OVERLAND PARK, Kan.,
Aug. 3, 2021 /PRNewswire/ -- QTS
Realty Trust, Inc. ("QTS" or the "Company") (NYSE: QTS) today
announced operating results for the second quarter ended
June 30, 2021.
Second Quarter GAAP & Other Highlights
|
Three
Months Ended
|
|
Six Months
Ended
|
|
June
30,
|
|
June
30,
|
($ in thousands
except per share data)
|
2021
|
|
2020
|
|
2021
|
|
2020
|
Total
revenue
|
$
|
155,220
|
|
|
$
|
131,640
|
|
|
$
|
303,952
|
|
|
$
|
257,932
|
|
Net income
|
$
|
4,199
|
|
|
$
|
10,209
|
|
|
$
|
12,117
|
|
|
$
|
18,329
|
|
Net income (loss)
attributable to common stockholders
|
$
|
(2,595)
|
|
|
$
|
2,847
|
|
|
$
|
(1,801)
|
|
|
$
|
3,812
|
|
Net loss per share
attributable to basic common shares (1)
|
$
|
(0.08)
|
|
|
$
|
(0.05)
|
|
|
$
|
(0.15)
|
|
|
$
|
(0.06)
|
|
Net loss per share
attributable to diluted common shares (1)
|
$
|
(0.08)
|
|
|
$
|
(0.05)
|
|
|
$
|
(0.15)
|
|
|
$
|
(0.06)
|
|
FFO available to
common stockholders & OP unit holders (2)
|
$
|
53,377
|
|
|
$
|
48,349
|
|
|
$
|
107,895
|
|
|
$
|
92,079
|
|
_________________________
|
(1) Basic and diluted net
loss per share were calculated using the two-class
method.
|
(2) Includes QTS' pro rata
share of results from its unconsolidated entity.
|
Additional Second Quarter Highlights
- Recognized total consolidated revenues of $155.2 million for the quarter ended June 30, 2021, an increase of 17.9% compared to
the same period in 2020. Total consolidated revenues do not include
QTS' pro rata share of revenue attributable to its unconsolidated
joint venture of $2.3 million and
$1.7 million for the quarters ended
June 30, 2021 and 2020,
respectively.
- Reported Adjusted EBITDA of $87.7
million for the quarter ended June
30, 2021, an increase of 20.4% compared to Adjusted EBITDA
of $72.8 million for the same period
in 2020.
- Reported Operating FFO available to common stockholders and OP
unit holders of $61.8 million for the
quarter ended June 30, 2021, an
increase of 26.8% compared to Operating FFO available to common
stockholders and OP unit holders of $48.7
million for the same period in 2020.
- Reported Operating FFO per fully diluted share of $0.78 for the quarter ended June 30, 2021, an increase of 12.0% compared to
Operating FFO per fully diluted share of $0.70 in the same period of 2020.
- Signed new and modified renewal leases during the second
quarter of 2021 aggregating to $26.7
million of incremental annualized rent, net of
downgrades.
- The Company's annualized backlog on a GAAP rent basis was
$89.5 million as of June 30, 2021, compared to $80.8 million as of March
31, 2021. In addition, the Company's annualized backlog on a
cash rent basis was $158.2 million as
of June 30, 2021, compared to
$152.3 million as of March 31, 2021.
"QTS' strong second quarter results demonstrate the continued
momentum of our platform. We remain focused on executing our
business plan, leveraging our core differentiators to grow our
market share at attractive returns on invested capital," said
Chad Williams, Chairman and CEO of
QTS.
Williams added, "We believe the announced acquisition of QTS by
Blackstone represents a strong return for shareholders while
positioning QTS to achieve our strategic objectives in our next
phase of growth. I would like to thank each of our QTS employees
for their continued commitment to setting a world-class standard of
service to our customers, communities and each other which has
positioned QTS to enter into this transformative
transaction."
Pending Acquisition by Blackstone
As previously announced, on June 7,
2021, the Company and QualityTech, LP, its operating
partnership, entered into an agreement and plan of merger ("Merger
Agreement") with Volt Upper Holdings LLC, a Delaware limited liability company ("Parent"),
Volt Lower Holdings LLC, a Delaware limited liability company ("Merger
Sub I"), and Volt Acquisition LP, a Delaware limited partnership ("Merger Sub
II"). Parent, Merger Sub I and Merger Sub II are affiliates of The
Blackstone Group Inc. Pursuant to the Merger Agreement (i) Merger
Sub II shall merge with and into the Operating Partnership (the
"partnership merger") with the Operating Partnership being the
surviving entity and immediately following the consummation of the
partnership merger (ii) the Company shall merge with and into
Merger Sub I (the "Company merger"), with Merger Sub I being the
surviving entity. Pursuant to the Merger Agreement (i) the
outstanding shares of common stock of the Company will be acquired
for $78 per share in an all-cash
transaction, (ii) the outstanding shares of Series A Preferred
Stock (other than shares owned by Parent, Merger Sub I or any
subsidiary of Parent, the Company or Merger Sub I (such shares,
"Excluded Shares")) shall be automatically converted into the right
to receive an amount in cash equal to $25.00 plus any accrued and unpaid dividends,
without interest and (iii) the outstanding shares of Series B
Preferred Stock (other than Excluded Shares) shall be automatically
converted into one Series A preferred unit of Merger Sub I, which
shall have terms materially the same as the Series B Preferred
Stock and may be converted during the specified period following
the partnership merger at the holder's election in accordance with
the terms of such securities.
