DIGITAL REALTY TRUST, INC. The following discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto appearing elsewhere in this report and our Annual Report on Form 10-K for the year endedDecember 31, 2021 , and our Quarterly Report on Form 10-Q for the quarter endedMarch 31, 2022 , each as filed withthe United States ("U.S.")Securities and Exchange Commission ("SEC"). This report contains forward-looking statements within the meaning of the federal securities laws. In particular, statements pertaining to our capital resources, expected use of borrowings under our credit facilities, expected use of proceeds from our ATM equity program, expected settlement and use of proceeds from our forward sale agreements, litigation matters, portfolio performance, leverage policy, acquisition and capital expenditure plans, capital recycling program, returns on invested capital, supply and demand for data center space, capitalization rates, rents to be received in future periods and expected rental rates on new or renewed data center space contain forward-looking statements. Likewise, all of our statements regarding anticipated market conditions, demographics and results of operations are forward-looking statements. You can identify forward-looking statements by the use of forward-looking terminology such as "believes," "expects," "may," "will," "should," "seeks," "approximately," "intends," "plans," "pro forma," "estimates" or "anticipates" or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and discussions which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and that we may not be able to realize. We do not guarantee that the transactions and events described will happen as described or that they will happen at all. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: reduced demand for data centers or decreases in information technology spending; increased competition or available supply of data center space; decreased rental rates, increased operating costs or increased vacancy rates; the impact on our, our customers' and our suppliers' operations during a pandemic, such as COVID-19; changes in political conditions, geopolitical turmoil, political instability, civil disturbances, restrictive governmental actions or nationalization in the countries in which we operate; the suitability of our data centers and data center infrastructure, delays or disruptions in connectivity or availability of power, or failures or breaches of our physical and information security infrastructure or services; our dependence upon significant customers, bankruptcy or insolvency of a major customer or a significant number of smaller customers, or defaults on or non-renewal of leases by customers; breaches of our obligations or restrictions under our contracts with our customers; our inability to successfully develop and lease new properties and development space, and delays or unexpected costs in development of properties; the impact of current global and local economic, credit and market conditions, including impacts of inflation; global supply chain or procurement disruptions, or increased supply chain costs; our inability to retain data center space that we lease or sublease from third parties; information security and data privacy breaches; difficulties managing an international business and acquiring or operating properties in foreign jurisdictions and unfamiliar metropolitan areas; our failure to realize the intended benefits from, or disruptions to our plans and operations or unknown or contingent liabilities related to, our recent and future acquisitions; our inability to achieve expected revenue synergies or cost savings as a result of our combination with Interxion; our failure to successfully integrate and operate acquired or developed properties or businesses; difficulties in identifying properties to acquire and completing acquisitions; risks related to joint venture investments, including as a result of our lack of control of such investments; risks associated with using debt to fund our business activities, including re-financing and interest rate risks, our failure to repay debt when due, adverse changes in our credit ratings or our breach of covenants or other terms contained in our loan facilities and agreements; our failure to obtain necessary debt and equity financing, and our dependence on external sources of capital; financial market fluctuations and changes in foreign currency exchange rates; adverse economic or real estate developments in our industry or the industry sectors that we sell to, including risks relating to decreasing real estate valuations and impairment charges and goodwill and other intangible asset impairment charges; our inability to manage our growth effectively; losses in excess of our insurance coverage; our inability to attract and retain talent; environmental liabilities, risks related to natural disasters and our inability to achieve our sustainability goals; our inability to comply with rules and regulations applicable to our Company;Digital Realty Trust, Inc.'s failure to maintain its status as a REIT for federal income tax purposes;Digital Realty Trust, L.P.'s failure to qualify as a partnership for federal income tax purposes; restrictions on our ability to 38
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engage in certain business activities; and changes in local, state, federal and international laws and regulations, including related to taxation, real estate and zoning laws, and increases in real property tax rates. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes. The risks included here are not exhaustive, and additional factors could adversely affect our business and financial performance, including factors and risks included in our annual report on Form 10-K for the year endedDecember 31, 2021 . Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for management to identify all such risk factors, nor can we assess the impact of all such risk factors on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, you should not place undue reliance on forward-looking statements as a prediction of actual results.
Occupancy percentages included in the following discussion, for some of our properties, are calculated based on factors in addition to contractually leased square feet, including available power, required support space and common area.
As used in this report: "Ascenty entity" refers to the entity, which owns and operates Ascenty, formed with Brookfield Infrastructure.
Business Overview and Strategy
Digital Realty Trust, Inc. , through its controlling interest inDigital Realty Trust, L.P. and its subsidiaries, delivers comprehensive space, power, and interconnection solutions that enable its customers and partners to connect with each other and service their own customers on a global technology and real estate platform. We are a leading global provider of data center, colocation and interconnection solutions for customers across a variety of industry verticals.Digital Realty Trust, Inc. operates as a REIT for federal income tax purposes, and ourOperating Partnership is the entity through which we conduct our business and own our assets.
Our primary business objectives are to maximize:
(i) sustainable long-term growth in earnings and funds from operations per share
and unit;
(ii) cash flow and returns to our stockholders and
unitholders through the payment of distributions; and
(iii) return on invested capital.
We expect to accomplish our objectives by achieving superior risk-adjusted returns, prudently allocating capital, diversifying our product offerings, accelerating our global reach and scale, and driving revenue growth and operating efficiencies. A significant component of our current and future internal growth is anticipated through the development of our existing space held for development, acquisition of land for future development, and acquisition of new properties.
We target high-quality, strategically located properties containing the physical and connectivity infrastructure that supports the applications and operations of data center and technology industry customers and properties that may be developed for such use. Most of our data center properties contain fully redundant electrical supply systems, multiple power feeds, above-standard cooling systems, raised floor areas, extensive in-building communications cabling and high-level security systems. Fundamentally, we bring together foundational real estate and innovative technology expertise around the world to deliver a comprehensive, dedicated product suite to meet customers' data and connectivity needs. We represent an important part of the digital economy that we believe will benefit from powerful, long-term growth drivers.
