Back to GetFilings.com



Table of Contents

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, 2005

 

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.)

 

301 Velocity Way, Fifth Floor, Foster City, California 94404

(Address of principal executive offices, including ZIP code)

 

(650) 513-7000

(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 is an accelerated filer (as defined in Rule 12b of the Exchange Act).    Yes  x    No  ¨.

 

The number of shares outstanding of the Registrant’s Common Stock as of March 31, 2005 was 23,561,776.

 



Table of Contents

EQUINIX, INC.

 

INDEX

 

          Page No.

     Part I - Financial Information

    

Item 1.

  

Condensed Consolidated Balance Sheets as of March 31, 2005 and December 31, 2004

   3
    

Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2005 and 2004

   4
    

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2005 and 2004

   5
    

Notes to Condensed Consolidated Financial Statements

   6

Item 2.

  

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

   23
    

Other Factors Affecting Operating Results

   35

Item 3.

  

Quantitative and Qualitative Disclosures About Market Risk

   45

Item 4.

  

Controls and Procedures

   46

     Part II - Other Information

    

Item 1.

  

Legal Proceedings

   46

Item 2.

  

Unregistered Sales of Equity Securities and Use of Proceeds

   47

Item 3.

  

Defaults Upon Senior Securities

   47

Item 4.

  

Submission of Matters to a Vote of Security Holders

   47

Item 5.

  

Other Information

   47

Item 6.

  

Exhibits

   48

Signatures

   53

 

2


Table of Contents

PART I - FINANCIAL INFORMATION

 

Item 1. Condensed Consolidated Financial Statements

 

EQUINIX, INC.

Condensed Consolidated Balance Sheets

(in thousands)

 

    

March 31,

2005


   

December 31,

2004


 
     (unaudited)  
Assets                 

Current assets:

                

Cash and cash equivalents

   $ 44,210     $ 25,938  

Short-term investments

     46,367       64,499  

Accounts receivable, net

     14,241       11,919  

Prepaids and other current assets

     2,428       4,726  
    


 


Total current assets

     107,246       107,082  

Long-term investments

     27,559       17,655  

Property and equipment, net

     350,986       343,361  

Goodwill

     21,842       22,018  

Debt issuance costs, net

     2,659       3,164  

Other assets

     7,754       8,518  
    


 


Total assets

   $ 518,046     $ 501,798  
    


 


Liabilities and Stockholders’ Equity                 

Current liabilities:

                

Accounts payable and accrued expenses

   $ 20,474     $ 21,028  

Accrued interest payable

     382       1,706  

Current portion of accrued restructuring charge

     2,005       1,952  

Current portion of debt facility and capital lease obligation

     1,446       675  

Other current liabilities

     5,831       6,877  
    


 


Total current liabilities

     30,138       32,238  

Accrued restructuring charge, less current portion

     12,487       12,798  

Debt facility and capital lease obligation, less current portion

     49,249       34,529  

Convertible secured notes

     1,803       35,824  

Convertible subordinated debentures

     86,250       86,250  

Deferred rent and other liabilities

     28,769       26,453  
    


 


Total liabilities

     208,696       228,092  
    


 


Stockholders’ equity:

                

Preferred stock

     2       2  

Common stock

     24       19  

Additional paid-in capital

     829,302       776,123  

Deferred stock-based compensation

     (11,449 )     (260 )

Accumulated other comprehensive income

     1,700       2,257  

Accumulated deficit

     (510,229 )     (504,435 )
    


 


Total stockholders’ equity

     309,350       273,706  
    


 


Total liabilities and stockholders’ equity

   $ 518,046     $ 501,798  
    


 


 

See accompanying notes to condensed consolidated financial statements.

 

3


Table of Contents

EQUINIX, INC.

