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 September 30, 1998
---------------------
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: 0-20625
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DUKE REALTY LIMITED PARTNERSHIP
State of Incorporation: IRS Employer ID Number:
Indiana 35-1898425
- ---------------------- ----------------------
Address of principal executive offices:
8888 Keystone Crossing, Suite 120
---------------------------------
Indianapolis, Indiana 46240
-----------------------------
Telephone: (317) 808-6000
--------------------------
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
------ ------
The number of Limited Partnership Units outstanding as of November 10,
1998 was 94,499,552.
<PAGE>
DUKE REALTY LIMITED PARTNERSHIP
INDEX
PART I - FINANCIAL INFORMATION PAGE
- ------------------------------ ----
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of
September 30, 1998 (Unaudited) and
December 31, 1997 2
Condensed Consolidated Statements of Operations
for the three months and nine months ended
September 30, 1998 and 1997 (Unaudited) 3
Condensed Consolidated Statements of Cash Flows
for the nine months ended September 30, 1998
and 1997 (Unaudited) 4
Condensed Consolidated Statement of Partners'
Equity for the nine months ended
September 30, 1998 (Unaudited) 5
Notes to Condensed Consolidated Financial
Statements (Unaudited) 6-7
Independent Accountants' Review Report 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS 9-17
PART II - OTHER INFORMATION
- ---------------------------
Item 1. Legal Proceedings 18
Item 2. Changes in Securities 18
Item 3. Defaults Upon Senior Securities 18
Item 4. Submission of Matters to a Vote
of Security Holders 18
Item 5. Other Information 18
Item 6. Exhibits and Reports on Form 8-K 18
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
------------ -----------
ASSETS (Unaudited)
------
<S> <C> <C>
Real estate investments:
Land and improvements $ 290,567 $ 231,614
Buildings and tenant improvements 1,963,006 1,591,604
Construction in progress 139,044 107,242
Investments in unconsolidated companies 125,655 106,450
Land held for development 124,237 139,817
--------- ---------
2,642,509 2,176,727
Accumulated depreciation (161,649) (116,264)
--------- ---------
Net real estate investments 2,480,860 2,060,463
Cash and cash equivalents 21,488 10,372
Accounts receivable from tenants,
net of allowance of $717 and $420 6,798 5,932
Straight-line rent receivable,
net of allowance of $841 19,318 14,746
Receivables on construction contracts 32,253 22,700
Deferred financing costs, net of
accumulated amortization of $11,576
and $9,101 11,445 12,289
Deferred leasing and other costs,
net of accumulated amortization
of $14,736 and $9,251 45,749 34,369
Escrow deposits and other assets 33,180 16,303
--------- ---------
$2,651,091 $2,177,174
========= =========
LIABILITIES AND PARTNERS' EQUITY
--------------------------------
Indebtedness:
Secured debt $ 328,045 $ 367,119
Unsecured notes 590,000 340,000
Unsecured line of credit 109,000 13,000
--------- ---------
1,027,045 720,119
Construction payables and amounts
due subcontractors 43,028 40,786
Accounts payable 4,727 1,342
Accrued expenses:
Real estate taxes 36,559 25,203
Interest 7,866 6,883
Other expenses 18,755 13,851
Other liabilities 15,363 11,720
Tenant security deposits and prepaid rents 17,411 14,268
--------- ---------
Total liabilities 1,170,754 834,172
--------- ---------
Minority interest 489 222
--------- ---------
Partners' equity:
General partner:
Common equity 1,152,728 1,016,733
Preferred equity (liquidation
preference of $225,000) 218,906 218,906
--------- ---------
1,371,634 1,235,639
Limited partners' common equity 108,214 107,141
--------- ---------
Total partners' equity 1,479,848 1,342,780
--------- ---------
$2,651,091 $2,177,174
========= =========
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements
- 2 -
<PAGE>
DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(in thousands, except per unit amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
------------------ -------------------
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
RENTAL OPERATIONS:
Revenues:
Rental income $87,699 $53,729 $245,037 $152,589
Equity in earnings of
unconsolidated companies 2,649 2,489 8,066 6,133
------ ------ ------- -------
90,348 56,218 253,103 158,722
------ ------ ------- -------
Operating expenses:
Rental expenses 16,115 10,204 43,799 28,226
Real estate taxes 8,984 5,252 24,871 14,367
Interest expense 16,701 9,606 43,926 28,247
Depreciation and
amortization 17,660 10,702 48,445 30,253
------ ------ ------- -------
59,460 35,764 161,041 101,093
------ ------ ------- -------
Earnings from rental
operations 30,888 20,454 92,062 57,629
------ ------ ------- -------
SERVICE OPERATIONS:
Revenues:
Property management,
maintenance and leasing
fees 3,606 3,315 10,240 9,170
Construction management
and development fees 3,425 2,385 8,115 5,096
Other income 253 217 851 719
------ ------ ------- -------
7,284 5,917 19,206 14,985
------ ------ ------- -------
Operating expenses:
Payroll 3,178 2,542 9,865 7,427
Maintenance 613 498 1,811 1,414
Office and other 678 552 2,000 1,645
------ ------ ------- -------
4,469 3,592 13,676 10,486
------ ------ ------- -------
Earnings from service
operations 2,815 2,325 5,530 4,499
------ ------ ------- -------
General and administrative
expense (2,792) (2,048) (8,235) (4,540)
------ ------ ------- -------
Operating income 30,911 20,731 89,357 57,588
OTHER INCOME (EXPENSE):
Interest income 518 798 1,107 1,231
Earnings from property
sales 661 1,425 1,615 1,807
Other expense (131) (220) (192) (639)
Minority interest in
earnings of unitholders (692) (350) (946) (775)
------ ------ ------- -------
Net income 31,267 22,384 90,941 59,212
Dividends on preferred
units (4,702) (4,370) (14,108) (7,782)
------ ------ ------- -------
