OVERLAND PARK, Kan.,
Feb. 25, 2019 /PRNewswire/
-- QTS Realty Trust, Inc. ("QTS" or the "Company") (NYSE: QTS)
today announced operating results for the fourth quarter and full
year ended December 31, 2018. In
conjunction with its strategic growth plan announced in the first
quarter of 2018, QTS has realigned information included in this
release to focus its key performance metrics around its core
business, which primarily consist of its hyperscale and hybrid
colocation businesses (collectively, the "Core" business). The Core
business is the Company's primary business following the completion
of the strategic growth plan, which was completed in 2018. For
informational purposes, QTS has excluded its estimated Non-Core
business from certain financial and operating statistics below.
Fourth Quarter and Full Year Highlights
- Reported consolidated net income, including both Core and
Non-Core, of $6.4 million and net
loss of $7.2 million for the quarter
and year ended December 31, 2018, an
increase of $22.5 million and
decrease of $8.6 million compared to
the same periods in 2017. Net loss per basic and diluted share was
$0.02 and $0.44 for the quarter and year ended December 31, 2018, an increase of $0.27 and decrease of $0.45 compared to the same periods in 2017.
- Reported consolidated FFO available to common stockholders and
OP unit holders, including both Core and Non-Core, of $35.0 million and $112.3
million for the quarter and year ended December 31, 2018, respectively, an increase of
113.4% and decrease of 10.2% compared to FFO of $16.4 million and $125.0
million for the same periods in 2017. FFO for the quarter
and year ended December 31, 2018 on a
fully diluted per share basis was $0.60 per share and $1.93 per share, respectively, an increase of
114.3% and decrease of 12.7% compared to FFO per fully diluted
share of $0.28 per share and
$2.21 per share for the same periods
of 2017.
- Reported Core Operating FFO available to common stockholders
and OP unit holders for the quarter and year ended December 31, 2018 of $40.1
million and $149.3 million,
respectively, a decrease of 2.2% and an increase of 8.6% compared
to Core Operating FFO of $41.0
million and $137.5 million for
the same periods in 2017. Excluding the effects of the Company's
non-cash deferred tax benefit/(expense), Core Operating FFO for
quarter and year ended December 31,
2018 increased 8.2% and 16.0%, respectively, compared to the
same periods of 2017.
- Reported Core Operating FFO per share of $0.69 and $2.57 for
the quarter and year ended December 31,
2018, respectively, a decrease of 2.8% and increase of 5.8%
compared to Core Operating FFO per fully diluted share of
$0.71 and $2.43 in the same periods of 2017. Excluding the
effects of the Company's non-cash deferred tax benefit/(expense),
Core Operating FFO for the quarter and year ended December 31, 2018 increased 7.8% and 12.8%,
respectively, compared to the same periods of 2017.
- Reported Core Adjusted EBITDA of $59.3
million and $218.1 million for
the quarter and year ended December 31,
2018, respectively, an increase of 17.2% and 21.8% compared
to the same periods in 2017.
- Reported Core NOI of $73.3
million and $274.6 million for
the quarter and year ended December 31,
2018, respectively, an increase of 13.6% and 17.1% compared
to the same periods in 2017.
- Recognized total consolidated revenues of $112.3 million and $450.5
million for the quarter and year ended December 31, 2018, respectively, a decrease of
5.6% and increase of 0.9% compared to the same periods in
2017.
- Recognized total Core revenues of $112.3
million and $422.8 million for
the quarter and year ended December 31,
2018, respectively, an increase of 11.6% and 14.1% compared
to the same periods in 2017.
- Signed new and modified renewal Core leases during the fourth
quarter of 2018 aggregating to $12.2
million of Core incremental annualized rent, net of
downgrades, which increased the annualized booked-not-billed
monthly recurring revenue ("MRR") balance to a near record high of
$62.6 million as of December 31, 2018 compared to $59.0 million as of September 30, 2018.
- Subsequent to the end of the quarter, QTS announced the
formation of a joint venture with Alinda Capital Partners
("Alinda"), which provides QTS with a unique opportunity to
optimize capital efficiency, materially enhance overall Return on
Invested Capital ("ROIC") and expand QTS' available sources of
capital funding with an experienced infrastructure investor.
"QTS delivered a strong fourth quarter to close out one of our
best years of operating performance. Over the course of 2018, we
successfully implemented our strategic growth plan, realigning our
organization around a balanced approach to our core hyperscale and
hybrid colocation verticals, which has continued to support our
focus on delivering consistent long-term shareholder value
creation," said Chad Williams,
Chairman and CEO of QTS.
Williams added, "Through the strategic investments we have made
to digitize our platform and expand in key growth markets such as
Northern Virginia, Dallas-Fort Worth, Piscataway and Chicago, combined with differentiated solution
capabilities enabled by the industry's first-of-its-kind
software-defined data center platform, there is a strong
opportunity for continued accelerated growth at QTS."
Financial Results
Quarterly Results
Net income recognized in the fourth quarter of 2018 was
$6.4 million ($0.02 net loss per basic and diluted share),
compared to net loss of $16.1 million
($0.29 net loss per basic and diluted
share) recognized in the fourth quarter of 2017. This change was
primarily driven by a reduction in tax benefit and debt
restructuring expense for the fourth quarter of 2018 compared to
the same period in 2017.
QTS generated total consolidated (includes both core and
non-core) revenues of $112.3 million
in the fourth quarter of 2018, a decrease of 5.6% compared to
$118.9 million in the fourth quarter
of 2017. Consolidated (includes both core and non-core) MRR as of
December 31, 2018 was $31.1 million compared to consolidated MRR as of
December 31, 2017 of $31.7 million. QTS generated total Core revenues
of $112.3 million in the fourth
quarter of 2018, an increase of 11.6% compared to $100.6 million in the fourth quarter of 2017.
Core MRR as of December 31, 2018 was
$31.1 million compared to Core MRR as
of December 31, 2017 of $27.2 million.
QTS generated Core Operating FFO of $40.1
million in the fourth quarter of 2018, a decrease of 2.2%
compared to Core Operating FFO of $41.0
million in the fourth quarter of 2017. Excluding the effects
of the Company's non-cash deferred tax benefit/(expense), Core
Operating FFO was $40.1 million in
the fourth quarter of 2018, an increase of 8.2% compared to Core
Operating FFO of $37.1 million in the
fourth quarter of 2017.
Core Operating FFO per fully diluted share was $0.69 in the fourth quarter of 2018, a decrease
of 2.8% compared to Core Operating FFO per fully diluted share of
$0.71 in the fourth quarter of 2017.
Excluding the effects of the Company's non-cash deferred tax
benefit/(expense), Core Operating FFO was $0.69 per fully diluted share in the fourth
quarter of 2018, an increase of 7.8% compared to $0.64 per fully diluted share in the fourth
quarter of 2017.
Additionally, QTS generated $59.3
million of Core Adjusted EBITDA in the fourth quarter of
2018, an increase of 17.2% compared to $50.6
million for the fourth quarter of 2017.
2018 Results
Net loss recognized for the year ended December 31, 2018 was $7.2
million ($0.44 net loss per
basic and diluted share), compared to net income of $1.5 million ($0.01
net income per basic and diluted share) recognized for the year
ended December 31, 2017. The change
was primarily driven by an increase in restructuring expense and a
reduction in tax benefit for the year ended December 31, 2018 compared to the same period in
2017.
QTS generated total consolidated (includes both core and
non-core) revenues of $450.5 million
during the year ended December 31,
2018, an increase of 0.9% compared to $446.5 million during the year ended December 31, 2017. QTS generated total Core
revenues of $422.8 million during the
year ended December 31, 2018, an
increase of 14.1% compared to $370.4
million during the year ended December 31, 2017.
QTS generated Core Operating FFO of $149.3 million during the year ended December 31, 2018 an increase of 8.6% compared to
Core Operating FFO of $137.5 million
during the year ended December 31,
2017 Excluding the effects of the Company's non-cash deferred
tax benefit, Core Operating FFO was $148.3
million during the year ended December 31, 2018, an increase of 16.0% compared
to Core Operating FFO of $127.8
million during the year ended December 31, 2017.
Core Operating FFO per fully diluted share was $2.57 during the year ended December 31, 2018, an increase of 5.8% compared
to Core Operating FFO per fully diluted share of $2.43 during the year ended December 31, 2017. Excluding the effects of the
Company's non-cash deferred tax benefit, Core Operating FFO was
$2.55 per fully diluted share during
the year ended December 31, 2018, an
increase of 12.8% compared to $2.26
per fully diluted share during the year ended December 31, 2017.
Additionally, QTS generated $218.1
million of Core Adjusted EBITDA for the year ended
December 31, 2018, an increase of
21.8% compared to $179.1 million for
the year ended December 31, 2017.
Leasing Activity
During the quarter and year ended December 31, 2018, QTS entered into new and
modified renewal Core leases aggregating to $12.2 million and $64.5
million, respectively, of Core incremental annualized rent.
The Company's fourth quarter leasing performance was driven by
strong sales in its hybrid colocation vertical, contributing over
75% of the quarter's incremental annualized rent. Pricing on new
and modified leases signed during the fourth quarter was lower than
the prior four quarter average primarily driven by a higher
proportion of larger footprint hybrid colocation deals signed in
the fourth quarter, including 5 deals in the 500 kilowatt to 2
megawatt range.
During the quarter and year ended December 31, 2018, QTS renewed Core leases with
total annualized rent of $14.8
million and $71.8 million at
an average rent per square foot of $292 and $268,
respectively, which was 6.0% lower and 2.4% higher than the
annualized Core rent prior to their respective renewals. The
decline in the renewal rate of 6.0% was largely due to three
customers that signed commitments to significantly expand their
respective footprints elsewhere in QTS' footprint in addition to
slight changes in their product mix, the net of which increased
QTS' MRR from these customers by 18%. If the lease renewals from
these three customers were excluded from the renewal base, QTS'
renewal rates on a per square foot basis would have represented a
2.3% and 4.4% increase relative to the pre-renewal rate for the
quarter and year ended 2018, respectively. There is variability in
the Company's renewal rates based on the mix of product types
renewed, and renewal rates are generally expected to increase in
the low to mid-single digits as compared to pre-renewal pricing.
Core Rental Churn (which the Company defines as Core MRR lost in
the period to a customer intending to fully exit the QTS platform
in the near term compared to total Core MRR at the beginning of the
period) was 0.6% for the three months ended December 31, 2018, and 3.6% for the year ended
December 31, 2018.
During the quarter and year ended December 31, 2018, QTS commenced Core customer
leases (which includes new Core customers and also existing Core
customers that renewed their lease term) representing approximately
$47.3 million and $134.5 million of annualized rent at $240 and $376 per
square foot, respectively.
