|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related condensed notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q, or this Form 10-Q, and with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2018. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2018. Unless the context otherwise requires, references to “we,” “us,” “our,” the “Company,” “Switch” and similar references refer to Switch, Inc., and, unless otherwise stated, all of its subsidiaries, including Switch, Ltd., and, unless otherwise stated, all of its subsidiaries.
Forward-Looking Statements
This Form 10-Q contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this Form 10-Q include, but are not limited to, statements about:
|
|
•
|
our goals and strategies;
|
|
|
•
|
our expansion plans, including timing for such plans;
|
|
|
•
|
our future business development, financial condition and results of operations, including factors that may influence such future results of operations;
|
|
|
•
|
the expected growth of the data center market;
|
|
|
•
|
our beliefs regarding our design technology and its advantages to our business and financial results;
|
|
|
•
|
our beliefs regarding opportunities that exist in the data center market due to current industry limitations;
|
|
|
•
|
our expectations regarding opportunities to grow penetration of existing customers and attract new customers;
|
|
|
•
|
our beliefs regarding our competitive strengths and the value of our brand;
|
|
|
•
|
our expectations regarding our revenue streams and drivers of future revenue;
|
|
|
•
|
our expectations regarding our future capital expenditures and other future expenses, including anticipated increases;
|
|
|
•
|
our expectations regarding demand for, and market acceptance of, our services;
|
|
|
•
|
our expectations regarding our customer growth rate;
|
|
|
•
|
our beliefs regarding the sufficiency of our cash and access to liquidity, and cash generated from operating activities, to satisfy our working capital and capital expenditures for at least the next 12 months;
|
|
|
•
|
our intentions regarding sources of financing for our operations and capital expenditures;
|
|
|
•
|
the network effects associated with our business;
|
|
|
•
|
our plans to further invest in and grow our business, and our ability to effectively manage our growth and associated investments;
|
|
|
•
|
our ability to timely and effectively scale and adapt our existing technology;
|
|
|
•
|
our ability to successfully enter new markets;
|
|
|
•
|
our expectations to enter into joint ventures, strategic collaborations and other similar arrangements;
|
|
|
•
|
our beliefs regarding our ability to achieve reduced variability of power costs as an unbundled purchaser of energy;
|
|
|
•
|
our beliefs that we have the necessary permits and approvals to operate our business and that our properties are in substantial compliance with applicable laws;
|
|
|
•
|
our ability to maintain, protect and enhance our intellectual property and not infringe upon others’ intellectual property;
|
|
|
•
|
our beliefs regarding the adequacy of our insurance coverage;
|
|
|
•
|
our expectations regarding loss of our emerging growth company status;
|
|
|
•
|
our beliefs regarding the effectiveness of efforts to improve our internal control over financial reporting;
|
|
|
•
|
our plans regarding our repurchase program of common membership interests in Switch, Ltd., or Common Units;
|
|
|
•
|
our expectations regarding future declarations of dividends and cash distributions; and
|
Switch, Inc. | Q3 2019 Form 10-Q | 21
|
|
•
|
our expectations regarding payments under the tax receivable agreement entered into with members of Switch, Ltd., or the Tax Receivable Agreement, contingent upon our taxable income and the applicable tax rate.
|
We qualify all of our forward-looking statements by the cautionary statements below. The forward-looking statements in this Form 10-Q are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. The most important factors that could prevent us from achieving our goals and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by the forward-looking statements include, but are not limited to, the following:
|
|
•
|
our ability to successfully implement our business strategies;
|
|
|
•
|
our ability to effectively manage our growth and expansion plans;
|
|
|
•
|
delays or unexpected costs in development and opening of data center facilities;
|
|
|
•
|
any slowdown in demand for our existing data center resources;
|
|
|
•
|
our ability to attract new customers and achieve sufficient customer demand to realize future expected returns on our investments;
|
|
|
•
|
our ability to license space in our existing data centers;
|
|
|
•
|
the geographic concentration of our data centers in certain markets;
|
|
|
•
|
local economic, credit and market conditions that impact our customers in these markets;
|
|
|
•
|
the impact of delays or disruptions in third-party network connectivity;
|
|
|
•
|
developments in the technology and data center industries in general that negatively impact us, including development of new technologies, adoption of new industry standards, declines in the technology industry or slowdown in the growth of the Internet;
|
|
|
•
|
our ability to adapt to evolving technologies and customer demands in a timely and cost-effective manner;
|
|
|
•
|
financial market fluctuations;
|
|
|
•
|
our ability to obtain necessary capital to fund our capital requirements and our ability to continue to comply with covenants and terms in our credit instruments;
|
|
|
•
|
our ability to generate sufficient cash flow to meet our debt service and working capital requirements;
|
|
|
•
|
our ability to collect revenues on a timely basis;
|
|
|
•
|
fluctuations in interest rates and increased operating costs, including power costs;
|
|
|
•
|
significant disruptions, security breaches, including cyber security breaches, or system failures at any of our data center facilities;
|
|
|
•
|
our ability to effectively compete in the data center market;
|
|
|
•
|
our ability to protect our intellectual property rights and not infringe upon others’ intellectual property rights;
|
|
|
•
|
loss of significant customers or key personnel;
|
|
|
•
|
losses in excess of our insurance coverage, including due to natural disasters and other unforeseen damage;
|
|
|
•
|
impact of the outcome of pending or future litigation;
|
|
|
•
|
the impact of future changes in legislation and regulations, including changes in real estate and zoning laws, the Americans with Disabilities Act of 1990, environmental and other laws that impact our business and industry;
|
|
|
•
|
future increases in real estate taxes;
|
|
|
•
|
early termination of data center leases or inability to renew on commercially acceptable terms;
|
|
|
•
|
our ability to successfully identity and consummate future joint ventures, acquisitions or other strategic transactions;
|
|
|
•
|
our realization of any benefit from the Tax Receivable Agreement, our Common Unit repurchase plan and our organizational structure;
|
|
|
•
|
our ability to sufficiently remediate the material weaknesses identified in our internal control over financial reporting;
|
|
|
•
|
volatility of our stock price, including due to future issuances of our Class A common stock upon redemption or exchange of Common Units; and
|
|
|
•
|
our ability to successfully estimate the impact of certain accounting and tax matters, including the effect on our company of adopting certain accounting pronouncements.
|
Switch, Inc. | Q3 2019 Form 10-Q | 22
The foregoing list of important factors does not include all such factors, nor necessarily present them in order of importance. In addition, you should consult other disclosures made by us (such as in our company press releases or other filings with the Securities and Exchange Commission, or the SEC) for other factors that may cause actual results to differ materially from those projected by us. You should read this Form 10-Q, and the documents that we reference in this Form 10-Q and have filed with the SEC, and our Annual Report on Form 10-K for the year ended December 31, 2018, with the understanding that our actual future results, levels of activity, performance, and events and circumstances may be materially different from what we expect.
Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
Overview
We are a technology infrastructure company powering the sustainable growth of the connected world and the Internet of Everything. Using our technology platform, we provide solutions to help enable that growth. Our advanced data centers are the center of our platform and provide power densities that exceed industry averages with efficient cooling, while being powered by 100% renewable energy. These hyperscale data centers address the growing challenges facing the data center industry. Our critical infrastructure components in our data centers are purpose-built to satisfy customers’ needs, drive efficiency and enable the deployment of highly advanced computing technologies.
We presently own and operate three primary campus locations, called Primes, which encompass 11 colocation facilities with an aggregate of up to 4.4 million gross square feet, or GSF, of space. Our Primes consist of The Core Campus in Las Vegas, Nevada; The Citadel Campus near Reno, Nevada; and The Pyramid Campus in Grand Rapids, Michigan. In addition, we are constructing a fourth Prime, The Keep Campus, in Atlanta, Georgia, with customer occupancy expected to commence in the first half of 2020. In addition to our Primes, we hold a 50% ownership interest in SUPERNAP International, S.A., or SUPERNAP International, which has deployed facilities in Italy and Thailand. Until March 31, 2018, we accounted for this ownership interest under the equity method of accounting.
We currently have more than 950 customers, including some of the world’s largest technology and digital media companies, cloud, IT and software providers, financial institutions and network and telecommunications providers. Our ecosystem connects over 250 cloud, IT and software providers and over 90 network and telecommunications providers. Our business is based on a recurring revenue model comprised of (1) colocation, which includes the licensing and leasing of cabinet space and power; and (2) connectivity services, which include cross-connects, broadband services and external connectivity. We consider these services recurring because our customers are generally billed on a fixed and recurring basis each month for the duration of their contract. We derive more than 95% of our revenue from recurring revenue and we expect to continue to do so for the foreseeable future. For the nine months ended September 30, 2019 and 2018, our largest customer, eBay, Inc. and its affiliates, accounted for 12% and 10% of our revenue, respectively.
Our non-recurring revenue is primarily comprised of installation services related to a customer’s initial deployment. These services are non-recurring because they are typically billed once, upon completion of the installation.
We generated net income of $7.1 million and $4.7 million during the three months ended September 30, 2019 and 2018, respectively. During the three months ended September 30, 2019 and 2018, we generated Adjusted EBITDA of $56.7 million and $50.9 million, respectively, representing an Adjusted EBITDA margin of 48.2% and 49.5%, respectively.
We generated net income of $15.4 million and $18.2 million during the nine months ended September 30, 2019 and 2018, respectively. During the nine months ended September 30, 2019 and 2018, we generated Adjusted EBITDA of $168.9 million and $148.1 million, respectively, representing an Adjusted EBITDA margin of 50.2% and 48.9%, respectively.
Factors that May Influence Future Results of Operations
Market and Economic Conditions. We are affected by general business and economic conditions in the United States and globally. These conditions include short-term and long-term interest rates, inflation, money supply, political issues, legislative and regulatory changes, fluctuations in both debt and equity capital markets and broad trends in industry and finance, all of which are beyond our control. Macroeconomic conditions that affect the economy and the economic outlook of the United States and the rest of the world could adversely affect our customers and vendors, which could adversely affect our results of operations and financial condition.
Switch, Inc. | Q3 2019 Form 10-Q | 23
Growth and Expansion Activities. Our future revenue growth will depend on our ability to maintain our existing revenue base while expanding and increasing utilization at our existing and developing Prime Campus locations. Our existing Prime Campus locations currently encompass 11 colocation facilities with an aggregate of up to 4.4 million GSF of space and up to 455 megawatts, or MW, of power. As of September 30, 2019, the utilization rates at these Prime Campuses, based on currently available cabinets, were approximately 93%, 72%, and 92% at The Core Campus, The Citadel Campus, and The Pyramid Campus, respectively. Additionally, each of our existing Primes has room for further expansion. We may be unable to attract customers to our data centers or retain them for a number of reasons, including if we fail to provide competitive pricing terms, provide space that is deemed to be inferior to that of our competitors or are unable to provide services that our existing and potential customers desire.
Cost of Power. We are a large consumer of power, and the cost of energy accounts for a significant portion of our cost of revenue. We require power supply to provide many services we offer, such as powering and cooling our customers’ IT equipment and operating critical data center plant and equipment infrastructure. Pursuant to our service agreements, we provide our customers with a committed level of power supply availability and we have committed to operating our data centers with 100% clean and renewable energy. Most of our customer agreements provide the ability to increase our cost of service in response to an increase in the cost of energy; however, our gross profit can be adversely affected by increases in our cost of energy if we choose not to pass along the increases to our customers. For instance, the seasonal increase in energy costs during the summer months has not historically resulted in an adjustment to our customer pricing, and therefore has resulted in a decrease in our gross profit in those periods. Nonetheless, as an unbundled purchaser of energy in Nevada, we are able to purchase power in the open market through long-term power contracts, which we believe reduces variability of energy costs. Additionally, our existing customers may not renew their contracts with us or may reduce the services purchased from us, or we may be unable to attract new customers, if we experience increased energy costs or limited availability of power resources, including clean and renewable energy. Our brand or reputation could be adversely affected if we are unable to operate our data centers with 100% clean and renewable energy.
Capital Expenditures. Our growth and expansion initiatives require significant capital. The costs of constructing, developing, operating and maintaining data centers, and growing our operations are substantial. While we strive to match the growth of our facilities to the demand for services, we still must spend significant amounts before we receive any revenue. If we are unable to generate sufficient capital to meet our anticipated capital requirements, our growth could slow and operations could be adversely affected. Our maintenance capital expenditures were $5.4 million and $5.2 million for the nine months ended September 30, 2019 and 2018, respectively.
Growth in Customers. Our results of operations could be significantly affected by the growth or reduction of our customer base. We have over 950 customers, including some of the world’s largest technology and digital media companies, cloud, IT and software providers, financial institutions and network and telecommunications providers. We believe we have significant opportunities to both grow penetration of our existing customers as well as attract new customers. Our ability to attract new customers depends on a number of factors, including our ability to offer high quality services at competitive prices and the capability of our marketing and sales team to attract new customers. Additionally, a significant portion of our revenue is highly dependent on our top 10 customers and the loss of these customers or any significant decrease in their business could adversely affect our results of operations.
