<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 SEPTEMBER 30, 1999
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 24
Exhibit Index is located on Page 23.
<PAGE> 2
SPIEKER PROPERTIES, L.P.
QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 1999
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited) ............................................ 3
Consolidated Balance Sheets as of September 30, 1999 and December 31, 1998 .. 4
Consolidated Statements of Operations for the Three and Nine months ended
September 30, 1999 and 1998 ............................................... 6
Consolidated Statement of Partners' Capital for the Nine months ended
September 30, 1999 ........................................................ 7
Consolidated Statements of Cash Flows for the Nine months ended
September 30, 1999 and 1998 ............................................... 8
Notes to Consolidated Financial Statements .................................. 9
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations ................................................... 16
Item 3. Quantitative and Qualitative Disclosures About Market Risk .................. 22
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ............................................ 23
Signatures .......................................................................... 24
</TABLE>
2
<PAGE> 3
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 September 30, 1999, and December 31,
1998
(ii) Consolidated Statements of Operations for the Three and Nine months
ended September 30, 1999 and 1998 (iii) Consolidated Statement of
Partners' Capital for the Nine months ended September 30, 1999
(iv) Consolidated Statements of Cash Flows for the Nine months ended
September 30, 1999 and 1998
(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 Form 10-K for the year ended
December 31, 1998 and Report on Form 10-Qs for the three month period ended
March 31, 1999 and for the six month period ended June 30, 1999.
3
<PAGE> 4
SPIEKER PROPERTIES, L.P.
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 1999, AND DECEMBER 31, 1998
(unaudited, dollars in thousands)
ASSETS
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
----------- -----------
<S> <C> <C>
INVESTMENTS IN REAL ESTATE
Land, land improvements and leasehold interests $ 794,757 $ 770,670
Buildings and improvements 3,064,332 2,924,290
Construction in progress 195,842 255,710
----------- -----------
4,054,931 3,950,670
Less - Accumulated depreciation (291,758) (240,778)
----------- -----------
3,763,173 3,709,892
----------- -----------
Land held for investment 131,705 131,530
Investments in mortgages 18,725 28,069
Properties held for disposition, net 154,554 72,537
----------- -----------
Net investments in real estate 4,068,157 3,942,028
CASH AND CASH EQUIVALENTS 20,166 4,916
ACCOUNTS RECEIVABLE, net of allowance for doubtful accounts of
$1,859 as of September 30, 1999 and $894 as of December 31, 1998 4,983 9,416
DEFERRED RENT RECEIVABLE 20,321 12,746
RECEIVABLE FROM AFFILIATES 403 183
DEFERRED FINANCING AND LEASING COSTS, net of accumulated
amortization of $19,550 as of September 30, 1999 and $14,539
as of December 31, 1998 50,629 44,607
FURNITURE, FIXTURES AND EQUIPMENT, net 4,913 4,495
PREPAID EXPENSES, DEPOSITS ON PROPERTIES AND OTHER ASSETS
12,609 17,616
INVESTMENT IN AFFILIATES 20,671 20,863
----------- -----------
$ 4,202,852 $ 4,056,870
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
4
<PAGE> 5
SPIEKER PROPERTIES, L.P.
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 1999, AND DECEMBER 31, 1998
(unaudited, dollars in thousands, except share data)
LIABILITIES AND PARTNERS' CAPITAL
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
---------- ----------
<S> <C> <C>
DEBT
Unsecured notes $1,836,500 $1,436,500
Unsecured short-term borrowings 28,012 300,000
Mortgage loans 101,301 110,698
---------- ----------
Total debt 1,965,813 1,847,198
---------- ----------
ASSESSMENT BONDS PAYABLE 10,635 11,339
ACCOUNTS PAYABLE 11,948 24,938
ACCRUED REAL ESTATE TAXES 15,524 2,251
ACCRUED INTEREST 41,513 25,263
UNEARNED RENTAL INCOME 26,320 22,635
DIVIDENDS AND DISTRIBUTIONS PAYABLE 47,715 44,728
OTHER ACCRUED EXPENSES AND LIABILITIES 63,440 56,704
---------- ----------
Total liabilities 2,182,908 2,035,056
---------- ----------
COMMITMENTS AND CONTINGENCIES (Note 9)
PARTNERS' CAPITAL
General Partner, including a liquidation preference of $381,250
as of September 30, 1999 and December 31, 1998 1,754,008 1,723,462
Limited Partners 265,936 298,352
---------- ----------
Total Partners' Capital $4,202,852 $4,056,870
========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
5
<PAGE> 6
SPIEKER PROPERTIES, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(unaudited, dollars in thousands, except share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
--------------------- --------------------
1999 1998 1999 1998
-------- -------- -------- ------
<S> <C> <C> <C> <C>
REVENUES
Rental income $163,005 $143,139 $469,114 $393,219
Interest and other income 1,595 2,651 4,867 16,495
-------- -------- -------- --------
164,600 145,790 473,981 409,714
-------- -------- -------- --------
OPERATING EXPENSES
Rental expenses 37,937 34,218 105,350 87,694
Real estate taxes 12,798 11,076 35,846 30,726
Interest expense, including amortization of
finance costs 30,678 28,613 89,388 88,811
Depreciation and amortization 29,327 24,191 81,832 66,423
General and administrative and other expenses 5,906 4,430 17,301 14,225
-------- -------- -------- --------
116,646 102,528 329,717 287,879
-------- -------- -------- --------
Income from operations before disposition of
real estate 47,954 43,262 144,264 121,835
-------- -------- -------- --------
GAIN ON DISPOSITION OF REAL ESTATE 6,159 1,417 15,990 17,132
-------- -------- -------- --------
Net Income 54,113 44,679 160,254 138,967
-------- -------- -------- --------
Preferred Operating Partnership Unit
Distributions (1,538) (2,527) (6,463) (6,016)
--------- --------- --------- ---------
Preferred Dividends:
Series A Preferred Stock (744) (695) (2,232) (2,085)
Series B Preferred Stock (2,510) (2,510) (7,530) (7,530)
Series C Preferred Stock (2,953) (2,953) (8,859) (8,859)
Series E Preferred Stock (2,000) (2,000) (6,000) (2,600)
-------- -------- -------- --------
Net income available to general and limited
partners $ 44,368 $ 33,994 $129,170 $111,877
======== ======== ======== ========
General Partners $ 39,004 $ 29,786 $113,348 $ 98,645
-------- -------- -------- --------
Limited Partners $ 5,364 $ 4,208 $ 15,822 $ 13,232
-------- -------- -------- --------
Total $ 44,368 $ 33,994 $129,170 $111,877
======== ======== ======== ========
NET INCOME PER COMMON OPERATING PARTNERSHIP UNIT
Basic earnings per unit $ .60 $ .47 $ 1.78 $ 1.60
======== ======== ======== ========
Diluted earnings per unit $ .60 $ .47 $ 1.76 $ 1.58
======== ======== ======== ========
DISTRIBUTIONS PER COMMON OPERATING PARTNERSHIP
UNIT
General Partner $ .61 $ .57 $ 1.83 $ 1.72
======== ======== ======== ========
Limited Partners $ .61 $ .57 $ 1.83 $ 1.71
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
6
<PAGE> 7
SPIEKER PROPERTIES, L.P.
