Item 1. Condensed Consolidated Financial Statements
144K characters. Original on sec.gov · Markdown
Item 1. Condensed Consolidated Financial Statements
EQUINIX, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
| March 31, 2022 | December 31, 2021 | ||||||||||
| (Unaudited) | |||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 1,695,305 | $ | 1,536,358 | |||||||
| Accounts receivable, net of allowance of $14,001 and $11,635 | 780,404 | 681,809 | |||||||||
| Other current assets | 471,894 | 462,739 | |||||||||
| Assets held for sale | 115,193 | 276,195 | |||||||||
| Total current assets | 3,062,796 | 2,957,101 | |||||||||
| Property, plant and equipment, net | 15,512,991 | 15,445,775 | |||||||||
| Operating lease right-of-use assets | 1,234,257 | 1,282,418 | |||||||||
| Goodwill | 5,316,079 | 5,372,071 | |||||||||
| Intangible assets, net | 1,877,541 | 1,935,267 | |||||||||
| Other assets | 1,019,569 | 926,066 | |||||||||
| Total assets | $ | 28,023,233 | $ | 27,918,698 | |||||||
| Liabilities and Stockholders' Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued expenses | $ | 811,157 | $ | 879,144 | |||||||
| Accrued property, plant and equipment | 236,608 | 187,334 | |||||||||
| Current portion of operating lease liabilities | 146,239 | 144,029 | |||||||||
| Current portion of finance lease liabilities | 148,411 | 147,841 | |||||||||
| Current portion of mortgage and loans payable | 31,993 | 33,087 | |||||||||
| Other current liabilities | 232,606 | 214,519 | |||||||||
| Total current liabilities | 1,607,014 | 1,605,954 | |||||||||
| Operating lease liabilities, less current portion | 1,060,078 | 1,107,180 | |||||||||
| Finance lease liabilities, less current portion | 2,027,228 | 1,989,668 | |||||||||
| Mortgage and loans payable, less current portion | 691,523 | 586,577 | |||||||||
| Senior notes, less current portion | 10,953,832 | 10,984,144 | |||||||||
| Other liabilities | 740,748 | 763,411 | |||||||||
| Total liabilities | 17,080,423 | 17,036,934 | |||||||||
| Commitments and contingencies (Note 11) | |||||||||||
| Equinix stockholders' equity | |||||||||||
| Common stock, $0.001 par value per share: 300,000,000 shares authorized; 91,303,799 issued and 91,013,824 outstanding in 2022 and 90,872,826 issued and 90,571,406 outstanding in 2021 | 91 | 91 | |||||||||
| Additional paid-in capital | 16,145,424 | 15,984,597 | |||||||||
| Treasury stock, at cost; 289,975 shares in 2022 and 301,420 shares in 2021 | (107,949) | (112,208) | |||||||||
| Accumulated dividends | (6,449,713) | (6,165,140) | |||||||||
| Accumulated other comprehensive loss | (1,052,914) | (1,085,751) | |||||||||
| Retained earnings | 2,407,946 | 2,260,493 | |||||||||
| Total Equinix stockholders' equity | 10,942,885 | 10,882,082 | |||||||||
| Non-controlling interests | (75) | (318) | |||||||||
| Total stockholders' equity | 10,942,810 | 10,881,764 | |||||||||
| Total liabilities and stockholders' equity | $ | 28,023,233 | $ | 27,918,698 |
See accompanying notes to condensed consolidated financial statements.
EQUINIX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| (Unaudited) | |||||||||||||||||||||||
| Revenues | $ | 1,734,447 | $ | 1,596,064 | |||||||||||||||||||
| Costs and operating expenses: | |||||||||||||||||||||||
| Cost of revenues | 915,875 | 811,217 | |||||||||||||||||||||
| Sales and marketing | 192,511 | 182,827 | |||||||||||||||||||||
| General and administrative | 352,687 | 301,456 | |||||||||||||||||||||
| Transaction costs | 4,240 | 1,182 | |||||||||||||||||||||
| Loss on asset sales | 1,818 | 1,720 | |||||||||||||||||||||
| Total costs and operating expenses | 1,467,131 | 1,298,402 | |||||||||||||||||||||
| Income from operations | 267,316 | 297,662 | |||||||||||||||||||||
| Interest income | 2,106 | 729 | |||||||||||||||||||||
| Interest expense | (79,965) | (89,681) | |||||||||||||||||||||
| Other expense | (9,549) | (6,950) | |||||||||||||||||||||
| Gain (loss) on debt extinguishment | 529 | (13,058) | |||||||||||||||||||||
| Income before income taxes | 180,437 | 188,702 | |||||||||||||||||||||
| Income tax expense | (32,744) | (32,628) | |||||||||||||||||||||
| Net income | 147,693 | 156,074 | |||||||||||||||||||||
| Net (income) loss attributable to non-controlling interests | (240) | 288 | |||||||||||||||||||||
| Net income attributable to Equinix | $ | 147,453 | $ | 156,362 | |||||||||||||||||||
| Earnings per share ("EPS") attributable to Equinix: | |||||||||||||||||||||||
| Basic EPS | $ | 1.62 | $ | 1.75 | |||||||||||||||||||
| Weighted-average shares for basic EPS | 90,771 | 89,330 | |||||||||||||||||||||
| Diluted EPS | $ | 1.62 | $ | 1.74 | |||||||||||||||||||
| Weighted-average shares for diluted EPS | 91,162 | 89,842 |
See accompanying notes to condensed consolidated financial statements.
EQUINIX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| (Unaudited) | |||||||||||||||||||||||
| Net income | $ | 147,693 | $ | 156,074 | |||||||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Foreign currency translation adjustment ("CTA") loss, net of tax effects of $0 and $0 | (122,534) | (295,146) | |||||||||||||||||||||
| Net investment hedge CTA gain, net of tax effect of $0 and $0 | 91,358 | 170,175 | |||||||||||||||||||||
| Unrealized gain on cash flow hedges, net of tax effects of $(4,727) and $(7,892) | 64,037 | 29,478 | |||||||||||||||||||||
| Net actuarial gain (loss) on defined benefit plans, net of tax effects of $4 and $(5) | (21) | 12 | |||||||||||||||||||||
| Total other comprehensive income (loss), net of tax | 32,840 | (95,481) | |||||||||||||||||||||
| Comprehensive income, net of tax | 180,533 | 60,593 | |||||||||||||||||||||
| Net (income) loss attributable to non-controlling interests | (240) | 288 | |||||||||||||||||||||
| Other comprehensive (income) loss attributable to non-controlling interests | (3) | 1 | |||||||||||||||||||||
| Comprehensive income attributable to Equinix | $ | 180,290 | $ | 60,882 |
See accompanying notes to condensed consolidated financial statements.
EQUINIX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| Three Months Ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| (Unaudited) | |||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | 147,693 | $ | 156,074 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation | 385,771 | 341,622 | |||||||||
| Stock-based compensation | 89,952 | 78,350 | |||||||||
| Amortization of intangible assets | 49,569 | 53,395 | |||||||||
| Amortization of debt issuance costs and debt discounts and premiums | 4,204 | 3,940 | |||||||||
| Provision for credit loss allowance | 3,406 | 2,740 | |||||||||
| Loss on asset sales | 1,818 | 1,720 | |||||||||
| (Gain) loss on debt extinguishment | (529) | 13,058 | |||||||||
| Other items | 3,690 | 7,743 | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | (100,727) | (17,620) | |||||||||
| Income taxes, net | 13,881 | (10,274) | |||||||||
| Other assets | 6,115 | (73,255) | |||||||||
| Operating lease right-of-use assets | 35,400 | 40,924 | |||||||||
| Operating lease liabilities | (31,740) | (36,563) | |||||||||
| Accounts payable and accrued expenses | (75,980) | (76,362) | |||||||||
| Other liabilities | 48,600 | (94,334) | |||||||||
| Net cash provided by operating activities | 581,123 | 391,158 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of investments | (38,558) | (22,406) | |||||||||
| Sales of investments | — | 4,057 | |||||||||
| Real estate acquisitions | (3,074) | (53,737) | |||||||||
| Purchases of other property, plant and equipment | (412,518) | (563,598) | |||||||||
| Proceeds from sale of assets, net of cash transferred | 195,391 | — | |||||||||
| Net cash used in investing activities | (258,759) | (635,684) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from employee equity awards | 43,876 | 40,034 | |||||||||
| Payment of dividends | (289,669) | (263,039) | |||||||||
| Proceeds from senior notes, net of debt discounts | — | 1,290,752 | |||||||||
| Proceeds from mortgage and loans payable | 676,850 | — | |||||||||
| Repayments of finance lease liabilities | (40,773) | (32,584) | |||||||||
| Repayments of mortgage and loans payable | (551,833) | (20,186) | |||||||||
| Repayment of senior notes | — | (590,650) | |||||||||
| Debt extinguishment costs | — | (8,521) | |||||||||
| Debt issuance costs | (7,366) | (3,152) | |||||||||
| Net cash (used in) provided by financing activities | (168,915) | 412,654 | |||||||||
| Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash | 4,593 | (22,019) | |||||||||
| Net increase in cash, cash equivalents and restricted cash | 158,042 | 146,109 | |||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 1,549,454 | 1,625,695 | |||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 1,707,496 | $ | 1,771,804 | |||||||
| Cash and cash equivalents | $ | 1,695,305 | $ | 1,752,990 | |||||||
| Current portion of restricted cash included in other current assets | 11,295 | 9,702 | |||||||||
| Non-current portion of restricted cash included in other assets | 896 | 9,112 | |||||||||
| Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statement of cash flows | $ | 1,707,496 | $ | 1,771,804 |
See accompanying notes to condensed consolidated financial statements.
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation and Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared by Equinix, Inc. (collectively with its consolidated subsidiaries referred to as "Equinix," the "Company," "we," "our," or "us") and reflect all adjustments, consisting only of normal recurring adjustments, which in the opinion of management are necessary to fairly state the financial position and the results of operations for the interim periods presented. In the preparation of our condensed consolidated financial statements, we have considered potential impacts of the COVID-19 pandemic on our critical and significant accounting estimates. There was no significant impact to our condensed consolidated financial statements. We will continue to evaluate the nature and extent of the potential impacts to our business and our condensed consolidated financial statements.
Our condensed consolidated balance sheet data as of December 31, 2021 has been derived from audited consolidated financial statements as of that date. Our condensed consolidated financial statements have been prepared in accordance with the regulations of the Securities and Exchange Commission ("SEC"), but omit certain information and footnote disclosure necessary to present the statements in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). For further information, refer to the Consolidated Financial Statements and Notes thereto included in our Form 10-K as filed with the SEC on February 18, 2022. Results for the interim periods are not necessarily indicative of results for the entire fiscal year.
