<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 SEPTEMBER 30, 1999 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)
<TABLE>
<S> <C>
MARYLAND 36-4151656
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
TWO NORTH RIVERSIDE PLAZA 60606
SUITE 2200, CHICAGO, ILLINOIS (Zip Code)
(Address of principal executive offices)
</TABLE>
(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 November 2, 1999, 252,170,378 of the registrant's Common Shares were
outstanding.
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- --------------------------------------------------------------------------------
<PAGE> 2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
EQUITY OFFICE PROPERTIES TRUST
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
(Dollars in thousands, except per share data) -------------- ------------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS:
Investment in real estate................................. $13,739,968 $13,349,627
Developments in process................................... 196,072 268,373
Land available for development............................ 125,926 65,819
Accumulated depreciation.................................. (599,993) (352,259)
----------- -----------
Investment in real estate, net of accumulated
depreciation.......................................... 13,461,973 13,331,560
Cash and cash equivalents................................. 19,749 67,080
Tenant and other receivables (net of allowance for
doubtful accounts of $797 and $1,013, respectively)..... 39,283 36,193
Deferred rent receivable.................................. 135,455 87,115
Escrow deposits and restricted cash....................... 40,356 159,576
Investment in unconsolidated joint ventures............... 404,525 378,534
Deferred financing costs (net of accumulated amortization
of $12,637 and $6,242, respectively).................... 57,724 53,181
Deferred leasing costs (net of accumulated amortization of
$19,238 and $9,714, respectively)....................... 86,418 65,090
Prepaid expenses and other assets (net of discount on note
receivable of $62,393 and $0, respectively)............. 157,559 82,962
----------- -----------
Total Assets....................................... $14,403,042 $14,261,291
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Mortgage debt (including a net premium of $10,751 and
$13,517, respectively).................................. $ 1,836,923 $ 2,350,088
Unsecured notes (including a net premium of $0 and $4,317,
respectively)........................................... 3,655,000 2,459,317
Lines of credit........................................... 616,900 1,216,000
Accounts payable and accrued expenses..................... 330,383 347,970
Due to affiliates......................................... 839 1,136
Dividend/distribution payable............................. 124,478 5,080
Other liabilities......................................... 97,788 93,022
----------- -----------
Total Liabilities.................................. 6,662,311 6,472,613
----------- -----------
Commitments and contingencies
Minority Interests:
Operating Partnership................................... 895,841 709,355
Partially owned properties.............................. 39,343 28,360
----------- -----------
Total Minority Interests........................... 935,184 737,715
----------- -----------
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............... 300,000 300,000
8.625% Series C Cumulative Redeemable Preferred Shares,
liquidation preference $25.00 per share, 4,600,000
issued and outstanding................................ 115,000 115,000
Common Shares, $0.01 par value; 750,000,000 shares
authorized, 252,138,414 and 259,901,657 issued and
outstanding, respectively............................... 2,521 2,599
Additional paid in capital................................ 6,288,014 6,483,569
Dividends in excess of accumulated earnings............... (99,988) (50,205)
----------- -----------
Total Shareholders' Equity......................... 6,805,547 7,050,963
----------- -----------
Total Liabilities and Shareholders' Equity......... $14,403,042 $14,261,291
=========== ===========
</TABLE>
See accompanying notes.
2
<PAGE> 3
EQUITY OFFICE PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
SEPTEMBER 30,
----------------------------
1999 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) -------------- ------------ ------------
<S> <C> <C>
REVENUES:
Rental.................................................... $ 374,428 $ 339,169
Tenant reimbursements..................................... 73,326 61,729
Parking................................................... 28,942 24,659
Other..................................................... 9,865 4,246
Fee income................................................ 1,580 5,102
Interest/dividends........................................ 3,216 2,028
------------ ------------
Total revenues.................................... 491,357 436,933
------------ ------------
EXPENSES:
Interest:
Expense incurred....................................... 103,035 91,240
Amortization of deferred financing costs............... 1,540 1,073
Depreciation.............................................. 84,160 74,557
Amortization.............................................. 3,705 2,200
Real estate taxes......................................... 63,288 51,197
Insurance................................................. 2,461 1,832
Repairs and maintenance................................... 51,775 48,033
Property operating........................................ 54,548 52,115
Ground rent............................................... 1,728 1,813
General and administrative................................ 18,964 16,697
------------ ------------
Total expenses.................................... 385,204 340,757
------------ ------------
Income before allocation to minority interests, income from
investment in unconsolidated joint ventures and
extraordinary items....................................... 106,153 96,176
Minority Interests:
Operating Partnership..................................... (11,281) (9,310)
Partially owned properties................................ (500) (572)
Income from investment in unconsolidated joint ventures..... 3,031 3,129
------------ ------------
Income before extraordinary items........................... 97,403 89,423
Extraordinary items......................................... (230) --
------------ ------------
Net income.................................................. 97,173 89,423
Put option settlement....................................... (4,627) --
Preferred distributions..................................... (10,907) (8,427)
------------ ------------
Net income available for Common Shares...................... $ 81,639 $ 80,996
============ ============
Net income available per weighted average Common Share
outstanding -- Basic...................................... $ .32 $ .32
============ ============
Weighted average Common Shares outstanding -- Basic......... 253,625,036 252,241,995
============ ============
Net income available per weighted average Common Share
outstanding -- Diluted.................................... $ .32 $ .32
============ ============
Weighted average Common Shares outstanding -- Diluted....... 291,592,245 281,929,910
============ ============
</TABLE>
See accompanying notes.
3
<PAGE> 4
EQUITY OFFICE PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
SEPTEMBER 30,
---------------------------
1999 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) -------------- ------------ ------------
<S> <C> <C>
REVENUES:
Rental.................................................... $ 1,115,738 $ 937,070
Tenant reimbursements..................................... 210,953 170,472
Parking................................................... 85,064 69,266
Other..................................................... 22,225 17,886
Fee income................................................ 5,487 7,766
Interest/dividends........................................ 8,303 8,237
------------ ------------
Total revenues.................................... 1,447,770 1,210,697
------------ ------------
EXPENSES:
Interest:
Expense incurred....................................... 310,435 237,194
Amortization of deferred financing costs............... 3,712 5,149
Depreciation.............................................. 250,698 207,987
Amortization.............................................. 9,723 4,947
Real estate taxes......................................... 187,326 148,769
Insurance................................................. 7,142 5,703
Repairs and maintenance................................... 153,622 134,710
Property operating........................................ 151,089 137,330
Ground rent............................................... 5,122 5,385
General and administrative................................ 57,928 45,137
------------ ------------
Total expenses.................................... 1,136,797 932,311
------------ ------------
Income before allocation to minority interests, income from
investment in unconsolidated joint ventures, net gain on
sales of real estate and extraordinary items.............. 310,973 278,386
Minority Interests:
Operating Partnership..................................... (30,082) (26,336)
Partially owned properties................................ (1,398) (1,608)
Income from investment in unconsolidated joint ventures..... 8,081 8,155
Net gain on sales of real estate............................ 8,085 --
------------ ------------
Income before extraordinary items........................... 295,659 258,597
Extraordinary items......................................... (10,548) (7,506)
------------ ------------
Net income.................................................. 285,111 251,091
Put option settlement....................................... (4,627) --
Preferred distributions..................................... (32,695) (23,130)
------------ ------------
Net income available for Common Shares...................... $ 247,789 $ 227,961
============ ============
Net income available per weighted average Common Share
outstanding -- Basic...................................... $ .96 $ .91
============ ============
Weighted average Common Shares outstanding -- Basic......... 257,348,805 251,071,623
============ ============
Net income available per weighted average Common Share
outstanding -- Diluted.................................... $ .95 $ .90
============ ============
Weighted average Common Shares outstanding -- Diluted....... 291,321,396 281,207,972
============ ============
</TABLE>
See accompanying notes.
4
<PAGE> 5
EQUITY OFFICE PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
SEPTEMBER 30,
-------------------------
1999 1998
(DOLLARS IN THOUSANDS) ------------------------------------- ---------- ------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income before put option settlement and preferred
distributions.......................................... $ 285,111 $ 251,091
Adjustments to reconcile net income before put option
settlement and preferred distributions to net cash
provided by operating activities:
Depreciation and amortization.......................... 264,133 218,083
Amortization of premiums/discounts on unsecured notes
and terminated interest rate protection agreements.... 2,757 2,083
Compensation related to restricted shares issued to
employees............................................. 3,727 2,167
Income from unconsolidated joint ventures.............. (8,081) (8,155)
Gain on sales of real estate........................... (8,085) --
Extraordinary items.................................... 10,548 7,506
Provision for doubtful accounts........................ 679 185
Allocation to minority interests....................... 31,480 27,944
Changes in assets and liabilities:
(Increase) in rents receivable....................... (3,769) (10,472)
(Increase) in deferred rent receivables.............. (48,340) (50,288)
Decrease in prepaid expenses and other assets........ 1,212 5,961
(Decrease) increase in accounts payable and accrued
expenses............................................ (16,806) 9,581
(Decrease) increase in due to affiliates............. (297) 219
Increase in other liabilities........................ 4,204 50,235
--------- -----------
Net cash provided by operating activities......... 518,473 506,140
--------- -----------
INVESTING ACTIVITIES:
Property acquisitions..................................... (119,676) (1,730,507)
Payments for capital and tenant improvements.............. (155,857) (116,122)
Payments of disposition costs for sales of real estate.... (1,349) --
Distributions from unconsolidated joint ventures.......... 11,471 39,421
Investments in unconsolidated joint ventures.............. (29,381) (30,448)
Payments of lease acquisition costs....................... (30,852) (29,210)
Investment in common and preferred shares of ARC.......... (2,000) --
Contributions from minority interest partner in partially
owned properties....................................... 11,000 --
Investment in note receivable............................. (73,860) --
Investment in preferred securities of Capital Trust....... -- (48,500)
Decrease (increase) in escrow deposits and restricted
cash................................................... 22,749 (11,003)
--------- -----------
Net cash (used for) investing activities.......... (367,755) (1,926,369)
--------- -----------
</TABLE>
5
<PAGE> 6
EQUITY OFFICE PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS -- (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
SEPTEMBER 30,
-------------------------
1999 1998
(DOLLARS IN THOUSANDS) ------------------------------------- ----------- -----------
<S> <C> <C>
Proceeds from Common Shares, net of offering costs........ -- 43,985
Proceeds from exercise of share options................... 2,051 15,024
Conversion of Units....................................... -- (33)
Dividends/distributions to shareholders and unitholders... (215,161) (179,737)
Put option settlement..................................... (11,338) --
Payment of preferred distributions........................ (32,914) (21,124)
Proceeds from sale of preferred shares, net of offering
costs.................................................. -- 289,329
Payment of offering costs................................. (575) (117)
Distributions to minority interest in partially owned
properties............................................. (1,236) (1,098)
Proceeds from mortgage debt............................... 3,374 9,029
Proceeds from unsecured notes............................. 1,195,587 2,279,572
Proceeds from lines of credit............................. 1,291,600 3,915,500
Principal payments on mortgage debt....................... (513,773) (23,567)
Principal payments on lines of credit..................... (1,890,700) (4,934,885)
Payments of loan costs.................................... (11,398) (21,869)
Termination of interest rate protection agreements........ -- (38,277)
Prepayment penalties on early extinguishment of debt...... (13,566) --
----------- -----------
Net cash (used for) provided by financing
activities...................................... (198,049) 1,331,732
----------- -----------
Net (decrease) in cash and cash equivalents............... (47,331) (88,497)
Cash and cash equivalents at the beginning of the
period................................................. 67,080 228,853
----------- -----------
Cash and cash equivalents at the end of the period........ $ 19,749 $ 140,356
=========== ===========
SUPPLEMENTAL INFORMATION:
Interest paid during the period, including capitalized
interest of $12,642 and $10,357, respectively.......... $ 219,374 $ 215,205
=========== ===========
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Escrow deposits used for property acquisitions............ $ (192,427) $ --
=========== ===========
Escrow deposits provided by property dispositions......... $ 95,956 $ --
=========== ===========
Units issued through property acquisition................. $ -- $ 4,698
=========== ===========
Mortgage loans assumed/promissory notes issued through
property acquisition................................... $ -- $ 141,506
=========== ===========
</TABLE>
See accompanying notes.
