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8-K - 8-K - DCT Industrial Trust Inc.dct-8k_20150205.htm
EX-99.2 - EX-99.2 - DCT Industrial Trust Inc.dct-ex992_201502057.htm

 

    Press Release  

 

FOR IMMEDIATE RELEASE:

Exhibit 99.1

 

DCT INDUSTRIAL TRUST® REPORTS Fourth quarter

and Full-year 2014 results

 

FFO of $0.47 per Share in Q4 and $1.89 per Share in 2014;

Increased 5.0 Percent Year-over-Year

 

Consolidated Operating Occupancy Increased to 95.4 Percent in Q4;

Up 190 Basis Points over Q3 and 210 Basis Points Year-over-Year

 

Same-Store NOI Growth of 7.8 Percent on a Cash Basis and 6.2 Percent on a GAAP Basis in Q4

 

Signed 16.5 Million Square Feet of Leases in 2014 – Highest Leasing Year in Company’s History

 

Rent Growth of 10.4 Percent on a GAAP Basis and 3.3 Percent on a Cash Basis in Q4;

12.0 Percent on a GAAP Basis and 4.5 Percent on a Cash Basis for the Full Year  

 

Since September 30, Acquired 1.9 Million Square Feet for $128.7 Million;

Sold 4.4 Million Square Feet for $166.2 Million

 

DENVER, February 5, 2015 – DCT Industrial Trust® (NYSE: DCT), a leading industrial real estate company, today announced financial results for the three months and year ending December 31, 2014.1

 

“DCT had an outstanding year. We performed very well operationally with continued strong rent spreads and same-store NOI growth, occupancy increasing 190 basis points in the fourth quarter and record-breaking leasing activity,” said Phil Hawkins, Chief Executive Officer of DCT Industrial. “We also continue to be successful in creating value through our portfolio repositioning efforts and by leveraging our value-add and development capabilities.”

 

Funds from operations, as adjusted, attributable to common stockholders and unitholders (“FFO”) for Q4 2014 totaled $42.8 million, or $0.47 per diluted share, compared with $38.0 million, or $0.45 per diluted share, for Q4 2013, an increase of 4.4 percent per diluted share. These results exclude $1.0 million and $1.9 million of acquisition costs for the quarters ending December 31, 2014 and 2013, respectively.

 

For the year ending December 31, 2014, FFO totaled $167.0 million, or $1.89 per diluted share, compared with $144.2 million, or $1.80 per diluted share, for the year ending December 31, 2013, an increase of 5.0 percent per diluted share. These results exclude $3.0 million and $3.6 million of acquisition costs for the years ending December 31, 2014 and 2013, respectively.

 

Net income attributable to common stockholders for Q4 2014 was $29.6 million, or $0.34 per diluted share, compared with net income attributable to common stockholders of $13.9 million, or $0.17 per diluted share, reported for Q4 2013. Net income attributable to common stockholders for the year ending December 31, 2014 was $49.2 million, or $0.58 per diluted share, compared with a net income of $15.9 million, or $0.20 per diluted share, for the year ending December 31, 2013.

 

 

 

1 All share and per share amounts in this release have been restated for the effects of DCT Industrial’s 1-for-4 reverse stock split in November 2014.


 

Property Results and Leasing Activity

As of December 31, 2014, DCT Industrial owned 393 consolidated operating properties, totaling 62.0 million square feet, with occupancy of 95.4 percent, an increase of 190 basis points over Q3 2014 and 210 basis points over Q4 2013. Approximately 0.8 million square feet, or 1.2 percent of DCT Industrial’s total consolidated portfolio was leased but not occupied at December 31, 2014.

 

In Q4 2014, the Company signed leases totaling 5.5 million square feet with rental rates increasing 10.4 percent on a GAAP basis and 3.3 percent on a cash basis, compared to the corresponding expiring leases. For the full-year, the Company signed leases totaling 16.5 million square feet with rental rates increasing 12.0 percent on a GAAP basis and 4.5 percent on a cash basis. The Company’s tenant retention rate was 89.0 percent in Q4 2014 and 81.3 percent for the year ending December 31, 2014. 

 

In Q4 2014, same-store NOI, excluding revenue from lease terminations, increased 7.8 percent on a cash basis and 6.2 percent on a GAAP basis, when compared to Q4 2013. Same-store occupancy averaged 95.2 percent in Q4 2014, an increase of 190 basis points over Q4 2013. For the year ending December 31, 2014, same-store NOI, excluding revenue from lease terminations, increased 3.8 percent on a cash basis and 3.9 percent on a GAAP basis, when compared to the year ending December 31, 2013. Same-store occupancy averaged 93.6 percent for the full-year 2014, an increase of 90 basis points over the full-year 2013.

 

Investment Activity

Acquisitions

Since September 30, 2014, DCT Industrial acquired 17 buildings for $128.7 million. Totaling 1.9 million square feet, these buildings were 78.1 percent occupied at the time of closing. The Company expects a year-one weighted-average cash yield of 4.7 percent and anticipates a weighted-average stabilized cash yield of 6.6 percent on the acquired assets.

