credit totaling $21.6 million under the senior revolving credit line. These letters of credit were provided in lieu of cash deposits under the senior revolving credit line. If the landlords for these IBX leases decide to draw down on these letters of credit triggered by an event of default under the lease, we will be required to fund these letters of credit either through cash collateral or borrowing under the senior revolving credit line. These contingent commitments are not reflected in the table above.

We had accrued liabilities related to uncertain tax positions totaling approximately $22.8 million as of March 31, 2012. These liabilities, which are reflected on our balance sheet, are not reflected in the table above since it is unclear when these liabilities will be paid.

Primarily as a result of our various IBX expansion projects, as of March 31, 2012, we were contractually committed for $265.9 million of unaccrued capital expenditures, primarily for IBX equipment not yet delivered and labor not yet provided in connection with the work necessary to complete construction and open these IBX data centers prior to making them available to customers for installation. This amount, which is expected to be paid during the remainder of 2012 and thereafter, is reflected in the table above as “other contractual commitments.”

 

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We had other non-capital purchase commitments in place as of March 31, 2012, such as commitments to purchase power in select locations and other open purchase orders, which contractually bind us for goods or services to be delivered or provided during 2012 and beyond. Such other purchase commitments as of March 31, 2012, which total $176.5 million, are also reflected in the table above as “other contractual commitments.”

In addition, although we are not contractually obligated to do so, we expect to incur additional capital expenditures of approximately $100.0 million to $150.0 million, in addition to the $265.9 million in contractual commitments discussed above as of March 31, 2012, in our various IBX expansion projects during 2012 and thereafter in order to complete the work needed to open these IBX data centers. These non-contractual capital expenditures are not reflected in the table above. If we so choose, whether due to economic factors or other considerations, we could delay these non-contractual capital expenditure commitments to preserve liquidity.

Critical Accounting Policies and Estimates

Equinix’s financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are affected by management’s application of accounting policies. On an on-going basis, management evaluates its estimates and judgments. Critical accounting policies for Equinix that affect our more significant judgment and estimates used in the preparation of our condensed consolidated financial statements include accounting for income taxes, accounting for business combinations, accounting for impairment of goodwill and accounting for property, plant and equipment, which are discussed in more detail under the caption “Critical Accounting Policies and Estimates” in Management’s Discussion and Analysis of Financial Condition and Results of Operations, set forth in Part II Item 7, of our Annual Report on Form 10-K for the year ended December 31, 2011.

Recent Accounting Pronouncements

See Note 1 of Notes to Condensed Consolidated Financial Statements in Item 1 of this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

While there have been no significant changes in our market risk, investment portfolio risk, interest rate risk, foreign currency risk and commodity price risk exposures and procedures during the three months ended March 31, 2012 as compared to the respective risk exposures and procedures disclosed in Quantitative and Qualitative Disclosures About Market Risk, set forth in Part II Item 7A, of our Annual Report on Form 10-K for the year ended December 31, 2011, the U.S. dollar weakened relative to certain of the currencies of the foreign countries in which we operate during the three months ended March 31, 2012. This has significantly impacted our consolidated financial position and results of operations during this period including the amount of revenue that we reported. Continued strengthening or weakening of the U.S. dollar will continue to have a significant impact to us in future periods.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer and our Chief Financial Officer, after evaluating the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 (the “Exchange Act”) Rules 13a-15(e) or 15d-15(e)) as of the end of the period covered by this quarterly report, have concluded that our disclosure controls and procedures are effective based on their evaluation of these controls and procedures required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15.

 

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(b) Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

(c) Limitations on the Effectiveness of Controls. Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed and operated to be effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

Pihana Litigation

On August 22, 2008, a complaint was filed against Equinix, certain former officers and directors of Pihana Pacific, Inc. (“Pihana”), certain investors in Pihana, and others. The lawsuit was filed in the First Circuit Court of the State of Hawai’i, and arises out of December 2002 agreements pursuant to which Equinix merged Pihana and i-STT (a subsidiary of Singapore Technologies Telemedia Pte Ltd) into the Internet exchange services business of Equinix. Plaintiffs, who were allegedly holders of Pihana common stock, allege that their rights as shareholders were violated, and the transaction was effectuated improperly, by Pihana’s majority shareholders, officers and directors, with the alleged assistance of Equinix and others. Among other things, plaintiffs contend that they effectively had a right to block the transaction, that this supposed right was disregarded, and that they improperly received no consideration when the deal was completed. The complaint seeks to recover unspecified punitive damages, equitable relief, fees and costs, and compensatory damages in an amount that plaintiffs allegedly “believe may be all or a substantial portion of the approximately $725.0 million value of Equinix held by Defendants” (a group that includes more than 30 individuals and entities). An amended complaint, which added new plaintiffs (other alleged holders of Pihana common stock) but is otherwise substantially similar to the original pleading, was filed on September 29, 2008 (the “Amended Complaint”). On October 13, 2008, a complaint was filed in a separate action by another purported holder of Pihana common stock, naming the same defendants and asserting substantially similar allegations as the August 22, 2008 and September 29, 2008 pleadings. On December 12, 2008, the court entered a stipulated order, which consolidated the two actions under one case number and set January 22, 2009 as the last day for Defendants to move to dismiss or otherwise respond to the Amended Complaint, the operative complaint in this case. On January 22, 2009, motions to dismiss the Amended Complaint were filed by Equinix and other Defendants. On April 24, 2009, plaintiffs filed a Second Amended Complaint (“SAC”) to correct the

 

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naming of certain parties. The SAC is otherwise substantively identical to the Amended Complaint, and all motions to dismiss the Amended Complaint have been treated as responsive to the SAC. On September 1, 2009, the Court heard Defendants’ motions to dismiss the SAC and ruled at the hearing that all claims against all Defendants are time-barred. The Court also considered whether there were further independent grounds for dismissing the claims, and supplemental briefing was submitted with respect to claims against one defendant and plaintiffs’ renewed request for further leave to amend. On March 23, 2010, the Court entered final Orders granting the motions to dismiss as to all Defendants and issued a minute Order denying plaintiffs’ renewed request for further leave to amend. On May 21, 2010, plaintiffs filed a Notice of Appeal, and plaintiffs’ appeal is currently pending before the Hawaii Supreme Court. In January 2011, one group of co-defendants (Morgan Stanley and certain persons and entities affiliated with it) entered into a separate settlement with plaintiffs. The trial court determined that the settlement was made in “good faith” in accordance with Hawai’i statutory law, and certain non-settling defendants (including Equinix) filed an appeal from that order before the Intermediate Court of Appeals. That appeal has been stayed pending resolution of plaintiffs’ appeal before the Hawai’i Supreme Court. In August 2011, another group of co-defendants (UBS AG and UBS Capital Asia Pacific Limited Fund) entered into a separate settlement with plaintiffs. The parties stipulated that the ultimate disposition of the Morgan Stanley “good faith” determination will apply to the UBS settlement. In December 2011, the parties reached agreement in principle on a global settlement which provides, among other things, that all claims and proceedings against all defendants will be dismissed with prejudice. The agreement is subject to final documentation, among other things. In the event that the settlement is not finalized for any reason, we continue to believe that plaintiffs’ claims and alleged damages are without merit and we intend to continue to defend the litigation vigorously.

Due to the inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of the matter. We are unable at this time to determine whether the outcome of the litigation would have a material impact on our results of operations, financial condition or cash flows.