Key Metrics and Non-GAAP Financial Measures
We monitor the following unaudited key metrics and financial measures, some of which are not calculated in accordance with accounting principles generally accepted in the United States of America, or GAAP, to help us evaluate our business, identify trends affecting our business, formulate business plans and make strategic decisions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
(dollars in thousands)
|
Recurring revenue
|
$
|
115,308
|
|
|
$
|
100,306
|
|
|
$
|
329,381
|
|
|
$
|
294,875
|
|
Capital expenditures
|
$
|
121,165
|
|
|
$
|
60,371
|
|
|
$
|
221,296
|
|
|
$
|
221,144
|
|
Adjusted EBITDA
|
$
|
56,714
|
|
|
$
|
50,892
|
|
|
$
|
168,870
|
|
|
$
|
148,069
|
|
Adjusted EBITDA margin
|
48.2
|
%
|
|
49.5
|
%
|
|
50.2
|
%
|
|
48.9
|
%
|
Switch, Inc. | Q3 2019 Form 10-Q | 24
Recurring Revenue
We calculate recurring revenue as contractual revenue under signed contracts calculated in accordance with GAAP for the applicable period. Recurring revenue does not include any installation or other one-time revenue, which would be classified as non-recurring revenue. Management uses recurring revenue as a supplemental performance measure because it provides a useful measure of increases or decreases in contractual revenue from our customers and provides a baseline revenue measure on which to plan expenses.
The following table sets forth a reconciliation of recurring revenue to total revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
(in thousands)
|
Recurring revenue
|
$
|
115,308
|
|
|
$
|
100,306
|
|
|
$
|
329,381
|
|
|
$
|
294,875
|
|
Non-recurring revenue
|
2,250
|
|
|
2,462
|
|
|
6,796
|
|
|
7,771
|
|
Revenue
|
$
|
117,558
|
|
|
$
|
102,768
|
|
|
$
|
336,177
|
|
|
$
|
302,646
|
|
Capital Expenditures
We define capital expenditures as cash purchases of property and equipment during a particular period. We believe that capital expenditures is a useful metric because it provides information regarding the growth of our technology infrastructure platform and the potential to expand our services and add new customers.
Adjusted EBITDA and Adjusted EBITDA Margin
We define Adjusted EBITDA as net income adjusted for interest expense, interest income, income taxes, depreciation and amortization of property and equipment and for specific and defined supplemental adjustments to exclude (i) non-cash equity-based compensation expense; (ii) equity in net losses of investments; and (iii) certain other items that we believe are not indicative of our core operating performance. We define Adjusted EBITDA margin as Adjusted EBITDA divided by revenue.
Our Adjusted EBITDA and Adjusted EBITDA margin are not prepared in accordance with GAAP, and should not be considered in isolation of, or as an alternative to measures prepared in accordance with GAAP. We present Adjusted EBITDA and Adjusted EBITDA margin because we believe certain investors use them as measures of a company’s historical operating performance and its ability to service and incur debt and make capital expenditures. We believe that the inclusion of certain adjustments in presenting Adjusted EBITDA and Adjusted EBITDA margin is appropriate to provide additional information to investors because Adjusted EBITDA and Adjusted EBITDA margin exclude certain items that we believe are not indicative of our core operating performance and that are not excluded in the calculation of EBITDA. Adjusted EBITDA is also similar to the measures used under the debt covenants included in our credit facilities, except that the definition used in our credit facilities does not exclude certain cash gains or shareholder-related litigation expense. Accordingly, we believe that Adjusted EBITDA and Adjusted EBITDA margin provide useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects, and allowing for greater transparency with respect to key financial metrics used by our management in its financial and operational decision-making.
Our non-GAAP financial measures have limitations as analytical tools and you should not consider them in isolation or as a substitute for an analysis of our results under GAAP. There are a number of limitations related to the use of these non-GAAP financial measures versus their nearest GAAP equivalents. Non-GAAP financial measures may not provide information directly comparable to measures provided by other companies in our industry, as those other companies may calculate their non-GAAP financial measures differently. In addition, the non-GAAP financial measures exclude certain recurring expenses that have been and will continue to be significant expenses of our business.
Switch, Inc. | Q3 2019 Form 10-Q | 25
The following table sets forth a reconciliation of our net income to Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
(in thousands)
|
Net income
|
$
|
7,098
|
|
|
$
|
4,663
|
|
|
$
|
15,375
|
|
|
$
|
18,152
|
|
Interest expense
|
6,743
|
|
|
7,409
|
|
|
21,212
|
|
|
19,826
|
|
Interest income(1)
|
(94
|
)
|
|
(575
|
)
|
|
(659
|
)
|
|
(2,001
|
)
|
Income tax expense
|
610
|
|
|
1,212
|
|
|
1,249
|
|
|
2,064
|
|
Depreciation and amortization of property and equipment
|
30,236
|
|
|
28,989
|
|
|
88,597
|
|
|
79,310
|
|
Loss on disposal of property and equipment
|
41
|
|
|
182
|
|
|
148
|
|
|
809
|
|
Loss on interest rate swaps
|
3,926
|
|
|
—
|
|
|
17,692
|
|
|
—
|
|
Equity-based compensation
|
7,310
|
|
|
7,628
|
|
|
22,898
|
|
|
28,194
|
|
Shareholder-related litigation expense
|
844
|
|
|
1,384
|
|
|
2,358
|
|
|
1,384
|
|
Equity in net losses of investments
|
—
|
|
|
—
|
|
|
—
|
|
|
331
|
|
Adjusted EBITDA
|
$
|
56,714
|
|
|
$
|
50,892
|
|
|
$
|
168,870
|
|
|
$
|
148,069
|
|
________________________________________
|
|
(1)
|
Interest income is included in the “Other” line of other income (expense) in our consolidated statements of comprehensive income.
|
Components of Results of Operations
Revenue
During the three and nine months ended September 30, 2019 and 2018, we derived more than 95% of our revenue from recurring revenue streams, consisting primarily of (1) colocation, which includes the licensing and leasing of cabinet space and power; and (2) connectivity services, which include cross-connects, broadband services and external connectivity. The remainder of our revenue is from non-recurring revenue, which primarily includes installation services related to a customer’s initial deployment and contract settlements. Based on the current growth stage of our business, we expect increases in revenue to be driven primarily by increases in volume, rather than changes in the prices we charge to our customers.
Revenue from recurring revenue streams is generally billed monthly and recognized ratably over the period to which the service relates. Contracts with our customers generally have terms of three to five years. Non-recurring installation fees, although generally paid in a lump sum upon installation, are deferred and recognized ratably over the expected life of the installation. Revenue from connectivity services is generally recognized on a gross basis, primarily because we generally act as the principal in the transactions, take title to services and bear credit risk. Revenue from contract settlements, which result when a customer wishes to terminate their contract early, is recognized when no remaining performance obligations exist, to the extent that the revenue has not previously been recognized.
Cost of Revenue
Cost of revenue consists primarily of depreciation and amortization expense, expenses associated with the operations of our facilities, including electricity and other utility costs and repairs and maintenance, data center employees’ salaries and benefits, including equity-based compensation, connectivity costs, and rental payments related to our leased buildings and land used in data center operations. A substantial portion of our cost of revenue is fixed in nature and may not vary significantly from period to period, unless we expand our existing data centers or open new data centers. However, there are certain costs that are considered more variable in nature, including utilities and supplies that are directly related to growth in our existing and new customer base. We have seen the cost of our utilities, specifically electricity, decrease as we are an unbundled purchaser of energy in Nevada, and are able to purchase energy from the open market. The largest portion of our utility costs is fixed and a smaller portion is variable with market conditions.
