Document and Entity Information
Document and Entity Information Document - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 23, 2015 | |
Entity Information [Line Items] | ||
Entity Registrant Name | DUPONT FABROS TECHNOLOGY, INC. | |
Entity Central Index Key | 1,407,739 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 65,407,075 | |
DuPont Fabros Technology, L.P. [Member] | ||
Entity Information [Line Items] | ||
Entity Registrant Name | DUPONT FABROS TECHNOLOGY, L.P. | |
Entity Central Index Key | 1,418,175 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | |
Income producing property: | |||
Land | $ 92,840 | $ 83,793 | |
Buildings and improvements | 2,799,849 | 2,623,539 | |
Income producing property | 2,892,689 | 2,707,332 | |
Less: accumulated depreciation | (571,996) | (504,869) | |
Net income producing property | 2,320,693 | 2,202,463 | |
Construction in progress and land held for development | 330,200 | [1] | 358,965 |
Net real estate | 2,650,893 | 2,561,428 | |
Cash and cash equivalents | 67,836 | 29,598 | |
Rents and other receivables | 8,605 | 8,113 | |
Deferred rent | 128,955 | 142,365 | |
Lease contracts above market value, net | 6,251 | 8,054 | |
Deferred costs, net | 38,510 | 38,495 | |
Prepaid expenses and other assets | 47,670 | 48,295 | |
Total assets | 2,948,720 | 2,836,348 | |
Liabilities: | |||
Line of credit | 0 | 60,000 | |
Mortgage notes payable | 115,000 | 115,000 | |
Unsecured Term Loan | 250,000 | 250,000 | |
Unsecured notes payable | 848,074 | 600,000 | |
Accounts payable and accrued liabilities | 30,273 | 26,973 | |
Construction costs payable | 21,534 | 32,949 | |
Accrued interest payable | 6,623 | 10,759 | |
Dividend and distribution payable | 39,688 | 39,981 | |
Lease contracts below market value, net | 4,471 | 7,037 | |
Prepaid rents and other liabilities | 69,758 | 65,174 | |
Total liabilities | 1,385,421 | 1,207,873 | |
Redeemable noncontrolling interests - operating partnership | 399,050 | 513,134 | |
Commitments and contingencies | 0 | 0 | |
Stockholders’ equity: | |||
Common stock, $.001 par value, 250,000,000 shares authorized, 65,375,225 shares issued and outstanding at March 31, 2015 and 66,061,804 shares issued and outstanding at December 31, 2014 | 65 | 66 | |
Additional paid in capital | 812,934 | 764,025 | |
Retained earnings (accumulated deficit) | 0 | 0 | |
Total stockholders’ equity | 1,164,249 | 1,115,341 | |
Total liabilities and stockholders’ equity | 2,948,720 | 2,836,348 | |
Series A Preferred Stock [Member] | |||
Stockholders’ equity: | |||
Preferred stock, $.001 par value, 50,000,000 shares authorized | 185,000 | 185,000 | |
Series B Preferred Stock [Member] | |||
Stockholders’ equity: | |||
Preferred stock, $.001 par value, 50,000,000 shares authorized | 166,250 | 166,250 | |
DuPont Fabros Technology, L.P. [Member] | |||
Income producing property: | |||
Land | 92,840 | 83,793 | |
Buildings and improvements | 2,799,849 | 2,623,539 | |
Income producing property | 2,892,689 | 2,707,332 | |
Less: accumulated depreciation | (571,996) | (504,869) | |
Net income producing property | 2,320,693 | 2,202,463 | |
Construction in progress and land held for development | 330,200 | 358,965 | |
Net real estate | 2,650,893 | 2,561,428 | |
Cash and cash equivalents | 63,618 | 25,380 | |
Rents and other receivables | 8,605 | 8,113 | |
Deferred rent | 128,955 | 142,365 | |
Lease contracts above market value, net | 6,251 | 8,054 | |
Deferred costs, net | 38,510 | 38,495 | |
Prepaid expenses and other assets | 47,670 | 48,295 | |
Total assets | 2,944,502 | 2,832,130 | |
Liabilities: | |||
Line of credit | 0 | 60,000 | |
Mortgage notes payable | 115,000 | 115,000 | |
Unsecured Term Loan | 250,000 | 250,000 | |
Unsecured notes payable | 848,074 | 600,000 | |
Accounts payable and accrued liabilities | 30,273 | 26,973 | |
Construction costs payable | 21,534 | 32,949 | |
Accrued interest payable | 6,623 | 10,759 | |
Dividend and distribution payable | 39,688 | 39,981 | |
Lease contracts below market value, net | 4,471 | 7,037 | |
Prepaid rents and other liabilities | 69,758 | 65,174 | |
Total liabilities | 1,385,421 | 1,207,873 | |
Redeemable noncontrolling interests - operating partnership | 399,050 | 513,134 | |
Redeemable partnership units | 399,050 | 513,134 | |
Commitments and contingencies | 0 | 0 | |
Stockholders’ equity: | |||
Total liabilities and stockholders’ equity | 2,944,502 | 2,832,130 | |
Limited partners’ capital: | |||
General partner’s capital, common units, 662,373 issued and outstanding at March 31, 2015 and December 31, 2014 | 8,194 | 7,619 | |
Total partners’ capital | 1,160,031 | 1,111,123 | |
DuPont Fabros Technology, L.P. [Member] | Series A Preferred Stock [Member] | |||
Limited partners’ capital: | |||
Limited partners' capital | 185,000 | 185,000 | |
DuPont Fabros Technology, L.P. [Member] | Series B Preferred Stock [Member] | |||
Limited partners’ capital: | |||
Limited partners' capital | 166,250 | 166,250 | |
Series A cumulative redeemable perpetual preferred units [Member] | DuPont Fabros Technology, L.P. [Member] | |||
Limited partners’ capital: | |||
Limited partners' capital | 185,000 | 185,000 | |
Series B cumulative redeemable perpetual preferred units [Member] | DuPont Fabros Technology, L.P. [Member] | |||
Limited partners’ capital: | |||
Limited partners' capital | 166,250 | 166,250 | |
Limited partners' common units [Member] | DuPont Fabros Technology, L.P. [Member] | |||
Limited partners’ capital: | |||
Limited partners' capital | $ 800,587 | $ 752,254 | |
[1] | (1)Properties located in Ashburn, VA (ACC7 Phases II-IV and ACC8); Piscataway, NJ (NJ1 Phase II), Elk Grove Village, IL (CH2 Phases II-III and CH3) and Santa Clara, CA (SC2). |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 65,381,914 | 66,061,804 |
Common stock, shares outstanding | 65,381,914 | 66,061,804 |
General Partners' Capital Account, Units Issued | 662,373 | 662,373 |
General partners' capital, units outstanding | 662,373 | 662,373 |
Series A cumulative redeemable perpetual preferred stock [Member] | ||
Preferred stock, shares issued | 7,400,000 | 7,400,000 |
Preferred stock, shares outstanding | 7,400,000 | 7,400,000 |
Series B cumulative redeemable perpetual preferred stock [Member] | ||
Preferred stock, shares issued | 6,650,000 | 6,650,000 |
Preferred stock, shares outstanding | 6,650,000 | 6,650,000 |
Series A Preferred Units [Member] | ||
Limited partners' capital, common units issued | 7,400,000 | 7,400,000 |
Limited partners' capital, common units outstanding | 7,400,000 | 7,400,000 |
Series B Preferred Units [Member] | ||
Limited partners' capital, common units issued | 6,650,000 | 6,650,000 |
Limited partners' capital, common units outstanding | 6,650,000 | 6,650,000 |
Limited partners' common units [Member] | ||
Limited partners' capital, common units issued | 64,719,541 | 65,399,431 |
Limited partners' capital, common units outstanding | 64,719,541 | 65,399,431 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues: | ||||
Base rent | $ 76,771 | $ 72,268 | $ 221,046 | $ 211,927 |
Recoveries from tenants | 35,223 | 31,211 | 103,010 | 92,864 |
Other revenues | 3,343 | 2,099 | 12,421 | 4,824 |
Total revenues | 115,337 | 105,578 | 336,477 | 309,615 |
Expenses: | ||||
Property operating costs | 33,209 | 29,127 | 94,362 | 87,004 |
Real estate taxes and insurance | 5,348 | 4,108 | 16,387 | 10,986 |
Depreciation and amortization | 26,433 | 24,799 | 77,645 | 71,671 |
General and administrative | 4,422 | 4,561 | 13,233 | 12,669 |
Other expenses | 2,947 | 1,517 | 15,752 | 3,989 |
Total expenses | 72,359 | 64,112 | 217,379 | 186,319 |
Operating income | 42,978 | 41,466 | 119,098 | 123,296 |
Interest income | 10 | 6 | 51 | 113 |
Interest: | ||||
Expense incurred | (11,691) | (9,032) | (29,042) | (24,563) |
Amortization of deferred financing costs | (904) | (805) | (2,240) | (2,271) |
Gains (Losses) on Extinguishment of Debt | 0 | (1,363) | 0 | (1,701) |
Net income | 30,393 | 30,272 | 87,867 | 94,874 |
Net loss (income) attributable to redeemable noncontrolling interests – operating partnership | (4,520) | (4,501) | (12,901) | (14,315) |
Net (loss) income attributable to controlling interests | 25,873 | 25,771 | 74,966 | 80,559 |
Preferred stock dividends | (6,811) | (6,811) | (20,433) | (20,433) |
Net (loss) income attributable to common shares | $ 19,062 | $ 18,960 | $ 54,533 | $ 60,126 |
Earnings per share – basic: | ||||
Net income attributable to common shares | $ 0.29 | $ 0.29 | $ 0.83 | $ 0.91 |
Weighted average common shares outstanding | 65,041,159 | 65,507,879 | 65,190,737 | 65,448,034 |
Earnings per share – diluted: | ||||
Net income attributable to common shares | $ 0.29 | $ 0.29 | $ 0.82 | $ 0.91 |
Weighted average common shares outstanding | 65,561,891 | 66,298,221 | 65,918,976 | 66,025,002 |
Dividends declared per common share | $ 0.42 | $ 0.35 | $ 1.26 | $ 1.05 |
DuPont Fabros Technology, L.P. [Member] | ||||
Revenues: | ||||
Base rent | $ 76,771 | $ 72,268 | $ 221,046 | $ 211,927 |
Recoveries from tenants | 35,223 | 31,211 | 103,010 | 92,864 |
Other revenues | 3,343 | 2,099 | 12,421 | 4,824 |
Total revenues | 115,337 | 105,578 | 336,477 | 309,615 |
Expenses: | ||||
Property operating costs | 33,209 | 29,127 | 94,362 | 87,004 |
Real estate taxes and insurance | 5,348 | 4,108 | 16,387 | 10,986 |
Depreciation and amortization | 26,433 | 24,799 | 77,645 | 71,671 |
General and administrative | 4,422 | 4,561 | 13,233 | 12,669 |
Other expenses | 2,947 | 1,517 | 15,752 | 3,989 |
Total expenses | 72,359 | 64,112 | 217,379 | 186,319 |
Operating income | 42,978 | 41,466 | 119,098 | 123,296 |
Interest income | 10 | 6 | 51 | 113 |
Interest: | ||||
Expense incurred | (11,691) | (9,032) | (29,042) | (24,563) |
Amortization of deferred financing costs | (904) | (805) | (2,240) | (2,271) |
Gains (Losses) on Extinguishment of Debt | 0 | (1,363) | 0 | (1,701) |
Net income | 30,393 | 30,272 | 87,867 | 94,874 |
Preferred stock dividends | (6,811) | (6,811) | (20,433) | (20,433) |
Net income attributable to common units | $ 23,582 | $ 23,461 | $ 67,434 | $ 74,441 |
Earnings per unit – basic: | ||||
Net income attributable to common units | $ 0.29 | $ 0.29 | $ 0.83 | $ 0.91 |
Weighted average common units outstanding | 80,460,396 | 81,071,866 | 80,610,303 | 81,031,191 |
Earnings per unit – diluted: | ||||
Net income attributable to common units | $ 0.29 | $ 0.29 | $ 0.82 | $ 0.91 |
Weighted Average Limited Partnership Units Outstanding, Diluted | 80,981,128 | 81,862,208 | 81,338,542 | 81,608,159 |
Distributions declared per unit | $ 0.42 | $ 0.35 | $ 1.26 | $ 1.05 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands | Total | PreferredStock/Units [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Balance at Dec. 31, 2014 | $ 1,115,341 | $ 351,250 | $ 66 | $ 764,025 | $ 0 |
Balance, shares at Dec. 31, 2014 | 66,061,804 | ||||
Net income attributable to controlling interests | $ 74,966 | 74,966 | |||
Dividends declared on common stock | (82,380) | $ (27,847) | (54,533) | ||
Dividends earned on preferred stock | (20,433) | (20,433) | |||
Redemption of operating partnership units | $ 598 | $ 598 | |||
Redemption of operating partnership units, shares | 18,000 | ||||
Stock Repurchased and Retired During Period, Value | $ (31,912) | $ (1) | (31,911) | ||
Common stock repurchase, shares | (1,002,610) | ||||
Issuance of stock awards | $ 2,241 | 2,241 | |||
Issuance of stock awards, shares | 547,342 | ||||
Retirement and forfeiture of stock awards | $ (7,611) | (7,611) | |||
Retirement and forfeiture of stock awards, shares | (242,622) | ||||
Amortization of deferred compensation costs | $ 6,480 | 6,480 | |||
Adjustments to redeemable noncontrolling interests – operating partnership | 106,959 | 106,959 | |||
Balance at Sep. 30, 2015 | $ 1,164,249 | $ 351,250 | $ 65 | $ 812,934 | $ 0 |
Balance, shares at Sep. 30, 2015 | 65,381,914 |
Consolidated Statement of Partn
Consolidated Statement of Partners' Capital - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands | Total | DuPont Fabros Technology, L.P. [Member] | DuPont Fabros Technology, L.P. [Member]Limited Partners' Capital - Preferred [Member] | DuPont Fabros Technology, L.P. [Member]Limited Partners' Capital - Common [Member] | DuPont Fabros Technology, L.P. [Member]General Partner's Capital [Member] |
Balance at Dec. 31, 2014 | $ 1,111,123 | $ 351,250 | $ 752,254 | $ 7,619 | |
Balance, units at Dec. 31, 2014 | 65,399,431 | 662,373 | |||
Net income | $ 87,867 | 87,867 | $ 86,977 | $ 890 | |
Common unit distributions | (101,808) | (100,973) | (835) | ||
Preferred unit distributions | $ (20,433) | $ (20,226) | (207) | ||
Redemption of operating partnership units, shares | 18,000 | 18,000 | 18,000 | ||
Redemption of operating partnership units | $ 598 | $ 598 | $ 598 | ||
Retirement of OP units for common stock repurchase, units | 1,002,610 | ||||
Retirement of OP units for common stock repurchases | (31,912) | $ (31,912) | |||
Issuance of OP units for stock awards, units | 547,342 | ||||
Issuance of OP units for stock awards | 2,241 | $ 2,241 | |||
Retirement and forfeiture of OP units, units | (242,622) | ||||
Retirement and forfeiture of OP units | (7,611) | $ (7,611) | |||
Amortization of deferred compensation costs | $ 6,480 | 6,480 | 6,480 | ||
Adjustments to redeemable partnership units | 113,486 | 112,759 | 727 | ||
Balance at Sep. 30, 2015 | $ 1,160,031 | $ 351,250 | $ 800,587 | $ 8,194 | |
Balance, units at Sep. 30, 2015 | 64,719,541 | 662,373 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flow from operating activities | ||
Net income | $ 87,867 | $ 94,874 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation and amortization | 77,645 | 71,671 |
Write off of Deferred Debt Issuance Cost | 0 | 1,701 |
Straight line rent | 13,410 | 4,296 |
Amortization of Deferred financing costs | 2,240 | 2,271 |
Amortization of lease contracts above and below market value | (763) | (1,795) |
Compensation paid with Company common shares | 7,990 | 4,645 |
Changes in operating assets and liabilities | ||
Rents and other receivables | (492) | 2,623 |
Deferred costs | (2,045) | (1,904) |
Prepaid expenses and other assets | 1,741 | (7,088) |
Accounts payable and accrued liabilities | 3,407 | 2,814 |
Accrued interest payable | (4,136) | (8,048) |
Prepaid rents and other liabilities | 4,526 | 5,752 |
Net cash provided by operating activities | 191,390 | 171,812 |
Cash flow from investing activities | ||
Investments in real estate – development | (154,165) | (188,443) |
Payments to Acquire Land | (8,600) | 0 |
Interest capitalized for real estate under development | (8,557) | (7,889) |
Improvements to real estate | (2,433) | (2,083) |
Additions to non-real estate property | (622) | (292) |
Net cash used in investing activities | (174,377) | (198,707) |
Line of credit: | ||
Proceeds | 120,000 | 0 |
Repayments of Lines of Credit | (180,000) | 0 |
Unsecured term loan: | ||
Proceeds | 0 | 96,000 |
Notes Payable: | ||
Proceeds from Unsecured Notes Payable | 248,012 | 0 |
Payments of financing costs | (4,730) | (3,794) |
Equity compensation (payments) proceeds | (7,611) | 2,303 |
Payments for Repurchase of Common Stock | (31,912) | 0 |
Dividends and distributions: | ||
Common shares | (82,665) | (62,374) |
Preferred shares | (20,433) | (20,433) |
Redeemable noncontrolling interests – operating partnership | (19,436) | (14,822) |
Net cash provided by financing activities | 21,225 | (3,120) |
Net increase (decrease) in cash and cash equivalents | 38,238 | (30,015) |
Cash and cash equivalents, beginning | 29,598 | 38,733 |
Cash and cash equivalents, ending | 67,836 | 8,718 |
Supplemental information: | ||
Cash paid for interest | 41,735 | 40,500 |
Deferred financing costs capitalized for real estate under development | 584 | 459 |
Construction costs payable capitalized for real estate under development | 21,534 | 35,860 |
Redemption of operating partnership units | 598 | 3,000 |
Adjustments to redeemable noncontrolling interests – operating partnership | (106,959) | 38,266 |
DuPont Fabros Technology, L.P. [Member] | ||
Cash flow from operating activities | ||
Net income | 87,867 | 94,874 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation and amortization | 77,645 | 71,671 |
Write off of Deferred Debt Issuance Cost | 0 | 1,701 |
Straight line rent | 13,410 | 4,296 |
Amortization of Deferred financing costs | 2,240 | 2,271 |
Amortization of lease contracts above and below market value | (763) | (1,795) |
Compensation paid with Company common shares | 7,990 | 4,645 |
Changes in operating assets and liabilities | ||
Rents and other receivables | (492) | 2,623 |
Deferred costs | (2,045) | (1,904) |
Prepaid expenses and other assets | 1,741 | (7,088) |
Accounts payable and accrued liabilities | 3,407 | 2,815 |
Accrued interest payable | (4,136) | (8,048) |
Prepaid rents and other liabilities | 4,526 | 5,752 |
Net cash provided by operating activities | 191,390 | 171,813 |
Cash flow from investing activities | ||
Investments in real estate – development | (154,165) | (188,443) |
Payments to Acquire Land | (8,600) | 0 |
Interest capitalized for real estate under development | (8,557) | (7,889) |
Improvements to real estate | (2,433) | (2,083) |
Additions to non-real estate property | (622) | (292) |
Net cash used in investing activities | (174,377) | (198,707) |
Line of credit: | ||
Proceeds | 120,000 | 0 |
Repayments of Lines of Credit | (180,000) | 0 |
Unsecured term loan: | ||
Proceeds | 0 | 96,000 |
Notes Payable: | ||
Proceeds from Unsecured Notes Payable | 248,012 | 0 |
Payments of financing costs | (4,730) | (3,794) |
Equity compensation (payments) proceeds | (7,611) | 2,303 |
Payments for Repurchase of Common Stock | (31,912) | 0 |
Distributions | (122,534) | (97,629) |
Dividends and distributions: | ||
Net cash provided by financing activities | 21,225 | (3,120) |
Net increase (decrease) in cash and cash equivalents | 38,238 | (30,014) |
Cash and cash equivalents, beginning | 25,380 | 34,514 |
Cash and cash equivalents, ending | 63,618 | 4,500 |
Supplemental information: | ||
Cash paid for interest | 41,735 | 40,500 |
Deferred financing costs capitalized for real estate under development | 584 | 459 |
Construction costs payable capitalized for real estate under development | 21,534 | 35,860 |
Redemption of operating partnership units | 598 | 3,000 |
Adjustments to redeemable noncontrolling interests – operating partnership | $ (113,486) | $ 36,223 |
1. Description of Business
1. Description of Business | 9 Months Ended |
Sep. 30, 2015 | |
Description of Business [Abstract] | |
Nature of Operations [Text Block] | Description of Business DuPont Fabros Technology, Inc. (“DFT”), through its controlling interest in DuPont Fabros Technology, L.P. (the “Operating Partnership” or “OP” and collectively with DFT and their operating subsidiaries, the “Company”), is a fully integrated, self-administered and self-managed company that owns, acquires, develops and operates wholesale data centers. DFT is a real estate investment trust, or REIT, for federal income tax purposes and is the sole general partner of the Operating Partnership, and as of September 30, 2015 , owned 80.9% of the common economic interest in the Operating Partnership, of which 1.0% is held as general partnership units. 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 DFT and the Operating Partnership, collectively. As of September 30, 2015 , we held a fee simple interest in the following properties: • 12 operating data centers – ACC2, ACC3, ACC4, ACC5, ACC6, ACC7 Phase I, VA3, VA4, CH1, CH2 Phase I, NJ1 Phase I and SC1; • three data centers under development – ACC7 Phase II, ACC7 Phase III and CH2 Phase II; • data center projects available for future development – ACC7 Phase IV, CH2 Phase III and NJ1 Phase II; and • land that may be used to develop additional data centers – ACC8, CH3, and SC2. In October 2015, w e commenced development of CH2 Phase III. |
2. Significant Accounting Polic
2. Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Significant Accounting Policies Basis of Presentation This report combines the quarterly reports on Form 10-Q for the quarter ended September 30, 2015 of DuPont Fabros Technology, Inc. and DuPont Fabros Technology, L.P. References to “DFT” mean DuPont Fabros Technology, Inc. and its controlled subsidiaries; and references to the “Operating Partnership” or “OP” mean DuPont Fabros Technology, L.P. and its controlled subsidiaries. We believe combining the quarterly reports on Form 10-Q of DFT and the Operating Partnership into this single report provides the following benefits: • enhances investors’ understanding of DFT and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business; • eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure in this report applies to both DFT and the Operating Partnership; and • creates time and cost efficiencies through the preparation of one combined report instead of two separate reports. We operate DFT and the Operating Partnership as one business. The management of DFT consists of the same employees as the management of the Operating Partnership. We believe it is important for investors to understand the few differences between DFT and the Operating Partnership in the context of how DFT and the Operating Partnership operate as a consolidated company. DFT is a REIT, whose only material asset is its ownership of OP units of the Operating Partnership. As a result, DFT does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing unsecured debt of the Operating Partnership. DFT has not issued any indebtedness, but has guaranteed all of the unsecured debt of the Operating Partnership. The Operating Partnership holds all the real estate assets of the Company. Except for net proceeds from public equity issuances by DFT, which are contributed to the Operating Partnership in exchange for OP units or preferred units, the Operating Partnership generates all remaining capital required by our business. These sources include the Operating Partnership’s operations, its direct or indirect incurrence of indebtedness, and the issuance of partnership units. As general partner with control of the Operating Partnership, DFT consolidates the Operating Partnership for financial reporting purposes. The presentation of stockholders’ equity and partners’ capital are the main areas of difference between the consolidated financial statements of DFT and those of the Operating Partnership. The Operating Partnership’s capital includes preferred units and general and limited common units that are owned by DFT and the other partners. DFT’s stockholders’ equity includes preferred stock, common stock, additional paid in capital and retained earnings. The common limited partnership interests held by the limited partners (other than DFT) in the Operating Partnership are presented as “redeemable partnership units” in the Operating Partnership’s consolidated financial statements and as “redeemable noncontrolling interests-operating partnership” in DFT’s consolidated financial statements. The only difference between the assets and liabilities of DFT and the Operating Partnership as of September 30, 2015 is a $4.2 million bank account held by DFT that is not part of the Operating Partnership. Net income is the same for DFT and the Operating Partnership. The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. All significant intercompany accounts and transactions have been eliminated in the accompanying consolidated financial statements. The results of operations for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the full year. These consolidated financial statements should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained elsewhere in this Form 10-Q and the audited financial statements and accompanying notes for the year ended December 31, 2014 contained in our Annual Report on Form 10-K, which contains a complete listing of our significant accounting policies. We have one reportable segment consisting of investments in data centers located in the United States. All of our properties generate similar types of revenues and expenses related to customer rent and reimbursements and operating expenses. The delivery of our products is consistent across all properties and although services are provided to a range of customers, the types of services provided to them are limited to a few core principles. As such, the properties in our portfolio have similar economic characteristics and the nature of the products and services provided to our customers and the method to distribute such services are consistent throughout the portfolio. Use of Estimates The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Property Depreciation on buildings is generally provided on a straight-line basis over 40 years from the date the buildings were placed in service. Building components are depreciated over the life of the respective improvement ranging from 10 to 40 years from the date the components were placed in service. Personal property is depreciated over three years to seven years . Depreciation expense was $25.3 million and $23.7 million for the three months ended September 30, 2015 and 2014 , respectively, and $73.4 million and $68.4 million for the nine months ended September 30, 2015 and 2014 , respectively. Included in these amounts is amortization expense related to tenant origination costs, which was $0.5 million and $0.8 million for the three months ended September 30, 2015 and 2014 , respectively, and $1.7 million and $2.4 million for the nine months ended September 30, 2015 and 2014 , respectively. Repairs and maintenance costs are expensed as incurred. We record impairment losses on long-lived assets used in operations or in development when events or changes in circumstances indicate that the assets might be impaired, and the estimated undiscounted cash flows to be generated by those assets are less than the carrying amounts. If circumstances indicating impairment of a long-lived asset are present, we would determine the fair value of that asset, and an impairment loss would be recognized in an amount equal to the excess of the carrying amount of the impaired asset over its fair value. We assess the recoverability of the carrying value of our assets on a property-by-property basis. No impairment losses were recorded during the nine months ended September 30, 2015 and 2014 . Deferred Costs Deferred costs, net in our accompanying consolidated balance sheets include both financing and leasing costs. Financing costs, which represent fees and other costs incurred in obtaining debt, are amortized using the effective-interest rate method or a method that approximates the effective-interest method, over the term of the loan and are included in amortization of deferred financing costs. In May 2014, we amended our unsecured revolving credit facility ("Unsecured Credit Facility"), which, due to the change in composition of lenders comprising the Unsecured Credit Facility's bank group, resulted in the partial write-off of unamortized deferred financing costs totaling $0.3 million . In July 2014, we amended our unsecured term loan agreement ("Unsecured Term Loan"), which, due to the change in composition of lenders comprising the Unsecured Term Loan's bank group, resulted in a loss on early extinguishment of debt of $1.4 million , which included a partial write-off of unamortized deferred financing costs of $0.7 million . Balances, net of accumulated amortization, at September 30, 2015 and December 31, 2014 were as follows (in thousands): September 30, December 31, Financing costs $ 28,721 $ 24,110 Accumulated amortization (9,525 ) (6,820 ) Financing costs, net $ 19,196 $ 17,290 Leasing costs, which are either external fees and costs incurred in the successful negotiations of leases, internal costs expended in the successful negotiations of leases or the estimated leasing commissions resulting from the allocation of the purchase price of ACC2, VA3, VA4 and ACC4, are deferred and amortized over the terms of the related leases on a straight-line basis. If an applicable lease terminates prior to the expiration of its initial term, the carrying amount of the costs are written off to amortization expense. In June 2015, we wrote off $0.7 million of unamortized leasing costs to amortization expense related to a customer in bankruptcy whose leases with us were rejected effective July 1, 2015 pursuant to an order made by the bankruptcy court, described below. Leasing costs incurred for the three and nine months ended September 30, 2015 and 2014 were as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Leasing costs incurred for new leases $ 5 $ 148 $ 889 $ 1,751 Leasing costs incurred for renewals 9 153 1,156 153 Total leasing costs incurred $ 14 $ 301 $ 2,045 $ 1,904 Amortization of deferred leasing costs totaled $1.0 million for each of the three months ended September 30, 2015 and 2014 , and $3.9 million and $3.0 million for the nine months ended September 30, 2015 and 2014 , respectively, including the write-off described above. Balances, net of accumulated amortization, at September 30, 2015 and December 31, 2014 were as follows (in thousands): September 30, December 31, Leasing costs $ 48,315 $ 52,358 Accumulated amortization (29,001 ) (31,153 ) Leasing costs, net $ 19,314 $ 21,205 Inventory We maintain fuel inventory for our generators, which is recorded at the lower of cost (on a first-in, first-out basis) or market. As of September 30, 2015 and December 31, 2014 , the fuel inventory was $4.5 million and $4.3 million , respectively, and is included in prepaid expenses and other assets in the accompanying consolidated balance sheets. Rental Income We, as a lessor, have retained substantially all the risks and benefits of ownership and account for our leases as operating leases. For lease agreements that provide for scheduled fixed and determinable rent increases, rental income is recognized on a straight-line basis over the non-cancellable term of the leases, which commences when control of the space and critical power have been provided to the customer. If the lease contains an early termination clause with a penalty payment, we determine the lease termination date by evaluating whether the penalty reasonably assures that the lease will not be terminated early. Straight-line rents receivable are included in deferred rent, net in the accompanying consolidated balance sheets. Lease inducements, which include free rent or cash payments to customers, are amortized as a reduction of rental income over the non-cancellable lease term. Lease intangible assets and liabilities that have resulted from above-market and below-market leases that were acquired are amortized on a straight-line basis as decreases and increases, respectively, to rental revenue over the remaining non-cancellable term of the underlying leases. If a lease terminates prior to the expiration of its initial term, the unamortized portion of straight-line rents receivable, lease inducements and lease intangibles associated with that lease will be written off to rental revenue. In June 2015, we wrote-off as a reduction of base rent $0.4 million of unreserved straight-line rents receivable, $0.1 million of unamortized lease inducements and $1.0 million of unamortized lease intangibles related to a customer in bankruptcy whose leases with us were rejected effective July 1, 2015 pursuant to an order made by the bankruptcy court. Balances, net of accumulated amortization, at September 30, 2015 and December 31, 2014 were as follows (in thousands): September 30, December 31, Lease contracts above market value $ 20,500 $ 23,100 Accumulated amortization (14,249 ) (15,046 ) Lease contracts above market value, net $ 6,251 $ 8,054 Lease contracts below market value $ 24,175 $ 39,375 Accumulated amortization (19,704 ) (32,338 ) Lease contracts below market value, net $ 4,471 $ 7,037 Our policy is to record a reserve for losses on accounts receivable equal to the estimated uncollectible accounts. The estimate is based on our historical experience and a review of the current status of our receivables. As of September 30, 2015 and December 31, 2014 , we had one uncollectible account that consisted of a note receivable from a customer in bankruptcy. The note balance as of September 30, 2015 and December 31, 2014 was $6.5 million and $6.6 million , respectively, which is recorded within rents and other receivables, net in our accompanying consolidated balance sheets. Over the term of the note, we applied interest received to the note principal balance totaling $1.2 million . As of September 30, 2015 and December 31, 2014 , respectively, we have established a reserve of $5.1 million and $4.9 million , including interest applied to principal. The note receivable, net of reserves and interest applied to the principal, was $1.4 million and $1.7 million as of September 30, 2015 and December 31, 2014 , respectively. In October 2015, a sale of our bankrupt customer's east coast business was consummated, and we continue to be reasonably assured that we will be able to collect the balance of the note receivable, net of reserve, as a claim in the bankruptcy. We also establish an appropriate allowance for doubtful accounts for receivables arising from the straight-lining of rents. These receivables arise from revenue recognized in excess of amounts currently due under the lease and are recorded as deferred rent in the accompanying consolidated balance sheets. As of December 31, 2014 , we had reserves against deferred rent relating to the leases with the customer in bankruptcy of $3.7 million . Due to the rejection of leases by our bankrupt customer, we wrote off the reserved straight-line rent receivable in the second quarter and had no reserves against deferred rent as of September 30, 2015 . Customer leases generally contain provisions under which the customers reimburse us for a portion of operating expenses and real estate taxes incurred by the property. Recoveries from tenants are included in revenue in the accompanying consolidated statements of operations in the period the applicable expenditures are incurred. Most of our leases also provide us with a property management fee based on a percentage of base rent collected and property-level operating expenses, other than charges for power used by customers to run their servers and cool their space. Property management fees are included in base rent in the accompanying consolidated statements of operations in the applicable period in which they are earned. Other Revenue Other revenue primarily consists of services provided to customers on a non-recurring basis. This includes projects such as the purchase and installation of circuits, racks, breakers and other customer requested items. Revenue is recognized on a completed contract basis when the project is finished and ready for the customer's use. This method is consistently applied for all periods presented. Costs of providing these services are included in other expenses in the accompanying consolidated statements of operations. Redeemable Noncontrolling Interests – Operating Partnership / Redeemable Partnership Units Redeemable noncontrolling interests – operating partnership, as presented on DFT’s consolidated balance sheets, represent the limited partnership interests in the Operating Partnership (“OP units”) held by individuals and entities other than DFT. These interests are also presented on the Operating Partnership’s consolidated balance sheets, referred to as “redeemable partnership units.” Accordingly, the following discussion related to redeemable noncontrolling interests – operating partnership of DFT refers equally to redeemable partnership units of the Operating Partnership. Redeemable noncontrolling interests – operating partnership, which require cash payment, or allow settlement in shares, but with the ability to deliver the shares outside of the control of DFT, are reported outside of the permanent equity section of the consolidated balance sheets of DFT and the Operating Partnership. Redeemable noncontrolling interests – operating partnership are adjusted for income, losses and distributions allocated to OP units not held by DFT (normal noncontrolling interest accounting amount). Adjustments to redeemable noncontrolling interests – operating partnership are recorded to reflect increases or decreases in the ownership of the Operating Partnership by holders of OP units, including the redemptions of OP units for cash or in exchange for shares of DFT’s common stock. If such adjustments result in redeemable noncontrolling interests – operating partnership being recorded at less than the redemption value of the OP units, redeemable noncontrolling interests – operating partnership are further adjusted to their redemption value (see Note 6). Redeemable noncontrolling interests – operating partnership are recorded at the greater of the normal noncontrolling interest accounting amount or redemption value. The following is a summary of activity for redeemable noncontrolling interests – operating partnership for the nine months ended September 30, 2015 (dollars in thousands): OP Units Number Amount Balance at December 31, 2014 15,437,237 $ 513,134 Net income attributable to redeemable noncontrolling interests – operating partnership — 12,901 Distributions declared — (19,428 ) Redemption of operating partnership units (18,000 ) (598 ) Adjustments to redeemable noncontrolling interests – operating partnership — (106,959 ) Balance at September 30, 2015 15,419,237 $ 399,050 The following is a summary of activity for redeemable partnership units for the nine months ended September 30, 2015 (dollars in thousands): OP Units Number Amount Balance at December 31, 2014 15,437,237 $ 513,134 Redemption of operating partnership units (18,000 ) (598 ) Adjustments to redeemable partnership units — (113,486 ) Balance at September 30, 2015 15,419,237 $ 399,050 Net income is allocated to controlling interests and redeemable noncontrolling interests – operating partnership in accordance with the limited partnership agreement of the Operating Partnership. The following is a summary of net income attributable to controlling interests and transfers to redeemable noncontrolling interests – operating partnership for the three and nine months ended September 30, 2015 and 2014 (dollars in thousands): Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Net income attributable to controlling interests $ 25,873 $ 25,771 $ 74,966 $ 80,559 Transfers from noncontrolling interests: Net change in the Company’s common stock and additional paid in capital due to the redemption of OP units and other adjustments to redeemable noncontrolling interests – operating partnership 53,091 (1,619 ) 107,557 (35,266 ) $ 78,964 $ 24,152 $ 182,523 $ 45,293 Earnings Per Share of DFT Basic earnings per share is calculated by dividing the net income attributable to common shares for the period by the weighted average number of common shares outstanding during the period using the two class method. Diluted earnings per share is calculated by dividing the net income attributable to common shares for the period by the weighted average number of common and dilutive securities outstanding during the period using the two class method. Earnings Per Unit of the Operating Partnership Basic earnings per unit is calculated by dividing the net income attributable to common units for the period by the weighted average number of common units outstanding during the period using the two class method. Diluted earnings per unit is calculated by dividing the net income attributable to common units for the period by the weighted average number of common and dilutive securities outstanding during the period using the two class method. Stock-based Compensation We award stock-based compensation to employees and members of our Board of Directors in the form of common stock. For each stock award granted by DFT, the OP issues an equivalent common unit, which may be referred to herein as a common share, common stock, or a common unit. We estimate the fair value of the awards and recognize this value over the requisite service period. The fair value of restricted stock-based compensation is based on the market value of DFT’s common stock on the date of the grant. The fair value of options to purchase common stock is based on the Black-Scholes model. The fair value of performance units is based on a Monte Carlo simulation. Recently Issued Accounting Pronouncements In March 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs , which will change the presentation of debt issuance costs on our consolidated balance sheet. The new guidance requires that deferred financing costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the debt liability rather than as an asset. Given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line of credit arrangements, the SEC staff stated they would not object to an entity continuing to present line of credit issuance costs as an asset, regardless of whether there are any outstanding borrowings on the line of credit. Entities are required to apply ASU 2015-03 in the first quarter of 2016 and apply the guidance retrospectively to all prior periods presented. Early adoption is permitted. In May 2014, the FASB issued a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. We will be required to apply the new standard in the first quarter of 2018 and are assessing whether the new standard will have a material effect on our financial position or results of operations. |
3. Real Estate Assets
3. Real Estate Assets | 9 Months Ended |
Sep. 30, 2015 | |
Real Estate [Abstract] | |
Real Estate Disclosure [Text Block] | Real Estate Assets The following is a summary of our properties as of September 30, 2015 (dollars in thousands): Property Location Land Buildings and Improvements Construction in Progress and Land Held for Development Total Cost ACC2 Ashburn, VA $ 2,500 $ 154,063 $ 156,563 ACC3 Ashburn, VA 1,071 95,978 97,049 ACC4 Ashburn, VA 6,600 538,551 545,151 ACC5 Ashburn, VA 6,443 298,740 305,183 ACC6 Ashburn, VA 5,518 216,697 222,215 ACC7 Phase I Ashburn, VA 2,787 95,001 97,788 VA3 Reston, VA 9,000 178,971 187,971 VA4 Bristow, VA 6,800 149,250 156,050 CH1 Elk Grove Village, IL 23,611 358,422 382,033 CH2 Phase I Elk Grove Village, IL 3,998 71,991 75,989 NJ1 Phase I Piscataway, NJ 4,311 210,231 214,542 SC1 Santa Clara, CA 20,201 431,954 452,155 92,840 2,799,849 — 2,892,689 Construction in progress and land held for development (1 ) 330,200 330,200 $ 92,840 $ 2,799,849 $ 330,200 $ 3,222,889 (1) Properties located in Ashburn, VA (ACC7 Phases II-IV and ACC8); Piscataway, NJ (NJ1 Phase II), Elk Grove Village, IL (CH2 Phases II-III and CH3) and Santa Clara, CA (SC2). In August 2015, we acquired two parcels of land totaling 9.7 acres for a total purchase price of $8.6 million . These parcels are adjacent to our CH1 data center in Elk Grove Village, Illinois and are being held for the future development of CH3. |
4. Debt
4. Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Debt Debt Summary as of September 30, 2015 and December 31, 2014 ($ in thousands) September 30, 2015 December 31, 2014 Amounts % of Total Rates Maturities (years) Amounts Secured $ 115,000 9 % 1.7 % 2.5 $ 115,000 Unsecured 1,100,000 91 % 4.9 % 5.9 910,000 Total $ 1,215,000 100 % 4.6 % 5.6 $ 1,025,000 Fixed Rate Debt: Unsecured Notes due 2021 $ 600,000 49 % 5.9 % 6.0 $ 600,000 Unsecured Notes due 2023 (1) 250,000 21 % 5.6 % 7.7 — Fixed Rate Debt 850,000 70 % 5.8 % 6.5 600,000 Floating Rate Debt: Unsecured Credit Facility — — % — % 2.6 60,000 Unsecured Term Loan 250,000 21 % 1.7 % 3.8 250,000 ACC3 Term Loan 115,000 9 % 1.7 % 2.5 115,000 Floating Rate Debt 365,000 30 % 1.7 % 3.4 425,000 Total $ 1,215,000 100 % 4.6 % 5.6 $ 1,025,000 (1) Principal amount shown excludes original issue discount of $2.0 million . Outstanding Indebtedness Unsecured Credit Facility We have an unsecured revolving credit facility ("Unsecured Credit Facility") with a total commitment of $700 million , which was increased from $560 million in July 2015. The Unsecured Credit Facility matures on May 13, 2018 and includes a one -year extension option, subject to the payment of an extension fee equal to 15 basis points on the total commitment in effect on such initial maturity date and certain other customary conditions. At our option, we may increase the total commitment under the facility to $800 million , if one or more lenders commit to being a lender for the additional amount and certain other customary conditions are met. We may also prepay the facility at any time, in whole or in part, without penalty or premium. We may elect to have borrowings under the facility bear interest at either LIBOR or a base rate, which is based on the lender's prime rate, in each case plus an applicable margin. Prior to our receiving an investment grade credit rating, the applicable margin added to LIBOR and the base rate is based on the table below. Applicable Margin Pricing Level Ratio of Total Indebtedness to Gross Asset Value LIBOR Rate Loans Base Rate Loans Level 1 Less than or equal to 35% 1.55 % 0.55 % Level 2 Greater than 35% but less than or equal to 40% 1.65 % 0.65 % Level 3 Greater than 40% but less than or equal to 45% 1.80 % 0.80 % Level 4 Greater than 45% but less than or equal to 52.5% 1.95 % 0.95 % Level 5 Greater than 52.5% 2.15 % 1.15 % The applicable margin is currently set at pricing level 1. The terms of the facility provide for the adjustment of the applicable margin from time to time according to the ratio of the Operating Partnership’s total indebtedness to gross asset value in effect from time to time. In the event we receive an investment grade credit rating, borrowings under the facility will bear interest based on the table below. Applicable Margin Credit Rating Level Credit Rating LIBOR Rate Loans Base Rate Loans Level 1 Greater than or equal to A- by S&P or A3 by Moody’s 0.875 % 0.00 % Level 2 Greater than or equal to BBB+ by S&P or Baa1 by Moody’s 0.925 % 0.00 % Level 3 Greater than or equal to BBB by S&P or Baa2 by Moody’s 1.05 % 0.05 % Level 4 Greater than or equal to BBB- by S&P or Baa3 by Moody’s 1.30 % 0.30 % Level 5 Less than BBB- by S&P or Baa3 by Moody’s 1.70 % 0.70 % Following the receipt of such investment grade rating, the terms of the facility provide for the adjustment of the applicable margin from time to time according to the rating then in effect. The facility is unconditionally guaranteed, jointly and severally, on a senior unsecured basis by DFT and all of the Operating Partnership’s subsidiaries that currently guaranty the obligations under the Unsecured Notes due 2021, listed below. The amount available for borrowings under the facility is determined according to a calculation comparing the value of certain unencumbered properties designated by the Operating Partnership at such time relative to the amount of the Operating Partnership's unsecured debt. Up to $35 million of the borrowings under the facility may be used for letters of credit. As of September 30, 2015 , a letter of credit totaling less than $0.1 million was outstanding under the facility. As of September 30, 2015 , no amounts were outstanding under this facility. The facility requires that DFT, the Operating Partnership and their subsidiaries comply with various covenants, including with respect to restrictions on liens, incurring indebtedness, making investments, effecting mergers and/or asset sales, and certain limits on dividend payments, distributions and purchases of DFT's stock. In addition, the facility imposes financial maintenance covenants relating to, among other things, the following matters: • unsecured debt not exceeding 60% of the value of unencumbered assets; • net operating income generated from unencumbered properties divided by the amount of unsecured debt being not less than 12.5% ; • total indebtedness not exceeding 60% of gross asset value; • fixed charge coverage ratio being not less than 1.70 to 1.00 ; and • tangible net worth being not less than $1.3 billion plus 80% of the sum of (i) net equity offering proceeds after March 21, 2012 and (ii) the value of equity interests issued in connection with a contribution of assets to the Operating Partnership or its subsidiaries. The facility includes customary events of default, the occurrence of which, following any applicable cure period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations of the Operating Partnership under the facility to be immediately due and payable. We were in compliance with all covenants under the facility as of September 30, 2015 . ACC3 Term Loan We have a $115 million term loan facility (the “ACC3 Term Loan”) that is secured by our ACC3 data center facility and an assignment of the lease agreement between us and the customer of ACC3. The borrower, one of our subsidiaries, may elect to have borrowings under the ACC3 Term Loan bear interest at (i) LIBOR plus 1.55% or (ii) a base rate, which is based on the lender's prime rate, plus 0.55% . The interest rate is currently at LIBOR plus 1.55% . The ACC3 Term Loan matures on March 27, 2018 , and we may prepay the ACC3 Term Loan at any time, in whole or in part, without penalty or premium. The Operating Partnership has guaranteed the outstanding principal amount of the ACC3 Term Loan, plus interest and certain costs under the loan. The ACC3 Term Loan imposes financial maintenance covenants relating to, among other things, the following matters: • consolidated total indebtedness of the Operating Partnership not exceeding 60% of gross asset value of the Operating Partnership; • fixed charge coverage ratio of the Operating Partnership being not less than 1.70 to 1.00 ; • tangible net worth of the Operating Partnership being not less than $1.3 billion plus 80% of the sum of (i) net equity offering proceeds and (ii) the value of equity interests issued in connection with a contribution of assets to the Operating Partnership or its subsidiaries; and • debt service coverage ratio of the borrower not less than 1.50 to 1.00 . We were in compliance with all of the covenants under the loan as of September 30, 2015 . Unsecured Term Loan We have an unsecured term loan facility (the "Unsecured Term Loan"), which has a total commitment and amount outstanding of $250 million . The Unsecured Term Loan matures on July 21, 2019 , and we may prepay the facility at any time, in whole or in part, without penalty or premium. Under the terms of the Unsecured Term Loan, we may elect to have borrowings under the loan bear interest at either LIBOR or a base rate, which is based on the lender's prime rate, in each case plus an applicable margin. Prior to our receiving an investment grade credit rating, the applicable margin added to LIBOR and the base rate is based on the table below. Applicable Margin Pricing Level Ratio of Total Indebtedness to Gross Asset Value LIBOR Rate Loans Base Rate Loans Level 1 Less than or equal to 35% 1.50 % 0.50 % Level 2 Greater than 35% but less than or equal to 40% 1.60 % 0.60 % Level 3 Greater than 40% but less than or equal to 45% 1.75 % 0.75 % Level 4 Greater than 45% but less than or equal to 52.5% 1.90 % 0.90 % Level 5 Greater than 52.5% 2.10 % 1.10 % The applicable margin is currently set at pricing level 1. The terms of the Unsecured Term Loan also provide that, in the event we receive an investment grade credit rating, borrowings under the loan will bear interest based on the table below. Applicable Margin Credit Rating Level Credit Rating LIBOR Rate Loans Base Rate Loans Level 1 Greater than or equal to A- by S&P or A3 by Moody’s 0.825 % 0.00 % Level 2 Greater than or equal to BBB+ by S&P or Baa1 by Moody’s 0.875 % 0.00 % Level 3 Greater than or equal to BBB by S&P or Baa2 by Moody’s 1.00 % 0.00 % Level 4 Greater than or equal to BBB- by S&P or Baa3 by Moody’s 1.25 % 0.25 % Level 5 Less than BBB- by S&P or Baa3 by Moody’s 1.65 % 0.65 % Following the receipt of such investment grade rating, the terms of the loan provide for the adjustment of the applicable margin from time to time according to the rating then in effect. The Unsecured Term Loan is unconditionally guaranteed jointly and severally, on a senior unsecured basis by DFT and the direct and indirect subsidiaries of DFT that guaranty the obligations of the Unsecured Credit Facility (as defined below). The Unsecured Term Loan requires that we comply with various covenants that are substantially the same as those applicable under the Unsecured Credit Facility, including with respect to restrictions on liens, incurring indebtedness, making investments, effecting mergers and/or asset sales, and certain restrictions on dividend payments . In addition, the Unsecured Term Loan imposes financial maintenance covenants substantially the same as those under the Unsecured Credit Facility relating to, among other things, the following matters: • unsecured debt not exceeding 60% of the value of unencumbered assets; • net operating income generated from unencumbered properties divided by the amount of unsecured debt being not less than 12.5% ; • total indebtedness not exceeding 60% of gross asset value; • fixed charge coverage ratio being not less than 1.70 to 1.00 ; and • tangible net worth being not less than $1.3 billion plus 80% of the sum of (i) net equity offering proceeds after March 21, 2012 and (ii) the value of equity interests issued in connection with a contribution of assets to the Operating Partnership or its subsidiaries after March 21, 2012. The Unsecured Term Loan includes customary events of default, the occurrence of which, following any applicable cure period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations under the loan to be immediately due and payable. We were in compliance with all of the covenants under the loan as of September 30, 2015 . Unsecured Notes due 2021 On September 24, 2013 , the Operating Partnership completed the sale of $600 million of 5.875% unsecured notes due 2021 (the "Unsecured Notes due 2021"). The Unsecured Notes due 2021 were issued at face value and mature on September 15, 2021 . We pay interest on the Unsecured Notes due 2021 semi-annually, in arrears, on March 15th and September 15th of each year. The Unsecured Notes due 2021 are unconditionally guaranteed, jointly and severally on a senior unsecured basis by DFT and certain of the Operating Partnership’s subsidiaries, including the subsidiaries that own the ACC2, ACC4, ACC5, ACC6, VA3, VA4, CH1, NJ1 and SC1 data centers and the SC2 land (collectively, the “Subsidiary Guarantors”), but excluding the subsidiaries that own the ACC3, ACC7 and CH2 data center facilities, the ACC8 land, our taxable REIT subsidiary, DF Technical Services, LLC and our property management subsidiary, DF Property Management LLC. The Unsecured Notes due 2021 rank (i) equally in right of payment with all of the Operating Partnership's existing and future senior unsecured indebtedness, (ii) senior in right of payment with all of its existing and future subordinated indebtedness, (iii) effectively subordinate to any of the Operating Partnership's existing and future secured indebtedness and (iv) effectively junior to any liabilities of any subsidiaries of the Operating Partnership that do not guarantee the Unsecured Notes due 2021. The guarantees of the Unsecured Notes due 2021 by DFT and the Subsidiary Guarantors rank (i) equally in right of payment with such guarantor's existing and future senior unsecured indebtedness, (ii) senior in right of payment with all of such guarantor's existing and future subordinated indebtedness and (iii) effectively subordinate to any of such guarantor's existing and future secured indebtedness. At any time prior to September 15, 2016, the Operating Partnership may redeem the Unsecured Notes due 2021, in whole or in part, at a price equal to the sum of (i) 100% of the principal amount of the Unsecured Notes due 2021 to be redeemed, plus (ii) a make-whole premium and accrued and unpaid interest. The Unsecured Notes due 2021 may be redeemed at the Operating Partnership's option, in whole or in part, at any time, on and after September 15, 2016 at the following redemption prices (expressed as percentages of the principal amount thereof) if redeemed during the 12-month period commencing September 15 of the years indicated below, in each case together with accrued and unpaid interest to the date of redemption: Year Redemption Price 2016 104.406 % 2017 102.938 % 2018 101.469 % 2019 and thereafter 100.000 % If there is a change of control (as defined in the indenture governing the Unsecured Notes due 2021) of the Operating Partnership or DFT, we must offer to purchase the Unsecured Notes due 2021 at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest. In addition, in certain circumstances we may be required to use the net proceeds of asset sales to purchase a portion of the Unsecured Notes due 2021 at 100% of the principal amount thereof, plus accrued and unpaid interest. The Unsecured Notes due 2021 have certain covenants limiting or prohibiting the ability of the Operating Partnership and certain of its subsidiaries from, among other things, (i) incurring secured or unsecured indebtedness, (ii) entering into sale and leaseback transactions, (iii) making certain dividend payments, distributions, purchases of DFT's common stock and investments, (iv) entering into transactions with affiliates, (v) entering into agreements limiting the ability to make certain transfers and other payments from subsidiaries, (vi) engaging in sales of assets or (vii) engaging in certain mergers, consolidations or transfers/sales of all or substantially all assets. However, DFT may pay the minimum dividend necessary to meet its REIT income distribution requirements. The Unsecured Notes due 2021 also require the Operating Partnership and the Subsidiary Guarantors to maintain total unencumbered assets of at least 150% of their unsecured debt on a consolidated basis. The Unsecured Notes due 2021 also have customary events of default, including, but not limited to, nonpayment, breach of covenants, and payment or acceleration defaults in certain other indebtedness of ours or certain of our subsidiaries. Upon an event of default, the holders of the Unsecured Notes due 2021 or the trustee may declare the Unsecured Notes due 2021 due and immediately payable. We were in compliance with all covenants under the Unsecured Notes due 2021 as of September 30, 2015 . Unsecured Notes due 2023 On June 9, 2015 , the