We have developed detailed, standardized procedures for evaluating new real estate investments to ensure that they meet our financial, technical and other criteria. We expect to continue to acquire additional assets as part of our growth
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strategy. We intend to aggressively manage and lease our assets to increase their cash flow. We may continue to build out our development portfolio when justified by anticipated demand and returns.
We may acquire properties subject to existing mortgage financing and other indebtedness or we may incur new indebtedness in connection with acquiring or refinancing these properties. Debt service on such indebtedness will have a priority over any cash dividends with respect toDigital Realty Trust, Inc.'s common stock and preferred stock. We are committed to maintaining a conservative capital structure. We target a debt-to-Adjusted EBITDA ratio at or less than 5.5x, fixed charge coverage of greater than three times, and floating rate debt at less than 20% of total outstanding debt. In addition, we strive to maintain a well-laddered debt maturity schedule, and we seek to maximize the menu of our available sources of capital, while minimizing the cost.
Summary of 2022 Significant Activities
We completed the following significant activities during the six months ended
In
? stake in
a transaction valuing
closed on
In January, we issued and sold €750.0 million aggregate principal amount of
1.375% Guaranteed Notes due 2032 (the "2032 Notes"). The 2032 Notes are senior
unsecured obligations of
? unconditionally guaranteed by
(approximately
after deducting managers' discounts and estimated offering expenses.
? In February, we redeemed
this redemption, we recorded a
In March, we issued and sold
0.600% Guaranteed Notes due 2023 (the "2023 Notes") and
aggregate principal amount of 1.700% Guaranteed Notes due 2027 (the "2027
Notes" and, together with the 2023 Notes, the "Swiss Franc Notes"). The Swiss
? Franc Notes are senior unsecured obligations of
and are fully and unconditionally guaranteed by
Notes were approximately
on the exchange rate onMarch 30, 2022 ) after deducting the managers' commissions and certain offering expenses.
In June, we announced the formation of a joint venture with Mivne Real Estate
? (K.D.). The joint venture will operate under the brand name
Mivne and will develop a multi-tenant data center campus inIsrael . 40 Table of Contents Revenue Base Most of our revenue consists of rental income generated by the data centers in our portfolio. Our ability to generate and grow revenue depends on several factors, including our ability to maintain or improve occupancy rates. A summary of our data center portfolio and related square feet occupied (excluding space under development or held for development) is shown below. Unconsolidated portfolios shown below consist of assets owned by unconsolidated entities in which we have invested. We often provide management services for these entities under management agreements and receive management fees. These are shown as Managed Unconsolidated Portfolio. Entities for which we do not provide such services are shown as Non-Managed Unconsolidated Portfolio. As of June 30, 2022 As of December 31, 2021 Net Space Under Space Held Net Space Under Space Held Data Rentable Active for Data Rentable Active for Center Square Development Development Center Square Development Development Region Buildings Feet (1) (2) (3) Occupancy
Buildings Feet (1) (2) (3) Occupancy North America 116 22,142,838 2,790,213 815,238 85.0 % 114 21,751,638 2,327,121 900,357 85.4 % Europe 114 7,872,464 4,163,626 188,153 77.5 % 107 7,549,209 3,125,451 191,094 74.6 % Asia Pacific 12 1,577,915 495,920 87,660 79.7 % 12 1,355,243 806,252 - 76.2 % Africa 4 25,834 43,876 - 59.0 % 4 25,825 40,965 - 58.5 % Consolidated Portfolio 246 31,619,051 7,493,635 1,091,051 82.8 % 237 30,681,914 6,299,789 1,091,451 82.5 % Managed Unconsolidated Portfolio 16 2,383,729 - - 95.2 % 16 2,383,729 - - 95.2 % Non-Managed Unconsolidated Portfolio 35 2,800,027 795,769 1,569,641 86.2 % 34 2,565,185 930,670 1,591,004 86.0 % Total Portfolio 297 36,802,807 8,289,404 2,660,692 83.9 % 287 35,630,828 7,230,460 2,682,456 83.6 %
Net rentable square feet represents the current square feet under lease as
specified in the applicable lease agreement plus management's estimate of (1) space available for lease based on engineering drawings. The amount includes
customers' proportional share of common areas but excludes space held for the
intent of or under active development.
Space under active development includes current base building and data center (2) projects in progress, and excludes space held for development. For additional
information on the current and future investment for space under active
development, see "Liquidity and Capital Resources-Development Projects".
Space held for development includes space held for future data center (3) development and excludes space under active development. For additional
information on the current investment for space held for development, see
"Liquidity and Capital Resources-Development Projects".
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Leasing Activities
Due to the capital-intensive and long-term nature of the operations we support,
our lease terms with customers are generally longer than standard commercial
leases. As of June 30, 2022 , our average remaining lease term was approximately
five years.
Our ability to re-lease expiring space at rental rates equal to or in excess of
current rental rates will impact our results of operations. The subsequent table
summarizes our leasing activity in the six months ended June 30, 2022 :
TI's/Lease Weighted
Commissions Average Lease
Rentable Expiring New Rental Rate Per Square Terms
Square Feet (1) Rates (2) Rates (2) Changes Foot (years)
Leasing Activity (3)(4)
Renewals Signed
0 - 1 MW 1,055,093 $ 238.62 $ 246.62 3.4 % $ 0.29 1.5
> 1 MW 313,997 $ 167.43 $ 182.43 9.0 % $ 47.69 3.0
Other (6) 678,425 $ 39.06 $ 47.37 21.3 % $ 16.94 12.0
New Leases Signed (5)
0 - 1 MW 323,841 - $ 229.02 - $ 9.82 3.7
> 1 MW 1,330,732 - $ 136.60 - $ 3.16 8.5
Other (6) 71,020 - $ 24.50 - $ 2.39 2.9
Leasing Activity Summary
0 - 1 MW 1,378,934 $ 242.49
> 1 MW 1,644,728 $ 145.35
Other (6) 749,445 $ 45.20 For some of our properties, we calculate square footage based on factors in (1) addition to contractually leased square feet, including power, required
support space and common area.
