Securities and Exchange Commission
FORM 10-K
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
For the fiscal year ended December 31, 2001
OR
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
For the transition period from to .
Commission File Number 1-12193
ARDEN REALTY, INC.
Maryland
|
95-4578533 | |
(State or other jurisdiction of incorporation or organization) |
(IRS Employer I.D. Number) |
11601 Wilshire Boulevard Fourth Floor
Registrants telephone number, including area code: (310) 966-2600
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered | |
Common Stock, $.01 par value
|
New York Stock Exchange | |
Preferred Stock Purchase Rights
|
New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the act: None
Indicate by checkmark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of the Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment to this Form 10-K. o
The aggregate market value of the shares of common stock held by non-affiliates was approximately $1.8 billion based on the closing price on the New York Stock Exchange for such shares on March 28, 2002.
The number of the Registrants shares of common stock outstanding was 64,427,210 as of March 28, 2002.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this report incorporates information by reference from the definitive Proxy Statement for the 2002 Annual Meeting of Stockholders.
ARDEN REALTY, INC.
TABLE OF CONTENTS
Item | Page | |||||||
No. | No. | |||||||
PART I | ||||||||
1. | Business | 1 | ||||||
2. | Properties | 6 | ||||||
3. | Legal Proceedings | 15 | ||||||
4. | Submission of Matters to a Vote of Security Holders | 16 | ||||||
PART II | ||||||||
5. | Market for Registrants Common Equity and Related Stockholder Matters | 16 | ||||||
6. | Selected Financial Data | 17 | ||||||
7. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 19 | ||||||
7A. | Quantitative and Qualitative Disclosure about Market Risk | 32 | ||||||
8. | Financial Statements and Supplementary Data | 41 | ||||||
9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 42 | ||||||
PART III | ||||||||
10. | Directors and Executive Officers of the Registrant | 42 | ||||||
11. | Executive Compensation | 42 | ||||||
12. | Security Ownership of Certain Beneficial Owners and Management | 42 | ||||||
13. | Certain Relationships and Related Transactions | 42 | ||||||
PART IV | ||||||||
14. | Exhibits, Financial Statements and Reports on Form 8-K | 42 |
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PART I
ITEM 1. Business
(a) GENERAL
The terms Arden Realty, us, we and our as used in this report refer to Arden Realty, Inc. We were incorporated in Maryland in May 1996 and completed our initial public offering in October 1996. Commencing with our taxable year ended December 31, 1996, we have operated and qualified as a real estate investment trust, or REIT, for federal income tax purposes. We are a self-administered and self-managed REIT that owns, manages, leases, develops, renovates and acquires commercial properties located in Southern California. We are the sole general partner of Arden Realty Limited Partnership, or the operating partnership, and as of December 31, 2001, we owned approximately 97.2% of the operating partnerships common partnership units. We conduct substantially all of our operations through the operating partnership and its consolidated subsidiaries.
(b) INDUSTRY SEGMENTS
We are currently involved in only one industry segment, namely the operation of commercial real estate located in Southern California. All of the financial information contained in this report relates to this industry segment.
(c) DESCRIPTION OF BUSINESS
We are a full-service real estate organization managed by 10 senior executive officers who have experience in the real estate industry ranging from 10 to 33 years and who collectively have an average of 19 years of experience. We perform all property management, construction management, accounting, finance and acquisition activities and a majority of our leasing transactions for our portfolio with our staff of approximately 300 employees.
As of December 31, 2001, we were Southern Californias largest publicly traded office landlord as measured by total net rentable square feet owned. As of December 31, 2001, our portfolio of primarily suburban office properties consisted of 133 properties containing approximately 18.2 million net rentable square feet and two properties with approximately 566,000 net rentable square feet under development. As of December 31, 2001, our properties were 92.2% occupied.
Portfolio Management
We perform all portfolio management activities, including management of all lease negotiations, construction management of tenant improvements, or tenant build-outs, property renovations, capital expenditures and on-site property management for our portfolio. We directly manage these activities from approximately 42 management offices located throughout our portfolio. The activities of these management offices are supervised by four regional offices with oversight by our corporate office to ensure consistency of the application of our operating policies and procedures. Each regional office is strategically located within the Southern California submarkets where our properties are located and is managed by a regional First Vice President who is responsible for supervising the day-to-day activities of our management offices. Each regional office is staffed with leasing, property management, building engineering, construction and information systems specialists, our Regional Service Teams. By maintaining a regionally focused organizational structure led by seasoned managers, we are able to quickly respond to our tenants needs and market opportunities.
All of our management and regional offices are networked with our corporate office and have access to the Internet and our e-mail, accounting and lease management systems. Our accounting and lease management systems employ the latest technology and allow both corporate and field personnel access to tenant and prospective tenant-related information to enhance responsiveness and communication of marketing and leasing activity for each property.
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We currently lease approximately 70% of our properties using our in-house staff. We employ outside brokers who are monitored by our regional teams for the remainder of our properties. Our in-house leasing program allows us to closely monitor rental rates and lease terms for new and renewal leases and reduce third-party leasing commissions.
Business Strategies
Our primary business strategy is to actively manage our portfolio to achieve gains in rental rates and occupancy, to control operating expenses and to maximize income from ancillary operations and services. When market conditions permit, we may also selectively develop or acquire new properties in submarkets that add value and fit strategically into our portfolio. We may also sell existing properties and deploy the proceeds into investments that we believe will generate higher long-term value.
Through our corporate office and regional offices, we implement our business strategies by:
| using integrated decision making to provide proactive solutions to the space needs of users in the markets where we have extensive real estate and technical expertise; | |
| emphasizing quality service, tenant satisfaction and retention; | |
| employing intensive property marketing and leasing programs; and | |
| implementing cost control management techniques and systems that capitalize on economies of scale and concentration arising from the size and geographic focus of our portfolio. |
We believe the implementation of these operating practices has been instrumental in maximizing the operating results of our portfolio.
Integrated Decision Making
We use a multidisciplinary approach to our decision making by having our regional management, leasing, construction management, acquisition, disposition and finance teams coordinate their activities to enhance responsiveness to market opportunities and to provide proactive solutions to the space needs of users in the submarkets where we have extensive real estate and technical expertise. This integrated approach permits us to analyze the specific requirements of existing and prospective tenants and the economic terms and costs for each transaction on a timely and efficient basis. We are therefore able to commit to leasing, development, acquisition or disposition terms quickly, which facilitates an efficient completion of lease negotiation and tenant build-out, shorter vacancy periods after lease expirations and the timely completion of development, acquisition or disposition transactions.
Quality Service and Tenant Satisfaction
We strive to provide quality service through our multidisciplinary operating approach resulting in timely responses to our tenants needs. Our seasoned on-site teams interact and resolve issues relating to tenant satisfaction and day-to-day operations. For portfolio-wide operational and administrative functions, our corporate office provides support to all regional offices and provides immediate response for critical operational issues. This customer service approach has contributed to an average tenant retention rate of approximately 75% since our formation.
Proactive Leasing
The concentration of many of our properties within particular office submarkets and our relationships with a broad array of businesses and outside brokers enables us to pursue proactive leasing strategies, to effectively monitor the office space requirements of existing and prospective tenants and to offer tenants a variety of space alternatives across our portfolio.
Cost Control and Operating Efficiencies
The size and geographic focus of our portfolio permits us to enhance portfolio value by controlling operating costs. We seek to capitalize on the economies of scale and concentration which result from the
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Growth Strategies
Based on our geographic focus in Southern California, experience in the local real estate markets and our evaluation of current market conditions, we believe the following key factors provide us with opportunities to maximize returns:
| the broad diversification and balance of the Southern California economy and our tenant base minimizes our dependence on any one industry segment; | |
| the sound fundamentals of the Southern California real estate market, as measured by minimal decreases in rental rates in our key submarkets during the recent national economic downturn; and | |
| the limited construction of new office properties in the Southern California region due to substantial building construction limitations and a minimum of developable land in many key submarkets. |
Internal Growth
We believe that opportunities exist to increase cash flow from our existing portfolio. We intend to pursue internal growth by:
| leasing space and renewing leases as they expire at rental rates higher than expiring rental rates; | |
| stabilizing occupancy throughout our portfolio; | |
| controlling operating expenses through active cost control management and systems; | |
| capitalizing on economies of scale and concentration due to the size and geographic focus of our portfolio; and | |
| sourcing new and innovative revenue streams while providing high quality services to our tenants. |
Leasing Space and Renewing Leases as They Expire at Higher Rates
Due to a steady growth in market rental rates in most Southern California markets and to the long-term nature of our leases, in-place rental rates for the majority of our leases are lower than current market rental rates. During 2001, for all leases expiring that we renewed or re-leased, rates increased approximately 22% over the expiring rates on a cash basis and 30% on a GAAP basis. Although it is difficult to predict future trends for rental rates, we believe we will have opportunities to increase cash flow by renewing or re-leasing space as leases expire at higher rental rates.
Stabilizing Portfolio Occupancy
We believe that we have been successful in attracting, expanding and retaining a diverse tenant base by actively managing our properties with an emphasis on tenant satisfaction and retention. Our in-house leasing teams, working with outside leasing brokers, continuously monitor each market to identify strong prospective tenants who are in need of new or additional space. We also strive to be responsive to the needs of existing tenants through our on-site professional management staff and by providing them with alternative space within our portfolio to accommodate their changing space requirements. Our success in proactively providing services and space solutions to our tenants is demonstrated, in part, by the number of existing tenants that have renewed or re-leased their space. Our retention rate during 2001 was 73%, which is in line with our historic average.
Cost Control Management and Systems
We plan to continue controlling our operating expenses through active management at all of our properties. We focus on cost control in various areas of our operations. We continuously monitor the operating
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| lighting retrofits; | |
| replacement of inefficient heating, ventilation and air conditioning systems; | |
| computer-driven energy management systems that monitor and react to the climatic requirements of individual properties; | |
| automated security systems that allow us to provide security services to our tenants at a lower cost; | |
| enhancement of billing systems, which enable us to more efficiently recover operating expenses from our tenants; and | |
| on-going preventive maintenance programs to operate our building systems efficiently, thereby reducing operating costs. |
Capitalizing on Economies of Scale and Concentration
In order to capitalize on economies of scale and concentration arising from the size and geographic focus of our portfolio, our Regional Service Teams are often responsible for several properties, which spreads administrative and maintenance costs over those properties and reduces per square foot expenses. In addition, contracting in bulk for parking operations, building services and supplies on a portfolio-wide basis also reduces our overall operating expenses.
Sourcing Additional Revenue While Providing High Quality Services to Tenants
By implementing the next generation of technology in our properties, we believe we will be able to further increase occupancy, tenant retention and rental rates in the future. In 1998, we entered into an agreement with a national technology/ access management firm that has successfully marketed our rooftop space to telecommunications providers as antennae sites resulting in additional revenue and providing additional voice and data technology options to our tenants. In 1999, we entered into an agreement with a premium broadband Internet access and applications services provider to deploy its building-centric, fiber optic network in a majority of our portfolio, at their cost. In addition to high-speed Internet services, this network provides our tenants with a wide range of next generation business applications and e-commerce tools, including video and audio conferencing, e-mail and unified messaging.
We have invested in energy enhancement programs within our portfolio with the aim of reducing energy consumption, enhancing efficiency and lowering operating costs. In 2000 and 2001, we were recognized by the Environmental Protection Agency with the national Commercial Real Estate Partner of the Year award for our performance in the Energy Star Program. The competition involves top commercial real estate landlords throughout the United States and rigorous bench-marking procedures that track individual building energy efficiency. Of the 215 total Energy Star designated office buildings awarded nationally, 93 were awarded in California; of those, we had 80 award-winning buildings and were cited for having the most energy efficient buildings within a single portfolio in the nation.
In 2001, we formed our taxable REIT subsidiary, Next>edge to market our expertise in energy solutions and facilities management. Next>edge has begun to assist companies to increase their energy efficiency and reduce costs by employing the latest technologies and the most energy-efficient operational strategies developed to date. These technologies include lighting, heating, ventilation and air conditioning retrofits, energy management system installations, on-site distributed generation and cogeneration projects and solar energy systems.
External Growth
We believe in the sound fundamentals, diversity and potential of the Southern California commercial real estate market, and we intend to continue to focus our resources primarily in this region. We have assembled a management team that has extensive experience and knowledge in this market that we believe provides us with a competitive advantage in identifying and capitalizing on selective development, renovation and acquisition opportunities.
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Subject to capital availability and market conditions, our approach is to seek development, renovation and acquisition opportunities in growth markets where we have an existing presence and where the following conditions exist:
| low vacancy rates; | |
| opportunities for rising rents due to employment growth and population movements; | |
| a minimal amount of developable land; and | |
| significant barriers to entry due to constraints on new development, including strict entitlement processes, height and density restrictions or other governmental requirements. |
Competition
We compete with other owners and developers of office properties to attract tenants to our properties and obtain suitable land for development. Ownership of competing properties is currently diversified among many different types, from publicly traded companies and institutional investors, including other REITs, to small enterprises and individual owners. No one owner or group of owners currently dominate or significantly influence the markets in which we operate. See Risk Factors Competition affects occupancy levels, rents and the cost of land which could adversely affect our revenues.
California Electric Utility Deregulation
Problems associated with deregulation of the electric industry in California have resulted in intermittent service interruptions and significantly higher costs in some areas. Approximately 41% of our buildings and 40% of the total net rentable square footage of our portfolio are located within municipalities that either do not produce their own power or have not entered into long term fixed price contracts. These properties may be subject to intermittent service interruptions or rate increases from their utility providers. The remaining portion of our portfolio is located in areas that are not expected to be subject to intermittent electric service interruptions and significant electric rate increases.
Approximately 29% of our buildings and 21% of the total rentable square footage of our portfolio are subject to leases that require our tenants to pay all utility costs and the remainder provide that our tenants will reimburse us for utility costs in excess of a base year amount. See Risk Factors Rising energy costs and power outages in California may have an adverse effect on our operations and revenue.
We are also working with other companies to provide our properties with new applications of distributed generation, or on-site energy systems, such as solar microturbines, natural gas reciprocating engines, fuel cells and other green power alternatives. Lastly, we maintain ongoing communication with our tenants to assist them in ways to lower consumption in their workplace.
Employees
As of December 31, 2001, we had approximately 300 full-time employees that perform all of our property management, construction management, accounting, finance and acquisition activities and a majority of our leasing transactions.
(d) FOREIGN OPERATIONS
We do not engage in any foreign operations or derive any revenue from foreign sources.
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ITEM 2. Properties
Existing Portfolio
Our portfolio consists of 133 primarily office properties, containing approximately 18.2 million net rentable square feet, that individually range from approximately 12,000 to 600,000 net rentable square feet. Of the 133 properties in our portfolio, 131 or 98% are office properties. All our properties are located in Southern California and most are in suburban areas in close proximity to main thoroughfares. We believe that our properties are located within desirable and established business communities and are well maintained. Our properties offer an array of amenities including high-speed Internet access, security, parking, conference facilities, on-site management, food services and health clubs.
Following is a summary of our property portfolio as of December 31, 2001:
Net Operating | |||||||||||||||||||||||||||||||||||||||||||
Income for the | |||||||||||||||||||||||||||||||||||||||||||
Approximate Net | Year Ended | ||||||||||||||||||||||||||||||||||||||||||
Number of Properties | Rentable Square Feet | December 31, 2001 | |||||||||||||||||||||||||||||||||||||||||
Industrial | Industrial | ||||||||||||||||||||||||||||||||||||||||||
and | % of | and | % of | % of | |||||||||||||||||||||||||||||||||||||||
Location | Office | Retail | Total | Total | Office | Retail | Total | Total | Total | Total | |||||||||||||||||||||||||||||||||
(in thousands and | |||||||||||||||||||||||||||||||||||||||||||
unaudited) | |||||||||||||||||||||||||||||||||||||||||||
Los Angeles County:
|
|||||||||||||||||||||||||||||||||||||||||||
West
|
29 | 1 | 30 | 23 | % | 4,697,608 | 36,959 | 4,734,567 | 26 | % | $ | 109,332 | 37 | % | |||||||||||||||||||||||||||||
North
|
31 | | 31 | 23 | % | 3,372,850 | | 3,372,850 | 18 | % | 48,135 | 16 | % | ||||||||||||||||||||||||||||||
South
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16 | | 16 | 12 | % | 2,688,956 | | 2,688,956 | 15 | % | 34,924 | 12 | % | ||||||||||||||||||||||||||||||
Subtotal
|
76 | 1 | 77 | 58 | % | 10,759,414 | 36,959 | 10,796,373 | 59 | % | 192,391 | 65 | % | ||||||||||||||||||||||||||||||
Orange County
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24 | | 24 | 18 | % | 3,708,926 | | 3,708,926 | 20 | % | 51,589 | 18 | % | ||||||||||||||||||||||||||||||
San Diego County
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21 | | 21 | 16 | % | 2,486,777 | | 2,486,777 | 14 | % | 36,574 | 12 | % | ||||||||||||||||||||||||||||||
Ventura/Kern Counties
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6 | | 6 | 4 | % | 778,363 | | 778,363 | 4 | % | 8,772 | 3 | % | ||||||||||||||||||||||||||||||
Riverside/ San Bernardino Counties
|
4 | 1 | 5 | 4 | % | 342,980 | 133,481 | 476,461 | 3 | % | 6,623 | 2 | % | ||||||||||||||||||||||||||||||
Total
|
131 | 2 | 133 | (1) | 100 | % | 18,076,460 | 170,440 | 18,246,900 | (1 | ) 100% | $ | 295,949 | 100 | % | ||||||||||||||||||||||||||||
(1) | Including two properties currently under development, our total portfolio consists of 135 properties and approximately 18.8 million rentable square feet. |
Annualized Base Rent | ||||||||||||||||||||||||||||||||||||||||||
Percent Occupied | Percent Leased | Per Leased Square Foot(1) | ||||||||||||||||||||||||||||||||||||||||
Full | ||||||||||||||||||||||||||||||||||||||||||
Industrial | Industrial | Industrial | Service | |||||||||||||||||||||||||||||||||||||||
and | and | and | Gross | |||||||||||||||||||||||||||||||||||||||
Location | Office | Retail | Total | Office | Retail | Total | Office | Retail | Total | Leases(2) | ||||||||||||||||||||||||||||||||
Los Angeles County:
|
||||||||||||||||||||||||||||||||||||||||||
West
|
93.3 | % | 100.0 | % | 93.3 | % | 93.4 | % | 100.0 | % | 93.5 | % | $ | 27.29 | $ | 24.60 | $ | 27.27 | $ | 27.36 | ||||||||||||||||||||||
North
|
89.3 | % | | 89.3 | % | 89.4 | % | | 89.4 | % | 20.75 | | 20.75 | 21.60 | ||||||||||||||||||||||||||||
South
|
91.3 | % | | 91.3 | % | 91.4 | % | | 91.4 | % | 18.06 | | 18.06 | 19.23 | ||||||||||||||||||||||||||||
Orange County
|
94.1 | % | | 94.1 | % | 94.2 | % | | 94.2 | % | 17.67 | | 17.67 | 20.80 | ||||||||||||||||||||||||||||
San Diego County
|
91.5 | % | | 91.5 | % | 91.6 | % | | 91.6 | % | 17.48 | | 17.48 | 20.50 | ||||||||||||||||||||||||||||
Ventura/Kern Counties
|
95.4 | % | | 95.4 | % | 96.1 | % | | 96.1 | % | 17.96 | | 17.96 | 18.11 | ||||||||||||||||||||||||||||
Riverside/ San Bernardino Counties
|
90.4 | % | 88.0 | % | 89.7 | % | 92.8 | % | 88.8 | % | 91.7 | % | 18.11 | 11.86 | 16.42 | 18.69 | ||||||||||||||||||||||||||
Total/ Weighted Average
|
92.2 | % | 90.6 | % | 92.2 | % | 92.4 | % | 91.2 | % | 92.4 | % | $ | 20.81 | $ | 14.89 | $ | 20.75 | $ | 22.62 | ||||||||||||||||||||||
(1) | Based on monthly contractual base rent under existing leases as of December 31, 2001, multiplied by 12 and divided by leased net rentable square feet; for those leases where rent has not yet commenced or which are in a free rent period, the first month in which rent is to be received is used to determine annualized base rent. |
(2) | Excludes 39 properties with approximately 3.9 million square feet under triple net and modified gross leases. |
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Development Properties
In addition to the properties listed above, we currently have two properties under development containing approximately 566,000 net rentable square feet. These properties are located in the Howard Hughes Center, a 70-acre commercial development located two miles north of Los Angeles International Airport and immediately adjacent to the San Diego Freeway (I-405), with on- and off-ramps that directly serve the site.
