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| DRE > SEC Filings for DRE > Form 10-Q on 9-Nov-2009 | All Recent SEC Filings |
9-Nov-2009
Quarterly Report
Cautionary Notice Regarding Forward-Looking Statements
Certain statements contained in or incorporated by reference into this Report, including, without limitation, those related to our future operations, constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words "believe," "estimate," "expect," "anticipate," "intend," "plan," "seek," "may," and similar expressions or statements regarding future periods are intended to identify forward-looking statements.
These forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any predictions of future results, performance or achievements that we express or imply in this Report. Some of the risks, uncertainties and other important factors that may affect future results include, among others:
• Changes in general economic and business conditions, including, without limitation, the impact of the current credit crisis and economic down-turn, which are having and may continue to have a negative effect on the fundamentals of our business, the financial condition of our tenants and our lenders, and the value of our real estate assets;
• Our continued qualification as a real estate investment trust, or "REIT", for U.S. federal income tax purposes;
• Heightened competition for tenants and potential decreases in property occupancy;
• Potential increases in real estate construction costs;
• Potential changes in the financial markets and interest rates;
• Our continuing ability to raise funds on favorable terms, if at all, through the issuance of debt and equity in the capital markets, which may negatively affect both our ability to refinance our existing debt as well as our future interest expense;
• Our ability to successfully identify, acquire, develop and/or manage properties on terms that are favorable to us;
• Our ability to be flexible in the development and operations of joint venture properties;
• Our ability to successfully dispose of properties, if at all, on terms that are favorable to us;
• Inherent risks in the real estate business including, but not limited to, tenant defaults, potential liability relating to environmental matters and liquidity of real estate investments; and
• Other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in our other reports and other public filings with the Securities and Exchange Commission ("SEC").
Although we presently believe that the plans, expectations and results expressed in or suggested by the forward-looking statements are reasonable, all forward-looking statements are inherently subjective, uncertain and subject to change, as they involve substantial risks and uncertainties beyond our control. New factors emerge from time to time, and it is not possible for us to predict the nature, or assess the potential impact, of each new factor on our business. Given these uncertainties, we caution you not to place undue reliance on these forward-looking statements. We undertake no obligation to update or revise any of our forward-looking statements for events or circumstances that arise after the statement is made, except as otherwise may be required by law.
This list of risks and uncertainties, however, is only a summary of some of the most important factors and is not intended to be exhaustive. Additional information regarding risk factors that may affect us is included under the caption "Risk Factors" in Part II, Item 1A of this Report, and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, which we filed with the SEC on February 25, 2009. The risk factors contained in our Annual Report are updated by us from time to time in Quarterly Reports on Form 10-Q and other public filings.
Business Overview
We are a self-administered and self-managed REIT that began operations through a related entity in 1972. A more complete description of our business, and of management's philosophy and priorities, is included in our Annual Report on Form 10-K.
As of September 30, 2009, we:
• Owned or jointly controlled 766 industrial, office, healthcare and other properties, of which 752 properties with more than 132.9 million square feet are in service and 14 properties with more than 2.9 million square feet are under development. The 752 in-service properties are comprised of 545 consolidated properties with more than 91.3 million square feet and 207 jointly controlled properties with more than 41.6 million square feet. The 14 properties under development consist of 10 consolidated properties with approximately 1.4 million square feet and 4 jointly controlled properties with approximately 1.6 million square feet.
• Owned, including through ownership interest in unconsolidated joint ventures, approximately 5,100 acres of land and controlled an additional 1,900 acres through purchase options.
Through our Service Operations reportable segment, which includes our taxable REIT subsidiary, we provide the following services for our properties and for certain properties owned by third parties and joint ventures:
• Property leasing;
• Property management;
• Asset management;
• Construction;
• Development; and
• Other tenant-related services.
Through our Service Operations, we have historically developed or acquired properties with the intent to sell (hereafter referred to as "Build-for-Sale" properties). Build-for-Sale properties were generally identified as such prior to construction commencement and were sold within a relatively short time after being placed in service. We do not anticipate that Build-for-Sale properties will represent a significant component of our operations in the future.
Key Performance Indicators
Our operating results depend primarily upon rental income from our industrial, office, healthcare and retail properties (collectively referred to as "Rental Operations"). The following discussion highlights the areas of Rental Operations that we consider critical for future revenues.
