EX-99.2 3 qts-20201026x8kexx992.htm EX-99.2 Document

Exhibit 99.2
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Table of Contents
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QTS Q3 Earnings 2020
Contact: IR@qtsdatacenters.com

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Forward Looking Statements
Some of the statements contained in this document constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In particular, statements pertaining to the COVID-19 pandemic, its impact on the Company and the Company’s response thereto and to the Company’s strategy, plans, intentions, capital resources, liquidity, portfolio performance, results of operations, anticipated growth in our funds from operations and anticipated market conditions contain forward-looking statements. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters.
The forward-looking statements contained in this document reflect the Company’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause actual results to differ significantly from those expressed in any forward-looking statement. The Company does not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: adverse economic or real estate developments in the Company’s markets or the technology industry; obsolescence or reduction in marketability of our infrastructure due to changing industry demands; global, national and local economic conditions; risks related to the COVID-19 pandemic, including, but not limited to, the risk of business and/or operational disruptions, disruption of the Company’s customers’ businesses that could affect their ability to make rental payments to the Company, supply chain disruptions and delays in the construction or development of the Company’s data centers; risks related to our international operations; difficulties in identifying properties to acquire and completing acquisitions; the Company’s failure to successfully develop, redevelop and operate acquired properties or lines of business; significant increases in construction and development costs; the increasingly competitive environment in which the Company operates; defaults on, or termination or non-renewal of, leases by customers; decreased rental rates or increased vacancy rates; increased interest rates and operating costs, including increased energy costs; financing risks, including the Company’s failure to obtain necessary outside financing; dependence on third parties to provide Internet, telecommunications and network connectivity to the Company’s data centers; the Company’s failure to qualify and maintain its qualification as a real estate investment trust; environmental uncertainties and risks related to natural disasters; financial market fluctuations; changes in real estate and zoning laws, revaluations for tax purposes and increases in real property tax rates; and limitations inherent in our current and any future joint venture investments, such as lack of sole decision-making authority and reliance on our partners’ financial condition.
While forward-looking statements reflect the Company’s good faith beliefs, they are not guarantees of future performance. Any forward-looking statement speaks only as of the date on which it was made. The Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could cause the Company’s future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020, as well as other periodic reports the Company files with the Securities and Exchange Commission, many of which should be interpreted as being heightened as a result of the ongoing COVID-19 pandemic and the actions taken to contain the pandemic or mitigate its impact.
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Company Profile
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Consolidated Balance Sheets
(unaudited and in thousands except share data)
September 30, 2020 (1)
December 31, 2019 (1)
ASSETS
Real Estate Assets
Land$164,816 $130,605 
Buildings, improvements and equipment2,681,827 2,178,901 
Less: Accumulated depreciation(662,454)(558,560)
2,184,189 1,750,946 
Construction in progress (2)
957,592 920,922 
Real Estate Assets, net3,141,781 2,671,868 
Investments in unconsolidated entity22,883 30,218 
Operating lease right-of-use assets, net52,816 57,141 
Cash and cash equivalents21,998 15,653 
Rents and other receivables, net87,479 81,181 
Acquired intangibles, net71,367 81,679 
Deferred costs, net (3)
57,058 52,363 
Prepaid expenses11,281 10,586 
Goodwill173,843 173,843 
Other assets, net (4)
49,046 49,001 
TOTAL ASSETS$3,689,552 $3,223,533 
LIABILITIES
Unsecured credit facility, net (5)
$1,217,356 $1,010,640 
Senior notes, net of debt issuance costs (5)
396,121 395,549 
Finance leases and mortgage notes payable44,911 46,876 
Operating lease liabilities59,642 64,416 
Accounts payable and accrued liabilities173,793 142,547 
Dividends and distributions payable37,969 34,500 
Advance rents, security deposits and other liabilities21,833 18,027 
Derivative liabilities60,032 26,609 
Deferred income taxes637 749 
Deferred income55,422 39,169 
TOTAL LIABILITIES2,067,716 1,779,082 
EQUITY
7.125% Series A cumulative redeemable perpetual preferred stock: $0.01 par value (liquidation preference $25.00 per share), 4,600,000 shares authorized, 4,280,000 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively (6)
103,212 103,212 
6.50% Series B cumulative convertible perpetual preferred stock: $0.01 par value (liquidation preference $100.00 per share), 3,162,500 shares authorized, issued and outstanding as of September 30, 2020 and December 31, 2019, respectively (7)
304,223 304,223 
Common stock: $0.01 par value, 450,133,000 shares authorized, 64,442,343 and 58,227,523 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively
644 582 
Additional paid-in capital1,614,508 1,330,444 
Accumulated other comprehensive income (loss)(56,480)(24,642)
Accumulated dividends in excess of earnings(457,993)(376,002)
Total stockholders’ equity1,508,114 1,337,817 
Noncontrolling interests113,722 106,634 
TOTAL EQUITY1,621,836 1,444,451 
TOTAL LIABILITIES AND EQUITY$3,689,552 $3,223,533 
_______________________________________________________
(1)The balance sheet at September 30, 2020 and December 31, 2019, has been derived from the consolidated financial statements at that date, but does not include all of the information and footnotes required by United States generally accepted accounting principles for complete financial statements.
(2)As of September 30, 2020, construction in progress included $199.5 million related to land acquisitions whereby the initiation of development activities has begun to prepare the property for its intended use.
(3)As of September 30, 2020 and December 31, 2019, deferred costs, net included $6.5 million and $8.0 million of deferred financing costs net of amortization, respectively, and $50.5 million and $44.3 million of deferred leasing costs net of amortization, respectively.
(4)As of September 30, 2020 and December 31, 2019, other assets, net included $44.0 million and $45.8 million of corporate fixed assets, respectively, primarily relating to corporate offices, leasehold improvements and product related assets.
(5)Debt issuance costs, net related to the Senior Notes and term loan portion of the Company’s unsecured credit facility aggregating $9.5 million and $10.8 million at September 30, 2020 and December 31, 2019, respectively, have been netted against the related debt liability line items for both periods presented.
(6)As of September 30, 2020, the total liquidation preference of the Series A Preferred Stock was $107.0 million, calculated as $25.00 liquidation preference per share times 4,280,000 shares outstanding.
(7)As of September 30, 2020, the total liquidation preference of the Series B Preferred Stock was $316.3 million, calculated as $100.00 liquidation preference per share times 3,162,500 shares outstanding.
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Consolidated Statements of Operations
(unaudited and in thousands except share and per share data)
Three Months EndedNine Months Ended
September 30,
2020
June 30, 2020September 30,
2019
September 30,
20202019
Revenues:
Rental (1)
$133,782 $125,996 $121,475 $379,860 $345,841 
Other (2)
3,756 5,644 3,780 15,611 11,270 
Total revenues137,538 131,640 125,255 395,471 357,111 
Operating expenses:
Property operating costs43,979 40,349 44,730 125,109 117,403 
Real estate taxes and insurance4,005 4,106 3,713 12,023 10,435 
Depreciation and amortization51,378 47,554 42,875 144,002 123,144 
General and administrative (3)
22,082 21,391 19,504 64,156 59,519 
Transaction, integration, and impairment costs1,078 381 827 1,675 3,080 
Total operating expenses122,522 113,781 111,649 346,965 313,581 
Gain on sale of real estate, net— — — — 13,408 
Operating income15,016 17,859 13,606 48,506 56,938 
Other income and expense:
Interest income— 22 103 
Interest expense(7,516)(6,924)(6,724)(21,602)(20,329)
Other income (expense)— — 370 159 330 
Equity in net loss of unconsolidated entity(366)(590)(317)(1,633)(992)
Income before taxes7,134 10,347 6,957 25,432 36,050 
Tax benefit (expense) of taxable REIT subsidiaries(227)(138)(369)(196)(779)
Net income6,907 10,209 6,588 25,236 35,271 
Net (income) loss attributable to noncontrolling interests (4)
18 (317)49 (408)(1,593)
Net income attributable to QTS Realty Trust, Inc.$6,925 $9,892 $6,637 $24,828 $33,678 
Preferred stock dividends(7,045)(7,045)(7,045)(21,135)(21,135)
Net income (loss) attributable to common stockholders$(120)$2,847 $(408)$3,693 $12,543 
Net income (loss) per share attributable to common shares:
Basic (5)
$(0.07)$(0.05)$(0.05)$(0.13)$0.12 
Diluted (5)
(0.07)(0.05)(0.05)(0.13)0.12 
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(1)Represents lease revenue, inclusive of recoveries from customers as well as straight line rent. Recoveries from customers was $14.9 million, $12.5 million, and $17.6 million for the three months ended September 30, 2020, June 30, 2020, and September 30, 2019, respectively, and $39.7 million and $41.0 million for the nine months ended September 30, 2020 and 2019, respectively. Straight line rent was $7.4 million, $5.8 million and $2.3 million for the three months ended September 30, 2020, June 30, 2020 and September 30, 2019, respectively, and $17.0 million and $4.8 million for the nine months ended September 30, 2020 and 2019, respectively.
(2)Includes revenue from managed services, sales of scrap metals and other unused materials, management fees, service fees, development fees and various other non-rental revenue items.
(3)Includes personnel costs, sales and marketing costs, professional fees, travel costs, product investment costs and other corporate general and administrative expenses. General and administrative expenses were 16.1%, 16.2%, and 15.6% of total revenues for the three months ended September 30, 2020, June 30, 2020 and September 30, 2019, respectively, and 16.2% and 16.7% of total revenues for the nine months ended September 30, 2020 and 2019, respectively.
(4)The weighted average noncontrolling ownership interest of QualityTech, LP was 9.7%, 9.9% and 10.7% for the three months ended September 30, 2020, June 30, 2020 and September 30, 2019, respectively, and 10.0% and 10.9% for the nine months ended September 30, 2020 and 2019, respectively.