6
<PAGE> 7
EQUITY OFFICE PROPERTIES TRUST
NOTES TO CONSOLIDATED 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 for the year ended December
31, 1998 (the "Form 10-K").
The consolidated financial statements of the Company 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, 1998 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 AND FORMATION OF THE COMPANY
As used herein, "Company" means Equity Office Properties Trust, a Maryland
real estate investment trust, together with its subsidiaries including the
Operating Partnership and 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 Company
completed its IPO on July 11, 1997. The Company is a fully integrated and
self-managed real estate company engaged in acquiring, owning, managing, leasing
and renovating office properties and parking facilities. The Company elected to
be taxed as a REIT for federal income tax purposes and generally will not be
subject to federal income tax if it distributes 100% of its taxable income and
complies with a number of organizational and operational requirements.
As of September 30, 1999, the Company owned or had an interest in 285
office properties (the "Office Properties") containing approximately 76.2
million rentable square feet of office space and 20 stand-alone parking
facilities (the "Parking Facilities" and, together with the Office Properties,
the "Properties") containing approximately 20,506 parking spaces. The weighted
average occupancy of the Office Properties at September 30, 1999 was
approximately 93.7%. The Office Properties are located in 80 submarkets in 35
markets in 23 states and the District of Columbia. The Office Properties, by
rentable square feet, are located approximately 52% in CBDs and 48% in suburban
markets.
NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company's assets, which include investments in joint ventures, are
primarily owned by, and its operations are substantially conducted through, the
Operating Partnership. The Company is the managing general partner of the
Operating Partnership. Due to the Company's ability as managing general partner
to control the Operating Partnership and various other property holding
subsidiaries, each such entity has been consolidated with the Company for
financial reporting purposes.
Use of Estimates
The preparation of the consolidated financial statements of the Company 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 nine months ended September 30, 1999 and 1998 and related footnote
disclosures are unaudited. In the opinion of management,
7
<PAGE> 8
EQUITY OFFICE PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
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 1998
statements in order to provide comparability with the 1999 statements reported
herein. These reclassifications have not changed the 1998 results or
shareholders' equity.
NOTE 3 -- INVESTMENT IN REAL ESTATE
During the nine months ended September 30, 1999, the Company acquired the
Properties listed below. Each Property was purchased from an unaffiliated party
and was funded from working capital and credit facilities.
<TABLE>
<CAPTION>
DATE RENTABLE TOTAL
ACQUIRED PROPERTY LOCATION SQUARE FEET ACQUISITION COST(1)
- -------- -------- -------- ----------- ----------------------
(Dollars in thousands)
<S> <C> <C> <C> <C>
1/7/99 Texas Commerce Tower Irving, TX 369,134 $ 55,254
1/7/99 Computer Associates Tower Irving, TX 360,815 51,294
1/28/99 City Center Bellevue Bellevue, WA 472,587 115,915(2)
4/30/99 517 Marquette Garage Minneapolis, MN -- 19,284
7/13/99 Prominence in Buckhead Atlanta, GA 424,635 71,793(3)
--------- --------
Total 1,627,171 $313,540
========= ========
</TABLE>
- ---------------
(1) Total acquisition cost includes the purchase price specified in the purchase
contract, closing costs, acquisition costs and accounting adjustments
recorded in accordance with GAAP.
(2) The total acquisition cost includes a vacant land parcel valued at $12.4
million.
(3) The total acquisition cost includes a vacant land parcel valued at $7.8
million.
NOTE 4 -- DISPOSITIONS
During the nine months ended September 30, 1999, the Company disposed of
the following office properties to unaffiliated parties.
<TABLE>
<CAPTION>
RENTABLE GAIN/(LOSS)
DATE SOLD PROPERTY LOCATION SQUARE FEET SALES PRICE ON SALE
- --------- -------- -------- ----------- ----------- -----------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
5/21/99.. Atrium Towers Oklahoma City, OK 155,865 $ 8,600 $ 549
5/21/99.. 5100 Brookline Oklahoma City, OK 105,459 4,400 (738)
6/30/99.. 215 Fremont Street San Francisco, CA 265,000 33,500 6,214
6/30/99.. One Columbus Columbus, OH 407,472 51,500 2,060
------- ------- ------
Total............ 933,796 $98,000 $8,085
======= ======= ======
</TABLE>
NOTE 5 -- INVESTMENT IN NOTE RECEIVABLE
On September 2, 1999, the Company acquired a mezzanine level debt position
as part of a debt restructuring related to the Sun America Center office
property. The property is owned by an unaffiliated party and is located in
Century City, California. The Company invested approximately $73.9 million for a
67% share
8
<PAGE> 9
EQUITY OFFICE PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
of a $202.2 million Tranche B note. The Company's share of the Tranche B note is
approximately $136.0 million. The discount to the face amount of the note
approximately $62.4 million will be amortized to interest income based on the
estimated yield of the investment. The Company will also provide property
management and leasing services for the property.
The Tranche B Note accrues interest at 7.25% per annum compounded quarterly
and matures on August 31, 2014. Interest is payable on the Tranche B Note from
available cash flow from the property as defined in the Noteholder Agreement. In
addition, the Company previously had entered into two forward rate interest
protection agreements effectively hedging the investment. These agreements were
terminated prior to the Company's investment in the Tranche B Note for proceeds
to the Company of approximately $1.1 million. The proceeds will be amortized to
interest income over the term of the Tranche B Note.
In addition, the Company has the option to acquire 67% of the aggregate
face amount of the Tranche D Note and the Tranche E Note debt position from the
current holder, an affiliate of the property owner. The current aggregate face
amount of the Tranche D Note and Tranche E Note is $15.0 million.
NOTE 6 -- INVESTMENT IN SECURITIES
In August 1999, the Company invested approximately $2.0 million in common
and preferred shares of Allied Riser Communications Corporation ("ARC"). This
investment was accounted for as an investment in securities at cost and is
included in other assets in the Company's consolidated balance sheet. A private
investment entity controlled by Mr. Samuel Zell previously made a substantial
investment in ARC. ARC is a provider of broadband data, video and voice
communications services, to tenants of large- and medium-sized office buildings.
In August 1999, the Company and ARC also entered into various licensing
agreements allowing ARC to provide its services to tenants in certain Office
Properties containing approximately 66.7 million square feet upon execution of
licensing agreements for such properties. In exchange, ARC granted the Company
approximately 1.4 million warrants to acquire common shares of ARC for no
additional consideration. The Company may receive additional warrants from ARC
upon executing licensing agreements allowing ARC access to additional Office
Properties.
On October 29, 1999, ARC completed an initial public offering of its common
shares at $18 per share ("ARC IPO"). In connection with the ARC IPO, the
preferred shares were converted to approximately 111,111 common shares. After
this conversion, the Company owns approximately 624,393 common shares of ARC and
continues to own the 1.4 million warrants described above.
9
<PAGE> 10
EQUITY OFFICE PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
NOTE 7 -- INVESTMENT IN UNCONSOLIDATED JOINT VENTURES
The Company has several investments in unconsolidated joint ventures
consisting of Office Properties, Parking Facilities and a management company.
Combined summarized financial information of the unconsolidated joint ventures
is as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
(DOLLARS IN THOUSANDS) 1999 1998
- ---------------------- ------------- ------------
<S> <C> <C>
Balance Sheets:
Real estate, net.......................................... $559,554 $488,997
Other assets.............................................. 81,522 78,623
-------- --------
Total Assets...................................... $641,076 $567,620
======== ========
Mortgage debt............................................. $290,100 $243,096
Other liabilities......................................... 20,457 16,059
Partners' and shareholders' equity........................ 330,519 308,465
-------- --------
Total Liabilities and Partners' and Shareholders'
Equity.......................................... $641,076 $567,620
======== ========
Company's share of equity................................... $189,319 $159,092
Excess of cost of investments over the net book value of
underlying net assets, net of accumulated depreciation of
$10,090 and $5,854, respectively.......................... 215,206 219,442
-------- --------
Carrying value of investments in unconsolidated joint
ventures.................................................. $404,525 $378,534
======== ========
Company's share of unconsolidated mortgage debt............. $162,720 $124,282
======== ========
</TABLE>
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
-------------------- --------------------
(DOLLARS IN THOUSANDS) 1999 1998 1999 1998
- ---------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
Statements of Operations:
Revenues........................................ $28,522 $26,297 $80,498 $82,319
------- ------- ------- -------
Expenses:
Interest expense............................. 4,455 4,462 13,358 12,640
Depreciation and amortization................ 4,834 4,463 13,473 14,296
Operating expenses........................... 10,352 9,999 30,776 28,923
------- ------- ------- -------
Total expenses............................. 19,641 18,924 57,607 55,859
------- ------- ------- -------
Net income...................................... $ 8,881 $ 7,373 $22,891 $26,460
======= ======= ======= =======
Company's share of net income..................... $ 3,031 $ 3,129 $ 8,081 $ 8,155
======= ======= ======= =======
Company's share of interest expense............... $ 2,198 $ 2,259 $ 6,595 $ 6,385
======= ======= ======= =======
Company's share of depreciation and amortization
(real estate related)........................... $ 3,669 $ 3,513 $10,800 $10,729
======= ======= ======= =======
</TABLE>
On May 4, 1999, the Company entered into an agreement with Regus Business
Centres Corp. ("Regus") to provide fully furnished offices with short term,
flexible rental agreements to prospective tenants seeking this type of office
space. A subsidiary of the Company and Regus are equal members of Regus Equity
Business Centers, LLC, a Delaware limited liability company ("REBC"). REBC will
enter into lease agreements with the Company in certain of the Company's Office
Properties. The economics from these operations will be shared equally by the
Company and Regus. The Company will record its share of REBC and its share of
the
10
<PAGE> 11
EQUITY OFFICE PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
economics of the operations under the equity method of accounting. As of
September 30, 1999, REBC had not yet begun operations.
NOTE 8 -- LINES OF CREDIT
On August 9, 1999, the Company prepaid the $328 Million Credit Facility
with proceeds from the $1.0 Billion Credit Facility. Approximately $0.2 million
of unamortized loan costs were written-off and represent an extraordinary loss
for the three months ended September 30, 1999.
On September 15, 1999, the Company repaid the $200 Million Credit Facility
upon its maturity with proceeds from the $1.0 Billion Credit Facility.
NOTE 9 -- SHAREHOLDERS' EQUITY
Common Shares
The following table presents the changes in the Company's issued and
outstanding Common Shares since June 30, 1999 (excluding 36,487,230 and
30,674,244 Units outstanding at September 30, 1999 and June 30, 1999,
respectively, which are convertible into Common Shares on a one-for-one basis,
or the cash equivalent thereof, subject to certain restrictions):
<TABLE>
<S> <C>
OUTSTANDING AT JUNE 30, 1999................................ 257,939,276
Issued through exercise of options.......................... 12,128
Issued through redemption of Units.......................... 165,020
Retirement of Common Shares(1).............................. (5,978,010)
-----------
OUTSTANDING AT SEPTEMBER 30, 1999........................... 252,138,414
===========
</TABLE>
- ---------------
(1) Certain Common Shares were placed in escrow subject to release pursuant to
the provisions of the Merger Agreement, Plan of Liquidation and Escrow
Agreements entered into at the time of the Consolidation. On July 26, 1999,
9,047,291 Common Shares were released from escrow and 5,978,010 of such
Common Shares were cancelled. Inasmuch as the retired shares represent
indirect interests in the Operating Partnership which were re-allocated from
the Company (thereby decreasing the number of Common Shares outstanding) to
other Unitholders (thereby increasing the number of Units owned by partners
other than the Company), the total number of outstanding Units did not
change as result of this reallocation. This reallocation did not change the
amount of fully diluted Common Shares and Units outstanding.
Ownership of Operating Partnership
The Company's ownership in the Operating Partnership was approximately
87.4% and 90.1% as of September 30, 1999 and December 31, 1998, respectively.
