<PAGE>
As filed with the Securities and Exchange Commission on July 27, 1995
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 27, 1995
DUKE REALTY INVESTMENTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Indiana 1-9044 35-1740409
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
8888 Keystone Crossing, Suite 1200
Indianapolis, Indiana 46240
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (317) 574-3531
NOT APPLICABLE
(Former name or former address changed since last report)
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Item 5. The unaudited financial statements of Duke Realty Limited Partnership
(an 84%-owned subsidiary of Duke Realty Investments, Inc.) as of March
31, 1995 and December 31, 1994 and for three months ended March 31,
1995 and 1994, are being filed as an exhibit to this form.
Item 7. Financial Statements and Exhibits
The following exhibit is filed with this report:
Exhibit
Number
------
99 Unaudited financial statements of Duke Realty Limited Partnership as
of March 31, 1995 and December 31, 1994 and for the three months ended
March 31, 1995 and 1994.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Duke Realty Investments, Inc.
(Registrant)
Date: July 27, 1995 By: /s/ Dennis D. Oklak
------------------------------
Dennis D. Oklak
Vice President and Treasurer
<PAGE>
Exhibit 99
INDEX
Page(s)
-------
Consolidated Balance Sheets, March 31, 1995 (Unaudited)
and December 31, 1994 3
Consolidated Statements of Operations, Three months ended
March 31, 1995 and 1994 (Unaudited) 4
Consolidated Statements of Cash Flows, Three months ended
March 31, 1995 and 1994 (Unaudited) 5
Consolidated Statement of Partners' Equity, Three months ended
March 31, 1995 (Unaudited) 6
Notes to Consolidated Financial Statements (Unaudited) 7 - 8
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<TABLE>
<CAPTION>
DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
March 31, December 31,
1995 1994
---------- -------------
(Unaudited)
ASSETS
<S> <C> <C>
Real estate investments:
Land and improvements $ 76,817 $ 72,758
Buildings and tenant improvements 600,893 580,794
Construction in progress 36,749 22,967
Land held for development 43,936 47,194
--------- --------
758,395 723,713
Accumulated depreciation (42,699) (38,058)
--------- --------
Net real estate investments 715,696 685,655
Cash and cash equivalents 7,805 40,427
Accounts receivable, net of allowance of $456 and $450 4,303 4,257
Accrued straight-line rents, net of allowance of $841 5,717 5,030
Receivables on construction contracts 6,132 7,478
Investments in unconsolidated companies 9,465 8,418
Deferred financing costs, net of accumulated amortization of $2,216 and $1,755 6,058 6,390
Deferred leasing and other costs, net of accumulated amortization of $3,261 and $2,702 13,222 11,845
Escrow deposits and other assets 5,590 6,384
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$ 773,988 $ 775,884
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LIABILITIES AND PARTNERS' EQUITY
Property indebtedness:
Mortgage loans $ 298,497 $ 298,640
Construction payables and amounts due subcontractors 10,446 9,464
Accounts payable 801 869
Accrued real estate taxes 8,476 8,983
Other accrued expenses 2,432 3,174
Other liabilities 3,794 3,564
Tenant security deposits and prepaid rents 4,135 3,472
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Total liabilities 328,581 328,166
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Minority interest 362 420
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Partners' equity 445,045 447,298
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$773,988 $ 775,884
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</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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<TABLE>
<CAPTION>
DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)
For the three For the three
months ended months ended
March 31, 1995 March 31, 1994
-------------- ---------------
<S> <C> <C>
RENTAL OPERATIONS
Revenues:
Rental income $24,929 $20,334
Interest and other income 657 230
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25,586 20,564
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Operating expenses:
Rental expenses 4,997 4,375
Real estate taxes 1,925 1,942
Interest expense 5,145 4,231
Depreciation and amortization 5,592 4,019
General and administrative 527 440
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18,186 15,007
-------- ---------
Earnings from rental operations 7,400 5,557
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SERVICE OPERATIONS
Revenues:
Property management, maintenance and leasing fees 2,476 2,452
Construction management and development fees 1,155 1,639
Interest and other income 204 317
-------- ---------
3,835 4,408
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Operating expenses:
Payroll 1,898 2,123
Maintenance 236 225
Office and other 473 597
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2,607 2,945
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Earnings from service operations 1,228 1,463
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Operating income 8,628 7,020
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Earnings from property sales -- 181
Equity in earnings of unconsolidated companies 439 561
Minority interest in earnings of subsidiaries (193) (356)
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Net income $ 8,874 $ 7,406
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</TABLE>
See accompanying Notes to Consolidated Financial Statements
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<TABLE>
<CAPTION>
DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
For the three For the three
months ended months ended
March 31, 1995 March 31, 1994
-------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 8,874 $ 7,406
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation of buildings and tenant improvements 4,641 3,502
Amortization of deferred financing fees 378 141
Amortization of deferred leasing and other costs 573 376
Minority interest in earnings of subsidiaries 193 356
Straight-line rent adjustment (687) (688)
Allowance for straight-line rent receivable -- 748
Earnings from property sales, net -- (181)
