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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-Q

 

(Mark One)

ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended   September 30, 2004

 

OR

 

o

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: 1-9044

 

DUKE REALTY CORPORATION

 

State of Incorporation:

 

IRS Employer Identification Number:

Indiana

 

35-1740409

 

 

 

600 East 96th Street, Suite 100
Indianapolis, Indiana 46240

 

 

 

Telephone: (317) 808-6000

(Address, including zip code and telephone number, including area code, of principal
executive offices)

 

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.

 

Yes ý

No o

 

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act).

 

Yes ý

No o

 

The number of Common Shares outstanding as of November 1, 2004 was 142,592,714 ($.01 par value).

 

 



 

DUKE REALTY CORPORATION

 

INDEX

 

Part I - Financial Information

 

 

 

 

 

Item 1. Financial Statements

 

 

 

 

 

 

Condensed Consolidated Balance Sheets as of
September 30, 2004 (Unaudited) and December 31, 2003

 

 

 

 

 

Condensed Consolidated Statements of Operations (Unaudited)
for the three and nine months ended September 30, 2004 and 2003

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows (Unaudited)
for the nine months ended September 30, 2004 and 2003

 

 

 

 

 

Condensed Consolidated Statement of Shareholders’ Equity
(Unaudited) for the nine months ended September 30, 2004

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements
(Unaudited)

 

 

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

 

 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

 

 

 

 

Item 4. Controls and Procedures

 

 

 

 

 

 

 

 

 

Part II - Other Information

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

 

Item 3.

Defaults Upon Senior Securities

 

 

Item 4.

Submission of Matters to a Vote of Security Holders

 

 

Item 5.

Other Information

 

 

Item 6.

Exhibits and Reports on Form 8-K

 

 



 

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

DUKE REALTY CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(in thousands, except per share amounts)

 

 

 

September 30,
2004

 

December 31,
2003

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Real estate investments:

 

 

 

 

 

Land and improvements

 

$

708,142

 

$

641,544

 

Buildings and tenant improvements

 

4,665,019

 

4,452,624

 

Construction in progress

 

98,690

 

119,441

 

Investments in unconsolidated companies

 

287,827

 

295,837

 

Land held for development

 

381,908

 

314,996

 

 

 

6,141,586

 

5,824,442

 

Accumulated depreciation

 

(764,745

)

(677,357

)

 

 

 

 

 

 

Net real estate investments

 

5,376,841

 

5,147,085

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

12,632

 

Accounts receivable, net of allowance of $1,971 and $2,430

 

15,374

 

16,215

 

Straight-line rent receivable, net of allowance of $1,240 and $1,240

 

83,987

 

71,049

 

Receivables on construction contracts, including retentions

 

53,748

 

44,905

 

Deferred financing costs, net of accumulated amortization of $8,369 and $10,703

 

39,710

 

13,421

 

Deferred leasing and other costs, net of accumulated amortization of $83,326 and $67,317

 

202,346

 

158,562

 

Escrow deposits and other assets

 

110,074

 

97,380

 

 

 

$

5,882,080

 

$

5,561,249

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Indebtedness:

 

 

 

 

 

Secured debt

 

$

204,942

 

$

208,649

 

Unsecured notes

 

2,115,687

 

1,775,887

 

Unsecured lines of credit

 

339,000

 

351,000

 

 

 

2,659,629

 

2,335,536

 

 

 

 

 

 

 

Construction payables and amounts due subcontractors, including retentions

 

76,126

 

60,789

 

Accounts payable

 

6,904

 

2,268

 

Accrued expenses:

 

 

 

 

 

Real estate taxes

 

78,184

 

52,958

 

Interest

 

25,904

 

33,259

 

Other

 

41,139

 

51,808

 

Other liabilities

 

107,179

 

107,113

 

Tenant security deposits and prepaid rents

 

32,765

 

37,975

 

Total liabilities

 

3,027,830

 

2,681,706

 

 

 

 

 

 

 

Minority interest

 

200,023

 

212,794

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Preferred shares ($.01 par value); 5,000 shares authorized; 1,565 and 1,898 shares issued and outstanding

 

457,250

 

540,508

 

Common shares ($.01 par value); 250,000 shares authorized; 142,550 and 136,594 shares issued and outstanding

 

1,425

 

1,366

 

Additional paid-in capital

 

2,534,981

 

2,379,817

 

Accumulated other comprehensive income

 

132

 

 

Distributions in excess of net income

 

(339,561

)

(254,942

)

Total shareholders’ equity

 

2,654,227

 

2,666,749

 

 

 

$

5,882,080

 

$

5,561,249

 

 

See accompanying Notes to Condensed Consolidated Financial Statements

 

 

2



 

DUKE REALTY CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

For the three and nine months ended September 30,

 (in thousands, except per share amounts)

(Unaudited)

 

 

 

Three Months Ended

 

Nine months Ended

 

 

 

2004

 

2003

 

2004

 

2003

 

RENTAL OPERATIONS:

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

Rental income from continuing operations

 

$

188,751

 

$

171,288

 

$

554,529

 

$

513,313

 

Equity in earnings of unconsolidated companies

 

6,220

 

7,368

 

16,515

 

18,330

 

 

 

194,971

 

178,656

 

571,044

 

531,643

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Rental expenses

 

40,970

 

35,099

 

117,418

 

106,600

 

Real estate taxes

 

22,404

 

17,836

 

65,160

 

58,192

 

Interest expense

 

34,423

 

30,273

 

99,755

 

95,116

 

Depreciation and amortization

 

61,447

 

46,163

 

164,109

 

136,526

 

 

 

159,244

 

129,371

 

446,442

 

396,434

 

Earnings from continuing rental operations

 

35,727

 

49,285

 

124,602

 

135,209

 

SERVICE OPERATIONS

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

General contractor gross revenue

 

90,932

 

79,018

 

263,388

 

196,679

 

General contractor costs

 

(84,368

)

(71,420

)

(243,646

)

(176,854

)

Net general contractor revenue

 

6,564

 

7,598

 

19,742

 

19,825

 

Property management, maintenance and leasing fees

 

3,742

 

3,409

 

11,532

 

10,951

 

Construction management and development activity income

 

4,794

 

122

 

9,424

 

839

 

Other income

 

2,334

 

1,564

 

2,910

 

2,161

 

Total revenue

 

17,434

 

12,693

 

43,608

 

33,776

 

Operating expenses

 

11,093

 

8,222

 

30,502

 

22,369

 

Total earnings from service operations

 

6,341

 

4,471

 

13,106

 

11,407

 

General and administrative expense

 

(6,892

)

(4,877

)

(20,930

)

(16,222

)

Operating income

 

35,176

 

48,879

 

116,778

 

130,394

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

Interest income

 

1,223

 

808

 

4,325

 

2,681

 

Earnings from sale of land and ownership interests in unconsolidated companies, net of impairment adjustment

 

3,387

 

1,394

 

8,940

 

12,539

 

Other revenue (expense)

 

(260

)

421

 

(334

)

(138

)

Other minority interest in earnings of subsidiaries

 

(275

)

(296

)

(1,007

)

(768

)

Minority interest in earnings of common unitholders

 

(2,928

)

(3,958

)

(9,970

)

(11,180

)

Minority interest in earnings of preferred unitholders

 

 

(1,401

)

 

(4,205

)

Income from continuing operations

 

36,323

 

45,847

 

118,732

 

129,323

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

Net income from discontinued operations, net of minority interest

 

978

 

740

 

1,388

 

4,547

 

Gain on sale of discontinued operations, net of minority interest

 

13,546

 

3,013

 

17,975

 

5,249

 

Income from discontinued operations

 

14,524

 

3,753

 

19,363

 

9,796

 

Net income

 

50,847

 

49,600

 

138,095

 

139,119

 

Dividends on preferred shares

 

(8,320

)

(9,415

)

(24,321

)

(26,919

)

Adjustments for redemption of preferred stock

 

 

 

(3,645

)

 

Net income available for common shareholders

 

$

42,527

 

$

40,185

 

$

110,129

 

$

112,200

 

 

 

 

 

 

 

 

 

 

 

Basic net income per common share:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

.20

 

$

.27

 

$

.64

 

$

.76

 

Discontinued operations

 

.10

 

.03

 

.14

 

.07

 

Total

 

$

.30

 

$

.30

 

$

.78

 

$

.83

 

Diluted net income per common share:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

.20

 

$

.27

 

$

.63

 

$

.75

 

Discontinued operations

 

.10

 

.03

 

.14

 

.07

 

Total

 

$

.30

 

$

.30

 

$

.77

 

$

.82

 

Weighted average number of common shares outstanding

 

142,273

 

135,706

 

140,930

 

135,423

 

Weighted average number of common and dilutive potential common shares

 

157,105

 

151,244

 

156,956

 

150,965

 

 

See accompanying Notes to Condensed Consolidated Financial Statements

 

3



 

DUKE REALTY CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

For the nine months ended September 30,

(in thousands)

(Unaudited)

 

 

 

2004

 

2003

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

138,095

 

$

139,119

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation of buildings and tenant improvements

 

138,873

 

125,191

 

Amortization of deferred leasing and other costs

 

28,286

 

17,348

 

Amortization of deferred financing costs

 

3,366

 

2,756

 

Minority interest in earnings

 

12,897

 

17,220

 

Straight-line rent adjustment

 

(15,334

)

(16,971

)

Earnings from land and depreciated property sales

 

(28,697

)

(18,360

)

Build-for-sale operations, net

 

(3,713

)

(37,196

)

Construction contracts, net

 

(944

)

(6,924

)

Other accrued revenues and expenses, net

 

(8,649

)

5,616

 

Operating distributions received in excess of equity in earnings from unconsolidated companies

 

9,947

 

6,974

 

Net cash provided by operating activities

 

274,127

 

234,773

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Development of real estate investments

 

(97,817

)

(100,810

)

Acquisition of real estate investments

 

(204,361

)

(108,074

)

Acquisition of land held for development and infrastructure costs

 

(99,284

)

(28,067

)

Recurring tenant improvements

 

(41,968

)

(28,078

)

Recurring leasing costs

 

(20,313

)

(15,993

)

Recurring building improvements

 

(14,679

)

(12,736

)

Other deferred leasing costs

 

(11,464

)

(14,848

)

Other deferred costs and other assets

 

(13,999

)

(18,661

)

Tax deferred exchange escrow, net

 

 

(8,248

)

Proceeds from land and depreciated property sales, net

 

147,353

 

85,709

 

Advances to unconsolidated companies

 

(2,328

)

(13,294

)

Net cash used by investing activities

 

(358,860

)

(263,100

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from issuance of common shares, net

 

10,343

 

9,885

 

Proceeds from issuance of preferred shares, net

 

144,940

 

96,700

 

Payments for redemption of preferred shares

 

