UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2022
☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Transition Period From to .
Commission file number 001-32336 (Digital Realty Trust, Inc.)
000-54023 (Digital Realty Trust, L.P.)
DIGITAL REALTY TRUST, INC.
DIGITAL REALTY TRUST, L.P.
(Exact name of registrant as specified in its charter)
| | | |
| | | |
Maryland (Digital Realty Trust, Inc.) |
| 26-0081711 | |
Maryland (Digital Realty Trust, L.P.) | | 20-2402955 | |
(State or other jurisdiction of | | (IRS employer | |
incorporation or organization) | | identification number) | |
| |||
5707 Southwest Parkway, Building 1, Suite 275 | |||
Austin, Texas 78735 | |||
(Address of principal executive offices) |
(737) 281-0101
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading symbol(s) |
| Name of each exchange on which registered | |
Common Stock | | DLR | | New York Stock Exchange | |
Series J Cumulative Redeemable Preferred Stock | | DLR Pr J | | New York Stock Exchange | |
Series K Cumulative Redeemable Preferred Stock | | DLR Pr K | | New York Stock Exchange | |
Series L Cumulative Redeemable Preferred Stock | | DLR Pr L | | New York Stock Exchange | |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| | |
Digital Realty Trust, Inc. |
| Yes ⌧ No ◻ |
Digital Realty Trust, L.P. | | Yes ⌧ No ◻ |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| | |
Digital Realty Trust, Inc. |
| Yes ⌧ No ◻ |
Digital Realty Trust, L.P. | | Yes ⌧ No ◻ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Digital Realty Trust, Inc.:
| | |
Large accelerated filer ⌧ |
| Accelerated filer ◻ |
| | |
Non-accelerated filer ◻ | | Smaller reporting company ☐ |
| | |
| | Emerging growth company ☐ |
Digital Realty Trust, L.P.:
| | |
Large accelerated filer ◻ |
| Accelerated filer ◻ |
| | |
Non-accelerated filer ⌧ | | Smaller reporting company ☐ |
| | |
| | Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| | |
Digital Realty Trust, Inc. |
| ◻ |
Digital Realty Trust, L.P. | | ◻ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| | |
Digital Realty Trust, Inc. |
| Yes ☐ No ⌧ |
Digital Realty Trust, L.P. | | Yes ☐ No ⌧ |
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Digital Realty Trust, Inc.:
| ||
|
|
|
Class |
| Outstanding at August 3, 2022 |
Common Stock, $.01 par value per share | | 287,407,842 |
EXPLANATORY NOTE
This report combines the quarterly reports on Form 10-Q for the quarter ended June 30, 2022 of Digital Realty Trust, Inc., a Maryland corporation, and Digital Realty Trust, L.P., a Maryland limited partnership, of which Digital Realty Trust, Inc. is the sole general partner. Unless otherwise indicated or unless the context requires otherwise, all references in this report to “we,” “us,” “our,” “our Company”, or “the Company” refer to Digital Realty Trust, Inc. together with its consolidated subsidiaries, including Digital Realty Trust, L.P. Unless otherwise, all references to the “Parent” refer to Digital Realty Trust, Inc., and all references to “our Operating Partnership,” “the Operating Partnership” or “the OP” refer to Digital Realty Trust, L.P. together with its consolidated subsidiaries.
The Parent is a real estate investment trust, or REIT, and the sole general partner of the OP. In statements regarding qualification as a REIT, such terms refer solely to Digital Realty Trust, Inc. As of June 30, 2022, the Parent owned an approximate 97.8% common general partnership interest in Digital Realty Trust, L.P. The remaining approximate 2.2% of the common limited partnership interests of Digital Realty Trust, L.P. are owned by non-affiliated third parties and certain directors and officers of the Parent. As of June 30, 2022, the Parent owned all of the preferred limited partnership interests of Digital Realty Trust, L.P. As the sole general partner of Digital Realty Trust, L.P., the Parent has the full, exclusive and complete responsibility for the OP’s day-to-day management and control.
We believe combining the quarterly reports on Form 10-Q of the Parent and the OP into this single report results in the following benefits:
● | enhancing investors’ understanding of the Parent and the OP by enabling investors to view the business as a whole in the same manner as management views and operates the business; |
● | eliminating duplicative disclosure and providing a more streamlined and readable presentation since a substantial portion of the disclosure applies to both the Parent and the OP; and |
● | creating time and cost efficiencies through the preparation of one combined report instead of two separate reports. |
It is important to understand the few differences between the Parent and the OP in the context of how we operate the Company. The Parent does not conduct business itself, other than acting as the sole general partner of the OP and issuing public equity from time to time and guaranteeing certain unsecured debt of the OP and certain of its subsidiaries and affiliates. The OP holds substantially all the assets of the business, directly or indirectly. The OP conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for net proceeds from equity issuances by the Parent, which are generally contributed to the OP in exchange for partnership units, the OP generates capital required by the business through the OP’s operations, incurrence of indebtedness and issuance of partnership units to third parties.
The presentation of noncontrolling interests, stockholders’ equity and partners’ capital are the main areas of difference between the consolidated financial statements of the Parent and those of the OP. The differences in the presentations between stockholders’ equity and partners’ capital result from the differences in the equity and capital issuances in the Parent and in the OP.
To highlight the differences between the Parent and the OP, separate sections in this report, as applicable, individually discuss the Parent and the OP, including separate financial statements and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure of the Parent and the OP, this report refers to actions or holdings as being actions or holdings of the Company.
As general partner with control of the OP, the Parent consolidates the OP for financial reporting purposes, and it does not have significant assets other than its investment in the OP. Therefore, the assets and liabilities of the Parent and the OP are the same on their respective condensed consolidated financial statements. The separate discussions of the Parent and the OP in this report should be read in conjunction with each other to understand the results of the Company on a consolidated basis and how management operates the Company.
2
DIGITAL REALTY TRUST, INC. AND DIGITAL REALTY TRUST, L.P.
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2022
TABLE OF CONTENTS
| | Page |
PART I. | FINANCIAL INFORMATION | |
| | |
ITEM 1. | Condensed Consolidated Financial Statements of Digital Realty Trust, Inc.: | |
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| 4 | |
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| 5 | |
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| 6 | |
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| 7 | |
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| 11 | |
| | |
| Condensed Consolidated Financial Statements of Digital Realty Trust, L.P.: | |
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| 12 | |
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| 13 | |
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| 14 | |
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| 15 | |
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| 19 | |
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| 20 | |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations | 38 | |
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58 | ||
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59 | ||
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| 60 | |
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61 | ||
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61 | ||
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61 | ||
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62 | ||
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62 | ||
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62 | ||
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62 | ||
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63 | ||
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| 65 |
3
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except per share data)
| | | | | | |
|
| June 30, |
| December 31, | ||
| | 2022 | | 2021 | ||
ASSETS | | | | | | |
Investments in real estate: | | | | | | |
Investments in properties, net | | $ | 20,800,389 | | $ | 20,762,241 |
Investments in unconsolidated entities | |
| 1,942,549 | |
| 1,807,689 |
Net investments in real estate | |
| 22,742,938 | |
| 22,569,930 |
Operating lease right-of-use assets, net | | | 1,310,970 | | | 1,405,441 |
Cash and cash equivalents | |
| 99,226 | |
| 142,698 |
Accounts and other receivables, net | |
| 797,208 | |
| 671,721 |
Deferred rent, net | |
| 554,016 | |
| 547,385 |
Goodwill | |
| 7,545,107 | |
| 7,937,440 |
Customer relationship value, deferred leasing costs and intangibles, net | |
| 2,521,390 | | | 2,735,486 |
Other assets | |
| 385,202 | |
| 359,459 |
Total assets | | $ | 35,956,057 | | $ | 36,369,560 |
LIABILITIES AND EQUITY | | | | | | |
Global revolving credit facilities, net | | $ | 1,440,040 | | $ | 398,172 |
Unsecured senior notes, net of discount | |
| 12,695,568 | |
| 12,903,370 |
Secured and other debt, including premiums | |
| 158,699 | |
| 146,668 |
Operating lease liabilities | | | 1,418,540 | | | 1,512,187 |
Accounts payable and other accrued liabilities | |
| 1,619,222 | |
| 1,543,623 |
Deferred tax liabilities, net | | | 611,582 | | | 666,451 |
Accrued dividends and distributions | |
| — | |
| 338,729 |
Security deposits and prepaid rents | |
| 341,140 | |
| 336,578 |
Total liabilities | |
| 18,284,791 | |
| 17,845,778 |
| | | | | | |
Redeemable noncontrolling interests |
| | 41,047 |
| | 46,995 |
Commitments and contingencies | | | | | | |
Equity: | | | | | | |
Stockholders’ Equity: | | | | | | |
Preferred Stock: $0.01 par value per share, 110,000 shares authorized; $755,000 liquidation preference ($25.00 per share), 30,200 shares issued and outstanding as of June 30, 2022 and December 31, 2021 |
| | 731,690 |
| | 731,690 |
Common Stock: $0.01 par value per share, 392,000 shares authorized; 284,734 and 284,415 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively |
| | 2,824 |
| | 2,824 |
Additional paid-in capital |
| | 21,091,364 |
| | 21,075,863 |
Accumulated dividends in excess of earnings |
| | (4,211,685) |
| | (3,631,929) |
Accumulated other comprehensive loss, net |
| | (475,561) |
| | (173,880) |
Total stockholders’ equity |
| | 17,138,632 |
| | 18,004,568 |
Noncontrolling interests |
| | 491,587 |
| | 472,219 |
Total equity |
| | 17,630,219 |
| | 18,476,787 |
Total liabilities and equity | | $ | 35,956,057 | | $ | 36,369,560 |
See accompanying notes to the condensed consolidated financial statements.
4
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED INCOME STATEMENTS
(unaudited, in thousands, except per share data)
| | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, | ||||||||
|
| 2022 |
| 2021 |
| 2022 |
| 2021 | ||||
Operating Revenues: | | | | | | | | | | | | |
Rental and other services | | $ | 1,131,537 | | $ | 1,089,395 | | $ | 2,253,087 | | $ | 2,177,301 |
Fee income and other | |
| 7,785 | |
| 3,793 | |
| 13,557 | |
| 6,278 |
Total operating revenues | |
| 1,139,322 | |
| 1,093,188 | |
| 2,266,644 | |
| 2,183,579 |
Operating Expenses: | | | | | | | | | | | | |
Rental property operating and maintenance | |
| 421,502 | |
| 383,216 | | | 857,095 | |
| 744,995 |
Property taxes and insurance | |
| 51,049 | |
| 48,498 | |
| 101,273 | |
| 101,001 |
Depreciation and amortization | |
| 376,967 | |
| 368,981 | |
| 759,099 | |
| 738,714 |
General and administrative | |
| 105,776 | |
| 97,492 | |
| 204,289 | |
| 197,486 |
Transactions and integration | |
| 13,586 | |
| 7,075 | |
| 25,554 | |
| 21,195 |
Other | |
| 70 | |
| 2,298 | |
| 7,727 | |
| 2,041 |
Total operating expenses | |
| 968,950 | |
| 907,560 | |
| 1,955,037 | |
| 1,805,432 |
Operating income | |
| 170,372 | |
| 185,628 | |
| 311,607 | |
| 378,147 |
Other Income (Expenses): | | | | | | | | | | | | |
Equity in (loss) earnings of unconsolidated entities | |
| (34,088) | |
| 52,143 | |
| 26,870 | |
| 29,112 |
Gain on disposition of properties, net | | | — | | | 499 | | | 2,770 | | | 334,420 |
Other income, net | |
| 13,008 | |
| 10,124 | |
| 16,059 | |
| 2,938 |
Interest expense | |
| (69,023) | |
| (75,014) | |
| (135,748) | |
| (150,667) |
Loss from early extinguishment of debt | |
| — | |
| — | |
| (51,135) | |
| (18,347) |
Income tax expense | |
| (16,406) | |
| (47,582) | |
| (29,650) | |
| (55,129) |
Net income | |
| 63,863 | |
| 125,798 | |
| 140,773 | |
| 520,474 |
Net income attributable to noncontrolling interests | |
| (436) | |
| (4,544) | |
| (4,065) | |
| (13,300) |
Net income attributable to Digital Realty Trust, Inc. | |
| 63,427 | |
| 121,254 | |
| 136,708 | |
| 507,174 |
Preferred stock dividends | |
| (10,181) | |
| (11,885) | |
| (20,362) | |
| (25,399) |
Gain on redemption of preferred stock | |
| — | |
| 18,000 | |
| — | |
| 18,000 |
Net income available to common stockholders | | $ | 53,246 | | $ | 127,369 | | $ | 116,346 | | $ | 499,775 |
Net income per share available to common stockholders: | | | | | | | | | | | | |
Basic | | $ | 0.19 | | $ | 0.45 | | $ | 0.41 | | $ | 1.78 |
Diluted | | $ | 0.19 | | $ | 0.45 | | $ | 0.41 | | $ | 1.77 |
Weighted average common shares outstanding: | | | | | | | | | | | | |
Basic | |
| 284,694 | |
| 281,792 | |
| 284,610 | |
| 281,445 |
Diluted | |
| 285,110 | |
| 282,434 | |
| 284,980 | |
| 282,076 |
See accompanying notes to the condensed consolidated financial statements.
