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 September 30, 2015 and December 31, 2014 and for the three and nine months ended September 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 September 30, 2015 (in thousands) (unaudited) Parent Subsidiary Issuer Subsidiary Guarantors Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated ASSETS Land $ - $ - $ 865,289 $ 152,367 $ - $ 1,017,656 Buildings and improvements - - 2,498,197 446,703 - 2,944,900 Intangible lease assets - - 64,530 23,588 - 88,118 Construction in progress - - 88,044 5,767 - 93,811 Total investment in properties - - 3,516,060 628,425 - 4,144,485 Less accumulated depreciation and amortization - - (637,765 ) (117,097 ) - (754,862 ) Net investment in properties - - 2,878,295 511,328 - 3,389,623 Investments in and advances to unconsolidated joint ventures - 82,081 602 - - 82,683 Net investment in real estate - 82,081 2,878,897 511,328 - 3,472,306 Cash and cash equivalents - 14,634 21 - (2,872 ) 11,783 Restricted cash - - 162 2,843 - 3,005 Deferred loan costs, net - 8,709 50 342 - 9,101 Straight-line rent and other receivables, net - 269 47,678 9,400 - 57,347 Other assets, net - 3,892 9,534 4,197 - 17,623 Intercompany receivables, net 24,751 118,134 8,520 - (151,405 ) - Investment in subsidiaries 1,736,431 2,918,648 24,296 - (4,679,375 ) - Assets held for sale - - 1,046 - - 1,046 Total assets $ 1,761,182 $ 3,146,367 $ 2,970,204 $ 528,110 $ (4,833,652 ) $ 3,572,211 LIABILITIES AND EQUITY Liabilities: Accounts payable and accrued expenses $ - $ 12,467 $ 63,913 $ 18,003 $ (2,872 ) $ 91,511 Intercompany payables, net - 24,751 26,075 100,579 (151,405 ) - Distributions payable 24,751 1,278 - - - 26,029 Tenant prepaids and security deposits - - 27,602 3,709 - 31,311 Other liabilities - 347 16,202 1,318 - 17,867 Intangible lease liabilities, net - - 18,108 3,751 - 21,859 Line of credit - 186,000 - - - 186,000 Senior unsecured notes - 1,082,788 - - - 1,082,788 Mortgage notes - - 22,511 241,646 - 264,157 Liabilities related to assets held for sale - - 18 - - 18 Total liabilities 24,751 1,307,631 174,429 369,006 (154,277 ) 1,721,540 Equity: Stockholders' equity 1,736,431 1,838,736 2,795,775 159,104 (4,793,615 ) 1,736,431 Noncontrolling interests - - - - 114,240 114,240 Total equity 1,736,431 1,838,736 2,795,775 159,104 (4,679,615 ) 1,850,671 Total liabilities and equity $ 1,761,182 $ 3,146,367 $ 2,970,204 $ 528,110 $ (4,833,652 ) $ 3,572,211 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) For the Three Months Ended September 30, 2015 (in thousands) (unaudited) Parent Subsidiary Issuer Subsidiary Guarantors Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated REVENUES: Rental revenues $ - $ - $ 73,967 $ 14,125 $ - $ 88,092 Institutional capital management and other fees - 25 - 379 (71 ) 333 Total revenues - 25 73,967 14,504 (71 ) 88,425 OPERATING EXPENSES: Rental expenses - - 7,557 1,343 - 8,900 Real estate taxes - - 11,446 2,610 - 14,056 Real estate related depreciation and amortization - - 33,137 6,294 - 39,431 General and administrative - 6,649 85 986 - 7,720 Impairment losses - - 371 - - 371 Total operating expenses - 6,649 52,596 11,233 - 70,478 Operating income (loss) - (6,624 ) 21,371 3,271 (71 ) 17,947 OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated joint ventures, net - 4,418 4 - 71 4,493 Interest expense - (9,937 ) (751 ) (2,790 ) 400 (13,078 ) Interest and other income (expense) - 410 (29 ) (23 ) (400 ) (42 ) Income tax expense and other taxes - (171 ) (48 ) (22 ) - (241 ) Income (loss) from continuing operations - (11,904 ) 20,548 436 - 9,079 Equity in earnings of consolidated subsidiaries 8,457 20,757 (18) - (29,196 ) - Consolidated net income 8,457 8,853 20,529 436 (29,196 ) 9,079 Net income attributable to noncontrolling interests - - - - (622 ) (622 ) Net income attributable to common stockholders 8,457 8,853 20,529 436 (29,818 ) 8,457 Distributed and undistributed earnings allocated to participating securities - (166 ) - - - (166 ) Adjusted net income attributable