Net income available for
common units $26,565 $18,014 $76,833 $51,430
====== ====== ====== ======
Net income per common unit:
Basic $ .29 $ .25 $ .85 $ .73
====== ====== ====== ======
Diluted $ .29 $ .25 $ .84 $ .72
====== ====== ====== ======
Weighted average number of
common units outstanding 92,434 72,069 90,355 70,238
====== ====== ====== =======
Weighted average number of
common and dilutive
potential common units 93,279 72,971 91,252 71,054
====== ====== ====== =======
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements
- 3 -
<PAGE>
DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
For the nine months ended September 30,
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
------- -------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 90,941 $ 59,212
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation of buildings and tenant
improvements 43,039 26,707
Amortization of deferred financing costs 1,018 1,025
Amortization of deferred leasing and
other costs 5,406 3,546
Minority interest in earnings 946 775
Straight-line rental income (4,763) (2,507)
Earnings from property sales (1,615) (1,807)
Construction contracts, net (7,311) 13,290
Other accrued revenues and expenses, net 25,152 13,409
Equity in earnings in excess of
distributions received from
unconsolidated companies (4,651) (3,901)
------- -------
NET CASH PROVIDED BY OPERATING ACTIVITIES 148,162 109,749
------- -------
Cash flows from investing activities:
Rental property development costs (163,682) (142,028)
Acquisition of rental properties (231,338) (213,673)
Acquisition of land held for
development and infrastructure costs (25,139) (58,865)
Recurring costs:
Tenant improvements (7,611) (5,901)
Leasing commissions (4,668) (3,614)
Building improvements (1,572) (480)
Other deferred leasing costs (11,533) (12,622)
Other deferred costs and other assets (18,278) (4,416)
Proceeds from property sales, net 7,498 31,741
Other distributions received from
unconsolidated companies - 60,000
Net investment in and advances to
unconsolidated companies (14,095) (30,636)
------- -------
NET CASH USED BY INVESTING ACTIVITIES (470,418) (380,494)
------- -------
Cash flows from financing activities:
Contributions from general partner 136,661 446,635
Proceeds from indebtedness 250,000 100,000
Borrowings (repayments) on lines
of credit, net 96,000 (34,000)
Payments on indebtedness including
principal amortization (48,269) (7,076)
Distributions to partners (84,876) (56,153)
Distributions to preferred unitholders (14,108) (7,782)
Distributions to minority interest (681) (989)
Deferred financing costs (1,355) (1,326)
------- -------
NET CASH PROVIDED BY FINANCING ACTIVITIES 333,372 439,309
------- -------
NET INCREASE IN CASH AND CASH EQUIVALENTS 11,116 168,564
Cash and cash equivalents at beginning of
period 10,372 5,346
------- -------
Cash and cash equivalents at end of period $ 21,488 $173,910
------ -------
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements
- 4 -
<PAGE>
DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
Condensed Consolidated Statement of Partners' Equity
For the Nine months Ended September 30, 1998
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
General Partner Limited '
------------------------- Partners
Common Preferred Common
Equity Equity Equity Total
------------ ----------- -------- ----------
<S> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1997 $1,016,733 $218,906 $107,141 $1,342,780
Net income 67,569 14,108 9,264 90,941
Capital contribution from
General Partner 137,369 - - 137,369
Acquisition of Partnership
interest for common stock
of Duke Realty Investments,
Inc. 5,704 - - 5,704
Acquisition of property in
exchange for Limited
Partner Units - - 2,038 2,038
Distributions to preferred
unitholders - (14,108) - (14,108)
Distributions to partners
($.94 per Common Unit) (74,647) - (10,229) (84,876)
--------- ------- ------- ---------
BALANCE AT SEPTEMBER 30, 1998 $1,152,728 $218,906 $108,214 $1,479,848
========= ======= ======= =========
COMMON UNITS OUTSTANDING AT
SEPTEMBER 30, 1998 82,570 10,839 93,409
========= ======= =========
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements
- 5 -
<PAGE>
DUKE REALTY LIMITED PARTNERSHIP
NOTES TO CONDENSED 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 and the instructions for Form 10-Q
and Rule 10-01 of Regulation S-X. 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 consolidated 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
Partnership" or the "General Partner") contributed all of its
properties and related assets and liabilities along with the net
proceeds from the issuance of an additional 14,000,833 units through
a common stock offering to the Partnership. Simultaneously, the
Partnership completed the acquisition of Duke Associates, a full-service
commercial real estate firm operating in the Midwest. The General Partner was
formed in 1985 and qualifies as a real estate investment trust
under provisions of the Internal Revenue Code. The General Partner
is the sole general partner of the Partnership and owns 88.4% of
the Partnership at September 30, 1998. The remaining limited
partnership interest ("Limited Partner Units") (together with the
units of general partner interests, the ("Common Units")) are
mainly owned by the previous partners of Duke Associates. The
Limited Partner Units are exchangeable for units of the General
Partner's common stock on a one-for-one basis subject generally to
a one-year holding period. The General Partner periodically
acquires a portion of the minority interest in the Partnership
through the issuance of units of common stock for a like number of
Common Units. The acquisition of the minority interest is accounted
for under the purchase method with assets acquired recorded at the
fair market value of the General Partner's common stock on the date
of acquisition.
