Table of Contents

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

x      Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended June 30, 2014

 

o         Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from                      to                     .

 

Commission file number: 001-34877

 

CoreSite Realty Corporation

(Exact name of registrant as specified in its charter)

 

Maryland

(State or other jurisdiction

of incorporation or organization)

 

27-1925611

(I.R.S. Employer

Identification No.)

 

 

 

1001 17th Street, Suite 500
Denver, CO

(Address of principal executive offices)

 

80202

(Zip Code)

 

(866) 777-2673

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o.

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer o

 

Accelerated filer x

 

Non-accelerated filer o

 

Smaller reporting company o

 

 

 

 

(Do not check if a smaller reporting
company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

The number of shares of common stock outstanding at July 22, 2014 was 21,613,467.

 

 

 



Table of Contents

 

CORESITE REALTY CORPORATION

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2014

TABLE OF CONTENTS

 

 

PAGE

 

NO.

 

 

PART I. FINANCIAL INFORMATION

3

 

 

ITEM 1. Financial Statements

3

 

 

Condensed Consolidated Balance Sheets as of June 30, 2014, and December 31, 2013 (unaudited)

3

 

 

Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2014, and 2013 (unaudited)

4

 

 

Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2014, and 2013 (unaudited)

5

 

 

Condensed Consolidated Statement of Equity for the six months ended June 30, 2014 (unaudited)

6

 

 

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2014, and 2013 (unaudited)

7

 

 

Notes to Condensed Consolidated Financial Statements (unaudited)

8

 

 

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

19

 

 

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

29

 

 

ITEM 4. Controls and Procedures

30

 

 

PART II. OTHER INFORMATION

30

 

 

ITEM 1. Legal Proceedings

30

 

 

ITEM 1A. Risk Factors

30

 

 

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

30

 

 

ITEM 3. Defaults Upon Senior Securities

31

 

 

ITEM 4. Mine Safety Disclosures

31

 

 

ITEM 5. Other Information

31

 

 

ITEM 6. Exhibits

31

 

 

Signatures

32

 

 

Exhibit 31.1

 

Exhibit 31.2

 

Exhibit 32.1

 

Exhibit 32.2

 

EX-101 INSTANCE DOCUMENT

 

EX-101 SCHEMA DOCUMENT

 

EX-101 CALCULATION LINKBASE DOCUMENT

 

EX-101 LABELS LINKBASE DOCUMENT

 

EX-101 PRESENTATION LINKBASE DOCUMENT

 

EX-101 DEFINITION LINKBASE DOCUMENT

 

 

2



Table of Contents

 

PART I — FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

CORESITE REALTY CORPORATION

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited and in thousands except share data)

 

 

 

June 30,

 

December 31,

 

 

 

2014

 

2013

 

ASSETS

 

 

 

 

 

Investments in real estate:

 

 

 

 

 

Land

 

$

79,929

 

$

78,983

 

Building and building improvements

 

769,056

 

717,007

 

Leasehold improvements

 

98,121

 

95,218

 

 

 

947,106

 

891,208

 

Less: Accumulated depreciation and amortization

 

(185,230

)

(155,704

)

Net investment in operating properties

 

761,876

 

735,504

 

Construction in progress

 

161,377

 

157,317

 

Net investments in real estate

 

923,253

 

892,821

 

Cash and cash equivalents

 

11,132

 

5,313

 

Accounts and other receivables, net of allowance for doubtful accounts of $338 and $159 as of June 30, 2014, and December 31, 2013, respectively

 

10,275

 

10,339

 

Lease intangibles, net of accumulated amortization of $13,767 and $17,646 as of June 30, 2014, and December 31, 2013, respectively

 

9,018

 

11,028

 

Goodwill

 

41,191

 

41,191

 

Other assets

 

62,386

 

55,802

 

Total assets

 

$

1,057,255

 

$

1,016,494

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

Liabilities:

 

 

 

 

 

Revolving credit facility

 

$

176,750

 

$

174,250

 

Senior unsecured term loan

 

100,000

 

 

Mortgage loan payable

 

 

58,250

 

Accounts payable and accrued expenses

 

74,289

 

67,782

 

Deferred rent payable

 

9,401

 

9,646

 

Acquired below-market lease contracts, net of accumulated amortization of $4,314 and $4,361 as of June 30, 2014, and December 31, 2013, respectively

 

6,185

 

6,681

 

Prepaid rent and other liabilities

 

16,872

 

11,578

 

Total liabilities

 

383,497

 

328,187

 

Stockholders’ equity:

 

 

 

 

 

Series A Cumulative Preferred Stock 7.25%, $115,000 liquidation preference ($25.00 per share, $0.01 par value), 4,600,000 shares issued and outstanding as of June 30, 2014, and December 31, 2013

 

115,000

 

115,000

 

Common Stock, par value $0.01, 100,000,000 shares authorized and 21,616,487 and 21,387,152 shares issued and outstanding at June 30, 2014, and December 31, 2013, respectively

 

211

 

209

 

Additional paid-in capital

 

271,379

 

267,465

 

Accumulated other comprehensive loss

 

(136

)

 

Distributions in excess of net income

 

(58,649

)

(50,264

)

Total stockholders’ equity

 

327,805

 

332,410

 

Noncontrolling interests

 

345,953

 

355,897

 

Total equity

 

673,758

 

688,307

 

Total liabilities and equity

 

$

1,057,255

 

$

1,016,494

 

 

See accompanying notes to condensed consolidated financial statements.

 

3



Table of Contents

 

CORESITE REALTY CORPORATION

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited and in thousands except share and per share data)

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

Operating revenues:

 

 

 

 

 

 

 

 

 

Data center revenue:

 

 

 

 

 

 

 

 

 

Rental revenue

 

$

36,938

 

$

32,355

 

$

71,837

 

$

63,664

 

Power revenue

 

16,575

 

14,486

 

32,577

 

28,015

 

Interconnection revenue

 

8,591

 

7,053

 

16,650

 

13,625

 

Tenant reimbursement and other

 

1,627

 

1,770

 

4,383

 

3,559

 

Office, light industrial and other revenue

 

1,951

 

2,003

 

3,966

 

3,895

 

Total operating revenues

 

65,682

 

57,667

 

129,413

 

112,758

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Property operating and maintenance

 

18,534

 

15,118

 

34,823

 

29,645

 

Real estate taxes and insurance

 

(980

)

2,304

 

1,986

 

4,524

 

Depreciation and amortization

 

19,504

 

16,261

 

37,386

 

32,210

 

Sales and marketing

 

3,747

 

3,936

 

7,335

 

7,725

 

General and administrative

 

6,732

 

6,177

 

14,437

 

13,180

 

Rent

 

5,070

 

4,756

 

10,136

 

9,549

 

Impairment of internal-use software

 

1,037

 

 

1,959

 

 

Transaction costs

 

9

 

249

 

13

 

254

 

Total operating expenses

 

53,653

 

48,801

 

108,075

 

97,087

 

Operating income

 

12,029

 

8,866

 

21,338

 

15,671

 

Interest income

 

2

 

2

 

4

 

4

 

Interest expense

 

(1,415

)

(783

)

(2,588

)

(1,222

)

Income before income taxes

 

10,616

 

8,085

 

18,754

 

14,453

 

Income tax benefit (expense)

 

22

 

(206

)

2

 

(379

)

Net income

 

$

10,638

 

$

7,879

 

$

18,756

 

$

14,074

 

Net income attributable to noncontrolling interests

 

4,670

 

3,176

 

7,971

 

5,438

 

Net income attributable to CoreSite Realty Corporation

 

$

5,968

 

$

4,703

 

$

10,785

 

$

8,636

 

Preferred stock dividends

 

(2,085

)

(2,085

)

(4,169

)

(4,169

)

Net income attributable to common shares

 

$

3,883

 

$

2,618

 

$

6,616

 

$

4,467

 

Net income per share attributable to common shares:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.18

 

$

0.13

 

$

0.31

 

$

0.22

 

Diluted

 

$

0.18

 

$

0.12

 

$

0.31

 

$

0.21

 

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

 

Basic

 

21,131,077

 

20,829,375

 

21,062,299

 

20,752,065

 

Diluted

 

21,604,730

 

21,445,875

 

21,599,749

 

21,412,289

 

 

See accompanying notes to condensed consolidated financial statements.

 

4



Table of Contents

 

CORESITE REALTY CORPORATION

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited and in thousands)

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

Net income

 

$

10,638

 

$

7,879

 

$

18,756

 

$

14,074

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

Unrealized loss on derivative contracts

 

(1,271

)

 

(754

)

 

Reclassification of other comprehensive income to interest expense

 

337

 

 

455

 

 

Comprehensive income

 

9,704

 

7,879

 

18,457

 

14,074

 

Comprehensive income attributable to noncontrolling interests

 

4,159

 

3,176

 

7,808

 

5,438

 

Comprehensive income attributable to CoreSite Realty Corporation

 

$

5,545

 

$

4,703

 

$

10,649

 

$

8,636

 

 

See accompanying notes to condensed consolidated financial statements.

 

5



Table of Contents

 

CORESITE REALTY CORPORATION

 

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

(unaudited and in thousands except share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

Distributions

 

Other

 

Total

 

 

 

 

 

 

 

Preferred

 

Common Shares

 

Paid-in

 

in Excess of

 

Comprehensive

 

Stockholders’

 

Noncontrolling

 

Total

 

 

 

Stock

 

Number

 

Amount

 

Capital

 

Net Income

 

Loss

 

Equity

 

Interests

 

Equity

 

Balance at January 1, 2014

 

$

115,000

 

21,387,152

 

$

209

 

$

267,465

 

$

(50,264

)

$

 

$

332,410

 

$

355,897

 

$

688,307

 

Issuance of stock awards, net of forfeitures

 

 

203,473

 

 

 

 

 

 

 

 

Exercise of stock options

 

 

25,862

 

 

407

 

 

 

407

 

 

407

 

Share-based compensation

 

 

 

2

 

3,507

 

 

 

3,509

 

 

3,509

 

Dividends declared on preferred stock

 

 

 

 

 

(4,169

)

 

(4,169

)

 

(4,169

)

Dividends and distributions

 

 

 

 

 

(15,001

)

 

(15,001

)

(17,752

)

(32,753

)

Net income

 

 

 

 

 

10,785

 

 

10,785

 

7,971

 

18,756

 

Other comprehensive loss

 

 

 

 

 

 

(136

)

(136

)

(163

)

(299

)

Balance at June 30, 2014

 

$

115,000

 

21,616,487

 

$

211

 

$

271,379

 

$

(58,649

)

$

(136

)

$

327,805

 

$

345,953

 

$

673,758

 

 

See accompanying notes to condensed consolidated financial statements.

 

6



Table of Contents

 

CORESITE REALTY CORPORATION

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

 

 

 

Six Months Ended June 30,

 

 

 

2014

 

2013

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

Net income

 

$

18,756

 

$

14,074

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

37,386

 

32,210

 

Amortization of above/below market leases

 

(182

)

(431

)

Amortization of deferred financing costs

 

1,029

 

847

 

Share-based compensation

 

3,248

 

3,578

 

Bad debt expense

 

529

 

157

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

(465

)

1,814

 

Deferred rent receivable

 

(1,330

)

(618

)

Deferred leasing costs

 

(3,470

)

(4,204

)

Other assets

 

385

 

(1,025

)

Accounts payable and accrued expenses

 

(6,430

)

(2,215

)

Prepaid rent and other liabilities

 

5,294

 

273

 

Deferred rent payable

 

(245

)

1,395

 

Net cash provided by operating activities

 

54,505

 

45,855

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

Tenant improvements

 

(4,487

)

(3,405

)

Real estate improvements

 

(50,899

)

(68,161

)

Acquisition of NY2

 

 

(21,889

)

Net cash used in investing activities

 

(55,386

)

(93,455

)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

Proceeds from exercise of stock options

 

407

 

525

 

Proceeds from revolving credit facility

 

43,500

 

73,000

 

Payments on revolving credit facility

 

(41,000

)

 

Proceeds from senior unsecured term loan

 

100,000

 

 

Repayments of mortgage loans payable

 

(58,250

)

(750

)

Payments of loan fees and costs

 

(1,000

)

(2,617

)

Dividends and distributions

 

(36,957

)

(27,885

)

Net cash provided by financing activities

 

6,700

 

42,273

 

Net change in cash and cash equivalents

 

5,819

 

(5,327

)

Cash and cash equivalents, beginning of period

 

5,313

 

8,130

 

Cash and cash equivalents, end of period

 

$

11,132

 

$

2,803

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 

 

 

 

 

Cash paid for interest, net of capitalized amounts

 

$

1,810

 

$

733

 

NON-CASH INVESTING AND FINANCING ACTIVITY

 

 

 

 

 

Construction costs payable capitalized to real estate

 

$

26,700

 

$

12,708

 

Accrual of dividends and distributions

 

$

18,772

 

$

14,902

 

 

See accompanying notes to condensed consolidated financial statements.

