<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMISSION
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 MARCH 31, 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 (I.R.S. Employer
incorporation or Organization) 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 May 6, 1998, 252,107,658 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> MARCH 31,
1998 DECEMBER 31,
(Dollars in thousands, except per share data) (UNAUDITED) 1997
- -------------------------------------------------------------------- -------------- ------------
<S> <C> <C>
ASSETS:
Investment in real estate.......................................... $ 11,329,911 $ 11,041,014
Accumulated depreciation........................................... (129,235) (64,695)
------------- ------------
11,200,676 10,976,319
Cash and cash equivalents.......................................... 11,681 228,853
Tenant and other receivables (net of allowance for doubtful
accounts of $476 and $675, respectively).......................... 33,309 32,531
Deferred rent receivable........................................... 37,169 20,050
Escrow deposits and restricted cash................................ 29,923 25,772
Investment in unconsolidated joint ventures........................ 359,804 387,332
Deferred financing costs (net of accumulated amortization of
$3,726 and $1,855, respectively).................................. 48,676 5,090
Deferred leasing costs (net of accumulated amortization of
$2,580 and $1,473, respectively) ................................. 34,947 26,994
Prepaid expenses and other assets.................................. 47,809 48,731
------------- ------------
Total Assets.................................................. $ 11,803,994 $ 11,751,672
============= ============
LIABILITIES AND SHAREHOLDERS' EQUITY:
Mortgage debt (including a net premium of $1,431 and $1,157,
respectively)..................................................... $2,060,105 $2,063,017
Unsecured notes (including a net premium of $4,425 and $0,
respectively)..................................................... 1,684,425 180,000
Lines of credit ................................................... 243,000 2,041,300
Accounts payable and accrued expenses.............................. 190,890 260,401
Due to affiliates.................................................. 174 733
Dividend/distribution payable...................................... 92,057 1,191
Other liabilities.................................................. 93,073 45,055
------------- ------------
Total Liabilities............................................. 4,363,724 4,591,697
------------- ------------
Commitments and contingencies (Note 10)............................
Minority interests:
Operating Partnership........................................... 718,720 725,206
Partially owned properties...................................... 29,200 29,612
------------- ------------
Total Minority Interests...................................... 747,920 754,818
------------- ------------
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,
250,450,845 and 250,030,403 issued, 249,948,105 and 249,527,663
outstanding....................................................... 2,499 2,495
Additional paid in capital......................................... 6,220,213 6,219,511
Dividends in excess of accumulated earnings........................ (30,362) (16,849)
------------- ------------
Total Shareholders' Equity.................................... 6,692,350 6,405,157
------------- ------------
Total Liabilities and Shareholders' Equity.................... $ 11,803,994 $ 11,751,672
============= ============
</TABLE>
See accompanying notes.
2
<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
(Dollars in thousands, except per share data) MARCH 31, 1998 MARCH 31, 1997
- ---------------------------------------------------------------- -------------- --------------
<S> <C> <C>
Revenues:
Rental........................................................ $289,213 $116,418
Tenant reimbursements......................................... 52,989 19,187
Parking....................................................... 21,214 9,530
Other......................................................... 6,177 3,336
Fees from noncombined affiliates.............................. 1,157 1,200
Interest...................................................... 3,070 4,896
------------ -----------
Total revenues........................................... 373,820 154,567
------------ -----------
Expenses:
Interest:
Expense incurred............................................. 69,884 36,355
Amortization of deferred financing costs..................... 2,145 709
Depreciation.................................................. 64,540 25,005
Amortization.................................................. 1,107 2,367
Real estate taxes............................................. 50,034 16,611
Insurance..................................................... 2,243 1,457
Repairs and maintenance....................................... 41,977 19,440
Property operating............................................ 43,611 20,640
General and administrative.................................... 13,948 7,073
------------ -----------
Total expenses........................................... 289,489 129,657
------------ -----------
Income before allocation to minority interests,
income from investment in unconsolidated joint ventures,
gain on sale of real estate and extraordinary items........... 84,331 24,910
Minority interests:
Operating Partnership.......................................... (7,726) -
Partially owned properties..................................... (538) (529)
Income from investment in unconsolidated joint ventures......... 3,634 922
Gain on sale of real estate..................................... - 5,741
------------ -----------
Income before extraordinary items............................... 79,701 31,044
Extraordinary items............................................. (6,959) (275)
------------ -----------
Net income...................................................... 72,742 30,769
Preferred dividends............................................. (6,271) -
------------ -----------
Net income available for Common Shares.......................... $66,471 $30,769
============ ===========
Net income available per weighted average Common Share
outstanding - Basic............................................ $.27
============
Weighted average Common Shares outstanding - Basic.............. 249,766,440
============
Net income available per weighted average Common Share
outstanding - Diluted.......................................... $.27
============
Weighted average Common Shares outstanding - Diluted............ 280,327,761
============
</TABLE>
See accompanying notes.
