Explanatory Note and Basis of Presentation
On April 29, 2017, Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), of which Duke Realty Corporation, an Indiana corporation (the “Company”), is the sole general partner, and certain of the Operating Partnership’s subsidiaries and affiliates (collectively, “Seller”), and HTA Acquisition Sub, LLC, a Delaware limited liability company (the “Buyer”) and subsidiary of Healthcare Trust of America, Inc., entered into 16 purchase and sale agreements (the “Purchase Agreements”) pursuant to which the Buyer agreed to purchase all of Seller’s right, title and interest in its medical office portfolio, which was 6.6 million square feet as of the date of the purchase agreements and consisted of (i) 71 in-service buildings, (ii) five buildings that would be under construction at the time of sale, (iii) the Company’s ownership interests in two unconsolidated joint ventures, with each joint venture owning one medical office building, and (iv) 16.5 acres of land.
The current composition of the portfolio was impacted by rights of first refusal held by various hospital systems, which were exercised by three such hospital systems to purchase five properties (the "ROFR Properties") within the portfolio. However, the final composition of the portfolio may be further impacted by rights held by certain hospital systems, and is still subject to change. One of the two buildings owned by unconsolidated joint ventures (the "Joint Venture Property") has also been excluded from the transaction due to the other owner's election to purchase our interest in the joint venture through a buy/sell provision. One property (the "Deferred Property") is also expected to close separately, contingent upon the completion of certain repairs. The expected final composition of the portfolio, excluding the ROFR Properties, the Joint Venture Property and the Deferred Property, totals 5.6 million square feet consisting of (i) 65 in-service buildings, (ii) five buildings that will be under construction at the time of sale, (iii) the ownership interest in one unconsolidated joint venture and (iv) 16.5 acres of undeveloped land for a total purchase price of $2.52 billion.
The Purchase Agreements provide for multiple closings, which the parties expect to be completed throughout the second and third quarters of 2017. The first closing (the “First Closing”) occurred on May 25, 2017, resulting in the sale to the Buyer of 19 in-service properties, for an aggregate purchase price of $512.3 million. The second closing (the "Second Closing") occurred on June 8, 2017, resulting in the sale to the Buyer of 36 in-service properties, five properties under construction and 4.4 acres of undeveloped land for an aggregate purchase price of $1.38 billion. Closings for the remaining 10 properties and 12.2 acres of undeveloped land in the portfolio, as well as the ownership interest in one unconsolidated joint venture (the “Subsequent Closings”) for an aggregate purchase price of $624.6 million, have not yet occurred.
The accompanying unaudited consolidated pro forma financial statements of (the "Company") have been prepared to provide financial information with respect to: |
| |
| • | the sale of 19 in-service properties as part of the First Closing |
|
| |
| • | the sale of 36 in-service properties, five properties under construction and 4.4 acres of land as part of the Second Closing |
|
| |
| • | the expected sale of 10 in-service properties, 12.2 acres of land, and the ownership interest in one unconsolidated joint venture as part of the Subsequent Closings |
The unaudited pro forma Consolidated Balance Sheet as of March 31, 2017 is presented as if the transactions described above occurred on March 31, 2017.
The unaudited pro forma Consolidated Statements of Operations for the three month periods ended March 31, 2017 and 2016, and for the years ended December 31, 2016, 2015 and 2014 are presented as if the transactions described above occurred on January 1, 2014.
The pro forma statements presented assume the Subsequent Closings take place; significant variances may occur in the pro forma information if one or more properties in the Subsequent Closings do not close or the Company's estimated proceeds differ from actual results. Additionally, the pro forma statements do not reflect adjustments for actual or probable medical office property sales not included in the transaction with the Buyer.
In the opinion of the Company’s management, all adjustments necessary to reflect the effects of the sale of the medical office portfolio to the Buyer have been made. The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of what the Company’s actual results of operations or financial condition would have been had the sale of the medical office portfolio occurred on the dates indicated, nor does it purport to represent the future results of operations or financial condition of the Company. The unaudited pro forma consolidated financial statements and accompanying notes should be read in conjunction with the financial statements as filed in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2017 and the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.
DUKE REALTY CORPORATION AND SUBSIDIARIES
Pro Forma Consolidated Balance Sheets
As of March 31, 2017
(unaudited and in thousands, except per share amounts)
|
| | | | | | | | | | | | | | | |
| | Historical (A) | | Medical Office Disposition (B) | | Use of Proceeds (C) | | Pro Forma |
| ASSETS | | | | | | | |
| Real estate investments: | | | | | | | |
| Real estate assets | $ | 6,592,579 |
| | $ | (1,218,041 | ) | (B1) | | | $ | 5,374,538 |
|
| Construction in progress | 441,058 |
| | (42,702 | ) | (B1) | | | 398,356 |
|
| Investments in and advances to unconsolidated companies | 192,709 |
| | (40,403 | ) | (B1) | | | 152,306 |
|
| Undeveloped land | 217,017 |
| | (10,945 | ) | (B1) | | | 206,072 |
|
| | 7,443,363 |
| | (1,312,091 | ) | | — |
| | 6,131,272 |
|
| Accumulated depreciation | (1,325,431 | ) | | 216,200 |
| (B1) | | | (1,109,231 | ) |
| Net real estate investments | 6,117,932 |
| | (1,095,891 | ) | | — |
| | 5,022,041 |
|
| | | | | | | | |
| Real estate investments and other assets held-for-sale | 81,563 |
| | | | | | 81,563 |
|
| | | | | | | | |
| Cash and cash equivalents | 13,389 |
| | 2,146,746 |
| (B2) | (925,397 | ) | (C1) | 1,234,738 |
|
| Accounts receivable, net of allowance of $2,148 | 19,089 |
| | (4,649 | ) | (B1) | | | 14,440 |
|
| Straight-line rent receivable, net of allowance of $5,506 | 116,083 |
| | (29,897 | ) | (B1) | | | 86,186 |
|
| Receivables on construction contracts, including retentions | 5,001 |
| | (1,668 | ) | (B1) | | | 3,333 |
|
| Deferred leasing and other costs, net of accumulated amortization of $258,388 | 338,733 |
| | (72,928 | ) | (B1) | | | 265,805 |
|
| Escrow deposits and other assets | 266,720 |
| | 272,973 |
| (B3) | | | 539,693 |
|
| | $ | 6,958,510 |
| | $ | 1,214,686 |
| | $ | (925,397 | ) | | $ | 7,247,799 |
|
| LIABILITIES AND EQUITY | | | | | | | |
| Indebtedness: | | | | | | | |
| Secured debt, net of deferred financing costs of $869 | $ | 366,238 |
| | | | | | $ | 366,238 |
|
| Unsecured debt, net of deferred financing costs of $21,195 | 2,477,024 |
| | | | (663,068 | ) | (C2) | 1,813,956 |
|
| Unsecured line of credit | 237,000 |
| | | | (237,000 | ) | (C3) | — |
|
| | 3,080,262 |
| | — |
| | (900,068 | ) | | 2,180,194 |
|
| | | | | | | | |
| Liabilities related to real estate investments held-for-sale | 2,708 |
| | | | | | 2,708 |
|
| | | | | | | | |
| Construction payables and amounts due subcontractors, including retentions | 67,004 |
| | (10,666 | ) | (B1) | | | 56,338 |
|
| Accrued real estate taxes | 69,823 |
| | (7,520 | ) | (B1) | | | 62,303 |
|
| Accrued interest | 28,865 |
| |
|
| | | | 28,865 |
|
| Other liabilities | 168,583 |
| | (23,132 | ) | (B1) | | | 145,451 |
|
| Tenant security deposits and prepaid rents | 43,385 |
| | (5,800 | ) | (B1) | | | 37,585 |
|
| Total liabilities | 3,460,630 |
| | (47,118 | ) | | (900,068 | ) | | 2,513,444 |
|
| Shareholders' equity: | | | | | | | |
| Common shares ($.01 par value); 600,000 shares authorized; 355,587 shares issued and outstanding | 3,556 |
| |
|
| | | | 3,556 |
|
| Additional paid-in capital | 5,191,389 |
| | | | | | 5,191,389 |
|
| Accumulated other comprehensive income | 426 |
| | | | | | 426 |
|
| Distributions in excess of net income | (1,728,170 | ) | | 1,250,195 |
| (B4) | (25,096 | ) | (C4) | (503,071 | ) |
| Total shareholders' equity | 3,467,201 |
| | 1,250,195 |
| | (25,096 | ) | | 4,692,300 |
|
| Noncontrolling interests | 30,679 |
| | 11,609 |
| (B4) | (233 | ) | (C4) | 42,055 |
|
| Total equity | 3,497,880 |
| | 1,261,804 |
| | (25,329 | ) | | 4,734,355 |
|
| | $ | 6,958,510 |
| | $ | 1,214,686 |
| | $ | (925,397 | ) | | $ | 7,247,799 |
|
See accompanying Notes to Pro Forma Consolidated Financial Statements.