 

7



Table of Contents

 

CORESITE REALTY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

(unaudited)

 

1. Organization and Description of Business

 

CoreSite Realty Corporation (the “Company,” “we,” or “our”) was organized in the state of Maryland on February 17, 2010, and is a fully-integrated, self-administered, and self-managed real estate investment trust (“REIT”). Through our controlling interest in CoreSite, L.P. (our “Operating Partnership”), we are engaged in the business of owning, acquiring, constructing and managing data centers. As of June 30, 2014, the Company owns a 45.4% common interest in our Operating Partnership and affiliates of The Carlyle Group and others own a 54.6% interest in our Operating Partnership. See additional discussion in Note 8.

 

2. Summary of Significant Accounting Policies

 

Principles of Consolidation and Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared by our management in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and in compliance with the rules and regulations of the United States Securities and Exchange Commission. Accordingly, these condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of our management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the six months ended June 30, 2014, are not necessarily indicative of the expected results for the year ending December 31, 2014. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013. Intercompany balances and transactions have been eliminated.

 

Use of Estimates

 

The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We evaluate our estimates, including those related to assessing the carrying values of our real estate properties, goodwill, accrued liabilities and performance-based equity compensation plans. We base our estimates on historical experience, current market conditions, and various other assumptions that we believe to be reasonable under the circumstances. Actual results may vary from those estimates and those estimates could vary under different assumptions or conditions.

 

Adjustments and Reclassifications

 

Office, light industrial and other revenue, included within the condensed consolidated statements of operations for the three and six months ended June 30, 2013, has been reclassified to conform to the 2014 financial statement presentation. In addition, certain other immaterial amounts included in the condensed consolidated financial statements for 2013 have been reclassified to conform to the 2014 financial statement presentation.

 

Investments in Real Estate

 

Real estate investments are carried at cost less accumulated depreciation and amortization. The cost of real estate includes the purchase price of property and leasehold improvements. Expenditures for maintenance and repairs are expensed as incurred. Significant renovations and betterments that extend the economic useful lives of assets are capitalized. During land development and construction periods, we capitalize construction costs, legal fees, financing costs, real estate taxes and insurance and internal costs of personnel performing development, if such costs are incremental and identifiable to a specific development project. Capitalization of costs begins upon commencement of development efforts and ceases when the property is ready for its intended use and held available for occupancy. Interest is capitalized during the period of development based upon applying the weighted-average borrowing rate to the actual development costs expended. Capitalized interest costs were $1.0 million and $0.9 million for the three months ended June 30, 2014, and 2013, respectively, and $2.2 million and $1.9 million for the six months ended June 30, 2014, and 2013, respectively.

 

Depreciation and amortization are calculated using the straight-line method over the following useful lives of the assets:

 

Buildings

 

27 to 40 years

Building improvements

 

1 to 10 years

Leasehold improvements

 

The shorter of the lease term or useful life of the asset

 

8



Table of Contents

 

Depreciation expense was $15.9 million and $13.2 million for the three months ended June 30, 2014, and 2013, respectively, and $31.0 million and $25.1 million for the six months ended June 30, 2014, and 2013, respectively.

 

Acquisition of Investment in Real Estate

 

Purchase accounting is applied to the assets and liabilities related to all real estate investments acquired. The fair value of the real estate acquired is allocated to the acquired tangible assets, consisting primarily of land, building and building improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, value of in-place leases and the value of customer relationships.

 

The fair value of the land and building of an acquired property is determined by valuing the property as if it were vacant, and the “as-if-vacant” fair value is then allocated to land and building based on management’s determination of the fair values of these assets. Management determines the as-if-vacant fair value of a property using methods similar to those used by independent appraisers. Factors considered by management in performing these analyses include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases.

 

The fair value of intangibles related to in-place leases includes the value of lease intangibles for above-market and below-market leases, lease origination costs, and customer relationships, determined on a lease-by-lease basis. Above-market and below-market leases are valued based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease and, for below-market leases, over a period equal to the initial term plus any below-market fixed rate renewal periods. Lease origination costs include estimates of costs avoided associated with leasing the property, including tenant allowances and improvements and leasing commissions. Customer relationship intangibles relate to the additional revenue opportunities expected to be generated through interconnection services and utility services to be provided to the in-place lease tenants.

 

The capitalized values for above and below-market lease intangibles, lease origination costs, and customer relationships are amortized over the term of the underlying leases or the expected customer relationship. Amortization related to above-market and below-market leases where the Company is the lessor is recorded as either a reduction of or an increase to rental income, amortization related to above-market and below-market leases where the Company is the lessee is recorded as either a reduction of or an increase to rent expense and amortization for lease origination costs and customer relationships are recorded as amortization expense. If a lease is terminated prior to its stated expiration, all unamortized amounts relating to that lease are written off. The carrying value of intangible assets is reviewed for impairment in connection with its respective asset group whenever events or changes in circumstances indicate that the asset group may not be recoverable. An impairment loss is recognized if the carrying amount of the asset group is not recoverable and its carrying amount exceeds its estimated fair value. No impairment loss related to these intangible assets was recognized for the three and six months ended June 30, 2014, and 2013.

 

The excess of the cost of an acquired business over the net of the amounts assigned to assets acquired (including identified intangible assets) and liabilities assumed is recorded as goodwill. As of June 30, 2014, and December 31, 2013, we had approximately $41.2 million of goodwill at each date. The Company’s goodwill has an indeterminate life and is not amortized, but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the asset might be impaired. No impairment loss was recognized for the three and six months ended June 30, 2014, and 2013.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include all non-restricted cash held in financial institutions and other non-restricted highly liquid short-term investments with original maturities at acquisition of three months or less.

 

Deferred Costs

 

Deferred leasing costs include commissions paid to third party leasing agents and internal sales commissions paid to employees for successful execution of lease agreements. These commissions and other direct and incremental costs incurred to obtain new customer leases are capitalized and amortized over the terms of the related leases using the straight-line method. If a lease terminates prior to the expiration of its initial term, any unamortized deferred costs related to the lease are written off to amortization expense. Our deferred leasing costs consisted of the following, net of amortization, as of June 30, 2014, and December 31, 2013 (in thousands):

 

 

 

June 30,

 

December 31,

 

 

 

2014

 

2013

 

Internal sales commissions

 

$

8,613

 

$

7,530

 

Third party leasing agents

 

10,697

 

6,328

 

External legal counsel

 

370

 

301

 

 

 

$

19,680

 

$

14,159

 

 

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Deferred financing costs include costs incurred in connection with obtaining debt and extending existing debt. These financing costs are capitalized and amortized on a straight-line basis, which approximates the effective-interest method, over the term of the loan and are included as a component of interest expense.

 

Recoverability of Long-Lived Assets

 

We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment is recognized when estimated expected future cash flows (undiscounted and without interest charges) are less than the carrying amount of the assets. The estimation of expected future net cash flows is inherently uncertain and relies, to a considerable extent, on assumptions regarding current and future economics and market conditions and the availability of capital. If, in future periods, there are changes in the estimates or assumptions incorporated into the impairment review analysis, the changes could result in an adjustment to the carrying amount of the long-lived assets. To the extent that impairment has occurred, the excess of the carrying amount of long-lived assets over its estimated fair value would be recognized as an impairment loss charged to net income. For the three and six months ended June 30, 2014, and 2013, no real estate impairment was recognized.

 

Derivative Instruments and Hedging Activities

 

We reflect all derivative instruments at fair value as either assets or liabilities on the condensed consolidated balance sheets. For those derivative instruments that are designated, and qualify, as hedging instruments, we record the effective portion of the gain or loss on the hedge instruments as a component of accumulated other comprehensive income or loss. Any ineffective portion of a derivative’s change in fair value is immediately recognized within net income. For derivatives that do not meet the criteria for hedge accounting, changes in fair value are immediately recognized within net income. See additional discussion in Note 6.

 

Internal-Use Software

 

We recognize internal-use software development costs based on the development stage of the project and nature of the cost. Internal and external costs incurred during the preliminary project stage are expensed as they are incurred. Internal and external costs incurred to develop internal-use software during the application development stage are capitalized. Internal and external training costs and maintenance costs during the post-implementation-operation stage are expensed as incurred. Completed projects are placed into service and amortized over the estimated useful life of the software.

 

During the three and six months ended June 30, 2014, we recognized a $1.0 million and $2.0 million impairment of internal use software, respectively, in the condensed consolidated statements of operations. The impairments are a result of internal-use software previously under development that was discontinued during the periods and will not be placed into service. No impairment was recognized during the three and six months ended June 30, 2013.

 

During the three months ended June 30, 2014, we revised the remaining useful life of certain internal-use software from six years to one year. The remaining $2.5 million net book value of this internal-use software will be fully amortized as of June 30, 2015.

 

Revenue Recognition

 

All customer leases are classified as operating leases and minimum rents are recognized on a straight-line basis over the non-cancellable term of the agreements. The excess of rents recognized over amounts contractually due pursuant to the underlying leases are included in deferred rent receivable. If a lease terminates prior to its stated expiration, the deferred rent receivable relating to that lease is written off as a reduction of rental revenue.

 

When arrangements include multiple elements, the revenue associated with separate elements is allocated based on the relative fair values of those elements. The revenue associated with each element is then recognized as earned. Interconnection services and additional space services are considered as separate earnings processes that are provided and completed on a month-to-month basis and revenue is recognized in the period that services are performed. Customer set-up charges and utility installation fees are initially deferred and recognized over the term of the arrangement as revenue.

 

Tenant reimbursements for real estate taxes, common area maintenance, and other recoverable costs are recognized as revenue in the period that the related expenses are incurred.

 

Above-market and below-market lease intangibles 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. For the three months ended June 30, 2014, and 2013, the net effect of amortization of acquired above-market and below-market leases resulted in an increase to rental revenue of $0.1 million and $0.2 million, respectively. For the six months ended June 30, 2014, and 2013, the net effect of amortization of acquired above-market and below-market leases resulted in an increase to rental income of $0.2 million and $0.4 million, respectively.

 

A provision for uncollectible accounts is recorded if a receivable balance relating to contractual rent, rent recorded on a straight-line basis, or tenant reimbursements is considered by management to be uncollectible. At June 30, 2014, and December 31, 2013, the allowance for doubtful

 

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accounts totaled $0.3 million and $0.2 million, respectively.

 

In May 2014, the FASB issued guidance codified in Accounting Standards Codification (“ASC”) 606, Revenue Recognition — Revenue from Contracts with Customers, which amends the guidance in former ASC 605, Revenue Recognition. The standard is effective for interim and annual reporting periods beginning after December 15, 2016. The standard permits the use of either the retrospective or cumulative effect transition method. We are currently evaluating the impact of the provisions of ASC 606 on our revenue recognition policies.

 

Share-Based Compensation

 

We account for share-based compensation using the fair value method of accounting. The estimated fair value of the stock options granted by us is calculated based on Black-Scholes option-pricing model. The fair value of restricted share-based and Operating Partnership unit compensation is based on the market value of our common stock on the date of the grant. The fair value of performance share awards, which have a market condition, is based on a Monte Carlo simulation. The fair value for all share based-compensation is amortized on a straight-line basis over the vesting period.

