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): February 16, 2010
______________

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 February 16, 2010, Switch & Data Facilities Company, Inc. issued a press release announcing its results of operations for the quarter ended December 31, 2009, 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 February 16, 2010.

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:	February 16, 2010	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 February 16, 2010.

EX-99.1

Exhibit 99.1

Switch and Data Reports Fourth Quarter and Full Year 2009 Financial and Operating Results

• 2009 Revenue Increased 20%
• 2009 Adjusted EBITDA Increased 35%
• Strong Quarter in Billed Cabinets

TAMPA, Fla.--(BUSINESS WIRE)--February 16, 2010--Switch & Data Facilities Company, Inc. (NASDAQ: SDXC), a leading provider of network neutral data center and Internet exchange services, today reported financial results for the year ended December 31, 2009 and the fourth quarter.

Results of Operations

Fourth Quarter

Total revenues for the fourth quarter ended December 31, 2009 increased to $55.4 million from $45.8 million in the comparable period in 2008, an increase of 21%. Recurring revenues, which consist of colocation and interconnection services, were $50.6 million in the fourth quarter 2009, an increase of 18% over the same period in the prior year. Non-recurring revenues in the fourth quarter 2009, representing one time installation fees and services, were $4.8 million compared to $2.8 million in the comparable period in 2008. Billed cabinets increased from 8,110 in the third quarter 2009 to 8,588 in the fourth quarter. This was the largest sequential growth in billed cabinets in over three years.

Cost of revenues, excluding depreciation and amortization, for the fourth quarter 2009 was $28.4 million as compared to $24.4 million for the fourth quarter 2008. As a percentage of revenues, cost of revenues improved to 51% in the fourth quarter of 2009 from 53% in the same period of the prior year.

Sales and marketing costs for the fourth quarter 2009 were $5.6 million as compared to $5.0 million in the comparable quarter in 2008. General and administrative expenses were $4.8 million for the fourth quarter as compared to $4.6 million for the fourth quarter 2008.

Other expenses were $2.6 million for the fourth quarter 2009 as compared to $0.1 million in the comparable quarter 2008. These expenses were primarily from the pending acquisition of Switch and Data by Equinix, Inc.

Operating income increased 183% to $5.3 million in the fourth quarter of 2009 as compared to $1.9 million in the comparable period in 2008.

Adjusted EBITDA increased to $19.9 million in the fourth quarter of 2009 as compared to $15.8 million in the comparable period in 2008, an increase of 26%. Adjusted EBITDA margins increased to 36% in the fourth quarter, from 35% in the comparable period in 2008. See “Adjusted EBITDA Reconciliation” for further discussion.

Net loss for the for the fourth quarter of 2009 was $2.1 million, including acquisition related expenses of $2.6 million, or $0.06 per basic and diluted common share as compared to a net loss of $8.5 million or $0.25 per basic and diluted common share in the comparable period in 2008.

Full Year 2009

For the year ended December 31, 2009, total revenues increased to $205.4 million from $171.5 million for the year ended December 31, 2008, an increase of 20%. Recurring revenues were $191.3 million, an increase of 18% over 2008. For the year ended December 31, 2009, non-recurring revenues were $14.2 million, an increase of 44% over the prior year.

For the year ended December 31, 2009, cost of revenues, excluding depreciation and amortization, was $103.1 million, up from $90.1 million for the year ended December 31, 2008. As a percentage of revenues, cost of revenues was 50% in 2009 as compared to 53% in the same period of the prior year.

For the year ended December 31, 2009, sales and marketing costs were $20.7 million as compared to $19.7 million for the same period in 2008. For the year ended December 31, 2009, general and administrative expenses were $19.0 million as compared to $17.7 million for the year ended December 31, 2008.

Other expenses were $3.1 million for the year ended December 31, 2009, as compare to $0.8 million for the year ended December 31, 2008. These expenses were primarily from the pending acquisition of Switch and Data by Equinix, Inc.