As of December 31, 2018, the
booked-not-billed MRR balance (which represents customer leases
that have been executed, but for which lease payments have not
commenced as of December 31, 2018)
was at a near record high of approximately $5.2 million, or $62.6
million of annualized rent, and compares to $4.9 million, or $59.0
million of annualized Core rent at September 30, 2018. The booked-not-billed balance
is expected to contribute an incremental $27.6 million to revenue in 2019 (representing
$40.3 million in annualized
revenues), an incremental $7.2
million in 2020 (representing $10.7
million in annualized revenues), and an incremental
$11.6 million in annualized revenues
thereafter.
Development, Redevelopment, and Acquisitions
During the year ended December 31,
2018, the Company brought online approximately 20 megawatts
of gross power and approximately 89,000 net rentable square feet
("NRSF") of raised floor and customer specific capital at its
Atlanta-Metro, Chicago, Irving, Piscataway and Ashburn facilities at an aggregate cost of
approximately $205 million, which
includes $17 million related to the
underlying land at the Company's Ashburn facility. In addition, during the
fourth quarter of 2018, the Company's significant development
activity continued at the Fort
Worth, Ashburn,
Irving, Chicago, Atlanta-Metro, Manassas, Santa Clara and Piscataway
facilities to have space ready for customers in 2019 and forward.
The Company expects to bring an additional 154,000 raised floor
NRSF into service in 2019 at an aggregate cost of approximately
$327 million, of which $231 million has already been spent.
In October 2018, the Company
completed an acquisition of 55 acres of land for approximately
$80 million in Atlanta, Georgia adjacent to its existing
Atlanta-Metro mega data center.
The strategic site provides QTS the opportunity to extend its
leadership position in Atlanta by
expanding its Atlanta-Metro campus
by at least an additional 150 megawatts.
GDT Transition Update
On February 20, 2018, QTS
announced a strategic growth plan focused on realigning its product
offerings around its primary hyperscale and hybrid colocation
customer verticals. This included narrowing the scope of certain
products in the Company's Cloud and Managed Services business,
primarily managed hosting, that QTS delivers and supports directly,
as well as colocation revenue attached to certain customers in the
Cloud and Managed Services business that were not expected to
remain with QTS post transition (collectively "Non-Core"
operations). The Company successfully completed the transition of
its Non-Core operations to its strategic partner, General Datatech,
L.P. ("GDT") during the third quarter of 2018. As the GDT
transition was completed as of December 31,
2018, both non-core revenue and expense for QTS will be
fully removed from financial results beginning in 2019. In
addition, QTS does not anticipate any additional material
restructuring expenses related to the strategic growth plan will be
incurred during 2019.
QTS and Alinda Capital Partners Announce Formation of
$240 Million Joint Venture
Subsequent to the end of the fourth quarter of 2018, QTS
announced the formation of a joint venture with Alinda Capital
Partners ("Alinda"), a premier infrastructure investment firm. QTS
contributed a 118,000 square foot hyperscale data center under
development in Manassas, VA to the
venture. The facility, which is currently leased to a global
cloud-based software company pursuant to a 10-year lease agreement,
was contributed at an expected stabilized value of approximately
$240 million. QTS and Alinda will
each own a 50% interest in the venture, which will be reflected as
an unconsolidated joint venture on QTS' reported financial
statements beginning in the first quarter of 2019.
Through this joint venture, QTS is able to 1) raise upfront net
capital proceeds of approximately $53
million at closing, which QTS expects to grow to
approximately $87 million (including
QTS' share of the joint venture debt and the proceeds received at
closing, and which number is subject to reduction under certain
circumstances) the asset stabilizes; 2) reduce its capital funding
requirement by an aggregate of approximately $120 million over the course of the full
development of the stabilized Manassas facility while retaining a 50%
proportionate stake in the net operating income generated by the
facility; and 3) increase the expected stabilized return on QTS'
capital contribution in Manassas
from approximately 9% to approximately 12%, including incremental
management and development fees.
In addition, the joint venture represents potentially the first
closed transaction as part of a broader strategic partnership with
Alinda. The strategic partnership outlines a programmatic framework
under which Alinda will be given the opportunity (but will not be
obligated) to partner with QTS and contribute equity capital for
specific data center development projects in support of QTS'
go-forward hyperscale growth strategy at a cap rate that is
comparable to the initial joint venture. For additional details,
please see QTS' press release announcing the joint venture also
issued on February 25, 2019.
Balance Sheet and Liquidity
As of December 31, 2018, the
Company's total debt balance net of cash and cash equivalents was
approximately $1.3 billion, resulting
in a net debt to annualized Consolidated Adjusted EBITDA of 5.7x.
This ratio compares to the 5.3x net debt to annualized Consolidated
Adjusted EBITDA reported in the third quarter of 2018, with the
increase primarily a result of additional capital development
spending (inclusive of the acquisition of land in Atlanta, Georgia) in the fourth quarter of
2018 funded through the Company's unsecured revolving credit
facility.
In November 2018, the Company
amended its unsecured credit facility to include a one-year
extension, with reduced pricing and enhanced covenant flexibility.
The amended unsecured credit facility has a total capacity of
$1.52 billion and includes a
$350 million term loan which matures
in December 2023, another
$350 million term loan which matures
in April 2024, and an $820 million revolving credit facility which
matures in December 2022, with a one
year extension option. Interest rates can vary based on leverage
levels. The current interest rate on the term loans is LIBOR plus
1.3% and the current rate on the revolving credit facility is LIBOR
plus 1.35%. This pricing represents a 20 basis point reduction from
the interest rate on QTS' credit facility prior to the amendment.
The amended unsecured credit facility also provides for borrowing
capacity of up to $200 million in
various foreign currencies, and a $500
million accordion feature to increase the credit facility up
to $2.02 billion, subject to certain
conditions, including consent of the agent and obtaining additional
loan commitments.
In December 2018, the Company
entered into $600 million of forward
interest rate swap agreements. These include agreements that
effectively extend existing floating to fixed interest rate swap
agreements on $400 million of term
loan borrowings by an additional two years, coinciding with the
respective maturity dates of the Company's amended credit facility
term loans. The weighted average effective fixed interest rate on
the $400 million notional amount of
term loan financing, following the execution of these two year swap
agreements, will approximate 3.9%, commencing on December 17, 2021 and April 27, 2022 ($200
million of swaps allocated to each term loan), which
effectively fixes the Company's interest rate at 3.9% including the
1.3% LIBOR spread in effect today pursuant to the Company's
existing credit facility. The Company also entered into forward
interest rate swap agreements that effectively will fix the
interest rate on an additional $200
million of term loan borrowings from January 2, 2020 through the current maturity
dates, which are December 17, 2023
and April 27, 2024 ($100 million of swaps allocated to each term
loan). The weighted average effective fixed interest rate on the
$200 million additional notional
amount of term loan financing will approximate 3.9% commencing on
January 2, 2020. Taking into account
the additional interest rate swap agreements, the Company's pro
forma exposure to fixed rate debt, as of December 31, 2018, has been increased to
approximately 74% of total debt from approximately 68% as of
September 30, 2018.
As of December 31, 2018, the
Company had total available liquidity of approximately $576 million which was comprised of $564 million of available capacity under the
Company's unsecured revolving credit facility and approximately
$12 million of cash and cash
equivalents.
2019 Guidance
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2019
Guidance
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(excluding
joint
venture
impact)
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Less: joint
venture
impact (2)
(3) (4)
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(including
joint
venture
impact)
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2018 Core Actuals
(1)
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($ in millions
except per share amounts)
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Low
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High
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Low
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High
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Revenue
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$
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422.8
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$
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471
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$
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485
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$
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(12)
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$
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459
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$
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473
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Adjusted
EBITDA
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$
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218.1
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$
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246
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$
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256
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$
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(3)
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$
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243
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$
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253
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Operating FFO per
fully diluted share
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$
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2.57
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$
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2.61
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$
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2.71
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$
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—
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$
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2.61
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$
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2.71
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(1)
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2018 Core Actuals
exclude results from the Non-Core business unit for the year ended
December 31, 2018.
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(2)
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Consistent with GAAP
accounting standards, QTS expects the closing of the joint venture
will result in a reduction in QTS' full-year 2019 reported revenue
of approximately $12 million, representing 100% of the expected
revenue from the Manassas facility.
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(3)
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Consistent with GAAP
accounting and NAREIT-defined standards, QTS expects to include its
proportionate ownership of EBITDAre in its reported
EBITDAre and adjusted EBITDA results. QTS expects the
closing of the joint venture will result in an approximately $3
million reduction in reported 2019 adjusted EBITDA to reflect the
impact from QTS' 50% reduced proportionate ownership in the
Manassas facility contributed to the unconsolidated joint
venture.
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(4)
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Consistent with GAAP
accounting and NAREIT-defined standards, QTS expects to include its
proportionate ownership of Funds from Operations from the joint
venture in its reported Funds from Operations, Operating Funds from
Operations and Operating Funds from Operations per diluted share
results.
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The Company's 2019 guidance includes the effects of the recently
announced joint venture, which will be reflected as an
unconsolidated joint venture on QTS' reported financial statements
beginning in the first quarter of 2019. Consistent with GAAP
accounting standards, revenue from the unconsolidated joint venture
will be removed from QTS' reported GAAP financial statements. Also
consistent with GAAP accounting and NAREIT-defined standards, QTS
anticipates including its proportionate ownership of
EBITDAre and Funds from Operations from the joint venture in
its reported EBITDAre and Funds from Operations results,
respectively.
QTS expects the joint venture will result in a reduction in QTS'
full-year 2019 reported revenue of approximately $12 million, representing 100% of the expected
revenue from the Manassas
facility. In addition, the Company expects the joint venture will
result in an approximate $3 million
reduction in its reported 2019 adjusted EBITDA to reflect the
impact from QTS' 50% reduced proportionate ownership in the
Manassas facility contributed to
the unconsolidated joint venture.
As the joint venture provides the opportunity for QTS to balance
a higher return on capital, against reduced capital spending, QTS
does not anticipate the closing of the joint venture will have a
material impact on its 2019 reported Operating FFO per share.
The Company's 2019 guidance assumes rental churn for the full
year of between 3% and 6%, consistent with its initial target range
for 2018. In addition, for the full-year 2019, QTS expects to spend
between $450 million and $500 million in cash capital expenditures,
excluding any acquisitions. The Company's 2019 capital expenditure
guidance includes its proportionate share of cash capital
expenditures in the Manassas
development which was contributed to the unconsolidated joint
venture.
QTS does not provide reconciliations for the non-GAAP financial
measures included in its guidance provided above due to the
inherent difficulty in forecasting and quantifying certain amounts
that are necessary for such reconciliations, including net income
(loss) and adjustments that could be made for restructuring costs,
transaction costs, lease exit costs, asset impairments and loss on
disposals and other charges as those amounts are subject to
significant variability based on future transactions that are not
yet known, the amount of which, based on historical experience,
could be significant.