5
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited, in thousands)
| | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, | ||||||||
|
| 2022 |
| 2021 |
| 2022 |
| 2021 | ||||
Net income | | $ | 63,863 | | $ | 125,798 | | $ | 140,773 | | $ | 520,474 |
Other comprehensive income (loss): | | | | | | | | | | | | |
Foreign currency translation adjustments | |
| (293,913) | |
| 111,678 | |
| (307,790) | |
| (107,324) |
Increase in fair value of interest rate swaps | |
| 356 | |
| 226 | |
| (988) | |
| 563 |
Reclassification to interest expense from interest rate swaps | |
| 41 | |
| 353 | |
| (62) | |
| 712 |
Other comprehensive (loss) income | | | (293,516) | | | 112,257 | | | (308,840) | | | (106,049) |
Comprehensive (loss) income | |
| (229,653) | |
| 238,055 | |
| (168,067) | |
| 414,425 |
Comprehensive loss (income) attributable to noncontrolling interests | |
| 6,362 | |
| (7,285) | |
| 3,093 | |
| (10,528) |
Comprehensive (loss) income attributable to Digital Realty Trust, Inc. | | $ | (223,291) | | $ | 230,770 | | $ | (164,974) | | $ | 403,897 |
See accompanying notes to the condensed consolidated financial statements.
6
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EQUITY
(unaudited, in thousands, except share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | Accumulated | | Accumulated | | | | | | | ||
| | Redeemable | | | | | Number of | | | | | Additional | | Dividends in | | Other | | | | | | |||||
| | Noncontrolling | | Preferred | | Common | | Common | | Paid-in | | Excess of | | Comprehensive | | Noncontrolling | | | | |||||||
Three Months Ended June 30, 2022 |
| Interests |
| Stock |
| Shares |
| Stock |
| Capital |
| Earnings |
| Loss, Net |
| Interests |
| Total Equity | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of March 31, 2022 |
| $ | 42,734 | | $ | 731,690 | | 284,666,082 | | | 2,824 | | $ | 21,069,391 | | $ | (3,916,854) | | $ | (188,844) | | $ | 510,499 | | $ | 18,208,706 |
Conversion of common units to common stock | | | — | | | — | | 2,436 | | | — | | | 201 | | | — | | | — | | | (201) | | | — |
Vesting of restricted stock, net | | | — | | | — | | 65,404 | | | — | | | — | | | — | | | — | | | — | | | — |
Issuance of common stock, net of costs | |
| — | | | — | | — | | | — | | | 211 | | | — | | | — | | | — | | | 211 |
Net share settlement to satisfy tax withholding upon vesting | |
| — | | | — | | — | | | — | | | (981) | | | — | | | — | | | — | | | (981) |
Amortization of unearned compensation regarding share based awards | | | — | | | — | | — | | | — | | | 22,420 | | | — | | | — | | | — | | | 22,420 |
Reclassification of vested share based awards | | | — | | | — | | — | | | — | | | (1,746) | | | — | | | — | | | 1,746 | | | — |
Adjustment to redeemable noncontrolling interests | |
| (1,868) | | | — | | — | | | — | | | 1,868 | | | — | | | — | | | — | | | 1,868 |
Dividends declared on preferred stock | | | — | | | — | | — | | | — | | | — | | | (10,181) | | | — | | | — | | | (10,181) |
Dividends and distributions on common stock and common and incentive units | | | (190) | | | — | | — | | | — | | | — | | | (348,077) | | | — | | | (8,027) | | | (356,104) |
Contributions from (distributions to) noncontrolling interests | |
| 336 | | | — | | — | | | — | | | — | | | — | | | — | | | (6,032) | | | (6,032) |
Net income | |
| 35 | | | — | | — | | | — | | | — | | | 63,427 | | | — | | | 401 | | | 63,828 |
Other comprehensive loss—foreign currency translation adjustments | |
| — | | | — | | — | | | — | | | — | | | — | | | (287,105) | | | (6,808) | | | (293,913) |
Other comprehensive income—fair value of interest rate swaps | |
| — | | | — | | — | | | — | | | — | | | — | | | 347 | | | 9 | | | 356 |
Other comprehensive income—reclassification of accumulated other comprehensive income to interest expense | | | — | | | — | | — | | | — | | | — | | | — | | | 41 | | | — | | | 41 |
Balance as of June 30, 2022 |
| $ | 41,047 | | $ | 731,690 | | 284,733,922 | | $ | 2,824 | | $ | 21,091,364 | | $ | (4,211,685) | | $ | (475,561) | | $ | 491,587 | | $ | 17,630,219 |
See accompanying notes to the condensed consolidated financial statements.
7
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EQUITY
(unaudited, in thousands, except share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | Accumulated | | Accumulated | | | | | | | ||
| | Redeemable | | | | | Number of | | | | | Additional | | Dividends in | | Other | | | | | | |||||
| | Noncontrolling | | Preferred | | Common | | Common | | Paid-in | | Excess of | | Comprehensive | | Noncontrolling | | | | |||||||
Six Months Ended June 30, 2022 |
| Interests |
| Stock |
| Shares |
| Stock |
| Capital |
| Earnings |
| Loss, Net |
| Interests |
| Total Equity | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of December 31, 2021 |
| $ | 46,995 | | $ | 731,690 |
| 284,415,013 | | $ | 2,824 | | $ | 21,075,863 | | $ | (3,631,929) | | $ | (173,880) | | $ | 472,219 | | $ | 18,476,787 |
Conversion of common units to common stock | | | — | | | — | | 17,297 | | | — | | | 1,459 | | | — | | | — | | | (1,459) | | | — |
Vesting of restricted stock, net | |
| — | | | — | | 259,424 | | | — | | | — | | | — | | | — | | | — | | | — |
Issuance of common stock, net of costs | |
| — | | | — | | — | | | — | | | (3,813) | | | — | | | — | | | — | | | (3,813) |
Shares issued under employee stock purchase plan | |
| — | | | — | | 42,188 | | | — | | | 4,969 | | | — | | | — | | | — | | | 4,969 |
Net share settlement to satisfy tax withholding upon vesting | |
| — | | | — | | — | | | — | | | (7,143) | | | — | | | — | | | — | | | (7,143) |
Amortization of unearned compensation regarding share based awards | |
| — | | | — | | — | | | — | | | 40,965 | | | — | | | — | | | — | | | 40,965 |
Reclassification of vested share based awards | |
| — | | | — | | — | | | — | | | (28,277) | | | — | | | — | | | 28,277 | | | — |
Adjustment to redeemable noncontrolling interests | |
| (7,341) | | | — | | — | | | — | | | 7,341 | | | — | | | — | | | — | | | 7,341 |
Dividends declared on preferred stock | | | — | | | — | | — | | | — | | | — | | | (20,362) | | | — | | | — | | | (20,362) |
Dividends and distributions on common stock and common and incentive units | | | (380) | | | — | | — | | | — | | | — | | | (696,102) | | | — | | | (15,813) | | | (711,915) |
Contributions from noncontrolling interests | |
| 1,703 | | | — | | — | | | — | | | — | | | — | | | — | | | 11,527 | | | 11,527 |
Net income | |
| 70 | | | — | | — | | | — | | | — | | | 136,708 | | | — | | | 3,995 | | | 140,703 |
Other comprehensive loss—foreign currency translation adjustments | |
| — | | | — | | — | | | — | | | — | | | — | | | (300,656) | | | (7,134) | | | (307,790) |
Other comprehensive loss—fair value of interest rate swaps | |
| — | | | — | | — | | | — | | | — | | | — | | | (965) | | | (23) | | | (988) |
Other comprehensive income—reclassification of accumulated other comprehensive income to interest expense | |
| — | | | — | | — | | | — | | | — | | | — | | | (60) | | | (2) | | | (62) |
Balance as of June 30, 2022 |
| $ | 41,047 | | $ | 731,690 |
| 284,733,922 | | $ | 2,824 | | $ | 21,091,364 | | $ | (4,211,685) | | $ | (475,561) | | $ | 491,587 | | $ | 17,630,219 |
See accompanying notes to the condensed consolidated financial statements.
8
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EQUITY
(unaudited, in thousands, except share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | Accumulated | | Accumulated | | | | | | | ||
| | Redeemable | | | | | Number of | | | | | Additional | | Dividends in | | Other | | | | | | |||||
| | Noncontrolling | | Preferred | | Common | | Common | | Paid-in | | Excess of | | Comprehensive | | Noncontrolling | | | | |||||||
Three Months Ended June 30, 2021 |
| Interests |
| Stock |
| Shares |
| Stock |
| Capital |
| Earnings |
| Income (Loss), Net |
| Interests |
| Total Equity | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of March 31, 2021 |
| $ | 40,097 | | $ | 950,940 | | 281,372,310 | | $ | 2,795 | | $ | 20,700,282 | | $ | (3,952,497) | | $ | (77,783) | | $ | 721,587 | | $ | 18,345,324 |
Conversion of common units to common stock | |
| — | |
| — | | 698,485 | |
| 7 | |
| 57,777 | |
| — | |
| — | | | (57,784) | |
| — |
Issuance of common stock, net of costs | | | — | | | — | | 477,762 | | | 5 | | | 75,665 | | | — | | | — | | | — | | | 75,670 |
Amortization of share-based compensation | |
| — | |
| — | | — | |
| — | |
| 21,063 | |
| — | |
| — | |
| — | |
| 21,063 |
Vesting of restricted stock, net | |
| — | |
| — | | 54,595 | |
| — | |
| — | |
| — | |
| — | |
| — | |
| — |
Shares repurchased and retired to satisfy tax withholding upon vesting | |
| — | | | — | | — | | | (1) | | | (6,130) | | | — | | | — | |
| — | |
| (6,131) |
Reclassification of vested share-based awards | | | — | |
| — | | — | |
| — | |
| (2,322) | |
| — | |
| — | | | 2,322 | |
| — |
Redemption of series C preferred stock | | | — | | | (219,250) | | — | | | — | | | — | | | 18,000 | | | — | | | — | | | (201,250) |
Adjustment to redeemable noncontrolling interests | |
| 1,501 | |
| — | | — | |
| — | |
| (1,501) | |
| — | |
| — | |
| — | |
| (1,501) |
Dividends declared on preferred stock | | | — | | | — | | — | | | — | | | — | | | (11,885) | | | — | | | — | | | (11,885) |
Dividends and distributions on common stock and common and incentive units | | | (181) | | | — | | — | | | — | | | — | | | (328,279) | | | — | | | (7,801) | | | (336,080) |
Contributions from noncontrolling interests | |
| — | |
| — | | — | |
| — | |
| — | |
| — | |
| — | |
| 41,055 | |
| 41,055 |
Net income | |
| 73 | |
| — | | — | |
| — | |
| — | |
| 121,254 | |
| — | |
| 4,471 | |
| 125,725 |
Other comprehensive income—foreign currency translation adjustments | |
| — | |
| — | | — | |
| — | |
| — | |
| — | |
| 108,951 | |
| 2,727 | |
| 111,678 |
Other comprehensive income—fair value of interest rate swaps | |
| — | |
| — | | — | |
| — | |
| — | |
| — | |
| 221 | |
| 5 | |
| 226 |
Other comprehensive income— reclassification of accumulated other comprehensive loss to interest expense | | | — | |
| — | | — | |
| — | |
| — | |
| — | |
| 344 | | | 9 | | | 353 |
Balance as of June 30, 2021 |
| $ | 41,490 | | $ | 731,690 | | 282,603,152 | | $ | 2,806 | | $ | 20,844,834 | | $ | (4,153,407) | | $ | 31,733 | | $ | 706,591 | | $ | 18,164,247 |
See accompanying notes to the condensed consolidated financial statements.