The Company merger, partnership merger and the other
transactions contemplated by the Merger Agreement (the "Merger
Transactions") are subject to customary closing conditions,
including approval by the Company's common stockholders at a
special meeting to be held on August 26,
2021. The Merger Transactions are expected to close on the
third business day after the conditions to closing are satisfied or
waived, including approval of the Company's stockholders of the
merger and other transactions contemplated by the Merger Agreement.
The Company can provide no assurances regarding whether the Merger
Transactions will close as expected during the third quarter of
2021, or at all. The board of directors of the Company has
unanimously approved the Merger Agreement, and has recommended
approval of the merger, and the other transactions contemplated by
the Merger Agreement, by the Company's stockholders.
Leasing Activity
During the quarter ended June 30, 2021, QTS entered into
new and modified renewal leases aggregating to $26.7 million of incremental annualized rent. The
Company's second quarter leasing performance was driven by several
multi-megawatt leases signed in its hyperscale product offering,
combined with continued steady performance in its hybrid colocation
product offering. Annualized rent per leased square foot for new
and modified renewal leases during the second quarter was
$277. Lower annualized rent per
leased square foot in the second quarter relative to the prior four
quarter average was primarily driven by a larger hyperscale lease
which was structured as a triple-net lease, whereby certain QTS
operating costs associated with the customer's deployment are
recovered from the customer and not directly factored into the base
rent. Excluding the impact of this lease, annualized rent per
leased square foot during the second quarter would have been
approximately $326.
During the quarter ended June 30, 2021, QTS renewed leases
with total annualized rent of $14.6 million at an average rent per square
foot which was 7.4% higher than the annualized rent prior to their
renewals. The increase in the renewal rate of 7.4% was primarily
attributable to a large number of hybrid colocation renewals with
power and connectivity increases upon renewal. The Company expects
renewal rates will generally increase in the low to mid-single
digit percentage range.
Rental Churn (which the Company defines as MRR lost in the
period to a customer intending to fully exit the QTS platform in
the near term compared to total MRR at the beginning of the period)
was 0.5% for the three months ended June 30, 2021 and 1.2% for
the six months ended June 30, 2021.
As of June 30, 2021, the Company's backlog (which
represents MRR, excluding cost recoveries, for customer leases that
have been signed but have not yet commenced as of period end) on a
GAAP rent basis represented $7.5
million, or $89.5 million of
annualized GAAP rent, compared to $6.7
million, or $80.8 million of
annualized GAAP rent at March 31,
2021. Of the Company's June 30, 2021 annualized backlog
of GAAP rent of $89.5 million,
$35.9 million was expected to
commence in 2021 (expected to contribute an incremental
$10.8 million to MRR in 2021),
$27.1 million was expected to
commence in 2022 (expected to contribute an incremental
$20.2 million to MRR in 2022),
and $26.4 million was expected
to commence in years thereafter. As of June 30, 2021, the
Company's annualized backlog on a cash rent basis was $158.2 million, of which $60.1 million was expected to commence in 2021
(expected to contribute an incremental $17.1
million to MRR in 2021), $43.9
million was expected to commence in 2022 (expected to
contribute an incremental $29.7
million to MRR in 2022), and $54.2
million was expected to commence in years thereafter.
Development
During the quarter ended June 30, 2021, the Company brought
online approximately 22 megawatts of gross power and approximately
88,000 net rentable square feet ("NRSF") of raised floor at its
Atlanta (DC - 2), Ashburn (DC - 2), Chicago, Hillsboro and Santa Clara facilities at an
aggregate cost of approximately $135.3 million (excluding customer specific
capital and leasing commissions).
During the second quarter of 2021, the Company's significant
development activity continued at the Manassas (DC - 2), Ashburn (DC - 1), Atlanta (DC - 2), Richmond, Piscataway, Hillsboro, Fort
Worth, and Irving
facilities to have space ready for customers in 2021 and
beyond.
Balance Sheet and Liquidity
During 2020 and 2021, QTS issued shares on a forward basis
through its "at-the-market" equity offering programs and via an
underwritten offering in June 2020.
During the three months ended June 30,
2021, QTS settled 8.2 million shares of forward stock,
representing all remaining outstanding forward stock sales from the
"at-the-market" equity offering programs and the June 2020 underwritten offering, generating net
proceeds of approximately $490.9
million.
As of June 30, 2021, the Company's total net indebtedness,
inclusive of its pro rata share of joint venture net debt, was
approximately $1.6 billion,
resulting in a net debt to annualized Adjusted EBITDA ratio of
4.6x.