Alleged Class Action and Shareholder Derivative Actions

On March 4, 2011, an alleged class action entitled Cement Masons & Plasterers Joint Pension Trust v. Equinix, Inc., et al., No. CV-11-1016-SC, was filed in the United States District Court for the Northern District of California, against Equinix and two of our officers. The suit asserts purported claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 for allegedly misleading statements regarding our business and financial results. The suit is purportedly brought on behalf of purchasers of our common stock between July 29, 2010 and October 5, 2010, and seeks compensatory damages, fees and costs. Defendants filed a motion to dismiss on November 7, 2011. On March 2, 2012, the court granted defendants’ motion to dismiss without prejudice and gave plaintiffs thirty days in which to amend their complaint. Pursuant to stipulation and order of the court entered on March 16, 2012, the parties agreed that plaintiffs would have up to and through May 2, 2012 to file a Second Amended Complaint. Should plaintiffs not file a Second Amended Complaint by May 2, 2012, the parties agreed that the action would be dismissed with prejudice.

On March 8, 2011, an alleged shareholder derivative action entitled Rikos v. Equinix, Inc., et al., No. CGC-11-508940, was filed in California Superior Court, County of San Francisco, purportedly on behalf of Equinix, and naming Equinix (as a nominal defendant), the members of our board of directors, and two of our officers as defendants. The suit is based on allegations similar to those in the federal securities class action and asserts causes of action against the individual defendants for breach of fiduciary duty, abuse of control, gross mismanagement, waste of corporate assets and unjust enrichment. By agreement and order of the court, this case has been temporarily stayed pending proceedings in the class action, and, pursuant to that agreement, defendants need not respond to the complaint at this time.

On May 20, 2011, an alleged shareholder derivative action entitled Stopa v. Clontz, et al., No. CV-11-2467-SC was filed in the United States District Court for the Northern District of California, purportedly on behalf of Equinix, naming Equinix (as a nominal defendant) and the members of our board of directors as defendants. The suit is based on allegations similar to those in the federal securities class action and the state court derivative action, and asserts causes of action against the individual defendants for breach of

 

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fiduciary duty, unjust enrichment, abuse of control, gross mismanagement and waste of corporate assets. On June 10, 2011, the court signed an order relating this case to the federal securities class action. Plaintiffs filed an amended complaint on December 14, 2011. By agreement and order of the court, this case has been temporarily stayed pending proceedings in the class action and, pursuant to that agreement, defendants need not respond to the complaint at this time.

Due to the inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of these matters, and are unable at this time to determine whether the outcome of the litigation would have a material impact on our results of operations, financial condition or cash flows.

Item 1A. Risk Factors

In addition to the other information contained in this report, the following risk factors should be considered carefully in evaluating our business and us:

Acquisitions present many risks, and we may not realize the financial or strategic goals that were contemplated at the time of any transaction.

Over the last several years, we have completed several acquisitions, including that of Switch & Data Facilities Company, Inc. in 2010. We also acquired, with RW Brasil Fundo de Investimento em Participações, approximately 90% of the outstanding capital stock of ALOG Data Centers do Brasil S.A. in 2011, which resulted in Equinix acquiring a controlling interest in ALOG of approximately 53%. We may make additional acquisitions in the future, which may include acquisitions of businesses, products, services or technologies that we believe to be complementary, acquisitions of new IBX data centers or real estate for development of new IBX data centers or through investments in local data center operators. 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). Acquisitions expose us to potential risks, including:

 

   

the possible disruption of our ongoing business and diversion of management’s attention by acquisition, transition and integration activities;

 

   

our potential inability to successfully pursue or realize some or all of the anticipated revenue opportunities associated with an acquisition or investment;

 

   

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;

 

   

the possibility that announced acquisitions may not be completed, due to failure to satisfy the conditions to closing or for other reasons;

 

   

the dilution of our existing stockholders as a result of our issuing stock in transactions, such as our acquisition of Switch and Data, where 80% of the consideration payable to Switch and Data’s stockholders consisted of shares of our common stock;

 

   

the possibility of customer dissatisfaction if we are unable to achieve levels of quality and stability on par with past practices;

 

   

the possibility that our customers may not accept either the existing equipment infrastructure or the “look-and-feel” of a new or different IBX data center;

 

   

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 an acquisition may not be available on acceptable terms or at all;

 

   

the possibility that we may be unable to obtain required approvals from governmental authorities under antitrust and competition laws on a timely basis or at all, which could, among other things, delay or prevent us from completing an acquisition, limit our ability to realize the expected financial or strategic benefits of an acquisition or have other adverse effects on our current business and operations;

 

   

the possible loss or reduction in value of acquired businesses;

 

   

the possibility that future acquisitions, like that of ALOG, may present new complexities in deal structure, related complex accounting and coordination with new partners;

 

   

the possibility that future acquisitions may be in geographies to which we are unaccustomed;

 

   

the possibility that carriers may find it cost-prohibitive or impractical to bring fiber and networks into a new IBX data center;

 

   

the possibility of litigation or other claims in connection with, or as a result of, an acquisition, including claims from terminated employees, customers, former stockholders or other third parties; and

 

   

the possibility of pre-existing undisclosed liabilities, including but not limited to lease or landlord related liability, environmental liability or asbestos liability, for which insurance coverage may be insufficient or unavailable.

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 cannot assure you that the price of any future acquisitions of IBX data centers will be similar to prior IBX data center acquisitions. In fact, we expect costs required to build or render new IBX data centers operational to increase in the future. If our revenue does not keep pace with these potential acquisition and expansion costs, we may not be able to maintain our current or expected margins as we absorb these additional expenses. There is no assurance we would successfully overcome these risks or any other problems encountered with these acquisitions.

Our substantial debt could adversely affect our cash flows and limit our flexibility to raise additional capital.

We have a significant amount of debt. Notwithstanding our intention to become free cash flow positive in 2013, we may not achieve such goal and may need to incur additional debt to support our growth. Additional debt may also be incurred to fund future acquisitions. As of March 31, 2012, our total indebtedness was approximately $3.1 billion, our stockholders’ equity was $2.1 billion and our cash and investments totaled $1.1 billion. In April 2012, virtually all of the holders of the 2.50% convertible subordinated notes converted their notes. We settled the $250.0 million in aggregate principal amount of the 2.50% convertible subordinated notes, plus accrued interest, in $253.1 million of cash and 622,867 shares of our common stock. Some of our debt contains covenants which may limit our operating flexibility. In addition to our substantial debt, we lease a majority of our IBX centers and certain equipment under non-cancelable lease agreements, the majority of which are accounted for as operating leases. As of March 31, 2012, our total minimum operating lease commitments under those lease agreements, excluding potential lease renewals, was approximately $1.0 billion, which represents off-balance sheet commitments.

 

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Our substantial amount of debt and related covenants, and our off-balance sheet commitments, could have important consequences. For example, it could:

 

   

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;

 

   

make it more difficult for us to satisfy our obligations under our various debt instruments;

 

   

increase our vulnerability to general adverse economic and industry conditions and adverse changes in governmental regulations;

 

   

limit our flexibility in planning for, or reacting to, changes in our business and industry, which may place us at a competitive disadvantage compared with our competitors;

 

   

limit our operating flexibility through covenants with which we must comply, such as limiting our ability to repurchase shares of our common stock;

 

   

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

 

   

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.

The occurrence of any of the foregoing factors could have a material adverse effect on our business, results of operations and financial condition. In addition, the performance of our stock price may trigger events that would require the write-off of a significant portion of our debt issuance costs related to our convertible debt, which may have a material adverse effect on our results of operations.

We may also need to refinance a portion of our outstanding debt as it matures. There is a risk that we may not be able to refinance existing debt or that the terms of any refinancing may not be as favorable as the terms of our existing debt. 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.