11
<PAGE> 12
EQUITY OFFICE PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
Dividends/Distributions
The following table summarizes the distributions paid or declared on Common
Shares/Units and preferred shares during the three months ended September 30,
1999:
<TABLE>
<CAPTION>
DISTRIBUTION
AMOUNT DATE PAID RECORD DATE
------------ --------- -----------
<S> <C> <C> <C>
Common Shares/Units...................................... $0.42000 10/13/99 9/30/99
Series A Preferred Shares................................ $0.56125 9/15/99 9/1/99
Series B Preferred Shares................................ $0.65625 8/16/99 8/2/99
Series C Preferred Shares................................ $0.53906 9/15/99 9/1/99
</TABLE>
12
<PAGE> 13
EQUITY OFFICE PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
NOTE 10 -- EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per Common Share:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------- ---------------------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 1999 1998 1999 1998
- --------------------------------------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
NUMERATOR:
Net income available for Common Shares
before extraordinary items.......... $ 81,869 $ 80,996 $ 258,337 $ 235,467
Extraordinary items.................... (230) -- (10,548) (7,506)
------------ ------------ ------------ ------------
Numerator for basic earnings per
share -- net income available for Common
Shares.............................. 81,639 80,996 247,789 227,961
Minority interest in Operating
Partnership......................... 11,281 9,310 30,082 26,336
------------ ------------ ------------ ------------
Numerator for diluted earnings per
share -- net income available for Common
Shares.............................. $ 92,920 $ 90,306 $ 277,871 $ 254,297
============ ============ ============ ============
DENOMINATOR:
Denominator for basic earnings per
share -- weighted average Common
Shares.............................. 253,625,036 252,241,995 257,348,805 251,071,623
------------ ------------ ------------ ------------
Effect of dilutive securities:
Redemption of Units to Common Shares... 34,995,305 28,981,320 31,242,664 29,005,447
Share options and put options....... 2,971,904 706,595 2,729,927 1,130,902
------------ ------------ ------------ ------------
Dilutive potential Common Shares....... 37,967,209 29,687,915 33,972,591 30,136,349
------------ ------------ ------------ ------------
Denominator for diluted earnings per
share -- adjusted weighted average
shares and assumed conversions...... 291,592,245 281,929,910 291,321,396 281,207,972
============ ============ ============ ============
BASIC EARNINGS AVAILABLE FOR COMMON SHARES
PER WEIGHTED AVERAGE
COMMON SHARE:
Net income before extraordinary items.. $ .32 $ .32 $ 1.00 $ .94
Extraordinary items.................... -- -- (.04) (.03)
------------ ------------ ------------ ------------
Net income............................. $ .32 $ .32 $ .96 $ .91
============ ============ ============ ============
DILUTED EARNINGS AVAILABLE FOR COMMON SHARES
PER WEIGHTED AVERAGE
COMMON SHARE:
Net income before extraordinary items.. $ .32 $ .32 $ .99 $ .93
Extraordinary items.................... -- -- (.04) (.03)
------------ ------------ ------------ ------------
Net income............................. $ .32 $ .32 $ .95 $ .90
============ ============ ============ ============
</TABLE>
13
<PAGE> 14
EQUITY OFFICE PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
The following securities were not included in the computation of diluted
earnings per share since they would have an antidilutive effect:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE NINE MONTHS ENDED
ENDED SEPTEMBER 30, SEPTEMBER 30,
WEIGHTED AVERAGE ----------------------- -------------------------
ANTIDILUTIVE SECURITIES EXERCISE PRICE 1999 1998 1999 1998
- ----------------------- ---------------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Share options................ $30.040 3,462,383 -- -- --
Share options................ $30.260 -- 2,970,468 -- --
Share options................ $30.060 -- -- 3,445,883 --
Share options................ $30.310 -- -- -- 2,929,825
Series B Preferred Shares.... $35.700 6,000,000 6,000,000 6,000,000 6,000,000
Warrants..................... $39.375 5,000,000 5,000,000 5,000,000 5,000,000
---------- ---------- ---------- ----------
Total...... 14,462,383 13,970,468 14,445,883 13,929,825
========== ========== ========== ==========
</TABLE>
NOTE 11 -- SEGMENT INFORMATION
As discussed in Note 1, the Company's primary business is the ownership and
operation of Office Properties. The Company's long-term tenants are in a variety
of businesses and no single tenant, by itself, is material to the Company's
business. Information related to this segment for the three months ended
September 30, 1999 and 1998 and the nine months ended September 30, 1999 and
1998 is below:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 1999 SEPTEMBER 30, 1998
-------------------------------------- --------------------------------------
CORPORATE CORPORATE
OFFICE AND OFFICE AND
(DOLLARS IN THOUSANDS) PROPERTIES OTHER CONSOLIDATED PROPERTIES OTHER CONSOLIDATED
- ---------------------------------------- ----------- --------- ------------ ----------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
Property Operating Revenues............. $ 476,282 $ 10,279 $ 486,561 $ 422,661 $ 7,142 $ 429,803
Property Operating Expenses............. (170,026) (2,046) (172,072) (151,359) (1,818) (153,177)
----------- -------- ------------ ----------- -------- ------------
Net operating income.................. 306,256 8,233 314,489 271,302 5,324 276,626
----------- -------- ------------ ----------- -------- ------------
Adjustments to arrive at net income:
Other revenues........................ 1,125 3,671 4,796 499 6,631 7,130
Interest expense(1)................... (30,663) (72,372) (103,035) (35,731) (55,509) (91,240)
Depreciation and amortization......... (85,905) (3,500) (89,405) (75,724) (2,106) (77,830)
Ground rent........................... (1,715) (13) (1,728) (1,800) (13) (1,813)
General and administrative............ 37 (19,001) (18,964) 14 (16,711) (16,697)
----------- -------- ------------ ----------- -------- ------------
Total adjustments to arrive at net
income.............................. (117,121) (91,215) (208,336) (112,742) (67,708) (180,450)
----------- -------- ------------ ----------- -------- ------------
Income before allocation to minority
interests, income from investment in
unconsolidated joint ventures and
extraordinary items................... 189,135 (82,982) 106,153 158,560 (62,384) 96,176
Minority interests...................... (381) (11,400) (11,781) (490) (9,392) (9,882)
Income from investment in unconsolidated
joint ventures........................ 2,307 724 3,031 2,233 896 3,129
Extraordinary items..................... -- (230) (230) -- -- --
----------- -------- ------------ ----------- -------- ------------
Net income.............................. $ 191,061 $(93,888) $ 97,173 $ 160,303 $(70,880) $ 89,423
=========== ======== ============ =========== ======== ============
Capital and tenant improvements......... $ 49,775 $ 12,295 $ 62,070 $ 36,462 $ 5,878 $ 42,340
=========== ======== ============ =========== ======== ============
Total Assets............................ $13,908,710 $494,332 $ 14,403,042 $13,078,023 $553,811 $ 13,631,834
=========== ======== ============ =========== ======== ============
</TABLE>
14
<PAGE> 15
EQUITY OFFICE PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1999 SEPTEMBER 30, 1998
-------------------------------------- --------------------------------------
CORPORATE CORPORATE
OFFICE AND OFFICE AND
(DOLLARS IN THOUSANDS) PROPERTIES OTHER CONSOLIDATED PROPERTIES OTHER CONSOLIDATED
- -------------------------------------- ----------- --------- ------------ ----------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
Property Operating Revenues........... $ 1,405,954 $ 28,026 $ 1,433,980 $ 1,173,709 $ 20,985 $ 1,194,694
Property Operating Expenses........... (494,114) (6,065) (499,179) (420,828) (5,684) (426,512)
----------- --------- ------------ ----------- --------- ------------
Net operating income................ 912,840 21,961 934,801 752,881 15,301 768,182
----------- --------- ------------ ----------- --------- ------------
Adjustments to arrive at net income:
Other revenues...................... 2,217 11,573 13,790 1,172 14,831 16,003
Interest expense (1)................ (99,515) (210,920) (310,435) (104,940) (132,254) (237,194)
Depreciation and amortization....... (254,371) (9,762) (264,133) (209,398) (8,685) (218,083)
Ground rent......................... (5,084) (38) (5,122) (5,347) (38) (5,385)
General and administrative.......... (413) (57,515) (57,928) (228) (44,909) (45,137)
----------- --------- ------------ ----------- --------- ------------
Total adjustments to arrive at net
income............................ (357,166) (266,662) (623,828) (318,741) (171,055) (489,796)
----------- --------- ------------ ----------- --------- ------------
Income before allocation to minority
interests, income from investment in
unconsolidated joint ventures, net
gain on sales of real estate and
extraordinary items................. 555,674 (244,701) 310,973 434,140 (155,754) 278,386
Minority interests.................... (1,086) (30,394) (31,480) (1,380) (26,564) (27,944)
Income from investment in
unconsolidated joint ventures....... 6,724 1,357 8,081 5,477 2,678 8,155
Net gain on sales of real estate...... 8,085 -- 8,085 -- -- --
Extraordinary items................... (10,318) (230) (10,548) -- (7,506) (7,506)
----------- --------- ------------ ----------- --------- ------------
Net income............................ $ 559,079 $(273,968) $ 285,111 $ 438,237 $(187,146) $ 251,091
=========== ========= ============ =========== ========= ============
Capital and tenant improvements....... $ 137,853 $ 18,004 $ 155,857 $ 106,934 $ 9,188 $ 116,122
=========== ========= ============ =========== ========= ============
Total Assets.......................... $13,908,710 $ 494,332 $ 14,403,042 $13,078,023 $ 553,811 $ 13,631,834
=========== ========= ============ =========== ========= ============
</TABLE>
- ---------------
(1) Interest expense for the Office Properties does not include an allocation of
interest expense on corporate unsecured debt.
NOTE 12 -- 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 typically exceed
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 risk of non-performance by the swap counterparties since
each counterparty is a major U.S. or foreign financial institution; management
does not anticipate any such non-performance. As of September 30, 1999, 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.
15
<PAGE> 16
EQUITY OFFICE PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
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.
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 1970s 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 July 1998, the Company entered into an agreement to purchase the World
Trade Center project in Seattle, Washington. The property consists of
approximately 186,787 square feet of office space and is 100% preleased to a
single tenant. After the tenant takes full occupancy in early 2000, the Company
is expected to purchase the building for approximately $39.0 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
WRALP, the Company agreed to make available to WRALP up to $20.0 million in
additional financing or credit support for future development. As of September
30, 1999, no amounts have been funded pursuant to this agreement.
Contingencies
On August 12, 1999, the Company and the WR Holders amended their put option
agreement to defer to August 13, 2000 (or to August 13, 2001 at the option of
the WR Holders) the exercise date for 1,717,844 of the 3,435,688 Common Shares
affected by the put option agreement (a maximum exposure to the Company of
approximately $54.1 million when and if this put option is exercised). The
Company and the WR Holders
16
<PAGE> 17
EQUITY OFFICE PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
also agreed to cancel the put option on the remaining 1,717,844 Common Shares in
exchange for the Company's payment to the WR Holders of approximately $11.3
million on September 13, 1999. The payment represented the excess of (x) $31.50
over (y) $24.90 (the average price of a Common Share calculated over the five
trading days immediately prior to August 13, 1999), for each of 1,717,844 Common
Shares affected by the put option agreement. The portion of the amounts paid in
excess of $29.10625 per Common Share totaling approximately $4.1 million were
expensed by the Company. The remaining $7.2 million of the payment was recorded
as a reduction to shareholders' equity.
On August 13, 2000, (or August 13, 2001 at the option of the WR Holders)
the WR Holders can require the Company to purchase all or a portion of the
remaining 1,717,844 Common Shares issued to them in the acquisition at a price
equal to $31.50 per Common Share. Prior to such date, if the WR Holders sell all
or a portion of their Common Shares to a third party for a price less than
$29.10625, then the Company is obligated to pay to the WR Holders for each
Common Share sold at such lower price an amount equal to the difference between
$29.10625 and such lower price, not to exceed $3.00 per Common Share. Any
amounts paid by the Company as a result of such sales will be recorded as a
reduction in shareholders' equity. For put options exercised as aforesaid, any
amounts paid up to $29.10625 per Common Share would be reflected as a reduction
in shareholders' equity; the portion of any amounts paid in excess of $29.10625
per Common Share (not to exceed $2.39375 per Common Share up to an aggregate of
approximately $4.1 million) will be expensed. The $4.1 million portion of the
total potential payment is being amortized by the Company on a straight-line
basis over the period between August 13, 1999 and August 13, 2000. The Company
will not incur any loss on this transaction if the put option is not exercised.