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
(unaudited, dollars in thousands, except unit data)
<TABLE>
<CAPTION>
General Limited
Partner Partner General Limited
Units Units Partner Partners Total
---------- --------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1998 63,092,929 8,902,915 $1,723,462 $298,352 $2,021,814
Conversion of Operating Partnership Units
and Preferred Operating Partnership
Interest to Common Stock 1,462,203 (37,000) 53,859 (55,327) (1,468)
Restricted Stock Grant 99,458 3,473 3,473
Restricted Stock Grant - Deferred
Compensation (3,473) (3,473)
Exercise of stock options 95,300 2,083 2,083
Amortization of deferred compensation 1,460 1,460
Allocation of Operating Partnership interest (23,369) 23,369 -
Partner distributions (141,456) (22,743) (164,199)
Net income 137,969 22,285 160,254
---------- --------- ---------- -------- ----------
BALANCE AT SEPTEMBER 30, 1999 64,749,890 8,865,915 $1,754,008 $265,936 $2,019,944
========== ========= ========== ======== ==========
</TABLE>
7
<PAGE> 8
SPIEKER PROPERTIES, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND
1998 (unaudited, dollars in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30
---------------------------------
1999 1998
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 160,254 $ 138,967
Adjustments to reconcile net income to net cash provided by
operating activities-
Depreciation and amortization 81,832 66,423
Amortization of discount and deferred financing costs 1,747 1,675
Loss from affiliate 192 --
Non-cash compensation 736 63
Gain on disposition of real estate (15,990) (17,132)
Increase in accounts receivable and other assets (2,075) (4,350)
(Increase) decrease in receivable from related parties (220) 294
Decrease in assessment bonds payable (728) (798)
(Decrease) increase in accounts payable and other accrued
expenses and liabilities (735) 21,043
Increase in accrued real estate taxes 13,274 12,132
Increase in accrued interest 16,250 10,304
----------- -----------
Net cash provided by operating activities 254,537 228,621
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to properties (245,002) (1,039,222)
Reductions to deposits on properties, net 3,123 39,181
Additions to investment in mortgages -- (11,610)
Additions to investment in affiliates -- (8,574)
Additions to leasing costs (11,669) (12,282)
Proceeds from disposition of real estate 88,618 314,130
Distributions from affiliates -- 31,670
----------- -----------
Net cash used for investing activities (164,930) (686,707)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from debt 570,000 1,021,500
Payments on debt (480,930) (697,809)
Payments of financing fees, net of hedging proceeds (1,311) (3,246)
Payments of distributions (164,199) (144,182)
Capital contributions-Preferred Stock, net of issuance costs -- 96,401
Capital contributions-Common Stock, net of issuance costs -- 102,534
Capital contributions-Stock Options exercised 2,083 6,405
Proceeds from sale of Operating Partnership Units -- 73,125
----------- -----------
Net cash (used for) provided by financing activities (74,357) 454,728
----------- -----------
Net increase (decrease) in cash and cash equivalents 15,250 (3,358)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 4,916 22,628
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 20,166 $ 19,270
=========== ===========
SUPPLEMENTAL CASH FLOW DISCLOSURE
Cash paid for interest $ 87,328 $ 87,921
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
8
<PAGE> 9
SPIEKER PROPERTIES, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 and 1998
(unaudited, dollars in thousands)
1. ORGANIZATION AND BASIS OF PRESENTATION
Spieker Properties, L.P. (the "Operating Partnership") a California limited
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. As of September 30, 1999, the Company owned an
approximate 88.2 percent general partnership interest in the Operating
Partnership.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consolidation
The Operating Partnership's consolidated financial statements include the
consolidated financial position of the Operating Partnership and its
subsidiaries as of September 30, 1999, and December 31, 1998, and their
consolidated results of operations and cash flows for the three and nine months
ended September 30, 1999 and 1998. The Operating Partnership's investment in
Spieker Northwest, Inc. (an unconsolidated Preferred Unit subsidiary) and its
investment in Spieker Griffin/W9 Associates, LLC are 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 as of, and for the three and nine months
ended September 30, 1999 and 1998, 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 and nine months ended September 30, 1999 and
1998, 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, 1998
and Form 10-Qs for the three month period ended March 31, 1999 and for the six
month period ended June 30, 1999.
Investments in Real Estate
Investments in real estate are recorded at cost and are depreciated using the
straight-line method over the estimated useful lives of the assets. 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 the property, legal fees, acquisition costs,
capitalized interest, property taxes and other costs incurred during the period
of construction. All acquisitions are recorded using the purchase method of
accounting.
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.
9
<PAGE> 10
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 September 30,
1999, and December 31, 1998, none of the carrying values of the properties
exceeded their estimated fair values. As of September 30, 1999, and December 31,
1998, the properties are located primarily in California and the Pacific
Northwest. As a result of this geographic concentration, the operations of these
properties could be adversely affected by a recession or general economic
downturn where these properties are located.
The Operating Partnership owns mortgage loans that are secured by real estate.