The following table summarizes information about our properties under development as of December 31, 2001.
Estimated | ||||||||||||||||||||||||||||||||||||||
% | Estimated | Estimated | Estimated | Year 1 | ||||||||||||||||||||||||||||||||||
Costs | Leased | Shell | Estimated | Year 1 | Year 1 | Annual | ||||||||||||||||||||||||||||||||
Square | Incurred | Estimated | at | Completion | Stabilization | Stabilized | Annual | GAAP | ||||||||||||||||||||||||||||||
Property | Feet | To Date | Total Cost(1) | 3/15/02 | Date | Date(2) | Cash NOI(3) | Cash Yield | Yield(4) | |||||||||||||||||||||||||||||
(000s) | (000s) | (000s) | ||||||||||||||||||||||||||||||||||||
Howard Hughes Center:
|
||||||||||||||||||||||||||||||||||||||
6080 Center Drive
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283,000 | $ | 72,263 | $ | 75,100 | 85 | % | Complete | 2nd Qtr 2002 | $ | 8,400 | 11.2 | % | 12.2 | % | |||||||||||||||||||||||
6100 Center Drive
|
283,000 | 44,559 | 79,000 | | 2nd Qtr 2002 | 2nd Qtr 2003 | $ | 8,850 | 11.2 | % | 12.2 | % | ||||||||||||||||||||||||||
Unallocated Acquisition and Master Plan Costs(1)
|
| 16,190 | 19,800 | |||||||||||||||||||||||||||||||||||
Total Development Properties
|
566,000 | $ | 133,012 | $ | 173,900 | |||||||||||||||||||||||||||||||||
(1) | Estimated total cost includes purchase and closing costs, capital expenditures, tenant improvements, leasing commissions and carrying costs during development, as well as an allocation of land and master plan costs. Unallocated acquisition and master plan costs consists of unallocated land costs, the costs of road and bridge construction and other Howard Hughes Center infrastructure and master planning costs. We have entitlements to construct an additional approximately 425,000 net rentable square feet of office space and have two parcels entitled for hotel development at the Howard Hughes Center. |
(2) | We consider a property to be stabilized in the quarter when the property is at least 95% leased. |
(3) | We consider Stabilized Cash NOI to be the rental revenues from the property less the operating expenses of the property on a cash basis before deducting financing costs (interest and principal payments) after the property is at least 95% leased. |
(4) | Estimated Year 1 Annual GAAP Yield includes an adjustment for straight-line rents. |
In addition to the properties above, we have preliminary architectural designs completed for additional build-to-suit buildings at the Howard Hughes Center, totaling an additional approximately 425,000 net rentable square feet. Build-to-suit buildings consist of properties constructed to the tenants specifications in return for the tenants long-term commitment to the property. We do not intend to commence construction on any additional build-to-suit buildings at the Howard Hughes Center until development plans and budgets are finalized and build-to-suit tenant leases are signed with terms allowing us to achieve yields commensurate with the projects development risk.
In addition to our development at the Howard Hughes Center, we have completed preliminary designs and are marketing an approximately 170,000 net rentable square foot build-to-suit office building at our Long Beach Airport Business Park. We do not intend to commence construction on this project until a build-to-suit tenant lease is signed with terms allowing us to achieve yields commensurate with the projects development risk.
We expect to finance our development activities over the next 24 months through net cash provided by operating activities, proceeds from asset sales or proceeds from our lines of credit.
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Acquisitions
We did not acquire any properties in 2001.
Dispositions
The following table summarizes our disposition activity during 2001.
Property | County | Submarket | Date of Sale | Property Type | Square Feet | Sales Price | |||||||||||||||||||
(000s) | |||||||||||||||||||||||||
One Venture
|
Orange County | South County | May 1, 2001 | Office | 43,324 | $ | 8,200 | ||||||||||||||||||
Ontario Airport
|
|||||||||||||||||||||||||
Commerce Center
|
San Bernardino | Ontario | May 1, 2001 | Industrial | 213,127 | 11,000 | |||||||||||||||||||
Rancho Plaza
|
Los Angeles | Simi/Conejo Valley | Sept. 28, 2001 | Office | 24,057 | 3,100 | |||||||||||||||||||
Hunter Business Center
|
Riverside | Inland Empire East | Sept. 28, 2001 | Office | 106,782 | 4,900 | |||||||||||||||||||
Thousand Oaks Plaza
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Los Angeles | Simi/Conejo Valley | Nov. 21, 2001 | Office | 13,434 | 2,100 | |||||||||||||||||||
Temecula Portfolio(1)
|
San Bernadino | Temecula | Dec. 20, 2001 | Office/ Industrial | 172,200 | 18,500 | |||||||||||||||||||
Total
|
572,924 | $ | 47,800 | ||||||||||||||||||||||
(1) | Portfolio sold consists of three office properties (Tower Plaza I, Tower Plaza II and Tower Plaza III) and two industrial properties (Highlands I and Highlands II). |
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The following table presents specific information regarding our 133 properties as of December 31, 2001:
Year(s) | Approximate | ||||||||||
Property | Built/ | Net Rentable | |||||||||
Name | Submarket | Location | Renovated | Square Feet | |||||||
Los Angeles County
|
|||||||||||
Los Angeles West
|
|||||||||||
9665 Wilshire
|
Beverly Hills/ Century City | Beverly Hills | 1972/92-93 | 158,684 | |||||||
Beverly Atrium
|
Beverly Hills/ Century City | Beverly Hills | 1989 | 59,650 | |||||||
8383 Wilshire
|
Beverly Hills/ Century City | Beverly Hills | 1971/93 | 417,463 | |||||||
120 South Spalding
|
Beverly Hills/ Century City | Beverly Hills | 1984 | 60,656 | |||||||
9100 Wilshire Blvd
|
Beverly Hills/ Century City | Beverly Hills | 1971/90 | 326,227 | |||||||
Century Park Center
|
Beverly Hills/ Century City | Los Angeles | 1972/94 | 243,404 | |||||||
10350 Santa Monica
|
Beverly Hills/ Century City | Los Angeles | 1979 | 42,292 | |||||||
10351 Santa Monica
|
Beverly Hills/ Century City | Los Angeles | 1984 | 96,251 | |||||||
Westwood Terrace
|
Westwood/West Los Angeles | Los Angeles | 1988 | 135,943 | |||||||
1950 Sawtelle
|
Westwood/West Los Angeles | Los Angeles | 1988/95 | 103,106 | |||||||
10780 Santa Monica
|
Westwood/West Los Angeles | Los Angeles | 1984 | 92,486 | |||||||
Wilshire Pacific Plaza
|
Westwood/West Los Angeles | Los Angeles | 1976/87 | 100,122 | |||||||
World Savings Center(2)
|
Westwood/West Los Angeles | Los Angeles | 1983 | 469,115 | |||||||
11075 Santa Monica
|
Westwood/West Los Angeles | Los Angeles | 1983 | 35,696 | |||||||
2730 Wilshire(3)
|
Westwood/West Los Angeles | Santa Monica | 1985 | 55,080 | |||||||
2800 28th Street
|
Westwood/West Los Angeles | Santa Monica | 1979 | 103,506 | |||||||
1919 Santa Monica
|
Westwood/West Los Angeles | Santa Monica | 1991 | 43,796 | |||||||
2001 Wilshire Blvd
|
Westwood/West Los Angeles | Santa Monica | 1980 | 101,125 | |||||||
Westwood Center
|
Westwood/West Los Angeles | Santa Monica | 1965/2000 | 313,000 | |||||||
400 Corporate Pointe
|
Marina Area/Culver City/LAX | Culver City | 1987 | 164,598 | |||||||
600 Corporate Pointe
|
Marina Area/Culver City/LAX | Culver City | 1989 | 273,339 | |||||||
Bristol Plaza
|
Marina Area/Culver City/LAX | Culver City | 1982 | 84,014 | |||||||
Northpoint
|
Marina Area/Culver City/LAX | Los Angeles | 1991 | 104,235 | |||||||
Howard Hughes Spectrum Club
|
Marina Area/Culver City/LAX | Los Angeles | 1993 | 36,959 | |||||||
Howard Hughes Tower
|
Marina Area/Culver City/LAX | Los Angeles | 1987 | 313,833 | |||||||
6060 Center Drive
|
Marina Area/Culver City/LAX | Los Angeles | 2000 | 241,928 | |||||||
Univision
|
Marina Area/Culver City/LAX | Los Angeles | 2001 | 161,650 | |||||||
6100 Wilshire
|
Park Mile/West Hollywood | Los Angeles | 1986 | 202,704 | |||||||
145 South Fairfax
|
Park Mile/West Hollywood | Los Angeles | 1984 | 53,994 | |||||||
Beverly Sunset Medical Plaza
|
Park Mile/West Hollywood | Los Angeles | 1963/92-95 | 139,711 | |||||||
Subtotal/ Weighted Average Los
Angeles West
|
4,734,567 |
[Additional columns below]
[Continued from above table, first column(s) repeated]
Annualized | |||||||||||||||||||||
Percentage of | Base Rent | ||||||||||||||||||||
Total | per Leased | ||||||||||||||||||||
Portfolio Net | Annualized | Net Rentable | |||||||||||||||||||
Property | Rentable | Percent | Base Rent | Number of | Square | ||||||||||||||||
Name | Square Feet | Leased | ($000s) | Leases | Feet(1) | ||||||||||||||||
Los Angeles County
|
|||||||||||||||||||||
Los Angeles West
|
|||||||||||||||||||||
9665 Wilshire
|
0.9 | % | 100.0 | % | $ | 5,650 | 21 | $ | 35.35 | ||||||||||||
Beverly Atrium
|
0.3 | 97.6 | 1,534 | 13 | 26.35 | ||||||||||||||||
8383 Wilshire
|
2.3 | 90.4 | 9,417 | 126 | 24.96 | ||||||||||||||||
120 South Spalding
|
0.3 | 100.0 | 2,313 | 14 | 36.95 | ||||||||||||||||
9100 Wilshire Blvd
|
1.8 | 95.9 | 8,424 | 78 | 26.92 | ||||||||||||||||
Century Park Center
|
1.3 | 89.3 | 4,996 | 106 | 22.97 | ||||||||||||||||
10350 Santa Monica
|
0.2 | 100.0 | 1,014 | 19 | 23.89 | ||||||||||||||||
10351 Santa Monica
|
0.5 | 100.0 | 2,206 | 17 | 22.90 | ||||||||||||||||
Westwood Terrace
|
0.7 | 93.5 | 3,455 | 25 | 27.20 | ||||||||||||||||
1950 Sawtelle
|
0.6 | 96.6 | 2,308 | 33 | 23.19 | ||||||||||||||||
10780 Santa Monica
|
0.5 | 90.7 | 1,967 | 33 | 23.47 | ||||||||||||||||
Wilshire Pacific Plaza
|
0.6 | 92.3 | 2,303 | 41 | 24.93 | ||||||||||||||||
World Savings Center(2)
|
2.6 | 94.7 | 13,353 | 54 | 30.04 | ||||||||||||||||
11075 Santa Monica
|
0.2 | 99.7 | 859 | 8 | 24.12 | ||||||||||||||||
2730 Wilshire(3)
|
0.3 | 100.0 | 1,447 | 32 | 25.78 | ||||||||||||||||
2800 28th Street
|
0.6 | 92.5 | 2,589 | 39 | 27.05 | ||||||||||||||||
1919 Santa Monica
|
0.2 | 96.3 | 1,149 | 5 | 27.23 | ||||||||||||||||
2001 Wilshire Blvd
|
0.6 | 100.0 | 2,786 | 21 | 27.55 | ||||||||||||||||
Westwood Center
|
1.7 | 78.1 | 9,401 | 35 | 38.45 | ||||||||||||||||
400 Corporate Pointe
|
0.9 | 100.0 | 3,022 | 21 | 18.37 | ||||||||||||||||
600 Corporate Pointe
|
1.5 | 94.2 | 5,949 | 23 | 23.09 | ||||||||||||||||
Bristol Plaza
|
0.5 | 98.3 | 1,658 | 28 | 20.07 | ||||||||||||||||
Northpoint
|
0.6 | 96.9 | 3,076 | 9 | 30.44 | ||||||||||||||||
Howard Hughes Spectrum Club
|
0.2 | 100.0 | 909 | 1 | 24.60 | ||||||||||||||||
Howard Hughes Tower
|
1.7 | 79.4 | 6,621 | 28 | 26.57 | ||||||||||||||||
6060 Center Drive
|
1.3 | 100.0 | 8,298 | 8 | 33.43 | ||||||||||||||||
Univision
|
0.9 | 100.0 | 4,247 | 2 | 25.53 | ||||||||||||||||
6100 Wilshire
|
1.1 | 100.0 | 5,140 | 58 | 24.53 | ||||||||||||||||
145 South Fairfax
|
0.3 | 95.5 | 1,164 | 14 | 22.57 | ||||||||||||||||
Beverly Sunset Medical Plaza
|
0.8 | 78.3 | 3,448 | 55 | 31.53 | ||||||||||||||||
Subtotal/ Weighted Average Los
Angeles West
|
26.0 | % | 93.5 | % | $ | 120,703 | 967 | $ | 27.27 |
9
Year(s) | Approximate | ||||||||||
Property | Built/ | Net Rentable | |||||||||
Name | Submarket | Location | Renovated | Square Feet | |||||||
Los Angeles North
|
|||||||||||
Calabasas Commerce Center
|
Simi/Conejo Valley | Calabasas | 1990 | 126,771 | |||||||
Calabasas Tech
|
Simi/Conejo Valley | Calabasas | 1990 | 273,526 | |||||||
Pennsfield Plaza
|
Simi/Conejo Valley | Thousand Oaks | 1989 | 21,202 | |||||||
Conejo Business Center
|
Simi/Conejo Valley | Thousand Oaks | 1991 | 69,017 | |||||||
Marin Corporate Center
|
Simi/Conejo Valley | Thousand Oaks | 1986 | 51,360 | |||||||
Hillside Corporate Center
|
Simi/Conejo Valley | Westlake | 1998 | 59,876 | |||||||
Westlake 5601 Lindero
|
Simi/Conejo Valley | Westlake | 1989 | 105,830 | |||||||
Renaissance Court
|
Simi/Conejo Valley | Westlake | 1981/92 | 61,245 | |||||||
Westlake Gardens I
|
Simi/Conejo Valley | Westlake | 1998 | 49,639 | |||||||
Westlake Gardens II
|
Simi/Conejo Valley | Westlake | 1999 | 48,874 | |||||||
6800 Owensmouth(2)
|
West San Fernando Valley | Canoga Park | 1986 | 80,014 | |||||||
Woodland Hills
|
West San Fernando Valley | Woodland Hills | 1972/95 | 224,955 | |||||||
Los Angeles Corporate Center
|
San Gabriel Valley | Monterey Park | 1984/86 | 389,293 | |||||||
Clarendon Crest
|
West San Fernando Valley | Woodland Hills | 1990 | 43,063 | |||||||
Lyons Plaza
|
Santa Clarita Valley | Santa Clarita | 1990 | 61,203 | |||||||
Tourney Pointe
|
Santa Clarita Valley | Santa Clarita | 1985/98-2000 | 219,991 | |||||||
16000 Ventura
|
Central San Fernando Valley | Encino | 1980/96 | 174,841 | |||||||
15250 Ventura
|
Central San Fernando Valley | Sherman Oaks | 1970/90-91 | 110,641 | |||||||
Noble Professional Center
|
Central San Fernando Valley | Sherman Oaks | 1985/93 | 51,828 | |||||||
Sunset Point Plaza
|
Valencia | Newhall | 1988 | 58,105 | |||||||
303 North Glenoaks
|
East San Fernando Valley/Tri-Cities | Burbank | 1983/96 | 175,289 | |||||||
601 S. Glenoaks
|
East San Fernando Valley/Tri-Cities | Burbank | 1990 | 72,524 | |||||||
Burbank Executive Plaza
|
East San Fernando Valley/Tri-Cities | Burbank | 1983 | 60,395 | |||||||
California Federal Building
|
East San Fernando Valley/Tri-Cities | Burbank | 1978 | 81,243 | |||||||
425 West Broadway
|
East San Fernando Valley/Tri-Cities | Glendale | 1984 | 71,589 | |||||||
Glendale Corporate Center
|
East San Fernando Valley/Tri-Cities | Glendale | 1985 | 108,209 | |||||||
70 South Lake
|
East San Fernando Valley/Tri-Cities | Pasadena | 1982/94 | 100,133 | |||||||
150 East Colorado
|
East San Fernando Valley/Tri-Cities | Pasadena | 1979/97 | 61,168 | |||||||
299 N. Euclid
|
East San Fernando Valley/Tri-Cities | Pasadena | 1983 | 73,522 | |||||||
5161 Lankershim
|
East San Fernando Valley/Tri-Cities | North Hollywood | 1985/97 | 178,317 | |||||||
535 N. Brand Blvd
|
East San Fernando Valley/Tri-Cities | North Hollywood | 1973/92/2000 | 109,187 | |||||||
Subtotal/ Weighted Average Los
