8-K

UNITED STATESSECURITIES 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): July 29, 2008
______________

Switch & Data Facilities Company, Inc.
(Exact Name of Registrant as Specified in its Charter)
______________

Delaware	001-33302	59-3641081
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1715 North Westshore Boulevard, Suite 650,

Tampa, FL 33607

(813) 207-7700

(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 2.02 Results of Operations and Financial Condition; and Item 7.01 Regulation FD Disclosure.

On July 29, 2008, Switch & Data Facilities Company, Inc. issued a press release announcing its results of operations for the quarter ended June 30, 2008, as well as certain other information. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information furnished herewith pursuant to Items 2.02 and 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. The information in this Current Report shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is furnished herewith:

Exhibit No.	Description
99.1	Press Release dated July 29, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Switch & Data Facilities Company, Inc.
DATE:	July 29, 2008	By:	/s/ George Pollock, Jr.
			George Pollock, Jr.
			Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated July 29, 2008.

EX-99.1

Exhibit 99.1

Switch and Data Reports Second Quarter 2008 Financial and Operating Results

• Revenue and EBITDA Increased 26% and 45% Over Second Quarter 2007

• EBITDA Margin Increased from 29% to 34% in Second Quarter 2008

• Increases 2008 Revenue and EBITDA Guidance to $170 million and $55 million

TAMPA, Fla.--(BUSINESS WIRE)--July 29, 2008--Switch & Data (NASDAQ:SDXC), a leading provider of network neutral data centers and Internet exchange services, today reported strong financial results for the quarter ended June 30, 2008.

“Several factors contributed to our outstanding results in the second quarter; consistent growth from our customer base, larger wins for new business, and new product coming online to meet customer demand.” stated Keith Olsen, Switch and Data President and CEO. “Our second quarter results speak to the successful execution and acceleration of our plan.”

Total revenues for the three months ended June 30, 2008 increased 26% to $41.9 million from $33.2 million in the comparable period in 2007. Recurring revenues, which consist of colocation and interconnection services, were $39.5 million in the second quarter of 2008, an increase of 26% over the comparable period in 2007. Non-recurring revenues, representing one time installation fees and services, were $2.4 million compared to $1.8 million in the prior year.

EBITDA, defined as operating income before depreciation, amortization, stock-based compensation, lease litigation costs, deferred rent, and certain other costs, increased 45% to $14.2 million in the second quarter of 2008 as compared to $9.8 million in the comparable period in 2007. The EBITDA margin increased to 34% in the second quarter, from 29% in the comparable period in 2007. (EBITDA is a non-GAAP measure. A reconciliation between GAAP information and non-GAAP information contained in this press release can be found in the table immediately following the Consolidated Statements of Cash Flow, as well as on the Company’s website in the Investor Relations section).

Expenses

Cost of revenues, excluding depreciation and amortization, for the three months ended June 30, 2008 was $21.6 million as compared to $17.4 million for comparable period in 2007. The increase is primarily due to rent, utility, and personnel expense increases commensurate with facility expansion and customer growth. As a percentage of revenues, cost of revenues remained at 52%.

Sales and marketing costs for the three months ended June 30, 2008 were $4.9 million as compared to $4.0 million for the comparable period in 2007. General and administrative expenses were $4.3 million for the three months ended June 30, 2008 as compared to $3.8 million for the comparable period in 2007. The increases are primarily from an increase in personnel related costs including wages, commissions, and non-cash stock-based compensation, as well as an increase in professional fees.

Total non-cash stock-based compensation expense was $1.7 million in the second quarter of 2008.

Net income for the three months ended June 30, 2008 was $1.1 million, or $0.03 per share.

Balance Sheet and Cash Flow

The Company had cash and cash equivalents of $91.2 million on June 30, 2008. Bank debt outstanding on June 30, 2008 was $120.0 million.

Capital expenditures are $54.0 million for the six months ended June 30, 2008.

Business Outlook

Switch and Data is increasing its financial guidance for 2008. The Company expects:

• Total revenues of $170 million
• EBITDA of $55 million
• Capital expenditures of $165 million.