As of September 30, 1999, all 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 September 30, 1999, the estimated fair value of the underlying
real estate was in excess of the Operating Partnership's book value of the
mortgage loans.
Construction in Progress
Project costs, not including land 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 the property is under construction and
until all activities related to the property's development are complete.
Land Held for Investment
The Operating Partnership has incurred costs related to land parcels that are
either held for investment or are in a design and approval process. As of
September 30, 1999, approximately $32.9 million of construction in progress is
associated with these land parcels.
Cash and Cash Equivalents
Highly liquid investments with an original maturity of three months or less when
purchased are classified as cash and 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.
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. Unearned rental income
represents rental obligations prepaid to the Operating Partnership.
10
<PAGE> 11
Interest and Other Income
Interest and other income includes interest income on cash, cash equivalents,
and investments in mortgages and management fee income.
Net Income Per Unit
Per unit amounts for the Operating Partnership are computed using the weighted
average units outstanding during the period. Additionally, earnings used in the
calculation are reduced by distributions owed to Series A, B, C and E preferred
unit holders. The diluted weighted average units outstanding include the
dilutive effect of options and other unit equivalents. The computation of the
diluted earnings per unit for the three and nine months ended September 30, 1999
and 1998 does not include WCB Preferred units due to their antidilutive effect.
The basic and diluted weighted average general partner units and limited
partners' units outstanding for the three and nine months ended September 30,
1999 and 1998, are as follows:
<TABLE>
<CAPTION>
Basic Weighted Average Diluted Weighted Average
General Partner Units General Partner Units
--------------------- ---------------------
<S> <C> <C>
Three months ended:
September 30, 1999 64,473,256 65,243,805
September 30, 1998 62,976,362 63,593,983
Nine months ended:
September 30, 1999 63,677,475 64,410,356
September 30, 1998 61,787,427 62,618,310
</TABLE>
<TABLE>
<CAPTION>
Basic Weighted Average Diluted Weighted Average
Limited Partner Units Limited Partner Units
--------------------- ---------------------
<S> <C> <C>
Three months ended:
September 30, 1999 8,865,915 8,865,915
September 30, 1998 8,825,744 8,825,744
Nine months ended:
September 30, 1999 8,868,681 8,868,681
September 30, 1998 8,283,192 8,283,192
</TABLE>
Reclassifications
Certain items in the 1998 financial statements have been reclassified to conform
to the 1999 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.
11
<PAGE> 12
3. ACQUISITIONS AND DISPOSITIONS
The Operating Partnership acquired the following properties (the "1999
Acquisitions") during the nine months ended September 30, 1999:
<TABLE>
<CAPTION>
Property Total Rentable Initial
Project Name Location Type(1) Square Feet Cost(2)
------------ -------- -------- ----------- --------
<S> <C> <C> <C> <C>
Oakbrook Plaza Laguna Hills, CA O 119,847 $ 18,527
Eastgate Office Park Bellevue, WA O 273,892 40,392
Governor Executive Centre San Diego, CA O 52,196 8,263
First Financial Center Ontario, CA O 80,406 8,703
</TABLE>
(1) "O" indicates office property.
(2) Represents the initial acquisition costs of the properties and excludes any
estimated repositioning costs.
During the nine months ended September 30, 1998, the Operating Partnership
acquired 6,040,876 square feet of office and industrial property at an initial
cost of $800,479 (the "1998 Acquisitions"). In addition, the acquisitions for
the nine months ended September 30, 1998, included approximately 48.6 acres of
land held for future development and redevelopment at the initial cost of
$86,202. The 1999 and 1998 Acquisitions were recorded using the purchase method
of accounting.
During the nine months ended September 30, 1999, the Operating Partnership
acquired four parcels of land for development. The initial cost of these parcels
was $46,633. During the nine months ended September 30, 1998, the Operating
Partnership acquired twelve parcels of land for development. The initial cost of
these twelve parcels was $62,430.
The Operating Partnership disposed of the following investments in real estate
(the "1999 Dispositions") during the nine months ended September 30, 1999.
<TABLE>
<CAPTION>
Property Total Rentable
Project Name Location Type(1) Square Feet
------------ -------- -------- -----------
<S> <C> <C> <C>
Biltmore Commerce Center Phoenix, AZ O 262,875
Overland Court Land Sacramento, CA L N/A
Ryan Ranch Industrial Monterey, CA I 26,500
Grandview Drive South San Francisco, CA I 36,400
Commerce Pointe Ontario, CA I 113,631
Progress Industrial Park San Diego, CA I 123,275
Coral Tree Commerce Center San Diego, CA I 130,866
Ontario Commerce Land II Ontario, CA L N/A
Benicia Industrial Park Benicia, CA I 43,776
Airport Office Mortgage San Jose, CA M N/A
</TABLE>
(1) O- Office; I- Industrial; L- Land, M- Mortgage
The aggregated disposition proceeds for land, mortgage, and properties were
$20,256 for the three months and $91,099 for the nine months ended September 30,
1999, including $5,170 for a condemnation gain recognized in the first quarter
of 1999.
During the nine months ended September 30, 1998, the Operating Partnership
disposed of one retail property, two office properties and three industrial
properties for $65,528 (the "1998 Dispositions").
4. TRANSACTIONS WITH AFFILIATES
Revenues and Expenses
The Operating Partnership received $276 for the three months ended September 30,
1999 and $876 for the nine months ended September 30, 1999 and $341 and $2,197
for the same periods in 1998, for management services provided to certain
properties that are controlled and operated by either Spieker Northwest, L.P. or
Spieker Partners
12
<PAGE> 13
related entities (collectively, "Spieker Partners") and Spieker Griffin/W9
Associates, LLC. Certain officers of Spieker Properties, Inc. are partners in
Spieker Partners.
Receivable From Affiliates
The $403 receivable from affiliates at September 30, 1999, and the $183 at
December 31, 1998, represents management fees and reimbursements due from
Spieker Northwest, L.P., Spieker Griffin/W9 Associates, LLC and Spieker
Partners.