The service operations are conducted through Duke Realty Services
Limited Partnership and Duke Construction Limited Partnership, in
which the Partnership has an 89% profits interest (after certain
preferred returns on partners' capital accounts) and effective
control of their operations. The consolidated financial statements
include the accounts of the Partnership and its majority-owned or
controlled subsidiaries. The equity interests in these majority-
owned or controlled subsidiaries not owned by the Partnership are
reflected as minority interests in the consolidated financial
statements.
2. LINES OF CREDIT
The Partnership has a $450 million unsecured revolving credit
facility which is available to fund the development and
acquisition of additional rental properties and to provide working
capital. The revolving line of credit matures in April 2001 and
bears interest payable monthly at the 30-day
- 6 -
<PAGE>
London Interbank Offered Rate ("LIBOR") plus .50% - .80%. The
Partnership also has a demand $7 million secured revolving credit
facility which is available to provide working capital. This
facility bears interest payable monthly at the 30-day LIBOR rate
plus .65%.
3. RELATED PARTY TRANSACTIONS
The Partnership provides management, maintenance, leasing,
construction, and other tenant related services to properties in
which certain executive officers have continuing ownership
interests. The Partnership was paid fees totaling $2.0 million and
$2.4 million for such services for the nine months ended September
30, 1998 and 1997, respectively. 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 these properties which expires October 2003.
The option price of each property was established at the date the
option was granted.
4. NET INCOME PER COMMON UNIT
Basic net income per common unit is computed by dividing net
income available for common units by the weighted average number
of common units outstanding for the period. Diluted net income per
unit is computed by dividing the sum of net income available for
common units by the sum of the weighted average number of common
units and dilutive potential common units outstanding for the
period.
The following table reconciles the components of basic and diluted
net income per common unit for the three and nine months ended
September 30:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ -----------------
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Basic net income available
for common units $26,565 $18,014 $76,833 $51,430
====== ====== ====== ======
Weighted average partnership
units outstanding 92,434 72,069 90,355 70,238
Dilutive units for long-term
compensation plans 845 902 897 816
------ ------ ------ ------
Weighted average number of
common units and dilutive
potential common units 93,279 72,971 91,252 71,054
====== ====== ====== ======
</TABLE>
5. SUBSEQUENT EVENTS
On October 22, 1998, a quarterly distribution of $.34 per Common
Unit was declared payable on November 30, 1998, to common
unitholders of record on November 12, 1998.
On October 22, 1998, a quarterly distribution of $.56875 per
depositary unit of Series A Preferred Units which is payable on
November 30, 1998 to preferred unitholders of record on November
16, 1998.
On October 22, 1998, a quarterly distribution of $.99875 per
depositary unit on the Series B Preferred Units, payable on
December 31, 1998 to preferred unitholders of record on December
17, 1998.
- 7 -
<PAGE>
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
- --------------------------------------
The Partners
DUKE REALTY LIMITED PARTNERSHIP:
We have reviewed the condensed consolidated balance sheet of Duke
Realty Limited Partnership and subsidiaries as of September 30,
1998, the related condensed consolidated statements of operations
for the three and nine months ended September 30, 1998 and 1997,
the related condensed consolidated statements of cash flows for
the nine months ended September 30, 1998 and 1997, and the related
condensed consolidated statement of partners' equity for the nine
months ended September 30, 1998. These condensed consolidated
financial statements are the responsibility of the Partnership's
management.
We conducted our review in accordance with standards established
by the American Institute of Certified Public Accountants. A
review of interim financial information consists principally of
applying analytical procedures to financial data and making
inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our review, we are not aware of any material
modifications that should be made to the condensed consolidated
financial statements referred to above for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet of Duke Realty
Limited Partnership and subsidiaries as of December 31, 1997, and
the related consolidated statements of operations and cash flows
for the year then ended (not presented herein); and in our report
dated January 28, 1998, we expressed an unqualified opinion on
those consolidated financial statements. In our opinion, the
information set forth in the accompanying condensed consolidated
balance sheet as of December 31, 1997 is fairly presented, in all
material respects, in relation to the consolidated balance sheet
from which it has been derived.
KPMG Peat Marwick LLP
Indianapolis, Indiana
October 30, 1998
- 8 -
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
- --------
The Partnership's operating results depend primarily upon income
from the rental operations of its industrial, office and retail
properties located in its primary markets. This income from rental
operations is substantially influenced by the supply and demand for
the Partnership's rental space in its primary markets. In addition,
the Partnership's continued growth is dependent upon its ability to
maintain occupancy rates and increase rental rates of its in-
service portfolio and to continue development and acquisition of
additional rental properties.
