☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Indiana
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(Duke Realty Corporation)
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35-1740409
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(Duke Realty Corporation)
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Indiana
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(Duke Realty Limited Partnership)
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35-1898425
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(Duke Realty Limited Partnership)
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(State or Other Jurisdiction
of Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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8711 River Crossing Boulevard
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Indianapolis,
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Indiana
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46240
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(Address of Principal Executive Offices)
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(Zip Code)
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(317)
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808-6000
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Title of Class
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Trading Symbols
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Name of Exchange on Which Registered
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Duke Realty Corporation
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Common Stock, $0.01 par value
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DRE
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New York Stock Exchange
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Duke Realty Corporation
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Yes
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☒
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No ☐
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Duke Realty Limited Partnership
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Yes ☒
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No ☐
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Duke Realty Corporation
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Yes
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☒
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No ☐
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Duke Realty Limited Partnership
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Yes ☒
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No ☐
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Large accelerated filer
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☒
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☐
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Emerging growth company ☐
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Large accelerated filer
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☐
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Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting company ☐
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Emerging growth company ☐
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Duke Realty Corporation
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Yes
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☐
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No ☒
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Duke Realty Limited Partnership
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Yes ☐
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No ☒
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•
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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,
2020 |
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December 31,
2019 |
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(Unaudited)
|
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|
||||
ASSETS
|
|
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|
||||
Real estate investments:
|
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|
||||
Real estate assets
|
$
|
8,100,945
|
|
|
$
|
7,993,377
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|
Construction in progress
|
655,856
|
|
|
550,926
|
|
||
Investments in and advances to unconsolidated joint ventures
|
132,567
|
|
|
133,074
|
|
||
Undeveloped land
|
311,294
|
|
|
254,537
|
|
||
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9,200,662
|
|
|
8,931,914
|
|
||
Accumulated depreciation
|
(1,538,679
|
)
|
|
(1,480,461
|
)
|
||
Net real estate investments
|
7,661,983
|
|
|
7,451,453
|
|
||
|
|
|
|
||||
Real estate investments and other assets held-for-sale
|
—
|
|
|
18,463
|
|
||
|
|
|
|
||||
Cash and cash equivalents
|
187,563
|
|
|
110,891
|
|
||
Accounts receivable
|
18,058
|
|
|
20,349
|
|
||
Straight-line rent receivable
|
131,276
|
|
|
129,344
|
|
||
Receivables on construction contracts, including retentions
|
30,626
|
|
|
25,607
|
|
||
Deferred leasing and other costs, net of accumulated amortization of $209,595 and $203,857
|
315,871
|
|
|
320,444
|
|
||
Restricted cash held in escrow for like-kind exchange
|
—
|
|
|
1,673
|
|
||
Notes receivable from property sales
|
—
|
|
|
110,000
|
|
||
Other escrow deposits and other assets
|
228,907
|
|
|
232,338
|
|
||
|
$
|
8,574,284
|
|
|
$
|
8,420,562
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LIABILITIES AND EQUITY
|
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|
|
||||
Indebtedness:
|
|
|
|
||||
Secured debt, net of deferred financing costs of $378 and $164
|
$
|
51,311
|
|
|
$
|
34,023
|
|
Unsecured debt, net of deferred financing costs of $29,700 and $19,258
|
2,895,300
|
|
|
2,880,742
|
|
||
Unsecured line of credit
|
200,000
|
|
|
—
|
|
||
|
3,146,611
|
|
|
2,914,765
|
|
||
|
|
|
|
||||
Liabilities related to real estate investments held-for-sale
|
—
|
|
|
887
|
|
||
|
|
|
|
||||
Construction payables and amounts due subcontractors, including retentions
|
89,635
|
|
|
68,840
|
|
||
Accrued real estate taxes
|
67,421
|
|
|
69,042
|
|
||
Accrued interest
|
29,123
|
|
|
14,181
|
|
||
Other liabilities
|
171,358
|
|
|
223,680
|
|
||
Tenant security deposits and prepaid rents
|
43,074
|
|
|
48,907
|
|
||
Total liabilities
|
3,547,222
|
|
|
3,340,302
|
|
||
Shareholders' equity:
|
|
|
|
||||
Common shares ($0.01 par value); 600,000 shares authorized; 368,380 and 367,950 shares issued and outstanding, respectively
|
3,684
|
|
|
3,680
|
|
||
Additional paid-in capital
|
5,533,806
|
|
|