As of June 30, 2021, the Company's total available
liquidity was approximately $929.4 million, comprised of $901.3 million of available capacity under
the Company's unsecured revolving credit facility and approximately
$28.1 million of cash and cash
equivalents.
Novel Coronavirus (COVID-19)
QTS continues to actively monitor developments with respect to
COVID-19 and has taken numerous actions based on corporate policies
specifically focusing on the safety and wellness of its customers,
partners, and employees, as well as providing continuous and
resilient services. Although the COVID-19 pandemic has caused
significant disruptions to the United
States and global economy and has contributed to significant
volatility in financial markets, as of the date of this report,
these developments have not had a known material adverse effect on
the Company's business. As of the date of this report, each of the
Company's data centers in North
America and Europe is fully
operational and operating in accordance with the Company's business
continuity plans. Across each of the respective jurisdictions in
which the Company operates, the Company's business has been deemed
essential operations, which has allowed the Company to remain fully
staffed with critical personnel in place to continue to provide
service and support for its customers.
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 provides 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.
About QTS
QTS Realty Trust, Inc. (NYSE: QTS) is a leading provider of data
center solutions across a diverse footprint spanning more than 7
million square feet of owned data center space throughout primarily
North America and Europe. 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 28 data
centers and supports more than 1,200 customers primarily in
North America and Europe.
QTS Investor Relations Contact
Stephen Douglas – EVP –
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 COVID-19 pandemic, its impact on the Company and the Company's
response thereto, the pending acquisition of the Company and
to the Company's strategy, plans, intentions, capital resources,
liquidity, 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.
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 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: the ability of
the Company to obtain stockholder approval required to consummate
the proposed acquisition of the Company (the "transaction"); the
satisfaction or waiver of other conditions to closing in the
definitive agreement for the proposed transaction; unanticipated
difficulties or expenditures relating to the proposed transaction;
the response of customers and business partners to the announcement
of the proposed transaction; potential difficulties in employee
retention as a result of the proposed transaction; the occurrence
of any event, change or other circumstances that could give rise to
the termination of the proposed transaction; the outcome of legal
proceedings instituted against the Company, its directors and
others related to the proposed transaction; 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; risks related to the COVID-19
pandemic, including, but not limited to, the risk of business
and/or operational disruptions, disruption of the Company's
customers' businesses that could affect their ability to make
rental payments to the Company, supply chain disruptions and delays
in the construction or development of the Company's data centers;
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, 2020, and
other periodic reports the Company files with the Securities and
Exchange Commission, many of which should be interpreted as being
heightened as a result of the ongoing COVID-19 pandemic and the
actions taken to contain the pandemic or mitigate its impact.
Consolidated Balance
Sheets
|
|
(unaudited and in
thousands except share data)
|
|
June 30, 2021
(1)
|
|
December 31, 2020
(1)
|
ASSETS
|
|
|
|
Real Estate
Assets
|
|
|
|
Land
|
$
|
175,348
|
|
|
$
|
165,109
|
|
Buildings,
improvements and equipment
|
3,138,583
|
|
|
2,839,261
|
|
Less: Accumulated
depreciation
|
(789,192)
|
|
|
(702,944)
|
|
|
2,524,739
|
|
|
2,301,426
|
|
Construction in
progress (2)
|
1,214,794
|
|
|
1,028,765
|
|
Real Estate Assets,
net
|
3,739,533
|
|
|
3,330,191
|
|
Investments in
unconsolidated entity
|
12,430
|
|
|
22,608
|
|
Operating lease
right-of-use assets, net
|
48,342
|
|
|
51,342
|
|
Cash and cash
equivalents
|
28,068
|
|
|
22,775
|
|
Rents and other
receivables, net
|
134,870
|
|
|
107,563
|
|
Acquired intangibles,
net
|
62,093
|
|
|
68,090
|
|
Deferred costs, net
(3)
|
69,133
|
|
|
63,689
|
|
Prepaid
expenses
|
12,310
|
|
|
10,253
|
|
Goodwill
|
173,843
|
|
|
173,843
|
|
Other assets, net
(4)
|
53,967
|
|
|
48,218
|
|
TOTAL
ASSETS
|
$
|
4,334,589
|
|
|