Angeles North
|
3,372,850 |
[Additional columns below]
[Continued from above table, first column(s) repeated]
Annualized | |||||||||||||||||||||
Percentage of | Base Rent | ||||||||||||||||||||
Total | per Leased | ||||||||||||||||||||
Portfolio Net | Annualized | Net Rentable | |||||||||||||||||||
Property | Rentable | Percent | Base Rent | Number of | Square | ||||||||||||||||
Name | Square Feet | Leased | ($000s) | Leases | Feet(1) | ||||||||||||||||
Los Angeles North
|
|||||||||||||||||||||
Calabasas Commerce Center
|
0.7 | % | 100.0 | % | $ | 2,269 | 13 | $ | 17.89 | ||||||||||||
Calabasas Tech
|
1.5 | 94.1 | 4,376 | 14 | 16.99 | ||||||||||||||||
Pennsfield Plaza
|
0.1 | 95.0 | 369 | 12 | 18.33 | ||||||||||||||||
Conejo Business Center
|
0.4 | 93.1 | 1,230 | 27 | 19.14 | ||||||||||||||||
Marin Corporate Center
|
0.3 | 99.5 | 1,083 | 33 | 21.19 | ||||||||||||||||
Hillside Corporate Center
|
0.3 | 87.0 | 1,285 | 8 | 24.67 | ||||||||||||||||
Westlake 5601 Lindero
|
0.6 | 100.0 | 1,489 | 2 | 14.07 | ||||||||||||||||
Renaissance Court
|
0.3 | 97.9 | 1,268 | 16 | 21.15 | ||||||||||||||||
Westlake Gardens I
|
0.3 | 93.6 | 1,243 | 17 | 26.73 | ||||||||||||||||
Westlake Gardens II
|
0.3 | 100.0 | 1,243 | 4 | 25.44 | ||||||||||||||||
6800 Owensmouth(2)
|
0.4 | 88.5 | 1,325 | 17 | 18.71 | ||||||||||||||||
Woodland Hills
|
1.2 | 92.2 | 4,732 | 70 | 22.82 | ||||||||||||||||
Los Angeles Corporate Center
|
2.1 | 96.8 | 7,473 | 45 | 19.84 | ||||||||||||||||
Clarendon Crest
|
0.2 | 65.7 | 585 | 12 | 20.68 | ||||||||||||||||
Lyons Plaza
|
0.3 | 88.0 | 1,219 | 24 | 22.64 | ||||||||||||||||
Tourney Pointe
|
1.2 | 74.7 | 2,651 | 25 | 16.14 | ||||||||||||||||
16000 Ventura
|
1.0 | 96.4 | 3,649 | 48 | 21.65 | ||||||||||||||||
15250 Ventura
|
0.6 | 89.2 | 2,230 | 40 | 22.60 | ||||||||||||||||
Noble Professional Center
|
0.3 | 99.9 | 1,131 | 20 | 21.83 | ||||||||||||||||
Sunset Point Plaza
|
0.3 | 88.6 | 1,268 | 25 | 24.65 | ||||||||||||||||
303 North Glenoaks
|
1.0 | 59.4 | 2,528 | 21 | 24.27 | ||||||||||||||||
601 S. Glenoaks
|
0.4 | 95.0 | 1,425 | 17 | 20.67 | ||||||||||||||||
Burbank Executive Plaza
|
0.3 | 88.9 | 1,264 | 13 | 23.54 | ||||||||||||||||
California Federal Building
|
0.5 | 62.2 | 1,225 | 9 | 24.23 | ||||||||||||||||
425 West Broadway
|
0.4 | 95.1 | 1,433 | 13 | 21.04 | ||||||||||||||||
Glendale Corporate Center
|
0.6 | 88.8 | 1,985 | 23 | 20.64 | ||||||||||||||||
70 South Lake
|
0.6 | 97.1 | 2,457 | 17 | 25.27 | ||||||||||||||||
150 East Colorado
|
0.3 | 72.0 | 992 | 16 | 22.51 | ||||||||||||||||
299 N. Euclid
|
0.4 | 100.0 | 1,475 | 3 | 20.03 | ||||||||||||||||
5161 Lankershim
|
1.0 | 85.1 | 3,422 | 8 | 22.54 | ||||||||||||||||
535 N. Brand Blvd
|
0.6 | 94.4 | 2,274 | 37 | 22.07 | ||||||||||||||||
Subtotal/ Weighted Average Los
Angeles North
|
18.5 | % | 89.4 | % | $ | 62,598 | 649 | $ | 20.75 |
10
Year(s) | Approximate | ||||||||||
Property | Built/ | Net Rentable | |||||||||
Name | Submarket | Location | Renovated | Square Feet | |||||||
Los Angeles South
|
|||||||||||
Long Beach Airport Bldg D(2)
|
Long Beach | Long Beach | 1987/95 | 121,610 | |||||||
Long Beach Airport Bldg F & G(2)
|
Long Beach | Long Beach | 1987/95 | 150,403 | |||||||
5000 East Spring(2)
|
Long Beach | Long Beach | 1989/95 | 163,358 | |||||||
100 Broadway
|
Long Beach | Long Beach | 1987/96 | 191,727 | |||||||
1501 Hughes Way
|
Long Beach | Long Beach | 1983/97 | 77,060 | |||||||
3901 Via Oro
|
Long Beach | Long Beach | 1986/97 | 53,195 | |||||||
Oceangate Tower
|
Long Beach | Long Beach | 1971/93-94 | 210,907 | |||||||
Continental Grand Plaza
|
El Segundo | El Segundo | 1986 | 235,926 | |||||||
Grand Avenue Plaza
|
El Segundo | El Segundo | 1979/80 | 81,448 | |||||||
5200 West Century
|
Marina Area/Culver City/LAX | Culver City | 1982/98-99 | 310,910 | |||||||
Skyview Center
|
Marina Area/Culver City/LAX | Los Angeles | 1981/87/95 | 391,675 | |||||||
South Bay Centre
|
Torrance | Gardena | 1984 | 202,830 | |||||||
Harbor Corporate Center
|
Torrance | Gardena | 1985 | 63,925 | |||||||
Pacific Gateway
|
Torrance | Torrance | 1982/90 | 223,731 | |||||||
Mariner Court
|
Torrance | Torrance | 1989 | 105,436 | |||||||
South Bay Tech
|
Torrance | Torrance | 1984 | 104,815 | |||||||
Subtotal/ Weighted Average Los
Angeles South
|
2,688,956 | ||||||||||
Orange County
|
|||||||||||
Whittier
|
San Gabriel Valley | Whittier | 1967/82 | 135,415 | |||||||
1370 Valley Vista
|
San Gabriel Valley | Diamond Bar | 1988 | 84,081 | |||||||
5832 Bolsa
|
West County | Huntington Beach | 1985 | 49,355 | |||||||
Huntington Beach Plaza I & II
|
West County | Huntington Beach | 1984/96 | 52,186 | |||||||
5702 Bolsa
|
West County | Huntington Beach | 1987/97 | 27,731 | |||||||
5672 Bolsa
|
West County | Huntington Beach | 1987 | 11,968 | |||||||
5632 Bolsa
|
West County | Huntington Beach | 1987 | 21,568 | |||||||
Huntington Commerce Center
|
West County | Huntington Beach | 1987 | 67,551 | |||||||
City Centre
|
West County | Fountain Valley | 1982 | 302,519 | |||||||
Fountain Valley Plaza
|
West County | Fountain Valley | 1982 | 107,252 | |||||||
3300 Irvine Avenue
|
Greater Airport Area | Newport Beach | 1981/97 | 74,224 | |||||||
1821 Dyer
|
Greater Airport Area | Irvine | 1980/88 | 115,061 | |||||||
Von Karman Corporate Center
|
Greater Airport Area | Irvine | 1981/84 | 451,477 | |||||||
Norwalk
|
Long Beach | Norwalk | 1978/94 | 122,175 | |||||||
91 Freeway Center
|
Mid-Cities | Artesia | 1986/97 | 93,277 | |||||||
1503 South Coast
|
Greater Airport Area | Costa Mesa | 1979/97 | 60,605 | |||||||
222 South Harbor(2)
|
Tri-Freeway Area | Anaheim | 1986/91 | 175,391 |
[Additional columns below]
[Continued from above table, first column(s) repeated]
Annualized | |||||||||||||||||||||
Percentage of | Base Rent | ||||||||||||||||||||
Total | per Leased | ||||||||||||||||||||
Portfolio Net | Annualized | Net Rentable | |||||||||||||||||||
Property | Rentable | Percent | Base Rent | Number of | Square | ||||||||||||||||
Name | Square Feet | Leased | ($000s) | Leases | Feet(1) | ||||||||||||||||
Los Angeles South
|
|||||||||||||||||||||
Long Beach Airport Bldg D(2)
|
0.7 | % | 100.0 | % | $ | 1,211 | 1 | $ | 9.96 | ||||||||||||
Long Beach Airport Bldg F & G(2)
|
0.8 | 100.0 | 1,353 | 1 | 9.00 | ||||||||||||||||
5000 East Spring(2)
|
0.9 | 80.9 | 3,157 | 27 | 23.89 | ||||||||||||||||
100 Broadway
|
1.0 | 97.6 | 4,093 | 31 | 21.87 | ||||||||||||||||
1501 Hughes Way
|
0.4 | 100.0 | 1,378 | 7 | 17.81 | ||||||||||||||||
3901 Via Oro
|
0.3 | 96.8 | 893 | 4 | 17.35 | ||||||||||||||||
Oceangate Tower
|
1.2 | 84.5 | 3,084 | 36 | 17.31 | ||||||||||||||||
Continental Grand Plaza
|
1.3 | 80.5 | 4,730 | 33 | 24.90 | ||||||||||||||||
Grand Avenue Plaza
|
0.4 | 94.4 | 1,284 | 5 | 16.70 | ||||||||||||||||
5200 West Century
|
1.7 | 99.5 | 5,280 | 39 | 17.07 | ||||||||||||||||
Skyview Center
|
2.1 | 82.5 | 5,559 | 54 | 17.20 | ||||||||||||||||
South Bay Centre
|
1.1 | 95.0 | 3,539 | 36 | 18.37 | ||||||||||||||||
Harbor Corporate Center
|
0.4 | 87.9 | 949 | 19 | 16.90 | ||||||||||||||||
Pacific Gateway
|
1.2 | 96.4 | 4,410 | 39 | 20.45 | ||||||||||||||||
Mariner Court
|
0.6 | 96.1 | 1,923 | 37 | 18.97 | ||||||||||||||||
South Bay Tech
|
0.6 | 89.6 | 1,542 | 10 | 16.42 | ||||||||||||||||
Subtotal/ Weighted Average Los
Angeles South
|
14.7 | % | 91.4 | % | $ | 44,385 | 379 | $ | 18.06 | ||||||||||||
Orange County
|
|||||||||||||||||||||
Whittier
|
0.7 | % | 95.3 | % | $ | 2,930 | 40 | $ | 22.71 | ||||||||||||
1370 Valley Vista
|
0.4 | 99.3 | 1,711 | 16 | 20.48 | ||||||||||||||||
5832 Bolsa
|
0.3 | 100.0 | 681 | 1 | 13.80 | ||||||||||||||||
Huntington Beach Plaza I & II
|
0.3 | 70.9 | 590 | 16 | 15.95 | ||||||||||||||||
5702 Bolsa
|
0.1 | 100.0 | 215 | 2 | 7.75 | ||||||||||||||||
5672 Bolsa
|
0.1 | 100.0 | 95 | 1 | 7.92 | ||||||||||||||||
5632 Bolsa
|
0.1 | 100.0 | 181 | 1 | 8.40 | ||||||||||||||||
Huntington Commerce Center
|
0.4 | 91.9 | 514 | 19 | 8.29 | ||||||||||||||||
City Centre
|
1.6 | 94.6 | 4,988 | 20 | 17.42 | ||||||||||||||||
Fountain Valley Plaza
|
0.6 | 100.0 | 2,165 | 9 | 20.09 | ||||||||||||||||
3300 Irvine Avenue
|
0.4 | 96.2 | 1,750 | 29 | 24.50 | ||||||||||||||||
1821 Dyer
|
0.6 | 100.0 | 1,471 | 4 | 11.53 | ||||||||||||||||
Von Karman Corporate Center
|
2.5 | 89.0 | 8,230 | 26 | 20.48 | ||||||||||||||||
Norwalk
|
0.7 | 96.8 | 2,086 | 9 | 17.63 | ||||||||||||||||
91 Freeway Center
|
0.5 | 94.2 | 1,698 | 27 | 19.32 | ||||||||||||||||
1503 South Coast
|
0.3 | 75.3 | 840 | 20 | 18.41 | ||||||||||||||||
222 South Harbor(2)
|
1.0 | 94.8 | 3,319 | 17 | 19.96 |
11
Year(s) | Approximate | ||||||||||
Property | Built/ | Net Rentable | |||||||||
Name | Submarket | Location | Renovated | Square Feet | |||||||
Crown Cabot Financial
|
South County | Laguna Niguel | 1989 | 172,900 | |||||||
625 The City
|
Tri-Freeway Area | Orange | 1985/97 | 139,806 | |||||||
Orange Financial Center
|
Central County | Orange | 1985/95 | 305,439 | |||||||
Centerpointe La Palma
|
North County | La Palma | 1986/88/90 | 597,550 | |||||||
Lambert Office Plaza
|
North County | Brea | 1986/97 | 32,807 | |||||||
Savi Tech Center
|
North County | Yorba Linda | 1989 | 341,446 | |||||||
Yorba Linda Business Park
|
North County | Yorba Linda | 1988 | 167,142 | |||||||
Subtotal/ Weighted Average
Orange County |
3,708,926 | ||||||||||
San Diego County
|
|||||||||||
701 B Street(2)
|
Downtown | San Diego | 1982/96 | 540,413 | |||||||
Foremost Professional Plaza
|
I-15 Corridor | San Diego | 1992 | 60,534 | |||||||
Activity Business Center
|
I-15 Corridor | San Diego | 1987 | 167,045 | |||||||
Bernardo Regency
|
I-15 Corridor | San Diego | 1986 | 47,916 | |||||||
Carlsbad Corporate Center
|
North Coast | Carlsbad | 1996 | 125,000 | |||||||
10180 Scripps
|
I-15 Corridor | San Diego | 1978/96 | 43,560 | |||||||
Cymer Technology Center
|
I-15 Corridor | Rancho Bernardino | 1986 | 155,612 | |||||||
Via Frontera
|
I-15 Corridor | Rancho Bernardino | 1982/97 | 77,920 | |||||||
Poway Industrial
|
I-15 Corridor | Poway | 1991/96 | 112,000 | |||||||
Balboa Corporate Center
|
Mission Valley/ Kearny Mesa | San Diego | 1990 | 69,890 | |||||||
Panorama Corporate Center
|
Mission Valley/ Kearny Mesa | San Diego | 1991 | 133,149 | |||||||
Ruffin Corporate Center
|
Mission Valley/ Kearny Mesa | San Diego | 1990 | 45,059 | |||||||
Skypark Office Plaza
|
Mission Valley/ Kearny Mesa | San Diego | 1986 | 202,164 | |||||||
Governor Park Plaza
|
North City | San Diego | 1986 | 104,065 | |||||||
Westridge
|
North City | San Diego | 1984/96 | 48,955 | |||||||
5120 Shoreham
|
North City | San Diego | 1984 | 37,759 | |||||||
Morehouse Tech Center
|
North City | San Diego | 1984 | 181,207 | |||||||
Torreyanna Science Park
|
North City | La Jolla | 1980/97 | 81,204 | |||||||
Waples Tech Center
|
North City | San Diego | 1990 | 28,119 | |||||||
Genesee Executive Plaza
|
North City | San Diego | 1984 | 155,820 | |||||||
10251 Vista Sorrento
|
North City | San Diego | 1981/95 | 69,386 | |||||||
Subtotal/ Weighted Average
San Diego County |
2,486,777 | ||||||||||
Ventura & Kern Counties
|
|||||||||||
Parkway Center I
|
Bakersfield | Bakersfield | 1992/95 | 61,333 | |||||||
California Twin Center
|
Bakersfield | Bakersfield | 1983 | 155,189 | |||||||
Center Promenade
|
West County | Ventura | 1982 | 174,837 |
[Additional columns below]
[Continued from above table, first column(s) repeated]
Annualized | |||||||||||||||||||||
Percentage of | Base Rent | ||||||||||||||||||||
Total | per Leased | ||||||||||||||||||||
Portfolio Net | Annualized | Net Rentable | |||||||||||||||||||
Property | Rentable | Percent | Base Rent | Number of | Square | ||||||||||||||||
Name | Square Feet | Leased | ($000s) | Leases | Feet(1) | ||||||||||||||||
Crown Cabot Financial
|
0.9 | 88.8 | 4,337 | 36 | 28.25 | ||||||||||||||||
625 The City
|
0.8 | 94.8 | 2,669 | 33 | 20.14 | ||||||||||||||||
Orange Financial Center
|
1.7 | 93.2 | 5,963 | 33 | 20.95 | ||||||||||||||||
Centerpointe La Palma
|
3.3 | 93.2 | 10,147 | 82 | 18.21 | ||||||||||||||||
Lambert Office Plaza
|
0.2 | 94.5 | 647 | 9 | 20.87 | ||||||||||||||||
Savi Tech Center
|
1.9 | 100.0 | 3,146 | 4 | 9.21 | ||||||||||||||||
Yorba Linda Business Park
|
0.9 | 93.9 | 1,335 | 60 | 8.51 | ||||||||||||||||
Subtotal/ Weighted Average
Orange County |
20.3 | % | 94.2 | % | $ | 61,708 | 514 | $ | 17.67 | ||||||||||||
San Diego County
|
|||||||||||||||||||||
701 B Street(2)
|
3.0 | % | 94.1 | % | $ | 10,380 | 94 | $ | 20.41 | ||||||||||||
Foremost Professional Plaza
|
0.3 | 90.9 | 1,407 | 31 | 25.57 | ||||||||||||||||
Activity Business Center
|
0.9 | 86.9 | 1,992 | 36 | 13.73 | ||||||||||||||||
Bernardo Regency
|
0.3 | 97.7 | 1,187 | 16 | 25.35 | ||||||||||||||||
Carlsbad Corporate Center
|
0.7 | | | | | ||||||||||||||||
10180 Scripps
|
0.2 | 100.0 | 428 | 1 | 9.83 | ||||||||||||||||
Cymer Technology Center
|
0.8 | 100.0 | 1,760 | 2 | 11.31 | ||||||||||||||||
Via Frontera
|
0.4 | 100.0 | 873 | 6 | 11.08 | ||||||||||||||||
Poway Industrial
|
0.6 | 100.0 | 605 | 1 | 5.40 | ||||||||||||||||
Balboa Corporate Center
|
0.4 | 100.0 | 843 | 1 | 12.06 | ||||||||||||||||
Panorama Corporate Center
|
0.7 | 100.0 | 2,317 | 1 | 17.40 | ||||||||||||||||
Ruffin Corporate Center
|
0.2 | 100.0 | 471 | 1 | 10.45 | ||||||||||||||||
Skypark Office Plaza
|
1.1 | 99.5 | 3,882 | 18 | 19.30 | ||||||||||||||||
Governor Park Plaza
|
0.6 | 97.4 | 2,152 | 22 | 21.24 | ||||||||||||||||
Westridge
|
0.3 | 100.0 | 651 | 4 | 13.30 | ||||||||||||||||
5120 Shoreham
|
0.2 | 100.0 | 698 | 1 | 18.49 | ||||||||||||||||
Morehouse Tech Center
|
1.0 | 100.0 | 3,237 | 9 | 17.84 | ||||||||||||||||
Torreyanna Science Park
|
0.4 | 100.0 | 1,838 | 1 | 22.64 | ||||||||||||||||
Waples Tech Center
|
0.2 | 100.0 | 403 | 3 | 14.34 | ||||||||||||||||
Genesee Executive Plaza
|
0.9 | 85.9 | 3,514 | 19 | 26.26 | ||||||||||||||||
