Section 1: 10-K (10-K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☑
☐
For the fiscal year ended December 31, 2019
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-38231
Switch, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
82-1883953
(I.R.S. Employer Identification No.)
7135 S. Decatur Boulevard
Las Vegas, NV
(Address of principal executive offices)
89118
(Zip Code)
(702) 444-4111
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Class A common stock, par value $0.001
SWCH
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-
T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the
Exchange Act.
Large accelerated filer ☑
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
As of June 28, 2019 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the registrant’s voting
and non-voting common equity held by non-affiliates based on the closing price on that date as reported by the New York Stock Exchange was $863.2 million.
As of February 1, 2020, the registrant had 94,877,065 shares of Class A common stock, 146,410,385 shares of Class B common stock, and no shares of Class C
common stock outstanding.
Portions of the registrant’s definitive Proxy Statement for the 2020 annual meeting of the stockholders to be filed with the Securities and Exchange Commission
within 120 days after the end of the fiscal year ended December 31, 2019 are incorporated by reference into Part III of this Annual Report on Form 10-K.
Documents Incorporated by Reference
Switch, Inc.
Table of Contents
Part I.
Item 1.
Business
Item 1A.
Risk Factors
Item 1B.
Unresolved Staff Comments
Item 2.
Item 3.
Item 4.
Part II.
Item 5.
Item 6.
Item 7.
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Item 9.
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Item 9A.
Controls and Procedures
Item 9B.
Other Information
Part III.
Item 10.
Directors, Executive Officers and Corporate Governance
Item 11.
Executive Compensation
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14.
Principal Accounting Fees and Services
Part IV.
Item 15.
Exhibits, Financial Statement Schedules
Item 16.
Form 10-K Summary
Signatures
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As used in this Annual Report on Form 10-K (this “Form 10-K”), unless the context otherwise requires, references to:
BASIS OF PRESENTATION
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“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.
“Members” refer to the Founder Members, Non-Founder Members and Former Incentive Unit Holders.
“Founder Members” refer to Rob Roy, our Founder, Chairman and Chief Executive Officer, and an affiliated entity of Mr. Roy,
each of which own Common Units (as defined below) and who may exchange their Common Units for shares of our Class A
common stock. As the context requires in this Form 10-K, “Founder Members” also refers to the respective successors, assigns
and transferees of such Founder Members permitted under the Switch Operating Agreement and our amended and restated
articles of incorporation.
“Non-Founder Members” refer to those direct and certain indirect owners of interest in Switch, Ltd., other than the Founder
Members, each of which own Common Units and who may exchange their Common Units for shares of our Class A common
stock. The Non-Founder Members include (i) each of our named executive officers, other than Mr. Roy and (ii) Tom Thomas and
Donald D. Snyder, members of our board of directors. As the context requires in this Form 10-K, “Non-Founder Members” also
refers to the respective successors, assigns and transferees of such Non-Founder Members permitted under the Switch
Operating Agreement and our amended and restated articles of incorporation.
“Former Incentive Unit Holders” refer collectively to (i) our named executive officers; (ii) an affiliated entity of Mr. Roy; (iii) Mr.
Snyder; and (iv) certain other current and former non-executive employees, in each case, who held incentive units in Switch, Ltd.
and whose incentive units converted into Common Units of Switch, Ltd. in connection with our initial public offering (“IPO”).
“Common Units” refer to the single class of issued common membership interests of Switch, Ltd.
“Switch Operating Agreement” refers to the Fifth Amended and Restated Operating Agreement of Switch, Ltd.
Table of Contents
Part I.
Item 1.
Business.
What We Are
Switch is a technology infrastructure company powering the sustainable growth of the connected world and the Internet of Everything.
Our mission is to enable the advancement of humanity by creating smart, resilient and sustainable infrastructure solutions that support the
most innovative technology ecosystems.
Company Overview
We believe the future of the connected world depends on the sustainable and cost-effective growth of the internet and the services it
enables. Using our technology platform, we provide solutions to help enable that growth. We believe we are a pioneer in the design,
construction and operation of some of the world’s most reliable, secure, resilient and sustainable data centers. Our advanced data centers
reside at the center of our platform and provide power densities that exceed industry averages with efficient cooling, while being powered by
100% renewable energy. Two of our data centers are the only carrier-neutral colocation facilities in the world to be certified Tier IV Design,
Tier IV Facility and Tier IV Gold in Operational Excellence. While these certifications have been the highest classifications available in the
industry, we are building our current facilities to our proprietary Class 5™ Platinum standards, which exceed and are more comprehensive
than Tier IV standards. Our platform has powerful network effects and nurtures a rich technology ecosystem that benefits its participants. We
further enhance these benefits as we innovate and expand our platform ecosystem. 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.
The growing nexus between internet connectivity, internet-based services, data and analytics, and the advancement of computational
processing power is rapidly expanding the amount of data that enterprises can access and manage. At the same time, the Internet of
Everything is exponentially expanding the available data sources, as utility grids, automobiles, aircraft, home appliances, wearable devices
and numerous other sources are all connecting to the internet. The compute capacity necessary to manage and analyze this data is also
advancing and demanding increasing amounts of power to operate. We believe that traditional technology infrastructure is not capable of
supporting the growing wave of mission critical data and increasingly powerful IT equipment.
The vast majority of our data centers are greenfield construction, and our critical infrastructure components are purpose-built to
satisfy customers’ needs, drive efficiency and enable the deployment of highly advanced computing technologies. We build our facilities
using Switch Modularly Optimized Designs (“Switch MODs”). These designs allow us to rapidly deploy or replace infrastructure to meet our
customers’ current and future data storage and compute requirements. Additionally, our patented designs have redefined traditional data
center space and cooling, allowing our customers to achieve significantly higher power densities than are available in traditional data centers.
We believe the combination of these design elements reduces our operational costs, minimizes investment risk and positions us to adapt as
the Internet of Everything continues to evolve. Our technologies were all designed and invented by our founder, Rob Roy, and are protected by
over 500 issued and pending patent claims. Since the opening of our first colocation facility, we have delivered 100% uptime across all of our
facilities. During the years ended December 31, 2019, 2018, and 2017, we derived 80%, 80%, and 81% of our revenue, respectively, from
colocation services.
During 2019, we operated three primary campus locations, called Primes, which encompass 11 colocation facilities with an
aggregate of up to 4.4 million gross square feet (“GSF”) of space. These facilities have up to 455 megawatts (“MW”) of power available to
them. 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, our fourth Prime, The Keep Campus in Atlanta, Georgia, opened during the first quarter of 2020. Our
Primes are strategically located in geographies that combine a low risk of natural disaster, favorable tax policies for customers deploying
computing infrastructure and low latency connectivity to major metropolitan markets, such as Los Angeles, San Francisco, Silicon Valley,
Chicago, New York, Northern Virginia and Miami. As a result, customers in these metropolitan markets can access our advanced colocation
facilities while reducing exposure to the higher taxes, higher cost of power and higher risk of natural disaster that might be prevalent in other
markets. In addition to our Primes, SUPERNAP International, S.A. (“SUPERNAP International”) our international joint venture, has deployed
facilities in Italy and Thailand that collectively provide up to approximately 904,000 GSF of space, with up to 100 MW of power available to
these facilities. We can also use our Switch MOD technology to build single-user facilities,
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and we are considering opportunities to deploy this technology in a build-to-suit offering for our enterprise customers.
We have fostered the development of a robust technology ecosystem around our platform that consists of enterprises and service
providers that include cloud and managed services providers and telecommunications carriers. Both our platform and our ecosystem have
self-reinforcing network effects that benefit participants as both our platform and our ecosystem grows. As our platform and customer base
expands, we continue to realize growing efficiencies of scale, which allows us to provide higher value services to our customers.
We believe our advanced platform, high level of service and competitive pricing create a disruptive offering with a powerful customer
value proposition that differentiates us from many other existing solutions. Our advanced data centers are designed for efficiency and allow
our customers to achieve higher than average power densities per cabinet with appropriate cooling, which we believe improves the
performance and increases the life of our customers’ equipment. We located our data centers in areas with tax benefits, such as low or no
sales tax on equipment, and access to competitively priced renewable power, both of which help further lower our customers’ total cost of
ownership. Finally, our Combined Ordering Retail Ecosystem (“CORE”) service aggregates our customers’ buying power, and can
significantly lower many of our customers’ connectivity costs. We believe the power of our customer value proposition is evidenced by our
customer loyalty and low annual churn rate, which we define as the reduction in recurring revenue attributed to customer terminations or non-
renewal of expired contracts, divided by revenue at the beginning of the period. Our average annual churn rate was 0.6% over the three years
ended December 31, 2019 and 0.6% for the year ended December 31, 2019.
We believe that our technologies enable attractive cash flow yields on invested capital. Our modular expansion and vertically
integrated development approach allows us to deploy capital efficiently, which further increases our yields. Across our current facilities, we
generated on average a 17.1% cash flow yield on invested capital in 2019. We define cash flow yield on invested capital as Adjusted EBITDA
less income taxes and maintenance capital expenditures, divided by property and equipment, net, less construction in progress.
Our Opportunity
Industry Background
Computational processing power continues to advance, and the amount of data that enterprises must manage, analyze and monitor
is dramatically increasing. The rapid rise in data traffic and the world’s reliance on the internet to deliver services and information is making
the collection, storage and transfer of data one of the largest challenges created by the internet. The power requirements and financial costs
to support this growth in data, traffic and storage are massive and growing. At the same time, service provider data centers are only beginning
to penetrate the data center market.
Industry Limitations
Despite the continued growth of traditional data center infrastructure and the continued demand for the public cloud due to its cost-
effectiveness and pay-as-you-go scalability, we believe that traditional data center infrastructure and the public cloud are not optimally suited
to support the growing wave of mission critical enterprise data applications and increasingly powerful IT equipment for several reasons,
including the following:
First, we believe that increases in server density are beginning to strain the current power and cooling capacity of traditional
colocation data centers. As IT hardware advances, servers increase in power but decrease in size, generating more heat and requiring more
cooling per cabinet. Chip feature sizes have been repeatedly scaled down to fit more transistors in smaller chips. The nodes on a chip shrank
from 30,000 nanometers (“nm”) in 1963 to 14 nm in 2016, and are expected to reach 5 nm by 2026. We expect these trends will require
many traditional data center companies and enterprise-built data center facilities to attempt to retrofit their existing infrastructure to
accommodate the additional weight of denser cabinets and the additional equipment necessary to power and cool those cabinets. Current
designs typically include raised floors and cooling equipment installed on the ceiling or roof. Retrofitting these designs, even if possible,
would be time-consuming, expensive and highly disruptive to existing customers, and may still not allow a data center to keep pace with
technological advances.
Second, we believe that the public cloud is not an ideal solution for certain business critical data storage and computing needs.
Large or sophisticated workloads may be expensive to run in the public cloud or may require higher availability and reliability than the public
cloud provides. Enterprises with sensitive or regulated data, such as
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financial institutions and healthcare companies, may be unwilling or unable to use the public cloud for security-related or compliance
reasons. In addition, some workloads require an active-active environment, which necessitates two physical environments in close proximity
to each other. Further, the public cloud’s shared servers are not an efficient computing environment to run analytics such as advanced
machine-learning algorithms, analyze sensitive medical device data or manage autonomous vehicle networks.
Third, given the limitations of both the public cloud and the enterprise-built facilities, we expect enterprises to increasingly deploy IT
equipment across hybrid cloud and colocation environments, with mission critical data stored at a colocation facility. As a result, the
resiliency and security of the colocation facilities will take on even greater importance. There are significant business risks and potential
costs associated with running mission-critical applications in a physical environment that is not 100% resilient and secure. These costs
include lost revenue, damage to mission critical data, damage to equipment, legal and regulatory impact, and decline in brand value and
reputation. In some instances, the costs can be significantly higher.
Finally, we believe that enterprises are beginning to recognize significant value from environments that encourage and facilitate
interaction among their various constituents. The deeper and broader the participation that occurs within the environment, the greater the
value to the various participants. As a result, data centers can add significant additional value by bringing together enterprises, cloud and
managed services providers and telecommunications carriers in an environment that fosters communication, collaboration and innovation. We
believe these elements will be difficult to find among traditional colocation data centers.
We believe a significant opportunity exists for data centers that can address the shortcomings of traditional colocation facilities,
enterprise-built facilities and public cloud offerings.
Our Competitive Strengths
We believe we distinguish ourselves from typical colocation providers and other technology infrastructure companies through our
competitive strengths, which include:
Purpose-Built, Highly-Resilient, Patented Solutions
Our critical infrastructure components are purpose-built to satisfy customers’ needs, drive efficiency and enable the deployment of
highly advanced computing technologies, and our designs are protected by over 500 issued and pending patent claims. Our Switch MODs
allow us to rapidly deploy or replace infrastructure as our customers’ needs evolve. We believe this reduces operational costs, minimizes
investment risk and facilitates our ability to adapt as the Internet of Everything continues to evolve.
We have redefined data center space and cooling, allowing our customers to achieve higher power densities than they can in
traditional data centers. Our power densities enable our customers to include more IT equipment per cabinet than in typical data center
environments, which can reduce space requirements and the associated monthly costs and set-up costs and drive down in-cabinet latency.
Additionally, we believe our ability to run more powerful cabinets at the appropriate temperature improves performance and extends the life of
our customers’ equipment. This results in lower total cost of ownership for our customers.
We have the only carrier-neutral colocation facilities in the world to be certified Tier IV Design, Tier IV Facility and Tier IV Gold in
Operational Excellence, all of which were among the highest classifications available in the industry at the time. This requires fully redundant
systems and total fault tolerance. We utilize the most stringent operational protocols to ensure our customers’ infrastructure is always on.
As such, we have delivered 100% uptime across all of our facilities since the opening of our first colocation facility. In an effort to increase
transparency and enhance the reliability of data center rating standards, we also introduced a proprietary Class 5™ Platinum standard. This
standard exceeds the Tier IV Gold certifications and incorporates more than 30 additional elements critical to data center design and
constant operation. These elements include even more stringent parameters regarding long-term power system capabilities, the number of
available carriers, zero roof penetrations, the location of cooling system lines in or above the data center, physical and network security and
100% use of renewable energy. We currently build our facilities to this Class 5™ Platinum standard.
Differentiated Technology Ecosystem Underscored by Powerful Network Effects
We operate a dynamic technology ecosystem that brings together a wide variety of parties. Many of the participants in our
ecosystem collaborate and engage in commerce with one another to enhance their own
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businesses. As we continue to innovate, we believe our customer value proposition strengthens, attracting new customers and encouraging
existing customers to grow with us. This expanding, diverse mix of enterprise customers attracts cloud service providers, managed services
providers and telecommunications carriers. This growing base of service providers, in turn, attracts other new enterprise customers seeking
an environment with diverse, high-quality service providers and other innovative companies with which to collaborate.
The powerful Switch technology ecosystem creates value for our enterprise customers in the form of telecommunications purchasing,
robust service provider access, private interconnection alternatives among enterprise customers and the opportunity to collaborate with other
participants in our ecosystem. For example, our CORE service aggregates our customers’ buying power and can significantly lower
customers’ connectivity costs. The ecosystem yields intrinsic value for us by lowering our customer acquisition costs and enhancing our
customer value proposition, which we believe drives further customer loyalty. In addition, because many of our customers choose to run
mission-critical and advanced applications within our facilities, we gain exposure to emerging technologies. We believe this provides us with
unique visibility into future trends and bolsters our ability to plan for evolving needs.
Commitment to Sustainability
We believe that while data runs the planet, it should not ruin the planet. We were the only company recognized by Greenpeace in its
most recent Clicking Clean report (2017) as having a 100% clean energy index. Our energy index was higher than every other technology
company identified in the report, including Apple, Facebook, Google, Microsoft and Salesforce. Additionally, we were the only company in
the report to receive an “A” grade in all five categories measured by Greenpeace, and our overall “A” grade outperformed all of the other data
center operators, including Equinix, which received a clean energy index of 20% and a “B” grade, Digital Realty Trust, which received a clean
energy index of 21% and a “C” grade, and DuPont Fabros, which received a clean energy index of 7% and an “F” grade. We believe that
many technology and infrastructure companies, as well as their customers and clients, evaluate progress towards achieving clean energy
goals by reference to the company scorecards included in the Greenpeace report.
Through technological innovation, industry partnerships and public advocacy, we also support renewable energy production facilities.
While we are proud of our achievements in safeguarding the future of our planet, we believe our achievements in sustainability also drive
customer demand. More than ever, enterprises are searching for solutions to address their own clean energy goals. Deploying IT equipment
within a Switch data center helps our customers achieve their green energy objectives and reduce their carbon footprint.
Our Strong and Trusted Brand
Trust, innovation and perfection are hallmarks of the Switch brand.
We recognize the level of trust customers place in us to house and protect their IT equipment. We operate under the slogan “Truth in
Technology,” which embodies the notion that the product should be so amazing that nothing more than the truth is necessary to sell it. We
endeavor to further safeguard our customers’ trust by striving to deliver perfection in all that we do, and we are proud to have delivered 100%
uptime across all of our facilities. However, we are never satisfied, and we continually strive to innovate and deliver novel solutions for the
emerging challenges our customers face as technology and business needs evolve.
We have grown our customer base primarily through industry and customer referrals, and our customers tend to increase their
spending with us over time, demonstrating the power of our brand and the quality of our solutions.
Visionary and Experienced Leadership Underscored by a Culture of Innovation and Execution
Rob Roy is a serial “inventrepreneur” who is a recognized expert in advanced end-to-end solutions for mission-critical facilities. Rob
Roy first invented his design for the Switch MOD more than a decade ago and since then has added numerous inventions and corresponding
patent claims to the Switch portfolio. The designs of our data center facilities are protected by over 500 issued and pending patent claims.
Rob Roy has instilled in us the practice of “Switchful Thinking”— the state of constant willingness to change and adapt and to
produce the best solutions through innovation and invention. We were built and are led by a
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management team of technology futurists who believe that everything is possible through listening, intellectualizing, forming a plan and
executing.
We have a deep and experienced senior management team who collectively have over 150 years of experience at Switch and a
majority of whom have been with Switch for more than five years.
Our goal is to enable the current and future compute needs of our customers and to facilitate technological advancement through
smart and sustainable infrastructure solutions designed to support the most innovative technology ecosystems in the world. To accomplish
this, we plan to:
• Continue to Grow Our Existing Prime Campus Locations. During 2019, we operated The Core Campus, The Citadel Campus
and The Pyramid Campus in or near Las Vegas, Reno and Grand Rapids, respectively. These Primes currently encompass 11
data centers with an aggregate of up to 4.4 million GSF of space and up to 455 MW of power available to these facilities. We
plan to continue to expand these Primes and actively pursue additional customers with strategic fit for our ecosystem, as well as
sell additional solutions to existing customers. Each of our Primes has room for expansion.
• Expand into New Geographies in the United States. We opened The Keep Campus in Atlanta, Georgia during the first quarter
of 2020 to expand geographically into the southeast and mid-Atlantic United States. We believe this approach, combined with
our ability to deploy capital efficiently through our modular design, reduces the risks associated with our geographic expansion
and enhances the strategic value of our new locations.
• Leverage Our Unique Technology Ecosystem to Drive Interconnection Growth. Our ecosystem connects more than 950
customers, including over 250 cloud, IT and software providers and more than 90 network and telecommunications providers,
which creates an important hub for the Internet of Everything. We plan to support our customers’ interconnection needs by
continuing to increase our cross connect and external broadband offerings.
• Maintain and Extend Our Technological Leadership. We have a long history of innovation and are a dynamically inventive
organization. We plan to continue to invest in the development of new technologies in order to continue improving our standards
for security, availability and scalability. Additionally, we intend to leverage our patented technologies and designs to strategically
pursue new, adjacent market opportunities outside our core business. By leveraging our technology and leadership in data
center design, we believe we can solve new problems created by the rapid expansion of the internet, data storage and analytics.
• Pursue Strategic Partnerships. We may enter into strategic relationships with a variety of partners that contribute to our
business. For example, rather than simply offering our customers connectivity to public cloud environments, frequently referred to
as being an “on ramp” to the cloud, we may partner with public cloud providers to address that portion of their customers’ needs
that require higher density and reliability than is typically available from public cloud offerings. To facilitate these potential
partnerships, we plan to expand in locations alongside hyperscale cloud deployments enabling us to provide colocation for cloud
customers’ mission critical needs. In 2018, we entered into a partnership with a private cloud provider to deliver digital
transformation services to customers in our data centers.
Our Technology
Our Solution
We design, construct and operate hyperscale data centers that address the growing challenges facing the data center industry. Key
elements of our data centers include:
Modularly Optimized Design
The modular design of our data centers is enabled by our patented Switch MOD products. The Switch MOD architecture allows us to
build colocation data centers of various sizes by combining multiple Switch MODs into a single structure. For example, at The Core Campus,
each of our LAS VEGAS 8, LAS VEGAS 9, LAS VEGAS 10 and LAS VEGAS 11 facilities were constructed by combining multiple Switch
MODs. Combining Switch MODs allows for shared power sources and increased operational efficiency.
We can also build any of our Switch MODs in a single-user configuration. This provides an alternative to traditional colocation for
customers with large, dedicated compute and data storage needs. Regardless of whether
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they are used for colocation or single-user purposes, we design, manufacture and operate our Switch MODs to meet our proprietary Class
5™ Platinum standard.
The Switch POWER SPINE is an innovative adaptation allowing increased modularity in data center architecture. The Switch
POWER SPINE provides the structure and pathway to provision power from any power room to any cabinet within the data center. This
allows for the delivery of additional circuits to any cabinet over many years in an efficient and organized fashion. The POWER SPINE also
reduces construction costs by placing the overhead weight of the heavy power conduits on the concrete steel-reinforced slab on grade floor,
reducing the roof load and infrastructure needed to support that load. Placing the POWER SPINE on the grade floor also increases the
seismic integrity of the facility.
The Switch Power Distribution Units (“PDUs”) are part of our system-plus-system color-coded power components, which provide
modular power and allow the data center to deliver 100% power uptime.
Power Density and Cooling Capacity
One of the most significant challenges faced by traditional colocation facilities is the need to increase their power density and
cooling capacity to keep pace with the increases in IT equipment power requirements and heat exhaustion. Traditional data centers are
designed with a raised floor and internal Computer Room Air Conditioner (“CRAC”) units that take up valuable floor space. In these traditional
environments, the hot air exhausted by IT equipment blends with the cold air provided by the CRAC units, which causes the temperature to
rise. As customers add more equipment, the data center operator must install additional internal CRAC units. Customers in these traditional
data centers are required to leave portions of the cabinets empty to reduce the amount of heat coming out of the cabinet, which forces the
customer to buy additional space for their equipment to accommodate these cooling restrictions. We expect many traditional colocation
facilities will be required to attempt to retrofit their infrastructure, if possible, to accommodate the additional weight of denser cabinets and the
additional equipment necessary to power and cool those cabinets. Without these retrofitting changes, we believe these traditional colocation
facilities will not be able to accommodate the newer servers or the higher densities required by customers who want to run them.
We have developed patented technologies that have redefined data center space and cooling, allowing customers to deploy high
density and scalable IT architectures to support demanding and mission critical workloads. Our data centers are designed to enable us to
adapt to customers’ needs for increased power and densities without retrofitting our existing facilities. These technologies include:
• 100% Hot Aisle Containment Rows. We refer to our patented 100% Hot Aisle Containment Row technology as the Switch
Thermal Separate Compartment in Facility (“T-SCIF”) or the Chimney Pod. As depicted in the figure below, the T-SCIF (Chimney
Pod) creates a fully contained hot aisle between parallel rows of cabinets. The heat from the customers’ equipment exhausts
into the hot aisle, where it vents up into a hot-air plenum and out of the data center via extraction fans. Simultaneously, cold air
is released from the overhead vents in the cold room into the intakes of the IT equipment in the cabinets, which cools the
equipment. The exhausted hot air is never allowed to blend back into the cold room, which helps ensure that our customers’ IT
equipment operates in the correct environmental conditions. Using this cooling method, we are able to cool power levels that
significantly exceed those of traditional data centers. Our ability to support these increased densities enables our customers to
use and buy less cabinet space to house their equipment, which reduces the cost of their deployment. Similarly, the ability to
handle these increased densities allows us to deploy more power on less space, driving a higher return on capital.
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• Exterior Wall Penetrating Multi-Mode HVAC Units. We provide cooling to the T-SCIFs using our patented Exterior Wall
Penetrating Multi-Mode heating, ventilation and air conditioning (“HVAC”) units that we refer to as the TSC 500, TSC 600 and
TSC 1000. The units are attached to the exterior wall of the Switch MOD, which alleviates the cost of reinforcing the data center
floor or roof to support the weight of HVAC equipment, while also enabling complete segregation of hot and cold air in the data
center. The exterior location of our TSC units eliminates the need to bring water into the data center, frees up valuable IT space
for cabinet deployments and allows us to repair or replace any single TSC without disrupting the data center environment. Each
of our TSC 500, TSC 600 and TSC 1000 units can take advantage of multiple modes of cooling depending on the environment,
which enables us to construct facilities that can be cooled entirely without water. We believe this combination of cooling
methods makes our facilities the most efficient and resilient large-scale commercial data centers ever constructed.
• Hot and Cold Containment Segregation Structure. The Switch BLACK IRON FOREST is the framework that supports the
weight of the 100% Hot Aisle Containment Rows within a T-SCIF, the ceiling for the heat containment chamber, the power
delivery pathways for each uninterruptible power system (“UPS”) and cabinet system-plus-system PDU. This increases the
stability and integrity of our facilities by distributing all overhead weight to a concrete steel-reinforced slab on grade floor. This
structure is also connected horizontally across the facility, which increases the physical stability of the facility. In addition, this
structure’s thermal qualities help efficiently maintain the temperature within the data center because all of this metal gets cold
from all the cold air blowing on it all the time, and stays cold, radiating cold air through the room and helping to keep the room
cold.
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Resiliency
Another challenge faced by all data centers is the ability to assure customers that their IT equipment remains operational despite
utility power outages or other unplanned occurrences. Since the opening of our first colocation facility, we have delivered 100% uptime to our
customers. To accomplish this, we have implemented a tri-redundant design, consisting of three separate power systems with no single
points of failure. Additionally, each power system contains its own generators and UPSs. Effectively, one entire system can experience a
failure without our customers experiencing any downtime. Other proprietary elements that contribute to our resiliency include:
• Redundant Data Center Roofing System. Switch SHIELD is a patented system consisting of an inner roof and outer roof that
are separated by nine feet. Both roofs are solid steel, unpenetrated, watertight, airtight, and rated to withstand winds up to 200
miles per hour. If the outer roof is damaged, the inner roof still protects our customers’ IT equipment. Switch SHIELD mitigates
extreme weather conditions and, with its dual-roof architecture, allows the maintenance, repair or replacement of the roof
components while protecting the critical system operations of the data center below, even during a full roof replacement.
• Multi-System Power Containers. The Switch Power Optimized Delivery (“POD”) consists of a separate, color-coded, tri-
redundant system in a system-plus-system configuration. This tri-redundant design reinforces our mission-critical focus on
delivering 100% power uptime.
• Data Center Infrastructure Management System. The advanced infrastructure solutions that power, cool, connect and protect
our data centers are monitored and optimized with our Living Data Center (“LDC”) software. This Switch-developed and supported
software monitors all the critical infrastructure of the data center macro-environment and the micro-environments for each
customer. Our customers can securely access data pertaining to each of their deployments on a real-time basis as LDC
dynamically updates and displays information synthesized from thousands of sensors deployed throughout each facility.
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Our Campus Locations
As of December 31, 2019, we had the following Prime Campuses operating or under development at strategic locations in the United
States, encompassing 11 data centers and 4.4 million GSF of space:
• The Core Campus. The Core Campus in Las Vegas, Nevada, currently encompasses nine separate data centers with up to
approximately 2.3 million GSF of space and up to 315 MW of 100% renewable power available to these facilities. In the fourth
quarter of 2018, we opened one additional data center at The Core Campus, providing up to 340,000 GSF of additional space and
have up to 40 MW of 100% renewable power available to the facility. The Core Campus location offers approximately 5- and 6-
millisecond latencies to Southern California and Phoenix, respectively.
• The Citadel Campus. The Citadel Campus near Reno, Nevada, is designed to be the world’s largest data center campus. Our
first data center in The Citadel Campus, which we believe will be the largest data center in the world upon completion, opened in
November 2016. This data center is designed to include up to approximately 1.4 million GSF of space and have up to 130 MW of
100% renewable power available to the facility. We have plans to build seven additional data centers at The Citadel Campus that
will provide up to 5.9 million GSF of additional space and have up to 520 MW of 100% renewable power available to the facilities.
The Citadel Campus location offers approximately 4-millisecond latency to Northern California.
• The Pyramid Campus. The Pyramid Campus is our Northeastern Prime and is located in Grand Rapids, Michigan. It was
designed to be the largest data center campus in the eastern United States. The first data center space became available in the
Switch Pyramid, an adaptive reuse of the former Steelcase Pyramid, in June 2016. The Switch Pyramid is designed to include
up to 220,000 GSF of data center floorspace and have up to 10 MW of 100% renewable power available to the facility. The
Pyramid Campus is planned to include up to two additional data centers that will provide up to approximately 940,000 GSF of
additional space and have up to 100 MW of 100% renewable power available to the facilities. We expect to construct these
facilities as necessary to meet customer demand. In addition to serving the Michigan market, The Pyramid Campus location
offers approximately 4-millisecond latency to Chicago.
• The Keep Campus. The Keep Campus is our Southeastern Prime located in Atlanta, Georgia. We began construction of the
campus in the fourth quarter of 2017 and our first data center opened during the first quarter of 2020. This data center is designed
to include up to approximately 310,000 GSF of space and have up to 35 MW of 100% renewable power available to the facility.
The Keep Campus is planned to include additional data centers that will provide up to approximately 790,000 GSF of additional
space and have up to 75 MW of 100% renewable power available to the facilities.
The Core Campus and The Citadel Campus are connected through a fiber network known as the Switch SUPERLOOP. The Switch
SUPERLOOP gives customers the advantages of a highly available yet low latency fiber network in close proximity to the major markets of
California, but without the high taxes, the high cost of power or the high risk of natural disasters associated with California. The latency
between The Core Campus and The Citadel Campus locations is approximately 7 milliseconds using the Nevada portion of the
SUPERLOOP. This connectivity enables customers to deploy mission-critical infrastructure and workloads in a large active-active data center
configuration. It also provides geographical redundancy of data center deployments while staying within Nevada’s tax-advantaged business
climate. Through our carrier partners, the Switch SUPERLOOP location also provides approximately 4-millisecond connectivity from The
Citadel Campus to the Bay Area and approximately 5-millisecond connectivity from The Core Campus to Southern California (round trip).
We carefully chose the locations of our U.S. campuses based on characteristics that we believed would help drive resiliency,
performance and cost efficiencies for our customers. Our Prime campus locations are located in areas with low natural disaster risk. For
example, the state of Nevada boasts the lowest natural disaster rating in the Western United States. Additionally, each of these locations
offers favorable tax and economic development policies that provide zero or low-tax environments for our customers to deploy IT equipment.
While all of our locations offer a lower-cost source of 100% renewable power, there are additional efficiency advantages. For example, the
Nevada climate is characterized by low humidity and relatively stable temperatures for most of the year. This improves cooling efficiencies
and reduces power consumption. We own most of our facilities, and where the land and shell are not owned, we hold long-term leases on
those assets.
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In addition to our Primes, SUPERNAP International has deployed facilities in Italy and Thailand that collectively provide up to
approximately 904,000 GSF of space, with up to 100 MW of power available to the facilities.
Our Platform Has Powerful Network Effects and Nurtures a Rich Technology Ecosystem
Our technology infrastructure platform supports a dynamic technology ecosystem bringing together enterprises and service providers,
including cloud and managed services providers and telecommunications carriers. Participants benefit from the proximity to these service
providers, customers and collaborators. Our platform and our ecosystem have independent but synergistic self-proliferating network effects
that benefit participants as we continue to innovate, our platform evolves and our ecosystem grows.
As we continue to improve and enhance our technology, we believe our customer value proposition grows stronger. In turn, our ability
to deliver increasing value to our customers attracts new customers and encourages existing customers to grow with us.
Our Technology Ecosystem Creates Significant Value and Has Powerful Network Effects
Our hyperscale data centers are akin to a large and dynamic digital city, which is home to a wide variety of technology citizens.
These citizens engage in commerce with each other and collaborate to enhance their offerings to the world in general. All benefit from the
density of our facilities, the proximity to each other and the opportunity to interact in a safe, secure and stable environment. Our ecosystem
includes numerous enterprises from a wide variety of business segments, many of which are operating their most dense deployments and
hosting mission-critical data and applications. These enterprises attract other participants within the ecosystem, such as cloud platform
providers, managed services providers and telecommunications carriers that we refer to collectively as ecosystem service providers.
In turn, the presence of these ecosystem service providers attracts other new enterprise customers seeking to collaborate with our
ecosystem service providers. This further differentiates our ecosystem by increasing customer diversity and the range of mission-critical
applications run within a single campus. We proactively foster an environment where technology companies can connect and innovate on
various projects, which further increases participation in the ecosystem.
The powerful Switch technology ecosystem creates value for our enterprise customers, such as:
• Telecommunications Purchasing. The scale of our campuses attracts a robust network of telecommunications carriers to
our facilities that is mutually beneficial to our customers and the carriers. The size and diversity of customers in our campuses
generate significant demand for connectivity, while at the same time providing a cost effective entry point for carriers. Switch can
fit a significantly larger number of customers into each data center campus, therefore on-net telecommunications carriers can
sell large quantities of services to this ecosystem of customers. Our CORE purchasing cooperative aggregates the buying power
of our customers, enabling us to provide significant cost-savings on connectivity, while also maintaining a flexible and expansive
carrier partner ecosystem from which our customers can choose. Customers can use CORE to acquire connectivity services
outside of our campuses.
• Service Provider Access. Our Switch CLOUD ecosystem provides our customers with direct access to more than 250 cloud,
IT and software providers and the flexibility to leverage the right mix of on- and off-premise public and private cloud services. By
establishing these connections within our facility, our customers enjoy low-latency, highly secure and flexible access to multiple
cloud providers to meet their unique business requirements.
•
Interconnectivity. Our ecosystem connects more than 950 customers, including over 250 cloud, IT and software providers and
more than 90 network and telecommunications providers, which enhances our customers’ ability to inter- and cross-connect. The
ability for customers to privately interconnect has many benefits including reducing costs, optimizing performance and satisfying
regulatory requirements. Interconnecting within our data center allows customers to avoid the expense associated with long-haul
dedicated connectivity and provides reduced latency and higher availability. By cross-connecting within our facilities, regulated
entities can avoid the need to exchange traffic over the internet, thereby satisfying regulatory security requirements in a more
cost-efficient manner.
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• Collaborative Innovation. Our dedicated sales team is driven to help our customers connect, innovate and develop
technologies of the future and actively works to foster collaboration amongst our ecosystem participants. Our sales force is
empowered and encouraged to build positive relationships and foster interaction between our customers on a platform grounded
in truth. This is part of our Truth in Technology commitment.
Our technology ecosystem also creates intrinsic value for us, such as:
• Visibility into Future Technologies. Our customers run some of their most mission-critical and advanced applications in our
hyperscale facilities and our exposure to that technology gives us unique visibility into future trends and allows us to plan for
future needs.
• Lower Customer Acquisition Costs. Our ecosystem attracts customers. This natural and self-reinforcing phenomenon
results in less time and money spent acquiring customers.
• Customer Loyalty. Our ecosystem helps support our strong customer value proposition, which in turn creates customer
loyalty. We believe this loyalty is evidenced by our low annual churn rate, which averaged approximately 0.6% over the three
years ended December 31, 2019 and 0.6% for the year ended December 31, 2019. Additionally, our customers regularly expand
their deployments within our facilities. For example, approximately 62% of the increase in revenue for the year ended December
31, 2019 was attributable to growth from existing customers, while the remaining 38% of the increase in revenue was attributable
to new customers initiating service after December 31, 2018.
Our Customer Scale and Density allows us to offer Collaborative Services
As our platform and customer base continues to expand, we continue to realize growing efficiencies and benefits of scale at each of
our Primes. Our large and growing customer base within each Prime has provided us with the economies of scale necessary to provide our
customers valuable ancillary services, such as Switch CONNECT and Switch SAFE.
• Switch CONNECT. Switch CONNECT provides telecommunications audit and agency services that help our customers
evaluate network needs and purchase substantially discounted telecommunications services through CORE, our purchasing
cooperative. CORE aggregates the buying power of the over $8 trillion combined market capitalization of the customers in our
ecosystem. Our Switch CONNECT team has achieved savings in excess of 50% for our customers compared with their previous
telecommunications spend.
• Switch SAFE. Switch SAFE provides our customers with a large scale, always-on distributed denial of service (D/DoS) attack
mitigation platform. We work with customers to understand attack profiles and configure networks to respond to the evolving
threat landscape. Switch SAFE is capable of managing attacks of up to 300 gigabits-per-second and 220 million packets-per-
second from a single device, allowing our customers to keep their mission critical services up and running.
Our customer density results in a multiplicity of technology enterprises in the same location, which creates a powerful environment
for both our enterprise customers and our ecosystem service providers. We believe these customer densities and volumes enable our
ecosystem service providers to earn a desirable return on their capital investment, even with the discounted rates we negotiate on behalf of
our customers.
These collaborative services create even greater value for our customers and ecosystem service providers alike, creating a self-
reinforcing feedback loop.
Our Customers
We 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 customer base is meaningfully diversified across
key industries, including approximately 26% in cloud, IT and software, 18% in retail and consumer goods, 15% in digital media and
entertainment, 12% in financial, and 8% in network and telecommunications as of December 31, 2019. In each of these industries we have
marquee customers who have grown with us over time. We believe that we have a significant opportunity to both grow penetration of existing
customers as well as attract new customers. For the years ended December 31, 2019 and
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2018, our top 10 customers accounted for approximately 36.5% and 36.3% of revenue, respectively, and only one customer, eBay, Inc. and
its affiliates, accounted for more than 10% of revenue during each year.
We provide our customers with a consistent experience and high level of service at low cost, which enables us to maintain one of the
lowest churn rates in the industry and the lowest of any publicly reporting data center company that reports churn rate metrics. From 2017 to
2019, our annual churn rate averaged 0.6%. Our early customers remain loyal to us today.
Sustainability
Since January 1, 2016, we have powered all of our U.S. data centers with 100% clean and renewable energy. We are the largest
data center operator in the United States to be 100% renewably powered, and we support local and new renewable facilities. We have
successfully accomplished this goal through a combination of technological innovation, capital investment, industry partnerships and public
advocacy. Many of our customers and potential customers are looking for ways to achieve their “green” goals and reach desired levels of
sustainability, which other colocation solutions cannot provide. By locating their IT equipment with us, they are able to advance on those
goals and improve on their current level of sustainability. Elements of our sustainability efforts include the following:
• Clicking Clean Scorecard. In recognition of our efforts, Greenpeace awarded us “A” grades in all five categories measured by
Greenpeace in its most recent Clicking Clean Company Scorecard (2017). We were the only company in the United States that
received all “A” grades, and we were recognized as the leader among colocation data centers evaluated in the study. We believe
that many technology and infrastructure companies, as well as their customers and clients, evaluate progress towards achieving
“clean energy” goals by reference to the company scorecards included in this report.
• Leading Power and Cooling Efficiency. Our technology results in significant efficiencies enabling annual Power Usage
Effectiveness (“PUE”) of 1.28. We do not believe other colocation data center providers are able to maintain such a low PUE
while simultaneously allowing customers to operate at very high power densities. We accomplish all of this without
compromising our adherence to industry best standards. Our facilities are 100% green and operate at a level that exceeds the
standards of IEEE, ANSI, ASHRAE, 24/7, ISO 9001, SAS 70/SSAE-16, BICSI and the Green Grid Association.
• Supporting New and Local Solar. In 2016, we partnered with the local Nevada utility to construct Switch Station 1 and
Switch Station 2, which are two solar power stations in Las Vegas, Nevada having a combined 179 MW of nameplate capacity.
In 2019, we also partnered with Capital Dynamics in the construction of “Gigawatt 1,” the single largest solar project portfolio in
the United States. We have secured long-term power purchase and sale agreements under a solar project part of Gigawatt 1 with
180 MW of nameplate capacity and a 90 MW energy storage facility, which are expected to commence during 2022.
• Energy Market Direct Access. We were the first entity since 2005 to seek the right to unbundle from the electric monopoly in
Nevada. By leaving the monopoly and being able to purchase power from the broader electric market, we have greater freedom to
control the energy we use, including the ability to lock in our commodity pricing for longer periods, purchase renewable energy
from economical resources and effectuate broader national policy change. Since June 1, 2017, we have been buying our power
directly from the national market, as opposed to buying it from the incumbent electrical power utility. We have seen savings from
this direct national energy market participation.
Our Values
Our core values govern how every Switch employee executes on our mission to power the sustainable growth of the connected world
and include:
• Truth in Technology. Our customers place a significant level of trust in us to provide them the best technology solutions for
their business.