(5)Basic and diluted net income (loss) per share were calculated using the two-class method.
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Consolidated Statements of Comprehensive Income (Loss)
(unaudited and in thousands)
Three Months EndedNine Months Ended
September 30, 2020June 30, 2020September 30, 2019September 30,
20202019
Net income$6,907 $10,209 $6,588 $25,236 $35,271 
Other comprehensive income (loss):
Foreign currency translation adjustment gain (loss)166 64 (426)(360)
Increase (decrease) in fair value of derivative contracts5,500 (3,641)(5,733)(34,856)(34,192)
Reclassification of other comprehensive income to utilities expense197 410 — 961 — 
Reclassification of other comprehensive income to interest expense3,352 2,703 (235)6,813 (1,200)
Comprehensive income (loss)16,122 9,745 194 (1,839)(481)
Comprehensive (income) loss attributable to noncontrolling interests(1,626)(1,022)(22)183 52 
Comprehensive income (loss) attributable to QTS Realty Trust, Inc.$14,496 $8,723 $172 $(1,656)$(429)
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Summary of Financial Data
(unaudited and in thousands, except operating portfolio statistics data and per share data)
This summary includes certain non-GAAP financial measures that management believes are helpful in understanding the Company’s business as further described in the Appendix. The Company does not, nor does it suggest investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, GAAP financial information or as an expectation of future performance of the Company’s business. The Company believes that the presentation of non-GAAP financial measures provide meaningful supplemental information to both management and investors that is indicative of the Company’s current operations and its business. The Company has included a reconciliation of this additional information to the most comparable GAAP measure in the summary financial information below.
Three Months EndedNine Months Ended
September 30,
2020
June 30, 2020September 30,
2019
September 30,
Summary of Results20202019
Total revenue (1)
$137,538 $131,640 $125,255 $395,471 $357,111 
Net income$6,907 $10,209 $6,588 $25,236 $35,271 
Net income (loss) attributable to common stockholders$(120)$2,847 $(408)$3,693 $12,543 
Net income (loss) per share attributable to basic common shares (2)
$(0.07)$(0.05)$(0.05)$(0.13)$0.12 
Net income (loss) per share attributable to diluted common shares (2)
$(0.07)$(0.05)$(0.05)$(0.13)$0.12 
FFO available to common stockholders & OP unit holders (3)
$48,620 $48,349 $40,198 $140,699 $116,914 
Note: All metrics in the following tables include QTS’ pro rata share of results from the unconsolidated joint venture.
Three Months EndedNine Months Ended
Other Data (including QTS' pro rata share of unconsolidated JV, excl. total revenue)September 30,
2020
June 30, 2020September 30,
2019
September 30,
20202019
Total revenue (1)
$137,538 $131,640 $125,255 $395,471 $357,111 
MRR (at period end)$36,913 $36,091 $32,979 $36,913 $32,979 
NOI$90,734 $88,112 $77,684 $261,289 $231,221 
NOI as a % of revenue66.0 %66.9 %62.0 %66.1 %64.7 %
Adjusted EBITDA$75,986 $72,800 $63,001 $215,555 $184,081 
Adjusted EBITDA as a % of revenue55.2 %55.3 %50.3 %54.5 %51.5 %
Operating FFO available to common stockholders & OP unit holders$49,698 $48,730 $41,025 $142,374 $119,994 
Operating FFO per diluted share$0.70 $0.70 $0.65 $2.06 $1.93 
Annualized ROIC11.6 %11.9 %11.9 %11.8 %12.2 %
Balance Sheet Data (including QTS' pro rata share of unconsolidated JV) (4)
September 30,
2020
December 31,
2019
Total indebtedness, net of cash and cash equivalents $1,690,497 $1,482,260 
Indebtedness to last quarter annualized Adjusted EBITDA5.6x5.6x
Indebtedness to last quarter annualized Adjusted EBITDA pro forma for the effects of forward equity sales4.1x(5)4.8x(6)
Indebtedness to undepreciated real estate assets43.7 %45.3 %
Indebtedness to Implied Enterprise Value25.2 %27.0 %
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(1)Excludes QTS’ pro rata share of the unconsolidated joint venture revenue. Total unconsolidated JV revenue at the JV’s 100% share was $4.1 million, $3.4 million and $2.3 million for the three months ended September 30, 2020, June 30, 2020 and September 30, 2019 respectively, and $10.6 million and $5.9 million for the nine months ended September 30, 2020 and 2019, respectively. QTS’ 50% pro rata share of unconsolidated JV revenue was $2.0 million, $1.8 million and $1.2 million for the three months ended September 30, 2020, June 30, 2020 and September 30, 2019, respectively, and $5.3 million and $2.9 million for the nine months ended September 30, 2020 and 2019, respectively.
(2)Basic and diluted net income (loss) per share were calculated using the two-class method.
(3)Includes QTS’ pro rata share of results from its unconsolidated entity.
(4)The Company has excluded associated debt issuance costs from the Total indebtedness line item for both periods presented. Therefore, the total debt amount, as well as calculations based on the total debt amount, represents the full amount of debt that will be repaid less the amount of cash and cash equivalents on hand.
(5)Represents the Company’s leverage ratio pro forma for the effects of approximately $456 million in net proceeds available under forward equity agreements executed through October 26, 2020, the date of this report. The Company expects to use proceeds from these forward equity agreements to fund future capital expenditures.
(6)Represented the Company’s leverage ratio pro forma for the effects of approximately $220 million in net proceeds available under forward equity agreements executed through February 18, 2020, the release date of the December 31, 2019 earnings report.
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Operating Portfolio Statistics
(including unconsolidated JV at the JV’s 100% share)
September 30,
2020
December 31,
2019
Built out square footage:
Raised floor1,890,5701,659,137
Leasable raised floor1,514,1531,340,755
Leased raised floor1,419,5991,226,188
Data center % occupied93.8 %91.5 %
Total Raw Shell:
Total7,497,1957,188,833
Basis-of-design raised floor space (1)
3,384,5783,213,799
Data center properties2724
Basis of design raised floor % developed55.9 %51.6 %
Data center raised floor % owned (2)
96.6 %96.0 %
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(1)See definition in Appendix.
(2)Includes the Santa Clara facility which is subject to a long-term ground lease, includes the unconsolidated JV property at the JV's 100% share, and excludes facilities subject to finance lease obligations. Had the Santa Clara facility been excluded as an owned facility, the owned data center raised floor percentage would be 93.4% and 92.4% at September 30, 2020 and December 31, 2019, respectively.
2020 Guidance
2020 Revised GuidancePrevious 2020 GuidanceOriginal 2020 Guidance
($ in millions except per share amounts)LowHighLowHighLowHigh
Revenue$531 $537 $523 $537 $523 $537 
Adjusted EBITDA$288 $293 $280 $290 $275 $285 
Operating FFO per fully diluted share$2.75 $2.83 $2.73 $2.83 $2.69 $2.83 
As a result of strong year to date leasing activity, the Company has outperformed its initial expectations for recurring revenue and is increasing its previously announced revenue guidance range of $523 million - $537 million to a new range of $531 million - $537 million, which assumes annual rental churn as previously announced of between 3% and 5%.
Due to continued outperformance in recurring revenue and successful cost management, the Company is increasing its 2020 Adjusted EBITDA guidance from a previous range of $280 million - $290 million to a new range of $288 million - $293 million. As disclosed in the previous quarter, the Company’s revised Adjusted EBITDA outlook includes a full-year aggregate benefit of approximately $2 million - $3 million related to lower than expected corporate travel and utility expense as a result of the ongoing effects of COVID-19.
The Company is increasing its 2020 OFFO per fully diluted share guidance from a previous range of $2.73 - $2.83 per share to a new range of $2.75 - $2.83 per share to reflect its higher Adjusted EBITDA outlook and updated capital development plan.
The Company is increasing its 2020 cash paid for capital expenditures guidance (excluding acquisitions and including its proportionate share of cash capital expenditures associated with the unconsolidated entity) as a result of strong year to date signed leasing activity that has resulted in a $130.6 million booked-not-billed annualized MRR backlog as of September 30, 2020. The Company is increasing its 2020 cash paid for capital expenditures guidance from a previous range of $650 million - $750 million to a new range of $700 million - $800 million.
The Company’s 2020 guidance assumes, among other things, that its facilities continue to operate and it does not experience significant work stoppages or closures, it is able to mitigate any supply chain disruptions for its development activities, and it is able to collect revenues in line with current expectations. While these are the Company’s current assumptions, this is an evolving situation and these assumptions could change, including if the duration of the pandemic is extended, which could affect outlook.
QTS does not provide reconciliations for the non-GAAP financial measures included in its guidance provided above due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations, including net income (loss) and adjustments that could be made for restructuring costs, transaction costs, lease exit costs, asset impairments and gain (loss) on disposals and other charges as those amounts are subject to significant variability based on future transactions that are not yet known, the amount of which, based on historical experience, could be significant.
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Reconciliations of Return on Invested Capital (ROIC)
(unaudited and in thousands)
Return on Invested Capital (“ROIC”) is a non-GAAP measure that provides additional information to users of the financial statements. Management believes ROIC is a helpful metric for users of the financial statements to gauge the Company's performance of its business against the capital it has invested in the business.
