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Duke Realty Reports Second Quarter 2022 Earnings

INDIANAPOLIS, July 27, 2022 (GLOBE NEWSWIRE) -- Duke Realty Corporation (NYSE: DRE), the largest domestic-only logistics REIT, today reported earnings for the second quarter of 2022.

Quarterly Highlights

Complete reconciliations, in dollars and per share amounts, of (i) net income to funds from operations ("FFO"), as defined by Nareit, as well as to Core FFO, and (ii) earnings before income taxes to same property net operating income, on a cash basis, ("SPNOI - Cash") are included in the financial tables included in this release. The company's financial results for the quarter were as follows:

 Three Months
Ended June
30, 2022
 Six Months
Ended June
30, 2022
    
Net Income per Diluted Share$0.27  $0.91 
FFO per Diluted Share$0.45  $0.82 
Core FFO per Diluted Share$0.48  $0.92 
Growth in SPNOI - Cash 5.9%  6.5%

Distributions

The company's board of directors will approve the quarterly cash distribution on its common stock in a future meeting. Pursuant to the terms of the merger agreement, the dividend is expected to have the same record and payment dates as the Prologis second quarter dividend.

2022 Earnings Guidance     

In light of the company’s proposed merger with Prologis announced in June 2022, the Company will no longer provide guidance nor is it affirming past guidance.
   
FFO and AFFO Reporting Definitions

FFO: FFO is a non-GAAP performance measure computed in accordance with standards established by the National Association of Real Estate Investment Trusts (“Nareit"). It is calculated as net income attributable to common shareholders computed in accordance with generally accepted accounting principles (“GAAP"), excluding depreciation and amortization related to real estate, gains and losses on sales of real estate assets (including real estate assets incidental to our business), gains and losses from change in control, impairment charges related to real estate assets (including real estate assets incidental to our business) and similar adjustments for unconsolidated joint ventures and partially owned consolidated entities, all net of related taxes. We believe FFO to be most directly comparable to net income attributable to common shareholders as defined by GAAP. FFO does not represent a measure of liquidity, nor is it indicative of funds available for our cash needs, including our ability to make cash distributions to shareholders.
  
Core FFO: Core FFO is computed as FFO adjusted for certain items that can create significant earnings volatility and do not directly relate to our core business operations.  The adjustments include gains or losses on debt transactions, gains or losses from involuntary conversion from weather events or natural disasters, promote income, severance and other charges related to major overhead restructuring activities, costs directly attributable to our proposed merger with Prologis, the expense impact of non-incremental costs attributable to successful leasing activities, mark-to-market adjustments associated with derivative financial instruments and similar adjustments for unconsolidated joint ventures and partially owned consolidated entities. Although our calculation of Core FFO differs from Nareit’s definition of FFO and may not be comparable to that of other REITs and real estate companies, we believe it provides a meaningful supplemental measure of our operating performance. 
             
AFFO: AFFO is defined by the company as the Core FFO (as defined above), less recurring building improvements and total second generation capital expenditures (the leasing of vacant space that had previously been under lease by the company is referred to as second generation lease activity) related to leases commencing during the reporting period, and adjusted for certain non-cash items including straight line rental income and expense, amortization of above and below market lease intangibles and lease concession, non-cash components of interest expense including interest rate hedge amortization, stock compensation expense and after similar adjustments for unconsolidated partnerships and joint ventures.

Same-Property Performance

The company includes same-property net operating income growth as a property-level supplemental measure of performance. The company utilizes same-property net operating income growth as a supplemental measure to evaluate property-level performance, and jointly-controlled properties are included at the company's ownership percentage.

A reconciliation of income before income taxes to same-property net operating income is included in the financial tables to this release. A description of the properties that are excluded from the company’s same-property net operating income measure is included on page 19 of its June 30, 2022 supplemental information.

About Duke Realty Corporation

Duke Realty Corporation owns and operates approximately 167.3 million rentable square feet of industrial assets in 19 major logistics markets. Duke Realty Corporation is publicly traded on the NYSE under the symbol DRE and is a member of the S&P 500 Index. More information about Duke Realty Corporation is available at www.dukerealty.com.   