Switch and Data’s practice is to provide revenue and EBITDA guidance. The Company does not provide forward-looking guidance for certain financial data, such as depreciation, amortization, net income (loss) from operations, cash generated from operating activities and cash used in investing activities and, as a result, is not able to provide a reconciliation of GAAP to non-GAAP financial measures for this forward-looking data. The Company intends to calculate the various non-GAAP financial measures in future periods consistent with the calculation method utilized for the quarter ended June 30, 2008 as presented within this press release.

Conference Call Info

The Company will host a conference call to discuss second quarter 2008 results on Tuesday, July 29, 2008 at 4:30 p.m. ET. To listen to the conference call live, please dial 888-680-0892 or 617-213-4858 (international callers) and reference Passcode 64037880. The conference call will be webcast and can be accessed from the Company’s website at www.switchanddata.com under the Investor Relations section. A replay of the conference call will be available for one week beginning at 6:30 p.m. ET on Tuesday, July 29, 2008 until 11:59 p.m. on August 5, 2008. The replay can be accessed by calling 888-286-8010 or 617-801-6888 (international) and referencing Passcode 15123121. In addition, the webcast will be archived on the Company’s website at www.switchanddata.com.

About the Company

Switch and Data is a premier provider of network-neutral data centers that house, power, and interconnect the Internet. Leading content companies, enterprises, and communications service providers rely on Switch and Data to connect to customers and exchange Internet traffic. Switch and Data has built a reputation for world-class service, delivered across the broadest colocation footprint and richest network of interconnections in North America. Switch and Data operates 34 sites in the U.S. and Canada, provides one of the highest customer satisfaction scores for technical and engineering support in the industry, and is home to PAIX^® – the world’s first commercial Internet exchange. For more information, please visit www.switchanddata.com.

Forward-Looking Statements

Certain statements herein are “forward-looking statements.” Such forward-looking statements are not historical facts but instead reflect Switch and Data’s current expectations or beliefs concerning future events and results of operations, many of which, by their nature, are inherently uncertain and outside of Switch and Data’s control. It is possible that actual results may differ, possibly materially, from those anticipated in these forward-looking statements. In particular, the information set forth under the caption “Business Outlook” are forward-looking statements. Words such as expects, believes, estimates, anticipates and similar language indicate forward-looking statements. Further information concerning Switch and Data and its business, including factors that potentially could materially affect Switch and Data's financial results and conditions, as well as its other achievements, are contained in Switch and Data's filings with the Securities and Exchange Commission. Switch and Data does not undertake to publicly update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
	For the three months						For the six months
	ended June 30,						ended June 30,
	2007			2008			2007			2008
Revenues	$	33,212		$	41,895		$	64,602		$	81,671
Costs and operating expenses
Cost of revenues, exclusive of depreciation and amortization		17,367			21,641			33,798			42,000
Sales and marketing		4,044			4,871			7,861			10,064
General and administrative		3,798			4,332			7,682			8,662
Depreciation and amortization		6,049			6,728			12,212			13,253
Lease litigation settlement		-			-			2,600			-
Total costs and operating expenses		31,258			37,572			64,153			73,979
Operating income		1,954			4,323			449			7,692
Interest income		473			699			695			1,071
Interest expense		(575	)		(2,652	)		(3,183	)		(5,153	)
Loss from debt extinguishment		-			-			(2,809	)		(695	)
Other expense, net		(8	)		(183	)		(113	)		(346	)
Income (loss) from continuing operations before income taxes		1,844			2,187			(4,961	)		2,569
Provision for income taxes		-			(1,047	)		(12	)		(1,090	)
Income (loss) from continuing operations		1,844			1,140			(4,973	)		1,479
Income from discontinued operations		119			-			304			-
Net income (loss)		1,963			1,140			(4,669	)		1,479
Preferred stock accretions and dividends		-			-			(227,522	)		-
Net income (loss), attributable to common stockholders	$	1,963		$	1,140		$	(232,191	)	$	1,479
Income (loss) per share—basic
Continuing operations attributable to common stockholders	$	0.06		$	0.03		$	(4.72	)	$	0.04
Discontinued operations		0.00			-			0.01			-
Net income (loss) attributable to common stockholders	$	0.06		$	0.03		$	(4.71	)	$	0.04
Weighted average shares outstanding		33,849			34,482			49,307			34,482
Income (loss) per share—diluted
Continuing operations attributable to common stockholders	$	0.06		$	0.03		$	(4.72	)	$	0.04
Discontinued operations		0.00			-			0.01			-
Net income (loss) attributable to common stockholders	$	0.06		$	0.03		$	(4.71	)	$	0.04
Weighted average shares outstanding		34,075			35,129			49,307			35,101