The Partnership's primary markets in the Midwest have continued to
offer strong and stable local economies and have provided
attractive new development opportunities because of their central
location, established manufacturing base, skilled work force and
moderate labor costs. Consequently, the Partnership's occupancy
rate of its in-service portfolio has exceeded 93.7% the last two
years. The Partnership expects to continue to maintain its overall
occupancy at comparable levels and also expects to be able to
increase rental rates as leases are renewed or new leases are
executed. This stable occupancy as well as increasing rental rates
should improve the Partnership's results of operations from its in-
service properties. The Partnership's strategy for continued growth
also includes developing and acquiring additional rental properties
in its primary markets and expanding into other attractive
Midwestern markets.
The following table sets forth information regarding the
Partnership's in-service portfolio of rental properties as of
September 30, 1998 and 1997 (in thousands, except percentages):
<TABLE>
<CAPTION>
Total Percent of
Square Feet Total Square Feet Percent Occupied
------------------ ----------------- ----------------
Type 1998 1997 1998 1997 1998 1997
- ------- -------- -------- -------- -------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
INDUSTRIAL
Service Centers 5,382 3,122 10.9% 9.1% 93.7% 93.4%
Bulk 29,009 20,134 58.6 58.8 95.1% 94.6%
OFFICE
Suburban 12,169 8,593 24.6 25.1 96.0% 96.8%
CBD 699 699 1.4 2.0 97.0% 94.0%
RETAIL 2,249 1,692 4.5 5.0 97.0% 96.3%
------ ------ ----- -----
Total 49,508 34,240 100.0% 100.0% 95.3% 95.1%
====== ====== ===== =====
</TABLE>
Management expects occupancy of the in-service property portfolio
to remain stable because (i) only 3.9% and 10.8% of the
Partnership's occupied square footage is subject to leases expiring
in the remainder of 1998 and in 1999, respectively, and (ii) the
Partnership's renewal percentage averaged 81%, 80% and 65% in 1997,
1996 and 1995, respectively.
- 9 -
<PAGE>
The following table reflects the Partnership's in-service portfolio
lease expiration schedule as of September 30, 1998 by product type
indicating square footage and annualized net effective rents under
expiring leases (in thousands, except per square foot amounts):
<TABLE>
<CAPTION>
Industrial Office Retail Total Portfolio
------------------ ---------------- --------------- -----------------
Yr.of Sq. Contract Sq. Contract Sq. Contract Sq. Contract
Exp. Ft. Rent Ft. Rent Ft. Rent Ft. Rent
- ----- ------- -------- ------- -------- ------ -------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1998 1,405 $ 5,682 424 $ 4,675 25 $ 177 1,854 $ 10,534
1999 3,555 15,054 1,425 15,610 100 1,142 5,080 31,806
2000 3,015 12,649 1,156 14,553 123 1,501 4,294 28,703
2001 3,601 14,851 1,762 21,996 92 1,121 5,455 37,968
2002 4,368 17,913 1,519 17,138 143 1,578 6,030 36,629
2003 3,657 16,083 1,302 16,712 141 1,500 5,100 34,295
2004 1,298 6,067 383 4,878 17 178 1,698 11,123
2005 2,725 8,694 1,023 13,946 216 1,846 3,964 24,486
2006 2,174 8,260 732 10,581 8 108 2,914 18,949
2007 2,344 7,631 573 7,902 76 760 2,993 16,293
2008
and
There-
after 4,495 15,839 2,064 27,909 1,240 11,187 7,799 54,935
------ ------- ------ ------- ----- ------ ------ -------
Total
Leased 32,637 $128,723 12,363 $155,900 2,181 $21,098 47,181 $305,721
====== ======= ====== ======= ===== ====== ====== =======
Total
Port-
folio
Sq.Ft. 34,391 12,868 2,249 49,508
====== ====== ===== ======
Annualized
net
effective
rent
per sq.ft. $ 3.94 $ 12.61 $ 9.67 $ 6.48
======= ======= ====== =======
</TABLE>
This stable occupancy, along with stable rental rates in each of
the Partnership's markets, will allow the in-service portfolio to
continue to provide a comparable or increasing level of earnings
from rental operations. The Partnership also expects to realize
growth in earnings from rental operations through (i) the
development and acquisition of additional rental properties in its
primary markets; (ii) the expansion into other attractive
Midwestern markets; and (iii) the completion of the 5.1 million
square feet of properties under development at September 30, 1998
over the next three quarters and thereafter. The 5.1 million square
feet of properties under development should provide future earnings
from rental operations growth for the Partnership as they are
placed in service as follows (in thousands, except percent leased
and stabilized returns):
<TABLE>
<CAPTION>
Anticipated Anticipated
In-Service Square Percent Project Stabilized
Date Feet Leased Costs Return
- ---------------- ------ ------- ----------- ----------
<S> <C> <C> <C> <C>
4th Quarter 1998 2,067 60% $114,708 12.1%
1st Quarter 1999 1,573 18% 87,631 11.4%
2nd Quarter 1999 541 56% 46,914 11.8%
Thereafter 907 42% 102,259 10.7%
----- -------
5,088 43% $351,512 11.5%
===== =======
</TABLE>
- 10 -
<PAGE>
RESULTS OF OPERATIONS
- ---------------------
Following is a summary of the Partnership's operating results and
property statistics for the three and nine months ended September 30,
1998 and 1997 (in thousands, except number of properties and per
share amounts):
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30
------------------- -------------------
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Rental Operations revenue $90,348 $56,218 $253,103 $158,722
Service Operations revenue 7,284 5,917 19,206 14,985
Earnings from Rental Operations 30,888 20,454 92,062 57,629
Earnings from Service Operations 2,815 2,325 5,530 4,499
Operating income 30,911 20,731 89,357 57,588
Net income available for
common units 26,565 18,014 76,833 51,430
Weighted average common units
outstanding 92,434 72,069 90,355 70,238
Weighted average common and
dilutive potential
common units 93,279 72,971 91,252 71,054