(102,651

)

(20

)

Redemption of warrants

 

(2,881

)

(4,692

)

Proceeds from unsecured debt issuance

 

440,000

 

325,000

 

Payments on unsecured debt

 

(100,000

)

(175,000

)

Proceeds from debt refinancing

 

 

38,340

 

Payments on secured indebtedness including principal amortization

 

(37,764

)

(131,686

)

Borrowings (payments) on lines of credit, net

 

(12,000

)

95,109

 

Distributions to common shareholders

 

(194,748

)

(185,506

)

Distributions to preferred shareholders

 

(23,508

)

(26,255

)

Distributions to preferred unitholders

 

 

(4,205

)

Distributions to minority interest

 

(19,971

)

(21,522

)

Deferred financing costs

 

(29,659

)

(4,304

)

Net cash provided by financing activities

 

72,101

 

11,844

 

Net decrease in cash and cash equivalents

 

(12,632

)

(16,483

)

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

12,632

 

17,414

 

Cash and cash equivalents at end of period

 

$

 

$

931

 

Other non-cash items:

 

 

 

 

 

Conversion of Limited Partner Units to common shares

 

$

17,358

 

$

10,736

 

Conversion of Series D Preferred Shares to common shares

 

$

130,665

 

$

 

Issuance of Limited Partner Units for real estate acquisitions

 

$

5,575

 

$

3,187

 

Assumption of debt for real estate acquisitions

 

$

29,854

 

$

 

 

See accompanying Notes to Condensed Consolidated Financial Statements

 

4



 

DUKE REALTY CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statement of Shareholders’ Equity

For the nine months ended September 30, 2004

(in thousands, except per share data)

(Unaudited)

 

 

 

Preferred
Stock

 

Common
Stock

 

Additional
Paid-in
Capital

 

Accumulated
Other
Comprehensive
Income (Loss)

 

Distributions
in Excess of
Net Income

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2003

 

$

540,508

 

$

1,366

 

$

2,379,817

 

$

 

$

(254,942

)

$

2,666,749

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

138,095

 

138,095

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions to preferred shareholders

 

 

 

 

 

(24,321

)

(24,321

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustment for carrying value of preferred stock redemption

 

 

 

3,645

 

 

(3,645

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gains (losses) on derivative instruments

 

 

 

 

132

 

 

132

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income available for common Shareholders

 

 

 

 

 

 

 

 

 

 

 

$

113,906

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common shares

 

 

5

 

10,464

 

 

 

10,469

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of preferred shares

 

150,000

 

 

(5,060

)

 

 

144,940

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition of minority interest

 

 

5

 

17,353

 

 

 

17,358

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Conversion of Series D Preferred Shares

 

(130,665

)

49

 

130,616

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redemption of Series D Preferred Shares

 

(2,593

)

 

(30

)

 

 

(2,623

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redemption of Series E Preferred Shares

 

(100,000

)

 

(28

)

 

 

(100,028

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redemption of Warrants

 

 

 

(2,881

)

 

 

(2,881

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax benefits from employee stock plans

 

 

 

783

 

 

 

783

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FASB 123 compensation expense

 

 

 

302

 

 

 

302

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions to common shareholders ($1.39 per share)

 

 

 

 

 

(194,748

)

(194,748

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at September 30, 2004

 

$

457,250

 

$

1,425

 

$

2,534,981

 

$

132

 

$

(339,561

)

$

2,654,227

 

 

See accompanying Notes to Condensed Consolidated Financial Statements

 

5



 

DUKE REALTY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1.              Financial Statements

 

The interim condensed consolidated financial statements included herein have been prepared by Duke Realty Corporation (the “Company”) without audit (except for the Balance Sheet as of December 31, 2003). The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with Rule 10-01 of Regulation S-X of the Securities Exchange Act of 1934. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations included herein and the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

 

The Company

 

The Company’s rental operations are conducted through Duke Realty Limited Partnership (“DRLP”). Approximately 91.2% of the common partnership interests of DRLP (“Units”) were owned by the Company at September 30, 2004. The remaining Units in DRLP are redeemable for shares of the Company’s common stock. The Company conducts Service Operations through Duke Realty Services Limited Partnership (“DRSLP”), in which the Company is the sole general partner. The Company also conducts Service Operations through Duke Construction Limited Partnership (“DCLP”), which is effectively 100% owned by DRLP. The consolidated financial statements include the accounts of the Company and its majority-owned or controlled subsidiaries.

 

2.              Line of Credit

 

The Company has one unsecured line of credit available at September 30, 2004, described as follows (in thousands):

 

Description

 

Borrowing
Capacity

 

Maturity
Date

 

Interest
Rate

 

Outstanding
at September 30, 2004

 

Unsecured Line of Credit

 

$

500,000

 

January 2007

 

LIBOR + .60

%

$

339,000

 

 

The line of credit is used to fund development activities, acquire additional rental properties and provide working capital.

 

The line of credit provides the Company with an option to obtain borrowings from financial institutions that participate in the line, at rates lower than the stated interest rate, subject to certain restrictions. Amounts outstanding on the unsecured line of credit at September 30, 2004, range from LIBOR + .24% to ..60% (1.88% to 2.44% at September 30, 2004).

 

The line of credit also contains financial covenants that require the Company to meet defined levels of performance.  As of September 30, 2004, the Company is in compliance with all covenants and expects to remain in compliance for the foreseeable future.

 

3.              Related Party Transactions

 

The Company provides property management, leasing, construction, and other tenant related services to properties in which former executive officers and current directors have ownership interests. The Company

 

6



 

received fees totaling approximately $546,000 and $997,000 for services provided to these properties for the nine months ended September 30, 2004 and 2003, respectively. The fees charged by the Company for such services are equivalent to those charged to unrelated third-party owners for similar services.

 

The Company provides property management, leasing, construction and other tenant related services to unconsolidated companies in which the Company has an equity interest. For the nine months ended September 30, 2004 and 2003, respectively, the Company received management fees of $3.8 million and $3.7 million, leasing fees of $1.9 million and $1.7 million and construction and development fees of $1.0 million and $1.1 million from these unconsolidated companies. These fees were recorded at market rates and the Company eliminates its ownership percentage of these fees in the consolidated financial statements.

 

4.          Net Income Per Common Share

 

Basic net income per common share is computed by dividing net income available for common shares by the weighted average number of common shares outstanding for the period. Diluted net income per common share is computed by dividing the sum of net income available for common shareholders and the minority interest in earnings allocable to Units not owned by the Company, by the sum of the weighted average number of common shares and minority Units outstanding, including any dilutive potential common shares for the period.

 

The following table reconciles the components of basic and diluted net income per common share for the three and nine months ended September 30 (in thousands):

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2004

 

2003

 

2004

 

2003

 

Basic net income available for common shares

 

$

42,527

 

$

40,185

 

$

110,129

 

$

112,200

 

Minority interest in earnings of common unitholders

 

4,190

 

4,362

 

11,013

 

12,247

 

Diluted net income available for common shares

 

$

46,717

 

$

44,547

 

$

121,142

 

$

124,447

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

142,273

 

135,706

 

140,930

 

135,423

 

Weighted average partnership units outstanding

 

13,938

 

14,667

 

13,975

 

14,740

 

Weighted average conversion of Series D preferred shares (1)

 

 

 

1,170

 

 

Dilutive shares for stock based compensation plan

 

894

 

871

 

881

 

802

 

Weighted average number of common shares and dilutive potential common shares

 

157,105

 

151,244

 

156,956

 

150,965

 

 

(1) The Company called for the redemption of the Series D shares as of March 16, 2004. Prior to the redemption date, nearly 5.3 million Series D shares were converted into 4.9 million common shares. These shares represent the weighted effect, assuming the Series D shares had been converted on January 1, 2004.

 

5.              Segment Reporting

 

The Company is engaged in four operating segments, the first three of which consist of the ownership and rental of office, industrial and retail real estate investments (collectively, “Rental Operations”). The fourth segment consists of the Company’s build-to-suit for sale operations and the providing of various real estate services such as property management, maintenance, leasing, development and construction management to third-party property owners and joint ventures (“Service Operations”). The Company’s reportable segments offer different products or services and are managed separately because each requires different operating strategies and management expertise. There are no material intersegment sales or transfers.

 

Non-segment revenue consists mainly of equity in earnings of unconsolidated companies. Segment FFO information is calculated by subtracting operating expenses attributable to the applicable segment from segment revenues.  Non-segment assets consist of corporate assets including cash, deferred financing costs

 

7



 

and investments in unconsolidated companies. Interest expense and other non-property specific revenues and expenses are not allocated to individual segments in determining the Company’s performance measure.

 

The Company assesses and measures segment operating results based upon an industry performance measure referred to as Funds From Operations (“FFO”), which management believes is a useful indicator of the Company’s operating performance. Funds From Operations is used by industry analysts and investors as a supplemental operating performance measure of an equity real estate investment trust (“REIT”). FFO is calculated in accordance with the definition that was adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). FFO, as defined by NAREIT, represents net income (loss) determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”), excluding extraordinary items as defined under GAAP and gains or losses from sales of previously depreciated operating real estate assets, plus certain non-cash items such as real estate asset depreciation and amortization, and after similar adjustments for unconsolidated partnerships and joint ventures.