 

Asset Retirement and Environmental Remediation Obligations

 

We record accruals for estimated retirement and environmental remediation obligations. The obligations relate primarily to the removal of asbestos and contaminated soil during development of properties as well as the estimated equipment removal costs upon termination of a certain lease where we are the lessee. At June 30, 2014, and December 31, 2013, the amount included in prepaid rent and other liabilities on the condensed consolidated balance sheets was approximately $2.3 million and $2.2 million, respectively.

 

Income Taxes

 

We elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2010. To qualify as a REIT, we are required to distribute at least 90% of our taxable income to our stockholders and meet various other requirements imposed by the Code relating to such matters as operating results, asset holdings, distribution levels and diversity of stock ownership. Provided we qualify for taxation as a REIT, we generally are not subject to corporate level federal income tax on the earnings distributed currently to our stockholders. If we fail to qualify as a REIT in any taxable year, and are unable to avail ourselves of certain savings provisions set forth in the Code, all of our taxable income would be subject to federal income tax at regular corporate rates, including any applicable alternative minimum tax.

 

To maintain REIT status, we must distribute a minimum of 90% of our taxable income. However, it is our policy and intent, subject to change, to distribute 100% of our taxable income and therefore no provision is required in the accompanying financial statements for federal income taxes with regards to activities of the REIT and its subsidiary pass-through entities. The allocable share of income is included in the income tax returns of its stockholders. The Company is subject to the statutory requirements of the locations in which it conducts business. State and local income taxes are accrued as deemed required in the best judgment of management based on analysis and interpretation of respective tax laws.

 

We have elected to treat certain subsidiaries as taxable REIT subsidiaries (“TRS”). Certain activities that we undertake must be conducted by a TRS, such as services for our tenants that could be considered otherwise impermissible for us to perform and holding assets that we cannot hold directly. A TRS is subject to corporate level federal and state income taxes.

 

Deferred income taxes are recognized in certain taxable entities. Deferred income tax generally is a function of the period’s temporary differences (items that are treated differently for tax purposes than for financial reporting purposes), the utilization of tax net operating losses generated in prior years that previously had been recognized as deferred income tax assets and the reversal of any previously recorded deferred income tax liabilities. A valuation allowance for deferred income tax assets is provided if we believe all or some portion of the deferred income tax asset may more likely than not be not realized. Any increase or decrease in the valuation allowance resulting from a change in circumstances that causes a change in the estimated realizability of the related deferred income tax asset is included in deferred tax expense. As of June 30, 2014, and December 31, 2013, the gross deferred income taxes were not material.

 

We currently have no liabilities for uncertain tax positions. The earliest tax year for which we are subject to examination is 2010. Prior to their contribution to our Operating Partnership, our subsidiaries were treated as pass-through entities for tax purposes and 2010 also is the earliest year subject to examination with respect to our subsidiaries.

 

Concentration of Credit Risks

 

Our cash and cash equivalents are maintained in various financial institutions, which, at times, may exceed federally insured limits. We have not experienced any losses in such accounts, and management believes that the Company is not exposed to any significant credit risk in this area. We have no off-balance sheet concentrations of credit risk, such as foreign exchange contracts, option contracts, or foreign currency hedging arrangements.

 

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Segment Information

 

We manage our business as one reportable segment consisting of investments in data centers located in the United States. Although we provide services in several markets, these operations have been aggregated into one reportable segment based on the similar economic characteristics amongst all markets, including the nature of the services provided and the type of customers purchasing these services.

 

3. Investment in Real Estate

 

The following is a summary of the properties owned or leased at June 30, 2014 (in thousands):

 

Property Name

 

Location

 

Land

 

Buildings and
Improvements

 

Leasehold
Improvements

 

Construction
in Progress

 

Total Cost

 

SV1

 

San Jose, CA

 

$

6,863

 

$

124,507

 

$

 

$

1,229

 

$

132,599

 

SV2

 

Milpitas, CA

 

5,086

 

24,624

 

 

899

 

30,609

 

SV3

 

Santa Clara, CA

 

3,972

 

46,866

 

 

147

 

50,985

 

SV4

 

Santa Clara, CA

 

4,442

 

87,441

 

 

680

 

92,563

 

SV5

 

Santa Clara, CA

 

2,544

 

20,428

 

 

 

22,972

 

Santa Clara Campus(1)

 

Santa Clara, CA

 

8,173

 

8,221

 

 

12,369

 

28,763

 

BO1

 

Somerville, MA

 

6,100

 

78,749

 

 

2,590

 

87,439

 

NY1

 

New York, NY

 

 

 

33,015

 

225

 

33,240

 

NY2

 

Secaucus, NJ

 

1,158

 

43,317

 

 

64,459

 

108,934

 

VA1

 

Reston, VA

 

6,903

 

108,168

 

 

5,205

 

120,276

 

VA2

 

Reston, VA

 

 

 

 

66,249

 

66,249

 

DC1

 

Washington, DC

 

 

 

7,586

 

343

 

7,929

 

CH1

 

Chicago, IL

 

5,493

 

82,517

 

 

1,021

 

89,031

 

LA1

 

Los Angeles, CA

 

 

 

55,630

 

5,029

 

60,659

 

LA2

 

Los Angeles, CA

 

28,467

 

134,160

 

 

699

 

163,326

 

MI1

 

Miami, FL

 

728

 

10,058

 

 

91

 

10,877

 

DE1

 

Denver, CO

 

 

 

1,099

 

70

 

1,169

 

DE2

 

Denver, CO

 

 

 

791

 

72

 

863

 

Total

 

 

 

$

79,929

 

$

769,056

 

$

98,121

 

$

161,377

 

$

1,108,483

 

 


(1)    This campus includes office and light-industrial buildings and land held for development in Santa Clara, CA.

 

4. Other Assets

 

Our other assets consisted of the following, net of amortization and depreciation, if applicable, as of June 30, 2014, and December 31, 2013 (in thousands):

 

 

 

June 30,

 

December 31,

 

 

 

2014

 

2013

 

Deferred leasing costs

 

$

19,680

 

$

14,159

 

Deferred rent receivable

 

18,595

 

17,265

 

Corporate furniture, fixtures and equipment

 

8,281

 

7,346

 

Internal-use software

 

9,193

 

8,525

 

Deferred financing costs

 

3,297

 

3,312

 

Other

 

3,340

 

5,195

 

Total

 

$

62,386

 

$

55,802

 

 

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5. Debt

 

A summary of outstanding indebtedness as of June 30, 2014, and December 31, 2013, is as follows (in thousands):

 

 

 

 

 

Maturity

 

June 30,

 

December 31,

 

 

 

Interest Rate

 

Date

 

2014

 

2013

 

Revolving credit facility

 

2.16% and 2.17% at June 30, 2014, and December 31, 2013, respectively

 

January 3, 2017

 

$

176,750

 

$

174,250

 

Senior unsecured term loan

 

3.23% at June 30, 2014

 

January 31, 2019

 

100,000

 

 

SV1 - Mortgage loan

 

Repaid on January 31, 2014, and 3.67% at December 31, 2013

 

N/A

 

 

58,250

 

Total principal outstanding

 

 

 

 

 

$

276,750

 

$

232,500

 

 

Revolving Credit Facility

 

On January 3, 2013, our Operating Partnership and certain subsidiary co-borrowers entered into a second amended and restated senior unsecured revolving credit facility (the “Credit Agreement”) with a group of lenders for which KeyBank National Association acts as the administrative agent. The Credit Agreement maturity date is January 3, 2017, with a one-time extension option, which, if exercised, would extend the maturity date to January 3, 2018. The exercise of the extension option is subject to the payment of an extension fee equal to 25 basis points of the total commitment under the Credit Agreement at initial maturity and certain other customary conditions. The Credit Agreement contains an accordion feature, which allows our Operating Partnership to increase the total commitment from $405 million to $500 million, under specified circumstances.

 

Under the Credit Agreement, our Operating Partnership may elect to have borrowings bear interest at a rate per annum equal to (i) LIBOR plus 200 basis points to 275 basis points, or (ii) a base rate plus 100 basis points to 175 basis points, each depending on our Operating Partnership’s leverage ratio. At June 30, 2014, the Operating Partnership’s leverage ratio was 16.4% and the interest rate was LIBOR plus 200 basis points.

 

The total amount available for borrowings under the Credit Agreement is subject to the lesser of the facility amount or the availability calculated based on our unencumbered asset pool. As of June 30, 2014, the borrowing capacity was $405 million. As of June 30, 2014, $176.8 million was borrowed and outstanding and $220.9 million was available for us to borrow under the Credit Agreement.

 

Our ability to borrow under the Credit Agreement is subject to ongoing compliance with a number of financial covenants and other customary restrictive covenants, including, among others:

 

·                  a maximum leverage ratio (defined as total consolidated indebtedness to total gross asset value) of 60%, which, as of June 30, 2014, was 16.4%;

·                  a maximum secured debt ratio (defined as total consolidated secured debt to total gross asset value) of 40%, which, as of June 30, 2014, was 0%;

·                  a minimum fixed charge coverage ratio (defined as adjusted consolidated earnings before interest, taxes, depreciation and amortization to consolidated fixed charges) of 1.75 to 1.00, which, as of June 30, 2014, was 7.46 to 1.00; and

·                  a maximum unhedged variable rate debt ratio (defined as unhedged variable rate indebtedness to gross asset value) of 30%, which, as of June 30, 2014, was 10.2%.

 

As of June 30, 2014, we were in compliance with all of the covenants under our Credit Agreement.

 

Senior Unsecured Term Loan

 

On January 31, 2014, our Operating Partnership and certain subsidiaries entered into a $100 million senior unsecured term loan. The senior unsecured term loan has a five-year term and contains an accordion feature, which allows our Operating Partnership to increase the total commitments by $100 million, to $200 million, under specified circumstances. The senior unsecured term loan ranks pari passu with our Credit Agreement and contains the same financial covenants and other customary restrictive covenants. As of June 30, 2014, we were in compliance with the covenants under our senior unsecured term loan.

 

The borrowings under our senior unsecured term loan bear interest at a rate per annum equal to (i) LIBOR plus 175 basis points to 265 basis points, or (ii) a base rate plus 75 basis points to 165 points, each depending on our Operating Partnership’s leverage ratio. At June 30, 2014, the Operating Partnership’s leverage ratio was 16.4% and the interest rate was LIBOR plus 175 basis points.

 

On February 3, 2014, we entered into a $100 million interest rate swap agreement to hedge one-month LIBOR variable rate debt, which includes the senior unsecured term loan and, if the term loan is repaid prior to maturity, the revolving credit facility. The interest rate swap has a five-year

 

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term and, at our current leverage ratio, effectively fixes the senior unsecured term loan interest rate at 3.23%. See additional discussion in Note 6.

 

On January 31, 2014, we repaid the SV1 Mortgage loan in its entirety using the proceeds from the senior unsecured term loan.

 

Debt Maturities

 

The following table summarizes the amount of our outstanding debt when such debt currently becomes due (in thousands):

 

Year Ending December 31,

 

 

 

Remainder of 2014

 

$

 

2015

 

 

2016

 

 

2017

 

176,750

 

2018

 

 

2019

 

100,000

 

Total

 

$

276,750

 

 

6. Derivatives and Hedging Activities

 

On February 3, 2014, we entered into a $100 million interest rate swap agreement to protect against adverse fluctuations in interest rates by reducing our exposure to variability in cash flows relating to interest payments on $100 million of one-month LIBOR variable rate debt. The interest rate swap was designated for hedge accounting. This interest rate swap is our only derivative outstanding as of June 30, 2014, and there were none outstanding as of December 31, 2013.

 

Risk Management Objective of Using Derivatives

 

We are exposed to certain risks arising from both our business operations and economic conditions. We principally manage our exposures to a wide variety of business and operational risks through management of our core business activities. We manage economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of our debt funding and the use of derivative financial instruments. Specifically, we enter into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known or uncertain cash amounts, the value of which are determined by interest rates. Our derivative financial instruments are used to manage differences in the amount, timing, and duration of our known or expected cash receipts and our known or expected cash payments principally related to our investments and borrowings.