Rental rates represent average annual estimated base cash rent per rentable
square foot - calculated for each contract based on total cash base rent (2) divided by the total number of years in the contract (including any tenant
concessions). All rates were calculated in the local currency of each
contract and then converted to USD based on average exchange rates for the
period presented.
(3) Excludes short-term leases.
(4) Commencement dates for the leases signed range from 2022 to 2023.
(5) Includes leases signed for new and re-leased space.
(6) Other includes
office space within fully improved data center facilities.
We continue to see strong demand in most of our key metropolitan areas for data center space and, subject to the supply of available data center space in these metropolitan areas, we expect average aggregate rental rates on renewed data center leases for 2022 expirations to be slightly positive as compared with the rates currently being paid for the same space on a GAAP basis and on a cash basis. Our past performance may not be indicative of future results, and we cannot assure you that leases will be renewed or that our data centers will be re-leased at all or at rental rates equal to or above the current average rental rates. Further, re-leased/renewed rental rates in a particular metropolitan area may not be consistent with rental rates across our portfolio as a whole and may fluctuate from one period to another due to a number of factors, including local economic conditions, local supply and demand for data center space, competition from other data center developers or operators, the condition of the property and whether the property, or space within the property, has been developed.
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Geographic Concentration
We depend on the market for data centers in specific geographic regions and significant changes in these regional or metropolitan areas can impact our future results. The following table shows the geographic concentration of annualized rent from our portfolio, including data centers held as investments in unconsolidated entities.
Percentage of
June 30, 2022
Metropolitan Area total annualized rent (1)
Northern Virginia 18.7 %
Chicago 9.1 %
New York 6.2 %
London 5.8 %
Frankfurt 5.8 %
Silicon Valley 5.6 %
Dallas 5.4 %
Singapore 5.3 %
Sao Paulo 4.5 %
Amsterdam 4.1 %
Paris 2.2 %
San Francisco 1.9 %
Portland 1.8 %
Phoenix 1.8 %
Atlanta 1.5 %
Other 20.3 %
Total 100.0 %
Annualized rent is monthly contractual rent (defined as cash base rent before
abatements) under existing leases as of the end of the period presented, (1) multiplied by 12. Includes consolidated portfolio and unconsolidated entities
at the entities' 100% ownership level. The aggregate amount of abatements for
the six months ended
Operating Expenses
Operating expenses primarily consist of utilities, property and ad valorem taxes, property management fees, insurance and site maintenance costs, and rental expenses on our ground and building leases. Our buildings require significant power to support data center operations and the cost of electric power and other utilities is a significant component of operating expenses.
Many of our leases contain provisions under which tenants reimburse us for all or a portion of property operating expenses and real estate taxes incurred by us. However, in some cases we are not entitled to reimbursement of property operating expenses, other than utility expense, and real estate taxes under our leases for Turn-Key Flex® facilities. We expect to incur additional operating expenses as we continue to expand.
Costs pertaining to our asset management function, legal, accounting, corporate governance, reporting and compliance are categorized as general and administrative costs within operating expenses.
Other key components of operating expenses include: depreciation of our fixed assets, amortization of intangible assets, and transaction and integration costs.
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Other Income / (Expenses)
Equity in earnings of unconsolidated entities, interest expense, and income tax
expense make up the majority of other income/(expense). Equity in earnings of
unconsolidated entities represents our share of the income/(loss) of entities in
which we invest, but do not consolidate under U.S. GAAP. The largest of these
investments is currently our investment in Ascenty, which is located primarily
in Brazil . Our second-largest equity-method investment is Digital Core REIT,
which is publicly traded on the Singapore Exchange ("SGX") and which owns a
portfolio of 10 properties operating in the United States and Canada . Refer to
additional discussion of Digital Core REIT and Ascenty in the Notes to the
Condensed Consolidated Financial Statements.
Results of Operations
As a result of the consistent and significant growth in our business since the first property acquisition in 2002, we evaluate period-to-period results for revenue and property level operating expenses on a stabilized versus non-stabilized portfolio basis.
Stabilized: The stabilized portfolio includes properties owned as of the beginning of all periods presented with less than 5% of total rentable square feet under development.
