<PAGE>
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 March 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the Transition Period from __________ to __________
Commission File No. 000-22933
---------
WEEKS REALTY, L.P.
(Exact name of Registrant as specified in its Charter)
Georgia 58-2121388
- ------------------------ ------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
4497 Park Drive, Norcross, Georgia 30093
(Address of principal executive offices, including zip code)
(770) 923-4076
(Registrant's telephone number, including area code)
N/A
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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 such shorter period that the Registrant
was required to file such reports) and (2) has been subject to such filing
requirements for the past ninety (90) days. (X) YES ( ) NO
1
<PAGE>
INDEX PAGE
- --------------------------------------------------------------------------------
PART I. FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
ITEM 1. FINANCIAL STATEMENTS
Consolidated Condensed Balance Sheets
at March 31, 1998 and December 31, 1997......................... 3
Consolidated Condensed Statements of Operations
for the three months ended March 31, 1998 and 1997.............. 4
Consolidated Condensed Statements of Cash Flows
for the three months ended March 31, 1998 and 1997.............. 5
Notes to Consolidated Condensed Financial
Statements...................................................... 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS................... 15
PART II. OTHER INFORMATION
- --------------------------------------------------------------------------------
ITEM 2. CHANGES IN SECURITIES........................................... 28
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K................................ 28
SIGNATURES................................................................ 29
- --------------------------------------------------------------------------------
2
<PAGE>
FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
WEEKS REALTY, L.P.
CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
March 31, December 31,
(Unaudited; in thousands, except unit data) 1998 1997
- --------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Real estate assets
Land $ 136,294 $106,196
Buildings and improvements 804,093 627,309
Accumulated depreciation (69,077) (61,548)
- --------------------------------------------------------------------------------------
Operating real estate assets 871,310 671,957
- --------------------------------------------------------------------------------------
Developments in progress 126,925 100,433
Land held for future development 29,945 22,562
- --------------------------------------------------------------------------------------
Net real estate assets 1,028,180 794,952
- --------------------------------------------------------------------------------------
Cash and cash equivalents 481 5,421
Receivables 9,132 7,031
Deferred costs, net 19,895 13,087
Investments in and notes receivable
from service companies 28,262 9,257
Investments in unconsolidated real estate entities 2,656 2,525
Other assets 18,096 7,136
- --------------------------------------------------------------------------------------
TOTAL ASSETS $1,106,702 $839,409
======================================================================================
LIABILITIES AND PARTNERS' CAPITAL
Debt
Mortgage notes payable $ 268,794 $192,595
Unsecured notes 100,000 --
Credit facility borrowings 67,945 82,920
- --------------------------------------------------------------------------------------
Total debt 436,739 275,515
- --------------------------------------------------------------------------------------
Accounts payable and accrued expenses 22,250 14,578
Other liabilities 7,372 4,876
- --------------------------------------------------------------------------------------
Total liabilities 466,361 294,969
- --------------------------------------------------------------------------------------
Other limited partners' capital interests,
6,656,799 and 5,632,695 Common Units
at March 31, 1998 and December 31, 1997,
respectively, at redemption value (Note 1) 217,594 180,246
- --------------------------------------------------------------------------------------
Partners' capital
Preferred Units, at $25.00 liquidation preference,
6,000,000 of 8% Preferred Units outstanding
at March 31, 1998 and December 31, 1997 150,000 150,000
Common Units, 19,461,518 and 17,703,992 Common Units
outstanding at March 31, 1998 and December 31, 1997,
respectively 272,747 227,146
- --------------------------------------------------------------------------------------
Total partners' capital 422,747 377,146
- --------------------------------------------------------------------------------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $1,106,702 $852,361
- --------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these condensed balance sheets.
3
<PAGE>
WEEKS REALTY, L.P.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Three Months Three Months
Ended Ended
(Unaudited; in thousands, except unit data) March 31, 1998 March 31, 1997
- --------------------------------------------------------------------------------------------
<S> <C> <C>
REVENUES
Rental income $28,345 $17,400
Tenant reimbursements 3,960 2,157
Other 388 342
- --------------------------------------------------------------------------------------------
32,693 19,899
- --------------------------------------------------------------------------------------------
EXPENSES
Property operating, maintenance and management 4,721 2,515
Real estate taxes 2,746 1,699
Depreciation and amortization 8,361 5,344
Interest, including amortization of
deferred financing costs 6,102 5,292
General and administrative 1,280 877
- --------------------------------------------------------------------------------------------
23,210 15,727
- --------------------------------------------------------------------------------------------
INCOME BEFORE EQUITY IN EARNINGS OF UNCONSOLIDATED
ENTITIES AND INTEREST INCOME 9,483 4,172
Equity in earnings of unconsolidated
service companies 488 648
Equity in earnings of unconsolidated real estate entities 68 --
Interest income 279 238
- --------------------------------------------------------------------------------------------
Net Income 10,318 5,058
Distributions to preferred unitholders (3,000) --
- --------------------------------------------------------------------------------------------
NET INCOME AVAILABLE TO COMMON UNITHOLDERS $ 7,318 $ 5,058
- --------------------------------------------------------------------------------------------
NET INCOME PER COMMON UNIT
Basic $0.29 $0.27
Diluted $0.29 $0.27
- --------------------------------------------------------------------------------------------
WEIGHTED AVERAGE COMMON UNITS
Basic 24,868 18,605
Diluted 25,063 18,840
- --------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these
condensed financial statements.
4
<PAGE>
WEEKS REALTY, L.P.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Three Months Three Months
Ended Ended
(Unaudited; in thousands) March 31, 1998 March 31, 1997
- --------------------------------------------------------------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 10,318 $ 5,058
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 8,361 5,344
Amortization of deferred financing costs 281 226
Amortization of deferred compensation 72 72
Straight-line rent revenue (251) (150)
Equity in earnings of unconsolidated entities (556) (648)
Net change in:
Receivables and other assets (1,361) (1,126)
Deferred costs (1,350) (1,654)
Accounts payable and accrued expenses (194) 1,917
Other liabilities 618 523
- --------------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 15,938 9,562
- --------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Property acquisition, development and construction (107,947) (19,565)
Real estate loans (4,857) (2,066)
Investments in and advances to unconsolidated entities (18,494) --
Notes receivable and deposits (350) (400)
Collections of notes receivable and other 224 217
- --------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES (131,424) (21,814)
- --------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Capital contributions from Company - Common Units 50,071 302
Unsecured note borrowings 100,000 --
Line of credit proceeds (repayments),, net (14,975) 20,715
Payments of mortgage notes payable (4,698) (1,167)
Deferred financing costs (6,132) (70)
Distributions (13,720) (7,489)
- --------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 110,546 12,291
- --------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (4,940) 39
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 5,421 260
- --------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 481 $ 299
============================================================================================
</TABLE>
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
The Operating Partnership's 1998 property acquisition and development activity
was net of the settlement of real estate loans of $7,898,000, the assumption of
other liabilities in excess of other assets of $4,224,000, the assumption of
indebtedness of $80,897,000 and the issuance of Common Units valued at
$36,123,000.
The Operating Partnership's 1997 property acquisition activity included the
assumption of indebtedness of $4,360,000 and the issuance of Common Units valued
at $14,334,000.
The accompanying notes are an integral part of these condensed financial
statements.
5
<PAGE>
WEEKS REALTY, L.P.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. THE OPERATING PARTNERSHIP
Weeks Realty, L.P. ( a Georgia limited partnership, the "Operating Partnership")
and its subsidiaries own, operate, develop, construct, acquire and manage
industrial and suburban office buildings in the southeast United States. Weeks
Corporation (a Georgia corporation), through its wholly-owned subsidiaries,
Weeks GP Holdings, Inc. and Weeks LP Holdings, Inc., referred to herein as the
"Company," is the sole general partner and a limited partner and owns a majority
interest in the Operating Partnership. The Operating Partnership, including the
operations of its subsidiaries, conducts substantially all of the on-going
operations of Weeks Corporation, a publicly traded company which operates as a
self-administered and self-managed real estate investment trust ("REIT") under
the Internal Revenue Code of 1986 (the "Code").
As of March 31, 1998, the Company owned 74.5% of the common units of limited
partnership interest ("Common Units") in the Operating Partnership. Common Units
held by persons other than the Company (the "Other Limited Partnership
Interests") represented a 25.5% partnership interest in the Operating
Partnership. The Company's weighted average ownership interest in the Operating
Partnership was 73.5% and 75.6% for the three months ended March 31, 1998 and
1997, respectively.