Investments in Mortgages
Included in Investments in Mortgages of $18,725 at September 30, 1999 and
$28,069 at December 31, 1998 are loans to Spieker Northwest, L.P. (SNI). The
loans are secured by deeds of trust on real property, bear interest at 8.5%, and
mature in 2012. Interest income of $342 and $1,027 related to these mortgages is
included in interest and other income for the three and nine months ended
September 30, 1999 and $1,160 and $10,369 is included in interest and other
income for same periods in 1998.
Investment in Affiliate
The investment in affiliate represents an investment in SNI. The Operating
Partnership owns 95% of the non-voting Preferred Stock of SNI. Certain senior
officers and one former officer of the Company own 100% of the voting stock of
SNI. At September 30, 1999, SNI owned 225,815 square feet of office and
industrial property located in California. In addition, SNI owns 1 parcel of
land totaling 3.4 acres. Certain of these properties are held for sale at
September 30, 1999. In addition to property ownership, SNI provides property
management services to certain properties owned by Spieker Partners.
Additionally, investment in affiliates represents the 12.5% common interest and
37.5% preferred interest in Spieker Griffin/W9 Associates, LLC. Spieker
Griffin/W9, LLC Associates owns a 535,000 square foot office complex, located in
Orange County, California, which is managed by the Company.
5. PROPERTIES HELD FOR DISPOSITION
The Operating Partnership continues to review its portfolio and its long-term
strategy for properties. The Operating Partnership will dispose of, over time,
assets that do not have a strategic fit with the portfolio. Included in
properties held for disposition of $154,554 at September 30, 1999, are seventeen
properties and one land parcel. One industrial property is located in Northern
California, one industrial property and one land parcel are located in Southern
California, fourteen industrial properties and one office property are located
in the Pacific Northwest. The divestiture of the properties held for disposition
is subject to identification of a purchaser, negotiation of acceptable terms and
other customary conditions.
The following summarizes the condensed results of operations of the properties
held for disposition at September 30, 1999 for the nine months ended September
30, 1999 and 1998. Some properties held for disposition were acquired during the
periods presented, therefore the Net Operating Income for these periods may not
be comparable.
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Revenues $ 20,632 $ 18,811
Property Operating Expenses(1) (4,418) (4,088)
-------- --------
Net Operating Income $ 16,214 $ 14,723
======== ========
</TABLE>
(1) Property Operating Expenses includes, property related rental expenses and
real estate taxes.
13
<PAGE> 14
6. DEBT
As of September 30, 1999, debt consists of the following:
<TABLE>
<CAPTION>
1999
----------
<S> <C>
Unsecured investment grade notes, varying fixed interest rates from 6.65%
to 8.00% payable semi-annually, due from 2000 to 2027 $1,836,500
Unsecured short-term borrowings (see "Facility" below), due 2001 28,012
Mortgage loans, varying interest rates from 7.00% to 9.88%, due
2001 to 2013(1) 101,301
----------
$1,965,813
==========
</TABLE>
(1) Mortgage loans generally require monthly principal and interest payments.
The Operating Partnership has a $250,000 Unsecured Line of Credit Facility (the
"Facility") which matures in August 2001. The Facility carries interest at the
London Interbank Offering Rate ("LIBOR") plus 0.80%. The one-month LIBOR at
September 30, 1999 was 5.1%. The Facility also includes an annual administrative
fee of $50 and an annual Facility fee of 0.20%. The Facility is subject to
financial covenants concerning leverage, interest coverage and certain other
ratios. The Operating Partnership is currently in compliance with all of the
covenants of the Facility concerning its indebtedness.
The Operating Partnership's unsecured investment grade notes are subject to
financial covenants concerning leverage, interest coverage and certain other
ratios. The Operating Partnership is currently in compliance with all of the
covenants in the unsecured note agreements governing its indebtedness.
Interest capitalized on the Operating Partnership's properties under development
was $5,311 and $15,986 for the three and nine months ended September 30, 1999
and $4,505 and $11,090 for the same periods in 1998.
7. PARTNERS' DISTRIBUTIONS PAYABLE
The partner and distributions payable at September 30, 1999, and December 31,
1998, represent amounts payable to partners of record. The unit holders of
record as of September 30, 1999, and December 31, 1998, are as follows:
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
---------- ----------
<S> <C> <C>
Units:
General Partner 64,749,890 61,916,459
Limited Partner 8,865,915 8,902,915
Series A Preferred Units 1,000,000 1,000,000
Series B Preferred Units 4,250,000 4,250,000
Series C Preferred Units 6,000,000 6,000,000
Series D Preferred Units 1,500,000 1,500,000
Series E Preferred Units 4,000,000 4,000,000
Preferred Operating Partnership Units 154,106 1,721,831
</TABLE>
8. PREFERRED OPERATING PARTNERSHIP UNITS
During the third quarter of 1999, 1,362,353 of Convertible Preferred Operating
Partnership Units were converted to 1,238,503 shares of Common Stock.
9. PARTNERS' EQUITY
In the first quarter of 1999, 1,176,470 shares of Class C Common Stock were
converted into 1,176,470 shares of Common Stock by the shareholder.
10. 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 and 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
14
<PAGE> 15
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 prepaid ground lease payments have
been segregated from the total purchase price of the properties, capitalized as
leasehold interests in the accompanying consolidated balance sheets, and are
being amortized ratably over the terms of the related original prepayment
periods (18 to 24 years).
11. GAIN ON DISPOSITION OF REAL ESTATE
Gain on disposition of real estate for the three months ended September 30, 1999
of $6,159 represents the gain on the disposition of one industrial property, one
parcel of land and a gain recognized on a mortgage held by the Operating
Partnership, which was repaid by the borrower. The property, the land, the
mortgage and a condemnation gain recorded in the first quarter of 1999 along
with the properties and land parcels disposed of in the first six months of 1999
brings the total gain on disposition of real estate to $15,990 for the nine
months ended September 30, 1999 (see note 3 to the consolidated financial
statements).
12. SEGMENT INFORMATION
The Operating Partnership has four reportable segments: Pacific Northwest;
North-East Bay/Sacramento, California; Silicon Valley; and Southern California.
