Document and Entity Information
Document and Entity Information Document - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 21, 2016 | |
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, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 75,575,889 | |
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, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | |
Income producing property: | |||
Land | $ 103,183 | $ 94,203 | |
Buildings and improvements | 2,942,410 | 2,736,936 | |
Income producing property | 3,045,593 | 2,831,139 | |
Less: accumulated depreciation | (635,324) | (560,837) | |
Net income producing property | 2,410,269 | 2,270,302 | |
Construction in progress and land held for development | 282,184 | [1] | 300,939 |
Net real estate | 2,692,453 | 2,571,241 | |
Cash and cash equivalents | 61,821 | 31,230 | |
Rents and other receivables | 12,852 | 9,588 | |
Deferred rent | 124,139 | 128,941 | |
Lease contracts above market value, net | 5,361 | 6,029 | |
Deferred costs, net | 26,752 | 23,774 | |
Prepaid expenses and other assets | 41,422 | 44,689 | |
Total assets | 2,964,800 | 2,815,492 | |
Liabilities: | |||
Line of credit | 0 | 0 | |
Mortgage notes payable | 111,875 | 114,075 | |
Unsecured Term Loan | 248,983 | 249,172 | |
Unsecured notes payable | 836,732 | 834,963 | |
Accounts payable and accrued liabilities | 31,671 | 32,301 | |
Construction costs payable | 46,549 | 22,043 | |
Accrued interest payable | 6,199 | 11,821 | |
Dividend and distribution payable | 43,678 | 43,906 | |
Lease contracts below market value, net | 3,144 | 4,132 | |
Prepaid rents and other liabilities | 73,178 | 67,477 | |
Total liabilities | 1,402,009 | 1,379,890 | |
Redeemable noncontrolling interests - operating partnership | 569,662 | 479,189 | |
Redeemable partnership units | 569,662 | 479,189 | |
Commitments and contingencies | 0 | 0 | |
Stockholders’ equity: | |||
Common stock, $.001 par value, 250,000,000 shares authorized, 75,576,481 shares issued and outstanding at September 30, 2016 and 66,105,650 shares issued and outstanding at December 31, 2015 | 76 | 66 | |
Additional paid in capital | 792,004 | 685,042 | |
Retained earnings (accumulated deficit) | 0 | (79,945) | |
Accumulated Other Comprehensive Income (Loss), Net of Tax | (201) | 0 | |
Total stockholders’ equity | 993,129 | 956,413 | |
Total liabilities and stockholders’ equity | 2,964,800 | 2,815,492 | |
Series A Preferred Stock [Member] | |||
Stockholders’ equity: | |||
Preferred stock, $.001 par value, 50,000,000 shares authorized | 0 | 185,000 | |
Series B Preferred Stock [Member] | |||
Stockholders’ equity: | |||
Preferred stock, $.001 par value, 50,000,000 shares authorized | 0 | 166,250 | |
Series C Preferred Stock [Member] | |||
Stockholders’ equity: | |||
Preferred stock, $.001 par value, 50,000,000 shares authorized | 201,250 | 0 | |
DuPont Fabros Technology, L.P. [Member] | |||
Income producing property: | |||
Land | 103,183 | 94,203 | |
Buildings and improvements | 2,942,410 | 2,736,936 | |
Income producing property | 3,045,593 | 2,831,139 | |
Less: accumulated depreciation | (635,324) | (560,837) | |
Net income producing property | 2,410,269 | 2,270,302 | |
Construction in progress and land held for development | 282,184 | 300,939 | |
Net real estate | 2,692,453 | 2,571,241 | |
Cash and cash equivalents | 57,606 | 27,015 | |
Rents and other receivables | 12,852 | 9,588 | |
Deferred rent | 124,139 | 128,941 | |
Lease contracts above market value, net | 5,361 | 6,029 | |
Deferred costs, net | 26,752 | 23,774 | |
Prepaid expenses and other assets | 41,422 | 44,689 | |
Total assets | 2,960,585 | 2,811,277 | |
Liabilities: | |||
Line of credit | 0 | 0 | |
Mortgage notes payable | 111,875 | 114,075 | |
Unsecured Term Loan | 248,983 | 249,172 | |
Unsecured notes payable | 836,732 | 834,963 | |
Accounts payable and accrued liabilities | 31,671 | 32,301 | |
Construction costs payable | 46,549 | 22,043 | |
Accrued interest payable | 6,199 | 11,821 | |
Dividend and distribution payable | 43,678 | 43,906 | |
Lease contracts below market value, net | 3,144 | 4,132 | |
Prepaid rents and other liabilities | 73,178 | 67,477 | |
Total liabilities | 1,402,009 | 1,379,890 | |
Redeemable noncontrolling interests - operating partnership | 569,662 | 479,189 | |
Redeemable partnership units | 569,662 | 479,189 | |
Commitments and contingencies | 0 | 0 | |
Stockholders’ equity: | |||
Total liabilities and stockholders’ equity | 2,960,585 | 2,811,277 | |
Limited partners’ capital: | |||
General partner’s capital, common units, 662,373 issued and outstanding at September 30, 2016 and December 31, 2015 | 6,903 | 6,021 | |
Total partners’ capital | 988,914 | 952,198 | |
DuPont Fabros Technology, L.P. [Member] | Series A Preferred Stock [Member] | |||
Limited partners’ capital: | |||
Limited partners' capital | 0 | 185,000 | |
DuPont Fabros Technology, L.P. [Member] | Series B Preferred Stock [Member] | |||
Limited partners’ capital: | |||
Limited partners' capital | 0 | 166,250 | |
DuPont Fabros Technology, L.P. [Member] | Series C Preferred Stock [Member] | |||
Limited partners’ capital: | |||
Limited partners' capital | 201,250 | ||
Series A cumulative redeemable perpetual preferred units [Member] | DuPont Fabros Technology, L.P. [Member] | |||
Limited partners’ capital: | |||
Limited partners' capital | 0 | 185,000 | |
Series B cumulative redeemable perpetual preferred units [Member] | DuPont Fabros Technology, L.P. [Member] | |||
Limited partners’ capital: | |||
Limited partners' capital | 0 | 166,250 | |
Series C cumulative redeemable perpetual preferred units [Member] | DuPont Fabros Technology, L.P. [Member] | |||
Limited partners’ capital: | |||
Limited partners' capital | 201,250 | 0 | |
Limited partners' common units [Member] | DuPont Fabros Technology, L.P. [Member] | |||
Limited partners’ capital: | |||
Limited partners' capital | $ 780,761 | $ 594,927 | |
[1] | (1)Properties located in Ashburn, VA (ACC7 Phase IV, ACC8, ACC9, ACC10, and ACC11), Elk Grove Village, IL (CH2 Phase IV and CH3), Santa Clara, CA (SC1 Phase III, formerly referred to as SC2), Hillsboro, OR (OR1 and OR2) and Vaughan, ON (TOR1). |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
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 | 75,576,481 | 66,105,650 |
Common stock, shares outstanding | 75,576,481 | 66,105,650 |
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 | 0 | 7,400,000 |
Preferred stock, shares outstanding | 0 | 7,400,000 |
Series B cumulative redeemable perpetual preferred stock [Member] | ||
Preferred stock, shares issued | 0 | 6,650,000 |
Preferred stock, shares outstanding | 0 | 6,650,000 |
Series C cumulative redeemable perpetual preferred stock [Member] | ||
Preferred stock, shares issued | 8,050,000 | 0 |
Preferred stock, shares outstanding | 8,050,000 | 0 |
Series A Preferred Units [Member] | ||
Limited partners' capital, common units issued | 0 | 7,400,000 |
Limited partners' capital, common units outstanding | 0 | 7,400,000 |
Series B Preferred Units [Member] | ||
Limited partners' capital, common units issued | 0 | 6,650,000 |
Limited partners' capital, common units outstanding | 0 | 6,650,000 |
Series C Preferred Units [Member] | ||
Limited partners' capital, common units issued | 8,050,000 | 0 |
Limited partners' capital, common units outstanding | 8,050,000 | 0 |
Limited partners' common units [Member] | ||
Limited partners' capital, common units issued | 74,914,108 | 65,443,277 |
Limited partners' capital, common units outstanding | 74,914,108 | 65,443,277 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues: | ||||
Base rent | $ 88,614 | $ 76,771 | $ 254,509 | $ 221,046 |
Recoveries from tenants | 44,375 | 35,223 | 124,764 | 103,010 |
Other revenues | 1,337 | 3,343 | 7,740 | 12,421 |
Total revenues | 134,326 | 115,337 | 387,013 | 336,477 |
Expenses: | ||||
Property operating costs | 39,214 | 33,209 | 113,102 | 94,362 |
Real estate taxes and insurance | 4,955 | 5,348 | 16,111 | 16,387 |
Depreciation and amortization | 27,493 | 26,433 | 79,659 | 77,645 |
General and administrative | 5,484 | 4,422 | 16,333 | 13,233 |
Other expenses | 800 | 2,947 | 6,342 | 15,752 |
Total expenses | 77,946 | 72,359 | 231,547 | 217,379 |
Operating income | 56,380 | 42,978 | 155,466 | 119,098 |
Interest: | ||||
Expense incurred | (12,935) | (11,681) | (36,067) | (28,991) |
Amortization of deferred financing costs | (1,016) | (904) | (2,780) | (2,240) |
Gain (Loss) on Disposition of Property Plant Equipment | (231) | 0 | 22,833 | 0 |
Gain (Loss) on Extinguishment of Debt | (1,232) | 0 | (1,232) | 0 |
Net income | 40,966 | 30,393 | 138,220 | 87,867 |
Net loss (income) attributable to redeemable noncontrolling interests – operating partnership | (5,144) | (4,520) | (18,089) | (12,901) |
Net (loss) income attributable to controlling interests | 35,822 | 25,873 | 120,131 | 74,966 |
Preferred stock dividends | (3,630) | (6,811) | (17,405) | (20,433) |
Other Preferred Stock Dividends and Adjustments | (3,668) | 0 | (12,495) | 0 |
Net (loss) income attributable to common shares | 28,524 | 19,062 | 90,231 | 54,533 |
Net income attributable to common units | $ 33,668 | $ 23,582 | $ 108,320 | $ 67,434 |
Earnings per share – basic: | ||||
Net income attributable to common shares | $ 0.38 | $ 0.29 | $ 1.24 | $ 0.83 |
Weighted average common shares outstanding | 75,232,413 | 65,041,159 | 72,212,874 | 65,190,737 |
Earnings per share – diluted: | ||||
Net income attributable to common shares | $ 0.37 | $ 0.29 | $ 1.23 | $ 0.82 |
Weighted average common shares outstanding | 76,095,994 | 65,561,891 | 73,072,127 | 65,918,976 |
Dividends declared per common share | $ 0.47 | $ 0.42 | $ 1.41 | $ 1.26 |
Earnings per unit – basic: | ||||
Net income attributable to common units | 0.38 | 0.29 | 1.24 | 0.83 |
Earnings per unit – diluted: | ||||
Net income attributable to common units | $ 0.37 | $ 0.29 | $ 1.23 | $ 0.82 |
DuPont Fabros Technology, L.P. [Member] | ||||
Revenues: | ||||
Base rent | $ 88,614 | $ 76,771 | $ 254,509 | $ 221,046 |
Recoveries from tenants | 44,375 | 35,223 | 124,764 | 103,010 |
Other revenues | 1,337 | 3,343 | 7,740 | 12,421 |
Total revenues | 134,326 | 115,337 | 387,013 | 336,477 |
Expenses: | ||||
Property operating costs | 39,214 | 33,209 | 113,102 | 94,362 |
Real estate taxes and insurance | 4,955 | 5,348 | 16,111 | 16,387 |
Depreciation and amortization | 27,493 | 26,433 | 79,659 | 77,645 |
General and administrative | 5,484 | 4,422 | 16,333 | 13,233 |
Other expenses | 800 | 2,947 | 6,342 | 15,752 |
Total expenses | 77,946 | 72,359 | 231,547 | 217,379 |
Operating income | 56,380 | 42,978 | 155,466 | 119,098 |
Interest: | ||||
Expense incurred | (12,935) | (11,681) | (36,067) | (28,991) |
Amortization of deferred financing costs | (1,016) | (904) | (2,780) | (2,240) |
Gain (Loss) on Disposition of Property Plant Equipment | (231) | 0 | 22,833 | 0 |
Gain (Loss) on Extinguishment of Debt | (1,232) | 0 | (1,232) | 0 |
Net income | 40,966 | 30,393 | 138,220 | 87,867 |
Preferred stock dividends | (3,630) | (6,811) | (17,405) | (20,433) |
Other Preferred Stock Dividends and Adjustments | (3,668) | 0 | (12,495) | 0 |
Net income attributable to common units | $ 33,668 | $ 23,582 | $ 108,320 | $ 67,434 |
Earnings per unit – basic: | ||||
Net income attributable to common units | $ 0.38 | $ 0.29 | $ 1.24 | $ 0.83 |
Weighted average common units outstanding | 89,042,610 | 80,460,396 | 86,691,833 | 80,610,303 |
Earnings per unit – diluted: | ||||
Net income attributable to common units | $ 0.37 | $ 0.29 | $ 1.23 | $ 0.82 |
Weighted Average Limited Partnership Units Outstanding, Diluted | 89,906,191 | 80,981,128 | 87,551,086 | 81,338,542 |
Distributions declared per unit | $ 0.47 | $ 0.42 | $ 1.41 | $ 1.26 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income Statement - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Net income | $ 40,966 | $ 30,393 | $ 138,220 | $ 87,867 |
Other comprehensive (loss) income | ||||
Foreign currency translation adjustments | (241) | 0 | (241) | 0 |
Comprehensive income (loss) | 40,725 | 30,393 | 137,979 | 87,867 |
Net loss (income) attributable to redeemable noncontrolling interests – operating partnership | (5,144) | (4,520) | (18,089) | (12,901) |
Other comprehensive income (loss) attributable to noncontrolling interests | 40 | 0 | 40 | 0 |
Comprehensive income (loss) attributable to controlling interests | 35,621 | 25,873 | 119,930 | 74,966 |
Preferred stock dividends | (3,630) | (6,811) | (17,405) | (20,433) |
Other Preferred Stock Dividends and Adjustments | (3,668) | 0 | (12,495) | 0 |
Comprehensive income attributable to common shares | 28,323 | 19,062 | 90,030 | 54,533 |
DuPont Fabros Technology, L.P. [Member] | ||||
Net income | 40,966 | 30,393 | 138,220 | 87,867 |
Other comprehensive (loss) income | ||||
Foreign currency translation adjustments | (241) | 0 | (241) | 0 |
Comprehensive income (loss) | 40,725 | 30,393 | 137,979 | 87,867 |
Preferred stock dividends | (3,630) | (6,811) | (17,405) | (20,433) |
Other Preferred Stock Dividends and Adjustments | (3,668) | 0 | (12,495) | 0 |
Comprehensive income attributable to common shares | $ 33,427 | $ 23,582 | $ 108,079 | $ 67,434 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - 9 months ended Sep. 30, 2016 - USD ($) $ in Thousands | Total | PreferredStock/Units [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | Common Stock [Member] | Common Stock [Member]Common Stock [Member] | Common Stock [Member]Additional Paid-in Capital [Member] | Series C Preferred Stock [Member] | Series C Preferred Stock [Member]PreferredStock/Units [Member] | Series C Preferred Stock [Member]Additional Paid-in Capital [Member] |
Balance at Dec. 31, 2015 | $ 956,413 | $ 351,250 | $ 66 | $ 685,042 | $ (79,945) | $ 0 | ||||||
Balance, shares at Dec. 31, 2015 | 66,105,650 | |||||||||||
Net income attributable to controlling interests | $ 120,131 | 120,131 | ||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent | (201) | (201) | ||||||||||
Stock Issued During Period, Shares, New Issues | 7,613,000 | |||||||||||
Stock Issued During Period, Value, New Issues | (275,470) | $ (275,470) | $ (8) | $ (275,462) | $ (194,252) | $ (201,250) | $ (6,998) | |||||
Dividends declared on common stock | (106,006) | (95,720) | (10,286) | |||||||||
Dividends earned on preferred stock | $ (17,405) | (17,405) | ||||||||||
Redemption of operating partnership units, shares | 1,263,565 | |||||||||||
Redemption of operating partnership units | $ 49,547 | 1 | 49,546 | |||||||||
Stock Redeemed or Called During Period, Value | $ (351,250) | (351,250) | (12,495) | (12,495) | ||||||||
Issuance of stock awards, shares | 227,430 | |||||||||||
Issuance of stock awards | $ 810 | 810 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 478,733 | |||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 10,593 | 1 | 10,592 | |||||||||
Retirement and forfeiture of stock awards, shares | (111,897) | |||||||||||
Retirement and forfeiture of stock awards | $ (2,324) | (2,324) | ||||||||||
Amortization of deferred compensation costs | 5,046 | 5,046 | ||||||||||
Adjustments to redeemable noncontrolling interests – operating partnership | (141,947) | (141,947) | ||||||||||
Balance at Sep. 30, 2016 | $ 993,129 | $ 201,250 | $ 76 | $ 792,004 | $ 0 | $ (201) | ||||||
Balance, shares at Sep. 30, 2016 | 75,576,481 |
Consolidated Statement of Partn
Consolidated Statement of Partners' Capital - 9 months ended Sep. 30, 2016 - USD ($) $ in Thousands | Total | Common Stock [Member] | PreferredStock/Units [Member] | DuPont Fabros Technology, L.P. [Member] | DuPont Fabros Technology, L.P. [Member]Common Stock [Member] | DuPont Fabros Technology, L.P. [Member]PreferredStock/Units [Member] | DuPont Fabros Technology, L.P. [Member]Limited Partners' Capital - Preferred [Member] | DuPont Fabros Technology, L.P. [Member]Limited Partners' Capital - Preferred [Member]PreferredStock/Units [Member] | DuPont Fabros Technology, L.P. [Member]Limited Partners' Capital - Common [Member] | DuPont Fabros Technology, L.P. [Member]Limited Partners' Capital - Common [Member]Common Stock [Member] | DuPont Fabros Technology, L.P. [Member]Limited Partners' Capital - Common [Member]PreferredStock/Units [Member] | DuPont Fabros Technology, L.P. [Member]General Partner's Capital [Member] |
Balance at Dec. 31, 2015 | $ 952,198 | $ 351,250 | $ 594,927 | $ 6,021 | ||||||||
Balance, units at Dec. 31, 2015 | 65,443,277 | 662,373 | ||||||||||
Net income | $ 138,220 | 138,220 | $ 137,009 | $ 1,211 | ||||||||
Foreign currency translation adjustments | (241) | (241) | (239) | (2) | ||||||||
Issuance of OP units for common stock offering, net, shares | 7,613,000 | |||||||||||
Issuance of OP units for common stock offering, net, value | $ (275,470) | $ (275,470) | $ (194,252) | $ (201,250) | $ (275,470) | $ (6,998) | ||||||
Common unit distributions | (125,982) | (125,048) | (934) | |||||||||
Preferred unit distributions | $ 17,405 | $ 17,252 | 153 | |||||||||
Redemption of operating partnership units, shares | 1,263,565 | 1,263,565 | 1,263,565 | |||||||||
Redemption of operating partnership units | $ 49,547 | $ 1 | $ 49,547 | $ 49,547 | ||||||||
Redemption of OP units for preferred stock, value | (351,250) | $ (351,250) | (351,250) | (351,250) | ||||||||
Issuance of OP units for stock awards, units | 227,430 | |||||||||||
Issuance of OP units for stock awards | 810 | $ 810 | ||||||||||
Issuance of OP units due to option exercises | 478,733 | |||||||||||
Partners' Capital Account, Option Exercise | 10,593 | $ 10,593 | ||||||||||
Retirement and forfeiture of OP units, units | (111,897) | |||||||||||
Retirement and forfeiture of OP units | (2,324) | $ (2,324) | ||||||||||
Amortization of deferred compensation costs | $ 5,046 | 5,046 | 5,046 | |||||||||
Adjustments to redeemable partnership units | (140,020) | (140,780) | 760 | |||||||||
Balance at Sep. 30, 2016 | $ 988,914 | $ 201,250 | $ 780,761 | $ 6,903 | ||||||||
Balance, units at Sep. 30, 2016 | 74,914,108 | 662,373 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flow from operating activities | ||
Net income | $ 138,220 | $ 87,867 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation and amortization | 79,659 | 77,645 |
Gain (Loss) on Sale of Properties | (22,833) | 0 |
Write off of Deferred Debt Issuance Cost | 1,232 | 0 |
Straight line rent | (1,174) | 13,410 |
Amortization of Deferred financing costs | 2,780 | 2,240 |
Amortization of lease contracts above and below market value | (320) | (763) |
Compensation paid with Company common shares | 4,871 | 7,990 |
Changes in operating assets and liabilities | ||
Rents and other receivables | (3,203) | (492) |
Deferred costs | (3,649) | (2,045) |
Prepaid expenses and other assets | (2,051) | 1,741 |
Accounts payable and accrued liabilities | (1,139) | 3,407 |
Accrued interest payable | (5,622) | (4,136) |
Prepaid rents and other liabilities | 11,095 | 4,526 |
Net cash provided by operating activities | 197,866 | 191,390 |
Cash flow from investing activities | ||
Proceeds from Sale of Property, Plant, and Equipment | 123,545 | 0 |
Investments in real estate – development | (179,799) | (154,165) |
Payments to Acquire Real Estate | (53,105) | 0 |
Land acquisition costs - related party | (20,168) | (8,600) |
Interest capitalized for real estate under development | (7,765) | (8,557) |
Improvements to real estate | (3,972) | (2,433) |
Additions to non-real estate property | (1,012) | (622) |
Net cash used in investing activities | (142,276) | (174,377) |
Line of credit: | ||
Proceeds | 60,000 | 120,000 |
Repayments of Lines of Credit | (60,000) | (180,000) |
Mortgage notes payable: | ||
Repayments of Secured Debt | (2,500) | 0 |
Notes Payable [Abstract] | ||
Proceeds from Unsecured Notes Payable | 0 | 248,012 |
Payments of Financing Costs | (5,625) | (4,730) |
Proceeds from Issuance of Common Stock | 275,470 | 0 |
Proceeds from Issuance of Redeemable Preferred Stock | 194,252 | 0 |
Payments for Repurchase of Redeemable Preferred Stock | (351,250) | 0 |
Equity compensation (payments) proceeds | 8,269 | (7,611) |
Payments for Repurchase of Common Stock | 0 | (31,912) |
Dividends and distributions: | ||
Common shares | (101,555) | (82,665) |
Preferred shares | (21,490) | (20,433) |
Redeemable noncontrolling interests – operating partnership | (20,570) | (19,436) |
Net cash provided by financing activities | (24,999) | 21,225 |
Net increase (decrease) in cash and cash equivalents | 30,591 | 38,238 |
Cash and cash equivalents, beginning | 31,230 | 29,598 |
Cash and cash equivalents, ending | 61,821 | 67,836 |
Supplemental information: | ||
Cash paid for interest | 48,537 | 41,735 |
Deferred financing costs capitalized for real estate under development | 445 | 584 |
Construction costs payable capitalized for real estate under development | 46,549 | 21,534 |
Redemption of operating partnership units | 49,547 | 598 |
Adjustments to redeemable noncontrolling interests – operating partnership | 141,947 | (106,959) |
DuPont Fabros Technology, L.P. [Member] | ||
Cash flow from operating activities | ||
Net income | 138,220 | 87,867 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation and amortization | 79,659 | 77,645 |
Gain (Loss) on Sale of Properties | (22,833) | 0 |
Write off of Deferred Debt Issuance Cost | 1,232 | 0 |
Straight line rent | (1,174) | 13,410 |
Amortization of Deferred financing costs | 2,780 | 2,240 |
Amortization of lease contracts above and below market value | (320) | (763) |
Compensation paid with Company common shares | 4,871 | 7,990 |
Changes in operating assets and liabilities | ||
Rents and other receivables | (3,203) | (492) |
Deferred costs | (3,649) | (2,045) |
Prepaid expenses and other assets | (2,051) | 1,741 |
Accounts payable and accrued liabilities | (1,139) | 3,407 |
Accrued interest payable | (5,622) | (4,136) |
Prepaid rents and other liabilities | 11,095 | 4,526 |
Net cash provided by operating activities | 197,866 | 191,390 |
Cash flow from investing activities | ||
Proceeds from Sale of Property, Plant, and Equipment | 123,545 | 0 |
Investments in real estate – development | (179,799) | (154,165) |
Payments to Acquire Real Estate | (53,105) | 0 |
Land acquisition costs - related party | (20,168) | (8,600) |
Interest capitalized for real estate under development | 7,765 | 8,557 |
Improvements to real estate | (3,972) | (2,433) |
Additions to non-real estate property | (1,012) | (622) |
Net cash used in investing activities | (142,276) | (174,377) |
Line of credit: | ||
Proceeds | 60,000 | 120,000 |
Repayments of Lines of Credit | (60,000) | (180,000) |
Mortgage notes payable: | ||
Repayments of Secured Debt | (2,500) | 0 |
Notes Payable [Abstract] | ||
Proceeds from Unsecured Notes Payable | 0 | 248,012 |
Payments of Financing Costs | (5,625) | (4,730) |
Proceeds from Issuance of Common Stock | 275,470 | 0 |
Proceeds from Issuance of Redeemable Preferred Stock | 194,252 | 0 |
Payments for Repurchase of Redeemable Preferred Stock | (351,250) | 0 |
Equity compensation (payments) proceeds | 8,269 | (7,611) |
Payments for Repurchase of Common Stock | 0 | (31,912) |
Distributions | (143,615) | (122,534) |
Dividends and distributions: | ||
Net cash provided by financing activities | (24,999) | 21,225 |
Net increase (decrease) in cash and cash equivalents | 30,591 | 38,238 |
Cash and cash equivalents, beginning | 27,015 | 25,380 |
Cash and cash equivalents, ending | 57,606 | 63,618 |
Supplemental information: | ||
Cash paid for interest | 48,537 | 41,735 |
Deferred financing costs capitalized for real estate under development | 445 | 584 |
Construction costs payable capitalized for real estate under development | 46,549 | 21,534 |
Redemption of operating partnership units | 49,547 | 598 |
Adjustments to redeemable noncontrolling interests – operating partnership | $ 140,020 | $ (113,486) |
1. Description of Business
1. Description of Business | 9 Months Ended |
Sep. 30, 2016 | |
Description of Business [Abstract] | |