The Operating Partnership conducts its third-party service businesses through
two subsidiary companies (the "Service Companies"): Weeks Realty Services, Inc.
and Weeks Construction Services, Inc. Together the Service Companies and their
subsidiaries conduct third-party development, construction, landscape, property
management and commercial brokerage services. The Operating Partnership holds
100% of the nonvoting and 1% of the voting common stock of the Service
Companies. The remaining voting common stock is held by three executive officers
of the Company. The ownership of the common stock of the Service Companies
entitles the Operating Partnership to substantially all (99%) of the economic
benefits from the results of the Service Companies' operations.
Under the provisions of the limited partnership agreement, as amended, the
Company is obligated, upon request to redeem each Common Unit held by the Other
Limited Partnership Interests for shares of Weeks Corporation common stock on a
one-for-one basis, or cash, at the Company's option. The Company currently
anticipates that it will elect to issue common stock for Common Units presented
for redemption by the Other Limited Partnership Interests in the Operating
Partnership. The Other Limited Partnership Interests redemption rights are
reflected in the caption "other limited partners' capital interests" in the
accompanying consolidated balance sheets at the cash redemption price (computed
using the Company's closing stock price as quoted on the New York Stock
Exchange) at the balance sheet dates.
Additionally, the terms of the limited partnership agreement obligate the
Company to contribute the net proceeds from the issuance of additional equity
securities, including issuances under the Company's incentive stock plan and
stock warrant agreements (see Note 5), to the Operating Partnership in exchange
for Units having substantially the same economic characteristics as the equity
securities issued by the Company.
6
<PAGE>
Operating Partnership net profits, net losses and cash flow (after allocations
to preferred ownership interests) are allocated to the partners in proportion to
their common ownership interests. Cash distributions from the Operating
Partnership shall be, at a minimum, sufficient to enable the Company to satisfy
its annual dividend requirements to maintain its REIT status under the Code.
As of March 31, 1998, the Operating Partnership's in-service property, including
one property totaling 86,000 square feet held in a 50% owned entity, portfolio
consisted of 243 industrial properties, 23 suburban office properties and 5
retail properties comprising 19,872,000 square feet. The Company's primary
markets and the concentration of the Operating Partnership's portfolio (based on
square footage) are Atlanta, Georgia (61%), Miami, Florida (12%),
Raleigh-Durham-Chapel Hill, North Carolina (11%), Nashville, Tennessee (10%),
Orlando, Florida (4%), Spartanburg, South Carolina (2%) and Jacksonville,
Florida (0%). In addition, 39 industrial and suburban office properties and one
property expansion were under development or in lease-up and three industrial
properties were under agreement to acquire as of March 31, 1998, comprising an
additional 5,515,000 square feet.
2. BASIS OF PRESENTATION
The accompanying consolidated condensed financial statements include the
consolidated condensed financial position of the Operating Partnership and its
subsidiaries at March 31, 1998, and December 31, 1997, and their results of
operations and cash flows for the three months ended March 31, 1998 and 1997.
The Service Companies and their subsidiaries are reflected in the accompanying
consolidated condensed financial statements on the equity method of accounting.
All significant intercompany balances and transactions have been eliminated in
the consolidated condensed financial statements. Certain prior year amounts have
been reclassified to conform to the 1998 presentation.
The accompanying interim unaudited financial statements have been prepared by
the Operating Partnership's management in accordance with generally accepted
accounting principles for interim financial information and in conformity with
the rules and regulations of the Securities and Exchange Commission. In the
opinion of management, the interim financial statements presented herein reflect
all adjustments of a normal and recurring nature which are necessary to fairly
state the interim financial statements. The results of operations for the
interim periods are not necessarily indicative of the results that may be
expected for the year ending December 31, 1998. These financial statements
should be read in conjunction with the Operating Partnerhsip's audited financial
statements and the notes thereto included in the Operating Partnership's Annual
Report on Form 10-K for the year ended December 31, 1997.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1997, SFAS 131, "Disclosures About Segments of an Enterprise and Related
Information" was issued prescribing new guidelines for the reporting of segment
data. SFAS 131 will apply to all public, for-profit companies and will be
effective for the Operating Partnership beginning with the fourth quarter and
year ended December 31, 1998. The Operating Partnership was not subject to
segment reporting under prior accounting standards, but may be required to
provide certain segment disclosures under SFAS 131. The Operating Partnership
continues to evaluate the disclosure provisions of SFAS 131 and plans to adopt
SFAS 131 in its financial statements for the year ended December 31, 1998.
7
<PAGE>
In March 1998, Emerging Issues Task Force Issue No. 97-11, "Accounting for
Internal Costs Relating to Real Estate Property Acquisitions," was issued
prescribing that internal acquisition costs relating to the acquisition of
operating real estate properties should be expensed as incurred. Effective with
the first quarter of 1998, the Operating Partnership implemented this new
guideline, which did not have a material impact on the Operating Partnership's
financial position or results of operations.
3. BORROWINGS
UNSECURED NOTES
On March 20, 1998, the Operating Partnership issued $100,000,000 of 6.875%
unsecured notes due March 15, 2005. A portion of the proceeds from the unsecured
notes totaling $4,566,000 was used to settle a treasury rate guarantee hedge
arrangement which was entered into in September 1997 to effectively fix the
interest rate on the unsecured note borrowing. The costs to settle the hedge
were included in deferred financing costs and will be amortized over the life of
the unsecured notes as interest expense, resulting in an effective interest rate
of approximately 7.6%. The unsecured notes are subject to certain covenants,
including those governing interest coverage and total leverage.
CREDIT FACILITY
The Operating Partnership has a $225,000,000 syndicated revolving credit
facility (the "Credit Facility") with four banks. The Credit Facility is
unsecured and can be used for development and construction, acquisitions and
general corporate purposes. The entire Credit Facility is guaranteed by the
Company and the Operating Partnership. Additionally, the Operating Partnerhsip
is required to meet certain financial and non-financial covenants including
those governing the Operating Partnership's maximum unsecured borrowings, total
leverage, limitations on secured borrowings and a restriction on the amount of
dividends and distributions to not more than 95% of "funds from operations," a
REIT industry measure of operating performance, unless the additional amounts
are necessary to maintain the Company's REIT status under the Code. The Credit
Facility matures on December 31, 2000, and may be extended annually through
December 31, 2002, subject to annual extension fees of 0.125%.
In prior periods, the Service Companies and Weeks Development were direct
borrowers under the Credit Facility. In connection with the issuance of the
unsecured notes discussed above, the Service Companies and Weeks Development
refinanced their Credit Facility borrowings with intercompany loans from the
Operating Partnership (see Note 4).
Interest under the Credit Facility accrues monthly at bank prime minus 0.25% or
at LIBOR plus 1.05% at the election of the Operating Partnership. The weighted
average interest rate on Credit Facility borrowings, excluding the effect of the
interest rate swap agreements described below, was 6.8% at March 31, 1998. Fees
on the unused portion of the Credit Facility are 0.15%.
Interest paid, net of amounts capitalized, totaled $5,037,000 and $5,150,000 for
the three months ended March 31, 1998 and 1997, respectively. Interest costs
capitalized totaled $2,162,000 and $939,000 for the three months ended March 31,
1998 and 1997, respectively.
8
<PAGE>
The Operating Partnership has in place three interest rate swap agreements with
a commercial bank to effectively change the interest costs on $50,000,000 of
Credit Facility borrowings from the variable rates discussed above to fixed
rates. The agreements, with notional principal amounts of $10,000,000,
$10,000,000 and $30,000,000, mature in July 1998, July 1999 and July 2001 with
effective fixed interest rates of 7.4%, 7.6% and 7.8%, respectively.
