<PAGE> 1
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, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 33-98372-01
SPIEKER PROPERTIES, L.P.
(Exact name of registrant as specified in its charter)
CALIFORNIA 94-3188774
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2180 SAND HILL ROAD, MENLO PARK, CA 94025
(Address of principal executive offices) (Zip code)
(650) 854-5600
(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 .
Page 1 of 21
Exhibit Index is located on Page 22.
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SPIEKER PROPERTIES, L.P.
QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 1998
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION Page No.
<S> <C> <C>
Item 1. Financial Statements..................................................................... 3
Consolidated Balance Sheets as of March 31, 1998, and December 31, 1997.................. 4
Consolidated Statements of Operations for the Three Months
Ended March 31, 1998 and 1997........................................................ 6
Consolidated Statement of Partners' Capital for the Three Months
Ended March 31, 1998................................................................. 7
Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 1998 and 1997........................................................ 8
Notes to Consolidated Financial Statements............................................... 9
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.... 16
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K......................................................... 20
Signatures......................................................................................... 21
</TABLE>
2
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Attached are the following unaudited financial statements of Spieker Properties,
L.P. (the "Operating Partnership"):
(i) Consolidated Balance Sheets as of March 31, 1998, and December
31, 1997
(ii) Consolidated Statements of Operations for the Three Months Ended
March 31, 1998 and 1997
(iii) Consolidated Statement of Partners' Capital for the Three Months
Ended March 31, 1998
(iv) Consolidated Statements of Cash Flows for the Three Months Ended
March 31, 1998 and 1997
(v) Notes to Consolidated Financial Statements
The financial statements referred to above should be read in conjunction with
the Operating Partnership's Annual Report on the Form 10-K for the year ended
December 31, 1997.
3
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SPIEKER PROPERTIES, L.P.
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 1998, AND DECEMBER 31, 1997
(dollars in thousands)
ASSETS
<TABLE>
<CAPTION>
March 31, 1998 December 31, 1997
-------------- -----------------
(unaudited)
<S> <C> <C>
INVESTMENTS IN REAL ESTATE
Land, land improvements and
leasehold interests $ 861,659 $ 694,621
Buildings and improvements 2,576,066 2,159,581
Construction in progress 117,321 89,509
----------- -----------
3,555,046 2,943,711
Less - Accumulated depreciation (183,639) (169,051)
----------- -----------
3,371,407 2,774,660
Investments in mortgages 256,823 271,675
Property held for disposition, net 15,776 37,186
----------- -----------
Net investments in real estate 3,644,006 3,083,521
CASH AND CASH EQUIVALENTS 21,042 22,628
ACCOUNTS RECEIVABLE, net of allowance for
doubtful accounts of $301 and $260 as
of March 31, 1998, and December 31, 1997,
respectively 9,158 8,661
DEFERRED RENT RECEIVABLE 6,898 5,276
RECEIVABLE FROM AFFILIATES 643 294
DEFERRED FINANCING AND LEASING COSTS, net
of accumulated amortization of $10,918
and $10,036 as of March 31, 1998, and
December 31, 1997, respectively
35,426 30,983
FURNITURE, FIXTURES AND EQUIPMENT, net 3,628 3,375
PREPAID EXPENSES AND OTHER ASSETS 27,200 50,892
INVESTMENT IN AFFILIATE 32,130 37,304
----------- -----------
$ 3,780,131 $ 3,242,934
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
4
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SPIEKER PROPERTIES, L.P.
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 1998, AND DECEMBER 31, 1997
(dollars in thousands, except share data)
LIABILITIES AND PARTNERS' CAPITAL
<TABLE>
<CAPTION>
March 31, 1998 December 31, 1997
-------------- -----------------
(unaudited)
<S> <C> <C>
DEBT
Unsecured notes $ 1,411,500 $ 1,135,000
Unsecured short-term borrowings 321,000 200,000
Mortgage loans 115,354 96,502
----------- -----------
Total debt 1,847,854 1,431,502
----------- -----------
ASSESSMENT BONDS PAYABLE 12,698 12,672
ACCOUNTS PAYABLE 15,456 9,519
ACCRUED REAL ESTATE TAXES 7,327 1,003
ACCRUED INTEREST 31,503 21,541
UNEARNED RENTAL INCOME 16,121 13,712
PARTNER DISTRIBUTIONS PAYABLE 43,124 41,110
OTHER ACCRUED EXPENSES AND LIABILITIES 42,065 32,034
----------- -----------
Total liabilities 2,016,148 1,563,093
----------- -----------
MINORITY INTERESTS (1,265) (1,257)
----------- -----------
COMMITMENTS AND CONTINGENCIES -- --
PARTNERS' CAPITAL
General Partner, including a liquidation
preference of $131,250 1,561,501 1,493,828
Limited Partners 203,747 187,270
----------- -----------
Total Partners' Capital 1,765,248 1,681,098
----------- -----------
$ 3,780,131 $ 3,242,934
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE> 6
SPIEKER PROPERTIES, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1998 and 1997
(dollars in thousands, except share amounts)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31
1998 1997
--------- ---------
<S> <C> <C>
REVENUES
Rental income $ 117,637 $ 64,461
Interest and other income 7,670 1,956
--------- ---------
125,307 66,417
--------- ---------
OPERATING EXPENSES
Rental expenses 24,389 11,672
Real estate taxes 9,300 5,254
Interest expense, including amortization of finance costs 29,267 12,013
Depreciation and amortization 19,586 10,599
General and administrative and other expenses 4,822 3,067
--------- ---------
87,364 42,605
--------- ---------
Income from operations before disposition of property and minority
interests 37,943 23,812
--------- ---------
GAIN ON DISPOSITION OF PROPERTY 9,026 1,489
--------- ---------
Income from operations before minority interests 46,969 25,301
--------- ---------
MINORITY INTERESTS' SHARE IN NET INCOME -- (4)
--------- ---------
Net income 46,969 25,297
Preferred Operating Partnership Unit Distribution (1,266) --
--------- ---------
Net income available to general and limited partners $ 45,703 $ 25,297
========= =========
General Partner $ 41,227 $ 22,204
Limited Partners 4,476 3,093
--------- ---------
Total $ 45,703 $ 25,297
========= =========
NET INCOME PER OPERATING PARTNERSHIP UNIT
Basic earnings $ .66 $ .49
========= =========
Diluted earnings $ .65 $ .48
========= =========
DISTRIBUTIONS PER OPERATING PARTNERSHIP UNITS
General Partner $ .67 $ .56
========= =========
Limited Partners $ .57 $ .47
========= =========
</TABLE>
The accompanying notes are an integral part of these statements.
