x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Indiana (Duke Realty Corporation)
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35-1740409 (Duke Realty Corporation)
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Indiana (Duke Realty Limited Partnership)
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35-1898425 (Duke Realty Limited Partnership)
|
(State or Other Jurisdiction
of Incorporation or Organization)
|
|
(I.R.S. Employer
Identification Number)
|
600 East 96th Street, Suite 100
Indianapolis, Indiana
|
|
46240
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
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Duke Realty Corporation
|
Yes x
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No o
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Duke Realty Limited Partnership
|
Yes x
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No o
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Duke Realty Corporation
|
Yes x
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No o
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Duke Realty Limited Partnership
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Yes x
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No o
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Large accelerated filer x
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Accelerated filer o
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Non-accelerated filer o
|
Smaller reporting company o
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Emerging growth company o
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer x
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Smaller reporting company o
|
Emerging growth company o
|
Duke Realty Corporation
|
Yes o
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No x
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Duke Realty Limited Partnership
|
Yes o
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No x
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Class
|
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Outstanding Common Shares of Duke Realty Corporation at April 24, 2019
|
Common Stock 0.01 par value per share
|
|
359,428,082
|
•
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enhances investors' understanding of the General Partner and the Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
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•
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eliminates duplicative disclosure and provides a more streamlined and readable presentation of information since a substantial portion of the Company's disclosure applies to both the General Partner and the Partnership; and
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•
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creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.
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Page
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Duke Realty Corporation:
|
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Duke Realty Limited Partnership:
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Duke Realty Corporation and Duke Realty Limited Partnership:
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March 31,
2019 |
|
December 31,
2018 |
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Real estate investments:
|
|
|
|
||||
Real estate assets
|
$
|
7,428,408
|
|
|
$
|
7,248,346
|
|
Construction in progress
|
482,326
|
|
|
477,162
|
|
||
Investments in and advances to unconsolidated joint ventures
|
116,679
|
|
|
110,795
|
|
||
Undeveloped land
|
379,839
|
|
|
360,816
|
|
||
|
8,407,252
|
|
|
8,197,119
|
|
||
Accumulated depreciation
|
(1,380,313
|
)
|
|
(1,344,176
|
)
|
||
Net real estate investments
|
7,026,939
|
|
|
6,852,943
|
|
||
|
|
|
|
||||
Real estate investments and other assets held-for-sale
|
1,940
|
|
|
1,082
|
|
||
|
|
|
|
||||
Cash and cash equivalents
|
15,295
|
|
|
17,901
|
|
||
Accounts receivable
|
14,496
|
|
|
14,254
|
|
||
Straight-line rent receivable
|
115,210
|
|
|
109,334
|
|
||
Receivables on construction contracts, including retentions
|
24,095
|
|
|
41,215
|
|
||
Deferred leasing and other costs, net of accumulated amortization of $199,478 and $200,744
|
308,460
|
|
|
313,799
|
|
||
Notes receivable from property sales
|
237,550
|
|
|
272,550
|
|
||
Other escrow deposits and other assets
|
218,495
|
|
|
180,946
|
|
||
|
$
|
7,962,480
|
|
|
$
|
7,804,024
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Indebtedness:
|
|
|
|
||||
Secured debt, net of deferred financing costs of $204 and $238
|
$
|
36,896
|
|
|
$
|
79,563
|
|
Unsecured debt, net of deferred financing costs of $25,072 and $26,062
|
2,549,928
|
|
|
2,548,938
|
|
||
Unsecured line of credit
|
240,000
|
|
|
30,000
|
|
||
|
2,826,824
|
|
|
2,658,501
|
|
||
|
|
|
|
||||
Liabilities related to real estate investments held-for-sale
|
41
|
|
|
—
|
|
||
|
|
|
|
||||
Construction payables and amounts due subcontractors, including retentions
|
76,380
|
|
|
92,288
|
|
||
Accrued real estate taxes
|
67,460
|
|
|
73,358
|
|
||
Accrued interest
|
26,932
|
|
|
16,153
|
|
||
Other liabilities
|
238,246
|
|
|
205,433
|
|
||
Tenant security deposits and prepaid rents
|
45,426
|
|
|
45,048
|
|
||
Total liabilities
|
3,281,309
|
|
|
3,090,781
|
|
||
Shareholders' equity:
|
|
|
|
||||
Common shares ($0.01 par value); 600,000 shares authorized; 359,420 and 358,851 shares issued and outstanding, respectively
|
3,594
|
|
|
3,589
|
|
||
Additional paid-in capital
|
5,250,157
|
|
|
5,244,375
|
|
||
Accumulated other comprehensive loss
|
(14,018
|
)
|
|
(4,676
|
)
|
||
Distributions in excess of net income
|
(618,123
|
)
|
|
(585,087
|
)
|
||
Total shareholders' equity
|
4,621,610
|
|
|
4,658,201
|
|
||
Noncontrolling interests
|
59,561
|
|
|
55,042
|
|
||
Total equity
|
4,681,171
|
|
|
4,713,243
|
|
||
|
$
|
7,962,480
|
|
|
$
|
7,804,024
|
|
|
2019
|
|
2018
|
||||
Revenues:
|
|
|
|
||||
Rental and related revenue
|
$
|
209,965
|
|
|
$
|
193,456
|
|
General contractor and service fee revenue
|
54,964
|
|
|
41,101
|
|
||
|
264,929
|
|
|
234,557
|
|
||
Expenses:
|
|
|
|
||||
Rental expenses
|
20,668
|
|
|
19,913
|
|
||
Real estate taxes
|
32,442
|
|
|
31,146
|
|
||
General contractor and other services expenses
|
52,586
|
|
|
40,409
|
|
||
Depreciation and amortization
|
75,992
|
|
|
77,529
|
|
||
|
181,688
|
|
|
168,997
|
|
||
Other operating activities:
|
|
|
|
||||
Equity in earnings of unconsolidated joint ventures
|
4,715
|
|
|
8,287
|
|
||
Gain on sale of properties
|
(163
|
)
|
|
44,886
|
|
||
Gain on land sales
|
750
|
|
|
2,949
|
|
||
Other operating expenses
|
(2,123
|
)
|
|
(1,269
|
)
|
||
Non-incremental costs related to successful leases
|
(2,156
|
)
|
|
—
|
|
||
General and administrative expenses
|
(21,983
|
)
|
|
(21,023
|
)
|
||
|
(20,960
|
)
|
|
33,830
|
|
||
Operating income
|
62,281
|
|
|
99,390
|
|
||
Other income (expenses):
|
|
|
|
||||
Interest and other income, net
|
2,758
|
|
|
4,463
|
|
||
Interest expense
|
(22,132
|
)
|
|
(20,000
|
)
|
||
Loss on debt extinguishment
|
(13
|
)
|
|
—
|
|
||
Gain on involuntary conversion
|
2,259
|
|
|
—
|
|
||
Income from continuing operations before income taxes
|
45,153
|
|
|
83,853
|
|
||
Income tax expense
|
(385
|
)
|
|
(10,329
|
)
|
||
Income from continuing operations
|
44,768
|
|
|
73,524
|
|
||
Discontinued operations:
|
|
|
|
||||
Loss before gain on sales
|
—
|
|
|
(8