Construction contracts, net 2,328 (845)
Other accrued revenues and expenses, net (360) (841)
Equity in earnings of unconsolidated companies (42) (91)
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NET CASH PROVIDED BY OPERATING ACTIVITIES 15,898 9,883
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Cash flows from investing activities:
Proceeds from property sales -- 895
Building, development and acquisition costs (31,871) (8,230)
Tenant improvements (1,923) (788)
Deferred costs and other assets (1,142) (1,778)
Net repayment of advances to unconsolidated companies (40) --
--------- ---------
NET CASH USED BY INVESTING ACTIVITIES (34,976) (9,901)
--------- ---------
Cash flows from financing activities:
Proceeds from property indebtedness 52 19,099
Payments on property indebtedness (1,755) (11,270)
Distributions to partners (11,461) (9,216)
Distributions to minority interest (251) (262)
Deferred financing costs (129) (360)
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NET CASH USED BY FINANCING ACTIVITIES (13,544) (2,009)
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NET DECREASE IN CASH AND CASH EQUIVALENTS (32,622) (2,027)
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Cash and cash equivalents at end of period $ 7,805 $ 8,038
--------- ---------
--------- ---------
</TABLE>
See accompanying Notes to Consolidated Financial Statements
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<PAGE>
DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF PARTNERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1995
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
<S> <C>
Balance at December 31, 1994 $447,298
Net income 8,874
Capital contribution from Duke Realty Investments, Inc. 27
Acquisition of property in exchange for limited partnership interest 307
Distributions to partners (11,461)
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Balance at March 31, 1995 $445,045
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--------
</TABLE>
See accompanying Notes to Consolidated Financial Statements
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DUKE REALTY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. FINANCIAL STATEMENTS
The interim condensed consolidated financial statements included herein
have been prepared by Duke Realty Limited Partnership (the "Partnership")
without audit. The statements have been prepared in accordance with
generally accepted accounting principles for interim financial information.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of
normal recurring adjustments) considered necessary for a fair presentation
have been included. These financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Partnership's Annual Financial Statements.
THE PARTNERSHIP
Duke Realty Limited Partnership (the "Partnership") was formed on
October 4, 1993, when Duke Realty Investments, Inc. (the "Predecessor
Company") completed the acquisition of substantially all of the
properties and businesses of Duke Associates, a full-service
commercial real estate firm. In connection with the acquisition, the
Predecessor Company issued an additional 14,800,833 shares of common
stock through an offering (the "Offering"). The Predecessor Company
then contributed all of its properties and related assets and
liabilities along with the net proceeds from the Offering to the
Partnership in exchange for a 78.36% general partnership interest
represented by 16,046,144 partnership units. Duke Associates
contributed its properties to the Partnership subject to their
existing liabilities in exchange for a 21.64% limited partnership
interest represented by 4,432,109 partnership units ("Units"). The
limited partnership units are exchangeable for shares of the
Predecessor Company's common stock on a one-for-one basis commencing
October 4, 1994.
The acquisition was accounted for under the purchase method. The
value of $466.0 million assigned to the acquired properties and
businesses was equal to the property debt and other net liabilities
assumed, of which $302.0 million was repaid from the proceeds of the
Predecessor Company's contribution. The related service businesses
are conducted through Duke Realty Services Limited Partnership (DRSLP)
and Duke Construction Limited Partnership (DCLP), in which the
Partnership has an 89% profits interest and effective control of their
operations.
In 1994, the Predecessor Company issued an additional 3,887,300 common
shares through an additional offering and received net proceeds of
$92.1 million. These proceeds were contributed to the Partnership in
exchange for additional partnership units and were used by the
Partnership to fund current development and acquisition costs.
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<PAGE>
In 1994, the Predecessor Company acquired an additional interest in
the Partnership through the issuance of 456,375 common shares for a
like number of partnership units. The acquired additional interest in
the Partnership was recorded at the fair market value of the
Predecessor Company's common stock on the date of acquisition. The
acquisition amount of $11.5 million was allocated to rental property,
undeveloped land and investments in unconsolidated companies based on
their estimated fair values. The Predecessor Company owns an 83.6%
interest in the Partnership as of March 31, 1995.
2. PROPERTY INDEBTEDNESS
The Partnership has a $100 million unsecured revolving credit facility
which is available to fund current development costs and provide
working capital. The revolving line of credit matures in April 1998
and bears interest payable monthly at LIBOR plus 2%.
3. RELATED PARTY TRANSACTIONS
The Partnership provides management, leasing, construction, and other
tenant related services to properties in which certain executive
officers have continuing ownership interests. The Partnership was
paid fees totaling $457,000 and $633,000 for such services for the
three months ended March 31, 1995 and 1994. Management believes the
terms for such services are equivalent to those available in the
market. The Partnership has an option to purchase the executive
officers' interest in each of the properties.
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