Gross Profit and Gross Margin
Gross profit, or revenue less cost of revenue, and gross margin, or gross profit as a percentage of revenue, has been and will continue to be affected by various factors, including customer growth, the expansion of our existing data centers or opening of new data centers, and the cost of our utilities, specifically electricity. Our gross margin may fluctuate from period to period depending on the interplay of these factors.
Switch, Inc. | Q3 2019 Form 10-Q | 26
Operating Expenses
Selling, General and Administrative Expense
Selling, general and administrative expense consists primarily of salaries and related expenses, including equity-based compensation, accounting, legal and other professional service fees, real estate and personal property taxes, rental payments related to our corporate office lease, marketing and selling expenses, including sponsorships, commissions paid to partners, travel, depreciation and amortization expense, insurance, and other facility and employee related costs. This expense classification may not be comparable to those of other companies. We expect to incur additional selling, general and administrative expenses as we continue to scale our operations to invest in sales and marketing initiatives to further increase our revenue and support our growth. We also expect to continue to incur general and administrative expenses as a result of operating as a public company, including expenses related to compliance with the rules and regulations of the SEC and those of the New York Stock Exchange, additional expenses related to the loss of our emerging growth company status expected to occur on December 31, 2019, additional insurance expenses, investor relations activities and other administrative and professional services. Further, we expect to continue to incur general and administrative expenses in the form of equity-based compensation as a result of the continued vesting of Common Unit awards granted to certain of our executives in 2017 and other equity awards. As a result, we expect that our selling, general and administrative expense will continue to increase in absolute dollars, but may fluctuate as a percentage of our revenue from period to period.
Other Income (Expense)
Interest Expense
Interest expense consists primarily of interest on our credit facilities and amortization of debt issuance costs, net of amounts capitalized.
Equity in Net Losses of Investments
Equity in net losses of investments primarily consists of our share of results of operations from our equity method investments, including foreign currency translation adjustments. We currently hold two investments, SUPERNAP International and Planet3, Inc., or Planet3. Our investments in SUPERNAP International and Planet3 were accounted for under the equity method of accounting through March 31, 2018 and December 31, 2016, respectively, and our share of their results of operations are included within equity in net losses of investments for each applicable period presented. As of March 31, 2018, the carrying value of our investment in SUPERNAP International was reduced to zero as a result of recording our share of its losses. Our losses will continue to include the foreign currency translation adjustments in our investment. As of December 31, 2016, we determined an other than temporary loss in the value of our investment in Planet3 had occurred, and we therefore fully impaired its carrying value. Accordingly, we discontinued the equity method of accounting for our investments in SUPERNAP International and Planet3 as of March 31, 2018 and December 31, 2016, respectively, and will not provide for additional losses until our share of future net income, if any, equals the share of net losses not recognized during the period the equity method was suspended.
Loss on Interest Rate Swaps
Loss on interest rate swaps consists of changes in the fair value of interest rate swaps used to mitigate our exposure to interest rate risk, inclusive of periodic net settlement amounts.
Other
Other income (expense) primarily consists of other items that have impacted our results of operations such as interest income and gains and losses resulting from other transactions.
Income Taxes
As a result of our initial public offering, or IPO, and certain organizational transactions completed in connection with our IPO, we became the sole manager of Switch, Ltd., which is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, Switch, Ltd. is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by Switch, Ltd. is passed through to, and included in the taxable income or loss of, its members, including us, on a pro rata basis. We are subject to U.S. federal income taxes, in addition to state and local income taxes with respect to our allocable share of any taxable income or loss generated by Switch, Ltd.
Switch, Inc. | Q3 2019 Form 10-Q | 27
Noncontrolling Interest
As the sole manager of Switch, Ltd., we operate and control all of the business and affairs of Switch, Ltd. and its subsidiaries. Although we have a minority economic interest in Switch, Ltd., we have the sole voting interest in, and control the management of, Switch, Ltd. Accordingly, we consolidate the financial results of Switch, Ltd. and report a noncontrolling interest on our consolidated statements comprehensive income, representing the portion of net income or loss and comprehensive income or loss attributable to the noncontrolling interest. The weighted average ownership percentages during the period are used to calculate the net income or loss and other comprehensive income or loss attributable to Switch, Inc. and the noncontrolling interest.
Results of Operations
The following table sets forth our results of operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
(in thousands)
|
Consolidated Statements of Income Data:
|
|
|
|
|
|
|
|
Revenue
|
$
|
117,558
|
|
|
$
|
102,768
|
|
|
$
|
336,177
|
|
|
$
|
302,646
|
|
Cost of revenue
|
62,112
|
|
|
59,150
|
|
|
177,301
|
|
|
169,200
|
|
Gross profit
|
55,446
|
|
|
43,618
|
|
|
158,876
|
|
|
133,446
|
|
Selling, general and administrative expense
|
37,314
|
|
|
31,086
|
|
|
104,612
|
|
|
95,676
|
|
Income from operations
|
18,132
|
|
|
12,532
|
|
|
54,264
|
|
|
37,770
|
|
Other income (expense):
|
|
|
|
|
|
|
|
Interest expense, including amortization of debt issuance costs
|
(6,743
|
)
|
|
(7,409
|
)
|
|
(21,212
|
)
|
|
(19,826
|
)
|
Equity in net losses of investments
|
—
|
|
|
—
|
|
|
—
|
|
|
(331
|
)
|
Loss on interest rate swaps
|
(3,926
|
)
|
|
—
|
|
|
(17,692
|
)
|
|
—
|
|
Other
|
245
|
|
|
752
|
|
|
1,264
|
|
|
2,603
|
|
Total other expense
|
(10,424
|
)
|
|
(6,657
|
)
|
|
(37,640
|
)
|
|
(17,554
|
)
|
Income before income taxes
|
7,708
|
|
|
5,875
|
|
|
16,624
|
|
|
20,216
|
|
Income tax expense
|
(610
|
)
|
|
(1,212
|
)
|
|
(1,249
|
)
|
|
(2,064
|
)
|
Net income
|
7,098
|
|
|
4,663
|
|
|
15,375
|
|
|
18,152
|
|
Less: net income attributable to noncontrolling interest
|
5,024
|
|
|
4,657
|
|
|
11,423
|
|
|
16,654
|
|
Net income attributable to Switch, Inc.