5,525,463
|
|
||
Accumulated other comprehensive loss
|
(34,235
|
)
|
|
(35,036
|
)
|
||
Distributions in excess of net income
|
(543,412
|
)
|
|
(475,992
|
)
|
||
Total shareholders' equity
|
4,959,843
|
|
|
5,018,115
|
|
||
Noncontrolling interests
|
67,219
|
|
|
62,145
|
|
||
Total equity
|
5,027,062
|
|
|
5,080,260
|
|
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$
|
8,574,284
|
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$
|
8,420,562
|
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Three Months Ended
|
||||||
|
2020
|
|
2019
|
||||
Revenues:
|
|
|
|
||||
Rental and related revenue
|
$
|
218,755
|
|
|
$
|
209,965
|
|
General contractor and service fee revenue
|
7,614
|
|
|
54,964
|
|
||
|
226,369
|
|
|
264,929
|
|
||
Expenses:
|
|
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|
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Rental expenses
|
18,843
|
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|
20,668
|
|
||
Real estate taxes
|
36,727
|
|
|
32,442
|
|
||
General contractor and other services expenses
|
6,568
|
|
|
52,586
|
|
||
Depreciation and amortization
|
85,359
|
|
|
75,992
|
|
||
|
147,497
|
|
|
181,688
|
|
||
Other operating activities:
|
|
|
|
||||
Equity in earnings of unconsolidated joint ventures
|
2,539
|
|
|
4,715
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|
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Gain on sale of properties
|
8,937
|
|
|
(163
|
)
|
||
Gain on land sales
|
135
|
|
|
750
|
|
||
Other operating expenses
|
(1,112
|
)
|
|
(2,123
|
)
|
||
Impairment charges
|
(5,626
|
)
|
|
—
|
|
||
Non-incremental costs related to successful leases
|
(2,525
|
)
|
|
(2,156
|
)
|
||
General and administrative expenses
|
(21,763
|
)
|
|
(21,983
|
)
|
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|
(19,415
|
)
|
|
(20,960
|
)
|
||
Operating income
|
59,457
|
|
|
62,281
|
|
||
Other income (expenses):
|
|
|
|
||||
Interest and other income, net
|
1,395
|
|
|
2,758
|
|
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Interest expense
|
(23,494
|
)
|
|
(22,132
|
)
|
||
Loss on debt extinguishment
|
(17,806
|
)
|
|
(13
|
)
|
||
Gain on involuntary conversion
|
—
|
|
|
2,259
|
|
||
Income from continuing operations before income taxes
|
19,552
|
|
|
45,153
|
|
||
Income tax benefit (expense)
|
60
|
|
|
(385
|
)
|
||
Income from continuing operations
|
19,612
|
|
|
44,768
|
|
||
Discontinued operations:
|
|
|
|
||||
Gain on sale of properties
|
48
|
|
|
155
|
|
||
Income from discontinued operations
|
48
|
|
|
155
|
|
||
Net income
|
19,660
|
|
|
44,923
|
|
||
Net income attributable to noncontrolling interests
|
(204
|
)
|
|
(372
|
)
|
||
Net income attributable to common shareholders
|
$
|
19,456
|
|
|
$
|
44,551
|
|
Basic net income per common share:
|
|
|
|
||||
Continuing operations attributable to common shareholders
|
$
|
0.05
|
|
|
$
|
0.12
|
|
Diluted net income per common share:
|
|
|
|
||||
Continuing operations attributable to common shareholders
|
$
|
0.05
|
|
|
$
|
0.12
|
|
Weighted average number of common shares outstanding
|
368,190
|
|
|
359,139
|
|
||
Weighted average number of common shares and potential dilutive securities
|
371,870
|
|
|
362,362
|
|
||
|
|
|
|
||||
Comprehensive income:
|
|
|
|
||||
Net income
|
$
|
19,660
|
|
|
$
|
44,923
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Unrealized losses on interest rate swap contracts
|
—
|
|
|
(9,342
|
)
|
||
Amortization of interest rate swap contracts
|
801
|
|
|
—
|
|
||
Comprehensive income
|
$
|
20,461
|
|
|
$
|
35,581
|
|
|
Three Months Ended
|
||||||
|
2020
|
|
2019
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
19,660
|
|
|
$
|
44,923
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation of buildings and tenant improvements
|
71,582
|
|
|
62,423
|
|
||
Amortization of deferred leasing and other costs
|
13,777
|
|
|
13,569
|
|
||
Amortization of deferred financing costs
|
2,219
|
|
|
1,562
|
|
||
Straight-line rental income and expense, net
|
(1,703
|
)
|
|
(5,704
|
)
|
||
Impairment charges
|
5,626
|
|
|
—
|
|
||
Loss on debt extinguishment
|
17,806
|
|
|
13
|
|
||
Gain on involuntary conversion
|
—
|
|
|
(2,259
|
)
|
||
Gains on land and property sales
|
(9,120
|
)
|
|
(742
|
)
|
||
Third-party construction contracts, net
|
(780
|
)
|
|
11,700
|
|
||
Other accrued revenues and expenses, net
|
(6,738
|
)
|
|
(10,893
|
)
|
||
Operating distributions received in excess of (less than) equity in earnings from unconsolidated joint ventures
|
2,221
|
|
|
(33
|
)
|
||
Net cash provided by operating activities
|
114,550
|
|
|
114,559
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Development of real estate investments
|
(170,900
|
)
|
|
(85,772
|
)
|
||
Acquisition of buildings and related intangible assets
|
—
|
|
|
(76,081
|
)
|
||
Acquisition of land and other real estate assets
|
(87,023
|
)
|
|
(53,551
|
)
|
||
Second generation tenant improvements, leasing costs and building improvements
|
(8,105
|
)
|
|
(10,245
|
)
|
||
Other deferred leasing costs
|
(12,341
|
)
|
|
(1,712
|
)
|
||
Other assets
|
(15,040
|
)
|
|
(9,381
|
)
|
||
Proceeds from the repayments of notes receivable from property sales
|
110,000
|
|
|
35,000
|
|
||
Proceeds from land and property sales, net
|
27,081
|
|
|
1,910
|
|
||
Capital contributions and advances to unconsolidated joint ventures
|
(2,353
|
)
|
|
(6,474
|
)
|
||
Net cash used for investing activities
|
(158,681
|
)
|
|
(206,306
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from issuance of common shares, net
|
5,465
|
|
|
4,492
|
|
||
Proceeds from unsecured debt
|
316,371
|
|
|
—
|
|
||
Payments on unsecured debt
|
(316,655
|
)
|
|
—
|
|
||
Proceeds from secured debt financings
|
18,400
|
|
|
—
|
|
||
Payments on secured indebtedness including principal amortization
|
(876
|
)
|
|
(42,665
|
)
|
||
Borrowings on line of credit, net
|
200,000
|
|
|
210,000
|
|
||
Distributions to common shareholders
|
(86,562
|
)
|
|
(77,237
|
)
|
||
Distributions to noncontrolling interests, net
|
(783
|
)
|
|
(505
|
)
|
||
Tax payments on stock-based compensation awards
|
(4,051
|
)
|
|
(5,467
|
)
|
||
Change in book cash overdrafts
|
(14,444
|
)
|
|
9,700
|
|
||
Other financing activities
|
289
|
|
|
(9,920
|
)
|
||
Deferred financing costs
|
(3,971
|
)
|
|
—
|
|
||
Net cash provided by financing activities
|
113,183
|
|
|
88,398
|
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
69,052
|
|
|
(3,349
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
121,431
|
|
|
25,517
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
190,483
|
|
|
$
|
22,168
|
|
|
|
|
|
||||
Non-cash activities:
|
|
|
|
||||
Liabilities and right-of-use assets - operating leases