Non-stabilized: The non-stabilized portfolio includes: (1) properties that were undergoing, or were expected to undergo, development activities during any of the periods presented; (2) any properties contributed to joint ventures, sold, or held for sale during the periods presented; and (3) any properties that were acquired or delivered at any point during the periods presented. A roll forward showing changes in the stabilized and non-stabilized portfolios for the six months endedJune 30, 2022 as compared toDecember 31, 2021 is
shown below. Net Rentable Square Feet Stabilized Non-Stabilized Total As of December 31, 2021 17,095,366 13,586,548 30,681,914
New development and space reconfigurations 9,963 477,254
487,217
Transfers to stabilized from unstabilized 6,823,169 (6,822,308)
861
Addition to unstabilized - 449,059 449,059
As of June 30, 2022 23,928,498 7,690,553 31,619,051
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Comparison of the Results of Operations for the three and six months ended
Revenues
Total operating revenues as shown on our condensed consolidated income statements was as follows (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 $ Change % Change 2022 2021 $ Change % Change
Stabilized
517,973 397,726 120,247 30.2 % Rental and other services 1,131,537 1,089,395 42,142 3.9 %
2,253,087 2,177,301 75,786 3.5 %
Fee income and
other 7,785 3,793 3,992 105.2 % 13,557 6,278 7,279 115.9 %
Total operating
revenues $ 1,139,322 $ 1,093,188 $ 46,134 4.2 % Total operating revenues increased by approximately$46.1 million and$83.1 million in the three and six months endedJune 30, 2022 , respectively, compared to the same periods in 2021, driven primarily by growth in non-stabilized rental and other services revenue. Stabilized rental and other services revenue decreased$24.5 million in the three months endedJune 30, 2022 , compared to the same period in 2021 primarily due to a$35.2 million unfavorable foreign currency translation effect (primarily related to weaking of the Euro and British pound sterling versus theU.S. dollar) partially offset by a net increase in tenant reimbursements related to higher utility consumption of$13.4 million . Stabilized rental and other services revenue decreased$44.5 million in the six months endedJune 30, 2022 , compared to the same period in 2021, primarily due to a$54.7 million unfavorable foreign currency translation effect (primarily due to the Euro and British pound sterling versus theU.S. dollar), and a$15.1 million increase in bad debt and straight-line rent reserves, partially offset by a net increase in tenant reimbursements related to higher utility consumption of$20.4 million . Non-stabilized rental and other services revenue increased$66.6 million in the three months endedJune 30, 2022 , compared to the same period in 2021 driven primarily by:
(i) an increase of
pipeline and related lease up operating activities;
(ii)
the three months ended
offset by a
(iii) 2021 and the unfavorable foreign currency translation effect primarily due
to the Euro versus the
Non-stabilized rental and other services revenue increased
(i) an increase of
pipeline and related lease up operating activities;
(ii)
the three months ended March 31, 2021 ;
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offset by a
(iii) 2021 and the unfavorable foreign currency translation effect primarily due
to the Euro versus the U.S. dollar of approximately $13.1 million .
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Operating Expenses - Property Level
Property level operating expenses as shown in our condensed consolidated income statements were as follows (in thousands):
Three Months Ended June 30 ,
Six Months Ended
2022 2021 $ Change % Change 2022 2021 $ Change % Change
Stabilized $ 317,625 $ 312,250 $ 5,375 1.7 % $ 643,989 $ 633,048 $ 10,941 1.7 %
Non-Stabilized 103,877 70,966 32,911 46.4 % 213,106 111,947 101,159 90.4 %
Rental property
operating and
maintenance 421,502 383,216 38,286 10.0 % 857,095 744,995 112,100 15.0 %
Stabilized 40,868 38,692 2,176 5.6 % 81,337 79,322 2,015 2.5 %
Non-Stabilized 10,181 9,806 375 3.8 % 19,936 21,679 (1,743) (8.0) %
Property taxes and
insurance 51,049 48,498 2,551 5.3 % 101,273 101,001 272 0.3 %
Total Property
Level Expenses $ 472,551 $ 431,714 $ 40,837 9.5 % $ 958,368 $ 845,996 $ 112,372 13.3 %
Property level operating expenses include costs to operate and maintain the properties in our portfolio as well as taxes and insurance.
Stabilized property operating and maintenance expenses increased by
approximately
(i)
properties in the stabilized portfolio;
offset by a
(ii) a result of the expiration of enhanced COVID janitorial and security
screening protocols and data center labor.
Stabilized property operating and maintenance expenses increased
(i)
properties in the stabilized portfolio;
offset by a
(ii) a result of the expiration of enhanced COVID janitorial and security
screening protocols and data center labor.
Non-stabilized property operating and maintenance expenses increased
The cost of electric power comprises a significant component of our operating expenses. Any additional taxation or regulation of energy use, including as a result of (i) new legislation that theU.S. Congress may pass, (ii) the regulations that theU.S. EPA has proposed or finalized, (iii) regulations under legislation that states have passed or may pass, or (iv) any further legislation or regulations in the EU, APAC or other regions where we operate could significantly increase our costs, and we may not be able to effectively pass all of these costs on to our customers. These matters could adversely impact our business, results of operations, or financial condition. 47 Table of Contents Other Operating Expenses
Other operating expenses include costs which are either non-cash in nature (such as depreciation and amortization), or which do not directly pertain to operation of data center properties. A comparison of other operating expenses for the three and six months endedJune 30, 2022 and 2021 is shown below. Three Months EndedJune 30 ,
Six Months Ended
2022 2021 $ Change % Change 2022 2021 $ Change % Change
Depreciation and
amortization $ 376,967 $ 368,981 $ 7,986 2.2 % $ 759,099 $ 738,714 $ 20,385 2.8 %
General and
administrative 105,776 97,492 8,284 8.5 % 204,289 197,486 6,803 3.4 %
Transaction,
integration and
other expense 13,586 7,075 6,511 92.0 % 25,554 21,195 4,359 20.6 %
Other 70 2,298 (2,228) 97 % 7,727 2,041 5,686 278.6 %
Total OtherOperating Expenses 496,399 475,846 20,553 4.3 % 996,669 959,436 37,233 3.9 % Property level operating expenses 472,551 431,714 40,837 9.5 % 958,368 845,996 112,372 13.3 % Total Operating Expenses$ 968,950 $ 907,560 61,390 6.8 % $
1,955,037
Equity in earnings (loss) of unconsolidated entities
Equity in earnings (loss) of unconsolidated entities decreased approximately$86.0 million and$2.2 million in the three and six months endedJune 30, 2022 , respectively, compared to the same periods in 2021. The foreign exchange remeasurement of debt associated with our Ascenty unconsolidated entity creates volatility in our equity in earnings.
Gain on Disposition of Properties, Net
Gain on disposition of properties decreased approximately$0.5 million and$331.7 million in the three and six months endedJune 30, 2022 , respectively, compared to the same periods in 2021, because we recognized a gain of approximately$333.3 million inMarch 2021 associated with sale of a portfolio of 11 data centers inEurope (four in theUnited Kingdom , three inthe Netherlands , three inFrance and one inSwitzerland ) to Ascendas Reit, aCapitaLand sponsored REIT, for total purchase consideration of approximately$680.0 million .