Operating Partnership completed the sale of $250 million of 5.625% unsecured notes due 2023 (the "Unsecured Notes due 2023"). The Unsecured Notes due 2023 were issued at 99.205% and mature on June 15, 2023 . We will pay interest on the Unsecured Notes due 2023 semi-annually, in arrears, on June 15th and December 15th of each year, beginning December 15, 2015 . The Unsecured Notes due 2023 are unconditionally guaranteed, jointly and severally on a senior unsecured basis by DFT and the same Subsidiary Guarantors as those that guaranty the Unsecured Notes due 2021. The ranking of the Unsecured Notes due 2023 and the guarantees of these notes are the same as the ranking of the Unsecured Notes due 2021 and the guarantee of those notes. At any time prior to June 15, 2018, the Operating Partnership may redeem the Unsecured Notes due 2023, in whole or in part, at a price equal to the sum of (i) 100% of the principal amount of the Unsecured Notes due 2023 to be redeemed, plus (ii) a make-whole premium and accrued and unpaid interest. The Unsecured Notes due 2023 may be redeemed at the Operating Partnership's option, in whole or in part, at any time, on and after June 15, 2018 at the following redemption prices (expressed as percentages of the principal amount thereof) if redeemed during the 12-month period commencing June 15 of the years indicated below, in each case together with accrued and unpaid interest to the date of redemption: Year Redemption Price 2018 104.219 % 2019 102.813 % 2020 101.406 % 2021 and thereafter 100.000 % If there is a change of control (as defined in the indenture governing the Unsecured Notes due 2023) of the Operating Partnership or DFT, we must offer to purchase the Unsecured Notes due 2023 at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest. In addition, in certain circumstances we may be required to use the net proceeds of asset sales to purchase a portion of the Unsecured Notes due 2023 at 100% of the principal amount thereof, plus accrued and unpaid interest. The Unsecured Notes due 2023 have certain covenants limiting or prohibiting the ability of the Operating Partnership and certain of its subsidiaries from, among other things, (i) incurring secured or unsecured indebtedness, (ii) entering into sale and leaseback transactions, (iii) making certain dividend payments, distributions, purchases of DFT's common stock and investments, (iv) entering into transactions with affiliates, (v) entering into agreements limiting the ability to make certain transfers and other payments from subsidiaries, (vi) engaging in sales of assets or (vii) engaging in certain mergers, consolidations or transfers/sales of all or substantially all assets. However, DFT may pay the minimum dividend necessary to meet its REIT income distribution requirements. The Unsecured Notes due 2023 also require the Operating Partnership and the Subsidiary Guarantors to maintain total unencumbered assets of at least 150% of their unsecured debt on a consolidated basis. The Unsecured Notes due 2023 also have customary events of default, including, but not limited to, nonpayment, breach of covenants, and payment or acceleration defaults in certain other indebtedness of ours or certain of our subsidiaries. Upon an event of default, the holders of the Unsecured Notes due 2023 or the trustee may declare the Unsecured Notes due 2023 due and immediately payable. We were in compliance with all covenants under the Unsecured Notes due 2023 as of September 30, 2015 . A summary of our debt principal repayment schedule as of September 30, 2015 is as follows: Debt Principal Repayments as of September 30, 2015 ($ in thousands) Year Fixed Rate Floating Rate Total % of Total Rates 2016 $ — $ 3,750 (3) $ 3,750 0.3 % 1.7 % 2017 — 8,750 (3) 8,750 0.7 % 1.7 % 2018 — 102,500 (3) 102,500 8.4 % 1.7 % 2019 — 250,000 (4) 250,000 20.6 % 1.7 % 2020 — — — — — 2021 600,000 (1) — 600,000 49.4 % 5.9 % 2022 — — — — — 2023 250,000 (2) — 250,000 20.6 % 5.6 % Total $ 850,000 $ 365,000 $ 1,215,000 100 % 4.6 % (1) The 5.875% Unsecured Notes due 2021 mature on September 15, 2021 . (2) The 5.625% Unsecured Notes due 2023 mature on June 15, 2023 . Principal amount shown excludes original issue discount of $2.0 million . (3) The ACC3 Term Loan matures on March 27, 2018 with no extension option. Quarterly principal payments of $1.25 million begin on April 1, 2016 , increase to $2.5 million on April 1, 2017 and continue through maturity. (4) The Unsecured Term Loan matures on July 21, 2019 with no extension option. |
5. Commitments and Contingencie
5. Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Commitments and Contingencies We are involved from time to time in various legal proceedings, lawsuits, examinations by various tax authorities and claims that have arisen in the ordinary course of business. We currently believe that the resolution of such matters will not have a material adverse effect on our financial condition or results of operations. Contracts related to the development of CH2 Phase II, ACC7 Phase II and ACC7 Phase III data centers were in place as of September 30, 2015 . These contracts are cost plus in nature whereby the contract sum is the aggregate of the actual work performed and equipment purchased plus a contractor fee. Control estimates, which are adjusted from time to time to reflect any contract changes, are estimates of the total contract cost at completion. As of September 30, 2015 , the CH2 Phase II control estimate was $17.8 million , of which $3.4 million has been incurred. An additional $8.6 million has been committed under this contract as of September 30, 2015 . As of September 30, 2015 , the ACC7 Phase II control estimate was $46.3 million , of which $37.2 million has been incurred. An additional $4.6 million has been committed under this contract as of September 30, 2015 . As of September 30, 2015 , the ACC7 Phase III control estimate was $73.4 million , of which $19.5 million has been incurred, and an additional $31.9 million has been committed as of September 30, 2015 . In February 2015, we entered into two purchase agreements under which we will acquire two parcels of undeveloped land in Ashburn, Virginia, from entities controlled by Lammot J. du Pont, our Chairman of the Board, and Hossein Fateh, our Vice Chairman of the Board. One agreement relates to the purchase of a 34.8 acre site that is adjacent to the Ashburn Corporate Center, where our ACC2, ACC3, ACC4, ACC5, ACC6 and ACC7 data center facilities are located, for a total purchase price of $15.5 million . The sole managers of the entity that owns this site are a limited liability company owned solely by Mr. du Pont, which also owns approximately 7% of the seller, and a limited liability company owned solely by Mr. Fateh, which also owns approximately 1% of the seller. The other agreement relates to the purchase of an 8.7 acre site that is part of the Ashburn Corporate Center and adjacent to our ACC4 and ACC7 data center facilities for a total purchase price of $4.6 million . Messrs. du Pont and Fateh are the sole managers of the limited liability company that manages the entity that owns this site. Mr. du Pont directly and indirectly owns approximately 23% of the seller, and Mr. Fateh directly and indirectly owns approximately 18% of the seller. In addition, Frederic V. Malek, one of our independent directors, is a non-managing member of the entity that owns this site. Mr. Malek’s sole interest in this entity is the ownership of an approximately 4% non-managing membership interest; he is neither an employee nor an executive officer of this entity. The purchase price for each site was based on an appraisal prepared by an independent appraisal firm. Concurrent with DFT’s October 2007 initial public offering, we entered into tax protection agreements with some of the contributors of the initial properties including DFT’s Chairman and Vice Chairman of the Board. Pursuant to the terms of these agreements, if we dispose of any interest in the initial contributed properties that generates more than a certain allowable amount of built-in gain for the contributors, as a group, in any single year through 2017, we will indemnify the contributors for a portion of the tax liabilities incurred with respect to the amount of built-in gain and tax liabilities incurred as a result of the reimbursement payment. The amount of initial built-in gain that can be recognized as of January 1, 2015 without triggering the tax protection provisions is approximately 80% of the initial built in gain of $667 million (unaudited), or $534 million (unaudited). This percentage increases each year by 10% , accumulating to 100% in 2017. As of September 30, 2015 , none of the tax protection provisions had been triggered and no liability has been recorded on our consolidated balance sheet. If, as of January 1, 2015, the tax protection provisions were triggered, we could be liable for protection on the taxes related to up to approximately $12 million (unaudited) of built-in gain. Additionally, pursuant to the terms of these agreements, we must provide an opportunity for certain of the contributors of the initial properties to guarantee a secured loan and, if we fail to do so, we could be liable for protection on the taxes related to approximately $97 million (unaudited) of remaining minimum liability. The amount of our liability for protection on taxes could be based on the highest federal, state and local capital gains tax rates of the applicable contributor. Any sale by the Company that requires payments to any of DFT’s executive officers or directors pursuant to these agreements requires the approval of at least 75% of the disinterested members of DFT’s Board of Directors. |
6. Redeemable noncontrolling in
6. Redeemable noncontrolling interests operating partnership / Redeemable partnership units | 9 Months Ended |
Sep. 30, 2015 | |
Redeemable noncontrolling interests – operating partnership / Redeemable partnership units [Abstract] | |
Redeemable noncontrolling interests – operating partnership / Redeemable partnership units [Text Block] | Redeemable noncontrolling interests – operating partnership / Redeemable partnership units Redeemable noncontrolling interests – operating partnership, as presented in DFT’s accompanying consolidated balance sheets, represent the OP units held by individuals and entities other than DFT. These interests are also presented in the Operating Partnership’s consolidated balance sheets, referred to as “redeemable partnership units.” Accordingly, the following discussion related to redeemable noncontrolling interests – operating partnership of DFT refers equally to redeemable partnership units of the Operating Partnership. The redemption value of redeemable noncontrolling interests – operating partnership as of September 30, 2015 and December 31, 2014 was $399.1 million and $513.1 million , respectively, based on the closing share price of DFT’s common stock of $25.88 and $33.24 , respectively, on those dates. Holders of OP units are entitled to receive distributions in a per unit amount equal to the per share dividends made with respect to each share of DFT’s common stock, if and when DFT’s Board of Directors declares such a dividend. Holders of OP units have the right to tender their units for redemption, in an amount equal to the fair market value of DFT’s common stock. DFT may elect to redeem tendered OP units for cash or for shares of DFT’s common stock. During the nine months ended September 30, 2015 , OP unitholders redeemed a total of 18,000 OP units in exchange for an equal number of shares of common stock. See Note 2. |
7. Preferred Stock
7. Preferred Stock | 9 Months Ended |
Sep. 30, 2015 | |
Preferred Stock [Abstract] | |
Preferred Stock [Text Block] | Preferred Stock Series A Preferred Stock In October 2010, DFT issued 7,400,000 shares of 7.875% Series A Cumulative Redeemable Perpetual Preferred Stock (“Series A Preferred Stock”) for $185.0 million in an underwritten public offering. The liquidation preference on the Series A Preferred Stock is $25 per share and dividends are scheduled quarterly. For each share of Series A Preferred Stock issued by DFT, the Operating Partnership issued a preferred unit equivalent to DFT with the same terms. In 2015 , DFT declared and paid the following cash dividends on its Series A Preferred Stock, of which the OP paid equivalent distributions on its preferred units: • $0.4921875 per share payable to stockholders of record as of April 2, 2015 . This dividend was paid on April 15, 2015 . • $0.4921875 per share payable to stockholders of record as of July 2, 2015 . This dividend was paid on July 15, 2015 . • $0.4921875 per share payable to stockholders of record as of October 2, 2015 . This dividend was paid on October 15, 2015 . Series B Preferred Stock In March 2011 and January 2012, DFT issued an aggregate of 6,650,000 shares of 7.625% Series B Cumulative Redeemable Perpetual Preferred Stock (“Series B Preferred Stock”) for $166.3 million in underwritten public offerings. The liquidation preference on the Series B Preferred Stock is $25 per share and dividends are scheduled quarterly. For each share of Series B Preferred Stock issued by DFT, the Operating Partnership issued a preferred unit equivalent to DFT with the same terms. In 2015 , DFT declared and paid the following cash dividends on its Series B Preferred Stock, of which the OP paid equivalent distributions on its preferred units: • $0.4765625 per share payable to stockholders of record as of April 2, 2015 . This dividend was paid on April 15, 2015 . • $0.4765625 per share payable to stockholders of record as of July 2, 2015 . This dividend was paid on July 15, 2015 . • $0.4765625 per share payable to stockholders of record as of October 2, 2015 . This dividend was paid on October 15, 2015 . |
8. Stockholders Equity of the R
8. Stockholders Equity of the REIT and Partners Capital of the OP | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders’ Equity of the REIT and Partners’ Capital of the OP [Abstract] | |
Stockholders' Equity Of The REIT And Partners' Capital Of The OP [Text Block] | Stockholders’ Equity of DFT and Partners’ Capital of the OP In 2015 , DFT declared and paid the following cash dividend per share on its common stock, of which the OP paid an equivalent distribution on OP units: • $0.42 per share payable to stockholders of record as of April 2, 2015 . This dividend was paid on April 15, 2015 . • $0.42 per share payable to stockholders of record as of July 2, 2015 . This dividend was paid on July 15, 2015 . • $0.42 per share payable to stockholders of record as of October 2, 2015 . This dividend was paid on October 15, 2015 . In December 2014, the Board of Directors approved a common stock repurchase program to acquire up to $120.0 million of DFT's common stock in 2015. This program will expire on December 31, 2015 . During the nine months ended September 30, 2015 , DFT repurchased 1,002,610 shares of its common stock totaling $31.9 million , and $88.1 million is still available for repurchase under the program. All repurchased shares were retired immediately, and the Operating Partnership retired an equivalent number of units. In connection with the departure of our former chief executive officer, Hossein Fateh, in February 2015, DFT issued the following shares of common stock during the first quarter of 2015, of which the OP issued an equivalent number of units to the REIT: • an award of 55,742 shares of fully vested common stock with a fair value of $1.8 million on the grant date, which was expensed during the first quarter of 2015, • 346 shares of fully vested common stock as consideration for Mr. Fateh's continuing service as Vice Chairman of the Board of Directors with a fair value of less than $0.1 million on the grant date, and • 320,676 shares of fully vested common stock in connection with the accelerated vesting of certain unvested performance units held by Mr. Fateh. $1.9 million was expensed during the first quarter of 2015 related to the accelerated vesting of these performance units. Furthermore, $0.3 million was expensed during the first quarter of 2015 in connection with the accelerated vesting of certain unvested stock options held by Mr. Fateh. Mr. Fateh also received a cash severance payment of $1.3 million which was expensed during the first quarter of 2015 and paid during the third quarter. |
9. Equity Compensation Plan
9. Equity Compensation Plan | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Equity Compensation Plan In May 2011, our Board of Directors adopted the 2011 Equity Incentive Plan (the “2011 Plan”) following approval from our stockholders. The 2011 Plan is administered by the Compensation Committee of our Board of Directors. The 2011 Plan allows us to provide equity-based compensation to our personnel and directors in the form of stock options, stock appreciation rights, dividend equivalent rights, restricted stock, restricted stock units, performance-based awards, unrestricted stock, long term incentive units (“LTIP units”) and other awards. The 2011 Plan authorizes a maximum aggregate of 6,300,000 share equivalents be reserved for future issuances. In addition, shares that were awarded under our 2007 Equity Compensation Plan (the “2007 Plan”) that subsequently become available due to forfeitures of such awards are available for issuance under the 2011 Plan. The 2011 Plan provides that awards can no longer be made under the 2007 Plan. Furthermore, under the 2011 Plan, shares of common stock that are subject to awards of options or stock appreciation rights will be counted against the 2011 Plan share limit as one share for every one share subject to the award. Any shares of stock that are subject to awards other than options or stock appreciation rights shall be counted against the 2011 Plan share limit as 2.36 shares for every one share subject to the award. As of September 30, 2015 , 3,206,037 share equivalents were issued under the 2011 Plan, and the maximum aggregate amount of share equivalents remaining available for future issuance was 3,093,963 . Restricted Stock Restricted stock awards vest over specified periods of time as long as the employee remains employed with the Company. The following table sets forth the number of unvested shares of restricted stock and the weighted average fair value of these shares at the date of grant: Shares of Restricted Stock Weighted Average Fair Value at Date of Grant Unvested balance at December 31, 2014 323,989 $ 24.10 Granted 153,655 32.26 Vested (132,039 ) 23.92 Forfeited (7,582 ) 28.63 Unvested balance at September 30, 2015 338,023 $ 27.77 During the nine months ended September 30, 2015 , we issued 153,655 shares of restricted stock, which had an aggregate value of $5.0 million on the grant date. This amount will be amortized to expense over the respective vesting periods, which are typically three years. Also during the nine months ended September 30, 2015 , 132,039 shares of restricted stock vested at a value of $4.1 million on the respective vesting dates. As of September 30, 2015 , total unearned compensation on restricted stock was $6.7 million , and the weighted average vesting period was 1.2 years . Stock Options Stock option awards are granted with an exercise price equal to the closing market price of DFT’s common stock at the date of grant and vest over specified periods of time as long as the employee remains employed with the Company. All shares to be issued upon option exercises will be newly issued shares and the options have 10-year contractual terms. During the nine months ended September 30, 2015 , no options were granted to employees. A summary of our stock option activity under the applicable equity incentive plan for the nine months ended September 30, 2015 is presented in the tables below. Number of Options Weighted Average Exercise Price Under option, December 31, 2014 1,592,854 $ 19.09 Granted — — Exercised — — Forfeited — — Under option, September 30, 2015 1,592,854 $ 19.09 Shares Subject to Option Total Unearned Compensation Weighted Average Vesting Period Weighted Average Remaining Contractual Term As of September 30, 2015 1,592,854 $ 0.1 million 0.4 years 5.4 years The following table sets forth the number of unvested options as of September 30, 2015 and the weighted average fair value of these options at the grant date. Number of Options Weighted Average Fair Value at Date of Grant Unvested balance at December 31, 2014 302,324 $ 5.05 Granted — — Vested (263,553 ) 5.10 Forfeited — — Unvested balance at September 30, 2015 38,771 $ 4.75 The following tables sets forth the number of exercisable options as of September 30, 2015 and the weighted average fair value and exercise price of these options at the grant date. Number of Options Weighted Average Fair Value at Date of Grant Options Exercisable at December 31, 2014 1,290,530 $ 5.74 Vested 263,553 5.10 Exercised — — Options Exercisable at September 30, 2015 1,554,083 $ 5.63 Exercisable Options Intrinsic Value Weighted Average Exercise Price Weighted Average Remaining Contractual Term As of September 30, 2015 1,554,083 $ 10.7 million $ 19.01 5.4 years Performance Units Performance unit awards are awarded to certain executive employees and have a three calendar-year performance period with no dividend rights. Performance units will be settled in common shares following the performance period as long as the employee remains employed with us on the vesting date, which is the March 1st date following the last day of the applicable performance period. Performance units are valued using a Monte Carlo simulation and are amortized over the three year vesting period from the grant date to the vesting date. The number of common shares settled could range from 0% to 300% . For performance unit award grants prior to 2014, the vesting amount is dependent on DFT’s total stockholder return compared to the MSCI US REIT index over the three calendar-year performance period. For performance unit grants awarded in 2014 and 2015, one-half of the recipient's performance unit award is dependent on DFT’s total stockholder return compared to the MSCI US REIT index over the three calendar-year performance period. The other half of the performance unit award is dependent on DFT’s total stockholder return compared to an index of five comparable publicly traded data center companies over the three calendar-year performance period. The following table summarizes the assumptions used to value, and the resulting fair and maximum values of, the performance units granted during the nine months ended September 30, 2015 . Assumption Number of performance units granted 48,674 Expected volatility 24 % Expected annual dividend 5.18 % Risk-free rate 1.06 % Performance unit fair value at date of grant $ 38.34 Total grant fair value at date of grant $1.9 million Maximum value of grant on vesting date based on closing price of DFT's stock at the date of grant $4.7 million During the nine months ended September 30, 2015 , 4,225 performance units were forfeited with a weighted average fair value of $36.30 per unit. As of September 30, 2015 , total unearned compensation on outstanding performance units was $2.1 million . For the performance units granted in 2012, based on DFT’s total stockholder return compared to the MSCI US REIT index return for the period from January 1, 2012 to January 1, 2015, no common shares were issued upon their vesting on March 1, 2015. |
10. Earnings Per Share of the R
10. Earnings Per Share of the REIT | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Earnings Per Share of DFT The following table sets forth the reconciliation of basic and diluted average shares outstanding used in the computation of earnings per share of common stock (in thousands except for share and per share amounts): Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Basic and Diluted Shares Outstanding Weighted average common shares – basic 65,041,159 65,507,879 65,190,737 65,448,034 Effect of dilutive securities 520,732 790,342 728,239 576,968 Weighted average common shares – diluted 65,561,891 66,298,221 65,918,976 66,025,002 Calculation of Earnings per Share – Basic Net income attributable to common shares $ 19,062 $ 18,960 $ 54,533 $ 60,126 Net income allocated to unvested restricted shares (142 ) (116 ) (435 ) (348 ) Net income attributable to common shares, adjusted 18,920 18,844 54,098 59,778 Weighted average common shares – basic 65,041,159 65,507,879 65,190,737 65,448,034 Earnings per common share – basic $ 0.29 $ 0.29 $ 0.83 $ 0.91 Calculation of Earnings per Share – Diluted Net income attributable to common shares $ 18,920 $ 18,960 $ 54,098 $ 60,126 Adjustments to redeemable noncontrolling interests — 41 — 97 Adjusted net income available to common shares 18,920 19,001 54,098 60,223 Weighted average common shares – diluted 65,561,891 66,298,221 65,918,976 66,025,002 Earnings per common share – diluted $ 0.29 $ 0.29 $ 0.82 $ 0.91 The following table sets forth the number of stock options and performance units that have been excluded from the calculation of diluted earnings per share as their effect would have been antidilutive (in millions): Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Stock Options — — — — Performance Units 0.1 0.1 0.1 0.1 |
11. Earnings Per Unit of the Op
11. Earnings Per Unit of the Operating Partnership | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Unit [Abstract] | |
Earnings per unit of the Operating Partnership [Text Block] | Earnings Per Unit of the Operating Partnership The following table sets forth the reconciliation of basic and diluted average units outstanding used in the computation of earnings per unit: Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Basic and Diluted Units Outstanding Weighted average common units – basic (includes redeemable partnership units and units of general and limited partners) 80,460,396 81,071,866 80,610,303 81,031,191 Effect of dilutive securities 520,732 790,342 728,239 576,968 Weighted average common units – diluted 80,981,128 81,862,208 81,338,542 81,608,159 The following table sets forth the number of stock options and performance units that have been excluded from the calculation of diluted earnings per unit as their effect would have been antidilutive (in millions): Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Stock Options — — — — Performance Units 0.1 0.1 0.1 0.1 |
12. Fair Value
12. Fair Value | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Fair Value Assets and Liabilities Measured at Fair Value The authoritative guidance issued by the Financial Accounting Standards Board requires disclosure of the fair value of financial instruments. Fair value estimates are subjective in nature and are dependent on a number of important assumptions, including estimates of future cash flows, risks, discount rates, and relevant comparable market information associated with each financial instrument. The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts. Accordingly, the amounts are not necessarily indicative of the amounts we would realize in a current market exchange. The following methods and assumptions were used in estimating the fair value amounts and disclosures for financial instruments as of September 30, 2015 : • Cash and cash equivalents: The carrying amount of cash and cash equivalents reported in the accompanying consolidated balance sheets approximates fair value because of the short maturity of these instruments (i.e., less than 90 days). • Rents and other receivables, accounts payable and accrued liabilities, and prepaid rents: The carrying amount of these assets and liabilities reported in the accompanying consolidated balance sheets approximates fair value because of the short-term nature of these amounts. • Debt: The combined balance of our Unsecured Notes due 2021, Unsecured Notes due 2023, Unsecured Term Loan, Unsecured Credit Facility and ACC3 Term Loan was $1,213.1 million with a fair value of $1,227.6 million based on Level 2 data. The Unsecured Notes due 2021 and Unsecured Notes due 2023 were valued based on Level 2 data which consisted of a quoted price from Bloomberg. We believe that the carrying values of our ACC3 Term Loan, Unsecured Credit Facility and Unsecured Term Loan approximate each of their fair values as of September 30, 2015 . Each of these loans bears interest at LIBOR plus a spread that is consistent with current market conditions. |
13. Supplemental Consolidating
13. Supplemental Consolidating Financial Data for Subsidiary Guarantors of the Unsecured Notes | 9 Months Ended |
Sep. 30, 2015 | |
Supplemental Consolidating Financial Data for Subsidiary Guarantors of the Unsecured Notes [Abstract] | |
