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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 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 NO. 33-98136
CHELSEA GCA REALTY PARTNERSHIP, L.P.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 22-3258100
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
103 EISENHOWER PARKWAY, ROSELAND, NEW JERSEY 07068
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES - ZIP CODE)
(973) 228-6111
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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 .
There are no outstanding shares of Common Stock or voting securities.
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<PAGE>
CHELSEA GCA REALTY PARTNERSHIP, L.P.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) Page
Condensed Consolidated Balance Sheets
as of September 30, 1999 and December 31, 1998.......... 3
Condensed Consolidated Statements of Income for the
three and nine months ended September 30, 1999 and 1998.. 4
Condensed Consolidated Statements of Cash Flows for the
nine months ended September 30, 1999 and 1998............ 5
Notes to Condensed Consolidated Financial Statements........... 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations..................................... 10
Item 3. Quantitative and Qualitative Disclosures about Market Risk..... 16
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K............................... 17
Signatures ............................................................. 18
<PAGE>
ITEM 1. FINANCIAL STATEMENTS
CHELSEA GCA REALTY PARTNERSHIP, L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
SEPTEMBER 30 DECEMBER 31,
1999 1998
------------------- -------------------
(UNAUDITED) (NOTE 1)
ASSETS
Rental properties:
<S> <C> <C>
Land....................................................................... $ 108,249 $109,318
Depreciable property....................................................... 718,953 683,408
------------------- -------------------
Total rental property........................................................... 827,202 792,726
Accumulated depreciation........................................................ (129,400) (102,851)
------------------- -------------------
Rental properties, net.......................................................... 697,802 689,875
Cash and cash equivalents....................................................... 11,318 9,631
Notes receivable-related party.................................................. 1,222 4,500
Deferred costs, net............................................................. 13,428 17,766
Properties held for sale........................................................ 4,125 8,733
Other assets.................................................................... 59,588 42,847
------------------- -------------------
TOTAL ASSETS.................................................................... $ 787,483 $ 773,352
=================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Unsecured bank debt........................................................ $ 109,035 $ 151,035
7.75% Unsecured Notes due 2001............................................. 99,885 99,824
7.25% Unsecured Notes due 2007............................................. 124,736 124,712
Construction payables...................................................... 7,370 12,927
Accounts payable and accrued expenses...................................... 21,724 19,769
Obligation under capital lease............................................. 3,428 9,612
Accrued distribution payable............................................... 15,192 3,274
Other liabilities.......................................................... 28,382 29,257
------------------- -------------------
TOTAL LIABILITIES............................................................... 409,752 450,410
Commitments and contingencies
Partners' capital:
General partner units outstanding, 15,802 in 1999 and 15,608 in 1998....... 274,870 280,391
Limited partners units outstanding, 3,363 in 1999 and 3,429 in 1998........ 39,521 42,551
Preferred partners units outstanding, 1,300 in 1999........................ 63,340 -
------------------- -------------------
TOTAL PARTNERS' CAPITAL......................................................... 377,731 322,942
------------------- -------------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL......................................... $787,483 $ 773,352
=================== ===================
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
<PAGE>
CHELSEA GCA REALTY PARTNERSHIP, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER UNIT DATA)
<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
1999 1998 1999 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
REVENUES:
Base rent............................................... $24,687 $22,561 $73,822 $62,642
Percentage rent......................................... 3,700 3,410 8,715 7,147
Expense reimbursements.................................. 9,800 8,414 27,343 23,743
Other income............................................ 2,197 536 6,347 1,963
------------- ------------- ------------- -------------
TOTAL REVENUES............................................. 40,384 34,921 116,227 95,495
------------- ------------- ------------- -------------
EXPENSES:
Interest................................................ 6,050 5,097 18,737 13,930
Operating and maintenance............................... 10,668 9,032 30,027 26,034
Depreciation and amortization........................... 9,975 8,351 29,680 23,384
General and administrative.............................. 1,070 1,171 3,613 3,060
Loss on writedown of asset.............................. - - - 4,894
Other................................................... 728 321 1,846 1,616
------------- ------------- ------------- -------------
TOTAL EXPENSES............................................. 28,491 23,972 83,903 72,918
------------- ------------- ------------- -------------
Net income................................................. 11,893 10,949 32,324 22,577
Preferred unit requirements................................ (1,534) (1,047) (3,628) (3,141)
------------- ------------- ------------- --------------
NET INCOME TO COMMON UNITHOLDERS........................... $10,359 $9,902 $28,696 $19,436
============= ============= ============= =============
NET INCOME TO COMMON UNITHOLDERS:
General partner....................................... $8,540 $8,104 $23,591 $15,898
Limited partners...................................... 1,819 1,798 5,105 3,538
============= ============= ============= =============
TOTAL...................................................... $10,359 $9,902 $28,696 $19,436
============= ============= ============= =============
NET INCOME PER COMMON UNIT:
General partner....................................... $0.54 $0.52 $1.50 $1.03
Limited partners...................................... $0.54 $0.52 $1.50 $1.03
WEIGHTED AVERAGE UNITS OUTSTANDING:
General partner....................................... 15,791 15,468 15,697 15,409
Limited partners...................................... 3,363 3,431 3,399 3,431
------------- ------------- ------------- -------------
TOTAL...................................................... 19,154 18,899 19,096 18,840
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
<PAGE>
CHELSEA GCA REALTY PARTNERSHIP, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