|
$
|
1,132
|
|
|
$
|
38,792
|
|
|
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, 2019
|
$
|
3,680
|
|
|
$
|
5,525,463
|
|
|
$
|
(35,036
|
)
|
|
$
|
(475,992
|
)
|
|
$
|
62,145
|
|
|
$
|
5,080,260
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
19,456
|
|
|
204
|
|
|
19,660
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
801
|
|
|
—
|
|
|
—
|
|
|
801
|
|
||||||
Issuance of common shares
|
1
|
|
|
5,464
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,465
|
|
||||||
Stock-based compensation plan activity
|
3
|
|
|
2,879
|
|
|
—
|
|
|
(314
|
)
|
|
5,653
|
|
|
8,221
|
|
||||||
Distributions to common shareholders ($0.235 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(86,562
|
)
|
|
—
|
|
|
(86,562
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(783
|
)
|
|
(783
|
)
|
||||||
Balance at March 31, 2020
|
$
|
3,684
|
|
|
$
|
5,533,806
|
|
|
$
|
(34,235
|
)
|
|
$
|
(543,412
|
)
|
|
$
|
67,219
|
|
|
$
|
5,027,062
|
|
|
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
|
|
||||||
Stock-based compensation plan activity
|
4
|
|
|
1,291
|
|
|
—
|
|
|
(350
|
)
|
|
4,652
|
|
|
5,597
|
|
||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
312
|
|
|
312
|
|
||||||
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,
2020 |
|
December 31,
2019 |
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Real estate investments:
|
|
|
|
||||
Real estate assets
|
$
|
8,100,945
|
|
|
$
|
7,993,377
|
|
Construction in progress
|
655,856
|
|
|
550,926
|
|
||
Investments in and advances to unconsolidated joint ventures
|
132,567
|
|
|
133,074
|
|
||
Undeveloped land
|
311,294
|
|
|
254,537
|
|
||
|
9,200,662
|
|
|
8,931,914
|
|
||
Accumulated depreciation
|
(1,538,679
|
)
|
|
(1,480,461
|
)
|
||
Net real estate investments
|
7,661,983
|
|
|
7,451,453
|
|
||
|
|
|
|
||||
Real estate investments and other assets held-for-sale
|
—
|
|
|
18,463
|
|
||
|
|
|
|
||||
Cash and cash equivalents
|
187,563
|
|
|
110,891
|
|
||
Accounts receivable
|
18,058
|
|
|
20,349
|
|
||
Straight-line rent receivable
|
131,276
|
|
|
129,344
|
|
||
Receivables on construction contracts, including retentions
|
30,626
|
|
|
25,607
|
|
||
Deferred leasing and other costs, net of accumulated amortization of $209,595 and $203,857
|
315,871
|
|
|
320,444
|
|
||
Restricted cash held in escrow for like-kind exchange
|
—
|
|
|
1,673
|
|
||
Notes receivable from property sales
|
—
|
|
|
110,000
|
|
||
Other escrow deposits and other assets
|
228,907
|
|
|
232,338
|
|
||
|
$
|
8,574,284
|
|
|
$
|
8,420,562
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Indebtedness:
|
|
|
|
||||
Secured debt, net of deferred financing costs of $378 and $164
|
$
|
51,311
|
|
|
$
|
34,023
|
|
Unsecured debt, net of deferred financing costs of $29,700 and $19,258
|
2,895,300
|
|
|
2,880,742
|
|
||
Unsecured line of credit
|
200,000
|
|
|
—
|
|
||
|
3,146,611
|
|
|
2,914,765
|
|
||
|
|
|
|
||||
Liabilities related to real estate investments held-for-sale
|
—
|
|
|
887
|
|
||
|
|
|
|
||||
Construction payables and amounts due subcontractors, including retentions
|
89,635
|
|
|
68,840
|
|
||
Accrued real estate taxes
|
67,421
|
|
|
69,042
|
|
||
Accrued interest
|
29,123
|
|
|
14,181
|
|
||
Other liabilities
|
171,358
|
|
|
223,680
|
|
||
Tenant security deposits and prepaid rents
|
43,074
|
|
|
48,907
|
|
||
Total liabilities
|
3,547,222
|
|
|
3,340,302
|
|
||
Partners' equity:
|
|
|
|
||||
Common equity (368,380 and 367,950 General Partner Units issued and outstanding, respectively)
|
4,994,078
|
|
|
5,053,151
|
|
||
Limited Partners' common equity (3,333 and 3,029 Limited Partner Units issued and outstanding, respectively)
|
62,615
|
|
|
57,575
|
|
||
Accumulated other comprehensive loss
|
(34,235
|
)
|
|
(35,036
|
)
|
||
Total partners' equity
|
5,022,458
|
|
|
5,075,690
|
|
||
Noncontrolling interests
|
4,604
|
|
|
4,570
|
|
||
Total equity
|
5,027,062
|
|
|
5,080,260
|
|
||
|
$
|
8,574,284
|
|
|
$
|
8,420,562
|
|
|
Three Months Ended
|
||||||
|
2020
|
|
2019
|
||||
Revenues:
|
|
|
|
||||
Rental and related revenue
|
$
|
218,755
|
|
|
$
|
209,965
|
|
General contractor and service fee revenue
|
7,614
|
|
|
54,964
|
|
||
|
226,369
|
|
|
264,929
|
|
||
Expenses:
|
|
|
|
||||
Rental expenses
|
18,843
|
|
|
20,668
|
|
||
Real estate taxes
|
36,727
|
|
|
32,442
|
|
||
General contractor and other services expenses
|
6,568
|
|
|
52,586
|
|
||
Depreciation and amortization
|
85,359
|
|
|
75,992
|
|
||
|
147,497
|
|
|
181,688
|
|
||
Other operating activities:
|
|
|
|
||||
Equity in earnings of unconsolidated joint ventures
|
2,539
|
|
|
4,715
|
|
||
Gain on sale of properties
|
8,937
|
|
|
(163
|
)
|
||
Gain on land sales
|
135
|
|
|
750
|
|
||
Other operating expenses
|
(1,112
|
)
|
|
(2,123
|
)
|
||
Impairment charges
|
(5,626
|
)
|
|
—
|
|
||
Non-incremental costs related to successful leases
|
(2,525
|
)
|
|
(2,156
|
)
|
||
General and administrative expenses
|
(21,763
|
)
|
|
(21,983
|
)
|
||
|
(19,415
|
)
|
|
(20,960
|
)
|
||
Operating income
|
59,457
|
|
|
62,281
|
|
||
Other income (expenses):
|
|
|
|
||||
Interest and other income, net
|
1,395
|
|
|
2,758
|
|
||
Interest expense
|
(23,494
|
)
|
|
(22,132
|
)
|
||
Loss on debt extinguishment
|
(17,806
|
)
|
|
(13
|
)
|
||
Gain on involuntary conversion
|
—
|
|
|
2,259
|
|
||
Income from continuing operations before income taxes
|
19,552
|
|
|
45,153
|
|
||
Income tax benefit (expense)
|
60
|
|
|
(385
|
)
|
||
Income from continuing operations
|
19,612
|
|
|
44,768
|
|
||
Discontinued operations:
|
|
|
|
||||
Gain on sale of properties
|
48
|
|
|
155
|
|
||
Income from discontinued operations
|
48
|
|
|
155
|
|
||
Net income
|
19,660
|
|
|
44,923
|
|
||
Net (income) loss attributable to noncontrolling interests
|
(34
|
)
|
|
10
|
|
||
Net income attributable to common unitholders
|
$
|
19,626
|
|
|
$
|
44,933
|
|
Basic net income per Common Unit:
|
|
|
|
||||
Continuing operations attributable to common unitholders
|
$
|
0.05
|
|
|
$
|
0.12
|
|
Diluted net income per Common Unit:
|
|
|
|
||||
Continuing operations attributable to common unitholders
|
$
|
0.05
|
|
|
$
|
0.12
|
|
Weighted average number of Common Units outstanding
|
371,414
|
|
|
362,204
|
|
||
Weighted average number of Common Units and potential dilutive securities
|
371,870
|
|
|
362,362
|
|
||
Comprehensive income:
|
|
|
|
||||
Net income
|
$
|
19,660
|
|
|
$
|
44,923
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Unrealized losses on interest rate swap contracts
|
—
|
|
|
(9,342
|
)
|
||
Amortization of interest rate swap contracts
|
801
|
|
|
—
|
|
||
Comprehensive income
|
$
|
20,461
|
|
|
$
|
35,581
|
|
|
Three Months Ended
|
||||||
|
2020
|
|
2019