|
)
|
||
Gain on sale of properties
|
155
|
|
|
132
|
|
||
Income from discontinued operations
|
155
|
|
|
124
|
|
||
Net income
|
44,923
|
|
|
73,648
|
|
||
Net income attributable to noncontrolling interests
|
(372
|
)
|
|
(685
|
)
|
||
Net income attributable to common shareholders
|
$
|
44,551
|
|
|
$
|
72,963
|
|
Basic net income per common share:
|
|
|
|
||||
Continuing operations attributable to common shareholders
|
$
|
0.12
|
|
|
$
|
0.20
|
|
Diluted net income per common share:
|
|
|
|
||||
Continuing operations attributable to common shareholders
|
$
|
0.12
|
|
|
$
|
0.20
|
|
Weighted average number of common shares outstanding
|
359,139
|
|
|
356,740
|
|
||
Weighted average number of common shares and potential dilutive securities
|
362,362
|
|
|
360,400
|
|
||
|
|
|
|
||||
Comprehensive income:
|
|
|
|
||||
Net income
|
$
|
44,923
|
|
|
$
|
73,648
|
|
Other comprehensive loss:
|
|
|
|
||||
Unrealized losses on interest rate swap contracts
|
(9,342
|
)
|
|
—
|
|
||
Comprehensive income
|
$
|
35,581
|
|
|
$
|
73,648
|
|
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
44,923
|
|
|
$
|
73,648
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation of buildings and tenant improvements
|
62,423
|
|
|
63,944
|
|
||
Amortization of deferred leasing and other costs
|
13,569
|
|
|
13,585
|
|
||
Amortization of deferred financing costs
|
1,562
|
|
|
1,418
|
|
||
Straight-line rental income and expense, net
|
(5,704
|
)
|
|
(6,288
|
)
|
||
Loss on debt extinguishment
|
13
|
|
|
—
|
|
||
Gain on involuntary conversion
|
(2,259
|
)
|
|
—
|
|
||
Gains on land and property sales
|
(742
|
)
|
|
(47,967
|
)
|
||
Third-party construction contracts, net
|
11,700
|
|
|
(367
|
)
|
||
Other accrued revenues and expenses, net
|
(10,893
|
)
|
|
19,862
|
|
||
Equity in earnings in excess of operating distributions received from unconsolidated joint ventures
|
(33
|
)
|
|
(4,673
|
)
|
||
Net cash provided by operating activities
|
114,559
|
|
|
113,162
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Development of real estate investments
|
(85,772
|
)
|
|
(104,346
|
)
|
||
Acquisition of real estate investments and related intangible assets
|
(76,081
|
)
|
|
(22,801
|
)
|
||
Acquisition of undeveloped land
|
(53,551
|
)
|
|
(67,256
|
)
|
||
Second generation tenant improvements, leasing costs and building improvements
|
(10,245
|
)
|
|
(14,102
|
)
|
||
Other deferred leasing costs
|
(1,712
|
)
|
|
(9,798
|
)
|
||
Other assets
|
(9,381
|
)
|
|
(685
|
)
|
||
Proceeds from the repayments of notes receivable from property sales
|
35,000
|
|
|
39,868
|
|
||
Proceeds from land and property sales, net
|
1,910
|
|
|
131,380
|
|
||
Capital distributions from unconsolidated joint ventures
|
—
|
|
|
9,404
|
|
||
Capital contributions and advances to unconsolidated joint ventures
|
(6,474
|
)
|
|
—
|
|
||
Net cash used for investing activities
|
(206,306
|
)
|
|
(38,336
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from issuance of common shares, net
|
4,492
|
|
|
706
|
|
||
Payments on unsecured debt
|
—
|
|
|
(656
|
)
|
||
Payments on secured indebtedness including principal amortization
|
(42,665
|
)
|
|
(1,345
|
)
|
||
Borrowings on line of credit, net
|
210,000
|
|
|
75,000
|
|
||
Distributions to common shareholders
|
(77,237
|
)
|
|
(71,398
|
)
|
||
Distributions to noncontrolling interests, net
|
(505
|
)
|
|
(680
|
)
|
||
Tax payments on stock-based compensation awards
|
(5,467
|
)
|
|
(7,984
|
)
|
||
Change in book cash overdrafts
|
9,700
|
|
|
(33,448
|
)
|
||
Other financing activities
|
(9,920
|
)
|
|
—
|
|
||
Deferred financing costs
|
—
|
|
|
(285
|
)
|
||
Net cash provided by (used for) financing activities
|
88,398
|
|
|
(40,090
|
)
|
||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(3,349
|
)
|
|
34,736
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
25,517
|
|
|
193,627
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
22,168
|
|
|
$
|
228,363
|
|
|
|
|
|
||||
Non-cash operating activities:
|
|
|
|
||||
Liabilities and right-of-use assets - operating leases
|
$
|
38,792
|
|
|
$
|
—
|
|
|
Common Shareholders
|
|
|
|
|
||||||||||||||
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Distributions
in Excess of
Net Income
|
|
Noncontrolling
Interests
|
|
Total
|
||||||||||
Balance at December 31, 2017
|
$
|
3,564
|
|
|
$
|
5,205,316
|
|
|
$
|
(676,036
|
)
|
|
$
|
41,534
|
|
|
$
|
4,574,378
|
|
Net income
|
—
|
|
|
—
|
|
|
72,963
|
|
|
685
|
|
|
73,648
|
|
|||||
Issuance of common shares
|
—
|
|
|
706
|
|
|
—
|
|
|
—
|
|
|
706
|
|
|||||
Stock-based compensation plan activity
|
6
|
|
|
(1,167
|
)
|
|
(449
|
)
|
|
6,140
|
|
|
4,530
|
|
|||||
Distributions to common shareholders ($0.20 per share)
|
—
|
|
|
—
|
|
|
(71,398
|
)
|
|
—
|
|
|
(71,398
|
)
|
|||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(680
|
)
|
|
(680
|
)
|
|||||
Balance at March 31, 2018
|
$
|
3,570
|
|
|
$
|
5,204,855
|
|
|
$
|
(674,920
|
)
|
|
$
|
47,679
|
|
|
$
|
4,581,184
|
|
|
Common Shareholders
|
|
|
|
|
||||||||||||||||||
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Distributions
in Excess of
Net Income
|
|
Noncontrolling
Interests
|
|
Total
|
||||||||||||
Balance at December 31, 2018
|
$
|
3,589
|
|
|
$
|
5,244,375
|
|
|
$
|
(4,676
|
)
|
|
$
|
(585,087
|
)
|
|
$
|
55,042
|
|
|
$
|
4,713,243
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
44,551
|
|
|
372
|
|
|
44,923
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(9,342
|
)
|
|
—
|
|
|
—
|
|
|
(9,342
|
)
|
||||||
Issuance of common shares
|
1
|
|
|
4,491
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,492
|
|
||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
312
|
|
|
312
|
|
||||||
Stock-based compensation plan activity
|
4
|
|
|
1,291
|
|
|
—
|
|
|
(350
|
)
|
|
4,652
|
|
|
5,597
|
|
||||||
Distributions to common shareholders ($0.215 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(77,237
|
)
|
|
—
|
|
|
(77,237
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(817
|
)
|
|
(817
|
)
|
||||||
Balance at March 31, 2019
|
$
|
3,594
|
|
|
$
|
5,250,157
|
|
|
$
|
(14,018
|
)
|
|
$
|
(618,123
|
)
|
|
$
|
59,561
|
|
|
$
|
4,681,171
|
|
|
March 31,
2019 |
|
December 31, 2018
|
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Real estate investments:
|
|
|
|
||||
Real estate assets
|
$
|
7,428,408
|
|
|
$
|
7,248,346
|
|
Construction in progress
|
482,326
|
|
|
477,162
|
|
||
Investments in and advances to unconsolidated joint ventures
|
116,679
|
|
|
110,795
|
|
||
Undeveloped land
|
379,839
|
|
|
360,816
|
|
||
|
8,407,252
|
|
|
8,197,119
|
|
||
Accumulated depreciation
|
(1,380,313
|
)
|
|
(1,344,176
|
)
|
||
Net real estate investments
|
7,026,939
|
|
|
6,852,943
|
|
||
|
|
|
|
||||
Real estate investments and other assets held-for-sale
|
1,940
|
|
|
1,082
|
|
||
|
|
|
|
||||
Cash and cash equivalents
|
15,295
|
|
|
17,901
|
|
||
Accounts receivable
|
14,496
|
|
|
14,254
|
|
||
Straight-line rent receivable
|
115,210
|
|
|
109,334
|
|
||
Receivables on construction contracts, including retentions
|
24,095
|
|
|
41,215
|
|
||
Deferred leasing and other costs, net of accumulated amortization of $199,478 and $200,744
|
308,460
|
|
|
313,799
|
|
||
Notes receivable from property sales
|
237,550
|
|
|
272,550
|
|
||
Other escrow deposits and other assets
|
218,495
|
|
|
180,946
|
|
||
|
$
|
7,962,480
|
|
|
$
|
7,804,024
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Indebtedness:
|
|
|
|
||||
Secured debt, net of deferred financing costs of $204 and $238