1999 1998
-------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net income....................................................... $32,324 $22,577
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization................................ 29,680 23,384
Writedown of asset........................................... - 4,894
Proceeds from non-compete receivable......................... 4,600 -
Amortization of non-compete revenue.......................... (3,852) -
Additions to deferred lease costs............................ (1,049) (1,570)
Other operating activities................................... 710 240
Changes in assets and liabilities:
Straight-line rent receivable............................ (1,172) (1,432)
Other assets............................................. (1,078) 3,902
Accounts payable and accrued expenses.................... 1,854 2,246
------------- -------------
Net cash provided by operating activities........................ 62,017 54,241
------------- -------------
CASH FLOWS USED IN INVESTING ACTIVITIES
Additions to rental properties................................... (42,578) (86,521)
Additions to deferred development costs.......................... (269) (1,424)
Proceeds from sale of center..................................... 4,483 -
Payments from related party...................................... 4,500 -
Loan to related party............................................ (1,222) -
Additions to investments in joint ventures....................... (16,982) (8,153)
Other investing activities....................................... - -
-------------- -------------
Net cash used in investing activities............................ (52,068) (96,098)
-------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions.................................................... (32,977) (31,475)
Net proceeds from sale of preferred units........................ 63,340 -
Debt proceeds.................................................... 27,000 72,000
Repayments of debt............................................... (69,000) (4,000)
Additions to deferred financing costs............................ (645) (1,234)
Net proceeds from sale of common stock........................... 4,020 4,428
Other financing activities....................................... - (57)
-------------- -------------
Net cash (used in) provided by financing activities.............. (8,262) 39,662
-------------- -------------
Net increase (decrease) in cash and cash equivalents............. 1,687 (2,195)
Cash and cash equivalents, beginning of period................... 9,631 14,538
============== =============
Cash and cash equivalents, end of period......................... $11,318 $12,343
============== =============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
<PAGE>
CHELSEA GCA REALTY PARTNERSHIP, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION AND BASIS OF PRESENTATION
Chelsea GCA Realty Partnership, L.P. (the "Operating Partnership" or "OP"),
which commenced operations on November 2, 1993, is engaged in the development,
ownership, acquisition, leasing and operation of manufacturers' outlet centers.
As of September 30, 1999, the OP operated 19 centers in 11 states (the
"Properties") containing approximately 5.1 million square feet of gross leasable
area ("GLA"). The Properties are located near large metropolitan areas including
New York City, Los Angeles, San Francisco, Sacramento, Boston, Atlanta,
Washington DC, Portland (Oregon) and Cleveland, or at or near tourist
destinations including Honolulu, Napa Valley, Palm Springs and the Monterey
Peninsula. The OP also has a number of properties under development and
expansion. The sole general partner in the OP, Chelsea GCA Realty, Inc. (the
"Company"), is a self-administered and self-managed Real Estate Investment
Trust.
Common ownership of the OP as of September 30, 1999 was as follows:
General Partner 82.5% 15,802,000 units
Limited Partners 17.5% 3,363,000 units
----------- ---------------
TOTAL 100.0% 19,165,000
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
notes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for fair presentation have
been included. Operating results for the three and nine month periods ended
September 30, 1999 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1999. The balance sheet at December
31, 1998 has been derived from the audited financial statements at that date but
does not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. These
financial statements should be read in conjunction with the consolidated
financial statements and accompanying notes included in the OP's Annual Report
on Form 10-K for the year ended December 31, 1998.
Effective January 1, 1998, the OP adopted the Financial Accounting Standards
Board's Statement of Financial Accounting Standards No. 131, Disclosures about
Segments of an Enterprise and Related Information ("Statement 131"). Statement
131 superseded FASB Statement No. 14, Financial Reporting for Segments of a
Business Enterprise. Statement 131 establishes standards for the way that public
business enterprises report information about operating segments in annual
financial statements and requires that those enterprises report selected
information about operating segments in interim financial reports. Statement 131
also establishes standards for related disclosures about products and services,
geographic areas, and major customers. The adoption of Statement 131 did not
affect results of operations, financial position or disclosure of segment
information as the OP is engaged in the development, ownership, acquisition and
operation of manufacturers' outlet centers and has one reportable segment,
retail real estate. The OP evaluates real estate performance and allocates
resources based on net operating income and weighted average sales per square
foot. The primary sources of revenue are generated from tenant base rents,
percentage rents and reimbursement revenue. Operating expenses primarily consist
of common area maintenance, real estate taxes and promotional expenses. The
retail real estate business segment meets the quantitative threshold for
determining reportable segments. The OP's investment in foreign operations is
not material to the consolidated financial statements.
In June 1998, the Financial Accounting Standards Board issued Statement No. 133,
Accounting for Derivative Instruments and Hedging Activities, which is required
to be adopted in years beginning after June 15, 2000. Statement 133 permits
early adoption as of the beginning of any fiscal quarter after its issuance. The
OP expects to adopt the new Statement effective January 1, 2001. The Statement
will require the OP to recognize all derivatives on the balance sheet at fair
value. Derivatives that are not hedges must be adjusted to fair value through
income. If a derivative is a hedge, depending on the nature of the hedge,
changes in the fair value of the derivative will either be offset against the
change in fair value of the hedged asset, liability, or firm commitment through
earnings, or recognized in other comprehensive income until the hedged item is
recognized in earnings. The ineffective portion of a derivative's change in fair
value will be immediately recognized in earnings. The OP does not anticipate
that the adoption of the Statement will have a significant effect on its results
of operations or financial position.
