-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, tckYlxg8I8aS2P6CBeGhLuUWY5+4ecA9gL7VF3Y7F6Ejpa4Glol5f0i3h63E7XrY xhJMhaUHsBYZbQz3TqlQbQ== 0000912057-95-007344.txt : 19950906 0000912057-95-007344.hdr.sgml : 19950906 ACCESSION NUMBER: 0000912057-95-007344 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950905 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950905 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DUKE REALTY INVESTMENTS INC CENTRAL INDEX KEY: 0000783280 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 351740409 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09044 FILM NUMBER: 95570216 BUSINESS ADDRESS: STREET 1: 8888 KEYSTONE CROSSING STE 1200 CITY: INDIANAPOLIS STATE: IN ZIP: 46240 BUSINESS PHONE: 3175743531 8-K 1 DUKE REALTY 8-K As filed with the Securities and Exchange Commission on September 5, 1995 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): September 5, 1995 DUKE REALTY INVESTMENTS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Indiana 1-9044 35-1740409 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 8888 Keystone Crossing, Suite 1200 Indianapolis, Indiana 46240 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (317) 574-3531 NOT APPLICABLE (Former name or former address changed since last report) - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Item 5. The unaudited financial statements of Duke Realty Limited Partnership (an 84%-owned subsidiary of Duke Realty Investments, Inc.) as of June 30, 1995 and December 31, 1994 and for three months and six months ended June 30, 1995 and 1994, are being filed as an exhibit to this form. Item 7. Financial Statements and Exhibits The following exhibit is filed with this report: Exhibit Number ------- 99 Unaudited financial statements of Duke Realty Limited Partnership as of June 30, 1995 and December 31, 1994 and for the three months and six months ended June 30, 1995 and 1994. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Duke Realty Investments, Inc. (Registrant) Date: September 5, 1995 By: /s/ Dennis D. Oklak ------------------------- Dennis D. Oklak Vice President and Treasurer EX-99 2 UNAUDITED FINANCIAL STATEMENTS (EXHIBIT 99) Exhibit 99 INDEX Page(s) Consolidated Balance Sheets, June 30, 1995 (Unaudited) and December 31, 1994 3 Consolidated Statements of Operations, Three and six months ended June 30, 1995 and 1994 (Unaudited) 4 Consolidated Statements of Cash Flows, Three and six months ended June 30, 1995 and 1994 (Unaudited) 5 Consolidated Statement of Partners' Equity, Three and six months ended June 30, 1995 (Unaudited) 6 Notes to Consolidated Financial Statements (Unaudited) 7-8 DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS)
June 30, December 31, 1995 1994 ---------- ------------ (Unaudited) ASSETS Real estate investments: Land and improvements $ 83,452 $ 72,758 Buildings and tenant improvements 656,937 580,794 Construction in progress 53,423 22,967 Land held for development 46,602 47,194 --------- --------- 840,414 723,713 Accumulated depreciation (47,251) (38,058) --------- --------- Net real estate investments 793,163 685,655 Cash and cash equivalents 21,101 40,427 Accounts receivable, net of allowance of $429 and $450 3,691 4,257 Accrued straight-line rents, net of allowance of $841 6,294 5,030 Receivables on construction contracts 9,504 7,478 Investments in unconsolidated companies 11,317 8,418 Deferred financing costs, net of accumulated amortization of $1,441 and $1,755 7,196 6,390 Deferred leasing and other costs, net of accumulated amortization of $3,856 and $2,702 14,862 11,845 Escrow deposits and other assets 6,411 6,384 --------- --------- $873,539 $ 775,884 --------- --------- --------- --------- LIABILITIES AND PARTNERS' EQUITY Property indebtedness: Mortgage loans $ 300,233 $ 298,640 Construction payables and amounts due subcontractors 22,933 9,464 Accounts payable 831 869 Accrued real estate taxes 8,234 8,983 Other accrued expenses 2,633 3,174 Other liabilities 3,570 3,564 Tenant security deposits and prepaid rents 3,896 3,472 --------- --------- Total liabilities 342,330 328,166 --------- --------- Minority interest 392 420 --------- --------- Partners' equity 530,817 447,298 --------- --------- $873,539 $775,884 --------- --------- --------- ---------
See accompanying Notes to Consolidated Financial Statements - 3 - DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS) (UNAUDITED)