Nature of Operations [Text Block] | Description of Business DuPont Fabros Technology, Inc., or 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, 2016 , owned 84.5% of the common economic interest in the Operating Partnership, of which 0.9% 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, 2016 , we held a fee simple interest in the following properties: • 11 operating data centers – ACC2, ACC3, ACC4, ACC5, ACC6, ACC7 Phases I-III, VA3, VA4, CH1, CH2 Phases I-III, and SC1 Phases I-II; • Five data center projects under development – ACC7 Phase IV, ACC9 Phases I and II, CH2 Phase IV, and SC1 Phase III (formerly referred to as SC2); • land that may be used to develop additional data centers – ACC8, ACC10, ACC11, CH3, OR1 and OR2; and • a shell building and associated land to develop TOR1. In October 2016, w e placed ACC7 Phase IV into service. |
2. Significant Accounting Polic
2. Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
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, 2016 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, through its wholly-owned subsidiaries, 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 sole 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, retained earnings and accumulated other comprehensive income (loss). 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, 2016 was 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, 2016 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, 2015 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 to seven years . Depreciation expense was $26.4 million and $25.3 million for the three months ended September 30, 2016 and 2015, respectively, and $76.4 million and $73.4 million for the nine months ended September 30, 2016 and 2015 , respectively. Repairs and maintenance costs are expensed as incurred. We review each of our properties for indicators of impairment. Examples of such indicators may include a significant decrease in the market price of the property, a significant adverse change in the extent or manner in which the property is being used in its physical condition, a significant adverse change in legal factors or in the business climate that could affect the value of a property, including an adverse action or assessment by a regulator, an accumulation of costs significantly in excess of the amount originally expected for the development of a property, a history of operating or cash flow losses of the property or a current expectation that, more likely than not, a property will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. When such impairment indicators exist, we review an estimate of the future undiscounted net cash flows expected to result from the real estate investment’s use and eventual disposition and compare that estimate to the carrying value of the property. We assess the recoverability of the carrying value of our assets on a property-by-property basis. We consider factors such as future operating income, trends and prospects, as well as the effects of leasing demand, competition, potential sales proceeds and other factors. If our undiscounted cash flow evaluation indicates that we are unable to recover the carrying value of a real estate investment, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property. No impairment losses were recorded during the nine months ended September 30, 2016 and 2015 . We classify a data center property as held-for-sale when it meets the necessary criteria, which include when we commit to and actively embark on a plan to sell the asset, the sale is expected to be completed within one year under terms usual and customary for such sales, and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Data center properties held-for-sale are carried at the lower of cost or fair value less costs to sell. As of September 30, 2016 and December 31, 2015 , we did not have any properties classified as held-for-sale. 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. Balances of financing costs for our unsecured revolving credit facility, or Unsecured Credit Facility, net of accumulated amortization, which are presented within deferred costs, net in our accompanying consolidated balance sheets at September 30, 2016 and December 31, 2015 were as follows (in thousands): Financing costs presented within deferred costs, net September 30, December 31, Financing costs $ 12,095 $ 8,198 Accumulated amortization (5,963 ) (4,969 ) Financing costs, net $ 6,132 $ 3,229 Balances of financing costs for our other recognized debt liabilities, net of accumulated amortization, which are presented as a reduction of each of the respective recognized debt liabilities in our accompanying consolidated balance sheets at September 30, 2016 and December 31, 2015 were as follows (in thousands): Financing costs presented as a reduction of debt liability balances September 30, December 31, Financing costs $ 20,423 $ 20,531 Accumulated amortization (7,235 ) (5,618 ) Financing costs, net $ 13,188 $ 14,913 On July 25, 2016, we amended and restated our Unsecured Credit Facility and Unsecured Term Loan, which resulted in a loss on early extinguishment of debt of $1.2 million in the third quarter of 2016. Leasing costs, which consist of external fees and costs incurred in the successful negotiation of leases, internal costs expended in the successful negotiation of leases and 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 applicable leases on a straight-line basis. If an applicable lease terminates prior to the expiration of its initial term, the carrying amount of the leasing 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 former customer in bankruptcy whose leases with us were rejected effective July 1, 2015 pursuant to an order issued by the bankruptcy court. Leasing costs incurred for the three and nine months ended September 30, 2016 and 2015 were as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 Leasing costs incurred for new leases $ 183 $ 5 $ 3,453 $ 889 Leasing costs incurred for renewals — 9 195 1,156 Total leasing costs incurred $ 183 $ 14 $ 3,648 $ 2,045 Amortization of deferred leasing costs totaled $1.0 million for each of the three months ended September 30, 2016 and 2015 and $3.1 million and $3.9 million for the nine months ended September 30, 2016 and 2015 , respectively. Balances, net of accumulated amortization, at September 30, 2016 and December 31, 2015 were as follows (in thousands): September 30, December 31, Leasing costs $ 53,313 $ 50,503 Accumulated amortization (32,693 ) (29,958 ) Leasing costs, net $ 20,620 $ 20,545 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, 2016 and December 31, 2015 , the fuel inventory was $4.2 million and $4.5 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 lease, 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 cash payments to customers, are amortized as a reduction of rental income over the non-cancellable lease term. Lease inducements are included in prepaid expenses and other assets in the accompanying consolidated balance sheets. 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. Balances, net of accumulated amortization, at September 30, 2016 and December 31, 2015 were as follows (in thousands): September 30, December 31, Lease contracts above market value $ 20,500 $ 20,500 Accumulated amortization (15,139 ) (14,471 ) Lease contracts above market value, net $ 5,361 $ 6,029 Lease contracts below market value $ 24,175 $ 24,175 Accumulated amortization (21,031 ) (20,043 ) Lease contracts below market value, net $ 3,144 $ 4,132 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, 2016 and December 31, 2015 , we had a note receivable from a former customer in bankruptcy of $6.5 million , which is recorded within rents and other receivables, net in our accompanying consolidated balance sheets. As of September 30, 2016 and December 31, 2015 , we had a reserve of $5.1 million , including interest applied to principal, leaving a net balance of $1.4 million as of September 30, 2016 and December 31, 2015 . 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 leases and are recorded as deferred rent in the accompanying consolidated balance sheets. As of September 30, 2016 and December 31, 2015 , we had reserves against deferred rent of $0 and $0.1 million , respectively. Our 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. The majority of our customer 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, circuit 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 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, 2016 (dollars in thousands): OP Units Number Amount Balance at December 31, 2015 15,073,563 $ 479,189 Net income attributable to redeemable noncontrolling interests – operating partnership 18,089 Other comprehensive loss attributable to redeemable noncontrolling interests – operating partnership - foreign currency translation adjustments (40 ) Distributions declared (19,976 ) Redemption of operating partnership units (1,263,565 ) (49,547 ) Adjustments to redeemable noncontrolling interests – operating partnership 141,947 Balance at September 30, 2016 13,809,998 $ 569,662 The following is a summary of activity for redeemable partnership units for the nine months ended September 30, 2016 (dollars in thousands): OP Units Number Amount Balance at December 31, 2015 15,073,563 $ 479,189 Redemption of operating partnership units (1,263,565 ) (49,547 ) Adjustments to redeemable partnership units — 140,020 Balance at September 30, 2016 13,809,998 $ 569,662 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, 2016 and 2015 (dollars in thousands): Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 Net income attributable to controlling interests $ 35,822 $ 25,873 $ 120,131 $ 74,966 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 85,557 53,091 (92,400 ) 107,557 $ 121,379 $ 78,964 $ 27,731 $ 182,523 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 periodically award stock-based compensation to employees and members of our Board of Directors in the form of common stock, restricted common stock, options and performance units. For each common 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. Foreign Currency The U.S. dollar is the functional currency of our consolidated operations in the United States. The functional currency of our consolidated entities outside of the United States is the principal currency of the economic environment in which the entity primarily generates and expends cash. We translate the financial statements of consolidated entities whose functional currency is not the U.S. dollar into U.S. dollars. We translate assets and liabilities at the exchange rate in effect as of the financial statement date and translate income statement accounts using the weighted average exchange rate for the period. We include foreign currency translation adjustments and the effect of exchange rate changes on intercompany transactions of a long-term investment nature as a separate component of stockholders' equity or partners' capital. We report gains and losses from the effect of rate changes on intercompany receivables and payables that are not of a long-term investment nature, as well as gains and losses from remeasuring U.S. dollar transactions for non-U.S. functional currency entities, in other expenses on our consolidated statements of operations. For the three and nine months ended September 30, 2016, we had less than $0.1 million of foreign currency transaction losses. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update No. 2014-09 - Revenue from Contracts with Customers (Topic 606). 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 although the standard does not apply to leases, we have assessed the impact on our financial position and results of operations. The standard will change our method of recognizing revenue on service and installation contracts included in other revenue in the accompanying consolidated statements of operations from the completed contract method to a method that recognizes revenue over the course of the contract based on the goods or services transferred to date relative to the remaining goods or services promised under the contract. We expect that the result of this change will have an immaterial effect on our financial position or results of operations. We currently do not believe the standard will have a material impact on how we recognize revenues from our recoveries from tenants in the accompanying consolidated statement of operations. In August 2014, the FASB issued Accounting Standards Update No. 2014-15 - Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. Under this guidance, management will be required to perform a going concern evaluation similar to the auditor's evaluation required by standards issued by the Public Company Accounting Oversight Board and the American Institute of Certified Public Accountants. This evaluation will be required for both annual and interim reporting periods. We will be required to apply the new standard in the fourth quarter of 2016 and do not believe that the new standard will have a material effect on our financial position or results of operations. In February 2016, the FASB issued Accounting Standards Update No. 2016-02 - Leases (Topic 842). We will be required to apply the new standard in the first quarter of 2019. The standard does not fundamentally change the lessor accounting model, and we do not believe that the new standard will have a material impact on our financial position or results of operations. In June 2016, the FASB issued Accounting Standards Update No. 2016-03 - Financial Instruments - Credit Losses (Topic 326). Under this guidance, a company will be required to use a new forward-looking "expected loss" model for trade and other receivables that generally will result in the earlier recognition of allowances for losses. We will be required to apply the new standard in the first quarter of 2020 and do not believe that the new standard will have a material effect on our financial position or results of operations. Recently Adopted Accounting Pronouncements In February 2015, the FASB issued Accounting Standards Update No. 2015-02 - Consolidation: Amendments to the Consolidation Analysis, which amends the criteria for determining variable interest entities (“VIEs”), amends the criteria for determining if a service provider possesses a variable interest in a VIE, and eliminates the presumption that a general partner should consolidate a limited partnership. The guidance was effective in the first quarter of 2016. We adopted this standard as of January 1, 2016, and there was no material effect on our financial position or results of operations. In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The new guidance affects two areas of our accounting. First, the guidance increases the amount an employer can withhold to cover income taxes on awards and still qualify for the exception to liability classification for shares used to satisfy the employer's statutory income tax withholding obligation. An employer will be allowed to withhold shares up to the amount of tax potentially owed using the maximum statutory tax rate in each jurisdiction. Second, companies now have the ability to make a policy election to account for forfeitures as they occur versus recording a forfeiture estimate. We early-adopted this standard as of January 1, 2016. We elected to account for forfeitures as they occur versus recording a forfeiture estimate. Per the guidance, we used a modified retrospective transition method of adoption, with a cumulative effect adjustment to accumulated deficit on our consolidated balance sheet as December 31, 2015 totaling less than $0.1 million (see below). Change in Accounting Principle As required by the new share-based payment accounting guidance issued in March 2016, described above, we made a cumulative-effect adjustment to accumulated deficit to eliminate the forfeiture estimate recorded as of December 31, 2015, with a corresponding adjustment to additional paid in capital. The following table presents the prior period amounts that have been impacted by the new guidance and retrospectively adjusted on the consolidated balance sheet as of December 31, 2015 for DFT (dollars in thousands): As of December 31, 2015 As Previously Reported Impact of Change in Accounting Principle As Adjusted and Currently Reported Additional paid in capital $ 684,968 74 $ 685,042 Accumulated deficit (79,871 ) (74 ) (79,945 ) Because the consolidated balance sheet for the Operating Partnership includes capital accounts for the general partner and the limited partners, which each include a combination of partner capital and retained earnings (accumulated deficit), there was no adjustment required for the consolidated balance sheet for the Operating Partnership as of December 31, 2015. |
3. Real Estate Assets
3. Real Estate Assets | 9 Months Ended |
Sep. 30, 2016 | |
Real Estate [Abstract] | |
Real Estate Disclosure [Text Block] | Real Estate Assets The following is a summary of our properties as of September 30, 2016 (dollars in thousands): Property Location Land Buildings and Improvements Construction in Progress and Land Held for Development Total Cost ACC2 Ashburn, VA $ 2,500 $ 156,459 $ 158,959 ACC3 Ashburn, VA 1,071 96,080 97,151 ACC4 Ashburn, VA 6,600 538,652 545,252 ACC5 Ashburn, VA 6,443 299,016 305,459 ACC6 Ashburn, VA 5,518 216,697 222,215 ACC7 Phases I-III Ashburn, VA 7,663 265,034 272,697 VA3 Reston, VA 9,000 179,498 188,498 VA4 Bristow, VA 6,800 149,553 156,353 CH1 Elk Grove Village, IL 23,611 359,156 382,767 CH2 Phases I-III Elk Grove Village, IL 13,775 249,181 262,956 SC1 Phases I-II Santa Clara, CA 20,202 433,084 453,286 103,183 2,942,410 — 3,045,593 Construction in progress and land held for development (1) 282,184 282,184 $ 103,183 $ 2,942,410 $ 282,184 $ 3,327,777 (1) Properties located in Ashburn, VA (ACC7 Phase IV, ACC8, ACC9, ACC10, and ACC11), Elk Grove Village, IL (CH2 Phase IV and CH3), Santa Clara, CA (SC1 Phase III, formerly referred to as SC2), Hillsboro, OR (OR1 and OR2) and Vaughan, ON (TOR1). In February 2016, we acquired two parcels of undeveloped land in Ashburn, Virginia from entities controlled by our Chairman of the Board and our former CEO. One parcel is a 35.4 acre site that we purchased for $15.6 million , which we are using for the current development of our ACC9 data center facility and the future development of a data center to be known as ACC10. The managers of the entity that sold us this site are a limited liability company owned solely by our Chairman of the Board, which also owns approximately 7% of the seller, and a limited liability company owned solely by our former CEO, which also owns approximately 1% of the seller. The other parcel is an 8.6 acre site that we purchased for $4.6 million . This parcel is being held for the future development of either a powered base shell or build-to-suit data center to be known as ACC11. O ur Chairman of the Board and our former CEO are the managers of the limited liability company that manages the entity that sold us this site. Our Chairman of the Board directly and indirectly owns approximately 23% of the seller, and our former CEO 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 owned this site. In June 2016, we completed the sale of our NJ1 data center for a gross purchase price of $125.0 million . In July 2016, we completed the acquisition of a 46.7 acre parcel of land in Hillsboro, Oregon for a purchase price of $11.2 million . This acquisition was treated as an asset purchase under GAAP. We are holding this parcel of land for future development in connection with our expansion plans. In July 2016, we entered into an agreement to acquire a 20.6 acre parcel of land in the Greater Toronto Area of Ontario, Canada for a purchase price of $12.9 million CAD (approximately $10.0 million USD). In September 2016, we completed the acquisition of a shell building and associated land in Vaughan, Ontario for a purchase price of $54.3 million CAD ( $41.6 million USD). This acquisition was treated as an asset purchase under GAAP. We are holding this parcel of land and shell building for future development in connection with our expansion plans. In October 2016, w e placed ACC7 Phase IV into service. |
4. Debt
4. Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Debt Debt Summary as of September 30, 2016 and December 31, 2015 ($ in thousands) September 30, 2016 December 31, 2015 Amounts (1) % of Total Rates Maturities (years) Amounts Secured $ 112,500 9 % 2.1 % 1.5 $ 115,000 Unsecured 1,100,000 91 % 4.9 % 5.4 1,100,000 Total $ 1,212,500 100 % 4.7 % 5.1 $ 1,215,000 Fixed Rate Debt: Unsecured Notes due 2021 $ 600,000 49 % 5.9 % 5.0 $ 600,000 Unsecured Notes due 2023 (2) 250,000 21 % 5.6 % 6.7 250,000 Fixed Rate Debt $ 850,000 70 % 5.8 % 5.5 $ 850,000 Floating Rate Debt: Unsecured Credit Facility — — % — % 3.8 — Unsecured Term Loan 250,000 21 % 2.0 % 5.3 250,000 ACC3 Term Loan 112,500 9 % 2.1 % 1.5 115,000 Floating Rate Debt 362,500 30 % 2.0 % 4.1 365,000 Total $ 1,212,500 100 % 4.7 % 5.1 $ 1,215,000 (1) Principal amounts exclude deferred financing costs. (2) Principal amount excludes original issue discount of $1.7 million . Outstanding Indebtedness Unsecured Credit Facility and Unsecured Term Loan On July 25, 2016, we entered into an amended and restated credit agreement with a syndicate of banks (the "Amended and Restated Credit Agreement") that includes the following: • an unsecured revolving credit facility with a total commitment of $750 million (the "Unsecured Credit Facility"); and • an unsecured term loan facility, which has a total commitment and amount outstanding of $250 million (the ("Unsecured Term Loan"). At our option, we may increase the total commitment under the Unsecured Credit Facility and the Unsecured Term Loan to $1.25 billion , if one or more lenders commit to being a lender for the additional amount and certain other customary conditions are met. Prior to July 25, 2016, the Unsecured Credit Facility and the Unsecured Term Loan were outstanding under separate credit agreements. The obligations under the Amended and Restated Credit Agreement are 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. Prior to July 25, 2016, the separate credit agreements that governed the Unsecured Credit Facility and the Unsecured Term Loan provided for substantially the same guarantees as the Amended and Restated Credit Agreement. We may prepay the Unsecured Credit Facility and Unsecured Term Loan at any time, in whole or in part, without penalty or premium. The Amended and Restated Credit Agreement 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, subject to an increase up to 65% following a material acquisition; • net operating income generated from unencumbered properties divided by the amount of unsecured debt (net of unrestricted cash and cash equivalents) being not less than 12.5% , subject to a decrease to not less than 10% following a material acquisition; • total indebtedness not exceeding 60% of gross asset value, subject to an increase up to 65% following a material acquisition; • fixed charge coverage ratio being not less than 1.70 to 1.00 ; and • tangible net worth being not less than $2.3 billion plus 75% of the sum of (i) net equity offering proceeds after July 25, 2016 (but excluding such net offering proceeds that are used within ninety (90) days following the consummation of the applicable equity offering for permitted equity redemptions) and (ii) the value of equity interests issued in connection with a contribution of assets to the Borrower or its subsidiaries; and • until an investment grade unsecured debt credit rating has been achieved, unhedged variable rate debt not exceeding 30% of gross asset value. The Amended and Restated Credit Agreement 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 Unsecured Credit Facility and the Unsecured Term Loan as of September 30, 2016 . The Unsecured Credit Facility matures on July 25, 2020 . We may elect to have borrowings under the Unsecured Credit 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 Unsecured Credit 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 Unsecured Credit 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 0.85 % 0.00 % Level 2 Greater than or equal to BBB+ by S&P or Baa1 by Moody’s 0.90 % 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 1.20 % 0.20 % Level 5 Less than BBB- by S&P or Baa3 by Moody’s 1.55 % 0.55 % Following the receipt of such investment grade rating, the terms of the Unsecured Credit Facility provide for the adjustment of the applicable margin from time to time according to the rating then in effect. The amount available for borrowings under the Unsecured Credit 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 Unsecured Credit Facility may be used for letters of credit. As of September 30, 2016 , we had no letters of credit outstanding and no borrowings outstanding under this Unsecured Credit Facility. The Unsecured Term Loan matures on January 21, 2022 . 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. ACC3 Term Loan We have a $112.5 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 ACC3 Term Loan as of September 30, 2016 . Unsecured Notes due 2021 On September 24, 2013 , the Operating Partnership completed the sale of $600 million of 5.875% senior unsecured notes due 2021, which we refer to as 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 and SC1 data centers (collectively, the “Subsidiary Guarantors”), but excluding the subsidiaries that own the ACC3, ACC7, ACC9 and CH2 data centers, the ACC8, ACC10, ACC11, CH3, OR1 and OR2 parcels of land, the TOR1 shell building and 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. The Unsecured Notes due 2021 may be redeemed at the Operating Partnership's option, in whole or in part, at any time, 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 the ability of or prohibiting 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, 2016 . Unsecured Notes due 2023 On June 9, 2015 , the Operating Partnership completed the sale of $250 million of 5.625% senior unsecured notes due 2023, which we refer to as the Unsecured Notes due 2023. The Unsecured Notes due 2023 were issued at 99.205% of par 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. 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 guarantee 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, 2016 . A summary of our debt maturity schedule as of September 30, 2016 is as follows: Debt Maturity as of September 30, 2016 ($ in thousands) Year Fixed Rate (1) Floating Rate (1) Total (1) % of Total Rates 2016 $ — $ 1,250 (4) $ 1,250 0.1 % 2.1 % 2017 — 8,750 (4) 8,750 0.7 % 2.1 % 2018 — 102,500 (4) 102,500 8.5 % 2.1 % 2019 — — — — % — % 2020 — — — — % — % 2021 600,000 (2) — 600,000 49.5 % 5.9 % 2022 — 250,000 (5) 250,000 20.6 % 2.0 % 2023 250,000 (3) — 250,000 20.6 % 5.6 % Total $ 850,000 $ 362,500 $ 1,212,500 100.0 % 4.7 % (1) Principal amounts exclude deferred financing costs. (2) The 5.875% Unsecured Notes due 2021 mature on September 15, 2021 . (3) The 5.625% Unsecured Notes due 2023 mature on June 15, 2023 . Principal amount excludes original issue discount of $1.7 million as of September 30, 2016 . (4) The ACC3 Term Loan matures on March 27, 2018 with no extension option. Quarterly principal payments of $1.25 million began on April 1, 2016 , increase to $2.5 million on April 1, 2017 and continue through maturity. (5) The Unsecured Term Loan matures on January 21, 2022 with no extension option. |