|
$
|
2,074
|
|
|
$
|
6
|
|
|
$
|
3,952
|
|
|
$
|
1,498
|
|
Switch, Inc. | Q3 2019 Form 10-Q | 28
The following table sets forth the consolidated statements of income data presented as a percentage of revenue. Amounts may not sum due to rounding.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
Consolidated Statements of Income Data:
|
|
|
|
|
|
|
|
Revenue
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Cost of revenue
|
53
|
|
|
58
|
|
|
53
|
|
|
56
|
|
Gross profit
|
47
|
|
|
42
|
|
|
47
|
|
|
44
|
|
Selling, general and administrative expense
|
32
|
|
|
30
|
|
|
31
|
|
|
32
|
|
Income from operations
|
15
|
|
|
12
|
|
|
16
|
|
|
12
|
|
Other income (expense):
|
|
|
|
|
|
|
|
Interest expense, including amortization of debt issuance costs
|
(6
|
)
|
|
(7
|
)
|
|
(6
|
)
|
|
(7
|
)
|
Equity in net losses of investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Loss on interest rate swaps
|
(3
|
)
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
Other
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Total other expense
|
(9
|
)
|
|
(6
|
)
|
|
(11
|
)
|
|
(6
|
)
|
Income before income taxes
|
7
|
|
|
6
|
|
|
5
|
|
|
7
|
|
Income tax expense
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Net income
|
6
|
|
|
5
|
|
|
5
|
|
|
6
|
|
Less: net income attributable to noncontrolling interest
|
4
|
|
|
5
|
|
|
3
|
|
|
6
|
|
Net income attributable to Switch, Inc.
|
2
|
%
|
|
—
|
%
|
|
1
|
%
|
|
—
|
%
|
Comparison of the Three Months Ended September 30, 2019 and 2018
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Change
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|
(dollars in thousands)
|
Colocation
|
$
|
95,089
|
|
|
$
|
82,445
|
|
|
$
|
12,644
|
|
|
15
|
%
|
Connectivity
|
20,861
|
|
|
18,482
|
|
|
2,379
|
|
|
13
|
%
|
Other
|
1,608
|
|
|
1,841
|
|
|
(233
|
)
|
|
(13
|
)%
|
Revenue
|
$
|
117,558
|
|
|
$
|
102,768
|
|
|
$
|
14,790
|
|
|
14
|
%
|
Revenue increased by $14.8 million, or 14%, for the three months ended September 30, 2019, compared to the three months ended September 30, 2018. The increase was primarily attributable to an increase of $12.6 million in colocation revenue. Of the overall increase, 48% was attributable to new customers initiating service after September 30, 2018, and the remaining 52% was attributable to growth from existing customers. Our revenue churn rate, which we define as the reduction in recurring revenue attributable to customer terminations or non-renewal of expired contracts, divided by revenue at the beginning of the period, was 0.1% and 0.3% during the three months ended September 30, 2019 and 2018, respectively.
Cost of Revenue and Gross Margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Change
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|
(dollars in thousands)
|
Cost of revenue
|
$
|
62,112
|
|
|
$
|
59,150
|
|
|
$
|
2,962
|
|
|
5
|
%
|
Gross margin
|
47.2
|
%
|
|
42.4
|
%
|
|
|
|
|
Cost of revenue increased by $3.0 million, or 5%, for the three months ended September 30, 2019, compared to the three months ended September 30, 2018. The increase was primarily attributable to increases of $2.6 million in
Switch, Inc. | Q3 2019 Form 10-Q | 29
depreciation and amortization expense due to additional property and equipment being placed into service, $1.1 million in salaries and related employee expenses largely due to an increase in headcount, and $1.1 million in connectivity costs associated with increased occupancy. These increases were partially offset by a correction made during the three months ended September 30, 2018 for an immaterial amount of $1.5 million in additional depreciation expense included in cost of revenue that should have been expensed during the periods from June 30, 2017 through June 30, 2018. For further information, see Note 2 “Summary of Significant Accounting Policies—Prior Period Adjustments” within our consolidated financial statements. Gross margin increased by 480 basis points for the three months ended September 30, 2019, compared to the three months ended September 30, 2018.
Selling, General and Administrative Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Change
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|
(dollars in thousands)
|
Selling, general and administrative expense
|
$
|
37,314
|
|
|
$
|
31,086
|
|
|
$
|
6,228
|
|
|
20
|
%
|
Selling, general and administrative expense increased by $6.2 million, or 20%, for the three months ended September 30, 2019, compared to the three months ended September 30, 2018. The increase was primarily attributable to increases of $3.4 million in professional fees for consulting, legal, and accounting services, and $3.2 million in salaries and related employee expenses largely due an increase in headcount.
Other Income (Expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Change
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|
(dollars in thousands)
|
Other income (expense):
|
|
|
|
|
|
|
|
Interest expense
|
$
|
(6,743
|
)
|
|
$
|
(7,409
|
)
|
|
$
|
666
|
|
|
(9
|
)%
|
Loss on interest rate swaps
|
(3,926
|
)
|
|
—
|
|
|
(3,926
|
)
|
|
NM
|
|
Other
|
245
|
|
|
752
|
|
|
(507
|
)
|
|
(67
|
)%
|
Total other expense
|
$
|
(10,424
|
)
|
|
$
|
(6,657
|
)
|
|
$
|
(3,767
|
)
|
|
57
|
%
|
________________________________________
NM - Not meaningful
Interest Expense
Interest expense decreased by $0.7 million, or 9%, for the three months ended September 30, 2019, compared to the three months ended September 30, 2018. The decrease was primarily driven by a correction made during the three months ended September 30, 2018 of $0.7 million in additional interest expense that should have been expensed during the periods from June 30, 2017 through June 30, 2018. For further information, see Note 2 “Summary of Significant Accounting Policies—Prior Period Adjustments” within our consolidated financial statements.
Loss on Interest Rate Swaps
In January and February 2019, we entered into four interest rate swap agreements to mitigate our exposure to interest rate risk. We recorded a loss on interest rate swaps that do not qualify for hedge accounting of $3.9 million from changes in the fair value for the three months ended September 30, 2019.
Other
Other income decreased by $0.5 million, or 67%, for the three months ended September 30, 2019, compared to the three months ended September 30, 2018. The decrease was primarily due to a decrease in interest income earned on our cash equivalents.
Switch, Inc. | Q3 2019 Form 10-Q | 30
Income Tax Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Change
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|
(dollars in thousands)
|
Income tax expense
|
$
|
(610
|
)
|
|
$
|
(1,212
|
)
|
|
$
|
602
|
|
|
(50
|
)%
|
Income tax expense decreased by $0.6 million, or 50%, for the three months ended September 30, 2019, compared to the three months ended September 30, 2018. Income tax expense is driven by our allocable share of Switch, Ltd.’s income and loss before income taxes.
Net Income Attributable to Noncontrolling Interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Change
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|
(dollars in thousands)
|
Net income attributable to noncontrolling interest
|
$
|
5,024
|
|
|
$
|
4,657
|
|
|
$
|
367
|
|
|
8
|
%
|
Net income attributable to noncontrolling interest increased by $0.4 million, or 8%, for the three months ended September 30, 2019, compared to the three months ended September 30, 2018, primarily due to an increase in net income.
