FORM 10-Q
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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland (CyrusOne Inc.)
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46-0691837
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Maryland (CyrusOne LP)
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46-0982896
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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(Registrant’s telephone number, including area code)
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CyrusOne Inc.
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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CyrusOne LP
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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ý
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Smaller reporting company
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¨
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•
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enhancing investors' understanding of our Company and our operating partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
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•
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eliminating duplicative disclosure and providing a more streamlined and readable presentation since a substantial portion of the disclosure applies to both the Company and the operating partnership; and
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•
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creating time and cost efficiencies through the preparation of one combined report instead of two separate reports.
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Page
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PART I. FINANCIAL INFORMATION
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PART II. OTHER INFORMATION
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As of
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As of
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June 30, 2015
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December 31, 2014
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Assets
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Investment in real estate:
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Land
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$
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93.0
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$
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89.7
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Buildings and improvements
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824.2
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812.6
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Equipment
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423.4
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349.1
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Construction in progress
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125.8
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127.0
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Subtotal
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1,466.4
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1,378.4
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Accumulated depreciation
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(375.4
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)
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(327.0
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)
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Net investment in real estate
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1,091.0
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1,051.4
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Cash and cash equivalents
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413.5
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36.5
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Rent and other receivables, net of allowance for doubtful accounts of $1.1 and $1.0 as of June 30, 2015 and December 31, 2014, respectively
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56.3
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60.9
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Goodwill
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276.2
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276.2
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Intangible assets, net of accumulated amortization of $79.4 and $72.1 as of
June 30, 2015 and December 31, 2014, respectively
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61.6
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68.9
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Due from affiliates
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1.7
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0.8
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Other assets
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91.4
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91.8
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Total assets
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$
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1,991.7
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$
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1,586.5
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Liabilities and equity
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Accounts payable and accrued expenses
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$
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90.0
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$
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69.9
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Deferred revenue
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66.5
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65.7
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Due to affiliates
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174.9
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7.3
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Capital lease obligations
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12.1
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13.4
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Long-term debt
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729.8
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659.8
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Other financing arrangements
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52.8
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53.4
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Total liabilities
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1,126.1
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869.5
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Commitment and contingencies
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Equity
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Preferred stock, $.01 par value, 100,000,000 authorized; no shares issued or outstanding
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—
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—
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Common stock, $.01 par value, 500,000,000 shares authorized and 66,268,923 and
38,651,517 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively
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0.6
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0.4
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Additional paid in capital
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908.3
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516.5
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Accumulated deficit
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(98.9
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)
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(55.9
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)
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Accumulated other comprehensive loss
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(0.3
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)
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(0.3
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)
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Total shareholders’ equity
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809.7
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460.7
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Noncontrolling interest
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55.9
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256.3
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Total equity
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865.6
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717.0
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Total liabilities and equity
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$
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1,991.7
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$
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1,586.5
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Three Months Ended June 30, 2015
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Three Months Ended June 30, 2014
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Six Months Ended June 30, 2015
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Six Months Ended June 30, 2014
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Revenue
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$
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89.1
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$
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81.7
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$
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174.8
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$
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159.2
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Costs and expenses:
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Property operating expenses
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32.8
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31.8
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65.1
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59.5
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Sales and marketing
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2.8
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3.5
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5.7
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6.5
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General and administrative
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9.9
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8.4
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19.0
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15.7
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Depreciation and amortization
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31.4
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29.8
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62.5
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57.4
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Transaction costs
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9.6
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0.8
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9.7
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0.9
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Asset impairments
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—
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—
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8.6
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—
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Total costs and expenses
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86.5
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74.3
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170.6
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140.0
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Operating income
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2.6
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7.4
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4.2
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19.2
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Interest expense
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8.7
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10.7
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17.1
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21.4
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Net loss before income taxes
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(6.1
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)
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(3.3
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(12.9
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)
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(2.2
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)
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Income tax expense
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(0.4
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)
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(0.3
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(0.8
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)
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(0.7
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)
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Net loss
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(6.5
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)
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(3.6
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)
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(13.7
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)
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(2.9
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)
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Noncontrolling interest in net loss
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(1.0
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(2.5
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(3.9
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)
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(2.0
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)
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Net loss attributed to common shareholders
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$
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(5.5
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)
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$
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(1.1
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$
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(9.8
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)
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$
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(0.9
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)
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Basic weighted average common shares outstanding
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51.1
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21.7
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44.1
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21.3
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Diluted weighted average common shares outstanding
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51.1
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21.7
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44.1
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21.3
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Loss per share - basic and diluted
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$
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(0.11
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(0.06
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(0.23
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)
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(0.06
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Dividends declared per share
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$
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0.315
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$
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0.210
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$
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0.630
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$
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0.420
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Three Months Ended June 30, 2015
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Three Months Ended June 30, 2014
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Six Months Ended June 30, 2015
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Six Months Ended June 30, 2014
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Net loss
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$
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(6.5
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)
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$
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(3.6
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)
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$
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(13.7
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)
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$
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(2.9
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)
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Other comprehensive loss:
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Foreign currency translation adjustments
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0.3
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—
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—
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—
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Comprehensive loss
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(6.2
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)
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(3.6
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)
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(13.7
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)
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(2.9
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)
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||||
Comprehensive loss attributable to noncontrolling interests
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(1.0
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)
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(2.5
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)
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(3.9
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)
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(2.0
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)
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Comprehensive loss attributable to CyrusOne Inc.
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$
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(5.2
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)
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$
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(1.1
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$
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(9.8
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)
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$
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(0.9
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)
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Common
Stock Issued
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Additional
Paid In
Capital
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Accumulated
Deficit
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Accumulated Other Comprehensive Loss
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Total
Shareholders'
Equity/
Parent’s Net
Investment
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Non-
controlling
Interest
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Total
Equity
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|||||||||||||||||
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Shares
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Amount
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Balance January 1, 2014
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22.0
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$
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0.2
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$
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340.7
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$
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(18.9
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)
|
|
$
|
—
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$
|
322.0
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$
|
455.6
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$
|
777.6
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Net loss
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—
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—
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—
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(2.9
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)
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—
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(2.9
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)
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—
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(2.9
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)
|
|||||||
Noncontrolling interest allocated net loss
|
—
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|
—
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|
—
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2.0
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—
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2.0
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(2.0
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)
|
|
—
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|
|||||||
Stock issuance costs
|
—
|
|
|
—
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(1.3
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)
|
|
—
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|
|
—
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(1.3
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)
|
|
—
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|
|
(1.3
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)
|
|||||||
Stock based compensation
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0.7
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|
—
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5.0
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—
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—
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5.0
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—
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5.0
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|||||||
Issuance of common stock
|
16.0
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0.2
|
|
|
355.7
|
|
|
—
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|
|
—
|
|
|
355.9
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|
|
—
|
|
|
355.9
|
|
|||||||
Redemption of noncontrolling interest
|
—
|
|
|
—
|
|
|
(189.0
|
)
|
|
—
|
|
|
—
|
|
|
(189.0
|
)
|
|
(166.9
|
)
|
|
(355.9
|
)
|
|||||||
Dividends and distributions, $0.42 per share
|
—
|
|
|
—
|
|
|
—
|
|
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(12.9
|
)
|
|
—
|
|
|
(12.9
|
)
|
|
(14.5
|
)
|
|
(27.4
|
)
|
|||||||
Balance at June 30, 2014
|
38.7
|
|
|
$
|
0.4
|
|
|
$
|
511.1
|
|
|
$
|
(32.7
|
)
|
|
$
|
—
|
|
|
$
|
478.8
|
|
|
$
|
272.2
|
|
|
$
|
751.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||||||||||||||
Balance January 1, 2015
|
38.7
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|
|
$
|
0.4
|
|
|
$
|
516.5
|
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$
|
(55.9
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)
|
|
$
|
(0.3
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)
|
|
$
|
460.7
|
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$
|
256.3
|
|
|
$
|
717.0
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(13.7
|
)
|
|
—
|
|
|
(13.7
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)
|
|
—
|
|
|
(13.7
|
)
|
|||||||
Noncontrolling interest allocated net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
3.9
|
|
|
—
|
|
|
3.9
|
|
|
(3.9
|
)
|
|
—
|
|
|||||||
Stock issuance costs
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
|||||||
Stock based compensation
|
0.3
|
|
|
—
|
|
|
6.2
|
|
|
—
|
|
|
—
|
|
|
6.2
|
|
|
—
|
|
|
6.2
|
|
|||||||
Common stock repurchases
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
(0.7
|
)
|
|||||||
Issuance of common stock
|
27.3
|
|
|
0.2
|
|
|
799.1
|
|
|
—
|
|
|
—
|
|
|
799.3
|
|
|
—
|
|
|
799.3
|
|
|||||||
Redemption of noncontrolling interest
|
—
|
|
|
—
|
|
|
(412.2
|
)
|
|
—
|
|
|
—
|
|
|
(412.2
|
)
|
|
(184.2
|
)
|
|
(596.4
|
)
|
|||||||
Dividends and distributions, $0.63 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(33.2
|
)
|
|
—
|
|
|
(33.2
|
)
|
|
(12.3
|
)
|
|
(45.5
|
)
|
|||||||
Balance at June 30, 2015
|
66.3
|
|
|
$
|
0.6
|
|
|
$
|
908.3
|
|
|
$
|
(98.9
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
809.7
|
|
|
$
|
55.9
|
|
|
$
|
865.6
|
|
|
|
Six Months Ended June 30, 2015
|
|
Six Months Ended June 30, 2014
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net loss
|
|
$
|
(13.7
|
)
|
|
$
|
(2.9
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
62.5
|
|
|
57.4
|
|
||
Noncash interest expense
|
|
1.4
|
|
|
1.8
|
|
||
Stock-based compensation expense
|
|
6.2
|
|
|
5.0
|
|
||
Provision for bad debt write off
|
|
0.2
|
|
|
0.6
|
|
||
Asset impairments
|
|
8.6
|
|
|
—
|
|
||
Change in operating assets and liabilities:
|
|
|
|
|
||||
Rent receivables and other assets
|
|
(7.8
|
)
|
|
(31.4
|
)
|
||
Accounts payable and accrued expenses
|
|
5.4
|
|
|
2.5
|
|
||
Deferred revenues
|
|
0.8
|
|
|
10.8
|
|
||
Due to affiliates
|
|
(1.9
|
)
|
|
0.2
|
|
||
Net cash provided by operating activities
|
|
61.7
|
|
|
44.0
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Capital expenditures – acquisitions of real estate
|
|
(17.3
|
)
|
|
—
|
|
||
Capital expenditures – other development
|
|
(74.2
|
)
|
|
(116.8
|
)
|
||
Net cash used in investing activities
|
|
(91.5
|
)
|
|
(116.8
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Issuance of common stock
|
|
799.3
|
|
|
355.9
|
|
||
Stock issuance costs
|
|
(0.6
|
)
|
|
(0.5
|
)
|
||
Acquisition of operating partnership units
|
|
(426.0
|
)
|
|
(355.9
|
)
|
||
Dividends paid
|
|
(33.8
|
)
|
|
(24.0
|
)
|
||
Borrowings from revolving credit agreement
|
|
70.0
|
|
|
—
|
|
||
Payments on capital leases and other financing arrangements
|
|
(2.1
|
)
|
|
(2.2
|
)
|
||
Net cash provided by (used in) financing activities
|
|
406.8
|
|
|
(26.7
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
|
377.0
|
|
|
(99.5
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
36.5
|
|
|
148.8
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
413.5
|
|
|
$
|
49.3
|
|
Supplemental disclosures of cash flow information
|
|
|
|
|
||||
Cash paid for interest
|
|
$
|
18.5
|
|
|
$
|
20.5
|
|
Cash paid for income taxes
|
|
1.9
|
|
|
0.3
|
|
||
Supplemental disclosures of non cash investing and financing activities
|
|
|
|
|
||||
Capitalized interest
|
|
$
|
2.5
|
|
|
$
|
0.9
|
|
Acquisition of property in accounts payable and other liabilities
|
|
27.2
|
|
|
45.0
|
|
||
Dividends declared
|
|
25.3
|
|
|
13.7
|
|
||
Forward contract for purchase of operating partnership units
|
|
170.3
|
|
|
—
|
|
||
Stock issuance costs
|
|
—
|
|
|
0.8
|
|
||
Debt issuance costs
|
|
3.1
|
|
|
—
|
|
||
Taxes on vesting of shares
|
|
0.7
|
|
|
—
|
|
|
As of
|
|
As of
|
||||
|
June 30, 2015
|
|
December 31, 2014
|
||||
Assets
|
|
|
|
||||
Investment in real estate:
|
|
|
|
||||
Land
|
$
|
93.0
|
|
|
$
|
89.7
|
|
Buildings and improvements
|
824.2
|
|
|
812.6
|
|
||
Equipment
|
423.4
|
|
|
349.1
|
|
||
Construction in progress
|
125.8
|
|
|
127.0
|
|
||
Subtotal
|
1,466.4
|
|
|
1,378.4
|
|
||
Accumulated depreciation
|
(375.4
|
)
|
|
(327.0
|
)
|
||
Net investment in real estate
|
1,091.0
|
|
|
1,051.4
|
|
||
Cash and cash equivalents
|
413.5
|
|
|
36.5
|
|
||
Rent and other receivables, net of allowance for doubtful accounts of $1.1 and $1.0 as of June 30, 2015 and December 31, 2014, respectively
|
56.3
|
|
|
60.9
|
|
||
Goodwill
|
276.2
|
|
|
276.2
|
|
||
Intangible assets, net of accumulated amortization of $79.4 and $72.1 as of
June 30, 2015 and December 31, 2014, respectively |
61.6
|
|
|
68.9
|
|
||
Due from affiliates
|
1.7
|
|
|
0.8
|
|
||
Other assets
|
91.4
|
|
|
91.8
|
|
||
Total assets
|
$
|
1,991.7
|
|
|
$
|
1,586.5
|
|
Liabilities and parent's net investment
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
90.0
|
|
|
$
|
69.9
|
|
Deferred revenue
|
66.5
|
|
|
65.7
|
|
||
Due to affiliates
|
174.9
|
|
|
7.3
|
|
||
Capital lease obligations
|
12.1
|
|
|
13.4
|
|
||
Long-term debt
|
729.8
|
|
|
659.8
|
|
||
Other financing arrangements
|
52.8
|
|
|
53.4
|
|
||
Total liabilities
|
1,126.1
|
|
|
869.5
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Parent's net investment:
|
|
|
|
||||
Partnership capital
|
865.6
|
|
|
717.0
|
|
||
Total liabilities and partnership capital
|
$
|
1,991.7
|
|
|
$
|
1,586.5
|
|
|
|
Three Months Ended June 30, 2015
|
|
Three Months Ended June 30, 2014
|
|
Six Months Ended June 30, 2015
|
|
Six Months Ended June 30, 2014
|
||||||||
Revenue
|
|
$
|
89.1
|
|
|
$
|
81.7
|
|
|
$
|
174.8
|
|
|
$
|
159.2
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Property operating expenses
|
|
32.8
|
|
|
31.8
|
|
|
65.1
|
|
|
59.5
|
|
||||
Sales and marketing
|
|
2.8
|
|
|
3.5
|
|
|
5.7
|
|
|
6.5
|
|
||||
General and administrative
|
|
9.9
|
|
|
8.4
|
|
|
19.0
|
|
|
15.7
|
|
||||
Depreciation and amortization
|
|
31.4
|
|
|
29.8
|
|
|
62.5
|
|
|
57.4
|
|
||||
Transaction costs
|
|
9.6
|
|
|
0.8
|
|
|
9.7
|
|
|
0.9
|
|
||||
Asset impairments
|
|
—
|
|
|
—
|
|
|
8.6
|
|
|
—
|
|
||||
Total costs and expenses
|
|
86.5
|
|
|
74.3
|
|
|
170.6
|
|
|
140.0
|
|
||||
Operating income
|
|
2.6
|
|
|
7.4
|
|
|
4.2
|
|
|
19.2
|
|
||||
Interest expense
|
|
8.7
|
|
|
10.7
|
|
|
17.1
|
|
|
21.4
|
|
||||
Net loss before income taxes
|
|
(6.1
|
)
|
|
(3.3
|
)
|
|
(12.9
|
)
|
|
(2.2
|
)
|
||||
Income tax expense
|
|
(0.4
|
)
|
|
(0.3
|
)
|
|
(0.8
|
)
|
|
(0.7
|
)
|
||||
Net loss
|
|
$
|
(6.5
|
)
|
|
$
|
(3.6
|
)
|
|
$
|
(13.7
|
)
|
|
$
|
(2.9
|
)
|
|
Three Months Ended June 30, 2015
|
|
Three Months Ended June 30, 2014
|
|
Six Months Ended June 30, 2015
|
|
Six Months Ended June 30, 2014
|
||||||||
Net loss
|
$
|
(6.5
|
)
|
|
$
|
(3.6
|
)
|
|
$
|
(13.7
|
)
|
|
$
|
(2.9
|
)
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Comprehensive loss attributable to CyrusOne LP
|
$
|
(6.2
|
)
|
|
$
|
(3.6
|
)
|
|
$
|
(13.7
|
)
|
|
$
|
(2.9
|
)
|
|
Partnership Units
|
|
Partnership Capital
|
|||
Balance January 1, 2014
|
64.6
|
|
|
$
|
777.6
|
|
Net loss
|
—
|
|
|
(2.9
|
)
|
|
Compensation expense of CyrusOne Inc. allocated to operating partnership
|
—
|
|
|
5.0
|
|
|
Distributions to CyrusOne Inc.