Basic income per common share $ .29 $ .25 $ .85 $ .73
Diluted income per common share $ .29 $ .25 $ .84 $ .72
Number of in-service properties
at end of period 428 278 428 278
In-service square footage at
end of period 49,508 34,240 49,508 34,240
Under development square footage
at end of period 5,088 4,490 5,088 4,490
</TABLE>
COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 1998 TO THREE MONTHS
ENDED SEPTEMBER 30, 1997
- -----------------------------------------------------------------------
Rental Operations
- -----------------
The Partnership increased its in-service portfolio of rental
properties from 278 properties comprising 34.2 million square feet at
September 30, 1997 to 428 properties comprising 49.5 million square
feet at September 30, 1998 through the acquisition of 118 properties
totaling 9.2 million square feet and the completion of 34 properties
and four building expansions totaling 6.1 million square feet
developed by the Partnership. The Partnership also disposed of two
properties totaling 21,000 square feet. These 150 net additional
rental properties primarily account for the $34.1 million increase in
revenues from Rental Operations from 1997 to 1998. The Partnership
received approximately $2.3 million of lease termination payments
which are included in rental income for the three months ended
September 30, 1998. Included in rental income for the three months
ended September 30, 1997 are approximately $252,000 of lease
termination payments. The increase from 1997 to 1998 in rental
expenses, real estate taxes and depreciation and amortization expense
is also a result of the additional 150 in-service rental properties.
Interest expense increased by approximately $7.1 million from $9.6
million for the three months ended September 30, 1997 to $16.7
million for the three months ended September 30, 1998 as a result of
additional unsecured debt issued in the third quarter of 1997 to fund
the development and acquisition of additional rental properties as
well as $250 million of unsecured debt issued in the first two
quarters of 1998 to fund development and acquisition activity.
As a result of the above-mentioned items, earnings from rental
operations increased $10.4 million from $20.5 million for the three
months ended September 30, 1997 to $30.9 million for the three months
ended September 30, 1998.
- 11 -
<PAGE>
Service Operations
- ------------------
Service Operation revenues increased by $1.4 million from $5.9
million for the three months ended September 30, 1997 to $7.3 million
for the three months ended September 30, 1998 primarily as a result
of increases in construction management fee revenue due to an
increase in third-party construction volume.
Service Operations operating expenses increased from $3.6 million to
$4.5 million for the three months ended September 30, 1998 as compared
to the three months ended September 30, 1997 primarily as a result of
an increase in construction activity and an increase in operating
expenses resulting from the overall growth of the Partnership.
As a result of the above-mentioned items, earnings from Service
Operations increased from $2.3 million for the three months ended
September 30, 1997 to $2.8 million for the three months ended
September 30, 1998.
General and Administrative Expense
- ----------------------------------
General and administrative expense increased from $2.0 million for
the three months ended September 30, 1997 to $2.8 million for the
three months ended September 30, 1998 primarily as a result of
increases in payroll related expenses, advertising costs and state
and local taxes due to the overall growth of the Partnership.
Net Income Available for Common Units
- -------------------------------------
Net income available for common units for the three months ended
September 30, 1998 was $26.6 million compared to net income available
for common units of $18.0 million for the three months ended
September 30, 1997. This increase results primarily from the
operating result fluctuations in rental and service operations
explained above.
COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 1998 TO NINE MONTHS
ENDED SEPTEMBER 30, 1997
- -----------------------------------------------------------------
Rental Operations
- -----------------
The Partnership increased its in-service portfolio of rental
properties from 278 properties comprising 34.2 million square feet at
September 30, 1997 to 428 properties comprising 49.5 million square
feet at September 30, 1998 through the acquisition of 118 properties
totaling 9.2 million square feet and the completion of 34 properties
and four building expansions totaling 6.1 million square feet
developed by the Partnership. The Partnership also disposed of two
properties totaling 21,000 square feet. These 150 net additional
rental properties primarily account for the $94.4 million increase in
revenues from Rental Operations from 1997 to 1998. The Partnership
received approximately $6.3 million of lease termination payments
which are included in rental income for the nine months ended
September 30, 1998. Included in rental income for the nine months
ended September 30, 1997 are approximately $1.9 million of lease
termination payments. The increase from 1997 to 1998 in rental
expenses, real estate taxes and depreciation and amortization expense
is also a result of the additional 150 in-service rental properties.
- 12 -
<PAGE>
Interest expense increased by approximately $15.7 million from $28.2
million for the nine months ended September 30, 1997 to $ 43.9
million for the nine months ended September 30, 1998 as a result of
additional unsecured debt issued in the third quarter of 1997 to fund
the development and acquisition of additional rental properties as
well as $250 million of unsecured debt issued in the first two
quarters of 1998 to fund development and acquisitions.