 

The table below summarizes acquisitions since September 30, 2014:

Market

 

Submarket

 

 

Square Feet

 

Occupancy

at Closing

Closed

 

Anticipated Yield1

New Jersey

 

Exit 10/Route 2872

 

 

63,000

 

 

0.0

%

 

Oct-14

 

 

5.2

%

Houston, TX

 

Northwest

 

 

39,000

 

 

100.0

%

 

Oct-14

 

 

6.8

%

Phoenix, AZ (5 buildings)

 

Tempe/Airport

 

 

355,000

 

 

97.6

%

 

Oct-14

 

 

6.7

%

Atlanta, GA

 

I-75 Northwest

 

 

151,000

 

 

100.0

%

 

Oct-14

 

 

6.5

%

Southern California

 

South Bay

 

 

102,000

 

 

100.0

%

 

Nov-14

 

 

6.0

%

Dallas, TX

 

DFW Airport2

 

 

63,000

 

100.0

%3

 

Dec-14

 

 

7.3

%

Baltimore/Washington D.C.

 

Baltimore/Washington Corridor

 

 

120,000

 

 

100.0

%

 

Dec-14

 

 

7.0

%

Miami, FL

 

Miami International Airport

 

 

75,000

 

 

67.0

%

 

Dec-14

 

 

6.9

%

Seattle, WA (2 buildings)

 

Northend

 

 

149,000

 

 

100.0

%

 

Dec-14

 

 

6.3

%

Chicago, IL

 

I-88 Corridor2

 

 

320,000

 

 

0.0

%

 

Dec-14

 

 

6.4

%

Dallas, TX

 

DFW Airport

 

 

67,000

 

 

100.0

%

 

Dec-14

 

 

6.5

%

Atlanta, GA

 

I-85 Northeast

 

 

398,000

 

100.0

%3

 

Jan-15

 

 

7.3

%

Total/Weighted Average

 

 

 

 

1,902,000

 

 

78.1

%

 

 

 

 

6.6

%

 

For the year ending December 31, 2014, the Company acquired 36 buildings, totaling 5.6 million square feet for $363.1 million. The Company expects a year-one weighted-average cash yield of 4.2 percent and a weighted-average projected stabilized cash yield of 6.2 percent.  

 

 

 

 

 

 

1 Anticipated yield represents year-one cash yield for stabilized acquisitions and projected stabilized cash yield for value-add acquisitions.

2 See Redevelopment section.

3 Acquired with known year-one move-out.


 

Redevelopment

The acquisition table above includes three redevelopment properties:  

·

The 63,000 square foot building located in the Exit 10/Route 287 submarket of New Jersey, was vacant at the time of acquisition. The Company executed a full-building lease which will commence after renovations are complete in Q1 2015.

·

The 63,000 square foot building located in the DFW Airport submarket of Dallas, was 100 percent leased at the time of acquisition with the expectation that the current tenant was vacating. The now vacant building is actively being marketed during renovations which are scheduled to be complete in Q2 2015.

·

The 320,000 square foot building located in the I-88 Corridor submarket of Chicago, was vacant at the time of acquisition. The building is being actively marketed during renovations which are scheduled to be complete in Q2 2015.

 

Additionally, DCT Industrial executed two leases for current redevelopment projects. In December, a full-building lease was signed for an 82,000 square foot redevelopment located in the Inland Empire West submarket of Southern California. The project is slated for completion in Q1 2015. In November, a full-building lease was signed for a 228,000 square foot redevelopment located in the O’Hare submarket of Chicago. The project is slated for completion in Q1 2015.

 

Development

Development highlights since September 30, 2014:

·

Pre-leased three spaces totaling 172,000 square feet at DCT Northwest Crossroads Logistics Centre I, which completes the lease-up of the 362,000 square foot building located in the Northwest submarket of Houston. The project is slated for completion in Q1 2015.

·

Pre-leased all of DCT White River Corporate Center Phase II South, a 63,000 square foot building located in the South Kent Valley submarket of Seattle. The project is slated for completion in Q1 2015.

·

Pre-leased 36,000 square feet at DCT Fife 45 South, a 64,000 square foot building located in the Tacoma/Fife submarket of Seattle. The lease brings the building to 57 percent pre-leased. The project is slated for completion in Q1 2015.

·

Commenced construction of DCT O’Hare Logistics Center, a 112,000 square foot building located in the O’Hare submarket of Chicago. The project is slated for completion in Q3 2015.

·

Purchased 18.1 acres in the Northwest submarket of Dallas for the development of DCT Waters Ridge, a 347,000 square foot building.

·

In January, executed a lease and commenced construction on the 55,000 square foot expansion of 6400 Hollister Road, a 222,000 square foot building located in the Northwest submarket of Houston. The building is 100 percent leased with the expansion slated for completion in Q4 2015.

 

Dispositions

Since September 30, 2014, DCT Industrial sold 21 buildings totaling 4.4 million square feet. This includes 3.5 million square feet in Columbus, marking the Company’s exit from the market, and a 503,000 square foot unconsolidated joint venture property located in Savannah, which was the Company’s only asset there. These transactions generated total gross proceeds of $166.2 million1 and have an expected year-one weighted-average cash yield of 6.4 percent.

