Condensed Consolidating Financial Information | Note 13 – Condensed Consolidating Financial Information During October 2013, the Operating Partnership issued $275.0 million aggregate principal amount of 4.50% senior notes at 99.038% of face value in a private placement. The senior notes are jointly and severally, fully and unconditionally guaranteed by DCT and certain of the Company’s wholly owned subsidiaries. During May 2014, we completed the exchange of these notes for SEC registered notes having substantially identical terms. The following tables present the condensed consolidated financial information for (a) DCT Industrial Trust, Inc. (“Parent” and a guarantor), (b) DCT Industrial Operating Partnership LP (“Subsidiary Issuer”), (c) on a combined basis, the guarantor subsidiaries (“Subsidiary Guarantors”), and (d) on a combined basis, the non-guarantor subsidiaries (“Non-Guarantor Subsidiaries”). Additional columns present consolidating adjustments and consolidated totals as of June 30, 2015 and December 31, 2014 and for the three and six months ended June 30, 2015 and 2014. Certain of our subsidiaries may be released from their guarantees, primarily due to the disposition of properties. These changes in guarantors are reflected retrospectively for all periods presented. Separate financial statements of the Subsidiary Guarantors are not presented because the guarantee by each 100% owned Subsidiary Guarantor is full and unconditional, joint and several. Furthermore, there are no significant legal restrictions on the Parent’s ability to obtain funds from its subsidiaries by dividend or loan. Investments in consolidated subsidiaries are accounted for using the equity method for purposes of the combined presentation. The consolidating adjustments principally relate to the elimination of investments in consolidated subsidiaries and intercompany balances and transactions. Condensed Consolidated Balance Sheets June 30, 2015 (in thousands) (unaudited) Parent Subsidiary Issuer Subsidiary Guarantors Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated ASSETS Land $ - $ - $ 854,241 $ 152,367 $ - $ 1,006,608 Buildings and improvements - - 2,436,065 443,473 - 2,879,538 Intangible lease assets - - 64,884 24,446 - 89,330 Construction in progress - - 80,540 5,255 - 85,795 Total investment in properties - - 3,435,730 625,541 - 4,061,271 Less accumulated depreciation and amortization - - (613,083 ) (111,705 ) - (724,788 ) Net investment in properties - - 2,822,647 513,836 - 3,336,483 Investments in and advances to unconsolidated joint ventures - 92,117 598 - - 92,715 Net investment in real estate - 92,117 2,823,245 513,836 - 3,429,198 Cash and cash equivalents - 17,379 - 5,535 - 22,914 Restricted cash - 2,504 162 2,758 - 5,424 Deferred loan costs, net - 9,237 51 358 - 9,646 Straight-line rent and other receivables, net - 187 45,503 9,062 - 54,752 Other assets, net - 2,441 4,640 4,046 - 11,127 Intercompany receivables, net 24,751 104,473 8,543 - (137,767 ) - Investment in subsidiaries 1,752,003 2,893,614 26,011 - (4,671,628 ) - Total assets $ 1,776,754 $ 3,121,952 $ 2,908,155 $ 535,595 $ (4,809,395 ) $ 3,533,061 LIABILITIES AND EQUITY Liabilities: Accounts payable and accrued expenses $ - $ 9,583 $ 47,004 $ 10,957 $ - $ 67,544 Intercompany payables, net - 24,751 26,084 86,932 (137,767 ) - Distributions payable 24,751 1,287 - - - 26,038 