2. PROPERTIES HELD FOR SALE
As of September 30, 1999, properties held for sale represented the fair value,
less estimated costs to sell, of Solvang Designer Outlets ("Solvang"). As of
December 31, 1998, Lawrence Riverfront Plaza was also included in properties
held for sale; the property was sold on March 26, 1999 with no additional
loss recognized.
During the second quarter of 1998, the OP accepted an offer to purchase Solvang,
a 51,000 square foot center in Solvang, California, for a net selling price of
$5.6 million. The center had a book value of $10.5 million, resulting in a
writedown of $4.9 million in the second quarter of 1998. During the fourth
quarter of 1998, the initial purchase offer was withdrawn and the OP received
another offer for a net selling price of $4.0 million, requiring a further
writedown of $1.6 million. For the three and nine month periods ended September
30, 1999, Solvang accounted for less than 1% of the OP's revenues and net
operating income.
3. NON-COMPETE AGREEMENT
In October 1998, the OP signed a definitive agreement to terminate the
development of Houston Premium Outlets, a joint venture project with Simon
Property Group, Inc. Under the terms of the agreement, the OP withdrew from the
Houston development partnership and agreed to certain restrictions on competing
in the Houston market through the year 2002. The OP will receive non-compete
payments totaling $21.4 million from The Mills Corporation; $3.0 million was
received at closing, the first of four annual installments of $4.6 million was
received in January 1999 and the remaining installments are to be received on
each January 2, through 2002. The OP has also been reimbursed for its share of
land costs, development costs and fees related to the project. The revenue is
being recognized on a straight-line basis over the term of the non-compete
agreement and the OP recognized income of $3.9 million during the nine months
ended September 30, 1999.
4. DEBT
On March 30, 1998, the OP replaced its two unsecured bank revolving lines of
credit, totaling $150 million (the "Credit Facilities"), with a $160 million
senior unsecured bank line of credit (the "Senior Credit Facility"). The Senior
Credit Facility expires on March 30, 2001 and the OP has an annual right to
request a one-year extension of the Senior Credit Facility which may be granted
at the option of the lenders. Lenders representing 84% of the Senior Credit
Facility have agreed to extend the Facility until March 30, 2002. The Facility
bears interest on the outstanding balance, payable monthly, at a rate equal to
the London Interbank Offered Rate ("LIBOR") plus 1.05% (6.36% at September 30,
1999) or the prime rate, at the OP's option. The LIBOR rate spread ranges from
0.85% to 1.25% depending on the Company's Senior Debt rating. A fee on the
unused portion of the Senior Credit Facility is payable quarterly at rates
ranging from 0.15% to 0.25% depending on the balance outstanding. At September
30, 1999, $116 million was available under the Senior Credit Facility.
Also on March 30, 1998, the OP entered into a $5 million term loan (the "Term
Loan") which carries the same interest rate and maturity as the Senior Credit
Facility. The Term Loan has also been extended to March 30, 2002.
In November 1998, the OP obtained a $60 million term loan which expires April
2000 and bears interest on the outstanding balance at a rate equal to LIBOR plus
1.40% (6.71% at September 30, 1999). Proceeds from the loan were used to pay
down borrowings under the Senior Credit Facility.
In January 1996, the OP completed a $100 million public debt offering of 7.75%
unsecured term notes due January 2001 (the "7.75% Notes"), which are guaranteed
by the Company. The 7.75% Notes were priced at a discount of 99.592 to yield
7.85% to investors.
In October 1997, the OP completed a $125 million public debt offering of 7.25%
unsecured term notes due October 2007 (the "7.25% Notes"). The 7.25% Notes were
priced to yield 7.29% to investors, 120 basis points over the 10-year U.S.
Treasury rate.
Interest and loan costs of approximately $1.8 million and $4.2 million were
capitalized as development costs during the nine months ended September 30, 1999
and 1998, respectively.
5. CAPITAL LEASE AMENDMENT
In August 1999, the OP amended its capital lease on a property located in
Monterey Peninsula, California resulting in a writedown of the asset and
obligation of $2.7 million and $6.0 million, respectively. The net gain of $3.3
million will be recognized on a straight-line basis over the remaining term of
the amended lease which ends December 2004.
6. PREFERRED UNITS
On September 3, 1999, the OP completed a private sale of $65 million of Series B
Cumulative Redeemable Preferred Units ("Preferred Units") to an institutional
investor. The private placement took the form of 1.3 million Preferred Units at
a stated value of $50 each. The Preferred Units may be called at par on or after
September 3, 2004, have no stated maturity or mandatory redemption and pay a
cumulative quarterly dividend at an annualized rate of 9.0%. The Preferred Units
are exchangeable into Series B Cumulative Redeemable Preferred Stock of the
Company after ten years. The proceeds from the sale were used to paydown
borrowings under the Senior Credit Facility. Activity related to the Preferred
Units is included in Minority Interest.