9
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EQUITY
(unaudited, in thousands, except share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | Accumulated | | Accumulated | | | | | | | ||
| | Redeemable | | | | | Number of | | | | | Additional | | Dividends in | | Other | | | | | | |||||
| | Noncontrolling | | Preferred | | Common | | Common | | Paid-in | | Excess of | | Comprehensive | | Noncontrolling | | | | |||||||
Six Months Ended June 30, 2021 |
| Interests |
| Stock |
| Shares |
| Stock |
| Capital |
| Earnings |
| Income, Net |
| Interests |
| Total Equity | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of December 31, 2020 |
| $ | 42,011 | | $ | 950,940 |
| 280,289,726 | | $ | 2,788 | | $ | 20,626,897 | | $ | (3,997,938) | | $ | 135,010 | | $ | 728,639 | | $ | 18,446,336 |
Conversion of common units to common stock | |
| — | |
| — |
| 1,340,675 | |
| 13 | | | 111,384 | |
| — | |
| — | |
| (111,397) | |
| — |
Common stock issued in connection with acquisition | |
| — | |
| — |
| 125,395 | |
| 1 | | | 18,269 | |
| — | |
| — | |
| — | |
| 18,270 |
Issuance of common stock, net of costs | |
| — | |
| — |
| 477,762 | |
| 5 | | | 75,433 | |
| — | |
| — | |
| — | |
| 75,438 |
Shares issued under employee stock purchase plan | |
| — | |
| — |
| 29,475 | |
| — | | | 3,427 | |
| — | |
| — | |
| — | |
| 3,427 |
Amortization of share-based compensation | |
| — | |
| — |
| — | |
| — | | | 49,851 | |
| — | |
| — | |
| — | |
| 49,851 |
Vesting of restricted stock, net | | | — | |
| — |
| 340,119 | |
| — | | | — | |
| — | |
| — | |
| — | |
| — |
Shares repurchased and retired to satisfy tax withholding upon vesting | | | — | |
| — |
| — | |
| (1) | | | (15,848) | |
| — | |
| — | |
| — | |
| (15,849) |
Reclassification of vested share-based awards | |
| — | |
| — |
| — | |
| — | | | (22,870) | |
| — | |
| — | |
| 22,870 | |
| — |
Redemption of series C preferred stock | | | — | | | (219,250) | | — | | | — | | | — | | | 18,000 | | | — | | | — | | | (201,250) |
Adjustment to redeemable noncontrolling interests | | | 1,709 | | | — | | — | | | — | | | (1,709) | | | — | | | — | | | — | | | (1,709) |
Dividends declared on preferred stock | |
| — | |
| — |
| — | |
| — | | | — | |
| (25,399) | |
| — | |
| — | |
| (25,399) |
Dividends and distributions on common stock and common and incentive units | |
| (362) | |
| — |
| — | |
| — | | | — | |
| (655,244) | |
| — | |
| (16,502) | |
| (671,746) |
Contributions from (distributions to) noncontrolling interests | |
| (2,150) | |
| — |
| — | |
| — | | | — | |
| — | |
| — | |
| 72,735 | |
| 72,735 |
Net income | | �� | 282 | |
| — |
| — | |
| — | | | — | |
| 507,174 | |
| — | |
| 13,018 | |
| 520,192 |
Other comprehensive loss—foreign currency translation adjustments | |
| — | |
| — |
| — | |
| — | | | — | |
| — | |
| (104,520) | |
| (2,804) | |
| (107,324) |
Other comprehensive income—fair value of interest rate swaps | |
| — | |
| — |
| — | |
| — | | | — | |
| — | |
| 549 | |
| 14 | |
| 563 |
Other comprehensive income— reclassification of accumulated other comprehensive loss to interest expense | | | — | | | — | | — | | | — | | | — | | | — | | | 694 | | | 18 | | | 712 |
Balance as of June 30, 2021 |
| $ | 41,490 | | $ | 731,690 |
| 282,603,152 | | $ | 2,806 | | $ | 20,844,834 | | $ | (4,153,407) | | $ | 31,733 | | $ | 706,591 | | $ | 18,164,247 |
See accompanying notes to the condensed consolidated financial statements.
10
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
| | | | | | |
| | Six Months Ended June 30, | ||||
|
| 2022 |
| 2021 | ||
Cash flows from operating activities: | | |
|
| | |
Net income | | $ | 140,773 | | $ | 520,474 |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | |
Gain on disposition of properties, net | |
| (2,770) | |
| (334,420) |
Equity in (earnings) of unconsolidated entities | |
| (26,870) | |
| (29,112) |
Distributions from unconsolidated entities | |
| 22,972 | |
| 57,631 |
Depreciation and amortization | | | 759,099 | | | 738,714 |
Amortization of share-based compensation | |
| 40,965 | |
| 47,668 |
Loss from early extinguishment of debt | |
| 51,135 | |
| 18,347 |
Straight-lined rents and amortization of above and below market leases | |
| (16,885) | |
| (14,908) |
Amortization of deferred financing costs and debt discount / premium | | | 9,359 | | | 9,571 |
Other items, net | | | 17,024 | | | 30,586 |
Changes in assets and liabilities: | | | | | | |
Increase in accounts receivable and other assets | | | (248,310) | | | (126,688) |
Increase (decrease) in accounts payable and other liabilities | | | 37,086 | | | (67,372) |
Net cash provided by operating activities | |
| 783,578 | | | 850,491 |
Cash flows from investing activities: | | | | | | |
Improvements to investments in real estate | |
| (1,067,027) | |
| (1,081,446) |
Cash paid for assets acquired | | | (97,205) | | | (168,439) |
(Investment in) proceeds from unconsolidated entities, net | | | (199,945) | | | 6,131 |
Proceeds from sale of real estate | | | — | | | 703,936 |
Other investing activities, net | | | (63,655) | | | (18,827) |
Net cash (used in) investing activities | |
| (1,427,832) | |
| (558,645) |
Cash flows from financing activities: | | | | | | |
Net proceeds from credit facilities | | $ | 1,077,719 | | $ | 508,169 |
Borrowings on secured / unsecured debt | | | 1,125,451 | | | 1,218,650 |
Repayments on secured / unsecured debt | | | (450,737) | | | (886,963) |
Premium paid for early extinguishment of debt | | | (49,662) | | | (16,482) |
Capital contributions from noncontrolling interests, net | |
| 17,977 | |
| 70,585 |
Proceeds from issuance of common stock, net | | | — | | | 75,438 |
Redemption of preferred stock | |
| — | |
| (201,250) |
Payments of dividends and distributions | | | (1,071,386) | | | (1,021,893) |
Other financing activities, net | | | (16,271) | | | (21,602) |
Net cash provided by (used in) financing activities | |
| 633,091 | |
| (275,348) |
Net (decrease) increase in cash, cash equivalents and restricted cash | |
| (11,163) | |
| 16,498 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | |
| (31,101) | |
| (11,637) |
Cash, cash equivalents and restricted cash at beginning of period | |
| 151,485 | |
| 123,652 |
Cash, cash equivalents and restricted cash at end of period | | $ | 109,221 | | $ | 128,513 |
See accompanying notes to the condensed consolidated financial statements.
11
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except per unit data)
| | | | | | |
|
| June 30, |
| December 31, | ||
| | 2022 | | 2021 | ||
ASSETS | |
| | |
| |
Investments in real estate: |
| |
|
| |
|
Investments in properties, net | | $ | 20,800,389 | | $ | 20,762,241 |
Investments in unconsolidated entities | |
| 1,942,549 | |
| 1,807,689 |
Net investments in real estate | |
| 22,742,938 | |
| 22,569,930 |
Operating lease right-of-use assets, net | | | 1,310,970 | | | 1,405,441 |
Cash and cash equivalents | |
| 99,226 | |
| 142,698 |
Accounts and other receivables, net | |
| 797,208 | |
| 671,721 |
Deferred rent, net | |
| 554,016 | |
| 547,385 |
Goodwill | |
| 7,545,107 | |
| 7,937,440 |
Customer relationship value, deferred leasing costs and intangibles, net | |
| 2,521,390 | |
| 2,735,486 |
Other assets | |
| 385,202 | |
| 359,459 |
Total assets | | $ | 35,956,057 | | $ | 36,369,560 |
LIABILITIES AND CAPITAL | |
|
| |
|
|
Global revolving credit facilities, net | | $ | 1,440,040 | | $ | 398,172 |
Unsecured senior notes, net | |
| 12,695,568 | |
| 12,903,370 |
Secured and other debt, including premiums | | | 158,699 | | | 146,668 |
Operating lease liabilities | | | 1,418,540 | | | 1,512,187 |
Accounts payable and other accrued liabilities | |
| 1,619,222 | |
| 1,543,623 |
Deferred tax liabilities, net | | | 611,582 | | | 666,451 |
Accrued dividends and distributions | |
| — | |
| 338,729 |
Security deposits and prepaid rents | |
| 341,140 | |
| 336,578 |
Total liabilities | |
| 18,284,791 | |
| 17,845,778 |
| | | | | | |
Redeemable noncontrolling interests | | | 41,047 | | | 46,995 |
Commitments and contingencies |
| | |
| | |
Capital: |
| |
|
| |
|
Partners’ capital: |
| |
|
| |
|
General Partner: |
| |
|
| |
|
Preferred units, $755,000 liquidation preference ($25.00 per unit), and 30,200 units issued and outstanding as of June 30, 2022 and December 31, 2021 |
| | 731,690 |
| | 731,690 |
Common units, 284,734 and 284,415 units issued and outstanding as of June 30, 2022 and December 31, 2021, respectively |
| | 16,882,503 |
| | 17,446,758 |
Limited Partners, 6,299 and 5,932 units issued and outstanding as of June 30, 2022 and December 31, 2021, respectively |
| | 446,937 |
| | 432,902 |
Accumulated other comprehensive loss |
| | (490,285) |
| | (181,445) |
Total partners’ capital |
| | 17,570,845 |
| | 18,429,905 |
Noncontrolling interests in consolidated entities |
| | 59,374 |
| | 46,882 |
Total capital |
| | 17,630,219 |
| | 18,476,787 |
Total liabilities and capital | | $ | 35,956,057 | | $ | 36,369,560 |
See accompanying notes to the condensed consolidated financial statements.
