-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L9QjSTgernQifGdCyhMgpFFoVJaqHL5LBejfoihvpzuEcfxIslv/tFVFSePxOTXL 6ySEB8niqe5vZesVO42arQ== 0001104659-04-011785.txt : 20040429 0001104659-04-011785.hdr.sgml : 20040429 20040429110205 ACCESSION NUMBER: 0001104659-04-011785 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040428 ITEM INFORMATION: FILED AS OF DATE: 20040429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DUKE REALTY LIMITED PARTNERSHIP/ CENTRAL INDEX KEY: 0001003410 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 351898425 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20625 FILM NUMBER: 04763016 BUSINESS ADDRESS: STREET 1: 600 EAST 96TH STREET STREET 2: SUITE 100 CITY: INDIANAPOLIS STATE: IN ZIP: 46240 BUSINESS PHONE: 3178086000 MAIL ADDRESS: STREET 1: 600 EAST 96TH STREET STREET 2: SUITE 100 CITY: INDIANAPOLIS STATE: IN ZIP: 46240 FORMER COMPANY: FORMER CONFORMED NAME: DUKE WEEKS REALTY LIMITED PARTNERSHIP DATE OF NAME CHANGE: 19990716 FORMER COMPANY: FORMER CONFORMED NAME: DUKE REALTY LIMITED PARTNERSHIP DATE OF NAME CHANGE: 19951114 8-K 1 a04-5055_18k.htm 8-K

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 


 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):  April 28, 2004

 

DUKE REALTY LIMITED PARTNERSHIP

(Exact name of registrant specified in its charter)

 

Indiana

 

0-20625

 

35-1898425

(State of
Formation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

600 East 96th Street
Suite 100
Indianapolis, IN 46240

(Address of principal executive offices, zip code)

 

 

 

 

 

Registrant’s telephone number, including area code: (317) 808-6000

 

 



 

Item 12.  Results of Operations and Financial Condition

 

On April 28, 2004, Duke Realty Corporation, the general partner of Duke Realty Limited Partnership, issued a press release announcing its results of operations and financial condition for the three months ended March 31, 2004.  This press release is attached hereto as Exhibit 99.

 

 

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.

 

 

DUKE REALTY LIMITED PARTNERSHIP

 

 

 

 

By:

Duke Realty Corporation, its sole general partner

 

 

 

 

By:

/s/ Matthew A. Cohoat

 

 

 

Matthew A. Cohoat

 

 

Executive Vice President and Chief Financial Officer

 

 

 

Dated:  April 29, 2004

 

 

 

2


EX-99.1 2 a04-5055_1ex99d1.htm EX-99.1

Exhibit 99.1

 

For Immediate Release

 

For Investor Inquires, contact:

April 28, 2004

 

Thomas K. Peck

2004-06

 

317/808-6168

 

 

 

 

 

For Media Inquires, contact:

 

 

Donna M. Hovey

 

 

317/808-6137

 

Duke Realty Announces First Quarter Earnings

 

Oklak Replaces Hefner as CEO per Previously Announced Succession Plan

 

Common and Preferred Stock Dividends Also Announced

 

Indianapolis - Duke Realty Corporation (DRE/NYSE) reported today that net income available for common shareholders for the first quarter of 2004 was $32.9 million compared to $37.5 million for the first quarter of 2003.  This decrease was primarily a result of lower earnings from property sales.  On a per share basis, first quarter 2004 net income available for common shareholders was $0.23 per share compared with $0.28 per share for the first quarter of 2003.  All per share amounts reported are diluted with basic per share information also included in the financial table accompanying this press release.

 

Funds from operations (“FFO”) increased to $81.0 million for the first quarter of 2004 versus $77.2 million for the same period in 2003.  On a per share basis, first quarter FFO was unchanged at $0.57 per share compared to the first quarter of 2003.  Following the redemption of both its Series D and Series E preferred shares during the first quarter, the Company’s net income and FFO for the first quarter of 2004 were each reduced by $3.6 million, or $0.02 per share, as a result of the required application of FASB-EITF Topic D-42, “The Effect on the Calculation of Earnings per Share for the Redemption or Induced Conversion of Preferred Stock.”  There were no such charges in the first quarter of 2003.

 

-more-

 



 

FFO is a supplemental non-GAAP financial measurement used as a standard in the real estate industry to measure and compare the operating performance of real estate companies.  FFO is defined by the National Association of Real Estate Investment Trusts (“NAREIT”) as net income or loss, excluding gains or losses from sales of depreciated property, plus operating property depreciation and amortization and adjustments for minority interest and unconsolidated companies on the same basis.  A reconciliation of FFO to GAAP net income is included in the financial tables accompanying this press release.