• Sustainable by Design. Sustainably running the internet has been a core value since our founding. Our commitment does not
stop there. We thoughtfully pursue the advancement of new, innovative policies that expand access to smart water, clean energy
and the technological advances that are changing the way the world is powered. We focus on sustainability on multiple levels
and have adopted internal policies focused on reducing plastic bottle waste, utilizing biodegradable tableware and recycling.
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• Committing to Our Communities through Economic Development. We believe in building strong communities wherever
we operate. We drive and will continue to push economic development through the creation of Rob Roy’s InNEVation Centers.
The centers were created to support the New Nevada Initiative. We like to say that we take the “no” out of innovation. These
economic hubs support startups, growups and our customers in collaborating with non-profits, educators, community and
thought leaders and “inNEVators” of all shapes and sizes to engage with each other and drive economic results in the
communities in which we operate.
• Leading the Industry and beyond in Gender Equality and Veteran Placement. We believe our workforce is richly diverse in
its total composition at all levels and outpaces our industry in the number of women executives. Women hold high-level technical
positions throughout our company, including chief responsibility for construction, information and solutions architecture, branding
and customer operations. Veterans provide another critical backbone of our workforce. We honor their service and actively recruit
veterans to our mission-critical environment. Through our Switch University, we have pioneered strategic partnerships with
community colleges to develop a work force that is prepared for the careers that run the Internet of Everything in our data
centers.
• Supporting Interdisciplinary Education Blending Technology and the Arts. We believe that combining education,
technology and the arts creates a powerful platform for the future of our country and its market competitiveness. We have
collaborated with universities to bring about improvements in research through our donations of supercomputers and connectivity
to help accelerate their standing in the critical world of higher education research. We are also passionate about funding
programs that build school gardens to connect youth to science through hands-on experiential learning. We bring financial
commitment and thought leadership to preparing the next generation of whole-mind thinkers through an unwavering commitment
to interdisciplinary Science, Technology, Engineering, the Arts and Mathematics (STEAM) education programs in Nevada,
Michigan, Georgia and in any state where we operate. Switch proudly supports First Robotics winning teams in Nevada and
Michigan, the STEAM Education Village at Art Prize in Grand Rapids, the Nevada Museum of the Arts STEAM School, and the
Smith Center for Performing Arts STEAM Programs. We believe that the best creative problem solvers who can integrate form
and function with equal mastery through science, technology, engineering, arts and math education platforms will run the internet
of absolutely everything with both form and function in mind.
• Karma: Our culture is grounded in the philosophy of doing the right thing. Innovation, detail and excellence drives
everything from the interior architecture of our environments to our delivery of 100% uptime. We do it all with dedication to
providing world-renowned facilities, superior service for our customers, the best working experience in the industry, true
technology leadership and deep caring for the communities where we operate and the planet where we live. Our logo mark was
designed to put the power of karma at the center of our company. We believe that if you put good energy out, you will get good
energy back.
Sales and Marketing
Our sales strategy is built around “Truth in Technology.” Our team works closely with each customer to identify that customer’s
needs and to design a solution tailored to meet those needs. They also help to integrate each customer into our ecosystem, which provides
access to Switch Connect and Switch Cloud and potentially the ability to connect directly with their existing and potential customers. Many
of our customers encourage their customers, suppliers and business partners to place IT equipment in our data centers, which has created a
network effect resulting in additional customer acquisitions. In addition, large network providers, cloud providers or managed services
providers may refer customers to us as part of their total customer solution. These processes have resulted in significant customer growth
with limited spend on sales and marketing. Selling and marketing expenses include sales and marketing labor costs, direct branding and
selling expenses, as well as administrative and travel and entertainment expenses for our marketing and sales departments. Selling and
marketing expenses exclude sponsorships, contributions and lobbying expenses.
We use a direct sales force and selected partner relationships to market our offerings to global enterprises, content providers,
financial companies and mobile and network service providers. We have a robust colocation sales team who combined offer over 50 years of
experience as members of our team. Our culture is one which fosters a team environment and allows our sales representatives to offer the
customer the solution they need without artificial sales pressure. We believe that the strength of our product and market reputation are the
biggest reasons for increased sales activity.
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To support our sales efforts and to promote our brand proactively, we have active and experienced branding and marketing teams.
Our marketing strategies include active public relations and ongoing customer communications programs. We also regularly measure
customer satisfaction levels and host key customer forums to identify and address customer needs. We believe our brand is one of our most
valuable assets, and we strive to build recognition through our website, external blog and social media channels, by sponsoring or leading
industry technical forums, by participating in internet industry standard-setting bodies and through advertising and online campaigns.
Competition
We offer a broad range of data center services and, as a result, we may compete with a wide range of data center service providers
for some or all of the services we offer. We face competition from numerous developers, owners and operators in the data center industry,
including managed services providers and real estate investment trusts (“REITs”) such as CoreSite Realty Corporation, CyrusOne Inc., Digital
Realty Trust, Inc., Equinix, Inc. and QTS Realty Trust, Inc., some of which own or lease data centers, or may do so in the future, in markets
in which our properties are located. Additionally, we are aware of other companies that may compete against us in various geographies or
that may be developing additional data center capabilities to compete with us. Our current and future competitors may vary by size and
service offerings and geographic presence.
Competition is primarily centered on reputation and track record, quality and availability of data center space, quality of service,
technical expertise, security, reliability, functionality, geographic coverage, financial strength and price. Some of our current and future
competitors may have greater brand recognition, longer operating histories, stronger marketing, technical and financial resources and access
to less expensive power than we do. As a result, some of our competitors may be able to:
• offer space at prices below current market rates or below the prices we currently charge our customers;
• bundle colocation services with other services or equipment they provide at reduced prices;
• develop superior products or services, gain greater market acceptance and expand their service offerings more efficiently or
rapidly;
• adapt to new or emerging technologies and changes in customer requirements more quickly;
•
take advantage of acquisition and other opportunities more readily; and
• adopt more aggressive pricing policies and devote greater resources to the promotion, marketing and sales of their services.
We operate in a competitive market and we face pricing pressure for our services. Prices for our services are affected by a variety of
factors, including supply and demand conditions and pricing pressures from our competitors. We may be required to lower our prices to
remain competitive, which may decrease our margins and adversely affect our business prospects, financial condition and results of
operations.
Employees
As of December 31, 2019, we had 789 employees. We collaborate with the local unions where applicable, such as construction and
the trades; however, none of our direct employees are represented by a labor union or covered by a collective bargaining agreement. We
believe our employee relations are good and we have not experienced any work stoppages.
Regulation
General
Data centers in our markets are subject to various laws, ordinances and regulations. We believe that each of our properties has the
necessary permits and approvals for us to operate our business.
Americans with Disabilities Act
Our properties must comply with Title III of the Americans with Disabilities Act of 1990 (the “ADA”) to the extent that such properties
are “public accommodations” or “commercial facilities” as defined by the ADA. The ADA may require, for example, removal of structural
barriers to access by persons with disabilities in certain public areas of our properties where such removal is readily achievable. We believe
that our properties are in substantial
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compliance with the ADA and that we will not be required to make substantial capital expenditures to address the requirements of the ADA.
However, noncompliance with the ADA could result in imposition of fines or an award of damages to private litigants. The obligation to make
readily achievable accommodations is an ongoing one, and we will continue to assess our properties and to make alterations as appropriate
in this respect.
Environmental Matters
We are required to obtain a number of permits from various government agencies to construct a data center facility, including the
customary zoning, land use and related permits, and are also subject to laws and regulations relating to the protection of the environment,
the storage, management and disposal of hazardous materials, emissions to air and discharges to water, the cleanup of contaminated sites
and health and safety matters. These include various regulations promulgated by the Environmental Protection Agency and other federal,
state and local regulatory agencies and legislative bodies relating to our operations, including those involving power generators, batteries, and
fuel storage to support colocation infrastructure. While we believe that our operations are in substantial compliance with environmental, health
and human safety laws and regulations, as an owner or operator of property and in connection with the current and historical use of
hazardous materials and other operations at its sites, we could incur significant costs, including fines, penalties and other sanctions, cleanup
costs and third-party claims for property damages or personal injuries, as a result of violations of or liabilities under environmental laws and
regulations. Fuel storage tanks are present at many of our properties, and if releases were to occur, we may be liable for the costs of
cleaning up resulting contamination. Some of our sites also have a history of previous commercial operations, including past underground
storage tanks.
Some of the properties may contain asbestos-containing building materials. Environmental laws require that asbestos-containing
building materials be properly managed and maintained, and may impose fines and penalties on building owners or operators for failure to
comply with these requirements.
Environmental consultants have conducted, as appropriate, Phase I or similar non-intrusive environmental site assessments on
recently acquired properties and if appropriate, additional environmental inquiries and assessments on recently acquired properties.
Nonetheless, we may acquire or develop sites in the future with unknown environmental conditions from historical operations. Although we
are not aware of any sites at which we currently have material remedial obligations, the imposition of remedial obligations as a result of spill
or the discovery of contaminants in the future could result in significant additional costs to us.
Our operations also require us to obtain permits and/or other governmental approvals and to develop response plans in connection
with the use of our generators or other operations. These requirements could restrict our operations or delay the development of data centers
in the future. In addition, from time to time, federal, state or local government regulators enact new or revise existing legislation or regulations
that could affect us, either beneficially or adversely. As a result, we could incur significant costs in complying with environmental laws or
regulations that are promulgated in the future.
Intellectual Property
Intellectual property is an important aspect of our business, and we actively seek protection for our intellectual property. To establish
and protect our proprietary rights, we rely upon a combination of patent, trade secret, trademark and copyright laws. We also utilize
contractual means such as confidentiality agreements, licenses and intellectual property assignment agreements. We maintain a robust
policy requiring our employees, contractors, consultants and other third parties to enter into confidentiality and proprietary rights agreements
to control access to our proprietary information. These laws, procedures and restrictions provide only limited protection, and any of our
intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated. Furthermore, the laws of certain
countries do not protect proprietary rights to the same extent as the laws of the United States, and we therefore may be unable to protect our
proprietary technology in certain jurisdictions.
As of December 31, 2019, we have 22 granted or allowed U.S. patents and patent applications by the United States Patent and
Trademark Office comprising 379 granted or allowed claims. We also have 22 pending U.S. patent applications comprising 312 patent
pending claims. The first of our patents begin expiring on or around June 13, 2028 subject to our ability to extend the term under applicable
law. In addition to capturing additional innovations and inventions generated by us, we continually review our development efforts to assess
the existence and patentability of new intellectual property. We actively pursue the registration of our domain names, trademarks and service
marks in the United States, including new generic top-level domains, and in certain locations outside the United States. To protect our brand,
we file trademark registrations in some international jurisdictions, and
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actively monitor online activities of others. As of December 31, 2019, we also had more than 190 trademark class registrations, more than
235 trademark class applications for more than 430 trademarks in the United States, and over 50 pending and registered trademarks in
foreign countries. We have also registered more than 1,050 domain names, including www.switch.com, www.switch.net, and www.switch.org.
We have engaged in limited licensing of our intellectual property and there is the potential to further monetize our intellectual property
in this manner in the future. Currently, we deploy our intellectual property for our own benefit and leverage our registrations to prevent mimicry
by others.
Our Portfolio
The following chart provides various metrics relative to our portfolio as of December 31, 2019:
Campus(1)
The Core Campus(5)
Current: 9 Facilities(6)
The Citadel Campus
Current: TAHOE RENO 1
Future: 7 Facilities
Year
Operational
Gross Square
Feet (up to)(2)
Utilization % - By
Campus(3)
Utilization % - By
Open Sector(3)
Power Capacity
(up to)(4)
2003-2019
2,340,000
90%
94%
315 MW
2016
2021+
1,360,000
5,890,000
44%
75%
130 MW
520 MW
The Pyramid Campus
Current: Switch PYRAMID
2016
430,000
(Office)
220,000
(Data Center)
58%
97%
10 MW
Future: 2 Facilities
2021+
940,000
The Keep Campus
Future(7)
U.S. Total (Current)
U.S. Total (Future)
________________________________________
(1)
2020+
1,100,000
4,350,000
7,930,000
(2)
(3)
(4)
(5)
(6)
(7)
SUPERNAP International has also deployed two additional data centers in Milan, Italy and Bangkok, Thailand that collectively provide up to approximately
904,000 GSF of space, with up to 100 MW of power available to these facilities. We hold a 50% ownership interest in SUPERNAP International.
Estimated square footage of all enclosed space at full build out.
Utilization numbers are based on available cabinets. The Citadel Campus and The Pyramid Campus opened in the second half of 2016 and are in the first phase
of development. Additional capital investment will be required to reach full build out.
Defined as total power delivered to the data center at full build out.
We lease a data center building and the underlying land for three of our data centers at The Core Campus that have non-cancellable terms expiring through
2066.
Current facilities at The Core Campus include LAS VEGAS 2, LAS VEGAS 4, LAS VEGAS 5, LAS VEGAS 7, LAS VEGAS 8, LAS VEGAS 9, LAS VEGAS 10,
LAS VEGAS 11 and LAS VEGAS 12.
Our first data center in The Keep Campus opened during the first quarter of 2020. This data center is designed to include up to approximately 310,000 GSF of
space and have up to 35 MW of 100% renewable power available to the facility.
Organizational Structure and Corporate Information
Switch, Inc. is a Nevada corporation formed on June 13, 2017 in connection with our IPO. We are a holding company and our
principal asset is our equity interest in Switch, Ltd. Our principal executive offices are located at 7135 S. Decatur Boulevard, Las Vegas,
Nevada 89118, and our telephone number is (702) 444-4111. Our website address is www.switch.com.
As of December 31, 2019, we owned 37.8% of Switch, Ltd. and the noncontrolling interest holders owned the remaining 62.2% of
Switch, Ltd.
Switch, Inc. | 2019 Form 10-K | 16
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110 MW
455 MW
730 MW
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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 of comprehensive income (loss), representing the portion of net income or loss and comprehensive income or loss attributable to
the other members of Switch, Ltd.
Additional Information
We make available free of charge on our website at investors.switch.com our Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K, Proxy Statements on Schedule 14A and amendments to those materials filed or furnished
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably
practicable after we electronically file such materials with, or furnish it to the Securities and Exchange Commission (“SEC”). The information
found on, or otherwise accessible through, our website is not incorporated by reference into, nor does it form a part of, this Form 10-K, or any
other document that we file with the SEC.
Item 1A. Risk Factors.
Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described
below, together with all of the other information included in this Form 10-K, including “Management’s Discussion and Analysis of the Financial
Condition and Results of Operations” and the consolidated financial statements and the related notes. We cannot assure you that any of the
events discussed below will not occur. Our business, financial condition and results of operations could be materially and adversely affected
by any of these risks or uncertainties. In that case, the trading price of our Class A common stock could decline, and you may lose all or
part of your investment. All forward-looking statements made by us or on our behalf are qualified by the risks described below.
A slowdown in the demand for data center resources and other market and economic conditions could have a material adverse
effect on us.
Adverse developments in the data center market or in the industries in which our customers operate could lead to a decrease in the demand
for data center resources, which could have a material adverse effect on us. We face risks including:
Risks Related to Our Business
• a decline in the technology industry, such as a decrease in the use of mobile or web-based commerce, business layoffs or
downsizing, relocation of businesses, increased costs of complying with existing or new government regulations and
other factors;
• a slowdown in the growth of the Internet generally as a medium for commerce and communication;
• a downturn in the market for data center space generally, which could be caused by an oversupply of or reduced demand for data
center space;
• any transition by our customers of data center storage from third-party providers like us to customer-owned and operated
facilities;
•
•
•
the rapid development of new technologies or the adoption of new industry standards that render our or our customers’ current
products and services obsolete or unmarketable and, in the case of our customers, that contribute to a downturn in their
businesses, increasing the likelihood of a default under their service agreements or that they become insolvent;
the migration from colocation data centers to the public cloud; and
technological advancements that result in less data center space being required.
To the extent that any of these or other adverse conditions occurs, they are likely to impact market demand and pricing for our services.
Additionally, we and our customers 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.
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Any inability to manage our growth could disrupt our business and reduce our profitability.
We have experienced significant growth in recent years. Our annual revenue grew from $265.9 million in 2015 to $462.3 million in 2019. Our
rapid growth has placed, and will continue to place, significant demands on our management and our administrative, operational and financial
systems. Continued expansion increases the challenges we face in:
• managing a large and growing customer base;
• obtaining suitable land to build new data centers;
• establishing new operations at additional data centers and maintaining efficient use of the data center facilities we operate;
• expanding our service portfolio to cover a wider range of services;
• creating and capitalizing on economies of scale;
• obtaining additional capital to meet our future capital needs;
•
recruiting, training and retaining a sufficient number of skilled technical, sales and management personnel;
• maintaining effective oversight over personnel and multiple data center locations;
• coordinating work among sites and project teams; and
• developing and improving our internal systems, particularly for managing our continually expanding business operations.
If we fail to manage the growth of our operations effectively, our businesses and prospects may be materially and adversely affected.
Our operating results may fluctuate.
We have experienced fluctuations in our results of operations on a quarterly and annual basis. The fluctuations in our operating results may
cause the market price of our Class A common stock to be volatile. We may experience significant fluctuations in our operating results in the
foreseeable future due to a variety of factors, including:
•
the timing and magnitude of depreciation and interest expense or other expenses related to the acquisition, purchase or
construction of additional data centers or the upgrade of existing data centers;
• demand for space, power and services at our data centers;
• changes in general economic conditions, such as an economic downturn, or specific market conditions in the
telecommunications and internet industries, both of which may have an impact on our customer base;
•
•
the duration of the sales cycle for our business offerings;
the timing and logistics required for customer implementation of new programs such as our hybrid cloud solution;
• acquisitions or dispositions we may make or be a part of;
•
•
•
•
the financial condition and credit risk of our customers;
the provision of customer discounts and credits;
the mix of current and proposed products and offerings and the gross margins associated with our products and offerings;
the timing required for new and future data centers to open or become fully utilized;
• competition in the markets in which we operate;
• conditions related to international operations;
•
•
increasing repair and maintenance expenses in connection with our data centers;
lack of available capacity in our existing data centers to generate new revenue or delays in opening new or acquired data centers
that delay our ability to generate new revenue in markets which have otherwise reached capacity;
Switch, Inc. | 2019 Form 10-K | 18
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•
the timing and magnitude of other operating expenses, including taxes, expenses related to the expansion of sales, marketing,
operations and acquisitions, if any, of complementary businesses and assets;
•
the cost and availability of adequate public utilities, including power;
• changes in employee stock-based compensation;
• overall inflation;
•
increasing interest expense due to any increases in interest rates and/or potential additional debt financings;
• changes in our tax planning strategies or failure to realize anticipated benefits from such strategies;
• changes in income tax benefit or expense; and
• changes in or new accounting principles generally accepted in the United States (“GAAP”) as periodically released by the
Financial Accounting Standards Board.
Any of the foregoing factors, or other factors discussed elsewhere in this report, could have a material adverse effect on our business, results
of operations and financial condition. Although we have experienced recent revenue growth, this growth rate is not necessarily indicative of
future operating results. We may not be able to generate net income on a quarterly or annual basis in the future. In addition, a relatively large
portion of our expenses is fixed in the short term, particularly with respect to lease and personnel expenses, depreciation and amortization
and interest expenses. Therefore, our results of operations are particularly sensitive to fluctuations in revenue. As such, comparisons to prior
reporting periods should not be relied upon as indications of our future performance, and our results of operations for any quarter may not be
indicative of the results that may be achieved for a full fiscal year. In addition, our operating results in one or more reporting periods may fail
to meet the expectations of securities analysts or investors.
The data center business is capital-intensive, and our capacity to generate capital may be insufficient to meet our anticipated capital
requirements. Failure to obtain the necessary capital when needed may force us to delay, limit or terminate our expansion efforts or
other operations.
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.
Moreover, the anticipated demand may not materialize and we could be left with over-capacity. In addition, we may encounter development
delays, excess development costs, or delays in developing space for our customers. Moreover, the costs of constructing, developing,
operating and maintaining data centers and growing our operations may increase in the future, which may make it more difficult for us to
expand our business and to operate our data centers profitably. We are required to fund the costs of constructing, developing, operating and
maintaining our data centers and growing our operations with cash. We may also need to raise additional funds through equity or debt
financings in the future in order to meet our operating and capital needs. Additional debt or equity financing may not be available when
needed or, if available, may not be available on satisfactory terms. Our access to external sources of capital depends, in part, on general
economic and financial market conditions, the market’s perception of our growth potential, our then current debt level, our historical and
expected future earnings, cash flow and cash distributions and the market price per share of our common stock. In addition, our ability to
access additional capital may be limited by the terms of our existing indebtedness. Our inability to generate sufficient cash from operations
or to obtain additional debt or equity financing may require us to prioritize projects or curtail capital expenditures and could adversely affect
our results of operations. If we cannot generate sufficient capital to meet our anticipated capital requirements, our financial condition,
business expansion and future prospects could be materially and adversely affected.
If we raise additional funds through further issuances of equity or equity-linked securities, our existing stockholders could suffer significant
dilution in their percentage ownership of our company, and any new equity securities we issue could have rights, preferences and privileges
senior to those of holders of our Class A common stock. In addition, any debt financing that we may obtain in the future could have restrictive
covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain
additional capital and to pursue business opportunities, including potential acquisitions.
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Our success depends on our ability to license the space in our existing data centers. The failure to license the space in our data
centers may harm our growth prospects, future business, financial condition and results of operations.
Our growth depends on our ability to license the space in our existing data centers. We may not be able to attract customers for the space
in our data centers for a number of reasons, including if we:
•
fail to provide competitive pricing terms;
• provide space that is deemed by existing and potential customers to be inferior to those of our competitors, based on factors,
including available power, preferred design features, security considerations, location and connectivity; or
• are unable to provide services that our existing and potential customers desire.
If we are unable to license available space on a timely basis or at favorable pricing terms, it could have a material adverse effect on our
business, results of operations and growth prospects.
We face risks associated with having a long selling and implementation cycle for our services that requires us to make significant
time and resource commitments prior to recognizing revenue for those services.
We often have a long selling cycle for our largest transactions, which can range from a few months to up to a year or more. This can require
our customers and us to invest significant capital, human resources and time prior to receiving any revenue. A customer’s decision to utilize
our colocation services or our other services often involves time-consuming contract negotiations and substantial due diligence on the part of
the customer regarding the adequacy of our infrastructure and attractiveness of our resources and services. Macroeconomic conditions,
including economic and market downturns, may further impact this long sales cycle by making it difficult for customers to accurately forecast
and plan future business activities. This could cause customers to slow spending or delay decision-making on our products and services,
which would delay and lengthen our sales cycle. Furthermore, we may expend significant time and resources in pursuing a particular sale or
customer, and we do not recognize revenue for our services until we provide the services under the terms of the applicable contract. Our
efforts in pursuing a particular sale or customer may not be successful, and we may not always have sufficient capital on hand to satisfy our
working capital needs between the date on which we sign an agreement with a new customer and when we first receive revenue for services
delivered to the customer. If our efforts in pursuing sales and customers are unsuccessful, or our cash on hand is insufficient to cover our
working capital needs over the course of our long selling cycle, our financial condition could be negatively affected.
Our outstanding indebtedness may limit our operational and financial flexibility.
As of December 31, 2019, we had total indebtedness of $751.4 million under our credit facilities (net of debt issuance costs) and we had
$330.0 million in availability under our revolving credit facility. Our leveraged position could have important consequences, including:
•
•
•
•
impairing our ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate
purposes;
requiring us to dedicate a substantial portion of our operating cash flow to paying principal and interest on our indebtedness,
thereby reducing the funds available for operations;
limiting our ability to grow and make capital expenditures due to the financial covenants contained in our debt arrangements;
impairing our ability to adjust rapidly to changing market conditions, invest in new or developing technologies, or take advantage
of significant business opportunities that may arise;
• making us more vulnerable if a general economic downturn occurs or if our business experiences difficulties; and
• making us more vulnerable to increases in interest rates because of the variable interest rates on our borrowings.
Additionally, our credit facilities are secured by a first-priority security interest in substantially all of the assets of Switch, Ltd. and its wholly-
owned material domestic subsidiaries. Our amended and restated credit agreement also contains a number of covenants that, among other
things, restrict our ability to incur additional debt, incur additional liens or contingent liabilities, make investments in other persons or
property, or sell or dispose of our assets.
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We may not generate sufficient cash flow to meet our debt service and working capital requirements, which may expose us to the
risk of default under our debt obligations.
We will need to implement our business strategy successfully on a timely basis to meet our debt service and working capital needs. We
may not successfully implement our business strategy, and even if we do, we may not realize the anticipated results of our strategy and
generate insufficient operating cash flow to meet our debt service obligations and working capital needs.
In the event our cash flow is inadequate to meet our debt service and working capital requirements, we may be required, to the extent
permitted under our amended and restated credit agreement and any other credit facilities, to seek additional financing in the debt or equity
markets, refinance or restructure all or a portion of our indebtedness, sell selected assets or reduce or delay planned capital or operating
expenditures. However, any insufficient cash flow may make it more difficult for us to obtain financing on terms that are acceptable to us, or
at all. We could also face substantial liquidity problems. If we are unable to generate sufficient cash flow or otherwise obtain funds needed to
make required payments under our indebtedness, or if we breach any covenants under our indebtedness, we would be in default under its
terms and the holders of such indebtedness may be able to accelerate the maturity of such indebtedness, which could cause defaults under
our other indebtedness.
Changes in the method of determining the London Interbank Offered Rate (“LIBOR”) or the replacement of LIBOR with an
alternative reference rate, may adversely affect our financial condition and results of operations.
Certain of our financial obligations and instruments, including our credit facility and interest rate swap agreements, are calculated by
reference to LIBOR. LIBOR is the subject of recent national, international and other regulatory guidance and proposals for reform. These
reforms and other pressures may cause LIBOR to disappear entirely or to perform differently than in the past. The potential consequences
cannot be fully predicted and may result in, among other things, increased volatility and illiquidity in markets for instruments that currently
rely on LIBOR, increased borrowing costs, reductions in the value of certain instruments or the effectiveness of related transactions such as
interest rate swaps, difficulty and costly processes to amend applicable contracts and instruments and difficulties, complications or delays in
connection with future financing and hedging efforts. Any of these consequences could materially and adversely affect our results of
operations, cash flows, and liquidity.
Increased power costs and limited availability of power resources may adversely affect our results of operations.
We are a large consumer of power. The cost of power 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’ servers and network equipment and operating critical data
center plant and equipment infrastructure.
The amount of power our customers require may increase as they adopt new technologies, such as virtualization of hardware resources. As a
result, the average amount of power used per server may increase, which in turn would increase power consumption required to cool the data
center facilities. Pursuant to our service agreements, we provide our customers with a committed level of power supply availability.
Historically, our energy costs have been seasonal, with increased costs primarily in the summer months that have affected our results of
operations. Additionally, we have also committed to operating our data centers with 100% clean and renewable energy. While we are
currently able to obtain 100% clean and renewable energy at costs that we believe are reasonable, a significant increase in the cost of clean
and renewable energy or a decrease in its availability could have materially adverse consequences. These consequences could include
placing us at a cost disadvantage if we are forced to increase our fees for providing, or damaging our brand and reputation if we are unable to
provide, 100% clean and renewable energy. Although we aim to improve the energy efficiency of the data center facilities that we operate,
there can be no assurance such data center facilities will be able to deliver sufficient power to meet the growing needs of our customers.
Moreover, we may not be able to address those customers’ needs with 100% clean and renewable energy. We may lose customers or our
customers may reduce the services purchased from us due to increased power costs and limited availability of power resources, including
clean and renewable power resources, or we may incur costs for data center space which we cannot utilize, which would reduce our revenue
and have a material and adverse effect on our cost of revenue and results of operations.
We attempt to manage our power resources and limit exposure to system downtime due to power outages from the electric grid by having
redundant power feeds from the grid and by using backup generators and battery power. However, these protections may not limit our
exposure to power shortages or outages entirely. Any system downtime resulting from insufficient power resources or power outages could
damage our reputation and lead us to lose current and potential customers, which would harm our financial condition and results of
operations.
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We generate significant revenue from data centers located in one location and a significant disruption to this location could
materially and adversely affect our operations.
We generate significant revenue from data centers located at The Core Campus in Las Vegas, and a significant disruption to this location
could materially and adversely affect our operations. While the Pyramid Campus in Grand Rapids and The Citadel Campus near Reno opened
in 2016, both locations are in development and will require additional capital investment to reach full build out and the revenue contribution
from these locations is relatively small in comparison to The Core Campus in Las Vegas. Our data centers located in Las Vegas comprised
88.6% of our revenue during the year ended December 31, 2019. The occurrence of a catastrophic event, or a prolonged disruption in this
region could materially and adversely affect our operations.
Any failure in the critical systems of the data center facilities we operate or services we provide could lead to disruptions in our
customers’ businesses and could harm our reputation and result in financial penalty and legal liabilities, which would reduce our
revenue and have a material adverse effect on our results of operation.
The critical systems of the data center facilities we operate and the services we provide are subject to failure. Any failure in the critical
systems of any data center facility we operate or services that we provide, including a breakdown in critical plant, equipment or services,
such as the cooling equipment, generators, backup batteries, routers, switches, or other equipment, power supplies, or network connectivity,
whether or not within our control, could result in service interruptions and data losses for our customers as well as equipment damage, which
could significantly disrupt the normal business operations of our customers and harm our reputation and reduce our revenue. Any failure or
downtime in one of the data center facilities that we operate could affect many of our customers. The total destruction or severe impairment of
any of the data center facilities we operate could result in significant downtime of our services and loss of customer data. Since our ability to
attract and retain customers depends on our ability to provide highly reliable service, even minor interruptions in our service could harm our
reputation and cause us to incur financial penalties. The services we provide are subject to failures resulting from numerous factors, including:
• power loss;
• equipment failure;
• human error or accidents;
•
•
theft, sabotage and vandalism;
failure by us or our suppliers to provide adequate service or maintenance to our equipment;
• network connectivity downtime and fiber cuts;
• security breaches to our infrastructure;
•
improper building maintenance by us;
• physical, electronic and cyber security breaches;
•
fire, earthquake, hurricane, tornado, flood and other natural disasters;
• extreme temperatures;
• water damage;
• public health emergencies, including pandemics such as the recent spread of COVID-19 (coronavirus); and
•
terrorism.
We provide service level commitments to our customers. As a result, service interruptions or equipment failures in our data centers could
result in credits to these customers. We cannot provide assurances that our customers will accept these credits as compensation for service
interruptions and equipment failures. Service interruptions and equipment failures may also damage our brand image and reputation.
Significant or frequent service interruptions could reduce the confidence of our customers and cause our customers to terminate or not renew
their licenses. In addition, we may be unable to attract new customers if we have a reputation for significant or frequent service disruptions or
equipment failures in our data centers.
Moreover, service interruptions and equipment failures may expose us to legal liability. As our services are critical to many of our customers’
business operations, any disruption in our services could result in lost profits or other indirect or consequential damages to our customers.
Although our customer contracts typically contain provisions
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that limit our liability for breach of the agreement, including failing to meet our service level commitments, there can be no assurance that a
court would enforce any contractual limitations on our liability in the event that a customer brings a lawsuit against us as the result of a
service interruption that it may ascribe to us. The outcome of any such lawsuit would depend on the specific facts of the case and any legal
and policy considerations that we may not be able to mitigate. In such cases, we could be liable for substantial damage award which may
have a material adverse effect on our revenue.
Delays in the expansion of existing data centers or the construction of new data centers could involve significant risks to
our business.
In order to meet customer demand and the continued growth of our business, we need to expand existing data centers or obtain suitable land
to build new data centers. Expansion of existing data centers and construction of new data centers are currently underway or being
contemplated, and such expansion and construction requires us to carefully select and rely on the experience of one or more designers,
general contractors and subcontractors during the design and construction process. If a designer or contractor experiences financial or other
problems during the design or construction process, we could experience significant delays and incur increased costs to complete the
projects, resulting in negative impacts on our results of operations.
In addition, we need to work closely with the local power suppliers, and sometimes local governments, where we propose to locate our data
centers. Delays in actions that require the assistance of such third parties, or delays in receiving required permits and approvals from such
parties, may also affect the speed with which we complete data center projects or result in their not being completed at all. We have
experienced such delays in receiving approvals and permits or in actions to be taken by third parties in the past and may experience them
again in the future.
If we experience significant delays due to weather or supply of power required to support the data center expansion or new construction,
either during the design or construction phases, the progress of the data center expansion and construction could deviate from our original
plans, which could cause material and negative effects to our revenue growth, profitability and results of operations.
We are continuing to invest in our expansion efforts but may not have sufficient customer demand in the future to realize expected
returns on these investments.
We expect to continue to expand our data center footprint. In connection with our expansion plans, we may be required to commit significant
operational and financial resources, but there can be no guarantee we will have sufficient customer demand in those markets to support data
centers once built. This risk may be greater in a market where we have not operated previously. Once development of a data center facility is
complete, we incur certain operating expenses even if there are no customers occupying any space. Consequently, if any of our properties
have significant vacancies for an extended period of time, our results of operations and business and financial condition will be affected
adversely, the impact of which could be material. In addition, unanticipated technological changes could affect customer requirements for
data centers, and we may not have built such requirements into our new data centers. If any of these developments or contingencies were to
occur, it could make it difficult for us to realize expected or reasonable returns on our investments.
If we fail to protect our proprietary intellectual property rights adequately, our competitive position could be impaired, and we may
lose valuable assets, generate reduced revenue and incur costly litigation to protect our rights.
Our success depends, in part, on our ability to protect our proprietary intellectual property rights, including certain methodologies, practices,
tools, technologies and technical expertise we use in designing, developing, implementing and maintaining applications and processes used
in providing our services. We rely on a combination of patent, trademark, trade secrets and other intellectual property laws, non-disclosure
agreements with our employees, consultants, customers and other relevant persons, and other measures to protect our intellectual property,
including our brand identity. However, the steps we take to protect our intellectual property may be inadequate, and we may choose not to
pursue or maintain protection for our intellectual property in the United States or foreign jurisdictions. We will not be able to protect our
intellectual property if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property. Despite our
precautions, it may be possible for unauthorized third parties to copy our technology and use information that we regard as proprietary to
create technology that competes with ours. In addition, the laws of some countries do not protect proprietary rights to the same extent as the
laws of the United States, and mechanisms for enforcement of intellectual property rights in some foreign countries may be inadequate. To
the extent we expand our international activities, our exposure to unauthorized copying and use of our technologies and proprietary
information may increase. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating
our technology and intellectual property.
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We rely in part on trade secrets, proprietary know-how and other confidential information to maintain our competitive position. Although we
enter into non-disclosure and invention assignment agreements with our employees, enter into non-disclosure agreements with our
customers, consultants and other parties with whom we have strategic relationships and business alliances and enter into intellectual
property assignment agreements with our consultants and vendors, no assurance can be given that these agreements will be effective in
controlling access to and distribution of our technology and proprietary information. In addition, these agreements do not prevent our
competitors from independently developing technologies that are substantially equivalent or superior to our products.
To protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights. Litigation
may be necessary in the future to enforce our intellectual property rights and to protect our trade secrets. Such litigation could be costly,
time consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property.
Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the
validity and enforceability of our intellectual property rights. Our inability to protect our proprietary technology, as well as any costly litigation
or diversion of our management’s attention and resources, could disrupt our business, as well as have a material adverse effect on our
financial condition and results of operations.
We may in the future be subject to intellectual property disputes, which are costly to defend and could harm our business and
operating results.
We may from time to time face allegations that we have infringed the patents, copyrights, trademarks and other intellectual property rights of
third parties, including from our competitors. We may be unaware of the intellectual property rights that others may claim cover some or all of
our technology or services. Patent and other intellectual property litigation may be protracted and expensive, and the results are difficult to
predict and may require us to stop using certain technologies or offering certain services or may result in significant damage awards or
settlement costs.
Even if these matters do not result in litigation or are resolved in our favor or without significant cash settlements, these matters, and the time
and resources necessary to litigate or resolve them, could divert the time and resources of our management team and harm our business,
our operating results and our reputation.
We rely on the proper and efficient functioning of computer and data-processing systems, and a large-scale malfunction could have
a material adverse effect on us.
Our ability to keep our data centers operating depends on the proper and efficient functioning of computer and data-processing systems.
Since computer and data-processing systems are susceptible to malfunctions and interruptions, including those due to equipment damage,
power outages, computer viruses and a range of other hardware, software and network problems, we cannot guarantee that our data centers
will not experience such malfunctions or interruptions in the future. Additionally, expansions and developments in the products and services
that we offer could increasingly add a measure of complexity that may overburden our data center and network resources and human capital,
making service interruptions and failures more likely. A significant or large-scale malfunction or interruption of one or more of any of our data
centers’ computer or data-processing systems could adversely affect our ability to keep such data centers running efficiently. If a malfunction
results in a wider or sustained disruption to business at a property, it could have a material adverse effect on us.
We may be vulnerable to security breaches, including cyber security breaches, which could disrupt our operations and have a
material adverse effect on our financial condition and results of operations.
We face risks associated with unauthorized access to our computer systems, loss or destruction of data, computer viruses, malware,
distributed denial-of-service attacks, or other malicious activities. These threats may result from human error, equipment failure, or fraud or
malice on the part of employees or third parties. A party who is able to compromise the security measures on our networks, or the systems
of our third-party service providers, could misappropriate either our proprietary information or the personal information of our customers or our
employees, or cause interruptions or malfunctions in our operations or our customers’ operations. Additionally, we provide the infrastructure
and physical security for our customers’ IT equipment, which often contains highly confidential and mission critical data. A party who is able
to compromise the physical security measures protecting our data center facilities could misappropriate our or our customers’ proprietary
information or cause interruptions or malfunctions in our operations. As we provide assurances to our customers that we provide the highest
level of security, such a compromise could be particularly harmful to our brand and reputation and result in potential liability. We may be
required to expend significant capital and resources to protect against such threats or to alleviate problems caused by breaches in security.
As techniques used to breach security change frequently and are often not recognized until launched against a target, we may not be able to
implement new security measures in a timely manner or, if and when implemented, we may not be certain whether these measures could be
circumvented. Any breaches that may
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occur could expose us to increased risk of lawsuits, regulatory penalties, loss of existing or potential customers, harm to our reputation and
increases in our security costs, which could have a material adverse effect on our financial condition and results of operations.
In addition, any assertions of alleged security breaches or systems failure made against us, whether true or not, could harm our reputation,
cause us to incur substantial legal fees and have a material adverse effect on our business, reputation, financial condition and results of
operations. Whether or not any such assertion actually proceeds to litigation, we may be required to devote significant management time and
attention to its resolution (through litigation, settlement or otherwise), which would detract from our management’s ability to focus on our
business. Any such resolution could involve the payment of damages or expenses by us, which may be significant. In addition, any such
resolution could involve our agreement with terms that restrict the operation of our business.
If our or our customers’ proprietary intellectual property or confidential information is misappropriated or disclosed by us or our
employees in violation of applicable laws and contractual agreements, we could be exposed to protracted and costly legal
proceedings, lose customers and our business could be seriously harmed.
Our employees could disclose or use our technical knowledge, practices or procedures without authorization. We have entered into
confidentiality agreements with our employees that contain nondisclosure covenants that survive indefinitely as to our trade secrets. Pursuant
to these confidentiality agreements, our employees are required to assign any of their inventions that are developed or reduced to practice
during their employment with us that pertain to any of our lines of business activity, that are aided by the use of our time, materials or
facilities, or that relate to any of their work with us. However, we may not be able to enforce the confidentiality agreements we have with our
personnel.
Additionally, our customers occasionally provide us and our employees access to proprietary intellectual property and confidential
information, including technology, software products, business policies and plans, trade secrets and personal data. Many of our customer
contracts require us not to use or disclose such intellectual property or information and to indemnify our customers for any loss they may
suffer as a result of any unauthorized use or disclosure. We use security technologies and other methods to prevent employees from making
unauthorized copies, or using or disclosing such intellectual property and confidential information without authorization. The confidentiality
agreements we enter into with our employees limit access to and distribution of our customers’ intellectual property and other confidential
information as well as our own. However, these steps may not be adequate to safeguard our and our customers’ intellectual property and
confidential information. Moreover, some of our customer contracts do not include any limitation on our liability with respect to breaches of
our obligation to keep the intellectual property or confidential information we receive from them confidential. In addition, we may not always be
aware of intellectual property registrations or applications relating to source codes, software products or other intellectual property belonging
to our customers. As a result, if we or our employees misappropriate our customers’ proprietary rights, our customers may consider us liable
for such act and seek damages and compensation from us.
Assertions of infringement of intellectual property or misappropriation of confidential information against us, if successful, could have a
material adverse effect on our business, financial condition and results of operations. Protracted litigation could also result in existing or
potential customers deferring or limiting their purchase or use of our services until resolution of such litigation. Even if such assertions against
us are unsuccessful, they may cause us to lose existing and future business and incur reputational harm and substantial legal fees.
A significant portion of our revenue is highly dependent on a limited number of customers, and the loss of, or any significant
decrease in business from, these customers could adversely affect our financial condition and results of operations.