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) (UNAUDITED)
	December 31,			June 30,
	2007			2008
Assets
Current assets
Cash and cash equivalents	$	45,595		$	91,183
Accounts receivable, net of allowance for bad debts of $415 and $541, respectively		9,029			11,997
Prepaids and other assets		1,468			1,796
Total current assets		56,092			104,976
Property and equipment, net		114,803			196,813
Goodwill		36,023			36,023
Other intangible assets, net		23,287			20,933
Other long-term assets, net		2,485			5,609
Total assets	$	232,690		$	364,354
Liabilities, Preferred Stock and Stockholders’ Equity
Current liabilities
Accounts payable and accrued expenses	$	26,859		$	39,989
Derivative liability		-			959
Current portion of unearned revenue		3,567			3,807
Current portion of deferred rent		363			382
Current portion of customer security deposits		936			603
Current portion of long-term debt		3,750			-
Total current liabilities		35,475			45,740
Derivative liability		624			-
Unearned revenue, less current portion		2,073			2,009
Deferred rent, less current portion		12,882			15,394
Customer security deposits, less current portion		93			422
Long-term debt, less current portion		34,439			120,000
Long-term portion of capital lease obligation		22,049			50,807
Total liabilities		107,635			234,372
Commitments and contingencies (see note 10)
Stockholders’ equity
Common stock, $0.0001 par value, authorized 200,000 shares; 34,311 and 34,482 issued and outstanding as of December 31, 2007 and June 30, 2008, respectively		3			3
Preferred stock, $0.0001 par value, authorized 25,000 shares; no shares issued		-			-
Unearned stock compensation		(15	)		-
Additional paid-in capital		340,520			344,507
Accumulated deficit		(217,573	)		(216,019	)
Accumulated other comprehensive income		2,120			1,491
Total stockholders’ equity		125,055			129,982
Total liabilities, preferred stock and stockholders’ equity	$	232,690		$	364,354

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (UNAUDITED)
	For the six months
	ended June 30,
	2007			2008
Cash flows from operating activities:
Net income (loss)	$	(4,669	)	$	1,479
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation		8,581			11,004
Amortization of debt issuance costs		244			282
Amortization of other intangible assets		3,621			2,249
Loss on debt extinguishment		2,359			695
Stock compensation expense		1,968			3,181
Provision for bad debts, net of recoveries		(210	)		400
Deferred rent		675			2,558
Change in fair value of derivative		(32	)		409
Loss on disposal of fixed assets		38			6
Changes in operating assets and liabilities, net of acquired amounts
(Increase) decrease in accounts receivable		428			(3,402	)
Increase in prepaids and other assets		(325	)		(338	)
(Increase) decrease in other long term assets		13			(62	)
Increase in accounts payable, accrued expenses, and other liabilities		1,484			2,514
Increase in unearned revenue		1,528			224
Net cash provided by operating activities		15,703			21,199
Cash flows from investing activities:
Purchase of property and equipment		(13,766	)		(54,005	)
Net cash used in investing activities		(13,766	)		(54,005	)
Cash flows from financing activities:
Principal payments under long-term debt		(104,843	)		(38,189	)
Proceeds from exercise of stock options		1			655
Excess tax benefits from stock based compensation		-			167
Proceeds from long-term debt		-			120,000
Public offering costs		(1,072	)		-
Proceeds from initial public offering, net of commissions		142,290			-
Debt issuance and amendment costs		(55	)		(4,039	)
Net cash provided by financing activities		36,321			78,594
Net increase in cash and cash equivalents		38,258			45,788
Effect of exchange rate changes on cash		112			(200	)
Cash and cash equivalents:
Beginning of the period		3,671			45,595
End of the period	$	42,041		$	91,183

