-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FUxL+/h240IsFg743sNu/d2U6T4FxqYoYTVgQL3aDAvaLMwpVNx+W14l/c+q0Snm qxkGDJI5px4Cy9yw23c1Jw== 0001193125-08-075418.txt : 20080404 0001193125-08-075418.hdr.sgml : 20080404 20080404170446 ACCESSION NUMBER: 0001193125-08-075418 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080404 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080404 DATE AS OF CHANGE: 20080404 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Digital Realty Trust, Inc. CENTRAL INDEX KEY: 0001297996 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32336 FILM NUMBER: 08741198 BUSINESS ADDRESS: STREET 1: 560 MISSION STREET STREET 2: SUITE 2900 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: (415)738-6500 MAIL ADDRESS: STREET 1: 560 MISSION STREET STREET 2: SUITE 2900 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 4, 2008

 

 

DIGITAL REALTY TRUST, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   001-32336   26-0081711

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification Number)

 

560 Mission Street, Suite 2900

San Francisco, California

  94105
(Address of principal executive offices)   (Zip Code)

(415) 738-6500

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.02 Results of Operations and Financial Condition.

The information in this Item 2.02 of this Current Report is also being furnished under Item 7.01—“Regulation FD Disclosure” of Form 8-K. Such information, including the exhibit attached hereto, is furnished pursuant to Item 2.02 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act regardless of any general incorporation language in such filing.

Attached hereto as Exhibit 99.1 and incorporated by reference herein are reconciliations of non-GAAP financial measures that are included in our annual report to be mailed to shareholders on or about April 5, 2008 and available on our e-proxy website located at http://phx.corporate-ir.net/staging/phoenix.zhtml?c=182279&p=proxy.

 

Item 7.01 Regulation FD Disclosure.

The information in this Item 7.01 of this Current Report is also being furnished under Item 2.02—“Results of Operations and Financial Condition” of Form 8-K. Such information, including the exhibit attached hereto, is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.

Attached hereto as Exhibit 99.1 and incorporated by reference herein are reconciliations of non-GAAP financial measures that are included in our annual report to be mailed to shareholders on or about April 5, 2008 and available on our e-proxy website located at http://phx.corporate-ir.net/staging/phoenix.zhtml?c=182279&p=proxy.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

  

Description

99.1    Reconciliations of non-GAAP financial measures.


SIGNATURES

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

 

Digital Realty Trust, Inc.
By:   /s/ A. William Stein
  A. William Stein
 

Chief Financial Officer and Chief

Investment Officer

Date: April 4, 2008


EXHIBITS

 

Exhibit No.

  

Description

99.1    Reconciliations of non-GAAP financial measures.
EX-99.1 2 dex991.htm RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES Reconciliations of non-GAAP financial measures

Exhibit 99.1

Reconciliation of Non-GAAP Financial Measures

EBITDA is reconciled to net income (loss) available to common stockholders as follows:

 

     Fiscal Years Ended
     2007    2006
     ($ in thousands)

Net income (loss) available to common stockholders

   $ 21,262    $ 17,612

Interest including discontinued operations

     65,011      52,671

Depreciation and amortization(1)

     134,773      91,443
             

EBITDA

   $ 221,046    $ 161,726
             

 

(1)

Depreciation and amortization was computed as follows:

 

     Fiscal Years Ended
     2007    2006
     ($ in thousands)

Depreciation and amortization per income statement

   $ 134,394    $ 86,129

Depreciation and amortization of discontinued operations

     379      5,314
             

Depreciation and amortization

   $ 134,773    $ 91,443
             

We believe that earnings before interest expense, income taxes, depreciation and amortization, or EBITDA is a useful supplemental performance measure because it allows investors to view our performance without the impact of noncash depreciation and amortization or the cost of debt. In addition, we believe EBITDA is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs. Because EBITDA is calculated before recurring cash charges including interest expense and income taxes, and is not adjusted for capital expenditures or other recurring cash requirements of our business, its utility as a measure of our performance is limited. Accordingly, EBITDA should be considered only as a supplement to net income (computed in accordance with GAAP) as a measure of our financial performance. Other equity REITs may calculate EBITDA differently than we do; accordingly, our EBITDA may not comparable to such other REITs’ EBITDA. EBITDA for the periods presented includes the results of properties sold in 2006 and 2007: 7979 East Tufts Avenue (July 2006), 100 Technology Center Drive (March 2007) and 4055 Valley View Lane (March 2007).


Funds from operations is reconciled to net income (loss) available to common stockholders as follows:

 

     Fiscal Years Ended  
     2007     2006  
     ($ in thousands)  

Net income (loss) available to common stockholders

   $ 21,262     $ 17,612  

Minority interests in operating partnership including discontinued operations

     4,073       12,911  

Real estate related depreciation and amortization(1)

     134,240       90,932  

Real estate related depreciation and amortization related to investment in unconsolidated joint venture

     3,934       796  

Gain on sale of assets

     (18,049 )     (18,096 )
                

Funds from operations

   $ 145,460     $ 104,155  
                

 

(1)

Real estate depreciation and amortization was computed as follows:

 

 

     Fiscal Years Ended  
     2007     2006  
     ($ in thousands)  

Depreciation and amortization per income statement

   $ 134,394     $ 86,129  

Depreciation and amortization of discontinued operations

     379       5,314  

Non-real estate depreciation

     (533 )     (511 )
                

Real estate depreciation and amortization

   $ 134,240     $ 90,932  
                

We calculate Funds from Operations, or FFO, in accordance with the standards established by the National Association of Real Estate Investment Trusts, or NAREIT. FFO represents net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of property, real estate related depreciation and amortization (excluding amortization of deferred financing costs) and after adjustments for unconsolidated partnerships and joint ventures. Management uses FFO as a supplemental performance measure because, in excluding real estate related depreciation and amortization and gains and losses from property dispositions, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We also believe that, as a widely recognized measure of the performance of REITs, FFO will be used by investors as a basis to compare our operating performance with that of other REITs. However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited. Other REITs may not calculate FFO in accordance with the NAREIT definition and, accordingly, our FFO may not be comparable to such other REITs’ FFO. Accordingly, FFO should be considered only as a supplement to net income as a measure of our performance. FFO for the periods presented includes the results of properties sold in 2006 and 2007: 7979 East Tufts Avenue (July 2006), 100 Technology Center Drive (March 2007) and 4055 Valley View Lane (March 2007).

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