Effective as of September 3, 1998, the Company amended its pre-existing put
option agreement with the seller of the Columbus America Properties (the "CA
Holder") related to 1,692,546 Units issued at acquisition. The CA Holder has the
option at any time after January 1, 1999 until the earlier of (a) September 3,
2000 or (b) the date the CA Holder has converted all of its Units to Common
Shares, to require the Company to purchase the Units at a price equal to $29.00
per Unit. Under the terms of the agreement, prior to September 3, 1999, the
option shall be limited to an aggregate of 846,273 Units. In October, 1999, the
CA Holder exercised its option to require the Company to purchase 1,675,000
Units at a price equal to $29.00 per Unit for a total of approximately $48.6
million. The Company recognized the $48.6 million payment as a reduction of
minority interest and retired the Units.
In connection with the acquisition of Worldwide Plaza on October 1, 1998,
the Company issued a transferable put option on the 6,861,166 Units issued at
acquisition which is exercisable only on the third anniversary of closing with
an estimated fair value of approximately $27.4 million. This option entitles its
holder to additional Common Shares, the number of which shall be determined
using a formula based on the extent, if any, that the Common Shares are then
trading at less than $29.05 per share.
NOTE 13 -- SUBSEQUENT EVENTS
1. On October 1, 1999, the Company acquired Palo Alto Square located in
Palo Alto, California, from Palo Alto Square Limited Partnership for
approximately $78.3 million. Palo Alto Square Limited Partnership is a private
investment partnership controlled by Mr. Samuel Zell. The terms of the
acquisition were approved by a special subcommittee of the Board of Trustees
formed to review related party conflicts between trustees and their affiliates.
The purchase was funded with the assumption of $53.2 million in mortgage debt,
approximately $23.9 million in Units valued at $23.64 per Unit and approximately
$1.2 million in cash. Palo Alto Square consists of approximately 320,500 square
feet and was 100% occupied as of October 1, 1999. The property comprises two
10-story, two 2-story and one 1-story office buildings and a movie theater. The
property is subject to a ground lease held by a Stanford University endowment
through March 12, 2023. There is no contractual right to extend the ground
lease.
17
<PAGE> 18
EQUITY OFFICE PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
2. In October 1999, the Board of Trustees of the Company declared a third
quarter distribution for the Series B Preferred Shares of $0.65625 per share.
The distribution will be paid on November 15, 1999 to holders of record as of
November 1, 1999.
3. In October 1999, the Company entered into an agreement with Lend Lease
US Office, Inc., providing for the investment of approximately $533.9 million in
seven Office Properties. Under the terms of the agreement, Lend Lease US Office,
Inc. will acquire an ownership interest in the following Office Properties, for
which the Company would retain management and leasing responsibilities:
<TABLE>
<CAPTION>
TOTAL OCCUPIED AT LEND LEASE
OFFICE PROPERTY LOCATION SQUARE FEET 9/30/99 OWNERSHIP INTEREST
- --------------- -------- ----------- ----------- ------------------
<S> <C> <C> <C> <C>
10 & 30 South Wacker Chicago, IL 2,003,288 96.0% 25%
Bank One Center Indianapolis, IN 1,057,877 93.7% 75%
SunTrust Center Orlando, FL 640,385 97.4% 75%
Promenade II Atlanta, GA 770,840 99.1% 50%
Pasadena Towers Los Angeles, CA 439,367 88.8% 75%
Preston Commons Dallas, TX 418,604 83.8% 50%
Sterling Plaza Dallas, TX 302,747 80.9% 50%
---------
Total Square Feet 5,633,108
=========
</TABLE>
Upon consummation of the investment the financial position and results of
operations of each Office Property will be accounted for under the equity method
of accounting. 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.
18
<PAGE> 19
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 results of operations should be read in conjunction with the
Consolidated Financial Statements of the Company and Notes thereto contained
herein. Terms employed herein as defined terms, but without definition, shall
have the meaning set forth in the financial statements. Statements contained in
this "Management's Discussion and Analysis of Financial Condition and Results of
Operations" including without limitation, the "Developments" and "Year 2000"
disclosures, which are not historical facts may be forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934 (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. Such statements are subject to certain risks
and uncertainties which could cause actual results to differ materially from
those projected or anticipated. Readers are cautioned not to place undue
reliance on these forward-looking statements which speak only as of September
30, 1999. Among the factors about which the Company has made assumptions are the
following:
- Future economic conditions which may impact upon the demand for office
space and tenant ability to pay rent, either at current or increased
levels.
- Prevailing interest rates.
- The extent of any inflation on operating expenses.
- The Company's ability to reduce various expenses as a percentage of
revenues.
- The Company's continuing ability to pay amounts due to its noteholders
and preferred shareholders prior to any distribution to holders of its
Common Shares.
- The cost to complete and lease-up pending developments.
- The continued availability of the $1.0 Billion Credit Facility.
During the nine months ended September 30, 1999, the Company completed the
following key transactions:
- Acquired four Office Properties containing approximately 1.6 million
square feet and one Parking Facility for approximately $313.5 million.
- Sold four Office Properties for approximately $98.0 million.
- Issued the $1.0 Billion Notes in three tranches with an effective
interest rate of 6.8% per annum and issued the $200 Million Notes with an
effective interest rate of 7.6% per annum.
- Repaid the $328 Million Credit Facility and the $200 Million Credit
Facility.
- Invested approximately $73.9 million in mezzanine debt financing
pertaining to the Sun America Center office property.
RESULTS OF OPERATIONS
GENERAL
The following discussion is based primarily on the consolidated financial
statements of the Company as of September 30, 1999 and December 31, 1998 and for
the three and nine months ended September 30, 1999 and 1998.
The Company receives income primarily from rental revenue from the Office
Properties (including reimbursements from tenants for certain operating costs)
and from parking revenue from Office Properties and Parking Facilities.
19
<PAGE> 20
Below is a summary of the Company's acquisition and disposition activity
since December 31, 1997:
<TABLE>
<CAPTION>
OFFICE PROPERTIES PARKING FACILITIES
----------------------------- ------------------
BUILDINGS TOTAL SQUARE FEET GARAGES SPACES
--------- ----------------- -------- -------
<S> <C> <C> <C> <C>
Properties owned as of:
December 31, 1997................................. 258 65,291,790 17 16,749
Acquisitions.................................... 28 10,425,595 2 1,310
Developments placed in service.................. 3 257,528 -- --
Dispositions.................................... (5) (986,391) -- --
Building remeasurements......................... -- 112,205 -- --
---- ---------- ---- ------
December 31, 1998................................. 284 75,100,727 19 18,059
Acquisitions.................................... 4 1,627,171 2 3,164
Developments placed in service.................. 1 150,181 -- --
Dispositions.................................... (4) (668,796) -- --
Building remeasurements......................... -- 24,012 -- 42
Reclassifications(1)............................ -- -- (1) (759)
---- ---------- ---- ------
September 30, 1999 ("Total Portfolio")............ 285 76,233,295 20 20,506
==== ========== ==== ======
</TABLE>
- ---------------
(1) The 601 Tchoupitoulas garage was previously considered a stand-alone garage
and included in the number of parking facilities owned by the Company.
Effective with the second quarter of 1999, this garage is no longer
considered a stand-alone parking facility.
As a result of the acquisition and disposition of properties, the financial
data presented shows changes in revenues and expenses from period-to-period.
Therefore the Company does not believe its period to period financial data are
comparable. The following analysis 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.
20
<PAGE> 21
COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 1999 TO SEPTEMBER 30, 1998
The table below represents selected operating information for the Total
Portfolio and for the Core Portfolio consisting of 261 Office Properties and 16
Parking Facilities acquired or placed in service prior to July 1, 1998.
<TABLE>
<CAPTION>
TOTAL PORTFOLIO CORE PORTFOLIO
----------------------------------------- -----------------------------------------
INCREASE/ % INCREASE/ %
(DOLLARS IN THOUSANDS) 1999 1998 (DECREASE) CHANGE 1999 1998 (DECREASE) CHANGE
- ------------------------------------ -------- -------- ---------- ------ -------- -------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Property revenues................... $486,561 $429,803 $56,758 13.2% $433,217 $407,855 $ 25,362 6.2%
Fee income.......................... 1,580 5,102 (3,522) (69.0) -- -- -- --
Interest/dividend income............ 3,216 2,028 1,188 58.6 343 497 (154) (31.0)
-------- -------- ------- ----- -------- -------- -------- -----
Total revenues.............. 491,357 436,933 54,424 12.5 433,560 408,352 25,208 6.2
-------- -------- ------- ----- -------- -------- -------- -----
Interest expense.................... 103,035 91,240 11,795 12.9 28,954 39,471 (10,517) (26.6)
Depreciation and amortization....... 89,405 77,830 11,575 14.9 80,268 73,827 6,441 8.7
Property operating expenses......... 172,072 153,177 18,895 12.3 154,681 146,240 8,441 5.8
Ground rent......................... 1,728 1,813 (85) (4.7) 1,728 1,839 (111) (6.0)
General and administrative.......... 18,964 16,697 2,267 13.6 (37) (14) (23) 164.3
-------- -------- ------- ----- -------- -------- -------- -----
Total expenses.............. 385,204 340,757 44,447 13.0 265,594 261,363 4,231 1.6
-------- -------- ------- ----- -------- -------- -------- -----
Income before allocation to minority
interests, income from investment
in unconsolidated joint ventures
and extraordinary items........... 106,153 96,176 9,977 10.4 167,966 146,989 20,977 14.3
Minority interests.................. (11,781) (9,882) (1,899) 19.2 (500) (569) 69 (12.1)
Income from investment in
unconsolidated joint ventures..... 3,031 3,129 (98) (3.1) 2,209 2,597 (388) (14.9)
Extraordinary items................. (230) -- (230) -- -- -- -- --
-------- -------- ------- ----- -------- -------- -------- -----
Net income.......................... $ 97,173 $ 89,423 $ 7,750 8.7% $169,675 $149,017 $ 20,658 13.9%
======== ======== ======= ===== ======== ======== ======== =====
Property revenues less property
operating expenses before
depreciation and amortization,
general and administrative, ground
rent and interest expense......... $314,489 $276,626 $37,863 13.7% $278,536 $261,615 $ 16,921 6.5%
======== ======== ======= ===== ======== ======== ======== =====
</TABLE>
Property Revenues
The increase in rental revenues, tenant reimbursements, parking income and
other income ("Property Revenues") in the Core Portfolio resulted from an
increase in rental rates partially offset by a decrease in occupancy. The
weighted average occupancy of the Core Portfolio decreased from approximately
95.0% at July 1, 1998 to 94.5% as of September 30, 1999. This decrease
represents a loss of approximately .3 million square feet in the Core Portfolio
between July 1, 1998 and September 30, 1999.
Property Revenues for the Total Portfolio include lease termination fees of
approximately $5.2 million and $2.3 million for the three months ended September
30, 1999 and 1998, respectively, substantially all of which is related to the
Core Portfolio (included in the "other revenue" category on the consolidated
statements of operations). These fees relate to specific tenants who have paid a
fee to terminate their lease obligations before the end of the contractual term
of their 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.
Property Revenues for the Total Portfolio include straight-line rent
adjustments of approximately $17.1 million and $17.7 million for the three
months ended September 30, 1999 and 1998, respectively. Property Revenues for
the Core Portfolio include straight-line rent adjustments of approximately $14.8
million and $17.2 million for the three months ended September 30, 1999 and
1998, respectively.
21
<PAGE> 22
Interest Expense
Total Portfolio interest expense increased from the prior period as a
result of having more debt outstanding primarily attributable to property
acquisitions. In addition, the following statistics for each period for the
Total Portfolio are as follows:
- Total debt to total assets increased to 42.4% from 41.6%.
- Interest coverage ratio remained stable at 2.9 times.
- Weighted average interest rate increased to 7.1% from 7.0%.
Core Portfolio interest expense decreased from the prior period due to the
paydown of mortgage debt with proceeds from various unsecured notes offerings
and draws on the lines of credit. Interest expense on the unsecured notes and
the lines of credit is not reflected in the Core Portfolio.
Depreciation and Amortization
Total Portfolio depreciation and amortization expense increased from the
prior period as a result of Properties acquired and capital and tenant
improvements made during 1999 and 1998. Core portfolio depreciation and
amortization expense increased as a result of capital and tenant improvements
made to the Properties.
Property Operating Expenses
Real estate taxes, insurance, repairs and maintenance and other property
operating expenses ("Property Operating Expenses") increased for the Core
Portfolio primarily due to an increase in real estate tax expense.