6
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SPIEKER PROPERTIES, L.P.
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
FOR THE THREE MONTHS ENDED MARCH 31, 1998
(dollars in thousands)
(UNAUDITED)
<TABLE>
<CAPTION>
General Limited General Limited
Partner Units Partner Units Partner Partners Total
------------- ------------- ------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1997 60,700,260 7,322,126 $1,493,828 $ 187,270 $ 1,681,098
Contribution - Proceeds from sale of Common Stock 1,319,660 - 52,183 - 52,183
Contribution - Common Stock issued for property 165,985 - 6,900 - 6,900
Acquisition of limited partnership interests - 534,233 - 22,230 22,230
Conversion of Operating Partnership Units to
Common Stock 7,500 (7,500) - - -
Restricted stock grant 86,401 - - - -
Exercise of stock options 115,675 - 2,465 - 2,465
Amortization of deferred compensation - - 21 - 21
Allocation from General Partner to Limited Partner - - 5,872 (5,872) -
Partner Distributions - - (40,995) (5,623) (46,618)
Net Income - - 41,227 5,742 46,969
------------ ------------ ---------- ---------- -----------
BALANCE AT MARCH 31, 1998 62,395,481 7,848,859 $1,561,501 $ 203,747 $ 1,765,248
============ ============ ========== ========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
7
<PAGE> 8
SPIEKER PROPERTIES, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1998 and 1997
(dollars in thousands)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months
Ended March 31
-------------------------
1998 1997
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 46,969 $ 25,297
Adjustments to reconcile net income to net cash provided by
operating activities-
Depreciation and amortization 19,586 10,599
Amortization of prepaid interest and deferred financing costs 519 268
Non-cash compensation 21 199
Minority share of net income -- 4
Gain on disposition of property (9,026) (1,489)
(Increase) decrease in deferred rent receivable (1,622) 35
Increase in accounts receivable (497) (1,287)
Increase in receivable from affiliates (349) (3,533)
Decrease in prepaid expenses and other assets 172 8,633
Decrease in assessment bonds payable (236) (235)
Increase in accounts payable 5,937 3,693
Increase in accrued real estate taxes 6,324 4,984
Increase in accrued interest 9,962 2,180
Increase in other accrued expenses and liabilities 6,067 3,346
Increase in unearned rental income 2,409 3,424
--------- ---------
Net cash provided by operating activities 86,236 56,118
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to properties (572,021) (347,009)
Additions to deposits on properties, net 23,029 --
Additions to investment in mortgages (11,610) --
Additions to leasing costs (3,476) (1,829)
Proceeds from investment in mortgages 26,462 --
Proceeds from investment in affiliate 5,174 --
Proceeds from disposition of property 40,257 3,969
--------- ---------
Net cash used for investing activities (492,185) (344,869)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from debt 765,500 --
Payments on debt (368,483) (41,666)
Payments of financing fees (2,690) (146)
Partner distributions (44,612) (21,188)
Capital contributions - stock offerings 52,183 374,835
Capital contributions - stock options exercised 2,465 405
--------- ---------
Net cash provided by financing activities 404,363 312,240
--------- ---------
Net (decrease) increase in cash and cash equivalents (1,586) 23,489
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 22,628 29,336
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 21,042 $ 52,825
========= =========
SUPPLEMENTAL CASH FLOW DISCLOSURE
Cash paid for interest 21,759 10,800
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS
Liabilities assumed in relation to property acquisitions 23,514 46,852
Limited Partnership interest recorded in relation to property acquisitions 22,230 26,072
Write-off of fully depreciated property 1,988 1,596
Write-off of fully amortized deferred financing and leasing costs 1,337 839
</TABLE>
The accompanying notes are an integral part of these statements.
8
<PAGE> 9
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998 and 1997
(in thousands, except share data)
(UNAUDITED)
1. ORGANIZATION AND BASIS OF PRESENTATION
Spieker Properties, L.P.
Spieker Properties, L.P. (the "Operating Partnership") was formed on November
10, 1993, and commenced operations on November 19, 1993, when Spieker
Properties, Inc. (the "Company"), the general partner in the Operating
Partnership, completed its initial public offering ("IPO") on November 18, 1993.
The Company qualifies as a real estate investment trust ("REIT") under the
Internal Revenue Code of 1986 (the "Code"), as amended. As of March 31, 1998,
the Company owned an approximate 88.8 percent general and limited partnership
interest in the Operating Partnership.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consolidation
The consolidated financial statements include the consolidated financial
position of the Operating Partnership and its subsidiaries as of March 31, 1998,
and December 31, 1997, and its consolidated results of operations for the three
months ended March 31, 1998 and 1997 and its consolidated cash flows for the
three months ended March 31, 1998 and 1997. The Operating Partnership's
investment in Spieker Northwest, Inc. (an unconsolidated Preferred Stock
subsidiary) is accounted for under the equity method. All significant
intercompany balances and transactions have been eliminated in the consolidated
financial statements.
Interim Financial Information
The consolidated financial statements have been prepared pursuant to the rules
and regulations of the Securities and Exchange Commission ("SEC") and, in
management's opinion, include all adjustments necessary for a fair presentation
of results for such interim periods. Certain information and note disclosures
normally included in annual financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted pursuant
to SEC rules or regulations; however, the Operating Partnership believes that
adequate disclosures have been made.