ROIC (including QTS' pro rata share of unconsolidated JV)Three Months EndedNine Months Ended
September 30,
2020
June 30, 2020September 30,
2019
September 30,
20202019
NOI (1) (2)
$90,734$88,112$77,684$261,289$231,221
Annualized NOI 362,936352,448310,736348,385308,295
Average undepreciated real estate assets and other net fixed assets placed in service3,117,3752,962,9952,612,1802,957,6372,519,579
Annualized ROIC11.6 %11.9 %11.9 %11.8 %12.2 %
________________________________________________________
(1)Includes facility level G&A expense allocation charges of 4% of cash revenue for all facilities. These allocated charges aggregated to $5.1 million, $4.8 million and $4.8 million for the three months ended September 30, 2020, June 30, 2020 and September 30, 2019 respectively, and $14.6 million and $13.9 million for the nine months ended September 30, 2020 and 2019, respectively.
(2)NOI includes QTS’ pro rata share of NOI from the unconsolidated joint venture.
As ofAs of
Calculation of Average Undepreciated Real Estate Assets and Other Net Fixed Assets Placed in ServiceSeptember 30,
2020
June 30, 2020September 30,
2019
September 30,
20202019
Real Estate Assets, net$3,141,781 $2,988,744 $2,571,589 $3,141,781 $2,571,589 
Less: Construction in progress(957,592)(976,257)(843,754)(957,592)(843,754)
Plus: Accumulated depreciation662,454 623,915 555,562 662,454 555,562 
Plus: Goodwill173,843 173,843 173,843 173,843 173,843 
Plus: Other fixed assets, net36,940 38,495 44,789 36,940 44,789 
Plus: Acquired intangibles, net (1)
60,723 63,925 72,455 60,723 72,455 
Plus: Leasing Commissions, net50,526 47,741 42,082 50,526 42,082 
Plus: Assets placed in service in unconsolidated JV (2)
53,991 51,678 42,439 53,991 42,439 
Total as of period end$3,222,666 $3,012,084 $2,659,005 $3,222,666 $2,659,005 
Average undepreciated real estate assets and other net fixed assets as of reporting period (3)
$3,117,375 $2,962,995 $2,612,180 $2,957,637 $2,519,579 
________________________________________________________
(1)Net of acquired intangible liabilities and deferred tax liabilities.
(2)Represents QTS’ basis in the assets in the JV which were $54.0 million as of September 30, 2020 (calculated as the cost basis of the assets contributed for in serviced phases of $109.2 million less the equity contribution of the JV partner and the JV partner’s portion of debt of $55.2 million), $51.7 million as of June 30, 2020 (calculated as the cost basis of the assets contributed for in serviced phases of $104.6 million less the equity contribution of the JV partner and the JV partner’s portion of debt of $52.9 million) and $42.4 million as of September 30, 2019 (calculated as the cost basis of the assets contributed for in serviced phases of $86.1 million less the equity contribution of the JV partner and the JV partner’s portion of debt of $43.7 million).
(3)Calculated by using average quarterly balance of each account.
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Implied Enterprise Value and Weighted Average Shares
Implied Enterprise Value as of September 30, 2020:
Shares or Equivalents
Outstanding
Market Price or Liquidation Value as of
September 30, 2020
Market Capitalization (in thousands)
Class A Common Stock64,313,935 $63.02 $4,053,064 
Class B Common Stock128,408 63.02 8,092 
Total Shares Outstanding64,442,343 
Units of Limited Partnership Interest (1)
6,708,799 63.02 422,789 
Options to purchase Class A Common Stock and performance units (2)
1,078,132 63.02 67,944 
Effect of Class A common stock associated with forward equity sale (3)
478,623 63.02 30,163 
Fully Diluted Total Shares and Units of Limited Partnership Interest outstanding as of September 30, 2020:72,707,897 
Liquidation value of Series A Preferred Stock4,280,000 25.00 107,000 
Liquidation value of Series B Convertible Preferred Stock3,162,500 100.00 316,250 
Total Equity$5,005,302 
Total Indebtedness (4)
1,690,497 
Implied Enterprise Value$6,695,799 
________________________________________________________
(1)Includes 50,600 of operating partnership units representing the “in the money” value of Class O LTIP units on an “as if” converted basis as of September 30, 2020.
(2)Represents options to purchase shares of Class A Common Stock of QTS Realty Trust, Inc. representing the “in the money” value of options on an “as if” converted basis and the value of performance awards on an “as if” converted basis as of September 30, 2020.
(3)Represents the “in the money” value of the forward equity shares on an “as if” converted basis as of September 30, 2020.
(4)Excludes all debt issuance costs reflected as a reduction to liabilities at September 30, 2020 representing the full amount of debt that will be repaid, less the amount of cash and cash equivalents on hand. This also includes the Company’s pro rata share of unconsolidated joint venture debt, net of its pro rata share of cash on hand at the joint venture.
The following table presents the weighted average fully diluted shares for the three and nine months ended September 30, 2020:
Three Months EndedNine Months Ended
September 30, 2020September 30, 2020
Weighted average shares outstanding - basic61,634,637 60,258,796 
Effect of Class A partnership units (1)
6,658,199 6,666,578 
Effect of Class O units on an "as if" converted basis (1)
50,600 44,815 
Effect of options to purchase Class A common stock and performance units on an "as if" converted basis (2)
1,135,884 1,020,560 
Effect of Class A common stock associated with forward equity sale (3)
1,451,412 1,050,479 
Weighted average shares outstanding - diluted (4)
70,930,732 69,041,228 
________________________________________________________
(1)The Class A units and Class O units represent limited partnership interests in the Operating Partnership.
(2)The average share price for the three and nine months ended September 30, 2020 was $66.24 and $61.43, respectively.
(3)Represents the weighted average “in the money” value of the forward equity shares on an “as if” converted basis.
(4)Series B Convertible Preferred stock was not incorporated on an “as if” converted basis as the conversion would have been antidilutive for the period presented.
10
QTS Q3 Earnings 2020
Contact: IR@qtsdatacenters.com

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Data Center Properties
The table below presents an overview of the portfolio of data center properties that the Company owns or leases, referred to herein as our data center properties, based on information as of September 30, 2020.
Net Rentable Square Feet (Operating NRSF) (1)
Properties
Year
Acquired(2)
Gross
Square
Feet (3)
Raised
Floor (4)
Office &
Other (5)
Supporting
Infrastructure (6)
Total
%
Occupied(7)
Annualized
Rent (8)
Available
Utility
Power
(MW) (9)
Basis of
Design
("BOD")
NRSF
Current
Raised
Floor as a
% of BOD
Richmond, VA20101,318,353 117,309 51,093 131,654 300,056 85.1 %$35,021,750 110 557,309 21.0 %
Atlanta, GA (DC - 1) (10)
2006968,695 527,186 36,953 364,815 928,954 98.8 %122,157,934 72 527,186 100.0 %
Irving, TX2013698,000 208,114 15,300 228,656 452,070 95.1 %54,226,439 140 275,701 75.5 %
Princeton, NJ2014553,930 58,157 2,229 111,405 171,791 100.0 %10,514,807 22 158,157 36.8 %
Atlanta, GA (DC-2) (11)
2018495,000 37,839 9,250 34,698 81,787 100.0 %604,800 100 240,000 15.8 %
Chicago, IL2014474,979 87,500 3,508 88,422 179,430 91.0 %23,393,455 56 215,855 40.5 %
Ashburn, VA (DC-1) (12)
2017445,000 140,586 13,199 145,936 299,721 96.0 %10,710,780 50 178,000 79.0 %
Suwanee, GA2005369,822 212,975 8,697 107,128 328,800 91.0 %60,483,084 36 212,975 100.0 %
Piscataway, NJ2016360,000 111,263 19,243 110,479 240,985 94.9 %22,364,575 111 176,000 63.2 %
Fort Worth, TX2016261,836 71,147 17,232 125,794 214,173 96.3 %5,854,763 50 80,000 88.9 %
Hillsboro, OR2017158,000 16,563 1,000 14,228 31,791 100.0 %1,511,964 30 85,000 19.5 %
Santa Clara, CA (13)
2007135,322 59,905 1,238 45,094 106,237 90.2 %23,547,632 11 80,940 74.0 %
Sacramento, CA201292,644 54,595 2,794 23,916 81,305 45.2 %11,102,123 54,595 100.0 %
Dulles, VA (14)
201787,159 30,545 5,997 32,892 69,434 93.4 %18,052,231 13 48,270 63.3 %
Leased facilities (15)
2006 & 2015190,875 62,274 18,650 41,901 122,825 83.8 %23,863,584 14 82,886 75.1 %
Other (16)
Misc.459,549 61,012 49,337 77,441 187,790 78.7 %14,621,632 97 180,380 33.8 %
7,069,164 1,856,970 255,720 1,684,459 3,797,149 93.6 %$438,031,553 920 3,153,254 58.9 %
New Property Development
Ashburn, VA (DC - 2) (17)
2017310,000 — — — — — %— — 165,000 — %
Unconsolidated Properties - at the Entity's 100% Share (18)
Manassas, VA2018118,031 33,600 12,663 39,044 85,307 100.0 %$9,856,599 135 66,324 50.7 %
Total Properties7,497,195 1,890,570 268,383 1,723,503 3,882,456 93.8 %$447,888,152 1,055 3,384,578 55.9 %
________________________________________________________
(1)Operating NRSF represents the total square feet of a building that is currently leased or available for lease plus developed supporting infrastructure, based on engineering drawings and estimates, but does not include space held for redevelopment or space used for the Company’s own office space.
(2)Represents the year a property was acquired or, in the case of a property under lease, the year the Company’s initial lease commenced for the property. 
(3)With respect to the Company’s owned properties, gross square feet represents the entire building area. With respect to leased properties, gross square feet represents that portion of the gross square feet subject to our lease. This includes 424,773 square feet of QTS office and support space, which is not included in operating NRSF.
(4)Represents management’s estimate of the portion of net rentable square feet (“NRSF”) of the facility with available power and cooling capacity that is currently leased or readily available to be leased to customers as data center space based on engineering drawings.
