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 March 31, 1999
--------------
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 1200
----------------------------------
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 May 7, 1999 was
8,867,272.
<PAGE>
DUKE REALTY LIMITED PARTNERSHIP
INDEX
PART I - FINANCIAL INFORMATION PAGE
- ------------------------------ ----
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance
Sheets as of March 31, 1999 (Unaudited)
and December 31, 1998 2
Condensed Consolidated Statements of
Operations for the three months ended
March 31, 1999 and 1998 (Unaudited) 3
Condensed Consolidated Statements of
Cash Flows for the three months ended
March 31, 1999 and 1998 (Unaudited) 4
Condensed Consolidated Statement of
Partners' Equity for the three months
ended March 31, 1999 (Unaudited) 5
Notes to Condensed Consolidated Financial
Statements (Unaudited) 6-10
Independent Accountants' Review Report 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 12-20
PART II - OTHER INFORMATION
- ----------------------------
Item 1. Legal Proceedings 21
Item 2. Changes in Securities 21
Item 3. Defaults Upon Senior Securities 21
Item 4. Submission of Matters to a Vote
of Security Holders 21
Item 5. Other Information 21
Item 6. Exhibits and Reports on Form 8-K 22
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
MARCH 31, December 31,
1999 1998
ASSETS ---------- ------------
------ (UNAUDITED)
<S> <C> <C>
Real estate investments:
Land and improvements $ 333,005 $ 312,022
Buildings and tenant improvements 2,205,621 2,091,757
Construction in progress 182,266 185,950
Investments in unconsolidated companies 115,527 125,746
Land held for development 185,507 146,911
--------- ---------
3,021,926 2,862,386
Accumulated depreciation (188,856) (179,887)
--------- ---------
Net real estate investments 2,833,070 2,682,499
Cash and cash equivalents 34,981 6,626
Accounts receivable from tenants,
net of allowance of $540 and $896 8,562 9,641
Straight-line rent receivable, net of
allowance of $841 21,664 20,332
Receivables on construction contracts 57,933 29,162
Deferred financing costs, net of
accumulated amortization of $12,187
and $11,064 12,864 11,316
Deferred leasing and other costs, net
of accumulated amortization of $15,913
and $16,838 52,642 53,281
Escrow deposits and other assets 47,290 41,205
--------- ---------
$3,069,006 $2,854,062
========= =========
LIABILITIES AND PARTNERS' EQUITY
--------------------------------
Indebtedness:
Secured debt $333,560 $ 326,317
Unsecured notes 715,000 590,000
Unsecured line of credit 65,000 91,000
--------- ---------
1,113,560 1,007,317
Construction payables and amounts
due subcontractors 49,692 55,012
Accounts payable 2,783 4,836
Accrued expenses:
Real estate taxes 39,750 36,075
Interest 9,444 10,329
Other expenses 16,629 21,676
Other liabilities 26,392 21,928
Tenant security deposits and prepaid rents 22,005 18,534
--------- ---------
Total liabilities 1,280,255 1,175,707
--------- ---------
Minority interest 501 367
--------- ---------
Partners' equity:
General partner:
Common equity 1,236,437 1,223,260
Preferred equity (liquidation
preference of $460,000) 444,885 348,366
--------- ---------
1,681,322 1,571,626
Limited partners' common equity 106,928 106,362
--------- ---------
Total partners' equity 1,788,250 1,677,988
--------- ---------
$3,069,006 $2,854,062
========= =========
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements
- 2 -
<PAGE>
DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31
(IN THOUSANDS, EXCEPT PER UNIT AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
RENTAL OPERATIONS
Revenues:
Rental income $ 99,479 $76,835
Equity in earnings of
unconsolidated companies 2,508 2,841
------- ------
101,987 79,676
------- ------
Operating expenses:
Rental expenses 18,626 13,845
Real estate taxes 10,817 7,834
Interest expense 15,991 12,879
Depreciation and amortization 20,454 14,260
------- ------
65,888 48,818
------- ------
Earnings from rental operations 36,099 30,858
------- ------
SERVICE OPERATIONS:
Revenues:
Property management, maintenance
and leasing fees 3,626 3,037
Construction management and
development fees 8,347 1,559
Other income 294 304
------- -------
12,267 4,900
------- -------
Operating expenses:
Payroll 3,717 2,883
Maintenance 795 604
Office and other 2,719 518
------- ------
7,231 4,005
------- ------
Earnings from service operations 5,036 895
------- ------
General and administrative expense (3,615) (2,340)
------- ------
Operating income 37,520 29,413
OTHER INCOME (EXPENSE):
Interest income 599 177
Earnings from property sales 2,314 586
Other expense (232) (31)
Minority interest in earnings
of unitholders (430) -
------- -----
Net income 39,771 30,145
Dividends on preferred units (8,842) (4,703)
------- ------
Net income available for common
unitholders $ 30,929 $25,442
======= ======
Net income per common unit:
Basic $ .32 $ .29
======= ======
Diluted $ .32 $ .29
======= ======
Weighted average number of
common units outstanding 97,198 87,650
====== ======
Weighted average number of
common and dilutive
potential common units 98,094 88,596
====== ======
</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 THREE MONTHS ENDED MARCH 31,
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 39,771 $30,145
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation of buildings and tenant
improvements 18,260 12,650
Amortization of deferred financing costs 356 354