|
—
|
|
|
(1.3
|
)
|
|
Net partnership units issued to CyrusOne Inc.
|
0.7
|
|
|
—
|
|
|
Partnership units purchased by CyrusOne Inc.
|
16.0
|
|
|
355.9
|
|
|
Partnership units sold by CBI
|
(16.0
|
)
|
|
(355.9
|
)
|
|
Partnership distributions
|
—
|
|
|
(27.4
|
)
|
|
Balance at June 30, 2014
|
65.3
|
|
|
$
|
751.0
|
|
|
|
|
|
|||
Balance January 1, 2015
|
65.3
|
|
|
$
|
717.0
|
|
Net loss
|
—
|
|
|
(13.7
|
)
|
|
Compensation expense of CyrusOne Inc. allocated to operating partnership
|
—
|
|
|
5.5
|
|
|
Distributions to CyrusOne, Inc.
|
—
|
|
|
(0.6
|
)
|
|
Net partnership units issued to CyrusOne Inc.
|
0.3
|
|
|
—
|
|
|
Partnership units purchased by CyrusOne Inc.
|
27.3
|
|
|
799.3
|
|
|
Partnership units sold by CBI
|
(20.3
|
)
|
|
(596.4
|
)
|
|
Partnership distributions
|
—
|
|
|
(45.5
|
)
|
|
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
Balance at June 30, 2015
1
|
72.6
|
|
|
$
|
865.6
|
|
|
|
Six Months Ended June 30, 2015
|
|
Six Months Ended June 30, 2014
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net loss
|
|
$
|
(13.7
|
)
|
|
$
|
(2.9
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
62.5
|
|
|
57.4
|
|
||
Noncash interest expense
|
|
1.4
|
|
|
1.8
|
|
||
Stock-based compensation expense
|
|
6.2
|
|
|
5.0
|
|
||
Provision for bad debt write off
|
|
0.2
|
|
|
0.6
|
|
||
Asset impairments
|
|
8.6
|
|
|
—
|
|
||
Change in operating assets and liabilities:
|
|
|
|
|
||||
Rent receivables and other assets
|
|
(7.8
|
)
|
|
(31.4
|
)
|
||
Accounts payable and accrued expenses
|
|
5.4
|
|
|
2.5
|
|
||
Deferred revenues
|
|
0.8
|
|
|
10.8
|
|
||
Due to affiliates
|
|
(1.9
|
)
|
|
0.2
|
|
||
Net cash provided by operating activities
|
|
61.7
|
|
|
44.0
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Capital expenditures – acquisitions of real estate
|
|
(17.3
|
)
|
|
—
|
|
||
Capital expenditures – other development
|
|
(74.2
|
)
|
|
(116.8
|
)
|
||
Net cash used in investing activities
|
|
(91.5
|
)
|
|
(116.8
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Issuance of partnership units
|
|
373.3
|
|
|
—
|
|
||
Distributions paid
|
|
(33.8
|
)
|
|
(24.0
|
)
|
||
Borrowings from revolving credit agreement
|
|
70.0
|
|
|
—
|
|
||
Distributions to CyrusOne Inc.
|
|
(0.6
|
)
|
|
(0.5
|
)
|
||
Payments on capital leases and other financing arrangements
|
|
(2.1
|
)
|
|
(2.2
|
)
|
||
Net cash provided by (used in) financing activities
|
|
406.8
|
|
|
(26.7
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
|
377.0
|
|
|
(99.5
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
36.5
|
|
|
148.8
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
413.5
|
|
|
$
|
49.3
|
|
Supplemental disclosures of cash flow information
|
|
|
|
|
||||
Cash paid for interest
|
|
$
|
18.5
|
|
|
$
|
20.5
|
|
Cash paid for income taxes
|
|
1.9
|
|
|
0.3
|
|
||
Supplemental disclosures of noncash investing and financing activities
|
|
|
|
|
||||
Capitalized interest
|
|
$
|
2.5
|
|
|
$
|
0.9
|
|
Acquisition of property in accounts payable and other liabilities
|
|
27.2
|
|
|
45.0
|
|
||
Distribution declared
|
|
25.3
|
|
|
13.7
|
|
||
Forward contract for purchase of operating partnership units
|
|
170.3
|
|
|
—
|
|
||
Stock issuance costs
|
|
—
|
|
|
0.8
|
|
||
Debt issuance costs
|
|
3.1
|
|
|
—
|
|
||
Taxes on vesting of shares
|
|
0.7
|
|
|
—
|
|
•
|
Restricted Shares - On January 24, 2013, CyrusOne Inc. issued approximately
1 million
restricted shares to its employees, officers and members of the Company's board of directors in conjunction with CyrusOne's IPO. These restricted shares generally vest over
three years
. The per share grant date price was
$19.00
. In addition, from time to time, new employees and board of directors have been issued restricted shares. These restricted shares are issued at a price equal to share price on the grant date.
|
•
|
Performance and Market Based Awards - On April 17, 2013, and February 7, 2014, the Company issued performance and market based awards in the form of options and/or restricted stock to certain employees and officers of the Company.
Fifty percent
of the restricted shares and stock options will vest annually based upon achieving certain performance criteria. The other
fifty percent
of the restricted shares and stock options will vest at the end of
three years
if certain market conditions are met. The fair value of these awards was determined using the Black-Scholes or Monte-Carlo model which use assumptions such as volatility, risk-free interest rate, and expected term of the awards.
|
•
|
Time-Based, Performance and Market Based Awards - On February 10, 2015, the Company issued awards in the form of options and/or restricted stock to certain employees and officers of the Company. The stock options are time-based and vest annually on a pro-rata basis over
three
years.
Twenty-five
percent of the restricted stock is subject to time-based vesting and
seventy-five
percent of the restricted stock is subject to performance-based vesting. The time-based restricted stock will vest pro-rata annually over
three years
. The performance-based restricted stock will vest annually based upon the achievement of certain criteria for each year of the
three
-year measurement period. The first two years are capped at
100%
of the target with a cumulative true-up in year three. The fair value of these awards was determined using the Black-Scholes or Monte-Carlo model which use assumptions such as volatility, risk-free interest rate, and expected term of the awards.
|
•
|
Compensation expense for these awards is recognized over the vesting periods. See Note 10 for additional details relating to these awards.
|
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
(
amounts in millions
)
|
Land
|
|
Building and
Improvements
|
|
Equipment
|
|
Land
|
|
Building and
Improvements
|
|
Equipment
|
||||||||||||
West Seventh St., Cincinnati, OH (7th Street)
|
$
|
0.9
|
|
|
$
|
110.5
|
|
|
$
|
19.0
|
|
|
$
|
0.9
|
|
|
$
|
110.6
|
|
|
$
|
12.7
|
|
Parkway Dr., Mason, OH (Mason)
|
—
|
|
|
20.2
|
|
|
0.9
|
|
|
—
|
|
|
20.2
|
|
|
0.9
|
|
||||||
Industrial Rd., Florence, KY (Florence)
|
2.2
|
|
|
41.4
|
|
|
3.0
|
|
|
2.2
|
|
|
41.4
|
|
|
3.0
|
|
||||||
Goldcoast Dr., Cincinnati, OH (Goldcoast)
|
0.6
|
|
|
6.7
|
|
|
0.1
|
|
|
0.6
|
|
|
6.7
|
|
|
0.1
|
|
||||||
Knightsbridge Dr., Hamilton, OH (Hamilton)
|
—
|
|
|
49.2
|
|
|
3.8
|
|
|
—
|
|
|
49.2
|
|
|
3.7
|
|
||||||
E. Monroe St., South Bend, IN (Monroe St.)
|
—
|
|
|
2.5
|
|
|
0.1
|
|
|
—
|
|
|
2.5
|
|
|
0.1
|
|
||||||
Springer St., Lombard, IL (Lombard)
|
0.7
|
|
|
4.7
|
|
|
7.3
|
|
|
0.7
|
|
|
4.7
|
|
|
5.7
|
|
||||||
Crescent Circle, South Bend, IN (Blackthorn)
|
—
|
|
|
3.3
|
|
|
0.1
|
|
|
—
|
|
|
3.3
|
|
|
0.1
|
|
||||||
Kingsview Dr., Lebanon, OH (Lebanon)
|
4.0
|
|
|
77.3
|
|
|
5.4
|
|
|
4.0
|
|
|
77.0
|
|
|
5.5
|
|
||||||
McAuley Place, Blue Ash, OH (Blue Ash)
|
—
|
|
|
0.6
|
|
|
0.1
|
|
|
—
|
|
|
0.6
|
|
|
0.1
|
|
||||||
Westway Park Blvd., Houston, TX (Houston West 1)
|
1.4
|
|
|
84.8
|
|
|
44.7
|
|
|
1.4
|
|
|
84.4
|
|
|
43.8
|
|
||||||
Westway Park Blvd., Houston, TX (Houston West 2)
|
2.0
|
|
|
22.5
|
|
|
46.4
|
|
|
2.0
|
|
|
22.5
|
|
|
45.1
|
|
||||||
Westway Park Blvd., Houston, TX (Houston West 3)
|
18.4
|
|
|
3.9
|
|
|
0.9
|
|
|
18.4
|
|
|
—
|
|
|
—
|
|
||||||
Southwest Fwy., Houston, TX (Galleria)
|
—
|
|
|
68.6
|
|
|
15.5
|
|
|
—
|
|
|
68.6
|
|
|
15.0
|
|
||||||
E. Ben White Blvd., Austin, TX (Austin 1)
|
—
|
|
|
14.3
|
|
|
1.0
|
|
|
—
|
|
|
22.5
|
|
|
1.2
|
|
||||||
S. State Highway 121 Business, Lewisville, TX (Lewisville)
|
—
|
|
|
76.6
|
|
|
23.3
|
|
|
—
|
|
|
76.7
|
|
|
22.8
|
|
||||||
Marsh Lane, Carrollton, TX (Marsh Ln)
|
—
|
|
|
0.1
|
|
|
0.6
|
|
|
—
|
|
|
0.1
|
|
|
0.5
|
|
||||||
Midway Rd., Carrollton, TX (Midway)
|
—
|
|
|
2.0
|
|
|
0.4
|
|
|
—
|
|
|
2.0
|
|
|
0.4
|
|
||||||
W. Frankford Rd., Carrollton, TX (Carrollton)
|
16.1
|
|
|
52.6
|
|
|
101.3
|
|
|
16.1
|
|
|
51.6
|
|
|
85.3
|
|
||||||
Bryan St., Dallas, TX (Bryan St)
|
—
|
|
|
0.1
|
|
|
0.2
|
|
|
—
|
|
|
0.1
|
|
|
0.2
|
|
||||||
North Freeway, Houston, TX (Greenspoint)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
||||||
South Ellis Street, Chandler, AZ (Phoenix 1)
|
14.8
|
|
|
57.1
|
|
|
44.7
|
|
|
14.8
|
|
|
56.4
|
|
|
43.9
|
|
||||||
South Ellis Street, Chandler, AZ (Phoenix 2)
|
—
|
|
|
16.5
|
|
|
37.3
|
|
|
—
|
|
|
13.2
|
|
|
21.8
|
|
||||||
Westover Hills Blvd., San Antonio, TX (San Antonio 1)
|
4.6
|
|
|
32.1
|
|
|
32.5
|
|
|
4.6
|
|
|
32.1
|
|
|
32.4
|
|
||||||
Westover Hills Blvd., San Antonio, TX (San Antonio 2)
|
7.0
|
|
|
—
|
|
|
—
|
|
|
7.0
|
|
|
—
|
|
|
—
|
|
||||||
Metropolis Dr., Austin, TX (Austin 2)
|
2.0
|
|
|
23.2
|
|
|
4.3
|
|
|
2.0
|
|
|
23.2
|
|
|
4.0
|
|
||||||
Kestral Way (London)
|
—
|
|
|
33.1
|
|
|
0.7
|
|
|
—
|
|
|
32.7
|
|
|
0.7
|
|
||||||
Jurong East (Singapore)
|
—
|
|
|
8.8
|
|
|
0.1
|
|
|
—
|
|
|
9.0
|
|
|
0.1
|
|
||||||
Ridgetop Circle, Sterling, VA (Northern Virginia)
|
7.0
|
|
|
11.5
|
|
|
29.7
|
|
|
7.0
|
|
|
—
|
|
|
—
|
|
||||||
Metropolis Dr., Austin, TX (Austin 3)
|
8.0
|
|
|
—
|
|
|
—
|
|
|
8.0
|
|
|
—
|
|
|
—
|
|
||||||
Metropolis Dr. Austin, TX (Austin 4)
|
3.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
93.0
|
|
|
$
|
824.2
|
|
|
$
|
423.4
|
|
|
$
|
89.7
|
|
|
$
|
812.6
|
|
|
$
|
349.1
|
|
(amounts in millions)
|
June 30, 2015
|
|
December 31, 2014
|
||||
Revolving credit facility
|
$
|
205.0
|
|
|
$
|
135.0
|
|
Term loan
|
150.0
|
|
|
150.0
|
|
||
6.375% senior notes due 2022
|
374.8
|
|
|
374.8
|
|
||
Long-term debt
|
729.8
|
|
|
659.8
|
|
||
Capital lease obligations
|
12.1
|
|
|
13.4
|
|
||
Other financing arrangements
|
52.8
|
|
|
53.4
|
|
||
Total
|
$
|
794.7
|
|
|
$
|
726.6
|
|
•
|
A minimum fixed charge ratio;
|
•
|
Maximum total and secured leverage ratios;
|
•
|
A minimum tangible net worth ratio;
|
•
|
A maximum secured recourse indebtedness ratio;
|
•
|
A minimum unencumbered debt yield ratio; and
|
•
|
A maximum ratio of unsecured indebtedness to unencumbered asset value.