General and Administrative Expenses
General and administrative expenses increased due to the size of the
Company's portfolio increasing and additional expenses associated with being a
public company. During 1999, the Company made significant investments in its
information systems, including the hiring of additional personnel, and also
established a real estate services group. While general and administrative
expenses will continue to increase should the size of the Company's portfolio
continue to increase, it is anticipated that the Company will realize economies
of scale with future growth, should it occur.
22
<PAGE> 23
COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 1999 TO SEPTEMBER 30, 1998
The table below represents selected operating information for the Total
Portfolio and for the Core Portfolio consisting of 248 Office Properties and 16
Parking Facilities acquired or placed in service prior to January 1, 1998.
<TABLE>
<CAPTION>
TOTAL PORTFOLIO CORE PORTFOLIO
--------------------------------------------- ---------------------------------------------
INCREASE/ % INCREASE/ %
(DOLLARS IN THOUSANDS) 1999 1998 (DECREASE) CHANGE 1999 1998 (DECREASE) CHANGE
- ------------------------------ ---------- ---------- ---------- ------ ---------- ---------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Property revenues............. $1,433,980 $1,194,694 $239,286 20.0% $1,154,224 $1,094,952 $59,272 5.4%
Fee income.................... 5,487 7,766 (2,279) (29.3) -- -- -- --
Interest/dividend income...... 8,303 8,237 66 .8 1,304 1,177 127 10.8
---------- ---------- -------- ----- ---------- ---------- ------- -----
Total revenues........ 1,447,770 1,210,697 237,073 19.6 1,155,528 1,096,129 59,399 5.4
---------- ---------- -------- ----- ---------- ---------- ------- -----
Interest expense.............. 310,435 237,194 73,241 30.9 93,135 113,179 (20,044) (17.7)
Depreciation and
amortization................ 264,133 218,083 46,050 21.1 214,376 196,732 17,644 9.0
Property operating expenses... 499,179 426,512 72,667 17.0 404,232 392,754 11,478 2.9
Ground rent................... 5,122 5,385 (263) (4.9) 4,591 5,105 (514) (10.1)
General and administrative.... 57,928 45,137 12,791 28.3 492 271 221 81.5
---------- ---------- -------- ----- ---------- ---------- ------- -----
Total expenses................ 1,136,797 932,311 204,486 21.9 716,826 708,041 8,785 1.2
---------- ---------- -------- ----- ---------- ---------- ------- -----
Income before allocation to
minority interests, income
from investment in
unconsolidated joint
ventures, net gain on sales
of real estate and
extraordinary items......... 310,973 278,386 32,587 11.7 438,702 388,088 50,614 13.0
Minority interests............ (31,480) (27,944) (3,536) 12.7 (1,389) (1,593) 204 (12.8)
Income from investment in
unconsolidated joint
ventures.................... 8,081 8,155 (74) (.9) 7,312 6,342 970 15.3
Net gain on sales of real
estate...................... 8,085 -- 8,085 -- -- -- -- --
Extraordinary items........... (10,548) (7,506) (3,042) 40.5 (9,527) -- (9,527) --
---------- ---------- -------- ----- ---------- ---------- ------- -----
Net income.................... $ 285,111 $ 251,091 $ 34,020 13.5% $ 435,098 $ 392,837 $42,261 10.8%
========== ========== ======== ===== ========== ========== ======= =====
Property revenues less
property operating expenses
before depreciation and
amortization, general and
administrative, ground rent
and interest expense........ $ 934,801 $ 768,182 $166,619 21.7% $ 749,992 $ 702,198 $47,794 6.8%
========== ========== ======== ===== ========== ========== ======= =====
</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 93.9% at January 1,
1998 to 94.7% as of September 30, 1999. This increase represents approximately
.6 million square feet of additional occupancy in the Core Portfolio between
January 1, 1998 and September 30, 1999.
Property Revenues for the Total Portfolio include lease termination fees of
approximately $10.5 million and $10.4 million for the nine months ended
September 30, 1999 and 1998, respectively, and Property Revenues for the Core
Portfolio include lease termination fees of approximately $10.1 million and
$10.3 million for the nine months ended September 30, 1999 and 1998,
respectively (included in the "other revenue" category on the consolidated
statements of operations). These fees relate to specific tenants who have paid a
fee to terminate their lease obligations before the end of the contractual term
of their 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.
Property Revenues for the Total Portfolio include straight-line rent
adjustments of approximately $48.9 million and $50.4 million for the nine months
ended September 30, 1999 and 1998, respectively.
23
<PAGE> 24
Property Revenues for the Core Portfolio include straight-line rent adjustments
of approximately $38.4 million and $47.8 million for the nine months ended
September 30, 1999 and 1998, respectively.
Interest Expense
Total Portfolio interest expense increased from the prior period as a
result of having more debt outstanding primarily attributable to property
acquisitions. In addition, the following statistics for each period for the
Total Portfolio are as follows:
- Total debt to total assets increased to 42.4% from 41.6%.
- Interest coverage ratio decreased to 2.9 times from 3.1 times.
- Weighted average interest rate increased to 7.1% from 7.0%.
Core Portfolio interest expense decreased from the prior period due to the
paydown of mortgage debt with proceeds from various unsecured notes offerings
and borrowings on the lines of credit. Interest expense on the unsecured notes
and the lines of credit is not reflected in the Core Portfolio.
Depreciation and Amortization
Total Portfolio depreciation and amortization expense increased as a result
of Properties acquired and capital and tenant improvements made during 1999 and
1998. Core Portfolio depreciation and amortization expense increased as a result
of capital and tenant improvements made to the Properties.
Property Operating Expenses
Real estate taxes, insurance, repairs and maintenance and other property
operating expenses ("Property Operating Expenses") increased slightly for the
Core Portfolio primarily due to an increase in real estate tax expense.
General and Administrative Expenses
General and administrative expenses increased due to the size of the
Company's portfolio increasing and additional expenses associated with being a
public company. During 1999, the Company made significant investments in its
information systems, including the hiring of additional personnel, and also
established a real estate services group. In addition, the Company incurred
severance costs relating to the resignation of an employee. While general and
administrative expenses will continue to increase should the size of the
Company's portfolio continue to increase, it is anticipated that the Company
will realize economies of scale with future growth, should it occur.
24
<PAGE> 25
PARKING OPERATIONS
The Total Portfolio and Core Portfolio selected operating information for
the three and nine months ended September 30, 1999 and 1998 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 SEPTEMBER 30, 1999 TO SEPTEMBER 30, 1998
The table below represents selected operating information for the Total
Portfolio and the Core Portfolio consisting of 16 Parking Facilities acquired
prior to July 1, 1998.
<TABLE>
<CAPTION>
TOTAL PORTFOLIO CORE PORTFOLIO
--------------------------------------- -------------------------------------
INCREASE/ % INCREASE/ %
(DOLLARS IN THOUSANDS) 1999 1998 (DECREASE) CHANGE 1999 1998 (DECREASE) CHANGE
- ------------------------------------ ------- ------ ---------- ------- ------ ------ ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Property revenues................... $10,279 $7,142 $3,137 43.9% $8,512 $7,142 $1,370 19.2%
Interest/dividend income............ 76 2 74 3,700.0 -- 2 (2) (100.0)
------- ------ ------ ------- ------ ------ ------ ------
Total revenues.............. 10,355 7,144 3,211 44.9 8,512 7,144 1,368 19.1
------- ------ ------ ------- ------ ------ ------ ------
Interest expense.................... 754 1,377 (623) (45.2) 712 1,377 (665) (48.3)
Depreciation and amortization....... 1,687 1,455 232 15.9 1,381 1,455 (74) (5.1)
Property operating expenses......... 2,046 1,818 228 12.5 1,976 1,818 158 8.7
Ground rent......................... 13 13 -- -- 13 13 -- --
------- ------ ------ ------- ------ ------ ------ ------
Total expenses.............. 4,500 4,663 (163) (3.5) 4,082 4,663 (581) (12.5)
------- ------ ------ ------- ------ ------ ------ ------
Income before allocation to minority
interests and income from
investment in unconsolidated joint
ventures.......................... 5,855 2,481 3,374 136.0 4,430 2,481 1,949 78.6
Minority interests.................. (119) (84) (35) 41.7 (119) (84) (35) 41.7
Income from investment in
unconsolidated joint ventures..... 374 363 11 3.0 374 363 11 3.0
------- ------ ------ ------- ------ ------ ------ ------
Net income.......................... $ 6,110 $2,760 $3,350 121.4% $4,685 $2,760 $1,925 69.7%
======= ====== ====== ======= ====== ====== ====== ======
Property revenues less property
operating expenses before
depreciation and amortization,
general and administrative, ground
rent and interest expense......... $ 8,233 $5,324 $2,909 54.6% $6,536 $5,324 $1,212 22.8%
======= ====== ====== ======= ====== ====== ====== ======
</TABLE>
25
<PAGE> 26
COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 1999 TO SEPTEMBER 30, 1998
The table below represents selected operating information for the Total
Portfolio and the Core Portfolio consisting of 16 Parking Facilities acquired
prior to January 1, 1998.
<TABLE>
<CAPTION>
TOTAL PORTFOLIO CORE PORTFOLIO
--------------------------------------- ---------------------------------------
INCREASE/ % INCREASE/ %
(DOLLARS IN THOUSANDS) 1999 1998 (DECREASE) CHANGE 1999 1998 (DECREASE) CHANGE
- --------------------------------- ------- ------- ---------- ------ ------- ------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Property revenues................ $28,026 $20,985 $7,041 33.6% $24,338 $20,985 $3,353 16.0%
Interest/dividend income......... 172 39 133 341.0 41 39 2 5.1
------- ------- ------ ----- ------- ------- ------ -----
Total revenues........... 28,198 21,024 7,174 34.1 24,379 21,024 3,355 16.0
------- ------- ------ ----- ------- ------- ------ -----
Interest expense................. 2,430 4,117 (1,687) (41.0) 2,305 4,117 (1,812) (44.0)
Depreciation and amortization.... 4,981 4,127 854 20.7 4,191 4,127 64 1.6
Property operating expenses...... 6,065 5,684 381 6.7 5,904 5,684 220 3.9
Ground rent...................... 38 38 -- -- 38 38 -- --
General and administrative....... 125 71 54 76.1 124 71 53 74.7
------- ------- ------ ----- ------- ------- ------ -----
Total expenses........... 13,639 14,037 (398) (2.8) 12,562 14,037 (1,475) (10.5)
------- ------- ------ ----- ------- ------- ------ -----
Income before allocation to
minority interests and income
from investment in
unconsolidated joint
ventures....................... 14,559 6,987 7,572 108.4 11,817 6,987 4,830 69.1
Minority interests............... (312) (228) (84) 36.8 (312) (228) (84) 36.8
Income from investment in
unconsolidated joint
ventures....................... 1,141 1,474 (333) (22.6) 1,141 1,474 (333) (22.6)
------- ------- ------ ----- ------- ------- ------ -----
Net income....................... $15,388 $ 8,233 $7,155 86.9% $12,646 $ 8,233 $4,413 53.6%
======= ======= ====== ===== ======= ======= ====== =====
Property revenues less property
operating expenses before
depreciation and amortization,
general and administrative,
ground rent and interest
expense........................ $21,961 $15,301 $6,660 43.5% $18,434 $15,301 $3,133 20.5%
======= ======= ====== ===== ======= ======= ====== =====
</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. In order to qualify as a REIT for
federal income tax purposes, the Company must distribute at least 95% of its
REIT taxable income (excluding capital gains) annually. Accordingly, the Company
currently intends to continue to make, but has not contractually bound itself to
make, regular quarterly distributions to holders of Common Shares/Units and
preferred shares. Subject to the foregoing, the Company has established annual
distribution rates as follows:
- $1.68 per annum per Common Share/Unit
- 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
- 8.625% per annum ($2.15625 per share) for each Series C Preferred Share.
The Company intends to continue to fund distributions, debt service,
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 be a source of cash for
temporary working capital, the funding of capital improvements and revenue
enhancing tenant improvements, unanticipated cash needs, acquisitions and
development costs.
Since 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, the Company will be required to repay maturing debt with funds from
debt and/or equity financing.