Additional Financial Information Disclosure [Text Block] | Supplemental Consolidating Financial Data for Subsidiary Guarantors of the Unsecured Notes Our Unsecured Notes due 2021 and Unsecured Notes due 2023 are unconditionally guaranteed, jointly and severally on a senior unsecured basis by DFT and certain of our subsidiaries, including the subsidiaries that own the ACC2, ACC4, ACC5, ACC6, VA3, VA4, CH1, NJ1 and SC1 data centers and the SC2 land (collectively, the "Subsidiary Guarantors"), but excluding the subsidiaries that own the ACC3, ACC7 and CH2 data center facilities, the ACC8 and CH3 land and the TRS (collectively, the "Subsidiary Non-Guarantors"). The following consolidating financial information sets forth the financial position as of September 30, 2015 and December 31, 2014 and the results of operations and cash flows for the three and nine months ended September 30, 2015 and 2014 of the Operating Partnership, Subsidiary Guarantors and the Subsidiary Non-Guarantors. DUPONT FABROS TECHNOLOGY, L.P. SUPPLEMENTAL CONSOLIDATING BALANCE SHEETS (in thousands except share data) September 30, 2015 Operating Partnership Subsidiary Guarantors Subsidiary Non-Guarantors Eliminations Consolidated Total ASSETS Income producing property: Land $ — $ 84,985 $ 7,855 $ — $ 92,840 Buildings and improvements — 2,529,961 269,888 — 2,799,849 — 2,614,946 277,743 — 2,892,689 Less: accumulated depreciation — (534,458 ) (37,538 ) — (571,996 ) Net income producing property — 2,080,488 240,205 — 2,320,693 Construction in progress and land held for development — 45,104 285,096 — 330,200 Net real estate — 2,125,592 525,301 — 2,650,893 Cash and cash equivalents 58,912 — 4,706 — 63,618 Rents and other receivables 1,386 5,679 1,540 — 8,605 Deferred rent — 125,381 3,574 — 128,955 Lease contracts above market value, net — 6,251 — — 6,251 Deferred costs, net 18,163 13,933 6,414 — 38,510 Investment in affiliates 2,624,397 — — (2,624,397 ) — Prepaid expenses and other assets 3,968 41,748 1,954 — 47,670 Total assets $ 2,706,826 $ 2,318,584 $ 543,489 $ (2,624,397 ) $ 2,944,502 LIABILITIES AND PARTNERS’ CAPITAL Liabilities: Line of credit $ — $ — $ — $ — $ — Mortgage notes payable — — 115,000 — 115,000 Unsecured term loan 250,000 — — — 250,000 Unsecured notes payable 848,074 — — — 848,074 Accounts payable and accrued liabilities 3,299 22,754 4,220 — 30,273 Construction costs payable 51 396 21,087 — 21,534 Accrued interest payable 6,617 — 6 — 6,623 Distribution payable 39,688 — — — 39,688 Lease contracts below market value, net — 4,471 — — 4,471 Prepaid rents and other liabilities 16 65,804 3,938 — 69,758 Total liabilities 1,147,745 93,425 144,251 — 1,385,421 Redeemable partnership units 399,050 — — — 399,050 Commitments and contingencies — — — — — Limited Partners’ Capital: Series A cumulative redeemable perpetual preferred units, 7,400,000 issued and outstanding at September 30, 2015 185,000 — — — 185,000 Series B cumulative redeemable perpetual preferred units, 6,650,000 issued and outstanding at September 30, 2015 166,250 — — — 166,250 Common units, 64,719,541 issued and outstanding at September 30, 2015 800,587 2,225,159 399,238 (2,624,397 ) 800,587 General partner’s capital, 662,373 common units issued and outstanding at September 30, 2015 8,194 — — — 8,194 Total partners’ capital 1,160,031 2,225,159 399,238 (2,624,397 ) 1,160,031 Total liabilities & partners’ capital $ 2,706,826 $ 2,318,584 $ 543,489 $ (2,624,397 ) $ 2,944,502 DUPONT FABROS TECHNOLOGY, L.P. SUPPLEMENTAL CONSOLIDATING BALANCE SHEETS (in thousands except share data) December 31, 2014 Operating Partnership Subsidiary Guarantors Subsidiary Non-Guarantors Eliminations Consolidated Total ASSETS Income producing property: Land $ — $ 79,935 $ 3,858 $ — $ 83,793 Buildings and improvements — 2,427,706 195,833 — 2,623,539 — 2,507,641 199,691 — 2,707,332 Less: accumulated depreciation — (473,203 ) (31,666 ) — (504,869 ) Net income producing property — 2,034,438 168,025 — 2,202,463 Construction in progress and land held for development — 145,229 213,736 — 358,965 Net real estate — 2,179,667 381,761 — 2,561,428 Cash and cash equivalents 21,806 — 3,574 — 25,380 Rents and other receivables 1,775 5,513 825 — 8,113 Deferred rent — 139,542 2,823 — 142,365 Lease contracts above market value, net — 8,054 — — 8,054 Deferred costs, net 15,957 16,098 6,440 — 38,495 Investment in affiliates 2,547,049 — — (2,547,049 ) — Prepaid expenses and other assets 2,865 43,866 1,564 — 48,295 Total assets $ 2,589,452 $ 2,392,740 $ 396,987 $ (2,547,049 ) $ 2,832,130 LIABILITIES AND PARTNERS’ CAPITAL Liabilities: Line of credit $ 60,000 $ — $ — $ — $ 60,000 Mortgage notes payable — — 115,000 — 115,000 Unsecured term loan 250,000 — — — 250,000 Unsecured notes payable 600,000 — — — 600,000 Accounts payable and accrued liabilities 4,432 19,580 2,961 — 26,973 Construction costs payable — 4,312 28,637 — 32,949 Accrued interest payable 10,754 — 5 — 10,759 Distribution payable 39,981 — — — 39,981 Lease contracts below market value, net — 7,037 — — 7,037 Prepaid rents and other liabilities 28 61,728 3,418 — 65,174 Total liabilities 965,195 92,657 150,021 — 1,207,873 Redeemable partnership units 513,134 — — — 513,134 Commitments and contingencies — — — — — Limited Partners’ Capital: Series A cumulative redeemable perpetual preferred units, 7,400,000 issued and outstanding at December 31, 2014 185,000 — — — 185,000 Series B cumulative redeemable perpetual preferred units, 6,650,000 issued and outstanding at December 31, 2014 166,250 — — — 166,250 Common units, 65,399,431 issued and outstanding at December 31, 2014 752,254 2,300,083 246,966 (2,547,049 ) 752,254 General partner’s capital, 662,373 common units issued and outstanding at December 31, 2014 7,619 — — — 7,619 Total partners’ capital 1,111,123 2,300,083 246,966 (2,547,049 ) 1,111,123 Total liabilities & partners’ capital $ 2,589,452 $ 2,392,740 $ 396,987 $ (2,547,049 ) $ 2,832,130 DUPONT FABROS TECHNOLOGY, L.P. SUPPLEMENTAL CONSOLIDATING STATEMENTS OF OPERATIONS (in thousands) Three months ended September 30, 2015 Operating Subsidiary Subsidiary Eliminations Consolidated Revenues: Base rent $ 4,561 $ 69,136 $ 7,674 $ (4,600 ) $ 76,771 Recoveries from tenants — 32,160 3,063 — 35,223 Other revenues — 445 2,944 (46 ) 3,343 Total revenues 4,561 101,741 13,681 (4,646 ) 115,337 Expenses: Property operating costs — 33,217 4,600 (4,608 ) 33,209 Real estate taxes and insurance — 4,983 365 — 5,348 Depreciation and amortization 10 23,742 2,681 — 26,433 General and administrative 4,230 7 185 — 4,422 Other expenses 555 3 2,427 (38 ) 2,947 Total expenses 4,795 61,952 10,258 (4,646 ) 72,359 Operating (loss) income (234 ) 39,789 3,423 — 42,978 Interest income 10 — — — 10 Interest: Expense incurred (13,870 ) — 2,179 — (11,691 ) Amortization of deferred financing costs (932 ) — 28 — (904 ) Equity in earnings 45,419 — — (45,419 ) — Net income (loss) 30,393 39,789 5,630 (45,419 ) 30,393 Preferred unit distributions (6,811 ) — — — (6,811 ) Net income (loss) attributable to common units $ 23,582 $ 39,789 $ 5,630 $ (45,419 ) $ 23,582 DUPONT FABROS TECHNOLOGY, L.P. SUPPLEMENTAL CONSOLIDATING STATEMENTS OF OPERATIONS (in thousands) Three months ended September 30, 2014 Operating Subsidiary Subsidiary Eliminations Consolidated Revenues: Base rent $ 4,513 $ 67,780 $ 4,525 $ (4,550 ) $ 72,268 Recoveries from tenants — 28,805 2,406 — 31,211 Other revenues — 414 1,731 (46 ) 2,099 Total revenues 4,513 96,999 8,662 (4,596 ) 105,578 Expenses: Property operating costs — 30,565 3,121 (4,559 ) 29,127 Real estate taxes and insurance — 3,890 218 — 4,108 Depreciation and amortization 16 23,084 1,699 — 24,799 General and administrative 4,383 14 164 — 4,561 Other expenses 14 5 1,535 (37 ) 1,517 Total expenses 4,413 57,558 6,737 (4,596 ) 64,112 Operating income 100 39,441 1,925 — 41,466 Interest income 6 — — — 6 Interest: Expense incurred (10,259 ) 762 465 — (9,032 ) Amortization of deferred financing costs (801 ) 46 (50 ) — (805 ) Loss on early extinguishment of debt (1,363 ) — — — (1,363 ) Equity in earnings 42,589 — — (42,589 ) — Net income (loss) 30,272 40,249 2,340 (42,589 ) 30,272 Preferred unit distributions (6,811 ) — — — (6,811 ) Net income attributable to common units $ 23,461 $ 40,249 $ 2,340 $ (42,589 ) $ 23,461 DUPONT FABROS TECHNOLOGY, L.P. SUPPLEMENTAL CONSOLIDATING STATEMENTS OF OPERATIONS (in thousands) Nine months ended September 30, 2015 Operating Subsidiary Subsidiary Eliminations Consolidated Revenues: Base rent $ 13,682 $ 201,797 $ 19,363 $ (13,796 ) $ 221,046 Recoveries from tenants — 94,970 8,040 — 103,010 Other revenues — 1,309 11,221 (109 ) 12,421 Total revenues 13,682 298,076 38,624 (13,905 ) 336,477 Expenses: Property operating costs — 96,552 11,602 (13,792 ) 94,362 Real estate taxes and insurance — 15,424 963 — 16,387 Depreciation and amortization 32 70,907 6,706 — 77,645 General and administrative 12,585 51 597 — 13,233 Other expenses 6,151 3 9,711 (113 ) 15,752 Total expenses 18,768 182,937 29,579 (13,905 ) 217,379 Operating (loss) income (5,086 ) 115,139 9,045 — 119,098 Interest income 51 — — — 51 Interest: Expense incurred (36,067 ) 1,327 5,698 — (29,042 ) Amortization of deferred financing costs (2,497 ) 107 150 — (2,240 ) Equity in earnings 131,466 — — (131,466 ) — Net income (loss) 87,867 116,573 14,893 (131,466 ) 87,867 Preferred unit distributions (20,433 ) — — — (20,433 ) Net income attributable to common units $ 67,434 $ 116,573 $ 14,893 $ (131,466 ) $ 67,434 DUPONT FABROS TECHNOLOGY, L.P. SUPPLEMENTAL CONSOLIDATING STATEMENTS OF OPERATIONS (in thousands) Nine months ended September 30, 2014 Operating Subsidiary Subsidiary Eliminations Consolidated Revenues: Base rent $ 13,029 $ 198,964 $ 13,075 $ (13,141 ) $ 211,927 Recoveries from tenants — 85,825 7,039 — 92,864 Other revenues — 1,233 3,697 (106 ) 4,824 Total revenues 13,029 286,022 23,811 (13,247 ) 309,615 Expenses: Property operating costs — 92,013 8,126 (13,135 ) 87,004 Real estate taxes and insurance — 10,560 426 — 10,986 Depreciation and amortization 49 67,653 3,969 — 71,671 General and administrative 11,973 63 633 — 12,669 Other expenses 1,012 32 3,057 (112 ) 3,989 Total expenses 13,034 170,321 16,211 (13,247 ) 186,319 Operating (loss) income (5 ) 115,701 7,600 — 123,296 Interest income 112 — 1 — 113 Interest: Expense incurred (30,836 ) 3,360 2,913 — (24,563 ) Amortization of deferred financing costs (2,430 ) 195 (36 ) — (2,271 ) Loss on early extinguishment of debt (1,701 ) — — — (1,701 ) Equity in earnings 129,734 — — (129,734 ) — Net income (loss) 94,874 119,256 10,478 (129,734 ) 94,874 Preferred unit distributions (20,433 ) — — — (20,433 ) Net income attributable to common units $ 74,441 $ 119,256 $ 10,478 $ (129,734 ) $ 74,441 DUPONT FABROS TECHNOLOGY, L.P. SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) Nine months ended September 30, 2015 Operating Partnership Subsidiary Guarantors Subsidiary Non-Guarantors Eliminations Consolidated Total Cash flow from operating activities Net cash (used in) provided by operating activities $ (42,466 ) $ 211,786 $ 22,070 $ — $ 191,390 Cash flow from investing activities Investments in real estate – development (333 ) (9,597 ) (144,235 ) — (154,165 ) Land acquisition costs — — (8,600 ) — (8,600 ) Investments in affiliates 58,681 (197,908 ) 139,227 — — Interest capitalized for real estate under development (21 ) (1,327 ) (7,209 ) — (8,557 ) Improvements to real estate — (2,375 ) (58 ) — (2,433 ) Additions to non-real estate property (5 ) (579 ) (38 ) — (622 ) Net cash provided by (used in) investing activities 58,322 (211,786 ) (20,913 ) — (174,377 ) Cash flow from financing activities Line of credit: Proceeds 120,000 — — — 120,000 Repayments (180,000 ) — — — (180,000 ) Unsecured term loan: Proceeds — — — — — Unsecured notes payable: Proceeds 248,012 — — — 248,012 Payments of financing costs (4,705 ) — (25 ) — (4,730 ) Equity compensation (payments) proceeds (7,611 ) — — — (7,611 ) OP unit repurchases (31,912 ) — — — (31,912 ) Distributions (122,534 ) — — — (122,534 ) Net cash provided by (used in) financing activities 21,250 — (25 ) — 21,225 Net increase in cash and cash equivalents 37,106 — 1,132 — 38,238 Cash and cash equivalents, beginning 21,806 — 3,574 — 25,380 Cash and cash equivalents, ending $ 58,912 $ — $ 4,706 $ — $ 63,618 DUPONT FABROS TECHNOLOGY, L.P. SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) Nine months ended September 30, 2014 Operating Partnership Subsidiary Guarantors Subsidiary Non-Guarantors Eliminations Consolidated Total Cash flow from operating activities Net cash (used in) provided by operating activities $ (31,070 ) $ 187,125 $ 15,758 $ — $ 171,813 Cash flow from investing activities Investments in real estate – development (309 ) (94,621 ) (93,513 ) — (188,443 ) Investments in affiliates 2,818 (86,880 ) 84,062 — — Interest capitalized for real estate under development (7 ) (3,360 ) (4,522 ) — (7,889 ) Improvements to real estate — (2,017 ) (66 ) — (2,083 ) Additions to non-real estate property (9 ) (247 ) (36 ) — (292 ) Net cash provided by (used in) investing activities 2,493 (187,125 ) (14,075 ) — (198,707 ) Cash flow from financing activities Unsecured term loan: Proceeds 96,000 — — — 96,000 Payments of financing costs (3,481 ) — (313 ) — (3,794 ) Equity compensation (payments) proceeds 2,303 — — — 2,303 Distributions (97,629 ) — — — (97,629 ) Net cash used in financing activities (2,807 ) — (313 ) — (3,120 ) Net (decrease) increase in cash and cash equivalents (31,384 ) — 1,370 — (30,014 ) Cash and cash equivalents, beginning 32,903 1,611 — 34,514 Cash and cash equivalents, ending $ 1,519 $ — $ 2,981 $ — $ 4,500 |
2. Significant Accounting Pol21
2. Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation [Text Block] | Basis of Presentation This report combines the quarterly reports on Form 10-Q for the quarter ended September 30, 2015 of DuPont Fabros Technology, Inc. and DuPont Fabros Technology, L.P. References to “DFT” mean DuPont Fabros Technology, Inc. and its controlled subsidiaries; and references to the “Operating Partnership” or “OP” mean DuPont Fabros Technology, L.P. and its controlled subsidiaries. We believe combining the quarterly reports on Form 10-Q of DFT and the Operating Partnership into this single report provides the following benefits: • enhances investors’ understanding of DFT and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business; • eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure in this report applies to both DFT and the Operating Partnership; and • creates time and cost efficiencies through the preparation of one combined report instead of two separate reports. We operate DFT and the Operating Partnership as one business. The management of DFT consists of the same employees as the management of the Operating Partnership. We believe it is important for investors to understand the few differences between DFT and the Operating Partnership in the context of how DFT and the Operating Partnership operate as a consolidated company. DFT is a REIT, whose only material asset is its ownership of OP units of the Operating Partnership. As a result, DFT does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing unsecured debt of the Operating Partnership. DFT has not issued any indebtedness, but has guaranteed all of the unsecured debt of the Operating Partnership. The Operating Partnership holds all the real estate assets of the Company. Except for net proceeds from public equity issuances by DFT, which are contributed to the Operating Partnership in exchange for OP units or preferred units, the Operating Partnership generates all remaining capital required by our business. These sources include the Operating Partnership’s operations, its direct or indirect incurrence of indebtedness, and the issuance of partnership units. As general partner with control of the Operating Partnership, DFT consolidates the Operating Partnership for financial reporting purposes. The presentation of stockholders’ equity and partners’ capital are the main areas of difference between the consolidated financial statements of DFT and those of the Operating Partnership. The Operating Partnership’s capital includes preferred units and general and limited common units that are owned by DFT and the other partners. DFT’s stockholders’ equity includes preferred stock, common stock, additional paid in capital and retained earnings. The common limited partnership interests held by the limited partners (other than DFT) in the Operating Partnership are presented as “redeemable partnership units” in the Operating Partnership’s consolidated financial statements and as “redeemable noncontrolling interests-operating partnership” in DFT’s consolidated financial statements. The only difference between the assets and liabilities of DFT and the Operating Partnership as of September 30, 2015 is a $4.2 million bank account held by DFT that is not part of the Operating Partnership. Net income is the same for DFT and the Operating Partnership. The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. All significant intercompany accounts and transactions have been eliminated in the accompanying consolidated financial statements. The results of operations for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the full year. These consolidated financial statements should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained elsewhere in this Form 10-Q and the audited financial statements and accompanying notes for the year ended December 31, 2014 contained in our Annual Report on Form 10-K, which contains a complete listing of our significant accounting policies. We have one reportable segment consisting of investments in data centers located in the United States. All of our properties generate similar types of revenues and expenses related to customer rent and reimbursements and operating expenses. The delivery of our products is consistent across all properties and although services are provided to a range of customers, the types of services provided to them are limited to a few core principles. As such, the properties in our portfolio have similar economic characteristics and the nature of the products and services provided to our customers and the method to distribute such services are consistent throughout the portfolio. |
Use of Estimates [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Property [Policy Text Block] | Property Depreciation on buildings is generally provided on a straight-line basis over 40 years from the date the buildings were placed in service. Building components are depreciated over the life of the respective improvement ranging from 10 to 40 years from the date the components were placed in service. Personal property is depreciated over three years to seven years . Depreciation expense was $25.3 million and $23.7 million for the three months ended September 30, 2015 and 2014 , respectively, and $73.4 million and $68.4 million for the nine months ended September 30, 2015 and 2014 , respectively. Included in these amounts is amortization expense related to tenant origination costs, which was $0.5 million and $0.8 million for the three months ended September 30, 2015 and 2014 , respectively, and $1.7 million and $2.4 million for the nine months ended September 30, 2015 and 2014 , respectively. Repairs and maintenance costs are expensed as incurred. We record impairment losses on long-lived assets used in operations or in development when events or changes in circumstances indicate that the assets might be impaired, and the estimated undiscounted cash flows to be generated by those assets are less than the carrying amounts. If circumstances indicating impairment of a long-lived asset are present, we would determine the fair value of that asset, and an impairment loss would be recognized in an amount equal to the excess of the carrying amount of the impaired asset over its fair value. We assess the recoverability of the carrying value of our assets on a property-by-property basis. No impairment losses were recorded during the nine months ended September 30, 2015 and 2014 . |
Deferred Costs [Policy Text Block] | Deferred Costs Deferred costs, net in our accompanying consolidated balance sheets include both financing and leasing costs. Financing costs, which represent fees and other costs incurred in obtaining debt, are amortized using the effective-interest rate method or a method that approximates the effective-interest method, over the term of the loan and are included in amortization of deferred financing costs. In May 2014, we amended our unsecured revolving credit facility ("Unsecured Credit Facility"), which, due to the change in composition of lenders comprising the Unsecured Credit Facility's bank group, resulted in the partial write-off of unamortized deferred financing costs totaling $0.3 million . In July 2014, we amended our unsecured term loan agreement ("Unsecured Term Loan"), which, due to the change in composition of lenders comprising the Unsecured Term Loan's bank group, resulted in a loss on early extinguishment of debt of $1.4 million , which included a partial write-off of unamortized deferred financing costs of $0.7 million . Balances, net of accumulated amortization, at September 30, 2015 and December 31, 2014 were as follows (in thousands): September 30, December 31, Financing costs $ 28,721 $ 24,110 Accumulated amortization (9,525 ) (6,820 ) Financing costs, net $ 19,196 $ 17,290 Leasing costs, which are either external fees and costs incurred in the successful negotiations of leases, internal costs expended in the successful negotiations of leases or the estimated leasing commissions resulting from the allocation of the purchase price of ACC2, VA3, VA4 and ACC4, are deferred and amortized over the terms of the related leases on a straight-line basis. If an applicable lease terminates prior to the expiration of its initial term, the carrying amount of the costs are written off to amortization expense. In June 2015, we wrote off $0.7 million of unamortized leasing costs to amortization expense related to a customer in bankruptcy whose leases with us were rejected effective July 1, 2015 pursuant to an order made by the bankruptcy court, described below. Leasing costs incurred for the three and nine months ended September 30, 2015 and 2014 were as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Leasing costs incurred for new leases $ 5 $ 148 $ 889 $ 1,751 Leasing costs incurred for renewals 9 153 1,156 153 Total leasing costs incurred $ 14 $ 301 $ 2,045 $ 1,904 Amortization of deferred leasing costs totaled $1.0 million for each of the three months ended September 30, 2015 and 2014 , and $3.9 million and $3.0 million for the nine months ended September 30, 2015 and 2014 , respectively, including the write-off described above. Balances, net of accumulated amortization, at September 30, 2015 and December 31, 2014 were as follows (in thousands): September 30, December 31, Leasing costs $ 48,315 $ 52,358 Accumulated amortization (29,001 ) (31,153 ) Leasing costs, net $ 19,314 $ 21,205 |
Inventory [Policy Text Block] | Inventory We maintain fuel inventory for our generators, which is recorded at the lower of cost (on a first-in, first-out basis) or market. As of September 30, 2015 and December 31, 2014 , the fuel inventory was $4.5 million and $4.3 million , respectively, and is included in prepaid expenses and other assets in the accompanying consolidated balance sheets. |
Rental Income [Policy Text Block] | Rental Income We, as a lessor, have retained substantially all the risks and benefits of ownership and account for our leases as operating leases. For lease agreements that provide for scheduled fixed and determinable rent increases, rental income is recognized on a straight-line basis over the non-cancellable term of the leases, which commences when control of the space and critical power have been provided to the customer. If the lease contains an early termination clause with a penalty payment, we determine the lease termination date by evaluating whether the penalty reasonably assures that the lease will not be terminated early. Straight-line rents receivable are included in deferred rent, net in the accompanying consolidated balance sheets. Lease inducements, which include free rent or cash payments to customers, are amortized as a reduction of rental income over the non-cancellable lease term. Lease intangible assets and liabilities that have resulted from above-market and below-market leases that were acquired are amortized on a straight-line basis as decreases and increases, respectively, to rental revenue over the remaining non-cancellable term of the underlying leases. If a lease terminates prior to the expiration of its initial term, the unamortized portion of straight-line rents receivable, lease inducements and lease intangibles associated with that lease will be written off to rental revenue. In June 2015, we wrote-off as a reduction of base rent $0.4 million of unreserved straight-line rents receivable, $0.1 million of unamortized lease inducements and $1.0 million of unamortized lease intangibles related to a customer in bankruptcy whose leases with us were rejected effective July 1, 2015 pursuant to an order made by the bankruptcy court. Balances, net of accumulated amortization, at September 30, 2015 and December 31, 2014 were as follows (in thousands): September 30, December 31, Lease contracts above market value $ 20,500 $ 23,100 Accumulated amortization (14,249 ) (15,046 ) Lease contracts above market value, net $ 6,251 $ 8,054 Lease contracts below market value $ 24,175 $ 39,375 Accumulated amortization (19,704 ) (32,338 ) Lease contracts below market value, net $ 4,471 $ 7,037 Our policy is to record a reserve for losses on accounts receivable equal to the estimated uncollectible accounts. The estimate is based on our historical experience and a review of the current status of our receivables. As of September 30, 2015 and December 31, 2014 , we had one uncollectible account that consisted of a note receivable from a customer in bankruptcy. The note balance as of September 30, 2015 and December 31, 2014 was $6.5 million and $6.6 million , respectively, which is recorded within rents and other receivables, net in our accompanying consolidated balance sheets. Over the term of the note, we applied interest received to the note principal balance totaling $1.2 million . As of September 30, 2015 and December 31, 2014 , respectively, we have established a reserve of $5.1 million and $4.9 million , including interest applied to principal. The note receivable, net of reserves and interest applied to the principal, was $1.4 million and $1.7 million as of September 30, 2015 and December 31, 2014 , respectively. In October 2015, a sale of our bankrupt customer's east coast business was consummated, and we continue to be reasonably assured that we will be able to collect the balance of the note receivable, net of reserve, as a claim in the bankruptcy. We also establish an appropriate allowance for doubtful accounts for receivables arising from the straight-lining of rents. These receivables arise from revenue recognized in excess of amounts currently due under the lease and are recorded as deferred rent in the accompanying consolidated balance sheets. As of December 31, 2014 , we had reserves against deferred rent relating to the leases with the customer in bankruptcy of $3.7 million . Due to the rejection of leases by our bankrupt customer, we wrote off the reserved straight-line rent receivable in the second quarter and had no reserves against deferred rent as of September 30, 2015 . Customer leases generally contain provisions under which the customers reimburse us for a portion of operating expenses and real estate taxes incurred by the property. Recoveries from tenants are included in revenue in the accompanying consolidated statements of operations in the period the applicable expenditures are incurred. Most of our leases also provide us with a property management fee based on a percentage of base rent collected and property-level operating expenses, other than charges for power used by customers to run their servers and cool their space. Property management fees are included in base rent in the accompanying consolidated statements of operations in the applicable period in which they are earned. |
Other Revenue [Policy Text Block] | Other Revenue Other revenue primarily consists of services provided to customers on a non-recurring basis. This includes projects such as the purchase and installation of circuits, racks, breakers and other customer requested items. Revenue is recognized on a completed contract basis when the project is finished and ready for the customer's use. This method is consistently applied for all periods presented. Costs of providing these services are included in other expenses in the accompanying consolidated statements of operations. |