to common stockholders $ 8,457 $ 8,687 $ 20,529 $ 436 $ (29,818 ) $ 8,291 Net income $ 8,457 $ 8,853 $ 20,529 $ 436 $ (29,196 ) $ 9,079 Other comprehensive income (loss): Net derivative loss on cash flow hedging instruments - (300 ) - (218 ) - (518 ) Net reclassification adjustment on cash flow hedging instruments - 1,118 - 37 - 1,155 Other comprehensive income (loss) - 818 - (181 ) - 637 Comprehensive income 8,457 9,671 20,529 255 (29,196 ) 9,716 Comprehensive income attributable to noncontrolling interests - - - - (576 ) (576 ) Comprehensive income attributable to common stockholders $ 8,457 $ 9,671 $ 20,529 $ 255 $ (29,772 ) $ 9,140 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) For the Nine Months Ended September 30, 2015 (in thousands) (unaudited) Parent Subsidiary Issuer Subsidiary Guarantors Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated REVENUES: Rental revenues $ - $ - $ 218,933 $ 45,336 $ - $ 264,269 Institutional capital management and other fees - 73 - 1,305 (244 ) 1,134 Total revenues - 73 218,933 46,641 (244 ) 265,403 OPERATING EXPENSES: Rental expenses - - 23,474 3,982 - 27,456 Real estate taxes - - 33,828 8,254 - 42,082 Real estate related depreciation and amortization - - 97,053 19,823 - 116,876 General and administrative - 22,933 254 1,725 - 24,912 Impairment losses - - 371 - - 371 Total operating expenses - 22,933 154,980 33,784 - 211,697 Operating income (loss) - (22,860 ) 63,953 12,857 (244 ) 53,706 OTHER INCOME (EXPENSE): Development profit, net of taxes - - - 2,627 - 2,627 Equity in earnings (loss) of unconsolidated joint ventures, net - 6,095 (3 ) - 244 6,336 Gain on dispositions of real estate interests - - - 41,086 - 41,086 Interest expense - (31,339 ) (2,123 ) (8,329 ) 1,200 (40,591 ) Interest and other income (expense) - 1,219 (62 ) (28 ) (1,200 ) (71 ) Income tax expense and other taxes - (450 ) (218 ) (44 ) - (712 ) Income (loss) from continuing operations - (47,335 ) 61,547 48,169 - 62,381 Equity in earnings of consolidated subsidiaries 55,499 105,513 2,639 - (163,651 ) - Consolidated net income 55,499 58,178 64,186 48,169 (163,651 ) 62,381 Net income attributable to noncontrolling interests - - - - (6,882 ) (6,882 ) Net income attributable to common stockholders 55,499 58,178 64,186 48,169 (170,533 ) 55,499 Distributed and undistributed earnings allocated to participating securities - (510 ) - - - (510 ) Adjusted net income attributable to common stockholders $ 55,499 $ 57,668 $ 64,186 $ 48,169 $ (170,533 ) $ 54,989 Net income $ 55,499 $ 58,178 $ 64,186 $ 48,169 $ (163,651 ) $ 62,381 Other comprehensive income (loss): Net derivative loss on cash flow hedging instruments - (718 ) - (255 ) - (973 ) Net reclassification adjustment on cash flow hedging instruments - 3,354 - 112 - 3,466 Other comprehensive income (loss) - 2,636 - (143 ) - 2,493 Comprehensive income 55,499 60,814 64,186 48,026 (163,651 ) 64,874 Comprehensive income attributable to noncontrolling interests - - - - (6,930 ) (6,930 ) Comprehensive income attributable to common stockholders $ 55,499 $ 60,814 $ 64,186 $ 48,026 $ (170,581 ) $ 57,944 Condensed Consolidated Statements of Cash Flows For the Nine Months Ended September 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 $ - $ (35,611 ) $ 160,226 $ 29,848 $ (2,760 ) $ 151,703 INVESTING ACTIVITIES: Real estate acquisitions - - (123,496 ) (31,337 ) - (154,833 ) Capital expenditures and development activities - - (155,788 ) (6,750 ) - (162,538 ) Proceeds from dispositions of real estate investments - - - 136,128 - 136,128 Investments in unconsolidated joint ventures - (840 ) - - - (840 ) Distributions of investments in unconsolidated joint ventures - 9,488 - - - 9,488 Other investing activities - (2,298 ) 6 (218 ) - (2,510 ) Net cash provided by (used in) investing activities - 6,350 (279,278 ) 97,823 - (175,105 ) FINANCING ACTIVITIES: Proceeds from senior unsecured revolving line of credit - 210,000 - - - 210,000 Repayments of senior unsecured revolving line of credit - (61,000 ) - - - (61,000 ) Repayments of senior unsecured notes - (40,000 ) - - - (40,000 ) Principal payments on mortgage notes - - (415 ) (5,584 ) - (5,999 ) Net settlement on issuance of stock-based compensation awards (605 ) (605 ) - - 605 (605 ) Net payments relating to intercompany financing 74,707 (1,635 ) 119,488 (117,853 ) (74,707 ) - Redemption of noncontrolling interests - (1,714 ) - - - (1,714 ) Dividends to common stockholders (74,102 ) (74,102 ) - - 74,102 (74,102 ) Distributions to noncontrolling interests - (3,973 ) - (4,234 ) - (8,207 ) Other financing activity - (2,819 ) - - - (2,819 ) Net cash provided by (used in) financing activities - 24,152 119,073 (127,671 ) - 15,554 Net change in cash and cash equivalents - (5,109 ) 21 - (2,760 ) (7,848 ) Cash and cash equivalents, beginning of period - 19,743 - - (112 ) 19,631 Cash and cash equivalents, end of period $ - $ 14,634 $ 21 $ - $ (2,872 ) $ 11,783 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 For the Three Months Ended September 30, 2014 (in thousands) (unaudited) Parent Subsidiary Issuer Subsidiary Guarantors Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated REVENUES: Rental revenues $ - $ - $ 64,490 $ 19,795 $ - $ 84,285 Institutional capital management and other fees - 25 - 367 (70 ) 322 Total revenues - 25 64,490 20,162 (70 ) 84,607 OPERATING EXPENSES: Rental expenses - - 7,649 2,023 - 9,672 Real estate taxes - - 10,379 2,909 - 13,288 Real estate related depreciation and amortization - - 29,181 8,661 - 37,842 General and administrative - 6,347 73 307 - 6,727 Impairment losses - - 201 699 - 900 Casualty and involuntary conversion loss - - 14 - - 14 Total operating expenses - 6,347 47,497 14,599 - 68,443 Operating income (loss) - (6,322 ) 16,993 5,563 (70 ) 16,164 OTHER INCOME (EXPENSE): Equity in earnings (loss) of unconsolidated joint ventures, net - 824 (2 ) - 70 892 Gain on dispositions of real estate interests - - - 10,230 - 10,230 Interest expense - (12,493 ) (1,317 ) (2,818 ) 550 (16,078 ) Interest and other income (expense) - 2,156 (16 ) (13 ) (550 ) 1,577 Income tax benefit (expense) and other taxes - (160 ) 270 (37 ) - 73 Income (loss) from continuing operations - (15,995 ) 15,928 12,925 - 12,858 Income from discontinued operations - - - 352 - 352 Equity in earnings of consolidated subsidiaries 12,409 29,057 39 - (41,505 ) - Consolidated net income 12,409 13,062 15,967 13,277 (41,505 ) 13,210 Net income attributable to noncontrolling interests - - - - (801 ) (801 ) Net income attributable to common stockholders 12,409 13,062 15,967 13,277 (42,306 ) 12,409 Distributed and undistributed earnings allocated to participating securities - (171 ) - - - (171 ) Adjusted net income attributable to common stockholders $ 12,409 $ 12,891 $ 15,967 $ 13,277 $ (42,306 ) $ 12,238 Net income $ 12,409 $ 13,062 $ 15,967 $ 13,277 $ (41,505 ) $ 13,210 Other comprehensive income: Net derivative gain (loss) on cash flow hedging instruments - 159 - (24 ) - 135 Net reclassification adjustment on cash flow hedging instruments - 1,124 - 39 - 1,163 Other comprehensive income - 1,283 - 15 - 1,298 Comprehensive income 12,409 14,345 15,967 13,292 (41,505 ) 14,508 Comprehensive income attributable to noncontrolling interests - - - - (881 ) $ (881 ) Comprehensive income attributable to common stockholders $ 12,409 $ 14,345 $ 15,967 $ 13,292 $ (42,386 ) $ 13,627 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) For the Nine Months Ended September 30, 2014 (in thousands) (unaudited) Parent Subsidiary Issuer Subsidiary Guarantors Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated REVENUES: Rental revenues $ - $ - $ 189,798 $ 60,408 $ - $ 250,206 Institutional capital management and other fees - 479 - 1,185 (270 ) 1,394 Total revenues - 479 189,798 61,593 (270 ) 251,600 OPERATING EXPENSES: Rental expenses - - 24,500 7,007 - 31,507 Real estate taxes - - 29,859 10,337 - 40,196 Real estate related depreciation and amortization - - 85,137 26,408 - 111,545 General and administrative - 20,129 253 677 - 21,059 Impairment