10251 Vista Sorrento
|
0.4 | 100.0 | 1,158 | 1 | 16.69 | ||||||||||||||||
Subtotal/ Weighted Average
San Diego County |
13.6 | % | 91.6 | % | $ | 39,796 | 268 | $ | 17.48 | ||||||||||||
Ventura & Kern Counties
|
|||||||||||||||||||||
Parkway Center I
|
0.3 | % | 89.3 | % | $ | 1,035 | 12 | $ | 18.92 | ||||||||||||
California Twin Center
|
0.9 | 90.6 | 2,393 | 18 | 17.01 | ||||||||||||||||
Center Promenade
|
1.0 | 94.3 | 2,785 | 59 | 16.89 |
12
Year(s) | Approximate | ||||||||||
Property | Built/ | Net Rentable | |||||||||
Name | Submarket | Location | Renovated | Square Feet | |||||||
1000 Town Center
|
West County | Oxnard | 1989 | 107,656 | |||||||
Solar Drive Business Center
|
West County | Oxnard | 1982 | 125,132 | |||||||
Camarillo Business Park
|
West County | Camarillo | 1984/97 | 154,216 | |||||||
Subtotal/ Weighted Average
Ventura & Kern Counties |
778,363 | ||||||||||
Riverside and San Bernardino
Counties
|
|||||||||||
Centrelake Plaza
|
Inland Empire West | Ontario | 1989 | 110,763 | |||||||
Tower Plaza Retail
|
Temecula | Temecula | 1970/97 | 133,481 | |||||||
Chicago Avenue Business Park
|
Inland Empire East | Riverside | 1986 | 47,482 | |||||||
Havengate Center
|
Inland Empire East | Rancho Cucamonga | 1985 | 80,557 | |||||||
HDS Plaza
|
Inland Empire East | San Bernardino | 1987 | 104,178 | |||||||
Subtotal/ Weighted Average
Riverside and San Bernardino Counties |
476,461 | ||||||||||
Portfolio Total/
Weighted Average |
18,246,900 | ||||||||||
[Additional columns below]
[Continued from above table, first column(s) repeated]
Annualized | |||||||||||||||||||||
Percentage of | Base Rent | ||||||||||||||||||||
Total | per Leased | ||||||||||||||||||||
Portfolio Net | Annualized | Net Rentable | |||||||||||||||||||
Property | Rentable | Percent | Base Rent | Number of | Square | ||||||||||||||||
Name | Square Feet | Leased | ($000s) | Leases | Feet(1) | ||||||||||||||||
1000 Town Center
|
0.6 | 97.6 | 2,083 | 10 | 19.83 | ||||||||||||||||
Solar Drive Business Center
|
0.7 | 100.0 | 2,360 | 39 | 17.55 | ||||||||||||||||
Camarillo Business Park
|
0.8 | 96.3 | 2,785 | 24 | 18.75 | ||||||||||||||||
Subtotal/ Weighted Average
Ventura & Kern Counties |
4.3 | % | 96.1 | % | $ | 13,441 | 162 | $ | 17.96 | ||||||||||||
Riverside and San Bernardino
Counties
|
|||||||||||||||||||||
Centrelake Plaza
|
0.6 | % | 95.0 | % | $ | 2,218 | 23 | $ | 21.07 | ||||||||||||
Tower Plaza Retail
|
0.7 | 88.8 | 1,406 | 21 | 11.86 | ||||||||||||||||
Chicago Avenue Business Park
|
0.3 | 89.6 | 612 | 7 | 14.38 | ||||||||||||||||
Havengate Center
|
0.4 | 87.8 | 1,179 | 18 | 16.68 | ||||||||||||||||
HDS Plaza
|
0.6 | 95.8 | 1,756 | 13 | 17.60 | ||||||||||||||||
Subtotal/ Weighted Average
Riverside and San Bernardino Counties |
2.6 | % | 91.7 | % | 7,171 | 82 | $ | 16.42 | |||||||||||||
Portfolio Total/
Weighted Average |
100.0 | % | 92.4 | % | $ | 349,802 | 3,021 | $ | 20.75 | ||||||||||||
(1) | Calculated as monthly contractual base rent under existing leases as of December 31, 2001, multiplied by 12 and divided by leased net rentable square feet, for those leases where rent has not yet commenced or which are in a free rent period, the first month in which rent is to be received is used to determine annualized base rent. |
(2) | We lease the land underlying these properties or their parking structures pursuant to long term ground leases. |
(3) | Amounts for 2730 Wilshire exclude the 100%-occupied 12,740 square foot, 16-unit apartment complex we also own. |
13
Tenant Information
As of December 31, 2001, we had over 3,000 tenants, with no one tenant representing more than 2.2% of the aggregate annualized base rent of our properties, and only four tenants individually representing more than 1.0% of our aggregate annualized base rent. Our properties are leased to local, national and foreign companies engaged in a variety of businesses including financial services, entertainment, health care services, accounting, law, education, publishing and local, state and federal government entities.
Our leases are typically structured for terms of three, five or ten years. Leases typically contain provisions permitting tenants to renew expiring leases at prevailing market rates. Approximately 79% of our total rentable square footage is under full service gross leases under which tenants typically pay for all real estate taxes and operating expenses above those for an established base year or expense stop. Our remaining square footage is under triple net and modified gross leases. Triple net and modified gross leases are those where tenants pay not only base rent, but also some or all real estate taxes and operating expenses of the leased property. Tenants generally reimburse us the full direct cost, without regard to a base year or expense stop, for use of lighting, heating and air conditioning during non-business hours, and for on-site monthly employee and visitor parking. We are generally responsible for structural repairs.
The following table presents information as of December 31, 2001 derived from our ten largest tenants, based on the percentage of aggregate portfolio annualized base rent:
Weighted | Percentage of | Percentage of | |||||||||||||||||||
Average | Aggregate | Aggregate | |||||||||||||||||||
Remaining | Portfolio | Portfolio | Senior Debt | ||||||||||||||||||
Number of | Lease Term | Leased | Annualized | Rating | |||||||||||||||||
Tenant | Leases | in Months | Square Feet | Base Rent(1) | (Moodys/S&P) | ||||||||||||||||
State of California
|
47 | 54 | 2.18 | % | 2.17 | % | A1/A+ | ||||||||||||||
University of Phoenix
|
20 | 34 | 1.43 | 1.24 | Not Rated | ||||||||||||||||
Univision
|
2 | 238 | 0.99 | 1.21 | Baa3/BB+ | ||||||||||||||||
Vivendi Universal
|
1 | 110 | 0.59 | 1.02 | Baa2/BBB | ||||||||||||||||
Pacific Bell (Consolidated Entities)
|
8 | 37 | 0.85 | 0.83 | Aa3/AA- | ||||||||||||||||
Sony (Consolidated Entities)
|
8 | 25 | 0.80 | 0.82 | Aa3/A+ | ||||||||||||||||
Boeing
|
2 | 46 | 1.61 | 0.73 | A2/AA- | ||||||||||||||||
Atlantic Richfield
|
13 | 56 | 0.75 | 0.73 | Aa1/AA+ | ||||||||||||||||
U.S. Government
|
21 | 43 | 0.69 | 0.73 | Aaa/AAA | ||||||||||||||||
GTE (Consolidated Entities)
|
8 | 32 | 0.93 | 0.73 | A2/A+ | ||||||||||||||||
Total/ Weighted Average(2)
|
130 | 64 | 10.82 | % | 10.21 | % | |||||||||||||||
(1) | Annualized base rent is calculated as monthly contractual base rent under existing leases as of December 31, 2001, multiplied by 12; for those leases where rent has not yet commenced or which are in a free rent period, the first month in which rent is to be received is used to determine annualized base rent. |
(2) | The weighted average calculation is based on net rentable square footage leased by each tenant. |
14
Lease Distribution
The following table presents information relating to the distribution of the leases for our 133 properties, based on leased net rentable square feet, as of December 31, 2001:
Percent | ||||||||||||||||||||||||||||||
of | Annualized | Percentage | ||||||||||||||||||||||||||||
Total | Aggregate | Base Rent | of Aggregate | Average | ||||||||||||||||||||||||||
Number | Percent | Leased | Portfolio | of | Portfolio | Base Rent | ||||||||||||||||||||||||
of | of All | Square | Leased | Leases(1) | Annualized | per Leased | ||||||||||||||||||||||||
Square Feet Under Lease | Leases | Leases | Feet | Square Feet | ($000s) | Base Rent | Square Foot | |||||||||||||||||||||||
2,500 and under
|
1,531 | 50.68 | % | 2,106,464 | 12.50 | % | $ | 50,443 | 13.35 | % | $ | 23.95 | ||||||||||||||||||
2,501 5,000
|
703 | 23.27 | 2,466,592 | 14.63 | 58,778 | 15.56 | 23.83 | |||||||||||||||||||||||
5,001 7,500
|
254 | 8.41 | 1,556,671 | 9.24 | 36,497 | 9.66 | 23.45 | |||||||||||||||||||||||
7,501 10,000
|
172 | 5.69 | 1,487,475 | 8.83 | 33,962 | 8.99 | 22.83 | |||||||||||||||||||||||
10,001 20,000
|
234 | 7.75 | 3,310,420 | 19.64 | 77,502 | 20.51 | 23.41 | |||||||||||||||||||||||
20,001 40,000
|
69 | 2.28 | 1,939,001 | 11.50 | 42,743 | 11.31 | 22.04 | |||||||||||||||||||||||
40,001 and over
|
58 | 1.92 | 3,987,912 | 23.66 | 77,901 | 20.62 | 19.53 | |||||||||||||||||||||||
Total/ Weighted Average
|
3,021 | 100.00 | % | 16,854,535 | 100.00 | % | $ | 377,826 | 100.00 | % | $ | 22.42 | ||||||||||||||||||
(1) | Base rent is determined as of the date of lease expiration, including all fixed contractual base rent increases; increases tied to indices such as the Consumer Price Index are not included. |
Lease Expirations
The following table presents a summary schedule of the total lease expirations for our 133 properties for leases in place at December 31, 2001. This table assumes that none of the tenants exercise renewal options or termination rights, if any, at or prior to the scheduled expirations:
Percentage of | Annualized | Percentage | Average | ||||||||||||||||||||||
Square | Aggregate | Base Rent of | of Aggregate | Base Rent | |||||||||||||||||||||
Number of | Footage of | Portfolio | Expiring | Portfolio | Per Net Rentable | ||||||||||||||||||||
Leases | Expiring | Leased | Leases(1) | Annualized | Square Foot of | ||||||||||||||||||||
Year of Lease Expiration | Expiring | Leases | Square Feet | ($000s) | Base Rent | Expiring Leases | |||||||||||||||||||
Month-to-Month
|
137 | 241,880 | 1.44 | % | $ | 4,949 | 1.31 | % | $ | 20.46 | |||||||||||||||
2002
|
606 | 2,311,774 | 13.72 | 44,151 | 11.69 | 19.10 | |||||||||||||||||||
2003
|
617 | 3,008,249 | 17.85 | 62,182 | 16.46 | 20.67 | |||||||||||||||||||
2004
|
588 | 3,118,206 | 18.50 | 66,885 | 17.70 | 21.45 | |||||||||||||||||||
2005
|
415 | 2,769,985 | 16.43 | 59,765 | 15.82 | 21.58 | |||||||||||||||||||
2006
|
327 | 2,174,329 | 12.90 | 50,778 | 13.44 | 23.35 | |||||||||||||||||||
2007
|
109 | 729,393 | 4.33 | 17,922 | 4.74 | 24.57 | |||||||||||||||||||
2008
|
50 | 613,736 | 3.64 | 16,773 | 4.44 | 27.33 | |||||||||||||||||||
2009
|
36 | 454,043 | 2.69 | 10,714 | 2.84 | 23.60 | |||||||||||||||||||
2010
|
51 | 708,023 | 4.20 | 19,508 | 5.16 | 27.55 | |||||||||||||||||||
2011
|
24 | 283,031 | 1.68 | 10,548 | 2.79 | 37.27 | |||||||||||||||||||
2012
|
13 | 89,767 | 0.53 | 3,203 | 0.85 | 35.68 | |||||||||||||||||||
2013+
|
48 | 352,119 | 2.09 | 10,448 | 2.76 | 29.67 | |||||||||||||||||||
Total/ Weighted Average
|
3,021 | 16,854,535 | 100.00 | % | $ | 377,826 | 100.00 | % | $ | 22.42 | |||||||||||||||
(1) | Base rent is determined as of the date of lease expiration, including all fixed contractual base rent increases; increases tied to indices such as the Consumer Price Index are not included. |
ITEM 3. Legal Proceedings
We are presently subject to various lawsuits, claims and proceedings of a nature considered normal to our ordinary course of business. We expect most of these legal proceedings to be covered by our liability insurance. The most significant of these contingencies not covered by insurance is described below.
15
In December 2001, the owner of the entertainment center at our Howard Hughes Center project asserted a claim against us for indemnification arising out of a Los Angeles Superior Court judgment against them, which invalidated a transfer of in-lieu credits that Arden Realty made in August of 1999 as part of our sale of the land for the entertainment center. The value of these in-lieu credits was approximately $6.0 million and were transferred to satisfy certain Transportation Impact Assessment fees related to the entertainment center. The owner of the entertainment center is currently appealing the judgment.
Based on our review of the current facts and circumstances and advice of our outside counsel, we are not able to express an opinion as to the ultimate outcome of this matter. However, we do not believe that the resolution of this matter or any of our ongoing legal proceedings will have a material adverse effect on our consolidated results of operations, cash flow or financial position.
ITEM 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of our stockholders during the fourth quarter of the year ended December 31, 2001.
PART II
ITEM 5. Market for Registrants Common Equity and Related Stockholder Matters
Our common stock is traded on the New York Stock Exchange, or NYSE, under the symbol ARI. On March 28, 2002, the last reported sales price per share of common stock on the NYSE was $28.40 and there were approximately 192 registered holders of record of our common stock. The table below sets forth the quarterly high and low closing sales price per share of our common stock as reported on the NYSE and the cash dividends per share we declared with respect to each period.
Dividends | ||||||||||||
High | Low | Declared | ||||||||||
2000
|
||||||||||||
First Quarter
|
$ | 21.69 | $ | 19.56 | $ | 0.465 | ||||||
Second Quarter
|
$ | 24.81 | $ | 21.06 | $ | 0.465 | ||||||
Third Quarter
|
$ | 27.06 | $ | 24.19 | $ | 0.465 | ||||||
Fourth Quarter
|
$ | 26.19 | $ | 23.69 | $ | 0.465 | ||||||
2001
|
||||||||||||
First Quarter
|
$ | 23.38 | $ | 21.39 | $ | 0.49 | ||||||
Second Quarter
|
$ | 25.87 | $ | 21.68 | $ | 0.49 | ||||||
Third Quarter
|
$ | 26.83 | $ | 23.73 | $ | 0.49 | ||||||
Fourth Quarter
|
$ | 26.50 | $ | 23.55 | $ | 0.49 |
We pay quarterly cash dividends to common stockholders at the discretion of our Board of Directors. The amount of each quarterly cash dividend depends on our funds from operations, financial condition and capital requirements, annual distribution requirements under the REIT provisions of the Internal Revenue Code and such other factors as the Board of Directors deems relevant.
16
ITEM 6. Selected Financial Data
You should read the following consolidated financial and operating data for Arden Realty together with our Managements Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements included elsewhere in this Form 10-K.
