Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 06, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-38231 | |
Entity Registrant Name | Switch, Inc. | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 82-1883953 | |
Entity Address, Address Line One | 7135 S. Decatur Boulevard | |
Entity Address, City or Town | Las Vegas, | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89118 | |
City Area Code | (702) | |
Local Phone Number | 444-4111 | |
Title of 12(b) Security | Class A common stock, par value $0.001 | |
Trading Symbol | SWCH | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001710583 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 130,927,378 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 110,638,180 | |
Class C Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 38,882 | $ 90,719 |
Accounts receivable, net of allowance for credit losses of $712 and $792, respectively | 21,134 | 21,723 |
Prepaid expenses | 8,685 | 8,171 |
Other current assets, net of allowance for credit losses of $2 and $0, respectively | 2,125 | 2,235 |
Total current assets | 70,826 | 122,848 |
Property and equipment, net | 1,801,302 | 1,737,415 |
Long-term deposit | 2,789 | 2,626 |
Deferred income taxes | 227,299 | 203,201 |
Other assets, net of allowance for credit losses of $91 and $87, respectively | 55,429 | 48,366 |
TOTAL ASSETS | 2,157,645 | 2,114,456 |
CURRENT LIABILITIES: | ||
Accounts payable | 22,627 | 14,588 |
Accrued salaries and benefits | 7,129 | 4,884 |
Accrued interest | 1,551 | 7,132 |
Accrued expenses and other | 10,651 | 9,686 |
Accrued construction payables | 22,768 | 27,162 |
Deferred revenue, current portion | 18,401 | 14,870 |
Customer deposits | 12,804 | 12,348 |
Interest rate swap liability, current portion | 9,314 | 9,418 |
Operating lease liability, current portion | 3,867 | 3,512 |
Total current liabilities | 109,112 | 103,600 |
Long-term debt, net | 991,608 | 991,213 |
Operating lease liability | 27,474 | 25,536 |
Finance lease liability | 57,471 | 57,516 |
Deferred revenue | 24,803 | 23,862 |
Liabilities under tax receivable agreement | 311,342 | 278,865 |
Other long-term liabilities | 17,108 | 22,897 |
TOTAL LIABILITIES | 1,538,918 | 1,503,489 |
Commitments and contingencies (Note 6) | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, $0.001 par value per share, 10,000 shares authorized, none issued and outstanding | 0 | 0 |
Additional paid in capital | 283,505 | 266,129 |
Retained earnings | 5,088 | 9 |
Accumulated other comprehensive income | 18 | 79 |
Total Switch, Inc. stockholders’ equity | 288,853 | 266,458 |
Noncontrolling interest | 329,874 | 344,509 |
TOTAL STOCKHOLDERS’ EQUITY | 618,727 | 610,967 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 2,157,645 | 2,114,456 |
Class A Common Stock | ||
STOCKHOLDERS’ EQUITY: | ||
Class A common stock, $0.001 par value per share, 750,000 shares authorized, 127,546 and 119,009 shares issued and outstanding, respectively | 128 | 119 |
Class B Common Stock | ||
STOCKHOLDERS’ EQUITY: | ||
Class A common stock, $0.001 par value per share, 750,000 shares authorized, 127,546 and 119,009 shares issued and outstanding, respectively | 114 | 122 |
Class C Common Stock | ||
STOCKHOLDERS’ EQUITY: | ||
Class A common stock, $0.001 par value per share, 750,000 shares authorized, 127,546 and 119,009 shares issued and outstanding, respectively | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Accounts receivable, allowance for credit losses | $ 712 | $ 792 |
Other assets, allowance for credit losses | $ 91 | $ 87 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Other current assets, allowance for credit losses | $ 2 | $ 0 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 750,000,000 | 750,000,000 |
Common stock, shares issued (in shares) | 127,546,000 | 119,009,000 |
Common stock, shares outstanding (in shares) | 127,546,000 | 119,009,000 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 113,915,000 | 121,640,000 |
Common stock, shares outstanding (in shares) | 113,915,000 | 121,640,000 |
Class C Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 75,000,000 | 75,000,000 |
Common stock, shares issued (in shares) | 0 | 0 |
Common stock, shares outstanding (in shares) | 0 | 0 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Revenue | $ 130,866 | $ 128,096 |
Cost of revenue | 71,693 | 67,029 |
Gross profit | 59,173 | 61,067 |
Selling, general and administrative expense | 34,998 | 40,116 |
Income from operations | 24,175 | 20,951 |
Other income (expense): | ||
Interest expense, including $583 and $409, respectively, in amortization of debt issuance costs and original issue discount | (8,757) | (7,435) |
Gain (loss) on interest rate swaps | 3,205 | (17,555) |
Equity in net losses of investments | (220) | 0 |
Gain on sale of equity method investment | 5,374 | 0 |
Other | 3,271 | 277 |
Total other income (expense) | 2,873 | (24,713) |
Income (loss) before income taxes | 27,048 | (3,762) |
Income tax (expense) benefit | (2,654) | 273 |
Net income (loss) | 24,394 | (3,489) |
Less: net income (loss) attributable to noncontrolling interest | 12,753 | (2,273) |
Net income (loss) attributable to Switch, Inc. | $ 11,641 | $ (1,216) |
Net income (loss) per share (Note 10): | ||
Basic (in dollars per share) | $ 0.09 | $ (0.01) |
Diluted (in dollars per share) | $ 0.09 | $ (0.01) |
Weighted average shares used in computing net income (loss) per share (Note 10): | ||
Basic (in shares) | 126,641 | 94,366 |
Diluted (in shares) | 129,110 | 94,366 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment, net of reclassification adjustment and tax of $0 | $ (474) | $ 0 |
Comprehensive income (loss) | 23,920 | (3,489) |
Less: comprehensive income (loss) attributable to noncontrolling interest | 12,340 | (2,273) |
Comprehensive income (loss) attributable to Switch, Inc. | $ 11,580 | $ (1,216) |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | |||
Amortization of debt issuance costs | $ 583 | $ 409 | |
Foreign currency translation adjustment, tax | $ 0 | $ 0 | $ 0 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Class A Common Stock | Common Stock | Common StockClass A Common Stock | Common StockClass B Common Stock | Additional Paid in Capital | Retained Earnings | Accumulated Other Comprehensive Income | Noncontrolling Interest |
Beginning balance (in shares) at Dec. 31, 2019 | 89,768 | 151,047 | |||||||
Beginning balance at Dec. 31, 2019 | $ 627,645 | $ 90 | $ 151 | $ 204,711 | $ 2,420 | $ 79 | $ 420,194 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (3,489) | (1,216) | (2,273) | ||||||
Equity-based compensation expense | 7,524 | 4,973 | 2,551 | ||||||
Issuance of Class A common stock upon settlement of restricted stock units, net of shares withheld for tax (shares) | 4,600 | 630 | |||||||
Issuance of Class A common stock upon settlement of restricted stock units, net of shares withheld for tax | (3,911) | (3,375) | (536) | ||||||
Dividends declared | (2,891) | (2,891) | |||||||
Distributions to noncontrolling interest | (4,304) | (4,304) | |||||||
Exchanges of noncontrolling interest for Class A common stock (in shares) | 4,637 | (4,637) | |||||||
Exchanges of noncontrolling interest for Class A common stock | $ 5 | $ (5) | 13,403 | (13,403) | |||||
Recognition of tax receivable agreement liability resulting from exchanges of noncontrolling interest for Class A common stock | (19,198) | (19,198) | |||||||
Net deferred tax asset resulting from changes in outside basis difference on investment in Switch, Ltd. | 16,610 | 16,610 | |||||||
Foreign currency translation adjustment | 0 | ||||||||
Ending balance (in shares) at Mar. 31, 2020 | 95,035 | 146,410 | |||||||
Ending balance at Mar. 31, 2020 | 617,837 | $ 95 | $ 146 | 217,124 | (1,754) | 79 | 402,147 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Cumulative adjustment due to adoption of new credit loss standard | (149) | (67) | (82) | ||||||
Beginning balance (in shares) at Dec. 31, 2020 | 119,009 | 121,640 | |||||||
Beginning balance at Dec. 31, 2020 | 610,967 | $ 119 | $ 122 | 266,129 | 9 | 79 | 344,509 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 24,394 | 11,641 | 12,753 | ||||||
Equity-based compensation expense | 7,297 | 6,359 | 938 | ||||||
Issuance of Class A common stock upon settlement of restricted stock units, net of shares withheld for tax (shares) | 7,700 | 812 | |||||||
Issuance of Class A common stock upon settlement of restricted stock units, net of shares withheld for tax | (5,474) | $ 1 | (5,622) | 147 | |||||
Dividends declared | (6,562) | (6,562) | |||||||
Distributions to noncontrolling interest | (5,696) | (5,696) | |||||||
Exchanges of noncontrolling interest for Class A common stock (in shares) | 7,725 | (7,725) | |||||||
Exchanges of noncontrolling interest for Class A common stock | $ 8 | $ (8) | 22,364 | (22,364) | |||||
Recognition of tax receivable agreement liability resulting from exchanges of noncontrolling interest for Class A common stock | (32,477) | (32,477) | |||||||
Net deferred tax asset resulting from changes in outside basis difference on investment in Switch, Ltd. | 26,752 | 26,752 | |||||||