 

The revenues and FFO for each of the reportable segments for the three and nine months ended September 30, 2004, and 2003, and the assets for each of the reportable segments as of September 30, 2004, and December 31, 2003, are summarized as follows (in thousands):

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2004

 

2003

 

2004

 

2003

 

Revenues

 

 

 

 

 

 

 

 

 

Rental Operations:

 

 

 

 

 

 

 

 

 

Office

 

$

115,108

 

$

104,894

 

$

340,099

 

$

313,334

 

Industrial

 

70,827

 

64,267

 

207,037

 

193,794

 

Retail

 

1,409

 

1,447

 

3,632

 

4,367

 

Service Operations

 

17,434

 

12,693

 

43,608

 

33,776

 

Total Segment Revenues

 

204,778

 

183,301

 

594,376

 

545,271

 

Non-Segment Revenue

 

7,627

 

8,048

 

20,276

 

20,148

 

Consolidated Revenue from continuing operations

 

212,405

 

191,349

 

614,652

 

565,419

 

Discontinued Operations

 

2,349

 

5,999

 

9,268

 

21,463

 

Consolidated Revenue

 

$

214,754

 

$

197,348

 

$

623,920

 

$

586,882

 

Funds From Operations

 

 

 

 

 

 

 

 

 

Rental Operations:

 

 

 

 

 

 

 

 

 

Office

 

$

71,993

 

$

69,023

 

$

215,724

 

$

202,956

 

Industrial

 

52,601

 

49,076

 

153,170

 

143,765

 

Retail

 

1,196

 

1,221

 

2,942

 

3,564

 

Services Operations

 

6,341

 

4,471

 

13,106

 

11,407

 

Total Segment FFO

 

$

132,131

 

$

123,791

 

$

384,942

 

$

361,692

 

 

 

 

 

 

 

 

 

 

 

Non-Segment FFO:

 

 

 

 

 

 

 

 

 

Interest expense

 

$

(34,423

)

$

(30,273

)

$

(99,755

)

$

(95,116

)

Interest income

 

1,223

 

808

 

4,325

 

2,681

 

General and administrative expense

 

(6,892

)

(4,877

)

(20,930

)

(16,222

)

Gain on land sales

 

3,387

 

1,383

 

9,070

 

6,293

 

Impairment charges on depreciable property

 

 

 

 

(500

)

Other income (expenses)

 

(674

)

(546

)

(219

)

(1,902

)

Minority interest in earnings of subsidiaries

 

(275

)

(296

)

(1,007

)

(768

)

Minority interest in earnings of common unitholders

 

(2,928

)

(3,958

)

(9,970

)

(11,180

)

Minority interest in earnings of preferred unitholders

 

 

(1,401

)

 

(4,205

)

Minority interest share of FFO adjustments

 

(4,574

)

(4,815

)

(14,562

)

(14,156

)

Joint venture FFO

 

10,907

 

11,827

 

30,398

 

32,566

 

Dividends on preferred shares

 

(8,320

)

(9,415

)

(24,321

)

(26,919

)

Adjustment for redemption of preferred stock

 

 

 

(3,645

)

 

Discontinued operations, net of minority interest

 

(285

)

2,502

 

2,656

 

9,988

 

Consolidated FFO

 

89,277

 

84,730

 

256,982

 

242,252

 

Depreciation and amortization on continuing operations

 

(61,447

)

(46,163

)

(164,109

)

(136,526

)

Depreciation and amortization on discontinued operations

 

(64

)

(2,087

)

(3,050

)

(6,013

)

Share of joint venture adjustments

 

(4,686

)

(4,459

)

(13,883

)

(14,236

)

Earnings (loss) from joint venture and depreciable property sales on continuing operations

 

 

11

 

(130

)

6,746

 

Earnings from depreciated property sales on discontinued operations

 

14,873

 

3,338

 

19,757

 

5,821

 

Minority interest share of FFO adjustments

 

4,574

 

4,815

 

14,562

 

14,156

 

Net income available for common shareholders

 

$

42,527

 

$

40,185

 

$

110,129

 

$

112,200

 

 

8



 

 

 

 

September 30,
2004

 

December 31,
2003

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Rental Operations:

 

 

 

 

 

 

 

 

 

Office

 

$

3,127,021

 

$

2,884,834

 

 

 

 

 

Industrial

 

2,184,700

 

2,177,483

 

 

 

 

 

Retail

 

95,666

 

47,293

 

 

 

 

 

Service Operations

 

125,739

 

111,318

 

 

 

 

 

Total Segment Assets

 

5,533,126

 

5,220,928

 

 

 

 

 

Non-Segment Assets

 

348,954

 

340,321

 

 

 

 

 

Consolidated Assets

 

$

5,882,080

 

$

5,561,249

 

 

 

 

 

 

In addition to revenues and FFO, the Company also reviews its recurring capital expenditures in measuring the performance of its individual Rental Operations segments. These recurring capital expenditures consist of tenant improvements, leasing commissions and building improvements. These expenditures are reviewed by the Company to determine the costs associated with re-leasing vacant space and maintaining the condition of its properities. The Company’s recurring capital expenditures by segment are summarized as follows for the nine months ended September 30, 2004 and 2003, respectively (in thousands):

 

 

 

2004

 

2003

 

 

 

 

 

Recurring Capital Expenditures

 

 

 

 

 

 

 

 

 

Office

 

$

52,328

 

$

34,354

 

 

 

 

 

Industrial

 

24,610

 

22,342

 

 

 

 

 

Retail

 

22

 

111

 

 

 

 

 

Total

 

$

76,960

 

$

56,807

 

 

 

 

 

 

6.              Real Estate Investments

 

The Company adopted SFAS No. 144, Accounting for the Impairment or Disposal of Long Lived Assets (“SFAS 144”), on January 1, 2002. SFAS 144 requires the Company to report in discontinued operations the results of operations of a property which has either been disposed or is classified as held-for-sale, unless certain conditions are met.

 

As of September 30, 2004, the Company has classified operations of seventy-nine buildings as discontinued operations in accordance with SFAS 144. These seventy-nine buildings consist of sixty-six industrial, eight office and five retail properties. As a result, the Company classified net income, net of minority interest, of $978,000 and $740,000 as discontinued operations for the three months ended September 30, 2004 and 2003, respectively, and $1.4 million and $4.5 million as discontinued operations for the nine months ended September 30, 2004 and

 

9



 

2003, respectively. Thirty-four of the properties classified in discontinued operations were sold during the first nine months of 2004 and eleven properties were sold during the first nine months of 2003; therefore, the gains on disposal of these properties, net of minority interest, of $13.5 million and $3.0 million for the three months ended September 30, 2004 and 2003, respectively, and $18.0 million and $5.2 million for the nine months ended September 30, 2004 and 2003, respectively, are also reported in discontinued operations. The remaining thirty-four properties consist of thirty-one properties sold during the last three months of 2003 and three depreciable properties classified as held-for-sale at September 30, 2004.

 

The following table illustrates the major classes of assets and operations affected by the seventy-nine buildings identified as discontinued operations at September 30, 2004 (in thousands):

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2004

 

2003

 

2004

 

2003

 

Statement of Operations:

 

 

 

 

 

 

 

 

 

Revenues

 

$

2,349

 

$

5,999

 

$

9,268

 

$

21,463

 

Expenses:

 

 

 

 

 

 

 

 

 

Operating

 

634

 

1,770

 

2,644

 

6,189

 

Interest

 

569

 

1,309

 

2,033

 

4,196

 

Depreciation and Amortization

 

64

 

2,087

 

3,050

 

6,013

 

General and Administrative

 

9

 

15

 

15

 

25

 

Operating Income

 

1,073

 

818

 

1,526

 

5,040

 

Other Income

 

 

1

 

 

2

 

Minority interest expense - operating and other income

 

(95

)

(79

)

(138

)

(495

)

Income from discontinued operations, before gain on sale

 

978

 

740

 

1,388

 

4,547

 

Gain on sale of property, net of impairment adjustment

 

14,873

 

3,338

 

19,757

 

5,821

 

Minority interest expense – gain on sales

 

(1,327

)

(325

)

(1,782

)

(572

)

Income from discontinued operations

 

$

14,524

 

$

3,753

 

$

19,363

 

$

9,796

 

 

 

 

September 30, 2004

 

Balance Sheet:

 

 

 

Real estate investments, net

 

$

12,446

 

Other Assets

 

1,343

 

Total Assets

 

$

13,789

 

Accrued Expenses

 

$

25

 

Other Liabilities

 

3

 

Equity

 

13,761

 

Total Liabilities and Equity

 

$

13,789

 

 

The Company allocates interest expense to discontinued operations as permitted under EITF 87-24, “Allocation of Interest to Discontinued Operations,” and has included such interest expense in computing net income from discontinued operations. Interest expense allocable to discontinued operations includes interest on any debt on secured properties included in discontinued operations and an allocable share of the Company’s consolidated unsecured interest expense for unencumbered properties. The allocation of unsecured interest expense to discontinued operations was based upon the gross book value of the discontinued operations unencumbered population relative to the gross book value of the Company’s entire unencumbered population.

 

At September 30, 2004, the Company had four office properties, five industrial properties and one retail property, which comprised approximately 1.7 million square feet classified as held-for-sale. These ten properties consist of three depreciable properties and seven merchant building developments. The net book value of the properties held-for-sale at September 30, 2004, was approximately $77.8 million. There can be no assurance that such properties held for sale will be sold.

 

For the nine months ended September 30, 2004 and 2003, the Company recorded $425,000 and $1.1 million, respectively, of impairment adjustments. The $425,000 of impairment reflects the write-down of the

 

10



 

carrying value of three held-for-sale land parcels contracted to sell in the fourth quarter of 2004. In 2003, the Company recorded $1.1 million of impairment adjustments for one industrial building and three land parcels that were held-for-sale. These adjustments reflected the write-down of the carrying value of the properties to their projected sales price, less selling expenses. Each property was later sold in 2003.

 

7.              Shareholders’ Equity

 

The Company periodically accesses the public equity markets to fund the development and acquisition of additional rental properties or to pay down debt. The proceeds of these offerings are contributed to DRLP in exchange for an additional interest in DRLP.

 

The following series of preferred stock are outstanding as of September 30, 2004 (in thousands, except percentages):

 

Description

 

Shares
Outstanding

 

Dividend
Rate

 

Initial Optional
Redemption
Date

 

Liquidation
Preference

 

Convertible

 

Series B Preferred

 

265

 

7.990

%

September 30, 2007

 

$

132,250

 

No

 

Series I Preferred

 

300

 

8.450

%

February 6, 2006

 

$

75,000

 

No

 

Series J Preferred

 

400

 

6.625

%

August 25, 2008

 

$

100,000

 

No

 

Series K Preferred

 

600

 

6.500

%

February 13, 2009

 

$

150,000

 

No

 

 

All series of preferred shares require cumulative distributions, have no stated maturity date (although the Company may redeem them on or following their initial optional redemption dates) and may be redeemed only at the Company’s option, in whole or in part.

 

The dividend rate on the Series B Preferred Shares increases to 9.99% after September 12, 2012.

 

The Company redeemed its $100.0 million Series E Preferred Shares on January 20, 2004 at par value.

 

The Company called for the redemption of its Series D Convertible Preferred Shares as of March 16, 2004.  Prior to the redemption date, 5,242,635 Series D Convertible Preferred Shares were converted into 4,911,143 Common Shares. The remaining 103,695 Series D Convertible Preferred Shares outstanding on March 16, 2004 were redeemed.

 

The Company issued $150 million of Series K Preferred Shares on February 13, 2004 at a dividend rate of 6.50%.

 

8.              Other Matters

 

Reclassifications

 

Certain 2003 balances have been reclassified to conform to the 2004 presentation.

 

9.              Financial Instruments

 

The Company is exposed to capital market risk, such as changes in interest rates. In order to manage the volatility relating to interest rate risk, the Company may enter into interest rate hedging arrangements from time to time. The Company does not utilize derivative financial instruments for trading or speculative purposes. The Company accounts for derivative instruments under Statement of Financial Accounting Standard No. 133, “Accounting for Derivative Instruments and Hedging Activities” as amended (“SFAS 133”).