|
$
|
36,896
|
|
|
$
|
79,563
|
|
Unsecured debt, net of deferred financing costs of $25,072 and $26,062
|
2,549,928
|
|
|
2,548,938
|
|
||
Unsecured line of credit
|
240,000
|
|
|
30,000
|
|
||
|
2,826,824
|
|
|
2,658,501
|
|
||
|
|
|
|
||||
Liabilities related to real estate investments held-for-sale
|
41
|
|
|
—
|
|
||
|
|
|
|
||||
Construction payables and amounts due subcontractors, including retentions
|
76,380
|
|
|
92,288
|
|
||
Accrued real estate taxes
|
67,460
|
|
|
73,358
|
|
||
Accrued interest
|
26,932
|
|
|
16,153
|
|
||
Other liabilities
|
238,246
|
|
|
205,433
|
|
||
Tenant security deposits and prepaid rents
|
45,426
|
|
|
45,048
|
|
||
Total liabilities
|
3,281,309
|
|
|
3,090,781
|
|
||
Partners' equity:
|
|
|
|
||||
Common equity (359,420 and 358,851 General Partner Units issued and outstanding, respectively)
|
4,635,628
|
|
|
4,662,877
|
|
||
Limited Partners' common equity (3,149 and 2,920 Limited Partner Units issued and outstanding, respectively)
|
54,941
|
|
|
50,585
|
|
||
Accumulated other comprehensive loss
|
(14,018
|
)
|
|
(4,676
|
)
|
||
Total partners' equity
|
4,676,551
|
|
|
4,708,786
|
|
||
Noncontrolling interests
|
4,620
|
|
|
4,457
|
|
||
Total equity
|
4,681,171
|
|
|
4,713,243
|
|
||
|
$
|
7,962,480
|
|
|
$
|
7,804,024
|
|
|
2019
|
|
2018
|
||||
Revenues:
|
|
|
|
||||
Rental and related revenue
|
$
|
209,965
|
|
|
$
|
193,456
|
|
General contractor and service fee revenue
|
54,964
|
|
|
41,101
|
|
||
|
264,929
|
|
|
234,557
|
|
||
Expenses:
|
|
|
|
||||
Rental expenses
|
20,668
|
|
|
19,913
|
|
||
Real estate taxes
|
32,442
|
|
|
31,146
|
|
||
General contractor and other services expenses
|
52,586
|
|
|
40,409
|
|
||
Depreciation and amortization
|
75,992
|
|
|
77,529
|
|
||
|
181,688
|
|
|
168,997
|
|
||
Other operating activities:
|
|
|
|
||||
Equity in earnings of unconsolidated joint ventures
|
4,715
|
|
|
8,287
|
|
||
Gain on sale of properties
|
(163
|
)
|
|
44,886
|
|
||
Gain on land sales
|
750
|
|
|
2,949
|
|
||
Other operating expenses
|
(2,123
|
)
|
|
(1,269
|
)
|
||
Non-incremental costs related to successful leases
|
(2,156
|
)
|
|
—
|
|
||
General and administrative expenses
|
(21,983
|
)
|
|
(21,023
|
)
|
||
|
(20,960
|
)
|
|
33,830
|
|
||
Operating income
|
62,281
|
|
|
99,390
|
|
||
Other income (expenses):
|
|
|
|
||||
Interest and other income, net
|
2,758
|
|
|
4,463
|
|
||
Interest expense
|
(22,132
|
)
|
|
(20,000
|
)
|
||
Loss on debt extinguishment
|
(13
|
)
|
|
—
|
|
||
Gain on involuntary conversion
|
2,259
|
|
|
—
|
|
||
Income from continuing operations before income taxes
|
45,153
|
|
|
83,853
|
|
||
Income tax expense
|
(385
|
)
|
|
(10,329
|
)
|
||
Income from continuing operations
|
44,768
|
|
|
73,524
|
|
||
Discontinued operations:
|
|
|
|
||||
Loss before gain on sales
|
—
|
|
|
(8
|
)
|
||
Gain on sale of properties
|
155
|
|
|
132
|
|
||
Income from discontinued operations
|
155
|
|
|
124
|
|
||
Net income
|
44,923
|
|
|
73,648
|
|
||
Net loss (income) attributable to noncontrolling interests
|
10
|
|
|
(2
|
)
|
||
Net income attributable to common unitholders
|
$
|
44,933
|
|
|
$
|
73,646
|
|
Basic net income per Common Unit:
|
|
|
|
||||
Continuing operations attributable to common unitholders
|
$
|
0.12
|
|
|
$
|
0.20
|
|
Diluted net income per Common Unit:
|
|
|
|
||||
Continuing operations attributable to common unitholders
|
$
|
0.12
|
|
|
$
|
0.20
|
|
Weighted average number of Common Units outstanding
|
362,204
|
|
|
360,095
|
|
||
Weighted average number of Common Units and potential dilutive securities
|
362,362
|
|
|
360,400
|
|
||
Comprehensive income:
|
|
|
|
||||
Net income
|
$
|
44,923
|
|
|
$
|
73,648
|
|
Other comprehensive loss:
|
|
|
|
||||
Unrealized losses on interest rate swap contracts
|
(9,342
|
)
|
|
—
|
|
||
Comprehensive income
|
$
|
35,581
|
|
|
$
|
73,648
|
|
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
44,923
|
|
|
$
|
73,648
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation of buildings and tenant improvements
|
62,423
|
|
|
63,944
|
|
||
Amortization of deferred leasing and other costs
|
13,569
|
|
|
13,585
|
|
||
Amortization of deferred financing costs
|
1,562
|
|
|
1,418
|
|
||
Straight-line rental income and expense, net
|
(5,704
|
)
|
|
(6,288
|
)
|
||
Loss on debt extinguishment
|
13
|
|
|
—
|
|
||
Gain on involuntary conversion
|
(2,259
|
)
|
|
—
|
|
||
Gains on land and property sales
|
(742
|
)
|
|
(47,967
|
)
|
||
Third-party construction contracts, net
|
11,700
|
|
|
(367
|
)
|
||
Other accrued revenues and expenses, net
|
(10,893
|
)
|
|
19,862
|
|
||
Equity in earnings in excess of operating distributions received from unconsolidated joint ventures
|
(33
|
)
|
|
(4,673
|
)
|
||
Net cash provided by operating activities
|
114,559
|
|
|
113,162
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Development of real estate investments
|
(85,772
|
)
|
|
(104,346
|
)
|
||
Acquisition of real estate investments and related intangible assets
|
(76,081
|
)
|
|
(22,801
|
)
|
||
Acquisition of undeveloped land
|
(53,551
|
)
|
|
(67,256
|
)
|
||
Second generation tenant improvements, leasing costs and building improvements
|
(10,245
|
)
|
|
(14,102
|
)
|
||
Other deferred leasing costs
|
(1,712
|
)
|
|
(9,798
|
)
|
||
Other assets
|
(9,381
|
)
|
|
(685
|
)
|
||
Proceeds from the repayments of notes receivable from property sales
|
35,000
|
|
|
39,868
|
|
||
Proceeds from land and property sales, net
|
1,910
|
|
|
131,380
|
|
||
Capital distributions from unconsolidated joint ventures
|
—
|
|
|
9,404
|
|
||
Capital contributions and advances to unconsolidated joint ventures
|
(6,474
|
)
|
|
—
|
|
||
Net cash used for investing activities
|
(206,306
|
)
|
|
(38,336
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Contributions from the General Partner
|
4,492
|
|
|
706
|
|
||
Payments on unsecured debt
|
—
|
|
|
(656
|
)
|
||
Payments on secured indebtedness including principal amortization
|
(42,665
|
)
|
|
(1,345
|
)
|
||
Borrowings on line of credit, net
|
210,000
|
|
|
75,000
|
|
||
Distributions to common unitholders
|
(77,915
|
)
|
|
(72,078
|
)
|
||
Contributions from noncontrolling interests, net
|
173
|
|
|
—
|
|
||
Tax payments on stock-based compensation awards
|
(5,467
|
)
|
|
(7,984
|
)
|
||
Change in book cash overdrafts
|
9,700
|
|
|
(33,448
|
)
|
||
Other financing activities
|
(9,920
|
)
|
|
—
|
|
||
Deferred financing costs
|
—
|
|
|
(285
|
)
|
||
Net cash provided by (used for) financing activities
|
88,398
|
|
|
(40,090
|
)
|
||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(3,349
|
)
|
|
34,736
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
25,517
|
|
|
193,627
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
22,168
|
|
|
$
|
228,363
|
|
|
|
|
|
||||
Non-cash operating activities:
|
|
|
|
||||
Liabilities and right-of-use assets - operating leases
|
$
|
38,792
|
|
|
$
|
—
|
|
|
Common Unitholders
|
|
|
|
|
||||||||||||||
|
General
|
|
Limited
|
|
|
|
|
|
|
||||||||||
|
Partner's
|
|
Partners'
|
|
Total
|
|
|
|
|
||||||||||
|
Common Equity
|
|
Common Equity
|
|
Partners' Equity
|
|
Noncontrolling
Interests
|
|
Total Equity
|
||||||||||
Balance at December 31, 2017
|
$
|
4,532,844
|
|
|
$
|
40,563
|
|
|
$
|
4,573,407
|
|
|
$
|
971
|
|
|
$
|
4,574,378
|
|
Net income
|
72,963
|
|
|
683
|
|
|
73,646
|
|
|
2
|
|
|
73,648
|
|
|||||
Capital contribution from the General Partner
|
706
|
|
|
—
|
|
|
706
|
|
|
—
|
|
|
706
|
|
|||||
Stock-based compensation plan activity