Three months ended June 30, Six months ended June 30, --------------------------- ------------------------- 1995 1994 1995 1994 -------- -------- -------- ------ RENTAL OPERATIONS Revenues: Rental income $26,581 $21,509 $51,510 $41,843 Interest and other income 459 175 1,116 405 -------- -------- -------- ------- 27,040 21,684 52,626 42,248 -------- -------- -------- ------- Operating expenses: Rental expenses 4,789 4,204 9,786 8,579 Real estate taxes 2,365 2,259 4,290 4,201 Interest expense 4,908 4,492 10,053 8,723 Depreciation and amortization 5,511 4,119 11,103 8,138 General and administrative 442 482 969 922 -------- -------- -------- ------- 18,015 15,556 36,201 30,563 -------- -------- -------- ------- Earnings from rental operations 9,025 6,128 16,425 11,685 -------- -------- -------- ------- SERVICE OPERATIONS Revenues: Property management, maintenance and leasing fees 2,780 2,941 5,256 5,393 Construction management and development fees 1,300 1,324 2,455 2,963 Interest and other income 240 346 444 663 -------- -------- -------- ------- 4,320 4,611 8,155 9,019 -------- -------- -------- ------- Operating expenses: Payroll 2,084 2,079 3,982 4,202 Maintenance 310 262 546 487 Office and other 589 612 1,062 1,209 -------- -------- -------- ------- 2,983 2,953 5,590 5,898 -------- -------- -------- ------- Earnings from service operations 1,337 1,658 2,565 3,121 -------- -------- -------- ------- Operating income 10,362 7,786 18,990 14,806 -------- -------- -------- ------- Earnings (loss) from property sales -- (46) -- 135 Equity in earnings of unconsolidated companies 31 32 470 593 Minority interest in earnings of subsidiaries (238) (249) (431) (605) -------- -------- -------- ------- Net income $ 10,155 $ 7,523 $ 19,029 $14,929 -------- -------- -------- ------- -------- -------- -------- -------
See accompanying Notes to Consolidated Financial Statements - 4 - DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (UNAUDITED)
Six months ended June 30, ------------------------- 1995 1994 ---- ---- Cash flows from operating activities: Net income $19,029 $14,929 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation of buildings and tenant improvements 9,337 7,102 Amortization of deferred financing fees 584 222 Amortization of deferred leasing and other costs 1,182 814 Minority interest in earnings of subsidiaries 430 605 Straight-line rent adjustment (1,264) (1,466) Allowance for straight-line rent receivable -- 748 Earnings from property sales, net -- (135) Construction contracts, net 11,443 4,409 Other accrued revenues and expenses, net (114) (1,326) Equity in earnings of unconsolidated companies (73) (123) -------- -------- NET CASH PROVIDED BY OPERATING ACTIVITIES 40,554 25,779 -------- -------- Cash flows from investing activities: Proceeds from property sales 38 1,155 Building, development and acquisition costs (103,541) (54,521) Tenant improvements (4,180) (1,957) Deferred costs and other assets (4,199) (3,733) Net advances to unconsolidated companies (2,539) -- -------- -------- NET CASH USED BY INVESTING ACTIVITIES (114,421) (59,056) -------- -------- Cash flows from financing activities: Contributions from partners 82,273 -- Proceeds from property indebtedness 51 60,100 Payments on property indebtedness (2,699) (11,980) Distributions to partners (23,071) (18,430) Distributions to minority interest (458) (487) Deferred financing costs (1,555) (961) -------- -------- NET CASH PROVIDED BY FINANCING ACTIVITIES 54,541 28,242 -------- -------- NET DECREASE IN CASH AND CASH EQUIVALENTS (19,326) (5,035) -------- -------- Cash and cash equivalents at beginning of period 40,427 10,065 -------- -------- Cash and cash equivalents at end of period $ 21,101 $ 5,030 -------- -------- -------- --------
See accompanying Notes to Consolidated Financial Statements - 5 - DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES CONSOLIDATED STATEMENT OF PARTNERS' EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 1995 (IN THOUSANDS) (UNAUDITED)
Balance at December 31, 1994 $447,298 Net income 19,029 Capital contribution from Duke Realty Investments, Inc. 82,705 Acquisition of property in exchange for limited partnership interest 4,856 Distributions to partners (23,071) -------- Balance at June 30, 1995 $530,817 -------- --------
