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Section 1: 10-Q (FORM 10-Q)

Form 10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-Q

 

 

(Mark One)

 

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2011

OR

 

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from              to             

Commission File Number 001-33201

 

 

DCT INDUSTRIAL TRUST INC.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   82-0538520

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

518 Seventeenth Street, Suite 800

Denver, Colorado

  80202
(Address of principal executive offices)   (Zip Code)

(303) 597-2400

(Registrant’s telephone number, including area code)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

 

 

As of July 28, 2011, 246,173,090 shares of common stock of DCT Industrial Trust Inc., par value $0.01 per share, were outstanding.

 

 

 


Table of Contents

DCT INDUSTRIAL TRUST INC. AND SUBSIDIARIES

Index to Form 10-Q

 

         Page  

PART I.

  FINANCIAL INFORMATION   
    Item 1.   Consolidated Financial Statements:   
 

Consolidated Balance Sheets as of June 30, 2011 (unaudited) and December 31, 2010

     1   
 

Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2011 and 2010 (unaudited)

     2   
 

Consolidated Statements of Stockholders’ Equity, Comprehensive Income (Loss) and Noncontrolling Interests for the Six Months Ended June 30, 2011 (unaudited)

     3   
 

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2011 and 2010 (unaudited)

     4   
 

Notes to Consolidated Financial Statements (unaudited)

     5   
    Item 2.  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     25   
    Item 3.  

Quantitative and Qualitative Disclosures About Market Risk

     42   
    Item 4.  

Controls and Procedures

     43   
PART II.  

OTHER INFORMATION

  
    Item 1.  

Legal Proceedings

     43   
    Item 1A.  

Risk Factors

     44   
    Item 2.  

Unregistered Sales of Equity Securities and Use of Proceeds

     44   
    Item 3.  

Defaults upon Senior Securities

     44   
    Item 4.  

Removed and Reserved

     44   
    Item 5.  

Other Information

     44   
    Item 6.  

Exhibits

     44   
    SIGNATURES      45   


Table of Contents

DCT INDUSTRIAL TRUST INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except share information)

 

     June 30,     December 31,  
     2011     2010  
     (unaudited)        

ASSETS

    

Land

   $ 594,070      $ 567,152   

Buildings and improvements

     2,412,161        2,343,835   

Intangible lease assets

     90,963        93,497   

Construction in progress

     28,088        32,952   
  

 

 

   

 

 

 

Total investment in properties

     3,125,282        3,037,436   

Less accumulated depreciation and amortization

     (584,716     (528,705
  

 

 

   

 

 

 

Net investment in properties

     2,540,566        2,508,731   

Investments in and advances to unconsolidated joint ventures

     137,287        138,455   
  

 

 

   

 

 

 

Net investment in real estate

     2,677,853        2,647,186   

Cash and cash equivalents

     8,080        17,330   

Notes receivable

     1,138        1,222   

Deferred loan costs, net

     8,048        5,883   

Straight-line rent and other receivables, net of allowance for doubtful accounts of $2,449 and $2,088, respectively

     39,383        33,278   

Other assets, net

     14,039        14,990   
  

 

 

   

 

 

 

Total assets

   $ 2,748,541      $ 2,719,889   
  

 

 

   

 

 

 

LIABILITIES AND EQUITY

    

Liabilities:

    

Accounts payable and accrued expenses

   $ 33,117      $ 38,354   

Distributions payable

     19,021        17,458   

Tenant prepaids and security deposits

     21,398        20,759   

Other liabilities

     14,907        12,373   

Intangible lease liability, net

     18,163        18,748   

Line of credit

     96,000        51,000   

Senior unsecured notes

     710,000        735,000   

Mortgage notes

     376,664        425,359   
  

 

 

   

 

 

 

Total liabilities

     1,289,270        1,319,051   
  

 

 

   

 

 

 

Equity:

    

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

     —          —     

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

     —          —     

Common stock, $0.01 par value, 350,000,000 shares authorized 245,551,842 and 222,946,676 shares issued and outstanding as of June 30, 2011 and December 31, 2010, respectively

     2,455        2,229   

Additional paid-in capital

     2,015,127        1,898,289   

Distributions in excess of earnings

     (740,548     (689,127

Accumulated other comprehensive loss

     (17,752     (15,289
  

 

 

   

 

 

 

Total stockholders’ equity

     1,259,282        1,196,102   

Noncontrolling interests

     199,989        204,736   
  

 

 

   

 

 

 

Total equity

     1,459,271        1,400,838   
  

 

 

   

 

 

 

Total liabilities and equity

   $ 2,748,541      $ 2,719,889   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

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Table of Contents

DCT INDUSTRIAL TRUST INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(unaudited, in thousands, except per share information)

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2011     2010     2011     2010  

REVENUES:

        

Rental revenues

   $ 63,264      $ 58,366      $ 125,598      $ 116,148   

Institutional capital management and other fees

     1,129        1,038        2,148        2,005   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     64,393        59,404        127,746        118,153   
  

 

 

   

 

 

   

 

 

   

 

 

 

OPERATING EXPENSES:

        

Rental expenses

     8,887        8,007        17,582        16,595   

Real estate taxes

     9,068        9,218        18,507        18,349   

Real estate related depreciation and amortization

     32,298        28,948        63,441        57,228   

General and administrative

     7,063        6,362        14,119        12,394   

Impairment losses

     —          4,556        —          4,556   

Casualty gains

     (1,244     —          (1,244     —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     56,072        57,091        112,405        109,122   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     8,321        2,313        15,341        9,031   

OTHER INCOME AND EXPENSE:

        

Equity in loss of unconsolidated joint ventures, net

     (1,126     (349     (2,483     (907

Impairment losses on investments in unconsolidated joint ventures

     (1,934     —          (1,934     —     

Loss on business combinations

     —          —          —          (395

Interest expense

     (14,768     (13,225     (30,279     (25,988

Interest and other income (expense)

     14        353        99        (115

Income tax expense and other taxes

     (121     (582     (161     (820
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from continuing operations

     (9,614     (11,490     (19,417     (19,194

Income (loss) from discontinued operations

     79        (628     37        (1,160
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before gain on dispositions of real estate interests

     (9,535     (12,118     (19,380     (20,354

Gain on dispositions of real estate interests

     —          —          —          16   
  

 

 

   

 

 

   

 

 

   

 

 

 

Consolidated net loss of DCT Industrial Trust Inc.

     (9,535     (12,118     (19,380     (20,338

Net loss attributable to noncontrolling interests

     1,060        1,387        2,369        2,383   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to common stockholders

   $ (8,475   $ (10,731   $ (17,011   $ (17,955
  

 

 

   

 

 

   

 

 

   

 

 

 

EARNINGS PER COMMON SHARE – BASIC AND DILUTED:

        

Loss from continuing operations

   $ (0.04   $ (0.05   $ (0.07   $ (0.08

Income (loss) from discontinued operations

     0.00        0.00        0.00        (0.01
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to common stockholders

   $ (0.04   $ (0.05   $ (0.07   $ (0.09
  

 

 

   

 

 

   

 

 

   

 

 

 

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

        

Basic and diluted

     245,413        210,841        239,261        209,602   
  

 

 

   

 

 

   

 

 

   

 

 

 

AMOUNTS ATTRIBUTABLE TO COMMON STOCKHOLDERS:

        

Loss from continuing operations

   $ (8,546   $ (10,173   $ (17,044   $ (16,927

Income (loss) from discontinued operations

     71        (558     33        (1,028
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to common stockholders

   $ (8,475   $ (10,731   $ (17,011   $ (17,955
  

 

 

   

 

 

   

 

 

   

 

 

 

Distributions declared per common share

   $ 0.07      $ 0.07      $ 0.14      $ 0.14   

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

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DCT INDUSTRIAL TRUST INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders’ Equity,

Comprehensive Income (Loss) and Noncontrolling Interests

For the Six Months Ended June 30, 2011

(unaudited, in thousands)

 

           DCT Industrial Trust Inc. and Subsidiaries  
                              Accumulated        
           Common Stock                  Other        
     Total
Equity
    Shares      Amount      Additional
Paid-in
Capital
    Distributions
In Excess

of Earnings
   

Compre-
hensive

Loss

    Non-
controlling
Interests
 

Balance at December 31, 2010

   $ 1,400,838        222,947       $ 2,229       $ 1,898,289      $ (689,127   $ (15,289   $ 204,736   

Comprehensive income (loss):

                

Net loss

     (19,380     —           —           —          (17,011     —          (2,369

Net unrealized loss on cash flow hedging derivatives

     (3,128     —           —           —          —          (2,829     (299

Realized gains related to hedging activities

     129        —           —           —          —          117        12   

Amortization of cash flow hedging derivatives

     468        —           —           —          —          423        45   

Allocation of interests

     —          —           —           —          —          (174     174   
  

 

 

           

 

 

   

 

 

   

 

 

 

Comprehensive loss

     (21,911             (17,011     (2,463     (2,437
  

 

 

           

 

 

   

 

 

   

 

 

 

Issuance of common stock, net of offering costs

     111,588        21,850         219         111,369        —          —          —     

Issuance of common stock, stock-based compensation plans

     (20     135         1         (21     —          —          —     

Amortization of stock-based compensation

     2,664        —           —           898        —          —          1,766   

Distributions to common stockholders and noncontrolling interests

     (38,258     —           —           —          (34,410     —          (3,848

Partner contributions to noncontrolling interests

     4,457        —           —           —          —          —          4,457   

Redemptions of noncontrolling interests

     (87     620         6         4,592        —          —          (4,685
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at June 30, 2011

   $ 1,459,271        245,552       $ 2,455       $ 2,015,127      $ (740,548   $ (17,752   $ 199,989   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

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Table of Contents

DCT INDUSTRIAL TRUST INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(unaudited, in thousands)

 

     Six Months Ended
June 30,
 
     2011     2010  

OPERATING ACTIVITIES:

    

Consolidated net loss of DCT Industrial Trust Inc.

   $ (19,380 )    $ (20,338 ) 

Adjustments to reconcile consolidated net loss of DCT Industrial Trust Inc. to net cash provided by operating activities:

    

Real estate related depreciation and amortization

     63,441        57,776   

Distributions of earnings from unconsolidated joint ventures

     1,528        1,439   

Equity in loss of unconsolidated joint ventures, net

     2,483        907   

Stock-based compensation

     2,664        2,348   

Impairment losses

     1,934        4,743   

Casualty gains

     (1,244     —     

Straight - line rent

     (5,253     (2,785

Other

     1,785        4,152   

Changes in operating assets and liabilities:

    

Other receivables and other assets

     1,716        2,786   

Accounts payable, accrued expenses and other liabilities

     (260     (7,169
  

 

 

   

 

 

 

Net cash provided by operating activities

     49,414        43,859   
  

 

 

   

 

 

 

INVESTING ACTIVITIES:

    

Real estate acquisitions

     (64,148     (7,242

Capital expenditures and development activities

     (30,916     (23,951

Increase of deferred acquisition costs and deposits

     (1,695     (212

Proceeds from dispositions of real estate investments, net

     —          571   

Investments in unconsolidated joint ventures

     (4,946     (662

Repayment of notes receivable

     84        1,641   

Insurance proceeds from casualty reimbursement for capital expenditures

     3,760        —     

Other investing activities

     (573     3,168   
  

 

 

   

 

 

 

Net cash used in investing activities

     (98,434     (26,687
  

 

 

   

 

 

 

FINANCING ACTIVITIES:

    

Proceeds from senior unsecured revolving line of credit

     150,000        223,000   

Repayments of senior unsecured revolving line of credit

     (105,000     (223,000

Proceeds from senior unsecured debt

     —          210,000   

Repayments of senior unsecured debt

     (25,000     (100,000

Proceeds from mortgage notes

     —          123,000   

Principal payments on mortgage notes

     (51,762     (223,375

Increase of deferred loan costs

     (3,454     (760

Issuance of common stock

     111,931        9,071   

Offering costs for issuance of common stock and OP Units

     (343     (505

Redemption of OP units

     (87     (407

Distributions to common stockholders

     (32,832     (29,298

Distributions to noncontrolling interests

     (3,739     (3,985

Contributions from noncontrolling interests

     56        196   
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     39,770        (16,063
  

 

 

   

 

 

 

NET INCEASE (DECREASE) IN CASH AND CASH EQUIVALENTS

     (9,250     1,109   

CASH AND CASH EQUIVALENTS, beginning of period

     17,330        19,120   
  

 

 

   

 

 

 

CASH AND CASH EQUIVALENTS, end of period

   $ 8,080      $ 20,229   
  

 

 

   

 

 

 

Supplemental Disclosures of Cash Flow Information

    

Cash paid for interest, net of capitalized interest

   $ 29,960      $ 24,675   

Supplemental Disclosures of Non-Cash Activities

    

Retirement of fully amortized intangible lease assets, net

   $ 6,292      $ 17,756   

Redemptions of OP Units settled in shares of common stock

   $ 4,598      $ 13,331   

Assumption of mortgage notes in connection with real estate acquired

   $ 3,875      $ 8,786   

Contributions of real estate from noncontrolling interests

   $ 4,401      $ —     

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

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DCT INDUSTRIAL TRUST INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Note 1 – Organization

DCT Industrial Trust Inc. is a leading industrial real estate company that owns, operates and develops high-quality bulk distribution and light industrial properties in high-volume distribution markets in the U.S. and Mexico. As used herein, “DCT Industrial Trust,” “DCT,” “the Company,” “we,” “our” and “us” refer to DCT Industrial Trust Inc. and its consolidated subsidiaries and partnerships except where the context otherwise requires. We were formed as a Maryland corporation in April 2002 and have elected to be treated as a real estate investment trust (“REIT”) for United States (“U.S.”) federal income tax purposes. We are structured as an umbrella partnership REIT under which substantially all of our current and future business is, and will be, conducted through a majority owned and controlled subsidiary, DCT Industrial Operating Partnership LP (the “operating partnership”), a Delaware limited partnership, for which DCT Industrial Trust Inc. is the sole general partner. We own our properties through our operating partnership and its subsidiaries. As of June 30, 2011, we owned approximately 91% of the outstanding equity interests in our operating partnership.

As of June 30, 2011, the Company owned interests in, managed or had under development approximately 77.8 million square feet of properties leased to more than 860 customers, including:

 

   

58.9 million square feet comprising 406 consolidated properties owned in our operating portfolio which was 88.6% occupied;

 

   

14.6 million square feet comprising 45 unconsolidated and managed properties with an occupancy of 91.9% and one managed-only property on behalf of three institutional capital management joint venture partners;

 

   

3.9 million square feet comprising ten unconsolidated buildings with two of our unconsolidated joint venture partners; and

 

   

0.4 million square feet comprising two consolidated properties in redevelopment.

Note 2 – Summary of Significant Accounting Policies

Interim Financial Information

The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited Consolidated Financial Statements include all adjustments, consisting of normal recurring items, necessary for their fair presentation in conformity with GAAP. Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with our audited Consolidated Financial Statements as of December 31, 2010 and related notes thereto as filed on Form 10-K on February 25, 2011.

Basis of Presentation

The accompanying Consolidated Financial Statements include the financial position, results of operations and cash flows of the Company, its wholly-owned qualified REIT and taxable REIT subsidiaries, the operating partnership and its consolidated joint ventures, in which it has a controlling interest. Third-party equity interests in the operating partnership and consolidated joint ventures are reflected as noncontrolling interests in the Consolidated Financial Statements. We also have noncontrolling partnership interests in unconsolidated institutional capital management and other joint ventures, which are accounted for under the equity method. All significant intercompany amounts have been eliminated.

 

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Principles of Consolidation

We hold interests in both consolidated and unconsolidated joint ventures. All joint ventures over which we have financial and operating control, and variable interest entities (“VIE’s”) in which we have determined that we are the primary beneficiary, are included in the Consolidated Financial Statements. We use the equity method of accounting for joint ventures over which we do not have a controlling interest or where we do not exercise significant control over major operating and management decisions but where we exercise significant influence and include our share of earnings or losses of these joint ventures in our consolidated net loss.

We analyze our joint ventures in accordance with GAAP to determine whether they are VIE’s and, if so, whether we are the primary beneficiary. Our judgment with respect to our level of influence or control over an entity and whether we are the primary beneficiary of a VIE involves consideration of various factors including the form of our ownership interest, our representation on the entity’s board of directors, the size of our investment (including loans) and our ability to participate in major decisions. Our ability to correctly assess our influence or control over an entity affects the presentation of these investments in the Consolidated Financial Statements and, consequently, our financial position and results of operations.

Reclassifications

Certain items in our Consolidated Financial Statements for 2010 have been reclassified to conform to the 2011 presentation.

Use of Estimates

The preparation of the Consolidated Financial Statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Capitalization of Costs

We capitalize costs directly related to the development, predevelopment, redevelopment or improvement of our investment in real estate, referred to as development projects and other activities included within this paragraph. Costs associated with our development projects are capitalized as incurred. If the project is abandoned, these costs are expensed during the period in which the project is abandoned. Costs considered for capitalization include, but are not limited to, construction costs, interest, real estate taxes, insurance and leasing costs, if appropriate. We capitalize indirect costs such as personnel, office, and administrative expenses that are directly related to our development projects based on an estimate of the time spent on the development activities. Interest is capitalized based on actual capital expenditures from the period when development or redevelopment commences until the asset is ready for its intended use, at the weighted average borrowing rates during the period. Costs incurred for maintaining and repairing our properties, which do not extend their useful lives, are expensed as incurred.

We also capitalize interest on qualifying investments in unconsolidated joint ventures. Interest is capitalized based on the average capital invested in a venture during the period when development or predevelopment begins until planned principle operations commence, at the weighted average borrowing rates during the period.

Discontinued Operations

We classify certain properties and related assets and liabilities as held for sale when certain criteria are met. At such time, the respective assets and liabilities are presented separately on our Consolidated Balance Sheets. We include liabilities related to assets held for sale that will be transferred in the transaction in “Liabilities related to assets held for sale.” Assets held for sale are reported at the lower of carrying value or estimated fair value less estimated costs to sell. The operating results of such properties are presented in “Income (loss) from discontinued operations” in current periods and all comparable periods presented. Depreciation is not recorded on properties held for sale; however, depreciation expense recorded prior to classification as held for sale is included in “Income (loss) from discontinued operations.” Gains on sales of real estate assets are recognized if the specific transaction terms and any continuing involvement in the form of management or financial assistance meet the various sale recognition criteria as defined by GAAP. If the criteria are not met, we defer the gain until such time that the criteria for sale recognition have been met. Net gains on sales and any impairment losses associated with assets held for sale are presented in “Income (loss) from discontinued operations” when recognized.

 

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Table of Contents

Fair Value

The Financial Accounting Standards Board (“FASB”) issued guidance related to accounting for fair value measurements which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Fair value is defined as the exit price or price at which an asset (in its highest and best use) would be sold or liability assumed by an informed market participant in a transaction that is not distressed and is executed in the most advantageous market. This guidance provides a framework of how to determine such measurements on reported balances which are required or permitted to be measured at fair value under existing accounting pronouncements and emphasizes that fair value is a market-based rather than an entity-specific measurement. Therefore, our fair value measurement is determined based on the assumptions that market participants would use to price the asset or liability. As a basis for considering market participant assumptions in fair value measurements, this guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions based on the best information available in the circumstances (unobservable inputs classified within Level 3 of the hierarchy).

