UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
|
x |
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended June 30, 2015
OR
|
¨ |
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission File Number 001-33201 (DCT Industrial Trust Inc.) 333-195185 (DCT Industrial Operating Partnership LP)
DCT INDUSTRIAL TRUST INC.
DCT INDUSTRIAL OPERATING PARTNERSHIP LP
(Exact name of registrant as specified in its charter)
|
Maryland (DCT Industrial Trust Inc.) |
|
82-0538520 |
|
Delaware (DCT Industrial Operating Partnership LP) |
|
82-0538522 |
|
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
|
|
|
|
|
518 Seventeenth Street, Suite 800 Denver, Colorado |
|
80202 |
|
(Address of principal executive offices) |
|
(Zip Code) |
(303) 597-2400
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
|
DCT Industrial Trust Inc. Yes x No ¨ |
|
DCT Industrial Operating Partnership LP. Yes x No ¨ |
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
|
DCT Industrial Trust Inc. Yes x No ¨ |
|
DCT Industrial Operating Partnership LP Yes x No ¨ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
DCT Industrial Trust Inc.:
|
Large accelerated filer |
|
x |
|
Accelerated filer |
|
¨ |
|
|
|
|
|
|||
|
Non-accelerated filer |
|
¨ (Do not check if a smaller reporting company) |
|
Smaller reporting company |
|
¨ |
DCT Industrial Operating Partnership LP:
|
Large accelerated filer |
|
¨ |
|
Accelerated filer |
|
¨ |
|
|
|
|
|
|||
|
Non-accelerated filer |
|
x (Do not check if a smaller reporting company) |
|
Smaller reporting company |
|
¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
|
DCT Industrial Trust Inc. Yes ¨ No x |
|
DCT Industrial Operating Partnership LP Yes ¨ No x |
As of July 24, 2015, 88,326,430 shares of common stock of DCT Industrial Trust Inc., par value $0.01 per share, were outstanding.
This report combines the Quarterly Reports on Form 10-Q for the period ended June 30, 2015 of DCT Industrial Trust Inc., a Maryland corporation, and DCT Industrial Operating Partnership LP, a Delaware limited partnership. Except as otherwise indicated herein, the terms “Company,” “we,” “our” and “us” refer to DCT Industrial Trust Inc. and its subsidiaries, including its operating partnership, DCT Industrial Operating Partnership LP. When we use the term “DCT” or “DCT Industrial,” we are referring to DCT Industrial Trust Inc. by itself, and not including any of its subsidiaries, and when we use the term the “Operating Partnership,” we are referring to DCT Industrial Operating Partnership LP by itself, and not including any of its subsidiaries.
We are a leading industrial real estate company specializing in the acquisition, development, leasing and management of bulk distribution and light industrial properties located in high-volume distribution markets in the United States. DCT has elected to be treated as a real estate investment trust, or REIT, for U.S. federal income tax purposes. We are structured as an umbrella partnership REIT under which substantially all of our current and future business is, and will be, conducted through a majority owned and controlled subsidiary, DCT Industrial Operating Partnership LP, a Delaware limited partnership, for which DCT is the sole general partner. We own our properties through the Operating Partnership and its subsidiaries. As of June 30, 2015, DCT owned approximately 95.4% of the outstanding equity interests in the Operating Partnership.
We operate DCT and the Operating Partnership as one enterprise. The management of DCT consists of the same members as the management of the Operating Partnership. As general partner with control of the Operating Partnership, DCT consolidates the Operating Partnership for financial reporting purposes. DCT does not have significant assets other than its investment in the Operating Partnership. Therefore, the assets and liabilities of DCT and the Operating Partnership are the same on their respective financial statements.