3
<PAGE> 4
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 THREE FOR THE THREE
MONTHS ENDED MONTHS ENDED
(Dollars in thousands) MARCH 31, 1998 MARCH 31, 1997
- ---------------------------------------------------------------- -------------- --------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income before preferred dividends $72,742 $30,769
Adjustment to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization....................................... 67,792 28,081
Amortization of premiums/discounts on unsecured notes and
terminated interest rate protection agreements.................... 440 -
Compensation related to restricted shares issued to employees....... 474 -
(Income) from unconsolidated joint ventures......................... (3,634) (922)
(Gain) on sale of real estate....................................... - (5,741)
Extraordinary items................................................. 6,959 275
Provision for doubtful accounts..................................... (111) 12
Allocation to minority interests.................................... 8,264 529
Changes in assets and liabilities:
(Increase) decrease in rents receivable........................... (666) 603
(Increase) in deferred rent receivables........................... (17,119) (4,105)
(Increase) decrease in prepaid expenses and other assets.......... (2,624) 3,812
(Decrease) in accounts payable and accrued expenses............... (69,511) (15,216)
(Decrease) increase in due to affiliates.......................... (559) 1,551
Increase in other liabilities..................................... 48,318 1,439
----------- ------------
Net cash provided by operating activities...................... 110,765 41,087
----------- ------------
INVESTING ACTIVITIES:
Property acquisitions................................................. (260,850) (91,884)
Payments for capital and tenant improvements.......................... (28,048) (26,378)
Proceeds from sale of real estate..................................... - 13,298
Distributions from unconsolidated joint ventures...................... 31,162 1,103
Payments of lease acquisition costs................................... (9,060) (4,583)
(Increase) in escrow deposits and restricted cash..................... (4,151) (1,062)
----------- ------------
Net cash (used for) investing activities.............................. (270,947) (109,506)
----------- ------------
FINANCING ACTIVITIES:
Proceeds from exercise of options..................................... 4,868 -
Dividends/distributions to shareholders and unit holders.............. (392) -
Payment of preferred dividends........................................ (4,478) -
Net proceeds from sale of Preferred Shares............................ 290,250 -
Payment of offering costs............................................. (117) -
Capital contributions................................................. - 101,569
Capital distributions................................................. - (96,170)
(Distributions to) minority interest in partially owned properties... (950) (2,263)
Proceeds from mortgage debt........................................... - 132,446
Proceeds from unsecured notes......................................... 1,504,452 -
Proceeds from lines of credit......................................... 333,000 -
Principal payments on mortgage debt................................... (3,186) (28,364)
Principal payments on lines of credit................................. (2,131,300) (72,500)
Payments of loan costs................................................ (10,860) (390)
Termination of interest rate protection agreements.................... (38,277) -
Prepayment penalties on early extinguishments of debt................. - (208)
----------- ------------
Net cash (used for) provided by financing activities........... (56,990) 34,120
----------- ------------
Net (decrease) in cash and cash equivalents............... ............ (217,172) (34,299)
Cash and cash equivalents at the beginning of the period.. ............ 228,853 410,420
----------- ------------
Cash and cash equivalents at the end of the period........ ............ $11,681 $376,121
=========== ============
SUPPLEMENTAL INFORMATION:
Interest paid during the period, including capitalized
interest of $3,452 and $1,662, respectively............................ $64,777 $37,273
=========== ============
</TABLE>
See accompanying notes.
4
<PAGE> 5
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 March 31, 1998, the Company owned or had an interest in 260
office properties (the "Office Properties") containing approximately 66.6
million rentable square feet of office space and owned 17 stand-alone parking
facilities containing approximately 16,749 parking spaces (the "Parking
Facilities" and, together with the Office Properties, the "Properties"). The
Office Properties are located in 78 submarkets in 39 markets in 24 states and
the District of Columbia. The Office Properties, by rentable square feet, are
located approximately 51% in central business districts ("CBDs") and 49% 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 either through ownership or
by contract 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.
5
<PAGE> 6
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 months ended March 31, 1998, and the combined
financial statements of Equity Office Predecessors for the three months ended
March 31, 1997 and related footnote disclosures are unaudited. 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 three months ended March 31, 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 or working capital.
<TABLE>
<CAPTION>
Total
Date Rentable Acquisition Cost
Acquired Property Location Square Feet (in thousands)
- --------------------------------------------------- ------------ ------------------
<S> <C> <C> <C> <C>
1/29/98 BP 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
------------ ------------------
1,233,029 $ 260,850
============ ==================
</TABLE>
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 March 31, 1998
- ------------------------------------- ------------------------ ---------------------
<S> <C> <C>
EOP - Orange, L.L.C. and EOP -
Ramlessview Investors, L.L.C. (A) 500 Orange 100%
Civic Parking, L.L.C. (B) St. Louis Parking Garage 50%
Wright Runstad Asset Limited
Partnership (C) N/A 28.5%
Crystal Holdings, L.P. (D) Polk & Taylor 10%
One Post Office Square Associates (E) One Post Office 50%
BeaMetFed, Inc. (F) 75-101 Federal Street 52%
Rowes Wharf Associates (G) Rowes Wharf 50%
</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 10).
(D) The Company owns a 1% general partner interest and a 9% limited partner
interest. The Company has agreed to acquire the remaining 90% limited
partnership interest during 1998 (see Note 11).
(E) The Company is a 50% general partner in the joint venture.
6
<PAGE> 7
(F) The Company is a shareholder in the corporation (a private REIT) which
owns the property.
(G) 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.
These investments are accounted for utilizing the equity method of accounting.
Under this 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.