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates and yield curves that are observable at commonly quoted intervals, and the contracted sales price for assets held for sale. Level 3 inputs are unobservable inputs for the asset or liability that are typically based on management’s own assumptions, as there is little, if any, related observable market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

Investment in Properties

We record the assets, liabilities and noncontrolling interests associated with property acquisitions which qualify as business combinations at their respective acquisition-date fair values which are derived using a market, income or replacement cost approach, or a combination thereof. Acquisition-related costs associated with business combinations are expensed as incurred. As defined by GAAP, a business is an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs, or other economic benefits directly to investors or other owners, members, or participants. We do not consider acquisitions of land or unoccupied buildings to be business combinations. Rather, these transactions are treated as asset acquisitions and recorded at cost.

The fair value of identifiable tangible assets such as land, building, building and land improvements and tenant improvements is determined on an “as-if-vacant” basis. Management considers Level 3 inputs such as the replacement cost of such assets, appraisals, property condition reports, market data and other related information in determining the fair value of the tangible assets. The difference between the fair value and the face value of debt assumed in connection with an acquisition is recorded as a premium or discount and amortized to “Interest expense” over the life of the debt assumed. The valuation of assumed liabilities is based on the current market rate for similar liabilities. The recorded fair value of intangible lease assets includes Level 3 inputs and represents the value associated with in-place leases which include leasing commissions, legal and other costs, as well as an intangible asset or liability resulting from in-place leases being above or below the market rental rates over the lease term on the date of the acquisition. Intangible lease assets or liabilities are amortized over the reasonably assured lease term of the remaining in-place leases as an adjustment to “Rental revenues” or “Real estate related depreciation and amortization” depending on the nature of the intangible.

We have certain properties which we have acquired or removed from service with the intention to redevelop the property. Buildings under redevelopment require significant construction activities prior to being placed back into service. We generally do not depreciate properties classified as redevelopment until the date that the redevelopment properties are ready for their intended use.

 

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Real estate, including land, building, building and land improvements, tenant improvements, leasehold improvements, leasing costs and intangible lease assets and liabilities are stated at historical cost less accumulated depreciation and amortization, unless circumstances indicate that the cost cannot be recovered, in which case, the carrying value of the property is reduced to estimated fair value.

Depreciation and Useful Lives of Real Estate Assets

Depreciation and amortization are computed on a straight-line basis over the estimated useful lives of the related assets or liabilities. Our ability to assess the useful lives of our real estate assets accurately is critical to the determination of the appropriate amount of depreciation and amortization expense recorded and the carrying values of the underlying assets. Any change to the estimated depreciable lives of these assets would have an impact on the depreciation and amortization expense we recognize.

The following table reflects the standard depreciable lives typically used to compute depreciation and amortization. However, such depreciable lives may be different based on the estimated useful life of such assets or liabilities. The carrying value of assets sold or retired and the related accumulated depreciation and/or amortization is derecognized and the resulting gain or loss, if any, is recorded during the period in which such sale or retirement occurs.

 

Description

 

Standard Depreciable Life

Land

  Not depreciated

Building

  20 – 40 years

Building and land improvements

  5 – 20 years

Tenant improvements

  Shorter of lease term or useful life

Leasehold improvements

  5 – 20 years

Leasing costs

  Lease term

Other intangible lease assets

  Average term of leases for property

Above/below market rent assets/liabilities

  Reasonably assured lease term

Depreciation is not recorded on real estate assets currently held for sale or contribution, in pre-development, or being developed or redeveloped until the building is substantially completed and ready for its intended use, not later than one year from cessation of major construction activity.

Impairment of Properties

Investments in properties classified as held for use are carried at cost and evaluated for impairment at least annually and when events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. Examples of such changes in circumstances include the point at which we deem a building to be held for sale, our intended hold period changes, or when a building remains vacant significantly longer than expected. For investments in properties that we intend to hold long-term, the recoverability is based on the estimated future undiscounted cash flows. If the asset carrying value is not supported on an undiscounted cash flow basis, the amount of impairment is measured as the difference between the carrying value and the fair value of the asset and is reflected in “Impairment losses” on the Consolidated Statements of Operations. The determination of fair value of real estate assets to be held for use is derived using the discounted cash flow method and involves a number of management assumptions relating to future economic events that could materially affect the determination of the ultimate value, and therefore, the carrying amounts of our real estate. Such assumptions are Level 3 inputs and include, but are not limited to, projected vacancy rates, rental rates, property operating expenses and capital expenditures. The capitalization rate is also a significant driving factor in determining the property valuation and requires management’s judgment of factors such as market knowledge, historical experience, lease terms, tenant financial strength, economy, demographics, environment, property location, visibility, age, physical condition and expected return requirements, among other things. The aforementioned factors are taken as a whole by management in determining the valuation of investment property. The valuation is sensitive to the actual results of any of these uncertain factors, either individually or taken as a whole. Should the actual results differ from management’s estimates, the valuation could be negatively affected and may result in additional impairments recorded in the Consolidated Financial Statements.

 

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Investments in properties classified as held for sale are measured at the lower of their carrying amount or fair value (typically, the contracted sales price, a Level 2 input) less estimated costs to sell. Impairment of assets held for sale is a component of “Income (loss) from discontinued operations” in the Consolidated Statements of Operations and is further detailed in Note 12 – Discontinued Operations and Assets Held for Sale.

Investments in and Advances to Unconsolidated Joint Ventures

We account for our investments in and advances to unconsolidated joint ventures under the equity method because we exercise significant influence over, but do not control, these entities. Under the equity method, these investments (including advances to joint ventures) are initially recorded at cost and are subsequently adjusted to reflect our proportionate share of net earnings or losses of each of the joint ventures, distributions received, contributions made and certain other adjustments, as appropriate. Such investments are included in “Investments in and advances to unconsolidated joint ventures” in our Consolidated Balance Sheets. Distributions from these investments that are related to earnings from operations are included as operating activities and distributions that are related to capital transactions are included as investing activities in our Consolidated Statements of Cash Flows.

Investment properties that are contributed to unconsolidated joint ventures are not considered discontinued operations due to our continuing involvement through maintaining an ownership interest in these investment properties and continuing to act as manager of the assets. We recognize any gains from the contribution of investment properties into an unconsolidated joint venture if the recognition criteria have been met and the cash received is not required to be reinvested. Such gains are recognized to the extent of the outside ownership interest in the joint venture in our Consolidated Statements of Operations under the heading of “Gain on dispositions of real estate interests.” Any gain related to the remaining proceeds reduces our basis in the investment in the unconsolidated joint venture, and is recognized into earnings over the weighted average life of the related property’s real estate assets. We recognize our proportionate share of the ongoing earnings or losses of each unconsolidated joint venture in “Equity in loss of unconsolidated joint ventures, net” in our Consolidated Statements of Operations.

We evaluate our investments in unconsolidated entities for impairment whenever events or changes in circumstances indicate that there may be an other-than-temporary decline in value. To do so, we calculate the estimated fair value of the investment using a market, income or replacement cost approach, or combination thereof. The amount of impairment recognized, if any, would be the excess of the investment’s carrying amount over its estimated fair value. We consider various factors to determine if a decline in the value of the investment is other-than-temporary. These factors are Level 2 and 3 inputs and include but are not limited to, age of the venture, our intent and ability to retain our investment in the entity, the financial condition and long-term prospects of the entity, expected term of the investment and the relationships with the other joint venture partners and its lenders. If we believe that the decline in the fair value is temporary, no impairment is recorded. The aforementioned factors are taken as a whole by management in determining the valuation of our investment property. Should the actual results differ from management’s estimates, the valuation could be negatively affected and may result in a negative impact on the Consolidated Financial Statements.

DCT currently has a 50% ownership interest in an unconsolidated joint venture consisting of four buildings referred to as IDI/DCT. In June 2011, the joint venture entered into a sales agreement with a third-party to sell one of the buildings. The sale is expected to close in the third quarter of 2011. As a result, we evaluated the fair value of our investment in the joint venture. We determined that our investment’s carrying value was in excess of its estimated fair value and recognized an impairment of approximately $1.9 million which is included in “Impairment losses on unconsolidated joint ventures” in our Consolidated Statements of Operations.

Derivative Instruments and Hedging Activities

We record derivatives at fair value which are presented on a gross basis in “Other Assets” or “Other Liabilities” in our Consolidated Balance Sheets. Accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the designation of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes

 

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in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge.

Currently, we use interest rate swaps to manage certain interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.

Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties.

As of June 30, 2011, all hedges were designated as cash flow hedges. For derivatives designated as “cash flow” hedges, the effective portion of the changes in the fair value of the derivative is initially reported in “Accumulated other comprehensive loss” in our Consolidated Statements of Stockholders’ Equity, Accumulated Other Comprehensive Income (Loss) and Noncontrolling Interests (i.e., not included in earnings) and subsequently reclassified into earnings when the hedged transaction affects earnings or the hedging relationship is no longer effective at which time the ineffective portion of the derivative’s changes in fair value is recognized directly into earnings. We assess the effectiveness of each hedging relationship whenever financial statements are issued or earnings are reported and at least every three months. We do not use derivatives for trading or speculative purposes.

Our objective in using derivatives is to manage our exposure to interest rate volatility associated with our forecasted debt issuances including refinancing of our fixed-rate debt and certain variable rate borrowings. To accomplish this objective, we primarily use treasury locks, forward-starting swaps and interest rate swaps as part of our cash flow hedging strategy. These derivatives are designed to mitigate the risk of future interest rate fluctuations by providing a future fixed interest rate for a limited, pre-determined period of time.

Our agreements with each of our derivative counterparties contain provisions where if we default on the underlying indebtedness, including defaults where repayment of the indebtedness has not been accelerated by the lender, then we could also be declared in default on our derivative obligations. We also have agreements with our derivative counterparties that incorporate the loan covenant provisions of our indebtedness with lender affiliates of the derivative counterparties. Failure to comply with the loan covenant provisions would cause us to be in default on any derivative instrument obligations covered by the agreements.

Revenue Recognition

We record rental revenues on a straight-line basis under which contractual rent increases are recognized evenly over the full lease term. Certain properties have leases that provide for tenant occupancy during periods where no rent is due or where minimum rent payments change during the term of the lease. Accordingly, we record receivables from tenants that we expect to collect over the remaining lease term rather than currently, which are recorded as a straight-line rent receivable. When we acquire a property, the terms of existing leases are considered to commence as of the acquisition date for the purposes of this calculation. The total increase to “Rental revenues” due to straight-line rent adjustments was approximately $2.2 million and $5.3 million, respectively, for the three and six months ended June 30, 2011 and an increase of approximately $1.5 million and $2.9 million, respectively, for the same periods in 2010.

 

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Tenant recovery income includes payments and amounts due from tenants pursuant to their leases for real estate taxes, insurance and other recoverable property operating expenses and is recognized as “Rental revenues” during the same period the related expenses are incurred. Tenant recovery income recognized as “Rental revenues” was approximately $12.2 million and $23.9 million, for the three and six months ended June 30, 2011, respectively, and approximately $11.0 million and $22.7 million, for the same periods in 2010, respectively.

We maintain an allowance for estimated losses that may result from the inability of our tenants to make required payments. If a tenant fails to make contractual payments beyond any allowance, we may recognize additional bad debt expense in future periods equal to the net outstanding balances. As of June 30, 2011 and December 31, 2010, our allowance for doubtful accounts was approximately $2.4 million and $2.1 million, respectively.

In connection with property acquisitions qualifying as business combinations, we may acquire leases with rental rates above or below the market rental rates. Such differences are recorded as an intangible lease asset or liability and amortized to “Rental revenues” over the reasonably assured term of the related leases. The unamortized balances of these assets and liabilities associated with the early termination of leases are fully amortized to their respective revenue line items in our Consolidated Statements of Operations over the shorter of the expected life of such assets and liabilities or the remaining lease term. The total net impact to “Rental revenues” due to the amortization of above and below market rents was an increase of approximately $0.1 million and $0.2 million for the three and six months ended June 30, 2011, respectively, and a decrease of approximately $0.1 million and $0.2 million for the same periods in 2010, respectively.

Early lease termination fees are recorded in “Rental revenues” on a straight-line basis over the estimated remaining contractual lease term or upon collection if collection is not assured.

We earn revenues from asset management fees, acquisition fees, property management fees and fees for other services pursuant to joint venture and other agreements. These are included in our Consolidated Statements of Operations in “Institutional capital management and other fees.” We recognize revenues from asset management fees, acquisition fees, property management fees and fees for other services when the related fees are earned and are realized or realizable.

Stock-Based Compensation

On October 10, 2006, we established the Long-Term Incentive Plan, as amended, to grant restricted stock, stock options and other awards to our personnel and directors. Awards granted under this plan are measured at fair value on the grant date and amortized to compensation expense on a straight-line basis over the service period during which the awards fully vest. Such expense is included in “General and administrative” expense in our Consolidated Statements of Operations. Options issued under the Long-Term Incentive Plan are valued using the Black-Scholes option pricing model, which relies on assumptions we make related to the expected term of the options, volatility, dividend yield, and risk free interest rate.

New Accounting Standards

During the second quarter of 2011, the FASB issued Accounting Standards Update No. 2011- 04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS, which generally aligns the principles for fair value measurements and the related disclosure requirements under US GAAP and International Financial Reporting Standards (“IFRS”). This standard requires new disclosures, with a particular focus on Level 3 measurements, including; quantitative information about the significant unobservable inputs used for all Level 3 measurements; qualitative discussion about the sensitivity of recurring Level 3 measurements to changes in the unobservable inputs disclosed, including the interrelationship between inputs and a description of the company’s valuation processes. This standard also requires disclosure of any transfers between Levels 1 and 2 of the fair value hierarchy; information about when the current use of a non-financial asset measured at fair value differs from its highest and best use and the hierarchy classification for items whose fair value is not recorded on the balance sheet but is disclosed in the notes. This standard is effective for interim and annual periods beginning after December 15, 2011. Early application is not permitted. We plan to adopt this standard during the first quarter of 2012 and are currently evaluating the application of this standard and its effect on our Consolidated Financial Statements.

 

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Also during the second quarter of 2011, the FASB issued Accounting Standards Update No. 2011-05, Presentation of Comprehensive Income, which eliminates the option to report other comprehensive income and its components in the statement of changes in stockholders’ equity. Entities will have the option to present the components of net income and other comprehensive income either in a single continuous statement or in two separate but consecutive statements. This standard requires retrospective application and is effective for interim and annual periods beginning after December 15, 2011. Early application is permitted. We plan to adopt this standard during the first quarter of 2012 and are in the process of determining which form we will apply for reporting comprehensive income and its components, as we currently report them in the Consolidated Statements of Stockholders’ Equity.

Note 3 - Investment in Properties

Our consolidated investment in properties consist of operating properties, redevelopment properties, properties under development and properties in pre-development including land held for future development or other purposes. The following table provides our historical cost of our investment in properties (in thousands).

 

     June 30,
2011
    December 31,
2010
 

Operating properties

   $ 3,087,901      $ 2,954,754   

Properties under redevelopment

     13,340        3,316   

Properties under development

     —          55,698   

Properties in pre-development, including land held

     24,041        23,668   
  

 

 

   

 

 

 

Total Investment in Properties

     3,125,282        3,037,436   

Less accumulated depreciation and amortization

     (584,716     (528,705
  

 

 

   

 

 

 

Net Investment in Properties

   $ 2,540,566      $ 2,508,731   
  

 

 

   

 

 

 

Acquisition Activity

During the six months ended June 30, 2011, we acquired seven buildings comprising 1,143,000 square feet and controlling ownership interests in three buildings totaling 364,000 square feet. These properties are located in the Southern California, New Jersey, Miami, Orlando, Chicago and Phoenix markets. These properties and ownership interests were acquired from unrelated third parties, except as disclosed in Note 9 – Related Party Transactions for a total purchase price of approximately $63.7 million using borrowings under our senior unsecured revolving credit facility and existing cash balances, including those from our equity offering. We have consolidated the three properties in which we acquired controlling interests and, as a result, we recorded $73.5 million on our balance sheet, in the aggregate, for these three properties and the seven other properties that we acquired during the six months ended June 30, 2011. This amount included $9.8 million attributable to the noncontrolling interests’ share of these three properties.

During the six months ended June 30, 2010, we acquired one bulk distribution facility located in the New Jersey market comprised of approximately 0.2 million square feet for a total purchase price of approximately $9.5 million using existing cash balances and borrowings under our senior unsecured revolving credit facility. During the same period we also acquired a 19.3 acre land parcel through our 8th and Vineyard joint venture for a purchase price of approximately $4.7 million. See Note 9 – Related Party Transactions, for further detail on this transaction.

Disposition Activity

We have not made any dispositions during the six months ended June 30, 2011. During the second quarter of 2010, we sold one 15,000 square foot operating property located in the Cincinnati market to an unrelated third party for total gross proceeds of approximately $0.6 million. Prior to the sale closing, we recorded an impairment loss on the property of approximately $0.2 million, which represented the difference between the carrying value of the asset sold and its fair value net of sales costs and is reflected in “Income (loss) from discontinued operations” in the Consolidated Financial Statements.

 

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Intangible Lease Assets and Liabilities

Aggregate amortization expense for intangible lease assets recognized in connection with property acquisitions (excluding assets and liabilities related to above and below market rents; see Note 2 - Summary of Significant Accounting Policies for additional information) was approximately $3.0 million and $6.0 million for the three and six months ended June 30, 2011 and approximately $3.2 million and $6.7 million for the three and six months ended June 30, 2010, respectively. Our intangible lease assets included the following as of June 30, 2011 and December 31, 2010 (in thousands).

 

     June 30, 2011     December 31, 2010  
     Gross     Accumulated
Amortization
    Net     Gross     Accumulated
Amortization
    Net  

Other intangible lease assets

   $ 81,098      $ (42,119   $ 38,979      $ 83,394      $ (42,168   $ 41,226   

Above market rent

   $ 9,865      $ (7,358   $ 2,507      $ 10,103      $ (6,955   $ 3,148   

Below market rent

   $ (25,255   $ 7,092      $ (18,163   $ (25,043   $ 6,295      $ (18,748

The following table describes the estimated net amortization of such intangible assets and liabilities for the next five years and thereafter. In addition, the table describes the net impact on rental revenues due to the amortization of above and below market rents for the next five years and thereafter (in thousands).

 

For the Period Ended December 31,

   Estimated
Net
Amortization
of Lease
Intangible
Assets
     Estimated Net
(Increase) to Rental
Revenues Related
to Above and
Below Market
Rents
 

Remainder of 2011

   $ 5,519       $ (260

2012

     8,525         (405

2013

     5,291         (914

2014

     3,994         (748

2015

     2,878         (575

Thereafter

     12,772         (12,754
  

 

 

    

 

 

 

Total

   $ 38,979       $ (15,656
  

 

 

    

 

 

 

Casualty Events

In February 2011, a storm caused significant damage to one of our properties in our Nashville market. As of the first quarter 2011, the total amount of damages was not known, however the property was insured in an amount for storms which we believed was sufficient to cover any losses. In April 2011, we received an initial payment from the tenant of approximately $5.0 million for damages related to this casualty. During the second quarter of 2011, our cost of repairing the total damages was estimated to be approximately $5.0 million based upon inspections by third party consultants and clean-up costs already incurred. Necessary repairs have commenced to the property. As the recoveries received for damages were in excess of the sum of our incurred losses of approximately $3.8 million for clean-up costs and the net book value write-off of the damaged property, and all contingencies relating to the casualty have been resolved, we recorded a casualty gain of approximately $1.2 million during the quarter which is included in “Casualty gains” in the Consolidated Statements of Operations.