Our top 10 customers accounted for approximately 36.5% of our revenue for the year ended December 31, 2019.
A number of factors could cause us to lose customers. For instance, because many of our contracts involve services that are mission-critical
to our customers, any failure by us to meet a customer’s expectations could result in cancellation or non-renewal of the contract. Our service
agreements usually allow our customers to terminate their agreements with us before the end of the contract period under certain specified
circumstances, including our failure to deliver services as required under such agreements, and in some cases without cause as long as
sufficient notice is given. In addition, our customers may decide to reduce spending on our services or demand price reductions due to a
challenging economic environment or other factors, both internal and external, relating to their business such as corporate restructuring or
changing their outsourcing strategy by moving more facilities in-house or outsourcing to other service providers. In addition, our reliance on
any individual customer for a significant portion of our revenue may give that customer a degree of pricing leverage against us when
negotiating contracts and terms of services with us.
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The loss of any of our major customers, or a significant decrease in the extent of the services that they outsource to us or the price at which
we sell our services to them, could materially and adversely affect our financial condition and results of operations.
Additionally, if any customer becomes a debtor in a case under the U.S. Bankruptcy Code, applicable bankruptcy laws may limit our ability
to terminate our contract with such customer solely because of the bankruptcy or recover any amounts owed to us under our agreements
with such customer. In addition, applicable bankruptcy laws could allow the customer to reject and terminate its agreement with us, with
limited ability for us to collect the full amount of our damages. Our business could be adversely affected if any of our significant customers
were to become bankrupt or insolvent.
Our customer contract commitments are subject to reduction and potential cancellation.
Some of our customer contracts allow for early termination, subject to payment of specified costs and penalties, which may be less than the
revenue we would expect to receive under such contracts. Our customer contract commitments could significantly decrease if any of the
customer contracts are terminated either pursuant to, or in violation of, the terms of such contract. In addition, our customer contract
commitments during a particular future period may be reduced for reasons outside of our customers’ control, such as general current
economic conditions. If our customer contract commitments are significantly reduced, our results of operations could be materially and
adversely affected.
Even if our current and future customers have entered into a binding contract with us, they may choose to terminate such contract prior to the
expiration of its terms. Any penalty for early termination may not adequately compensate us for the time and resources we have expended in
connection with such contract, or at all, which could have a material adverse effect on our results of operations and cash flows.
Our customer base may decline if our customers or potential customers develop their own data centers or expand their own existing
data centers.
Some of our customers have in the past, and may in the future, develop their own data center facilities. Other customers with their own
existing data centers may choose to expand their data center operations in the future. One of our business strategies is to sell or lease our
single-user data centers. In the event that any of our key customers were to develop or expand their own data centers, we may lose
business, fail to execute on our strategy of our single-user data centers or face pressure as to the pricing of our services. In addition, if we fail
to offer services that are cost-competitive and operationally advantageous as compared with services provided in-house by our customers, we
may lose customers or fail to attract new customers. If we lose a customer, there is no assurance that we would be able to replace that
customer at the same or a higher rate, or at all, and our business and results of operations would suffer.
Our churn rate may increase or we may be unable to achieve high contract renewal rates.
We seek to renew customer contracts when those contracts are due for renewal. We endeavor to provide high levels of customer service,
support and satisfaction to maintain long-term customer relationships and to secure high rates of contract renewals for our services.
Nevertheless, we may not be able to renew service contracts with our existing customers or re-commit space relating to expired service
contracts to new customers if our current customers do not renew their contracts. In the event of a customer’s termination or non-renewal of
expired contracts, our ability to enter into service contracts so that new or other existing customers utilize the expired existing space in a
timely manner will affect our results of operations.
If we do not succeed in attracting new customers for our services and growing revenue from existing customers, we may not
achieve our anticipated revenue growth.
Our ability to attract new customers and grow revenue from existing customers depends on a number of factors, including our ability to offer
high quality services at competitive prices, the strength of our competitors and the capabilities of our marketing and sales teams to attract
new customers. If we fail to attract new customers or grow revenue from existing customers, we may not be able to grow our revenue as
quickly as we anticipate or at all.
The migration from colocation data centers to the public cloud may have a material adverse effect on our results of operations.
In response to rapidly growing demand for public cloud solutions, we have introduced a hybrid cloud ecosystem service with the anticipation
of a continuously strong demand for colocation data centers. If our assumptions prove to be incorrect, the migration from colocation data
centers to the public cloud could harm our financial condition and results of operations.
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Unanticipated changes in the tax rates and policies of the states in which we operate could materially and adversely affect our
results of operations.
We strategically choose the locations of our U.S. campuses. One of the factors we consider is the favorable tax rates and policies that
provide zero or low-tax environments for our customers to deploy IT equipment. If the tax rates and policies of the states in which our data
centers are located expose our customers to higher taxes, our data centers may become less attractive to certain of our existing and
potential customers, which could materially and adversely affect our results of operations.
Future consolidation and competition in our customers’ industries could reduce the number of our existing and potential customers
and make us dependent on a more limited number of customers.
Mergers or consolidations in our customers’ industries in the future could reduce the number of our existing and potential customers and
make us dependent on a more limited number of customers. If our customers merge with or are acquired by other entities that are not our
customers, they may discontinue or reduce the use of our data centers in the future. Additionally, some of our customers may compete with
one another in various aspects of their businesses, which places additional competitive pressures on our customers. Any of these
developments could have a material adverse effect on us.
We may not be able to compete effectively against our current and future competitors.
We offer a broad range of data center services and, as a result, we may compete with a wide range of data center service providers for some
or all of the services we offer. We face competition from numerous developers, owners and operators in the data center industry, including
cloud and managed service providers and REITs, some of which own or lease properties similar to ours, or may do so in the future, in the
same submarkets in which our properties are located. In 2018, we introduced our new hybrid cloud solution to our existing customers,
however, these customers may choose other cloud offerings and move workloads to cloud providers, which may reduce the services our
customers obtain from us. Our current and future competitors may vary by size and service offerings and geographic presence. In addition,
many data center companies are consolidating to create new companies with greater market power.
Competition is primarily centered on reputation and track record, quality and availability of data center space, quality of service, technical
expertise, security, reliability, functionality, breadth and depth of services offered, geographic coverage, scale, financial strength and price.
Some of our current and future competitors may have greater brand recognition, longer operating histories, stronger marketing, technical and
financial resources and access to greater and less expensive power than we do. In addition, many companies in the industry are
consolidating, which could further increase the market power of our competitors. As a result, some of our competitors may be able to:
• offer space at pricing below current market rates or below the pricing we currently charge our customers;
• bundle colocation services with other services or equipment they provide at reduced prices;
• develop superior products or services, gain greater market acceptance and expand their service offerings more efficiently or
rapidly;
• adapt to new or emerging technologies and changes in customer requirements more quickly;
•
take advantage of acquisition and other opportunities more readily; and
• adopt more aggressive pricing policies and devote greater resources to the promotion, marketing and sales of their services.
We operate in a competitive market, and we face pricing pressure for our services. Prices for our services are affected by a variety of factors,
including supply and demand conditions and pricing pressures from our competitors. We may be required to lower our prices to remain
competitive, which may decrease our margins and adversely affect our business prospects, financial condition and results of operations.
We have government customers, which subjects us to risks including early termination, audits, investigations, sanctions and
penalties.
We derive some revenue from contracts with U.S., state and local governments. Some of these customers may terminate all or part of their
contracts at any time, without cause. There is increased pressure for governments and their agencies to reduce spending. Some of our
contracts at the state and local levels are subject to government funding authorizations, which may be adversely affected by a U.S. federal
government shut-down or budget sequestration.
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Additionally, government contracts are generally subject to audits and investigations that could result in various civil and criminal penalties
and administrative sanctions, including termination of contracts, refund of a portion of fees received, forfeiture of profits, suspension of
payments, fines and suspensions or debarment from future government business.
If we are unable to adapt to evolving technologies and customer demands in a timely and cost-effective manner, our ability to
sustain and grow our business may suffer.
The markets for the data centers we own and operate, as well as certain of the industries in which our customers operate, are characterized
by rapidly changing technology, evolving industry standards, frequent new service introductions, shifting distribution channels and changing
customer demands. As a result, our data center infrastructure may become less marketable due to demand for new processes and
technologies, including, without limitation: (i) new processes to deliver power to, or eliminate heat from, IT equipment; (ii) customer demand
for additional redundancy capacity; (iii) new technology that permits higher levels of critical load and heat removal than our data centers are
currently designed to provide; and (iv) an inability of the power supply to support new, updated or upgraded technology. In addition, the
systems that connect our data centers to the Internet and other external networks may become insufficient, including with respect to latency,
reliability and diversity of connectivity. We may not be able to adapt to changing technologies or meet customer demands for new processes
or technologies in a timely and cost-effective manner, if at all, which would adversely impact our ability to sustain and grow our business.
In addition, new technologies have the potential to replace or provide lower cost alternatives to our services. The adoption of such new
technologies could render some or all of our services obsolete or unmarketable. We cannot guarantee that we will be able to identify the
emergence of all of these new service alternatives successfully, modify our services accordingly, or develop and bring new services to market
in a timely and cost-effective manner to address these changes. If and when we do identify the emergence of new service alternatives and
introduce new services to market, those new services may need to be made available at lower profit margins than our then-current services.
Failure to provide services to compete with new technologies or the obsolescence of our services could lead us to lose current and potential
customers or could cause us to incur substantial costs, which would harm our operating results and financial condition. Our introduction of
new alternative services that have lower price points than our current offerings may also result in our existing customers switching to the
lower cost products, which could reduce our revenue and have a material adverse effect on our results of operation.
Potential future regulations that apply to industries we serve may require customers in those industries to seek specific requirements from
their data centers that we are unable to provide. These may include physical security requirements applicable to the defense industry and
government contractors and privacy and security regulations applicable to the financial services and health care industries. If such regulations
were adopted or such extra requirements demanded by certain customers, we could lose some customers or be unable to attract new
customers in certain industries, which would have a material and adverse effect on our operations.
We depend on third parties to provide Internet, telecommunication and fiber optic network connectivity to our customers, and any
delays or disruptions in service could have a material adverse effect on us.
Our products and infrastructure rely on third-party service providers. In particular, we depend on third parties to provide Internet,
telecommunication and fiber optic network connectivity to the customers in our data centers, and we have no control over the reliability of the
services provided by these suppliers. Our customers may in the future experience difficulties due to service failures unrelated to our systems
and services. Any Internet, telecommunication or fiber optic network failures may result in significant loss of connectivity to our data centers.
A significant loss of connectivity to our data centers could reduce the confidence of our customers and impair our ability to retain existing
customers or attract new customers, which could have a material adverse effect on us.
Similarly, we depend upon the presence of Internet, telecommunications and fiber optic networks serving the locations of our data centers in
order to attract and retain customers. The construction required to connect multiple carrier facilities to our data centers is complex, requiring
a sophisticated redundant fiber network, and involves matters outside of our control, including regulatory requirements and the availability of
construction resources. Each new data center that we develop requires significant amounts of capital for the construction and operation of a
sophisticated redundant fiber network. We believe that the availability of carrier capacity affects our business and future growth. We cannot
guarantee that any carrier will elect to offer its services within our data centers or that once a carrier has decided to provide connectivity to
our data centers that it will continue to do so for any period of time. Furthermore, some carriers are experiencing business difficulties or have
announced consolidations or mergers. As a result, some carriers may be forced to downsize or terminate connectivity within our data
centers, which could adversely affect our customers and could have a material adverse effect on us.
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The occurrence of a catastrophic event or a prolonged disruption may exceed our insurance coverage by significant amounts.
Our operations are subject to hazards and risks normally associated with the daily operations of our data center facilities. Currently, we
maintain various insurance policies for business interruption for lost profits, property and casualty, public liability, commercial employee
insurance, worker’s compensation, personal property and auto liability. Our business interruption insurance for lost profits includes coverage
for business interruptions, our property and casualty insurance includes coverage for equipment breakdowns and our commercial employee
insurance includes employee group insurance. We are self-insured for medical insurance. We believe our insurance coverage adequately
covers the risks of our daily business operations. However, our current insurance policies may be insufficient in the event of a prolonged or
catastrophic event. The occurrence of any such event that is not entirely covered by our insurance policies may result in interruption of our
operations and subject us to significant losses or liabilities and damage our reputation as a provider of business continuity services. In
addition, any losses or liabilities that are not covered by our current insurance policies may have a material adverse effect on our business,
financial condition and results of operations.
Environmental problems are possible and can be costly.
Environmental liabilities could arise on the land that we own or lease and have a material adverse effect on our financial condition and
performance. Federal, state and local laws and regulations relating to the protection of the environment may require a current or previous
owner or operator of real estate to investigate and remediate hazardous or toxic substances or petroleum product releases at or from the
property. In addition, we could incur costs to comply with such laws and regulations, the violation of which could lead to substantial fines and
penalties.
We may have to pay governmental entities or third parties for property damage and for investigation and remediation costs that they incurred
in connection with any contamination at our current and former properties without regard to whether we knew of or caused the presence of the
contaminants. Even if more than one person may have been responsible for the contamination, each person covered by these environmental
laws may be held responsible for all of the clean-up costs incurred.
Some of the properties may contain asbestos-containing building materials. Environmental laws require that asbestos-containing building
materials be properly managed and maintained, and may impose fines and penalties on building owners or operators for failure to comply with
these requirements.
Our leases for self-developed data centers could be terminated early and we may not be able to renew our existing leases and
agreements on commercially acceptable terms or our rent or payment under the agreements could increase substantially in the
future, which could materially and adversely affect our operations.
A few of our facilities are located on properties for which we have long term operating and finance leases. In some instances, we may elect to
exercise an option to purchase the leased premises and facilities, or in other instances, elect to extend the term of certain leases, in each
case, according to the terms and conditions under the relevant lease agreements. However, upon the expiration of such leases (including any
extension terms), we may not be able to renew these leases on commercially reasonable terms, if at all. Even though the lessors for most of
our data centers generally do not have the right of unilateral early termination unless they provide the required notice and opportunity to cure
(as applicable), the lease may nonetheless be terminated early if we are in material breach of the lease agreements. We may assert claims
for compensation against the landlords if they elect to terminate a lease agreement early and without due cause. If the leases for our data
centers were terminated early prior to their expiration date, notwithstanding any compensation we may receive for early termination of such
leases, or if we are not able to renew such leases, we may have to incur significant cost related to relocation. Our leased facilities are
located in properties that are subject to master ground leases. If the landlords under such master ground leases elect to terminate the
respective master leases in case of default or breach by the master lessees thereunder or otherwise pursuant to the terms and conditions of
the relevant master lease, we may not be able to protect our leasehold interest, and may be ordered to vacate the affected premises. Any
relocation could also affect our ability to provide continuous uninterrupted services to our customers and harm our reputation. As a result, our
business and results of operations could be materially and adversely affected.
The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future,
could seriously harm our business.
We depend to a significant degree on the continuous service and performance of Rob Roy and our experienced senior management team and
other key personnel, any of whom could resign or be terminated for any reason at any time. Mr. Roy has been responsible for our company’s
strategic vision and the development of our technology and business. If he stopped working for us for any reason, it is unlikely that we would
be able to find a suitable
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replacement immediately. The loss of Mr. Roy, a member of our senior management team or any other key employee could disrupt our
business operations and create uncertainty as we search for and integrate a replacement. If any member of our senior management or key
employee leaves us to join a competitor or to form a competing company, any resulting loss of existing or potential customers to any such
competitor could have a material adverse effect on our business, financial condition and results of operations. In addition, we do not maintain
key man life insurance for any of the senior members of our management team or our key personnel.
Competition for employees is intense, and we may not be able to attract and retain the qualified and skilled employees needed to
support our business.
We believe our success depends on the efforts and talent of our employees, including data center design, construction management,
operations, engineering, IT, risk management, and sales and marketing personnel. Our future success depends on our continued ability to
attract, develop, motivate and retain qualified and skilled employees. Competition for highly skilled personnel is frequently intense. We may
not be able to hire and retain these personnel at compensation levels consistent with our existing compensation and salary structure. Some
of the companies with which we compete for experienced employees have greater resources than we have and may be able to offer more
attractive terms of employment.
In addition, we invest significant time and expenses in training our employees, which increases their value to competitors who may seek to
recruit them. If we fail to retain our employees, we could incur significant expenses in hiring and training their replacements, and the quality of
our services and our ability to serve our customers could diminish, resulting in a material adverse effect to our business.
Uncertain economic environment may have an adverse impact on our business and financial condition.
Uncertain economic environment may have an adverse effect on our liquidity. While we believe we have a strong customer base, if market
conditions change, some of our customers may have difficulty paying us and we may experience losses in our customer base and reductions
in their commitments to us. We may also be required to make allowances for doubtful accounts and our results would be negatively
impacted. Our sales cycle could also be lengthened if customers reduce spending on, or delay decision-making with respect to, our services,
which could adversely affect our revenue growth and our ability to recognize revenue. We could also experience pricing pressure as a result of
economic conditions if our competitors lower prices and attempt to lure away our customers with lower cost solutions. Finally, our ability to
access the capital markets may be severely restricted at a time when we would like, or need, to do so, which could have an impact on our
flexibility to pursue additional expansion opportunities and maintain our desired level of revenue growth in the future.
We have entered, and expect to continue to enter, into joint venture, strategic collaborations and other similar arrangements, and
these activities involve risks and uncertainties. A failure of any such relationship could have a material adverse effect on our
business and results of operations.
We have entered, and expect to continue to enter, into joint venture, strategic collaborations and other similar arrangements. These activities
involve risks and uncertainties, including the risk of the joint venture or applicable entity failing to satisfy its obligations, which may result in
certain liabilities to us for guarantees and other commitments, the challenges in achieving strategic objectives and expected benefits of the
business arrangement, the risk of conflicts arising between us and our partners and the difficulty of managing and resolving such conflicts,
and the difficulty of managing or otherwise monitoring such business arrangements. A failure of our business relationships could have a
material adverse effect on our business and results of operations.
Our current international operations through our joint venture, or future international operations, may expose us to certain
operating, legal and other risks, which could adversely affect our business, results of operations and financial condition.
Our joint venture’s international operations, or any future international operations, may expose us to risks that we have not generally faced in
the United States. These risks include:
• challenges caused by distance, language, cultural and ethical differences and the competitive environment;
• heightened risks of unethical, unfair or corrupt business practices, actual or claimed, in certain geographies and of improper or
fraudulent sales arrangements that may impact financial results and result in restatements of, and irregularities in, financial
statements;
•
foreign exchange restrictions and fluctuations in currency exchange rates, including as a result of the United Kingdom’s June
2016 vote to leave the European Union (commonly known as Brexit);
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• application of multiple and conflicting laws and regulations, including complications due to unexpected changes in foreign laws
and regulatory requirements;
• new and different sources of competition;
• different pricing environments, longer sales cycles and longer accounts receivable payment cycles and collections issues;
• management communication and integration problems resulting from cultural differences and geographic dispersion;
• adverse tax consequences, including multiple and possibly overlapping tax structures, the complexities of foreign value-added
tax systems, restrictions on the repatriation of earnings and changes in tax rates;
• greater difficulty in enforcing contracts, accounts receivable collection and longer collection periods;
•
•
•
the uncertainty and limitation of protection for intellectual property rights in some countries;
increased financial accounting and reporting burdens and complexities;
lack of familiarity with local laws, customs and practices, and laws and business practices favoring local competitors or partners;
• public health emergencies, including pandemics such as the recent spread of COVID-19 (coronavirus) currently impacting
European countries and elsewhere; and
• political, social and economic instability abroad, terrorist attacks and security concerns in general.
The occurrence of any one of these risks could harm our international business and, consequently, our results of operations. Additionally,
operating in international markets requires significant management attention and financial resources. We cannot be certain that the
investment and additional resources required to operate in other countries will produce desired levels of revenue or profitability.
In addition, our agreement with our international joint venture partner limits our ability to engage in activities or transactions outside of the
United States. Although we expressly retain the right to construct and license third parties to construct single-user data centers outside of
the United States, we are required to grant our joint venture the reasonable opportunity to interact and reach an agreement with such
customer to develop a colocation facility prior to concluding our agreement with such third party. Furthermore, in the event any such single-
user data center outside the United States using our technology is made available to third parties as colocation space, such data center will
be deemed a facility subject to our license agreement. We would then be required to make appropriate arrangements to acknowledge
SUPERNAP International’s license rights in, and to, the technology for the multitenant data center. These limitations may prevent us from
pursuing otherwise attractive and potentially lucrative international expansion opportunities.
Any difficulties in identifying and consummating future acquisitions, alliances or joint ventures may expose us to potential risks
and have an adverse effect on our business, results of operations or financial condition.
We may seek to make strategic acquisitions and enter into alliances and joint ventures to further expand our business. If we are presented
with appropriate opportunities, we may acquire additional businesses, services, resources, or assets, including data centers that are
complementary to our primary business. Our integration of the acquired entities or assets into our business may not be successful and may
not enable us to expand into new services, customer segments or operating locations as well as we expect. This would significantly affect
the expected benefits of these acquisitions. Moreover, the integration of any acquired entities or assets into our operations could require
significant attention from our management. The diversion of our management’s attention and any difficulties encountered in any integration
process could have an adverse effect on our ability to manage our business. In addition, we may face challenges trying to integrate new
operations, services and personnel with our existing operations. Our possible future acquisitions may also expose us to other potential risks,
including risks associated with unforeseen or hidden liabilities, the diversion of resources from our existing businesses and technologies, our
inability to generate sufficient revenue to offset the costs, expenses of acquisitions and potential loss of, or harm to, relationships with
employees and customers as a result of our integration of new businesses. The occurrence of any of these events could have a material and
adverse effect on our ability to manage our business, our financial condition and our results of operations.
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Future legislation and regulation, both domestic and international, could have an adverse effect on our business operations.
Various laws and governmental regulations, both in the United States and international, governing internet related services, related
communications services and information technologies remain largely unsettled, even in areas where there has been some legislative action.
For example, in 2018, the Federal Communications Commission (the “FCC”) overturned network neutrality rules, which may result in material
changes in the regulations and contribution regime affecting us and our customers. Furthermore, the U.S. Congress and state legislatures
are reviewing and considering changes to the new FCC rules making the future of network neutrality and its impact on us uncertain. There
may also be forthcoming regulation in the United States in the areas of cybersecurity, data privacy and data security, any of which could
affect us and our customers. Similarly, data privacy regulations outside of the United States continue to evolve. Future legislation could
impose additional costs on our business or require us to make changes in our operations, which could adversely affect our operations.
We may incur significant costs complying with other regulations.
Our properties are subject to various federal, state and local regulations, such as state and local fire and safety regulations. If one of our
properties is not in compliance with these various regulations, we may be required to pay fines or private damage awards. We do not know
whether existing regulations will change or whether future regulations will require us to make significant unanticipated expenditures that may
adversely affect our business, financial condition and results of operations.
Our facilities may not be suitable for uses other than as data centers, which could make it difficult to sell or reposition them and
could materially adversely affect our business, results of operations and financial condition.
Our data centers are designed primarily to house and run IT equipment and, therefore, contain extensive electrical and mechanical systems
and infrastructure. As a result, our facilities may not be suitable for uses other than as data centers, or may require major renovations and
expenditures before they can be re-leased or sold for uses other than as data centers.
Risks Related to Our Organizational Structure
Our principal asset is our interest in Switch, Ltd., and, accordingly, we depend on distributions from Switch, Ltd. to pay our taxes
and expenses, including payments under the Tax Receivable Agreement (“TRA”). Switch, Ltd.’s ability to make such distributions
may be subject to various limitations and restrictions.
We are a holding company and have no material assets other than our ownership of Common Units. We have no independent means of
generating revenue or cash flow. We have determined that Switch, Ltd. is a variable interest entity (“VIE”) and that we are the primary
beneficiary of Switch, Ltd. Accordingly, pursuant to the VIE accounting model, we have consolidated Switch, Ltd. in our consolidated
financial statements. In the event of a change in accounting guidance or amendments to the Switch Operating Agreement resulting in us no
longer having a controlling interest in Switch, Ltd., we may not be able to consolidate its results of operations with our own, which would have
a material adverse effect on our results of operations. Moreover, our ability to pay our taxes and operating expenses or declare and pay
dividends in the future, if any, is dependent upon the financial results and cash flows of Switch, Ltd. and its subsidiaries and distributions we
receive from Switch, Ltd. There can be no assurance that Switch, Ltd. and its subsidiaries will generate sufficient cash flow to distribute funds
to us or that applicable state law and contractual restrictions, including negative covenants in our debt instruments, will permit such
distributions.
Switch, Ltd. is treated as a partnership for U.S. federal income tax purposes and, as such, is not subject to any entity-level U.S. federal
income tax. Instead, taxable income is allocated to holders of Common Units, including us. Accordingly, we incur income taxes on our
allocable share of any net taxable income of Switch, Ltd. Under the terms of the Switch Operating Agreement, Switch, Ltd. is obligated to
make tax distributions to holders of Common Units, including us. In addition to tax expenses, we will also incur expenses related to our
operations, including payments under the TRA, which we expect could be significant. As the manager of Switch, Ltd., we intend to cause
Switch, Ltd. to make cash distributions to the owners of Common Units in an amount sufficient to (i) fund their tax obligations in respect of
taxable income allocated to them and (ii) cover our operating expenses, including payments under the TRA. However, Switch, Ltd.’s ability to
make such distributions may be subject to various limitations and restrictions, such as restrictions on distributions that would either violate
any contract or agreement to which Switch, Ltd. is then a party, including debt agreements, or any applicable law, or that would have the
effect of rendering Switch, Ltd. insolvent. If we do not have sufficient funds to pay tax or other liabilities or to fund our operations, we may have
to borrow funds, which could materially adversely affect our liquidity and financial
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condition and subject us to various restrictions imposed by any such lenders. To the extent that we are unable to make payments under the
TRA for any reason, such payments generally will be deferred and will accrue interest until paid; provided, however, that nonpayment for a
specified period may constitute a material breach of a material obligation under the TRA and therefore accelerate payments due under the
TRA. In addition, if Switch, Ltd. does not have sufficient funds to make distributions, our ability to declare and pay cash dividends will also be
restricted or impaired. See “Risks Related to Ownership of Our Class A Common Stock.”
The TRA with the Members requires us to make cash payments to them in respect of certain tax benefits to which we may become
entitled, and we expect that the payments we are required to make will be substantial.
Under the TRA we have entered into with Switch, Ltd. and the Members, we are required to make cash payments to the Members equal to
85% of the tax benefits, if any, that we actually realize, or in certain circumstances are deemed to realize, as a result of (i) the increases in
the tax basis of assets of Switch, Ltd. resulting from any redemptions or exchanges of Common Units from the Members and (ii) certain
other tax benefits related to our making payments under the TRA. Although the actual timing and amount of any payments that we make to
the Members under the TRA will vary, we expect those payments will be significant. Any payments made by us to the Members under the
TRA will generally reduce the amount of overall cash flow that might have otherwise been available to us. Furthermore, our future obligation to
make payments under the TRA could make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot
use some or all of the tax benefits that are the subject of the TRA. Payments under the TRA are not conditioned on any Member’s continued
ownership of Common Units or our Class A common stock.
The actual amount and timing of any payments under the TRA will vary depending upon a number of factors, including the timing of
redemptions or exchanges by the holders of Common Units, the amount of gain recognized by such holders of Common Units, the amount
and timing of the taxable income we generate in the future, and the federal tax rates then applicable.
Our organizational structure, including the TRA, confers certain benefits upon the Members that will not benefit holders of Class A
common stock to the same extent as it will benefit the Members.
Our organizational structure, including the TRA, confers certain benefits upon the Members that will not benefit the holders of our Class A
common stock to the same extent as it will benefit the Members. We have entered into the TRA with Switch, Ltd. and the Members and it
will provide for the payment by us to the Members of 85% of the amount of tax benefits, if any, that we actually realize, or in some
circumstances are deemed to realize, as a result of (i) the increases in the tax basis of assets of Switch, Ltd. resulting from any redemptions
or exchanges of Common Units from the Members, and (ii) certain other tax benefits related to our making payments under the TRA.
Although we will retain 15% of the amount of such tax benefits, this and other aspects of our organizational structure may adversely affect
the future trading market for the Class A common stock.
In certain cases, payments under the TRA to the Members may be accelerated or significantly exceed the actual benefits we realize
in respect of the tax attributes subject to the TRA.
The TRA provides that upon certain mergers, asset sales, other forms of business combinations or other changes of control or if, at any time,
we elect an early termination of the TRA, then our obligations, or our successor’s obligations, under the TRA to make payments thereunder
would be based on certain assumptions, including an assumption that we would have sufficient taxable income to fully utilize all potential
future tax benefits that are subject to the TRA.
As a result of the foregoing, (i) we could be required to make payments under the TRA that are greater than the specified percentage of the
actual benefits we ultimately realize in respect of the tax benefits that are subject to the TRA, and (ii) if we elect to terminate the TRA early,
we would be required to make an immediate cash payment equal to the present value of the anticipated future tax benefits that are the
subject of the TRA, which payment may be made significantly in advance of the actual realization, if any, of such future tax benefits. In these
situations, our obligations under the TRA could have a substantial negative impact on our liquidity and could have the effect of delaying,
deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. There can be no
assurance that we will be able to fund or finance our obligations under the TRA.
We will not be reimbursed for any payments made to the Members under the TRA in the event that any tax benefits are disallowed.
Payments under the TRA are based on the tax reporting positions that we determine. The Internal Revenue Service or another tax authority
may challenge all or part of the tax basis increases, as well as other related tax positions we take, and a court could sustain such challenge.
If the outcome of any such challenge would reasonably be expected
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to materially affect a recipient’s payments under the TRA, then we will not be permitted to settle or fail to contest such challenge without the
consent (not to be unreasonably withheld or delayed) of each Member that directly or indirectly owns at least 10% of the
outstanding Common Units. We will not be reimbursed for any cash payments previously made to the Members under the TRA in the event
that any tax benefits initially claimed by us and for which payment has been made to a Member are subsequently challenged by a taxing
authority and are ultimately disallowed. Instead, any excess cash payments we make to a Member will be netted against any future cash
payments that we might otherwise be required to make to such Member under the terms of the TRA. However, we might not determine that
we have made an excess cash payment to a Member for a number of years following the initial time of such payment. If a taxing authority
challenges any of our tax reporting positions, we will not be permitted to reduce future cash payments under the TRA until such challenge is
finally settled or determined. As a result, we could make payments under the TRA in excess of the tax savings that we realize in respect of
the tax attributes with respect to a Member that are the subject of the TRA.
Fluctuations in our tax obligations and effective tax rate and realization of our deferred tax assets may result in volatility of our
operating results.
We are subject to taxes by the U.S. federal, state, local and foreign tax authorities, and our tax liabilities will be affected by the allocation of
expenses to differing jurisdictions. We record tax expense based on our estimates of future payments, which may include reserves for
uncertain tax positions in multiple tax jurisdictions, and valuation allowances related to certain net deferred tax assets. At any one time,
multiple tax years may be subject to audit by various taxing jurisdictions. The results of these audits and negotiations with taxing authorities
may affect the ultimate settlement of these matters. We expect that throughout the year there could be ongoing variability in our quarterly tax
rates as events occur and exposures are evaluated. Our future effective tax rates could be subject to volatility or adversely affected by a
number of factors, including:
• changes in the valuation of our deferred tax assets and liabilities;
• expected timing and amount of the release of any tax valuation allowances;
•
tax effects of stock-based compensation; or
• changes in tax laws, regulations or interpretations thereof.
In addition, a variety of factors could materially affect our effective tax rate in a given financial statement period, including changes in the mix
and level of earnings, varying tax rates in the different jurisdictions in which we operate, fluctuations in valuation allowances, deductibility of
certain items, or changes to existing accounting rules or regulations. In addition, tax legislation may be enacted in the future, which could
negatively affect our current or future tax structure and effective tax rates. We may be subject to audits of our income, sales, and other
transaction taxes by U.S. federal, state, local, and foreign taxing authorities. Outcomes from these audits could have an adverse effect on our
operating results and financial condition.
If we were deemed to be an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”) as a
result of our ownership of Switch, Ltd., applicable restrictions could make it impractical for us to continue our business as
contemplated and could have a material adverse effect on our business.
Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company generally will be deemed to be an “investment company” for purposes of the
1940 Act if (i) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or
trading in securities or (ii) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities
and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S.
government securities and cash items) on an unconsolidated basis. We do not believe that we are an “investment company,” as such term is
defined in either of those sections of the 1940 Act.
As the manager of Switch, Ltd., we will control and operate Switch, Ltd. On that basis, we believe that our interest in Switch, Ltd. is not an
“investment security” as that term is used in the 1940 Act. However, if we were to cease participation in the management of Switch, Ltd., our
interest in Switch, Ltd. could be deemed an “investment security” for purposes of the 1940 Act.
We and Switch, Ltd. intend to conduct our operations so that we will not be deemed an investment company. However, if we were to be
deemed an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure and our ability to
transact with affiliates, could make it impractical for us to continue our business as contemplated and could have a material adverse effect on
our business.
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Although we were no longer a controlled company within the meaning of the New York Stock Exchange (“NYSE”) rules, as of
November 8, 2019, we continue to qualify for and may rely on exemptions from certain corporate governance requirements that
provide protection to stockholders of other companies during a one-year transition period. Our stockholders do not have the same
protections afforded to stockholders of companies that are subject to such requirements.
Because our Founder Members no longer control more than 50% of our combined voting power, we are no longer a “controlled company” for
the purposes of NYSE rules and corporate governance standards. However, we continue to qualify for and may rely on exemptions from
certain corporate governance standards that would otherwise provide protection to our stockholders during a one-year transition period from
November 8, 2019. The NYSE rules require that we have a majority of independent directors on our board of directors within one year of the
date we ceased to qualify as a “controlled company,” have at least one independent director on each of the Compensation and Nominating
and Corporate Governance Committees on the date we ceased to qualify as a “controlled company,” have at least a majority of independent
directors on each of the Compensation and Nominating and Corporate Governance Committees within 90 days of such date and the
Compensation and Nominating and Corporate Governance Committees be composed entirely of independent directors within one year of
such date.
During this transition period, we continue to qualify for and may continue to utilize the available exemptions from certain corporate governance
requirements as permitted by NYSE rules. Accordingly, during the transition period, our stockholders may not have the same protections
afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE. As of the date of this
report, we have a majority of independent directors, our Compensation Committee has two independent directors out of a total of three
members, and our Nominating and Corporate Governance Committee has two independent directors out of a total of three members.
Risks Related to Ownership of Our Class A Common Stock
The Members have the right to have their Common Units redeemed or exchanged into shares of Class A common stock, which may
cause volatility in our stock price.
As of February 1, 2020, we have an aggregate of more than 700,000,000 shares of Class A common stock authorized but unissued, including
146,410,385 shares of Class A common stock issuable upon redemption or exchange of Common Units. Subject to the restrictions set forth
in the Switch Operating Agreement, the Members may have their Common Units redeemed for shares of our Class A common stock. We
have also entered into the Registration Rights Agreement pursuant to which the shares of Class A common stock issued to the Members
upon redemption of Common Units are eligible for resale, subject to certain limitations set forth therein.
We cannot predict the timing or size of any future issuances of our Class A common stock resulting from the redemption or exchange of
Common Units or the effect, if any, that future issuances and sales of shares of our Class A common stock may have on the market price of
our Class A common stock. Sales or distributions of substantial amounts of our Class A common stock, including shares issued in
connection with an acquisition, or the perception that such sales or distributions could occur, may cause the market price of our Class A
common stock to decline.
An active trading market for our Class A common stock may not be sustained.
Our Class A common stock is listed on the NYSE under the symbol “SWCH.” However, we cannot ensure that an active trading market for
our Class A common stock will be sustained. In addition, we cannot ensure that the liquidity of any trading market will provide the ability to
sell shares of our Class A common stock when or at desired prices.
If our operating and financial performance in any given period does not meet the guidance that we provide to the public, our stock
price may decline.
We provide public guidance on our expected operating and financial results for future periods. Such guidance is comprised of forward-looking
statements subject to the risks and uncertainties described in this report and in our other public filings and public statements. Our actual
results may not always be in line with or exceed the guidance we have provided, especially in times of economic uncertainty. If, in the future,
our operating or financial results for a particular period do not meet the guidance we provide or the expectations of investment analysts or if
we reduce our guidance for future periods, the market price of our Class A common stock may decline as well.
If securities analysts do not publish research or reports about our business or if they publish negative evaluations of our Class A
common stock, the price of our Class A common stock could decline.
The trading market for our Class A common stock relies in part on the research and reports that industry or financial analysts publish about
us or our business. If one or more of the analysts covering our business downgrades their
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evaluations of our stock, the price of our Class A common stock could decline. If one or more of these analysts ceases to cover our Class A
common stock, we could lose visibility in the market for our stock, which in turn could cause our Class A common stock price to decline.
The trading price of our Class A common stock may be volatile or may decline regardless of our operating performance.
Volatility in the market price of our Class A common stock may affect the ability to sell shares at or above the price paid for such shares.
The market price of our Class A common stock may fluctuate significantly in response to a number of factors, most of which we cannot
control, including:
• our operating performance and prospects and those of other similar companies;
• actual or anticipated variations in our financial condition, liquidity or results of operations;
• changes in financial projections we may provide to the public or our failure to meet these projections;
• change in the estimates of securities analysts relating to our earnings or other operating metrics;
• publication of research reports about us, our significant customers, our competition, data center companies generally or the
technology industry;
•
recruitment or departure of key personnel;
• new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
• changes in market valuations of similar companies;
• announcements by us or our competitors of significant technological innovations, acquisitions, strategic partnerships, joint
ventures, or capital commitments;
• actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally;
• developments or disputes concerning our intellectual property or our services, or third-party proprietary rights;
• adverse market reaction to leverage we may incur or equity we may issue in the future;
• actions by institutional stockholders;
• actual or perceived accounting issues, including changes in accounting standards, policies, guidelines, interpretations or
principles;
•
failure to comply with NYSE requirements;
• speculation in the press or investment community about our company or industry or the economy in general;
• adverse developments in the credit-worthiness, business or prospects of one or more of our significant customers;
•
lawsuits threatened or filed against us;
• other events or factors, including those resulting from war, incidents of terrorism, or responses to these events;
•
•
the realization of any of the other risk factors presented in this report;
the overall performance of the equity markets; and
• general market and economic conditions.
Our anti-takeover provisions could prevent or delay a change in control of our company, even if such change in control would be
beneficial to our stockholders.
Provisions of our amended and restated articles of incorporation and amended and restated bylaws, as well as provisions of Nevada law,
could discourage, delay or prevent a merger, acquisition or other change in control of our company, even if such change in control would be
beneficial to our stockholders. These provisions include:
• authorizing the issuance of “blank check” preferred stock that could be issued by our board of directors to increase the number
of outstanding shares and thwart a takeover attempt;
• prohibiting the use of cumulative voting for the election of directors;
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•
removal of incumbent directors only by the vote of stockholders with not less than two-thirds of the voting power of our
outstanding stock;
• prohibiting stockholders from calling special meetings;
•
•
requiring that our board of directors adopt a resolution in order to propose any amendment to our articles of incorporation before it
may be considered for approval by our stockholders;
limiting the ability of stockholders to amend our bylaws and approve certain amendments to our articles of incorporation, in each
case by requiring the affirmative vote of holders of at least two-thirds of the votes that stockholders would be entitled to cast in
any annual election of directors;
•
requiring all stockholder actions to be taken at a meeting of our stockholders; and
• establishing advance notice and duration of ownership requirements for nominations for election to the board of directors or for
proposing matters that can be acted upon by stockholders at stockholder meetings.
These provisions could also discourage proxy contests and make it more difficult for our stockholders to elect directors of their choosing and
cause us to take other corporate actions they desire. In addition, because our board of directors is responsible for appointing the members of
our management team, these provisions could in turn affect any attempt by our stockholders to replace current members of our management
team.
In addition, we are subject to Nevada’s statute on combinations with interested stockholders (Sections 78.411-78.444 of the Nevada Revised
Statutes), which prohibits us from entering into a “combination” with an “interested stockholder” for up to four years, unless certain conditions
are met (such as, in some circumstances, approval by our board of directors before such person became an interested stockholder, or by
both our board of directors and a supermajority of disinterested stockholders). Under the statute, an interested stockholder is a person who
beneficially owns (or, if an affiliate or associate, did, within the prior two years, beneficially own) stock with 10% or more of the corporation’s
voting power. The inability of an interested stockholder to pursue the types of combinations restricted by the statute could discourage, delay
or prevent a merger, acquisition or other change in control of our company.
Finally, a person acquiring a significant proportion of our voting stock could be precluded from voting all or a portion of such shares under
Nevada’s “control share” statute (Sections 78.378-78.3793 of the Nevada Revised Statutes), which prohibits an acquirer of stock, under
certain circumstances, from voting its “control shares” of stock acquired up to 90 days prior to crossing certain ownership threshold
percentages, unless the acquirer obtains approval of disinterested stockholders or unless the issuing corporation amends its articles of
incorporation or bylaws within 10 days of the acquisition to provide that the “control share” statute does not apply to the corporation or the
types of existing or future stockholders. If the voting rights are not approved, the statute would allow us to call all of such control shares for
redemption at the average price paid for such shares.