5. Commitments and Contingencie
5. Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
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 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 ACC7 Phases III-IV, CH2 Phases III-IV, ACC9 Phases I-II, SC1 Phase III and CH3 Phase I data centers were in place as of September 30, 2016 . These contracts are cost-plus in nature whereby the contract sum is the aggregate of the contractor's cost to perform the work and to purchase the equipment 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, 2016 , the control estimates were as follows for our projects under development: • ACC7 Phase III: $62.6 million , of which $62.6 million has been incurred, and there are currently no additional commitments under this contract. • ACC7 Phase IV: $33.3 million , of which $30.3 million has been incurred, and an additional $1.6 million has been committed under this contract. • CH2 Phase III: $54.2 million , of which $54.0 million has been incurred, and an additional $0.1 million has been committed under this contract. • CH2 Phase IV: $4.7 million , of which $4.0 million has been incurred, and an additional $0.4 million has been committed under this contract. • ACC9 Phase I: $168.4 million , of which $46.9 million has been incurred, and an additional $51.0 million has been committed under this contract. • ACC9 Phase II: $63.9 million , of which none has been incurred, and there are currently no additional commitments under this contract. • SC1 Phase III: $149.0 million , of which $55.1 million has been incurred, and an additional $26.7 million has been committed under this contract. • CH3 Phase I: $1.7 million , of which $0.6 million has been incurred, and an additional $0.9 million has been committed under this contract. In July 2016, we entered into an agreement to acquire a 20.6 acre parcel of land in the Greater Toronto Area of Ontario, Canada for a purchase price of $12.9 million CAD (approximately $10.0 million USD). 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 our 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, 2016 without triggering the tax protection provisions is approximately 90% of the initial built in gain of $667 million (unaudited), or $600 million (unaudited). This percentage increases each year by 10% , accumulating to 100% in 2017. As of September 30, 2016 , none of the tax protection provisions have been triggered and no liability has been recorded on our consolidated balance sheets. If, as of January 1, 2016, the tax protection provisions were triggered, we would not be liable for protection on the taxes related to the 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, 2016 | |
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, 2016 and December 31, 2015 was $569.7 million and $479.2 million , respectively, based on the closing share price of DFT’s common stock of $41.25 and $31.79 , 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, 2016 , OP unitholders redeemed a total of 1,263,565 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, 2016 | |
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, or 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 2016 , DFT declared and paid a cash dividend on its Series A Preferred Stock, of which the OP paid an equivalent distribution on its preferred units of: • $0.4921875 per share payable to stockholders of record as of April 1, 2016 . This dividend was paid on April 15, 2016 . On May 27, 2016 , DFT redeemed 3,400,000 shares of its Series A Preferred Stock at a redemption price of $25 per share, plus accrued and unpaid dividends through the date of redemption. On June 9, 2016 , DFT redeemed the remaining 4,000,000 shares of its Series A Preferred Stock at a redemption price of $25 per share, plus accrued and unpaid dividends through the date of redemption. Accordingly, during the nine months ended September 30, 2016 , DFT wrote-off the original issuance costs related to the Series A preferred shares totaling $6.4 million . 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, or 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 2016 , DFT declared and paid the following cash dividends on its Series B Preferred Stock, of which the OP paid an equivalent distribution on its preferred units: • $0.4765625 per share payable to stockholders of record as of April 1, 2016 . This dividend was paid on April 15, 2016 . • $0.4765625 per share payable to stockholders of record as of July 1, 2016 . This dividend was paid on July 15, 2016 . On June 9, 2016 , DFT redeemed 2,650,000 shares of its Series B Preferred Stock at a redemption price of $25 per share, plus accrued and unpaid dividends through the date of redemption. On July 15, 2016 , DFT redeemed the remaining 4,000,000 shares of its Series B Preferred Stock at a redemption price of $25 per share, plus accrued and unpaid dividends through the date of redemption. Accordingly, during the nine months ended September 30, 2016 , DFT wrote-off the original issuance costs related to the Series B preferred shares totaling $6.1 million . Series C Preferred Stock In May 2016, DFT issued 8,050,000 shares of 6.625% Series C Cumulative Redeemable Perpetual Preferred Stock, or Series C Preferred Stock, for $201.3 million in an underwritten public offering that resulted in proceeds to the Company, net of underwriting discounts, commissions and other offering costs of $194.3 million . The liquidation preference on the Series C Preferred Stock is $25 per share and dividends are scheduled quarterly. For each share of Series C Preferred Stock issued by DFT, the Operating Partnership issued a preferred unit equivalent to DFT with the same terms. In 2016 , DFT declared the following cash dividends on its Series C Preferred Stock, of which the OP will pay or has paid an equivalent distribution on its preferred units: • $0.4094618 per share payable to stockholders of record as of August 1, 2016 . This dividend was paid on August 15, 2016 . • $0.4140625 per share payable to stockholders of record as of November 1, 2016 . This dividend is scheduled to be paid on November 15, 2016 . Except in instances relating to preservation of our qualification as a REIT or in connection with our special optional redemption right discussed below, our Series C Preferred Stock is not redeemable prior to May 15, 2021. On and after May 15, 2021, we may, at our option, redeem our Series C Preferred Stock, in whole, at any time, or in part, from time to time, for cash at a redemption price of $25 per share, plus any accrued and unpaid dividends (whether or not declared) to, but not including, the date of redemption. Upon the occurrence of a change of control, we have a special optional redemption right that enables us to redeem the Series C Preferred Stock within 120 days after the first date on which a change of control has occurred resulting in neither DFT nor the surviving entity having a class of common shares listed on the NYSE, NYSE MKT, or NASDAQ. For this special redemption right, the redemption price is $25 per share in cash, plus accrued and unpaid dividends (whether or not declared) to, but not including, the redemption date. Upon the occurrence of a change of control that results in neither DFT nor the surviving entity having a class of common shares listed on the NYSE, NYSE MKT, or NASDAQ, the holder will have the right (subject to our special optional redemption right to redeem the Series C Preferred Stock) to convert some or all of the Series C Preferred Stock into a number of shares of DFT's common stock equal to the lesser of (A) the quotient obtained by dividing (i) the sum of (x) $25 , plus (y) an amount equal to any accrued and unpaid dividends, whether or not declared to, but not including, the date of conversion (unless the date of conversion is after a record date for a Series C Preferred Stock dividend payment and prior to the corresponding Series C Preferred Stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this quotient), by (ii) the price of DFT's common stock, and (B) 1.1723 (the Share Cap), subject to certain adjustments and provisions for the receipt of alternative consideration of equivalent value. |
8. Stockholders Equity of the R
8. Stockholders Equity of the REIT and Partners Capital of the OP | 9 Months Ended |
Sep. 30, 2016 | |
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 March 2016, DFT completed a secondary underwritten public offering of 7,613,000 shares of common stock, at a public offering price of $37.75 per share. The total shares sold included 993,000 shares of common stock pursuant to the full exercise of the underwriters’ option to purchase additional shares of common stock. Net proceeds from the offering were approximately $275.5 million , after deducting the underwriting discount and other offering expenses, which DFT contributed to the Operating Partnership in exchange for OP units. In 2016 , DFT declared and paid the following cash dividends per share on its common stock, of which the OP paid equivalent distributions on OP units: • $0.47 per share payable to stockholders of record as of April 1, 2016 . This dividend was paid on April 15, 2016 . • $0.47 per share payable to stockholders of record as of July 1, 2016 . This dividend was paid on July 15, 2016 . • $0.47 per share payable to stockholders of record as of October 7, 2016 . This dividend was paid on October 17, 2016 . |
9. Equity Compensation Plan
9. Equity Compensation Plan | 9 Months Ended |
Sep. 30, 2016 | |
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, or 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, 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, 2016 , 3,908,491 share equivalents were issued under the 2011 Plan, and the maximum aggregate amount of share equivalents remaining available for future issuance was 2,391,509 . 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, 2015 349,142 $ 28.02 Granted 175,410 33.96 Vested (133,113 ) 26.02 Forfeited (47,958 ) 30.41 Unvested balance at September 30, 2016 343,481 $ 31.50 During the nine months ended September 30, 2016 , we issued 175,410 shares of restricted stock, which had an aggregate value of $6.0 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, 2016 , 133,113 shares of restricted stock vested at a value of $4.8 million on the respective vesting dates. As of September 30, 2016 , total unearned compensation on restricted stock was $7.5 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, 2016 , no options were granted to employees. The last grant of stock options occurred in 2013, and all stock option grants have fully vested. A summary of our stock option activity for the nine months ended September 30, 2016 is presented in the tables below. Number of Options Weighted Average Exercise Price Under option, December 31, 2015 1,230,212 $ 18.28 Granted — — Exercised (478,733 ) 22.12 Forfeited — — Under option, September 30, 2016 751,479 $ 15.83 Shares Subject to Option Total Unearned Compensation Weighted Average Remaining Contractual Term As of September 30, 2016 751,479 $ — 3.9 years The following table sets forth the number of unvested options as of September 30, 2016 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, 2015 38,771 $ 4.75 Granted — — Vested (38,771 ) 4.75 Forfeited — — Unvested balance at September 30, 2016 — $ — The following tables sets forth the number of exercisable options as of September 30, 2016 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, 2015 1,191,441 $ 5.41 Vested 38,771 4.75 Exercised (478,733 ) 6.46 Options Exercisable at September 30, 2016 751,479 $ 4.71 Exercisable Options Intrinsic Value Weighted Average Exercise Price Weighted Average Remaining Contractual Term As of September 30, 2016 751,479 $ 19.1 million $ 15.83 3.9 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 approximately 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, 2015 and 2016, 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, 2016 . Assumption Number of performance units granted 112,951 Expected volatility 24 % Expected annual dividend 5.98 % Risk-free rate 1.32 % Performance unit fair value at date of grant $ 38.08 Total grant fair value at date of grant $4.3 million Maximum value of grant on vesting date based on closing price of DFT's stock at the date of grant $10.7 million During the nine months ended September 30, 2016 , no performance units were forfeited. As of September 30, 2016 , total unearned compensation on 196,652 outstanding performance units was $4.3 million . For the performance units granted in 2013, based on DFT’s total stockholder return compared to the MSCI US REIT index return for the period from January 1, 2013 to January 1, 2016, 32,985 common shares were issued upon the vesting of these performance units on March 1, 2016, which equated to a 300% payout. 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. In connection with the departure of our former CEO in February 2015, 320,676 common shares were issued pursuant to the accelerated vesting of certain of his unvested performance units. $1.9 million was expensed during the first quarter of 2015 related to the accelerated vesting of these performance units. |
10. Earnings Per Share of the R
10. Earnings Per Share of the REIT | 9 Months Ended |
Sep. 30, 2016 | |
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 and net income attributable to common shares 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, 2016 2015 2016 2015 Basic and Diluted Shares Outstanding Weighted average common shares – basic 75,232,413 65,041,159 72,212,874 65,190,737 Effect of dilutive securities 863,581 520,732 859,253 728,239 Weighted average common shares – diluted 76,095,994 65,561,891 73,072,127 65,918,976 Calculation of Earnings per Share – Basic Net income attributable to common shares $ 28,524 $ 19,062 $ 90,231 $ 54,533 Net income allocated to unvested restricted shares (161 ) (142 ) (473 ) (435 ) Net income attributable to common shares, adjusted 28,363 18,920 89,758 54,098 Weighted average common shares – basic 75,232,413 65,041,159 72,212,874 65,190,737 Earnings per common share – basic $ 0.38 $ 0.29 $ 1.24 $ 0.83 Calculation of Earnings per Share – Diluted Net income attributable to common shares, adjusted $ 28,363 $ 18,920 $ 89,758 $ 54,098 Weighted average common shares – diluted 76,095,994 65,561,891 73,072,127 65,918,976 Earnings per common share – diluted $ 0.37 $ 0.29 $ 1.23 $ 0.82 The following table sets forth the number of 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, 2016 2015 2016 2015 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, 2016 | |
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 and net income attributable to common units used in the computation of earnings per unit (in thousands except for unit and per unit amounts): Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 Basic and Diluted Units Outstanding Weighted average common units – basic (includes redeemable partnership units and units of general and limited partners) 89,042,610 80,460,396 86,691,833 80,610,303 Effect of dilutive securities 863,581 520,732 859,253 728,239 Weighted average common units – diluted 89,906,191 80,981,128 87,551,086 81,338,542 Calculation of Earnings per Unit – Basic Net income attributable to common units $ 33,668 $ 23,582 $ 108,320 $ 67,434 Net income allocated to unvested restricted units (161 ) (142 ) (473 ) (435 ) Net income attributable to common units, adjusted 33,507 23,440 107,847 66,999 Weighted average common units – basic 89,042,610 80,460,396 86,691,833 80,610,303 Earnings per common unit – basic $ 0.38 $ 0.29 $ 1.24 $ 0.83 Calculation of Earnings per Unit – Diluted Net income attributable to common units, adjusted $ 33,507 $ 23,440 $ 107,847 $ 66,999 Weighted average common units – diluted 89,906,191 80,981,128 87,551,086 81,338,542 Earnings per common unit – diluted $ 0.37 $ 0.29 $ 1.23 $ 0.82 The following table sets forth the amount of 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, 2016 2015 2016 2015 Performance Units 0.1 0.1 0.1 0.1 |
12. Fair Value
12. Fair Value | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Fair Value Assets and Liabilities Measured at Fair Value The authoritative guidance issued by the FASB 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, 2016 : • 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 $1,210.8 million with a fair value of $1,252.5 million based on Level 2 and Level 3 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. The ACC3 Loan and the Unsecured Term Loan were valued based on Level 3 data which consisted of a one-month LIBOR swap rate coterminous with the maturity of each loan plus a spread 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, 2016 | |
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 the Operating Partnership’s subsidiaries, including the subsidiaries that own the ACC2, ACC4, ACC5, ACC6, VA3, VA4, CH1 and SC1 data centers (collectively, the “Subsidiary Guarantors”), but excluding the subsidiaries that own the ACC3, ACC7, ACC9 and CH2 data centers, the ACC8, ACC10, ACC11, CH3, OR1 and OR2 parcels of land, the TOR1 shell building and land, our taxable REIT subsidiary, DF Technical Services LLC and our property management subsidiary, DF Property Management LLC. The following consolidating financial information sets forth the financial position as of September 30, 2016 and December 31, 2015 and the results of operations and cash flows for the three and nine months ended September 30, 2016 and 2015 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, 2016 Operating Partnership Subsidiary Guarantors Subsidiary Non-Guarantors Eliminations Consolidated Total ASSETS Income producing property: Land $ — $ 80,673 $ 22,510 $ — $ 103,183 Buildings and improvements — 2,332,115 610,295 — 2,942,410 — 2,412,788 632,805 — 3,045,593 Less: accumulated depreciation — (584,601 ) (50,723 ) — (635,324 ) Net income producing property — 1,828,187 582,082 — 2,410,269 Construction in progress and land held for development — 63,945 218,239 — 282,184 Net real estate — 1,892,132 800,321 — 2,692,453 Cash and cash equivalents 53,150 — 4,456 — 57,606 Rents and other receivables 1,764 5,033 6,055 — 12,852 Deferred rent — 112,637 11,502 — 124,139 Lease contracts above market value, net — 5,361 — — 5,361 Deferred costs, net 6,132 12,424 8,196 — 26,752 Investment in affiliates 2,633,798 — — (2,633,798 ) — Prepaid expenses and other assets 3,907 29,659 7,856 — 41,422 Total assets $ 2,698,751 $ 2,057,246 $ 838,386 $ (2,633,798 ) $ 2,960,585 LIABILITIES AND PARTNERS’ CAPITAL Liabilities: Line of credit $ — $ — $ — $ — $ — Mortgage notes payable — — 111,875 — 111,875 Unsecured term loan 248,983 — — — 248,983 Unsecured notes payable 836,732 — — — 836,732 Accounts payable and accrued liabilities 4,335 19,844 7,492 — 31,671 Construction costs payable 57 21,906 24,586 — 46,549 Accrued interest payable 6,193 — 6 — 6,199 Distribution payable 43,678 — — — 43,678 Lease contracts below market value, net — 3,144 — — 3,144 Prepaid rents and other liabilities 197 57,517 15,464 — 73,178 Total liabilities 1,140,175 102,411 159,423 — 1,402,009 Redeemable partnership units 569,662 — — — 569,662 Commitments and contingencies — — — — — Limited Partners’ Capital: Series A cumulative redeemable perpetual preferred units, none issued and outstanding at September 30, 2016 — — — — — Series B cumulative redeemable perpetual preferred units, none issued and outstanding at September 30, 2016 — — — — — Series C cumulative redeemable perpetual preferred stock, 8,050,000 issued and outstanding at September 30, 2016 201,250 — — — 201,250 Common units, 74,914,108 issued and outstanding at September 30, 2016 780,761 1,954,835 678,963 (2,633,798 ) 780,761 General partner’s capital, 662,373 common units issued and outstanding at September 30, 2016 6,903 — — — 6,903 Total partners’ capital 988,914 1,954,835 678,963 (2,633,798 ) 988,914 Total liabilities & partners’ capital $ 2,698,751 $ 2,057,246 $ 838,386 $ (2,633,798 ) $ 2,960,585 DUPONT FABROS TECHNOLOGY, L.P. SUPPLEMENTAL CONSOLIDATING BALANCE SHEETS (in thousands except share data) December 31, 2015 Operating Partnership Subsidiary Guarantors Subsidiary Non-Guarantors Eliminations Consolidated Total ASSETS Income producing property: Land $ — $ 84,258 $ 9,945 $ — $ 94,203 Buildings and improvements — 2,399,016 337,920 — 2,736,936 — 2,483,274 347,865 — 2,831,139 Less: accumulated depreciation — (522,096 ) (38,741 ) — (560,837 ) Net income producing property — 1,961,178 309,124 — 2,270,302 Construction in progress and land held for development — 25,545 275,394 — 300,939 Net real estate — 1,986,723 584,518 — 2,571,241 Cash and cash equivalents 21,697 — 5,318 — 27,015 Rents and other receivables 1,391 7,563 634 — 9,588 Deferred rent — 122,830 6,111 — 128,941 Lease contracts above market