<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 9, 1998
WEEKS REALTY, L.P.
(Exact name of registrant as specified in its charter)
Georgia 000-22933 58-2121388
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(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
4497 Park Drive, Norcross, Georgia 30093
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(Address of principal executive offices, including zip code)
(770) 923-4076
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(Registrant's telephone number, including area code)
<PAGE>
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The financial statements required by Item 7(a)(3) relating to the
acquisition of the Beacon Centre Acquisition Property described
in Item 2 of Form 8-K of Weeks Realty, L.P. (the "Operating
Partnership"), dated January 9, 1998 are attached hereto as
Exhibit A and incorporated herein by this reference.
(b) Pro Forma Financial Information
The unaudited pro forma financial information required by Item
7(b) relating to the Beacon Centre Acquisition Property described
in Item 2 of Form 8-K of Weeks Realty, L.P., dated January 9, 1998
is attached hereto as Exhibit B and incorporated herein by this
reference.
(c) Exhibits
Exhibit
No. Description
------------------------------------------------------------------
A Financial statements required by Item 7(a)(3).
B Pro forma financial information required by Item 7(b).
23.1 Consent of Independent Auditors
<PAGE>
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 hereunto duly authorized.
WEEKS REALTY, L.P.
Registrant
By: Weeks GP Holdings, Inc., general partner
Date: February 17, 1998 /s/ David P. Stockert
----------------------------------------------
David P. Stockert
Senior Vice President and
Chief Financial Officer
<PAGE>
Index to Exhibits
Exhibit Description Page
------- ----------- ----
A Financial statements required by Item 7(a)(3) 5
B Pro forma financial information required by Item 7(b) 10
23.1 Consent of Independent Auditors 18
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statements File
Nos. 33-96534, 333-1106, 333-42821 and 333-32755 of Weeks Corporation on Form
S-3 and Registration Statements File Nos. 333-1108 and 333-18305 on Form S-8 and
File No. 333-32755 of Weeks Realty, L.P. on Form S-3 of our report dated January
30, 1998 relating to the statement of revenues and certain expenses of Beacon
Centre Acquisition Property for the year ended December 31, 1996 appearing in
the Report on Form 8-K/A of Weeks Corporation and Weeks Realty, L.P. dated
January 9, 1998.
DELOITTE & TOUCHE LLP
Miami, Florida
February 13, 1998
18
<PAGE>
Exhibit A
BEACON CENTRE ACQUISITION PROPERTY
COMBINED STATEMENTS OF REVENUE AND
CERTAIN EXPENSES
FOR THE YEAR
ENDED DECEMBER 31, 1996 AND FOR THE
NINE MONTHS IN THE PERIOD ENDED SEPTEMBER 30, 1997 (UNAUDITED)
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Partners of
Weeks Realty, L.P.:
We have audited the statement of revenues and certain expenses of the Beacon
Centre Acquisition Property (the "Property") for the year ended December 31,
1996. This financial statement is the responsibility of the Property's
management. Our responsibility is to express an opinion on the financial
statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. An audit also includes
assessing the accounting principles used and the significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
The accompanying statement of revenues and certain expenses was prepared for the
purpose of complying with the rules and regulations of the Securities and
Exchange Commission (for inclusion in the filings on Form 8-K of Weeks
Corporation and Weeks Realty, L.P.). Material amounts, described in Note 1 to
the statement of revenues and certain expenses, that would not be comparable to
those resulting from future operations of the acquired Property are excluded,
and the statement is not intended to be a complete presentation of the acquired
Property's revenues and expenses.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the revenues and certain expenses of the Beacon Centre
Acquisition Property for the year ended December 31, 1996 in conformity with
generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Miami, Florida
January 30, 1998
<PAGE>
BEACON CENTRE ACQUISITION PROPERTY
STATEMENT OF REVENUES AND CERTAIN EXPENSES
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<TABLE>
<CAPTION>
Nine Months
in the Period Year
Ended Ended
September 30, 1997 December 31, 1996
(Unaudited)
<S> <C> <C>
REVENUES:
Rental income $ 12,558,141 $ 14,347,852
Tenant reimbursements 966,650 1,197,883
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Total revenues 13,524,791 15,545,735
------------ ------------
CERTAIN EXPENSES:
Property operating and maintenance 1,652,092 1,766,475
Real estate taxes 1,578,299 1,973,991
------------ ------------
Total certain expenses 3,230,391 3,740,466
------------ ------------
REVENUES IN EXCESS OF
CERTAIN EXPENSES $ 10,294,400 $ 11,805,269
============ ============
</TABLE>
See notes to the statement of revenues and certain expenses.