 

The table below summarizes the dispositions since September 30, 2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Market

 

Submarket

 

 

Square Feet

 

 

Occupancy

 

 

Closed

Columbus, OH (12 buildings)

 

 

 

 

 

3,480,000

 

 

 

97.7

%

 

Oct-14

Pennsylvania2

 

Lehigh Valley

 

 

 

112,000

 

 

 

0.0

%

 

Oct-14

Savannah, GA3

 

Liberty County

 

 

 

503,000

 

 

 

100.0

%

 

Dec-14

Houston, TX (7 buildings)

 

Southwest

 

 

 

354,000

 

 

 

95.1

%

 

Dec-14

Total/Weighted Average

 

 

 

 

 

4,449,000

 

 

 

95.3

%

 

 

 

 

1 Anticipated yield represents year-one cash yield for stabilized acquisitions and projected stabilized cash yield for value-add acquisitions.

2 See Redevelopment section.

3 Acquired with known year-one move-out.


 

For the year ending December 31, 2014, the Company sold 52 buildings, totaling 10.5 million square feet and 29.2 acres. These transactions generated total gross proceeds of $319.2 million1 and have an expected year-one weighted-average cash yield of 6.6 percent.

 

In January, DCT Industrial entered into a contract to sell six of its eight assets in Memphis totaling 2.3 million square feet for a sale price of $86.7 million. The transaction is expected to close in Q1 2015 and is subject to certain closing conditions.

 

Capital Markets

Since September 30, 2014, DCT Industrial raised $23.0 million in net proceeds from the sale of common stock through its “at the market” equity offering. The Company issued approximately 0.8 million shares at an average price of $30.97 per share. The net proceeds were used for acquisitions, development activities and for general corporate purposes.

 

In November, DCT Industrial issued 3.4 million shares in a public offering of common stock raising net proceeds of approximately $112.5 million after expenses. The Company used the net proceeds received from this offering for acquisitions, development activities, repayment of amounts outstanding under its senior unsecured revolving credit facility and for general corporate purposes.

 

Also in November, DCT Industrial completed a 1-for-4 reverse stock split of its common stock. As a result of the reverse stock split, the numbers of outstanding shares of common stock of the Company as of the date of the reverse stock split was reduced from approximately 338.1 million to approximately 84.5 million. As previously noted, the above numbers are post-reverse stock split.

 

Dividend

DCT Industrial’s Board of Directors has declared a $0.28 per share quarterly cash dividend, payable on April 15, 2015 to stockholders of record as of April 3, 2015.

 

Guidance

The Company’s guidance for 2015 FFO is between $1.86 and $1.98 per diluted share. Additionally, net income attributable to common stockholders is expected to be between $0.24 and $0.38 per diluted share. 

 

DCT Industrial’s guidance for 2015 includes the following assumptions:

·

Same-store net operating income will increase between 5.0 percent and 6.5 percent on a cash basis and between 3.5 percent and 5.0 percent on a GAAP basis

·Average consolidated operating occupancy between 94.5 percent and 95.5 percent

·

Acquisitions of between $200 million and $300 million including stabilized and value-add

·

Development starts of between $100 million and $200 million

·

Dispositions of non-strategic assets of between $250 million and $350 million

 

The Company’s FFO guidance excludes acquisition costs.

 

Conference Call Information

DCT Industrial will host a conference call to discuss Q4 and full-year 2014 results on Friday, February 6, 2015 at 11:00 a.m. Eastern Time.  Stockholders and interested parties may listen to a live broadcast of the conference call by dialing (877) 506-6112 or (412) 902-6686. A telephone replay will be available through Friday, February 20, 2015 and can be accessed by dialing (877) 344-7529 or (412) 317-0088 and entering the passcode 10057902.  A live webcast of the conference call will be available in the Investors section of the DCT Industrial website at www.dctindustrial.com. A webcast replay will also be available shortly following the call until February 6, 2016.  

 

 

 

1 Includes DCT Industrial’s proportionate share of gross proceeds for property sold by an unconsolidated joint venture.

 


 

Supplemental information is available in the Investors section of the Company’s website at www.dctindustrial.com or by e-mail request at investorrelations@dctindustrial.com. Interested parties may also obtain supplemental information from the SEC’s website at www.sec.gov.

 

About DCT Industrial Trust®

DCT Industrial is a leading industrial real estate company specializing in the acquisition, development, leasing and management of bulk distribution and light industrial properties in high-volume distribution markets in the U.S.  As of December 31, 2014, the Company owned interests in approximately 72.3 million square feet of properties leased to approximately 900 customers. DCT maintains a Baa2 rating from Moody’s Investors Service and a BBB- from Standard & Poor’s Rating Services. Additional information is available at www.dctindustrial.com.

 

Click here to subscribe to Mobile Alerts for DCT Industrial.