Combined summarized financial information of the unconsolidated joint
ventures is as follows:
<TABLE>
<CAPTION>
(Dollars in thousands) March 31, 1998 December 31, 1997
- ----------------------------------------------------------------- --------------- -----------------
<S> <C> <C>
BALANCE SHEETS
Real estate, net $ 521,994 $ 523,670
Other assets 76,627 73,450
------------ --------------
Total Assets $ 598,621 $ 597,120
============ ==============
Mortgage notes and loans payable $ 405,241 $ 344,427
Other liabilities 14,325 15,271
Partners' and shareholders' equity 179,055 237,422
------------ --------------
Total Liabilities and Partners' and Shareholders' Equity $ 598,621 $ 597,120
============ ==============
Company's share of equity $ 129,438 $ 155,522
Excess of cost of investments over the net book value
of underlying net assets, net of accumulated
depreciation of $1,444 and $99, respectively 230,366 231,810
------------ --------------
Carrying value of investments in unconsolidated joint
ventures $ 359,804 $ 387,332
============ ==============
<CAPTION>
For the three For the three
months ended months ended
(Dollars in thousands) March 31, 1998 March 31, 1997
- ----------------------------------------------------------------- --------------- -----------------
<S> <C> <C>
STATEMENTS OF OPERATIONS
Revenues $ 28,448 $ 1,247
Operating expenses 9,150 115
Interest expense 3,775 -
Depreciation and amortization 5,677 210
------------ --------------
Net income $ 9,846 $ 922
============ ==============
Company's share of net income $ 3,634 $ 922
============ ==============
Company's share of depreciation and amortization
(real estate related) $ 3,941 $ 210
============ ==============
</TABLE>
NOTE 5 - MORTGAGE DEBT
In February 1998, Civic Parking L.L.C. obtained financing of $60.0 million
collateralized by its four parking facilities. The Company has a 50% ownership
interest in Civic Parking, L.L.C. and, accordingly, received $30.0 million of
the financing proceeds. This loan has a 6.85% fixed interest rate and a six
year term.
7
<PAGE> 8
NOTE 6 - UNSECURED NOTES
In February 1998, the Company completed the private placement (the "$1.25
Billion Notes Offering") of $1.25 billion of unsecured notes (the "$1.25
Billion Notes"). The $1.25 Billion Notes consist of four tranches with
maturities of five to 20 years which were priced at an interest rate spread
over the corresponding Treasury rate. The $1.25 Billion Notes were issued at a
discount of approximately $2.0 million, which will be amortized over the terms
of the respective tranches as an adjustment to interest expense.
Additionally, in February 1998, the Company privately placed $250 million
of 6.376% MandatOry Par Put Remarketed Securities (the "$250 Million MOPPRS
Offering") due February 15, 2012, ("MOPPRS") which are subject to mandatory
tender on February 15, 2002. The MOPPRS are unsecured obligations of the
Company. The MOPPRS were issued at a premium of approximately $6.5 million,
which will be amortized over the terms of the MOPPRS as an adjustment to
interest expense.
The proceeds to the Company from the $1.25 Billion Notes Offering and the
$250 Million MOPPRS Offering, net of offering costs, were approximately $1.5
billion. The Company terminated $700 million of hedge agreements in connection
with the issuance of the $1.25 Billion Notes and the MOPPRS at a cost of
approximately $31.3 million which is being amortized as an adjustment to
interest expense. As of March 31, 1998, the weighted average interest rate of
the $1.25 Billion Notes and the MOPPRS, including the amortization of the
offering and transaction costs and the costs incurred in connection with the
termination of the hedge agreements, is approximately 6.95%. The net proceeds
of these offerings were used to paydown the Credit Facilities.
A summary of the terms of the $1.25 Billion Notes Offering and $250
Million MOPPRS Offering at March 31, 1998 are as follows:
<TABLE>
<CAPTION>
AMOUNT STATED EFFECTIVE
TRANCHE (IN THOUSANDS) RATE RATE (A)
- ---------------------- -------------- ------ --------
<S> <C> <C> <C>
4 Year MOPPRS due 2002 $250,000 6.38% 6.31%
5 Year Notes due 2003 300,000 6.38% 6.75%
7 Year Notes due 2005 400,000 6.63% 7.04%
10 Year Notes due 2008 300,000 6.75% 7.03%
20 Year Notes due 2018 250,000 7.25% 7.56%
-------------- ------ --------
Subtotal 1,500,000 6.66% 6.95%
====== ========
Net premium (net of
accumulated
amortization of $27) 4,425
--------------
Total $1,504,425
==============
</TABLE>
(A) Includes the cost of the terminated interest rate protection agreements
and offering and transaction costs.
On March 5, 1998 the Company filed a registration statement, which was
amended on May 1, 1998, relating to a registered 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.
NOTE 7 - SHAREHOLDERS' EQUITY
In February 1998, the Company completed the private placement (the "Series
B Preferred Shares Offering") of 6,000,000 of its 5.25% Series B Convertible
Cumulative Redeemable Preferred Shares, $50 liquidation preference per share
(the "Series B Preferred Shares"). This offering generated net proceeds of
approximately $290.3 million after offering costs of $9.7 million. The net
proceeds were used to pay down the Credit Facilities. The Series B Preferred
Shares are convertible at any time by the holder into Common Shares at a
conversion price of $35.70 per Common Share, equivalent to a conversion ratio of
1.40056 Common Shares for each Series B Preferred Share. The Series B Preferred
Shares are non-callable for five years with a mandatory
8
<PAGE> 9
call on February 15, 2008. Each Series B Preferred Share will receive an
annual distribution of $2.625 which will be paid quarterly.
In March 1998, the Company's Board of Trustees authorized a first quarter
distribution of $0.56125 per share for the 8.98% Series A Cumulative Redeemable
Preferred Shares. The distribution was paid on March 15, 1998 to shareholders
of record as of March 9, 1998.
In March 1998, the Company's Board of Trustees authorized a first quarter
distribution in the amount of $0.32 per Common Share/Unit. The distribution
was paid on April 10, 1998, to the common shareholders/unit holders of record
at the close of business on March 31, 1998.
On April 15, 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.