 

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Note 4 - Investments in and Advances to Unconsolidated Joint Ventures

We enter into joint ventures primarily for purposes of developing industrial real estate and to establish commingled investment vehicles with institutional partners. Our investments in these joint ventures are included in “Investments in and advances to unconsolidated joint ventures” in our Consolidated Balance Sheets. The following table summarizes our unconsolidated joint ventures as of June 30, 2011 and December 31, 2010 (dollars in thousands).

 

    

DCT Ownership

Percentage as of

           Unconsolidated Net Equity
Investment as of
 

Unconsolidated Joint Ventures

   June 30,
2011
    Number of
Buildings
     June 30,
2011
     December 31,
2010
 

Institutional Joint Ventures:

          

DCT/SPF Industrial Operating LLC

     20     14       $ 46,285       $ 47,243   

TRT-DCT Venture I

     4.4     14         612         774   

TRT-DCT Venture II

     11.4     6         2,621         2,437   

TRT-DCT Venture III

     10     5         1,524         1,594   

DCT Fund I LLC

     20     6         38         376   
    

 

 

    

 

 

    

 

 

 

Total Institutional Joint Ventures

       45         51,080         52,424   

Other:

          

Stirling Capital Investments (SCLA)(1)

     50     6         44,573         45,313   

IDI/DCT(2)

     50     4         38,650         37,721   

IDI/DCT Buford, LLC (land only)

     75     —           2,984         2,997   
    

 

 

    

 

 

    

 

 

 

Total Other

       10         86,207         86,031   
    

 

 

    

 

 

    

 

 

 

Total

       55       $ 137,287       $ 138,455   
    

 

 

    

 

 

    

 

 

 

 

(1) 

Although we contributed 100% of the initial cash equity capital required by the venture, our partners retain certain participation rights in the venture’s available cash flows.

(2) 

See discussion of impairment recorded on our investment in this unconsolidated joint venture during the second quarter of 2011 in Note 2- Summary of Significant Accounting Policies

Guarantees

There are no lines of credit or side agreements related to, or between, our unconsolidated joint ventures and us, and there are no derivative financial instruments between our unconsolidated joint ventures and us. In addition, we believe we have no material exposure to financial guarantees.

Note 5 – Financial Instruments and Hedging Activities

Fair Value of Financial Instruments

As of June 30, 2011 and December 31, 2010, the fair values of cash and cash equivalents, restricted cash held in escrow, accounts receivable and accounts payable approximated their carrying values because of the short-term nature of these instruments. The estimated fair values of other financial instruments subject to fair value disclosures were determined based on available market information and valuation methodologies appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates. Our estimates may differ from the actual amounts that we could realize upon disposition. The following table summarizes these financial instruments as of June 30, 2011 and December 31, 2010 (in thousands).

 

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     Balances as of
June 30, 2011
    Balances as of
December 31, 2010
 
     Carrying
Amounts
    Estimated
Fair Value
    Carrying
Amounts
    Estimated
Fair Value
 

Notes receivable(1)

   $ 1,138      $ 1,161      $ 1,222      $ 1,423   

Borrowings(1):

        

Senior unsecured revolving credit facility

   $ 96,000        96,000      $ 51,000      $ 51,000   

Fixed rate debt(2)

   $ 886,427      $ 969,431      $ 935,122      $ 977,258   

Variable rate debt

   $ 200,237      $ 199,448      $ 225,237      $ 224,304   

Interest rate contracts:

        

Interest rate swap(3)

   $ (13,237   $ (13,237   $ (10,109   $ (10,109

 

(1) 

The fair values of our notes receivable and borrowings were estimated using a discounted cash flow methodology. Credit spreads and market interest rates used to determine the fair value of these instruments are based on unobservable Level 3 inputs which management has determined to be its best estimate of current market values.

(2) 

The carrying amount of our fixed rate debt includes premiums and discounts as a result of the difference between the fair value and face value of debt assumed in connection with our acquisition activities.

(3) 

The fair value of our interest rate swap is determined using the market standard methodology of netting the discounted future fixed cash flows and the discounted expected variable cash flows based on an expectation of future interest rates derived from Level 2 observable market interest rate curves. We also incorporate a credit valuation adjustment, which is derived using unobservable Level 3 inputs, to appropriately reflect both our nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurement. For further discussion on the fair value of our interest rate swap, see Note 2 - Significant Accounting Policies.

The following table displays a reconciliation of liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the six months ended June 30, 2011 and 2010. During the same periods, we had no assets measured at fair value on a recurring basis. The table also displays gains and losses due to changes in fair value, including both realized and unrealized, recognized in the Consolidated Statements of Operations for Level 3 liabilities. When assets and liabilities are transferred between levels, we recognize the transfer at the beginning of the period (in thousands).

 

     During the Six Months
Ended June 30,
 
     2011     2010  

Level 3 Liabilities:

    

Interest Rate Swaps:

    

Beginning balance at January 1

   $ (10,109   $ (4,070

Net unrealized losses included in accumulated other comprehensive loss

     (3,128     (8,515

Realized losses recognized in interest expense

     —          1,319   
  

 

 

   

 

 

 

Ending balance at June 30

   $ (13,237   $ (11,266
  

 

 

   

 

 

 

Hedging Activities

To manage interest rate risk for variable rate debt and issuances of fixed rate debt, we primarily use treasury locks and interest rate swaps as part of our cash flow hedging strategy. These derivatives are designed to mitigate the risk of future interest rate increases by providing a fixed interest rate for a limited, pre-determined period of time. During 2011, such derivatives have been used to hedge the variability in existing and future interest expense associated with existing variable rate borrowings and forecasted issuances of debt, which may include the issuances of new debt, as well as refinancing of existing debt upon maturity.

 

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On a recurring basis, we measure our derivatives at fair value, which was a gross liability of approximately $13.2 million and $10.1 million as of June 30, 2011 and December 31, 2010, respectively. These amounts are included in “Other Liabilities” in our Consolidated Balance Sheets. The fair value of these derivatives was determined using Level 2 and 3 inputs. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in “Accumulated other comprehensive loss” and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings and is recorded as “Interest and other income” in our Consolidated Statements of Operations. During the three and six months ended June 30, 2011 and 2010, we recognized no ineffectiveness.

As of June 30, 2011, we had one forward-starting swap in place to hedge the variability of cash flows associated with forecasted issuances of debt. This derivative has a notional value of $90.0 million, a LIBOR-based swap strike rate of 5.43%, an effective date of June 2012 and a maturity date of September 2012. The associated counterparty is PNC Bank, NA.

During the three and six months ended June 30, 2011, we recorded approximately $3.7 million and $3.1 million of net unrealized losses, respectively, including the noncontrolling interests’ portions of $0.4 million and $0.3 million, respectively, in “Accumulated other comprehensive loss” as a result of the change in fair value of our outstanding hedges during the periods. During the three and six months ended June 30, 2010, we recorded $7.3 million and $8.6 million of net unrealized losses, respectively, including the noncontrolling interests’ portions of $0.8 million and $1.0 million, respectively.

As of June 30, 2011 and December 31, 2010, the “Accumulated other comprehensive loss” balances pertaining to the hedges were losses of approximately $19.6 million and $17.0 million, respectively, including the noncontrolling interests’ portion. Amounts reported in “Accumulated other comprehensive loss” related to derivatives will be amortized to “Interest expense” as interest payments are made on our current debt and anticipated debt issuances. During the next 12 months, we estimate that approximately $1.0 million will be reclassified from “Accumulated other comprehensive loss” to “Interest expense” resulting in an increase in such expense.

Note 6 – Outstanding Indebtedness

As of June 30, 2011, our outstanding indebtedness of approximately $1.2 billion consisted of mortgage notes, senior unsecured notes and an outstanding balance on our senior unsecured revolving credit facility, excluding approximately $62.2 million representing our proportionate share of non-recourse debt associated with unconsolidated joint ventures. As of December 31, 2010, our outstanding indebtedness of approximately $1.2 billion consisted of mortgage notes, senior unsecured notes and an outstanding balance on our senior unsecured revolving credit facility, excluding approximately $62.3 million representing our proportionate share of non-recourse debt associated with unconsolidated joint ventures.

As of June 30, 2011, the gross book value of our consolidated properties was approximately $3.1 billion and the gross book value of all properties securing our mortgage debt was approximately $0.9 billion. As of December 31, 2010, the gross book value of our consolidated properties was approximately $3.0 billion and the gross book value of all properties securing our mortgage debt was approximately $1.0 billion. Our debt has various covenants with which we were in compliance as of June 30, 2011 and December 31, 2010.

Debt Payoffs and Refinancing

During the six months ended June 30, 2011, we retired $47.1 million of maturing mortgage notes which were repaid using proceeds from the Company’s senior unsecured revolving credit facility.

In April 2011, we refinanced $50.0 million of maturing senior unsecured notes. The new fixed-rate notes bear interest of 5.43%, mature in April 2010 and require quarterly interest payments.

On June 3, 2011, we entered into a term loan agreement with a syndicate of 12 banks, pursuant to which we borrowed $175.0 million through a senior unsecured loan. The term loan is scheduled to mature on June 3, 2015 and may be prepaid in whole or in part at any time. The term loan agreement provides for a variable interest

 

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rate based on either the base rate under the agreement or LIBOR, at our election, plus a margin that is initially based on our leverage ratio. The margins on base rate loans initially may range from 0.80% to 1.65% per annum, and the margins on LIBOR-based loans may range from 1.80% to 2.65% per annum. This loan agreement has various covenants with which we are in compliance as of June 30, 2011. We used the term loan, together with proceeds from a draw under our senior unsecured revolving credit facility, to repay our unsecured term loan that was scheduled to mature on June 6, 2011.

On August 1, 2011 we issued $225.0 million of new fixed rate, senior unsecured notes through a private placement. These senior unsecured notes have a weighted average maturity of 8.5 years and a weighted average interest rate of 4.93%. The notes have maturities of 5, 7, 8, 10, 11 or 12 years. Proceeds from these notes were used to pay down borrowings under our senior unsecured revolving credit facility with the remainder expected to be used to pay down expiring mortgage notes and for general corporate purposes.

Line of Credit

As of June 30, 2011 and December 31, 2010, we had $96.0 million and $51.0 million outstanding on our senior unsecured revolving credit facility, respectively.

On June 3, 2011 we entered in an amendment to extend the maturity date of our $300.0 million senior unsecured revolving credit facility from August 19, 2013 until June 3, 2015. This amendment also increased the number of banks included on the facility from nine to twelve and reduced the interest rate payable to either 0.65% to 1.35% over prime or 1.65% to 2.35% over LIBOR, per annum at our election, depending upon the Company’s leverage ratio. The amendment also provides us the ability, from time to time, to extend the size of the facility by up to an additional $200.0 million, to a total of $500.0 million, subject to receipt of lender commitments and other conditions. We incurred a total of approximately $2.1 million in fees paid to the creditor and third-party costs which have been deferred and will be amortized over the life of the new credit facility. Proceeds from draws on the line have been used to pay off mortgage notes and senior unsecured notes as they became due, to finance our property acquisitions and for general corporate purposes including payment of distributions. See Note 3 – Investment in Properties for further detail related to our property acquisitions.

Note 7 – Noncontrolling Interests

Noncontrolling interests are the portion of equity, or net assets, in a subsidiary not attributable, directly or indirectly, to a parent. Our noncontrolling interests primarily represent limited partnership interests in the operating partnership and equity interests held by third-party partners in consolidated real estate joint ventures, as discussed in Note 9 – Related Party Transactions. Noncontrolling interests representing interests in the operating partnership include preferred shares in our Mexico REIT and OP Units which are classified as permanent equity in accordance with GAAP, both of which are included in “Noncontrolling interests” in the Consolidated Balance Sheets.

The following table illustrates the noncontrolling interests’ share of consolidated net loss during the three and six months ended June 30, 2011 and 2010 (in thousands).

 

     For the Three Months
Ended June 30,
     For the Six Months
Ended June 30,
 
     2011     2010      2011     2010  

Noncontrolling interests’ share of loss from continuing operations

   $ 1,068      $ 1,317       $ 2,373      $ 2,251   

Noncontrolling interests’ share of (income) loss from discontinued operations

     (8     70         (4     132   
  

 

 

   

 

 

    

 

 

   

 

 

 

Net loss attributable to noncontrolling interests

   $ 1,060      $ 1,387       $ 2,369      $ 2,383   
  

 

 

   

 

 

    

 

 

   

 

 

 

OP Units

As of June 30, 2011 and December 31, 2010, we owned approximately 91% and 90%, respectively, of the outstanding equity interests in the operating partnership. Upon redemption by the unitholder, we have the option of redeeming the units of limited partnership interest in our operating partnership (“OP Units”) with cash or with shares of our common stock on a one-for-one basis, subject to adjustment.

 

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During the three months ended June 30, 2011, 0.3 million OP Units were redeemed for approximately $53,000 in cash and 0.3 million shares of common stock. During the six months ended June 30, 2011, 0.6 million OP Units were redeemed for approximately $53,000 in cash and 0.6 million shares of common stock. During the three months ended June 30, 2010, 0.6 million OP Units were redeemed for approximately $0.1 million in cash and 0.6 million shares of common stock. During the six months ended June 30, 2010, 1.6 million OP Units were redeemed for approximately $0.4 million in cash and 1.5 million shares of common stock.

As of June 30, 2011, there was a total of 24.4 million OP Units outstanding and redeemable, with a redemption value of approximately $128.0 million based on the closing price of our common stock on June 30, 2011. As of December 31, 2010, 25.0 million OP Units were outstanding and redeemable with a redemption value of approximately $132.9 million based on the closing price of our common stock on December 31, 2010.

LTIP Units

We may grant limited partnership interests in the operating partnership called LTIP Units. LTIP Units, which we grant either as free-standing awards or together with other awards under the Long-Term Incentive Plan, as amended, are valued by reference to the value of our common stock, and are subject to such conditions and restrictions as our compensation committee may determine, including continued employment or service, computation of financial metrics and achievement of pre-established performance goals and objectives. LTIP Units typically vest ratably over a period of four to five years depending on the grant. Vested LTIP Units can be converted to OP Units on a one-for-one basis.

During the three months ended June 30, 2011, approximately 62,000 LTIP units were granted to a senior executive, which vest over a five year period. The total fair value of the LTIPs was approximately $0.3 million at the date of grant which was determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation using a volatility factor of 68% and a risk-free interest rate of 1.84%. Additionally, during the six months ended June 30, 2011, approximately 0.4 million additional LTIP units were granted to certain senior executives, which vest 25% annually over four years. The total fair value of these LTIPs was approximately $2.0 million at the date of grant which was determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation using a volatility factor of 67% and a risk-free interest rate of 2.18%. As of June 30, 2011, approximately 2.0 million LTIP units were outstanding of which 0.5 million were vested.

During the six months ended June 30, 2010, approximately 0.6 million LTIP units were granted to certain senior executives, which vest over either a four or five year period with a total fair value of $3.0 million at the date of grant as determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation using volatility factors of 61% and 62% and risk-free interest rates of 2.39% and 2.55%. During each of the three months ended June 30, 2011 and 2010, 0.1 million vested LTIP Units were converted into 0.1 million OP units. As of December 31, 2010, approximately 1.6 million LTIP units were outstanding of which 0.3 million were vested.

Note 8 – Stockholders’ Equity

Common Stock

As of June 30, 2011, approximately 245.6 million shares of common stock were issued and outstanding.

On February 18, 2011, we issued 21.9 million shares of common stock in a public offering at a price of $5.35 per share for net proceeds of $111.9 million.

On March 23, 2010, we registered a “continuous equity” offering program. Pursuant to this offering, we may sell up to 20 million shares of common stock from time-to-time through March 23, 2013 in “at-the-market” offerings or certain other transactions. We intend to use the proceeds from any sale of shares for general corporate purposes, which may include funding acquisitions and repaying debt. During the three and six months ended June 30, 2011 we did not issue shares of common stock through this offering. During the three months and six months ended June 31, 2010, we issued approximately 1.1 million and 1.7 million shares of common stock through this offering, respectively.

 

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During the three and six months ended June 30, 2011, we issued approximately 0.3 million and 0.6 million shares of common stock, respectively, related to the redemption of OP Units (see additional information in Note 7 - Noncontrolling Interests above), and approximately 22,000 and 0.1 million shares of common stock, respectively, related to vested shares of restricted stock, phantom shares and stock option exercises. During the three and six months ended June 30, 2010, we issued approximately 0.6 million and 1.5 million shares of common stock, respectively, in connection with redemptions of OP Units, and approximately 22,000 and 0.1 million shares of common stock related to vested shares of restricted stock, phantom shares and stock option exercises, respectively.

The net proceeds from the sales of our securities were transferred to our operating partnership for a number of OP Units equal to the shares of common stock sold in our public offerings, including the offerings noted above.

Equity-Based Compensation

Restricted Stock

Holders of restricted stock have voting rights and rights to receive dividends. Restricted stock may not be sold, assigned, transferred, pledged or otherwise disposed of and is subject to a risk of forfeiture prior to the expiration of the applicable vesting period. The restricted stock fair value on the date of grant is amortized on a straight-line basis as stock-based compensation expense over the service period during which term the stock fully vests. Restricted stock typically vests ratably over a period of four or five years, depending on the grant. During the three and six months ended June 30, 2011, we granted approximately 5,000 shares and 0.2 million shares, respectively, of restricted stock to certain officers and employees at the weighted-average fair market value of $5.13 and $5.54 per share, respectively. During the three and six months ended June 30, 2010, we granted approximately 12,000 shares and 0.2 million shares, respectively, of restricted stock to certain officers and employees at the weighted-average fair market value of $5.25 and $4.66 per share, respectively.

Stock Options

During the three months ended June 30, 2011, we did not grant any options. During the six months ended June 30, 2011, we granted approximately 0.4 million stock options at the weighted-average exercise price of $5.55 per share, respectively, which generally vest 25% annually over four years. The fair value of the aforementioned grant adjusted for estimated forfeitures totaled approximately $0.7 million and is amortized over the service period. During the three and six months ended June 30, 2010, we granted approximately 9,000 and 0.5 million stock options, respectively, at the weighted-average exercise price of $5.25 and $4.58 per share, respectively, which generally vest 25% annually over four years. The fair value of the aforementioned grants adjusted for estimated forfeitures totaled approximately $12,000 and $0.7 million, respectively and is amortized over the service period.

Phantom Stock

During the three months ended June 30, 2011 and 2010, we granted approximately 48,000 and 46,000 shares of phantom stock, respectively, which vest after one year. The fair value of the aforementioned grants totaled approximately $0.3 million and $0.2 million, respectively and is amortized over the service period.

Note 9 – Related Party Transactions

8th and Vineyard Consolidated Joint Venture

In May 2010 we entered into the 8th and Vineyard joint venture with Iowa Investments, LLC, an entity owned by one of our executives, to purchase 19.3 acres of land held for development in Southern California. Pursuant to the joint venture agreement, we will first receive a return of all capital along with a preferred return. Thereafter, Iowa Investments, LLC will receive a return of all capital along with a promoted interest. The land parcel acquired by 8th and Vineyard was purchased from an entity in which the same executive had a minority ownership. The total acquisition price of $4.7 million was determined to be at fair value.