Tenant prepaids and security deposits - - 26,780 3,804 - 30,584 Other liabilities - 151 15,659 1,591 - 17,401 Intangible lease liabilities, net - - 18,722 4,070 - 22,792 Line of credit - 149,000 - - - 149,000 Senior unsecured notes - 1,082,732 - - - 1,082,732 Mortgage notes - - 22,691 244,140 - 266,831 Total liabilities 24,751 1,267,504 156,940 351,494 (137,767 ) 1,662,922 Equity: Stockholders' equity 1,752,003 1,854,448 2,751,215 184,101 (4,789,764 ) 1,752,003 Noncontrolling interests - - - - 118,136 118,136 Total equity 1,752,003 1,854,448 2,751,215 184,101 (4,671,628 ) 1,870,139 Total liabilities and equity $ 1,776,754 $ 3,121,952 $ 2,908,155 $ 535,595 $ (4,809,395 ) $ 3,533,061 Condensed Consolidated Statements of Operations and Comprehensive Income For the Three Months Ended June 30, 2015 (in thousands) (unaudited) Parent Subsidiary Issuer Subsidiary Guarantors Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated REVENUES: Rental revenues $ - $ - $ 73,006 $ 15,109 $ - $ 88,115 Institutional capital management and other fees - 23 - 492 (92 ) 423 Total revenues - 23 73,006 15,601 (92 ) 88,538 OPERATING EXPENSES: Rental expenses - - 7,219 1,189 - 8,408 Real estate taxes - - 10,822 2,699 - 13,521 Real estate related depreciation and amortization - - 31,897 6,552 - 38,449 General and administrative - 9,811 88 (43 ) - 9,856 Total operating expenses - 9,811 50,026 10,397 - 70,234 Operating income (loss) - (9,788 ) 22,980 5,204 (92 ) 18,304 OTHER INCOME (EXPENSE): Development profit, net of taxes - - - 2,627 - 2,627 Equity in earnings (loss) of unconsolidated joint ventures, net - 951 (7 ) - 92 1,036 Gain on dispositions of real estate interests - 9 - 14,923 - 14,932 Interest expense - (10,489 ) (721 ) (2,799 ) 400 (13,609 ) Interest and other income (expense) - 406 (17 ) - (400 ) (11 ) Income tax expense and other taxes - (137 ) (126 ) (15 ) - (278 ) Income (loss) from continuing operations - (19,048 ) 22,109 19,940 - 23,001 Equity in earnings of consolidated subsidiaries 18,297 38,225 2,643 - (59,165 ) - Consolidated net income 18,297 19,177 24,752 19,940 (59,165 ) 23,001 Net income attributable to noncontrolling interests - - - - (4,704 ) (4,704 ) Net income attributable to common stockholders 18,297 19,177 24,752 19,940 (63,869 ) 18,297 Distributed and undistributed earnings allocated to participating securities - (201 ) - - - (201 ) Adjusted net income attributable to common stockholders $ 18,297 $ 18,976 $ 24,752 $ 19,940 $ (63,869 ) $ 18,096 Net income $ 18,297 $ 19,177 $ 24,752 $ 19,940 $ (59,165 ) $ 23,001 Other comprehensive income: Net derivative gain (loss) on cash flow hedging instruments - (54 ) - 112 - 58 Net reclassification adjustment on cash flow hedging instruments - 1,121 - 37 - 1,158 Other comprehensive income - 1,067 - 149 - 1,216 Comprehensive income 18,297 20,244 24,752 20,089 (59,165 ) 24,217 Comprehensive income attributable to noncontrolling interests - - - - (4,843 ) (4,843 ) Comprehensive income attributable to common stockholders $ 18,297 $ 20,244 $ 24,752 $ 20,089 $ (64,008 ) $ 19,374 Condensed Consolidated Statements of Operations and Comprehensive Income For the Six Months Ended June 30, 2015 (in thousands) (unaudited) Parent Subsidiary Issuer Subsidiary Guarantors Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated REVENUES: Rental revenues $ - $ - $ 144,966 $ 31,211 $ - $ 176,177 