Foreign currency translation adjustment | (474) | (61) | (413) | ||||||
Ending balance (in shares) at Mar. 31, 2021 | 127,546 | 113,915 | |||||||
Ending balance at Mar. 31, 2021 | $ 618,727 | $ 128 | $ 114 | $ 283,505 | $ 5,088 | $ 18 | $ 329,874 |
Consolidated Statement of Sto_2
Consolidated Statement of Stockholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||
Dividends declared (in dollars per share) | $ 0.05 | $ 0.0294 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 24,394 | $ (3,489) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization of property and equipment | 38,791 | 32,518 |
(Gain) loss on disposal of property and equipment | (193) | 60 |
Deferred income taxes | 2,654 | (273) |
Amortization of debt issuance costs and original issue discount | 583 | 409 |
Credit (benefit) loss expense | (77) | 18 |
Unrealized (gain) loss on interest rate swaps | (5,562) | 16,745 |
Equity in net losses on investments | 220 | 0 |
Gain on sale of equity method investment | (5,374) | 0 |
Equity-based compensation | 7,297 | 7,524 |
Amortization of portfolio energy credits | 0 | 267 |
Cost of revenue for sales-type leases | 149 | 2,803 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 169 | 5,944 |
Prepaid expenses | (514) | 454 |
Other current assets | 108 | (626) |
Other assets | (444) | 411 |
Accounts payable | 1,001 | 1,987 |
Accrued salaries and benefits | 2,245 | 1,025 |
Accrued interest | (5,581) | (13) |
Accrued expenses and other | 965 | 130 |
Deferred revenue | 4,472 | (2,261) |
Customer deposits | 456 | 298 |
Operating lease liabilities | (1,141) | (1,281) |
Other long-term liabilities | (121) | (92) |
Net cash provided by operating activities | 64,497 | 62,558 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of property and equipment | (100,424) | (80,898) |
Purchase of portfolio energy credits | (1,500) | (601) |
Payments to acquire equity investment | (2,200) | 0 |
Proceeds from sale of equity method investment | 4,900 | 0 |
Net cash used in investing activities | (99,224) | (81,499) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from borrowings | 0 | 70,000 |
Repayment of borrowings, including finance lease liabilities | (46) | (1,671) |
Change in long-term deposit | 877 | 1,659 |
Payment of tax withholdings upon settlement of restricted stock unit awards | (5,782) | (4,040) |
Dividends paid to Class A common stockholders | (6,377) | (2,795) |
Distributions paid to noncontrolling interest | (5,782) | (4,222) |
Net cash (used in) provided by financing activities | (17,110) | 58,931 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (51,837) | 39,990 |
CASH AND CASH EQUIVALENTS—Beginning of period | 90,719 | 24,721 |
CASH AND CASH EQUIVALENTS—End of period | 38,882 | 64,711 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for interest, net of amounts capitalized | 13,852 | 7,106 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION: | ||
Increase (decrease) in liabilities incurred to acquire property and equipment | 3,141 | (13,532) |
Decrease in accrued construction payables incurred related to long-term deposit | (41) | (882) |
Increase in property and equipment related to transfer from long-term deposit | 0 | 244 |
Increase in receivables due to sale of property and equipment | 931 | 0 |
Increase in dividends payable on unvested restricted stock units | 185 | 96 |
Decrease in noncontrolling interest as a result of exchanges for Class A common stock | (22,364) | (13,403) |
Recognition of liabilities under tax receivable agreement | 32,477 | 19,198 |
Increase in deferred tax asset resulting from changes in outside basis difference on investment in Switch, Ltd. | 26,752 | 16,610 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 3,434 | 0 |
Right-of-use assets obtained in exchange for new finance lease liabilities | 0 | 145 |
(Decrease) increase in distributions payable on unvested common units | (86) | 82 |
Dividends payable settled with shares of Class A common stock | $ 308 | $ 129 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Switch, Inc. was formed as a Nevada corporation in June 2017 for the purpose of completing an initial public offering (“IPO”) and related organizational transactions in order to carry on the business of Switch, Ltd. and its subsidiaries (collectively, “Switch,” and together with Switch, Inc., the “Company”). Switch is comprised of limited liability companies that provide colocation space and related services to global enterprises, financial companies, government agencies, and others that conduct critical business on the internet. Switch develops and operates data centers in Nevada, which are Tier IV Gold certified, Michigan, and Georgia delivering redundant services with low latency and super capacity transport environments. As the manager of Switch, Ltd., Switch, Inc. operates and controls all of the business and affairs of Switch. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for quarterly reports on Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted. These consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Management believes that the accompanying consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of these consolidated financial statements. The consolidated results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021, or for any other future annual or interim period. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and all significant intercompany transactions and balances have been eliminated. As the sole manager of Switch, Ltd., Switch, Inc. identified itself as the primary beneficiary of Switch and began consolidating Switch in its consolidated financial statements as of October 11, 2017, the closing date of the IPO, resulting in a noncontrolling interest related to the common units of Switch, Ltd. (“Common Units”) held by members other than Switch, Inc. on its consolidated financial statements. As of January 2021, Switch, Inc. owns a majority economic interest in Switch. The Company periodically evaluates entities for consolidation either through ownership of a majority voting interest, or through means other than voting interest, in accordance with the Variable Interest Entity (“VIE”) accounting model. A VIE is an entity in which either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to the allowance for credit losses, useful lives of property and equipment, deferred income taxes, liabilities under the tax receivable agreement, equity-based compensation, deferred revenue, incremental borrowing rate, fair value of performance obligations, and probability assessments of exercising renewal options on leases. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable. Actual results could differ from these estimates. Significant Accounting Policies A description of the Company’s significant accounting policies is included in the audited financial statements within its Annual Report on Form 10-K for the year ended December 31, 2020. No other changes to significant accounting policies have occurred since December 31, 2020, with the exception of those detailed below. Concentration of Credit and Other Risks Although the Company operates primarily in Nevada, realization of its receivables and its future operations and cash flows could be affected by adverse economic conditions, both regionally and elsewhere in the United States. During the three months ended March 31, 2021 and 2020, the Company’s largest customer and its affiliates comprised 16% and 14%, respectively, of the Company’s revenue. The Company’s largest customer and its affiliates accounted for 10% or more of total receivables, including net investments in sales-type leases, as of March 31, 2021 and December 31, 2020. Foreign Currency Translation During the three months ended March 31, 2021, foreign currency translation gains of $0.1 million and $0.4 million related to the sale of the Company’s ownership interest in SUPERNAP International, S.A. (“SUPERNAP International”) were reclassified from accumulated other comprehensive income and noncontrolling interest, respectively, to net income. These amounts are included within gain on sale of equity method investment on the consolidated statement of comprehensive income. See Note 4 “Equity Method Investments” for more information. Revenue Recognition Contract Balances The opening and closing balances of the Company’s contract assets, net of allowance for credit losses, and deferred revenue are as follows: Contract Assets, Current Portion (1) Contract Assets (2) Deferred Revenue, Current Portion (3) Deferred Revenue (4) (in thousands) December 31, 2020 $ — $ 3,997 $ 14,870 $ 23,862 March 31, 2021 106 4,151 18,401 24,803 Change $ 106 $ 154 $ 3,531 $ 941 ________________________________________ (1) Amounts are included within other current assets on the Company’s consolidated balance sheets. (2) Amounts are included within other assets on the Company’s consolidated balance sheets. (3) Amounts include $1.3 million and $1.7 million of deferred revenue related to leases as of March 