UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 24, 2018
DUKE REALTY CORPORATION
DUKE REALTY LIMITED PARTNERSHIP
(Exact name of registrant specified in its charter)
Duke Realty Corporation:
Indiana | 1-9044 | 35-1740409 | ||
(State of | (Commission | (IRS Employer | ||
Formation) | File Number) | Identification No.) |
Duke Realty Limited Partnership:
Indiana | 0-20625 | 35-1898425 | ||
(State of | (Commission | (IRS Employer | ||
Formation) | File Number) | Identification No.) |
600 East 96th Street
Suite 100
Indianapolis, IN 46240
(Address of principal executive offices, zip code)
Registrants telephone number, including area code: (317) 808-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. |
Results of Operations and Financial Condition. |
On October 24, 2018, Duke Realty Corporation, an Indiana corporation (the Company), the sole general partner of Duke Realty Limited Partnership, an Indiana limited partnership (the Operating Partnership), issued a press release (the Press Release) announcing its results of operations and financial condition for the quarter ended September 30, 2018. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated into this Item 2.02 by this reference.
The information contained in this Item 2.02, including the related information set forth in the Press Release attached hereto and incorporated by reference herein, is being furnished and shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.
Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On October 24, 2018, the Company, as general partner of the Operating Partnership, executed the Fifth Amendment to the Fifth Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the Limited Partnership Agreement Amendment), which amended the Fifth Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the Limited Partnership Agreement). The effective date of the Limited Partnership Agreement Amendment was October 24, 2018, and the purpose of the Limited Partnership Agreement Amendment was to conform the Limited Partnership Agreement with the centralized partnership audit rules enacted by the Bipartisan Budget Act of 2015 (Pub. L. No. 114-74, §1101), as amended, that generally apply to audits of partnership taxable years beginning on or after January 1, 2018.
The foregoing summary is qualified in its entirety by reference to the Limited Partnership Agreement Amendment, which is attached hereto as Exhibit 3.1 and incorporated by reference in this Current Report on Form 8-K.
Item 9.01. |
Financial Statements and Exhibits. |
(d) |
Exhibits |
* |
The Press Release attached hereto as Exhibit 99.1 is furnished and not filed, as described in Item 2.02 of this Current Report on Form 8-K. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
DUKE REALTY CORPORATION | ||
By: | /s/ Ann C. Dee | |
Ann C. Dee Executive Vice President, General Counsel and Corporate Secretary |
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DUKE REALTY LIMITED PARTNERSHIP | ||
By: Duke Realty Corporation, its general partner | ||
By: | /s/ Ann C. Dee | |
Ann C. Dee Executive Vice President, General Counsel and Corporate Secretary |
Dated: October 25, 2018
Exhibit 3.1
FIFTH AMENDMENT TO
FIFTH AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP
OF DUKE REALTY LIMITED PARTNERSHIP
October 24, 2018
THIS FIFTH AMENDMENT (this Amendment) to the FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of DUKE REALTY LIMITED PARTNERSHIP is made and entered into effective as of October 24, 2018.
W I T N E S S E T H:
WHEREAS, Duke Realty Limited Partnership (the Partnership), an Indiana limited partnership, exists pursuant to that certain Fifth Amended and Restated Agreement of Limited Partnership dated as of May 5, 2014, as amended (the Partnership Agreement), and the Indiana Revised Uniform Limited Partnership Act;
WHEREAS, Duke Realty Corporation, an Indiana corporation, is the sole general partner of the Partnership (the Company);
WHEREAS, the Partnership desires to amend the Partnership Agreement to conform with the centralized partnership audit rules enacted by the Bipartisan Budget Act of 2015 (Pub. L. No. 114-74, § 1101), as amended, that generally apply to audits of partnership taxable years beginning on or after January 1, 2018.
NOW, THEREFORE, the General Partner, with Special Partner Approval, hereby amends the Partnership Agreement as follows:
SECTION 1. DEFINED TERMS
Capitalized terms used but not defined herein shall have the definitions assigned to such terms in the Partnership Agreement. If the same term is defined both herein and in the Partnership Agreement, the definition herein shall supersede and replace in its entirety the definition set forth in the Partnership Agreement for all purposes. The following defined terms used in this Amendment shall have the meanings specified below:
Partnership Representative has the meaning set forth in Section 5.07(b).
SECTION 2. SECTION 5.07 AMENDMENT.
Section 5.07 of the Partnership Agreement shall be replaced with the following new Section 5.07:
Section 5.07. Tax Matters Partner and Partnership Representative; Tax Elections; Tax Returns .
(a) For taxable years of the Partnership beginning before January 1, 2018, the General Partner shall be the tax matters partner of the Partnership within the meaning of Section 6231(a)(7) of the Code (as in effect prior to the Bipartisan Budget Act of 2015 (P.L. 114-74)) and all comparable provisions of state, local or non-U.S. law (the Tax Matters Partner). The Tax Matters Partner shall have the right and obligation to take all actions authorized and required, respectively, by the Code and Regulations for the tax matters partner.
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The taking of any action and the incurring of any expense by the Tax Matters Partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Tax Matters Partner, and the provisions relating to indemnification of the General Partner set forth in Section 3.10 of this Agreement shall be fully applicable to the Tax Matters Partner in its capacity as such.