We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could
otherwise adversely affect holders of our Class A common stock, which could depress the price of our Class A common stock.
Our amended and restated articles of incorporation authorize us to issue one or more series of preferred stock. Our board of directors has the
authority to determine the preferences, limitations and relative rights of the shares of preferred stock and to fix the number of shares
constituting any series and the designation of such series, without any further vote or action by our stockholders. Our preferred stock could
be issued with voting, liquidation, dividend and other rights superior to the rights of our Class A common stock. The potential issuance of
preferred stock may delay or prevent a change in control of us, discourage bids for our Class A common stock at a premium to the market
price, and materially and adversely affect the market price and the voting and other rights of the holders of our Class A common stock.
We are subject to securities class action litigation and may be subject to additional litigation in the future, which may harm our
business and operating results.
We are, and may in the future become, subject to various legal proceedings and claims that arise in or outside the ordinary course of
business. For example, in 2018, several putative class action complaints were filed against us, certain current and former officers and
directors and certain underwriters of our IPO alleging federal securities law violations in connection with the IPO. In addition, certain lawsuits
were filed against current and former officers and directors of Switch, Inc. alleging breaches of fiduciary duty, unjust enrichment, waste of
corporate assets, abuse of control, and gross mismanagement. These plaintiffs also named Switch, Inc. as a nominal defendant. These
lawsuits were brought by purported stockholders of Switch, Inc. and arise generally from the same allegations.
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We may be subject to similar lawsuits in the future. We may also be called on to defend ourselves against lawsuits relating to our business
operations. Some of these claims may seek significant damage amounts due to the nature of our business. Due to the inherent uncertainties
of litigation, we cannot accurately predict the nature or ultimate outcome of any such proceedings.
Regardless of their merits, these lawsuits or future lawsuits could subject us to substantial costs, divert resources and the attention of
management from our business and harm our business, results of operations, financial condition, reputation and cash flows. These factors
may materially and adversely affect the market price of our Class A common stock.
Substantial future sales of our Class A common stock, or the perception in the public markets that these sales may occur, may
depress our stock price.
Sales of substantial amounts of our Class A common stock in the public market, or the perception that these sales could occur, could
adversely affect the price of our Class A common stock and could impair our ability to raise capital through the sale of additional shares. As
of February 1, 2020, we had 94,877,065 shares of Class A common stock outstanding and 146,410,385 authorized but unissued shares of
Class A common stock that would be issuable upon redemption or exchange of Common Units.
All of the shares of Class A common stock held by our directors, executive officers and holders of substantially all of our outstanding
common stock (including shares of Class A common stock issuable upon redemption or exchange of Common Units) may be sold in the
public market, subject to applicable limitations imposed under federal securities laws. Sales of a substantial number of such shares or the
perception that such sales may occur, could cause our market price to fall or make it more difficult for our stockholders to sell their Class A
common stock at a time and price that they deem appropriate. We have entered into a Registration Rights Agreement pursuant to which the
shares of Class A common stock issued upon redemption or exchange of Common Units held by the Members will be eligible for resale,
subject to certain limitations set forth therein.
In the future, we may also issue additional shares of Class A common stock, or securities convertible or exchangeable for shares of Class A
common stock, to raise capital, which could constitute a material portion of our then-outstanding shares of common stock.
We cannot predict the impact our capital structure may have on our stock price.
In July 2017, S&P Dow Jones, a provider of widely followed stock indices, announced that companies with multiple share classes, such as
ours, will not be eligible for inclusion in certain of their indices. As a result, our Class A common stock is not currently eligible for these stock
indices. Many investment funds are precluded from investing in companies that are not included in such indices, and these funds would be
unable to purchase our Class A common stock. We cannot predict whether other stock indices will take a similar approach to S&P Dow
Jones in the future. Exclusion from indices could make our Class A common stock less attractive to investors and, as a result, the market
price of our Class A common stock could be adversely affected.
We incur costs as a result of being a public company and in the administration of our complex organizational structure.
As a public company, we incur significant legal, accounting, insurance and other expenses, including costs associated with public company
reporting requirements. We also have incurred and will continue to incur costs associated with the loss of our emerging growth company
status and related exemptions from certain disclosure obligations, Sarbanes-Oxley Act and related rules implemented by the SEC that have
not been reflected in our historical consolidated financial statements for periods prior to the IPO. We also incur ongoing periodic expenses in
connection with the administration of our organizational structure. The expenses incurred by public companies generally for reporting and
corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance
costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any
degree of certainty. In assessing these costs, we will take into account expenses related to insurance, legal, accounting, and compliance
activities, as well as other expenses not currently incurred. These laws and regulations could also make it more difficult or costly for us to
obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and
coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more
difficult for us to obtain certain types of insurance and to attract and retain qualified persons to serve on our board of directors, our board
committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to
delisting of our Class A common stock, fines, sanctions and other regulatory action and potentially civil litigation. Our organizational
structure, including our TRA, is complex, and we require the expertise of various tax, legal and accounting advisers to ensure compliance
with applicable laws and regulations. We have incurred and will continue to incur significant
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expenses in connection with the administration of our organizational structure. As a result, our expenses for legal, tax and accounting
compliance may be significantly greater than other companies of our size that do not have a similar organizational structure or a tax
receivable agreement in place.
We have identified a material weakness in our internal control over financial reporting and may identify additional material
weaknesses in the future or otherwise fail to maintain an effective system of internal controls or disclosure controls and procedures,
which may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic
reporting obligations.
As of December 31, 2019, we have a material weakness 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 material weakness, which was identified in connection with the audit of our 2017 consolidated financial statements, relates 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
December 31, 2019.
This material weakness could result in a misstatement of our account balances or disclosures that would result in a material misstatement of
the annual or interim consolidated financial statements that would not be prevented or detected.
We have implemented and continue to implement measures designed to improve our internal control over financial reporting to remediate this
material weakness. If the steps we take do not correct the material weakness 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.
Our ability to pay dividends on our Class A common stock is subject to the discretion of our board of directors and our amended
and restated credit agreement as well as future agreements.
Although we intend to pay quarterly cash dividends on our Class A common stock, the declaration, amount and payment of any future
dividends on shares of Class A common stock will be at the sole discretion of our board of directors, and will depend upon results of
operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems
relevant. The continued operation and expansion of our business will require substantial funding. We are a holding company, and
substantially all of our operations are carried out by Switch, Ltd. and its subsidiaries. Under our amended and restated credit agreement,
Switch, Ltd. is currently restricted from paying cash dividends or making certain other restricted payments, and we expect these restrictions
to continue in the future, which may in turn limit our ability to pay dividends on our Class A common stock. Our ability to pay dividends may
also be restricted by the terms of any future credit agreement or any future debt or preferred equity securities of ours or of our subsidiaries.
Accordingly, realization of a gain on an investment in our Class A common stock may depend on the appreciation of the price of our Class A
common stock, which may never occur.
Provisions of our articles of incorporation, limitations on director and officer liability and our indemnification of our officers and
directors may have the effect of discouraging lawsuits against our directors and officers.
Our amended and restated articles of incorporation require that (i) any derivative action or proceeding brought on our behalf, (ii) any action
asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any
action asserting a claim against us or our officers, directors or employees arising pursuant to any provision of Nevada law regarding
corporations, mergers, conversions, exchanges or domestications, or our amended and restated articles of incorporation or amended and
restated bylaws or (iv) any action asserting a claim against us or any of our directors, officers or other employees governed by the internal
affairs doctrine, will have to be brought only in the Eighth Judicial District Court of Clark County, Nevada. Although we believe this provision
benefits us by providing increased consistency in the application of Nevada law in the types of lawsuits to which it applies, the provision may
have the effect of discouraging lawsuits against our directors and officers.
In addition, our amended and restated articles of incorporation also provide, pursuant to Nevada corporation law, that a director or officer shall
not be personally liable to us or our stockholders for damages as a result of any
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breach of fiduciary duty as a director or officer, except for acts or omissions which involve intentional misconduct, fraud or knowing violation of
law. In addition, a director or officer will not be liable unless presumptions in his or her favor are rebutted. These provisions may discourage
stockholders from bringing suit against a director or officer for breach of fiduciary duty and may reduce the likelihood of derivative litigation
brought by stockholders on our behalf against a director or officer. In addition, our amended and restated articles of incorporation and bylaws
require indemnification of directors and officers to the fullest extent permitted by Nevada law.
Item 1B. Unresolved Staff Comments.
None.
Item 2.
Properties.
The information set forth under the captions “Our Campus Locations” and “Our Portfolio” in Item 1 of this Form 10-K is incorporated by
reference herein.
Item 3.
Legal Proceedings.
On September 7, 2017, Switch, Ltd. and Switch, Inc. were named in a lawsuit filed in the U.S. District Court for the District of Nevada by V5
Technologies formerly d/b/a Cobalt Data Centers. The lawsuit alleges, among other things, that Switch, Ltd. and Switch, Inc. monopolized
the Las Vegas Metropolitan area of Southern Nevada’s data center colocation market and engaged in unfair business practices leading to the
failure of Cobalt Data Centers in 2015 and seeks monetary damages in an amount yet to be disclosed. Discovery closed in February 2020.
The parties are currently engaged in dispositive motion practice. Switch, Ltd. and Switch, Inc. are vigorously defending the case.
On September 12, 2017, Switch, Ltd. filed a complaint in the Eighth Judicial District of Nevada against the consultant, Stephen Fairfax, and
his business, MTechnology Inc. Among other claims, Switch raised allegations of breach of contract and misappropriation of trade secrets.
The complaint also alleged that Aligned Data Centers LLC hired Mr. Fairfax and MTechnology to design their data centers; that this
consultant had toured Switch under a non-disclosure agreement; and that this consultant breached his confidentiality agreements with
Switch by using Switch’s designs to design the Aligned data centers. Switch, Ltd. is seeking an injunction to prevent the defendants in the
lawsuit from infringing Switch, Ltd.’s patents, as well as other remedies. The parties are currently engaged in discovery.
Four substantially similar putative class action complaints, captioned Martz v. Switch, Inc. et al. (filed April 20, 2018); Palkon v. Switch, Inc.
et al. (filed April 30, 2018); Chun v. Switch, Inc. et al. (filed May 11, 2018); and Silverberg v. Switch, Inc. et al. (filed June 6, 2018), were filed
in the Eighth Judicial District of Nevada, and subsequently consolidated into a single case (the “State Court Securities Action”). Additionally,
on June 11, 2018, one putative class action complaint captioned Cai v. Switch, Inc. et al. was filed in the United States District Court for the
District of New Jersey (the “Federal Court Securities Action,” and collectively with the State Court Securities Action, the “Securities Actions”)
and subsequently transferred to the Eighth Judicial District of Nevada in August 2018 and the federal court appointed Oscar Farach lead
plaintiff. These lawsuits were filed against Switch, Inc., certain current and former officers and directors and certain underwriters of Switch,
Inc.’s IPO alleging federal securities law violations in connection with the IPO. These lawsuits were brought by purported stockholders of
Switch, Inc. seeking to represent a class of stockholders who purchased Class A common stock in or traceable to the IPO, and seek
unspecified damages and other relief. In October 2018, the state court granted the defendants’ motion to stay the State Court Securities
Action in favor of the Federal Court Securities Action, which stay was affirmed by the Nevada Supreme Court in September 2019. In October
2018, the lead plaintiff of the Federal Court Securities Action filed an amended complaint. In November 2018, Switch, Inc. and other
defendants filed a motion to dismiss for failure to state a claim and a motion to strike. In July 2019, the federal court granted Switch, Inc.’s
motion to dismiss in part, which narrowed the scope of the plaintiff’s case. In December 2019, Switch, Inc. filed a motion for judgment on the
pleadings and the parties are waiting for the federal court to rule on the motion. The parties are currently engaged in discovery in the Federal
Court Securities Action. Switch, Inc. believes that these lawsuits are without merit and intends to continue to vigorously defend against them.
On September 10, 2018, two purported stockholders of Switch, Inc. filed substantially similar shareholder derivative complaints, respectively
captioned Liu v. Roy et al., and Zhao v. Roy et al., in the Eighth Judicial District of Nevada, which were subsequently consolidated into a
single case (the “Derivative Shareholder Action”). These lawsuits allege breaches of fiduciary duty, unjust enrichment, waste of corporate
assets, abuse of control, and gross mismanagement against certain current and former officers and directors of Switch, Inc. The plaintiffs
also named Switch, Inc. as a nominal defendant. The complaints arise generally from the same allegations described in the State Court
Securities Action and Federal Court Securities Action. The plaintiffs seek unspecified damages on
Switch, Inc. | 2019 Form 10-K | 40
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Switch, Inc.’s behalf from the officer and director defendants, certain corporate governance actions, compensatory awards, and other relief. In
December 2019, the court granted the parties’ stipulation to stay the Derivative Shareholder Action until the earlier of any of the following
events: the Securities Actions are resolved with prejudice as to each defendant or a motion for summary judgment is resolved in the Federal
Court Securities Action.
The outcomes of the legal proceedings are inherently unpredictable, subject to significant uncertainties, and could be material to the
Company’s financial condition, results of operations, and cash flows for a particular period. Where the Company is a defendant, it will
vigorously defend against the claims pleaded against it. These actions are each in preliminary stages and management has determined that
based on proceedings to date, it is currently unable to determine the probability of the outcome of these actions or the range of reasonably
possible loss, if any.
Item 4.
Mine Safety Disclosures.
Not applicable.
Part II.
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market information
Our Class A common stock has traded on the NYSE under the symbol “SWCH” since October 6, 2017. Prior to that date, there was no
public market for our Class A common stock. Our Class B common stock and Class C common stock are neither listed nor traded on any
stock exchange.
Holders of record
As of February 1, 2020, there were 22 holders of record of our Class A common stock. The number of record holders does not include
persons who held shares of our Class A common stock in nominee or “street name” accounts through brokers. As of February 1, 2020, there
were 99 holders of record of our Class B common stock. As of February 1, 2020, there were no shares of Class C common stock
outstanding.
Dividends
We currently pay regular quarterly cash dividends and expect to continue paying regular cash dividends on a quarterly basis. Prior to the
payment of such dividends, Switch, Ltd. makes and expects to continue making a cash distribution to all of its holders of record of Common
Units, including us. The declaration, amount and payment of any future dividends on shares of Class A common stock will be at the
discretion of our board of directors and will depend upon many factors, including our results of operations, financial condition, capital
requirements, restrictions in Switch, Ltd.’s debt agreements and other factors that our board of directors deem relevant. We are a holding
company, and substantially all of our operations are carried out by Switch, Ltd. and its subsidiaries. Additionally, Switch, Ltd.’s amended and
restated credit agreement places certain restrictions on its ability to pay cash dividends or make certain other restricted payments, and we
expect these restrictions to continue in the future, which may in turn limit our ability to pay dividends on our Class A common stock. Our
ability to pay dividends may also be restricted by the terms of any future credit agreement or any future debt or preferred equity securities of
us or our subsidiaries. Holders of our Class B common stock and Class C common stock are not entitled to participate in any dividends
declared by our board of directors.
Switch, Inc. | 2019 Form 10-K | 41
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Performance graph
The graph below compares the cumulative total stockholder return on our Class A common stock with the cumulative total return on the
Standard and Poor’s MidCap 400 Index (the “S&P 400”) and the Standard and Poor’s Technology Select Sector Index (“S&P Technology”) for
the period beginning on October 6, 2017 (the date our Class A common stock commenced trading on the NYSE) and ending on
December 31, 2019, assuming an investment of $100 on October 6, 2017 and the reinvestment of dividends where applicable.
Recent sales of unregistered securities
None.
Issuer purchases of equity securities
None.
Switch, Inc. | 2019 Form 10-K | 42
Table of Contents
Item 6.
Selected Financial Data.
The following selected financial data has been derived from our consolidated financial statements. This selected financial data should be read
together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” within Part II, Item 7, our
consolidated financial statements and related notes, and other information contained in this Form 10-K. Our historical results are not
necessarily indicative of the results to be expected in the future.
Consolidated Statements of Operations Data(3):
Revenue
$
Cost of revenue
Gross profit
Selling, general and administrative expense
Impact fee expense
Income from operations
Other income (expense):
Interest expense, including amortization of debt
issuance costs
Equity in net (losses) earnings of investments
Loss on extinguishment of debt
Gain on sale of asset
Impairment of notes receivable
Gain on lease termination
Loss on interest rate swaps
Other
Total other expense
Income (loss) before income taxes
Income tax (expense) benefit
Net income (loss)
Less: net income attributable to noncontrolling
interest
Net income (loss) attributable to Switch, Inc.
Net income (loss) per share/unit:
Basic
Diluted
Weighted average shares/units outstanding:
Basic
Diluted
$
$
$
2019(1)
$
462,310
242,679
219,631
142,704
—
76,927
(29,236 )
—
—
—
—
—
(14,917 )
1,481
(42,672 )
34,255
(2,713 )
31,542
Years Ended December 31,
2017(2)
(in thousands, except per share/unit data)
2016
2018
2015
$
405,860
224,413
181,447
126,768
—
54,679
$
378,275
198,230
180,045
160,569
649
18,827
$
318,352
168,844
149,508
71,420
27,018
51,070
265,870
141,060
124,810
45,251
—
79,559
(26,370 )
(331 )
—
—
—
—
—
3,283
(23,418 )
31,261
(1,943 )
29,318
(25,079 )
(1,077 )
(3,565 )
—
—
—
—
1,333
(28,388 )
(9,561 )
981
(8,580 )
(10,836 )
(10,138 )
—
—
(2,371 )
2,801
—
842
(19,702 )
31,368
—
31,368
22,625
8,917
$
25,266
4,052
$
6,628
(15,208 ) $
—
31,368
$
0.12
$
0.11
$
0.09
$
0.09
$
(1.88 ) $
(1.88 ) $
0.16
$
0.15
$
76,501
246,329
45,682
45,753
8,074
8,074
199,047
203,461
196,773
199,272
(7,682 )
821
(212 )
248
—
—
—
738
(6,087 )
73,472
—
73,472
—
73,472
0.37
0.37
$
0.12
$
0.06
$
0.01
$
—
$
—
Cash dividends declared per share
________________________________________
(1)
(2)
(3)
Reflects the impact from the adoption of Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), and ASU
No. 2016-02, Leases (Topic 842). Refer to Note 2 “Summary of Significant Accounting Policies” to our consolidated financial statements.
During the year ended December 31, 2017, we recorded non-recurring equity-based compensation expense of $71.3 million related to the accelerated vesting
of certain incentive units upon our IPO and fully vested awards granted under our 2017 Incentive Award Plan within selling, general and administrative
expense.
Switch, Ltd. and its subsidiaries is our predecessor for accounting purposes and, accordingly, amounts for the period from January 1, 2017 through October
10, 2017, and for the years ended December 31, 2016 and 2015 represent the historical consolidated operations of Switch, Ltd. and its subsidiaries. Switch,
Inc. had no business transactions or activities during this period from its incorporation on June 13, 2017 through October 10, 2017, with the exception of the
issuance of one share at par value of $0.001 per share, which was canceled as of the closing date of our IPO. The amounts for the period from October 11,
2017 through December 31, 2017 and the years ended December 31, 2019 and 2018 reflect the consolidated operations of Switch, Inc.
Switch, Inc. | 2019 Form 10-K | 43
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Consolidated Balance Sheet Data(2):
Cash and cash equivalents
Property and equipment, net
Total assets
Deferred revenue, current and noncurrent
Long-term debt, current and noncurrent
Finance lease liabilities, current and noncurrent
Total stockholders’/members’ equity
________________________________________
(1)
2019(1)
2018
2017
2016
2015
December 31,
(in thousands)
24,721 $
$
81,560
$ 1,551,117 $ 1,302,770
$ 1,773,743 $ 1,460,030
33,060
$
586,566
19,466
708,352
42,843 $
751,372 $
57,626 $
627,645 $
$
$
$
$
264,666
$ 1,133,572
$ 1,434,759
$
30,864
$
591,760
$
21,775
$
742,133
$
22,713
$ 874,259
$ 921,015
$
24,858
$ 472,067
$
23,466
$ 278,363
$
14,192
$ 598,234
$ 647,578
$
14,253
$ 292,517
$
19,466
$ 284,694
(2)
Reflects the impact from the adoption of ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), and ASU No. 2016-02, Leases (Topic 842).
Refer to Note 2 “Summary of Significant Accounting Policies” to our consolidated financial statements.
Switch, Ltd. and its subsidiaries is our predecessor for accounting purposes and, accordingly, amounts as of December 31, 2016 and 2015 represent the
historical consolidated operations of Switch, Ltd. and its subsidiaries. The amounts as of December 31, 2019, 2018, and 2017 reflect the consolidated
operations of Switch, Inc. Switch, Inc. had no business transactions or activities and had no assets or liabilities during the period from its incorporation on June
13, 2017 through October 10, 2017, with the exception of the issuance of one share at par value of $0.001 per share, which was canceled as of the closing
date of our IPO.
Item 7.
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 audited
consolidated financial statements and related notes included elsewhere in this Form 10-K. 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” included
elsewhere in this Form 10-K.
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.
During 2019, we operated three primary campus locations, called Primes, which encompass 11 colocation facilities with an aggregate of up
to 4.4 million 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, our fourth Prime, The Keep Campus in Atlanta, Georgia, opened during the first
quarter of 2020. In addition to our Primes, we hold a 50% ownership interest in 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 more than 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 years ended December 31, 2019, 2018, and 2017, our largest
customer, eBay, Inc. and its affiliates, accounted for 13%, 11%, and 11% 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.
Switch, Inc. | 2019 Form 10-K | 44
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We generated net income of $31.5 million and $29.3 million during the years ended December 31, 2019 and 2018, respectively. Due in part to
a non-recurring equity-based compensation expense related to the accelerated vesting of certain incentive units upon our IPO and fully vested
awards granted under our 2017 Incentive Award Plan, we generated a net loss of $8.6 million for the year ended December 31, 2017. During
the years ended December 31, 2019, 2018, and 2017, we generated Adjusted EBITDA of $231.1 million, $201.7 million, and $194.7 million,
respectively, representing an Adjusted EBITDA margin of 50.0%, 49.7%, and 51.5%, 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.
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. During 2019, our existing Prime Campus
locations encompassed 11 colocation facilities with an aggregate of up to 4.4 million GSF of space and up to 455 MW of power. As of
December 31, 2019, the utilization rates at these Prime Campuses, based on currently available cabinets, were approximately 94%, 75%,
and 97% at The Core Campus, The Citadel Campus, and The Pyramid Campus, respectively. Additionally, each of our existing Primes has
room for further expansion. Our fourth Prime, The Keep Campus in Atlanta, Georgia, opened during the first quarter of 2020. This data center
is designed to include up to approximately 310,000 GSF of space and have up to 35 MW of 100% renewable power available to the facility.
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 $6.8 million for the year ended December 31, 2019.
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.
Switch, Inc. | 2019 Form 10-K | 45
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We monitor the following unaudited key metrics and financial measures, some of which are not calculated in accordance with GAAP to help
us evaluate our business, identify trends affecting our business, formulate business plans and make strategic decisions.
Key Metrics and Non-GAAP Financial Measures
Years Ended
December 31,
2019
2018
2017
Recurring revenue
Capital expenditures
Adjusted EBITDA
Adjusted EBITDA margin
Recurring Revenue
$
$
$
446,966
307,712
231,061
(dollars in thousands)
$
$
$
395,743
275,524
201,700
$
$
$
369,926
402,561
194,720
50.0%
49.7%
51.5%
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:
Recurring revenue
Non-recurring revenue
Revenue
Capital Expenditures
Years Ended
December 31,
2019
2018
2017
446,966
15,344
462,310
(in thousands)
395,743
10,117
405,860
$
$
$
$
$
$
369,926
8,349
378,275
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 (loss) 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.
Switch, Inc. | 2019 Form 10-K | 46
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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.
The following table sets forth a reconciliation of our net income (loss) to Adjusted EBITDA:
Years Ended December 31,
2019
2018
2017
(in thousands)
Net income (loss)
Interest expense
Interest income(1)
Income tax expense (benefit)
Depreciation and amortization of property and equipment
Loss on disposal of property and equipment
Equity-based compensation
Shareholder-related litigation expense
Loss on interest rate swaps
Equity in net losses of investments
Impact fee expense
Loss on extinguishment of debt
Adjusted EBITDA
________________________________________
(1)
$
31,542 $
29,236
(704 )
2,713
119,945
586
29,524
3,302
14,917
—
—
—
$
231,061 $
$
29,318
26,370
(2,383 )
1,943
106,666
1,206
35,733
2,516
—
331
—
—
201,700
$
(8,580 )
25,079
(572 )
(981 )
89,124
569
84,790
—
—
1,077
649
3,565
194,720
Interest income is included in the “Other” line of other income (expense) in our consolidated statements of comprehensive income (loss).
Revenue
Components of Results of Operations
During the years ended December 31, 2019, 2018, and 2017, 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. The majority of our revenue contracts are classified
as licenses, with the exception of certain contracts that contain lease components. 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.
We recognize revenue when control of these goods and services is transferred to our customers in an amount that reflects the consideration
we expect to be entitled to in exchange for those goods and services. Revenue from recurring revenue streams is generally billed monthly and
recognized using a time-based measurement of progress as customers receive service benefits evenly throughout the term of the contract.
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 contract term, determined using a portfolio approach. Revenue is
generally recognized on a gross basis as a principal versus on a net basis as an agent, largely because we are primarily responsible for
fulfilling the contract, take title to services, and bear credit risk.
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
Switch, Inc. | 2019 Form 10-K | 47
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utilities and supplies that are directly related to growth in our existing and new customer base. 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.
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 NYSE, additional expenses related to the loss of our emerging growth company status as of 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. (“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.
Switch, Inc. | 2019 Form 10-K | 48
Table of Contents
Income Taxes
We are 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.
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 (loss), 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.
The following table sets forth our results of operations:
Results of Operations
Consolidated Statements of Operations Data(1):
Revenue
Cost of revenue
Gross profit
Selling, general and administrative expense
Impact fee expense
Income from operations
Other income (expense):
Interest expense, including amortization of debt issuance costs
Equity in net losses of investments
Loss on extinguishment of debt
Loss on interest rate swaps
Other
Total other expense
Income (loss) before income taxes
Income tax (expense) benefit
Net income (loss)
Less: net income attributable to noncontrolling interest
Net income (loss) attributable to Switch, Inc.
________________________________________
(1)
Years Ended
December 31,
2019
2018
2017
(in thousands)
$
$
$
462,310
242,679
219,631
142,704
—
76,927
(29,236 )
—
—
(14,917 )
1,481
(42,672 )
34,255
(2,713 )
31,542
22,625
8,917
$
$
405,860
224,413
181,447
126,768
—
54,679
(26,370 )
(331 )
—
—
3,283
(23,418 )
31,261
(1,943 )
29,318
25,266
4,052
$
378,275
198,230
180,045
160,569
649
18,827
(25,079 )
(1,077 )
(3,565 )
—
1,333
(28,388 )
(9,561 )
981
(8,580 )
6,628
(15,208 )
Switch, Ltd. and its subsidiaries is our predecessor for accounting purposes and, accordingly, amounts for the period from January 1, 2017 through October
10, 2017 represent the historical consolidated operations of Switch, Ltd. and its subsidiaries. Switch, Inc. had no business transactions or activities during this
period from its incorporation on June 13, 2017 through October 10, 2017, with the exception of the issuance of one share at par value of $0.001 per share,
which was canceled as of the closing date of our IPO. The amounts for the period from October 11, 2017 through December 31, 2017 and the years ended
December 31, 2019 and 2018 reflect the consolidated operations of Switch, Inc.
Switch, Inc. | 2019 Form 10-K | 49
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The following table sets forth the consolidated statements of operations data presented as a percentage of revenue. Amounts may not sum
due to rounding.
Years Ended
December 31,
2019
2018
2017
Consolidated Statements of Operations Data:
Revenue
Cost of revenue
Gross profit
Selling, general and administrative expense
Impact fee expense
Income from operations
Other income (expense):
Interest expense, including amortization of debt issuance costs
Equity in net losses of investments
Loss on extinguishment of debt
Loss on interest rate swaps
Other
Total other expense
Income (loss) before income taxes
Income tax (expense) benefit
Net income (loss)
Less: net income attributable to noncontrolling interest
Net income (loss) attributable to Switch, Inc.
Comparison of the Years Ended December 31, 2019 and 2018
100 %
52
48
31
—
17
(6)
—
—
(3)
—
(9)
7
(1)
7
5
2 %
100 %
55
45
31
—
13
(6)
—
—
—
1
(6)
8
—
7
6
1 %
Revenue
Colocation
Connectivity
Other
Revenue
Years Ended
December 31,
Change
2019
2018
Amount
%
$
$
370,682 $
85,009
6,619
462,310 $
(dollars in thousands)
324,209 $
74,006
7,645
405,860 $
46,473
11,003
(1,026)
56,450
100 %
52
48
42
—
5
(7)
—
(1)
—
—
(8)
(3)
—
(2)
2
(4)%
14 %
15 %
(13)%
14 %
Revenue increased by $56.5 million, or 14%, for the year ended December 31, 2019, compared to the year ended December 31, 2018. The
increase was primarily attributable to an increase of $46.5 million in colocation revenue. Of the overall increase, 38% was attributable to
revenue from new customers initiating service after December 31, 2018, and the remaining 62% was attributable to increased revenue 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 0.6% and 0.5% during the years ended December
31, 2019 and 2018, respectively. Additionally, during the year ended December 31, 2019, connectivity revenue included $4.3 million in sales-
type lease revenue as a result of the adoption of ASC 842. There was no sales-type lease revenue during the year ended December 31, 2018.
Switch, Inc. | 2019 Form 10-K | 50
Table of Contents
Cost of Revenue and Gross Margin
Years Ended
December 31,
Change
2019
2018
Amount
%
(dollars in thousands)
Cost of revenue
Gross margin
$
242,679
$
47.5 %
224,413
$
44.7 %
18,266
8 %
Cost of revenue increased by $18.3 million, or 8%, for the year ended December 31, 2019, compared to the year ended December 31, 2018.
The increase was primarily attributable to increases of $13.0 million in depreciation and amortization expense due to additional property and
equipment being placed into service, including the impact of a correction made during the year ended December 31, 2018 for an immaterial
amount 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, $2.7 million in salaries and related employee expenses largely due to an increase in headcount,
$1.1 million in connectivity costs, and $0.6 million in facilities costs associated with increased occupancy as a result of expansion activities.
Gross margin increased by 280 basis points for the year ended December 31, 2019, compared to the year ended December 31, 2018.
Selling, General and Administrative Expense
Years Ended
December 31,
Change
2019
2018
Amount
%
(dollars in thousands)
Selling, general and administrative expense
$
142,704 $
126,768
$
15,936
13%
Selling, general and administrative expense increased by $15.9 million, or 13%, for the year ended December 31, 2019, compared to the year
ended December 31, 2018. The increase was primarily attributable to increases of $8.4 million in professional fees for accounting, consulting,
and legal services and $4.2 million in salaries and related employee expenses, $10.4 million of which is largely due to an increase in
headcount, partially offset by a decrease of $6.2 million in non-cash compensation expense primarily related to certain equity awards granted
in 2017. Additionally, there were increases of $1.1 million in depreciation and amortization expense and $0.7 million in rent expense due to
the growth of our corporate office.
Other Income (Expense)
Other income (expense):
Interest expense
Equity in net losses of investments
Loss on interest rate swaps
Other
Total other expense
________________________________________
NM - Not meaningful
Interest Expense
Years Ended
December 31,
Change
2019
2018
Amount
%
(dollars in thousands)
$
$
(29,236) $
—
(14,917)
1,481
(42,672) $
(26,370) $
(331)
—
3,283
(23,418) $
(2,866)
331
(14,917)
(1,802)
(19,254)
11 %
(100)%
NM
(55)%
82 %
Interest expense increased by $2.9 million, or 11%, for the year ended December 31, 2019, compared to the year ended December 31, 2018.
The increase was driven by increases in our weighted average debt outstanding during 2019 as a result of borrowings on our revolving credit
facility and in our weighted average interest rate from 4.23% for the year ended December 31, 2018 to 4.45% for the year ended December
31, 2019. This was partially offset by a correction made during the year ended December 31, 2018 of $0.4 million in additional interest
expense that should have been expensed during the periods from June 30, 2017 through December 31, 2017.
Switch, Inc. | 2019 Form 10-K | 51
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Equity in Net Losses of Investments
Equity in net losses of investments of $0.3 million during the year ended December 31, 2018 related to the financial performance of our equity
method investment in SUPERNAP International. 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 $14.9 million from changes in the fair value for the year ended
December 31, 2019.
Other
Other income decreased by $1.8 million, or 55%, for the year ended December 31, 2019, compared to the year ended December 31, 2018.
The decrease was primarily due to a decrease in interest income earned on our cash equivalents.
Income Tax Expense
Years Ended
December 31,
Change
2019
2018
Amount
%
(dollars in thousands)
Income tax expense
$
(2,713) $
(1,943) $
(770)
40%
Income tax expense increased by $0.8 million, or 40%, for the year ended December 31, 2019, compared to the year ended December 31,
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
Years Ended
December 31,
Change
2019
2018
Amount
%
(dollars in thousands)
Net income attributable to noncontrolling interest
$
22,625 $
25,266 $
(2,641)
(10)%
Net income attributable to noncontrolling interest decreased by $2.6 million, or 10%, for the year ended December 31, 2019, compared to the
year ended December 31, 2018, primarily due to a decrease in ownership by noncontrolling interest holders.
For discussion related to the results of operations and changes in financial condition of the years ended December 31, 2018 and 2017, refer
to Part II, Item 7 in our Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the SEC on March 18, 2019.
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 December 31, 2019, we had $24.7 million in cash and cash equivalents. As of December 31, 2019, our total indebtedness was $809.0
million consisting of (i) $581.4 million principal from our term loan facility (net of debt issuance costs), (ii) $170.0 million from our revolving
credit facility, and (iii) $57.6 million from our finance lease
Switch, Inc. | 2019 Form 10-K | 52
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obligations. As of December 31, 2019, we had access to $330.0 million in additional liquidity from our revolving credit facility. For the year
ending December 31, 2020, we expect to incur $290 million to $340 million in capital expenditures for development and construction projects
related to our expansion (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 TRA. Although the actual timing and amount of any payments we make under the
TRA will vary, we expect those payments will be significant. Any payments we make under the TRA 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 TRA 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 and retire 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 upon authorization, but may have been suspended or discontinued at any time without notice.
Repurchases under the Common Unit repurchase program were funded from our existing cash and cash equivalents. As of December 31,
2019, we had no repurchase authority remaining.
In February 2020, our board of directors authorized the repurchase by Switch, Ltd. of up to $20.0 million of its outstanding Common Units
held by Founder Members, with any unused amount from this authorization expiring on March 17, 2020.
Cash Flows
The following table summarizes our cash flows:
Net cash provided by operating activities
Net cash used in investing activities
Net cash provided by (used in) financing activities
Net (decrease) increase in cash and cash equivalents
Cash Flows from Operating Activities
Years Ended
December 31,
2019
2018
2017
(in thousands)
$
$
209,413 $
(309,382)
43,130
(56,839) $
$
178,330
(278,095)
(83,341)
(183,106) $
146,601
(402,451)
497,803
241,953
Cash from operating activities is primarily generated from operating income from our colocation and connectivity services.
Net cash provided by operating activities for the year ended December 31, 2019 was $209.4 million, compared to $178.3 million for the year
ended December 31, 2018. The increase of $31.1 million was primarily due to increased operations in our expanded data center facilities and
changes in our working capital accounts, primarily an increase in deferred revenue received.
Cash Flows from Investing Activities
During the year ended December 31, 2019, net cash used in investing activities was $309.4 million, primarily consisting of capital
expenditures of $307.7 million related to the expansion of our data center facilities.
During the year ended December 31, 2018, net cash used in investing activities was $278.1 million, primarily consisting of capital
expenditures of $275.5 million related to the expansion of our data center facilities.
Cash Flows from Financing Activities
During the year ended December 31, 2019, net cash provided by financing activities was $43.1 million, primarily consisting of $170.0 million
in proceeds from borrowings on our revolving credit facility, partially offset by $91.0 million for the repurchase of Common Units, distributions
paid to noncontrolling interest of $19.4 million, dividends paid of $9.1 million, and repayments of borrowings outstanding under our term loan
and finance lease liabilities of $6.9 million.
Switch, Inc. | 2019 Form 10-K | 53
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During the year ended December 31, 2018, net cash used in financing activities was $83.3 million, primarily consisting of $60.6 million for the
repurchase of Common Units, distributions paid to noncontrolling interest of $11.6 million, repayments of borrowings outstanding under our
term loan of $6.3 million, and dividends paid of $2.8 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
December 31, 2019, we had $170.0 million outstanding under the revolving credit facility accruing interest at an underlying variable rate of
3.53% and $330.0 million of availability. As of December 31, 2019, we had $581.4 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 4.05%. Upon satisfying certain
conditions, the amended and restated credit agreement provides that we can increase the amount 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, engaging
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 December 31, 2019, the maximum consolidated
total leverage ratio was 4.50 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 December 31, 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.
We do not have any off-balance sheet arrangements for any of the periods presented.
Off-Balance Sheet Arrangements
Switch, Inc. | 2019 Form 10-K | 54
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The following table summarizes our contractual obligations as of December 31, 2019:
Contractual Obligations
Long-term debt, principal(1)
Long-term debt, interest(2)
Finance lease liabilities(3)
Operating lease liabilities(4)
Other contractual commitments(5)
Total
________________________________________
(1)
Payments Due by Period
Less than 1
Year
1 to 3 Years
3 to 5 Years
More Than 5
Years
Total
$
$
6,000
33,634
4,459
6,807
87,723
138,623
$
$
182,000
62,891
9,665
7,921
13,605
276,082
(in thousands)
567,000
38,369
10,049
4,158
73,926
693,502
$
$
$
$
—
—
139,714
53,155
797,652
990,521
$
$
755,000
134,894
163,887
72,041
972,906
2,098,728
(2)
(3)
(4)
(5)
Represents principal payments only. We will pay interest on outstanding indebtedness based on the rates and terms summarized in Note 6 “Long-Term Debt” to
our consolidated financial statements.
Represents interest expected to be incurred on our long-term debt based on amounts outstanding and interest rates as of December 31, 2019, including the
impact of interest rate swaps, as summarized in Note 6 “Long-Term Debt” to our consolidated financial statements. Actual rates will vary.
Represents principal and imputed interest. See Note 7 “Leases” to our consolidated financial statements.
Represents minimum operating lease payments, excluding potential lease renewals. See Note 7 “Leases” to our consolidated financial statements.
Represents primarily commitments for leases not yet commenced, construction-related purchase orders, and power purchase and portfolio energy credit
agreements for our data centers. See Note 7 “Leases” and Note 9 “Commitments and Contingencies” to our consolidated financial statements.
As of December 31, 2019, we recorded a liability under the TRA of $162.1 million. No amounts are included in the table above as we are
unable to reasonably estimate the timing of the payments of the liability; however, no amounts are expected to be paid within the next 12
months.
In January 2020, we entered into a power purchase and sale agreement for electricity to purchase a firm commitment of 60 MW per energy
hour for a term of one year starting on July 1, 2020, or a purchase commitment of $20.0 million, inclusive of scheduling services.
In January 2020, we borrowed $20.0 million under our revolving credit facility.
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. We believe that the accounting policies discussed below are critical to
understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments
and estimates.
Revenue Recognition
We derive 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 includes 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. The majority of our revenue contracts are classified as licenses and accounted for in accordance with Accounting
Standards Codification (“ASC”) 606, Revenue from Contracts with Customers with the exception of certain contracts that contain lease
components and are accounted for in accordance with ASC 842, Leases.
We recognize revenue when control of these goods and services is transferred to our customers in an amount that reflects the consideration
we expect to be entitled to in exchange for those goods and services. Revenue from recurring revenue streams is generally billed monthly and
recognized using a time-based measurement of progress as customers receive service benefits evenly throughout the term of the contract,
which is generally three to five years. Non-recurring installation fees, although generally paid in a lump sum upon installation, are deferred and
recognized ratably over the contract term, determined using a portfolio approach. Non-recurring installation fees are
Switch, Inc. | 2019 Form 10-K | 55
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not assessed as performance obligations as they are determined to be immaterial in the context of the contract with the customer. Revenue
is generally recognized on a gross basis as a principal versus on a net basis as an agent, largely because we are primarily responsible for
fulfilling the contract, take title to services, bear credit risk, and have discretion in establishing the price when selling to the customer.
For contracts with customers that contain multiple performance obligations, we account for individual performance obligations separately if
they are distinct or as a series of distinct obligations if the individual performance obligations meet the series criteria. Determining whether
products and services are considered distinct performance obligations that should be accounted for separately versus together may require
significant judgment. The transaction price of a contract is allocated to each distinct performance obligation on a relative standalone selling
price basis. The standalone selling price is determined by maximizing observable inputs such as overall pricing objectives, customer credit
history, and other factors. Other judgments include determining if any variable consideration should be included in the total contract value of
the arrangement, such as price increases. Any variable consideration included in the total contract value of the arrangement is allocated to
each distinct obligation, or series of distinct obligations, in an amount that depicts the consideration to which we expect to be entitled in
exchange for transferring the underlying goods or services to the customer. We have also made the accounting policy election to exclude
taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and
collected by us from a customer from our measurement of the transaction price.