The following table presents the changes in the issued and outstanding
Common Shares and Units for the three months ended March 31, 1998:
<TABLE>
<CAPTION>
Common Shares Units
- -------------------------------------------------------- ------------- -----------
<S> <C> <C>
Balance at January 1, 1998 249,527,663 29,159,688
Common Shares issued through exercise of options 262,866 -
Conversion of Units into Common Shares 157,576 (157,576)
------------ -----------
Balance at March 31, 1998 249,948,105 29,002,112
============ ===========
</TABLE>
The Company's ownership interest in the Operating Partnership as of March
31, 1998 was approximately 89.6%.
In February 1998, the Company issued approximately 2,122,100 Options at an
exercise price of $29.50 per Common Share under the Employee Plan.
NOTE 8 - EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per Common Share:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) ENDED MARCH 31, 1998
- ------------------------------------------------------------------------------ ---------------------
<S> <C>
NUMERATOR:
Net income available to Common Shares before extraordinary items $73,430
Extraordinary items (6,959)
--------------------
Numerator for basic earnings per share-income available to Common Shares 66,471
Minority interest in Operating Partnership 7,726
--------------------
Numerator for diluted earnings per share - income available to Common Shares $74,197
====================
DENOMINATOR:
Denominator for basic earnings per share - weighted average Common Shares 249,766,440
--------------------
Effect of dilutive securities:
Conversion of Units to Common Shares 29,031,371
Share options 1,529,950
--------------------
Dilutive potential Common Shares 30,561,321
--------------------
Denominator for diluted earnings per share - adjusted weighted-average shares
and assumed conversions 280,327,761
====================
</TABLE>
9
<PAGE> 10
<TABLE>
<S> <C>
Basic Earnings Available to Common Shares per Weighted Average Common
Share:
Net income before extraordinary items $.29
Extraordinary items (.02)
--------------------
Net income per Common Share $.27
====================
Diluted Earnings Available to Common Shares Per Weighted Average Common
Share:
Net income before extraordinary items $.29
Extraordinary items (.02)
--------------------
Net income per Common Share $.27
====================
</TABLE>
Options to purchase 726,500 Common Shares at a weighted-average exercise
price of $32.93 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 March 31, 1998, were not included in
the computation of diluted earnings per share because they would have an
antidilutive effect.
NOTE 9 - EXTRAORDINARY ITEM
The Company incurred an extraordinary loss of approximately $7.0 million
in the three months ended March 31, 1998 due to fees charged related to the
termination of $300 million of interest rate protection agreements in
connection with the issuance of the Series B Preferred Shares.
NOTE 10 - 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. In addition, the Company has entered into certain interest
rate protection agreements and 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.
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 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 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.
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. Such 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.
10
<PAGE> 11
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 43
Properties located in California, 12 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 is
comprised of 589 parking spaces in Minneapolis' Central Business District, will
be approximately $19 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 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 March 31, 1998, no amounts have been funded pursuant
to this agreement.
NOTE 11 - SUBSEQUENT EVENTS
The following significant transactions relating to the Company occurred
during the period from April 1, 1998 to May 6, 1998:
1) On April 2, 1998, the Company acquired vacant land known as Westbrook
Corporate Center Vacant Land, located in Westchester, Illinois. The
property is adjacent to Westbrook Corporate Center. The purchase price was
approximately $3.9 million in cash.
2) On April 21, 1998, the Company purchased Denver Post Tower consisting of
approximately 580,000 total square feet located in Denver, Colorado, from
an unaffiliated party. The purchase price of approximately $53.1 million
consisted of approximately $53.0 million in cash and $100,000 in Units.
3) On April 29, 1998, the Company acquired 301 Howard Street and 215
Fremont Street located in San Francisco, CA, from an unaffiliated party
for approximately $90 million. 301 Howard Street consists of 23 stories
and approximately 306,000 square feet. The 215 Fremont Street building
consists of approximately 265,000 square feet. 215 Fremont Street is
currently vacant and will undergo a significant renovation and extensive
seismic retrofitting prior to re-tenanting.
11
<PAGE> 12
4) In April, 1998 the Company entered into an agreement to acquire the
Colonnade office complex in Dallas, Texas from an unaffiliated party, for
a purchase price of approximately $150 million. The acquisition will
include three buildings totaling 982,110 square feet. Phase I (289,743
square feet) and Phase II (317,367 square feet) will be acquired for
approximately $90 million. Phase III (375,000 square feet), which is
under construction, is scheduled for completion in August 1998. The
purchase price on the Phase III development 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 million. The
closing on all three phases is scheduled for September 1998. 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.
5) In April, 1998 the Company acquired four properties and entered into
agreements to acquire an additional nine properties totaling approximately
2.7 million square feet from an unaffiliated party for an aggregate
purchase price of approximately $394.0 million, consisting of nine office
properties located in metropolitan Denver, CO, and four in Albuquerque,
NM. This purchase also includes two future development sites in Denver.
The acquisition includes the following properties:
<TABLE>
<CAPTION>
Approximate
Property Location Square Feet Acquisition Date
- -------- --------------- ----------- ----------------
<S> <C> <C> <C>
Tabor Center (a) Denver, CO 674,278 April 30, 1998
410 17th Street Denver, CO 388,953 April 30, 1998
Trinity Place Denver, CO 189,163 April 30, 1998
Dominion Plaza Denver, CO 571,468 Pending
Metropoint Denver, CO 263,719 Pending
The Solarium Denver, CO 162,851 Pending
The Terrace Building Denver, CO 115,364 Pending
4949 South Syracuse Denver, CO 62,633 Pending
One Park Square (b) Albuquerque, NM 262,020 Pending
---------
Total 2,690,449
=========
</TABLE>
(a) This property consists of two buildings.
(b) This property consists of four buildings.
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.
6) In April 1998, the Company completed a private placement of 1,628,009
restricted common shares at $28.5625 per share for net proceeds of
approximately $44.1 million.