The interim results for the three months ended March 31, 1998 and 1997, are not
necessarily indicative of results for the full year. It is suggested that these
financial statements be read in conjunction with the consolidated financial
statements and notes thereto included in the Operating Partnership's Annual
Report on Form 10-K for the year ended December 31, 1997.
Properties
Properties are recorded at cost and are depreciated using the straight-line
method over the estimated useful lives of the properties. The estimated lives
are as follows:
<TABLE>
<S> <C>
Land improvements and leasehold interests 18 to 40 years
Buildings and improvements 10 to 40 years
Tenant improvements Term of the related lease
</TABLE>
The cost of buildings and improvements includes the purchase price of the
property or interests in property, legal fees, acquisition costs and interest,
property taxes and other costs incurred during the period of construction.
9
<PAGE> 10
Expenditures for maintenance and repairs are charged to operations as incurred.
Significant renovations or betterments which extend the economic useful life of
assets are capitalized.
Investments in real estate are stated at the lower of depreciated cost or
estimated fair value. Fair value for financial reporting purposes is evaluated
periodically by the Operating Partnership on a property by property basis using
undiscounted cash flow. If a potential impairment is identified, it is measured
by the property's fair value based on either sales comparables or the net cash
expected to be generated by the property, less estimated carrying costs
(including interest) throughout the anticipated holding period, plus the
estimated cash proceeds from the ultimate disposition of the property. To the
extent that the carrying value exceeds the estimated fair value, a provision for
decrease in net realizable value is recorded. Estimated fair value is not
necessarily an indication of a property's current value or the amount that will
be realized upon the ultimate disposition of the property. As of March 31, 1998,
and December 31, 1997, none of the carrying values of the properties exceeded
their estimated fair values. As of March 31, 1998, and December 31, 1997, the
properties are located primarily in California, Oregon and Washington. As a
result of this geographic concentration, the operations of these properties
could be adversely affected by a recession or general economic downturn in the
areas where these properties are located.
The Operating Partnership owns mortgage loans that are secured by real estate.
Certain of the loans are with an affiliate of the Operating Partnership (see
note 4). The Operating Partnership assesses possible impairment of these loans
by reviewing the fair value of the underlying real estate. As of March 31, 1998,
the estimated fair value of the underlying real estate was in excess of the
Company's book value of the mortgage loans.
Construction in Progress
Project costs clearly associated with the development and construction of a real
estate project are capitalized as construction in progress. In addition,
interest, real estate taxes and other costs are capitalized during the period in
which activities necessary to get the property ready for its intended use are in
progress.
Cash and Cash Equivalents
Highly liquid investments with an original maturity of three months or less when
purchased are classified as cash equivalents.
Deferred Financing and Leasing Costs
Costs incurred in connection with financing or leasing are capitalized and
amortized on a straight-line basis over the term of the related loan or lease.
Unamortized financing and leasing costs are charged to expense upon the early
termination of the lease or upon the early payment of financing.
Fair Value of Financial Instruments
Based on the borrowing rates currently available to the Operating Partnership,
the carrying amount of debt approximates fair value. Cash and cash equivalents
consist of demand deposits, certificates of deposit, and overnight repurchase
agreements, with financial institutions. The carrying amount of cash and cash
equivalents approximates fair value.
Minority Interest
Minority interest represents a 10 percent interest in one property and a 7.5
percent interest in a second property held by outside investors.
Preferred Operating Partnership Units
The Operating Partnership has issued limited partner's interest of 2,007,495
Preferred Operating Partnership Units. Preferred Operating Partnership Units are
convertible into 1,824,994 Operating Partnership Units at the discretion of
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<PAGE> 11
the holder subsequent to May 3, 1998, or they may be redeemable for cash
subsequent to December 3, 2002. Preferred Operating Partnership Units are paid
distributions quarterly in the amount of $1,266.
Revenues
All leases are classified as operating leases. Rental income is recognized on
the straight-line basis over the terms of the leases. Deferred rent receivable
represents the excess of rental revenue recognized on a straight-line basis over
cash received under the applicable lease provisions.
Interest and Other Income
Interest and other income includes interest income on cash, cash equivalents,
investments in mortgages, and management fee income.
Net Income (Loss) Per Unit
Per unit amounts for the Operating Partnership are computed using the weighted
average units outstanding during the period. The diluted weighted average
general partner units and limited partner units outstanding include the dilutive
effect of stock options. The basic and diluted weighted average general partner
units and limited partners units outstanding for the three months ended March
31, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
Basic Basic
General Partner Units Limited Partner Units
--------------------- ---------------------
<S> <C> <C>
Three months ended:
March 31, 1998 61,214,772 7,651,281
March 31, 1997 44,811,834 7,037,786
</TABLE>
<TABLE>
<CAPTION>
Diluted Diluted
General Partner Units Limited Partner Units
--------------------- ---------------------
<S> <C> <C>
Three months ended:
March 31, 1998 62,143,772 7,651,281
March 31, 1997 45,520,682 7,037,786
</TABLE>
Reclassifications
Certain items in the 1997 financial statements have been reclassified to conform
to the 1998 presentation.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
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3. ACQUISITIONS AND DISPOSITIONS
The Operating Partnership acquired the following properties (the "1998
Acquisitions") during the three months ended March 31, 1998:
<TABLE>
<CAPTION>
Property Total Rentable
Project Name Location Type (1) Square Feet Initial Cost(2)
- ------------ -------- -------- ----------- ---------------
<S> <C> <C> <C> <C>
The Concourse San Jose, CA O 540,224 $172,421 (4)
Koll Bellefield Center Bellefield, WA O 65,946 10,324
Santa Monica Business Park (3) Santa Monica, CA O 960,081 105,649
Marina Business Center (3) Marina Del Rey, CA O 261,966 21,613
The City Tower Orange, CA O 409,492 97,306 (5)
Skyport Plaza San Jose, CA O 359,600 56,873 (6)
Hayward Business Park Hayward, CA I 630,944 33,610
Enterprise Business Park II Sacramento, CA I 579,945 26,202
Brea Park Center - Building C Brea, CA O 26,856 2,297
Allegiance Center Ontario, CA O 73,778 5,191
Ontario Corporate Center Ontario, CA O 97,703 10,479
</TABLE>
(1) "O" indicates office property; "I" indicates industrial property.
