<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 1-13115
EQUITY OFFICE PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
Maryland 36-4151656
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
Two North Riverside Plaza
Suite 2200, Chicago Illinois 60606
(Address of principal executive offices) (Zip Code)
(312) 466-3300
(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 ___
APPLICABLE ONLY TO CORPORATE ISSUERS
On August 6, 1998, 252, 746,977 of the Registrant's Common Shares of Beneficial
Interest were outstanding.
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
EQUITY OFFICE PROPERTIES TRUST
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30,
1998 December 31,
(Unaudited) 1997
- ------------------------------------------------------------------------- -------------- ---------------
(Dollars in thousands,
except per share data)
<S> <C> <C>
Assets:
Investment in real estate.............................................. $12,139,312 $10,736,424
Developments in process................................................ 208,711 259,718
Land available for development......................................... 67,849 44,872
Accumulated depreciation............................................... (198,125) (64,695)
--------------- ---------------
12,217,747 10,976,319
Cash and cash equivalents.............................................. 52,751 228,853
Tenant and other receivables (net of allowance for doubtful accounts of
$522 and $675, respectively)......................................... 31,306 32,531
Deferred rent receivable............................................... 52,952 20,050
Escrow deposits and restricted cash.................................... 31,713 25,772
Investment in unconsolidated joint ventures............................ 350,022 387,332
Deferred financing costs (net of accumulated amortization of $1,027 and
$1,855, respectively)................................................ 55,411 5,090
Deferred leasing costs (net of accumulated amortization of $4,220 and
$1,473, respectively)................................................ 47,922 26,994
Prepaid expenses and other assets...................................... 35,310 48,731
---------------- ---------------
Total Assets $12,875,134 $11,751,672
================ ===============
Liabilities and Shareholders' Equity:
Mortgage debt (including a net premium of $1,688 and $1,157,
respectively)........................................................ $ 2,112,024 $ 2,063,017
Unsecured notes (including a net premium of $4,481 and $0 ,
respectively)........................................................ 2,459,481 180,000
Lines of credit........................................................ 367,944 2,041,300
Accounts payable and accrued expenses.................................. 252,332 260,401
Due to affiliates...................................................... 925 733
Dividend/distribution payable.......................................... 92,951 1,191
Other liabilities...................................................... 94,885 45,055
---------------- ---------------
Total Liabilities................................................ 5,380,542 4,591,697
---------------- ---------------
Commitments and contingencies (Note 11)................................
Minority Interests:
Operating Partnership................................................ 718,806 725,206
Partially owned properties........................................... 29,695 29,612
---------------- ---------------
Total Minority Interests......................................... 748,501 754,818
---------------- ---------------
Shareholders' Equity:
Preferred Shares, 100,000,000 authorized:
8.98% Series A Cumulative Redeemable Preferred Shares, liquidation
preference $25.00 per share, 8,000,000 issued and outstanding.... 200,000 200,000
5.25% Series B Convertible, Cumulative Redeemable Preferred shares,
liquidation preference $50.00 per share, 6,000,000 issued and
outstanding.................................................... 300,000 --
Common Shares, $0.01 par value; 750,000,000 shares authorized,
252,580,792 and 250,030,403 issued, 252,078,052 and 249,527,663
outstanding.................................................... 2,521 2,495
Additional paid in capital........................................... 6,274,237 6,219,511
Dividends in excess of accumulated earnings.......................... (30,667) (16,849)
---------------- ---------------
Total Shareholders' Equity....................................... 6,746,091 6,405,157
---------------- ---------------
Total Liabilities and Shareholders' Equity....................... $12,875,134 $11,751,672
================ ===============
</TABLE>
See accompanying notes.
<PAGE> 3
EQUITY OFFICE PROPERTIES TRUST CONSOLIDATED STATEMENT OF
OPERATIONS AND EQUITY OFFICE PREDECESSORS COMBINED STATEMENT OF
OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Equity Office Equity Office
Properties Trust Predecessors
for the Three for the Three
Months Ended Months Ended
June 30, 1998 June 30, 1997
------------------------------------------------------------------------------- ------------------ ----------------------
<S> <C> <C>
(Dollars in thousands, except per share data)
Revenues:
Rental...................................................................... $308,688 $125,318
Tenant reimbursements....................................................... 55,754 21,069
Parking..................................................................... 23,393 10,420
Other....................................................................... 7,463 2,934
Fees from noncombined affiliates............................................ 1,507 1,240
Interest.................................................................... 3,139 4,238
------------ ---------
Total revenues........................................................... 399,944 165,219
------------ ---------
Expenses:
Interest:
Expense incurred......................................................... 76,070 39,946
Amortization of deferred financing costs................................. 1,931 1,245
Depreciation................................................................ 68,890 27,656
Amortization................................................................ 1,640 3,427
Real estate taxes........................................................... 47,538 15,063
Insurance................................................................... 1,628 1,358
Repairs and maintenance..................................................... 44,700 23,688
Property operating.......................................................... 43,242 20,696
Ground rent................................................................. 1,934 1,156
General and administrative.................................................. 14,492 7,653
------------ ---------
Total expenses.......................................................... 302,065 141,888
------------ ---------
Income before allocation to minority interests, income from investment
in unconsolidated joint ventures, gain on sale of real estate and
extraordinary items......................................................... 97,879 23,331
Minority interests:
Operating Partnership....................................................... (9,300) -
Partially owned properties.................................................. (498) (350)
Income from investment in unconsolidated joint ventures........................ 1,392 1,103
Gain on sale of real estate.................................................... - 6,769
------------- ---------
Income before extraordinary items.............................................. 89,473 30,853
Extraordinary items............................................................ (547) -
------------- ---------
Net income..................................................................... 88,926 30,853
Preferred dividends............................................................ (8,432) -
------------- ---------
Net income available for Common Shares......................................... $80,494 $30,853
============= =========
Net income available per weighted average Common Share outstanding - Basic.... $.32
=============
Weighted average Common Shares outstanding - Basic............................. 251,179,221
=============
Net income available per weighted average Common Share outstanding - Diluted.. $.32
=============
Weighted average Common Shares outstanding - Diluted........................... 281,200,962
=============
</TABLE>
See accompanying notes.
<PAGE> 4
EQUITY OFFICE PROPERTIES TRUST CONSOLIDATED STATEMENT OF
OPERATIONS AND EQUITY OFFICE PREDECESSORS COMBINED STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Equity Office Equity Office
Properties Trust Predecessors
for the Six for the Six
Months Ended Months Ended
June 30, 1998 June 30, 1997
- -------------------------------------------------------------------------------- -------------------- ---------------------
(Dollars in thousands, except per share data)
<S> <C> <C>
Revenues:
Rental......................................................................... $597,901 $241,736
Tenant reimbursements.......................................................... 108,743 40,256
Parking........................................................................ 44,607 19,950
Other.......................................................................... 13,640 6,270
Fees from noncombined affiliates............................................... 2,664 2,440
Interest.......................... ............................................ 6,209 9,134
----------- -----------
Total revenues................................................................ 773,764 319,786
----------- -----------
Expenses:
Interest:
Expense incurred.............................................................. 145,954 76,301
Amortization of deferred
financing costs.............................................................. 4,076 1,954
Depreciation................................................................... 133,430 52,661
Amortization................................................................... 2,747 5,794
Real estate taxes.............................................................. 97,572 31,674
Insurance...................................................................... 3,871 2,815
Repairs and maintenance........................................................ 86,677 43,128
Property operating............................................................. 85,215 40,186
Ground rent.................................................................... 3,572 2,306
General and administrative..................................................... 28,440 14,726
----------- -----------
Total expenses................................................................ 591,554 271,545
----------- -----------
Income before allocation to minority interests, income from investment in
unconsolidated joint ventures, gain on sale of real estate and extraordinary
items......................................................................... 182,210 48,241
Minority interests:
Operating Partnership.......................................................... (17,026) -
Partially owned properties..................................................... (1,036) (879)
Income from investment in unconsolidated joint ventures......................... 5,026 2,025
Gain on sale of real estate..................................................... - 12,510
----------- -----------
Income before extraordinary items............................................... 169,174 61,897
Extraordinary items............................................................. (7,506) (275)
----------- -----------
Net income...................................................................... 161,668 61,622
Preferred dividends............................................................. (14,703) -
----------- -----------
Net income available for Common
Shares......................................................................... $146,965 $61,622
=========== ===========
Net income available per weighted average Common Share outstanding - Basic ..... $.59
===========
Weighted average Common Shares outstanding - Basic.............................. 250,476,727
===========
Net income available per weighted average Common Share outstanding - Diluted $.58
===========
Weighted average Common Shares outstanding - Diluted............................ 280,613,985
===========
</TABLE>
See accompanying notes.
<PAGE> 5
EQUITY OFFICE PROPERTIES TRUST CONSOLIDATED STATEMENT OF CASH FLOWS
AND EQUITY OFFICE PREDECESSORS COMBINED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Equity Office Equity Office
Properties Trust Predecessors
for the six for the six
months ended months ended
June 30,1998 June 30, 1997
- ------------------------------------------------------------------------------------------ ----------------- ---------------
(Dollars in thousands)
<S> <C> <C>
Operating Activities:
Net income before preferred dividends................................................... $161,668 $61,622
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization......................................................... 140,253 60,409
Amortization of premiums/discounts on unsecured notes and terminated interest
rate protection agreements.......................................................... 1,271 -
Compensation related to restricted shares issued to employees......................... 1,506 -
(Income) from unconsolidated joint ventures........................................... (5,026) (2,025)
(Gain) on sale of real estate......................................................... - (12,510)
Extraordinary items................................................................... 7,506 275
Provision for doubtful accounts....................................................... 10 1,168
Allocation to minority interests...................................................... 18,062 879
Changes in assets and liabilities:
Decrease in rents receivable........................................................ 1,215 2,206
(Increase) in deferred rent receivables............................................. (32,902) (7,596)
Decrease (increase) in prepaid expenses and other assets............................ 9,876 (820)
(Decrease) in accounts payable and accrued expenses................................. (8,069) (15,782)
Increase in due to affiliates....................................................... 192 757
Increase in other liabilities....................................................... 50,129 2,090
----------- ----------
Net cash provided by operating activities......................................... 345,691 90,673
----------- ----------
Investing Activities:
Property acquisitions................................................................... (1,198,961) (531,968)
Payments for capital and tenant improvements............................................ (73,782) (61,352)
Proceeds from sale of real estate....................................................... - 72,078
Distributions from (investment in) unconsolidated joint ventures........................ 26,374 (44,138)
Payments of lease acquisition costs..................................................... (23,675) (9,106)
(Increase) decrease in escrow deposits and restricted cash.............................. (5,941) 1,853
----------- ----------
Net cash (used for) investing activities............................................ (1,275,985) (572,633)
----------- ----------
Financing Activities:
Proceeds from Common Shares, net of offering costs ..................................... 44,009
Proceeds from exercise of options....................................................... 14,534 -
Redemption of Units..................................................................... (33)
Dividends/distributions to shareholders and unit holders................................ (89,790) -
Payment of preferred dividends.......................................................... (12,697) -
Proceeds from sale of preferred shares, net of offering costs........................... 289,589 -
Payment of offering costs............................................................... (117) -
Capital contributions................................................................... - 287,949
Capital distributions................................................................... - (220,455)
(Distributions to) minority interest in partially owned properties...................... (953) (3,407)
Proceeds from mortgage debt............................................................. 7,214 154,090
Proceeds from unsecured notes........................................................... 2,279,572 -
Proceeds from lines of credit........................................................... 1,530,000 218,000
Principal payments on mortgage debt..................................................... (6,847) (47,450)
Principal payments on lines of credit................................................... (3,241,300) (72,500)
Payments of loan costs.................................................................. (20,712) (1,427)
Termination of interest rate protection agreements...................................... (38,277) -
Prepayment penalties on early extinguishments of debt................................... - (275)
----------- ----------
Net cash provided by financing activities............................................ 754,192 314,525
----------- ----------
Net (decrease) in cash and cash equivalents............................................. (176,102) (167,435)
Cash and cash equivalents at the beginning of the period................................ 228,853 410,420
----------- ----------
Cash and cash equivalents at the end of the period...................................... $52,751 $242,985
=========== ==========
Supplemental Information:
Interest paid during the period, including capitalized
interest of $6,465 and $3,476, respectively............................................. $111,949 $77,589
=========== ==========
Non-Cash Investing and Financing Activities:
Units issued through property acquisition............................................... $100 -
=========== ==========
Mortgage loans assumed/promissory notes issued through property acquisition............. $86,053 -
=========== ==========
</TABLE>
See accompanying notes.