<PAGE>
BEACON CENTRE ACQUISITION PROPERTY
NOTES TO THE STATEMENT OF REVENUES AND CERTAIN EXPENSES
- --------------------------------------------------------------------------------
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Beacon Centre Acquisition Property (the "Property"), consists of 24
buildings and construction in progress in the Beacon Centre project
located in Miami-Dade County, Florida. The Property was acquired by Weeks
Corporation (the "Company"), an unrelated party through its majority owned
subsidiary, Weeks Realty, L.P. (the "Operating Partnership") on January 9,
1998. The statement of revenues and certain expenses includes information
related to the operation of the Property for the year ended December 31,
1996 as recorded by the previous owner.
The accompanying historical financial statement information is presented
in conformity with Rule 3-14 of the Securities and Exchange Commission.
Accordingly, the financial statement is not representative of the actual
operations for the year ended December 31, 1996 as certain expenses, which
may not be comparable to the expenses expected to be incurred in future
operations of the Property, have been excluded. Expenses excluded consist
of property management fees and related costs and expenses, interest,
depreciation and amortization, and other costs not directly related to the
future operations of the Property after acquisition.
The Company and the previous owner are not aware of any material factors
relating to the Property that would cause the reported financial
information not to be necessarily indicative of future operating results.
The statement of revenues and certain expenses for the nine months in the
period ended September 30, 1997 has not been audited. In the opinion of
management, all adjustments, consisting solely of normal recurring
adjustments necessary for the fair presentation of the statement of
revenues and certain expenses for the interim period, have been included.
The results of operations for the nine month period ended September 30,
1997 are not necessarily indicative of results which ultimately may be
achieved for the year.
Management's Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Rental Income - Rental income is recognized on a straight-line basis over
the terms of the related leases.
Property Operating and Maintenance Expenses - Property operating and
maintenance expenses consist primarily of utilities, repairs and
maintenance, security and safety, cleaning, and other expenses.
<PAGE>
2. OPERATING LEASES
Operating revenue is principally obtained from tenant rentals under
noncancelable operating lease agreements. The future minimum rentals under
noncancelable operating lease agreements as of December 31, 1996 are as
follows:
December 31, Amount
1997 $ 15,957,338
1998 15,066,299
1999 13,308,008
2000 10,210,449
2001 7,218,811
Thereafter 16,801,108
------------
Total $ 78,562,013
============
* * * * * *
<PAGE>
Exhibit B
Weeks Realty, L.P.
Pro Forma Condensed Consolidated Statements of Operations
(Unaudited)
The unaudited pro forma condensed consolidated statements of operations are
presented as if the Operating Partnership acquired as of January 1, 1996, the
Beacon Centre Acquisition Properties acquired on January 9, 1998 (described in
the Operating Partnership's Current Report on Form 8-K dated January 9, 1998)
and the NWI and Lichtin 1997 Acquisition Properties acquired on various dates
during 1997 (described in the Operating Partnership's Current Report on Form 8-K
dated February 17, 1998 and filed on February 18, 1998). The unaudited combined
results of operations of the NWI and Lichtin 1997 Acquisition Properties for the
nine months ended September 30, 1997 include the historical revenue and certain
operating expenses of these properties through their respective acquisition
dates (see Note 1 to the combined statements of revenue and certain expenses
included as Exhibits A and B to the Operating Partnership's Current Report on
Form 8-K dated February 17, 1998 and filed on February 18, 1998). The actual
operating results of the NWI and Lichtin 1997 Acquisition Properties, subsequent
to their acquisition dates are included in the historical financial statements
of the Operating Partnership. In management's opinion, all adjustments necessary
to present fairly the effects of these acquisitions have been made.
These unaudited pro forma condensed consolidated statements of operations should
be read in conjunction with the unaudited pro forma condensed consolidated
balance sheet of the Operating Partnership included herein, the consolidated
financial statements and accompanying notes thereto of the Operating Partnership
for the year ended December 31, 1996 included in its Form 10/A dated and filed
on October 1, 1997, and the unaudited condensed consolidated financial
statements and accompanying notes thereto of the Operating Partnership included
in its September 30, 1997 Quarterly Report on Form 10-Q.
The unaudited pro forma condensed consolidated statements of operations are not
necessarily indicative of what the actual results of operations of the Operating
Partnership would have been assuming the Operating Partnership had acquired the
Beacon Centre Acquisition Properties and the NWI and Lichtin 1997 Acquisition
Properties as of the beginning of each period presented, nor do they purport to
represent the results of operations for future periods.