(2) Represents the initial acquisition costs of the properties excluding any
additional repositioning costs.
(3) Previously identified as a part of the TDC Portfolio.
(4) Includes approximately $14.6 million allocated to 6.6 acres of land held
for future development.
(5) Includes approximately $3.5 million allocated to 10.5 acres of land held
for future development and $35.6 million allocated to a property
currently under redevelopment.
(6) Includes approximately $21.5 million allocated to 20.0 acres of land
held for future development.
The Operating Partnership disposed of the following properties (the "1998
Dispositions") during the three months ended March 31, 1998:
<TABLE>
<CAPTION>
Property Total Rentable
Project Name Location Type Square Feet Sales Price
- ------------ -------- -------- -------------- -----------
<S> <C> <C> <C> <C>
Rose Pavilion Pleasanton, CA Retail 292,902 $ 40,928
</TABLE>
4. TRANSACTIONS WITH AFFILIATES
Revenues and Expenses
The Operating Partnership received $724 and $165 for three months ended March
31, 1998, and 1997, respectively, for management services provided to certain
properties that are controlled and operating by either Spieker Northwest, Inc.
or Spieker Partners related entities (collectively, "Spieker Partners"). Certain
officers of Spieker Properties, Inc. are partners in Spieker Partners.
Receivable From Affiliates
The receivable from affiliates at March 31, 1998, and December 31, 1997,
represents management fees and reimbursements due from Spieker Partners related
entities (certain officers of Spieker Properties, Inc. are partners in Spieker
Partners).
Investments in Mortgages
Included in Investments in Mortgages are $242,442 of loans to Spieker Northwest,
Inc. The loans are secured by deeds of trust on real property, bear interest at
8.5%, and mature in 2012. Interest income of $5,433 is included in interest and
other income for the three months ended March 31, 1998.
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Investment in Affiliate
The investment in affiliate represents an investment in Spieker Northwest, Inc.
("SNI"). The Company owns 95% of the Preferred Stock of SNI. Certain Senior
Officers of the Company own 100% of the voting stock of SNI. SNI owns 2.5
million square feet of office, industrial and retail property located in various
states. In addition, SNI owns seven parcels of land totaling 86.6 acres. The
entire portfolio of property is held for sale at March 31, 1998. In addition to
property ownership, SNI provides property management services to certain
properties owned by Spieker Partners.
5. PROPERTY HELD FOR DISPOSITION
The Operating Partnership has determined to focus exclusively on properties that
meet its long-term strategic objectives. The Operating Partnership has therefore
decided to divest itself of certain properties. Included in property held for
disposition of $15,776 at March 31, 1998, is one office property located in
Southern California, one industrial property located in Southern California and
three industrial properties located in Central California. The divestiture of
these properties is subject to identification of a purchaser, negotiation of
acceptable terms and other customary conditions.
6. DEBT
Unsecured Notes
As of March 31, 1998, the Operating Partnership has outstanding $1,411,500 in
investment grade rated unsecured debt securities with interest rates ranging
from 6.65% to 8.00% payable semi-annually. The debt securities mature on various
dates from 2000 to 2027.
On January 27, 1998, the Operating Partnership sold $150,000 of unsecured
investment grade rated notes bearing interest at 6.75% and due January 15, 2008.
Net proceeds of $148,500 were used principally to repay borrowings on the
unsecured line of credit and to fund the ongoing acquisition and development of
property.
On February 2, 1998, the Operating Partnership sold $125,000 and $1,500 of
unsecured investment grade rated notes bearing interest at 6.875% and 7.00% and
due February 1, 2005 and February 1, 2007, respectively. Net proceeds of
$125,602 were used primarily to repay borrowings on the unsecured line of credit
and to fund the ongoing acquisition and development of property.
Unsecured Short-Term Borrowings
The Operating Partnership has an Unsecured Line of Credit facility. The maximum
amount available under the facility is $250,000. The facility carries interest
at LIBOR (London Interbank Offered Rates) plus 0.80%, matures in August 2001,
includes an annual administrative fee of $50 and an annual facility fee of .20%.
As of March 31, 1998, the amount drawn on the facility was $121,000. In
addition, the Operating Partnership has a $200,000 short-term bank facility.
This short-term facility carries interest at LIBOR plus .65% and matures
November 1998 with an option to extend for one more year.
Mortgage Loans
Mortgage loans of $115,354 as of March 31, 1998, are secured by deeds of trust
on related properties. The mortgage loans carry interest rates ranging from
7.37% to 9.88%, require monthly principal and interest payments, and mature on
various dates from 1998 to 2013.
7. PARTNER DISTRIBUTIONS PAYABLE
The partners distributions payable at March 31, 1998, and December 31, 1997,
represent amounts payable to partners for the quarters then ended.
8. PARTNERS' CAPITAL
Equity Offerings
The Company placed 710,832 shares of Common Stock at $42.25 per share on
February 18, 1998 and placed 608,828 shares of Common Stock at $41.06 per share
on March 31, 1998 in Registered Unit Investment Trusts.
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<PAGE> 14
Combined net proceeds of $52,200 were used to repay borrowings on the Unsecured
Line of Credit and to fund the ongoing acquisition and development of
properties.
9. COMMITMENTS AND CONTINGENCIES
The land on which three of the Operating Partnership's properties are located is
owned by Stanford University and is subject to ground leases. The ground leases
expire in 2039 or 2040 and, unless the leases are extended, the use of the land,
together with all improvements, will revert back to Stanford University. The
former owners of the three properties prepaid the ground leases through 2011,
2012 and 2017; thereafter, the Operating Partnership will be responsible for the
ground lease payments, as defined under the terms of the leases. These ground
lease payments have been segregated from the total purchase price of the
properties, capitalized as leasehold interests in the accompanying consolidated
balance sheet, and are being amortized ratably over the terms of the related
original prepayment periods (18 to 24 years).