MORTGAGE NOTES PAYABLE
Mortgage notes payable at March 31, 1998 and December 31, 1997, specifically
listed for notes with outstanding balances in excess of $10,000,000, consist of
the following (in thousands):
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
MARCH 31, DECEMBER 31,
1998 1997
- -------------------------------------------------------------------------------------------
<S> <C> <C>
FIXED RATE
Three mortgage notes, principal and interest
at 8.59%, due in 2010 $ 77,843 $ --
Mortgage note, interest only at 7.13%,
due in 1999 38,000 38,000
Mortgage note, principal and interest at 9.24%,
due in 2005 15,745 15,800
Mortgage note, principal and interest at 9.625%,
due in 2000 12,847 12,897
Mortgage note, principal and interest at 8.10%,
due in 2006 11,946 12,015
Mortgage note, interest only at 7.625%,
due in 2000 10,300 10,300
Other mortgage notes (26 at March 31, 1998),
principal and interest at 6.00% to 9.80%,
due in 1998 to 2012 96,327 97,786
VARIABLE RATE
Industrial revenue bonds, interest at 3.65% to 6.65%
at March 31, 1998, due in 2004 and 2010 5,786 5,797
- -------------------------------------------------------------------------------------------
$ 268,794 $ 192,595
- -------------------------------------------------------------------------------------------
</TABLE>
At March 31, 1998, fixed rate mortgage notes payable included 34 notes with a
weighted average interest rate of 8.3%. The weighted average term to maturity of
fixed rate mortgage notes payable was 7.0 years at March 31, 1998. Fixed rate
mortgage indebtedness increased by $76,199,000 in 1998 due to the assumptions of
three mortgage notes totaling $80,897,000 in connection with the Operating
Partnership's building acquisitions, net of principal repayments and retirements
of $4,698,000. Certain Company officers and Common Unitholders guarantee a
portion of fixed rate mortgage notes.
9
<PAGE>
Scheduled maturities of mortgage notes payable at March 31, 1998, are summarized
as follows (in thousands):
- ------------------------------------------------------------
YEAR AMOUNT
- ------------------------------------------------------------
Remainder of 1998 $ 8,730
1999 52,310
2000 36,872
2001 12,505
2002 9,462
2003 and thereafter 148,915
- ------------------------------------------------------------
$ 268,794
- ------------------------------------------------------------
4. INVESTMENTS IN AND NOTES RECEIVABLE
FROM UNCONSOLIDATED SERVICE COMPANIES
The Operating Partnership conducts its third-party development, construction,
landscape, property management and commercial brokerage businesses through the
Service Companies and their subsidiaries. Additionally, the Service Companies
and their subsidiaries also own land in various business parks, either directly
or through ownership interests in real estate partnerships and joint ventures.
The Operating Partnership intends, based on market conditions, to acquire land
from Service Companies and their subsidiaries for the development of future
properties. As discussed in Note 2, the Service Companies and their subsidiaries
are accounted for on the equity method of accounting. Under the equity method,
the Operating Partnership recognizes, in its consolidated statements of
operations, its economic share (99%) of the earnings or losses of the Service
Companies and their subsidiaries.
The following information summarizes the financial position, results of
operations and cash flows of the Service Companies and their subsidiaries on a
combined basis (in thousands):
- ------------------------------------------------------------------------------
MARCH 31, DECEMBER 31,
FINANCIAL POSITION 1998 1997
- ------------------------------------------------------------------------------
ASSETS
Real estate assets $ 11,759 $ 12,403
Investments in unconsolidated entities 12,085 2,849
Receivables and other assets 13,145 20,158
- ------------------------------------------------------------------------------
$ 36,989 $ 35,410
==============================================================================
LIABILITIES AND EQUITY
Borrowings from the Operating Partnership $ 29,330 $ 10,900
Credit facility borrowings -- 16,620
Other borrowings 2,000 2,000
Other liabilities 6,704 7,513
Total equity (1,045) (1,623)
- ------------------------------------------------------------------------------
$ 36,989 $ 35,410
==============================================================================
10
<PAGE>
As discussed in Note 3 and effective March 17, 1998, the operations of the
Service Companies and their subsidiaries are financed through line of credit
borrowings from the Operating Partnership. These line of credit borrowings
accrue interest at bank prime plus 1%, payable monthly, and are due on demand.
Previously, these entities were financed through direct borrowings under the
Credit Facility. As part of these financing arrangements, the Service Companies
and their subsidiaries have agreed not to incur any additional unsecured
borrowings other than through borrowings from the Operating Partnership.
Borrowings from the Operating Partnership also include $10,900,000 of 12% notes
due in 2004.
11
<PAGE>
At March 31, 1998, the Operating Partnership's investment in and notes
receivable from the Service Companies and their subsidiaries totaling
$28,262,000 includes notes receivable from the Service Companies and their
subsidiaries of $29,330,000 and the Operating Partnership's investment in the
Subsidiaries of ($1,068,000).
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
THREE MONTHS THREE MONTHS
ENDED ENDED
RESULTS OF OPERATIONS MARCH 31, 1998 MARCH 31, 1997
- --------------------------------------------------------------------------------------------
<S> <C> <C>
REVENUE
Construction and development fees $ 652 $ 536
Landscape 1,035 1,192
Property management fees 55 63
Commissions 232 178
Other 24 84
- --------------------------------------------------------------------------------------------
1,998 2,053
- --------------------------------------------------------------------------------------------
COSTS AND EXPENSES
Direct costs 804 961
Interest expense - Operating Partnership 391 327
Interest expense - other 167 76
General and administrative 817 440
Other 88 198
- --------------------------------------------------------------------------------------------
2,267 2,002
- --------------------------------------------------------------------------------------------
INCOME (LOSS) BEFORE GAINS ON SALE OF
PROPERTIES AND EQUITY IN EARNINGS
OF UNCONSOLIDATED ENTITIES (269) 51
Gain on sale of properties - third parties 377 --
Gain on sale of properties - Operating Partnership 142 580
Equity in earnings of unconsolidated entities 244 279
- --------------------------------------------------------------------------------------------
NET INCOME $ 494 $ 910
- --------------------------------------------------------------------------------------------
Net income attributable
to Operating Partnership $ 489 $ 901
Interest expense - Operating Partnership 391 327
Elimination of intercompany profits -
Operating Partnership (392) (580)
- --------------------------------------------------------------------------------------------
Equity in earnings of Service Companies $ 488 $ 648
- --------------------------------------------------------------------------------------------
Distributions and interest paid
to Operating Partnership $ -- $ --
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
THREE MONTHS THREE MONTHS
ENDED ENDED
CASH FLOWS MARCH 31, 1998 MARCH 31, 1997
- --------------------------------------------------------------------------------------------
Operating activities $ 2,105 $ (866)
Investing activities (8,749) 870
- --------------------------------------------------------------------------------------------
Financing activities 1,810 93
- --------------------------------------------------------------------------------------------
</TABLE>
12
<PAGE>
In connection with the Operating Partnership's January 1998 acquisition of a
real estate portfolio in Miami, Florida (see Note 7), the Service Companies
acquired a one-third interest in Codina Group, Inc. ("Codina"), a Miami-based
real estate services company, for aggregate consideration of approximately
$9,600,000.
5. PARTNERS' CAPITAL
In the first quarter of 1998, the Operating Partnership issued Common Units to
the Company totaling 1,072,797 and 468,750 and received net proceeds of
$33,100,000 and $14,100,000, respectively. The cash contributions discussed
above result from the contribution by the Company of the net proceeds from the
sale of Company common stock in the public equity markets. The proceeds were
used to reduce the Operating Partnership's borrowings.
In February 1998, the Company contributed $1,400,000 to the Operating
Partnership resulting from the Company's sale of 350,000 common stock warrants.
In return, the Operating Partnership agreed to issue 350,000 Common Units to the
Company in exchange for an exercise price of $32.75 per Common Unit upon the
exercise of such warrants. The terms of this agreement are structured to
parallel the terms of the Company's sale of 350,000 common stock warrants with
an exercise price of $32.75 per common share. The Operating Partnership's
obligation to issue Common Units and the Company's common stock warrants expire
in February 2008.
In January 1998, the Operating Partnership paid distributions to Common
Unitholders of $10,720,000 or $0.465 per Common Unit and to Preferred
Unitholders of $3,000,000 of $0.50 per unit relating to fourth quarter 1997
operating results. In April 1998, the Operating Partnership paid distributions
to Common Unitholders of $12,075,000 or $0.465 per Common Unit and to Preferred
Unitholders $3,000,000 or $0.50 per unit relating to first quarter 1998
operating results.
