UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 31, 2002
CORPORATE OFFICE PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
Maryland | 0-20047 | 23-2947217 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
||
8815 Centre Park Drive, Suite 400 Columbia, Maryland 21045 (Address of principal executive offices) |
(410) 730-9092
(Registrant's telephone number, including area code)
7000 Columbia Gateway Drive
On May 31, 2002, Corporate Office Properties Trust (the "Company"), through an affiliate of Corporate Office Properties, L.P. (the "Operating Partnership"), acquired a 145,806 square foot office building located in Columbia, Maryland ("7000 Columbia Gateway Drive").
7000 Columbia Gateway Drive was acquired for an aggregate cost to the Company of $16.2 million, including transaction costs. The Company paid the purchase price and transaction costs using $15.8 million in borrowings under its existing secured revolving credit facility with Bankers Trust Company (the "Revolving Credit Facility") and cash reserves for the balance.
The following schedule sets forth certain information relating to 7000 Columbia Gateway Drive as of October 31, 2002:
Property Location |
Year Built |
Rentable Square Feet |
Occupancy(1) |
Total Rental Revenue(2) |
Total Rental Revenue per Occupied Square Foot(3) |
Major Tenants (10% or more of Rentable Square Feet) |
Year of Lease Expiration |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
7000 Columbia Gateway Dr. |
1999 | 145,806 | 100.0 | % | $ | 1,334,125 | $ | 9.15 | Honeywell International (100.0%) | 2006 |
11800 Tech Road
On August 1, 2002, the Company, through an affiliate of the Operating Partnership, acquired a 235,866 square foot office building located in Silver Spring, Maryland ("11800 Tech Road").
11800 Tech Road was acquired for an aggregate cost to the Company of $27.2 million, including transaction costs. The Company paid the purchase price and transaction costs using borrowings from two mortgage loans.
2
The following schedule sets forth certain information relating to 11800 Tech Road as of October 31, 2002:
Property Location |
Year Built |
Rentable Square Feet |
Occupancy(1) |
Total Rental Revenue(2) |
Total Rental Revenue per Occupied Square Foot(3) |
Major Tenants (10% or more of Rentable Square Feet) |
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
11800 Tech Road |
1969 |
235,866 |
100.0 |
% |
$ |
3,589,181 |
$ |
15.22 |
Comcast Corporation (41.9%) Kaiser Foundation Health Plan (16.6%) BioCore Medical Technologies (13.5%) Holy Cross Hospital of Silver Spring (12.2%) United States Government (10.6%) |
The following schedule sets forth annual lease expirations for 11800 Tech Road as of October 31, 2002 assuming that none of the tenants exercise renewal options:
Year of Lease Expiration |
Number of Leases Expiring |
Square Footage of Leases Expiring |
Percentage of Total Occupied Square Feet |
Total Rental Revenue of Expiring Office Leases(1) |
Percentage of Total Office Rental Revenue Expiring(1) |
Total Rental Revenue of Expiring Leases Per Occupied Square Foot(1) |
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
|
|
|
(in thousands) |
|
|
||||||||
2005 | 2 | 31,898 | 13.5 | % | $ | 502 | 14.0 | % | $ | 15.74 | ||||
2006 | | | 0.0 | % | | 0.0 | % | | ||||||
2007 | 1 | 39,182 | 16.6 | % | 652 | 18.2 | % | 16.64 | ||||||
2008 | | | 0.0 | % | | 0.0 | % | | ||||||
2009 | 2 | 127,763 | 54.2 | % | 2,030 | 56.6 | % | 15.89 | ||||||
2010 | 1 | 25,033 | 10.6 | % | 291 | 8.0 | % | 11.63 | ||||||
2011 | | | 0.0 | % | | 0.0 | % | | ||||||
2012 | 1 | 11,990 | 5.1 | % | 114 | 3.2 | % | 9.48 | ||||||
Total/Weighted Avg. | 7 | 235,866 | 100.0 | % | $ | 3,589 | 100.0 | % | $ | 15.46 | ||||
15049 and 15059 Conference Center Drive
On August 14, 2002, the Company, through an affiliate of the Operating Partnership, acquired two office buildings totaling 290,245 square feet located in the Westfields Corporate Center in Chantilly, Virginia ("15049 and 15059 Conference Center Drive").
3
15049 and 15059 Conference Center Drive were acquired for an aggregate cost to the Company of $47.4 million, including transaction costs. The Company paid the purchase price and transaction costs using $30.9 million in borrowings under the Revolving Credit Facility and $16.5 million in borrowings from two mortgage loans.
The following schedule sets forth certain information relating to 15049 and 15059 Conference Center Drive as of October 31, 2002:
Property Locations |
Year Built/ Renovated |
Rentable Square Feet |
Occupancy(1) |
Total Rental Revenue(2) |
Percentage of Total Rental Revenue of Occupied Sq. Ft.(3) |
Total Rental Revenue per Occupied Square Foot(4) |
Major Tenants (10% or more of Rentable Square Feet) |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
15049 Conference Center Drive | 1997 | 145,053 | 100.0 | % | $ | 3,753,671 | 51 | % | $ | 25.88 | The Aerospace Corporation (92%) | |||||
15059 Conference Center Drive | 2000 | 145,192 | 92.6 | % | 3,544,862 | 49 | % | 26.37 | The Boeing Corporation (55%) BoozAllen & Hamilton (18%) | |||||||
Total/Average | 290,245 | 96.3 | % | $ | 7,298,533 | 100 | % | $ | 26.11 | |||||||
4
The following schedule sets forth annual lease expirations for 15049 and 15059 Conference Center Drive as of October 31, 2002 assuming that none of the tenants exercise renewal options:
Year of Lease Expiration |
Number of Leases Expiring |
Square Footage of Leases Expiring |
Percentage of Total Occupied Square Feet |
Total Rental Revenue of Expiring Office Leases(1) |
Percentage of Total Office Rental Revenue Expiring(1) |
Total Rental Revenue of Expiring Leases Per Occupied Square Foot(1) |
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
|
|
|
(in thousands) |
|
|
||||||||
11/1/02-12/31/02 | 1 | 1,000 | 0.4 | % | | 0.0 | % | | ||||||
2003 | | | 0.0 | % | | 0.0 | % | | ||||||
2004 | | | 0.0 | % | | 0.0 | % | | ||||||
2005 | 1 | 6,037 | 2.1 | % | 164 | 2.2 | % | 27.16 | ||||||
2006 | 2 | 10,395 | 3.7 | % | 329 | 4.5 | % | 31.66 | ||||||
2007 | 3 | 22,610 | 8.1 | % | 604 | 8.3 | % | 26.73 | ||||||
2008 | 1 | 25,577 | 9.2 | % | 674 | 9.2 | % | 26.36 | ||||||
2009 | | | 0.0 | % | | 0.0 | % | | ||||||
2010 | 1 | 54,255 | 19.4 | % | 1,424 | 19.5 | % | 26.24 | ||||||
2011 | 1 | 25,577 | 9.2 | % | 658 | 9.0 | % | 25.71 | ||||||
2012 | 1 | 133,691 | 47.9 | % | 3,446 | 47.3 | % | 25.77 | ||||||
Total/Weighted Avg. | 11 | 279,142 | 100.0 | % | $ | 7,299 | 100.0 | % | $ | 26.29 | ||||
5
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
The financial statements of 7000 Columbia Gateway Drive, 11800 Tech Road and 15049 and 15059 Conference Center Drive are included herein. See pages F-13 through F-26.