(5)Represents the operating NRSF of the facility other than data center space (typically office and storage space) that is currently leased or available to be leased.
(6)Represents required data center support space, including mechanical, telecommunications and utility rooms, as well as building common areas.
(7)Calculated as data center raised floor that is subject to a signed lease for which billing has commenced divided by leasable raised floor based on the current configuration of the properties, expressed as a percentage.
(8)The Company defines annualized rent as MRR multiplied by 12. The Company calculates MRR as monthly contractual revenue under executed contracts as of a particular date, but excludes customer recoveries, deferred set up fees, variable related revenues, non-cash revenues and other one-time revenues. MRR does not include the impact from booked-not-billed contracts as of a particular date, unless otherwise specifically noted. This amount reflects the annualized cash rental payments. It does not reflect the accounting associated with any free rent, rent abatements or future scheduled rent increases and also excludes operating expense and power reimbursements.
(9)Represents installed utility power and transformation capacity that is available for use by the facility as of September 30, 2020.
(10)This property was formerly known as “Atlanta, GA (Metro)” but has been renamed “Atlanta, GA (DC-1)” to distinguish between the existing data center and the recently developed data center shown as “Atlanta, GA (DC – 2)”.
(11)Represents the newly developed data center building at our Atlanta, GA campus.
(12)This property was formerly known as “Ashburn, VA” but has been renamed “Ashburn, VA (DC-1)” to distinguish between the existing data center and the new property development shown as “Ashburn, VA (DC – 2)” within the new property development section.
(13)Subject to long-term ground lease.
(14)The Dulles campus has two data center buildings and the Company is currently relocating customers from the smaller and older facility to the newer facility in an effort to optimize its operating cost structure.
(15)Includes 7 facilities. All facilities are leased, including those subject to finance leases.
(16)Consists of Miami, FL; Lenexa, KS; Overland Park, KS; Eemshaven, Netherlands and Groningen, Netherlands facilities.
(17)Represents the development of a new data center building in our Ashburn, VA market.
(18)Represents the Company’s unconsolidated joint venture at the JV’s 100% share. QTS’ pro rata share of the JV is 50%.
11
QTS Q3 Earnings 2020
Contact: IR@qtsdatacenters.com

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Development Costs Summary
(in millions, except NRSF data)
During the third quarter of 2020, the Company brought online approximately 26 megawatts of gross power and approximately 120,000 net rentable square feet (“NRSF”) of raised floor and customer specific capital at its Atlanta (DC - 2), Ashburn (DC - 1), Irving, Fort Worth, Atlanta-Suwanee and Netherlands facilities at an aggregate cost of approximately $188.1 million.
For the nine months ended September 30, 2020, excluding the Company’s share of capital at the joint venture, the Company brought online approximately 53 megawatts of gross power and approximately 222,000 NRSF of raised floor and customer specific capital at its Ashburn (DC -1), Atlanta (DC - 1), Atlanta (DC - 2), Irving, Fort Worth, Atlanta-Suwanee, Hillsboro, Chicago, Piscataway and Netherlands facilities at an aggregate cost of approximately $484.6 million. 

Additionally, during the nine months ended September 30, 2020, the joint venture brought online the third phase at the Manassas facility, representing approximately four megawatts of gross power and approximately 11,000 NRSF of raised floor at an aggregate cost of approximately $22 million at the joint venture’s 100% share, of which the Company’s pro rata share was approximately $11 million. The joint venture intends to bring additional space and power into service as incremental development at the Manassas facility takes place and future phases are delivered to the customer.
The under construction table below summarizes the Company’s outlook for development projects which it expects to complete by December 31, 2020 (in millions).
Under Construction Costs (1)
Properties
Actual (2)
Estimated Cost to Completion (3)
TotalExpected Completion date
Atlanta, GA (DC - 2) (4)
$42 $$50 Q4 2020
Richmond, VA32 37 Q4 2020
Ashburn, VA (DC - 1) (5)
33 35 Q4 2020
Hillsboro, OR11 13 Q4 2020
Chicago, ILQ4 2020
Piscataway, NJQ4 2020
Totals$128 $22 $150 
________________________________________________________
(1)In addition to projects currently under construction, the Company’s near-term development projects are expected to be delivered in a modular manner, and the Company currently expects to invest additional capital to complete these near term projects. The ultimate timing and completion of, and the commitment of capital to, the Company’s future development projects are within the Company’s discretion and will depend upon a variety of factors, including the actual contracts executed, availability of financing and the Company’s estimation of the future market for data center space in each particular market.
(2)Represents actual costs under construction through September 30, 2020. In addition to the $128 million of construction costs incurred through September 30, 2020 for development expected to be completed by December 31, 2020, as of September 30, 2020 the Company had incurred $830 million of additional costs (including acquisition costs and other capitalized costs) for other development projects that are expected to be completed after December 31, 2020.
(3)Represents management’s estimate of the additional costs required to complete the current NRSF under development. There may be an increase in costs if customers’ requirements exceed the Company’s current basis of design.
(4)Represents development associated with the newly developed data center building at our Atlanta, GA campus.
(5)This property was formerly known as “Ashburn, VA” but has been renamed “Ashburn, VA (DC-1)” to distinguish between the existing data center and the new property development labeled “Ashburn, VA (DC – 2)” depicted in other places within this document.
12
QTS Q3 Earnings 2020
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Development Summary
(in millions, except NRSF data)
The following development table presents an overview of the Company’s development pipeline, based on information as of September 30, 2020. This table shows the Company’s ability to increase its raised floor of 1.9 million square feet as of September 30, 2020 to 3.4 million square feet, exclusive of development capacity on adjacent land holdings.
Raised Floor NRSF
Overview as of September 30, 2020
PropertiesCurrent
NRSF in
Service
Under
Construction (1)
Future
Available (2)
Basis of
Design NRSF
Approximate
Adjacent Acreage
of Land (3)
Richmond, VA117,309 22,342 417,658 557,309 182.2 
Atlanta, GA (DC - 1) (4)
527,186 — — 527,186 — 
Irving, TX208,114 — 67,587 275,701 29.4 
Princeton, NJ58,157 — 100,000 158,157 65.0 
Atlanta, GA (DC - 2) (5)
37,839 18,000 184,161 240,000 50.3 
Chicago, IL87,500 10,000 118,355 215,855 23.0 
Ashburn, VA (DC - 1) (6)
140,586 14,000 23,414 178,000 34.9 
Suwanee, GA212,975 — — 212,975 15.4 
Piscataway, NJ111,263 7,000 57,737 176,000 — 
Fort Worth, TX71,147 — 8,853 80,000 26.5 
Hillsboro, OR16,563 7,000 61,437 85,000 82.7 
Santa Clara, CA59,905 — 21,035 80,940 — 
Sacramento, CA54,595 — — 54,595 — 
Dulles, VA30,545 — 17,725 48,270 — 
Leased facilities (7)
62,274 — 20,612 82,886 — 
Phoenix, AZ— — — — 84.2 
Manassas, VA— — — — 87.1 
Other (8)
61,012 — 119,368 180,380 23.5 
1,856,970 78,342 1,217,942 3,153,254 704.2 
New Property Development
Ashburn, VA (DC - 2) (9)
— — 165,000 165,000 28.0 
Unconsolidated JV Properties - at the JV's 100% Share (10)
Manassas, VA33,600 — 32,724 66,324 — 
1,890,570 78,342 1,415,666 3,384,578 732.2 
________________________________________________________
(1)Reflects NRSF at a facility for which the initiation of substantial activities has begun to prepare the property for its intended use on or before December 31, 2020.
(2)Reflects NRSF at a facility for which the initiation of substantial activities has begun to prepare the property for its intended use after December 31, 2020.
(3)The total cost basis of adjacent land, which is land available for the future development, is approximately $231.6 million, of which approximately $198.4 million is included in Construction in Progress on the consolidated balance sheet. The Basis of Design NRSF does not include any build-out on the available land.
(4)This property was formerly known as “Atlanta, GA (Metro)” but has been renamed “Atlanta, GA (DC-1)” to distinguish between the existing data center and the newly developed data center shown as “Atlanta, GA (DC – 2).”
(5)Represents the newly developed data center building at our Atlanta, GA campus.
(6)This property was formerly known as “Ashburn, VA” but has been renamed “Ashburn, VA (DC-1)” to distinguish between the existing data center and the new property development shown as “Ashburn, VA (DC – 2)” within the new property development section.
(7)Includes 7 facilities. All facilities are leased, including those subject to finance leases.
(8)Consists of Miami, FL; Lenexa, KS; Overland Park, KS; Eemshaven, Netherlands and Groningen, Netherlands facilities.
(9)Represents the development of a new data center building in our Ashburn, VA market.
(10)Represents the Company’s unconsolidated joint venture at the JV’s 100% share. QTS’ pro rata share of the JV is 50%.
13
QTS Q3 Earnings 2020
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NOI by Facility and Capital Expenditure Summary
(unaudited and in thousands)
The Company calculates net operating income, or NOI, as net income (loss) (computed in accordance with GAAP), excluding: interest expense, interest income, tax expense (benefit) of taxable REIT subsidiaries, depreciation and amortization, write-off of unamortized deferred financing costs, other (income) expense, debt restructuring costs, transaction and integration costs, gain (loss) on sale of real estate, restructuring costs, general and administrative expenses and similar adjustments for unconsolidated entities. The Company believes that NOI is another metric that is often utilized to evaluate returns on operating real estate from period to period and also, in part, to assess the value of the operating real estate.