|
(1,610
|
)
|
|
6,140
|
|
|
4,530
|
|
|
—
|
|
|
4,530
|
|
|||||
Distributions to common unitholders ($0.20 per Common Unit)
|
(71,398
|
)
|
|
(680
|
)
|
|
(72,078
|
)
|
|
—
|
|
|
(72,078
|
)
|
|||||
Balance at March 31, 2018
|
$
|
4,533,505
|
|
|
$
|
46,706
|
|
|
$
|
4,580,211
|
|
|
$
|
973
|
|
|
$
|
4,581,184
|
|
|
Common Unitholders
|
|
|
|
|
||||||||||||||||||
|
General
|
|
Limited
|
|
Accumulated
|
|
|
|
|
|
|
||||||||||||
|
Partner's
|
|
Partners'
|
|
Other
|
|
Total
|
|
|
|
|
||||||||||||
|
Common Equity
|
|
Common Equity
|
|
Comprehensive
Loss
|
|
Partners' Equity
|
|
Noncontrolling
Interests
|
|
Total Equity
|
||||||||||||
Balance at December 31, 2018
|
$
|
4,662,877
|
|
|
$
|
50,585
|
|
|
$
|
(4,676
|
)
|
|
$
|
4,708,786
|
|
|
$
|
4,457
|
|
|
$
|
4,713,243
|
|
Net income
|
44,551
|
|
|
382
|
|
|
—
|
|
|
44,933
|
|
|
(10
|
)
|
|
44,923
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(9,342
|
)
|
|
(9,342
|
)
|
|
—
|
|
|
(9,342
|
)
|
||||||
Capital contribution from the General Partner
|
4,492
|
|
|
|
|
|
—
|
|
|
4,492
|
|
|
—
|
|
|
4,492
|
|
||||||
Stock-based compensation plan activity
|
945
|
|
|
4,652
|
|
|
—
|
|
|
5,597
|
|
|
—
|
|
|
5,597
|
|
||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
312
|
|
|
312
|
|
||||||
Distributions to common unitholders ($0.215 per Common Unit)
|
(77,237
|
)
|
|
(678
|
)
|
|
—
|
|
|
(77,915
|
)
|
|
—
|
|
|
(77,915
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(139
|
)
|
|
(139
|
)
|
||||||
Balance at March 31, 2019
|
$
|
4,635,628
|
|
|
$
|
54,941
|
|
|
$
|
(14,018
|
)
|
|
$
|
4,676,551
|
|
|
$
|
4,620
|
|
|
$
|
4,681,171
|
|
|
March 31, 2019
|
||
Rental revenue - fixed payments
|
$
|
156,674
|
|
Rental revenue - variable payments (1)
|
53,291
|
|
|
Rental and related revenue
|
$
|
209,965
|
|
Year
|
March 31, 2019
|
|
December 31, 2018
|
||||
2019
|
$
|
463,579
|
|
|
$
|
600,385
|
|
2020
|
604,917
|
|
|
586,609
|
|
||
2021
|
548,979
|
|
|
529,961
|
|
||
2022
|
480,747
|
|
|
463,462
|
|
||
2023
|
411,773
|
|
|
397,150
|
|
||
Thereafter
|
1,637,200
|
|
|
1,582,598
|
|
||
|
$
|
4,147,195
|
|
|
$
|
4,160,165
|
|
Year
|
March 31, 2019
|
|
December 31, 2018
|
||||
2019
|
$
|
4,618
|
|
|
$
|
6,487
|
|
2020
|
7,594
|
|
|
7,594
|
|
||
2021
|
2,987
|
|
|
2,987
|
|
||
2022
|
2,255
|
|
|
2,255
|
|
||
2023
|
1,949
|
|
|
1,949
|
|
||
Thereafter
|
85,523
|
|
|
85,523
|
|
||
Total undiscounted operating lease payments
|
$
|
104,926
|
|
|
$
|
106,795
|
|
Less: imputed interest
|
(60,454
|
)
|
|
|
|||
Present value of operating lease payments
|
$
|
44,472
|
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Cash and cash equivalents
|
$
|
15,295
|
|
|
$
|
17,901
|
|
Restricted cash included in other escrow deposits and other assets
|
6,873
|
|
|
7,616
|
|
||
Total cash, cash equivalents, and restricted cash shown in the Consolidated Statements of Cash Flows
|
$
|
22,168
|
|
|
$
|
25,517
|
|
Real estate assets
|
$
|
74,486
|
|
Lease related intangible assets
|
3,207
|
|
|
Fair value of acquired net assets
|
$
|
77,693
|
|
|
Low
|
High
|
Exit capitalization rate
|
4.23%
|
4.62%
|
Net rental rate per square foot
|
$5.90
|
$7.08
|
|
Book Value at 12/31/2018
|
|
Book Value at 3/31/2019
|
|
Fair Value at 12/31/2018
|
|
Issuances and
Assumptions
|
|
Payments/Payoffs
|
|
Adjustments
to Fair Value
|
|
Fair Value at 3/31/2019
|
||||||||||||||
Fixed rate secured debt
|
$
|
77,601
|
|
|
$
|
34,900
|
|
|
$
|
80,238
|
|
|
$
|
—
|
|
|
$
|
(42,665
|
)
|
|
$
|
(380
|
)
|
|
$
|
37,193
|
|
Variable rate secured debt
|
2,200
|
|
|
2,200
|
|
|
2,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,200
|
|
|||||||
Unsecured debt
|
2,575,000
|
|
|
2,575,000
|
|
|
2,549,963
|
|
|
—
|
|
|
—
|
|
|
80,200
|
|
|
2,630,163
|
|
|||||||
Unsecured line of credit
|
30,000
|
|
|
240,000
|
|
|
30,000
|
|
|
210,000
|
|
|
—
|
|
|
—
|
|
|
240,000
|
|
|||||||
Total
|
$
|
2,684,801
|
|
|
$
|
2,852,100
|
|
|
$
|
2,662,401
|
|
|
$
|
210,000
|
|
|
$
|
(42,665
|
)
|
|
$
|
79,820
|
|
|
$
|
2,909,556
|
|
Less: Deferred financing costs
|
26,300
|
|
|
25,276
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total indebtedness as reported on the consolidated balance sheets
|
$
|
2,658,501
|
|
|
$
|
2,826,824
|
|
|
|
|
|
|
|
|
|
|
|
Description
|
Borrowing
Capacity
|
|
Maturity Date
|
|
Outstanding Balance at March 31, 2019
|
||||
Unsecured Line of Credit - Partnership
|
$
|
1,200,000
|
|
|
January 30, 2022
|
|
$
|
240,000
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Management fees
|
$
|
422
|
|
|
$
|
442
|
|
Leasing fees
|
148
|
|
|
302
|
|
||
Construction and development fees
|
2,196
|
|
|
697
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
General Partner
|
|
|
|
||||
Net income attributable to common shareholders
|
$
|
44,551
|
|
|
$
|
72,963
|
|
Less: dividends on participating securities
|
(388
|
)
|
|
(437
|
)
|
||
Basic net income attributable to common shareholders
|
44,163
|
|
|
72,526
|
|
||
Add back dividends on dilutive participating securities
|
—
|
|
|
—
|
|
||
Noncontrolling interest in earnings of common unitholders
|
382
|
|
|
683
|
|
||
Diluted net income attributable to common shareholders
|
$
|
44,545
|
|
|
$
|
73,209
|
|
Weighted average number of common shares outstanding
|
359,139
|
|
|
356,740
|
|
||
Weighted average Limited Partner Units outstanding
|
3,065
|
|
|
3,355
|
|
||
Other potential dilutive shares
|
158
|
|
|
305
|
|
||
Weighted average number of common shares and potential dilutive securities
|
362,362
|
|
|
360,400
|
|
||
|
|
|
|
||||
Partnership
|
|
|
|
||||
Net income attributable to common unitholders
|
$
|
44,933
|
|
|
$
|
73,646
|
|
Less: distributions on participating securities
|
(388
|
)
|
|
(437
|
)
|
||
Basic net income attributable to common unitholders
|
$
|
44,545
|
|
|
$
|
73,209
|
|
Add back distributions on dilutive participating securities
|
—
|
|
|
—
|
|
||
Diluted net income attributable to common unitholders
|
$
|
44,545
|
|
|
$
|
73,209
|
|
Weighted average number of Common Units outstanding
|
362,204
|
|
|
360,095
|
|
||
Other potential dilutive units
|
158
|
|
|
305
|
|
||
Weighted average number of Common Units and potential dilutive securities
|
362,362
|
|
|
360,400
|
|
|
Three Months Ended March 31,
|
||||
|
2019
|
|
2018
|
||
General Partner and Partnership
|
|
|
|
||
Other potential dilutive shares or units:
|
|
|
|
||
Anti-dilutive outstanding potential shares or units under fixed stock option and other stock-based compensation plans
|
—
|
|
|
—
|
|
Anti-dilutive outstanding participating securities
|
1,967
|
|
|
2,272
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Revenues
|
|
|
|
|
||||
Rental Operations:
|
|
|
|
|
||||
Industrial
|
|
$
|
208,403
|
|
|
$
|
189,315
|
|
Non-reportable Rental Operations
|
|
1,452
|
|
|
3,453
|
|
||
Service Operations
|
|
54,964
|
|
|
41,101
|
|
||
Total segment revenues
|
|
264,819
|
|
|
233,869
|
|
||
Other revenue
|
|
110
|
|
|
688
|
|
||
Consolidated revenue from continuing operations
|
|
264,929
|
|
|
234,557
|
|
||
Discontinued operations
|
|
—
|
|
|
5
|
|
||
Consolidated revenue
|
|
$
|
264,929
|
|
|
$
|
234,562
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
PNOI
|
|
|
|
|
||||
Industrial
|
|
$
|
148,901
|
|
|
$
|
128,143
|
|
Non-reportable Rental Operations
|
|
876
|
|
|
1,037
|
|
||
PNOI, excluding all sold properties
|
|
149,777
|
|
|
129,180
|
|
||
PNOI from sold properties included in continuing operations
|
|
(27
|
)
|
|
6,735
|
|
||
PNOI, continuing operations
|
|
$
|
149,750
|
|
|
$
|
135,915