12
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED INCOME STATEMENTS
(unaudited, in thousands, except per unit data)
| | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, | ||||||||
|
| 2022 |
| 2021 |
| 2022 |
| 2021 | ||||
Operating Revenues: |
| |
|
| |
| | |
|
| |
|
Rental and other services | | $ | 1,131,537 | | $ | 1,089,395 | | $ | 2,253,087 | | $ | 2,177,301 |
Fee income and other | |
| 7,785 | |
| 3,793 | |
| 13,557 | |
| 6,278 |
Total operating revenues | |
| 1,139,322 | |
| 1,093,188 | |
| 2,266,644 | |
| 2,183,579 |
Operating Expenses: | |
|
| |
|
| |
|
| |
|
|
Rental property operating and maintenance | |
| 421,502 | |
| 383,216 | |
| 857,095 | |
| 744,995 |
Property taxes and insurance | |
| 51,049 | |
| 48,498 | |
| 101,273 | |
| 101,001 |
Depreciation and amortization | |
| 376,967 | |
| 368,981 | |
| 759,099 | |
| 738,714 |
General and administrative | |
| 105,776 | |
| 97,492 | |
| 204,289 | |
| 197,486 |
Transactions and integration | |
| 13,586 | |
| 7,075 | |
| 25,554 | |
| 21,195 |
Other | |
| 70 | |
| 2,298 | |
| 7,727 | |
| 2,041 |
Total operating expenses | |
| 968,950 | |
| 907,560 | |
| 1,955,037 | |
| 1,805,432 |
Operating income | |
| 170,372 | |
| 185,628 | | | 311,607 | | | 378,147 |
Other Income (Expenses): | |
| | | | | | | | | | |
Equity in earnings (loss) of unconsolidated entities | |
| (34,088) | |
| 52,143 | |
| 26,870 | |
| 29,112 |
Gain on disposition of properties, net | | | — | | | 499 | | | 2,770 | | | 334,420 |
Other income (expense), net | |
| 13,008 | |
| 10,124 | |
| 16,059 | |
| 2,938 |
Interest expense | |
| (69,023) | |
| (75,014) | |
| (135,748) | |
| (150,667) |
Loss from early extinguishment of debt | | | — | | | — | | | (51,135) | | | (18,347) |
Income tax expense | |
| (16,406) | |
| (47,582) | |
| (29,650) | |
| (55,129) |
Net income | |
| 63,863 | |
| 125,798 | | | 140,773 | | | 520,474 |
Net (income) loss attributable to noncontrolling interests | |
| 1,064 | |
| (1,344) | |
| (965) | |
| (300) |
Net income attributable to Digital Realty Trust, L.P. | |
| 64,927 | |
| 124,454 | | | 139,808 | | | 520,174 |
Preferred units distributions | |
| (10,181) | |
| (11,885) | |
| (20,362) | |
| (25,399) |
Gain on redemption of preferred units | |
| — | |
| 18,000 | |
| — | |
| 18,000 |
Net income available to common unitholders | | $ | 54,746 | | $ | 130,569 | | $ | 119,446 | | $ | 512,775 |
Net income per unit available to common unitholders: | |
|
| |
|
| |
|
| |
|
|
Basic | | $ | 0.19 | | $ | 0.45 | | $ | 0.41 | | $ | 1.78 |
Diluted | | $ | 0.19 | | $ | 0.45 | | $ | 0.41 | | $ | 1.77 |
Weighted average common units outstanding: | |
|
| |
|
| |
|
| |
|
|
Basic | |
| 290,528 | |
| 288,843 | |
| 290,346 | |
| 288,588 |
Diluted | |
| 290,944 | |
| 289,485 | |
| 290,716 | |
| 289,219 |
See accompanying notes to the condensed consolidated financial statements.
13
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited, in thousands)
| | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, | ||||||||
|
| 2022 |
| 2021 |
| 2022 |
| 2021 | ||||
Net income | | $ | 63,863 | | $ | 125,798 | | $ | 140,773 | | $ | 520,474 |
Other comprehensive income (loss): | |
|
| |
|
| |
|
| |
|
|
Foreign currency translation adjustments | |
| (293,913) | |
| 111,678 | |
| (307,790) | |
| (107,324) |
Increase in fair value of interest rate swaps | |
| 356 | |
| 226 | |
| (988) | |
| 563 |
Reclassification to interest expense from interest rate swaps | |
| 41 | |
| 353 | |
| (62) | |
| 712 |
Other comprehensive (loss) income | | | (293,516) | | | 112,257 | | | (308,840) | | | (106,049) |
Comprehensive (loss) income attributable to Digital Realty Trust, L.P. | | $ | (229,653) | | $ | 238,055 | | $ | (168,067) | | $ | 414,425 |
Comprehensive loss (income) attributable to noncontrolling interests | |
| 1,064 | |
| (1,344) | |
| (965) | |
| (300) |
Comprehensive (loss) income attributable to Digital Realty Trust, L.P. | | $ | (228,589) | | $ | 236,711 | | $ | (169,032) | | $ | 414,125 |
See accompanying notes to the condensed consolidated financial statements.
14
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CAPITAL
(unaudited, in thousands, except unit data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | Accumulated | | | | | | ||
| | Redeemable | | General Partner | | Limited Partners | | Other | | | | | | ||||||||||||||
| | Limited Partner | | Preferred Units | | Common Units | | Common Units | | Comprehensive | | Noncontrolling | | | | ||||||||||||
Three Months Ended June 30, 2022 |
| Common Units |
| Units |
| Amount |
| Units |
| Amount |
| Units |
| Amount |
| Loss, Net |
| Interests |
| Total Capital | |||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of March 31, 2022 |
| $ | 42,734 | | 30,200,000 | | $ | 731,690 | | 284,666,082 | | $ | 17,155,361 | | 6,290,465 | | $ | 451,954 | | $ | (196,769) | | $ | 66,470 | | $ | 18,208,706 |
Conversion of limited partner common units to general partner common units | |
| — | | — | |
| — | | 2,436 | |
| 201 | | (2,436) | |
| (201) | |
| — | |
| — | |
| — |
Vesting of restricted common units, net | | | — | | — | | | — | | 65,404 | | | — | | — | | | — | | | — | | | — | | | — |
Payment of common unit offering costs and other, net | | | — | | — | | | — | | — | | | 211 | | — | | | — | | | — | | | — | | | 211 |
Issuance of limited partner common units, net | |
| — | | — | |
| — | | — | |
| — | | 11,449 | |
| — | |
| — | |
| — | |
| — |
Net unit settlement to satisfy tax withholding upon vesting | |
| — | | — | |
| — | | — | |
| (981) | | — | |
| — | |
| — | |
| — | |
| (981) |
Amortization of share-based compensation | |
| — | | — | |
| — | | — | |
| 22,420 | | — | |
| — | |
| — | |
| — | |
| 22,420 |
Reclassification of vested share-based awards | | | — | | — | |
| — | | — | |
| (1,746) | | — | |
| 1,746 | |
| — | |
| — | |
| — |
Adjustment to redeemable partnership units | |
| (1,868) | | — | |
| — | | — | |
| 1,868 | | — | |
| — | |
| — | |
| — | |
| 1,868 |
Distributions | | | (190) | | — | | | — | | — | | | (358,258) | | — | | | (8,027) | | | — | | | — | | | (366,285) |
Contributions from (distributions to) noncontrolling interests in consolidated entities | | | 336 | | — | | | — | | — | | | — | | — | | | — | | | — | | | (6,032) | | | (6,032) |
Net income | | | 35 | | — | | | — | | — | | | 63,427 | | — | | | 1,465 | | | — | | | (1,064) | | | 63,828 |
Other comprehensive loss—foreign currency translation adjustments | |
| — | | — | |
| — | | — | |
| — | | — | |
| — | |
| (293,913) | |
| — | |
| (293,913) |
Other comprehensive income—fair value of interest rate swaps | |
| — | | — | |
| — | | — | |
| — | | — | |
| — | |
| 356 | |
| — | |
| 356 |
Other comprehensive loss—reclassification of accumulated other comprehensive income to interest expense | |
| — | | — | |
| — | | — | |
| — | | — | |
| — | |
| 41 | |
| — | |
| 41 |
Balance as of June 30, 2022 |
| $ | 41,047 | | 30,200,000 | | $ | 731,690 | | 284,733,922 | | $ | 16,882,503 | | 6,299,478 | | $ | 446,937 | | $ | (490,285) | | $ | 59,374 | | $ | 17,630,219 |
See accompanying notes to the condensed consolidated financial statements.
15
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CAPITAL
(unaudited, in thousands, except unit data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | Accumulated | | | | | | ||
| | Redeemable | | General Partner | | Limited Partners | | Other | | | | | | ||||||||||||||
| | Noncontrolling | | Preferred Units | | Common Units | | Common Units | | Comprehensive | | Noncontrolling | | | | ||||||||||||
Six Months Ended June 30, 2022 |
| Interests |
| Units |
| Amount |
| Units |
| Amount |
| Units |
| Amount |
| Loss, Net |
| Interests |
| Total Capital | |||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of December 31, 2021 |
| $ | 46,995 | | 30,200,000 | | $ | 731,690 | | 284,415,013 | | $ | 17,446,758 |
| 5,931,771 | | $ | 432,902 | | $ | (181,445) | | $ | 46,882 | | $ | 18,476,787 |
Conversion of limited partner common units to general partner common units | |
| — | | — | |
| — | | 17,297 | |
| 1,459 |
| (17,297) | |
| (1,459) | |
| — | |
| — | |
| — |
Vesting of restricted common units, net | |
| — | | — | |
| — | | 259,424 | |
| — |
| — | |
| — | |
| — | |
| — | |
| — |
Payment of common unit offering costs and other, net | | | — | | — | |
| — | | — | |
| (3,813) |
| — | |
| — | |
| — | |
| — | |
| (3,813) |
Issuance of limited partner common units, net | |
| — | | — | |
| — | | — | |
| — |
| 385,004 | |
| — | |
| — | |
| — | |
| — |
Units issued in connection with employee stock purchase plan | |
| — | | — | |
| — | | 42,188 | |
| 4,969 |
| — | |
| — | |
| — | |
| — | |
| 4,969 |
Net unit settlement to satisfy tax withholding upon vesting | |
| — | | — | |
| — | | — | |
| (7,143) |
| — | |
| — | |
| — | |
| — | |
| (7,143) |
Amortization of share-based compensation | |
| — | | — | |
| — | | — | |
| 40,965 |
| — | |
| — | |
| — | |
| — | |
| 40,965 |
Reclassification of vested share-based awards | |
| — | | — | |
| — | | — | |
| (28,277) |
| — | |
| 28,277 | |
| — | |
| — | |
| — |
Adjustment to redeemable partnership units | |
| (7,341) | | — | |
| — | | — | |
| 7,341 |
| — | |
| — | |
| — | |
| — | |
| 7,341 |
Distributions | |
| (380) | | — | |
| — | | — | |
| (716,464) |
| — | |
| (15,813) | |
| — | |
| — | |
| (732,277) |
Contributions from noncontrolling interests in consolidated entities | | | 1,703 | | — | | | — | | — | | | — | | — | | | — | | | — | | | 11,527 | | | 11,527 |
Net income | |
| 70 | | — | |
| — | | — | |
| 136,708 |
| — | |
| 3,030 | |
| — | |
| 965 | |
| 140,703 |
Other comprehensive loss—foreign currency translation adjustments | |
| — | | — | |
| — | | — | |
| — |
| — | |
| — | |
| (307,790) | |
| — | |
| (307,790) |
Other comprehensive loss—fair value of interest rate swaps | |
| — | | — | |
| — | | — | |
| — |
| — | |
| — | |
| (988) | |
| — | |
| (988) |
Other comprehensive income—reclassification of accumulated other comprehensive income to interest expense | | | — | | — | | | — | | — | | | — | | — | | | — | | | (62) | | | — | | | (62) |
Balance as of June 30, 2022 |
| $ | 41,047 | | 30,200,000 | | $ | 731,690 | | 284,733,922 | | $ | 16,882,503 |
| 6,299,478 | | $ | 446,937 | | $ | (490,285) | | $ | 59,374 | | $ | 17,630,219 |
See accompanying notes to the condensed consolidated financial statements.