Comparison of the Nine Months Ended September 30, 2019 and 2018
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
Change
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|
(dollars in thousands)
|
Colocation
|
$
|
271,977
|
|
|
$
|
241,314
|
|
|
$
|
30,663
|
|
|
13
|
%
|
Connectivity
|
59,212
|
|
|
55,566
|
|
|
3,646
|
|
|
7
|
%
|
Other
|
4,988
|
|
|
5,766
|
|
|
(778
|
)
|
|
(13
|
)%
|
Revenue
|
$
|
336,177
|
|
|
$
|
302,646
|
|
|
$
|
33,531
|
|
|
11
|
%
|
Revenue increased by $33.5 million, or 11%, for the nine months ended September 30, 2019, compared to the nine months ended September 30, 2018. The increase was primarily attributable to an increase of $30.7 million in colocation revenue. Of the overall increase, 62% was attributable to new customers initiating service after September 30, 2018, and the remaining 38% was attributable to growth from existing customers. Our revenue churn rate was 0.5% and 0.4% during the nine months ended September 30, 2019 and 2018, respectively.
Cost of Revenue and Gross Margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
Change
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|
(dollars in thousands)
|
Cost of revenue
|
$
|
177,301
|
|
|
$
|
169,200
|
|
|
$
|
8,101
|
|
|
5
|
%
|
Gross margin
|
47.3
|
%
|
|
44.1
|
%
|
|
|
|
|
Cost of revenue increased by $8.1 million, or 5%, for the nine months ended September 30, 2019, compared to the nine months ended September 30, 2018. The increase was primarily attributable to an increase of $9.6 million in depreciation and amortization expense due to additional property and equipment being placed into service, partially offset by a decrease of $0.9 million in facilities costs. In addition, we corrected an immaterial amount during the nine months ended September 30, 2018 of $0.8 million in additional depreciation expense included in cost of revenue that should have been expensed during the periods from June 30, 2017 through December 31, 2017. For further
Switch, Inc. | Q3 2019 Form 10-Q | 31
information, see Note 2 “Summary of Significant Accounting Policies—Prior Period Adjustments” within our consolidated financial statements. Gross margin increased by 320 basis points for the nine months ended September 30, 2019, compared to the nine months ended September 30, 2018.
Selling, General and Administrative Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
Change
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|
(dollars in thousands)
|
Selling, general and administrative expense
|
$
|
104,612
|
|
|
$
|
95,676
|
|
|
$
|
8,936
|
|
|
9
|
%
|
Selling, general and administrative expense increased by $8.9 million, or 9%, for the nine months ended September 30, 2019, compared to the nine months ended September 30, 2018. The increase was primarily attributable to increases of $5.9 million in professional fees for consulting, legal, and accounting services, $1.0 million in salaries and related employee expenses, largely due to an increase in headcount, $0.8 million in real estate and personal property taxes, and $0.6 million in insurance costs.
Other Income (Expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
Change
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|
(dollars in thousands)
|
Other income (expense):
|
|
|
|
|
|
|
|
Interest expense
|
$
|
(21,212
|
)
|
|
$
|
(19,826
|
)
|
|
$
|
(1,386
|
)
|
|
7
|
%
|
Equity in net losses of investments
|
—
|
|
|
(331
|
)
|
|
331
|
|
|
(100
|
)%
|
Loss on interest rate swaps
|
(17,692
|
)
|
|
—
|
|
|
(17,692
|
)
|
|
NM
|
|
Other
|
1,264
|
|
|
2,603
|
|
|
(1,339
|
)
|
|
(51
|
)%
|
Total other expense
|
$
|
(37,640
|
)
|
|
$
|
(17,554
|
)
|
|
$
|
(20,086
|
)
|
|
114
|
%
|
________________________________________
NM - Not meaningful
Interest Expense
Interest expense increased by $1.4 million, or 7%, for the nine months ended September 30, 2019, compared to the nine months ended September 30, 2018. The increase was driven by an increase in our weighted average interest rate from 4.12% for the nine months ended September 30, 2018 to 4.61% for the nine months ended September 30, 2019, related to our LIBOR-based borrowings. In addition, during the nine months ended September 30, 2018, we corrected an immaterial amount of $0.4 million in additional interest expense that should have been expensed during the periods from June 30, 2017 through December 31, 2017. For further information, see Note 2 “Summary of Significant Accounting Policies—Prior Period Adjustments” within our consolidated financial statements.
Equity in Net Losses of Investments
Equity in net losses of investments of $0.3 million related to the financial performance of our equity method investment in SUPERNAP International for the nine months ended September 30, 2018. As the carrying value of our investment in SUPERNAP International was reduced to zero as a result of recording our share of its losses as of March 31, 2018, we discontinued the equity method of accounting and will not provide for additional losses until our share of future net income, if any, equals the share of net losses not recognized during the period the equity method was suspended.
Loss on Interest Rate Swaps
In January and February 2019, we entered into four interest rate swap agreements to mitigate our exposure to interest rate risk. We recorded a loss on interest rate swaps that do not qualify for hedge accounting of $17.7 million from changes in the fair value for the nine months ended September 30, 2019.
Switch, Inc. | Q3 2019 Form 10-Q | 32
Other
Other income decreased by $1.3 million, or 51%, for the nine months ended September 30, 2019, compared to the nine months ended September 30, 2018. The decrease was primarily due to a decrease in interest income earned on our cash equivalents.
Income Tax Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
Change
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|
(dollars in thousands)
|
Income tax expense
|
$
|
(1,249
|
)
|
|
$
|
(2,064
|
)
|
|
$
|
815
|
|
|
(39
|
)%
|
Income tax expense decreased by $0.8 million, or 39%, for the nine months ended September 30, 2019, compared to the nine months ended September 30, 2018. Income tax expense is driven by our allocable share of Switch, Ltd.’s income and loss before income taxes.
Net Income Attributable to Noncontrolling Interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
Change
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|
(dollars in thousands)
|
Net income attributable to noncontrolling interest
|
$
|
11,423
|
|
|
$
|
16,654
|
|
|
$
|
(5,231
|
)
|
|
(31
|
)%
|
Net income attributable to noncontrolling interest decreased by $5.2 million, or 31%, for the nine months ended September 30, 2019, compared to the nine months ended September 30, 2018, primarily due to a decrease in net income.
Liquidity and Capital Resources
Switch, Inc. is a holding company and has no material assets other than its ownership of Common Units. As such, we have no independent means of generating revenue or cash flow, and our ability to pay our taxes and operating expenses or declare and pay dividends in the future, if any, will be dependent upon the financial results and cash flows of Switch, Ltd. and its subsidiaries and any distributions we receive from Switch, Ltd. The terms of the amended and restated credit agreement limit the ability of Switch, Ltd., among other things, to incur additional debt, incur additional liens, encumbrances or contingent liabilities, and pay distributions or make certain other restricted payments.