Redeemable Noncontrolling Interests—Operating Partnership / Redeemable Partnership Units [Policy Text Block] | Redeemable Noncontrolling Interests – Operating Partnership / Redeemable Partnership Units Redeemable noncontrolling interests – operating partnership, as presented on DFT’s consolidated balance sheets, represent the limited partnership interests in the Operating Partnership (“OP units”) held by individuals and entities other than DFT. These interests are also presented on the Operating Partnership’s consolidated balance sheets, referred to as “redeemable partnership units.” Accordingly, the following discussion related to redeemable noncontrolling interests – operating partnership of DFT refers equally to redeemable partnership units of the Operating Partnership. Redeemable noncontrolling interests – operating partnership, which require cash payment, or allow settlement in shares, but with the ability to deliver the shares outside of the control of DFT, are reported outside of the permanent equity section of the consolidated balance sheets of DFT and the Operating Partnership. Redeemable noncontrolling interests – operating partnership are adjusted for income, losses and distributions allocated to OP units not held by DFT (normal noncontrolling interest accounting amount). Adjustments to redeemable noncontrolling interests – operating partnership are recorded to reflect increases or decreases in the ownership of the Operating Partnership by holders of OP units, including the redemptions of OP units for cash or in exchange for shares of DFT’s common stock. If such adjustments result in redeemable noncontrolling interests – operating partnership being recorded at less than the redemption value of the OP units, redeemable noncontrolling interests – operating partnership are further adjusted to their redemption value (see Note 6). Redeemable noncontrolling interests – operating partnership are recorded at the greater of the normal noncontrolling interest accounting amount or redemption value. The following is a summary of activity for redeemable noncontrolling interests – operating partnership for the nine months ended September 30, 2015 (dollars in thousands): OP Units Number Amount Balance at December 31, 2014 15,437,237 $ 513,134 Net income attributable to redeemable noncontrolling interests – operating partnership — 12,901 Distributions declared — (19,428 ) Redemption of operating partnership units (18,000 ) (598 ) Adjustments to redeemable noncontrolling interests – operating partnership — (106,959 ) Balance at September 30, 2015 15,419,237 $ 399,050 The following is a summary of activity for redeemable partnership units for the nine months ended September 30, 2015 (dollars in thousands): OP Units Number Amount Balance at December 31, 2014 15,437,237 $ 513,134 Redemption of operating partnership units (18,000 ) (598 ) Adjustments to redeemable partnership units — (113,486 ) Balance at September 30, 2015 15,419,237 $ 399,050 Net income is allocated to controlling interests and redeemable noncontrolling interests – operating partnership in accordance with the limited partnership agreement of the Operating Partnership. The following is a summary of net income attributable to controlling interests and transfers to redeemable noncontrolling interests – operating partnership for the three and nine months ended September 30, 2015 and 2014 (dollars in thousands): Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Net income attributable to controlling interests $ 25,873 $ 25,771 $ 74,966 $ 80,559 Transfers from noncontrolling interests: Net change in the Company’s common stock and additional paid in capital due to the redemption of OP units and other adjustments to redeemable noncontrolling interests – operating partnership 53,091 (1,619 ) 107,557 (35,266 ) $ 78,964 $ 24,152 $ 182,523 $ 45,293 |
Earnings Per Share of the REIT [Policy Text Block] | Earnings Per Share of DFT Basic earnings per share is calculated by dividing the net income attributable to common shares for the period by the weighted average number of common shares outstanding during the period using the two class method. Diluted earnings per share is calculated by dividing the net income attributable to common shares for the period by the weighted average number of common and dilutive securities outstanding during the period using the two class method. |
Earnings Per Unit of the Operating Partnership [Policy Text Block] | Earnings Per Unit of the Operating Partnership Basic earnings per unit is calculated by dividing the net income attributable to common units for the period by the weighted average number of common units outstanding during the period using the two class method. Diluted earnings per unit is calculated by dividing the net income attributable to common units for the period by the weighted average number of common and dilutive securities outstanding during the period using the two class method. |
Stock-based Compensation [Policy Text Block] | Stock-based Compensation We award stock-based compensation to employees and members of our Board of Directors in the form of common stock. For each stock award granted by DFT, the OP issues an equivalent common unit, which may be referred to herein as a common share, common stock, or a common unit. We estimate the fair value of the awards and recognize this value over the requisite service period. The fair value of restricted stock-based compensation is based on the market value of DFT’s common stock on the date of the grant. The fair value of options to purchase common stock is based on the Black-Scholes model. The fair value of performance units is based on a Monte Carlo simulation. |
Recently Issued Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements In March 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs , which will change the presentation of debt issuance costs on our consolidated balance sheet. The new guidance requires that deferred financing costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the debt liability rather than as an asset. Given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line of credit arrangements, the SEC staff stated they would not object to an entity continuing to present line of credit issuance costs as an asset, regardless of whether there are any outstanding borrowings on the line of credit. Entities are required to apply ASU 2015-03 in the first quarter of 2016 and apply the guidance retrospectively to all prior periods presented. Early adoption is permitted. In May 2014, the FASB issued a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. We will be required to apply the new standard in the first quarter of 2018 and are assessing whether the new standard will have a material effect on our financial position or results of operations. |
2. Significant Accounting Pol22
2. Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Deferred Financing Costs [Table Text Block] | Balances, net of accumulated amortization, at September 30, 2015 and December 31, 2014 were as follows (in thousands): September 30, December 31, Financing costs $ 28,721 $ 24,110 Accumulated amortization (9,525 ) (6,820 ) Financing costs, net $ 19,196 $ 17,290 |
Schedule of Leasing Costs Incurred [Table Text Block] | Leasing costs incurred for the three and nine months ended September 30, 2015 and 2014 were as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Leasing costs incurred for new leases $ 5 $ 148 $ 889 $ 1,751 Leasing costs incurred for renewals 9 153 1,156 153 Total leasing costs incurred $ 14 $ 301 $ 2,045 $ 1,904 |
Schedule of Deferred Leasing Costs [Table Text Block] | Balances, net of accumulated amortization, at September 30, 2015 and December 31, 2014 were as follows (in thousands): September 30, December 31, Leasing costs $ 48,315 $ 52,358 Accumulated amortization (29,001 ) (31,153 ) Leasing costs, net $ 19,314 $ 21,205 |
Schedule of Lease Intangibles Above and Below Market Value [Table Text Block] | Balances, net of accumulated amortization, at September 30, 2015 and December 31, 2014 were as follows (in thousands): September 30, December 31, Lease contracts above market value $ 20,500 $ 23,100 Accumulated amortization (14,249 ) (15,046 ) Lease contracts above market value, net $ 6,251 $ 8,054 Lease contracts below market value $ 24,175 $ 39,375 Accumulated amortization (19,704 ) (32,338 ) Lease contracts below market value, net $ 4,471 $ 7,037 |
Redeemable Noncontrolling Interest [Table Text Block] | The following is a summary of activity for redeemable noncontrolling interests – operating partnership for the nine months ended September 30, 2015 (dollars in thousands): OP Units Number Amount Balance at December 31, 2014 15,437,237 $ 513,134 Net income attributable to redeemable noncontrolling interests – operating partnership — 12,901 Distributions declared — (19,428 ) Redemption of operating partnership units (18,000 ) (598 ) Adjustments to redeemable noncontrolling interests – operating partnership — (106,959 ) Balance at September 30, 2015 15,419,237 $ 399,050 |
Redeemable Partnership Units [Table Text Block] | The following is a summary of activity for redeemable partnership units for the nine months ended September 30, 2015 (dollars in thousands): OP Units Number Amount Balance at December 31, 2014 15,437,237 $ 513,134 Redemption of operating partnership units (18,000 ) (598 ) Adjustments to redeemable partnership units — (113,486 ) Balance at September 30, 2015 15,419,237 $ 399,050 |
Schedule of Net Income Attributable to Controlling Interests and Transfers From Redeemable Noncontrolling Interests Operating Partnership [Table Text Block] | The following is a summary of net income attributable to controlling interests and transfers to redeemable noncontrolling interests – operating partnership for the three and nine months ended September 30, 2015 and 2014 (dollars in thousands): Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Net income attributable to controlling interests $ 25,873 $ 25,771 $ 74,966 $ 80,559 Transfers from noncontrolling interests: Net change in the Company’s common stock and additional paid in capital due to the redemption of OP units and other adjustments to redeemable noncontrolling interests – operating partnership 53,091 (1,619 ) 107,557 (35,266 ) $ 78,964 $ 24,152 $ 182,523 $ 45,293 |
3. Real Estate Assets (Tables)
3. Real Estate Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Real Estate [Abstract] | |
Schedule of Real Estate Properties [Table Text Block] | The following is a summary of our properties as of September 30, 2015 (dollars in thousands): Property Location Land Buildings and Improvements Construction in Progress and Land Held for Development Total Cost ACC2 Ashburn, VA $ 2,500 $ 154,063 $ 156,563 ACC3 Ashburn, VA 1,071 95,978 97,049 ACC4 Ashburn, VA 6,600 538,551 545,151 ACC5 Ashburn, VA 6,443 298,740 305,183 ACC6 Ashburn, VA 5,518 216,697 222,215 ACC7 Phase I Ashburn, VA 2,787 95,001 97,788 VA3 Reston, VA 9,000 178,971 187,971 VA4 Bristow, VA 6,800 149,250 156,050 CH1 Elk Grove Village, IL 23,611 358,422 382,033 CH2 Phase I Elk Grove Village, IL 3,998 71,991 75,989 NJ1 Phase I Piscataway, NJ 4,311 210,231 214,542 SC1 Santa Clara, CA 20,201 431,954 452,155 92,840 2,799,849 — 2,892,689 Construction in progress and land held for development (1 ) 330,200 330,200 $ 92,840 $ 2,799,849 $ 330,200 $ 3,222,889 (1) Properties located in Ashburn, VA (ACC7 Phases II-IV and ACC8); Piscataway, NJ (NJ1 Phase II), Elk Grove Village, IL (CH2 Phases II-III and CH3) and Santa Clara, CA (SC2). |
4. Debt (Tables)
4. Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Instrument [Line Items] | |
Schedule of Debt [Table Text Block] | Debt Summary as of September 30, 2015 and December 31, 2014 ($ in thousands) September 30, 2015 December 31, 2014 Amounts % of Total Rates Maturities (years) Amounts Secured $ 115,000 9 % 1.7 % 2.5 $ 115,000 Unsecured 1,100,000 91 % 4.9 % 5.9 910,000 Total $ 1,215,000 100 % 4.6 % 5.6 $ 1,025,000 Fixed Rate Debt: Unsecured Notes due 2021 $ 600,000 49 % 5.9 % 6.0 $ 600,000 Unsecured Notes due 2023 (1) 250,000 21 % 5.6 % 7.7 — Fixed Rate Debt 850,000 70 % 5.8 % 6.5 600,000 Floating Rate Debt: Unsecured Credit Facility — — % — % 2.6 60,000 Unsecured Term Loan 250,000 21 % 1.7 % 3.8 250,000 ACC3 Term Loan 115,000 9 % 1.7 % 2.5 115,000 Floating Rate Debt 365,000 30 % 1.7 % 3.4 425,000 Total $ 1,215,000 100 % 4.6 % 5.6 $ 1,025,000 (1) Principal amount shown excludes original issue discount of $2.0 million . |
Schedule of Maturities of Long-term Debt [Table Text Block] | A summary of our debt principal repayment schedule as of September 30, 2015 is as follows: Debt Principal Repayments as of September 30, 2015 ($ in thousands) Year Fixed Rate Floating Rate Total % of Total Rates 2016 $ — $ 3,750 (3) $ 3,750 0.3 % 1.7 % 2017 — 8,750 (3) 8,750 0.7 % 1.7 % 2018 — 102,500 (3) 102,500 8.4 % 1.7 % 2019 — 250,000 (4) 250,000 20.6 % 1.7 % 2020 — — — — — 2021 600,000 (1) — 600,000 49.4 % 5.9 % 2022 — — — — — 2023 250,000 (2) — 250,000 20.6 % 5.6 % Total $ 850,000 $ 365,000 $ 1,215,000 100 % 4.6 % (1) The 5.875% Unsecured Notes due 2021 mature on September 15, 2021 . (2) The 5.625% Unsecured Notes due 2023 mature on June 15, 2023 . Principal amount shown excludes original issue discount of $2.0 million . (3) The ACC3 Term Loan matures on March 27, 2018 with no extension option. Quarterly principal payments of $1.25 million begin on April 1, 2016 , increase to $2.5 million on April 1, 2017 and continue through maturity. (4) The Unsecured Term Loan matures on July 21, 2019 with no extension option. |
Unsecured Credit Facility [Member] | |
Debt Instrument [Line Items] | |
Schedule Of Line of Credit Interest Rate Margin Applicable By Indebtedness Level [Table Text Block] | Prior to our receiving an investment grade credit rating, the applicable margin added to LIBOR and the base rate is based on the table below. Applicable Margin Pricing Level Ratio of Total Indebtedness to Gross Asset Value LIBOR Rate Loans Base Rate Loans Level 1 Less than or equal to 35% 1.55 % 0.55 % Level 2 Greater than 35% but less than or equal to 40% 1.65 % 0.65 % Level 3 Greater than 40% but less than or equal to 45% 1.80 % 0.80 % Level 4 Greater than 45% but less than or equal to 52.5% 1.95 % 0.95 % Level 5 Greater than 52.5% 2.15 % 1.15 % |
Schedule Of Credit Rating Of Unsecured Notes for Line of Credit [Table Text Block] | In the event we receive an investment grade credit rating, borrowings under the facility will bear interest based on the table below. Applicable Margin Credit Rating Level Credit Rating LIBOR Rate Loans Base Rate Loans Level 1 Greater than or equal to A- by S&P or A3 by Moody’s 0.875 % 0.00 % Level 2 Greater than or equal to BBB+ by S&P or Baa1 by Moody’s 0.925 % 0.00 % Level 3 Greater than or equal to BBB by S&P or Baa2 by Moody’s 1.05 % 0.05 % Level 4 Greater than or equal to BBB- by S&P or Baa3 by Moody’s 1.30 % 0.30 % Level 5 Less than BBB- by S&P or Baa3 by Moody’s 1.70 % 0.70 % |
Unsecured Term Loan [Member] | |
Debt Instrument [Line Items] | |
Schedule Of Term Loan Interest Rate Margin Applicable By Indebtedness Level [Table Text Block] | Prior to our receiving an investment grade credit rating, the applicable margin added to LIBOR and the base rate is based on the table below. Applicable Margin Pricing Level Ratio of Total Indebtedness to Gross Asset Value LIBOR Rate Loans Base Rate Loans Level 1 Less than or equal to 35% 1.50 % 0.50 % Level 2 Greater than 35% but less than or equal to 40% 1.60 % 0.60 % Level 3 Greater than 40% but less than or equal to 45% 1.75 % 0.75 % Level 4 Greater than 45% but less than or equal to 52.5% 1.90 % 0.90 % Level 5 Greater than 52.5% 2.10 % 1.10 % |
Schedule Of Credit Rating For Unsecured Term Loan [Table Text Block] | The terms of the Unsecured Term Loan also provide that, in the event we receive an investment grade credit rating, borrowings under the loan will bear interest based on the table below. Applicable Margin Credit Rating Level Credit Rating LIBOR Rate Loans Base Rate Loans Level 1 Greater than or equal to A- by S&P or A3 by Moody’s 0.825 % 0.00 % Level 2 Greater than or equal to BBB+ by S&P or Baa1 by Moody’s 0.875 % 0.00 % Level 3 Greater than or equal to BBB by S&P or Baa2 by Moody’s 1.00 % 0.00 % Level 4 Greater than or equal to BBB- by S&P or Baa3 by Moody’s 1.25 % 0.25 % Level 5 Less than BBB- by S&P or Baa3 by Moody’s 1.65 % 0.65 % |
Unsecured Notes due 2021 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument Redemption [Table Text Block] | The Unsecured Notes due 2021 may be redeemed at the Operating Partnership's option, in whole or in part, at any time, on and after September 15, 2016 at the following redemption prices (expressed as percentages of the principal amount thereof) if redeemed during the 12-month period commencing September 15 of the years indicated below, in each case together with accrued and unpaid interest to the date of redemption: Year Redemption Price 2016 104.406 % 2017 102.938 % 2018 101.469 % 2019 and thereafter 100.000 % |
Unsecured Notes due 2023 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument Redemption [Table Text Block] | Year Redemption Price 2018 104.219 % 2019 102.813 % 2020 101.406 % 2021 and thereafter 100.000 % |
9. Equity Compensation Plan (Ta
9. Equity Compensation Plan (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Unvested Restricted Stock Units Roll Forward [Table Text Block] | The following table sets forth the number of unvested shares of restricted stock and the weighted average fair value of these shares at the date of grant: Shares of Restricted Stock Weighted Average Fair Value at Date of Grant Unvested balance at December 31, 2014 323,989 $ 24.10 Granted 153,655 32.26 Vested (132,039 ) 23.92 Forfeited (7,582 ) 28.63 Unvested balance at September 30, 2015 338,023 $ 27.77 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of our stock option activity under the applicable equity incentive plan for the nine months ended September 30, 2015 is presented in the tables below. Number of Options Weighted Average Exercise Price Under option, December 31, 2014 1,592,854 $ 19.09 Granted — — Exercised — — Forfeited — — Under option, September 30, 2015 1,592,854 $ 19.09 Shares Subject to Option Total Unearned Compensation Weighted Average Vesting Period Weighted Average Remaining Contractual Term As of September 30, 2015 1,592,854 $ 0.1 million 0.4 years 5.4 years |
Schedule of Stock Options Roll Forward [Table Text Block] | The following table sets forth the number of unvested options as of September 30, 2015 and the weighted average fair value of these options at the grant date. Number of Options Weighted Average Fair Value at Date of Grant Unvested balance at December 31, 2014 302,324 $ 5.05 Granted — — Vested (263,553 ) 5.10 Forfeited — — Unvested balance at September 30, 2015 38,771 $ 4.75 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable [Table Text Block] | The following tables sets forth the number of exercisable options as of September 30, 2015 and the weighted average fair value and exercise price of these options at the grant date. Number of Options Weighted Average Fair Value at Date of Grant Options Exercisable at December 31, 2014 1,290,530 $ 5.74 Vested 263,553 5.10 Exercised — — Options Exercisable at September 30, 2015 1,554,083 $ 5.63 Exercisable Options Intrinsic Value Weighted Average Exercise Price Weighted Average Remaining Contractual Term As of September 30, 2015 1,554,083 $ 10.7 million $ 19.01 5.4 years |
Schedule of Share-based Payment Award, Performance Units, Valuation Assumptions [Table Text Block] | The following table summarizes the assumptions used to value, and the resulting fair and maximum values of, the performance units granted during the nine months ended September 30, 2015 . Assumption Number of performance units granted 48,674 Expected volatility 24 % Expected annual dividend 5.18 % Risk-free rate 1.06 % Performance unit fair value at date of grant $ 38.34 Total grant fair value at date of grant $1.9 million Maximum value of grant on vesting date based on closing price of DFT's stock at the date of grant $4.7 million |
10. Earnings Per Share of the26
10. Earnings Per Share of the REIT (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table sets forth the reconciliation of basic and diluted average shares outstanding used in the computation of earnings per share of common stock (in thousands except for share and per share amounts): Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Basic and Diluted Shares Outstanding Weighted average common shares – basic 65,041,159 65,507,879 65,190,737 65,448,034 Effect of dilutive securities 520,732 790,342 728,239 576,968 Weighted average common shares – diluted 65,561,891 66,298,221 65,918,976 66,025,002 Calculation of Earnings per Share – Basic Net income attributable to common shares $ 19,062 $ 18,960 $ 54,533 $ 60,126 Net income allocated to unvested restricted shares (142 ) (116 ) (435 ) (348 ) Net income attributable to common shares, adjusted 18,920 18,844 54,098 59,778 Weighted average common shares – basic 65,041,159 65,507,879 65,190,737 65,448,034 Earnings per common share – basic $ 0.29 $ 0.29 $ 0.83 $ 0.91 Calculation of Earnings per Share – Diluted Net income attributable to common shares $ 18,920 $ 18,960 $ 54,098 $ 60,126 Adjustments to redeemable noncontrolling interests — 41 — 97 Adjusted net income available to common shares 18,920 19,001 54,098 60,223 Weighted average common shares – diluted 65,561,891 66,298,221 65,918,976 66,025,002 Earnings per common share – diluted $ 0.29 $ 0.29 $ 0.82 $ 0.91 |
Schedule of exclusions from diluted earnings per share/unit [Table Text Block] | The following table sets forth the number of stock options and performance units that have been excluded from the calculation of diluted earnings per share as their effect would have been antidilutive (in millions): Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Stock Options — — — — Performance Units 0.1 0.1 0.1 0.1 |
11. Earnings Per Unit of the 27
11. Earnings Per Unit of the Operating Partnership (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings per unit of the Operating Partnership [Line Items] | |
Schedule of basic and diluted units outstanding [Table Text Block] | The following table sets forth the reconciliation of basic and diluted average shares outstanding used in the computation of earnings per share of common stock (in thousands except for share and per share amounts): Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Basic and Diluted Shares Outstanding Weighted average common shares – basic 65,041,159 65,507,879 65,190,737 65,448,034 Effect of dilutive securities 520,732 790,342 728,239 576,968 Weighted average common shares – diluted 65,561,891 66,298,221 65,918,976 66,025,002 Calculation of Earnings per Share – Basic Net income attributable to common shares $ 19,062 $ 18,960 $ 54,533 $ 60,126 Net income allocated to unvested restricted shares (142 ) (116 ) (435 ) (348 ) Net income attributable to common shares, adjusted 18,920 18,844 54,098 59,778 Weighted average common shares – basic 65,041,159 65,507,879 65,190,737 65,448,034 Earnings per common share – basic $ 0.29 $ 0.29 $ 0.83 $ 0.91 Calculation of Earnings per Share – Diluted Net income attributable to common shares $ 18,920 $ 18,960 $ 54,098 $ 60,126 Adjustments to redeemable noncontrolling interests — 41 — 97 Adjusted net income available to common shares 18,920 19,001 54,098 60,223 Weighted average common shares – diluted 65,561,891 66,298,221 65,918,976 66,025,002 Earnings per common share – diluted $ 0.29 $ 0.29 $ 0.82 $ 0.91 |
Schedule of exclusions from diluted earnings per share/unit [Table Text Block] | The following table sets forth the number of stock options and performance units that have been excluded from the calculation of diluted earnings per share as their effect would have been antidilutive (in millions): Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Stock Options — — — — Performance Units 0.1 0.1 0.1 0.1 |
DuPont Fabros Technology, L.P. [Member] | |
Earnings per unit of the Operating Partnership [Line Items] | |
Schedule of basic and diluted units outstanding [Table Text Block] | The following table sets forth the reconciliation of basic and diluted average units outstanding used in the computation of earnings per unit: Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Basic and Diluted Units Outstanding Weighted average common units – basic (includes redeemable partnership units and units of general and limited partners) 80,460,396 81,071,866 80,610,303 81,031,191 Effect of dilutive securities 520,732 790,342 728,239 576,968 Weighted average common units – diluted 80,981,128 81,862,208 81,338,542 81,608,159 |
Schedule of exclusions from diluted earnings per share/unit [Table Text Block] | The following table sets forth the number of stock options and performance units that have been excluded from the calculation of diluted earnings per unit as their effect would have been antidilutive (in millions): Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Stock Options — — — — Performance Units 0.1 0.1 0.1 0.1 |
13. Supplemental Consolidatin28
13. Supplemental Consolidating Financial Data for Subsidiary Guarantors of the Unsecured Notes (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Supplemental Consolidating Financial Data for Subsidiary Guarantors of the Unsecured Notes [Abstract] | |
Schedule of Supplemental Consolidating Balance Sheets [Table Text Block] | DUPONT FABROS TECHNOLOGY, L.P. SUPPLEMENTAL CONSOLIDATING BALANCE SHEETS (in thousands except share data) September 30, 2015 Operating Partnership Subsidiary Guarantors Subsidiary Non-Guarantors Eliminations Consolidated Total ASSETS Income producing property: Land $ — $ 84,985 $ 7,855 $ — $ 92,840 Buildings and improvements — 2,529,961 269,888 — 2,799,849 — 2,614,946 277,743 — 2,892,689 Less: accumulated depreciation — (534,458 ) (37,538 ) — (571,996 ) Net income producing property — 2,080,488 240,205 — 2,320,693 Construction in progress and land held for development — 45,104 285,096 — 330,200 Net real estate — 2,125,592 525,301 — 2,650,893 Cash and cash equivalents 58,912 — 4,706 — 63,618 Rents and other receivables 1,386 5,679 1,540 — 8,605 Deferred rent — 125,381 3,574 — 128,955 Lease contracts above market value, net — 6,251 — — 6,251 Deferred costs, net 18,163 13,933 6,414 — 38,510 Investment in affiliates 2,624,397 — — (2,624,397 ) — Prepaid expenses and other assets 3,968 41,748 1,954 — 47,670 Total assets $ 2,706,826 $ 2,318,584 $ 543,489 $ (2,624,397 ) $ 2,944,502 LIABILITIES AND PARTNERS’ CAPITAL Liabilities: Line of credit $ — $ — $ — $ — $ — Mortgage notes payable — — 115,000 — 115,000 Unsecured term loan 250,000 — — — 250,000 Unsecured notes payable 848,074 — — — 848,074 Accounts payable and accrued liabilities 3,299 22,754 4,220 — 30,273 Construction costs payable 51 396 21,087 — 21,534 Accrued interest payable 6,617 — 6 — 6,623 Distribution payable 39,688 — — — 39,688 Lease contracts below market value, net — 4,471 — — 4,471 Prepaid rents and other liabilities 16 65,804 3,938 — 69,758 Total liabilities 1,147,745 93,425 144,251 — 1,385,421 Redeemable partnership units 399,050 — — — 399,050 Commitments and contingencies — — — — — Limited Partners’ Capital: Series A cumulative redeemable perpetual preferred units, 7,400,000 issued and outstanding at September 30, 2015 185,000 — — — 185,000 Series B cumulative redeemable perpetual preferred units, 6,650,000 issued and outstanding at September 30, 2015 166,250 — — — 166,250 Common units, 64,719,541 issued and outstanding at September 30, 2015 800,587 2,225,159 399,238 (2,624,397 ) 800,587 General partner’s capital, 662,373 common units issued and outstanding at September 30, 2015 8,194 — — — 8,194 Total partners’ capital 1,160,031 2,225,159 399,238 (2,624,397 ) 1,160,031 Total liabilities & partners’ capital $ 2,706,826 $ 2,318,584 $ 543,489 $ (2,624,397 ) $ 2,944,502 DUPONT FABROS TECHNOLOGY, L.P. SUPPLEMENTAL CONSOLIDATING BALANCE SHEETS (in thousands except share data) December 31, 2014 Operating Partnership Subsidiary Guarantors Subsidiary Non-Guarantors Eliminations Consolidated Total ASSETS Income producing property: Land $ — $ 79,935 $ 3,858 $ — $ 83,793 Buildings and improvements — 2,427,706 195,833 — 2,623,539 — 2,507,641 199,691 — 2,707,332 Less: accumulated depreciation — (473,203 ) (31,666 ) — (504,869 ) Net income producing property — 2,034,438 168,025 — 2,202,463 Construction in progress and land held for development — 145,229 213,736 — 358,965 Net real estate — 2,179,667 381,761 — 2,561,428 Cash and cash equivalents 21,806 — 3,574 — 25,380 Rents and other receivables 1,775 5,513 825 — 8,113 Deferred rent — 139,542 2,823 — 142,365 Lease contracts above market value, net — 8,054 — — 8,054 Deferred costs, net 15,957 16,098 6,440 — 38,495 Investment in affiliates 2,547,049 — — (2,547,049 ) — Prepaid expenses and other assets 2,865 43,866 1,564 — 48,295 Total assets $ 2,589,452 $ 2,392,740 $ 396,987 $ (2,547,049 ) $ 2,832,130 LIABILITIES AND PARTNERS’ CAPITAL Liabilities: Line of credit $ 60,000 $ — $ — $ — $ 60,000 Mortgage notes payable — — 115,000 — 115,000 Unsecured term loan 250,000 — — — 250,000 Unsecured notes payable 600,000 — — — 600,000 Accounts payable and accrued liabilities 4,432 19,580 2,961 — 26,973 Construction costs payable — 4,312 28,637 — 32,949 Accrued interest payable 10,754 — 5 — 10,759 Distribution payable 39,981 — — — 39,981 Lease contracts below market value, net — 7,037 — — 7,037 Prepaid rents and other liabilities 28 61,728 3,418 — 65,174 Total liabilities 965,195 92,657 150,021 — 1,207,873 Redeemable partnership units 513,134 — — — 513,134 Commitments and contingencies — — — — — Limited Partners’ Capital: Series A cumulative redeemable perpetual preferred units, 7,400,000 issued and outstanding at December 31, 2014 185,000 — — — 185,000 Series B cumulative redeemable perpetual preferred units, 6,650,000 issued and outstanding at December 31, 2014 166,250 — — — 166,250 Common units, 65,399,431 issued and outstanding at December 31, 2014 752,254 2,300,083 246,966 (2,547,049 ) 752,254 General partner’s capital, 662,373 common units issued and outstanding at December 31, 2014 7,619 — — — 7,619 Total partners’ capital 1,111,123 2,300,083 246,966 (2,547,049 ) 1,111,123 Total liabilities & partners’ capital $ 2,589,452 $ 2,392,740 $ 396,987 $ (2,547,049 ) $ 2,832,130 |