26
<PAGE> 27
DEBT FINANCING
The table below summarizes the mortgage debt, unsecured notes and lines of
credit indebtedness outstanding at September 30, 1999 and December 31, 1998,
including a net premium on mortgage debt and unsecured notes (net of accumulated
amortization of approximately $4.0 million and $2.7 million) of approximately
$10.8 million and $17.8 million, respectively, recorded in connection with the
Consolidation, debt assumed in connection with certain of the Company's
acquisitions, and issuance of unsecured notes.
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
(DOLLARS IN THOUSANDS) 1999 1998
- ------------------------------------------------------------ ------------- ------------
<S> <C> <C>
DEBT SUMMARY:
BALANCE
Fixed rate................................................ $5,418,163 $4,739,018
Variable rate............................................. 690,660 1,286,387
---------- ----------
Total............................................. $6,108,823 $6,025,405
========== ==========
PERCENT OF TOTAL DEBT:
Fixed rate................................................ 88.7% 78.7%
Variable rate............................................. 11.3% 21.3%
---------- ----------
Total............................................. 100.0% 100.0%
========== ==========
EFFECTIVE INTEREST RATE AT END OF PERIOD:
Fixed rate................................................ 7.2% 7.3%
Variable rate............................................. 6.2% 6.4%
---------- ----------
Effective interest rate........................... 7.1% 7.1%
========== ==========
</TABLE>
A majority of the variable rate debt shown above bears interest at an
interest rate based on LIBOR.
MORTGAGE FINANCING
As of September 30, 1999, the Company's total mortgage debt (excluding the
Company's share of unconsolidated debt of approximately $162.7 million)
consisted of approximately $1.8 billion of fixed rate debt with an effective
interest rate of approximately 7.6% and $73.8 million of variable rate debt
based on various spreads over LIBOR. The Company's mortgage debt at September
30, 1999 will mature as follows:
<TABLE>
<CAPTION>
(Dollars in thousands)
- --------------------------------------------------------------------------
<S> <C>
1999........................................................ $ 5,903
2000........................................................ 186,399
2001........................................................ 198,088
2002........................................................ 75,111
2003........................................................ 186,573
Thereafter.................................................. 1,174,098
----------
Subtotal.................................................... 1,826,172
Net premium (net of accumulated amortization of $4.2
million).................................................. 10,751
----------
Total............................................. $1,836,923
==========
</TABLE>
The instruments encumbering the Properties restrict transfer of the
mortgaged Properties subject to the terms of the mortgage indebtedness, prohibit
additional liens and require payment of taxes on the mortgaged Properties,
maintenance of the mortgaged Properties in good condition, maintenance of
insurance on the mortgaged Properties and obtaining lender consent to leases
with material tenants.
27
<PAGE> 28
CREDIT FACILITIES
Line of Credit
The $1.0 Billion Credit Facility matures on May 29, 2001. 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 with a quarterly facility fee equal
to 20 basis points of the entire facility. 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. The
amount outstanding on the $1.0 Billion Credit Facility as of October 29, 1999
was approximately $726.8 million.
UNSECURED NOTES
The table below summarizes the Company's unsecured notes as of September
30, 1999:
<TABLE>
<CAPTION>
TRANCHE AMOUNT STATED RATE EFFECTIVE RATE(1)
- ------- ----------- ----------- -----------------
(Dollars in
thousands)
<S> <C> <C> <C>
3 Year Notes due 2002(2)..................... $ 200,000 6.4% 6.6%
4 Year MOPPRS due 2002(3)................... 250,000 6.4% 6.3%
5 Year Notes due 2003....................... 300,000 6.4% 6.8%
5 Year Notes due 2004(2).................... 300,000 6.5% 6.7%
6 Year Notes due 2004....................... 250,000 6.5% 6.7%
7 Year Notes due 2004....................... 30,000 7.2% 7.3%
7 Year Notes due 2005....................... 400,000 6.6% 7.0%
8 Year Notes due 2005....................... 50,000 7.4% 7.7%
9 Year Notes due 2006....................... 50,000 7.4% 7.7%
9 Year Notes due 2007(4).................... 300,000 6.8% 6.8%
10 Year Notes due 2007...................... 50,000 7.4% 7.7%
10 Year Notes due 2008...................... 300,000 6.8% 7.0%
10 Year Notes due 2009(2)................... 500,000 6.8% 6.9%
20 Year Notes due 2018...................... 250,000 7.3% 7.6%
30 Year Notes due 2028...................... 225,000 7.3% 7.3%
30 Year Notes due 2029(5)................... 200,000 7.5% 7.6%
---------- --- ---
Subtotal........................... $3,655,000 6.8% 7.0%
========== === ===
</TABLE>
- ---------------
(1) Includes the cost of terminated interest rate protection agreements,
offering and transaction costs, the premium on the warrants and the discount
on unsecured notes.
(2) These notes were issued on January 26, 1999. The net proceeds of
approximately $989.2 million were used to repay mortgage debt and amounts
outstanding on the $1.0 Billion Credit Facility.
(3) The MOPPRS are subject to mandatory redemption in 2002 but do not mature
until 2012.
(4) These notes were issued along with 300,000 warrants to purchase an
additional $300 million in unsecured notes at a later date. Each warrant
entitles its holder thereof to purchase a new $1,000 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 due 2007.
(5) These notes were issued in April 1999. The net proceeds of approximately
$196.6 million were used to repay amounts outstanding on the $1.0 Billion
Credit Facility.
The Company filed a shelf registration statement, which was declared
effective on July 22, 1998, relating to the potential issuance from time to time
of up to $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 issued separately or together, in
separate series and in amounts, at prices and on terms to be described in one or
more supplements to the prospectus. The Company sold $1.0 billion of
28
<PAGE> 29
unsecured notes in January 1999 and $200 million of unsecured notes in April
1999 under this registration statement.
Restrictions and Covenants
Agreements or instruments relating to the unsecured notes and the $1.0
Billion Credit Facility 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
During the three months ended September 30, 1999, 12,128 share options were
exercised and 165,020 Units were redeemed into Common Shares on a one-for-one
basis. On July 26, 1999, 9,047,291 Common Shares were released from escrow
pursuant to the provisions of the Merger Agreement, Plan of Liquidation and
Escrow Agreements entered into at the time of the Consolidation and 5,978,010 of
such Common Shares were cancelled. Inasmuch as the retired shares represent
indirect interests in the Operating Partnership which were re-allocated from the
Company (thereby decreasing the number of Common Shares outstanding) to other
Unitholders (thereby increasing the number of Units owned by partners other than
the Company), the total number of outstanding Units did not change as result of
this reallocation. This reallocation did not change the amount of fully diluted
Common Shares and Units outstanding.
CAPITAL IMPROVEMENTS
The Company takes 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 in the year of
acquisition and the two following years 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 nine months ended
September 30, 1999 were approximately $23.1 million or $0.30 per square foot.
These amounts exclude capital and tenant improvements of approximately $77.9
million for developments.
The Company considers capital expenditures to be recurring expenditures
relating to the ongoing maintenance of the Office Properties. The table below
summarizes capital expenditures for the nine months ended September 30, 1999.
The capital expenditures set forth below are not necessarily indicative of
future capital expenditures.
<TABLE>
<CAPTION>
<S> <C>
Number of Office Properties................................ 285
Rentable square feet (in millions)......................... 76.2
Capital expenditures per square foot....................... $0.11
</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 nine months ended September 30, 1999. The tenant improvement and leasing
commission costs set forth below are presented on an aggregate basis and do not
29
<PAGE> 30
reflect significant regional variations and, in any event, are not necessarily
indicative of future tenant improvements and leasing commission costs:
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
(DOLLARS IN THOUSANDS) SEPTEMBER 30, 1999 (1)
- ------------------------------------------------------------ --------------------------
<S> <C>
Number of Office Properties................................. 285
Rentable square feet (in millions).......................... 76.2
Revenue enhancing tenant improvements and leasing
commissions:
Amounts (in thousands).................................... $16,606
Per square foot improved.................................. $ 19.61
Per total square foot..................................... $ .29
Non-revenue enhancing tenant improvements and leasing
commissions:
Renewal space:
Amounts (in thousands).................................... $23,329
Per square foot improved.................................. $ 6.84
Per total square foot..................................... $ .41
Retenanted space:
Amounts (in thousands).................................... $34,613
Per square foot improved.................................. $ 13.19
Per total square foot..................................... $ .61
-------
Total non-revenue enhancing (in thousands).................. $57,942
Per square foot improved.................................... $ 9.61
Per total square foot....................................... $ 1.02
</TABLE>
- ---------------
(1) The per square foot calculations as of September 30, 1999 are calculated
taking the total dollars anticipated to be incurred on tenant improvements
for tenants taking occupancy during the nine months ended September 30,
1999, divided by the total square footage being improved or total building
square footage. The actual amounts incurred for the nine months ended
September 30, 1999 for revenue enhancing, non-revenue enhancing renewal and
retenanted space are summarized below:
<TABLE>
<CAPTION>
(Dollars in thousands)
- -------------------------------------------------------------------------
<S> <C>
Revenue enhancing................................ $14,341
Non-revenue enhancing renewal.................... $15,662
Non-revenue enhancing retenanted................. $36,881
</TABLE>
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 identifiable 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 development of a
property. As of September 30, 1999, the Company had incurred approximately
$198.4 million of costs in
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<PAGE> 31
connection with the Properties being developed. The Properties under development
as of September 30, 1999 are as follows:
<TABLE>
<CAPTION>
ESTIMATED
RENTABLE TOTAL
ESTIMATED PLACE IN PERCENT SQUARE ESTIMATED
PROPERTY LOCATION SERVICE DATE (A) LEASED FOOTAGE COSTS INCURRED COSTS (A)
- -------- -------- ------------------ ------- --------- -------------- ------------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Prominence in Buckhead (b) Atlanta, GA 3Q/1999 47% 424,635 $ 66,486 $ 87,000
Reston Town Center Garage Reston, VA 4Q/1999 N/A (c) 8,794 13,000
150 California San Francisco, CA 1Q/2000 11% 201,554 35,483 66,000
John Marshall III McLean, VA 1Q/2000 100% 180,000 35,593 48,000
Riverside Center Newton, MA 2Q/2000 0% 494,710 51,953 112,000
--------- -------- ------------
Total 1,300,899 $198,309(d) $ 326,000
========= ======== ============
</TABLE>
In addition, the Company has entered into an agreement to acquire the
following property upon completion:
<TABLE>
<CAPTION>
ESTIMATED
RENTABLE TOTAL
ESTIMATED PLACE IN PERCENT SQUARE ESTIMATED
PROPERTY LOCATION SERVICE DATE (A) LEASED FOOTAGE COSTS INCURRED COSTS(A)
- -------- -------- ------------------ ------- --------- -------------- ---------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
World Trade Center (e) Seattle, WA 1Q/2000 100% 186,787 $ 66 $ 39,000
======= ==== ========
</TABLE>
The above transaction is contingent upon certain terms and conditions as
set forth in its purchase agreement. There can be no assurance that this
transaction will be consummated as described above.
In addition, the Company has entered into separate joint ventures to
develop the following properties:
<TABLE>
<CAPTION>
ESTIMATED
RENTABLE TOTAL
ESTIMATED PLACE IN PERCENT SQUARE ESTIMATED
PROPERTY LOCATION SERVICE DATE (A) LEASED FOOTAGE COSTS INCURRED COSTS(A)
- -------- -------- ------------------ ------- --------- -------------- ---------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Sunset North Corporate
Campus (f) Bellevue, WA 4Q/1999 53% 460,663 $69,735 $ 81,000
Three Bellevue Center (g) Bellevue, WA 2Q/2000 19% 471,635 22,309 72,000
--------- ------- --------
Total 932,298 $92,044 $153,000
========= ======= ========
</TABLE>
- ---------------
(a) The Estimated Place in Service Date represents the date the certificate of
occupancy has been or is anticipated to be obtained. Subsequent to obtaining
the certificate of occupancy, the Property will undergo a lease up period.
The Total Estimated Costs include amounts attributable to tenanting the
Property.
(b) The Total Estimated Cost of this property excludes a vacant land parcel
valued at approximately $7.8 million. This property was acquired on July 13,
1999 and is currently undergoing lease-up.
(c) This property is a parking facility that will consist of approximately 530
parking spaces and 34,700 square feet of retail space.
(d) Includes $2,303 related to deferred leasing costs. Deferred leasing costs
are classified separately on the Company's balance sheet.
(e) The Company expects to acquire this property upon full occupancy in 2000.