In addition, the Operating Partnership has entered into operating ground leases
on certain land parcels with periods ranging from 16 to 53 years, certain of the
operating ground leases contain purchase options.
10. GAIN ON DISPOSITION OF PROPERTY
Gain on disposition of property for the three months ended March 31, 1998,
represents the gain on disposition of one retail property located in Northern
California.
11. SUBSEQUENT EVENTS
On April 6, 1998, the Operating Partnership obtained a 12.5% interest in Spieker
Griffin/W9 Associates, LLC, for a capital contribution of $18,000. Spieker
Griffin/W9 Associates, LLC, purchased a 535,000 square foot office complex
located in Orange County, California for a total initial cost of $100,000. The
office complex will be managed by the Operating Partnership.
On April 20, 1998, the Operating Partnership issued 1,500,000 Preferred
Operating Partnership Units (Series D Preference Units) at $50.00 per unit in a
private placement. Dividends on the Series D Preference Units are payable at an
annual rate of 7.6875%. Net proceeds of approximately $73,100 were used to repay
borrowings on the unsecured line of credit.
On April 29, 1998, the Operating Partnership issued $25,000 of investment grade
rated unsecured notes with an interest rate of 6.88%, due April 30, 2007. Net
proceeds of $23,400 were used to fund acquisitions of property. Additionally,
the Operating Partnership placed 1,166,144 shares of Common Stock at $39.875 per
share in a Registered Unit Investment Trust. Net proceeds of approximately
$44,000 were contributed to the Operating Partnership and were used to fund
acquisitions of property.
On various dates subsequent to March 31, 1998, through May 1, 1998, the
Operating Partnership acquired properties totaling 1.6 million square feet at a
total initial acquisition cost of $280,000. The acquisitions were funded by
proceeds from Common Stock offerings, borrowings from short-term unsecured bank
facilities, and issuances of debt and Operating Partnership Units.
14
<PAGE> 15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Statements contained in this Item 2, "Management's Discussion and Analysis of
Financial Conditions and Results of Operations," and elsewhere in this Quarterly
Report on Form 10-Q which are not historical facts may be forward-looking
statements. Such statements are subject to certain risks and uncertainties which
could cause actual results to differ materially from those projected, including,
but not limited to, those risks and special considerations set forth in the
Operating Partnership's other SEC filings. Readers are cautioned not to place
undue reliance on these forward-looking statements which speak only as of the
date hereof. The Operating Partnership undertakes no obligation to publicly
release any revisions to these forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
RESULTS OF OPERATIONS
The following comparison is of the Operating Partnership's consolidated
operations for the three month period ended March 31, 1998, as compared to the
corresponding period ended March 31, 1997.
Rental revenues for the first quarter of 1998 increased by $53.1 million or
82.3% to $117.6 million, as compared with $64.5 million for the quarter ended
March 31, 1997. Of this increase, $9.5 million was generated by properties
acquired during the first three months of 1998 (the "1998 Acquisitions"). In the
first quarter of 1998 the Operating Partnership acquired properties totaling 4.0
million square feet for a total investment of $500.0 million. As used herein,
the terms "invested" and "total investment" represent the initial purchase price
of acquisitions, plus projected cost of certain repositioning and rehab capital
expenditures anticipated at the time of purchase. The properties acquired in the
first quarter were acquired on various dates throughout the quarter and, as
such, a full quarter's revenue and expenses was not recognized during the
quarter.
$42.6 million of the rental revenue increase in the first quarter of 1998 was
generated by properties acquired during 1997. During 1997, the Operating
Partnership invested $1.5 billion to acquire properties totaling 12.5 million
square feet (the "1997 Acquisitions").
$2.7 million of the increase in rental revenues is attributable to revenue
increases in properties owned at January 1, 1997, and still owned at March 31,
1998 (the "Core Portfolio"). This increase in the Core Portfolio is due to
increased rental rates realized on the renewal and re-leasing of
second-generation space and contractual rent increases in existing leases.
During the quarter ended March 31, 1998, the Operating Partnership completed 313
lease transactions for the renewal or re-leasing of 2.7 million square feet of
second-generation space. On average for the quarter, the new effective rates
were 21.7% higher than the expiring coupon rent.
$3.0 million of the rental revenue increase in the first quarter of 1998 was
generated by properties developed by the Operating Partnership (the
"Developments"). The Developments include both properties completed and added to
the Operating Partnership's portfolio of stabilized properties during 1997 and
1998, as well as properties currently under development. During the three months
ended March 31, 1998, one property totaling 125,190 square feet was completed
for an estimated final cost of $17.6 million and was added to the Operating
Partnership's portfolio of stabilized properties. The Operating Partnership also
has a current development pipeline of 3.1 million square feet representing a
total projected cost of $305.3 million. Certain of the properties in the
development pipeline are shell complete and partially occupied.
The increases in rental revenue are partially offset by a decrease of $4.7
million attributable to the disposition of properties which were owned by the
Operating Partnership during the quarter ended March 31, 1997 and sold
subsequent to the end of such quarter (the "Property Dispositions").
As a result of the 1998 Acquisitions, the 1997 Acquisitions, and the
Developments, the Operating Partnership's rentable square footage, not including
retail properties, increased by 15.0 million square feet or 64.0% to 38.4
million square feet on March 31, 1998, from 23.4 million on March 31, 1997. At
March 31, 1998, the portfolio of
15
<PAGE> 16
stabilized properties was 93.8% occupied. By property type, the office portfolio
was 94.8% occupied and the industrial portfolio was 93.0% occupied.
Interest and other income increased by $5.7 million or 285.0% for the quarter
ended March 31, 1998, as compared to the quarter ended March 31, 1997. The net
increase in interest and other income is due to interest income from mortgage
loans made to Spieker Northwest, Inc. (SNI), an affiliate of the Operating
Partnership, in relation to SNI's acquisition of non-core assets in the WCB
Portfolio. Refer to footnote (4) Transactions with Affiliates -- "Investment in
Affiliate" for further explanation.