Loss from Early Extinguishment of Debt
Loss from early extinguishment of debt increased approximately$32.8 million in the six months endedJune 30, 2022 compared to the same period in 2021. The increase is primarily due to the redemption of the 4.750% Notes due 2025 inFebruary 2022 , which resulted in a$51.1 million loss, offset by the redemption 2.750% Notes due 2023 inFebruary 2021 , which resulted in a$18.3 million loss.
Income Tax Expense
Income tax expense decreased by$31.2 million and$25.5 million during the three and six months endedJune 30, 2022 , respectively, compared to the same periods in 2021. The decrease was driven primarily by an increase in the corporate tax rate that increased deferred tax expense in theUnited Kingdom from 19% to 25% during the quarter endedJune 30, 2021 . 48
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Liquidity and Capital Resources
The sections "Analysis of Liquidity and Capital Resources - Parent" and "Analysis of Liquidity and Capital Resources - Operating Partnership" should be read in conjunction with one another to understand our liquidity and capital resources on a consolidated basis. The term "Parent" refers toDigital Realty Trust, Inc. on an unconsolidated basis, excluding ourOperating Partnership . The term "Operating Partnership" or "OP" refers toDigital Realty Trust, L.P. on a consolidated basis.
Analysis of Liquidity and Capital Resources - Parent
Our Parent does not conduct business itself, other than acting as the sole general partner of theOperating Partnership , issuing public equity from time to time, incurring certain expenses in operating as a public company (which are fully reimbursed by theOperating Partnership ) and guaranteeing certain unsecured debt of theOperating Partnership and certain of its subsidiaries and affiliates. If ourOperating Partnership or such subsidiaries fail to fulfill their debt requirements, which trigger Parent guarantee obligations, then our Parent will be required to fulfill its cash payment commitments under such guarantees. Our Parent's only material asset is its investment in ourOperating Partnership .
Our Parent's principal funding requirement is the payment of dividends on its
common and preferred stock. Our Parent's principal source of funding is the
distributions it receives from our
As the sole general partner of ourOperating Partnership , our Parent has the full, exclusive and complete responsibility for ourOperating Partnership's day-to-day management and control. Our Parent causes ourOperating Partnership to distribute such portion of its available cash as our Parent may in its discretion determine, in the manner provided in ourOperating Partnership's partnership agreement. As circumstances warrant, our Parent may issue equity from time to time on an opportunistic basis, dependent upon market conditions and available pricing. Any proceeds from such equity issuances would generally be contributed to ourOperating Partnership in exchange for additional equity interests in ourOperating Partnership . OurOperating Partnership may use the proceeds to acquire additional properties, to fund development opportunities and for general working capital purposes, including potentially for the repurchase, redemption or retirement of outstanding debt or equity securities. Our Parent and ourOperating Partnership were parties to an at-the-market (ATM) equity offering sales agreement datedJanuary 4, 2019 , as amended in 2020 (the "2020 Sales Agreement"). In accordance with the 2020 Sales Agreement, following the date of the 2020 amendment,Digital Realty Trust, Inc. could offer and sell shares of its common stock having an aggregate offering price of up to$1.0 billion . The 2020 Sales Agreement was terminated whenDigital Realty Trust, Inc. andDigital Realty Trust, L.P. entered into a new ATM equity offering sales agreement datedApril 1, 2022 (the "2022 Sales Agreement"). At the time of the termination,$577.6 million remained unsold under the 2020 Sales Agreement. Pursuant to the 2022 Sales Agreement,Digital Realty Trust, Inc. can issue and sell common stock having an aggregate offering price of up to$1.5 billion through various named agents from time to time. The sales of common stock made under the 2022 Sales Agreement will be made in "at the market" offerings as defined in Rule 415 of the Securities Act. Our Parent has used and intends to use the net proceeds from the program to temporarily repay borrowings under ourOperating Partnership's global revolving credit facilities, to acquire additional properties or businesses, to fund development opportunities and for working capital and other general corporate purposes, including potentially for the repayment of other debt or the repurchase, redemption or retirement of outstanding debt securities. OnSeptember 13, 2021 ,Digital Realty Trust, Inc. completed an underwritten public offering of 6,250,000 shares of its common stock, all of which were offered in connection with forward sale agreements it entered into with certain financial institutions acting as forward purchasers. The forward purchasers borrowed and sold an aggregate of 6,250,000 shares ofDigital Realty Trust, Inc.'s common stock in the public offering.Digital Realty Trust, Inc. did not receive any proceeds from the sale of our common stock by the forward purchasers in the public offering. The Company may receive gross proceeds of approximately$1.0 billion (based on the offering price of$155.69 per share) upon full physical settlement of the forward sale agreements, which is to be no later thanMarch 13, 2023 . Upon physical settlement of the 49
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forward sale agreements, theOperating Partnership is expected to issue general partner common partnership units toDigital Realty Trust, Inc. in exchange for contribution of the net proceeds. The forward purchasers had also granted to the underwriters an option, exercisable untilOctober 13, 2021 , to purchase up to 937,500 additional shares at a price of$155.69 , which represents the initial price to the public less the underwriting discount. The underwriters opted not to exercise their option within the specified time period. We believe ourOperating Partnership's sources of working capital, specifically its cash flow from operations, and funds available under its global revolving credit facility are adequate for it to make its distribution payments to our Parent and, in turn, for our Parent to make its dividend payments to its stockholders. However, we cannot assure you that ourOperating Partnership's sources of capital will continue to be available at all or in amounts sufficient to meet its needs, including making distribution payments to our Parent. The lack of availability of capital could adversely affect ourOperating Partnership's ability to pay its distributions to our Parent, which would in turn, adversely affect our Parent's ability to pay cash dividends to its stockholders.