Non-GAAP Financial Measures
This release includes certain non-GAAP financial measures that
management believes are helpful in understanding the Company's
business, as further described below. The Company does not, nor
does it suggest investors should, consider such non-GAAP financial
measures in isolation from, or as a substitute for, GAAP financial
information. The Company believes that the presentation of non-GAAP
financial measures provide meaningful supplemental information to
both management and investors that is indicative of the Company's
operations. The Company has included a reconciliation of this
additional information to the most comparable GAAP measure in the
selected financial information below.
Conference Call Details
The Company will host a conference call and webcast on
February 25, 2019, at 4:30 p.m.
Eastern time (3:30 p.m. Central time) to discuss its financial
results, current business trends and market conditions.
The dial-in number for the conference call is
(877) 883-0383 (U.S.) or (412) 902-6506
(International). The participant entry number is 3785803# and
callers are asked to dial in ten minutes prior to start
time. A link to the live broadcast and the replay will be
available on the Company's website
(www.qtsdatacenters.com) under the Investors tab.
About QTS
QTS Realty Trust, Inc. (NYSE: QTS) is a leading provider of data
center solutions across a diverse footprint spanning more than 6
million square feet of owned mega scale data center space
throughout North America. Through
its software-defined technology platform, QTS is able to deliver
secure, compliant infrastructure solutions, robust connectivity and
premium customer service to leading hyperscale technology
companies, enterprises, and government entities. QTS owns, operates
or manages 25 data centers and supports more than 1,100 Core
customers primarily in North
America.
QTS Investor Relations Contact
Stephen Douglas – Vice President
– Finance
ir@qtsdatacenters.com
Forward Looking Statements
Some of the statements contained in this release constitute
forward-looking statements within the meaning of the federal
securities laws. Forward-looking statements relate to expectations,
beliefs, projections, future plans and strategies, anticipated
events or trends and similar expressions concerning matters that
are not historical facts. In particular, statements pertaining to
the Company's capital resources, portfolio performance, results of
operations, anticipated growth in our funds from operations and
anticipated market conditions contain forward-looking statements.
In some cases, you can identify forward-looking statements by the
use of forward-looking terminology such as "may," "will," "should,"
"expects," "intends," "plans," "anticipates," "believes,"
"estimates," "predicts," or "potential" or the negative of these
words and phrases or similar words or phrases which are predictions
of or indicate future events or trends and which do not relate
solely to historical matters. You also can identify forward-looking
statements by discussions of strategy, plans or intentions.
The forward-looking statements contained in this release reflect
the Company's current views about future events and are subject to
numerous known and unknown risks, uncertainties, assumptions and
changes in circumstances that may cause actual results to differ
significantly from those expressed in any forward-looking
statement. The Company does not guarantee that the transactions and
events described will happen as described (or that they will happen
at all). The following factors, among others, could cause actual
results and future events to differ materially from those set forth
or contemplated in the forward-looking statements: adverse economic
or real estate developments in the Company's markets or the
technology industry; obsolescence or reduction in marketability of
our infrastructure due to changing industry demands; global,
national and local economic conditions; the Company's ability to
successfully execute its strategic growth plan and realize its
expected benefits; risks related to the Company's international
operations; difficulties in identifying properties to acquire and
completing acquisitions; the Company's failure to successfully
develop, redevelop and operate acquired properties or lines of
business; significant increases in construction and development
costs; the increasingly competitive environment in which the
Company operates; defaults on, or termination or non-renewal of
leases by customers; decreased rental rates or increased vacancy
rates; increased interest rates and operating costs, including
increased energy costs; financing risks, including the Company's
failure to obtain necessary outside financing; dependence on third
parties to provide Internet, telecommunications and network
connectivity to the Company's data centers; the Company's failure
to qualify and maintain its qualification as a real estate
investment trust; environmental uncertainties and risks related to
natural disasters; financial market fluctuations; changes in real
estate and zoning laws, revaluations for tax purposes and increases
in real property tax rates; and limitations inherent in our current
and any future joint venture investments, such as lack of sole
decision-making authority and reliance on our partners' financial
condition.
While forward-looking statements reflect the Company's good
faith beliefs, they are not guarantees of future performance. Any
forward-looking statement speaks only as of the date on which it
was made. The Company disclaims any obligation to publicly update
or revise any forward-looking statement to reflect changes in
underlying assumptions or factors, of new information, data or
methods, future events or other changes. For a further discussion
of these and other factors that could cause the Company's future
results to differ materially from any forward-looking statements,
see the section entitled "Risk Factors" in the Company's Annual
Report on Form 10-K for the year ended December 31, 2018 and other periodic reports the
Company files with the Securities and Exchange Commission.
Consolidated Balance
Sheets
|
(in thousands
except shares data)
|
|
|
|
|
|
|
|
|
|
|
December
31,
2018
(1)
|
|
December
31,
2017
(1)
|
|
|
|
ASSETS
|
|
|
|
|
|
|
Real Estate
Assets
|
|
|
|
|
|
|
Land
|
|
$
|
105,541
|
|
$
|
88,216
|
Buildings,
improvements and equipment
|
|
|
1,917,251
|
|
|
1,701,287
|
Less: Accumulated
depreciation
|
|
|
(467,644)
|
|
|
(394,823)
|
|
|
|
1,555,148
|
|
|
1,394,680
|
Construction in
progress (2)
|
|
|
790,064
|
|
|
567,819
|
Real Estate Assets,
net
|
|
|
2,345,212
|
|
|
1,962,499
|
Cash and cash
equivalents
|
|
|
11,759
|
|
|
8,243
|
Rents and other
receivables, net
|
|
|
55,093
|
|
|
47,046
|
Acquired intangibles,
net
|
|
|
95,451
|
|
|
109,451
|
Deferred costs,
net (3) (4)
|
|
|
45,096
|
|
|
41,545
|
Prepaid
expenses
|
|
|
6,822
|
|
|
6,163
|
Goodwill
|
|
|
173,843
|
|
|
173,843
|
Assets held for
sale
|
|
|
71,800
|
|
|
—
|
Other assets, net
(5)
|
|
|
56,893
|
|
|
66,266
|
TOTAL
ASSETS
|
|
$
|
2,861,969
|
|
$
|
2,415,056
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
Unsecured credit
facility, net (4)
|
|
$
|
945,657
|
|
$
|
825,186
|
Senior notes, net of
debt issuance costs (4)
|
|
|
394,786
|
|
|
394,178
|
Capital lease, lease
financing obligations and mortgage notes payable
|
|
|
4,674
|
|
|
10,565
|
Accounts payable and
accrued liabilities
|
|
|
99,166
|
|
|
113,430
|
Dividends and
distributions payable
|
|
|
29,633
|
|
|
22,222
|
Advance rents,
security deposits and other liabilities
|
|
|
32,679
|
|
|
28,903
|
Liabilities held for
sale
|
|
|
24,349
|
|
|
—
|
Deferred income
taxes
|
|
|
1,097
|
|
|
4,611
|
Deferred
income
|
|
|
33,241
|
|
|
25,305
|
TOTAL
LIABILITIES
|
|
|
1,565,282
|
|
|
1,424,400
|
|
|
|
|
|
|
|
EQUITY
|
|
|
|
|
|
|
7.125% Series A
cumulative redeemable perpetual preferred stock: $0.01 par value
(liquidation preference $25.00 per share), 4,600,000 shares
authorized, 4,280,000 shares issued and outstanding as of December
31, 2018; zero shares authorized, issued and outstanding as of
December 31, 2017 (6)
|
|
|
103,212
|
|
|
—
|
6.50% Series B
cumulative convertible perpetual preferred stock: $0.01 par value
(liquidation preference $100.00 per share), 3,162,500 shares
authorized, issued and outstanding as of December 31, 2018; zero
shares authorized, issued and outstanding as of December 31, 2017
(7)
|
|
|
304,265
|
|
|
—
|
Common stock: $0.01
par value, 450,133,000 shares authorized, 51,123,417 and 50,701,795
shares issued and outstanding as of December 31, 2018 and December
31, 2017, respectively
|
|
|
511
|
|
|
507
|
Additional paid-in
capital
|
|
|
1,062,473
|
|
|
1,049,176
|
Accumulated other
comprehensive income
|
|
|
2,073
|
|
|
1,283
|
Accumulated dividends
in excess of earnings
|
|
|
(278,548)
|
|
|
(173,552)
|
Total stockholders'
equity
|
|
|
1,193,986
|
|
|
877,414
|
Noncontrolling
interests
|
|
|
102,701
|
|
|
113,242
|
TOTAL
EQUITY
|
|
|
1,296,687
|
|
|
990,656
|
TOTAL LIABILITIES AND
EQUITY
|
|
$
|
2,861,969
|
|
$
|
2,415,056
|
|
|
(1)
|
The balance sheet at
December 31, 2018 and December 31, 2017, has been derived from the
consolidated financial statements at that date, but does not
include all of the information and footnotes required by United
States generally accepted accounting principles for complete
financial statements.
|
(2)
|
As of December 31,
2018, construction in progress included $205.4 million related to
land acquisitions whereby the initiation of development activities
has begun to prepare the property for its intended use.
|
(3)
|
As of December 31,
2018 and December 31, 2017, deferred costs, net included $7.7
million and $7.9 million of deferred financing costs net of
amortization, respectively, and $37.4 million and $33.7 million of
deferred leasing costs net of amortization,
respectively.
|
(4)
|
Debt issuance costs,
net related to the Senior Notes and term loan portion of the
Company's unsecured credit facility aggregating $11.6 million and
$11.6 million at December 31, 2018 and December 31, 2017,
respectively, have been netted against the related debt liability
line items for both periods presented.
|
(5)
|
As of December 31,
2018 and December 31, 2017, other assets, net included $48.8
million and $57.4 million of corporate fixed assets, respectively,
primarily relating to construction of corporate offices, leasehold
improvements and product related assets.
|
(6)
|
As of December 31,
2018, the total liquidation preference of the Series A Preferred
Stock was $107.0 million, calculated as $25.00 liquidation
preference per share times 4,280,000 shares outstanding.
|
(7)
|
As of December 31,
2018, the total liquidation preference of the Series B Preferred
Stock was $316.3 million, calculated as $100.00 liquidation
preference per share times 3,162,500 shares outstanding.