Amortization of deferred leasing and other costs 2,194 1,610
Minority interest in earnings 430 -
Straight-line rental income (1,770) (1,416)
Earnings from property sales (2,314) (586)
Construction contracts, net (34,091) (5,135)
Other accrued revenues and expenses, net 9,253 3,083
Equity in earnings in excess of distributions
received from unconsolidated companies (21) (2,085)
-------- ------
NET CASH PROVIDED BY OPERATING ACTIVITIES 32,068 38,620
-------- ------
Cash flows from investing activities:
Rental property development costs (67,163) (48,522)
Acquisition of rental properties (54,854) (36,573)
Acquisition of land held for development and
infrastructure costs (47,809) (8,310)
Recurring costs:
Tenant improvements (3,148) (2,106)
Leasing commissions (2,706) (1,197)
Building improvements (259) (692)
Other deferred leasing costs (3,288) (3,370)
Other deferred costs and other assets (4,654) (2,588)
Proceeds from property sales, net 8,003 1,177
Other distributions received from unconsolidated
companies 16,802 -
Net investment in and advances to unconsolidated
companies (7,993) (6,870)
------- -------
NET CASH USED BY INVESTING ACTIVITIES (167,069) (109,051)
------- -------
Cash flows from financing activities:
Contributions from general partner 110,376 42,560
Proceeds from indebtedness 125,000 100,000
Repayments on lines of credit, net (26,000) (20,000)
Payments on indebtedness including principal
amortization (1,873) (4,021)
Distributions to partners (33,032) (26,176)
Distributions to preferred unitholders (8,842) (4,703)
Distributions to minority interest (296) (193)
Deferred financing costs (1,977) 1,356
------- -------
NET CASH PROVIDED BY FINANCING ACTIVITIES 163,356 88,823
------- -------
NET INCREASE IN CASH AND CASH EQUIVALENTS 28,355 18,392
------- -------
Cash and cash equivalents at beginning of period 6,626 10,372
------- -------
Cash and cash equivalents at end of period $ 34,981 $ 28,764
======= =======
</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 THREE MONTHS ENDED MARCH 31, 1999
(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, 1998 $1,223,260 $348,366 $106,362 $1,677,988
Net income 27,395 8,842 3,534 39,771
Capital contribution from
General Partner 14,624 96,519 - 111,143
Acquisition of Partnership
interest for common stock
of Duke Realty
Investments, Inc. 507 - - 507
Acquisition of property in
exchange for Limited
Partner Units - - 715 715
Distributions to preferred
unitholders - (8,842) - (8,842)
Distributions to partners
($.34 per Common Unit) (29,349) - (3,683) (33,032)
--------- ------- ------- ---------
BALANCE AT MARCH 31, 1999 $1,236,437 $444,885 $106,928 $1,788,250
========= ======= ======= =========
COMMON UNITS OUTSTANDING
AT MARCH 31, 1999 86,745 10,809 97,554
========= ======= =========
</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 88.9% of the Partnership
at March 31, 1999. 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 shares 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 shares 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
("LOC") which is available to fund the development and acquisition of
additional rental properties and to provide working capital. The LOC
matures in April 2001 and bears interest payable monthly at the 30-day
London Interbank Offered Rate ("LIBOR") plus .80%. As part of the
current LOC agreement, the Partnership has
- 6 -
<PAGE>
the option to obtain borrowings from the financial institutions which
participate in the LOC at rates lower than LIBOR plus .80%, subject to
certain restrictions. Amounts outstanding on the LOC at March 31, 1999 are at
LIBOR plus.675% to .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 $972,000 and $600,000 for such services for the three months ended
March 31, 1999 and 1998, 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 Unitholders by the weighted average number of Common Units
outstanding for the period. Diluted net income per Common Unit is computed by
dividing the sum of net income available for Common Unitholders 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 months ended March 31:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Basic net income available for Common Unitholders $30,929 $25,442
====== ======
Weighted average Common Units outstanding 97,198 87,650
Dilutive units for long-term compensation plans 896 946
------ ------
Weighted average number of Common Units and dilutive
potential Common Units 98,094 88,596
====== ======
</TABLE>
The Preferred D Series Convertible equity was anti-dilutive at March 31,
1999; therefore, no conversion to Common Units is included in weighted units
outstanding.
5. SEGMENT REPORTING
The Partnership is engaged in four operating segments; the ownership and
rental of office, industrial and retail real estate investments and the
providing of various real estate services such as property management,
maintenance, leasing and construction management to third-party property
owners ("Service Operations"). The Partnership's reportable segments offer
different products or services and are managed separately because each
requires different operating strategies and management expertise. There are
no material intersegment sales or transfers.
Non-segment revenue to reconcile to total revenue consists mainly of equity
in earnings of joint ventures. Non-segment assets to reconcile to total
assets consists of corporate assets including cash, deferred financing costs
and investments in unconsolidated subsidiaries.