The pro forma condensed consolidating financial statements of the Company are included herein. See pages F-1 through F-13.
Exhibit Number |
Description |
|
---|---|---|
99.1 |
Contract for Purchase and Sale, dated April 29, 2002, between Allianz Life Insurance Company of North America and COPT Acquisitions, Inc. |
|
99.2 |
Sale Contract, dated June 7, 2002, between 11800 Tech Road Investors LLC and COPT Acquisitions, Inc. |
|
99.3 |
Agreement of Purchase and Sale, dated July 24, 2002, between TRC Westfields I LLC, TRC Westfields II LLC, TRC Westfields III LLC and COPT Acquisitions, Inc. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 16, 2002
CORPORATE OFFICE PROPERTIES TRUST | |||
By: |
/s/ RANDALL M. GRIFFIN Name: Randall M. Griffin Title: President and Chief Operating Officer |
||
By: |
/s/ ROGER A. WAESCHE, JR. Name: Roger A. Waesche, Jr. Title: Chief Financial Officer |
6
CORPORATE OFFICE PROPERTIES TRUST
INDEX TO FINANCIAL STATEMENTS
I. PRO FORMA CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF THE COMPANY | ||||
Pro Forma Condensed Consolidating Balance Sheet as of September 30, 2002 (unaudited) |
F-4 |
|||
Pro Forma Condensed Consolidating Statement of Operations for the Year Ended December 31, 2001 (unaudited) |
F-5 |
|||
Pro Forma Condensed Consolidating Statement of Operations for the Nine Month Period Ended September 30, 2002 (unaudited) |
F-6 |
|||
Notes and Management's Assumptions to Pro Forma Condensed Consolidating Financial Information |
F-7 |
|||
II. 7000 COLUMBIA GATEWAY DRIVE |
||||
Report of Independent Accountants |
F-13 |
|||
Historical Summary of Revenue and Certain Expenses for the Year Ended December 31, 2001 |
F-14 |
|||
Historical Summary of Revenue and Certain Expenses for the Three Months Ended March 31, 2002 (unaudited) |
F-15 |
|||
Notes to Historical Summary of Revenue and Certain Expenses |
F-16 |
|||
III. 11800 TECH ROAD |
||||
Report of Independent Accountants |
F-17 |
|||
Historical Summary of Revenue and Certain Expenses for the Year Ended December 31, 2001 |
F-18 |
|||
Historical Summary of Revenue and Certain Expenses for the Six Months Ended June 30, 2002 (unaudited) |
F-19 |
|||
Notes to Historical Summary of Revenue and Certain Expenses |
F-20 |
|||
IV. 15049 AND 15059 CONFERENCE CENTER DRIVE |
||||
Report of Independent Accountants |
F-22 |
|||
Historical Summary of Revenue and Certain Expenses for the Year Ended December 31, 2001 |
F-23 |
|||
Historical Summary of Revenue and Certain Expenses for the Six Months Ended June 30, 2002 (unaudited) |
F-24 |
|||
Notes to Historical Summary of Revenue and Certain Expenses |
F-25 |
F-1
CORPORATE OFFICE PROPERTIES TRUST
PRO FORMA CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Set forth below are the unaudited pro forma condensed consolidating balance sheet as of September 30, 2002, and the unaudited pro forma condensed consolidating statements of operations for the year ended December 31, 2001 and the nine month period ended September 30, 2002, of Corporate Office Properties Trust and its consolidated affiliates, including Corporate Office Properties, L.P. (the "Operating Partnership"). Corporate Office Properties Trust and its consolidated affiliates, including the Operating Partnership, are collectively referred to herein as the "Company."
The pro forma condensed consolidating financial information is presented as if the following transactions had been consummated on the earlier of the actual date of consummation or September 30, 2002, for balance sheet purposes, and January 1, 2001, for purposes of the statements of operations:
2001 Transactions
The transactions set forth below are collectively referred to herein as the "2001 Transactions."
F-2
2002 Transactions
The transactions set forth below are collectively referred to herein as the "2002 Transactions."
Cedar Knolls Acquisition
The Company reached verbal agreement on key terms to purchase a parcel of land in Annapolis Junction, Maryland consisting of 51 developable acres ("Cedar Knolls") for $20,993,000 from an affiliate of Constellation Real Estate, Inc. Management expects that this acquisition will be completed on January 10, 2003. Under the terms of the agreement, the seller is providing financing for the acquisition at a below-market interest rate; accordingly, Management is discounting the value of the acquisition and the financing to reflect the below-market interest rate. The Cedar Knolls acquisition, after adjustment for the discount described above, is valued at approximately $19,688,000 for the purchase price and $17,128,000 for the seller financing.