16
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CAPITAL
(unaudited, in thousands, except unit data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | Accumulated | | | | | | ||
| | Redeemable | | General Partner | | Limited Partners | | Other | | | | | | ||||||||||||||
| | Limited Partner | | Preferred Units | | Common Units | | Common Units | | Comprehensive | | Noncontrolling | | | | ||||||||||||
Three Months Ended June 30, 2021 |
| Common Units |
| Units |
| Amount |
| Units |
| Amount |
| Units |
| Amount |
| Income (Loss), Net |
| Interests |
| Total Capital | |||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of March 31, 2021 |
| $ | 40,097 | | 38,250,000 | | $ | 950,940 | | 281,372,310 | | $ | 16,750,580 |
| 7,741,271 | | $ | 577,015 | | $ | (83,506) | | $ | 150,295 | | $ | 18,345,324 |
Conversion of limited partner common units to general partner common units | |
| — | | — | |
| — | | 698,485 | |
| 57,784 | | (698,485) | |
| (57,784) | |
| — | |
| — | |
| — |
Payment of common unit offering costs and other, net | | | — | | — | |
| — | | 477,762 | | | 75,670 | | — | | | — | | | — | |
| — | |
| 75,670 |
Issuance of limited partner common units, net | |
| — | | — | |
| — | | — | |
| — | | 12,623 | |
| — | |
| — | |
| — | |
| — |
Amortization of share-based compensation | |
| — | | — | |
| — | | — | |
| 21,063 | | — | |
| — | |
| — | |
| — | |
| 21,063 |
Vesting of restricted common units, net | |
| — | | — | |
| — | | 54,595 | |
| — | | — | |
| — | |
| — | |
| — | |
| — |
Reclassification of vested share-based awards | | | — | | — | | | — | | — | | | (2,322) | | — | | | 2,322 | | | — | |
| — | |
| — |
Redemption of series C preferred units | |
| — | | (8,050,000) | |
| (219,250) | | — | |
| 18,000 | | — | |
| — | |
| — | |
| — | |
| (201,250) |
Units repurchased and retired to satisfy tax withholding upon vesting | | | — | | — | |
| — | | — | |
| (6,131) | | — | |
| — | |
| — | |
| — | |
| (6,131) |
Adjustment to redeemable partnership units | |
| 1,501 | | — | |
| — | | — | |
| (1,501) | | — | |
| — | |
| — | |
| — | |
| (1,501) |
Distributions | | | (181) | | — | | | (11,885) | | — | | | (328,279) | | — | | | (7,801) | | | — | | | — | | | (347,965) |
Contributions from noncontrolling interests in consolidated entities | | | — | | — | | | — | | — | | | — | | — | | | — | | | — | | | 41,055 | | | 41,055 |
Net income | |
| 73 | | — | |
| 11,885 | | — | |
| 109,369 | | — | |
| 3,127 | |
| — | |
| 1,344 | |
| 125,725 |
Other comprehensive income—foreign currency translation adjustments | |
| — | | — | |
| — | | — | |
| — | | — | |
| — | |
| 111,678 | |
| — | |
| 111,678 |
Other comprehensive income—fair value of interest rate swaps | |
| — | | — | |
| — | | — | |
| — | | — | |
| — | |
| 226 | |
| — | |
| 226 |
Other comprehensive income—reclassification of accumulated other comprehensive loss to interest expense | |
| — | | — | |
| — | | — | |
| — | | — | |
| — | |
| 353 | | | — | | | 353 |
Balance as of June 30, 2021 |
| $ | 41,490 | | 30,200,000 | | $ | 731,690 | | 282,603,152 | | $ | 16,694,233 |
| 7,055,409 | | $ | 516,879 | | $ | 28,751 | | $ | 192,694 | | $ | 18,164,247 |
See accompanying notes to the condensed consolidated financial statements.
17
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CAPITAL
(unaudited, in thousands, except unit data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | Accumulated | | | | | | ||
| | Redeemable | | General Partner | | Limited Partners | | Other | | | | | | ||||||||||||||
| | Noncontrolling | | Preferred Units | | Common Units | | Common Units | | Comprehensive | | Noncontrolling | | | | ||||||||||||
Six Months Ended June 30, 2021 |
| Interests |
| Units |
| Amount |
| Units |
| Amount |
| Units |
| Amount |
| Income, Net |
| Interests |
| Total Capital | |||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of December 31, 2020 |
| $ | 42,011 | | 38,250,000 | | $ | 950,940 | | 280,289,726 | | $ | 16,631,747 | | 8,046,267 | | $ | 609,190 | | $ | 134,800 | | $ | 119,659 | | $ | 18,446,336 |
Conversion of limited partner common units to general partner common units | |
| — | | — | |
| — | | 1,340,675 | |
| 111,397 | | (1,340,675) | |
| (111,397) | |
| — | |
| — | |
| — |
Common units issued in connection with acquisition | |
| — | | — | | | — | | 125,395 | | | 18,270 | | — | | | — | | | — | | | — | | | 18,270 |
Issuance of common units, net of offering costs | |
| — | | — | |
| — | | 477,762 | |
| 75,438 | | — | |
| — | |
| — | |
| — | |
| 75,438 |
Issuance of limited partner common units, net | |
| — | | — | |
| — | | — | |
| — | | 349,817 | |
| — | |
| — | |
| — | |
| — |
Units issued in connection with employee stock purchase plan | |
| — | | — | |
| — | | 29,475 | |
| 3,427 | | — | |
| — | |
| — | |
| — | |
| 3,427 |
Units repurchased and retired to satisfy tax withholding upon vesting | |
| — | | — | |
| — | | — | |
| (15,849) | | — | |
| — | |
| — | |
| — | |
| (15,849) |
Amortization of share-based compensation | |
| — | | — | |
| — | | — | |
| 49,851 | | — | |
| — | |
| — | |
| — | |
| 49,851 |
Vesting of restricted common units, net | |
| — | | — | |
| — | | 340,119 | |
| — | | — | |
| — | |
| — | |
| — | |
| — |
Reclassification of vested share-based awards | | | — | | — | | | — | | — | | | (22,870) | | — | | | 22,870 | | | — | | | — | | | — |
Redemption of series C preferred units | |
| — | | (8,050,000) | |
| (219,250) | | — | |
| 18,000 | | — | |
| — | |
| — | |
| — | |
| (201,250) |
Adjustment to redeemable partnership units | |
| 1,709 | | — | |
| — | | — | |
| (1,709) | | — | |
| — | |
| — | |
| — | |
| (1,709) |
Distributions | |
| (362) | | — | |
| (25,399) | | — | |
| (655,244) | | — | |
| (16,502) | |
| — | |
| — | |
| (697,145) |
Contributions from (distributions to) noncontrolling interests in consolidated entities | |
| (2,150) | | — | |
| — | | — | |
| — | | — | |
| — | |
| — | |
| 72,735 | |
| 72,735 |
Net income | |
| 282 | | — | |
| 25,399 | | — | |
| 481,775 | | — | |
| 12,718 | |
| — | |
| 300 | |
| 520,192 |
Other comprehensive loss—foreign currency translation adjustments | |
| — | | — | |
| — | | — | |
| — | | — | |
| — | |
| (107,324) | |
| — | |
| (107,324) |
Other comprehensive income—fair value of interest rate swaps | | | — | | — | | | — | | — | | | — | | — | | | — | | | 563 | | | — | | | 563 |
Other comprehensive income—reclassification of accumulated other comprehensive loss to interest expense | |
| — | | — | |
| — | | — | |
| — | | — | |
| — | |
| 712 | |
| — | |
| 712 |
Balance as of June 30, 2021 |
| $ | 41,490 | | 30,200,000 | | $ | 731,690 | | 282,603,152 | | $ | 16,694,233 | | 7,055,409 | | $ | 516,879 | | $ | 28,751 | | $ | 192,694 | | $ | 18,164,247 |
See accompanying notes to the condensed consolidated financial statements.
18
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
| | | | | | |
| | Six Months Ended June 30, | ||||
| | 2022 |
| 2021 | ||
Cash flows from operating activities: | | |
|
| |
|
Net income | | $ | 140,773 | | $ | 520,474 |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | |
Gain on disposition of properties, net | |
| (2,770) | |
| (334,420) |
Equity in (earnings) of unconsolidated entities | |
| (26,870) | |
| (29,112) |
Distributions from unconsolidated entities | |
| 22,972 | |
| 57,631 |
Depreciation and amortization | | | 759,099 | | | 738,714 |
Amortization of share-based compensation | |
| 40,965 | |
| 47,668 |
Loss from early extinguishment of debt | |
| 51,135 | |
| 18,347 |
Straight-lined rents and amortization of above and below market leases | |
| (16,885) | |
| (14,908) |
Amortization of deferred financing costs and debt discount / premium | | | 9,359 | | | 9,571 |
Other items, net | | | 17,024 | | | 30,586 |
Changes in assets and liabilities: | | | | | | |
Increase in accounts receivable and other assets | | | (248,310) | | | (126,688) |
Increase (decrease) in accounts payable and other liabilities | |
| 37,086 | |
| (67,372) |
Net cash provided by operating activities | | | 783,578 | | | 850,491 |
Cash flows from investing activities: | |
| | | | |
Improvements to investments in real estate | |
| (1,067,027) | |
| (1,081,446) |
Cash paid for assets acquired | | | (97,205) | | | (168,439) |
(Investment in) proceeds from unconsolidated entities, net | |
| (199,945) | |
| 6,131 |
Proceeds from sale of real estate | | | — | | | 703,936 |
Other investing activities, net | | | (63,655) | | | (18,827) |
Net cash (used in) investing activities | | | (1,427,832) | | | (558,645) |
Cash flows from financing activities: | | | | | | |
Net proceeds from credit facilities | | $ | 1,077,719 | | $ | 508,169 |
Borrowings on secured / unsecured debt | | | 1,125,451 | | | 1,218,650 |
Repayments on secured / unsecured debt | |
| (450,737) | |
| (886,963) |
Premium paid for early extinguishment of debt | | | (49,662) | | | (16,482) |
Capital contributions from noncontrolling interests, net | |
| 17,977 | | | 70,585 |
General partner contributions | | | — | | | 75,438 |
General partner distributions | | | — | | | (201,250) |
Payments of dividends and distributions | |
| (1,071,386) | |
| (1,021,893) |
Other financing activities, net | |
| (16,271) | |
| (21,602) |
Net cash provided by (used in) financing activities | |
| 633,091 | |
| (275,348) |
Net (decrease) increase in cash, cash equivalents and restricted cash | |
| (11,163) | |
| 16,498 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | | | (31,101) | | | (11,637) |
Cash, cash equivalents and restricted cash at beginning of period | | | 151,485 | | | 123,652 |
Cash, cash equivalents and restricted cash at end of period | | $ | 109,221 | | $ | 128,513 |
See accompanying notes to the condensed consolidated financial statements.
19
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. General
Organization and Description of Business. Digital Realty Trust, Inc. (the Parent), through its controlling interest in Digital Realty Trust, L.P. (the Operating Partnership or the OP) and the subsidiaries of the OP (collectively, we, our, us or the Company), is a leading global provider of data center (including colocation and interconnection) solutions for customers across a variety of industry verticals ranging from cloud and information technology services, social networking and communications to financial services, manufacturing, energy, healthcare, and consumer products. The OP, a Maryland limited partnership, is the entity through which the Parent, a Maryland corporation, conducts its business of owning, acquiring, developing and operating data centers. The Parent operates as a REIT for federal income tax purposes.
The Parent’s only material asset is its ownership of partnership interests of the OP. The Parent generally does not conduct business itself, other than acting as the sole general partner of the OP, issuing public securities from time to time and guaranteeing certain unsecured debt of the OP and certain of its subsidiaries and affiliates. The Parent has not issued any debt but guarantees the unsecured debt of the OP and certain of its subsidiaries and affiliates.
The OP holds substantially all the assets of the Company. The OP conducts the operations of the business and has no publicly traded equity. Except for net proceeds from public equity issuances by the Parent, which are generally contributed to the OP in exchange for partnership units, the OP generally generates the capital required by the Company’s business primarily through the OP’s operations, by the OP’s or its affiliates’ direct or indirect incurrence of indebtedness or through the issuance of partnership units.
Accounting Principles and Basis of Presentation. The accompanying unaudited interim condensed consolidated financial statements and accompanying notes (the “Financial Statements”) are prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and are presented in our reporting currency, the U.S. dollar. All of the accounts of the Parent, the OP, and the subsidiaries of the OP are included in the accompanying Financial Statements. All material intercompany transactions with consolidated entities have been eliminated. In the opinion of management, the unaudited interim consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair statement of the results for the interim periods presented. Interim results are not always indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2021 (“2021 Form 10-K”), as filed with the U.S. Securities and Exchange Commission (“SEC”), our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, as filed with the SEC, and other filings with the SEC.
Management Estimates and Assumptions. U.S. GAAP requires that we make estimates and assumptions that affect reported amounts of revenue and expenses during the reporting period, reported amounts for assets and liabilities as of the date of the financial statements, and disclosures of contingent assets and liabilities as of the date of the financial statements. Although we believe the estimates and assumptions we made are reasonable and appropriate, as discussed in the applicable sections throughout the consolidated financial statements, different assumptions and estimates could materially impact our reported results. Actual results and outcomes may differ from our assumptions.
New Accounting Pronouncements. Recently issued accounting pronouncements that have yet to be adopted by the Company are not expected to have a material impact to the condensed consolidated financial statements.