Rental expenses increased by $12.7 million or 108.5% for the quarter ended March
31, 1998, as compared with the same period in 1997. Real estate taxes increased
by $4.0 million or 75.5% in 1998, as compared to $5.3 million in 1997. The
overall increase in rental expenses and real estate taxes (collectively referred
to as "property operating expenses") is primarily a result of the growth in the
total square footage of the Operating Partnership's portfolio of properties. Of
the total $16.7 million increase in property operating expenses, $12.8 million
is attributable to the 1997 Acquisitions, $4.0 million is attributable to the
1998 Acquisitions, $0.6 million is attributable to the Developments, and $0.4
million is attributable to the Core Portfolio offset by a $1.1 million decrease
attributable to the Property Dispositions. On a percentage basis, property
operating expenses were 28.7% and 26.4% of rental revenues for the quarter ended
March 31, 1998, and March 31, 1997, respectively. The increase in property
operating expenses as a percentage of rental revenues is attributable to the
increased percentage of office properties in the Operating Partnership's
portfolio. For the quarter ended March 31, 1998, 65.1% of the Operating
Partnership's net operating income (rental revenues less property operating
expenses) was generated by office properties as compared with 58.8% during 1997.
In relation to the Operating Partnership's decision to divest itself of certain
properties, the following analysis is presented: Rental revenues net of property
operating expenses (referred to as "net operating income") increased by $40.0
million or 92.2% to $83.4 million, as compared to $43.4 million for the quarter
ended March 31, 1997. Of this increase, $29.8 million and $5.5 million relates
to the 1997 and 1998 Acquisitions, $2.3 million is attributable to the Core
Portfolio, and $2.4 million is attributable to the Developments.
Interest expense increased by $17.3 million or 144.2% to $29.3 million for the
quarter ended March 31, 1998, from $12.0 million for the same period in 1997.
The increase in interest expense is due to increases in the total average
outstanding debt balances. The average outstanding debt for the quarter ended
March 31, 1998, and 1997 was $1.7 billion and $700.0 million, respectively. The
increase in the average outstanding debt balance is consistent with the increase
in the size of the Operating Partnership's portfolio of properties.
Depreciation and amortization expenses increased by $9.0 million or 84.9% for
the quarter ended March 31, 1998, as compared with the same quarter in 1997, due
to the 1998 and 1997 Acquisitions and the completed Developments.
General and administrative expenses and other expenses increased by $1.7 million
for the quarter ended March 31, 1998 as compared with the same period in 1997,
primarily as a result of the increased number of employees. On a percentage
basis, general and administrative expenses were 4.1% of rental revenues for the
quarter, as compared with 4.8% for the same period in 1997.
During the first quarter of 1998, the Operating Partnership disposed of one
retail property resulting in a gain on disposition of $9.0 million.
Net income before minority interests and disposition of property increased by
$14.1 million or 59.2% to $37.9 million for the quarter ended March 31, 1998,
from $23.8 million for the three months ended March 31, 1997. The increase in
net income is principally due to increased rents in the Operating Partnership's
Core Portfolio and the 1997 Acquisitions.
16
<PAGE> 17
LIQUIDITY AND CAPITAL RESOURCES
For the quarter ended March 31, 1998, cash provided by operating activities
increased by $30.1 million, or 53.7%, to $86.2 million, as compared to $56.1
million for 1997. The increase is primarily due to the increase in net income
resulting from the 1997 and 1998 Acquisitions, the Developments, increased
property operating income generated by the Core Portfolio and is partially
offset by an increase in interest expense. Cash used for investing activities
increased by $147.3 million, or 42.7%, to $492.2 million for the first three
months of 1998, as compared to $344.9 million for the first three months of
1997. The increase is attributable to the Operating Partnership's ongoing
acquisition and development of office and industrial properties offset by
proceeds from dispositions. Cash provided by financing activities increased by
$92.2 million, or 29.5%, to $404.4 million for the first three months of 1998,
as compared to $312.2 million for the same period in 1997. During the first
three months of 1998, cash provided by financing activities consisted primarily
of $61.5 million in net proceeds from the sale of Common Stock, $276.5 million
in proceeds from the issuance of unsecured notes (see below), net borrowings of
$121.0 million on the Facility (as defined below) and an $18.9 million increase
in mortgage loans due to loans assumed in conjunction with property
acquisitions. Additionally, payments of distributions increased by $23.4 million
to $44.6 million for the first three months of 1998, as compared with $21.2
million for the same period in 1997. The distribution payment increase is due to
the greater number of shares outstanding and a 21.3% increase in the
distribution rate of $.57 per share for the first three months of 1998 from $.47
per share in 1997.
The principal sources of funding for acquisitions, development, expansion and
renovation of the properties are unsecured short-term borrowings, public and
privately placed equity financing, public unsecured debt financing, the issuance
of partnership units in the Operating Partnership, the assumption of secured
debt on properties acquired and cash flow provided by operations. The Operating
Partnership believes that its liquidity and its ability to access capital are
adequate to continue to meet liquidity requirements for the foreseeable future.
At March 31, 1998, the Operating Partnership had no material commitments for
capital expenditures related to the renewal or re-leasing of space. The
Operating Partnership believes that the cash provided by operations and its line
of credit provide sufficient sources of liquidity to fund capital expenditure
costs associated with the renewal or re-leasing of space.
In January 1997, the Company sold 11,500,000 shares of Common Stock (including
1,500,000 shares sold to the underwriters in the exercise of their
over-allotment option in February 1997) through an underwritten public offering
at $34.50 per share. The net proceeds of $374.8 million were used to purchase
properties during the first quarter of 1997, many of which were under contract
or letter of intent at the time of the offering, and to repay indebtedness.
Also, in January 1997, the Company and the Operating Partnership filed a shelf
registration statement with the SEC which registered $500.0 million of equity
securities of the Company and $500.0 million of debt securities of the Operating
Partnership and became effective in January 1997.