Occasionally, we enter into contracts with customers for data center space and office space, which contain lease components. Our leases
with customers are generally classified as operating leases and lease payments are recognized on a straight-line basis over the lease term.
Lease revenue related to data center space is included within colocation revenue, while lease revenue related to office space is included
within other revenue.
Contract Balances
We generally invoice customers in monthly installments payable in advance. The difference between the timing of revenue recognition, and
the timing of billings and cash collections results in the recognition of accounts receivable, contract assets, and deferred revenue (contract
liabilities) on our consolidated balance sheets. Receivables are recorded at invoice amounts, net of allowance for doubtful accounts, and are
recognized in the period when we have transferred goods or provided services to our customers, and when our right to consideration for that
transfer is unconditional. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment
within 15 to 30 days of the invoice date. In instances where the timing of revenue recognition differs from the timing of invoicing, our contracts
generally do not include a significant financing component. We assess collectability based on a number of factors, including past transaction
history with the customer and the creditworthiness of the customer.
A contract asset exists when we have transferred products or provided services to our customers, but customer payment is contingent upon
future satisfaction of a performance obligation. Certain contracts include terms related to price arrangements and allocations of consideration
to multiple performance obligations recognized over differing periods of time. We generally recognize revenue ratably over the contract term,
which could potentially give rise to contract assets during certain periods of the contract term.
Deferred revenue represents amounts that are recognized when we have an unconditional right to a payment, and it has been either billed to,
or collected from, customers prior to transferring control of the underlying good or service to the customer.
Contract Costs
Contract costs include our incremental direct costs of either obtaining or fulfilling a contract, which primarily consist of sales commissions
and bonuses. Contract costs are deferred and amortized on a straight-line basis over the estimated period of benefit. We have elected to
apply the practical expedient to expense contract costs when incurred if the amortization period is one year or less.
Incremental Borrowing Rate
We recognize right-of-use lease liabilities for all leases other than those with a term of 12 months or less as we have elected to apply the
short-term recognition exemption. These lease liabilities represent our obligation to make lease payments arising from the lease and are
measured based on the present value of fixed lease payments over the lease term.
As our lessee leases do not provide a readily determinable implicit rate, we use our incremental borrowing rate estimated based on
information available at the commencement date in determining the present value of lease payments. When determining the incremental
borrowing rate, we assess multiple variables such as lease term,
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collateral, economic conditions, and credit-worthiness. We estimate our incremental borrowing rate using a benchmark senior unsecured
yield curve for debt instruments adjusted for our credit quality, market conditions, tenor of lease contracts, and collateral.
Equity-Based Compensation
Equity-based compensation for periods subsequent to our IPO includes stock options, restricted stock, and restricted stock units awarded to
employees. We measure equity-based compensation expense at the grant date based on the fair value of the award and recognize the
expense over the requisite service period, which is generally the vesting period. We use the straight-line method to recognize compensation
expense for equity awards with service conditions and the accelerated attribution method for equity awards with performance conditions.
We estimate the fair value of stock options using the Black-Scholes option-pricing model, which utilizes various inputs and assumptions,
some of which are subjective. Key inputs we use in applying the Black-Scholes option-pricing model are the stock price on the date of grant,
expected stock price volatility, expected term of the award, risk-free interest rate, and expected dividend yield. We estimate expected
volatility by using a weighted average of the historical volatility of our common stock and the historical volatilities of a peer group comprised of
publicly-traded companies in the same industry. We estimate the expected term of stock option awards using the “simplified” method,
whereby, the expected term equals the arithmetic average of the vesting term and the original contractual term of the stock option. The risk-
free interest rate is based on United States Treasury zero-coupon issues with remaining terms similar to the expected term of the stock
option awards at the time of grant. The expected dividend yield is based on our estimate of annual dividends expected to be paid at the time
of grant. Our restricted stock and restricted stock unit awards are measured based on the fair market value of the underlying common stock
on the date of grant.
Equity-based compensation for periods prior to our IPO includes incentive units and unit options awarded to employees and members. These
equity awards generally had only a service condition and certain of these awards also had a performance condition. The service-based
condition of those equity awards was satisfied over a period of up to five years. We estimated the fair value of these equity-based awards
using the Black-Scholes option pricing model, which requires the input of highly complex and subjective variables.
Our assumptions were as follows:
• Expected volatility. As we had not been a public company and did not have a trading history for our member equity units, the
expected price volatility of the member equity units was estimated by analyzing the volatility of companies in the same industry and
selecting volatility within the range.
• Risk-free interest rate. The risk-free interest rate was based on United States Treasury zero-coupon issues with remaining terms
similar to the expected term of the equity awards.
• Expected term. The expected term of the equity award was calculated by analyzing the historical exercise data and obtaining the
weighted average of the holding period for the equity awards.
• Expected dividend yield. The expected dividend rate was determined at the grant date for each equity award. Because the
underlying member equity units are not publicly traded, the fair value of the member equity units were estimated on each grant date
by a board of managers of Switch, Ltd. for historical periods prior to our IPO. In order to determine the fair value of the member equity
units, the board of managers considered, among other things, contemporaneous valuations of the member equity units prepared by
an unrelated third-party valuation firm in accordance with the guidance provided by the American Institute of Certified Public
Accountants Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. The board of
managers exercised reasonable judgment and considered several objective and subjective factors to determine the best estimate of
the fair value of our member equity units including:
•
•
•
•
our historical and expected operating and financial performance;
current business conditions;
our stage of development and business strategy;
the likelihood of achieving a liquidity event, such as an initial public offering or sale of our company given prevailing market
conditions and the nature and history of our business;
• market multiples of comparable companies in our industry;
•
•
the lack of an active public market for our equity units;
the market performance of comparable publicly traded peer companies; and
• macroeconomic conditions.
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In determining the fair value of the member equity units, we estimated the enterprise value of our business primarily using a weighted average
approach of a combination of the following three methods: (i) publicly traded data center company multiples; (ii) data center precedent
transaction multiples; and (iii) the discounted cash flow method based on our five-year forecast. The weighting of these three methods varied
over time. Application of these approaches involved the use of estimates, judgment and assumptions that were highly complex and
subjective, such as those regarding our expected future revenue, expenses and future cash flows, discount rates, market multiples, the
selection of comparable companies and the probability of possible future events. Common Unit awards were measured based on the fair
market value of the underlying unit on the date of grant.
We recorded equity-based compensation expense of $29.5 million, $35.7 million and $84.8 million for the years ended December 31, 2019,
2018, and 2017, respectively. Equity-based compensation expense during the year ended December 31, 2017 reflected the accelerated
vesting of certain incentive units upon our IPO and fully vested awards granted under our 2017 Incentive Award Plan. We expect to continue
to grant equity-based awards in the future, and, to the extent that we do, our equity-based compensation expense recognized in future
periods will likely increase.
Income Taxes
We account for income taxes pursuant to the asset and liability method, which requires the recognition of deferred income tax assets and
liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of
assets and liabilities based on enacted statutory tax rates applicable to the periods in which the temporary differences are expected to
reverse. Any effects of changes in income tax rates or laws are included in income tax expense in the period of enactment. We reduce the
carrying amounts of deferred tax assets by a valuation allowance if, based on the evidence available, it is more likely than not that such
assets will not be realized. In making the assessment under the more likely than not standard, appropriate consideration must be given to all
positive and negative evidence related to the realization of the deferred tax assets. The assessment considers, among other matters, the
nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry forward periods
by jurisdiction, our experience with loss carryforwards not expiring unutilized and all tax planning alternatives that may be available. A
valuation allowance is recognized if under applicable accounting standards we determine it is more likely than not that our deferred tax
assets would not be realized.
Tax Receivable Agreement
In connection with our IPO, we entered into a TRA with Switch, Ltd. and the Members. In the event that such parties exchange any or all of
their Common Units for Class A common stock, we are contractually committed to pay such holders 85% of the tax benefits realized by us
as a result of such transactions. The timing and amount of aggregate payments due under the TRA are contingent upon the taxable income
we generate each year and the tax rate then applicable. We recognize obligations under the TRA after concluding that it is probable that we
would have sufficient future taxable income to utilize the related tax benefits. The projection of future taxable income involves judgment and
actual taxable income may differ from our estimates, which could impact the timing of payments under the TRA. If we determine in the future
that we will not be able to fully utilize all or part of the related tax benefits, we would reduce the portion of the liability related to the tax
benefits not expected to be utilized and record the offsetting benefit on our consolidated statements of comprehensive income (loss). We
calculate the liability under the TRA using a complex TRA model, which includes a significant assumption related to the fair market value of
property and equipment.
Recent Accounting Pronouncements
See Note 2 “Summary of Significant Accounting Policies—Recent Accounting Pronouncements” to our consolidated financial statements for
more information.
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Cautionary Note Regarding Forward-Looking Statements
This Form 10-K 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 word 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-K 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;
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 expenses, including anticipated increases;
our expectations regarding demand for, and market acceptance of, our services;
our expectations regarding our customer growth rate;
our estimated capital expenditures for 2020;
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 beliefs regarding the effectiveness of efforts to improve our internal control over financial reporting;
our plans regarding our Common Unit repurchase program;
our expectations regarding payment of dividends; and
our expectations regarding payments under the TRA, contingent upon our taxable income and the applicable tax rate.
We qualify all of our forward-looking statements by these cautionary statements. The forward-looking statements in this Form 10-K 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;
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•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
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, including in our new Keep Campus;
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 revenue 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;
the success of our strategic partnerships;
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, ABA, environmental
and other laws that impact our business and industry;
the success of our solar project;
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 TRA, our Common Unit repurchase plan and our organizational structure;
our ability to sufficiently remediate the material weakness 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.
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 other filings with the SEC or in company press releases) for other
factors that may cause actual results to differ materially from those projected by us. For a further discussion of the risks relating to our
business, see “Item 1A—Risk Factors” in Part I of this Form 10-K.
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.
Item 7A. 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 December 31, 2019, borrowings under our amended and restated credit agreement bear
interest at a margin above LIBOR or base rate (each as
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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 December 31, 2019, we had
$355.0 million outstanding under our credit facilities with an underlying variable interest rate of 3.80%. As of December 31, 2019, a
hypothetical increase or decrease of 100 basis points in LIBOR would cause our annual interest cost to change by $3.6 million.
Switch, Inc. | 2019 Form 10-K | 61
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Item 8.
Financial Statements and Supplementary Data.
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Comprehensive Income (Loss)
Consolidated Statements of Members’/Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Switch, Inc. | 2019 Form 10-K | 62
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67
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Switch, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Switch, Inc. and its subsidiaries (the “Company”) as of December 31,
2019 and 2018, and the related consolidated statements of comprehensive income (loss), of members’/stockholders’ equity and of cash flows
for each of the three years in the period ended December 31, 2019, including the related notes (collectively referred to as the “consolidated
financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2019, based on
criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the
Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period
ended December 31, 2019 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion,
the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on
criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because a material weakness in internal control
over financial reporting existed as of that date related to an insufficient complement of resources with an appropriate level of accounting
expertise, knowledge, and training commensurate with the complexity of the Company’s financial reporting matters.
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 the annual or interim financial statements will not be prevented or detected on a timely
basis. The material weakness referred to above is described in Management’s Annual Report on Internal Control over Financial Reporting
appearing under Item 9A. We considered this material weakness in determining the nature, timing, and extent of audit tests applied in our
audit of the 2019 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over
financial reporting does not affect our opinion on those consolidated financial statements.
Change in Accounting Principles
As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases and the
manner in which it accounts for revenues from contracts with customers in 2019.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial
reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in management's report referred to
above. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control
over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or
fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the
consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits
also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding
of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. Our
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audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide
a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that
was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to
the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of
critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to
which it relates.
Tax Receivable Agreement
As described in Notes 2 and 10 to the consolidated financial statements, the Company has recorded a liability under the tax receivable
agreement (“TRA”) of $162.1 million as of December 31, 2019. In connection with its initial public offering in October 2017, the Company
entered into a TRA with Switch, Ltd. and the Members (the “Members” as defined by management). Switch, Ltd. operates as a partnership
for federal, state, and local tax reporting. In the event that such parties exchange any or all of their Common Units for Class A common
stock, the TRA requires the Company to make payments to such holders for 85% of the tax benefits realized, or in some cases deemed to
be realized, by the Company by such exchange as a result of (i) increases in the Company’s tax basis of its ownership interest in the net
assets of Switch, Ltd. resulting from any redemptions or exchanges of noncontrolling interest, (ii) tax basis increases attributable to
payments made under the TRA, and (iii) deductions attributable to imputed interest pursuant to the TRA. As disclosed by management,
management recognizes obligations under the TRA after concluding that it is probable that it would have sufficient future taxable income to
utilize the related tax benefits. The projection of future taxable income involves judgment and actual taxable income may differ from
estimates, which could impact the timing of payments under the TRA. Management calculates the liability under the TRA using a complex
TRA model, which includes a significant assumption related to the fair market value of property and equipment.
The principal considerations for our determination that performing procedures relating to the tax receivable agreement is a critical audit matter
are there was significant judgment by management when estimating whether future taxable income is probable and sufficient to utilize the
related tax benefits under the TRA and determining the TRA liability. This in turn led to a high degree of auditor judgment, subjectivity and
audit effort in performing audit procedures and in evaluating audit evidence relating to management’s TRA model and the significant
assumption related to the fair market value of property and equipment. In addition, the audit effort involved the use of professionals with
specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the
consolidated financial statements. These procedures included testing the effectiveness of controls over the calculation of the TRA liability
including the significant assumption related to the fair market value
Switch, Inc. | 2019 Form 10-K | 64
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of property and equipment. These procedures also included, among others, testing management’s process for evaluating the appropriateness
of the TRA model and testing the completeness, accuracy, and relevance of the underlying data used in the TRA model, including evaluating
the reasonableness of the significant assumption used by management related to the fair market value of property and equipment. Evaluating
the reasonableness of the fair market value of property and equipment involved (i) testing the completeness and accuracy of changes to the
cost basis of property and equipment throughout the year; (ii) assessing the appropriateness of the method used to estimate the fair market
value of property and equipment at each exchange date; and (iii) testing the evaluation prepared by management at each exchange date to
assess any significant business activity and condition of assets that would drive a material change in the fair market value of property and
equipment. Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the TRA model and
the reasonableness of the significant assumption related to the fair market value of property and equipment.
/s/ PricewaterhouseCoopers LLP
Las Vegas, Nevada
March 2, 2020
We have served as the Company’s auditor since 2013.
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Switch, Inc.
Consolidated Balance Sheets
(in thousands, except per share data)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
Accounts receivable, net of allowance of $309 and $426, respectively
Prepaid expenses
Other current assets
Total current assets
Property and equipment, net
Long-term deposit
Deferred income taxes
Other assets
TOTAL ASSETS
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Long-term debt, current portion
Accounts payable
Accrued salaries and benefits
Accrued expenses
Accrued construction payables
Deferred revenue, current portion
Customer deposits
Operating lease liability, current portion
Finance lease liability, current portion
Total current liabilities
Long-term debt, net
Operating lease liability
Finance lease liability
Deferred revenue
Liabilities under tax receivable agreement
Other long-term liabilities
TOTAL LIABILITIES
Commitments and contingencies (Note 7 and Note 9)
STOCKHOLDERS’ EQUITY:
Preferred stock, $0.001 par value per share, 10,000 shares authorized, none issued and outstanding
Class A common stock, $0.001 par value per share, 750,000 shares authorized, 89,768 and 55,218 shares issued and
outstanding, respectively,
Class B common stock, $0.001 par value per share, 300,000 shares authorized, 151,047 and 148,481 shares issued
and outstanding, respectively
Class C common stock, $0.001 par value per share, 75,000 shares authorized, zero and 42,945 shares issued and
outstanding, respectively
Additional paid in capital
Retained earnings
Accumulated other comprehensive income
Total Switch, Inc. stockholders’ equity
Noncontrolling interest
TOTAL STOCKHOLDERS’ EQUITY
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
December 31,
2019
2018
$
$
$
$
$
$
$
24,721
23,365
7,137
3,817
59,040
1,551,117
3,429
114,372
45,785
1,773,743
6,000
19,477
5,828
14,718
37,269
14,991
10,830
4,805
12
113,930
745,372
26,142
57,614
27,852
162,076
13,112
1,146,098
—
90
151
—
204,711
2,420
79
207,451
420,194
627,645
1,773,743
$
81,560
17,654
6,781
2,332
108,327
1,302,770
3,333
28,550
17,050
1,460,030
6,000
20,501
5,258
9,778
12,729
10,800
9,962
—
—
75,028
580,566
—
19,466
22,260
52,535
1,823
751,678
—
55
149
43
140,191
2,693
79
143,210
565,142
708,352
1,460,030
The accompanying notes are an integral part of these consolidated financial statements.
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Switch, Inc.
Consolidated Statements of Comprehensive Income (Loss)
(in thousands, except per share data)
Revenue
Cost of revenue
Gross profit
Selling, general and administrative expense
Impact fee expense
Income from operations
Other income (expense):
Interest expense, including $1,636, $1,636, and $1,303, respectively, in amortization of debt
issuance costs
Equity in net losses of investments
Loss on extinguishment of debt
Loss on interest rate swaps
Other
Total other expense
Income (loss) before income taxes
Income tax (expense) benefit
Net income (loss)
Less: net income attributable to noncontrolling interest
Net income (loss) attributable to Switch, Inc.
Net income (loss) per share (Note 14):
Basic
Diluted
Weighted average shares used in computing net income (loss) per share (Note 14):
Basic
Diluted
Other comprehensive income:
Foreign currency translation adjustment, net of tax of $0
Comprehensive income (loss)
Less: comprehensive income attributable to noncontrolling interest
Comprehensive income (loss) attributable to Switch, Inc.
Years Ended
December 31,
2019
462,310 $
242,679
219,631
142,704
—
76,927
2018
2017
$
405,860
224,413
181,447
126,768
—
54,679
378,275
198,230
180,045
160,569
649
18,827
(29,236)
—
—
(14,917)
1,481
(42,672)
34,255
(2,713)
31,542
22,625
8,917 $
(26,370)
(331)
—
—
3,283
(23,418)
31,261
(1,943)
29,318
25,266
4,052
$
(25,079)
(1,077)
(3,565)
—
1,333
(28,388)
(9,561)
981
(8,580)
6,628
(15,208)
0.12 $
0.11 $
0.09
0.09
$
$
(1.88)
(1.88)
76,501
246,329
45,682
45,753
8,074
8,074
—
31,542
22,625
8,917 $
331
29,649
25,549
4,100
$
908
(7,672)
6,732
(14,404)
$
$
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
Switch, Inc. | 2019 Form 10-K | 67
Table of Contents
Switch, Inc.
Consolidated Statements of Members’/Stockholders’ Equity
(in thousands)
Class A Common
Stock
Class B Common
Stock
Class C Common
Stock
Switch, Inc. Stockholders’ Equity
Members’
Equity
Shares Amount Shares Amount Shares Amount
Additional
Paid in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income
Noncontrolling
Interest
Total
Stockholders’
Equity
$ 279,056
—
$ —
— $ —
—
$ —
$
—
$
— $
(693) $
—
$
278,363
Balance—
December 31,
2016
Activity prior
to the initial
public offering
and related
organization
transactions:
Net loss
(17,313)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
75,110
1,115
161
(174,235)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
786
—
—
—
—
—
—
(17,313)
75,110
1,115
161
(174,235)
786
(163,894)
—
—
—
—
—
—
163,894
—
—
—
—
—
35,938
36
—
—
—
—
—
—
—
173,624
174
—
—
—
42,945
—
—
—
572,396
—
—
43
(174)
—
(43)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(629,507)
—
(80)
629,587
572,432
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,105
442
—
—
—
6,628
8,733
8,123
8,565
Equity-based
compensation
expense
Common units
awarded
Issuance of
membership
units upon
exercise of unit
options
Distributions to
members
Foreign
currency
translation
adjustment
Effects of the
initial public
offering and
related
organization
transactions:
Effects of the
reorganization
transactions
Issuance of
Class A
common stock
in the initial
public offering,
net of
underwriting
discount and
offering costs
Issuance of
Class B
common stock
Issuance of
Class C
common stock
Allocation of
equity to
noncontrolling
interest in
Switch, Ltd.
Activity
subsequent to
the initial
public offering
and related
organization
transactions:
Net income
Equity-based
compensation
expense
Distributions to
noncontrolling
interest
Dividends
declared
($0.0147 per
share)
Foreign
currency
translation
adjustment
Balance—
December 31,
2017
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(503)
—
—
—
18
(11,203)
(11,203)
—
(503)
104
122
$
—
35,938
$
36
173,624 $ 174
42,945
$
43
$ 107,008
$ 1,602 $
31
$
633,239
$
742,133
Switch, Inc. | 2019 Form 10-K | 68
Table of Contents
Switch, Inc.
Consolidated Statements of Members’/Stockholders’ Equity (Continued)
(in thousands)
Class A Common
Stock
Class B Common
Stock
Class C Common
Stock
Switch, Inc. Stockholders’ Equity
Members’
Equity
Shares Amount Shares Amount Shares Amount
Additional
Paid in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income
Noncontrolling
Interest
Total
Stockholders’
Equity
Balance—
December 31,
2017
Net income
Equity-based
compensation
expense
Issuance of
Class A
common stock
upon
settlement of
restricted stock
unit awards,
net of shares
withheld for
tax
Issuance of
restricted stock
awards
Dividends
declared
($0.0588 per
share)
Distributions to
noncontrolling
interest
Exchanges of
noncontrolling
interest for
Class A
common stock
Repurchase of
common units
and
cancellation of
Class B
common stock
Recognition of
tax receivable
agreement
liability
resulting from
exchanges of
noncontrolling
interest for
Class A
common stock
Net deferred
tax assets
resulting from
exchanges of
noncontrolling
interest for
Class A
common stock
Settlement of
unit option
loans
Foreign
currency
translation
adjustment
Balance—
$
—
—
35,938
—
$ 36
—
173,624 $ 174
—
—
42,945
—
$ 43
—
$ 107,008
—
$ 1,602 $
4,052
—
—
—
—
—
—
—
13,057
—
—
131
—
61
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(1,232 )
—
—
—
—
—
(2,961 )
—
—
19,088
19
(19,088 )
(19 )
—
—
53,403
—
31
—
—
—
—
—
—
—
$
$
633,239
25,266
742,133
29,318
22,676
35,733
—
—
—
(1,232 )
—
(2,961 )
(11,617 )
(11,617 )
(53,403 )
—
—
—
—
(6,055 )
(6 )
—
—
(9,085 )
—
—
(51,553 )
(60,644 )
—
—
—
—
—
—
—
(52,535 )
—
—
—
(52,535 )
—
—
—
—
—
—
—
—
—
—
—
—
—
29,512
—
63
—
—
—
—
—
—
—
—
—
—
—
—
—
48
—
29,512
251
314
283
331
December 31,
2018
$
—
55,218
$ 55
148,481 $ 149
42,945
$ 43
$ 140,191
$ 2,693 $
79
$
565,142
$
708,352
Switch, Inc. | 2019 Form 10-K | 69
Table of Contents
Switch, Inc.
Consolidated Statements of Members’/Stockholders’ Equity (Continued)
(in thousands)
Class A Common
Stock
Class B Common
Stock
Class C Common
Stock
Switch, Inc. Stockholders’ Equity
Members’
Equity
Shares Amount Shares Amount Shares Amount
Additional
Paid in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income
Noncontrolling
Interest
Total
Stockholders’
Equity
$
—
55,218
$
55
148,481 $ 149
42,945 $
43
$ 140,191
$ 2,693 $
79
$
565,142
$
708,352
—
—
—
—
—
—
—
484
—
80
—
—
—
—
—
—
—
1
—
—
—
—
—
—
—
—
—
—
—
—
—
224
8,917
—
—
—
—
15,487
—
—
—
—
—
(3,130)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(9,414)
—
—
—
—
—
—
—
—
940
22,625
1,164
31,542
14,037
29,524
1,711
(1,418)
—
—
—
(9,414)
(20,106)
(20,106)
—
33,986
34
(33,986)
(34)
—
—
101,450
—
—
(101,450)
—
—
—
—
(6,393)
(7)
—
—
(28,334)
—
—
—
—
42,945
43
(42,945)
(43)
—
—
—
—
(62,705)
(91,046)
—
—
—
—
—
—
—
—
—
(109,541)
—
—
—
(109,541)
—
—
—
—
—
—
—
88,588
—
—
—
88,588
Balance—
December 31,
2018
Cumulative
adjustment
due to
adoption of
new revenue
recognition
standard
Net income
Equity-based
compensation
expense
Issuance of
Class A
common stock
upon
settlement of
restricted stock
units
Issuance of
restricted stock
awards
Dividends
declared
($0.1176 per
share)
Distributions to
noncontrolling
interest
Exchanges of
noncontrolling
interest for
Class A
common stock
Repurchase of
common units
and
cancellation of
Class B
common stock
Conversion of
Class C
common stock
to Class B
common stock
Recognition of
tax receivable
agreement
liability
resulting from
exchanges of
noncontrolling
interest for
Class A
common stock
Net deferred
tax assets
resulting from
exchanges of
noncontrolling
interest for
Class A
common stock
Balance—
December 31,
2019
$
—
89,768
$
90
151,047 $ 151
— $ —
$ 204,711
$ 2,420 $
79
$
420,194
$
627,645
The accompanying notes are an integral part of these consolidated financial statements.
Switch, Inc. | 2019 Form 10-K | 70
Table of Contents
Switch, Inc.
Consolidated Statements of Cash Flows
(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization of property and equipment
Loss on disposal of property and equipment
Deferred income taxes
Amortization of debt issuance costs
Loss on extinguishment of debt
(Benefit) provision for doubtful accounts
Unrealized loss on interest rate swaps
Equity in net losses of investments
Equity-based compensation
Amortization of portfolio energy credits
Cost of revenue for sales-type lease
Changes in operating assets and liabilities:
Accounts receivable
Prepaid expenses
Other current assets
Other assets
Accounts payable
Accrued salaries and benefits
Accrued expenses
Accrued impact fee expense
Deferred revenue
Customer deposits
Operating lease liabilities
Other long-term liabilities
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment
Acquisition of intangible asset
Proceeds from sale of property and equipment
Proceeds from notes receivable
Purchase of portfolio energy credits
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of Class A common stock, net of offering costs
Proceeds from borrowings
Repayment of borrowings, including finance lease liabilities
Payment of debt issuance and extinguishment costs
Change in long-term deposit
Payment of tax withholdings upon settlement of restricted stock unit awards
Settlement of option loans
Repurchase of common units
Dividends paid to Class A common stockholders
Distributions paid to noncontrolling interest
Net cash provided by (used in) financing activities
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS—Beginning of year
Years Ended
December 31,
2019
2018
2017
$
31,542
$
29,318
$
(8,580 )
119,945
586
2,713
1,636
—
(73 )
14,014
—
29,524
1,844
1,082
(5,492 )
(775 )
(545 )
3,447
(892 )
570
2,198
—
12,437
868
(4,886 )
(330 )
106,666
1,206
1,943
1,636
—
207
—
331
35,733
2,467
—
(187 )
(1,744 )
(231 )
(5,353 )
(312 )
47
3,309
—
2,196
1,328
—
(230 )
89,124
569
(981 )
1,303
3,565
423
—
1,077
84,790
169
—
(6,435 )
(1,116 )
(261 )
(1,221 )
5,079
991
(2,435 )
(27,018 )
6,006
1,695
—
(143 )
209,413
178,330
146,601
(307,712 )
—
33
—
(1,703 )
(309,382 )
—
170,000
(6,876 )
—
921
(1,448 )
—
(91,046 )
(9,051 )
(19,370 )
43,130
(56,839 )
81,560
(275,524 )
(25 )
62
—
(2,608 )
(278,095 )
—
—
(6,333 )
—
(996 )
(1,232 )
314
(60,644 )
(2,835 )
(11,615 )
(83,341 )
(183,106 )
264,666
(402,561 )
(32 )
100
211
(169 )
(402,451 )
572,432
976,000
(854,991 )
(10,468 )
598
—
—
—
(503 )
(185,265 )
497,803
241,953
22,713
CASH AND CASH EQUIVALENTS—End of year
$
24,721
$
81,560
$
264,666
Switch, Inc. | 2019 Form 10-K | 71
Table of Contents
Switch, Inc.
Consolidated Statements of Cash Flows (Continued)
(in thousands)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest, net of amounts capitalized
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION:
Increase (decrease) in liabilities incurred to acquire property and equipment
(Decrease) increase in accounts receivable due to refund of long-term deposit
Increase in accrued construction payables incurred related to long-term deposit
Increase in dividends payable on unvested restricted stock units
Decrease in noncontrolling interest as a result of exchanges for Class A common stock
Recognition of liabilities under tax receivable agreement
Increase in deferred tax asset resulting from changes in outside basis difference on investment in Switch, Ltd.
Right-of-use assets obtained in exchange for new operating leases
Right-of-use assets obtained in exchange for new finance leases
Increase in distributions payable on unvested common units
Dividends payable settled with shares of Class A common stock
Settlement of liability incurred upon acquisition of capital lease asset
Distributions used for payment of option loans and related interest
Distributions declared but not paid
Years Ended
December 31,
2019
2018
2017
26,238
$
24,841
$
23,494
24,238
$
8,807
$
(53,455 )
(24 ) $
2,543
$
993
$
363
$
—
$
126
$
(101,450 ) $
(53,403 ) $
109,541
$
52,535
$
88,588
$
29,512
$
44
$
39,036
$
736
$
30
$
—
$
—
$
—
$
—
$
—
$
(1,976 ) $
—
$
—
$
2
$
—
$
—
—
—
—
—
—
—
—
—
—
—
173
152
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
Switch, Inc. | 2019 Form 10-K | 72
Table of Contents
Switch, Inc.
Notes to Consolidated Financial Statements
Note 1
Note 2
Note 3
Note 4
Note 5
Note 6
Note 7
Note 8
Note 9
Note 10
Note 11
Note 12
Note 13
Note 14
Note 15
Note 16
Note 17
Organization
Summary of Significant Accounting Policies
Property and Equipment, Net
Long-Term Deposit
Equity Method Investments
Long-Term Debt
Leases
Retirement Benefit Plans
Commitments and Contingencies
Income Taxes
Stockholders’ Equity
Equity-Based Compensation
Noncontrolling Interest
Net Income (Loss) Per Share
Segment Reporting
Quarterly Financial Information (Unaudited)
Subsequent Events
Switch, Inc. | 2019 Form 10-K | 73
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74
86
87
87
88
89
92
92
93
96
96
100
101
101
102
102
Table of Contents
1. Organization
Switch, Inc. was formed as a Nevada corporation in June 2017 for the purpose of completing an initial public offering (“IPO”) and related
organizational transactions in order to carry on the business of Switch, Ltd. and its subsidiaries (collectively, “Switch,” and together with
Switch, Inc., the “Company”). Switch is comprised of limited liability companies that provide colocation space and related services to global
enterprises, financial companies, government agencies, and others that conduct critical business on the internet. Switch develops and
operates data centers in Nevada, which are Tier IV Gold certified, and Michigan, and is developing data centers in Georgia, with the first
facility opening during the first quarter of 2020, delivering redundant services with low latency and super capacity transport environments. As
the manager of Switch, Ltd., Switch, Inc. operates and controls all of the business and affairs of Switch.
In connection with the closing of Switch, Inc.’s IPO on October 11, 2017, Switch, Inc. and Switch, Ltd. consummated the following
organizational transactions (the “Transactions”):
• Switch, Ltd. adopted and approved the Fifth Amended and Restated Operating Agreement of Switch, Ltd. (the “Switch Operating
Agreement”), which amended and restated Switch, Ltd.’s prior operating agreement to, among other things, convert all incentive units
in Switch, Ltd. into common units of Switch, Ltd. (“Common Units”) and to appoint Switch, Inc. as the sole manager of Switch, Ltd.;
• Switch, Inc. amended and restated its articles of incorporation to, among other things, provide for Class A common stock, Class B
common stock, and Class C common stock;
• Switch, Inc. issued shares of its Class C common stock to Rob Roy, the Founder, Chief Executive Officer and Chairman of Switch,
Ltd., and an affiliated entity of Mr. Roy (collectively, the “Founder Members”) on a one-to-one basis with the number of Common
Units they owned, for nominal consideration, and shares of its Class B common stock to the holders of Common Units other than
Switch, Inc. and the Founder Members (the “Non-Founder Members” and, together with the Founder Members, the “Members”) on a
one-to-one basis with the number of Common Units they owned, for nominal consideration;
• Switch, Inc. issued and sold 35.9 million shares of its Class A common stock at a public offering price of $17.00 per share in
exchange for net proceeds of $577.3 million, after deducting underwriting discounts and commissions, but before offering expenses
of $4.9 million;
• Switch, Inc. used all of the net proceeds from the IPO to acquire 35.9 million newly issued Common Units from Switch, Ltd. at a
purchase price per Common Unit equal to the IPO price of Class A common stock, less underwriting discounts and commissions,
collectively representing 14.5% of Switch, Ltd.’s outstanding Common Units at the closing of the IPO; and
• Switch, Inc. entered into (i) a Tax Receivable Agreement (“TRA”) with Switch, Ltd. and the Members and (ii) an Amended and
Restated Registration Rights Agreement with the Members who, upon the completion of the IPO, owned an aggregate of 216.6
million shares of Switch, Inc.’s Class B common stock and Class C common stock.
2. Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying consolidated financial statements are presented in accordance with accounting principles generally accepted in the
United States of America (“GAAP”) and include the accounts of the Company. All significant intercompany transactions and balances have
been eliminated.
As the sole manager of Switch, Ltd., Switch, Inc. operates and controls all of the business and affairs of Switch, and has the sole voting
interest in, and controls the management of, Switch, and has the obligation to absorb the losses of, and receive benefits from, Switch.
Accordingly, Switch, Inc. identifies itself as the primary beneficiary of Switch and began consolidating Switch as of the closing date of the
IPO, resulting in a noncontrolling interest related to the Common Units held by Members on its consolidated financial statements.
Switch has been determined to be the predecessor for accounting purposes and, accordingly, the consolidated financial statements for
periods prior to the IPO and the Transactions have been adjusted to combine the previously separate entities for presentation purposes.
Amounts for the period from January 1, 2017 through October 10, 2017 presented in the consolidated financial statements and notes to
consolidated financial statements herein represent the historical operations of Switch. The amounts as of December 31, 2019 and 2018, for
the years ended December
Switch, Inc. | 2019 Form 10-K | 74
Table of Contents
31, 2019 and 2018, and for the period from October 11, 2017 through December 31, 2017 reflect the consolidated operations of the Company.
For the period from June 13, 2017 to October 10, 2017, Switch, Inc. had no business transactions or activities and had no assets or liabilities
with the exception of the issuance of one share at par value of $0.001 per share, which was canceled as of the closing date of the IPO.
The Company periodically evaluates entities for consolidation either through ownership of a majority voting interest, or through means other
than voting interest, in accordance with the Variable Interest Entity (“VIE”) accounting model. A VIE is an entity in which either (i) the equity
investors as a group, if any, lack the power through voting or similar rights to direct the activities of such entity that most significantly impact
such entity’s economic performance or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional
subordinated financial support.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, the Company
evaluates its estimates, including, but not limited to, those related to the allowance for doubtful accounts, useful lives of property and
equipment, deferred income taxes, liabilities under the TRA, equity-based compensation, deferred revenue, incremental borrowing rate, fair
value of performance obligations, and probability assessments of exercising renewal options on leases. The Company bases its estimates on
historical experience and on various other assumptions that are believed to be reasonable. Actual results could differ from these estimates.
Cash and Cash Equivalents
The Company considers all highly liquid instruments with an original maturity of three months or less to be cash equivalents. There were no
cash equivalents as of December 31, 2019. Cash equivalents as of December 31, 2018 were comprised of money market funds totaling $53.3
million.
Investments
The Company’s investments in entities where it holds at least a 20% ownership interest and has the ability to exercise significant influence
over, but not control, the investee are accounted for using the equity method of accounting. The Company’s share of the investee’s results of
operations is included in equity in net losses of investments and foreign currency translation adjustment, as applicable, is included in other
comprehensive income with a corresponding adjustment to its investment. The Company discontinues applying the equity method of
accounting when the investment is reduced to zero. If the investee subsequently reports net income or other comprehensive income, the
Company resumes applying the equity method of accounting only after its share of unrecognized net income and other comprehensive
income, respectively, equals the share of losses not recognized during the period the equity method of accounting was suspended. The
Company gives precedence to other comprehensive income and losses when determining whether to resume applying the equity method of
accounting. Investments in entities where the Company holds less than a 20% ownership interest are generally accounted for using the cost
method of accounting.
Concentration of Credit and Other Risks
Although the Company operates primarily in Nevada, realization of its customer accounts receivable and its future operations and cash flows
could be affected by adverse economic conditions, both regionally and elsewhere in the United States. During the years ended December 31,
2019, 2018, and 2017, the Company’s largest customer and its affiliates comprised 13%, 11%, and 11%, respectively, of the Company’s
revenue. Two customers, one of which was the Company’s largest customer and its affiliates, accounted for 10% or more of accounts
receivable as of December 31, 2019 and the Company’s largest customer and its affiliates accounted for 10% or more of accounts receivable
as of December 31, 2018.
Accounts Receivable
Customer receivables are non-interest bearing and are initially recorded at cost. The Company generally does not request collateral from its
customers; however, it usually obtains a lien or other security interest in certain customers’ equipment placed in the Company’s data center,
and/or obtains a deposit. The Company maintains an allowance for doubtful accounts for estimated losses up to the full amount of invoices
based on the age of the invoices. If the financial condition of the Company’s customers were to deteriorate or if they became insolvent,
resulting in an impairment of their ability to make payments, greater allowances for doubtful accounts may be required. Management
specifically analyzes accounts receivable and current economic news and trends, historical bad debt, customer concentrations, customer
credit-worthiness, and changes in customer payment terms when
Switch, Inc. | 2019 Form 10-K | 75
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evaluating the adequacy of the Company’s reserves. Delinquent account balances are written off after management has determined the
likelihood of collection is not probable. The Company recorded a benefit for doubtful accounts of $0.1 million during the year ended December
31, 2019 and bad debt expense of $0.2 million and $0.4 million during the years ended December 31, 2018 and 2017, respectively.
Leases
The Company determines if an arrangement is or contains a lease at inception or modification of the arrangement. An arrangement is or
contains a lease if there are identified assets and the right to control the use of an identified asset is conveyed for a period in exchange for
consideration. Control over the use of the identified assets means the lessee has both the right to obtain substantially all of the economic
benefits from the use of the asset and the right to direct the use of the asset.
For lessee leases, the Company recognizes right-of-use (“ROU”) assets and lease liabilities for all leases other than those with a term of 12
months or less as the Company has elected to apply the short-term lease recognition exemption. ROU assets represent the Company’s right
to use an underlying asset for the lease term. Lease liabilities represent the Company’s obligation to make lease payments arising from the
lease. ROU assets and lease liabilities are classified and recognized at the commencement date of a lease. Lease liabilities are measured
based on the present value of fixed lease payments over the lease term. ROU assets consist of (i) initial measurement of the lease liability;
(ii) lease payments made to the lessor at or before the commencement date less any lease incentives received; and (iii) initial direct costs
incurred by the Company. Lease payments may vary because of changes in facts or circumstances occurring after the commencement,
including changes in inflation indices. Variable lease payments are excluded from the measurement of ROU assets and lease liabilities and
are recognized in the period in which the obligation for those payments is incurred.
As the Company’s lessee leases do not provide a readily determinable implicit rate, the Company uses its incremental borrowing rate based
on information available at the commencement date in determining the present value of lease payments. When determining the incremental
borrowing rate, the Company assesses multiple variables such as lease term, collateral, economic conditions, and credit-worthiness. The
Company estimates its incremental borrowing rate using a benchmark senior unsecured yield curve for debt instruments adjusted for its
credit quality, market conditions, tenor of lease contracts, and collateral.
For income statement purposes, the Company recognizes rent expense on a straight-line basis for operating leases. For finance leases, the
Company recognizes interest expense associated with the lease liability and depreciation expense associated with the ROU asset. For ROU
assets held under finance leases and leasehold improvements, the estimated useful lives are limited to the shorter of the useful life of the
asset or the term of the lease.
Many of the Company’s lease arrangements include options to extend the lease, which the Company does not include in its expected lease
terms unless they are reasonably certain to be exercised. The Company has lease arrangements with lease and non-lease components. The
Company has elected to apply the practical expedient to combine lease and related non-lease components for all classes of underlying
assets and shall account for the combined component as a lease component.