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
19,660
|
|
|
$
|
44,923
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation of buildings and tenant improvements
|
71,582
|
|
|
62,423
|
|
||
Amortization of deferred leasing and other costs
|
13,777
|
|
|
13,569
|
|
||
Amortization of deferred financing costs
|
2,219
|
|
|
1,562
|
|
||
Straight-line rental income and expense, net
|
(1,703
|
)
|
|
(5,704
|
)
|
||
Impairment charges
|
5,626
|
|
|
—
|
|
||
Loss on debt extinguishment
|
17,806
|
|
|
13
|
|
||
Gain on involuntary conversion
|
—
|
|
|
(2,259
|
)
|
||
Gains on land and property sales
|
(9,120
|
)
|
|
(742
|
)
|
||
Third-party construction contracts, net
|
(780
|
)
|
|
11,700
|
|
||
Other accrued revenues and expenses, net
|
(6,738
|
)
|
|
(10,893
|
)
|
||
Operating distributions received in excess of (less than) equity in earnings from unconsolidated joint ventures
|
2,221
|
|
|
(33
|
)
|
||
Net cash provided by operating activities
|
114,550
|
|
|
114,559
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Development of real estate investments
|
(170,900
|
)
|
|
(85,772
|
)
|
||
Acquisition of buildings and related intangible assets
|
—
|
|
|
(76,081
|
)
|
||
Acquisition of land and other real estate assets
|
(87,023
|
)
|
|
(53,551
|
)
|
||
Second generation tenant improvements, leasing costs and building improvements
|
(8,105
|
)
|
|
(10,245
|
)
|
||
Other deferred leasing costs
|
(12,341
|
)
|
|
(1,712
|
)
|
||
Other assets
|
(15,040
|
)
|
|
(9,381
|
)
|
||
Proceeds from the repayments of notes receivable from property sales
|
110,000
|
|
|
35,000
|
|
||
Proceeds from land and property sales, net
|
27,081
|
|
|
1,910
|
|
||
Capital contributions and advances to unconsolidated joint ventures
|
(2,353
|
)
|
|
(6,474
|
)
|
||
Net cash used for investing activities
|
(158,681
|
)
|
|
(206,306
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from the General Partner
|
5,465
|
|
|
4,492
|
|
||
Proceeds from unsecured debt
|
316,371
|
|
|
—
|
|
||
Payments on unsecured debt
|
(316,655
|
)
|
|
—
|
|
||
Proceeds from secured debt financings
|
18,400
|
|
|
—
|
|
||
Payments on secured indebtedness including principal amortization
|
(876
|
)
|
|
(42,665
|
)
|
||
Borrowings on line of credit, net
|
200,000
|
|
|
210,000
|
|
||
Distributions to common unitholders
|
(87,345
|
)
|
|
(77,915
|
)
|
||
Contributions from noncontrolling interests, net
|
—
|
|
|
173
|
|
||
Tax payments on stock-based compensation awards
|
(4,051
|
)
|
|
(5,467
|
)
|
||
Change in book cash overdrafts
|
(14,444
|
)
|
|
9,700
|
|
||
Other financing activities
|
289
|
|
|
(9,920
|
)
|
||
Deferred financing costs
|
(3,971
|
)
|
|
—
|
|
||
Net cash provided by financing activities
|
113,183
|
|
|
88,398
|
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
69,052
|
|
|
(3,349
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
121,431
|
|
|
25,517
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
190,483
|
|
|
$
|
22,168
|
|
|
|
|
|
||||
Non-cash activities:
|
|
|
|
||||
Liabilities and right-of-use assets - operating leases
|
$
|
1,132
|
|
|
$
|
38,792
|
|
|
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, 2019
|
$
|
5,053,151
|
|
|
$
|
57,575
|
|
|
$
|
(35,036
|
)
|
|
$
|
5,075,690
|
|
|
$
|
4,570
|
|
|
5,080,260
|
|
|
Net income
|
19,456
|
|
|
170
|
|
|
—
|
|
|
19,626
|
|
|
34
|
|
|
19,660
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
801
|
|
|
801
|
|
|
—
|
|
|
801
|
|
||||||
Capital contribution from the General Partner
|
5,465
|
|
|
—
|
|
|
—
|
|
|
5,465
|
|
|
—
|
|
|
5,465
|
|
||||||
Stock-based compensation plan activity
|
2,568
|
|
|
5,653
|
|
|
—
|
|
|
8,221
|
|
|
—
|
|
|
8,221
|
|
||||||
Distributions to common unitholders ($0.235 per Common Unit)
|
(86,562
|
)
|
|
(783
|
)
|
|
—
|
|
|
(87,345
|
)
|
|
—
|
|
|
(87,345
|
)
|
||||||
Balance at March 31, 2020
|
$
|
4,994,078
|
|
|
$
|
62,615
|
|
|
$
|
(34,235
|
)
|
|
$
|
5,022,458
|
|
|
$
|
4,604
|
|
|
$
|
5,027,062
|
|
|
Common Unitholders
|
|
|
|
|
||||||||||||||||||
|
General
|
|
Limited
|
|
Accumulated
|
|
|
|
|
|
|
||||||||||||
|
Partner's
|
|
Partners'
|
|
Other
|
|
Total
|
|
|
|
|
||||||||||||
|
Common Equity
|
|
Common Equity
|
|
Comprehensive
Income
|
|
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
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Rental revenue - fixed payments
|
$
|
161,608
|
|
|
$
|
156,674
|
|
Rental revenue - variable payments (1)
|
57,147
|
|
|
53,291
|
|
||
Rental and related revenue
|
$
|
218,755
|
|
|
$
|
209,965
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Cash and cash equivalents
|
$
|
187,563
|
|
|
$
|
110,891
|
|
Restricted cash held in escrow for like-kind exchange
|
—
|
|
|
1,673
|
|
||
Restricted cash included in other escrow deposits and other assets
|
2,920
|
|
|
8,867
|
|
||
Total cash, cash equivalents, and restricted cash shown in the Consolidated Statements of Cash Flows
|
$
|
190,483
|
|
|
$
|
121,431
|
|
|
Book Value at 12/31/2019
|
|
Book Value at 3/31/2020
|
|
Fair Value at 12/31/2019
|
|
Issuances and
Assumptions
|
|
Payments/Payoffs
|
|
Adjustments
to Fair Value
|
|
Fair Value at 3/31/2020
|
||||||||||||||
Fixed rate secured debt
|
$
|
32,287
|
|
|
$
|
49,789
|
|
|
$
|
34,547
|
|
|
$
|
18,400
|
|
|
$
|
(876
|
)
|
|
$
|
(10,090
|
)
|
|
$
|
41,981
|
|
Variable rate secured debt
|
1,900
|
|
|
1,900
|
|
|
1,900
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,900
|
|
|||||||
Unsecured debt
|
2,900,000
|
|
|
2,925,000
|
|
|
3,045,485
|
|
|
325,000
|
|
|
(300,000
|
)
|
|
(184,670
|
)
|
|
2,885,815
|
|
|||||||
Unsecured line of credit
|
—
|
|
|
200,000
|
|
|
—
|
|
|
200,000
|
|
|
—
|
|
|
—
|
|
|
200,000
|
|
|||||||
Total
|
$
|
2,934,187
|
|
|
$
|
3,176,689
|
|
|
$
|
3,081,932
|
|
|
$
|
543,400
|
|
|
$
|
(300,876
|
)
|
|
$
|
(194,760
|
)
|
|
$
|
3,129,696
|
|
Less: Deferred financing costs
|
19,422
|
|
|
30,078
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total indebtedness as reported on the consolidated balance sheets
|
$
|
2,914,765
|
|
|
$
|
3,146,611
|
|
|
|
|
|
|
|
|
|
|
|
Description
|
Borrowing
Capacity
|
|
Maturity Date
|
|
Outstanding Balance at March 31, 2020
|
||||
Unsecured Line of Credit - Partnership
|
$
|
1,200,000
|
|
|
January 30, 2022
|
|
$
|
200,000
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Management fees
|
$
|
349
|
|
|
$
|
422
|
|
Leasing fees
|
$
|
451
|
|
|
$
|
148
|
|
Construction and development fees
|
$
|
361
|
|
|
$
|
2,196
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
General Partner
|
|
|
|
||||
Net income attributable to common shareholders
|
$
|
19,456
|
|
|
$
|
44,551
|
|
Less: dividends on participating securities
|
(356
|
)
|
|
(388
|
)
|
||
Basic net income attributable to common shareholders