31, 2021 and December 31, 2020, respectively. (4) Amounts include $2.5 million and $2.7 million of deferred revenue related to leases as of March 31, 2021 and December 31, 2020, respectively. The differences between the opening and closing balances of the Company’s deferred revenue primarily result from timing differences between the Company’s satisfaction of performance obligations and the associated customer payments. Revenue recognized from the balance of deferred revenue as of December 31, 2020 was $2.7 million during the three months ended March 31, 2021. For the three months ended March 31, 2021, no impairment losses related to contract assets were recognized on the consolidated statement of comprehensive income. Remaining Performance Obligations Remaining performance obligations represent contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that will be invoiced and recognized in future periods. These amounts totaled $773.9 million as of March 31, 2021, 40%, 51%, and 8% of which is expected to be recognized over the next year, one three Fair Value Measurements Information about the Company’s financial assets and liabilities measured at fair value on a recurring basis is presented below: March 31, 2021 Balance Sheet Classification Carrying Value Level 1 Level 2 Level 3 (in thousands) Liabilities: Interest rate swaps Interest rate swap liability, current portion $ 9,314 $ — $ 9,314 $ — Interest rate swaps Other long-term liabilities $ 15,065 $ — $ 15,065 $ — December 31, 2020 Balance Sheet Classification Carrying Value Level 1 Level 2 Level 3 (in thousands) Assets: Cash equivalents Cash and cash equivalents $ 60,664 $ 60,664 $ — $ — Liabilities: Interest rate swaps Interest rate swap liability, current portion $ 9,418 $ — $ 9,418 $ — Interest rate swaps Other long-term liabilities $ 20,523 $ — $ 20,523 $ — There were no transfers between levels of fair value hierarchy during the periods presented. The fair value of interest rate swaps was measured using a present value of cash flow valuation technique based on forward yield curves for the same or similar financial instruments. Derivative Financial Instruments A derivative is a financial instrument whose value changes in response to an underlying variable, requires little or no initial net investment, and is settled at a future date. Derivatives are initially recognized on the consolidated balance sheets at fair value on the date on which the derivatives are entered into and subsequently re-measured at fair value. Derivatives are separated into their current and long-term components based on the timing of the estimated cash flows as of the end of each reporting period. Embedded derivatives included in hybrid instruments are treated and disclosed as separate derivatives when their economic characteristics and risks are not closely related to those of the host contract, the terms of the embedded derivative are the same as those of a stand-alone derivative, and the combined contract is not measured at fair value through earnings. The financial host contracts are accounted for and measured using the applicable GAAP of the relevant financial instrument category. The method of recognizing fair value gains and losses depends on whether the derivatives are designated as hedging instruments, and if so, the nature of the hedge relationship. All gains and losses from changes in the fair values of derivatives that do not qualify for hedge accounting are recognized immediately in earnings. Cash flows from derivatives not designated as hedging instruments are classified in accordance with the nature of the derivative instrument and how it is used in the context of the Company’s business. The Company enters into interest rate swap agreements to manage its interest rate risk associated with variable-rate borrowings. In January and February 2019, Switch, Ltd. entered into four interest rate swap agreements; whereby, Switch, Ltd. will pay a weighted average fixed interest rate (excluding the applicable interest margin) of 2.48% on notional amounts corresponding to borrowings of $400.0 million in exchange for receipts on the same notional amount at a variable interest rate based on the applicable LIBOR at the time of payment. The interest rate swap agreements mature in June 2024 and are not designated as hedging instruments. Gains and losses from derivatives not designated as hedging instruments, inclusive of periodic net settlement amounts, were recorded in gain (loss) on interest rate swaps on the consolidated statements of comprehensive income (loss). The Company recorded a gain on interest rate swaps of $3.2 million for the three months ended March 31, 2021 and a loss on interest rate swaps of $17.6 million for the three months ended March 31, 2020. Recent Accounting Pronouncements The Company’s management has evaluated all of the recently issued, but not yet effective, accounting standards that have been issued or proposed by the Financial Accounting Standards Board or other standards-setting bodies through the filing date of these financial statements and does not believe the future adoption of any such pronouncements will have a material effect on the Company’s financial position, results of operations, and cash flows. Reclassification The Company reclassified the change in accrued interest to present it separately from the change in accrued expenses and other on the consolidated statement of cash flows for the three months ended March 31, 2020 to be consistent with the current period presentation. The reclassification had no impact on the Company’s financial condition, results of operations, or net cash flows. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consists of the following: March 31, December 31, 2021 2020 (in thousands) Land and land improvements $ 287,638 $ 286,706 Buildings, building improvements, and leasehold improvements 588,166 532,938 Substation equipment 19,780 19,780 Data center equipment 1,287,344 1,230,623 Vehicles 2,032 1,974 Core network equipment 38,213 37,327 Fiber facilities 14,552 14,441 Computer equipment, furniture and fixtures 44,313 42,243 Finance lease right-of-use assets 72,933 72,951 Construction in progress 184,482 198,355 Property and equipment, gross 2,539,453 2,437,338 Less: accumulated depreciation and amortization (738,151) (699,923) Property and equipment, net $ 1,801,302 $ 1,737,415 Accumulated amortization for finance lease right-of-use assets totaled $14.9 million and $14.3 million as of March 31, 2021 and December 31, 2020, respectively. During the three months ended March 31, 2021 and 2020, capitalized interest was $1.3 million and $1.8 million, respectively. Total depreciation and amortization of property and equipment recognized on the consolidated statements of comprehensive income (loss) was as follows: Three Months Ended 2021 2020 (in thousands) Cost of revenue $ 37,729 $ 31,228 Selling, general and administrative expense 1,062 1,290 Total depreciation and amortization of property and equipment $ 38,791 $ 32,518 |
Equity Method Investments
Equity Method Investments | 3 Months Ended |
Mar. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Equity Method Investments In February 2021, the Company acquired SUPERNAP International’s 30% ownership interest in SUPERNAP (Thailand) Company Limited (“SUPERNAP Thailand”), the entity which has deployed a data center facility in Thailand, for $2.2 million and sold its 50% ownership interest in SUPERNAP International for $4.9 million, thus disposing of its interest in the data center facility deployed in Italy. As a result of this transaction, the Company recorded a gain on sale of equity method investment of $5.4 million, which includes $0.5 million in foreign currency translation gains realized, for the three months ended March 31, 2021 on the consolidated statement of comprehensive income. As of March 31, 2021, the Company held a 30% ownership interest in SUPERNAP Thailand, the investment of which was accounted for under the equity method of accounting. The Company’s share of net loss recorded for the three months ended March 31, 2021 was $0.2 million. As of March 31, 2021, the Company’s net investment of $2.0 million was recorded within other assets on the consolidated balance sheet. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consists of the following as of: March 31, December 31, 2021 2020 (in thousands) 3.75% senior unsecured notes, due September 2028 $ 600,000 $ 600,000 Term loan facility, interest paid at the defined LIBOR rate plus applicable interest margin (2.36% and 2.40% at March 31, 2021 and December 31, 2020, respectively), due June 2024 400,000 400,000 Long-term debt, gross 1,000,000 1,000,000 Less: unamortized debt issuance costs and original issue discount (8,392) (8,787) Long-term debt, net $ 991,608 $ 991,213 As of March 31, 2021, the Company had $500.0 million of available borrowing capacity under its revolving credit facility, net of outstanding letters of credit. The estimated fair value of the Company’s long-term debt as of March 31, 2021 and December 31, 2020 was approximately $994.1 million and $1.01 billion, respectively, compared to its carrying value, excluding debt issuance costs and original issue discount, of $1.00 billion. The estimated fair value of the Company’s long-term debt was based on Level 2 inputs using quoted market prices on or about March 31, 2021 and December 31, 2020, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases During the three months ended March 31, 2021 and 2020, lease costs related to operating leases were $1.7 million and $1.8 million, respectively. Related party lease costs included in these amounts were $1.2 million for each of the three months ended March 31, 2021 and 2020. Legal Proceedings On September 7, 2017, Switch, Ltd. and Switch, Inc. were named in a lawsuit filed in the U.S. District Court for the District of Nevada by V5 Technologies formerly d/b/a Cobalt Data Centers. Switch, Inc. has been dismissed from the case. The lawsuit alleges, among other things, that Switch, Ltd. monopolized the Las Vegas Metropolitan area of Southern Nevada’s data center colocation market and engaged in unfair business practices leading to the failure of Cobalt Data Centers in 2015 and seeks monetary damages in an amount yet to be disclosed. Discovery closed in February 2020. In January 2021, summary judgment was granted in Switch, Ltd.’s favor dismissing all but four of the claims and a partial motion for summary judgment by Cobalt Data Centers was fully denied. The scope of the alleged damages against Switch, Ltd. was also narrowed. Switch, Ltd. is vigorously defending the remaining claims in the case. On September 12, 2017, Switch, Ltd. filed a complaint in the Eighth Judicial District of Nevada against the consultant, Stephen Fairfax, and his business, MTechnology Inc. Among other claims, Switch raised allegations of breach of contract and misappropriation of trade secrets. The complaint also alleged that Aligned Data Centers LLC (“Aligned”) hired Mr. Fairfax and MTechnology Inc. to design their data centers; that this consultant had toured Switch under a non-disclosure agreement; and that this consultant breached his confidentiality agreements with Switch by using Switch’s designs to design the Aligned data centers. Switch, Ltd. is seeking an injunction to prevent the defendants in the lawsuit from infringing Switch, Ltd.’s patents, as well as other remedies. The parties are currently finalizing discovery. Four substantially similar putative class action complaints, captioned Martz v. Switch, Inc. et al. (filed April 20, 2018); Palkon v. Switch, Inc. et al. (filed April 30, 2018); Chun v. Switch, Inc. et al. (filed May 11, 2018); and Silverberg v. Switch, Inc. et al. (filed June 6, 2018), were filed in the Eighth Judicial District of Nevada, and subsequently consolidated into a single case (the “State Court Securities Action”). Additionally, on June 11, 2018, one putative class action complaint captioned Cai v. Switch, Inc. et al. was filed in the United States District Court for the District of New Jersey (the “Federal Court Securities Action,” and collectively with the State Court Securities Action, the “Securities Actions”) and subsequently transferred to the Eighth Judicial District of Nevada in August 2018 and the federal court appointed Oscar Farach lead plaintiff. These lawsuits were filed against Switch, Inc., certain current and former officers and directors and certain underwriters of Switch, Inc.’s IPO alleging federal securities law violations in connection with the IPO. These lawsuits were brought by purported stockholders of Switch, Inc. seeking to represent a class of stockholders who purchased Class A common stock in or traceable to the IPO, and seek unspecified damages and other relief. With respect to the Federal Court Securities Action, in July 2019, the federal court granted Switch, Inc.’s motion to dismiss in part, which narrowed the scope of the plaintiff’s case. In December 2019, Switch, Inc. filed a motion for judgment on the pleadings, and in July 2020, the federal court entered a judgment in favor of Switch, Inc. With respect to the State Court Securities Action, in February 2021, the court granted Switch, Inc.’s motion to dismiss. The deadline for plaintiffs to appeal has passed, so the Securities Actions have been resolved in Switch, Inc.’s favor. On September 10, 2018, two purported stockholders of Switch, Inc. filed substantially similar shareholder derivative complaints, respectively captioned Liu v. Roy et al., and Zhao v. Roy et al., in the Eighth Judicial District of Nevada, which were subsequently consolidated into a single case (the “Derivative Shareholder Action”). These lawsuits allege breaches of fiduciary duty, unjust enrichment, waste of corporate assets, abuse of control, and gross mismanagement against certain current and former officers and directors of Switch, Inc. The plaintiffs also named Switch, Inc. as a nominal defendant. The complaints arise generally from the same allegations described in the State Court Securities Action and Federal Court Securities Action. The plaintiffs seek unspecified damages on Switch, Inc.’s behalf from the officer and director defendants, certain corporate governance actions, compensatory awards, and other relief. In December 2019, the court granted the parties’ stipulation to stay the Derivative Shareholder Action until the earlier of any of the following events: the Securities Actions are resolved with prejudice as to each defendant or a motion for summary judgment is resolved in the Federal Court Securities Action. The Derivative Shareholder Action remains stayed. Switch, Inc. believes that the Derivative Shareholder Action is without merit and intends to continue to vigorously defend against it. The outcomes of the legal proceedings are inherently unpredictable, subject to significant uncertainties, and could be material to the Company’s financial condition, results of operations, and cash flows for a particular period. Where the Company is a defendant, it will vigorously defend against the claims pleaded against it. Management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of these actions or the range of reasonably possible loss, if any. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded net increases in deferred tax assets of $26.8 million and $16.6 million during the three months ended March 31, 2021 and 2020, respectively, with a corresponding increase to additional paid in capital, resulting from changes in the outside basis difference on Switch, Inc.’s investment in Switch, Ltd. The Company has determined it is more-likely-than-not that it will be able to realize this deferred tax asset in the future. Tax Receivable Agreement The Company has recorded a liability under the tax receivable agreement of $311.3 million and $278.9 million as of March 31, 2021 and December 31, 2020, respectively, of which $61.8 million and $56.8 million is owed to certain named executive officers of the Company and members of its Board of Directors as of March 31, 2021 and December 31, 2020, respectively. The tax receivable agreement provides for the payment of 85% of the amount of the tax benefits, if any, that Switch, Inc. is deemed to realize as a result of increases in the tax basis of its ownership in Switch, Ltd. related to exchanges of noncontrolling interest for Class A common stock. No amounts are expected to be paid within the next 12 months. |
Compensation Related Costs, Sha
Compensation Related Costs, Share Based Payments | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation Total equity-based compensation recognized on the consolidated statements of comprehensive income (loss) was as follows: Three Months Ended 2021 2020 (in thousands) Cost of revenue $ 590 $ 470 Selling, general and administrative expense 6,707 7,054 Total equity-based compensation $ 7,297 $ 7,524 |
Non-controlling Interest
Non-controlling Interest | 3 Months Ended |
Mar. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | Noncontrolling Interest Ownership Switch, Inc. owns an economic interest in Switch, Ltd., where “economic interest” means the right to receive any distributions, whether cash, property, or securities of Switch, Ltd., in connection with Common Units. Switch, Inc. presents interest held by noncontrolling interest holders within noncontrolling interest in the consolidated financial statements. During the three months ended March 31, 2021 and 2020, Switch, Inc. issued an aggregate of 7.7 million shares and 4.6 million shares, respectively, of Class A common stock to members in connection with such members’ redemptions of an equivalent number of Common Units and corresponding cancellation and retirement of an equivalent number of Switch, Inc.’s Class B common stock. Such retired shares of Class B common stock may not be reissued. The redemptions occurred pursuant to the terms of the Switch operating agreement entered into in connection with the Company’s IPO. The ownership of the Common Units is summarized as follows: March 31, 2021 December 31, 2020 Units (in thousands) Ownership % Units (in thousands) Ownership % Switch, Inc.’s ownership of Common Units (1) 127,471 53.1 % 118,934 49.8 % Noncontrolling interest holders’ ownership of Common Units (2) 112,719 46.9 % 120,045 50.2 % Total Common Units 240,190 100.0 % 238,979 100.0 % ________________________________________ (1) Common Units held by Switch, Inc. exclude 75,000 Common Units underlying unvested restricted stock awards as of March 31, 2021 and December 31, 2020. (2) Common Units held by noncontrolling interest holders exclude 1.2 million and 1.6 million unvested Common Unit awards as of March 31, 2021 and December 31, 2020, respectively. The Company uses the weighted average ownership percentages during the period to calculate the income or loss before income taxes attributable to Switch, Inc. and the noncontrolling interest holders of Switch, Ltd. |
