UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): October 16, 2012
EQUINIX, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 000-31293 | 77-0487526 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
One Lagoon Drive, 4th Floor
Redwood City, California 94065
(650) 598-6000
(Addresses of principal executive offices)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. Regulation FD Disclosure
On October 16, 2012, Equinix, Inc. (Equinix) posted certain historical financial results for 16 data centers held for sale as of September 30, 2012 (the 16 Data Centers) to its Investor Relations page at www.equinix.com (the Results).
The 16 Data Centers were originally acquired on April 30, 2010. The 16 Data Centers are classified as held-for-sale as of September 30, 2012 and will be reflected as discontinued operations in Equinixs statements of operations for the historical periods noted in the Results and, prospectively, until the sale is closed.
A copy of the Results is attached hereto as Exhibit 99.1. The attached exhibit is provided under this Item 7.01 of Form 8-K and is furnished to, but not filed with, the Securities and Exchange Commission.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
99.1 | Historical Financial Results for 16 Data Centers Held for Sale as of September 30, 2012. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
EQUINIX, INC. | ||||||
DATE: October 16, 2012 | By: | /s/ KEITH D. TAYLOR | ||||
Keith D. Taylor | ||||||
Chief Financial Officer |
EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Historical Financial Results for 16 Data Centers Held for Sale as of September 30, 2012. |
Exhibit 99.1
Worldwide Corporate Headquarters | ||
One Lagoon Drive | ||
4th Floor | ||
Redwood City, CA 94065 | ||
www.equinix.com | ||
+1 650 598 6000 MAIN | ||
+1 650 598 6900 FAX |
As announced on September 4, 2012, Equinix plans to sell 16 International Business Exchange data centers (the 16 Data Centers) located throughout the United States to an investment group consisting of 365 Main, Crosslink Capital and Housatonic Partners in a transaction valued at approximately $75 million. After the close of the transaction, 365 Main will own and manage the 16 Data Centers, led by industry veterans Chris Dolan, CEO, and Jamie McGrath, COO. With the announcement of this transaction, the financial results derived from these 16 Data Centers will be excluded from Equinixs continuing operations for the quarter and will be reflected as discontinued operations. As a result, Equinix will retroactively adjust its financial results for all applicable prior periods beginning April 30, 2010, the date the company acquired these assets, to reflect them as discontinued operations as required under accounting principles generally accepted in the United States of America.
The transaction is expected to close in Q4 2012, subject to customary closing conditions. However, there can be no assurances that the transaction will close in Q4 2012, or at all.
EQUINIX, INC.
SELECTED FINANCIAL DATA OF THE 16 DATA CENTERS HELD FOR SALE
(in thousands)
(unaudited)
The following table presents certain historical financial results for the 16 data centers held for sale as of September 30, 2012 (the 16 Data Centers). The 16 Data Centers were originally acquired on April 30, 2010. The 16 Data Centers are classified as held-for-sale as of September 30, 2012 and will be reflected as discontinued operations in Equinixs statements of operations for the historical periods noted below and, prospectively, until the sale is closed. Equinix will provide details for the quarter ended September 30, 2012 on the October 30th, 2012 earnings call.
Three Months Ended | ||||||||||||||||||||||||||||||||||||
June 30, 2012 |
March 31, 2012 |
December 31, 2011 |
September 30, 2011 |
June 30, 2011 |
March 31, 2011 |
December 31, 2010 |
September 30, 2010 |
June 30, 2010 (2) |
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Recurring revenues |
$ | 8,790 | $ | 8,731 | $ | 8,969 | $ | 9,137 | $ | 9,140 | $ | 8,862 | $ | 8,905 | $ | 8,759 | $ | 5,968 | ||||||||||||||||||
Non-recurring revenues |
225 | 224 | 227 | 256 | 249 | 218 | 185 | 194 | 109 | |||||||||||||||||||||||||||
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Revenues |
9,015 | 8,955 | 9,196 | 9,393 | 9,389 | 9,080 | 9,090 | 8,953 | 6,077 | |||||||||||||||||||||||||||
Cost of revenues |
7,903 | 7,981 | 8,069 | 8,429 | 9,325 | 7,967 | 8,642 | 8,331 | 5,538 | |||||||||||||||||||||||||||
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Gross profit |
1,112 | 974 | 1,127 | 964 | 64 | 1,113 | 448 | 622 | 539 | |||||||||||||||||||||||||||
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Gross margin |
12 | % | 11 | % | 12 | % | 10 | % | 1 | % | 12 | % | 5 | % | 7 | % | 9 | % | ||||||||||||||||||
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Cash cost of revenues (1) |
4,223 | 4,225 | 4,309 | 4,593 | 5,467 | 4,131 | 4,522 | 4,578 | 3,206 | |||||||||||||||||||||||||||
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Cash gross profit |
$ | 4,792 | $ | 4,730 | $ | 4,887 | $ | 4,800 | $ | 3,922 | $ | 4,949 | $ | 4,568 | $ | 4,375 | $ | 2,871 | ||||||||||||||||||
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Cash gross margin |
53 | % | 53 | % | 53 | % | 51 | % | 42 | % | 55 | % | 50 | % | 49 | % | 47 | % | ||||||||||||||||||
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(1) | We define cash cost of revenues as cost of revenues less depreciation, amortization, accretion and stock-based compensation as presented below: |
Cost of revenues |
$ | 7,903 | $ | 7,981 | $ | 8,069 | $ | 8,429 | $ | 9,325 | $ | 7,967 | $ | 8,642 | $ | 8,331 | $ | 5,538 | ||||||||||||||||||
Depreciation, amortization and accretion expense |
(3,575 | ) | (3,678 | ) | (3,663 | ) | (3,731 | ) | (3,755 | ) | (3,746 | ) | (3,954 | ) | (3,704 | ) | (2,301 | ) | ||||||||||||||||||
Stock-based compensation expense |
(105 | ) | (78 | ) | (97 | ) | (105 | ) | (103 | ) | (90 | ) | (166 | ) | (49 | ) | (31 | ) | ||||||||||||||||||
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Cash cost of revenues |
$ | 4,223 | $ | 4,225 | $ | 4,309 | $ | 4,593 | $ | 5,467 | $ | 4,131 | $ | 4,522 | $ | 4,578 | $ | 3,206 | ||||||||||||||||||
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(2) | The 16 Data Centers were acquired on April 30, 2010. As a result, financial results for the three months ended June 30, 2010 include only two months of activity. |