|
$
|
19,100
|
|
|
$
|
44,163
|
|
Add back dividends on dilutive participating securities
|
—
|
|
|
—
|
|
||
Noncontrolling interest in earnings of common unitholders
|
170
|
|
|
382
|
|
||
Diluted net income attributable to common shareholders
|
$
|
19,270
|
|
|
$
|
44,545
|
|
Weighted average number of common shares outstanding
|
368,190
|
|
|
359,139
|
|
||
Weighted average Limited Partner Units outstanding
|
3,224
|
|
|
3,065
|
|
||
Other potential dilutive shares
|
456
|
|
|
158
|
|
||
Weighted average number of common shares and potential dilutive securities
|
371,870
|
|
|
362,362
|
|
||
|
|
|
|
||||
Partnership
|
|
|
|
||||
Net income attributable to common unitholders
|
$
|
19,626
|
|
|
$
|
44,933
|
|
Less: distributions on participating securities
|
(356
|
)
|
|
(388
|
)
|
||
Basic net income attributable to common unitholders
|
$
|
19,270
|
|
|
$
|
44,545
|
|
Add back distributions on dilutive participating securities
|
—
|
|
|
—
|
|
||
Diluted net income attributable to common unitholders
|
$
|
19,270
|
|
|
$
|
44,545
|
|
Weighted average number of Common Units outstanding
|
371,414
|
|
|
362,204
|
|
||
Other potential dilutive units
|
456
|
|
|
158
|
|
||
Weighted average number of Common Units and potential dilutive securities
|
371,870
|
|
|
362,362
|
|
|
Three Months Ended March 31,
|
||||
|
2020
|
|
2019
|
||
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
|
1,647
|
|
|
1,967
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Revenues
|
|
|
|
||||
Rental Operations:
|
|
|
|
||||
Industrial
|
$
|
216,952
|
|
|
$
|
208,403
|
|
Non-reportable Rental Operations
|
1,528
|
|
|
1,452
|
|
||
Service Operations
|
7,614
|
|
|
54,964
|
|
||
Total segment revenues
|
226,094
|
|
|
264,819
|
|
||
Other revenue
|
275
|
|
|
110
|
|
||
Consolidated revenue
|
$
|
226,369
|
|
|
$
|
264,929
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
PNOI
|
|
|
|
|
||||
Industrial
|
|
$
|
157,061
|
|
|
$
|
142,494
|
|
Non-reportable Rental Operations
|
|
1,819
|
|
|
876
|
|
||
PNOI, excluding all sold properties
|
|
158,880
|
|
|
143,370
|
|
||
PNOI from sold properties included in continuing operations
|
|
114
|
|
|
5,992
|
|
||
PNOI, continuing operations
|
|
$
|
158,994
|
|
|
$
|
149,362
|
|
|
|
|
|
|
||||
Earnings from Service Operations
|
|
1,046
|
|
|
2,378
|
|
||
|
|
|
|
|
||||
Rental Operations revenues and expenses excluded from PNOI:
|
|
|
|
|
||||
Straight-line rental income and expense, net
|
|
1,703
|
|
|
5,704
|
|
||
Revenues related to lease buyouts
|
|
392
|
|
|
19
|
|
||
Amortization of lease concessions and above and below market rents
|
|
2,557
|
|
|
1,262
|
|
||
Intercompany rents and other adjusting items
|
|
(394
|
)
|
|
433
|
|
||
Non-Segment Items:
|
|
|
|
|
||||
Equity in earnings of unconsolidated joint ventures
|
|
2,539
|
|
|
4,715
|
|
||
Interest expense
|
|
(23,494
|
)
|
|
(22,132
|
)
|
||
Depreciation and amortization expense
|
|
(85,359
|
)
|
|
(75,992
|
)
|
||
Gain on sale of properties
|
|
8,937
|
|
|
(163
|
)
|
||
Impairment charges
|
|
(5,626
|
)
|
|
—
|
|
||
Interest and other income, net
|
|
1,395
|
|
|
2,758
|
|
||
General and administrative expenses
|
|
(21,763
|
)
|
|
(21,983
|
)
|
||
Gain on land sales
|
|
135
|
|
|
750
|
|
||
Other operating expenses
|
|
(1,112
|
)
|
|
(2,123
|
)
|
||
Loss on extinguishment of debt
|
|
(17,806
|
)
|
|
(13
|
)
|
||
Gain on involuntary conversion
|
|
—
|
|
|
2,259
|
|
||
Non-incremental costs related to successful leases
|
|
(2,525
|
)
|
|
(2,156
|
)
|
||
Other non-segment revenues and expenses, net
|
|
(67
|
)
|
|
75
|
|
||
Income from continuing operations before income taxes
|
|
$
|
19,552
|
|
|
$
|
45,153
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Buildings and tenant improvements
|
$
|
5,386,928
|
|
|
$
|
5,295,336
|
|
Land and improvements
|
2,543,415
|
|
|
2,532,541
|
|
||
Other real estate investments (1)
|
170,602
|
|
|
165,500
|
|
||
Real estate assets
|
$
|
8,100,945
|
|
|
$
|
7,993,377
|
|
|
Held-for-Sale at March 31, 2020
|
|
Sold Year-to-Date in 2020
|
|
Sold in 2019
|
|
Total
|
|
|
|
|
||||
|
|
|
|
||||
Properties sold or classified as held-for-sale
|
—
|
|
1
|
|
28
|
|
29
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Income from continuing operations attributable to common shareholders
|
$
|
19,408
|
|
|
$
|
44,397
|
|
Income from discontinued operations attributable to common shareholders
|
48
|
|
|
154
|
|
||
Net income attributable to common shareholders
|
$
|
19,456
|
|
|
$
|
44,551
|
|
|
Held-for-Sale Properties Included in Continuing Operations
|
||||||
|
March 31, 2020
|
|
December 31, 2019
|
||||
Land and improvements
|
$
|
—
|
|
|
$
|
4,561
|
|
Buildings and tenant improvements
|
—
|
|
|
18,840
|
|
||
Undeveloped land
|
—
|
|
|
—
|
|
||
Accumulated depreciation
|
—
|
|
|
(7,132
|
)
|
||
Deferred leasing and other costs, net
|
—
|
|
|
2,100
|
|
||
Other assets
|
—
|
|
|
94
|
|
||
Total assets held-for-sale
|
$
|
—
|
|
|
$
|
18,463
|
|
|
|
|
|
||||
Total liabilities related to assets held-for-sale
|
$
|
—
|
|
|
$
|
887
|
|
Class of stock/units
|
Quarterly Amount per Share or Unit
|
|
Record Date
|
|
Payment Date
|
Common - Quarterly
|
$0.235
|
|
May 14, 2020
|
|
May 29, 2020
|
•
|
The impact of the COVID-19 pandemic on our business, our tenants and the economy in general, including the measures taken by governmental authorities to address it;
|
•
|
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 including construction cost increases as the result of trade disputes and tariffs on goods imported in the United States;
|
•
|
Our real estate asset concentration in the industrial sector and potential volatility in this sector;
|
•
|
Our ability to successfully dispose of properties on terms that are favorable to us;
|
•
|
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 and cyber security attacks;
|
•
|
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 521 primarily industrial properties, of which 500 properties with 146.4 million square feet were in service and 21 properties with 9.7 million square feet were under development. The 500 in-service properties were comprised of 461 consolidated properties with 135.3 million square feet and 39 unconsolidated joint venture properties with 11.1 million square feet. The 21 properties under development consisted of 20 consolidated properties with 9.3 million square feet and one unconsolidated joint venture property with 358,000 square feet.
|
•
|
Owned directly, or through ownership interests in unconsolidated joint ventures (with acreage not adjusted for our percentage ownership interest), approximately 1,400 acres of land and controlled approximately 900 acres through purchase options.