6. NET INCOME PER COMMON UNIT
The Operating Partnership adopted the provisions of SFAS 128 for the year ended
December 31, 1997. For the three months ended March 31, 1998 and 1997,
reconciliations of income available to Common Unitholders and weighted average
Common Units used in the Operating Partnership's basic and diluted net income
per Common Unit computations are detailed below (in thousands, except per share
data):
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 1998 MARCH 31, 1997
- ---------------------------------------------------------------------------------------
<S> <C> <C>
COMPUTATION OF NET INCOME PER COMMON UNIT
Net income available to Common
Unitholders - basic and diluted $ 7,318 $ 5,058
- ---------------------------------------------------------------------------------------
Weighted average Common Units - basic 24,868 18,605
Dilutive securities -
Stock options 195 235
- ---------------------------------------------------------------------------------------
Weighted average Common Units - diluted 25,063 18,840
- ---------------------------------------------------------------------------------------
NET INCOME PER COMMON UNIT
Basic $ 0.29 $ 0.27
Diluted 0.29 0.27
- ---------------------------------------------------------------------------------------
</TABLE>
13
<PAGE>
Basic net income per Common Unit for the periods presented was computed by
dividing income available to Common Unitholders by the weighted average number
of Common Units outstanding during the period. Diluted net income per Common
Unit was computed based on the dilutive effect of the Company's stock options
outstanding. Common Units issuable upon the exercise of outstanding Company
common stock warrants were not dilutive for the three months ended March 31,
1998.
Previously reported net income per Common Unit under prior accounting standards
was equal to basic net income per Common Unit under SFAS 128.
7. ACQUISITIONS
On January 9, 1998, the Operating Partnership acquired a 2,477,000 square foot,
24-building portfolio and approximately five acres of land subject to ground
leases in Miami, Florida. Aggregate acquisition consideration of approximately
$175,200,000, including closing costs and acquisition expenses, consisted of the
issuance of $28,310,000 of Common Units, the assumption of $78,033,000 of
mortgage indebtedness (see Note 3), the assumption of certain other liabilities
in excess of certain other assets of approximately $4,224,000, and cash of
approximately $64,633,000 funded through Credit Facility borrowings. In
connection with the acquisition, the Operating Partnership has also agreed,
subject to customary closing conditions and the completion of due diligence
procedures, to acquire a 90,000 square foot building under development for
approximately $5,100,000 and approximately nine acres of adjacent, undeveloped
land for approximately $4,000,000.
Additionally, in the first quarter of 1998, the Operating Partnership acquired
two industrial buildings under development totaling approximately 102,800 square
feet for approximately $4,400,000. The aggregate acquisition consideration was
comprised of the issuance of $1,514,000 of Common Units and $2,886,000 of cash,
used to fund the assumption and repayment of indebtedness, closing costs and
acquisition expenses, funded through Credit Facility borrowings.
In April 1998, the Operating Partnership contracted to acquire nine industrial
buildings, totaling approximately 1,923,000 square feet, and 67.9 acres of
undeveloped land located in Dallas/Ft. Worth, Texas. The aggregate acquisition
consideration of approximately $88,500,000 will be paid in cash, funded through
Credit Facility borrowings. The acquisition is expected to close in two phases,
the first in June 1998 and the second in September 1998, and is subject to
customary closing conditions and the completion of due diligence procedures.
14
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the accompanying
consolidated condensed financial statements and notes thereto, included
elsewhere herein. In addition to historical information, management's discussion
and analysis and other statements issued or made from time to time by the
Operating Partnership or its representatives contain statements which may
constitute "Forward-looking Statements" within the meaning of the Securities Act
of 1933, as amended, and the Securities Exchange Act of 1934, as amended, each
as amended by the Private Securities Litigation Reform Act of 1995, 15 U.S.C.A.
Sections 77z-2 and 78u-5 (Supp. 1996). Those statements include statements
regarding the intent, belief or current expectations of the Operating
Partnership and members of its management team as well as the assumptions on
which such statements are based. Any such Forward-looking Statements are not
guarantees of future performance and the Operating Partnership's actual results
could differ materially from those set forth in such Forward-looking Statements.
Factors currently known to management that could cause actual results to differ
materially from those set forth in such Forward-looking Statements include
general economic conditions, local real estate conditions, timely re-leasing of
occupied square footage upon expiration, interest rates, availability of equity
and debt financing, current construction schedules, the status of lease
negotiations with potential tenants, the satisfactory completion of due
diligence procedures and other risks detailed from time to time in the Operating
Partnership's filings with the Securities and Exchange Commission, including
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and Annual Reports
on Form 10-K. The Operating Partnership undertakes no obligation to update or
revise Forward-looking Statements to reflect changed assumptions, the occurrence
of unanticipated events or changes to future operating results over time.
GENERAL
The Operating Partnership and its subsidiaries own, operate, develop, construct,
acquire and manage industrial and suburban office buildings in the southeast
United States. The Operating Partnership and its subsidiaries conduct
substantially all of the on-going operations of Weeks Corporation (the
"Company"), a publicly-traded company which operates as a self -administered and
self-managed REIT. The Operating Partnership was formed and capitalized with the
proceeds from the Company's Initial Public Offering in August 1994 and succeeded
to substantially all of the interests in certain land and industrial and
suburban office buildings under common ownership and the development, landscape
and property management businesses of the predecessors to the Operating
Partnership and the Company. For a further description of the Operating
Partnership, see Note 1 to the consolidated condensed financial statements.
15
<PAGE>
RESULTS OF OPERATIONS
Operating information relating to the Operating Partnership's properties for the
three months ended March 31, 1998 and 1997, is summarized below (in thousands):
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
THREE MONTHS THREE MONTHS
ENDED ENDED %
MARCH 31, 1998 MARCH 31, 1997 CHANGE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Rental revenues $ 28,345 $ 17,400 62.9%
Tenant reimbursements 3,960 2,157 83.6%
- ---------------------------------------------------------------------------------------------------------
Property operating revenues 32,305 19,557 65.2%
- ---------------------------------------------------------------------------------------------------------
Operating, maintenance and
management expenses 4,721 2,515 87.7%
Real estate taxes 2,746 1,699 61.6%
Depreciation and amortization 8,361 5,344 56.5%
- ---------------------------------------------------------------------------------------------------------
Property operating expenses 15,828 9,558 65.6%
- ---------------------------------------------------------------------------------------------------------
Property operating revenues less
property operating expenses $ 16,477 $ 9,999 64.8%
- ---------------------------------------------------------------------------------------------------------
</TABLE>
Period to period comparisons of property operating revenues and expenses for
1998 and 1997 are discussed herein using the categories "core properties,"
"development properties" and "acquisition properties." Core properties are
defined as properties which were stabilized and operating as of January 1, 1997.
The Operating Partnership defines a property as stabilized upon the earlier of
substantial lease-up or one year from building shell completion. Development
properties reflect properties completed and stabilized, and acquisition
properties are properties acquired, subsequent to January 1, 1997.
For the comparable three months ended March 31, 1998 and 1997, operating results
of the core properties, representing 191 properties totaling approximately
13,474,000 square feet, are summarized below (in thousands):
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
THREE MONTHS THREE MONTHS
ENDED ENDED %
MARCH 31, 1998 MARCH 31, 1997 CHANGE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Rental revenues $ 17,791 $ 17,251 3.1%
Tenant reimbursements 2,222 2,132 4.2%
- ---------------------------------------------------------------------------------------------------------
Property operating revenues 20,013 19,383 3.3%
- ---------------------------------------------------------------------------------------------------------
Operating, maintenance and
management expenses 2,596 2,456 5.7%
Real estate taxes 1,686 1,650 2.2%
Depreciation and amortization 5,472 5,275 3.7%
- ---------------------------------------------------------------------------------------------------------
Property operating expenses 9,754 9,381 4.0%
- ---------------------------------------------------------------------------------------------------------
Property operating revenues less
property operating expenses $ 10,259 10,002 2.6%
- ---------------------------------------------------------------------------------------------------------
Average occupancy 95.2% 96.1%
- ---------------------------------------------------------------------------------------------------------
</TABLE>
16
<PAGE>
COMPARISON OF OPERATING RESULTS FOR THREE MONTHS ENDED MARCH 31, 1998, TO THE
THREE MONTHS ENDED MARCH 31, 1997
Property operating revenues (rental revenue plus tenant reimbursements)
increased $12,748,000 or 65.2% between periods. Of this increase, $8,531,000,
$3,587,000 and $630,000 were attributable to acquisition, development and core
properties, respectively. The increases relating to acquisition and development
properties were due to the acquisition of 62 properties (37 in 1997 and 25 in
1998) totaling approximately 4,662,000 square feet and the stabilization of 17
development properties (14 in 1997 and 3 in 1998) and two property expansions
(both in 1997) totaling approximately 1,650,000 square feet. Property operating
expenses increased $6,270,000 or 65.6% between periods due primarily to the
growth in the property portfolio resulting from the acquisition and development
properties discussed above.