7. PREFERRED STOCK
In October 1997, the Company issued 1.0 million shares of 8.375% Series A
Cumulative Redeemable Preferred Stock (the "Preferred Stock"), par value $0.01
per share, having a liquidation preference of $50.00 per share. The Preferred
Stock has no stated maturity and is not convertible into any other securities of
the Company. The Preferred Stock is redeemable on or after October 15, 2027 at
the Company's option. Net proceeds from the offering were used to repay
borrowings under the OP's Credit Facilities.
8. COMMON DISTRIBUTIONS
On September 15, 1999, the Board of Directors of the Company declared a $0.72
per unit cash distribution to common unitholders of record on September 30,
1999. The distribution, totaling $13.8 million, was paid on October 18, 1999.
9. INCOME TAXES
No provision has been made for income taxes in the accompanying consolidated
financial statements since such taxes, if any, are the responsibility of the
individual partners.
10. NET INCOME PER PARTNERSHIP UNIT
Net income per partnership unit is determined by allocating net income to the
general partner (including the general partner's preferred unit allocation) and
the limited partners based on their weighted average partnership units
outstanding during the respective periods presented.
11. COMMITMENTS AND CONTINGENCIES
The OP has agreed under a standby facility to provide up to $22 million in
limited debt service guarantees for loans provided to Value Retail PLC, an
affiliate, to construct outlet centers in Europe. The term of the standby
facility is three years and guarantees shall not be outstanding for longer than
five years after project completion. As of September 30, 1999, the OP has
provided guaranties of approximately $14 million for two projects.
In June 1999, the OP signed a definitive agreement with Mitsubishi Estate Co.,
Ltd. and Nissho Iwai Corporation, to jointly develop, own and operate premium
outlet centers in Japan. The joint venture, known as Chelsea Japan Co., Ltd.
("Chelsea Japan") intends to develop its initial project in the city of Gotemba,
approximately 60 miles west of Tokyo. Groundbreaking for the 220,000 square-foot
first phase is expected to take place later this year, with opening scheduled
for mid-2000. In conjunction with the agreement, the OP contributed $1.7 million
in equity. In addition, an affiliate of the OP entered into a 4 billion yen ($40
million US) line of credit guaranteed by the Company and OP to fund its share of
construction costs.
Construction is underway on Orlando Premium Outlets ("OPO"), a 430,000 square
foot 50/50 joint venture project between the OP and Simon. OPO is located on
Interstate 4, midway between Walt Disney World/EPCOT and Sea World in Orlando,
Florida and is scheduled to open mid-2000. In February 1999, the joint venture
entered into a $82.5 million construction loan agreement that is expected to
fund approximately 75% of the costs of the project. The loan is 50% guaranteed
by each the OP and Simon and as of September 30, 1999 had $8.4 million
outstanding.
The OP is not presently involved in any material litigation nor, to its
knowledge, is any material litigation threatened against the OP or its
properties, other than routine litigation arising in the ordinary course of
business. Management believes the costs, if any, incurred by the OP related to
this litigation will not materially affect the financial position, operating
results or liquidity of the OP.
12. RELATED PARTY INFORMATION
During the second quarter of 1999, the OP established a $6 million secured loan
facility for the benefit of certain unitholders. At September 30, 1999 loans
made to two unitholders totaled $2.2 million. Each unitholder issued a note
which is secured by OP units, bears interest at a rate of LIBOR plus 200 basis
points per annum, payable quarterly, and is due June 2004.
In September 1995, the OP transferred property with a book value of $4.8 million
to the Company's former President (a current unitholder) in exchange for a $4.0
million note secured by units in the OP (the "Secured Note") and an $0.8 million
unsecured note receivable (the "Unsecured Note"). In January 1999, the OP
received $4.5 million as payment in full for the two notes. The remaining $0.3
million write-off was recognized in December 1998.
<PAGE>
CHELSEA GCA REALTY PARTNERSHIP, L.P.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the accompanying
unaudited condensed consolidated financial statements and notes thereto. These
financial statements include all adjustments which, in the opinion of
management, are necessary to reflect a fair statement of results for the interim
periods presented, and all such adjustments are of a normal recurring nature.
GENERAL OVERVIEW
The OP has grown by increasing rent at its existing centers, expanding its
existing centers, developing new centers and acquiring and redeveloping centers.
The OP operated 19 manufacturers' outlet centers at September 30, 1999 and 1998.
The OP's operating gross leasable area (GLA) at September 30, 1999 (which
excludes a property held for sale), increased 7.8% to 5.1 million square feet
from 4.7 million square feet at September 30, 1998. Net GLA added since October
1, 1998 is detailed as follows:
<TABLE>
<CAPTION>
12 MOS ENDED 9 MOS ENDED 3 MOS ENDED
SEPTEMBER 30, SEPTEMBER 30, DECEMBER 31,
1999 1999 1998
------------- ------------- -------------
CHANGES IN GLA (SF IN 000'S):
NEW CENTER DEVELOPED:
<S> <C> <C> <C>
Leesburg Corner.............................. 270 - 270
------------- ------------- -------------
TOTAL NEW CENTER................................. 270 - 270
CENTERS EXPANDED:
Wrentham Village............................. 119 119 -
North Georgia................................ 89 58 31
Columbia Gorge............................... 16 - 16
Other (net).................................. 17 17 -
------------- ------------- -------------
TOTAL CENTERS EXPANDED........................... 241 194 47
CENTER SOLD:
Lawrence Riverfront.......................... (146) - (146)
------------- ------------- -------------
TOTAL CENTER SOLD................................ (146) - (146)
NET GLA ADDED DURING THE PERIOD.................. 365 194 171
GLA AT END OF PERIOD............................. 5,070 5,070 4,876
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
RESULTS OF OPERATIONS
COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 1999 TO THE THREE MONTHS
ENDED SEPTEMBER 30, 1998.