Consolidation
The accompanying unaudited condensed consolidated financial statements include our acquisition of two data centers in Mumbai, India from the India operations of GPX Global Systems, Inc. ("GPX India") from September 1, 2021. All intercompany accounts and transactions have been eliminated in consolidation.
Income Taxes
We elected to be taxed as a real estate investment trust for U.S. federal income tax purposes ("REIT") beginning with our 2015 taxable year. As a result, we may deduct the dividends paid to our stockholders from taxable income generated by our REIT and qualified REIT subsidiaries ("QRSs"). Our dividends paid deduction generally eliminates the U.S. federal taxable income of our REIT and QRSs, resulting in no U.S. federal income tax due. However, our domestic taxable REIT subsidiaries ("TRSs") are subject to U.S. corporate income taxes on any taxable income generated by them. In addition, our foreign operations are subject to local income taxes regardless of whether the foreign operations are operated as QRSs or TRSs.
We accrue for income taxes during interim periods based on the estimated effective tax rate for the year. The effective tax rate is subject to change in the future due to various factors such as our operating performance, tax law changes and future business acquisitions.
Our effective tax rates were 18.2% and 17.3% for the three months ended March 31, 2022 and 2021, respectively.
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Recent Accounting Pronouncements
Accounting Standards Not Yet Adopted
In October 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2021-08 Business Combinations ("Topic 805"): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The ASU requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities were recognized by the acquirer at fair value on the acquisition date. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. We are currently evaluating the extent of the impact of this ASU, but do not expect the adoption of this standard to have a significant impact on our condensed consolidated financial statements.
Accounting Standards Adopted
Income Taxes
In December 2019, FASB issued ASU 2019-12, Income Taxes ("Topic 740"): Simplifying the Accounting for Income Taxes. The ASU simplifies accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The ASU also improves consistent application of and simplifies generally accepted accounting principles ("GAAP") for other areas of Topic 740 by clarifying and amending existing guidance. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted including adoption in any interim period for periods for which financial statements have not yet been issued. On January 1, 2021, we adopted this ASU on a prospective basis and the adoption of this standard did not have an impact on our condensed consolidated financial statements.
Debt with Conversion and Other Options
In August 2020, FASB issued ASU 2020-06: Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The ASU simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock and modifies the disclosure requirement for the convertible instruments. Additionally, this ASU improves the consistency of EPS calculations by eliminating the use of the treasury stock method to calculate diluted EPS for convertible instruments and clarifies certain areas under the current EPS guidance. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021, with early adoption permitted at the beginning of the fiscal year after December 15, 2020. On January 1, 2022, we adopted this ASU on a prospective basis and the adoption of this standard did not have an impact on our condensed consolidated financial statements.
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
2. Revenue
Contract Balances
The following table summarizes the opening and closing balances of our accounts receivable, net; contract assets, current; contract assets, non-current; deferred revenue, current; and deferred revenue, non-current (in thousands):
| Accounts receivable, net (1) | Contract assets, current | Contract assets, non-current | Deferred revenue, current | Deferred revenue, non-current | |||||||||||||||||||||||||
| Beginning balances as of January 1, 2022 | $ | 681,809 | $ | 65,392 | $ | 55,486 | $ | 109,736 | $ | 87,495 | |||||||||||||||||||
| Closing balances as of March 31, 2022 | 780,404 | 65,948 | 56,226 | 115,055 | 84,374 | ||||||||||||||||||||||||
| Increase (Decrease) | $ | 98,595 | $ | 556 | $ | 740 | $ | 5,319 | $ | (3,121) |
(1) The net change in our allowance for credit losses was insignificant during the three months ended March 31, 2022.
The difference between the opening and closing balances of our accounts receivable, net, contract assets and deferred revenues primarily results from revenue growth and the timing difference between the satisfaction of our performance obligation and the customer's payment. The amount of revenue recognized during the three months ended March 31, 2022 from the opening deferred revenue balance as of January 1, 2022 was $29.9 million.
Remaining performance obligations
As of March 31, 2022, approximately $9.2 billion of total revenues, including deferred installation revenues, are expected to be recognized in future periods. Most of our revenue contracts have an initial term varying from one to three years, and thereafter, automatically renew in one-year increments. Included in the remaining performance obligations are contracts that are either under the initial term or under one-year renewal periods. We expect to recognize approximately 70% of our remaining performance obligations as revenues over the next two years, with more revenues expected to be recognized in the first year due to the impact of contract renewals. The remainder of the balance is generally expected to be recognized over the next three to five years. We estimate our remaining performance obligations at a point in time. Actual amounts and timing of revenue recognition may differ from these estimates due to changes in actual deployments dates, contract modifications, renewals and/or terminations.
The remaining performance obligations do not include variable consideration related to unsatisfied performance obligations such as the usage of metered power, point-in-time services, service fees from xScaleTM data centers, which are calculated based on future events or actual costs incurred in the future, or any contracts that could be terminated without any significant penalties such as the majority of interconnection revenues. The remaining performance obligations above include revenues to be recognized in the future related to arrangements where we are considered the lessor.
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
3. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share ("EPS") for the periods presented (in thousands, except per share amounts):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Net income | $ | 147,693 | $ | 156,074 | |||||||||||||||||||
| Net (income) loss attributable to non-controlling interests | (240) | 288 | |||||||||||||||||||||
| Net income attributable to Equinix | $ | 147,453 | $ | 156,362 | |||||||||||||||||||
| Weighted-average shares used to calculate basic EPS | 90,771 | 89,330 | |||||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
| Employee equity awards | 391 | 512 | |||||||||||||||||||||
| Weighted-average shares used to calculate diluted EPS | 91,162 | 89,842 | |||||||||||||||||||||
| EPS attributable to Equinix: | |||||||||||||||||||||||
| Basic EPS | $ | 1.62 | $ | 1.75 | |||||||||||||||||||
| Diluted EPS | $ | 1.62 | $ | 1.74 |
We have excluded common stock related to employee equity awards in the diluted EPS calculation above of approximately 377,000 shares and 148,000 shares for the three months ended March 31, 2022 and 2021, respectively, because their effect would be anti-dilutive.
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
4. Acquisitions
Pending Acquisitions
Acquisition of Empresa Nacional De Telecomunicaciones S.A. ("Entel") Chile Data Centers (the "Entel Chile Acquisition") and Peru Data Center (the "Entel Peru Acquisition")
On March 18, 2022, we announced our planned expansion in Latin America through an acquisition of data centers from Entel, a leading Chilean telecommunications provider. Our planned expansion includes four data centers in Chile for a purchase price of UF16.7 million, or approximately $664.0 million at the exchange rate in effect on that date. The acquisition of the four data centers in Chile is expected to close in the second quarter of 2022, subject to customary conditions. On April 27, 2022, we signed an agreement with Entel to acquire a data center in Peru for a purchase price of PEN270.8 million, or approximately $70.7 million at the exchange rate in effect on that date. The acquisition of the data center in Peru is pending the achievement of certain closing conditions, for which the timing is uncertain, and will be accounted for as a separate transaction. After close of the acquisitions, the operating results of the acquired data centers will be reported in the Americas region. The Entel acquisitions support our ongoing expansion to meet customer demand in the Latin American market.
2022 Acquisition
Acquisition of MainOne Cable Company Ltd. (the "MainOne Acquisition")
On April 1, 2022, we completed the acquisition of all outstanding shares of MainOne Cable Company Ltd. ("MainOne"), consisting of four data centers as well as a subsea cable and terrestrial fiber network. We acquired MainOne and its assets in an all-cash transaction at a purchase price of approximately $320.0 million. The MainOne Acquisition supports our desire to meet customer demand in the West African market. After close of the acquisition, the operating results of the acquired business will be reported in the EMEA region. The valuation of assets acquired and liabilities assumed are still being appraised by a third-party and as such, the purchase price allocation is not yet complete.
2021 Acquisition
Acquisition of GPX India (the "GPX India Acquisition")
On September 1, 2021, we completed the acquisition of GPX India, representing two data centers in Mumbai, India, for a total purchase consideration of approximately INR12.5 billion, or $170.5 million at the exchange rate in effect on that date. The GPX India Acquisition supports our desire to meet customer demand in the Indian market.
Purchase Price Allocation
The GPX India Acquisition constitutes a business under the accounting standard for business combinations and, therefore, was accounted for as a business combination using the acquisition method of accounting. Under this method, the total purchase price is allocated to the assets acquired and liabilities assumed measured at fair value on the date of acquisition.
As of March 31, 2022, we had completed the detailed valuation analysis to derive the fair value of assets acquired and liabilities assumed from the GPX India Acquisition, including property, plant and equipment, intangible assets and the related tax impacts.
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
A summary of the final allocation of total purchase consideration is presented as follows (in thousands):
| GPX India**(1)** | |||||
| Final | |||||
| Cash and cash equivalents | $ | 9,406 | |||
| Accounts receivable | 4,399 | ||||
| Other current assets | 8,883 | ||||
| Property, plant and equipment | 88,130 | ||||
| Operating lease right-of-use assets | 62 | ||||
| Intangible assets | 15,408 | ||||
| Goodwill | 77,145 | ||||
| Deferred tax and other assets | 20 | ||||
| Total assets acquired | 203,453 | ||||
| Accounts payable and accrued liabilities | (1,566) | ||||
| Other current liabilities | (478) | ||||
| Operating lease liabilities | (62) | ||||
| Finance lease liabilities | (20,565) | ||||
| Deferred tax and other liabilities | (10,317) | ||||
| Net assets acquired | $ | 170,465 |
(1)The purchase price allocation adjustments since the provisional amounts reported as of December 31, 2021 were not significant.
Property, plant and equipment - The fair values of property, plant and equipment acquired from the GPX India Acquisition was estimated by applying the cost approach, with the exception of land, which we estimated by applying the market approach. The key assumptions of the cost approach include replacement cost new, physical deterioration, functional and economic obsolescence, economic useful life, remaining useful life, age and effective age.