value, net — 6,029 — — 6,029 Deferred costs, net 3,236 14,250 6,288 — 23,774 Investment in affiliates 2,546,465 — — (2,546,465 ) — Prepaid expenses and other assets 3,025 39,642 2,022 — 44,689 Total assets $ 2,575,814 $ 2,177,037 $ 604,891 $ (2,546,465 ) $ 2,811,277 LIABILITIES AND PARTNERS’ CAPITAL Liabilities: Line of credit $ — $ — $ — $ — $ — Mortgage notes payable — — 114,075 — 114,075 Unsecured term loan 249,172 — — — 249,172 Unsecured notes payable 834,963 — — — 834,963 Accounts payable and accrued liabilities 4,516 23,615 4,170 — 32,301 Construction costs payable 43 293 21,707 — 22,043 Accrued interest payable 11,815 — 6 — 11,821 Distribution payable 43,906 — — — 43,906 Lease contracts below market value, net — 4,132 — — 4,132 Prepaid rents and other liabilities 12 62,630 4,835 — 67,477 Total liabilities 1,144,427 90,670 144,793 — 1,379,890 Redeemable partnership units 479,189 — — — 479,189 Commitments and contingencies — — — — — Limited Partners’ Capital: Series A cumulative redeemable perpetual preferred units, 7,400,000 issued and outstanding at December 31, 2015 185,000 — — — 185,000 Series B cumulative redeemable perpetual preferred units, 6,650,000 issued and outstanding at December 31, 2015 166,250 — — — 166,250 Common units, 65,443,277 issued and outstanding at December 31, 2015 594,927 2,086,367 460,098 (2,546,465 ) 594,927 General partner’s capital, 662,373 common units issued and outstanding at December 31, 2015 6,021 — — — 6,021 Total partners’ capital 952,198 2,086,367 460,098 (2,546,465 ) 952,198 Total liabilities & partners’ capital $ 2,575,814 $ 2,177,037 $ 604,891 $ (2,546,465 ) $ 2,811,277 Three months ended September 30, 2016 Operating Subsidiary Subsidiary Eliminations Consolidated Revenues: Base rent $ 4,534 $ 66,634 $ 21,980 $ (4,534 ) $ 88,614 Recoveries from tenants — 36,223 8,152 — 44,375 Other revenues — 377 960 — 1,337 Total revenues 4,534 103,234 31,092 (4,534 ) 134,326 Expenses: Property operating costs — 36,183 7,565 (4,534 ) 39,214 Real estate taxes and insurance — 4,007 948 — 4,955 Depreciation and amortization 31 21,781 5,681 — 27,493 General and administrative 5,194 8 282 — 5,484 Other expenses 215 13 572 — 800 Total expenses 5,440 61,992 15,048 (4,534 ) 77,946 Operating (loss) income (906 ) 41,242 16,044 — 56,380 Interest: Expense incurred (13,984 ) 340 709 — (12,935 ) Amortization of deferred financing costs (989 ) 17 (44 ) — (1,016 ) Gain on sale of real estate (231 ) — — — (231 ) Loss on early extinguishment of debt (1,232 ) — — — (1,232 ) Equity in earnings 58,308 — — (58,308 ) — Net income (loss) 40,966 41,599 16,709 (58,308 ) 40,966 Preferred unit distributions (3,630 ) — — — (3,630 ) Issuance costs associated with redeemed preferred units (3,668 ) — — — (3,668 ) Net income (loss) attributable to common units $ 33,668 $ 41,599 $ 16,709 $ (58,308 ) $ 33,668 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: Expense incurred (13,860 ) — 2,179 — (11,681 ) 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) Nine months ended September 30, 2016 Operating Subsidiary Subsidiary Eliminations Consolidated Revenues: Base rent $ 13,474 $ 203,562 $ 51,009 $ (13,536 ) $ 254,509 Recoveries from tenants — 106,407 18,357 — 124,764 Other revenues — 1,253 6,532 (45 ) 7,740 Total revenues 13,474 311,222 75,898 (13,581 ) 387,013 Expenses: Property operating costs — 107,918 18,703 (13,519 ) 113,102 Real estate taxes and insurance — 13,608 2,503 — 16,111 Depreciation and amortization 58 66,568 13,033 — 79,659 General and administrative 15,638 45 650 — 16,333 Other expenses 1,186 35 5,183 (62 ) 6,342 Total expenses 16,882 188,174 40,072 (13,581 ) 231,547 Operating (loss) income (3,408 ) 123,048 35,826 — 155,466 Interest: Expense incurred (42,074 ) 463 5,544 — (36,067 ) Amortization of deferred financing costs (2,900 ) 23 97 — (2,780 ) Gain on sale of real estate 21,643 — 1,190 — 22,833 Loss on early extinguishment of debt (1,232 ) — — — (1,232 ) Equity in earnings 166,191 — — (166,191 ) — Net income (loss) 138,220 123,534 42,657 (166,191 ) 138,220 Preferred unit distributions (17,405 ) — — — (17,405 ) Issuance costs associated with redeemed preferred units (12,495 ) — — — (12,495 ) Net income (loss) attributable to common units $ 108,320 $ 123,534 $ 42,657 $ (166,191 ) $ 108,320 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: Expense incurred (36,016 ) 1,327 5,698 — (28,991 ) 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 (loss) attributable to common units $ 67,434 $ 116,573 $ 14,893 $ (131,466 ) $ 67,434 DUPONT FABROS TECHNOLOGY, L.P. SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) Nine months ended September 30, 2016 Operating Partnership Subsidiary Guarantors Subsidiary Non-Guarantors Eliminations Consolidated Total Cash flow from operating activities Net cash (used in) provided by operating activities $ (46,175 ) $ 186,707 $ 57,334 $ — $ 197,866 Return on investment in subsidiaries 244,041 — — (244,041 ) — Net cash provided by (used in) operating activities 197,866 186,707 57,334 (244,041 ) 197,866 Cash flow from investing activities Proceeds from the sale of real estate — 120,086 3,459 — 123,545 Investments in real estate – development — (27,579 ) (152,220 ) — (179,799 ) Acquisition of real estate — — (53,105 ) — (53,105 ) Acquisition of real estate – related party — — (20,168 ) — (20,168 ) Investments in subsidiaries (266,702 ) — — 266,702 — Return of investment in subsidiaries 123,545 — — (123,545 ) — Interest capitalized for real estate under development (2 ) (464 ) (7,299 ) — (7,765 ) Improvements to real estate — (3,868 ) (104 ) — (3,972 ) Additions to non real estate property (780 ) (196 ) (36 ) — (1,012 ) Net cash (used in) provided by investing activities (143,939 ) 87,979 (229,473 ) 143,157 (142,276 ) Cash flow from financing activities Line of credit: Proceeds 60,000 — — — 60,000 Repayments (60,000 ) — — — (60,000 ) Mortgage notes payable: Repayments — — (2,500 ) — (2,500 ) Payments of financing costs (5,600 ) — (25 ) — (5,625 ) Issuance of common units, net of offering costs 275,470 — — — 275,470 Issuance of preferred units, net of offering costs 194,252 — — — 194,252 Redemption of preferred units (351,250 ) — — — (351,250 ) Equity compensation proceeds 8,269 — — — 8,269 Parent financing — 32,107 234,595 (266,702 ) — Distribution to parent — (306,793 ) (60,793 ) 367,586 — Distributions (143,615 ) — — — (143,615 ) Net cash (used in) provided by financing activities (22,474 ) (274,686 ) 171,277 100,884 (24,999 ) Net increase in cash and cash equivalents 31,453 — (862 ) — 30,591 Cash and cash equivalents, beginning of period 21,697 — 5,318 — 27,015 Cash and cash equivalents, ending of period $ 53,150 $ — $ 4,456 $ — $ 57,606 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 ) Acquisition of real estate – related party — — (8,600 ) — (8,600 ) Investments in subsidiaries 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 notes payable: Proceeds 248,012 — — — 248,012 Payments of financing costs (4,705 ) — (25 ) — (4,730 ) Equity compensation payments (7,611 ) — — — (7,611 ) Stock 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 of period 21,806 — 3,574 — 25,380 Cash and cash equivalents, ending of period $ 58,912 $ — $ 4,706 $ — $ 63,618 |
2. Significant Accounting Pol22
2. Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
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, 2016 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, through its wholly-owned subsidiaries, 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 sole 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, retained earnings and accumulated other comprehensive income (loss). 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, 2016 was 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, 2016 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, 2015 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 to seven years . Depreciation expense was $26.4 million and $25.3 million for the three months ended September 30, 2016 and 2015, respectively, and $76.4 million and $73.4 million for the nine months ended September 30, 2016 and 2015 , respectively. Repairs and maintenance costs are expensed as incurred. We review each of our properties for indicators of impairment. Examples of such indicators may include a significant decrease in the market price of the property, a significant adverse change in the extent or manner in which the property is being used in its physical condition, a significant adverse change in legal factors or in the business climate that could affect the value of a property, including an adverse action or assessment by a regulator, an accumulation of costs significantly in excess of the amount originally expected for the development of a property, a history of operating or cash flow losses of the property or a current expectation that, more likely than not, a property will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. When such impairment indicators exist, we review an estimate of the future undiscounted net cash flows expected to result from the real estate investment’s use and eventual disposition and compare that estimate to the carrying value of the property. We assess the recoverability of the carrying value of our assets on a property-by-property basis. We consider factors such as future operating income, trends and prospects, as well as the effects of leasing demand, competition, potential sales proceeds and other factors. If our undiscounted cash flow evaluation indicates that we are unable to recover the carrying value of a real estate investment, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property. No impairment losses were recorded during the nine months ended September 30, 2016 and 2015 . We classify a data center property as held-for-sale when it meets the necessary criteria, which include when we commit to and actively embark on a plan to sell the asset, the sale is expected to be completed within one year under terms usual and customary for such sales, and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Data center properties held-for-sale are carried at the lower of cost or fair value less costs to sell. As of September 30, 2016 and December 31, 2015 , we did not have any properties classified as held-for-sale. |
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. Balances of financing costs for our unsecured revolving credit facility, or Unsecured Credit Facility, net of accumulated amortization, which are presented within deferred costs, net in our accompanying consolidated balance sheets at September 30, 2016 and December 31, 2015 were as follows (in thousands): Financing costs presented within deferred costs, net September 30, December 31, Financing costs $ 12,095 $ 8,198 Accumulated amortization (5,963 ) (4,969 ) Financing costs, net $ 6,132 $ 3,229 Balances of financing costs for our other recognized debt liabilities, net of accumulated amortization, which are presented as a reduction of each of the respective recognized debt liabilities in our accompanying consolidated balance sheets at September 30, 2016 and December 31, 2015 were as follows (in thousands): Financing costs presented as a reduction of debt liability balances September 30, December 31, Financing costs $ 20,423 $ 20,531 Accumulated amortization (7,235 ) (5,618 ) Financing costs, net $ 13,188 $ 14,913 On July 25, 2016, we amended and restated our Unsecured Credit Facility and Unsecured Term Loan, which resulted in a loss on early extinguishment of debt of $1.2 million in the third quarter of 2016. Leasing costs, which consist of external fees and costs incurred in the successful negotiation of leases, internal costs expended in the successful negotiation of leases and 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 applicable leases on a straight-line basis. If an applicable lease terminates prior to the expiration of its initial term, the carrying amount of the leasing 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 former customer in bankruptcy whose leases with us were rejected effective July 1, 2015 pursuant to an order issued by the bankruptcy court. Leasing costs incurred for the three and nine months ended September 30, 2016 and 2015 were as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 Leasing costs incurred for new leases $ 183 $ 5 $ 3,453 $ 889 Leasing costs incurred for renewals — 9 195 1,156 Total leasing costs incurred $ 183 $ 14 $ 3,648 $ 2,045 Amortization of deferred leasing costs totaled $1.0 million for each of the three months ended September 30, 2016 and 2015 and $3.1 million and $3.9 million for the nine months ended September 30, 2016 and 2015 , respectively. Balances, net of accumulated amortization, at September 30, 2016 and December 31, 2015 were as follows (in thousands): September 30, December 31, Leasing costs $ 53,313 $ 50,503 Accumulated amortization (32,693 ) (29,958 ) Leasing costs, net $ 20,620 $ 20,545 |
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, 2016 and December 31, 2015 , the fuel inventory was $4.2 million and $4.5 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 lease, 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 cash payments to customers, are amortized as a reduction of rental income over the non-cancellable lease term. Lease inducements are included in prepaid expenses and other assets in the accompanying consolidated balance sheets. 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. Balances, net of accumulated amortization, at September 30, 2016 and December 31, 2015 were as follows (in thousands): September 30, December 31, Lease contracts above market value $ 20,500 $ 20,500 Accumulated amortization (15,139 ) (14,471 ) Lease contracts above market value, net $ 5,361 $ 6,029 Lease contracts below market value $ 24,175 $ 24,175 Accumulated amortization (21,031 ) (20,043 ) Lease contracts below market value, net $ 3,144 $ 4,132 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, 2016 and December 31, 2015 , we had a note receivable from a former customer in bankruptcy of $6.5 million , which is recorded within rents and other receivables, net in our accompanying consolidated balance sheets. As of September 30, 2016 and December 31, 2015 , we had a reserve of $5.1 million , including interest applied to principal, leaving a net balance of $1.4 million as of September 30, 2016 and December 31, 2015 . 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 leases and are recorded as deferred rent in the accompanying consolidated balance sheets. As of September 30, 2016 and December 31, 2015 , we had reserves against deferred rent of $0 and $0.1 million , respectively. Our 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. The majority of our customer 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, circuit 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 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, 2016 (dollars in thousands): OP Units Number Amount Balance at December 31, 2015 15,073,563 $ 479,189 Net income attributable to redeemable noncontrolling interests – operating partnership 18,089 Other comprehensive loss attributable to redeemable noncontrolling interests – operating partnership - foreign currency translation adjustments (40 ) Distributions declared (19,976 ) Redemption of operating partnership units (1,263,565 ) (49,547 ) Adjustments to redeemable noncontrolling interests – operating partnership 141,947 Balance at September 30, 2016 13,809,998 $ 569,662 The following is a summary of activity for redeemable partnership units for the nine months ended September 30, 2016 (dollars in thousands): OP Units Number Amount Balance at December 31, 2015 15,073,563 $ 479,189 Redemption of operating partnership units (1,263,565 ) (49,547 ) Adjustments to redeemable partnership units — 140,020 Balance at September 30, 2016 13,809,998 $ 569,662 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, 2016 and 2015 (dollars in thousands): Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 Net income attributable to controlling interests $ 35,822 $ 25,873 $ 120,131 $ 74,966 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 85,557 53,091 (92,400 ) 107,557 $ 121,379 $ 78,964 $ 27,731 $ 182,523 |
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 periodically award stock-based compensation to employees and members of our Board of Directors in the form of common stock, restricted common stock, options and performance units. For each common 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. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency The U.S. dollar is the functional currency of our consolidated operations in the United States. The functional currency of our consolidated entities outside of the United States is the principal currency of the economic environment in which the entity primarily generates and expends cash. We translate the financial statements of consolidated entities whose functional currency is not the U.S. dollar into U.S. dollars. We translate assets and liabilities at the exchange rate in effect as of the financial statement date and translate income statement accounts using the weighted average exchange rate for the period. We include foreign currency translation adjustments and the effect of exchange rate changes on intercompany transactions of a long-term investment nature as a separate component of stockholders' equity or partners' capital. We report gains and losses from the effect of rate changes on intercompany receivables and payables that are not of a long-term investment nature, as well as gains and losses from remeasuring U.S. dollar transactions for non-U.S. functional currency entities, in other expenses on our consolidated statements of operations. For the three and nine months ended September 30, 2016, we had less than $0.1 million of foreign currency transaction losses. |
Recently Issued Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update No. 2014-09 - Revenue from Contracts with Customers (Topic 606). 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 although the standard does not apply to leases, we have assessed the impact on our financial position and results of operations. The standard will change our method of recognizing revenue on service and installation contracts included in other revenue in the accompanying consolidated statements of operations from the completed contract method to a method that recognizes revenue over the course of the contract based on the goods or services transferred to date relative to the remaining goods or services promised under the contract. We expect that the result of this change will have an immaterial effect on our financial position or results of operations. We currently do not believe the standard will have a material impact on how we recognize revenues from our recoveries from tenants in the accompanying consolidated statement of operations. In August 2014, the FASB issued Accounting Standards Update No. 2014-15 - Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. Under this guidance, management will be required to perform a going concern evaluation similar to the auditor's evaluation required by standards issued by the Public Company Accounting Oversight Board and the American Institute of Certified Public Accountants. This evaluation will be required for both annual and interim reporting periods. We will be required to apply the new standard in the fourth quarter of 2016 and do not believe that the new standard will have a material effect on our financial position or results of operations. In February 2016, the FASB issued Accounting Standards Update No. 2016-02 - Leases (Topic 842). We will be required to apply the new standard in the first quarter of 2019. The standard does not fundamentally change the lessor accounting model, and we do not believe that the new standard will have a material impact on our financial position or results of operations. In June 2016, the FASB issued Accounting Standards Update No. 2016-03 - Financial Instruments - Credit Losses (Topic 326). Under this guidance, a company will be required to use a new forward-looking "expected loss" model for trade and other receivables that generally will result in the earlier recognition of allowances for losses. We will be required to apply the new standard in the first quarter of 2020 and do not believe that the new standard will have a material effect on our financial position or results of operations. Recently Adopted Accounting Pronouncements In February 2015, the FASB issued Accounting Standards Update No. 2015-02 - Consolidation: Amendments to the Consolidation Analysis, which amends the criteria for determining variable interest entities (“VIEs”), amends the criteria for determining if a service provider possesses a variable interest in a VIE, and eliminates the presumption that a general partner should consolidate a limited partnership. The guidance was effective in the first quarter of 2016. We adopted this standard as of January 1, 2016, and there was no material effect on our financial position or results of operations. In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The new guidance affects two areas of our accounting. First, the guidance increases the amount an employer can withhold to cover income taxes on awards and still qualify for the exception to liability classification for shares used to satisfy the employer's statutory income tax withholding obligation. An employer will be allowed to withhold shares up to the amount of tax potentially owed using the maximum statutory tax rate in each jurisdiction. Second, companies now have the ability to make a policy election to account for forfeitures as they occur versus recording a forfeiture estimate. We early-adopted this standard as of January 1, 2016. We elected to account for forfeitures as they occur versus recording a forfeiture estimate. Per the guidance, we used a modified retrospective transition method of adoption, with a cumulative effect adjustment to accumulated deficit on our consolidated balance sheet as December 31, 2015 totaling less than $0.1 million (see below). Change in Accounting Principle As required by the new share-based payment accounting guidance issued in March 2016, described above, we made a cumulative-effect adjustment to accumulated deficit to eliminate the forfeiture estimate recorded as of December 31, 2015, with a corresponding adjustment to additional paid in capital. The following table presents the prior period amounts that have been impacted by the new guidance and retrospectively adjusted on the consolidated balance sheet as of December 31, 2015 for DFT (dollars in thousands): As of December 31, 2015 As Previously Reported Impact of Change in Accounting Principle As Adjusted and Currently Reported Additional paid in capital $ 684,968 74 $ 685,042 Accumulated deficit (79,871 ) (74 ) (79,945 ) Because the consolidated balance sheet for the Operating Partnership includes capital accounts for the general partner and the limited partners, which each include a combination of partner capital and retained earnings (accumulated deficit), there was no adjustment required for the consolidated balance sheet for the Operating Partnership as of December 31, 2015. |
2. Significant Accounting Pol23
2. Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Deferred Financing Costs [Table Text Block] | Balances of financing costs for our unsecured revolving credit facility, or Unsecured Credit Facility, net of accumulated amortization, which are presented within deferred costs, net in our accompanying consolidated balance sheets at September 30, 2016 and December 31, 2015 were as follows (in thousands): Financing costs presented within deferred costs, net September 30, December 31, Financing costs $ 12,095 $ 8,198 Accumulated amortization (5,963 ) (4,969 ) Financing costs, net $ 6,132 $ 3,229 Balances of financing costs for our other recognized debt liabilities, net of accumulated amortization, which are presented as a reduction of each of the respective recognized debt liabilities in our accompanying consolidated balance sheets at September 30, 2016 and December 31, 2015 were as follows (in thousands): Financing costs presented as a reduction of debt liability balances September 30, December 31, Financing costs $ 20,423 $ 20,531 Accumulated amortization (7,235 ) (5,618 ) Financing costs, net $ 13,188 $ 14,913 |