Each region has a Regional President who is directly responsible for managing
all phases of the region's operations including acquisition, development,
leasing and property management. Each reportable segment includes both office
and industrial properties which are leased to tenants engaged in various types
of businesses. The accounting policies of the four regions are the same as those
described in the summary of significant accounting policies. The Operating
Partnership evaluates performance based upon the combined net operating income
of the properties in each segment. Each of the four operating regions consists
of differing mixes of office and industrial properties. The revenue and net
operating income for the regions is not comparable, given the differing mixes of
properties within the regions. Significant information used by the Operating
Partnership in the reportable segments for the nine months ended September 30,
1999 and 1998 is as follows:
<TABLE>
<CAPTION>
Pacific North-East Bay/ Silicon Southern
Northwest Sacramento, CA Valley California Total
--------- -------------- ------ ---------- -----
<S> <C> <C> <C> <C> <C>
1999 Revenue $100,581 $124,636 $108,569 $135,328 $469,114
1998 Revenue 86,580 101,445 93,413 111,781 393,219
1999 Net Operating Income(1) 72,078 85,795 84,345 85,700 327,918
1998 Net Operating Income(1) 62,755 70,341 71,549 70,154 274,799
</TABLE>
(1) Net operating income (NOI) for the properties is calculated by subtracting
property related rental expenses and real estate taxes from rental income.
13. SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS
<TABLE>
<CAPTION>
Nine Months Ended
September 30
------------------------
1999 1998
------- -------
<S> <C> <C>
Debt assumed in relation to property acquisitions $29,475 $23,623
Increase to land and assessment bonds payable 206 --
Write-off of fully depreciated property 3,686 6,884
Write-off of fully depreciated furniture fixtures and equipment 328 167
Write-off of fully amortized deferred financing and leasing costs 1,246 1,947
Units issued in connection with property acquisitions -- 65,395
Property acquired through the issuance of Common Stock -- 6,900
</TABLE>
14. SUBSEQUENT EVENTS
Subsequent to September 30, 1999, the Company in conjunction with eight other
real estate companies and Kleiner Perkins Caufield & Byers, a leading venture
capital firm, formed Broadband Office, Inc., a national telecommunications
company, for the purpose of providing voice and data communication services to
customers in
15
<PAGE> 16
their respective office buildings across the country. All start-up
costs are being contributed by Kleiner Perkins, and no capital costs have been
contributed by the Company. The Company owns approximately 8 percent of the
voting stock of Broadband Office, Inc.
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 and nine month periods ended September 30, 1999, as
compared to the corresponding periods ended September 30, 1998.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30,
----------------------------------------------------------
Rental Revenues 1999 1998 $ CHANGE % CHANGE
- --------------- ----------------------------------------------------------
<S> <C> <C> <C> <C>
1998 Core Portfolio $ 119.7 $ 111.0 $ 8.7 7.8%
1998 Acquisitions 30.1 25.2 4.9 19.4
1999 Acquisitions 2.3 -- 2.3 --
Developments 10.9 4.7 6.2 131.9
Dispositions --(1) 2.2 (2.2) --
----------------------------------------------------------
$ 163.0 $ 143.1 $ 19.9 13.9%
==========================================================
</TABLE>
(1) Reflects the minimal amount of income associated with Dispositions for the
three months ended September 30, 1999.
For the quarter ended September 30, 1999 rental revenues increased by $19.9
million. $8.7 million of the rental revenue increase is primarily due to
revenues generated by the "1998 Core Portfolio", defined as properties owned at
January 1, 1998 and still owned at September 30, 1999. The increase in the 1998
Core Portfolio revenue during the last twelve months, was attributable to higher
roll-over rental rates realized on the renewal and re-leasing of second
generation space and increases in occupancies. During the quarter ended
September 30, 1999, the Operating Partnership completed 322 lease transactions
for the renewal and re-lease of 2.2 million square feet of second generation
space. On average, the new effective rates were 34.6% higher than the expiring
coupon rents.
Properties developed by the Operating Partnership (the "Developments")
contributed $6.2 million to the rental revenue increase for the quarter. The
Developments include both properties completed and added to the Operating
Partnership's portfolio of stabilized properties, as well as properties
currently under development. During the three months ended September 30, 1999
the Operating Partnership added six properties totaling 1.1 million square feet
for an estimated final cost of $105.9 million to the Operating Partnership's
portfolio of stabilized properties. Properties are considered stabilized when
either a 95.0% occupancy rate has been achieved or eighteen months after shell
completion, whichever is sooner. During the quarter ended September 30, 1999,
the Operating Partnership completed 25 lease transactions totaling 500,681
square feet of rentable space for the Developments. The Developments are
occupied at increasing levels throughout the year, therefore the periods
presented may not be comparable based on the average percentage occupied during
any one quarter.
Properties acquired during 1998 contributed $4.9 million to the rental revenue
increase for the quarter. During 1998, the Operating Partnership invested $884.8
million in acquiring properties totaling 6.3 million square feet (the "1998
Acquisitions"). The properties were acquired at various dates throughout the
year, therefore a full quarters worth of revenue and expense may not be
reflected in the quarter ended September 30, 1998.
16
<PAGE> 17
Properties acquired during the first nine months of 1999 (the "1999
Acquisitions") contributed $2.3 million of the increase in rental revenues for
the quarter ended September 30, 1999. For the quarter ended September 30, 1999
the Operating Partnership acquired one office property totaling 80,406 square
feet for a total investment of $10.1 million. The property was acquired at the
end of the quarter and, as such, a full quarters revenue and expense was not
recognized during the period. As used herein, the term "total investment"
represents the initial purchase price of acquisitions, plus projected costs of
certain repositioning and rehab capital expenditures anticipated at the time of
purchase.
The increases in rental revenues are partially offset by a decrease of $2.2
million attributable to properties which the Operating Partnership disposed of
during the nine months ended September 30, 1999 or during the year ended
December 31, 1998 (the "Dispositions") (see note 3 to the consolidated financial
statements).
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------------------------------
Rental Revenues 1999 1998 $ CHANGE % CHANGE
- --------------- -------------------------------------------------------
<S> <C> <C> <C> <C>
1998 Core Portfolio $346.8 $321.6 $ 25.2 7.8%
1998 Acquisitions 86.8 55.1 31.7 57.5
1999 Acquisitions 4.9 -- 4.9 --
Developments 28.1 9.3 18.8 202.2
Dispositions 2.5 7.2 (4.7) (65.3)
-------------------------------------------------------
$469.1 $393.2 $ 75.9 19.3%
=======================================================
</TABLE>
Rental revenues for the nine month period ended September 30, 1999 increased by
$75.9 million primarily due to revenues generated by the 1998 Acquisitions of
$31.7 million and $25.2 million generated by the 1998 Core Portfolio.