Institutional capital management and other fees - 48 - 926 (173 ) 801 Total revenues - 48 144,966 32,137 (173 ) 176,978 OPERATING EXPENSES: Rental expenses - - 15,917 2,639 - 18,556 Real estate taxes - - 22,382 5,644 - 28,026 Real estate related depreciation and amortization - - 63,916 13,529 - 77,445 General and administrative - 16,284 169 739 - 17,192 Total operating expenses - 16,284 102,384 22,551 - 141,219 Operating income (loss) - (16,236 ) 42,582 9,586 (173 ) 35,759 OTHER INCOME (EXPENSE): Development profit, net of taxes - - - 2,627 - 2,627 Equity in earnings (loss) of unconsolidated joint ventures, net - 1,677 (7 ) - 173 1,843 Gain on dispositions of real estate interests - (11 ) - 41,097 - 41,086 Interest expense - (21,402 ) (1,368 ) (5,543 ) 800 (27,513 ) Interest and other income (expense) - 809 (33 ) (5 ) (800 ) (29 ) Income tax expense and other taxes - (279 ) (170 ) (22 ) - (471 ) Income (loss) from continuing operations - (35,442 ) 41,004 47,740 - 53,302 Equity in earnings of consolidated subsidiaries 47,042 84,767 2,657 - (134,466 ) - Consolidated net income 47,042 49,325 43,661 47,740 (134,466 ) 53,302 Net income attributable to noncontrolling interests - - - - (6,260 ) (6,260 ) Net income attributable to common stockholders 47,042 49,325 43,661 47,740 (140,726 ) 47,042 Distributed and undistributed earnings allocated to participating securities - (344 ) - - - (344 ) Adjusted net income attributable to common stockholders $ 47,042 $ 48,981 $ 43,661 $ 47,740 $ (140,726 ) $ 46,698 Net income $ 47,042 $ 49,325 $ 43,661 $ 47,740 $ (134,466 ) $ 53,302 Other comprehensive income: Net derivative loss on cash flow hedging instruments - (418 ) - (37 ) - (455 ) Net reclassification adjustment on cash flow hedging instruments - 2,237 - 74 - 2,311 Other comprehensive income - 1,819 - 37 - 1,856 Comprehensive income 47,042 51,144 43,661 47,777 (134,466 ) 55,158 Comprehensive income attributable to noncontrolling interests - - - - (6,354 ) (6,354 ) Comprehensive income attributable to common stockholders $ 47,042 $ 51,144 $ 43,661 $ 47,777 $ (140,820 ) $ 48,804 Condensed Consolidated Statements of Cash Flows For the Six Months Ended June 30, 2015 (in thousands) (unaudited) Parent Subsidiary Issuer Subsidiary Guarantors Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated OPERATING ACTIVITIES: Net cash provided by (used in) operating activities $ - $ (26,752 ) $ 109,938 $ 16,836 $ 112 $ 100,134 INVESTING ACTIVITIES: Real estate acquisitions - - (113,880 ) (29,585 ) - (143,465 ) Capital expenditures and development activities - - (93,995 ) (3,644 ) - (97,639 ) Proceeds (loss) from dispositions of real estate investments - (11 ) - 136,199 - 136,188 Investments in unconsolidated joint ventures - (840 ) - - - (840 ) Distributions of investments in unconsolidated joint ventures - 1,014 - - - 1,014 Other investing activities - (3,357 ) 4 (88 ) - (3,441 ) Net cash provided by (used in) investing activities - (3,194 ) (207,871 ) 102,882 - (108,183 ) FINANCING ACTIVITIES: Proceeds from senior unsecured revolving line of credit - 166,000 - - - 166,000 Repayments of senior unsecured revolving line of credit - (54,000 ) - - - (54,000 ) Repayments of senior unsecured notes - (40,000 ) - - - (40,000 ) Principal payments on mortgage notes - - (260 ) (3,852 ) - (4,112 ) Net settlement on issuance of stock-based compensation awards (425 ) (425 ) - - 425 (425 ) Net payments relating to intercompany financing 49,812 11,801 98,193 (109,994 ) (49,812 ) - Redemption of noncontrolling interests - (941 ) - - - (941 ) Dividends to common stockholders (49,387 ) (49,387 ) - - 49,387 (49,387 ) Distributions to noncontrolling interests - (2,648 ) - (337 ) - (2,985 ) Other financing activity - (2,818 ) - - - (2,818 ) Net cash provided by (used in) financing activities - 27,582 97,933 (114,183 ) - 11,332 Net change in cash and cash equivalents - (2,364 ) - 5,535 112 3,283 Cash and cash equivalents, beginning of period - 19,743 - - (112 ) 19,631 Cash and cash equivalents, end of period $ - $ 17,379 $ - $ 5,535 $ - $ 22,914 Condensed Consolidated Balance Sheets December 31, 2014 (in thousands) (unaudited) Parent Subsidiary Issuer Subsidiary Guarantors Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated ASSETS Land $ - $ - $ 784,723 $ 166,240 $ - $ 950,963 Buildings and improvements - - 2,273,733 514,226 - 2,787,959 Intangible lease assets - - 62,828 23,687 - 86,515 Construction in progress - - 121,997 12,941 - 134,938 Total investment in properties - - 3,243,281 717,094 - 3,960,375 Less accumulated depreciation and amortization - - (558,797 ) (145,043 ) - (703,840 ) Net investment in properties - - 2,684,484 572,051 - 3,256,535 Investments in and advances to unconsolidated joint ventures - 94,122 606 - - 94,728 Net investment in real estate - 94,122 2,685,090 572,051 - 3,351,263 Cash and cash equivalents - 19,743 - - (112 ) 19,631 Restricted cash - 3 162 3,614 - 3,779 Deferred loan costs, net - 7,580 54 392 - 8,026 Straight-line rent and other receivables, net - 101 43,733 10,349 - 54,183 Other assets, net - 3,525 6,965 4,162 - 14,652 Intercompany receivables, net 24,706 153,557 8,742 - (187,005 ) - Investment in subsidiaries 1,749,832 2,770,752 21,892 - (4,542,476 ) - Total assets $ 1,774,538 $ 3,049,383 $ 2,766,638 $ 590,568 $ (4,729,593 ) $ 3,451,534 LIABILITIES AND EQUITY Liabilities: Accounts payable and accrued expenses $ - $ 10,257 $ 54,764 $ 18,634 $ (112 ) $ 83,543 Intercompany payables, net - 24,706 26,059 136,240 (187,005 ) - Distributions payable 24,706 1,267 - - - 25,973 Tenant prepaids and security deposits - - 25,393 5,146 - 30,539 Other liabilities - 150 10,947 2,981 - 14,078 Intangible lease liabilities, net - - 19,167 3,773 - 22,940 Line of credit - 37,000 - - - 37,000 Senior unsecured notes - 1,122,621 - - - 1,122,621 Mortgage notes - - 19,742 229,682 - 249,424 Total liabilities 24,706 1,196,001 156,072 396,456 (187,117 ) 1,586,118 Equity: Stockholders' equity 1,749,832 1,853,382 2,610,566 194,112 (4,658,060 ) 1,749,832 Noncontrolling interests - - - - 115,584 115,584 Total equity 1,749,832 1,853,382 2,610,566 194,112 (4,542,476 ) 1,865,416 Total liabilities and equity $ 1,774,538 $ 3,049,383 $ 2,766,638 $ 590,568 $ (4,729,593 ) $ 3,451,534 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) For the Three Months Ended June 30, 2014 (in thousands) (unaudited) Parent Subsidiary Issuer Subsidiary Guarantors Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated REVENUES: Rental revenues $ - $ - $ 62,740 $ 20,562 $ - $ 83,302 Institutional capital management and other fees - 75 - 350 (117 ) 308 Total revenues - 75 62,740 20,912 (117 ) 83,610 OPERATING EXPENSES: Rental expenses - - 7,272 2,161 - 9,433 Real estate taxes - - 9,944 3,767 - 13,711 Real