As of September 30, 2019, we had $52.5 million of cash and cash equivalents. As of September 30, 2019, our total indebtedness was $672.1 million consisting of (i) $582.7 million principal from our term loan facility (net of debt issuance costs), (ii) $70.0 million from our revolving credit facility, and (iii) $19.4 million from our capital lease obligations. As of September 30, 2019, we had access to $430.0 million in additional liquidity from our revolving credit facility. For the year ending December 31, 2019, we expect to incur $245 million to $265 million in capital expenditures (excluding acquisitions of land); however, the exact amount will depend on a number of factors. We believe we have sufficient cash and access to liquidity, coupled with anticipated cash generated from operating activities, to satisfy our anticipated cash needs for working capital and capital expenditures for at least the next 12 months, including repayment of the current portion of our debt as it becomes due and completion of our development projects.
In addition, we are obligated to make payments under the Tax Receivable Agreement. Although the actual timing and amount of any payments we make under the Tax Receivable Agreement will vary, we expect those payments will be significant. Any payments we make under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to us or to Switch, Ltd. and, to the extent we are unable to make payments under the Tax Receivable Agreement for any reason, the unpaid amounts generally will be deferred and will accrue interest until paid by us.
In August 2018, our board of directors authorized a program by which Switch, Ltd. may repurchase up to $150.0 million of its outstanding Common Units for cash and Switch, Inc. will cancel a corresponding amount of Class B common shares. In November 2019, our board of directors increased the repurchase authority by $5.0 million, with any unused amount from this increase expiring on December 31, 2019. The program was effective immediately
Switch, Inc. | Q3 2019 Form 10-Q | 33
upon authorization, but may be suspended or discontinued at any time without notice. Repurchases under the Common Unit repurchase program will be funded from our existing cash and cash equivalents. As of September 30, 2019, we had $64.7 million remaining in repurchase authority, of which $49.2 million was used to repurchase Common Units in October 2019.
Cash Flows
The following table summarizes our cash flows:
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
2019
|
|
2018
|
|
(in thousands)
|
Net cash provided by operating activities
|
$
|
173,196
|
|
|
$
|
140,915
|
|
Net cash used in investing activities
|
(222,358
|
)
|
|
(223,143
|
)
|
Net cash provided by (used in) financing activities
|
20,080
|
|
|
(77,927
|
)
|
Net decrease in cash and cash equivalents
|
$
|
(29,082
|
)
|
|
$
|
(160,155
|
)
|
Cash Flows from Operating Activities
Cash from operating activities is primarily generated from operating income from our colocation and connectivity services.
Net cash provided by operating activities for the nine months ended September 30, 2019 was $173.2 million, compared to $140.9 million for the nine months ended September 30, 2018. The increase of $32.3 million was primarily due to increased operations in our expanded data center facilities and changes in our working capital accounts.
Cash Flows from Investing Activities
During the nine months ended September 30, 2019, net cash used in investing activities was $222.4 million, primarily consisting of capital expenditures of $221.3 million related to the expansion of our data center facilities.
During the nine months ended September 30, 2018, net cash used in investing activities was $223.1 million, primarily consisting of capital expenditures of $221.1 million related to the expansion of our data center facilities, and purchases of portfolio energy credits of $2.0 million.
Cash Flows from Financing Activities
During the nine months ended September 30, 2019, net cash provided by financing activities was $20.1 million, primarily consisting of $70.0 million in proceeds from borrowings on our revolving credit facility, partially offset by $24.7 million for the repurchase of Common Units, distributions paid to noncontrolling interest of $15.0 million, dividends paid of $6.4 million, and repayments of borrowings outstanding under our term loan of $4.5 million.
During the nine months ended September 30, 2018, net cash used in financing activities was $77.9 million, primarily consisting of $60.6 million for the repurchase of Common Units, distributions paid to noncontrolling interest of $8.9 million, repayments of borrowings outstanding under our term loan of $4.5 million, dividends paid of $2.0 million, and payments of tax withholdings upon settlement of restricted stock unit awards of $1.2 million.
Outstanding Indebtedness
On June 27, 2017, we entered into an amended and restated credit agreement with Wells Fargo Bank, National Association, as administrative agent, and certain other lenders, consisting of a $600.0 million term loan facility, maturing on June 27, 2024, and a $500.0 million revolving credit facility, maturing on June 27, 2022, which replaced our prior credit facility. We refer to the term loan facility and the revolving credit facility as the credit facilities. We are required to repay the aggregate outstanding principal amount of the initial term loan in consecutive quarterly installments of $1.5 million, beginning on September 30, 2017, until the final payment of $559.5 million is made on the maturity date.
The amended and restated credit agreement permits the issuance of letters of credit upon our request of up to $30.0 million. As of September 30, 2019, we had $70.0 million outstanding under the revolving credit facility accruing interest at an underlying variable rate of 3.54% and $430.0 million of availability. As of September 30, 2019, we had $582.7 million outstanding under the term loan (net of deferred debt issuance costs) with $400.0 million effectively fixed at 4.73% pursuant to interest rate swap agreements entered into in January and February 2019 and the remaining borrowings outstanding accruing interest at an underlying variable rate of 4.29%. Upon satisfying certain conditions, the amended and restated credit agreement provides that we can increase the amount
Switch, Inc. | Q3 2019 Form 10-Q | 34
available for borrowing under the credit facilities no more than five times (up to an additional $75.0 million in total, plus an additional amount subject to certain leverage restrictions) during the term of the amended and restated credit agreement.
The credit facilities are secured by a first priority security interest in substantially all of Switch, Ltd.’s tangible and intangible personal property and guaranteed by certain of its wholly-owned subsidiaries. Interest on the credit facilities is calculated based on the base rate plus the applicable margin or a LIBOR rate plus the applicable margin (each as defined in the amended and restated credit agreement), at our election. Interest calculations are based on 365/366 days for a base rate loan and 360 days for a LIBOR loan. Base rate interest payments are due and payable in arrears on the last day of each calendar quarter. LIBOR rate interest payments are due and payable on the last day of each selected interest period (not to extend beyond three-month intervals). In addition, under the revolving credit facility we incur a fee on unused lender commitments based on the applicable margin and payment is due and payable in arrears on the last day of each calendar quarter.
The credit agreement contains affirmative and negative covenants customary for such financings, including, but not limited to, limitations, subject to specified exceptions and baskets, on incurring additional debt, incurring additional liens, encumbrances or contingent liabilities, making investments in other persons or property, selling or disposing of our assets, merging with or acquiring other companies, liquidating or dissolving ourselves or any of the subsidiary guarantors, engaging in any business that is not otherwise a related line of business, engage in certain transactions with affiliates, paying dividends or making certain other restricted payments, and making loans, advances or guarantees. The terms of the credit agreement also require compliance with the consolidated total leverage ratio (as defined in the amended and restated credit agreement) starting with the fiscal quarter ended June 30, 2017. As of September 30, 2019, the maximum consolidated total leverage ratio was 4.75 to 1.00. The maximum consolidated total leverage ratio decreases over time to, and remains at, 4.00 to 1.00 for the quarters ending September 30, 2020 and thereafter through maturity. We were in compliance with this and our other covenants under the credit agreement as of September 30, 2019.