- 7 -
<PAGE>
The Partnership assesses and measures segment operating results based on a
performance measure referred to as Funds From Operations ("FFO"). The
National Association of Real Estate Investment Trusts defines FFO as net
income or loss, excluding gains or losses from debt restructuring and sales
of property, plus depreciation and amortization and adjustments for minority
interest and unconsolidated companies on the same basis. FFO is not a measure
of operating results or cash flows from operating activities as measured by
generally accepted accounting principles, is not necessarily indicative of
cash available to fund cash needs and should not be considered an alternative
to cash flows as a measure of liquidity. Interest expense and other non-
property specific revenues and expenses are not allocated to individual
segments in determining the Partnership's performance measure.
The revenues and FFO for each of the reportable segments for the three months
ended March 31, 1999 and 1998 and the assets for each of the reportable
segments as of March 31, 1999 and December 31, 1998 are summarized as
follows:
<TABLE>
<CAPTION>
MARCH 31, MARCH 31,
1999 1998
-------- --------
<S> <C> <C>
Revenues
- --------
Rental Operations
Office Properties $ 59,651 $49,517
Industrial Properties 32,570 22,553
Retail Properties 5,805 5,024
Service Operations 12,267 4,900
------- ------
Total Segment Revenues 110,293 81,994
Non-Segment Revenue 3,961 2,582
------- ------
Consolidated Revenue $114,254 $84,576
======= ======
Funds From Operations
- ----------------------
Rental Operations:
Office $41,214 $35,366
Industrial 24,759 18,001
Retail 4,605 4,132
Services Operations 5,036 895
------ ------
Total Segment FFO 75,614 58,394
Non-Segment FFO:
Interest expense (15,991) (12,879)
Interest income 599 177
General and administrative expense (3,615) (2,340)
Other expenses (773) (2,591)
Minority interest in earnings (430) -
Joint venture FFO 4,022 3,640
Dividends on preferred shares (8,842) (4,703)
------ ------
Consolidated FFO 50,584 39,698
Depreciation and amortization (20,454) (14,260)
Share of joint venture adjustments (1,515) (582)
Earnings from property sales 2,314 586
------ ------
Net Income Available for Common
Shareholders $ 30,929 $25,442
====== ======
</TABLE>
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
-------- -----------
<S> <C> <C>
Assets
- ------
Rental Operations:
Office Properties $1,475,609 $1,409,162
Industrial Properties 1,000,323 907,656
Retail Properties 165,479 161,675
Service Operations 47,902 55,268
--------- ---------
Total Segment Assets 2,689,313 2,533,761
Non-Segment Assets 379,693 320,301
--------- ---------
Consolidated Assets $3,069,006 $2,854,062
========= =========
</TABLE>
- 8 -
<PAGE>
6. PARTNERS' EQUITY
The following series of preferred equity is outstanding as of March 31, 1999
(in thousands, except percentages):
<TABLE>
<CAPTION>
Units Dividend Redemption Liquidation Book Value
Description Outstanding Rate Date Preference At 3/31/99 Convert.
- ----------- ----------- -------- ---------- ----------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Preferred A
Series 300 9.100% 08/31/01 $ 75,000 $ 72,288 No
Preferred B
Series 300 7.990% 09/30/07 150,000 146,050 No
Preferred D
Series 540 7.375% 12/31/03 135,000 129,460 Yes
Preferred E
Series 400 8.250% 01/20/04 100,000 96,519 No
</TABLE>
All series of preferred equity require cumulative distributions, have no
stated maturity date, and the redemption price of each series may only be
paid from the proceeds of other capital contributions of the General Partner,
which may include other classes or series of preferred equity.
The Preferred Series D equity is convertible at a conversion rate of 9.3677
Common Units for each preferred unit outstanding.
The dividend rate on the Preferred B Series equity increases to 9.99% after
September 12, 2012.
7. MERGER WITH WEEKS CORPORATION
On March 1, 1999, the General Partner announced that it entered into an
Agreement and Plan of Merger, dated as of February 28, 1999 (the "Merger
Agreement"), with Weeks Corporation ("Weeks"), pursuant to which Weeks and
its consolidated subsidiary, Weeks Realty L.P. ("Weeks Operating
Partnership"), will merge with and into the General Partner and the
Partnership. Weeks is a self-administered, self-managed, geographically
focused REIT that was organized in 1994. As of December 31, 1998, its in-
service property portfolio consisted of 300 industrial properties, 34
suburban office properties and five retail properties comprising 28.1 million
square feet. As of December 31, 1998, the Weeks primary markets and the
concentration of its portfolio (based on square footage of in-service
properties) were Atlanta, Georgia; Nashville, Tennessee; Miami, Florida;
Raleigh-Durham-Chapel Hill (the "Research Triangle"), North Carolina;
Dallas/Ft. Worth, Texas; Orlando, Florida; and Spartanburg, South Carolina.
In addition, 31 industrial, suburban office and retail properties were under
development, in lease-up or under agreement to acquire at December 31, 1998,
comprising an additional 3.4 million square feet. At December 31, 1998, the
Weeks Operating Partnership had approximately 7.3 million Common Units
outstanding, and approximately $654 million aggregate principal amount of
outstanding indebtedness. In the merger, each outstanding Common Unit of
Weeks Operating Partnership will be converted into the right to receive 1.38
Common Units of the Partnership and each outstanding unit of 8.0% Series A
Cumulative Redeemable Preferred Equity of Weeks Operating Partnership will be
converted into the right to receive one preference unit of the Partnership
representing 1/1000 of a unit of 8.0% Series F Cumulative Redeemable
Preferred Equity of the Partnership. The terms of the Partnership's
preference units to be issued in the merger will be substantially identical
to the terms of the Weeks Operating Partnership Series A preferred equity.