Net income before minority interest increased $1.0 million to $11.9 million for
the three months ended September 30, 1999 from $10.9 million for the three
months ended September 30, 1998. Increases in revenues, primarily the result of
expansions and a new center opening, were offset by higher interest expense and
increases in depreciation and amortization.
Base rentals increased $2.1 million, or 9.4%, to $24.7 million for the three
months ended September 30, 1999 from $22.6 million for the three months ended
September 30, 1998 due to expansions, a new center opened, and higher average
rents on new leases and renewals.
Percentage rents increased $0.3 million to $3.7 million for the three months
ended September 30, 1999, from $3.4 million for the three months ended September
30, 1998. The increase was primarily due to the opening of one new center in
1998, expansions, increased tenant sales and a higher number of tenants
contributing percentage rents.
Expense reimbursements, representing contractual recoveries from tenants of
certain common area maintenance, operating, real estate tax, promotional and
management expenses, increased $1.4 million, or 16.5%, to $9.8 million for the
three months ended September 30, 1999 from $8.4 million for the three months
ended September 30, 1998, due to the recovery of operating and maintenance costs
from increased GLA. The average recovery of reimbursable expenses was 91.9% in
the third quarter of 1999, compared to 93.2% in the third quarter of 1998.
Other income increased $1.7 million to $2.2 million for the three months ended
September 30, 1999, from $0.5 million for the three months ended September 30,
1998. The increase is primarily the result of income from the agreement not to
compete with the Mills Corporation in the Houston, Texas area.
Interest in excess of amounts capitalized increased $1.0 million to $6.1 million
for the three months ended September 30, 1999 from $5.1 million for the three
months ended September 30, 1998 primarily due to higher debt balances from
increased GLA in operation.
Operating and maintenance expenses increased $1.6 million, or 18.1%, to $10.7
million for the three months ended September 30, 1999 from $9.0 million for the
three months ended September 30, 1998. The increase was primarily due to costs
related to expansions and a new center opening.
Depreciation and amortization expense increased $1.6 million, or 19.4%, to $10.0
million for the three months ended September 30, 1999 from $8.4 million for the
three months ended September 30, 1998. The increase was due to depreciation of
expansions and a new center opening in 1998.
Other expenses increased $0.4 million to $0.7 million for the three months ended
September 30, 1999 from $0.3 million for the three months ended September 30,
1998. The increase was primarily due to higher bad debts and expenses related to
new business ventures, offset by a decrease in legal expenses.
COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 1999 TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1998.
Net income before minority interest increased $9.7 million to $32.3 million for
the nine months ended September 30, 1999, from $22.6 million for the nine months
ended September 30, 1998. Increases in revenues, primarily the result of
expansions and a new center opening, were offset by higher interest expense and
increases in depreciation and amortization. In addition, 1998 net income was
adversely affected by the loss on writedown of asset.
Base rentals increased $11.2 million, or 17.8%, to $73.8 million for the nine
months ended September 30, 1999, from $62.6 million for the nine months ended
September 30, 1998, due to expansions, a new center opening and higher average
rents on new leases and renewals.
Percentage rents increased $1.6 million to $8.7 million for the nine months
ended September 30, 1999 from $7.1 million for the nine months ended September
30, 1998. The increase was primarily due to the opening of one new center,
expansions of existing centers and increases in tenants contributing percentage
rents.
Expense reimbursements, representing contractual recoveries from tenants of
certain common area maintenance, operating, real estate tax, promotional and
management expenses, increased $3.6 million, or 15.2%, to $27.3 million for the
nine months ended September 30, 1999 from $23.7 million for the nine months
ended September 30, 1998, due to the recovery of operating and maintenance costs
from increased GLA. The average recovery of reimbursable expenses was 91.1% in
1999 compared to 91.2% in 1998.
Other income increased $4.4 million to $6.4 million for the nine months ended
September 30, 1999 from $2.0 million for the nine months ended September 30,
1998. The increase is primarily the result of income from the agreement not to
compete with the Mills Corporation in the Houston, Texas area.
Interest in excess of amounts capitalized increased $4.8 million to $18.7
million for the nine months ended September 30, 1999 from $13.9 million for the
nine months ended September 30, 1998 primarily due to higher debt balances from
increased GLA in operation.
Operating and maintenance expenses increased $4.0 million, or 15.3%, to $30.0
million for the nine months ended September 30, 1999 from $26.0 million for the
nine months ended September 30, 1998. The increase was primarily due to costs
related to expansions and a new center opening.
Depreciation and amortization expense increased $6.3 million, or 26.9%, to $29.7
million for the nine months ended September 30, 1999 from $23.4 million for the
nine months ended September 30, 1998. The increase was primarily due to
depreciation of expansions and a new center opening in 1998.