|
|
Consolidated Properties
|
|
Unconsolidated Joint Venture Properties
|
|
Total Including Unconsolidated Joint Venture Properties
|
|||
Vacant square feet at December 31, 2019
|
4,540
|
|
|
406
|
|
|
4,946
|
|
Vacant space in completed developments
|
154
|
|
|
—
|
|
|
154
|
|
Expirations
|
777
|
|
|
69
|
|
|
846
|
|
Early lease terminations
|
358
|
|
|
—
|
|
|
358
|
|
Leasing of previously vacant space
|
(1,204
|
)
|
|
—
|
|
|
(1,204
|
)
|
Vacant square feet at March 31, 2020
|
4,625
|
|
|
475
|
|
|
5,100
|
|
|
Three Months Ended March 31,
|
||||
|
2020
|
|
2019
|
||
New Leasing Activity - First Generation
|
1,333
|
|
|
957
|
|
New Leasing Activity - Second Generation
|
259
|
|
|
303
|
|
Renewal Leasing Activity
|
656
|
|
|
1,503
|
|
Short-Term New Leasing Activity
|
655
|
|
|
372
|
|
Short-Term Renewal Leasing Activity
|
78
|
|
|
582
|
|
Non-Reportable Rental Operations Leasing Activity
|
—
|
|
|
1
|
|
Total Consolidated Leasing Activity
|
2,981
|
|
|
3,718
|
|
Unconsolidated Joint Venture Leasing Activity
|
975
|
|
|
73
|
|
Total Including Unconsolidated Joint Venture Leasing Activity
|
3,956
|
|
|
3,791
|
|
|
Square Feet of Leases
(in thousands)
|
|
Percent of Expiring Leases Renewed
|
|
Average Term in Years
|
|
Estimated Tenant Improvement Cost per Square Foot
|
|
Leasing Costs per Square Foot
|
|||||||||||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|||||||||||
Three Months
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Consolidated - New Second Generation
|
259
|
|
|
303
|
|
|
|
|
|
|
4.1
|
|
|
7.3
|
|
$3.87
|
|
$6.90
|
|
$1.95
|
|
$4.25
|
||||||||
Unconsolidated Joint Ventures - New Second Generation
|
—
|
|
|
46
|
|
|
|
|
|
|
—
|
|
|
5.2
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$1.34
|
||
Total - New Second Generation
|
259
|
|
|
349
|
|
|
|
|
|
|
4.1
|
|
|
7.0
|
|
$3.87
|
|
$6.00
|
|
$1.95
|
|
$3.87
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Consolidated - Renewal
|
656
|
|
|
1,503
|
|
|
58.4
|
%
|
|
82.2
|
%
|
|
4.6
|
|
|
3.8
|
|
$1.29
|
|
$0.97
|
|
$1.16
|
|
$1.09
|
||||||
Unconsolidated Joint Ventures - Renewal
|
497
|
|
|
28
|
|
|
87.9
|
%
|
|
100.0
|
%
|
|
4.4
|
|
|
5.2
|
|
$0.48
|
|
$1.50
|
|
$1.72
|
|
$1.88
|
||||||
Total - Renewal
|
1,153
|
|
|
1,531
|
|
|
68.3
|
%
|
|
82.5
|
%
|
|
4.5
|
|
|
3.8
|
|
$0.94
|
|
$0.98
|
|
$1.40
|
|
$1.10
|
|
Three Months Ended March 31,
|
||||
Ownership Type
|
2020
|
|
2019
|
||
Consolidated properties
|
27.8
|
%
|
|
23.6
|
%
|
Unconsolidated joint venture properties
|
44.1
|
%
|
|
12.2
|
%
|
|
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 2020
|
6,480
|
|
|
$
|
30,464
|
|
|
78
|
|
6,479
|
|
|
$
|
30,458
|
|
|
1
|
|
|
$
|
6
|
|
2021
|
12,415
|
|
|
58,065
|
|
|
138
|
|
12,415
|
|
|
58,065
|
|
|
—
|
|
|
—
|
|
|||
2022
|
19,063
|
|
|
81,329
|
|
|
151
|
|
19,046
|
|
|
81,137
|
|
|
17
|
|
|
192
|
|
|||
2023
|
13,040
|
|
|
66,128
|
|
|
143
|
|
13,020
|
|
|
65,851
|
|
|
20
|
|
|
277
|
|
|||
2024
|
15,021
|
|
|
75,935
|
|
|
139
|
|
15,016
|
|
|
75,873
|
|
|
5
|
|
|
62
|
|
|||
2025
|
12,993
|
|
|
67,034
|
|
|
111
|
|
12,991
|
|
|
67,009
|
|
|
2
|
|
|
25
|
|
|||
2026
|
9,619
|
|
|
44,611
|
|
|
49
|
|
9,619
|
|
|
44,611
|
|
|
—
|
|
|
—
|
|
|||
2027
|
7,546
|
|
|
34,915
|
|
|
30
|
|
7,541
|
|
|
34,858
|
|
|
5
|
|
|
57
|
|
|||
2028
|
8,009
|
|
|
52,602
|
|
|
30
|
|
7,890
|
|
|
49,115
|
|
|
119
|
|
|
3,487
|
|
|||
2029
|
8,428
|
|
|
45,391
|
|
|
26
|
|
8,428
|
|
|
45,391
|
|
|
—
|
|
|
—
|
|
|||
2030 and Thereafter
|
18,086
|
|
|
105,210
|
|
|
53
|
|
18,086
|
|
|
105,210
|
|
|
—
|
|
|
—
|
|
|||
Total Leased
|
130,700
|
|
|
$
|
661,684
|
|
|
948
|
|
130,531
|
|
|
$
|
657,578
|
|
|
169
|
|
|
$
|
4,106
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total Portfolio Square Feet
|
135,325
|
|
|
|
|
|
|
135,114
|
|
|
|
|
211
|
|
|
|
||||||
Percent Leased
|
96.6
|
%
|
|
|
|
|
|
96.6
|
%
|
|
|
|
80.0
|
%
|
|
|
||||||
* 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.