As a result of the above-mentioned items, earnings from rental
operations increased $34.5 million from $57.6 million for the nine
months ended September 30, 1997 to $92.1 million for the nine months
ended September 30, 1998.
Service Operations
- ------------------
Service Operation revenues increased to $19.2 million for the nine
months ended September 30, 1998 as compared to $15.0 million for the
nine months ended September 30, 1997 primarily as a result of an
increase in third-party construction volume. Service Operation
operating expenses increased from $10.5 million to $13.7 million for
the nine months ended September 30, 1998 as compared to the nine
months ended September 30, 1997 primarily as a result of an increase
in construction activity and the overall growth of the Partnership.
As a result of the above-mentioned items, earnings from Service
Operations increased from $4.5 million for the nine months ended
September 30, 1997 to $5.5 million for the nine months ended
September 30, 1998.
General and Administrative Expense
- ----------------------------------
General and administrative expense increased from $4.5 million for
the nine months ended September 30, 1997 to $8.2 million for the nine
months ended September 30, 1998 primarily as a result of increases in
payroll related expenses, advertising costs and state and local taxes
due to the overall growth of the Partnership.
Net Income Available for Common Units
- -------------------------------------
Net income available for common units for the nine months ended
September 30, 1998 was $76.8 million compared to net income available
for common units of $51.4 million for the nine months ended September
30, 1997. This increase results primarily from the operating result
fluctuations in rental and service operations explained above.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities totaling $148.2 million and
$109.7 million for the nine months ended September 30, 1998 and 1997,
respectively, represents the primary source of liquidity to fund
distributions to unitholders and the other minority interests and to
fund recurring costs associated with the renovation and re-letting of
the Partnership's properties. This increase is primarily a result of,
as discussed above under "Results of Operations," the increase in net
income resulting from the expansion of the in-service portfolio
through development and acquisitions of additional rental properties.
- 13 -
<PAGE>
Net cash used by investing activities totaling $470.4 million and
$380.5 million for the nine months ended September 30, 1998 and 1997,
respectively, represents the investment of funds by the Partnership
to expand its portfolio of rental properties through the development
and acquisition of additional rental properties net of proceeds
received from property sales. In 1998, $420.2 million was invested in
the development and acquisition of additional rental properties and
the acquisition of land held for development, including the
acquisition of five portfolios consisting of 22 industrial buildings
and 17 office buildings. In 1997, the investment in the development
and acquisition of additional rental properties and land held for
development was $414.6 million. During the nine months ended
September 30, 1997, the Partnership contributed properties to an
existing joint venture at an agreed value of approximately $60.8
million and received a cash distribution of $60.0 million from the
proceeds of a mortgage loan received in May 1997. The joint venture
partner contributed $753,000 of cash to the venture to maintain
proportionate ownership interest. During the nine months ended
September 30, 1997, the Partnership also invested $32.2 million in a
newly formed joint venture with an institutional investor which
allowed the joint venture to purchase office property consisting of
approximately 345,000 square feet and 17 acres.
Net cash provided by financing activities totaling $333.4 million and
$439.3 million for the nine months ended September 30, 1998 and 1997,
respectively, represents the source of funds from equity and debt
offerings and borrowings on the lines of credit to fund the
Partnership's investing activities. Also included in financing
activities are the distribution of funds to unitholders and minority
interests. In 1997, the Partnership received $300.5 million of net
proceeds from the General Partner's common equity offerings which was
used to pay down amounts outstanding on the unsecured line of credit
and to fund current development and acquisition activity. In 1998,
the Partnership received $136.7 million of net proceeds from the
General Partner's common equity offerings which was used to pay down
amounts outstanding on the unsecured line of credit and to fund
current development and acquisition activity. During the nine months
ended September 30, 1998, the Partnership received $21.2 million of
net proceeds from the issuance of common stock under the General
Partner's Direct Stock Purchase and Dividend Reinvestment Plan
compared to $10.0 million of net proceeds received under the General
Partner's Direct Stock Purchase and Dividend Reinvestment Plan during
the first nine months of 1997. In the first quarter of 1998, the
Partnership received $100.0 million of net proceeds from the offering
of 7.05% Puttable Reset Securities due March 1, 2006. In the second
quarter of 1998, the Partnership received $100.0 million of proceeds
from the offering of 6.75% Senior Notes due May 30, 2008 and $50.0
million in proceeds from the issuance of 7.25% notes under the
Partnership's medium-term note program. In the third quarter of 1997,
the Partnership received $146.1 million of net proceeds from the
offering of 7.99% Series B Step-Up Redeemable Preferred Units and
$100.0 million from the offering of 6.95% Pass-Through Asset Trust
Securities due August 2004.
The Partnership has a $450 million unsecured line of credit which
matures in April 2001. This facility was increased from $250 million
in September 1998 and bears interest payable at the 30-day LIBOR plus
.50% - .80%. The Partnership also has a demand $7 million secured
revolving credit facility which is available to provide working
capital. This facility bears interest payable at the 30-day LIBOR
rate plus .65%.
The General Partner and the Partnership currently have on file Form S-
3 Registration Statements with the Securities and Exchange Commission
("Shelf Registrations") which had remaining availability as of
September 30, 1998 of approximately $1.2 billion to issue common
stock,
- 14 -
<PAGE>
preferred stock or unsecured debt securities. The General Partner and
the Partnership intend to issue additional equity or debt under these
Shelf Registrations as capital needs arise to fund the development
and acquisition of additional rental properties.