Future Uses of Cash - Parent
Our Parent may from time to time seek to retire, redeem or repurchase its equity or the debt securities of ourOperating Partnership or its subsidiaries through cash purchases and/or exchanges for equity securities in open market purchases, privately negotiated transactions or otherwise. Such repurchases, redemptions or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions or other factors. The amounts involved may be material.
Dividends and Distributions - Parent
Our Parent is required to distribute 90% of its taxable income (excluding capital gains) on an annual basis to continue to qualify as a REIT for federal income tax purposes. Our Parent intends to make, but is not contractually bound to make, regular quarterly distributions to its common stockholders from cash flow from ourOperating Partnership's operating activities. While historically our Parent has satisfied this distribution requirement by making cash distributions to its stockholders, it may choose to satisfy this requirement by making distributions of cash or other property. All such distributions are at the discretion of our Parent's Board of Directors. Our Parent considers market factors and ourOperating Partnership's performance in addition to REIT requirements in determining distribution levels. Our Parent has distributed at least 100% of its taxable income annually since inception to minimize corporate level federal and state income taxes. Amounts accumulated for distribution to stockholders are invested primarily in interest-bearing accounts and short-term interest-bearing securities, which are consistent with our intention to maintain our Parent's status as a REIT. As a result of this distribution requirement, ourOperating Partnership cannot rely on retained earnings to fund its ongoing operations to the same extent that other companies whose parent companies are not REITs can. Our Parent may need to continue to raise capital in the debt and equity markets to fund ourOperating Partnership's working capital needs, as well as potential developments at new or existing properties, acquisitions or investments in existing or newly created joint ventures. In addition, our Parent may be required to use borrowings under theOperating Partnership's global revolving credit facility (which is guaranteed by our Parent), if necessary, to meet REIT distribution requirements and maintain our Parent's REIT status. Distributions out of our Parent's current or accumulated earnings and profits are generally classified as ordinary income whereas distributions in excess of our Parent's current and accumulated earnings and profits, to the extent of a stockholder'sU.S. federal income tax basis in our Parent's stock, are generally classified as a return of capital. Distributions in excess of a stockholder'sU.S. federal income tax basis in our Parent's stock are generally characterized as capital gain. Cash provided by operating activities has been generally sufficient to fund distributions on an annual basis. However, we may also need to utilize borrowings under the global revolving credit facility to fund distributions. 50 Table of Contents For additional information regarding dividends declared and paid by our Parent on its common and preferred stock for the six months endedJune 30, 2022 , see Note 10. "Equity and Capital" to our condensed consolidated financial statements contained herein.
Analysis of Liquidity and Capital Resources - Operating Partnership
As of
? operating expenses;
? development costs and other expenditures associated with our properties;
? distributions to our Parent to enable it to make dividend payments;
? distributions to unitholders of common limited partnership interests inDigital Realty Trust, L.P. ; ? debt service; and ? potentially, acquisitions. Future Uses of Cash
Our properties require periodic investments of capital for customer-related
capital expenditures and for general capital improvements. Depending upon
customer demand, we expect to incur significant improvement costs to build out
and develop additional capacity. At
We currently expect to incur approximately
OnAugust 1, 2022 , we completed the acquisition of a 55% majority interest inTeraco , a leading carrier-neutral data center and interconnection services provider inSouth Africa . The total purchase price was$1.7 billion cash, funded by our global revolving credit facility and a partial settlement of the forward sale agreements. The transaction is expected to positionDigital Realty as the premier data center and connectivity provider on the African continent. 51 Table of Contents Development Projects The costs we incur to develop our properties is a key component of our liquidity requirements. The following table summarizes our cumulative investments in current development projects as well as expected future investments in these projects as of the periods presented, excluding costs incurred or to be incurred by unconsolidated entities. Development Lifecycle As of June 30, 2022 As of December 31, 2021 Net Rentable Current Future Net Rentable Current Future (dollars in thousands) Square Feet (1) Investment (2)
Investment (3) Total Cost Square Feet (1) Investment (4) Investment (3) Total Cost Land held for future development (5) N/A $ 37,460 $ -$ 37,460 N/A$ 133,683 $ -$ 133,683 Construction in Progress and Space Held for Development Land - Current Development (5) N/A$ 1,036,470 $ -$ 1,036,470 N/A$ 974,464 $ -$ 974,464 Space Held for Development (6) 1,091,051 232,514 - 232,514 1,091,451 210,903 - 210,903 Base Building Construction 3,384,304 510,711 633,859 1,144,570 3,319,999 545,529 460,595 1,006,124 Data Center Construction 4,109,331 1,493,446 2,834,864 4,328,310 2,979,791 1,409,403 1,825,369 3,234,772Equipment Pool and Other Inventory N/A 14,926 - 14,926 N/A 7,881 - 7,881 Campus, Tenant Improvements and Other N/A 74,047 136,184 210,231 N/A 65,209 99,118 164,327Total Construction in Progress and Land Held for Future Development 8,584,686$ 3,399,574 $ 3,604,907 $ 7,004,481 7,391,241$ 3,347,072 $ 2,385,082 $ 5,732,154
We estimate the total net rentable square feet available for lease based on a
number of factors in addition to contractually leased square feet, including (1) available power, required support space and common areas. Excludes square
footage of properties held in unconsolidated entities. Square footage is
based on current estimates and project plans and may change upon completion
of the project due to remeasurement.
(2) Represents balances incurred through
(3) Represents estimated cost to complete specific scope of work pursuant to
contract, budget or approved capital plan.
(4) Represents balances incurred through
(5) Represents approximately 803 acres as of
acres as of
(6) Excludes space held for development through unconsolidated entities.
Land inventory and space held for development reflect cumulative cost spent
pending future development. Base building construction consists of ongoing
improvements to building infrastructure in preparation for future data center
fit-out. Data center construction includes 7.5 million square feet of Turn Key
Flex® and Powered Base Building® product. We expect to deliver the space within
12 months; however, lease commencement dates may significantly impact final
delivery schedules. Equipment pool and other inventory represent the value of
long-lead equipment and materials required for timely deployment and delivery of
data center construction fit-out. Campus, tenant improvements and other costs
include the value of development work which benefits space recently converted to
our operating portfolio and is composed primarily of shared infrastructure
projects and first-generation tenant improvements.