DUKE REALTY CORPORATION AND SUBSIDIARIES
Pro Forma Consolidated Statements of Operations
For the Three Months Ended March 31, 2017
(unaudited, in thousands, except per share amounts)
|
| | | | | | | | | | | | |
| | Historical (a) | | Medical Office Disposition (b) | | Pro Forma | |
| Revenues: | | | | | | |
| Rental and related revenue | $ | 217,915 |
| | $ | (39,510 | ) | (b1) | $ | 178,405 |
| |
| General contractor and service fee revenue | 9,399 |
| | | | 9,399 |
| |
| | 227,314 |
| | (39,510 | ) | | 187,804 |
| |
| Expenses: | | | | | | |
| Rental expenses | 25,271 |
| | (7,476 | ) | (b1) | 17,795 |
| |
| Real estate taxes | 32,473 |
| | (5,455 | ) | (b1) | 27,018 |
| |
| General contractor and other services expenses | 7,624 |
| | | | 7,624 |
| |
| Depreciation and amortization | 81,557 |
| | (17,114 | ) | (b1) | 64,443 |
| |
| | 146,925 |
| | (30,045 | ) | | 116,880 |
| |
| Other operating activities: | | | | | | |
| Equity in earnings of unconsolidated companies | 4,749 |
| | (656 | ) | (b2) | 4,093 |
| |
| Gain on sale of properties | 37,046 |
| | | | 37,046 |
| |
| Gain on land sales | 1,505 |
| | | | 1,505 |
| |
| Other operating expenses | (738 | ) | | 23 |
| (b1) | (715 | ) | |
| Impairment charges | (859 | ) | | | | (859 | ) | |
| General and administrative expenses | (19,232 | ) | | | | (19,232 | ) | |
| | 22,471 |
| | (633 | ) | | 21,838 |
| |
| Operating income | 102,860 |
| | (10,098 | ) | | 92,762 |
| |
| Other income (expenses): | | | | | | |
| Interest and other income, net | 533 |
| | | | 533 |
| |
| Interest expense | (30,505 | ) | | 1,548 |
| (b3) | (28,957 | ) | |
| Gain on debt extinguishment | 25 |
| | | | 25 |
| |
| Income from continuing operations before income taxes | 72,913 |
| | (8,550 | ) | | 64,363 |
| |
| Income tax benefit | (2,132 | ) | | | | (2,132 | ) | |
| Income from continuing operations | 70,781 |
| | (8,550 | ) | | 62,231 |
| |
| Net income attributable to noncontrolling interests | (581 | ) | | 47 |
| (b4) | (534 | ) | |
| Net income attributable to common shareholders - continuing operations | $ | 70,200 |
| | $ | (8,503 | ) | | $ | 61,697 |
| |
| | | | | | | |
| Basic net income per common share - continuing operations | $ | 0.20 |
| | | | $ | 0.17 |
| (d1) |
| | | | | | | |
| Diluted net income per common share - continuing operations | $ | 0.20 |
| | | | $ | 0.17 |
| (d2) |
| | | | | | | |
| Weighted average number of common shares outstanding | 355,282 |
| | | | 355,282 |
| |
| Weighted average number of common shares and potential dilutive securities | 360,700 |
| | | | 359,103 |
| (d3) |
See accompanying Notes to Pro Forma Consolidated Financial Statements.
DUKE REALTY CORPORATION AND SUBSIDIARIES
Pro Forma Consolidated Statements of Operations
For the Three Months Ended March 31, 2016
(unaudited, in thousands, except per share amounts)
|
| | | | | | | | | | | | |
| | Historical (a) | | Medical Office Disposition (b) | | Pro Forma | |
| Revenues: | | | | | | |
| Rental and related revenue | $ | 201,803 |
| | $ | (34,791 | ) | (b1) | $ | 167,012 |
| |
| General contractor and service fee revenue | 23,151 |
| | | | 23,151 |
| |
| | 224,954 |
| | (34,791 | ) | | 190,163 |
| |
| Expenses: | | | | | | |
| Rental expenses | 29,278 |
| | (7,006 | ) | (b1) | 22,272 |
| |
| Real estate taxes | 29,627 |
| | (4,264 | ) | (b1) | 25,363 |
| |
| General contractor and other services expenses | 20,920 |
| | | | 20,920 |
| |
| Depreciation and amortization | 77,798 |
| | (16,006 | ) | (b1) | 61,792 |
| |
| | 157,623 |
| | (27,276 | ) | | 130,347 |
| |
| Other operating activities: | | | | | | |
| Equity in earnings of unconsolidated companies | 21,860 |
| | (651 | ) | (b2) | 21,209 |
| |
| Gain on sale of properties | 15,577 |
| | | | 15,577 |
| |
| Gain on land sales | 130 |
| | | | 130 |
| |
| Other operating expenses | (1,237 | ) | | 20 |
| (b1) | (1,217 | ) | |
| Impairment charges | (6,405 | ) | | | | (6,405 | ) | |
| General and administrative expenses | (18,098 | ) | | | | (18,098 | ) | |
| | 11,827 |
| | (631 | ) | | 11,196 |
| |
| Operating income | 79,158 |
| | (8,146 | ) | | 71,012 |
| |
| Other income (expenses): | | | | | | |
| Interest and other income, net | 2,523 |
| | | | 2,523 |
| |
| Interest expense | (37,730 | ) | | 1,326 |
| (b3) | (36,404 | ) | |
| Acquisition-related activity | (3 | ) | | | | (3 | ) | |
| Income from continuing operations before income taxes | 43,948 |
| | (6,820 | ) | | 37,128 |
| |
| Income tax expense | (343 | ) | | | | (343 | ) | |
| Income from continuing operations | 43,605 |
| | (6,820 | ) | | 36,785 |
| |
| Net income attributable to noncontrolling interests | (449 | ) | | 67 |
| (b4) | (382 | ) | |
| Net income attributable to common shareholders - continuing operations | $ | 43,156 |
| | $ | (6,753 | ) | | $ | 36,403 |
| |
| | | | | | | |
| Basic net income per common share - continuing operations | $ | 0.12 |
| | | | $ | 0.10 |
| (d1) |
| | | | | | | |
| Diluted net income per common share - continuing operations | $ | 0.12 |
| | | | $ | 0.10 |
| (d2) |
| | | | | | | |
| Weighted average number of common shares outstanding | 345,665 |
| | | | 345,665 |
| |
| Weighted average number of common shares and potential dilutive securities | 349,674 |
| | | | 349,674 |
| (d3) |
See accompanying Notes to Pro Forma Consolidated Financial Statements.