|
|
|
|
|
|
|
||||
Earnings from Service Operations
|
|
2,378
|
|
|
692
|
|
||
|
|
|
|
|
||||
Rental Operations revenues and expenses excluded from PNOI:
|
|
|
|
|
||||
Straight-line rental income and expense, net
|
|
5,704
|
|
|
6,288
|
|
||
Revenues related to lease buyouts
|
|
19
|
|
|
23
|
|
||
Amortization of lease concessions and above and below market rents
|
|
1,262
|
|
|
545
|
|
||
Intercompany rents and other adjusting items
|
|
45
|
|
|
15
|
|
||
Non-Segment Items:
|
|
|
|
|
||||
Equity in earnings of unconsolidated joint ventures
|
|
4,715
|
|
|
8,287
|
|
||
Interest expense
|
|
(22,132
|
)
|
|
(20,000
|
)
|
||
Depreciation and amortization expense
|
|
(75,992
|
)
|
|
(77,529
|
)
|
||
(Loss) gain on sale of properties
|
|
(163
|
)
|
|
44,886
|
|
||
Interest and other income, net
|
|
2,758
|
|
|
4,463
|
|
||
General and administrative expenses
|
|
(21,983
|
)
|
|
(21,023
|
)
|
||
Gain on land sales
|
|
750
|
|
|
2,949
|
|
||
Other operating expenses
|
|
(2,123
|
)
|
|
(786
|
)
|
||
Loss on extinguishment of debt
|
|
(13
|
)
|
|
—
|
|
||
Gain on involuntary conversion
|
|
2,259
|
|
|
—
|
|
||
Non-incremental costs related to successful leases
|
|
(2,156
|
)
|
|
—
|
|
||
Other non-segment revenues and expenses, net
|
|
75
|
|
|
(872
|
)
|
||
Income from continuing operations before income taxes
|
|
$
|
45,153
|
|
|
$
|
83,853
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Buildings and tenant improvements
|
$
|
5,092,973
|
|
|
$
|
4,980,003
|
|
Land and improvements
|
2,335,435
|
|
|
2,268,343
|
|
||
Real estate assets
|
$
|
7,428,408
|
|
|
$
|
7,248,346
|
|
|
Held-for-Sale at March 31, 2019
|
|
Sold Year-to-Date in 2019
|
|
Sold in 2018
|
|
Total
|
|
|
|
|
||||
|
|
|
|
||||
Total properties included in discontinued operations
|
—
|
|
—
|
|
—
|
|
—
|
Properties excluded from discontinued operations
|
—
|
|
—
|
|
15
|
|
15
|
Total properties sold or classified as held-for-sale
|
—
|
|
—
|
|
15
|
|
15
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenues
|
$
|
—
|
|
|
$
|
5
|
|
Operating expenses
|
—
|
|
|
(13
|
)
|
||
Operating loss
|
—
|
|
|
(8
|
)
|
||
Gain on sale of properties
|
155
|
|
|
132
|
|
||
Income from discontinued operations
|
$
|
155
|
|
|
$
|
124
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Income from continuing operations attributable to common shareholders
|
$
|
44,397
|
|
|
$
|
72,840
|
|
Income from discontinued operations attributable to common shareholders
|
154
|
|
|
123
|
|
||
Net income attributable to common shareholders
|
$
|
44,551
|
|
|
$
|
72,963
|
|
|
Held-for-Sale Properties Included in Continuing Operations
|
||||||
|
March 31, 2019
|
|
December 31, 2018
|
||||
Land and improvements
|
$
|
1,989
|
|
|
$
|
—
|
|
Buildings and tenant improvements
|
855
|
|
|
—
|
|
||
Undeveloped land
|
—
|
|
|
1,966
|
|
||
Accumulated depreciation
|
(1,025
|
)
|
|
(884
|
)
|
||
Deferred leasing and other costs, net
|
42
|
|
|
—
|
|
||
Other assets
|
79
|
|
|
—
|
|
||
Total assets held-for-sale
|
$
|
1,940
|
|
|
$
|
1,082
|
|
Total liabilities related to assets held-for-sale
|
$
|
41
|
|
|
$
|
—
|
|
|
|
|
|
Asset (Liability) Fair Value
|
||||||||
Notional Amount
|
|
Maturity Date
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||
$
|
125,000
|
|
|
10/1/2019
|
|
$
|
(6,512
|
)
|
|
$
|
(2,914
|
)
|
$
|
75,000
|
|
|
10/1/2019
|
|
(3,922
|
)
|
|
(1,762
|
)
|
||
$
|
75,000
|
|
|
10/1/2019
|
|
(1,956
|
)
|
|
—
|
|
||
$
|
50,000
|
|
|
10/1/2019
|
|
(1,311
|
)
|
|
—
|
|
||
$
|
25,000
|
|
|
10/1/2019
|
|
(317
|
)
|
|
—
|
|
||
|
|
|
|
$
|
(14,018
|
)
|
|
$
|
(4,676
|
)
|
Class of stock/units
|
Quarterly Amount per Share or Unit
|
|
Record Date
|
|
Payment Date
|
Common - Quarterly
|
$0.215
|
|
May 16, 2019
|
|
May 31, 2019
|
•
|
Changes in general economic and business conditions, including the financial condition of our tenants and the value of our real estate assets;
|
•
|
The General Partner's continued qualification as a REIT for U.S. federal income tax purposes;
|
•
|
Heightened competition for tenants and potential decreases in property occupancy;
|
•
|
Potential changes in the financial markets and interest rates;
|
•
|
Volatility in the General Partner's stock price and trading volume;
|
•
|
Our continuing ability to raise funds on favorable terms, or at all;
|
•
|
Our ability to successfully identify, acquire, develop and/or manage properties on terms that are favorable to us;
|
•
|
Potential increases in real estate construction costs;
|
•
|
Our ability to successfully dispose of properties on terms that are favorable to us, including, without limitation, through one or more transactions that are consistent with our previously disclosed strategic plans;
|
•
|
Our ability to successfully integrate our acquired properties;
|
•
|
Our ability to retain our current credit ratings;
|
•
|
Inherent risks related to disruption of information technology networks and related systems, cyber security attacks and new system implementation;
|
•
|
Inherent risks in the real estate business, including, but not limited to, tenant defaults, potential liability relating to environmental matters and liquidity of real estate investments; and
|
•
|
Other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in our other reports and other public filings with the Securities and Exchange Commission (the "SEC").
|
•
|
Owned or jointly controlled 529 primarily industrial properties, of which 509 properties with 146.9 million square feet were in service and 20 properties with 9.2 million square feet were under development. The 509 in-service properties were comprised of 469 consolidated properties with 135.7 million square feet and 40 unconsolidated joint venture properties with 11.3 million square feet. The 20 properties under development consisted of 17 consolidated properties with 7.6 million square feet and three unconsolidated joint venture properties with 1.6 million square feet.
|
•
|
Owned directly, or through ownership interests in unconsolidated joint ventures (with acreage not adjusted for our percentage ownership interest), approximately 1,700 acres of land and controlled approximately 1,000 acres through purchase options.
|
|
Total Square Feet
(in thousands)
|
|
Percent of
Total Square Feet
|
|
Percent Leased*
|
|
Average Annual Net Effective Rent**
|
||||||||||||||
Type
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||
Industrial
|
135,473
|
|
|
128,661
|
|
|
99.8
|
%
|
|
99.7
|
%
|
|
95.5
|
%
|
|
97.4
|
%
|
|
$4.75
|
|
$4.48
|
Non-reportable Rental Operations
|
211
|
|
|
399
|
|
|
0.2
|
%
|
|
0.3
|
%
|
|
77.3
|
%
|
|
58.9
|
%
|
|
$24.75
|
|
$19.81
|
Total Consolidated
|
135,684
|
|
|
129,060
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
95.5
|
%
|
|
97.3
|
%
|
|
$4.78
|
|
$4.51
|
Unconsolidated Joint Ventures
|
11,250
|
|
|
10,759
|
|
|
|
|
|
|
95.1
|
%
|
|
90.5
|
%
|
|
$4.09
|
|
$4.22
|
||
Total Including Unconsolidated Joint Ventures
|
146,934
|
|
|
139,819
|
|
|
|
|
|
|
95.5
|
%
|
|
96.7
|
%
|
|
|
|
|
||
* Represents the percentage of total square feet leased based on executed leases and without regard to whether the leases have commenced.
|
|||||||||||||||||||||
**Average annual net effective rent represents average annual base rental payments per leased square foot, on a straight-line basis for the term of each lease, from space leased to tenants at the end of the most recent reporting period. This amount excludes additional amounts paid by tenants as reimbursement for operating expenses.