This pro forma condensed consolidating financial information should be read in conjunction with the following historical financial statements and notes thereto:
In management's opinion, all adjustments necessary to reflect the effects of the 2001 Transactions, 2002 Transactions and probable acquisition of Cedar Knolls have been made. This pro forma condensed consolidating financial information is unaudited and is not necessarily indicative of what the Company's actual financial position would have been at September 30, 2002 or what the results of operations would have been for the year ended December 31, 2001 or the nine months ended September 30, 2002. The pro forma condensed consolidating financial information also does not purport to represent the future financial position and results of operations of the Company.
F-3
Corporate Office Properties Trust
Pro Forma Condensed Consolidating Balance Sheet
As of September 30, 2002
(Unaudited)
(Dollars in thousands, except per share data)
|
Historical Consolidated (A) |
Cedar Knolls (B) |
Other Pro Forma Adjustments |
Pro Forma Consolidated |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Assets | ||||||||||||||||
Net investments in real estate | $ | 1,061,245 | $ | 19,688 | $ | | $ | 1,080,933 | ||||||||
Cash and cash equivalents | 7,664 | (2,560 | ) | | 5,104 | |||||||||||
Other assets | 60,413 | | | 60,413 | ||||||||||||
Total assets | $ | 1,129,322 | $ | 17,128 | $ | | $ | 1,146,450 | ||||||||
Liabilities and shareholders' equity | ||||||||||||||||
Liabilities | ||||||||||||||||
Mortgage loans payable | $ | 710,033 | $ | 17,128 | $ | | $ | 727,161 | ||||||||
Other liabilities | 28,421 | | | 28,421 | ||||||||||||
Total liabilities | 738,454 | 17,128 | | 755,582 | ||||||||||||
Minority interests | 100,885 | | | 100,885 | ||||||||||||
Shareholders' equity | ||||||||||||||||
Preferred shares of beneficial interest | 43 | | | 43 | ||||||||||||
Common shares of beneficial interest | 237 | | | 237 | ||||||||||||
Additional paid-in capital | 313,862 | | | 313,862 | ||||||||||||
Other | (24,159 | ) | | | (24,159 | ) | ||||||||||
Total shareholders' equity | 289,983 | | | 289,983 | ||||||||||||
Total liabilities and shareholders' equity | $ | 1,129,322 | $ | 17,128 | $ | | $ | 1,146,450 | ||||||||
See accompanying notes and management's assumptions to pro forma financial statements.
F-4
Corporate Office Properties Trust
Pro Forma Condensed Consolidating Statement of Operations
For the Year Ended December 31, 2001
(Unaudited)
(Dollars in thousands, except per share data)
|
Historical Consolidated (A) |
2001 Transactions (B) |
7320 Parkway Drive (C) |
Rivers 95 (D) |
7000 Columbia Gateway (E) |
8815 Centre Park Drive (F) |
11800 Tech Road (G) |
15049 and 15059 Conference Center Drive (H) |
Cedar Knolls (I) |
Other Pro Forma Adjustments |
Pro Forma Consolidated |
|||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Revenues | ||||||||||||||||||||||||||||||||||||
Rental revenue | $ | 110,547 | $ | 10,610 | $ | 565 | $ | 1,232 | $ | 1,334 | $ | (1,119 | ) | $ | 2,390 | $ | 5,216 | $ | | $ | | $ | 130,775 | |||||||||||||
Tenant recoveries and other revenue | 14,999 | 4,399 | 114 | 267 | | (94 | ) | 600 | 1,309 | | | 21,594 | ||||||||||||||||||||||||
Service operation revenue | 3,864 | | | | | | | | | | 3,864 | |||||||||||||||||||||||||
Total revenues | 129,410 | 15,009 | 679 | 1,499 | 1,334 | (1,213 | ) | 2,990 | 6,525 | | | 156,233 | ||||||||||||||||||||||||
Expenses | ||||||||||||||||||||||||||||||||||||
Property operating | 36,782 | 5,496 | 103 | 296 | 4 | (470 | ) | 784 | 2,546 | | | 45,541 | ||||||||||||||||||||||||
General and administrative | 5,289 | | | | | | | | | | 5,289 | |||||||||||||||||||||||||
Interest and amortization of deferred financing costs | 34,591 | (2,048 | ) | | | | | | | | 12,088 | (J) | 44,631 | |||||||||||||||||||||||
Depreciation and other amortization | 20,976 | | | | | | | | | 3,841 | (K) | 24,817 | ||||||||||||||||||||||||
Service operation expenses | 4,354 | | | | | | | | | | 4,354 | |||||||||||||||||||||||||
Total expenses | 101,992 | 3,448 | 103 | 296 | 4 | (470 | ) | 784 | 2,546 | | 15,929 | 124,632 | ||||||||||||||||||||||||
Gain (loss) on sale of Properties | 1,618 | (1,596 | ) | | | | | | | | | 22 | ||||||||||||||||||||||||
Equity in loss of unconsolidated subsidiary | (84 | ) | | | | | | | | | (117) | (L) | (201 | ) | ||||||||||||||||||||||
Income (loss) before minority interests and income taxes | 28,952 | 9,965 | 576 | 1,203 | 1,330 | (743 | ) | 2,206 | 3,979 | | (16,046 | ) | 31,422 | |||||||||||||||||||||||
Minority interests | ||||||||||||||||||||||||||||||||||||
Preferred Units | (2,287 | ) | | | | | | | | | | (2,287 | ) | |||||||||||||||||||||||
Other partnerships | (84 | ) | | | | | | | | | | (84 | ) | |||||||||||||||||||||||
Common Units | (6,613 | ) | | | | | | | | | 278 | (M) | (6,335 | ) | ||||||||||||||||||||||
Income (loss) from continuing operations before income taxes | 19,968 | 9,965 | 576 | 1,203 | 1,330 | (743 | ) | 2,206 | 3,979 | | (15,768 | ) | 22,716 | |||||||||||||||||||||||
Income tax benefit | 269 | | | | | | | | | | 269 | |||||||||||||||||||||||||
Net income (loss) from continuing operations | 20,237 | 9,965 | 576 | 1,203 | 1,330 | (743 | ) | 2,206 | 3,979 | | (15,768 | ) | 22,985 | |||||||||||||||||||||||
Preferred share dividends | (6,857 | ) | (3,276 | ) | | | | | | | | | (10,133 | ) | ||||||||||||||||||||||
Net income (loss) from continuing operations available to Common Shareholders | $ | 13,380 | $ | 6,689 | $ | 576 | $ | 1,203 | $ | 1,330 | $ | (743 | ) | $ | 2,206 | $ | 3,979 | $ | | $ | (15,768 | ) | $ | 12,852 | ||||||||||||
Earnings per share: Basic | $ | 0.67 | $ | 0.64 | ||||||||||||||||||||||||||||||||
Earnings per share: Diluted | $ | 0.64 | $ | 0.62 | ||||||||||||||||||||||||||||||||
Weighted average number of shares: Basic | 20,099 | 20,099 | ||||||||||||||||||||||||||||||||||
Diluted | 21,623 | 79 | (N) | 21,702 | ||||||||||||||||||||||||||||||||
See accompanying notes and management's assumptions to pro forma financial statements.