Property and Equipment
Property and equipment is stated at cost. Depreciation and amortization of property and equipment is computed using the straight-line
method over the estimated useful lives of the respective assets. The cost and accumulated depreciation of property and equipment retired or
otherwise disposed of are eliminated from the respective accounts and any resulting gain or loss is included in operations. Costs of repairs
and maintenance are expensed as incurred. For assets used in data center operations, the related depreciation and amortization are
included in cost of revenue.
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The Company’s estimated useful lives of its property and equipment are as follows (in years):
Assets
Land improvements
Buildings, building improvements and leasehold improvements
Substation equipment
Data center equipment
Vehicles
Core network equipment
Cloud computing equipment
Fiber facilities
Computer equipment, furniture and fixtures
Estimated Useful
Lives
20-30
3-40
30
5-10
7
5-7
5
20, 25
3-5
The Company capitalizes certain costs incurred in connection with developing or obtaining internal use software. Capitalized software costs
placed into service are included in computer equipment, furniture and fixtures and are amortized on a straight-line basis over a three-year
period. Software costs that do not meet capitalization criteria are expensed immediately. The Company capitalized internal use software
costs of $2.3 million, $1.4 million, and $1.8 million during the years ended December 31, 2019, 2018, and 2017, respectively.
In addition, the Company capitalizes interest costs during the construction phase of data centers. Once a data center or expansion project
becomes operational, these costs are allocated to certain property and equipment categories and are depreciated over the estimated useful
life of the underlying assets.
Impairment of Long-Lived Assets
The Company’s long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and
used is measured by comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be
generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is
recognized in the amount by which the carrying amount of the asset group exceeds the fair value of the asset group.
Portfolio Energy Credits
The Company records portfolio energy credits (“PECs”) at their cost when purchased as an intangible asset, subject to impairment testing,
within other assets on the consolidated balance sheets. PECs are not considered outputs by the Company. Amortization of PECs is
recorded within cost of revenue on the consolidated statements of comprehensive income (loss) when PECs are utilized in operations. A
summary of the Company’s PECs as of the end of each period presented is as follows:
PECs, gross
Accumulated amortization
PECs, net
Commitments and Contingencies
December 31,
2019
2018
(in thousands)
5,352 $
(5,352)
— $
3,649
(3,508)
141
$
$
The Company accrues for commitments and contingencies when management, after considering the facts and circumstances of each matter
as then known to management, has determined it is probable a liability has been incurred and the amount of the loss can be reasonably
estimated. When only a range of amounts is reasonably estimable and no amount within the range is more likely than another, the low end of
the range is recorded. Legal fees are expensed as incurred. Due to the inherent uncertainties surrounding gain contingencies, the Company
does not recognize potential gains until realized.
Debt Issuance Costs
Costs incurred in obtaining certain debt financing are deferred and amortized over the terms of the related debt instruments using the straight
line-method for both term debt, which approximates the interest method, and revolving debt. As of December 31, 2019 and 2018, unamortized
debt issuance costs totaled $5.7 million and $7.3
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million, respectively, of which $2.1 million and $2.9 million, respectively, were included within other assets on the consolidated balance
sheets.
Foreign Currency Translation
SUPERNAP International, S.A. (“SUPERNAP International”), an equity method investment of the Company, has investments in foreign
subsidiaries. The Company’s share of gains or losses from translation of SUPERNAP International’s foreign operations where the local
currency is the functional currency is included in other comprehensive income.
Revenue Recognition
During each of the years ended December 31, 2019, 2018, and 2017, the Company derived more than 95% of its 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 includes cross-connects, broadband services, and external connectivity. The remainder of the Company’s
revenue is from non-recurring revenue, which primarily includes installation services related to a customer’s initial deployment. The majority of
the Company’s revenue contracts are classified as licenses and accounted for in accordance with Accounting Standards Codification (“ASC”)
606, Revenue from Contracts with Customers (“ASC 606”), with the exception of certain contracts that contain lease components and are
accounted for in accordance with ASC 842, Leases (“ASC 842”).
The Company recognizes revenue when control of these goods and services is transferred to its customers in an amount that reflects the
consideration it expects to be entitled to in exchange for those goods and services. Revenue from recurring revenue streams is generally
billed monthly and recognized using a time-based measurement of progress as customers receive service benefits evenly throughout the term
of the contract, which is generally three to five years. Non-recurring installation fees, although generally paid in a lump sum upon installation,
are deferred and recognized ratably over the contract term, determined using a portfolio approach. Non-recurring installation fees are not
assessed as performance obligations as they are determined to be immaterial in the context of the contract with the customer. Revenue is
generally recognized on a gross basis as a principal versus on a net basis as an agent, largely because the Company is primarily
responsible for fulfilling the contract, takes title to services, bears credit risk, and has discretion in establishing the price when selling to the
customer.
For contracts with customers that contain multiple performance obligations, the Company accounts for individual performance obligations
separately if they are distinct or as a series of distinct obligations if the individual performance obligations meet the series criteria.
Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus
together may require significant judgment. The transaction price of a contract is allocated to each distinct performance obligation on a relative
standalone selling price basis. The standalone selling price is determined by maximizing observable inputs such as overall pricing objectives,
customer credit history, and other factors. Other judgments include determining if any variable consideration should be included in the total
contract value of the arrangement, such as price increases. Any variable consideration included in the total contract value of the arrangement
is allocated to each distinct obligation, or series of distinct obligations, in an amount that depicts the consideration to which the Company
expects to be entitled in exchange for transferring the underlying goods or services to the customer. The Company has also made the
accounting policy election to exclude taxes assessed by a governmental authority that are both imposed on and concurrent with a specific
revenue-producing transaction and collected by the Company from a customer from its measurement of the transaction price.
Occasionally, the Company enters into contracts with customers for data center space and office space, which contain lease components.
The Company’s leases with customers are generally classified as operating leases and lease payments are recognized on a straight-line
basis over the lease term. Lease revenue related to data center space is included within colocation revenue, while lease revenue related to
office space is included within other revenue.
The Company guarantees certain service levels, such as uptime, as outlined in individual customer contracts. If these standard service levels
are not achieved, the Company would reduce revenue for any credits given to the customer as a result. There were no service level credits
issued during the years ended December 31, 2019, 2018, and 2017.
Contract Balances
The Company generally invoices customers in monthly installments payable in advance. The difference between the timing of revenue
recognition, and the timing of billings and cash collections results in the recognition of accounts receivable, contract assets, and deferred
revenue (contract liabilities) on the consolidated balance sheets. Receivables are recorded at invoice amounts, net of allowance for doubtful
accounts, and are recognized in the period when the Company has transferred goods or provided services to its customers, and when its
right to
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consideration for that transfer is unconditional. Payment terms and conditions vary by contract type, although terms generally include a
requirement of payment within 15 to 30 days of the invoice date. In instances where the timing of revenue recognition differs from the timing of
invoicing, the Company has determined that its contracts generally do not include a significant financing component. The Company assesses
collectability based on a number of factors, including past transaction history with the customer and the creditworthiness of the customer.
A contract asset exists when the Company has transferred products or provided services to its customers, but customer payment is
contingent upon future satisfaction of a performance obligation. Certain contracts include terms related to price arrangements and allocations
of consideration to multiple performance obligations recognized over differing periods of time. The Company generally recognizes revenue
ratably over the contract term, which could potentially give rise to contract assets during certain periods of the contract term.
Deferred revenue represents amounts that are recognized when the Company has an unconditional right to a payment, which has been either
billed to, or collected from, customers prior to transferring control of the underlying good or service to the customer.
The opening and closing balances of the Company’s contract assets and deferred revenue are as follows:
Contract assets,
current portion(1) Contract assets(2)
Deferred revenue,
current portion
Deferred revenue
$
$
145
496
351
$
$
(in thousands)
$
2,845
3,216
371
$
12,322
14,991
2,669
$
$
18,084
27,852
9,768
January 1, 2019
December 31, 2019
Increase
________________________________________
(1)
(2)
Contract assets, current portion are included within other current assets of the Company’s consolidated balance sheet as of December 31, 2019.
Contract assets are included within other assets of the Company’s consolidated balance sheet as of December 31, 2019.
The differences between the opening and closing balances of the Company’s deferred revenue primarily result from timing differences between
the Company’s satisfaction of performance obligations and associated customer payments. Revenue recognized during the year ended
December 31, 2019 from the opening balance of deferred revenue was $12.5 million. For the year ended December 31, 2019, no impairment
losses related to contract balances were recognized on the consolidated statement of comprehensive income (loss).
Contract Costs
Contract costs include the Company’s incremental direct costs of either obtaining or fulfilling a contract, which primarily consist of sales
commissions and bonuses. Contract costs are deferred and amortized on a straight-line basis over the estimated period of benefit. The
Company elected to apply the practical expedient to expense contract costs when incurred if the amortization period is one year or less.
As of December 31, 2019, there were deferred contract costs of $1.5 million included in other assets on the Company’s consolidated balance
sheet. For the year ended December 31, 2019, $0.4 million of deferred contract costs were amortized to selling, general and administrative
expense on the Company’s consolidated statement of comprehensive income (loss).
Remaining Performance Obligations
Remaining performance obligations represent contracted revenue that has not yet been recognized, which includes deferred revenue and
amounts that will be invoiced and recognized in future periods. These amounts as of December 31, 2019 were $783.7 million, 34%, 40%, and
15% of which is expected to be recognized over the next year, one to three years, and three to five years, respectively, with the remainder
recognized thereafter. The remaining performance obligations do not include estimates of variable consideration related to unsatisfied
performance obligations, such as the usage of metered power, or any contracts that could be terminated without significant penalties. The
Company elected to apply the practical expedient that allows the Company not to disclose variable consideration allocated to remaining
performance obligations that are either entirely or partially unsatisfied and form part of a single obligation.
Income Taxes
Switch, Inc. is taxed as a corporation and incurs U.S. federal, state, and local income taxes on its allocable share of taxable income or loss
of Switch, Ltd. Switch, Ltd. operates as a partnership for federal, state, and local tax reporting. Members are liable for any income taxes
resulting from their allocable portion of taxable income or loss
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of Switch, Ltd. as a pass-through entity.
For tax years beginning on or after January 1, 2018, Switch, Ltd. is subject to partnership audit rules enacted as part of the Bipartisan
Budget Act of 2015 (the “Centralized Partnership Audit Regime”). Under the Centralized Partnership Audit Regime, any audit of Switch, Ltd.
by the Internal Revenue Service (“IRS”) would be conducted at the partnership level, and if the IRS determines an adjustment, the default rule
is that the partnership would pay an “imputed underpayment” including interest and penalties, if applicable. Switch, Ltd. may instead elect to
make a “push-out” election, in which case the partners for the year that is under audit would be required to take into account the adjustments
on their own personal income tax returns. The Switch Operating Agreement does not stipulate how Switch, Ltd. will address imputed
underpayments. If Switch, Ltd. receives an imputed underpayment, a determination will be made based on the relevant facts and
circumstances that exist at that time.
The Company accounts for income taxes pursuant to the asset and liability method, which requires the recognition of deferred income tax
assets and liabilities based on temporary differences between the carrying amounts and tax bases of assets and liabilities using enacted
statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Any effects of changes in income tax
rates or laws are included in income tax expense (benefit) in the period of enactment.
Deferred tax assets represent future tax deductions or credits. Realization of deferred tax assets ultimately depends on the existence of
sufficient taxable income of the appropriate character in either the carryback or carryforward period. Each reporting period, the Company
assesses the weight of all positive and negative evidence available and reduces the carrying amounts of deferred tax assets by a valuation
allowance if it is more likely than not that such assets will not be realized. A comprehensive assessment of all forms of positive and negative
evidence is performed on an annual basis and such assessment is updated during each interim period for significant changes.
The Company utilizes a two-step process to record uncertain income tax positions in which (1) the Company determines if the weight of
available evidence indicates it is more likely than not that the tax position for recognition will be sustained on the basis of its technical merits
and (2) for those tax positions meeting the more likely than not recognition threshold, the Company recognizes the largest amount of tax
benefit that is more than 50% likely of being realized upon ultimate settlement with the related tax authority. The Company includes interest
and penalties related to income taxes within the provision for income taxes. See Note 10 “Income Taxes” for additional information.
Tax Receivable Agreement
In connection with the IPO, the Company entered into a TRA with Switch, Ltd. and the Members. In the event that such parties exchange any
or all of their Common Units for Class A common stock, the TRA requires the Company to make payments to such holders for 85% of the
tax benefits realized, or in some cases deemed to be realized, by the Company by such exchange as a result of (i) increases in the
Company’s tax basis of its ownership interest in the net assets of Switch, Ltd. resulting from any redemptions or exchanges of noncontrolling
interest, (ii) tax basis increases attributable to payments made under the TRA, and (iii) deductions attributable to imputed interest pursuant
to the TRA (the “TRA Payments”). The annual tax benefits are computed by calculating the income taxes due, including such tax benefits,
and the income taxes due without such benefits. The Company expects to benefit from the remaining 15% of any tax benefits that it may
actually realize. The TRA Payments are not conditioned upon any continued ownership interest in Switch, Ltd. or the Company. The rights of
each noncontrolling interest holder under the TRA are assignable to transferees of its interest.
The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the amount and timing of
the taxable income the Company generates each year and the tax rate then applicable. The Company calculates the liability under the TRA
using a complex TRA model, which includes a significant assumption related to the fair market value of property and equipment. The
payment obligations under the TRA are obligations of Switch, Inc. and not of Switch, Ltd. Payments are generally due under the TRA within a
specified period of time following the filing of the Company’s tax return for the taxable year with respect to which the payment obligation
arises, although interest on such payments will begin to accrue at a rate of LIBOR plus 100 basis points from the due date (without
extensions) of such tax return. Any late payments that may be made under the TRA will continue to accrue interest at LIBOR plus 500 basis
points until such payments are subsequently made. See Note 10 “Income Taxes” for additional information.
Advertising Costs
Advertising costs are expensed when incurred and are included in selling, general and administrative expense in the accompanying
consolidated statements of comprehensive income (loss). Advertising expense was $1.5 million, $1.1 million, and $1.8 million during the
years ended December 31, 2019, 2018, and 2017, respectively.
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Equity-Based Compensation
Equity-based compensation cost is measured at the grant date for all equity-based awards made to employees based on the fair value of the
awards and is attributed on a straight-line basis for awards with service conditions and on an accelerated attribution basis for awards with
performance conditions over the requisite service period, which is generally the vesting period.
The Company used the Black-Scholes option-pricing model to determine the fair value of Switch, Ltd.’s incentive unit awards. The
determination of the fair value of the incentive unit awards was affected by assumptions regarding a number of complex and subjective
variables including the fair value of Switch, Ltd.’s member equity units, the expected price volatility of the member equity units over the term
of the awards and actual and projected employee purchase behaviors. Switch, Ltd.’s member equity units’ fair value per unit was estimated
using a weighted average approach of a combination of the following three methods: (1) publicly traded data center company multiples; (2)
data center precedent transaction multiples; and (3) the discounted cash flow method based on Switch, Ltd.’s five-year forecast. The
weighting of these three methods varied over time. Switch, Ltd. estimated the expected volatility by analyzing the volatility of companies in
the same industry and selecting volatility within the range. The risk-free interest rate was based on United States Treasury zero-coupon
issues with remaining terms similar to the expected term of the incentive unit awards. The expected dividend rate was determined at the
grant date for each incentive unit award. The expected term of the incentive unit award was calculated by analyzing historical exercise data
and obtaining the weighted average of the holding period for the incentive unit awards. Common Unit awards were measured based on the fair
market value of the underlying unit on the date of grant.
The Company uses the Black-Scholes option-pricing model to determine the fair value of Switch, Inc.’s stock option awards. Switch, Inc.
estimates the expected volatility by using a weighted average of the historical volatility of its common stock and the historical volatilities of a
peer group comprised of publicly-traded companies in the same industry. The risk-free interest rate is based on United States Treasury zero-
coupon issues with remaining terms similar to the expected term of the stock option awards. The expected dividend rate is based on the
Company’s estimate of annual dividends expected to be paid at the time of grant. The expected term for stock options granted is estimated
using the “simplified” method; whereby, the expected term equals the arithmetic average of the vesting term and the original contractual term
of the stock option due to Switch, Inc.’s lack of sufficient historical data. Switch, Inc.’s restricted stock and restricted stock unit awards are
measured based on the fair market value of the underlying common stock on the date of grant.
Net Income (Loss) per Share
Basic net income (loss) per share is computed by dividing net income (loss) attributable to Switch, Inc. by the weighted average number of
shares outstanding during the period. Diluted net income (loss) per share is computed giving effect to all potential weighted average dilutive
shares, including stock options, restricted stock units, dividend equivalent units, restricted stock awards, and Common Units convertible into
shares of Class A common stock during the period. The dilutive effect of outstanding awards, if any, is reflected in diluted earnings per share
by application of the treasury stock method or if-converted method, as applicable. Refer to Note 14 for further information on net income (loss)
per share.
Fair Value Measurements
Information about the Company’s financial assets and liabilities measured at fair value on a recurring basis is presented below:
Liabilities:
Interest rate swaps
Interest rate swaps
Balance Sheet Classification
Carrying
Value
December 31, 2019
Level 1
Level 2
Level 3
(in thousands)
Accrued expenses
Other long-term liabilities
$
$
3,464
10,550
$
$
—
—
$
$
3,464 $
10,550 $
—
—
Switch, Inc. | 2019 Form 10-K | 81
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Assets:
Cash equivalents
Derivative Financial Instruments
Balance Sheet Classification
Carrying
Value
December 31, 2018
Level 1
Level 2
Level 3
(in thousands)
Cash and cash equivalents
$
53,293
$
53,293
$
— $
—
A derivative is a financial instrument whose value changes in response to an underlying variable, requires little or no initial net investment, and
is settled at a future date. Derivatives are initially recognized on the consolidated balance sheets at fair value on the date on which the
derivatives are entered into and subsequently re-measured at fair value. Derivatives are separated into their current and long-term components
based on the timing of the estimated cash flows as of the end of each reporting period.
Embedded derivatives included in hybrid instruments are treated and disclosed as separate derivatives when their economic characteristics
and risks are not closely related to those of the host contract, the terms of the embedded derivative are the same as those of a stand-alone
derivative, and the combined contract is not measured at fair value through earnings. The financial host contracts are accounted for and
measured using the applicable GAAP of the relevant financial instrument category.
The method of recognizing fair value gains and losses depends on whether the derivatives are designated as hedging instruments, and if so,
the nature of the hedge relationship. All gains and losses from changes in the fair values of derivatives that do not qualify for hedge
accounting are recognized immediately in earnings. Cash flows from derivatives not designated as hedging instruments are classified in
accordance with the nature of the derivative instrument and how it is used in the context of the Company’s business.
The Company enters into interest rate swap agreements to manage its interest rate risk associated with variable-rate borrowings. In January
and February 2019, Switch, Ltd. entered into four interest rate swap agreements; whereby, Switch, Ltd. 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 and are not designated as hedging instruments. Losses from derivatives not designated
as hedging instruments, inclusive of periodic net settlement amounts, were recorded in loss on interest rate swaps on the consolidated
statements of comprehensive income (loss) and totaled $14.9 million for the year ended December 31, 2019.
Recent Accounting Pronouncements
ASU 2014-09–Revenue from Contracts with Customers
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from
Contracts with Customers (Topic 606) (“ASU 2014-09”), and since that date has issued several additional ASUs intended to clarify certain
aspects of ASU 2014-09 and to provide for certain practical expedients entities may elect upon adoption. The standard supersedes much of
existing revenue recognition guidance and provides a comprehensive five-step model for entities to use in accounting for revenue arising from
contracts with customers. The core principle of the standard is to recognize revenue when control of the promised goods or services is
transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those
goods or services. In addition, the standard requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and
cash flows arising from contracts with customers, including significant judgments and changes in judgments.
The Company adopted ASC 606 for the annual reporting period ending December 31, 2019 using the modified retrospective approach applied
to contracts not completed as of January 1, 2019, and recognized a cumulative net increase to opening retained earnings of $0.2 million, net
of income tax impacts. Results for reporting periods beginning after January 1, 2019 are presented under the new standard, while the
comparative information has not been restated and continues to be reported under accounting standards in effect for those periods.
Switch, Inc. | 2019 Form 10-K | 82
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The cumulative effect of the changes made to the Company’s consolidated balance sheet as of January 1, 2019 from the adoption of ASC
606 was as follows:
Assets:
Other current assets
Other assets
Deferred income taxes
Liabilities:
Deferred revenue, current portion
Deferred revenue
Equity:
Retained earnings
Noncontrolling interest
December 31, 2018
Adjustment Due to
Adoption of
ASC 606
(in thousands)
January 1, 2019
$
$
$
$
$
$
$
2,332
17,050
28,550
$
$
$
10,800
22,260
$
$
2,693
565,142
$
$
$
940
(2,377 ) $
(53 ) $
$
1,522
(4,176 ) $
224
940
$
$
3,272
14,673
28,497
12,322
18,084
2,917
566,082
The most significant impact to the Company from the adoption of ASC 606 relates to installation revenue and the associated costs of
installation. Under the new standard, the Company recognizes installation revenue and the associated costs of installation over the contract
term rather than over the expected life of the installation.
The below tables summarize the effects of adopting ASC 606 on the following consolidated financial statement line items:
Balance Sheets
Other current assets
Total current assets
Deferred income taxes
Other assets
Total assets
Deferred revenue, current portion
Total current liabilities
Deferred revenue
Total liabilities
Retained earnings
Total Switch, Inc. stockholders’ equity
Noncontrolling interest
Total stockholders’ equity
Total liabilities and stockholders’ equity
As Reported December
31, 2019
Adjustment Due to
Adoption of
ASC 606
(in thousands)
As If Presented
Under Prior
Standard
$
$
$
$
$
$
$
$
$
$
$
$
$
$
3,817
59,040
114,372
45,785
1,773,743
14,991
113,930
27,852
1,146,098
2,420
207,451
420,194
627,645
1,773,743
$
$
$
$
$
$
$
$
$
$
$
$
$
$
Switch, Inc. | 2019 Form 10-K | 83
(887) $
(887) $
$
97
$
3,390
$
2,600
(1,545) $
(1,545) $
$
6,097
$
4,552
(451) $
(451) $
(1,501) $
(1,952) $
$
2,600
2,930
58,153
114,469
49,175
1,776,343
13,446
112,385
33,949
1,150,650
1,969
207,000
418,693
625,693
1,776,343
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Statements of Comprehensive Income (Loss)
Revenue
Cost of revenue
Gross profit
Income from operations
Income before income taxes
Income tax expense
Net income
Net income attributable to noncontrolling interest
Net income attributable to Switch, Inc.
Basic net income per share
Diluted net income per share
Statements of Cash Flows
Cash flows from operating activities:
Net income
Deferred income taxes
Other current assets
Other assets
Deferred revenue
Net cash provided by operating activities
ASU 2016-02–Leases
As Reported
Year Ended
December 31, 2019
Adjustment Due to
Adoption of
ASC 606
As If Presented
Under Prior
Standard
(in thousands, except per share data)
462,310
242,679
219,631
76,927
34,255
2,713
31,542
22,625
8,917
$
$
$
$
$
$
$
$
$
0.12
0.11
$
$
(1,898) $
(1,066) $
(832) $
(832) $
(832) $
(44) $
(788) $
(561) $
(227) $
0.00
0.00
$
$
460,412
241,613
218,799
76,095
33,423
2,669
30,754
22,064
8,690
0.12
0.11
As Reported
Year Ended
December 31, 2019
Adjustment Due to
Adoption of
ASC 606
(in thousands)
As If Presented
Under Prior
Standard
$
31,542
$
2,713
(545) $
$
3,447
$
12,437
$
209,413
(788) $
(44) $
(53) $
(1,013) $
$
1,898
$
—
30,754
2,669
(598)
2,434
14,335
209,413
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), and since that date has issued subsequent
amendments to the initial guidance intended to clarify certain aspects of the guidance and to provide certain practical expedients entities can
elect upon adoption. ASC 842 introduces new requirements to increase transparency and comparability among organizations for leasing
transactions for both lessees and lessors. The principle of ASC 842 is that a lessee should recognize assets and liabilities that arise from
leases. Lessees need to recognize a right-of-use asset and a lease liability for all leases (other than leases that meet the definition of a
short-term lease). The liability is equal to the present value of lease payments. The asset is based on the liability. For income statement
purposes, ASC 842 requires leases to be classified as either operating or finance. Operating leases result in a straight-line expense pattern
while finance leases result in a front-loaded expense pattern. Lessor accounting remains largely unchanged, other than certain targeted
improvements intended to align lessor accounting with the lessee accounting model and with the updated revenue recognition guidance.
The Company adopted ASC 842 effective January 1, 2019 using the modified retrospective approach and elected to apply the new guidance
at the adoption date without adjusting comparative periods presented. Comparative information has not been restated and will continue to be
reported under accounting standards in effect for those periods. In adopting the new guidance, the Company elected to apply the package of
transition practical expedients, which allows the Company not to reassess (1) whether any expired or existing contracts contain leases under
the new definition of a lease; (2) lease classification for any expired or existing leases; and (3) whether previously capitalized initial direct
costs would qualify for capitalization under ASC 842. The Company also elected to apply the land easements practical expedient, which
permits the Company not to assess at transition whether any expired or existing land easements are, or contain, leases if they were not
previously accounted for as leases under the prior leasing standard. In transition, the Company did not elect to apply the hindsight practical
expedient, which permits entities to use hindsight in determining the lease term and assessing impairment of right-of-use assets.
The Company elected to apply the short-term lease recognition exemption, and as such, shall not recognize right-of-use assets or lease
liabilities for leases with a term of 12 months or less. The Company also elected to apply the practical expedient to combine lease and
related non-lease components for all classes of underlying assets, and shall account for the combined component as a lease component
under ASC 842, from both a lessee and lessor perspective.
Switch, Inc. | 2019 Form 10-K | 84
Table of Contents
Occasionally, as a lessor, the Company enters into contracts with customers for data center and office space accounted for under ASC 842.
As these contracts may contain both lease and non-lease components, generally, lease and non-lease components which share the same
pattern of transfer will be combined and accounted for as a single component, while non-lease components that do not have similar patterns
of transfer, such as professional services, are excluded from combination. In addition, under ASC 842, certain exceptions under the previous
standard for real estate no longer are applicable in the evaluation of the lease classification as an operating, sales-type, or direct financing
lease. In the event that a real estate lease is classified as sales-type lease, subject to certain conditions, a gain or loss is recognized based
on the present value of the lease payments and residual value.
The cumulative effect of the changes to the Company’s consolidated balance sheet as of January 1, 2019 from the adoption of ASC 842 was
as follows:
Assets:
Operating lease ROU assets(1)
Prepaid expenses
Liabilities:
Accrued expenses
Operating lease liability, current portion
Operating lease liability
________________________________________
(1)
December 31, 2018
Adjustment Due to
Adoption of
ASC 842
(in thousands)
January 1,
2019
$
$
$
$
$
—
6,781
$
$
9,778
—
—
$
$
$
35,486
$
(419) $
(722) $
$
4,455
$
31,334
35,486
6,362
9,056
4,455
31,334
Operating lease ROU assets are included within other assets on the Company’s consolidated balance sheet as of December 31, 2019.
ASU 2016-13–Financial Instruments–Credit Losses
In June 2016, the FASB issued ASU 2016-13, Financial Instruments–Credit Losses (Topic 326): Measurement of Credit Losses on Financial
Instruments (“ASU 2016-13”). Under this guidance, a company will be required to use a new forward-looking “expected loss” model for trade
and other receivables that generally will result in the earlier recognition of allowances for losses. The amendments in ASU 2016-13 are
effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and requires a modified
retrospective approach to adoption. In April 2019, the FASB issued ASU 2019-04, which, among other amendments, allows for certain policy
elections and practical expedients related to accrued interest on financial instruments. In May 2019, the FASB issued ASU 2019-05, which
granted targeted transition relief by allowing entities to irrevocably elect the fair value option for certain financial assets previously measured
at amortized cost. In November 2019, the FASB also issued ASU 2019-10 and ASU 2019-11, which addressed certain aspects of the
guidance related to effective dates, expected recoveries, troubled debt restructurings, accrued interest receivables, and financial assets
secured by collateral. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial
statements.
ASU 2016-15–Statement of Cash Flows
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash
Payments (“ASU 2016-15”). The areas affected by ASU 2016-15 are debt prepayment and debt extinguishment costs, settlement of zero-
coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of
the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims,
proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies), distributions received
from equity method investees, beneficial interests in securitization transactions, and separately identifiable cash flows and application of the
predominance principle. Specifically, under this guidance, cash payments for debt prepayment or debt extinguishment costs will be classified
as cash outflows for financing activities. The Company has adopted this guidance for the annual reporting period ending December 31, 2019
retrospectively for all periods presented. Upon adoption of ASU 2016-15, for the year ended December 31, 2017, cash flows from operating
activities increased by $1.5 million and cash flows provided by financing activities decreased by $1.5 million. The adoption of this guidance
had no impact to the years ended December 31, 2019 and 2018.
ASU 2018-13–Fair Value Measurement
In August 2018, the FASB issued ASU 2018-13, Disclosure Framework–Changes to the Disclosure Requirements for Fair Value
Measurement (“ASU 2018-13”). The amendments in this update modify the disclosure requirements
Switch, Inc. | 2019 Form 10-K | 85
Table of Contents
for fair value measurements by removing, modifying, or adding certain disclosures. The amendments in ASU 2018-13 are effective for fiscal
years, and interim periods within those fiscal years, beginning after December 15, 2019. In addition, in November 2018, the FASB issued
ASU 2018-19, which provides clarifications and improvements on sections of ASU 2018-13. The Company does not expect the adoption of
this guidance to have a material impact on its consolidated financial statements.
ASU 2019-12–Income Taxes
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-
12”). The amendments in ASU 2019-12 provide certain clarifications and simplify accounting for income taxes by removing certain exceptions
to the general principles in the current guidance. The amendments in ASU 2019-12 are effective for fiscal years, and interim periods within
those fiscal years, beginning after December 15, 2020. Early adoption is permitted in periods for which financial statements have not yet
been issued. The Company is evaluating the impact the adoption of this guidance will have on its consolidated financial statements. The
Company has not decided if early adoption will be considered.
3. Property and Equipment, Net
Property and equipment, net consists of the following:
Land and land improvements
Buildings, building improvements, and leasehold improvements
Substation equipment
Data center equipment
Vehicles
Core network equipment
Cloud computing equipment
Fiber facilities
Computer equipment, furniture and fixtures
Finance lease ROU assets
Construction in progress
Property and equipment, gross
Less: accumulated depreciation and amortization
Property and equipment, net
$
$
December 31,
2019
2018
(in thousands)
$
223,877
435,214
19,780
1,021,056
1,732
36,572
71
13,180
38,986
72,569
254,750
2,117,787
(566,670 )
1,551,117
$
194,711
412,089
4,247
904,722
1,685
34,901
5,192
9,912
34,975
33,730
124,431
1,760,595
(457,825 )
1,302,770
Accumulated amortization for finance lease ROU assets totaled $11.7 million and $9.9 million as of December 31, 2019 and 2018,
respectively.
During the years ended December 31, 2019, 2018, and 2017, capitalized interest was $5.8 million, $4.9 million, and $2.9 million,
respectively.
Total depreciation and amortization of property and equipment recognized on the consolidated statements of comprehensive income (loss)
was as follows:
Cost of revenue
Selling, general and administrative expense
Total depreciation and amortization of property and equipment
Switch, Inc. | 2019 Form 10-K | 86
Years Ended
December 31,
2019
2018
2017
(in thousands)
$ 116,274 $ 104,095
2,571
$ 119,945 $ 106,666
3,671
$
$
87,255
1,869
89,124
Table of Contents
4. Long-Term Deposit
In February 2019, the Company and a number of other entities (collectively, the “Parties”) entered into a reimbursement agreement with
Storey County, Nevada (the “County”); whereby, the Parties would fund the construction of a water project (the “Project”) on behalf of the
County and would then be reimbursed the cost of the Project by the County from various taxes collected. The reimbursement agreement
shall expire on the earlier of June 30, 2039 or when all costs have been reimbursed. As of December 31, 2019, the Company had incurred
$2.2 million in costs related to the Project that have been classified as long-term deposits on the consolidated balance sheet.
In March 2015, Nevada Power Company dba NV Energy (“NV Energy”) and Switch, Ltd. entered into a Substation Agreement and related
land purchase agreement for land owned by a wholly-owned subsidiary of Switch, Ltd. Pursuant to the Substation Agreement, NV Energy
designed, constructed, maintains, and owns a substation and related feeders in connection with service to Switch’s development of certain of
its data center facilities in Las Vegas. Switch has paid the associated costs and associated tax gross-up related to the development of the
substation and related feeders as defined in the Substation Agreement. These costs are subject to reimbursement based upon Switch’s
future power usage. Costs incurred as of December 31, 2019 and 2018 totaled $1.1 million and $3.2 million, respectively, and are classified
as long-term deposits on the consolidated balance sheets.
5. Equity Method Investments
The Company currently holds two investments accounted for under the equity method of accounting, SUPERNAP International and Planet3,
Inc. (“Planet3”), in which the Company holds a 50% ownership interest and a 45% ownership interest, respectively. As of December 31, 2019
and 2018, the Company determined that it continued to have a variable interest in both SUPERNAP International and Planet3, as the entities
do not have sufficient equity at risk. However, the Company concluded that it is not the primary beneficiary of SUPERNAP International or of
Planet3 as it does not have deemed control of either entity. As a result, it does not consolidate either entity into its consolidated financial
statements.
As of December 31, 2019 and 2018, the Company had invested $1.3 million in SUPERNAP International. As of March 31, 2018, the
Company’s carrying value of its investment in SUPERNAP International was reduced to zero as a result of recording its share of the
investee’s losses. Accordingly, as the Company does not have any guaranteed obligations and is not otherwise committed to provide further
financial support to SUPERNAP International, the Company discontinued the equity method of accounting for its investment in SUPERNAP
International as of March 31, 2018 and will not provide for additional losses until its share of future net income or comprehensive income, if
any, equals the share of net losses or comprehensive losses not recognized during the period the equity method was suspended. The
Company’s share of net loss recorded during the years ended December 31, 2018 and 2017 amounted to $0.3 million and $1.1 million,
respectively. As of December 31, 2019 and 2018, the Company recorded amounts consisting primarily of royalty fees and reimbursable
expenses due from SUPERNAP International of $0.3 million and $0.4 million, respectively, within accounts receivable on the consolidated
balance sheets.
As of December 31, 2019 and 2018, the Company had invested $10.0 million in Planet3. As the Company did not have any guaranteed
obligations and was not otherwise committed to provide further financial support to Planet3, the Company discontinued the equity method of
accounting for its investment in Planet3 as of December 31, 2016 and will not provide for additional losses until its share of future net income,
if any, equals the share of net losses not recognized during the period the equity method was suspended.
Switch, Inc. | 2019 Form 10-K | 87
Table of Contents
6. Long-Term Debt
Long-term debt consists of the following as of:
2017 Term Loan Facility
Less: unamortized debt issuance costs
2017 Revolving Credit Facility
Less: long-term debt, current
Long-term debt, net
2015 Credit Agreement
December 31,
2019
2018
(in thousands)
585,000
$
(3,628 )
581,372
170,000
751,372
(6,000 )
745,372
$
591,000
(4,434 )
586,566
—
586,566
(6,000 )
580,566
$
$
In May 2015, Switch, Ltd. entered into a credit agreement (“2015 Credit Agreement”) with Wells Fargo Bank, National Association, as
administrative agent, and certain other lenders. The 2015 Credit Agreement consisted of a $200.0 million term loan facility and a $400.0
million revolving credit facility (the “2015 Facilities”), each with a term of five years. Interest on the 2015 Facilities was calculated based on a
base rate plus the applicable margin or a LIBOR rate plus the applicable margin, at Switch, Ltd.’s election. Interest calculations were based
on 365/366 days for a base rate loan and 360 days for a LIBOR loan. Base rate interest payments were due and payable in arrears on the
last day of each calendar quarter. LIBOR rate interest payments were due and payable on the last day of each selected interest period (not
to extend beyond three-month intervals).
2017 Credit Agreement
In June 2017, Switch, Ltd. entered into an amended and restated credit agreement (“2017 Credit Agreement”) with Wells Fargo Bank,
National Association, as administrative agent, and certain other lenders, consisting of a $600.0 million term loan facility (the “2017 Term Loan
Facility”) and a $500.0 million revolving credit facility (the “2017 Revolving Credit Facility,” and, together with the 2017 Term Loan Facility, the
“2017 Facilities”), the proceeds of which were used to repay the outstanding balance of the 2015 Facilities. As a result, the Company
recorded a $3.6 million loss on extinguishment of debt during the year ended December 31, 2017. In December 2017, Switch, Ltd. amended
the 2017 Credit Agreement to reduce the interest rate margin applicable to borrowings under the 2017 Facilities.
The 2017 Term Loan Facility matures in June 2024, and is subject to quarterly amortization payments of $1.5 million, which began on
September 30, 2017, followed by a final payment of $559.5 million in June 2024. The 2017 Revolving Credit Facility has no interim
amortization payments and matures in June 2022.
The 2017 Credit Agreement permits the issuance of letters of credit upon Switch, Ltd.’s request of up to $30.0 million. Upon satisfying certain
conditions, the 2017 Credit Agreement provides that Switch, Ltd. can increase the amount available for borrowing under the 2017 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 2017 Credit Agreement. As of December 31, 2019, the Company had $330.0 million of available borrowing capacity under the
2017 Revolving Credit Facility, net of outstanding letters of credit.
The 2017 Facilities are collateralized by substantially all of Switch’s tangible and intangible personal property and are guaranteed by certain
of Switch, Ltd.’s wholly-owned subsidiaries. Interest on the 2017 Facilities is calculated based on the base rate plus the applicable margin or
a LIBOR rate plus the applicable margin, at Switch, Ltd.’s election. Interest calculations are based on 365/366 days for a base rate loan and
360 days for a LIBOR loan. Beginning on September 30, 2017, 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). As of December 31, 2019 and 2018, amounts under the 2017 Term Loan Facility had an underlying interest
rate of 4.05% and 4.77%, respectively. As of December 31, 2019, amounts under the 2017 Revolving Credit Facility had an underlying
interest rate of 3.51%. In addition, beginning on September 30, 2017, the 2017 Revolving Credit Facility incurs a fee on unused lender
commitments based on the applicable margin and payments are due and payable in arrears on the last day of each calendar quarter.
The 2017 Credit Agreement contains affirmative and negative covenants customary for such financings, including, but not limited to,
limitations on incurring additional debt, incurring additional liens, encumbrances or contingent
Switch, Inc. | 2019 Form 10-K | 88
Table of Contents
liabilities, and paying distributions or making certain other restricted payments (with certain exceptions and baskets, including a restricted
payment basket of $15.0 million per fiscal year). The 2017 Credit Agreement also requires Switch, Ltd. to maintain compliance with the
consolidated total leverage ratio (as defined in the 2017 Credit Agreement) starting with the fiscal quarter ended June 30, 2017. As of
December 31, 2019, the maximum consolidated total leverage ratio was 4.50 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. Switch, Ltd.
was in compliance with this covenant as of December 31, 2019.
Fair Value of Long-Term Debt
The estimated fair value of the Company’s long-term debt as of December 31, 2019 and 2018, was approximately $755.0 million and $573.3
million, respectively, compared to its carrying value, excluding debt issuance costs, of $755.0 million and $591.0 million, respectively. The
estimated fair value of the Company’s long-term debt was based on Level 2 inputs.
As of December 31, 2019, long-term debt maturities are as follows (in thousands):
2020
2021
2022
2023
2024
Less: unamortized debt issuance costs
7. Leases
Finance Leases
$
$
6,000
6,000
176,000
6,000
561,000
755,000
(3,628)
751,372
The Company leases land and a building for one of its data centers from an entity in which a member of its Board of Directors has a
beneficial ownership interest. The building lease expires in 2033 with two subsequent 10-year and one five-year renewal option periods and
the land lease expires in 2069. As of December 31, 2019, the finance lease ROU assets, net of accumulated amortization, related to the land
and building were $37.6 million and $10.7 million, respectively. As of December 31, 2018, the capital lease asset related to the building, net
of accumulated amortization, was $11.4 million.
In February 2016, a wholly-owned subsidiary of Switch, Ltd. acquired rights and interests to manage, construct and use the Nevada
Broadband Telemedicine Initiative (“NBTI”) fiber network. The right to use the NBTI fiber network is accounted for as a finance lease. As of
December 31, 2019, finance lease ROU assets related to the NBTI fiber network, net of accumulated amortization, were $10.5 million. As of
December 31, 2018, capital lease assets related to the NBTI fiber network, net of accumulated amortization, were $12.3 million. There are no
future minimum payment obligations related to this finance lease. The finance lease expires in 2042 with a 25-year renewal option.
The Company is the sole consumer of output from feeders related to substations owned by NV Energy. The Company accounts for these
arrangements as finance leases. As of December 31, 2019, finance lease ROU assets related to the feeders, net of accumulated
amortization, were $1.0 million. As of December 31, 2018, capital lease assets related to the feeders were $0.1 million. There are no future
minimum payment obligations related to these finance leases. The finance leases expire in 2049 through 2058.