 

As indicated in previous succession planning announcements, Denny Oklak was named Chief Executive Officer at the Company’s Board of Directors’ meeting earlier today.  He succeeds Tom Hefner who will remain Chairman of the Board for one more year.  Denny has been with the Company for more than 17 years and previously held the positions of President and Chief Operating Officer.

 

Commenting on the appointment of Denny Oklak to CEO, Tom Hefner, Chairman of the Board, stated,

 

“I am confident that Denny is the right person to lead Duke Realty Corporation into the future.  He has made tremendous contributions to the Company over the past 17 years and will continue to do so in the years to come.  Under his leadership, I am confident the Company will capitalize on its proven business model, talented management team and strong balance sheet to continue the strong performance of Duke Realty Corporation.”

 

Additionally, the Company’s Board of Directors declared a quarterly dividend of $.46 per common share, or $1.84 per share on an annualized basis.  The dividend is payable on May 28, 2004 to common shareholders of record on May 14, 2004.

 



 

The Board also declared today the following dividends on the Company’s outstanding preferred stock:

 

Class

 

NYSE
Symbol

 

Quarterly
Amount/Share

 

Record Date

 

Payment Date

 

Series B

 

Not Listed

 

$

.99875

 

June 16, 2004

 

June 30, 2004

 

 

 

 

 

 

 

 

 

 

 

Series I

 

DREPRI

 

$

.52813

 

June 16, 2004

 

June 30, 2004

 

 

 

 

 

 

 

 

 

 

 

Series J

 

DREPRJ

 

$

.41406

 

May 14, 2004

 

May 28, 2004

 

 

 

 

 

 

 

 

 

 

 

Series K*

 

DREPRK

 

$

.48750

 

May 14, 2004

 

May 28, 2004

 

 


* This first dividend for the Series K preferred shares applies from the issue date of February 13, 2004 through May 31, 2004.  In the future, the normal quarterly dividend payment is expected to be $0.40625 per share.

 

Denny Oklak, Chief Executive Officer, commenting on Duke’s first quarter performance, stated,

 

“With continued occupancy improvement in both our industrial and office portfolios, we were generally pleased with the Company’s performance during the quarter.  Occupancy remains our primary focus and the most important driver of our business.  New acquisitions and development starts are at relatively modest levels, however, and we continue to be patient as we evaluate new opportunities.  Looking toward the balance of the year, we remain comfortable with our previously established FFO guidance range for 2004 of $2.42 to $2.57 per share.  In the second quarter, we anticipate improvement in FFO compared to the first quarter, with expectations of $0.59 to $0.61 per share.”

 

Property information at March 31, 2004 was as follows:

 

                  The Company’s 887 in-service properties totaling 107.7 million square feet were 89.5 percent leased compared to 89.3 percent leased at December 31, 2003.

 

                  The Company’s value creation pipeline, totaled $313 million, including $66 million of developments with an expected stabilized return of 9.5 percent that Duke plans to own indefinitely after completion; $69 million of developments with an expected stabilized return of 9.8 percent that the Company plans to sell within approximately one year of completion; and a $178 million backlog of third-party construction volume with a 6.8 percent pre-tax profit margin.

 

                  Including 2.1 million square feet of projects under development that were 88.0 percent pre-leased, the Company’s total portfolio at the end of the first quarter consisted of 899 properties totaling nearly 110 million square feet that were 89.4 percent leased, up from 88.9 percent leased at December 31, 2003.

 



 

The Company also disclosed the following information for the first quarter of 2004:

 

                  Duke renewed 73 percent of leases up for renewal, totaling 3.0 million square feet, on which net effective rents increased 3.6 percent.

 

                  First quarter same property net operating income for 2004 decreased 0.1 percent.

 

                  Property sales in the first quarter totaled $24.7 million at an average stabilized capitalization rate of 8.2 percent.

 

                  Acquisitions in the first quarter totaled $15.4 million at a stabilized capitalization rate of 12.2 percent.

 

                  The Company’s interest and fixed-charge coverage ratios in the first quarter were 3.9 and 3.1, respectively, and its debt-to-total market capitalization ratio was 29.0 percent at March 31, 2004.

 

When used in this press release, the word “believes,” “expects,” “estimates” and similar expressions are intended to identify forward-looking statements.  Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially.  In particular, among the factors that could cause actual results to differ materially are continued qualification as a real estate investment trust, general business and economic conditions, competition, increases in real estate construction costs, interest rates, accessibility of debt and equity capital markets and other risks inherent in the real estate business including tenant defaults, potential liability relating to environmental matters and liquidity of real estate investments. Readers are advised to refer to Duke’s Form 8-K Report as filed with the Securities and Exchange Commission on July 24, 2003 for additional information concerning these risks.