In September 1997, the Company and the Operating Partnership filed a shelf
registration statement (the "September 1997 Shelf Registration Statement") with
the SEC which registered $500.0 million of equity securities of the Company and
$500.0 million of debt securities of the Operating Partnership which became
effective in October 1997.
On October 10, 1997, the Company sold 6,000,000 shares of Series C Cumulative
Redeemable Preferred Stock for $25.00 per share. Dividends are payable at an
annual rate of 7.875% of the liquidation preference of $150.0 million. Net
proceeds of $146.0 million were used principally to repay borrowings on the
unsecured line of credit and to fund the ongoing acquisition and development of
property.
In November 1997, the Company sold 11,500,000 shares of Common Stock (including
1,500,000 shares sold to the underwriters in the exercise of their
over-allotment option) through an underwritten public offering at $38.875 per
share. The net proceeds of $425.0 million were used to repay indebtedness and to
purchase properties which were under contract at the time of the offering.
17
<PAGE> 18
In December 1997, the Company placed 573,134 shares of Common Stock in a
Registered Unit Investment Trust at $41.875 per share together with other
publicly traded REITs. The net proceeds of $22.8 million were used to repay
borrowings on the unsecured line of credit and to fund the ongoing acquisition
and development of properties.
In February and March 1998, the Company placed 710,832 shares and 608,828 shares
of Common Stock at prices of $42.25 and $41.06 in Registered Unit Investment
Trusts along with other publicly traded REITs. The net proceeds of $52.5 million
were used to paydown borrowings on the line of credit and to fund the ongoing
acquisition and development of properties.
In 1997 the Operating Partnership issued $500.0 million of investment grade
rated debt in three tranches as follows: On July 14, 1997, the Operating
Partnership issued $150.0 million of investment grade rated unsecured notes. The
notes carry an interest rate of 7.125%, were priced to yield 7.183%, and mature
on July 1, 2009. On September 29, 1997, the Operating Partnership issued $150.0
million of investment grade rated unsecured debentures. The debentures carry an
interest rate of 7.5%, were priced to yield 7.57% and mature on October 1, 2027.
On December 8, 1997, the Operating Partnership issued $200.0 million of 7.35%
debentures, priced to yield 7.37%, and mature on December 1, 2017. Net proceeds
from the July 1997, September 1997 and December 1997 unsecured debt securities
of $489.0 million were used to repay borrowings on the unsecured line of credit
and to fund the ongoing acquisition and development of properties.
During the first quarter of 1998 the Operating Partnership issued $276.5 million
of investment grade rated unsecured notes in three tranches as follows: $150.0
million of 6.75% notes due January 15, 2008, priced to yield 6.79%; $125.0
million of 6.875% notes due February 1, 2005; and $1.5 million of 7.0% notes due
February 2, 2007.
As of March 31, 1998, the Operating Partnership had in total $1.4 billion of
investment grade rated unsecured debt securities outstanding. The debt
securities have interest rates which vary from 6.65% to 8.00%, and maturity
dates which range from 2000 to 2027. Through its issuance of debt the Company
has extended the average maturity for its unsecured debt from 7.2 years at March
31, 1997, to 9.8 years at March 31, 1998.
The Operating Partnership has a $250.0 million unsecured line of credit facility
(the "Facility") with interest at London Interbank Offered Rates ("LIBOR") plus
.80%. The Facility matures in August 2001. This facility has a competitive bid
option that allows the Operating Partnership to request bids from the Lenders
for advances up to $150.0 million. At March 31, 1998, the Operating Partnership
had $121.0 million outstanding under the Facility. In addition, the Operating
Partnership had $200.0 million outstanding under a separate short-term bank
facility at December 31, 1997. This short-term facility carries interest at
LIBOR plus 0.65% and matures in November 1998 with an option to extend for one
more year.
In addition to the unsecured debt securities and the Facility, the Operating
Partnership has $115.4 million of secured indebtedness (the "Mortgages") at
March 31, 1998. The Mortgages have interest rates varying from 7.37% to 10.0%
and maturity dates from 1998 to 2013. The Mortgages are secured by a first or
second deed of trust on the related properties and generally require monthly
principal and interest payments. The Operating Partnership also has $12.7
million of assessment bonds outstanding as of March 31, 1998.
Subsequent to the quarter end in April 1998, the Company placed 1,166,144 shares
of Common Stock at $39.88 per share in a Registered Unit Investment Trust. The
Operating Partnership also issued $25.0 million of investment grade rated
unsecured notes with an interest rate of 6.875%, due April 30, 2007. The net
proceeds of $23.4 million were used to fund acquisitions of property. Finally,
the Company sold 1,500,000 Series D Cumulative Redeemable Preferred Units to an
institutional investor for $50.00 per unit. Dividends are payable at an annual
rate of 7.6875%. These Preferred Units may be called at par on or after April
20, 2003, and have no stated maturity or mandatory redemption. These Preferred
Units are not convertible into Common Stock of the Company. The net proceeds of
$44.1 million for the Common Shares and $73.1 million for the Series D Preferred
Units were used to paydown the line of credit and fund future growth of the
Operating Partnership.
In addition, the Company and the Operating Partnership filed a shelf
registration statement (the "May 1998 Shelf Registration Statement") with the
SEC which registered $500.0 million of equity securities of the Company and
$500.0 million of debt securities of the Operating Partnership, which became
effective in May 1998.
After completion of the equity and debt offerings, the Company has the capacity
pursuant to the September 1997 Registration Statement and the May 1998
Registration Statement to issue up to approximately $770.5 million in equity
securities and the Operating
18
<PAGE> 19
Partnership has the capacity pursuant to the September 1997 Registration
Statement and the May 1998 Registration Statement to issue up to $813.5 million
in debt securities.