|
|
Consolidated Properties
|
|
Unconsolidated Joint Venture Properties
|
|
Total Including Unconsolidated Joint Venture Properties
|
|||
Vacant square feet at December 31, 2018
|
4,847
|
|
|
591
|
|
|
5,438
|
|
Acquisitions
|
162
|
|
|
—
|
|
|
162
|
|
Vacant space in completed developments
|
1,815
|
|
|
—
|
|
|
1,815
|
|
Expirations
|
774
|
|
|
—
|
|
|
774
|
|
Early lease terminations
|
171
|
|
|
—
|
|
|
171
|
|
Leasing of previously vacant space
|
(1,632
|
)
|
|
(45
|
)
|
|
(1,677
|
)
|
Vacant square feet at March 31, 2019
|
6,137
|
|
|
546
|
|
|
6,683
|
|
|
Three Months Ended March 31,
|
|||
|
2019
|
|
2018
|
|
New Leasing Activity - First Generation Industrial
|
957
|
|
2,520
|
|
New Leasing Activity - Second Generation Industrial
|
303
|
|
2,633
|
|
Renewal Leasing Activity - Industrial
|
1,503
|
|
1,477
|
|
Non-reportable Rental Operations Leasing Activity
|
1
|
|
—
|
|
Total Consolidated Leasing Activity
|
2,764
|
|
6,630
|
|
Unconsolidated Joint Venture Leasing Activity
|
73
|
|
320
|
|
Total Including Unconsolidated Joint Venture Leasing Activity
|
2,837
|
|
6,950
|
|
Square Feet of Leases
(in thousands)
|
|
Percent of Expiring Leases Renewed
|
|
Average Term in Years
|
|
Estimated Tenant Improvement Cost per Square Foot
|
|
Leasing Commissions per Square Foot
|
|||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|||||
Three Months
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Consolidated - New Second Generation
|
303
|
|
|
2,633
|
|
|
|
|
|
|
7.3
|
|
|
7.2
|
|
$6.90
|
|
$1.66
|
|
$4.25
|
|
$1.92
|
||
Unconsolidated Joint Ventures - New Second Generation
|
46
|
|
|
128
|
|
|
|
|
|
|
5.2
|
|
|
10.8
|
|
$0.00
|
|
$2.35
|
|
$1.34
|
|
$3.61
|
||
Total - New Second Generation
|
349
|
|
|
2,761
|
|
|
|
|
|
|
7.0
|
|
|
7.3
|
|
$6.00
|
|
$1.69
|
|
$3.87
|
|
$2.00
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Consolidated - Renewal
|
1,503
|
|
|
1,477
|
|
|
82.2
|
%
|
|
69.1
|
%
|
|
3.8
|
|
|
4.6
|
|
$0.97
|
|
$1.09
|
|
$1.09
|
|
$1.39
|
Unconsolidated Joint Ventures - Renewal
|
28
|
|
|
62
|
|
|
100.0
|
%
|
|
49.1
|
%
|
|
5.2
|
|
|
6.4
|
|
$1.50
|
|
$1.26
|
|
$1.88
|
|
$2.09
|
Total - Renewal
|
1,531
|
|
|
1,539
|
|
|
82.5
|
%
|
|
68.0
|
%
|
|
3.8
|
|
|
4.6
|
|
$0.98
|
|
$1.10
|
|
$1.10
|
|
$1.41
|
|
Three Months Ended March 31,
|
||||
Ownership Type
|
2019
|
|
2018
|
||
Consolidated properties
|
23.6
|
%
|
|
25.6
|
%
|
Unconsolidated joint venture properties
|
12.2
|
%
|
|
25.9
|
%
|
|
Total Consolidated Portfolio
|
|
Industrial
|
|
Non-reportable
|
|||||||||||||||||
Year of
Expiration |
Square
Feet |
|
Annual Rental
Revenue* |
|
Number of Leases
|
|
Square
Feet |
|
Annual Rental
Revenue* |
|
Square
Feet |
|
Annual Rental
Revenue* |
|||||||||
Remainder of 2019
|
5,518
|
|
|
$
|
24,544
|
|
|
63
|
|
5,513
|
|
|
$
|
24,483
|
|
|
5
|
|
|
$
|
61
|
|
2020
|
13,328
|
|
|
61,434
|
|
|
150
|
|
13,322
|
|
|
61,360
|
|
|
6
|
|
|
74
|
|
|||
2021
|
13,885
|
|
|
62,777
|
|
|
150
|
|
13,885
|
|
|
62,777
|
|
|
—
|
|
|
—
|
|
|||
2022
|
18,497
|
|
|
77,343
|
|
|
141
|
|
18,485
|
|
|
77,215
|
|
|
12
|
|
|
128
|
|
|||
2023
|
12,913
|
|
|
63,534
|
|
|
133
|
|
12,897
|
|
|
63,313
|
|
|
16
|
|
|
221
|
|
|||
2024
|
13,703
|
|
|
65,847
|
|
|
109
|
|
13,698
|
|
|
65,785
|
|
|
5
|
|
|
62
|
|
|||
2025
|
10,079
|
|
|
46,336
|
|
|
61
|
|
10,079
|
|
|
46,336
|
|
|
—
|
|
|
—
|
|
|||
2026
|
9,847
|
|
|
45,929
|
|
|
51
|
|
9,847
|
|
|
45,929
|
|
|
—
|
|
|
—
|
|
|||
2027
|
6,331
|
|
|
27,770
|
|
|
19
|
|
6,331
|
|
|
27,770
|
|
|
—
|
|
|
—
|
|
|||
2028
|
8,019
|
|
|
52,347
|
|
|
28
|
|
7,900
|
|
|
48,860
|
|
|
119
|
|
|
3,487
|
|
|||
2029 and Thereafter
|
17,427
|
|
|
90,743
|
|
|
46
|
|
17,427
|
|
|
90,743
|
|
|
—
|
|
|
—
|
|
|||
Total Leased
|
129,547
|
|
|
$
|
618,604
|
|
|
951
|
|
129,384
|
|
|
$
|
614,571
|
|
|
163
|
|
|
$
|
4,033
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total Portfolio Square Feet
|
135,684
|
|
|
|
|
|
|
135,473
|
|
|
|
|
211
|
|
|
|
||||||
Percent Leased
|
95.5
|
%
|
|
|
|
|
|
95.5
|
%
|
|
|
|
77.3
|
%
|
|
|
||||||
* Annualized rental revenue represents average annual base rental payments, on a straight-line basis for the term of each lease, from space leased to tenants at the end of the most recent reporting period. Annualized rental revenue excludes additional amounts paid by tenants as reimbursement for operating expenses.
|
|
Year-to-Date 2019 Dispositions
|
|
Full Year 2018 Dispositions
|
||||||||||||||||
Type
|
Sales Price
|
|
In-Place Yield*
|
|
Percent Occupied**
|
|
Sales Price
|
|
In-Place Yield*
|
|
Percent Occupied**
|
||||||||
Industrial
|
$
|
—
|
|
|
—
|
%
|
|
—
|
%
|
|
$
|
384,137
|
|
|
5.8
|
%
|
|
97.3
|
%
|
Non-reportable Rental Operations
|
—
|
|
|
—
|
%
|
|
—
|
%
|
|
121,077
|
|
|
4.2
|
%
|
|
80.1
|
%
|
||
Total
|
$
|
—
|
|
|
—
|
%
|
|
—
|
%
|
|
$
|
505,214
|
|
|
5.4
|
%
|
|
95.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
* In-place yields of completed dispositions are calculated as annualized net operating income from space leased to tenants at the date of sale on a lease-up basis, including full rent from all executed leases, even if currently in a free rent period, divided by the sales price. Annualized net operating income is comprised of base rental payments, excluding reimbursement of operating expenses, less current annualized operating expenses not recovered through tenant reimbursements.
|
|||||||||||||||||||
** Represents percentage of total square feet leased based on executed leases and without regard to whether the leases have commenced, at the date of sale.