Global economic uncertainty and debt issues could adversely impact our business and financial condition.

The varying pace of global economic recovery continues to create uncertainty and unpredictability and add risk to our future outlook. Sovereign debt issues and economic uncertainty in Greece, Portugal, Spain, Ireland and other countries in Europe and around the world raise concerns in markets where we operate and which are important to our business. Issues in Europe, for example, could lead to the reintroduction of national currencies in some European countries or the abandonment of the euro, which could be disruptive to our operations. A global economic downturn could also result in churn in our customer base, reductions in sales of our products and services, longer sales cycles, slower adoption of new technologies and increased price competition, adversely affecting our liquidity. If customers in EMEA have difficulty paying us, due to the current European debt crisis or a global economic downturn generally, we may also be required to further increase our allowance for doubtful accounts, which would negatively impact our results. The uncertain economic environment could also have an impact on our foreign exchange forward contracts if our counterparties’ credit deteriorates further or they are otherwise unable to perform their obligations. Finally, 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 flexibility to pursue additional expansion opportunities and maintain our desired level of revenue growth in the future.

 

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The market price of our stock may continue to be highly volatile, and the value of an investment in our common stock may decline.

Since January 1, 2011, the closing sale price of our common stock on the NASDAQ Global Select Market has ranged from $82.00 to $169.28 per share. The market price of the shares of our common stock has been and may continue to be highly volatile. General economic and market conditions, and market conditions for telecommunications stocks in general, may affect the market price of our common stock.

Announcements by us or others, or speculations about our future plans, may also have a significant impact on the market price of our common stock. These may relate to:

 

   

our operating results or forecasts;

 

   

new issuances of equity, debt or convertible debt by us;

 

   

changes to our capital allocation or business strategy;

 

   

our stock repurchase program;

 

   

developments in our relationships with corporate customers;

 

   

announcements by our customers or competitors;

 

   

changes in regulatory policy or interpretation;

 

   

governmental investigations;

 

   

changes in the ratings of our debt or stock by rating agencies or securities analysts;

 

   

our purchase or development of real estate and/or additional IBX data centers;

 

   

our acquisitions of complementary businesses; or

 

   

the operational performance of our IBX data centers.

The stock market has from time to time experienced extreme price and volume fluctuations, which have particularly affected the market prices for emerging telecommunications companies, and which have often been unrelated to their operating performance. These broad market fluctuations may adversely affect the market price of our common stock. Furthermore, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and/or damages, and divert management’s attention from other business concerns, which could seriously harm our business.

If we are not able to generate sufficient operating cash flows or obtain external financing, our ability to fund incremental expansion plans may be limited.

Our capital expenditures, together with ongoing operating expenses and obligations to service our debt, will be a substantial drain on our cash flow and may decrease our cash balances. 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 additional 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.

 

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Fluctuations in foreign currency exchange rates in the markets in which we operate internationally could harm our results of operations.

We may experience gains and losses resulting from fluctuations in foreign currency exchange rates. To date, the majority of our revenues and costs are denominated in U.S. dollars; however, the majority of revenues and costs in our international operations are denominated in foreign currencies. Where our prices are denominated in U.S. dollars, our sales could be adversely affected by declines in foreign currencies relative to the U.S. dollar, thereby making our products and services more expensive in local currencies. We are also exposed to risks resulting from fluctuations in foreign currency exchange rates in connection with our international expansions. To the extent we are paying contractors in foreign currencies, our expansions could cost more than anticipated as a result of declines in the U.S dollar relative to foreign currencies. In addition, fluctuating foreign currency exchange rates have a direct impact on how our international results of operations translate into U.S. dollars.

Although we have in the past, and may decide in the future, to undertake foreign exchange hedging transactions to reduce foreign currency transaction exposure, we do not currently intend to eliminate all foreign currency transaction exposure. For example, while we hedge certain of our foreign currency assets and liabilities on our consolidated balance sheet, we do not hedge revenue. Therefore, any weakness of the U.S. dollar may have a positive impact on our consolidated results of operations because the currencies in the foreign countries in which we operate may translate into more U.S. dollars. However, if the U.S. dollar strengthens relative to the currencies of the foreign countries in which we operate our consolidated financial position and results of operations may be negatively impacted as amounts in foreign currencies will generally translate into fewer U.S. dollars. For additional information on foreign currency risk, refer to our discussion of foreign currency risk in “Quantitative and Qualitative Disclosures About Market Risk” included in Item 3 of this Quarterly Report.

We are continuing to invest in our expansion efforts but may not have sufficient customer demand in the future to realize expected returns on these investments.

We are considering the acquisition or lease of additional properties and the construction of new IBX data centers beyond those expansion projects already announced. We will be required to commit substantial operational and financial resources to these IBX data centers, generally 12 to 18 months in advance of securing customer contracts, and we may not have sufficient customer demand in those markets to support these centers once they are built. In addition, unanticipated technological changes could affect customer requirements for data centers, and we may not have built such requirements into our new IBX data centers. Either of these contingencies, if they were to occur, could make it difficult for us to realize expected or reasonable returns on these investments.

Our products and services have a long sales cycle that may harm our revenues and operating results.

A customer’s decision to license cabinet space in one of our IBX data centers and to purchase additional services typically involves a significant commitment of resources. In addition, some customers will be reluctant to commit to locating in our IBX data centers until they are confident that the IBX data center has adequate carrier connections. As a result, we have a long sales cycle. Furthermore, we may expend significant time and resources in pursuing a particular sale or customer that does not result in revenue. We have also significantly expanded our sales force in the past year. It will take time for these new hires to become fully productive.

The current economic downturn 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 products and services, which would delay and lengthen our sales cycle.

Delays due to the length of our sales cycle may materially and adversely affect our revenues and operating results, which could harm our ability to meet our forecasts for a given quarter and cause volatility in our stock price.

 

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Any failure of our physical infrastructure or services could lead to significant costs and disruptions that could reduce our revenue and harm our business reputation and financial results.

Our business depends on providing customers with highly reliable service. We must protect our customers’ infrastructure and equipment located in our IBX data centers. While we own certain of our IBX data centers, others are leased by us, and we rely on the landlord for basic maintenance of the property. If such landlord has not maintained a leased property sufficiently, we may be forced into an early exit from the center which could be disruptive to our business. Furthermore, we continue to acquire IBX data centers not built by us. If we discover that these IBX data centers and their infrastructure assets are not in the condition we expected when they were acquired, we may be required to incur substantial additional costs to repair or upgrade the centers.

The services we provide in each of our IBX data centers are subject to failure resulting from numerous factors, including:

 

   

human error;

 

   

equipment failure;

 

   

physical, electronic and cybersecurity breaches;

 

   

fire, earthquake, hurricane, flood, tornado and other natural disasters;

 

   

extreme temperatures;

 

   

water damage;

 

   

fiber cuts;

 

   

power loss;

 

   

terrorist acts;

 

   

sabotage and vandalism; and

 

   

failure of business partners who provide our resale products.

Problems at one or more of our IBX data centers, whether or not within our control, could result in service interruptions or significant equipment damage. We have service level commitment obligations to certain of our customers, including our significant customers. As a result, service interruptions or significant equipment damage in our IBX data centers could result in difficulty maintaining service level commitments to these customers and potential claims related to such failures. Because our IBX data centers are critical to many of our customers’ businesses, service interruptions or significant equipment damage in our IBX data centers could also result in lost profits or other indirect or consequential damages to our customers. We cannot guarantee that a court would enforce any contractual limitations on our liability in the event that one of our customers brings a lawsuit against us as a result of a problem at one of our IBX data centers. In addition, any loss of service, equipment damage or inability to meet our service level commitment obligations could reduce the confidence of our customers and could consequently impair our ability to obtain and retain customers, which would adversely affect both our ability to generate revenues and our operating results.