 

During the first quarter of 2004, the Company funded a $65 million note receivable secured by a first mortgage on a portfolio of office properties owned by a third party located in Atlanta, Georgia. The note receivable had a maximum two-year term with an interest rate of 5.5% for the first 6 months and 6.5% thereafter. In order to fund the note receivable, the Company borrowed $65 million under a variable interest

 

11



 

rate term loan. The loan bears interest at the rate of is LIBOR + 75 basis points, has a maturity date of January 2005, and contains two six month renewal options. To hedge its variable interest rate risk on the loan, the Company entered into two interest rate swaps totaling $65 million that effectively fixed the rate at 2.184% through maturity. The hedge accounting rules are being used for the swaps, which allow for changes in market value of the swaps to be recorded through Other Comprehensive Income (“OCI”) in equity versus the Statement of Operations. In the third quarter of 2004, the $65 million note receivable was repaid in connection with the Company’s acquisition of the properties that secured the note. However, the Company’s $65 million note payable and related interest swaps were not retired. As of September 30, 2004, the fair value of the hedge was $132,000, which was reflected through an increase in other assets and OCI on the Company’s balance sheet.

 

In June 2004, the Company simultaneously entered into three forward-starting interest rate swaps aggregating $144.3 million, which effectively fixed the rate on financing expected in 2004 at 5.346%, plus the Company’s credit spread over the swap rate. The swaps qualified for hedge accounting under SFAS 133; therefore, changes in the fair value were recorded in OCI.  In August of 2004, the Company settled these three swaps when it issued $250.0 million of unsecured notes with an effective interest rate of 6.33%, due in 2014.  The Company recorded $6.85 million of deferred financing costs associated with the unwinding of the swap, which will be amortized into interest expense over the life of the new 6.33% notes.

 

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (“SFAS 150”). SFAS 150 establishes standards for classifying and measuring as liabilities certain financial instruments that embody obligations of the issuer and have characteristics of both liabilities and equity. SFAS 150 is effective for all financial instruments created or modified after May 31, 2003, and otherwise is effective July 1, 2003. The Company includes the operations of one joint venture in its consolidated financial statements at September 30, 2004. This joint venture is partially owned by unaffiliated parties that have noncontrolling interests. SFAS 150 requires the disclosure of the estimated settlement value of these noncontrolling interests. As of September 30, 2004, the estimated settlement value of the noncontrolling interest in this consolidated joint venture was approximately $1.0 million as compared to the minority interest asset recorded on the Company’s books for this joint venture of $157,000.

 

10.       Debt

 

In August 2004, the Company issued $250 million of 5.40% unsecured notes due in 2014. The notes were issued as part of an exchange of securities for $100 million principal amount of the Company’s 6.95% unsecured debt due August 2004. The remaining cash proceeds were used to finance costs associated with the offering, exchange of debt and to reduce amounts outstanding under the Company’s unsecured line of credit.

 

11.       Stock Based Compensation

 

For all issuances prior to 2002, the Company applies the recognition and measurement provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations in accounting for its stock based compensation. Effective January 1, 2002, the Company prospectively adopted the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, to all awards granted after January 1, 2002.

 

The following table illustrates the effect on net income and earnings per share if the fair value method had been applied to all outstanding and unvested awards in each period (in thousands, except per share amounts).

 

12



 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2004

 

2003

 

2004

 

2003

 

Net income, as reported

 

$

42,527

 

$

40,185

 

$

110,129

 

$

112,200

 

Add: Stock-based employee compensation expense included in net income determined under fair value method

 

101

 

64

 

302

 

96

 

Deduct: Total stock based compensation expense determined under fair value method for all awards

 

(220

)

(239

)

(660

)

(621

)

Proforma net income

 

$

42,408

 

$

40,010

 

$

109,771

 

$

111,675

 

 

 

 

 

 

 

 

 

 

 

Basic net income per share

As reported

 

$

.30

 

$

.30

 

$

.78

 

$

.83

 

 

Pro forma

 

$

.30

 

$

.30

 

$

.78

 

$

.83

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net income per share

As reported

 

$

.30

 

$

.30

 

$

.77

 

$

.82

 

 

Pro forma

 

$

.30

 

$

.29

 

$

.77

 

$

.82

 

 

12.       Subsequent Events

 

Declaration of Dividends

The Company’s Board of Directors declared the following dividends at its October 27, 2004, regularly scheduled Board meeting:

 

Class

 

Quarterly
Amount/Share

 

Record Date

 

Payment Date

 

Common

 

$

0.465

 

November 12, 2004

 

November 30, 2004

 

Preferred (per depositary share):

 

 

 

 

 

 

 

Series B

 

$

0.99875

 

December 17, 2004

 

December 31, 2004

 

Series I

 

$

0.52813

 

December 17, 2004

 

December 31, 2004

 

Series J

 

$

0.41406

 

November 16, 2004

 

November 30, 2004

 

Series K

 

$

0.40625

 

November 16, 2004

 

November 30, 2004

 

 

Agreement to Sell Series L Preferred Stock

On November 2, 2004, the Company agreed to sell $200 million of Series L Preferred Shares, at a dividend rate of 6.60%.  The sale is expected to close on November 30, 2004.

 

13



 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

The Board of Directors

Duke Realty Corporation:

 

We have reviewed the condensed consolidated balance sheet of Duke Realty Corporation and subsidiaries as of September 30, 2004, the related condensed consolidated statements of operations for the three and nine months ended September 30, 2004 and 2003, the related condensed consolidated statements of cash flows for the nine months ended September 30, 2004 and 2003, and the related condensed consolidated statement of shareholders’ equity for the nine months ended September 30, 2004. These condensed consolidated financial statements are the responsibility of the Company’s management.

 

We conducted our review in accordance with standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

 

Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

 

We have previously audited, in accordance with standards established by the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Duke Realty Corporation and subsidiaries as of December 31, 2003, and the related consolidated statements of operations, shareholders’ equity and cash flows for the year then ended (not presented herein); and in our report dated January 28, 2004, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2003, is fairly presented, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

 

 

KPMG LLP

Indianapolis, Indiana

November 9, 2004

 

14


 


 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Cautionary Statement Regarding Forward Looking Statements

 

Certain statements in this quarterly report, including those related to the Company’s future operations, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company, or industry results, to differ materially from any predictions of future results, performance or achievements that we express or imply in this report. Some of the risks, uncertainties and other important factors that may affect future results include, among others:

 

         General economic and business conditions;

         The Company’s continued qualification as a real estate investment trust;

         Competition for tenants and decrease in property occupancy;

         Potential decreases in market rental rates;

         Potential increases in real estate construction costs;

         Potential changes in interest rates;

         Continuing ability to favorably raise debt and equity in the capital markets; and

         Other risks inherent in the real estate business including tenant defaults, potential liability relating to environmental matters and liquidity of real estate investments.

 

This list of risks and uncertainties, however, is not intended to be exhaustive. The Company has on file with the Securities and Exchange Commission (“SEC”) a Current Report on Form 8-K dated July 24, 2003, which contains additional risk factor information.

 

The words “believe,” “estimate,” “expect” and similar expressions or statements regarding future periods are intended to identify forward-looking statements. Although we believe that the plans, expectations and results expressed in or suggested by the forward-looking statements are reasonable, all forward-looking statements are inherently uncertain as they involve substantial risks and uncertainties beyond the Company’s control. New factors emerge from time to time, and it is not possible for us to predict the nature or assess the potential impact of each new factor on the Company’s business. Given these uncertainties, we caution you not to place undue reliance on these forward-looking statements. The Company undertakes no obligation to update or revise any of its forward-looking statements for events or circumstances that arise after the statement is made.

 

Business Overview

 

The Company is a self-administered and self managed real estate investment trust that began operations through a related entity in 1972. As of September 30, 2004, the Company:

 

                 Owned or controlled 896 industrial, office and retail properties (including properties under development), consisting of approximately 114.1 million square feet located in 13 operating platforms; and

                 Owned or controlled approximately 4,600 acres of land with an estimated future development potential of approximately 69 million square feet of industrial, office and retail properties.

 

The Company provides the following services for its properties and for certain properties owned by third parties and joint ventures:

                 leasing;

                 management;

                 construction;

 

15



 

                 development; and

                 other tenant-related services.

 

The Company’s operating results depend primarily upon income from the Rental Operations of its properties. This rental income is substantially influenced by the supply and demand for the Company’s rental space. The Company’s continued growth is dependent upon its ability to maintain occupancy rates and increase rental rates of its in-service portfolio. The Company’s strategy for growth also includes developing and acquiring additional rental properties.

 

The following highlights the areas of Rental Operations that the Company considers critical for future revenue growth (all square footage totals and occupancy percentages reflect 100% of both wholly-owned properties and properties in joint ventures):

 

Occupancy Analysis: As discussed above, the ability to maintain occupancy rates is a principal driver of the Company’s results of operations. The following table sets forth occupancy information regarding the Company’s in-service portfolio of rental properties as of September 30, 2004 and 2003 (in thousands, except percent occupied):

 

 

 

Total
Square Feet

 

Percent of
Total Square Feet

 

Percent Occupied

 

Type

 

2004

 

2003

 

2004

 

2003

 

2004

 

2003

 

Industrial

 

 

 

 

 

 

 

 

 

 

 

 

 

Service Centers

 

13,011

 

13,636

 

11.9

%

12.9

%

84.5

%

88.2

%

Bulk

 

67,469

 

65,700

 

61.5

%

62.0

%

92.0

%

89.6

%

Office

 

28,569

 

25,644

 

26.0

%

24.2

%

86.9

%

85.7

%

Retail

 

708

 

933

 

0.6

%

0.9

%

99.3

%

98.0

%

Total

 

109,757

 

105,913

 

100.0

%

100.0

%

 

 

 

 

 

Lease Expiration: The following table reflects the Company’s in-service portfolio lease expiration schedule as of September 30, 2004, by property type indicating square footage and annualized net effective rents under expiring leases (in thousands, except per square foot amounts):

 

 

 

Total
Portfolio

 

Industrial

 

Office

 

Retail

 

Year of
Expiration

 

Square
Feet

 

Ann. Rent
Revenue

 

Percent of
Revenue

 

Square
Feet

 

Ann. Rent
Revenue

 

Square
Feet

 

Ann. Rent
Revenue

 

Square
Feet

 

Ann. Rent
Revenue

 

2004

 

3,225

 

$

20,284

 

3

%

2,471

 

$

11,088

 

754

 

$

9,196

 

 

$

 

2005

 

11,975

 

82,801

 

13

%

9,405

 

46,371

 

2,559

 

36,279

 

11

 

151

 

2006

 

11,403

 

77,652

 

11

%

8,994

 

44,590

 

2,409

 

33,062

 

 

 

2007

 

12,969

 

84,414

 

12

%

10,023

 

46,315

 