FUNDS FROM OPERATIONS
The Operating Partnership considers Funds from Operations to be a useful
financial measure of the operating performance of an equity REIT because,
together with net income and cash flows, Funds from Operations provides
investors with an additional basis to evaluate the ability of a REIT to incur
and service debt and to fund acquisitions, developments, and other capital
expenditures. Funds from Operations does not represent net income or cash flows
from operations as defined by generally accepted accounting principles ("GAAP")
and Funds from Operations should not be considered as an alternative to net
income as an indicator of the Operating Partnership's operating performance or
as an alternative to cash flows as a measure of liquidity. Funds from Operations
does not measure whether cash flow is sufficient to fund all of the Operating
Partnership's cash needs including principal amortization, capital improvements,
and distributions to stockholders. Funds from Operations does not represent cash
flows from operating, investing, or financing activities as defined by GAAP.
Further, Funds from Operations as disclosed by other REITs may not be comparable
to the Operating Partnership's calculation of Funds from Operations, as
described below.
Pursuant to the National Association of Real Estate Investment Trusts ("NAREIT")
revised definition of Funds from Operations, the Operating Partnership
calculates Funds from Operations by adjusting net income before minority
interest, calculated in accordance with GAAP, for certain non-cash items,
principally the amortization and depreciation of real property and for dividends
on shares and other equity interests that are not convertible into shares of
Common Stock. The Operating Partnership does not add back the depreciation of
corporate items, such as computers or furniture and fixtures, or the
amortization of deferred financing costs or debt discount. However, the
Operating Partnership eliminates the effect of straight-lined rents, as defined
under GAAP, in its FFO calculation, as management believes this presents a more
meaningful picture of rental income over the reporting period.
Funds from Operations per share is calculated based on weighted average
Operating Partnership Units outstanding, including the dilutive effect of stock
options. The average number of units outstanding for the three months ended
March 31, 1998 and 1997, respectively, was 69,795,053 and 52,558,468.
STATEMENT OF FUNDS FROM OPERATIONS
(dollars in thousands)
<TABLE>
<CAPTION>
Three Months Ended
------------------
March 31, 1998 March 31, 1997
-------------- --------------
<S> <C> <C>
Net income before disposition of property and minority interest $ 37,943 $ 23,812
Adjustments:
Dividends on Series B Preferred Stock (2,510) (2,510)
Dividends on Series C Preferred Stock (2,953) --
Distributions on Preferred Operating Partnership Units (1,266) --
Depreciation and Amortization 19,366 10,478
Other, net (14) 187
Straight-lined rent (1,640) 3
-------- --------
Funds from Operations $ 48,926 $ 31,970
======== ========
</TABLE>
19
<PAGE> 20
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(A) Exhibits
The exhibits listed below are filed as part of this quarterly report on
Form 10-Q.
<TABLE>
<CAPTION>
Exhibit
Number
<S> <C>
12.1 Statement of Computation of Ratio of Earnings to
Combined Fixed Charges and Preferred Dividends
27.1 Article 5 Financial Data Schedule (EDGAR Filing Only)
27.2 Article 5 Financial Data Schedule (EDGAR Filing Only)
</TABLE>
(B) Reports on Form 8-K
(i) The Company filed a current report on Form 8-K dated January 20,
1998, which included the statements of revenues and certain expenses
of the San Jose Concourse and the TDC Portfolio.
(ii) The Company filed a current report on Form 8-K/A dated February 9,
1998, which included the statements of revenues and certain expenses
of the City Office Portfolio.
20
<PAGE> 21
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 there unto duly authorized.
Spieker Properties, L.P.
(Registrant)
Dated: /s/ ELKE STRUNKA
------------------- ---------------------------------------------
Elke Strunka
Vice President and
Principal Accounting Officer of
Spieker Properties, Inc., the General Partner
21
<PAGE> 22
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
12.1 Statement of Computation of Ratio of Earnings to Combined Fixed Charges
and Preferred Dividends
27.1 Article 5 Financial Data Schedule (EDGAR Filing Only)
27.2 Article 5 Financial Data Schedule (EDGAR Filing Only)
</TABLE>
22
<PAGE> 1
EXHIBIT 12.1
SPIEKER PROPERTIES, L.P. AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(in thousands, except ratios)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-------------------------
MARCH 31, MARCH 31,
1998 1997
-------------------------
<S> <C> <C>
Earnings:
Income from operations before disposition of
property and minority interest $37,943 $23,182
Interest expense(1) 29,287 12,013
Amortization of capitalized interest 110 72
------- -------
Total earnings $67,320 $35,287
======= =======
Fixed charges:
Interest expense(1) $29,267 $12,013
Capitalized interest 2,972 1,235
------- -------
Total fixed charges $32,239 $13,248
======= =======
Ratio of earnings to fixed charges 2.09 2.66
======= =======
Fixed charges in excess of earnings $ -- $ --
======= =======
</TABLE>
Notes:
(1) Includes amortization of debt discount and deferred financing fees.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 21,042
<SECURITIES> 0
<RECEIVABLES> 9,158
<ALLOWANCES> 301
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 3,570,822
<DEPRECIATION> 183,639
<TOTAL-ASSETS> 3,780,131
<CURRENT-LIABILITIES> 0
<BONDS> 1,847,854
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 3,780,131
<SALES> 0
<TOTAL-REVENUES> 125,307
<CGS> 0
<TOTAL-COSTS> 33,689
<OTHER-EXPENSES> 24,408
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 29,267
<INCOME-PRETAX> 37,943
<INCOME-TAX> 0
<INCOME-CONTINUING> 37,943
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 45,703
<EPS-PRIMARY> 0.66
<EPS-DILUTED> 0.65
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 52,825
<SECURITIES> 0
<RECEIVABLES> 5,086
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 1,733,076
<DEPRECIATION> 135,732
<TOTAL-ASSETS> 1,818,649
<CURRENT-LIABILITIES> 0
<BONDS> 724,979
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1,818,649
<SALES> 0
<TOTAL-REVENUES> 66,417
<CGS> 0
<TOTAL-COSTS> 16,926
<OTHER-EXPENSES> 13,666
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,013
<INCOME-PRETAX> 23,812
<INCOME-TAX> 0
<INCOME-CONTINUING> 23,812
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 25,297
<EPS-PRIMARY> 0.49
<EPS-DILUTED> 0.48
</TABLE>