(f) The Costs Incurred and Total Estimated Costs reflect the Company's 80%
interest in this project including the Company's share of the development
loan. The total cost of the project including the joint venture partner's
share is approximately $101 million of which $68 million will be funded by a
development loan. The Company's share of the development loan outstanding at
September 30, 1999 is approximately $42.4 million.
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<PAGE> 32
(g) The Costs Incurred and Total Estimated Costs reflect the Company's 80%
interest in this project including the Company's pro-rata share of the
development loan. The total cost of the project including the joint venture
partner's share is approximately $90 million of which up to $60 million will
be funded by a development loan. The Company's share of the development loan
outstanding at September 30, 1999 is approximately $.8 million.
In addition to the properties described above, the Company owns various
land parcels available for development. However, no significant development
activity is taking place on these sites at this time.
YEAR 2000
OVERVIEW OF Y2K PROBLEM
The Year 2000 or "Y2K" problem refers to the inability of many existing
computer programs to properly recognize a year that begins with "20" instead of
the familiar "19". If left uncorrected, many computer programs having
time-sensitive software may recognize a date using "00" as the year 1900 rather
than the year 2000. The failure to accurately recognize the year 2000 and other
key dates could result in a variety of problems from data miscalculations to the
failure of entire systems. Among the assumptions the Company has made in the
course of this discussion are the following:
- The Company's ability to accurately determine its Y2K readiness on a
cost-effective basis.
- The availability of personnel and systems as required to correct any Y2K
problems known to the Company.
- The continued availability of such personnel and systems on a
commercially reasonable basis throughout 1999.
THE YEAR 2000 PROGRAM
In the early months of 1998, the Company formed a Year 2000 committee for
the purpose of creating a program (the "Program") to identify, understand and
address the myriad of issues associated with the Y2K problem. Such committee is
comprised of representatives from senior management and various departments at
the home and regional offices, including the legal, engineering,
telecommunications, information technology and office services departments. Due
to the wide-ranging implications of the Y2K problem, management decided to carry
out the Program in multiple phases during 1998 and the remainder of 1999. What
follows is a description of the activities that have been or are expected to be
conducted in each phase of the Program, including a summary of the results
obtained to date and a time table for completion. Although many of the phases of
the Program are being carried out simultaneously, the various phases will be
discussed separately.
PHASE ONE -- ASSESSING THE COMPANY'S Y2K READINESS
The initial step in assessing the Company's Y2K readiness consisted of
conducting a study to identify any systems and applications (collectively
referred to as "systems") that are date sensitive and, accordingly, could have
potential Y2K problems. The study included an examination of information
technology and non-information technology systems at the Company's home and
regional offices and at the Company's Properties. The initial step of
identifying potentially problematic systems was completed by the Company's
Information Systems department, building engineers and third party consultants
through a combination of physical inspections and informational interviews with
Company employees.
After identifying systems that could have a potential Y2K problem, the
second step of Phase I focused on determining which of the systems actually have
a Y2K problem. Much of the required information was within the exclusive control
of the Company's vendors and manufacturers, who were contacted through standard
form letters and telephone calls requesting information. In many cases,
information was also available on vendor and manufacturer web sites. Even if a
particular system was represented to be Y2K ready or compliant, the Company, in
many cases, did not consider the system to be Y2K ready until after the Company
confirmed the system's readiness by independent validation testing. The Company
currently plans to perform, or has
32
<PAGE> 33
already performed, validation testing for: (i) all Building Management Systems
(described below); and (ii) with limited exceptions, all information systems
(described below) whose failure could have a catastrophic effect on the daily
operation of the Company. A standard questionnaire was developed for the purpose
of assessing the need to perform validation testing on information systems whose
failure could have a significant adverse effect on the daily operation of any of
the Company's departments. Based on the results of the questionnaire, the
Company elected to perform validation testing on certain systems that received a
criticality rating of significant. The decision of whether or not to perform
validation testing took into consideration a number of factors, including the
reliability of vendor information with respect to the system's Y2K readiness,
the likelihood of a system failure and the availability of workarounds. In
addition to examining the Company's systems for Y2K readiness, the Company
continues to assess the progress of the Building Owners and Managers Association
("BOMA"), the General Services Administration ("GSA") and other industry leaders
that are monitoring the compliance efforts of the major utility and
telecommunications companies. The following is a summary of the Phase One
results obtained to date.
BUILDING MANAGEMENT SYSTEMS
The Company has identified six categories of building management systems in
which it has the most exposure to potential Y2K problems. These categories
include:
- Building automation (e.g. energy management, HVAC)
- Security card access
- Fire and life safety
- Elevator
- Garage revenue control
- Telephone
In the last quarter of 1998, the Company completed a preliminary Y2K
readiness study of the building management systems outlined above at each of the
Company's Properties. Based upon this study, the Company elected to upgrade or
replace specific building management systems that were represented not to be
Year 2000 ready or compliant. The estimated cost of such upgrades and
replacements is described in the Phase Two summary that follows. It is possible
that independent testing of the building management systems may reveal the need
for additional upgrades and replacements. As of October 26, 1999, the Company
has completed validation testing for approximately 92% of the Building
Management Systems. It should be noted that the garage revenue control systems
for the Equity Capital Holdings parking garages were inventoried, assessed and
tested separate from the Building Management Systems for the remainder of the
Company. The inventory and assessment phase for these systems was completed in
the third quarter of 1999. Validation testing was successfully completed in
October, 1999.
INFORMATION SYSTEMS
The Company's information systems falls into four general categories:
accounting and property management, network operating systems, desktop software
and secondary systems.
ACCOUNTING AND PROPERTY MANAGEMENT
Management believes that it has determined the Company's exposure with
respect to the Company's accounting and property management software (MRI).
Testing of the MRI software and installation of Y2K upgrades has been completed,
bringing that system to full Y2K readiness.
The Company replaced the general ledger component of the MRI system during
Third Quarter 1999 to a new JD Edwards implementation. The software is certified
by the vendor to be fully Y2K compliant and is known to have successfully been
tested for Y2K compliance by other companies. Based on the available
information, Management concluded that additional Y2K testing of this system was
not warranted. Accounts
33
<PAGE> 34
Payable and Property Management modules of the JD Edwards software are currently
being prepared for future implementation. Those modules within MRI will continue
to be used until such replacement occurs.
NETWORK OPERATING SYSTEMS
Management believes that the network operating systems on its servers are
currently 100% Y2K ready. All servers have to date been upgraded with a software
patch from the software manufacturer. There has very recently been a general
industry communication from the manufacturer, however, indicating possible Y2K
problems under certain circumstances. They are also providing additional
software patches to address these situations. Although it is considered unlikely
that these limited situations will affect the Company, this will continue to be
monitored and dealt with in the most appropriate manner prior to December 31,
1999.
DESKTOP SOFTWARE
Management believes that all of the Company's desktop systems and software
applications have been reviewed. Management has identified those that are not in
compliance and compiled a list of necessary upgrades. The efforts to ready the
Company's desktop systems for Y2K are being directed towards a broader Company
initiative referred to as EO2000. As part of the EO2000 program, the Company
currently intends to install Windows NT and Microsoft Office 97 on all field and
home office desktop systems. It is currently anticipated that all field
installations will be completed by the end of November 1999. The Company does
not intend to install Windows NT in the corporate office until the first and
second quarters of 2000. As such, a software patch will be installed to upgrade
the Windows95 operating system currently used in the corporate office and to
install Microsoft Office97 software.
The Company's time frame for EO 2000 is expected to be as follows:
- Systems (hardware and software) testing for Y2K readiness -- Complete
- Install updated software that will also provide Y2K readiness -- In
Progress
- Complete installation/full Y2K readiness at Company
Properties -- November 1999
- Complete installation of software patches at corporate office -- November
1999
SECONDARY INFORMATION SYSTEMS
The Company's "secondary" information systems include, but are not limited
to: payroll, human resources, fixed-asset system, forecasting modeling software,
and all types of internally developed software, such as the Company's budget
program and tenant-services system. The Company has retained a third party
consultant to assist in identifying and assessing the readiness of its
information systems, including the secondary systems. As mentioned above, the
Company tested a number of the systems, including secondary systems, that were
represented by the vendors or manufacturers to be Year 2000 ready or compliant.
With limited exceptions, all systems that received a criticality rating of
catastrophic will be (or have been) tested. In addition, based on the results of
questionnaires referred to above, the Company elected to perform validation
testing on certain systems that received a criticality rating of significant.
TELECOMMUNICATION SYSTEMS
Management generally believes that the Company's internal telephone system
is not date sensitive and should not be materially affected by Y2K problems.
Although there could be some convenience issues such as inaccurate voice-mail
message date stamps, such problems are not expected to be material and, in large
part, should be corrected prior to the year 2000.
As a further note, a recent management decision was made to purchase and
install a new telephone system for the Corporate office. Plans are well under
way to install and convert to the new system (confirmed by the manufacturer to
be Y2K compliant) during the fourth quarter of 1999.
34
<PAGE> 35
PHASE TWO -- DETERMINING THE COST OF ACHIEVING Y2K READINESS AND IMPLEMENTING
THE Y2K ACTION PLAN
Based upon the preliminary studies that were completed in January 1999, the
Company budgeted approximately $7.4 million for the upgrade and replacement of
building management systems having potential Y2K related problems. As of October
26, 1999, it appears that the actual cost will be closer to $4.5 million. This
amount equates to an average of approximately $.06 per rentable square foot at
each of the Company's Properties and does not include any costs to upgrade or
replace garage revenue control systems in the Equity Capital Holdings parking
garages. The Company spent approximately $.3 million in connection with the
assessment and testing of the Equity Capital Holdings parking garage revenue
control systems. In addition, approximately $1.1 million was spent to upgrade
and replace garage revenue control systems. Although the upgrade or replacement
of garage revenue control systems corrected potential Y2K problems, many of the
systems were previously scheduled for replacement and the correction of
potential Y2K problems was not the primary reason for the upgrade or replacement
of the systems. It is management's belief that, with respect to the Company's
Office Properties, a large part of the cost of bringing the building management
systems into compliance will be considered to be reimbursable to the Company
under most tenant leases or is being incurred as part of a broader initiative to
improve building operating systems.
The estimated cost of the EO2000 initiative is $5.5 million. The primary
purpose of EO2000 is to provide consistency across the Company, lower support
costs and provide for a standard operating system that will allow the Company to
efficiently roll out new systems and applications that are strategic to the
Company's business operations. Although the implementation of EO2000 will
correct some potential Y2K problems, the correction of such problems was not the
primary motivation behind the EO2000 initiative. The Company is still in the
process of completing Phases One and Two of the Program with respect to
Information Systems. Approximately $.3 million was spent in Phase I to identify
Information Systems that could have potential Y2K problems and to obtain
information from the vendors and manufacturers of such systems concerning Y2K
readiness. The Company currently projects that it will cost approximately $.65
million to complete testing, validation and remediation of all corporate and
desktop Information Systems.
PHASE THREE -- ASSESSING THE RISKS TO THE COMPANY OF NON-COMPLIANCE
Management does not currently believe that the impact of the Y2K problem
will have a material adverse effect on the Company's financial condition and
results of operations. Such belief is based on management's analysis of the
risks to the Company related to the Company's own potential Y2K problems
discussed above, as well as its assessment of the Y2K problems of the Company's
vendors, suppliers and customers.
FAILURE OF BUILDING MANAGEMENT SYSTEMS
Management believes that the Y2K risks to the Company's financial condition
and operation associated with a failure of building management systems is
immaterial due to the fact that most building management systems can be operated
in a manual or by-pass mode, thereby negating the Y2K problem until it can be
corrected. In addition, each of the Company's Properties has, for the most part,
separate building management systems. Accordingly, a Y2K problem that is
experienced at one Property should have no effect on other Properties. In
addition, based upon the study results received to date, management believes
that the Company will have sufficient time to correct those system problems
within its control before the year 2000. The Company has currently performed
testing of building systems for approximately 92% of the Company's Properties.
There are several installation or upgrades that remain to be performed and
testing of the new or upgraded systems will continue throughout 1999.