|
Ownership Type
|
Square
Feet
|
|
Percent
Leased
|
|
Total
Estimated
Project Costs
|
|
Total
Incurred
to Date
|
|
Amount
Remaining
to be Spent
|
||||||||
Consolidated properties
|
9,300
|
|
|
60
|
%
|
|
$
|
1,082,620
|
|
|
$
|
639,619
|
|
|
$
|
443,001
|
|
Unconsolidated joint venture properties
|
358
|
|
|
100
|
%
|
|
21,385
|
|
|
2,351
|
|
|
19,034
|
|
|||
Total
|
9,658
|
|
|
61
|
%
|
|
$
|
1,104,005
|
|
|
$
|
641,970
|
|
|
$
|
462,035
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Rental and related revenue from continuing operations
|
$
|
218,755
|
|
|
$
|
209,965
|
|
General contractor and service fee revenue
|
7,614
|
|
|
54,964
|
|
||
Operating income
|
59,457
|
|
|
62,281
|
|
||
General Partner
|
|
|
|
||||
Net income attributable to common shareholders
|
$
|
19,456
|
|
|
$
|
44,551
|
|
Weighted average common shares outstanding
|
368,190
|
|
|
359,139
|
|
||
Weighted average common shares and potential dilutive securities
|
371,870
|
|
|
362,362
|
|
||
Partnership
|
|
|
|
||||
Net income attributable to common unitholders
|
$
|
19,626
|
|
|
$
|
44,933
|
|
Weighted average Common Units outstanding
|
371,414
|
|
|
362,204
|
|
||
Weighted average Common Units and potential dilutive securities
|
371,870
|
|
|
362,362
|
|
||
General Partner and Partnership
|
|
|
|
||||
Basic income per common share or Common Unit:
|
|
|
|
||||
Continuing operations
|
$
|
0.05
|
|
|
$
|
0.12
|
|
Diluted income per common share or Common Unit:
|
|
|
|
||||
Continuing operations
|
$
|
0.05
|
|
|
$
|
0.12
|
|
Number of in-service consolidated properties at end of period
|
461
|
|
|
469
|
|
||
In-service consolidated square footage at end of period
|
135,325
|
|
|
135,684
|
|
||
Number of in-service unconsolidated joint venture properties at end of period
|
39
|
|
|
40
|
|
||
In-service unconsolidated joint venture square footage at end of period
|
11,109
|
|
|
11,250
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Net income attributable to common shareholders of the General Partner
|
$
|
19,456
|
|
|
$
|
44,551
|
|
Add back: Net income attributable to noncontrolling interests - common limited partnership interests in the Partnership
|
170
|
|
|
382
|
|
||
Net income attributable to common unitholders of the Partnership
|
19,626
|
|
|
44,933
|
|
||
Adjustments:
|
|
|
|
||||
Depreciation and amortization
|
85,359
|
|
|
75,992
|
|
||
Company share of unconsolidated joint venture depreciation, amortization and other adjustments
|
2,194
|
|
|
2,353
|
|
||
Gains on sale of properties
|
(8,985
|
)
|
|
8
|
|
||
Gain on land sales
|
(135
|
)
|
|
(750
|
)
|
||
Impairment charges
|
5,626
|
|
|
—
|
|
||
Income tax (benefit) expense triggered by sales of real estate assets
|
(60
|
)
|
|
385
|
|
||
Gains on sales of real estate assets - share of unconsolidated joint ventures
|
(26
|
)
|
|
(2,499
|
)
|
||
FFO attributable to common unitholders of the Partnership
|
$
|
103,599
|
|
|
$
|
120,422
|
|
Additional General Partner Adjustments:
|
|
|
|
||||
Net income attributable to noncontrolling interests - common limited partnership interests in the Partnership
|
(170
|
)
|
|
(382
|
)
|
||
Noncontrolling interest share of adjustments
|
(729
|
)
|
|
(639
|
)
|
||
FFO attributable to common shareholders of the General Partner
|
$
|
102,700
|
|
|
$
|
119,401
|
|
|
Three Months Ended March 31,
|
Percent
|
|||||||
|
2020
|
|
2019
|
Change
|
|||||
Income from continuing operations before income taxes
|
$
|
19,552
|
|
|
$
|
45,153
|
|
|
|
Share of SPNOI from unconsolidated joint ventures
|
4,641
|
|
|
4,444
|
|
|
|||
PNOI excluded from the "same-property" population
|
(11,151
|
)
|
|
(4,813
|
)
|
|
|||
Earnings from Service Operations
|
(1,046
|
)
|
|
(2,378
|
)
|
|
|||
Rental Operations revenues and expenses excluded from PNOI
|
(4,372
|
)
|
|
(13,410
|
)
|
|
|||
Non-Segment Items
|
144,746
|
|
|
114,005
|
|
|
|||
SPNOI
|
$
|
152,370
|
|
|
$
|
143,001
|
|
6.6
|
%
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Rental and related revenue:
|
|
|
|
||||
Industrial
|
$
|
216,952
|
|
|
$
|
208,403
|
|
Non-reportable Rental Operations and non-segment revenues
|
1,803
|
|
|
1,562
|
|
||
Total rental and related revenue from continuing operations
|
$
|
218,755
|
|
|
$
|
209,965
|
|
•
|
We acquired six properties and placed 21 developments in service from January 1, 2019 to March 31, 2020, which provided incremental revenues from continuing operations of $13.4 million during the three months ended March 31, 2020, as compared to the same period in 2019.
|
•
|
Increases in rental rates and occupancy within our "same-property" portfolio, as well as the lease up of properties that were placed in service prior to January 1, 2019 but were not in the "same-property" portfolio, also contributed to the increase to rental and related revenue from continuing operations.
|
•
|
The increase in rental revenue included $3.3 million of higher recoveries primarily related to increased recoverable real estate taxes compared to the same period in 2019.
|
•
|
The sale of 29 in-service properties since January 1, 2019, which did not meet the criteria to be classified within discontinued operations, resulted in a decrease of $8.1 million to rental and related revenue from continuing operations in the three months ended March 31, 2020, as compared to the same period in 2019, which partially offset the aforementioned increases to rental and related revenue from continuing operations.
|
•
|
The increase in rental revenue was also partially offset by a $5.4 million increase in collectability reserves, including both contractual and straight-line receivables, primarily as a result of current economic conditions caused by the COVID-19 pandemic during the three months ended March 31, 2020.
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Rental expenses:
|
|
|
|
||||
Industrial
|
$
|
18,521
|
|
|
$
|
20,221
|
|
Non-reportable Rental Operations and non-segment expenses
|
322
|
|
|
447
|
|
||
Total rental expenses from continuing operations
|
$
|
18,843
|
|
|
$
|
20,668
|
|
Real estate taxes:
|
|
|
|
||||
Industrial
|
$
|
36,239
|
|
|
$
|
32,308
|
|
Non-reportable Rental Operations and non-segment expenses
|
488
|
|
|
134
|
|
||
Total real estate tax expense from continuing operations
|
$
|
36,727
|
|
|
$
|
32,442
|
|
General and administrative expenses - three months ended March 31, 2019
|
$
|
22.0
|
|
Increase to overall pool of overhead costs
|
1.2
|
|
|
Increased absorption of costs by consolidated leasing and development activities (1)
|
(4.3
|
)
|
|
Decreased allocation of costs to Service Operations and Rental Operations
|
2.9
|
|
|
General and administrative expenses - three months ended March 31, 2020
|
$
|
21.8
|
|
•
|
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,
|
||||||
|
2020
|
|
2019
|
||||
Second generation tenant improvements
|
$
|
5,169
|
|
|
$
|
4,510
|
|
Second generation leasing costs
|
1,677
|
|
|
5,136
|
|
||
Building improvements
|
1,259
|
|
|
599
|
|
||
Total second generation capital expenditures
|
$
|
8,105
|
|
|
$
|
10,245
|
|
Development of real estate investments
|
$
|
170,900
|
|
|
$
|
85,772
|
|
Other deferred leasing costs
|
$
|
12,341
|
|
|
$
|
1,712
|
|
|
Future Repayments
|
|
|
|||||||||||
Year
|
Scheduled
Amortization
|
|
Maturities
|
|
Total
|
|
Weighted Average Interest Rate of
Future Repayments
|
|||||||
Remainder of 2020
|
$
|
3,434
|
|
|
$
|
—
|
|
|
$
|
3,434
|
|
|
5.42
|
%
|
2021
|
4,003
|
|
|
9,047
|
|
|
13,050
|
|
|
5.56
|
%
|
|||
2022
|
4,217
|
|
|
300,000
|
|
|
304,217
|
|
|
3.95
|
%
|
|||
2023
|
4,444
|
|
|
450,000
|
|
|
454,444
|
|
|
2.90
|
%
|
|||
2024
|
4,685
|
|
|
300,000
|
|
|
304,685
|
|
|
3.92
|
%
|
|||
2025
|
4,610
|
|
|
—
|
|
|
4,610
|
|
|
5.42
|
%
|
|||
2026
|
2,724
|
|
|
375,000
|
|
|
377,724
|
|
|
3.37
|
%
|
|||
2027
|
1,077
|
|
|
475,000
|
|
|
476,077
|
|
|
3.18
|
%
|
|||
2028
|
744
|
|
|
500,000
|
|
|
500,744
|
|
|
4.45
|
%
|
|||
2029
|
770
|
|
|
400,000
|
|
|
400,770
|
|
|
2.88
|
%
|
|||
2030
|
797
|
|
|
—
|
|
|
797
|
|
|
3.41
|
%
|
|||
Thereafter
|
3,705
|
|
|
332,402
|
|
|
336,107
|
|
|
3.20
|
%
|
|||
|
$
|
35,210
|
|
|
$
|
3,141,449
|
|
|
$
|
3,176,659
|
|
|
3.49
|
%
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
General Partner
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
114.6
|
|
|
$
|
114.6
|
|
Net cash used for investing activities
|
$
|
(158.7
|
)
|
|
$
|
(206.3
|
)
|
Net cash provided by financing activities
|
$
|
113.2
|
|
|
$
|
88.4
|
|
|
|
|
|
||||
Partnership
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
114.6
|
|
|
$
|
114.6
|
|
Net cash used for investing activities
|
$
|
(158.7
|
)
|
|
$
|
(206.3
|
)
|
Net cash provided by financing activities
|
$
|
113.2
|
|
|
$
|
88.4
|
|
•
|
During the three months ended March 31, 2020, we did not acquire any buildings. We paid cash of $76.1 million for building acquisitions during the three months ended March 31, 2019. We paid cash of $87.0 million for undeveloped land acquisitions during the three months ended March 31, 2020, compared to $53.6 million for land acquisitions during the same period in 2019.