20
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. Investments in Properties
A summary of our investments in properties is below (in thousands):
| | | | | | | |
Property Type | | As of June 30, 2022 | | | As of December 31, 2021 | ||
Land | | $ | 1,033,770 | | | $ | 1,019,723 |
Acquired ground lease | | | 6,051 | | | | 6,721 |
Buildings and improvements | | | 22,319,146 | | | | 21,914,091 |
Tenant improvements | | | 706,966 | | | | 684,915 |
| | | 24,065,933 | | | | 23,625,450 |
Accumulated depreciation and amortization | | | (6,665,118) | | | | (6,210,281) |
Investments in operating properties, net | | | 17,400,815 | | | | 17,415,169 |
Construction in progress and space held for development | | | 3,362,114 | | | | 3,213,389 |
Land held for future development | | | 37,460 | | | | 133,683 |
Investments in properties, net | | $ | 20,800,389 | | | $ | 20,762,241 |
3. Leases
Lessor Accounting
We generate most of our revenue by leasing operating properties to customers under operating lease agreements. We recognize the total minimum lease payments provided for under the leases on a straight-line basis over the lease term if we determine that it is probable that substantially all of the lease payments will be collected over the lease term. Otherwise, rental revenue is recognized based on the amount contractually due. Generally, under the terms of our leases, most of our rental expenses, including common area maintenance, real estate taxes and insurance, are recovered from our customers. We record amounts reimbursed by customers in the period the applicable expenses are incurred, which is generally ratably throughout the term of the lease. Reimbursements are recognized in rental and other services revenue in the condensed consolidated income statements as we are the primary obligor with respect to purchasing and selecting goods and services from third-party vendors and bearing the associated credit risk.
Lessee Accounting
We lease space at certain of our data centers from third parties and certain equipment under noncancelable lease agreements. Leases for our data centers expire at various dates through 2069. As of June 30, 2022, certain of our data centers, primarily in Europe and Singapore, are subject to ground leases. As of June 30, 2022, the termination dates of these ground leases generally range from 2049 to 2108. In addition, our corporate headquarters along with several regional office locations are subject to leases with termination dates ranging from 2022 to 2028. The leases generally require us to make fixed rental payments that increase at defined intervals during the term of the lease plus pay our share of common area, real estate and utility expenses as incurred. The leases neither contain residual value guarantees nor impose material restrictions or covenants on us. Further, the leases have been classified and accounted for as either operating or finance leases. Rent expense related to operating leases included in rental property operating and maintenance expense in the condensed consolidated income statements amounted to approximately $35.6 million and $37.4 million for the three months ended June 30, 2022 and 2021, respectively, and approximately $73.0 million for each of the six months ended June 30, 2022 and 2021.
21
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
4. Receivables
Accounts and Other Receivables, Net
Accounts and other receivables, net is primarily comprised of contractual rents and other lease-related obligations currently due from customers. These amounts are shown in the subsequent table as Accounts receivable – trade. Other receivables shown separately from Accounts receivable – trade, consist primarily of amounts that have not yet been billed to customers, such as for utility reimbursements and installation fees.
| | | | | | |
| | Balance as of | | Balance as of | ||
(Amounts in thousands): | | June 30, 2022 | | December 31, 2021 | ||
Accounts receivable – trade, net | | $ | 493,754 | | $ | 399,029 |
Allowance for doubtful accounts | | | (37,799) | | | (28,574) |
Accounts receivable, net | | | 455,955 | | | 370,455 |
| | | | | | |
Accounts receivable – customer recoveries | | | 160,577 | | | 131,538 |
Value-added tax receivables | | | 81,849 | | | 104,036 |
Accounts receivable – installation fees | | | 50,482 | | | 43,626 |
Other receivables | | | 48,345 | | | 22,066 |
Accounts and other receivables, net | | $ | 797,208 | | $ | 671,721 |
Deferred Rent
Deferred rent receivables represent rental income that has been recognized as revenue under ASC 842, but which is not yet due from customers under their existing rental agreements. The Company recognizes an allowance against deferred rent receivables to the extent it becomes no longer probable that a customer or group of customers will be able to make substantially all of their required cash rental payments over the entirety of their respective lease terms.
| | | | | | |
| | Balance as of | | Balance as of | ||
(Amounts in thousands): | | June 30, 2022 | | December 31, 2021 | ||
Deferred rent receivables | | $ | 577,723 | | $ | 556,251 |
Allowance for deferred rent receivables | | | (23,707) | | | (8,866) |
Deferred rent receivables, net | | $ | 554,016 | | $ | 547,385 |
22
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
5. Investments in Unconsolidated Entities
See below for a summary of our investments in unconsolidated entities accounted for under the equity method of accounting as presented in our condensed consolidated balance sheets (in thousands):
| | | | | | | | | | | | | |
| | Year | | Metropolitan | | | | | Balance as of | | Balance as of | ||
Entity | | Entity Formed | | Area of Properties | | % Ownership | | | June 30, 2022 | | | December 31, 2021 | |
Digital Core REIT (DCRU) | | 2021 | | U.S. / Canada | | 35 | % | | $ | 342,464 | | $ | 343,317 |
Ownership interest in DCRU operating properties | | 2021 | | U.S. / Canada | | 10 | % | | | 140,499 | | | 144,050 |
Ascenty | | 2019 | | Brazil / Chile / Mexico | | 51 | % | | | 645,184 | | | 553,031 |
Mapletree | | 2019 | | Northern Virginia | | 20 | % | | | 166,507 | | | 172,465 |
Mitsubishi | | Various | | Osaka / Tokyo | | 50 | % | |
| 399,786 | |
| 401,509 |
Lumen | | 2012 | | Hong Kong | | 50 | % | |
| 69,144 | |
| 68,854 |
Other | | Various | | U.S. / India / Nigeria | | Various | | |
| 178,965 | |
| 124,463 |
Total | | | |
| |
| | | $ | 1,942,549 | | $ | 1,807,689 |
DCREIT – Digital Core REIT is a standalone real estate investment trust publicly-traded on the Singapore Exchange under the ticker symbol “DCRU”. Digital Core REIT owns 10 operating data center properties. The Company’s ownership interest in the units of DCRU, as well as its ownership interest in the operating properties of DCRU are collectively referred to as the Company’s investment in DCREIT. As of June 30, 2022, the Company held 35% of the outstanding DCRU units and separately owned a 10% retained interest in the underlying operating properties. The Company’s 35% interest in DCRU consisted of 392 million units and 390 million units as of June 30, 2022 and December 31, 2021, respectively. Based on the closing price per unit of $0.77 as of June 30, 2022, the fair value of the units the Company owns in DCRU was approximately $302 million. Based on the closing price per unit of $1.16 as of December 31, 2021, the fair value of the units the Company owns in DCRU was approximately $453 million. This value does not include the value of the Company’s 10% interest in the operating properties of DCRU, because the associated ownership interests are not publicly traded. The Company accounts for its investment in DCREIT as an equity method investment (and not at fair value) based on the significant influence it is able to exert on DCREIT. The Company determined that the decline in fair value of the investment in DCRU as compared to the Company’s book basis as of June 30, 2022 was temporary in nature.
Pursuant to contractual agreements with the DCRU and its operating properties, the Company will earn fees for asset and property management services as well as fees for aiding in future acquisition, disposition and development activities. Certain of these fees are payable to the Company in the form of additional units in DCRU or in cash. During the three and six months ended June 30, 2022, the Company earned fees pursuant to these contractual agreements of approximately $2.8 million and $5.1 million, respectively, which is recorded as fee income and other on the condensed consolidated income statement.
Ascenty – The Company’s ownership interest in Ascenty includes an approximate 2% interest held by one of the Company’s non-controlling interest holders. This 2% interest had a carrying value of approximately $22.6 million and $20.9 million as of June 30, 2022 and December 31, 2021, respectively. Ascenty is a variable interest entity (“VIE”) and the Company’s maximum exposure to loss related to this VIE is limited to our equity investment in the entity.
The debt of our unconsolidated entities generally is non-recourse to us, except for customary exceptions pertaining to matters such as intentional misuse of funds, environmental conditions, and material misrepresentations.
23
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
6. Goodwill
Goodwill represents the excess of the purchase price over the fair value of net tangible and intangible assets acquired in a business combination. Changes in the value of goodwill at June 30, 2022 as compared to December 31, 2021 were driven by changes in exchange rates associated with goodwill balances denominated in foreign currencies – primarily the devaluation of the Euro as compared to the U.S. dollar.
7. Acquired Intangible Assets and Liabilities
The following table summarizes our acquired intangible assets and liabilities:
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | Balance as of | ||||||||||||||||
| | June 30, 2022 | | December 31, 2021 | ||||||||||||||
(Amounts in thousands) | | | Gross Carrying Amount | | | Accumulated Amortization | | | Net Carrying Amount | | | Gross Carrying Amount | | | Accumulated Amortization | | | Net Carrying Amount |
Customer relationship value | | $ | 2,735,560 | | $ | (789,285) | | $ | 1,946,275 | | $ | 2,838,842 | | $ | (721,983) | | $ | 2,116,859 |
Acquired in-place lease value | | | 1,267,777 | | | (1,016,192) | | | 251,585 | | | 1,278,012 | | | (995,883) | | | 282,129 |
Other | | | 94,121 | | | (20,059) | | | 74,062 | | | 101,869 | | | (14,688) | | | 87,181 |
Acquired above-market leases | | | 265,367 | | | (250,626) | | | 14,741 | | | 268,724 | | | (247,135) | | | 21,589 |
Acquired below-market leases | | | (347,781) | | | 252,627 | | | (95,154) | | | (351,052) | | | 247,877 | | | (103,175) |
Amortization of customer relationship value, acquired in-place lease value and other intangibles (a component of depreciation and amortization expense) was approximately $57.3 million and $66.4 million for the three months ended June 30, 2022 and 2021 respectively, and approximately $118.9 million and $134.1 million for the six months ended June 30, 2022 and 2021, respectively.
Amortization of acquired below-market leases, net of acquired above-market leases, resulted in an increase in rental and other services revenue of $0.3 million and a decrease of $(1.1) million for the three months ended June 30, 2022 and 2021, respectively and $0.6 million and $(2.6) million for the six months ended June 30, 2022 and 2021, respectively.
24
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Estimated annual amortization for each of the five succeeding years and thereafter, commencing July 1, 2022 is as follows:
| | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | |
(Amounts in thousands) | | Customer relationship value | | | Acquired in-place lease value | | | Other (1) | | | Acquired above-market leases | | | Acquired below-market leases |
Remainder of 2022 | $ | 81,641 | | $ | 24,499 | | $ | 4,560 | | $ | 4,363 | | $ | (6,683) |
2023 |
| 162,614 | |
| 43,327 | |
| 3,021 | |
| 4,758 | |
| (12,507) |
2024 |
| 162,034 | |
| 37,709 | |
| 1,677 | |
| 2,584 | |
| (11,214) |
2025 |
| 161,532 | |
| 34,679 | |
| 1,638 | |
| 1,452 | |
| (10,225) |
2026 |
| 161,097 | |
| 30,619 | |
| 1,442 | |
| 684 | |
| (8,663) |
Thereafter |
| 1,217,357 | |
| 80,752 | |
| 19,941 | |
| 900 | |
| (45,862) |
Total | $ | 1,946,275 | | $ | 251,585 | | $ | 32,279 | | $ | 14,741 | | $ | (95,154) |
(1) | Excludes power grid rights in the amount of approximately $41.8 million that are currently not being amortized. Amortization of these assets will begin once the data centers associated with the power grid rights are placed into service. |
8. Debt of the Operating Partnership
All debt is currently held by the OP or its consolidated subsidiaries, and the Parent is the guarantor or co-guarantor of the global revolving credit facilities and unsecured senior notes. A summary of outstanding indebtedness is as follows (in thousands):
| | | | | | | | | | | | |
|
| June 30, 2022 |
| December 31, 2021 | ||||||||
| | Weighted- | | | | | Weighted- | | | | ||
| | average | | Amount | | average | | Amount | ||||
| | interest rate | | Outstanding | | interest rate | | Outstanding | ||||
Global revolving credit facilities | | 1.95 | % | | $ | 1,458,730 | | 0.96 | % | | $ | 415,116 |
Unsecured senior notes | | 2.12 | % | | | 12,792,422 | | 2.26 | % | | | 13,000,042 |
Secured and other debt | | 3.64 | % | |
| 159,024 | | 3.47 | % | |
| 147,082 |
Total | | 2.12 | % | | $ | 14,410,176 |
| 2.23 | % | | $ | 13,562,240 |
The weighted-average interest rates shown represent interest rates at the end of the periods for the debt outstanding and include the impact of designated interest rate swaps, which effectively fix the interest rates on certain variable rate debt.