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

 

    

Three months ended

March 31,


 
     2005

    2004

 
     (unaudited)  

Revenues

   $ 48,684     $ 36,820  
    


 


Costs and operating expenses:

                

Cost of revenues

     36,873       33,785  

Sales and marketing

     4,819       4,642  

General and administrative

     10,489       8,242  
    


 


Total costs and operating expenses

     52,181       46,669  
    


 


Loss from operations

     (3,497 )     (9,849 )

Interest income

     667       242  

Interest expense

     (2,459 )     (4,130 )

Loss on debt extinguishment and conversion

     —         (16,211 )
    


 


Net loss before income taxes

     (5,289 )     (29,948 )

Income taxes

     (505 )     (194 )
    


 


Net loss

   $ (5,794 )   $ (30,142 )
    


 


Net loss per share:

                

Basic and diluted

   $ (0.26 )   $ (2.00 )
    


 


Weighted average shares

     21,898       15,104  
    


 


 

See accompanying notes to condensed consolidated financial statements.

 

4


Table of Contents

EQUINIX, INC.

Condensed Consolidated Statements of Cash Flows

(in thousands)

 

     Three months ended
March 31,


 
     2005

    2004

 
     (unaudited)  

Cash flows from operating activities:

                

Net loss

   $ (5,794 )   $ (30,142 )

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

                

Depreciation

     14,967       14,234  

Accretion of asset retirement obligation and accrued restructuring charges

     343       81  

Amortization of intangible assets and non-cash prepaid rent

     80       514  

Amortization of deferred stock-based compensation

     2,444       677  

Non-cash interest expense

     905       2,615  

Allowance for (recovery of) doubtful accounts

     (58 )     70  

Deferred rent

     563       1,639  

Loss on disposal of assets

     3       2  

Loss on debt extinguishment and conversion

     —         16,211  

Changes in operating assets and liabilities:

                

Accounts receivable

     (2,264 )     29  

Prepaids and other current assets

     2,298       971  

Other assets

     2,250       46  

Accounts payable and accrued expenses

     89       190  

Accrued restructuring charge

     (482 )     (458 )

Accrued interest payable

     (539 )     (36 )

Other current liabilities

     229       (142 )

Other liabilities

     359       (20 )
    


 


Net cash provided by operating activities

     15,393       6,481  
    


 


Cash flows from investing activities:

                

Purchases of investments

     (31,736 )     (60,414 )

Sales of investments

     8,602       2,001  

Maturities of investments

     31,123       77,176  

Purchases of property and equipment

     (5,523 )     (4,908 )

Accrued property and equipment

     (643 )     (196 )
    


 


Net cash provided by investing activities

     1,823       13,569  
    


 


Cash flows from financing activities:

                

Proceeds from exercise of stock options and employee stock purchase plans

     4,347       2,060  

Proceeds from convertible subordinated debentures

     —         86,250  

Repayment of debt facilities and capital lease obligations

     (3,222 )     (3,527 )

Repayment of credit facility

     —         (34,281 )

Repayment of senior notes

     —         (30,475 )

Debt issuance costs

     —         (3,222 )

Debt extinguishment costs

     —         (2,505 )
    


 


Net cash provided by financing activities

     1,125       14,300  
    


 


Effect of foreign currency exchange rates on cash and cash equivalents

     (69 )     (19 )

Net increase in cash and cash equivalents

     18,272       34,421  

Cash and cash equivalents at beginning of period

     25,938       26,869  
    


 


Cash and cash equivalents at end of period

   $ 44,210     $ 61,290  
    


 


Supplemental cash flow information:

                

Cash paid for interest

   $ 2,069     $ 1,579  
    


 


 

See accompanying notes to condensed consolidated financial statements.

 

5


Table of Contents

EQUINIX, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1. Basis of Presentation and Significant Accounting Policies

 

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 balance sheet at December 31, 2004 has been derived from audited financial statements at that date. The 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. 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 March 10, 2005. Results for the interim periods are not necessarily indicative of results for the entire fiscal year.

 

The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

 

As of March 31, 2005, the Company had $118.1 million of cash, cash equivalents and short-term and long-term investments. The Company believes that this cash, coupled with anticipated cash flows generated from operations, will be sufficient to meet the Company’s capital expenditure, working capital, debt service and corporate overhead requirements within the Company’s currently identified business objectives.