<PAGE> 6
EQUITY OFFICE PROPERTIES TRUST AND EQUITY OFFICE PREDECESSORS
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(Unaudited)
DEFINITION OF TERMS. Capitalized terms used but not defined herein are as
defined in the Company's Annual Report on Form 10-K, as amended by Form 10-K/A,
for the year ended December 31, 1997 (the "Form 10-K").
The consolidated financial statements of the Company and the combined
financial statements of Equity Office Predecessors have been prepared pursuant
to the Securities and Exchange Commission ("SEC") rules and regulations. The
following notes highlight significant changes to the notes to the December 31,
1997 audited consolidated and combined financial statements of Equity Office
Properties Trust and Equity Office Predecessors and should be read in
conjunction with the financial statements and notes thereto included in the Form
10-K and present interim disclosures as required by the SEC.
NOTE 1 - BUSINESS
As used herein, "Company" means Equity Office Properties Trust, a
Maryland real estate investment trust, together with its subsidiaries including
EOP Operating Limited Partnership, a Delaware limited partnership (the
"Operating Partnership"), and the predecessors thereof ("Equity Office
Predecessors"). The Company was formed on October 9, 1996 to continue and expand
the national office property business organized by Mr. Samuel Zell, Chairman of
the Board of Trustees of the Company, and to complete the consolidation of the
Equity Office Predecessors (the "Consolidation"). The Company completed its
initial public offering (the "IPO") on July 11, 1997. The Company is a fully
integrated, self-administered and self-managed real estate company engaged in
acquiring, owning, managing, leasing and renovating office properties and
parking facilities. The Company intends to elect to be taxed as a real estate
investment trust ("REIT") for federal income tax purposes and generally will not
be subject to federal income tax if it distributes 95% of its taxable income and
complies with a number of organizational and operational requirements. As of
June 30, 1998, the Company owned or had an interest in 271 office properties
(the "Office Properties") containing approximately 71.3 million rentable square
feet of office space and owned 17 stand-alone parking facilities (the "Parking
Facilities" and, together with the Office Properties, the "Properties")
containing approximately 16,749 parking spaces. The Office Properties are
located in 79 submarkets in 39 markets in 24 states and the District of
Columbia. The Office Properties, by rentable square feet, are located
approximately 53% in central business districts ("CBDs") and 47% in suburban
markets.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation. The Company owns all of its assets and conducts
substantially all of its business through the Operating Partnership. The Company
is the managing general partner of the Operating Partnership. Due to the
Company's ability as general partner to control the Operating Partnership and
various other subsidiaries, each such entity has been consolidated with the
Company for financial reporting purposes. The Consolidation and the Beacon
Merger were accounted for as purchases in accordance with Accounting Principles
Board Opinion No. 16. Accordingly, the fair value of the consideration given by
the Company was used as the valuation basis for the transactions. The assets
acquired and liabilities assumed by the Company were recorded at their fair
value as of the closing dates of the Consolidation and the Beacon Merger,
respectively, and the excess of the purchase price over the related historical
basis of the net assets acquired was allocated primarily to investment in real
estate.
The combined financial statements of Equity Office Predecessors prior
to the Consolidation included interests in the Properties of the ZML Opportunity
Partnerships together with their limited and general partners and the Management
Business.
Use of Estimates. The preparation of the consolidated financial
statements of the Company and the combined financial statements of Equity Office
Predecessors 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 periods. Actual results could differ
from those estimates.
Unaudited Interim Statements. The consolidated financial statements of
the Company as of and for the three and six months ended June 30, 1998, and the
combined financial statements of Equity Office Predecessors for the three and
six months ended June 30, 1997 and related footnote disclosures are unaudited.
6
<PAGE> 7
In the opinion of management, such financial statements reflect all adjustments
necessary for a fair presentation of the results of the interim periods. All
such adjustments are of a normal, recurring nature.
Reclassifications. Certain reclassifications have been made to the
previously reported 1997 statements in order to provide comparability with the
1998 statements reported herein. These reclassifications have not changed the
1997 results or owners' equity.
NOTE 3 - INVESTMENT IN REAL ESTATE
During the six months ended June 30, 1998, the Company acquired the
Properties listed below. Each Property was purchased from an unaffiliated party
and was funded from the Company's Credit Facilities, working capital, assumption
of mortgage debt, issuance of promissory notes and/or issuance of Units.
<TABLE>
<CAPTION>
Total
Acquisition
Date Rentable Cost
Acquired Property Location Square Feet (in thousands)
- ----------------------------------------------------------------------------------------- --------------- ---------------
<S> <C> <C> <C> <C>
1/29/98 BP Tower Garage Cleveland, OH -- $10,224
3/18/98 100 Summer Street Boston, MA 1,037,801 222,695
3/31/98 The Tower at New England Executive Park Burlington, MA 195,228 27,931
4/2/98 Westbrook Corporation Center Vacant Land Westchester, IL -- 3,973
4/21/98 Denver Post Tower Denver, CO 579,999 52,836
4/29/98 301 Howard Street and 215 Fremont Street(a) San Francisco, CA 570,891 89,928
4/30/98 410 17th Street Denver, CO 388,953 44,637
4/30/98 One Tabor Center Denver, CO 674,278 144,260
4/30/98 Trinity Place Denver, CO 189,163 18,991
5/14/98 Dominion Plaza Denver, CO 571,468 59,764
5/19/98 Millenium Plaza Englewood, CO 330,033 46,061
5/22/98 James K. Polk Building & the Zachary Taylor Arlington, VA 902,371 153,452
Building(b)
6/1/98 Walker Building Washington, D.C. 75,456 8,624
6/26/98 Columbia Seafirst Center Seattle, WA 1,537,932 401,738
--------------- ---------------
7,053,573 $1,285,114
=============== ===============
</TABLE>
(a) The 215 Fremont Street Property is currently vacant and will undergo a
significant renovation and extensive seismic retrofitting prior to
re-tenanting.
(b) Total acquisition cost represents the cost to acquire the remaining 90%
limited partnership interest in the properties (see Note 4).
NOTE 4 - INVESTMENT IN UNCONSOLIDATED JOINT VENTURES
The following is a summary of the Company's ownership in the unconsolidated
joint ventures:
<TABLE>
<CAPTION>
Company's Ownership
Entity Property as of June 30, 1998
- ------------------------------------------------- ---------------------------------- --------------------------
<S> <C> <C>
EOP - Orange, L.L.C. and EOP - Ramlessview 500 Orange Tower 100%
Investors, L.L.C. (A)
Civic Parking, L.L.C. (B) St. Louis Parking Garages 50%
Wright Runstad Asset Limited Partnership (C) N/A 28.5%
One Post Office Square Associates (D) One Post Office 50%
BeaMetFed, Inc. (E) 75-101 Federal Street 52%
Rowes Wharf Associates (F) Rowes Wharf 50%
Lehndorff Four Oaks Place Associates (G) Four Oaks Place 2.55%
</TABLE>
(A) The Company owns a mortgage receivable secured by the Property and land
underlying and adjacent to the Property.
(B) The Company owns a 50% membership interest.
(C) The Company owns a 28.5% non-controlling interest in a property management
and development company (see Note 11).
(D) The Company is a 50% general partner in the joint venture.
(E) The Company is a shareholder in the corporation (a private REIT) which owns
the Property.
7
<PAGE> 8
(F) The Company owns a 50% equity interest in the Property and, subject to a
subparticipation which the Company expects to redeem for approximately
$500,000, 50% of a first mortgage.
(G) The Company owns a 3% general partner interest in this general partnership
which owns an 85% general partnership interest in the Property.
These investments are accounted for utilizing the equity method of accounting
except for the Company's investment in Lehndorff Four Oaks Place Associates,
which is accounted for utilizing the cost method of accounting. Under the equity
method of accounting, the net equity investment of the Company is reflected on
the consolidated balance sheets, and the consolidated and combined statements of
operations include the Company's share of net income or loss from the
unconsolidated joint ventures. As a result of purchase method accounting for the
Beacon Merger and the Consolidation, any difference between the carrying amount
of these investments on the balance sheet of the Company and the underlying
equity in net assets is amortized as an adjustment to income from unconsolidated
joint ventures over 40 years.
On May 22, 1998, the Company acquired the remaining 90% limited partnership
interest in Crystal Holdings, L.P., the entity which held the interest in the
James K. Polk Building and Zachary Taylor Building for approximately $153.5
million in cash. Prior to the acquisition, the Company owned a 1% limited
partner interest and a 9% general partner interest in Crystal Holdings, L.P. and
accounted for the investment under the equity method. Effective with the
acquisition, the Company owns 100% of this building and it is accounted for as a
fully consolidated Property.
Combined summarized financial information of the unconsolidated joint
ventures is as follows:
<TABLE>
<CAPTION>
June 30, 1998 December 31, 1997
- -------------------------------------------------------------- ----------------- -------------------
<S> <C> <C>
(Dollars in thousands)
Balance Sheets:
Real estate, net $432,376 $523,670
Other assets 84,911 73,450
---------- ----------
Total Assets $517,287 $597,120
========== ==========
Mortgage debt $240,429 $344,427
Other liabilities 8,686 15,271
Partners' and shareholders' equity 268,172 237,422
---------- ----------
Total Liabilities and Partners' and Shareholders' Equity $517,287 $597,120
========== ==========
Company's share of equity $127,598 $155,522
Excess of cost of investments over the net book value
of underlying net assets, net of accumulated
depreciation of $2,872 and $99, respectively 222,424 231,810
---------- ----------
Carrying value of investments in unconsolidated joint
ventures $350,022 $387,332
========== ==========
Company's share of unconsolidated mortgage debt $121,665 $92,400
========== ==========
</TABLE>
8
<PAGE> 9
<TABLE>
<CAPTION>
For the three For the six
months ended months ended
------------------------ ------------------------
June 30, June 30, June 30, June 30,
1998 1997 1998 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
(Dollars in thousands) (Dollars in thousands)
Statement of Operations:
Revenues $27,574 $3,397 $56,022 $4,644
Operating expenses 9,774 667 18,924 782
Interest expense 4,403 23 8,178 23
Depreciation and amortization 4,156 818 9,833 1,028
----------- ----------- ----------- -----------
Net income $9,241 $1,889 $19,087 $2,811
=========== =========== =========== ===========
Company's share of net income $1,392 $1,103 $5,026 $2,025
=========== =========== =========== ===========
Company's share of interest expense $2,219 $23 $4,126 $23
=========== =========== =========== ===========
Company's share of depreciation and amortization
(real estate related) $3,275 $604 $7,216 $814
=========== =========== =========== ===========
</TABLE>
NOTE 5 - MORTGAGE DEBT
On April 30, 1998, the Company assumed approximately $48.1 million in
mortgage debt in connection with the acquisition of One Tabor Center. This
mortgage has a 9.06% fixed interest rate and will be repaid by December 31,
1998.
