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)

Registrant’s 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

 

Exhibit

Number

  

Description

  3.1    Fifth Amendment to the Fifth Amended and Restated Agreement of Limited Partnership of Duke Realty Limited Partnership, dated October 24, 2018.
99.1    Duke Realty Corporation press release dated October 24, 2018, with respect to its financial results for the quarter ended September 30, 2018.*

 

*

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

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 Partner’s 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 Partner’s federal, state, local or non-U.S. tax return with the treatment of the item on the Partnership’s 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 partner’s interest in the Partnership, and the provisions of Section 5.07 shall survive the winding up, liquidation and dissolution of the Partnership.

 

-2-


(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.

 

-3-


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

 

-4-

Exhibit 99.1

LOGO

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

 

   

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.

 

   

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.

 

   

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.

 

   

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.

 

   

Operating performance within the company’s industrial portfolio included:

 

 

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

 

 

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

 

 

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

 

 

Tenant retention of 82.7 percent

 

 

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

 

 

Total leasing activity of 5.2 million square feet for the quarter

 

 

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

 

   

Successful execution of capital transactions in the third quarter included:

 

 

Issued $450 million of unsecured notes, maturing in September 2028, at an effective rate of 4.1 percent

 

 

Repaid two secured loans, totaling $224 million, that bore interest at an average effective rate of 7.6 percent

 

 

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

 

 

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

 

   

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.

 

   

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

 

   

During the quarter, a 50 percent-owned joint venture started two speculative developments in Indianapolis totaling 645,000 square feet.

 

   

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 company’s 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 company’s 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 company’s 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:

 

   

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.

 

   

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.

 

   

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.

 

   

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 company’s 2018 guidance will be available by 6:00 p.m. Eastern Time today through the Investor Relations section of the company’s 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 company’s cash needs, including the company’s 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 company’s calculation of Core FFO differs from NAREIT’s 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 company’s 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 company’s 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 company’s website.

A copy of the company’s supplemental information will be available by 6:00 p.m. ET today through the Investor Relations section of the company’s 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 company’s 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 company’s 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 company’s 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 company’s common stock; (xii) the reduction in the company’s 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 company’s filings with the Securities and Exchange Commission. The company refers you to the section entitled “Risk Factors” contained in the company’s 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,
 
     2018     2017     2018     2017  

Revenues:

        

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  
  

 

 

   

 

 

   

 

 

   

 

 

 
     231,898       194,828       677,013       565,315  
  

 

 

   

 

 

   

 

 

   

 

 

 

Expenses:

        

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  
  

 

 

   

 

 

   

 

 

   

 

 

 
     161,804       136,452       470,334       379,641  
  

 

 

   

 

 

   

 

 

   

 

 

 

Other operating activities:

        

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
  

 

 

   

 

 

   

 

 

   

 

 

 
     (267     14,991       171,451       132,446  
  

 

 

   

 

 

   

 

 

   

 

 

 

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