General and administrative expenses increased $0.6 million to $3.7 million for
the nine months ended September 30, 1999 from $3.1 million for the nine months
ended September 30, 1998. The increase was primarily due to increased personnel,
overhead costs and an accrual for deferred compensation.
The loss on writedown of asset of $4.9 million for the nine months ended
September 30, 1998 is from valuing a center held for sale at its estimated fair
value.
Other expenses increased $0.2 million to $1.8 million for the nine months ended
September 30, 1999 from $1.6 million for the nine months ended September 30,
1998. The increase was primarily due to additional bad debts and costs related
to new business ventures, offset by reduced legal fees.
LIQUIDITY AND CAPITAL RESOURCES
The OP believes it has adequate financial resources to fund operating expenses,
distributions, and planned development and construction activities. Operating
cash flow during 1999 is expected to increase with a full year of operations of
the 776,000 square feet of GLA added during 1998, including the opening of
Leesburg Corner Premium Outlets in October 1998, and expansions of approximately
355,000 square feet in 1999. In addition, at September 30, 1999 the OP had
$116.0 million available under its Senior Credit Facility, access to the public
markets through shelf registrations covering $200 million of equity and $175
million of debt, and cash equivalents of $11.3 million.
Operating cash flow is expected to provide sufficient funds for distributions.
In addition, the OP anticipates retaining sufficient operating cash to fund
re-tenanting and lease renewal tenant improvement costs, as well as capital
expenditures to maintain the quality of its centers.
Distributions declared and recorded during the nine months ended September 30,
1999 were $16.1 million, or $1.44 per unit. The OP's distribution payout ratio
as a percentage of net income before depreciation and amortization, exclusive of
amortization of deferred financing costs, minority interest and extraordinary
item ("FFO") was 72.4% during the nine months ended September 30, 1999. The
Senior Credit Facility limits aggregate dividends and distributions to the
lesser of (i) 90% of FFO on an annual basis or (ii) 100% of FFO for any two
consecutive quarters.
On March 30, 1998, the OP replaced its two unsecured bank revolving lines of
credit, totaling $150 million (the "Credit Facilities"), with a new $160 million
senior unsecured bank line of credit (the "Senior Credit Facility"). The Senior
Credit Facility expires on March 30, 2001 and the OP has an annual right to
request a one-year extension of the Senior Credit Facility which may be granted
at the option of the lenders. Lenders representing 84% of the Senior Credit
Facility have agreed to extend the Facility until March 30, 2002. The Facility
bears interest on the outstanding balance, payable monthly, at a rate equal to
the London Interbank Offered Rate ("LIBOR") plus 1.05% (6.36% at September 30,
1999) or the prime rate, at the OP's option. The LIBOR spread ranges from 0.85%
to 1.25% depending on the OP's Senior Debt rating. A fee on the unused portion
of the Senior Credit Facility is payable quarterly at rates ranging from 0.15%
to 0.25% depending on the balance outstanding.
On September 3, 1999, the OP completed a private sale of $65 million of Series B
Cumulative Redeemable Preferred Units ("Preferred Units") to an institutional
investor. The private placement took the form of 1.3 million Preferred Units at
a stated value of $50 each. The Preferred Units may be called at par on or after
September 3, 2004, have no stated maturity or mandatory redemption and pay a
cumulative quarterly dividend at an annualized rate of 9.0%. The Preferred Units
are not convertible to any other securities of the OP or Company. The proceeds
from the sale were used to paydown borrowings under the Senior Credit Facility.
The first 60,000 square feet of the fourth phase of North Georgia Premium
Outlets (Dawsonville, Georgia) opened in September 1999. Other expansions
totaling approximately 230,000 square feet of GLA at four properties are under
construction and scheduled to open in the next nine months.
Construction is also well underway on Orlando Premium Outlets ("OPO"), a 430,000
square-foot upscale outlet center located on Interstate 4 midway between Walt
Disney World/EPCOT and Sea World in Orlando, Florida. OPO is a joint venture
project between the OP and Simon and is scheduled to open as a single phase in
mid-2000. In February 1999, the joint venture entered into a $82.5 million
construction loan agreement that is expected to fund approximately 75% of the
costs of the project. The loan is 50% guaranteed by each of the OP and Simon and
as of September 30, 1999, there was $2.4 million outstanding on the loan.
Construction is expected to begin in November on Allen Premium Outlets (Allen,
Texas). The new center will be developed in several phases totaling more than
420,000 square feet. The first phase of 230,000 square feet is scheduled to open
in late 2000. The Company expects to fund construction with its Senior Credit
Facility and a secured construction loan facility.
The OP announced in October 1998 that it sold its interest in and terminated the
development of Houston Premium Outlets, a joint venture project with Simon.
Under the terms of the agreement, the OP will receive non-compete payments
totaling $21.4 million from The Mills Corporation; $3.0 million was received at
closing, the first of four annual installments of $4.6 million was received in
January 1999 and the remaining installments are to be received on each January
2, through 2002. The OP has also been reimbursed for its share of land costs,
development costs and fees related to the project.