F-5
Corporate Office Properties Trust
Pro Forma Condensed Consolidating Statement of Operations
For the Nine Month Period Ended September 30, 2002
(Unaudited)
(Dollars in thousands, except per share
data)
|
Historical Consolidated (A) |
7320 Parkway Drive (C) |
Rivers 95 (D) |
7000 Columbia Gateway Drive (E) |
8815 Centre Park Drive (F) |
11800 Tech Road (G) |
15049 and 15059 Conference Center Drive (H) |
Cedar Knolls (I) |
Other Pro Forma Adjustments |
Total |
|||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Revenues | |||||||||||||||||||||||||||||||||
Rental revenue | $ | 98,037 | $ | 150 | $ | 324 | $ | 557 | $ | (645 | ) | $ | 1,696 | $ | 3,618 | $ | | $ | | $ | 103,737 | ||||||||||||
Tenant recoveries and other revenue | 11,970 | 14 | 53 | | (8 | ) | 491 | 872 | | | 13,392 | ||||||||||||||||||||||
Service operation revenue | 3,194 | | | | | | | | | 3,194 | |||||||||||||||||||||||
Total revenues | 113,201 | 164 | 377 | 557 | (653 | ) | 2,187 | 4,490 | | | 120,323 | ||||||||||||||||||||||
Expenses | |||||||||||||||||||||||||||||||||
Property operating | 32,907 | 24 | 74 | | (260 | ) | 524 | 1,569 | | | 34,838 | ||||||||||||||||||||||
General and administrative | 4,925 | | | | | | | | | 4,925 | |||||||||||||||||||||||
Interest and amortization of deferred financing costs | 29,885 | | | | | | | | 2,190 | (J) | 32,075 | ||||||||||||||||||||||
Depreciation and other amortization | 20,486 | | | | | | | | 1,128 | (K) | 21,614 | ||||||||||||||||||||||
Service operation expense | 3,353 | | | | | | | | | 3,353 | |||||||||||||||||||||||
Total expenses | 91,556 | 24 | 74 | | (260 | ) | 524 | 1,569 | | 3,318 | 96,805 | ||||||||||||||||||||||
Gain (loss) on sale of properties | 1,742 | | | | (19 | ) | | | | | 1,723 | ||||||||||||||||||||||
Equity in income of unconsolidated subsidiaries | 114 | | | | | | | | | 114 | |||||||||||||||||||||||
Income (loss) before minority interests and income taxes | 23,501 | 140 | 303 | 557 | (412 | ) | 1,663 | 2,921 | | (3,318 | ) | 25,355 | |||||||||||||||||||||
Minority interests | |||||||||||||||||||||||||||||||||
Preferred Units | (1,716 | ) | | | | | | | | | (1,716 | ) | |||||||||||||||||||||
Other partnerships | 59 | | | | | | | | | 59 | |||||||||||||||||||||||
Common Units | (4,407 | ) | | | | | | | | (581) | (M) | (4,988 | ) | ||||||||||||||||||||
Income (loss) from continuing operations before income taxes | 17,437 | 140 | 303 | 557 | (412 | ) | 1,663 | 2,921 | | (3,899 | ) | 18,710 | |||||||||||||||||||||
Income tax benefit | 43 | | | | | | | | | 43 | |||||||||||||||||||||||
Net income (loss) from continuing operations | 17,480 | 140 | 303 | 557 | (412 | ) | 1,663 | 2,921 | | (3,899 | ) | 18,753 | |||||||||||||||||||||
Preferred share dividends | (7,600 | ) | | | | | | | | | (7,600 | ) | |||||||||||||||||||||
Net income (loss) from continuing operations available to Common Shareholders | $ | 9,880 | $ | 140 | $ | 303 | $ | 557 | $ | (412 | ) | $ | 1,663 | $ | 2,921 | $ | | $ | (3,899 | ) | $ | 11,153 | |||||||||||
Earnings per share: Basic | $ | 0.44 | $ | 0.50 | |||||||||||||||||||||||||||||
Earnings per share: Diluted | $ | 0.42 | $ | 0.48 | |||||||||||||||||||||||||||||
Weighted average number of shares: | |||||||||||||||||||||||||||||||||
Basic | 22,215 | 22,215 | |||||||||||||||||||||||||||||||
Diluted | 24,285 | 24,285 | |||||||||||||||||||||||||||||||
See accompanying notes and management's assumptions to pro forma financial statements.
F-6
CORPORATE OFFICE PROPERTIES TRUST
NOTES AND MANAGEMENT'S ASSUMPTIONS TO
PRO FORMA CONDENSED CONSOLIDATING
FINANCIAL INFORMATION
(Dollars in thousands, except share and per share amounts)
1. Basis of Presentation:
Corporate Office Properties Trust and subsidiaries (the "Company") is a self-administered Maryland real estate investment trust. As of September 30, 2002, the Company's portfolio included 111 office properties, including one owned through a joint venture.