Second Quarter Earnings Call and Supplemental Information

Due to the company's proposed merger with Prologis, a second quarter 2022 conference call will not be held. A copy of the company's supplemental information will be available by 6:00 p.m. ET today through the Investor Relations section of the company's website.

Cautionary Notice Regarding Forward-Looking Statements

The statements in this communication that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which Prologis and Duke Realty operate as well as beliefs and assumptions of Prologis and Duke Realty. Such statements involve uncertainties that could significantly impact Prologis’ or Duke Realty’s financial results. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” and “estimates,” including variations of such words and similar expressions, are intended to identify such forward-looking statements, which generally are not historical in nature. All statements that address operating performance, events or developments that Prologis or Duke Realty expects or anticipates will occur in the future — including statements relating to any possible transaction between Prologis and Duke Realty, rent and occupancy growth, acquisition and development activity, contribution and disposition activity, general conditions in the geographic areas where Prologis or Duke Realty operate, Prologis’ and Duke Realty’s respective debt, capital structure and financial position, Prologis’ and Duke Realty’s respective ability to earn revenues from co-investment ventures, form new co-investment ventures and the availability of capital in existing or new co-investment ventures — are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although Prologis and Duke Realty believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, neither Prologis nor Duke Realty can give assurance that its expectations will be attained and, therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) Prologis’ and Duke Realty’s ability to complete the proposed transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary shareholder approvals and satisfaction of other closing conditions to consummate the proposed transaction; (ii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement relating to the proposed transaction; (iii) risks related to diverting the attention of Prologis and Duke Realty management from ongoing business operations; (iv) failure to realize the expected benefits of the proposed transaction; (v) significant transaction costs and/or unknown or inestimable liabilities; (vi) the risk of shareholder litigation in connection with the proposed transaction, including resulting expense or delay; (vii) the risk that Duke Realty’s business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; (viii) risks related to future opportunities and plans for the combined company, including the uncertainty of expected future financial performance and results of the combined company following completion of the proposed transaction; (ix) the effect of the announcement of the proposed transaction on the ability of Prologis and Duke Realty to operate their respective businesses and retain and hire key personnel and to maintain favorable business relationships; (x) risks related to the market value of the Prologis common stock to be issued in the proposed transaction; (xi) other risks related to the completion of the proposed transaction and actions related thereto; (xii) national, international, regional and local economic and political climates and conditions; (xiii) changes in global financial markets, interest rates and foreign currency exchange rates; (xiv) increased or unanticipated competition for Prologis’ or Duke Realty’s properties; (xv) risks associated with acquisitions, dispositions and development of properties, including increased development costs due to additional regulatory requirements related to climate change; (xvi) maintenance of Real Estate Investment Trust status, tax structuring and changes in income tax laws and rates; (xvii) availability of financing and capital, the levels of debt that Prologis and Duke Realty maintain and their credit ratings; (xviii) risks related to Prologis’ and Duke Realty’s investments in co-investment ventures, including Prologis’ and Duke Realty’s ability to establish new co-investment ventures; (xix) risks of doing business internationally, including currency risks; (xx) environmental uncertainties, including risks of natural disasters; (xxi) risks related to the coronavirus pandemic; and (xxii) those additional factors discussed under Part I, Item 1A. Risk Factors in Prologis’ and Duke Realty’s respective Annual Reports on Form 10-K for the year ended December 31, 2021. Neither Prologis nor Duke Realty undertakes any duty to update any forward-looking statements appearing in this communication except as may be required by law.

Additional Information
In connection with the proposed transaction, Prologis will file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 (“Form S-4”), which will include a document that serves as a prospectus of Prologis and a joint proxy statement of Prologis and Duke Realty (the “joint proxy statement/prospectus”), and each party will file other documents regarding the proposed transaction with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. A definitive joint proxy statement/prospectus will be sent to Prologis’ and Duke Realty’s shareholders. Investors and security holders will be able to obtain the Form S-4 and the joint proxy statement/prospectus free of charge from the SEC’s website or from Prologis or Duke Realty. The documents filed by Prologis with the SEC may be obtained free of charge at Prologis’ website at the SEC Filings section of www.ir.prologis.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Prologis by requesting them from Investor Relations by mail at Pier 1, Bay 1, San Francisco, CA 94111. The documents filed by Duke Realty with the SEC may be obtained free of charge at Duke Realty’s website at the SEC Filings section of http://investor.dukerealty.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Duke Realty by requesting them from Investor Relations by mail at 8711 River Crossing Blvd. Indianapolis, IN 46240.
  