52
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Capital Expenditures (Cash Basis)
The table below summarizes our capital expenditure activity for the six months
ended
Six Months Ended June 30,
2022 2021
Development projects $ 897,251 $ 945,735 Enhancement and improvements 8,697
160
Recurring capital expenditures 90,267
78,753
Total capital expenditures (excluding indirect costs)$ 996,215 $
1,024,648
Our development capital expenditures are generally funded by our available cash and equity and debt capital.
Indirect costs, including interest, capitalized in the six months endedJune 30, 2022 and 2021 were$70.8 million and$56.8 million , respectively. Capitalized interest comprised approximately$28.9 million and$23.0 million of the total indirect costs capitalized for the six months endedJune 30, 2022 and 2021, respectively. Capitalized interest in the six months endedJune 30, 2022 increased, compared to the same period in 2021, due to an increase in qualifying activities. Excluding capitalized interest, indirect costs in the six months endedJune 30, 2022 increased compared to the same period in 2021 due primarily to capitalized amounts relating to compensation expense of employees directly engaged in construction activities. See "Future Uses of Cash" for a discussion of the amount of capital expenditures we expect to incur during the year endingDecember 31, 2022 . Consistent with our growth strategy, we actively pursue potential acquisition opportunities, with due diligence and negotiations often at different stages at different times. The dollar value of acquisitions for the year endingDecember 31, 2022 will depend upon numerous factors, including customer demand, leasing results, availability of debt or equity capital and acquisition opportunities. Further, the growing acceptance by private institutional investors of the data center asset class has generally pushed capitalization rates lower, as such private investors may often have lower return expectations than us. As a result, we anticipate near-term single asset acquisitions activity to comprise a smaller percentage of our growth while this market dynamic persists. We may from time to time seek to retire or repurchase our outstanding debt or the equity of our Parent through cash purchases and/or exchanges for equity securities of our Parent in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend upon prevailing market conditions, our liquidity requirements, contractual restrictions or other factors. The amounts involved may be material.
Sources of Cash
We expect to meet our short-term and long-term liquidity requirements, including payment of scheduled debt maturities and funding of acquisitions and non-recurring capital improvements, with net cash from operations, future long-term secured and unsecured indebtedness, non-core asset sales and/or contributions to capital partner vehicles and the issuance of equity and debt securities and the proceeds of equity issuances by our Parent. We also may fund future short-term and long-term liquidity requirements, including acquisitions and non-recurring capital improvements, using our global revolving credit facilities pending permanent financing. As ofAugust 3, 2022 , we had approximately$0.8 billion of borrowings available under our global revolving credit facilities. Our global revolving credit facilities provide for borrowings up to$4.05 billion (including approximately$0.3 billion available to be drawn on the Yen revolving credit facility). We have the ability from time to time to increase the size of the global revolving credit facility by up to$750 million , subject to the receipt of lender commitments and other conditions precedent. Both facilities mature onJanuary 24, 2026 , with two six-month extension options available. These facilities also feature a sustainability-linked pricing component, with pricing subject to adjustment based on annual performance targets, further demonstrating our continued leadership and commitment to sustainable business practices. 53
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We have used and intend to use available borrowings under the global revolving credit facilities to fund our liquidity requirements from time to time.
Distributions
All distributions on our units are at the discretion of our Parent's Board of Directors. For additional information regarding distributions paid on our common and preferred units for the six months endedJune 30, 2022 , see Note 10. "Equity and Capital" to our condensed consolidated financial statements contained herein.
Outstanding Consolidated Indebtedness
The table below summarizes our outstanding debt as of
Debt Summary: Fixed rate$ 12,620.8 Variable rate debt subject to interest rate swaps 8.0
Total fixed rate debt (including interest rate swaps) 12,628.8 Variable rate-unhedged
1,781.4
Total $ 14,410.2
Percent of Total Debt:
Fixed rate (including swapped debt) 87.6 %
Variable rate 12.4 %
Total 100.0 %
Effective Interest Rate as of June 30, 2022
Fixed rate (including hedged variable rate debt) 2.19 %
Variable rate 1.67 %
Effective interest rate 2.25 %
Our ratio of debt to total enterprise value was approximately 27% (based on the
closing price of Digital Realty Trust, Inc.'s common stock on June 30, 2022 of
$129.83 ). For this purpose, our total enterprise value is defined as the sum of
the market value of Digital Realty Trust, Inc.'s outstanding common stock (which
may decrease, thereby increasing our debt to total enterprise value ratio), plus
the liquidation value of Digital Realty Trust, Inc.'s preferred stock, plus the
aggregate value of Digital Realty Trust, L.P.'s units not held by Digital Realty
Trust, Inc. (with the per unit value equal to the market value of one share of
Digital Realty Trust, Inc.'s common stock and excluding long-term incentive
units, Class C units and Class D units), plus the book value of our total
consolidated indebtedness.
The variable rate debt shown above bears interest based on various one-month USD
LIBOR, EURIBOR, SONIA, SORA, BBR, HIBOR, TIBOR, CDOR, and for Korean Won the
base CD rates, depending on the respective agreement governing the debt,
including our global revolving credit facilities. As of June 30, 2022 , our debt
had a weighted average term to initial maturity of approximately 5.7 years (or
approximately 5.8 years assuming exercise of extension options).
As of
54
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Cash Flows
The following summary discussion of our cash flows is based on the condensed
consolidated statements of cash flows and is not meant to be an all-inclusive
discussion of the changes in our cash flows for the periods presented below.