|
Ownership Type
|
Square
Feet
|
|
Percent
Leased
|
|
Total
Estimated
Project Costs
|
|
Total
Incurred
to Date
|
|
Amount
Remaining
to be Spent
|
|||||||
Consolidated properties
|
7,552
|
|
50
|
%
|
|
$
|
736,730
|
|
|
$
|
423,762
|
|
|
$
|
312,968
|
|
Unconsolidated joint venture properties
|
1,617
|
|
60
|
%
|
|
82,226
|
|
|
46,432
|
|
|
35,794
|
|
|||
Total
|
9,169
|
|
52
|
%
|
|
$
|
818,956
|
|
|
$
|
470,194
|
|
|
$
|
348,762
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Rental and related revenue from continuing operations
|
$
|
209,965
|
|
|
$
|
193,456
|
|
General contractor and service fee revenue
|
54,964
|
|
|
41,101
|
|
||
Operating income
|
62,281
|
|
|
99,390
|
|
||
General Partner
|
|
|
|
||||
Net income attributable to common shareholders
|
$
|
44,551
|
|
|
$
|
72,963
|
|
Weighted average common shares outstanding
|
359,139
|
|
|
356,740
|
|
||
Weighted average common shares and potential dilutive securities
|
362,362
|
|
|
360,400
|
|
||
Partnership
|
|
|
|
||||
Net income attributable to common unitholders
|
$
|
44,933
|
|
|
$
|
73,646
|
|
Weighted average Common Units outstanding
|
362,204
|
|
|
360,095
|
|
||
Weighted average Common Units and potential dilutive securities
|
362,362
|
|
|
360,400
|
|
||
General Partner and Partnership
|
|
|
|
||||
Basic income per common share or Common Unit:
|
|
|
|
||||
Continuing operations
|
$
|
0.12
|
|
|
$
|
0.20
|
|
Diluted income per common share or Common Unit:
|
|
|
|
||||
Continuing operations
|
$
|
0.12
|
|
|
$
|
0.20
|
|
Number of in-service consolidated properties at end of period:
|
469
|
|
|
449
|
|
||
In-service consolidated square footage at end of period
|
135,684
|
|
|
129,060
|
|
||
Number of in-service unconsolidated joint venture properties at end of period
|
40
|
|
|
40
|
|
||
In-service unconsolidated joint venture square footage at end of period
|
11,250
|
|
|
10,759
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net income attributable to common shareholders of the General Partner
|
$
|
44,551
|
|
|
$
|
72,963
|
|
Add back: Net income attributable to noncontrolling interests - common limited partnership interests in the Partnership
|
382
|
|
|
683
|
|
||
Net income attributable to common unitholders of the Partnership
|
44,933
|
|
|
73,646
|
|
||
Adjustments:
|
|
|
|
||||
Depreciation and amortization
|
75,992
|
|
|
77,529
|
|
||
Company share of unconsolidated joint venture depreciation, amortization and other adjustments
|
2,353
|
|
|
2,161
|
|
||
Gain on sale of properties
|
8
|
|
|
(45,018
|
)
|
||
Gain on land sales
|
(750
|
)
|
|
(2,949
|
)
|
||
Income tax expense triggered by sales of real estate assets
|
385
|
|
|
10,329
|
|
||
Gains on sales of real estate assets - share of unconsolidated joint ventures
|
(2,499
|
)
|
|
(6,217
|
)
|
||
FFO attributable to common unitholders of the Partnership
|
$
|
120,422
|
|
|
$
|
109,481
|
|
Additional General Partner Adjustments:
|
|
|
|
||||
Net income attributable to noncontrolling interests - common limited partnership interests in the Partnership
|
(382
|
)
|
|
(683
|
)
|
||
Noncontrolling interest share of adjustments
|
(639
|
)
|
|
(333
|
)
|
||
FFO attributable to common shareholders of the General Partner
|
$
|
119,401
|
|
|
$
|
108,465
|
|
|
|
Three Months Ended March 31,
|
Percent
|
|||||||
|
|
2019
|
|
2018
|
Change
|
|||||
Income from continuing operations before income taxes
|
|
$
|
45,153
|
|
|
$
|
83,853
|
|
|
|
Share of SPNOI from unconsolidated joint ventures
|
|
4,159
|
|
|
4,006
|
|
|
|||
PNOI excluded from the "same property" population
|
|
(19,615
|
)
|
|
(7,910
|
)
|
|
|||
Earnings from Service Operations
|
|
(2,378
|
)
|
|
(692
|
)
|
|
|||
Rental Operations revenues and expenses excluded from PNOI
|
|
(7,003
|
)
|
|
(13,606
|
)
|
|
|||
Non-Segment Items
|
|
114,005
|
|
|
59,625
|
|
|
|||
SPNOI
|
|
$
|
134,321
|
|
|
$
|
125,276
|
|
7.2
|
%
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Rental and related revenue:
|
|
|
|
||||
Industrial
|
$
|
208,403
|
|
|
$
|
189,315
|
|
Non-reportable Rental Operations and non-segment revenues
|
1,562
|
|
|
4,141
|
|
||
Total rental and related revenue from continuing operations
|
$
|
209,965
|
|
|
$
|
193,456
|
|
Rental and related revenue from discontinued operations
|
—
|
|
|
5
|
|
||
Total rental and related revenue from continuing and discontinued operations
|
$
|
209,965
|
|
|
$
|
193,461
|
|
•
|
We acquired 11 properties and placed 23 developments in service from January 1, 2018 to March 31, 2019, which provided incremental revenues from continuing operations of $16.1 million during the three months ended March 31, 2019, as compared to the same period in 2018.
|
•
|
Increases in occupancy and rental rates within our "same property" portfolio, as well as within properties that were placed in service prior to January 1, 2018 but were not in the "same property" portfolio, also contributed to the increase to rental and related revenue from continuing operations.
|
•
|
The sale of 15 in-service properties since January 1, 2018, which did not meet the criteria to be classified within discontinued operations, resulted in a decrease of $7.2 million to rental and related revenue from continuing operations in the three months ended March 31, 2019, as compared to the same period in 2018, which partially offset the aforementioned increases to rental and related revenue from continuing operations.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Rental expenses:
|
|
|
|
||||
Industrial
|
$
|
20,221
|
|
|
$
|
18,694
|
|
Non-reportable Rental Operations and non-segment expenses
|
447
|
|
|
1,219
|
|
||
Total rental expenses from continuing operations
|
$
|
20,668
|
|
|
$
|
19,913
|
|
Rental expenses from discontinued operations
|
—
|
|
|
(4
|
)
|
||
Total rental expenses from continuing and discontinued operations
|
$
|
20,668
|
|
|
$
|
19,909
|
|
Real estate taxes:
|
|
|
|
||||
Industrial
|
$
|
32,308
|
|
|
$
|
30,418
|
|
Non-reportable Rental Operations and non-segment expenses
|
134
|
|
|
728
|
|
||
Total real estate tax expense from continuing operations
|
$
|
32,442
|
|
|
$
|
31,146
|
|
Real estate tax expense from discontinued operations
|
—
|
|
|
17
|
|
||
Total real estate tax expense from continuing and discontinued operations
|
$
|
32,442
|
|
|
$
|
31,163
|
|
General and administrative expenses - three-month period ended March 31, 2018
|
$
|
21.0
|
|
Decrease to overall pool of overhead costs
|
(3.9
|
)
|
|
Decreased absorption of costs by wholly owned leasing and development activities (1)
|
5.1
|
|
|
Increased allocation of costs to Service Operations and Rental Operations
|
(0.2
|
)
|
|
General and administrative expenses - three-month period ended March 31, 2019
|
$
|
22.0
|
|
•
|
property investment;
|
•
|
leasing/capital costs;
|
•
|
dividends and distributions to shareholders and unitholders;
|
•
|
long-term debt maturities;
|
•
|
opportunistic repurchases of outstanding debt; and
|
•
|
other contractual obligations.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Second generation tenant improvements
|
$
|
4,510
|
|
|
$
|
3,602
|
|
Second generation leasing costs
|
5,136
|
|
|
10,278
|
|
||
Building improvements
|
599
|
|
|
222
|
|
||
Total second generation capital expenditures
|
$
|
10,245
|
|
|
$
|
14,102
|
|
Development of real estate investments
|
$
|
85,772
|
|
|
$
|
104,346
|
|
Other deferred leasing costs
|
$
|
1,712
|
|
|
$
|
9,798
|
|
|
Future Repayments
|
|
|
|||||||||||
Year
|
Scheduled
Amortization
|
|
Maturities
|
|
Total
|
|
Weighted Average Interest Rate of
Future Repayments
|
|||||||
Remainder of 2019
|
$
|
2,850
|
|
|
$
|
—
|
|
|
$
|
2,850
|
|
|
5.51
|
%
|
2020
|
3,883
|
|
|
—
|
|
|
3,883
|
|
|
5.64
|
%
|
|||
2021
|
3,416
|
|
|
259,047
|
|
|
262,463
|
|
|
3.99
|
%
|
|||
2022
|
3,611
|
|
|
600,000
|
|
|
603,611
|
|
|
4.20
|
%
|
|||
2023
|
3,817
|
|
|
490,000
|
|
|
493,817
|
|
|
3.57
|
%
|
|||
2024
|
4,036
|
|
|
300,000
|
|
|
304,036
|
|
|
3.92
|
%
|
|||
2025
|
3,938
|
|
|
—
|
|
|
3,938
|
|
|
5.59
|
%
|
|||
2026
|
2,029
|
|
|
375,000
|
|
|
377,029
|
|
|
3.37
|
%
|
|||
2027
|
358
|
|
|
300,000
|
|
|
300,358
|
|
|
3.40
|
%
|
|||
2028
|
—
|
|
|
500,000
|
|
|
500,000
|
|
|
4.45
|
%
|
|||
Thereafter
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|||
|
$
|
27,938
|
|
|
$
|
2,824,047
|
|
|
$
|
2,851,985
|
|
|
3.90
|
%
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
General Partner
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
114.6
|
|
|
$
|
113.2
|
|
Net cash used for investing activities
|
$
|
(206.3
|
)
|
|
$
|
(38.3
|
)
|
Net cash provided by (used for) financing activities
|
$
|
88.4
|
|
|
$
|
(40.1
|
)
|
|
|
|
|
||||
Partnership
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
114.6
|
|
|
$
|
113.2
|
|
Net cash used for investing activities
|
$
|
(206.3
|
)
|
|
$
|
(38.3
|
)
|
Net cash provided by (used for) financing activities
|
$
|
88.4
|
|
|
$
|
(40.1
|
)
|
•
|
During the three months ended March 31, 2019, we paid cash of $76.1 million and $53.6 million, respectively, for real estate and undeveloped land acquisitions, compared to $22.8 million and $67.3 million, respectively, for real estate and undeveloped land acquisitions in the same period in 2018.
|
•
|
Real estate development costs were $85.8 million during the three months ended March 31, 2019, compared to $104.3 million for the same period in 2018.