(b) For each taxable year of the Partnership beginning on or after January 1, 2018, the General Partner shall designate itself or another Person to serve as the partnership representative of the Partnership within the meaning of Section 6223 of the Code (as amended by the Bipartisan Budget Act of 2015 (P.L. 114-74)) (the Partnership Representative) in accordance with Treasury Regulations section 301.6223-1 and/or any other applicable IRS guidance. If the Person designated by the General Partner to serve as the Partnership Representative is not an individual, the General Partner shall also appoint an individual (the Designated Individual) through whom the Partnership Representative acts in accordance with Treasury Regulations section 301.6223-1 and/or any other applicable IRS guidance. The General Partner shall also designate a new Partnership Representative if the Partnership Representative resigns or appoint a new Designated Individual if the Designated Individual resigns. The General Partner is authorized to revoke and replace from time to time the Partnership Representative and/or the Designated Individual in accordance with Treasury Regulations section 301.6223-1 and/or any other applicable IRS guidance. The General Partner shall make all designations and appointments under similar or analogous state, local or non-U.S. laws.
(c) The Partnership Representative shall have the right and obligation to take all actions authorized and required, respectively, by the Code and Regulations for the partnership representative.
The taking of any action and the incurring of any expense by the Partnership Representative in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Partnership Representative, and the provisions relating to indemnification of the General Partner set forth in Section 3.10 of this Agreement shall be fully applicable to the Partnership Representative and its Designated Individual, if any, acting as such.
(d) Neither the Tax Matters Partner nor the Partnership Representative (nor its Designated Individual, if any) shall receive compensation for its services as such. All third-party costs and expenses incurred by the Tax Matters Partner, the Partnership Representative or the Designated Individual in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm or legal counsel to assist the Tax Matters Partner, Partnership Representative or Designated Individual in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.
(e) The General Partner has the authority to make or not to make any election permitted to be made by the Partnership under the Code. Without limiting the generality of the foregoing, the General Partner is authorized to make an election on behalf of the Partnership under Section 754 of the Code. The General Partner shall have the right to seek to revoke any such election (including, without limitation, the election under Section 754 of the Code) upon the General Partners determination in its sole and absolute discretion that such revocation is in the best interests of the Partners.
(f) Each Partner agrees that such Partner shall not treat any Partnership-related item inconsistently on such Partners federal, state, local or non-U.S. tax return with the treatment of the item on the Partnerships return. Any deficiency for taxes imposed on any Partner (including penalties, additions to tax or interest imposed with respect to such taxes and any tax deficiency imposed pursuant to Code Section 6226, as amended) will be paid by such Partner and if required to be paid (and actually paid) by the Partnership, will be recoverable from such Partner. To the extent that the Partnership Representative does not make an election under Code Section 6221(b) or Code Section 6226 (each as amended), the Partnership shall use commercially reasonable efforts to (i) make any modifications available under Code Section 6225(c)(3), (4) and (5), as amended, and (ii) if requested by a Partner, provide to such Partner information allowing such Partner to file an amended federal income tax return, as described in Code Section 6225(c)(2), as amended, to the extent such amended return and payment of any related federal income taxes would reduce any taxes payable by Partnership. Each Limited Partner shall, including any time after such Limited Partner withdraws from or otherwise ceases to be a Limited Partner, take all actions requested by the General Partner, including timely provision of requested information and consents in connection with implementing any elections or decisions made by the Partnership Representative (or Person acting in a similar capacity under similar or analogous state, local or non-U.S. law) related to any tax audit or examination of the Partnership (including to implement any modifications to any imputed underpayment or similar amount under Code Section 6225(c), any elections under Code Sections 6221 or 6226 and any administrative adjustment request under Code Section 6227). Notwithstanding anything to the contrary in this Agreement, any information, representations, certificates, forms, or documentation provided pursuant to this Section 5.07 may be disclosed to any applicable taxing authority. Each Partner agrees to be bound by the provisions of this Section 5.07 at all times, including any time after such Partner ceases to be a Partner solely with respect to matters directly related to such partners interest in the Partnership, and the provisions of Section 5.07 shall survive the winding up, liquidation and dissolution of the Partnership.
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(g) The General Partner shall arrange for the preparation and timely filing of all returns of Partnership-related items and other items required of the Partnership for federal and state income tax purposes.
SECTION 3. SECTION 5.08 AMENDMENTS.
Section 5.08 of the Partnership Agreement shall be replaced with the following new Section 5.08.
Section 5.08. Tax Matters Partner and Partnership Representative Not Liable . Neither the Tax Matters Partner nor the Partnership Representative (nor its Designated Individual, if any) shall be liable to any Partner or the Partnership on account of any action taken or not taken by it so long as it shall act in good faith in such capacity. Without limiting the generality thereof, the Tax Matters Partner or the Partnership Representative (and its Designated Individual, if any), as the case may be, shall be deemed to have acted in good faith in taking any action which benefits Partners holding at least ninety percent (90%) of the Units.
SECTION 4. CONFORMING AMENDMENTS.
(a) Section 4.06(g) is amended by striking Tax Matters Partner and inserting General Partner.
(b) Section 4.08 is amended by striking Tax Matters Partner and inserting General Partner in subsections (a) and (b) thereof.
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SIGNATURE PAGE TO FIFTH AMENDMENT TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DUKE REALTY LIMITED PARTNERSHIP
By: DUKE REALTY CORPORATION, an Indiana Corporation, its sole general partner | ||
By: | /s/ Ann C. Dee | |
Name | Ann C. Dee | |
Title: | Executive Vice President, General Counsel and Corporate Secretary |
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Exhibit 99.1
News Release
FOR IMMEDIATE RELEASE
DUKE REALTY REPORTS THIRD QUARTER 2018 RESULTS
7.5 Percent Increase to Quarterly Dividend
$141 Million of Development Starts
27.9 Percent Growth in Rents on Leasing Activity
Earnings Guidance Increased
(INDIANAPOLIS, October 24, 2018) Duke Realty Corporation (NYSE: DRE), the largest domestic only, logistics REIT today reported results for the third quarter 2018.