Comparison of Six Months Ended
The following table shows cash flows and ending cash, cash equivalents and restricted cash balances for the respective periods (in thousands).
Six Months Ended June 30,
2022 2021 Change
Net cash provided by operating activities
(869,187)
Net cash provided by (used in) financing activities 633,091 (275,348)
908,439
Net increase in cash, cash equivalents and restricted cash$ (11,163) $ 16,498
The changes in the activities that comprise the increase in net cash used in investing activities for the six months endedJune 30, 2022 as compared to the six months endedJune 30, 2021 consisted of the following amounts (in thousands). Change Decrease in cash used for improvements to investments in real estate $
14,419
Increase in cash contributed to investments in unconsolidated entities
(206,076)
Decrease in net cash provided by proceeds from sale of real estate
(703,936)
Other changes
26,406
Increase in net cash used in investing activities $
(869,187)
The increase in net cash used in investing activities was primarily due to (i) sale of investments related to the sale of 11 data centers inEurope inMarch 2021 , (ii) investments in various unconsolidated entities, offset by (iii) a decrease in cash used for improvements to investments in real estate.
Change
Increase in cash used in/provided by short-term borrowings$ 569,550 Decrease in cash provided by proceeds from secured / unsecured debt (93,199) Decrease in cash used for repayment on secured / unsecured debt 436,226 Increase in cash used for dividend and distribution payments (49,493) Other changes
45,355
Increase in net cash provided by financing activities $
908,439
The increase in net cash provided by financing activities was primarily due to (i) an increase in cash proceeds from short-term borrowings, (ii) a decrease in cash used for repayment of unsecured notes (in 2022, we redeemed the 4.750% Notes due 2025 ($450 million ); in 2021 we redeemed 2.750% Notes due 2023 ($300 million ) and paid down the remaining balance of our unsecured term loan ($537 million)), and (iii) an increase in dividend and distribution payments due to an increased dividend amount per share of common stock and common unit. 55
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Noncontrolling Interests in
Noncontrolling interests relate to the common units inDigital Realty Trust, L.P. that are not owned byDigital Realty Trust, Inc. , which, as ofJune 30, 2022 , amounted to 2.2% ofDigital Realty Trust, L.P. common units. Historically,Digital Realty Trust, L.P. has issued common units to third party sellers in connection with our acquisition of real estate interests from such third parties. Limited partners have the right to requireDigital Realty Trust, L.P. to redeem part or all of their common units for cash based upon the fair market value of an equivalent number of shares ofDigital Realty Trust, Inc. common stock at the time of the redemption. Alternatively, we may elect to acquire those common units in exchange for shares ofDigital Realty Trust, Inc. common stock on a one-for-one basis, subject to adjustment in the event of stock splits, stock dividends, issuance of stock rights, specified extraordinary distributions and similar events. As ofJune 30, 2022 , approximately 0.2 million common units ofDigital Realty Trust, L.P. that were issued to certain former unitholders ofDuPont Fabros Technology, L.P. in connection with the Company's acquisition ofDuPont Fabros Technology, Inc. were outstanding, which are subject to certain restrictions and, accordingly, are not presented as permanent capital in the condensed consolidated balance sheet.
Inflation
Many of our leases provide for separate real estate tax and operating expense escalations. In addition, many of the leases provide for fixed base rent increases. We believe that inflationary increases may be at least partially offset by the contractual rent increases and expense escalations described above.
Funds from Operations
We calculate funds from operations, or FFO, in accordance with the standards established by theNational Association of Real Estate Investment Trusts (Nareit) in the Nareit Funds From Operations White Paper - 2018 Restatement. FFO represents net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of property, a gain from a pre-existing relationship, impairment charges and real estate related depreciation and amortization (excluding amortization of deferred financing costs) and after adjustments for unconsolidated partnerships and joint ventures. Management uses FFO as a supplemental performance measure because, in excluding real estate related depreciation and amortization and gains and losses from property dispositions and after adjustments for unconsolidated partnerships and joint ventures, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We also believe that, as a widely recognized measure of the performance of REITs, FFO will be used by investors as a basis to compare our operating performance with that of other REITs. However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures and capitalized leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our financial condition and results from operations, the utility of FFO as a measure of our performance is limited. Other REITs may not calculate FFO in accordance with the Nareit definition and, accordingly, our FFO may not be comparable to other REITs' FFO. FFO should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance. 56 Table of Contents Reconciliation of Net Income Available to Common Stockholders to Funds From Operations (FFO) (unaudited, in thousands, except per share and unit data) Three Months
Ended
2022 2021 2022 2021
Net Income Available to Common Stockholders $ 53,246
1,500 3,200 3,100 13,000
Real estate related depreciation and amortization (1) 369,327 363,640 743,489 728,337
Unconsolidated JV real estate related depreciation and
amortization 29,022 20,983 58,341 40,361
Gain on real estate transactions (1,144) (499) (3,914) (334,420)
FFO available to common stockholders and unitholders (2)
$ 1.56
$ 1.78
$ 1.55 $ 1.78 $ 3.16 $ 3.27
Weighted average common stock and units outstanding
Basic 290,528 288,843 290,346 288,588
Diluted (2) 290,944 289,485 290,716 289,219
(1) Real estate related depreciation and amortization was computed as follows:
Depreciation and amortization per income statement
(7,640) (5,341) (15,610) (10,377)
$ 369,327 $ 363,640 $ 743,489 $ 728,337
For all periods presented, we have excluded the effect of the series C,series J, series K and series L preferred stock, as applicable, that may be (2) converted into common stock upon the occurrence of specified change in
control transactions as described in the articles supplementary governing the
series C, series J, series K and series L preferred stock, as applicable, as
they would be anti-dilutive.
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Weighted average common stock
and units outstanding 290,528 288,843 290,346 288,588
Add: Effect of dilutive
securities 416 642 370 631
Weighted average common stock
and units outstanding-diluted 290,944 289,485 290,716 289,219
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