Schedule of Leasing Costs Incurred [Table Text Block] | Leasing costs incurred for the three and nine months ended September 30, 2016 and 2015 were as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 Leasing costs incurred for new leases $ 183 $ 5 $ 3,453 $ 889 Leasing costs incurred for renewals — 9 195 1,156 Total leasing costs incurred $ 183 $ 14 $ 3,648 $ 2,045 |
Schedule of Deferred Leasing Costs [Table Text Block] | Balances, net of accumulated amortization, at September 30, 2016 and December 31, 2015 were as follows (in thousands): September 30, December 31, Leasing costs $ 53,313 $ 50,503 Accumulated amortization (32,693 ) (29,958 ) Leasing costs, net $ 20,620 $ 20,545 |
Schedule of Lease Intangibles Above and Below Market Value [Table Text Block] | Balances, net of accumulated amortization, at September 30, 2016 and December 31, 2015 were as follows (in thousands): September 30, December 31, Lease contracts above market value $ 20,500 $ 20,500 Accumulated amortization (15,139 ) (14,471 ) Lease contracts above market value, net $ 5,361 $ 6,029 Lease contracts below market value $ 24,175 $ 24,175 Accumulated amortization (21,031 ) (20,043 ) Lease contracts below market value, net $ 3,144 $ 4,132 |
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, 2016 (dollars in thousands): OP Units Number Amount Balance at December 31, 2015 15,073,563 $ 479,189 Net income attributable to redeemable noncontrolling interests – operating partnership 18,089 Other comprehensive loss attributable to redeemable noncontrolling interests – operating partnership - foreign currency translation adjustments (40 ) Distributions declared (19,976 ) Redemption of operating partnership units (1,263,565 ) (49,547 ) Adjustments to redeemable noncontrolling interests – operating partnership 141,947 Balance at September 30, 2016 13,809,998 $ 569,662 |
Redeemable Partnership Units [Table Text Block] | The following is a summary of activity for redeemable partnership units for the nine months ended September 30, 2016 (dollars in thousands): OP Units Number Amount Balance at December 31, 2015 15,073,563 $ 479,189 Redemption of operating partnership units (1,263,565 ) (49,547 ) Adjustments to redeemable partnership units — 140,020 Balance at September 30, 2016 13,809,998 $ 569,662 |
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, 2016 and 2015 (dollars in thousands): Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 Net income attributable to controlling interests $ 35,822 $ 25,873 $ 120,131 $ 74,966 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 85,557 53,091 (92,400 ) 107,557 $ 121,379 $ 78,964 $ 27,731 $ 182,523 |
New Accounting Pronouncement, Early Adoption [Table Text Block] | The following table presents the prior period amounts that have been impacted by the new guidance and retrospectively adjusted on the consolidated balance sheet as of December 31, 2015 for DFT (dollars in thousands): As of December 31, 2015 As Previously Reported Impact of Change in Accounting Principle As Adjusted and Currently Reported Additional paid in capital $ 684,968 74 $ 685,042 Accumulated deficit (79,871 ) (74 ) (79,945 ) |
3. Real Estate Assets (Tables)
3. Real Estate Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Real Estate [Abstract] | |
Schedule of Real Estate Properties [Table Text Block] | The following is a summary of our properties as of September 30, 2016 (dollars in thousands): Property Location Land Buildings and Improvements Construction in Progress and Land Held for Development Total Cost ACC2 Ashburn, VA $ 2,500 $ 156,459 $ 158,959 ACC3 Ashburn, VA 1,071 96,080 97,151 ACC4 Ashburn, VA 6,600 538,652 545,252 ACC5 Ashburn, VA 6,443 299,016 305,459 ACC6 Ashburn, VA 5,518 216,697 222,215 ACC7 Phases I-III Ashburn, VA 7,663 265,034 272,697 VA3 Reston, VA 9,000 179,498 188,498 VA4 Bristow, VA 6,800 149,553 156,353 CH1 Elk Grove Village, IL 23,611 359,156 382,767 CH2 Phases I-III Elk Grove Village, IL 13,775 249,181 262,956 SC1 Phases I-II Santa Clara, CA 20,202 433,084 453,286 103,183 2,942,410 — 3,045,593 Construction in progress and land held for development (1) 282,184 282,184 $ 103,183 $ 2,942,410 $ 282,184 $ 3,327,777 (1) Properties located in Ashburn, VA (ACC7 Phase IV, ACC8, ACC9, ACC10, and ACC11), Elk Grove Village, IL (CH2 Phase IV and CH3), Santa Clara, CA (SC1 Phase III, formerly referred to as SC2), Hillsboro, OR (OR1 and OR2) and Vaughan, ON (TOR1). |
4. Debt (Tables)
4. Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Instrument [Line Items] | |
Schedule of Debt [Table Text Block] | Debt Summary as of September 30, 2016 and December 31, 2015 ($ in thousands) September 30, 2016 December 31, 2015 Amounts (1) % of Total Rates Maturities (years) Amounts Secured $ 112,500 9 % 2.1 % 1.5 $ 115,000 Unsecured 1,100,000 91 % 4.9 % 5.4 1,100,000 Total $ 1,212,500 100 % 4.7 % 5.1 $ 1,215,000 Fixed Rate Debt: Unsecured Notes due 2021 $ 600,000 49 % 5.9 % 5.0 $ 600,000 Unsecured Notes due 2023 (2) 250,000 21 % 5.6 % 6.7 250,000 Fixed Rate Debt $ 850,000 70 % 5.8 % 5.5 $ 850,000 Floating Rate Debt: Unsecured Credit Facility — — % — % 3.8 — Unsecured Term Loan 250,000 21 % 2.0 % 5.3 250,000 ACC3 Term Loan 112,500 9 % 2.1 % 1.5 115,000 Floating Rate Debt 362,500 30 % 2.0 % 4.1 365,000 Total $ 1,212,500 100 % 4.7 % 5.1 $ 1,215,000 (1) Principal amounts exclude deferred financing costs. (2) Principal amount excludes original issue discount of $1.7 million |
Schedule of Maturities of Long-term Debt [Table Text Block] | A summary of our debt maturity schedule as of September 30, 2016 is as follows: Debt Maturity as of September 30, 2016 ($ in thousands) Year Fixed Rate (1) Floating Rate (1) Total (1) % of Total Rates 2016 $ — $ 1,250 (4) $ 1,250 0.1 % 2.1 % 2017 — 8,750 (4) 8,750 0.7 % 2.1 % 2018 — 102,500 (4) 102,500 8.5 % 2.1 % 2019 — — — — % — % 2020 — — — — % — % 2021 600,000 (2) — 600,000 49.5 % 5.9 % 2022 — 250,000 (5) 250,000 20.6 % 2.0 % 2023 250,000 (3) — 250,000 20.6 % 5.6 % Total $ 850,000 $ 362,500 $ 1,212,500 100.0 % 4.7 % (1) Principal amounts exclude deferred financing costs. (2) The 5.875% Unsecured Notes due 2021 mature on September 15, 2021 . (3) The 5.625% Unsecured Notes due 2023 mature on June 15, 2023 . Principal amount excludes original issue discount of $1.7 million as of September 30, 2016 . (4) The ACC3 Term Loan matures on March 27, 2018 with no extension option. Quarterly principal payments of $1.25 million began on April 1, 2016 , increase to $2.5 million on April 1, 2017 and continue through maturity. (5) The Unsecured Term Loan matures on January 21, 2022 with no extension option. |
Revolving 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 Unsecured Credit 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 0.85 % 0.00 % Level 2 Greater than or equal to BBB+ by S&P or Baa1 by Moody’s 0.90 % 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 1.20 % 0.20 % Level 5 Less than BBB- by S&P or Baa3 by Moody’s 1.55 % 0.55 % |
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, 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] | 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 % |
9. Equity Compensation Plan (Ta
9. Equity Compensation Plan (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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, 2015 349,142 $ 28.02 Granted 175,410 33.96 Vested (133,113 ) 26.02 Forfeited (47,958 ) 30.41 Unvested balance at September 30, 2016 343,481 $ 31.50 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of our stock option activity for the nine months ended September 30, 2016 is presented in the tables below. Number of Options Weighted Average Exercise Price Under option, December 31, 2015 1,230,212 $ 18.28 Granted — — Exercised (478,733 ) 22.12 Forfeited — — Under option, September 30, 2016 751,479 $ 15.83 Shares Subject to Option Total Unearned Compensation Weighted Average Remaining Contractual Term As of September 30, 2016 751,479 $ — 3.9 years |
Schedule of Stock Options Roll Forward [Table Text Block] | The following table sets forth the number of unvested options as of September 30, 2016 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, 2015 38,771 $ 4.75 Granted — — Vested (38,771 ) 4.75 Forfeited — — Unvested balance at September 30, 2016 — $ — |
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, 2016 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, 2015 1,191,441 $ 5.41 Vested 38,771 4.75 Exercised (478,733 ) 6.46 Options Exercisable at September 30, 2016 751,479 $ 4.71 Exercisable Options Intrinsic Value Weighted Average Exercise Price Weighted Average Remaining Contractual Term As of September 30, 2016 751,479 $ 19.1 million $ 15.83 3.9 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, 2016 . Assumption Number of performance units granted 112,951 Expected volatility 24 % Expected annual dividend 5.98 % Risk-free rate 1.32 % Performance unit fair value at date of grant $ 38.08 Total grant fair value at date of grant $4.3 million Maximum value of grant on vesting date based on closing price of DFT's stock at the date of grant $10.7 million |
10. Earnings Per Share of the27
10. Earnings Per Share of the REIT (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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 and net income attributable to common shares 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, 2016 2015 2016 2015 Basic and Diluted Shares Outstanding Weighted average common shares – basic 75,232,413 65,041,159 72,212,874 65,190,737 Effect of dilutive securities 863,581 520,732 859,253 728,239 Weighted average common shares – diluted 76,095,994 65,561,891 73,072,127 65,918,976 Calculation of Earnings per Share – Basic Net income attributable to common shares $ 28,524 $ 19,062 $ 90,231 $ 54,533 Net income allocated to unvested restricted shares (161 ) (142 ) (473 ) (435 ) Net income attributable to common shares, adjusted 28,363 18,920 89,758 54,098 Weighted average common shares – basic 75,232,413 65,041,159 72,212,874 65,190,737 Earnings per common share – basic $ 0.38 $ 0.29 $ 1.24 $ 0.83 Calculation of Earnings per Share – Diluted Net income attributable to common shares, adjusted $ 28,363 $ 18,920 $ 89,758 $ 54,098 Weighted average common shares – diluted 76,095,994 65,561,891 73,072,127 65,918,976 Earnings per common share – diluted $ 0.37 $ 0.29 $ 1.23 $ 0.82 |
Schedule of exclusions from diluted earnings per share/unit [Table Text Block] | The following table sets forth the number of 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, 2016 2015 2016 2015 Performance Units 0.1 0.1 0.1 0.1 |
11. Earnings Per Unit of the 28
11. Earnings Per Unit of the Operating Partnership (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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 and net income attributable to common shares 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, 2016 2015 2016 2015 Basic and Diluted Shares Outstanding Weighted average common shares – basic 75,232,413 65,041,159 72,212,874 65,190,737 Effect of dilutive securities 863,581 520,732 859,253 728,239 Weighted average common shares – diluted 76,095,994 65,561,891 73,072,127 65,918,976 Calculation of Earnings per Share – Basic Net income attributable to common shares $ 28,524 $ 19,062 $ 90,231 $ 54,533 Net income allocated to unvested restricted shares (161 ) (142 ) (473 ) (435 ) Net income attributable to common shares, adjusted 28,363 18,920 89,758 54,098 Weighted average common shares – basic 75,232,413 65,041,159 72,212,874 65,190,737 Earnings per common share – basic $ 0.38 $ 0.29 $ 1.24 $ 0.83 Calculation of Earnings per Share – Diluted Net income attributable to common shares, adjusted $ 28,363 $ 18,920 $ 89,758 $ 54,098 Weighted average common shares – diluted 76,095,994 65,561,891 73,072,127 65,918,976 Earnings per common share – diluted $ 0.37 $ 0.29 $ 1.23 $ 0.82 |
Schedule of exclusions from diluted earnings per share/unit [Table Text Block] | The following table sets forth the number of 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, 2016 2015 2016 2015 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 and net income attributable to common units used in the computation of earnings per unit (in thousands except for unit and per unit amounts): Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 Basic and Diluted Units Outstanding Weighted average common units – basic (includes redeemable partnership units and units of general and limited partners) 89,042,610 80,460,396 86,691,833 80,610,303 Effect of dilutive securities 863,581 520,732 859,253 728,239 Weighted average common units – diluted 89,906,191 80,981,128 87,551,086 81,338,542 Calculation of Earnings per Unit – Basic Net income attributable to common units $ 33,668 $ 23,582 $ 108,320 $ 67,434 Net income allocated to unvested restricted units (161 ) (142 ) (473 ) (435 ) Net income attributable to common units, adjusted 33,507 23,440 107,847 66,999 Weighted average common units – basic 89,042,610 80,460,396 86,691,833 80,610,303 Earnings per common unit – basic $ 0.38 $ 0.29 $ 1.24 $ 0.83 Calculation of Earnings per Unit – Diluted Net income attributable to common units, adjusted $ 33,507 $ 23,440 $ 107,847 $ 66,999 Weighted average common units – diluted 89,906,191 80,981,128 87,551,086 81,338,542 Earnings per common unit – diluted $ 0.37 $ 0.29 $ 1.23 $ 0.82 |
Schedule of exclusions from diluted earnings per share/unit [Table Text Block] | The following table sets forth the amount of 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, 2016 2015 2016 2015 Performance Units 0.1 0.1 0.1 0.1 |
13. Supplemental Consolidatin29
13. Supplemental Consolidating Financial Data for Subsidiary Guarantors of the Unsecured Notes (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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, 2016 Operating Partnership Subsidiary Guarantors Subsidiary Non-Guarantors Eliminations Consolidated Total ASSETS Income producing property: Land $ — $ 80,673 $ 22,510 $ — $ 103,183 Buildings and improvements — 2,332,115 610,295 — 2,942,410 — 2,412,788 632,805 — 3,045,593 Less: accumulated depreciation — (584,601 ) (50,723 ) — (635,324 ) Net income producing property — 1,828,187 582,082 — 2,410,269 Construction in progress and land held for development — 63,945 218,239 — 282,184 Net real estate — 1,892,132 800,321 — 2,692,453 Cash and cash equivalents 53,150 — 4,456 — 57,606 Rents and other receivables 1,764 5,033 6,055 — 12,852 Deferred rent — 112,637 11,502 — 124,139 Lease contracts above market value, net — 5,361 — — 5,361 Deferred costs, net 6,132 12,424 8,196 — 26,752 Investment in affiliates 2,633,798 — — (2,633,798 ) — Prepaid expenses and other assets 3,907 29,659 7,856 — 41,422 Total assets $ 2,698,751 $ 2,057,246 $ 838,386 $ (2,633,798 ) $ 2,960,585 LIABILITIES AND PARTNERS’ CAPITAL Liabilities: Line of credit $ — $ — $ — $ — $ — Mortgage notes payable — — 111,875 — 111,875 Unsecured term loan 248,983 — — — 248,983 Unsecured notes payable 836,732 — — — 836,732 Accounts payable and accrued liabilities 4,335 19,844 7,492 — 31,671 Construction costs payable 57 21,906 24,586 — 46,549 Accrued interest payable 6,193 — 6 — 6,199 Distribution payable 43,678 — — — 43,678 Lease contracts below market value, net — 3,144 — — 3,144 Prepaid rents and other liabilities 197 57,517 15,464 — 73,178 Total liabilities 1,140,175 102,411 159,423 — 1,402,009 Redeemable partnership units 569,662 — — — 569,662 Commitments and contingencies — — — — — Limited Partners’ Capital: Series A cumulative redeemable perpetual preferred units, none issued and outstanding at September 30, 2016 — — — — — Series B cumulative redeemable perpetual preferred units, none issued and outstanding at September 30, 2016 — — — — — Series C cumulative redeemable perpetual preferred stock, 8,050,000 issued and outstanding at September 30, 2016 201,250 — — — 201,250 Common units, 74,914,108 issued and outstanding at September 30, 2016 780,761 1,954,835 678,963 (2,633,798 ) 780,761 General partner’s capital, 662,373 common units issued and outstanding at September 30, 2016 6,903 — — — 6,903 Total partners’ capital 988,914 1,954,835 678,963 (2,633,798 ) 988,914 Total liabilities & partners’ capital $ 2,698,751 $ 2,057,246 $ 838,386 $ (2,633,798 ) $ 2,960,585 DUPONT FABROS TECHNOLOGY, L.P. SUPPLEMENTAL CONSOLIDATING BALANCE SHEETS (in thousands except share data) December 31, 2015 Operating Partnership Subsidiary Guarantors Subsidiary Non-Guarantors Eliminations Consolidated Total ASSETS Income producing property: Land $ — $ 84,258 $ 9,945 $ — $ 94,203 Buildings and improvements — 2,399,016 337,920 — 2,736,936 — 2,483,274 347,865 — 2,831,139 Less: accumulated depreciation — (522,096 ) (38,741 ) — (560,837 ) Net income producing property — 1,961,178 309,124 — 2,270,302 Construction in progress and land held for development — 25,545 275,394 — 300,939 Net real estate — 1,986,723 584,518 — 2,571,241 Cash and cash equivalents 21,697 — 5,318 — 27,015 Rents and other receivables 1,391 7,563 634 — 9,588 Deferred rent — 122,830 6,111 — 128,941 Lease contracts above market value, net — 6,029 — — 6,029 Deferred costs, net 3,236 14,250 6,288 — 23,774 Investment in affiliates 2,546,465 — — (2,546,465 ) — Prepaid expenses and other assets 3,025 39,642 2,022 — 44,689 Total assets $ 2,575,814 $ 2,177,037 $ 604,891 $ (2,546,465 ) $ 2,811,277 LIABILITIES AND PARTNERS’ CAPITAL Liabilities: Line of credit $ — $ — $ — $ — $ — Mortgage notes payable — — 114,075 — 114,075 Unsecured term loan 249,172 — — — 249,172 Unsecured notes payable 834,963 — — — 834,963 Accounts payable and accrued liabilities 4,516 23,615 4,170 — 32,301 Construction costs payable 43 293 21,707 — 22,043 Accrued interest payable 11,815 — 6 — 11,821 Distribution payable 43,906 — — — 43,906 Lease contracts below market value, net — 4,132 — — 4,132 Prepaid rents and other liabilities 12 62,630 4,835 — 67,477 Total liabilities 1,144,427 90,670 144,793 — 1,379,890 Redeemable partnership units 479,189 — — — 479,189 Commitments and contingencies — — — — — Limited Partners’ Capital: Series A cumulative redeemable perpetual preferred units, 7,400,000 issued and outstanding at December 31, 2015 185,000 — — — 185,000 Series B cumulative redeemable perpetual preferred units, 6,650,000 issued and outstanding at December 31, 2015 166,250 — — — 166,250 Common units, 65,443,277 issued and outstanding at December 31, 2015 594,927 2,086,367 460,098 (2,546,465 ) 594,927 General partner’s capital, 662,373 common units issued and outstanding at December 31, 2015 6,021 — — — 6,021 Total partners’ capital 952,198 2,086,367 460,098 (2,546,465 ) 952,198 Total liabilities & partners’ capital $ 2,575,814 $ 2,177,037 $ 604,891 $ (2,546,465 ) $ 2,811,277 |
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, 2016 Operating Subsidiary Subsidiary Eliminations Consolidated Revenues: Base rent $ 4,534 $ 66,634 $ 21,980 $ (4,534 ) $ 88,614 Recoveries from tenants — 36,223 8,152 — 44,375 Other revenues — 377 960 — 1,337 Total revenues 4,534 103,234 31,092 (4,534 ) 134,326 Expenses: Property operating costs — 36,183 7,565 (4,534 ) 39,214 Real estate taxes and insurance — 4,007 948 — 4,955 Depreciation and amortization 31 21,781 5,681 — 27,493 General and administrative 5,194 8 282 — 5,484 Other expenses 215 13 572 — 800 Total expenses 5,440 61,992 15,048 (4,534 ) 77,946 Operating (loss) income (906 ) 41,242 16,044 — 56,380 Interest: Expense incurred (13,984 ) 340 709 — (12,935 ) Amortization of deferred financing costs (989 ) 17 (44 ) — (1,016 ) Gain on sale of real estate (231 ) — — — (231 ) Loss on early extinguishment of debt (1,232 ) — — — (1,232 ) Equity in earnings 58,308 — — (58,308 ) — Net income (loss) 40,966 41,599 16,709 (58,308 ) 40,966 Preferred unit distributions (3,630 ) — — — (3,630 ) Issuance costs associated with redeemed preferred units (3,668 ) — — — (3,668 ) Net income (loss) attributable to common units $ 33,668 $ 41,599 $ 16,709 $ (58,308 ) $ 33,668 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: Expense incurred (13,860 ) — 2,179 — (11,681 ) 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) Nine months ended September 30, 2016 Operating Subsidiary Subsidiary Eliminations Consolidated Revenues: Base rent $ 13,474 $ 203,562 $ 51,009 $ (13,536 ) $ 254,509 Recoveries from tenants — 106,407 18,357 — 124,764 Other revenues — 1,253 6,532 (45 ) 7,740 Total revenues 13,474 311,222 75,898 (13,581 ) 387,013 Expenses: Property operating costs — 107,918 18,703 (13,519 ) 113,102 Real estate taxes and insurance — 13,608 2,503 — 16,111 Depreciation and amortization 58 66,568 13,033 — 79,659 General and administrative 15,638 45 650 — 16,333 Other expenses 1,186 35 5,183 (62 ) 6,342 Total expenses 16,882 188,174 40,072 (13,581 ) 231,547 Operating (loss) income (3,408 ) 123,048 35,826 — 155,466 Interest: Expense incurred (42,074 ) 463 5,544 — (36,067 ) Amortization of deferred financing costs (2,900 ) 23 97 — (2,780 ) Gain on sale of real estate 21,643 — 1,190 — 22,833 Loss on early extinguishment of debt (1,232 ) — — — (1,232 ) Equity in earnings 166,191 — — (166,191 ) — Net income (loss) 138,220 123,534 42,657 (166,191 ) 138,220 Preferred unit distributions (17,405 ) — — — (17,405 ) Issuance costs associated with redeemed preferred units (12,495 ) — — — (12,495 ) Net income (loss) attributable to common units $ 108,320 $ 123,534 $ 42,657 $ (166,191 ) $ 108,320 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: Expense incurred (36,016 ) 1,327 5,698 — (28,991 ) 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 (loss) attributable to common units $ 67,434 $ 116,573 $ 14,893 $ (131,466 ) $ 67,434 |
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, 2016 Operating Partnership Subsidiary Guarantors Subsidiary Non-Guarantors Eliminations Consolidated Total Cash flow from operating activities Net cash (used in) provided by operating activities $ (46,175 ) $ 186,707 $ 57,334 $ — $ 197,866 Return on investment in subsidiaries 244,041 — — (244,041 ) — Net cash provided by (used in) operating activities 197,866 186,707 57,334 (244,041 ) 197,866 Cash flow from investing activities Proceeds from the sale of real estate — 120,086 3,459 — 123,545 Investments in real estate – development — (27,579 ) (152,220 ) — (179,799 ) Acquisition of real estate — — (53,105 ) — (53,105 ) Acquisition of real estate – related party — — (20,168 ) — (20,168 ) Investments in subsidiaries (266,702 ) — — 266,702 — Return of investment in subsidiaries 123,545 — — (123,545 ) — Interest capitalized for real estate under development (2 ) (464 ) (7,299 ) — (7,765 ) Improvements to real estate — (3,868 ) (104 ) — (3,972 ) Additions to non real estate property (780 ) (196 ) (36 ) — (1,012 ) Net cash (used in) provided by investing activities (143,939 ) 87,979 (229,473 ) 143,157 (142,276 ) Cash flow from financing activities Line of credit: Proceeds 60,000 — — — 60,000 Repayments (60,000 ) — — — (60,000 ) Mortgage notes payable: Repayments — — (2,500 ) — (2,500 ) Payments of financing costs (5,600 ) — (25 ) — (5,625 ) Issuance of common units, net of offering costs 275,470 — — — 275,470 Issuance of preferred units, net of offering costs 194,252 — — — 194,252 Redemption of preferred units (351,250 ) — — — (351,250 ) Equity compensation proceeds 8,269 — — — 8,269 Parent financing — 32,107 234,595 (266,702 ) — Distribution to parent — (306,793 ) (60,793 ) 367,586 — Distributions (143,615 ) — — — (143,615 ) Net cash (used in) provided by financing activities (22,474 ) (274,686 ) 171,277 100,884 (24,999 ) Net increase in cash and cash equivalents 31,453 — (862 ) — 30,591 Cash and cash equivalents, beginning of period 21,697 — 5,318 — 27,015 Cash and cash equivalents, ending of period $ 53,150 $ — $ 4,456 $ — $ 57,606 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 ) Acquisition of real estate – related party — — (8,600 ) — (8,600 ) Investments in subsidiaries 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 notes payable: Proceeds 248,012 — — — 248,012 Payments of financing costs (4,705 ) — (25 ) — (4,730 ) Equity compensation payments (7,611 ) — — — (7,611 ) Stock 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 of period 21,806 — 3,574 — 25,380 Cash and cash equivalents, ending of period $ 58,912 $ — $ 4,706 $ — $ 63,618 |