|
Consolidated
Statements of Operations
|
(in thousands
except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
Year
Ended
|
|
|
December
31,
2018
|
|
September
30,
2018
|
|
December
31,
2017
|
|
December
31,
|
|
|
|
|
|
2018
|
|
2017
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental
|
|
$
|
94,150
|
|
$
|
91,733
|
|
$
|
90,078
|
|
$
|
360,828
|
|
$
|
335,819
|
Recoveries from
customers
|
|
|
11,629
|
|
|
11,800
|
|
|
11,053
|
|
|
45,386
|
|
|
37,886
|
Cloud and managed
services
|
|
|
4,020
|
|
|
7,537
|
|
|
15,421
|
|
|
35,712
|
|
|
65,466
|
Other
(1)
|
|
|
2,538
|
|
|
1,143
|
|
|
2,359
|
|
|
8,598
|
|
|
7,339
|
Total
revenues
|
|
|
112,337
|
|
|
112,213
|
|
|
118,911
|
|
|
450,524
|
|
|
446,510
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating
costs
|
|
|
35,721
|
|
|
38,217
|
|
|
41,199
|
|
|
148,236
|
|
|
153,209
|
Real estate taxes and
insurance
|
|
|
3,297
|
|
|
3,088
|
|
|
2,750
|
|
|
12,193
|
|
|
11,959
|
Depreciation and
amortization
|
|
|
38,258
|
|
|
37,900
|
|
|
37,140
|
|
|
149,891
|
|
|
140,924
|
General and
administrative (2)
|
|
|
17,670
|
|
|
19,922
|
|
|
20,820
|
|
|
80,857
|
|
|
87,231
|
Transaction,
integration and impairment costs
|
|
|
269
|
|
|
901
|
|
|
9,449
|
|
|
2,743
|
|
|
11,060
|
Restructuring
(3)
|
|
|
4,246
|
|
|
13,737
|
|
|
—
|
|
|
37,943
|
|
|
—
|
Total operating
expenses
|
|
|
99,461
|
|
|
113,765
|
|
|
111,358
|
|
|
431,863
|
|
|
404,383
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
(loss)
|
|
|
12,876
|
|
|
(1,552)
|
|
|
7,553
|
|
|
18,661
|
|
|
42,127
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income and
expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
58
|
|
|
66
|
|
|
1
|
|
|
150
|
|
|
67
|
Interest
expense
|
|
|
(6,050)
|
|
|
(6,386)
|
|
|
(8,049)
|
|
|
(28,749)
|
|
|
(30,523)
|
Debt restructuring
costs
|
|
|
(605)
|
|
|
—
|
|
|
(19,992)
|
|
|
(605)
|
|
|
(19,992)
|
Income (loss) before
taxes
|
|
|
6,279
|
|
|
(7,872)
|
|
|
(20,487)
|
|
|
(10,543)
|
|
|
(8,321)
|
Tax benefit of taxable
REIT subsidiaries
|
|
|
123
|
|
|
980
|
|
|
4,374
|
|
|
3,368
|
|
|
9,778
|
Net income
(loss)
|
|
|
6,402
|
|
|
(6,892)
|
|
|
(16,113)
|
|
|
(7,175)
|
|
|
1,457
|
Net (income) loss
attributable to noncontrolling interests
(4)
|
|
|
74
|
|
|
1,610
|
|
|
1,971
|
|
|
2,715
|
|
|
(175)
|
Net income (loss)
attributable to QTS Realty Trust, Inc.
|
|
$
|
6,476
|
|
$
|
(5,282)
|
|
$
|
(14,142)
|
|
$
|
(4,460)
|
|
$
|
1,282
|
Preferred stock
dividends
|
|
|
(7,045)
|
|
|
(7,045)
|
|
|
—
|
|
|
(16,666)
|
|
|
—
|
Net income (loss)
attributable to common stockholders
|
|
$
|
(569)
|
|
$
|
(12,327)
|
|
$
|
(14,142)
|
|
$
|
(21,126)
|
|
$
|
1,282
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per
share attributable to common shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
(5)
|
|
$
|
(0.02)
|
|
$
|
(0.25)
|
|
$
|
(0.29)
|
|
$
|
(0.44)
|
|
$
|
0.01
|
Diluted
(5)
|
|
|
(0.02)
|
|
|
(0.25)
|
|
|
(0.29)
|
|
|
(0.44)
|
|
|
0.01
|
|
|
(1)
|
Other revenue –
Includes straight line rent, sales of scrap metals and other unused
materials and various other revenue items. Straight line rent was
$2.1 million, $1.2 million and $2.3 million for the three months
ended December 31, 2018, September 30, 2018 and December 31, 2017,
respectively. Straight line rent was $7.4 million and $6.1 million
for the years ended December 31, 2018 and 2017,
respectively.
|
(2)
|
General and
administrative expenses – Includes personnel costs, sales and
marketing costs, professional fees, travel costs, product
investment costs and other corporate general and administrative
expenses. General and administrative expenses were 15.7%, 17.8%,
and 17.5% of total revenues for the three months ended December 31,
2018, September 30, 2018 and December 31, 2017, respectively.
General and administrative expenses were 17.9% and 19.5% of total
revenues for the years ended December 31, 2018 and 2017,
respectively.
|
(3)
|
Restructuring Costs –
The Company incurred $4.2 million of restructuring expenses for the
three months ended December 31, 2018 associated with its strategic
growth plan, of which $4.1 million related to product and other
expenses and $0.1 million related to severance expenses. The
Company incurred $37.9 million of restructuring expenses for the
year ended December 31, 2018 associated with its strategic growth
plan, of which $23.3 million related to product and other expenses,
$7.7 million related to equity-based compensation and professional
fees, and $6.9 million related to severance expenses.
|
(4)
|
Noncontrolling
interest – The weighted average noncontrolling ownership interest
of QualityTech, LP was 11.5%, 11.5% and 11.5% for the three months
ended December 31, 2018, September 30, 2018 and December 31, 2017,
respectively, and 11.5% and 12.0% for the years ended December 31,
2018 and 2017, respectively.
|
(5)
|
Basic and diluted net
income (loss) per share were calculated using the two-class
method.
|
Consolidated
Statements of Comprehensive Income
|
(in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
Year
Ended
|
|
|
December
31,
2018
|
|
September
30,
2018
|
|
December
31,
2017
|
|
December
31,
|
|
|
|
|
|
2018
|
|
2017
|
Net income
(loss)
|
|
$
|
6,402
|
|
$
|
(6,892)
|
|
$
|
(16,113)
|
|
$
|
(7,175)
|
|
$
|
1,457
|
Other comprehensive
income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in
fair value of interest rate swaps
|
|
|
(9,079)
|
|
|
1,429
|
|
|
3,234
|
|
|
895
|
|
|
1,449
|
Reclassification of
other comprehensive income to interest expense
|
|
|
(300)
|
|
|
(83)
|
|
|
—
|
|
|
110
|
|
|
—
|
Comprehensive income
(loss)
|
|
|
(2,977)
|
|
|
(5,546)
|
|
|
(12,879)
|
|
|
(6,170)
|
|
|
2,906
|
Comprehensive (income)
loss attributable to noncontrolling interests
|
|
|
343
|
|
|
639
|
|
|
1,577
|
|
|
711
|
|
|
(349)
|
Comprehensive income
(loss) attributable to QTS Realty Trust, Inc.
|
|
$
|
(2,634)
|
|
$
|
(4,907)
|
|
$
|
(11,302)
|
|
$
|
(5,459)
|
|
$
|
2,557
|
Reconciliations of Net Income to FFO, Operating FFO, Adjusted
Operating FFO, Core FFO, Core Operating FFO and Adjusted Core
Operating FFO
The Company considers funds from operations ("FFO"), to be a
supplemental measure of its performance which should be considered
along with, but not as an alternative to, net income (loss) and
cash provided by operating activities as a measure of operating
performance. The Company calculates FFO in accordance with the
standards established by the National Association of Real Estate
Investment Trusts ("NAREIT"). FFO represents net income (loss)
(computed in accordance with GAAP), adjusted to exclude gains (or
losses) from sales of property, real estate-related depreciation
and amortization and similar adjustments for unconsolidated
partnerships and joint ventures. The Company's management uses FFO
as a supplemental performance measure because, in excluding real
estate-related depreciation and amortization and gains and losses
from property dispositions, it provides a performance measure that,
when compared year over year, captures trends in occupancy rates,
rental rates and operating costs.
Due to the volatility and nature of certain significant charges
and gains recorded in the Company's operating results that
management believes are not reflective of its core operating
performance, management computes an adjusted measure of FFO, which
the Company refers to as Operating FFO. The Company generally
calculates Operating FFO as FFO excluding certain non-routine
charges and gains and losses that management believes are not
indicative of the results of the Company's operating real estate
portfolio. The Company believes that Operating FFO provides
investors with another financial measure that may facilitate
comparisons of operating performance between periods and, to the
extent other REITs calculate Operating FFO on a comparable basis,
between REITs.
Operating FFO and Adjusted Operating Funds From Operations
("Adjusted Operating FFO") are non-GAAP measures that are used as
supplemental operating measures and to provide additional
information to users of the financial statements. The Company
calculates Adjusted Operating FFO by adding or subtracting from
Operating FFO items such as: maintenance capital investment, paid
leasing commissions, amortization of deferred financing costs and
bond discount, non-real estate depreciation, straight line rent
adjustments, deferred taxes and non-cash compensation.
The Company offers these measures because it recognizes that
FFO, Operating FFO and Adjusted Operating FFO will be used by
investors as a basis to compare its operating performance with that
of other REITs. However, because FFO, Operating FFO and Adjusted
Operating FFO exclude real estate depreciation and amortization and
capture neither the changes in the value of the Company's
properties that result from use or market conditions, nor the level
of capital expenditures and capitalized leasing commissions
necessary to maintain the operating performance of its properties,
all of which have real economic effect and could materially impact
its financial condition, cash flows and results of operations, the
utility of FFO, Operating FFO and Adjusted Operating FFO as
measures of its operating performance is limited. The Company's
calculation of FFO may not be comparable to measures calculated by
other companies who do not use the NAREIT definition of FFO or do
not calculate FFO in accordance with NAREIT guidance. In addition,
the Company's calculations of FFO, Operating FFO and Adjusted
Operating FFO are not necessarily comparable to FFO, Operating FFO
and Adjusted Operating FFO as calculated by other REITs that do not
use the same definition or implementation guidelines or interpret
the standards differently from us. FFO, Operating FFO and Adjusted
Operating FFO are non-GAAP measures and should not be considered a
measure of the Company's results of operations or liquidity or as a
substitute for, or an alternative to, net income (loss), cash
provided by operating activities or any other performance measure
determined in accordance with GAAP, nor is it indicative of funds
available to fund its cash needs, including its ability to make
distributions to its stockholders.
Core FFO, Core Operating FFO and Adjusted Core Operating FFO
represent FFO, Operating FFO and Adjusted Operating FFO of the
Company's Core business, respectively, and are used as supplemental
performance measures because they reflect results of the portion of
the business the Company expected to retain following completion of
the strategic growth plan.