For the Years Ended | |||||||||||||||||||||
December 31, | |||||||||||||||||||||
2001 | 2000 | 1999 | 1998 | 1997 | |||||||||||||||||
(in thousands, except ratio and per share amounts) | |||||||||||||||||||||
Operating Data:
|
|||||||||||||||||||||
Revenues
|
$ | 421,466 | $ | 388,117 | $ | 340,675 | $ | 284,582 | $ | 135,447 | |||||||||||
Property operating expenses
|
122,576 | 110,917 | 101,284 | 86,570 | 44,332 | ||||||||||||||||
General and administrative expense
|
12,143 | 9,336 | 7,393 | 6,665 | 4,322 | ||||||||||||||||
Depreciation and amortization
|
101,819 | 87,267 | 69,837 | 51,822 | 20,260 | ||||||||||||||||
184,928 | 180,597 | 162,161 | 139,525 | 66,533 | |||||||||||||||||
Interest expense
|
(84,195 | ) | (78,406 | ) | (60,239 | ) | (43,403 | ) | (19,511 | ) | |||||||||||
Gain on sale of property
|
4,591 | 2,132 | | | | ||||||||||||||||
Loss on valuation of derivative
|
| | | | (3,111 | ) | |||||||||||||||
Income before minority interest
|
105,324 | 104,323 | 101,922 | 96,122 | 43,911 | ||||||||||||||||
Minority interest
|
(7,565 | ) | (7,613 | ) | (5,296 | ) | (5,447 | ) | (4,281 | ) | |||||||||||
Net income
|
$ | 97,759 | $ | 96,710 | $ | 96,626 | $ | 90,675 | $ | 39,630 | |||||||||||
Earnings per share:
|
|||||||||||||||||||||
Basic
|
$ | 1.53 | $ | 1.53 | $ | 1.53 | $ | 1.55 | $ | 1.43 | |||||||||||
Diluted
|
$ | 1.53 | $ | 1.52 | $ | 1.53 | $ | 1.54 | $ | 1.41 | |||||||||||
Weighted average common shares outstanding:
|
|||||||||||||||||||||
Basic
|
63,754 | 63,408 | 63,016 | 58,660 | 27,794 | ||||||||||||||||
Diluted
|
64,014 | 63,598 | 63,072 | 58,814 | 28,039 | ||||||||||||||||
Cash dividends declared per common share
|
$ | 1.96 | $ | 1.86 | $ | 1.78 | $ | 1.68 | $ | 1.60 | |||||||||||
Other Data:
|
|||||||||||||||||||||
Cash provided by operating activities
|
$ | 204,667 | $ | 192,152 | $ | 170,354 | $ | 152,273 | $ | 39,156 | |||||||||||
Cash used in investing activities
|
(115,854 | ) | (216,024 | ) | (283,574 | ) | (1,099,833 | ) | (659,670 | ) | |||||||||||
Cash (used in) provided by financing activities
|
(57,204 | ) | 22,248 | 115,698 | 946,838 | 618,182 | |||||||||||||||
Funds from Operations(1)
|
198,240 | 185,146 | 170,405 | 147,369 | 64,171 | ||||||||||||||||
EBITDA(2)
|
286,747 | 267,864 | 231,998 | 191,347 | 86,793 | ||||||||||||||||
Ratio of EBITDA to interest expense(2)
|
3.41 | 3.42 | 3.85 | 4.41 | 4.45 | ||||||||||||||||
Ratio of EBITDA to fixed charges(2)(3)
|
2.94 | 2.81 | 3.26 | 3.66 | 4.20 | ||||||||||||||||
Ratio of earnings to fixed charges(3)(4)
|
1.86 | 1.84 | 2.20 | 2.56 | 2.86 |
17
December 31, | ||||||||||||||||||||
2001 | 2000 | 1999 | 1998 | 1997 | ||||||||||||||||
Balance Sheet Data:
|
||||||||||||||||||||
Net investment in real estate
|
$ | 2,622,980 | $ | 2,603,566 | $ | 2,479,111 | $ | 2,260,433 | $ | 1,247,701 | ||||||||||
Total assets
|
2,761,443 | 2,705,597 | 2,570,458 | 2,331,919 | 1,284,004 | |||||||||||||||
Total indebtedness
|
1,251,483 | 1,177,769 | 1,029,656 | 840,377 | 477,566 | |||||||||||||||
Other liabilities(5)
|
62,685 | 56,885 | 50,555 | 35,720 | 23,205 | |||||||||||||||
Minority interests
|
78,661 | 86,176 | 86,294 | 56,222 | 95,973 | |||||||||||||||
Total Stockholders Equity
|
1,337,206 | 1,355,171 | 1,375,758 | 1,373,390 | 672,983 |
(1) | We consider funds from operations, as defined by the National Association of Real Estate Investment Trusts, or NAREIT, to be a useful financial measure of our operating performance. We believe that funds from operations provides investors with an additional basis to evaluate our ability to service debt and to fund acquisitions and other capital expenditures. Funds from operations should not be considered an alternative to net income determined in accordance with generally accepted accounting principles, or GAAP, as an indicator of our financial performance or as a substitute for cash flow from operating activities determined in accordance with GAAP as a measure of our liquidity. Funds from operations also is not necessarily indicative of funds available to fund our cash needs, including our ability to make distributions or to service our debt. |
The White Paper on funds from operations approved by the Board of Governors of NAREIT in October 1999 defines funds from operations as net income or loss computed in accordance with GAAP, excluding extraordinary items, as defined by GAAP, and gains and losses from sales of depreciable operating property plus real estate-related depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures. We compute funds from operations in accordance with standards established by the White Paper which may differ from the standards used by other REITs and, accordingly, our funds from operations may not be comparable to other REITs. | |
(2) | As used in this Form 10-K, earnings before interest, taxes, depreciation and amortization, or EBITDA, means revenue less property operating expenses and general and administrative expenses. EBITDA does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to operating income or net income as an indicator of performance or as a substitute for cash flow from operating activities determined in accordance with GAAP as a measure of our liquidity. We have included information with respect to EBITDA because we understand that this information may be used as one measure of operating performance. |
(3) | Fixed charges consist of interest costs, whether expensed or capitalized, amortization of deferred financing costs, amortization of discounts or premiums related to indebtedness and preferred unit distributions. |
(4) | The ratios of earnings to fixed charges were computed by dividing earnings by fixed charges. For this purpose, earnings have been calculated by adding fixed charges, excluding capitalized interest and preferred unit distributions, to income or loss before extraordinary items. |
(5) Excludes dividends payable.
18
ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Overview
The following discussion should be read in conjunction with Item 6, Selected Financial Data, and our historical consolidated financial statements and related notes thereto included elsewhere in this Form 10-K.
We are a self-administered and self-managed real estate investment trust that owns, manages, leases, develops, renovates and acquires commercial properties located in Southern California. We are a full-service real estate organization managed by 10 senior executive officers who have experience in the real estate industry ranging from 10 to 33 years and who collectively have an average of 19 years experience. We perform all property management, construction management, accounting, finance and acquisition activities and a majority of our leasing transactions with our staff of approximately 300 employees.
As of December 31, 2001, we are Southern Californias largest publicly traded office landlord as measured by total net rentable square feet owned. As of that date, our portfolio consisted of 133 primarily suburban office properties containing approximately 18.2 million net rentable square feet and two properties with approximately 566,000 net rentable square feet under development. As of December 31, 2001, our properties were 92.2% occupied.
Our primary business strategy is to actively manage our portfolio to achieve gains in rental rates and occupancy, control operating expenses and to maximize income from ancillary operations and services. When market conditions permit, we may also selectively develop or acquire new properties that add value and fit strategically into our portfolio. We may also sell existing properties and redeploy the proceeds into investments that we believe will generate higher long-term value.
Critical Accounting Policies
Revenue Recognition
Minimum rent, including rental abatements and contractual fixed increases attributable to operating leases, is recognized on a straight-line basis over the term of the related lease.
Qualification as a REIT
Since our taxable year ended December 31, 1996, we have been organized and operated, and intend to continue to operate, so as to qualify for taxation as a REIT under the Internal Revenue Code. Our qualification and taxation as a REIT depends on our ability to meet, through actual annual operating results, asset diversification, distribution levels and diversity of stock ownership, numerous requirements established under highly technical and complex Internal Revenue Code provisions subject to interpretation.
If we failed to qualify as a REIT in any taxable year, we would be subject to federal income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates. Moreover, unless entitled to relief under specific statutory provisions, we also would be disqualified as a REIT for the four taxable years following the year during which qualification was lost. For additional information see Risk Factors We may suffer adverse tax consequences and be unable to attract capital if we fail to qualify as a REIT, and Our operating partnership intends to qualify as a partnership, but we cannot guarantee that it will qualify, elsewhere in this Form 10-K.
19
Depreciation
Depreciation is calculated under the straight-line method using depreciable lives of ten to forty seven years for building and building improvements and five-year lives for furniture, fixtures and equipment. Amortization of tenant improvements is calculated using the straight-line method over the term of the related lease.
The carrying amount of all properties is evaluated periodically to determine if adjustment to the useful life is warranted. During 2001, the useful lives of certain building and building improvements were adjusted to more accurately reflect their estimated usefulness. The effect of this change in estimate in 2001 was an increase to net income of approximately $10.1 million or $0.16 per common share. This change in estimate did not have an impact on our 2001 cash flows or funds from operations.
20
Results Of Operations
Our financial position and operating results are primarily comprised of our portfolio of properties and income derived from those properties. Therefore, the comparability of financial data from period to period will be affected by the timing of significant property renovations, development, acquisitions and dispositions.
Comparison of the year ended December 31, 2001 to the year ended December 31, 2000
Year Ended December 31, | |||||||||||||||||||
Percent | |||||||||||||||||||
2001 | 2000 | Change | Change | ||||||||||||||||
Revenue
|
|||||||||||||||||||
Revenue from rental operations:
|
|||||||||||||||||||
Rental
|
$ | 355,622 | $ | 328,460 | $ | 27,162 | 8 | % | |||||||||||
Tenant reimbursements
|
22,732 | 16,371 | 6,361 | 39 | |||||||||||||||
Parking, net of expense
|
22,025 | 18,348 | 3,677 | 20 | |||||||||||||||
Other rental operations
|
18,146 | 21,411 | (3,265 | ) | (15 | ) | |||||||||||||
Total
|
418,525 | 384,590 | 33,935 | 9 | |||||||||||||||
Interest and other income
|
2,941 | 3,527 | (586 | ) | (17 | ) | |||||||||||||
Total revenue
|
$ | 421,466 | $ | 388,117 | $ | 33,349 | 9 | % | |||||||||||
Expenses
|
|||||||||||||||||||
Property expenses:
|
|||||||||||||||||||
Repairs and maintenance
|
$ | 36,715 | $ | 35,390 | $ | 1,325 | 4 | % | |||||||||||
Utilities
|
33,894 | 29,872 | 4,022 | 13 | |||||||||||||||
Real estate taxes
|
29,404 | 26,808 | 2,596 | 10 | |||||||||||||||
Insurance
|
5,727 | 4,203 | 1,524 | 36 | |||||||||||||||
Ground rent
|
1,885 | 1,214 | 671 | 55 | |||||||||||||||
Administrative
|
14,951 | 13,430 | 1,521 | 11 | |||||||||||||||
Total property expenses
|
122,576 | 110,917 | 11,659 | 11 | |||||||||||||||
General and administrative
|
12,143 | 9,336 | 2,807 | 30 | |||||||||||||||
Interest
|
84,195 | 78,406 | 5,789 | 7 | |||||||||||||||
Depreciation and amortization
|
101,819 | 87,267 | 14,552 | 17 | |||||||||||||||
Total expenses
|
$ | 320,733 | $ | 285,926 | $ | 34,807 | 12 | % | |||||||||||
Other Data:
|
|||||||||||||||||||
Number of properties:
|
|||||||||||||||||||
Acquired during period
|
| | |||||||||||||||||
Completed and placed in service during period
|
1 | 1 | |||||||||||||||||
Disposed of during period
|
(10 | ) | (1 | ) | |||||||||||||||
Owned at end of period
|
133 | 142 | |||||||||||||||||
Net rentable square feet:
|
|||||||||||||||||||
Acquired during period
|
| | |||||||||||||||||
Completed and placed in service during period
|
162 | 242 | |||||||||||||||||
Disposed of during period
|
(573 | ) | (76 | ) | |||||||||||||||
Owned at end of period
|
18,247 | 18,658 |
Variances for revenue from rental operations and property expenses are discussed below.
Interest and other income decreased by approximately $586,000 in 2001 as compared to 2000, primarily due to lower interest income earned in 2001 from our restricted cash balances required by mortgage loans on lower effective interest rates in 2001.
21
General and administrative expenses increased approximately $2.8 million in 2001 as compared to 2000. This increase was primarily related to higher personnel costs in 2001, including approximately $1.3 million in non-cash compensation expense from restricted stock awards granted to key executives in July and December of 2000 and July of 2001 and approximately $850,000 in salaries for employees hired after January 1, 2000.
Interest expense increased approximately $5.8 million or 7% during 2001, as compared to 2000. This increase was primarily due to higher outstanding balances in 2001, resulting from the funding of development, tenant improvements and leasing commission costs which was partially offset by lower effective interest rates in 2001.
Depreciation and amortization expense increased by approximately $14.6 million or 17% during 2001 compared to 2000, primarily due to depreciation related to newly developed and renovated properties, capital expenditures, tenant improvements and leasing commissions placed in service subsequent to January 1, 2000, net of a decrease of approximately $10.1 million in 2001 due to a change in the estimated useful lives of certain building and building improvements.
22
Variances for Revenue from Rental Operations and Property Operating Expenses
The increase in revenue from rental operations and property operating expenses in 2001 as compared to 2000 was partially due to a development property placed in service in 2000, one development project placed in service in 2001, a property sold in 2000, five properties sold in 2001, and three properties under renovation for all or a portion of the periods presented. Operating results for properties under renovation may significantly vary from period to period depending on the status of the renovation and occupancy levels maintained during the renovation.
Following is a summary of the increase in revenue from rental operations and property operating expenses that relates to the eleven properties that were either sold, placed in service after January 1, 2000 or were under renovation for all or a portion of the period beginning after January 1, 2000 and for the 133 non-renovation/non-development properties we owned for all 2000 and 2001 (in thousands, except number of properties).
Non-Renovation/ | |||||||||||||
Properties Sold, | Non-Development | ||||||||||||
Placed in Service or | Properties Owned | ||||||||||||
Under Renovation | for all of 2000 | ||||||||||||
Total Variance | after January 1, 2000 | and 2001(1) | |||||||||||
Revenue from Rental Operations:
|
|||||||||||||
Rental
|
$ | 27,162 | $ | 13,571 | $ | 13,591 | |||||||
Tenant reimbursements
|
6,361 | 480 | 5,881 | ||||||||||
Parking, net of expense
|
3,677 | 1,017 | 2,660 | ||||||||||
Other rental operations
|
(3,265 | ) | (991 | ) | (2,274 | ) | |||||||
$ | 33,935 | $ | 14,077 | $ | 19,858 | ||||||||
Property Expenses:
|
|||||||||||||
Repairs and maintenance
|
1,325 | 1,157 | 168 | ||||||||||
Utilities
|
4,022 | 837 | 3,185 | ||||||||||
Real estate taxes
|
2,596 | 1,253 | 1,343 | ||||||||||
Insurance
|
1,524 | 156 | 1,368 | ||||||||||
Ground rent
|
671 | 386 | 285 | ||||||||||
Administrative
|
1,521 | 302 | 1,219 | ||||||||||
$ | 11,659 | $ | 4,091 | $ | 7,568 | ||||||||
Other Data:
|
|||||||||||||
Number of properties
|
11 | 133 | |||||||||||
Net rentable square feet
|
1,447 | 17,373 |
(1) | See analysis of Properties Owned for all of 2000 and 2001 below. Includes the Temecula portfolio of five properties sold at the end of 2001 since these properties were owned for all of 2000 and 2001. |
23
Properties Owned for all of 2000 and 2001
Following is a comparison of property operating data computed under the GAAP basis and cash basis for the 133 non-renovation/non-development properties we owned for all of 2000 and 2001 (in thousands, except number of properties and percentages).
Year Ended | |||||||||||||||||
December 31, | |||||||||||||||||
Dollar | Percent | ||||||||||||||||
2001 | 2000 | Change | Change | ||||||||||||||
GAAP Basis:
|
|||||||||||||||||
Revenue from rental operations
|
$ | 378,137 | $ | 358,279 | $ | 19,858 | 5.5 | % | |||||||||
Property expenses
|
113,619 | 106,051 | 7,568 | 7.1 | |||||||||||||
$ | 264,518 | $ | 252,228 | $ | 12,290 | 4.9 | % | ||||||||||
Cash Basis(1):
|
|||||||||||||||||
Revenue from rental operations
|
$ | 372,030 | $ | 351,235 | $ | 20,795 | 5.9 | % | |||||||||
Property expenses
|
113,619 | 106,051 | 7,568 | 7.1 | |||||||||||||
$ | 258,411 | $ | 245,184 | $ | 13,227 | 5.4 | % | ||||||||||
Number of properties
|
133 | 133 | |||||||||||||||
Average occupancy
|
93.8 | % | 94.5 | % | |||||||||||||
Net rentable square feet
|
17,373 | 17,373 |
(1) | Excludes straight-line rent adjustments. |
Revenue from rental operations for these properties, computed on a GAAP basis, increased by approximately $19.9 million, or 5.5%, during 2001 as compared to 2000. Approximately $14.5 million of this difference was related to higher rental revenue in 2001. The increase in rental revenue was primarily attributable to increases in rental rates in 2001. Revenue from rental operations was also higher due to an approximate $5.9 million increase in tenant reimbursements and an approximate $2.7 million increase in parking income offset by an approximate $2.3 million decrease in revenue from other rental operations. Tenant reimbursements increased primarily due to higher operating expenses in 2001, as discussed below. Parking income increased in 2001 primarily due to increases in parking rates, while revenue from other rental operations decreased due to the timing of revenues from non-scheduled sources. Revenue from other rental operations includes after-hour utility billings, signage and lease termination settlements.
Straight-line rents for these properties in 2001 were approximately $937,000 less than in 2000.
Property expenses for these properties increased by approximately $7.6 million, or 7.1%, during 2001 as compared to 2000, primarily due to a $3.2 million increase in utility expenses, a $1.3 million increase in real estate taxes, a $1.4 million increase in insurance expense and a $1.2 million increase in administrative expenses in 2001. The increase in utility expenses was primarily due to rate increases in 2001. Real estate taxes increased in 2001 due to normal annual increases and final assessments on certain properties. Insurance expense increased due to increases in industry-wide insurance rates in 2001, while administrative expenses increased primarily due to higher personnel costs in 2001. As noted above, the increase in operating expenses was the primary reason for the $5.9 million increase in tenant reimbursements.
24
Comparison of the year ended December 31, 2000 to the year ended December 31, 1999
Year Ended December 31, | |||||||||||||||||||
Percent | |||||||||||||||||||
2000 | 1999 | Change | Change | ||||||||||||||||
Revenue
|
|||||||||||||||||||
Revenue from rental operations:
|
|||||||||||||||||||
Rental
|
$ | 328,460 | $ | 292,688 | $ | 35,772 | 12 | % | |||||||||||
Tenant reimbursements
|
16,371 | 13,863 | 2,508 | 18 | |||||||||||||||
Parking, net of expense
|
18,348 | 14,384 | 3,964 | 28 | |||||||||||||||
Other rental operations
|
21,411 | 16,918 | 4,493 | 27 | |||||||||||||||
Total
|
384,590 | 337,853 | 46,737 | 14 | |||||||||||||||
Interest and other income
|
3,527 | 2,822 | 705 | 25 | |||||||||||||||
Total revenue
|
$ | 388,117 | $ | 340,675 | $ | 47,442 | 14 | % | |||||||||||
Expenses
|
|||||||||||||||||||
Property expenses:
|
|||||||||||||||||||
Repairs and maintenance
|
$ | 35,390 | $ | 32,902 | $ | 2,488 | 8 | % | |||||||||||
Utilities
|
29,872 | 28,305 | 1,567 | 6 | |||||||||||||||
Real estate taxes
|
26,808 | 23,167 | 3,641 | 16 | |||||||||||||||
Insurance
|
4,203 | 3,993 | 210 | 5 | |||||||||||||||
Ground rent
|
1,214 | 891 | 323 | 36 | |||||||||||||||
Administrative
|
13,430 | 12,026 | 1,404 | 12 | |||||||||||||||
Total property expenses
|
110,917 | 101,284 | 9,633 | 10 | |||||||||||||||
General and administrative
|
9,336 | 7,393 | 1,943 | 26 | |||||||||||||||
Interest
|
78,406 | 60,239 | 18,167 | 30 | |||||||||||||||
Depreciation and amortization
|
87,267 | 69,837 | 17,430 | 25 | |||||||||||||||
Total expenses
|
$ | 285,926 | $ | 238,753 | $ | 47,173 | 20 | % | |||||||||||
Other Data:
|
|||||||||||||||||||
Number of properties:
|
|||||||||||||||||||
Acquired during period
|
| 4 | |||||||||||||||||
Completed and placed in service during period
|
1 | | |||||||||||||||||
Disposed of during period
|
(1 | ) | | ||||||||||||||||
Owned at end of period
|
142 | 142 | |||||||||||||||||
Net rentable square feet:
|
|||||||||||||||||||
Acquired during period
|
| 524 | |||||||||||||||||
Completed and placed in service during period
|
242 | | |||||||||||||||||
Disposed of during period
|
(76 | ) | | ||||||||||||||||
Owned at end of period
|
18,658 | 18,492 |
Variances for revenue from rental operations and property expenses are discussed below.