Property operating revenues from core properties increased 3.3% despite the
impact of lost property operating revenues of approximately $73,000 from the
sale of a 96,000 square foot building in April 1997 and a decrease in overall
average occupancy. Adjusted for the building sale discussed above, property
operating revenues from core properties increased approximately 3.6%. This
increase was due to both rental rate and reimbursement increases between
periods. Property operating expenses increased 4.0% due primarily to increased
utilities and maintenance expenses in 1998. Property operating revenues less
property operating expenses from core properties increased 3.3%, exclusive of
depreciation and amortization expense and after adjusting for the building sale
discussed herein.
Interest expense increased by $810,000 or 15.3% from $5,292,000 for the three
months ended March 31, 1997, to $6,102,000 for the three months ended March 31,
1998, due primarily to increased mortgage interest of $1,424,000 related to
mortgage debt assumed in connection with certain of the Operating Partnership's
1997 and 1998 property acquisitions, offset by reduced interest expense on
unsecured Credit Facility and note borrowings due primarily to lower average
borrowings in 1998 compared to 1997.
Operating Partnership general and administrative expenses increased by $403,000
or 46.0% from $877,000 for the three months ended March 31, 1997, to $1,280,000
for the three months ended March 31, 1998, due primarily to increased personnel
and related costs associated with the Operating Partnership's southeast
expansion. As a percentage of total revenue, general and administrative expenses
decreased from 4.4% in the first quarter of 1997 to 3.9% in the first quarter of
1998.
Interest income increased $41,000 or 17.2% from $238,000 for the three months
ended March 31, 1997 to $279,000 for the three months ended March 31, 1998, due
primarily to increased real estate loan balances between periods.
Equity in earnings of unconsolidated service companies represents the Operating
Partnership's 99% economic interest in the earnings of the Service Companies and
their subsidiaries after the elimination of interest expense and intercompany
profits to the Operating Partnership (see Note 4 to the consolidated condensed
financial statements). Equity in earnings of the Service Companies and their
subsidiaries decreased by $160,000 or 24.7% from $648,000 for the three months
ended March 31, 1997 to $488,000 for the three months ended March 31, 1998 due
to lower net profits from the Operating Partnership's third-party service
businesses which were offset somewhat by increased profits from land sales in
1998. Equity in earnings of unconsolidated real estate entities of $68,000 in
1998 represents the Operating Partnership's 50% share of earnings from a single
building equity investment.
17
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Operating Partnership continues to generate increasing cash flows from
operations. Cash provided by operating activities increased from $9,562,000 for
the three months ended March 31, 1997, to $15,938,000 for the three months ended
March 31, 1998, due primarily to the growth in the Operating Partnership's
operating income resulting from 17 development properties (14 in 1997 and 3 in
1998) and two property expansions (both in 1997) stabilized and from 62
buildings acquired (37 in 1997 and 25 in 1998).
The Operating Partnership's net cash flow from operations is currently
sufficient to meet the Operating Partnership's current operational needs and to
satisfy the Operating Partnership's current quarterly distributions on both its
common and preferred units, which are structured to ensure that the Company can
satisfy the dividend requirements necessary to maintain its status as a REIT.
Management believes that operating cash flows will continue to be adequate to
fund these requirements in 1998.
In the first quarter of 1998, the Operating Partnership invested $107,947,000 of
cash in property acquisition, development and construction activities. This
compares to $19,565,000 for the same three month period in 1997. This increased
cash investment activity primarily reflects increased cash component of the
Operating Partnership's building acquisition activity of approximately
$64,600,000 with the remaining increase due to increased development and land
acquisition activity.
Financing for the Operating Partnership's property investment activities
primarily consisted of $94,141,000 of net proceeds of unsecured note borrowings
and of $50,071,000 from common equity contributions from the Company in the
first quarter of 1998, offset somewhat by reduced Credit Facility borrowings,
compared primarily to Credit Facility borrowing increases in 1997. The debt and
equity components of the Operating Partnership's ongoing financing strategy may
differ based upon market conditions.
In addition to its operating cash flow, the Operating Partnership has a
$225,000,000 unsecured revolving Credit Facility with a syndicated bank group
(see Note 3 to the consolidated condensed financial statements), which may be
used, among other things, to meet its operational obligations and to fund the
distributions necessary for the Company to meet its annual REIT dividend
requirements. The Operating Partnership currently intends to finance its
development, construction and acquisition activities primarily through
borrowings under the Credit Facility, and to periodically refinance Credit
Facility borrowings with longer term debt or equity. As of March 31, 1998, the
Operating Partnership had available capacity under the Credit Facility of
approximately $157,055,000.
The Operating Partnership believes it has adequate liquidity, borrowing capacity
and sources of capital, including available capacity under its existing Credit
Facility and capacity of approximately $750,000,000 under a recently filed
universal shelf registration statement, to meet its current operational
requirements, to fund annual principal repayments under existing mortgage notes
payable, and to fund its current development and acquisition activity. It is
management's expectation that the Operating Partnership will continue to have
access to the additional capital resources necessary to further expand and
develop its business and to refinance mortgage notes payable as they mature.
These resources include the expansion of the available borrowing capacity under
the Credit Facility and other forms of debt and equity financing, in both public
and private markets. The Operating Partnership has unsecured investment grade
public debt ratings which may assist it in accessing the public debt market in
future periods. Future development and acquisition activities will be undertaken
by the Operating Partnership only as suitable opportunities arise. Such
activities are not expected to be
18
<PAGE>
undertaken unless adequate sources of financing are available and a satisfactory
budget with an appropriate return on investment has been internally approved.
The Operating Partnership maintains staffing levels sufficient to meet its
existing construction and leasing activities and capitalizes a portion of the
costs relating to these activities to development projects and leasing
transactions, respectively. If market conditions warrant, the Operating
Partnership may adjust staffing levels to avoid a negative impact on the
Operating Partnership's results of operations.
Total consolidated debt amounted to $436,739,000 at March 31, 1998, including
borrowings under the Credit Facility of $67,945,000, mortgage notes payable of
$268,794,000 and unsecured notes of $100,000,000. Of the $268,794,000 of
mortgage indebtedness, $263,008,000 is fixed rate and $5,786,000 is variable
rate. The weighted average interest rate on the Operating Partnership's fixed
rate mortgage debt was 8.3% and on its variable rate mortgage debt was 4.0% at
March 31, 1998. The weighted average interest rate under the Credit Facility at
March 31, 1998, (excluding the effect of the interest rate swap agreements
described below) was 6.8%. The weighted average effective interest rate on the
Operating Partnership's fixed rate unsecured notes was 7.6% at March 31, 1998
(see Note 3). The Operating Partnership has in place interest rate swap
agreements to fix the Operating Partnership's interest costs on $50,000,000 of
the Operating Partnership's Credit Facility borrowings. The weighted average
effective interest rate under the fixed swap arrangements is approximately 7.7%.
If interest rates under the Credit Facility, in excess of the $50,000,000
discussed herein, and under the Operating Partnership's variable rate mortgage
debt, fluctuated by 1%, interest costs to the Operating Partnership, before
capitalization of interest, if any, based on outstanding borrowings at March 31,
1998, would increase or decrease by approximately $250,000 on an annualized
basis.
Based on the outstanding balance of mortgage notes payable at March 31, 1998,
the weighted average interest rates on the mortgage notes with a final maturity
in each of the next five years were 8.8% in 1998, 7.4% in 1999, 8.7% in 2000,
7.4% in 2001 and 8.2% in 2002.
At March 31, 1998, the Operating Partnership's mortgage debt on its consolidated
properties was $268,794,000. Including Credit Facility borrowings of
$67,945,000, unsecured note borrowings of $100,000,000 and $2,000,000 of other
notes payable of unconsolidated entities, the total debt obligations of the
Operating Partnership and its unconsolidated entities were $438,739,000 or 30%
of total market capitalization (assuming the exchange of all Common Units for
shares of common stock). At March 31, 1998 (based on the closing price of the
common stock of the Company of $32.6875 on March 31, 1998), the 26,118,317
Common Units outstanding would have a total market value of $853,742,000, the
6,000,000 preferred units outstanding would have a total market value of
$150,000,000 (based on the closing price the Company's preferred stock of $25.00
on March 31, 1998) and the 350,000 Common Units issuable upon the exercise of
the Company's common stock warrants outstanding would have an estimated market
value of $1,400,000, resulting in a total equity value of $1,005,142,000.
