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
(Registrants 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 Registrants Common Stock as of March 31, 2005 was 23,561,776.
INDEX
| Page No. | ||||
| 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 | |||
| 6 | ||||
| Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
23 | ||
| 35 | ||||
| Item 3. |
45 | |||
| Item 4. |
46 | |||
| Item 1. |
46 | |||
| Item 2. |
47 | |||
| Item 3. |
47 | |||
| Item 4. |
47 | |||
| Item 5. |
47 | |||
| Item 6. |
48 | |||
| 53 | ||||
2
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
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
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
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 Equinixs 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 Companys capital expenditure, working capital, debt service and corporate overhead requirements within the Companys 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 Companys 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 Companys 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 Companys discretion indicates that such securities should more appropriately be classified as short-term investments with the intent of meeting the Companys short-term working capital requirements.
6
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 Companys 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