 

 

CONTACT:

Melissa Sachs

DCT Industrial Trust

303-597-2400

investorrelations@dctindustrial.com

 

 

###


 

 


 

 

 

DCT INDUSTRIAL TRUST INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except share information)

 

 

December 31,

 

 

December 31,

 

 

2014

 

 

2013

 

ASSETS

 

(unaudited)

 

 

 

 

 

Land

$

950,963

 

 

$

883,804

 

Buildings and improvements

 

2,783,828

 

 

 

2,615,879

 

Intangible lease assets

 

86,515

 

 

 

82,758

 

Construction in progress

 

139,069

 

 

 

88,610

 

Total investment in properties

 

3,960,375

 

 

 

3,671,051

 

Less accumulated depreciation and amortization

 

(703,840

)

 

 

(654,097

)

Net investment in properties

 

3,256,535

 

 

 

3,016,954

 

Investments in and advances to unconsolidated joint ventures

 

94,728

 

 

 

124,923

 

Net investment in real estate

 

3,351,263

 

 

 

3,141,877

 

Cash and cash equivalents

 

19,631

 

 

 

32,226

 

Restricted cash

 

3,779

 

 

 

12,621

 

Deferred loan costs, net

 

8,026

 

 

 

10,251

 

Straight-line rent and other receivables, net of allowance for doubtful accounts of

  $956 and $2,178, respectively

 

54,183

 

 

 

46,247

 

Other assets, net

 

14,652

 

 

 

14,545

 

Assets held for sale

 

-

 

 

 

8,196

 

Total assets

$

3,451,534

 

 

$

3,265,963

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

Accounts payable and accrued expenses

$

83,543

 

 

$

63,281

 

Distributions payable

 

25,973

 

 

 

23,792

 

Tenant prepaids and security deposits

 

30,539

 

 

 

28,542

 

Other liabilities

 

14,078

 

 

 

10,122

 

Intangible lease liabilities, net

 

22,940

 

 

 

20,389

 

Line of credit

 

37,000

 

 

 

39,000

 

Senior unsecured notes

 

1,122,621

 

 

 

1,122,407

 

Mortgage notes

 

249,424

 

 

 

290,960

 

Liabilities related to assets held for sale

 

-

 

 

 

278

 

Total liabilities

 

1,586,118

 

 

 

1,598,771

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

Preferred stock, $0.01 par value, 50,000,000 shares authorized, none outstanding

 

-

 

 

 

-

 

Shares-in-trust, $0.01 par value, 100,000,000 shares authorized, none outstanding

 

-

 

 

 

-

 

Common stock, $0.01 par value, 500,000,000 shares authorized 88,012,696 and

  80,066,487 shares issued and outstanding as of December 31, 2014 and

  December 31, 2013, respectively

 

880

 

 

 

801

 

Additional paid-in capital

 

2,762,431

 

 

 

2,514,426

 

Distributions in excess of earnings

 

(986,289

)

 

 

(941,019

)

Accumulated other comprehensive loss

 

(27,190

)

 

 

(30,402

)

Total stockholders’ equity

 

1,749,832

 

 

 

1,543,806

 

Noncontrolling interests

 

115,584

 

 

 

123,386

 

Total equity

 

1,865,416

 

 

 

1,667,192

 

Total liabilities and equity

$

3,451,534

 

 

$

3,265,963

 


 

 


 

DCT INDUSTRIAL TRUST INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(unaudited, in thousands, except per share information)

 

 

Three Months Ended

 

 

Year Ended

 

 

December 31,

 

 

December 31,

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

REVENUES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental revenues

$

 

84,581

 

 

$

 

76,475

 

 

$

 

334,787

 

 

$

 

286,218

 

Institutional capital management and other fees

 

 

345

 

 

 

 

648

 

 

 

 

1,739

 

 

 

 

2,787

 

Total revenues

 

 

84,926

 

 

 

 

77,123

 

 

 

 

336,526

 

 

 

 

289,005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental expenses

 

 

9,013

 

 

 

 

9,904

 

 

 

 

40,520

 

 

 

 

35,977

 

Real estate taxes

 

 

13,594

 

 

 

 

10,830

 

 

 

 

53,790

 

 

 

 

44,048

 

Real estate related depreciation and amortization

 

 

37,447

 

 

 

 

35,368

 

 

 

 

148,992

 

 

 

 

130,002

 

General and administrative

 

 

8,020

 

 

 

 

8,187

 

 

 

 

29,079

 

 

 

 

28,010

 

Impairment losses

 

 

-

 

 

 

 

-

 

 

 

 

5,635

 

 

 

 

-

 

Casualty and involuntary conversion gain

 

 

(2

)

 

 

 

-

 

 

 

 

(328

)

 

 

 

(296

)

Total operating expenses

 

 

68,072

 

 

 

 

64,289

 

 

 

 

277,688

 

 

 

 

237,741

 

Operating income

 

 

16,854

 

 

 

 

12,834

 

 

 

 

58,838

 

 

 

 

51,264

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Development profit, net of taxes

 

 

-

 

 

 

 

-

 

 

 

 

2,016

 

 

 

 

268

 

Equity in earnings of unconsolidated joint ventures, net

 

 

1,260

 

 

 

 

684

 

 

 

 

6,462

 

 

 

 

2,405

 

Gain on business combination

 