DUKE REALTY CORPORATION AND SUBSIDIARIES
Pro Forma Consolidated Statements of Operations
For the Year Ended December 31, 2016
(unaudited, in thousands, except per share amounts)
|
| | | | | | | | | | | | |
| | Historical (a) | | Medical Office Disposition (b) | | Pro Forma | |
| Revenues: | | | | | | |
| Rental and related revenue | $ | 813,434 |
| | $ | (146,478 | ) | (b1) | $ | 666,956 |
| |
| General contractor and service fee revenue | 88,810 |
| | | | 88,810 |
| |
| | 902,244 |
| | (146,478 | ) | | 755,766 |
| |
| Expenses: | | | | | | |
| Rental expenses | 107,410 |
| | (29,216 | ) | (b1) | 78,194 |
| |
| Real estate taxes | 118,654 |
| | (17,953 | ) | (b1) | 100,701 |
| |
| General contractor and other services expenses | 80,467 |
| | | | 80,467 |
| |
| Depreciation and amortization | 317,818 |
| | (65,917 | ) | (b1) | 251,901 |
| |
| | 624,349 |
| | (113,086 | ) | | 511,263 |
| |
| Other operating activities: | | | | | | |
| Equity in earnings of unconsolidated companies | 47,403 |
| | (2,585 | ) | (b2) | 44,818 |
| |
Gain on dissolution of unconsolidated company
| 30,697 |
| | | | 30,697 |
| |
Promote income
| 26,299 |
| | | | 26,299 |
| |
| Gain on sale of properties | 162,093 |
| | | | 162,093 |
| |
| Gain on land sales | 9,865 |
| | | | 9,865 |
| |
| Other operating expenses | (3,864 | ) | | 82 |
| (b1) | (3,782 | ) | |
| Impairment charges | (18,018 | ) | | | | (18,018 | ) | |
| General and administrative expenses | (55,389 | ) | | | | (55,389 | ) | |
| | 199,086 |
| | (2,503 | ) | | 196,583 |
| |
| Operating income | 476,981 |
| | (35,895 | ) | | 441,086 |
| |
| Other income (expenses): | | | | | | |
| Interest and other income, net | 4,035 |
| | | | 4,035 |
| |
| Interest expense | (141,576 | ) | | 5,100 |
| (b3) | (136,476 | ) | |
| Loss on debt extinguishment | (33,934 | ) | | | | (33,934 | ) | |
| Acquisition-related activity | 7,176 |
| | | | 7,176 |
| |
| Income (loss) from continuing operations before income taxes | 312,682 |
| | (30,795 | ) | | 281,887 |
| |
| Income tax benefit | 589 |
| | | | 589 |
| |
| Income from continuing operations | 313,271 |
| | (30,795 | ) | | 282,476 |
| |
| Income loss attributable to noncontrolling interests | (3,135 | ) | | 284 |
| (b4) | (2,851 | ) | |
| Net income attributable to common shareholders - continuing operations | $ | 310,136 |
| | $ | (30,511 | ) | | $ | 279,625 |
| |
| | | | | | | |
| Basic net income per common share - continuing operations | $ | 0.88 |
| | | | $ | 0.80 |
| (d1) |
| | | | | | | |
| Diluted net income per common share - continuing operations | $ | 0.88 |
| | | | $ | 0.80 |
| (d2) |
| | | | | | | |
| Weighted average number of common shares outstanding | 349,942 |
| | | | 349,942 |
| |
| Weighted average number of common shares and potential dilutive securities | 357,076 |
| | | | 355,652 |
| (d3) |
See accompanying Notes to Pro Forma Consolidated Financial Statements.
DUKE REALTY CORPORATION AND SUBSIDIARIES
Pro Forma Consolidated Statements of Operations
For the Year Ended December 31, 2015
(unaudited, in thousands, except per share amounts)
|
| | | | | | | | | | | | |
| | Historical (a) | | Medical Office Disposition (b) | | Pro Forma | |
| Revenues: | | | | | | |
| Rental and related revenue | $ | 816,065 |
| | $ | (132,637 | ) | (b1) | $ | 683,428 |
| |
| General contractor and service fee revenue | 133,367 |
| | | | 133,367 |
| |
| | 949,432 |
| | (132,637 | ) | | 816,795 |
| |
| Expenses: | | | | | | |
| Rental expenses | 125,666 |
| | (28,230 | ) | (b1) | 97,436 |
| |
| Real estate taxes | 112,879 |
| | (15,377 | ) | (b1) | 97,502 |
| |
| General contractor and other services expenses | 119,170 |
| | | | 119,170 |
| |
| Depreciation and amortization | 317,329 |
| | (63,386 | ) | (b1) | 253,943 |
| |
| | 675,044 |
| | (106,993 | ) | | 568,051 |
| |
| Other operating activities: | | | | | | |
| Equity in earnings of unconsolidated companies | (3,304 | ) | | (2,530 | ) | (b2) | (5,834 | ) | |
| Gain on sale of properties | 229,702 |
| | | | 229,702 |
| |
| Gain on land sales | 35,054 |
| | | | 35,054 |
| |
| Other operating expenses | (5,947 | ) | | 73 |
| (b1) | (5,874 | ) | |
| Impairment charges | (22,932 | ) | | | | (22,932 | ) | |
| General and administrative expenses | (58,565 | ) | | | | (58,565 | ) | |
| | 174,008 |
| | (2,457 | ) | | 171,551 |
| |
| Operating income | 448,396 |
| | (28,101 | ) | | 420,295 |
| |
| Other income (expenses): | | | | | | |
| Interest and other income, net | 4,667 |
| | | | 4,667 |
| |
| Interest expense | (173,574 | ) | | 4,824 |
| (b3) | (168,750 | ) | |
| Loss on debt extinguishment | (85,713 | ) | | | | (85,713 | ) | |
| Acquisition-related activity | (8,499 | ) | | | | (8,499 | ) | |
| Income (loss) from continuing operations before income taxes | 185,277 |
| | (23,277 | ) | | 162,000 |
| |
| Income tax benefit | 3,928 |
| | | | 3,928 |
| |
| Income (loss) from continuing operations | 189,205 |
| | (23,277 | ) | | 165,928 |
| |
| Net (income) loss attributable to noncontrolling interests | (6,551 | ) | | 236 |
| (b4) | (6,315 | ) | |
| Net income (loss) attributable to common shareholders - continuing operations | $ | 182,654 |
| | $ | (23,041 | ) | | $ | 159,613 |
| |
| | | | | | | |
| Basic net income (loss) per common share - continuing operations | $ | 0.53 |
| | | | $ | 0.47 |
| (d1) |
| | | | | | | |
| Diluted net income (loss) per common share - continuing operations | $ | 0.53 |
| | | | $ | 0.47 |
| (d2) |
| | | | | | | |
| Weighted average number of common shares outstanding | 345,057 |
| | | | 345,057 |
| |
| Weighted average number of common shares and potential dilutive securities | 352,197 |
| | | | 352,197 |
| |
See accompanying Notes to Pro Forma Consolidated Financial Statements.