A reconciliation of net income (loss) to FFO, Operating FFO and
Adjusted Operating FFO on a Core and Non-Core basis is presented
below (unaudited and in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
December 31,
2018
|
|
September 30,
2018
|
|
December 31,
2017
|
|
Core
|
|
Non-Core
|
|
Total
|
|
Core
|
|
Non-Core
|
|
Total
|
|
Core
|
|
Non-Core
|
|
Total
|
FFO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
$
|
10,474
|
|
$
|
(4,072)
|
|
$
|
6,402
|
|
$
|
7,576
|
|
$
|
(14,468)
|
|
$
|
(6,892)
|
|
$
|
(11,009)
|
|
$
|
(5,104)
|
|
$
|
(16,113)
|
Real estate
depreciation and amortization
|
|
35,640
|
|
|
—
|
|
|
35,640
|
|
|
34,023
|
|
|
556
|
|
|
34,579
|
|
|
31,676
|
|
|
863
|
|
|
32,539
|
FFO
|
|
46,114
|
|
|
(4,072)
|
|
|
42,042
|
|
|
41,599
|
|
|
(13,912)
|
|
|
27,687
|
|
|
20,667
|
|
|
(4,241)
|
|
|
16,426
|
Preferred stock
dividends
|
|
(7,045)
|
|
|
—
|
|
|
(7,045)
|
|
|
(7,045)
|
|
|
—
|
|
|
(7,045)
|
|
|
—
|
|
|
—
|
|
|
—
|
FFO available to
common stockholders & OP unit holders
|
|
39,069
|
|
|
(4,072)
|
|
|
34,997
|
|
|
34,554
|
|
|
(13,912)
|
|
|
20,642
|
|
|
20,667
|
|
|
(4,241)
|
|
|
16,426
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt restructuring
costs
|
|
605
|
|
|
—
|
|
|
605
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,992
|
|
|
—
|
|
|
19,992
|
Restructuring
costs
|
|
138
|
|
|
4,108
|
|
|
4,246
|
|
|
—
|
|
|
13,737
|
|
|
13,737
|
|
|
—
|
|
|
—
|
|
|
—
|
Transaction,
integration and impairment costs
|
|
269
|
|
|
—
|
|
|
269
|
|
|
901
|
|
|
—
|
|
|
901
|
|
|
302
|
|
|
9,147
|
|
|
9,449
|
Tax benefit
associated with restructuring, transaction and integration
costs
|
|
—
|
|
|
(161)
|
|
|
(161)
|
|
|
—
|
|
|
(571)
|
|
|
(571)
|
|
|
—
|
|
|
—
|
|
|
—
|
Operating FFO
available to common stockholders & OP unit
holders*
|
|
40,081
|
|
|
(125)
|
|
|
39,956
|
|
|
35,455
|
|
|
(746)
|
|
|
34,709
|
|
|
40,961
|
|
|
4,906
|
|
|
45,867
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maintenance
Capex
|
|
(1,460)
|
|
|
—
|
|
|
(1,460)
|
|
|
(1,660)
|
|
|
—
|
|
|
(1,660)
|
|
|
(848)
|
|
|
—
|
|
|
(848)
|
Leasing commissions
paid
|
|
(5,204)
|
|
|
—
|
|
|
(5,204)
|
|
|
(5,212)
|
|
|
(249)
|
|
|
(5,461)
|
|
|
(5,840)
|
|
|
(459)
|
|
|
(6,299)
|
Amortization of
deferred financing costs and bond discount
|
|
974
|
|
|
—
|
|
|
974
|
|
|
959
|
|
|
—
|
|
|
959
|
|
|
925
|
|
|
—
|
|
|
925
|
Non real estate
depreciation and amortization
|
|
2,619
|
|
|
—
|
|
|
2,619
|
|
|
2,670
|
|
|
650
|
|
|
3,320
|
|
|
2,571
|
|
|
2,030
|
|
|
4,601
|
Straight line rent
revenue and expense and other
|
|
(1,958)
|
|
|
6
|
|
|
(1,952)
|
|
|
(1,013)
|
|
|
(54)
|
|
|
(1,067)
|
|
|
(1,329)
|
|
|
(725)
|
|
|
(2,054)
|
Tax expense (benefit)
from operating results
|
|
38
|
|
|
—
|
|
|
38
|
|
|
(409)
|
|
|
—
|
|
|
(409)
|
|
|
(3,879)
|
|
|
(495)
|
|
|
(4,374)
|
Equity-based
compensation expense
|
|
3,531
|
|
|
—
|
|
|
3,531
|
|
|
3,961
|
|
|
—
|
|
|
3,961
|
|
|
2,933
|
|
|
423
|
|
|
3,356
|
Adjusted Operating
FFO available to common stockholders & OP unit
holders*
|
$
|
38,621
|
|
$
|
(119)
|
|
$
|
38,502
|
|
$
|
34,751
|
|
$
|
(399)
|
|
$
|
34,352
|
|
$
|
35,494
|
|
$
|
5,680
|
|
$
|
41,174
|
|
*
The Company's calculations of Operating FFO and Adjusted
Operating FFO may not be comparable to Operating FFO and Adjusted
Operating FFO as calculated by other REITs that do not use the same
definition.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
Ended
|
|
December 31,
2018
|
|
December 31,
2017
|
|
Core
|
|
Non-Core
|
|
Total
|
|
Core
|
|
Non-Core
|
|
Total
|
FFO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
$
|
28,530
|
|
$
|
(35,705)
|
|
$
|
(7,175)
|
|
$
|
(4,611)
|
|
$
|
6,068
|
|
$
|
1,457
|
Real estate
depreciation and amortization
|
|
133,948
|
|
|
2,171
|
|
|
136,119
|
|
|
120,188
|
|
|
3,367
|
|
|
123,555
|
FFO
|
|
162,478
|
|
|
(33,534)
|
|
|
128,944
|
|
|
115,577
|
|
|
9,435
|
|
|
125,012
|
Preferred stock
dividends
|
|
(16,666)
|
|
|
—
|
|
|
(16,666)
|
|
|
—
|
|
|
—
|
|
|
—
|
FFO available to
common stockholders & OP unit holders
|
|
145,812
|
|
|
(33,534)
|
|
|
112,278
|
|
|
115,577
|
|
|
9,435
|
|
|
125,012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt restructuring
costs
|
|
605
|
|
|
—
|
|
|
605
|
|
|
19,992
|
|
|
—
|
|
|
19,992
|
Restructuring
costs
|
|
138
|
|
|
37,805
|
|
|
37,943
|
|
|
—
|
|
|
—
|
|
|
—
|
Transaction,
integration and impairment costs
|
|
2,743
|
|
|
—
|
|
|
2,743
|
|
|
1,913
|
|
|
9,147
|
|
|
11,060
|
Tax benefit
associated with restructuring, transaction and integration
costs
|
|
—
|
|
|
(2,408)
|
|
|
(2,408)
|
|
|
—
|
|
|
—
|
|
|
—
|
Operating FFO
available to common stockholders & OP unit
holders*
|
|
149,298
|
|
|
1,863
|
|
|
151,161
|
|
|
137,482
|
|
|
18,582
|
|
|
156,064
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maintenance
Capex
|
|
(6,662)
|
|
|
—
|
|
|
(6,662)
|
|
|
(5,009)
|
|
|
—
|
|
|
(5,009)
|
Leasing commissions
paid
|
|
(23,855)
|
|
|
(391)
|
|
|
(24,246)
|
|
|
(14,732)
|
|
|
(5,383)
|
|
|
(20,115)
|
Amortization of
deferred financing costs and bond discount
|
|
3,856
|
|
|
—
|
|
|
3,856
|
|
|
3,868
|
|
|
—
|
|
|
3,868
|
Non real estate
depreciation and amortization
|
|
9,577
|
|
|
4,195
|
|
|
13,772
|
|
|
8,635
|
|
|
8,734
|
|
|
17,369
|
Straight line rent
revenue and expense and other
|
|
(6,780)
|
|
|
10
|
|
|
(6,770)
|
|
|
(3,717)
|
|
|
(1,250)
|
|
|
(4,967)
|
Tax expense (benefit)
from operating results
|
|
(960)
|
|
|
—
|
|
|
(960)
|
|
|
(9,655)
|
|
|
(123)
|
|
|
(9,778)
|
Equity-based
compensation expense
|
|
14,972
|
|
|
—
|
|
|
14,972
|
|
|
12,191
|
|
|
1,672
|
|
|
13,863
|
Adjusted Operating
FFO available to common stockholders & OP unit
holders*
|
$
|
139,446
|
|
$
|
5,677
|
|
$
|
145,123
|
|
$
|
129,063
|
|
$
|
22,232
|
|
$
|
151,295
|
|
*
The Company's calculations of Operating FFO and Adjusted
Operating FFO may not be comparable to Operating FFO and Adjusted
Operating FFO as calculated by other REITs that do not use the same
definition.
|
Reconciliations of Net Income to EBITDAre, Adjusted
EBITDA, Core EBITDAre, and Core Adjusted EBITDA
The Company considers earnings before interest, taxes,
depreciation and amortization for real estate ("EBITDAre"),
to be a supplemental measure of its performance which should be
considered along with, but not as an alternative to, net income
(loss) and cash provided by operating activities as a measure of
operating performance. The Company calculates EBITDAre in
accordance with the standards established by the National
Association of Real Estate Investment Trusts ("NAREIT").
EBITDAre represents net income (loss) (computed in
accordance with GAAP), adjusted to exclude gains (or losses) from
sales of depreciated property, income tax expense (or benefit),
interest expense, depreciation and amortization, impairments of
depreciated property and unconsolidated partnerships and joint
ventures, and similar adjustments for unconsolidated partnerships
and joint ventures. The Company's management uses EBITDAre
as a supplemental performance measure because it provides a
performance measure that, when compared year over year, captures
the performance of the Company's operations by removing the impact
of capital structure (primarily interest expense) and asset base
charges (primarily depreciation and amortization) from its
operating results.
Due to the volatility and nature of certain significant charges
and gains recorded in the Company's operating results that
management believes are not reflective of its operating
performance, management computes an adjusted measure of
EBITDAre, which the Company refers to as Adjusted EBITDA.
The Company generally calculates Adjusted EBITDA excluding certain
non-routine charges, write off of unamortized deferred financing
costs, gains (losses) on extinguishment of debt, and transaction
and integration costs, in addition to non-cash recurring costs such
as equity-based compensation. The Company believes that Adjusted
EBITDA provides investors with another financial measure that may
facilitate comparisons of operating performance between periods
and, to the extent other REITs calculate Adjusted EBITDA on a
comparable basis, between REITs.
Management uses EBITDAre and Adjusted EBITDA as
supplemental performance measures as they provide useful measures
of assessing the Company's operating results. Other companies may
not calculate EBITDAre or Adjusted EBITDA in the same
manner. Accordingly, the Company's EBITDAre and Adjusted
EBITDA may not be comparable to others. EBITDAre and
Adjusted EBITDA should be considered only as supplements to net
income (loss) as measures of the Company's performance and should
not be used as substitutes for net income (loss), as measures of
its results of operations or liquidity or as an indications of
funds available to meet its cash needs, including its ability to
make distributions to its stockholders.