2,927

 

37,913

 

19

 

186

 

2008

 

13,287

 

81,339

 

12

%

10,530

 

45,818

 

2,738

 

35,183

 

19

 

338

 

2009

 

12,125

 

83,900

 

12

%

8,700

 

39,390

 

3,417

 

44,380

 

8

 

130

 

2010

 

8,183

 

62,108

 

9

%

5,905

 

29,293

 

2,270

 

32,652

 

8

 

163

 

2011

 

4,861

 

38,429

 

6

%

3,398

 

16,331

 

1,444

 

21,759

 

19

 

339

 

2012

 

5,188

 

32,958

 

5

%

3,807

 

14,813

 

1,374

 

17,812

 

7

 

333

 

2013

 

3,911

 

41,218

 

6

%

1,651

 

7,635

 

2,203

 

32,752

 

57

 

831

 

2014 and Thereafter

 

11,493

 

74,746

 

11

%

8,205

 

31,527

 

2,734

 

39,162

 

554

 

4,057

 

Total Leased

 

98,620

 

$

679,849

 

100

%

73,089

 

$

333,171

 

24,829

 

$

340,150

 

702

 

$

6,528

 

Total Portfolio Square Feet

 

109,757

 

 

 

 

 

80,480

 

 

 

28,569

 

 

 

708

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Percent Occupied

 

89.9

%

 

 

 

 

90.8

%

 

 

86.9

%

 

 

99.3

%

 

 

 

16



 

Future Development: The Company expects to realize growth in earnings from Rental Operations through the development and acquisition of additional rental properties in its primary markets. Specifically, the Company

has 4.3 million square feet of properties under development at September 30, 2004. These properties should provide future earnings through Service Operations income upon sale or from Rental Operations growth as they are placed in service.  A summary of the properties under development as of September 30, 2004 follows (in thousands, except percent leased and anticipated stabilized returns):

 

Anticipated
In-Service
Date

 

Square
Feet

 

Percent
Leased

 

Project
Costs

 

Anticipated
Stabilized
Return

 

Held For Rental:

 

 

 

 

 

 

 

 

 

4th Quarter 2004

 

893

 

48

%

34,202

 

10.3

%

1st Quarter 2005

 

2,234

 

36

%

65,163

 

9.8

%

2nd Quarter 2005

 

123

 

100

%

6,408

 

9.5

%

Thereafter

 

80

 

 

9,182

 

10.5

%

 

 

3,330

 

41

%

$

114,955

 

10.0

%

Build-to-Suit for Sale:

 

 

 

 

 

 

 

 

 

4th Quarter 2004

 

31

 

100

%

3,011

 

11.3

%

1st Quarter 2005

 

888

 

100

%

25,731

 

8.0

%

2nd Quarter 2005

 

47

 

100

%

6,377

 

9.6

%

Thereafter

 

 

 

 

 

 

 

966

 

100

%

$

35,119

 

8.6

%

Total

 

4,296

 

54

%

$

150,074

 

9.6

%

 

Lease Renewals: The Company renewed 71.3% and 72.1% of leases up for renewal in the three and nine months ended September 30, 2004, totaling 1.9 million and 6.9 million square feet, respectively. This compares to renewals of 76.5% and 70.9% for the three and nine months ended September 30, 2003, totaling 2.4 million and 5.0 million square feet.  The average term of renewals for the three and nine months ended September 30, 2004, remained generally consistent at 3.1 years and 3.8 years compared to an average term of 3.6 years and 3.2 years for first three and nine months ended September 30, 2003.

 

Funds From Operations

 

Funds From Operations (“FFO”) is used by industry analysts and investors as a supplemental operating performance measure of an equity real estate investment trust (“REIT”). FFO is calculated in accordance with the definition that was adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). FFO, as defined by NAREIT, represents net income (loss) determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”), excluding extraordinary items as defined under GAAP and gains or losses from sales of previously depreciated operating real estate assets, plus certain non-cash items such as real estate asset depreciation and amortization, and after similar adjustments for unconsolidated partnerships and joint ventures.

 

Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry investors and analysts have considered presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. Thus, NAREIT created FFO as a supplemental measure of REIT operating performance that excludes historical cost depreciation, among other items, from GAAP net income. Management believes that the use of FFO, combined with the required primary GAAP presentations, has improved the understanding of operating results of REITs among the investing public and made comparisons of REIT operating results more meaningful. Management considers FFO to be a useful measure for reviewing comparative operating and financial performance (although FFO should be reviewed in conjunction with net income which remains the primary measure of performance) because by excluding gains or losses related to sales of previously depreciated operating real estate assets and excluding real estate asset depreciation and amortization, FFO assists in comparing the operating performance of a company’s real estate between periods or as compared to different companies.

 

17



 

The following table summarizes the calculation of FFO for the three and nine months ended September 30, 2004 and 2003 (in thousands):

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2004

 

2003

 

2004

 

2003

 

Net income available for common shareholders

 

$

42,527

 

$

40,185

 

$

110,129

 

$

112,200

 

Add back (deduct):

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

61,511

 

48,250

 

167,159

 

142,539

 

Share of joint venture adjustments

 

4,686

 

4,459

 

13,883

 

14,236

 

Earnings from depreciable property dispositions

 

(14,873

)

(3,349

)

(19,627

)

(12,567

)

Minority interest share of add-backs

 

(4,574

)

(4,815

)

(14,562

)

(14,156

)

Funds From Operations

 

$

89,277

 

$

84,730

 

$

256,982

 

$

242,252

 

 

Results of Operations

 

A summary of the Company’s operating results and property statistics for the three and nine months ended September 30, 2004 and 2003, is as follows (in thousands, except number of properties and per share amounts):

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2004

 

2003

 

2004

 

2003

 

Rental Operations revenue from continuing operations

 

$

194,971

 

$

178,656

 

$

571,044

 

$

531,643

 

Service Operations revenues

 

17,434

 

12,693

 

43,608

 

33,776

 

Earnings from Rental Operations

 

35,727

 

49,285

 

124,602

 

135,209

 

Earnings from Service Operations

 

6,341

 

4,471

 

13,106

 

11,407

 

Operating income

 

35,176

 

48,879

 

116,778

 

130,394

 

Net income available for common shareholders

 

$

42,527

 

$

40,185

 

$

110,129

 

$

112,200

 

Weighted average common shares outstanding

 

142,273

 

135,706

 

140,930

 

135,423

 

Weighted average common and dilutive potential common shares

 

157,105

 

151,244

 

156,956

 

150,965

 

Basic income per common share:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

.20

 

$

.27

 

$

.64

 

$

.76

 

Discontinued operations

 

$

.10

 

$

.03

 

$

.14

 

$

.07

 

Diluted income per common share:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

.20

 

$

.27

 

$

.63

 

$

.75

 

Discontinued operations

 

$

.10

 

$

.03

 

$

.14

 

$

.07

 

Number of in-service properties at end of period

 

880

 

908

 

880

 

908

 

In-service square footage at end of period

 

109,757

 

105,914

 

109,757

 

105,914

 

Under development square footage at end of period

 

4,296

 

3,941

 

4,296

 

3,941

 

 

Comparison of Three Months Ended September 30, 2004 to Three Months Ended September 30, 2003

 

Rental Income From Continuing Operations

 

Overall, rental income from continuing operations for the three months ended September 30, 2004, increased from $171.3 million in 2003 to $188.8 million in 2004. The following table reconciles rental income from continuing operations by reportable segment to the Company’s total reported rental income from continuing operations for the three months ended September 30, 2004 and 2003 (in thousands):

 

 

 

Three Months Ended September 30,

 

 

 

2004

 

2003

 

Office

 

$

115,108

 

104,894

 

Industrial

 

70,827

 

64,267

 

Retail

 

1,409

 

1,447

 

Non-segment

 

1,407

 

680

 

Total

 

$

188,751

 

$

171,288

 

 

Although the Company’s three reportable segments comprising Rental Operations (office, industrial and retail) are all within the real estate industry, they are not necessarily affected by the same economic and industry

 

18



 

conditions. The primary causes of the increase in rental income from continuing operations, with specific references to a particular segment when applicable, are summarized below:

                  The Company’s in-service occupancy increased to 89.9% at September 30, 2004, from 88.6% at September 30, 2003.  Increases in the bulk industrial and office portfolio occupancies were the main reasons for the Company’s overall occupancy increase.

                  During the last quarter of 2003 and the first three quarters of 2004, the Company acquired twenty-seven new properties and placed sixteen development projects in-service. These acquisitions and developments are the primary factors in the overall $17.5 million increase in rental revenue for the three months ended September 30, 2004, compared to the same period in 2003. Twenty-one of the twenty-seven property acquisitions and five development projects were office properties. These office acquisitions and developments were the primary reasons for the $10.2 million increase in office rental income. During the last quarter of 2003 and in the first three quarters of 2004, the Company acquired four and developed ten industrial buildings.

                  Straight-line rental income for the third quarter of 2004 decreased slightly to $4.5 million compared to $5.5 million in 2003. Even though straight-line rental income decreased, the Company has continued the use of free rent concessions as an incentive to attract quality tenants in competitive markets. The effect of these concessions is reflected in straight-line rental income over the life of the leases.

                  Lease termination fees totaled $4.7 million for the third quarter 2004, compared to $1.2 million for the same period in 2003.  Most of these termination fees were realized in the industrial portfolio, which had termination fees of $3.2 million during the third quarter of 2004 compared to $554,000 for the third quarter of 2003. Of the $3.2 million of industrial terminations, $2.7 million was associated with a single tenant.

 

Rental Expenses and Real Estate Taxes

 

The following table reconciles rental expenses and real estate taxes by reportable segment to the Company’s total reported amounts in the statement of operations for the three months ended September 30, 2004 and 2003 (in thousands):

 

 

 

Three Months Ended September 30,

 

 

 

2004

 

2003

 

Rental Expenses:

 

 

 

 

 

Office

 

$

30,986

 

$

26,723

 

Industrial

 

9,799

 

8,183

 

Retail

 

95

 

126

 

Non-segment

 

90

 

67

 

Total

 

$

40,970

 

$

35,099

 

 

 

 

 

 

 

Real Estate Taxes:

 

 

 

 

 

Office

 

$

12,580

 

$

9,800

 

Industrial

 

8,577

 

6,997

 

Retail

 

114

 

99

 

Non-segment

 

1,133

 

940

 

Total

 

$

22,404

 

$

17,836

 

 

The overall increase in rental expenses and real estate taxes is the result of the Company’s increased real estate assets associated with the acquisitions and developments as noted above.