We believe combining the quarterly reports on Form 10-Q of DCT and the Operating Partnership into this single report results in the following benefits:
|
· |
enhances investors’ understanding of DCT and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business; |
|
· |
eliminates duplicative disclosures and provides a more streamlined and readable presentation as a substantial portion of the Company’s disclosures apply to both DCT and the Operating Partnership; and |
|
· |
creates time and cost efficiencies through the preparation of one combined report instead of two separate reports. |
We believe it is important to understand the few differences between DCT and the Operating Partnership in the context of how we operate as an interrelated consolidated company. DCT’s only material asset is its ownership of partnership interests in the Operating Partnership. As a result, DCT does not conduct business itself, other than acting as the sole general partner of the Operating Partnership and issuing public equity. DCT itself has not issued any debt, but guarantees the unsecured debt of the Operating Partnership. The Operating Partnership holds substantially all the assets of the business and conducts the operations of the business. Except for net proceeds from equity issuances by DCT, which are contributed to the Operating Partnership, the Operating Partnership generates capital through its operations, its borrowings and the issuance of partnership units to third parties.
Stockholders’ equity, partners’ capital and noncontrolling interests are the main areas of difference between the consolidated financial statements of DCT and those of the Operating Partnership. Equity interests in the Operating Partnership held by entities other than DCT are classified within partners’ capital in the Operating Partnership’s financial statements and as noncontrolling interests in DCT’s financial statements. Equity interests of 4.6% of the Operating Partnership were owned by executives and non-affiliated limited partners as of June 30, 2015.
To help investors understand the differences between DCT and the Operating Partnership, this report provides separate consolidated financial statements for DCT and the Operating Partnership; a single set of consolidated notes to such financial statements that includes separate discussions of each entity’s stockholders’ equity or partners’ capital, as applicable; and a combined Management’s Discussion and Analysis of Financial Condition and Results of Operations section that includes distinct information related to each entity.
This report also includes separate Part I, Item 4. Controls and Procedures sections and separate Exhibits 31 and 32 certifications for DCT and the Operating Partnership in order to establish that the requisite certifications have been made and that DCT and the Operating Partnership are both compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350.
1
DCT INDUSTRIAL TRUST INC. AND SUBSIDIARIES
DCT INDUSTRIAL OPERATING PARTNERSHIP LP AND SUBSIDIARIES
Index to Form 10-Q
|
|
|
|
|
Page |
|
PART I. |
|
FINANCIAL INFORMATION |
|
|
|
|
|
|
||
|
Item 1. |
|
Consolidated Financial Statements: |
|
|
|
|
|
DCT Industrial Trust Inc. |
|
|
|
|
|
Consolidated Balance Sheets as of June 30, 2015 (unaudited) and December 31, 2014 |
|
3 |
|
|
|
|
4 |
|
|
|
|
|
5 |
|
|
|
|
Consolidated Statement of Changes in Equity for the six months ended June 30, 2015 (unaudited) |
|
6 |
|
|
|
Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014 (unaudited) |
|
7 |
|
|
|
DCT Industrial Operating Partnership LP |
|
|
|
|
|
Consolidated Balance Sheets as of June 30, 2015 (unaudited) and December 31, 2014 |
|
8 |
|
|
|
|
9 |
|
|
|
|
|
10 |
|
|
|
|
Consolidated Statement of Changes in Capital for the six months ended June 30, 2015 (unaudited) |
|
11 |
|
|
|
Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014 (unaudited) |
|
12 |
|
|
|
DCT Industrial Trust Inc. and DCT Industrial Operating Partnership LP |
|
|
|
|
|
|
13 |
|
|
Item 2. |
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
|
37 |
|
Item 3. |
|
|
57 |
|
|
Item 4. |
|
|
58 |
|
|
|
|
|
||
|
PART II. |
|
|
|
|
|
|
|
|
||
|
Item 1. |
|
|
59 |
|
|
Item 1A. |
|
|
59 |
|
|
Item 2. |
|
|
59 |
|
|
Item 3. |
|
|
59 |
|
|
Item 4. |
|
|
59 |
|
|
Item 5. |
|
|
59 |
|
|
Item 6. |
|
|
59 |
|
|
|
|
|
||
|
|
60 |
|||
2
DCT INDUSTRIAL TRUST INC. AND SUBSIDIARIES
(in thousands, except share information)
|
|
|
|
|
|
|
|
|
|
|
June 30, 2015 |
|
|
December 31, 2014 |
|
||
|
ASSETS |
(unaudited) |
|
|
|
|
|
|
|
Land |
$ |
1,006,608 |
|
|
$ |
950,963 |
|
|
Buildings and improvements |
|
2,879,538 |
|
|
|
2,787,959 |
|
|
Intangible lease assets |
|
89,330 |
|
|
|
86,515 |
|
|
Construction in progress |
|
85,795 |
|
|
|
134,938 |
|
|
Total investment in properties |
|
4,061,271 |
|
|
|
3,960,375 |
|
|
Less accumulated depreciation and amortization |
|
(724,788 |
) |
|
|
(703,840 |
) |
|
Net investment in properties |
|
3,336,483 |
|
|
|
3,256,535 |
|
|
Investments in and advances to unconsolidated joint ventures |
|
92,715 |
|
|
|
94,728 |
|
|
Net investment in real estate |
|
3,429,198 |
|
|
|
3,351,263 |
|
|
Cash and cash equivalents |
|
22,914 |
|
|
|
19,631 |
|
|
Restricted cash |
|
5,424 |
|
|
|
3,779 |
|
|
Deferred loan costs, net |
|
9,646 |
|
|
|
8,026 |
|
|
Straight-line rent and other receivables, net of allowance for doubtful accounts of $665 and $956, respectively |
|
54,752 |
|
|
|
54,183 |
|
|
Other assets, net |
|
11,127 |
|
|
|
14,652 |
|
|
Total assets |
$ |
3,533,061 |
|
|
$ |
3,451,534 |
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
$ |
67,544 |
|
|
$ |
83,543 |
|
|
Distributions payable |
|
26,038 |
|
|
|
25,973 |
|
|
Tenant prepaids and security deposits |
|
30,584 |
|
|
|
30,539 |
|
|
Other liabilities |
|
17,401 |
|
|
|
14,078 |
|
|
Intangible lease liabilities, net |
|
22,792 |
|
|
|
22,940 |
|
|
Line of credit |
|
149,000 |
|
|
|
37,000 |
|
|
Senior unsecured notes |
|
1,082,732 |
|
|
|
1,122,621 |
|
|
Mortgage notes |
|
266,831 |
|
|
|
249,424 |
|
|
Total liabilities |
|
1,662,922 |
|
|
|
1,586,118 |
|
|
|
|
|
|
|
|
|
|
|
Equity: |
|
|
|
|
|
|
|
|
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none outstanding |
|
- |
|
|
|
- |
|
|
Shares-in-trust, $0.01 par value, 100,000,000 shares authorized, none outstanding |
|
- |
|
|
|
- |
|
|
Common stock, $0.01 par value, 500,000,000 shares authorized 88,203,274 and 88,012,696 shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively |
|
882 |
|
|
|
880 |
|
|
Additional paid-in capital |
|
2,765,228 |
|
|
|
2,762,431 |
|
|
Distributions in excess of earnings |
|
(988,679 |
) |
|
|
(986,289 |
) |
|
Accumulated other comprehensive loss |
|
(25,428 |
) |
|
|
(27,190 |
) |
|
Total stockholders’ equity |
|
1,752,003 |
|
|
|
1,749,832 |
|
|
Noncontrolling interests |
|
118,136 |
|
|
|
115,584 |
|
|
Total equity |
|
1,870,139 |
|
|
|
1,865,416 |
|
|
Total liabilities and equity |
$ |
3,533,061 |