 

-

 

 

 

 

-

 

 

 

 

1,000

 

 

 

 

-

 

Gain on dispositions of real estate interests

 

 

28,024

 

 

 

 

-

 

 

 

 

39,671

 

 

 

 

-

 

Interest expense

 

 

(14,920

)

 

 

 

(16,066

)

 

 

 

(63,236

)

 

 

 

(63,394

)

Interest and other income (expense)

 

 

(19

)

 

 

 

(37

)

 

 

 

1,563

 

 

 

 

274

 

Income tax benefit (expense) and other taxes

 

 

(40

)

 

 

 

305

 

 

 

 

217

 

 

 

 

(68

)

Income (loss) from continuing operations

 

 

31,159

 

 

 

 

(2,280

)

 

 

 

46,531

 

 

 

 

(9,251

)

Discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income and other expenses

 

 

-

 

 

 

 

1,196

 

 

 

 

321

 

 

 

 

6,383

 

Gain on dispositions of real estate interests from

  discontinued operations

 

 

141

 

 

 

 

16,036

 

 

 

 

5,396

 

 

 

 

20,340

 

Income from discontinued operations

 

 

141

 

 

 

 

17,232

 

 

 

 

5,717

 

 

 

 

26,723

 

Consolidated net income of DCT Industrial Trust Inc.

 

 

31,300

 

 

 

 

14,952

 

 

 

 

52,248

 

 

 

 

17,472

 

Net income attributable to noncontrolling interests

 

 

(1,663

)

 

 

 

(1,013

)

 

 

 

(3,084

)

 

 

 

(1,602

)

Net income attributable to common stockholders

 

 

29,637

 

 

 

 

13,939

 

 

 

 

49,164

 

 

 

 

15,870

 

Distributed and undistributed earnings allocated to

  participating securities

 

 

(170

)

 

 

 

(167

)

 

 

 

(677

)

 

 

 

(692

)

Adjusted net income attributable to

  common stockholders

$

 

29,467

 

 

$

 

13,772

 

 

$

 

48,487

 

 

$

 

15,178

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EARNINGS PER COMMON SHARE - BASIC

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

$

 

0.34

 

 

$

 

(0.03

)

 

$

 

0.52

 

 

$

 

(0.13

)

Income from discontinued operations

 

 

0.00

 

 

 

 

0.20

 

 

 

 

0.06

 

 

 

 

0.33

 

Net income attributable to common stockholders

$

 

0.34

 

 

$

 

0.17

 

 

$

 

0.58

 

 

$

 

0.20

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EARNINGS PER COMMON SHARE - DILUTED

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

$

 

0.34

 

 

$

 

(0.03

)

 

$

 

0.52

 

 

$

 

(0.13

)

Income from discontinued operations

 

 

0.00

 

 

 

 

0.20

 

 

 

 

0.06

 

 

 

 

0.33

 

Net income attributable to common stockholders

$

 

0.34

 

 

$

 

0.17

 

 

$

 

0.58

 

 

$

 

0.20

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

86,406

 

 

 

 

79,464

 

 

 

 

83,280

 

 

 

 

74,692

 

Diluted

 

 

86,728

 

 

 

 

79,464

 

 

 

 

83,572

 

 

 

 

74,692

 


 

 


 

Reconciliation of Net Income Attributable to Common Stockholders to Funds from Operations

(unaudited, in thousands, except per share and unit data)

 

 

 

 

Three Months Ended December 31,

 

 

Year Ended

December 31,

 

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Reconciliation of net income attributable to common stockholders

  to FFO:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders

 

$

 

29,637

 

 

$

 

13,939

 

 

$

 

49,164

 

 

$

 

15,870

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate related depreciation and amortization

 

 

 

37,447

 

 

 

 

35,527

 

 

 

 

148,992

 

 

 

 

137,120

 

Equity in earnings of unconsolidated joint ventures, net

 

 

 

(1,260

)

 

 

 

(684

)

 

 

 

(6,462

)

 

 

 

(2,405

)

Equity in FFO of unconsolidated joint ventures

 

 

 

2,814

 

 

 

 

2,622

 

 

 

 

10,804

 

 

 

 

10,152

 

Impairment losses on depreciable real estate

 

 

 

-

 

 

 

 

-

 

 

 

 

5,767

 

 

 

 

13,279

 

Gain on business combination

 

 

 

-

 

 

 

 

-

 

 

 

 

(1,000

)

 

 

 

-

 

Gain on dispositions of real estate interests

 

 

 

(28,165

)

 

 

 

(16,036

)

 

 

 

(45,199

)

 

 

 

(33,650

)

Gain on dispositions of non-depreciable real estate

 

 

 

-

 

 

 

 

-

 

 

 

 

98

 

 

 

 

31

 

Noncontrolling interest in the above adjustments

 

 

 

(620

)

 

 

 

(1,145

)

 

 

 

(6,300

)

 

 

 

(8,211

)

FFO attributable to unitholders

 

 

 

1,953

 

 

 

 

1,835

 

 

 

 

8,106

 

 

 

 

8,437

 

FFO attributable to common stockholders and unitholders(1)