Interest and other income increased by approximately $705,000 in 2000 as compared to 1999, primarily due to increases in management fees for owner associations we manage and from higher interest income earned in 2000 on higher restricted cash balances required by mortgage loans entered into after January 1, 1999.
General and administrative expenses were approximately $9.3 million, or 2.4% of total revenue, in 2000 as compared to $7.4 million, or 2.2% of total revenue, in 1999. This increase was primarily related to higher personnel costs in 2000, including approximately $590,000 in non-cash compensation expense from restricted stock awards granted to several key executives.
25
Interest expense increased approximately $18.2 million in 2000 as compared to 1999. This increase was primarily due to both higher outstanding balances in 2000 resulting from the funding of acquisitions, tenant improvement, leasing commission costs and development and renovation projects placed in service during the periods presented, and higher average interest rates in 2000.
Depreciation and amortization expense increased by approximately $17.4 million in 2000, primarily due to depreciation related to properties acquired in 1999, newly developed and renovated properties, and capital expenditures, tenant improvements and leasing commissions placed in service in 2000.
Variances for Revenue from Rental Operations and Property Operating Expenses
The increase in revenue from rental operations and property operating expenses in 2000 as compared to 1999 was partially due to the four properties we acquired during 1999, a development property placed in service in 2000, a property sold in 2000 and five properties under renovation for all or a portion of the periods presented. Operating results for properties under renovation may significantly vary from period to period depending on the status of the renovation and occupancy levels maintained during the renovation.
Following is a summary of the increase in revenue from rental operations and property operating expenses that relates to the eleven properties that were either acquired, sold or placed in service after January 1, 1999 or were under renovation for all or a portion of the period beginning after January 1, 1999 and for the 132 non-renovation properties we owned for all 1999 and 2000 (in thousands, except number of properties).
Non-Renovation/ | |||||||||||||
Non-Development | |||||||||||||
Properties Acquired, Sold, | Properties Owned | ||||||||||||
Placed in Service or | for all of | ||||||||||||
Under Renovation | 1999 and | ||||||||||||
Total Variance | after January 1, 1999 | 2000(1) | |||||||||||
Revenue from Rental Operations:
|
|||||||||||||
Rental
|
$ | 35,772 | $ | 17,122 | $ | 18,650 | |||||||
Tenant reimbursements
|
2,508 | 185 | 2,323 | ||||||||||
Parking, net of expense
|
3,964 | 1,442 | 2,522 | ||||||||||
Other rental operations
|
4,493 | 6,882 | (2,389 | ) | |||||||||
$ | 46,737 | $ | 25,631 | $ | 21,106 | ||||||||
Property Expenses:
|
|||||||||||||
Repairs and maintenance
|
2,488 | 1,955 | 533 | ||||||||||
Utilities
|
1,567 | 1,432 | 135 | ||||||||||
Real estate taxes
|
3,641 | 1,401 | 2,240 | ||||||||||
Insurance
|
210 | 165 | 45 | ||||||||||
Ground rent
|
323 | | 323 | ||||||||||
Administrative
|
1,404 | 738 | 666 | ||||||||||
$ | 9,633 | $ | 5,691 | $ | 3,942 | ||||||||
Other Data:
|
|||||||||||||
Number of properties
|
11 | 132 | |||||||||||
Net rentable square feet
|
1,910 | 16,824 |
(1) | See analysis of Properties Owned for all of 1999 and 2000 below. |
26
Properties Owned for all of 1999 and 2000
Following is a comparison of property operating data computed under the GAAP basis and cash basis for the 132 non-renovation/non-development properties we owned for all of 1999 and 2000 (in thousands, except number of properties and percentages).
Year Ended December 31, | |||||||||||||||||
Dollar | Percent | ||||||||||||||||
2000 | 1999 | Change | Change | ||||||||||||||
GAAP Basis:
|
|||||||||||||||||
Revenue from rental operations
|
$ | 343,045 | $ | 321,939 | $ | 21,106 | 6.6 | % | |||||||||
Property expenses
|
100,714 | 96,772 | 3,942 | 4.1 | |||||||||||||
$ | 242,331 | $ | 225,167 | $ | 17,164 | 7.6 | % | ||||||||||
Cash Basis(1):
|
|||||||||||||||||
Revenue from rental operations
|
$ | 334,915 | $ | 315,498 | $ | 19,417 | 6.2 | % | |||||||||
Property expenses
|
100,714 | 96,772 | 3,942 | 4.1 | |||||||||||||
$ | 234,201 | $ | 218,726 | $ | 15,475 | 7.1 | % | ||||||||||
Number of properties
|
132 | 132 | |||||||||||||||
Average occupancy
|
95.1 | % | 93.9 | % | |||||||||||||
Net rentable square feet
|
16,824 | 16,824 |
(1) | Excludes straight-line rent adjustments. |
Revenue from rental operations for these properties, computed on a GAAP basis, increased by approximately $21.1 million, or 6.6%, during 2000, compared to 1999. Approximately $18.7 million of this increase was from rental revenue, of which $17.0 million was related to scheduled rents and $1.7 million was from straight-line rent. Approximately 55% of the increase in scheduled rents was due to increases in rental rates in 2000 and the remaining 45% was related to higher average occupancy in 2000. The increase in straight-line rent was primarily due to new leases and extensions signed with higher rental rate escalations than in 1999. Revenue from rental operations was also higher due to an approximate $2.3 million increase in tenant reimbursements, a $2.5 million increase in parking income net of an approximate $2.4 million decrease in other revenue from rental operations. In addition to recoveries of approximately $688,000 from increases in utility rates for our San Diego properties, tenant reimbursements and parking income primarily increased due to the approximate 1.2% increase in average occupancy in 2000, while other rental operations decreased primarily due to lower lease termination settlement fees in 2000.
Excluding only the straight-line rent adjustment for these properties, revenue from rental operations computed on a cash basis, increased by approximately $19.4 million or 6.2%.
Property operating expenses for these properties increased by approximately $3.9 million, or 4.1%, during 2000, compared to 1999, primarily due to higher real estate taxes, repairs and maintenance, contingent ground rent and property administrative expenses in 2000. Real estate taxes increased by approximately $2.2 million in 2000 due to normal annual increases and final assessments on certain properties. Repairs and maintenance increased by $533,000 primarily due to the 1.2% increase in average occupancy in 2000. Ground rent expense increased by $323,000 due to higher operating income from one of our properties with a participating ground lease. Property administrative expenses, comprised primarily of personnel and related costs, were approximately $666,000 higher in 2000, primarily due to our continued focus on raising our portfolio-wide occupancy. Utility costs increased by approximately $135,000 in 2000 due to both higher average occupancy and rate increases for our San Diego properties, partially offset by savings achieved from energy enhancing capital improvements completed during 1999.
27
Liquidity and Capital Resources
Cash Flows
Cash provided by operating activities increased by approximately $12.5 million to $204.7 million in 2001, as compared to $192.2 million in 2000, primarily due to improved operating results for the 133 properties we owned for both years presented and from cash flows for four development/ renovation properties placed in service subsequent to January 1, 2000. This increase was partially offset by the loss of operating cash flows on a property we sold in the fourth quarter of 2000 and ten properties sold in 2001.
Cash used in investing activities decreased by approximately $100.1 million to $115.9 million in 2001, as compared to $216.0 million in 2000. The decrease was primarily due to the completion of several of our development and renovation projects during 2000 which resulted in an approximate $65.9 million reduction in cash used in our development and renovation projects in 2001. In addition, proceeds from property sales were approximately $34.2 million higher in 2001.
Cash used in financing activities decreased by $79.4 million to an outflow of $57.2 million in 2001, as compared to an inflow of $22.2 million in 2000. Cash used in financing activities for the year ended December 31, 2001 consisted primarily of repayments of mortgage loans, net paydowns of our unsecured lines of credit and distributions to our stockholders, which were partially offset by the net proceeds from an offering of unsecured senior notes.
Capital Commitments
As of December 31, 2001, we had approximately $9.2 million outstanding in capital commitments related to tenant improvements, development and property-related capital expenditures. We expect to fund short term capital commitments through cash flow generated by operating activities and proceeds from asset sales or proceeds from our lines of credit.
Available Borrowings, Cash Balances and Capital Resources
We have an unsecured line of credit with a group of banks led by Wells Fargo. This line of credit provides for borrowings up to $275 million with an option to increase the amount to $325 million and bears interest at a rate ranging between LIBOR plus 1.15% and LIBOR plus 1.80% (including an annual facility fee ranging from .20% to .40% based on the aggregate amount of the facility), depending on our unsecured debt rating. In addition, as long as we maintain an unsecured debt rating of BBB-/Baa3 or better, the agreement contains a competitive bid option, whereby the lenders on this line of credit may bid on the interest rate to be charged for up to $137.5 million of the unsecured line of credit. Under certain circumstances, we also have the option to convert the interest rate on this line of credit to the greater of the Federal Funds rate plus 0.5% or Wells Fargos prime rate. This line of credit matures in April 2003. As of December 31, 2001, there was approximately $105.4 million outstanding on this line of credit and approximately $169.6 million was available for additional borrowing.
We also have a $75 million unsecured line of credit with Lehman Brothers. Borrowings on this line of credit bear interest at a rate ranging between LIBOR plus 1.05% and LIBOR plus 1.70%, depending on our unsecured debt rating. We also have the option to convert the interest rate to the prime rate plus 0.5%. This line of credit matures in July 2002 with an option to extend the maturity date for one year. As of December 31, 2001, there was $75 million outstanding on this line of credit.
We also have an unsecured line of credit with a total commitment of $10 million from City National Bank. This line of credit accrues interest at the City National Bank Prime Rate less 0.875% and is scheduled to mature on August 1, 2002. Proceeds from this line of credit are used, among other things, to provide funds for tenant improvements and capital expenditures and provide for working capital and other corporate purposes. As of December 31, 2001, there was no outstanding balance on this line of credit and $10 million was available for additional borrowings.
28
On May 1, 2001, we sold an approximate 43,000 square foot office property located in Irvine, California for approximately $8.2 million. On that date, we also sold an approximate 213,000 square foot industrial property located in Ontario, California for approximately $11.0 million. On September 28, 2001, we sold an approximate 24,000 square foot office property located in Simi Valley, California for approximately $3.1 million and an approximate 107,000 square foot office property located in Riverside, California for approximately $4.9 million. On November 21, 2001, we sold an approximate 13,000 square foot office property located Thousand Oaks, California for approximately $2.1 million and on December 20, 2001, we sold an approximate 172,000 square foot portfolio of three office properties and two industrial properties located in Temecula, California for approximately $18.5 million. The net proceeds from these dispositions were used to reduce the outstanding balance on our Wells Fargo unsecured line of credit.
On June 27, 2001, we and our operating partnership filed a Form S-3 shelf registration statement with the Securities and Exchange Commission, or SEC, providing for the issuance of up to $400 million of debt securities by the operating partnership and up to $257.2 million of our $.01 par value common stock or our $.01 par value preferred stock. The terms of these securities will be determined at the time of any debt or equity offering. This registration statement was declared effective by the SEC on July 24, 2001.
On November 9, 2001, our operating partnership completed a public offering of $150 million, 7.00% unsecured notes due 2007, from the shelf registration statement, with interest payable semi-annually on May 15 and November 15 of each year. The net proceeds from this offering were used to reduce the outstanding balance on our Wells Fargo unsecured line of credit.
Following is a summary of scheduled principal payments for our total outstanding indebtedness as of December 31, 2001 (in thousands):
Year | Amount | ||||
2002
|
77,578 | (1) | |||
2003
|
110,648 | (2) | |||
2004
|
182,062 | ||||
2005
|
207,678 | ||||
2006
|
15,063 | ||||
Thereafter
|
658,454 | ||||
Total
|
$ | 1,251,483 | |||
(1) | Primarily consists of $75.0 million outstanding on our Lehman Brothers line of credit which has a one year extension. |
(2) | Primarily consists of $105.4 million outstanding on our Wells Fargo line of credit. |
The following is other information related to our indebtedness as of December 31, 2001 (in thousands, except percentage and interest rate data):
Unsecured and Secured Debt:
Percent of | Weighted Average | ||||||||||||
Balance | Total Debt | Interest Rate(1) | |||||||||||
Unsecured debt
|
$ | 678,031 | 54 | % | 7.36 | % | |||||||
Secured debt
|
573,452 | 46 | % | 7.36 | % | ||||||||
Total/ Weighted average
|
$ | 1,251,483 | 100 | % | 7.36 | % | |||||||
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Floating and Fixed Rate Debt:
Percent of | Weighted Average | ||||||||||||
Balance | Total Debt | Interest Rate(1) | |||||||||||
Floating rate
|
$ | 180,350 | 14 | % | 4.12 | % | |||||||
Fixed rate
|
1,071,133 | 86 | % | 7.91 | % | ||||||||
Total/ Weighted average
|
$ | 1,251,483 | 100 | % | 7.36 | % | |||||||
(1) | Includes amortization of prepaid financing costs. |
Total interest incurred and the amount capitalized was as follows (unaudited and in thousands):
For the Years Ended | ||||||||||||
December 31, | ||||||||||||
2001 | 2000 | 1999 | ||||||||||
Total interest incurred
|
$ | 93,290 | $ | 91,052 | $ | 69,826 | ||||||
Amount capitalized
|
(9,095 | ) | (12,646 | ) | (9,587 | ) | ||||||
Amount expensed
|
$ | 84,195 | $ | 78,406 | $ | 60,239 | ||||||
As of December 31, 2001, we had approximately $55.8 million in cash and cash equivalents, including $18.8 million in restricted cash. Restricted cash includes $13.7 million in interest-bearing cash deposits required by some of our mortgage loans payable. Included in cash and cash equivalents was $18.5 million in short-term investments and $5.1 million in cash impound accounts for real estate taxes and insurance as required by several of our mortgage loans payable.
We may sell assets over the next twelve to twenty-four months. Due to market conditions beyond our control, it is difficult to predict the actual period and amount of these asset sales. Also depending on market conditions, at the time any such sales proceeds are realized, we expect to redeploy such amounts into investments that we believe will generate higher long-term value, which may include development of office buildings, acquisitions or repurchase of our common stock. In addition, we expect to use a portion of any proceeds to pay down portions of our debt in order to maintain our conservative leverage and coverage ratios.
We expect to continue meeting our short-term liquidity and capital requirements generally through net cash provided by operating activities and proceeds from our lines of credit or proceeds from asset sales. We believe that the net cash provided by operating activities will continue to be sufficient to pay any distributions necessary to enable us to continue qualifying as a REIT. We also believe the foregoing sources of liquidity will be sufficient to fund our short-terms liquidity needs over the next twelve months, including recurring non-revenue enhancing capital expenditures, tenant improvements and leasing commissions.
We expect to meet our long-term liquidity and capital requirements such as scheduled principal repayments, development costs, property acquisitions, if any, and other non-recurring capital expenditures through net cash provided by operations, refinancing of existing indebtedness, proceeds from asset sales and/or the issuance of long-term debt and equity securities.
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Funds From Operations and Funds Available for Distribution
The following table reflects the calculation of our funds from operations and funds available for distribution for the years ended December 31, 2001, 2000 and 1999 (in thousands):
For the Years Ended December 31, | |||||||||||||
2001 | 2000 | 1999 | |||||||||||
Funds from Operations(1):
|
|||||||||||||
Net Income
|
$ | 97,759 | $ | 96,710 | $ | 96,626 | |||||||
Depreciation and amortization
|
101,819 | 87,267 | 69,837 | ||||||||||
Minority interest
|
7,565 | 7,613 | 5,296 | ||||||||||
Gain on disposition of property
|
(4,591 | ) | (2,132 | ) | | ||||||||
Distributions on Preferred Operating Partnership
Units
|
(4,312 | ) | (4,312 | ) | (1,354 | ) | |||||||
Funds from Operations(2)
|
198,240 | 185,146 | 170,405 | ||||||||||
Arden Realtys percentage share(3)
|
96.8 | % | 96.7 | % | 96.2 | % | |||||||
Arden Realtys share of Funds from Operations
|
$ | 191,896 | $ | 179,036 | $ | 163,930 | |||||||
Funds Available for Distribution(4):
|
|||||||||||||
Funds From Operations
|
$ | 198,240 | $ | 185,146 | $ | 170,405 | |||||||
Straight-line rent adjustment
|
(9,208 | ) | (8,078 | ) | (7,680 | ) | |||||||
Capital expenditure, tenant improvement and
leasing commission reserve
|
(31,500 | ) | (30,494 | ) | (27,272 | ) | |||||||
Funds Available for Distribution
|
$ | 157,532 | $ | 146,574 | $ | 135,453 | |||||||
Weighted average shares common operating
partnership units outstanding Diluted
|
66,132 | 65,759 | 65,566 | ||||||||||
(1) | We consider funds from operations, as defined by The National Association of Real Estate Investment Trusts, or NAREIT, to be a useful financial measure of our operating performance. We believe that funds from operations provides investors with an additional basis to evaluate our ability to service debt and to fund acquisitions and other capital expenditures. Funds from operations should not be considered an alternative to net income determined in accordance with GAAP, as an indicator of our financial performance, as a substitute for cash flow from operating activities determined in accordance with GAAP or as a measure of our liquidity. Funds from operations also is not necessarily indicative of funds available to fund our cash needs, including our ability to service our debt. |
The White Paper on funds from operations approved by the Board of Governors of NAREIT in October 1999 defines funds from operations as net income or loss computed in accordance with GAAP, excluding extraordinary items, as defined by GAAP, and gains and losses from sales of depreciable operating property plus real estate-related depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures. We compute funds from operations in accordance with standards established by the White Paper which may differ from the standards used by other REITs and, accordingly, our funds from operations may not be comparable to other REITs. | |
(2) | Includes approximately $1.9 million and $586,000 in non-cash compensation expense for the years ended December 31, 2001 and 2000, respectively. |
(3) | Represents Arden Realtys weighted average ownership percentage during the respective twelve month period. |
(4) | Funds available for distribution consists of funds from operations, excluding straight-line rent adjustments and less a reserve for capital expenditures, tenant improvements and leasing commissions |
Current Economic Climate
Our short and long-term liquidity is significantly impacted by the operating results of our properties, all of which are located in Southern California. Our ability to lease available space and increase rates when leases expire is largely dependent on the demand for office space in the markets where our properties are located. National and local economic trends may affect demand for our properties and our ability to collect amounts due from our tenants.