We may also incur significant liability in the event of an earthquake, particularly in one of the high hazard zones for earth movement which include, but are not limited to, California, Japan, the New Madrid Seismic Zone and the Pacific Northwest Seismic Zone, where insurance coverage for earthquakes can be extremely expensive. While we purchase minimal levels of earthquake coverage for certain of our IBX data centers in California, at other California IBX data centers and in other high hazard zones we have elected to self-insure. In the event of a large earthquake in any of these locations, we may find our insurance coverage to be inadequate to cover our damages, and our business, financial condition and results of operations could be materially and adversely impacted.

 

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Furthermore, we are dependent upon Internet service providers, telecommunications carriers and other website operators in the Americas region, Asia-Pacific region, EMEA and elsewhere, some of which have experienced significant system failures and electrical outages in the past. Users of our services may in the future experience difficulties due to system failures unrelated to our systems and services. If, for any reason, these providers fail to provide the required services, our business, financial condition and results of operations could be materially and adversely impacted.

Our construction of additional new IBX data centers, or IBX data center expansions, could involve significant risks to our business.

In order to sustain our growth in certain of our existing and new markets, we must either expand an existing data center, lease a new facility or acquire suitable land with or without structures to build new IBX data centers from the ground up. Expansions or new builds are currently underway, or being contemplated, in many of our markets. Any related construction requires us to carefully select and rely on the experience of one or more designers, general contractors, and associated subcontractors during the design and construction process. Should a designer, general contractor, or significant subcontractor experience financial or other problems during the design or construction process, we could experience significant delays, increased costs to complete the project and/or other negative impacts to our expected returns.

Site selection is also a critical factor in our expansion plans. There may not be suitable properties available in our markets with the necessary combination of high power capacity and fiber connectivity, or selection may be limited. Thus, while we may prefer to locate new IBX data centers adjacent to our existing locations it may not always be possible. In the event we decide to build new IBX data centers separate from our existing IBX data centers, we may provide services to interconnect these two centers. Should these services not provide the necessary reliability to sustain service, this could result in lower interconnection revenue and lower margins and could have a negative impact on customer retention over time.

Environmental regulations may impose upon us new or unexpected costs.

We are subject to various federal, state, local and international environmental and health and safety laws and regulations, including those relating to the generation, storage, handling and disposal of hazardous substances and wastes. Certain of these laws and regulations also impose joint and several liability, without regard to fault, for investigation and cleanup costs on current and former owners and operators of real property and persons who have disposed of or released hazardous substances into the environment. Our operations involve the use of hazardous substances and materials such as petroleum fuel for emergency generators, as well as batteries, cleaning solutions and other materials. In addition, we lease, own or operate real property at which hazardous substances and regulated materials have been used in the past. At some of our locations, hazardous substances or regulated materials are known to be present in soil or groundwater and there may be additional unknown hazardous substances or regulated materials present at sites we own, operate or lease. At some of our locations, there are land use restrictions in place relating to earlier environmental cleanups that do not materially limit our use of the sites. To the extent any hazardous substances or any other substance or material must be cleaned up or removed from our property, we may be responsible under applicable laws, regulations or leases for the removal or cleanup of such substances or materials, the cost of which could be substantial.

In addition, we are subject to environmental, health and safety laws regulating air emissions, storm water management and other issues arising in our business. While these obligations do not normally impose material costs upon our operations, unexpected events, equipment malfunctions and human error, among other factors, can lead to violations of environmental laws, regulations or permits. Furthermore, environmental laws and regulations change frequently and may require additional investment to maintain compliance. Noncompliance with existing, or adoption of more stringent, environmental or health and safety laws and regulations or the discovery of previously unknown contamination could require us to incur costs or become the basis of new or increased liabilities that could be material.

 

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Fossil fuel combustion creates greenhouse gas (“GHG”) emissions that are linked to global climate change. Regulations to limit GHG emissions are in force in the European Union in an effort to prevent or reduce climate change. In the United States, federal legislative proposals have been considered that would, if adopted, implement some form of regulation or taxation to reduce or mitigate GHG emissions. In addition, the U.S. Environmental Protection Agency (“EPA”) is taking steps towards using its existing authority under the Clean Air Act to regulate GHG emissions. On June 3, 2010, EPA published a final rule, known as the Tailoring Rule, setting forth the permitting program for regulating GHG emissions from major stationary sources. These permitting requirements will include, but are not limited to, meeting the best available control technologies for GHG emissions, and monitoring, reporting and recordkeeping for GHG emissions. The first steps of the program became effective January 2, 2011, and apply to large sources of GHGs such as, for example, fossil-fueled electricity generating facilities, that are already subject to Clean Air Act major source permits for their emission of non-greenhouse gas air pollutants (such as sulfur dioxide or particulate matter). The second step of the permitting program became effective July 1, 2011, and applies to the construction a new facility that will emit 100,000 tons per year or more of carbon dioxide equivalent (“CO2e”, a unit of measurement for GHGs) or to the modification of an existing facility that results in an increase of GHG emissions by 75,000 tons per year of CO2e. There is a small-source exception to the Tailoring Rule that we believe applies to our facilities. Under the exception, no source with emissions below 50,000 tons per year of CO2e or any modification resulting in an increase of less than 50,000 tons per year of CO2e will be subject to Prevention of Significant Deterioration (“PSD”) or Title V permitting before at least April 30, 2016. EPA also announced plans in the final rule to develop permitting requirements for smaller sources of GHGs after the expiration of the small-source exception, which could potentially affect our facilities. We will continue to monitor the developments of this regulatory program to evaluate its impact on our facilities and business.

Several states within the United States have adopted laws intended to limit fossil fuel consumption and/or encourage renewable energy development for the same purpose. For example, California enacted AB-32, the Global Warming Solutions Act of 2006, prescribing a statewide cap on global warming pollution with a goal of reaching 1990 GHG emission levels by 2020 and establishing a mandatory emissions reporting program. On October 27, 2011, the California Air Resources Board adopted final regulations establishing a cap-and-trade program to implement AB-32, which will establish an auction to allocate allowances for GHG emissions, and will establish a minimum price for such allowances. This cap-and-trade regulation took effect January 1, 2012, and will require allowances to be surrendered for emissions of GHGs commencing January 1, 2013. This first phase of the cap-and-trade program will increase our electricity costs by an amount that cannot yet be determined, but could exceed 5% of our costs of electricity at our California locations. In 2015, a second phase of the program will begin, imposing allowance obligations upon suppliers of most forms of fossil fuels, which will increase the costs of our petroleum fuels used for transportation and emergency generators.

Federal, regional, state and international regulatory programs to address climate change are still developing. In their final form, they may include a tax on carbon, a carbon “cap-and-trade” market, and/or other restrictions on carbon and GHG emissions.

We do not anticipate that climate change-related laws and regulations would directly limit the emissions of GHG by our operations. We could, however, be directly subject to taxes, fees or costs, or could indirectly be required to reimburse electricity providers for such costs that would represent the amount of GHG we emit. The expected controls on GHG emissions are likely to increase the costs of electricity or fossil fuels, and these cost increases could materially increase our costs of operation or limit the availability of electricity or emergency generator fuels. The physical impacts of climate change, including extreme weather conditions such as heat waves, could materially increase our costs of operation due to, for example, an increase in our energy use in order to maintain the temperature and internal environment of our data centers necessary for our operations. To the extent any environmental laws enacted or regulations impose new or unexpected costs, our business, results of operations or financial condition may be adversely affected.