7) The Company has agreed to acquire the remaining 90% interest in the Polk &
Taylor property for approximately $158.0 million in cash from the Company's
joint venture partner. 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.
12
<PAGE> 13
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 March 31, 1998.
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 March 31, 1998 and December 31, 1997
and for the three month periods ended March 31, 1998 and 1997.
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 March 31, 1998, the Company owned or had an interest in 260 Office
Properties totaling approximately 66.6 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 two Office
Properties totaling approximately 1.2 million square feet were acquired during
the three months ended March 31, 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 three months ended March 31, 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
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.
13
<PAGE> 14
COMPARISON OF THREE MONTHS ENDED MARCH 31, 1998 TO THE THREE MONTHS ENDED
MARCH 31, 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 $369,593 $148,471 $221,122 148.9% $159,538 $144,938 $14,600 10.1%
Interest income 3,070 4,896 (1,826) (37.3) 288 490 (202) (41.2)
Fees from noncombined affiliates 1,157 1,200 (43) (3.6) - - - -
-------- -------- ---------- -------- --------- -------- --------- -------
Total revenues 373,820 154,567 219,253 141.8 159,826 145,428 14,398 9.9
-------- -------- ---------- -------- --------- -------- --------- -------
Interest expense 69,884 36,355 33,529 92.2 20,872 35,573 (14,701) (41.3)
Depreciation and amortization 67,792 28,081 39,711 141.4 27,703 26,928 775 2.9
Property operating expenses 137,865 58,148 79,717 137.1 58,354 56,752 1,602 2.8
General and administrative 13,948 7,073 6,875 97.2 N/A N/A N/A N/A
-------- -------- ---------- -------- --------- -------- --------- -------
Total expenses 289,489 129,657 159,832 123.3 106,929 119,253 (12,324) (10.3)
-------- -------- ---------- -------- --------- -------- --------- -------
Income before allocation to
minority interests, income from
investment in unconsolidated
joint ventures, gain on sale of
real estate and extraordinary
items 84,331 24,910 59,421 238.5 52,897 26,175 26,722 102.1
Minority interests (8,264) (529) (7,735) 1462.2 (506) (363) (143) 39.4
Income from unconsolidated
joint ventures 3,634 922 2,712 294.1 702 922 (220) (23.9)
Gain on sale of real estate and
extraordinary items (6,959) 5,466 (12,425) (227.3) - - - -
-------- --------- ---------- -------- --------- -------- -------- -------
Net income $72,742 $30,769 $41,973 136.4% $53,093 $26,734 $26,359 98.6%
======== ========= ========== ======== ========= ======== ======== =======
Property revenues less property
operating expenses before
depreciation, amortization and
general and administrative
expenses $231,728 $90,323 $141,405 156.6% $101,184 $88,186 $12,998 14.7%
======== ========= ========== ======== ========= ======== ======== =======
</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 94.7% as of March 31, 1998. This increase
represents approximately 755,700 square feet of additional occupancy in the
Core Portfolio between January 1, 1997 and March 31, 1998. Property Revenues
for the Total Portfolio include lease termination fees of approximately $2.9
million and $2.3 million for the three months ended March 31, 1998 and 1997,
respectively, and Property Revenues for the Core Portfolio include lease
termination fees of $0.9 million and $2.3 million for the three months ended
March 31, 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 March 31,
1998 and 1997 was approximately $17.1 million and $3.9 million, respectively.
The straight-line rent adjustment which is included in rental revenues for the
Core Portfolio for the three months ended March 31, 1998 and 1997 was
approximately $7.8 million and $3.9 million, respectively.
Interest Income: Interest income for the Total Portfolio decreased by
approximately $1.8 million to $3.1 million for the three months ended March
31, 1998, compared to $4.9 million for the three months ended March 31, 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 $33.5 million for
the Total Portfolio to $69.9 million for the three months ended March 31, 1998
compared to $36.4 million for the three months ended March 31, 1997. This
increase resulted from having more debt outstanding in the first quarter of
1998 than during the comparable period of 1997. The increase in total debt and
the related increase
14
<PAGE> 15
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 50% of total assets at March 31, 1997 to 33.8% of total
assets at March 31, 1998, and the Company's interest coverage ratio increased
from 2.5 times in 1997 to 3.2 times in 1998. In addition, the weighted average
interest rate on the Company's debt decreased from approximately 7.6% at March
31, 1997 to approximately 7.2% at March 31, 1998. The decrease in interest
expense in the Core Portfolio of approximately $14.7 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: The increase in real estate taxes and insurance,
repairs and maintenance, and property operating expenses ("Property Operating
Expenses") in the Core Portfolio relates primarily to increases in real estate
taxes due to higher property valuations.
General and Administrative Expenses: General and administrative expenses
increased by approximately $6.9 million to $13.9 million for the three months
ended March 31, 1998, compared to $7.1 million for the three months ended March
31, 1997. General and administrative expenses as a percentage of total
revenues was approximately 3.7% and 4.6% for the three months ended March 31,
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.
15
<PAGE> 16
PARKING OPERATIONS
The Total Portfolio and Core Portfolio selected operating information for the
three months ended March 31, 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 March 31, 1998 to the Three Months Ended
March 31, 1997.