<PAGE>
Weeks Realty, L.P.
Pro Forma Condensed Consolidated Statement of Operations
For the Nine Months Ended September 30, 1997
(Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Operating Beacon Centre Lichtin 1997 NWI 1997
Partnership Acquisition Acquisition Acquisition Pro Forma
Historical/(a)/ Properties/(b)/ Properties/(c/) Properties/(d)/ Adjustments Pro Forma
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Revenue
Rental income $ 57,326 $ 12,558 $ 2,437 $ 504 $ -- $ 72,825
Tenant reimbursements 7,319 966 1,179 108 -- 9,572
Income from direct financing lease 565 -- -- -- -- 565
Other 406 -- -- -- -- 406
- --------------------------------------------------------------------------------------------------------------------------------
Total revenue 65,616 13,524 3,616 612 -- 83,368
- --------------------------------------------------------------------------------------------------------------------------------
Expenses
Property operating and maintenance 7,720 1,652 1,176 64 -- 10,612
Real estate taxes 5,394 1,578 215 83 -- 7,270
Depreciation and amortization 17,344 -- -- -- 4,842/(e)/ 22,186
Interest 14,341 -- -- -- 10,747/(f)/ 25,088
Amortization of deferred
financing costs 679 -- -- -- -- 679
General and administrative 3,675 -- -- -- 817/(g)/ 4,492
- --------------------------------------------------------------------------------------------------------------------------------
Total expenses 49,153 3,230 1,391 147 16,406 70,327
- --------------------------------------------------------------------------------------------------------------------------------
Income before equity in earnings of
unconsolidated entities, interest
income and gain on sale of real
estate asset 16,463 10,294 2,225 465 (16,406) 13,041
Equity in earnings of unconsolidated
entities 1,538 -- -- -- -- 1,538
Interest income 996 -- -- -- -- 996
Gain on sale of real estate property 209 -- -- -- -- 209
- ---------------------------------------------------------------------------------------------------------------------------------
Net income $ 19,206 $ 10,294 $ 2,225 $ 465 $ (16,406) $ 15,784
- ---------------------------------------------------------------------------------------------------------------------------------
Earnings Per Unit Data:
Basic $ 0.92 -- -- -- -- $ 0.70
Diluted $ 0.91 -- -- -- -- $ 0.70
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Weighted average Units
Basic 20,816 -- -- -- 1,636(h) 22,452
Diluted 21,018 -- -- -- 1,636(h) 22,654
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</TABLE>
<PAGE>
Weeks Realty, L.P.
Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 1996
(Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Operating Beacon Centre Lichtin 1997 NWI 1997
Partnership Acquisition Acquisition Acquisition Pro Forma
Historical/(a)/ Properties/(b)/ Properties/(c/) Properties/(d)/ Adjustments Pro Forma
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Revenue
Rental income $ 48,162 $ 14,348 $ 4,347 $ 702 $ -- $ 67,559
Tenant reimbursements 4,517 1,198 2,187 114 -- 8,016
Income from direct financing lease 768 -- -- -- -- 768
Other 436 -- -- -- -- 436
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Total revenue 53,883 15,546 6,534 816 -- 76,779
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Expenses
Property operating and maintenance 6,025 1,766 2,100 110 -- 10,001
Real estate taxes 4,725 1,974 381 52 -- 7,132
Depreciation and amortization 13,474 -- -- -- 6,538/(e)/ 20,012
Interest 11,779 -- -- -- 14,324/(f)/ 26,103
Amortization of deferred
financing costs 864 -- -- -- -- 864
General and administrative 3,039 -- -- -- 877/(g)/ 3,916
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Total expenses 39,906 3,740 2,481 162 21,739 68,028
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Income before equity in earnings of
unconsolidated entities
and interest income 13,977 11,806 4,053 654 (21,739) 8,751
Equity in earnings of unconsolidated
entities 1,340 -- -- -- -- 1,340
Interest income 492 -- -- -- -- 492
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Net income $ 15,809 $ 11,806 $ 4,053 $ 654 $ (21,739) $ 10,583
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Earnings Per Unit Data:
Basic $ 1.11 -- -- -- -- $ 0.65
Diluted $ 1.10 -- -- -- -- $ 0.64
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Weighted average units:
Basic 14,280 -- -- -- 2,049(h) 16,329
Diluted 14,386 -- -- -- 2,049(h) 16,435
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</TABLE>
<PAGE>
Weeks Realty, L.P.
