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Summary of Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 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.
On June 7, 2021, Switch, Ltd. acquired all of the equity interests of Data Foundry and certain real property interests used in connection with Data Foundry’s operations. The Company has included the results of operations for Data Foundry in the consolidated financial statements from the date of acquisition. See Note 3 “Acquisition” for additional information.
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 and nine months ended September 30, 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, fair value of assets acquired and liabilities assumed in business combinations, 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 September 30, 2021 and 2020, the Company’s largest customer and its affiliates comprised 13% and 14%, respectively, of the Company’s revenue. During the nine months ended September 30, 2021, the Company’s largest customer and its affiliates comprised 15% and 14%, respectively, of the Company’s revenue. Two customers, one of which was the Company’s largest customer and its affiliates, accounted for 10% or more of total receivables, including net investments in sales-type leases, as of September 30, 2021. 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 December 31, 2020.
Foreign Currency Translation Foreign Currency TranslationDuring the nine months ended September 30, 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 (loss) income. See Note 5 “Equity Method Investments” for more information.
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 $1.8 million and $6.5 million during the three and nine months ended September 30, 2021, respectively. For the three and nine months ended September 30, 2021, no impairment losses related to contract assets were recognized on the consolidated statements of comprehensive (loss) 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 $814.7 million as of September 30, 2021, 43%, 48%, and 8% of which is expected to be recognized over the next year, one to three years, and three to five years, respectively, with the remainder recognized thereafter. The remaining performance obligations do not include estimates of variable consideration related to unsatisfied performance obligations, such as the usage of metered power, or any contracts that could be terminated without significant penalties.
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. Resulting gains and losses from these derivatives, inclusive of periodic net settlement amounts, were recorded in loss on swaps on the consolidated statements of comprehensive (loss) income. The Company recorded losses on interest rate swaps of $1.1 million and $1.6 million for the three months ended September 30, 2021 and 2020, respectively. The Company recorded a gain on interest rate swaps of $1.3 million for the nine months ended September 30, 2021 and a loss on interest rate swaps of $23.3 million for the nine months ended September 30, 2020.
The Company enters into power swap agreements to manage its exposure to adverse changes in the price of power. In June 2021, a wholly-owned subsidiary of Switch, Ltd. entered into four power swap agreements comprising of power paid at fixed prices in exchange for receipts on power sales based on the variable prices at the time of settlement. The power swap agreements matured in August 2021 and were not designated as hedging instruments. Resulting gains and losses from these derivatives, inclusive of periodic net settlement amounts, were recorded in loss on swaps on the consolidated statements of comprehensive (loss) income. The Company recorded a loss on power swaps of $2.8 million and $4.9 million for the three and nine months ended September 30, 2021, respectively.
Recent Accounting Pronouncements
Recent Accounting Pronouncements
ASU 2021-05–Leases
In July 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-05, Leases (Topic 842)–Lessors–Certain Leases with Variable Payments (“ASU 2021-05”). The amendments in this update modify the lease classification requirements for lessors such that any variable lease payments that do
not depend on a reference index or a rate would be included in the initial lease measurement if (i) the lease would be classified as a sales-type lease or a direct financing lease and (ii) the lessor would have otherwise recognized a day-one loss. The amendments are effective immediately for entities that have already adopted Topic 842. The Company elected to adopt this guidance prospectively as of June 30, 2021. The adoption of this guidance did not materially impact the Company’s consolidated financial statements.
ASU 2021-08–Business Combinations
In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805)–Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). The amendments in this update require 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 Topic 606, Revenue from Contracts with Customers, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities are recognized by the acquirer at fair value on the acquisition date. The amendments in ASU 2021-08 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The Company is evaluating the impact the adoption of this guidance will have on its consolidated financial statements. The Company has not decided if early adoption will be considered.
Reclassification
Reclassifications
Certain amounts in the accompanying consolidated balance sheet as of December 31, 2020 and the consolidated statement of cash flows for the nine months ended September 30, 2020 have been reclassified to be consistent with the current period presentation. These reclassifications were to (i) separately present intangible assets, net from other assets on the consolidated balance sheet, (ii) separately present the change in accrued interest from the change in accrued expenses and other on the consolidated statement of cash flows, and (iii) present certain debt discounts net of proceeds from borrowings on the consolidated statement of cash flows. The reclassifications had no impact on the Company’s financial condition, results of operations, or net cash flows.
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy
Restricted Cash
Restricted cash as of September 30, 2021 was comprised of amounts in escrow related to the acquisition of Data Foundry totaling $4.0 million. There was no restricted cash as of December 31, 2020. Restricted cash is classified based on the expiry of the restrictions.
Goodwill and Intangible Assets, Intangible Assets, Policy
Intangible Assets
Intangible assets, net consist of acquired customer relationships, portfolio energy credits, and other. Acquired customer relationships are amortized to selling, general and administrative expense on the consolidated statement of comprehensive (loss) income over the anticipated life of the relationships on a straight-line basis. Estimated future amortization of acquired customer relationships as of September 30, 2021 is $1.6 million for the year ending December 31, 2021 and $6.3 million for each of the years ending December 31, 2022, 2023, 2024, and 2025. See Note 3 “Acquisition” for more information. Portfolio energy credits are recorded at their cost when purchased and are amortized to cost of revenue on the consolidated statements of comprehensive (loss) income when utilized in operations. Other intangible assets consist of indefinite-lived domain names and internet protocol addresses recorded at their cost when purchased. Accumulated amortization of intangible assets was $9.0 million and $6.7 million as of September 30, 2021 and December 31, 2020, respectively.
Goodwill
Goodwill is recognized for the excess of the purchase price over the fair value of tangible and identifiable intangible net assets of businesses acquired. Goodwill is reviewed at least annually for impairment. To evaluate goodwill impairment, the Company performs a qualitative assessment to determine if it is more likely than not that the fair value of its reporting unit is less than its carrying amount. If the qualitative assessment is not conclusive, the Company then proceeds to test goodwill for impairment, including comparing the fair value of its reporting unit to its carrying value, including attributable goodwill. Fair value for the reporting unit is determined using the cost approach, income approach, or market approach incorporating market participant considerations and assumptions on revenue growth rates, operating margins, discount rates and expected capital expenditures. Fair value determinations may include both internal and third-party valuations.