 

Cash Flow Hedges of Interest Rate Risk

 

Our objectives in using interest rate derivatives are to reduce variability in interest expense and to manage our exposure to adverse interest rate movements. To accomplish this objective, we primarily use interest rate swaps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

 

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income or loss on the condensed consolidated balance sheets and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the six months ended June 30, 2014, the amount recorded in accumulated other comprehensive loss was a loss of $0.3 million. The amount reclassified to interest expense on the condensed consolidated statements of operations was $0.3 million and none for the three months ended June 30, 2014, and 2013, respectively, and was $0.5 million and none for the six months ended June 30, 2014, and 2013, respectively. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During the three and six months ended June 30, 2014, and 2013, we did not record any amount in earnings related to derivatives as there was no hedge ineffectiveness.

 

Amounts reported in accumulated other comprehensive loss related to derivatives will be reclassified to interest expense as interest payments are made on our variable-rate debt. During the subsequent twelve months, we estimate that $1.3 million will be reclassified as an increase to interest expense.

 

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Derivatives are recorded at fair value in our condensed consolidated balance sheets in other assets and other liabilities, as applicable. We do not net our derivative position by counterparty for purposes of balance sheet presentation and disclosure. We had $0.3 million recognized in prepaid rent and other liabilities in our condensed consolidated balance sheet as of June 30, 2014.

 

7. Stockholders’ Equity

 

We have paid the following dividends per share on our Series A Cumulative Preferred Stock and common shares during the six months ended June 30, 2014:

 

Declaration Date

 

Record Date

 

Payment Date

 

Preferred Stock

 

Common Shares

 

March 6, 2014

 

March 31, 2014

 

April 15, 2014

 

$

0.4531

(1)

$

0.35

 

May 30, 2014

 

June 30, 2014

 

July 15, 2014

 

0.4531

(2)

0.35

 

 

 

 

 

 

 

$

0.9062

 

$

0.70

 

 


(1) Dividend covers the period from January 15, 2014, to April 14, 2014.

 

(2) Dividend covers the period from April 15, 2014, to July 14, 2014.

 

8. Noncontrolling Interests — Operating Partnership

 

Noncontrolling interests represent the limited partnership interests in the Operating Partnership held by individuals and entities other than CoreSite Realty Corporation. Since September 28, 2011, the current holders of Common Operating Partnership units have been eligible to have the Common Operating Partnership units redeemed for common stock on a one-for-one basis or cash, at our option. Preferred Operating Partnership units rank senior to the Common Operating Partnership units held by both the Company and noncontrolling interests.

 

The following table shows the ownership interests in the Operating Partnership as of June 30, 2014, and December 31, 2013:

 

 

 

June 30, 2014

 

December 31, 2013

 

 

 

Number of Units

 

Percentage of Total

 

Number of Units

 

Percentage of Total

 

The Company

 

21,101,741

 

45.4

%

20,896,685

 

45.2

%

Noncontrolling interests

 

25,360,847

 

54.6

%

25,360,847

 

54.8

%

Total

 

46,462,588

 

100.0

%

46,257,532

 

100.0

%

 

For each share of common stock issued by the Company, the Operating Partnership issues an equivalent Common Operating Partnership unit to the Company. During the six months ended June 30, 2014, the Company issued 205,056 shares of common stock related to employee compensation arrangements and therefore an equivalent number of Common Operating Partnership units were issued to the Company by the Operating Partnership.

 

Holders of Common Operating Partnership units of record as of June 30, 2014, will receive quarterly distributions of $0.35 per unit, which correlates to dividends paid on common shares.

 

The redemption value of the noncontrolling interests at June 30, 2014, was $838.7 million based on the closing price of the Company’s common stock of $33.07 on that date.

 

9. Equity Incentive Plan

 

The Company’s Board of Directors has adopted and, with the consent of the Company’s stockholders, amended the 2010 Equity Incentive Plan (as amended, the “2010 Plan”). The 2010 Plan is administered by the Compensation Committee of the Board of Directors. Awards issuable under the 2010 Plan include common stock, stock options, restricted stock, stock appreciation rights, dividend equivalents and other incentive awards. We have reserved a total of 6,000,000 shares of our common stock for issuance pursuant to the 2010 Plan, which may be adjusted for changes in our capitalization and certain corporate transactions. To the extent that an award expires, terminates or lapses, or an award is settled in cash without the delivery of shares of common stock to the participant, then any unexercised shares subject to the award will be available for future grant or sale under the 2010 Plan. Shares of restricted stock which are forfeited or repurchased by us pursuant to the 2010 Plan may again be optioned, granted or awarded under the 2010 Plan. The payment of dividend equivalents in cash in conjunction with any outstanding awards will not be counted against the shares available for issuance under the 2010 Plan.

 

As of June 30, 2014, 3,532,985 shares of our common stock were available for issuance pursuant to the 2010 Plan.

 

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Stock Options

 

Stock option awards are granted with an exercise price equal to the closing market price of the Company’s common stock at the date of grant. The fair value of each option granted under the 2010 Plan is estimated on the date of grant using the Black-Scholes option-pricing model. The fair values are amortized on a straight-line basis over the vesting periods.

 

The following table sets forth stock option activity under the 2010 Plan for the six months ended June 30, 2014:

 

 

 

Number of
Shares Subject
to Options

 

Weighted
Average Exercise
Price

 

Options outstanding, December 31, 2013

 

1,133,915

 

$

19.89

 

Granted

 

 

 

Exercised

 

(25,862

)

15.71

 

Forfeited

 

(56,486

)

27.30

 

Expired

 

(3,947

)

15.80

 

Options outstanding, June 30, 2014

 

1,047,620

 

$

19.61

 

 

The following table sets forth the number of shares subject to options that are unvested as of June 30, 2014, and the fair value of these options at the grant date:

 

 

 

Number of
Shares Subject
to Options

 

Weighted
Average Fair
Value at Grant Date

 

Unvested balance, December 31, 2013

 

635,739

 

$

7.10

 

Granted

 

 

 

Forfeited

 

(56,486

)

8.48

 

Vested

 

(198,226

)

6.82

 

Unvested balance, June 30, 2014

 

381,027

 

$

7.04

 

 

As of June 30, 2014, total unearned compensation on options was approximately $2.0 million, and the weighted-average vesting period was 1.4 years.

 

Restricted Awards and Units

 

During the six months ended June 30, 2014, the Company granted 203,070 shares of restricted stock which had a value of $6.4 million on the grant date. Also during the six months ended June 30, 2014, the Company issued 10,216 restricted stock units, or RSUs. The principal difference between these instruments is that RSUs are not shares of the Company’s common stock and do not have any of the rights or privileges thereof, including voting rights. On the applicable vesting date, the holder of an RSU becomes entitled to a share of common stock. The restricted awards will be amortized on a straight-line basis to expense over the vesting period. The following table sets forth the number of unvested restricted awards and RSUs and the weighted average fair value of these awards at the date of grant:

 

 

 

Restricted
Awards

 

Weighted
Average Fair
Value at Grant Date

 

Unvested balance, December 31, 2013

 

495,151

 

$

25.08

 

Granted

 

213,286

 

31.61

 

Forfeited

 

(85,447

)

27.31

 

Vested

 

(184,598

)

23.38

 

Unvested balance, June 30, 2014

 

438,392

 

$

28.53

 

 

As of June 30, 2014, total unearned compensation on restricted awards was approximately $10.9 million, and the weighted-average vesting period was 2.5 years.

 

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Performance Stock Awards

 

On March 4, 2014, the Company granted long-term incentives to the Company’s executive officers in the form of performance-based restricted stock awards (“PSAs”) under the 2010 Plan. The number of PSAs earned is based on the Company’s achievement of relative total shareholder return (“TSR”) measured versus the MSCI US REIT Index over a three-year performance period, and the number of shares earned under the PSAs may range from 0% to 150%. The PSAs are earned as follows: (i) 20% of the PSAs are eligible to be earned upon TSR achievement in year one of the performance period, (ii) 20% of the PSAs are eligible to be earned upon TSR achievement in year two of the performance period, (iii) 20% of the PSAs are earned upon TSR achievement in year three of the performance period, and (iv) 40% of the PSAs are eligible to be earned upon a cumulative TSR achievement over the three-year performance period. The PSAs have a service condition and will be released at the end of the three-year performance period provided that the executive continues to be employed by the Company at the end of the three-year performance period. Holders of the PSAs are entitled to dividends on the PSAs, which will be accrued and paid in cash at the end of the performance period. The PSAs initially are granted and issued at 150% of the target amount and thereafter are forfeited to the extent vesting conditions are not met.

 

The Company granted 91,335 PSAs equal to 150% of the target amount, with an aggregate value of $1.6 million on the grant date. The PSAs, in addition to a service condition, are subject to the Company’s performance versus the MSCI US REIT Index, which is a market condition and impacts the number of shares that ultimately vests. Upon evaluating the results of the market condition, the final number of shares is determined and such shares vest based on satisfaction of the service conditions. The PSAs have graded vesting terms and will be amortized on a straight-line basis over the vesting period. During the three months ended June 30, 2014, 5,484 PSAs were forfeited. As of June 30, 2014, total unearned compensation on performance stock awards was approximately $1.3 million, and the weighted-average vesting period was 2.5 years.

 

10. Earnings Per Share

 

Basic income per share is calculated by dividing the net income attributable to common shares by the weighted average number of common shares outstanding during the period. Diluted income per share adjusts basic income per share for the effects of potentially dilutive common shares, if the effect is not antidilutive. Potentially dilutive common shares consist of shares issuable under the 2010 plan. The following is a summary of basic and diluted income per share (in thousands, except share and per share amounts):

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

Net income attributable to common shares

 

$

3,883

 

$

2,618

 

$

6,616

 

$

4,467

 

Weighted average common shares outstanding - basic

 

21,131,077

 

20,829,375

 

21,062,299

 

20,752,065

 

Effect of potentially dilutive common shares:

 

 

 

 

 

 

 

 

 

Stock options

 

371,536

 

406,482

 

368,516

 

386,988

 

Unvested awards

 

102,117

 

210,018

 

168,934

 

273,236

 

Weighted average common shares outstanding - diluted

 

21,604,730

 

21,445,875

 

21,599,749

 

21,412,289

 

Net income per share attributable to common shares

 

 

 

 

 

 

 

 

 

Basic

 

$

0.18

 

$

0.13

 

$

0.31

 

$

0.22

 

Diluted

 

$

0.18

 

$

0.12

 

$

0.31

 

$

0.21

 

 

In the calculations above, we have excluded weighted-average potentially dilutive securities of 165,552 and 210,811 for the three months ended June 30, 2014, and 2013, respectively, and 202,422 and 142,181 for the six months ended June 30, 2014, and 2013, respectively, as their effect would have been antidilutive.

 

11. Estimated Fair Value of Financial Instruments

 

Authoritative guidance issued by FASB establishes a hierarchy of valuation techniques based on the observability of inputs utilized in measuring assets and liabilities at fair values. This hierarchy establishes market-based or observable inputs as the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the hierarchy under the authoritative guidance are as follows:

 

Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the assessment date.

 

Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

 

Level 3 — Unobservable inputs for the asset or liability.

 

Our financial instruments consist of cash and cash equivalents, restricted cash, accounts and other receivables, the interest rate swap, the revolving credit facility, the senior unsecured term loan, interest payable and accounts payable. The carrying values of cash and cash equivalents, restricted cash, accounts and other receivables, interest payable and accounts payable approximate fair values due to the short-term nature of these financial instruments. The interest rate swap is carried at fair value.

 

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The Company has determined that the majority of the inputs used to value its derivative fall within Level 2 of the fair value hierarchy; however, the credit valuation adjustments associated with its derivative utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Operating Partnership and its counterparties. As of June 30, 2014, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustment is not significant to the overall valuation of its derivative portfolios. As a result, the Company classifies its derivative valuations in Level 2 of the fair value hierarchy.