For the year ended December 31, 2009, Adjusted EBITDA increased to $76.3 million from $56.5 million in 2008, an increase of 35%.

Net income for the year was $0.4 million, including acquisition related expenses of $2.6 million, or $0.01 per basic and diluted common share as compared to a net loss of $7.0 million or $0.20 per basic and diluted common share in 2008.

Balance Sheet and Cash Flows

Switch and Data had cash and cash equivalents of $28.5 million on December 31, 2009. Bank debt outstanding on December 31, 2009 was $142.5 million. Capital expenditures in the quarter were $8.1 million and $62.5 million for the full year.

Merger with Equinix

On October 21, 2009, Switch and Data and Equinix, Inc. (Nasdaq: EQIX) entered into a definitive agreement for Equinix to acquire Switch and Data in a transaction valued at approximately $689 million in cash and stock, based on Switch and Data’s October 20th market closing price. On January 29, 2010, Switch and Data stockholders voted to approve Switch and Data's merger with and into Sundance Acquisition Corporation, a wholly-owned subsidiary of Equinix. Completion of the merger remains subject to the expiration or termination of the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, and the satisfaction or waiver of the other closing conditions specified in the merger agreement between Equinix and Switch and Data. The merger is expected to close in the second quarter of 2010. There can be no assurances that the proposed merger will be consummated.

The merger agreement is attached as Exhibit 2.1 to the Current Report on Form 8-K that Switch and Data filed with the Securities and Exchange Commission (the "SEC") on October 22, 2009.

Switch and Data will not host an investor call.

About Switch and Data

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(R) - the world's first commercial Internet exchange.

Important information about Switch and Data is routinely posted to the investor relations section of the website www.switchanddata.com. For copies of all Switch and Data press releases and SEC filings, please visit the website. To automatically receive Switch and Data financial news by email, please visit the website and subscribe to Email Alerts. Investors are encouraged to check Switch and Data's website frequently to access the most up-to-date information.

Forward-Looking Statements

Certain statements herein, particularly in those sections titled "Balance Sheet and Cash Flows” and "Merger with Equinix" 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. Words such as expects, believes, estimates, anticipates and similar language indicates forward-looking statements. It is possible that actual results may differ, possibly materially, from those anticipated in these forward-looking statements. Factors that might cause such differences include, but are not limited to, the failure of a condition to closing of the transaction to be satisfied; and the risk that a regulatory approval that may be required for the transaction is not obtained or is obtained subject to conditions that are not anticipated. 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 SEC. 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. Consolidated Statements of Operations (in thousands, except earnings per common share) (Unaudited)
	For the three months ended December 31,						For the year ended December 31,
	2008			2009			2008			2009
Revenues	$	45,774		$	55,425		$	171,525		$	205,438
Costs and operating expenses
Cost of revenues, exclusive of depreciation and amortization		24,377			28,446			90,122			103,133
Sales and marketing		4,993			5,603			19,670			20,733
General and administrative		4,564			4,798			17,659			18,955
Depreciation and amortization		9,954			11,236			30,716			41,473
Lease litigation settlement		-			-			-			700
Total costs and operating expenses		43,888			50,083			158,167			184,994
Operating income		1,886			5,342			13,358			20,444
Interest income		74			11			1,587			56
Interest expense		(10,329	)		(4,546	)		(19,193	)		(15,775	)
Loss from debt extinguishment		-			-			(695	)		-
Other expense, net		(113	)		(2,577	)		(768	)		(3,063	)
Income (loss) from continuing operations before income taxes		(8,482	)		(1,770	)		(5,711	)		1,662
Provision for income taxes		-			(304	)		(1,324	)		(1,254	)
Net income (loss)		(8,482	)		(2,074	)		(7,035	)		408
Income (loss) per common share—basic and diluted
Net income (loss) attributable to common stockholders	$	(0.25	)	$	(0.06	)	$	(0.20	)	$	0.01
Weighted average common shares outstanding		34,563			34,604			34,369			34,569
Income (loss) per common share—basic and diluted
Net income (loss) attributable to common stockholders	$	(0.25	)	$	(0.06	)	$	(0.20	)	$	0.01
Weighted average common shares outstanding		34,563			34,604			34,369			35,330