1. Description of Business (Det
1. Description of Business (Details) | 9 Months Ended |
Sep. 30, 2016 | |
Subsidiary or Equity Method Investee [Line Items] | |
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 84.50% |
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 0.90% |
2. Significant Accounting Pol31
2. Significant Accounting Policies Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Significant Accounting Policies [Line Items] | |||||
Cash at Bank Held by Parent Company not Part of Operating Partnership | $ 4,200 | $ 4,200 | |||
Depreciation | 26,400 | $ 25,300 | 76,400 | $ 73,400 | |
Asset impairment charges | 0 | 0 | 0 | 0 | |
Gain (Loss) on Extinguishment of Debt | (1,232) | 0 | (1,232) | 0 | |
Write off of Unamortized Leasing Costs | 700 | ||||
Amortization of Deferred Leasing Fees | 1,000 | 1,000 | 3,100 | 3,900 | |
Fuel Inventory | 4,200 | 4,200 | $ 4,500 | ||
Notes, Loans and Financing Receivable, Gross, Noncurrent | 6,500 | 6,500 | 6,500 | ||
Account receivable reserve | 5,100 | 5,100 | 5,100 | ||
Notes, Loans and Financing Receivable, Net, Noncurrent | 1,400 | 1,400 | 1,400 | ||
Deferred Rent Reserve | 0 | 0 | 100 | ||
Foreign Currency Transaction Gain (Loss), before Tax | 100 | 0 | 100 | 0 | |
Retained earnings (accumulated deficit) | 0 | 0 | 79,945 | ||
DuPont Fabros Technology, L.P. [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Gain (Loss) on Extinguishment of Debt | $ (1,232) | $ 0 | $ (1,232) | $ 0 | |
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 | ||||
New Accounting Pronouncement, Early Adoption, Effect [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Retained earnings (accumulated deficit) | $ 74 |
2. Significant Accounting Pol32
2. Significant Accounting Policies Schedule of Deferred Financing Costs (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Assets [Member] | ||
Significant Accounting Policies [Line Items] | ||
Financing costs | $ 12,095 | $ 8,198 |
Accumulated amortization | (5,963) | (4,969) |
Financing costs, net | 6,132 | 3,229 |
Liability [Member] | ||
Significant Accounting Policies [Line Items] | ||
Financing costs | 20,423 | 20,531 |
Accumulated amortization | (7,235) | (5,618) |
Financing costs, net | $ 13,188 | $ 14,913 |
2. Significant Accounting Pol33
2. Significant Accounting Policies Schedule of Leasing Costs Incurred (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Schedule of Leasing Costs Incurred [Line Items] | ||||
Payments for Leasing Costs | $ 183 | $ 14 | $ 3,648 | $ 2,045 |
New Lease [Member] | ||||
Schedule of Leasing Costs Incurred [Line Items] | ||||
Payments for Leasing Costs | 183 | 5 | 3,453 | 889 |
Lease Renewal [Member] | ||||
Schedule of Leasing Costs Incurred [Line Items] | ||||
Payments for Leasing Costs | $ 0 | $ 9 | $ 195 | $ 1,156 |
2. Significant Accounting Pol34
2. Significant Accounting Policies Schedule of Deferred Leasing Costs (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Accounting Policies [Abstract] | ||
Leasing costs | $ 53,313 | $ 50,503 |
Accumulated amortization | (32,693) | (29,958) |
Leasing costs, net | $ 20,620 | $ 20,545 |
2. Significant Accounting Pol35
2. Significant Accounting Policies Schedule of Above and Below Market Lease Intangibles (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Accounting Policies [Abstract] | ||
Lease contracts above market value | $ 20,500 | $ 20,500 |
Accumulated amortization | (15,139) | (14,471) |
Lease contracts above market value, net | 5,361 | 6,029 |
Lease contracts below market value | 24,175 | 24,175 |
Accumulated Amortization | (21,031) | (20,043) |
Lease contracts below market value, net | $ 3,144 | $ 4,132 |
2. Significant Accounting Pol36
2. Significant Accounting Policies Schedule of Redeemable Noncontrolling Interests - Operating Partnership (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Accounting Policies [Abstract] | ||||
Balance at December 31, 2015, units | 15,073,563 | |||
Balance at December 31, 2015 | $ 479,189 | |||
Net loss (income) attributable to redeemable noncontrolling interests – operating partnership | $ 5,144 | $ 4,520 | 18,089 | $ 12,901 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Noncontrolling Interest | $ (40) | $ 0 | (40) | 0 |
Distributions declared | $ (19,976) | |||
Redemption of operating partnership units, shares | (1,263,565) | |||
Redemption of operating partnership units | $ (49,547) | (598) | ||
Adjustments to redeemable noncontrolling interests – operating partnership | $ 141,947 | $ (106,959) | ||
Balance at September 30, 2016, units | 13,809,998 | 13,809,998 | ||
Balance at September 30, 2016 | $ 569,662 | $ 569,662 |
2. Significant Accounting Pol37
2. Significant Accounting Policies Schedule of Redeemable Partnership Units (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Significant Accounting Policies [Line Items] | ||
Balance at December 31, 2015, units | 15,073,563 | |
Balance at December 31, 2015 | $ 479,189 | |
Redemption of operating partnership units, shares | (1,263,565) | |
Redemption of operating partnership units | $ (49,547) | $ (598) |
Balance at September 30, 2016, units | 13,809,998 | |
Balance at September 30, 2016 | $ 569,662 | |
DuPont Fabros Technology, L.P. [Member] | ||
Significant Accounting Policies [Line Items] | ||
Balance at December 31, 2015, units | 15,073,563 | |
Balance at December 31, 2015 | $ 479,189 | |
Redemption of operating partnership units, shares | (1,263,565) | |
Redemption of operating partnership units | $ (49,547) | $ (598) |
Adjustments to redeemable partnership units | $ 140,020 | |
Balance at September 30, 2016, units | 13,809,998 | |
Balance at September 30, 2016 | $ 569,662 |
2. Significant Accounting Pol38
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, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Accounting Policies [Abstract] | ||||
Net income attributable to controlling interests | $ 35,822 | $ 25,873 | $ 120,131 | $ 74,966 |
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 | 85,557 | 53,091 | (92,400) | 107,557 |
Net Income Attributable to Controlling Interests and Transfers from Redeemable Noncontrolling Interests Operating Partnership | $ 121,379 | $ 78,964 | $ 27,731 | $ 182,523 |
2. Significant Accounting Pol39
2. Significant Accounting Policies Schedule of New Accounting Pronouncement, Early Adoption (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
New Accounting Pronouncement, Early Adoption [Line Items] | ||
Additional paid in capital | $ 792,004 | $ 685,042 |
Retained earnings (accumulated deficit) | $ 0 | (79,945) |
Adjustments for New Accounting Principle, Early Adoption [Member] | ||
New Accounting Pronouncement, Early Adoption [Line Items] | ||
Additional paid in capital | 684,968 | |
Retained earnings (accumulated deficit) | (79,871) | |
New Accounting Pronouncement, Early Adoption, Effect [Member] | ||
New Accounting Pronouncement, Early Adoption [Line Items] | ||
Additional paid in capital | 74 | |
Retained earnings (accumulated deficit) | $ (74) |
3. Real Estate Assets Schedule
3. Real Estate Assets Schedule of Real Estate Assets (Details) $ in Thousands, CAD in Millions | 9 Months Ended | |||
Sep. 30, 2016USD ($)aRate | Sep. 30, 2016CADa | Dec. 31, 2015USD ($) | ||
Real Estate Assets [Line Items] | ||||
Land | $ 103,183 | $ 94,203 | ||
Buildings and improvements | 2,942,410 | 2,736,936 | ||
Construction in progress and land held for development | 282,184 | [1] | 300,939 | |
Income producing property | 3,045,593 | $ 2,831,139 | ||
Real Estate, Gross | $ 3,327,777 | |||
Area of Land | a | 20.6 | 20.6 | ||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 84.50% | |||
Gross proceeds from sale of NJ1 | $ 125,000 | |||
Purchase Options, Land | 10,000 | CAD 12.9 | ||
ACC2 [Member] | ||||
Real Estate Assets [Line Items] | ||||
Land | 2,500 | |||
Buildings and improvements | 156,459 | |||
Construction in progress and land held for development | ||||
Income producing property | 158,959 | |||
ACC3 [Member] | ||||
Real Estate Assets [Line Items] | ||||
Land | 1,071 | |||
Buildings and improvements | 96,080 | |||
Construction in progress and land held for development | ||||
Income producing property | 97,151 | |||
ACC4 [Member] | ||||
Real Estate Assets [Line Items] | ||||
Land | 6,600 | |||
Buildings and improvements | 538,652 | |||
Construction in progress and land held for development | ||||
Income producing property | 545,252 | |||
ACC5 [Member] | ||||
Real Estate Assets [Line Items] | ||||
Land | 6,443 | |||
Buildings and improvements | 299,016 | |||
Construction in progress and land held for development | ||||
Income producing property | 305,459 | |||
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-III [Member] | ||||
Real Estate Assets [Line Items] | ||||
Land | 7,663 | |||
Buildings and improvements | 265,034 | |||
Construction in progress and land held for development | ||||
Income producing property | 272,697 | |||
VA3 [Member] | ||||
Real Estate Assets [Line Items] | ||||
Land | 9,000 | |||
Buildings and improvements | 179,498 | |||
Construction in progress and land held for development | ||||
Income producing property | 188,498 | |||
VA4 [Member] | ||||
Real Estate Assets [Line Items] | ||||
Land | 6,800 | |||
Buildings and improvements | 149,553 | |||
Construction in progress and land held for development | ||||
Income producing property | 156,353 | |||
CH1 [Member] | ||||
Real Estate Assets [Line Items] | ||||
Land | 23,611 | |||
Buildings and improvements | 359,156 | |||
Construction in progress and land held for development | ||||
Income producing property | 382,767 | |||
CH2 Phase I-III [Member] | ||||
Real Estate Assets [Line Items] | ||||
Land | 13,775 | |||
Buildings and improvements | 249,181 | |||
Construction in progress and land held for development | ||||
Income producing property | 262,956 | |||
SC1 Phase I-II [Member] | ||||
Real Estate Assets [Line Items] | ||||
Land | 20,202 | |||
Buildings and improvements | 433,084 | |||
Construction in progress and land held for development | ||||
Income producing property | $ 453,286 | |||
ACC9 [Member] | ||||
Real Estate Assets [Line Items] | ||||
Area of Land | a | 35.4 | 35.4 | ||
Land Available for Development | $ 15,600 | |||
ACC11 or Powered-base shell [Member] | ||||
Real Estate Assets [Line Items] | ||||
Area of Land | a | 8.6 | 8.6 | ||
Land Available for Development | $ 4,600 | |||
OR1 and OR2 [Member] | ||||
Real Estate Assets [Line Items] | ||||
Area of Land | a | 46.7 | 46.7 | ||
Land Available for Development | $ 11,200 | |||
TOR1 [Member] | ||||
Real Estate Assets [Line Items] | ||||
Land Available for Development | $ 41,600 | CAD 54.3 | ||
Board of Directors Chairman [Member] | ACC9 [Member] | ||||
Real Estate Assets [Line Items] | ||||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | Rate | 7.00% | |||
Board of Directors Chairman [Member] | ACC11 or Powered-base shell [Member] | ||||
Real Estate Assets [Line Items] | ||||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | Rate | 23.00% | |||
Former CEO [Member] | ACC9 [Member] | ||||
Real Estate Assets [Line Items] | ||||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | Rate | 1.00% | |||
Former CEO [Member] | ACC11 or Powered-base shell [Member] | ||||
Real Estate Assets [Line Items] | ||||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | Rate | 18.00% | |||
[1] | (1)Properties located in Ashburn, VA (ACC7 Phase IV, ACC8, ACC9, ACC10, and ACC11), Elk Grove Village, IL (CH2 Phase IV and CH3), Santa Clara, CA (SC1 Phase III, formerly referred to as SC2), Hillsboro, OR (OR1 and OR2) and Vaughan, ON (TOR1). |
4. Debt Summary (Details)
4. Debt Summary (Details) $ in Thousands | Sep. 30, 2016USD ($) | Dec. 31, 2015USD ($) | |
Debt Instrument [Line Items] | |||
Mortgage notes payable | $ 111,875 | $ 114,075 | |
Unsecured Term Loan | 248,983 | 249,172 | |
Long-term Debt, Gross | 1,212,500 | 1,215,000 | |
Unsecured notes payable | 836,732 | 834,963 | |
Line of credit | $ 0 | 0 | |
Total Debt in Percentage | 100.00% | ||
Debt, Weighted Average Interest Rate | 4.70% | ||
Long Term Debt, Weighted Average Maturity in Years | 5.1 | ||
Fixed Rate Debt [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Percentage Bearing Fixed Interest, Amount | $ 850,000 | 850,000 | |
Percentage of Total Debt | 70.00% | ||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 5.80% | ||
FixedInterestDebtMaturityInYears | 5.5 | ||
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 | 5 | ||
Unsecured Notes due 2023 [Member] | |||
Debt Instrument [Line Items] | |||
Unsecured notes payable | $ 250,000 | [1] | 250,000 |
Percentage of Total Debt | 21.00% | ||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 5.625% | ||
Unsecured Debt Maturity, in Years | 6.7 | ||
Floating Rate Debt [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Percentage Bearing Variable Interest, Amount | $ 362,500 | 365,000 | |
Percentage of Total Debt | 30.00% | ||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 2.00% | ||
VariableInterestDebtMaturityInYears | 4.1 | ||
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit | $ 0 | 0 | |
Percentage of Total Debt | 0.00% | ||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 0.00% | ||
Unsecured Debt Maturity, in Years | 3.8 | ||
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 | 2.00% | ||
Unsecured Debt Maturity, in Years | 5.3 | ||
AccThreeTermLoan [Member] | |||
Debt Instrument [Line Items] | |||
Term Loan | $ 112,500 | 115,000 | |
Percentage of Total Debt | 9.00% | ||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 2.10% | ||
Secured Debt Maturity, in Years | 1.5 | ||
Secured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Mortgage notes payable | $ 112,500 | 115,000 | |
Percentage of Total Debt | 9.00% | ||
Long-Term Debt, Secured Interest Rate | 2.10% | ||
Secured Debt Maturity, in Years | 1.5 | ||
Unsecured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Unsecured Term Loan | $ 1,100,000 | $ 1,100,000 | |
Percentage of Total Debt | 91.00% | ||
Long-Term Debt, Unsecured Interest Rate | 4.90% | ||
Unsecured Debt Maturity, in Years | 5.4 | ||
Unsecured Notes due 2023 [Member] | |||
Debt Instrument [Line Items] | |||
Unsecured notes payable | $ 250,000 | ||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 5.625% | ||
Debt Instrument, Unamortized Discount | $ (1,700) | ||
[1] | (2) Principal amount excludes original issue discount of $1.7 million |
4. Debt Unsecured Credit Facili
4. Debt Unsecured Credit Facility (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Line of credit | $ 0 | $ 0 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Line of Credit Facility, Current Borrowing Capacity | 750,000 | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,250,000 | |
Debt Instrument, Maturity Date | Jul. 25, 2020 | |
Facility amount available for Letters of Credit | $ 35,000 | |
Letters of Credit Outstanding, Amount | 0 | |
Line of credit | $ 0 | |
Revolving Credit Facility [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Unsecured Debt To Unencumbered Assets | 60.00% | |
Unsecured Debt To Unencumbered Assets After Material Acquisition | 65.00% | |
Ratio of Total Indebtedness To Gross Assets Value | 60.00% | |
Ratio of Total Indebtedness To Gross Assets Value After Material Acquisition | 65.00% | |
Unhedged Variable Rate Debt To Gross Asset Value Ratio | 30.00% | |
Revolving Credit Facility [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Income from Unencumbered Assets To Unsecured Debt | 12.50% | |
Income from Unencumbered Assets To Unsecured Debt After Material Acquisition | 10.00% | |
Fixed Charge Coverage Ratio | 1.70 | |
Tangible Net Worth Amount | $ 2,300,000 | |
Percentage Of Equity Offerings And Interests In Operating Partnerships To Be Added To Tangible Net Worth Threshold | 75.00% |
4. Debt Applicable Margin of Un
4. Debt Applicable Margin of Unsecured Credit Facility (Details) - Revolving Credit Facility [Member] | 9 Months Ended |
Sep. 30, 2016 | |
Maximum [Member] | |
Debt Instrument [Line Items] | |
Ratio of Total Indebtedness To Gross Assets Value | 60.00% |
Maximum [Member] | Pricing Level 1 [Member] | |
Debt Instrument [Line Items] | |
Ratio of Total Indebtedness To Gross Assets Value | 35.00% |
Maximum [Member] | Pricing Level 2 [Member] | |
Debt Instrument [Line Items] | |
Ratio of Total Indebtedness To Gross Assets Value | 40.00% |
Maximum [Member] | Pricing Level 3 [Member] | |
Debt Instrument [Line Items] | |
Ratio of Total Indebtedness To Gross Assets Value | 45.00% |
Maximum [Member] | Pricing Level 4 [Member] | |
Debt Instrument [Line Items] | |
Ratio of Total Indebtedness To Gross Assets Value | 52.50% |
Minimum [Member] | Pricing Level 2 [Member] | |
Debt Instrument [Line Items] | |
Ratio of Total Indebtedness To Gross Assets Value | 35.00% |
Minimum [Member] | Pricing Level 3 [Member] | |
Debt Instrument [Line Items] | |
Ratio of Total Indebtedness To Gross Assets Value | 40.00% |
Minimum [Member] | Pricing Level 4 [Member] | |
Debt Instrument [Line Items] | |
Ratio of Total Indebtedness To Gross Assets Value | 45.00% |
Minimum [Member] | Pricing Level 5 [Member] | |
Debt Instrument [Line Items] | |
Ratio of Total Indebtedness To Gross Assets Value | 52.50% |
London Interbank Offered Rate (LIBOR) [Member] | Pricing Level 1 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.55% |
London Interbank Offered Rate (LIBOR) [Member] | Pricing Level 2 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.65% |
London Interbank Offered Rate (LIBOR) [Member] | Pricing Level 3 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.80% |
London Interbank Offered Rate (LIBOR) [Member] | Pricing Level 4 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.95% |
London Interbank Offered Rate (LIBOR) [Member] | Pricing Level 5 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 2.15% |
Base Rate [Member] | Pricing Level 1 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.55% |
Base Rate [Member] | Pricing Level 2 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.65% |
Base Rate [Member] | Pricing Level 3 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.80% |
Base Rate [Member] | Pricing Level 4 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.95% |
Base Rate [Member] | Pricing Level 5 [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) - Revolving Credit Facility [Member] | 9 Months Ended |
Sep. 30, 2016 | |
Maximum [Member] | |
Debt Instrument [Line Items] | |
Ratio of Total Indebtedness To Gross Assets Value | 60.00% |
London Interbank Offered Rate (LIBOR) [Member] | Moody's, A3 Rating [Member] | Credit Rating Level 1 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.85% |
London Interbank Offered Rate (LIBOR) [Member] | Moody's, Baa1 Rating [Member] | Credit Rating Level 2 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.90% |
London Interbank Offered Rate (LIBOR) [Member] | Moody's, Baa2 Rating [Member] | Credit Rating Level 3 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.00% |
London Interbank Offered Rate (LIBOR) [Member] | Moody's, Baa3 Rating [Member] | Credit Rating Level 4 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.20% |
London Interbank Offered Rate (LIBOR) [Member] | Moody's, Baa3 Rating [Member] | Credit Rating Level 5 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.55% |
Base Rate [Member] | Moody's, A3 Rating [Member] | Credit Rating Level 1 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.00% |
Base Rate [Member] | Moody's, Baa1 Rating [Member] | Credit Rating Level 2 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.00% |
Base Rate [Member] | Moody's, Baa2 Rating [Member] | Credit Rating Level 3 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.00% |
Base Rate [Member] | Moody's, Baa3 Rating [Member] | Credit Rating Level 4 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.20% |
Base Rate [Member] | Moody's, Baa3 Rating [Member] | Credit Rating Level 5 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.55% |
4. Debt Unsecured Term Loan (De
4. Debt Unsecured Term Loan (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Unsecured Term Loan | $ 248,983 | $ 249,172 |
Unsecured Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Unsecured Term Loan | $ 250,000 | |
Debt Instrument, Maturity Date | Jan. 21, 2022 | |
Unsecured Term Loan [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Unsecured Debt To Unencumbered Assets | 60.00% | |
Unsecured Debt To Unencumbered Assets After Material Acquisition | 65.00% | |
Ratio of Total Indebtedness To Gross Assets Value | 60.00% | |
Ratio of Total Indebtedness To Gross Assets Value After Material Acquisition | 65.00% | |
Unhedged Variable Rate Debt To Gross Asset Value Ratio | 30.00% | |
Unsecured Term Loan [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Income from Unencumbered Assets To Unsecured Debt | 12.50% | |
Income from Unencumbered Assets To Unsecured Debt After Material Acquisition | 10.00% | |
Fixed Charge Coverage Ratio | 1.70 | |
Tangible Net Worth Amount | $ 2,300,000 | |
Percentage Of Equity Offerings And Interests In Operating Partnerships To Be Added To Tangible Net Worth Threshold | 75.00% |
4. Debt Applicable Margin of 46
4. Debt Applicable Margin of Unsecured Term Loan (Details) - Unsecured Term Loan [Member] | 9 Months Ended |
Sep. 30, 2016 | |
London Interbank Offered Rate (LIBOR) [Member] | Pricing Level 1 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.50% |
London Interbank Offered Rate (LIBOR) [Member] | Pricing Level 2 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.60% |
London Interbank Offered Rate (LIBOR) [Member] | Pricing Level 3 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.75% |
London Interbank Offered Rate (LIBOR) [Member] | Pricing Level 4 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.90% |
London Interbank Offered Rate (LIBOR) [Member] | Pricing Level 5 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 2.10% |
Base Rate [Member] | Pricing Level 1 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.50% |
Base Rate [Member] | Pricing Level 2 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.60% |
Base Rate [Member] | Pricing Level 3 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.75% |
Base Rate [Member] | Pricing Level 4 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.90% |
Base Rate [Member] | Pricing Level 5 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.10% |
Maximum [Member] | |
Debt Instrument [Line Items] | |
Ratio of Total Indebtedness To Gross Assets Value | 60.00% |
Maximum [Member] | Pricing Level 1 [Member] | |
Debt Instrument [Line Items] | |
Ratio of Total Indebtedness To Gross Assets Value | 35.00% |
Maximum [Member] | Pricing Level 2 [Member] | |
Debt Instrument [Line Items] | |
Ratio of Total Indebtedness To Gross Assets Value | 40.00% |
Maximum [Member] | Pricing Level 3 [Member] | |
Debt Instrument [Line Items] | |
Ratio of Total Indebtedness To Gross Assets Value | 45.00% |
Maximum [Member] | Pricing Level 4 [Member] | |
Debt Instrument [Line Items] | |
Ratio of Total Indebtedness To Gross Assets Value | 52.50% |
Minimum [Member] | Pricing Level 2 [Member] | |
Debt Instrument [Line Items] | |
Ratio of Total Indebtedness To Gross Assets Value | 35.00% |
Minimum [Member] | Pricing Level 3 [Member] | |
Debt Instrument [Line Items] | |
Ratio of Total Indebtedness To Gross Assets Value | 40.00% |
Minimum [Member] | Pricing Level 4 [Member] | |
Debt Instrument [Line Items] | |
Ratio of Total Indebtedness To Gross Assets Value | 45.00% |
Minimum [Member] | Pricing Level 5 [Member] | |
Debt Instrument [Line Items] | |
Ratio of Total Indebtedness To Gross Assets Value | 52.50% |
4. Debt Credit Rating for Uns47