|
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||||
(amounts in millions)
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
6.375% senior notes due 2022
|
$
|
374.8
|
|
|
$
|
388.9
|
|
|
$
|
374.8
|
|
|
$
|
402.0
|
|
Revolving credit facility and term loan
|
355.0
|
|
|
355.0
|
|
|
285.0
|
|
|
285.0
|
|
||||
Related party forward contract
|
170.3
|
|
|
170.3
|
|
|
—
|
|
|
—
|
|
||||
Other financing arrangements
|
52.8
|
|
|
57.8
|
|
|
53.4
|
|
|
63.1
|
|
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Six Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||
|
|
June 30, 2015
|
|
June 30, 2014
|
|
June 30, 2015
|
|
June 30, 2014
|
||||||||||||||||||||
(amounts and shares in millions, except per share amount)
|
|
Basic
|
Diluted
|
|
Basic
|
Diluted
|
|
Basic
|
Diluted
|
|
Basic
|
Diluted
|
||||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net loss attributed to common shareholders
|
|
$
|
(5.5
|
)
|
$
|
(5.5
|
)
|
|
$
|
(1.1
|
)
|
$
|
(1.1
|
)
|
|
$
|
(9.8
|
)
|
$
|
(9.8
|
)
|
|
$
|
(0.9
|
)
|
$
|
(0.9
|
)
|
Less: Restricted stock dividends
|
|
(0.3
|
)
|
(0.3
|
)
|
|
(0.2
|
)
|
(0.2
|
)
|
|
(0.5
|
)
|
(0.5
|
)
|
|
(0.4
|
)
|
(0.4
|
)
|
||||||||
Net loss available to shareholders
|
|
$
|
(5.8
|
)
|
$
|
(5.8
|
)
|
|
$
|
(1.3
|
)
|
$
|
(1.3
|
)
|
|
$
|
(10.3
|
)
|
$
|
(10.3
|
)
|
|
$
|
(1.3
|
)
|
$
|
(1.3
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Weighted average common outstanding-basic
|
|
51.1
|
|
51.1
|
|
|
21.7
|
|
21.7
|
|
|
44.1
|
|
44.1
|
|
|
21.3
|
|
21.3
|
|
||||||||
Performance-based restricted stock
(1)(2)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
||||||||||||
Convertible securities
(1)(2)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
||||||||||||
Weighted average shares outstanding-diluted
|
|
|
51.1
|
|
|
|
21.7
|
|
|
|
44.1
|
|
|
|
21.3
|
|
||||||||||||
EPS:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net loss per share-basic
|
|
$
|
(0.11
|
)
|
|
|
$
|
(0.06
|
)
|
|
|
$
|
(0.23
|
)
|
|
|
$
|
(0.06
|
)
|
|
||||||||
Effect of dilutive shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net loss per share-diluted
|
|
|
$
|
(0.11
|
)
|
|
|
$
|
(0.06
|
)
|
|
|
$
|
(0.23
|
)
|
|
|
$
|
(0.06
|
)
|
(amounts in millions)
|
|
Three Months Ended June 30, 2015
|
|
Three Months Ended June 30, 2014
|
|
Six Months Ended June 30, 2015
|
|
Six Months Ended June 30, 2014
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Data center colocation agreement provided to CBT and CBTS
|
|
$
|
2.0
|
|
|
$
|
1.5
|
|
|
3.8
|
|
|
$
|
3.0
|
|
|
229 West 7th Street lease provided to CBT
|
|
0.5
|
|
|
0.5
|
|
|
0.9
|
|
|
1.0
|
|
||||
Goldcoast Drive/Parkway (Mason) lease
|
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
|
0.2
|
|
||||
Transition services provided to CBTS (network interfaces)
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
||||
Data center leases provided to CBTS
|
|
3.1
|
|
|
3.6
|
|
|
6.2
|
|
|
7.2
|
|
||||
Total revenue
|
|
$
|
5.8
|
|
|
$
|
5.8
|
|
|
11.2
|
|
|
$
|
11.6
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Transition services agreement by CBTS
|
|
$
|
0.1
|
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
|
$
|
0.6
|
|
Charges for services provided by CBT (connectivity)
|
|
0.3
|
|
|
0.2
|
|
|
0.5
|
|
|
0.5
|
|
||||
209 West 7th Street rent provided by CBT
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
||||
Total operating costs and expenses
|
|
$
|
0.4
|
|
|
$
|
0.6
|
|
|
0.9
|
|
|
$
|
1.2
|
|
|
|
As of
|
|
As of
|
||||
(amounts in millions)
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
|
|
|
|
|
||||
Accounts receivable from CBI
|
|
$
|
1.7
|
|
|
$
|
0.8
|
|
|
|
|
|
|
||||
Forward contract for purchase of operating partnership units
1
|
|
$
|
170.3
|
|
|
$
|
—
|
|
Accounts payable
|
|
0.7
|
|
|
1.7
|
|
||
Dividends/distributions payable
|
|
3.9
|
|
|
5.6
|
|
||
Accounts payable
|
|
$
|
174.9
|
|
|
$
|
7.3
|
|
•
|
upon the sale or other disposition (including by way of consolidation or merger) of such Guarantor or of all of the capital stock of such Guarantor such that such Guarantor is no longer a restricted subsidiary under the indenture,
|
•
|
upon the sale or disposition of all or substantially all of the assets of the Guarantor,
|
•
|
upon the LP Co-issuer designating such Guarantor as an unrestricted subsidiary under the terms of the indenture,
|
•
|
if such Guarantor is no longer a guarantor or other obligor of any other indebtedness of the LP Co-issuer or the Parent Guarantor, and
|
•
|
upon the defeasance or discharge of the senior notes in accordance with the terms of the indenture.
|
|
|
As of June 30, 2015
|
||||||||||||||||||||||||||||||
(amounts in millions)
|
|
Parent
Guarantor |
|
General
Partner |
|
LP
Co-issuer |
|
Finance
Co-issuer |
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations/Consolidations
|
|
Total
|
||||||||||||||||
Land
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
93.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
93.0
|
|
Buildings and improvements
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
782.3
|
|
|
41.9
|
|
|
—
|
|
|
824.2
|
|
||||||||
Equipment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
420.4
|
|
|
0.8
|
|
|
2.2
|
|
|
423.4
|
|
||||||||
Construction in progress
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
124.4
|
|
|
—
|
|
|
1.4
|
|
|
125.8
|
|
||||||||
Subtotal
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,420.1
|
|
|
42.7
|
|
|
3.6
|
|
|
1,466.4
|
|
||||||||
Accumulated depreciation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(366.7
|
)
|
|
(8.7
|
)
|
|
—
|
|
|
(375.4
|
)
|
||||||||
Net investment in real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,053.4
|
|
|
34.0
|
|
|
3.6
|
|
|
1,091.0
|
|
||||||||
Cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
408.7
|
|
|
4.8
|
|
|
—
|
|
|
413.5
|
|
||||||||
Investment in subsidiaries
|
|
806.1
|
|
|
8.6
|
|
|
690.7
|
|
|
—
|
|
|
2.6
|
|
|
—
|
|
|
(1,508.0
|
)
|
|
—
|
|
||||||||
Rent and other receivables
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55.1
|
|
|
1.2
|
|
|
—
|
|
|
56.3
|
|
||||||||
Intercompany receivable
|
|
170.3
|
|
|
—
|
|
|
1,083.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,254.1
|
)
|
|
—
|
|
||||||||
Goodwill
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
276.2
|
|
|
—
|
|
|
—
|
|
|
276.2
|
|
||||||||
Intangible assets, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61.6
|
|
|
—
|
|
|
—
|
|
|
61.6
|
|
||||||||
Due from affiliates
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
||||||||
Other assets
|
|
—
|
|
|
—
|
|
|
17.0
|
|
|
—
|
|
|
71.1
|
|
|
3.3
|
|
|
—
|
|
|
91.4
|
|
||||||||
Total assets
|
|
$
|
976.4
|
|
|
$
|
8.6
|
|
|
$
|
1,791.5
|
|
|
$
|
—
|
|
|
$
|
1,930.4
|
|
|
$
|
43.3
|
|
|
$
|
(2,758.5
|
)
|
|
$
|
1,991.7
|
|
Accounts payable and accrued expenses
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25.5
|
|
|
$
|
—
|
|
|
$
|
63.9
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
90.0
|
|
Deferred revenue
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65.9
|
|
|
0.6
|
|
|
—
|
|
|
66.5
|
|
||||||||
Intercompany payable
|
|
—
|
|
|
—
|
|
|
170.3
|
|
|
—
|
|
|
1,083.8
|
|
|
—
|
|
|
(1,254.1
|
)
|
|
—
|
|
||||||||
Due to affiliates
|
|
170.3
|
|
|
—
|
|
|
3.9
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
174.9
|
|
||||||||
Capital lease obligations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.4
|
|
|
6.7
|
|
|
—
|
|
|
12.1
|
|
||||||||
Long-term debt
|
|
—
|
|
|
—
|
|
|
729.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
729.8
|
|
||||||||
Other financing arrangements
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20.0
|
|
|
32.8
|
|
|
—
|
|
|
52.8
|
|
||||||||
Total liabilities
|
|
170.3
|
|
|
—
|
|
|
929.5
|
|
|
—
|
|
|
1,239.7
|
|
|
40.7
|
|
|
(1,254.1
|
)
|
|
1,126.1
|
|
||||||||
Total shareholders' equity
|
|
806.1
|
|
|
8.6
|
|
|
862.0
|
|
|
—
|
|
|
690.7
|
|
|
2.6
|
|
|
(1,560.3
|
)
|
|
809.7
|
|
||||||||
Noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55.9
|
|
|
55.9
|
|
||||||||
Total equity
|
|
806.1
|
|
|
8.6
|
|
|
862.0
|
|
|
—
|
|
|
690.7
|
|
|
2.6
|
|
|
(1,504.4
|
)
|
|
865.6
|
|
||||||||
Total liabilities and equity
|
|
$
|
976.4
|
|
|
$
|
8.6
|
|
|
$
|
1,791.5
|
|
|
$
|
—
|
|
|
$
|
1,930.4
|
|
|
$
|
43.3
|
|
|
$
|
(2,758.5
|
)
|
|
$
|
1,991.7
|
|
|
|
As of December 31, 2014
|
||||||||||||||||||||||||||||||
(amounts in millions)
|
|
Parent
Guarantor |
|
General
Partner |
|
LP
Co-issuer |
|
Finance
Co-issuer |
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations/Consolidations
|
|
Total
|
||||||||||||||||
Land
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
89.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
89.7
|
|
Buildings and improvements
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
770.9
|
|
|
41.7
|
|
|
—
|
|
|
812.6
|
|
||||||||
Equipment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
348.3
|
|
|
0.8
|
|
|
—
|
|
|
349.1
|
|
||||||||
Construction in progress
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
124.8
|
|
|
—
|
|
|
2.2
|
|
|
127.0
|
|
||||||||
Subtotal
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,333.7
|
|
|
42.5
|
|
|
2.2
|
|
|
1,378.4
|
|
||||||||
Accumulated depreciation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(319.7
|
)
|
|
(7.3
|
)
|
|
—
|
|
|
(327.0
|
)
|
||||||||
Net investment in real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,014.0
|
|
|
35.2
|
|
|
2.2
|
|
|
1,051.4
|
|
||||||||
Cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33.5
|
|
|
3.0
|
|
|
—
|
|
|
36.5
|
|
||||||||
Investment in subsidiaries
|
|
458.5
|
|
|
7.1
|
|
|
734.3
|
|
|
—
|
|
|
3.6
|
|
|
—
|
|
|
(1,203.5
|
)
|
|
—
|
|
||||||||
Rent and other receivables
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57.9
|
|
|
3.0
|
|
|
—
|
|
|
60.9
|
|
||||||||
Intercompany receivable
|
|
—
|
|
|
—
|
|
|
642.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(642.9
|
)
|
|
—
|
|
||||||||
Goodwill
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
276.2
|
|
|
—
|
|
|
—
|
|
|
276.2
|
|
||||||||
Intangible assets, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68.9
|
|
|
—
|
|
|
—
|
|
|
68.9
|
|
||||||||
Due from affiliates
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||||||
Other assets
|
|
—
|
|
|
—
|
|
|
15.5
|
|
|
—
|
|
|
73.1
|
|
|
3.2
|
|
|
—
|
|
|
91.8
|
|
||||||||
Total assets
|
|
$
|
458.5
|
|
|
$
|
7.1
|
|
|
$
|
1,392.7
|
|
|
$
|
—
|
|
|
$
|
1,528.0
|
|
|
$
|
44.4
|
|
|
$
|
(1,844.2
|
)
|
|
$
|
1,586.5
|
|
Accounts payable and accrued expenses
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12.5
|
|
|
$
|
—
|
|
|
$
|
56.9
|
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
69.9
|
|
Deferred revenue
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65.1
|
|
|
0.6
|
|
|
—
|
|
|
65.7
|
|
||||||||
Intercompany payable
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
642.9
|
|
|
—
|
|
|
(642.9
|
)
|
|
—
|
|
||||||||
Due to affiliates
|
|
—
|
|
|
—
|
|
|
5.6
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
7.3
|
|
||||||||
Capital lease obligations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.2
|
|
|
7.2
|
|
|
—
|
|
|
13.4
|
|
||||||||
Long-term debt
|
|
—
|
|
|
—
|
|
|
659.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
659.8
|
|
||||||||
Other financing arrangements
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20.9
|
|
|
32.5
|
|
|
—
|
|
|
53.4
|
|
||||||||
Total liabilities
|
|
—
|
|
|
—
|
|
|
677.9
|
|
|
—
|
|
|
793.7
|
|
|
40.8
|
|
|
(642.9
|
)
|
|
869.5
|
|
||||||||
Total shareholders' equity
|
|
458.5
|
|
|
7.1
|
|
|
714.8
|
|
|
—
|
|
|
734.3
|
|
|
3.6
|
|
|
(1,457.6
|
)
|
|
460.7
|
|
||||||||
Noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
256.3
|
|
|
256.3
|
|
||||||||
Total equity
|
|
458.5
|
|
|
7.1
|
|
|
714.8
|
|
|
—
|
|
|
734.3
|
|
|
3.6
|
|
|
(1,201.3
|
)
|
|
717.0
|
|
||||||||
Total liabilities and equity
|
|
$
|
458.5
|
|
|
$
|
7.1
|
|
|
$
|
1,392.7
|
|
|
$
|
—
|
|
|
$
|
1,528.0
|
|
|
$
|
44.4
|
|
|
$
|
(1,844.2
|
)
|
|
$
|
1,586.5
|
|
|
Three Months Ended June 30, 2015
|
|||||||||||||||||||||||||||||||
(amounts in millions)
|
|
Parent
Guarantor |
|
General
Partner |
|
LP
Co-issuer |
|
Finance
Co-issuer |
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations/ Consolidations
|
|
Total
|
||||||||||||||||
Revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
87.8
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
89.1
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Property operating expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32.1
|
|
|
0.7
|
|
|
—
|
|
|
32.8
|
|
||||||||
Sales and marketing
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|
0.1
|
|
|
—
|
|
|
2.8
|
|
||||||||
General and administrative
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.1
|
|
|
(0.2
|
)
|
|
—
|
|
|
9.9
|
|
||||||||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30.7
|
|
|
0.7
|
|
|
—
|
|
|
31.4
|
|
||||||||
Transaction costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.6
|
|
|
—
|
|
|
—
|
|
|
9.6
|
|
||||||||
Asset impairments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total costs and expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85.2
|
|
|
1.3
|
|
|
—
|
|
|
86.5
|
|
||||||||
Operating income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
||||||||
Interest expense
|
|
—
|
|
|
—
|
|
|
8.6
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
(0.7
|
)
|
|
8.7
|
|
||||||||
Income (loss) before income taxes
|
|
—
|
|
|
—
|
|
|
(8.6
|
)
|
|
—
|
|
|
2.6
|
|
|
(0.8
|
)
|
|
0.7
|
|
|
(6.1
|
)
|
||||||||
Income tax expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
||||||||
Equity earnings (loss) related to investment in subsidiaries
|
|
(6.2
|
)
|
|
(0.1
|
)
|
|
1.4
|
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
5.7
|
|
|
—
|
|
||||||||
Net income (loss)
|
|
(6.2
|
)
|
|
(0.1
|
)
|
|
(7.2
|
)
|
|
—
|
|
|
1.4
|
|
|
(0.8
|
)
|
|
6.4
|
|
|
(6.5
|
)
|
||||||||
Noncontrolling interest in net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
(1.0
|
)
|
||||||||
Net income (loss) attributed to common shareholders
|
|
$
|
(6.2
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(7.2
|
)
|
|
$
|
—
|
|
|
$
|
1.4
|
|
|
$
|
(0.8
|
)
|
|
$
|
7.4
|
|
|
$
|
(5.5
|
)
|
|
|
Three Months Ended June 30, 2014
|
||||||||||||||||||||||||||||||
(amounts in millions)
|
|
Parent
Guarantor (1) |
|
General
Partner |
|
LP
Co-issuer |
|
Finance
Co-issuer |
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations/Consolidations(1)
|
|