19
<PAGE>
CURRENT DEVELOPMENT AND ACQUISITION ACTIVITY
At March 31, 1998, the Operating Partnership had committed development and
acquisitions totaling approximately $288,018,000, representing 42 buildings and
one property expansion totaling 5,515,000 square feet. Including new acquisition
and development activity, net of closed acquisitions and the stabilization of
development properties, between April 1, 1998 and May 12, 1998, the Operating
Partnership had, at May 12, 1998, committed development and acquisitions
totaling approximately $425,321,000, representing 63 buildings and one property
expansion totaling 8,356,000 square feet. Properties under agreement to acquire
as of May 12, 1998, consisted of 14 buildings, totaling 2,390,000 square feet,
with a total expected cost of approximately $107,795,000. Development properties
as of May 12, 1998, consisted of 49 buildings and one property expansion,
totaling 5,966,000 square feet, with a total expected cost of approximately
$317,526,000.
It is expected that such development and acquisition properties will stabilize
or be acquired as detailed below:
- --------------------------------------------------------------------------------
Square Estimated
Year Buildings Feet Cost (a)
- --------------------------------------------------------------------------------
1998 27 4,231,000 $ 198,076,000
1999 34 3,926,000 212,902,000
2000 2 199,000 14,343,000
- --------------------------------------------------------------------------------
63 8,356,000 $ 425,321,000
- --------------------------------------------------------------------------------
(a) For development properties, represents the entire estimated cost of the
property at the estimated stabilization date.
In addition, the Operating Partnership has committed, subject to closing
conditions and the updating of due diligence procedures, to acquire development
land totaling $19,077,000 over various periods ranging up to five years.
It is expected that future development and land acquisition expenditures will be
funded primarily through Credit Facility borrowings, refinanced as required
through new debt or equity offerings in both private and public markets, and
future acquisitions will be consummated primarily through a combination of cash
funded through borrowings under the Credit Facility, the issuance of Common
Units and the assumption of indebtedness, some of which will also be repaid
through borrowings under the Credit Facility.
The information provided above includes Forward-looking Information about
expected property acquisitions or stabilizations that is based on current
construction schedules, the status of lease negotiations with potential tenants,
the successful completion of due diligence procedures and other relevant factors
currently available to the Operating Partnership. There can be no assurance that
any of these factors will not change or that any change will not affect the
accuracy of such Forward-looking Information.
SUPPLEMENTAL DISCLOSURE OF FUNDS FROM OPERATION
The Operating Partnership believes that funds from operations provides an
additional indicator of the financial performance of the Operating Partnership.
Funds from operations is defined by the National Association of Real Estate
Investment Trusts ("NAREIT") to mean net income (loss) determined in accordance
with generally accepted accounting principles ("GAAP") excluding gains (or
losses) from debt restructuring and sales of property, plus depreciation and
amortization of real property, and after adjustments for unconsolidated
partnerships and joint ventures. Adjustments for unconsolidated partnerships and
joint ventures will be calculated to reflect funds from operations on the same
basis. Funds from operations is influenced not only by the operations of the
properties, but also by the capital
20
<PAGE>
structure of the Operating Partnershp. Accordingly, the Company expects that
funds from operations will be one of the factors considered by its Board of
Directors in determining the amount of cash distributions the Operating
Partnership will pay to its unitholders. The Operating Partnership computes
funds from operations under the current NAREIT definition by subtracting from
net income the dividends to preferred unitholders before making an adjustment
for the non-cash items described above. Funds from operations does not represent
cash flow from operating, investing and financing activities as defined by GAAP,
which are discussed under "Liquidity and Capital Resources" in this section.
Additionally, funds from operations does not measure whether cash flow is
sufficient to fund all cash flow needs, including principal amortization,
capital expenditures and dividends to shareholders, and should not be considered
as an alternative to net income for purposes of evaluating the Operating
Partnership's operating performance or as an alternative to cash flow, as
defined by GAAP, as a measure of liquidity. Funds from operations presented
herein is not necessarily comparable to funds from operations presented by other
real estate companies due to the fact that not all real estate companies
calculate funds from operations in the same manner. However, the Operating
Partnership's funds from operations is comparable to the funds from operations
of real estate companies that use the current NAREIT definition.
The Operating Partnership's calculation of funds from operations follows the
guidelines issued by NAREIT, including the recognition of rental income on the
"straight-line" basis consistent with its treatment in the Operating
Partnership's statement of operations under GAAP. The "straight-line" rental
adjustment increased rental revenues by $251,000 and $150,000 for the three
months ended March 31, 1998 and 1997, respectively. In accordance with the
NAREIT guidelines, the Operating Partnership excludes gains or losses on sales
of operating (previously depreciated) real estate assets in calculating funds
from operations, but includes gains or losses on sales of undepreciated assets
(land) that are of a recurring nature. Pre-tax gains on land sales are included
in funds from operations in the amount of $419,000 and $290,000 for the three
months ended March 31, 1998 and 1997, respectively.
For the three months ended March 31, 1998, funds from operations increased by
$5,282,000 or 50.7% to $15,694,000 compared to funds from operations of
$10,412,000 for the three months ended March 31, 1997. Funds from operations for
the three months ended March 31, 1998 and 1997 are detailed below (in
thousands):
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 1998 MARCH 31, 1997
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Net income available to Common Unitholders $ 7,318 $ 5,058
Depreciation and amortization 8,361 5,344
Depreciation and amortization - unconsolidated entities 15 10
- ----------------------------------------------------------------------------------------------
Funds from operations available to Common Unitholders $ 15,694 $ 10,412
- ----------------------------------------------------------------------------------------------
Weighted average Common Units
Basic 24,868 18,605
Diluted(1) 25,063 18,840
- ----------------------------------------------------------------------------------------------
</TABLE>
(1) Represents the weighted average Common Units outstanding and the dilutive
effect of outstanding stock options. Common stock equivalents related to
outstanding stock options totaled 195,000 and 235,000 for the three months
ended March 31, 1998 and 1997, respecively. Common Units issuable upon the
exercise of outstanding Company common stock warrants were not dilutive for
the three months ended March 31, 1998.
21
<PAGE>
SUPPLEMENTAL INFORMATION ON CAPITAL EXPENDITURES AND LEASING COSTS
The following table details the Operating Partnership's capital expenditures and
leasing costs for the three months ended March 31, 1998 and 1997 (in thousands):
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 1998 MARCH 31, 1997
- ----------------------------------------------------------------------------------------
<S> <C> <C>
Building acquisitions(1)(2) $ 179,581 $ 17,698
Development and land acquisition activity(3)(4) 60,380 20,591
Non-revenue-producing building
improvements 378 96
Tenant improvement and leasing costs
on second-generation leases(5) 1,827 933
- ----------------------------------------------------------------------------------------
$ 242,166 $ 39,318
- ----------------------------------------------------------------------------------------
</TABLE>
(1) Building acquisitions in 1998 included two buildings acquired while still
under development. One of these buildings was stabilized at March 31, 1998.
(2) Reflects aggregate acquisition costs including the assumption of
indebtedness of $80,897,000, the issuance of $29,824,000 of Common Units
and other assumed liabilities, net of other assets, of $4,224,000 in the
three months ended March 31, 1998 and the assumption of indebtedness of
$3,750,000 and the issuance of $13,946,000 of Common Units in the three
months ended March 31, 1997.
(3) Includes first-generation leasing costs on stabilized development
properties totaling $543,000 and $1,097,000 in the three months ended March
31, 1998 and 1997, respectively.
(4) Reflects aggregate development and leasing costs net of the settlement of
real estate loans of $7,898,000, the issuance of $6,299,000 of Common Units
and exclusive of the increase in construction payables of $3,727,000 in the
three months ended March 31, 1998 and the assumption of indebtedness of
$610,000, the issuance of Common Units of $388,000 and exclusive of the
decrease in construction payables of $595,000 in the three months ended
March 31, 1997.
(5) Includes second-generation leasing costs totaling $807,000 and $557,000 in
the three months ended March 31, 1998 and 1997, respectively.
22
<PAGE>
The following table summarizes by period the Operating Partnership's capitalized
tenant improvement and leasing costs incurred in the renewal or re-leasing of
previously occupied space for the three months ended March 31, 1998, and the
year ended December 31, 1997, respectively. The information detailed below is
presented based on the date the tenants occupy the leased space.