 

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If we are unable to recruit or retain qualified personnel, our business could be harmed.

We must continue to identify, hire, train and retain IT professionals, technical engineers, operations employees, and sales, marketing, finance and senior management personnel who maintain relationships with our customers and who can provide the technical, strategic and marketing skills required for our company to grow. There is a shortage of qualified personnel in these fields, and we compete with other companies for the limited pool of talent. The failure to recruit and retain necessary personnel, including but not limited to members of our executive team, could harm our business and our ability to grow our company.

We may not be able to compete successfully against current and future competitors.

We must be able to differentiate our IBX data centers and product offerings from those of our competitors. In addition to competing with other neutral colocation providers, we compete with traditional colocation providers, including telecom companies, carriers, internet service providers and managed services providers, and with large real estate investment trusts, or REITs, who also operate in our market, and may enjoy a cost advantage in providing services similar to those provided by our IBX data centers. We may experience competition from our landlords, some of which are REITs, which could also reduce the amount of space available to us for expansion in the future. Rather than leasing available space in our buildings to large single tenants, they may decide to convert the space instead to smaller square foot units designed for multi-tenant colocation use, blurring the line between retail and wholesale space. We may also face competition from existing competitors or new entrants to the market seeking to replicate our global IBX data center concept by building or acquiring data centers, offering colocation on neutral terms or by replicating our strategy and messaging. Finally, customers may also decide it is cost-effective for them to build out their own data centers. Once customers have an established data center footprint, either through a relationship with one of our competitors or through in-sourcing, it may be extremely difficult to convince them to relocate to our IBX data centers.

Some of our competitors may adopt aggressive pricing policies, especially if they are not highly leveraged or have lower return thresholds that we do. As a result, we may suffer from pricing pressure that would adversely affect our ability to generate revenues. Some of these competitors may also provide our target customers with additional benefits, including bundled communication services or cloud services, and may do so in a manner that is more attractive to our potential customers than obtaining space in our IBX data centers. Competitors could also operate more successfully or form alliances to acquire significant market share.

Failure to compete successfully may materially adversely affect our financial condition, cash flows and results of operations.

Our business could be harmed by prolonged electrical power outages or shortages, increased costs of energy or general lack of availability of electrical resources.

Our IBX data centers are susceptible to regional costs of power, electrical power shortages, planned or unplanned power outages and limitations, especially internationally, on the availability of adequate power resources.

Power outages, such as those that occurred in California during 2001, the Northeast in 2003, from the tornados on the U.S. east coast in 2004, and relating to the earthquake and tsunami in Japan in 2011, could harm our customers and our business. We attempt to limit exposure to system downtime by using backup generators and power supplies; however, we may not be able to limit our exposure entirely even with these protections in place, as was the case with the power outages we experienced in our Chicago and Washington, D.C. metro area IBX data centers in 2005, London metro area IBX data centers in 2007 and Paris metro area IBX data centers in 2009.

 

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In addition, global fluctuations in the price of power can increase the cost of energy, and although contractual price increase clauses exist in the majority of our customer agreements, we may not always choose to pass these increased costs on to our customers.

In each of our markets, we rely on third parties to provide a sufficient amount of power for current and future customers. At the same time, power and cooling requirements are growing on a per unit basis. As a result, some customers are consuming an increasing amount of power per cabinet. We generally do not control the amount of electric power our customers draw from their installed circuits. This means that we could face power limitations in our centers. This could have a negative impact on the effective available capacity of a given center and limit our ability to grow our business, which could have a negative impact on our financial performance, operating results and cash flows.

We may also have difficulty obtaining sufficient power capacity for potential expansion sites in new or existing markets. We may experience significant delays and substantial increased costs demanded by the utilities to provide the level of electrical service required by our current IBX data center designs.

We are exposed to potential risks from errors in our financial reporting systems and controls, including the potential for material misstatements in our consolidated financial statements.

Section 404 of the Sarbanes-Oxley Act of 2002 requires companies to evaluate their internal control over financial reporting. Although we received an unqualified opinion regarding the effectiveness of our internal control over financial reporting as of December 31, 2011, in the course of our ongoing evaluation we have identified certain areas where we would like to improve and we are in the process of evaluating and designing enhanced processes and controls to address such areas, none of which we believe constitutes a material change. However, we cannot be certain that our efforts will be effective or sufficient for us, or our independent registered public accounting firm, to issue unqualified reports in the future, especially as our business continues to grow and evolve and as we acquire other businesses.

Our ability to manage our operations and growth will require us to improve our operational, financial and management controls, as well as our internal reporting systems and controls. We may not be able to implement improvements to our internal reporting systems and controls in an efficient and timely manner and have in the past, and may in the future, discover deficiencies in existing systems and controls. In addition, internal reporting systems and controls are subject to human error. Any such deficiencies could result in material misstatements in our consolidated financial statements, which might involve restating previously issued financial statements. Additionally, as we expand, we will need to implement new systems to support our financial reporting systems and controls. We may not be able to implement these systems such that errors would be identified in a timely manner, which could result in material misstatements in our consolidated financial statements.

If we cannot effectively manage our international operations, and successfully implement our international expansion plans, our revenues may not increase and our business and results of operations would be harmed.

For the years ended December 31, 2011, 2010 and 2009, we recognized 40%, 38% and 39%, respectively, of our revenues outside the U.S. For the three months ended March 31, 2012, we recognized 42% of our revenues outside the U.S. We currently operate outside of the U.S. in Canada, Brazil, and in the EMEA and Asia-Pacific regions.

To date, the network neutrality of our IBX data centers and the variety of networks available to our customers has often been a competitive advantage for us. In certain of our acquired IBX data centers in the Asia-Pacific region the limited number of carriers available reduces that advantage. As a result, we may need to adapt our key revenue-generating services and pricing to be competitive in those markets. In addition, we are currently undergoing expansions or evaluating expansion opportunities outside of the U.S. Undertaking and managing expansions in foreign jurisdictions may present unanticipated challenges to us.

 

 

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Our international operations are generally subject to a number of additional risks, including:

 

   

the costs of customizing IBX data centers for foreign countries;

 

   

protectionist laws and business practices favoring local competition;

 

   

greater difficulty or delay in accounts receivable collection;

 

   

difficulties in staffing and managing foreign operations, including negotiating with foreign labor unions or workers’ councils;

 

   

difficulties in managing across cultures and in foreign languages;

 

   

political and economic instability;

 

   

fluctuations in currency exchange rates;

 

   

difficulties in repatriating funds from certain countries;

 

   

our ability to obtain, transfer, or maintain licenses required by governmental entities with respect to our business;

 

   

unexpected changes in regulatory, tax and political environments;

 

   

our ability to secure and maintain the necessary physical and telecommunications infrastructure;

 

   

compliance with the Foreign Corrupt Practices Act; and

 

   

compliance with evolving governmental regulation with which we have little experience.

In addition, compliance with international and U.S. laws and regulations that apply to our international operations increases our cost of doing business in foreign jurisdictions. These laws and regulations include data privacy requirements, labor relations laws, tax laws, anti-competition regulations, import and trade restrictions, export requirements, U.S. laws such as the Foreign Corrupt Practices Act, and local laws which also prohibit corrupt payments to governmental officials. Violations of these laws and regulations could result in fines, criminal sanctions against us, our officers or our employees, and prohibitions on the conduct of our business. Any such violations could include prohibitions on our ability to offer our services in one or more countries, could delay or prevent potential acquisitions, and could also materially damage our reputation, our brand, our international expansion efforts, our ability to attract and retain employees, our business and our operating results. Our success depends, in part, on our ability to anticipate and address these risks and manage these difficulties.