NOTE 6 - UNSECURED NOTES
In June 1998, the Operating Partnership completed the private placement
(the "$775 Million Notes Offering") of $775 million of unsecured notes (the
"$775 Million Notes") and 300,000 warrants to purchase an additional $300
million in unsecured notes at a later date. The notes issue included
the following tranches: $250 million of 6.50% notes due 2004, $300 million of
6.763% notes due 2007 and $225 million of 7.25% notes due 2028. The $775
Million Notes and warrants were issued at a net premium of $119,250, which will
be amortized over the terms of the respective tranches as an adjustment to
interest expense.
The 300,000 warrants were issued concurrently with the issue of $300
million, nine-year notes. Each warrant entitles the holder thereof to purchase
$1,000 principal amount of a new note at par on December 15, 1999 (or in certain
circumstances on January 18, 2000) at a stated rate of 6.763%, which will mature
on June 15, 2008 and will have other terms substantially similar to the $300
million, nine-year notes referenced above. In exchange for issuing the warrants,
the Operating Partnership received a $2.4 million premium (80 basis points) at
closing which will be amortized as a reduction of interest expense over the life
of the $300 million notes. This premium is included in $119,250 net premium
above.
Total proceeds to the Company, net of selling commissions, were
approximately $768.6 million which were used to paydown borrowings under the
Company's existing Credit Facility.
A summary of the terms of the $775 Million Notes Offering at June 30, 1998
are as follows:
<TABLE>
<CAPTION>
Amount Stated Effective
Tranche (in thousands) Rate Rate (A)
- ------------------------------------- ---------------- --------- -----------
<S> <C> <C> <C>
6 Year Notes due 2004 $250,000 6.50% 6.68%
9 Year Notes due 2007 300,000 6.76% 6.76%
30 Year Notes due 2028 225,000 7.25% 7.31%
---------------- --------- -----------
Subtotal 775,000 6.82% 6.89%
========= ===========
Net premium (net of accumulated
amortization of $4) 115
----------------
Total $775,115
================
</TABLE>
(A) Includes offering and transaction costs, the premium on the warrants and
the discount on the unsecured notes.
9
<PAGE> 10
The Company filed a registration statement, which was declared
effective on July 18, 1998, relating to an offer to exchange the $180 Million
Notes, the $1.25 Billion Notes and the $250 Million MOPPRS for registered
securities of the Company with terms identical in all material respects to the
terms of the existing notes. This exchange offer expired on July 30, 1998.
NOTE 7 - LINES OF CREDIT
On May 29, 1998, the Company amended and restated the $600 Million
Credit Facility to increase it to a $1.0 billion unsecured revolving credit
facility (the "$1.0 Billion Credit Facility"). The $1.0 Billion Credit Facility
matures on May 29, 2001. The Company incurred fees of approximately $2.5
million at the closing of the $1.0 Billion Credit Facility which will be
amortized over the term along with approximately $1.0 million of unamortized
deferred financing costs on the $600 Million Credit Facility which will also be
amortized over the term. The interest rate is based on the Company's investment
grade credit rating on its unsecured debt and is currently LIBOR plus 60 basis
points, and the facility fee is equal to .20% per annum. In addition, a
competitive bid option, whereby the lenders participating in the facility bid on
the interest rate to be charged, is available for up to $350 million of the
facility.
In addition, on May 29, 1998, the Company terminated the $1.5 Billion
Credit Facility. Approximately $.5 million of unamortized deferred financing
costs were recognized as an extraordinary loss during the three months ended
June 30, 1998.
In connection with the acquisition of Dominion Plaza on May 14, 1998,
the Company issued approximately $37.9 million in purchase money debt secured by
a letter of credit. The promissory note is due six months after the acquisition
of the Property and is payable in cash or Common Shares. The promissory note
bears interest at 4.50% per annum.
NOTE 8 - SHAREHOLDERS' EQUITY
In April 1998, the Company's Board of Trustees authorized a second
quarter distribution for the Series B Preferred Shares of $0.619792 per share,
representing a pro rata distribution (since issuance of the shares on February
19, 1998) based on a full quarterly distribution of $.65625 per share and an
annual distribution of $2.625 per share, payable on May 15, 1998 to shareholders
of record as of May 1, 1998.
In April 1998, the Company completed a private placement of 1,628,009
Common Shares at $28.5625 per share for net proceeds of approximately
$44.1 million (the "UIT Offering"). The Company used the net proceeds to fund
property acquisitions.
In May 1998, the Company's Board of Trustees authorized a second
quarter distribution of $0.56125 per share for the 8.98% Series A Cumulative
Redeemable Preferred Shares. The distribution was paid on June 15, 1998 to
shareholders of record as of June 1, 1998.
In June 1998, the Company's Board of Trustees authorized a second
quarter distribution in the amount of $0.32 per Common Share/Unit. The
distribution was paid on July 10, 1998, to the common shareholders/unit holders
of record at the close of business on June 30, 1998.
The following table presents the changes in the issued and outstanding
Common Shares and Units for the six months ended June 30, 1998:
<TABLE>
<CAPTION>
Common Shares Units
- ------------------------------------------------ ------------- ------------
<S> <C> <C>
Balance at January 1, 1998...................... 249,527,663 29,159,688
Sale of Common Shares........................... 1,628,009 -
Common Shares issued through exercise of options 764,804 -
Conversion of Units into Common Shares.......... 157,576 (157,576)
Redemption of Units............................. - (1,167)
Units issued in exchange for property acquisition - 3,368
------------ ------------
Balance at June 30, 1998 252,078,052 29,004,313
============ ============
</TABLE>
10
<PAGE> 11
The Company's ownership interest in the Operating Partnership as of June
30, 1998 was approximately 89.7%.
NOTE 9 - EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per Common Share:
<TABLE>
<CAPTION>
For the three months For the six months
(Dollars in thousands, except per share data) ended June 30, 1998 ended June 30, 1998
- ----------------------------------------------------------------------------- -------------------- -------------------
<S> <C> <C>
Numerator:
Net income available to Common Shares before extraordinary items $81,041 $154,471
Extraordinary items (547) (7,506)
-------------------- -------------------
Numerator for basic earnings per share-income available to Common Shares 80,494 146,965
Minority interest in Operating Partnership 9,300 17,026
-------------------- --------------------
Numerator for diluted earnings per share - income available to Common Shares $89,794 $163,991
==================== ====================
Denominator:
Denominator for basic earnings per share - weighted average Common Shares 251,179,221 250,476,727
-------------------- --------------------
Effect of dilutive securities:
Conversion of Units to Common Shares 29,004,201 29,017,711
Share options 1,017,540 1,119,547
-------------------- --------------------
Dilutive potential Common Shares 30,021,741 30,137,258
-------------------- --------------------
Denominator for diluted earnings per share - adjusted weighted average
shares and assumed conversions 281,200,962 280,613,985
==================== ====================
Basic Earnings Available to Common Shares per Weighted Average Common
Share:
Net income before extraordinary items $.32 $.62
Extraordinary items - (.03)
-------------------- --------------------
Net income per Common Share $.32 $.59
==================== ====================
Diluted Earnings Available to Common Shares Per Weighted Average Common
Share:
Net income before extraordinary items $.32 $.61
Extraordinary items - (.03)
-------------------- --------------------
Net income per Common Share $.32 $.58
==================== ====================
</TABLE>
Options to purchase 2,988,350 Common Shares at a weighted average exercise
price of $30.29 per Common Share, warrants to purchase 5,000,000 Common Shares
at an exercise price of $39.375 per Common Share and 6,000,000 Series B
Preferred Shares at a conversion price of $35.70 per Common Share which were
outstanding during the three months ended June 30, 1998, were not included in
the computation of diluted earnings per share for the three months ended June
30, 1998 because they would have an antidilutive effect. In addition, options to
purchase 2,866,850 Common Shares at a weighted average exercise price of $30.38
per Common Share, warrants to purchase 5,000,000 Common Shares at an exercise
price of $39.375 per Common Share and 6,000,000 Series B Preferred Shares at a
conversion price of $35.70 per Common Share which were outstanding during the
six months ended June 30, 1998, were not included in the computation of diluted
earnings per share for the six months ended June 30, 1998, because they would
have an antidilutive effect.
NOTE 10 - PRO FORMA STATEMENT OF OPERATIONS
The accompanying unaudited Pro Forma Condensed Combined Statement of
Operations for the six months ended June 30, 1998 reflects the following
transactions as if they had occurred on January 1, 1998: (a) the acquisition of
13 Office Properties, and one parking facility, acquired during the six months
ended June 30, 1998; (b) the purchase of the remaining partnership interests in
one of the Company's unconsolidated joint ventures; (c) the February 1998 $1.5
Billion Notes Offering; (d) the Series B Preferred Offering; (e) the increase in
the $600 Million
11
<PAGE> 12
Credit Facility to $1.0 billion; (f) the UIT Offering in April
1998 and (g) the June 1998 $775 Million Notes Offering.
The accompanying unaudited Pro Forma Condensed Combined Statement of
Operations for the six months ended June 30, 1997 reflects the following
transactions as if they had occurred on January 1, 1997: (a) the acquisition of
66 Office Properties, including 20 Office Properties acquired by Beacon prior to
the Beacon Merger, and seven Parking Facilities, including an interest in four
Parking Facilities, acquired during the year ended December 31, 1997; (b) the
disposition of three office properties; (c) the $180 Million Notes Offering
which occurred on September 3, 1997; (d) the transactions that occurred in
connection with the Consolidation of Equity Office Predecessors and the IPO
which closed on July 11, 1997, and the decrease in interest expense resulting
from the use of the net proceeds for the repayment of mortgage debt; (e) the net
change in interest expense from draws on the $1.5 Billion Credit Facility used
to refinance existing mortgage debt; (f) the Beacon Merger; (g) the acquisition
of 13 Office Properties and one parking facility acquired between January 1,
1998 and June 30, 1998: (h) the purchase of the remaining partnership interest
in one of the Company's unconsolidated joint ventures; (i) the February 1998
$1.5 Billion Notes Offering (j) the Series B Preferred Offering; (k) the
increase in the $600 Million Credit Facility to $1.0 billion; (l) the UIT
Offering; and (m) the June 1998 $775 Million Notes Offering.
The accompanying unaudited pro forma condensed combined financial
statements have been prepared by management of the Company and do not purport to
be indicative of the results which would actually have been obtained had the
transactions described above been completed on the dates indicated or which may
be obtained in the future.