The increase in the 1998 Core Portfolio revenue during the last twelve months,
was attributable to higher roll-over rental rates realized on the renewal and
re-leasing of second generation space and increases in occupancies. During the
nine months ended September 30, 1999, the Operating Partnership completed 1,009
lease transactions for the renewal and re-lease of 5.9 million square feet of
second generation space. On average, the new effective rates were 35.5% higher
than the expiring coupon rent.
The Developments contributed $18.8 million to the rental revenue increase for
the nine months ended September 30, 1999. At September 30, 1999, the Operating
Partnership had a current development pipeline of 2.4 million square feet
representing a total projected cost of $393.6 million. Certain properties in the
development pipeline are shell complete and are partially occupied but are not
yet considered stabilized. During the nine months ended September 30, 1999, the
Operating Partnership completed 43 lease transactions totaling 727,214 square
feet of rentable space for the Developments.
The 1999 Acquisitions contributed $4.9 million to 1999 rental revenues. During
the nine months ended September 30, 1999 the Operating Partnership has acquired
four office properties totaling 526,341 square feet for a total investment of
$79.9 million.
The increases in rental revenues are partially offset by a decrease of $4.7
million attributable to the Dispositions.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------- ---------------------------------
CHANGE CHANGE
--------------- ----------------
1999 1998 $ % 1999 1998 $ %
--------------------------------- ----------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest and Other Income $1.6 $2.7 $(1.1) (40.7)% $4.9 $16.5 $(11.6) (70.3)%
</TABLE>
Interest and other income decreased due primarily to the reduction in interest
income from mortgage loans made to SNI in relation to SNI's 1997 acquisitions of
non-core assets (see note 4 to the consolidated financial statements). The
majority of these assets were disposed of during 1998. Additionally interest
earned decreased slightly due to lower cash balances period over period and from
the reduction of mortgage interest income due to the payoff on a
17
<PAGE> 18
mortgage held by the Company, which was repaid by the borrower. Average cash
balances for the three and nine month periods ended September 30, 1999 were
$33.9 and $27.8 million and for 1998 were $34.5 and $36.9 million.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------- --------------------------------
CHANGE CHANGE
--------------- ---------------
PROPERTY OPERATING EXPENSES 1999 1998 $ % 1999 1998 $ %
- --------------------------- --------------------------------- ----------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Rental Expenses $37.9 $34.2 $3.7 10.8% $105.4 $ 87.7 $17.7 20.2%
Real Estate Taxes 12.8 11.1 1.7 15.3 35.8 30.7 5.1 16.6
--------------------------------- ----------------------------------
$50.7 $45.3 $5.4 11.9% $141.2 $118.4 $22.8 19.3%
================================= ==================================
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------- --------------------------------
CHANGE CHANGE
--------------- ---------------
PROPERTY OPERATING EXPENSES 1999 1998 $ % 1999 1998 $ %
- --------------------------- --------------------------------- ----------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1998 Core Portfolio $33.6 $32.4 $ 1.2 3.7% $ 96.1 $ 90.7 $ 5.4 6.0%
1998 Acquisitions 12.7 10.4 2.3 22.1 33.9 21.9 12.0 55.0
1999 Acquisitions 0.8 - 0.8 -- 1.5 -- 1.5 --
Developments 3.6 1.8 1.8 100.0 8.8 3.8 5.0 131.6
Dispositions --(1) 0.7 (0.7) -- 0.9 2.0 (1.1) (55.0)
--------------------------------- ----------------------------------
$50.7 $45.3 $ 5.4 11.9% $141.2 $118.4 $22.8 19.3%
================================= ==================================
Property Operating Expenses
as % of Rental Revenues 31.1% 31.7% 30.1% 30.1%
===== ===== ====== ======
</TABLE>
(1) Reflects the minimal amount of expense associated with the Dispositions for
the three months ended September 30, 1999.
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. The increased number of employees, as well as the costs associated
with all employees also contributes to the increase in rental expenses. The
increases experienced are consistent with the increase in rental revenue.
Rental revenues net of property operating expenses, referred to as "net
operating income," is presented in the following tables:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------- ---------------------------------
CHANGE CHANGE
--------------- ---------------
NET OPERATING INCOME 1999 1998 $ % 1999 1998 $ %
- -------------------- ---------------------------------- ---------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1998 Core Portfolio $ 86.1 $78.6 $ 7.5 9.5% $251.0 $231.0 $20.0 8.7%
1998 Acquisitions 17.4 14.8 2.6 17.6 53.0 33.2 19.8 60.0
1999 Acquisitions 1.5 -- 1.5 -- 3.4 -- 3.4 --
Developments 7.3 2.9 4.4 151.7 19.2 5.4 13.8 255.6
Dispositions -- 1.5 (1.5) -- 1.3 5.2 (3.9) (75.0)
---------------------------------- ----------------------------------
$112.3 $97.8 $14.5 14.8% $327.9 $274.8 $53.1 19.3%
================================== ==================================
</TABLE>
18
<PAGE> 19
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------- ---------------------------------
CHANGE CHANGE
--------------- ---------------
1999 1998 $ % 1999 1998 $ %
-------------------------------- ---------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest Expense, including
Amortization of Finance
Costs $30.7 $28.6 $ 2.1 7.3% $ 89.4 $ 88.8 $0.6 0.7%
Depreciation and Amortization
Expense 29.3 24.2 5.1 21.1 81.8 66.4 15.4 23.2
G & A and Other Expenses 6.0 4.4 1.6 36.4 17.3 14.2 3.1 21.8
G & A and Other Expenses
as % of Rental Revenues 3.6% 3.1% 3.7% 3.6%
Capitalized Interest $ 5.3 $ 4.5 $ 16.0 $ 11.1
</TABLE>
Interest expense increased due to increases in the total average outstanding
debt balances. This increase is the net effect of additions to interest expense
from additional note offerings which occurred during 1999 and 1998, offset by
lower balances outstanding under the Facility and the Bank Facility and an
increase in interest capitalized in relation to the Developments that the
Operating Partnership had in process during the three and nine months ended
September 30, 1999 and 1998. Average outstanding debt was $2.0 billion for the
quarter ended September 30, 1999 and $1.8 billion for the quarter ended
September 30, 1998. For the nine months ended September 30, 1999, the average
debt balances outstanding was $1.9 billion compared to $1.8 billion in 1998.