<TABLE>
<CAPTION>
TOTAL PARKING PORTFOLIO CORE PARKING PORTFOLIO
---------------------------------------- --------------------------------------
INCREASE/ % INCREASE/ %
1998 1997 (DECREASE) CHANGE 1998 1997 (DECREASE) CHANGE
-------- -------- ---------- -------- --------- -------- ---------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Property Revenues $6,971 $4,650 $2,321 49.9% $5,215 $4,650 $565 12.2%
Interest income 33 65 (32) (49.2) 33 65 (32) (49.2)
-------- -------- ---------- -------- -------- -------- ---------- -------
Total revenues 7,004 4,715 2,289 48.5 5,248 4,715 533 11.3
-------- -------- ---------- -------- -------- -------- ---------- -------
Interest expense 1,368 1,259 109 8.7 1,368 1,259 109 8.7
Depreciation and amortization 1,402 815 587 72.0 1,092 815 277 34.0
Property Operating Expenses 1,997 1,182 815 69.0 1,521 1,182 339 28.7
-------- -------- ---------- -------- -------- -------- ---------- -------
Total expenses 4,767 3,256 1,511 46.4 3,981 3,256 725 22.3
-------- -------- ---------- -------- -------- -------- ---------- -------
Income before allocation to
minority interests and income
from investment in
unconsolidated joint ventures 2,237 1,459 778 53.3 1,267 1,459 (192) (13.2)
Minority interests (69) (60) (9) 15.0 (69) (60) (9) 15.0
Income from unconsolidated
joint ventures 681 -- 681 -- -- -- -- --
-------- -------- ---------- -------- -------- -------- ---------- -------
Net income $2,849 $1,399 $1,450 103.6% $1,198 $1,399 $(201) (14.4)%
======== ======== ========== ======== ======== ======== ========= ========
Property revenues less property
operating expenses before
depreciation, amortization and
general and administrative
expenses $4,974 $3,468 $1,506 43.4% $3,694 $3,468 $226 6.5%
======== ======== ========== ======== ======== ======== ========= ========
</TABLE>
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 its Credit Facilities. The Company also expects that its Credit
Facilities 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.
16
<PAGE> 17
DEBT FINANCING
The table below summarizes the mortgage debt, unsecured notes and Credit
Facility indebtedness outstanding at March 31, 1998 and December 31, 1997,
including a net premium on mortgage debt and unsecured notes (net of
accumulated amortization of approximately $2.4 million and $2.1 million) of
approximately $5.9 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, the $1.25 Billion Notes Offering and the
$250 million MOPPRS Offering.
<TABLE>
<CAPTION>
(Dollars in thousands) MARCH 31, 1998 DECEMBER 31, 1997
- ------------------------------------------------- -------------- -----------------
<S> <C> <C>
DEBT SUMMARY:
Balance
Fixed rate.................................... $3,721,009 $2,219,496
Variable rate................................. 266,521 2,064,821
-------------- ----------------
Total...................................... $3,987,530 $4,284,317
============== ================
Percent of total debt:
Fixed rate.................................... 93.3% 51.8%
Variable rate................................. 6.7% 48.2%
-------------- ----------------
Total...................................... 100.0% 100.0%
============== ================
Weighted average interest
rate at end of period:
Fixed rate.................................... 7.3% 7.5%
Variable rate................................. 6.5% 6.9%
-------------- ----------------
Weighted average........................... 7.2% 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 March 31, 1998 was approximately
5.7%; therefore, the weighted average spread of the Company's interest rate
over LIBOR at March 31, 1998 was approximately 0.8%.
MORTGAGE FINANCING
As of March 31, 1998, the Company's total mortgage debt (excluding the
Company's share of unconsolidated debt of approximately $121.9 million)
consisted of approximately $2.0 billion of fixed rate debt with a weighted
average interest rate of approximately 7.5% and $23.5 million of variable rate
debt bearing interest at the 30-day LIBOR plus 1%. The Company's mortgage debt
at March 31, 1998 will mature as follows:
<TABLE>
<CAPTION>
DOLLARS IN THOUSANDS
- --------------------
<S> <C>
1998.................................. $ 80,431
1999.................................. 52,908
2000.................................. 151,236
2001.................................. 432,997
2002.................................. 69,583
Thereafter............................ 1,271,519
----------
Subtotal.......................... 2,058,674
Net premium (net of accumulated
amortization of $2.4 million)....... 1,431
----------
Total............................. $2,060,105
==========
</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, prohibition on liens and obtaining lender consent to leases with
material tenants.
17
<PAGE> 18
CREDIT FACILITIES
Lines of Credit. The $600 Million Credit Facility matures on July 15, 2000
and bears interest at LIBOR plus 60 basis points and has a facility fee equal
to .20% per annum. The spread over LIBOR is subject to change based on the
Company's investment grade rating. 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 $250 million of the facility. During the
three months ended March 31, 1998, the Company repaid $648.9 million of the $600
Million Credit Facility with available cash and the proceeds of the $1.25
Billion Notes Offering, the $250 Million MOPPRS Offering and the $300 Million
Series B Preferred Shares Offering. As of March 31, 1998 the balance of the
$600 Million Credit Facility was approximately $243.0 million. Subsequent to
March 31, 1998, an additional $257.0 million has been drawn on the $600 Million
Credit Facility for property acquisitions.
Term Loan Facility. The $1.5 Billion Credit Facility is available for the
acquisition of properties and general corporate purposes and carries an
interest rate equal to LIBOR plus 80 basis points. The spread over LIBOR is
subject to change based on the Company's investment grade rating. The $1.5
Billion Credit Facility matures on July 1, 1998, and may be extended to October
1, 1998. An unused commitment fee is payable quarterly in arrears based upon
the unused amount of the $1.5 Billion Credit Facility as follows: .15% per
annum if the unused amount is between 0% to 33%; .20% per annum if the unused
amount is more than 33% but less than 66%; .25% per annum if the unused amount
is greater than 66%. Under the terms of the $1.5 Billion Credit Facility any
amounts repaid cannot be re-drawn. In February 1998, the entire $1.044 billion
outstanding was repaid with proceeds received from the issuance of the $300
Million Series B Preferred Shares Offering, $1.25 Billion Notes Offering and
$250 Million MOPPRS Offering. As of March 31, 1998, no amounts were
outstanding and the amount available to draw under the $1.5 Billion Credit
Facility was approximately $305.6 million. Subsequent to March 31, 1998, an
additional $57 million was drawn on the $1.5 Billion Credit Facility.