|
|
$ |
3,451,534 |
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
3
DCT INDUSTRIAL TRUST INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(unaudited, in thousands, except per share information)
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
||||
|
REVENUES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental revenues |
$ |
88,115 |
|
|
$ |
83,302 |
|
|
$ |
176,177 |
|
|
$ |
165,921 |
|
|
Institutional capital management and other fees |
|
423 |
|
|
|
308 |
|
|
|
801 |
|
|
|
1,072 |
|
|
Total revenues |
|
88,538 |
|
|
|
83,610 |
|
|
|
176,978 |
|
|
|
166,993 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental expenses |
|
8,408 |
|
|
|
9,433 |
|
|
|
18,556 |
|
|
|
21,835 |
|
|
Real estate taxes |
|
13,521 |
|
|
|
13,711 |
|
|
|
28,026 |
|
|
|
26,908 |
|
|
Real estate related depreciation and amortization |
|
38,449 |
|
|
|
37,270 |
|
|
|
77,445 |
|
|
|
73,703 |
|
|
General and administrative |
|
9,856 |
|
|
|
7,498 |
|
|
|
17,192 |
|
|
|
14,332 |
|
|
Impairment losses |
|
- |
|
|
|
376 |
|
|
|
- |
|
|
|
4,735 |
|
|
Casualty and involuntary conversion gain |
|
- |
|
|
|
(340 |
) |
|
|
- |
|
|
|
(340 |
) |
|
Total operating expenses |
|
70,234 |
|
|
|
67,948 |
|
|
|
141,219 |
|
|
|
141,173 |
|
|
Operating income |
|
18,304 |
|
|
|
15,662 |
|
|
|
35,759 |
|
|
|
25,820 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSE): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Development profit, net of taxes |
|
2,627 |
|
|
|
1,288 |
|
|
|
2,627 |
|
|
|
2,016 |
|
|
Equity in earnings of unconsolidated joint ventures, net |
|
1,036 |
|
|
|
697 |
|
|
|
1,843 |
|
|
|
4,310 |
|
|
Gain on business combination |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,000 |
|
|
Gain on dispositions of real estate interests |
|
14,932 |
|
|
|
372 |
|
|
|
41,086 |
|
|
|
1,417 |
|
|
Interest expense |
|
(13,609 |
) |
|
|
(16,182 |
) |
|
|
(27,513 |
) |
|
|
(32,238 |
) |
|
Interest and other income (expense) |
|
(11 |
) |
|
|
(23 |
) |
|
|
(29 |
) |
|
|
5 |
|
|
Income tax benefit (expense) and other taxes |
|
(278 |
) |
|
|
241 |
|
|
|
(471 |
) |
|
|
184 |
|
|
Income from continuing operations |
|
23,001 |
|
|
|
2,055 |
|
|
|
53,302 |
|
|
|
2,514 |
|
|
Income from discontinued operations |
|
- |
|
|
|
5,215 |
|
|
|
- |
|
|
|
5,224 |
|
|
Consolidated net income of DCT Industrial Trust Inc. |
|
23,001 |
|
|
|
7,270 |
|
|
|
53,302 |
|
|
|
7,738 |
|
|
Net income attributable to noncontrolling interests |
|
(4,704 |
) |
|
|
(469 |
) |
|
|
(6,260 |
) |
|
|
(620 |
) |
|
Net income attributable to common stockholders |
|
18,297 |
|
|
|
6,801 |
|
|
|
47,042 |
|
|
|
7,118 |
|
|
Distributed and undistributed earnings allocated to participating securities |
|
(201 |
) |
|
|
(170 |
) |
|
|
(344 |
) |
|
|
(336 |
) |
|
Adjusted net income attributable to common stockholders |
$ |
18,096 |
|
|
$ |
6,631 |
|
|
$ |
46,698 |
|
|
$ |
6,782 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNINGS PER COMMON SHARE - BASIC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
$ |
0.21 |
|
|
$ |
0.02 |
|
|
$ |
0.53 |
|
|
$ |
0.02 |
|
|
Income from discontinued operations |
|
0.00 |
|
|
|
0.06 |
|
|
|
0.00 |
|
|
|
0.06 |
|
|
Net income attributable to common stockholders |
$ |
0.21 |
|
|
$ |
0.08 |
|
|
$ |
0.53 |
|
|
$ |
0.08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNINGS PER COMMON SHARE - DILUTED |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
$ |
0.20 |
|
|
$ |
0.02 |
|
|
$ |
0.53 |
|
|
$ |
0.02 |
|
|