Switch & Data Facilities Company, Inc. Consolidated Balance Sheets (in thousands) (Unaudited)
	December 31,			December 31,
	2008			2009
Assets
Current assets
Cash and cash equivalents	$	14,706		$	28,528
Accounts receivable, net of allowance for bad debts of $818 and $1,056, respectively		11,497			13,930
Prepaids and other assets		2,429			2,849
Total current assets		28,632			45,307
Property and equipment, net		270,286			297,312
Goodwill		36,023			36,023
Other intangible assets, net		18,575			15,274
Other long-term assets, net		5,349			6,464
Total assets	$	358,865		$	400,380
Liabilities, Preferred Stock and Stockholders’ Equity
Current liabilities
Accounts payable and accrued expenses	$	34,131		$	23,741
Derivative liability		7,434			8,713
Current portion of unearned revenue		3,629			3,275
Current portion of deferred rent		455			336
Current portion of customer security deposits		547			577
Current portion of long-term debt		-			14,250
Current portion of capital lease obligation		-			1,934
Total current liabilities		46,196			52,826
Unearned revenue, less current portion		1,858			1,506
Deferred rent, less current portion		18,587			26,287
Customer security deposits, less current portion		376			319
Long-term debt, less current portion		120,000			128,250
Long-term portion of capital lease obligation		50,927			58,364
Total liabilities		237,944			267,552
Commitments and contingencies
Stockholders’ equity
Common stock, $0.0001 par value, authorized 200,000 shares; 34,563 and 34,748 issued and outstanding as of December 31, 2008 and December 31, 2009, respectively		3			3
Preferred stock, $0.0001 par value, authorized 25,000 shares; no shares issued		-			-
Additional paid-in capital		347,909			356,624
Accumulated deficit		(224,534	)		(224,126	)
Accumulated other comprehensive income (loss)		(2,457	)		327
Total stockholders’ equity		120,921			132,828
Total liabilities, preferred stock and stockholders’ equity	$	358,865		$	400,380

Switch & Data Facilities Company, Inc. Condensed Consolidated Statements of Cash Flows (in thousands) (Unaudited)
	For the year ended December 31,
	2008			2009
Cash flows from operating activities:
Net income (loss)	$	(7,035	)	$	408
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation		26,624			37,861
Amortization of debt issuance costs		667			921
Amortization of other intangible assets		4,092			3,617
Loss on debt extinguishment		695			-
Stock compensation expense		6,314			6,292
Provision for bad debts, net of recoveries		839			1,150
Deferred rent		6,094			7,289
Change in fair value of derivative		6,884			1,279
Loss (gain) on disposal of fixed assets		5			(99	)
Changes in operating assets and liabilities, net of acquired amounts
Increase in accounts receivable		(3,509	)		(3,451	)
Increase in prepaids and other assets		(997	)		(411	)
Increase in other long term assets		(189	)		(651	)
Increase in accounts payable, accrued expenses, and other liabilities		5,003			252
Decrease (increase) in unearned revenue		127			(869	)
Net cash provided by operating activities		45,614			53,588
Cash flows from investing activities:
Purchase of property and equipment		(154,710	)		(62,629	)
Proceeds from sale of property and equipment		-			115
Net cash used in investing activities		(154,710	)		(62,514	)
Cash flows from financing activities:
Principal payments under long-term debt		(38,188	)		-
Principal payments under capital lease		-			(953	)
Proceeds from long-term debt		120,000			22,500
Proceeds from exercise of stock options		997			2,423
Excess Tax Benefits from stock-based compensation		93			-
Debt issuance and amendment costs		(4,039	)		(1,388	)
Net cash provided by financing activities		78,863			22,582
Net increase (decrease) in cash and cash equivalents		(30,233	)		13,656
Effect of exchange rate changes on cash		(656	)		166
Cash and cash equivalents:
Beginning of the period		45,595			14,706
End of the period	$	14,706		$	28,528