 

Interest Expense

 

The increase in interest expense from $30.3 million for the third quarter of 2003 to $34.4 million for the same period in 2004 is primarily attributable to the additional $540.0 million of unsecured debt which was issued by the Company since September 2003, compared to unsecured debt retirements of only $100.0 million during that same time period. The increase in unsecured debt is the result of the Company issuing unsecured debt to take advantage of the favorable interest environment and to fund new developments and acquisitions.

 

19



 

Depreciation and Amortization

 

Depreciation and amortization expense increased from $46.2 million during the three months ended September 30, 2003 to $61.4 million for the same period in 2004.

 

The following highlights the significant changes in depreciation expense for these time periods:

                  Depreciation expense on tenant improvements increased by $7.5 million, which is reflective of increased leasing activity over the past year.

                  Amortization expense of in place lease intangible assets associated with acquisitions increased by $4.0 million, which reflects the acquisition activity in the last three months of 2003 and the first nine months of 2004.

                  Depreciation expense on building assets has increased by $1.0 million as a result of the Company increasing its held for investment portfolio by $167.5 million over the past year.

 

Service Operations

 

Service Operations primarily consist of the Company’s build-to-suit for sale operations and the leasing, management, construction and development services for joint venture properties and properties owned by third parties. Service Operations revenues increased from $12.7 million for the three months ended September 30, 2003 to $17.4 million for the three months ended September 30, 2004, primarily as a result of the following:

                  Net revenue from work performed as general contractor for third-party construction jobs decreased from $7.6 million for the three months ended September 30, 2003, to $6.6 million for the three months ended September 30, 2004, respectively. The decrease is reflective of the realization of lower profit margins on third party construction contracts in 2004, despite volume increases in 2004 over 2003. The Company has been successful in increasing the volume of its third party construction contracts in late 2003 and 2004, but at lower margins in order to generate additional volume. During the second and third quarters of 2004, the Company has been more selective on new third party contracts resulting in an increase in the margin of new deals signed, which will have a positive effect on Service Operations profitability in 2005.

                  The Company’s merchant building development and sales program, whereby a building is developed by the Company and then sold, is a significant component of Construction and Development income. During the third quarter of 2004, the Company sold two such properties for a gain of nearly $4.6 million as compared to no merchant building sales in the third quarter of 2003. Profit margins on these types of building sales fluctuate by sale depending on the type of property being sold, the strength of the underlying tenant and nature of the sale, such as a pre-contracted purchase price for a primary tenant versus a sale on the open market.

 

Service Operations expenses increased from $8.2 million for the three months ended September 30, 2003, to $11.1 million for the three months ended September 30, 2004, respectively. This increase reflects greater costs associated with the increased third party construction volume and income tax expense on the merchant building sales noted above.

 

General and Administrative Expense

 

General and administrative expenses increased from $4.9 million to $6.9 million for the three months ended September 30, 2003, compared to the same period in 2004. The Company experienced an increase in overall expenses as a result of increased staffing and employee compensation to support business expansion for the quarter ended September 30, 2004, compared to the same period in 2003.

 

20



 

Other Income and Expenses

 

Earnings from sale of land and ownership interests in unconsolidated companies is comprised of the following amounts for the three months ended September 30, 2004 and 2003 (in thousands):

 

 

 

Three Months Ended September 30,

 

 

 

2004

 

2003

 

 

 

 

 

 

 

Gain on land sales

 

$

3,712

 

$

1,383

 

Gain (loss) on sale of joint venture interest

 

 

11

 

Impairment adjustment for land

 

(325

)

 

Total

 

$

3,387

 

$

1,394

 

 

Gain on land sales are derived from sales of undeveloped land owned by the Company. The Company pursues opportunities to dispose of land in markets with a high concentration of undeveloped land and those markets where the land no longer meets strategic development plans of the Company.

 

For the three months ended September 30, 2004, the Company recorded $325,000 of impairment charges associated with contracts to sell three land parcels.

 

Discontinued Operations

 

The Company has classified the operations of seventy-nine buildings as discontinued operations at September 30, 2004. These seventy-nine buildings consist of sixty-six industrial, eight office and five retail properties. As a result, the Company classified net income from operations, net of minority interest, of $978,000 and $740,000 as net income from discontinued operations for the three months ended September 30, 2004 and 2003, respectively. In addition, twenty-eight of the properties classified in discontinued operations were sold during the third quarter of 2004 and two properties were sold during the third quarter of 2003; therefore, the gains on disposal of these properties, net of minority interest, of $13.5 million and $3.0 million, respectively, are also reported in discontinued operations. The remaining forty-nine properties consist of forty properties sold in 2003, six properties sold during the first and second quarter of 2004 and three properties classified as held-for-sale at September 30, 2004.

 

Comparison of Nine Months Ended September 30, 2004 to Nine Months Ended September 30, 2003

 

Rental Income From Continuing Operations

 

Overall, rental income from continuing operations increased from $513.3 million in 2003 to $554.5 million in 2004. The following table reconciles rental income from continuing operations by reportable segment to the Company’s total reported rental income from continuing operations for the nine months ended September 30, 2004 and 2003 (in thousands):

 

 

 

Nine Months Ended September 30,

 

 

 

2004

 

2003

 

Office

 

$

340,099

 

$

313,334

 

Industrial

 

207,037

 

193,794

 

Retail

 

3,632

 

4,367

 

Non-segment

 

3,761

 

1,818

 

Total

 

$

554,529

 

$

513,313

 

 

The primary causes of the increase in rental income from continuing operations, with specific references to a particular segment when applicable, are summarized below:

                  During the last quarter of 2003 and the first nine months of 2004, the Company acquired twenty-seven new properties and placed sixteen development projects in-service. These acquisitions and developments are the primary factor in the overall $41.2 million increase in rental revenue for the

 

21



 

nine months ended September 30, 2004, compared to the same period in 2003. Twenty-one of the twenty-seven property acquisitions and five development projects were within the office segment. These office acquisitions and developments were the primary reason for the $26.8 million increase in office rental income. During the same period in 2003 and 2004, the Company acquired four and developed ten industrial buildings, which are the main factors causing the $13.2 million increase in industrial rental income.

                  The increase in the Company’s rental income was also the result of the Company’s in-service occupancy increasing to 89.9% at September 30, 2004, from 88.6%  at September 30, 2003.

                  Straight-line rental income for the nine months ended September 30, 2004, totaled approximately $15.3 million compared to $17.0 million in 2003, which reflects the Company’s continued use of free rent concessions as an incentive to attract quality tenants in competitive markets primarily on office leases. The effect of these concessions is reflected in straight-line rental income over the life of the leases.

                  The rental income shown above includes lease termination fees. The termination fee component of rental income totaled $11.2 million for the nine months ended September 30, 2004, compared to $12.1 million for the same period in 2003. The office portfolio had termination fees of $6.8 million during the nine months ended September 30, 2004, compared to $10.3 million for the same period in 2003. In 2003, $5.9 million of the $10.3 million of office termination fees was associated with a single tenant. Industrial termination fees have increased from $1.7 million for the nine months ended September 30, 2003 to $4.4 million for the same period in 2004. Of the $4.4 million of industrial terminations, $2.7 million was associated with a single tenant.

 

Rental Expenses and Real Estate Taxes

 

The following table reconciles rental expenses and real estate taxes by reportable segment to the Company’s total reported amounts in the statement of operations for the nine months ended September 30, 2004 and 2003 (in thousands):

 

 

 

Nine Months Ended September 30,

 

 

 

2004

 

2003

 

Rental Expenses:

 

 

 

 

 

Office

 

$

87,635

 

$

78,404

 

Industrial

 

29,013

 

27,061

 

Retail

 

353

 

476

 

Non-segment

 

417

 

659

 

Total

 

$

117,418

 

$

106,600

 

 

 

 

 

 

 

Real Estate Taxes:

 

 

 

 

 

Office

 

36,743

 

31,717

 

Industrial

 

25,368

 

21,869

 

Retail

 

412

 

103

 

Non-segment

 

2,637

 

4,503

 

Total

 

$

65,160

 

$

58,192

 

 

The overall rental expense increase is the result of the Company’s increased real estate assets associated with acquisitions and developments as noted above.

 

Interest Expense

 

The increase in interest expense from $95.1 million for the nine months ended September 30, 2003, to $99.8 million for the same period in 2004 is primarily attributable to the additional $540.0 million of unsecured debt which was issued by the Company since September 3003, compared to unsecured debt retirements of only $100.0 million during that same time period. In the last year the Company has continued to issue unsecured debt, to take advantage of the favorable interest environment and to fund new developments and acquisitions.

 

22



 

Depreciation and Amortization

 

Depreciation and amortization expense increased from $136.5 million during the nine months ended September 30, 2003 to $164.1 million for the same period in 2004.

 

The following highlights the significant changes in expense during this period:

                  Depreciation expense on tenant improvements increased by $11.6 million, which is reflective of increased leasing activity over the past twelve month period.

                  Amortization expense of in place lease intangible assets associated with acquisitions increased by $9.4 million, which reflects the increased acquisition activity since the last three months of 2003 and first nine months of 2004.

                  Depreciation expense on buildings increased by $2.1 million, which is reflective of the net increase in the held for investment portfolio over the past twelve months resulting from acquisition and development activity outpacing dispositions.

 

Service Operations

 

Service Operations primarily consist of the Company’s build-to-suit for sale operations and the leasing, management, construction and development services for joint venture properties and properties owned by third parties. Service Operations revenues increased from $33.8 million for the nine months ended September 30, 2003, to $43.6 million for the nine months ended September 30, 2004, primarily as a result of the following:

                  Net revenue from work performed as general contractor for third-party construction jobs decreased from $19.8 million to $19.7 million for the nine months ended September 30, 2003 and 2004, respectively. During the nine months ended September 30, 2004, the Company has experienced an increase in the volume of third-party work, but the margins associated with this work have been lower. The Company accepted these lower margin jobs in order to increase its overall third-party volume. While margins associated with this work have been lower in the first nine months, the Company has noted an increase in margins of new deals signed during the second and third quarters of 2004. The Company has been more selective on new third party contracts, which will have a positive effect on Service Operations profitability in 2005.

                  The Company’s merchant building development and sales program whereby a building is developed by the Company and then sold is a signficant component of Construction and Development income. During 2004, the Company sold four such properties for a gain of nearly $9.2 million as compared to one such sale in 2003 for a gain of $743,000. Profit margins on these types of building sales fluctuate by sale depending on the type of property being sold, the strength of the underlying tenant and nature of the sale, such as a pre-contracted purchase price for a primary tenant versus a sale on the open market.

 

Service Operations expenses increased from $22.4 million to $30.5 million for the nine months ended September 30, 2003 and 2004, respectively. This increase reflects greater costs being incurred by Service Operations as a result of the increase in the Company’s third party construction volume and merchant building sales activity for the nine months ended September 30, 2004, compared to the same period in 2003.