 

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Southern California Consolidated Ventures

We entered into four agreements, two in December 2010 and two in January 2011, whereby we acquired a weighted average ownership interest, based on square feet, of approximately 48.4% in five bulk industrial buildings located in the Southern California market. Entities controlled by one of our executives have a weighted average ownership in these properties of approximately 43.7%, based on square feet, and the remaining 7.9% ownership is held by a third party. Each venture partner will earn returns in accordance with their ownership interests. DCT has controlling rights including management of the operations of the properties and we have consolidated the properties in accordance with GAAP and accounted for the transactions as business combinations. The total acquisition price of $46.3 million was determined to be at fair value.

Note 10 – Earnings per Share

We use the two-class method of computing earnings per common share which is an earnings allocation formula that determines earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of common shares outstanding for the period.

A participating security is defined by GAAP as an unvested share-based payment award containing non-forfeitable rights to dividends and must be included in the computation of earnings per share pursuant to the two-class method. Nonvested restricted stock and LTIP units are considered participating securities as these share-based awards contain non-forfeitable rights to dividends irrespective of whether the awards ultimately vest or expire.

The following tables set forth the computation of basic and diluted earnings per common share for the three and six months ended June 30, 2011 and 2010 (in thousands, except per share amounts).

 

     For the Three Months
Ended June 30,
    For the Six Months
Ended June 30,
 
Earnings per share – Basic and Diluted    2011     2010     2011     2010  

Numerator

        

Loss from continuing operations attributable to common stockholders

   $ (8,546   $ (10,173   $ (17,044   $ (16,927

Less: Distributed and undistributed earnings allocated to participating securities

     (127     (125     (244     (239
  

 

 

   

 

 

   

 

 

   

 

 

 

Numerator for adjusted loss from continuing operations attributable to common stockholders

     (8,673     (10,298     (17,288     (17,166

Numerator for income (loss) from discontinued operations attributable to common stockholders

     71        (558     33        (1,028
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted net loss attributable to common stockholders

   $ (8,602   $ (10,856   $ (17,255   $ (18,194
  

 

 

   

 

 

   

 

 

   

 

 

 

Denominator

        

Weighted average common shares outstanding – basic and diluted

     245,413        210,841        239,261        209,602   
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings per Common Share – Basic and Diluted

        

Loss from continuing operations

   $ (0.04   $ (0.05   $ (0.07   $ (0.08

Income (loss) from discontinued operations

     0.00        0.00        0.00        (0.01
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to common stockholders

   $ (0.04   $ (0.05   $ (0.07   $ (0.09
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

Potentially Dilutive Shares

For the three and six months ended June 30, 2011, we have excluded from diluted earnings per share the weighted average common share equivalents related to approximately 6.0 million and 5.9 million stock options and phantom stock, respectively, because their effect would be anti-dilutive. For the three and six months ended June 30, 2010, we have excluded from diluted earnings per share the weighted average common share equivalents related to approximately 3.9 million and 3.8 million stock options and phantom stock, respectively, because their effect would be anti-dilutive.

Note 11 – Segment Information

The Company is regionally organized with managing directors overseeing each region. Our management measures operating performance and allocates resources by region rather than by individual operating property. We manage our operations based on four operating segments and have aggregated our operations into two reportable segments (East and West) in accordance with GAAP. Management considers rental revenues and property net operating income aggregated by segment to be the appropriate way to analyze performance. The following segment disclosures exclude the results from discontinued operations. Certain reclassifications have been made to prior year results to conform to the current year presentation, primarily related to the movement of certain markets from the East region to the West region.

The following table sets forth the rental revenues and property net operating income of our segments in continuing operations for the three and six months ended June 30, 2011 and 2010 (in thousands).

 

     For the Three Months
Ended June 30,
     For the Six Months Ended
June 30,
 
     2011      2010      2011      2010  

Rental Revenues:

           

East

   $ 23,633       $ 20,304       $ 46,586       $ 40,776   

West

     39,578         37,171         78,959         73,547   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 63,211       $ 57,475       $ 125,545       $ 114,323   
  

 

 

    

 

 

    

 

 

    

 

 

 

Property NOI(1):

           

East

   $ 17,255       $ 14,788       $ 33,747       $ 29,493   

West

     28,049         26,336         55,797         51,692   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 45,304       $ 41,124       $ 89,544       $ 81,185   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) 

Property net operating income (“property NOI”) is defined as rental revenues, including reimbursements, less rental expenses and real estate taxes, which excludes depreciation, amortization, impairment, general and administrative expenses and interest expense. We consider property NOI to be an appropriate supplemental performance measure because property NOI reflects the operating performance of our properties and excludes certain items that are not considered to be controllable in connection with the management of the property such as depreciation, amortization, impairment, general and administrative expenses, and interest expense. However, property NOI should not be viewed as an alternative measure of our financial performance since it excludes expenses which could materially impact our results of operations. Further, our property NOI may not be comparable to that of other real estate companies, as they may use different methodologies for calculating property NOI. Therefore, we believe net income (loss) attributable to common stockholders, as defined by GAAP, to be the most appropriate measure to evaluate our overall financial performance.

 

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The following table is a reconciliation of our segment rental revenues to our reported consolidated total revenues for the three and six months ended June 30, 2011 and 2010 (in thousands).

 

     Three Months Ended
June 30,
     Six Months Ended
June 30,
 
     2011      2010      2011      2010  

Total rental revenues from operating properties in continuing operations

   $ 63,211       $ 57,475       $ 125,545       $ 114,323   

Rental revenues from development and redevelopment properties

     53         891         53         1,825   
  

 

 

    

 

 

    

 

 

    

 

 

 

Rental revenues

     63,264         58,366         125,598         116,148   

Institutional capital management and other fees

     1,129         1,038         2,148         2,005   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total revenues

   $ 64,393       $ 59,404       $ 127,746       $ 118,153   
  

 

 

    

 

 

    

 

 

    

 

 

 

The following table is a reconciliation of our property NOI to our reported “Loss from continuing operations” for the three and six months ended June 30, 2011 and 2010 (in thousands).

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2011     2010     2011     2010  

Property NOI

   $ 45,304      $ 41,124      $ 89,544      $ 81,185   

NOI from development and redevelopment properties

     5        17        (35     19   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total property NOI

     45,309        41,141        89,509        81,204   

Institutional capital management and other fees

     1,129        1,038        2,148        2,005   

Real estate related depreciation and amortization

     (32,298     (28,948     (63,441     (57,228

Impairment losses

     —          (4,556     —          (4,556

Casualty gains

     1,244        —          1,244        —     

General and administrative

     (7,063     (6,362     (14,119     (12,394

Equity in loss of unconsolidated joint ventures, net

     (1,126     (349     (2,483     (907

Impairment losses on investments in unconsolidated joint ventures

     (1,934     —          (1,934     —     

Loss on business combinations

     —          —          —          (395

Interest expense

     (14,768     (13,225     (30,279     (25,988

Interest and other income (expense)

     14        353        99        (115

Income tax expense and other taxes

     (121     (582     (161     (820
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from continuing operations

   $ (9,614   $ (11,490   $ (19,417   $ (19,194
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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The following table reflects our total assets, net of accumulated depreciation and amortization, by segment, as of June 30, 2011 and December 31, 2010 (in thousands).

 

     June 30,
2011
     December 31,
2010
 

Segments:

     

East assets

   $ 963,571       $ 914,277   

West assets

     1,588,115         1,559,891   
  

 

 

    

 

 

 

Total segment net assets

     2,551,686         2,474,168   

Non-segment assets:

     

Development and redevelopment assets

     13,320         56,666   

Properties in pre-development, including land held

     24,041         23,668   

Non-segment cash and cash equivalents

     6,682         15,176   

Other non-segment assets (1)

     152,812         150,211   
  

 

 

    

 

 

 

Total assets

   $ 2,748,541       $ 2,719,889   
  

 

 

    

 

 

 

 

(1) 

Other non-segment assets primarily consists of corporate assets including investments in and advances to unconsolidated joint ventures, notes receivable, deferred loan costs, straight-line rent and other receivables and other assets.

Included in the West operating segment rental revenues for the three and six months ended June 30, 2011 was approximately $1.7 million and $3.4 million, respectively, attributable to the Mexico operations. Included in the West operating segment rental revenues for the three and six months ended June 30, 2010 was approximately $1.2 million and $2.4 million, respectively, attributable to the Mexico operations. Included in the West operating segment net assets as of June 30, 2011 and December 31, 2010 was approximately $76.7 million and $72.1 million, respectively, attributable to the Mexico operations.

Note 12 – Discontinued Operations and Assets Held for Sale

We report results of operations from real estate assets that meet the definition of a component of an entity and have been sold, or meet the criteria to be classified as held for sale, as discontinued operations. During the three and six months ended June 30, 2011, we had no property dispositions. During the year ended December 31, 2010, we sold eight operating properties to unrelated third parties. One of the properties sold was in the West operating segment and one was in the East operating segment, together totaling approximately 0.2 million square feet, and resulted in gains of approximately $2.1 million. Of the remaining six properties sold, five were in the East operating segment and one was in the West operating segment, together totaling 0.3 million square feet, which resulted in impairment charges of $3.5 million.

For the three and six months ended June 30, 2010, loss from discontinued operations includes the results of operations for properties prior to the date of sale. We included all results of these discontinued operations in a separate component of income in our Consolidated Statements of Operations under the heading “Income (loss) from discontinued operations.” This treatment resulted in certain reclassifications of financial statement amounts for the three and six months ended June 30, 2010. For further details of our policy on discontinued operations, impairment of assets held for sale and related fair value measurements, see Note 2 – Summary of Significant Accounting Policies.

 

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The following table summarizes the components of loss from discontinued operations for the three and six months ended June 30, 2011 and 2010 (in thousands).

 

000000000 000000000 000000000 000000000
     Three Months Ended
June  30,
    Six Months Ended
June  30,
 
     2011      2010     2011      2010  

Rental revenues

   $ —         $ 73      $ —         $ 282   

Rental expenses and real estate taxes

     —           (267     —           (620

Real estate related depreciation and amortization

     —           (234     —           (548
  

 

 

    

 

 

   

 

 

    

 

 

 

Operating loss

     —           (428     —           (886

Interest expense

     —           (23     —           (47

Interest and other income (expense)

     37         (12     37         (56
  

 

 

    

 

 

   

 

 

    

 

 

 

Gain (loss) before gain on dispositions of real estate interests and impairment losses

     37         (463     37         (989

Gain on dispositions of real estate interests

     —           22        —           16   

Impairment losses

     42         (187     —           (187
  

 

 

    

 

 

   

 

 

    

 

 

 

Gain (loss) from discontinued operations

   $ 79       $ (628   $ 37       $ (1,160
  

 

 

    

 

 

   

 

 

    

 

 

 

Note 13 – Subsequent Events

GAAP requires an entity to disclose events that occur after the balance sheet date but before financial statements are issued or are available to be issued (“subsequent events”) as well as the date through which an entity has evaluated subsequent events. There are two types of subsequent events. The first type consists of events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, (“recognized subsequent events”). The second type consists of events that provide evidence about conditions that did not exist at the date of the balance sheet but arose subsequent to that date (“nonrecognized subsequent events”). No significant recognized or nonrecognized subsequent events were noted other than those discussed in Note 6 – Outstanding Indebtedness.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

We make statements in this report that are considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which are usually identified by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “will,” and variations of such words or similar expressions. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of complying with those safe harbor provisions. These forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved. Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control including, without limitation:

 

   

national, international, regional and local economic conditions, including, in particular, the continuing impact of the economic downturn and the strength of the economic recovery;

 

   

the general level of interest rates and the availability of capital;

 

   

the competitive environment in which we operate;

 

   

real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for tenants in such markets;

 

   

decreased rental rates or increasing vacancy rates;

 

   

defaults on or non-renewal of leases by tenants;

 

   

acquisition and development risks, including failure of such acquisitions and development projects to perform in accordance with projections;

 

   

the timing of acquisitions and dispositions;

 

   

natural disasters such as fires, tornadoes, hurricanes and earthquakes;

 

   

energy costs;

 

   

the terms of governmental regulations that affect us and interpretations of those regulations, including the costs of compliance with those regulations, changes in real estate and zoning laws and increases in real property tax rates;

 

   

financing risks, including the risk that our cash flows from operations may be insufficient to meet required payments of principal, interest and other commitments;

 

   

lack of or insufficient amounts of insurance;

 

   

litigation, including costs associated with prosecuting or defending claims and any adverse outcomes;

 

   

the consequences of future terrorist attacks or civil unrest;

 

   

environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by us; and

 

   

other risks and uncertainties detailed in the section entitled “Risk Factors.”

In addition, our current and continuing qualification as a real estate investment trust, or REIT, involves the application of highly technical and complex provisions of the Internal Revenue Code of 1986, or the Code, and depends on our ability to meet the various requirements imposed by the Code through actual operating results, distribution levels and diversity of stock ownership.

We assume no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. The reader should carefully review our financial statements and the notes thereto, as well as the section entitled “Risk Factors” in this Report.

 

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Overview

DCT Industrial Trust Inc. is a leading industrial real estate company that owns, operates and develops high-quality bulk distribution and light industrial properties in high-volume distribution markets in the U.S. and Mexico.

We were formed as a Maryland corporation in April 2002 and have elected to be treated as a real estate investment trust (“REIT”) for United States (“U.S.”) federal income tax purposes. As used herein, “DCT Industrial Trust,” “DCT,” “the Company,” “we,” “our” and “us” refer to DCT Industrial Trust Inc. and its consolidated subsidiaries and partnerships except where the context otherwise requires. We are structured as an umbrella partnership REIT under which substantially all of our current and future business is, and will be, conducted through a majority owned and controlled subsidiary, DCT Industrial Operating Partnership LP (the “operating partnership”), a Delaware limited partnership, for which DCT Industrial Trust Inc. is the sole general partner. We own our properties through our operating partnership and its subsidiaries. As of June 30, 2011, we owned approximately 91% of the outstanding equity interests in our operating partnership.

As of June 30, 2011, the Company owned interests in, managed or had under development approximately 77.8 million square feet of properties leased to more than 860 customers, including:

 

   

58.9 million square feet comprising 406 consolidated properties owned in our operating portfolio which was 88.6% occupied;

 

   

14.6 million square feet comprising 45 unconsolidated and managed properties with an occupancy of 91.9% and one managed-only property on behalf of three institutional capital management joint venture partners;

 

   

3.9 million square feet comprising ten unconsolidated buildings with two of our unconsolidated joint venture partners; and

 

   

0.4 million square feet comprising two consolidated properties in redevelopment.

Our primary business objectives are to maximize long-term growth in earnings and Funds From Operations, or FFO, as defined on pages 34 and 35, and to maximize the value of our portfolio and the total return to our stockholders. In our pursuit of these long-term objectives, we seek to:

 

   

maximize cash flows from existing operations;

 

   

deploy capital into quality acquisitions and development opportunities which meet our asset, location and financial criteria; and

 

   

recycle capital by selling assets that no longer fit our investment criteria and reinvesting in higher return opportunities.

Outlook

We seek to maximize long-term earnings and value within the context of overall economic conditions, primarily through increasing rents and operating income at existing properties and acquiring and developing high-quality properties in major distribution markets.

Fundamentals for industrial real estate continue to improve in response to general improvement in the economy as well as the capital markets. According to national statistics, net absorption (the net change in total occupied space) of industrial real estate turned positive in the second quarter of 2010 and national occupancy rates have increased each quarter since then. We expect moderate economic growth to continue throughout the remainder of 2011, which should result in continued positive demand for warehouse space as companies expand their distribution and production platforms. Rental rates in all markets have bottomed and in a number of markets have begun to increase, although they do remain below peak levels. Consistent with recent experience and based on current market

 

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conditions, we expect average GAAP rental rates on new leases signed to continue to decrease compared to the rates on expiring leases. As positive net absorption of warehouse space continues and demand comes more into balance with supply, we expect rental rates to further increase. According to a national research company, average national rental rates are expected to increase moderately during the second half of 2011, though rental rate growth is expected to be more robust in 2012 and 2013 when national vacancy rates are expected to drop below 10% of available supply.

Further, we continue to expect limited new development of warehouse space until rental rates rise to a level to justify financial returns most developers would need to attain project financing or justify construction.

For DCT Industrial, we expect same store revenues and net operating income to decline during 2011 although at a slower pace than we experienced in 2010. The benefit of higher occupancy in 2011 is expected to be more than offset by the impact of continued negative releasing spreads as the rates on expiring leases were signed near the peak of market rents.

For capital deployment, we will continue to pursue acquisitions of well-located distribution facilities and land for development at attractive prices where we can apply our leasing experience and market knowledge to generate attractive returns. During the first six months of 2011, we acquired $73.5 million of real estate, including the noncontrolling interests’ share of $9.8 million. We will pursue the acquisition of land and consider construction of new buildings on a build-to-suit or for-lease basis in markets where we perceive demand and market rental rates will provide attractive financial returns.

Regarding our financing plans, as of June 30, 2011, we have $81.5 million of debt principal payments required during the remainder of 2011, comprised of maturities of fixed-rate secured and floating-rate borrowings and principal payments. We anticipate refinancing these maturities with a mixture of new fixed and floating-rate debt and extending our average maturity upon completion of the refinancings. On August 1, 2011, we issued $225.0 million of senior unsecured notes. The proceeds were partially used to pay down borrowings under our senior unsecured revolving credit facility, with the remainder expected to be used to pay down expiring mortgage notes and for general corporate use. Based on recent financing activity and higher market interest rates, our average interest rate is expected to increase and therefore our interest expense is expected to continue to increase throughout the remainder of 2011 as a result of these new borrowings as well as the impact of financing activity completed in 2010. We anticipate having sufficient cash flow to fund our operating expenses, including costs to maintain our properties and distributions, though we may finance investments, including acquisitions and developments, with the issuance of new shares, proceeds from asset sales or through additional borrowings. Please see “Liquidity and Capital Resources” for additional discussion.

Longer term, we believe that prospects remain promising. As the economy continues to grow and vacancy rates decline, rental rates will rise. In most markets, we expect rental rates to recover 20% to 30% from their low point of the recent recession over the coming three to five years. With limited new supply over the next several years, we expect that the operating environment will become increasingly favorable for landlords with meaningful improvement of rental and occupancy rates.

Inflation

Although the U.S. economy has recently been experiencing a slight increase of inflation rates, and a wide variety of industries and sectors are affected differently by changing commodity prices, inflation has not had a significant impact on us in our markets. Most of our leases require the tenants to pay their share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation. In addition, most of our leases expire within five years which enables us to replace existing leases with new leases at then-existing market rates.

 

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Significant Transactions During 2011

Summary of the six months ended June 30, 2011

 

   

Equity Offering

 

   

On February 18, 2011, we issued 21.9 million shares of common stock in a public offering at a price of $5.35 per share, for net proceeds of $111.9 million. We used approximately $95.0 million of the offering proceeds to repay amounts outstanding under our senior unsecured revolving credit facility and the remainder for general corporate purposes, including funding acquisitions.