Intangible assets - The following table presents certain information on the acquired intangible assets (in thousands):
| Intangible Assets | Fair Value | Estimated Useful Lives (Years) | Weighted-average Estimated Useful Lives (Years) | Discount Rate | ||||||||||||||||||||||
| GPX India: | ||||||||||||||||||||||||||
| Customer relationships (1) | $ | 15,408 | 15.0 | 15.0 | 11.0 | % |
(1)The fair value was estimated by calculating the present value of estimated future operating cash flows generated from existing customers less costs to realize the revenue. The rates reflect the nature of the assets as they relate to the risk and uncertainty of the estimated future operating cash flows, as well as the risk of the country within which the acquired business operates.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed. Goodwill is attributable to the workforce of the acquired business and the projected revenue increase expected to arise from future customers after the acquisition. Goodwill from the GPX India Acquisition is attributable to the Asia-Pacific region and is not deductible for local tax purposes.
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
5. Assets Held for Sale
In June 2021, we entered into an agreement to form another joint venture in the form of a limited liability partnership with GIC Private Limited, Singapore's sovereign wealth fund ("GIC"), to develop and operate additional xScale data centers in Europe and the Americas (the “EMEA 2 Joint Venture”). The transaction is structured to close in phases over the course of two years, pending regulatory approval and other closing conditions. The assets and liabilities of the Warsaw 4 ("WA4") data center site, which are currently included within our EMEA region and are expected to be sold to the EMEA 2 Joint Venture in a future phase, were classified as held for sale as of June 30, 2021 and remained held for sale as of March 31, 2022.
In October 2021, we entered into an agreement to form a joint venture in the form of a limited liability partnership with PGIM Real Estate ("PGIM"), to develop and operate xScaleTM data centers in Asia-Pacific (the "Asia-Pacific 2 Joint Venture"). xScale data centers are engineered to meet the technical and operational requirements and price points of core hyperscale workload deployments and also offer access to our comprehensive suite of interconnection and edge services. The assets and liabilities of the Sydney 9 ("SY9") data center site, which were included within our Asia-Pacific region, were classified as held for sale as of September 30, 2021. Upon closing the joint venture in March 2022, we sold the SY9 data center in exchange for a total consideration of $201.3 million, which is comprised of $165.6 million of net cash proceeds, a 20% partnership interest in the Asia-Pacific 2 Joint Venture with a fair value of $29.8 million, and $5.9 million of receivables. During the three months ended March 31, 2022, we recognized an insignificant loss on the sale of the SY9 data center.
In March 2022, we entered into an agreement to sell the Mexico 3 ("MX3") data center site in connection with the formation of a new joint venture with GIC (the "AMER 1 Joint Venture") to develop and operate xScale data centers in the Americas. Given that the key terms of the sale had been substantially agreed upon as of September 30, 2021, the assets and liabilities of the MX3 data center, which are currently included within our Americas region, were classified as held for sale as of September 30, 2021 and remained held for sale as of March 31, 2022.
All assets and liabilities classified as held for sale are reported at the lower of their carrying amounts or fair values less costs to sell. The following table summarizes the assets and liabilities that were classified as assets and liabilities held for sale in the condensed consolidated balance sheet as of March 31, 2022 (in thousands):
| March 31, 2022 | |||||
| Operating lease right-of-use assets | $ | 12,403 | |||
| Property, plant and equipment | 99,600 | ||||
| Other assets | 3,190 | ||||
| Total assets held for sale | $ | 115,193 | |||
| Current portion of operating lease liabilities | $ | 2,039 | |||
| Operating lease liabilities, less current portion | 348 | ||||
| Accrued property, plant and equipment | 16,080 | ||||
| Total liabilities held for sale (1) | $ | 18,467 | |||
(1)Liabilities held for sale were included within other current liabilities on the condensed consolidated balance sheet.
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
6. Equity Method Investments
The following table summarizes our equity method investments (in thousands), which were included in other assets on the condensed consolidated balance sheets:
| Investee | Ownership Percentage | March 31, 2022 | December 31, 2021 | |||||||||||||||||
| EMEA 1 Joint Venture with GIC | 20% | $ | 127,827 | $ | 131,516 | |||||||||||||||
| EMEA 2 Joint Venture with GIC | 20% | 35,255 | 34,944 | |||||||||||||||||
| Asia-Pacific 1 Joint Venture with GIC | 20% | 64,188 | 60,108 | |||||||||||||||||
| Asia-Pacific 2 Joint Venture with PGIM | 20% | 30,286 | — | |||||||||||||||||
| Other | Various | 19,759 | 18,481 | |||||||||||||||||
| Total | $ | 277,315 | $ | 245,049 | ||||||||||||||||
Non - Variable Interest Entity ("VIE") Joint Venture
EMEA 1 Joint Venture
In 2019, we entered into a joint venture in the form of a limited liability partnership with GIC (the "EMEA 1 Joint Venture"), to develop and operate xScale data centers in Europe. The EMEA 1 Joint Venture is not a VIE given that both equity investors' interests have the characteristics of a controlling financial interest and it is sufficiently capitalized to sustain its operations, requiring additional funding from its partners only when expanding operations. Our share of income and losses of equity method investments from this joint venture was insignificant for the three months ended March 31, 2022 and 2021 and was included in other income (expense) on the condensed consolidated statement of operations.
We committed to make future equity contributions to the EMEA 1 Joint Venture for funding its future development. As of March 31, 2022, we had future equity contribution commitments of $45.1 million.
VIE Joint Ventures
Asia-Pacific 1, Asia-Pacific 2 and EMEA 2 Joint Ventures (the "VIE Joint Ventures")
In 2020, we entered into a joint venture in the form of a limited liability partnership with GIC (the "Asia-Pacific 1 Joint Venture") to develop and operate xScale data centers in Asia-Pacific.
In 2021, we entered into the EMEA 2 Joint Venture with GIC to develop and operate additional xScale data centers in Europe and the Americas (see Note 5 above).
On March 11, 2022, we entered into the Asia-Pacific 2 Joint Venture with PGIM to develop and operate additional xScale data centers in Asia-Pacific (see Note 5 above).
For the VIE Joint Ventures, we provide certain management services to their operations and earn fees for the performance of such services. The joint ventures do not have sufficient funds from operations to be self-sustaining, thus are considered VIEs. The power to direct the activities of these joint ventures that most significantly impact economic performance is shared equally between us and either GIC or PGIM, as applicable. These activities include data center construction and operations, sales and marketing, financing, and real estate purchases or sales. Decisions about these activities require the consent of both Equinix and either GIC or PGIM, as applicable. We concluded that neither party is deemed to have predominant control over the VIE Joint Ventures and neither party is considered to be the primary beneficiary. During the three months ended March 31, 2022, our share of income and losses of equity method investments from these joint ventures was insignificant both individually and in aggregate, and was included in other income (expense) on the condensed consolidated statement of operations.
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
The following table summarizes our maximum exposure to loss related to the VIE Joint Ventures as of March 31, 2022 (in thousands):
| Asia-Pacific 1 Joint Venture | EMEA 2 Joint Venture | Asia-Pacific 2 Joint Venture | ||||||||||||||||||
| Equity Investment | $ | 64,188 | $ | 35,255 | $ | 30,286 | ||||||||||||||
| Outstanding Receivables | 2,124 | 18,676 | 6,950 | |||||||||||||||||
| Future Equity Contribution Commitments (1) | 2,030 | 67,033 | 1,086 | |||||||||||||||||
| Maximum Future Payments under Debt Guarantees (2) | N/A (3) | 37,133 | N/A (3) | |||||||||||||||||
| Total | $ | 68,342 | $ | 158,097 | $ | 38,322 |
(1)The joint ventures' partners are required to make additional equity contributions proportionately upon certain occurrences, such as a shortfall in capital necessary to complete certain construction phases or make interest payments on their outstanding debt.
(2)In connection with our 20% equity investment in the EMEA 2 Joint Venture, we provided the lenders with our guarantees covering 20% of all payments of principal and interest due under EMEA 2 Joint Venture's credit facility agreements (see Note 11).
(3)The joint venture’s debt is secured by the net assets of the respective joint venture without recourse to its partners.
Other Related Party Transactions
We have lease arrangements and provide various services to the EMEA 1 Joint Venture, Asia-Pacific 1 Joint Venture, EMEA 2 Joint Venture and Asia-Pacific 2 Joint Venture (the "Joint Ventures") through multiple agreements, including sales and marketing, development management, facilities management, and asset management. These transactions are generally considered to have been negotiated at arm's length. The following table presents the revenues and expenses from these arrangements with the Joint Ventures in our condensed consolidated statements of operations (in thousands):
| Three Months Ended March 31, | ||||||||||||||||||||||||||||||||
| Related Party | Nature of Transaction | 2022 | 2021 | |||||||||||||||||||||||||||||
| EMEA 1 Joint Venture | Revenues | $ | 6,302 | $ | 7,189 | |||||||||||||||||||||||||||
| EMEA 1 Joint Venture | Expenses (1) | 4,328 | 4,541 | |||||||||||||||||||||||||||||
| Asia-Pacific 1 Joint Venture | Revenues | 2,811 | — | |||||||||||||||||||||||||||||
| EMEA 2 Joint Venture | Revenues | 4,107 | — | |||||||||||||||||||||||||||||
| Asia-Pacific 2 Joint Venture | Revenues | 85 | — |
(1)We have a sub-lease agreement with the EMEA 1 Joint Venture to sub-lease a portion of London ("LD") 10-2 data center or former LD10 data center, for a total of 15 years. Balances primarily consist of rent expenses for the LD10-2 data center.
The following table presents the assets and liabilities from related party transactions with the Joint Ventures in our condensed consolidated balance sheets (in thousands):
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
| Related Party | Balance Sheet Line Item | March 31, 2022 | December 31, 2021 | |||||||||||||||||||||||||||||
| EMEA 1 Joint Venture | Receivables | $ | 36,099 | $ | 32,077 | |||||||||||||||||||||||||||
| Contract Assets (1) | 54,132 | 54,503 | ||||||||||||||||||||||||||||||
| Finance Lease Right of Use Assets | 113,081 | 118,817 | ||||||||||||||||||||||||||||||
| Other Liabilities and Payables | 1,011 | 2,483 | ||||||||||||||||||||||||||||||
| Other Liabilities and Payables - construction obligation (2) | 41,453 | 39,382 | ||||||||||||||||||||||||||||||
| Deferred Revenue | 16,375 | 16,886 | ||||||||||||||||||||||||||||||
| Finance Lease Right of Use Liabilities | 119,539 | 124,918 | ||||||||||||||||||||||||||||||
| Asia-Pacific 1 Joint Venture | Receivables | 2,124 | 2,124 | |||||||||||||||||||||||||||||
| Payables | — | 121 | ||||||||||||||||||||||||||||||
| EMEA 2 Joint Venture | Receivables | 18,676 | 26,953 | |||||||||||||||||||||||||||||
| Contract Assets | 1,753 | 1,492 | ||||||||||||||||||||||||||||||
| Payables | 2,049 | 1,755 | ||||||||||||||||||||||||||||||
| Asia-Pacific 2 Joint Venture | Receivables | 6,950 | — |
(1)A portion of the EMEA 1 Joint Venture contract asset balance relates to commitments to complete a residual portion of the Paris 9 data center sold to the EMEA 1 Joint Venture, which is reimbursable in full upon completion.