 

Reclassifications

 

Certain auction rate securities have been reclassified from cash equivalents to short-term investments as of December 31, 2003 and March 31, 2004. This resulted in a reclassification from cash and cash equivalents to short-term investments of $33,559,000 and $7,553,000 on the December 31, 2003 and March 31, 2004 consolidated balance sheets, respectively. In addition, purchases and sales of investments, included in the accompanying consolidated statement of cash flows for the three months ended March 31, 2004, have been revised to reflect the purchase and sale of auction rate securities during this period. Auction rate securities are variable rate bonds tied to short-term interest rates with maturities on the face of the securities in excess of ninety days. Auction rate securities have interest rate resets through a modified Dutch auction, at pre-determined short-term intervals, usually every seven, twenty-eight or thirty-five days. They trade at par and are callable at par on any interest payment date at the option of the issuer. Interest paid during a given period is based upon the interest rate determined during the prior auction. Although these securities are issued and rated as long-term bonds, they are priced and traded as short-term instruments because of the liquidity provided through the interest rate reset. The Company had historically classified these instruments as cash equivalents if the period between interest rate resets was ninety days or less, which was based on our ability to either liquidate our holdings or roll our investment over to the next reset period.

 

Based upon the Company’s re-evaluation of these securities, the Company has reclassified its auction rate securities, previously classified as cash equivalents, as short-term investments. The Company accounts for its marketable securities in accordance with SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities.” Such investments are classified as “available-for-sale” and are reported at fair value in the Company’s consolidated balance sheets. The short-term nature and structure, the frequency with which the interest rate resets and the ability to sell auction rate securities at par and at the Company’s discretion indicates that such securities should more appropriately be classified as short-term investments with the intent of meeting the Company’s short-term working capital requirements.

 

6


Table of Contents

EQUINIX, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

Revenue Recognition and Allowance for Doubtful Accounts

 

Equinix derives more than 90% of its revenues from recurring revenue streams, consisting primarily of (1) colocation services, such as from the licensing of cabinet space and power; (2) interconnection services, such as cross connects and Gigabit Ethernet ports and (3) managed infrastructure services, such as Equinix Direct, bandwidth and other managed services such as mail service and managed platform solutions. The remainder of the Company’s revenues are from non-recurring revenue streams, such as from the recognized portion of deferred installation revenues, professional services, contract settlements and equipment sales. Revenues from recurring revenue streams are billed monthly and recognized ratably over the term of the contract, generally one to three years. Fees for the provision of other managed services are recognized progressively as the services are rendered in accordance with the contract terms, except where the future costs cannot be estimated reliably, in which case fees are recognized upon the completion of services. Non-recurring installation fees, although generally paid in a lump sum upon installation, are deferred and recognized ratably over the longer of the term of the related contract or expected customer relationship. Professional service fees are recognized in the period in which the services were provided and represent the culmination of the earnings process as long as they meet the criteria for separate recognition under EITF Abstract No. 00-21, “Revenue Arrangements with Multiple Deliverables.” Revenue from bandwidth and equipment is recognized on a gross basis in accordance with EITF Abstract No. 99-19, “Recording Revenue as a Principal versus Net as an Agent”, primarily because the Company acts as the principal in the transaction, takes title to products and services and bears inventory and credit risk. To the extent the Company does not meet the criteria for gross basis accounting for bandwidth and equipment revenue, the Company records the revenue on a net basis. Revenue from contract settlements is recognized on a cash basis when no remaining performance obligations exist to the extent that the revenue has not previously been recognized.

 

The Company occasionally guarantees certain service levels, such as uptime, as outlined in individual customer contracts. To the extent that these service levels are not achieved, the Company reduces revenue for any credits given to the customer as a result. The Company generally has the ability to determine such service level credits prior to the associated revenue being recognized, and historically, these credits have not been significant.

 

Revenue is recognized only when the service has been provided and when there is persuasive evidence of an arrangement, the fee is fixed or determinable and collection of the receivable is reasonably assured. It is customary business practice to obtain a signed master sales agreement and sales order prior to recognizing revenue in an arrangement. The Company assesses collection based on a number of factors, including past transaction history with th