Net Income Per Share
Net Income Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The following table sets forth the calculation of basic and diluted net income (loss) per share: Three Months Ended 2021 2020 (in thousands, except per share data) Net income (loss) per share: Numerator—basic: Net income (loss) attributable to Switch, Inc.—basic $ 11,641 $ (1,216) Numerator—diluted: Net income (loss) attributable to Switch, Inc.—diluted $ 11,641 $ (1,216) Denominator—basic: Weighted average shares outstanding—basic 126,641 94,366 Net income (loss) per share—basic $ 0.09 $ (0.01) Denominator—diluted: Weighted average shares outstanding—basic 126,641 94,366 Weighted average effect of dilutive securities: Stock options 1,471 — Restricted stock units 904 — Dividend equivalent units 46 — Restricted stock awards 48 — Weighted average shares outstanding—diluted 129,110 94,366 Net income (loss) per share—diluted $ 0.09 $ (0.01) Shares of Class B and Class C common stock do not share in the earnings or losses of Switch, Inc. and are therefore not participating securities. As such, separate calculations of basic and diluted net income (loss) per share for each of Class B and Class C common stock under the two-class method have not been presented. The following table presents potentially dilutive securities excluded from the computation of diluted net income (loss) per share for the periods presented because their effect would have been anti-dilutive. Three Months Ended 2021 2020 (in thousands) Stock options (1) 5,762 9,243 Restricted stock units (1) 12 3,672 Dividend equivalent units (1) — 29 Restricted stock awards (1) — 80 Performance-vesting restricted stock units (1) 277 — Shares of Class B and Class C common stock (2) 113,915 146,410 ________________________________________ (1) Represents the number of instruments outstanding at the end of the period. Application of the treasury stock method would reduce this amount if they had a dilutive effect and were included in the computation of diluted net income per share. (2) Shares of Class B and Class C common stock at the end of the period are considered potentially dilutive shares of Class A common stock under application of the if-converted method. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment ReportingThe Company’s chief operating decision maker is its Chief Executive Officer. The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. All of the Company’s assets are maintained in the United States, although the Company holds an equity method investment in an entity with foreign operations. The Company derives almost all of its revenue from sales to customers in the United States, based upon the billing address of the customer. Revenue derived from customers outside the United States, based upon the billing address of the customer, was less than 2% of revenue for each of the three months ended March 31, 2021 and 2020. The Company’s revenue is comprised of the following: Three Months Ended 2021 2020 (in thousands) Colocation $ 107,301 $ 101,214 Connectivity 21,886 25,191 Other 1,679 1,691 Total revenue $ 130,866 $ 128,096 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In April and May 2021, Switch, Inc. issued an aggregate of 1.6 million and 1.7 million shares, respectively, of Class A common stock to members in connection with such members’ redemptions of an equivalent number of Common Units and corresponding cancellation and retirement of an equivalent number of shares of Class B common stock. Such retired shares of Class B common stock may not be reissued. The redemptions occurred pursuant to the terms of the Switch operating agreement entered into in connection with the Company’s IPO. In May 2021, Switch, Ltd. entered into an Interest Purchase Agreement (the “Purchase Agreement”) to acquire all of the equity interests of Data Foundry, Inc. (“Data Foundry”) and has also agreed to acquire certain real property interests used in connection with Data Foundry’s operations (the “Real Property Purchase”) in exchange for cash consideration of $420.0 million, subject to customary adjustments at closing for closing working capital and other transaction matters (the “Transaction”). The completion of the Transaction is subject to closing conditions, including, among others, (i) the expiration or termination of the applicable Hart-Scott-Rodino Act waiting period, (ii) the closing of the Real Property Purchase, (iii) certain corporate restructuring of Data Foundry, and (iv) the fulfillment of other customary closing conditions under the Purchase Agreement. The Purchase Agreement may be terminated by either party, under certain circumstances, including if the Transaction is not consummated by July 31, 2021. In May 2021, Switch, Inc.’s Board of Directors declared a dividend of $0.05 per share of Class A common stock, for a total estimated to be $6.5 million, to be paid on June 4, 2021 to holders of record as of May 25, 2021. Prior to the payment of this dividend, Switch, Ltd. will make a cash distribution to all holders of record of Common Units, including Switch, Inc., of $0.05 per Common Unit, for a total estimated to be $12.1 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for quarterly reports on Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted. These consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Management believes that the accompanying consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of these consolidated financial statements. The consolidated results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021, or for any other future annual or interim period. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and all significant intercompany transactions and balances have been eliminated. As the sole manager of Switch, Ltd., Switch, Inc. identified itself as the primary beneficiary of Switch and began consolidating Switch in its consolidated financial statements as of October 11, 2017, the closing date of the IPO, resulting in a noncontrolling interest related to the common units of Switch, Ltd. (“Common Units”) held by members other than Switch, Inc. on its consolidated financial statements. As of January 2021, Switch, Inc. owns a majority economic interest in Switch. The Company periodically evaluates entities for consolidation either through ownership of a majority voting interest, or through means other than voting interest, in accordance with the Variable Interest Entity (“VIE”) accounting model. A VIE is an entity in which either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to the allowance for credit losses, useful lives of property and equipment, deferred income taxes, liabilities under the tax receivable agreement, equity-based compensation, deferred revenue, incremental borrowing rate, fair value of performance obligations, and probability assessments of exercising renewal options on leases. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable. Actual results could differ from these estimates. |
Concentration of Credit and Other Risks | Concentration of Credit and Other Risks Although the Company operates primarily in Nevada, realization of its receivables and its future operations and cash flows could be affected by adverse economic conditions, both regionally and elsewhere in the United States. During the three months ended March 31, 2021 and 2020, the Company’s largest customer and its affiliates comprised 16% and 14%, respectively, of the Company’s revenue. The Company’s largest customer and its affiliates accounted for 10% or more of total receivables, including net investments in sales-type leases, as of March 31, 2021 and December 31, 2020. |
Foreign Currency Translation | Foreign Currency Translation During the three months ended March 31, 2021, foreign currency translation gains of $0.1 million and $0.4 million related to the sale of the Company’s ownership interest in SUPERNAP International, S.A. (“SUPERNAP International”) were reclassified from accumulated other comprehensive income and noncontrolling interest, respectively, to net income. These amounts are included within gain on sale of equity method investment on the consolidated statement of comprehensive income. See Note 4 |