CAPITALIZED TENANT IMPROVEMENTS AND LEASING COSTS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
THREE MONTHS YEAR
- --------------------------------------------------------------------------------------------------------
ENDED ENDED
(IN THOUSANDS, EXCEPT PER SQUARE FOOT INFORMATION) MARCH 31, 1998 DEC. 31, 1997
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
INDUSTRIAL PROPERTIES
RE-LEASING
Square feet re-leased 470 1,073
Capitalized tenant improvements and leasing commissions $ 1,246 $ 2,276
Capitalized tenant improvements and leasing commissions
per square foot $ 2.65 $ 2.12
RENEWAL
Square feet renewed 422 2,358
Capitalized tenant improvements and leasing commissions $ 304 $ 1,392
Capitalized tenant improvements and leasing commissions
per square foot $ 0.72 $ 0.59
TOTAL
Square feet 892 3,431
Capitalized tenant improvements and leasing commissions $ 1,550 $ 3,668
Capitalized tenant improvements and leasing commissions
per square foot $ 1.74 $ 1.07
- --------------------------------------------------------------------------------------------------------
SUBURBAN OFFICE PROPERTIES
RE-LEASING
Square feet re-leased 29 69
Capitalized tenant improvements and leasing commissions $ 64 $ 493
Capitalized tenant improvements and leasing commissions
per square foot $ 2.19 $ 7.11
RENEWAL
Square feet renewed 51 134
Capitalized tenant improvements and leasing commissions $ 4 $ 267
Capitalized tenant improvements and leasing commissions
per square foot $ 0.09 $ 1.99
TOTAL
Square feet 80 203
Capitalized tenant improvements and leasing commissions $ 68 $ 760
Capitalized tenant improvements and leasing commissions
per square foot $ 0.86 $ 3.74
- --------------------------------------------------------------------------------------------------------
</TABLE>
23
<PAGE>
SUPPLEMENTAL DISCLOSURE OF TENANT AND LEASE EXPIRATION INFORMATION
TENANTS
As of March 31, 1998, the Operating Partnership's properties were leased to 867
tenants including local, regional, national and international companies. The
Operating Partnership's 30 largest tenants (measured by annualized base rent for
leases in place in stabilized properties and in properties under development or
in lease-up where tenants were paying rent at March 31, 1998) occupy a total of
approximately 4,685,000 square feet and represent 24.8% of the annualized base
rent as shown in the table below.
30 LARGEST TENANTS MEASURED BY ANNUALIZED BASE RENT
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
% OF TOTAL
SQUARE NUMBER ANNUALIZED ANNUALIZED
RANK TENANT FEET OF LEASES BASE RENT(1) BASE RENT(1) STATE
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 Northern Telecom, Inc. (2) 416,271 9 $3,085,968 2.5% NC,TN
2 Scientific Atlanta, Inc. 600,413 11 2,693,337 2.2% GA
3 IKON Office Solutions, Inc. 170,000 3 1,422,900 1.2% GA
4 GTE Mobilnet Service Corporation 126,124 3 1,351,146 1.1% GA,NC
5 360 Communications 114,476 7 1,284,996 1.1% NC
6 Radian International LLC 90,159 2 1,173,802 1.0% NC
7 Tech Data Corporation 138,996 1 1,009,111 0.8% FL
8 Square D Company 102,262 2 992,016 0.8% TN,FL
9 Honeywell, Inc. 70,016 3 963,953 0.8% GA
10 PPD Pharmaco, Inc. 89,130 5 934,271 0.8% NC
11 DeVry Inc. 64,981 1 928,269 0.8% GA
12 The Athlete's Foot Group, Inc. 162,651 1 897,155 0.7% GA
13 Ingram-Micro, Inc. 193,973 4 887,002 0.7% GA,FL
14 Fisher Scientific Company 223,219 1 875,019 0.7% GA
15 Merisel, Inc. 142,487 2 858,973 0.7% FL
16 Tridom Corporation 117,403 4 831,892 0.7% GA
17 National Data Corporation 50,283 4 786,777 0.6% GA
18 Data General Corporation 86,000 1 775,720 0.6% GA
19 Saab Cars U.S.A., Inc. 63,625 3 749,509 0.6% GA
20 Reckitt & Colman, Inc. 313,900 2 733,120 0.6% GA
21 AT&T Corp. 62,271 4 721,880 0.6% GA,TN,NC
22 Quadram Corp./Intelligent Systems 137,100 1 719,775 0.6% GA
23 Best Buy Stores, L.P. 222,643 1 703,552 0.6% GA
24 United Healthcare Services, Inc. 72,991 2 699,856 0.6% GA,SC
25 Ahlstrom Recovery, Inc. 62,893 2 681,698 0.6% GA
26 Sally Foster, Inc. 197,200 2 673,237 0.6% SC
27 Eastman Kodak Company 31,517 1 669,736 0.6% FL
28 Vanstar Corporation 86,880 4 668,124 0.6% GA
29 Yokohama Tire Corporation 252,092 1 665,383 0.5% GA
30 Auto-Lok, Inc. 222,900 2 658,877 0.5% GA
- -----------------------------------------------------------------------------------------------------------------------------
4,684,856 89 $ 30,097,054 24.8%
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Annualized cash base rent net of rental concessions, if any, based on
leases in place for stabilized properties and in properties under
development or in lease-up where tenants were paying rent as of March 31,
1998.
(2) Leases with Northern Telecom totaling 370,824 square feet expire on June
30, 2005, but are subject to an early-termination right that permits
Northern Telecom to terminate any of the leases on June 30, 2000, by
delivering an early-termination notice to the Operating Partnership on or
before June 30, 1999. In the event it exercises its early-termination
option, Northern Telecom will be obligated to make certain termination
payments to the Operating Partnership.
24
<PAGE>
LEASE EXPIRATIONS
The following tables show scheduled lease expirations for the Operating
Partnership's total property portfolio, for its industrial property portfolio
and for its suburban office portfolio, respectively, based on leases under which
tenants were paying rent in both stabilized and pre-stabilized properties as of
March 31, 1998, assuming no exercise of renewal options or termination rights,
if any:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
SQUARE ANNUALIZED % OF TOTAL
YEAR OF FEET % OF TOTAL BASE RENT(1) ANNUALIZED
EXPIRATION (IN THOUSANDS) SQUARE FEET (IN THOUSANDS) BASE RENT(1)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
TOTAL PORTFOLIO
1998 3,251 16.4% $ 17,835 14.1%
1999 2,170 10.9% 13,692 10.8%
2000 3,376 17.0% 20,527 16.2%
2001 2,026 10.2% 12,680 10.0%
2002 2,677 13.5% 22,002 17.4%
2003 1,278 6.4% 11,326 9.0%
2004 1,218 6.1% 7,714 6.1%
2005 997 5.0% 3,489 2.8%
2006 668 3.4% 3,616 2.9%
2007 1,157 5.8% 7,454 5.9%
2008 267 1.3% 1,061 0.8%
2009 20 0.1% 157 0.1%
2010 65 0.3% 90 0.1%
2011 350 1.8% 1,784 1.4%
2012 and later 303 1.8% 3,112 2.4%
- ---------------------------------------------------------------------------------------------------
19,823(2) 100.0% $ 126,539 100.0%
- ---------------------------------------------------------------------------------------------------
INDUSTRIAL PROPERTIES
1998 3,054 17.0% $ 15,051 14.9%
1999 2,023 11.3% 12,014 11.9%
2000 3,172 17.7% 17,671 17.5%
2010 1,914 10.7% 11,094 11.0%
2002 2,280 12.7% 15,204 15.1%
2003 1,038 5.8% 7,483 7.4%
2004 1,106 6.2% 5,839 5.8%
2005 966 5.4% 3,029 3.0%
2006 647 3.6% 3,247 3.2%
2007 1,101 6.1% 6,864 6.8%
2008 260 1.4% 1,061 1.1%
2009 20 0.1% 157 0.2%
2010 0 0.0% 0 0.0%
2011 294 1.6% 1,704 1.7%
2012 and later 87 0.4% 579 0.4%
- ---------------------------------------------------------------------------------------------------
17,962 100.0% $ 100,997 100.0%
- ---------------------------------------------------------------------------------------------------
(TABLE CONTINUED ON FOLLOWING PAGE)
</TABLE>
25
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
SQUARE ANNUALIZED % OF TOTAL
YEAR OF FEET % OF TOTAL BASE RENT(1) ANNUALIZED
EXPIRATION (IN THOUSANDS) SQUARE FEET (IN THOUSANDS) BASE RENT(1)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SURBURBAN
OFFICE PROPERTIES
1998 182 12.7% $ 2,550 11.5%
1999 99 6.9% 1,256 5.7%
2000 152 10.6% 2,298 10.3%
2001 108 7.5% 1,531 6.9%
2002 395 27.5% 6,739 30.3%
2003 233 16.2% 3,696 16.6%
2004 104 7.3% 1,700 7.7%
2005 26 1.8% 382 1.7%
2006 17 1.2% 309 1.4%
2007 56 3.9% 590 2.7%
2008 0 0.0% 0 0.0%
2009 0 0.0% 0 0.0%
2010 0 0.0% 0 0.0%
2011 0 0.0% 0 0.0%
2012 and later 66 4.4% 1,166 5.2%
- ---------------------------------------------------------------------------------------------------
1,438 100.0% $ 22,217 100.0%
- ---------------------------------------------------------------------------------------------------
</TABLE>
(1) Annualized base rent represents the annualized monthly base rental at the
time of lease expiration.