Total
|
||||||||||||||||
Revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
80.4
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
81.7
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Property operating expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31.2
|
|
|
0.6
|
|
|
—
|
|
|
31.8
|
|
||||||||
Sales and marketing
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|
0.1
|
|
|
—
|
|
|
3.5
|
|
||||||||
General and administrative
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.4
|
|
|
—
|
|
|
—
|
|
|
8.4
|
|
||||||||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29.1
|
|
|
0.7
|
|
|
—
|
|
|
29.8
|
|
||||||||
Transaction costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||||||
Total costs and expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
72.9
|
|
|
1.4
|
|
|
—
|
|
|
74.3
|
|
||||||||
Operating income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.5
|
|
|
(0.1
|
)
|
|
—
|
|
|
7.4
|
|
||||||||
Interest expense
|
|
—
|
|
|
—
|
|
|
9.7
|
|
|
—
|
|
|
0.1
|
|
|
0.9
|
|
|
—
|
|
|
10.7
|
|
||||||||
Income (loss) before income taxes
|
|
—
|
|
|
—
|
|
|
(9.7
|
)
|
|
—
|
|
|
7.4
|
|
|
(1.0
|
)
|
|
—
|
|
|
(3.3
|
)
|
||||||||
Income tax expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
||||||||
Equity earnings (loss) related to investment in subsidiaries
|
|
(3.6
|
)
|
|
—
|
|
|
6.1
|
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
||||||||
Net income (loss)
|
|
(3.6
|
)
|
|
—
|
|
|
(3.6
|
)
|
|
—
|
|
|
6.1
|
|
|
(1.0
|
)
|
|
(1.5
|
)
|
|
(3.6
|
)
|
||||||||
Noncontrolling interest in net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|
(2.5
|
)
|
||||||||
Net income (loss) attributed to common shareholders
|
|
$
|
(3.6
|
)
|
|
$
|
—
|
|
|
$
|
(3.6
|
)
|
|
$
|
—
|
|
|
$
|
6.1
|
|
|
$
|
(1.0
|
)
|
|
$
|
1.0
|
|
|
$
|
(1.1
|
)
|
|
Six Months Ended June 30, 2015
|
|||||||||||||||||||||||||||||||
(amounts in millions)
|
|
Parent
Guarantor |
|
General
Partner |
|
LP
Co-issuer |
|
Finance
Co-issuer |
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations/ Consolidations
|
|
Total
|
||||||||||||||||
Revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
172.2
|
|
|
$
|
2.6
|
|
|
$
|
—
|
|
|
$
|
174.8
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Property operating expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63.8
|
|
|
1.3
|
|
|
—
|
|
|
65.1
|
|
||||||||
Sales and marketing
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
|
0.1
|
|
|
—
|
|
|
5.7
|
|
||||||||
General and administrative
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19.1
|
|
|
(0.1
|
)
|
|
—
|
|
|
19.0
|
|
||||||||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61.2
|
|
|
1.3
|
|
|
—
|
|
|
62.5
|
|
||||||||
Transaction costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.7
|
|
|
—
|
|
|
—
|
|
|
9.7
|
|
||||||||
Asset impairments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.6
|
|
|
—
|
|
|
—
|
|
|
8.6
|
|
||||||||
Total costs and expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
168.0
|
|
|
2.6
|
|
|
—
|
|
|
170.6
|
|
||||||||
Operating income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.2
|
|
|
—
|
|
|
—
|
|
|
4.2
|
|
||||||||
Interest expense
|
|
—
|
|
|
—
|
|
|
16.9
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|
(1.4
|
)
|
|
17.1
|
|
||||||||
Income (loss) before income taxes
|
|
—
|
|
|
—
|
|
|
(16.9
|
)
|
|
—
|
|
|
4.2
|
|
|
(1.6
|
)
|
|
1.4
|
|
|
(12.9
|
)
|
||||||||
Income tax expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
||||||||
Equity earnings (loss) related to investment in subsidiaries
|
|
(11.2
|
)
|
|
(0.2
|
)
|
|
1.8
|
|
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|
11.2
|
|
|
—
|
|
||||||||
Net income (loss)
|
|
(11.2
|
)
|
|
(0.2
|
)
|
|
(15.1
|
)
|
|
—
|
|
|
1.8
|
|
|
(1.6
|
)
|
|
12.6
|
|
|
(13.7
|
)
|
||||||||
Noncontrolling interest in net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.9
|
)
|
|
(3.9
|
)
|
||||||||
Net income (loss) attributed to common shareholders
|
|
$
|
(11.2
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(15.1
|
)
|
|
$
|
—
|
|
|
$
|
1.8
|
|
|
$
|
(1.6
|
)
|
|
$
|
16.5
|
|
|
$
|
(9.8
|
)
|
|
|
Six Months Ended June 30, 2014
|
||||||||||||||||||||||||||||||
(amounts in millions)
|
|
Parent
Guarantor (1) |
|
General
Partner |
|
LP
Co-issuer |
|
Finance
Co-issuer |
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations/Consolidations(1)
|
|
Total
|
||||||||||||||||
Revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
156.6
|
|
|
$
|
2.6
|
|
|
$
|
—
|
|
|
$
|
159.2
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Property operating expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58.3
|
|
|
1.2
|
|
|
—
|
|
|
59.5
|
|
||||||||
Sales and marketing
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.4
|
|
|
0.1
|
|
|
—
|
|
|
6.5
|
|
||||||||
General and administrative
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15.6
|
|
|
0.1
|
|
|
—
|
|
|
15.7
|
|
||||||||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55.9
|
|
|
1.5
|
|
|
—
|
|
|
57.4
|
|
||||||||
Transaction costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
||||||||
Total costs and expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
137.1
|
|
|
2.9
|
|
|
—
|
|
|
140.0
|
|
||||||||
Operating income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19.5
|
|
|
(0.3
|
)
|
|
—
|
|
|
19.2
|
|
||||||||
Interest expense
|
|
—
|
|
|
—
|
|
|
19.3
|
|
|
—
|
|
|
0.3
|
|
|
1.8
|
|
|
—
|
|
|
21.4
|
|
||||||||
Income (loss) before income taxes
|
|
—
|
|
|
—
|
|
|
(19.3
|
)
|
|
—
|
|
|
19.2
|
|
|
(2.1
|
)
|
|
—
|
|
|
(2.2
|
)
|
||||||||
Income tax expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
||||||||
Equity earnings (loss) related to investment in subsidiaries
|
|
(0.9
|
)
|
|
—
|
|
|
16.4
|
|
|
—
|
|
|
(2.1
|
)
|
|
—
|
|
|
(13.4
|
)
|
|
—
|
|
||||||||
Net income (loss)
|
|
(0.9
|
)
|
|
—
|
|
|
(2.9
|
)
|
|
—
|
|
|
16.4
|
|
|
(2.1
|
)
|
|
(13.4
|
)
|
|
(2.9
|
)
|
||||||||
Noncontrolling interest in net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|
(2.0
|
)
|
||||||||
Net income (loss) attributed to common shareholders
|
|
$
|
(0.9
|
)
|
|
$
|
—
|
|
|
$
|
(2.9
|
)
|
|
$
|
—
|
|
|
$
|
16.4
|
|
|
$
|
(2.1
|
)
|
|
$
|
(11.4
|
)
|
|
$
|
(0.9
|
)
|
|
|
Six Months Ended June 30, 2015
|
||||||||||||||||||||||||||||||
(amounts in millions)
|
|
Parent
Guarantor
|
|
General
Partner
|
|
LP
Co-issuer
|
|
Finance
Co-issuer
|
|
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations/Consolidations
|
|
Total
|
||||||||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net (loss) income
|
|
$
|
(11.2
|
)
|
|
$
|
(0.2
|
)
|
|
(15.1
|
)
|
|
$
|
—
|
|
|
$
|
1.8
|
|
|
$
|
(1.6
|
)
|
|
$
|
12.6
|
|
|
$
|
(13.7
|
)
|
|
Equity income (loss) related to investment in subsidiaries
|
|
11.2
|
|
|
0.2
|
|
|
(1.8
|
)
|
|
—
|
|
|
1.6
|
|
|
—
|
|
|
(11.2
|
)
|
|
—
|
|
||||||||
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61.2
|
|
|
1.3
|
|
|
—
|
|
|
62.5
|
|
||||||||
Noncash interest expense
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.2
|
|
|
—
|
|
|
—
|
|
|
6.2
|
|
||||||||
Provision for bad debt write off
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||||||
Asset impairments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.6
|
|
|
—
|
|
|
—
|
|
|
8.6
|
|
||||||||
Change in operating assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Rent receivables and other assets
|
|
—
|
|
|
—
|
|
|
(2.9
|
)
|
|
—
|
|
|
(6.6
|
)
|
|
1.7
|
|
|
—
|
|
|
(7.8
|
)
|
||||||||
Accounts payable and accrued expenses
|
|
—
|
|
|
—
|
|
|
13.0
|
|
|
—
|
|
|
(7.7
|
)
|
|
0.1
|
|
|
—
|
|
|
5.4
|
|
||||||||
Deferred revenues
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||||||
Advances to affiliates
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
||||||||
Net cash provided by (used in) operating activities
|
|
—
|
|
|
—
|
|
|
(5.4
|
)
|
|
—
|
|
|
64.2
|
|
|
1.5
|
|
|
1.4
|
|
|
61.7
|
|
||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Capital expenditures - acquisitions of real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17.3
|
)
|
|
—
|
|
|
—
|
|
|
(17.3
|
)
|
||||||||
Capital expenditures - other development
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(74.4
|
)
|
|
0.2
|
|
|
—
|
|
|
(74.2
|
)
|
||||||||
Investment in and loans to subsidiaries
|
|
(373.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
373.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Return of investment
|
|
26.0
|
|
|
(2.0
|
)
|
|
39.2
|
|
|
—
|
|
|
(5.2
|
)
|
|
—
|
|
|
(58.0
|
)
|
|
—
|
|
||||||||
Intercompany contributions/distributions
|
|
—
|
|
|
—
|
|
|
(70.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70.0
|
|
|
—
|
|
||||||||
Net cash provided by (used in) investing activities
|
|
(347.3
|
)
|
|
(2.0
|
)
|
|
(30.8
|
)
|
|
—
|
|
|
276.4
|
|
|
0.2
|
|
|
12.0
|
|
|
(91.5
|
)
|
||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Issuance of common stock
|
|
799.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
799.3
|
|
||||||||
Acquisition of operating partnership units
|
|
(426.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(426.0
|
)
|
||||||||
Stock issuance costs
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
||||||||
Dividends paid
|
|
(25.4
|
)
|
|
—
|
|
|
(33.8
|
)
|
|
—
|
|
|
(33.8
|
)
|
|
—
|
|
|
59.2
|
|
|
(33.8
|
)
|
||||||||
Intercompany borrowings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70.0
|
|
|
—
|
|
|
(70.0
|
)
|
|
—
|
|
||||||||
Borrowings from revolving credit agreement
|
|
—
|
|
|
—
|
|
|
70.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70.0
|
|
||||||||
Payments on capital leases and other financing arrangements
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
(2.1
|
)
|
||||||||
Contributions/distributions from parent
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
(2.6
|
)
|
|
—
|
|
||||||||
Net cash provided by (used in) financing activities
|
|
347.3
|
|
|
2.0
|
|
|
36.2
|
|
|
—
|
|
|
34.6
|
|
|
0.1
|
|
|
(13.4
|
)
|
|
406.8
|
|
||||||||
Net increase in cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
375.2
|
|
|
1.8
|
|
|
—
|
|
|
377.0
|
|
||||||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33.5
|
|
|
3.0
|
|
|
—
|
|
|
36.5
|
|
||||||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
408.7
|
|
|
$
|
4.8
|
|
|
$
|
—
|
|
|
$
|
413.5
|
|
|
|
Six Months Ended June 30, 2014
|
||||||||||||||||||||||||||||||
(amounts in millions)
|
|
Parent
Guarantor (1) |
|
General
Partner |
|
LP
Co-issuer |
|
Finance
Co-issuer |
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations/Consolidations(1)
|
|
Total
|
||||||||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net (loss) income
|
|
$
|
(0.9
|
)
|
|
$
|
—
|
|
|
$
|
(2.9
|
)
|
|
$
|
—
|
|
|
$
|
16.4
|
|
|
$
|
(2.1
|
)
|
|
$
|
(13.4
|
)
|
|
$
|
(2.9
|
)
|
Equity earnings (loss) related to investment in subsidiaries
|
|
0.9
|
|
|
—
|
|
|
(16.4
|
)
|
|
—
|
|
|
2.1
|
|
|
—
|
|
|
13.4
|
|
|
—
|
|
||||||||
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55.9
|
|
|
1.5
|
|
|
—
|
|
|
57.4
|
|
||||||||
Noncash interest expense
|
|
—
|
|
|
—
|
|
|
1.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.8
|
|
||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.0
|
|
|
—
|
|
|
—
|
|
|
5.0
|
|
||||||||
Provision for doubtful accounts
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
||||||||
Change in operating assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Rent receivables and other assets
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(29.7
|
)
|
|
(1.6
|
)
|
|
—
|
|
|
(31.4
|
)
|
||||||||
Accounts payable and accrued expenses
|
|
—
|
|
|
—
|
|
|
4.8
|
|
|
—
|
|
|
(2.8
|
)
|
|
0.5
|
|
|
—
|
|
|
2.5
|
|
||||||||
Deferred revenues
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.2
|
|
|
(0.4
|
)
|
|
—
|
|
|
10.8
|
|
||||||||
Due to affiliates
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||||||
Net cash (used in) provided by operating activities
|
|
—
|
|
|
—
|
|
|
(12.8
|
)
|
|
—
|
|
|
58.9
|
|
|
(2.1
|
)
|
|
—
|
|
|
44.0
|
|
||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Capital expenditures - other development
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(116.8
|
)
|
|
—
|
|
|
—
|
|
|
(116.8
|
)
|
||||||||
Intercompany borrowings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
||||||||
Return of investment
|
|
8.8
|
|
|
—
|
|
|
37.3
|
|
|
—
|
|
|
(13.3
|
)
|
|
—
|
|
|
(32.8
|
)
|
|
—
|
|
||||||||
Net cash provided by (used in) investing activities
|
|
8.8
|
|
|
—
|
|
|
37.3
|
|
|
—
|
|
|
(129.9
|
)
|
|
(0.2
|
)
|
|
(32.8
|
)
|
|
(116.8
|
)
|
||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Issuance of common stock
|
|
355.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
355.9
|
|
||||||||
Stock issuance costs
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
||||||||
Acquisition of partnership units
|
|
(355.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(355.9
|
)
|
||||||||
Dividends paid
|
|
(8.3
|
)
|
|
—
|
|
|
(24.0
|
)
|
|
—
|
|
|
(24.0
|
)
|
|
—
|
|
|
32.3
|
|
|
(24.0
|
)
|
||||||||
Payments on capital leases and other financing arrangements
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
(2.2
|
)
|
||||||||
Contributions (distributions) from parent guarantor
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(5.1
|
)
|
|
5.1
|
|
|
0.5
|
|
|
—
|
|
||||||||
Net cash (used in) provided by financing activities
|
|
(8.8
|
)
|
|
—
|
|
|
(24.5
|
)
|
|
—
|
|
|
(31.0
|
)
|
|
4.8
|
|
|
32.8
|
|
|
(26.7
|
)
|
||||||||
Net (decrease) increase in cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(102.0
|
)
|
|
2.5
|
|
|
—
|
|
|
(99.5
|
)
|
||||||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
146.8
|
|
|
2.0
|
|
|
—
|
|
|
148.8
|
|
||||||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
44.8
|
|
|
$
|
4.5
|
|
|
$
|
—
|
|
|
$
|
49.3
|
|
•
|
upon the sale or other disposition (including by way of consolidation or merger) of such Guarantor or of all of the capital stock of such Guarantor such that such Guarantor is no longer a restricted subsidiary under the indenture,
|
•
|
upon the sale or disposition of all or substantially all of the assets of the Guarantor,
|
•
|
upon the LP Co-issuer designating such Guarantor as an unrestricted subsidiary under the terms of the indenture,
|
•
|
if such Guarantor is no longer a guarantor or other obligor of any other indebtedness of the LP Co-issuer or the Parent Guarantor, and
|
•
|
upon the defeasance or discharge of the senior notes in accordance with the terms of the indenture.