Income from discontinued operations |
|
0.00 |
|
|
|
0.06 |
|
|
|
0.00 |
|
|
|
0.06 |
|
|
Net income attributable to common stockholders |
$ |
0.20 |
|
|
$ |
0.08 |
|
|
$ |
0.53 |
|
|
$ |
0.08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Basic |
|
88,187 |
|
|
|
82,280 |
|
|
|
88,139 |
|
|
|
81,636 |
|
|
Diluted |
|
88,486 |
|
|
|
82,563 |
|
|
|
88,453 |
|
|
|
81,909 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions declared per common share |
$ |
0.28 |
|
|
$ |
0.28 |
|
|
$ |
0.56 |
|
|
$ |
0.56 |
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
4
DCT INDUSTRIAL TRUST INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(unaudited, in thousands)
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
|||||||||||
|
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
|||||
|
Consolidated net income of DCT Industrial Trust Inc. |
$ |
23,001 |
|
|
$ |
7,270 |
|
|
$ |
53,302 |
|
|
$ |
7,738 |
|
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net derivative gain (loss) on cash flow hedging instruments |
|
58 |
|
|
|
(518 |
) |
|
|
(455 |
) |
|
|
(846 |
) |
|
|
Net reclassification adjustment on cash flow hedging instruments |
|
1,158 |
|
|
|
1,172 |
|
|
|
2,311 |
|
|
|
2,328 |
|
|
|
Other comprehensive income |
|
1,216 |
|
|
|
654 |
|
|
|
1,856 |
|
|
|
1,482 |
|
|
|
Comprehensive income |
|
24,217 |
|
|
|
7,924 |
|
|
|
55,158 |
|
|
|
9,220 |
|
|
|
Comprehensive income attributable to noncontrolling interests |
|
(4,843 |
) |
|
|
(513 |
) |
|
|
(6,354 |
) |
|
|
(778 |
) |
|
|
Comprehensive income attributable to common stockholders |
$ |
19,374 |
|
|
$ |
7,411 |
|
|
$ |
48,804 |
|
|
$ |
8,442 |
|
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
5
DCT INDUSTRIAL TRUST INC. AND SUBSIDIARIES
Consolidated Statement of Changes in Equity
(unaudited, in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
Distributions |
|
|
Other |
|
|
Non- |
|
||||
|
|
Total |
|
|
Common Stock |
|
|
Paid-in |
|
|
in Excess |
|
|
Comprehen- |
|
|
controlling |
|
||||||||||
|
|
Equity |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
of Earnings |
|
|
sive Loss |
|
|
Interests |
|
|||||||
|
Balance at December 31, 2014 |
$ |
1,865,416 |
|
|
|
88,013 |
|
|
$ |
880 |
|
|
$ |
2,762,431 |
|
|
$ |
(986,289 |
) |
|
$ |
(27,190 |
) |
|
$ |
115,584 |
|
|
Net income |
|
53,302 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
47,042 |
|
|
|
- |
|
|
|
6,260 |
|
|
Other comprehensive income |
|
1,856 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,762 |
|
|
|
94 |
|
|
Issuance of common stock, stock- based compensation plans |
|
(425 |
) |
|
|
86 |
|
|
|
1 |
|
|
|
(426 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Amortization of stock-based compensation |
|
3,368 |
|
|
|
- |
|
|
|
- |
|
|
|
874 |
|
|
|
- |
|
|
|
- |
|
|
|
2,494 |
|
|
Distributions to common stockholders and noncontrolling interests |
|
(52,437 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(49,432 |
) |
|
|
- |
|
|
|
(3,005 |
) |
|
Redemptions of noncontrolling interests |
|
(941 |
) |
|
|
104 |
|
|
|
1 |
|
|
|
2,349 |
|
|
|
- |
|
|
|
- |
|
|
|
(3,291 |
) |
|
Balance at June 30, 2015 |
$ |
1,870,139 |
|
|
|
88,203 |
|
|
$ |
882 |
|
|
$ |
2,765,228 |
|
|
$ |
(988,679 |
) |
|
$ |
(25,428 |
) |
|
$ |
118,136 |
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
6
DCT INDUSTRIAL TRUST INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(unaudited, in thousands)
|
|
Six Months Ended June 30, |
|
|||||
|
|
2015 |
|
|
2014 |
|
||
|
OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
Consolidated net income of DCT Industrial Trust Inc. |
$ |
53,302 |
|
|
$ |
7,738 |
|
|
Adjustments to reconcile consolidated net income of DCT Industrial Trust Inc. to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Real estate related depreciation and amortization |
|
77,445 |
|
|
|
73,703 |
|
|
Gain on acquisitions and dispositions of real estate interests |
|
(41,086 |
) |
|
|
(7,534 |
) |
|
Distributions of earnings from unconsolidated joint ventures |
|
2,827 |
|
|
|
2,284 |
|
|
Equity in earnings of unconsolidated joint ventures, net |
|
(1,843 |
) |
|
|
(4,310 |
) |
|
Impairment losses |
|
- |
|
|
|
4,735 |
|
|
Stock-based compensation |
|
2,540 |
|
|
|
2,211 |
|
|
Casualty and involuntary conversion gain |
|
- |
|
|
|
(340 |
) |
|
Straight-line rent |
|
(3,402 |
) |
|
|
(5,303 |
) |
|
Other |
|
(1 |
) |
|
|
2,669 |
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Other receivables and other assets |
|
10,668 |
|
|
|
11,871 |
|
|
Accounts payable, accrued expenses and other liabilities |
|
(316 |
) |
|
|
(7,228 |
) |
|
Net cash provided by operating activities |
|
100,134 |
|
|
|
80,496 |
|
|
INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
Real estate acquisitions |
|
(143,465 |
) |
|
|
(116,074 |
) |
|
Capital expenditures and development activities |
|
(97,639 |
) |
|
|
(84,120 |
) |
|
Proceeds from dispositions of real estate investments |
|
136,188 |
|
|
|
31,932 |
|
|
Investments in unconsolidated joint ventures |
|
(840 |
) |
|
|
(940 |
) |
|
Proceeds from casualties and involuntary conversion |
|
- |
|
|
|
491 |
|
|
Distributions of investments in unconsolidated joint ventures |
|
1,014 |
|
|
|
16,757 |
|
|
Other investing activities |
|
(3,441 |
) |
|
|
(2,792 |
) |
|
Net cash used in investing activities |
|
(108,183 |
) |
|
|
(154,746 |
) |
|
FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Proceeds from senior unsecured revolving line of credit |
|
166,000 |
|
|
|
76,000 |
|
|
Repayments of senior unsecured revolving line of credit |
|
(54,000 |
) |
|
|
(42,000 |
) |
|
Repayments of senior unsecured notes |
|
(40,000 |
) |
|
|
- |
|
|
Principal payments on mortgage notes |
|
(4,112 |
) |
|
|
(8,033 |
) |
|
Proceeds from issuance of common stock |
|
- |
|
|
|
86,928 |
|
|
Net settlement on issuance of stock-based compensation awards |
|
(425 |
) |
|
|
(274 |
) |
|
Offering costs for issuance of common stock and OP Units |
|
- |
|
|
|
(1,110 |
) |
|
Redemption of noncontrolling interests |
|
(941 |
) |
|
|
(796 |
) |
|
Dividends to common stockholders |
|
(49,387 |
) |
|
|
(45,367 |
) |
|
Distributions to noncontrolling interests |
|
(2,985 |
) |
|
|
(3,077 |
) |
|
Contributions from noncontrolling interests |
|
- |
|
|
|
101 |
|
|
Other financing activity |
|
(2,818 |
) |
|
|
(13 |
) |
|
Net cash provided by financing activities |
|
11,332 |
|
|
|
62,359 |
|
|
NET CHANGE IN CASH AND CASH EQUIVALENTS |
|
3,283 |
|
|
|
(11,891 |
) |
|
CASH AND CASH EQUIVALENTS, beginning of period |
|
19,631 |
|
|
|
32,226 |
|
|
CASH AND CASH EQUIVALENTS, end of period |
$ |
22,914 |
|
|
$ |
20,335 |
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures of Cash Flow Information |
|
|
|
|
|
|
|
|
Cash paid for interest, net of capitalized interest |
$ |
25,848 |
|
|
$ |
30,378 |
|
|
Supplemental Disclosures of Non-Cash Activities |
|
|
|
|
|
|
|
|
Retirement of fully depreciated and amortized assets |
$ |
13,159 |
|
|
$ |
14,420 |
|
|