In the event the Company does experience a failure of essential building
management systems at one or more of the Company's buildings, whether due to a
failure of one of its systems or an interruption of utilities, management
believes that the individual tenant leases will protect the Company from claims
of constructive eviction or other remedies that could result in a termination of
lease rights. It is also management's belief that most of its leases eliminate,
limit or quantify the rights of a tenant to receive an abatement under such
circumstances. Although there is always a risk of claims being brought on a
non-contractual basis (e.g. in tort), it is the Company's belief that its
efforts to identify and solve Y2K problems will minimize such risk.
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<PAGE> 36
The Company has also attempted to allocate the risk of non-compliance to the
vendors and manufacturers of the building management and information systems by
establishing standard riders and addenda to be attached to new contracts for
systems using time sensitive data.
FAILURE OF INFORMATION SYSTEMS
Since the Company's major source of income is rental payments under long
term leases, the failure of key information systems is not expected to have a
material adverse effect on the Company's financial condition and results of
operations. Even if the Company were to experience problems with its information
systems, the payment of rent under the leases would not be excused. In addition,
the Company expects to correct those information system problems within its
control before the year 2000, thereby minimizing or avoiding the increased cost
of correcting problems after the fact.
THE Y2K PROBLEMS OF THE COMPANY'S VENDORS
The success of the Company's business is not closely tied to the operations
of any one manufacturer, vendor or supplier. Accordingly, if any of the
Company's manufacturers, vendors or suppliers ceases to conduct business due to
Y2K related problems, the Company expects to be able to contract with alternate
providers without experiencing any material adverse effect on the Company's
financial condition and results of operations. The Company has received a Year
2000 Readiness Disclosure from its transfer agent, Equiserve, indicating that it
is on track with all of its system readiness and testing, as well as its
development of contingency plans.
THE Y2K PROBLEMS OF THE COMPANY'S CUSTOMERS
Due to our broad customer/tenant base, the success of the Company's
business is not closely tied to the success of any particular tenant.
Accordingly, management believes that there should not be a material adverse
effect on the Company's financial condition and results of operations if any one
of its tenants ceased to conduct business (and pay rent) due to Y2K related
problems. This would not necessarily be the case, however, were Y2K problems
sufficiently pervasive as to affect the financial conditions of a material
number of the Company's tenants. As part of its efforts to keep its tenants
advised as to the steps the Company is taking to address potential Y2K problems,
the Company has also requested that its tenants provide it with periodic updates
as to their Y2K readiness.
DOOMSDAY SCENARIO
The Company is aware of the view that the world's Y2K problem, if
uncorrected, may result in an economic crisis of global proportions. The Company
is unable to determine whether such predictions are true or false. As mentioned
above, the Company expects that the nature of its income (rent from good credit
tenants under long term leases) should serve as a hedge against any short term
disruptions of business. However, if the doomsday scenarios prove true, all
companies (including Equity Office Properties Trust) will experience the
effects.
PHASE FOUR -- DEVELOPING CONTINGENCY PLANS
A Y2K Operating Contingency Plan template and Y2K Systems Contingency Plan
template have been completed and distributed to all of the Company Properties.
The Operating Contingency Plan addresses a variety of issues involved with the
operation of the Company Properties, including a plan for communicating with our
tenants pre-millennium and post-millennium. The Systems Contingency Plan focuses
on a potential failure of building management systems. Based upon the templates,
the Company's office building managers and engineers will develop building
specific contingency plans. Upon completion, the individual building plans will
be subject to review and approval by each Regional Vice President of Management
and Regional Engineer. As of October 26, 1999, approximately 75% of the
contingency plans have been completed and submitted to the Regional Vice
Presidents of Management and Regional Engineers for review and approval. In
certain instances (e.g. third party operated garages), the Company has requested
that contingency plans be
36
<PAGE> 37
prepared by the third party managers for review and approval by the Company. The
determination of whether or not to develop contingency plans for specific
information systems was made on a case-by-case basis based upon the criticality
rating of the individual system (i.e. catastrophic or significant), the results
of the standard questionnaire referred to above and the likelihood that a
contingency plan could be successfully implemented. Using this criterion, the
Company has decided to develop contingency plans for 16 separate 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.
The following table reflects the calculation of the Company's Funds from
Operations for the three months ended September 30, 1999 and 1998 on a
historical basis:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
-----------------------
(DOLLARS IN THOUSANDS) 1999 1998
- ------------------------------------------------------------ --------- ---------
<S> <C> <C>
Income before allocation to minority interests, income from
investment in unconsolidated joint ventures and
extraordinary items......................................... $ 106,153 $ 96,176
Add back (deduct):
(Income) allocated to minority interests for partially
owned properties....................................... (500) (572)
Income from investment in unconsolidated joint ventures... 3,031 3,129
Depreciation and amortization (real estate related)....... 91,171 80,388
Net amortization of discount/premium on mortgage debt..... 77 285
Put option settlement..................................... (4,627) --
Preferred distributions................................... (10,907) (8,427)
--------- ---------
Funds from Operations(1).................................... 184,398 170,979
Less deferred rental revenue.............................. (17,122) (17,686)
Plus deferred rental expense.............................. 466 654
--------- ---------
Adjusted Funds from Operations.............................. $ 167,742 $ 153,947
========= =========
Cash Flow Provided By (Used For):
Operating Activities...................................... $ 177,750 $ 160,449
Investing Activities...................................... $(126,977) $(650,384)
Financing Activities...................................... $ (66,941) $ 577,540
Ratio of earnings to combined fixed charges and preferred
share distributions....................................... 1.8 1.8
</TABLE>
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<PAGE> 38
The following table reflects the calculation of the Company's Funds from
Operations for the nine months ended September 30, 1999 and 1998 on a historical
basis:
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-----------------------
(DOLLARS IN THOUSANDS) 1999 1998
- ------------------------------------------------------------ --------- -----------
<S> <C> <C>
Income before allocation to minority interests, income from
investment in unconsolidated joint ventures, net gain on
sales of real estate and extraordinary items................ $ 310,973 $ 278,386
Add back (deduct):
(Income) allocated to minority interests for partially
owned properties....................................... (1,398) (1,608)
Income from investment in unconsolidated joint ventures... 8,081 8,155
Depreciation and amortization (real estate related)....... 270,402 223,386
Net amortization of discount/premium on mortgage debt..... (299) 816
Put option settlement..................................... (4,627) --
Preferred distributions................................... (32,695) (23,130)
--------- -----------
Funds from Operations(1).................................... 550,437 486,005
Less deferred rental revenue.............................. (48,895) (50,406)
Plus deferred rental expense.............................. 1,582 1,960
--------- -----------
Adjusted Funds from Operations.............................. $ 503,124 $ 437,559
========= ===========
Cash Flow Provided By (Used For):
Operating Activities...................................... $ 518,473 $ 506,140
Investing Activities...................................... $(367,755) $(1,926,369)
Financing Activities...................................... $(198,049) $ 1,331,732
Ratio of earnings to combined fixed charges and preferred
share distributions....................................... 1.8 1.9
</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.
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<PAGE> 39
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Since December 31, 1998, there have been no material changes in the
information regarding market risk that was provided in the Company's Form 10-K
for the year ended December 31, 1998, except as provided below:
On August 12, 1999, the Company and the WR Holders amended their put option
agreement to defer to August 13, 2000 (or to August 13, 2001 at the option of
the WR Holders) the exercise date for 1,717,844 of the 3,435,688 Common Shares
affected by the put option agreement (a maximum exposure to the Company of
approximately $54.1 million when and if this put option is exercised). The
Company and the WR Holders also agreed to cancel the put option on the remaining
1,717,844 Common Shares in exchange for the Company's payment to the WR Holders
of approximately $11.3 million on September 13, 1999. The payment represented
the excess of (x) $31.50 over (y) $24.90 (the average price of a Common Share
calculated over the five trading days immediately prior to August 13, 1999), for
each of 1,717,844 Common Shares affected by the put option agreement. The
portion of the amounts paid in excess of $29.10625 per Common Share totaling
approximately $4.1 million were expensed by the Company. The remaining $7.2
million of the payment was recorded as a reduction to shareholders' equity.
On August 13, 2000 (or August 13, 2001 at the option of the WR Holders),
the WR Holders can require the Company to purchase all or a portion of the
remaining 1,717,844 Common Shares issued to them in the acquisition at a price
equal to $31.50 per Common Share. Prior to such date, if the WR Holders sell all
or a portion of their Common Shares to a third party for a price less than
$29.10625, then the Company is obligated to pay to the WR Holders for each
Common Share sold at such lower price an amount equal to the difference between
$29.10625 and such lower price, not to exceed $3.00 per Common Share. Any
amounts paid by the Company as a result of such sales will be recorded as a
reduction in shareholders' equity. For put options exercised as aforesaid, any
amounts paid up to $29.10625 per Common Share would be reflected as a reduction
in shareholders' equity; the portion of any amounts paid in excess of $29.10625
per Common Share (not to exceed $2.39375 per Common Share up to an aggregate of
approximately $4.1 million) will be expensed. The $4.1 million portion of the
total potential payment is being amortized by the Company on a straight-line
basis over the period between August 13, 1999 and August 13, 2000.
The Company's cash flows could decrease by up to $5.2 million if, prior to
August 13, 2000, the WR Holders sell all their Common Shares to third parties.
Cash flows of the Company may decrease by up to approximately $54.1 million if
the WR Holders exercise their rights under the put option agreement on August
13, 2000 (or August 13, 2001, if extended at the option of the WR Holders).
There will be no impact on cash flows or net income from this transaction if the
put option is not exercised.
Effective as of September 3, 1998, the Company amended its pre-existing put
option agreement with the seller of the Columbus America Properties (the "CA
Holder") related to 1,692,546 Units issued at acquisition. The CA Holder has the
option at any time after January 1, 1999 until the earlier of (a) September 3,
2000 or (b) the date the CA Holder has converted all of its Units to Common
Shares, to require the Company to purchase the Units at a price equal to $29.00
per Unit. Under the terms of the agreement, prior to September 3, 1999, the
option shall be limited to an aggregate of 846,273 Units. In October, 1999, the
CA Holder exercised its option to require the Company to purchase 1,675,000
Units at a price equal to $29.00 per Unit for a total of approximately $48.6
million. The Company recognized the $48.6 million payment as a reduction of
minority interest and retired the Units.
The Company also terminated four forward rate interest protection
agreements during the third quarter for gross proceeds to the Company of
approximately $1.4 million. The Company currently has no outstanding interest
rate protection agreements.
39
<PAGE> 40
ITEM 5. OTHER EVENTS
On September 24, 1999, Broadband Office, Inc. ("Broadband") and the Company
entered into an agreement whereby Broadband issued 2,391,180 voting common
shares to the Company on September 28, 1999, in exchange for the Company's
agreement to enter into telecommunications licensing agreements ("TLAs") with
Broadband. Broadband is a provider of broadband data, video and voice
communication services, delivered to office building tenants. The terms of the
agreement require the Company to use good faith efforts to finalize and enter
into TLAs with respect to certain Office Properties within a stated period of
time. The Company's ownership of the common shares is contingent on the future
execution of the TLAs in accordance with the agreement. The shares issued to the
Company are not currently registered, and Broadband is not currently qualified
as a public reporting company under the Securities Exchange Act of 1934.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
(27) Financial Data Schedule
(b) Reports on Form 8-K:
None.
40
<PAGE> 41
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.
<TABLE>
<S> <C>
EQUITY OFFICE PROPERTIES TRUST
Date: November 8, 1999 By: /s/ STANLEY M. STEVENS
--------------------------------------------
Stanley M. Stevens
Executive Vice President,
Chief Legal Counsel and Secretary
Date: November 8, 1999 By: /s/ RICHARD D. KINCAID
--------------------------------------------
Richard D. Kincaid
Executive Vice President,
Chief Financial Officer
</TABLE>
41
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 19,749
<SECURITIES> 0
<RECEIVABLES> 174,738
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 746,582
<PP&E> 14,061,966
<DEPRECIATION> (599,993)
<TOTAL-ASSETS> 14,403,042
<CURRENT-LIABILITIES> 553,488
<BONDS> 6,108,823
0
615,000
<COMMON> 2,521
<OTHER-SE> 7,123,210
<TOTAL-LIABILITY-AND-EQUITY> 14,403,042
<SALES> 0
<TOTAL-REVENUES> 1,447,770
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (878,998)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (310,435)
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> (10,548)
<CHANGES> 0
<NET-INCOME> 247,789
<EPS-BASIC> 0.96
<EPS-DILUTED> 0.95
</TABLE>