In December 2018, the Company purchased a taxable industrial development revenue bond (the “Bond”) issued by a local government agency
(the “Agency”) in order to reduce certain tax expenditures for data center facilities under construction. The Bond matures in December 2031.
Pursuant to the terms of the Bond, the Company transferred title to certain of its property and equipment with total costs of $133.1 million
and $6.1 million as of December 31, 2019 and 2018, respectively, to the Agency. The Company leases the property and equipment from the
Agency subject to an option to purchase for nominal consideration, which the Company may exercise at any time, upon tendering the Bond
to the Agency. The title to these assets will revert to the Company upon retirement or cancellation of the Bond. As the Company is both the
bondholder and the lessee for the property and equipment, the Company exercised its right to offset the amounts invested in and the
obligations for this Bond on the consolidated balance sheets. The underlying assets remain in property and equipment, net on the
consolidated balance sheets as all risks and rewards remain with the Company.
Switch, Inc. | 2019 Form 10-K | 89
Table of Contents
The Company has entered into lease agreements for indefeasible rights of use in fibers with non-cancellable terms expiring in 2039. The
rights to use these fibers are accounted for as finance leases. As of December 31, 2019, finance lease ROU assets related to these fiber
agreements, net of accumulated amortization, were $1.1 million.
The Company includes its finance lease ROU assets within property and equipment, net on its consolidated balance sheets.
Operating Leases
The Company leases land, warehouse storage space, and data center buildings under operating leases that have non-cancellable terms
expiring in 2021 through 2066 with entities in which a member of its Board of Directors has a beneficial ownership interest.
In addition, the Company leases an aircraft, warehouse storage space, and storage yards for fiber, construction materials, and equipment
under operating leases that have non-cancellable terms expiring in 2021 through 2055.
Operating lease ROU assets of $30.6 million were included within other assets on the Company’s consolidated balance sheet as of
December 31, 2019.
Lease Expense
The components of lease expense are as follows:
Finance lease cost
Amortization of ROU assets
Interest on lease liabilities
Operating lease cost(1)
Short-term lease cost
Variable lease cost
Sublease income
Total lease cost
________________________________________
(1)
Related party rent included in operating lease cost was $4.7 million.
Other Information
Other supplemental information related to leases is as follows:
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases
Operating cash flows from operating leases
Financing cash flows from finance leases
Weighted average remaining lease term (in years)
Finance leases
Operating leases
Weighted average discount rate
Finance leases
Operating leases
Switch, Inc. | 2019 Form 10-K | 90
$
$
$
$
$
Year Ended
December 31, 2019
(in thousands)
1,993
3,255
7,136
17
625
(13)
13,013
Year Ended
December 31, 2019
(in thousands)
3,484
7,167
876
December 31, 2019
37
25
6.9%
7.2%
Table of Contents
Maturity of Lease Liabilities
Maturities of lease liabilities as of December 31, 2019 are as follows:
Finance Leases
Operating Leases
Related
Parties
Other
Total
Related
Parties
Other
Total
2020
2021
2022
2023
2024
Thereafter
Total undiscounted future cash flows
Less: amount representing interest
$
4,430 $
4,780
4,843
4,969
5,036
139,307
163,365
(106,038)
Present value of undiscounted future cash flows
$
57,327 $
Leases Not Yet Commenced
$
29
21
21
22
22
407
522
(223)
$
299
(in thousands)
$
4,459
4,801
4,864
4,991
5,058
139,714
163,887
(106,261)
4,348 $
4,216
2,863
2,051
2,051
52,552
68,081
(40,511)
27,570 $
57,626
$
$
2,459
635
207
30
26
603
3,960
(583)
$
3,377
6,807
4,851
3,070
2,081
2,077
53,155
72,041
(41,094)
30,947
A wholly-owned subsidiary of Switch, Ltd. entered into three power purchase and sale agreements for electricity over a term of 25 years and
two battery energy storage system agreements for battery capacity over a term of 20 years. While the Company determined these
agreements contain leases under ASC 842, these agreements have not yet commenced as of December 31, 2019. These agreements result
in an aggregate lease commitment of $848.0 million during the respective lease terms to commence on the earlier of October 1, 2022, or
upon delivery of the battery energy storage system.
Disclosures Related to Periods Prior to Adoption of ASC 842
As of December 31, 2018, minimum payment obligations for capital leases are as follows (in thousands):
2019
2020
2021
2022
2023
Thereafter
Less: amount representing interest
Present value of minimum capital lease payments(1)
________________________________________
(1)
Until 2023, capital lease payments are applied only to accrued interest; thus, there is no current portion.
$
$
2,064
2,124
2,243
2,306
2,432
28,898
40,067
(20,601)
19,466
As of December 31, 2018, future minimum lease payments for all operating leases with remaining terms in excess of one year are as follows
(in thousands):
2019
2020
2021
2022
2023
Thereafter
Related Parties
Other
Total
$
$
4,824
4,872
4,260
2,863
2,051
54,603
73,473
$
$
2,482
2,487
625
197
20
623
6,434
$
$
7,306
7,359
4,885
3,060
2,071
55,226
79,907
Switch, Inc. | 2019 Form 10-K | 91
Table of Contents
During the years ended December 31, 2018 and 2017, rent expense related to operating leases was $7.7 million and $7.4 million,
respectively. Related party rent included in these amounts was $5.0 million and $4.8 million during the years ended December 31, 2018 and
2017, respectively.
8. Retirement Benefit Plans
The Company has a defined contribution retirement plan that covers its eligible employees (the “Plan”). The Plan is qualified in accordance
with Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”). Eligible employees can participate in the Company’s pre-
tax 401(k) plan or after-tax Roth 401(k) plan. The Company makes matching contributions equal to 100% of the first 3% of compensation
deferred by a participant. Beginning in January 2019, the Company also makes matching contributions equal to 50% of the next 2% of
compensation deferred by a participant. The Company may make an additional discretionary matching contribution. The Company
recognized expense related to its contributions to the Plan of $2.0 million, $1.5 million, and $1.3 million during the years ended December 31,
2019, 2018, and 2017, respectively.
9. Commitments and Contingencies
Purchase Commitments
The Company has entered into 20-year renewable energy agreements with NV Energy to purchase all PECs realized from Switch Station 1, a
100 megawatt photovoltaic solar generation facility, not to exceed the Company’s total electric load from its data center facilities, and Switch
Station 2, a 79 megawatt photovoltaic solar generation facility. As of December 31, 2019, future minimum PEC purchase commitments are
$1.7 million for each of 2020, 2021, 2022, 2023, and 2024 and $22.5 million thereafter.
The Company has entered into a license agreement comprised of an aggregate purchase commitment of $7.7 million over a term of 15 years.
As of December 31, 2019, future minimum purchase commitments are $0.2 million for 2020, $0.5 million for each of 2021, 2022, 2023, and
2024, and $5.2 million thereafter.
Impact Fee Expense
The Company paid an impact fee of $27.0 million in a lump sum on May 31, 2017 to NV Energy, the Company’s energy provider in Nevada
through May 31, 2017, and became an unbundled purchaser of energy in Nevada on June 1, 2017. For the year ended December 31, 2017,
the Company also incurred an additional impact fee expense of $0.6 million related to deferred energy adjustments representing the
difference between actual costs and amounts collected by NV Energy for fuel and purchased power. As no future economic benefit is realized
by the Company from the deferred energy adjustments, it was recognized as an expense during the year ended December 31, 2017 on the
consolidated statements of comprehensive income (loss).
Self-Insurance Reserves
Effective January 1, 2017, the Company is self-insured for various levels of employee health coverage. Insurance reserves include accruals for
estimated settlements for known claims, as well as accruals for estimates of incurred but not reported claims. As of December 31, 2019 and
2018, the estimated liabilities for unpaid and incurred but not reported claims totaled $0.8 million and $0.5 million, respectively, which are
included within accrued salaries and benefits on the consolidated balance sheets.
Legal Proceedings
On September 7, 2017, Switch, Ltd. and Switch, Inc. were named in a lawsuit filed in the U.S. District Court for the District of Nevada by V5
Technologies formerly d/b/a Cobalt Data Centers. The lawsuit alleges, among other things, that Switch, Ltd. and Switch, Inc. monopolized
the Las Vegas Metropolitan area of Southern Nevada’s data center colocation market and engaged in unfair business practices leading to the
failure of Cobalt Data Centers in 2015 and seeks monetary damages in an amount yet to be disclosed. Discovery closed in February 2020.
The parties are currently engaged in dispositive motion practice. Switch, Ltd. and Switch, Inc. are vigorously defending the case.
On September 12, 2017, Switch, Ltd. filed a complaint in the Eighth Judicial District of Nevada against the consultant, Stephen Fairfax, and
his business, MTechnology Inc. Among other claims, Switch raised allegations of breach of contract and misappropriation of trade secrets.
The complaint also alleged that Aligned Data Centers LLC hired Mr. Fairfax and MTechnology to design their data centers; that this
consultant had toured Switch under a non-disclosure agreement; and that this consultant breached his confidentiality agreements with
Switch by using Switch’s designs to design the Aligned data centers. Switch, Ltd. is seeking an injunction to prevent the defendants in the
lawsuit from infringing Switch, Ltd.’s patents, as well as other remedies. The parties are currently engaged in discovery.
Switch, Inc. | 2019 Form 10-K | 92
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Four substantially similar putative class action complaints, captioned Martz v. Switch, Inc. et al. (filed April 20, 2018); Palkon v. Switch, Inc.
et al. (filed April 30, 2018); Chun v. Switch, Inc. et al. (filed May 11, 2018); and Silverberg v. Switch, Inc. et al. (filed June 6, 2018), were filed
in the Eighth Judicial District of Nevada, and subsequently consolidated into a single case (the “State Court Securities Action”). Additionally,
on June 11, 2018, one putative class action complaint captioned Cai v. Switch, Inc. et al. was filed in the United States District Court for the
District of New Jersey (the “Federal Court Securities Action,” and collectively with the State Court Securities Action, the “Securities Actions”)
and subsequently transferred to the Eighth Judicial District of Nevada in August 2018 and the federal court appointed Oscar Farach lead
plaintiff. These lawsuits were filed against Switch, Inc., certain current and former officers and directors and certain underwriters of Switch,
Inc.’s IPO alleging federal securities law violations in connection with the IPO. These lawsuits were brought by purported stockholders of
Switch, Inc. seeking to represent a class of stockholders who purchased Class A common stock in or traceable to the IPO, and seek
unspecified damages and other relief. In October 2018, the state court granted the defendants’ motion to stay the State Court Securities
Action in favor of the Federal Court Securities Action, which stay was affirmed by the Nevada Supreme Court in September 2019. In October
2018, the lead plaintiff of the Federal Court Securities Action filed an amended complaint. In November 2018, Switch, Inc. and other
defendants filed a motion to dismiss for failure to state a claim and a motion to strike. In July 2019, the federal court granted Switch, Inc.’s
motion to dismiss in part, which narrowed the scope of the plaintiff’s case. In December 2019, Switch, Inc. filed a motion for judgment on the
pleadings and the parties are waiting for the federal court to rule on the motion. The parties are currently engaged in discovery in the Federal
Court Securities Action. Switch, Inc. believes that these lawsuits are without merit and intends to continue to vigorously defend against them.
On September 10, 2018, two purported stockholders of Switch, Inc. filed substantially similar shareholder derivative complaints, respectively
captioned Liu v. Roy et al., and Zhao v. Roy et al., in the Eighth Judicial District of Nevada, which were subsequently consolidated into a
single case (the “Derivative Shareholder Action”). These lawsuits allege breaches of fiduciary duty, unjust enrichment, waste of corporate
assets, abuse of control, and gross mismanagement against certain current and former officers and directors of Switch, Inc. The plaintiffs
also named Switch, Inc. as a nominal defendant. The complaints arise generally from the same allegations described in the State Court
Securities Action and Federal Court Securities Action. The plaintiffs seek unspecified damages on Switch, Inc.’s behalf from the officer and
director defendants, certain corporate governance actions, compensatory awards, and other relief. In December 2019, the court granted the
parties’ stipulation to stay the Derivative Shareholder Action until the earlier of any of the following events: the Securities Actions are resolved
with prejudice as to each defendant or a motion for summary judgment is resolved in the Federal Court Securities Action.
The outcomes of the legal proceedings are inherently unpredictable, subject to significant uncertainties, and could be material to the
Company’s financial condition, results of operations, and cash flows for a particular period. Where the Company is a defendant, it will
vigorously defend against the claims pleaded against it. These actions are each in preliminary stages and management has determined that
based on proceedings to date, it is currently unable to determine the probability of the outcome of these actions or the range of reasonably
possible loss, if any.
10. Income Taxes
Income (loss) before income taxes for domestic and foreign operations is as follows:
Domestic
Foreign
Total income (loss) before income taxes
Switch, Inc. | 2019 Form 10-K | 93
Years Ended
December 31,
2019
2018
2017
(in thousands)
$
31,379
$
(118 )
$
31,261
$
34,161
94
34,255
$
$
(8,386 )
(1,175 )
(9,561 )
Table of Contents
Components of income tax expense (benefit) consist of the following:
Current
Federal
State and local
Total current income tax expense (benefit)
Deferred
Federal
State and local
Total deferred income tax expense (benefit)
Total income tax expense (benefit)
Years Ended
December 31,
2019
2018
2017
(in thousands)
$
$
$
$
$
—
—
—
$
$
—
—
—
$
$
2,693
20
2,713
2,713
$
$
$
1,939
4
1,943
1,943
$
$
$
—
—
—
(978)
(3)
(981)
(981)
The Company’s operations are primarily conducted in the state of Nevada, which does not have a corporate level income tax. A reconciliation
of the U.S. statutory tax rate to the effective income tax rate is presented below:
U.S. statutory tax rate
Rate effect from pass-through entity
Partnership outside basis difference
Rate change impact due to tax reform
Other
Effective income tax rate
Years Ended
December 31,
2019
2018
2017
21.0 %
(13.9)
—
—
0.8
7.9 %
21.0 %
(17.0)
—
—
2.2
6.2 %
35.0 %
(34.8)
26.2
(7.0)
(9.2)
10.2 %
During the years ended December 31, 2019 and 2018, the Company’s effective income tax rate differs from the U.S. statutory tax rate
primarily because it does not record income taxes on the income before income taxes attributable to noncontrolling interest holders. In
addition, the Tax Cuts and Jobs Act (“TCJA”) enacted in December 2017 reduced the U.S. federal corporate rate from a top marginal rate of
35% to a flat rate of 21%, limited the net operating loss (“NOL”) carryforward deduction to 80% of current year taxable income, and eliminated
NOL carrybacks, among other provisions. The Company calculated its best estimate of the impact of the TCJA based on current
interpretations and understanding of the TCJA and recorded a provisional tax benefit of $0.7 million for the year ended December 31, 2017 in
accordance with Staff Accounting Bulletin No. 118. During the fourth quarter of 2018, the Company finalized its calculations related to the
impacts of the TCJA with no adjustment to its previously recorded provisional tax benefit.
As Switch, Inc.’s IPO closed on October 11, 2017, and Switch, Inc. had no business transactions or activities prior to the IPO, with the
exception of the issuance of one share at par value of $0.001 per share, which was canceled as of the closing date of the IPO, no amounts
related to the provision for income taxes were incurred for the period from January 1, 2017 to October 10, 2017.
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Significant components of Switch, Inc.’s deferred tax assets and liabilities were as follows as of:
Deferred tax assets:
Investment in partnership
Net operating loss carryforwards
Less: valuation allowance
Deferred tax liabilities:
Other
Net deferred tax assets
December 31,
2019
2018
(in thousands)
$
93,089 $
21,283
114,372
—
$
114,372 $
22,601
5,949
28,550
—
28,550
$
$
$
— $
— $
114,372 $
—
—
28,550
As of December 31, 2019, Switch had a U.S. federal income tax NOL carryforward of $100.5 million available to offset future taxable income,
of which $1.9 million will expire in 2037 and $98.6 million will be carried forward indefinitely under the TCJA. Switch also has state and local
NOL carryforwards of $5.3 million, of which $0.2 million will expire in 2028 and $5.1 million will expire in 2029. Management believes on a
more likely than not basis that Switch will be able to realize the tax benefit of its NOL carryforwards.
As a result of the increase in Switch, Inc.’s ownership of Switch, Ltd. following the exchanges of noncontrolling interest for Class A common
stock during the years ended December 31, 2019 and 2018 described in Note 13 “Noncontrolling Interest,” the Company recorded a deferred
tax asset related to the increase in the tax basis of Switch, Inc.’s ownership interest in Switch, Ltd. of $93.1 million and $22.6 million as of
December 31, 2019 and 2018, respectively.
As of December 31, 2019, the Company concluded, based on the weight of all available positive and negative evidence, that all of its deferred
tax assets are more likely than not to be realized.
The Company did not record any penalties or interest related to income taxes or uncertain tax positions, as management has concluded that
no such positions exist, on the consolidated balance sheets as of December 31, 2019 and 2018. In addition, the Company did not record any
penalties or interest related to income taxes on the consolidated statements of comprehensive income (loss) during the years ended
December 31, 2019, 2018, and 2017.
The Company is subject to examination for tax years beginning with the year ended December 31, 2017. The Company is not currently
subject to income tax audits in any U.S. or state jurisdictions for any tax year.
Tax Receivable Agreement
Pursuant to the Company’s election under Section 754 of the Code, the Company expects to obtain an increase in the tax basis of its
ownership interest in the net assets of Switch, Ltd. following the redemption or exchange of noncontrolling interest for Class A common stock
and other qualifying transactions. The Company intends to treat any redemptions and exchanges of noncontrolling interest as direct
purchases of noncontrolling interest for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that the
Company would otherwise pay in the future to various tax authorities. They may also decrease gains (or increase losses) on future
dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.
The Company has recorded a liability under the TRA of $162.1 million and $52.5 million as of December 31, 2019 and 2018, respectively,
which provides for the payment of 85% of the amount of the tax benefits, if any, that Switch, Inc. is deemed to realize as a result of increases
in the tax basis of its ownership in Switch, Ltd. related to exchanges of noncontrolling interest for Class A common stock. See Note 13
“Noncontrolling Interest” for additional information.
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11. Stockholders’ Equity
As of December 31, 2019, under Switch, Inc.’s amended and restated articles of incorporation dated October 5, 2017 (the “Amended and
Restated Articles of Incorporation”), Switch, Inc. was authorized to issue: (i) 750 million shares of Class A common stock, par value $0.001
per share, (ii) 300 million shares of Class B common stock, par value $0.001 per share (of which 65.6 million shares have been retired and
may not be reissued), (iii) 75 million shares of Class C common stock, par value $0.001 per share (of which 42.9 million shares have been
retired and may not be reissued), and (iv) 10 million shares of blank check preferred stock, par value $0.001 per share. Holders of shares of
Class A common stock, Class B common stock, and Class C common stock are entitled to one vote, one vote, and 10 votes, respectively,
on all matters to be voted upon by the stockholders.
In November 2019, at the request of Switch, Inc.’s Board of Directors, the holders of Class C common stock converted each share of Class C
common stock held by them into one share of Class B common stock pursuant to the Amended and Restated Articles of Incorporation.
Dividends
Holders of shares of Class A common stock are entitled to receive cash dividends as may be declared from time to time at the sole
discretion of Switch, Inc.’s Board of Directors. Holders of shares of Class B common stock and Class C common stock are not entitled to
participate in any such dividends declared by Switch, Inc.’s Board of Directors. During the year ended December 31, 2019, Switch, Inc. paid
cash dividends of $0.118 per share of Class A common stock and recorded a total of $9.4 million as a reduction of retained earnings from
cash dividends declared by its Board of Directors. During the year ended December 31, 2018, Switch, Inc. paid cash dividends of $0.059 per
share of Class A common stock and recorded a total of $3.0 million as a reduction of retained earnings from cash dividends declared by its
Board of Directors. During the year ended December 31, 2017, Switch, Inc. paid cash dividends of $0.014 per share of Class A common
stock and recorded a total of $0.5 million as a reduction of retained earnings from cash dividends declared by its Board of Directors.
The declaration, amount, and payment of any future dividends on shares of Class A common stock will be at the discretion of Switch, Inc.’s
Board of Directors and will depend upon many factors, including Switch, Inc.’s results of operations, financial condition, capital requirements,
restrictions in the 2017 Credit Agreement, and other factors that Switch, Inc.’s Board of Directors deems relevant.
12. Equity-Based Compensation
2005 Common Membership Unit Plan
In 2005, Switch, Ltd. established the 2005 Common Membership Unit Plan (the “Unit Option Plan”) for the purpose of attracting and retaining
the best available personnel for positions of substantial responsibility, to provide additional incentive to employees and consultants of Switch,
and to promote the success of its business. All options granted under the Unit Option Plan were intended to be treated as non-statutory unit
options under the Code. The term of each option was the term stated in the option agreement, which was no more than 10 years from the
date of grant. Options exercised under the Unit Option Plan provided the purchaser with full rights equivalent to those of existing members
and holders as of the date of exercise.
There were no unit options outstanding during the year ended December 31, 2019 and there were no unit options granted or vested during the
years ended December 31, 2019, 2018, and 2017. Total aggregate intrinsic value of unit options exercised was $1.2 million and $0.9 million
during the years ended December 31, 2018 and 2017, respectively.
Common Unit Awards
In 2012, Switch, Ltd. began issuing common unit awards (“Incentive Units”) containing a hurdle amount (similar to an exercise price) where
employees benefited from any appreciation in the value of their awards above the hurdle amount under Switch, Ltd.’s then-current operating
agreement. In connection with the effectiveness of the Switch Operating Agreement and closing of Switch, Inc.’s IPO, all outstanding
Incentive Units, other than the unvested Common Unit awards discussed below, accelerated in full and were converted into Common Units
after net settling the hurdle amount.
In September 2017, Switch, Ltd. granted 7.5 million Incentive Units to its Chief Executive Officer (the “CEO Award”) and 1.5 million Incentive
Units to its President with a hurdle amount of $11.69 per Incentive Unit (the “President Award”). The CEO Award contained a provision that
caused the Incentive Units underlying the CEO Award to convert into Common Units on a one-to-one basis in connection with the closing of
Switch, Inc.’s IPO. In connection with the effectiveness of the Switch Operating Agreement and closing of Switch, Inc.’s IPO, the CEO Award
converted into 7.5 million Common Units and the President Award converted into 472,000 Common Units after net
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settling the hurdle amount. If a forfeiture of unvested Common Units under the CEO Award and the President Award occurs, the associated
shares of Class B common stock are also forfeited.
The summary of Common Unit activity under the Switch Operating Agreement for the year ended December 31, 2019 is presented below:
Unvested Common Units—January 1, 2019
Vested
Unvested Common Units—December 31, 2019
Number of Units
(in thousands)
Weighted
Average Grant
Date Fair Value
per Unit
3,986 $
(798) $
3,188 $
11.11
11.11
11.11
The following additional disclosures are provided for awards under Switch, Ltd.’s then-current operating agreement for the periods prior to
Switch, Inc.’s IPO and awards under the Switch Operating Agreement for the periods after Switch, Inc.’s IPO:
Weighted average grant date fair value of Common Units
Total fair value of Common Units vested (in thousands)
Weighted average grant date fair value of Incentive Units
Total aggregate intrinsic value of Incentive Units converted into Common Units (in thousands)
Years Ended
December 31,
2019
2018
2017
$
$
$
$
—
9,423
—
—
$
$
$
$
—
10,659
—
—
$
$
$
$
7.39
1,115
10.06
318,033
The weighted average assumptions used in estimating the grant date fair value of Incentive Unit awards, exclusive of the CEO Award, are
listed in the table below:
Expected volatility
Risk-free interest rate
Expected term (in years)
Dividend rate
Year Ended
December 31, 2017
29.3%
1.4%
2.0
0.6%
As the CEO Award contained a provision that caused the Incentive Units underlying the CEO Award to convert into Common Units on a one-
to-one basis in connection with the closing of Switch, Inc.’s IPO, the grant date fair value of the underlying units was $11.69 per unit.
As of December 31, 2019, total equity-based compensation cost related to all unvested Common Units was $9.6 million, which is expected
to be recognized over a weighted average period of 1.78 years.
2017 Incentive Award Plan
In September 2017, Switch, Inc.’s Board of Directors adopted the 2017 Incentive Award Plan (the “2017 Plan”). The 2017 Plan, effective as of
its adoption date, provides that the initial aggregate number of shares reserved and available for issuance is 25.0 million shares of Class A
common stock plus an increase each January 1, beginning on January 1, 2018 and ending on and including January 1, 2027, equal to the
lesser of (A) 17.0 million shares of Class A common stock, (B) 5% of the aggregate number of shares of Switch, Inc.’s Class A common
stock, Class B common stock, and Class C common stock outstanding on the final day of the immediately preceding calendar year and (C)
such smaller number of shares of Class A common stock as is determined by the Board of Directors. Effective January 1, 2019 and 2018,
Switch, Inc.’s Board of Directors approved increases of 3.2 million shares and 7.9 million shares, respectively, in the aggregate number of
shares of Class A common stock reserved and available for issuance under the 2017 Plan. These increases, and each annual increase
thereafter, are subject to adjustment in the event of a stock split, stock dividend or other defined changes in Switch, Inc.’s capitalization.
The 2017 Plan allows for the grant of (i) stock options, including incentive stock options, (ii) stock appreciation rights, (iii) non-statutory stock
options under the Code, (iv) restricted stock awards (“RSAs”), (v) restricted stock units (“RSUs”), or (vi) other stock or cash based awards as
may be determined by the plan’s administrator from time
Switch, Inc. | 2019 Form 10-K | 97
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to time. The term of each option award shall be no more than 10 years from the date of grant. Options exercised under the 2017 Plan provide
the purchaser with full rights equivalent to those of existing Class A common stock holders and holders as of the date of exercise. The
Company’s policy for issuing shares upon stock option exercise is to issue new shares of Class A common stock. Additionally, the Switch
Operating Agreement states that Switch, Ltd. will maintain at all times a one-to-one ratio between the number of Common Units owned by
Switch, Inc. and the number of outstanding shares of Class A common stock, including those issued as a result of stock option exercises
and vesting of RSU awards.
The 2017 Plan also provides for dividend equivalent units (“DEUs”) based on the value of the dividends per share paid on the Company’s Class
A common stock, which are accumulated on RSUs during the vesting period. The DEUs vest and will be settled with shares of the
Company’s Class A common stock concurrently with the vesting of the associated RSUs based on the closing share price on the vesting
date.
The summary of stock option activity under the 2017 Plan for the year ended December 31, 2019 is presented below:
Outstanding—January 1, 2019
Granted
Forfeited
Expired
Outstanding—December 31, 2019
Fully vested and expected to vest—December 31, 2019
Exercisable—December 31, 2019
Number of
Stock Options
(in thousands)
Weighted
Average
Exercise Price
per Stock
Option
Weighted
Average
Remaining
Contractual
Life (Years)
Aggregate
Intrinsic
Value (in
thousands)
7,352
1,217
$
$
(66) $
(161) $
$
8,342
8,342
5,561
$
$
14.16
10.66
17.00
17.00
13.57
13.57
16.06
8.08 $
8.08 $
7.58 $
21,430
21,430
4,092
The following additional disclosures are provided for stock options under the 2017 Plan:
Weighted average grant date fair value
Total fair value of stock options vested (in thousands)
Years Ended
December 31,
2019
2018
2017
$
$
3.15
959
$
$
1.84
176
$
$
5.00
28,073
The weighted average assumptions used in estimating the grant date fair value of stock options are listed in the table below:
Expected volatility
Risk-free interest rate
Expected term (in years)
Dividend rate
Years Ended
December 31,
2019
2018
2017
29.3%
2.5%
6.3
1.1%
28.2%
2.8%
5.9
1.7%
31.8%
1.9%
5.0
0.6%
As of December 31, 2019, total equity-based compensation cost related to all unvested stock options was $5.2 million, which is expected to
be recognized over a weighted average period of 2.79 years.
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The summary of RSU activity, inclusive of DEU settlements, under the 2017 Plan for the year ended December 31, 2019 is presented below:
Unvested RSUs—January 1, 2019
Granted
Vested
Forfeited
Unvested RSUs—December 31, 2019
The following additional disclosures are provided for RSU awards under the 2017 Plan:
Number of Units
(in thousands)
Weighted Average Grant
Date Fair Value per Unit
14.93
9.12
14.87
12.01
12.53
2,789 $
1,555 $
(677) $
(359) $
3,308 $
Years Ended
December 31,
Weighted average grant date fair value
Total fair value of shares vested (in thousands)
2019
2018
2017
$
$
9.12
5,114
$
$
15.03
2,925
$
$
18.01
365
As of December 31, 2019, total equity-based compensation cost related to all unvested RSU awards was $29.9 million, which is expected to
be recognized over a weighted average period of 2.48 years.
The summary of RSA activity under the 2017 Plan for the year ended December 31, 2019 is presented below:
Unvested RSAs—January 1, 2019
Granted
Vested
Unvested RSAs—December 31, 2019
The following additional disclosures are provided for RSAs under the 2017 Plan:
Weighted average grant date fair value
Total fair value of shares vested (in thousands)
Number of Awards
(in thousands)
Weighted Average Grant
Date Fair Value per Award
$
61
$
80
(61) $
$
80
13.08
12.55
13.08
12.55
Years Ended
December 31,
2019
2018
$
$
12.55
768
$
$
13.08
—
As of December 31, 2019, total equity-based compensation cost related to all unvested RSAs was $0.4 million, which is expected to be
recognized over a weighted average period of 0.44 years.
Total equity-based compensation recognized on the consolidated statements of comprehensive income (loss) was as follows:
Cost of revenue
Selling, general and administrative expense
Total equity-based compensation
Years Ended
December 31,
2019
2018
2017
(in thousands)
$
$
1,491 $
28,033
29,524 $
1,468
34,265
35,733
$
$
1,289
83,501
84,790
Total income tax benefit related to equity-based compensation recognized on the consolidated statements of comprehensive income (loss)
was $1.9 million, $1.5 million, and $0.4 million for the years ended December 31, 2019, 2018, and 2017, respectively.
Switch, Inc. | 2019 Form 10-K | 99
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13. Noncontrolling Interest
Ownership
Switch, Inc. owns an indirect minority economic interest in Switch, Ltd., where “economic interests” means the right to receive any
distributions, whether cash, property or securities of Switch, Ltd., in connection with Common Units. Switch, Inc. presents interest held by
noncontrolling interest holders within noncontrolling interest in the consolidated financial statements. During the years ended December 31,
2019 and 2018, Switch, Inc. issued an aggregate of 34.0 million shares and 19.1 million shares of Class A common stock, respectively, to
members of Switch, Ltd. in connection with such members’ redemptions of an equivalent number of Common Units and corresponding
cancellation and retirement of an equivalent number of Switch, Inc.’s Class B common stock. The redemptions occurred pursuant to the
terms of the Switch Operating Agreement.
In August 2018, Switch, Inc.’s 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 its shares of Class B common stock. In
November 2019, Switch, Inc.’s 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 upon authorization. The authorization may have been
suspended or discontinued at any time without notice. Repurchases under the Common Unit repurchase program were funded from Switch’s
existing cash and cash equivalents. During the years ended December 31, 2019 and 2018, Switch, Ltd. elected to repurchase an aggregate
of 6.4 million and 6.1 million, respectively, of its outstanding Common Units for $91.0 million, of which $2.7 million was from Founder
Members and $12.8 million was from an entity in which a member of the Company’s Board of Directors has a beneficial ownership interest,
and $60.6 million, respectively, upon the exercise by certain members of their respective redemption right. Pursuant to these repurchases,
Switch, Inc. canceled and retired an equivalent amount of its shares of Class B common stock, and such shares may not be reissued. As of
December 31, 2019, the Company had no repurchase authority remaining.
The ownership of the Common Units is summarized as follows:
December 31, 2019
December 31, 2018
Units
Ownership %
Units
Ownership %
89,688
147,859
237,547
(units in thousands)
37.8%
62.2%
100.0%
55,157
187,440
242,597
22.7%
77.3%
100.0%
Switch, Inc.’s ownership of Common Units(1)
Noncontrolling interest holders’ ownership of Common Units(2)
Total Common Units
________________________________________
(1)
(2)
Common Units held by Switch, Inc. as of December 31, 2019 exclude 80,000 Common Units underlying unvested restricted stock awards. Common Units held
by Switch, Inc. as of December 31, 2018 exclude 61,000 Common Units underlying unvested restricted stock awards.
Common Units held by noncontrolling interest holders as of December 31, 2019 exclude 3.2 million unvested Common Unit awards. Common Units held by
noncontrolling interest holders as of December 31, 2018 exclude 4.0 million unvested Common Unit awards.
The Company uses the weighted average ownership percentages during the period to calculate the income before income taxes attributable
to Switch, Inc. and the noncontrolling interest holders of Switch, Ltd.
Distributions
Prior to the payment of Switch, Inc.’s Class A common stock dividends during the year ended December 31, 2019, Switch, Ltd. made cash
distributions to holders of Common Units, excluding Switch, Inc., of $0.118 per Common Unit for a total distribution of $20.1 million. During
the year ended December 31, 2018, Switch, Ltd. made cash distributions to holders of Common Units, excluding Switch, Inc., of $0.059 per
Common Unit for a total distribution of $11.6 million.
During the year ended December 31, 2017, Switch, Ltd.’s Board of Managers for the period prior to the IPO and Switch, Inc.’s Board of
Directors for the period subsequent to the IPO approved distributions of $185.4 million, comprised of $112.0 million to Switch, Ltd.’s members
in accordance with their percentage interests (inclusive of $8.2 million distributed to members upon the accelerated vesting of Incentive Units
in connection with the closing of the IPO) and $73.4 million to certain of Switch, Ltd.’s members with unreturned capital contributions in
accordance with Switch, Ltd.’s then-current operating agreement.
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14. Net Income (Loss) Per Share
The following table sets forth the calculation of basic and diluted net income (loss) per share:
Net income (loss) per share:
Numerator—basic:
Net income (loss) attributable to Switch, Inc.—basic
Numerator—diluted:
Net income (loss) attributable to Switch, Inc.—basic
Effect of dilutive securities:
Shares of Class B and Class C common stock
Net income (loss) attributable to Switch, Inc.—diluted
Denominator—basic:
Weighted average shares outstanding—basic
Net income (loss) per share—basic
Denominator—diluted:
Weighted average shares outstanding—basic
Weighted average effect of dilutive securities:
Stock options
RSUs
DEUs
RSAs
Shares of Class B and Class C common stock
Weighted average shares outstanding—diluted
Net income (loss) per share—diluted
$
$
$
$
Years Ended
December 31,
2019
2018
2017
(in thousands, except per share data)
8,917
$
4,052
$
(15,208 )
8,917
$
4,052
$
(15,208 )
17,339
26,256
$
—
4,052
$
—
(15,208 )
76,501
45,682
0.12
$
0.09
$
76,501
712
805
24
35
168,252
246,329
45,682
50
6
8
7
—
45,753
$
0.11
$
0.09
$
8,074
(1.88 )
8,074
—
—
—
—
—
8,074
(1.88 )
Shares of Class B and Class C common stock do not share in the earnings or losses of Switch, Inc. and are therefore not participating
securities. As such, separate calculations of basic and diluted net income (loss) per share for each of Class B and Class C common stock
under the two-class method have not been presented.
The following table presents potentially dilutive securities excluded from the computation of diluted net income (loss) per share for the periods
presented because their effect would have been anti-dilutive.
Years Ended
December 31,
2019
2018
2017
5,040
—
—
(in thousands)
7,352
2,228
191,426
5,725
31
216,569
Stock options(1)
RSUs(1)
Shares of Class B and Class C common stock(2)
________________________________________
(1)
(2)
Represents the number of instruments outstanding at the end of the period. Application of the treasury stock method would reduce this amount if they had a
dilutive effect and were included in the computation of diluted net income (loss) per share.
Shares of Class B and Class C common stock at the end of the period are considered potentially dilutive shares of Class A common stock under application of
the if-converted method.
15. Segment Reporting
The Company’s chief operating decision maker is its Chief Executive Officer. The Company manages its operations as a single operating
segment for the purposes of assessing performance and making operating decisions. All of the Company’s assets are maintained in the
United States, although the Company holds an equity method investment in SUPERNAP International, which has deployed facilities in Italy
and Thailand. The Company derives almost all of its revenue from sales to customers in the United States, based upon the billing address of
the
Switch, Inc. | 2019 Form 10-K | 101
Table of Contents
customer. Revenue derived from customers outside the United States, based upon the billing address of the customer, was less than 2% of
revenue for each of the years ended December 31, 2019, 2018, and 2017.
The Company’s revenue is comprised of the following:
Colocation
Connectivity
Other
Total revenue
16. Quarterly Financial Information (Unaudited)
Quarterly financial information is presented below:
Revenue
Gross profit
Net income
Net income attributable to Switch, Inc.
Basic net income per share(2)
Diluted net income per share(2)
________________________________________
(1)
Years Ended
December 31,
2019
2018
2017
(in thousands)
$ 370,682 $ 324,209
74,006
7,645
$ 462,310 $ 405,860
85,009
6,619
$ 304,720
67,690
5,865
$ 378,275
Year Ended December 31, 2019
First
Quarter(1)
Second
Quarter(1)
Third
Quarter(1)
Fourth
Quarter
Total
$
$
$
$
$
$
107,442
49,917
3,846
733
0.01
0.01
(amounts in thousands, except per share data)
$
$
$
$
$
$
120,545 $
57,012 $
12,944 $
4,048 $
0.05 $
0.04 $
111,970
53,853
4,672
1,189
0.02
0.02
122,353
58,849
10,080
2,947
0.04
0.03
$
$
$
$
$
$
$
$
$
$
$
$
462,310
219,631
31,542
8,917
0.12
0.11
(2)
The amounts presented differ from previously reported amounts as a result of the adoption of ASC 606 and ASC 842 for the annual period ended December
31, 2019.
Because net income per share amounts are calculated using the weighted average number of common and dilutive common equivalent shares outstanding
during each quarter, the sum of the per share amounts for the four quarters may not equal the total net income per share amounts for the year.
Year Ended December 31, 2018
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Total
Revenue
Gross profit
Net income
Net income attributable to Switch, Inc.
Basic net income per share
Diluted net income per share
17. Subsequent Events
$
$
$
$
$
$
97,717
42,861
3,950
671
0.02
0.02
(amounts in thousands, except per share data)
$
$
$
$
$
$
103,214 $
48,001 $
11,166 $
2,554 $
0.05 $
0.05 $
102,161
46,967
9,539
821
0.02
0.02
102,768
43,618
4,663
6
0.00
0.00
$
$
$
$
$
$
$
$
$
$
$
$
405,860
181,447
29,318
4,052
0.09
0.09
In January 2020, a wholly-owned subsidiary of Switch, Ltd. entered into a power purchase and sale agreement for electricity to purchase a
firm commitment of 60 megawatts per energy hour for a term of one year starting on July 1, 2020, or a purchase commitment of $20.0 million,
inclusive of scheduling services.
In January 2020, Switch, Inc. issued an aggregate of 4.6 million shares of Class A common stock to members of Switch, Ltd. in connection
with such members’ redemptions of an equivalent number of Common Units and corresponding cancellation and retirement of an equivalent
number of shares of Class B common stock. Such
Switch, Inc. | 2019 Form 10-K | 102
Table of Contents
retired shares of Class B common stock may not be reissued. The redemptions occurred pursuant to the terms of the Switch Operating
Agreement.
In January 2020, the Company borrowed $20.0 million under its 2017 Revolving Credit Facility.
In February 2020, Switch, Inc.’s Board of Directors authorized the repurchase by Switch, Ltd. of up to $20.0 million of its outstanding
Common Units held by Founder Members, with any unused amount from this authorization expiring on March 17, 2020.
In February 2020, Switch, Inc.’s Board of Directors declared a dividend of $0.0294 per share of Class A common stock, for a total estimated
to be $2.8 million, to be paid on March 24, 2020 to holders of record as of March 12, 2020. Prior to the payment of this dividend, Switch, Ltd.
will make a cash distribution to all holders of record of Common Units, including Switch, Inc., of $0.0294 per Common Unit, for a total
estimated to be $7.1 million.
Switch, Inc. | 2019 Form 10-K | 103
Table of Contents
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item 9A. 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 December 31, 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 December 31, 2019, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures were not effective because of the material weakness in our internal control over
financial reporting described below.
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, not absolute, assurance of achieving the desired control objectives. In addition,
the design of disclosure controls and procedures must reflect the fact that 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. The design of any system of controls
also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f)
and 15d-15(f) under the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projecting any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate
because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Our management, including our Chief Financial Officer and Chief Executive Officer, evaluated, as of December 31, 2019, the effectiveness of
our internal control over financial reporting based on the framework and criteria established in Internal Control - Integrated Framework (2013
Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on their evaluation, as of
December 31, 2019, our management concluded that our internal control over financial reporting was not effective because of the material
weakness described below.
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 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
December 31, 2019.
Additionally, this material weakness could result in a misstatement of our account balances or disclosures that would result in a material
misstatement of the annual or interim consolidated financial statements that would not be prevented or detected.