(2) The total square footage as of March 31, 1998, is comprised of
approximately 19,084,317 square feet of leases in in-service properties,
and approximately 738,385 square feet of leases in properties under
development or in lease-up where tenants are paying rent as of March 31,
1998.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1997, SFAS 131, "Disclosures About Segments of an Enterprise and Related
Information" was issued prescribing new guidelines for the reporting of segment
data. SFAS 131 will apply to all public, for-profit companies and will be
effective for the Operating Partnership beginning with the fourth quarter and
year ended December 31, 1998. The Operating Partnership is reporting under prior
accounting standards, but may be required to provide certain segment disclosures
under SFAS 131. The Operating Partnership continues to evaluate the disclosure
provisions of SFAS 131 and plans to adopt SFAS 131 in its financial statements
for the year ended December 31, 1998.
In March 1998, Emerging Issues Task Force Issue No. 97-11, "Accounting for
Internal Costs Relating to Real Estate Property Acquisition," was issued
prescribing that internal acquisition costs relating to the acquisition of
operating real estate properties should be expenses as incurred. Previously, the
Operating Partnership capitalized such costs to its acquisition properties. The
implementation of this new guideline will not have a material impact on the
Operating Partnership's financial statements.
26
<PAGE>
IMPACT OF INFLATION
In the last three years, inflation has not had a significant impact on the
Operating Partnership because of the relatively low inflation rate.
Substantially all tenant leases do, however, contain provisions designed to
protect the Operating Partnership from the impact of inflation. Most of the
leases require tenants to pay their share of operating expenses, including
common area maintenance, real estate taxes and insurance, thereby reducing the
Operating Partnership's exposure to increases in costs and operating expenses
resulting from inflation. In addition, many of the leases are for terms of less
than seven years, which may enable the Operating Partnership to replace existing
leases with new leases at higher base rentals if rents under the existing leases
are below the then-existing market rate. However, there can be no assurance that
the Operating Partnership would be able to replace existing leases with new
leases at higher base rentals.
OTHER MATTERS
The Operating Partnership continues to assess the potential impact of the year
2000 on the processing of date-sensitive information by the Operating
Partnership's hardware and software information systems. The year 2000 issue is
the result of many computer programs recognizing a date ending with "00" as the
year 1900 rather than the year 2000, causing potential system failures or
miscalculations which could result in disruptions of normal business operations.
The Operating Partnership's primary financial and operating systems are supplied
by third-party suppliers. Based on communications with third-party suppliers,
evaluations of third-party systems and internal assessments of in-house
information systems, the costs of addressing potential year 2000 issues are not
expected to have a material adverse impact on the Operating Partnership's
financial position, results of operations or cash flows in future periods. In
fact, most of the Operating Partnership's software systems are either currently
year 2000 compliant or will be compliant well in advance of January 1, 2000.
However, such conclusions are based upon communications, evaluations and
assessments to date, and if future negative events occur which can not be
resolved in a timely manner, it could results in material financial risk to the
Operating Partnership. The Operating Partnership plans to allocate the time and
resources necessary to timely resolve any significant year 2000 issues.
27
<PAGE>
PART II -OTHER INFORMATION
ITEM 2 - CHANGE IN SECURITIES
During the three months ended March 31, 1998, the Operating Partnership
issued a total of 1,188,105 Common Units, in full or partial consideration
for the acquisition of real estate properties. The aggregate value of the
properties acquired by the Operating Partnership in exchange for such
Common Units was approximately $36,208,000. Common Units are convertible by
their holders into shares of Company common stock on a one-for-one basis,
or into cash, at the Company's option. The Common Units were issued
pursuant to an exemption from registration under Section 4(2) of the
Securities Act in reliance, in part, upon the representations and
warranties set forth in the acquisition agreements. Certain of these Common
Units are subject to registration rights and lock-up agreements which
generally restrict the disposition of the Common Units until the designated
lock-up periods expire.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
11.1 - Computation of net income per Common Unit.
27.1 - Financial data schedule.
(b) Reports on Form 8-K
Form 8-K dated January 9, 1998 and filed on January 23, 1998, amended
by Form 8-K/A dated January 9, 1998 and filed on February 18, 1998,
reporting the acquisition of real estate properties on January 9,
1998.
Form 8-K dated February 17, 1998 and filed on February 18, 1998,
reporting the acquisition of operating real estate properties from NWI
Warehouse Group, L.P. and Lichtin Properties, Inc.
Form 8-K dated February 18, 1998 and filed on February 18, 1998,
reporting restated earnings per share data under Statement of
Financial Accounting Standards No. 128.
Form 8-K dated February 18, 1998 and filed on February 20, 1998,
filing certain exhibits relating to the Company's common stock
offering in February 1998.
Form 8-K dated March 11, 1998 and filed on March 12, 1998, reporting
results of operations for the three months and year ended December 31,
1997.
Form 8-K dated March 17, 1998, and filed on March 20, 1998, filing
certain exhibits relating to the Operating Partnership's unsecured
note offering in March 1998.
Form 8-K dated March 24, 1998, and filed on March 27, 1998, filing
certain exhibits relating to the Company's common stock offering in
March 1998.
28
<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 thereunto duly authorized.
WEEKS REALTY, L.P.
----------------------------------------
(Registrant)
By: Weeks GP Holdings, Inc.,
as General Partner
May 14, 1998 /s/ A. R. Weeks, Jr.
----------------------------------------
A. R. Weeks, Jr.
Chairman of the Board and
Chief Executive Officer
May 14, 1998 /s/ David P. Stockert
----------------------------------------
David P. Stockert
Senior Vice President and
Chief Financial Officer
29
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
- ------------------------------------------------------------------------------
11.1 Computation of net income per Common Unit
27.1 Financial data schedule
30
<PAGE>
EXHIBIT 11.1
WEEKS REALTY, L.P.
COMPUTATION OF NET INCOME PER COMMON UNIT
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
- ---------------------------------------------------------------------------
Three Months Three Months
Ended Ended
(In thousands, except per share data) March 31, 1998 March 31, 1997
- ----------------------------------------------------------------------------
Computation of Net Income Per Common Unit
Net income available to Common
Unitholders - basic and diluted $ 7,318 $ 5,058
- ----------------------------------------------------------------------------
Weighted average Common Units - basic 24,868 18,605
Dilutive securities -
Stock options 195 235
- ----------------------------------------------------------------------------
Weighted average Common Units - diluted 25,063 18,840
- ----------------------------------------------------------------------------
Net Income Per Common Unit
Basic $ 0.29 $ 0.27
Diluted $ 0.29 $ 0.27
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 481
<SECURITIES> 0
<RECEIVABLES> 9,132
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 1,028,180
<DEPRECIATION> 69,077
<TOTAL-ASSETS> 1,106,702
<CURRENT-LIABILITIES> 0
<BONDS> 436,739
0
0
<COMMON> 0
<OTHER-SE> 421,549
<TOTAL-LIABILITY-AND-EQUITY> 1,106,702
<SALES> 0
<TOTAL-REVENUES> 32,693
<CGS> 0
<TOTAL-COSTS> 23,210
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,102
<INCOME-PRETAX> 10,318
<INCOME-TAX> 0
<INCOME-CONTINUING> 10,318
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,318
<EPS-PRIMARY> 0.29
<EPS-DILUTED> 0.29
</TABLE>