 

   

Debt Activity

 

   

During the six months ended June 30, 2011, we retired $47.1 million of maturing mortgage notes which were repaid using proceeds from our senior unsecured revolving credit facility.

 

   

During the first quarter of 2011, we assumed one secured, non-recourse note with an outstanding balance of approximately $3.9 million in connection with a property acquisition. The assumed note bears interest at a rate of 4.96%, requires monthly payments of principal and interest and matures in August 2023.

 

   

In April 2011, we refinanced $50.0 million of maturing senior unsecured notes. The new fixed-rate notes bear interest of 5.43%, mature in April 2010 and require quarterly interest payments.

 

   

On June 3, 2011, we entered into a term loan agreement with a syndicate of 12 banks, pursuant to which we borrowed $175.0 million through a senior unsecured loan. The term loan is scheduled to mature on June 3, 2015 and may be prepaid in whole or in part at any time. The term loan agreement provides for a variable interest rate based on either the base rate under the agreement or LIBOR, at our election, plus a margin that is initially based on our leverage ratio. The margins on base rate loans initially may range from 0.80% to 1.65% per annum, and the margins on LIBOR-based loans may range from 1.80% to 2.65% per annum. We used the term loan, together with proceeds from a draw under our senior unsecured revolving credit facility, to repay our existing $200.0 million unsecured term loan that was scheduled to mature on June 6, 2011.

 

   

On June 3, 2011 we entered in an amendment to extend the maturity date of our $300.0 million senior unsecured revolving credit facility from August 19, 2013 until June 3, 2015. This amendment also increased the number of banks included on the facility from nine to twelve and reduced the interest rate payable to either 0.65% to 1.35% over prime or 1.65% to 2.35% over LIBOR, per annum at our election, depending upon the Company’s leverage ratio. The amendment also provides us the ability, from time to time, to extend the size of the facility by up to an additional $200.0 million, to a total of $500.0 million, subject to receipt of lender commitments and other conditions.

 

   

Acquisitions

 

   

During the six months ended June 30, 2011, we acquired seven buildings comprising 1,143,000 square feet and controlling ownership interests in three buildings totaling 364,000 square feet. We acquired these properties and ownership interests for a total purchase price of approximately $73.5 million, including the noncontrolling interests’ share of $9.8 million, using borrowings under our senior unsecured revolving credit facility and existing cash balances.

 

   

Summary of events subsequent to June 30, 2011

 

   

On August 1, 2011 we issued $225.0 million of new fixed rate, senior unsecured notes through a private placement. These senior unsecured notes have a weighted average maturity of 8.5 years and a weighted average interest rate of 4.93%. The notes have maturities of 5, 7, 8, 10, 11 or 12 years. Proceeds from these notes were used to pay down borrowings under our senior unsecured revolving credit facility with the remainder expected to be used to pay down expiring mortgage notes and for general corporate use.

 

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Customer Diversification

As of June 30, 2011, there were no customers that occupied more than 1.8% of our consolidated properties based on annualized base rent. The following table reflects our 10 largest customers, based on annualized base rent as of June 30, 2011, that occupy a combined 6.7 million square feet of our consolidated operating and development properties.

 

Customer

   Percentage of
Annualized Base
Rent
 

CEVA Logistics

     1.8

Deutsche Post World Net (DHL & Exel)

     1.7

Bridgestone/Firestone

     1.4

Technicolor

     1.4

United Parcel Service (UPS)

     1.3

YRC.

     1.2

The Glidden Company

     1.2

United Stationers Supply Company

     1.2

Crayola

     1.1

The Dial Corporation

     1.0

Although base rent is supported by long-term lease contracts, tenants who file bankruptcy have the legal right to reject any or all of their leases. In the event that a tenant with a significant number of leases in our properties files bankruptcy and cancels its leases, we could experience a reduction in our revenues and tenant receivables.

News reports have indicated that the parent company, YRC Worldwide, Inc., of one of our top ten tenants, YRC, has encountered financial difficulties and therefore has the potential to file for bankruptcy. YRC currently leases three truck terminals in the infill area of Los Angeles, at what we believe are below market rents. Additionally, Borders, Inc., who is a significant tenant in one of the properties owned by one of our unconsolidated joint ventures, has filed for bankruptcy and has announced that they will be closing all of their stores. Our pro-rata share of annual base rent from Borders, Inc. is approximately $0.5 million. Through June 30, 2011, both of these tenants have paid all rents due and have no material balances outstanding.

We continuously monitor the financial condition of our tenants. We communicate often with those tenants who have been late on payments or filed bankruptcy. We are not currently aware of the pending bankruptcy of any other tenants beyond those described above that would individually cause a material reduction in our revenues, and no tenant represents more than 5% of our annual base rent.

Results of Operations

Summary of the three and six months ended June 30, 2011 compared to the same periods ended June 30, 2010

DCT is a leading industrial real estate company that owns, operates and develops high-quality bulk distribution and light industrial properties in high-volume distribution markets in the U.S. and Mexico. As of June 30, 2011, the Company owned interests in, managed or had under development approximately 77.8 million square feet of properties leased to more than 860 customers, including 14.6 million square feet managed on behalf of three institutional capital management joint venture partners. Also as of June 30, 2011, we consolidated 406 operating properties and two redevelopment properties.

Comparison of the three months ended June 30, 2011 compared to the same period ended June 30, 2010

The following table illustrates the changes in rental revenues, rental expenses and real estate taxes, property net operating income, other revenue and other income (loss) and other expenses for the three months ended June 30, 2011 compared to the three months ended June 30, 2010. Our same store portfolio includes all operating properties that we owned for the entirety of both the current and prior year reporting periods for which the operations had been stabilized. Non-same store operating properties include properties not meeting the same store criteria and by definition exclude development and redevelopment properties. The same store portfolio for the periods presented totaled 367 operating properties and was comprised of 52.4 million square feet. A discussion of these changes follows in the table below (in thousands).

 

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     Three Months Ended
June 30,
       
     2011     2010     $ Change  

Rental Revenues

      

Same store, excluding revenues related to early lease terminations

   $ 56,167      $ 56,768      $ (601

Non-same store operating properties

     6,910        476        6,434   

Development and redevelopment

     53        839        (786

Revenues related to early lease terminations

     134        283        (149
  

 

 

   

 

 

   

 

 

 

Total rental revenues

     63,264        58,366        4,898   
  

 

 

   

 

 

   

 

 

 

Rental Expenses and Real Estate Taxes

      

Same store

     16,074        16,195        (121

Non-same store operating properties

     1,833        65        1,768   

Development and redevelopment

     48        965        (917
  

 

 

   

 

 

   

 

 

 

Total rental expenses and real estate taxes

     17,955        17,225        730   
  

 

 

   

 

 

   

 

 

 

Property Net Operating Income (1)

      

Same store, excluding revenues related to early lease terminations

     40,093        40,573        (480

Non-same store operating properties

     5,077        411        4,666   

Development and redevelopment

     5        (126     131   

Revenues related to early lease terminations

     134        283        (149
  

 

 

   

 

 

   

 

 

 

Total property net operating income

     45,309        41,141        4,168   
  

 

 

   

 

 

   

 

 

 

Other Revenue and Other Income (Loss)

      

Institutional capital management and other fees

     1,129        1,038        91   

Equity in loss of unconsolidated joint ventures, net

     (1,126     (349     (777

Interest and other income

     14        353        (339

Casualty gains

     1,244        —          1,244   
  

 

 

   

 

 

   

 

 

 

Total other revenue and other income

     1,261        1,042        219   
  

 

 

   

 

 

   

 

 

 

Other Expenses

      

Real estate related depreciation and amortization

     32,298        28,948        3,350   

Interest expense

     14,768        13,225        1,543   

General and administrative

     7,063        6,362        701   

Income tax expense and other taxes

     121        582        (461

Impairment losses

     1,934        4,556        (2,622
  

 

 

   

 

 

   

 

 

 

Total other expenses

     56,184        53,673        2,511   
  

 

 

   

 

 

   

 

 

 

Income (loss) from discontinued operations

     79        (628     707   

Net loss attributable to noncontrolling interests

     1,060        1,387        (327
  

 

 

   

 

 

   

 

 

 

Net loss attributable to common stockholders

   $ (8,475   $ (10,731   $ 2,256   
  

 

 

   

 

 

   

 

 

 

 

(1) 

Property net operating income, or property NOI, is defined as rental revenues, including reimbursements, less rental expenses and real estate taxes, which excludes depreciation, amortization, impairment, general and administrative expenses and interest expense. We consider property NOI to be an appropriate supplemental performance measure because property NOI reflects the operating performance of our properties and excludes certain items that are not considered to be controllable in connection with the management of the property such as depreciation, amortization, impairment, general and administrative expenses and interest expense. However, property NOI should not be viewed as an alternative measure of our financial performance since it excludes expenses which could materially impact our results of operations. Further, our property NOI may not be comparable to that of other real estate companies, as they may use different methodologies for calculating property NOI. Therefore, we believe net income attributable to DCT common stockholders, as defined by GAAP, to be the most appropriate measure to evaluate our overall financial performance. For a reconciliation of our property net operating income to our reported “Loss from continuing operations,” see “Notes to Consolidated Financial Statements, Note 11 - Segment Information.”

 

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Rental Revenues

Rental revenues, which are comprised of base rent, straight-line rent, tenant recovery income, early lease termination fees and other rental revenues, increased by $4.9 million, or 8.4%, for the three months ended June 30, 2011 compared to the same period in 2010, primarily due to the following changes:

 

   

$6.4 million increase in our non-same store rental revenues, primarily driven by the addition of 38 properties, which resulted from the acquisition of 22 properties and the completion of development and redevelopment of 16 properties which have been moved into operations since March 31, 2010; partially offset by

 

   

$0.6 million decrease in total revenue in our same store portfolio due primarily to the following:

 

   

$0.3 million decrease in base rent related to lower rental rates despite a 50 basis points increase in average occupancy in our same store portfolio;

 

   

$0.8 million decrease related to a settlement of a tenant in liquidation which was recorded in 2010; which were partially offset by

 

   

$0.2 million increase in revenues related to above market rent adjustments; and

 

   

$0.3 million increase in tenant recovery income; which is primarily related to the increase in average occupancy; and

 

   

$0.8 million decrease in rental revenues in our development and redevelopment portfolios as 16 properties were placed into operation within our non-same store portfolio since March 31, 2010.

The following table illustrates the various components of our rental revenues for the three months ended June 30, 2011 and 2010 (in thousands).

 

     For the Three Months
Ended June 30,
        
     2011      2010      $ Change  

Base rent

   $ 48,209       $ 44,770       $ 3,439   

Straight-line rent and amortization of above and below market rent intangibles

     2,219         1,431         788   

Tenant recovery income

     12,152         11,000         1,152   

Other

     550         882         (332

Revenues related to early lease terminations

     134         283         (149
  

 

 

    

 

 

    

 

 

 

Total rental revenues

   $ 63,264       $ 58,366       $ 4,898   
  

 

 

    

 

 

    

 

 

 

Rental Expenses and Real Estate Taxes

Rental expenses and real estate taxes increased by approximately $0.7 million, or 4.2%, for the three months ended June 30, 2011 compared to the same period in 2010, primarily due to:

 

   

$0.8 million increase in rental expenses and real estate taxes related to the properties acquired or placed into operation, partially offset by;

 

   

$0.1 million net decrease in rental expenses and real estate taxes in our same store portfolio, which was primarily driven by decreases in property taxes, partially offset by increases in maintenance, repairs and utilities.

Other Revenue and Other Income (Loss)

Total other revenue and other income increased by approximately $0.2 million, or 21.0%, for the three months ended June 30, 2011 as compared to the same period in 2010, primarily due to:

 

   

$1.2 million casualty gain resulting from storm damage on one of our properties (See Notes to the Consolidated Financial Statements, Note 3 – Investment in Properties); partially offset by

 

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$0.8 million increase in equity in losses primarily as a result of a decrease in capitalized interest in one of our development joint ventures; and

 

   

$0.3 million net reduction in interest and other income related to a lower notes receivable balance in 2011.

Other Expenses

Other expenses increased by approximately $2.5 million, or 4.7%, for the three months ended June 30, 2011 as compared to the same period in 2010, primarily a result of:

 

   

$3.4 million increase in depreciation expense resulting mainly from real estate acquisitions and capital additions;

 

   

$1.5 million increase in interest expense related primarily to higher average interest rates on debt due to refinancing at higher rates since 2010 as well as a reduction of capitalized interest; and

 

   

$0.7 million increase in general and administrative expenses, primarily related to an increase in acquisition costs of approximately $0.5 million for properties acquired during the second quarter of 2011 and an increase in personnel costs; which are partially offset by

 

   

$2.6 million decrease in impairments resulting from a $1.9 million impairment loss recorded on one of our investments in unconsolidated joint ventures in 2011 as compared to a $4.6 million held for use impairment recognized in 2010; and

 

   

$0.5 million decrease in income tax and other taxes primarily as a result of income tax benefit recognized in our taxable REIT subsidiary.

Income (Loss) from Discontinued Operations

We had income from discontinued operations of $79,000 for the three months ended June 30, 2011 as compared to a loss of $0.6 million in the same period in 2010. This change is a result of no dispositions during the three months ended June 30, 2011 and eight dispositions in 2010, which were included in discontinued operations for the three months ended June 30, 2010.

Noncontrolling Interests

Net loss attributable to noncontrolling interests decreased by approximately $0.3 million, or 23.6%, due to a decrease of consolidated net loss, period over period, and an increase of 2% in our ownership of the operating partnership, partially offset by additional noncontrolling interests in properties acquired (see “Notes to Consolidated Financial Statements, Note 3 – Investment in Properties”). We owned approximately 91% and 89% of our operating partnership as of June 30, 2011 and 2010, respectively. The change in ownership was primarily due to the equity offering in February 2011, our continuous equity offering (see “Notes to Consolidated Financial Statements, Note 8 – Stockholders’ Equity” for additional information) and redemption of OP Units (see “Notes to Consolidated Financial Statements, Note 7 - Noncontrolling Interests” for additional information).

Comparison of the six months ended June 30, 2011 compared to the same period ended June 30, 2010

The following table illustrates the changes in rental revenues, rental expenses and real estate taxes, property net operating income, other revenue and other income (loss) and other expenses for the six months ended June 30, 2011 compared to the six months ended June 30, 2010. Our same store portfolio includes all operating properties that we owned for the entirety of both the current and prior year reporting periods for which the operations had been stabilized. Non-same store operating properties include properties not meeting the same store criteria and by definition exclude development and redevelopment properties. The same store portfolio for the periods presented totaled 367 operating properties and was comprised of 52.4 million square feet. A discussion of these changes follows in the table below (in thousands).

 

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     Six Months Ended
June 30,
       
     2011     2010     $ Change  

Rental Revenues

      

Same store, excluding revenues related to early lease terminations

   $ 112,011      $ 113,582      $ (1,571

Non-same store operating properties

     13,346        684        12,662   

Development and redevelopment

     53        1,565        (1,512

Revenues related to early lease terminations

     188        317        (129
  

 

 

   

 

 

   

 

 

 

Total rental revenues

     125,598        116,148        9,450   
  

 

 

   

 

 

   

 

 

 

Rental Expenses and Real Estate Taxes

      

Same store

     32,169        32,982        (813

Non-same store operating properties

     3,832        156        3,676   

Development and redevelopment

     88        1,806        (1,718
  

 

 

   

 

 

   

 

 

 

Total rental expenses and real estate taxes

     36,089        34,944        1,145   
  

 

 

   

 

 

   

 

 

 

Property Net Operating Income (1)

      

Same store, excluding revenues related to early lease terminations

     79,842        80,600        (758

Non-same store operating properties

     9,514        528        8,986   

Development and redevelopment

     (35     (241     206   

Revenues related to early lease terminations

     188        317        (129
  

 

 

   

 

 

   

 

 

 

Total property net operating income

     89,509        81,204        8,305   
  

 

 

   

 

 

   

 

 

 

Other Revenue and Other Income (Loss)

      

Institutional capital management and other fees

     2,148        2,005        143   

Gain on dispositions of real estate interests

     —          16        (16

Equity in loss of unconsolidated joint ventures, net

     (2,483     (907     (1,576

Interest and other income (expense)

     99        (115     214   

Casualty gains

     1,244        —          1,244   
  

 

 

   

 

 

   

 

 

 

Total other revenue and other income

     1,008        999        9   
  

 

 

   

 

 

   

 

 

 

Other Expenses

      

Real estate related depreciation and amortization

     63,441        57,228        6,213   

Loss on business combinations

     —          395        (395

Interest expense

     30,279        25,988        4,291   

General and administrative

     14,119        12,394        1,725   

Income tax expense and other taxes

     161        820        (659

Impairment losses

     1,934        4,556        (2,622
  

 

 

   

 

 

   

 

 

 

Total other expenses

     109,934        101,381        8,553   
  

 

 

   

 

 

   

 

 

 

Income (loss) from discontinued operations

     37        (1,160     1,197   

Net loss attributable to noncontrolling interests

     2,369        2,383        (14
  

 

 

   

 

 

   

 

 

 

Net loss attributable to common stockholders

   $ (17,011   $ (17,955   $ 944   
  

 

 

   

 

 

   

 

 

 

 

(1) 

For a discussion of why we view property net operating income to be an appropriate supplemental performance measure see page 22, above. For a reconciliation of our property net operating income to our reported “Loss from continuing operations,” see “Notes to Consolidated Financial Statements, Note 11 - Segment Information.”

 

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Rental Revenues

Rental revenues, which are comprised of base rent, straight-line rent, tenant recovery income, early lease termination fees and other rental revenues, increased by $9.5 million, or 8.1%, for the six months ended June 30, 2011 compared to the same period in 2010, primarily due to the following changes:

 

   

$12.7 million increase in our non-same store rental revenues, primarily driven by the addition of 38 properties, resulting from the acquisition of 22 properties and the completion of development and redevelopment on 16 properties moved into operations since March 31, 2010; partially offset by

 

   

$1.6 million decrease in total revenue in our same store portfolio due primarily to the following:

 

   

$1.0 million decrease in base rent resulting from decreased rental rates despite an increase in average occupancy in our same store portfolio of 180 basis points;

 

   

$0.6 million decrease in recovery income, which is primarily related to a decrease in our recoverable expenses;

 

   

$0.8 million decrease related to a settlement of a tenant in liquidation which was recorded in 2010; partially offset by

 

   

$0.4 million increase in revenues related to above market rent adjustments; and

 

   

$0.6 million increase in straight line rent; and

 

   

$1.5 million decrease in rental revenues in our development and redevelopment portfolios as 16 properties have been placed into operation within our non-same store portfolio since March 31, 2010.

The following table illustrates the various components of our rental revenues for the six months ended June 30, 2011 and 2010 (in thousands).

 

     For the Six Months Ended
June 30,
        
     2011      2010      $ Change  

Base rent

   $ 95,035       $ 88,924       $ 6,111   

Straight-line rent and amortization of above and below market rent intangibles

     5,420         2,733         2,687   

Tenant recovery income

     23,871         22,703         1,168   

Other

     1,084         1,471         (387

Revenues related to early lease terminations

     188         317         (129
  

 

 

    

 

 

    

 

 

 

Total rental revenues

   $ 125,598       $ 116,148       $ 9,450   
  

 

 

    

 

 

    

 

 

 

Rental Expenses and Real Estate Taxes

Rental expenses and real estate taxes increased by approximately $1.1 million, or 3.3%, for the six months ended June 30, 2011 compared to the same period in 2010, primarily due to:

 

   

$1.9 million increase in rental expenses and real estate taxes related to the properties acquired and placed into operations, partially offset by;

 

   

$0.8 million net decrease in our rental expenses and real estate taxes in our same store portfolio, primarily driven by decreases in property taxes.