Redemptions of OP Units settled in shares of common stock |
$ |
2,350 |
|
|
$ |
6,084 |
|
|
Assumption of mortgage notes in connection with real estate acquired |
$ |
22,958 |
|
|
$ |
7,459 |
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
7
DCT INDUSTRIAL OPERATING PARTNERSHIP LP AND SUBSIDIARIES
(in thousands, except unit information)
|
|
|
|
|
|
|
|
|
|
|
June 30, 2015 |
|
|
December 31, 2014 |
|
||
|
ASSETS |
(unaudited) |
|
|
|
|
|
|
|
Land |
$ |
1,006,608 |
|
|
$ |
950,963 |
|
|
Buildings and improvements |
|
2,879,538 |
|
|
|
2,787,959 |
|
|
Intangible lease assets |
|
89,330 |
|
|
|
86,515 |
|
|
Construction in progress |
|
85,795 |
|
|
|
134,938 |
|
|
Total investment in properties |
|
4,061,271 |
|
|
|
3,960,375 |
|
|
Less accumulated depreciation and amortization |
|
(724,788 |
) |
|
|
(703,840 |
) |
|
Net investment in properties |
|
3,336,483 |
|
|
|
3,256,535 |
|
|
Investments in and advances to unconsolidated joint ventures |
|
92,715 |
|
|
|
94,728 |
|
|
Net investment in real estate |
|
3,429,198 |
|
|
|
3,351,263 |
|
|
Cash and cash equivalents |
|
22,914 |
|
|
|
19,631 |
|
|
Restricted cash |
|
5,424 |
|
|
|
3,779 |
|
|
Deferred loan costs, net |
|
9,646 |
|
|
|
8,026 |
|
|
Straight-line rent and other receivables, net of allowance for doubtful accounts of $665 and $956, respectively |
|
54,752 |
|
|
|
54,183 |
|
|
Other assets, net |
|
11,127 |
|
|
|
14,652 |
|
|
Total assets |
$ |
3,533,061 |
|
|
$ |
3,451,534 |
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND CAPITAL |
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
$ |
67,544 |
|
|
$ |
83,543 |
|
|
Distributions payable |
|
26,038 |
|
|
|
25,973 |
|
|
Tenant prepaids and security deposits |
|
30,584 |
|
|
|
30,539 |
|
|
Other liabilities |
|
17,401 |
|
|
|
14,078 |
|
|
Intangible lease liabilities, net |
|
22,792 |
|
|
|
22,940 |
|
|
Line of credit |
|
149,000 |
|
|
|
37,000 |
|
|
Senior unsecured notes |
|
1,082,732 |
|
|
|
1,122,621 |
|
|
Mortgage notes |
|
266,831 |
|
|
|
249,424 |
|
|
Total liabilities |
|
1,662,922 |
|
|
|
1,586,118 |
|
|
|
|
|
|
|
|
|
|
|
Partners' Capital: |
|
|
|
|
|
|
|
|
General Partner: |
|
|
|
|
|
|
|
|
OP Units, 924,395 and 922,131 issued and outstanding as of June 30, 2015 and December 31, 2014, respectively |
|
18,811 |
|
|
|
18,819 |
|
|
Limited Partners: |
|
|
|
|
|
|
|
|
OP Units, 91,515,090 and 91,290,942 issued and outstanding as of June 30, 2015 and December 31, 2014, respectively |
|
1,862,285 |
|
|
|
1,863,050 |
|
|
Accumulated other comprehensive loss |
|
(26,648 |
) |
|
|
(28,487 |
) |
|
Total partners' capital |
|
1,854,448 |
|
|
|
1,853,382 |
|
|
Noncontrolling interests |
|
15,691 |
|
|
|
12,034 |
|
|
Total capital |
|
1,870,139 |
|
|
|
1,865,416 |
|
|
Total liabilities and capital |
$ |
3,533,061 |
|
|
$ |
3,451,534 |
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
8
DCT INDUSTRIAL OPERATING PARTNERSHIP LP AND SUBSIDIARIES
Consolidated Statements of Operations
(unaudited, in thousands, except per unit information)
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
||||
|
REVENUES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental revenues |
$ |
88,115 |
|
|
$ |
83,302 |
|
|
$ |
176,177 |
|
|
$ |
165,921 |
|
|
Institutional capital management and other fees |
|
423 |
|
|
|
308 |
|
|
|
801 |
|
|
|
1,072 |
|
|
Total revenues |
|
88,538 |
|
|
|
83,610 |
|
|
|
176,978 |
|
|
|
166,993 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental expenses |
|
8,408 |
|
||||||||||||