 

The total balance of our revolving credit facility and senior unsecured term loan was $276.8 million as of June 30, 2014, with a fair value that approximated book value, based on Level 3 inputs from the fair value hierarchy. Under the discounted cash flow method, the fair values are based on the Company’s assumptions of market interest rates and terms available incorporating the Company’s credit risk.

 

12. Commitments and Contingencies

 

Our properties require periodic investments of capital for general capital improvements and for tenant-related capital expenditures. We enter into various construction and equipment contracts with third parties for the development of our properties. In addition, we enter into contracts for company-wide improvements that are ancillary to revenue generation. At June 30, 2014, we had open commitments related to these contracts of approximately $30.0 million.

 

Additionally, we have commitments related to telecommunications capacity used to connect data centers located within the same market or geographical area and power usage. At June 30, 2014, we had open commitments related to these contracts of approximately $10.2 million.

 

As part of our 2012 acquisition of Comfluent, a Denver, Colorado based data center operator, the former Comfluent owner was employed by us and will be paid leasing commissions based upon successfully renewing and increasing revenues from the customer base that existed at the date of acquisition. We currently estimate that this amount will be $8.9 million. Leasing commissions are accrued within the consolidated financial statements as lease terms for the former Comfluent customers are extended beyond January 2015. We currently have $5.6 million accrued as a leasing commission related to those customers that have been renewed as of June 30, 2014.

 

From time to time, we are party to a variety of legal proceedings arising in the ordinary course of business. We believe that, with respect to any such matter to which we currently are a party, the ultimate disposition of any such matter will not result in a material adverse effect on our business, financial condition, cash flows or results of operations.

 

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ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward-Looking Statements

 

This Quarterly Report on Form 10-Q (this “Quarterly Report”), together with other statements and information publicly disseminated by our company, contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”), namely Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the PSLRA and include this statement for purposes of complying with these safe harbor provisions.

 

In particular, statements pertaining to our capital resources, portfolio performance, business strategies and results of operations contain forward-looking statements. You can identify forward-looking statements by the use of forward-looking terminology such as “believes,”  “expects” “may,” “will,” should,” “seeks,” “intends,” “plans,” “pro forma” or “anticipates” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions. Such statements are subject to risks, uncertainties and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties and factors that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. 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: (i) the geographic concentration of our data centers in certain markets and any adverse developments in local economic conditions or the demand for data center space in these markets; (ii) fluctuations in interest rates and increased operating costs; (iii) difficulties in identifying properties to acquire and completing acquisitions; (iv) the significant competition in our industry and an inability to lease vacant space, renew existing leases or release space as leases expire; (v) lack of sufficient customer demand to realize expected returns on our investments to expand our property portfolio; (vi) decreased revenue from costs and disruptions associated with any failure of our physical infrastructure or services; (vii) our ability to lease available space to existing or new customers; (viii) our failure to obtain necessary outside financing; (ix) our failure to qualify or maintain our status as a REIT; (x) financial market fluctuations; (xi) changes in real estate and zoning laws and increases in real property tax rates; (xii) delays or disruptions in third-party network connectivity; (xiii) service failures or price increases by third party power suppliers; (xiv) inability to renew net leases on the data center properties we lease; and (xv) other factors affecting the real estate industry generally.

 

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, of 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 other sections of this Quarterly Report. Additional information concerning these and other risks and uncertainties is contained in our other periodic filings with the United States Securities and Exchange Commission, or SEC, pursuant to the Exchange Act. We discussed a number of material risks in Item 1A. “Risk Factor” of our Annual Report on Form 10-K for the year ended December 31, 2013. Those risks continue to be relevant to our performance and financial condition. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

 

Overview

 

Unless the context requires otherwise, references in this Quarterly Report to we,” “our,” “us and our company refer to CoreSite Realty Corporation, a Maryland corporation, together with our consolidated subsidiaries, including CoreSite, L.P., a Delaware limited partnership of which we are the sole general partner and which we refer to in this Quarterly Report as our Operating Partnership.”

 

We deliver secure and reliable data center solutions across eight key North American markets. We connect, protect and deliver a reliable performance environment and continued operation of mission-critical data and information technology infrastructure for more than 800 of the world’s leading enterprise and Internet, private networking, mobility, and cloud service providers. Across 16 high-performance data centers, we support the operation and growth of our customers’ businesses by providing products and services aimed toward helping them establish connections with networks, cloud-service providers, and other technology-services providers, operate performance-sensitive applications, and secure their mission-critical information and communications technology equipment.

 

We are engaged in the business of ownership, acquisition, construction and management of strategically located data centers in some of the largest and fastest growing data center markets in the United States, including the New York, Northern Virginia and San Francisco Bay areas, Los Angeles, Chicago, Boston, Miami and Denver.

 

Our Portfolio

 

As of June 30, 2014, our property portfolio included 16 operating data center facilities and multiple development projects which collectively comprise over 2.7 million net rentable square feet of space (“NRSF”), of which approximately 1.5 million NRSF is existing data center space, including pre-stabilized NRSF. Pre-stabilized NRSF includes projects and facilities that have been recently developed and are in the initial lease-up phase until they become stabilized operating NRSF, defined as 85% occupied or have been in service for 24 months. The development

 

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projects include land and space available for development and construction of new facilities in the San Francisco Bay, Northern Virginia and New York areas. Our stabilized operating portfolio includes approximately 257,000 NRSF of space readily available for lease, of which 193,000 NRSF is available for lease as data center space. Including the space currently under construction at June 30, 2014, undeveloped space and land targeted for future development, we own land and buildings sufficient to develop approximately 0.9 million NRSF of data center space. We expect that this development potential plus any potential expansion into new markets will enable us to accommodate existing and future customer demand and position us to continue to increase our operating cash flows. We intend to pursue development projects and expansion into new markets when we believe those opportunities support the additional supply in those markets. The following table provides an overview of our properties as of June 30, 2014:

 

 

 

Stabilized Operating NRSF

 

 

 

 

 

 

 

 

 

 

 

Data Center(1)

 

Office and Light-
Industrial
(2)

 

Total

 

Pre-Stabilized
NRSF
(5)

 

Development
NRSF
(6)

 

Total

 

Market/Facilities

 

Annualized
Rent ($000)
(3)

 

Total

 

Percent
Occupied
(4)

 

Total

 

Percent
Occupied
(4)

 

Total

 

Percent
Occupied
(4)

 

Total

 

Total

 

Portfolio
NRSF

 

Los Angeles

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One Wilshire Campus

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LA1*

 

$

24,469

 

149,405

 

77.4

%

4,373

 

82.8

%

153,778

 

77.6

%

 

 

153,778

 

LA2

 

15,284

 

159,617

 

84.8

 

7,029

 

70.8

 

166,646

 

84.2

 

65,296

 

199,978

 

431,920

 

Los Angeles Total

 

39,753

 

309,022

 

81.2

 

11,402

 

75.4

 

320,424

 

81.0

 

65,296

 

199,978

 

585,698

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

San Francisco Bay

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SV1

 

11,296

 

84,045

 

84.0

 

206,255

 

84.5

 

290,300

 

84.4

 

 

 

290,300

 

SV2

 

7,060

 

76,676

 

78.3

 

 

 

76,676

 

78.3

 

 

 

76,676

 

Santa Clara Campus

 

24,251

 

220,676

 

94.9

 

71,308

 

91.7

 

291,984

 

94.1

 

31,497

 

173,240

 

496,721

 

San Francisco Bay Total

 

42,607

 

381,397

 

89.2

 

277,563

 

86.4

 

658,960

 

88.0

 

31,497

 

173,240

 

863,697

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Northern Virginia

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

VA1

 

23,572

 

201,719

 

79.2

 

61,050

 

79.2

 

262,769

 

79.2

 

 

 

262,769

 

VA2

 

 

 

 

 

 

 

 

 

198,000

 

198,000

 

DC1*

 

2,846

 

22,137

 

87.6

 

 

 

22,137

 

87.6

 

 

 

22,137

 

Northern Virginia Total

 

26,418

 

223,856

 

80.0

 

61,050

 

79.2

 

284,906

 

79.8

 

 

198,000

 

482,906

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Boston

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BO1

 

13,735

 

166,026

 

95.0

 

19,495

 

62.4

 

185,521

 

91.5

 

 

87,650

 

273,171

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chicago

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CH1

 

11,492

 

158,167

 

86.9

 

4,946

 

65.8

 

163,113

 

86.3

 

20,240

 

 

183,353

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New York

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NY1*

 

5,360

 

48,404

 

73.1

 

209

 

100.0

 

48,613

 

73.3

 

 

 

48,613

 

NY2

 

 

 

 

 

 

 

 

52,692

 

202,367

 

255,059

 

New York Total

 

5,360

 

48,404

 

73.1

 

209

 

100.0

 

48,613

 

73.3

 

52,692

 

202,367

 

303,672

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Miami

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MI1

 

1,765

 

30,176

 

79.8

 

1,934

 

38.6

 

32,110

 

77.3

 

 

13,154

 

45,264

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denver

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DE1*

 

704

 

4,144

 

100.0

 

 

 

4,144

 

100.0

 

 

 

4,144

 

DE2*

 

178

 

5,140

 

77.9

 

 

 

5,140

 

77.9

 

 

 

5,140

 

Denver Total

 

882

 

9,284

 

87.8

 

 

 

9,284

 

87.8

 

 

 

9,284

 

Total Facilities

 

$

142,012

 

1,326,332

 

85.4

%

376,599

 

83.1

%

1,702,931

 

84.9

%

169,725

 

874,389

 

2,747,045

 

 


* Indicates properties in which we hold a leasehold interest.

 

(1)    Represents the NRSF at each operating facility that is currently occupied or readily available for lease as data center space. Both occupied and available data center NRSF includes a factor to account for a customer’s proportionate share of the required data center support space (such as the mechanical, telecommunications and utility rooms) and building common areas, which may be updated on a periodic basis to reflect the most current build-out of our properties. During the second quarter of 2014, certain facility factors were adjusted resulting in a 1.4% increase to our data center occupancy.

 

(2)    Represents the NRSF at each operating facility that is currently occupied or readily available for lease as space other than data center space, which is typically space offered for office or light industrial uses.

 

(3)    Represents the monthly contractual rent on stabilized operating NRSF under existing commenced customer leases as of June 30, 2014, multiplied by 12. This amount reflects total annualized base rent before any one-time or non-recurring rent abatements and excludes power revenue, interconnection revenue and operating expense reimbursement. On a gross basis, our annualized rent was approximately $147.0 million as of June 30, 2014, which reflects the addition of $5.0 million in operating expense reimbursements to contractual net rent under modified gross and triple-net leases.

 

(4)    Includes customer leases that have commenced and are occupied as of June 30, 2014. The percent occupied is determined based on leased square feet as a proportion of total operating NRSF.  The percent occupied for data center space, office and light industrial space, and space in total would have been 87.1%, 83.3%, and 86.2%, respectively, if all leases signed in current and prior periods had commenced.

 

(5)    Represents pre-stabilized NRSF of projects/facilities which recently have been developed and are in the initial lease-up phase. Pre-stabilized projects/facilities become stabilized operating properties at the earlier of achievement of 85% occupancy or 24 months after development completion. Annualized rent and NRSF percent occupied for pre-stabilized NRSF is $5.3 million and 25.4%, respectively, as of June 30, 2014.

 

(6)    Represents vacant space and entitled land in our portfolio that requires significant capital investment in order to develop into data center facilities as of June 30, 2014. Includes NRSF under construction for which substantial activities are ongoing to prepare the property for its intended use following development. In addition to the amounts above, we may develop an additional 138,000 NRSF at the Santa Clara Campus and 100,000 NRSF at NY2 upon our receipt of the necessary entitlements.

 

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The following table shows the June 30, 2014, operating statistics for space within each data center facility that was leased or available to be leased as of December 31, 2012, and excludes space for which development was completed and became available to be leased after December 31, 2012. The Company tracks same store space leased or available to be leased at the computer room level within each data center facility. For comparison purposes, the operating activity totals as of December 31, 2013, and 2012, for this space are provided at the bottom of this table.