Other Revenue and Other Income (Loss)

Total other revenue and other income remained relatively unchanged for the six months ended June 30, 2011 as compared to the same period in 2010, however there were certain fluctuations related to:

 

   

$1.2 million casualty gain resulting from storm damage on one of our properties (See Notes to the Consolidated Financial Statements, Note 3 – Investment in Properties);

 

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$0.2 million increase in interest and other income primarily resulting from a reduction of $1.1 million of expense incurred to refinance debt during 2010, partially offset by a $0.4 million decrease in the net exchange rate gains from Mexico operations and a $0.5 million decrease in interest income as a result of a reduction in our notes receivable balance; offset by

 

   

$1.6 million increase in equity in losses of as a result of a decrease in capitalized interest and expenditures in one of our development joint ventures.

Other Expenses

Other expenses increased by approximately $8.6 million, or 8.4%, for the six months ended June 30, 2011 as compared to the same period in 2010, primarily a result of:

 

   

$6.2 million increase in depreciation expense resulting mainly from real estate acquisitions and capital additions over the periods being compared;

 

   

$4.3 million increase in interest expense related primarily to higher interest rates on debt which has been refinanced since the beginning of 2010; and

 

   

$1.7 million increase in general and administrative expenses, primarily related to an increase in acquisition costs of approximately $1.0 million for the increased number of properties acquired during 2011 and an increase in personnel costs; which are partially offset by

 

   

$2.6 million decrease in impairments resulting from a $1.9 million impairment loss recorded on one of our investments in unconsolidated joint ventures in 2011 as compared to a $4.6 million held for use impairment recognized in 2010; and

 

   

$1.1 million decrease in expenses related to a loss on business combination in 2010 and a decrease in income tax expense.

Income (Loss) from Discontinued Operations

We had income from discontinued operations of $37,000 during the six months ended June 30, 2011 compared to a loss of approximately $1.2 million in the same period in 2010 as a result of no dispositions during the six months ended June 30, 2011 and eight dispositions in 2010, whose losses are included in discontinued operations for the six months ended June 30, 2010.

Noncontrolling Interests

Net loss attributable to noncontrolling interests decreased by approximately $14,000 due to a decrease of consolidated net loss, period over period, and an increase of 2% in our ownership of the operating partnership, partially offset by the additional noncontrolling interests in properties acquired (see “Notes to Consolidated Financial Statements, Note 3 – Investment in Properties”). We owned approximately 91% and 89% of our operating partnership as of June 30, 2011 and 2010, respectively. The change in ownership was primarily due to the equity offering in February 2011, our continuous equity offering (see “Notes to Consolidated Financial Statements, Note 8 – Stockholders’ Equity” for additional information) and redemption of OP Units (see “Notes to Consolidated Financial Statements, Note 7 - Noncontrolling Interests” for additional information).

 

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Segment Summary for the three and six months ended June 30, 2011 compared to the same periods ended June 30, 2010

The following table summarizes financial information related to our consolidated operating properties in continuing operations by segment as of and for the three and six months ended June 30, 2011 compared to same periods in 2010 (dollar amounts in thousands). Certain reclassifications have been made to prior year results to conform to the current year presentation, primarily related to the movement of certain markets from the East region to the West region.

 

     East     West  
Operating properties in continuing operations:    2011     2010     Change     2011     2010     Change  

Number of buildings

     137        125        12        269        246        23   

Square feet (in thousands)

     22,949        20,639        2,310        35,990        32,158        3,832   

Occupancy at end of period

     89.6     84.7     4.9     87.9     88.0     (0.1 )% 

Segment assets

   $ 963,571      $ 868,780      $ 94,791      $ 1,588,115      $ 1,422,504      $ 165,611   

For the three months ended June 30:

            

Rental revenues

   $ 23,633      $ 20,304      $ 3,329      $ 39,578      $ 37,171      $ 2,407   

Property net operating income (1)

   $ 17,255      $ 14,788      $ 2,467      $ 28,049      $ 26,336      $ 1,713   

For the six months ended June 30:

            

Rental revenues

   $ 46,586      $ 40,776      $ 5,810      $ 78,959      $ 73,547      $ 5,412   

Property net operating income (1)

   $ 33,747      $ 29,493      $ 4,254      $ 55,797      $ 51,692      $ 4,105   

 

(1) 

For a discussion as to why we view property net operating income to be an appropriate supplemental performance measure, see page 22 above. For a reconciliation of our property net operating income to our reported “Loss from continuing operations,” see “Notes to Consolidated Financial Statements, Note 11 – Segment Information.”

East Segment

East Segment property NOI increased approximately $2.5 million, for the three months ended June 30, 2011 as compared to the same period in 2010 primarily as a result of:

 

   

$2.3 million increase in base rent and straight-line rent as a result of the acquisition of five operating properties and completion of development on 11 properties which were placed into operations in the East operating segment during the period from April 1, 2010 through June 30, 2011.

East Segment property NOI increased approximately $4.3 million, for the six months ended June 30, 2011 as compared to the same period in 2010 primarily as a result of:

 

   

$4.4 million increase in base rent and straight-line rent as a result of the acquisition of five operating properties and completion of development on 11 properties which were placed into operations in the East operating segment during the period from April 1, 2010 through June 30, 2011 partially offset by an increase in operating expenses, including landscaping and other maintenance costs.

West Segment

West Segment property NOI increased approximately $1.7 million for the three months ended June 30, 2011 as compared to the same period in 2010 primarily as a result of:

 

   

$2.6 million increase in base rent and straight-line rent as a result of the acquisition of 17 operating properties and completion of development on eight properties which were placed into operations in the West operating segment during the period from April 1, 2010 through June 30, 2011; partially offset by

 

   

$0.8 million decrease in revenues related to a settlement of a tenant in liquidation which was recorded in 2010.

 

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West Segment property NOI increased approximately $4.1 million for the six months ended June 30, 2011 as compared to the same period in 2010 primarily as a result of:

 

   

$5.7 million increase in base rent and straight-line rent as a result of the acquisition of 17 operating properties and completion of development on eight properties which were placed into operations in the West operating segment during the period from April 1, 2010 through June 30, 2011; partially offset by

 

   

$0.8 million decrease in revenues related to a settlement of a tenant in liquidation which was recorded in 2010;

 

   

$0.3 million decrease in late fee income; and

 

   

$0.2 million increase in recoverable operating expenses in excess of recoverable income and $0.3 million increase in bad debt expense.

The following table reflects our total assets, net of accumulated depreciation and amortization, by segment as of June 30, 2011 and 2010 (in thousands).

 

     June 30,  
     2011      2010  

Segments:

     

East assets

   $ 963,571       $ 868,780   

West assets

     1,588,115         1,422,504   
  

 

 

    

 

 

 

Total segment net assets

     2,551,686         2,291,284   

Non-segment assets:

     

Development and redevelopment assets

     13,320         158,311   

Properties in pre-development including land held

     24,041         28,184   

Non-segment cash and cash equivalents

     6,682         20,335   

Other non-segment assets (1)

     152,812         132,683   
  

 

 

    

 

 

 

Total assets

   $ 2,748,541       $ 2,630,797   
  

 

 

    

 

 

 

 

(1) 

Other non-segment assets primarily consists of corporate assets including investments in and advances to unconsolidated joint ventures, notes receivable, deferred loan costs, straight-line rent and other receivables and other assets.

Liquidity and Capital Resources

Overview

We currently expect that our principal sources of working capital and funding for potential capital requirements for expansions and renovation of properties, developments, acquisitions, distributions to investors and debt service will include:

 

   

Cash flows from operations;

 

   

Proceeds from capital recycling and dispositions;

 

   

Borrowings under our senior unsecured revolving credit facility;

 

   

Other forms of secured or unsecured financings;

 

   

Offerings of common stock or other securities;

 

   

Current cash balances; and

 

   

Distributions from our institutional capital management and other joint ventures.

 

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Our sources of capital will be used to meet our liquidity requirements and capital commitments, including operating activities, debt service obligations, equity holder distributions, capital expenditures at our properties, development funding requirements and future acquisitions. We expect to utilize the same sources of capital to meet our short-term and long-term liquidity requirements, and expect that these sources will be sufficient to meet our short-term liquidity needs.

Cash Flows

“Cash and cash equivalents” were $8.1 million and $17.3 million as of June 30, 2011 and December 31, 2010, respectively. Net cash provided by operating activities increased by $5.5 million to $49.4 million during the six months ended June 30, 2011 compared to $43.9 million during the same period in 2010. This change was primarily due to a decrease in cash paid for accrued expenses and other liabilities during the periods.

Net cash used in investing activities increased $71.7 million to $98.4 million during the six months ended June 30, 2011 compared to $26.7 million during the same period in 2010. This change was primarily due to the acquisition of ten properties which resulted in an increase in cash outflows of $56.9 million, a $7.0 million increase in capital expenditures and a $4.3 million increase in contributions to our unconsolidated joint ventures, as well as changes in various other investing activities.

Net cash provided by financing activities was $39.8 million during the six months ended June 30, 2011 compared to net cash used of $16.1 million during the same period in 2010. This change was primarily due to net proceeds of $111.9 million from the equity offering completed in February of 2011, partially offset by an increase in the total net payments on our debt of $41.4 million and additional distributions to stockholders.

Common Stock

As of June 30, 2011, approximately 245.6 million shares of common stock were issued and outstanding.

On February 18, 2011, we issued 21.9 million shares of common stock in a public offering at a price of $5.35 per share for net proceeds of $111.9 million.

On March 23, 2010, we registered a “continuous equity” offering program. Pursuant to this offering, we may sell up to 20 million shares of common stock from time-to-time through March 23, 2013 in “at-the-market” offerings or certain other transactions. We intend to use the proceeds from any sale of shares for general corporate purposes, which may include funding acquisitions and repaying debt. During the three and six months ended June 30, 2011 we did not issue shares of common stock through this offering. During the three months and six months ended June 31, 2010, we issued approximately 1.1 million and 1.7 million shares of common stock through this offering, respectively. As of June 30, 2011, 7.4 million shares remain available to be issued under the program.

The net proceeds from the sales of our securities were transferred to our operating partnership for a number of OP Units equal to the shares of common stock sold in our public offerings, including the offerings noted above.

Distributions

During the three and six months ended June 30, 2011, our board of directors declared distributions to stockholders totaling approximately $19.0 million and $38.3 million, respectively, including distributions to OP unitholders. During the same periods in 2010, our board of directors declared distributions to stockholders of approximately $16.8 million and $33.4 million, respectively, including distributions to OP unitholders. Existing cash balances, cash provided from operations and borrowings under our senior unsecured revolving credit facility were used for distributions paid during 2011 and 2010.

The payment of quarterly distributions is determined by our board of directors and may be adjusted at its discretion at any time. During August 2011, our board of directors declared quarterly cash dividends of $0.07 per share and unit, payable on October 18, 2011 to stockholders and OP unitholders of record as of October 6, 2011.

Outstanding Indebtedness

As of June 30, 2011, our outstanding indebtedness of $1.2 billion consisted of outstanding amounts on our senior unsecured line of credit, mortgage notes and senior unsecured notes, excluding approximately $62.2 million representing our proportionate share of non-recourse debt associated with unconsolidated joint ventures. As of

 

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December 31, 2010, our outstanding indebtedness consisted of mortgage notes, senior unsecured notes and a balance on our senior unsecured line of credit and totaled approximately $1.2 billion, excluding $62.3 million representing our proportionate share of non-recourse debt associated with unconsolidated joint ventures.

As of June 30, 2011, the gross book value of our consolidated properties was approximately $3.1 billion and the gross book value of all properties securing our mortgage notes was approximately $0.9 billion. As of December 31, 2010, the gross book value of our consolidated properties was approximately $3.0 billion and the gross book value of all properties securing our mortgage notes was approximately $1.0 billion. Our debt has various covenants with which we were in compliance as of June 30, 2011 and December 31, 2010.

Our debt instruments require monthly or quarterly payments of interest and many require, or will ultimately require, monthly or quarterly repayments of principal. Currently, cash flows from operations are sufficient to satisfy these monthly and quarterly debt service requirements, excluding principal maturities, and we anticipate that cash flows from operations will continue to be sufficient to satisfy our monthly and quarterly debt service, excluding principal maturities. During the three and six months ended June 30, 2011 our debt service, including principal payments and refinancing activities and interest payments, totaled $50.1 million and $107.0 million, respectively. During the three and six months ended June 30, 2010 our debt service, including principal payments and refinancing activities and interest payments, totaled $115.2 million and $344.8 million, respectively.

Debt Retirement and Refinancing

During the six months ended June 30, 2011, we retired $47.1 million of maturing mortgage notes which were repaid using proceeds from our senior unsecured revolving credit facility.

In April 2011, we refinanced $50.0 million of maturing senior unsecured notes. The new fixed-rate notes bear interest of 5.43%, mature in April 2010 and require quarterly interest payments.

Debt Issuances

On June 3, 2011, we entered into a term loan agreement with a syndicate of 12 banks, pursuant to which we borrowed $175.0 million through a senior unsecured loan. The term loan is scheduled to mature on June 3, 2015 and may be prepaid in whole or in part at any time. The term loan agreement provides for a variable interest rate based on either the base rate under the agreement or LIBOR, at our election, plus a margin that is initially based on our leverage ratio. The margins on base rate loans initially may range from 0.80% to 1.65% per annum, and the margins on LIBOR-based loans may range from 1.80% to 2.65% per annum. This loan agreement has various covenants with which we are in compliance as of June 30, 2011. We used the term loan, together with proceeds from a draw under our senior unsecured revolving credit facility, to repay our unsecured term loan that was scheduled to mature on June 6, 2011.

On August 1, 2011 we issued $225.0 million of new fixed rate, senior unsecured notes through a private placement. These senior unsecured notes have a weighted average maturity of 8.5 years and have a weighted average interest rate of 4.93%. The notes have maturities of 5, 7, 8, 10, 11 or 12 years. Proceeds from these notes were used to pay down borrowings under our senior unsecured revolving credit facility of $133.0 million with the remainder expected to be used to pay down expiring mortgage notes and for general corporate purposes.

Line of Credit

On June 3, 2011 we entered in an amendment to extend the maturity date of our $300.0 million senior unsecured revolving credit facility from August 19, 2013 until June 3, 2015. This amendment also increased the number of banks included on the facility from nine to twelve and reduced the interest rate payable to either 0.65% to 1.35% over prime or 1.65% to 2.35% over LIBOR, per annum at our election, depending upon the Company’s leverage ratio. The amendment also provides us the ability, from time to time, to extend the size of the facility by up to an additional $200.0 million, to a total of $500.0 million, subject to receipt of lender commitments and other conditions. We incurred a total of approximately $2.1 million in fees paid to the creditor and third-party costs which have been deferred and will be amortized over the life of the new credit facility. We had drawn $96.0 million and $51.0 million on our senior unsecured revolving credit facility as of June 30, 2011 and December 31, 2010, respectively.

 

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Debt assumptions

During first quarter of 2011, we assumed one secured, non-recourse note with an outstanding balance of approximately $3.9 million in connection with a property acquisition. The assumed note bears interest at a rate of 4.96% and requires monthly payments of principal and interest. The maturity date of the assumed note is August 2023.

Interest rate swap

As of June 30, 2011, we had one forward-starting swap in place to hedge the variability of cash flows associated with forecasted issuances of debt. This derivative has a notional value of $90.0 million, a LIBOR based swap strike rate of 5.43%, an effective date of June 2012 and a maturity date of September 2012. The associated counterparty is PNC Bank, NA.

Debt Maturities

The following table sets forth the scheduled maturities of our debt, excluding unamortized premiums, as of June 30, 2011 (in thousands).

 

Year

   Senior
Unsecured

Notes
     Mortgage
Notes
     Senior
Unsecured
Revolving
Credit  Facility
     Total  

2011

   $ —         $ 81,452       $ —         $ 81,452   

2012

     —           57,782         —           57,782   

2013

     175,000         43,742         —           218,742   

2014

     50,000         6,206         —           56,206   

2015

     215,000         47,822         96,000         358,822   

Thereafter

     270,000         136,879         —           406,879   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 710,000       $ 373,883       $ 96,000       $ 1,179,883   
  

 

 

    

 

 

    

 

 

    

 

 

 

Financing Strategy

We do not have a formal policy limiting the amount of debt we incur, although we currently intend to operate so that our financial metrics are generally consistent with investment grade peers in the real estate industry. We continually consider our secured and unsecured leverage and among other relevant metrics, our fixed charge coverage. Our charter and our bylaws do not limit the indebtedness that we may incur. We are, however, subject to certain covenants which may limit our outstanding indebtedness.

Contractual Obligations

The following table reflects our contractual obligations as of June 30, 2011; specifically our obligations under long-term debt agreements, operating and ground lease agreements and purchase obligations (in thousands).

 

     Payments due by Period  

Contractual Obligations (1)

   Total      Less than 1
Year
     1-3 Years      4-5 Years      More Than 5
Years
 

Scheduled long-term debt maturities, including interest(2)

   $ 1,459,167       $ 142,153       $ 514,561       $ 375,499       $ 426,954   

Operating lease commitments

     1,606         578         598         424         6   

Ground lease commitments(3)

     14,010         474         949         1,068         11,519   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 1,474,783       $ 143,205       $ 516,108       $ 376,991       $ 438,479   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) 

From time-to-time in the normal course of our business, we enter into various contracts with third parties that may obligate us to make payments, such as maintenance agreements at our properties. Such contracts, in the aggregate, do not represent material obligations, are typically short-term and cancellable within 90 days and are not included in the table above. Excluded from the total are our estimated construction costs to complete development projects of approximately $30.0 million, none of which is legally committed, and $14.9 million is expected to be funded with existing construction loans.

 

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(2) 

Variable interest rate payments are estimated based on the LIBOR rate at June 30, 2011.

(3) 

Three of our buildings comprised of 0.7 million square feet reside on 38 acres of land which is leased from an airport authority.

Off-Balance Sheet Arrangements

As of June 30, 2011 and December 31, 2010, respectively, we had no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors, other than items discussed herein.

As of June 30, 2011, our proportionate share of the total construction loans of our unconsolidated development joint ventures, including undrawn amounts, was $23.4 million; $12.7 million is scheduled to mature by the end of 2012 and $10.7 million is scheduled to mature by the end of 2013. Our proportionate share of the total construction loans, including undrawn amounts, of our unconsolidated development joint ventures includes 50% of the construction loans associated with the SCLA joint venture which are non-recourse to the venture partners.

Indebtedness and Other Off-Balance Sheet Arrangements

There are no lines of credit or side agreements related to, or between, our unconsolidated joint ventures and us, and there are no other derivative financial instruments between our unconsolidated joint ventures and us. In addition, we believe we have no material exposure to financial guarantees, except as discussed above.