Notes and Assumptions to Unaudited Pro Forma
Condensed Consolidated Statements of Operations
a) Represents the Operating Partnership's unaudited condensed consolidated
statement of operations contained in its Quarterly Report on Form 10-Q for
the nine months ended September 30, 1997, and the Operating Partnership's
consolidated statement of operations for the year ended December 31, 1996
included in its Form 10/A dated and filed with the Commission on October 1,
1997, respectively.
b) Represents the rental income, tenant reimbursements, real estate taxes and
property operating and maintenance expenses for the Beacon Centre
Acquisition Properties included herein in Exhibit A.
c) Represents the rental income, tenant reimbursements, real estate taxes and
property operating and maintenance expenses for the Lichtin 1997
Acquisition Properties as set forth in Exhibit A to the Operating
Partnership's Form 8-K dated February 17, 1998 and filed on February 18,
1998.
d) Represents the rental income, tenant reimbursements, real estate taxes and
property operating and maintenance expenses for the NWI 1997 Acquisition
Properties as set forth in Exhibit B to the Operating Partnership's Form
8-K dated February 17, 1998 and filed on February 18, 1998.
e) Represents adjustment to reflect depreciation expense based upon the
assumed allocation of the acquisition price to land, buildings and
improvements using a 35 year life for buildings and the life of the lease
for tenant improvements for the periods indicated. Aggregate pro forma
depreciation expense for the nine months ended September 30, 1997 was
$3,845,000 for the Beacon Centre Acquisition Properties and $997,000 for
the NWI and Lichtin 1997 Acquisition Properties for periods prior to their
respective acquisition dates (see Note 1 to the combined statements of
revenues and certain expenses of the NWI and Lichtin 1997 Acquisition
Properties as set forth in Exhibits A and B to the Operating Partnership's
Form 8-K dated February 16, 1998 and filed on February 17, 1998). Aggregate
pro forma depreciation expense for the year ended December 31, 1996 was
$5,126,000 and $1,412,000 for the Beacon Centre Acquisition Properties and
NWI and Lichtin 1997 Acquisition Properties, respectively.
f) Represents increased interest expense, associated with borrowings utilized
to acquire the Beacon Centre Acquisition Properties, of $8,634,000 and
$11,511,000 for the nine months ended September 30, 1997 and the year ended
December 31, 1996, respectively. Amounts reflect interest costs relating to
additional borrowings under the Operating Partnership's revolving credit
facility of $68.5 million at a weighted average interest rate of 7.0% and
assumed mortgage debt of $78.2 million at a weighted average interest rate
of 8.59%. Additionally, the amounts includes interest expense for periods
prior to the Lichtin 1997 Acquisition Properties' respective acquisition
dates of $2,113,000 and $2,813,000 for the nine months ended September 30,
1997 and the year ended December 31, 1996, respectively (see Note 1 to the
combined statements of revenue and certain expenses as set forth in Exhibit
A to the Operating Partnership's Form 8-K dated February 16, 1998 and filed
on February 17, 1998), associated with approximately $24.0 million of
mortgage debt assumed at a weighted average interest rate of approximately
9.0% and additional Operating Partnership revolving credit facility
borrowings of approximately $37.6 million at an interest rate of 7.00%
which were utilized to acquire the Lichtin 1997 Acquisition Properties.
g) Represents management fees at 3% of total revenues and other general and
administrative expenses under the Operating Partnership's third-party
management arrangement for the Beacon Centre Acquisition Properties.
<PAGE>
h) Represents the adjustment of weighted average units outstanding to reflect
the units in the Operating Partnership issued in conjunction with the
acquisitions of the Beacon Centre Acquisition and the NWI and Lichtin 1997
Acquisition Properties.
<PAGE>
Weeks Realty, L.P.
Pro Forma Condensed Consolidated Balance Sheet
September 30, 1997
(Unaudited)
The unaudited pro forma condensed consolidated balance sheet is presented as if
the acquisition of the Beacon Centre Acquisition Properties for a total
acquisition price of approximately $175.0 million and the acquisition of certain
of the Lichtin and NWI 1997 Acquisition Properties which occurred subsequent to
September 30, 1997 (consisting of four properties acquired from Lichtin and two
properties from NWI for total acquisition consideration of approximately $43.4
million) had occurred as of September 30, 1997. The unaudited pro forma
condensed consolidated balance sheet is not necessarily indicative of what the
actual financial position would have been at September 30, 1997, nor does it
purport to represent the future financial position of the Operating Partnership.