 

 

 

Same Store Property Portfolio (in NRSF)

 

 

 

 

 

Data Center

 

Office and Light-
Industrial

 

Total

 

Market/Facilities

 

Annualized
Rent ($000)(1)

 

Total

 

Percent
Occupied(2)

 

Total

 

Percent
Occupied(2)

 

Total

 

Percent
Occupied(2)

 

Los Angeles

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One Wilshire Campus

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LA1*

 

$

24,469

 

149,405

 

77.4

%

4,373

 

82.8

%

153,778

 

77.6

%

LA2

 

15,284

 

159,617

 

84.8

 

5,147

 

96.7

 

164,764

 

85.1

 

Los Angeles Total

 

39,753

 

309,022

 

81.2

 

9,520

 

90.3

 

318,542

 

81.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

San Francisco Bay

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SV1

 

11,296

 

84,045

 

84.0

 

206,255

 

84.5

 

290,300

 

84.4

 

SV2

 

7,060

 

76,676

 

78.3

 

 

 

76,676

 

78.3

 

Santa Clara Campus

 

21,314

 

118,955

 

90.6

 

71,308

 

91.7

 

190,263

 

91.0

 

San Francisco Bay Total

 

39,670

 

279,676

 

85.2

 

277,563

 

86.4

 

557,239

 

85.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Northern Virginia

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

VA1

 

23,572

 

201,719

 

79.2

 

61,050

 

79.2

 

262,769

 

79.2

 

DC1*

 

2,846

 

22,137

 

87.6

 

 

 

22,137

 

87.6

 

Northern Virginia Total

 

26,418

 

223,856

 

80.0

 

61,050

 

79.2

 

284,906

 

79.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Boston

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BO1

 

11,354

 

148,795

 

94.4

 

13,063

 

43.9

 

161,858

 

90.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chicago

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CH1

 

11,492

 

158,167

 

86.9

 

4,946

 

65.8

 

163,113

 

86.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New York

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NY1*

 

5,348

 

48,404

 

73.1

 

 

 

48,404

 

73.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Miami

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MI1

 

1,765

 

30,176

 

79.8

 

1,934

 

38.6

 

32,110

 

77.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denver

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DE1*

 

 

704

 

4,144

 

100.0

 

 

 

4,144

 

100.0

 

DE2*

 

178

 

5,140

 

77.9

 

 

 

5,140

 

77.9

 

Denver Total

 

882

 

9,284

 

87.8

 

 

 

9,284

 

87.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Facilities at June 30, 2014(3)

 

$

136,682

 

1,207,380

 

84.0

%

368,076

 

83.3

%

1,575,456

 

83.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Facilities at December 31, 2013

 

$

129,959

 

 

 

79.9

%

 

 

79.3

%

 

 

79.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Facilities at December 31, 2012

 

$

120,165

 

 

 

77.0

%

 

 

79.1

%

 

 

77.5

%

 


* Indicates properties in which we hold a leasehold interest.

 

(1) Represents the monthly contractual rent under existing commenced customer leases as of each respective period, multiplied by 12. This amount reflects total annualized base rent before any one-time or non-recurring rent abatements and excludes power revenue, interconnection revenue and operating expense reimbursement.

 

(2) Includes customer leases that have commenced and are occupied as of each respective period. The percent occupied is determined based on leased square feet as a proportion of total operating NRSF.

 

(3) The percent occupied for data center space, office and light industrial space, and space in total would have been 85.8%, 83.4%, 85.2% respectively, if all leases signed in current and prior periods had commenced.

 

Same store annualized rent increased to $136.7 million at June 30, 2014, compared to $130.0 million at December 31, 2013. The $6.7 million annualized rent increase is due primarily to a 3.3% increase in occupancy at VA1 resulting in a $1.8 million increase to annualized rent and a 11.5% increase in occupancy at SV4 resulting in a $1.0 million increase to annualized rent during the period of time from December 31, 2013, to June 30, 2014.

 

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Table of Contents

 

Development space is unoccupied space or entitled land that requires significant capital investment in order to develop data center facilities that are ready for use. The following table summarizes the NRSF under construction and NRSF held for development throughout our portfolio as of June 30, 2014:

 

 

 

Development Opportunities (in NRSF)

 

Facilities

 

Under
Construction(1)

 

Held for
Development(2)

 

Total

 

Los Angeles

 

 

 

 

 

 

 

One Wilshire Campus

 

 

 

 

 

 

 

LA2

 

 

199,978

 

199,978

 

San Francisco Bay

 

 

 

 

 

 

 

Santa Clara Campus(3)

 

 

173,240

 

173,240

 

Northern Virginia

 

 

 

 

 

 

 

VA2

 

50,000

 

148,000

 

198,000

 

Boston

 

 

 

 

 

 

 

BO1

 

 

87,650

 

87,650

 

New York

 

 

 

 

 

 

 

NY2(4)

 

 

202,367

 

202,367

 

Miami

 

 

 

 

 

 

 

MI1

 

 

13,154

 

13,154

 

Total Facilities

 

50,000

 

824,389

 

874,389

 

 


(1)         Reflects NRSF at a facility for which the initiation of substantial development activities to prepare the property for its intended use has commenced prior to June 30, 2014.

 

(2)         Reflects NRSF held for development at a facility which will require substantial development activities to prepare the property for its intended use. NRSF held for development is management’s estimate based on engineering drawings and required support space and is subject to change based on final demising of the space.

 

(3)         We may develop up to 382,240 NRSF at this campus. This includes 173,240 NRSF, set forth in the table above that has been entitled. Incremental to this 173,240 NRSF, we have approximately 71,000 NRSF of office and light industrial space, which we may develop into data center space, and an additional 138,000 NRSF, which we may develop into data center space upon our receipt of the necessary entitlements.

 

(4)         We may develop up to 302,367 NRSF at NY2.  This includes the undeveloped existing shell building of 202,367 NRSF, set forth in the table above, and an additional 100,000 NRSF of data center space that we may develop upon our receipt of the necessary entitlements.

 

Capital Expenditures

 

The following table sets forth information regarding capital expenditures during the six months ended June 30, 2014 (in thousands):

 

 

 

Six Months Ended
June 30, 2014

 

Data center expansion

 

$

50,999

 

Non-recurring investments

 

8,385

 

Tenant improvements

 

2,787

 

Recurring capital expenditures

 

3,050

 

Total capital expenditures

 

$

65,221

 

 

During the six months ended June 30, 2014, we incurred approximately $65.2 million of capital expenditures, of which approximately $51.0 million related to data center expansion activities, including new data center construction, the development of capacity within existing data centers and other revenue generating investments.

 

During the six months ended June 30, 2014, we incurred approximately $32.2 million of data center expansion capital expenditures on VA2, a 50,000 NRSF data center under development and $5.1 million of capital expenditures to complete the development of two computer rooms at NY2, which increased pre-stabilized data center space by 34,589 NRSF. During the six months ended June 30, 2014, we also incurred an additional $13.7 million of capital expenditures to add capacity in new computer rooms at BO1, LA1, LA2, the Santa Clara campus and other properties.

 

During the six months ended June 30, 2014, we incurred approximately $8.4 million in non-recurring investments of which $4.6 million is a result of internal IT system development and the remaining $3.8 million is a result of other non-recurring investments, such as remodel or upgrade projects and corporate office leasehold improvements.

 

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Table of Contents

 

During the six months ended June 30, 2014, we incurred approximately $2.8 million in tenant improvements, of which $1.0 million relates to an office lease at our SV1 property.

 

During the six months ended June 30, 2014, we incurred approximately $3.1 million of recurring capital expenditures within our portfolio for required equipment upgrades, which have a future economic benefit.

 

Factors that May Influence our Results of Operations

 

A complete discussion of factors that may influence our results of operations can be found in our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on February 14, 2014, which is accessible on the SEC’s website at www.sec.gov.

 

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. In addition to approximately 257,000 NRSF of available space in our portfolio, which excludes pre-stabilized leasable space, data center leases representing approximately 8.0% and 11.4% of the NRSF in our stabilized operating portfolio with annualized rental rates at lease expiration of $143 per NRSF and $176 per NRSF are scheduled to expire during the remainder of 2014 and the year ending December 31, 2015, respectively.

 

The amount of revenue generated by the properties in our portfolio depends on several factors, including our ability to maintain or improve the occupancy rates of currently leased space and to lease currently available and pre-stabilized space. Excluding pre-stabilized properties and space held for development, as of June 30, 2014, the occupancy rate of the stabilized data center properties in our portfolio was 85.4% of our net rentable square feet compared to 80.5% as of June 30, 2013. During the three months ended June 30, 2014, new and expansion leases totaling approximately 61,000 NRSF commenced. The following table summarizes our leasing activity during the six months ended June 30, 2014:

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

Three Months

 

Number of

 

Leased

 

Rental

 

Rent

 

 

 

Ended

 

Leases(1)

 

NRSF(2)

 

Rates(3)

 

Growth(4)

 

New/expansion leases commenced

 

June 30, 2014

 

126

 

60,587

 

$

135

 

 

 

 

 

March 31, 2014

 

119

 

28,125

 

134

 

 

 

New/expansion leases signed

 

June 30, 2014

 

121

 

58,909

 

159

 

 

 

 

 

March 31, 2014

 

131

 

39,783

 

129

 

 

 

Renewal leases commenced

 

June 30, 2014

 

77

 

41,890

 

167

 

8.1

%

 

 

March 31, 2014

 

74

 

22,291

 

159

 

9.4

%

 


(1)         Number of leases represents each agreement with a customer; a lease agreement could include multiple spaces and a customer could have multiple leases.

 

(2)         Total leased NRSF is determined based on contractually leased square feet for leases that have been signed or commenced on or before June 30, 2014. We calculate occupancy based on factors in addition to contractually leased square feet, including required data center support space (such as the mechanical, telecommunications and utility rooms) and building common areas.

 

(3)         Rental rates represent annual contractual rent per square foot adjusted for straight-line rents in accordance with GAAP.

 

(4)         Rent growth represents the increase in rental rates on renewed leases commencing during the period, as compared with the previous rental rates for the same space.

 

Results of Operations

 

Three Months Ended June 30, 2014, Compared to the Three Months Ended June 30, 2013

 

The discussion below relates to our financial condition and results of operations for the three months ended June 30, 2014, and 2013. A summary of our operating results for the three months ended June 30, 2014, and 2013, is as follows (in thousands):

 

 

 

Three Months Ended June 30,

 

 

 

 

 

 

 

2014

 

2013

 

$ Change

 

% Change

 

Operating revenue

 

$

65,682

 

$

57,667

 

$

8,015

 

13.9

%

Operating expense

 

53,653

 

48,801

 

4,852

 

9.9

%

Operating income

 

12,029

 

8,866

 

3,163

 

35.7

%

Interest expense

 

1,415

 

783

 

632

 

80.7

%

Net income

 

10,638

 

7,879

 

2,759

 

35.0

%

 

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Table of Contents

 

Operating Revenue

 

Operating revenues during the three months ended June 30, 2014, and 2013, were as follows (in thousands):

 

 

 

Three Months Ended June 30,

 

 

 

 

 

 

 

2014

 

2013

 

$ Change

 

% Change

 

Data center revenue:

 

 

 

 

 

 

 

 

 

Rental revenue

 

$

36,938

 

$

32,355

 

$

4,583

 

14.2

%

Power revenue

 

16,575

 

14,486

 

2,089

 

14.4

%

Interconnection revenue

 

8,591

 

7,053

 

1,538

 

21.8

%

Tenant reimbursement and other

 

1,627

 

1,770

 

(143

)

-8.1

%

Office, light industrial and other revenue

 

1,951

 

2,003

 

(52

)

-2.6

%

Total operating revenues

 

$

65,682

 

$

57,667

 

$

8,015

 

13.9

%

 

The increase in operating revenues was due primarily to a $4.6 million increase in data center rental revenue during the three months ended June 30, 2014, compared to the 2013 period. The increase in data center rental revenue is due primarily to the commencement of 242,000 NRSF of new and expansion leases during the twelve months ended June 30, 2014, resulting in an increase in stabilized operating occupancy percentage from 80.5% as of June 30, 2013, to 85.4% as of June 30, 2014. Commenced leases that contributed to the increase in rental revenue include a 101,721 NRSF built-to-suit lease at SV5, which commenced in November 2013, a 7,711 NRSF lease at SV4, which commenced in September 2013, a 5,694 NRSF lease at CH1, which commenced in April 2014, and a 12,600 NRSF lease at SV3, which commenced in May 2014. These four leases increased data center rental revenue by $1.9 million, which represents 41% of the total increase in data center rental revenue. The increase was partially offset by expiring leases that were not renewed, which resulted in a data center rental revenue churn rate of 7.6% during the twelve months ended June 30, 2014.