A reconciliation of net income (loss) to EBITDAre and
Adjusted EBITDA on a Core and Non-Core basis is presented below
(unaudited and in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
December 31,
2018
|
|
September 30,
2018
|
|
December 31,
2017
|
|
Core
|
|
Non-Core
|
|
Total
|
|
Core
|
|
Non-Core
|
|
Total
|
|
Core
|
|
Non-Core
|
|
Total
|
EBITDAre
and Adjusted EBITDA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
$
|
10,474
|
|
$
|
(4,072)
|
|
$
|
6,402
|
|
$
|
7,576
|
|
$
|
(14,468)
|
|
$
|
(6,892)
|
|
$
|
(11,009)
|
|
$
|
(5,104)
|
|
$
|
(16,113)
|
Interest
income
|
|
(58)
|
|
|
—
|
|
|
(58)
|
|
|
(66)
|
|
|
—
|
|
|
(66)
|
|
|
(1)
|
|
|
—
|
|
|
(1)
|
Interest
expense
|
|
6,050
|
|
|
—
|
|
|
6,050
|
|
|
6,384
|
|
|
2
|
|
|
6,386
|
|
|
8,049
|
|
|
—
|
|
|
8,049
|
Tax expense (benefit)
of taxable REIT subsidiaries
|
|
38
|
|
|
(161)
|
|
|
(123)
|
|
|
(409)
|
|
|
(571)
|
|
|
(980)
|
|
|
(3,879)
|
|
|
(495)
|
|
|
(4,374)
|
Depreciation and
amortization
|
|
38,259
|
|
|
—
|
|
|
38,259
|
|
|
36,693
|
|
|
1,206
|
|
|
37,899
|
|
|
34,247
|
|
|
2,893
|
|
|
37,140
|
Loss on disposition
of depreciated property and impairment write-downs of depreciated
property
|
|
—
|
|
|
1,288
|
|
|
1,288
|
|
|
—
|
|
|
7,409
|
|
|
7,409
|
|
|
—
|
|
|
4,219
|
|
|
4,219
|
EBITDAre
|
$
|
54,763
|
|
$
|
(2,945)
|
|
$
|
51,818
|
|
$
|
50,178
|
|
$
|
(6,422)
|
|
$
|
43,756
|
|
$
|
27,407
|
|
$
|
1,513
|
|
$
|
28,920
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt restructuring
costs
|
|
605
|
|
|
—
|
|
|
605
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,992
|
|
|
—
|
|
|
19,992
|
Equity-based
compensation expense
|
|
3,531
|
|
|
—
|
|
|
3,531
|
|
|
3,961
|
|
|
—
|
|
|
3,961
|
|
|
2,933
|
|
|
423
|
|
|
3,356
|
Restructuring
costs
|
|
138
|
|
|
2,820
|
|
|
2,958
|
|
|
—
|
|
|
6,328
|
|
|
6,328
|
|
|
—
|
|
|
—
|
|
|
—
|
Transaction,
integration and impairment costs
|
|
269
|
|
|
—
|
|
|
269
|
|
|
901
|
|
|
—
|
|
|
901
|
|
|
302
|
|
|
4,928
|
|
|
5,230
|
Adjusted
EBITDA
|
$
|
59,306
|
|
$
|
(125)
|
|
$
|
59,181
|
|
$
|
55,040
|
|
$
|
(94)
|
|
$
|
54,946
|
|
$
|
50,634
|
|
$
|
6,864
|
|
$
|
57,498
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
Ended
|
|
December 31,
2018
|
|
December 31,
2017
|
|
Core
|
|
Non-Core
|
|
Total
|
|
Core
|
|
Non-Core
|
|
Total
|
EBITDAre
and Adjusted EBITDA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
$
|
28,530
|
|
$
|
(35,705)
|
|
$
|
(7,175)
|
|
$
|
(4,611)
|
|
$
|
6,068
|
|
$
|
1,457
|
Interest
income
|
|
(150)
|
|
|
—
|
|
|
(150)
|
|
|
(67)
|
|
|
—
|
|
|
(67)
|
Interest
expense
|
|
28,736
|
|
|
13
|
|
|
28,749
|
|
|
30,497
|
|
|
26
|
|
|
30,523
|
Tax benefit of
taxable REIT subsidiaries
|
|
(960)
|
|
|
(2,408)
|
|
|
(3,368)
|
|
|
(9,655)
|
|
|
(123)
|
|
|
(9,778)
|
Depreciation and
amortization
|
|
143,525
|
|
|
6,366
|
|
|
149,891
|
|
|
128,823
|
|
|
12,101
|
|
|
140,924
|
Loss on disposition
of depreciated property and impairment write-downs of depreciated
property
|
|
—
|
|
|
15,836
|
|
|
15,836
|
|
|
—
|
|
|
4,219
|
|
|
4,219
|
EBITDAre
|
$
|
199,681
|
|
$
|
(15,898)
|
|
$
|
183,783
|
|
$
|
144,987
|
|
$
|
22,291
|
|
$
|
167,278
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt restructuring
costs
|
|
605
|
|
|
—
|
|
|
605
|
|
|
19,992
|
|
|
—
|
|
|
19,992
|
Equity-based
compensation expense
|
|
14,972
|
|
|
—
|
|
|
14,972
|
|
|
12,191
|
|
|
1,672
|
|
|
13,863
|
Restructuring
costs
|
|
138
|
|
|
21,969
|
|
|
22,107
|
|
|
—
|
|
|
—
|
|
|
—
|
Transaction,
integration and impairment costs
|
|
2,743
|
|
|
—
|
|
|
2,743
|
|
|
1,913
|
|
|
4,928
|
|
|
6,841
|
Adjusted
EBITDA
|
$
|
218,139
|
|
$
|
6,071
|
|
$
|
224,210
|
|
$
|
179,083
|
|
$
|
28,891
|
|
$
|
207,974
|
Reconciliations of Net Income to Net Operating Income (NOI)
and Core NOI
The Company calculates net operating income ("NOI") as net
income (loss) (computed in accordance with GAAP), excluding:
interest expense, interest income, tax expense (benefit) of taxable
REIT subsidiaries, depreciation and amortization, write off of
unamortized deferred financing costs, gain (loss) on extinguishment
of debt, transaction and integration costs, gain (loss) on sale of
real estate, restructuring costs and general and administrative
expenses. The Company allocates a management fee charge of 4% of
cash revenues for all facilities, with the exception of the leased
facilities acquired in 2015 which are allocated a charge of 10% of
cash revenues, as a property operating cost and a corresponding
reduction to general and administrative expense to cover the
day-to-day administrative costs to operate our data centers. The
management fee charge is reflected as a reduction to net operating
income.
Management uses NOI as a supplemental performance measure
because it provides a useful measure of the operating results from
its customer leases. In addition, management believes it is useful
to investors in evaluating and comparing the operating performance
of its properties and to compute the fair value of its properties.
The Company's NOI may not be comparable to other REITs' NOI as
other REITs may not calculate NOI in the same manner. NOI should be
considered only as a supplement to net income (loss) as a measure
of the Company's performance and should not be used as a measure of
results of operations or liquidity or as an indication of funds
available to meet cash needs, including the ability to make
distributions to stockholders. NOI is a measure of the operating
performance of the Company's properties and not of the Company's
performance as a whole. Core NOI represents NOI of the Company's
Core business and is used as a supplemental performance measure
because it reflects results of the portion of the business the
Company expected to retain following completion of the strategic
growth plan. NOI and Core NOI are therefore not substitutes for net
income (loss) as computed in accordance with GAAP.
A reconciliation of net income (loss) to NOI and Core NOI is
presented below (unaudited and in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
December 31,
2018
|
|
September 30,
2018
|
|
December 31,
2017
|
|
Core
|
|
Non-Core
|
|
Total
|
|
Core
|
|
Non-Core
|
|
Total
|
|
Core
|
|
Non-Core
|
|
Total
|
Net Operating
Income (NOI)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
$
|
10,474
|
|
$
|
(4,072)
|
|
$
|
6,402
|
|
$
|
7,576
|
|
$
|
(14,468)
|
|
$
|
(6,892)
|
|
$
|
(11,009)
|
|
$
|
(5,104)
|
|
$
|
(16,113)
|
Interest
income
|
|
(58)
|
|
|
—
|
|
|
(58)
|
|
|
(66)
|
|
|
—
|
|
|
(66)
|
|
|
(1)
|
|
|
—
|
|
|
(1)
|
Interest
expense
|
|
6,050
|
|
|
—
|
|
|
6,050
|
|
|
6,384
|
|
|
2
|
|
|
6,386
|
|
|
8,049
|
|
|
—
|
|
|
8,049
|
Depreciation and
amortization
|
|
38,259
|
|
|
—
|
|
|
38,259
|
|
|
36,693
|
|
|
1,206
|
|
|
37,899
|
|
|
34,247
|
|
|
2,893
|
|
|
37,140
|
Debt restructuring
costs
|
|
605
|
|
|
—
|
|
|
605
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,992
|
|
|
—
|
|
|
19,992
|
Tax expense (benefit)
of taxable REIT subsidiaries
|
|
38
|
|
|
(161)
|
|
|
(123)
|
|
|
(409)
|
|
|
(571)
|
|
|
(980)
|
|
|
(3,879)
|
|
|
(495)
|
|
|
(4,374)
|
Transaction,
integration and impairment costs
|
|
269
|
|
|
—
|
|
|
269
|
|
|
901
|
|
|
—
|
|
|
901
|
|
|
302
|
|
|
9,147
|
|
|
9,449
|
General and
administrative expenses
|
|
17,551
|
|
|
118
|
|
|
17,669
|
|
|
17,732
|
|
|
2,191
|
|
|
19,923
|
|
|
16,762
|
|
|
4,058
|
|
|
20,820
|
Restructuring
|
|
138
|
|
|
4,108
|
|
|
4,246
|
|
|
—
|
|
|
13,737
|
|
|
13,737
|
|
|
—
|
|
|
—
|
|
|
—
|
NOI
(1)
|
$
|
73,326
|
|
$
|
(7)
|
|
$
|
73,319
|
|
$
|
68,811
|
|
$
|
2,097
|
|
$
|
70,908
|
|
$
|
64,463
|
|
$
|
10,499
|
|
$
|
74,962
|
|
|
(1)
|
Includes facility
level G&A expense allocation charges of 4% of cash revenue for
all facilities, with the exception of the leased facilities
acquired in 2015, which include G&A expense allocation charges
of 10% of cash revenue. These allocated charges, with respect
to Core operations, aggregated to $5.1 million, $4.6 million and
$4.3 million for the three months ended December 31, 2018,
September 30, 2018 and December 31, 2017,
respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
Ended
|
|
December 31,
2018
|
|
December 31,
2017
|
|
Core
|
|
Non-Core
|
|
Total
|
|
Core
|
|
Non-Core
|
|
Total
|
Net Operating
Income (NOI)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
$
|
28,530
|
|
$
|
(35,705)
|
|
$
|
(7,175)
|
|
$
|
(4,611)
|
|
$
|
6,068
|
|
$
|
1,457
|
Interest
income
|
|
(150)
|
|
|
—
|
|
|
(150)
|
|
|
(67)
|
|
|
—
|
|
|
(67)
|
Interest
expense
|
|
28,736
|
|
|
13
|
|
|
28,749
|
|
|
30,497
|
|
|
26
|
|
|
30,523
|
Depreciation and
amortization
|
|
143,525
|
|
|
6,366
|
|
|
149,891
|
|
|
128,823
|
|
|
12,101
|
|
|
140,924
|
Debt restructuring
costs
|
|
605
|
|
|
—
|
|
|
605
|
|
|
19,992
|
|
|
—
|
|
|
19,992
|
Tax benefit of
taxable REIT subsidiaries
|
|
(960)
|
|
|
(2,408)
|
|
|
(3,368)
|
|
|
(9,655)
|
|
|
(123)
|
|
|
(9,778)
|
Transaction,
integration and impairment costs
|
|
2,743
|
|
|
—
|
|
|
2,743
|
|
|
1,913
|
|
|
9,147
|
|
|
11,060
|
General and
administrative expenses
|
|
71,401
|
|
|
9,456
|
|
|
80,857
|
|
|
67,740
|
|
|
19,491
|
|
|
87,231
|
Restructuring
|
|
138
|
|
|
37,805
|
|
|
37,943
|
|
|
—
|
|
|
—
|
|
|
—
|
NOI
(1)
|
$
|
274,568
|
|
$
|
15,527
|
|
$
|
290,095
|
|
$
|
234,632
|
|
$
|
46,710
|
|
$
|
281,342
|
|
|
(1)
|
Includes facility
level G&A expense allocation charges of 4% of cash revenue for
all facilities, with the exception of the leased facilities
acquired in 2015, which include G&A expense allocation charges
of 10% of cash revenue. These allocated charges, with respect
to Core operations, aggregated to $18.5 million and $15.9 million
for the years ended December 31, 2018 and 2017,
respectively.