$
|
3,898,572
|
|
LIABILITIES
|
|
|
|
Unsecured term loans
and revolver, net (5)
|
$
|
1,038,833
|
|
|
$
|
1,335,241
|
|
Senior notes, net of
debt issuance costs (5)
|
493,016
|
|
|
492,534
|
|
Finance
leases
|
42,395
|
|
|
41,718
|
|
Operating lease
liabilities
|
54,629
|
|
|
58,005
|
|
Accounts payable and
accrued liabilities
|
240,738
|
|
|
187,270
|
|
Dividends and
distributions payable
|
45,248
|
|
|
39,373
|
|
Advance rents,
security deposits and other liabilities
|
19,818
|
|
|
19,850
|
|
Derivative
liabilities
|
35,173
|
|
|
53,722
|
|
Deferred income
taxes
|
948
|
|
|
810
|
|
Deferred
income
|
114,978
|
|
|
85,351
|
|
TOTAL
LIABILITIES
|
2,085,776
|
|
|
2,313,874
|
|
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
June 30, 2021 and December 31, 2020, respectively
(6)
|
103,212
|
|
|
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 June 30, 2021 and
December 31, 2020, respectively (7)
|
304,223
|
|
|
304,223
|
|
Common
stock: $0.01 par value, 450,133,000 shares
authorized, 77,030,269 and 64,580,118 issued and outstanding as of
June 30, 2021 and December 31, 2020, respectively
|
770
|
|
|
646
|
|
Additional paid-in
capital
|
2,305,032
|
|
|
1,622,857
|
|
Accumulated other
comprehensive loss
|
(31,638)
|
|
|
(50,451)
|
|
Accumulated dividends
in excess of earnings
|
(574,756)
|
|
|
(504,313)
|
|
Total stockholders'
equity
|
2,106,843
|
|
|
1,476,174
|
|
Noncontrolling
interests
|
141,970
|
|
|
108,524
|
|
TOTAL
EQUITY
|
2,248,813
|
|
|
1,584,698
|
|
TOTAL LIABILITIES AND
EQUITY
|
$
|
4,334,589
|
|
|
$
|
3,898,572
|
|
_________________________
|
(1)
|
The balance sheets at
June 30, 2021 and December 31, 2020, have 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 June 30,
2021, construction in progress included $229.5 million related
to land holdings for which the initiation of development activities
has begun to prepare the property for its intended use.
|
(3)
|
As of June 30,
2021 and December 31, 2020, deferred costs, net included
$5.0 million and $6.0 million of deferred financing costs
net of amortization, respectively, and $64.1 million and
$57.7 million of deferred leasing costs net of amortization,
respectively.
|
(4)
|
As of June 30,
2021 and December 31, 2020, other assets, net included
$47.4 million and $44.8 million of corporate fixed
assets, respectively, primarily relating to corporate offices,
leasehold improvements and product related assets.
|
(5)
|
Debt issuance costs,
net related to the senior notes and term loans aggregating to
$13.3 million and $14.6 million at June 30, 2021 and
December 31, 2020, respectively, have been netted against the
related debt liability line items for both periods
presented.
|
(6)
|
As of June 30,
2021, 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 June 30,
2021, 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
|
|
(unaudited and in
thousands except share and per share data)
|
|
|
Three Months
Ended
|
|
Six Months
Ended
|
|
June
30,
|
|
March
31,
|
|
June
30,
|
|
June
30,
|
|
2021
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
Revenues:
|
|
|
|
|
|
|
|
|
|
Rental
(1)
|
$
|
150,807
|
|
|
$
|
144,308
|
|
|
$
|
125,996
|
|
|
$
|
295,115
|
|
|
$
|
246,077
|
|
Other
(2)
|
4,413
|
|
|
4,424
|
|
|
5,644
|
|
|
8,837
|
|
|
11,855
|
|
Total
revenues
|
155,220
|
|
|
148,732
|
|
|
131,640
|
|
|
303,952
|
|
|
257,932
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
Property operating
costs
|
45,704
|
|
|
46,284
|
|
|
40,349
|
|
|
91,988
|
|
|
81,130
|
|
Real estate taxes and
insurance
|
5,788
|
|
|
5,022
|
|
|
4,106
|
|
|
10,810
|
|
|
8,017
|
|
Depreciation and
amortization
|
58,255
|
|
|
55,506
|
|
|
47,554
|
|
|
113,761
|
|
|
92,624
|
|
General and
administrative
|
24,476
|
|
|
23,641
|
|
|
21,391
|
|
|
48,117
|
|
|
42,074
|
|
Transaction and
integration costs
|
8,391
|
|
|
1,516
|
|
|
381
|
|
|
9,907
|
|
|
597
|
|
Total operating
expenses
|
142,614
|
|
|
131,969
|
|
|
113,781
|
|
|
274,583
|
|
|
224,442
|
|
Operating
income
|
12,606
|
|
|
16,763
|
|
|
17,859
|
|
|
29,369
|
|
|
33,490
|
|
Other income and
expense:
|
|
|
|
|
|
|
|
|
|
Interest
income
|
1
|
|
|
—
|
|
|
2
|
|
|
1
|
|
|
2
|
|
Interest
expense
|
(7,452)
|
|
|
(8,148)
|
|
|
(6,924)
|
|
|
(15,600)
|
|
|
(14,086)
|
|
Other
income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
159
|
|
Equity in net loss of
unconsolidated entity
|
(705)
|
|
|
(559)
|
|
|
(590)
|
|
|
(1,264)
|
|
|
(1,267)
|
|
Income before
taxes
|
4,450
|
|
|
8,056
|
|
|
10,347
|
|
|
12,506
|
|
|
18,298
|
|
Tax benefit
(expense)
|
(251)
|
|
|
(138)
|
|
|
(138)
|
|
|
(389)
|
|
|
31
|
|
Net income
|
4,199
|
|
|
7,918
|
|
|
10,209
|
|
|
12,117
|
|
|
18,329
|
|
Net (income) loss
attributable to noncontrolling interests (3)
|
251
|
|
|
(79)
|
|
|
(317)
|
|
|
172
|
|
|
(427)
|
|
Net income
attributable to QTS Realty Trust, Inc.