DUKE REALTY CORPORATION AND SUBSIDIARIES
Pro Forma Consolidated Statements of Operations
For the Year Ended December 31, 2014
(unaudited, in thousands, except per share amounts)
|
| | | | | | | | | | | | |
| | Historical (a) | | Medical Office Disposition (b) | | Pro Forma | |
| Revenues: | | | | | | |
| Rental and related revenue | $ | 822,351 |
| | $ | (124,153 | ) | (b1) | $ | 698,198 |
| |
| General contractor and service fee revenue | 224,500 |
| | | | 224,500 |
| |
| | 1,046,851 |
| | (124,153 | ) | | 922,698 |
| |
| Expenses: | | | | | | |
| Rental expenses | 136,278 |
| | (29,121 | ) | (b1) | 107,157 |
| |
| Real estate taxes | 115,013 |
| | (13,975 | ) | (b1) | 101,038 |
| |
| General contractor and other services expenses | 200,031 |
| | | | 200,031 |
| |
| Depreciation and amortization | 346,275 |
| | (60,806 | ) | (b1) | 285,469 |
| |
| | 797,597 |
| | (103,902 | ) | | 693,695 |
| |
| Other operating activities: | | | | | | |
| Equity in earnings of unconsolidated companies | 94,317 |
| | (2,529 | ) | (b2) | 91,788 |
| |
| Gain on sale of properties | 162,715 |
| | | | 162,715 |
| |
| Gain on land sales | 10,441 |
| | | | 10,441 |
| |
| Other operating expenses | (7,191 | ) | | 73 |
| (b1) | (7,118 | ) | |
| Impairment charges | (49,106 | ) | | | | (49,106 | ) | |
| General and administrative expenses | (49,362 | ) | | | | (49,362 | ) | |
| | 161,814 |
| | (2,456 | ) | | 159,358 |
| |
| Operating income | 411,068 |
| | (22,707 | ) | | 388,361 |
| |
| Other income (expenses): | | | | | | |
| Interest and other income, net | 1,246 |
| | | | 1,246 |
| |
| Interest expense | (196,186 | ) | | 5,493 |
| (b3) | (190,693 | ) | |
| Loss on debt extinguishment | (283 | ) | | | | (283 | ) | |
| Acquisition-related activity | (1,099 | ) | | | | (1,099 | ) | |
| Income from continuing operations before income taxes | 214,746 |
| | (17,214 | ) | | 197,532 |
| |
| Income tax benefit | 844 |
| | | | 844 |
| |
| Income from continuing operations | 215,590 |
| | (17,214 | ) | | 198,376 |
| |
| Dividends on preferred shares | (24,943 | ) | | | | (24,943 | ) | |
| Adjustments for redemption/repurchase of preferred shares | (13,752 | ) | | | | (13,752 | ) | |
| Net income attributable to noncontrolling interests | (2,867 | ) | | 269 |
| (b4) | (2,598 | ) | |
| Net income attributable to common shareholders - continuing operations | $ | 174,028 |
| | $ | (16,945 | ) | | $ | 157,083 |
| |
| | | | | | | |
| Basic net income per common share - continuing operations | $ | 0.51 |
| | | | $ | 0.46 |
| (d1) |
| | | | | | | |
| Diluted net income per common share - continuing operations | $ | 0.51 |
| | | | $ | 0.46 |
| (d2) |
| | | | | | | |
| Weighted average number of common shares outstanding | 335,777 |
| | | | 335,777 |
| |
| Weighted average number of common shares and potential dilutive securities | 340,446 |
| | | | 340,446 |
| (d3) |
See accompanying Notes to Pro Forma Consolidated Financial Statements.
DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
Pro Forma Consolidated Balance Sheets
As of March 31, 2017
(unaudited and in thousands)
|
| | | | | | | | | | | | | | | |
| | Historical (A) | | Suburban Office Disposition (B) | | Use of Proceeds (C) | | Pro Forma |
| ASSETS | | | | | | | |
| Real estate investments: | | | | | | | |
| Real estate assets | $ | 6,592,579 |
| | $ | (1,218,041 | ) | (B1) | | | $ | 5,374,538 |
|
| Construction in progress | 441,058 |
| | (42,702 | ) | (B1) | | | 398,356 |
|
| Investments in and advances to unconsolidated companies | 192,709 |
| | (40,403 | ) | (B1) | | | 152,306 |
|
| Undeveloped land | 217,017 |
| | (10,945 | ) | (B1) | | | 206,072 |
|
| | 7,443,363 |
| | (1,312,091 | ) | | — |
| | 6,131,272 |
|
| Accumulated depreciation | (1,325,431 | ) | | 216,200 |
| (B1) | | | (1,109,231 | ) |
| Net real estate investments | 6,117,932 |
| | (1,095,891 | ) | | — |
| | 5,022,041 |
|
| | | | | | | | |
| Real estate investments and other assets held-for-sale | 81,563 |
| | | | | | 81,563 |
|
| | | | | | | | |
| Cash and cash equivalents | 13,389 |
| | 2,146,746 |
| (B2) | (925,397 | ) | (C1) | 1,234,738 |
|
| Accounts receivable, net of allowance of $2,148 | 19,089 |
| | (4,649 | ) | (B1) | | | 14,440 |
|
| Straight-line rent receivable, net of allowance of $5,506 | 116,083 |
| | (29,897 | ) | (B1) | | | 86,186 |
|
| Receivables on construction contracts, including retentions | 5,001 |
| | (1,668 | ) | (B1) | | | 3,333 |
|
| Deferred leasing and other costs, net of accumulated amortization of $258,388 | 338,733 |
| | (72,928 | ) | (B1) | | | 265,805 |
|
| Escrow deposits and other assets | 266,720 |
| | 272,973 |
| (B3) | | | 539,693 |
|
| | $ | 6,958,510 |
| | $ | 1,214,686 |
| | $ | (925,397 | ) | | $ | 7,247,799 |
|
| LIABILITIES AND EQUITY | | | | | | | |
| Indebtedness: | | | | | | | |
| Secured debt, net of deferred financing costs of $869 | $ | 366,238 |
| | | | | | $ | 366,238 |
|
| Unsecured debt, net of deferred financing costs of $21,195 | 2,477,024 |
| | | | (663,068 | ) | (C2) | 1,813,956 |
|
| Unsecured line of credit | 237,000 |
| | | | (237,000 | ) | (C3) | — |
|
| | 3,080,262 |
| | — |
| | (900,068 | ) | | 2,180,194 |
|
| | | | | | | | |
| Liabilities related to real estate investments held-for-sale | 2,708 |
| | | | | | 2,708 |
|
| | | | | | | | |
| Construction payables and amounts due subcontractors, including retentions | 67,004 |
| | (10,666 | ) | (B1) | | | 56,338 |
|
| Accrued real estate taxes | 69,823 |
| | (7,520 | ) | (B1) | | | 62,303 |
|
| Accrued interest | 28,865 |
| | | | | | 28,865 |
|
| Other liabilities | 168,583 |
| | (23,132 | ) | (B1) | | | 145,451 |
|
| Tenant security deposits and prepaid rents | 43,385 |
| | (5,800 | ) | (B1) | | | 37,585 |
|
| Total liabilities | 3,460,630 |
| | (47,118 | ) | | (900,068 | ) | | 2,513,444 |
|
| Partners’ equity: | | | | | | | |
| | | | | | | | |
| Common equity (355,587 General Partner Units issued and outstanding) | 3,466,775 |
| | 1,250,195 |
| (B4) | (25,096 | ) | (C4) | 4,691,874 |
|
| Limited Partners' common equity (3,308 Limited Partner Units issued and outstanding) | 27,976 |
| | 11,609 |
| (B4) | (233 | ) | (C4) | 39,352 |
|
| Accumulated other comprehensive income | 426 |
| | | | | | 426 |
|
| Total partners' equity | 3,495,177 |
| | 1,261,804 |
| | (25,329 | ) | | 4,731,652 |
|
| Noncontrolling interests | 2,703 |
| | | | | | 2,703 |
|
| Total equity | 3,497,880 |
| | 1,261,804 |
| | (25,329 | ) | | 4,734,355 |
|
| | $ | 6,958,510 |
| | $ | 1,214,686 |
| | $ | (925,397 | ) | | $ | 7,247,799 |
|
See accompanying Notes to Pro Forma Consolidated Financial Statements.
DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
Pro Forma Consolidated Statements of Operations
For the Three Months Ended March 31, 2017
(unaudited, in thousands, except per share amounts)
|
| | | | | | | | | | | | |
| | Historical (a) | | Medical Office Disposition (b) | | Pro Forma | |
| Revenues: | | | | | | |
| Rental and related revenue | $ | 217,915 |
| | $ | (39,510 | ) | (b1) | $ | 178,405 |
| |
| General contractor and service fee revenue | 9,399 |
| | | | 9,399 |
| |
| | 227,314 |
| | (39,510 | ) | | 187,804 |
| |
| Expenses: | | | | | | |
| Rental expenses | 25,271 |
| | (7,476 | ) | (b1) | 17,795 |
| |
| Real estate taxes | 32,473 |
| | (5,455 | ) | (b1) | 27,018 |
| |
| General contractor and other services expenses | 7,624 |
| | | | 7,624 |
| |
| Depreciation and amortization | 81,557 |
| | (17,114 | ) | (b1) | 64,443 |
| |
| | 146,925 |
| | (30,045 | ) | | 116,880 |
| |
| Other operating activities: | | | | | | |
| Equity in earnings of unconsolidated companies | 4,749 |
| | (656 | ) | (b2) | 4,093 |
| |
| Gain on sale of properties | 37,046 |
| | | | 37,046 |
| |
| Gain on land sales | 1,505 |
| | | | 1,505 |
| |
| Other operating expenses | (738 | ) | | 23 |
| (b1) | (715 | ) | |
| Impairment charges | (859 | ) | | | | (859 | ) | |
| General and administrative expenses | (19,232 | ) | | | | (19,232 | ) | |
| | 22,471 |
| | (633 | ) | | 21,838 |
| |
| Operating income | 102,860 |
| | (10,098 | ) | | 92,762 |
| |
| Other income (expenses): | | | | | | |
| Interest and other income, net | 533 |
| | | | 533 |
| |
| Interest expense | (30,505 | ) | | 1,548 |
| (b3) | (28,957 | ) | |
| Gain on debt extinguishment | 25 |
| | | | 25 |
| |
| Income from continuing operations before income taxes | 72,913 |
| | (8,550 | ) | | 64,363 |
| |
| Income tax expense | (2,132 | ) | | | | (2,132 | ) | |
| Income from continuing operations | 70,781 |
| | (8,550 | ) | | 62,231 |
| |
| Net (income) loss attributable to noncontrolling interests | 71 |
| | | | 71 |
| |
| Net income attributable to common shareholders - continuing operations | $ | 70,852 |
| | $ | (8,550 | ) | | $ | 62,302 |
| |
| | | | | | | |
| Basic net income per common share - continuing operations | $ | 0.20 |
| | | | $ | 0.17 |
| (d1) |
| | | | | | | |
| Diluted net income per common share - continuing operations | $ | 0.20 |
| | | | $ | 0.17 |
| (d2) |
| | | | | | | |
| Weighted average number of common shares outstanding | 358,598 |
| | | | 358,598 |
| |
| Weighted average number of common shares and potential dilutive securities | 360,700 |
| | | | 359,103 |
| (d3) |
See accompanying Notes to Pro Forma Consolidated Financial Statements.
DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
Pro Forma Consolidated Statements of Operations
For the Three Months Ended March 31, 2016
(unaudited, in thousands, except per share amounts)
|
| | | | | | | | | | | | |
| | Historical (a) | | Medical Office Disposition (b) | | Pro Forma | |
| Revenues: | | | | | | |
| Rental and related revenue | $ | 201,803 |
| | $ | (34,791 | ) | (b1) | $ | 167,012 |
| |
| General contractor and service fee revenue | 23,151 |
| | | | 23,151 |
| |
| | 224,954 |
| | (34,791 | ) | | 190,163 |
| |
| Expenses: | | | | | | |
| Rental expenses | 29,278 |
| | (7,006 | ) | (b1) | 22,272 |
| |
| Real estate taxes | 29,627 |
| | (4,264 | ) | (b1) | 25,363 |
| |
| General contractor and other services expenses | 20,920 |
| | | | 20,920 |
| |
| Depreciation and amortization | 77,798 |
| | (16,006 | ) | (b1) | 61,792 |
| |
| | 157,623 |
| | (27,276 | ) | | 130,347 |
| |
| Other operating activities: | | | | | | |
| Equity in earnings of unconsolidated companies | 21,860 |
| | (651 | ) | (b2) | 21,209 |
| |
| Gain on sale of properties | 15,577 |
| | | | 15,577 |
| |
| Gain on land sales | 130 |
| | | | 130 |
| |
| Other operating expenses | (1,237 | ) | | 20 |
| (b1) | (1,217 | ) | |
| Impairment charges | (6,405 | ) | | | | (6,405 | ) | |
| General and administrative expenses | (18,098 | ) | | | | (18,098 | ) | |
| | 11,827 |
| | (631 | ) | | 11,196 |
| |
| Operating income | 79,158 |
| | (8,146 | ) | | 71,012 |
| |
| Other income (expenses): | | | | | | |
| Interest and other income, net | 2,523 |
| | | | 2,523 |
| |
| Interest expense | (37,730 | ) | | 1,326 |
| (b3) | (36,404 | ) | |
| Acquisition-related activity | (3 | ) | | | | (3 | ) | |
| Income from continuing operations before income taxes | 43,948 |
| | (6,820 | ) | | 37,128 |
| |
| Income tax expense | (343 | ) | | | | (343 | ) | |
| Income from continuing operations | 43,605 |
| | (6,820 | ) | | 36,785 |
| |
| Net income attributable to noncontrolling interests | (11 | ) | | | | (11 | ) | |
| Net income attributable to common shareholders - continuing operations | $ | 43,594 |
| | $ | (6,820 | ) | | $ | 36,774 |
| |
| | | | | | | |
| Basic net income per common share - continuing operations | $ | 0.12 |
| | | | $ | 0.10 |
| (d1) |
| | | | | | | |
| Diluted net income per common share - continuing operations | $ | 0.12 |
| | | | $ | 0.10 |
| (d2) |
| | | | | | | |
| Weighted average number of common shares outstanding | 349,163 |
| | | | 349,163 |
| |
| Weighted average number of common shares and potential dilutive securities | 349,674 |
| | | | 349,674 |
| (d3) |
See accompanying Notes to Pro Forma Consolidated Financial Statements.
DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
Pro Forma Consolidated Statements of Operations
For the Year Ended December 31, 2016
(unaudited, in thousands, except per unit amounts)
|
| | | | | | | | | | | | |
| | Historical (a) | | Medical Office Disposition (b) | | Pro Forma | |
| Revenues: | | | | | | |
| Rental and related revenue | $ | 813,434 |
| | $ | (146,478 | ) | (b1) | $ | 666,956 |
| |
| General contractor and service fee revenue | 88,810 |
| | | | 88,810 |
| |
| | 902,244 |
| | (146,478 | ) | | 755,766 |
| |
| Expenses: | | | | | | |
| Rental expenses | 107,410 |
| | (29,216 | ) | (b1) | 78,194 |
| |
| Real estate taxes | 118,654 |
| | (17,953 | ) | (b1) | 100,701 |
| |
| General contractor and other services expenses | 80,467 |
| | | | 80,467 |
| |
| Depreciation and amortization | 317,818 |
| | (65,917 | ) | (b1) | 251,901 |
| |
| | 624,349 |
| | (113,086 | ) | | 511,263 |
| |
| Other operating activities: | | | | | | |
| Equity in earnings of unconsolidated companies | 47,403 |
| | (2,585 | ) | (b2) | 44,818 |
| |
| Gain on dissolution of unconsolidated company | 30,697 |
| | | | 30,697 |
| |
| Promote income | 26,299 |
| | | | 26,299 |
| |
| Gain on sale of properties | 162,093 |
| | | | 162,093 |
| |
| Gain on land sales | 9,865 |
| | | | 9,865 |
| |
| Other operating expenses | (3,864 | ) | | 82 |
| (b1) | (3,782 | ) | |
| Impairment charges | (18,018 | ) | | | | (18,018 | ) | |
| General and administrative expenses | (55,389 | ) | | | | (55,389 | ) | |
| | 199,086 |
| | (2,503 | ) | | 196,583 |
| |
| Operating income | 476,981 |
| | (35,895 | ) | | 441,086 |
| |
| Other income (expenses): | | | | | | |
| Interest and other income, net | 4,035 |
| | | | 4,035 |
| |
| Interest expense | (141,576 | ) | | 5,100 |
| (b3) | (136,476 | ) | |
| Loss on debt extinguishment | (33,934 | ) | | | | (33,934 | ) | |
| Acquisition-related activity | 7,176 |
| | | | 7,176 |
| |
| Income from continuing operations before income taxes | 312,682 |
| | (30,795 | ) | | 281,887 |
| |
| Income tax benefit | 589 |
| | | | 589 |
| |
| Income from continuing operations | 313,271 |
| | (30,795 | ) | | 282,476 |
| |
| Net income attributable to noncontrolling interests | (46 | ) | | | | (46 | ) | |
| Net income attributable to common unitholders - continuing operations | $ | 313,225 |
| | $ | (30,795 | ) | | $ | 282,430 |
| |
| | | | | | | |
| Basic net income per Common Unit - continuing operations | $ | 0.88 |
| | | | $ | 0.80 |
| (d1) |
| | | | | | | |
| Diluted net income per Common Unit - continuing operations | $ | 0.88 |
| | | | $ | 0.80 |
| (d2) |
| | | | | | | |
| Weighted average number of Common Units outstanding | 353,423 |
| | | | 353,423 |
| |
| Weighted average number of Common Units and potential dilutive securities | 357,076 |
| | | | 355,652 |
| (d3) |
See accompanying Notes to Pro Forma Consolidated Financial Statements.
DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
Pro Forma Consolidated Statements of Operations
For the Year Ended December 31, 2015
(unaudited, in thousands, except per unit amounts)
|
| | | | | | | | | | | | |
| | Historical (a) | | Medical Office Disposition (b) | | Pro Forma | |
| Revenues: | | | | | | |
| Rental and related revenue | $ | 816,065 |
| | $ | (132,637 | ) | (b1) | $ | 683,428 |
| |
| General contractor and service fee revenue | 133,367 |
| | | | 133,367 |
| |
| | 949,432 |
| | (132,637 | ) | | 816,795 |
| |
| Expenses: | | | | | | |
| Rental expenses | 125,666 |
| | (28,230 | ) | (b1) | 97,436 |
| |
| Real estate taxes | 112,879 |
| | (15,377 | ) | (b1) | 97,502 |
| |
| General contractor and other services expenses | 119,170 |
| | | | 119,170 |
| |
| Depreciation and amortization | 317,329 |
| | (63,386 | ) | (b1) | 253,943 |
| |
| | 675,044 |
| | (106,993 | ) | | 568,051 |
| |
| Other operating activities: | | | | | | |
| Equity in earnings of unconsolidated companies | (3,304 | ) | | (2,530 | ) | (b2) | (5,834 | ) | |
| Gain on sale of properties | 229,702 |
| | | | 229,702 |
| |
| Gain on land sales | 35,054 |
| | | | 35,054 |
| |
| Other operating expenses | (5,947 | ) | | 73 |
| (b1) | (5,874 | ) | |
| Impairment charges | (22,932 | ) | | | | (22,932 | ) | |
| General and administrative expenses | (58,565 | ) | | | | (58,565 | ) | |
| | 174,008 |
| | (2,457 | ) | | 171,551 |
| |
| Operating income | 448,396 |
| | (28,101 | ) | | 420,295 |
| |
| Other income (expenses): | | | | | | |
| Interest and other income, net | 4,667 |
| | | | 4,667 |
| |
| Interest expense | (173,574 | ) | | 4,824 |
| (b3) | (168,750 | ) | |
| Loss on debt extinguishment | (85,713 | ) | | | | (85,713 | ) | |
| Acquisition-related activity | (8,499 | ) | | | | (8,499 | ) | |
| Income from continuing operations before income taxes | 185,277 |
| | (23,277 | ) | | 162,000 |
| |
| Income tax benefit | 3,928 |
| | | | 3,928 |
| |
| Income from continuing operations | 189,205 |
| | (23,277 | ) | | 165,928 |
| |
| Net income attributable to noncontrolling interests | (147 | ) | | | | (147 | ) | |
| Net income attributable to common unitholders - continuing operations | $ | 189,058 |
| | $ | (23,277 | ) | | $ | 165,781 |
| |
| | | | | | | |
| Basic net income per Common Unit - continuing operations | $ | 0.53 |
| | | | $ | 0.47 |
| (d1) |
| | | | | | | |
| Diluted net income per Common Unit - continuing operations | $ | 0.53 |
| | | | $ | 0.47 |
| (d2) |
| | | | | | | |
| Weighted average number of Common Units outstanding | 348,639 |
| | | | 348,639 |
| |
| Weighted average number of Common Units and potential dilutive securities | 352,197 |
| | | | 352,197 |
| |
See accompanying Notes to Pro Forma Consolidated Financial Statements.
DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
Pro Forma Consolidated Statements of Operations
For the Year Ended December 31, 2014
(unaudited, in thousands, except per unit amounts)
|
| | | | | | | | | | | | |
| | Historical (a) | | Medical Office Disposition (b) | | Pro Forma | |
| Revenues: | | | | | | |
| Rental and related revenue | $ | 822,351 |
| | $ | (124,153 | ) | (b1) | $ | 698,198 |
| |
| General contractor and service fee revenue | 224,500 |
| | | | 224,500 |
| |
| | 1,046,851 |
| | (124,153 | ) | | 922,698 |
| |
| Expenses: | | | | | | |
| Rental expenses | 136,278 |
| | (29,121 | ) | (b1) | 107,157 |
| |
| Real estate taxes | 115,013 |
| | (13,975 | ) | (b1) | 101,038 |
| |
| General contractor and other services expenses | 200,031 |
| | | | 200,031 |
| |
| Depreciation and amortization | 346,275 |
| | (60,806 | ) | (b1) | 285,469 |
| |
| | 797,597 |
| | (103,902 | ) | | 693,695 |
| |
| Other operating activities: | | | | | | |
| Equity in earnings of unconsolidated companies | 94,317 |
| | (2,529 | ) | (b2) | 91,788 |
| |
| Gain on sale of properties | 162,715 |
| | | | 162,715 |
| |
| Gain on land sales | 10,441 |
| | | | 10,441 |
| |
| Other operating expenses | (7,191 | ) | | 73 |
| (b1) | (7,118 | ) | |
| Impairment charges | (49,106 | ) | | | | (49,106 | ) | |
| General and administrative expenses | (49,362 | ) | | | | (49,362 | ) | |
| | 161,814 |
| | (2,456 | ) | | 159,358 |
| |
| Operating income | 411,068 |
| | (22,707 | ) | | 388,361 |
| |
| Other income (expenses): | | | | | | |
| Interest and other income, net | 1,246 |
| | | | 1,246 |
| |
| Interest expense | (196,186 | ) | | 5,493 |
| (b3) | (190,693 | ) | |
| Loss on debt extinguishment | (283 | ) | | | | (283 | ) | |
| Acquisition-related activity | (1,099 | ) | | | | (1,099 | ) | |
| Income from continuing operations before income taxes | 214,746 |
| | (17,214 | ) | | 197,532 |
| |
| Income tax benefit | 844 |
| | | | 844 |
| |
| Income from continuing operations | 215,590 |
| | (17,214 | ) | | 198,376 |
| |
| Distributions on Preferred Units | (24,943 | ) | | | | (24,943 | ) | |
| Adjustments for redemption/repurchase of Preferred Units | (13,752 | ) | | | | (13,752 | ) | |
| Net income attributable to noncontrolling interests | (240 | ) | | | | (240 | ) | |
| Net income attributable to common unitholders - continuing operations | $ | 176,655 |
| | $ | (17,214 | ) | | $ | 159,441 |
| |
| | | | | | | |
| Basic net income per Common Unit - continuing operations | $ | 0.51 |
| | | | $ | 0.46 |
| (d1) |
| | | | | | | |
| Diluted net income per Common Unit - continuing operations | $ | 0.51 |
| | | | $ | 0.46 |
| (d2) |
| | | | | | | |
| Weighted average number of Common Units outstanding | 340,085 |
| | | | 340,085 |
| |
| Weighted average number of Common Units and potential dilutive securities | 340,446 |
| | | | 340,446 |
| (d3) |
See accompanying Notes to Pro Forma Consolidated Financial Statements.
Duke Realty Corporation and Duke Realty Limited Partnership
Notes to Pro Forma Consolidated Financial Statements
(unaudited)
Note 1: Pro Forma Consolidated Balance Sheet Notes |
| | |
| | (A) | Reflects the consolidated balance sheet as of March 31, 2017, as contained in the historical consolidated financial statements and notes thereto presented in our Quarterly Report on Form 10-Q for the three months ended March 31, 2017. |
|
| | |
| | (B) | Represents adjustments to reflect the medical office portfolio disposition as follows: |
|
| | |
| | (B1) | Represents the de-recognition of carrying amounts as of March 31, 2017 for the assets, the related accumulated depreciation and working capital assets and liabilities related to the properties that were, or are expected to be, subsequently sold in the medical office portfolio disposition. |
|
| | |
| | (B2) | Represents net cash received, or to be received, from the medical office portfolio disposition after considering $286.0 million of seller financing as well as a reduction to proceeds of $89 million for costs to complete and other transaction costs. |
|
| | |
| | (B3) | Includes (i) the de-recognition of $13.0 million of working capital assets related to the 65 properties sold in the medical office portfolio disposition as well as (ii) the recognition of $286.0 million of seller-financing provided to the buyer that bears interest at 4.0% and is secured by first mortgage interests in certain of the sold properties that mature at various dates over the three-year term. |
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| | |
| | (B4) | Represents the controlling and non-controlling interests’ share (or general partner and limited partners' share for the Partnership) of the gain, calculated as the difference between the actual net proceeds and seller financing received on March 31, 2017 from the medical office portfolio disposition and the net carrying amount of the assets and liabilities assumed to be de-recognized at March 31, 2017, to reflect the effects of the sale of properties in the medical office portfolio disposition. |
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| | |
| | (C) | Represents use of proceeds as follows: |
|
| | |
| | (C1) | Represents the assumed use of cash proceeds from the medical office portfolio disposition to repay debt, and to pay related prepayment premiums, on March 31, 2017. |
| | (C2) | Represents the assumed use of a portion of the net proceeds from the medical office portfolio disposition to repay (i) a $250 million variable rate term loan (bearing interest at LIBOR plus 1.0%) with a scheduled maturity in January 2019, (ii) $285.6 million of unsecured notes bearing interest at a stated rate of 6.5% with a scheduled maturity in January 2018 (the "2018 Notes") and (iii) $128.7 million of unsecured notes bearing interest at a stated rate of 6.75% with a scheduled maturity in March 2020 (the "2020 Notes"). Also includes the de-recognition of the carrying amounts, as of March 31, 2017, of the deferred financing costs associated with these loan repayments. |
| | (C3) | Represents the assumed use of a portion of net proceeds from the medical office portfolio disposition to repay the $237.0 million outstanding under our unsecured line of credit at March 31, 2017. |
| | (C4) | Represents the controlling and non-controlling interests’ share (or general partner and limited partners' share for the Partnership) of the loss on extinguishment on the 2018 Notes and 2020 Notes. |
Note 2: Pro Forma Consolidated Statements of Operations Notes |
| | |
| | (a) | Reflects the consolidated results of operations for the three months ended March 31, 2017 and 2016, and the years ended December 31, 2016, 2015, and 2014, as contained in the historical consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2016 as well as the unaudited interim period results for the three month periods ended March 31, 2017 and 2016 as contained in the historical consolidated financial statements and notes thereto presented in our Quarterly Report on Form 10-Q for the three months ended March 31, 2017. |
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| | (b) | Adjustments related to interest income on $286.0 million of seller financing provided to the buyer, bearing interest at 4.0%, are not included in the pro forma Consolidated Statements of Operations due to the terms not necessarily reflecting market conditions for all periods presented and the fact that all of the properties securing the seller financing had not yet been acquired or constructed during all of the periods presented. The following represent adjustments to reflect the medical office portfolio disposition: |
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| | (b1) | Reflects the revenues and expenses of the properties sold in connection with the medical office portfolio disposition for the years ended December 31, 2016, 2015, and 2014 and the three month periods ended March 31, 2017 and 2016. |
Duke Realty Corporation and Duke Realty Limited Partnership
Notes to Pro Forma Consolidated Financial Statements
(unaudited)
|
| | |
| | (b2) | Represents equity in earnings from the ownership interest in one unconsolidated joint venture that is expected to be sold as part of the medical office portfolio. |
| | (b3) | Reflects adjustments to interest expense to reflect the following: (i) $1.1 million, $1.0 million, $4.1 million, $3.4 million and $3.7 million of interest expense for the three months ended March 31, 2017 and 2016, and the years ended December 31, 2016, 2015, and 2014, respectively, associated with the $250 million floating rate term loan that would not have been incurred had the properties been sold at January 1, 2014 and (ii) $433,000, $333,000, $1.0 million, $1.4 million and $1.8 million for the three months ended March 31, 2017 and 2016, and the years ended December 31, 2016, 2015, and 2014, respectively, associated with the interest incurred on our unsecured credit facility that would not have been incurred had we not had any outstanding borrowings during those periods. At no time during the three months ended March 31, 2017 and 2016, and the years ended December 31, 2016, 2015, and 2014 did the outstanding borrowings on our unsecured credit facility exceed the net proceeds received from the medical office portfolio disposition.