The merger of the Weeks Operating Partnership into the Partnership is
expected to qualify as a tax-free reorganization and will be accounted for
under the purchase method of accounting. The transactions are expected to
close in the second or third quarter of 1999, subject to receipt of necessary
approvals by the shareholders of both the General Partner and Weeks
Corporation and satisfaction of customary closing conditions.
- 9 -
<PAGE>
If the merger between the Partnership and the Weeks Operating Partnership is
consummated as expected, the combined company will have significant
operations and assets located is southeastern markets where the Partnership
and its management have not traditionally operated or owned assets. Since
substantially all of the member of the Weeks Operating Partnership management
are expected to remain with the combined company for the foreseeable future
after the merger, the Partnership expects to have the necessary expertise to
operate successfully in the new markets. The combined company's operating
performance will, however, be exposed to the general economic conditions of
its new markets and could be adversely affected if conditions, such as an
oversupply of space or a reduction in demand for the types of properties
supplied by the combined company, become unfavorable.
8. SUBSEQUENT EVENTS
On April 21, 1999, a quarterly distribution of $.34 per Common Unit was
declared, payable on May 28, 1999, to common unitholders of record on May 13,
1999.
On April 21, 1999, a quarterly distribution of $.56875 per depositary unit of
Series A Cumulative Preferred Units was declared, payable on May 28, 1999, to
preferred unitholders of record on May 14, 1999.
On April 21, 1999, a quarterly distribution of $.99875 per depositary unit of
Series B Cumulative Step-up Redeemable Preferred Units was declared, payable
on June 30, 1999, to preferred unitholders of record on June 16, 1999
On April 21, 1999, a quarterly distribution of $.46094 per depositary unit of
Series D Convertible Redeemable Preferred Units was declared, payable on June
30, 1999, to preferred unitholders of record on June 16, 1999.
On April 21, 1999, a quarterly distribution of $.51563 per depositary unit of
Series E Cumulative Redeemable Preferred Units was declared, payable on June
30, 1999, to preferred unitholders of record on June 16, 1999.
- 10 -
<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 March 31, 1999, the related
condensed consolidated statements of operations for the three months ended
March 31, 1999 and 1998, the related condensed consolidated statements of
cash flows for the three months ended March 31, 1999 and 1998, and the
related condensed consolidated statement of partners' equity for the three
months ended March 31, 1999. 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, 1998, 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, 1999 (except as to
note 12, which is as of March 1, 1999), 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, 1998 is fairly presented, in all material respects, in relation
to the consolidated balance sheet from which it has been derived.
KPMG LLP
Indianapolis, Indiana
May 3, 1999
- 11 -
<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 in its Midwestern markets at comparable levels
and also expects to be able to increase rental rates in these markets 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 markets
(see discussion of Weeks merger below).
The following table sets forth information regarding the Partnership's in-
service portfolio of rental properties as of March 31, 1999 and 1998 (in
thousands, except percentages):
<TABLE>
<CAPTION>
Total Percent of
Square Feet Total Square Feet Percent Occupied
---------------- ----------------- ----------------
Type 1999 1998 1999 1998 1999 1998
- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
INDUSTRIAL
Service Centers 6,771 4,546 12.2% 10.4% 92.2% 92.2%
Bulk 32,295 26,093 58.2 59.6 94.4% 92.8%
OFFICE
Suburban 13,258 10,418 23.9 23.8 95.0% 96.3%
CBD 861 699 1.6 1.6 93.9% 95.2%
RETAIL 2,288 2,041 4.1 4.6 93.8% 95.3%
------ ------ ---- ----
Total 55,473 43,797 100.0% 100.0% 94.3% 93.7%
====== ====== ===== =====
</TABLE>
Management expects occupancy of the in-service property portfolio to remain
stable because (i) only 9.6% and 9.4% of the Partnership's occupied square
footage is subject to leases expiring in the remainder of 1999 and in 2000,
respectively, and (ii) the Partnership's renewal percentage averaged 69%,
81%, 80% in 1998, 1997 and 1996, respectively.