 

 

 

41,806

 

 

 

 

36,058

 

 

 

 

163,970

 

 

 

 

140,623

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition costs

 

 

 

961

 

 

 

 

1,930

 

 

 

 

3,011

 

 

 

 

3,578

 

FFO, as adjusted, attributable to common stockholders and unitholders –

basic and diluted

 

$

 

42,767

 

 

$

 

37,988

 

 

$

 

166,981

 

 

$

 

144,201

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FFO per common share and unit — basic

 

$

 

0.46

 

 

$

 

0.43

 

 

$

 

1.86

 

 

$

 

1.76

 

FFO per common share and unit — diluted

 

$

 

0.46

 

 

$

 

0.43

 

 

$

 

1.85

 

 

$

 

1.75

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FFO, as adjusted, per common share and unit — basic

 

$

 

0.47

 

 

$

 

0.45

 

 

$

 

1.89

 

 

$

 

1.80

 

FFO, as adjusted, per common share and unit — diluted

 

$

 

0.47

 

 

$

 

0.45

 

 

$

 

1.89

 

 

$

 

1.80

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FFO weighted average common shares and units outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares for earnings per share - basic

 

 

 

86,406

 

 

 

 

79,464

 

 

 

 

83,280

 

 

 

 

74,692

 

Participating securities

 

 

 

621

 

 

 

 

628

 

 

 

 

605

 

 

 

 

616

 

Units

 

 

 

4,242

 

 

 

 

4,436

 

 

 

 

4,331

 

 

 

 

4,770

 

FFO weighted average common shares, participating securities and units

   outstanding – basic

 

 

 

91,269

 

 

 

 

84,528

 

 

 

 

88,216

 

 

 

 

80,078

 

Dilutive common stock equivalents

 

 

 

322

 

 

 

 

252

 

 

 

 

292

 

 

 

 

223

 

FFO weighted average common shares, participating securities and units

   outstanding – diluted

 

 

 

91,591

 

 

 

 

84,780

 

 

 

 

88,508

 

 

 

 

80,301

 

 

(1)

Funds from Operations, FFO, as defined by the National Association of Real Estate Investment Trusts (NAREIT).

 

 

 

 


 

Guidance

The Company is providing the following guidance:

 

 

Range for the Full-Year

 

 

 

2015

 

 

 

Low

 

 

High

 

Guidance:

 

 

 

 

 

 

 

 

Earnings per common share - diluted

 

$

0.24

 

 

$

0.38

 

Real estate related depreciation and amortization(1)

 

 

1.58

 

 

 

1.58

 

Acquisition costs

 

 

0.04

 

 

 

0.02

 

FFO, as adjusted, per common share and unit-diluted(2)

 

$

1.86

 

 

$

1.98

 

 

 

The above guidance reflects the impact of the previously announced reverse stock split.

(1) Includes pro rata share of real estate depreciation and amortization from unconsolidated joint ventures.

(2) The Company’s FFO guidance excludes acquisition costs.

 

The following table shows the calculation of our Fixed Charge Coverage for the three and twelve months ended

December 31, 2014 and 2013 (in thousands):

 

 

Three Months Ended December 31,

 

 

Year Ended December 31,

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Net income attributable to common stockholders(1)

$

 

29,637

 

 

$

 

13,939

 

 

$

 

49,164

 

 

$

 

15,870

 

Interest expense

 

 

14,920

 

 

 

 

16,066

 

 

 

 

63,236

 

 

 

 

63,394

 

Proportionate share of interest expense from unconsolidated

  joint ventures

 

 

354

 

 

 

 

400

 

 

 

 

1,401

 

 

 

 

1,657

 

Real estate related depreciation and amortization

 

 

37,447

 

 

 

 

35,527

 

 

 

 

148,992

 

 

 

 

137,120

 

Proportionate share of real estate related depreciation and amortization

  from unconsolidated joint ventures

 

 

1,378

 

 

 

 

1,484

 

 

 

 

5,533

 

 

 

 

5,924

 

Income tax (benefit) expense and other taxes

 

 

40

 

 

 

 

(333

)

 

 

 

(185

)

 

 

 

57

 

Stock-based compensation

 

 

1,367

 

 

 

 

1,098

 

 

 

 

4,777

 

 

 

 

4,004

 

Noncontrolling interests

 

 

1,663

 

 

 

 

1,013

 

 

 

 

3,084

 

 

 

 

1,602

 

Non-FFO gain on business combination

 

 

-

 

 

 

 

-

 

 

 

 

(1,000

)

 

 

 

-

 

Non-FFO gain on dispositions of real estate interests

 

 

(28,165

)

 

 

 

(16,036

)

 

 

 

(45,101

)

 

 

 

(33,619

)

Impairment losses

 

 

-

 

 

 

 

-

 

 

 

 

5,767

 

 

 

 

13,279

 

Adjusted EBITDA

$

 

58,641

 

 

$

 

53,158

 

 

$

 

235,668

 

 

$

 

209,288

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CALCULATION OF FIXED CHARGES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

$

 

14,920

 

 

$

 

16,066

 

 