Economic uncertainty in developing markets could adversely affect our revenue and earnings.

We conduct business or are contemplating expansion in developing markets with economies that tend to be more volatile than those in the United States and Western Europe. The risk of doing business in developing markets such as China, Brazil, India, Russia, the United Arab Emirates and other economically volatile areas, could adversely affect our operations and earnings. Such risks include the financial instability among customers in these regions, political instability, fraud or corruption and other non-economic factors such as irregular trade flows that need to be managed successfully with the help of the local governments. In addition, commercial laws in some developing countries can be vague, inconsistently administered and retroactively applied. If we are deemed not to be in compliance with applicable laws in developing countries where we conduct business, our prospects and business in those countries could be harmed, which could then have a material adverse impact on our results of operations and financial position. Our failure to successfully manage economic, political and other risks relating to doing business in developing countries and economically and politically volatile areas could adversely affect our business.

 

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The increased use of high power density equipment may limit our ability to fully utilize our IBX data centers.

Customers are increasing their use of high-density electrical power equipment, such as blade servers, in our IBX data centers which has significantly increased the demand for power on a per cabinet basis. Because many of our IBX data centers were built a number of years ago, the current demand for electrical power may exceed the designed electrical capacity in these centers. As electrical power, not space, is a limiting factor in many of our IBX data centers, our ability to fully utilize those IBX data centers may be limited. The availability of sufficient power may also pose a risk to the successful operation of our new IBX data centers. The ability to increase the power capacity of an IBX data center, should we decide to, is dependent on several factors including, but not limited to, the local utility’s ability to provide additional power; the length of time required to provide such power; and/or whether it is feasible to upgrade the electrical infrastructure of an IBX data center to deliver additional power to customers. Although we are currently designing and building to a much higher power specification, there is a risk that demand will continue to increase and our IBX data centers could become obsolete sooner than expected.

We expect our operating results to fluctuate.

We have experienced fluctuations in our results of operations on a quarterly and annual basis. The fluctuations in our operating results may cause the market price of our common stock to be volatile. We may experience significant fluctuations in our operating results in the foreseeable future due to a variety of factors, including, but not limited to:

 

   

fluctuations of foreign currencies in the markets in which we operate;

 

   

the timing and magnitude of depreciation and interest expense or other expenses related to the acquisition, purchase or construction of additional IBX data centers or the upgrade of existing IBX data centers;

 

   

demand for space, power and services at our IBX data centers;

 

   

changes in general economic conditions, such as the current economic downturn, and specific market conditions in the telecommunications and Internet industries, both of which may have an impact on our customer base;

 

   

charges to earnings resulting from past acquisitions due to, among other things, impairment of goodwill or intangible assets, reduction in the useful lives of intangible assets acquired, identification of additional assumed contingent liabilities or revised estimates to restructure an acquired company’s operations;

 

   

the duration of the sales cycle for our services and our ability to ramp our newly-hired sales persons to full productivity within the time period we have forecasted;

 

   

restructuring charges or reversals of existing restructuring charges, which may be necessary due to revised sublease assumptions, changes in strategy or otherwise;

 

   

acquisitions or dispositions we may make;

 

   

the financial condition and credit risk of our customers;

 

   

the provision of customer discounts and credits;

 

   

the mix of current and proposed products and services and the gross margins associated with our products and services;

 

   

the timing required for new and future centers to open or become fully utilized;

 

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competition in the markets in which we operate;

 

   

conditions related to international operations;

 

   

increasing repair and maintenance expenses in connection with aging IBX data centers;

 

   

lack of available capacity in our existing IBX data centers to generate new revenue or delays in opening up new or acquired IBX data centers that delay our ability to generate new revenue in markets which have otherwise reached capacity;

 

   

changes in rent expense as we amend our IBX data center leases in connection with extending their lease terms when their initial lease term expiration dates approach or changes in shared operating costs in connection with our leases, which are commonly referred to as common area maintenance expenses;

 

   

the timing and magnitude of other operating expenses, including taxes, expenses related to the expansion of sales, marketing, operations and acquisitions, if any, of complementary businesses and assets;

 

   

the cost and availability of adequate public utilities, including power;

 

   

changes in employee stock-based compensation;

 

   

overall inflation;

 

   

increasing interest expense due to any increases in interest rates and/or potential additional debt financings;

 

   

our stock repurchase program;

 

   

changes in income tax benefit or expense; and

 

   

changes in or new generally accepted accounting principles (GAAP) in the U.S. as periodically released by the Financial Accounting Standards Board (FASB).

Any of the foregoing factors, or other factors discussed elsewhere in this report, could have a material adverse effect on our business, results of operations and financial condition. Although we have experienced growth in revenues in recent quarters, this growth rate is not necessarily indicative of future operating results. Prior to 2008, we had generated net losses every fiscal year since inception. It is possible that we may not be able to generate net income on a quarterly or annual basis in the future. In addition, a relatively large portion of our expenses are fixed in the short-term, particularly with respect to lease and personnel expenses, depreciation and amortization and interest expenses. Therefore, 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 quarters may fail to meet the expectations of securities analysts or investors.

We have incurred substantial losses in the past and may incur additional losses in the future.

As of March 31, 2012, our accumulated deficit was $220.6 million. Although we have generated net income for each fiscal year since 2008, which was our first full year of net income since our inception, we are also currently investing heavily in our future growth through the build-out of multiple additional IBX data centers and IBX data center expansions as well as acquisitions of complementary businesses. As a result, we will incur higher depreciation and other operating expenses, as well as acquisition costs and interest expense, that may negatively impact our ability to sustain profitability in future periods unless and until these new IBX data centers generate enough revenue to exceed their operating costs and cover our additional overhead needed to scale our business for this anticipated growth. The current global financial

 

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crisis may also impact our ability to sustain profitability if we cannot generate sufficient revenue to offset the increased costs of our recently-opened IBX data centers or IBX data centers currently under construction. In addition, costs associated with the acquisition and integration of any acquired companies, as well as the additional interest expense associated with debt financing we have undertaken to fund our growth initiatives, may also negatively impact our ability to sustain profitability. Finally, given the competitive and evolving nature of the industry in which we operate, we may not be able to sustain or increase profitability on a quarterly or annual basis.

The failure to obtain favorable terms when we renew our IBX data center leases could harm our business and results of operations.

While we own certain of our IBX data centers, others are leased under long-term arrangements with lease terms expiring at various dates through 2035. These leased centers have all been subject to significant development by us in order to convert them from, in most cases, vacant buildings or warehouses into IBX data centers. Most of our IBX data center leases have renewal options available to us. However, many of these renewal options provide for rent set at then-prevailing market rates. To the extent that then-prevailing market rates are higher than present rates, these higher costs may adversely impact our business and results of operations.

We depend on a number of third parties to provide Internet connectivity to our IBX data centers; if connectivity is interrupted or terminated, our operating results and cash flow could be materially and adversely affected.

The presence of diverse telecommunications carriers’ fiber networks in our IBX 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 customers with carrier services. We believe that the availability of carrier capacity will directly affect our ability to achieve our projected results. We rely primarily on revenue opportunities from the telecommunications carriers’ customers to encourage them to invest the capital and operating resources required to connect from their centers to our IBX data centers. Carriers will likely evaluate the revenue opportunity of an IBX data center based on the assumption that the environment will be highly competitive. We cannot provide assurance that each and every carrier will elect to offer its services within our IBX data centers or that once a carrier has decided to provide Internet connectivity to our IBX data centers that it will continue to do so for any period of time.