|
$
|
4,450
|
|
|
$
|
7,839
|
|
|
$
|
9,892
|
|
|
$
|
12,289
|
|
|
$
|
17,902
|
|
Preferred stock
dividends
|
(7,045)
|
|
|
(7,045)
|
|
|
(7,045)
|
|
|
(14,090)
|
|
|
(14,090)
|
|
Net income (loss)
attributable to common stockholders
|
$
|
(2,595)
|
|
|
$
|
794
|
|
|
$
|
2,847
|
|
|
$
|
(1,801)
|
|
|
$
|
3,812
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share
attributable to common shares
|
|
|
|
|
|
|
|
|
|
Basic
(4)
|
$
|
(0.08)
|
|
|
$
|
(0.07)
|
|
|
$
|
(0.05)
|
|
|
$
|
(0.15)
|
|
|
$
|
(0.06)
|
|
Diluted
(4)
|
$
|
(0.08)
|
|
|
$
|
(0.07)
|
|
|
$
|
(0.05)
|
|
|
$
|
(0.15)
|
|
|
$
|
(0.06)
|
|
________________________
|
(1)
|
Represents lease
revenue, inclusive of recoveries from customers as well as
straight-line rent. Recoveries from customers was
$17.7 million, $16.1 million, and $12.5 million for
the three months ended June 30, 2021, March 31, 2021, and
June 30, 2020, respectively, and $33.8 million and
$24.8 million for the six months ended June 30, 2021 and
2020, respectively. Straight-line rent was $7.7 million,
$7.4 million and $5.8 million for the three months ended
June 30, 2021, March 31, 2021 and June 30, 2020,
respectively, and $15.1 million and $9.6 million for the
six months ended June 30, 2021 and 2020,
respectively.
|
(2)
|
Includes revenue from
managed services, sales of scrap metals and other unused materials,
management fees, service fees, development fees and various other
non-rental revenue items.
|
(3)
|
The weighted average
noncontrolling ownership interest of QualityTech, LP was 8.4%, 9.0%
and 9.9% for the three months ended June 30, 2021, March 31,
2021, and June 30, 2020, respectively, and 8.7% and 10.1% for
the six months ended June 30, 2021 and 2020,
respectively.
|
(4)
|
Basic and diluted net
loss per share were calculated using the two-class
method.
|
Consolidated
Statements of Comprehensive Income (Loss)
|
|
(unaudited and in
thousands)
|
|
|
Three Months
Ended
|
|
Six Months
Ended
|
|
June
30,
|
|
March
31,
|
|
June
30,
|
|
June
30,
|
|
2021
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
Net income
|
$
|
4,199
|
|
|
$
|
7,918
|
|
|
$
|
10,209
|
|
|
$
|
12,117
|
|
|
$
|
18,329
|
|
Other comprehensive
income (loss):
|
|
|
|
|
|
|
|
|
|
Foreign currency
translation adjustment gain (loss)
|
54
|
|
|
(158)
|
|
|
64
|
|
|
(104)
|
|
|
(159)
|
|
Increase (decrease) in
fair value of derivative contracts
|
4,145
|
|
|
17,253
|
|
|
(3,641)
|
|
|
21,398
|
|
|
(40,356)
|
|
Reclassification of
other comprehensive income to utilities expense
|
160
|
|
|
(66)
|
|
|
410
|
|
|
94
|
|
|
764
|
|
Reclassification of
other comprehensive income to interest expense
|
3,414
|
|
|
3,375
|
|
|
2,703
|
|
|
6,789
|
|
|
3,461
|
|
Comprehensive income
(loss)
|
11,972
|
|
|
28,322
|
|
|
9,745
|
|
|
40,294
|
|
|
(17,961)
|
|
Comprehensive (income)
loss attributable to noncontrolling interests
|
(956)
|
|
|
(2,558)
|
|
|
(1,022)
|
|
|
(3,514)
|
|
|
1,809
|
|
Comprehensive income
(loss) attributable to QTS Realty Trust, Inc.
|
$
|
11,016
|
|
|
$
|
25,764
|
|
|
$
|
8,723
|
|
|
$
|
36,780
|
|
|
$
|
(16,152)
|
|
FFO, Operating FFO,
and Adjusted 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
depreciable real estate related to its primary business, impairment
write-downs of depreciable real estate related to its primary
business, real estate-related depreciation and amortization and
similar adjustments for unconsolidated entities. To the extent the
Company incurs gains or losses from the sale of assets that are
incidental to its primary business, or incurs impairment
write-downs associated with assets that are incidental to its
primary business, it includes such charges in its calculation of
FFO. The Company's management uses FFO as a supplemental operating
performance measure because, in excluding real estate-related
depreciation and amortization, impairment write-downs of
depreciable real estate 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 operating performance, management computes an
adjusted measure of FFO, which the Company refers to as Operating
funds from operations ("Operating FFO"). Operating FFO is a
non-GAAP measure that is used as a supplemental operating measure
and to provide additional information to users of the financial
statements. 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 they calculate Operating FFO on
a comparable basis, between REITs.