- 12 -
<PAGE>
The following table reflects the Partnership's in-service portfolio lease
expiration schedule as of March 31, 1999 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 Cont Sq Cont Sq Cont Sq Cont
Exp Ft Rent Ft Rent Ft Rent Ft Rent
- ----- ----- ------ ----- ------ ---- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1999 3,783 $ 14,507 1,150 $ 12,779 89 $ 852 5,022 $ 28,138
2000 3,358 14,530 1,421 17,545 118 1,450 4,897 33,525
2001 3,978 16,932 1,808 22,753 91 1,053 5,877 40,738
2002 4,360 18,840 1,721 19,827 129 1,531 6,210 40,198
2003 3,918 18,277 1,476 19,495 145 1,554 5,539 39,326
2004 2,852 12,280 1,139 15,729 38 419 4,029 28,428
2005 3,419 10,775 1,081 15,143 225 1,970 4,725 27,888
2006 2,280 9,049 767 11,059 8 108 3,055 20,216
2007 2,340 7,630 501 7,128 76 557 2,917 15,315
2008 2,829 10,315 450 6,116 46 614 3,325 17,045
2009
and
There-
after 3,619 15,328 1,885 26,202 1,181 10,426 6,685 51,956
------ ------- ------ ------- ----- ------ ------ -------
Total
Leased 36,736 $148,463 13,399 $173,776 2,146 $20,534 52,281 $342,773
====== ======= ====== ======= ===== ====== ====== =======
Total
Port-
folio
Sq Ft 39,066 14,119 2,288 55,473
====== ====== ===== ======
Annualized
net
effective
rent per
sq ft $4.04 $12.97 $9.57 $6.56
==== ===== ==== ====
</TABLE>
This stable occupancy, along with stable rental rates in each of the
Partnership's Midwestern 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 markets (see discussion of Weeks merger below); and (iii) the
completion of the 5.7 million square feet of properties under development by
the Partnership at March 31, 1999 over the next three quarters and
thereafter. The 5.7 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>
2nd Quarter 1999 2,336 46% $112,347 11.3%
3rd Quarter 1999 1,444 30% 90,383 11.6%
4th Quarter 1999 900 77% 51,188 11.1%
Thereafter 1,033 50% 126,595 10.6%
----- -------
5,713 48% $380,513 11.1%
===== =======
</TABLE>
- 13 -
<PAGE>
RESULTS OF OPERATIONS
- ----------------------
Following is a summary of the Partnership's operating results and property
statistics for the three months ended March 31, 1999 and 1998 (in thousands,
except number of properties and per share amounts):
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Rental Operations revenue $101,987 $79,676
Service Operations revenue 12,267 4,900
Earnings from Rental Operations 36,099 30,858
Earnings from Service Operations 5,036 895
Operating income 37,520 29,413
Net income available for common shares $ 30,929 $25,442
Weighted average common shares outstanding 97,198 87,650
Weighted average common and dilutive potential
common shares 98,094 88,596
Basic income per common share $ .32 $ .29
Diluted income per common share $ .32 $ .29
Number of in-service properties at end of period 474 381
In-service square footage at end of period 55,473 43,797
Under development square footage at end of period 5,713 4,294
</TABLE>
COMPARISON OF THREE MONTHS ENDED MARCH 31, 1999 TO THREE MONTHS ENDED
MARCH 31, 1998
- ---------------------------------------------------------------------
Rental Operations
- -----------------
The Partnership increased its in-service portfolio of rental properties from
381 properties comprising 43.8 million square feet at March 31, 1998 to 474
properties comprising 55.5 million square feet at March 31, 1999 through the
acquisition of 62 properties totaling 5.7 million square feet and the
completion of 34 properties and seven building expansions totaling 6.1
million square feet developed by the Partnership. The Partnership also
disposed of three properties totaling 116,000 square feet. These 93 net
additional rental properties primarily account for the $22.3 million increase
in revenues from Rental Operations from 1998 to 1999. The increase from 1998
to 1999 in rental expenses, real estate taxes and depreciation and
amortization expense is also a result of the additional 93 in-service rental
properties.
Interest expense increased by approximately $3.1 million from $12.9 million
for the three months ended March 31, 1998 to $16.0 million for the three
months ended March 31, 1999 primarily as a result of additional unsecured
debt issued in the second quarter of 1998 to fund the development and
acquisition of additional rental properties as well as $125.0 million of
unsecured debt issued in the first quarter of 1999 to fund development and
acquisition activity.
As a result of the above-mentioned items, earnings from rental operations
increased $5.2 million from $30.9 million for the three months ended March
31, 1998 to $36.1 million for the three months ended March 31, 1999.
Service Operations
- ------------------
Service Operation revenues increased by $7.4 million from $4.9 million for
the three months ended March 31, 1998 to $12.3 million for the three months
ended March 31, 1999 primarily as a result of increases in construction
management fee revenue due to an increase in third-party construction volume,
particularly a 265,000 square foot suburban office build-to-suit building
which incurred substantial volume in the first quarter.
- 14 -
<PAGE>
Service Operations operating expenses increased from $4.0 million to $7.2
million for the three months ended March 31, 1999 as compared to the three
months ended March 31, 1998 primarily as a result of an increase in
construction activity and an increase in income taxes resulting from the
growth in net income related to third party construction.
As a result of the above-mentioned items, earnings from Service Operations
increased from $895,000 for the three months ended March 31, 1998 to $5.0
million for the three months ended March 31, 1999.
General and Administrative Expense
- ----------------------------------
General and administrative expense increased from $2.3 million for the three
months ended March 31, 1998 to $3.6 million for the three months ended March
31, 1999 primarily as a result of internal acquisition costs which are no
longer permitted to be capitalized being charged to general and
administrative expense as well as an increase in state and local taxes due to
the overall growth of the Partnership.
Net Income Available for Common Unitholders
- -------------------------------------------
Net income available for common unitholders for the three months ended March
31, 1999 was $30.9 million compared to net income available for common
unitholders of $25.4 million for the three months ended March 31, 1998. 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 $32.1 million and $38.6
million for the three months ended March 31, 1999 and 1998, respectively,
represents the primary source of liquidity to fund distributions to
shareholders, 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.