Schedule of Supplemental Consolidating Statements of Operations [Table Text Block] | DUPONT FABROS TECHNOLOGY, L.P. SUPPLEMENTAL CONSOLIDATING STATEMENTS OF OPERATIONS (in thousands) Three months ended September 30, 2015 Operating Subsidiary Subsidiary Eliminations Consolidated Revenues: Base rent $ 4,561 $ 69,136 $ 7,674 $ (4,600 ) $ 76,771 Recoveries from tenants — 32,160 3,063 — 35,223 Other revenues — 445 2,944 (46 ) 3,343 Total revenues 4,561 101,741 13,681 (4,646 ) 115,337 Expenses: Property operating costs — 33,217 4,600 (4,608 ) 33,209 Real estate taxes and insurance — 4,983 365 — 5,348 Depreciation and amortization 10 23,742 2,681 — 26,433 General and administrative 4,230 7 185 — 4,422 Other expenses 555 3 2,427 (38 ) 2,947 Total expenses 4,795 61,952 10,258 (4,646 ) 72,359 Operating (loss) income (234 ) 39,789 3,423 — 42,978 Interest income 10 — — — 10 Interest: Expense incurred (13,870 ) — 2,179 — (11,691 ) Amortization of deferred financing costs (932 ) — 28 — (904 ) Equity in earnings 45,419 — — (45,419 ) — Net income (loss) 30,393 39,789 5,630 (45,419 ) 30,393 Preferred unit distributions (6,811 ) — — — (6,811 ) Net income (loss) attributable to common units $ 23,582 $ 39,789 $ 5,630 $ (45,419 ) $ 23,582 DUPONT FABROS TECHNOLOGY, L.P. SUPPLEMENTAL CONSOLIDATING STATEMENTS OF OPERATIONS (in thousands) Three months ended September 30, 2014 Operating Subsidiary Subsidiary Eliminations Consolidated Revenues: Base rent $ 4,513 $ 67,780 $ 4,525 $ (4,550 ) $ 72,268 Recoveries from tenants — 28,805 2,406 — 31,211 Other revenues — 414 1,731 (46 ) 2,099 Total revenues 4,513 96,999 8,662 (4,596 ) 105,578 Expenses: Property operating costs — 30,565 3,121 (4,559 ) 29,127 Real estate taxes and insurance — 3,890 218 — 4,108 Depreciation and amortization 16 23,084 1,699 — 24,799 General and administrative 4,383 14 164 — 4,561 Other expenses 14 5 1,535 (37 ) 1,517 Total expenses 4,413 57,558 6,737 (4,596 ) 64,112 Operating income 100 39,441 1,925 — 41,466 Interest income 6 — — — 6 Interest: Expense incurred (10,259 ) 762 465 — (9,032 ) Amortization of deferred financing costs (801 ) 46 (50 ) — (805 ) Loss on early extinguishment of debt (1,363 ) — — — (1,363 ) Equity in earnings 42,589 — — (42,589 ) — Net income (loss) 30,272 40,249 2,340 (42,589 ) 30,272 Preferred unit distributions (6,811 ) — — — (6,811 ) Net income attributable to common units $ 23,461 $ 40,249 $ 2,340 $ (42,589 ) $ 23,461 DUPONT FABROS TECHNOLOGY, L.P. SUPPLEMENTAL CONSOLIDATING STATEMENTS OF OPERATIONS (in thousands) Nine months ended September 30, 2015 Operating Subsidiary Subsidiary Eliminations Consolidated Revenues: Base rent $ 13,682 $ 201,797 $ 19,363 $ (13,796 ) $ 221,046 Recoveries from tenants — 94,970 8,040 — 103,010 Other revenues — 1,309 11,221 (109 ) 12,421 Total revenues 13,682 298,076 38,624 (13,905 ) 336,477 Expenses: Property operating costs — 96,552 11,602 (13,792 ) 94,362 Real estate taxes and insurance — 15,424 963 — 16,387 Depreciation and amortization 32 70,907 6,706 — 77,645 General and administrative 12,585 51 597 — 13,233 Other expenses 6,151 3 9,711 (113 ) 15,752 Total expenses 18,768 182,937 29,579 (13,905 ) 217,379 Operating (loss) income (5,086 ) 115,139 9,045 — 119,098 Interest income 51 — — — 51 Interest: Expense incurred (36,067 ) 1,327 5,698 — (29,042 ) Amortization of deferred financing costs (2,497 ) 107 150 — (2,240 ) Equity in earnings 131,466 — — (131,466 ) — Net income (loss) 87,867 116,573 14,893 (131,466 ) 87,867 Preferred unit distributions (20,433 ) — — — (20,433 ) Net income attributable to common units $ 67,434 $ 116,573 $ 14,893 $ (131,466 ) $ 67,434 DUPONT FABROS TECHNOLOGY, L.P. SUPPLEMENTAL CONSOLIDATING STATEMENTS OF OPERATIONS (in thousands) Nine months ended September 30, 2014 Operating Subsidiary Subsidiary Eliminations Consolidated Revenues: Base rent $ 13,029 $ 198,964 $ 13,075 $ (13,141 ) $ 211,927 Recoveries from tenants — 85,825 7,039 — 92,864 Other revenues — 1,233 3,697 (106 ) 4,824 Total revenues 13,029 286,022 23,811 (13,247 ) 309,615 Expenses: Property operating costs — 92,013 8,126 (13,135 ) 87,004 Real estate taxes and insurance — 10,560 426 — 10,986 Depreciation and amortization 49 67,653 3,969 — 71,671 General and administrative 11,973 63 633 — 12,669 Other expenses 1,012 32 3,057 (112 ) 3,989 Total expenses 13,034 170,321 16,211 (13,247 ) 186,319 Operating (loss) income (5 ) 115,701 7,600 — 123,296 Interest income 112 — 1 — 113 Interest: Expense incurred (30,836 ) 3,360 2,913 — (24,563 ) Amortization of deferred financing costs (2,430 ) 195 (36 ) — (2,271 ) Loss on early extinguishment of debt (1,701 ) — — — (1,701 ) Equity in earnings 129,734 — — (129,734 ) — Net income (loss) 94,874 119,256 10,478 (129,734 ) 94,874 Preferred unit distributions (20,433 ) — — — (20,433 ) Net income attributable to common units $ 74,441 $ 119,256 $ 10,478 $ (129,734 ) $ 74,441 |
Schedule of Supplemental Consolidating Statements Of Cash Flows [Table Text Block] | DUPONT FABROS TECHNOLOGY, L.P. SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) Nine months ended September 30, 2015 Operating Partnership Subsidiary Guarantors Subsidiary Non-Guarantors Eliminations Consolidated Total Cash flow from operating activities Net cash (used in) provided by operating activities $ (42,466 ) $ 211,786 $ 22,070 $ — $ 191,390 Cash flow from investing activities Investments in real estate – development (333 ) (9,597 ) (144,235 ) — (154,165 ) Land acquisition costs — — (8,600 ) — (8,600 ) Investments in affiliates 58,681 (197,908 ) 139,227 — — Interest capitalized for real estate under development (21 ) (1,327 ) (7,209 ) — (8,557 ) Improvements to real estate — (2,375 ) (58 ) — (2,433 ) Additions to non-real estate property (5 ) (579 ) (38 ) — (622 ) Net cash provided by (used in) investing activities 58,322 (211,786 ) (20,913 ) — (174,377 ) Cash flow from financing activities Line of credit: Proceeds 120,000 — — — 120,000 Repayments (180,000 ) — — — (180,000 ) Unsecured term loan: Proceeds — — — — — Unsecured notes payable: Proceeds 248,012 — — — 248,012 Payments of financing costs (4,705 ) — (25 ) — (4,730 ) Equity compensation (payments) proceeds (7,611 ) — — — (7,611 ) OP unit repurchases (31,912 ) — — — (31,912 ) Distributions (122,534 ) — — — (122,534 ) Net cash provided by (used in) financing activities 21,250 — (25 ) — 21,225 Net increase in cash and cash equivalents 37,106 — 1,132 — 38,238 Cash and cash equivalents, beginning 21,806 — 3,574 — 25,380 Cash and cash equivalents, ending $ 58,912 $ — $ 4,706 $ — $ 63,618 DUPONT FABROS TECHNOLOGY, L.P. SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) Nine months ended September 30, 2014 Operating Partnership Subsidiary Guarantors Subsidiary Non-Guarantors Eliminations Consolidated Total Cash flow from operating activities Net cash (used in) provided by operating activities $ (31,070 ) $ 187,125 $ 15,758 $ — $ 171,813 Cash flow from investing activities Investments in real estate – development (309 ) (94,621 ) (93,513 ) — (188,443 ) Investments in affiliates 2,818 (86,880 ) 84,062 — — Interest capitalized for real estate under development (7 ) (3,360 ) (4,522 ) — (7,889 ) Improvements to real estate — (2,017 ) (66 ) — (2,083 ) Additions to non-real estate property (9 ) (247 ) (36 ) — (292 ) Net cash provided by (used in) investing activities 2,493 (187,125 ) (14,075 ) — (198,707 ) Cash flow from financing activities Unsecured term loan: Proceeds 96,000 — — — 96,000 Payments of financing costs (3,481 ) — (313 ) — (3,794 ) Equity compensation (payments) proceeds 2,303 — — — 2,303 Distributions (97,629 ) — — — (97,629 ) Net cash used in financing activities (2,807 ) — (313 ) — (3,120 ) Net (decrease) increase in cash and cash equivalents (31,384 ) — 1,370 — (30,014 ) Cash and cash equivalents, beginning 32,903 1,611 — 34,514 Cash and cash equivalents, ending $ 1,519 $ — $ 2,981 $ — $ 4,500 |
1. Description of Business (Det
1. Description of Business (Details) | 9 Months Ended |
Sep. 30, 2015 | |
Subsidiary or Equity Method Investee [Line Items] | |
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 80.90% |
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 1.00% |
2. Significant Accounting Pol30
2. Significant Accounting Policies Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Significant Accounting Policies [Line Items] | |||||
Cash at Bank Held by Parent Company not Part of Operating Partnership | $ 4,200 | $ 4,200 | |||
Depreciation | 25,300 | $ 23,700 | 73,400 | $ 68,400 | |
Tenant Origination Cost Amortization | 500 | 800 | 1,700 | 2,400 | |
Asset impairment charges | 0 | 0 | 0 | 0 | |
Write off of Deferred Debt Issuance Cost | 0 | 1,701 | |||
Write off of Unamortized Leasing Costs | 700 | ||||
Amortization of Deferred Leasing Fees | 1,000 | $ 1,000 | 3,900 | 3,000 | |
Fuel Inventory | 4,500 | 4,500 | $ 4,300 | ||
Write off of Unreserved Straight-Line Rents Receivable | 400 | ||||
Write off of Unamortized Lease Inducements | 100 | ||||
Write off of Unamortized Lease Intangibles | 1,000 | ||||
Notes, Loans and Financing Receivable, Gross, Noncurrent | 6,500 | 6,500 | 6,600 | ||
Increase (Decrease) in Notes Receivables | 1,200 | ||||
Account receivable reserve | 5,100 | 5,100 | 4,900 | ||
Notes, Loans and Financing Receivable, Net, Noncurrent | 1,400 | 1,400 | 1,700 | ||
Deferred Rent Reserve | $ 0 | 0 | $ 3,700 | ||
DuPont Fabros Technology, L.P. [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Write off of Deferred Debt Issuance Cost | $ 0 | 1,701 | |||
Building and Building Improvements [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 40 years | ||||
Minimum [Member] | Building and Building Improvements [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 10 years | ||||
Minimum [Member] | Personal Property [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 3 years | ||||
Maximum [Member] | Building and Building Improvements [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 40 years | ||||
Maximum [Member] | Personal Property [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 7 years | ||||
Revolving Credit Facility [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Write off of Deferred Debt Issuance Cost | 300 | ||||
Unsecured Term Loan [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Write off of Deferred Debt Issuance Cost | 1,400 | ||||
Write Off Of Unamortized Debt Issuance Cost | $ 700 |
2. Significant Accounting Pol31
2. Significant Accounting Policies Schedule of Deferred Financing Costs (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Significant Accounting Policies [Line Items] | ||
Financing costs | $ 28,721 | $ 24,110 |
Accumulated amortization | (9,525) | (6,820) |
Financing costs, net | $ 19,196 | $ 17,290 |
2. Significant Accounting Pol32
2. Significant Accounting Policies Schedule of Leasing Costs Incurred (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Schedule of Leasing Costs Incurred [Line Items] | ||||
Payments for Leasing Costs | $ 14 | $ 301 | $ 2,045 | $ 1,904 |
New Lease [Member] | ||||
Schedule of Leasing Costs Incurred [Line Items] | ||||
Payments for Leasing Costs | 5 | 148 | 889 | 1,751 |
Lease Renewal [Member] | ||||
Schedule of Leasing Costs Incurred [Line Items] | ||||
Payments for Leasing Costs | $ 9 | $ 153 | $ 1,156 | $ 153 |
2. Significant Accounting Pol33
2. Significant Accounting Policies Schedule of Deferred Leasing Costs (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Accounting Policies [Abstract] | ||
Leasing costs | $ 48,315 | $ 52,358 |
Accumulated amortization | (29,001) | (31,153) |
Leasing costs, net | $ 19,314 | $ 21,205 |
2. Significant Accounting Pol34
2. Significant Accounting Policies Schedule of Above and Below Market Lease Intangibles (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Accounting Policies [Abstract] | ||
Lease contracts above market value | $ 20,500 | $ 23,100 |
Accumulated amortization | (14,249) | (15,046) |
Lease contracts above market value, net | 6,251 | 8,054 |
Lease contracts below market value | 24,175 | 39,375 |
Accumulated amortization | (19,704) | (32,338) |
Lease contracts below market value, net | $ 4,471 | $ 7,037 |
2. Significant Accounting Pol35
2. Significant Accounting Policies Schedule of Redeemable Noncontrolling Interests - Operating Partnership (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Accounting Policies [Abstract] | ||||
Balance at December 31, 2014, units | 15,437,237 | |||
Balance at December 31, 2014 | $ 513,134 | |||
Net income attributable to redeemable noncontrolling interests – operating partnership | $ 4,520 | $ 4,501 | 12,901 | $ 14,315 |
Distributions declared | $ (19,428) | |||
Redemption of operating partnership units, shares | (18,000) | |||
Redemption of operating partnership units | $ (598) | (3,000) | ||
Adjustments to redeemable noncontrolling interests – operating partnership | $ (106,959) | $ 38,266 | ||
Balance at September 30, 2015, units | 15,419,237 | 15,419,237 | ||
Balance at September 30, 2015 | $ 399,050 | $ 399,050 |
2. Significant Accounting Pol36
2. Significant Accounting Policies Schedule of Redeemable Partnership Units (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Significant Accounting Policies [Line Items] | ||
Balance at December 31, 2014, units | 15,437,237 | |
Balance at December 31, 2014 | $ 513,134 | |
Redemption of operating partnership units, shares | (18,000) | |
Redemption of operating partnership units | $ (598) | $ (3,000) |
Balance at September 30, 2015, units | 15,419,237 | |
Balance at September 30, 2015 | $ 399,050 | |
DuPont Fabros Technology, L.P. [Member] | ||
Significant Accounting Policies [Line Items] | ||
Balance at December 31, 2014, units | 15,437,237 | |
Balance at December 31, 2014 | $ 513,134 | |
Redemption of operating partnership units, shares | (18,000) | |
Redemption of operating partnership units | $ (598) | $ (3,000) |
Adjustments to redeemable partnership units | $ (113,486) | |
Balance at September 30, 2015, units | 15,419,237 | |
Balance at September 30, 2015 | $ 399,050 |
2. Significant Accounting Pol37
2. Significant Accounting Policies Schedule of Net Income Attributable to Controlling Interests and Transfers to Redeemable Noncontrolling Interests – Operating Partnership (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Accounting Policies [Abstract] | ||||
Net income attributable to controlling interests | $ 25,873 | $ 25,771 | $ 74,966 | $ 80,559 |
Net change in the Company’s common stock and additional paid in capital due to the redemption of OP units and other adjustments to redeemable noncontrolling interests – operating partnership | 53,091 | (1,619) | 107,557 | (35,266) |
Net Income Attributable to Controlling Interests and Transfers from Redeemable Noncontrolling Interests Operating Partnership | $ 78,964 | $ 24,152 | $ 182,523 | $ 45,293 |
3. Real Estate Assets (Details)
3. Real Estate Assets (Details) $ in Thousands | Sep. 30, 2015USD ($)a | Dec. 31, 2014USD ($) | |
Real Estate Assets [Line Items] | |||
Land | $ 92,840 | $ 83,793 | |
Buildings and improvements | 2,799,849 | 2,623,539 | |
Construction in progress and land held for development | 330,200 | [1] | 358,965 |
Income producing property | 2,892,689 | $ 2,707,332 | |
Real Estate, Gross | 3,222,889 | ||
ACC2 [Member] | |||
Real Estate Assets [Line Items] | |||
Land | 2,500 | ||
Buildings and improvements | $ 154,063 | ||
Construction in progress and land held for development | |||
Income producing property | $ 156,563 | ||
ACC3 [Member] | |||
Real Estate Assets [Line Items] | |||
Land | 1,071 | ||
Buildings and improvements | $ 95,978 | ||
Construction in progress and land held for development | |||
Income producing property | $ 97,049 | ||
ACC4 [Member] | |||
Real Estate Assets [Line Items] | |||
Land | 6,600 | ||
Buildings and improvements | $ 538,551 | ||
Construction in progress and land held for development | |||
Income producing property | $ 545,151 | ||
ACC5 [Member] | |||
Real Estate Assets [Line Items] | |||
Land | 6,443 | ||
Buildings and improvements | $ 298,740 | ||
Construction in progress and land held for development | |||
Income producing property | $ 305,183 | ||
ACC6 [Member] | |||
Real Estate Assets [Line Items] | |||
Land | 5,518 | ||
Buildings and improvements | $ 216,697 | ||
Construction in progress and land held for development | |||
Income producing property | $ 222,215 | ||
ACC7 Phase I [Member] | |||
Real Estate Assets [Line Items] | |||
Land | 2,787 | ||
Buildings and improvements | $ 95,001 | ||
Construction in progress and land held for development | |||
Income producing property | $ 97,788 | ||
VA3 [Member] | |||
Real Estate Assets [Line Items] | |||
Land | 9,000 | ||
Buildings and improvements | $ 178,971 | ||
Construction in progress and land held for development | |||
Income producing property | $ 187,971 | ||
VA4 [Member] | |||
Real Estate Assets [Line Items] | |||
Land | 6,800 | ||
Buildings and improvements | $ 149,250 | ||
Construction in progress and land held for development | |||
Income producing property | $ 156,050 | ||
CH1 [Member] | |||
Real Estate Assets [Line Items] | |||
Land | 23,611 | ||
Buildings and improvements | $ 358,422 | ||
Construction in progress and land held for development | |||
Income producing property | $ 382,033 | ||
CH2 Phase I [Member] | |||
Real Estate Assets [Line Items] | |||
Land | 3,998 | ||
Buildings and improvements | $ 71,991 | ||
Construction in progress and land held for development | |||
Income producing property | $ 75,989 | ||
NJ1 Phase I [Member] | |||
Real Estate Assets [Line Items] | |||
Land | 4,311 | ||
Buildings and improvements | $ 210,231 | ||
Construction in progress and land held for development | |||
Income producing property | $ 214,542 | ||
SC1 Phase I and IIA [Member] | |||
Real Estate Assets [Line Items] | |||
Land | 20,201 | ||
Buildings and improvements | $ 431,954 | ||
Construction in progress and land held for development | |||
Income producing property | $ 452,155 | ||
Part of Chicago Center [Member] | |||
Real Estate Assets [Line Items] | |||
Purchase Of Underdeveloped Parcel Of Land In Acres | a | 9.7 | ||
Purchase Price of Undeveloped Land Parcel | $ 8,600 | ||
[1] | (1)Properties located in Ashburn, VA (ACC7 Phases II-IV and ACC8); Piscataway, NJ (NJ1 Phase II), Elk Grove Village, IL (CH2 Phases II-III and CH3) and Santa Clara, CA (SC2). |
4. Debt Summary (Details)
4. Debt Summary (Details) $ in Thousands | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) | |
Debt Instrument [Line Items] | |||
Mortgage notes payable | $ 115,000 | $ 115,000 | |
Unsecured Term Loan | 250,000 | 250,000 | |
Long-term Debt | 1,215,000 | 1,025,000 | |
Unsecured notes payable | 848,074 | 600,000 | |
Line of credit | $ 0 | 60,000 | |
Total Debt in Percentage | 100.00% | ||
Debt, Weighted Average Interest Rate | 4.60% | ||
Long Term Debt, Weighted Average Maturity in Years | 5.6 | ||
Fixed Rate Debt [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Percentage Bearing Fixed Interest, Amount | $ 850,000 | 600,000 | |
Percentage of Total Debt | 70.00% | ||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 5.80% | ||
FixedInterestDebtMaturityInYears | 6.5 | ||
Unsecured Notes due 2021 [Member] | |||
Debt Instrument [Line Items] | |||
Unsecured notes payable | $ 600,000 | 600,000 | |
Percentage of Total Debt | 49.00% | ||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 5.875% | ||
Unsecured Debt Maturity, in Years | 6 | ||
Unsecured Notes due 2023 [Member] | |||
Debt Instrument [Line Items] | |||
Unsecured notes payable | $ 250,000 | [1] | 0 |
Percentage of Total Debt | 21.00% | ||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 5.60% | ||
Unsecured Debt Maturity, in Years | 7.7 | ||
Floating Rate Debt [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Percentage Bearing Variable Interest, Amount | $ 365,000 | 425,000 | |
Percentage of Total Debt | 30.00% | ||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 1.70% | ||
VariableInterestDebtMaturityInYears | 3.4 | ||
Unsecured Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit | $ 0 | 60,000 | |
Percentage of Total Debt | 0.00% | ||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 0.00% | ||
Unsecured Debt Maturity, in Years | 2.6 | ||
Unsecured Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Unsecured Term Loan | $ 250,000 | 250,000 | |
Percentage of Total Debt | 21.00% | ||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 1.70% | ||
Unsecured Debt Maturity, in Years | 3.8 | ||
AccThreeTermLoan [Member] | |||
Debt Instrument [Line Items] | |||
Term Loan | $ 115,000 | 115,000 | |
Percentage of Total Debt | 9.00% | ||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 1.70% | ||
Secured Debt Maturity, in Years | 2.5 | ||
Secured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Mortgage notes payable | $ 115,000 | 115,000 | |
Percentage of Total Debt | 9.00% | ||
Long-Term Debt, Secured Interest Rate | 1.70% | ||
Secured Debt Maturity, in Years | 2.5 | ||
Unsecured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Unsecured Term Loan | $ 1,100,000 | $ 910,000 | |
Percentage of Total Debt | 91.00% | ||
Long-Term Debt, Unsecured Interest Rate | 4.90% | ||
Unsecured Debt Maturity, in Years | 5.9 | ||
[1] | (1) Principal amount shown excludes original issue discount of $2.0 million. |
4. Debt Unsecured Credit Facili
4. Debt Unsecured Credit Facility (Details) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2014USD ($) | |
Debt Instrument [Line Items] | |||
Line of credit | $ 0 | $ 60,000 | |
Unsecured Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 700,000 | $ 560,000 | |
Debt Instrument, Maturity Date | May 13, 2018 | ||
Extension Option On Debt Maturity Years | 1 | ||
Basis Points Extension Fee On Total Commitment | 15 | ||
Line Of Credit Commitment If Increased | $ 800,000 | ||
Facility amount available for Letters of Credit | 35,000 | ||
Letters of Credit Outstanding, Amount | 100 | ||
Line of credit | $ 0 | ||
Unsecured Credit Facility [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Unsecured Debt To Unencumbered Assets | 60.00% | ||
Ratio of Total Indebtedness To Gross Assets Value | 60.00% | ||
Unsecured Credit Facility [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Income from Unencumbered Assets To Unsecured Debt | 12.50% | ||
Fixed Charge Coverage Ratio | 1.70 | ||
Tangible Net Worth Amount | $ 1,300,000 | ||
Percentage Of Equity Offerings And Interests In Operating Partnerships To Be Added To Tangible Net Worth Threshold | 80.00% |
4. Debt Applicable Margin of Un
4. Debt Applicable Margin of Unsecured Credit Facility (Details) - Unsecured Credit Facility [Member] | 9 Months Ended |
Sep. 30, 2015 | |
Maximum [Member] | |
Debt Instrument [Line Items] | |
Ratio of Total Indebtedness To Gross Assets Value | 60.00% |
Pricing Level 1 [Member] | Libor Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.55% |
Pricing Level 1 [Member] | Base Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.55% |
Pricing Level 2 [Member] | Libor Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.65% |
Pricing Level 2 [Member] | Base Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.65% |
Pricing Level 3 [Member] | Libor Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.80% |
Pricing Level 3 [Member] | Base Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.80% |
Pricing Level 4 [Member] | Libor Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.95% |
Pricing Level 4 [Member] | Base Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.95% |
Pricing Level 5 [Member] | Libor Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 2.15% |
Pricing Level 5 [Member] | Base Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.15% |
4. Debt Credit Rating for Unsec
4. Debt Credit Rating for Unsecured Credit Facility (Details) - Unsecured Credit Facility [Member] | 9 Months Ended |
Sep. 30, 2015 | |
Credit Rating Level 1 [Member] | Moody's, A3 Rating [Member] | Libor Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.875% |
Credit Rating Level 1 [Member] | Moody's, A3 Rating [Member] | Base Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.00% |
Credit Rating Level 2 [Member] | Moody's, Baa1 Rating [Member] | Libor Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.925% |
Credit Rating Level 2 [Member] | Moody's, Baa1 Rating [Member] | Base Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.00% |
Credit Rating Level 3 [Member] | Moody's, Baa2 Rating [Member] | Libor Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.05% |
Credit Rating Level 3 [Member] | Moody's, Baa2 Rating [Member] | Base Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.05% |
Credit Rating Level 4 [Member] | Moody's, Baa3 Rating [Member] | Libor Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.30% |
Credit Rating Level 4 [Member] | Moody's, Baa3 Rating [Member] | Base Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.30% |
Credit Rating Level 5 [Member] | Moody's, Baa3 Rating [Member] | Libor Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.70% |
Credit Rating Level 5 [Member] | Moody's, Baa3 Rating [Member] | Base Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.70% |
Maximum [Member] | |
Debt Instrument [Line Items] | |
Ratio of Total Indebtedness To Gross Assets Value | 60.00% |
4. Debt ACC3 Term Loan (Details
4. Debt ACC3 Term Loan (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) | |
Debt Instrument [Line Items] | ||
Mortgage notes payable | $ 115,000 | $ 115,000 |
AccThreeTermLoan [Member] | ||
Debt Instrument [Line Items] | ||
Mortgage notes payable | $ 115,000 | |
Debt Instrument, Maturity Date | Mar. 27, 2018 | |
AccThreeTermLoan [Member] | Libor Rate Loans [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.55% | |
AccThreeTermLoan [Member] | Base Rate Loans [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.55% | |
AccThreeTermLoan [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Ratio of Total Indebtedness To Gross Assets Value | 60.00% | |
AccThreeTermLoan [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Fixed Charge Coverage Ratio | 1.70 | |
Tangible Net Worth Amount | $ 1,300,000 | |
Percentage Of Equity Offerings And Interests In Operating Partnerships To Be Added To Tangible Net Worth Threshold | 80.00% | |
Debt Service Coverage Ratio | 1.50 |
4. Debt Unsecured Term Loan (De
4. Debt Unsecured Term Loan (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||
Unsecured Term Loan | $ 250,000 | $ 250,000 |
Unsecured Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Unsecured Term Loan | $ 250,000 | |
Debt Instrument, Maturity Date | Jul. 21, 2019 | |
Unsecured Term Loan [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Unsecured Debt To Unencumbered Assets | 60.00% | |
Ratio of Total Indebtedness To Gross Assets Value | 60.00% | |
Unsecured Term Loan [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Income from Unencumbered Assets To Unsecured Debt | 12.50% | |
Fixed Charge Coverage Ratio | 1.70 | |
Tangible Net Worth Amount | $ 1,300,000 | |
Percentage Of Equity Offerings And Interests In Operating Partnerships To Be Added To Tangible Net Worth Threshold | 80.00% | |
Unsecured Term Loan [Member] | Credit Rating Level 1 [Member] | Moody's, A3 Rating [Member] | Libor Rate Loans [Member] | Unsecured Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.825% | |
Unsecured Term Loan [Member] | Credit Rating Level 1 [Member] | Moody's, A3 Rating [Member] | Base Rate Loans [Member] | Unsecured Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.00% | |
Unsecured Term Loan [Member] | Credit Rating Level 2 [Member] | Moody's, Baa1 Rating [Member] | Libor Rate Loans [Member] | Unsecured Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.875% | |
Unsecured Term Loan [Member] | Credit Rating Level 2 [Member] | Moody's, Baa1 Rating [Member] | Base Rate Loans [Member] | Unsecured Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.00% | |
Unsecured Term Loan [Member] | Credit Rating Level 3 [Member] | Moody's, Baa2 Rating [Member] | Libor Rate Loans [Member] | Unsecured Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |
Unsecured Term Loan [Member] | Credit Rating Level 3 [Member] | Moody's, Baa2 Rating [Member] | Base Rate Loans [Member] | Unsecured Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.00% | |
Unsecured Term Loan [Member] | Credit Rating Level 4 [Member] | Moody's, Baa3 Rating [Member] | Libor Rate Loans [Member] | Unsecured Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |
Unsecured Term Loan [Member] | Credit Rating Level 4 [Member] | Moody's, Baa3 Rating [Member] | Base Rate Loans [Member] | Unsecured Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.25% | |
Unsecured Term Loan [Member] | Credit Rating Level 5 [Member] | Moody's, Baa3 Rating [Member] | Libor Rate Loans [Member] | Unsecured Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.65% | |
Unsecured Term Loan [Member] | Credit Rating Level 5 [Member] | Moody's, Baa3 Rating [Member] | Base Rate Loans [Member] | Unsecured Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.65% | |