 

Power revenue increased $2.1 million during the three months ended June 30, 2014, compared to the 2013 period, as a result of new and expansion leases entered into and the overall increase in occupied NRSF and data center rental revenue. In addition, interconnection revenue increased $1.5 million due primarily to an increase in the volume of cross connects from new and existing customers during the three months ended June 30, 2014, compared to the 2013 period.

 

Operating Expenses

 

Operating expenses during the three months ended June 30, 2014, and 2013, were as follows (in thousands):

 

 

 

Three Months Ended June 30,

 

 

 

 

 

 

 

2014

 

2013

 

$ Change

 

% Change

 

Property operating and maintenance

 

$

18,534

 

$

15,118

 

$

3,416

 

22.6

%

Real estate taxes and insurance

 

(980

)

2,304

 

(3,284

)

-142.5

%

Depreciation and amortization

 

19,504

 

16,261

 

3,243

 

19.9

%

Sales and marketing

 

3,747

 

3,936

 

(189

)

-4.8

%

General and adminstrative

 

6,732

 

6,177

 

555

 

9.0

%

Rent

 

5,070

 

4,756

 

314

 

6.6

%

Impairment of internal-use software

 

1,037

 

 

1,037

 

 

Transaction costs

 

9

 

249

 

(240

)

-96.4

%

Total operating expenses

 

$

53,653

 

$

48,801

 

$

4,852

 

9.9

%

 

Property operating and maintenance expense increased $3.4 million as a result of an increase in payroll and benefits expense due to an increase in facilities personnel headcount associated with data center expansion. In addition, power expense increased due to an overall increase in occupancy and customer power draw as a result of the commencement of 242,000 NRSF of new and expansion leases during the twelve months ended June 30, 2014.

 

Real estate taxes and insurance decreased $3.3 million during the three months ended June 30, 2014, compared to the 2013 period, as a result of a true-up of accrued real estate tax liabilities associated with estimated amounts from 2010 due to the change in ownership of our acquired properties at IPO. The final tax assessments for two properties acquired at IPO became known in the second quarter 2014 and, therefore, the estimated real estate tax liabilities were reconciled to the actual tax liabilities, resulting in a $3.7 million reduction in the expense. This decrease was partially offset by an increase in real estate taxes and insurance due to the completion of newly developed data centers, including NY2 and SV5, and an increase in the insured values of these properties.

 

Depreciation and amortization expense increased $3.2 million as a result of the placement into service of approximately 185,000 NRSF of new operating and pre-stabilized space since June 30, 2013. During the three months ended June 30, 2014, we revised the remaining useful life of certain internal-use software with a $2.5 million net book value from six years to one year. We expect to record additional $0.5 million of amortization per quarter from July 1, 2014, through June 30, 2015.

 

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Table of Contents

 

During the three months ended June 30, 2014, we recognized a $1.0 million impairment charge as a result of internal-use software previously under development that was discontinued during the period and will no longer be placed into service.

 

Interest Expense

 

The increase in interest expense was primarily a result of additional outstanding debt of $276.8 million as of June 30, 2014, compared to $132.0 million as of June 30, 2013, and less development projects during the six months ended June 30, 2014, compared to the 2013 period, leading to lower capitalized interest as a percentage of overall costs. A summary of interest expense for the three months ended June 30, 2014, and 2013, is as follows (in thousands):

 

 

 

Three Months Ended June 30,

 

 

 

 

 

 

 

2014

 

2013

 

$ Change

 

% Change

 

Interest expense and fees

 

$

1,997

 

$

1,296

 

$

701

 

54.1

%

Amortization of deferred financing costs

 

449

 

427

 

22

 

5.2

%

Capitalized interest

 

(1,031

)

(940

)

(91

)

9.7

%

Total interest expense

 

1,415

 

783

 

632

 

80.7

%

Percent capitalized

 

42.2

%

54.6

%

 

 

 

 

 

Six Months Ended June 30, 2014, Compared to the Six Months Ended June 30, 2013

 

The discussion below relates to our financial condition and results of operations for the six months ended June 30, 2014, and 2013. A summary of our operating results for the six months ended June 30, 2014, and 2013, is as follows (in thousands):

 

 

 

Six Months Ended June 30,

 

 

 

 

 

 

 

2014

 

2013

 

$ Change

 

% Change

 

Operating revenue

 

$

129,413

 

$

112,758

 

$

16,655

 

14.8

%

Operating expense

 

108,075

 

97,087

 

10,988

 

11.3

%

Operating income

 

21,338

 

15,671

 

5,667

 

36.2

%

Interest expense

 

2,588

 

1,222

 

1,366

 

111.8

%

Net income

 

18,756

 

14,074

 

4,682

 

33.3

%

 

Operating Revenue

 

Operating revenues during the six months ended June 30, 2014, and 2013, were as follows (in thousands):

 

 

 

Six Months Ended June 30,

 

 

 

 

 

 

 

2014

 

2013

 

$ Change

 

% Change

 

Data center revenue:

 

 

 

 

 

 

 

 

 

Rental revenue

 

$

71,837

 

$

63,664

 

$

8,173

 

12.8

%

Power revenue

 

32,577

 

28,015

 

4,562

 

16.3

%

Interconnection revenue

 

16,650

 

13,625

 

3,025

 

22.2

%

Tenant reimbursement and other

 

4,383

 

3,559

 

824

 

23.2

%

Office, light industrial and other revenue

 

3,966

 

3,895

 

71

 

1.8

%

Total operating revenues

 

$

129,413

 

$

112,758

 

$

16,655

 

14.8

%

 

The increase in operating revenues was due primarily to a $8.2 million increase in data center rental revenue during the six months ended June 30, 2014, compared to the 2013 period. The increase in data center rental revenue is due primarily to the commencement of 285,000 NRSF of new and expansion leases during the fifteen months ended June 30, 2014. Commenced leases that contributed to the increase in rental revenue include a 101,721 NRSF built-to-suit lease at SV5, which commenced in November 2013, a 7,711 NRSF lease at SV4, which commenced in September 2013, a 23,663 NRSF lease at BO1, which commenced in April 2013, a 5,694 NRSF lease at CH1, which commenced in April 2014, and a 12,600 NRSF lease at SV3, which commenced in May 2014. These five leases increased data center rental revenue by $3.9 million, which represents 48% of the total increase in data center rental revenue. The increase was partially offset by expiring leases that were not renewed, which resulted in a data center rental revenue churn rate of 7.6% during the twelve months ended June 30, 2014.

 

Power revenue increased $4.6 million during the six months ended June 30, 2014, compared to the 2013 period, as a result of the new and expansion leases entered into and the overall increase in occupied NRSF and data center rental revenue. In addition, interconnection revenue increased $3.0 million due primarily to an increase in the volume of cross connects from new and existing customers during the six months ended June 30, 2014, compared to the 2013 period.

 

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Table of Contents

 

Operating Expenses

 

Operating expenses during the six months ended June 30, 2014, and 2013, were as follows (in thousands):

 

 

 

Six Months Ended June 30,

 

 

 

 

 

 

 

2014

 

2013

 

$ Change

 

% Change

 

Property operating and maintenance

 

$

34,823

 

$

29,645

 

$

5,178

 

17.5

%

Real estate taxes and insurance

 

1,986

 

4,524

 

(2,538

)

-56.1

%

Depreciation and amortization

 

37,386

 

32,210

 

5,176

 

16.1

%

Sales and marketing

 

7,335

 

7,725

 

(390

)

-5.0

%

General and adminstrative

 

14,437

 

13,180

 

1,257

 

9.5

%

Rent

 

10,136

 

9,549

 

587

 

6.1

%

Impairment of internal-use software

 

1,959

 

 

1,959

 

 

Transaction costs

 

13

 

254

 

(241

)

-94.9

%

Total operating expenses

 

$

108,075

 

$

97,087

 

$

10,988

 

11.3

%

 

Property operating and maintenance expense increased $5.2 million as a result of an increase in payroll and benefits expense due to an increase in facilities and operations personnel headcount associated with data center expansion. In addition, power expense increased due to the overall increase in occupancy from 80.5% as of June 30, 2013, to 85.4% as of June 30, 2014, and increase in customer power draw as a result of the commencement of 285,000 NRSF of new and expansion leases during the fifteen months ended June 30, 2014.

 

Real estate taxes and insurance decreased $2.5 million during the six months ended June 30, 2014, compared to the 2013 period, as a result of a true-up of accrued real estate tax liabilities associated with estimated amounts from 2010 due to the change in ownership of our acquired properties at IPO. The final tax assessments for two properties acquired at IPO became known in the second quarter 2014 and, therefore, the estimated real estate tax accruals were reconciled to the actual tax liabilities, resulting in a $3.7 million reduction in the expense. This decrease was partially offset by an increase in real estate taxes and insurance due to the completion of newly developed data centers, including NY2 and SV5, and an increase in the insured values of these properties.

 

Depreciation and amortization expense increased $5.2 million as a result of the placement into service of approximately 185,000 NRSF of new operating and pre-stabilized space since June 30, 2013.

 

General and administrative expense increased $1.3 million during the six months ended June 30, 2014, compared to the 2013 period. The increase was primarily a result of $0.7 million of additional internal-use software project planning costs, which are expensed as incurred, during the six month period ended June 30, 2014, compared to the 2013 period. In addition, we incurred an additional bad debt expense of $0.4 million during the six months ended June 30, 2014, compared to the 2013 period.

 

During the six months ended June 30, 2014, we recognized a $2.0 million impairment charge as a result of internal-use software previously under development that was discontinued during the period and will no longer be placed into service.

 

Interest Expense

 

The increase in interest expense was primarily a result of additional outstanding debt of $276.8 million as of June 30, 2014, compared to $132.0 million as of June 30, 2013, and less development projects during the six months ended June 30, 2014, compared to the 2013 period, leading to lower capitalized interest as a percentage of overall costs. A summary of interest expense for the six months ended June 30, 2014, and 2013, is as follows (in thousands):

 

 

 

Six Months Ended June 30,

 

 

 

 

 

 

 

2014

 

2013

 

$ Change

 

% Change

 

Interest expense and fees

 

$

3,759

 

$

2,257

 

$

1,502

 

66.5

%

Amortization of deferred financing costs

 

1,029

 

847

 

182

 

21.5

%

Capitalized interest

 

(2,200

)

(1,882

)

(318

)

16.9

%

Total interest expense

 

2,588

 

1,222

 

1,366

 

111.8

%

Percent capitalized

 

45.9

%

60.6

%

 

 

0.0

%

 

26



Table of Contents

 

Liquidity and Capital Resources

 

Discussion of Cash Flows

 

Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013

 

Net cash provided by operating activities was $54.5 million for the six months ended June 30, 2014, compared to $45.9 million for the six months ended June 30, 2013. The increase in cash provided by operating activities of $8.6 million was due primarily to the growth in data center rental, power and interconnection revenue from existing customers and completion and subsequent leasing of new data center space at several properties and an increase in prepaid rent, partially offset by an increase in operating expenses as a result of new and expansion leases that commenced and an increase of cash paid for interest.