The OP has minority interests ranging from 5% to 15% in several outlet centers
and outlet development projects in Europe. Two outlet centers, Bicester Village
outside of London, England and La Roca OP Stores outside of Barcelona, Spain,
are currently open and operated by Value Retail PLC and its affiliates. Three
new European projects and expansions of the two existing centers are in various
stages of development and are expected to open within the next two years. The
OP's total investment in Europe as of March 1999 are approximately $4.9 million.
The OP has also agreed under a standby facility to provide up to $22 million in
limited debt service guarantees for loans arranged by Value Retail PLC to
construct outlet centers in Europe. The term of the standby facility is three
years and guarantees shall not be outstanding for longer than five years after
project completion. As of September 30, 1999, the OP has provided limited debt
service guaranties of approximately $14 million for two projects.
In June 1999, the OP signed a definitive agreement with Mitsubishi Estate Co.,
Ltd. and Nissho Iwai Corporation, to jointly develop, own and operate premium
outlet centers in Japan. The joint venture, known as Chelsea Japan Co., Ltd.
(Chelsea Japan) intends to develop its initial project in the city of Gotemba,
approximately 60 miles west of Tokyo. Groundbreaking for the 220,000 square-foot
first phase is expected to take place later this year, with opening scheduled
for mid-2000. In conjunction with the agreement, the OP contributed $1.7 million
in equity. In addition, an affiliate of the OP entered into a 4 billion yen ($40
million US) line of credit guaranteed by the Company and OP to fund its share of
construction costs.
To achieve planned growth and favorable returns in both the short and long term,
the OP's financing strategy is to maintain a strong, flexible financial position
by: (i) maintaining a conservative level of leverage; (ii) extending and
sequencing debt maturity dates; (iii) managing exposure to floating interest
rates; and (iv) maintaining liquidity. Management believes these strategies will
enable the OP to access a broad array of capital sources, including bank or
institutional borrowings and secured and unsecured debt and equity offerings,
subject to market conditions.
Net cash provided by operating activities increased $7.8 million for the nine
months ended September 30, 1999 compared to the corresponding 1998 period,
primarily due to the growth of the OP's GLA to 5.1 million square feet in 1999
from 4.7 million square feet in 1998 and receipt of payment on a non-compete
receivable. Net cash used in investing activities decreased $44.0 million for
the nine months ended September 30, 1999 compared to the corresponding 1998
period, as a result of decreased construction activity, proceeds from sale of a
center and receipt of payment on a note receivable. At September 30, 1999, net
cash used in financing activities increased by $47.9 million primarily due to
higher borrowings for construction during 1998 offset by the sale of preferred
units in September 1999. Proceeds from the sale were used to repay borrowings
under the OP's Senior Credit Facility.
YEAR 2000 COMPLIANCE
The year 2000 ("Y2K") issue refers generally to computer applications using only
the last two digits to refer to a year rather than all four digits. As a result,
these applications could fail or create erroneous results if they recognize "00"
as the year 1900 rather than the year 2000. The OP has taken Y2K initiatives in
three general areas which represent the areas that could have an impact on the
OP: information technology systems, non-information technology systems and
third-party issues. The following is a summary of these initiatives:
INFORMATION TECHNOLOGY: The OP has focused its efforts on the high-risk areas of
the corporate office computer hardware, operating systems and software
applications. The OP's assessment and testing of existing equipment revealed
that its hardware, network operating systems and most of the software
applications are Y2K compliant. The exceptions were the DOS-based accounting
systems which were upgraded and replaced at the beginning of 1999 to make them
compatible with Windows applications primarily used by the OP.
NON-INFORMATION TECHNOLOGY: Non-information technology consists mainly of
facilities management systems such as telephone, utility and security systems
for the corporate office and the outlet centers. The OP has reviewed the
corporate facility management systems and made inquiry of the building
owner/manager and concluded that the corporate office building systems including
telephone, utilities, fire and security systems are Y2K compliant. The OP has
identified date-sensitive systems and equipment including HVAC units,
telephones, security systems and alarms, fire and flood warning systems and
general office systems at its outlet centers. Assessment and testing of critical
systems has been substantially completed and deemed Y2K compliant. Virtually all
of the non-critical systems have been assessed and tested and are either Y2K
compliant or have manual control features that the OP can manipulate so that the
systems' dates are reflected accurately. Any non-critical systems that may be
identified as non-compliant will be replaced if necessary. Based on the OP's
assessment to date, no systems have been identified which would require
replacement. Therefore, the cost of replacement is not expected to be
significant.
THIRD PARTIES: The OP has third-party relationships with approximately 400
tenants and 4,000 suppliers and contractors. Many of these third parties are
publicly-traded corporations and subject to disclosure requirements. The OP has
substantially completed assessment of major third parties' Y2K readiness
including tenants, key suppliers of outsourced services including stock
transfer, debt servicing, banking collection and disbursement, payroll and
benefits, while simultaneously responding to their inquiries regarding the OP's
readiness. The majority of the OP's vendors are small suppliers that the OP
believes can manually execute their business and are readily replaceable.
Management also believes there is no material risk of being unable to procure
necessary supplies and services. Third-party assessment has been substantially
completed. The OP continues to monitor Y2K disclosures in SEC filings of
publicly-owned third parties.
COSTS: The accounting software upgrade and conversion were executed under
maintenance and support agreements with software vendors. The total cost of the
accounting conversion which the OP had previously commenced during the 1998
third quarter has been approximately $200,000 including the Y2K portion of the
conversion that cannot be readily identified and is not material to the
operating results or financial position of the OP.