The unaudited pro forma condensed consolidated balance sheet should be read in
conjunction with the unaudited pro forma condensed consolidated statements of
operations of the Operating Partnership included herein, the consolidated
financial statements and accompanying notes thereto of the Operating Partnership
for the year ended December 31, 1996 included in its Form 10/A dated and filed
on October 1, 1997, and the unaudited condensed consolidated financial
statements and accompanying notes thereto of the Operating Partnership included
in its September 30, 1997 Quarterly Report on Form 10-Q.
<PAGE>
Weeks Realty, L.P.
Pro Forma Condensed Consolidated Balance Sheet
September 30, 1997
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Operating
Partnership Pro Forma
Historical/(a)/ Adjustments Pro Forma
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Assets
Land $ 98,279 $ 32,041/(b)/ $ 130,320
Building and improvements 578,722 186,317/(b)/ 765,039
Accumulated depreciation (56,639) -- (56,639)
- -------------------------------------------------------------------------------------------------------------------
Operating real estate assets 620,362 218,358 838,720
Developments in progress 72,415 -- 72,415
Land held for future development 9,833 -- 9,833
- -------------------------------------------------------------------------------------------------------------------
Net real estate assets 702,610 218,358 920,968
Real estate loans 24,619 -- 24,619
Cash and cash equivalents 476 -- 476
Receivables 6,387 -- 6,387
Direct financing lease 5,032 -- 5,032
Deferred costs, net 12,530 -- 12,530
Investments in and notes receivable
from unconsolidated subsidiaries 8,876 -- 8,876
Other assets 2,600 -- 2,600
- -------------------------------------------------------------------------------------------------------------------
Total Assets $ 763,130 $ 218,358 $ 981,488
===================================================================================================================
Liabilities and Partners' Capital
Mortgage notes payable $ 190,687 $ 78,180/(b)/ $ 268,867
Bank credit facility borrowings 150,098 96,933/(b)/ 247,031
Accounts payable
and accrued expenses 18,301 -- 18,301
Other liabilities 4,127 -- 4,127
- -------------------------------------------------------------------------------------------------------------------
Total Liabilities 363,213 175,113 538,326
- -------------------------------------------------------------------------------------------------------------------
Other limited partners' capital
interests, at redemption value 168,381 46,129/(b)//(c)/ 214,510
- -------------------------------------------------------------------------------------------------------------------
Partners' capital 231,536 (2,884)/(c)/ 228,652
- -------------------------------------------------------------------------------------------------------------------
Total Liabilities
and Partners' Capital $ 763,130 $ 218,358 $ 981,488
===================================================================================================================
</TABLE>
<PAGE>
Weeks Realty, L.P.
Notes and Assumptions to Unaudited Pro Forma
Condensed Consolidated Balance Sheet
a) Represents the Operating Partnership's unaudited condensed consolidated
balance sheet contained in the Operating Partnership's Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 1997.
b) Represents the aggregate acquisition consideration, including closing costs
and acquisition expenses, of $175.0 million for the Beacon Centre
Acquisition Properties and approximately $43.4 million for the four
properties acquired from Lichtin and the two properties acquired from NWI
subsequent to September 30, 1997 (see Note 1 to the combined statements of
revenue and certain expenses of the Lichtin and NWI Acquisition Properties
as set forth in Exhibits A and B to the Operating Partnership's Form 8-K
dated February 17, 1998 and filed in February 18, 1998). The aggregate
acquisition consideration for these properties consisted of assumed
mortgage indebtedness of approximately $78.2 million related to the Beacon
Centre Acquisition Properties, the assumption and repayment of other
indebtedness and the payment of cash through borrowings under the Operating
Partnership's revolving credit facility of approximately $68.5 million
related to the Beacon Centre Acquisition Properties and $28.4 million
related to the Lichtin and NWI 1997 Acquisition Properties and units of
partnership interest in the Operating Partnership valued at $28.3 million
related to the Beacon Centre Acquisition Properties and $15.0 million
related to the Lichtin and NWI 1997 Acquisition Properties.
c) Represents the adjustment necessary to state the pro forma other limited
partners' capital interests, at redemption value. Pro forma other limited
partners' capital interests reflect 6,549,927 units of limited partnership
interest in the Operating Partnership, inclusive of units issued to acquire
the Beacon Centre Acquisition Properties and the NWI and Lichtin 1997
Acquisition Properties, valued at $32.75 per unit.
