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