estate related depreciation and amortization - - 28,616 8,654 - 37,270 General and administrative - 7,401 87 10 - 7,498 Impairment losses - - - 376 - 376 Casualty and involuntary conversion gain - - (340 ) - - (340 ) Total operating expenses - 7,401 45,579 14,968 - 67,948 Operating income (loss) - (7,326 ) 17,161 5,944 (117 ) 15,662 OTHER INCOME (EXPENSE): Development profit, net of taxes - - - 1,238 50 1,288 Equity in earnings (loss) of unconsolidated joint ventures, net - 632 (2 ) - 67 697 Gain on dispositions of real estate interests - 228 - 144 - 372 Interest expense - (12,606 ) (1,287 ) (3,057 ) 768 (16,182 ) Interest and other income (expense) - 773 (14 ) (14 ) (768 ) (23 ) Income tax benefit (expense) and other taxes - (68 ) 381 (72 ) - 241 Income (loss) from continuing operations - (18,367 ) 16,239 4,183 - 2,055 Income from discontinued operations - - - 5,215 - 5,215 Equity in earnings of consolidated subsidiaries 6,801 25,534 1,281 - (33,616 ) - Consolidated net income 6,801 7,167 17,520 9,398 (33,616 ) 7,270 Net income attributable to noncontrolling interests - - - - (469 ) (469 ) Net income attributable to common stockholders 6,801 7,167 17,520 9,398 (34,085 ) 6,801 Distributed and undistributed earnings allocated to participating securities - (170 ) - - - (170 ) Adjusted net income attributable to common stockholders $ 6,801 $ 6,997 $ 17,520 $ 9,398 $ (34,085 ) $ 6,631 Net income $ 6,801 $ 7,167 $ 17,520 $ 9,398 $ (33,616 ) $ 7,270 Other comprehensive income (loss): Net derivative loss on cash flow hedging instruments - (367 ) - (151 ) - (518 ) Net reclassification adjustment on cash flow hedging instruments - 1,133 - 39 - 1,172 Other comprehensive income (loss) - 766 - (112 ) - 654 Comprehensive income 6,801 7,933 17,520 9,286 (33,616 ) 7,924 Comprehensive income attributable to noncontrolling interests - - - - (513 ) (513 ) Comprehensive income attributable to common stockholders $ 6,801 $ 7,933 $ 17,520 $ 9,286 $ (34,129 ) $ 7,411 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) For the Six Months Ended June 30, 2014 (in thousands) (unaudited) Parent Subsidiary Issuer Subsidiary Guarantors Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated REVENUES: Rental revenues $ - $ - $ 125,308 $ 40,613 $ - $ 165,921 Institutional capital management and other fees - 454 - 818 (200 ) 1,072 Total revenues - 454 125,308 41,431 (200 ) 166,993 OPERATING EXPENSES: Rental expenses - - 16,852 4,983 - 21,835 Real estate taxes - - 19,479 7,429 - 26,908 Real estate related depreciation and amortization - - 55,956 17,747 - 73,703 General and administrative - 13,782 180 370 - 14,332 Impairment losses - - - 4,735 - 4,735 Casualty and involuntary conversion gain - - (340 ) - - (340 ) Total operating expenses - 13,782 92,127 35,264 - 141,173 Operating income (loss) - (13,328 ) 33,181 6,167 (200 ) 25,820 OTHER INCOME (EXPENSE): Development profit, net of taxes - - - 1,966 50 2,016 Equity in earnings (loss) of unconsolidated joint ventures, net - 4,190 (30 ) - 150 4,310 Gain on business combination - 1,000 - - - 1,000 Gain on dispositions of real estate interests - 1,175 - 242 - 1,417 Interest expense - (25,133 ) (2,308 ) (6,083 ) 1,286 (32,238 ) Interest and other income (expense) - 1,324 (36 ) 41 (1,324 ) 5 Income tax benefit (expense) and other taxes - (136 ) 464 (144 ) - 184 Income (loss) from continuing operations - (30,908 ) 31,271 2,189 (38 ) 2,514 Income from discontinued operations - - - 5,186 38 5,224 Equity in earnings of consolidated subsidiaries 7,118 38,410 1,979 - (47,507 ) - Consolidated net income 7,118 7,502 33,250 7,375 (47,507 ) 7,738 Net income attributable to noncontrolling interests - - - - (620 ) (620 ) Net income attributable to common stockholders 7,118 7,502 33,250 7,375 (48,127 ) 7,118 Distributed and undistributed earnings allocated to participating securities - (336 ) - - - (336 ) Adjusted net income attributable to common stockholders $ 7,118 $ 7,166 $ 33,250 $ 7,375 $ (48,127 ) $ 6,782 Net income $ 7,118 $ 7,502 $ 33,250 $ 7,375 $ (47,507 ) $ 7,738 Other comprehensive income (loss) Net derivative loss on cash flow hedging instruments - (519 ) - (327 ) - (846 ) Net reclassification adjustment on cash flow hedging instruments - 2,251 - 77 - 2,328 Other comprehensive income (loss) - 1,732 - (250 ) - 1,482 Comprehensive income 7,118 9,234 33,250 7,125 (47,507 ) 9,220 Comprehensive income attributable to noncontrolling interests - - - - (778 ) (778 ) Comprehensive income attributable to common stockholders $ 7,118 $ 9,234 $ 33,250 $ 7,125 $ (48,285 ) $ 8,442 Condensed Consolidated Statements of Cash Flows For the Six Months Ended June 30, 2014 (in thousands) (unaudited) Parent Subsidiary Issuer Subsidiary Guarantors Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated OPERATING ACTIVITIES: Net cash provided by (used in) operating activities $ - $ (28,558 ) $ 81,107 $ 27,947 $ - $ 80,496 INVESTING ACTIVITIES: Real estate acquisitions - - (105,874 ) (10,200 ) - (116,074 ) Capital expenditures and development activities - - (74,687 ) (9,433 ) - (84,120 ) Proceeds from dispositions of real estate investments - 1,988 - 29,944 - 31,932 Investments in unconsolidated joint ventures - (940 ) - - - (940 ) Proceeds from casualties and involuntary conversion - - 349 142 - 491 Distributions of investments in unconsolidated joint ventures - 16,757 - - - 16,757 Other investing activities - (2,555 ) 4 (241 ) - (2,792 ) Net cash provided by (used in) investing activities - 15,250 (180,208 ) 10,212 - (154,746 ) FINANCING ACTIVITIES: Proceeds from senior unsecured revolving line of credit - 76,000 - - - 76,000 Repayments of senior unsecured revolving line of credit - (42,000 ) - - - (42,000 ) Principal payments on mortgage notes - - (4,196 ) (3,837 ) - (8,033 ) Proceeds from issuance of common stock 86,928 86,928 - - (86,928 ) 86,928 Net settlement on issuance of stock-based compensation awards (274 ) (274 ) - - 274 (274 ) Offering costs for issuance of common stock and OP Units (1,110 ) (1,110 ) - - 1,110 (1,110 ) Net payments relating to intercompany financing (40,177 ) (74,953 ) 112,877 (37,924 ) 40,177 - Redemption of noncontrolling interests - (796 ) - - - (796 ) Dividends to common stockholders (45,367 ) (45,367 ) - - 45,367 (45,367 ) Distributions to noncontrolling interests - (2,718 ) - (359 ) - (3,077 ) Contributions from noncontrolling interests - - - 101 - 101 Other financing activity - 39 (52 ) - - (13 ) Net cash provided by (used in) financing activities - (4,251 ) 108,629 (42,019 ) - 62,359 Net change in cash and cash equivalents - (17,559 ) 9,528 (3,860 ) - (11,891 ) Cash and cash equivalents, beginning of period - 28,098 - 4,128 - 32,226 Cash and cash equivalents, end of period $ - $ 10,539 $ 9,528 $ 268 $ - $ 20,335 |