Depreciation and amortization expense increased by $5.1 million for the three
month and $15.4 million for the nine month periods ended September 30, 1999,
compared with the same periods in 1998, due primarily to the 1999 and 1998
Acquisitions and the Developments.
General and administrative and other expenses increased by $1.6 million and $3.1
million for the three and nine month periods ended September 30, 1999 as
compared with the same periods in 1998, primarily as a result of the increased
number of employees, as well as the costs associated with all employees.
During the third quarter of 1999, the Operating Partnership recorded gains on
disposition of real estate of $6.2 million. The gain includes $5.2 of gain
recognized on a mortgage held by the Operating Partnership, which was repaid by
the borrower and a gain of $1.0 million on the disposition of one industrial
property and one parcel of land. This brings the total gain on disposition for
the three quarters of 1999 to $16.0 million on the disposition of seven
properties, two land parcels, the mortgage held by the Operating Partnership and
a condemnation gain recognized in the first quarter of 1999.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------- --------------------------------
CHANGE CHANGE
--------------- ---------------
1999 1998 $ % 1999 1998 $ %
--------------------------------- ---------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Income from Operations
before Disposition of Real
Estate $48.0 $43.3 $4.7 10.9% $144.3 $121.8 $22.5 18.5%
</TABLE>
The increase in income from operations before disposition of real estate of $4.7
million and $22.5 million for the three and nine month periods ended September
30, 1999 is principally due to the 1998 Acquisitions, the 1998 Core Portfolio
and Developments.
19
<PAGE> 20
LIQUIDITY AND CAPITAL RESOURCES
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
---------------------------------
CHANGE
---------------
1999 1998 $ %
---------------------------------
<S> <C> <C> <C> <C>
Cash Provided by Operating Activities $254.5 $228.6 $ 25.9 11.3%
Cash Used for Investing Activities (164.9) (686.7) 521.8 75.9
Cash (Used for) Provided by Financing
Activities (74.4) 454.7 (529.1) (116.4)
</TABLE>
The increase in cash provided by operating activities is primarily due to
increases in cash provided from the 1998 and 1999 Acquisitions, the Developments
and the 1998 Core Portfolio partially offset by a decrease in accounts payable.
The decrease in accounts payable is due to timing differences in the pay down of
accounts payable balances at the end of each comparable period. Cash used for
investing activities and cash required for financing activities were
significantly lower due to the decrease in the number of acquisitions completed.
Cash provided by financing activities decreased by $529.1 million for the first
nine months of 1999, as compared to the same period in 1998. During the first
nine months of 1999 cash provided by financing activities consisted primarily of
$400.0 million in gross proceeds from the issuance of unsecured notes (see
below). These increases were offset by the payoff of $200.0 million on the
Operating Partnership's short-term bank facility (the "Bank Facility"), net
payments of $72.0 million on the Facility, payoff of $34.0 million in mortgage
loans and principal payments of $4.9 million on mortgage loans. Additionally,
payments of dividends and distributions increased by $20.0 million from $144.2
million to $164.2 million for the first nine months of 1999 compared with 1998.
This increase is due to the greater number of common and preferred shares
outstanding and the 7.0% increase in the common share and operating partnership
unit distribution rate of $1.83 per share and unit for the first nine months of
1999 from $1.71 per share in 1998.
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, proceeds from disposition of non-strategic
properties and cash flow provided by operations. The Operating Partnership
believes that its liquidity and its ability to access capital and proceeds from
disposition of non-strategic assets are adequate to continue to meet liquidity
requirements for the foreseeable future.
At September 30, 1999, 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 expenditures,
associated with the renewal or re-leasing of space.
As of September 30, 1999, the Operating Partnership had $1.8 billion of
investment grade rated unsecured debt securities outstanding. The debt
securities have interest rates which vary from 6.65% to 8.0%, and maturity dates
which range from 2000 to 2027.
The Operating Partnership has a $250.0 million unsecured line of credit facility
with interest at LIBOR plus .80%. The Facility matures in August 2001 and has a
competitive bid option that allows the Operating Partnership to request bids
from the lenders for advances up to $150.0 million. At September 30, 1999, the
Operating Partnership had $28.0 million outstanding under the Facility. The
Facility is subject to financial covenants concerning leverage, interest
coverage and certain other ratios. The Operating Partnership is currently in
compliance with all of the covenants in the Facility concerning its
indebtedness. During the quarter ended June 30, 1999 the Operating Partnership
paid down the Bank Facility which had an outstanding balance of $200.0 million.
The Bank Facility carried interest at LIBOR plus 0.65% and was to mature in
November 1999.
In addition to the unsecured debt securities and the Facility, the Operating
Partnership has $101.3 million of secured indebtedness (the "Mortgages") at
September 30, 1999. The Mortgages have interest rates varying from 7.00% to
9.88% and maturity dates from 2001 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 $10.6
million of assessment bonds outstanding as of September 30, 1999.
In May 1999, the Operating Partnership issued $400.0 million of investment grade
rated unsecured notes in two tranches as follows: $200.0 million of 6.8% notes
due May 1, 2004 priced to yield 6.83% and $200.0 million of
20
<PAGE> 21
7.25% notes due May 1, 2009 priced to yield 7.27%. The net proceeds of
approximately $397.0 million were contributed to the Operating Partnership to
reduce amounts outstanding under the Facility and the Bank Facility.
In conjunction with the issuance of the May 1999 Notes, the Operating
Partnership hedged its exposure to pricing benchmarks so that the net cost to
the Operating Partnership was 6.74% for the 2004 notes and 7.18% for the 2009
notes. The Operating Partnership was released from any further obligations under
the hedge, upon issuance of the May 1999 Notes.