<TABLE>
<CAPTION>
For the six months ended June 30,
-----------------------------------------------------
(Dollars in thousands except per share data)
1998 1997
-------------------------- -------------------------
<S> <C> <C>
Total Revenues............................... $825,420 $793,588
-------------------------- -------------------------
Income before extraordinary items............ $163,463 $134,608
-------------------------- -------------------------
Net income available for Common Shares....... $139,066 $102,561
-------------------------- -------------------------
Net income per Common Share - Basic.......... $.55 $.41
-------------------------- -------------------------
Common Shares Outstanding - Basic............ 252,078,000 251,156,000
-------------------------- -------------------------
Net income per Common Share - Diluted........ $.55 $.41
-------------------------- -------------------------
Common Shares Outstanding - Diluted.......... 282,427,000 282,275,000
-------------------------- -------------------------
</TABLE>
NOTE 11 - COMMITMENTS AND CONTINGENCIES
Concentration of Credit Risk. The Company maintains its cash and cash
equivalents at financial institutions. The combined account balances at each
institution periodically exceeds FDIC insurance coverage, and, as a result,
there is a concentration of credit risk related to amounts on deposit in excess
of FDIC insurance coverage. Management of the Company believes that the risk is
not significant. The Company from time to time enters into interest rate
protection agreements to effectively convert floating rate debt to a fixed rate
basis, as well as to hedge anticipated financing transactions. The Company
believes it has limited exposure to the extent of non-performance by the swap
counterparties since each counterparty is a major U.S. financial institution,
and management does not anticipate their non-performance. Currently, the Company
has one interest rate protection agreement which effectively fixed the interest
rate on a $93.6 million loan at 6.94% through the maturity of the loan on June
30, 2000.
Environmental. The Company, as an owner of real estate, is subject to
various environmental laws of federal and local governments. Compliance by the
Company with existing laws has not had a material adverse effect on the
Company's financial condition and results of operations, and management does not
believe it will have such an impact in the future. However, the Company cannot
predict the impact of new or changed laws or regulations on its current
Properties or on properties that it may acquire in the future.
Litigation. The Company has become a party to various legal actions
resulting from the operational activities transferred to the Operating
Partnership in connection with the Consolidation and the Beacon Merger. These
actions are incidental to the transferred business and management does not
believe that these actions will have a material adverse effect on the Company.
12
<PAGE> 13
The Company is involved in continuing discussions with its joint
venture partner in One Post Office Square and Rowes Wharf, which were acquired
in connection with the Beacon Merger, with respect to the Company's control over
property management of such Properties. The joint venture partner did not
consent to the transfer to the Company of Beacon's joint venture interest in
these Properties. Although the Company believes that such consent was not
required, unless the Company is able to reach an agreement with respect to
day-to-day management of such Properties, it is possible that the joint venture
partner could challenge the transfer of such properties in the Beacon Merger, or
seek to trigger the buy-sell remedy found in the joint venture documents.
Neither the Company nor any of the Properties is presently subject to
any material litigation nor, to the Company's knowledge, is any litigation
threatened against the Company or any of the Properties, other than actions
which the Company does not believe to be material, or routine actions for
negligence and other claims and administrative proceedings arising in the
ordinary course of business, some of which are expected to be covered by
liability insurance and all of which collectively are not expected to have a
material adverse effect on the liquidity, business, results of operations or
financial condition of the Company.
Geographical. The Company carries earthquake insurance on all of the
Properties, including those located in California, subject to coverage
limitations which the Company believes are commercially reasonable. In light of
the California earthquake risk, California building codes since the early 1970's
have established construction standards for all new buildings. The current and
strictest construction standards were adopted in 1987. Of the 44 Properties
located in California, 13 have been built since January 1, 1988 and the Company
believes that all of the Properties were constructed in full compliance with the
applicable standards existing at the time of construction. No assurance can be
given that material losses in excess of insurance proceeds will not occur in the
future.
Commitments. In February 1998, the Company entered into a contract to
purchase the Rand Tower Garage in Minneapolis, Minnesota upon completion of the
parking structure. The purchase price for Rand Tower Garage, which will be
comprised of 589 parking spaces in Minneapolis' central business district, will
be approximately $19.0 million. Although the project is scheduled for completion
in January 1999, this transaction is contingent upon certain terms and
conditions as set forth in the purchase agreement. There can be no assurance
that this transaction will be consummated as described above.
In March 1998, the Company's Board of Trustees approved the purchase of
Prominence in Buckhead, an office building development in Atlanta, Georgia. The
property, which will consist of a 430,000 square foot office building and 1,350
parking spaces, will be acquired upon its anticipated completion in mid-1999.
The purchase will also include an 11.88 acre site that may be used to develop
Phase II to the property. The purchase price for the described assets will be
approximately $70.0 million. This transaction is contingent upon certain terms
and conditions as set forth in the purchase agreement. There can be no assurance
that this transaction will be consummated as described above.
In accordance with the agreement governing the Company's investment in
the Wright Runstad Asset Limited Partnership (see Note 4), the Company committed
to provide up to $20.0 million in additional financing or credit support for
future development. As of June 30, 1998, no amounts have been funded pursuant to
this agreement.
The Company expects to acquire Colonnade I, II and III located in
Dallas, Texas from an unaffiliated party for approximately $150.0 million. The
acquisition will include three office buildings totaling 982,110 square feet.
Colonnade I contains approximately 289,743 square feet of office space and was
approximately 98% occupied as of June 30, 1998. Colonnade II contains
approximately 317,367 square feet of office space and was approximately 99%
occupied as of June 30, 1998. Colonnade I and II will be acquired for
approximately $90.0 million. Colonnade III, which is under construction and is
expected to be completed in September 1998, will contain approximately 375,000
square feet and is 37% pre-leased. The purchase price on Colonnade III will be
determined at the date of close, based on a pre-determined formula factored for
leased and unleased space, and is estimated at approximately $60.0 million. This
transaction is contingent upon certain terms and conditions as set forth in the
purchase agreement. There can be no assurance that this transaction will be
consummated as described above.
13
<PAGE> 14
NOTE 12 - SUBSEQUENT EVENTS
The following significant transactions relating to the Company occurred
during the period from July 1, 1998 to August 6, 1998:
(1) On July 1, the Company repaid the mortgage note on the 175 Federal
Street Property in the amount of approximately $12.5 million.
(2) The Company purchased the following Office Properties from
unaffiliated parties. Each property acquisition was funded from
the Company's credit facilities, working capital, assumption of
mortgage debt, the issuance of promissory notes or issuance of Units.
<TABLE>
<CAPTION>
Date Square Purchase Price
Property Location Acquired Feet Occupancy (a) (in thousands)
- ------------------- --------------------- --------------- ------------ --------------- ----------------
<S> <C> <C> <C> <C> <C>
Northland Plaza Bloomington, MN July 2, 1998 296,965 97.8% $47,051
4949 South Syracuse Denver, CO July 15, 1998 62,633 96.4% 8,255
One Park Square Albuquerque, NM July 15, 1998 262,020 79.5% 36,311
The Solarium Greenwood Village, CO July 15, 1998 165,752 96.8% 19,467
Metropoint I Denver, CO July 15, 1998 263,719 98.7% 45,697
Terrace Building Greenwood Village, CO July 15, 1998 115,408 85.2% 15,430
Second & Spring Seattle, WA July 29, 1998 134,871 72.6% 20,130
------------ ----------------
1,301,368 $192,341
============ ================
</TABLE>
(a) As of June 30, 1998.
(3) On July 14, 1998, the Company filed a registration statement with
the Securities and Exchange Commission with respect to the resale
of 25,956,661 Common Shares.
(4) On July 15, 1998, the Board of Trustees of the Company declared a
third quarter dividend for the Series B Preferred Shares of
$.65625 per share, based on a full quarterly distribution and an
annualized distribution of $2.625 per share. The distribution will
be paid on August 17, 1998 to shareholders of record as of August
3, 1998.
(5) On July 15, 1998, the Company purchased the $290 million first
mortgage note on Park Avenue Tower in New York for approximately
$245.0 million. The property consists of approximately 550,894 square
feet.
(6) On July 22, 1998, the Operating Partnership completed the registration
with the Securities and Exchange Commission of $2.0 billion of
unsecured debt securities and warrants exercisable for debt securities
in amounts, at initial prices and on terms to be determined at the time
of offering. The securities may be exchanged separately or together, in
separate series in amounts, at prices and on terms described in one or
more supplements to the prospectus.
(7) On July 22, 1998, the Company completed the registration with the
Securities and Exchange Commission of $1.5 billion of Common Shares,
preferred shares and warrants at prices and on terms to be determined
at the time of offering. The Company may exchange the securities
separately or together, in separate series in amounts, at prices and on
terms described in one or more supplements to the prospectus.
(8) On July 22, 1998, the Company completed the registration with the
Securities and Exchange Commission of the resale by a selling
shareholder of the 1,628,009 Common Shares issued in a private
placement in April 1998.
(9) On July 29, 1998, the Company completed the purchase of 50,000 shares
of Capital Trust 8.25% Step Up Convertible Trust Preferred Securities,
$1,000 liquidation preference per share, for $50 million, in a private
placement. Mr. Zell, Chairman of the Board of Trustees of the Company,
is also chairman of the board at Capital Trust. The preferred shares
are convertible at any time by the holders into common shares at a
conversion price of $11.70, reflecting a 30% conversion premium over
Capital Trust's common share price at the close of business on Friday,
July 24, 1998. The preferred shares are non-callable for five years,
and have a 20 year maturity. The annual dividend will be paid on
September 30 and each calendar quarter thereafter; commencing in year
seven, the dividend will step up by 75 basis points per annum. In
connection with the investment, Capital Trust has granted the right to
the investors to participate in certain strategic lending
opportunities.
(10) In July 1998, the Company entered into a joint venture agreement
with an unaffiliated party to develop Metropoint II, a $22.8
million, 150,000 square foot office building, which is currently
under construction in Denver, CO. The Company acquired a 70%
interest in the building while the unaffiliated party retained a
30% interest and will continue as a developer of the project. The
six-story development is scheduled for completion in December 1998.
14
<PAGE> 15
(11) In July, 1998, the Company entered into a joint venture agreement with
the Wright Runstad Company, an affiliated party, to develop Sunset
North Corporate Campus, a three building, 462,000 square-foot
office complex in Bellevue, Washington. Development of the campus is
estimated to cost approximately $98.0 million. The first of the three
buildings is scheduled for completion in June 1999. The Company will
own 80% of the project during its development and will have the
option to acquire the remaining 20% interest once stabilized
occupancy has been achieved.
(12) In July 1998, the Company's entered into an agreement to purchase
World Trade Center East, a 187,000 square foot office building in
Seattle, Washington. The building, scheduled for completion in March
1999, is 100% preleased to a single tenant. After the tenant takes
full occupancy in early 2000, the Company will purchase the building
for approximately $38.5 million
15
<PAGE> 16
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overview
The following discussion and analysis of the consolidated financial
condition and consolidated and combined results of operations should be read in
conjunction with the Consolidated Financial Statements of the Company and the
Combined Financial Statements of Equity Office Predecessors, and Notes thereto
contained herein. All references to the historical activities of the Company
prior to July 11, 1997, the date of the Company's initial public offering (the
"IPO") contained in this "Management's Discussion and Analysis of Financial
Condition and Results of Operations" refer to the activities of the Equity
Office Predecessors. Terms employed herein as defined terms, but without
definition, shall have the meaning set forth in the Company's Annual Report on
Form 10-K, as amended by Form 10-K/A, for the year ended December 31, 1997.
Statements contained in this "Management's Discussion and Analysis of Financial
Condition and Results of Operations" which are not historical facts may be
forward-looking statements within the meaning of Section 21E of the Exchange
Act. The Company intends such forward-looking statements to be covered by the
safe harbor provisions for forward looking statements contained in Section 21E
of the Exchange Act and are included for purposes of complying therewith. Such
statements are subject to certain risks and uncertainties which could cause
actual results to differ materially from those projected. Readers are cautioned
not to place undue reliance on these forward-looking statements which speak only
as of June 30, 1998.