Our new IBX data centers require construction and operation of a sophisticated redundant fiber network. The construction required to connect multiple carrier facilities to our IBX data centers is complex and involves factors outside of our control, including regulatory processes and the availability of construction resources. Any hardware or fiber failures on this network may result in significant loss of connectivity to our new IBX data center expansions. This could affect our ability to attract new customers to these IBX data centers or retain existing customers.

If the establishment of highly diverse Internet connectivity to our IBX data centers does not occur, is materially delayed or is discontinued, or is subject to failure, our operating results and cash flow will be adversely affected.

We may be vulnerable to security breaches which could disrupt our operations and have a material adverse effect on our financial performance and operating results.

A party who is able to compromise the security measures on our networks or the security of our infrastructure could misappropriate either our proprietary information or the personal information of our customers, or cause interruptions or malfunctions in our operations or our customers’ operations. As we provide assurances to our customers that we provide the highest level of security, such a compromise could be particularly harmful to our brand and reputation. We may be required to expend significant capital and resources to protect against such threats or to alleviate problems caused by breaches in security. As techniques used to breach security change frequently, and are generally not recognized until launched against a target, we may not be able to implement security measures in a timely manner or, if and when implemented, we may not be able to determine the extent to which these measures could be

 

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circumvented. Any breaches that may occur could expose us to increased risk of lawsuits, regulatory penalties, loss of existing or potential customers, harm to our reputation and increases in our security costs, which could have a material adverse effect on our financial performance and operating results.

We have government customers, which subjects us to risks including early termination, audits, investigations, sanctions and penalties.

We derive some revenues from contracts with the U.S. government, state and local governments and their respective agencies. Some of these customers may terminate all or part of their contracts at any time, without cause.

There is increased pressure for governments and their agencies, both domestically and internationally, to reduce spending. Some of our federal government contracts are subject to the approval of appropriations being made by the U.S. Congress to fund the expenditures under these contracts. Similarly, some of our contracts at the state and local levels are subject to government funding authorizations.

Additionally, government contracts are generally subject to audits and investigations which could result in various civil and criminal penalties and administrative sanctions, including termination of contracts, refund of a portion of fees received, forfeiture of profits, suspension of payments, fines and suspensions or debarment from future government business.

Because we depend on the development and growth of a balanced customer base, including key magnet customers, failure to attract, grow and retain this base of customers could harm our business and operating results.

Our ability to maximize revenues depends on our ability to develop and grow a balanced customer base, consisting of a variety of companies, including enterprises, cloud, digital content and financial companies, and network service providers. We consider certain of these customers to be key magnets in that they draw in other customers. The more balanced the customer base within each IBX data center, the better we will be able to generate significant interconnection revenues, which in turn increases our overall revenues. Our ability to attract customers to our IBX data centers will depend on a variety of factors, including the presence of multiple carriers, the mix of products and services offered by us, the overall mix of customers, the presence of key customers attracting business through vertical market ecosystems, the IBX data center’s operating reliability and security and our ability to effectively market our services. However, some of our customers may face competitive pressures and may ultimately not be successful or may be consolidated through merger or acquisition. If these customers do not continue to use our IBX data centers it may be disruptive to our business. Finally, the uncertain economic climate may harm our ability to attract and retain customers if customers slow spending, or delay decision-making, on our products and services, or if customers begin to have difficulty paying us and we experience increased churn in our customer base. Any of these factors may hinder the development, growth and retention of a balanced customer base and adversely affect our business, financial condition and results of operations.

We are subject to securities class action and other litigation, which may harm our business and results of operations.

We are subject to various legal proceedings as described in Note 10 to Notes to Condensed Consolidated Financial Statements in Item 1 of this Quarterly Report on Form 10-Q. In addition, we may, in the future, be subject to other litigation. For example, securities class action litigation has often been brought against a company following periods of volatility in the market price of its securities. Litigation can be lengthy, expensive, and divert management’s attention and resources. Results cannot be predicted with certainty and an adverse outcome in litigation could result in monetary damages or injunctive relief that could seriously harm our business, results of operations, financial condition or cash flows.

 

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We may not be able to protect our intellectual property rights.

We cannot assure that the steps taken by us to protect our intellectual property rights will be adequate to deter misappropriation of proprietary information or that we will be able to detect unauthorized use and take appropriate steps to enforce our intellectual property rights. We also are subject to the risk of litigation alleging infringement of third-party intellectual property rights. Any such claims could require us to spend significant sums in litigation, pay damages, develop non-infringing intellectual property, or acquire licenses to the intellectual property that is the subject of the alleged infringement.

Government regulation may adversely affect our business.

Various laws and governmental regulations, both in the U.S. and abroad, governing Internet related services, related communications services and information technologies remain largely unsettled, even in areas where there has been some legislative action. For example, the Federal Communications Commission is considering proposed Internet rules and regulation of broadband that may result in material changes in the regulations and contribution regime affecting us and our customers. Likewise, as part of a review of the current equity market structure, the Securities and Exchange Commission and the Commodity Futures Trading Commission have both sought comments regarding the regulation of independent data centers, such as Equinix, which provide colocation services for financial markets and exchanges. The CFTC is also considering regulation of companies that use automated and high-frequency trading systems. Any such regulation may ultimately affect our provision of services.

It also may take years to determine whether and how existing laws, such as those governing intellectual property, privacy, libel, telecommunications services and taxation, apply to the Internet and to related services such as ours and substantial resources may be required to comply with regulations or bring any non-compliant business practices into compliance with such regulations. In addition, the development of the market for online commerce and the displacement of traditional telephony service by the Internet and related communications services may prompt an increased call for more stringent consumer protection laws or other regulation both in the U.S. and abroad that may impose additional burdens on companies conducting business online and their service providers.

The adoption, or modification of laws or regulations relating to the Internet and our business, or interpretations of existing laws, could have a material adverse effect on our business, financial condition and results of operations.

Industry 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. Regional competitors may also consolidate to become a global competitor. Consolidation of our customers and/or our competitors may present a risk to our business model and have a negative impact on our revenues.

Terrorist activity throughout the world and military action to counter terrorism could adversely impact our business.

The continued threat of terrorist activity and other acts of war or hostility contribute to a climate of political and economic uncertainty. Due to existing or developing circumstances, we may need to incur additional costs in the future to provide enhanced security, including cybersecurity, which would have a material adverse effect on our business and results of operations. These circumstances may also adversely affect our ability to attract and retain customers, our ability to raise capital and the operation and maintenance of our IBX data centers. We may not have adequate property and liability insurance to cover catastrophic events or attacks.

 

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We have various mechanisms in place that may discourage takeover attempts.

Certain provisions of our certificate of incorporation and bylaws may discourage, delay or prevent a third party from acquiring control of us in a merger, acquisition or similar transaction that a stockholder may consider favorable. Such provisions include:

 

   

authorization for the issuance of “blank check” preferred stock;

 

   

the prohibition of cumulative voting in the election of directors;

 

   

limits on the persons who may call special meetings of stockholders;

 

   

the prohibition of stockholder action by written consent; and

 

   

advance notice requirements for nominations to the Board or for proposing matters that can be acted on by stockholders at stockholder meetings.

In addition, Section 203 of the Delaware General Corporation Law, which restricts certain business combinations with interested stockholders in certain situations, may also discourage, delay or prevent someone from acquiring or merging with us.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

 

Item 3. Defaults Upon Senior Securities

None.