Net cash used by investing activities totaling $167.1 million and $109.1
million for the three months ended March 31, 1999 and 1998, 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.
Net cash provided by financing activities totaling $163.4 million and $88.8
million for the three months ended March 31, 1999 and 1998, respectively, is
comprised of debt and equity issuances, net of distributions to shareholders
and minority interests and repayments of outstanding indebtedness. In the
first quarter of 1999, the Partnership received $13.9 million of net proceeds
from the issuance of common shares and $96.5 million of net proceeds from a
preferred stock offering. The Partnership also issued $125.0 million of
unsecured debt. The Partnership used the net proceeds to reduce amounts
outstanding under the Partnership's lines of credit and to fund the
development and acquisition of additional rental properties.
In the first quarter of 1998, the Partnership received $42.6 million of net
proceeds from the issuance of common shares and issued $100.0 million of
unsecured debt. The Partnership used the net proceeds to reduce amounts
outstanding under the Partnership's lines of credit and to fund the
development and acquisition of additional rental properties.
- 15 -
<PAGE>
The Partnership has a $450 million LOC 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 .80%. As part of the current LOC agreement,
the Partnership has the option to obtain borrowings from the financial
institutions which participate in the LOC at rates lower than LIBOR plus
.80%, subject to certain restrictions. Amounts outstanding on LOC at March
31, 1999 are at LIBOR plus .675% to .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 three Form S-3
Registration Statements with the Securities and Exchange Commission ("Shelf
Registrations") which had remaining availability as of March 31, 1999 of
approximately $742.9 million to issue common stock, 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 March 31, 1999 consists of notes totaling
$1.114 billion with a weighted average interest rate of 7.21% maturing at
various dates through 2028. The Partnership has $780.0 million of unsecured
debt and $333.6 million of secured debt outstanding at March 31, 1999.
Scheduled principal amortization of such debt totaled $1.9 million for the
three months ended March 31, 1999.
Following is a summary of the scheduled future amortization and maturities of
the Partnership's indebtedness at March 31, 1999 (in thousands):
<TABLE>
<CAPTION>
Repayments
-------------------------------------- Weighted Average
Scheduled Interest Rate of
Year Amortization Maturities Total Future Repayments
- ---- ------------ ---------- ------- ------------------
<S> <C> <C> <C> <C>
1999 $ 6,876 $ 34,935 $ 41,811 6.24%
2000 6,261 64,850 71,111 6.94%
2001 6,513 140,095 146,608 6.41%
2002 7,077 50,000 57,077 7.41%
2003 5,195 66,144 71,339 8.46%
2004 4,253 177,035 181,288 7.42%
2005 4,617 100,000 104,617 7.50%
2006 5,021 100,000 105,021 7.09%
2007 4,601 14,939 19,540 7.81%
2008 4,071 100,000 104,071 6.77%
There-
after 36,077 175,000 211,077 6.81%
------ --------- ---------
Total $90,562 $1,022,998 $1,113,560 7.21%
====== ========= =========
</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 adjustments for minority interest and
unconsolidated companies (adjustments for minority interest and
unconsolidated companies are calculated to reflect FFO on the same basis), is
the industry standard for reporting the operations of real estate investment
trusts.
- 16 -
<PAGE>
The following table reflects the calculation of the Partnership's FFO for the
three months ended March 31 as follows (in thousands):
<TABLE>
<CAPTION>
1999 1998
------ ------
<S> <C> <C>
Net income available for common shares $ 30,929 $ 25,442
Add back:
Depreciation and amortization 20,454 14,260
Share of joint venture adjustments 1,515 582
Earnings from property sales (2,314) (586)
------- -------
FUNDS FROM OPERATIONS $ 50,584 $ 39,698
======= =======
CASH FLOW PROVIDED BY (USED BY):
Operating activities $ 32,068 $ 38,620
Investing activities (167,069) (109,051)
Financing activities 163,356 88,823
</TABLE>
The increase in FFO for the three months ended March 31, 1999 compared to the
three months ended March 31, 1998 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.
MERGER WITH WEEKS CORPORATION
On March 1, 1999, the General Partner announced that it entered into an
Agreement and Plan of Merger, dated as of February 28, 1999 (the "Merger
Agreement"), with Weeks Corporation ("Weeks"), pursuant to which Weeks and
its consolidated subsidiary, Weeks Realty L.P. ("Weeks Operating
Partnership"), will merge with and into the General Partner and the
Partnership. Weeks is a self-administered, self-managed, geographically
focused REIT that was organized in 1994. As of December 31, 1998, its in-
service property portfolio consisted of 300 industrial properties, 34
suburban office properties and five retail properties comprising 28.1 million
square feet. As of December 31, 1998, the Weeks primary markets and the
concentration of its portfolio (based on square footage of in-service
properties) were Atlanta, Georgia; Nashville, Tennessee; Miami, Florida;
Raleigh-Durham-Chapel Hill (the "Research Triangle"), North Carolina;
Dallas/Ft. Worth, Texas; Orlando, Florida; and Spartanburg, South Carolina.