Interest savings from the repayment of the 2018 Notes or the 2020 Notes are not reflected in the pro forma Statements of Operations. |
| | (b4) | Reflects adjustments to net (income) loss attributable to noncontrolling interests for the adjustments to net income noted above. |
|
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| | (d1) | Calculation of basic income (loss) per common share or unit includes an adjustment of $542,000, $584,000, $2.4 million, $3.1 million, and $2.6 million for dividends on participating securities for the three month periods ended March 31, 2017 and 2016 and the years ended December 31, 2016, 2015, and 2014, respectively, as reflected in our historical financial statements. |
| | (d2) | After consideration of the pro forma adjustments, calculation of diluted income (loss) per common share or unit includes an adjustment of $542,000 and $584,000 for dividends on participating securities for the three month periods ended March 31, 2017 and 2016 as well as $1.2 million and $2.6 million the years ended December 31, 2016 and 2014, respectively. |
| | (d3) | After consideration of the pro forma adjustments, certain common share or unit equivalents totaling 2.7 million shares and 2.8 million shares were anti-dilutive to diluted earnings per share for the three month periods ended March 31, 2017 and March 31, 2016 while 1.4 million shares and 3.1 million common share or unit equivalents were anti-dilutive to diluted earnings per share for the years ended December 31, 2016 and 2014 respectively. |
Note 3: Pro Forma Revenues by Operating Segment
The following tables present revenues for each reportable segment as if the medical office portfolio disposition closed on January 1, 2014 (in thousands):
|
| | | | | | | | | | | | |
| | | March 31, 2017 | | Medical Office Disposition | | Pro Forma |
| Revenues | | | | | | |
| Rental Operations: | | | | | | |
| Industrial | | $ | 156,882 |
| | | | $ | 156,882 |
|
| Medical Office | | 47,522 |
| | (39,510 | ) | | 8,012 |
|
| Non-reportable Rental Operations | | 13,133 |
| | | | 13,133 |
|
| Service Operations | | 9,399 |
| | | | 9,399 |
|
| Total segment revenues | | 226,936 |
| | (39,510 | ) | | 187,426 |
|
| Other revenue | | 378 |
| | | | 378 |
|
| Consolidated revenue from continuing operations | | $ | 227,314 |
| | $ | (39,510 | ) | | $ | 187,804 |
|
Duke Realty Corporation and Duke Realty Limited Partnership
Notes to Pro Forma Consolidated Financial Statements
(unaudited)
|
| | | | | | | | | | | | |
| | | March 31, 2016 | | Medical Office Disposition | | Pro Forma |
| Revenues | | | | | | |
| Rental Operations: | | | | | | |
| Industrial | | $ | 142,980 |
| | | | $ | 142,980 |
|
| Medical Office | | 42,225 |
| | (34,791 | ) | | 7,434 |
|
| Non-reportable Rental Operations | | 14,896 |
| | | | 14,896 |
|
| Service Operations | | 23,151 |
| | | | 23,151 |
|
| Total segment revenues | | 223,252 |
| | (34,791 | ) | | 188,461 |
|
| Other revenue | | 1,702 |
| | | | 1,702 |
|
| Consolidated revenue from continuing operations | | $ | 224,954 |
| | $ | (34,791 | ) | | $ | 190,163 |
|
|
| | | | | | | | | | | | |
| | | 2016 | | Medical Office Disposition | | Pro Forma |
| Revenues | | | | | | |
| Rental Operations: | | | | | | |
| Industrial | | $ | 583,019 |
| | | | $ | 583,019 |
|
| Medical Office | | 175,437 |
| | (146,478 | ) | | 28,959 |
|
| Non-reportable Rental Operations | | 46,980 |
| | | | 46,980 |
|
| Service Operations | | 88,810 |
| | | | 88,810 |
|
| Total segment revenues | | 894,246 |
| | (146,478 | ) | | 747,768 |
|
| Other revenue | | 7,998 |
| | | | 7,998 |
|
| Consolidated revenue from continuing operations | | $ | 902,244 |
| | $ | (146,478 | ) | | $ | 755,766 |
|
|
| | | | | | | | | | | | |
| | | 2015 | | Medical Office Disposition | | Pro Forma |
| Revenues | | | | | | |
| Rental Operations: | | | | | | |
| Industrial | | $ | 556,903 |
| | | | $ | 556,903 |
|
| Medical Office | | 160,951 |
| | (132,637 | ) | | 28,314 |
|
| Non-reportable Rental Operations | | 90,722 |
| | | | 90,722 |
|
| Service Operations | | 133,367 |
| | | | 133,367 |
|
| Total segment revenues | | 941,943 |
| | (132,637 | ) | | 809,306 |
|
| Other revenue | | 7,489 |
| | | | 7,489 |
|
| Consolidated revenue from continuing operations | | $ | 949,432 |
| | $ | (132,637 | ) | | $ | 816,795 |
|
|
| | | | | | | | | | | | |
| | | 2014 | | Medical Office Disposition | | Pro Forma |
| Revenues | | | | | | |
| Rental Operations: | | | | | | |
| Industrial | | $ | 529,144 |
| | | | $ | 529,144 |
|
| Medical Office | | 146,530 |
| | (124,153 | ) | | 22,377 |
|
| Non-reportable Rental Operations | | 140,536 |
| | | | 140,536 |
|
| Service Operations | | 224,500 |
| | | | 224,500 |
|
| Total segment revenues | | 1,040,710 |
| | (124,153 | ) | | 916,557 |
|
| Other revenue | | 6,141 |
| | | | 6,141 |
|
| Consolidated revenue from continuing operations | | $ | 1,046,851 |
| | $ | (124,153 | ) | | $ | 922,698 |
|