|
Reconciliations of Total Revenues to Recognized MRR in the
period, MRR at period end, Core Recognized MRR in the period and
Core MRR at period end
The Company calculates MRR as monthly contractual revenue under
signed leases as of a particular date, which includes revenue from
its rental and cloud and managed services activities, but excludes
customer recoveries, deferred set-up fees, variable related
revenues, non-cash revenues and other one-time revenues. This
amount reflects the annualized cash rental payments. It does not
include the impact from booked-not-billed leases as of a particular
date, unless otherwise specifically noted.
Separately, the Company calculates recognized MRR as the
recurring revenue recognized during a given period, which includes
revenue from its rental and cloud and managed services activities,
but excludes customer recoveries, deferred set up fees, variable
related revenues, non-cash revenues and other one-time
revenues.
Management uses MRR, recognized MRR and Core MRR as supplemental
performance measures because they provide useful measures of
increases in contractual revenue from the Company's customer leases
and customer leases attributable to the Company's Core business.
MRR, recognized MRR and Core MRR should not be viewed by investors
as alternatives to actual monthly revenue, as determined in
accordance with GAAP. Other companies may not calculate MRR,
recognized MRR or Core MRR in the same manner. Accordingly, the
Company's MRR, recognized MRR and Core MRR may not be comparable to
other companies' MRR, recognized MRR and Core MRR. MRR, recognized
MRR and Core MRR should be considered only as supplements to total
revenues as a measure of its performance. MRR, recognized MRR and
Core MRR should not be used as measures of the Company's results of
operations or liquidity, nor is it indicative of funds available to
meet its cash needs, including its ability to make distributions to
its stockholders.
A reconciliation of total revenues to recognized MRR in the
period and MRR and Core MRR at period-end on a Core and Non-Core
basis is presented below (unaudited and in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
December 31,
2018
|
|
September 30,
2018
|
|
December 31,
2017
|
|
Core
|
|
Non-Core
|
|
Total
|
|
Core
|
|
Non-Core
|
|
Total
|
|
Core
|
|
Non-Core
|
|
Total
|
Recognized MRR in
the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total period
revenues
|
$
|
112,334
|
|
$
|
3
|
|
$
|
112,337
|
|
$
|
107,513
|
|
$
|
4,700
|
|
$
|
112,213
|
|
$
|
100,617
|
|
$
|
18,294
|
|
$
|
118,911
|
Less: Total period
recoveries
|
|
(11,629)
|
|
|
—
|
|
|
(11,629)
|
|
|
(11,800)
|
|
|
—
|
|
|
(11,800)
|
|
|
(11,053)
|
|
|
—
|
|
|
(11,053)
|
Total period deferred
setup fees
|
|
(3,104)
|
|
|
—
|
|
|
(3,104)
|
|
|
(3,174)
|
|
|
(101)
|
|
|
(3,275)
|
|
|
(2,714)
|
|
|
(265)
|
|
|
(2,979)
|
Total period straight
line rent and other
|
|
(4,465)
|
|
|
(34)
|
|
|
(4,499)
|
|
|
(1,701)
|
|
|
(2,171)
|
|
|
(3,872)
|
|
|
(7,551)
|
|
|
(1,891)
|
|
|
(9,442)
|
Recognized MRR in
the period
|
|
93,136
|
|
|
(31)
|
|
|
93,105
|
|
|
90,838
|
|
|
2,428
|
|
|
93,266
|
|
|
79,299
|
|
|
16,138
|
|
|
95,437
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MRR at period
end
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total period
revenues
|
$
|
112,334
|
|
$
|
3
|
|
$
|
112,337
|
|
$
|
107,513
|
|
$
|
4,700
|
|
$
|
112,213
|
|
$
|
100,617
|
|
$
|
18,294
|
|
$
|
118,911
|
Less: Total revenues
excluding last month
|
|
(73,852)
|
|
|
(2)
|
|
|
(73,854)
|
|
|
(71,443)
|
|
|
(4,416)
|
|
|
(75,859)
|
|
|
(66,550)
|
|
|
(12,196)
|
|
|
(78,746)
|
Total revenues for
last month of period
|
|
38,482
|
|
|
1
|
|
|
38,483
|
|
|
36,070
|
|
|
284
|
|
|
36,354
|
|
|
34,067
|
|
|
6,098
|
|
|
40,165
|
Less: Last month
recoveries
|
|
(3,822)
|
|
|
—
|
|
|
(3,822)
|
|
|
(3,896)
|
|
|
—
|
|
|
(3,896)
|
|
|
(3,175)
|
|
|
—
|
|
|
(3,175)
|
Last month deferred
setup fees
|
|
(1,015)
|
|
|
—
|
|
|
(1,015)
|
|
|
(1,095)
|
|
|
—
|
|
|
(1,095)
|
|
|
(1,035)
|
|
|
(88)
|
|
|
(1,123)
|
Last month straight
line rent and other
|
|
(2,504)
|
|
|
(1)
|
|
|
(2,505)
|
|
|
(979)
|
|
|
356
|
|
|
(623)
|
|
|
(2,682)
|
|
|
(1,477)
|
|
|
(4,159)
|
MRR at period
end
|
$
|
31,141
|
|
$
|
—
|
|
$
|
31,141
|
|
$
|
30,100
|
|
$
|
640
|
|
$
|
30,740
|
|
$
|
27,175
|
|
$
|
4,533
|
|
$
|
31,708
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
Ended
|
|
December 31,
2018
|
|
December 31,
2017
|
|
Core
|
|
Non-Core
|
|
Total
|
|
Core
|
|
Non-Core
|
|
Total
|
Recognized MRR in
the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total period
revenues
|
$
|
422,786
|
|
$
|
27,738
|
|
$
|
450,524
|
|
$
|
370,392
|
|
$
|
76,118
|
|
$
|
446,510
|
Less: Total period
recoveries
|
|
(45,386)
|
|
|
—
|
|
|
(45,386)
|
|
|
(37,797)
|
|
|
(89)
|
|
|
(37,886)
|
Total period deferred
setup fees
|
|
(12,239)
|
|
|
(236)
|
|
|
(12,475)
|
|
|
(9,726)
|
|
|
(964)
|
|
|
(10,690)
|
Total period straight
line rent and other
|
|
(12,087)
|
|
|
(5,061)
|
|
|
(17,148)
|
|
|
(17,358)
|
|
|
(5,490)
|
|
|
(22,848)
|
Recognized MRR in
the period
|
|
353,074
|
|
|
22,441
|
|
|
375,515
|
|
|
305,511
|
|
|
69,575
|
|
|
375,086
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MRR at period
end
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total period
revenues
|
$
|
422,786
|
|
$
|
27,738
|
|
$
|
450,524
|
|
$
|
370,392
|
|
$
|
76,118
|
|
$
|
446,510
|
Less: Total revenues
excluding last month
|
|
(384,304)
|
|
|
(27,737)
|
|
|
(412,041)
|
|
|
(336,325)
|
|
|
(70,020)
|
|
|
(406,345)
|
Total revenues for
last month of period
|
|
38,482
|
|
|
1
|
|
|
38,483
|
|
|
34,067
|
|
|
6,098
|
|
|
40,165
|
Less: Last month
recoveries
|
|
(3,822)
|
|
|
—
|
|
|
(3,822)
|
|
|
(3,175)
|
|
|
—
|
|
|
(3,175)
|
Last month deferred
setup fees
|
|
(1,015)
|
|
|
—
|
|
|
(1,015)
|
|
|
(1,035)
|
|
|
(88)
|
|
|
(1,123)
|
Last month straight
line rent and other
|
|
(2,504)
|
|
|
(1)
|
|
|
(2,505)
|
|
|
(2,682)
|
|
|
(1,477)
|
|
|
(4,159)
|
MRR at period
end
|
$
|
31,141
|
|
$
|
—
|
|
$
|
31,141
|
|
$
|
27,175
|
|
$
|
4,533
|
|
$
|
31,708
|
Core/Non-Core Reconciliations
In conjunction with its strategic growth plan announced in the
first quarter of 2018, QTS realigned its product offerings around
hyperscale and hybrid colocation, while exiting certain of its
Cloud and Managed Services offerings, primarily managed hosting, as
well as colocation revenue attached to certain customers in the
Cloud and Managed Services business that did not remain with QTS
post transition (collectively "Non-Core" operations). QTS has
realigned information included in this release to focus its key
performance metrics around its core business, which primarily
consists of its hyperscale and hybrid colocation businesses, along
with technology and services from its Cloud and Managed Services
business that support hyperscale and hybrid colocation customers
(collectively, the "Core" business), which together are the
Company's primary business following the completion of the
strategic growth plan which was completed as of December 31, 2018.
The table below includes certain non-GAAP financial measures,
separated on a Core / Non-Core basis, which management believes is
helpful to understanding the financial results of the Company's
Core business.
In order to bifurcate revenues and costs the Company utilized
the following methodology: for managed service revenue, QTS
identified the specific products that it divested in 2018, and
allocated their specific revenue to Non-Core operations; and for
customers that had Non-Core managed service revenue and also had
colocation revenue, the Company performed an analysis on a
customer-by-customer basis to determine the portion of colocation
revenue considered to be Non-Core.