 

Duke Realty Corporation is the largest publicly traded office and industrial real estate company in the United States.  Offering a complete range of real estate products and services, Duke produces approximately $800 million in annual revenue from more than 4,100 tenants and focuses on building dominant market positions in each of its 13 geographic platforms across the Midwest and the Sunbelt.  Duke owns interests in nearly 110 million square feet of properties, has over 1,000 employees and owns or controls more than 3,600 acres of undeveloped land that

 



 

can support approximately 56 million square feet of future development.  Visit Duke on the web at www.dukerealty.com.

 

A copy of the Company’s March 31, 2004 supplemental information fact book will be available after 7:00 p.m. EDT today in the Investor Information section of the Company’s web site at www.dukerealty.com.  Duke is also hosting a conference call tomorrow at 3:00 p.m. Eastern Daylight Time (New York time) to discuss its first quarter operating results.  All investors are invited to listen to this call, which can be accessed through the Investor Information section of the Company’s web site at www.dukerealty.com.

 



 

Financial Highlights

(in thousands, except per share data)

 

 

 

Three Months Ended
March 31

 

 

 

2004

 

2003

 

Operating Results

 

 

 

 

 

Revenues from continuing operations

 

$

202,785

 

$

190,032

 

Earnings from rental operations

 

43,986

 

42,464

 

Earnings from service operations

 

2,042

 

2,053

 

Net income for common shareholders - Basic

 

32,886

 

37,477

 

Net income for common shareholders - Diluted

 

36,222

 

41,602

 

Funds from operations - Basic

 

80,981

 

77,190

 

Funds from operations - Diluted

 

89,238

 

88,128

 

 

 

 

 

 

 

Per Share:

 

 

 

 

 

Net income - common shareholders - Basic

 

$

0.24

 

$

0.28

 

Net income - common shareholders - Diluted

 

$

0.23

 

$

0.28

 

Funds from operations - Basic

 

$

0.59

 

$

0.57

 

Funds from operations - Diluted

 

$

0.57

 

$

0.57

 

Dividend payout ratio of funds from operations

 

80.7

%

79.8

%

Weighted average shares outstanding

 

 

 

 

 

Basic - Net income and Funds from operations

 

138,398

 

135,170

 

Diluted - Net income

 

156,913

 

150,627

 

Diluted - Funds from operations

 

156,995

 

155,634

 

 

Balance Sheet Data

 

March 31
2004

 

December 31
2003

 

 

 

 

 

 

 

Net real estate investments

 

$

4,840,145

 

$

4,851,248

 

Total assets

 

5,626,464

 

5,561,249

 

Total debt

 

2,402,670

 

2,335,536

 

Shareholders’ equity

 

2,692,951

 

2,666,749

 

Common shares outstanding at end of period

 

141,993

 

136,594

 

 

 



 

Reconciliation of Net Income to Funds From Operations

(in thousands, except per share data)

 

 

 

Three Months Ended
March 31

 

 

 

2004

 

2003

 

 

 

Amount

 

Wtd.
Avg.
Shares

 

Per
Share

 

Amount

 

Wtd.
Avg.
Shares

 

Per
Share

 

Net Income Available for Common Shares

 

$

32,886

 

138,398

 

$

0.24

 

$

37,477

 

135,170

 

$

0.28

 

Add back:

 

 

 

 

 

 

 

 

 

 

 

 

 

Minority interest in earnings of unitholders

 

3,336

 

14,046

 

 

 

4,125

 

14,802

 

 

 

Dilutive effect of Convertible Preferred D Shares

 

 

 

3,510

 

 

 

 

 

 

 

 

 

Other common stock equivalents

 

 

 

959

 

 

 

 

 

655

 

 

 

Fully Diluted Net Income

 

36,222

 

156,913

 

$

0.23

 

41,602

 

150,627

 

$

0.28

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and Amortization

 

52,397

 

 

 

 

 

47,672

 

 

 

 

 

Company Share of Joint Venture Depreciation and amortization

 

4,588

 

 

 

 

 

5,003

 

 

 

 

 

(Earnings) from depreciable property sales

 

(4,009

)

 

 

 

 

(8,613

)

 

 

 

 

Dilutive effect of Convertible Preferred D Shares

 

40

 

82

 

 

 

2,464

 

5,007

 

 

 

Fully Diluted Funds From Operations

 

$

89,238

 

156,995

 

$

0.57

 

$

88,128

 

155,634

 

$

0.57

 

 

###

 


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