Revenue Recognition | Revenue Recognition Contract Balances The differences between the opening and closing balances of the Company’s deferred revenue primarily result from timing differences between the Company’s satisfaction of performance obligations and the associated customer payments. Revenue recognized from the balance of deferred revenue as of December 31, 2020 was $2.7 million during the three months ended March 31, 2021. For the three months ended March 31, 2021, no impairment losses related to contract assets were recognized on the consolidated statement of comprehensive income. Remaining Performance Obligations Remaining performance obligations represent contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that will be invoiced and recognized in future periods. These amounts totaled $773.9 million as of March 31, 2021, 40%, 51%, and 8% of which is expected to be recognized over the next year, one three |
Fair Value Transfer | There were no transfers between levels of fair value hierarchy during the periods presented. |
Fair Value Measurements | The fair value of interest rate swaps was measured using a present value of cash flow valuation technique based on forward yield curves for the same or similar financial instruments. |
Derivative Financial Instruments | Derivative Financial Instruments A derivative is a financial instrument whose value changes in response to an underlying variable, requires little or no initial net investment, and is settled at a future date. Derivatives are initially recognized on the consolidated balance sheets at fair value on the date on which the derivatives are entered into and subsequently re-measured at fair value. Derivatives are separated into their current and long-term components based on the timing of the estimated cash flows as of the end of each reporting period. Embedded derivatives included in hybrid instruments are treated and disclosed as separate derivatives when their economic characteristics and risks are not closely related to those of the host contract, the terms of the embedded derivative are the same as those of a stand-alone derivative, and the combined contract is not measured at fair value through earnings. The financial host contracts are accounted for and measured using the applicable GAAP of the relevant financial instrument category. The method of recognizing fair value gains and losses depends on whether the derivatives are designated as hedging instruments, and if so, the nature of the hedge relationship. All gains and losses from changes in the fair values of derivatives that do not qualify for hedge accounting are recognized immediately in earnings. Cash flows from derivatives not designated as hedging instruments are classified in accordance with the nature of the derivative instrument and how it is used in the context of the Company’s business. The Company enters into interest rate swap agreements to manage its interest rate risk associated with variable-rate borrowings. In January and February 2019, Switch, Ltd. entered into four interest rate swap agreements; whereby, Switch, Ltd. will pay a weighted average fixed interest rate (excluding the applicable interest margin) of 2.48% on notional amounts corresponding to borrowings of $400.0 million in exchange for receipts on the same notional amount at a variable interest rate based on the applicable LIBOR at the time of payment. The interest rate swap agreements mature in June 2024 and are not designated as hedging instruments. Gains and losses from derivatives not designated as hedging instruments, inclusive of periodic net settlement amounts, were recorded in gain (loss) on interest rate swaps on the consolidated statements of comprehensive income (loss). The Company recorded a gain on interest rate swaps of $3.2 million for the three months ended March 31, 2021 and a loss on interest rate swaps of $17.6 million for the three months ended March 31, 2020. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management has evaluated all of the recently issued, but not yet effective, accounting standards that have been issued or proposed by the Financial Accounting Standards Board or other standards-setting bodies through the filing date of these financial statements and does not believe the future adoption of any such pronouncements will have a material effect on the Company’s financial position, results of operations, and cash flows. |
Reclassification | Reclassification The Company reclassified the change in accrued interest to present it separately from the change in accrued expenses and other on the consolidated statement of cash flows for the three months ended March 31, 2020 to be consistent with the current period presentation. The reclassification had no impact on the Company’s financial condition, results of operations, or net cash flows. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Opening and Closing Balances of the Company's Contract Assets and Deferred Revenue | The opening and closing balances of the Company’s contract assets, net of allowance for credit losses, and deferred revenue are as follows: Contract Assets, Current Portion (1) Contract Assets (2) Deferred Revenue, Current Portion (3) Deferred Revenue (4) (in thousands) December 31, 2020 $ — $ 3,997 $ 14,870 $ 23,862 March 31, 2021 106 4,151 18,401 24,803 Change $ 106 $ 154 $ 3,531 $ 941 ________________________________________ (1) Amounts are included within other current assets on the Company’s consolidated balance sheets. (2) Amounts are included within other assets on the Company’s consolidated balance sheets. (3) Amounts include $1.3 million and $1.7 million of deferred revenue related to leases as of March 31, 2021 and December 31, 2020, respectively. (4) Amounts include $2.5 million and $2.7 million of deferred revenue related to leases as of March 31, 2021 and December 31, 2020, respectively. |
Fair Value Measurements | Information about the Company’s financial assets and liabilities measured at fair value on a recurring basis is presented below: March 31, 2021 Balance Sheet Classification Carrying Value Level 1 Level 2 Level 3 (in thousands) Liabilities: Interest rate swaps Interest rate swap liability, current portion $ 9,314 $ — $ 9,314 $ — Interest rate swaps Other long-term liabilities $ 15,065 $ — $ 15,065 $ — December 31, 2020 Balance Sheet Classification Carrying Value Level 1 Level 2 Level 3 (in thousands) Assets: Cash equivalents Cash and cash equivalents $ 60,664 $ 60,664 $ — $ — Liabilities: Interest rate swaps Interest rate swap liability, current portion $ 9,418 $ — $ 9,418 $ — Interest rate swaps Other long-term liabilities $ 20,523 $ — $ 20,523 $ — |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Components of Property and Equipment, Net | Property and equipment, net consists of the following: March 31, December 31, 2021 2020 (in thousands) Land and land improvements $ 287,638 $ 286,706 Buildings, building improvements, and leasehold improvements 588,166 532,938 Substation equipment 19,780 19,780 Data center equipment 1,287,344 1,230,623 Vehicles 2,032 1,974 Core network equipment 38,213 37,327 Fiber facilities 14,552 14,441 Computer equipment, furniture and fixtures 44,313 42,243 Finance lease right-of-use assets 72,933 72,951 Construction in progress 184,482 198,355 Property and equipment, gross 2,539,453 2,437,338 Less: accumulated depreciation and amortization (738,151) (699,923) Property and equipment, net $ 1,801,302 $ 1,737,415 |
Depreciation and Amortization of Property and Equipment | Total depreciation and amortization of property and equipment recognized on the consolidated statements of comprehensive income (loss) was as follows: Three Months Ended 2021 2020 (in thousands) Cost of revenue $ 37,729 $ 31,228 Selling, general and administrative expense 1,062 1,290 Total depreciation and amortization of property and equipment $ 38,791 $ 32,518 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | Long-term debt consists of the following as of: March 31, December 31, 2021 2020 (in thousands) 3.75% senior unsecured notes, due September 2028 $ 600,000 $ 600,000 Term loan facility, interest paid at the defined LIBOR rate plus applicable interest margin (2.36% and 2.40% at March 31, 2021 and December 31, 2020, respectively), due June 2024 400,000 400,000 Long-term debt, gross 1,000,000 1,000,000 Less: unamortized debt issuance costs and original issue discount (8,392) (8,787) Long-term debt, net $ 991,608 $ 991,213 |
Compensation Related Costs, S_2
Compensation Related Costs, Share Based Payments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Total equity-based compensation recognized on the consolidated statements of comprehensive income (loss) was as follows: Three Months Ended 2021 2020 (in thousands) Cost of revenue $ 590 $ 470 Selling, general and administrative expense 6,707 7,054 Total equity-based compensation $ 7,297 $ 7,524 |
Non-controlling Interest (Table