Jim Connor, Chairman and Chief Executive Officer said, We have completed a strong quarter of earnings growth, as our leasing results throughout the year have driven an increase to Core FFO per share of 6.1 percent compared to the second quarter of 2018 and 16.7 percent compared to the third quarter of 2017. We are also pleased to announce an increase to our quarterly dividend from $0.20 per share to $0.215 per share. This 7.5 percent increase to our quarterly dividend is based on our expectations of continued earnings growth allowing us to continue coverage of our ongoing dividends in the range of 65 to 75 percent of AFFO.
Operational performance was also outstanding, as we generated growth in same-property net operating income of 6.3 percent for the quarter over the third quarter of 2017, which was the result of both continued rental rate growth and increased occupancy. New and renewal leases executed during the quarter will result in rent growth of 11.2 percent on a cash basis and 27.9 percent growth in annualized net effective rents.
Mark Denien, Executive Vice President and Chief Financial Officer, stated, We utilized a portion of the proceeds from the $450 million unsecured note issuance that we executed in September to repay two secured loans totaling $224 million. These transactions resulted in a reduction to our cost of borrowing and effectively eliminated secured debt as a meaningful component of our financing structure. Additionally, we do not have any significant debt maturities until 2021.
Duke Realty Reports Third Quarter 2018 Results
October 24, 2018
Page 2 of 8
We finished the quarter with $133 million of available cash, $128 million of cash held in escrow for future 1031 exchanges and $277 million of interest bearing notes receivable that will mature at various times through January 2020. These sources of liquidity will fund near term growth in our development pipeline.
Quarterly Highlights
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A complete reconciliation, in dollars and per share amounts, of net income to funds from operations (FFO), as defined by NAREIT, as well as to Core FFO, is included in the financial tables included in this release. |
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Net income was $0.15 per diluted share for the third quarter of 2018, compared to $0.46 per diluted share for the third quarter of 2017. The decrease to net income per diluted share was due to significant gains recognized from the sale of medical office and suburban office properties during the third quarter of 2017. |
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FFO, as defined by NAREIT, was $0.36 per diluted share for the third quarter of 2018, compared to $0.26 per diluted share for the third quarter of 2017. FFO per diluted share, as defined by NAREIT, increased due to increased investments in new industrial properties, overall improved operations and the recognition of $17 million of losses on debt extinguishment during the third quarter of 2017. |
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Core FFO was $0.35 per diluted share for the third quarter of 2018, compared to $0.30 per diluted share for the third quarter of 2017. With the exception of the losses on debt extinguishment during the third quarter of 2017, the increase in Core FFO per diluted share was driven by the same factors as the increase in FFO per diluted share, as defined by NAREIT. |
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Operating performance within the companys industrial portfolio included: |
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Total stabilized occupancy at September 30, 2018 of 97.9 percent compared to 98.2 percent at June 30, 2018 and 98.0 percent at September 30, 2017 |
Duke Realty Reports Third Quarter 2018 Results
October 24, 2018
Page 3 of 8
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Total in-service occupancy at September 30, 2018 of 96.8 percent compared to 97.4 percent at June 30, 2018 and 95.7 percent at September 30, 2017 |
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Total occupancy, including properties under development, of 93.7 percent at September 30, 2018 compared to 94.0 percent at June 30, 2018 and 93.2 percent at September 30, 2017 |
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Tenant retention of 82.7 percent |
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Same-property net operating income growth of 6.3 percent and 4.6 percent for the three and nine-month periods ended September 30, 2018 compared to the same periods in 2017 |
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Total leasing activity of 5.2 million square feet for the quarter |
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Overall cash and annualized net effective rent growth on new and renewal leases of 11.2 percent and 27.9 percent, respectively, for the quarter |
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Successful execution of capital transactions in the third quarter included: |
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Issued $450 million of unsecured notes, maturing in September 2028, at an effective rate of 4.1 percent |
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Repaid two secured loans, totaling $224 million, that bore interest at an average effective rate of 7.6 percent |
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Issued 990,400 common shares under our ATM program, at an average issuance price of $29.24 per share, for total net proceeds of $28 million |
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Started six new development projects with expected costs of $141 million |
Real Estate Investment Activity
Mr. Connor further stated, We started $141 million of developments during the quarter, totaling 2.0 million square feet, which were 51 percent pre-leased. Our development pipeline at September 30, 2018 was 52 percent leased and consisted of 25 properties totaling 10.6 million square feet, with expected costs of $854 million. A significant portion of the unleased space in these new development properties is located in Tier One markets where we expect future lease up efforts to result in significant ongoing net operating income and rent growth potential outside of our same property population.