We primarily borrow in the functional currencies of the countries where we invest. Included in the outstanding balances were borrowings denominated in the following currencies (in thousands, U.S. dollars):
| | | | | | | | | | | | |
| | June 30, 2022 | | December 31, 2021 | ||||||||
| | Amount | | | | | Amount | | | | ||
Denomination of Draw |
| Outstanding |
| % of Total | | Outstanding |
| % of Total | ||||
U.S. dollar ($) | | $ | 3,590,903 |
| 24.9 | % | | $ | 3,141,951 |
| 23.2 | % |
British pound sterling (£) |
| | 1,887,590 |
| 13.1 | % | | | 2,117,758 | | 15.6 | % |
Euro (€) | | | 7,789,612 | | 54.1 | % | | | 7,532,057 | | 55.5 | % |
Other | | | 1,142,071 | | 7.9 | % | | | 770,474 | | 5.7 | % |
Total | | $ | 14,410,176 |
| | | | $ | 13,562,240 |
| | |
25
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The table below summarizes our debt maturities and principal payments as of June 30, 2022 (in thousands):
| | | | | | | | | | | | |
| | Global Revolving | | Unsecured | | Secured and | | | | |||
|
| Credit Facilities (1) |
| Senior Notes |
| Other Debt |
| Total Debt | ||||
2022 | | $ | — | | $ | 629,040 | | $ | — | | $ | 629,040 |
2023 | | | — | | | 104,725 | | | 3,081 | | | 107,806 |
2024 | | | — | | | 933,490 | | | — | | | 933,490 |
2025 |
| | — |
| | 1,168,580 |
| | — |
| | 1,168,580 |
2026 |
| | — |
| | 1,415,023 |
| | — |
| | 1,415,023 |
Thereafter |
| | 1,458,730 |
| | 8,541,564 |
| | 155,943 |
| | 10,156,237 |
Subtotal | | $ | 1,458,730 | | $ | 12,792,422 | | $ | 159,024 | | $ | 14,410,176 |
Unamortized net discounts | |
| — | |
| (36,026) | |
| — | |
| (36,026) |
Unamortized deferred financing costs | | | (18,690) | | | (60,828) | | | (325) | | | (79,843) |
Total | | $ | 1,440,040 | | $ | 12,695,568 | | $ | 158,699 | | $ | 14,294,307 |
(1) | Includes amounts outstanding for the Global Revolving Credit Facility and the Yen Revolving Credit Facility (together, referred to as the “Global Revolving Credit Facilities”). |
Unsecured Senior Notes
The following table provides details of our unsecured senior notes (balances in thousands):
| | | | | | | | | | | | | | |
| | Aggregate Principal Amount at Issuance | | | | Balance as of | ||||||||
| | Borrowing Currency | | USD | | Maturity Date | | June 30, 2022 | | December 31, 2021 | ||||
Floating rate notes due 2022 | | € | 300,000 | | $ | 349,800 | | Sep 23, 2022 | | $ | 314,520 | | $ | 341,100 |
0.125% notes due 2022 | | € | 300,000 | | | 332,760 | | Oct 15, 2022 | | | 314,520 | | | 341,100 |
0.600% notes due 2023 | | CHF | 100,000 | | | 108,310 | | Oct 02, 2023 | | | 104,725 | | | - |
2.625% notes due 2024 | | € | 600,000 | | | 677,040 | | Apr 15, 2024 | | | 629,040 | | | 682,200 |
2.750% notes due 2024 | | £ | 250,000 | | | 324,925 | | Jul 19, 2024 | | | 304,450 | | | 338,300 |
4.250% notes due 2025 | | £ | 400,000 | | | 634,480 | | Jan 17, 2025 | | | 487,120 | | | 541,280 |
0.625% notes due 2025 | | € | 650,000 | | | 720,980 | | Jul 15, 2025 | | | 681,460 | | | 739,050 |
4.750% notes due 2025 | | $ | 450,000 | | | 450,000 | | Oct 01, 2025 | | | - | | | 450,000 |
2.500% notes due 2026 | | € | 1,075,000 | | | 1,224,640 | | Jan 16, 2026 | | | 1,127,030 | | | 1,222,275 |
0.200% notes due 2026 | | CHF | 275,000 | | | 298,404 | | Dec 15, 2026 | | | 287,993 | | | 301,419 |
1.700% notes due 2027 | | CHF | 150,000 | | | 162,465 | | Mar 30, 2027 | | | 157,087 | | | - |
3.700% notes due 2027 | | $ | 1,000,000 | | | 1,000,000 | | Aug 15, 2027 | | | 1,000,000 | | | 1,000,000 |
1.125% notes due 2028 | | € | 500,000 | | | 548,550 | | Apr 09, 2028 | | | 524,200 | | | 568,500 |
4.450% notes due 2028 | | $ | 650,000 | | | 650,000 | | Jul 15, 2028 | | | 650,000 | | | 650,000 |
0.550% notes due 2029 | | CHF | 270,000 | | | 292,478 | | Apr 16, 2029 | | | 282,757 | | | 295,938 |
3.600% notes due 2029 | | $ | 900,000 | | | 900,000 | | Jul 01, 2029 | | | 900,000 | | | 900,000 |
3.300% notes due 2029 | | £ | 350,000 | | | 454,895 | | Jul 19, 2029 | | | 426,230 | | | 473,620 |
1.500% notes due 2030 | | € | 750,000 | | | 831,900 | | Mar 15, 2030 | | | 786,300 | | | 852,750 |
3.750% notes due 2030 | | £ | 550,000 | | | 719,825 | | Oct 17, 2030 | | | 669,790 | | | 744,260 |
1.250% notes due 2031 | | € | 500,000 | | | 560,950 | | Feb 01, 2031 | | | 524,200 | | | 568,500 |
0.625% notes due 2031 | | € | 1,000,000 | | | 1,220,700 | | Jul 15, 2031 | | | 1,048,400 | | | 1,137,000 |
1.000% notes due 2032 | | € | 750,000 | | | 874,500 | | Jan 15, 2032 | | | 786,300 | | | 852,750 |
1.375% notes due 2032 | | € | 750,000 | | | 849,375 | | Jul 18, 2032 | | | 786,300 | | | - |
| | | | | | | | | | $ | 12,792,422 | | $ | 13,000,042 |
Unamortized discounts, net of premiums | | | | | | | | (36,026) | | | (33,612) | |||
Deferred financing costs, net | | | | | | | | (60,828) | | | (63,060) | |||
Total unsecured senior notes, net of discount and deferred financing costs | | $ | 12,695,568 | | $ | 12,903,370 |
26
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Restrictive Covenants in Unsecured Senior Notes
The indentures governing our senior notes contain certain covenants, including (1) a leverage ratio not to exceed 60%, (2) a secured debt leverage ratio not to exceed 40% and (3) an interest coverage ratio of greater than 1.50. The covenants also require us to maintain total unencumbered assets of not less than 150% of the aggregate principal amount of unsecured debt. At June 30, 2022, we were in compliance with each of these financial covenants.
Early Extinguishment of Unsecured Senior Notes
We recognized the following losses on early extinguishment of unsecured notes:
● | During the six months ended June 30, 2022: $51.1 million primarily due to redemption of the 4.750% Notes due 2025 in February 2022. |
● | During the six months ended June 30, 2021: $18.3 million primarily due to redemption of the 2.750% Notes due 2023 in February 2021. |
Global Revolving Credit Facility Amendment
On April 5, 2022, the Operating Partnership entered into an amendment (the “Amendment”) to the Second Amended and Restated Global Senior Credit Agreement (the “Credit Agreement”) The Amendment provides for, among other things: (1) an increase in the size of the global revolving credit facility from $3.0 billion to $3.75 billion and (2) the transition from U.S. dollar London Interbank Offered Rate (LIBOR) to Term Secured Overnight Financing Rate (SOFR) for floating rate borrowings denominated in U.S. dollars for all purposes under the Credit Agreement.
9. Earnings per Common Share or Unit
The following is a summary of basic and diluted income per share/unit (in thousands, except per share/unit amounts):
Digital Realty Trust, Inc. Earnings per Common Share
| | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, | ||||||||
|
| 2022 |
| 2021 |
| 2022 |
| 2021 | ||||
Net income available to common stockholders | | $ | 53,246 | | $ | 127,369 | | $ | 116,346 | | $ | 499,775 |
Weighted average shares outstanding—basic | |
| 284,694 | |
| 281,792 | |
| 284,610 | |
| 281,445 |
Potentially dilutive common shares: | |
|
| |
| | |
|
| |
| |
Unvested incentive units | |
| 178 | |
| 177 | |
| 183 | |
| 168 |
Unvested restricted stock | | | 49 | | | 165 | | | 62 | | | 143 |
Market performance-based awards | |
| 189 | |
| 300 | |
| 125 | |
| 320 |
Weighted average shares outstanding—diluted | |
| 285,110 | |
| 282,434 | |
| 284,980 | |
| 282,076 |
Income per share: | |
|
| |
|
| |
|
| |
|
|
Basic | | $ | 0.19 | | $ | 0.45 | | $ | 0.41 | | $ | 1.78 |
Diluted | | $ | 0.19 | | $ | 0.45 | | $ | 0.41 | | $ | 1.77 |
27
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Digital Realty Trust, L.P. Earnings per Unit
| | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, | ||||||||
|
| 2022 |
| 2021 |
| 2022 |
| 2021 | ||||
Net income available to common unitholders | | $ | 54,746 | | $ | 130,569 | | $ | 119,446 | | $ | 512,775 |
Weighted average units outstanding—basic | |
| 290,528 | |
| 288,843 | |
| 290,346 | |
| 288,588 |
Potentially dilutive common units: | |
|
| |
|
| |
|
| |
|
|
Unvested incentive units | |
| 178 | |
| 177 | |
| 183 | |
| 168 |
Unvested restricted units | | | 49 | | | 165 | | | 62 | | | 143 |
Market performance-based awards | |
| 189 | |
| 300 | |
| 125 | |
| 320 |
Weighted average units outstanding—diluted | |
| 290,944 | |
| 289,485 | |
| 290,716 | |
| 289,219 |
Income per unit: | |
|
| |
|
| |
|
| |
|
|
Basic | | $ | 0.19 | | $ | 0.45 | | $ | 0.41 | | $ | 1.78 |
Diluted | | $ | 0.19 | | $ | 0.45 | | $ | 0.41 | | $ | 1.77 |
The below table shows the securities that would be antidilutive or not dilutive to the calculation of earnings per share and unit. Common units of the Operating Partnership not owned by Digital Realty Trust, Inc. were excluded only from the calculation of earnings per share as they are not applicable to the calculation of earnings per unit. All other securities shown below were excluded from the calculation of both earnings per share and earnings per unit (in thousands).
| | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, | ||||
|
| 2022 |
| 2021 |
| 2022 |
| 2021 |
Shares subject to Forward Equity Offering | | 6,250 | | — | | 6,250 | | — |
Weighted average of Operating Partnership common units not owned by Digital Realty Trust, Inc. |
| 5,834 |
| 7,051 |
| 5,735 |
| 7,143 |
Potentially dilutive Series C Cumulative Redeemable Perpetual Preferred Stock |
| — |
| 689 |
| — |
| 1,082 |
Potentially dilutive Series J Cumulative Redeemable Preferred Stock |
| 1,536 |
| 1,317 |
| 1,494 |
| 1,390 |
Potentially dilutive Series K Cumulative Redeemable Preferred Stock | | 1,615 | | 1,385 | | 1,571 | | 1,461 |
Potentially dilutive Series L Cumulative Redeemable Preferred Stock | | 2,649 | | 2,272 | | 2,577 | | 2,397 |
Total |
| 17,884 |
| 12,714 |
| 17,627 |
| 13,473 |
28
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
10. Equity and Capital
Equity Distribution Agreement
Digital Realty Trust, Inc. and Digital Realty Trust, L.P. were parties to an at-the-market (ATM) equity offering sales agreement dated January 4, 2019, as amended in 2020 (the “2020 Sales Agreement”). Pursuant to the 2020 Sales Agreement, Digital Realty Trust, Inc. was able to issue and sell common stock having an aggregate offering price of up to $1.0 billion through various named agents from time to time. The 2020 Sales Agreement was terminated on April 1, 2022 when Digital Realty Trust, Inc. and Digital Realty Trust, L.P. entered into a new ATM equity offering sales agreement dated April 1, 2022 (the “2022 Sales Agreement”). At the time of the termination, $577.6 million remained unsold under the 2020 Sales Agreement. Pursuant to the 2022 Sales Agreement , Digital Realty Trust, Inc. can issue and sell common stock having an aggregate offering price of up to $1.5 billion through various named agents from time to time. For the six months ended June 30, 2022, we had 0 sales under the 2022 Sales Agreement and $1.5 billion is still available.