|
|
|
As of June 30, 2015
|
||||||||||||||||||||||
(amounts in millions)
|
|
LP
Co-issuer |
|
Finance
Co-issuer |
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations/Consolidations
|
|
Total
|
||||||||||||
Land
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
93.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
93.0
|
|
Buildings and improvements
|
|
—
|
|
|
—
|
|
|
782.3
|
|
|
41.9
|
|
|
—
|
|
|
824.2
|
|
||||||
Equipment
|
|
—
|
|
|
—
|
|
|
420.4
|
|
|
0.8
|
|
|
2.2
|
|
|
423.4
|
|
||||||
Construction in progress
|
|
—
|
|
|
—
|
|
|
124.4
|
|
|
—
|
|
|
1.4
|
|
|
125.8
|
|
||||||
Subtotal
|
|
—
|
|
|
—
|
|
|
1,420.1
|
|
|
42.7
|
|
|
3.6
|
|
|
1,466.4
|
|
||||||
Accumulated depreciation
|
|
—
|
|
|
—
|
|
|
(366.7
|
)
|
|
(8.7
|
)
|
|
—
|
|
|
(375.4
|
)
|
||||||
Net investment in real estate
|
|
—
|
|
|
—
|
|
|
1,053.4
|
|
|
34.0
|
|
|
3.6
|
|
|
1,091.0
|
|
||||||
Cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
408.7
|
|
|
4.8
|
|
|
—
|
|
|
413.5
|
|
||||||
Investment in subsidiaries
|
|
690.7
|
|
|
—
|
|
|
2.6
|
|
|
—
|
|
|
(693.3
|
)
|
|
—
|
|
||||||
Rent and other receivables
|
|
—
|
|
|
—
|
|
|
55.1
|
|
|
1.2
|
|
|
—
|
|
|
56.3
|
|
||||||
Intercompany receivable
|
|
1,083.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,083.8
|
)
|
|
—
|
|
||||||
Goodwill
|
|
—
|
|
|
—
|
|
|
276.2
|
|
|
—
|
|
|
—
|
|
|
276.2
|
|
||||||
Intangible assets, net
|
|
—
|
|
|
—
|
|
|
61.6
|
|
|
—
|
|
|
—
|
|
|
61.6
|
|
||||||
Due from affiliates
|
|
—
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
||||||
Other assets
|
|
17.0
|
|
|
—
|
|
|
71.1
|
|
|
3.3
|
|
|
—
|
|
|
91.4
|
|
||||||
Total assets
|
|
$
|
1,791.5
|
|
|
$
|
—
|
|
|
$
|
1,930.4
|
|
|
$
|
43.3
|
|
|
$
|
(1,773.5
|
)
|
|
$
|
1,991.7
|
|
Accounts payable and accrued expenses
|
|
$
|
25.5
|
|
|
$
|
—
|
|
|
$
|
63.9
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
90.0
|
|
Deferred revenue
|
|
—
|
|
|
—
|
|
|
65.9
|
|
|
0.6
|
|
|
—
|
|
|
66.5
|
|
||||||
Intercompany payable
|
|
170.3
|
|
|
—
|
|
|
1,083.8
|
|
|
—
|
|
|
(1,254.1
|
)
|
|
—
|
|
||||||
Due to affiliates
|
|
3.9
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
170.3
|
|
|
174.9
|
|
||||||
Capital lease obligations
|
|
—
|
|
|
—
|
|
|
5.4
|
|
|
6.7
|
|
|
—
|
|
|
12.1
|
|
||||||
Long-term debt
|
|
729.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
729.8
|
|
||||||
Other financing arrangements
|
|
—
|
|
|
—
|
|
|
20.0
|
|
|
32.8
|
|
|
—
|
|
|
52.8
|
|
||||||
Total liabilities
|
|
929.5
|
|
|
—
|
|
|
1,239.7
|
|
|
40.7
|
|
|
(1,083.8
|
)
|
|
1,126.1
|
|
||||||
Total partnership capital
|
|
862.0
|
|
|
—
|
|
|
690.7
|
|
|
2.6
|
|
|
(689.7
|
)
|
|
865.6
|
|
||||||
Total liabilities and partnership capital
|
|
$
|
1,791.5
|
|
|
$
|
—
|
|
|
$
|
1,930.4
|
|
|
$
|
43.3
|
|
|
$
|
(1,773.5
|
)
|
|
$
|
1,991.7
|
|
|
|
As of December 31, 2014
|
||||||||||||||||||||||
(amounts in millions)
|
|
LP
Co-issuer |
|
Finance
Co-issuer |
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations/Consolidations
|
|
Total
|
||||||||||||
Land
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
89.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
89.7
|
|
Buildings and improvements
|
|
—
|
|
|
—
|
|
|
770.9
|
|
|
41.7
|
|
|
—
|
|
|
812.6
|
|
||||||
Equipment
|
|
—
|
|
|
—
|
|
|
348.3
|
|
|
0.8
|
|
|
—
|
|
|
349.1
|
|
||||||
Construction in progress
|
|
—
|
|
|
—
|
|
|
124.8
|
|
|
—
|
|
|
2.2
|
|
|
127.0
|
|
||||||
Subtotal
|
|
—
|
|
|
—
|
|
|
1,333.7
|
|
|
42.5
|
|
|
2.2
|
|
|
1,378.4
|
|
||||||
Accumulated depreciation
|
|
—
|
|
|
—
|
|
|
(319.7
|
)
|
|
(7.3
|
)
|
|
—
|
|
|
(327.0
|
)
|
||||||
Net investment in real estate
|
|
—
|
|
|
—
|
|
|
1,014.0
|
|
|
35.2
|
|
|
2.2
|
|
|
1,051.4
|
|
||||||
Cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
33.5
|
|
|
3.0
|
|
|
—
|
|
|
36.5
|
|
||||||
Investment in subsidiaries
|
|
734.3
|
|
|
—
|
|
|
3.6
|
|
|
—
|
|
|
(737.9
|
)
|
|
—
|
|
||||||
Rent and other receivables
|
|
—
|
|
|
—
|
|
|
57.9
|
|
|
3.0
|
|
|
—
|
|
|
60.9
|
|
||||||
Intercompany receivable
|
|
642.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(642.9
|
)
|
|
—
|
|
||||||
Goodwill
|
|
—
|
|
|
—
|
|
|
276.2
|
|
|
—
|
|
|
—
|
|
|
276.2
|
|
||||||
Intangible assets, net
|
|
—
|
|
|
—
|
|
|
68.9
|
|
|
—
|
|
|
—
|
|
|
68.9
|
|
||||||
Due from affiliates
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||||
Other assets
|
|
15.5
|
|
|
—
|
|
|
73.1
|
|
|
3.2
|
|
|
—
|
|
|
91.8
|
|
||||||
Total assets
|
|
$
|
1,392.7
|
|
|
$
|
—
|
|
|
$
|
1,528.0
|
|
|
$
|
44.4
|
|
|
$
|
(1,378.6
|
)
|
|
$
|
1,586.5
|
|
Accounts payable and accrued expenses
|
|
$
|
12.5
|
|
|
$
|
—
|
|
|
$
|
56.9
|
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
69.9
|
|
Deferred revenue
|
|
—
|
|
|
—
|
|
|
65.1
|
|
|
0.6
|
|
|
—
|
|
|
65.7
|
|
||||||
Intercompany payable
|
|
—
|
|
|
—
|
|
|
642.9
|
|
|
—
|
|
|
(642.9
|
)
|
|
—
|
|
||||||
Due to affiliates
|
|
5.6
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
7.3
|
|
||||||
Capital lease obligations
|
|
—
|
|
|
—
|
|
|
6.2
|
|
|
7.2
|
|
|
—
|
|
|
13.4
|
|
||||||
Long-term debt
|
|
659.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
659.8
|
|
||||||
Other financing arrangements
|
|
—
|
|
|
—
|
|
|
20.9
|
|
|
32.5
|
|
|
—
|
|
|
53.4
|
|
||||||
Total liabilities
|
|
677.9
|
|
|
—
|
|
|
793.7
|
|
|
40.8
|
|
|
(642.9
|
)
|
|
869.5
|
|
||||||
Total partnership capital
|
|
714.8
|
|
|
—
|
|
|
734.3
|
|
|
3.6
|
|
|
(735.7
|
)
|
|
717.0
|
|
||||||
Total liabilities and partnership capital
|
|
$
|
1,392.7
|
|
|
$
|
—
|
|
|
$
|
1,528.0
|
|
|
$
|
44.4
|
|
|
$
|
(1,378.6
|
)
|
|
$
|
1,586.5
|
|
|
Three Months Ended June 30, 2015
|
|||||||||||||||||||||||
(amounts in millions)
|
|
LP
Co-issuer |
|
Finance
Co-issuer |
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations/ Consolidations
|
|
Total
|
||||||||||||
Revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
87.8
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
89.1
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property operating expenses
|
|
—
|
|
|
—
|
|
|
32.1
|
|
|
0.7
|
|
|
—
|
|
|
32.8
|
|
||||||
Sales and marketing
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|
0.1
|
|
|
—
|
|
|
2.8
|
|
||||||
General and administrative
|
|
—
|
|
|
—
|
|
|
10.1
|
|
|
(0.2
|
)
|
|
—
|
|
|
9.9
|
|
||||||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
30.7
|
|
|
0.7
|
|
|
—
|
|
|
31.4
|
|
||||||
Transaction costs
|
|
—
|
|
|
—
|
|
|
9.6
|
|
|
—
|
|
|
—
|
|
|
9.6
|
|
||||||
Asset impairments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total costs and expenses
|
|
—
|
|
|
—
|
|
|
85.2
|
|
|
1.3
|
|
|
—
|
|
|
86.5
|
|
||||||
Operating income (loss)
|
|
—
|
|
|
—
|
|
|
2.6
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
||||||
Interest expense
|
|
8.6
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
(0.7
|
)
|
|
8.7
|
|
||||||
Income (loss) before income taxes
|
|
(8.6
|
)
|
|
—
|
|
|
2.6
|
|
|
(0.8
|
)
|
|
0.7
|
|
|
(6.1
|
)
|
||||||
Income tax expense
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
||||||
Partnership earnings (loss) related to investment in subsidiaries
|
|
1.4
|
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
||||||
Net income (loss)
|
|
$
|
(7.2
|
)
|
|
$
|
—
|
|
|
$
|
1.4
|
|
|
$
|
(0.8
|
)
|
|
$
|
0.1
|
|
|
$
|
(6.5
|
)
|
|
|
Three Months Ended June 30, 2014
|
||||||||||||||||||||||
(amounts in millions)
|
|
LP
Co-issuer |
|
Finance
Co-issuer |
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations/Consolidations(1)
|
|
Total
|
||||||||||||
Revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
80.4
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
81.7
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property operating expenses
|
|
—
|
|
|
—
|
|
|
31.2
|
|
|
0.6
|
|
|
—
|
|
|
31.8
|
|
||||||
Sales and marketing
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|
0.1
|
|
|
—
|
|
|
3.5
|
|
||||||
General and administrative
|
|
—
|
|
|
—
|
|
|
8.4
|
|
|
—
|
|
|
—
|
|
|
8.4
|
|
||||||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
29.1
|
|
|
0.7
|
|
|
—
|
|
|
29.8
|
|
||||||
Transaction costs
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||||
Total costs and expenses
|
|
—
|
|
|
—
|
|
|
72.9
|
|
|
1.4
|
|
|
—
|
|
|
74.3
|
|
||||||
Operating income (loss)
|
|
—
|
|
|
—
|
|
|
7.5
|
|
|
(0.1
|
)
|
|
—
|
|
|
7.4
|
|
||||||
Interest expense
|
|
9.7
|
|
|
—
|
|
|
0.1
|
|
|
0.9
|
|
|
—
|
|
|
10.7
|
|
||||||
Income (loss) before income taxes
|
|
(9.7
|
)
|
|
—
|
|
|
7.4
|
|
|
(1.0
|
)
|
|
—
|
|
|
(3.3
|
)
|
||||||
Income tax expense
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
||||||
Partnership earnings (loss) related to investment in subsidiaries
|
|
6.1
|
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
(5.1
|
)
|
|
—
|
|
||||||
Net income (loss)
|
|
$
|
(3.6
|
)
|
|
$
|
—
|
|
|
$
|
6.1
|
|
|
$
|
(1.0
|
)
|
|
$
|
(5.1
|
)
|
|
$
|
(3.6
|
)
|
|
Six Months Ended June 30, 2015
|
|||||||||||||||||||||||
(amounts in millions)
|
|
LP
Co-issuer |
|
Finance
Co-issuer |
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations/ Consolidations
|
|
Total
|
||||||||||||
Revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
172.2
|
|
|
$
|
2.6
|
|
|
$
|
—
|
|
|
$
|
174.8
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property operating expenses
|
|
—
|
|
|
—
|
|
|
63.8
|
|
|
1.3
|
|
|
—
|
|
|
65.1
|
|
||||||
Sales and marketing
|
|
—
|
|
|
—
|
|
|
5.6
|
|
|
0.1
|
|
|
—
|
|
|
5.7
|
|
||||||
General and administrative
|
|
—
|
|
|
—
|
|
|
19.1
|
|
|
(0.1
|
)
|
|
—
|
|
|
19.0
|
|
||||||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
61.2
|
|
|
1.3
|
|
|
—
|
|
|
62.5
|
|
||||||
Transaction costs
|
|
—
|
|
|
—
|
|
|
9.7
|
|
|
—
|
|
|
—
|
|
|
9.7
|
|
||||||
Asset impairments
|
|
—
|
|
|
—
|
|
|
8.6
|
|
|
—
|
|
|
—
|
|
|
8.6
|
|
||||||
Total costs and expenses
|
|
—
|
|
|
—
|
|
|
168.0
|
|
|
2.6
|
|
|
—
|
|
|
170.6
|
|
||||||
Operating income (loss)
|
|
—
|
|
|
—
|
|
|
4.2
|
|
|
—
|
|
|
—
|
|
|
4.2
|
|
||||||
Interest expense
|
|
16.9
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|
(1.4
|
)
|
|
17.1
|
|
||||||
Income (loss) before income taxes
|
|
(16.9
|
)
|
|
—
|
|
|
4.2
|
|
|
(1.6
|
)
|
|
1.4
|
|
|
(12.9
|
)
|
||||||
Income tax expense
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
||||||
Partnership earnings (loss) related to investment in subsidiaries
|
|
1.8
|
|
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
||||||
Net income (loss)
|
|
$
|
(15.1
|
)
|
|
$
|
—
|
|
|
$
|
1.8
|
|
|
$
|
(1.6
|
)
|
|
$
|
1.2
|
|
|
$
|
(13.7
|
)
|
|
|
Six Months Ended June 30, 2014
|
||||||||||||||||||||||
(amounts in millions)
|
|
LP
Co-issuer |
|
Finance
Co-issuer |
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations/Consolidations(1)
|
|
Total
|
||||||||||||
Revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
156.6
|
|
|
$
|
2.6
|
|
|
$
|
—
|
|
|
$
|
159.2
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property operating expenses
|
|
—
|
|
|
—
|
|
|
58.3
|
|
|
1.2
|
|
|
—
|
|
|
59.5
|
|
||||||
Sales and marketing
|
|
—
|
|
|
—
|
|
|
6.4
|
|
|
0.1
|
|
|
—
|
|
|
6.5
|
|
||||||
General and administrative
|
|
—
|
|
|
—
|
|
|
15.6
|
|
|
0.1
|
|
|
—
|
|
|
15.7
|
|
||||||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
55.9
|
|
|
1.5
|
|
|
—
|
|
|
57.4
|
|
||||||
Transaction costs
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
||||||
Total costs and expenses