Beacon Lines. The Company assumed $533 million in unsecured debt in
connection with the Beacon Merger relating to the outstanding balance of the
Beacon lines of credit at the time of the closing of the Beacon Merger. The
Company repaid $95 million of the Beacon lines prior to December 31, 1997 and
repaid the remaining balance of the lines in February 1998 with the proceeds of
the $1.25 Billion Notes Offering, $250 Million MOPPRS Offering and the $300
Million Series B Preferred Shares Offering. The lines were terminated upon
repayment in February 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 20 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.
The table below summarizes the Company's unsecured notes as of March 31,
1998:
<TABLE>
<CAPTION>
AMOUNT STATED EFFECTIVE
TRANCHE (IN THOUSANDS) RATE RATE (A)
- ----------------------- -------------- ----- -------
<C> <C> <C> <C>
4 Year MOPPRS due 2002 $250,000 6.38% 6.31%
5 Year Notes due 2003 300,000 6.38% 6.75%
7 Year Notes due 2004 30,000 7.24% 7.24%
7 Year Notes due 2005 400,000 6.63% 7.04%
8 Year Notes due 2005 50,000 7.36% 7.67%
9 Year Notes due 2006 50,000 7.44% 7.73%
10 Year Notes due 2007 50,000 7.42% 7.69%
10 Year Notes due 2008 300,000 6.75% 7.03%
20 Year Notes due 2018 250,000 7.25% 7.56%
-------------- ----- -------
Subtotal 1,680,000 6.74% 7.02%
===== =======
Net premium (net of
accumulated
amortization of $27) 4,425
----------
Total $1,684,425
==========
</TABLE>
(A) Includes the cost of the terminated interest rate protection agreements
and offering and transaction costs.
18
<PAGE> 19
On March 5, 1998, the Company filed a registration statement, which was
subsequently amended on May 1, 1998, relating to a registered offer to exchange
the unsecured notes issued in the $180 Million Notes Offering, the $1.25
Billion Notes Offering and the $250 Million MOPPRS Offering for registered
securities of the Company with terms identical in all material respects to the
terms of the existing notes.
Interest Rate Protection Agreements. In order to limit the market risk
associated with variable rate debt, the Company entered into several interest
rate protection agreements in 1997 of which approximately $1.0 billion were
outstanding at December 31, 1997. In February 1998, the Company terminated
$700 million of interest rate protection agreements at a cost of approximately
$31.3 million in connection with the $1.25 Billion Notes Offering and the $250
Million MOPPRS Offering. The cost of the interest rate protection agreements
will be amortized to interest expense over the respective terms of each
tranche. In addition, the Company terminated the remaining $300 million of
interest rate protection agreements in connection with the Series B Preferred
Shares at a cost of approximately $7.0 million which is reflected as an
extraordinary loss in the statement of operations for the three months ended
March 31, 1998.
Restrictions and Covenants. Agreements or instruments relating to the $600
Million Credit Facility, $180 Million Notes Offering, the $1.5 Billion Credit
Facility, the $1.25 Billion Notes Offering and the $250 Million MOPPRS Offering
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 December 31, 1997:
* In February 1998, the Company completed the Series B Preferred Shares
Offering. The Series B Preferred Shares are convertible at any time at
the option of the holder to Common Shares at a conversion price of $35.70
per Common Share (equivalent to a conversion ratio of 1.40056 Common
Shares for each Series B Preferred Share). The Series B Preferred Shares
are non-callable for five years with a mandatory call in year 2008.
Proceeds from the Series B Preferred Share Offering were used to pay down
amounts outstanding under the Credit Facilities.
* During the three months ended March 31, 1998 there were 262,866 share
options exercised and 157,576 Units converted to Common Shares.
* In April 1998, the Company completed a private placement of 1,628,009
restricted common shares at $28.5625 per share for net proceeds of
approximately $44.1 million which were used to paydown the Credit
Facilities.
CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO MARCH 31, 1997
Cash and cash equivalents decreased by approximately $217.2 million, to
approximately $11.7 million at March 31, 1998, compared to $228.9 million at
December 31, 1997. This decrease was the result of approximately $270.9
million invested in new acquisitions, capital and tenant improvements, and
payment of leasing commissions, increase in escrow deposits and restricted
cash, offset by distributions from investments in unconsolidated joint
ventures, $57.0 million used by financing activities, reduced by approximately
$110.8 million of cash generated by operations. Net cash provided by operating
activities increased by approximately $69.7 million to approximately $110.8
million from $41.1 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 $161.4 million from $109.5 million to
$270.9 million mainly due to an increase in the amount of real estate assets
purchased during the three months ended March 31, 1998 compared to the three
months ended March 31, 1997 reduced by an increase in distributions received
from investments in unconsolidated subsidiaries. Net cash used for financing
activities increased by approximately $91.1 million from $34.1 million provided
by financing activities in the three months ended March 31, 1997 to $57.0
million used for financing activities in the three months ended March 31, 1998
due primarily to a net increase in principal payments on the lines of credit
offset by proceeds from unsecured notes and the Series B Preferred Shares
Offering.