Additional Company Information

	For the three months ended June 30,
($ in Thousands)	2007				2008
Revenues
Colocation	$	20,290	61	%	$	26,244	63	%
Interconnection		11,167	34	%	$	13,290	32	%
Recurring Total	$	31,457	95	%		39,534	95	%
Non-recurring		1,755	5	%		2,361	5	%
Total	$	33,212	100	%	$	41,895	100	%

	As of June 30,
	2007			2008
Number of customers		871			915
Number of cross connects		18,775			20,419
Cabinets equivalents billed		6,184			7,117
Utilization rate		69.4	%		65.0	%
	For the three months ended June 30,
($ In thousands)	2007			2008
New Sales:
Recurring revenues *	$	975		$	1,487
Non-recurring revenue **		2,967			2,418
New Sales	$	3,942		$	3,905

* Recurring revenues represent service agreements entered into by new and existing customers during the given quarter. Revenues from these agreements will recur monthly over the life of the agreement.

** Non-recurring revenues represent the one-time installation fees associated with new service agreements. These one-time fees are billed to customers upon completion of the installation service and such revenues are recognized on a straight-line basis over the life of the agreement.

EBITDA Reconciliation

The following is a reconciliation of the Company’s operating income (loss) for the three and six month periods ended June 30, 2007 and June 30, 2008 to EBITDA.

Switch and Data uses EBITDA:

• As a measurements of operating performance because it assists management in comparing the results on a consistent basis as it removes the impact of items not directly resulting from operations;
• For planning purposes, including the preparation of its internal annual operating budget;
• To establish targets for certain management compensation; and
• To evaluate the Company’s capacity to incur and service debt, fund capital expenditures and expand the business.

EBITDA as calculated by the Company is not necessarily comparable to similarly titled measures used by other companies. In addition, EBITDA: (a) does not represent net income or cash flows from operating activities as defined by GAAP; (b) is not necessarily indicative of cash available to fund the Company’s cash flow needs; and (c) should not be considered as alternatives to net income, operating income, cash flows from operating activities or the Company’s other financial information as determined under GAAP.

The Company prepares EBITDA by adjusting operating income to eliminate the impact of a number of items that it does not consider indicative of its core operating performance. Investors are encouraged to evaluate each adjustment and the reasons the Company considers them appropriate. As an analytical tool, EBITDA is subject to various limitations. In addition, in evaluating EBITDA, investors should be aware that in the future the Company may incur expenses similar to the adjustments in this presentation. Switch and Data’s presentation of EBITDA should not be construed as an implication that its future results will be affected by unusual or non-recurring items.

	For the three months ended June 30,					For the six months ended June 30,
($ in Thousands)	2007			2008		2007		2008
Operating income	$	1,954		$	4,323	$	449	$	7,692
Depreciation and amortization		6,049			6,728		12,212		13,253
Lease litigation settlement accrual		-			-		2,600		-
Deferred rent expense, non-cash (1)		535			1,425		921		2,558
Loss (gain) on disposal of fixed assets (2)		(1	)		-		46		6
Stock-based compensation expense (3)		1,055			1,666		1,968		3,181
Legal expenses for real estate litigation (4)		171			8		499		53
EBITDA	$	9,764		$	14,150	$	18,695	$	26,743

(1) Rent is accrued as a straight-line expense that incorporates future lease cost escalations. The Deferred rent line item on the Statement of Cash Flows accounts for the difference between cash paid for rent and accrued rent expense for the period. Amounts for 2007 are $246 higher than the Statement of Cash Flows to account for discontinued operations deferred rent.

(2) Loss (gain) on disposal of fixed assets is a non-cash expense that is included in Cost of Revenues and General and Administrative expenses.

(3) Stock compensation expense is a non-cash expense to the Company that can be found on the Statement of Cash Flows.

(4) The Company has incurred legal expenses for lawsuits brought by several landlords for alleged breach of lease agreements. These expenses are included in the General and administrative line item of the Statement of Operations.

CONTACT:
Investor Relations:
Switch & Data
Kathleen Heaney, 203-803-3585
ir@switchanddata.com