These pro forma condensed consolidating financial statements should be read in conjunction with the historical financial statements and notes thereto of the Company, the Airport Square Properties, the Gateway 63 Properties, Washington Technology Park, 7000 Columbia Gateway Drive, 11800 Tech Road and 15049 and 15059 Conference Center Drive. In management's opinion, all adjustments necessary to reflect the effects of the 2001 Transactions, the 2002 Transactions and the probable Cedar Knolls acquisition have been made. This pro forma condensed consolidating financial information is unaudited and is not necessarily indicative of what the Company's actual financial position would have been at September 30, 2002 or what the results of operations would have been for the year ended December 31, 2001 or the nine months ended September 30, 2002, nor does it purport to represent the future financial position and results of operations of the Company.
2. Adjustments to Pro Forma Condensed Consolidating Balance Sheet:
(A) Reflects the historical consolidated balance sheet of the Company as of September 30, 2002.
3. Adjustments to Pro Forma Condensed Consolidating Statements of Operations:
F-7
|
State Farm Properties (i) |
19 Commerce Drive (ii) |
Airport Square Properties (iii) |
Gateway 63 Properties (iv) |
Washington Technology Park (v) |
Preferred Share Issuances (vi) |
Total |
|||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Revenues | ||||||||||||||||||||||
Rental income | $ | 611 | $ | (779 | ) | $ | 3,266 | $ | 2,112 | $ | 5,400 | $ | | $ | 10,610 | |||||||
Tenant recoveries and other revenue | (50 | ) | (4 | ) | 237 | 261 | 3,955 | | 4,399 | |||||||||||||
Total revenues | 561 | (783 | ) | 3,503 | 2,373 | 9,355 | | 15,009 | ||||||||||||||
Expenses | ||||||||||||||||||||||
Property operating | 322 | (207 | ) | 949 | 337 | 4,095 | | 5,496 | ||||||||||||||
General and administrative | | | | | | | | |||||||||||||||
Interest | | | | | | (2,048 | ) | (2,048 | ) | |||||||||||||
Depreciation and amortization | | | | | | | | |||||||||||||||
Total expenses | 322 | (207 | ) | 949 | 337 | 4,095 | (2,048 | ) | 3,448 | |||||||||||||
Gain (loss) on sale of properties | | (1,596 | ) | | | | | (1,596 | ) | |||||||||||||
Net income (loss) from continuing operations | 239 | (2,172 | ) | 2,554 | 2,036 | 5,260 | 2,048 | 9,965 | ||||||||||||||
Preferred share dividends | | | | | | (3,276 | ) | (3,276 | ) | |||||||||||||
Income (loss) before minority interests and income taxes | $ | 239 | $ | (2,172 | ) | $ | 2,554 | $ | 2,036 | $ | 5,260 | $ | (1,228 | ) | $ | 6,689 | ||||||
F-8
The two tables that follow set forth detailed information pertaining to the pro forma adjustments for interest expense and preferred share dividends associated with the 2001 Preferred Shares Issuances.
|
For the Year Ended December 31, 2001 |
|||||
---|---|---|---|---|---|---|
Interest expense: | ||||||
Series D Preferred Share issuance$8,245 of proceeds used to pay down the Revolving Credit Facility, bearing interest on the outstanding balance at LIBOR plus 175 basis points. | $ | (51 | ) | |||
Series E Preferred Share issuance$26,905 of the proceeds used to pay down the Revolving Credit Facility, bearing interest on the outstanding balance at LIBOR plus 175 basis points. | (538 | ) | ||||
Series F Preferred Share issuance$31,200 of the proceeds used to pay down the Revolving Credit Facility, bearing interest on the outstanding balance at LIBOR plus 175 basis points. | (1,459 | ) | ||||
Total | $ | (2,048 | ) | |||
The pro forma adjustments above reflect an aggregate decrease to interest expense; this decrease to interest expense would decrease by a total of $37 for the year ended December 31, 2001 if interest rates on variable rate debt were 1/8th of a percentage point higher.
|
For the Year Ended December 31, 2001 |
||||
---|---|---|---|---|---|
Preferred Share dividends: | |||||
Series D Preferred Share issuance544,000 shares issued with an aggregate liquidation preference of $13,600, paying dividends at a yearly rate of 4% of such liquidation preference. | $ | 36 | |||
Series E Preferred Share issuance1,150,000 shares issued with an aggregate liquidation preference of $28,750, paying dividends at a yearly rate of 10.25% of such liquidation preference. | 778 | ||||
Series F Preferred Share issuance1,425,000 shares issued with an aggregate liquidation preference of $35,625, paying dividends at a yearly rate of 9.875% of such liquidation preference. | 2,462 | ||||
Total | $ | 3,276 | |||
F-9
Adjustment to interest expense, net of related historical amounts, as a result of: |
For the Year Ended December 31, 2001 |
For the Nine Month Period Ended September 30, 2002 |
||||||
---|---|---|---|---|---|---|---|---|
Borrowings under the Revolving Credit Facility of $12,915 in connection with the acquisition of the State Farm Properties. | $ | 352 | $ | | ||||
Debt repaid in connection with the sale of 19 Commerce Drive consisting of a $7,000 mortgage loan on the property with an interest rate of LIBOR plus 175 basis points. | (224 | ) | | |||||
Borrowings in connection with the acquisition of the Airport Square Properties consisting of: (i) $16,215 under a mortgage loan bearing interest at LIBOR plus 175 basis points; (ii) $13,200 under the Revolving Credit Facility; and (iii) $7,862 under a mortgage loan bearing interest at 7.18% per annum. | 1,347 | | ||||||
Borrowings in connection with the acquisition of the Gateway 63 Properties consisting of: (i) a 15,750 mortgage loan bearing interest at the Prime rate; and (ii) $4,295 under the Revolving Credit Facility. | 1,020 | | ||||||
Borrowings in connection with the acquisition of the Washington Technology Park consisting of: (i) $32,078 under the Revolving Credit Facility; and (ii) $25,000 under a mortgage loan bearing interest at LIBOR plus 175 basis points. | 3,198 | | ||||||
Borrowings under the Revolving Credit Facility of $4,957 in connection with the acquisition of 7320 Parkway Drive. | 290 | 46 | ||||||
Borrowings under the Revolving Credit Facility of $10,214 in connection with the acquisition of Rivers 95. | 598 | 95 | ||||||
Borrowings under the Revolving Credit Facility of $15,800 in connection with the acquisition of 7000 Columbia Gateway Drive. | 926 | 238 |
F-10
Debt repaid in connection with the sale of 8815 Centre Park Drive consisting of $3,500 under the Revolving Credit Facility. | (205 | ) | (69 | ) | ||||