During the period from January 1, 1998 to June 30, 1998, the Company
acquired an additional 13 Office Properties containing approximately 6.0 million
square feet and one parking facility. The aggregate purchase price for these
acquisitions was approximately $1.1 billion. Excluded in these figures is the
James K. Polk Building and the Zachary Taylor Building containing approximately
902,371 square feet which the Company owned a 10% interest in and acquired the
remaining 90% interest for approximately $153.5 million on May 22, 1998. Also
excluded in these figures is the 215 Fremont Street property acquired on April
29, 1998, which contains approximately 265,000 square feet and will undergo a
major redevelopment prior to re-tenanting. In addition, the Company was active
in the capital markets. Below is a schedule of significant capital events that
have taken place (see Liquidity and Capital Resources below for the details of
these transactions):
- - In February 1998, the Company completed the $1.25 Billion Notes Offering
and the $250 Million MOPPRS Offering.
- - In February 1998, the Company completed the $300 Million Series B
Preferred Shares Offering.
- - In April 1998, the Company completed a private placement of 1,628,009
Common Shares at $28.5625 per share for net proceeds of approximately
$44.1 million.
- - In June 1998, the Company completed the $775 Million Notes Offering and
300,000 warrants for a potential additional $300 million in unsecured
notes.
Results of Operations
General
The following discussion is based primarily on the Consolidated Financial
Statements of the Company and the Combined Financial Statements of Equity Office
Predecessors, as applicable, as of June 30, 1998 and December 31, 1997 and for
the three and six month periods ended June 30, 1998 and 1997, respectively.
The Company receives income primarily from rental revenue from Office
Properties (including reimbursements from tenants for certain operating costs)
and from parking revenue from Office Properties and stand-alone Parking
Facilities.
As of June 30, 1998, the Company owned or had an interest in 271 Office
Properties totaling approximately 71.3 million square feet, and 17
stand-alone Parking Facilities with approximately 16,749 spaces (the "Total
Portfolio"). Of the Total Portfolio, 82 of these Office Properties totaling
approximately 28.7 million square feet and ten Parking Facilities were acquired
prior to January 1, 1997; 176 Office Properties totaling approximately 36.6
million square feet and seven Parking Facilities were acquired in 1997; and 13
Office Properties totaling approximately 6.0 million square feet were acquired
during the six months ended June 30, 1998. As a result of this rapid growth in
the size of the Total Portfolio, the financial data presented shows large
increases in revenues and expenses from period to period. For the foregoing
reasons, the Company does not believe its period to period financial data are
comparable. Therefore, the analysis below shows changes resulting from
Properties that were held during the entire period for the periods being
compared (the "Core Portfolio") and the changes in the Total Portfolio. The
Core Portfolio for the comparison between the six months ended June 30, 1998
and 1997 consists of 81 Office Properties totaling approximately 28.2 million
square feet and ten Parking Facilities acquired prior to January 1, 1997. The
Core Portfolio for the comparison between the three months ended June 30, 1998
and 1997 consists of 85 Office Properties totaling approximately 28.8 million
square feet and ten Parking Facilities acquired prior to April 1, 1997. The
Core Portfolio for these comparisons excludes Barton Oaks Plaza II, a 118,529
square foot office property which was sold in January 1997, 8383 Wilshire, a
417,463 square foot office property, which was sold in May 1997, and 28 State
Street, a 570,040 square foot Office Property, which was undergoing major
redevelopment for the periods discussed.
16
<PAGE> 17
Comparison of three months ended June 30, 1998 to the three months ended June
30, 1997.
The table below represents selected operating information for the Total
Portfolio and for the Core Portfolio which consists of the 85 Office Properties
and ten Parking Facilities acquired prior to April 1, 1997.
<TABLE>
<CAPTION>
Total Portfolio Core Portfolio
--------------------------------------------- -----------------------------------------------
Increase/ % Increase/ %
1998 1997 (Decrease) Change 1998 1997 (Decrease) Change
---------- ---------- ----------- -------- --------- --------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(Dollars in thousands)
Property revenues $395,298 $ 159,741 $ 235,557 147.5% $165,973 $148,767 $17,206 11.6%
Fees from noncombined affiliates 1,507 1,240 267 21.5 - - - -
Interest income 3,139 4,238 (1,099) (25.9) 188 480 (292) (60.8)
--------- ---------- ---------- -------- --------- --------- ---------- -----------
Total revenues 399,944 165,219 234,725 142.1 166,161 149,247 16,914 11.3
--------- ---------- ---------- -------- --------- --------- ---------- -----------
Interest expense 76,070 39,946 36,124 90.4 20,918 36,697 (15,779) (43.0)
Depreciation and amortization 72,461 32,328 40,133 124.1 29,138 30,110 (972) (3.2)
Property operating expenses 137,108 60,805 76,303 125.5 57,888 54,921 2,967 5.4
Ground rent 1,934 1,156 778 67.3 1,148 1,148 - -
General and administrative 14,492 7,653 6,839 89.4 208 60 148 246.7
--------- ---------- ---------- -------- --------- -------- --------- ----------
Total expenses 302,065 141,888 160,177 112.9 109,300 122,936 (13,636) (11.1)
--------- ---------- ---------- -------- --------- -------- --------- ----------
Income before allocation to
minority interests, income
from investment in
unconsolidated joint
ventures, gain on sale
of real estate and
extraordinary items 97,879 23,331 74,548 319.5 56,861 26,311 30,550 116.1
Minority interests ( 9,798) (350) (9,448) 2,699.4 (473) (339) (134) 39.5
Income from unconsolidated
joint ventures 1,392 1,103 289 26.2 663 315 348 110.5
Gain on sale of real estate
and extraordinary items ( 547) 6,769 (7,316) (108.1) - - - -
--------- ---------- ---------- -------- --------- -------- --------- ----------
Net income $ 88,926 $ 30,853 $ 58,073 188.2% $ 57,051 $ 26,287 $ 30,764 117.0%
========= ========== ========== ======== ========= ======== ========= ==========
Property revenues less property
operating expenses before
depreciation and amortization,
general and administrative,
ground rent and interest
expense $258,190 $ 98,936 $159,254 161.0% $108,085 $ 93,846 $ 14,239 15.2%
========= ========== ========== ======== ======== ======== ========= ==========
</TABLE>
Property Revenues: The increase in rental revenues, tenant reimbursements,
parking income and other income ("Property Revenues") in the Core Portfolio
resulted from a combination of occupancy and rental rate increases. The weighted
average occupancy of the Core Portfolio increased from approximately 92.6% at
April 1, 1997 to 95.7% as of June 30, 1998. This increase represents
approximately 927,400 square feet of additional occupancy in the Core Portfolio
between April 1, 1997 and June 30, 1998. Property Revenues for the Total
Portfolio include lease termination fees of approximately $5.2 million and $0.4
million for the three months ended June 30, 1998 and 1997, respectively, and
Property Revenues for the Core Portfolio include lease termination fees of $0.9
million and $0.4 million for the three months ended June 30, 1998 and 1997,
respectively (which are included in the other revenue category on the
consolidated and combined statements of operations). These fees are related to
specific tenants who have paid a fee to terminate their lease obligations before
the end of the contractual term of the lease. Although the Company has
historically experienced similar levels of such termination fees, there is no
way of predicting the timing or amounts of future lease termination fees. The
straight-line rent adjustment which is included in rental revenues for the Total
Portfolio for the three months ended June 30, 1998 and 1997 was approximately
$15.6 million and $ 3.8 million, respectively. The straight-line rent adjustment
which is included in rental revenues for the Core Portfolio for the three months
ended June 30, 1998 and 1997 was approximately $6.1 million and $3.8 million,
respectively.
Interest Income: Interest income for the Total Portfolio decreased by
approximately $1.1 million to $3.1 million for the three months ended June 30,
1998, compared to $4.2 million for the three months ended June 30, 1997. Prior
to the Consolidation, each of the entities involved in the Consolidation needed
to maintain separate cash reserves which in the aggregate were higher than the
cash reserves the Company maintains going forward. Due to the availability of
borrowings under the Credit Facilities, the Company currently maintains lower
cash reserves which are targeted to be between $25 to $50 million (although the
cash balance may at times be more or less in anticipation of pending
acquisitions or other transactions). Although the lower cash balance will result
in lower interest income in future periods, this loss in income is expected to
be offset by savings on interest expense on the Credit Facilities.
Interest Expense: Interest expense increased approximately $36.1 million for the
Total Portfolio to $76.1 million for the three months ended June 30, 1998
compared to $39.9 million for the three months ended June 30, 1997. This
increase resulted from having higher debt outstanding in the second quarter of
1998 than during the comparable period of 1997. The increase in total debt and
the related increase in interest expense was directly related to Property
acquisitions. While the Company's total debt and total interest expense have
increased
17
<PAGE> 18
due to acquisition activity, the total debt as a percentage of total assets
decreased from approximately 51.8% of total assets at June 30, 1997 to 38.4% of
total assets at June 30, 1998, and the Company's interest coverage ratio
increased from 2.43 times in 1997 to 3.24 times in 1998. In addition, the
weighted average interest rate on the Company's debt decreased from
approximately 7.6% at June 30, 1997 to approximately 7.1% at June 30, 1998. The
decrease in interest expense in the Core Portfolio of approximately $15.8
million is primarily due to the paydown of outstanding indebtedness with the IPO
proceeds and the replacement of secured debt with unsecured debt.
Depreciation and Amortization: Depreciation and amortization increased for the
Total Portfolio as a result of Properties acquired and capital and tenant
improvements made at Properties in the Core Portfolio during 1997 and 1998 and
the recording of substantially all the Company's assets and liabilities at their
fair market value in connection with the Consolidation and the IPO.
Property Operating Expenses: Real estate taxes and insurance, repairs and
maintenance, and property operating expenses ("Property Operating Expenses")
increased approximately $3.0 million as compared to the prior period as a
result of the following: Real estate taxes increased approximately $6.1
million from the prior period of which approximately $5.7 million related to a
reduction in real estate tax expense recognized during the three months ended
June 30, 1997, as a result of tax appeals. Real estate taxes increased an
additional $.4 million during the three months ended June 30, 1998 as a result
of higher property valuations and tax rates. Repairs and maintenance decreased
approximately $2.1 million from the prior period of which approximately $1.0
million related to a nonrecurring expenditure at a single building incurred
during the three months ended June 30, 1997. Insurance expense decreased
approximately $.5 million from the prior period as a result of lower premiums
incurred during the current period as a result of the Company's ability to
achieve economies of scale on its insurance coverage.
General and Administrative Expenses: General and administrative expenses
increased by approximately $6.8 million to $14.5 million for the three months
ended June 30, 1998, compared to $7.7 million for the three months ended June
30, 1997. General and administrative expenses as a percentage of total revenues
was approximately 3.6% and 4.6% for the three months ended June 30, 1998 and
1997, respectively. The primary reasons for the increase in general and
administrative expenses are the significant increase in the size of the
Company's portfolio and increased expenses associated with becoming a public
company. While general and administrative expenses will continue to increase as
the size of the Company's portfolio increases, it is anticipated that the
Company will realize increased economies of scale with future growth.
Comparison of six months ended June 30, 1998 to the six months ended June 30,
1997.
The table below represents selected operating information for the Total
Portfolio and for the Core Portfolio which consists of the 81 Office Properties
and ten Parking Facilities acquired prior to January 1, 1997.