Occupancy Analysis: Our ability to maintain high occupancy rates is a principal driver of maintaining and increasing rental revenue from continuing operations. The following table sets forth occupancy information regarding our in-service portfolio of consolidated rental properties as of September 30, 2009 and 2008, respectively (in thousands, except percentage data):
Percent of
Total Square Feet Total Square Feet Percent Occupied
Type 2009 2008 2009 2008 2009 2008
Industrial 56,843 56,344 62.3 % 62.6 % 87.8 % 87.2 %
Office 31,639 31,972 34.6 % 35.5 % 85.5 % 87.7 %
Other (Healthcare and Retail) 2,822 1,679 3.1 % 1.9 % 84.6 % 87.8 %
Total 91,304 89,995 100.0 % 100.0 % 86.9 % 87.4 %
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Lease Expiration and Renewals: Our ability to maintain and improve occupancy rates primarily depends upon our continuing ability to re-lease expiring space. The following table reflects our consolidated in-service portfolio lease expiration schedule by property type as of September 30, 2009. The table indicates square footage and annualized net effective rents (based on September 2009 rental revenue) under expiring leases (in thousands, except percentage data):
Total Portfolio Industrial Office Other
Year of Square Ann. Rent % of Square Ann. Rent Square Ann. Rent Square Ann. Rent
Expiration Feet Revenue Revenue Feet Revenue Feet Revenue Feet Revenue
Remainder of 2009 1,473 $ 11,048 2 % 798 $ 2,860 675 $ 8,188 - $ -
2010 7,883 56,247 9 % 5,052 21,350 2,817 34,672 14 225
2011 9,578 68,753 11 % 6,304 26,117 3,193 41,300 81 1,336
2012 8,750 64,775 10 % 5,444 22,257 3,231 41,117 75 1,401
2013 10,679 84,149 13 % 6,559 26,570 4,039 56,194 81 1,385
2014 8,541 60,913 10 % 5,712 22,533 2,668 35,589 161 2,791
2015 7,737 48,458 8 % 5,870 23,255 1,854 24,941 13 262
2016 5,859 37,055 6 % 4,207 14,623 1,413 19,070 239 3,362
2017 4,983 41,031 7 % 3,037 12,532 1,502 20,821 444 7,678
2018 3,253 40,974 6 % 1,281 6,476 1,388 20,548 584 13,950
2019 and Thereafter 10,600 117,229 18 % 5,649 28,076 4,256 73,450 695 15,703
Total Leased 79,336 $ 630,632 100 % 49,913 $ 206,649 27,036 $ 375,890 2,387 $ 48,093
Total Portfolio
Square Feet 91,304 56,843 31,639 2,822
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Percent Occupied 86.9 % 87.8 % 85.5 % 84.6 %
Within our consolidated properties, we renewed 86.0% and 81.9% of our leases up for renewal in the three and nine months ended September 30, 2009, totaling approximately 3.2 million and 6.3 million square feet, respectively. This compares to renewals of 70.3% and 73.3% for the three and nine months ended September 30, 2008, which totaled approximately 1.5 million and 3.9 million square feet, respectively. There was a 0.8% decline and 1.5% growth, respectively, in average contractual rents on the renewals in the three and nine months ended September 30, 2009.
The average term of renewals for the three and nine months ended September 30, 2009 was 5.1 and 4.9 years, respectively, compared to an average term of 4.2 and 3.6 years for the three and nine months ended September 30, 2008, respectively.
Recent and Future Development:
We had 2.9 million square feet of property under development with total estimated costs upon completion of $722.2 million at September 30, 2009 compared to 7.0 million square feet with total costs of $832.1 million at September 30, 2008. The square footage and estimated costs include both consolidated and joint venture development activity at 100%. Considering the continued downturn in the economy, we have substantially reduced our level of development activities and are focused on the lease-up of recent projects.
The following table summarizes our properties under development as of September 30, 2009 (in thousands, except percentage data):
Total
Estimated Total Amount
Square Percent Project Incurred Remaining
Ownership Type Feet Leased Costs to Date to be Spent
Consolidated properties 1,365 92 % $ 223,627 $ 152,530 $ 71,097
Joint venture properties 1,576 47 % 498,528 264,224 234,304 (1)
Total 2,941 68 % $ 722,155 $ 416,754 $ 305,401
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(1) These costs will be primarily financed by remaining availability under in-place construction loan facilities.
Acquisition and Disposition Activity: Gross sales proceeds related to the dispositions of wholly owned undeveloped land and held-for-rental properties were $116.1 million and $95.2 million for the nine months ended September 30, 2009 and 2008, respectively.
Gross sales proceeds related to dispositions of wholly-owned Build-for-Sale properties were $33.0 million and $222.8 million for the nine months ended September 30, 2009 and 2008, respectively.