4. Debt Credit Rating for Unsecured Term Loan (Details) - Unsecured Term Loan [Member] | 9 Months Ended |
Sep. 30, 2016 | |
London Interbank Offered Rate (LIBOR) [Member] | Credit Rating Level 1 [Member] | Moody's, A3 Rating [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.825% |
London Interbank Offered Rate (LIBOR) [Member] | Credit Rating Level 2 [Member] | Moody's, Baa1 Rating [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.875% |
London Interbank Offered Rate (LIBOR) [Member] | Credit Rating Level 3 [Member] | Moody's, Baa2 Rating [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.00% |
London Interbank Offered Rate (LIBOR) [Member] | Credit Rating Level 4 [Member] | Moody's, Baa3 Rating [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.25% |
London Interbank Offered Rate (LIBOR) [Member] | Credit Rating Level 5 [Member] | Moody's, Baa3 Rating [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.65% |
Base Rate [Member] | Credit Rating Level 1 [Member] | Moody's, A3 Rating [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.00% |
Base Rate [Member] | Credit Rating Level 2 [Member] | Moody's, Baa1 Rating [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.00% |
Base Rate [Member] | Credit Rating Level 3 [Member] | Moody's, Baa2 Rating [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.00% |
Base Rate [Member] | Credit Rating Level 4 [Member] | Moody's, Baa3 Rating [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.25% |
Base Rate [Member] | Credit Rating Level 5 [Member] | Moody's, Baa3 Rating [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.65% |
4. Debt ACC3 Term Loan (Details
4. Debt ACC3 Term Loan (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016USD ($) | Dec. 31, 2015USD ($) | |
Debt Instrument [Line Items] | ||
Mortgage notes payable | $ 111,875 | $ 114,075 |
AccThreeTermLoan [Member] | ||
Debt Instrument [Line Items] | ||
Mortgage notes payable | $ 112,500 | |
Debt Instrument, Maturity Date | Mar. 27, 2018 | |
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 | |
AccThreeTermLoan [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.55% | |
AccThreeTermLoan [Member] | Base Rate [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.55% |
4. Debt Unsecured Notes due 202
4. Debt Unsecured Notes due 2021 (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Unsecured notes payable | $ 836,732 | $ 834,963 |
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 | |
Unencumbered Assets to Unsecured Debt | 150.00% | |
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 250
4. Debt Unsecured Notes due 2023 (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Unsecured notes payable | $ 836,732 | $ 834,963 |
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 | |
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, 2016 | Dec. 31, 2015 | ||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 1,212,500 | $ 1,215,000 | |
Total Debt in Percentage | 100.00% | ||
Debt, Weighted Average Interest Rate | 4.70% | ||
2016 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Principal | $ 1,250 | ||
Percentage of Total Debt | 0.10% | ||
Debt, Weighted Average Interest Rate | 2.10% | ||
2017 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Principal | $ 8,750 | ||
Percentage of Total Debt | 0.70% | ||
Debt, Weighted Average Interest Rate | 2.10% | ||
2018 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Principal | $ 102,500 | ||
Percentage of Total Debt | 8.50% | ||
Debt, Weighted Average Interest Rate | 2.10% | ||
2019 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Principal | $ 0 | ||
Percentage of Total Debt | 0.00% | ||
Debt, Weighted Average Interest Rate | 0.00% | ||
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 | 49.50% | ||
Debt, Weighted Average Interest Rate | 5.90% | ||
2022 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Principal | $ 250,000 | ||
Percentage of Total Debt | 20.60% | ||
Debt, Weighted Average Interest Rate | 2.00% | ||
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 | 850,000 | |
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 | $ 362,500 | $ 365,000 | |
Percentage of Total Debt | 30.00% | ||
Floating Rate Debt [Member] | 2016 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Principal | [3] | $ 1,250 | |
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] | 0 | |
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 | 250,000 | ||
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, Unamortized Discount | $ 1,700 | ||
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 | Jan. 21, 2022 | ||
[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 excludes original issue discount of $1.7 million as of September 30, 2016. | ||
[3] | The ACC3 Term Loan matures on March 27, 2018 with no extension option. Quarterly principal payments of $1.25 million began on April 1, 2016, increase to $2.5 million on April 1, 2017 and continue through maturity. | ||
[4] | The Unsecured Term Loan matures on January 21, 2022 with no extension option. |
5. Commitments and Contingenc52
5. Commitments and Contingencies (Details) - 9 months ended Sep. 30, 2016 CAD in Millions, $ in Millions | USD ($)a | CADa |
Long-term Purchase Commitment [Line Items] | ||
Area of Land | a | 20.6 | 20.6 |
Purchase Options, Land | $ 10 | CAD 12.9 |
Percentage Of Built In Gain That Can Be Recognized Without Triggering Tax Protection Provisions | 90.00% | 90.00% |
Initial Built In Gain | $ 667 | |
Amount of Built In Gain That Can Be Recognized Without Triggering Tax Protection Provisions | $ 600 | |
Increase in Percentage of Built In Gain That Can Be Recognized Each Year Without Triggering Tax Protection Provisions | 10.00% | 10.00% |
Percentage Of Built In Gain That Can Be Recognized In Two Thousand Seventeen Without Triggering Tax Protection Provisions | 100.00% | 100.00% |
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% | |
ACC7 Phase III [Member] | ||
Long-term Purchase Commitment [Line Items] | ||
Estimated Control Cost | $ 62.6 | |
Amount of Control Estimate Incurred | 62.6 | |
Total Commitments For Purchase of Equipment And Labor Related to Development | 0 | |
ACC7 Phase IV [Member] | ||
Long-term Purchase Commitment [Line Items] | ||
Estimated Control Cost | 33.3 | |
Amount of Control Estimate Incurred | 30.3 | |
Total Commitments For Purchase of Equipment And Labor Related to Development | 1.6 | |
CH2 Phase III [Member] | ||
Long-term Purchase Commitment [Line Items] | ||
Estimated Control Cost | 54.2 | |
Amount of Control Estimate Incurred | 54 | |
Total Commitments For Purchase of Equipment And Labor Related to Development | 0.1 | |
CH2 Phase IV [Member] | ||
Long-term Purchase Commitment [Line Items] | ||
Estimated Control Cost | 4.7 | |
Amount of Control Estimate Incurred | 4 | |
Total Commitments For Purchase of Equipment And Labor Related to Development | 0.4 | |
ACC9 Phase I [Member] | ||
Long-term Purchase Commitment [Line Items] | ||
Estimated Control Cost | 168.4 | |
Amount of Control Estimate Incurred | 46.9 | |
Total Commitments For Purchase of Equipment And Labor Related to Development | 51 | |
ACC9 Phase II [Member] | ||
Long-term Purchase Commitment [Line Items] | ||
Estimated Control Cost | 63.9 | |
Amount of Control Estimate Incurred | 0 | |
Total Commitments For Purchase of Equipment And Labor Related to Development | 0 | |
SC1 Phase III [Member] | ||
Long-term Purchase Commitment [Line Items] | ||
Estimated Control Cost | 149 | |
Amount of Control Estimate Incurred | 55.1 | |
Total Commitments For Purchase of Equipment And Labor Related to Development | 26.7 | |
CH3 Phase I [Member] | ||
Long-term Purchase Commitment [Line Items] | ||
Estimated Control Cost | 1.7 | |
Amount of Control Estimate Incurred | 0.6 | |
Total Commitments For Purchase of Equipment And Labor Related to Development | $ 0.9 |
6. Redeemable noncontrolling 53
6. Redeemable noncontrolling interests operating partnership / Redeemable partnership units (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Redeemable noncontrolling interests – operating partnership / Redeemable partnership units [Line Items] | ||
Redeemable noncontrolling interests - operating partnership | $ 569,662 | $ 479,189 |
Share Price | $ 41.25 | $ 31.79 |
Redemption of operating partnership units, shares | 1,263,565 |
7. Preferred Stock (Details)
7. Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 15, 2016 | Jun. 09, 2016 | May 27, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Jan. 31, 2012 | Oct. 31, 2010 |
Preferred Stock [Line Items] | |||||||||||
Proceeds from Issuance of Redeemable Preferred Stock | $ 194,252 | $ 0 | |||||||||
Series A cumulative redeemable perpetual preferred stock [Member] | |||||||||||
Preferred Stock [Line Items] | |||||||||||
Preferred stock, shares issued | 0 | 0 | 7,400,000 | 7,400,000 | |||||||
Preferred Stock, Dividend Rate, Percentage | 7.875% | ||||||||||
Preferred stock, $.001 par value, 50,000,000 shares authorized | $ 0 | $ 0 | $ 185,000 | $ 185,000 | |||||||
Preferred Stock, Liquidation Preference Per Share | $ 25 | $ 25 | |||||||||
Preferred Stock, Dividends Per Share, Declared | $ 0.4921875 | ||||||||||
Dividends Payable, Date of Record | Apr. 1, 2016 | ||||||||||
Dividends Payable, Date to be Paid | Apr. 15, 2016 | ||||||||||
Preferred Stock, Redemption Date | Jun. 9, 2016 | May 27, 2016 | |||||||||
Stock Redeemed or Called During Period, Shares | 4,000,000 | 3,400,000 | |||||||||
Preferred Stock Redemption Premium | $ 6,400 | ||||||||||
Series B cumulative redeemable perpetual preferred stock [Member] | |||||||||||
Preferred Stock [Line Items] | |||||||||||
Preferred stock, shares issued | 0 | 0 | 6,650,000 | 6,650,000 | |||||||
Preferred Stock, Dividend Rate, Percentage | 7.625% | ||||||||||
Preferred stock, $.001 par value, 50,000,000 shares authorized | $ 0 | $ 0 | $ 166,250 | $ 166,250 | |||||||
Preferred Stock, Liquidation Preference Per Share | $ 25 | $ 25 | |||||||||
Preferred Stock, Dividends Per Share, Declared | $ 0.4765625 | $ 0.4765625 | |||||||||
Dividends Payable, Date of Record | Jul. 1, 2016 | Apr. 1, 2016 | |||||||||
Dividends Payable, Date to be Paid | Jul. 15, 2016 | Apr. 15, 2016 | |||||||||
Preferred Stock, Redemption Date | Jul. 15, 2016 | Jun. 9, 2016 | |||||||||
Stock Redeemed or Called During Period, Shares | 4,000,000 | 2,650,000 | |||||||||
Preferred Stock Redemption Premium | $ 6,100 | ||||||||||
Series C cumulative redeemable perpetual preferred stock [Member] | |||||||||||
Preferred Stock [Line Items] | |||||||||||
Preferred stock, shares issued | 8,050,000 | 8,050,000 | 0 | ||||||||
Preferred Stock, Dividend Rate, Percentage | 6.625% | ||||||||||
Preferred stock, $.001 par value, 50,000,000 shares authorized | $ 201,250 | $ 201,250 | $ 0 | ||||||||
Preferred Stock, Liquidation Preference Per Share | $ 25 | $ 25 | |||||||||
Preferred Stock, Dividends Per Share, Declared | $ 0.4140625 | $ 0.4094618 | |||||||||
Dividends Payable, Date of Record | Nov. 1, 2016 | Aug. 1, 2016 | |||||||||
Dividends Payable, Date to be Paid | Nov. 15, 2016 | Aug. 15, 2016 | |||||||||
Proceeds from Issuance of Redeemable Preferred Stock | $ 194,252 | ||||||||||
Share Cap to Determine Redemption Price in Change in Control | 1.1723 |
8. Stockholders Equity of the55
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, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Stockholders’ Equity of the REIT and Partners’ Capital of the OP [Line Items] | ||||||
Shares Issued, Price Per Share | $ 37.75 | $ 37.75 | ||||
Issuance of common stock, full exercise of underwriters' option | 993,000 | |||||
Stock Issued During Period, Value, New Issues | $ 275,470 | |||||
Dividends declared per common share | 0.47 | $ 0.42 | $ 1.41 | $ 1.26 | ||
Common Stock [Member] | ||||||
Stockholders’ Equity of the REIT and Partners’ Capital of the OP [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 7,613,000 | |||||
Stock Issued During Period, Value, New Issues | $ 275,470 | |||||
Dividends declared per common share | $ 0.47 | $ 0.47 | $ 0.47 | |||
Dividends Payable, Date of Record | Oct. 7, 2016 | Jul. 1, 2016 | Apr. 1, 2016 | |||
Dividends Payable, Date to be Paid | Oct. 17, 2016 | Jul. 15, 2016 | Apr. 15, 2016 |
9. Equity Compensation Plan Nar
9. Equity Compensation Plan Narrative (Details) $ in Millions | 9 Months Ended | ||
Sep. 30, 2016USD ($)shares | Sep. 30, 2015USD ($)shares | Dec. 31, 2015shares | |
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 | 3,908,491 | ||
Share Equivalents Remaining Available | 2,391,509 | ||
Shares of restricted stock, Granted | 175,410 | ||
Value of Restricted Stock Awarded during period | $ | $ 6 | ||
Shares of restricted stock, Vested | 133,113 | ||
Value of Restricted Stock on Vesting Date | $ | $ 4.8 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ | $ 7.5 | ||
Weighted Average Vesting Period | 1 year 73 days | ||
Number of Options Granted | 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (47,958) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 349,142 | ||
Restricted Stock [Member] | |||
Equity Compensation Plan [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 343,481 | ||
Performance Shares [Member] | |||
Equity Compensation Plan [Line Items] | |||
Shares of restricted stock, Granted | 112,951 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ | $ 4.3 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 196,652 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 32,985 | 0 | |
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 | $ | $ 1.9 | ||
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, 2016$ / sharesshares | |
Equity Compensation Plan [Line Items] | |
Shares of restricted stock, Unvested balance at December 31, 2015 | shares | 349,142 |
Shares of restricted stock, Granted | shares | 175,410 |
Shares of restricted stock, Vested | shares | (133,113) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | shares | (47,958) |
Weighted Average Grant Date Fair Value, Unvested balance at December 31, 2015 | $ / shares | $ 28.02 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 33.96 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 26.02 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 30.41 |
Weighted Average Grant Date Fair Value, Unvested balance at September 30, 2016 | $ / shares | $ 31.50 |
Restricted Stock [Member] | |
Equity Compensation Plan [Line Items] | |
Shares of restricted stock, Unvested balance at September 30, 2016 | shares | 343,481 |
9. Equity Compensation Plan S58
9. Equity Compensation Plan Summary of Stock Options (Details) $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($)$ / sharesshares | |
Equity Compensation Plan [Line Items] | |
Under option, December 31, 2015 | shares | 1,230,212 |
Granted | shares | 0 |
Exercised | shares | (478,733) |
Forfeited | shares | 0 |
Under option, September 30, 2016 | shares | 751,479 |
Weighted Average Exercise Price, Under Option, December 31, 2015 | $ / shares | $ 18.28 |
Weighted Average Exercise Price, Granted | $ / shares | 0 |
Weighted Average Exercise Price, Exercised | $ / shares | 22.12 |
Weighted Average Exercise Price, Forfeited | $ / shares | 0 |
Weighted Average Exercise Price, Under Option, September 30, 2016 | $ / shares | $ 15.83 |
Total Unearned Compensation | $ | $ 0 |
Weighted Average Remaining Contractual Term | 3 years 329 days |
9. Equity Compensation Plan S59
9. Equity Compensation Plan Summary of Unvested Stock Options (Details) | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Equity Compensation Plan [Line Items] | |
Unvested balance at December 31, 2015 | shares | 38,771 |
Granted | shares | 0 |
Vested | shares | (38,771) |
Forfeited | shares | 0 |
Unvested balance at September 30, 2016 | shares | 0 |
Weighted Average Grant Date Fair Value, Unvested at December 31, 2015 | $ / shares | $ 4.75 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 4.75 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Unvested at September 30, 2016 | $ / shares | $ 0 |
9. Equity Compensation Plan S60
9. Equity Compensation Plan Summary of Exercisable Stock Options (Details) $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($)$ / sharesshares | |
Equity Compensation Plan [Line Items] | |
Options Exercisable at December 31, 2015 | shares | 1,191,441 |
Vested | shares | 38,771 |
Exercised | shares | (478,733) |
Options Exercisable at September 30, 2016 | shares | 751,479 |
Weighted Average Grant Date Fair Value, Exercisable at December 31, 2015 | $ 5.41 |
Weighted Average Grant Date Fair Value, Vested | 4.75 |
Weighted Average Grant Date Fair Value, Exercised | 6.46 |
Weighted Average Grant Date Fair Value, Exercisable at September 30, 2016 | $ 4.71 |
Intrinsic Value | $ | $ 19.1 |
Weighted Average Exercise Price | $ 15.83 |
Weighted Average Remaining Contractual Term | 3 years 329 days |
9. Equity Compensation Plan S61
9. Equity Compensation Plan Summary of Assumptions Used for Performance Units Granted (Details) $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($)$ / sharesshares | |
Equity Compensation Plan [Line Items] | |
Performance Units Granted In Period | shares | 175,410 |
Performance Shares [Member] | |
Equity Compensation Plan [Line Items] | |
Performance Units Granted In Period | shares | 112,951 |
Expected volatility | 24.00% |
Expected annual dividend | 5.98% |
Risk-free rate | 1.32% |
Performance unit fair value at date of grant | $ / shares | $ 38.08 |
Total grant fair value at date of grant (millions) | $ | $ 4.3 |
Maximum value of grant on vesting date based on closing price of the Company's stock at the date of grant | $ | $ 10.7 |
10. Earnings Per Share of the62
10. Earnings Per Share of the REIT (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Earnings per share of the REIT [Line Items] | ||||
Weighted average common shares – basic | 75,232,413 | 65,041,159 | 72,212,874 | 65,190,737 |
Effect of dilutive securities | 863,581 | 520,732 | 859,253 | 728,239 |
Weighted average common shares – diluted | 76,095,994 | 65,561,891 | 73,072,127 | 65,918,976 |
Net income attributable to common shares | $ 28,524 | $ 19,062 | $ 90,231 | $ 54,533 |
Net income allocated to unvested restricted shares | (161) | (142) | (473) | (435) |
Net income attributable to common shares, adjusted | $ 28,363 | $ 18,920 | $ 89,758 | $ 54,098 |
Earnings per common share – basic | $ 0.38 | $ 0.29 | $ 1.24 | $ 0.83 |
Net Income (Loss) Available to Common Stockholders, Diluted | $ 28,363 | $ 18,920 | $ 89,758 | $ 54,098 |
Earnings per common share – diluted | $ 0.37 | $ 0.29 | $ 1.23 | $ 0.82 |
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 63
11. Earnings Per Unit of the Operating Partnership (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
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) | 89,042,610 | 80,460,396 | 86,691,833 | 80,610,303 |
Effect of dilutive securities | 863,581 | 520,732 | 859,253 | 728,239 |
Weighted average common units – diluted | 89,906,191 | 80,981,128 | 87,551,086 | 81,338,542 |
Net income Loss attributable to common units, basic | $ 33,668 | $ 23,582 | $ 108,320 | $ 67,434 |
Net income allocated to unvested restricted units | (161) | (142) | (473) | (435) |
Net income attributable to common units, adjusted | $ 33,507 | $ 23,440 | $ 107,847 | $ 66,999 |
Earnings per unit, basic | $ 0.38 | $ 0.29 | $ 1.24 | $ 0.83 |
Earnings per unit, diluted | $ 0.37 | $ 0.29 | $ 1.23 | $ 0.82 |
DuPont Fabros Technology, L.P. [Member] | ||||
Earnings per unit of the Operating Partnership [Line Items] | ||||
Net income Loss attributable to common units, basic | $ 33,668 | $ 23,582 | $ 108,320 | $ 67,434 |
Earnings per unit, basic | $ 0.38 | $ 0.29 | $ 1.24 | $ 0.83 |
Earnings per unit, diluted | $ 0.37 | $ 0.29 | $ 1.23 | $ 0.82 |
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 Millions | Sep. 30, 2016USD ($) |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Long-term Debt | $ 1,210.8 |
Long-term Debt, Fair Value | $ 1,252.5 |
13. Supplemental Consolidatin65
13. Supplemental Consolidating Financial Data for Subsidiary Guarantors of the Unsecured Notes Supplemental Consolidating Balance Sheets (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Supplemental Consolidating Statements Of Balance Sheets [Line Items] | |||||
Land | $ 103,183 | $ 94,203 | |||
Buildings and improvements | 2,942,410 | 2,736,936 | |||
Income producing property | 3,045,593 | 2,831,139 | |||
Less: accumulated depreciation | (635,324) | (560,837) | |||
Net income producing property | 2,410,269 | 2,270,302 | |||
Construction in progress and land held for development | 282,184 | [1] | 300,939 | ||
Net real estate | 2,692,453 | 2,571,241 | |||
Cash and cash equivalents | 61,821 | 31,230 | $ 67,836 | $ 29,598 | |
Rents and other receivables | 12,852 | 9,588 | |||
Deferred rent | 124,139 | 128,941 | |||
Lease contracts above market value, net | 5,361 | 6,029 | |||
Deferred costs, net | 26,752 | 23,774 | |||
Prepaid expenses and other assets | 41,422 | 44,689 | |||
Total assets | 2,964,800 | 2,815,492 | |||
Line of credit | 0 | 0 | |||
Mortgage notes payable | 111,875 | 114,075 | |||
Unsecured Term Loan | 248,983 | 249,172 | |||
Unsecured notes payable | 836,732 | 834,963 | |||
Accounts payable and accrued liabilities | 31,671 | 32,301 | |||
Construction costs payable | 46,549 | 22,043 | |||
Accrued interest payable | 6,199 | 11,821 | |||
Distribution payable | 43,678 | 43,906 | |||
Lease contracts below market value, net | 3,144 | 4,132 | |||
Prepaid rents and other liabilities | 73,178 | 67,477 | |||
Total liabilities | 1,402,009 | 1,379,890 | |||
Redeemable partnership units | 569,662 | 479,189 | |||
Commitments and contingencies | 0 | 0 | |||
Total liabilities and stockholders’ equity | 2,964,800 | 2,815,492 | |||
DuPont Fabros Technology, L.P. [Member] | |||||
Supplemental Consolidating Statements Of Balance Sheets [Line Items] | |||||
Land | 103,183 | 94,203 | |||
Buildings and improvements | 2,942,410 | 2,736,936 | |||
Income producing property | 3,045,593 | 2,831,139 | |||
Less: accumulated depreciation | (635,324) | (560,837) | |||
Net income producing property | 2,410,269 | 2,270,302 | |||
Construction in progress and land held for development | 282,184 | 300,939 | |||
Net real estate | 2,692,453 | 2,571,241 | |||
Cash and cash equivalents | 57,606 | 27,015 | 63,618 | 25,380 | |
Rents and other receivables | 12,852 | 9,588 | |||
Deferred rent | 124,139 | 128,941 | |||
Lease contracts above market value, net | 5,361 | 6,029 | |||
Deferred costs, net | 26,752 | 23,774 | |||
Investment in affiliates | 0 | 0 | |||
Prepaid expenses and other assets | 41,422 | 44,689 | |||
Total assets | 2,960,585 | 2,811,277 | |||
Line of credit | 0 | 0 | |||
Mortgage notes payable | 111,875 | 114,075 | |||
Unsecured Term Loan | 248,983 | 249,172 | |||
Unsecured notes payable | 836,732 | 834,963 | |||
Accounts payable and accrued liabilities | 31,671 | 32,301 | |||
Construction costs payable | 46,549 | 22,043 | |||
Accrued interest payable | 6,199 | 11,821 | |||
Distribution payable | 43,678 | 43,906 | |||
Lease contracts below market value, net | 3,144 | 4,132 | |||
Prepaid rents and other liabilities | 73,178 | 67,477 | |||
Total liabilities | 1,402,009 | 1,379,890 | |||
Redeemable partnership units | 569,662 | 479,189 | |||
Commitments and contingencies | 0 | 0 | |||
General Partners' Capital | 6,903 | 6,021 | |||
Total partners’ capital | 988,914 | 952,198 | |||
Total liabilities and stockholders’ equity | 2,960,585 | 2,811,277 | |||
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 | 53,150 | 21,697 | 58,912 | 21,806 | |
Rents and other receivables | 1,764 | 1,391 | |||
Deferred rent | 0 | 0 | |||
Lease contracts above market value, net | 0 | 0 | |||
Deferred costs, net | 6,132 | 3,236 | |||
Investment in affiliates | 2,633,798 | 2,546,465 | |||
Prepaid expenses and other assets | 3,907 | 3,025 | |||
Total assets | 2,698,751 | 2,575,814 | |||
Line of credit | 0 | 0 | |||
Mortgage notes payable | 0 | 0 | |||
Unsecured Term Loan | 248,983 | 249,172 | |||
Unsecured notes payable | 836,732 | 834,963 | |||
Accounts payable and accrued liabilities | 4,335 | 4,516 | |||
Construction costs payable | 57 | 43 | |||