The breakdown of NOI by facility is shown below:
Three Months EndedNine Months Ended
September 30,June 30,September 30,September 30,
20202020201920202019
Breakdown of NOI by facility:
Atlanta (DC - 1) data center (1)
$26,579 $26,843 $23,967 $79,524 $71,102 
Atlanta-Suwanee data center12,084 12,592 11,852 37,478 35,835 
Richmond data center6,657 6,436 8,195 19,369 26,674 
Irving data center11,361 11,033 11,250 33,806 34,034 
Dulles data center3,217 3,188 2,890 9,563 8,652 
Leased data centers (2)
1,697 1,818 2,273 5,398 6,908 
Santa Clara data center2,289 2,391 1,640 7,275 5,454 
Piscataway data center4,530 4,204 3,139 12,369 10,077 
Princeton data center2,622 2,476 2,481 7,603 7,428 
Sacramento data center1,515 1,422 1,535 4,534 4,657 
Chicago data center4,759 4,460 3,410 13,111 9,215 
Ashburn data center4,679 3,799 1,454 11,084 2,306 
Fort Worth data center3,001 2,296 1,115 6,619 2,141 
Atlanta (DC - 2) data center (3)
1,503 — — 1,498 — 
Other facilities (4)
3,061 4,227 1,611 9,108 4,790 
NOI from consolidated operations (5)
$89,554 $87,185 $76,812 $258,339 $229,273 
Pro rata share of NOI from unconsolidated entity (6)
1,180 927 872 2,950 1,948 
Total NOI$90,734 $88,112 $77,684 $261,289 $231,221 
________________________________________________________
(1)This property was formerly known as “Atlanta, GA (Metro)” but has been renamed “Atlanta, GA (DC-1)” to distinguish between the existing data center and the newly developed data center shown as “Atlanta, GA (DC – 2).”
(2)Includes 7 facilities. All facilities are leased, including those subject to finance leases.
(3)Represents the newly developed data center building at our Atlanta, GA campus.
(4)Consists of Miami, FL; Lenexa, KS; Overland Park, KS; Eemshaven, Netherlands and Groningen, Netherlands facilities. In addition, includes management fees and development fees.
(5)Includes facility level G&A expense allocation charges of 4% of cash revenue for all facilities. These allocated charges aggregated to $5.1 million, $4.8 million and $4.8 million for the three months ended September 30, 2020, June 30, 2020 and September 30, 2019, respectively, and $14.6 million and $13.9 million for the nine months ended September 30, 2020 and 2019, respectively.
(6)QTS’ pro rata share of the JV is 50%.
14
QTS Q3 Earnings 2020
Contact: IR@qtsdatacenters.com

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Our cash paid for capital expenditures is summarized as follows:
Three Months EndedNine Months Ended
September 30,
2020
June 30, 2020September 30,
2019
September 30,
20202019
Development (1)
$171,350 $187,824 $39,043 $503,654 $175,039 
Acquisitions10,831 — 22,362 12,628 68,517 
Maintenance capital expenditures 2,268 4,220 381 8,150 3,323 
Other capital expenditures (2)
27,116 23,731 24,484 77,250 75,952 
Total capital expenditures$211,565 $215,775 $86,270 $601,682 $322,831 
________________________________________________________
(1)Includes QTS’ pro rata share of capital expenditures associated with the unconsolidated joint venture. Total capital expenditures of the joint venture were approximately $3 million (of which $1 million was our pro rata share) for the three months ended September 30, 2020, less the equity contribution of the JV partner and the JV partners’ portion of debt of $2 million. Total capital expenditures of the joint venture were approximately $12 million (of which $5 million was our pro rata share) for the three months ended June 30, 2020, less the equity contribution of the JV partner and the JV partners’ portion of debt of $7 million. Total capital expenditures of the joint venture were approximately $4 million (of which $2 million was our pro rata share) for the three months ended September 30, 2019, less the equity contribution of the JV partner and the JV partners’ portion of debt of $2 million. Total capital expenditures of the joint venture were approximately $16 million (of which $7 million was our pro rata share) for the nine months ended September 30, 2020, less equity contribution of the JV partner and the JV partners’ portion of debt of $9 million. Total capital expenditures of the joint venture were approximately $38 million (of which $18 million was our pro rata share) for the nine months ended September 30, 2019, less equity contribution of the JV partner and the JV partners’ portion of debt of $20 million.
(2)Represents capital expenditures for capitalized interest, commissions, personal property, overhead costs and corporate fixed assets. Corporate fixed assets primarily relate to construction of corporate offices, leasehold improvements and product related assets.
15
QTS Q3 Earnings 2020
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Leasing Statistics – Signed Leases
Incremental Annualized Rent, Net of Downgrades reflects net incremental MRR signed during the period for purposes of tracking incremental revenue contribution. The amounts below include renewals when there was a change in square footage rented, but exclude renewals where square footage remained consistent before and after renewal. (See renewal table on page 17 for such renewals). The amounts below include results of the consolidated business as well as QTS’ 50% pro rata share of the leasing activity attributable to the JV, if any.
During the third quarter of 2020, the Company entered into 540 new and modified leases aggregating to $26.0 million of incremental annualized rent. The Company’s third quarter leasing performance was driven by several multi-megawatt deals signed in both its Hyperscale and Federal product offerings, combined with continued steady performance in its Hybrid Colocation product offering. Pricing on new and modified renewal leases was $390 annualized rent per leased square foot, which was below the Company’s trailing four quarter average pricing per square foot of $447. Lower annualized rent per leased square foot in the third quarter was primarily driven by a larger hyperscale lease which was structured as a triple-net lease, whereby certain QTS operating costs associated with the customer's deployment are recovered from the customer and not directly factored into the base rent. Excluding the impact of this lease, pricing during the third quarter would have been approximately $432 annualized rent per leased square foot which is consistent with the Company’s prior four quarter average.
The pricing on new and modified leases signed varies quarter to quarter based on the mix of deals leased, as hyperscale and hybrid colocation leases vary on a rate per square foot basis. Annualized rent per leased square foot is computed using the total rent associated with all new and modified leases for the respective periods.
PeriodNumber of Leases Annualized rent per leased sq ft
Incremental Annualized Rent, Net of Downgrades (1)
New/modified leases signedQ3 2020540390(2)26,002,722
P4QA (3)
45144722,001,246
Q2 202049954821,044,584
Q1 202048638821,832,767
Q4 201937346527,742,166
Q3 201944440417,385,468
________________________________________________________
(1)Amounts include incremental MRR only, net of downgrades. Figures do not include cost recoveries.
(2)Pricing on new and modified renewal leases during the quarter reflects a larger hyperscale contract signed during the quarter which was structured as a triple-net lease. Excluding the impact of this lease, pricing during the third quarter would have been approximately $432 annualized rent per leased square foot.
(3)Average of prior four quarters.
The following table outlines the booked-not-billed (“BNB”) balance as of September 30, 2020 and how it is expected to affect revenue in 2020 and subsequent years based on the current terms of the applicable contracts.
Note: The following table includes QTS’ 50% pro rata share of BNB revenue from the unconsolidated joint venture.
Booked-not-billed ("BNB") (1)
20202021ThereafterTotal
MRR$1,955,937 $6,017,948 $2,908,504 $10,882,389 
Incremental revenue (2)
4,464,483 39,872,683 34,902,048 
Annualized revenue (3) (4)
$23,471,244 $72,215,376 $34,902,048 $130,588,668 
________________________________________________________
(1)Includes the Company’s consolidated booked-not-billed balance in addition to booked-not-billed revenue associated with the unconsolidated JV at QTS’ pro rata share of the booked-not-billed revenue. Of the $130.6 million annualized BNB revenue, approximately $1.1 million related to QTS’ pro rata share of booked-not-billed revenue associated with the unconsolidated JV.
(2)Incremental revenue represents the expected amount of recognized MRR for the business in the period based on when the booked-not-billed leases commence throughout the period.
(3)Annualized revenue represents the booked-not-billed MRR multiplied by 12, demonstrating how much recognized MRR might have been recognized if the booked-not-billed leases commencing in the period were in place for an entire year.
(4)As of September 30, 2020, adjusting booked-not-billed revenue for the effects of revenue which had begun recognition via straight line rent, the Company’s annualized booked-not-billed balance was $76.6 million, of which $15.4 million was attributable to 2020, $45.8 million was attributable to 2021, and $15.5 million was attributable to years thereafter.
The Company estimates the remaining cost to provide the space, power, connectivity and other services to the customer contracts which had not billed as of September 30, 2020 to be approximately $197 million. This estimate generally includes customers with newly contracted space of more than 3,300 square feet of raised floor space. The space, power and other services provided to customers that contract for smaller amounts of space is generally provided by existing space which was previously developed.
16
QTS Q3 Earnings 2020
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Leasing Statistics – Renewed Leases and Rental Churn
The mix of leasing activity has a significant impact on quarterly rates, both within major product segments and for overall blended renewal rates. The Company’s rate performance will vary quarter to quarter based on the mix of deals leased as hyperscale and hybrid colocation vary on a rate per square foot basis.
Consistent with the Company’s strategy and business model, the renewal rates below reflect total MRR per square foot including all subscribed services. For comparability, the Company includes only those customers that have maintained consistent space footprints in the computations below. All customers with space changes are incorporated into new/modified leasing statistics and rates. The amounts below include results of the consolidated business as well as QTS’ 50% pro rata share of the renewal leasing activity attributable to the JV, if any.
The average rent per square foot for renewals signed in the third quarter of 2020 was 1.8% higher than the rates for those customers immediately prior to renewal, which is consistent with the Company’s expectation that renewal rates will generally increase in the low to mid-single digits.