We may elect to fund additional capital to a joint venture through equity contributions (generally on a basis proportionate to our ownership interests), advances or partner loans, although such fundings are not required contractually or otherwise. As of June 30, 2011, our proportionate share of non-recourse debt associated with unconsolidated joint ventures is $62.2 million. The maturities of our proportionate share of the non-recourse debt are summarized in the table below (in thousands):

 

Year

   DCT’s Proportionate Share of
Secured Non-Recourse Debt  in
Unconsolidated Joint Ventures
 

2011

   $ —     

2012

     12,760   

2013

     17,223   

2014

     4,513   

2015

     3,142   

Thereafter

     24,572   
  

 

 

 

Total

   $ 62,210   
  

 

 

 

Funds From Operations

We believe that net income, as defined by GAAP, is the most appropriate earnings measure. However, we consider FFO as defined by the National Association of Real Estate Investment Trusts, or NAREIT, to be a useful supplemental, non-GAAP measure of our operating performance. NAREIT developed FFO as a relative measure of performance of an equity REIT in order to recognize that the value of income-producing real estate historically has not depreciated on the basis determined under GAAP. FFO is generally defined as net income attributable to common stockholders, calculated in accordance with GAAP, plus real estate-related depreciation and amortization, less gain (or loss) from dispositions of operating real estate held for investment purposes and adjustments to derive our pro rata share of FFO of unconsolidated joint ventures. We exclude gains and losses on business combinations and include the gains or losses from dispositions of properties which were acquired or developed with the intention to sell or contribute to an investment fund in our definition of FFO. Although the NAREIT definition of FFO predates the GAAP guidance for accounting for gains and losses on business combinations, we believe that excluding such gains and losses is consistent with the key objective of FFO as a performance measure. Readers should note that FFO

 

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captures neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our results from operations. NAREIT’s definition of FFO is subject to interpretation and modifications to the NAREIT definition of FFO are common. Accordingly, our FFO may not be comparable to other REITs’ FFO and FFO should be considered only as a supplement to net income as a measure of our performance.

The following table presents the calculation of our FFO reconciled from “Net loss attributable to common stockholders” for the periods indicated below on a historical basis (unaudited, amounts in thousands, except per share and unit data).

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2011     2010     2011     2010  

Net loss attributable to common stockholders

   $ (8,475   $ (10,731   $ (17,011   $ (17,955

Adjustments:

        

Real estate related depreciation and amortization

     32,298        29,182        63,441        57,776   

Equity in loss of unconsolidated joint ventures, net

     1,126        349        2,483        907   

Equity in FFO of unconsolidated joint ventures

     719        1,223        1,036        2,676   

Loss on business combinations

     —          —          —          395   

Gain on dispositions of real estate interests

     —          (22     —          (33

Gain (loss) on dispositions of non-depreciated real estate

     —          (4     —          7   

Noncontrolling interest in the operating partnership’s share of the above adjustments

     (3,573     (3,428     (7,197     (7,034

FFO attributable to unitholders

     2,262        2,060        4,523        4,707   
  

 

 

   

 

 

   

 

 

   

 

 

 

FFO attributable to common stockholders and unitholders – basic and diluted

   $ 24,357      $ 18,629      $ 47,275      $ 41,446   
  

 

 

   

 

 

   

 

 

   

 

 

 

FFO per common share and unit — basic and diluted

   $ 0.09      $ 0.08      $ 0.18      $ 0.17   

FFO weighted average common shares and units outstanding:

        

Common shares for earnings per share - basic:

     245,413        210,841        239,261        209,602   

Participating securities

     1,838        1,877        1,728        1,615   

Units

     25,100        26,367        25,310        26,855   
  

 

 

   

 

 

   

 

 

   

 

 

 

FFO weighted average common shares, participating securities and units outstanding – basic:

     272,351        239,085        266,299        238,072   

Dilutive common stock equivalents

     505        441        507        434   
  

 

 

   

 

 

   

 

 

   

 

 

 

FFO weighted average common shares, participating securities and units outstanding – diluted:

     272,856        239,526        266,806        238,506   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the exposure to losses resulting from changes in market prices such as interest rates, foreign currency exchange rates and rental rates. Our future earnings and cash flows are dependent upon prevailing market rates. Accordingly, we manage our market risk by matching projected cash inflows from operating, investing and financing activities with projected cash outflows for debt service, acquisitions, capital expenditures, distributions to stockholders and OP unitholders, and other cash requirements. The majority of our outstanding debt has fixed interest rates, which minimizes the risk of fluctuating interest rates.

 

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Interest Rate Risk

Our exposure to market risk includes interest rate fluctuations in connection with our senior unsecured revolving credit facility and other variable rate borrowings and forecasted fixed rate debt issuances, including refinancing of existing fixed rate debt. Interest rate risk may result from many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors that are beyond our control. To manage interest rate risk for variable rate debt and issuances of fixed rate debt, we primarily use treasury locks and forward-starting swaps as part of our cash flow hedging strategy. These derivatives are designed to mitigate the risk of future interest rate increases by providing a fixed interest rate for a limited, pre-determined period of time. During the three and six months ended June 30, 2011 and 2010, such derivatives were in place to hedge some of the variable cash flows associated with forecasted issuances of debt that are expected to occur during the period from 2010 through 2012, and to mitigate fluctuations in certain variable rate borrowings. We do not use derivatives for trading or speculative purposes and only enter into contracts with major financial institutions based on their credit rating and other factors. As of June 30, 2011, we had one forward-starting swap in place to hedge the variability of cash flows associated with forecasted issuances of debt. This derivative has a notional value of $90.0 million, a LIBOR based swap strike rate of 5.43%, an effective date of June 2012 and a maturity date of September 2012. The associated counterparty is PNC Bank, NA.

As of June 30, 2011 and December 31, 2010, our derivatives had a fair value that resulted in a liability of $13.2 million and $10.1 million, respectively, and was included in “Other liabilities” in our Consolidated Balance Sheets.

The net liabilities associated with these derivatives would increase approximately $0.9 million if the market interest rate of the referenced swap index were to decrease 10 basis points based upon the prevailing market rate as of June 30, 2011.

Similarly, our variable rate debt is subject to risk based upon prevailing market interest rates. As of June 30, 2011, we had approximately $296.2 million of variable rate debt outstanding indexed to LIBOR rates. If there was a 10% change in prevailing market interest rates relevant to our remaining variable rate debt, interest expense during the six months ended June 30, 2011 would have increased by approximately $0.3 million. Additionally, if weighted average interest rates on our fixed rate debt were to have changed by 100 basis points due to refinancing, interest expense would have changed by approximately $4.5 million during the six months ended June 30, 2011.

As of June 30, 2011, the estimated fair value of our debt was approximately $1.3 billion based on our estimate of the then-current market interest rates.

 

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures; as such term is defined under Rule 13a-15(e) under the Exchange Act, as of June 30, 2011, the end of the period covered by this report. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that our disclosure controls and procedures will detect or uncover every situation involving the failure of persons within DCT Industrial Trust Inc. or its affiliates to disclose material information otherwise required to be set forth in our periodic reports. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2011 in providing reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Changes in Internal Control over Financial Reporting

None.

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

None.

 

43


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ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors set forth in Item 1A. to Part I of our Form 10-K, as filed on February 25, 2011, except to the extent factual information disclosed elsewhere in this Form 10-Q relates to such risk factors.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

 

ITEM 4. REMOVED AND RESERVED

 

ITEM 5. OTHER INFORMATION

None.

 

ITEM 6. EXHIBITS

 

a. Exhibits

 

*10.1    First Amendment to Credit Agreement, dated as of June 3, 2011 among DCT Industrial Operating Partnership LP, the lenders identified therein and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Form 8-K filed on June 3, 2011)
+10.2    Change of Control Agreement, dated as of October 9, 2009, between DCT Industrial Trust Inc. and Teresa Corral
+10.3    Change of Control Agreement, dated as of May 9, 2011, between DCT Industrial Trust Inc. and John G. Spiegleman
+10.4    Letter Agreement, dated as of May 9, 2011, between DCT Industrial Trust Inc. and John G. Spiegleman
+10.5    Change of Control Agreement, dated as of June 20, 2011, between DCT Industrial Trust Inc. and Charla Rios
+10.6    Letter Agreement, dated as of June 20, 2011, between DCT Industrial Trust Inc. and Charla Rios
+31.1    Rule 13a-14(a) Certification of Principal Executive Officer
+31.2    Rule 13a-14(a) Certification of Principal Financial Officer
+32.1    Section 1350 Certification of Principal Executive Officer
+32.2    Section 1350 Certification of Principal Financial Officer
101    The following materials from DCT Industrial Trust Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Stockholder’s Equity, Comprehensive Income (Loss) and Noncontrolling Interests, (iv) the Consolidated Statements of Cash Flows, and (v) related notes to these financial statements.

 

+ Filed herewith.
* Filed previously.

 

44


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

        DCT INDUSTRIAL TRUST INC.  
  Date: August 5, 2011      

/s/ Philip L. Hawkins

 
        Philip L. Hawkins  
        President and Chief Executive Officer  
  Date: August 5, 2011      

/s/ Stuart B. Brown

 
        Stuart B. Brown  
        Chief Financial Officer  
  Date: August 5, 2011      

/s/ Mark Skomal

 
        Mark Skomal  
        Chief Accounting Officer  

 

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Table of Contents

EXHIBIT INDEX

 

a. Exhibits

 

*10.1    First Amendment to Credit Agreement, dated as of June 3, 2011 among DCT Industrial Operating Partnership LP, the lenders identified therein and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Form 8-K filed on June 3, 2011)
+10.2    Change of Control Agreement, dated as of October 9, 2009, between DCT Industrial Trust Inc. and Teresa Corral
+10.3    Change of Control Agreement, dated as of May 9, 2011, between DCT Industrial Trust Inc. and John G. Spiegleman
+10.4    Letter Agreement, dated as of May 9, 2011, between DCT Industrial Trust Inc. and John G. Spiegleman
+10.5    Change of Control Agreement, dated as of June 20, 2011, between DCT Industrial Trust Inc. and Charla Rios
+10.6    Letter Agreement, dated as of June 20, 2011, between DCT Industrial Trust Inc. and Charla Rios
+31.1    Rule 13a-14(a) Certification of Principal Executive Officer
+31.2    Rule 13a-14(a) Certification of Principal Financial Officer
+32.1    Section 1350 Certification of Principal Executive Officer
+32.2    Section 1350 Certification of Principal Financial Officer
101    The following materials from DCT Industrial Trust Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Stockholder’s Equity, Comprehensive Income (Loss) and Noncontrolling Interests, (iv) the Consolidated Statements of Cash Flows, and (v) related notes to these financial statements.

 

+ Filed herewith.
* Filed previously.

 

46

(Back To Top)

Section 2: EX-10.2 (CHANGE OF CONTROL AGREEMENT, DATED AS OF OCTOBER 9, 2009)

Change of Control Agreement, dated as of October 9, 2009

Exhibit 10.2

CHANGE IN CONTROL AGREEMENT

CHANGE IN CONTROL AGREEMENT (“Agreement”) dated as of October 9, 2009, by and between DCT Industrial Trust Inc. with its principal place of business at 518 Seventeenth Street, Suite 800, Denver, Colorado 80202 (the “Company”), and Teresa L. Corral, residing at the address set forth on the signature page hereof (the “Executive”).

WHEREAS, the Board of Directors of the Company (the “Board”) recognizes that, as is the case with many publicly held corporations, the possibility of a Change in Control (as defined in Section 1 hereof) exists and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders; and

WHEREAS, the Board has determined that the Company should enter into this Agreement with the Executive to reinforce and encourage the continued attention and dedication of the Executive to the Executive’s assigned duties without distraction in the face of the possibility of a Change in Control;

Accordingly, the parties hereto agree as follows:

1. Definitions. For purposes of this Agreement, the following terms shall have the meanings specified below:

(a) “Cause” shall mean the Executive’s:

(i) conviction of a felony (other than a traffic violation), a crime of moral turpitude, or any financial crime involving the Company; a willful act of dishonesty, breach of trust or unethical business conduct in connection with the business of the Company that has a material detrimental impact on the Company;

(ii) the commission of fraud, misappropriation or embezzlement against the Company; any act or omission in the performance of his duties hereunder that constitutes willful misconduct, willful neglect or gross neglect, in any such case if such action or omission is either material or repeated;

(iii) repeated failure to use reasonable efforts in all material respects to adhere to the directions of the Board or the Chief Executive Officer, or the Company’s policies and practices, after his being informed that he is not so adhering; and

(iv) willful failure to substantially perform his duties properly assigned to him (other than any such failure resulting from his Disability); provided that the Company shall not be permitted to terminate the Executive for Cause except on written notice given to the Executive at any time following the occurrence of any of the events described in clause (i) or (ii) above and on written notice given to the Executive at any time not more than 30 days following the occurrence of any of the events described in clause (iii) or (iv) above (or, if later, the Company’s knowledge thereof).


(b) “Change in Control” shall mean the happening of any of the following:

(i) any “person,” including a “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities and Exchange Act of 1934 (the “Exchange Act”), but excluding the Company, any entity controlling, controlled by or under common control with the Company, any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any such entity, and the Executive and any “group” (as such term is used in Section 13(d)(3) of the Exchange Act) of which the Executive is a member), is or becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of either (A) the combined voting power of the Company’s then outstanding securities or (B) the then outstanding shares of common stock of the Company (in either such case other than as a result of an acquisition of securities directly from the Company); or

(ii) any consolidation or merger of the Company resulting in the voting securities of the Company outstanding immediately prior to the consolidation or merger representing (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) less than 50% of the combined voting power of the securities of the surviving entity or its parent outstanding immediately after such consolidation or merger; or

(iii) there shall occur (A) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by “persons” (as defined above) in substantially the same proportion as their ownership of the Company immediately prior to such sale or (B) the approval by shareholders of the Company of any plan or proposal for the liquidation or dissolution of the Company; or

(iv) the members of the Board at the beginning of any consecutive 24-calendar-month period (the “Incumbent Directors”) cease for any reason other than due to death to constitute at least a majority of the members of the Board; provided that any director whose election, or nomination for election by the Company’s shareholders, was approved or ratified by a vote of at least a majority of the Incumbent Directors shall be deemed to be an Incumbent Director.

(c) “Disability” shall mean the circumstance whereby the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive.

 

2


(d) “Good Reason” shall mean, unless otherwise consented to in writing by the Executive:

(i) the material reduction of the Executive’s authority, duties and responsibilities, or the assignment to the Executive of duties materially inconsistent with the Executive’s position or positions with the Company;

(ii) a reduction in the annual salary of the Executive, or a reduction in the target annual cash bonus or target annual equity award applicable to the Executive (except for a material reduction in target annual cash bonus or target annual equity award that is part of a Company program to reduce “general and administrative” expenses due to business conditions which reduction is applied to other senior officers generally; provided that such reduction is before the occurrence of a Change in Control);

(iii) the relocation of the Executive’s office to more than 30 miles from Denver, Colorado; or

(iv) any material breach by the Company of any provision of this Agreement.

Notwithstanding the foregoing, (i) Good Reason (A) shall not be deemed to exist unless the Executive gives to the Company a written notice identifying the event or condition purportedly giving rise to Good Reason expressly referencing this Agreement within 45 days after the time at which the event or condition first occurs or arises (or, if later, was discovered or should have been discovered by the Executive) and (B) shall not be deemed to exist at any time at which there exists an event or condition which could serve as the basis of a termination of the Executive’s employment for Cause; and (ii) if there exists (without regard to the following clause (ii)(A)) an event or condition that constitutes Good Reason, (A) the Company shall have 45 days from the date notice of Good Reason is given to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder; and (B) if the Company does not cure such event or condition within such 45-day period, the Executive shall have one business day thereafter to give the Company notice of termination of employment on account thereof (specifying a termination date no later than 10 days from the date of such notice of termination).

2. Termination by the Company without Cause or Termination by the Executive for Good Reason Following Change in Control.

(a) If the Company terminates the Executive’s employment and the termination is not due to death or Disability or for Cause, or the Executive terminates his employment for Good Reason, and such termination occurs within 12 months after a Change in Control, (i) the Company shall pay to the Executive annual salary, bonus and other benefits earned and accrued prior to the termination of employment; (ii) the Company shall pay or provide to the Executive (A) 1.5 times the Executive’s annual salary, (B) 1.5 times the greater of

 

3


(x) the target annual cash bonus for the year of termination and (y) the average of the actual annual cash bonuses for the two years (with respect to which bonuses are determined) prior to the year of termination, (C) a cash payment equal to (I) the target annual cash bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365 and (D) for a period of two years after termination of employment, such continuing coverage under the group health plans the Executive would have received (and at such costs to the Executive) as would have applied in the absence of such termination (but not taking into account any post-termination increases in annual salary that may otherwise have occurred without regard to such termination and that may have favorably affected such benefits); (iii) the Executive shall be entitled to elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect subject to the terms thereof) on any grant under the Company’s 2006 Long-Term Incentive Plan (the “LTIP”) or any other grant of restricted stock, stock options or other equity awards; provided that the Executive will only be entitled to receive the payments, benefits and accelerated vesting set forth in clauses (ii) and (iii) if the Executive executes and delivers to the Company a general release in a form reasonably acceptable to the Company, which does not require the release of any payment rights under this Section 2(a), within thirty (30) days following such termination and such release becomes irrevocable at the earliest possible time under applicable law following such execution and delivery. The payments under clause (i) of the second sentence of this Section 2(a) shall be made in a single lump sum within five business days after termination. Any payment or acceleration of vesting that the Executive is entitled to receive pursuant to clause (ii) or (iii) of the second sentence of this Section 2(a) shall be made by the Company in a single lump sum or occur, respectively, upon the 45th day after termination.

(b) Notwithstanding clause (ii)(D) of the second sentence of Section 2(a), (i) nothing herein shall restrict the ability of the Company to amend or terminate the plans and programs referred to in such clause (ii)(D) from time to time in its sole discretion, and (ii) the Company shall in no event be required to provide any benefits otherwise required by such clause (ii)(D) after such time as the Executive becomes entitled to receive benefits of the same type from another employer or recipient of the Executive’s services (such entitlement being determined without regard to any individual waivers or other similar arrangements).

3. Change in Control. Without duplication of the foregoing, upon a Change in Control at any time while the Executive is employed, then, without limiting the payments and benefits to which the Executive may be entitled under Section 2(a) in accordance with its terms (but without duplication thereof), all outstanding unvested grants under the LTIP or any other grant of restricted stock, stock options or other equity awards subject to time-based vesting conditions (but not performance-based conditions, which shall remain in effect subject to the terms thereof) shall fully vest and shall become immediately exercisable, as applicable. For purposes of this Agreement,

4. Section 409A.

(a) Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Company determines that the Executive is

 

4


a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of the Executive’s separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Executive’s separation from service, or (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. Any payments delayed pursuant to this Section 4(a) shall bear interest during the period of such delay at a rate of interest equal to the short-term applicable federal rate for annually compounding obligations for purposes of Section 1274(d) of the Code, or any successor provision, for the month in which such payment otherwise would have been paid.

(b) The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

(c) To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A1(h).

(d) The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.

5. Other Provisions.

5.1 No Obligation to Continue Employment or Other Service Relationship. Neither the Company nor any of its subsidiaries or affiliates is obligated by or as a result of this Agreement to continue to have the Executive provide services to it or to continue the Executive in employment and this Agreement shall not interfere in any way with the right of the Company or any of its subsidiaries or affiliates to terminate its service relationship with the Executive or the employment of the Executive at any time.