In addition, 31 industrial, suburban office and retail properties were under
development, in lease-up or under agreement to acquire at December 31, 1998,
comprising an additional 3.4 million square feet. At December 31, 1998, the
Weeks Operating Partnership had approximately 7.3 million Common Units
outstanding, and approximately $654 million aggregate principal amount of
outstanding indebtedness. In the merger, each outstanding Common Unit of
Weeks Operating Partnership will be converted into the right to receive 1.38
Common Units of the Partnership and each outstanding unit of 8.0% Series A
Cumulative Redeemable Preferred Equity of Weeks Operating Partnership will be
converted into the right to receive one preference unit of the Partnership
representing 1/1000 of a unit of 8.0% Series F Cumulative Redeemable
Preferred Equity of the Partnership. The terms of the Partnership's
preference units to be issued in the merger will be identical to the terms of
the Weeks Operating Partnership Series A preferred equity. The merger of the
Weeks Operating Partnership into the Partnership is expected to qualify as a
tax-free reorganization and will be accounted for under the purchase method
of accounting.
- 17 -
<PAGE>
The transactions are expected to close in the second or third quarter of
1999, subject to receipt of necessary approvals by the shareholders of both
the General Partner and Weeks Corporation and satisfaction of customary
closing conditions.
If the merger between the Partnership and the Weeks Operating Partnership is
consummated as expected, the combined company will have significant
operations and assets located is southeastern markets where the Partnership
and its management have not traditionally operated or owned assets. Since
substantially all of the member of the Weeks Operating Partnership management
are expected to remain with the combined company for the foreseeable future
after the merger, the Partnership expects to have the necessary expertise to
operate successfully in the new markets. The combined company's operating
performance will, however, be exposed to the general economic conditions of
its new markets and could be adversely affected if conditions, such as an
oversupply of space or a reduction in demand for the types of properties
supplied by the combined company, become unfavorable.
YEAR 2000
The Year 2000 problem, which is commonly referred to as Y2K, refers to the
inability of certain computer programs to recognize the year 2000 and other
key dates thus resulting in a variety of possible problems including data
corruption and total system failures. Commonly thought of as a mainframe
computer problem, the Year 2000 problem can also affect software and embedded
microchips which run systems that control building functions, such as
elevators, security (including access), heating, ventilation and air
conditioning and fire protection. The Partnership is committed to ensuring
the highest level of tenant satisfaction reasonably possible and clearly
recognizes the importance to our tenants, as well as the General Partner's
shareholders, of having in place a plan to identify, understand and address
the many issues and challenges presented by the Year 2000 problem. What
follows is a description of the activities undertaken by the Partnership
to-date.
In February 1998, the Partnership formed a Year 2000 Task Force to address
the Year 2000 problem on a Partnership-wide basis. The Task Force is
comprised of representatives from senior management in the areas of Property
and Asset Management, Construction, Information Systems and Legal. The Board
of Directors and Audit Committee of the Partnership are advised quarterly of
the status of the activities undertaken by the Task Force.
The Partnership adopted a Year 2000 readiness plan for its buildings in
April, 1998 following the basic framework recommended by the Building Owners
and Managers Association. The terms "Year 2000 ready" and "Year 2000
readiness" are often used to describe a computer or building system that will
continue to operate properly prior to, during and after January 1, 2000
(taking into account that the Year 2000 is a leap year) and is thus not
affected by the Year 2000 problem. The Partnership's Year 2000 readiness plan
consists of eight (8) steps focusing on the identification, prioritization
and remediation of potential Year 2000 problems arising from software and
embedded chips located within the building systems at the Partnership's
properties. In any particular property, the problem could affect the
functioning of elevators, heating and air conditioning systems, security
systems, fire and life safety systems and other automated building systems.
Management has identified and inventoried the building systems and equipment
at the Partnership's existing properties to determine which systems or
equipment could be affected by the Year 2000 problem. The inventory has been
entered into a data base containing a readiness status of each such system.
This data base allows Management to quickly monitor ongoing progress related
to the Year 2000 readiness of all affected building systems and equipment.
Under the direction of the Year 2000 Task Force, the property manager of each
building has contacted in writing
- 18 -
<PAGE>
each building system manufacturer or supplier that has supplied an active and
affected building system. Each manufacturer or supplier was sent a
comprehensive questionnaire designed to assess the manufacturer's effort in
assuring that the affected building systems are or, in sufficient time prior
to January 1, 2000, will be Year 2000 ready. Based on the responses received
from the manufacturers and suppliers of the building systems, Management
developed a work plan detailing the tasks and resources required to ready the
operations and systems of the Partnership's properties for the Year 2000. In
many cases the Partnership will be relying on these statements from outside
vendors as to the Year 2000 readiness of their systems, and will not, in most
circumstances, attempt any independent verification. The work plan includes
prioritization and appropriate timetables for the necessary remediation and
testing of affected building systems, as well as the preparation of
contingency plans if Year 2000 readiness can not be achieved. The contingency
planning process is ongoing and such plans continue to be refined as new
information is obtained. The contingency plans generally provide for
obtaining or allowing alternative access, limited electrical and telephone
service and, security and other basic services.
In addition to assessing the readiness of the building systems of the
Partnership's properties, the Partnership has been actively contacting and
monitoring the compliance efforts of utility companies and telecommunication
providers which provide services to the Partnership's properties. The
Partnership is also in the process of contacting the various municipalities
where the Partnership's properties are located to assess the readiness of
these municipalities where the Partnership's properties are located to assess
the readiness of these municipalities to provide fire, police and other
necessary services upon the Year 2000.