 

General and Administrative Expense

 

General and administrative expenses increased from $16.2 million for the nine months ended September 30, 2003, to $20.9 million for the same period in 2004.  The Company experienced an increase in overall expenses as a result of increased staffing and employee compensation to support business expansion for the nine months ended September 30, 2004, compared to the same period in 2003.

 

23



 

Other Income and Expenses

 

Earnings from sale of land and ownership interests in unconsolidated companies is comprised of the following amounts for the nine months ended September 30, 2004 and 2003 (in thousands):

 

 

 

Nine Months Ended September 30,

 

 

 

2004

 

2003

 

 

 

 

 

 

 

Gain on land sales

 

$

9,495

 

$

6,853

 

Gain on sale of joint venture interest

 

50

 

6,266

 

Loss on sale of depreciable property

 

(180

)

(20

)

Impairment adjustment for land

 

(425

)

(560

)

Total

 

$

8,940

 

$

12,539

 

 

Gain on land sales are derived from sales of undeveloped land owned by the Company. The Company pursues opportunities to dispose of land in markets with a high concentration of undeveloped land and those markets where the land no longer meets strategic development plans of the Company.

 

In the first quarter 2003, the Company sold its interest in a joint venture that owned and operated depreciable investment property. The Company was a 50% partner in this joint venture. The joint venture developed and operated real estate assets; thus, the gain was not included in operating income.

 

Loss on sale of depreciable property represents post sale expenses incurred that are associated with properties not in the discontinued population.

 

The Company recorded $425,000 and $560,000 of impairment charges associated with contracts to sell land parcels for the nine months ended September 30, 2004 and 2003, respectively.

 

Discontinued Operations

 

The Company has classified operations of seventy-nine buildings as discontinued operations as of September 30, 2004. These seventy-nine buildings consist of sixty-six industrial, eight office and five retail properties. As a result, the Company classified net income from operations, net of minority interest, of $1.4 million and $4.5 million as net income from discontinued operations for the nine months ended September 30, 2004 and 2003, respectively. In addition, thirty-four of the properties classified in discontinued operations were sold during the first nine months of 2004 and eleven properties were sold during the first nine months of 2003; therefore, the gains on disposal of these properties, net of minority interest, of $18.0 million and $5.2 million, respectively, are also reported in discontinued operations. The remaining thirty-four properties consist of thirty-one properties sold throughout the last three months of 2003 and three properties classified as held-for-sale at September 30, 2004.

 

Liquidity and Capital Resources

 

Sources of Liquidity

 

The Company expects to meet its short-term liquidity requirements over the next twelve months, including payments of dividends and distributions as well as recurring capital expenditures relating to maintaining the Company’s current real estate assets, primarily through the following:

 

            working capital; and

            net cash provided by operating activities.

 

The Company historically has not used any other sources of funds to pay for recurring capital expenditures on its current real estate investments. However, as a result of the recent significant increases in occupancy and the amount of funds required to pay for tenant improvements and leasing commissions associated with the high leasing volume, the Company has temporarily supplemented these sources with a relatively small amount of property disposition proceeds and may continue to do so for the foreseeable future.

 

24



 

The Company expects to meet long-term liquidity requirements, such as scheduled mortgage debt maturities, refinancing of long-term debt, preferred stock redemptions, the retirement of unsecured notes and amounts outstanding under the unsecured credit facility, property acquisitions, financing of development activities and other non-recurring capital improvements, primarily through the following sources:

            issuance of additional unsecured notes;

            issuance of additional preferred stock;

            undistributed cash provided by operating activities, if any; and

            proceeds received from real estate dispositions. 

 

Rental Operations

The Company believes that its principal source of liquidity, cash flows from Rental Operations, provides a stable source of cash to fund operational expenses. The Company believes that this cash-based revenue stream is substantially aligned with revenue recognition (except for periodic straight-line rental income accruals) as cash receipts from the leasing of rental properties are generally received in advance of or in a short time following the actual revenue recognition. The Company is subject to risks of decreased occupancy as a result of market conditions as well as tenant defaults and bankruptcies, and potential reduction in rental rates upon renewal or re-letting of properties, which would result in reduced cash flow from operations. However, management believes that these risks are mitigated by the Company’s strong market presence in most of its locations and the fact that the Company performs in-house credit review and analysis on major tenants and all significant leases before they are executed.

 

Credit Facilities

The Company has one unsecured line of credit available at September 30, 2004, described as follows (in thousands):

 

Description

 

Borrowing
Capacity

 

Maturity
Date

 

Interest
Rate

 

Outstanding
at September 30, 2004

 

Unsecured Line of Credit

 

$

500,000

 

January 2007

 

LIBOR + .60

%

$

339,000

 

 

The line of credit is used to fund development activities, acquire additional rental properties and provide working capital.

 

The line of credit provides the Company with an option to obtain borrowings from financial institutions that participate in the line, at rates lower than the stated interest rate, subject to certain restrictions. Amounts outstanding on the unsecured line of credit at September 30, 2004, range from LIBOR + .24% to .60% (1.88% to 2.44% at September 30, 2004).

 

The line of credit also contains financial covenants that require the Company to meet defined levels of performance.  As of September 30, 2004, the Company is in compliance with all covenants and expects to remain in compliance for the foreseeable future.

 

Debt and Equity Securities

 

At September 30, 2004, the Company has on file with the SEC an effective shelf registration statement that permits the Company to sell up to an additional $295 million of unsecured debt securities and $250.7 million of common and preferred stock.  From time-to-time, the Company expects to issue additional securities under these registration statements to fund development and acquisition of additional rental properties and to fund the repayment of the credit facilities and other long-term debt upon maturity.

 

The indenture governing the Company’s unsecured notes also requires the Company to comply with financial ratios and other covenants regarding the operations of the Company. The Company is currently in compliance with all such covenants as of September 30, 2004 and expects to remain in compliance for the foreseeable future.

 

25



 

In January 2004, the Company completed a $125 million unsecured debt offering at an effective interest rate of 3.4%, due January 2008.

 

In February 2004, the Company issued Series K Preferred Shares totaling $150 million at a dividend rate of 6.50%.

 

In August 2004, the Company issued $250 million of 5.40% unsecured notes due in 2014. The notes were issued as part of an exchange of securities for $100 million principal amount of the Company’s 6.95%

unsecured debt due August 2004. The remaining cash proceeds were used to finance the cancellation of the related call option with respect to the exchange of the debt, to finance expenses associated with the offering and to reduce amounts outstanding under the Company’s unsecured line of credit.

 

On November 2, 2004, the Company agreed to sell $200 million of Series L Preferred Shares, at a dividend rate of 6.60%.  The sale is expected to close on November 30, 2004.

 

Sale of Real Estate Assets

The Company utilizes sales of real estate assets as an additional source of liquidity. The Company continues to pursue opportunities to sell real estate assets and prune its older portfolio properties when beneficial and in-line with the Company’s long-term strategy.

 

Uses of Liquidity

 

The Company’s principal uses of liquidity include the following:

 

                 Property investments;

                 Recurring leasing/capital costs;

                 Dividends and distributions to shareholders and unitholders;

                 Long-term debt maturities; and

                 Other contractual obligations.

 

Property Investments and Other Capital Expenditures

 

One of the Company’s principal uses of its liquidity is to fund the development, acquisition and recurring leasing/capital expenditures of its real estate investments.

 

A summary of the Company’s recurring capital expenditures for the nine months ended September 30, 2004 and 2003, is as follows (in thousands, except weighted average interest rate of future repayments):

 

 

 

2004

 

2003

 

 

 

 

 

 

 

Tenant improvements

 

$

41,968

 

$

28,078

 

Leasing costs

 

20,313

 

15,993

 

Building improvements

 

14,679

 

12,736

 

Totals

 

$

76,960

 

$

56,807

 

 

The large increase in these expenditures in 2004 coincides with the Company’s increase in occupancy and the related increased leasing volume.

 

Debt Maturities

 

Debt outstanding at September 30, 2004, totaled $2.7 billion with a weighted average interest rate of 5.52% maturing at various dates through 2028. The Company had $2.5 billion of unsecured debt and approximately $204.9 million of secured debt outstanding at September 30, 2004. Scheduled principal amortization of such debt totaled $5.7 million for the nine months ended September 30, 2004.

 

26



 

Following is a summary of the scheduled future amortization and maturities of the Company’s indebtedness at September 30, 2004 (in thousands, except weighted average interest rate of future repayments):

 

Year

 

Future Repayments

 

Weighted Average
Interest Rate of
Future Repayments

 

Scheduled
Amortization

 

Maturities

 

Total

 

 

 

 

 

 

 

 

 

 

2004

 

$

1,924

 

$

50,000

 

$

51,924

 

7.21

%

2005

 

8,687

 

270,980

 

279,667

 

6.04

%

2006

 

8,317

 

165,186

 

173,503

 

6.34

%

2007

 

6,891

 

553,615

 

560,506

 

3.46

%

2008

 

6,031

 

259,028

 

265,059

 

4.92

%

2009

 

5,867

 

275,000

 

280,867

 

7.37

%

2010

 

5,313

 

175,000

 

180,313

 

5.39

%

2011

 

4,647

 

175,000

 

179,647

 

6.93

%

2012

 

3,332

 

200,000

 

203,332

 

5.85

%

2013

 

3,049

 

150,000

 

153,049

 

4.64

%

Thereafter

 

9,650

 

322,112

 

331,762

 

6.34

%

 

 

$

63,708

 

$

2,595,921

 

$

2,659,629

 

5.52

%

 

Historical Cash Flows

 

Cash and cash equivalents were zero and $931,000 at September 30, 2004 and 2003, respectively. The following highlights significant changes in net cash, associated with the Company’s operating, investing and financing activities (in millions):

 

 

 

Nine Months Ended September 30,

 

 

 

2004

 

2003

 

Net Cash Provided by Operating Activities

 

$

274.1

 

$

234.8

 

 

 

 

 

 

 

Net Cash Used by Investing Activities

 

$

(358.9

)

$

(263.1

)

 

 

 

 

 

 

Net Cash Provided by Financing Activities

 

$

72.1

 

$

11.8

 

 

Operating Activities

 

Cash flows from operating activities provide the cash necessary to meet normal operational requirements of the Company’s rental operations and its build-for-sale activities. The receipt of rental income from rental operations continues to provide the primary source of revenues and operating cash flows for the Company. In addition, the Company also develops buildings with the intent to sell, which provides another significant source of operating cash flow activity.

                  During the nine months ended September 30, 2004, the Company incurred build-for-sale development costs of $27.3 million as compared to $41.9 million for the nine months ended September 30, 2003. The difference is reflective of the timing of activity in the held for sale pipeline as the Company had significant sales of held for sale properties during the fourth quarter of 2003; thus, the development costs were much higher for the first nine months of 2003. The 2004 pipeline is presently being replenished as evidenced by the September 30, 2004 backlog of projects with anticipated costs of $86.4 million.