The total debt outstanding at September 30, 1998 consists of notes
totaling $1.027 billion with a weighted average interest rate of
7.29% maturing at various dates through 2028. The Partnership has
$699.0 million of unsecured debt and $328.0 million of secured debt
outstanding at September 30, 1998. Scheduled principal amortization
of such debt totaled $5.3 million for the nine months ended September
30, 1998.
Following is a summary of the scheduled future amortization and
maturities of the Partnership's indebtedness at September 30, 1998
(in thousands):
<TABLE>
<CAPTION>
Repayments
------------------------------------------------- Weighted Average
Scheduled Interest Rate of
Year Amortization Maturities Total Future Repayments
- ---- ------------ ---------- ------------------ -----------------
<S> <C> <C> <C> <C>
1998 $ 1,673 $ 6,999 $ 8,672 6.59%
1999 5,905 30,450 36,355 6.41%
2000 6,288 64,850 71,138 7.14%
2001 5,954 183,560 189,514 6.72%
2002 6,462 50,000 56,462 7.39%
2003 4,519 66,144 70,663 8.46%
2004 3,509 177,032 180,541 7.41%
2005 3,800 100,000 103,800 7.49%
2006 4,117 100,000 104,117 7.07%
2007 3,653 14,955 187,175 6.89%
------ ------- ---------
Total $83,055 $943,990 $1,027,045 7.29%
</TABLE>
The Partnership intends to pay the following regular quarterly
distributions from net cash provided by operating activities:
<TABLE>
<CAPTION>
DISTRIB.
DESCRIPTION PER UNIT DECLARATION UNITHOLDER DATE DATE
OF EQUITY DECLARED DATE OF RECORD PAYABLE
- ----------- -------- ----------- ---------------- ---------------
<S> <C> <C> <C> <C>
Common Units $ .34 October 22, 1998 November 12, 1998 November 30, 1998
Series A
Preferred $.56875 October 22, 1998 November 16, 1998 November 30, 1998
Series B
Preferred $.99875 October 22, 1998 December 17, 1998 December 31, 1998
</TABLE>
FUNDS FROM OPERATIONS
Management believes that Funds From Operations ("FFO"), which is
defined by the National Association of Real Estate Investment Trusts
as net income or loss excluding gains or losses from debt
restructuring and sales of property plus depreciation and
amortization, and after adjustments for minority interest,
unconsolidated partnerships and joint ventures (adjustments for
minority interest, unconsolidated partnerships and joint ventures are
calculated to reflect FFO on the same basis), is the industry
standard for reporting the operations of real estate investment
trusts.
- 15 -
<PAGE>
The following table reflects the calculation of the Partnership's FFO
for the three and nine months ended September 30 as follows (in
thousands):
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
---------------------- ---------------------
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net income available for
common units $ 26,565 $ 18,014 $ 76,833 $ 51,430
Add back:
Depreciation and
amortization 17,660 10,702 48,445 30,253
Share of joint venture
adjustments 1,101 757 2,651 2,071
Earnings from property sales (661) (1,425) (1,615) (1,807)
-------- -------- ------- --------
FUNDS FROM OPERATIONS $ 44,665 $ 28,048 $126,314 $ 81,947
======== ======== ======= ========
CASH FLOW PROVIDED BY
(USED BY):
Operating activities $ 47,928 $ 37,544 $148,162 $ 109,749
Investing activities (118,517) (204,317) (470,418) (380,494)
Financing activities 70,169 337,592 333,372 439,309
</TABLE>
The increase in FFO for the three and nine months ended September 30,
1998 compared to the three and nine months ended September 30, 1997
results primarily from the increased in-service rental property
portfolio as discussed above under "Results of Operations."
While management believes that FFO is the most relevant and widely
used measure of the Partnership's operating performance, such amount
does not represent cash flow from operations as defined by generally
accepted accounting principles, should not be considered as an
alternative to net income as an indicator of the Partnership's
operating performance, and is not indicative of cash available to
fund all cash flow needs.
RECENTLY ENACTED ACCOUNTING PRONOUNCEMENTS
In March 1998, the Emerging Issues Task Force of the Financial
Accounting Standards Board reached a consensus on Issue No. 97-11
"Accounting for Internal Costs Relating to Real Estate Property
Acquisitions" which requires the internal cost of pre-acquisition
activities incurred in connection with the acquisition of an
operating property be expensed as incurred. During the first three
months of 1998, prior to adopting Issue No. 97-11, the Partnership
capitalized approximately $275,000 of internal costs of pre-
acquisition activities which under Issue 97-11 would have been
expensed.
YEAR 2000
The Partnership recognizes that the Year 2000 problem could affect
its operations as well as the proper functioning of the embedded
systems included in the Partnership's properties. In any particular
property, the problem could affect the functioning of elevators,
heating and air conditioning systems, security systems and other
automated building systems. The Partnership continues to evaluate the
Year 2000 readiness of its operations and those of its properties,
through identifying and contacting suppliers of building systems and
other critical business partners to determine if the building systems
are affected and whether these entities have an effective plan in
place to address the Year 2000 issue. The Partnership also continues
to evaluate its own systems to determine the impact of the Year 2000.