|
|
Adjusted Operating
Funds From Operations ("Adjusted Operating FFO") is a non-GAAP
measure that is used as a supplemental operating measure 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, non-real estate depreciation and
amortization, straight line rent adjustments, income taxes,
equity-based compensation and similar adjustments for
unconsolidated entities.
|
|
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.
|
|
A reconciliation of
net income to FFO, Operating FFO and Adjusted Operating FFO is
presented below (unaudited and in thousands):
|
|
|
Three Months
Ended
|
|
Six Months
Ended
|
|
June
30,
|
|
March
31,
|
|
June
30,
|
|
June
30,
|
|
2021
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
FFO
|
|
|
|
|
|
|
|
|
|
Net income
|
$
|
4,199
|
|
|
$
|
7,918
|
|
|
$
|
10,209
|
|
|
$
|
12,117
|
|
|
$
|
18,329
|
|
Equity in net loss of
unconsolidated entity
|
705
|
|
|
559
|
|
|
590
|
|
|
1,264
|
|
|
1,267
|
|
Real estate
depreciation and amortization
|
55,044
|
|
|
52,629
|
|
|
44,196
|
|
|
107,673
|
|
|
85,896
|
|
Pro rata share of FFO
from unconsolidated entity
|
474
|
|
|
457
|
|
|
399
|
|
|
931
|
|
|
677
|
|
FFO
(1)
|
60,422
|
|
|
61,563
|
|
|
55,394
|
|
|
121,985
|
|
|
106,169
|
|
Preferred stock
dividends
|
(7,045)
|
|
|
(7,045)
|
|
|
(7,045)
|
|
|
(14,090)
|
|
|
(14,090)
|
|
FFO available to
common stockholders & OP unit holders
|
53,377
|
|
|
54,518
|
|
|
48,349
|
|
|
107,895
|
|
|
92,079
|
|
|
|
|
|
|
|
|
|
|
|
Transaction and
integration costs
|
8,391
|
|
|
1,516
|
|
|
381
|
|
|
9,907
|
|
|
597
|
|
Operating FFO
available to common stockholders & OP unit holders
(2)
|
61,768
|
|
|
56,034
|
|
|
48,730
|
|
|
117,802
|
|
|
92,676
|
|
|
|
|
|
|
|
|
|
|
|
Maintenance capital
expenditures
|
(2,337)
|
|
|
(1,704)
|
|
|
(4,220)
|
|
|
(4,041)
|
|
|
(5,882)
|
|
Leasing commissions
paid
|
(11,491)
|
|
|
(9,460)
|
|
|
(6,805)
|
|
|
(20,951)
|
|
|
(15,803)
|
|
Amortization of
deferred financing costs
|
1,129
|
|
|
1,130
|
|
|
991
|
|
|
2,259
|
|
|
1,978
|
|
Non real estate
depreciation and amortization
|
3,212
|
|
|
2,876
|
|
|
3,358
|
|
|
6,088
|
|
|
6,728
|
|
Straight-line rent
revenue and expense and other
|
(7,916)
|
|
|
(7,609)
|
|
|
(5,702)
|
|
|
(15,525)
|
|
|
(9,457)
|
|
Tax expense (benefit)
from operating results
|
251
|
|
|
138
|
|
|
138
|
|
|
389
|
|
|
(31)
|
|
Equity-based
compensation expense
|
7,311
|
|
|
6,856
|
|
|
6,082
|
|
|
14,167
|
|
|
10,957
|
|
Adjustments for
unconsolidated entity
|
51
|
|
|
46
|
|
|
(88)
|
|
|
97
|
|
|
(22)
|
|
Adjusted Operating
FFO available to common stockholders & OP unit holders
(2)
|
$
|
51,978
|
|
|
$
|
48,307
|
|
|
$
|
42,484
|
|
|
$
|
100,285
|
|
|
$
|
81,144
|
|
_________________________
|
(1)
|
No gains, losses or
impairment write-downs associated with assets incidental to our
primary business were incurred during the three and six months
ended June 30, 2021 and 2020.
|
(2)
|
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.
|
Earnings Before
Interest, Taxes, Depreciation and Amortization for Real Estate
(EBITDAre) and Adjusted EBITDA
|
|
The Company
calculates EBITDAre in accordance with the
standards established by NAREIT. EBITDAre represents
net income (loss) (computed in accordance with GAAP), adjusted to
exclude gains (or losses) from sales of depreciated property
related to its primary business, income tax expense (or benefit),
interest expense, depreciation and amortization, impairments of
depreciated property related to its primary business, and similar
adjustments for unconsolidated entities. The Company's management
uses EBITDAre as a supplemental performance measure
because it provides performance measures 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-based 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,
restructuring costs, and transaction and integration costs, as well
as the Company's pro-rata share of each of those respective
expenses associated with the unconsolidated entity aggregated into
one line item categorized as "Adjustments for the unconsolidated
entity." In addition, the Company calculates Adjusted EBITDA
excluding certain 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 indication of funds
available to meet its cash needs, including its ability to make
distributions to its stockholders.