                  The Company sold four build-for-sale properties in the first nine months of 2004, for a gain of $9.2 million as compared to one sale in the first nine months of 2003 for a gain of $743,000.

 

Investing Activities

Investing activities are one of the primary uses of the Company’s liquidity. Development and acquisition activity typically generates additional rental revenues and provides cash flows for operational requirements. Highlights of significant cash uses are as follows:

 

27



 

                  Development costs decreased to $97.8 million for the nine months ended September 30, 2004 from $100.8 million for the same period in 2003. The decrease reflects the lower development volume carried over from 2003, as a result of fewer development opportunities in 2003.

                  The Company acquired $204.4 million of real estate in the first nine months of 2004 as compared to $108.1 million for the same period in 2003. This increase was mainly the result of the Northwinds office portfolio acquisition in Atlanta, Georgia. Total costs associated with this acquisition were $138.4 million in September 2004.

                  In the nine months ended September 30, 2004, the Company has significantly increased its costs associated with the acquisition of land held for development. The Company acquired $99.3 million of land in the first nine months of 2004 as compared to $28.1 million for the same period in 2003. These increased acquisitions are a result of future developments the Company is planning.

      Recurring costs for tenant improvements, lease commissions and building improvements have continued to increase. Management anticipates that these costs will remain high as overall portfolio occupancy continues to increase.

                  Sales of land and depreciated property provided $147.4 million in net proceeds for the nine months ended September 30, 2004, compared to $85.7 million in 2003. The Company continues to pursue opportunities to sell real estate assets, in particular its older properties, when beneficial and consistent with the Company’s long-term strategy. Sales of property will continue to be utilized as part of the Company’s capital recycling program to fund acquisitions and new development.

 

Financing Activities

 

In the first nine months of 2004, the Company raised capital by borrowing from the public debt markets and issuing preferred common stock. The following significant items highlight fluctuations in net cash provided by financing activities:

 

                  During the nine months ended September 30, 2004, the Company received approximately $145.0 million in net proceeds from the issuance of its Series K preferred common stock. These preferred shares were issued at a favorable dividend yield of 6.5%. The Series K preferred shares issuance corresponded with the redemption of $102.6 million of Series E preferred shares in January 2004, which carried an 8.25% dividend rate.

                  In February 2004, the Company called for the redemption of all its Series D convertible preferred shares as of March 16, 2004. The redemption price of each depository share of the Series D stock was $25, whereas each depository share was convertible into .93677 shares of the Company’s common stock.  Since the value of the Company’s common stock was well in excess of the $26.68 strike price per share during the redemption period, the vast majority of the Series D shareholders elected to convert their shares into Company common stock. Prior to the redemption date 5,242,635 Series D convertible preferred depositary shares were converted into 4,911,143 common shares, with the remaining 103,695 Series D convertible preferred depositary shares redeemed for cash on March 16, 2004.

                  The Company took advantage of the low interest rate environment in January when it issued $125.0 million of four year unsecured debt at 3.35%. The net proceeds from this unsecured offering were used to decrease the amounts outstanding under the Company’s line of credit.

                  The Company paid $2.9 million in cash to a group of warrant holders in exchange for the cancellation of their warrants in March 2004. The price paid represented the “in-the money” value of the warrants based upon the difference between the exercise price of the warrants and the price of the Company’s common stock at the exercise date.

 

28



 

                  In August 2004, the Company issued $250 million of 5.40% unsecured notes due in 2014. The notes were issued as part of an exchange of securities for $100 million principal amount of the Company’s 6.95% unsecured debt due August 2004. The remaining cash proceeds were used to finance costs associated with the offering, exchange of debt and to reduce amounts outstanding under the Company’s unsecured line of credit.

 

Financial Instruments

 

The Company is exposed to capital market risk, such as changes in interest rates. In order to manage the volatility relating to interest rate risk, the Company may enter into interest rate hedging arrangements from time to time. The Company does not utilize derivative financial instruments for trading or speculative purposes. The Company accounts for derivative instruments under Statement of Financial Accounting Standard No. 133, “Accounting for Derivative Instruments and Hedging Activities” as amended (“SFAS 133”).

 

During the first quarter of 2004, the Company funded a $65 million note receivable secured by a first mortgage on a portfolio of office properties owned by a third party located in Atlanta, Georgia. The note receivable had a maximum two-year term with an interest rate of 5.5% for the first 6 months and 6.5% thereafter. In order to fund the note receivable, the Company borrowed $65 million under a variable interest rate term loan. The loan bears interest at the rate of LIBOR + 75 basis points, has a maturity date of January 2005, and contains two six month renewal options. To hedge its variable interest rate risk on the loan, the Company entered into two interest rate swaps totaling $65 million that effectively fixed the rate at 2.184% through maturity. The hedge accounting rules are being used for the swaps, which allow for changes in market value of the swaps to be recorded through Other Comprehensive Income (“OCI”) in equity versus the Statement of Operations. In the third quarter of 2004, the $65 million note receivable was repaid in connection with the Company’s acquisition of the properties that secured the note.  However, the Company’s $65 million note payable and related interest swaps were not retired. As of September 30, 2004, the fair value of the hedge was $132,000, which was reflected through an increase in other assets and OCI on the Company’s balance sheet.

 

In June 2004, the Company simultaneously entered into three forward-starting interest rate swaps aggregating $144.3 million, which effectively fixed the rate on financing expected in 2004 at 5.346%, plus the Company’s credit spread over the swap rate. The swaps qualified for hedge accounting under SFAS 133; therefore, changes in the fair value were recorded in OCI.  In August of 2004, the Company settled these three swaps when it issued $250.0 million of unsecured notes with an effective interest rate of 6.33%, due in 2014.  The Company recorded $6.85 million of deferred financing costs associated with the unwinding of the swap, which will be amortized into interest expense over the life of the new 6.33% notes.

 

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (“SFAS 150”). SFAS 150 establishes standards for classifying and measuring as liabilities certain financial instruments that embody obligations of the issuer and have characteristics of both liabilities and equity. SFAS 150 is effective for all financial instruments created or modified after May 31, 2003, and otherwise is effective July 1, 2003. The Company includes the operations of one joint venture in its consolidated financial statements at September 30, 2004. This joint venture is partially owned by unaffiliated parties that have noncontrolling interests. SFAS 150 requires the disclosure of the estimated settlement value of these noncontrolling interests. As of September 30, 2004, the estimated settlement value of the noncontrolling interest in this consolidated joint venture was approximately $1.0 million as compared to the minority interest asset recorded on the Company’s books for this joint venture of $157,000.

 

29



 

Investments in Unconsolidated Companies

 

The Company has equity interests in unconsolidated partnerships and joint ventures that own and operate rental properties and hold land for development. The equity method of accounting is used for these investments in which the Company has the ability to exercise significant influence, but not control, over operating and financial policies. As a result, the assets and liabilities of these joint ventures are not included on the Company’s balance sheet. The Company’s investment in unconsolidated companies represents less than 5% of the Company’s total assets as of September 30, 2004. These investments provide several benefits to the Company including increased market share and an additional source of capital to fund real estate projects. The Company has determined that these entities are either not variable interest entities under FIN 46R or the Company is not a primary beneficiary under FIN 46R. As a result, consolidation of the operations of these entities is not required.

 

Item 3.  Quantitative and Qualitative Disclosure About Market Risk

 

The Company is exposed to interest rate changes primarily as a result of its line of credit and long-term debt used to maintain liquidity and fund capital expenditures and expansion of the Company’s real estate investment portfolio and operations. The Company’s interest rate risk management objective is to limit the

impact of interest rate changes on earnings and cash flows and to lower its overall borrowing costs. To achieve its objectives the Company borrows primarily at fixed rates and may enter into derivative financial instruments such as interest rate swaps, caps and treasury locks in order to mitigate its interest rate risk on a

related financial instrument. The Company does not enter into derivative or interest rate transactions for speculative purposes. For a discussion of the market risk with respect to certain financial instruments, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Financial Instruments.”

 

Item 4.  Controls and Procedures

 

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in annual and periodic reports filed with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. These disclosure controls and procedures are further designed to ensure that such information is accumulated and communicated to

management, including the chief executive officer and the chief financial officer to allow timely decisions regarding required disclosure.

 

Based on the most recent evaluation, which was completed as of September 30, 2004, the chief executive officer and chief financial officer believe that the Company’s disclosure controls and procedures are effective. There have been no changes during the period covered by this report in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect internal controls over financial reporting.

 

Part II - Other Information

 

Item 1.  Legal Proceedings

 

Broadband Office, Inc. and Official Committee of Unsecured Creditors of Broadband Office, Inc. filed a complaint against a group of real estate investment trusts and real estate operating companies and certain affiliated entities and individuals in connection with the formation and operation of Broadband Office. Duke Realty Corporation, Duke Realty Limited Partnership and Mr. Dennis D. Oklak, the Company’s Chief Executive Officer were among the defendants in the complaint. During the third quarter of 2004, the Company settled with the plaintiffs whereby it paid $175,014 in full settlement of the lawsuit and the Company, its subsidiaries and Mr. Oklak were released from further liability.

 

30



 

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

 

None

 

Item 3.  Defaults upon Senior Securities

 

None

 

Item 4.  Submission of Matters to a Vote of Security Holders

 

None

 

Item 5.  Other Information

 

None

 

Item 6.  Exhibits and Reports on Form 8-K

 

(a)                           Exhibits

 

Exhibit 11.1 Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.

 

Exhibit 11.2 Ratio of Earnings to Debt Service.

 

Exhibit 15 Letter regarding unaudited interim financial information.

 

Exhibit 31.1 Rule 13a-14(a) Certification of the Chief Executive Officer.

 

Exhibit 31.2 Rule 13a-14(a) Certification of the Chief Financial Officer.

 

Exhibit 32.1 Section 1350 Certification of the Chief Executive Officer.

 

Exhibit 32.2 Section 1350 Certification of the Chief Financial Officer.

 

(b)                            Reports on Form 8-K

 

A current report was filed on Form 8-K, dated October 1, 2004, reporting under item 5.02 that Darell E. Zink, Jr. had resigned from his position as Vice Chairman and member of the Company’s Board of Directors.

 

A current report was filed on Form 8-K, dated October 27, 2004, reporting under item 5.02 that Dr. Martin Jischke had been elected as a member of the Company’s Board of Directors.

 

31



 

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

 

 

 

 

Date: November 9, 2004

 /s/

Dennis D. Oklak

 

Dennis D. Oklak

 

Chief Executive Officer

 

 

 

 

 

 /s/

Matthew A. Cohoat

 

Matthew A. Cohoat

 

Executive Vice President and
Chief Financial Officer

 

32