$

 

63,236

 

 

$

 

63,394

 

Capitalized interest

 

 

2,979

 

 

 

 

2,241

 

 

 

 

9,098

 

 

 

 

8,298

 

Amortization of loan costs and debt premium/discount

 

 

(94

)

 

 

 

(403

)

 

 

 

(477

)

 

 

 

(558

)

Other noncash interest expense

 

 

(1,027

)

 

 

 

(1,000

)

 

 

 

(4,105

)

 

 

 

(3,999

)

Proportionate share of interest expense from unconsolidated

  joint ventures

 

 

354

 

 

 

 

400

 

 

 

 

1,401

 

 

 

 

1,657

 

Total fixed charges

$

 

17,132

 

 

$

 

17,304

 

 

$

 

69,153

 

 

$

 

68,792

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed charge coverage

 

 

3.4

 

 

 

 

3.1

 

 

 

 

3.4

 

 

 

 

3.0

 

(1)    Includes amounts related to discontinued operations, when applicable.

 

 

 

 


 

The following table is a reconciliation of our reported income (loss) from continuing operations to our net operating income for the three and twelve months ended December 31, 2014 and 2013 (in thousands):

 

 

 

Three Months Ended December 31,

 

 

Year Ended December 31,

 

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Reconciliation of income (loss) from continuing operations to NOI:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

 

31,159

 

 

$

 

(2,280

)

 

$

 

46,531

 

 

$

 

(9,251

)

Income tax (benefit) expense and other taxes

 

 

 

40

 

 

 

 

(305

)

 

 

 

(217

)

 

 

 

68

 

Interest and other income

 

 

 

19

 

 

 

 

37

 

 

 

 

(1,563

)

 

 

 

(274

)

Interest expense

 

 

 

14,920

 

 

 

 

16,066

 

 

 

 

63,236

 

 

 

 

63,394

 

Equity in earnings of unconsolidated joint ventures, net

 

 

 

(1,260

)

 

 

 

(684

)

 

 

 

(6,462

)

 

 

 

(2,405

)

General and administrative

 

 

 

8,020

 

 

 

 

8,187

 

 

 

 

29,079

 

 

 

 

28,010

 

Real estate related depreciation and amortization

 

 

 

37,447

 

 

 

 

35,368

 

 

 

 

148,992

 

 

 

 

130,002

 

Impairment losses

 

 

 

-

 

 

 

 

-

 

 

 

 

5,635

 

 

 

 

-

 

Development profit, net of taxes

 

 

 

-

 

 

 

 

-

 

 

 

 

(2,016

)

 

 

 

(268

)

Gain on business combination

 

 

 

-

 

 

 

 

-

 

 

 

 

(1,000

)

 

 

 

-

 

Gain on dispositions of real estate interests

 

 

 

(28,024

)

 

 

 

-

 

 

 

 

(39,671

)

 

 

 

-

 

Casualty and involuntary conversion gain

 

 

 

(2

)

 

 

 

-

 

 

 

 

(328

)

 

 

 

(296

)

Institutional capital management and other fees

 

 

 

(345

)

 

 

 

(648

)

 

 

 

(1,739

)

 

 

 

(2,787

)

Total GAAP net operating income

 

 

 

61,974

 

 

 

 

55,741

 

 

 

 

240,477

 

 

 

 

206,193

 

Less net operating income - non-same store properties

 

 

 

(9,821

)

 

 

 

(6,706

)

 

 

 

(58,738

)

 

 

 

(31,629

)

Same store GAAP net operating income

 

 

 

52,153

 

 

 

 

49,035

 

 

 

 

181,739

 

 

 

 

174,564

 

Less revenue from lease terminations

 

 

 

(176

)

 

 

 

(18

)

 

 

 

(1,236

)

 

 

 

(733

)

Add early termination straight-line rent adjustment

 

 

 

102

 

 

 

 

-

 

 

 

 

456

 

 

 

 

309

 

Same store GAAP net operating income, excluding revenue

  from lease terminations

 

 

 

52,079

 

 

 

 

49,017

 

 

 

 

180,959

 

 

 

 

174,140

 

Less straight-line rents, net of related bad debt expense

 

 

 

(669

)

 

 

 

(1,312

)

 

 

 

(3,011

)

 

 

 

(2,529

)

Less amortization of above/(below) market rents

 

 

 

(340

)

 

 

 

(351

)

 

 

 

(1,242

)

 

 

 

(1,412

)

Same store cash net operating income, excluding revenue

  from lease terminations

 

$

 

51,070

 

 

$

 

47,354

 

 

$

 

176,706

 

 

$

 

170,199

 

 


 

 


 

Financial Measures

Net operating income (“NOI”) is defined as rental revenues, including expense reimbursements, less rental expenses and real estate taxes, which excludes institutional capital management fees, depreciation, amortization, casualty gains, impairment, general and administrative expenses, equity in (earnings) loss of unconsolidated joint ventures,  interest expense, interest and other income and income tax expense and other taxes.  We consider NOI to be an appropriate supplemental performance measure because it reflects the operating performance of our properties and excludes certain items that are not considered to be controllable in connection with the management of the property such as depreciation, amortization, impairment, general and administrative expenses, interest income and interest expense.  Additionally, lease termination revenue is excluded as it is not considered to be indicative of recurring operating income.  However those measures should not be viewed as alternative measures of our financial performance since they exclude expenses which could materially impact our results of operations.  Further, our NOI may not be comparable to that of other real estate companies, as they may use different methodologies for calculating NOI, same store NOI (excluding revenue from lease terminations), and cash basis same store NOI (excluding revenue from lease terminations).  Therefore, we believe net income (loss) attributable to common stockholders, as defined by GAAP, to be the most appropriate measure to evaluate our overall financial performance.