|
|
A reconciliation of
net income to EBITDAre and Adjusted EBITDA is presented
below (unaudited and in thousands):
|
|
|
Three Months
Ended
|
|
Six Months
Ended
|
|
June
30,
|
|
March
31,
|
|
June
30,
|
|
June
30,
|
|
2021
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
EBITDAre
and Adjusted EBITDA
|
|
|
|
|
|
|
|
|
|
Net income
|
$
|
4,199
|
|
|
$
|
7,918
|
|
|
$
|
10,209
|
|
|
$
|
12,117
|
|
|
$
|
18,329
|
|
Equity in net loss of
unconsolidated entity
|
705
|
|
|
559
|
|
|
590
|
|
|
1,264
|
|
|
1,267
|
|
Interest
income
|
(1)
|
|
|
—
|
|
|
(2)
|
|
|
(1)
|
|
|
(2)
|
|
Interest
expense
|
7,452
|
|
|
8,148
|
|
|
6,924
|
|
|
15,600
|
|
|
14,086
|
|
Tax expense
(benefit)
|
251
|
|
|
138
|
|
|
138
|
|
|
389
|
|
|
(31)
|
|
Depreciation and
amortization
|
58,255
|
|
|
55,506
|
|
|
47,554
|
|
|
113,761
|
|
|
92,624
|
|
Pro rata share of
EBITDAre from unconsolidated entity
|
1,100
|
|
|
1,106
|
|
|
924
|
|
|
2,206
|
|
|
1,743
|
|
EBITDAre
(1)
|
$
|
71,961
|
|
|
$
|
73,375
|
|
|
$
|
66,337
|
|
|
$
|
145,336
|
|
|
$
|
128,016
|
|
|
|
|
|
|
|
|
|
|
|
Equity-based
compensation expense
|
7,311
|
|
|
6,856
|
|
|
6,082
|
|
|
14,167
|
|
|
10,957
|
|
Transaction,
integration and implementation costs
|
8,391
|
|
|
1,516
|
|
|
381
|
|
|
9,907
|
|
|
597
|
|
Adjusted
EBITDA
|
$
|
87,663
|
|
|
$
|
81,747
|
|
|
$
|
72,800
|
|
|
$
|
169,410
|
|
|
$
|
139,570
|
|
_________________________
|
(1)
|
No gains, losses or
impairment write-downs associated with assets incidental to our
primary business were incurred during the three and six months
ended June 30, 2021 and 2020.
|
Net Operating Income
(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, other (income) expense, debt
restructuring costs, transaction, integration and impairment costs,
gain (loss) on sale of real estate, restructuring costs, general
and administrative expenses and similar adjustments for
unconsolidated entities. The Company allocates a management fee
charge of 4% of cash revenues for all facilities 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 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. NOI is therefore not a substitute for net
income (loss) as computed in accordance with GAAP.
|
|
A reconciliation of
net income to NOI is presented below (unaudited and in
thousands):
|
|
|
Three Months
Ended
|
|
Six Months
Ended
|
|
June
30,
|
|
March
31,
|
|
June
30,
|
|
June
30,
|
|
2021
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
Net Operating
Income (NOI)
|
|
|
|
|
|
|
|
|
|
Net income
|
$
|
4,199
|
|
|
$
|
7,918
|
|
|
$
|
10,209
|
|
|
$
|
12,117
|
|
|
$
|
18,329
|
|
Equity in net loss of
unconsolidated entity
|
705
|
|
|
559
|
|
|
590
|
|
|
1,264
|
|
|
1,267
|
|
Interest
income
|
(1)
|
|
|
—
|
|
|
(2)
|
|
|
(1)
|
|
|
(2)
|
|
Interest
expense
|
7,452
|
|
|
8,148
|
|
|
6,924
|
|
|
15,600
|
|
|
14,086
|
|
Depreciation and
amortization
|
58,255
|
|
|
55,506
|
|
|
47,554
|
|
|
113,761
|
|
|
92,624
|
|
Other (income)
expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(159)
|
|
Tax expense
(benefit)
|
251
|
|
|
138
|
|
|
138
|
|
|
389
|
|
|
(31)
|
|
Transaction and
integration costs
|
8,391
|
|
|
1,516
|
|
|
381
|
|
|
9,907
|
|
|
597
|
|
General and
administrative expenses
|
24,476
|
|
|
23,641
|
|
|
21,391
|
|
|
48,117
|
|
|
42,074
|
|
NOI from
consolidated operations (1)
|
$
|
103,728
|
|
|
$
|
97,426
|
|
|
$
|
87,185
|
|
|
$
|
201,154
|
|
|
$
|
168,785
|
|
Pro rata share of NOI
from unconsolidated entity (2)
|
1,115
|
|
|
1,133
|
|
|
927
|
|
|
2,248
|
|
|
1,771
|
|
Total NOI
(1)
|
$
|
104,843
|
|
|
$
|
98,559
|
|
|
$
|
88,112
|
|
|
$
|
203,402
|
|
|
$
|
170,556
|
|
_________________________
|
(1)
|
Includes facility level general and
administrative allocation charges of 4% of cash revenue for all
facilities. These allocated charges aggregated to
$5.7 million, $5.5 million and $4.8 million for the
three months ended June 30, 2021, March 31, 2021, and
June 30, 2020, respectively, and $11.2 million and
$9.5 million the six months ended June 30, 2021 and 2020,
respectively.