Forward Equity Sale
On September 13, 2021, Digital Realty Trust, Inc. completed an underwritten public offering of 6,250,000 shares of its common stock, all of which were offered in connection with forward sale agreements it entered into with certain financial institutions acting as forward purchasers. The forward purchasers borrowed and sold an aggregate of 6,250,000 shares of Digital Realty Trust, Inc.’s common stock in the public offering. Digital Realty Trust, Inc. did not receive any proceeds from the sale of our common stock by the forward purchasers in the public offering. The Company may receive gross proceeds of approximately $1.0 billion (based on the offering price of $155.69 per share) upon full physical settlement of the forward sale agreements, which is to be no later than March 13, 2023.
Upon physical settlement of the forward sale agreements, the Operating Partnership is expected to issue general partner common partnership units to Digital Realty Trust, Inc. in exchange for contribution of the net proceeds.
We account for our forward equity sales agreements in accordance with the accounting guidance governing financial instruments and derivatives. As of June 30, 2022, NaN of our forward equity sales agreements were deemed to be liabilities as they did not embody obligations to repurchase our shares, nor did they embody obligations to issue a variable number of shares for which the monetary value was predominantly fixed, varied with something other than the fair value of our shares, or varied inversely in relation to our shares. We also evaluated whether the agreements met the derivatives and hedging guidance scope exception to be accounted for as equity instruments and concluded that the agreements could be classified as equity contracts based on the following assessment: (i) none of the agreements’ exercise contingencies were based on observable markets or indices besides those related to the market for our own stock price and operations; and (ii) none of the settlement provisions precluded the agreements from being indexed to our own stock.
29
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Noncontrolling Interests in Operating Partnership
Noncontrolling interests in the Operating Partnership relate to the proportion of entities consolidated by the Company that are owned by third parties. The following table shows the ownership interest in the Operating Partnership as of June 30, 2022 and December 31, 2021 (in thousands):
| | | | | | | | | | |
| | June 30, 2022 | | December 31, 2021 | ||||||
| | Number of | | Percentage of | | Number of | | Percentage of | ||
|
| units |
| total | | units |
| total | ||
Digital Realty Trust, Inc. | | 284,734 | | 97.8 | % | | 284,415 | | 98.0 | % |
Noncontrolling interests consist of: |
| |
|
|
| | |
|
| |
Common units held by third parties |
| 4,387 |
| 1.5 | % | | 4,389 |
| 1.5 | % |
Incentive units held by employees and directors (see Note 12. "Incentive Plan") |
| 1,912 |
| 0.7 | % | | 1,543 |
| 0.5 | % |
|
| 291,033 |
| 100.0 | % | | 290,347 |
| 100.0 | % |
Limited partners have the right to require the Operating Partnership to redeem all or a portion of their common units for cash based on the fair market value of an equivalent number of shares of Digital Realty Trust, Inc. common stock at the time of redemption. Alternatively, Digital Realty Trust, Inc. may elect to acquire those common units in exchange for shares of its common stock on a 1-for-one basis, subject to adjustment in the event of stock splits, stock dividends, issuance of stock rights, specified extraordinary distributions and similar events. The common units and incentive units of the Operating Partnership are classified within equity, except for certain common units issued to certain former DuPont Fabros Technology, L.P. unitholders in the Company’s acquisition of DuPont Fabros Technology, Inc., which are subject to certain restrictions and, accordingly, are not presented as permanent equity in the condensed balance sheet.
The redemption value of the noncontrolling Operating Partnership common units and the vested incentive units was approximately $765.8 million and $1,074.7 million based on the closing market price of Digital Realty Trust, Inc. common stock on June 30, 2022 and December 31, 2021, respectively.
The following table shows activity for the noncontrolling interests in the Operating Partnership for the six months ended June 30, 2022 (in thousands):
| | | | | | |
|
| Common Units |
| Incentive Units |
| Total |
As of December 31, 2021 |
| 4,389 |
| 1,542 |
| 5,931 |
Redemption of common units for shares of Digital Realty Trust, Inc. common stock (1) |
| (2) |
| 0 |
| (2) |
Conversion of incentive units held by employees and directors for shares of Digital Realty Trust, Inc. common stock (1) |
| 0 |
| (15) |
| (15) |
Incentive units issued upon achievement of market performance condition |
| 0 |
| 221 |
| 221 |
Grant of incentive units to employees and directors |
| 0 |
| 167 |
| 167 |
Cancellation / forfeitures of incentive units held by employees and directors |
| 0 |
| (3) |
| (3) |
As of June 30, 2022 |
| 4,387 |
| 1,912 |
| 6,299 |
(1) | These redemptions and conversions were recorded as a reduction to noncontrolling interests in the Operating Partnership and an increase to common stock and additional paid-in capital based on the book value per unit in the accompanying consolidated balance sheet of Digital Realty Trust, Inc. |
30
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Dividends and Distributions
Digital Realty Trust, Inc. Dividends
We have declared and paid the following dividends on our common and preferred stock for the six months ended June 30, 2022 (in thousands, except per share data):
| | | | | | | | | | | | | | |
| | | | Series J | | Series K | | Series L | | | | |||
| | | | Preferred | | Preferred | | Preferred | | Common | ||||
Date dividend declared |
| Dividend payment date |
| Stock |
| Stock |
| Stock | | Stock | ||||
March 3, 2022 | | March 31, 2022 | | $ | 2,625 | | $ | 3,071 | | $ | 4,485 | | $ | 348,025 |
May 24, 2022 | | June 30, 2022 | | | 2,625 | | | 3,071 | | | 4,485 | | | 348,077 |
| | | | $ | 5,250 | | $ | 6,142 | | $ | 8,970 | | $ | 696,102 |
Annual rate of dividend per share | | | | $ | 1.31250 | | $ | 1.46250 | | $ | 1.30000 | | $ | 4.88000 |
Digital Realty Trust, L.P. Distributions
All distributions on the Operating Partnership’s units are at the discretion of Digital Realty Trust, Inc.’s Board of Directors. The table below shows the distributions declared and paid by the Operating Partnership on its common and preferred units for the six months ended June 30, 2022 (in thousands, except for per unit data):
| | | | | | | | | | | | | | |
| | | | Series J | | Series K | | Series L | | | | |||
| | | | Preferred | | Preferred | | Preferred | | Common | ||||
Date distribution declared |
| Distribution payment date |
| Units |
| Units | | Units | | Units | ||||
March 3, 2022 | | March 31, 2022 | | $ | 2,625 | | $ | 3,071 | | $ | 4,485 | | $ | 355,812 |
May 24, 2022 | | June 30, 2022 | | | 2,625 | | | 3,071 | | | 4,485 | | | 355,885 |
| | | | $ | 5,250 | | $ | 6,142 | | $ | 8,970 | | $ | 711,697 |
Annual rate of distribution per unit | | | | $ | 1.31250 | | $ | 1.46250 | | $ | 1.30000 | | $ | 4.88000 |
31
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
11. Accumulated Other Comprehensive Income (Loss), Net
The accumulated balances for each item within accumulated other comprehensive income (loss) are shown below (in thousands) for Digital Realty Trust, Inc. and separately for Digital Realty Trust, L.P:
Digital Realty Trust, Inc.
| | | | | | | | | | | | |
| | Foreign currency | | Cash flow | | Foreign currency net | | Accumulated other | ||||
| | translation | | hedge | | investment hedge | | comprehensive | ||||
|
| adjustments |
| adjustments |
| adjustments |
| income (loss), net | ||||
Balance as of December 31, 2021 | | $ | (212,653) | | $ | (107) | | $ | 38,880 | | $ | (173,880) |
Net current period change | |
| (300,656) | |
| (965) | |
| — | |
| (301,621) |
Reclassification to interest expense from interest rate swaps | |
| — | |
| (60) | |
| — | |
| (60) |
Balance as of June 30, 2022 | | $ | (513,309) | | $ | (1,132) | | $ | 38,880 | | $ | (475,561) |
Digital Realty Trust, L.P.
| | | | | | | | | | | | |
| | Foreign currency | | Cash flow | | Foreign currency net | | Accumulated other | ||||
| | translation | | hedge | | investment hedge | | comprehensive | ||||
|
| adjustments |
| adjustments |
| adjustments |
| income (loss) | ||||
Balance as of December 31, 2021 | | $ | (219,882) | | $ | (1,240) | | $ | 39,677 | | $ | (181,445) |
Net current period change | |
| (307,790) | |
| (988) | |
| — | |
| (308,778) |
Reclassification to interest expense from interest rate swaps | |
| — | |
| (62) | |
| — | |
| (62) |
Balance as of June 30, 2022 | | $ | (527,672) | | $ | (2,290) | | $ | 39,677 | | $ | (490,285) |
12. Incentive Plans
2014 Incentive Award Plan
The Company provides incentive awards in the form of common stock or awards convertible into common stock pursuant to the Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2014 Incentive Award Plan, as amended (the “Incentive Plan”). The major categories of awards that can be issued under the Incentive Plan include:
Long-Term Incentive Units (“LTIP Units”): LTIP Units, in the form of profits interest units of the Operating Partnership, may be issued to eligible participants for the performance of services to or for the benefit of the Operating Partnership. LTIP Units (other than Class D units), whether vested or not, receive the same quarterly per-unit distributions as Operating Partnership common units. Initially, LTIP Units do not have full parity with common units with respect to liquidating distributions. However, if such parity is reached, vested LTIP Units may be converted into an equal number of common units of the Operating Partnership at any time. The awards generally vest over periods between two and four years.
Service-Based Restricted Stock Units: Service-based Restricted Stock Units, which vest over periods between two and four years, convert to shares of Digital Realty Trust, Inc.’s common stock upon vesting.
Performance-Based Awards (“the Performance Awards”): Performance Awards in the form of Class D units of the Operating Partnership and Restricted Stock Units covering shares of Digital Realty Trust, Inc.’s common stock may be issued to officers and employees of the Company. Depending on the award, the total number of units that qualify to fully
32
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
vest is determined based on either a market performance criterion (“Market-Based Performance Awards”) or financial performance criterion (“Financial-Based Performance Awards”).
Market-Based Performance Awards.
The percentage of the total number of units that performance vest for Market-Based Performance Awards is determined by comparing the Company’s total shareholder return (“TSR”) relative to the MSCI US REIT Index (“RMS”) over a three-year period. The awards then have a time-based vesting element that allows for 50% of the performance-vested units to fully vest in the immediately following year and 50% of the performance-vested units to fully vest in the next-subsequent year. The fair value of these awards is determined using a Monte Carlo simulation to estimate the probability of the market vesting condition being satisfied.
Achievement of the market performance condition is measured based on the difference between Digital Realty Trust, Inc.’s TSR percentage and the TSR percentage of the RMS as is shown in the subsequent table (the “RMS Relative Market Performance”).
| | | | | |
| | | | Market | |
| | 2021-2022 | | Performance | |
| | RMS Relative | | Vesting | |
Level | | Market Performance | | Percentage | |
Below Threshold Level | | ≤ -500 basis points | | 0 | % |
Threshold Level | | -500 basis points | | 25 | % |
Target Level | | 0 basis points | | 50 | % |