Additional Information
	For the three months ended December 31,								For the year ended December 31,
($ in Thousands)	2008				2009				2008				2009
Revenues
Colocation	$	29,021	64	%	$	34,557	62	%	$	108,504	63	%	$	129,815	63	%
Interconnection		13,918	30	%		16,049	29	%		53,192	31	%		61,445	30	%
Recurring Total	$	42,939	94	%	$	50,606	91	%	$	161,696	94	%	$	191,260	93	%
Non-recurring		2,835	6	%		4,820	9	%		9,829	6	%		14,178	7	%
Total	$	45,774	100	%	$	55,426	100	%	$	171,525	100	%	$	205,438	100	%

	December 31,			December 31,
	2008			2009
Number of cross connects		21,149			22,277
Cabinet equivalents billed		7,596			8,588
Utilization rate		58.4	%		61.3	%
	For the three months ended
	December 31,			December 31,
	2008			2009
Percentage of sales to existing customers		84	%		92	%
Churn as a percentage of recurring revenues		1.5	%		1.4	%
New Sales (in thousands):
Recurring revenue *	$	1,305		$	1,640
Non-recurring revenue **		1,717			2,339
New Sales	$	3,022		$	3,979

*Recurring revenues represent new 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.

Adjusted EBITDA Reconciliation

The following is a reconciliation of Switch and Data’s operating income (loss) to Adjusted EBITDA for the periods ended December 31, 2008 and December 31, 2009. This reconciliation can also be found on Switch and Data’s website in the Investor Relations section.

Switch and Data defines "Adjusted EBITDA" as operating income from continuing operations, plus depreciation and amortization, stock-based compensation expense and other non-cash items such as deferred rent. Switch and Data calculates Adjusted EBITDA margin as Adjusted EBITDA divided by total revenues.

Switch and Data uses Adjusted EBITDA as follows:

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

Adjusted EBITDA as calculated by the Switch and Data is not necessarily comparable to similarly titled measures used by other companies. In addition, Adjusted 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 Switch and Data’s cash flow needs; and (c) should not be considered as an alternative to net income, operating income, cash flows from operating activities or other financial information as determined under GAAP.

Switch and Data prepares Adjusted EBITDA by adjusting EBITDA 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 Switch and Data considers them appropriate. As an analytical tool, Adjusted EBITDA is subject to all of the limitations applicable to EBITDA. In addition, in evaluating Adjusted EBITDA, investors should be aware that in the future Switch and Data may incur expenses similar to the adjustments in this presentation. Switch and Data’s presentation of Adjusted EBITDA should not be construed as an implication that its future results will be unaffected by unusual or non-recurring items.

	For the three months ended December 31,					For the year ended December 31,
(in thousands)	2008			2009		2008		2009
Operating income	$	1,886		$	5,342	$	13,358	$	20,444
Depreciation and amortization		9,954			11,236		30,716		41,473
Lease litigation settlement		-			-		-		700
Deferred rent expense, non-cash		2,385			1,563		6,094		7,289
Loss (gain) on disposal of fixed assets (1)		(2	)		90		4		1
Stock-based compensation expense (2)		1,606			1,668		6,312		6,292
Legal expenses for real estate litigation (3)		-			-		63		65
EBITDA	$	15,829		$	19,899	$	56,547	$	76,264

Footnotes:

(1) Loss (gain) on disposal of fixed assets is a non-cash component of Adjusted EBITDA. These expenses may be included in both the General and administrative and Cost of revenues line items of the Statement of Operations.

(2) Stock-based compensation expense is a non-cash expense to Switch and Data that can be found on the Statement of Cash Flows.

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

CONTACT:
Switch & Data Facilities Company, Inc.
Investor Relations
Seth Potter, 646-277-1230
or
Idalia Rodriguez, 203-682-8264
ir@switchanddata.com