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Participants in the Solicitation
Prologis and Duke Realty and their respective directors, executive officers and other members of management may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about Prologis’ directors and executive officers is available in Prologis’ Annual Report on Form 10-K for the fiscal year ended December 31, 2021, its proxy statement dated March 25, 2022, for its 2022 Annual Meeting of Shareholders and its Current Report on Form 8-K/A filed with the SEC on April 5, 2022. Information about Duke Realty’s directors and executive officers is available in Duke Realty’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, its proxy statement dated March 2, 2022, for its 2022 Annual Meeting of Shareholders and its Current Report on Form 8-K filed with the SEC on April 27, 2022. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when they become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Prologis or Duke Realty as indicated above.
   
Contact Information:
    
Investors:
Ron Hubbard
317.808.6060
    
Media:
Gene Miller
317.808.6195

Duke Realty Corporation and Subsidiaries
Consolidated Statement of Operations
(Unaudited and in thousands, except per share amounts)
        
   Three Months Ended Six Months Ended
   June 30, June 30,
   20222021 20222021
Revenues:      
 Rental and related revenue $280,145 $253,971  $555,359 $512,150 
 General contractor and service fee revenue  5,143  17,721   8,092  48,834 
    285,288  271,692   563,451  560,984 
Expenses:      
 Rental expenses  21,240  18,515   46,526  46,645 
 Real estate taxes  43,728  41,368   87,656  82,538 
 General contractor and other services expenses  3,730  14,066   5,199  43,529 
 Depreciation and amortization  93,944  91,729   187,945  185,302 
    162,642  165,678   327,326  358,014 
Other operating activities:      
 Equity in earnings of unconsolidated joint ventures  5,565  10,590   9,380  26,858 
 Gain on sale of properties  24,832  95,183   235,579  116,543 
 Gain on land sales  2,025  9,900   3,117  11,138 
 Other operating expenses  (531) (338)  (1,310) (1,483)
 Impairment charges  (1,563) -   (1,563) - 
 Non-incremental costs related to successful leases  (3,502) (4,027)  (9,014) (6,985)
 General and administrative expenses  (27,496) (15,879)  (51,409) (40,096)
    (670) 95,429   184,780  105,975 
        
 Operating income 121,976  201,443   420,905  308,945 
        
Other income (expenses):      
 Interest and other income, net  939  1,673   1,764  2,136 
 Interest expense  (18,734) (21,072)  (38,733) (43,579)
 Loss on debt extinguishment  -  (3,938)  (21,948) (4,008)
 Gain on involuntary conversion  -  3,222   -  3,222 
Income before income taxes  104,181  181,328   361,988  266,716 
 Income tax expense  (493) (3,672)  (6,823) (8,856)
Net income 103,688  177,656   355,165  257,860 
Net income attributable to noncontrolling interests  (1,218) (1,839)  (3,774) (2,681)
Net income attributable to common shareholders$102,470 $175,817  $351,391 $255,179 
        
        
Net income per share attributable to common shareholders-basic $0.27 $0.47  $0.91 $0.68 
       
Net income per share attributable to common shareholders-diluted $0.27 $0.47  $0.91 $0.68 
        
 Duke Realty Corporation and Subsidiaries
 Consolidated Balance Sheets
 (Unaudited and in thousands)
       
       
   June 30, December 31, 
   2022 2021 
 Assets     
Real estate investments:     
 Real estate assets $9,994,446  $9,616,076  
 Construction in progress  997,320   744,871  
 Investments in and advances to unconsolidated joint ventures  207,977   168,336  
 Undeveloped land  600,292   473,317  
    11,800,035   11,002,600  
 Accumulated depreciation  (1,808,388)  (1,684,413) 
       
 Net real estate investments 9,991,647   9,318,187  
       
Real estate investments and other assets held-for-sale  -   144,651  
       
Cash and cash equivalents  44,195   69,752  
Accounts receivable  13,208   13,449  
Straight-line rents receivable  194,474   172,225  
Receivables on construction contracts, including retentions  35,651   57,258  
Deferred leasing and other costs, net  341,923   337,936  
Other escrow deposits and other assets  337,184   332,197  
       