(2)The balance primarily relates to the obligation to pay for future construction for certain sites sold as a part of the EMEA 1 Joint Venture transaction.
We received contingent consideration from the sales of xScale data centers to the EMEA 1 Joint Venture, which become receivable upon completion of certain performance milestones, primarily contingent on the local regulatory approvals for certain sites. The contingent consideration are considered derivatives and are remeasured at fair value each reporting period using inputs such as probabilities of payment, discount rates, foreign currency forward rates and projected payment dates. The fair value measurements were based on significant inputs that are not observable in the market and thus represent Level 3 measurements. As of March 31, 2022 and December 31, 2021, the total fair value of the remaining contingent consideration was $5.1 million and $5.3 million, respectively, which was included in other current assets on the condensed consolidated balance sheets. Changes in the fair value of the contingent consideration were recorded in gain (loss) on asset sales on the condensed consolidated statement of operations.
7. Derivatives and Hedging Activities
Derivatives Designated as Hedging Instruments
Net Investment Hedges. We are exposed to the impact of foreign exchange rate fluctuations on the value of investments in our foreign subsidiaries whose functional currencies are other than the U.S. Dollar. In order to mitigate the impact of foreign currency exchange rates, we have entered into various foreign currency debt obligations, which are designated as hedges against our net investments in foreign subsidiaries. As of both March 31, 2022 and December 31, 2021, the total principal amounts of foreign currency debt obligations designated as net investment hedges was $1.5 billion.
We also use cross-currency interest rate swaps, which effectively convert a portion of our U.S. dollar-denominated fixed-rate debt to foreign currency-denominated fixed-rate debt, to hedge the currency exposure associated with our net investment in our foreign subsidiaries. As of both March 31, 2022 and December 31, 2021, we had cross-currency interest rate swaps outstanding with notional amounts of $4.0 billion, with maturity dates ranging through 2026.
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
From time to time, we use foreign currency forward contracts to hedge against the effect of foreign exchange rate fluctuations on our net investment in our foreign subsidiaries. As of March 31, 2022 and December 31, 2021, the total notional amount of foreign currency forward contracts designated as net investment hedges were $373.8 million and $375.7 million, respectively.
Certain of our customer agreements are deemed to have foreign currency forward contracts embedded in them that are priced in currencies different from the functional or local currencies of the parties involved. These embedded derivatives are separated from their host contracts and carried on our balance sheet at their fair value. The majority of these embedded derivatives arise as a result of our foreign subsidiaries pricing their customer contracts in U.S. Dollars. We use these forward contracts embedded within our customer agreements to hedge against the effect of foreign exchange rate fluctuations on our net investment in our foreign subsidiaries.
The effect of net investment hedges on accumulated other comprehensive income and the condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021 was as follows (in thousands):
| Amount of gain or (loss) recognized in accumulated other comprehensive income: | |||||||||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||||||||
| Foreign currency debt | $ | 45,061 | $ | 68,740 | |||||||||||||||||||||||||
| Cross-currency interest rate swaps (included component) (1) | 122,030 | 141,228 | |||||||||||||||||||||||||||
| Cross-currency interest rate swaps (excluded component) (2) | (72,108) | (40,529) | |||||||||||||||||||||||||||
| Foreign currency forward contracts (included component) (1) | (2,949) | 708 | |||||||||||||||||||||||||||
| Foreign currency forward contracts (excluded component) (3) | (676) | 28 | |||||||||||||||||||||||||||
| Total | $ | 91,358 | $ | 170,175 | |||||||||||||||||||||||||
| Amount of gain or (loss) recognized in earnings: | |||||||||||||||||||||||||||||
| Location of gain or (loss) | Three Months Ended March 31, | ||||||||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||||||||
| Cross-currency interest rate swaps (excluded component) (2) | Interest expense | $ | 12,578 | $ | 10,049 | ||||||||||||||||||||||||
| Foreign currency forward contracts (excluded component) (3) | Interest expense | (31) | 164 | ||||||||||||||||||||||||||
| Total | $ | 12,547 | $ | 10,213 | |||||||||||||||||||||||||
(1)Included component represents foreign exchange spot rates.
(2)Excluded component represents cross-currency basis spread and interest rates.
(3)Excluded component represents foreign currency forward points.
Cash Flow Hedges. We hedge our foreign currency transaction exposure for forecasted revenues and expenses in our EMEA region between the U.S. Dollar and the British Pound, Euro, Swedish Krona and Swiss Franc. The foreign currency forward and option contracts that we use to hedge this exposure are designated as cash flow hedges. As of March 31, 2022 and December 31, 2021, the total notional amounts of these foreign exchange contracts were $814.0 million and $831.2 million, respectively.
As of March 31, 2022, our foreign currency cash flow hedge instruments had maturity dates ranging from April 2022 to December 2023 and we had a net gain of $30.7 million recorded within accumulated other comprehensive income (loss) to be reclassified to revenues and expenses relating to these cash flow hedges as they mature in the next 12 months. As of December 31, 2021, our foreign currency cash flow hedge instruments had maturity dates ranging from January 2022 to December 2023 and we had a net gain of $13.3 million recorded within accumulated other comprehensive income (loss) to be reclassified to revenues and expenses relating to these cash flow hedges as they mature in the next 12 months.
We enter into intercompany hedging instruments ("intercompany derivatives") with our wholly-owned subsidiaries in order to hedge certain forecasted revenues and expenses denominated in currencies other than the
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
U.S. Dollar. Simultaneously, we enter into derivative contracts with unrelated third parties to externally hedge the net exposure created by such intercompany derivatives.
We hedge the interest rate exposure created by anticipated fixed rate debt issuances through the use of treasury locks and swap locks (collectively, interest rate locks), which are designated as cash flow hedges. As of March 31, 2022, we had no interest rate locks outstanding. As of December 31, 2021, the total notional amount of interest rate locks outstanding was $800.0 million. During the three months ended March 31, 2022, interest rate locks with a combined aggregate notional amount of $800.0 million were settled related to the issuance of senior notes during the year. When interest rate locks are settled, any gain or loss from the transactions is deferred and included as a component of other comprehensive income (loss) and is amortized to interest expense over the term of the forecasted hedged transaction which is equivalent to the term of the interest rate locks. As of March 31, 2022 and December 31, 2021, we had a net gain of $1.4 million and a net loss of $3.9 million, respectively, recorded within accumulated other comprehensive income (loss) to be reclassified to interest expense in the next 12 months for interest rate locks.
The effect of cash flow hedges on accumulated other comprehensive income and the condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021 was as follows (in thousands):
| Amount of gain or (loss) recognized in accumulated other comprehensive income: | |||||||||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||||||||
| Foreign currency forward and option contracts (included component) (1) | $ | 18,322 | $ | 31,374 | |||||||||||||||||||||||||
| Foreign currency option contracts (excluded component) (2) | — | 196 | |||||||||||||||||||||||||||
| Interest rate locks | 50,442 | 5,801 | |||||||||||||||||||||||||||
| Total | $ | 68,764 | $ | 37,371 | |||||||||||||||||||||||||
| Amount of gain or (loss) reclassified from accumulated other comprehensive income to income: | |||||||||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| Location of gain or (loss) | 2022 | 2021 | |||||||||||||||||||||||||||
| Foreign currency forward contracts | Revenues | $ | 3,563 | $ | (12,969) | ||||||||||||||||||||||||
| Foreign currency forward contracts | Costs and operating expenses | (1,312) | 7,204 | ||||||||||||||||||||||||||
| Interest rate locks | Interest Expense | (1,076) | (805) | ||||||||||||||||||||||||||
| Total | $ | 1,175 | $ | (6,570) | |||||||||||||||||||||||||
| Amount of gain or (loss) excluded from effectiveness testing included in income: | |||||||||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| Location of gain or (loss) | 2022 | 2021 | |||||||||||||||||||||||||||
| Foreign currency option contracts (excluded component) (2) | Revenues | $ | — | $ | (181) | ||||||||||||||||||||||||
| Total | $ | — | $ | (181) |
(1)Included component represents foreign exchange spot rates.
(2)Excluded component represents option's time value.
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Derivatives Not Designated as Hedging Instruments
Embedded Derivatives. As described above, certain of our customer agreements are deemed to have foreign currency forward contracts embedded in them that are priced in currencies different from the functional or local currencies of the parties involved.
Economic Hedges of Embedded Derivatives. We use foreign currency forward contracts to manage the foreign exchange risk associated with our customer agreements that are priced in currencies different from the functional or local currencies of the parties involved ("economic hedges of embedded derivatives"). Foreign currency forward contracts represent agreements to exchange the currency of one country for the currency of another country at an agreed-upon price on an agreed-upon settlement date.
Foreign Currency Forward Contracts. We also use foreign currency forward contracts to manage the foreign exchange risk associated with certain foreign currency-denominated monetary assets and liabilities. As a result of foreign currency fluctuations, the U.S. Dollar equivalent values of our foreign currency-denominated monetary assets and liabilities change. Gains and losses on these contracts are included in other income (expense), on a net basis, along with the foreign currency gains and losses of the related foreign currency-denominated monetary assets and liabilities associated with these foreign currency forward contracts. As of March 31, 2022 and December 31, 2021, the total notional amounts of these foreign currency contracts were $2.7 billion and $3.3 billion, respectively.