Duke Realty Reports Third Quarter 2018 Results
October 24, 2018
Page 4 of 8
Development
The third quarter included the following development activity:
Consolidated Properties
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During the quarter, the company started $108 million of consolidated development projects totaling 1.4 million square feet, which were 75 percent pre-leased in total. These development projects included a 340,000 square foot development in Southern California that was started on a speculative basis and then fully leased; a 618,000 square foot build-to-suit development in Cincinnati; and a 338,000 square foot speculative development in Houston. |
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Six projects totaling 3.4 million square feet, which were 69 percent leased in total, were placed in service during the quarter. |
Unconsolidated Joint Venture Properties
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During the quarter, a 50 percent-owned joint venture started two speculative developments in Indianapolis totaling 645,000 square feet. |
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A 400,000 square foot logistics project in Indianapolis, which was 100 percent leased, was placed in service during the quarter by a 50 percent-owned joint venture. |
Building Dispositions
Building dispositions totaled $9 million in the third quarter, with the only building sale being a property in Indianapolis, IN, totaling 284,000 square feet, which was sold from a 50 percent-owned joint venture.
Distributions Declared
The companys board of directors declared a quarterly cash distribution on its common stock of $0.215 per share, or $0.86 per share on an annualized basis. The third quarter dividend will be payable on November 30, 2018 to shareholders of record on November 15, 2018.
Revisions to 2018 Guidance
A reconciliation of the companys guidance for diluted net income per common share to FFO, as defined by NAREIT, and to Core FFO, is included in the financial tables to this release. The company revised its guidance for net income to a range of $1.02 to $1.10 per diluted share from its previous guidance of $0.97 to $1.12 per diluted share. The company revised its guidance for FFO, as defined by NAREIT, to a range of $1.33 to $1.39 per diluted share from its previous guidance of $1.29 to $1.37.
Duke Realty Reports Third Quarter 2018 Results
October 24, 2018
Page 5 of 8
Commenting on the revision to the companys 2018 guidance, Mr. Connor stated, As we near the end of 2018 and our leasing and rental growth results have continued to come in at the higher end of our estimates, we have increased and narrowed our guidance for Core FFO to a range of $1.31 to $1.35 per diluted share from the previous range of $1.29 to $1.35 per diluted share. For these same reasons, we have also increased our guidance for growth in same-property net operating income to a range of 4.2 percent to 4.8 percent from the previous range of 3.5 percent to 4.5 percent.
A summary of further guidance changes is as follows:
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The guidance for growth in AFFO, on a share adjusted basis, was narrowed to a range of 5.5 percent to 9.1 percent from the previous range of 4.5 percent to 10.0 percent. |
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The estimate for building dispositions was increased to a range of $500 million to $600 million from the previous range of $470 million to $600 million. |
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The estimate for building acquisitions was narrowed to a range of $200 million to $300 million from the previous range of $100 million to $400 million. |
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The estimate for earnings from service operations was increased to a range of $5 million to $7 million from the previous range of $2 million to $5 million. |
An updated version of the companys 2018 guidance will be available by 6:00 p.m. Eastern Time today through the Investor Relations section of the companys website.
FFO and AFFO Reporting Definitions
FFO: FFO is computed in accordance with standards established by NAREIT. NAREIT defines FFO as net income (loss) excluding gains (losses) on sales of depreciable property, impairment charges related to depreciable real estate assets; plus real estate related depreciation and amortization, and after similar adjustments for unconsolidated joint ventures. The company believes FFO to be most directly comparable to net income as defined by generally accepted accounting principles (GAAP). The company believes that FFO should be examined in conjunction with net income (as defined by GAAP) as presented in the financial statements accompanying this release. FFO does not represent a measure of liquidity, nor is it indicative of funds available for the companys cash needs, including the companys ability to make cash distributions to shareholders.
Duke Realty Reports Third Quarter 2018 Results
October 24, 2018
Page 6 of 8
Core FFO: Core FFO is computed as FFO adjusted for certain items that are generally non-cash in nature and that materially distort the comparative measurement of company performance over time. The adjustments include gains on sale of undeveloped land, impairment charges not related to depreciable real estate assets, tax expenses or benefits related to (i) changes in deferred tax asset valuation allowances, (ii) changes in tax exposure accruals that were established as the result of the adoption of new accounting principles, or (iii) taxable income (loss) related to other items excluded from FFO or Core FFO (collectively referred to as other income tax items), gains (losses) on debt transactions, gains (losses) on and related costs of acquisitions, gains on sale of merchant buildings, gains (losses) from involuntary conversion related to weather events or natural disasters, promote income and severance charges related to major overhead restructuring activities. Although the companys calculation of Core FFO differs from NAREITs definition of FFO and may not be comparable to that of other REITs and real estate companies, the company believes it provides a meaningful supplemental measure of its operating performance.
AFFO: AFFO is a supplemental performance measure defined by the company as Core FFO (as defined above), less recurring building improvements and total second generation capital expenditures (the leasing of vacant space that had previously been under lease by the company is referred to as second generation lease activity) related to leases commencing during the reporting period and adjusted for certain non-cash items including straight line rental income and expense, non-cash components of interest expense and stock compensation expense, and after similar adjustments for unconsolidated partnerships and joint ventures.
Same-Property Performance
The company includes same-property net operating income growth as a property-level supplemental measure of performance. The company utilizes same-property net operating income growth as a supplemental measure to evaluate property-level performance, and jointly-controlled properties are included at the companys ownership percentage.
Duke Realty Reports Third Quarter 2018 Results
October 24, 2018
Page 7 of 8
A reconciliation of net income from continuing operations to same property net operating income is included in the financial tables to this release. A description of the properties that are excluded from the companys same-property net operating income measure is included on page 17 of its September 30, 2018 supplemental information.
About Duke Realty Corporation
Duke Realty Corporation owns and operates approximately 152 million rentable square feet of industrial assets in 20 major logistics markets. Duke Realty Corporation is publicly traded on the NYSE under the symbol DRE and is listed on the S&P 500 Index. More information about Duke Realty Corporation is available at www.dukerealty.com.