 

Net cash used in investing activities decreased by $38.1 million to $55.4 million for the six months ended June 30, 2014, compared to $93.5 million for the six months ended June 30, 2013. This decrease was primarily a result of the acquisition of NY2 for $21.9 million and real estate improvements of $17.3 million primarily related to our SV5 property under construction during the six months ended June 30, 2013.

 

Net cash provided by financing activities was $6.7 million for the six months ended June 30, 2014, compared to $42.3 million for the six months ended June 30, 2013. The decrease in cash provided by financing activities of $35.6 million was primarily a result of $29.5 million less cash proceeds from debt instruments during the six months ended June 30, 2014, due to the financing of our acquisition of NY2 during the six months ended June 30, 2013. The decrease was partially offset by an increase of $9.1 million in dividends and distributions paid on our common stock and Operating Partnership units and dividends paid on preferred stock during the six months ended June 30, 2014.

 

Analysis of Liquidity and Capital Resources

 

We have an effective shelf registration statement that allows us to offer for sale unspecified various classes of equity and debt securities. As circumstances warrant, we may issue debt and/or equity securities from time to time on an opportunistic basis, dependent upon market conditions and available pricing.

 

Our short-term liquidity requirements primarily consist of funds needed for interest expense, operating costs including utilities, site maintenance costs, real estate and personal property taxes, insurance, rental expenses and selling, general and administrative expenses, certain capital expenditures, including for the development of data center space and future distributions to common and preferred stockholders and holders of our Common Operating Partnership units during the next twelve months. As of June 30, 2014, we had $11.1 million of cash and equivalents. Subject to our ability to obtain capital upon favorable terms, we estimate our anticipated development activity over the next twelve months will require approximately $115 million to $135 million of capital investment to expand our operating data center portfolio. Our anticipated development activity is comprised primarily of current projects under development and additional projects that may commence development in 2014 or the first half of 2015 depending on various market conditions.

 

We expect to meet our short-term liquidity requirements through net cash provided by operations and by incurring additional indebtedness, including drawing on our revolving credit facility or other debt instruments. The Credit Agreement for our revolving credit facility contains an accordion feature, which allows our Operating Partnership to increase the total commitment from $405.0 million to $500.0 million, under specified circumstances. The total amount available for borrowings under our revolving credit facility is subject to the lesser of the facility amount or the availability calculated on our unencumbered asset pool. As of June 30, 2014, $176.8 million of borrowings were outstanding and we have up to $220.9 million of borrowing capacity under our revolving credit facility.

 

In order to increase our liquidity requirements and access to capital and meet the needs of our development plans, our Operating Partnership and certain subsidiaries entered into a $100.0 million senior unsecured term loan on January 31, 2014. The senior unsecured term loan has a five-year term and contains an accordion feature, which allows our Operating Partnership to increase the total commitments by $100.0 million, to $200.0 million, under specified circumstances.

 

Our long-term liquidity requirements primarily consist of the costs to fund additional phases of our current projects under development, including the Santa Clara Campus, the One Wilshire Campus, VA2 and NY2, future development of other space in our portfolio not currently scheduled, property acquisitions, future distributions to common and preferred stockholders and holders of our Common Operating Partnership units, scheduled debt maturities and capital improvements. We expect to meet our long-term liquidity requirements through net cash provided by operations, after payment of dividends, and by incurring long-term indebtedness, such as drawing on our revolving credit facility or exercising our senior unsecured term loan accordion feature. We also may raise capital in the future through the issuance of additional equity or debt securities, subject to prevailing market conditions, and/or through the issuance of common Operating Partnership units. However, there is no assurance that we will be able to successfully raise additional capital on acceptable terms or at all.

 

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Indebtedness

 

A summary of outstanding indebtedness, including interest rates and debt maturities as of June 30, 2014, and December 31, 2013, is as follows (in thousands):

 

 

 

 

 

Maturity

 

June 30,

 

December 31,

 

 

 

Interest Rate

 

Date

 

2014

 

2013

 

Revolving credit facility

 

2.16% and 2.17% at June 30, 2014, and December 31, 2013, respectively

 

January 3, 2017

 

$

176,750

 

$

174,250

 

Senior unsecured term loan

 

3.23% at June 30, 2014

 

January 31, 2019

 

100,000

 

 

SV1 - Mortgage loan

 

Repaid on January 31, 2014, and 3.67% at December 31, 2013

 

N/A

 

 

58,250

 

Total principal outstanding

 

 

 

 

 

$

276,750

 

$

232,500

 

 

As of June 30, 2014, we were in compliance with the covenants under our revolving credit facility and senior unsecured term loan. For additional information with respect to our outstanding indebtedness as of June 30, 2014, and December 31, 2013, as well as the available credit under our existing revolving credit facility, debt covenant requirements, and future debt maturities, refer to Item 1. Financial Statements — Note 5 — Debt.

 

Funds From Operations

 

We consider funds from operations (“FFO”), a non-GAAP measure, to be a supplemental measure of our performance which should be considered along with, but not as an alternative to, net income and cash provided by operating activities as a measure of operating performance and liquidity. We calculate FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts (“NAREIT”). FFO represents net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of property and impairment write-downs of depreciable real estate, plus real estate related depreciation and amortization (excluding amortization of deferred financing costs) and after adjustments for unconsolidated partnerships and joint ventures. FFO attributable to common shares and units represents FFO less preferred stock dividends declared during the period.

 

Our management uses FFO as a supplemental performance measure because, in excluding real estate related depreciation and amortization and gains and losses from property dispositions, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs.

 

We offer this measure because we recognize that 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. FFO is a non-GAAP measure and should not be considered a measure of liquidity, an alternative to net income, cash provided by operating activities or any other performance measure determined in accordance with GAAP, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends or make distributions. In addition, our calculations of FFO are not necessarily comparable to FFO as calculated by other REITs that do not use the same definition or implementation guidelines or interpret the standards differently from us. Investors in our securities should not rely on these measures as a substitute for any GAAP measure, including net income. The following table is a reconciliation of our net income to FFO:

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

(in thousands)

 

2014

 

2013

 

2014

 

2013

 

Net income

 

$

10,638

 

$

7,879

 

$

18,756

 

$

14,074

 

Real estate depreciation and amortization

 

18,163

 

15,309

 

34,999

 

30,451

 

FFO

 

28,801

 

23,188

 

53,755

 

44,525

 

Preferred stock dividends

 

(2,085

)

(2,085

)

(4,169

)

(4,169

)

FFO attributable to common shares and units

 

$

26,716

 

$

21,103

 

$

49,586

 

$

40,356

 

 

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Table of Contents

 

Distribution Policy

 

In order to comply with the REIT requirements of the Code, we are generally required to make annual distributions to our stockholders of at least 90% of our taxable net income. Our common share distribution policy is to distribute a percentage of our cash flow that ensures that we will meet the distribution requirements of the Code and that allows us to maximize the cash retained to meet other cash needs, such as capital improvements and other investment activities.

 

We have made distributions every quarter since our IPO. During the three months ended June 30, 2014, we paid a dividend of $0.35 per common share and Operating Partnership Unit as of June 30, 2014. While we plan to continue to make quarterly distributions, no assurances can be made as to the frequency or amounts of any future distributions. The payment of common share distributions is dependent upon our financial condition, operating results and REIT distribution requirements and may be adjusted at the discretion of our Board of Directors during the year.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Market risk refers to the risk of loss from adverse changes in market prices and interest rates. The primary market risk to which we believe we are exposed is interest rate risk. Our future income, cash flows and fair values relevant to financial instruments are dependent upon prevalent market interest rates. Many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors that are beyond our control contribute to interest rate risk.

 

As of June 30, 2014, we had $276.8 million of consolidated indebtedness that bore variable interest based on one month LIBOR. As of June 30, 2014, we have an interest rate swap agreement in place to fix the interest rate on $100 million of our one month LIBOR variable rate debt. Our interest rate risk not covered by an interest rate swap agreements is $176.8 million of variable rate debt outstanding as of June 30, 2014.

 

We monitor our market interest rate risk exposures using a sensitivity analysis. Our sensitivity analysis estimates the exposure to market interest rate risk sensitive instruments assuming a hypothetical 1% change in interest rates. If interest rates were to increase or decrease by 1%, the corresponding increase or decrease, as applicable, in interest expense on our variable rate debt would increase or decrease, as applicable, future earnings and cash flows by approximately $1.8 million per year.

 

These analyses do not consider the effect of any change in overall economic activity that could impact interest rates. Further, in the event of an increase in interest rates of significant magnitude, we may take actions to further mitigate our exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, these analyses assume no changes in our financial structure.

 

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Table of Contents

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 

As of June 30, 2014, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, regarding the effectiveness of our disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2014.

 

Changes in Internal Control Over Financial Reporting

 

There has been no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended June 30, 2014, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

In the ordinary course of our business, we are subject to claims and administrative proceedings, none of which we believe are material or would be expected to have, individually or in the aggregate, a material adverse effect on our business, financial condition, cash flows or results of operations.

 

ITEM 1A. RISK FACTORS

 

There have been no material changes to the risk factors included in the section entitled “Risk Factors” beginning on page 17 of our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on February 14, 2014, which is accessible on the SEC’s website at www.sec.gov.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

SALES OF UNREGISTERED EQUITY SECURITIES

 

None.

 

REPURCHASES OF EQUITY SECURITIES

 

None.

 

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Table of Contents

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

 

Exhibit
Number

 

Description

3.1

 

Articles of Amendment and Restatement of CoreSite Realty Corporation.(1)

 

 

 

3.2

 

Articles Supplementary of CoreSite Realty Corporation — 7.25% Series A Cumulative Redeemable Preferred Stock. (2)

 

 

 

3.3

 

Bylaws of CoreSite Realty Corporation.(1)

 

 

 

4.1

 

Specimen certificate representing the Common Stock of CoreSite Realty Corporation.(3)

 

 

 

31.1

 

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

31.2

 

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.1

 

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.2

 

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

101.INS

 

XBRL Instance Document.

 

 

 

101.SCH

 

XBRL Taxonomy Extension Schema Document.

 

 

 

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document.

 

 

 

101.LAB

 

XBRL Taxonomy Extension Labels Linkbase Document.

 

 

 

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document.

 

 

 

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document.

 


(1)         Incorporated by reference to our Registration Statement (Amendment No. 7) on Form S-11 (Registration No. 333-166810) filed on September 22, 2010.

(2)         Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on December 18, 2012.

(3)         Incorporated by reference to our Post-Effective Amendment to our Registration Statement on Form S-11 (Registration No. 333-166810) filed on September 22, 2010.

 

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Table of Contents

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

CORESITE REALTY CORPORATION

 

 

 

 

Date: July 24, 2014

By:

/s/ Jeffrey S. Finnin

 

 

Jeffrey S. Finnin

 

 

Chief Financial Officer

 

 

(Principal Financial Officer)

 

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Table of Contents

 

Exhibit Index

 

Exhibit
Number

 

Description

3.1

 

Articles of Amendment and Restatement of CoreSite Realty Corporation.(1)

 

 

 

3.2

 

Articles Supplementary of CoreSite Realty Corporation — 7.25% Series A Cumulative Redeemable Preferred Stock. (2)

 

 

 

3.3

 

Bylaws of CoreSite Realty Corporation.(1)

 

 

 

4.1

 

Specimen certificate representing the Common Stock of CoreSite Realty Corporation.(3)

 

 

 

31.1

 

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

31.2

 

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.1

 

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.2

 

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

101.INS

 

XBRL Instance Document.

 

 

 

101.SCH

 

XBRL Taxonomy Extension Schema Document.

 

 

 

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document.

 

 

 

101.LAB

 

XBRL Taxonomy Extension Labels Linkbase Document.

 

 

 

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document.

 

 

 

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document.

 


(1)         Incorporated by reference to our Registration Statement (Amendment No. 7) on Form S-11 (Registration No. 333-166810) filed on September 22, 2010.

(2)         Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on December 18, 2012.

(3)         Incorporated by reference to our Post-Effective Amendment to our Registration Statement on Form S-11 (Registration No. 333-166810) filed on September 22, 2010.

 

33