 Total assets$10,958,282  $10,445,655  
       
 Liabilities and Equity     
Indebtedness:     
 Secured debt, net of deferred financing costs $57,150  $59,418  
 Unsecured debt, net of deferred financing costs  3,831,530   3,629,864  
    3,888,680   3,689,282  
Liabilities related to real estate investments held-for-sale     
  -   6,278  
       
Construction payables and amounts due subcontractors, including retentions  123,428   107,009  
Accrued real estate taxes  87,569   77,464  
Accrued interest  22,925   20,815  
Other liabilities  365,680   339,023  
Tenant security deposits and prepaid rents  62,247   66,823  
 Total liabilities 4,550,529   4,306,694  
       
Shareholders' equity:     
       
 Common shares  3,848   3,825  
 Additional paid-in capital  6,262,634   6,143,147  
 Accumulated other comprehensive loss  (26,233)  (28,011) 
 Retained earnings (distributions in excess of net income)  60,571   (75,210) 
 Total shareholders' equity 6,300,820   6,043,751  
       
Noncontrolling interests  106,933   95,210  
 Total equity  6,407,753   6,138,961  
       
 Total liabilities and equity$10,958,282  $10,445,655  
       
 Duke Realty Corporation and Subsidiaries
 Summary of EPS, FFO and AFFO
 Three Months Ended June 30,
 (Unaudited and in thousands, except per share amounts)
        
        
        
  20222021
    Wtd.   Wtd. 
    Avg.Per  Avg.Per
  Amount SharesShareAmount SharesShare
Net income attributable to common shareholders$ 102,470   $ 175,817   
Less dividends on participating securities (319)   (365)  
Net income per common share-basic 102,151 384,519$ 0.27 175,452 376,020$ 0.47
Add back:      
 Noncontrolling interest in earnings of unitholders 1,128 4,022  1,738 3,770 
 Other potentially dilutive securities - 658  365 1,831 
Net income attributable to common shareholders-diluted$ 103,279 389,199$ 0.27 177,555 381,621$ 0.47
Reconciliation to FFO      
Net income attributable to common shareholders$ 102,470 384,519 $ 175,817 376,020 
Adjustments:      
 Depreciation and amortization 93,944    91,729   
 Depreciation, amortization and other - unconsolidated joint ventures 2,999    2,012   
 Gain on sales of properties (24,832)   (95,183)  
 Gain on land sales (2,025)   (9,900)  
 Impairment charges 1,563    -   
 Income tax expense not allocable to FFO 493    3,672   
 Gain on sales of real estate assets - unconsolidated joint ventures (1,497)   (7,360)  
 Noncontrolling interest share of adjustments (731)   149   
Nareit FFO attributable to common shareholders - basic 172,384 384,519$ 0.45 160,936 376,020$ 0.43
 Noncontrolling interest in income of unitholders 1,128 4,022  1,738 3,770 
 Noncontrolling interest share of adjustments 731    (149)  
 Other potentially dilutive securities 1,727  1,831 
Nareit FFO attributable to common shareholders - diluted$ 174,243 390,268$ 0.45$ 162,525 381,621$ 0.43
 Gain on involuntary conversion -    (3,222)  
 Loss on debt extinguishment - including share of unconsolidated joint venture -    3,938   
 Non-incremental costs related to successful leases 3,502    4,027   
 Unconsolidated joint ventures share of unrealized derivative gain (224)   -   
 Merger related costs 10,000    -   
Core FFO attributable to common shareholders - diluted$ 187,521 390,268$ 0.48$ 167,268 381,621$ 0.44
AFFO      
Core FFO - diluted$187,521 390,268$0.48$167,268 381,621$0.44
Adjustments:      
 Straight-line rental income and expense (11,642)   (6,571)  
 Amortization of above/below market rents and concessions (3,513)   (2,611)  
 Stock based compensation expense 2,309    5,625   
 Noncash interest expense 2,496    2,378   
 Second generation concessions (213)   (1,355)  
 Second generation tenant improvements (8,387)   (4,604)  
 Second generation leasing costs (8,666)   (8,297)  
 Building improvements (3,860)   (1,814)  
AFFO - diluted$ 156,045 390,268 $ 150,019 381,621 
 