Rental Churn (which the Company defines as MRR lost in the period to a customer intending to fully exit the QTS platform in the near term compared to total MRR at the beginning of the period) was 1.7% for the third quarter of 2020. Rental Churn was 2.9% for the nine months ended September 30, 2020, which remains consistent with the Company’s expectation for full year churn guidance of 3-5%. The Company’s 1.7% churn during the three months ended September 30, 2020 represented an increase quarter-over-quarter, however this was largely driven by timing as customer attrition in the first half of the year generally trended better than initially anticipated with some churn events getting pushed from the first half of the year into the second half of the year.
PeriodNumber of renewed leasesAnnualized rent per leased sq ftAnnualized Rent
Rent
Change (1)
Renewed LeasesQ3 202091$609 $14,530,020 1.8 %
P4Q avg (2)
92598 17,054,884 1.9 %
Q2 2020112509 19,555,593 2.6 %
Q1 202078871 11,279,385 5.0 %
Q4 201990777 11,522,508 (2.2 %)
Q3 201988541 25,862,052 2.0 %
________________________________________________________
(1)Calculated as the percentage change of the rent per square foot immediately before renewal when compared to the rent per square foot immediately after renewal.
(2)Average of prior four quarters.
17
QTS Q3 Earnings 2020
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Lease Expirations
Hyperscale leases are typically 5-10 years with the majority of hyperscale lease expirations occurring in 2022 and beyond. Hybrid colocation leases are typically 3 years in duration, with the majority of hybrid colocation lease expirations occurring between 2021 and 2023. The following table sets forth a summary schedule of the lease expirations as of September 30, 2020. Unless otherwise stated in the footnotes, the information set forth in the table assumes that customers exercise no renewal options and all early termination rights are exercised.
Note: The table below includes the Company’s pro rata share of leases associated with the unconsolidated joint venture. QTS’ pro rata share of the JV is 50%.
Year of Lease Expiration
Number of Leases Expiring (1)
Total Raised Floor of Expiring Leases% of Portfolio Leased Raised Floor
Annualized Rent (2)
% of Portfolio Annualized RentHyperscale as % of Portfolio Annualized RentHybrid Colocation as % of Portfolio Annualized Rent
Month-to-Month (3)
975 10,659 %$9,136,059 %— %%
2020743 89,694 %44,064,909 10 %%%
20211,624 306,530 22 %117,510,610 27 %%20 %
20221,145 348,715 25 %120,039,065 27 %12 %15 %
2023666 139,689 10 %63,826,055 14 %%12 %
After 2023598 508,037 36 %88,383,153 20 %11 %%
Portfolio Total5,751 1,403,324 100 %$442,959,851 100 %34 %66 %
________________________________________________________
(1)Represents each agreement with a customer signed as of September 30, 2020 for which billing has commenced; a lease agreement could include multiple spaces and a customer could have multiple leases.
(2)The Company defines annualized rent as MRR multiplied by 12. The Company calculates MRR as monthly contractual revenue under executed contracts as of a particular date, but excludes customer recoveries, deferred set up fees, variable related revenues, non-cash revenues and other one-time revenues. MRR does not include the impact from booked-not-billed contracts as of a particular date, unless otherwise specifically noted. This amount reflects the annualized cash rental payments.
(3)Consists of customer leases whose original contract terms ended and have continued on a month-to-month basis.
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Largest Customers
As of September 30, 2020, the Company’s portfolio was leased to over 1,200 customers comprised of companies of all sizes representing an array of industries, each with unique and varied business models and needs. The following table sets forth information regarding the ten largest customers in the portfolio based on annualized rent as of September 30, 2020 (does not include rents or maturities associated with booked-not-billed customers or ramps for existing customers which have not yet commenced billing).
Note: The table below includes the Company’s pro rata share of leases associated with the unconsolidated joint venture. QTS’ pro rata share of the JV is 50%.
Principal Customer IndustryNumber of Locations
Annualized Rent (1)
% of Portfolio Annualized Rent
Weighted Average Remaining Lease Term (months) (2)
Content & Digital Media2$47,141,653 10.6 %20
Cloud & IT Services424,616,977 5.6 %54
Cloud & IT Services119,241,485 4.3 %18
Content & Digital Media415,696,327 3.5 %22
Cloud & IT Services914,430,999 3.3 %41
Cloud & IT Services310,534,631 2.4 %43
Cloud & IT Services57,319,088 1.7 %12
Government & Security16,977,837 1.6 %30
Retail16,612,304 1.5 %21
Other26,294,326 1.4 %19
Total / Weighted Average$158,865,627 35.9 %29
________________________________________________________
(1)Annualized rent is presented for leases commenced as of September 30, 2020. We define annualized rent as MRR multiplied by 12. We calculate MRR as monthly contractual revenue under signed leases as of a particular date, but excludes customer recoveries, deferred set-up fees, variable related revenues, non-cash revenues and other one-time revenues. MRR does not include the impact from booked-not-billed leases (which represent customer leases that have been executed but for which lease payments have not commenced) as of a particular date. This amount reflects the annualized cash rental payments. It does not reflect any free rent, rent abatements or future scheduled rent increases and also excludes operating expense and power reimbursements.
(2)Weighted average based on customer’s percentage of total annualized rent expiring and is as of September 30, 2020.
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Product & Industry Diversification
The following table sets forth information relating to the distribution of leases at the properties, by type of product offering, as of September 30, 2020:
September 30, 2020December 31, 2019
Annualized Rent (1)
% of Portfolio
Annualized Rent (1)
% of Portfolio
Hyperscale$151,107,398 34 %$136,232,356 33 %
Hybrid Colocation291,852,453 66 %272,170,874 67 %
Portfolio Total$442,959,851 100 %$408,403,230 100 %
________________________________________________________
(1)Includes the Company’s pro rata share of leases associated with the unconsolidated joint venture. QTS’ pro rata share of the JV is 50%
The following table sets forth information relating to the industry segmentation as a percentage of annualized rent of customers as of September 30, 2020:
chart-912c78a32ed34081.jpg
The following table sets forth information relating to the industry segmentation as a percentage of annualized rent of customers as of December 31, 2019:
chart-5e8c6aad55bc42fe.jpg
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Debt Summary and Debt Maturities
(unaudited and in thousands)
The following tables set forth a summary of the Company’s debt instruments:
Weighted Average
Effective Interest Rate at
September 30, 2020 (1)
Outstanding Balance as of:
Maturity Date
Pro Forma September 30, 2020 (2)
September 30, 2020December 31, 2019
Unsecured Credit Facility (3)
Revolving Credit Facility1.38%December 17, 2023$172,951 $522,951 $317,028 
Term Loan A3.26%December 17, 2024225,000 225,000 225,000 
Term Loan B3.30%April 27, 2025225,000 225,000 225,000 
Term Loan C3.46%October 18, 2026250,000 250,000 250,000 
Term Loan D (4)
1.45%January 15, 2026250,000 — — 
Senior Notes (3)
4.75%November 15, 2025— 400,000 400,000 
2028 Senior Notes (4)
3.88%October 1, 2028500,000 — — 
Lenexa Mortgage4.10%May 1, 20221,689 1,689 1,736 
Finance Leases4.36%2021 - 203843,222 43,222 45,140 
Total consolidated debt3.09%
(5)
1,667,862 1,667,862 1,463,904 
QTS’ Pro Rata Share of Unconsolidated JV Debt (3)
4.47%February 22, 202345,314 45,314 35,166 
Total consolidated and unconsolidated debt$1,713,176 $1,713,176 $1,499,070 
________________________________________________________
(1)The coupon interest rates associated with Term Loan A, Term Loan B, Term Loan C and debt at the unconsolidated JV level incorporate the effects of interest rate swaps in effect as of September 30, 2020.
(2)Balances include the pro forma effects of the Company’s issuance of $500 million 2028 Senior Notes and $250 million Term Loan D which were both issued subsequent to September 30, 2020. Pro forma balances assume the proceeds generated from the aforementioned debt issuances were used to fund the redemption of the existing Senior Notes (excluding the impact of early redemption fees) as well as pay down the Company’s unsecured revolving credit facility.
(3)Balances exclude debt issuance costs reflected as offsets to liabilities.
(4)Entered into, or issued, as applicable, subsequent to September 30, 2020. The interest rate on Term Loan D consists of a 1.2% spread plus 0.25% LIBOR floor.
(5)The total consolidated weighted average effective interest rate at September 30, 2020 is calculated excluding the pro forma effects of Term Loan D and the 2028 Senior Notes.
Pro Forma September 30, 2020 (1)
% of
total
Outstanding Balance as of: September 30, 2020 (2)
% of
total
Outstanding Balance as of:
December 31, 2019 (2)
% of
total
Fixed Rate Debt$1,290,225 75.3 %$1,190,225 69.5 %$1,082,042 72.2 %
Floating Rate Debt422,951 24.7 %522,951 30.5 %417,028 27.8 %
$1,713,176 100.0 %$1,713,176 100.0 %$1,499,070 100.0 %
________________________________________________________
(1)Balances include the pro forma effects of the Company’s issuance of $500 million 2028 Senior Notes and $250 million Term Loan D which were both issued subsequent to September 30, 2020. Pro forma balances assume the proceeds generated from the aforementioned debt issuances were used to fund the redemption of the existing Senior Notes as well as pay down the Company’s unsecured revolving credit facility.
(2)As of September 30, 2020, the entire balance of all term loan debt is swapped to a fixed rate. As of September 30, 2020, the calculation includes the effects of $90 million of debt at the joint venture (of which $45 million is QTS’ share) that is swapped to a fixed rate. As of December 31, 2019, the calculation included all debt that was currently at a fixed rate and pro forma for an additional $200 million of debt that was swapped to a fixed rate that became effective January 2, 2020. As of December 31, 2019, the calculation also included the effects of $70 million of debt at the joint venture (of which $35 million is QTS’ share) that was swapped to a fixed rate.