The Partnership has completed the process of inventorying and
evaluating the existing properties' systems and intends to continue
to inventory and assess the
- 16 -
<PAGE>
systems of new properties as developed and acquired. The Partnership
has developed a work plan detailing the tasks and resources required
to ready its and its properties' operations and systems for the Year
2000. This work plan includes prioritization of all systems and
appropriate timetables for the necessary remediation and testing of
these systems, as well as contingency plans if readiness cannot be
achieved. Contingency plans generally provide for obtaining or
allowing for alternative access, limited electrical service, security
and other basic services. In addition, in many cases the Partnership
will be relying on statements from outside vendors as to the Year
2000 readiness of their systems, and will not, in most circumstances,
attempt any independent verification. Based on the information
prepared by the Partnership or received to date, the Partnership
expects that the costs to achieve Year 2000 readiness will not be
material. The Partnership expects to pass on most of the costs to
achieve Year 2000 readiness in any particular property to the
tenants, and will otherwise expense the costs as incurred.
There can be no assurance that the Partnership will be able to
identify and correct all aspects of the Year 2000 problem that affect
it in sufficient time, that its contingency plans or that the costs
of achieving Year 2000 readiness will not be material. The
Partnership, however, does not currently expect the Year 2000 problem
will have a material impact on the Partnership's business,
operations, or financial condition.
<PAGE>
-17-
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
--------------------------
None
Item 2. Changes in Securities
------------------------------
None
Item 3. Defaults upon Senior Securities
----------------------------------------
None
Item 4. Submission of Matters to a Vote of Security Holders
------------------------------------------------------------
None.
Item 5. Other Information
--------------------------
When used in this Form 10-Q, the words "believes," "expects,"
"estimates" and similar expressions are intended to identify
forward looking-statements. Such statements are subject to
certain risks and uncertainties which 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 illiquidity of real estate
investments. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
hereof. The Partnership undertakes no obligation to publicly
release the results of any revisions to these forward-looking
statements which may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of
unanticipated events. Readers are also advised to refer to the
Partnership's Form 8-K Report as filed with the U.S. Securities
and Exchange Commission on March 29, 1996 for additional
information concerning these risks.
Item 6. Exhibits and Reports on Form 8-K
-----------------------------------------
Exhibits
The following exhibits are filed or incorporated by reference as a
part of this report:
Exhibit 15. Letter regarding unaudited interim financial information
Exhibit 27. Financial Data Schedule (EDGAR Filing Only)
Reports on Form 8-K
----------------------
None.
-18-
<PAGE>
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 Investments, Inc.,
General Partner
Registrant
Date: November 12, 1998 /s/ Thomas L. Hefner
----------------- ----------------------------------
President and
Chief Executive Officer
/s/ Darell E. Zink, Jr.
----------------------------------
Executive Vice President and
Chief Financial Officer
/s/ Dennis D. Oklak
----------------------------------
Executive Vice President and
Chief Administrative Officer
- 19-
Exhibit 15
The Partners
Duke Realty Limited Partnership:
Gentlemen:
RE: Registration Statement No. 33-61361, 333-04695, and 333-26845
With respect to the subject registration statement, we
acknowledge our awareness of the use therein of our report
dated October 30, 1998 related to our review of interim
financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933,
such report is not considered a part of a registration
statement prepared or certified by an accountant, or a report
prepared or certified by an accountant within the meaning of
sections 7 and 11 of the Act.
KPMG Peat Marwick LLP
Indianapolis, Indiana
November 9, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM DUKE
REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES SEPTEMBER 30, 1997 CONSOLIDATED
FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 173,910
<SECURITIES> 0
<RECEIVABLES> 35,044
<ALLOWANCES> (1,236)
<INVENTORY> 0
<CURRENT-ASSETS> 207,081
<PP&E> 1,767,739
<DEPRECIATION> (103,236)
<TOTAL-ASSETS> 1,927,455
<CURRENT-LIABILITIES> 95,058
<BONDS> 596,239
0
0
<COMMON> 0
<OTHER-SE> 1,235,992
<TOTAL-LIABILITY-AND-EQUITY> 1,927,455
<SALES> 0
<TOTAL-REVENUES> 176,745
<CGS> 89,536
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 8,557
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 28,247
<INCOME-PRETAX> 51,430
<INCOME-TAX> 0
<INCOME-CONTINUING> 51,430
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 51,430
<EPS-PRIMARY> $.73
<EPS-DILUTED> $.72
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES SEPTEMBER 30, 1998
CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 21,488
<SECURITIES> 0
<RECEIVABLES> 59,927
<ALLOWANCES> (1,558)
<INVENTORY> 0
<CURRENT-ASSETS> 93,719
<PP&E> 2,642,509
<DEPRECIATION> (161,649)
<TOTAL-ASSETS> 2,651,091
<CURRENT-LIABILITIES> 143,709
<BONDS> 1,027,045
0
0
<COMMON> 0
<OTHER-SE> 1,479,848
<TOTAL-LIABILITY-AND-EQUITY> 2,651,091
<SALES> 0
<TOTAL-REVENUES> 275,031
<CGS> 139,218
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 15,054
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 43,926
<INCOME-PRETAX> 76,833
<INCOME-TAX> 0
<INCOME-CONTINUING> 76,833
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 76,833
<EPS-PRIMARY> $.85
<EPS-DILUTED> $.84
</TABLE>