The following table presents the effect of derivatives not designated as hedging instruments in our condensed consolidated statements of operations (in thousands):
| Amount of gain or (loss) recognized in earnings: | |||||||||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| Location of gain or (loss) | 2022 | 2021 | |||||||||||||||||||||||||||
| Embedded derivatives | Revenues | $ | (568) | $ | 4,495 | ||||||||||||||||||||||||
| Economic hedge of embedded derivatives | Revenues | (983) | (4,213) | ||||||||||||||||||||||||||
| Foreign currency forward contracts | Other income (expense) | (1,470) | 56,800 | ||||||||||||||||||||||||||
| Total | $ | (3,021) | $ | 57,082 |
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Fair Value of Derivative Instruments
The following table presents the fair value of derivative instruments recognized in our condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021 (in thousands):
| March 31, 2022 | December 31, 2021 | ||||||||||||||||||||||
| Assets (1) | Liabilities (2) | Assets (1) | Liabilities (2) | ||||||||||||||||||||
| Designated as hedging instruments: | |||||||||||||||||||||||
| Cash flow hedges | |||||||||||||||||||||||
| Foreign currency forward and option contracts | $ | 34,888 | $ | 1,313 | $ | 22,866 | $ | 7,618 | |||||||||||||||
| Interest rate locks | — | — | 8,662 | — | |||||||||||||||||||
| Net investment hedges | |||||||||||||||||||||||
| Cross-currency interest rate swaps | 94,482 | 7,081 | 56,921 | 19,441 | |||||||||||||||||||
| Foreign currency forward contracts | 3,934 | 7,553 | 156 | 70 | |||||||||||||||||||
| Total designated as hedging | 133,304 | 15,947 | 88,605 | 27,129 | |||||||||||||||||||
| Not designated as hedging instruments: | |||||||||||||||||||||||
| Embedded derivatives | — | — | 3,247 | 652 | |||||||||||||||||||
| Economic hedges of embedded derivatives | — | — | 2,232 | 637 | |||||||||||||||||||
| Foreign currency forward contracts | 8,215 | 36,085 | 83,265 | 5,854 | |||||||||||||||||||
| Total not designated as hedging | 8,215 | 36,085 | 88,744 | 7,143 | |||||||||||||||||||
| Total Derivatives | $ | 141,519 | $ | 52,032 | $ | 177,349 | $ | 34,272 |
(1)As presented in our condensed consolidated balance sheets within other current assets and other assets.
(2)As presented in our condensed consolidated balance sheets within other current liabilities and other liabilities.
Offsetting Derivative Assets and Liabilities
We enter into master netting agreements with our counterparties for transactions other than embedded derivatives to mitigate credit risk exposure to any single counterparty. Master netting agreements allow for individual derivative contracts with a single counterparty to offset in the event of default. For presentation on the condensed consolidated balance sheets, we do not offset fair value amounts recognized for derivative instruments or the accrued interest related to cross-currency interest rate swaps under master netting arrangements. The following table presents information related to these offsetting arrangements as of March 31, 2022 and December 31, 2021 (in thousands):
| Gross Amounts Offset in Consolidated Balance Sheet | |||||||||||||||||||||||||||||
| Gross Amounts | Gross Amounts Offset in the Balance Sheet | Net Amounts | Gross Amounts not Offset in the Balance Sheet | Net | |||||||||||||||||||||||||
| March 31, 2022 | |||||||||||||||||||||||||||||
| Derivative assets | $ | 173,208 | $ | — | $ | 173,208 | $ | (47,621) | $ | 125,587 | |||||||||||||||||||
| Derivative liabilities | 69,010 | — | 69,010 | (47,621) | 21,389 | ||||||||||||||||||||||||
| December 31, 2021 | |||||||||||||||||||||||||||||
| Derivative assets | $ | 207,037 | $ | — | $ | 207,037 | $ | (47,538) | $ | 159,499 | |||||||||||||||||||
| Derivative liabilities | 49,326 | — | 49,326 | (47,538) | 1,788 |
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
8. Fair Value Measurements
We perform fair value measurements in accordance with ASC 820, Fair Value Measurement, which establishes three levels of inputs that we use to measure fair value:
- Level 1: quoted prices in active markets for identical assets or liabilities.
*•*Level 2: observable inputs (e.g. spot rates and other data from the third-party pricing vendors for our derivative instruments) other than quoted market prices included within Level 1 that are observable, either directly or indirectly, for the assets or liabilities.
- Level 3: unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities.
Our financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 were as follows (in thousands):
| As of March 31, 2022 | As of December 31, 2021 | |||||||||||||||||||||||||||||||||||||
| Fair Value | Fair Value Measurement Using | Fair Value | Fair Value Measurement Using | |||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 1 | Level 2 | |||||||||||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||||||||
| Money market and deposit accounts | $ | 264,367 | $ | 264,367 | $ | — | $ | 585,681 | $ | 585,681 | $ | — | ||||||||||||||||||||||||||
| Derivative instruments (1) | 141,519 | — | 141,519 | 177,349 | — | 177,349 | ||||||||||||||||||||||||||||||||
| Total | $ | 405,886 | $ | 264,367 | $ | 141,519 | $ | 763,030 | $ | 585,681 | $ | 177,349 | ||||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||||||||||||||
| Derivative instruments (1) | $ | 52,032 | $ | — | $ | 52,032 | $ | 34,272 | $ | — | $ | 34,272 | ||||||||||||||||||||||||||
(1)Amounts are included within other current assets, other assets, others current liabilities and other liabilities in the condensed consolidated balance sheets.
We did not have any nonfinancial assets or liabilities measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021.
Other than the contingent consideration related to the EMEA 1 Joint Venture as described in Note 6 above, we did not have any Level 3 financial assets or financial liabilities measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021.
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
9. Leases
Significant Lease Transactions
The following table summarizes the significant lease transactions during the three months ended March 31, 2022 (in thousands):
| Renewal/Termination Options excluded | Net Incremental (1) | |||||||||||||||||||||||||||||||||||||||||||
| Lease | Quarter | Transaction | Lease Classification | ROU assets | ROU liabilities | |||||||||||||||||||||||||||||||||||||||
| Atlanta 1 ("AT1") data center lease extended & expansion (2) | Q1 | Extended lease term by 12 years with additional three 10- year renewal options | Two 10-year renewal options | Finance Lease | $ | 71,994 | $ | 72,549 | ||||||||||||||||||||||||||||||||||||
| Operating Lease | (1,836) | (2,391) |
(1) The net incremental amounts represent the adjustments to the right of use ("ROU") assets and liabilities recorded during the quarter that the transactions were entered.
(2) This lease had components previously classified as operating leases.
Lease Expenses
The components of lease expenses are as follows (in thousands):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Finance lease cost | |||||||||||||||||||||||
| Amortization of ROU assets (1) | $ | 40,123 | $ | 36,128 | |||||||||||||||||||
| Interest on lease liabilities | 28,887 | 30,193 | |||||||||||||||||||||
| Total finance lease cost | 69,010 | 66,321 | |||||||||||||||||||||
| Operating lease cost | 51,630 | 56,454 | |||||||||||||||||||||
| Variable lease cost | 7,616 | 8,040 | |||||||||||||||||||||
| Total lease cost | $ | 128,256 | $ | 130,815 |
(1) Amortization of ROU assets is included with depreciation expense, and is recorded within cost of revenues, sales and marketing and general and administrative expenses in the condensed consolidated statements of operations.
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Other Information
Other information related to leases is as follows (in thousands):
| Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | |||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||||||||
| Operating cash flows from finance leases | $ | 28,297 | $ | 28,399 | ||||||||||
| Operating cash flows from operating leases | 47,970 | 52,092 | ||||||||||||
| Financing cash flows from finance leases | 40,773 | 32,584 | ||||||||||||
| ROU assets obtained in exchange for lease obligations: (1) | ||||||||||||||
| Finance leases | $ | 26,339 | $ | 186,981 | ||||||||||
| Operating leases | 7,400 | (1,948) | ||||||||||||
| As of March 31, 2022 | As of December 31, 2021 | |||||||||||||
| Weighted-average remaining lease term - finance leases (2) | 14 years | 14 years | ||||||||||||
| Weighted-average remaining lease term - operating leases (2) | 12 years | 12 years | ||||||||||||
| Weighted-average discount rate - finance leases | 6 | % | 7 | % | ||||||||||
| Weighted-average discount rate - operating leases | 4 | % | 4 | % | ||||||||||
| Finance lease ROU assets (3) | $ | 1,893,388 | $ | 1,875,696 |
(1) Represents all non-cash changes in ROU assets.
(2) Includes lease renewal options that are reasonably certain to be exercised.
(3) As of March 31, 2022 and December 31, 2021, we recorded accumulated amortization of finance lease ROU assets of $755.9 million and $726.4 million, respectively. Finance lease assets are recorded within property, plant and equipment, net on the condensed consolidated balance sheets.
Maturities of Lease Liabilities
Maturities of lease liabilities as of March 31, 2022 are as follows (in thousands):
| Operating Leases | Finance Leases | Total | |||||||||||||||
| 2022 (9 months remaining) | $ | 135,547 | $ | 188,375 | $ | 323,922 | |||||||||||
| 2023 | 179,941 | 240,325 | 420,266 | ||||||||||||||
| 2024 | 165,358 | 241,070 | 406,428 | ||||||||||||||
| 2025 | 155,133 | 238,414 | 393,547 | ||||||||||||||
| 2026 | 144,660 | 228,629 | 373,289 | ||||||||||||||
| Thereafter | 826,122 | 2,079,500 | 2,905,622 | ||||||||||||||
| Total lease payments | 1,606,761 | 3,216,313 | 4,823,074 | ||||||||||||||
| Plus amount representing residual property value | — | — | — | ||||||||||||||
| Less imputed interest | (400,444) | (1,040,674) | (1,441,118) | ||||||||||||||
| Total | $ | 1,206,317 | $ | 2,175,639 | $ | 3,381,956 |
We entered into agreements with various landlords primarily to lease data center spaces and ground leases which have not yet commenced as of March 31, 2022. These leases will commence between year 2022 and 2024, with lease terms of 5 to 27 years and total lease commitments of approximately $888.0 million.
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
10. Debt Facilities
Mortgage and Loans Payable
As of March 31, 2022 and December 31, 2021, our mortgage and loans payable consisted of the following (in thousands):
| March 31, 2022 | December 31, 2021 | ||||||||||
| Term loans | $ | 656,750 | $ | 549,697 | |||||||
| Mortgage payable and loans payable | 66,280 | 68,691 | |||||||||
| 723,030 | 618,388 | ||||||||||
| Less amount representing unamortized debt discount and debt issuance cost | (1,078) | (354) | |||||||||
| Add amount representing unamortized mortgage premium | 1,564 | 1,630 | |||||||||
| 723,516 | 619,664 | ||||||||||
| Less current portion | (31,993) | (33,087) | |||||||||
| Total | $ | 691,523 | $ | 586,577 |
Senior Credit Facility and Refinancing
In 2017, we entered into a credit agreement ("2017 Credit Agreement") with a group of lenders for a $3.0 billion credit facility ("2017 Credit Facilities"), comprised of a $2.0 billion senior unsecured multicurrency revolving credit facility ("2017 Revolving Facility") and an approximately $1.0 billion senior unsecured multicurrency term loan facility (the "2017 Term Loan Facility"). The credit agreement was subsequently amended to provide an additional senior unsecured term loan in Japanese Yen for approximately $424.7 million at the exchange rate effective on the transaction date.