<TABLE>
<CAPTION>
Total Portfolio Core Portfolio
----------------------------------------------------- -------------------------------------------
Increase/ % Increase/ %
1998 1997 (Decrease) Change 1998 1997 (Decrease) Change
- -------------------------------- ---------- ---------- ----------- --------- ---------- --------- ------------ ---------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Property revenues $764,891 $ 308,212 $456,679 148.2% $320,888 $290,139 $30,749 10.6%
Fees from noncombined affiliates 2,664 2,440 224 9.2 - - - -
Interest income 6,209 9,134 (2,925) (32.0) 476 970 (494) (50.9)
----------- ---------- ----------- --------- ---------- --------- ------------ ---------
Total revenues 773,764 319,786 453,978 142.0 321,364 291,109 30,255 10.4
Interest expense 145,954 76,301 69,653 91.3 41,790 72,270 (30,480) (42.2)
Depreciation and amortization 140,253 60,409 79,844 132.2 56,267 55,682 585 1.1
Property operating expenses 273,335 117,803 155,532 132.0 113,400 108,459 4,941 4.6
Ground rent 3,572 2,306 1,266 54.9 2,292 2,298 (6) (.3)
General and administrative 28,440 14,726 13,714 93.1 211 80 131 163.8
----------- ---------- ----------- --------- ---------- --------- ------------ ---------
Total expenses 591,554 271,545 320,009 117.8 213,960 238,789 (24,829) (10.4)
----------- ---------- ----------- --------- ---------- --------- ------------ ---------
Income before allocation to
minority interests, income from
investment in unconsolidated
joint ventures, gain on sale of
real estate and extraordinary
items 182,210 48,241 133,969 277.7 107,404 52,320 55,084 105.3
Minority interests (18,062) (879) (17,183) 1,954.8 (979) (703) (276) 39.3
Income from unconsolidated
joint ventures 5,026 2,025 3,001 148.2 1,364 1,239 125 10.1
Gain on sale of real estate and
extraordinary items (7,506) 12,235 (19,741) (161.3) - - - -
----------- ---------- ----------- --------- ---------- --------- ------------ ---------
Net income $161,668 $ 61,622 $100,046 162.4% $107,789 $ 52,856 $54,933 103.9%
========== ========== =========== ========= ========== ========= ============ =========
Property revenues less property
operating expenses before
depreciation and amortization,
general and administrative,
ground rent and interest
expense $491,556 $190,409 $301,147 158.2% $207,488 $181,680 $25,808 14.2%
========== ========== =========== ========= ========== ========= ============ =========
</TABLE>
Property Revenues: The increase in rental revenues, tenant reimbursements,
parking income and other income ("Property Revenues") in the Core Portfolio
resulted from a combination of occupancy and rental rate increases. The weighted
average occupancy of the Core Portfolio increased from approximately 92.1% at
January 1, 1997 to 95.7% as of June 30, 1998. This increase represents
approximately 1,044,300 square feet of additional occupancy in the Core
Portfolio between January 1, 1997 and June 30, 1998. Property Revenues for the
Total Portfolio include lease termination fees of approximately $8.1 million and
$2.7 million for the six months ended June 30, 1998
18
<PAGE> 19
and 1997, respectively, and Property Revenues for the Core Portfolio include
lease termination fees of $1.8 million and $2.7 million for the six months ended
June 30, 1998 and 1997, respectively (which are included in the other revenue
category on the consolidated and combined statements of operations). These fees
are related to specific tenants who have paid a fee to terminate their lease
obligations before the end of the contractual term of the lease. Although the
Company has historically experienced similar levels of such termination fees,
there is no way of predicting the timing or amounts of future lease termination
fees. The straight-line rent adjustment which is included in rental revenues for
the Total Portfolio for the six months ended June 30, 1998 and 1997 was
approximately $32.7 million and $7.7 million, respectively. The straight-line
rent adjustment which is included in rental revenues for the Core Portfolio for
the six months ended June 30, 1998 and 1997 was approximately $13.8 million and
$7.8 million, respectively.
Interest Income: Interest income for the Total Portfolio decreased by
approximately $2.9 million to $6.2 million for the six months ended June 30,
1998, compared to $9.1 million for the six months ended June 30, 1997. Prior to
the Consolidation, each of the entities involved in the Consolidation needed to
maintain separate cash reserves which in the aggregate were higher than the cash
reserves the Company maintains going forward. Due to the availability of
borrowings under the Credit Facilities, the Company currently maintains lower
cash reserves which are targeted to be between $25 to $50 million (although the
cash balance may at times be more or less in anticipation of pending
acquisitions or other transactions). Although the lower cash balance will result
in lower interest income in future periods, this loss in income is expected to
be offset by savings on interest expense on the Credit Facilities.
Interest Expense: Interest expense increased by approximately $69.7 million for
the Total Portfolio to $146.0 million for the six months ended June 30, 1998
compared to $76.3 million for the six months ended June 30, 1997. This increase
resulted from having higher debt outstanding in the six months ended June 30,
1998 than during the comparable period of 1997. The increase in total debt and
the related increase in interest expense was directly related to Property
acquisitions. While the Company's total debt and total interest expense have
increased due to acquisition activity, the total debt as a percentage of total
assets decreased from approximately 51.8% of total assets at June 30, 1997 to
38.4% of total assets at June 30, 1998, and the Company's interest coverage
ratio increased from 2.46 times in 1997 to 3.23 times in 1998. In addition, the
weighted average interest rate on the Company's debt decreased from
approximately 7.6% at June 30, 1997 to approximately 7.1% at June 30, 1998. The
decrease in interest expense in the Core Portfolio of approximately $30.5
million is primarily due to the paydown of outstanding indebtedness with the IPO
proceeds and the replacement of secured debt with unsecured debt.
Depreciation and Amortization: Depreciation and amortization increased for the
Total Portfolio as a result of Properties acquired and capital and tenant
improvements made at Properties in the Core Portfolio during 1997 and 1998 and
the recording of substantially all the Company's assets and liabilities at their
fair market value in connection with the Consolidation and the IPO.
Property Operating Expenses: Real estate taxes and insurance, repairs and
maintenance, and property operating expenses ("Property Operating Expenses")
increased approximately $4.9 million as compared to the prior period as a
result of the following: Real estate taxes increased approximately $7.6
million from the prior period of which approximately $5.9 million related to a
reduction in real estate tax expense recognized during the six months ended
June 30, 1997, as a result of tax appeals. Real estate taxes increased an
additional $1.7 million during the six months ended June 30, 1998 as a result
of higher property valuations and tax rates. Repairs and maintenance decreased
approximately $1.2 million from the prior period of which approximately $1.0
million related to a nonrecurring expenditure at a single building incurred
during the six months ended June 30, 1997. Insurance expense decreased
approximately $.7 million from the prior period as a result of lower premiums
incurred during the current period as a result of the Company's ability to
achieve economies of scale on its insurance coverage.
General and Administrative Expenses: General and administrative expenses
increased by approximately $13.7 million to $28.4 million for the six months
ended June 30, 1998, compared to $14.7 million for the six months ended June
30, 1997. General and administrative expenses as a percentage of total
revenues was approximately 3.7% and 4.6% for the six months ended June 30, 1998
and 1997, respectively. The primary reasons for the increase in general and
administrative expenses are the significant increase in the size of the
Company's portfolio and increased expenses associated with becoming a public
company. While general and administrative expenses will continue to increase
as the size of the Company will realize increased economies of scale with
future growth.
19
<PAGE> 20
Parking Operations
The Total Portfolio and Core Portfolio selected operating information for the
three and six months ended June 30, 1998 and 1997 presented above includes
results of operations from the Parking Facilities. Summarized information for
the Parking Facilities is presented below.
Comparison of the Three Months Ended June 30, 1998 to the Three Months Ended
June 30, 1997.
<TABLE>
<CAPTION>
Total Parking Portfolio Core Parking Portfolio
---------------------------------------- -------------------------------------------
Increase/ % Increase/ %
1998 1997 (Decrease) Change 1998 1997 (Decrease) Change
------- ------- ---------- --------- -------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(Dollars in thousands)
Property revenues $7,498 $5,322 $2,176 40.9% $5,850 $5,321 $529 9.9%
Interest income 4 49 (45) (91.8) 4 49 (45) (91.8)
-------- ------- ---------- --------- -------- -------- ---------- ----------
Total revenues 7,502 5,371 2,131 39.7 5,854 5,370 484 9.0
-------- ------- ---------- --------- -------- -------- ---------- ----------
Interest expense 1,622 813 809 99.5 1,371 812 559 68.8
Depreciation and amortization 1,402 819 583 71.2 1,092 816 276 33.8
Property operating expenses 2,193 1,204 989 82.1 1,691 1,204 487 40.4
-------- ------- --------- -------- -------- -------- ---------- ----------
Total expenses 5,217 2,836 2,381 84.0 4,154 2,832 1,322 46.7
-------- ------- --------- -------- -------- -------- ---------- ----------
Income before allocation to
minority interests and
income from investment
in unconsolidated joint
ventures 2,285 2,535 (250) (9.9) 1,700 2,538 (838) (33.0)
Minority interests (75) (62) (13) 21.0 (75) (62) (13) 21.0
Income from unconsolidated
joint ventures 430 786 (356) (45.3) - - - -
-------- ------- ---------- -------- -------- -------- ---------- ----------
Net income $2,640 $3,259 $(619) (19.0)% $1,625 $2,476 $(851) (34.4)%
======== ======= ========== ======== ======== ======== ========== ==========
Property revenues less property
operating expenses before
depreciation and amortization
and interest expense $5,305 $4,118 $1,187 28.8% $4,159 $ 4,117 $42 1.0%
======== ======= ========== ======== ======== ========= ========== ==========
</TABLE>
Comparison of the Six Months Ended June 30, 1998 to the Six Months Ended June
30, 1997.
<TABLE>
<CAPTION>
Total Parking Portfolio Core Parking Portfolio
------------------------------------------ ----------------------------------------------
Increase/ % Increase/ %
1998 1997 (Decrease) Change 1998 1997 (Decrease) Change
-------- -------- ---------- -------- -------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(Dollars in thousands)
Property revenues $14,443 $9,972 $4,471 44.8% $11,039 $9,972 $1,067 10.7%
Interest income 37 114 (77) (67.5) 37 114 (77) (67.5)
-------- -------- ---------- -------- -------- -------- ---------- ---------
Total revenues 14,480 10,086 4,394 43.6 11,076 10,086 990 9.8
-------- -------- ---------- -------- -------- -------- ---------- ---------
Interest expense 3,234 2,071 1,163 56.2 2,740 2,071 669 32.3
Depreciation and amortization 2,805 1,635 1,170 71.6 2,184 1,631 553 33.9
Property operating expenses 4,080 2,387 1,693 70.9 3,133 2,388 745 31.2
-------- -------- ---------- -------- -------- -------- ---------- --------
Total expenses 10,119 6,093 4,026 66.1 8,057 6,090 1,967 32.3
-------- -------- ---------- -------- -------- -------- ---------- --------
Income before allocation to
minority interests and
income from investment in
unconsolidated joint ventures 4,361 3,993 368 9.2 3,019 3,996 (977) (24.4)
Minority interests (144) (122) (22) 18.0 (144) (122) (22) 18.0
Income from unconsolidated
joint ventures 1,111 786 325 41.3 - - - -
-------- -------- ---------- -------- -------- -------- ---------- --------
Net income $5,328 $4,657 $671 14.4% $2,875 $3,874 $(999) (25.8)%
======== ======== ========== ======== ======== ======== ========== ========
Property revenues less property
operating expenses before
depreciation and amortization
and interest expense $10,363 $7,585 $2,778 36.6% $7,906 $7,584 $322 4.2%
======== ======== ========== ======== ======== ======== ========== ========
</TABLE>
20
<PAGE> 21
Liquidity and Capital Resources
Liquidity
Net cash provided from operations represents the primary source of
liquidity to fund distributions, debt service, recurring capital costs and
non-revenue enhancing tenant improvements. Prior to the IPO, the Company made
annual distributions equal to approximately 100% of taxable income. Cash
generated in excess of taxable income (resulting primarily from non-cash items
such as depreciation and amortization) was retained for working capital and to
fund capital improvements and non-revenue enhancing tenant improvements. The
Company currently intends to continue to make, but has not contractually bound
itself to make, regular quarterly distributions to holders of Series A Preferred
Shares, Series B Preferred Shares, Common Shares and Units. The Company
established annualized distribution rates as follows: 8.98% per annum ($2.245
per share) for each Series A Preferred Share, 5.25% per annum ($2.625 per share)
for each Series B Preferred Share, and $1.28 per annum per Common Share and
Unit.