Our share of proceeds from sales of properties within unconsolidated joint ventures, in which we have less than a 100% interest, totaled $35.1 million for the nine months ended September 30, 2008. We had no such dispositions in the same period in 2009.
For the nine months ended September 30, 2009, we acquired $17.0 million of income producing properties comprised of two industrial real estate properties in Savannah, Georgia, compared to acquisitions of $60.5 million of income producing properties in the same market during the same period in 2008. We also acquired $6.2 million of undeveloped land in the nine months ended September 30, 2009, compared to $37.4 million in the same period in 2008.
Funds From Operations
Funds From Operations ("FFO") is used by industry analysts and investors as a supplemental operating performance measure of a REIT. FFO is calculated in accordance with the definition that was adopted by the Board of Governors of the National Association of Real Estate Investment Trusts ("NAREIT"). NAREIT created FFO as a supplemental measure of REIT operating performance that excludes historical cost depreciation, among other items, from net income determined in accordance with accounting principles generally accepted in the United States of America ("GAAP"). FFO is a non-GAAP financial measure. The most comparable GAAP measure is net income (loss) attributable to common shareholders. FFO attributable to common shareholders should not be considered as a substitute for net income or any other measures derived in accordance with GAAP and may not be comparable to other similarly titled measures of other companies.
Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry analysts and investors have considered presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. FFO, as defined by NAREIT, represents GAAP net income (loss), excluding extraordinary items as defined under GAAP and gains or losses from sales of previously depreciated real estate assets, plus certain non-cash items such as real estate depreciation and amortization, and after similar adjustments for unconsolidated partnerships and joint ventures.
Management believes that the use of FFO attributable to common shareholders, combined with net income (which remains the primary measure of performance), improves the understanding of operating results of REITs among the investing public and makes comparisons of REIT operating results more meaningful. Management believes that, by excluding gains or losses related to sales of previously depreciated real estate assets and excluding real estate asset depreciation and amortization, investors and analysts are able to readily identify the operating results of the long-term assets that form the core of a REIT's activity and assist in comparing these operating results between periods or as compared to different companies.
The following table shows a reconciliation of net income (loss) attributable to common shareholders to the calculation of FFO for the three and nine months ended September 30, 2009 and 2008, respectively (in thousands):
Three Months Ended Nine Months Ended
September 30, September 30,
2009 2008 2009 2008
Net income (loss) attributable to common
shareholders $ (322,882 ) $ 11,490 $ (330,168 ) $ 30,280
Adjustments:
Depreciation and amortization 87,647 75,260 254,673 230,956
Company share of joint venture depreciation
and amortization 8,543 14,450 28,013 28,769
Earnings from depreciable property
sales-wholly owned - (1,299 ) (5,168 ) (11,940 )
Earnings from depreciable property
sales-share of joint venture - - - (495 )
Noncontrolling interest share of adjustments (2,771 ) (4,363 ) (9,302 ) (12,351 )
Funds From Operations attributable to common
shareholders $ (229,463 ) $ 95,538 $ (61,952 ) $ 265,219
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Results of Operations
A summary of our operating results and property statistics for the three and
nine months ended September 30, 2009 and 2008, respectively, is as follows (in
thousands, except number of properties and per share data):
Three Months Ended Nine Months Ended
September 30, September 30,
2009 2008 2009 2008
Rental and related revenue $ 224,013 $ 215,264 $ 669,713 $ 638,512
General contractor and service fee revenue 100,880 93,316 335,412 271,847
Operating income (loss) (235,650 ) 74,804 (148,100 ) 209,726
Net income (loss) attributable to common
shareholders (322,882 ) 11,490 (330,168 ) 30,280
Weighted average common shares outstanding 223,952 146,966 193,520 146,680
Weighted average common shares and potential
dilutive securities 223,952 154,836 193,520 154,623
Basic income (loss) per common share:
Continuing operations $ (1.44 ) $ .07 $ (1.73 ) $ .10
Discontinued operations $ - $ .01 $ .02 $ .10
Diluted income (loss) per common share:
Continuing operations $ (1.44 ) $ .07 $ (1.73 ) $ .10
Discontinued operations $ - $ .01 $ .02 $ .10
Number of in-service consolidated properties
at end of period 545 538 545 538
In-service consolidated square footage at end
of period 91,304 89,995 91,304 89,995
Number of in-service joint venture properties
at end of period 207 202 207 202
In-service joint venture square footage at
end of period 41,637 38,315 41,637 38,315
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Comparison of Three Months Ended September 30, 2009 to Three Months Ended
September 30, 2008
Rental and Related Revenue
Overall, rental and related revenue from continuing operations increased from
$215.3 million for the quarter ended September 30, 2008 to $224.0 million for
the same period in 2009. The following table sets forth rental and related
revenue from continuing operations by reportable segment for the three months
ended September 30, 2009 and 2008, respectively (in thousands):
2009 2008
Rental and Related Revenue:
Office $ 142,259 $ 140,237
Industrial 63,837 62,856
Non-reportable segments 17,917 12,171
Total $ 224,013 $ 215,264
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The following factors contributed to these results:
• We acquired or consolidated nine properties and placed 47 developments in service from January 1, 2008 to September 30, 2009 that provided incremental revenues of $13.4 million in the third quarter of 2009, as compared to the same period in 2008.