On May 17, 2021, we repaid our outstanding term loans in Swedish Krona and Japanese Yen under the 2017 Term Loan Facility for $285.4 million and $374.5 million in U.S. Dollars, respectively, at the exchange rates in effect on May 17, 2021 using a portion of the cash proceeds from the 2026 Notes, 2028 Notes, 2031 Notes, and 2052 Notes issuances as described below.
On January 7, 2022, we entered into a credit agreement (the "2022 Credit Agreement") with a group of lenders for a senior unsecured credit facility, comprised of a $4.0 billion senior unsecured multicurrency revolving credit facility (the "2022 Revolving Facility") and a £500.0 million senior unsecured term loan facility (the "2022 Term Loan Facility" and, together with the 2022 Revolving Facility, collectively, the "2022 Credit Facilities"). The total debt issuance costs for the 2022 Revolving Facility and 2022 Term Loan Facility are $6.5 million and $0.8 million, respectively. We borrowed the full £500.0 million available under the 2022 Term Loan Facility, or approximately $676.9 million at the exchange rates in effect on that date. On that same day, using a portion of the proceeds from the 2022 Term Loan Facility, we prepaid in full all of the $549.6 million of indebtedness outstanding under the 2017 Term Loan Facility, at the exchange rates in effect on January 7, 2022 and terminated the 2017 Credit Agreement. In connection with the repayment and termination, we incurred an insignificant amount of loss on debt extinguishment. The remaining unamortized debt issuance costs of the 2017 Credit Facilities will continue to be amortized over the contract terms of the 2022 Credit Facilities.
The 2022 Credit Facilities have a maturity date of January 7, 2027. We may borrow, repay and reborrow amounts under the 2022 Revolving Facility until the Maturity Date, at which time all amounts outstanding under the 2022 Revolving Facility must be repaid in full. The term loan made under the 2022 Term Loan Facility has no scheduled principal amortization and must be repaid in full on the maturity date. The 2022 Revolving Credit Facility provides for extensions of credit in U.S. Dollars as well as certain other foreign currencies. Borrowings under the 2022 Revolving Facility bear interest at a rate based on the daily Secured Overnight Financing Rate ("SOFR"), term SOFR, an alternative currency daily rate, or an alternative currency term rate plus a spread adjustment, plus a margin that can vary from 0.555% to 1.200%. Borrowings under the 2022 Term Loan Facility bear interest at a rate based on the daily Sterling Overnight Index Average ("SONIA"), plus a spread adjustment, plus a margin that can vary from 0.625% to 1.450%. We are also required to pay a quarterly letter of credit fee on the face amount of each letter of credit, which fee is based on the same margin that applies from time to time to SOFR-indexed borrowings
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
under the revolving credit line. The margin is dependent on either our consolidated net leverage ratio or our credit ratings. We are also required to pay a quarterly facility fee ranging from 0.07% to 0.25% per annum. The 2022 Credit Agreement contains customary covenants, including financial ratio covenants that are required to be maintained as of each quarter end.
As of March 31, 2022 and December 31, 2021, the total amounts outstanding under the 2022 Term Loan Facility and 2017 Term Loan Facility, net of debt issuance costs, were $655.7 million and $549.3 million, respectively. This outstanding amount of $655.7 million as of March 31, 2022 was recorded as non-current liabilities as we do not expect to settle the liabilities within the year.
As of March 31, 2022, we had 40 irrevocable letters of credit totaling $92.0 million issued and outstanding under the 2022 Revolving Facility, with approximately $3.9 billion remaining available to borrow under the 2022 Revolving Facility.
Senior Notes
As of March 31, 2022 and December 31, 2021, our senior notes consisted of the following (in thousands):
| March 31, 2022 | December 31, 2021 | ||||||||||||||||||||||
| Amount | Effective Rate | Amount | Effective Rate | ||||||||||||||||||||
| 2.625% Senior Notes due 2024 | $ | 1,000,000 | 2.79 | % | $ | 1,000,000 | 2.79 | % | |||||||||||||||
| 1.250% Senior Notes due 2025 | 500,000 | 1.46 | % | 500,000 | 1.46 | % | |||||||||||||||||
| 1.000% Senior Notes Due 2025 | 700,000 | 1.18 | % | 700,000 | 1.18 | % | |||||||||||||||||
| 2.900% Senior Notes due 2026 | 600,000 | 3.04 | % | 600,000 | 3.04 | % | |||||||||||||||||
| 1.450% Senior Notes due 2026 | 700,000 | 1.64 | % | 700,000 | 1.64 | % | |||||||||||||||||
| 0.250% Euro Senior Notes due 2027 | 553,450 | 0.45 | % | 569,150 | 0.45 | % | |||||||||||||||||
| 1.800% Senior Notes due 2027 | 500,000 | 1.96 | % | 500,000 | 1.96 | % | |||||||||||||||||
| 1.550% Senior Notes due 2028 | 650,000 | 1.67 | % | 650,000 | 1.67 | % | |||||||||||||||||
| 2.000% Senior Notes due 2028 | 400,000 | 2.21 | % | 400,000 | 2.21 | % | |||||||||||||||||
| 3.200% Senior Notes due 2029 | 1,200,000 | 3.30 | % | 1,200,000 | 3.30 | % | |||||||||||||||||
| 2.150% Senior Notes due 2030 | 1,100,000 | 2.27 | % | 1,100,000 | 2.27 | % | |||||||||||||||||
| 2.500% Senior Notes due 2031 | 1,000,000 | 2.65 | % | 1,000,000 | 2.65 | % | |||||||||||||||||
| 1.000% Euro Senior Notes due 2033 | 664,140 | 1.18 | % | 682,980 | 1.18 | % | |||||||||||||||||
| 3.000% Senior Notes due 2050 | 500,000 | 3.09 | % | 500,000 | 3.09 | % | |||||||||||||||||
| 2.950% Senior Notes due 2051 | 500,000 | 3.00 | % | 500,000 | 3.00 | % | |||||||||||||||||
| 3.400% Senior Notes due 2052 | 500,000 | 3.50 | % | 500,000 | 3.50 | % | |||||||||||||||||
| 11,067,590 | 11,102,130 | ||||||||||||||||||||||
| Less amount representing unamortized debt issuance cost | (113,758) | (117,986) | |||||||||||||||||||||
| 10,953,832 | 10,984,144 | ||||||||||||||||||||||
| Less current portion | — | — | |||||||||||||||||||||
| Total | $ | 10,953,832 | $ | 10,984,144 |
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
0.250% Euro Senior Notes due 2027 and 1.000% Euro Senior Notes due 2033
On March 10, 2021, we issued €500.0 million, or approximately $594.9 million in U.S. dollars, at the exchange rate in effect on March 10, 2021, aggregate principal amount of 0.250% senior notes due March 15, 2027 (the "2027 Euro Notes") and €600.0 million, or approximately $713.8 million in U.S. dollars, at the exchange rate in effect on March 10, 2021, aggregate principal amount of 1.000% senior notes due March 15, 2033 (the "2033 Euro Notes").
Interest on the notes is payable annually in arrears on March 15 of each year, commencing on March 15, 2022. Total debt issuance costs and debt discounts related to the 2027 Euro Notes and the 2033 Euro Notes were $7.0 million and $14.1 million, respectively.
Redemption of 2.875% Euro Senior Notes due 2026
On March 24, 2021, using a portion of the net cash proceeds from the 2027 Euro Senior Notes and 2033 Euro Senior Notes, we redeemed the remaining outstanding 2.875% Euro Senior Notes due 2026 for $590.7 million in U.S. dollars, at the exchange rate in effect on March 24, 2021. In connection with the redemption, we incurred $13.2 million of loss on debt extinguishment, including $8.5 million in redemption premium that was paid in cash and $4.7 million related to the write-off of unamortized debt issuance costs, during the three months ended March 31, 2021.
1.450% Senior Notes due 2026, 2.000% Senior Notes due 2028, 2.500% Senior Notes due 2031 and 3.400% Senior Notes due 2052
On May 17, 2021, we issued $700.0 million aggregate principal amount of 1.450% senior notes due 2026 (the "2026 Notes"), $400.0 million aggregate principal amount of 2.000% senior notes due 2028 (the "2028 Notes"), $1.0 billion aggregate principal amount of 2.500% senior notes due 2031 (the "2031 Notes"), and $500.0 million aggregate principal amount of 3.400% senior notes due 2052 (the "2052 Notes").
Interest on the 2026, 2028 and 2031 notes are payable semi-annually on May 15 and November 15 of each year, commencing on November 15, 2021. Interest on the 2052 notes are payable semi-annually on February 15 and August 15 of each year, commencing on February 15, 2022. Total debt issuance costs and debt discounts related to the 2026 Notes, 2028 Notes, 2031 Notes and 2052 Notes were $6.4 million, $5.3 million, $13.0 million and $9.3 million, respectively.
Redemption of 5.375% Senior Notes due 2027
On June 2, 2021, we redeemed all outstanding principal amount under the 5.375% Senior Notes due 2027 with a portion of the net cash proceeds from the issuance of the 2026 Notes, 2028 Notes, 2031 Notes, and 2052 Notes as described above. In connection with the redemption, we incurred $100.6 million of loss on debt extinguishment, including $90.7 million redemption premium that was paid in cash and $9.9 million related to the write-off of unamortized debt issuance costs.
Maturities of Debt Instruments
The following table sets forth maturities of our debt, including mortgage and loans payable, and senior notes, gross of debt issuance costs, debt discounts and debt premiums, as of March 31, 2022 (in thousands):
| Years ending: | |||||
| 2022 (9 months remaining) | $ | 30,403 | |||
| 2023 | 6,595 | ||||
| 2024 | 1,006,193 | ||||
| 2025 | 1,204,698 | ||||
| 2026 | 1,304,832 | ||||
| Thereafter | 8,239,463 | ||||
| Total | $ | 11,792,184 |
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Fair Value of Debt Instruments
The following table sets forth the estimated fair values of our mortgage and loans payable and senior notes, including current maturities, as of (in thousands):
| March 31, 2022 | December 31, 2021 | ||||||||||
| Mortgage and loans payable | $ | 761,651 | $ | 621,051 | |||||||
| Senior notes | 10,051,629 | 11,049,834 |
The fair values of the mortgage and loans payable, which are not publicly traded, were estimated by considering our credit rating, current rates available to us for debt of the same remaining maturities and terms of the debt (Level 2). The fair value of the senior notes, which are traded in the public debt market, was based on quoted market prices (Level 1).