The Company intends to continue to fund recurring capital costs and
non-revenue enhancing tenant improvements from cash from operations and draws
under the $1.0 Billion Credit Facility. The Company also expects that the $1.0
Billion Credit Facility will provide for temporary working capital,
unanticipated cash needs, and funding of acquisitions.
The anticipated size of the Company's distributions will not allow the
Company, using only cash from operations, to retire all of its debt as it comes
due and, therefore, the Company will be required to repay maturing debt with
funds from debt and/or equity financing.
Debt Financing
The table below summarizes the mortgage debt, unsecured notes and
Credit Facility indebtedness outstanding at June 30, 1998 and December 31, 1997,
including a net premium on mortgage debt and unsecured notes (net of accumulated
amortization of approximately $ 2.6 million and $2.1 million) of approximately
$6.2 million and $ 1.2 million, respectively, recorded in connection with the
Company's Consolidation, debt assumed in connection with certain of the
Company's acquisitions, and unsecured notes.
<TABLE>
<CAPTION>
(Dollars in thousands) June 30, 1998 December 31, 1997
- ---------------------------------------- --------------- -------------------
<S> <C> <C>
Debt Summary:
Balance
Fixed rate............................ $4,578,713 $2,219,496
Variable rate......................... 360,736 2,064,821
--------------- -------------------
Total............................... $4,939,449 $4,284,317
=============== ===================
Percent of total debt:
Fixed rate............................ 92.7% 51.8%
Variable rate......................... 7.3% 48.2%
--------------- -------------------
Total............................... 100.0% 100.0%
=============== ===================
Weighted average interest
rate at end of period:
Fixed rate............................ 7.2% 7.5%
Variable rate......................... 6.5% 6.9%
--------------- -------------------
Weighted average...................... 7.1% 7.2%
=============== ===================
</TABLE>
The variable rate debt shown above bore interest at a 30-day
LIBOR-based floating interest rate. The 30-day LIBOR at June 30, 1998 was
approximately 5.7%; therefore, the weighted average spread of the Company's
interest rate over LIBOR at June 30, 1998 was approximately .8%.
21
<PAGE> 22
Mortgage Financing
As of June 30, 1998, the Company's total mortgage debt (excluding the
Company's share of unconsolidated debt of approximately $121.7 million)
consisted of approximately $2.1 billion of fixed rate debt with a weighted
average interest rate of approximately 7.6% and $30.7 million of variable rate
debt bearing interest at the 30-day LIBOR plus 1%. The Company's mortgage debt
at June 30, 1998 will mature as follows:
<TABLE>
<CAPTION>
<S> <C>
Dollars in thousands
1998.................................. $124,878
1999.................................. 52,908
2000.................................. 158,451
2001.................................. 432,997
2002.................................. 69,583
Thereafter............................ 1,271,519
----------
Subtotal........................... 2,110,336
Net premium (net of accumulated
amortization of $2.6 million)....... 1,688
----------
Total.............................. $2,112,024
==========
</TABLE>
The instruments encumbering the Properties restrict transfer of the
Properties, prohibit liens and require payment of taxes on the Properties,
maintenance of the Property in good condition, maintenance of insurance on the
Property and obtaining lender consent to leases with material tenants.
Credit Facilities
Lines of Credit. On May 29, 1998, the Company amended and restated the $600
Million Credit Facility to a $1.0 billion unsecured revolving credit facility
(the "$1.0 Billion Credit Facility"). The $1.0 Billion Credit Facility matures
on May 29, 2001. The Company incurred fees of approximately $2.5 million
at the closing of the $1.0 Billion Credit Facility which will be amortized over
the term along with approximately $1.0 million of unamortized deferred financing
costs on the $600 Million Credit Facility which will also be amortized over the
term. The interest rate is based on the Company's investment grade credit rating
on its unsecured debt and is currently LIBOR plus 60 basis points and the
facility fee is equal to .20% per annum. In addition, a competitive bid option,
whereby the lenders participating in the facility bid on the interest rate to be
charged, is available for up to $350 million of the facility. Subsequent to June
30, 1998, an additional $816.5 million has been drawn on the $1.0 Billion Credit
Facility for property acquisitions.
Term Loan Facility. On May 29, 1998, the Company terminated the $1.5
Billion Credit Facility. Approximately $.5 million of unamortized deferred
financing costs were recognized as an extraordinary loss during the three months
ended June 30, 1998.
Unsecured Notes
$180 Million Notes Offering. In September 1997, the Company completed the
$180 Million Notes Offering. The terms of the $180 Million Notes Offering
consist of four tranches with maturities from seven to ten years.
$1.25 Billion Notes Offering. In February 1998, the Company completed
the $1.25 Billion Notes Offering. The $1.25 Billion Notes consist of four
tranches with maturities of five to twenty years.
$250 MandatOry Par Put Remarketed Securities Offering. In February 1998,
the Company completed the $250 Million MOPPRS Offering. The MOPPRS are subject
to mandatory tender on February 15, 2002.
$775 Million Unsecured Notes and 300,000 Warrants Offering. In June
1998, the Company completed the $775 Million Notes Offering. The $775
Million Notes consist of three tranches with maturities of six to thirty years.
22
<PAGE> 23
The table below summarizes the Company's unsecured notes as of June 30, 1998:
<TABLE>
<CAPTION>
Amount Stated Effective
Tranche (in thousands) Rate Rate (A)
-------------------------------------- --------------------- ------------------- --------------------
<S> <C> <C> <C>
4 Year MOPPRS due 2002 $250,000 6.38% 6.30%
5 Year Notes due 2003 300,000 6.38% 6.73%
6 Year Notes due 2004 250,000 6.50% 6.68%
7 Year Notes due 2004 30,000 7.24% 7.26%
7 Year Notes due 2005 400,000 6.63% 7.02%
8 Year Notes due 2005 50,000 7.36% 7.69%
9 Year Notes due 2006 50,000 7.44% 7.74%
9 Year Notes due 2007 300,000 6.76% 6.76%
10 Year Notes due 2007 50,000 7.41% 7.70%
10 Year Notes due 2008 300,000 6.75% 7.01%
20 Year Notes due 2018 250,000 7.25% 7.54%
30 Year Notes due 2028 225,000 7.25% 7.31%
--------------------- ------------------- --------------------
Subtotal 2,455,000 6.76% 6.97%
=================== ====================
Net premium (net of accumulated
amortization of $.1 million) 4,481
---------------------
Total $2,459,481
=====================
</TABLE>
(A) Includes the cost of the terminated interest rate protection agreements,
offering and transaction costs, the premium on the warrants and the
discount on unsecured notes.
The Company filed a registration statement, which was declared effective on
July 18, 1998, relating to an offer to exchange the $180 Million Notes, the
$1.25 Billion Notes and the $250 Million MOPPRS for registered securities of the
Company with terms identical in all material respects to the terms of the
existing notes. This exchange offer expired on July 30, 1998.
Restrictions and Covenants. Agreements or instruments relating to the
unsecured notes and lines of credit contain certain restrictions and
requirements regarding total debt to assets ratios, secured debt to total assets
ratios, debt service coverage ratios, minimum ratio of unencumbered assets to
unsecured debt and other limitations.
Equity Securities
Below is a summary of the equity securities issued in connection with various
transactions occurring since March 31, 1998:
- - During the three months ended June 30, 1998 there were 501,938 Common Share
options exercised, 3,368 Units issued in connection with a property
acquisition and 1,167 Units redeemed.
- - In April 1998, the Company completed a private placement of 1,628,009 Common
Shares at $28.5625 per share for net proceeds of approximately $44.1 million.
Cash Flows
Six Months Ended June 30, 1998 compared to June 30, 1997
Cash and cash equivalents decreased by approximately $176.1 million, to
approximately $52.8 million at June 30, 1998, compared to $228.9 million at
December 31, 1997. This decrease was the result of approximately $1,276.0
million invested in new acquisitions, capital and tenant improvements, payment
of leasing commissions, and an increase in escrow deposits and restricted cash
offset by distributions from investments in unconsolidated joint ventures
reduced by $754.2 million provided by financing activities and approximately
$345.7 million of cash generated by operations. Net cash provided by operating
activities increased by approximately $255.0 million to approximately $345.7
million from $90.7 million primarily due to the additional cash flow generated
by the increase in the number of Properties owned. Net cash used for investing
activities increased by approximately $703.4 million from $572.6 million to
$1,276.0 million mainly due to an increase in the amount of real estate assets
purchased during the six months ended June 30, 1998 compared to the six months
ended June 30, 1997 reduced by an increase in distributions received from
investments in unconsolidated subsidiaries. Net cash provided by financing
activities increased by approximately $439.7 million from $314.5 million
provided by financing activities in the six months ended June 30, 1997 to $754.2
million provided by financing activities in the six months ended June 30, 1998
due primarily to the proceeds from the unsecured notes offerings and issuances
of Common Shares and preferred shares reduced primarily by a net paydown in the
Company's Credit Facilities and distributions to common shareholders,
unitholders and preferred shareholders.
23
<PAGE> 24
Capital Improvements
The Company has a history of acquiring and repositioning
undercapitalized and poorly managed properties, many of which have required
significant capital improvements due to deferred maintenance and/or required
substantial renovation to enable them to compete effectively. A number of the
Properties also have had significant amounts of shell space requiring build out
at the time of acquisition. The Company takes these capital improvements and
revenue enhancing tenant improvements into consideration at the time of
acquisition in determining the amount of equity and debt financing required to
purchase the property and fund the improvements. Therefore, capital improvements
made during the first five years after acquisition of these Properties are
treated separately from typical recurring capital expenditures, non-revenue
enhancing tenant improvements and leasing commissions required once these
Properties have reached stabilized occupancy, and deferred maintenance and
renovations planned at the time of acquisition have been completed. Capital
improvements (including tenant improvements and leasing commissions for shell
space) for the six months ended June 30, 1998 were approximately $30.3 million
or $.42 per square foot.
The Company considers capital expenditures to be recurring expenditures
relating to the on-going maintenance of the Office Properties. The table below
summarizes capital expenditures for the six months ended June 30, 1998. The
capital expenditures set forth below are not necessarily indicative of future
capital expenditures.