Non-controlling Interest (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Ownership of Common Units | The ownership of the Common Units is summarized as follows: March 31, 2021 December 31, 2020 Units (in thousands) Ownership % Units (in thousands) Ownership % Switch, Inc.’s ownership of Common Units (1) 127,471 53.1 % 118,934 49.8 % Noncontrolling interest holders’ ownership of Common Units (2) 112,719 46.9 % 120,045 50.2 % Total Common Units 240,190 100.0 % 238,979 100.0 % ________________________________________ (1) Common Units held by Switch, Inc. exclude 75,000 Common Units underlying unvested restricted stock awards as of March 31, 2021 and December 31, 2020. (2) Common Units held by noncontrolling interest holders exclude 1.2 million and 1.6 million unvested Common Unit awards as of March 31, 2021 and December 31, 2020, respectively. |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Calculation of Basic and Diluted Net Income Per Share | The following table sets forth the calculation of basic and diluted net income (loss) per share: Three Months Ended 2021 2020 (in thousands, except per share data) Net income (loss) per share: Numerator—basic: Net income (loss) attributable to Switch, Inc.—basic $ 11,641 $ (1,216) Numerator—diluted: Net income (loss) attributable to Switch, Inc.—diluted $ 11,641 $ (1,216) Denominator—basic: Weighted average shares outstanding—basic 126,641 94,366 Net income (loss) per share—basic $ 0.09 $ (0.01) Denominator—diluted: Weighted average shares outstanding—basic 126,641 94,366 Weighted average effect of dilutive securities: Stock options 1,471 — Restricted stock units 904 — Dividend equivalent units 46 — Restricted stock awards 48 — Weighted average shares outstanding—diluted 129,110 94,366 Net income (loss) per share—diluted $ 0.09 $ (0.01) |
Potentially Dilutive Securities Excluded from the Computation of Diluted Net Income Per Share | The following table presents potentially dilutive securities excluded from the computation of diluted net income (loss) per share for the periods presented because their effect would have been anti-dilutive. Three Months Ended 2021 2020 (in thousands) Stock options (1) 5,762 9,243 Restricted stock units (1) 12 3,672 Dividend equivalent units (1) — 29 Restricted stock awards (1) — 80 Performance-vesting restricted stock units (1) 277 — Shares of Class B and Class C common stock (2) 113,915 146,410 ________________________________________ (1) Represents the number of instruments outstanding at the end of the period. Application of the treasury stock method would reduce this amount if they had a dilutive effect and were included in the computation of diluted net income per share. (2) Shares of Class B and Class C common stock at the end of the period are considered potentially dilutive shares of Class A common stock under application of the if-converted method. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Composition of Revenue | The Company’s revenue is comprised of the following: Three Months Ended 2021 2020 (in thousands) Colocation $ 107,301 $ 101,214 Connectivity 21,886 25,191 Other 1,679 1,691 Total revenue $ 130,866 $ 128,096 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Concentrations of Credit and Other Risks (Details) - Customer Concentration Risk | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 16.00% | 14.00% |
One customer | Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Foreign Currency Translation (Details) - SUPERNAP International $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Accumulated Other Comprehensive Income | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |
Foreign currency translation gain | $ 0.1 |
AOCI Attributable to Noncontrolling Interest | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |
Foreign currency translation gain | $ 0.4 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Revenue Recognition (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Accounting Policies [Abstract] | |
Revenue recognized | $ 2,700,000 |
Impairment losses related to contract balances | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Remaining Performance Obligations (Details) $ in Millions | Mar. 31, 2021USD ($) |
Revenue from External Customer [Line Items] | |
Remaining performance obligation | $ 773.9 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue from External Customer [Line Items] | |
Percent of remaining performance obligation expected to be recognized | 40.00% |
Period over which the remaining performance obligation is expected to be recognized | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue from External Customer [Line Items] | |
Percent of remaining performance obligation expected to be recognized | 51.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Minimum | |
Revenue from External Customer [Line Items] | |
Period over which the remaining performance obligation is expected to be recognized | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Maximum | |
Revenue from External Customer [Line Items] | |
Period over which the remaining performance obligation is expected to be recognized | 3 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue from External Customer [Line Items] | |
Percent of remaining performance obligation expected to be recognized | 8.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Minimum | |
Revenue from External Customer [Line Items] | |
Period over which the remaining performance obligation is expected to be recognized | 3 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Maximum | |
Revenue from External Customer [Line Items] | |
Period over which the remaining performance obligation is expected to be recognized | 5 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Opening and Closing Balances of the Company's Contract Assets and Deferred Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Contract assets, current portion | ||
Beginning balance | $ 0 | |
Ending balance | 106 | |
Change | 106 | |
Contract assets | ||
Beginning balance | 3,997 | |
Ending balance | 4,151 | |
Change | 154 | |
Deferred Revenue, Current | ||
Beginning balance | 14,870 | |
Ending balance | 18,401 | |
Change | 3,531 | |
Deferred Revenue | ||
Beginning balance | 23,862 | |
Ending balance | 24,803 | |
Change | 941 | |
Deferred revenue related to leases, current portion | 1,300 | $ 1,700 |
Deferred revenue related to leases, noncurrent portion | $ 2,500 | $ 2,700 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | $ 60,664 | |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 60,664 | |
Interest Rate Swap Agreements | Interest rate swap liability, current portion | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate swaps | $ 9,314 | 9,418 |
Interest Rate Swap Agreements | Interest rate swap liability, current portion | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate swaps | 9,314 | 9,418 |
Interest Rate Swap Agreements | Other long-term liabilities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate swaps | 15,065 | 20,523 |
Interest Rate Swap Agreements | Other long-term liabilities | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate swaps | $ 15,065 | $ 20,523 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Derivative Financial Instruments (Details) | 3 Months Ended | ||
Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Feb. 28, 2019USD ($)derivative | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) on interest rate swaps | $ 3,205,000 | $ (17,555,000) | |
Interest Rate Swap Agreements | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Number of derivative agreements | derivative | 4 | ||
Weighted average fixed interest rate on notional amounts | 2.48% | ||
Notional amount | $ 400,000,000 |
Property and Equipment, Net - C
Property and Equipment, Net - Components of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,539,453 | $ 2,437,338 |
Less: accumulated depreciation and amortization | (738,151) | (699,923) |
Property and equipment, net | 1,801,302 | 1,737,415 |
Land and land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 287,638 | 286,706 |
Buildings, building improvements, and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 588,166 | 532,938 |
Substation equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 19,780 | 19,780 |
Data center equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,287,344 | 1,230,623 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,032 | 1,974 |
Core network equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 38,213 | 37,327 |
Fiber facilities | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 14,552 | 14,441 |
Computer equipment, furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 44,313 | 42,243 |
Finance lease right-of-use assets | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 72,933 | 72,951 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 184,482 | $ 198,355 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Accumulated amortization for capitalized leased assets | $ 14.9 | $ 14.3 | |
Capitalized interest | $ 1.3 | $ 1.8 |
Property and Equipment, Net - D
Property and Equipment, Net - Depreciation and Amortization of Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization of property and equipment | $ 38,791 | $ 32,518 |