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Scheduled debt maturities as of September 30, 2020:

Debt instruments20202021202220232024ThereafterTotal
Unsecured Credit Facility (1)
$— $— $— $522,951 $225,000 $475,000 $1,222,951 
Senior Notes (1)
— — — — — 400,000 400,000 
Lenexa Mortgage18 72 1,599 — — — 1,689 
Finance Leases660 2,713 2,958 3,229 3,516 30,146 43,222 
Total consolidated debt678 2,785 4,557 526,180 228,516 905,146 1,667,862 
QTS’ Pro Rata Share of Unconsolidated JV Debt (1)
45,204 96 45,314 
Total consolidated and unconsolidated debt$679 $2,789 $4,561 $571,384 $228,521 $905,242 $1,713,176 
Pro forma total consolidated and unconsolidated debt (2)
$679 $2,789 $4,561 $221,384 $228,521 $1,255,242 $1,713,176 
________________________________________________________
(1)Balances excludes debt issuance costs reflected as offsets to liabilities.
(2)Balances include the pro forma effects of the Company’s issuance of $500 million 2028 Senior Notes and $250 million Term Loan D which were both issued subsequent to September 30, 2020. Pro forma balances assume the proceeds generated from the aforementioned debt issuances were used to fund the redemption of the existing Senior Notes as well as pay down the Company’s unsecured revolving credit facility.
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Interest Summary
(unaudited and in thousands)
A summary of the Company’s interest expense is as follows:
Three Months EndedNine Months Ended
September 30,June 30,September 30,September 30,
20202020201920202019
Interest costs and fees$13,664 $13,627 $14,409 $41,567 $42,246 
Amortization of deferred financing costs990 991 978 2,968 2,935 
Capitalized interest (1)
(7,138)(7,694)(8,663)(22,933)(24,852)
Total consolidated interest expense7,516 6,924 6,724 21,602 20,329 
QTS’ pro rata share of unconsolidated JV interest expense666 526 478 1,733 1,190 
Total consolidated and unconsolidated interest expense$8,182 $7,450 $7,202 $23,335 $21,519 
________________________________________________________
(1)The weighted average interest rate, including the effects of interest rate swaps, for the three months ended September 30, 2020, June 30, 2020, and September 30, 2019 was 3.09%, 3.12%, and 4.27%, respectively.
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Appendix
Non-GAAP Financial Measures
This document includes certain non-GAAP financial measures that management believes are helpful in understanding the Company’s business, as further described below.
The Company considers the following non-GAAP financial measures to be useful to investors as key supplemental measures of the Company’s performance: (1) Revenue; (2) FFO, Operating FFO and Adjusted Operating FFO; (3) MRR and Recognized MRR; (4) NOI; and (5) EBITDAre and Adjusted EBITDA. These non-GAAP financial measures should be considered along with, but not as alternatives to, net income or loss and cash flows from operating activities as a measure of the Company’s operating performance. Revenue, FFO, Operating FFO, Adjusted Operating FFO, MRR, NOI, EBITDA and Adjusted EBITDA, as calculated by us may not be comparable to FFO, Operating FFO, Adjusted Operating FFO, MRR, NOI, EBITDA and Adjusted EBITDA as reported by other companies that do not use the same definition or implementation guidelines or interpret the standards differently from us.
Definitions
Booked-not-billed (“BNB”). The Company defines booked-not-billed as customer leases that have been signed, but for which lease payments have not yet commenced.
Leasable raised floor. The Company defines leasable raised floor as the amount of raised floor square footage that the Company has leased plus the available capacity of raised floor square footage that is in a leasable format as of a particular date and according to a particular product configuration. The amount of leasable raised floor may change even without completion of new development projects due to changes in the Company’s configuration of product space.
Basis-of-design raised floor space. The Company defines basis-of-design raised floor space as the total data center raised floor potential of its existing data center facilities.
Operating NRSF. Represents the total square feet of a building that is currently leased or available for lease plus developed supporting infrastructure, based on engineering drawings and estimates, but does not include space held for development or space used for the Company’s own office space.
The Company. Refers to QTS Realty Trust, Inc., a Maryland corporation, together with its consolidated subsidiaries, including QualityTech, LP (the “Operating Partnership” or “OP”).
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FFO, Operating FFO, and Adjusted Operating FFO
The Company considers funds from operations (“FFO”), to be a supplemental measure of its performance which should be considered along with, but not as an alternative to, net income (loss) and cash provided by operating activities as a measure of operating performance. The Company calculates FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts (“NAREIT”). FFO represents net income (loss) (computed in accordance with GAAP), adjusted to exclude gains (or losses) from sales of depreciable real estate related to its primary business, impairment write-downs of depreciable real estate related to its primary business, real estate-related depreciation and amortization and similar adjustments for unconsolidated entities. To the extent the Company incurs gains or losses from the sale of assets that are incidental to its primary business, or incurs impairment write-downs associated with assets that are incidental to its primary business, it includes such charges in its calculation of FFO. The Company’s management uses FFO as a supplemental operating performance measure because, in excluding real estate-related depreciation and amortization, impairment write-downs of depreciable real estate and gains and losses from property dispositions, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs.
Due to the volatility and nature of certain significant charges and gains recorded in the Company’s operating results that management believes are not reflective of its operating performance, management computes an adjusted measure of FFO, which the Company refers to as Operating funds from operations (“Operating FFO”). Operating FFO is a non-GAAP measure that is used as a supplemental operating measure and to provide additional information to users of the financial statements. The Company generally calculates Operating FFO as FFO excluding certain non-routine charges and gains and losses that management believes are not indicative of the results of the Company’s operating real estate portfolio. The Company believes that Operating FFO provides investors with another financial measure that may facilitate comparisons of operating performance between periods and, to the extent they calculate Operating FFO on a comparable basis, between REITs.
Adjusted Operating Funds From Operations (“Adjusted Operating FFO”) is a non-GAAP measure that is used as a supplemental operating measure and to provide additional information to users of the financial statements. The Company calculates Adjusted Operating FFO by adding or subtracting from Operating FFO items such as: maintenance capital investment, paid leasing commissions, amortization of deferred financing costs, non-real estate depreciation and amortization, straight line rent adjustments, income taxes, equity-based compensation and similar adjustments for unconsolidated entities.
The Company offers these measures because it recognizes that FFO, Operating FFO and Adjusted Operating FFO will be used by investors as a basis to compare its operating performance with that of other REITs. However, because FFO, Operating FFO and Adjusted Operating FFO exclude real estate depreciation and amortization and capture neither the changes in the value of the Company’s properties that result from use or market conditions, nor the level of capital expenditures and capitalized leasing commissions necessary to maintain the operating performance of its properties, all of which have real economic effect and could materially impact its financial condition, cash flows and results of operations, the utility of FFO, Operating FFO and Adjusted Operating FFO as measures of its operating performance is limited. The Company’s calculation of FFO may not be comparable to measures calculated by other companies who do not use the NAREIT definition of FFO or do not calculate FFO in accordance with NAREIT guidance. In addition, the Company’s calculations of FFO, Operating FFO and Adjusted Operating FFO are not necessarily comparable to FFO, Operating FFO and Adjusted Operating FFO as calculated by other REITs that do not use the same definition or implementation guidelines or interpret the standards differently from us. FFO, Operating FFO and Adjusted Operating FFO are non-GAAP measures and should not be considered a measure of the Company’s results of operations or liquidity or as a substitute for, or an alternative to, net income (loss), cash provided by operating activities or any other performance measure determined in accordance with GAAP, nor is it indicative of funds available to fund its cash needs, including its ability to make distributions to its stockholders.
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A reconciliation of net income to FFO, Operating FFO and Adjusted Operating FFO is presented below (unaudited and in thousands):
Three Months EndedNine Months Ended
September 30,June 30,September 30,September 30,
20202020201920202019
FFO
Net income$6,907 $10,209 $6,588 $25,236 $35,271 
Equity in net loss of unconsolidated entity366 590 317 1,633 992 
Real estate depreciation and amortization47,880 44,196 39,969 133,776 114,440 
Gain on sale of real estate, net— — — — (13,408)
Pro rata share of FFO from unconsolidated entity512 399 369 1,189 754 
FFO (1)
55,665 55,394 47,243 161,834 138,049 
Preferred stock dividends(7,045)(7,045)(7,045)(21,135)(21,135)
FFO available to common stockholders & OP unit holders48,620 48,349 40,198 140,699 116,914 
Transaction and integration costs1,078 381 827 1,675 3,080 
Operating FFO available to common stockholders & OP unit holders (2)
49,698 48,730 41,025 142,374 119,994 
Maintenance capital expenditures(2,268)(4,220)(381)(8,150)(3,323)
Leasing commissions paid(9,670)(6,805)(7,302)(25,473)(20,345)
Amortization of deferred financing costs990 991 978 2,968 2,935 
Non real estate depreciation and amortization3,498 3,358 2,906 10,226 8,704 
Straight line rent revenue and expense and other(7,196)(5,702)(2,278)(16,653)(4,679)
Tax expense from operating results227 138 369 196 779 
Equity-based compensation expense7,315 6,082 4,456 18,271 12,052 
Adjustments for unconsolidated entity(211)(88)63 (232)43 
Adjusted Operating FFO available to common stockholders & OP unit holders (2)
$42,383 $42,484 $39,836 $123,527 $116,160 
________________________________________________________
(1)No gains, losses or impairment write-downs associated with assets incidental to our primary business were incurred during the three months ended September 30, 2020, June 30, 2020 and September 30, 2019, nor were any gains, losses or impairment write-downs associated with assets incidental to our primary business incurred during the nine months ended September 30, 2020 and 2019.