|
|
—
|
|
|
—
|
|
|
137.1
|
|
|
2.9
|
|
|
—
|
|
|
140.0
|
|
||||||
Operating income (loss)
|
|
—
|
|
|
—
|
|
|
19.5
|
|
|
(0.3
|
)
|
|
—
|
|
|
19.2
|
|
||||||
Interest expense
|
|
19.3
|
|
|
—
|
|
|
0.3
|
|
|
1.8
|
|
|
—
|
|
|
21.4
|
|
||||||
Income (loss) before income taxes
|
|
(19.3
|
)
|
|
—
|
|
|
19.2
|
|
|
(2.1
|
)
|
|
—
|
|
|
(2.2
|
)
|
||||||
Income tax expense
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
||||||
Partnership earnings (loss) related to investment in subsidiaries
|
|
16.4
|
|
|
—
|
|
|
(2.1
|
)
|
|
—
|
|
|
(14.3
|
)
|
|
—
|
|
||||||
Net income (loss)
|
|
$
|
(2.9
|
)
|
|
$
|
—
|
|
|
$
|
16.4
|
|
|
$
|
(2.1
|
)
|
|
$
|
(14.3
|
)
|
|
$
|
(2.9
|
)
|
|
|
Six Months Ended June 30, 2015
|
||||||||||||||||||||||
(amounts in millions)
|
|
LP
Co-issuer |
|
Finance
Co-issuer |
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations/Consolidations
|
|
Total
|
||||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net (loss) income
|
|
$
|
(15.1
|
)
|
|
$
|
—
|
|
|
$
|
1.8
|
|
|
$
|
(1.6
|
)
|
|
$
|
1.2
|
|
|
$
|
(13.7
|
)
|
Partnership income (loss) related to investment in subsidiaries
|
|
(1.8
|
)
|
|
—
|
|
|
1.6
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
||||||
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
61.2
|
|
|
1.3
|
|
|
—
|
|
|
62.5
|
|
||||||
Noncash interest expense
|
|
1.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
6.2
|
|
|
—
|
|
|
—
|
|
|
6.2
|
|
||||||
Provision for bad debt write off
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||||
Asset impairments
|
|
—
|
|
|
—
|
|
|
8.6
|
|
|
—
|
|
|
—
|
|
|
8.6
|
|
||||||
Change in operating assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Rent receivables and other assets
|
|
(2.9
|
)
|
|
—
|
|
|
(6.6
|
)
|
|
1.7
|
|
|
—
|
|
|
(7.8
|
)
|
||||||
Accounts payable and accrued expenses
|
|
13.0
|
|
|
—
|
|
|
(7.7
|
)
|
|
0.1
|
|
|
—
|
|
|
5.4
|
|
||||||
Deferred revenues
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||||
Due to affiliates
|
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
||||||
Net cash (used in) provided by operating activities
|
|
(5.4
|
)
|
|
—
|
|
|
64.2
|
|
|
1.5
|
|
|
1.4
|
|
|
61.7
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures - acquisitions of real estate
|
|
—
|
|
|
—
|
|
|
(17.3
|
)
|
|
—
|
|
|
—
|
|
|
(17.3
|
)
|
||||||
Capital expenditures - other development
|
|
—
|
|
|
—
|
|
|
(74.4
|
)
|
|
0.2
|
|
|
—
|
|
|
(74.2
|
)
|
||||||
Investments in and loans to subsidiaries
|
|
—
|
|
|
—
|
|
|
373.3
|
|
|
—
|
|
|
(373.3
|
)
|
|
—
|
|
||||||
Intercompany borrowings
|
|
(70.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70.0
|
|
|
—
|
|
||||||
Return of investment
|
|
39.2
|
|
|
—
|
|
|
(5.2
|
)
|
|
—
|
|
|
(34.0
|
)
|
|
—
|
|
||||||
Net cash provided by (used in) investing activities
|
|
(30.8
|
)
|
|
—
|
|
|
276.4
|
|
|
0.2
|
|
|
(337.3
|
)
|
|
(91.5
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Issuance of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
799.3
|
|
|
799.3
|
|
||||||
Stock issuance costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
(0.6
|
)
|
||||||
Acquisition of partnership units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(426.0
|
)
|
|
(426.0
|
)
|
||||||
Distributions paid
|
|
(33.8
|
)
|
|
—
|
|
|
(33.8
|
)
|
|
—
|
|
|
33.8
|
|
|
(33.8
|
)
|
||||||
Intercompany borrowings
|
|
—
|
|
|
—
|
|
|
70.0
|
|
|
—
|
|
|
(70.0
|
)
|
|
—
|
|
||||||
Borrowings from revolving credit agreement
|
|
70.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70.0
|
|
||||||
Payments on capital leases and other financing arrangements
|
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
(2.1
|
)
|
||||||
Contributions/distributions from parent
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
(0.6
|
)
|
|
—
|
|
||||||
Net cash (used in) provided by financing activities
|
|
36.2
|
|
|
—
|
|
|
34.6
|
|
|
0.1
|
|
|
335.9
|
|
|
406.8
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
375.2
|
|
|
1.8
|
|
|
—
|
|
|
377.0
|
|
||||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
—
|
|
|
33.5
|
|
|
3.0
|
|
|
—
|
|
|
36.5
|
|
||||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
408.7
|
|
|
$
|
4.8
|
|
|
$
|
—
|
|
|
$
|
413.5
|
|
|
|
Six Months Ended June 30, 2014
|
||||||||||||||||||||||
(amounts in millions)
|
|
LP
Co-issuer |
|
Finance
Co-issuer |
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations/Consolidations(1)
|
|
Total
|
||||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net (loss) income
|
|
$
|
(2.9
|
)
|
|
$
|
—
|
|
|
$
|
16.4
|
|
|
$
|
(2.1
|
)
|
|
$
|
(14.3
|
)
|
|
$
|
(2.9
|
)
|
Partnership income (loss) related to investment in subsidiaries
|
|
(16.4
|
)
|
|
—
|
|
|
2.1
|
|
|
—
|
|
|
14.3
|
|
|
—
|
|
||||||
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
55.9
|
|
|
1.5
|
|
|
—
|
|
|
57.4
|
|
||||||
Noncash interest expense
|
|
1.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.8
|
|
||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
5.0
|
|
|
—
|
|
|
—
|
|
|
5.0
|
|
||||||
Provision for bad debt write off
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
||||||
Change in operating assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Rent receivables and other assets
|
|
(0.1
|
)
|
|
—
|
|
|
(29.7
|
)
|
|
(1.6
|
)
|
|
—
|
|
|
(31.4
|
)
|
||||||
Accounts payable and accrued expenses
|
|
4.8
|
|
|
—
|
|
|
(2.8
|
)
|
|
0.5
|
|
|
—
|
|
|
2.5
|
|
||||||
Deferred revenues
|
|
—
|
|
|
—
|
|
|
11.2
|
|
|
(0.4
|
)
|
|
—
|
|
|
10.8
|
|
||||||
Due to affiliates
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||||
Net cash (used in) provided by operating activities
|
|
(12.8
|
)
|
|
—
|
|
|
58.9
|
|
|
(2.1
|
)
|
|
—
|
|
|
44.0
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures - other development
|
|
—
|
|
|
—
|
|
|
(116.8
|
)
|
|
—
|
|
|
—
|
|
|
(116.8
|
)
|
||||||
Intercompany borrowings
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
||||||
Return of investment
|
|
37.3
|
|
|
—
|
|
|
(13.3
|
)
|
|
—
|
|
|
(24.0
|
)
|
|
—
|
|
||||||
Net cash provided by (used in) investing activities
|
|
37.3
|
|
|
—
|
|
|
(129.9
|
)
|
|
(0.2
|
)
|
|
(24.0
|
)
|
|
(116.8
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Stock issuance costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Distributions paid
|
|
(24.0
|
)
|
|
—
|
|
|
(24.0
|
)
|
|
—
|
|
|
24.0
|
|
|
(24.0
|
)
|
||||||
Payments on capital leases and other financing arrangements
|
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
(2.2
|
)
|
||||||
Contributions (distributions) from parent guarantor
|
|
(0.5
|
)
|
|
—
|
|
|
(5.1
|
)
|
|
5.1
|
|
|
—
|
|
|
(0.5
|
)
|
||||||
Net cash (used in) provided by financing activities
|
|
(24.5
|
)
|
|
—
|
|
|
(31.0
|
)
|
|
4.8
|
|
|
24.0
|
|
|
(26.7
|
)
|
||||||
Net (decrease) increase in cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
(102.0
|
)
|
|
2.5
|
|
|
—
|
|
|
(99.5
|
)
|
||||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
—
|
|
|
146.8
|
|
|
2.0
|
|
|
—
|
|
|
148.8
|
|
||||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
44.8
|
|
|
$
|
4.5
|
|
|
$
|
—
|
|
|
$
|
49.3
|
|
|
|
|
|
|
Operating Net Rentable Square Feet (NRSF)
(a)
|
Powered
Shell
Available
for Future
Development
(NRSF)
(j)
|
|
Available UPS Capacity (MW)
(k)
|
||||||||||||||||||||||||
Facilities
|
Metro
Area
|
|
Annualized
Rent
(b)
|
|
Colocation
Space
(CSF)
(c)
|
|
CSF Leased
(d)
|
|
CSF
Utilized (e) |
|
Office &
Other
(f)
|
|
Office & Other Leased
(g)
|
|
Supporting
Infrastructure
(h)
|
|
Total
(i)
|
|
||||||||||||||
Westway Park Blvd., Houston, TX (Houston West 1)
|
Houston
|
|
$
|
50,120,319
|
|
|
112,133
|
|
|
96
|
%
|
|
96
|
%
|
|
10,563
|
|
|
98
|
%
|
|
36,756
|
|
|
159,452
|
|
|
3,000
|
|
|
28
|
|
West Seventh St., Cincinnati, OH (7th Street)***
|
Cincinnati
|
|
39,841,018
|
|
|
212,664
|
|
|
93
|
%
|
|
94
|
%
|
|
5,744
|
|
|
100
|
%
|
|
171,561
|
|
|
389,969
|
|
|
37,000
|
|
|
13
|
|
|
S. State Highway 121 Business Lewisville, TX (Lewisville)*
|
Dallas
|
|
38,765,999
|
|
|
108,687
|
|
|
96
|
%
|
|
96
|
%
|
|
11,374
|
|
|
97
|
%
|
|
59,345
|
|
|
179,406
|
|
|
—
|
|
|
18
|
|
|
W. Frankford, Carrollton, TX (Frankford)
|
Dallas
|
|
29,031,224
|
|
|
226,604
|
|
|
74
|
%
|
|
80
|
%
|
|
23,935
|
|
|
89
|
%
|
|
70,181
|
|
|
320,720
|
|
|
272,000
|
|
|
18
|
|
|
Southwest Fwy., Houston, TX (Galleria)
|
Houston
|
|
26,631,518
|
|
|
63,469
|
|
|
75
|
%
|
|
76
|
%
|
|
23,259
|
|
|
51
|
%
|
|
24,927
|
|
|
111,655
|
|
|
—
|
|
|
14
|
|
|
Kingsview Dr., Lebanon, OH (Lebanon)
|
Cincinnati
|
|
23,294,731
|
|
|
65,303
|
|
|
76
|
%
|
|
87
|
%
|
|
44,886
|
|
|
72
|
%
|
|
52,950
|
|
|
163,139
|
|
|
65,000
|
|
|
14
|
|
|
South Ellis Street Chandler, AZ (Phoenix 1)
|
Phoenix
|
|
23,144,664
|
|
|
77,504
|
|
|
100
|
%
|
|
100
|
%
|
|
34,501
|
|
|
11
|
%
|
|
39,129
|
|
|
151,134
|
|
|
31,000
|
|
|
27
|
|
|
Westover Hills Blvd, San Antonio, TX (San Antonio 1)
|
San Antonio
|
|
20,207,945
|
|
|
43,843
|
|
|
100
|
%
|
|
100
|
%
|
|
5,989
|
|
|
83
|
%
|
|
45,606
|
|
|
95,438
|
|
|
11,000
|
|
|
12
|
|
|
Industrial Rd., Florence, KY (Florence)
|
Cincinnati
|
|
15,033,622
|
|
|
52,698
|
|
|
100
|
%
|
|
100
|
%
|
|
46,848
|
|
|
87
|
%
|
|
40,374
|
|
|
139,920
|
|
|
—
|
|
|
9
|
|
|
Westway Park Blvd., Houston, TX (Houston West 2)
|
Houston
|
|
15,540,148
|
|
|
79,492
|
|
|
78
|
%
|
|
80
|
%
|
|
3,355
|
|
|
62
|
%
|
|
55,018
|
|
|
137,865
|
|
|
12,000
|
|
|
12
|
|
|
Metropolis Dr., Austin, TX (Austin 2)
|
Austin
|
|
12,061,694
|
|
|
43,772
|
|
|
92
|
%
|
|
96
|
%
|
|
1,821
|
|
|
100
|
%
|
|
22,430
|
|
|
68,023
|
|
|
—
|
|
|
5
|
|
|
Knightsbridge Dr., Hamilton, OH (Hamilton)*
|
Cincinnati
|
|
9,433,581
|
|
|
46,565
|
|
|
77
|
%
|
|
78
|
%
|
|
1,077
|
|
|
100
|
%
|
|
35,336
|
|
|
82,978
|
|
|
—
|
|
|
10
|
|
|
South Ellis Street Chandler, AZ (Phoenix 2)
|
Phoenix
|
|
6,567,253
|
|
|
72,116
|
|
|
51
|
%
|
|
100
|
%
|
|
5,618
|
|
|
38
|
%
|
|
25,516
|
|
|
103,250
|
|
|
4,000
|
|
|
12
|
|
|
Parkway Dr., Mason, OH (Mason)
|
Cincinnati
|
|
5,896,601
|
|
|
34,072
|
|
|
100
|
%
|
|
100
|
%
|
|
26,458
|
|
|
98
|
%
|
|
17,193
|
|
|
77,723
|
|
|
—
|
|
|
4
|
|
|
E. Ben White Blvd., Austin, TX (Austin 1)****
|
Austin
|
|
5,875,218
|
|
|
16,223
|
|
|
87
|
%
|
|
87
|
%
|
|
21,476
|
|
|
100
|
%
|
|
7,517
|
|
|
45,216
|
|
|
—
|
|
|
2
|
|
|
Midway Rd., Carrollton, TX (Midway)**
|
Dallas
|
|
5,408,662
|
|
|
8,390
|
|
|
100
|
%
|
|
100
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
8,390
|
|
|
—
|
|
|
1
|
|
|
Kestral Way (London)**
|
London
|
|
4,004,573
|
|
|
10,000
|
|
|
99
|
%
|
|
99
|
%
|
|
—
|
|
|
—
|
%
|
|
514
|
|
|
10,514
|
|
|
—
|
|
|
1
|
|
|
Springer St., Lombard, IL (Lombard)
|
Chicago
|
|
2,277,899
|
|
|
13,516
|
|
|
72
|
%
|
|
73
|
%
|
|
4,115
|
|
|
100
|
%
|
|
12,230
|
|
|
29,861
|
|
|
29,000
|
|
|
3
|
|
|
Marsh Lane, Carrollton, TX (Marsh Ln)**
|
Dallas
|
|
2,296,022
|
|
|
4,245
|
|
|
100
|
%
|
|
100
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
4,245
|
|
|
—
|
|
|
1
|
|
|
Goldcoast Dr., Cincinnati, OH (Goldcoast)
|
Cincinnati
|
|
1,493,607
|
|
|
2,728
|
|
|
100
|
%
|
|
100
|
%
|
|
5,280
|
|
|
100
|
%
|
|
16,481
|
|
|
24,489
|
|
|
14,000
|
|
|
1
|
|
|
Bryan St., Dallas, TX (Bryan St)**
|
Dallas
|
|
934,154
|
|
|
3,020
|
|
|
51
|
%
|
|
51
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
3,020
|
|
|
—
|
|
|
1
|
|
|
Westway Park Blvd., Houston, TX (Houston West 3)