|
(2)
|
QTS' pro rata share
of the unconsolidated entity is 50%.
|
Monthly Recurring
Revenue (MRR) and Recognized MRR
|
|
The Company
calculates MRR as monthly contractual revenue under signed leases
as of a particular date, which includes revenue from its rental and
managed services activities, but excludes customer recoveries,
deferred set-up fees, variable related revenues, non-cash revenues
and other one-time revenues. MRR is also calculated to include
the Company's pro rata share of monthly contractual revenue under
signed leases as of a particular date associated with
unconsolidated entities, which includes revenue from the
unconsolidated entity's rental and managed services activities, but
excludes the unconsolidated entity's customer recoveries, deferred
set-up fees, variable related revenues, non-cash revenues and other
one-time revenues. MRR reflects the annualized cash rental
payments. It does not include the impact from backlog 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 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
and recognized 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 business. MRR and recognized 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 or recognized MRR in the same manner. Accordingly,
the Company's MRR and recognized MRR may not be comparable to other
companies' MRR and recognized MRR. MRR and recognized MRR should be
considered only as supplements to total revenues as a measure of
its performance. MRR and recognized 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 at
period-end is presented below (unaudited and in
thousands):
|
|
|
Three Months
Ended
|
|
Six Months
Ended
|
|
June
30,
|
|
March
31,
|
|
June
30,
|
|
June
30,
|
|
2021
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
Recognized MRR in
the period
|
|
|
|
|
|
|
|
|
|
Total period revenues
(GAAP basis)
|
$
|
155,220
|
|
|
$
|
148,732
|
|
|
$
|
131,640
|
|
|
$
|
303,952
|
|
|
$
|
257,932
|
|
Less: Total period
variable lease revenue from recoveries
|
(17,692)
|
|
|
(16,128)
|
|
|
(12,528)
|
|
|
(33,820)
|
|
|
(24,803)
|
|
Total period deferred
setup fees
|
(7,241)
|
|
|
(6,436)
|
|
|
(4,520)
|
|
|
(13,677)
|
|
|
(8,444)
|
|
Total period
straight-line rent and other
|
(10,456)
|
|
|
(11,623)
|
|
|
(9,327)
|
|
|
(22,079)
|
|
|
(17,359)
|
|
Recognized MRR in
the period
|
119,831
|
|
|
114,545
|
|
|
105,265
|
|
|
234,376
|
|
|
207,326
|
|
|
|
|
|
|
|
|
|
|
|
MRR at period
end
|
|
|
|
|
|
|
|
|
|
Total period revenues
(GAAP basis)
|
$
|
155,220
|
|
|
$
|
148,732
|
|
|
$
|
131,640
|
|
|
$
|
303,952
|
|
|
$
|
257,932
|
|
Less: Total revenues
excluding last month
|
(102,328)
|
|
|
(99,683)
|
|
|
(87,538)
|
|
|
(251,060)
|
|
|
(213,830)
|
|
Total revenues for
last month of period
|
52,892
|
|
|
49,049
|
|
|
44,102
|
|
|
52,892
|
|
|
44,102
|
|
Less: Last month
variable lease revenue from recoveries
|
(6,358)
|
|
|
(5,163)
|
|
|
(4,350)
|
|
|
(6,358)
|
|
|
(4,350)
|
|
Last month deferred
setup fees
|
(2,548)
|
|
|
(2,179)
|
|
|
(1,533)
|
|
|
(2,548)
|
|
|
(1,533)
|
|
Last month
straight-line rent and other
|
(2,794)
|
|
|
(2,370)
|
|
|
(2,480)
|
|
|
(2,794)
|
|
|
(2,480)
|
|
Add: Pro rata share
of MRR at period end of unconsolidated entity
|
465
|
|
|
472
|
|
|
352
|
|
|
465
|
|
|
352
|
|
MRR at period
end
|
$
|
41,657
|
|
|
$
|
39,809
|
|
|
$
|
36,091
|
|
|
$
|
41,657
|
|
|
$
|
36,091
|
|
View original
content:https://www.prnewswire.com/news-releases/qts-reports-second-quarter-2021-operating-results-301347559.html
SOURCE QTS Realty Trust, Inc.