Borrowings from debt in connection with the acquisition of 11800 Tech Road consisting of: (i) $22,000 under a mortgage loan bearing interest at LIBOR plus 160 basis points; and (ii) $5,184 under a mortgage loan bearing interest at 6.51% per annum. | 1,593 | 647 | ||||||
Borrowings from debt in connection with the acquisition of 15049 and 15059 Conference Center Drive consisting of: (i) $30,916 under the Revolving Credit Facility; (ii) $16,000 under a mortgage loan bearing interest at 7.0% per annum; and (iii) $500 under a mortgage loan bearing interest at LIBOR plus 150 basis points. | 2,961 | 1,407 | ||||||
Borrowing in connection with the probable acquisition of Cedar Knolls consisting of $17,128 in seller provided financing bearing interest at an imputed rated of 6%. No pro forma adjustment for interest expense is reflected since Management expects for land to be under development upon purchase. | | | ||||||
Amortization of deferred financing costs related to: |
||||||||
19 Commerce Drive | (48 | ) | | |||||
Airport Square Properties | 82 | (77 | ) | |||||
Washington Technology Park | 100 | (82 | ) | |||||
11800 Tech Road | 98 | (15 | ) | |||||
$ | 12,088 | $ | 2,190 | |||||
The pro forma adjustments above reflect an aggregate increase to interest expense. The aggregate pro forma increase to interest expense would increase by an additional $233 for the year ended December 31, 2001 and $69 for the nine months ended September 30, 2002 if interest rates on variable rate debt were 1/8th of a percentage point higher.
The pro forma adjustments resulting from acquisition activity were computed using the effects of initial debt incurred for such acquisitions; such adjustments do not reflect the effect of subsequent changes to the Company's debt, including activity to refinance initially incurred debt. If the pro forma adjustments reflected subsequent refinancings with debt secured by the properties acquired above, the aggregate pro forma increase to interest expense would increase by an additional $324 for the year ended December 31, 2001 and $75 for the nine months ended September 30, 2002. In addition, if the pro forma adjustments reflected the effects of other changes to the Company's debt, the aggregate increase to interest expense could be higher.
F-11
depreciation and amortization expense adjustments on dispositions are reflected based on historical amounts.
Adjustment to depreciation and other amortization expense, net of related historical amounts, as a result of: |
For the Year Ended December 31, 2001 |
For the Nine Month Period Ended September 30, 2002 |
|||||
---|---|---|---|---|---|---|---|
Depreciation expense: | |||||||
State Farm Properties | $ | 110 | $ | | |||
19 Commerce Drive | (109 | ) | | ||||
Airport Square Properties | 472 | | |||||
Gateway 63 Properties | 319 | | |||||
Washington Technology Park | 1,136 | | |||||
7320 Parkway Drive | 99 | 25 | |||||
Rivers 95 | 231 | 58 | |||||
7000 Columbia Gateway Drive | 324 | 135 | |||||
8815 Centre Park Drive | (197 | ) | | ||||
11800 Tech Road | 544 | 317 | |||||
15049 and 15059 Conference Center Drive | 949 | 593 | |||||
Cedar Knolls | | | |||||
Amortization of deferred leasing costs related to: | |||||||
19 Commerce Drive | (37 | ) | | ||||
$ | 3,841 | $ | 1,128 | ||||
F-12
Report of Independent Accountants
To Corporate Office Properties Trust:
We have audited the accompanying historical summary of revenue and certain expenses of 7000 Columbia Gateway Drive (the "Property") as described in Note 1 for the year ended December 31, 2001. This historical summary is the responsibility of the Property management. Our responsibility is to express an opinion on this historical summary based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the historical summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the historical summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the historical summary. We believe that our audit provides a reasonable basis for our opinion.
The accompanying historical summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion on Form 8-K of Corporate Office Properties Trust) as described in Note 2, and is not intended to be a complete presentation of the Property's revenue and expenses.
In our opinion, the historical summary referred to above presents fairly, in all material respects, the revenue and certain expenses as described in Note 2 of the Property for the year ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers
LLP
Baltimore, Maryland
November 15, 2002
F-13
7000 Columbia Gateway Drive
Historical Summary of Revenue and Certain Expenses
for the year ended December 31, 2001
Revenue | |||||
Base rents | $ | 1,334,125 | |||
Total revenue | 1,334,125 | ||||
Certain expenses | |||||
Miscellaneous expenses | 4,351 | ||||
Total property operating | 4,351 | ||||
Revenue in excess of certain expenses | $ | 1,329,774 | |||
The accompanying notes are an integral part of these historical summaries.
F-14
7000 Columbia Gateway Drive
Historical Summary of Revenue and Certain Expenses
for the three months ended March 31, 2002 (unaudited)
Revenue | |||||
Base rents | $ | 333,531 | |||
Total revenue | 333,531 | ||||
Certain expenses | |||||
Miscellaneous expenses | | ||||
Total property operating | | ||||
Revenue in excess of certain expenses | $ | 333,531 | |||
The accompanying notes are an integral part of these historical summaries.
F-15
7000 Columbia Gateway Drive
Notes to Historical Summaries
1. Business
The accompanying historical summary of revenue and certain expenses relates to the operations of 7000 Columbia Gateway Drive (the "Property"), consisting of the revenue and certain expenses of the building totaling 146,000 rentable square feet located in Howard County, Maryland.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying historical summary of revenue and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission in contemplation of Corporate Office Properties Trust ("COPT") acquiring the Property. COPT acquired the Property in May 2002. The historical summary is not representative of the actual operations of the Property for the period presented nor indicative of future operations as certain expenses, primarily depreciation, amortization, allocable overhead and interest expense, which may not be comparable to the expenses expected to be incurred by Corporate Office Properties Trust in future operations of the Property, have been excluded.