|
Houston
|
|
423,504
|
|
|
—
|
|
|
—
|
%
|
|
—
|
%
|
|
8,564
|
|
|
100
|
%
|
|
5,304
|
|
|
13,868
|
|
|
—
|
|
|
—
|
|
|
McAuley Place, Blue Ash, OH (Blue Ash)*
|
Cincinnati
|
|
531,436
|
|
|
6,193
|
|
|
39
|
%
|
|
39
|
%
|
|
6,950
|
|
|
100
|
%
|
|
2,166
|
|
|
15,309
|
|
|
—
|
|
|
1
|
|
|
E. Monroe St., South Bend, IN (Monroe St.)
|
South Bend
|
|
488,599
|
|
|
6,350
|
|
|
24
|
%
|
|
24
|
%
|
|
—
|
|
|
—
|
%
|
|
6,478
|
|
|
12,828
|
|
|
4,000
|
|
|
1
|
|
|
Crescent Circle, South Bend, IN (Blackthorn)*
|
South Bend
|
|
413,359
|
|
|
3,432
|
|
|
32
|
%
|
|
40
|
%
|
|
—
|
|
|
—
|
%
|
|
5,125
|
|
|
8,557
|
|
|
11,000
|
|
|
1
|
|
|
Jurong East (Singapore)**
|
Singapore
|
|
302,005
|
|
|
3,200
|
|
|
19
|
%
|
|
19
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
3,200
|
|
|
—
|
|
|
1
|
|
|
Ridgetop Circle, Sterling, VA (Northern Virginia)
|
Sterling
|
|
644,933
|
|
|
37,485
|
|
|
85
|
%
|
|
98
|
%
|
|
1,160
|
|
|
100
|
%
|
|
38,118
|
|
|
76,763
|
|
|
6,000
|
|
|
6
|
|
|
Total
|
|
|
$
|
340,664,288
|
|
|
1,353,704
|
|
|
84
|
%
|
|
90
|
%
|
|
292,973
|
|
|
76
|
%
|
|
790,255
|
|
|
2,436,932
|
|
|
499,000
|
|
|
210
|
|
*
|
Indicates properties in which we hold a leasehold interest in the building shell and land. All data center infrastructure has been constructed by us and owned by us.
|
**
|
Indicates properties in which we hold a leasehold interest in the building shell, land, and all data center infrastructure.
|
***
|
The information provided for the West Seventh Street (7th St.) property includes data for two facilities, one of which we lease and one of which we own.
|
(a)
|
Represents the total square feet of a building under lease or available for lease based on engineers' drawings and estimates but does not include space held for development or space used by CyrusOne.
|
(b)
|
Represents monthly contractual rent (defined as cash rent including customer reimbursements for metered power) under existing customer leases as of
June 30, 2015
, multiplied by 12. For the month of
June 2015
, customer reimbursements were $41.5 million annualized and consisted of reimbursements by customers across all facilities with separately metered power. Customer reimbursements under leases with separately metered power vary from month-to-month based on factors such as our customers' utilization of power and the suppliers' pricing of power. From
April 1, 2013
through
June 30, 2015
, customer reimbursements under leases with separately metered power constituted between 8.9% and 14.2% of annualized rent. After giving effect to abatements, free rent and other straight-line adjustments, our annualized effective rent as of
June 30, 2015
was $350.2 million. Our annualized effective rent was greater than our annualized rent as of
June 30, 2015
because our positive straight-line and other adjustments and amortization of deferred revenue exceeded our negative straight-line adjustments due to factors such as the timing of contractual rent escalations and customer prepayments for services.
|
(c)
|
CSF represents the NRSF at an operating facility that is currently leased or readily available for lease as colocation space, where customers locate their servers and other IT equipment.
|
(d)
|
Percent leased is determined based on CSF being billed to customers under signed leases as of
June 30, 2015
divided by total CSF. Leases signed but not commenced as of
June 30, 2015
, are not included.
|
(e)
|
Utilization is calculated by dividing CSF under signed leases for colocation space (whether or not the customer has occupied the space) by total CSF.
|
(f)
|
Represents the NRSF at an operating facility that is currently leased or readily available for lease as space other than CSF, which is typically office and other space.
|
(g)
|
Percent leased is determined based on Office & Other space being billed to customers under signed leases as of
June 30, 2015
divided by total Office & Other space. Leases signed but not commenced as of
June 30, 2015
are not included.
|
(h)
|
Represents infrastructure support space, including mechanical, telecommunications and utility rooms, as well as building common areas.
|
(i)
|
Represents the NRSF at an operating facility that is currently leased or readily available for lease. This excludes existing vacant space held for development.
|
(j)
|
Represents space that is under roof that could be developed in the future for operating NRSF, rounded to the nearest 1,000.
|
(k)
|
UPS capacity (also referred to as critical load) represents the aggregate power available for lease and exclusive use by customers from the facility’s installed universal power supplies (UPS) expressed in terms of megawatts. The capacity reported is for non-redundant megawatts, as we can develop flexible solutions to our customers at multiple resiliency levels. Does not sum to total due to rounding.
|
|
|
|
|
NRSF Under Development
(a)
|
|
|
|
Under Development Costs
(b)
|
||||||||||||||||||
Facilities
|
|
Metropolitan
Area
|
|
Colocation Space
(CSF)
|
|
Office & Other
|
|
Supporting
Infrastructure
|
|
Powered Shell
(c)
|
|
Total
|
|
UPS MW Capacity
(d)
|
|
Actual to
Date
(e)
|
Estimated
Costs to
Completion
|
Total
|
||||||||
Westover Hills Blvd. (San Antonio 2)
|
|
San Antonio
|
|
30,000
|
|
|
20,000
|
|
|
25,000
|
|
|
49,000
|
|
|
124,000
|
|
|
3.0
|
|
|
28
|
|
12-15
|
40-43
|
|
Westway Park Blvd. (Houston West 3)
|
|
Houston
|
|
53,000
|
|
|
—
|
|
|
32,000
|
|
|
213,000
|
|
|
298,000
|
|
|
6.0
|
|
|
32
|
|
21-24
|
53-56
|
|
Phoenix 3
|
|
Phoenix
|
|
—
|
|
|
—
|
|
|
—
|
|
|
150,000
|
|
|
150,000
|
|
|
—
|
|
|
1
|
|
10-12
|
11-13
|
|
Metropolis Drive (Austin 4)
|
|
Austin
|
|
62,000
|
|
|
15,000
|
|
|
22,000
|
|
|
67,000
|
|
|
166,000
|
|
|
3.0
|
|
|
21
|
|
20-24
|
41-45
|
|
Ridgetop Circle, Sterling, VA (Northern Virginia)
|
|
Northern Virginia
|
|
37,000
|
|
|
—
|
|
|
15,000
|
|
|
—
|
|
|
52,000
|
|
|
—
|
|
|
6
|
|
6-9
|
12-15
|
|
Total
|
|
|
|
182,000
|
|
|
35,000
|
|
|
94,000
|
|
|
479,000
|
|
|
790,000
|
|
|
12.0
|
|
|
$
|
88
|
|
$69-84
|
$157-172
|
(a)
|
Represents NRSF at a facility for which activities have commenced or are expected to commence in the next 2 quarters to prepare the space for its intended use. Estimates and timing are subject to change.
|
(b)
|
Represents management’s estimate of the total costs required to complete the current NRSF under development. There may be an increase in costs if customers require greater power density.
|
(c)
|
Represents NRSF under construction that, upon completion, will be powered shell available for future development into operating NRSF.
|
(d)
|
UPS Capacity (also referred to as critical load) represents the aggregate power available for lease to and exclusive use by customers from the facility’s installed universal power supplies (UPS) expressed in terms of megawatts. The capacity presented is for non-redundant megawatts, as we can develop flexible solutions to our customers at multiple resiliency levels.
|
(e)
|
Actual to date is the cash investment as of
June 30, 2015
. There may be accruals above this amount for work completed, for which cash has not yet been paid.
|
|
Principal Customer Industry
|
|
Number of
Locations |
|
Annualized
Rent (b) |
|
Percentage of
Portfolio Annualized Rent (c) |
|
Weighted
Average Remaining Lease Term in Months (d) |
||||
1
|
Information Technology
|
|
3
|
|
$
|
16,768,167
|
|
|
4.9
|
%
|
|
36.2
|
|
2
|
Energy
|
|
1
|
|
15,387,719
|
|
|
4.5
|
%
|
|
36.1
|
|
|
3
|
Telecommunication Services
|
|
2
|
|
15,226,014
|
|
|
4.5
|
%
|
|
35.1
|
|
|
4
|
Information Technology
|
|
1
|
|
14,608,719
|
|
|
4.3
|
%
|
|
45.0
|
|
|
5
|
Research and Consulting Services
|
|
3
|
|
14,010,584
|
|
|
4.1
|
%
|
|
28.7
|
|
|
6
|
Energy
|
|
5
|
|
13,233,348
|
|
|
3.9
|
%
|
|
23.1
|
|
|
7
|
Telecommunications (CBI)
(e)
|
|
7
|
|
12,153,999
|
|
|
3.6
|
%
|
|
21.7
|
|
|
8
|
Industrials
|
|
3
|
|
8,687,906
|
|
|
2.6
|
%
|
|
19.5
|
|
|
9
|
Information Technology
|
|
2
|
|
7,971,772
|
|
|
2.3
|
%
|
|
24.8
|
|
|
10
|
Financials
|
|
1
|
|
6,600,225
|
|
|
1.9
|
%
|
|
59.0
|
|
|
11
|
Information Technology
|
|
1
|
|
6,564,853
|
|
|
1.9
|
%
|
|
113.0
|
|
|
12
|
Information Technology
|
|
1
|
|
6,306,022
|
|
|
1.9
|
%
|
|
5.9
|
|
|
13
|
Financials
|
|
8
|
|
5,651,666
|
|
|
1.7
|
%
|
|
59.8
|
|
|
14
|
Telecommunication Services
|
|
5
|
|
5,475,204
|
|
|
1.6
|
%
|
|
46.0
|
|
|
15
|
Energy
|
|
3
|
|
5,441,010
|
|
|
1.6
|
%
|
|
12.9
|
|
|
16
|
Energy
|
|
2
|
|
5,084,334
|
|
|
1.5
|
%
|
|
27.8
|
|
|
17
|
Consumer Staples
|
|
1
|
|
5,053,152
|
|
|
1.5
|
%
|
|
82.5
|
|
|
18
|
Information Technology
|
|
1
|
|
4,868,320
|
|
|
1.4
|
%
|
|
68.0
|
|
|
19
|
Energy
|
|
1
|
|
4,549,982
|
|
|
1.3
|
%
|
|
13.2
|
|
|
20
|
Information Technology
|
|
3
|
|
4,202,206
|
|
|
1.2
|
%
|
|
57.6
|
|
|
|
|
|
|
|
$
|
177,845,202
|
|
|
52.2
|
%
|
|
37.8
|
|
(a)
|
Includes affiliates.
|
(b)
|
Represents monthly contractual rent (defined as cash rent including customer reimbursements for metered power) under existing customer leases as of
June 30, 2015
, multiplied by 12. For the month of
June 2015
, our total portfolio annualized rent was
$340.7 million
, and customer reimbursements were
$41.5 million
annualized, consisting of reimbursements by customers across all facilities with separately metered power. Customer reimbursements under leases with separately metered power vary from month-to-month based on factors such as our customers’ utilization of power and the suppliers’ pricing of power. From
April 1, 2013
through
June 30, 2015
, customer reimbursements under leases with separately metered power constituted between
8.9%
and
14.2%
of annualized rent. After giving effect to abatements, free rent and other straight-line adjustments, our annualized effective rent for our portfolio as of
June 30, 2015
was
$350.2
million. Our annualized effective rent was greater than our annualized rent as of
June 30, 2015
because our positive straight-line and other adjustments and amortization of deferred revenue exceeded our negative straight-line adjustments due to factors such as the timing of contractual rent escalations and customer prepayments for services.
|
(c)
|
Represents the customer’s total annualized rent divided by the total annualized rent in the portfolio as of
June 30, 2015
, which was approximately
$340.7 million
.
|
(d)
|
Weighted average based on customer’s percentage of total annualized rent expiring and is as of
June 30, 2015
, assuming that customers exercise no renewal options and exercise all early termination rights that require payment of less than 50% of the remaining rents. Early termination rights that require payment of 50% or more of the remaining lease payments are not assumed to be exercised because such payments approximate the profitability margin of leasing that space to the customer, such that we do not consider early termination to be economically detrimental to us.
|
(e)
|
Includes information for both Cincinnati Bell Technology Solutions (CBTS) and Cincinnati Bell Telephone and two customers that have contracts with CBTS. We expect the contracts for these two customers to be assigned to us, but the consents for such assignments have not yet been obtained. Excluding these customers, Cincinnati Bell Inc. and subsidiaries represented 2.45% of our annualized rent as of
June 30, 2015
. During the second quarter, a subsidiary of one of the customers with contracts with CBTS had the contracts assigned to us.
|
NRSF Under Lease
(a)
|
|
Number of
Customers (b) |
|
Percentage of
All Customers |
|
Total Leased
NRSF (c) |
|
Percentage of
Portfolio Leased NRSF |
|
Annualized
Rent (d) |
|
Percentage of
Annualized Rent |
|||||||
0-999
|
|
510
|
|
|
74
|
%
|
|
102,346
|
|
|
5
|
%
|
|
$
|
42,828,735
|
|
|
13
|
%
|
1000-2499
|
|
66
|
|
|
9
|
%
|
|
104,560
|
|
|
5
|
%
|
|
21,400,298
|
|
|
6
|
%
|
|
2500-4999
|
|
39
|
|
|
6
|
%
|
|
139,884
|
|
|
7
|
%
|
|
28,055,610
|
|
|
8
|
%
|
|
5000-9999
|
|
28
|
|
|
4
|
%
|
|
208,318
|
|
|
10
|
%
|
|
50,794,258
|
|
|
15
|
%
|
|
10000+
|
|
46
|
|
|
7
|
%
|
|
1,479,348
|
|
|
73
|
%
|
|
197,585,388
|
|
|
58
|
%
|
|
Total
|
|
689
|
|
|
100
|
%
|
|
2,034,456
|
|
|
100
|
%
|
|
$
|
340,664,289
|
|
|
100
|
%
|
(a)
|
Represents all leases in our portfolio, including colocation, office and other leases.