Third Quarter Earnings Call and Supplemental Information
Duke Realty Corporation is hosting a conference call tomorrow, October 25, 2018, at 3:00 p.m. ET to discuss its third quarter operating results. All investors and other interested parties are invited to listen to the call. Access is available through the Investor Relations section of the companys website.
A copy of the companys supplemental information will be available by 6:00 p.m. ET today through the Investor Relations section of the companys website.
Cautionary Notice Regarding Forward-Looking Statements
This news release may contain forward-looking statements within the meaning of the federal securities laws. All statements, other than statements of historical facts, including, among others, statements regarding the companys future financial position or results, future dividends, and future performance, are forward-looking statements. Those statements include statements regarding the intent, belief, or current expectations of the company, members of its management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as may, will, seeks, anticipates, believes, estimates, expects, plans, intends, should, or similar expressions. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that actual results may differ materially from those contemplated by such forward-looking statements. Many of these factors are beyond the companys abilities to control or predict. Such factors include, but are not limited to, (i) general adverse economic and local real estate conditions; (ii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business; (iii) financing risks, such as the inability to obtain equity, debt or other sources of financing or refinancing on favorable terms, if at all; (iv) the companys ability to raise capital by selling its assets; (v) changes in governmental laws and regulations; (vi) the level and volatility of interest rates and foreign currency exchange rates; (vii) valuation of joint venture investments; (viii) valuation of marketable securities and other investments; (ix) valuation of real estate; (x) increases in operating costs; (xi) changes in the dividend policy for the companys common stock; (xii) the reduction in the companys income in the event of multiple lease terminations by tenants; (xiii) impairment charges, (xiv) the effects of geopolitical instability and risks such as terrorist attacks; (xv) the effects of weather and natural disasters such as floods, droughts, wind, tornadoes and hurricanes; and (xvi) the effect of any damage to our reputation resulting from developments relating to any of items (i) (xv). Additional information concerning factors that could cause actual results to differ materially from those forward-looking statements is contained from time to time in the companys filings with the Securities and Exchange Commission. The company refers you to the section entitled Risk Factors contained in the companys Annual Report on Form 10-K for the year ended December 31, 2017. Copies of each filing may be obtained from the company or the Securities and Exchange Commission.
Duke Realty Reports Third Quarter 2018 Results
October 24, 2018
Page 8 of 8
The risks included here are not exhaustive and undue reliance should not be placed on any forward-looking statements, which are based on current expectations. All written and oral forward-looking statements attributable to the company, its management, or persons acting on their behalf are qualified in their entirety by these cautionary statements. Further, forward-looking statements speak only as of the date they are made, and the company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time unless otherwise required by law.
Contact Information:
Investors:
Ron Hubbard
317.808.6060
Media:
Helen McCarthy
317.708.8010
Duke Realty Corporation and Subsidiaries
Consolidated Statement of Operations
(Unaudited and in thousands, except per share amounts)
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
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2018 | 2017 | 2018 | 2017 | |||||||||||||
Revenues: |
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Rental and related revenue |
$ | 196,912 | $ | 169,611 | $ | 582,461 | $ | 507,123 | ||||||||
General contractor and service fee revenue |
34,986 | 25,217 | 94,552 | 58,192 | ||||||||||||
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231,898 | 194,828 | 677,013 | 565,315 | |||||||||||||
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Expenses: |
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Rental expenses |
17,704 | 16,224 | 54,869 | 46,967 | ||||||||||||
Real estate taxes |
31,515 | 28,157 | 93,857 | 81,569 | ||||||||||||
General contractor and other services expenses |
33,730 | 24,079 | 89,392 | 54,077 | ||||||||||||
Depreciation and amortization |
78,855 | 67,992 | 232,216 | 197,028 | ||||||||||||
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161,804 | 136,452 | 470,334 | 379,641 | |||||||||||||
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Other operating activities: |
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Equity in earnings of unconsolidated joint ventures |
5,552 | 1,841 | 15,521 | 58,523 | ||||||||||||
Promote income |
| | | 20,007 | ||||||||||||
Gain on sale of properties |
(107 | ) | 21,952 | 194,741 | 93,339 | |||||||||||
Gain on land sales |
3,915 | 5,665 | 7,221 | 8,449 | ||||||||||||