Revenue and Expense Recognition
Revenue is recognized on a straight-line basis over the terms of the related lease. Expenses are recognized in the period in which they are incurred.
Use of Estimates
The preparation of this historical summary in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenue and expenses during the reporting period. Actual results may differ from these estimates.
Major Tenants
During 2001, the Property was leased to one tenant.
3. Rentals
The Property has entered into a non-cancelable tenant lease with a lease term through December 15, 2004. Such lease provides that the tenant will pay all operating expenses and real estate taxes associated with the space, as defined in the lease. Future minimum rentals as of December 31, 2001, to be received under this tenant lease are as follows:
2002 | $ | 1,334,125 | |
2003 | 1,334,125 | ||
2004 | 1,278,536 | ||
$ | 3,946,786 | ||
4. Unaudited Historical Summary
The historical summary of revenue and certain expenses for the three months ended March 31, 2002 is unaudited. As a result, this interim historical summary should be read in conjunction with the historical summary of revenue and certain expenses and accompanying notes for the year ended December 31, 2001. The interim historical summary reflects all adjustments which management believes are necessary for the fair presentation of the historical summary of revenue and certain expenses for the interim period presented. These adjustments are of a normal recurring nature. The historical summary of revenue and certain expenses for such interim period is not necessarily indicative of the results for a full year.
F-16
Report of Independent Accountants
To Corporate Office Properties Trust:
We have audited the accompanying historical summary of revenue and certain expenses of 11800 Tech Road (the "Property") as described in Note 1 for the year ended December 31, 2001. This historical summary is the responsibility of the Property management. Our responsibility is to express an opinion on this historical summary based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the historical summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the historical summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the historical summary. We believe that our audit provides a reasonable basis for our opinion.
The accompanying historical summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion on Form 8-K of Corporate Office Properties Trust) as described in Note 2, and is not intended to be a complete presentation of the Property's revenue and expenses.
In our opinion, the historical summary referred to above presents fairly, in all material respects, the revenue and certain expenses as described in Note 2 of 11800 Tech Road for the year ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers
LLP
Baltimore, Maryland
November 15, 2002
F-17
11800 Tech Road
Historical Summary of Revenue and Certain Expenses
for the year ended December 31, 2001
Revenue | ||||||
Base rents | $ | 2,389,669 | ||||
Tenant reimbursements | 501,681 | |||||
Other income | 98,897 | |||||
Total revenue | 2,990,247 | |||||
Certain expenses | ||||||
Property operating expenses | ||||||
Property taxes | 160,049 | |||||
Management expenses | 112,024 | |||||
Other operating expenses | 112,167 | |||||
Other tenant reimbursable expenses | 213,877 | |||||
Total property operating | 598,117 | |||||
Repairs and maintenance | 185,816 | |||||
Total certain expenses | 783,933 | |||||
Revenue in excess of certain expenses | $ | 2,206,314 | ||||
F-18
11800 Tech Road
Historical Summary of Revenue and Certain Expenses
for the six months ended June 30, 2002 (unaudited)
Revenue | |||||||
Base rents | $ | 1,454,001 | |||||
Tenant reimbursements | 384,846 | ||||||
Other income | 36,384 | ||||||
Total revenue | 1,875,231 | ||||||
Certain expenses | |||||||
Property operating expenses | |||||||
Property taxes | 104,706 | ||||||
Management expenses | 70,057 | ||||||
Other operating expenses | 53,619 | ||||||
Other tenant reimbursable expenses | 119,404 | ||||||
Total property operating | 347,786 | ||||||
Repairs and maintenance | 100,822 | ||||||
Total certain expenses | 448,608 | ||||||
Revenue in excess of certain expenses | $ | 1,426,623 | |||||
F-19
11800 Tech Road
Notes to Historical Summaries
1. Business
The accompanying historical summary of revenue and certain expenses relates to the operations of 11800 Tech Road (the "Property"), consisting of the revenue and certain expenses of the building totaling approximately 240,000 rentable square feet and a parking lot leasing approximately 100 spaces located in Silver Spring, Maryland.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying historical summary of revenue and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission in contemplation of Corporate Office Properties Trust ("COPT") acquiring the Property. COPT acquired the Property in August 2002. The historical summary is not representative of the actual operations of the Property for the period presented nor indicative of future operations as certain expenses, primarily depreciation, amortization and interest expense, which may not be comparable to the expenses expected to be incurred by Corporate Office Properties Trust in future operations of the Property, have been excluded.
Revenue and Expense Recognition
Revenue is recognized on a straight-line basis over the terms of the related lease. Tenant reimbursements and other income are recognized when earned. Expenses are recognized in the period in which they are incurred.
Use of Estimates
The preparation of this historical summary in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenue and expenses during the reporting period. Actual results may differ from these estimates.
Major Tenants
During 2001, 98% of the Property's total base rents was earned from 4 major tenants, each of which amounted to over 10% of total base rents. Base rents earned from these 4 tenants for the year ended December 31, 2001 were approximately $1,222,000; $394,000; $315,000 and $290,000, respectively.
3. Rentals
The Property has entered into non-cancelable tenant leases, with expiration dates ranging from 2005 to 2009. Such leases provide that tenants will share in operating expenses and real estate taxes on a pro
F-20
rata basis, as defined in the leases. Future minimum rentals as of December 31, 2001, to be received under these tenant leases are as follows:
2002 | $ | 2,796,316 | |
2003 | 2,957,562 | ||
2004 | 3,112,992 | ||
2005 | 2,658,342 | ||
2006 | 1,940,942 | ||
Thereafter | 1,160,054 | ||
$ | 14,626,208 | ||
4. Management Fee Agreement and Tenant Service Contract
Certain management services for the year ended December 31, 2001 were performed by the owner of the Property at the rate of 4% of gross revenue generated by the operation of all phases of the Property.