The effectiveness of our internal control over financial reporting as of December 31, 2019, has been audited by PricewaterhouseCoopers LLP,
an independent registered public accounting firm, as stated in their report included herein.
Remediation of Previously Identified Material Weakness
We previously identified and disclosed in our Annual Report on Form 10-K for the year ended December 31, 2018, the following material
weakness in our internal control over financial reporting, which has been remediated, as described below:
The material weakness was identified in connection with the audit of our 2016 consolidated financial statements and 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
Switch, Inc. | 2019 Form 10-K | 104
Table of Contents
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.
During the first three quarters of 2019, we substantially completed the comprehensive risk assessment of the design of existing controls and
implemented new controls as needed to remediate the above previously identified material weakness. However, as we had yet to complete
the testing and evaluation of the operating effectiveness of controls, the above previously identified material weakness remained unremediated
as of the quarter ended September 30, 2019. During the quarter ended December 31, 2019, we completed the testing and evaluation of the
operating effectiveness of the controls and concluded that the above previously identified material weakness had been remediated as of
December 31, 2019.
Material Weakness Remediation Efforts
We have implemented and continue to implement measures designed to improve our internal control over financial reporting to remediate this
material weakness, including hiring additional personnel with appropriate education, experience and certifications for key positions in the
financial reporting and accounting function, as well as designing and implementing improved processes and internal controls, including
transaction-level controls, controls over the maintenance of appropriate segregation of duties over journal entries, account reconciliations, 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 weakness we have identified or avoid potential future material weaknesses. If the steps
we take do not correct the material weakness 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 were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15
(f) under the Exchange Act) identified in connection with the evaluation of our internal control performed during the quarter ended
December 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
Not applicable.
Switch, Inc. | 2019 Form 10-K | 105
Table of Contents
Part III.
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this item is incorporated by reference to the Proxy Statement for the 2020 annual meeting of the stockholders,
which will be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2019.
Item 11.
Executive Compensation.
The information required by this item is incorporated by reference to the Proxy Statement for the 2020 annual meeting of the stockholders,
which will be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2019.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Securities authorized for issuance under equity compensation plans
The table below provides information about our compensation plans under which our Class A common stock is authorized for issuance as of
December 31, 2019. See Note 12 to the consolidated financial statements included in Part II, Item 8 for a description of these compensation
plans.
Equity Compensation Plan Information
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights (a)
Weighted average exercise
price of outstanding options,
warrants and rights (b)(2)
Number of securities
remaining available for future
issuance under equity
compensation plans
(excluding securities
reflected in column (a)) (c)(3)
11,650,379
$
13.57
23,730,050
Plan category
Equity compensation plans approved by security
holders(1)
________________________________________
(1)
(2)
(3)
Includes awards granted and available to be granted under our 2017 Incentive Award Plan.
The weighted average exercise price does not include restricted stock units granted under our 2017 Incentive Award Plan.
Our 2017 Incentive Award Plan provides for annual increases, each January 1, beginning on January 1, 2018 and ending on and including January 1, 2027,
equal to the lesser of (A) 17.0 million shares of Class A common stock, (B) 5% of the aggregate number of shares of our Class A common stock, Class B
common stock and Class C common stock outstanding on the final day of the immediately preceding calendar year and (C) such smaller number of shares of
Class A common stock as is determined by our board of directors.
Certain information required by this item is incorporated by reference to the Proxy Statement for the 2020 annual meeting of the
stockholders, which will be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2019.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is incorporated by reference to the Proxy Statement for the 2020 annual meeting of the stockholders,
which will be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2019.
Item 14.
Principal Accounting Fees and Services.
The information required by this item is incorporated by reference to the Proxy Statement for the 2020 annual meeting of the stockholders,
which will be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2019.
Switch, Inc. | 2019 Form 10-K | 106
Table of Contents
Part IV.
Item 15.
Exhibits, Financial Statement Schedules.
The following documents are filed as part of this report:
(1) Financial statements:
Consolidated Balance Sheets
Consolidated Statements of Comprehensive Income (Loss)
Consolidated Statements of Members’/Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(2) Financial statement schedules:
Page
66
67
68
71
73
All financial statement schedules are omitted since they are not required or are not applicable, or the required information is included
in the consolidated financial statements or notes thereto.
(3) Exhibits:
Exhibit No.
Exhibit Description
Amended and Restated Articles of Incorporation of Switch, Inc.
Amended and Restated Bylaws of Switch, Inc.
* Description of Switch, Inc.’s Securities.
Incorporated by Reference
Form
Exhibit
Filing Date
8-K
8-K
3.1
3.2
10/11/2017
10/11/2017
Tax Receivable Agreement, dated October 5, 2017, by and among Switch, Inc.,
Switch, Ltd., and each other person from time to time party thereto.
Amended and Restated Registration Rights Agreement, dated October 5, 2017, by
and among Switch, Inc., Switch, Ltd. and each other person from time to time party
thereto.
Fifth Amended and Restated Operating Agreement of Switch, Ltd., dated October 5,
2017, by and among Switch, Ltd. and its Members.
Amended and Restated Credit Agreement, dated as of June 27, 2017, by and among
Switch, Ltd., as borrower, the lenders party thereto and Wells Fargo Bank, National
Association, as administrative agent.
First Amendment to Amended and Restated Credit Agreement dated as of December
28, 2017.
Amended and Restated Collateral Agreement, dated as of June 27, 2017, by and
among Switch, Ltd., as borrower, certain of its subsidiaries and Wells Fargo Bank,
National Association, as administrative agent.
Amended and Restated Subsidiary Guaranty Agreement, dated as of June 27, 2017,
by and among Switch, Ltd., as borrower, certain of its subsidiaries and Wells Fargo
Bank, National Association, as administrative agent.
† Switch, Inc. 2017 Incentive Award Plan.
† Form of Stock Option Agreement under Switch, Inc. 2017 Incentive Award Plan.
† Form of Restricted Stock Agreement under Switch, Inc. 2017 Incentive Award Plan.
† Form of Restricted Stock Unit Grant under Switch, Inc. 2017 Incentive Award Plan.
† Offer Letter, dated January 7, 2016, by and between Switch, Ltd. and Gabe Nacht.
Form of Indemnification Agreement entered into between Switch, Inc. and certain of
its directors and officers, effective October 11, 2017.
8-K
10.1
10/11/2017
8-K
10.2
10/11/2017
8-K
10.3
10/11/2017
S-1
10.4
9/8/2017
8-K
10.1
12/28/2017
S-1
10.5
9/8/2017
S-1
S-1/A
S-1/A
S-1/A
10-Q
S-1/A
10.6
10.7
10.7(a)
10.7(b)
10.1
10.8
9/8/2017
9/25/2017
9/25/2017
9/25/2017
11/14/2017
9/25/2017
S-1
10.9
9/8/2017
Switch, Inc. | 2019 Form 10-K | 107
3.1
3.2
4.1
10.1
10.2
10.3
10.4
10.4(a)
10.5
10.6
10.7
10.7(a)
10.7(b)
10.7(c)
10.8
10.9
Table of Contents
Exhibit No.
Exhibit Description
Incorporated by Reference
Form
Exhibit
Filing Date
Standard Industrial Real Estate Lease, dated August 21, 2007, by and between
Switch, Ltd. (f/k/a Switch Communications Group L.L.C.) and Beltway Business Park
Warehouse No. 3, LLC, as amended by (i) First Amendment to Lease, dated January
25, 2008, (ii) Confirmation of Initial Lease Term and Amendment to Lease, dated April
28, 2008, (iii) Third Amendment to Lease, dated January 21, 2011, (iv) Fourth
Amendment to Lease, dated August 9, 2013, and (v) Fifth Amendment to Lease,
dated June 21, 2016.
Lease Agreement, dated November 4, 2010, by and between Switch, Ltd. (f/k/a
Switch Communications Group L.L.C.) and Beltway Business Park Office No. 1, LLC,
as amended by (i) First Amendment to Lease, dated April 1, 2011, (ii) Second
Amendment to Lease, dated September 25, 2012, and (iii) Third Amendment to
Lease, dated February 1, 2014.
Lease Agreement, dated April 1, 2011, by and between Switch, Ltd. (f/k/a Switch
Communications Group L.L.C.) and Beltway Business Park Office No. 1, LLC, as
amended by (i) First Amendment to Lease, dated July 23, 2014, and (ii) Second
Amendment to Lease, dated May 27, 2016.
Land Lease, dated January 12, 2012, by and between Switch, Ltd. (f/k/a Switch
Communications Group L.L.C.) and Beltway Business Park Warehouse No. 4, LLC,
as amended by (i) Confirmation of Lease Term and Amendment to Lease, dated
February 22, 2013, and (ii) First Amendment to Lease, dated June 21, 2016.
Lease Agreement, dated April 24, 2012, by and between InNEVation L.L.C. and
Beltway Business Park Office No. 2, LLC, as amended by (i) First Amendment to
Lease, dated February 19, 2013, (ii) Second Amendment to Lease, dated March 14,
2013, (iii) Third Amendment to Lease, dated August 20, 2013, (iv) Fourth Amendment
to Lease, dated September 1, 2013, (v) Fifth Amendment to Lease, dated January 12,
2015, (vi) Sixth Amendment to Lease, dated January 19, 2015, (vii) Seventh
Amendment to Lease, dated November 15, 2015, and (viii) Eighth Amendment to
Lease, dated January 17, 2017.
Standard Industrial Real Estate Lease, dated November 3, 2014, by and between
Switch, Ltd. and Beltway Business Park Warehouse No. 1, LLC.
Land Lease, dated June 21, 2016, by and between Switch, Ltd. and Beltway
Business Park Warehouse No. 6, LLC, as amended by Confirmation of Lease Term
and Amendment to Lease, dated March 22, 2017.
LTIP Incentive Unit Award Agreement, by and between Switch, Ltd. and Rob Roy,
dated September 7, 2017.
Incentive Unit Award Agreement, by and between Switch, Ltd. and Thomas Morton,
dated September 7, 2017.
Restricted Stock Unit Award Agreement between Switch, Inc. and Rob Roy dated
December 27, 2017.
Executive Severance Agreement by and among Switch, Ltd., Switch, Inc., and Rob
Roy dated April 10, 2019.
Executive Severance Agreement by and among Switch, Ltd., Switch, Inc., and
Thomas Morton dated April 10, 2019.
Executive Severance Agreement by and among Switch, Ltd., Switch, Inc., and Gabe
Nacht dated April 10, 2019.
Land Lease, dated March 13, 2019, by and between Switch, Ltd. and Beltway
Business Park Warehouse No. 8, LLC, as amended by Confirmation of Lease Term
and Amendment to Lease, dated June 4, 2019.
†
†
†
†
†
†
* Subsidiaries of Switch, Inc.
* Consent of PricewaterhouseCoopers LLP.
Certification of the Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Certification of the Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
*
*
Switch, Inc. | 2019 Form 10-K | 108
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
21.1
23.1
31.1
31.2
S-1/A
10.10
9/25/2017
S-1/A
10.11
9/25/2017
S-1/A
10.12
9/25/2017
S-1/A
10.13
9/25/2017
S-1/A
10.14
9/25/2017
S-1/A
10.15
9/25/2017
S-1/A
10.16
9/25/2017
S-1/A
10.17
9/25/2017
S-1/A
10.18
9/25/2017
8-K
10.2
12/28/2017
8-K
10.1
4/16/2019
8-K
10.2
4/16/2019
8-K
10.3
4/16/2019
10-Q
10.4
8/9/2019
Incorporated by Reference
Form
Exhibit
Filing Date
Table of Contents
Exhibit No.
Exhibit Description
32.1
Certifications of the Principal Executive Officer and Principal Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
#
101.INS
* XBRL Instance Document.
101.SCH
* XBRL Taxonomy Extension Schema Document.
101.CAL
* XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
* XBRL Extension Definition Linkbase Document.
101.LAB
* XBRL Taxonomy Label Linkbase Document.
* XBRL Taxonomy Extension Presentation Linkbase Document.
101.PRE
___________________________________________________________________
* Filed herewith.
# Furnished herewith.
† Indicates a management contract or compensatory plan or arrangement.
Item 16.
Form 10-K Summary.
None.
Switch, Inc. | 2019 Form 10-K | 109
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date: March 2, 2020
Switch, Inc.
(Registrant)
/s/ Gabe Nacht
Gabe Nacht
Chief Financial Officer
(Principal Financial and Accounting Officer and Duly
Authorized Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
Date: March 2, 2020
/s/ Rob Roy
Rob Roy
Chief Executive Officer and Chairman of the Board of
Directors
(Principal Executive Officer)
Date: March 2, 2020
/s/ Gabe Nacht
Gabe Nacht
Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: March 2, 2020
Date: March 2, 2020
Date: March 2, 2020
Date: March 2, 2020
Date: March 2, 2020
(Back To Top)
Section 2: EX-4.1 (EXHIBIT 4.1)
/s/ Zareh Sarrafian
Zareh Sarrafian
Director
/s/ Kimberly Sheehy
Kimberly Sheehy
Director
/s/ Donald D. Snyder
Donald D. Snyder
Director
/s/ Tom Thomas
Tom Thomas
Director
/s/ Bryan Wolf
Bryan Wolf
Director
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
Exhibit 4.1
As of December 31, 2019, Switch, Inc.’s (“Switch,” the “Company,” “we,” “our,” “us”) Class A common stock, par value $0.001 per
share (“Class A Common Stock”) was registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and listed on The New York Stock Exchange (“NYSE”) under the symbol “SWCH.”
DESCRIPTION OF CAPITAL STOCK
This section contains a description of our capital stock. This description includes not only our Class A Common Stock, but also our
Class B common stock, par value $0.001 per share (“Class B Common Stock”), Class C common stock, par value $0.001 per share (“Class
C Common Stock”) and preferred stock. The following summary of the terms of our capital stock is not meant to be complete and is qualified
by reference to our amended and restated articles of incorporation and our amended and restated bylaws.
Our authorized capital stock currently consists of 750,000,000 shares of Class A Common Stock, 300,000,000 shares of Class B
Common Stock (of which 65,521,207 shares have been retired and may not be reissued), 75,000,000 shares of Class C Common Stock (of
which 42,944,647 shares have been retired and may not be reissued) and 10,000,000 shares of blank check preferred stock.
As of December 31, 2019, we had 89,768,121 shares of our Class A Common Stock issued and outstanding and 151,047,756
shares of our Class B Common Stock issued and outstanding. No shares of Class C Common Stock or preferred stock were outstanding.
As used in this document, unless the context otherwise requires, references to:
•
•
•
•
•
•
“Members” refer to the Founder Members, Non-Founder Members and Former Incentive Unit Holders.
“Founder Members” refer to Rob Roy, our Founder, Chairman and Chief Executive Officer, and an affiliated entity of Mr. Roy,
each of which own Common Units (as defined below) and who may exchange their Common Units for shares of our Class A
Common Stock. As the context requires in this exhibit to the Form 10-K, “Founder Members” also refers to the respective
successors, assigns and transferees of such Founder Members permitted under the Switch Operating Agreement (as
defined below) and our amended and restated articles of incorporation.
“Non-Founder Members” refer to those direct and certain indirect owners of interest in Switch, Ltd., other than the Founder
Members, each of which own Common Units and who may exchange their Common Units for shares of our Class A
Common Stock. The Non-Founder Members include (i) each of our named executive officers, other than Mr. Roy and (ii) Tom
Thomas and Donald D. Snyder, members of our board of directors. As the context requires in this exhibit to the Form 10-K,
“Non-Founder Members” also refers to the respective successors, assigns and transferees of such Non-Founder Members
permitted under the Switch Operating Agreement and our amended and restated articles of incorporation.
“Former Incentive Unit Holders” refer collectively to (i) our named executive officers; (ii) an affiliated entity of Mr. Roy; (iii) Mr.
Snyder; and (iv) certain other current and former non-executive employees, in each case, who held incentive units in Switch,
Ltd. and whose incentive units converted into Common Units of Switch, Ltd. in connection with our initial public offering
(“IPO”).
“Common Units” refer to the single class of issued common membership interests of Switch, Ltd.
“Switch Operating Agreement” refers to the Fifth Amended and Restated Operating Agreement of Switch, Ltd.
Class A Common Stock
Issuance of Class A Common Stock with Common Units
Common Stock
We will undertake any action, including, without limitation, a reclassification, dividend, division or recapitalization with respect to
shares of Class A Common Stock to the extent necessary to maintain a one-to-one ratio between the number of Common Units we own, and
the number of outstanding shares of Class A Common Stock, disregarding
unvested shares issued in connection with stock incentive plans, shares issuable upon the exercise, conversion or exchange of certain
convertible or exchangeable securities and treasury stock.
Voting Rights
Holders of our Class A Common Stock are entitled to cast one vote per share. Holders of our Class A Common Stock are not entitled
to cumulate their votes in the election of directors. Generally, holders of all classes of our common stock vote together as a single class and
an action is approved by our stockholders if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to
the action, while directors are elected by a plurality of the votes cast. Except as otherwise provided by applicable law, amendments to our
amended and restated articles of incorporation must be approved by a majority or, in some cases, two-thirds of the combined voting power of
all shares entitled to vote, voting together as a single class.
Dividend Rights
Holders of Class A Common Stock share ratably (based on the number of shares of Class A Common Stock held) if and when any
dividend is declared by the board of directors out of funds legally available therefor, subject to restrictions, whether statutory or contractual
(including with respect to any outstanding indebtedness), on the declaration and payment of dividends and to any restrictions on the payment
of dividends imposed by the terms of any outstanding preferred stock or any class or series of stock having a preference over, or the right to
participate with, the Class A Common Stock with respect to the payment of dividends. Shares of one class or series may be issued as a
share dividend in respect of another class or series.
Liquidation Rights
On our liquidation, dissolution or winding up, each holder of Class A Common Stock will be entitled to a pro rata distribution of the net
assets, if any, available for distribution to common stockholders.
Other Matters
No shares of Class A Common Stock are subject to redemption or have preemptive rights to purchase additional shares of Class A
Common Stock. Holders of shares of our Class A Common Stock do not have subscription, redemption or conversion rights.
Class B Common Stock
Issuance of Class B Common Stock with Common Units
Shares of Class B Common Stock will only be issued to the extent necessary in connection with the conversion of shares of Class C
Common Stock and to maintain a one-to-one ratio between the number of Common Units owned by all holders of Class B Common Stock
and the number of outstanding shares of Class B Common Stock owned by all such holders. Shares of Class B Common Stock are
cancelled on a one-to-one basis if a holder of shares of Class B Common Stock elects to have its corresponding Common Units redeemed
pursuant to the terms of the Switch Operating Agreement.
Subject to the restrictions set forth in the Switch Operating Agreement, members of Switch, Ltd. may have their Common Units
redeemed for shares of our Class A common stock. To the extent that any holder of Class B Common Stock exercises its right pursuant to
the Switch Operating Agreement to have its Common Units redeemed by Switch, Ltd., then simultaneous with the payment of, at our
election, cash or shares of Class A Common Stock to such holder, we shall cancel for no consideration a number of shares of Class B
Common Stock held by such holder equal to the number of its Common Units redeemed or exchanged in such transaction. Such redeemed
or exchanged shares shall be retired and shall not be reissued by us.
Voting Rights
Holders of Class B Common Stock are entitled to cast one vote per share. Holders of our Class B Common Stock are not entitled to
cumulate their votes in the election of directors.
Generally, holders of all classes of our common stock vote together as a single class and an action is approved by our stockholders if
the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action, while directors are elected by a
plurality of the votes cast. Except as otherwise provided by applicable law, amendments to our amended and restated articles of
incorporation must be approved by a majority or, in some cases, two-thirds of the combined voting power of all shares entitled to vote, voting
together as a single class.
Dividend Rights
Holders of our Class B Common Stock do not participate in any dividend declared by the board of directors.
Liquidation Rights
On our liquidation, dissolution or winding up, holders of our Class B Common Stock will not be entitled to receive any distribution of
our assets.
Transfers
Pursuant to our amended and restated articles of incorporation and the Switch Operating Agreement, holders of our Class B Common
Stock are subject to restrictions on transfer of such shares, including that:
•
•
the holder will not transfer any shares of Class B Common Stock to any person unless the holder transfers an equal number
of Common Units to the same person; and
in the event the holder transfers any Common Units to any person, the holder will transfer an equal number of shares of
Class B Common Stock to the same person.
Merger, Consolidation, Tender or Exchange Offer
The holders of our Class B Common Stock will have the right to receive, or the right to elect to receive, the same form and amount (on
a per share basis) of consideration, if any, as the holders of our Class C Common Stock in the event of a merger, consolidation, conversion,
exchange or other business combination requiring the approval of our stockholders or a tender or exchange offer to acquire any shares of our
common stock. However, in any such event involving consideration in the form of securities, the holders of our Class C Common Stock will be
entitled to receive securities that have no more than ten times the voting power of any securities distributed to the holders of our Class B
Common Stock.
Other Matters
No shares of Class B Common Stock are subject to redemption or have preemptive rights to purchase additional shares of Class B
Common Stock. Holders of shares of our Class B Common Stock do not have subscription, redemption or conversion rights.
Class C Common Stock
On November 8, 2019, at the request of our board of directors, the holders of Class C Common Stock converted each share of Class C
Common Stock held by them into one share of Class B Common Stock pursuant to our amended and restated articles of incorporation.
As of December 31, 2019, no shares of Class C Common Stock were outstanding. We do not have any current plans to issue any
additional shares of Class C Common Stock.
Preferred Stock
Our amended and restated articles of incorporation provide that our board of directors has the authority, without action by the
stockholders, to designate and issue up to 10,000,000 shares of preferred stock in one or more classes or series, and the number of shares
constituting any such class or series, and to fix the voting powers, designations, preferences, limitations, restrictions and relative rights of
each class or series of preferred stock, including, without limitation, dividend rights, dividend rates, conversion rights, exchange rights, voting
rights, rights and terms of redemption, dissolution preferences, and treatment in the case of a merger, business combination transaction, or
sale of the Company’s assets, which rights may be greater than the rights of the holders of the common stock.
The purpose of authorizing our board of directors to issue preferred stock and determine the rights and preferences of any classes or
series of preferred stock is to eliminate delays associated with a stockholder vote on specific issuances. The simplified issuance of preferred
stock, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could have the effect
of making it more difficult for a third party to acquire, or could discourage a third party from seeking to acquire, a majority of our outstanding
voting stock. Additionally, the issuance of preferred stock may adversely affect the holders of our Class A Common Stock by restricting
dividends on the Class A Common Stock, diluting the voting power of the Class A Common Stock or subordinating the dividend or liquidation
rights of the Class A Common Stock. As a result of these or other factors, the issuance of preferred stock could have an adverse impact on
the market price of our Class A Common Stock.
Exclusive Forum for Disputes
Our amended and restated articles of incorporation provide that unless we otherwise consent in writing (i) any derivative action or
proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other
employees or our stockholders, (iii) any action asserting a claim against us or our officers, directors or employees arising pursuant to any
provision of Nevada law regarding corporations, mergers, conversion or domestications, or our amended and restated articles of incorporation
or amended and restated bylaws or (iv) any action asserting a claim against us or any of our directors, officers or employees governed by the
internal affairs doctrine, will have to be brought only in the Eighth Judicial District Court of Clark County, Nevada, or the Nevada Court.
Although we believe this provision benefits us by providing increased consistency in the application of Nevada law in the types of lawsuits to
which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers.
Anti-Takeover Effects of Provisions of our Amended and Restated Articles of Incorporation and our Amended and Restated
Bylaws
Our amended and restated articles of incorporation and amended and restated bylaws also contain provisions that may delay, defer or
discourage another party from acquiring control of us. We expect that these provisions will discourage coercive takeover practices or
inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our
board of directors, which we believe may result in an improvement of the terms of any such acquisition in favor of our stockholders. However,
they also give our board of directors the power to discourage acquisitions that some stockholders may favor.
Authorized but Unissued Shares
The authorized but unissued shares (and to the extent not otherwise retired or reserved) of Class A, B and C Common Stock and
preferred stock are available for future issuance without stockholder approval, subject to any limitations imposed by the listing standards of
the NYSE in addition to our amended and restated articles of incorporation. These additional shares may be used for a variety of corporate
finance transactions, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and
preferred stock could make more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger
or otherwise. We do not have any current plans to issue any additional shares of Class C Common Stock.
Requirements for Advance Notification of Stockholder Meetings, Nominations and Proposals
Our amended and restated articles of incorporation provide that stockholders at an annual meeting may only consider proposals or
nominations specified in the notice of meeting or brought before the meeting by or at the direction of our board of directors or by a qualified
stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has delivered timely written notice in
proper form to our secretary of the stockholder’s intention to bring such business before the meeting. Our amended and restated articles of
incorporation provide that, subject to applicable law, special meetings of the stockholders may be called only by a resolution adopted by the
affirmative vote of a majority of the directors then in office. Our amended and restated bylaws prohibit the conduct of any business at a
special meeting other than as specified in the notice for such meeting. In addition, any stockholder who wishes to bring business before an
annual meeting or nominate directors must comply with the advance notice and duration of ownership requirements set forth in our amended
and restated bylaws and provide us with certain information. These provisions may have the effect of deferring, delaying or discouraging
hostile takeovers or changes in control of us or changes in our management.
Limitations on Stockholder Action by Written Consent
Nevada law permits stockholder action by written consent unless the corporation’s articles of incorporation or bylaws provide
otherwise. Our amended and restated articles of incorporation provide that stockholder action by written consent is permitted so long as the
Founder Members beneficially own at least 50% of the Class C Common Stock owned by the Founder Members at the closing of our initial
public offering. On November 8, 2019, the Founder Members converted each share of Class C Common Stock held by them into one share of
Class B Common Stock. Accordingly, all stockholder actions must now be taken at a meeting of our stockholders.
Amendment of Amended and Restated Articles of Incorporation or Bylaws
Nevada law provides generally that a resolution of the board of directors is required to propose an amendment to a corporation’s
articles of incorporation and that the amendment must be approved by the affirmative vote of a majority of the voting power of all classes
entitled to vote, as well as a majority of any class adversely affected. Nevada law also provides that the corporation’s bylaws, including any
bylaws adopted by its stockholders, may be amended by the board of directors and that the power to adopt, amend or repeal the bylaws may
be granted exclusively to the directors in the corporation’s articles of incorporation. Our amended and restated articles of incorporation
provide that they may be amended by the board of directors, in the manner, and subject to approval by stockholders as, now or hereafter
prescribed by statute, except that any amendment to Article 8 regarding the stockholders’ right to act by written consent or Article 11
regarding corporate opportunities will require the affirmative vote of at least two-thirds of the votes which all our stockholders would be entitled
to cast in an election of directors. Our amended and restated bylaws provide that they may be amended or repealed by the affirmative vote of
a majority of our board of directors or stockholders representing at least two-thirds or more of the votes eligible to be cast in an election of
directors.
The foregoing provisions of our amended and restated articles of incorporation and amended and restated bylaws could discourage
potential acquisition proposals and could delay or prevent a change in control. These provisions are intended to enhance the likelihood of
continuity and stability in the composition of our board of directors and in the policies formulated by our board of directors and to discourage
certain types of transactions that may involve an actual or threatened change of control. These provisions are designed to reduce our
vulnerability to an unsolicited acquisition proposal. The provisions also are intended to discourage certain tactics that may be used in proxy
fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence,
they also may inhibit fluctuations in the market price of our shares of Class A Common Stock that could result from actual or rumored
takeover attempts. Such provisions also may have the effect of preventing changes in our management or delaying or preventing a transaction
that might benefit you or other minority stockholders.
Anti-Takeover Effects of Nevada Law
The State of Nevada, where we are incorporated, has enacted statutes that could prohibit or delay mergers or other takeover or change
in control attempts and, accordingly, may discourage attempts to acquire us even though such a transaction may offer our stockholders the
opportunity to sell their stock at a price above the prevailing market price. We have not opted out of these statutes.
Business Combinations
The “business combination” provisions of Sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes (“NRS”) generally
prohibit a publicly traded Nevada corporation with at least 200 stockholders of record from engaging in various “combination” transactions with
any interested stockholder for a period of up to four years after the date of the transaction in which the person became an interested
stockholder, unless the combination or transaction was approved by the board of directors before such person became an interested
stockholder or the combination is approved by the board of directors, if within two years after the date in which the person became an
interested stockholder, and is approved at a meeting of the stockholders by the affirmative vote of stockholders representing at least 60% (for
a combination within two years after becoming an interested stockholder) or a majority (for combinations between two and four years
thereafter) of the outstanding voting power held by disinterested stockholders. Alternatively, a corporation may engage in a combination with
an interested stockholder more than two years after such person becomes an interested stockholder if:
•
•
the consideration to be paid to the holders of the corporation’s stock, other than the interested stockholder, is at least equal
to the highest of: (a) the highest price per share paid by the interested stockholder within the two years immediately
preceding the date of the announcement of the combination or the transaction in which it became an interested stockholder,
whichever is higher, plus interest compounded annually, (b) the market value per share of common stock on the date of
announcement of the combination or the date the interested stockholder acquired the shares, whichever is higher, less
certain dividends paid or (c) for holders of preferred stock, the highest liquidation value of the preferred stock, if it is higher;
and
the interested stockholder has not become the owner of any additional voting shares since the date of becoming an
interested stockholder except by certain permitted transactions.
A “combination” is generally defined to include (i) mergers or consolidations with the “interested stockholder” or an affiliate or
associate of the interested stockholder, (ii) any sale, lease exchange, mortgage, pledge, transfer or other disposition of assets of the
corporation, in one transaction or a series of transactions, to or with the interested stockholder or an affiliate or associate of the interested
stockholder: (a) having an aggregate market value equal to 5% or more of the aggregate market value of the assets of the corporation,
(b) having an aggregate market value equal to 5% or more of the aggregate market value of all outstanding shares of the corporation or
(c) representing more than 10% of the earning power or net income (determined on a consolidated basis) of the corporation, (iii) any issuance
or transfer of securities to the interested stockholder or an affiliate or associate of the interested stockholder, in one transaction or a series of
transactions, having an aggregate market value equal to 5% or more of the aggregate market value of all of the outstanding voting shares of
the corporation (other than under the exercise of warrants or rights to purchase shares offered, or a dividend or distribution made pro rata to
all stockholders of the corporation), (iv) adoption of a plan or proposal for liquidation or dissolution of the corporation with the interested
stockholder or an affiliate or associate of the interested stockholder and (v) certain other transactions having the effect of increasing the
proportionate share of voting securities beneficially owned by the interested stockholder or an affiliate or associate of the interested
stockholder.
In general, an “interested stockholder” means any person who (i) beneficially owns, directly or indirectly, 10% or more of the voting
power of the outstanding voting shares of a corporation, or (ii) is an affiliate or associate of the corporation that beneficially owned, within two
years prior to the date in question, 10% or more of the voting power of the then-outstanding shares of the corporation.
Control Share Acquisitions
The “control share” provisions of Sections 78.378 to 78.3793, inclusive, of the NRS apply to “issuing corporations” that are Nevada
corporations doing business, directly or through an affiliate, in Nevada, and having at least 200 stockholders of record, including at least 100
of whom have addresses in Nevada appearing on the stock ledger of the corporation. The control share statute prohibits an acquirer, under
certain circumstances, from voting its “control shares” of an issuing corporation’s stock after crossing certain ownership threshold
percentages, unless the acquirer obtains approval of the issuing corporation’s disinterested stockholders or unless the issuing corporation
amends its articles of incorporation or bylaws within ten (10) days of the acquisition to provide that the “control share” statute does not apply
to the corporation or to the types of existing or future stockholders. The statute specifies three thresholds: one-fifth or more but less than
one-third, one-third but less than a majority, and a majority or more, of the outstanding voting power of a corporation. Generally, once an
acquirer crosses one of the foregoing thresholds, those shares acquired in an acquisition or offer to acquire in an acquisition and acquired
within 90 days immediately preceding the date that the acquirer crosses one of the thresholds, become “control shares,” and such control
shares are deprived of the right to vote until disinterested stockholders restore the right. In addition, the corporation, if provided in its articles
of incorporation or bylaws in effect on the tenth (10th) day following the acquisition of a controlling interest, may cause the redemption of all of
the control shares at the average price paid for such shares if the stockholders do not accord the control shares full voting rights. If control
shares are accorded full voting rights and the acquiring person has acquired a majority or more of all voting power, all other stockholders who
did not vote in favor of authorizing voting rights to the control shares are entitled to demand payment for the fair value of their shares in
accordance with statutory procedures established for dissenters’ rights.
Limitations on Liability and Indemnification of Officers and Directors
Nevada law provides that our directors and officers will not be personally liable to us, our stockholders or our creditors for monetary
damages for any act or omission of a director or officer other than in circumstances where the director or officer breaches his or her fiduciary
duty to us or our stockholders and such breach involves intentional misconduct, fraud or a knowing violation of law and the trier of fact
determines that the presumption that he or she acted in good faith, on an informed basis and with a view to the interests of the corporation
has been rebutted. Nevada law allows the articles of incorporation of a corporation to provide for greater liability of the corporation’s directors
and officers. Our amended and restated articles of incorporation do not provide for greater liability of our officers and directors than is provided
under Nevada law.
Nevada law allows a corporation to indemnify officers and directors for actions pursuant to which a director or officer either would not
be liable pursuant to the limitation of liability provisions of Nevada law or where he or she acted in good faith and in a manner which he or she
reasonably believed to be in or not opposed to our best interests, and, in the case of an action not by or in the right of the corporation and
with respect to any criminal action or proceeding,
had no reasonable cause to believe the conduct was unlawful. Our amended and restated articles of incorporation and bylaws provide
indemnification for our directors and officers to the fullest extent permitted by Nevada law. We have entered into indemnification agreements
with each of our directors that may, in some cases, be broader than the specific indemnification provisions contained under Nevada law. In
addition, as permitted by Nevada law, our amended and restated articles of incorporation include provisions that eliminate the personal
liability of our directors for monetary damages resulting from certain breaches of fiduciary duties as a director. The effect of these provisions
is to restrict our rights and the rights of our stockholders in derivative suits to recover monetary damages against a director for breach of
fiduciary duties as a director, except that a director will be personally liable for acts or omissions not in good faith or in a manner which he or
she did not reasonably believe to be in or not opposed to the best interest of the corporation if, subject to certain exceptions, the act or failure
to act constituted a breach of fiduciary duty and such breach involved intentional misconduct, fraud or knowing violations of law.
These provisions may be held not to be enforceable for certain violations of the federal securities laws of the United States.
We are also expressly authorized to carry directors’ and officers’ insurance to protect our directors, officers, employees and agents
against certain liabilities.
The limitation of liability and indemnification provisions under Nevada law and in our amended and restated articles of incorporation and
amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties.
These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an
action, if successful, might otherwise benefit us and our stockholders. However, these provisions do not limit or eliminate our rights, or those
of any stockholder, to seek non-monetary relief such as injunction or rescission in the event of a breach of a director’s fiduciary duties.
Moreover, the provisions do not alter the liability of directors under the federal securities laws. In addition, your investment may be adversely
affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers
pursuant to these indemnification provisions.
Corporate Opportunities
In recognition that partners, principals, directors, officers, members, managers and/or employees of the Members and their affiliates
and investment funds, which we refer to as the “Corporate Opportunity Entities,” may serve as our directors and/or officers, and that the
Corporate Opportunity Entities may engage in activities or lines of business similar to those in which we engage, our amended and restated
articles of incorporation provide for, to the fullest extent permitted under Nevada law, the renouncement by us of all interest and expectancy
that we otherwise would be entitled to have in, and all rights to be offered an opportunity to participate in, any business opportunity that from
time to time may be presented to a Corporate Opportunity Entity other than an employee of the Company or any of its subsidiaries.
Specifically, none of the Corporate Opportunity Entities has any duty to refrain from engaging, directly or indirectly, in the same or similar
business activities or lines of business that we do or otherwise competing with us. In the event that any Corporate Opportunity Entity that is
not an employee of the Company or its subsidiaries acquires knowledge of a potential transaction or matter which may be a corporate
opportunity for itself and us, we will not have any expectancy in such corporate opportunity, and the Corporate Opportunity Entity will not
have any duty to communicate or offer such corporate opportunity to us and may pursue or acquire such corporate opportunity for itself or
direct such opportunity to another person. In addition, if a director of our Company who is also a partner, principal, director, officer, member,
manager or employee of any Corporate Opportunity Entity acquires knowledge of a potential transaction or matter which may be a corporate
opportunity for us and a Corporate Opportunity Entity, we will not have any expectancy in such corporate opportunity. In the event that any
director of ours who is not an employee of the Company or any of its subsidiaries acquires knowledge of a potential transaction or matter
which may be a corporate opportunity for us we will not have any expectancy in such corporate opportunity unless such potential transaction
or matter was expressly offered to such director in his or her capacity as such.
To the fullest extent permitted by Nevada law, no potential transaction or business opportunity may be deemed to be a potential
corporate opportunity of the Company or its subsidiaries unless (a) the Company or its subsidiaries would be permitted to undertake such
transaction or opportunity in accordance with the amended and restated articles of incorporation, (b) the Company or its subsidiaries at such
time have sufficient financial resources to undertake such transaction or opportunity and (c) such transaction or opportunity would be in the
same or similar line of business in which the Company or its subsidiaries are then engaged or a line of business that is reasonably related to,
or a reasonable extension of, such line of business.
By becoming a stockholder in our Company, you will be deemed to have notice of and consented to these provisions of our amended
and restated articles of incorporation. Any amendment to the foregoing provisions of our amended and restated articles of incorporation
requires the affirmative vote of at least two-thirds of the votes which all our stockholders would be entitled to cast in an election of directors.
Dissenters’ Rights of Appraisal and Payment
Under Nevada law, with certain exceptions, as long as shares of Class A Common Stock are traded on the NYSE, holders of shares
of our Class A Common Stock will not have dissenters’ rights to payment of an appraised fair market value for such shares in connection with
a plan of merger, conversion or exchange of the Company unless such action requires holders of a class or series of shares to accept for
such shares anything other than cash, certain publicly traded shares or securities of certain investment companies redeemable at the option
of the holder. To the extent that dissenters’ rights may be available under Nevada law, stockholders who properly request and perfect such
rights in connection with such merger or consolidation will have the right to receive payment of the fair value of their shares as determined by
the Nevada Court.
Stockholders’ Derivative Actions
Under Nevada law, any of our stockholders may bring an action in our name to procure a judgment in our favor, also known as a
derivative action, provided that the stockholder bringing the action was a holder of our shares at the time of the transaction to which the action
relates or such stockholder’s stock thereafter devolved by operation of law and such suit is brought in the Nevada Court. See “Exclusive
Forum for Disputes” above.
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Section 3: EX-21.1 (EXHIBIT 21.1)
The following is a list of significant subsidiaries of Switch, Inc., omitting subsidiaries which, considered in the aggregate as a single
subsidiary, would not constitute a significant subsidiary as of December 31, 2019.
Exhibit 21.1
Legal Name
Switch, Ltd.
InNEVation, LLC
MI GRR, LLC
NAPO1, LLC
NV NAP 2, LLC
NV NAP 4, LLC
NV NAP 5, LLC
NV NAP 7, LLC
NV NAP 8, LLC
NV NAP 9, LLC
SUPERNAP Atlanta, LLC
SUPERNAP Reno, LLC
Switch Business Solutions, LLC
State of Organization
Nevada
Nevada
Michigan
Nevada
Nevada
Delaware
Nevada
Nevada
Nevada
Nevada
Georgia
Nevada
Nevada
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Section 4: EX-23.1 (EXHIBIT 23.1)
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-220908) of Switch, Inc. of our report
dated March 2, 2020 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this
Form 10-K.
/s/ PricewaterhouseCoopers LLP
Las Vegas, Nevada
March 2, 2020
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Section 5: EX-31.1 (EXHIBIT 31.1)
CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.1
I, Rob Roy, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Switch, Inc.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report.
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
report.
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this report is being prepared;
b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the
equivalent functions):
a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting,
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: March 2, 2020
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Section 6: EX-31.2 (EXHIBIT 31.2)
By:
/s/ Rob Roy
Rob Roy
Chief Executive Officer
Principal Executive Officer
CERTIFICATION BY THE CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.2
I, Gabe Nacht, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Switch, Inc.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report.
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
report.
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this report is being prepared;
b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the
equivalent functions):
a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting,
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: March 2, 2020
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Section 7: EX-32.1 (EXHIBIT 32.1)
By:
/s/ Gabe Nacht
Gabe Nacht
Chief Financial Officer
Principal Financial Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1
In connection with the Annual Report on Form 10-K of Switch, Inc. (the “Company”) for the fiscal year ended December 31, 2019, as
filed with the Securities and Exchange Commission on the date hereof (the “Report”), Rob Roy, Chief Executive Officer, and Gabe Nacht,
Chief Financial Officer, of the Company, do each certify, pursuant to Section 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-
Oxley Act of 2002, that, to his knowledge:
1.
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.
the information contained in the Report fairly presents, in all materials respects, the financial condition and results of operations of
the Company.
Date: March 2, 2020
By:
/s/ Rob Roy
Rob Roy
Chief Executive Officer
Principal Executive Officer
By:
/s/ Gabe Nacht
Gabe Nacht
Chief Financial Officer
Principal Financial Officer
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