Other operating expenses |
(668 | ) | (770 | ) | (2,591 | ) | (2,226 | ) | ||||||||
Impairment charges |
| (3,622 | ) | | (4,481 | ) | ||||||||||
General and administrative expenses |
(8,959 | ) | (10,075 | ) | (43,441 | ) | (41,165 | ) | ||||||||
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(267 | ) | 14,991 | 171,451 | 132,446 | ||||||||||||
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Operating income |
69,827 | 73,367 | 378,130 | 318,120 | ||||||||||||
Other income (expenses): |
||||||||||||||||
Interest and other income, net |
4,129 | 6,404 | 13,319 | 9,197 | ||||||||||||
Interest expense |
(21,462 | ) | (20,835 | ) | (62,137 | ) | (65,401 | ) | ||||||||
Loss on debt extinguishment |
(89 | ) | (16,568 | ) | (240 | ) | (26,104 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Income from continuing operations, before income taxes |
52,405 | 42,368 | 329,072 | 235,812 | ||||||||||||
Income tax benefit (expense) |
897 | (359 | ) | (9,495 | ) | (7,918 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Income from continuing operations |
53,302 | 42,009 | 319,577 | 227,894 | ||||||||||||
Discontinued operations: |
||||||||||||||||
Income before gain on sales and income taxes |
85 | 2,563 | 108 | 17,747 | ||||||||||||
Gain on sale of depreciable properties |
136 | 120,179 | 3,157 | 1,229,270 | ||||||||||||
Income tax benefit (expense) |
| 876 | | (10,736 | ) | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income from discontinued operations |
221 | 123,618 | 3,265 | 1,236,281 | ||||||||||||
Net income |
53,523 | 165,627 | 322,842 | 1,464,175 | ||||||||||||
Net income attributable to noncontrolling interests |
(498 | ) | (358 | ) | (3,009 | ) | (18,163 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income attributable to common shareholders |
$ | 53,025 | $ | 165,269 | $ | 319,833 | $ | 1,446,012 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic net income per common share: |
||||||||||||||||
Continuing operations attributable to common shareholders |
$ | 0.15 | $ | 0.12 | $ | 0.88 | $ | 0.63 | ||||||||
Discontinued operations attributable to common shareholders |
| 0.34 | 0.01 | 3.43 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 0.15 | $ | 0.46 | $ | 0.89 | $ | 4.06 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Diluted net income per common share: |
||||||||||||||||
Continuing operations attributable to common shareholders |
$ | 0.15 | $ | 0.12 | $ | 0.88 | $ | 0.63 | ||||||||
Discontinued operations attributable to common shareholders |
| 0.34 | 0.01 | 3.40 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 0.15 | $ | 0.46 | $ | 0.89 | $ | 4.03 | ||||||||
|
|
|
|
|
|
|
|
Duke Realty Corporation and Subsidiaries
Consolidated Balance Sheets
(Unaudited and in thousands)
September 30,
2018 |
December 31,
2017 |
|||||||
Assets |
||||||||
Real estate investments: |
||||||||
Real estate assets |
$ | 6,943,629 | $ | 6,593,567 | ||||
Construction in progress |
515,324 | 401,407 | ||||||
Investments in and advances to unconsolidated joint ventures |
107,811 | 126,487 | ||||||
Undeveloped land |
314,075 | 226,987 | ||||||
|
|
|
|
|||||
7,880,839 | 7,348,448 | |||||||
Accumulated depreciation |
(1,294,370 | ) | (1,193,905 | ) | ||||
|
|
|
|
|||||
Net real estate investments |
6,586,469 | 6,154,543 | ||||||
Real estate investments and other assets held-for-sale |
53,653 | 17,550 | ||||||
Cash and cash equivalents |
133,405 | 67,562 | ||||||
Accounts receivable, net |
19,494 | 19,427 | ||||||
Straight-line rents receivable, net |
102,480 | 93,005 | ||||||
Receivables on construction contracts, including retentions |
33,699 | 13,480 | ||||||
Deferred leasing and other costs, net |
305,143 | 292,682 | ||||||
Restricted cash held in escrow for like-kind exchange |
127,597 | 116,405 | ||||||
Notes receivable from property sales |
276,744 | 426,657 | ||||||
Other escrow deposits and other assets |
186,126 | 186,885 | ||||||
|
|
|
|
|||||
$ | 7,824,810 | $ | 7,388,196 | |||||
|
|
|
|
|||||
Liabilities and Equity |
||||||||
Indebtedness: |
||||||||
Secured debt, net of deferred financing costs |
$ | 80,716 | $ | 311,349 | ||||
Unsecured debt, net of deferred financing costs |
2,553,460 | 2,111,542 | ||||||
|
|
|
|
|||||
2,634,176 | 2,422,891 | |||||||
Liabilities related to real estate investments held-for-sale |
606 | 1,163 | ||||||
Construction payables and amounts due subcontractors, including retentions |
100,323 | 54,545 | ||||||
Accrued real estate taxes |
89,671 | 67,374 | ||||||
Accrued interest |
27,463 | 17,911 | ||||||
Other liabilities |
208,874 | 210,825 | ||||||
Tenant security deposits and prepaid rents |
38,773 | 39,109 | ||||||
|
|
|
|
|||||
Total liabilities |
3,099,886 | 2,813,818 | ||||||
|
|
|
|
|||||
Shareholders equity: |
||||||||
Common shares |
3,583 | 3,564 | ||||||
Additional paid-in-capital |
5,240,495 | 5,205,316 | ||||||
Distributions in excess of net income |
(571,617 | ) | (676,036 | ) | ||||
|
|
|
|
|||||
Total shareholders equity |
4,672,461 | 4,532,844 | ||||||
Noncontrolling interests |
52,463 | 41,534 | ||||||
|
|
|
|
|||||
Total equity |
4,724,924 | 4,574,378 | ||||||
|
|
|
|
|||||
$ | 7,824,810 | $ | 7,388,196 | |||||
|
|
|
|
Duke Realty Corporation and Subsidiaries
Summary of EPS, FFO and AFFO
Three Months Ended September 30,
(Unaudited and in thousands, except per share amounts)
2018 | 2017 | |||||||||||||||||||||||
Amount |
Wtd.
Avg. Shares |
Per
Share |
Amount |
Wtd.