 

DCT Industrial believes that net income (loss) attributable to common stockholders, as defined by GAAP, is the most appropriate earnings measure.  However, DCT Industrial considers Funds from Operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), to be a useful supplemental, non-GAAP measure of DCT Industrial’s operating performance.  NAREIT developed FFO as a relative measure of performance of an equity REIT in order to recognize that the value of income-producing real estate historically has not depreciated on the basis determined under GAAP.  FFO is generally defined as net income attributable to common stockholders, calculated in accordance with GAAP, plus real estate-related depreciation and amortization, less gains from dispositions of operating real estate held for investment purposes, plus impairment losses on depreciable real estate and impairments of in substance real estate investments in investees that are driven by measurable decreases in the fair value of the depreciable real estate held by the unconsolidated joint ventures and adjustments to derive DCT Industrial’s pro rata share of FFO of unconsolidated joint ventures.  We exclude gains and losses on business combinations and include the gains or losses from dispositions of properties which were acquired or developed with the intention to sell or contribute to an investment fund in our definition of FFO.  Although the NAREIT definition of FFO predates the guidance for accounting for gains and losses on business combinations, we believe that excluding such gains and losses is consistent with the key objective of FFO as a performance measure.  We also present FFO excluding acquisition costs, debt modification costs and impairment losses on properties which are not depreciable.  We believe that FFO excluding acquisition costs, debt modification costs and impairment losses on non-depreciable real estate is useful supplemental information regarding our operating performance as it provides a more meaningful and consistent comparison of our operating performance and allows investors to more easily compare our operating results.  Readers should note that FFO captures neither the changes in the value of DCT Industrial’s properties that result from use or market conditions, nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of DCT Industrial’s properties, all of which have real economic effect and could materially impact DCT Industrial’s results from operations. NAREIT’s definition of FFO is subject to interpretation, and modifications to the NAREIT definition of FFO are common. Accordingly, DCT Industrial’s FFO may not be comparable to other REITs’ FFO and FFO should be considered only as a supplement to net income (loss) as a measure of DCT Industrial’s performance.

 

DCT Industrial calculates our fixed charge coverage calculation based on adjusted EBITDA, which represents net income (loss) attributable to DCT common stockholders before interest, taxes, depreciation, amortization, stock-based compensation expense, noncontrolling interest, impairment losses, and proportionate share of interest, depreciation and amortization from unconsolidated joint ventures, and excludes non-FFO gains and losses on disposed assets and business combinations.  We use adjusted EBITDA to measure our operating performance and to provide investors relevant and useful information because it allows fixed income investors to view income from our operations on an unleveraged basis before the effects of non-cash items, such as depreciation and amortization and stock-based compensation expense, and irregular items, such as non-FFO gains or losses from the dispositions of real estate, impairment losses and gains and losses on business combinations.  

 

 


 

Forward-Looking Statements

We make statements in this report that are considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which are usually identified by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “will,” and variations of such words or similar expressions and includes statements regarding our anticipated yields.  We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of complying with those safe harbor provisions.  These forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made.  Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved.  Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control including, without limitation: national, international, regional and local economic conditions, including, in particular, the strength of the United States economic recovery and global economic recovery; the general level of interest rates and the availability of capital; the competitive environment in which we operate; real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for tenants in such markets; decreased rental rates or increasing vacancy rates; defaults on or non-renewal of leases by tenants; acquisition and development risks, including failure of such acquisitions and development projects to perform in accordance with projections; the timing of acquisitions, dispositions and development; natural disasters such as fires, floods, tornadoes, hurricanes and earthquakes; energy costs; the terms of governmental regulations that affect us and interpretations of those regulations, including the cost of compliance with those regulations, changes in real estate and zoning laws and increases in real property tax rates; financing risks, including the risk that our cash flows from operations may be insufficient to meet required payments of principal, interest and other commitments; lack of or insufficient amounts of insurance; litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; the consequences of future terrorist attacks or civil unrest; environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by us; and other risks and uncertainties detailed in the section of our Form 10-K filed with the SEC and updated on Form 10-Q entitled “Risk Factors.” In addition, our current and continuing qualification as a real estate investment trust, or REIT, involves the application of highly technical and complex provisions of the Internal Revenue Code of 1986, or the Code, and depends on our ability to meet the various requirements imposed by the Code through actual operating results, distribution levels and diversity of stock ownership.  We assume no obligation to update publicly any forward looking statements, whether as a result of new information, future events or otherwise.