For operating costs, the Company identified costs such as rent
expense, software licenses, communications expenses and repairs and
maintenance costs associated with servicing the aforementioned
Non-Core revenue and classified those costs as Non-Core.
For general and administrative costs, certain personnel costs,
including severance benefits and equity-based compensation, that
were associated with personnel impacted by the strategic growth
plan have been reclassified to restructuring costs. For current and
prior periods Non-Core personnel costs associated with wages and
salaries were not reclassified to restructuring cost but are shown
in their respective line items as Non-Core. QTS identified the
software costs, communications expense and other similar general
and administrative costs that are utilized to support the
aforementioned revenue and reclassified those costs to Non-Core
accordingly.
For depreciation costs, the Company identified the equipment
that services the impacted customers, which QTS expected to dispose
of in the transaction, and reclassified the associated depreciation
costs to Non-Core. Write-offs of capitalized equipment or other
capitalized costs that QTS has abandoned have been reclassified to
restructuring costs.
Below is selected financial data depicting Core and Non-Core
reconciliations (unaudited and in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
Three Months
Ended
|
|
Three Months
Ended
|
|
|
December 31,
2018
|
|
September 30,
2018
|
|
December 31,
2017
|
Selected Income
Statement Data
|
|
Core
|
|
Non-Core
|
|
Total
|
|
Core
|
|
Non-Core
|
|
Total
|
|
Core
|
|
Non-Core
|
|
Total
|
Total
Revenues
|
|
$
|
112,334
|
|
$
|
3
|
|
$
|
112,337
|
|
$
|
107,513
|
|
$
|
4,700
|
|
$
|
112,213
|
|
$
|
100,617
|
|
$
|
18,294
|
|
$
|
118,911
|
Less: Operating costs
(1)
|
|
|
39,008
|
|
|
10
|
|
|
39,018
|
|
|
38,702
|
|
|
2,603
|
|
|
41,305
|
|
|
36,154
|
|
|
7,795
|
|
|
43,949
|
Net operating
income
|
|
|
73,326
|
|
|
(7)
|
|
|
73,319
|
|
|
68,811
|
|
|
2,097
|
|
|
70,908
|
|
|
64,463
|
|
|
10,499
|
|
|
74,962
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: General &
administrative expenses (excluding equity-based compensation
expense)
|
|
|
14,020
|
|
|
118
|
|
|
14,138
|
|
|
13,771
|
|
|
2,191
|
|
|
15,962
|
|
|
13,829
|
|
|
3,635
|
|
|
17,464
|
Adjusted
EBITDA
|
|
|
59,306
|
|
|
(125)
|
|
|
59,181
|
|
|
55,040
|
|
|
(94)
|
|
|
54,946
|
|
|
50,634
|
|
|
6,864
|
|
|
57,498
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity-based
compensation expense
|
|
|
3,531
|
|
|
—
|
|
|
3,531
|
|
|
3,961
|
|
|
—
|
|
|
3,961
|
|
|
2,933
|
|
|
423
|
|
|
3,356
|
Interest
income
|
|
|
(58)
|
|
|
—
|
|
|
(58)
|
|
|
(66)
|
|
|
—
|
|
|
(66)
|
|
|
(1)
|
|
|
—
|
|
|
(1)
|
Interest
expense
|
|
|
6,050
|
|
|
—
|
|
|
6,050
|
|
|
6,384
|
|
|
2
|
|
|
6,386
|
|
|
8,049
|
|
|
—
|
|
|
8,049
|
Tax expense (benefit)
from operating results
|
|
|
38
|
|
|
—
|
|
|
38
|
|
|
(409)
|
|
|
—
|
|
|
(409)
|
|
|
(3,879)
|
|
|
(495)
|
|
|
(4,374)
|
Non real estate
depreciation and amortization
|
|
|
2,619
|
|
|
—
|
|
|
2,619
|
|
|
2,670
|
|
|
650
|
|
|
3,320
|
|
|
2,571
|
|
|
2,030
|
|
|
4,601
|
Preferred stock
dividends
|
|
|
7,045
|
|
|
—
|
|
|
7,045
|
|
|
7,045
|
|
|
—
|
|
|
7,045
|
|
|
—
|
|
|
—
|
|
|
—
|
Operating FFO
available to common stockholders & OP unit holders
|
|
|
40,081
|
|
|
(125)
|
|
|
39,956
|
|
|
35,455
|
|
|
(746)
|
|
|
34,709
|
|
|
40,961
|
|
|
4,906
|
|
|
45,867
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OFFO per
share
|
|
|
0.69
|
|
|
(0.00)
|
|
|
0.69
|
|
|
0.61
|
|
|
(0.01)
|
|
|
0.60
|
|
|
0.71
|
|
|
0.08
|
|
|
0.79
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction,
integration and impairment costs
|
|
|
(269)
|
|
|
—
|
|
|
(269)
|
|
|
(901)
|
|
|
—
|
|
|
(901)
|
|
|
(302)
|
|
|
(9,147)
|
|
|
(9,449)
|
Restructuring
costs
|
|
|
(138)
|
|
|
(4,108)
|
|
|
(4,246)
|
|
|
—
|
|
|
(13,737)
|
|
|
(13,737)
|
|
|
—
|
|
|
—
|
|
|
—
|
Debt restructuring
costs
|
|
|
(605)
|
|
|
—
|
|
|
(605)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,992)
|
|
|
—
|
|
|
(19,992)
|
Tax benefit
associated with restructuring, transaction and integration
costs
|
|
|
—
|
|
|
161
|
|
|
161
|
|
|
—
|
|
|
571
|
|
|
571
|
|
|
—
|
|
|
—
|
|
|
—
|
Real estate
depreciation and amortization
|
|
|
(35,640)
|
|
|
—
|
|
|
(35,640)
|
|
|
(34,023)
|
|
|
(556)
|
|
|
(34,579)
|
|
|
(31,676)
|
|
|
(863)
|
|
|
(32,539)
|
Preferred stock
dividends
|
|
|
7,045
|
|
|
—
|
|
|
7,045
|
|
|
7,045
|
|
|
—
|
|
|
7,045
|
|
|
—
|
|
|
—
|
|
|
—
|
Net income
(loss)
|
|
$
|
10,474
|
|
$
|
(4,072)
|
|
$
|
6,402
|
|
$
|
7,576
|
|
$
|
(14,468)
|
|
$
|
(6,892)
|
|
$
|
(11,009)
|
|
$
|
(5,104)
|
|
$
|
(16,113)
|
|
|
(1)
|
Consists of property
operating costs as well as real estate taxes and
insurance.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
Ended
|
|
Year
Ended
|
|
|
December 31,
2018
|
|
December 31,
2017
|
Selected Income
Statement Data
|
|
Core
|
|
Non-Core
|
|
Total
|
|
Core
|
|
Non-Core
|
|
Total
|
Total
Revenues
|
|
$
|
422,786
|
|
$
|
27,738
|
|
$
|
450,524
|
|
$
|
370,392
|
|
$
|
76,118
|
|
$
|
446,510
|
Less: Operating costs
(1)
|
|
|
148,218
|
|
|
12,211
|
|
|
160,429
|
|
|
135,760
|
|
|
29,408
|
|
|
165,168
|
Net operating
income
|
|
|
274,568
|
|
|
15,527
|
|
|
290,095
|
|
|
234,632
|
|
|
46,710
|
|
|
281,342
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: General &
administrative expenses (excluding equity-based compensation
expense)
|
|
|
56,429
|
|
|
9,456
|
|
|
65,885
|
|
|
55,549
|
|
|
17,819
|
|
|
73,368
|
Adjusted
EBITDA
|
|
|
218,139
|
|
|
6,071
|
|
|
224,210
|
|
|
179,083
|
|
|
28,891
|
|
|
207,974
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity-based
compensation expense
|
|
|
14,972
|
|
|
—
|
|
|
14,972
|
|
|
12,191
|
|
|
1,672
|
|
|
13,863
|
Interest
income
|
|
|
(150)
|
|
|
—
|
|
|
(150)
|
|
|
(67)
|
|
|
—
|
|
|
(67)
|
Interest
expense
|
|
|
28,736
|
|
|
13
|
|
|
28,749
|
|
|
30,497
|
|
|
26
|
|
|
30,523
|
Tax benefit from
operating results
|
|
|
(960)
|
|
|
—
|
|
|
(960)
|
|
|
(9,655)
|
|
|
(123)
|
|
|
(9,778)
|
Non real estate
depreciation and amortization
|
|
|
9,577
|
|
|
4,195
|
|
|
13,772
|
|
|
8,635
|
|
|
8,734
|
|
|
17,369
|
Preferred stock
dividends
|
|
|
16,666
|
|
|
—
|
|
|
16,666
|
|
|
—
|
|
|
—
|
|
|
—
|
Operating FFO
available to common stockholders & OP unit holders
|
|
|
149,298
|
|
|
1,863
|
|
|
151,161
|
|
|
137,482
|
|
|
18,582
|
|
|
156,064
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OFFO per
share
|
|
|
2.57
|
|
|
0.03
|
|
|
2.60
|
|
|
2.43
|
|
|
0.33
|
|
|
2.76
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction,
integration and impairment costs
|
|
|
(2,743)
|
|
|
—
|
|
|
(2,743)
|
|
|
(1,913)
|
|
|
(9,147)
|
|
|
(11,060)
|
Restructuring
costs
|
|
|
(138)
|
|
|
(37,805)
|
|
|
(37,943)
|
|
|
—
|
|
|
—
|
|
|
—
|
Debt restructuring
costs
|
|
|
(605)
|
|
|
—
|
|
|
(605)
|
|
|
(19,992)
|
|
|
—
|
|
|
(19,992)
|
Tax benefit associated
with restructuring, transaction and integration costs
|
|
|
—
|
|
|
2,408
|
|
|
2,408
|
|
|
—
|
|
|
—
|
|
|
—
|
Real estate
depreciation and amortization
|
|
|
(133,948)
|
|
|
(2,171)
|
|
|
(136,119)
|
|
|
(120,188)
|
|
|
(3,367)
|
|
|
(123,555)
|
Preferred stock
dividends
|
|
|
16,666
|
|
|
—
|
|
|
16,666
|
|
|
—
|
|
|
—
|
|
|
—
|
Net income
(loss)
|
|
$
|
28,530
|
|
$
|
(35,705)
|
|
$
|
(7,175)
|
|
$
|
(4,611)
|
|
$
|
6,068
|
|
$
|
1,457
|
|
|
(1)
|
Consists of property
operating costs as well as real estate taxes and
insurance.
|
View original
content:http://www.prnewswire.com/news-releases/qts-reports-fourth-quarter-and-full-year-2018-operating-results-300801508.html
SOURCE QTS Realty Trust, Inc.