|
•
|
Sales of land and depreciated properties provided $1.9 million in net proceeds for the three months ended March 31, 2019, compared to $131.4 million for the same period in 2018.
|
•
|
During the three months ended March 31, 2019, we received repayments of $35.0 million on notes receivable from property sales, compared to $39.9 million on notes receivable from property sales for the same period in 2018.
|
•
|
Second generation tenant improvements, leasing costs and building improvements totaled $10.2 million for the three months ended March 31, 2019 compared to $14.1 million for the same period in 2018.
|
•
|
For the three months ended March 31, 2019, we received no capital distributions from unconsolidated joint ventures, compared to $9.4 million received during the same period in 2018, primarily related to our share of distributions from the sale of properties owned by unconsolidated joint ventures.
|
•
|
For the three months ended March 31, 2019, we made capital contributions of $6.5 million to unconsolidated joint ventures. There were no capital contributions made during the same period in 2018.
|
•
|
During the three months ended March 31, 2019, the Partnership repaid three secured loans for $41.7 million. The Partnership repaid one secured loan for $215,000 during the same period in 2018.
|
•
|
For the three months ended March 31, 2019 and 2018, we increased borrowings on the Partnership's unsecured line of credit by $210.0 million and $75.0 million, respectively.
|
•
|
We paid regular cash dividends totaling $77.2 million and $71.4 million for the three months ended March 31, 2019 and 2018, respectively.
|
•
|
Changes in book cash overdrafts are classified as financing activities within our Consolidated Statements of Cash Flows. Book cash overdrafts were $24.0 million and $2.9 million at March 31, 2019 and 2018, respectively.
|
•
|
During the three months ended March 31, 2019 we paid off a special assessment bond for $9.9 million which was reflected within Other Financing Activities on our Consolidated Statements of Cash Flows. We did not make similar significant repayments during the three months ended March 31, 2018.
|
|
Remainder of 2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Face Value
|
|
Fair Value
|
||||||||||||||||
Long-Term Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate
secured debt
|
$
|
2,550
|
|
|
$
|
3,583
|
|
|
$
|
12,163
|
|
|
$
|
3,311
|
|
|
$
|
3,517
|
|
|
$
|
9,661
|
|
|
$
|
34,785
|
|
|
$
|
37,193
|
|
Weighted average
interest rate
|
5.98
|
%
|
|
5.98
|
%
|
|
5.73
|
%
|
|
6.06
|
%
|
|
6.06
|
%
|
|
6.07
|
%
|
|
5.93
|
%
|
|
|
|||||||||
Variable rate
secured debt
|
$
|
300
|
|
|
$
|
300
|
|
|
$
|
300
|
|
|
$
|
300
|
|
|
$
|
300
|
|
|
$
|
700
|
|
|
$
|
2,200
|
|
|
$
|
2,200
|
|
Weighted average
interest rate
|
1.57
|
%
|
|
1.57
|
%
|
|
1.57
|
%
|
|
1.57
|
%
|
|
1.57
|
%
|
|
1.57
|
%
|
|
1.57
|
%
|
|
|
|||||||||
Fixed rate
unsecured debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
250,000
|
|
|
$
|
600,000
|
|
|
$
|
250,000
|
|
|
$
|
1,475,000
|
|
|
$
|
2,575,000
|
|
|
$
|
2,630,163
|
|
Weighted average
interest rate
|
N/A
|
|
|
N/A
|
|
|
3.91
|
%
|
|
4.20
|
%
|
|
3.72
|
%
|
|
3.84
|
%
|
|
3.92
|
%
|
|
|
|||||||||
Variable rate unsecured line of credit*
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
240,000
|
|
|
$
|
—
|
|
|
$
|
240,000
|
|
|
$
|
240,000
|
|
Rate at March 31, 2019
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
3.38
|
%
|
|
N/A
|
|
|
3.38
|
%
|
|
|
|||||||||
Interest Rate Swaps:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed to variable
|
$
|
350,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
350,000
|
|
|
$
|
14,018
|
|
|
|
|
|
3.1
|
|
|
|
|
|
|
|
3.2
|
|
|
|
|
|
|
|
3.3
|
|
|
|
|
|
|
|
3.4 (i)
|
|
|
|
|
|
|
|
3.4 (ii)
|
|
|
|
|
|
|
|
3.4 (iii)
|
|
|
|
|
|
|
|
3.4 (iv)
|
|
|
|
|
|
|
|
3.4 (v)
|
|
|
|
|
|
|
|
3.4 (vi)
|
|
|
|
|
|
|
|
10.1
|
|
|
|
|
|
|
|
10.2
|
|
|
|
|
|
|
|
11.1
|
|
|
Statement Regarding Computation of Earnings.***
|
|
|
|
|
31.1
|
|
|
|
|
|
|
|
31.2
|
|
|
|
|
|
|
|
31.3
|
|
|
|
|
|
|
|
31.4
|
|
|
|
|
|
|
|
32.1
|
|
|
|
|
|
|
|
32.2
|
|
|
|
|
|
|
|
32.3
|
|
|
|
|
|
|
|
32.4
|
|
|
|
|
|
|
|
101.Def
|
|
|
Definition Linkbase Document
|
|
|
|
|
101.Pre
|
|
|
Presentation Linkbase Document
|
|
|
|
|
101.Lab
|
|
|
Labels Linkbase Document
|
|
|
|
|
101.Cal
|
|
|
Calculation Linkbase Document
|
|
|
|
|
101.Sch
|
|
|
Schema Document
|
|
|
|
|
101.Ins
|
|
|
Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
|
#
|
Represents management contract or compensatory plan or arrangement
|
|
|
*
|
Filed herewith.
|
**
|
The certifications attached as Exhibits 32.1, 32.2, 32.3 and 32.4 accompany this Quarterly Report on Form 10-Q and are "furnished" to the Securities and Exchange Commission pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed "filed" by the General Partner or the Partnership, respectively, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
|
***
|
Data required by Financial Accounting Standards Board Auditing Standards Codification No. 260 is provided in Note 9 to the Consolidated Financial Statements included in this Report.
|
|
|
|
|
|
DUKE REALTY CORPORATION
|
|
|
|
|
|
/s/ James B. Connor
|
|
|
James B. Connor
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
/s/ Mark A. Denien
|
|
|
Mark A. Denien
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|
DUKE REALTY LIMITED PARTNERSHIP
|
|
|
By: DUKE REALTY CORPORATION, its general partner
|
|
|
|
|
|
/s/ James B. Connor
|
|
|
James B. Connor
|
|
|
Chairman and Chief Executive Officer of the General Partner
|
|
|
|
|
|
/s/ Mark A. Denien
|
|
|
Mark A. Denien
|
|
|
Executive Vice President and Chief Financial Officer of the General Partner
|
|
|
|
|
|
|
Date:
|
April 26, 2019
|
|
|
|
|
Continuous Status as a Participant
after Grant Date
|
Number of
Units Vesting Per Year
|
Percent of Units Vested
|
Less than 1 Year
|
0
|
0%
|
1 Year
|
X,XXX
|
100%
|
DUKE REALTY CORPORATION
|
|
ACCEPTED BY PARTICIPANT:
|
By: /s/ Tracy D. Swearingen
|
|
Name
|
Tracy D. Swearingen,
|
|
Date
|
Senior Vice President, Taxation
|
|
|
(a)
|
as to the number of the Units specified on page 1 hereof, on the respective anniversaries of the Grant Date specified on page 1 hereof, or
|
(b)
|
the termination of Grantee’s service as a director of the Company due to death, Director Disability, or Director Retirement, or
|
1
|
I have reviewed this Quarterly Report on Form 10-Q of Duke Realty Corporation;
|
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ James B. Connor
|
James B. Connor
|
Chairman and Chief Executive Officer
|
1
|
I have reviewed this Quarterly Report on Form 10-Q of Duke Realty Corporation;
|
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Mark A. Denien
|
Mark A. Denien
|
Executive Vice President and Chief Financial Officer
|
1
|
I have reviewed this Quarterly Report on Form 10-Q of Duke Realty Limited Partnership;
|
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ James B. Connor
|
James B. Connor
|
Chairman and Chief Executive Officer of the General Partner
|
1
|
I have reviewed this Quarterly Report on Form 10-Q of Duke Realty Limited Partnership;
|
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Mark A. Denien
|
Mark A. Denien
|
Executive Vice President and Chief Financial Officer of the General Partner
|
/s/ James B. Connor
|
|
James B. Connor
|
|
Chairman and Chief Executive Officer
|
|
Date:
|
April 26, 2019
|
/s/ Mark A. Denien
|
|
Mark A. Denien
|
|
Executive Vice President and Chief Financial Officer
|
|
Date:
|
April 26, 2019
|
/s/ James B. Connor
|
|
James B. Connor
|
|
Chairman and Chief Executive Officer of the General Partner
|
|
Date:
|
April 26, 2019
|
/s/ Mark A. Denien
|
|
Mark A. Denien
|
|
Executive Vice President and Chief Financial Officer of the General Partner
|
|
Date:
|
April 26, 2019
|