 

Item 4. Mine Safety Disclosure

Not applicable.

 

Item 5. Other Information

None.

 

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Item 6. Exhibits

 

         

Incorporated by Reference

      

Exhibit
Number

  

Exhibit Description

  

Form

  

Filing Date/

Period End
Date

    

Exhibit

    

Filed

Herewith

2.1    Combination Agreement, dated as of October 2, 2002, by and among Equinix, Inc., Eagle Panther Acquisition Corp., Eagle Jaguar Acquisition Corp., i-STT Pte Ltd, STT Communications Ltd., Pihana Pacific, Inc. and Jane Dietze, as representative of the stockholders of Pihana Pacific, Inc.    Def.
Proxy
14A
     12/12/02         
2.2    Agreement and Plan of Merger dated October 21, 2009, by and among Equinix, Inc., Switch & Data Facilities Company, Inc. and Sundance Acquisition Corporation.    8-K      10/22/09         2.1      
2.3    First Amendment to the Agreement and Plan of Merger dated March 20, 2010, by and among Equinix, Inc., Switch & Data Facilities Company, Inc. and Sundance Acquisition Corporation.    8-K      3/22/10         2.1      
3.1    Amended and Restated Certificate of Incorporation of the Registrant, as amended to date.    10-K/A      12/31/02         3.1      
3.2    Certificate of Amendment of the Restated Certificate of Incorporation    8-K      6/14/11         3.1      
3.3    Certificate of Designation of Series A and Series A-1 Convertible Preferred Stock.    10-K/A      12/31/02         3.3      
3.4    Amended and Restated Bylaws of the Registrant.    8-K      2/23/12         3.1      
4.1    Reference is made to Exhibits 3.1, 3.2, 3.3 and 3.4.            
4.2    Indenture dated March 30, 2007 by and between Equinix, Inc. and U.S. Bank National Association, as trustee.    8-K      3/30/07         4.4      
4.3    Form of 2.50% Convertible Subordinated Note Due 2012 (see Exhibit 4.2).            
4.4    Indenture dated September 26, 2007 by and between Equinix, Inc. and U.S. Bank National Association, as trustee.    8-K      9/26/07         4.4      

 

62


         

Incorporated by Reference

    

Exhibit
Number

  

Exhibit Description

  

Form

 

Filing Date/

Period End
Date

    

Exhibit

  

Filed

Herewith

4.5    Form of 3.00% Convertible Subordinated Note Due 2014 (see Exhibit 4.4).           
4.6    Indenture dated June 12, 2009 by and between Equinix, Inc. and U.S. Bank National Association, as trustee.    8-K     6/12/09       4.1   
4.7    Form of 4.75% Convertible Subordinated Note Due 2016 (see Exhibit 4.6).           
4.8    Indenture dated March 3, 2010 by and between Equinix, Inc. and U.S. Bank National Association, as trustee.    10-Q     3/31/10       4.8   
4.9    Form of 8.125% Senior Note Due 2018 (see Exhibit 4.8).           
4.10    Indenture dated July 13, 2011 by and between Equinix, Inc. and U.S. Bank National Association as trustee    8-K     7/13/11       4.1   
4.11    Form of 7.00% Senior Note due 2021 (see Exhibit 4.10)    8-K     7/13/11       4.2   
10.1    Form of Indemnification Agreement between the Registrant and each of its officers and directors.    S-4 (File
No. 333-93749)
    12/29/99       10.5   
10.2    2000 Equity Incentive Plan, as amended.            X
10.3    2000 Director Option Plan, as amended.    10-K     12/31/07       10.4   
10.4    2001 Supplemental Stock Plan, as amended.    10-K     12/31/07       10.5   
10.5    Equinix, Inc. 2004 Employee Stock Purchase Plan, as amended.    S-8 (File
No. 333-165033)
    2/23/10       99.3   
10.6    Form of Restricted Stock Agreements for Stephen M. Smith under the Equinix, Inc. 2000 Equity Incentive Plan.    10-Q     3/31/07       10.45   
10.7    Letter Agreement, dated April 22, 2008, by and between Eric Schwartz and Equinix Operating Co., Inc.    10-Q     6/30/08       10.34   
10.8    Severance Agreement by and between Stephen Smith and Equinix, Inc. dated December 18, 2008.    10-K     12/31/08       10.31   

 

63


         

Incorporated by Reference

    

Exhibit
Number

  

Exhibit Description

  

Form

  

Filing Date/

Period End
Date

  

Exhibit

  

Filed

Herewith

10.9    Severance Agreement by and between Peter Van Camp and Equinix, Inc. dated December 10, 2008.    10-K    12/31/08    10.32   
10.10    Severance Agreement by and between Keith Taylor and Equinix, Inc. dated December 19, 2008.    10-K    12/31/08    10.33   
10.11    Severance Agreement by and between Peter Ferris and Equinix, Inc. dated December 17, 2008.    10-K    12/31/08    10.34   
10.12    Change in Control Severance Agreement by and between Eric Schwartz and Equinix, Inc. dated December 19, 2008.    10-K    12/31/08    10.35   
10.13    Change in Control Severance Agreement by and between Jarrett Appleby and Equinix, Inc. dated December 11, 2008.    10-K    12/31/08    10.36   
10.14    Offer Letter from Equinix, Inc. to Jarrett Appleby dated November 6, 2008.    10-K    12/31/08    10.37   
10.15    Restricted Stock Unit Agreement for Jarrett Appleby under the Equinix, Inc. 2000 Equity Incentive Plan.    10-K    12/31/08    10.38   
10.16    Confirmation for Base Capped Call Transaction dated as of June 9, 2009 between Equinix, Inc. and Deutsche Bank AG, London Branch.    8-K    6/12/09    10.1   
10.17    Confirmation for Additional Capped Call Transaction dated as of June 9, 2009 between Equinix, Inc. and Deutsche Bank AG, London Branch.    8-K    6/12/09    10.2   
10.18    Master Terms and Conditions for Capped Call Transactions dated as of June 9, 2009 between Equinix, Inc. and Deutsche Bank AG, London Branch.    8-K    6/12/09    10.3   
10.19    Confirmation for Base Capped Call Transaction dated as of June 9, 2009 between Equinix, Inc. and JPMorgan Chase Bank, National Association, London Branch.    8-K    6/12/09    10.4   

 

64


         

Incorporated by Reference

    

Exhibit
Number

  

Exhibit Description

  

Form

 

Filing Date/

Period End
Date

  

Exhibit

  

Filed

Herewith

10.20    Confirmation for Additional Capped Call Transaction dated as of June 9, 2009 between Equinix, Inc. and JPMorgan Chase Bank, National Association, London Branch.    8-K   6/12/09    10.5   
10.21    Master Terms and Conditions for Capped Call Transactions dated as of June 9, 2009 between Equinix, Inc. and JPMorgan Chase Bank, National Association, London Branch.    8-K   6/12/09    10.6   
10.22    Confirmation for Base Capped Call Transaction dated as of June 9, 2009 between Equinix, Inc. and Goldman, Sachs & Co.    8-K   6/12/09    10.7   
10.23    Confirmation for Additional Capped Call Transaction dated as of June 9, 2009 between Equinix, Inc. and Goldman, Sachs & Co.    8-K   6/12/09    10.8   
10.24    Master Terms and Conditions for Capped Call Transactions dated as of June 9, 2009 between Equinix, Inc. and Goldman, Sachs & Co.    8-K   6/12/09    10.9