The Partnership does not anticipate that the other services provided for the
benefit of our tenants such as janitorial, tenant finish, monthly itemized
billing, and other tenant services will be affected by the Year 2000 problem.
The Partnership is proactively contacting those types of suppliers, vendors
and service providers to make sure that there is no interruption or
discontinuance of any services or products provided for the benefit of our
tenants at the Year 2000. Any negative responses to such inquiries will be
added to the contingency plans.
The Partnership has made Year 2000 readiness an important aspect of its
building acquisition due diligence and inspection process. The Partnership
endeavors to obtain Year 2000 representations from sellers and conducts
inspections of critical systems. Newly acquired facilities are promptly
subjected to the Partnership's eight-step plan and results are added to the
database.
The Partnership has retained a third-party consultant to identify and assess
the Year 2000 readiness of the Partnership's information systems. Such
systems include, but are not limited to, accounting and property management,
network operations, desktop and software applications, internally developed
software and other general information systems and software utilized for
payroll, human resources, budgeting and tenant services. The initial phase of
identification and assessment of the Partnership's information systems is
complete and a timetable for replacement, upgrade of or contingencies for the
foregoing systems, that are not Year 2000 ready, if any, has been developed
and implemented. Because the Partnership's major source of revenue is rental
payments under the leases with its tenants, a failure of any one or all of
the key information systems is not expected to have a material affect on the
Partnership's financial condition or operations and would not excuse the
payment of rents under the leases. Furthermore, the Partnership expects the
information systems within its control to be Year 2000 ready in the Third
Quarter 1999.
Based upon a preliminary cost assessment prepared by the Task Force, the
Partnership has budgeted approximately $100,000 of non-reimbursable expenses
for the upgrade and replacement of building systems, equipment and
information systems having potential Year 2000 related problems.
- 19 -
<PAGE>
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. However, based on the information prepared
by the Partnership or received to date, Management does not currently expect
that the Year 2000 problem will have a material impact on the Partnership's
business, operations or financial condition. This expectation is based on
Management's analysis related to the Year 2000 readiness of the building
systems of the Partnership's properties, our vendors, suppliers, service
providers and tenants, and the Partnership's information systems.
- 20 -
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
- ---------------------------
The Partnership is engaged as a defendant in certain litigation known as
LCI International, Inc. v. Duke Associates No. 70 Limited Partnership,
the Partnership and Duke Realty Investments, Inc., U.S. District Court,
Southern District Court of Ohio, Eastern Division, Case No. C2-98-499.
The action was filed by LCI International, Inc. ("LCI") on May 8, 1998
and arises out of a lease agreement by and between LCI and Duke
Associates No. 70 Limited Partnership dated August 14, 1989, for certain
property located at 4650 Lakehurst Court, Columbus, Ohio. LCI was seeking
a declaratory judgment that the Partnership breached the lease as well as
an award of damages. Specifically, LCI claimed that the Partnership was
liable for net cash flow proceeds and other amounts under the lease. The
Partnership answered the litigation and filed a counterclaim for
declaratory judgment that the Partnership was not in breach of the lease.
The parties have reached a tentative settlement agreement subject to
execution of a definitive settlement and release agreement, amendment to
the lease and the appropriate filings with the Court. The amounts, which
have been preliminarily agreed to by the parties for purposes of
settlement of this matter, will not have a material adverse affect on the
financial condition or operation of the Partnership. As previously
stated, the settlement arrangement is tentative and there can be no
assurance that the parties will be able to reach agreement on final
documentation to evidence the settlement.
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 28, 1996 for additional information
concerning these risks.
- 21 -
<PAGE>
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
--------------------
The Partnership filed Form 8-K on February 12, 1999, to file exhibits in
connection with an unsecured debt offering
-22 -
<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: May 14, 1999 /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
- 23 -
Exhibit 15
- ----------
The Partners
Duke Realty Limited Partnership:
Gentlemen:
RE: Registration Statement No. 333-04695, 333-49911 and 333-26845
With respect to the subject registration statement, we acknowledge
our awareness of the use therein of our report dated May 3, 1999
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 LLP
Indianapolis, Indiana
May 10, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES' MARCH 31, 1999
CONSOLIDATED FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 34,981
<SECURITIES> 0
<RECEIVABLES> 89,540
<ALLOWANCES> (1,381)
<INVENTORY> 0
<CURRENT-ASSETS> 148,766
<PP&E> 3,021,926
<DEPRECIATION> (188,856)
<TOTAL-ASSETS> 3,069,006
<CURRENT-LIABILITIES> 166,695
<BONDS> 1,113,560
0
0
<COMMON> 0
<OTHER-SE> 1,788,250
<TOTAL-LIABILITY-AND-EQUITY> 3,069,006
<SALES> 0
<TOTAL-REVENUES> 117,167
<CGS> 0
<TOTAL-COSTS> 60,975
<OTHER-EXPENSES> 9,272
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15,991
<INCOME-PRETAX> 30,929
<INCOME-TAX> 0
<INCOME-CONTINUING> 30,929
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 30,929
<EPS-PRIMARY> .32
<EPS-DILUTED> .32
</TABLE>