Interest Charges
The following table sets forth total interest costs incurred, and total interest costs capitalized for the periods presented (in thousands):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Interest expense | $ | 79,965 | $ | 89,681 | |||||||||||||||||||
| Interest capitalized | 4,420 | 6,108 | |||||||||||||||||||||
| Interest charges incurred | $ | 84,385 | $ | 95,789 |
Total interest paid in cash, net of capitalized interest, during the three months ended March 31, 2022 and 2021 was $99.6 million and $94.9 million, respectively.
11. Commitments and Contingencies
Purchase and Other Commitments
As a result of our various IBX data center expansion projects, as of March 31, 2022, we were contractually committed for approximately $1.1 billion of unaccrued capital expenditures, primarily for IBX infrastructure equipment not yet delivered and labor not yet provided, in connection with the work necessary to open these IBX data centers and make them available to our customers for installation. We also had numerous other, non-capital purchase commitments in place as of March 31, 2022, such as commitments to purchase power in select locations through the remainder of 2022 and thereafter, and other open purchase orders for goods or services to be delivered or provided during the remainder of 2022 and thereafter. Such other miscellaneous purchase commitments totaled approximately $1.4 billion as of March 31, 2022. For further information on equity contribution commitments and lease commitments, see Note 6 and Note 9, respectively, above.
Contingent Liabilities
We estimate our exposure on certain liabilities, such as indirect and property taxes, based on the best information available at the time of determination. With respect to real and personal property taxes, we record what we can reasonably estimate based on prior payment history, assessed value by the assessor's office, current landlord estimates or estimates based on current or changing fixed asset values in each specific municipality, as applicable. However, there are circumstances beyond our control whereby the underlying value of the property or basis for which the tax is calculated on the property may change, such as a landlord selling the underlying property of one of our IBX data center leases or a municipality changing the assessment value in a jurisdiction and, as a result, our property tax obligations may vary from period to period. Based upon the most current facts and circumstances, we make the necessary property tax accruals for each of our reporting periods. However, revisions in our estimates of the potential or actual liability could materially impact our financial position, results of operations or cash flows.
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Our indirect and property tax filings in various jurisdictions are subject to examination by local tax authorities. Although we believe that we have adequately assessed and accounted for our potential tax liabilities, and that our tax estimates are reasonable, there can be no certainty that additional taxes will not be due upon audit of our tax returns or as a result of further changes to the tax laws and interpretations thereof. For example, we are currently undergoing an audit and appealing the tentative assessment in Brazil. The final settlement of the audit and the outcomes of the appeal are uncertain and may not be resolved in our favor. We regularly assess the likelihood of adverse outcomes resulting from these examinations and appeals that would affect the adequacy of our tax accruals for each of the reporting periods. If any issues arising from the tax examinations and appeals are resolved in a manner inconsistent with our expectations, the revision of the estimates of the potential or actual liabilities could materially impact the financial position, results of operations, or cash flows.
Indemnification and Guarantor Arrangements
As permitted under Delaware law, we have agreements whereby we indemnify our officers and directors for certain events or occurrences while the officer or director is, or was serving, at our request in such capacity. The term of the indemnification period is for the officer's or director's lifetime. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we have a director and officer insurance policy that could limit our exposure and enable us to recover a portion of any future amounts paid. As a result of our insurance policy that could limit our exposure and enable us to recover some or all of amounts paid, our estimated fair value of these indemnification agreements is minimal. We have no liabilities recorded for these agreements as of March 31, 2022.
We enter into standard indemnification agreements in the ordinary course of business. Pursuant to these agreements, we indemnify, hold harmless, and agree to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally our business partners or customers, in connection with any U.S. patent, or any copyright or other intellectual property infringement claim by any third party with respect to our offerings. The term of these indemnification agreements is generally perpetual any time after execution of the agreement. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we have never incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, our estimated fair value of these agreements is minimal. We have no liabilities recorded for these agreements as of March 31, 2022.
We enter into arrangements with our business partners, whereby the business partner agrees to provide services as a subcontractor for our installations. Accordingly, we enter into standard indemnification agreements with our customers, whereby we indemnify them for other acts, such as personal property damage, of our subcontractors. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we have general and umbrella insurance policies that could enable us to recover a portion of any amounts paid. We have never incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, our estimated fair value of these agreements is minimal. We do not have significant liabilities recorded for these agreements as of March 31, 2022.
We have service level commitment obligations to certain of our customers. As a result, service interruptions or significant equipment damage in our IBX data centers, whether or not within our control, could result in service level commitments to these customers. Our liability insurance may not be adequate to cover those expenses. In addition, any loss of services, equipment damage or inability to meet our service level commitment obligations could reduce the confidence of our customers and could consequently impair our ability to obtain and retain customers, which would adversely affect both our ability to generate revenues and our operating results. We generally have the ability to determine such service level credits prior to the associated revenue being recognized. We do not have significant liabilities in connection with service level credits as of March 31, 2022.
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Concurrent with the closing of the EMEA 2 Joint Venture, the EMEA 2 Joint Venture entered into credit facility agreements with a group of lenders under which it could borrow up to approximately $1.4 billion in total at the exchange rate in effect on March 31, 2022, with such facilities maturing in 2025 and 2026. In connection with our 20% equity investment in the EMEA 2 Joint Venture, we provided the lenders with guarantees covering 20% of all payments of principal and interest due and payable by the EMEA 2 Joint Venture under these credit facilities, up to a limit of $302.2 million in total at the exchange rate in effect on March 31, 2022. As of March 31, 2022, the maximum potential amount of our future payments under these guarantees was approximately $37.1 million, at the exchange rates in effect on that date. Our estimated fair value of these guarantees is minimal as the likelihood of making a payout under the guarantees is low.
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
12. Stockholders' Equity
Stockholders' Equity Rollforward
The following tables provide a rollforward of our stockholders' equity for the three months ended March 31, 2022 and 2021 (in thousands, except share and per share data):
| AOCI (Loss) | Retained Earnings | Equinix Stockholders' Equity | Non-controlling Interests | Total Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Dividends | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2021 | 90,872,826 | $ | 91 | (301,420) | $ | (112,208) | $ | 15,984,597 | $ | (6,165,140) | $ | (1,085,751) | $ | 2,260,493 | $ | 10,882,082 | $ | (318) | $ | 10,881,764 | |||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | 147,453 | 147,453 | 240 | 147,693 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | 32,837 | — | 32,837 | 3 | 32,840 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock and release of treasury stock for employee equity awards | 430,973 | — | 11,445 | 4,259 | 39,617 | — | — | — | 43,876 | — | 43,876 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividend distribution on common stock, $3.10 per share | — | — | — | — | — | (282,031) | — | — | (282,031) | — | (282,031) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Settlement of accrued dividends on vested equity awards | — | — | — | — | — | (497) | — | — | (497) | — | (497) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accrued dividends on unvested equity awards | — | — | — | — | — | (2,045) | — | — | (2,045) | — | (2,045) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, net of estimated forfeitures | — | — | — | — | 121,210 | — | — | — | 121,210 | — | 121,210 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2022 | 91,303,799 | $ | 91 | (289,975) | $ | (107,949) | $ | 16,145,424 | $ | (6,449,713) | $ | (1,052,914) | $ | 2,407,946 | $ | 10,942,885 | $ | (75) | $ | 10,942,810 | |||||||||||||||||||||||||||||||||||||||||||||
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
| Additional Paid-in Capital | Accumulated Dividends | AOCI (Loss) | Retained Earnings | Equinix Stockholders' Equity | Non-controlling interests | Total Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2020 | 89,462,304 | $ | 89 | (328,052) | $ | (122,118) | $ | 15,028,357 | $ | (5,119,274) | $ | (913,368) | $ | 1,760,302 | $ | 10,633,988 | $ | 130 | $ | 10,634,118 | |||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | — | 156,362 | 156,362 | (288) | 156,074 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | (95,480) | — | (95,480) | (1) | (95,481) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock and release of treasury stock for employee equity awards | 428,618 | 1 | 11,640 | 4,332 | 35,701 | — | — | — | 40,034 | — | 40,034 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividend distribution on common stock, $2.87 per share | — | — | — | — | — | (256,321) | — | — | (256,321) | — | (256,321) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Settlement of accrued dividends on vested equity awards | — | — | — | — | — | (437) | — | — | (437) | — | (437) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accrued dividends on unvested equity awards | — | — | — | — | — | (3,661) | — | — | (3,661) | — | (3,661) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, net of estimated forfeitures | — | — | — | — | 102,349 | — | — | — | 102,349 | — | 102,349 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2021 | 89,890,922 | $ | 90 | (316,412) | $ | (117,786) | $ | 15,166,407 | $ | (5,379,693) | $ | (1,008,848) | $ | 1,916,664 | $ | 10,576,834 | $ | (159) | $ | 10,576,675 | |||||||||||||||||||||||||||||||||||||||||||||
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Accumulated Other Comprehensive Loss
The changes in accumulated other comprehensive loss, net of tax, by components are as follows (in thousands):
| Balance as of December 31, 2021 | Net Change | Balance as of March 31, 2022 | |||||||||||||||||||||
| Foreign currency translation adjustment ("CTA") loss | $ | (1,068,399) | $ | (122,537) | $ | (1,190,936) | |||||||||||||||||
| Unrealized gain (loss) on cash flow hedges (1) | (6,590) | 64,037 | 57,447 | ||||||||||||||||||||
| Net investment hedge CTA gain (loss) (1) | (9,952) | 91,358 | 81,406 | ||||||||||||||||||||
| Net actuarial loss on defined benefit plans (2) | (810) | (21) | (831) | ||||||||||||||||||||
| Accumulated other comprehensive gain (loss) attributable to Equinix | $ | (1,085,751) | $ | 32,837 | $ | (1,052,914) | |||||||||||||||||
(1)Refer to Note 7 for a discussion of the amounts reclassified from accumulated other comprehensive loss to net income.
(2)We have two defined benefit pension plans covering all employees in two countries where such plan is mandated by law.