|
•
|
Real estate development costs were $170.9 million during the three months ended March 31, 2020, compared to $85.8 million for the same period in 2019.
|
•
|
Sales of land and depreciated properties provided $27.1 million in net proceeds for the three months ended March 31, 2020, compared to $1.9 million for the same period in 2019.
|
•
|
During the three months ended March 31, 2020, we received repayments of $110.0 million on our notes receivable related to the disposition of our medical office portfolio in 2017, compared to $35.0 million of repayments of notes receivable from property sales for the same period in 2019.
|
•
|
Second generation tenant improvements, leasing costs and building improvements totaled $8.1 million for the three months ended March 31, 2020 compared to $10.2 million for the same period in 2019.
|
•
|
For the three months ended March 31, 2020, we made capital contributions of $2.4 million to unconsolidated joint ventures, compared to $6.5 million during the same period in 2019.
|
•
|
During the three months ended March 31, 2020, the Partnership issued $325.0 million of senior unsecured notes, which bear interest at a stated interest rate of 3.05%, have an effective interest rate of 3.19% and mature on March 1, 2050, for cash proceeds of $316.4 million. We did not issue any senior unsecured notes during the three months ended March 31, 2019.
|
•
|
The Partnership paid cash of $316.7 million for the early redemption of $300.0 million of senior unsecured notes that were scheduled to mature in June 2022 during the three months ended March 31, 2020. We did not make payments on senior unsecured notes for the three months ended March 31, 2019.
|
•
|
During the three months ended March 31, 2020, a consolidated joint venture of the Partnership obtained a secured loan from a third party financial institution for gross proceeds of $18.4 million. We did not obtain any secured loans during the three months ended March 31, 2019.
|
•
|
For the three months ended March 31, 2020 and 2019, we increased borrowings on the Partnership's unsecured line of credit by $200.0 million and $210.0 million, respectively.
|
•
|
We paid regular cash dividends totaling $86.6 million and $77.2 million for the three months ended March 31, 2020 and 2019, 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 at March 31, 2019. We did not have any book cash overdrafts at March 31, 2020.
|
•
|
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 during three months ended March 31, 2019. We did not make similar significant repayments during the three months ended March 31, 2020.
|
|
Remainder of 2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Face Value
|
|
Fair Value
|
||||||||||||||||
Long-Term Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate
secured debt
|
$
|
3,134
|
|
|
$
|
12,750
|
|
|
$
|
3,917
|
|
|
$
|
4,144
|
|
|
$
|
4,385
|
|
|
$
|
21,429
|
|
|
$
|
49,759
|
|
|
$
|
41,981
|
|
Weighted average
interest rate
|
5.63
|
%
|
|
5.62
|
%
|
|
5.65
|
%
|
|
5.66
|
%
|
|
5.67
|
%
|
|
4.15
|
%
|
|
5.00
|
%
|
|
|
|||||||||
Variable rate
secured debt
|
$
|
300
|
|
|
$
|
300
|
|
|
$
|
300
|
|
|
$
|
300
|
|
|
$
|
300
|
|
|
$
|
400
|
|
|
$
|
1,900
|
|
|
$
|
1,900
|
|
Weighted average
interest rate
|
3.26
|
%
|
|
3.26
|
%
|
|
3.26
|
%
|
|
3.26
|
%
|
|
3.26
|
%
|
|
3.26
|
%
|
|
3.26
|
%
|
|
|
|||||||||
Fixed rate
unsecured debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
300,000
|
|
|
$
|
250,000
|
|
|
$
|
300,000
|
|
|
$
|
2,075,000
|
|
|
$
|
2,925,000
|
|
|
$
|
2,885,815
|
|
Weighted average
interest rate
|
N/A
|
|
|
N/A
|
|
|
3.93
|
%
|
|
3.72
|
%
|
|
3.90
|
%
|
|
3.46
|
%
|
|
3.58
|
%
|
|
|
|||||||||
Variable rate unsecured line of credit
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
200,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
200,000
|
|
|
$
|
200,000
|
|
Rate at March 31, 2020
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
1.81
|
%
|
|
N/A
|
|
|
N/A
|
|
|
1.81
|
%
|
|
|
3.1
|
|
|
|
|
|
|
|
3.2
|
|
|
|
|
|
|
|
3.3
|
|
|
|
|
|
|
|
3.4 (i)
|
|
|
|
|
|
|
|
3.4 (ii)
|
|
|
|
|
|
|
|
3.4 (iii)
|
|
|
|
|
|
|
|
3.4 (iv)
|
|
|
|
|
|
|
|
3.4 (v)
|
|
|
|
|
|
|
|
3.4 (vi)
|
|
|
|
|
|
|
|
4.1
|
|
|
|
|
|
|
|
10.1
|
|
|
|
|
|
|
|
10.2
|
|
|
|
|
|
|
|
10.3
|
|
|
|
|
|
|
|
10.4
|
|
|
|
|
|
|
|
10.5
|
|
|
|
|
|
|
|
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
|
|
|
|
|
104
|
|
|
Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)
|
#
|
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.
|
|
|
|
|
|
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:
|
May 1, 2020
|
|
|
|
|
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:
|
May 1, 2020
|
/s/ Mark A. Denien
|
|
Mark A. Denien
|
|
Executive Vice President and Chief Financial Officer
|
|
Date:
|
May 1, 2020
|
/s/ James B. Connor
|
|
James B. Connor
|
|
Chairman and Chief Executive Officer of the General Partner
|
|
Date:
|
May 1, 2020
|
/s/ Mark A. Denien
|
|
Mark A. Denien
|
|
Executive Vice President and Chief Financial Officer of the General Partner
|
|
Date:
|
May 1, 2020
|