Avg. Shares |
Per
Share |
|||||||||||||||||||
Net income attributable to common shareholders |
$ | 53,025 | $ | 165,269 | ||||||||||||||||||||
Less dividends on participating securities |
(394 | ) | (444 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income per common share-basic |
52,631 | 357,898 | $ | 0.15 | 164,825 | 355,905 | $ | 0.46 | ||||||||||||||||
Add back: |
||||||||||||||||||||||||
Noncontrolling interest in earnings of unitholders |
495 | 3,302 | 1,535 | 3,301 | ||||||||||||||||||||
Other potentially dilutive securities |
| 210 | 444 | 2,896 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income attributable to common shareholders-diluted |
$ | 53,126 | 361,410 | $ | 0.15 | 166,804 | 362,102 | $ | 0.46 | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Reconciliation to FFO |
||||||||||||||||||||||||
Net income attributable to common shareholders |
$ | 53,025 | 357,898 | $ | 165,269 | 355,905 | ||||||||||||||||||
Adjustments: |
||||||||||||||||||||||||
Depreciation and amortization |
78,855 | 68,029 | ||||||||||||||||||||||
Company share of joint venture depreciation, amortization and other |
2,367 | 2,171 | ||||||||||||||||||||||
Gains on depreciable property sales - discontinued operations |
(136 | ) | (121,348 | ) | ||||||||||||||||||||
Gains on depreciable property sales - continuing operations |
107 | (21,952 | ) | |||||||||||||||||||||
Income tax benefit triggered by depreciable property sales |
(897 | ) | (516 | ) | ||||||||||||||||||||
Gains on depreciable property sales - unconsolidated joint ventures |
(2,008 | ) | 37 | |||||||||||||||||||||
Noncontrolling interest share of adjustments |
(718 | ) | 677 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
NAREIT FFO attributable to common shareholders - basic |
130,595 | 357,898 | $ | 0.36 | 92,367 | 355,905 | $ | 0.26 | ||||||||||||||||
Noncontrolling interest in income of unitholders |
495 | 3,302 | 1,535 | 3,301 | ||||||||||||||||||||
Noncontrolling interest share of adjustments |
718 | (677 | ) | |||||||||||||||||||||
Other potentially dilutive securities |
2,117 | 2,896 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
NAREIT FFO attributable to common shareholders - diluted |
$ | 131,808 | 363,317 | $ | 0.36 | $ | 93,225 | 362,102 | $ | 0.26 | ||||||||||||||
Gains on land sales |
(3,915 | ) | (5,665 | ) | ||||||||||||||||||||
Gains on involuntary conversion - unconsolidated joint venture |
(1,397 | ) | | |||||||||||||||||||||
Loss on debt extinguishment |
89 | 16,568 | ||||||||||||||||||||||
Land impairment charges |
| 3,622 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Core FFO attributable to common shareholders - diluted |
$ | 126,585 | 363,317 | $ | 0.35 | $ | 107,750 | 362,102 | $ | 0.30 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
AFFO |
||||||||||||||||||||||||
Core FFO - diluted |
$ | 126,585 | 363,317 | $ | 0.35 | $ | 107,750 | 362,102 | $ | 0.30 | ||||||||||||||
Adjustments: |
||||||||||||||||||||||||
Straight-line rental income and expense |
(6,445 | ) | (4,292 | ) | ||||||||||||||||||||
Amortization of above/below market rents and concessions |
(593 | ) | 1,232 | |||||||||||||||||||||
Stock based compensation expense |
2,208 | 1,943 | ||||||||||||||||||||||
Noncash interest expense |
1,443 | 1,244 | ||||||||||||||||||||||
Second generation concessions |
| (19 | ) | |||||||||||||||||||||
Second generation tenant improvements |
(4,043 | ) | (3,700 | ) | ||||||||||||||||||||
Second generation leasing costs |
(4,440 | ) | (4,983 | ) | ||||||||||||||||||||
Building improvements |
(1,417 | ) | (5,184 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
AFFO - diluted |
$ | 113,298 | 363,317 | $ | 93,991 | 362,102 | ||||||||||||||||||
|
|
|
|
|
|
|
|
Duke Realty Corporation and Subsidiaries
Summary of EPS, FFO and AFFO
Nine Months Ended September 30,
(Unaudited and in thousands, except per share amounts)
2018 | 2017 | |||||||||||||||||||||||
Amount |
Wtd.
Avg. Shares |
Per
Share |
Amount |
Wtd.