• The incremental revenues described above were partially offset by a slight decrease in occupancy in our existing base of properties.
Rental Expenses and Real Estate Taxes
The following table sets forth rental expenses and real estate taxes by
reportable segment for the three months ended September 30, 2009 and 2008,
respectively (in thousands):
2009 2008
Rental Expenses:
Office $ 38,682 $ 38,163
Industrial 6,061 5,988
Non-reportable segments 5,178 3,894
Total $ 49,921 $ 48,045
Real Estate Taxes:
Office $ 19,331 $ 17,426
Industrial 9,015 7,585
Non-reportable segments 1,750 739
Total $ 30,096 $ 25,750
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Overall, rental expenses increased by $1.9 million in the third quarter of 2009, compared to the same period in 2008. The increase was primarily driven by $3.0 million of incremental costs associated with properties acquired or consolidated and developments placed in service from January 1, 2008 to September 30, 2009.
Of the overall $4.3 million increase in real estate taxes in the third quarter of 2009, compared to the same period in 2008, $2.4 million was attributable to properties acquired or consolidated and developments placed in service from January 1, 2008 to September 30, 2009. The remaining increase was driven by increases in taxes on our existing properties.
Service Operations
The following table sets forth the components of the Service Operations
reportable segment for the three months ended September 30, 2009 and 2008,
respectively (in thousands):
2009 2008
Service Operations:
General contractor and service fee revenue $ 100,880 $ 93,316
General contractor and Service Operations expenses (96,241 ) (96,155 )
Gain on disposition of Build-for-Sale properties, pre-tax - 20,338
Total $ 4,639 $ 17,499
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Service Operations primarily consist of the leasing, management, development, construction management and general contractor services for joint venture properties and properties owned by third parties. In previous years, sales of Build-for-Sale properties comprised a significant portion of Service Operations. Service Operations are heavily influenced by the current state of the economy, as leasing and property management fees are dependent upon occupancy while construction and development services rely on the expansion of business operations of third-party property owners and joint venture partners. Earnings from Service Operations decreased from $17.5 million for the three months ended September 30, 2008 to $4.6 million for the three months ended September 30, 2009. The decrease was primarily a result of gains on the sale of seven properties totaling $20.3 million for the three months ended September 30, 2008 compared to no such sales in the same period in 2009. This was somewhat offset by general contractor expenses being higher than usual in the third quarter of 2008 as a result of increases in our total cost estimates for two third-party fixed price construction contracts, which reduced the margins on the contracts.
Depreciation and Amortization
Depreciation and amortization expense increased from $74.2 million during the third quarter of 2008 to $87.6 million for the same period in 2009 primarily due to increases in our held-for-rental asset base from properties acquired, consolidated or placed in service during 2008 and 2009. Also contributing to the increase was a $3.0 million increase in the amortization of lease commissions and tenant improvements in the third quarter of 2009 compared to the third quarter of 2008 as a result of lease terminations.
Equity in Earnings of Unconsolidated Companies
Equity in earnings represents our ownership share of net income from investments in unconsolidated companies that generally own and operate rental properties and develop properties for sale. These earnings increased from $204,000 in the three months ended September 30, 2008 to $2.4 million for the same period in 2009. This increase was primarily a result of consolidating two of our retail joint ventures in April 2009 where our share of the equity in earnings was a loss of $5.6 million in the third quarter of 2008 due to additional depreciation expense recognized when the two underlying properties were removed from held-for-sale classification. The increase was partially offset by our $2.1 million share of the gain on sale of a property from an unconsolidated entity in the third quarter of 2008, while there were no such sales in the same period in 2009. The increase resulting from the consolidation of the retail joint ventures was also partially offset by a deceased share of operating income within certain of our . . .
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