We believe uncertainty over the current national and Southern California economic environment are causing tenants to take longer to commit to leasing transactions, resulting in a decrease in the occupancy of
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The timing and extent of future changes in the national and local economy and their effects on our properties and results of operations are difficult to accurately predict. It is possible, however, that these national and regional issues may more directly affect us and our operating results in the future, making it more difficult for us to lease and renew available space, to increase or maintain rental rates as leases expire and to collect amounts due from our tenants. For additional information, see Risk Factors Further declines in the economic activity of Southern California will adversely affect our operating results, The financial condition and solvency of our tenants may reduce our cash flow, and Rising energy costs and power outages in California may have an adverse effect on our operations and revenue.
Forward-Looking Statements
This Form 10-K, including the documents incorporated herein by reference, contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act pertaining to, among other things, our future results of operations, cash available for distribution, acquisitions, lease renewals, property development, property renovation, capital requirements and general business, industry and economic conditions applicable to us. Also, documents we subsequently file with the SEC and incorporated herein by reference will contain forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements as a result of the risk factors set forth below and the matters set forth or incorporated in this Form 10-K generally. We caution you, however, that this list of factors may not be exhaustive, particularly with respect to future filings.
ITEM 7A. Quantitative and Qualitative Disclosure About Market Risk
Market risk is the exposure or loss resulting from changes in interest rates, foreign currency exchange rates, commodity prices and equity prices. The primary market risk to which we are exposed is interest rate risk, which is sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors that are beyond our control.
Interest Rate Risk.
Even though we currently have no such agreements, in order to modify and manage the interest characteristics of our outstanding debt and limit the effects of interest rates on our operations, we may use a variety of financial instruments, including interest rate swaps, caps, floors and other interest rate exchange contracts. The use of these types of instruments to hedge our exposure to changes in interest rates carries additional risks such as counter-party credit risk and legal enforceability of hedging contracts. We do not enter into any transactions for speculative or trading purposes.
Some of our future earnings, cash flows and fair values relating to financial instruments are dependent upon prevailing market rates of interest, such as LIBOR. Based on interest rates and outstanding balances as of December 31, 2001, a 1% increase in interest rates on our $180.4 million of floating rate debt would decrease annual future earnings and cash flows by approximately $1.8 million and would not have an impact on the fair value of the floating rate debt. A 1% decrease in interest rates on our $180.4 million of floating rate debt would increase annual future earnings and cash flows by approximately $1.8 million and would not have an impact on the fair value of the floating rate debt. A 1% increase or decrease in interest rates on our secured notes receivable would not have a material impact on annual future earnings, cash flows and the fair value of the secured notes receivable. The weighted average interest rate on our floating debt as of December 31, 2001 was 4.12%.
Our fixed rate debt totaled $1,071.1 million as of December 31, 2001 with a weighted average interest rate of 7.91%. and a total fair value of approximately $1,097.1 million. A 1% decrease in interest rates on our $1,071.1 million of fixed rate debt would increase its fair value by approximately $49.3 million and would not have an impact on annual future earnings and cash flows. A 1% increase in interest rates in our
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These amounts are determined by considering the impact of hypothetical interest rates on our borrowing cost. These analyses do not consider the effects of the reduced level of overall economic activity that could exist in that environment. Further, in the event of a change of this magnitude, we would consider taking actions to further mitigate our exposure to the change. Due to the uncertainty of the specific actions that would be taken and their possible effects, however, this sensitivity analysis assumes no changes in our capital structure.
RISK FACTORS
In addition to the other information contained or incorporated by reference in this Form 10-K readers should carefully consider the following risk factors.
Real Estate Investment Risks
An inability to retain tenants or rent space upon lease expirations may adversely affect our ability to service our debt. |
Through 2006, 2,690 leases, including month-to-month leases comprising approximately 81% of our leased net rentable square footage and approximately 76% of our annualized base rents at December 31, 2001 will expire as follows:
Percentage of | Percentage of | |||||||||||
Number of | Aggregate Portfolio | Aggregate Portfolio | ||||||||||
Year | Leases Expiring | Leased Square Feet | Annualized Base Rent | |||||||||
2002
|
743 | 15.1 | % | 13.0 | % | |||||||
2003
|
617 | 17.8 | % | 16.5 | % | |||||||
2004
|
588 | 18.5 | % | 17.7 | % | |||||||
2005
|
415 | 16.4 | % | 15.8 | % | |||||||
2006
|
327 | 12.9 | % | 13.4 | % |
If we are unable to promptly relet or renew leases for all or a substantial portion of this space, or if the rent upon renewal or reletting are significantly lower than expected, our cash flow and business could be adversely affected.
Further declines in the economic activity of Southern California will adversely affect our operating results. |
All of our properties are located in Southern California. In 2001, many sectors of the California economy as well as the rest of the country experienced a slowdown or contraction in economic activity. As a result, in 2001, there was a decrease in occupancy in the majority of our sub-markets as well as a slight decrease in rental rates. At December 31, 2001 our portfolio was 92.2% occupied as compared to 94.4% occupied at December 31, 2000. During 2002, a total of approximately 2.6 million square feet of occupied space, representing approximately 15.1% of our total net rentable space, including month-to-month leases, will expire. Further deterioration of the local and national economy may result in further erosion of occupancy and rental rates and would most likely negatively affect our operating performance and property values.
Competition affects occupancy levels rents and cost of land which could adversely affect our revenues. |
Many office properties compete with our properties in attracting tenants to lease space. Some of the competing properties may be newer, better located or owned by parties better capitalized than we are. Although ownership of these competing properties is currently diversified among many different types, from publicly traded companies and institutional investors to small enterprises and individual owners, and no one or group of owners currently dominate or significantly influence the market, consolidation of owners could create efficiencies and marketing advantages for the consolidated group that could adversely affect us. These competitive advantages, the number of competitors and the number of competitive commercial properties in a
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The financial condition and solvency of our tenants may reduce our cash flow. |
Tenants may experience a downturn in their business which may cause them to miss rental payments when due or to seek the protection of bankruptcy laws, which could result in rejection and termination of their leases or a delay in recovering possession of their premises. Although we have not experienced material losses from tenant bankruptcies, we cannot assure you that tenants will not file for bankruptcy protection in the future or, if any tenants file, that they will affirm their leases and continue to make rental payments in a timely manner.
Because real estate investments are illiquid, we may not be able to sell properties when appropriate. |
Equity real estate investments are relatively illiquid. That illiquidity will tend to limit our ability to vary our portfolio promptly in response to changes in economic or other conditions. In addition, the Internal Revenue Code of 1986, as amended, may under specified circumstances impose a 100% prohibited transaction tax on the profits derived from our sale of properties held for fewer than four years, which could affect our ability to sell our properties.
Rising energy costs and power outages in California may have an adverse effect on our operations and revenue. |
Problems associated with deregulation of the electric industry in California have resulted in intermittent service interruptions and significantly higher costs in some areas. Approximately 41% of our buildings and approximately 40% of the total net rentable square footage of our portfolio are located within municipalities that either do not produce their own power or have not entered into long term fixed price contracts. These properties may be subject to intermittent service interruptions or significant rate increases from their utility providers. The remaining portion of our portfolio is located in areas that are not expected to be subject to intermittent electric service interruptions and significant electric rate increases.
Approximately 29% of our buildings and 21% of the total rentable square footage of our portfolio are subject to leases that require our tenants to pay all utility costs. The remainder of our leases provide that tenants will reimburse us for utility costs in excess of a base year amount. We estimate that we will be able to recover approximately 90% of any utility cost increases from our tenants.
Although we have not experienced any material losses resulting from electric deregulation, it is possible that some of our tenants will not fulfill their lease obligations and reimburse us for their share of any significant electric rate increases and that we will not be able to retain or replace our tenants if energy problems in California continue.
Increases in taxes and regulatory compliance costs may reduce our revenue. |
Except for our triple net leases, we may not be able to pass all real estate tax increases through to some of our tenants. Therefore, any tax increases may adversely affect our cash flow and our ability to pay or refinance our debt obligations. Our properties are also subject to various federal, California and local regulatory requirements, such as requirements of the Americans with Disabilities Act, and California and local fire and life safety requirements. Failure to comply with these requirements could result in the imposition of fines by governmental authorities or awards of damages to private litigants. We believe that our properties are currently in substantial compliance with these regulatory requirements. We cannot assure you, however, that these requirements will not be changed or that new requirements will not be imposed that would require significant unanticipated expenditures by us and could have an adverse effect on our cash flow and the amounts available for distributions and to our business.
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Lack of availability of insurance coverage for terrorist acts could adversely affect our financial condition. |
Our annual insurance policy expired in February of 2002. We have been notified by our insurance-broker that in the aftermath of the September 11th attack, insurance carriers are either specifically excluding terrorist acts from property insurance coverage or offering this type of coverage at prohibitive costs. Although we did not derive more than 4.6% of our 2001 net operating income from any one of the properties in our portfolio, a terrorist attack damaging several of our properties could materially deteriorate our operating results and overall financial condition.
We may acquire properties through partnerships or joint ventures with third parties that could result in financial dependency and management conflicts. |
Although we currently do not have plans to do so, we may participate with other entities in property ownership through joint ventures or partnerships in the future. Depending on the characteristics and business objectives of the joint venture or partnership, we may not have voting control over the joint venture or partnership. Partnership or joint venture investments may, under certain circumstances, involve risks not otherwise present, including:
| our partners or co-venturers might become bankrupt; | |
| our partners or co-venturers might at any time have economic or other business interests or goals which are inconsistent with our business interests or goals; and | |
| our partners or co-venturers may be in a position to take action contrary to our instructions or requests contrary to our policies or objectives. |
Neither the limited partnership agreement of our operating partnership nor our governing documents prevent us from participating in joint ventures with our affiliates. Because a joint venture with an affiliate may not be negotiated in a traditional arms length transaction, terms of the joint venture may not be as favorable to us as we could obtain if we entered into a joint venture with an outside third party.
We may not be able to integrate or finance our acquisitions. |
As we acquire additional properties, we will be subject to risks associated with managing new properties, including building systems not operating as expected, delay in or failure to lease vacant space and tenants failing to renew leases as they expire. In addition, our ability to manage our growth effectively will require us to successfully integrate our new acquisitions into our existing accounting systems and property management structure. We cannot assure you that we will be able to succeed with that integration or effectively manage additional properties or that newly acquired properties will perform as expected. Changing market conditions, including competition from other purchasers of suburban office properties, may diminish our opportunities for attractive additional acquisitions. Moreover, acquisition costs of a property may exceed original estimates, possibly making the property uneconomical.
Our acquisitions and renovations may not perform as expected. |
Although we currently have no plans to significantly expand or renovate our properties, we may do so in the future. Expansion and renovation projects may inconvenience and displace existing tenants, require us to engage in time consuming up-front planning and engineering activities and expend capital, and require us to obtain various government and other approvals, the receipt of which cannot be assured. While our policies with respect to expansion and renovation activities are intended to limit some of the risks otherwise associated with these activities, we will nevertheless incur risks, including expenditures of funds on, and devotion of our time to, projects that may not be completed.
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Our development activities may be more expensive than anticipated and may not yield our anticipated results. |
We currently have two properties under development at the Howard Hughes Center in Los Angeles, California. The estimated total costs for these two properties is approximately $154.1 million. In addition, we have preliminary architectural designs completed for additional build-to-suit buildings at the Howard Hughes Center and have completed preliminary designs on a build-to-suit office building at our Long Beach Airport Business Park, but do not intend to commence construction on any of these projects until development plans and budgets are finalized and build-to-suit tenant leases are signed with terms allowing us to achieve yields commensurate with the projects development risk. We also intend to review, from time to time, other opportunities for developing and constructing office buildings and other commercial properties in accordance with our development and underwriting policies.
We expect to finance our development activities over the next 24 months through net cash provided by operating activities, proceeds from asset sales or proceeds from our lines of credit.
Risks associated with our development activities may include:
| abandonment of development opportunities due to a lack of financing or other reasons; | |
| construction costs of a property exceeding original estimates, possibly making the property uneconomical; | |
| occupancy rates and rents at a newly completed property may not be sufficient to make the property profitable; | |
| construction and lease-up may not be completed on schedule, resulting in increased debt service expense and construction costs; and | |
| development activities would also be subject to risks relating to the inability to obtain, or delays in obtaining, all necessary zoning, land-use, building, occupancy and other required governmental permits and authorizations. |
We are not subject to any limit on the amount or percentage of our assets that may be invested in any single property or any single geographic area. |
Our governing documents do not restrict the amount or percentage of our assets that we may invest in a single property or geographic area. All of our properties are currently in Southern California and we have no immediate plans to invest outside of Southern California. This lack of diversification in our investments makes us more highly susceptible to changes affecting the Southern California economy and real estate markets or damages from regional events such as earthquakes.
We may not be able to expand into new markets successfully.
While our business is currently limited to the Southern California market, it is possible that we will in the future expand our business to new geographic markets. We will not initially possess the same level of familiarity with new markets outside of Southern California, which could adversely affect our ability to manage, lease, develop or acquire properties in new localities.
Financing Risks
Our significant amount of debt could limit our operational flexibility or otherwise adversely affect our financial condition. |
As of December 31, 2001, we had total debt of approximately $1.25 billion, consisting of approximately $573 million in secured debt and approximately $678 million of unsecured debt. See Managements Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources.
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Our substantial indebtedness could:
| require us to dedicate a substantial portion of our cash flow to pay our debt, thereby reducing the availability of our cash flow to fund distributions, working capital, capital expenditures, acquisition and development activity and other business purposes; | |
| make it more difficult for us to satisfy our debt obligations; | |
| limit our ability to refinance our debt and obtain additional debt financing; and | |
| increase our vulnerability to general adverse economic and real estate industry conditions and limit our flexibility in planning for, or reacting to, changes in our business and the real estate industry. |
We may be able to incur substantially more debt which would increase the risks associated with our substantial leverage. |
Despite current indebtedness levels, we may still be able to incur substantially more debt in the future. Neither the limited partnership agreement of our operating partnership nor our governing documents limit the amount or the percentage of indebtedness that we may incur. We may borrow up to a maximum of $360 million under our three lines of credit. In addition, we have the option to increase our $275 million unsecured line of credit by $50 million. If we exercised the option, we would be able to borrow up to $410 million under our three lines of credit. As of December 31, 2001, we had the ability to borrow an additional approximately $179.6 million under these three lines of credit. If new debt is added to our current debt levels, the related risks that we now face could intensify and could increase the risk of default on our indebtedness.
Scheduled debt payments could adversely affect our financial condition. |
Our cash flow could be insufficient to meet required payments of principal and interest when due. In addition, we may not be able to refinance existing indebtedness, which in virtually all cases requires substantial principal payments at maturity, and, if we can refinance, the terms of the refinancing might not be as favorable as the terms of our existing indebtedness. As of December 31, 2001, approximately $77.6 million of principal will be coming due over the next twelve months. If principal payments cannot be refinanced, extended or paid with proceeds of other capital transactions, such as new equity capital, our cash flow will not be sufficient in all years to repay all maturing debt and continue to service and repay our debt obligations.
Rises in interest rates could adversely affect our financial condition. |
An increase in prevailing interest rates would have an immediate effect on the interest rates charged on our variable rate debt which rise and fall upon changes in interest rates. At December 31, 2001, approximately 14% of our debt was variable rate debt. Increases in interest rates would also impact the refinancing of our fixed rate debt. If interest rates are higher when our fixed debt becomes due, we may be forced to borrow at the higher rates. If prevailing interest rates or other factors result in higher interest rates, the increased interest expense would adversely affect our cash flow and our ability to service our debt, including the exchange notes. As a protection against rising interest rates, we may enter into agreements such as interest rate swaps, caps, floors and other interest rate exchange contracts. These agreements, however, increase our risks as to the other parties to the agreements not performing or that the agreements could be unenforceable. As of December 31, 2001, we were not a party to any such agreements.
Many of our properties are subject to mortgage financing which could result in foreclosure if we are unable to pay or refinance the mortgages when due. |
We currently have outstanding five mortgage financings totaling $554.6 million that are secured by 67 of our properties. The properties in each of these financings are fully cross-collateralized and cross-defaulted. To the extent two or more mortgages are cross-defaulted, a default in one mortgage will trigger a default in the other mortgages. The cross-defaults can give the lender a number of remedies depending on the circumstances such as the right to increase the interest rate, demand additional collateral, accelerate the maturity date of the
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Tax Risks
Our desire to qualify as a REIT restricts our ability to accumulate cash that might be used in future periods to make debt payments or to fund future growth. |
In order to qualify as a REIT and avoid federal income tax liability, we must distribute to our stockholders at least 90% of our net taxable income, excluding net capital gain, and to avoid income taxation, our distributions must not be less than 100% of our net taxable income, including capital gains. To avoid excise tax liability, our distributions to our stockholders for the year must exceed the sum of 85% of its ordinary income, 95% of its capital gain net income, and any undistributed taxable income from prior years. As a result of these distribution requirements, we do not expect to accumulate significant amounts of cash. Accordingly, these distributions could significantly reduce the cash available to us in subsequent periods to make payments on our debt obligations and to fund future growth.
Our operating partnership intends to qualify as a partnership, but we cannot guarantee that it will qualify. |
Our operating partnership intends to qualify as a partnership for federal income tax purposes. However, if the operating partnership were a publicly traded partnership, it would be treated as a corporation instead of a partnership for federal income tax purposes unless at least 90% of its income is qualifying income as defined in the Internal Revenue Code. The income requirements applicable to REITs and the definition of qualifying income for purposes of this 90% test are similar in most respects. Qualifying income for the 90% test generally includes passive income, such as specified types of real property rents, dividends and interest. We believe that the operating partnership would meet this 90% test, but we cannot guarantee that it would. If the operating partnership were to be taxed as a corporation, it would incur substantial tax liabilities and we would fail to qualify as a REIT for federal income tax purposes.