The Company has the capacity pursuant to shelf registration statements to issue
up to approximately $663.8 million in equity securities and the Operating
Partnership has the capacity to issue up to $413.5 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-line 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 units
outstanding, of the general and limited partners, including the conversion of
all shares of Series A Preferred Units and the dilutive effect of option
equivalents computed using the treasury method.
21
<PAGE> 22
STATEMENT OF FUNDS FROM OPERATIONS
(amounts in thousands)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
--------------------------------- --------------------------------
September 30, September 30, September 30, September 30,
1999 1998 1999 1998
--------- --------- ---------- ---------
<S> <C> <C> <C> <C>
Income from operations before disposition of
properties and minority interests: $ 47,954 $ 43,262 $ 144,264 $ 121,835
Dividends on Series B Preferred Unit (2,510) (2,510) (7,530) (7,530)
Dividends on Series C Preferred Unit (2,953) (2,953) (8,859) (8,859)
Dividends on Series E Preferred Unit (2,000) (2,000) (6,000) (2,600)
Distributions on Preferred Operating
Partnership Units (1,538) (2,527) (6,463) (6,016)
--------- --------- --------- ---------
Income from operations after Series B, C
and E dividends, and Preferred
Operating Partnership Unit distributions 38,953 33,272 115,412 96,830
--------- --------- --------- ---------
Add:
Depreciation and Amortization 28,981 23,924 80,811 65,699
Other, net 153 105 481 76
--------- --------- --------- ---------
Funds from Operations before Straight-line
rent 68,087 57,301 196,704 162,605
--------- --------- --------- ---------
Straight-line rent (2,345) (2,408) (7,568) (5,556)
--------- --------- --------- ---------
Funds from Operations $ 65,742 $ 54,893 $ 189,136 $ 157,049
========= ========= ========= =========
Weighted average diluted share equivalents
outstanding 75,329 73,639 74,499 72,121
========= ========= ========= =========
</TABLE>
OTHER DISCLOSURE
Year 2000 Compliance
- --------------------
See Form 10Q for the six month period ended June 30, 1999.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Operating Partnership uses fixed and variable rate debt to finance its
operations. The information below summarizes the Operating Partnership's market
risks associated with debt outstanding as of September 30, 1999. The following
table presents principal cash flows and related weighted average interest rates
by year of maturity.
EXPECTED MATURITY DATE
(in millions)
<TABLE>
<CAPTION>
1999 2000 2001 2002 2003 THEREAFTER TOTAL
------ ------- ------- ------- ------ ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Fixed Rate Debt $ -- $ 100.0 $ 158.7 $ 110.0 $ -- $ 1,569.1 $ 1,937.8
Average Interest Rate -- 6.65% 7.21% 6.95% -- 7.20% 7.16%
Variable Rate Debt -- -- 28.0 $ -- -- -- $ 28.0
Average Interest Rate -- -- 5.99% -- -- -- 5.99%
</TABLE>
The carrying amount of the Operating Partnership's debt approximates fair value.
The Operating Partnership's fixed and variable rate debt is described in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations." At September 30, 1999, the Operating Partnership had no interest
rate caps or swaps. In conjunction with the issuance of the May 1999 Notes, the
Operating Partnership hedged its exposure to pricing benchmarks so that the net
cost to the Operating Partnership was 6.74% for the 2004 notes and 7.18% for the
2009 notes. The Operating Partnership was released from any further obligations
under the hedge, upon issuance of the May 1999 Notes. All of the Operating
Partnership's debt is denominated in United States dollars. The Operating
Partnership's risk management policies do not provide for the utilization of
financial instruments for trading purposes and only minimal use for hedging
purposes.
22
<PAGE> 23
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.
Exhibit Number
--------------
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)
(B) Reports on Form 8-K
None.
23
<PAGE> 24
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: November 12, 1999 /s/ Elke Strunka
-------------------------------------
Elke Strunka
Vice President and
Principal Accounting Officer
24
<PAGE> 25
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)
</TABLE>
<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 Nine Months Ended
-------------------------------------------------------------
September 30, September 30, September 30, September 30,
1999 1998 1999 1998
-------------------------------------------------------------
<S> <C> <C> <C> <C>
Earnings:
Income from operations before disposition of
property and minority interest $ 47,954 $ 43,262 $144,264 $121,835
Interest expense(1) 30,678 28,613 89,388 88,811
Amortization of capitalized interest 248 148 669 385
-------- -------- -------- --------
Total earnings $ 78,880 $ 72,023 $234,321 $211,031
======== ======== ======== ========
Fixed charges:
Interest expense(1) $ 30,678 $ 28,613 $ 89,388 $ 88,811
Capitalized interest 5,311 4,505 15,986 11,090
-------- -------- -------- --------
Total fixed charges $ 35,989 $ 33,118 $105,374 $ 99,901
======== ======== ======== ========
Ratio of earnings to fixed charges 2.19 2.17 2.22 2.11
======== ======== ======== ========
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> <C>
<PERIOD-TYPE> 9-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1999
<PERIOD-START> JAN-01-1998 JAN-01-1999
<PERIOD-END> SEP-30-1998 SEP-30-1999
<CASH> 19,270 20,166
<SECURITIES> 0 0
<RECEIVABLES> 4,846 6,842
<ALLOWANCES> 595 1,859
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 0
<PP&E> 4,057,057 4,341,190
<DEPRECIATION> 221,483 291,758
<TOTAL-ASSETS> 3,980,806 4,202,852
<CURRENT-LIABILITIES> 0 0
<BONDS> 1,773,798 1,965,813
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 0 0
<TOTAL-LIABILITY-AND-EQUITY> 3,980,806 4,202,852
<SALES> 0 0
<TOTAL-REVENUES> 409,714 473,981
<CGS> 0 0
<TOTAL-COSTS> 118,420 141,196
<OTHER-EXPENSES> 80,648 99,133
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 88,811 89,388
<INCOME-PRETAX> 121,835 144,264
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 138,967 160,254
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 111,877 129,170
<EPS-BASIC> 1.60 1.78
<EPS-DILUTED> 1.58 1.76
</TABLE>