<TABLE>
<CAPTION> For the six months ended
June 30, 1998
---------------------------
<S> <C>
Number of Office Properties...................................... 271
Rentable Square Feet (in millions)............................... 71.3
Capital Expenditures per square foot............................. $.05
</TABLE>
Tenant Improvements and Leasing Commission Costs
The Company distinguishes its tenant improvements and leasing
commissions between those that are revenue enhancing (i.e., required for space
which is vacant at the time of acquisition or that has been vacant for nine
months or more) and non-revenue enhancing (i.e., required to maintain the
revenue being generated from currently leased space). The table below summarizes
the revenue enhancing and non-revenue enhancing tenant improvements and leasing
commissions for the six months ended June 30, 1998. The tenant improvement and
leasing commission costs set forth below are presented on an aggregate basis and
do not reflect significant regional variations and, in any event, are not
necessarily indicative of future tenant improvement and leasing commission
costs:
<TABLE>
<CAPTION>
For the six months ended June 30,
1998
-----------------------------------
<S> <C>
Number of Office Properties....................................... 271
Rentable square feet (in millions)................................ 71.3
Revenue enhancing tenant improvements and leasing
commissions:
Amounts (in thousands).......................................... $16,252
Per square foot improved........................................ 15.70 (1)
Per total square foot........................................... .46 (2)
Non-revenue enhancing tenant improvements and leasing commissions:
Renewal space
Amounts (in thousands).......................................... $15,178
Per square foot improved........................................ 8.82 (1)
Per total square foot........................................... .43 (2)
Retenanted space
Amounts (in thousands).......................................... $14,977
Per square foot improved........................................ 17.46 (1)
Per total square foot........................................... .42 (2)
--------------------
Total non-revenue enhancing (in thousands)........................ $30,155
Per square foot improved.......................................... 11.69 (1)
Per total square foot............................................. .85 (2)
</TABLE>
(1) The per square foot calculations as of June 30, 1998 are calculated taking
the total dollars anticipated to be expended on tenant improvements for
tenants taking occupancy during the six months ended June 30, 1998, divided
by the total square footage being improved or total building square
footage. The actual amounts expended as of June 30, 1998 for revenue
enhancing, non-revenue enhancing renewal and released space were $14.1
million, $10.9 million and $25.1 million, respectively.
(2) The amounts shown have been annualized to reflect a full year of
comparable operation. The actual costs per total square foot as of June 30,
1998 for revenue enhancing and non-revenue enhancing renewal and released
space were $.23, $.21 and $.21, respectively.
24
<PAGE> 25
Development
In connection with the Beacon Merger and other acquisitions, the Company
acquired certain Properties that are currently in various stages of development
or pre-development. The Company funds these developments with proceeds from
working capital and the Credit Facilities. Specifically indentifiable direct
and indirect acquisition, development and construction costs are capitalized
including, where applicable, salaries and related costs, real estate taxes,
interest and certain pre-construction costs essential to the deveopment of a
property. As of June 30, 1998, the Company has incurred approximately $208.7
million of costs in connection with the properties being developed.
The Company has entered into agreements to purchase the following
properties upon their completion:
(1) The Rand Tower Garage located in Minneapolis, Minnesota will be purchased
upon completion which is anticipated to be in January 1999. The
purchase price for this 589 space parking facility will be approximately
$19.0 million.
(2) The Prominence in Buckhead, an office building under development in the
Buckhead sub-market of Atlanta, Georgia, which will consist of a 430,000
square foot office building and 1,350 parking spaces, will be acquired
upon its completion which is anticipated to be in mid-1999. The purchase
price will also include an 11.88 acre site that may be used to develop
Phase II of Prominence. There are no immediate plans to develop the 11.88
acre site, which is zoned for a 420,000 square foot office tower. The
purchase price for the described assets will be approximately $70.0
million.
(3) The Colonnade III, an office building under development in Dallas, Texas,
which will consist of a 375,000 square foot office building, will be
acquired upon its scheduled completion in September 1998. The purchase
price will be determined at the date of close, based on a pre-determined
formula factored for leased and unleased space, and is estimated at
approximately $60.0 million.
(4) In July 1998, the Company's Board of Trustees approved the purchase of the
World Trade Center East Project in Seattle, Washington upon its scheduled
completion in mid-2000. The property, which will consist of 187,000
square feet, will cost approximately $38.5 million.
The above transactions are contingent upon certain terms and conditions as set
forth in their respective purchase agreements. There can be no assurance that
these transactions will be consummated as described above.
In addition to the properties described above, the Company also owns
various lands parcels available for development, however, no significant
development activity is taking place on these sites at this time.
Year 2000
The Year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of the Company's
computer programs that have time-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices or
engage in similar normal business activities.
The Company does not believe that the impact of the recognition of the year
2000 by its information and operating technology systems will have a material
adverse effect on the Company's financial condition and results of operations.
The majority of any necessary system changes will be upgraded in the normal
course of business. The Company has initiated formal communications with all of
its significant suppliers to determine the extent to which the Company's
interface systems are vulnerable to those third parties' failure to remediate
their own year 2000 issues. There can be no guarantee that the systems of other
companies on which the Company's systems rely will be timely converted and would
not have an adverse effect on the Company's systems.
Inflation
Substantially all of the office leases require the tenant to pay, as
additional rent, a portion of any increases in real estate taxes (except, in the
case of certain California leases, which limit the ability of the landlord to
pass through to the tenants the effect of increased real estate taxes
attributable to a sale of real property interests) and operating expenses over a
base amount. In addition, many of the office leases provide for fixed increases
in base rent or indexed escalations (based on the Consumer Price Index or other
measures). The Company believes that inflationary increases in expenses will be
offset, in part, by the expense reimbursements and contractual rent increases
described above.
25
<PAGE> 26
Funds From Operations
Management of the Company believes Funds from Operations, as defined by the
National Association of Real Estate Investment Trusts, Inc. ("NAREIT"), to be an
appropriate measure of performance for an equity REIT. While Funds from
Operations is a relevant and widely used measure of operating performance of
equity REITs, it does not represent cash flow from operations or net income as
defined by generally accepted accounting principles ("GAAP"), and it should not
be considered as an alternative to these indicators in evaluating liquidity or
operating performance of the Company.
The following table reflects the calculation of the Company's and Equity
Office Predecessors' Funds from Operations for the three month periods ended
June 30, 1998 and 1997 on a historical basis:
<TABLE>
<CAPTION>
Three Months Ended June 30,
(Dollars in thousands) 1998 1997
- -----------------------------------------------------------------------------------
<S> <C> <C>
Income before allocation to minority interests,
income from investment in unconsolidated
joint ventures, gain on sale of real estate
and extraordinary items: $97,879 $23,331
Add back (deduct):
(Income) allocated to minority interests for (498) (350)
partially owned properties
Income from investment in unconsolidated
joint ventures 1,392 1,103
Depreciation and amortization (real
estate related) 73,592 31,542
Net amortization of net premium on
mortgage debt 257 -
Preferred dividends (8,432) -
-------- --------
Funds from Operations before effect of adjusting
straight-line rental revenue and expense
included in Funds from Operations to a cash
basis (1) 164,190 55,626
-------- --------
Deferred rental revenue (15,601) (3,791)
Deferred rental expense 751 549
-------- --------
Funds from Operations excluding straight-line
rental revenue and expense adjustments $149,340 $52,384
======== ========
Operating Partnership Funds from Operations $164,190
Company's share of Operating Partnership 89.6%
--------
Company's share of Funds from Operations $147,193
========
Cash Flow Provided By (Used For):
Operating Activities $ 234,926 $ 49,586
Investing Activities $(1,005,038) $(463,127)
Financing Activities $ 811,182 $ 280,405
Ratio of earnings to combined fixed charges
and preferred share distributions 1.96 1.52
</TABLE>
26
<PAGE> 27
The following table reflects the calculation of the Company's and
Equity Office Predecessors' Funds from Operations for the six month periods
ended June 30, 1998 and 1997 on a historical basis:
<TABLE>
<CAPTION> Six Months Ended June 30,
(Dollars in thousands) 1998 1997
-----------------------------------------------------------------------------------------------------
<S> <C> <C>
Income before allocation to minority interests,
income from investment in unconsolidated
joint ventures, gain on sale of real estate and
extraordinary items: $182,210 $48,241
Add back (deduct):
(Income) allocated to minority interests for
partially owned properties (1,036) (879)
Income from investment in unconsolidated
joint ventures 5,026 2,025
Depreciation and amortization (real estate related) 142,998 58,994
Net amortization of net premium on mortgage debt 531 -
Preferred dividends (14,703) -
------------ ----------
Funds from Operations before effect of adjusting
straight-line rental revenue and expense included
in Funds from Operations to a cash basis (1) 315,026 108,381
------------ ----------
Deferred rental revenue (32,720) (7,690)
Deferred rental expense 1,306 1,098
Funds from Operations excluding straight-line ------------ ----------
rental revenue and expense adjustments $283,612 $101,789
============ ==========
Operating Partnership Funds from Operations $315,026
Company's share of Operating Partnership 89.6%
------------
Company's share of Funds from Operations $282,319
============
Cash Flow Provided By (Used For):
Operating Activities $ 345,691 $ 90,673
Investing Activities $(1,275,985) $(572,633)
Financing Activities $ 754,192 $ 314,525
Ratio of earnings to combined fixed charges
and preferred share distributions 1.95 1.56
</TABLE>
(1) The White Paper on Funds from Operations approved by the Board of Governors
of the National Association of Real Estate Investment Trusts ("NAREIT") in
March 1995 defines Funds from Operations as net income (loss) (computed in
accordance with GAAP), excluding gains (or losses) from debt restructuring
and sales of properties, plus real estate related depreciation and
amortization and after adjustments for unconsolidated partnerships and
joint ventures. The Company believes that Funds from Operations is helpful
to investors as a measure of the performance of an equity REIT because,
along with cash flow from operating activities, financing activities and
investing activities, it provides investors with an indication of the
ability of the Company to incur and service debt, to make capital
expenditures and to fund other cash needs. The Company computes Funds from
Operations in accordance with standards established by NAREIT which may not
be comparable to Funds from Operations reported by other REITs that do not
define the term in accordance with the current NAREIT definition or that
interpret the current NAREIT definition differently than the Company. Funds
from Operations does not represent cash generated from operating activities
in accordance with GAAP nor does it represent cash available to pay
distributions and should not be considered as an alternative to net income
(determined in accordance with GAAP) as an indication of the Company's
financial performance or to cash flow from operating activities (determined
in accordance with GAAP) as a measure of the Company's liquidity, nor is it
indicative of funds available to fund the Company's cash needs, including
its ability to make cash distributions.
27
<PAGE> 28
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
(27) Financial Data Schedule
(b) Reports on Form 8-K:
(1) A report on Form 8-K, dated June 26, 1998 containing Item 2,
Item 5 and Item 7.
28
<PAGE> 29
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EQUITY OFFICE PROPERTIES TRUST
Date: August 11, 1998 By: /s/ Stanley M. Stevens
---------------------------------
Stanley M. Stevens
Executive Vice President,
Chief Legal Counsel and Secretary
Date: August 11, 1998 By: /s/ Richard D. Kincaid
---------------------------------
Richard D. Kincaid
Executive Vice President,
Chief Financial Officer
29
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 84,464
<SECURITIES> 0
<RECEIVABLES> 84,258
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 488,665
<PP&E> 12,415,872
<DEPRECIATION> (198,125)
<TOTAL-ASSETS> 12,875,134
<CURRENT-LIABILITIES> 441,093
<BONDS> 4,939,449
0
500,000
<COMMON> 2,521
<OTHER-SE> 6,992,071
<TOTAL-LIABILITY-AND-EQUITY> 12,875,134
<SALES> 0
<TOTAL-REVENUES> 773,764
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 473,339
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 145,954
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 154,471
<DISCONTINUED> 0
<EXTRAORDINARY> (7,506)
<CHANGES> 0
<NET-INCOME> 146,965
<EPS-PRIMARY> 0.59
<EPS-DILUTED> 0.58
</TABLE>