Avg. Shares |
Per
Share |
|||||||||||||||||||
Net income attributable to common shareholders |
$ | 319,833 | $ | 1,446,012 | ||||||||||||||||||||
Less dividends on participating securities |
(1,249 | ) | (1,527 | ) | ||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Net income per common share-basic |
318,584 | 357,235 | $ | 0.89 | 1,444,485 | 355,614 | $ | 4.06 | ||||||||||||||||
Add back: |
||||||||||||||||||||||||
Noncontrolling interest in earnings of unitholders |
3,002 | 3,350 | 13,427 | 3,307 | ||||||||||||||||||||
Other potentially dilutive securities |
1,249 | 2,160 | 1,527 | 3,026 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income attributable to common shareholders-diluted |
$ | 322,835 | 362,745 | $ | 0.89 | $ | 1,459,439 | 361,947 | $ | 4.03 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Reconciliation to FFO |
||||||||||||||||||||||||
Net income attributable to common shareholders |
$ | 319,833 | 357,235 | $ | 1,446,012 | 355,614 | ||||||||||||||||||
Adjustments: |
||||||||||||||||||||||||
Depreciation and amortization |
232,216 | 222,914 | ||||||||||||||||||||||
Company share of joint venture depreciation, amortization and other |
6,647 | 7,266 | ||||||||||||||||||||||
Impairment charges - depreciable property |
| 859 | ||||||||||||||||||||||
Gains on depreciable property sales - discontinued operations |
(3,157 | ) | (1,224,422 | ) | ||||||||||||||||||||
Gains on depreciable property sales - continuing operations |
(194,741 | ) | (93,339 | ) | ||||||||||||||||||||
Income tax expense triggered by depreciable property sales |
9,495 | 19,142 | ||||||||||||||||||||||
Gains on depreciable property sales - unconsolidated joint ventures |
(8,186 | ) | (50,694 | ) | ||||||||||||||||||||
Noncontrolling interest share of adjustments |
(395 | ) | 10,307 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
NAREIT FFO attributable to common shareholders - basic |
361,712 | 357,235 | $ | 1.01 | 338,045 | 355,614 | $ | 0.95 | ||||||||||||||||
Noncontrolling interest in income of unitholders |
3,002 | 3,350 | 13,427 | 3,307 | ||||||||||||||||||||
Noncontrolling interest share of adjustments |
395 | (10,307 | ) | |||||||||||||||||||||
Other potentially dilutive securities |
2,160 | 3,026 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
NAREIT FFO attributable to common shareholders - diluted |
$ | 365,109 | 362,745 | $ | 1.01 | $ | 341,165 | 361,947 | $ | 0.94 | ||||||||||||||
Gains on land sales |
(7,221 | ) | (8,449 | ) | ||||||||||||||||||||
Gains on involuntary conversion - unconsolidated joint venture |
(1,397 | ) | | |||||||||||||||||||||
Loss on debt extinguishment |
240 | 26,104 | ||||||||||||||||||||||
Gain on non-depreciable property sale - unconsolidated joint ventures |
| (119 | ) | |||||||||||||||||||||
Land impairment charges |
| 3,622 | ||||||||||||||||||||||
Promote income |
| (20,007 | ) | |||||||||||||||||||||
Other income tax items |
| (2,619 | ) | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Core FFO attributable to common shareholders - diluted |
$ | 356,731 | 362,745 | $ | 0.98 | $ | 339,697 | 361,947 | $ | 0.94 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
AFFO |
||||||||||||||||||||||||
Core FFO - diluted |
$ | 356,731 | 362,745 | $ | 0.98 | $ | 339,697 | 361,947 | $ | 0.94 | ||||||||||||||
Adjustments: |
||||||||||||||||||||||||
Straight-line rental income and expense |
(17,759 | ) | (12,336 | ) | ||||||||||||||||||||
Amortization of above/below market rents and concessions |
(1,598 | ) | 1,895 | |||||||||||||||||||||
Stock based compensation expense |
18,238 | 16,023 | ||||||||||||||||||||||
Noncash interest expense |
4,244 | 4,448 | ||||||||||||||||||||||
Second generation concessions |
(135 | ) | (94 | ) | ||||||||||||||||||||
Second generation tenant improvements |
(12,194 | ) | (11,197 | ) | ||||||||||||||||||||
Second generation leasing commissions |
(16,232 | ) | (15,260 | ) | ||||||||||||||||||||
Building improvements |
(3,165 | ) | (8,115 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
AFFO - diluted |
$ | 328,130 | 362,745 | $ | 315,061 | 361,947 | ||||||||||||||||||
|
|
|
|
|
|
|
|
Duke Realty Corporation and Subsidiaries
Reconciliation of Same Property Net Operating Income Growth
(Unaudited and in thousands)
Three Months Ended | ||||||||
September 30,
2018 |
September 30,
2017 |
|||||||
Income from continuing operations before income taxes |
$ | 52,405 | $ | 42,368 | ||||
Share of same property NOI from unconsolidated joint ventures |
4,063 | 4,049 | ||||||
Income and expense items not allocated to segments |
98,202 | 85,605 | ||||||
Earnings from service operations |
(1,256 | ) | (1,138 | ) | ||||
Properties not included and other adjustments |
(35,163 | ) | (19,623 | ) | ||||
|
|
|
|
|||||
Same property NOI |
$ | 118,251 | $ | 111,261 | ||||
Percent Change |
6.3 | % | ||||||
Nine Months Ended | ||||||||
September 30,
2018 |
September 30,
2017 |
|||||||
Income from continuing operations before income taxes |
$ | 329,072 | $ | 235,812 | ||||
Share of same property NOI from unconsolidated joint ventures |
12,016 | 11,990 | ||||||
Income and expense items not allocated to segments |
113,710 | 150,064 | ||||||
Earnings from service operations |
(5,160 | ) | (4,115 | ) | ||||
Properties not included and other adjustments |
(100,489 | ) | (59,805 | ) | ||||
|
|
|
|
|||||
Same property NOI |
$ | 349,149 | $ | 333,946 | ||||
Percent Change |
4.6 | % | ||||||
Duke Realty Corporation and Subsidiaries |
|
|||||||
Reconciliation of 2018 FFO Guidance |
|
|||||||
(Unaudited ) |
|
|||||||
Pessimistic | Optimistic | |||||||
Net income attributable to common shareholders - diluted |
$ | 1.02 | $ | 1.10 | ||||
Depreciation and gains on sales of depreciated property (including share of joint venture) |
0.31 | 0.29 | ||||||
|
|
|
|
|||||
NAREIT FFO attributable to common shareholders - diluted |
$ | 1.33 | $ | 1.39 | ||||
Gains on land sales |
(0.02 | ) | (0.03 | ) | ||||
Other reconciling items |
| (0.01 | ) | |||||
|
|
|
|
|||||
Core FFO attributable to common shareholders - diluted |
$ | 1.31 | $ | 1.35 |