Unsecured Term Loan [Member] | Pricing Level 1 [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Ratio of Total Indebtedness To Gross Assets Value | 35.00% | |
Unsecured Term Loan [Member] | Pricing Level 1 [Member] | Libor Rate Loans [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |
Unsecured Term Loan [Member] | Pricing Level 1 [Member] | Base Rate Loans [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |
Unsecured Term Loan [Member] | Pricing Level 2 [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Ratio of Total Indebtedness To Gross Assets Value | 40.00% | |
Unsecured Term Loan [Member] | Pricing Level 2 [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Ratio of Total Indebtedness To Gross Assets Value | 35.00% | |
Unsecured Term Loan [Member] | Pricing Level 2 [Member] | Libor Rate Loans [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.60% | |
Unsecured Term Loan [Member] | Pricing Level 2 [Member] | Base Rate Loans [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.60% | |
Unsecured Term Loan [Member] | Pricing Level 3 [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Ratio of Total Indebtedness To Gross Assets Value | 45.00% | |
Unsecured Term Loan [Member] | Pricing Level 3 [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Ratio of Total Indebtedness To Gross Assets Value | 40.00% | |
Unsecured Term Loan [Member] | Pricing Level 3 [Member] | Libor Rate Loans [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |
Unsecured Term Loan [Member] | Pricing Level 3 [Member] | Base Rate Loans [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | |
Unsecured Term Loan [Member] | Pricing Level 4 [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Ratio of Total Indebtedness To Gross Assets Value | 52.50% | |
Unsecured Term Loan [Member] | Pricing Level 4 [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Ratio of Total Indebtedness To Gross Assets Value | 45.00% | |
Unsecured Term Loan [Member] | Pricing Level 4 [Member] | Libor Rate Loans [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.90% | |
Unsecured Term Loan [Member] | Pricing Level 4 [Member] | Base Rate Loans [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.90% | |
Unsecured Term Loan [Member] | Pricing Level 5 [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Ratio of Total Indebtedness To Gross Assets Value | 52.50% | |
Unsecured Term Loan [Member] | Pricing Level 5 [Member] | Libor Rate Loans [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 2.10% | |
Unsecured Term Loan [Member] | Pricing Level 5 [Member] | Base Rate Loans [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.10% |
4. Debt Applicable Margin of 45
4. Debt Applicable Margin of Unsecured Term Loan (Details) - Unsecured Term Loan [Member] | 9 Months Ended |
Sep. 30, 2015 | |
Maximum [Member] | |
Debt Instrument [Line Items] | |
Ratio of Total Indebtedness To Gross Assets Value | 60.00% |
Pricing Level 1 [Member] | Libor Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.50% |
Pricing Level 1 [Member] | Base Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.50% |
Pricing Level 1 [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Ratio of Total Indebtedness To Gross Assets Value | 35.00% |
Pricing Level 2 [Member] | Libor Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.60% |
Pricing Level 2 [Member] | Base Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.60% |
Pricing Level 2 [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Ratio of Total Indebtedness To Gross Assets Value | 40.00% |
Pricing Level 2 [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Ratio of Total Indebtedness To Gross Assets Value | 35.00% |
Pricing Level 3 [Member] | Libor Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.75% |
Pricing Level 3 [Member] | Base Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.75% |
Pricing Level 3 [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Ratio of Total Indebtedness To Gross Assets Value | 45.00% |
Pricing Level 3 [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Ratio of Total Indebtedness To Gross Assets Value | 40.00% |
Pricing Level 4 [Member] | Libor Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.90% |
Pricing Level 4 [Member] | Base Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.90% |
Pricing Level 4 [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Ratio of Total Indebtedness To Gross Assets Value | 52.50% |
Pricing Level 4 [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Ratio of Total Indebtedness To Gross Assets Value | 45.00% |
Pricing Level 5 [Member] | Libor Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 2.10% |
Pricing Level 5 [Member] | Base Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.10% |
Pricing Level 5 [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Ratio of Total Indebtedness To Gross Assets Value | 52.50% |
4. Debt Credit Rating for Uns46
4. Debt Credit Rating for Unsecured Term Loan (Details) - Unsecured Term Loan [Member] - Unsecured Term Loan [Member] | 9 Months Ended |
Sep. 30, 2015 | |
Credit Rating Level 1 [Member] | Moody's, A3 Rating [Member] | Libor Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.825% |
Credit Rating Level 1 [Member] | Moody's, A3 Rating [Member] | Base Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.00% |
Credit Rating Level 2 [Member] | Moody's, Baa1 Rating [Member] | Libor Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.875% |
Credit Rating Level 2 [Member] | Moody's, Baa1 Rating [Member] | Base Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.00% |
Credit Rating Level 3 [Member] | Moody's, Baa2 Rating [Member] | Libor Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.00% |
Credit Rating Level 3 [Member] | Moody's, Baa2 Rating [Member] | Base Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.00% |
Credit Rating Level 4 [Member] | Moody's, Baa3 Rating [Member] | Libor Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.25% |
Credit Rating Level 4 [Member] | Moody's, Baa3 Rating [Member] | Base Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.25% |
Credit Rating Level 5 [Member] | Moody's, Baa3 Rating [Member] | Libor Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.65% |
Credit Rating Level 5 [Member] | Moody's, Baa3 Rating [Member] | Base Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.65% |
4. Debt Unsecured Notes due 202
4. Debt Unsecured Notes due 2021 (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||
Unsecured notes payable | $ 848,074 | $ 600,000 |
Unsecured Notes due 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Issuance Date | Sep. 24, 2013 | |
Unsecured notes payable | $ 600,000 | |
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 5.875% | |
Debt Instrument, Maturity Date | Sep. 15, 2021 | |
First Semiannual Interest Payment Term | March 15th | |
Second Semiannual Interest Payment Term | September 15th | |
Unencumbered Assets to Unsecured Debt | 150.00% | |
Unsecured Notes due 2021 [Member] | Debt Instrument, Redemption, Period One [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Redemption Price, Percentage | 100.00% | |
Unsecured Notes due 2021 [Member] | Debt Instrument, Redemption, Period Two [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Redemption Price, Percentage | 104.406% | |
Unsecured Notes due 2021 [Member] | Debt Instrument, Redemption, Period Three [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Redemption Price, Percentage | 102.938% | |
Unsecured Notes due 2021 [Member] | Debt Instrument, Redemption, Period Four [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Redemption Price, Percentage | 101.469% | |
Unsecured Notes due 2021 [Member] | Debt Instrument, Redemption, Period Five [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Redemption Price, Percentage | 100.00% | |
Unsecured Notes due 2021 [Member] | Change in Control [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Redemption Price, Percentage | 101.00% | |
Unsecured Notes due 2021 [Member] | Asset Sales [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Redemption Price, Percentage | 100.00% |
4. Debt Unsecured Notes due 248
4. Debt Unsecured Notes due 2023 (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||
Unsecured notes payable | $ 848,074 | $ 600,000 |
Unsecured Notes due 2023 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Issuance Date | Jun. 9, 2015 | |
Unsecured notes payable | $ 250,000 | |
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 5.625% | |
Issuance price per note | 99.205% | |
Debt Instrument, Maturity Date | Jun. 15, 2023 | |
First Semiannual Interest Payment Term | June 15th | |
Second Semiannual Interest Payment Term | December 15th | |
Debt Instrument, Date of First Required Payment | Dec. 15, 2015 | |
Unencumbered Assets to Unsecured Debt | 150.00% | |
Unsecured Notes due 2023 [Member] | Debt Instrument, Redemption, Period One [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Redemption Price, Percentage | 100.00% | |
Unsecured Notes due 2023 [Member] | Debt Instrument, Redemption, Period Two [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Redemption Price, Percentage | 104.219% | |
Unsecured Notes due 2023 [Member] | Debt Instrument, Redemption, Period Three [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Redemption Price, Percentage | 102.813% | |
Unsecured Notes due 2023 [Member] | Debt Instrument, Redemption, Period Four [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Redemption Price, Percentage | 101.406% | |
Unsecured Notes due 2023 [Member] | Debt Instrument, Redemption, Period Five [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Redemption Price, Percentage | 100.00% | |
Unsecured Notes due 2023 [Member] | Change in Control [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Redemption Price, Percentage | 101.00% | |
Unsecured Notes due 2023 [Member] | Asset Sales [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Redemption Price, Percentage | 100.00% |
4. Debt Maturity Summary (Detai
4. Debt Maturity Summary (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2014 | ||
Debt Instrument [Line Items] | |||
Long-term Debt | $ 1,215,000 | $ 1,025,000 | |
Total Debt in Percentage | 100.00% | ||
Debt, Weighted Average Interest Rate | 4.60% | ||
2016 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Principal | $ 3,750 | ||
Percentage of Total Debt | 0.30% | ||
Debt, Weighted Average Interest Rate | 1.70% | ||
2017 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Principal | $ 8,750 | ||
Percentage of Total Debt | 0.70% | ||
Debt, Weighted Average Interest Rate | 1.70% | ||
2018 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Principal | $ 102,500 | ||
Percentage of Total Debt | 8.40% | ||
Debt, Weighted Average Interest Rate | 1.70% | ||
2019 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Principal | $ 250,000 | ||
Percentage of Total Debt | 20.60% | ||
Debt, Weighted Average Interest Rate | 1.70% | ||
2020 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Principal | $ 0 | ||
Percentage of Total Debt | 0.00% | ||
Debt, Weighted Average Interest Rate | 0.00% | ||
2021 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Principal | $ 600,000 | ||
Percentage of Total Debt | 49.40% | ||
Debt, Weighted Average Interest Rate | 5.90% | ||
2022 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Principal | $ 0 | ||
Percentage of Total Debt | 0.00% | ||
Debt, Weighted Average Interest Rate | 0.00% | ||
2023 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Principal | $ 250,000 | ||
Percentage of Total Debt | 20.60% | ||
Debt, Weighted Average Interest Rate | 5.60% | ||
Fixed Rate Debt [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Percentage Bearing Fixed Interest, Amount | $ 850,000 | 600,000 | |
Percentage of Total Debt | 70.00% | ||
Fixed Rate Debt [Member] | 2016 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Principal | $ 0 | ||
Fixed Rate Debt [Member] | 2017 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Principal | 0 | ||
Fixed Rate Debt [Member] | 2018 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Principal | 0 | ||
Fixed Rate Debt [Member] | 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Principal | 0 | ||
Fixed Rate Debt [Member] | 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Principal | 0 | ||
Fixed Rate Debt [Member] | 2021 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Principal | [1] | 600,000 | |
Fixed Rate Debt [Member] | 2022 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Principal | 0 | ||
Fixed Rate Debt [Member] | 2023 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Principal | [2] | 250,000 | |
Floating Rate Debt [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Percentage Bearing Variable Interest, Amount | $ 365,000 | $ 425,000 | |
Percentage of Total Debt | 30.00% | ||
Floating Rate Debt [Member] | 2016 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Principal | [3] | $ 3,750 | |
Floating Rate Debt [Member] | 2017 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Principal | [3] | 8,750 | |
Floating Rate Debt [Member] | 2018 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Principal | [3] | 102,500 | |
Floating Rate Debt [Member] | 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Principal | [4] | 250,000 | |
Floating Rate Debt [Member] | 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Principal | 0 | ||
Floating Rate Debt [Member] | 2021 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Principal | 0 | ||
Floating Rate Debt [Member] | 2022 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Principal | 0 | ||
Floating Rate Debt [Member] | 2023 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Principal | $ 0 | ||
Unsecured Notes due 2021 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Maturity Date | Sep. 15, 2021 | ||
Unsecured Notes due 2023 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Maturity Date | Jun. 15, 2023 | ||
Debt Instrument, Date of First Required Payment | Dec. 15, 2015 | ||
Debt Instrument, Unamortized Discount | $ 2,000 | ||
AccThreeTermLoan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Maturity Date | Mar. 27, 2018 | ||
Debt Instrument, Frequency of Periodic Payment | Quarterly | ||
AccThreeTermLoan [Member] | BeginningAprilOneTwoThousandSixteen [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Principal | $ 1,250 | ||
Debt Instrument, Date of First Required Payment | Apr. 1, 2016 | ||
AccThreeTermLoan [Member] | BeginningAprilOneTwoThousandSeventeen [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Principal | $ 2,500 | ||
Debt Instrument, Date of Increased Required Payment | Apr. 1, 2017 | ||
Unsecured Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Maturity Date | Jul. 21, 2019 | ||
[1] | The 5.875% Unsecured Notes due 2021 mature on September 15, 2021. | ||
[2] | The 5.625% Unsecured Notes due 2023 mature on June 15, 2023. Principal amount shown excludes original issue discount of $2.0 million. | ||
[3] | The ACC3 Term Loan matures on March 27, 2018 with no extension option. Quarterly principal payments of $1.25 million begin on April 1, 2016, increase to $2.5 million on April 1, 2017 and continue through maturity. | ||
[4] | The Unsecured Term Loan matures on July 21, 2019 with no extension option. |
5. Commitments and Contingenc50
5. Commitments and Contingencies (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($)a | |
Long-term Purchase Commitment [Line Items] | |
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 80.90% |
Percentage Of Built In Gain That Can Be Recognized Without Triggering Tax Protection Provisions | 80.00% |
Initial Built In Gain | $ 667 |
Amount of Built In Gain That Can Be Recognized Without Triggering Tax Protection Provisions | $ 534 |
Increase in Percentage of Built In Gain That Can Be Recognized Each Year Without Triggering Tax Protection Provisions | 10.00% |
Percentage Of Built In Gain That Can Be Recognized In Two Thousand Seventeen Without Triggering Tax Protection Provisions | 100.00% |
Built In Gain Amount Tax Protected | $ 12 |
Built in Gain Amount Tax Protected, No Guarantee on Secured Loan | $ 97 |
Percentage of Disinterested Members of Board for Approving Sales Resulting in Payments to Executives or Directors | 75.00% |
CH2 Phase II [Member] | |
Long-term Purchase Commitment [Line Items] | |
Estimated Control Cost | $ 17.8 |
Amount of Control Estimate Incurred | 3.4 |
Total Commitments For Purchase of Equipment And Labor Related to Development | 8.6 |
ACC7 Phase II [Member] | |
Long-term Purchase Commitment [Line Items] | |
Estimated Control Cost | 46.3 |
Amount of Control Estimate Incurred | 37.2 |
Total Commitments For Purchase of Equipment And Labor Related to Development | 4.6 |
ACC7 Phase III [Member] | |
Long-term Purchase Commitment [Line Items] | |
Estimated Control Cost | 73.4 |
Amount of Control Estimate Incurred | 19.5 |
Total Commitments For Purchase of Equipment And Labor Related to Development | $ 31.9 |
Adjacent to Ashburn Corporate Center [Member] | |
Long-term Purchase Commitment [Line Items] | |
Purchase Of Underdeveloped Parcel Of Land In Acres | a | 34.8 |
Purchase Price of Undeveloped Land Parcel | $ 15.5 |
Part of Ashburn Corporate Center [Member] | |
Long-term Purchase Commitment [Line Items] | |
Purchase Of Underdeveloped Parcel Of Land In Acres | a | 8.7 |
Purchase Price of Undeveloped Land Parcel | $ 4.6 |
Board of Directors Chairman [Member] | Adjacent to Ashburn Corporate Center [Member] | |
Long-term Purchase Commitment [Line Items] | |
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 7.00% |
Board of Directors Chairman [Member] | Part of Ashburn Corporate Center [Member] | |
Long-term Purchase Commitment [Line Items] | |
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 23.00% |
Board of Directors Vice-Chairman [Member] | Adjacent to Ashburn Corporate Center [Member] | |
Long-term Purchase Commitment [Line Items] | |
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 1.00% |
Board of Directors Vice-Chairman [Member] | Part of Ashburn Corporate Center [Member] | |
Long-term Purchase Commitment [Line Items] | |
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 18.00% |
Director [Member] | Part of Ashburn Corporate Center [Member] | |
Long-term Purchase Commitment [Line Items] | |
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 4.00% |
6. Redeemable noncontrolling 51
6. Redeemable noncontrolling interests operating partnership / Redeemable partnership units (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Redeemable noncontrolling interests – operating partnership / Redeemable partnership units [Line Items] | ||
Redeemable noncontrolling interests - operating partnership | $ 399,050 | $ 513,134 |
Share Price | $ 25.88 | $ 33.24 |
Redemption of operating partnership units, shares | 18,000 |
7. Preferred Stock (Details)
7. Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Series A cumulative redeemable perpetual preferred stock [Member] | |||||
Preferred Stock [Line Items] | |||||
Preferred stock, shares issued | 7,400,000 | 7,400,000 | 7,400,000 | ||
Preferred Stock, Dividend Rate, Percentage | 7.875% | ||||
Preferred stock, $.001 par value, 50,000,000 shares authorized | $ 185,000 | $ 185,000 | $ 185,000 | ||
Preferred Stock, Liquidation Preference Per Share | $ 25 | $ 25 | |||
Preferred Stock, Dividends Per Share, Declared | $ 0.4921875 | $ 0.4921875 | $ 0.4921875 | ||
Dividends Payable, Date of Record | Oct. 2, 2015 | Jul. 2, 2015 | Apr. 2, 2015 | ||
Dividends Payable, Date to be Paid | Oct. 15, 2015 | Jul. 15, 2015 | Apr. 15, 2015 | ||
Series B cumulative redeemable perpetual preferred stock [Member] | |||||
Preferred Stock [Line Items] | |||||
Preferred stock, shares issued | 6,650,000 | 6,650,000 | 6,650,000 | ||
Preferred Stock, Dividend Rate, Percentage | 7.625% | ||||
Preferred stock, $.001 par value, 50,000,000 shares authorized | $ 166,250 | $ 166,250 | $ 166,250 | ||
Preferred Stock, Liquidation Preference Per Share | $ 25 | $ 25 | |||
Preferred Stock, Dividends Per Share, Declared | $ 0.4765625 | $ 0.4765625 | $ 0.4765625 | ||
Dividends Payable, Date of Record | Oct. 2, 2015 | Jul. 2, 2015 | Apr. 2, 2015 | ||
Dividends Payable, Date to be Paid | Oct. 15, 2015 | Jul. 15, 2015 | Apr. 15, 2015 |
8. Stockholders Equity of the53
8. Stockholders Equity of the REIT and Partners Capital of the OP (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Stockholders’ Equity of the REIT and Partners’ Capital of the OP [Line Items] | ||||||
Dividends declared per common share | $ 0.42 | $ 0.35 | $ 1.26 | $ 1.05 | ||
Stock Repurchase Program, Authorized Amount | $ 120,000 | $ 120,000 | ||||
Stock Repurchase Program Expiration Date | Dec. 31, 2015 | |||||
Common stock repurchase, shares | (1,002,610) | |||||
Stock Repurchased and Retired During Period, Value | $ (31,912) | |||||
Common stock available for repurchase | $ 88,100 | 88,100 | ||||
Common Stock [Member] | ||||||
Stockholders’ Equity of the REIT and Partners’ Capital of the OP [Line Items] | ||||||
Dividends declared per common share | $ 0.42 | $ 0.42 | $ 0.42 | |||
Dividends Payable, Date of Record | Oct. 2, 2015 | Jul. 2, 2015 | Apr. 2, 2015 | |||
Dividends Payable, Date to be Paid | Oct. 15, 2015 | Jul. 15, 2015 | Apr. 15, 2015 | |||
Former CEO [Member] | ||||||
Stockholders’ Equity of the REIT and Partners’ Capital of the OP [Line Items] | ||||||
Supplemental Unemployment Benefits, Severance Benefits | $ 1,300 | $ 1,300 | ||||
Common Stock [Member] | Former CEO [Member] | ||||||
Stockholders’ Equity of the REIT and Partners’ Capital of the OP [Line Items] | ||||||
Deferred Compensation Arrangement with Individual, Shares Issued | 55,742 | |||||
Deferred Compensation Arrangement with Individual, Fair Value of Shares Issued | $ 1,800 | |||||
Common Stock [Member] | Board of Directors Vice-Chairman [Member] | ||||||
Stockholders’ Equity of the REIT and Partners’ Capital of the OP [Line Items] | ||||||
Deferred Compensation Arrangement with Individual, Shares Issued | 346 | |||||
Deferred Compensation Arrangement with Individual, Fair Value of Shares Issued | $ 100 | |||||
Performance Shares [Member] | Former CEO [Member] | ||||||
Stockholders’ Equity of the REIT and Partners’ Capital of the OP [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number | 320,676 | |||||
Share-based Compensation Arrangement by Share-based Payment Award Accelerated Compensation Cost | $ 1,900 | |||||
Stock Options [Member] | Former CEO [Member] | ||||||
Stockholders’ Equity of the REIT and Partners’ Capital of the OP [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award Accelerated Compensation Cost | $ 300 |
9. Equity Compensation Plan Nar
9. Equity Compensation Plan Narrative (Details) $ / shares in Units, $ in Millions | 9 Months Ended | |
Sep. 30, 2015USD ($)$ / sharesshares | Dec. 31, 2014shares | |
Equity Compensation Plan [Line Items] | ||
Maximum Number of Share Equivalents Authorized | 6,300,000 | |
Share equivalent ratio, other than stock options and SARs | 2.36 | |
Cumulative Share Equivalents Issued From The Plan | 3,206,037 | |
Share Equivalents Remaining Available | 3,093,963 | |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | $ 28.63 | |
Restricted Stock [Member] | ||
Equity Compensation Plan [Line Items] | ||
Shares of restricted stock, Granted | 153,655 | |
Value of Restricted Stock Awarded during period | $ | $ 5 | |
Shares of restricted stock, Vested | 132,039 | |
Value of Restricted Stock on Vesting Date | $ | $ 4.1 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ | $ 6.7 | |
Weighted Average Vesting Period | 1 year 73 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (7,582) | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 338,023 | 323,989 |
Stock Options [Member] | ||
Equity Compensation Plan [Line Items] | ||
Weighted Average Vesting Period | 146 days | |
Number of Options Granted | 0 | |
Performance Shares [Member] | ||
Equity Compensation Plan [Line Items] | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ | $ 2.1 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (4,225) | |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | $ 36.30 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 0 | |
Minimum [Member] | ||
Equity Compensation Plan [Line Items] | ||
Potential Number Of Shares Issued At Vesting Of Performance Units | 0.00% | |
Maximum [Member] | ||
Equity Compensation Plan [Line Items] | ||
Potential Number Of Shares Issued At Vesting Of Performance Units | 300.00% |
9. Equity Compensation Plan Sum
9. Equity Compensation Plan Summary of Restricted Stock (Details) | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Equity Compensation Plan [Line Items] | |
Weighted Average Grant Date Fair Value, Unvested balance at December 31, 2014 | $ / shares | $ 24.10 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 32.26 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 23.92 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 28.63 |
Weighted Average Grant Date Fair Value, Unvested balance at September 30, 2015 | $ / shares | $ 27.77 |
Restricted Stock [Member] | |
Equity Compensation Plan [Line Items] | |
Shares of restricted stock, Unvested balance at December 31, 2014 | 323,989 |
Shares of restricted stock, Granted | 153,655 |
Shares of restricted stock, Vested | (132,039) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (7,582) |
Shares of restricted stock, Unvested balance at September 30, 2015 | 338,023 |
9. Equity Compensation Plan S56
9. Equity Compensation Plan Summary of Stock Options (Details) $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Equity Compensation Plan [Line Items] | |
Under option, December 31, 2014 | 1,592,854 |
Exercised | 0 |
Forfeited | 0 |
Under option, September 30, 2015 | 1,592,854 |
Weighted Average Exercise Price, Under Option, December 31, 2014 | $ / shares | $ 19.09 |
Weighted Average Exercise Price, Granted | $ / shares | 0 |
Weighted Average Exercise Price, Exercised | $ / shares | 0 |
Weighted Average Exercise Price, Forfeited | $ / shares | 0 |
Weighted Average Exercise Price, Under Option, September 30, 2015 | $ / shares | $ 19.09 |
Total Unearned Compensation | $ | $ 0.1 |
Weighted Average Remaining Contractual Term | 5 years 146 days |
Stock Options [Member] | |
Equity Compensation Plan [Line Items] | |
Granted | 0 |
Weighted Average Vesting Period | 146 days |
9. Equity Compensation Plan S57
9. Equity Compensation Plan Summary of Unvested Stock Options (Details) | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Equity Compensation Plan [Line Items] | |
Unvested balance at December 31, 2014 | 302,324 |
Granted | 0 |
Vested | (263,553) |
Forfeited | 0 |
Unvested balance at September 30, 2015 | 38,771 |
Weighted Average Grant Date Fair Value, Unvested at December 31, 2014 | $ / shares | $ 5.05 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 0 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 5.10 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | $ 0 |
Weighted Average Grant Date Fair Value, Unvested at September 30, 2015 | $ / shares | $ 4.75 |
9. Equity Compensation Plan S58
9. Equity Compensation Plan Summary of Exercisable Stock Options (Details) $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Equity Compensation Plan [Line Items] | |
Options Exercisable at December 31, 2014 | shares | 1,290,530 |
Vested | shares | 263,553 |
Exercised | shares | 0 |
Options Exercisable at September 30, 2015 | shares | 1,554,083 |
Weighted Average Grant Date Fair Value, Exercisable at December 31, 2014 | $ 5.74 |
Weighted Average Grant Date Fair Value, Vested | 5.10 |
Weighted Average Grant Date Fair Value, Exercised | 0 |
Weighted Average Grant Date Fair Value, Exercisable at September 30, 2015 | $ 5.63 |
Intrinsic Value | $ | $ 10.7 |
Weighted Average Exercise Price | $ 19.01 |
Weighted Average Remaining Contractual Term | 5 years 146 days |
9. Equity Compensation Plan S59
9. Equity Compensation Plan Summary of Assumptions Used for Performance Units Granted (Details) - Performance Shares [Member] $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Equity Compensation Plan [Line Items] | |
Performance Units Granted In Period | shares | 48,674 |
Expected volatility | 24.00% |
Expected annual dividend | 5.18% |
Risk-free rate | 1.06% |
Performance unit fair value at date of grant | $ / shares | $ 38.34 |
Total grant fair value at date of grant (millions) | $ 1.9 |
Maximum value of grant on vesting date based on closing price of the Company's stock at the date of grant | $ 4.7 |
10. Earnings Per Share of the60
10. Earnings Per Share of the REIT (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings per share of the REIT [Line Items] | ||||
Weighted average common shares – basic | 65,041,159 | 65,507,879 | 65,190,737 | 65,448,034 |
Effect of dilutive securities | 520,732 | 790,342 | 728,239 | 576,968 |
Weighted average common shares – diluted | 65,561,891 | 66,298,221 | 65,918,976 | 66,025,002 |
Net income attributable to common shares | $ 19,062 | $ 18,960 | $ 54,533 | $ 60,126 |
Net income allocated to unvested restricted shares | (142) | (116) | (435) | (348) |
Net income attributable to common shares, adjusted | $ 18,920 | $ 18,844 | $ 54,098 | $ 59,778 |