See accompanying Notes to Consolidated Financial Statements - 6 - DUKE REALTY LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. FINANCIAL STATEMENTS The interim condensed consolidated financial statements included herein have been prepared by Duke Realty Limited Partnership (the "Partnership") without audit. The statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Partnership's Annual Financial Statements. THE PARTNERSHIP Duke Realty Limited Partnership (the "Partnership") was formed on October 4, 1993, when Duke Realty Investments, Inc. (the "Predecessor Company") completed the acquisition of substantially all of the properties and businesses of Duke Associates, a full-service commercial real estate firm. In connection with the acquisition, the Predecessor Company issued an additional 14,800,833 shares of common stock through an offering. The Predecessor Company then contributed all of its properties and related assets and liabilities along with the net proceeds from the Offering to the Partnership in exchange for a 78.36% general partnership interest represented by 16,046,144 partnership units. Duke Associates contributed its properties to the Partnership subject to their existing liabilities in exchange for a 21.64% limited partnership interest represented by 4,432,109 partnership units ("Units"). The limited partnership units are exchangeable for shares of the Predecessor Company's common stock on a one-for-one basis commencing October 4, 1994. The acquisition was accounted for under the purchase method. The value of $466.0 million assigned to the acquired properties and businesses was equal to the property debt and other net liabilities assumed, of which $302.0 million was repaid from the proceeds of the Predecessor Company's contribution. The related service businesses are conducted through Duke Realty Services Limited Partnership (DRSLP) and Duke Construction Limited Partnership (DCLP), in which the Partnership has an 89% profits interest and effective control of their operations. In 1994, the Predecessor Company issued an additional 3,887,300 shares of Common Stock through an additional offering (the "1994 Offering") and received net proceeds of $92.1 million. These proceeds were contributed to the Partnership in exchange for additional partnership units and were used by the Partnership to fund current development and acquisition costs. - 7 - In 1994, the Predecessor Company acquired an additional interest in the Partnership through the issuance of 456,375 common shares for a like number of partnership units. The acquired additional interest in the Partnership was recorded at the fair market value of the Predecessor Company's common stock on the date of acquisition. The acquisition amount of $11.5 million was allocated to rental property, undeveloped land and investments in unconsolidated companies based on their estimated fair values. On May 23, 1995, the Predecessor Company issued an additional 3,727,500 shares of Common Stock through an additional offering (the "1995 Offering") and received net proceeds of approximately $96.3 million. The Predecessor Company contributed $82.3 million to the Partnership in exchange for additional partnership units. These proceeds are being used by the Partnership to fund current development commitments and acquisition costs. The Predecessor Company owns an 85.3% interest in the Partnership as of June 30, 1995. 2. PROPERTY INDEBTEDNESS The Partnership has a $100 million unsecured revolving credit facility which is available to fund current development costs and provide working capital. The revolving line of credit matures in April 1998 and bears interest payable monthly at the 30-day London Interbank Offered Rate ("LIBOR") plus 2%. 3. RELATED PARTY TRANSACTIONS The Partnership provides management, leasing, construction, and other tenant related services to properties in which certain executive officers have continuing ownership interests. The Partnership was paid fees totaling $927,000 and $908,000 for such services for the six months ended June 30, 1995 and 1994. Management believes the terms for such services are equivalent to those available in the market. The Partnership has an option to purchase the executive officers' interest in each of the properties. 4. FORWARD TREASURY LOCK AGREEMENT In May 1995, the Partnership entered into a Forward Treasury Lock Agreement in order to hedge its exposure to interest rate fluctuations on an anticipated $100 million debt financing expected to close by December 31, 1995. Any gain or loss under the agreement will be amortized to interest expense over the term of the financing. - 8 - -----END PRIVACY-ENHANCED MESSAGE-----