losses - - 201 5,434 - 5,635 Casualty and involuntary conversion gain - - (326 ) - - (326 ) Total operating expenses - 20,129 139,624 49,863 - 209,616 Operating income (loss) - (19,650 ) 50,174 11,730 (270 ) 41,984 OTHER INCOME (EXPENSE): Development profit, net of taxes - - - 1,966 50 2,016 Equity in earnings (loss) of unconsolidated joint ventures, net - 5,014 (32 ) - 220 5,202 Gain on business combination - 1,000 - - - 1,000 Gain on dispositions of real estate interests - 1,175 - 10,472 - 11,647 Interest expense - (37,626 ) (4,051 ) (8,507 ) 1,868 (48,316 ) Interest and other income (expense) - 3,480 (52 ) 22 (1,868 ) 1,582 Income tax benefit (expense) and other taxes - (296 ) 734 (181 ) - 257 Income (loss) from continuing operations - (46,903 ) 46,773 15,502 - 15,372 Income from discontinued operations - - - 5,576 - 5,576 Equity in earnings of consolidated subsidiaries 19,527 67,466 2,018 - (89,011 ) - Consolidated net income 19,527 20,563 48,791 21,078 (89,011 ) 20,948 Net income attributable to noncontrolling interests - - - - (1,421 ) (1,421 ) Net income attributable to common stockholders 19,527 20,563 48,791 21,078 (90,432 ) 19,527 Distributed and undistributed earnings allocated to participating securities - (507 ) - - - (507 ) Adjusted net income attributable to common stockholders $ 19,527 $ 20,056 $ 48,791 $ 21,078 $ (90,432 ) $ 19,020 Net income $ 19,527 $ 20,563 $ 48,791 $ 21,078 $ (89,011 ) $ 20,948 Other comprehensive income (loss) Net derivative loss on cash flow hedging instruments - (360 ) - (351 ) - (711 ) Net reclassification adjustment on cash flow hedging instruments - 3,375 - 116 - 3,491 Other comprehensive income (loss) - 3,015 - (235 ) - 2,780 Comprehensive income 19,527 23,578 48,791 20,843 (89,011 ) 23,728 Comprehensive income attributable to noncontrolling interests - - - - (1,659 ) (1,659 ) Comprehensive income attributable to common stockholders $ 19,527 $ 23,578 $ 48,791 $ 20,843 $ (90,670 ) $ 22,069 Condensed Consolidated Statements of Cash Flows For the Nine Months Ended September 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 $ - $ (38,456 ) $ 128,652 $ 43,766 $ (4,853 ) $ 129,109 INVESTING ACTIVITIES: Real estate acquisitions - - (208,309 ) (48,789 ) - (257,098 ) Capital expenditures and development activities - - (121,028 ) (13,837 ) - (134,865 ) Proceeds from dispositions of real estate investments - 1,988 - 124,172 - 126,160 Investments in unconsolidated joint ventures - (754 ) - - - (754 ) Proceeds from casualties and involuntary conversion - 461 143 - 604 Distributions of investments in unconsolidated joint ventures - 17,043 - - - 17,043 Other investing activities - 6,247 6 (283 ) - 5,970 Net cash provided by (used in) investing activities - 24,524 (328,870 ) 61,406 - (242,940 ) FINANCING ACTIVITIES: Proceeds from senior unsecured revolving line of credit - 135,000 - - - 135,000 Repayments of senior unsecured revolving line of credit - (42,000 ) - - - (42,000 ) Principal payments on mortgage notes - - (4,532 ) (9,914 ) - (14,446 ) Proceeds from issuance of common stock 105,015 105,015 - - (105,015 ) 105,015 Net settlement on issuance of stock-based compensation awards (282 ) (282 ) - - 282 (282 ) Offering costs for issuance of common stock and OP Units (1,392 ) (1,392 ) - - 1,392 (1,392 ) Net payments relating to intercompany financing (34,636 ) (115,365 ) 214,356 (98,991 ) 34,636 - Redemption of noncontrolling interests - (800 ) - - - (800 ) Dividends to common stockholders (68,705 ) (68,705 ) - - 68,705 (68,705 ) Distributions to noncontrolling interests - (4,048 ) - (498 ) - (4,546 ) Contributions from noncontrolling interests - - - 101 - 101 Other financing activity - 62 (78 ) 2 - (14 ) Net cash provided by (used in) financing activities - 7,485 209,746 (109,300 ) - 107,931 Net change in cash and cash equivalents - (6,447 ) 9,528 (4,128 ) (4,853 ) (5,900 ) Cash and cash equivalents, beginning of period - 28,098 - 4,128 - 32,226 Cash and cash equivalents, end of period $ - $ 21,651 $ 9,528 $ - $ (4,853 ) $ 26,326 |