Earnings per common share – basic | $ 0.29 | $ 0.29 | $ 0.83 | $ 0.91 |
Net Income (Loss) Available to Common Stockholders, Diluted | $ 18,920 | $ 18,960 | $ 54,098 | $ 60,126 |
Adjustments to redeemable noncontrolling interests | 0 | 41 | 0 | 97 |
Adjusted net income available to common shares | $ 18,920 | $ 19,001 | $ 54,098 | $ 60,223 |
Earnings per common share – diluted | $ 0.29 | $ 0.29 | $ 0.82 | $ 0.91 |
Equity Option [Member] | ||||
Earnings per share of the REIT [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 | 0 | 0 |
Performance Shares [Member] | ||||
Earnings per share of the REIT [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 100,000 | 100,000 | 100,000 | 100,000 |
11. Earnings Per Unit of the 61
11. Earnings Per Unit of the Operating Partnership (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings per unit of the Operating Partnership [Line Items] | ||||
Weighted average common units – basic (includes redeemable partnership units and units of general and limited partners) | 80,460,396 | 81,071,866 | 80,610,303 | 81,031,191 |
Effect of dilutive securities | 520,732 | 790,342 | 728,239 | 576,968 |
Weighted average common units – diluted | 80,981,128 | 81,862,208 | 81,338,542 | 81,608,159 |
Equity Option [Member] | ||||
Earnings per unit of the Operating Partnership [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 | 0 | 0 |
Performance Shares [Member] | ||||
Earnings per unit of the Operating Partnership [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 100,000 | 100,000 | 100,000 | 100,000 |
12. Fair Value (Details)
12. Fair Value (Details) $ in Thousands | Sep. 30, 2015USD ($) |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Long-term debt, net of discount | $ 1,213,074 |
Long-term Debt, Fair Value | $ 1,227,600 |
13. Supplemental Consolidatin63
13. Supplemental Consolidating Financial Data for Subsidiary Guarantors of the Unsecured Notes Supplemental Consolidating Balance Sheets (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
Supplemental Consolidating Statements Of Balance Sheets [Line Items] | |||||
Land | $ 92,840 | $ 83,793 | |||
Buildings and improvements | 2,799,849 | 2,623,539 | |||
Income producing property | 2,892,689 | 2,707,332 | |||
Less: accumulated depreciation | (571,996) | (504,869) | |||
Net income producing property | 2,320,693 | 2,202,463 | |||
Construction in progress and land held for development | 330,200 | [1] | 358,965 | ||
Net real estate | 2,650,893 | 2,561,428 | |||
Cash and cash equivalents | 67,836 | 29,598 | $ 8,718 | $ 38,733 | |
Rents and other receivables | 8,605 | 8,113 | |||
Deferred rent | 128,955 | 142,365 | |||
Lease contracts above market value, net | 6,251 | 8,054 | |||
Deferred costs, net | 38,510 | 38,495 | |||
Prepaid expenses and other assets | 47,670 | 48,295 | |||
Total assets | 2,948,720 | 2,836,348 | |||
Line of credit | 0 | 60,000 | |||
Mortgage notes payable | 115,000 | 115,000 | |||
Unsecured Term Loan | 250,000 | 250,000 | |||
Unsecured notes payable | 848,074 | 600,000 | |||
Accounts payable and accrued liabilities | 30,273 | 26,973 | |||
Construction costs payable | 21,534 | 32,949 | |||
Accrued interest payable | 6,623 | 10,759 | |||
Distribution payable | 39,688 | 39,981 | |||
Lease contracts below market value, net | 4,471 | 7,037 | |||
Prepaid rents and other liabilities | 69,758 | 65,174 | |||
Total liabilities | 1,385,421 | 1,207,873 | |||
Commitments and contingencies | 0 | 0 | |||
Total liabilities and stockholders’ equity | 2,948,720 | 2,836,348 | |||
DuPont Fabros Technology, L.P. [Member] | |||||
Supplemental Consolidating Statements Of Balance Sheets [Line Items] | |||||
Land | 92,840 | 83,793 | |||
Buildings and improvements | 2,799,849 | 2,623,539 | |||
Income producing property | 2,892,689 | 2,707,332 | |||
Less: accumulated depreciation | (571,996) | (504,869) | |||
Net income producing property | 2,320,693 | 2,202,463 | |||
Construction in progress and land held for development | 330,200 | 358,965 | |||
Net real estate | 2,650,893 | 2,561,428 | |||
Cash and cash equivalents | 63,618 | 25,380 | 4,500 | 34,514 | |
Rents and other receivables | 8,605 | 8,113 | |||
Deferred rent | 128,955 | 142,365 | |||
Lease contracts above market value, net | 6,251 | 8,054 | |||
Deferred costs, net | 38,510 | 38,495 | |||
Investment in affiliates | 0 | 0 | |||
Prepaid expenses and other assets | 47,670 | 48,295 | |||
Total assets | 2,944,502 | 2,832,130 | |||
Line of credit | 0 | 60,000 | |||
Mortgage notes payable | 115,000 | 115,000 | |||
Unsecured Term Loan | 250,000 | 250,000 | |||
Unsecured notes payable | 848,074 | 600,000 | |||
Accounts payable and accrued liabilities | 30,273 | 26,973 | |||
Construction costs payable | 21,534 | 32,949 | |||
Accrued interest payable | 6,623 | 10,759 | |||
Distribution payable | 39,688 | 39,981 | |||
Lease contracts below market value, net | 4,471 | 7,037 | |||
Prepaid rents and other liabilities | 69,758 | 65,174 | |||
Total liabilities | 1,385,421 | 1,207,873 | |||
Redeemable partnership units | 399,050 | 513,134 | |||
Commitments and contingencies | 0 | 0 | |||
General Partners' Capital | 8,194 | 7,619 | |||
Total partners’ capital | 1,160,031 | 1,111,123 | |||
Total liabilities and stockholders’ equity | 2,944,502 | 2,832,130 | |||
DuPont Fabros Technology, L.P. [Member] | Operating Partnership [Member] | |||||
Supplemental Consolidating Statements Of Balance Sheets [Line Items] | |||||
Land | 0 | 0 | |||
Buildings and improvements | 0 | 0 | |||
Income producing property | 0 | 0 | |||
Less: accumulated depreciation | 0 | 0 | |||
Net income producing property | 0 | 0 | |||
Construction in progress and land held for development | 0 | 0 | |||
Net real estate | 0 | 0 | |||
Cash and cash equivalents | 58,912 | 21,806 | 1,519 | $ 32,903 | |
Rents and other receivables | 1,386 | 1,775 | |||
Deferred rent | 0 | 0 | |||
Lease contracts above market value, net | 0 | 0 | |||
Deferred costs, net | 18,163 | 15,957 | |||
Investment in affiliates | 2,624,397 | 2,547,049 | |||
Prepaid expenses and other assets | 3,968 | 2,865 | |||
Total assets | 2,706,826 | 2,589,452 | |||
Line of credit | 0 | 60,000 | |||
Mortgage notes payable | 0 | 0 | |||
Unsecured Term Loan | 250,000 | 250,000 | |||
Unsecured notes payable | 848,074 | 600,000 | |||
Accounts payable and accrued liabilities | 3,299 | 4,432 | |||
Construction costs payable | 51 | 0 | |||
Accrued interest payable | 6,617 | 10,754 | |||
Distribution payable | 39,688 | 39,981 | |||
Lease contracts below market value, net | 0 | 0 | |||
Prepaid rents and other liabilities | 16 | 28 | |||
Total liabilities | 1,147,745 | 965,195 | |||
Redeemable partnership units | 399,050 | 513,134 | |||
Commitments and contingencies | 0 | 0 | |||
General Partners' Capital | 8,194 | 7,619 | |||
Total partners’ capital | 1,160,031 | 1,111,123 | |||
Total liabilities and stockholders’ equity | 2,706,826 | 2,589,452 | |||
DuPont Fabros Technology, L.P. [Member] | Subsidiary Guarantors [Member] | |||||
Supplemental Consolidating Statements Of Balance Sheets [Line Items] | |||||
Land | 84,985 | 79,935 | |||
Buildings and improvements | 2,529,961 | 2,427,706 | |||
Income producing property | 2,614,946 | 2,507,641 | |||
Less: accumulated depreciation | (534,458) | (473,203) | |||
Net income producing property | 2,080,488 | 2,034,438 | |||
Construction in progress and land held for development | 45,104 | 145,229 | |||
Net real estate | 2,125,592 | 2,179,667 | |||
Cash and cash equivalents | 0 | 0 | 0 | ||
Rents and other receivables | 5,679 | 5,513 | |||
Deferred rent | 125,381 | 139,542 | |||
Lease contracts above market value, net | 6,251 | 8,054 | |||
Deferred costs, net | 13,933 | 16,098 | |||
Investment in affiliates | 0 | 0 | |||
Prepaid expenses and other assets | 41,748 | 43,866 | |||
Total assets | 2,318,584 | 2,392,740 | |||
Line of credit | 0 | 0 | |||
Mortgage notes payable | 0 | 0 | |||
Unsecured Term Loan | 0 | 0 | |||
Unsecured notes payable | 0 | 0 | |||
Accounts payable and accrued liabilities | 22,754 | 19,580 | |||
Construction costs payable | 396 | 4,312 | |||
Accrued interest payable | 0 | 0 | |||
Distribution payable | 0 | 0 | |||
Lease contracts below market value, net | 4,471 | 7,037 | |||
Prepaid rents and other liabilities | 65,804 | 61,728 | |||
Total liabilities | 93,425 | 92,657 | |||
Redeemable partnership units | 0 | 0 | |||
Commitments and contingencies | 0 | 0 | |||
General Partners' Capital | 0 | 0 | |||
Total partners’ capital | 2,225,159 | 2,300,083 | |||
Total liabilities and stockholders’ equity | 2,318,584 | 2,392,740 | |||
DuPont Fabros Technology, L.P. [Member] | Subsidiary Non-Guarantors [Member] | |||||
Supplemental Consolidating Statements Of Balance Sheets [Line Items] | |||||
Land | 7,855 | 3,858 | |||
Buildings and improvements | 269,888 | 195,833 | |||
Income producing property | 277,743 | 199,691 | |||
Less: accumulated depreciation | (37,538) | (31,666) | |||
Net income producing property | 240,205 | 168,025 | |||
Construction in progress and land held for development | 285,096 | 213,736 | |||
Net real estate | 525,301 | 381,761 | |||
Cash and cash equivalents | 4,706 | 3,574 | 2,981 | $ 1,611 | |
Rents and other receivables | 1,540 | 825 | |||
Deferred rent | 3,574 | 2,823 | |||
Lease contracts above market value, net | 0 | 0 | |||
Deferred costs, net | 6,414 | 6,440 | |||
Investment in affiliates | 0 | 0 | |||
Prepaid expenses and other assets | 1,954 | 1,564 | |||
Total assets | 543,489 | 396,987 | |||
Line of credit | 0 | 0 | |||
Mortgage notes payable | 115,000 | 115,000 | |||
Unsecured Term Loan | 0 | 0 | |||
Unsecured notes payable | 0 | 0 | |||
Accounts payable and accrued liabilities | 4,220 | 2,961 | |||
Construction costs payable | 21,087 | 28,637 | |||
Accrued interest payable | 6 | 5 | |||
Distribution payable | 0 | 0 | |||
Lease contracts below market value, net | 0 | 0 | |||
Prepaid rents and other liabilities | 3,938 | 3,418 | |||
Total liabilities | 144,251 | 150,021 | |||
Redeemable partnership units | 0 | 0 | |||
Commitments and contingencies | 0 | 0 | |||
General Partners' Capital | 0 | 0 | |||
Total partners’ capital | 399,238 | 246,966 | |||
Total liabilities and stockholders’ equity | 543,489 | 396,987 | |||
DuPont Fabros Technology, L.P. [Member] | Eliminations [Member] | |||||
Supplemental Consolidating Statements Of Balance Sheets [Line Items] | |||||
Land | 0 | 0 | |||
Buildings and improvements | 0 | 0 | |||
Income producing property | 0 | 0 | |||
Less: accumulated depreciation | 0 | 0 | |||
Net income producing property | 0 | 0 | |||
Construction in progress and land held for development | 0 | 0 | |||
Net real estate | 0 | 0 | |||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 | |
Rents and other receivables | 0 | 0 | |||
Deferred rent | 0 | 0 | |||
Lease contracts above market value, net | 0 | 0 | |||
Deferred costs, net | 0 | 0 | |||
Investment in affiliates | (2,624,397) | (2,547,049) | |||
Prepaid expenses and other assets | 0 | 0 | |||
Total assets | (2,624,397) | (2,547,049) | |||
Line of credit | 0 | 0 | |||
Mortgage notes payable | 0 | 0 | |||
Unsecured Term Loan | 0 | 0 | |||
Unsecured notes payable | 0 | 0 | |||
Accounts payable and accrued liabilities | 0 | 0 | |||
Construction costs payable | 0 | 0 | |||
Accrued interest payable | 0 | 0 | |||
Distribution payable | 0 | 0 | |||
Lease contracts below market value, net | 0 | 0 | |||
Prepaid rents and other liabilities | 0 | 0 | |||
Total liabilities | 0 | 0 | |||
Redeemable partnership units | 0 | 0 | |||
Commitments and contingencies | 0 | 0 | |||
General Partners' Capital | 0 | 0 | |||
Total partners’ capital | (2,624,397) | (2,547,049) | |||
Total liabilities and stockholders’ equity | (2,624,397) | (2,547,049) | |||
DuPont Fabros Technology, L.P. [Member] | Series A Preferred Stock [Member] | |||||
Supplemental Consolidating Statements Of Balance Sheets [Line Items] | |||||
Limited Partners' Capital | 185,000 | 185,000 | |||
DuPont Fabros Technology, L.P. [Member] | Series A Preferred Stock [Member] | Operating Partnership [Member] | |||||
Supplemental Consolidating Statements Of Balance Sheets [Line Items] | |||||
Limited Partners' Capital | 185,000 | 185,000 | |||
DuPont Fabros Technology, L.P. [Member] | Series A Preferred Stock [Member] | Subsidiary Guarantors [Member] | |||||
Supplemental Consolidating Statements Of Balance Sheets [Line Items] | |||||
Limited Partners' Capital | 0 | 0 | |||
DuPont Fabros Technology, L.P. [Member] | Series A Preferred Stock [Member] | Subsidiary Non-Guarantors [Member] | |||||
Supplemental Consolidating Statements Of Balance Sheets [Line Items] | |||||
Limited Partners' Capital | 0 | 0 | |||
DuPont Fabros Technology, L.P. [Member] | Series A Preferred Stock [Member] | Eliminations [Member] | |||||
Supplemental Consolidating Statements Of Balance Sheets [Line Items] | |||||
Limited Partners' Capital | 0 | 0 | |||
DuPont Fabros Technology, L.P. [Member] | Series B Preferred Stock [Member] | |||||
Supplemental Consolidating Statements Of Balance Sheets [Line Items] | |||||
Limited Partners' Capital | 166,250 | 166,250 | |||
DuPont Fabros Technology, L.P. [Member] | Series B Preferred Stock [Member] | Operating Partnership [Member] | |||||
Supplemental Consolidating Statements Of Balance Sheets [Line Items] | |||||
Limited Partners' Capital | 166,250 | 166,250 | |||
DuPont Fabros Technology, L.P. [Member] | Series B Preferred Stock [Member] | Subsidiary Guarantors [Member] | |||||
Supplemental Consolidating Statements Of Balance Sheets [Line Items] | |||||
Limited Partners' Capital | 0 | 0 | |||
DuPont Fabros Technology, L.P. [Member] | Series B Preferred Stock [Member] | Subsidiary Non-Guarantors [Member] | |||||
Supplemental Consolidating Statements Of Balance Sheets [Line Items] | |||||
Limited Partners' Capital | 0 | 0 | |||
DuPont Fabros Technology, L.P. [Member] | Series B Preferred Stock [Member] | Eliminations [Member] | |||||
Supplemental Consolidating Statements Of Balance Sheets [Line Items] | |||||
Limited Partners' Capital | 0 | 0 | |||
DuPont Fabros Technology, L.P. [Member] | Limited partners' common units [Member] | |||||
Supplemental Consolidating Statements Of Balance Sheets [Line Items] | |||||
Limited Partners' Capital | 800,587 | 752,254 | |||
DuPont Fabros Technology, L.P. [Member] | Limited partners' common units [Member] | Operating Partnership [Member] | |||||
Supplemental Consolidating Statements Of Balance Sheets [Line Items] | |||||
Limited Partners' Capital | 800,587 | 752,254 | |||
DuPont Fabros Technology, L.P. [Member] | Limited partners' common units [Member] | Subsidiary Guarantors [Member] | |||||
Supplemental Consolidating Statements Of Balance Sheets [Line Items] | |||||
Limited Partners' Capital | 2,225,159 | 2,300,083 | |||
DuPont Fabros Technology, L.P. [Member] | Limited partners' common units [Member] | Subsidiary Non-Guarantors [Member] | |||||
Supplemental Consolidating Statements Of Balance Sheets [Line Items] | |||||
Limited Partners' Capital | 399,238 | 246,966 | |||
DuPont Fabros Technology, L.P. [Member] | Limited partners' common units [Member] | Eliminations [Member] | |||||
Supplemental Consolidating Statements Of Balance Sheets [Line Items] | |||||
Limited Partners' Capital | $ (2,624,397) | $ (2,547,049) | |||
[1] | (1)Properties located in Ashburn, VA (ACC7 Phases II-IV and ACC8); Piscataway, NJ (NJ1 Phase II), Elk Grove Village, IL (CH2 Phases II-III and CH3) and Santa Clara, CA (SC2). |
13. Supplemental Consolidatin64
13. Supplemental Consolidating Financial Data for Subsidiary Guarantors of the Unsecured Notes Supplemental Consolidating Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues: | ||||
Base rent | $ 76,771 | $ 72,268 | $ 221,046 | $ 211,927 |
Recoveries from tenants | 35,223 | 31,211 | 103,010 | 92,864 |
Other revenues | 3,343 | 2,099 | 12,421 | 4,824 |
Total revenues | 115,337 | 105,578 | 336,477 | 309,615 |
Expenses: | ||||
Property operating costs | 33,209 | 29,127 | 94,362 | 87,004 |
Real estate taxes and insurance | 5,348 | 4,108 | 16,387 | 10,986 |
Depreciation and amortization | 26,433 | 24,799 | 77,645 | 71,671 |
General and administrative | 4,422 | 4,561 | 13,233 | 12,669 |
Other expenses | 2,947 | 1,517 | 15,752 | 3,989 |
Total expenses | 72,359 | 64,112 | 217,379 | 186,319 |
Operating income | 42,978 | 41,466 | 119,098 | 123,296 |
Interest income | 10 | 6 | 51 | 113 |
Interest: | ||||
Expense incurred | (11,691) | (9,032) | (29,042) | (24,563) |
Amortization of deferred financing costs | (904) | (805) | (2,240) | (2,271) |
Gains (Losses) on Extinguishment of Debt | 0 | (1,363) | 0 | (1,701) |
Net income | 30,393 | 30,272 | 87,867 | 94,874 |
Preferred stock dividends | (6,811) | (6,811) | (20,433) | (20,433) |
DuPont Fabros Technology, L.P. [Member] | ||||
Revenues: | ||||
Base rent | 76,771 | 72,268 | 221,046 | 211,927 |
Recoveries from tenants | 35,223 | 31,211 | 103,010 | 92,864 |
Other revenues | 3,343 | 2,099 | 12,421 | 4,824 |
Total revenues | 115,337 | 105,578 | 336,477 | 309,615 |
Expenses: | ||||
Property operating costs | 33,209 | 29,127 | 94,362 | 87,004 |
Real estate taxes and insurance | 5,348 | 4,108 | 16,387 | 10,986 |
Depreciation and amortization | 26,433 | 24,799 | 77,645 | 71,671 |
General and administrative | 4,422 | 4,561 | 13,233 | 12,669 |
Other expenses | 2,947 | 1,517 | 15,752 | 3,989 |
Total expenses | 72,359 | 64,112 | 217,379 | 186,319 |
Operating income | 42,978 | 41,466 | 119,098 | 123,296 |
Interest income | 10 | 6 | 51 | 113 |
Interest: | ||||
Expense incurred | (11,691) | (9,032) | (29,042) | (24,563) |
Amortization of deferred financing costs | (904) | (805) | (2,240) | (2,271) |
Gains (Losses) on Extinguishment of Debt | 0 | (1,363) | 0 | (1,701) |
Equity in earnings | 0 | 0 | 0 | 0 |
Net income | 30,393 | 30,272 | 87,867 | 94,874 |
Preferred stock dividends | (6,811) | (6,811) | (20,433) | (20,433) |
Net income attributable to common units | 23,582 | 23,461 | 67,434 | 74,441 |
DuPont Fabros Technology, L.P. [Member] | Operating Partnership [Member] | ||||
Revenues: | ||||
Base rent | 4,561 | 4,513 | 13,682 | 13,029 |
Recoveries from tenants | 0 | 0 | 0 | 0 |
Other revenues | 0 | 0 | 0 | 0 |
Total revenues | 4,561 | 4,513 | 13,682 | 13,029 |
Expenses: | ||||
Property operating costs | 0 | 0 | 0 | 0 |
Real estate taxes and insurance | 0 | 0 | 0 | 0 |
Depreciation and amortization | 10 | 16 | 32 | 49 |
General and administrative | 4,230 | 4,383 | 12,585 | 11,973 |
Other expenses | 555 | 14 | 6,151 | 1,012 |
Total expenses | 4,795 | 4,413 | 18,768 | 13,034 |
Operating income | (234) | 100 | (5,086) | (5) |
Interest income | 10 | 6 | 51 | 112 |
Interest: | ||||
Expense incurred | (13,870) | (10,259) | (36,067) | (30,836) |
Amortization of deferred financing costs | (932) | (801) | (2,497) | (2,430) |
Gains (Losses) on Extinguishment of Debt | (1,363) | (1,701) | ||
Equity in earnings | 45,419 | 42,589 | 131,466 | 129,734 |
Net income | 30,393 | 30,272 | 87,867 | 94,874 |
Preferred stock dividends | (6,811) | (6,811) | (20,433) | (20,433) |
Net income attributable to common units | 23,582 | 23,461 | 67,434 | 74,441 |
DuPont Fabros Technology, L.P. [Member] | Subsidiary Guarantors [Member] | ||||
Revenues: | ||||
Base rent | 69,136 | 67,780 | 201,797 | 198,964 |
Recoveries from tenants | 32,160 | 28,805 | 94,970 | 85,825 |
Other revenues | 445 | 414 | 1,309 | 1,233 |
Total revenues | 101,741 | 96,999 | 298,076 | 286,022 |
Expenses: | ||||
Property operating costs | 33,217 | 30,565 | 96,552 | 92,013 |
Real estate taxes and insurance | 4,983 | 3,890 | 15,424 | 10,560 |
Depreciation and amortization | 23,742 | 23,084 | 70,907 | 67,653 |
General and administrative | 7 | 14 | 51 | 63 |
Other expenses | 3 | 5 | 3 | 32 |
Total expenses | 61,952 | 57,558 | 182,937 | 170,321 |
Operating income | 39,789 | 39,441 | 115,139 | 115,701 |
Interest income | 0 | 0 | 0 | 0 |
Interest: | ||||
Expense incurred | 0 | 762 | 1,327 | 3,360 |
Amortization of deferred financing costs | 0 | 46 | 107 | 195 |
Gains (Losses) on Extinguishment of Debt | 0 | 0 | ||
Equity in earnings | 0 | 0 | 0 | 0 |
Net income | 39,789 | 40,249 | 116,573 | 119,256 |
Preferred stock dividends | 0 | 0 | 0 | 0 |
Net income attributable to common units | 39,789 | 40,249 | 116,573 | 119,256 |
DuPont Fabros Technology, L.P. [Member] | Subsidiary Non-Guarantors [Member] | ||||
Revenues: | ||||
Base rent | 7,674 | 4,525 | 19,363 | 13,075 |
Recoveries from tenants | 3,063 | 2,406 | 8,040 | 7,039 |
Other revenues | 2,944 | 1,731 | 11,221 | 3,697 |
Total revenues | 13,681 | 8,662 | 38,624 | 23,811 |
Expenses: | ||||
Property operating costs | 4,600 | 3,121 | 11,602 | 8,126 |
Real estate taxes and insurance | 365 | 218 | 963 | 426 |
Depreciation and amortization | 2,681 | 1,699 | 6,706 | 3,969 |
General and administrative | 185 | 164 | 597 | 633 |
Other expenses | 2,427 | 1,535 | 9,711 | 3,057 |
Total expenses | 10,258 | 6,737 | 29,579 | 16,211 |
Operating income | 3,423 | 1,925 | 9,045 | 7,600 |
Interest income | 0 | 0 | 0 | 1 |
Interest: | ||||
Expense incurred | 2,179 | 465 | 5,698 | 2,913 |
Amortization of deferred financing costs | 28 | (50) | 150 | (36) |
Gains (Losses) on Extinguishment of Debt | 0 | 0 | ||
Equity in earnings | 0 | 0 | 0 | 0 |
Net income | 5,630 | 2,340 | 14,893 | 10,478 |
Preferred stock dividends | 0 | 0 | 0 | 0 |
Net income attributable to common units | 5,630 | 2,340 | 14,893 | 10,478 |
DuPont Fabros Technology, L.P. [Member] | Eliminations [Member] | ||||
Revenues: | ||||
Base rent | (4,600) | (4,550) | (13,796) | (13,141) |
Recoveries from tenants | 0 | 0 | 0 | 0 |
Other revenues | (46) | (46) | (109) | (106) |
Total revenues | (4,646) | (4,596) | (13,905) | (13,247) |
Expenses: | ||||
Property operating costs | (4,608) | (4,559) | (13,792) | (13,135) |
Real estate taxes and insurance | 0 | 0 | 0 | 0 |
Depreciation and amortization | 0 | 0 | 0 | 0 |
General and administrative | 0 | 0 | 0 | 0 |
Other expenses | (38) | (37) | (113) | (112) |
Total expenses | (4,646) | (4,596) | (13,905) | (13,247) |
Operating income | 0 | 0 | 0 | 0 |
Interest income | 0 | 0 | 0 | 0 |
Interest: | ||||
Expense incurred | 0 | 0 | 0 | 0 |
Amortization of deferred financing costs | 0 | 0 | 0 | 0 |
Gains (Losses) on Extinguishment of Debt | 0 | 0 | ||
Equity in earnings | (45,419) | (42,589) | (131,466) | (129,734) |
Net income | (45,419) | (42,589) | (131,466) | (129,734) |
Preferred stock dividends | 0 | 0 | 0 | 0 |
Net income attributable to common units | $ (45,419) | $ (42,589) | $ (131,466) | $ (129,734) |
13. Supplemental Consolidatin65
13. Supplemental Consolidating Financial Data for Subsidiary Guarantors of the Unsecured Notes Supplemental Consodlidating Statements of Cash Flows (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Supplemental Consolidating Statements Of Cash Flows [Line Items] | ||
Net Cash Provided by (Used in) Operating Activities | $ 191,390 | $ 171,812 |
Investments in real estate – development | (154,165) | (188,443) |
Payments to Acquire Land | (8,600) | 0 |
Interest capitalized for real estate under development | (8,557) | (7,889) |
Improvements to real estate | (2,433) | (2,083) |
Additions to non-real estate property | (622) | (292) |
Net cash used in investing activities | (174,377) | (198,707) |
Proceeds | 120,000 | 0 |
Repayments of Lines of Credit | (180,000) | 0 |
Proceeds | 0 | 96,000 |
Proceeds from Unsecured Notes Payable | 248,012 | 0 |
Payments of financing costs | (4,730) | (3,794) |
Equity compensation (payments) proceeds | (7,611) | 2,303 |
Payments for Repurchase of Common Stock | (31,912) | 0 |
Net cash provided by financing activities | 21,225 | (3,120) |
Net increase (decrease) in cash and cash equivalents | 38,238 | (30,015) |
Cash and cash equivalents, beginning | 29,598 | 38,733 |
Cash and cash equivalents, ending | 67,836 | 8,718 |
DuPont Fabros Technology, L.P. [Member] | ||
Supplemental Consolidating Statements Of Cash Flows [Line Items] | ||
Net Cash Provided by (Used in) Operating Activities | 191,390 | 171,813 |
Investments in real estate – development | (154,165) | (188,443) |
Payments to Acquire Land | (8,600) | 0 |
Investments in affiliates | 0 | 0 |
Interest capitalized for real estate under development | (8,557) | (7,889) |
Improvements to real estate | (2,433) | (2,083) |
Additions to non-real estate property | (622) | (292) |
Net cash used in investing activities | (174,377) | (198,707) |
Proceeds | 120,000 | 0 |
Repayments of Lines of Credit | (180,000) | 0 |
Proceeds | 0 | 96,000 |
Proceeds from Unsecured Notes Payable | 248,012 | 0 |
Payments of financing costs | (4,730) | (3,794) |
Equity compensation (payments) proceeds | (7,611) | 2,303 |
Payments for Repurchase of Common Stock | (31,912) | 0 |
Distributions | (122,534) | (97,629) |
Net cash provided by financing activities | 21,225 | (3,120) |
Net increase (decrease) in cash and cash equivalents | 38,238 | (30,014) |
Cash and cash equivalents, beginning | 25,380 | 34,514 |
Cash and cash equivalents, ending | 63,618 | 4,500 |
DuPont Fabros Technology, L.P. [Member] | Operating Partnership [Member] | ||
Supplemental Consolidating Statements Of Cash Flows [Line Items] | ||
Net Cash Provided by (Used in) Operating Activities | (42,466) | (31,070) |
Investments in real estate – development | (333) | (309) |
Payments to Acquire Land | 0 | |
Investments in affiliates | 58,681 | 2,818 |
Interest capitalized for real estate under development | (21) | (7) |
Improvements to real estate | 0 | 0 |
Additions to non-real estate property | (5) | (9) |
Net cash used in investing activities | 58,322 | 2,493 |
Proceeds | 120,000 | |
Repayments of Lines of Credit | (180,000) | |
Proceeds | 0 | 96,000 |
Proceeds from Unsecured Notes Payable | 248,012 | |
Payments of financing costs | (4,705) | (3,481) |
Equity compensation (payments) proceeds | (7,611) | 2,303 |
Payments for Repurchase of Common Stock | (31,912) | |
Distributions | (122,534) | (97,629) |
Net cash provided by financing activities | 21,250 | (2,807) |
Net increase (decrease) in cash and cash equivalents | 37,106 | (31,384) |
Cash and cash equivalents, beginning | 21,806 | 32,903 |
Cash and cash equivalents, ending | 58,912 | 1,519 |
DuPont Fabros Technology, L.P. [Member] | Subsidiary Guarantors [Member] | ||
Supplemental Consolidating Statements Of Cash Flows [Line Items] | ||
Net Cash Provided by (Used in) Operating Activities | 211,786 | 187,125 |
Investments in real estate – development | (9,597) | (94,621) |
Payments to Acquire Land | 0 | |
Investments in affiliates | (197,908) | (86,880) |
Interest capitalized for real estate under development | (1,327) | (3,360) |
Improvements to real estate | (2,375) | (2,017) |
Additions to non-real estate property | (579) | (247) |
Net cash used in investing activities | (211,786) | (187,125) |
Proceeds | 0 | |
Repayments of Lines of Credit | 0 | |
Proceeds | 0 | 0 |
Proceeds from Unsecured Notes Payable | 0 | |
Payments of financing costs | 0 | 0 |
Equity compensation (payments) proceeds | 0 | 0 |
Payments for Repurchase of Common Stock | 0 | |
Distributions | 0 | 0 |
Net cash provided by financing activities | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | 0 | $ 0 |
Cash and cash equivalents, beginning | 0 | |
Cash and cash equivalents, ending | 0 | $ 0 |
DuPont Fabros Technology, L.P. [Member] | Subsidiary Non-Guarantors [Member] | ||
Supplemental Consolidating Statements Of Cash Flows [Line Items] | ||
Net Cash Provided by (Used in) Operating Activities | 22,070 | 15,758 |
Investments in real estate – development | (144,235) | (93,513) |
Payments to Acquire Land | (8,600) | |
Investments in affiliates | 139,227 | 84,062 |
Interest capitalized for real estate under development | (7,209) | (4,522) |
Improvements to real estate | (58) | (66) |
Additions to non-real estate property | (38) | (36) |
Net cash used in investing activities | (20,913) | (14,075) |
Proceeds | 0 | |
Repayments of Lines of Credit | 0 | |
Proceeds | 0 | 0 |
Proceeds from Unsecured Notes Payable | 0 | |
Payments of financing costs | (25) | (313) |
Equity compensation (payments) proceeds | 0 | 0 |
Payments for Repurchase of Common Stock | 0 | |
Distributions | 0 | 0 |
Net cash provided by financing activities | (25) | (313) |
Net increase (decrease) in cash and cash equivalents | 1,132 | 1,370 |
Cash and cash equivalents, beginning | 3,574 | 1,611 |
Cash and cash equivalents, ending | 4,706 | 2,981 |
DuPont Fabros Technology, L.P. [Member] | Eliminations [Member] | ||
Supplemental Consolidating Statements Of Cash Flows [Line Items] | ||
Net Cash Provided by (Used in) Operating Activities | 0 | 0 |
Investments in real estate – development | 0 | 0 |
Payments to Acquire Land | 0 | |
Investments in affiliates | 0 | 0 |
Interest capitalized for real estate under development | 0 | 0 |
Improvements to real estate | 0 | 0 |
Additions to non-real estate property | 0 | 0 |
Net cash used in investing activities | 0 | 0 |
Proceeds | 0 | |
Repayments of Lines of Credit | 0 | |
Proceeds | 0 | 0 |
Proceeds from Unsecured Notes Payable | 0 | |
Payments of financing costs | 0 | 0 |
Equity compensation (payments) proceeds | 0 | 0 |
Payments for Repurchase of Common Stock | 0 | |
Distributions | 0 | 0 |
Net cash provided by financing activities | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents, beginning | 0 | 0 |
Cash and cash equivalents, ending | $ 0 | $ 0 |