5. Unaudited Interim Historical summary
The historical summary of revenue and certain expenses for the six months ended June 30, 2002 is unaudited. As a result, this interim historical summary should be read in conjunction with the historical summary of revenue and certain expenses and the accompanying notes for the year ended December 31, 2001. The interim historical summary reflects all adjustments which management believes are necessary for the fair presentation of the historical summary of revenue and certain expenses for the interim period presented. These adjustments are of a normal recurring nature. The historical summary of revenue and certain expenses for such interim period is not necessarily indicative of the results for a full year.
F-21
Report of Independent Accountants
To Corporate Office Properties Trust:
We have audited the accompanying historical summary of revenue and certain expenses of 15049 and 15059 Conference Center Drive (the "Properties") as described in Note 1 for the year ended December 31, 2001. This historical summary is the responsibility of the Property management. Our responsibility is to express an opinion on this historical summary based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the historical summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the historical summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the historical summary. We believe that our audit provides a reasonable basis for our opinion.
The accompanying historical summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion on Form 8-K of Corporate Office Properties Trust) as described in Note 2, and is not intended to be a complete presentation of the Properties' revenue and expenses.
In our opinion, the historical summary referred to above presents fairly, in all material respects, the revenue and certain expenses as described in Note 2 of the Properties for the year ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America.
/s/
PricewaterhouseCoopers LLP
PricewaterhouseCoopers
LLP
Baltimore, Maryland
November 15, 2002
F-22
15049 and 15059 Conference Center Drive
Historical Summary of Revenue and Certain Expenses
for the year ended December 31, 2001
Revenue | ||||||
Base rents | $ | 5,216,130 | ||||
Tenant reimbursements | 1,307,920 | |||||
Miscellaneous income | 824 | |||||
Total revenue | 6,524,874 | |||||
Certain expenses | ||||||
Property operating expenses | ||||||
Property taxes | 655,302 | |||||
Utilities | 510,450 | |||||
Management fee | 179,644 | |||||
Ground lease | 228,880 | |||||
Other operating expenses | 202,295 | |||||
Total property operating | 1,776,571 | |||||
Repairs and maintenance | 769,763 | |||||
Total certain expenses | 2,546,334 | |||||
Revenue in excess of certain expenses | $ | 3,978,540 | ||||
The accompanying notes are an integral part of these historical summaries.
F-23
15049 and 15059 Conference Center Drive
Historical Summary of Revenue and Certain Expenses
for the six months ended June 30, 2002 (unaudited)
Revenue | ||||||
Base rents | $ | 2,925,867 | ||||
Tenant reimbursements | 705,141 | |||||
Total revenue | 3,631,008 | |||||
Certain expenses | ||||||
Property operating expenses | ||||||
Property taxes | 355,688 | |||||
Utilities | 261,299 | |||||
Management fee | 106,439 | |||||
Ground lease | 114,440 | |||||
Other operating expenses | 116,059 | |||||
Total property operating | 953,925 | |||||
Repairs and maintenance | 314,933 | |||||
Total certain expenses | 1,268,858 | |||||
Revenue in excess of certain expenses | $ | 2,362,150 | ||||
The accompanying notes are an integral part of these historical summaries.
F-24
15049 and 15059 Conference Center Drive
Notes to Historical Summaries
1. Business
The accompanying historical summary of revenue and certain expenses relates to the operations of 15049 and 15059 Conference Center Drive (the "Properties"), consisting of the revenue and certain expenses of two office buildings totaling 290,245 rentable square feet located in Chantilly, Virginia.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying historical summary of revenue and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission in contemplation of Corporate Office Properties Trust acquiring the Property ("COPT"). COPT acquired the Properties in August 2002. The historical summary is not representative of the actual operations of the Property for the period presented nor indicative of future operations as certain expenses, primarily depreciation, amortization, and interest expense, which may not be comparable to the expenses expected to be incurred by Corporate Office Properties Trust in future operations of the Properties, have been excluded.
Revenue and Expense Recognition
Revenue is recognized on a straight-line basis over the terms of the related lease. Tenant reimbursements and other income are recognized when earned. Expenses are recognized in the period in which they are incurred.
Use of Estimates
The preparation of this historical summary in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenue and expenses during the reporting period. Actual results may differ from these estimates.
Major Tenants
During 2001, 74% of the Properties total base rents was earned from two major tenants, each of which amounted to over 20% of total base rents. Base rents earned from these two tenants for the year ended December 31, 2001 were approximately $2,380,000 and $1,476,000, respectively.
3. Rentals
The Properties have entered into non-cancelable tenant leases, with expiration dates ranging from 2005 to 2012. Such leases provide that tenants will share in operating expenses and real estate taxes on a pro
F-25
rata basis, as defined in the leases. Future minimum rentals as of December 31, 2001, to be received under these tenant leases are as follows:
2002 | $ | 5,549,565 | |
2003 | 5,878,583 | ||
2004 | 6,049,177 | ||
2005 | 6,181,953 | ||
2006 | 6,099,348 | ||
Thereafter | 24,974,304 | ||
$ | 54,732,930 | ||
4. Management Fee Agreement
Certain management services for the twelve months ended December 31, 2001 were performed by the owner of the Property at the rate of 3% of gross rents. Per the management agreement gross rents include rental income, tenant reimbursement income, and other sums actually collected by the Manager on a monthly basis. During the year ended December 31, 2001 the Properties paid $179,644 in management fees.
5. Unaudited Interim Historical summary
The historical summary of revenue and certain expenses for the six months ended June 30, 2002 is unaudited. As a result, this interim historical summary should be read in conjunction with the historical summary of revenue and certain expenses and the accompanying notes for the year ended December 31, 2001. The interim historical summary reflects all adjustments which management believes are necessary for the fair presentation of the historical summary of revenue and certain expenses for the interim period presented. These adjustments are of a normal recurring nature. The historical summary of revenue and certain expenses for such interim period is not necessarily indicative of the results for a full year.
6. Ground Lease
15059 Conference Center Drive is subject to a ground lease contract that requires the payment of $228,880 annually. The ground lease commenced in January 1999 and has a term of 99 years.
F-26