 

5


5.2 Severability. The Executive acknowledges and agrees that the Executive has had an opportunity to seek advice of counsel in connection with this Agreement. If it is determined that any of the provisions of this Agreement is invalid or unenforceable, the remainder of the provisions of this Agreement shall not thereby be affected and shall be given full effect, without regard to the invalid portions.

5.3 Enforceability; Jurisdiction; Arbitration. Any controversy or claim arising out of or relating to this Agreement or the breach of this Agreement that is not resolved by the Executive and the Company shall be submitted to arbitration in Denver, Colorado in accordance with Colorado law and the procedures of the American Arbitration Association before a single arbitrator. The determination of the arbitrator shall be conclusive and binding on the Company and the Executive and judgment may be entered on the arbitrator’s award in any court having jurisdiction. The Company shall bear one-half of the costs of any arbitration and the Executive, as the other party to the arbitration, shall bear the other half; each party will bear its own attorney’s fees and costs.

5.4 Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, telegraphed, telexed, sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid. Any such notice shall be deemed given when so delivered personally, telegraphed, telexed or sent by facsimile transmission or, if mailed, five days after the date of deposit in the United States mails as follows:

 

If to the Company to:    DCT Industrial Trust Inc.
   518 Seventeenth Street, Suite 800
   Denver, Colorado 80202
   Attention: Chief Executive Officer
with a copy to:    Goodwin Procter LLP
   53 State Street
   Boston, MA 02109
   Attention: Daniel P. Adams
   Facsimile: (617) 523-1231
If to the Executive, to:    Teresa L. Corral
   at the address set forth on the signature page hereof

Any such person may by notice given in accordance with this Section 5.4 to the other parties hereto designate another address or person for receipt by such person of notices hereunder.

5.5 Entire Agreement. This Agreement contains the entire agreement of the parties regarding the subject matter hereof and supersedes all prior agreements, understandings and negotiations regarding the same.

5.6 Waivers and Amendments. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving

 

6


compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege nor any single or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

5.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF COLORADO.

5.8 Assignment. This Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by the Executive; any purported assignment by the Executive in violation hereof shall be null and void.

5.9 Withholding. The Company shall be entitled to withhold from any payments or deemed payments any amount of tax withholding it determines to be required by law.

5.10 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, heirs, executors and legal representatives.

5.11 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original but all such counterparts together shall constitute one and the same instrument. Each counterpart may consist of two copies hereof each signed by one of the parties hereto.

5.12 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

[Remainder of page intentionally left blank]

 

7


IN WITNESS WHEREOF, the parties hereto have signed their names as of the day and year first above written.

 

COMPANY:
DCT INDUSTRIAL TRUST INC.
By:  

/s/    Philip L. Hawkins

Name: Philip L. Hawkins
Title: Chief Executive Officer
EXECUTIVE:

/s/    Teresa L. Corral

Teresa L. Corral
(Back To Top)

Section 3: EX-10.3 (CHANGE OF CONTROL AGREEMENT, DATED AS OF MAY 9, 2011)

Change of Control Agreement, dated as of May 9, 2011

Exhibit 10.3

CHANGE IN CONTROL AGREEMENT

CHANGE IN CONTROL AGREEMENT (“Agreement”) dated as of May 9, 2011, by and between DCT Industrial Trust Inc. with its principal place of business at 518 Seventeenth Street, Suite 800, Denver, Colorado 80202 (the “Company”), and John G. Spiegleman, residing at the address set forth on the signature page hereof (the “Executive”).

WHEREAS, the Board of Directors of the Company (the “Board”) recognizes that, as is the case with many publicly held corporations, the possibility of a Change in Control (as defined in Section 1 hereof) exists and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders; and

WHEREAS, the Board has determined that the Company should enter into this Agreement with the Executive to reinforce and encourage the continued attention and dedication of the Executive to the Executive’s assigned duties without distraction in the face of the possibility of a Change in Control;

Accordingly, the parties hereto agree as follows:

1. Definitions. For purposes of this Agreement, the following terms shall have the meanings specified below:

(a) “Cause” shall mean the Executive’s:

(i) conviction of a felony (other than a traffic violation), a crime of moral turpitude, or any financial crime involving the Company; a willful act of dishonesty, breach of trust or unethical business conduct in connection with the business of the Company that has a material detrimental impact on the Company;

(ii) the commission of fraud, misappropriation or embezzlement against the Company; any act or omission in the performance of his duties hereunder that constitutes willful misconduct, willful neglect or gross neglect, in any such case if such action or omission is either material or repeated;

(iii) repeated failure to use reasonable efforts in all material respects to adhere to the directions of the Board or the Chief Executive Officer, or the Company’s policies and practices, after his being informed that he is not so adhering; and

(iv) willful failure to substantially perform his duties properly assigned to him (other than any such failure resulting from his Disability (as defined below)); provided that the Company shall not be permitted to terminate the Executive for Cause except on written notice given to the Executive at any time following the occurrence of any of the events described in clause (i) or (ii) above and on written notice given to the Executive at any time not more than 30 days following the occurrence of any of the events described in clause (iii) or (iv) above (or, if later, the Company’s knowledge thereof).


(b) “Change in Control” shall mean the happening of any of the following:

(i) any “person,” including a “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities and Exchange Act of 1934 (the “Exchange Act”), but excluding the Company, any entity controlling, controlled by or under common control with the Company, any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any such entity, and the Executive and any “group” (as such term is used in Section 13(d)(3) of the Exchange Act) of which the Executive is a member), is or becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of either (A) the combined voting power of the Company’s then outstanding securities or (B) the then outstanding shares of common stock of the Company (in either such case other than as a result of an acquisition of securities directly from the Company); or

(ii) any consolidation or merger of the Company resulting in the voting securities of the Company outstanding immediately prior to the consolidation or merger representing (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) less than 50% of the combined voting power of the securities of the surviving entity or its parent outstanding immediately after such consolidation or merger; or

(iii) there shall occur (A) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by “persons” (as defined above) in substantially the same proportion as their ownership of the Company immediately prior to such sale or (B) the approval by shareholders of the Company of any plan or proposal for the liquidation or dissolution of the Company; or

(iv) the members of the Board at the beginning of any consecutive 24-calendar-month period (the “Incumbent Directors”) cease for any reason other than due to death to constitute at least a majority of the members of the Board; provided that any director whose election, or nomination for election by the Company’s shareholders, was approved or ratified by a vote of at least a majority of the Incumbent Directors shall be deemed to be an Incumbent Director.

(c) “Disability” shall mean the circumstance whereby the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive.

 

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(d) “Good Reason” shall mean, unless otherwise consented to in writing by the Executive:

(i) the material reduction of the Executive’s authority, duties and responsibilities, or the assignment to the Executive of duties materially inconsistent with the Executive’s position or positions with the Company;

(ii) a reduction in the annual salary of the Executive, or a reduction in the target annual cash bonus or target annual equity award applicable to the Executive (except for a material reduction in target annual cash bonus or target annual equity award that is part of a Company program to reduce “general and administrative” expenses due to business conditions which reduction is applied to other senior officers generally; provided that such reduction is before the occurrence of a Change in Control);

(iii) the relocation of the Executive’s office to more than 30 miles from Denver, Colorado; or

(iv) any material breach by the Company of any provision of this Agreement.

Notwithstanding the foregoing, (i) Good Reason (A) shall not be deemed to exist unless the Executive gives to the Company a written notice identifying the event or condition purportedly giving rise to Good Reason expressly referencing this Agreement within 45 days after the time at which the event or condition first occurs or arises (or, if later, was discovered or should have been discovered by the Executive) and (B) shall not be deemed to exist at any time at which there exists an event or condition which could serve as the basis of a termination of the Executive’s employment for Cause; and (ii) if there exists (without regard to the following clause (ii)(A)) an event or condition that constitutes Good Reason, (A) the Company shall have 45 days from the date notice of Good Reason is given to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder; and (B) if the Company does not cure such event or condition within such 45-day period, the Executive shall have one business day thereafter to give the Company notice of termination of employment on account thereof (specifying a termination date no later than 10 days from the date of such notice of termination).

2. Termination by the Company without Cause or Termination by the Executive for Good Reason Following Change in Control.

(a) If the Company terminates the Executive’s employment and the termination is not due to death or Disability or for Cause, or the Executive terminates his employment for Good Reason, and such termination occurs within 12 months after a Change in Control, (i) the Company shall pay to the Executive annual salary, bonus and other benefits earned and accrued prior to the termination of employment; (ii) the Company shall pay or provide to the Executive (A) 1.5 times the Executive’s annual salary, (B) 1.5 times the greater of

 

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(x) the target annual cash bonus for the year of termination and (y) the average of the actual annual cash bonuses for the two years (with respect to which bonuses are determined) prior to the year of termination, (C) a cash payment equal to (I) the target annual cash bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365 and (D) for a period of two years after termination of employment, such continuing coverage under the group health plans the Executive would have received (and at such costs to the Executive) as would have applied in the absence of such termination (but not taking into account any post-termination increases in annual salary that may otherwise have occurred without regard to such termination and that may have favorably affected such benefits); (iii) the Executive shall be entitled to elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect subject to the terms thereof) on any grant under the Company’s Second Amended and Restated 2006 Long-Term Incentive Plan (the “LTIP”) or any other grant of restricted stock, stock options or other equity awards; provided that the Executive will only be entitled to receive the payments, benefits and accelerated vesting set forth in clauses (ii) and (iii) if the Executive executes and delivers to the Company a general release in a form reasonably acceptable to the Company, which does not require the release of any payment rights under this Section 2(a), within thirty (30) days following such termination and such release becomes irrevocable at the earliest possible time under applicable law following such execution and delivery. The payments under clause (i) of the second sentence of this Section 2(a) shall be made in a single lump sum within five business days after termination. Any payment or acceleration of vesting that the Executive is entitled to receive pursuant to clause (ii) or (iii) of the second sentence of this Section 2(a) shall be made by the Company in a single lump sum or occur, respectively, upon the 45th day after termination.

(b) Notwithstanding clause (ii)(D) of the second sentence of Section 2(a), (i) nothing herein shall restrict the ability of the Company to amend or terminate the plans and programs referred to in such clause (ii)(D) from time to time in its sole discretion, and (ii) the Company shall in no event be required to provide any benefits otherwise required by such clause (ii)(D) after such time as the Executive becomes entitled to receive benefits of the same type from another employer or recipient of the Executive’s services (such entitlement being determined without regard to any individual waivers or other similar arrangements).

3. Change in Control. Without duplication of the foregoing, upon a Change in Control at any time while the Executive is employed, then, without limiting the payments and benefits to which the Executive may be entitled under Section 2(a) in accordance with its terms (but without duplication thereof), all outstanding unvested grants under the LTIP or any other grant of restricted stock, stock options or other equity awards subject to time-based vesting conditions (but not performance-based conditions, which shall remain in effect subject to the terms thereof) shall fully vest and shall become immediately exercisable, as applicable.

4. Section 409A.

(a) Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the

 

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extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of the Executive’s separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Executive’s separation from service, or (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. Any payments delayed pursuant to this Section 4(a) shall bear interest during the period of such delay at a rate of interest equal to the short-term applicable federal rate for annually compounding obligations for purposes of Section 1274(d) of the Code, or any successor provision, for the month in which such payment otherwise would have been paid.

(b) The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

(c) To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A1(h).

(d) The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.

5. Other Provisions.

5.1 No Obligation to Continue Employment or Other Service Relationship. Neither the Company nor any of its subsidiaries or affiliates is obligated by or as a result of this Agreement to continue to have the Executive provide services to it or to continue the Executive in employment and this Agreement shall not interfere in any way with the right of the Company or any of its subsidiaries or affiliates to terminate its service relationship with the Executive or the employment of the Executive at any time.

 

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5.2 Severability. The Executive acknowledges and agrees that the Executive has had an opportunity to seek advice of counsel in connection with this Agreement. If it is determined that any of the provisions of this Agreement is invalid or unenforceable, the remainder of the provisions of this Agreement shall not thereby be affected and shall be given full effect, without regard to the invalid portions.

5.3 Enforceability; Jurisdiction; Arbitration. Any controversy or claim arising out of or relating to this Agreement or the breach of this Agreement that is not resolved by the Executive and the Company shall be submitted to arbitration in Denver, Colorado in accordance with Colorado law and the procedures of the American Arbitration Association before a single arbitrator. The determination of the arbitrator shall be conclusive and binding on the Company and the Executive and judgment may be entered on the arbitrator’s award in any court having jurisdiction. The Company shall bear one-half of the costs of any arbitration and the Executive, as the other party to the arbitration, shall bear the other half; each party will bear its own attorney’s fees and costs.

5.4 Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, telegraphed, telexed, sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid. Any such notice shall be deemed given when so delivered personally, telegraphed, telexed or sent by facsimile transmission or, if mailed, five days after the date of deposit in the United States mails as follows:

 

If to the Company to:    DCT Industrial Trust Inc.
   518 Seventeenth Street, Suite 800
   Denver, Colorado 80202
   Attention: Chief Executive Officer
with a copy to:    Goodwin Procter LLP
   53 State Street
   Boston, MA 02109
   Attention: Daniel P. Adams
   Facsimile: (617) 523-1231
If to the Executive, to:    John G. Spiegleman
   at the address set forth on the signature page hereof

Any such person may by notice given in accordance with this Section 5.4 to the other parties hereto designate another address or person for receipt by such person of notices hereunder.

5.5 Entire Agreement. This Agreement together with that certain letter agreement between the Executive and the Company, dated May 9, 2011, contain the entire agreement of the parties regarding the subject matter hereof and supersedes all prior agreements, understandings and negotiations regarding the same, including, but not limited to, that certain offer letter, dated as of March 25, 2011, entered into by and between the Executive and the Company.

 

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5.6 Waivers and Amendments. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege nor any single or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

5.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF COLORADO.

5.8 Assignment. This Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by the Executive; any purported assignment by the Executive in violation hereof shall be null and void.

5.9 Withholding. The Company shall be entitled to withhold from any payments or deemed payments any amount of tax withholding it determines to be required by law.

5.10 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, heirs, executors and legal representatives.

5.11 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original but all such counterparts together shall constitute one and the same instrument. Each counterpart may consist of two copies hereof each signed by one of the parties hereto.

5.12 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have signed their names as of the day and year first above written.

 

COMPANY:
DCT INDUSTRIAL TRUST INC.
By:  

/s/    Philip L. Hawkins

Name:  Philip L. Hawkins
Title:  President and Chief Executive Officer
EXECUTIVE:

/s/    John G. Spiegleman

John G. Spiegleman
(Back To Top)

Section 4: EX-10.4 (LETTER AGREEMENT, DATED AS OF MAY 9, 2011)

Letter Agreement, dated as of May 9, 2011

Exhibit 10.4

[DCT Industrial Trust Inc. Letterhead]

May 9, 2011

John G. Spiegleman

Dear Mr. Spiegleman:

This letter agreement (this “Agreement”) is intended to confirm and clarify our mutual understanding of certain terms in connection with your employment with DCT Industrial Trust Inc. (the “Company”) as Executive Vice President, General Counsel and Secretary. Accordingly, both you and the Company agree as follows:

 

   

For the calendar year 2011, you will be guaranteed a bonus payment of $150,000 and this payment will not be pro rated for your partial year of employment; provided that you remain employed by the Company through December 31, 2011.

 

   

For calendar year 2011, you will be guaranteed an equity grant with a value of $225,000 and such award will not be pro-rated for your partial year of employment; provided that you remain employed by the Company through December 31, 2011. The grant may be any combination of restricted stock, options, or otherwise as determined by the Company’s compensation committee of the board of directors, will be based upon the valuation methodology used by the Company for such awards, and will be granted on the date on which equity awards for 2011 are granted to the Company’s other senior executives. The grant will also be subject to the terms and conditions outlined in the applicable equity award agreements, including vesting requirements consistent with those established for the equity awards granted to the Company’s other senior executives for 2011.

 

   

For the first two years of your employment and provided that you provide a general release in a form reasonably acceptable to the Company, you will be entitled to receive a payment equal to 12 months of salary at your then current rate plus 100% of your annual target cash bonus (which amount will be $150,000 until a target cash bonus is established for 2012) in the event that your employment is terminated by the Company without “Cause.” For purposes of this Agreement, Cause is defined as: (i) your conviction of a felony, a crime of moral turpitude, or any financial crime involving the Company; (ii) your engagement in a willful act of dishonesty, breach of trust or unethical business conduct in connection with the business of the Company that has a material detrimental impact on the Company; (iii) your commission of fraud, misappropriation or embezzlement against the Company; (iv) your repeated failure to use reasonable efforts in all material respects to adhere to the directions of the Company’s board of directors or the officers of the Company to whom you report or the Company’s policies and practices; or (v) your failure to competently perform your duties (other than any such failure resulting from your disability).


John G. Spiegleman

May 9, 2011

Page 2

 

Neither the Company nor any of its subsidiaries or affiliates is obligated by or as a result of this Agreement to continue to have you provide services to it or to continue you in employment and this Agreement shall not interfere in any way with the right of the Company or any of its subsidiaries or affiliates to terminate its service relationship with you or the employment of you at any time.

You acknowledge and agree that you have had an opportunity to seek advice of counsel in connection with this Agreement. If it is determined that any of the provisions of this Agreement are invalid or unenforceable, the remainder of the provisions of this Agreement shall not thereby be affected and shall be given full effect, without regard to the invalid portions.

Any controversy or claim arising out of or relating to this Agreement or the breach of this Agreement that is not resolved by you and the Company shall be submitted to arbitration in Denver, Colorado in accordance with Colorado law and the procedures of the American Arbitration Association before a single arbitrator. The determination of the arbitrator shall be conclusive and binding on you and the Company and judgment may be entered on the arbitrator’s award in any court having jurisdiction. The Company shall bear one-half of the costs of any arbitration and you, as the other party to the arbitration, shall bear the other half; each party will bear its own attorney’s fees and costs.

This Agreement, together with that certain Change in Control Agreement between you and the Company, dated May 9, 2011, contain the entire agreement of the parties regarding the subject matter hereof and supersede all prior agreements, understandings and negotiations regarding the same, including, but not limited to, that certain offer letter, dated as of March 25, 2011, entered into by and between you and the Company.

The terms of this Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege nor any single or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

This agreement shall be governed by and construed in accordance with the laws of the state of Colorado without regard to any principles of conflicts of law which could cause the application of the laws of any jurisdiction other than the state of Colorado.


John G. Spiegleman

May 9, 2011

Page 3

 

This Agreement, and your rights and obligations hereunder, may not be assigned by you; any purported assignment by you in violation hereof shall be null and void.

The Company shall be entitled to withhold from any payments or deemed payments any amount of tax withholding it determines to be required by law.

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, heirs, executors and legal representatives.

This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original but all such counterparts together shall constitute one and the same instrument. Each counterpart may consist of two copies hereof each signed by one of the parties hereto.

[Remainder of page intentionally left blank]


John G. Spiegleman

May 9, 2011

Page 4

 

Sincerely,
DCT Industrial Trust Inc.
By:  

/s/    Philip L. Hawkins

  Name: Philip L. Hawkins
  Title: President and Chief Executive Officer