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Equinix Inc (Eqix) 10-Q

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Equinix Inc (Eqix) 10-Q EQUINIX INC (EQIX) 10-Q Quarterly report pursuant to sections 13 or 15(d) Filed on 04/27/2012 Filed Period 03/31/2012 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, December 31, 2012 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.
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