|
(b)
|
Represents the number of customers occupying data center, office and other space as of
June 30, 2015
. This may vary from total customer count as some customers may be under contract, but have yet to occupy space.
|
(c)
|
Represents the total square feet at a facility under lease and that has commenced billing, excluding space held for development or space used by CyrusOne. A customer’s leased NRSF is estimated based on such customer’s direct CSF or office and light-industrial space plus management’s estimate of infrastructure support space, including mechanical, telecommunications and utility rooms, as well as building common areas.
|
(d)
|
Represents monthly contractual rent (defined as cash rent including customer reimbursements for metered power) under existing customer leases as of
June 30, 2015
, multiplied by 12. For the month of
June 2015
, customer reimbursements were
$41.5 million
annualized and consisted of reimbursements by customers across all facilities with separately metered power. Customer reimbursements under leases with separately metered power vary from month-to-month based on factors such as our customers’ utilization of power and the suppliers’ pricing of power. From
April 1, 2013
through
June 30, 2015
, customer reimbursements under leases with separately metered power constituted between
8.9%
and
14.2%
of annualized rent. After giving effect to abatements, free rent and other straight-line adjustments, our annualized effective rent as of
June 30, 2015
was
$350.2
million. Our annualized effective rent was greater than our annualized rent as of
June 30, 2015
because our positive straight-line and other adjustments and amortization of deferred revenue exceeded our negative straight-line adjustments due to factors such as the timing of contractual rent escalations and customer prepayments for services.
|
Year
(a)
|
|
Number of
Leases Expiring (b) |
|
Total Operating
NRSF Expiring |
|
Percentage of
Total NRSF |
|
Annualized
Rent (c) |
|
Percentage of
Annualized Rent |
|
Annualized Rent
at Expiration (d) |
|
Percentage of
Annualized Rent at Expiration |
|||||||||
Available
|
|
|
|
402,476
|
|
|
17
|
%
|
|
|
|
|
|
|
|
|
|||||||
Month-to-Month
|
|
208
|
|
|
23,871
|
|
|
1
|
%
|
|
$
|
5,809,309
|
|
|
2
|
%
|
|
$
|
6,013,918
|
|
|
2
|
%
|
2015
|
|
435
|
|
|
266,719
|
|
|
11
|
%
|
|
31,023,817
|
|
|
9
|
%
|
|
31,125,072
|
|
|
9
|
%
|
||
2016
|
|
772
|
|
|
238,810
|
|
|
10
|
%
|
|
63,177,418
|
|
|
18
|
%
|
|
63,980,541
|
|
|
17
|
%
|
||
2017
|
|
830
|
|
|
352,332
|
|
|
15
|
%
|
|
58,273,926
|
|
|
17
|
%
|
|
60,193,362
|
|
|
16
|
%
|
||
2018
|
|
542
|
|
|
299,489
|
|
|
12
|
%
|
|
73,151,523
|
|
|
21
|
%
|
|
75,872,942
|
|
|
21
|
%
|
||
2019
|
|
221
|
|
|
338,380
|
|
|
14
|
%
|
|
48,126,761
|
|
|
14
|
%
|
|
53,592,511
|
|
|
15
|
%
|
||
2020
|
|
150
|
|
|
249,268
|
|
|
10
|
%
|
|
26,965,414
|
|
|
8
|
%
|
|
31,097,587
|
|
|
9
|
%
|
||
2021
|
|
134
|
|
|
76,525
|
|
|
3
|
%
|
|
15,417,933
|
|
|
5
|
%
|
|
16,375,773
|
|
|
4
|
%
|
||
2022
|
|
11
|
|
|
33,167
|
|
|
1
|
%
|
|
3,647,627
|
|
|
1
|
%
|
|
3,929,246
|
|
|
1
|
%
|
||
2023
|
|
46
|
|
|
59,750
|
|
|
2
|
%
|
|
6,255,504
|
|
|
2
|
%
|
|
8,570,688
|
|
|
2
|
%
|
||
2024 - Thereafter
|
|
20
|
|
|
96,145
|
|
|
4
|
%
|
|
8,815,056
|
|
|
3
|
%
|
|
13,522,558
|
|
|
4
|
%
|
||
Total
|
|
3,369
|
|
|
2,436,932
|
|
|
100
|
%
|
|
$
|
340,664,288
|
|
|
100
|
%
|
|
$
|
364,274,198
|
|
|
100
|
%
|
(a)
|
Leases that were auto-renewed prior to
June 30, 2015
are shown in the calendar year in which their current auto-renewed term expires. Unless otherwise stated in the footnotes, the information set forth in the table assumes that customers exercise no renewal options and exercise all early termination rights that require payment of less than 50% of the remaining rents. Early termination rights that require payment of 50% or more of the remaining lease payments are not assumed to be exercised.
|
(b)
|
Number of leases represents each agreement with a customer. A lease agreement could include multiple spaces and a customer could have multiple leases.
|
(c)
|
Represents monthly contractual rent (defined as cash rent including customer reimbursements for metered power) under existing customer leases as of
June 30, 2015
, multiplied by 12. For the month of
June 2015
, our total portfolio annualized rent was
$340.7 million
, customer reimbursements were
$41.5 million
annualized and consisted of reimbursements by customers across all facilities with separately metered power. Customer reimbursements under leases with separately metered power vary from month-to-month based on factors such as our customers’ utilization of power and the suppliers’ pricing of power. From
April 1, 2013
through
June 30, 2015
, customer reimbursements under leases with separately metered power constituted between
8.9%
and
14.2%
of annualized rent. After giving effect to abatements, free rent and other straight-line adjustments, our annualized effective rent as of
June 30, 2015
was
$350.2
million. Our annualized effective rent was greater than our annualized rent as of
June 30, 2015
because our positive straight-line and other adjustments and amortization of deferred revenue exceeded our negative straight-line adjustments due to factors such as the timing of contractual rent escalations and customer prepayments for services.
|
(d)
|
Represents the final monthly contractual rent under existing customer leases that had commenced as of
June 30, 2015
, multiplied by 12.
|
|
|
Three Months Ended June 30,
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
|
|
||||||||||||||||||
(amounts in millions, except per share data)
|
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
||||||||||||||
Revenue
|
|
$
|
89.1
|
|
|
$
|
81.7
|
|
|
$
|
7.4
|
|
|
9
|
%
|
|
$
|
174.8
|
|
|
$
|
159.2
|
|
|
$
|
15.6
|
|
|
10
|
%
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Property operating expenses
|
|
32.8
|
|
|
31.8
|
|
|
1.0
|
|
|
3
|
%
|
|
65.1
|
|
|
59.5
|
|
|
5.6
|
|
|
9
|
%
|
||||||
Sales and marketing
|
|
2.8
|
|
|
3.5
|
|
|
(0.7
|
)
|
|
(20
|
)%
|
|
5.7
|
|
|
6.5
|
|
|
(0.8
|
)
|
|
(12
|
)%
|
||||||
General and administrative
|
|
9.9
|
|
|
8.4
|
|
|
1.5
|
|
|
18
|
%
|
|
19.0
|
|
|
15.7
|
|
|
3.3
|
|
|
21
|
%
|
||||||
Depreciation and amortization
|
|
31.4
|
|
|
29.8
|
|
|
1.6
|
|
|
5
|
%
|
|
62.5
|
|
|
57.4
|
|
|
5.1
|
|
|
9
|
%
|
||||||
Transaction costs
|
|
9.6
|
|
|
0.8
|
|
|
8.8
|
|
|
1,100
|
%
|
|
9.7
|
|
|
0.9
|
|
|
8.8
|
|
|
978
|
%
|
||||||
Asset impairments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
n/m
|
|
|
8.6
|
|
|
—
|
|
|
8.6
|
|
|
n/m
|
|
||||||
Total costs and expenses
|
|
86.5
|
|
|
74.3
|
|
|
12.2
|
|
|
16
|
%
|
|
170.6
|
|
|
140.0
|
|
|
30.6
|
|
|
22
|
%
|
||||||
Operating income (loss)
|
|
2.6
|
|
|
7.4
|
|
|
(4.8
|
)
|
|
(65
|
)%
|
|
4.2
|
|
|
19.2
|
|
|
(15.0
|
)
|
|
(78
|
)%
|
||||||
Interest expense
|
|
8.7
|
|
|
10.7
|
|
|
(2.0
|
)
|
|
(19
|
)%
|
|
17.1
|
|
|
21.4
|
|
|
(4.3
|
)
|
|
(20
|
)%
|
||||||
Net (loss) income before income taxes
|
|
(6.1
|
)
|
|
(3.3
|
)
|
|
(2.8
|
)
|
|
85
|
%
|
|
(12.9
|
)
|
|
(2.2
|
)
|
|
(10.7
|
)
|
|
486
|
%
|
||||||
Income tax expense
|
|
(0.4
|
)
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|
33
|
%
|
|
(0.8
|
)
|
|
(0.7
|
)
|
|
(0.1
|
)
|
|
14
|
%
|
||||||
Net (loss) income
|
|
(6.5
|
)
|
|
(3.6
|
)
|
|
(2.9
|
)
|
|
81
|
%
|
|
(13.7
|
)
|
|
(2.9
|
)
|
|
(10.8
|
)
|
|
372
|
%
|
||||||
Noncontrolling interest in net (loss) income
|
|
(1.0
|
)
|
|
(2.5
|
)
|
|
1.5
|
|
|
(60
|
)%
|
|
(3.9
|
)
|
|
(2.0
|
)
|
|
(1.9
|
)
|
|
95
|
%
|
||||||
Net (loss) income attributed to common shareholders
|
|
$
|
(5.5
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
(4.4
|
)
|
|
400
|
%
|
|
$
|
(9.8
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
(8.9
|
)
|
|
989
|
%
|
Operating margin
|
|
2.9
|
%
|
|
9.1
|
%
|
|
|
|
|
|
2.4
|
%
|
|
12.1
|
%
|
|
|
|
|
||||||||||
Capital expenditures*:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Acquisitions of real estate
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
n/m
|
|
|
$
|
17.3
|
|
|
$
|
—
|
|
|
$
|
17.3
|
|
|
|
|
Development of real estate
|
|
42.3
|
|
|
66.8
|
|
|
(24.5
|
)
|
|
(37
|
)%
|
|
74.2
|
|
|
116.1
|
|
|
(41.9
|
)
|
|
|
|||||||
Recurring real estate
|
|
—
|
|
|
0.3
|
|
|
(0.3
|
)
|
|
(100
|
)%
|
|
—
|
|
|
0.7
|
|
|
(0.7
|
)
|
|
|
|||||||
Total
|
|
$
|
42.3
|
|
|
$
|
67.1
|
|
|
$
|
(24.8
|
)
|
|
(37
|
)%
|
|
$
|
91.5
|
|
|
$
|
116.8
|
|
|
$
|
(25.3
|
)
|
|
|
|
Metrics information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Colocation square feet*
|
|
1,354,000
|
|
|
1,194,000
|
|
|
160,000
|
|
|
13
|
%
|
|
|
|
|
|
|
|
|
||||||||||
Utilization rate*
|
|
90
|
%
|
|
86
|
%
|
|
4
|
%
|
|
5
|
%
|
|
90
|
%
|
|
86
|
%
|
|
4
|
%
|
|
5
|
%
|
||||||
Loss per share - basic and diluted
|
|
$
|
(0.11
|
)
|
|
$
|
(0.06
|
)
|
|
|
|
|
|
$
|
(0.23
|
)
|
|
$
|
(0.06
|
)
|
|
|
|
|
||||||
Dividend declared per share
|
|
$
|
0.315
|
|
|
$
|
0.210
|
|
|
|
|
|
|
$
|
0.63
|
|
|
$
|
0.42
|
|
|
|
|
|
*
|
See “Key Operating Metrics” set forth in our Annual Report on Form 10-K for the year ended
December 31, 2014
for a definition of capital expenditures, CSF and utilization rate.
|
(amounts in millions)
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total Carrying
Value
|
|
Total Fair
Value
|
||||||||||||||||
Fixed-rate debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
374.8
|
|
|
$
|
374.8
|
|
|
$
|
388.9
|
|
Average interest rate on fixed-rate debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.375
|
%
|
|
6.375
|
%
|
|
—
|
|
||||||||
Variable-rate debt (revolving credit facility)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
205.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
205.0
|
|
|
$
|
205.0
|
|
Average interest rate on variable-rate debt (revolving credit facility)
|
—
|
|
|
—
|
|
|
—
|
|
|
1.906
|
%
|
|
—
|
|
|
—
|
|
|
1.906
|
%
|
|
1.906
|
%
|
||||||||
Variable-rate debt (term loan)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
150.0
|
|
|
$
|
—
|
|
|
$
|
150.0
|
|
|
$
|
150.0
|
|
Average interest rate on variable-rate debt (term loan)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.864
|
%
|
|
—
|
|
|
1.864
|
%
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1.864
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%
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CyrusOne Inc.
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By:
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/s/ Gary J. Wojtaszek
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Gary J. Wojtaszek
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President, Chief Executive Officer, and Director
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By:
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/s/ Kimberly H. Sheehy
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Kimberly H. Sheehy
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Chief Financial and Administrative Officer (and in her capacity as Acting Chief Accounting Officer)
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CyrusOne LP
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By: CyrusOne Inc., as sole trustee of CyrusOne GP, sole general partner of CyrusOne LP
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By:
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/s/ Gary J. Wojtaszek
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Gary J. Wojtaszek
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President, Chief Executive Officer, and Director of CyrusOne Inc.
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By:
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/s/ Kimberly H. Sheehy
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Kimberly H. Sheehy
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Chief Financial and Administrative Officer of CyrusOne Inc. (and in her capacity as Acting Chief Accounting Officer)
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1.
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I have reviewed this quarterly report on Form 10-Q of CyrusOne Inc. (“registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: August 7, 2015
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/s/ Gary J. Wojtaszek
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Gary J. Wojtaszek
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President and Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of CyrusOne Inc. (“registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: August 7, 2015
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/s/ Kimberly H. Sheehy
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Kimberly H. Sheehy
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Chief Financial Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of CyrusOne LP (“registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: August 7, 2015
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/s/ Gary J. Wojtaszek
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Gary J. Wojtaszek
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President and Chief Executive Officer
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CyrusOne Inc., sole trustee of
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CyrusOne GP, sole general partner of
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CyrusOne LP
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1.
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I have reviewed this quarterly report on Form 10-Q of CyrusOne LP (“registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: August 7, 2015
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/s/ Kimberly H. Sheehy
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Kimberly H. Sheehy
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Chief Financial Officer
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CyrusOne Inc., sole trustee of
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CyrusOne GP, sole general partner of
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CyrusOne LP
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Gary J. Wojtaszek
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Gary J. Wojtaszek
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President and Chief Executive Officer
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August 7, 2015
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Kimberly H. Sheehy
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Kimberly H. Sheehy
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Chief Financial Officer
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August 7, 2015
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Gary J. Wojtaszek
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Gary J. Wojtaszek
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President and Chief Executive Officer
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CyrusOne Inc., sole trustee of
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CyrusOne GP, sole general partner of
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CyrusOne LP
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August 7, 2015
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Kimberly H. Sheehy
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Kimberly H. Sheehy
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Chief Financial Officer
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CyrusOne Inc., sole trustee of
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CyrusOne GP, sole general partner of
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CyrusOne LP
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August 7, 2015
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