 Duke Realty Corporation and Subsidiaries
 Summary of EPS, FFO and AFFO
 Six Months Ended June 30,
 (Unaudited and in thousands, except per share amounts)
        
        
        
  20222021
    Wtd.   Wtd. 
    Avg.Per  Avg.Per
  Amount SharesShareAmount SharesShare
Net income attributable to common shareholders$ 351,391   $ 255,179   
Less dividends on participating securities (645)   (735)  
Net income per common share-basic 350,746 383,619$ 0.91 254,444 374,850$ 0.68
Add back:      
 Noncontrolling interest in earnings of unitholders 3,591 3,915  2,499 3,673 
 Other potentially dilutive securities 645 1,731  735 1,811 
Net income attributable to common shareholders-diluted$ 354,982 389,265$ 0.91$ 257,678 380,334$ 0.68
Reconciliation to FFO      
Net income attributable to common shareholders$ 351,391 383,619 $ 255,179 374,850 
Adjustments:      
 Depreciation and amortization 187,945    185,302   
 Depreciation, amortization and other - unconsolidated joint ventures 6,297    4,269   
 Gain on sales of properties (235,579)   (116,543)  
 Gain on land sales (3,117)   (11,138)  
 Income tax expense not allocable to FFO 6,823    8,856   
 Impairment charges 1,563    -   
 Gain on sales of real estate assets - unconsolidated joint ventures (1,497)   (20,108)  
 Noncontrolling interest share of adjustments 379    (492)  
Nareit FFO attributable to common shareholders - basic 314,205 383,619$ 0.82 305,325 374,850$ 0.81
 Noncontrolling interest in income of unitholders 3,591 3,915  2,499 3,673 
 Noncontrolling interest share of adjustments (379)   492   
 Other potentially dilutive securities 1,731  1,811 
Nareit FFO attributable to common shareholders - diluted$ 317,417 389,265$ 0.82$ 308,316 380,334$ 0.81
 Gain on involuntary conversion -    (3,222)  
 Loss on debt extinguishment - including share of unconsolidated joint venture 22,031    4,071   
 Non-incremental costs related to successful leases 9,014    6,985   
 Unconsolidated joint ventures share of unrealized derivative gain (787)   -   
 Merger related costs 10,000    -   
Core FFO attributable to common shareholders - diluted$ 357,675 389,265$ 0.92$ 316,150 380,334$ 0.83
AFFO      
Core FFO - diluted$357,675 389,265$0.92$316,150 380,334$0.83
Adjustments:      
 Straight-line rental income and expense (22,113)   (15,204)  
 Amortization of above/below market rents and concessions (6,416)   (5,466)  
 Stock based compensation expense 20,408    20,004   
 Noncash interest expense 5,059    4,747   
 Second generation concessions (1,114)   (1,636)  
 Second generation tenant improvements (11,531)   (8,527)  
 Second generation leasing costs (15,675)   (16,769)  
 Building improvements (4,438)   (3,118)  
AFFO - diluted$ 321,855 389,265 $ 290,181 380,334 
 
Duke Realty Corporation and Subsidiaries
Reconciliation of Same Property Net Operating Income Growth
(Unaudited and in thousands)
    
 Three Months Ended
 June 30, 2022June 30, 2021 
    
Income before income taxes$104,181 $181,328  
Share of same property NOI from unconsolidated joint ventures 6,754  6,599  
Income and expense items not allocated to segments 112,491  16,294  
Earnings from service operations (1,413) (3,655) 
Properties not included and other adjustments (39,993) (28,704) 
Same property NOI - Cash Basis$182,020 $171,862  
    
Percent Change 5.9%  
    
 Six Months Ended
 June 30, 2022June 30, 2021 
    
Income from continuing operations before income taxes$361,988 $266,716  
Share of same property NOI from unconsolidated joint ventures 13,354  13,145  
Income and expense items not allocated to segments 61,956  121,309  
Earnings from service operations (2,893) (5,305) 
Properties not included and other adjustments (74,789) (58,332) 
Same property NOI - Cash Basis$359,616 $337,533  
    
Percent Change 6.5%  
    

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