Accrued interest payable | 6,193 | 11,815 | |||
Distribution payable | 43,678 | 43,906 | |||
Lease contracts below market value, net | 0 | 0 | |||
Prepaid rents and other liabilities | 197 | 12 | |||
Total liabilities | 1,140,175 | 1,144,427 | |||
Redeemable partnership units | 569,662 | 479,189 | |||
Commitments and contingencies | 0 | 0 | |||
General Partners' Capital | 6,903 | 6,021 | |||
Total partners’ capital | 988,914 | 952,198 | |||
Total liabilities and stockholders’ equity | 2,698,751 | 2,575,814 | |||
DuPont Fabros Technology, L.P. [Member] | Subsidiary Guarantors [Member] | |||||
Supplemental Consolidating Statements Of Balance Sheets [Line Items] | |||||
Land | 80,673 | 84,258 | |||
Buildings and improvements | 2,332,115 | 2,399,016 | |||
Income producing property | 2,412,788 | 2,483,274 | |||
Less: accumulated depreciation | (584,601) | (522,096) | |||
Net income producing property | 1,828,187 | 1,961,178 | |||
Construction in progress and land held for development | 63,945 | 25,545 | |||
Net real estate | 1,892,132 | 1,986,723 | |||
Cash and cash equivalents | 0 | 0 | 0 | 0 | |
Rents and other receivables | 5,033 | 7,563 | |||
Deferred rent | 112,637 | 122,830 | |||
Lease contracts above market value, net | 5,361 | 6,029 | |||
Deferred costs, net | 12,424 | 14,250 | |||
Investment in affiliates | 0 | 0 | |||
Prepaid expenses and other assets | 29,659 | 39,642 | |||
Total assets | 2,057,246 | 2,177,037 | |||
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 | 19,844 | 23,615 | |||
Construction costs payable | 21,906 | 293 | |||
Accrued interest payable | 0 | 0 | |||
Distribution payable | 0 | 0 | |||
Lease contracts below market value, net | 3,144 | 4,132 | |||
Prepaid rents and other liabilities | 57,517 | 62,630 | |||
Total liabilities | 102,411 | 90,670 | |||
Redeemable partnership units | 0 | 0 | |||
Commitments and contingencies | 0 | 0 | |||
General Partners' Capital | 0 | 0 | |||
Total partners’ capital | 1,954,835 | 2,086,367 | |||
Total liabilities and stockholders’ equity | 2,057,246 | 2,177,037 | |||
DuPont Fabros Technology, L.P. [Member] | Subsidiary Non-Guarantors [Member] | |||||
Supplemental Consolidating Statements Of Balance Sheets [Line Items] | |||||
Land | 22,510 | 9,945 | |||
Buildings and improvements | 610,295 | 337,920 | |||
Income producing property | 632,805 | 347,865 | |||
Less: accumulated depreciation | (50,723) | (38,741) | |||
Net income producing property | 582,082 | 309,124 | |||
Construction in progress and land held for development | 218,239 | 275,394 | |||
Net real estate | 800,321 | 584,518 | |||
Cash and cash equivalents | 4,456 | 5,318 | 4,706 | 3,574 | |
Rents and other receivables | 6,055 | 634 | |||
Deferred rent | 11,502 | 6,111 | |||
Lease contracts above market value, net | 0 | 0 | |||
Deferred costs, net | 8,196 | 6,288 | |||
Investment in affiliates | 0 | 0 | |||
Prepaid expenses and other assets | 7,856 | 2,022 | |||
Total assets | 838,386 | 604,891 | |||
Line of credit | 0 | 0 | |||
Mortgage notes payable | 111,875 | 114,075 | |||
Unsecured Term Loan | 0 | 0 | |||
Unsecured notes payable | 0 | 0 | |||
Accounts payable and accrued liabilities | 7,492 | 4,170 | |||
Construction costs payable | 24,586 | 21,707 | |||
Accrued interest payable | 6 | 6 | |||
Distribution payable | 0 | 0 | |||
Lease contracts below market value, net | 0 | 0 | |||
Prepaid rents and other liabilities | 15,464 | 4,835 | |||
Total liabilities | 159,423 | 144,793 | |||
Redeemable partnership units | 0 | 0 | |||
Commitments and contingencies | 0 | 0 | |||
General Partners' Capital | 0 | 0 | |||
Total partners’ capital | 678,963 | 460,098 | |||
Total liabilities and stockholders’ equity | 838,386 | 604,891 | |||
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 | (2,633,798) | (2,546,465) | |||
Prepaid expenses and other assets | 0 | 0 | |||
Total assets | (2,633,798) | (2,546,465) | |||
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 | (2,633,798) | (2,546,465) | |||
Total liabilities and stockholders’ equity | (2,633,798) | (2,546,465) | |||
DuPont Fabros Technology, L.P. [Member] | Series A Preferred Stock [Member] | |||||
Supplemental Consolidating Statements Of Balance Sheets [Line Items] | |||||
Limited Partners' Capital | 0 | 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 | 0 | 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 | 0 | 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 | 0 | 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] | Series C Preferred Stock [Member] | |||||
Supplemental Consolidating Statements Of Balance Sheets [Line Items] | |||||
Limited Partners' Capital | 201,250 | ||||
DuPont Fabros Technology, L.P. [Member] | Series C Preferred Stock [Member] | Operating Partnership [Member] | |||||
Supplemental Consolidating Statements Of Balance Sheets [Line Items] | |||||
Limited Partners' Capital | 201,250 | ||||
DuPont Fabros Technology, L.P. [Member] | Series C Preferred Stock [Member] | Subsidiary Guarantors [Member] | |||||
Supplemental Consolidating Statements Of Balance Sheets [Line Items] | |||||
Limited Partners' Capital | 0 | ||||
DuPont Fabros Technology, L.P. [Member] | Series C Preferred Stock [Member] | Subsidiary Non-Guarantors [Member] | |||||
Supplemental Consolidating Statements Of Balance Sheets [Line Items] | |||||
Limited Partners' Capital | 0 | ||||
DuPont Fabros Technology, L.P. [Member] | Series C Preferred Stock [Member] | Eliminations [Member] | |||||
Supplemental Consolidating Statements Of Balance Sheets [Line Items] | |||||
Limited Partners' Capital | 0 | ||||
DuPont Fabros Technology, L.P. [Member] | Limited partners' common units [Member] | |||||
Supplemental Consolidating Statements Of Balance Sheets [Line Items] | |||||
Limited Partners' Capital | 780,761 | 594,927 | |||
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 | 780,761 | 594,927 | |||
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 | 1,954,835 | 2,086,367 | |||
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 | 678,963 | 460,098 | |||
DuPont Fabros Technology, L.P. [Member] | Limited partners' common units [Member] | Eliminations [Member] | |||||
Supplemental Consolidating Statements Of Balance Sheets [Line Items] | |||||
Limited Partners' Capital | $ (2,633,798) | $ (2,546,465) | |||
[1] | (1)Properties located in Ashburn, VA (ACC7 Phase IV, ACC8, ACC9, ACC10, and ACC11), Elk Grove Village, IL (CH2 Phase IV and CH3), Santa Clara, CA (SC1 Phase III, formerly referred to as SC2), Hillsboro, OR (OR1 and OR2) and Vaughan, ON (TOR1). |
13. Supplemental Consolidatin66
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, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues: | ||||
Base rent | $ 88,614 | $ 76,771 | $ 254,509 | $ 221,046 |
Recoveries from tenants | 44,375 | 35,223 | 124,764 | 103,010 |
Other revenues | 1,337 | 3,343 | 7,740 | 12,421 |
Total revenues | 134,326 | 115,337 | 387,013 | 336,477 |
Expenses: | ||||
Property operating costs | 39,214 | 33,209 | 113,102 | 94,362 |
Real estate taxes and insurance | 4,955 | 5,348 | 16,111 | 16,387 |
Depreciation and amortization | 27,493 | 26,433 | 79,659 | 77,645 |
General and administrative | 5,484 | 4,422 | 16,333 | 13,233 |
Other expenses | 800 | 2,947 | 6,342 | 15,752 |
Total expenses | 77,946 | 72,359 | 231,547 | 217,379 |
Operating income | 56,380 | 42,978 | 155,466 | 119,098 |
Interest: | ||||
Expense incurred | (12,935) | (11,681) | (36,067) | (28,991) |
Amortization of deferred financing costs | (1,016) | (904) | (2,780) | (2,240) |
Gain (Loss) on Disposition of Property Plant Equipment | (231) | 0 | 22,833 | 0 |
Gain (Loss) on Extinguishment of Debt | 1,232 | 0 | 1,232 | 0 |
Net income | 40,966 | 30,393 | 138,220 | 87,867 |
Preferred stock dividends | (3,630) | (6,811) | (17,405) | (20,433) |
Other Preferred Stock Dividends and Adjustments | (3,668) | 0 | (12,495) | 0 |
Net income attributable to common units | 33,668 | 23,582 | 108,320 | 67,434 |
DuPont Fabros Technology, L.P. [Member] | ||||
Revenues: | ||||
Base rent | 88,614 | 76,771 | 254,509 | 221,046 |
Recoveries from tenants | 44,375 | 35,223 | 124,764 | 103,010 |
Other revenues | 1,337 | 3,343 | 7,740 | 12,421 |
Total revenues | 134,326 | 115,337 | 387,013 | 336,477 |
Expenses: | ||||
Property operating costs | 39,214 | 33,209 | 113,102 | 94,362 |
Real estate taxes and insurance | 4,955 | 5,348 | 16,111 | 16,387 |
Depreciation and amortization | 27,493 | 26,433 | 79,659 | 77,645 |
General and administrative | 5,484 | 4,422 | 16,333 | 13,233 |
Other expenses | 800 | 2,947 | 6,342 | 15,752 |
Total expenses | 77,946 | 72,359 | 231,547 | 217,379 |
Operating income | 56,380 | 42,978 | 155,466 | 119,098 |
Interest: | ||||
Expense incurred | (12,935) | (11,681) | (36,067) | (28,991) |
Amortization of deferred financing costs | (1,016) | (904) | (2,780) | (2,240) |
Gain (Loss) on Disposition of Property Plant Equipment | (231) | 0 | 22,833 | 0 |
Gain (Loss) on Extinguishment of Debt | 1,232 | 0 | 1,232 | 0 |
Equity in earnings | 0 | 0 | 0 | 0 |
Net income | 40,966 | 30,393 | 138,220 | 87,867 |
Preferred stock dividends | (3,630) | (6,811) | (17,405) | (20,433) |
Other Preferred Stock Dividends and Adjustments | (3,668) | 0 | (12,495) | 0 |
Net income attributable to common units | 33,668 | 23,582 | 108,320 | 67,434 |
DuPont Fabros Technology, L.P. [Member] | Operating Partnership [Member] | ||||
Revenues: | ||||
Base rent | 4,534 | 4,561 | 13,474 | 13,682 |
Recoveries from tenants | 0 | 0 | 0 | 0 |
Other revenues | 0 | 0 | 0 | 0 |
Total revenues | 4,534 | 4,561 | 13,474 | 13,682 |
Expenses: | ||||
Property operating costs | 0 | 0 | 0 | 0 |
Real estate taxes and insurance | 0 | 0 | 0 | 0 |
Depreciation and amortization | 31 | 10 | 58 | 32 |
General and administrative | 5,194 | 4,230 | 15,638 | 12,585 |
Other expenses | 215 | 555 | 1,186 | 6,151 |
Total expenses | 5,440 | 4,795 | 16,882 | 18,768 |
Operating income | (906) | (234) | (3,408) | (5,086) |
Interest: | ||||
Expense incurred | (13,984) | (13,860) | (42,074) | (36,016) |
Amortization of deferred financing costs | (989) | (932) | (2,900) | (2,497) |
Gain (Loss) on Disposition of Property Plant Equipment | (231) | 21,643 | ||
Gain (Loss) on Extinguishment of Debt | 1,232 | 1,232 | ||
Equity in earnings | 58,308 | 45,419 | 166,191 | 131,466 |
Net income | 40,966 | 30,393 | 138,220 | 87,867 |
Preferred stock dividends | (3,630) | (6,811) | (17,405) | (20,433) |
Other Preferred Stock Dividends and Adjustments | (3,668) | (12,495) | ||
Net income attributable to common units | 33,668 | 23,582 | 108,320 | 67,434 |
DuPont Fabros Technology, L.P. [Member] | Subsidiary Guarantors [Member] | ||||
Revenues: | ||||
Base rent | 66,634 | 69,136 | 203,562 | 201,797 |
Recoveries from tenants | 36,223 | 32,160 | 106,407 | 94,970 |
Other revenues | 377 | 445 | 1,253 | 1,309 |
Total revenues | 103,234 | 101,741 | 311,222 | 298,076 |
Expenses: | ||||
Property operating costs | 36,183 | 33,217 | 107,918 | 96,552 |
Real estate taxes and insurance | 4,007 | 4,983 | 13,608 | 15,424 |
Depreciation and amortization | 21,781 | 23,742 | 66,568 | 70,907 |
General and administrative | 8 | 7 | 45 | 51 |
Other expenses | 13 | 3 | 35 | 3 |
Total expenses | 61,992 | 61,952 | 188,174 | 182,937 |
Operating income | 41,242 | 39,789 | 123,048 | 115,139 |
Interest: | ||||
Expense incurred | 340 | 0 | 463 | 1,327 |
Amortization of deferred financing costs | 17 | 0 | 23 | 107 |
Gain (Loss) on Disposition of Property Plant Equipment | 0 | 0 | ||
Gain (Loss) on Extinguishment of Debt | 0 | 0 | ||
Equity in earnings | 0 | 0 | 0 | 0 |
Net income | 41,599 | 39,789 | 123,534 | 116,573 |
Preferred stock dividends | 0 | 0 | 0 | 0 |
Other Preferred Stock Dividends and Adjustments | 0 | 0 | ||
Net income attributable to common units | 41,599 | 39,789 | 123,534 | 116,573 |
DuPont Fabros Technology, L.P. [Member] | Subsidiary Non-Guarantors [Member] | ||||
Revenues: | ||||
Base rent | 21,980 | 7,674 | 51,009 | 19,363 |
Recoveries from tenants | 8,152 | 3,063 | 18,357 | 8,040 |
Other revenues | 960 | 2,944 | 6,532 | 11,221 |
Total revenues | 31,092 | 13,681 | 75,898 | 38,624 |
Expenses: | ||||
Property operating costs | 7,565 | 4,600 | 18,703 | 11,602 |
Real estate taxes and insurance | 948 | 365 | 2,503 | 963 |
Depreciation and amortization | 5,681 | 2,681 | 13,033 | 6,706 |
General and administrative | 282 | 185 | 650 | 597 |
Other expenses | 572 | 2,427 | 5,183 | 9,711 |
Total expenses | 15,048 | 10,258 | 40,072 | 29,579 |
Operating income | 16,044 | 3,423 | 35,826 | 9,045 |
Interest: | ||||
Expense incurred | 709 | 2,179 | 5,544 | 5,698 |
Amortization of deferred financing costs | (44) | 28 | 97 | 150 |
Gain (Loss) on Disposition of Property Plant Equipment | 0 | 1,190 | ||
Gain (Loss) on Extinguishment of Debt | 0 | 0 | ||
Equity in earnings | 0 | 0 | 0 | 0 |
Net income | 16,709 | 5,630 | 42,657 | 14,893 |
Preferred stock dividends | 0 | 0 | 0 | 0 |
Other Preferred Stock Dividends and Adjustments | 0 | 0 | ||
Net income attributable to common units | 16,709 | 5,630 | 42,657 | 14,893 |
DuPont Fabros Technology, L.P. [Member] | Eliminations [Member] | ||||
Revenues: | ||||
Base rent | (4,534) | (4,600) | (13,536) | (13,796) |
Recoveries from tenants | 0 | 0 | 0 | 0 |
Other revenues | 0 | (46) | (45) | (109) |
Total revenues | (4,534) | (4,646) | (13,581) | (13,905) |
Expenses: | ||||
Property operating costs | (4,534) | (4,608) | (13,519) | (13,792) |
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 | 0 | (38) | (62) | (113) |
Total expenses | (4,534) | (4,646) | (13,581) | (13,905) |
Operating income | 0 | 0 | 0 | 0 |
Interest: | ||||
Expense incurred | 0 | 0 | 0 | 0 |
Amortization of deferred financing costs | 0 | 0 | 0 | 0 |
Gain (Loss) on Disposition of Property Plant Equipment | 0 | 0 | ||
Gain (Loss) on Extinguishment of Debt | 0 | 0 | ||
Equity in earnings | (58,308) | (45,419) | (166,191) | (131,466) |
Net income | (58,308) | (45,419) | (166,191) | (131,466) |
Preferred stock dividends | 0 | 0 | 0 | 0 |
Other Preferred Stock Dividends and Adjustments | 0 | 0 | ||
Net income attributable to common units | $ (58,308) | $ (45,419) | $ (166,191) | $ (131,466) |
13. Supplemental Consolidatin67
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, 2016 | Sep. 30, 2015 | |
Supplemental Consolidating Statements Of Cash Flows [Line Items] | ||
Net Cash Provided by (Used in) Operating Activities | $ 197,866 | $ 191,390 |
Proceeds from Sale of Property, Plant, and Equipment | 123,545 | 0 |
Investments in real estate – development | (179,799) | (154,165) |
Payments to Acquire Real Estate | (53,105) | 0 |
Land acquisition costs - related party | (20,168) | (8,600) |
Interest capitalized for real estate under development | (7,765) | (8,557) |
Improvements to real estate | (3,972) | (2,433) |
Additions to non-real estate property | (1,012) | (622) |
Net cash used in investing activities | (142,276) | (174,377) |
Proceeds | 60,000 | 120,000 |
Repayments of Lines of Credit | (60,000) | (180,000) |
Repayments of Secured Debt | (2,500) | 0 |
Proceeds from Unsecured Notes Payable | 0 | 248,012 |
Payments of Financing Costs | 5,625 | 4,730 |
Proceeds from Issuance of Common Stock | 275,470 | 0 |
Proceeds from Issuance of Redeemable Preferred Stock | 194,252 | 0 |
Payments for Repurchase of Redeemable Preferred Stock | (351,250) | 0 |
Equity compensation (payments) proceeds | 8,269 | (7,611) |
Payments for Repurchase of Common Stock | 0 | (31,912) |
Net cash provided by financing activities | (24,999) | 21,225 |
Net increase (decrease) in cash and cash equivalents | 30,591 | 38,238 |
Cash and cash equivalents, beginning | 31,230 | 29,598 |
Cash and cash equivalents, ending | 61,821 | 67,836 |
DuPont Fabros Technology, L.P. [Member] | ||
Supplemental Consolidating Statements Of Cash Flows [Line Items] | ||
Net cash (used in) provided by operating activities before return on investment in subsidiaries | 197,866 | |
Return on investment in subsidiaries | 0 | |
Net Cash Provided by (Used in) Operating Activities | 197,866 | 191,390 |
Proceeds from Sale of Property, Plant, and Equipment | 123,545 | 0 |
Investments in real estate – development | (179,799) | (154,165) |
Payments to Acquire Real Estate | (53,105) | 0 |
Land acquisition costs - related party | (20,168) | (8,600) |
Investments in affiliates | 0 | 0 |
Proceeds from Divestiture of Interest in Consolidated Subsidiaries | 0 | |
Interest capitalized for real estate under development | 7,765 | 8,557 |
Improvements to real estate | (3,972) | (2,433) |
Additions to non-real estate property | (1,012) | (622) |
Net cash used in investing activities | (142,276) | (174,377) |
Proceeds | 60,000 | 120,000 |
Repayments of Lines of Credit | (60,000) | (180,000) |
Repayments of Secured Debt | (2,500) | 0 |
Proceeds from Unsecured Notes Payable | 0 | 248,012 |
Payments of Financing Costs | 5,625 | 4,730 |
Proceeds from Issuance of Common Stock | 275,470 | 0 |
Proceeds from Issuance of Redeemable Preferred Stock | 194,252 | 0 |
Payments for Repurchase of Redeemable Preferred Stock | (351,250) | 0 |
Equity compensation (payments) proceeds | 8,269 | (7,611) |
Payments for Repurchase of Common Stock | 0 | (31,912) |
Proceeds from Contributions from Parent | 0 | |
Distribution to parent | 0 | |
Distributions | (143,615) | (122,534) |
Net cash provided by financing activities | (24,999) | 21,225 |
Net increase (decrease) in cash and cash equivalents | 30,591 | 38,238 |
Cash and cash equivalents, beginning | 27,015 | 25,380 |
Cash and cash equivalents, ending | 57,606 | 63,618 |
DuPont Fabros Technology, L.P. [Member] | Operating Partnership [Member] | ||
Supplemental Consolidating Statements Of Cash Flows [Line Items] | ||
Net cash (used in) provided by operating activities before return on investment in subsidiaries | (46,175) | |
Return on investment in subsidiaries | 244,041 | |
Net Cash Provided by (Used in) Operating Activities | 197,866 | (42,466) |
Proceeds from Sale of Property, Plant, and Equipment | 0 | |
Investments in real estate – development | 0 | (333) |
Payments to Acquire Real Estate | 0 | |
Land acquisition costs - related party | 0 | 0 |
Investments in affiliates | (266,702) | 58,681 |
Proceeds from Divestiture of Interest in Consolidated Subsidiaries | (123,545) | |
Interest capitalized for real estate under development | 2 | 21 |
Improvements to real estate | 0 | 0 |
Additions to non-real estate property | (780) | (5) |
Net cash used in investing activities | (143,939) | 58,322 |
Proceeds | 60,000 | 120,000 |
Repayments of Lines of Credit | (60,000) | (180,000) |
Repayments of Secured Debt | 0 | |
Proceeds from Unsecured Notes Payable | 248,012 | |
Payments of Financing Costs | 5,600 | 4,705 |
Proceeds from Issuance of Common Stock | 275,470 | |
Proceeds from Issuance of Redeemable Preferred Stock | 194,252 | |
Payments for Repurchase of Redeemable Preferred Stock | (351,250) | |
Equity compensation (payments) proceeds | 8,269 | (7,611) |
Payments for Repurchase of Common Stock | (31,912) | |
Proceeds from Contributions from Parent | 0 | |
Distribution to parent | 0 | |
Distributions | (143,615) | (122,534) |
Net cash provided by financing activities | (22,474) | 21,250 |
Net increase (decrease) in cash and cash equivalents | 31,453 | 37,106 |
Cash and cash equivalents, beginning | 21,697 | 21,806 |
Cash and cash equivalents, ending | 53,150 | 58,912 |
DuPont Fabros Technology, L.P. [Member] | Subsidiary Guarantors [Member] | ||
Supplemental Consolidating Statements Of Cash Flows [Line Items] | ||
Net cash (used in) provided by operating activities before return on investment in subsidiaries | 186,707 | |
Return on investment in subsidiaries | 0 | |
Net Cash Provided by (Used in) Operating Activities | 186,707 | 211,786 |
Proceeds from Sale of Property, Plant, and Equipment | 120,086 | |
Investments in real estate – development | (27,579) | (9,597) |
Payments to Acquire Real Estate | 0 | |
Land acquisition costs - related party | 0 | 0 |
Investments in affiliates | 0 | (197,908) |
Proceeds from Divestiture of Interest in Consolidated Subsidiaries | 0 | |
Interest capitalized for real estate under development | 464 | 1,327 |
Improvements to real estate | (3,868) | (2,375) |
Additions to non-real estate property | (196) | (579) |
Net cash used in investing activities | 87,979 | (211,786) |
Proceeds | 0 | 0 |
Repayments of Lines of Credit | 0 | 0 |
Repayments of Secured Debt | 0 | |
Proceeds from Unsecured Notes Payable | 0 | |
Payments of Financing Costs | 0 | 0 |
Proceeds from Issuance of Common Stock | 0 | |
Proceeds from Issuance of Redeemable Preferred Stock | 0 | |
Payments for Repurchase of Redeemable Preferred Stock | 0 | |
Equity compensation (payments) proceeds | 0 | 0 |
Payments for Repurchase of Common Stock | 0 | |
Proceeds from Contributions from Parent | 32,107 | |
Distribution to parent | (306,793) | |
Distributions | 0 | 0 |
Net cash provided by financing activities | (274,686) | 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 |
DuPont Fabros Technology, L.P. [Member] | Subsidiary Non-Guarantors [Member] | ||
Supplemental Consolidating Statements Of Cash Flows [Line Items] | ||
Net cash (used in) provided by operating activities before return on investment in subsidiaries | 57,334 | |
Return on investment in subsidiaries | 0 | |
Net Cash Provided by (Used in) Operating Activities | 57,334 | 22,070 |
Proceeds from Sale of Property, Plant, and Equipment | 3,459 | |
Investments in real estate – development | (152,220) | (144,235) |
Payments to Acquire Real Estate | (53,105) | |
Land acquisition costs - related party | (20,168) | (8,600) |
Investments in affiliates | 0 | 139,227 |
Proceeds from Divestiture of Interest in Consolidated Subsidiaries | 0 | |
Interest capitalized for real estate under development | 7,299 | 7,209 |
Improvements to real estate | (104) | (58) |
Additions to non-real estate property | (36) | (38) |
Net cash used in investing activities | (229,473) | (20,913) |
Proceeds | 0 | 0 |
Repayments of Lines of Credit | 0 | 0 |
Repayments of Secured Debt | (2,500) | |
Proceeds from Unsecured Notes Payable | 0 | |
Payments of Financing Costs | 25 | 25 |
Proceeds from Issuance of Common Stock | 0 | |
Proceeds from Issuance of Redeemable Preferred Stock | 0 | |
Payments for Repurchase of Redeemable Preferred Stock | 0 | |
Equity compensation (payments) proceeds | 0 | 0 |
Payments for Repurchase of Common Stock | 0 | |
Proceeds from Contributions from Parent | 234,595 | |
Distribution to parent | (60,793) | |
Distributions | 0 | 0 |
Net cash provided by financing activities | 171,277 | (25) |
Net increase (decrease) in cash and cash equivalents | (862) | 1,132 |
Cash and cash equivalents, beginning | 5,318 | 3,574 |
Cash and cash equivalents, ending | 4,456 | 4,706 |
DuPont Fabros Technology, L.P. [Member] | Eliminations [Member] | ||
Supplemental Consolidating Statements Of Cash Flows [Line Items] | ||
Net cash (used in) provided by operating activities before return on investment in subsidiaries | 0 | |
Return on investment in subsidiaries | (244,041) | |
Net Cash Provided by (Used in) Operating Activities | (244,041) | 0 |
Proceeds from Sale of Property, Plant, and Equipment | 0 | |
Investments in real estate – development | 0 | 0 |
Payments to Acquire Real Estate | 0 | |
Land acquisition costs - related party | 0 | 0 |
Investments in affiliates | 266,702 | 0 |
Proceeds from Divestiture of Interest in Consolidated Subsidiaries | 123,545 | |
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 | 143,157 | 0 |
Proceeds | 0 | 0 |
Repayments of Lines of Credit | 0 | 0 |
Repayments of Secured Debt | 0 | |
Proceeds from Unsecured Notes Payable | 0 | |
Payments of Financing Costs | 0 | 0 |
Proceeds from Issuance of Common Stock | 0 | |
Proceeds from Issuance of Redeemable Preferred Stock | 0 | |
Payments for Repurchase of Redeemable Preferred Stock | 0 | |
Equity compensation (payments) proceeds | 0 | 0 |
Payments for Repurchase of Common Stock | 0 | |
Proceeds from Contributions from Parent | (266,702) | |
Distribution to parent | (367,586) | |
Distributions | 0 | 0 |
Net cash provided by financing activities | 100,884 | 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 |