Changes in foreign currencies can have a significant impact to our condensed consolidated balance sheets (as evidenced above in our foreign currency translation loss), as well as our condensed consolidated results of operations, as amounts in foreign currencies are generally translated into more U.S. Dollars when the U.S. Dollar weakens or fewer U.S. Dollars when the U.S. Dollar strengthens. As of March 31, 2022, the U.S. Dollar was generally stronger relative to certain of the currencies of the foreign countries in which we operate as compared to December 31, 2021. Because of this, the U.S. Dollar had an overall unfavorable impact on our condensed consolidated financial position because the foreign denominations translated into fewer U.S. Dollars as evidenced by an increase in foreign currency translation loss for the three months ended March 31, 2022 as reflected in the condensed consolidated statements of comprehensive income (loss). The volatility of the U.S. Dollar as compared to the other currencies in which we operate could have a significant impact on our condensed consolidated financial position and results of operations including the amount of revenue that we report in future periods.
Common Stock
In October 2020, we established an ATM program, under which we may, from time to time, offer and sell our common stock to or through sales agents in "at the market" transactions (the "2020 ATM Program").
In February 2022, we entered into a forward sale amendment to the 2020 ATM Program, under which we may, from time to time, offer and sell shares under the equity distribution agreement pursuant to forward sale transactions (the "Equity Forward Amendment"). Under the 2020 ATM Program and Equity Forward Amendment we may, from time to time, offer and sell our common stock to or through sales agents at amounts up to an aggregate amount of $1.5 billion. The forward sale agreements provide three settlement alternatives: physical settlement, cash settlement or net share settlement. In accordance with ASC 815, the forward sale agreements are classified as equity for balance sheet purposes. In March 2022, we executed two forward sale agreements to sell shares of our common stock with maturity dates in March 2023. The aggregate proceeds for the two forward sale agreements to be received upon settlement is not significant.
For the three months ended March 31, 2022 and 2021, we did not sell any shares under the 2020 ATM Program. As of March 31, 2022, we had $1.0 billion of common stock remaining available for sale under the 2020 ATM Program.
Stock-Based Compensation
For the three months ended March 31, 2022, the Compensation Committee and/or the Stock Award Committee of our Board of Directors, as the case may be, granted an aggregate of 750,583 restricted stock units ("RSUs") to certain employees, including executive officers. These equity awards are subject to vesting provisions and have a weighted-average grant date fair value of $665.53 per share and a weighted-average requisite service period of 3.50 years. The valuation of RSUs with only a service condition or a service and performance condition require no
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
significant assumptions as the fair value for these types of equity awards is based solely on the fair value of our stock price on the date of grant. We use revenues, adjusted funds from operations ("AFFO") per share and digital services revenues as the performance measurements in the RSUs with both service and performance conditions that were granted in the three months ended March 31, 2022.
We use a Monte Carlo simulation option-pricing model to determine the fair value of RSUs with a service and market condition. We used total shareholder return ("TSR") as the performance measurement in the RSUs with a service and market condition that were granted in the three months ended March 31, 2022. There were no significant changes in the assumptions used to determine the fair value of RSUs with a service and market condition that were granted in 2022 compared to the prior year.
The following table presents, by operating expense category, our stock-based compensation expense recognized in our condensed consolidated statements of operations (in thousands):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Cost of revenues | $ | 10,443 | $ | 8,467 | |||||||||||||||||||
| Sales and marketing | 20,184 | 17,703 | |||||||||||||||||||||
| General and administrative | 59,325 | 52,180 | |||||||||||||||||||||
| Total | $ | 89,952 | $ | 78,350 |
13. Segment Information
While we have one primary line of business, which is the design, build-out and operation of IBX data centers, we have determined that we have three reportable segments comprised of our Americas, EMEA and Asia-Pacific geographic regions. Our chief operating decision-maker evaluates performance, makes operating decisions and allocates resources based on our revenues and adjusted EBITDA performance both on a consolidated basis and based on these three reportable segments. Intercompany transactions between segments are excluded for management reporting purposes.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
The following tables present revenue information disaggregated by product lines and geographic areas, (in thousands):
| Three Months Ended March 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||
| Americas | EMEA | Asia-Pacific | Total | ||||||||||||||||||||||||||||||||||||||||||||
| Colocation (1) | $ | 522,171 | $ | 414,569 | $ | 282,615 | $ | 1,219,355 | |||||||||||||||||||||||||||||||||||||||
| Interconnection | 181,103 | 68,140 | 59,987 | 309,230 | |||||||||||||||||||||||||||||||||||||||||||
| Managed infrastructure | 49,222 | 30,990 | 20,642 | 100,854 | |||||||||||||||||||||||||||||||||||||||||||
| Other (1) | 5,134 | 6,414 | 1,337 | 12,885 | |||||||||||||||||||||||||||||||||||||||||||
| Recurring revenues | 757,630 | 520,113 | 364,581 | 1,642,324 | |||||||||||||||||||||||||||||||||||||||||||
| Non-recurring revenues | 42,791 | 30,367 | 18,965 | 92,123 | |||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 800,421 | $ | 550,480 | $ | 383,546 | $ | 1,734,447 |
(1) Includes some leasing and hedging activities.
| Three Months Ended March 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||
| Americas | EMEA | Asia-Pacific | Total | ||||||||||||||||||||||||||||||||||||||||||||
| Colocation (1) | $ | 487,459 | $ | 388,275 | $ | 254,558 | $ | 1,130,292 | |||||||||||||||||||||||||||||||||||||||
| Interconnection | 164,887 | 61,650 | 53,182 | 279,719 | |||||||||||||||||||||||||||||||||||||||||||
| Managed infrastructure | 38,485 | 32,111 | 22,749 | 93,345 | |||||||||||||||||||||||||||||||||||||||||||
| Other (1) | 2,038 | 5,046 | 493 | 7,577 | |||||||||||||||||||||||||||||||||||||||||||
| Recurring revenues | 692,869 | 487,082 | 330,982 | 1,510,933 | |||||||||||||||||||||||||||||||||||||||||||
| Non-recurring revenues | 33,071 | 31,635 | 20,425 | 85,131 | |||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 725,940 | $ | 518,717 | $ | 351,407 | $ | 1,596,064 |
(1) Includes some leasing and hedging activities.
No single customer accounted for 10% or greater of our accounts receivable or revenues for the three months ended March 31, 2022 and 2021. There is no country outside of the U.S. from which we derived revenues that exceeded 10% of our total revenues for the three months ended March 31, 2022 and 2021.
We define adjusted EBITDA as income from operations excluding depreciation, amortization, accretion, stock-based compensation expense, restructuring charges, impairment charges, transaction costs and gain or loss on asset sales as presented below (in thousands):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Adjusted EBITDA: | |||||||||||||||||||||||
| Americas | $ | 356,555 | $ | 344,492 | |||||||||||||||||||
| EMEA | 260,345 | 243,563 | |||||||||||||||||||||
| Asia-Pacific | 182,812 | 185,177 | |||||||||||||||||||||
| Total adjusted EBITDA | 799,712 | 773,232 | |||||||||||||||||||||
| Depreciation, amortization and accretion expense | (436,386) | (394,318) | |||||||||||||||||||||
| Stock-based compensation expense | (89,952) | (78,350) | |||||||||||||||||||||
| Transaction costs | (4,240) | (1,182) | |||||||||||||||||||||
| Loss on asset sales | (1,818) | (1,720) | |||||||||||||||||||||
| Income from operations | $ | 267,316 | $ | 297,662 |
We also provide the following additional segment disclosures (in thousands):
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Depreciation and amortization: | |||||||||||||||||||||||
| Americas | $ | 229,709 | $ | 203,433 | |||||||||||||||||||
| EMEA | 115,054 | 110,779 | |||||||||||||||||||||
| Asia-Pacific | 90,577 | 80,805 | |||||||||||||||||||||
| Total | $ | 435,340 | $ | 395,017 | |||||||||||||||||||
| Capital expenditures: | |||||||||||||||||||||||
| Americas | $ | 185,046 | $ | 205,174 | |||||||||||||||||||
| EMEA | 162,503 | 235,416 | |||||||||||||||||||||
| Asia-Pacific | 64,969 | 123,008 | |||||||||||||||||||||
| Total | $ | 412,518 | $ | 563,598 |
Our long-lived assets, including property, plant and equipment, net and operating lease right-of-use assets, located in the following geographic areas as of (in thousands):
| March 31, 2022 | December 31, 2021 | ||||||||||
| Americas | $ | 6,892,787 | $ | 6,777,174 | |||||||
| EMEA | 5,106,472 | 5,125,341 | |||||||||
| Asia-Pacific | 3,513,732 | 3,543,260 | |||||||||
| Total property, plant and equipment, net | $ | 15,512,991 | $ | 15,445,775 | |||||||
| Americas | $ | 286,499 | $ | 297,300 | |||||||
| EMEA | 455,048 | 470,330 | |||||||||
| Asia-Pacific | 492,710 | 514,788 | |||||||||
| Total operating lease right-of-use assets | $ | 1,234,257 | $ | 1,282,418 |
14. Subsequent Events
Declaration of dividends
On April 27, 2022, we declared a quarterly cash dividend of $3.10 per share, which is payable on June 15, 2022 to our common stockholders of record as of the close of business on May 18, 2022.
Asia-Pacific 3 Joint Venture Close
On April 6, 2022, we entered into a joint venture in the form of a limited liability partnership with GIC to develop and operate two xScale data centers in Seoul, Korea (the "Asia-Pacific 3 Joint Venture"). Upon closing, we contributed $17.0 million in exchange for a 20% partnership interest in the Asia-Pacific 3 Joint Venture.
Completion of the MainOne Acquisition
On April 1, 2022, we completed the acquisition of MainOne, a leading West African data center and connectivity solutions provider headquartered in Nigeria with presence in Ghana and Cote D'lvoire, for a purchase price of approximately $320.0 million. Refer to Note 4 for a discussion of this acquisition.
3.900% Senior Notes due 2032
On April 5, 2022, we issued $1.2 billion aggregate principal amount of 3.900% Senior Notes due 2032 (the "2032 Notes"). Interest on the 2032 Notes is payable semi-annually on April 15 and October 15 of each year, commencing October 15, 2022. Debt issuance costs and debt discounts related to the 2032 Notes was $16.4 million.
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Acquisition of a data center in Peru under the Entel Peru Acquisition
On April 27, 2022, we signed an agreement with Entel to acquire a data center in Peru for a purchase price of PEN270.8 million, or approximately $70.7 million at the exchange rate in effect on that date. The acquisition of the data center in Peru is pending the achievement of certain closing conditions, for which the timing is uncertain. Refer to Note 4 for a discussion of this acquisition.
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