(2)The Company’s calculations of Operating FFO and Adjusted Operating FFO may not be comparable to Operating FFO and Adjusted Operating FFO as calculated by other REITs that do not use the same definition.
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Monthly Recurring Revenue (MRR) and Recognized MRR
The Company calculates MRR as monthly contractual revenue under signed leases as of a particular date, which includes revenue from its rental and managed services activities, but excludes customer recoveries, deferred set-up fees, variable related revenues, non-cash revenues and other one-time revenues. MRR is also calculated to include the Company’s pro rata share of monthly contractual revenue under signed leases as of a particular date associated with unconsolidated entities, which includes revenue from the unconsolidated entity’s rental and managed services activities, but excludes the unconsolidated entity’s customer recoveries, deferred set-up fees, variable related revenues, non-cash revenues and other one-time revenues. MRR reflects the annualized cash rental payments. It does not include the impact from booked-not-billed leases as of a particular date, unless otherwise specifically noted.
Separately, the Company calculates recognized MRR as the recurring revenue recognized during a given period, which includes revenue from its rental and managed services activities, but excludes customer recoveries, deferred set up fees, variable related revenues, non-cash revenues and other one-time revenues.
Management uses MRR and recognized MRR as supplemental performance measures because they provide useful measures of increases in contractual revenue from the Company’s customer leases and customer leases attributable to the Company’s business. MRR and recognized MRR should not be viewed by investors as alternatives to actual monthly revenue, as determined in accordance with GAAP. Other companies may not calculate MRR or recognized MRR in the same manner. Accordingly, the Company’s MRR and recognized MRR may not be comparable to other companies’ MRR and recognized MRR. MRR and recognized MRR should be considered only as supplements to total revenues as a measure of its performance. MRR and recognized MRR should not be used as measures of the Company’s results of operations or liquidity, nor is it indicative of funds available to meet its cash needs, including its ability to make distributions to its stockholders.
A reconciliation of total revenues to recognized MRR in the period and MRR at period-end is presented below (unaudited and in thousands):
Three Months EndedNine Months Ended
September 30,June 30,September 30,September 30,
20202020201920202019
Recognized MRR in the period
Total period revenues (GAAP basis)$137,538 $131,640 $125,255 $395,471 $357,111 
Less: Total period variable lease revenue from recoveries(14,887)(12,528)(17,563)(39,689)(41,028)
Total period deferred setup fees(5,300)(4,520)(4,041)(13,745)(11,095)
Total period straight line rent and other(9,184)(9,327)(4,768)(26,543)(14,195)
Recognized MRR in the period108,167 105,265 98,883 315,494 290,793 
MRR at period end
Total period revenues (GAAP basis)$137,538 $131,640 $125,255 $395,471 $357,111 
Less: Total revenues excluding last month (91,485)(87,538)(81,114)(349,418)(312,970)
Total revenues for last month of period46,053 44,102 44,141 46,053 44,141 
Less: Last month variable lease revenue from recoveries(4,643)(4,350)(6,369)(4,643)(6,369)
Last month deferred setup fees(1,864)(1,533)(1,684)(1,864)(1,684)
Last month straight line rent and other(3,044)(2,480)(3,452)(3,044)(3,452)
Add: Pro rata share of MRR at period end of unconsolidated entity411 352 343 411 343 
MRR at period end$36,913 $36,091 $32,979 $36,913 $32,979 
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Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate (EBITDAre) and Adjusted EBITDA,
The Company calculates EBITDAre in accordance with the standards established by NAREIT. EBITDAre represents net income (loss) (computed in accordance with GAAP), adjusted to exclude gains (or losses) from sales of depreciated property related to its primary business, income tax expense (or benefit), interest expense, depreciation and amortization, impairments of depreciated property related to its primary business , and similar adjustments for unconsolidated entities. The Company’s management uses EBITDAre as a supplemental performance measure because it provides performance measures that, when compared year over year, captures the performance of the Company’s operations by removing the impact of capital structure (primarily interest expense) and asset based charges (primarily depreciation and amortization) from its operating results.
Due to the volatility and nature of certain significant charges and gains recorded in the Company’s operating results that management believes are not reflective of its operating performance, management computes an adjusted measure of EBITDAre, which the Company refers to as Adjusted EBITDA. The Company generally calculates Adjusted EBITDA excluding certain non-routine charges, write off of unamortized deferred financing costs, gains (losses) on extinguishment of debt, restructuring costs, and transaction and integration costs, as well as the Company’s pro-rata share of each of those respective expenses associated with the unconsolidated entity aggregated into one line item categorized as “Adjustments for the unconsolidated entity.” In addition, the Company calculates Adjusted EBITDA excluding certain non-cash recurring costs such as equity-based compensation. The Company believes that Adjusted EBITDA provides investors with another financial measure that may facilitate comparisons of operating performance between periods and, to the extent other REITs calculate Adjusted EBITDA on a comparable basis, between REITs.
Management uses EBITDAre and Adjusted EBITDA as supplemental performance measures as they provide useful measures of assessing the Company’s operating results. Other companies may not calculate EBITDAre or Adjusted EBITDA in the same manner. Accordingly, the Company’s EBITDAre and Adjusted EBITDA may not be comparable to others. EBITDAre and Adjusted EBITDA should be considered only as supplements to net income (loss) as measures of the Company’s performance and should not be used as substitutes for net income (loss), as measures of its results of operations or liquidity or as an indications of funds available to meet its cash needs, including its ability to make distributions to its stockholders.
A reconciliation of net income to EBITDAre and Adjusted EBITDA is presented below (unaudited and in thousands):
Three Months EndedNine Months Ended
September 30,June 30,September 30,September 30,
20202020201920202019
EBITDAre and Adjusted EBITDA
Net income$6,907 $10,209 $6,588 $25,236 $35,271 
Equity in net loss of unconsolidated entity366 590 317 1,633 992 
Interest income— (2)(22)(2)(103)
Interest expense7,516 6,924 6,724 21,602 20,329 
Tax expense of taxable REIT subsidiaries227 138 369 196 779 
Depreciation and amortization51,378 47,554 42,875 144,002 123,144 
Gain on disposition of depreciated property— — — — (13,408)
Pro rata share of EBITDAre from unconsolidated entity1,178 924 867 2,921 1,945 
EBITDAre (1)
$67,572 $66,337 $57,718 $195,588 $168,949 
Equity-based compensation expense7,315 6,082 4,456 18,271 12,052 
Transaction, integration and implementation costs1,099 381 827 1,696 3,080 
Adjusted EBITDA$75,986 $72,800 $63,001 $215,555 $184,081 
________________________________________________________
(1)No gains, losses or impairment write-downs associated with assets incidental to our primary business were incurred during the three months ended September 30, 2020, June 30, 2020 and September 30, 2019, nor were any gains, losses or impairment write-downs associated with assets incidental to our primary business incurred during the nine months ended September 30, 2020 and 2019.
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Net Operating Income (NOI)
The Company calculates net operating income (“NOI”) as net income (loss) (computed in accordance with GAAP), excluding: interest expense, interest income, tax expense (benefit) of taxable REIT subsidiaries, depreciation and amortization, write off of unamortized deferred financing costs, other (income) expense, debt restructuring costs, transaction, integration and impairment costs, gain (loss) on sale of real estate, restructuring costs, general and administrative expenses and similar adjustments for unconsolidated entities. The Company allocates a management fee charge of 4% of cash revenues for all facilities as a property operating cost and a corresponding reduction to general and administrative expense to cover the day-to-day administrative costs to operate our data centers. The management fee charge is reflected as a reduction to net operating income.
Management uses NOI as a supplemental performance measure because it provides a useful measure of the operating results from its customer leases. In addition, management believes it is useful to investors in evaluating and comparing the operating performance of its properties and to compute the fair value of its properties. The Company’s NOI may not be comparable to other REITs’ NOI as other REITs may not calculate NOI in the same manner. NOI should be considered only as a supplement to net income as a measure of the Company’s performance and should not be used as a measure of results of operations or liquidity or as an indication of funds available to meet cash needs, including the ability to make distributions to stockholders. NOI is a measure of the operating performance of the Company’s properties and not of the Company’s performance as a whole. NOI is therefore not a substitute for net income (loss) as computed in accordance with GAAP.
A reconciliation of net income to NOI is presented below (unaudited and in thousands):
Three Months EndedNine Months Ended
September 30,June 30,September 30,September 30,
20202020201920202019
Net Operating Income (NOI)
Net income$6,907 $10,209 $6,588 $25,236 $35,271 
Equity in net loss of unconsolidated entity366 590 317 1,633 992 
Interest income— (2)(22)(2)(103)
Interest expense7,516 6,924 6,724 21,602 20,329 
Depreciation and amortization51,378 47,554 42,875 144,002 123,144 
Other (income) expense— — (370)(159)(330)
Tax expense of taxable REIT subsidiaries227 138 369 196 779 
Transaction and integration costs1,078 381 827 1,675 3,080 
General and administrative expenses22,082 21,391 19,504 64,156 59,519 
Gain on sale of real estate, net— — — — (13,408)
NOI from consolidated operations (1)
$89,554 $87,185 $76,812 $258,339 $229,273 
Pro rata share of NOI from unconsolidated entity1,180 927 872 2,950 1,948 
Total NOI (1)
$90,734 $88,112 $77,684 $261,289 $231,221 
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(1)Includes facility level general and administrative allocation charges of 4% of cash revenue for all facilities. These allocated charges aggregated to $5.1 million, $4.8 million and $4.8 million for the three months ended September 30, 2020, June 30, 2020 and September 30, 2019, respectively, and $14.6 million and $13.9 million for the nine months ended September 30, 2020 and 2019, respectively.
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QTS Q3 Earnings 2020
Contact: IR@qtsdatacenters.com