Events of default under the credit facilities, subject to specified thresholds, include but are not limited to: nonpayment of principal, interest, fees or any other payment obligations thereunder; failure to perform or observe covenants, conditions or agreements; material violation of any representation, warranty or certification; cross-defaults to certain material indebtedness; bankruptcy or insolvency of Switch Ltd.’s subsidiary guarantors; certain monetary judgments against the subsidiary guarantors; and any change of control occurrence.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements for any of the periods presented.
Contractual Obligations
In January and February 2019, we entered into four interest rate swap agreements; whereby, we pay a weighted average fixed interest rate (excluding the applicable interest margin) of 2.48% on notional amounts corresponding to borrowings of $400.0 million in exchange for receipts on the same notional amount at a variable interest rate based on the applicable LIBOR at the time of payment. The interest rate swap agreements mature in June 2024.
In June 2019, we received county approval of an operating lease with an entity in which a member of our Board of Directors has a beneficial ownership interest for the lease of land. The operating lease requires annual payments of $2.5 million over a non-cancellable term of 50 years, commencing July 1, 2019, for a total obligation of $126.9 million.
In June 2019, we entered into a power purchase and sale agreement to purchase a commitment of 20 megawatts per energy hour for a term of 12 months, or a purchase commitment of $6.3 million during the term, which started July 1, 2019. Scheduling services for the purchased power from the agreement result in an additional purchase commitment of $0.3 million, for a total purchase commitment of $6.6 million related to this agreement. The remaining total purchase commitment was $4.9 million as of September 30, 2019. Future power purchase commitments for the remainder of 2019 and 2020 are $1.6 million and $3.3 million, respectively, with no additional commitments upon termination of the agreement thereafter.
In July and October 2019, we entered into three power purchase and sale agreements for electricity and two battery energy storage system agreements to purchase 16.7 million megawatt-hours over a term of 25 years and battery capacity of 110 megawatts at a monthly price per kilowatt-month of installed capacity for a term of 20 years. These agreements result in an aggregate purchase commitment of $848.0 million during the respective terms starting on the earlier of October 1, 2022 or upon delivery of the battery energy storage systems.
Switch, Inc. | Q3 2019 Form 10-Q | 35
In October 2019, we entered into a power purchase and sale agreement for electricity to purchase a firm commitment of 10 megawatts per energy hour for a term of five months and 50 megawatts per energy hour for a term of one month, or a purchase commitment of $2.4 million, inclusive of scheduling services, for a total term of six months starting on January 1, 2020.
In October 2019, we borrowed $50.0 million under our revolving credit facility.
Outside of the aforementioned, and any routine transactions made in the ordinary course of business, there have been no material changes to the contractual obligations as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2018.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with GAAP. The preparation of these consolidated financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these judgments and estimates under different assumptions or conditions and any such differences may be material. On an ongoing basis, we evaluate the continued appropriateness of our accounting policies and resulting estimates to make adjustments we consider appropriate under the facts and circumstances. There have been no significant changes to our critical accounting policies as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2018.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are exposed to financial market risks, primarily in interest rates related to our debt obligations.
Interest Rate Risk
Our primary exposure to market risk is interest rate risk associated with our long-term debt. We evaluate our exposure to market risk by monitoring interest rates in the marketplace. As of September 30, 2019, borrowings under our amended and restated credit agreement bear interest at a margin above LIBOR or base rate (each as defined in the amended and restated credit agreement) as selected by us. In January and February 2019, we entered into four interest rate swap agreements; whereby, we will pay a weighted average fixed interest rate (excluding the applicable interest margin) of 2.48% on notional amounts corresponding to borrowings of $400.0 million in exchange for receipts on the same notional amount at a variable interest rate based on the applicable LIBOR at the time of payment. The interest rate swap agreements mature in June 2024. As of September 30, 2019, we had $256.5 million outstanding under our credit facilities with an underlying variable interest rate of 4.21%. As of September 30, 2019, a hypothetical increase or decrease of 100 basis points in LIBOR would cause our annual interest cost to change by $2.6 million.
As of September 30, 2019, we had cash and cash equivalents of $52.5 million with cash equivalents of $23.2 million held in money market funds. A hypothetical increase or decrease of 100 basis points in the interest rate on our cash equivalents held in money market funds as of September 30, 2019 would cause our annual interest income to change by $0.2 million.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated, as of September 30, 2019, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as amended, or the Exchange Act). Based on their evaluation, as of September 30, 2019, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective because of the material weaknesses in our internal control over financial reporting described below.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that
Switch, Inc. | Q3 2019 Form 10-Q | 36
there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Material Weaknesses
As of December 31, 2018, we had two material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
The first material weakness was identified in connection with the audit of our 2016 consolidated financial statements. This material weakness was due to a failure of the information and communication component of internal control to provide complete and accurate output because of deficiencies in the communication process. Contracts executed by various departments were not communicated, on a timely basis, to the accounting department, resulting in recording of out-of-period adjustments that impacted the recognition and disclosure of amounts in the consolidated financial statements during the year ended December 31, 2016. We concluded this material weakness continued to exist as of September 30, 2019.
The second material weakness, which was identified in connection with the audit of our 2017 consolidated financial statements, related to an insufficient complement of resources with an appropriate level of accounting expertise, knowledge, and training commensurate with the complexity of our financial reporting matters. This material weakness led to pervasive immaterial adjustments to our annual and interim consolidated financial statements, inadequate review over account reconciliations and the inability to maintain segregation of duties over journal entries resulting in the lack of an effective control environment. We concluded this material weakness continued to exist as of September 30, 2019.
Additionally, these material weaknesses could result in a misstatement of substantially all account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.
Remediation Efforts
We have implemented and continue to implement measures designed to improve our internal control over financial reporting to remediate these material weaknesses, including hiring additional personnel with appropriate education, experience and certifications for key positions in the financial reporting and accounting function, implementing policies and procedures to improve our ability to communicate and share information in a timely manner, as well as designing and implementing improved processes and internal controls. In addition, we are formalizing our internal control documentation and strengthening supervisory reviews by our management.
While we believe that these efforts will improve our internal control over financial reporting, the implementation of these measures is ongoing and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles. Due to this ongoing testing, we cannot provide assurance that the measures we have taken to date, and are continuing to implement, will be sufficient to remediate the material weaknesses we have identified or avoid potential future material weaknesses. If the steps we take do not correct the material weaknesses in a timely manner, we will be unable to conclude that we maintain effective internal control over financial reporting. Accordingly, there could continue to be a reasonable possibility that a material misstatement of our financial statements would not be prevented or detected on a timely basis.
Changes in Internal Control over Financial Reporting
Other than as described above, there was no change in our internal control over financial reporting during the quarter ended September 30, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Switch, Inc. | Q3 2019 Form 10-Q | 37