Cost of revenue | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization of property and equipment | 37,729 | 31,228 |
Selling, general and administrative expense | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization of property and equipment | $ 1,062 | $ 1,290 |
Equity Method Investments (Deta
Equity Method Investments (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Feb. 28, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Feb. 01, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||||
Payments to acquire equity investment | $ 2,200 | $ 0 | ||
Gain on sale of equity method investment | 5,374 | 0 | ||
Equity in net losses of investments | (220) | $ 0 | ||
SUPERNAP International | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Percentage of ownership interest sold | 50.00% | |||
Amount of ownership interest sold | $ 4,900 | |||
Gain on sale of equity method investment | 5,400 | |||
Foreign currency translation gain realized | $ 500 | |||
SUPERNAP Thailand | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership interest in equity method investments | 30.00% | |||
Equity in net losses of investments | $ 200 | |||
Carrying value of equity method investments | $ 2,000 | |||
SUPERNAP Thailand | SUPERNAP International | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership interest acquired | 30.00% | |||
Payments to acquire equity investment | $ 2,200 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 1,000,000 | $ 1,000,000 |
Less: unamortized debt issuance costs and original issue discount | (8,392) | (8,787) |
Long-term debt, net | $ 991,608 | $ 991,213 |
2017 Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Interest rate | 2.36% | 2.40% |
Senior Unsecured Notes Due 2028 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 600,000 | $ 600,000 |
Interest rate | 3.75% | |
2017 Term Loan Facility | Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 400,000 | $ 400,000 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Estimated fair value of long-term debt | $ 994,100 | $ 1,010,000 |
Long-term debt, gross | 1,000,000 | $ 1,000,000 |
2017 Revolving Credit Facility | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Available borrowing capacity | $ 500,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | Sep. 10, 2018plaintiff | Jun. 11, 2018case | Jun. 08, 2018case | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) |
Other Commitments [Line Items] | |||||
Operating lease cost | $ | $ 1,700 | $ 1,800 | |||
Related party rent included in operating lease cost | $ | $ 1,200 | $ 1,200 | |||
Martz v. Switch, Inc. et al. | |||||
Other Commitments [Line Items] | |||||
Number of complaints filed | case | 4 | ||||
Cai v. Switch, Inc. et al. | |||||
Other Commitments [Line Items] | |||||
Number of complaints filed | case | 1 | ||||
Liu v. Roy et al., and Zhao v. Roy et al. | |||||
Other Commitments [Line Items] | |||||
Number of plaintiffs | plaintiff | 2 |
Income Taxes - Narrative - (Det
Income Taxes - Narrative - (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
Deferred Tax Asset Partnership Outside Basis | $ 26,800 | $ 16,600 | |
Liability under tax receivable agreement | $ 311,342 | $ 278,865 | |
Percent of tax benefits realized that the company must make payments to holders for | 85.00% | ||
Named Executive Officers and Members of the Board of Directors | |||
Operating Loss Carryforwards [Line Items] | |||
Liability under tax receivable agreement | $ 61,800 | $ 56,800 |
Equity-Based Compensation - Tot
Equity-Based Compensation - Total Equity-Based Compensation Recognized in the Consolidated Statements of Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Equity-based compensation expense | $ 7,297 | $ 7,524 |
Cost of revenue | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Equity-based compensation expense | 590 | 470 |
Selling, general and administrative expense | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Equity-based compensation expense | $ 6,707 | $ 7,054 |
Non-controlling Interest - Narr
Non-controlling Interest - Narrative (Details) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Class A Common Stock | ||
Noncontrolling Interest [Line Items] | ||
Issuance of common stock (in shares) | 7.7 | 4.6 |
Non-controlling Interest - Owne
Non-controlling Interest - Ownership of Common Units (Details) - shares | Mar. 31, 2021 | Dec. 31, 2020 |
Restricted stock awards | ||
Noncontrolling Interest [Line Items] | ||
Unvested awards (in shares) | 75,000 | |
Common Units | ||
Noncontrolling Interest [Line Items] | ||
Unvested awards (in shares) | 1,200,000 | 1,600,000 |
Switch, Ltd. | ||
Noncontrolling Interest [Line Items] | ||
Switch, Inc.'s ownership of Common Units (in shares) | 127,471,000 | 118,934,000 |
Ownership percentage | 53.10% | 49.80% |
Noncontrolling interest holders’ ownership of Common Units (in shares) | 112,719,000 | 120,045,000 |
Noncontrolling interest holders’ ownership of Common Units | 46.90% | 50.20% |
Total Common Units (in shares) | 240,190,000 | 238,979,000 |
Net Income Per Share - Calculat
Net Income Per Share - Calculation of Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator—basic: | ||
Net income (loss) attributable to Switch, Inc.—basic | $ 11,641 | $ (1,216) |
Numerator—diluted: | ||
Net income (loss) attributable to Switch, Inc.—diluted | $ 11,641 | $ (1,216) |
Denominator—basic: | ||
Weighted average shares outstanding—basic (in shares) | 126,641 | 94,366 |
Basic net income per share (in dollars per share) | $ 0.09 | $ (0.01) |
Denominator—diluted: | ||
Weighted average shares outstanding—basic (in shares) | 126,641 | 94,366 |
Weighted average effect of dilutive securities: | ||
Weighted average shares outstanding - diluted (in shares) | 129,110 | 94,366 |
Net income per share - diluted (in dollars per share) | $ 0.09 | $ (0.01) |
Stock options | ||
Weighted average effect of dilutive securities: | ||
Weighted average effect of dilutive securities (in shares) | 1,471 | 0 |
Restricted stock units | ||
Weighted average effect of dilutive securities: | ||
Weighted average effect of dilutive securities (in shares) | 904 | 0 |
Dividend equivalent units | ||
Weighted average effect of dilutive securities: | ||
Weighted average effect of dilutive securities (in shares) | 46 | 0 |
Restricted stock awards | ||
Weighted average effect of dilutive securities: | ||
Weighted average effect of dilutive securities (in shares) | 48 | 0 |
Net Income Per Share - Potentia
Net Income Per Share - Potentially Dilutive Securities Excluded from the Computation of Diluted Net Income Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net income per unit (in shares) | 5,762 | 9,243 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net income per unit (in shares) | 12 | 3,672 |
Dividend equivalent units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net income per unit (in shares) | 0 | 29 |
Restricted stock awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net income per unit (in shares) | 0 | 80 |
Performance Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net income per unit (in shares) | 277 | 0 |
Shares of Class B and Class C common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net income per unit (in shares) | 113,915 | 146,410 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) - segment | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue, Major Customer [Line Items] | |||
Number of operating segments | 1 | 1 | |
Outside of the United States | Revenue | Geographic Concentration Risk | |||
Revenue, Major Customer [Line Items] | |||
Concentration risk percentage | 2.00% | 2.00% | 2.00% |
Segment Reporting - Composition
Segment Reporting - Composition of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue from External Customer [Line Items] | ||
Revenue | $ 130,866 | $ 128,096 |
Colocation | ||
Revenue from External Customer [Line Items] | ||
Revenue | 107,301 | 101,214 |
Connectivity | ||
Revenue from External Customer [Line Items] | ||
Revenue | 21,886 | 25,191 |
Other | ||
Revenue from External Customer [Line Items] | ||
Revenue | $ 1,679 | $ 1,691 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended | ||
May 31, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | |
Subsequent Event [Line Items] | ||||
Dividends declared (in dollars per share) | $ 0.05 | $ 0.0294 | ||
Dividends declared | $ 6,562 | $ 2,891 | ||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Dividends declared | $ 6,500 | |||
Subsequent Event | Data Foundry Acquisition | ||||
Subsequent Event [Line Items] | ||||
Cash considerations in acquisition | $ 420,000 | |||
Switch, Ltd. | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Cash distribution (in dollars per share) | $ 0.05 | |||
Estimated cash distribution | $ 12,100 | |||
Class A Common Stock | ||||
Subsequent Event [Line Items] | ||||
Issuance of common stock (in shares) | 7.7 | 4.6 | ||
Class A Common Stock | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Issuance of common stock (in shares) | 1.7 | 1.6 | ||
Dividends declared (in dollars per share) | $ 0.05 |