The identification and remediation of systems at the outlet centers is being
accomplished by in-house business systems personnel and outlet center general
managers whose costs are recorded as normal operating expense. The assessment of
third-party readiness is also being conducted by in-house personnel whose costs
are recorded as normal operating expenses. The OP is not yet in a position to
estimate the cost of third-party compliance issues, but has no reason to
believe, based upon its evaluations to date, that such costs will exceed
$100,000.
RISKS: The principal risks to the OP relating to information technology is
failure to correctly bill tenants by December 31, 1999 and to pay invoices when
due. Management believes it has adequate resources, or could obtain the needed
resources, to manually bill tenants and pay bills if necessary until the systems
became operational.
The principal risks to the OP relating to non-information technology at the
outlet centers are failure to identify time-sensitive systems and inability to
find a suitable replacement system. The OP's assessment of critical systems has
revealed Y2K compliance. The OP believes that adequate replacement components or
new systems are available, if necessary, at reasonable prices and are in good
supply.
The principal risks to the OP in its relationships with third parties are the
failure of third-party systems used to conduct business such as tenants being
unable to stock stores with merchandise, use cash registers and pay invoices;
banks being unable to process receipts and disbursements; vendors being unable
to supply needed materials and services to the centers; and processing of
outsourced employee payroll. Based on Y2K compliance work done to date, the OP
has no reason to believe that key tenants, banks and suppliers will not be Y2K
compliant in all material respects or can not be replaced within an acceptable
timeframe. The OP will continue to obtain compliance certification from
suppliers of key services as these certifications are available.
CONTINGENCY PLANS: The OP has a Y2K contingency plan to further mitigate Y2K
risks.
The OP's description of its Y2K compliance issue is based upon information
obtained by management through evaluations of internal business systems and from
tenant and vendor compliance efforts. No assurance can be given that the OP will
be able to address the Y2K issues for all its systems in a timely manner or that
it will not encounter unexpected difficulties or significant expenses relating
to adequately addressing the Y2K issue. If the OP or the major tenants or
vendors with whom the OP does business fail to address their major Y2K issues,
the OP's operating results or financial position could be materially adversely
affected.
FUNDS FROM OPERATIONS
Management believes that funds from operations ("FFO") should be considered in
conjunction with net income, as presented in the statements of income included
elsewhere herein, to facilitate a clearer understanding of the operating results
of the Company. Management considers FFO an appropriate measure of performance
for an equity real estate investment trust. FFO, as defined by the National
Association of Real Estate Investment Trusts ("NAREIT"), is net income
applicable to common unitholders, loss on writedown of asset and depreciation
and amortization, reduced by amortization of deferred financing costs,
depreciation of non-real estate assets, and preferred distributions. FFO does
not represent net income or cash flow from operations as defined by generally
accepted accounting principles and should not be considered an alternative to
net income as an indicator of operating performance or to cash from operations,
and is not necessarily indicative of cash flow available to fund cash needs.
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1999 1998 1999 1998
---------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net income to common unitholders ........................ $10,359 $9,902 $28,696 $19,436
Add back:
Depreciation and amortization.......................... 9,975 8,351 29,680 23,384
Amortization of deferred financing costs and
depreciation of non-rental real estate assets........ (465) (347) (1,376) (1,078)
Loss on writedown of asset............................. - - - 4,894
---------- ----------- ----------- -----------
FFO...................................................... $19,869 $17,906 $57,000 $46,636
========== =========== =========== ===========
Average units outstanding................................ 19,154 18,898 19,096 18,839
Distributions declared per share......................... $0.72 $0.69 $2.16 $2.07
</TABLE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The OP is exposed to changes in interest rates primarily from its floating rate
debt arrangements. The OP currently does not use interest rate derivative
instruments to manage exposure to interest rate changes. A hypothetical 100
basis-point adverse move (increase) in interest rates along the entire rate
curve would adversely affect the OP's annual interest cost by approximately $1.2
million annually.
<PAGE>
CHELSEA GCA REALTY PARTNERSHIP, L.P.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The OP did not file any reports on Form 8-K during the three months ended
September 30, 1999.
<PAGE>
CHELSEA GCA REALTY PARTNERSHIP, L.P.
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.
CHELSEA GCA REALTY PARTNERSHIP, L.P.
By: CHELSEA GCA REALTY, INC.
Its General Partner
By: /S/ MICHAEL J. CLARKE
--------------------------
Michael J. Clarke
Chief Financial Officer
Date: November 11, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 11,318
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 827,202
<DEPRECIATION> 129,400
<TOTAL-ASSETS> 787,483
<CURRENT-LIABILITIES> 0
<BONDS> 224,621
0
0
<COMMON> 0
<OTHER-SE> 377,731
<TOTAL-LIABILITY-AND-EQUITY> 787,483
<SALES> 0
<TOTAL-REVENUES> 116,227
<CGS> 0
<TOTAL-COSTS> 83,903
<OTHER-EXPENSES> 1,846
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 18,737
<INCOME-PRETAX> 32,324
<INCOME-TAX> 0
<INCOME-CONTINUING> 32,324
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 32,324
<EPS-BASIC> 1.50
<EPS-DILUTED> 1.50
</TABLE>