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
19
<PAGE> 20
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 three months ended March 31, 1998 were
approximately $10.6 million or $.16 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 three months ended March 31, 1998. The
capital expenditures set forth below are not necessarily indicative of future
capital expenditures.
<TABLE>
<CAPTION>
FOR THE THREE
MONTHS ENDED
MARCH 31, 1998
---------------
<S> <C>
Number of Office Properties 260
Rentable Square Feet (in millions) 66.6
Capital Expenditures per square foot $.02
</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 three months ended March 31, 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 THREE
MONTHS ENDED
MARCH 31, 1998
---------------
<S> <C>
Number of Office Properties 260
Rentable square feet (in millions) 66.6
Revenue enhancing tenant improvements and leasing
commissions:
Amounts (in thousands) $5,704
Per square foot improved 12.59 (1)
Per total square foot .34 (2)
Non-revenue enhancing tenant improvements and leasing
commissions:
Renewal space
Amounts (in thousands) $4,955
Per square foot improved 5.60 (1)
Per total square foot .29 (2)
Retenanted space
Amounts (in thousands) $5,050
Per square foot improved 16.94 (1)
Per total square foot .30 (2)
---------------
Total non-revenue enhancing (in thousands) $10,005
Per square foot improved 8.45 (1)
Per total square foot .59 (2)
</TABLE>
(1) The per square foot calculations as of March 31, 1998 are calculated
taking the total dollars anticipated to be expended on tenant improvements
for tenants taking occupancy during the three months ended March 31, 1998,
divided by the total square footage being improved or total building
square footage. The actual amounts expended as of March 31, 1998 for
revenue enhancing, non-revenue enhancing renewal and released space were
$7.7 million, $2.3 million and $8.1 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 March
31, 1998 for revenue enhancing and non-revenue enhancing renewal and
released space were $.08, $.07 and $.07, respectively.
20
<PAGE> 21
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. One of these properties (Crosby Corporate Center II,
consisting of 256,000 square feet) was already in the construction phase at the
time of the Beacon Merger and the Company expects that the development will be
completed in 1998. The Company also announced its intention to develop John
Marshall III into a 180,000 square foot office building which has been 100%
pre-leased to a single tenant. In addition, the Company has taken steps
necessary to continue the development process on the remainder of the
development properties acquired as part of the Beacon Merger, while it
evaluates its alternatives with respect to the ultimate completion of these
projects.
The Company has also entered into a contract to purchase the Rand Tower
Garage in Minneapolis, Minnesota upon completion, which is anticipated to be in
January 1999. The purchase price for this 589 space parking facility will be
approximately $19 million. In addition, the Company has entered into an
agreement to purchase Prominence in Buckhead, an office building under
development in the Buckhead sub-market of Atlanta, Georgia. The property,
which will consist of a 430,000 square foot office building and 1,350 parking
spaces, and will be acquired upon its completion (scheduled for mid-1999). The
purchase 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. These 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
land parcels suitable 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.
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.
21
<PAGE> 22
The following table reflects the calculation of the Company's and Equity
Office Predecessors' Funds from Operations for the three month periods ended
March 31, 1998 and 1997 on a historical basis:
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
(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: $84,331 $24,910
Add back (deduct):
(Income) allocated to minority interests
for partially owned properties (538) (529)
Income from investment in unconsolidated
joint ventures 3,634 922
Depreciation and amortization (real estate
related) 69,406 27,452
Net amortization of net premium on mortgage debt 274 -
Preferred dividends (6,271) -
------------ ----------
Funds from Operations before effect of adjusting
straight-line rental revenue and expense included
in Funds from Operations to a cash basis (1) 150,836 52,755
------------ ----------
Deferred rental revenue (17,119) (3,899)
Deferred rental expense 555 549
------------ ----------
Funds from Operations excluding straight-line
rental revenue and expense adjustments $134,272 $49,405
============ ==========
Operating Partnership Funds from Operations $150,836 $52,755
Company's share of Operating Partnership 89.6% n/a
------------ ----------
Company's share of Funds from Operations $135,130 $52,755
============ ==========
Cash Flow Provided By (Used For):
Operating Activities $110,765 $41,087
Investing Activities $ (270,947) $ (109,506)
Financing Activities $ (56,990) $34,120
Ratio of earnings to combined fixed charges and
preferred share distributions 1.94 1.90
</TABLE>
1) The White Paper on Funds from Operations approved by the Board of
Governors of 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.
22
<PAGE> 23
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
(27) Financial Data Schedule
(b) Reports on Form 8-K:
(none)
23
<PAGE> 24
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EQUITY OFFICE PROPERTIES TRUST
<TABLE>
<S> <C>
Date: May 13, 1998 By: /s/ Stanley M. Stevens
------------------- -------------------------------------------------
Stanley M. Stevens
Executive Vice President, Chief Legal Counsel and
Secretary
Date: May 13, 1998 By: /s/ Richard D. Kincaid
------------------- -------------------------------------------------
Richard D. Kincaid
Executive Vice President, Chief Financial Officer
</TABLE>
24
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 41,604
<SECURITIES> 0
<RECEIVABLES> 70,478
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 491,236
<PP&E> 11,329,911
<DEPRECIATION> 129,235
<TOTAL-ASSETS> 11,803,994
<CURRENT-LIABILITIES> 376,194
<BONDS> 3,987,530
0
0
<COMMON> 0
<OTHER-SE> 7,440,270
<TOTAL-LIABILITY-AND-EQUITY> 11,803,994
<SALES> 0
<TOTAL-REVENUES> 377,454
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 234,140
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 69,884
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 6,959
<CHANGES> 0
<NET-INCOME> 66,471
<EPS-PRIMARY> .27
<EPS-DILUTED> .27
</TABLE>