We may suffer adverse tax consequences and be unable to attract capital if we fail to qualify as a REIT. |
We believe that since our taxable year ended December 31, 1996, we have been organized and operated, and intend to continue to operate, so as to qualify for taxation as a REIT under the Internal Revenue Code. Although we believe that we have been and will continue to be organized and have operated and will continue to operate so as to qualify for taxation as a REIT, we cannot assure you that we have been or will continue to be organized or operated in a manner so as to qualify or remain so qualified. For us to qualify as a REIT, we must satisfy numerous requirements established under highly technical and complex Internal Revenue Code provisions for which there are only limited judicial and administrative interpretations and tests regarding various factual matters and circumstances not entirely within Arden Realtys control. The complexity of these provisions and of the applicable Treasury Regulations that have been promulgated under the Internal Revenue Code is greater in the case of a REIT, like us, that hold our assets through an investment in a partnership. No assurance can be given that legislation, new regulations, administrative interpretations or court decisions will not significantly change the tax laws with respect to qualification as a REIT or the federal income tax consequences of qualification. We are, however, not aware of any pending legislation that would adversely affect our ability to operate as a REIT. Our qualification and taxation as a REIT depends on our ability to meet, through actual annual operating results, asset diversification, distribution levels and diversity of stock ownership, the various qualification tests imposed under the Internal Revenue Code, the results of which have not been and will not be reviewed by our tax counsel.
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If we failed to qualify as a REIT in any taxable year, we would be subject to federal income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates. Moreover, unless entitled to relief under specific statutory provisions, we also would be disqualified as a REIT for the four taxable years following the year during which qualification was lost. If we were disqualified as a REIT, our ability to raise additional capital could be significantly impaired. This could reduce the funds we would have available to pay distributions to our stockholders and to service our debt.
Even if we qualify for and maintain our REIT status, we will be subject to certain federal, state and local taxes on our income and property. For example, if we have net income from a prohibited transaction, specifically sales or other taxable dispositions of property held primarily for sale to customers in the ordinary course of business, that income will be subject to a 100% tax.
Other Risks
We are subject to agreements and policies that may deter change in control offers that might be attractive to our stockholders. |
Certain provisions of our charter and bylaws as well as our stockholder rights plan, which is described below, may delay, defer or prevent a third party from making offers to acquire us or control over us. For example, such provisions may:
| deter tender offers for our common stock, which offers may be attractive to the stockholders; and | |
| deter purchases of large blocks of common stock, thereby limiting the opportunity for stockholders to receive a premium for their common stock over then-prevailing market prices. |
Our charter contains a provision designed to prevent a concentration of ownership among our stockholders that would cause us to fail to qualify as a REIT. Under the Internal Revenue Code, not more than 50% in value of our outstanding shares of common stock may be owned, actually or constructively, by five or fewer individuals, including specific kinds of entities, at any time during the last half of our taxable year. In addition, if we, or an owner of 10% or more of our common stock, actually or constructively owns 10% or more of a tenant of ours, or a tenant of any partnership in which we are a partner, the rent received by us from that tenant will not be qualifying income for purposes of the REIT gross income tests. In order to protect us against the risk of losing REIT status, the ownership limit included in our charter limits actual or constructive ownership of our outstanding shares of common stock by any single stockholder to 9.0%, by value or by number of shares, whichever is more restrictive, of the then outstanding shares of common stock. Actual or constructive ownership of shares of common stock in excess of the ownership limit will cause the violative transfer or ownership to be void with respect to the transferee or owner as to that number of shares in excess of the ownership limit and such shares will be automatically transferred to a trust for the exclusive benefit of one or more qualified charitable organizations. That transferee or owner will have no right to vote such shares or be entitled to dividends or other distributions with respect to such shares.
Although our Board of Directors presently has no intention of doing so, except as described below, our Board of Directors could waive this restriction with respect to a particular stockholder if it were satisfied, based upon the advice of counsel or a ruling from the Internal Revenue Service, that ownership by such stockholder in excess of the ownership limit would not jeopardize our status as a REIT and our Board of Directors otherwise decided such action would be in our best interests. Our Board of Directors has waived our ownership limit with respect to Mr. Ziman and certain family members and affiliates and has permitted these parties to actually and constructively own up to 13.0% of the outstanding shares of common stock.
Our charter authorizes our Board of Directors to cause us to issue authorized but unissued shares of common stock or preferred stock and to reclassify any unissued shares of common stock or classify any unissued and reclassify any previously classified but unissued shares of preferred stock and, with respect to the preferred stock, to set the preferences, rights and other terms of such classified or unclassified shares. Although our Board of Directors has no such intention at the present time, it could establish a series of preferred stock that could, depending on the terms of such series, delay, defer or prevent a transaction or a
39
Our Board of Directors is divided into three classes of directors. Directors of each class are chosen for three-year terms upon the expiration of their current terms and each year one class of directors will be elected by the stockholders. The staggered terms of directors may reduce the possibility of a tender offer or an attempt to change control even though a tender offer or change in control might be in the best interest of our stockholders.
In August 1998, we declared a dividend distribution of one preferred share purchase right on each outstanding share of our common stock pursuant to a stockholder plan. Subject to limited exceptions, these rights will be exercisable if a person or group acquires 15% or more of our common stock or announces a tender offer for 15% or more of our common stock. Under certain circumstances, each right will entitle stockholders to buy one one-hundredth of a share of our newly created Class A Junior Participating Preferred Stock at an exercise price of $75. Our Board of Directors will be entitled to redeem the rights at $.01 per right at any time before a person has acquired 15% or more of the outstanding common stock. The rights plan will expire in August 2008.
Each right entitles its holder to purchase, at the rights then-current exercise price, a number of our common shares having a market value at that time of twice the rights exercise price. Rights held by the person or group seeking to acquire 15% or more of our common stock will become void and will not be exercisable to purchase shares at the bargain purchase price. If we are acquired in a merger or other business combination transaction which has not been approved by our Board of Directors, each right will entitle its holder to purchase, at the rights then-current exercise price, a number of the acquiring companys common shares having a market value at that time of twice the rights exercise price.
Losses in excess of our insurance coverage or uninsured losses could adversely affect our cash flow.
We carry comprehensive liability, fire, extended coverage and rental loss insurance policies which currently cover all of our properties with specifications and insured limits that we believe are adequate and appropriate under the circumstances. Some losses, however, are generally not insured against because it is not economically feasible to do so. Should an uninsured loss or a loss in excess of insured limits occur, we could lose our capital invested in the property, as well as the anticipated future revenue from the property and, in the case of debt which is recourse to us, we would remain obligated for any mortgage debt or other financial obligations related to the property. Any loss would adversely affect our cash flow with respect to the property subject to the loss. Moreover, we would generally be liable for any unsatisfied obligations other than non-recourse obligations with respect to the property subject to the loss.
An earthquake could adversely affect our business.
All of our properties are located in Southern California which is a high risk geographical area for earthquakes. Depending upon its magnitude, an earthquake could severely damage our properties which would adversely affect our business. We maintain earthquake insurance for our properties and the resulting business interruption. We cannot assure you that our insurance will be sufficient if there is a major earthquake.
Our properties may be subject to environmental liabilities.
Under federal, state and local environmental laws, a current or previous owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances or petroleum product releases at the property and may be held liable to a governmental entity or to third parties for property damage and for investigation and clean-up costs in connection with the contamination. These laws typically impose clean-up responsibility and liability without regard to whether the owner knew of or caused the presence of the contaminants, and the liability under these laws has been interpreted to be joint and several unless the harm is divisible and there is a reasonable basis for allocation of responsibility. These costs may be substantial, and the presence of these substances, or the failure to remediate the contamination on the property, may adversely affect the owners ability to sell or rent the property or to borrow against the property. Persons who arrange for
40
Specific federal, state and local laws, regulations and ordinances govern the removal, encapsulation or disturbance of asbestos-containing materials when those materials are in poor condition or in the event of construction, remodeling, renovation or demolition of a building. These laws may impose liability for release of asbestos-containing material and may provide for third parties to seek recovery from owners or operators of real properties for personal injury associated with asbestos-containing materials. In connection with the ownership and operation of our properties, we may be potentially liable for those costs.
In the past few years, independent environmental consultants have conducted or updated Phase I environmental assessments and other environmental investigations as appropriate at some of our properties. The environmental site assessments and investigations have identified a total of 28 properties in our portfolio, representing approximately 28.35% of the total rentable square feet in the portfolio, affected by environmental concerns. These environmental concerns include properties that may be impacted by known or suspected (a) contamination caused by third party sources or (b) soil and/or groundwater contamination which has been remediated, and (c) those containing underground storage tanks or asbestos.
Of these properties, one is believed to be affected by contamination caused by third party sources and also houses an underground storage tank, four (4) contain friable asbestos, twelve (12) contain non-friable asbestos, and eleven (11) house underground storage tanks only. The property affected by contamination is primarily affected by petroleum and solvent substances, and a third party has indemnified us for any and all problems associated with this contamination. With regard to those properties affected by asbestos, asbestos does not pose a health hazard if it is not disturbed in such a way to cause an airborne release of asbestos. Asbestos is friable when it can be crumbled, pulverized or reduced to powder by hand pressure, and non-friable when hand pressure cannot release encapsulated asbestos fibers. Friable asbestos is more likely to be released into the air than no-friable asbestos. We manage all asbestos in ways that minimize its potential to become airborne or otherwise threaten human health. Regarding underground storage tanks, subsurface leakage of the materials contained within the tank constitutes the primary risk posed by these devices. We comply with all applicable laws, including double-wall construction, testing protocols, placement of tanks within bermed areas, and the installation of leak and spill detection equipment, to minimize the risks posed by underground storage tanks.
The environmental site assessments and investigations have not, however, revealed any environmental liability that we believe would have a material adverse effect on our business, assets or results of operations taken as a whole, nor are we aware of any material environmental liability. Nevertheless, it is possible that our environmental site assessments do not reveal all environmental liabilities or that there are material environmental liabilities of which we are unaware.
We believe that our properties are in compliance in all material respects with all federal, state and local laws regarding hazardous or toxic substances or petroleum products, except as noted above. We have not been notified by any governmental authority, and are not otherwise aware, of any material noncompliance, liability or claim relating to hazardous or toxic substances or petroleum products in connection with any of our present properties, other than as noted above. It is possible that future laws will impose material environmental liabilities on us and that the current environmental condition of our properties will be affected by tenants, by the condition of land or operations in the vicinity of our properties, such as the presence of underground storage tanks, or by third parties unrelated to us.
The financial statements and supplementary data required by Regulation S-X are included in this Report on Form 10-K commencing on page F-1.
41
None.
The information required by Part III is incorporated by reference from our definitive proxy statement for our 2002 Annual Meeting of Stockholders.
The information contained in the section captioned Proposal I; Election of Directors of the proxy statement is incorporated herein by reference.
The information contained in the section captioned Executive Compensation of the definitive proxy statement is incorporated herein by reference.
The information contained in the section captioned Principal and Management Stockholders of the definitive proxy statement is incorporated herein by reference.
The information contained in the section captioned Certain Relationships and Related Transactions of the definitive proxy statement is incorporated herein by reference.
(a) Financial Statements
The following consolidated financial information is included as a separate section of this Annual Report on Form 10-K:
Page | |||||
ARDEN REALTY, INC | |||||
Report of Independent Auditors
|
F-1 | ||||
Consolidated Balance Sheets as of
December 31, 2001 and 2000
|
F-2 | ||||
Consolidated Statements of Income for the years
ended December 31, 2001, 2000 and 1999
|
F-3 | ||||
Consolidated Statements of Stockholders
Equity for the years ended December 31, 2001, 2000
and 1999
|
F-4 | ||||
Consolidated Statements of Cash Flows for the
years ended December 31, 2001, 2000 and 1999
|
F-5 | ||||
Notes to Financial Statements
|
F-6 |
All other schedules are omitted since the required information is not present in amounts sufficient to require submission of the schedule or because the information required is included in the financial statements and notes thereto.
(b) Reports on Form 8-K
We filed the following report on Form 8-K during the quarter ended December 31, 2001.
Date of Filing | Items Reported | Financial Statement | ||||||
November 9, 2001
|
5 | No |
42
Form 8-K was filed on November 9, 2001. Under Item 5 Other Events, we reported that our operating partnership placed $150 million of 7.0% senior unsecured notes due November 2007.
(c) Exhibits
Exhibit | ||||
Number | Description | |||
3.1* | Amended and Restated Articles of Incorporation as filed as an exhibit to Arden Realty Registration Statement on Form S-11 (No. 333-8163). | |||
3.2* | Articles Supplementary of Class A Junior Participating Preferred Stock as filed as an exhibit to the current report on Form 8-K, dated August 26, 1998. | |||
3.3* | Articles Supplementary of the 8 5/8 Series B Cumulative Redeemable Preferred Stock dated September 7, 1999, filed as an exhibit to Arden Realtys 10-K dated March 27, 2000. | |||
3.4* | By-laws of Registrant as filed as an exhibit to Arden Realtys on Form S-11 (No. 333-8163). | |||
3.5* | Certificate of Amendment of the By-laws of Arden Realty dated July 14, 1998, filed as an exhibit to Arden Realtys quarterly report on Form 10-Q dated August 14, 1998. | |||
3.6* | Certificate of Amendment of the Bylaws of Arden Realty dated March 17, 2000, filed as an exhibit on Form 10-Q dated May 11, 2000. | |||
4.1* | Rights Agreement, dated August 14, 1998, between Arden Realty and The Bank of New York, as filed as an exhibit to Arden Realtys current report on Form 8-K dated August 26, 1998. | |||
4.2* | Indenture between Arden Realty Limited Partnership and The Bank of New York, as trustee, dated March 14, 2000 as filed as an exhibit to Arden Realty Limited Partnerships registration statement on Form S-4 (No. 333-35406). | |||
4.3* | Form of Arden Realty Limited Partnerships unsecured 8.875% senior note due 2005, dated March 17, 2000 filed as an exhibit to Arden Realty Limited Partnerships registration statement on Form S-4 (No. 333-35406). | |||
4.4* | Form of Arden Realty Limited Partnerships unsecured 9.150% senior note due 2010, dated March 17, 2000 filed as an exhibit to Arden Realty Limited Partnerships registration statement on Form S-4 (No. 333-35406). | |||
4.5* | Form of Arden Realty Limited Partnerships unsecured 8.50% senior note due 2010, dated November 20, 2000 as filed as an exhibit to Arden Realty Limited Partnerships registration statement on Form S-4 (No. 333-53376). | |||
4.6* | Form of Arden Realty Limited Partnerships 7.00% Note due 2007, dated November 9, 2002 as filed as an exhibit to Arden Realty Limited Partnerships current report on Form 8-K filed with the Commission on November 9, 2001. | |||
4.7 | Officers certificate dated March 17, 2000 with respect to the terms of Arden Realty Limited Partnerships 8.875% senior note due 2005 and 9.150% Senior Notes due 2010. | |||
4.8 | Officers certificate dated November 20, 2000 with respect to the terms of Arden Realty Limited Partnerships 8.50% Senior Notes due 2010. | |||
4.9* | Officers certificate dated November 9, 2001 with respect to the terms of Arden Realty Limited Partnerships 7.00% Note due 2007, filed as an exhibit to Arden Realty Limited Partnerships current report on Form 8-K filed with the Commission on November 9, 2001. | |||
10.1* | 1996 Stock Option and Incentive Plan of Arden Realty, Inc. and Arden Realty Limited Partnership as filed as an exhibit to Arden Realtys registration statement on Form S-11 (No. 333-8163). | |||
10.2* | Amendment Number 1 to the 1996 Stock Option and Incentive Plan of Arden Realty, Inc. and Arden Realty Limited Partnership as filed as an exhibit to Arden Realtys Schedule 14A filed with the Commission on June 23, 1998. | |||
10.3* | Form of Officers and Directors Indemnification Agreement as filed as an exhibit to Arden Realtys registration statement on Form S-11 (No. 333-8163). | |||
10.4* | Loan Agreement dated June 8, 1998 by and between Arden Realty Finance III, L.L.C., a Delaware limited liability company and Lehman Brothers Realty Corporation, a Delaware corporation filed as an exhibit to Arden Realtys quarterly report of Form 10-Q filed with the Commission on August 14, 1998. |
43
Exhibit | ||||
Number | Description | |||
10.5* | Mortgage Note, dated June 8, 1998 for $136,100,000 by and between Arden Realty Finance III, L.L.C., a Delaware limited liability company, and Lehman Brothers Realty Corporation, a Delaware corporation. (Exhibit B. to Exhibit 10.4 above). | |||
10.6* | Tenant Estoppel Certificate (Exhibit C. to Exhibit 10.4 above). | |||
10.7* | Subordination, Non-Disturbance and Attornment Agreement (Exhibit D. to Exhibit 10.4 above). | |||
10.8* | Deed of Trust, Assignment of Rents and Leases, Security Agreement, and Fixture Filing dated as of June 8, 1998 made by Arden Realty Finance III, L.L.C. as Grantor, to Commonwealth Land Title Company as Trustee for the benefit of Lehman Brothers Realty Corporation as Beneficiary, filed as an exhibit to Arden Realtys quarterly report on Form 10-Q filed with the Commission on August 14, 1998. | |||
10.9* | Assignment of Leases and Rents dated June 8, 1998, by and between Arden Realty Finance III, L.L.C., a Delaware limited liability company and Lehman Brothers Realty Corporation, a Delaware corporation, its successors and assigns filed as an exhibit to Arden Realtys quarterly report on Form 10-Q filed with the Commission on August 14, 1998. | |||
10.10* | Collateral Assignment of Management Agreement and Subordination Agreement dated as of June 8, 1998 among Arden Realty Finance III, L.L.C., a Delaware limited liability company (Borrower), Lehman Brothers Realty Corporation, a Delaware corporation, (Lender), and Arden Realty Limited Partnership, a Maryland limited partnership (Manager), filed as an exhibit to Arden Realtys quarterly report on Form 10-Q filed with the Commission on August 14, 1998. | |||
10.11* | Security Agreement is entered into as of June 8, 1998 by and between Arden Realty Finance III, L.L.C., a Delaware limited liability company and Lehman Brothers Realty Corporation, a Delaware corporation, filed as an exhibit to Arden Realtys quarterly report on Form 10-Q filed with the Commission on August 14, 1998. | |||
10.12* | Environmental Indemnity Agreement dated June 8, 1998 by Arden Realty Finance III, L.L.C., a Delaware limited liability company, in favor of Lehman Brothers Realty Corporation, a Delaware corporation, filed as an exhibit to Arden Realtys quarterly report on Form 10-Q filed with the Commission on August 14, 1998. | |||
10.13* | Letter agreement between Lehman Brothers Realty Corporation, Arden Realty Finance III, L.L.C., Arden Realty and Arden Realty Limited Partnership, filed as an exhibit to Arden Realtys quarterly report on Form 10-Q filed with the Commission on August 14, 1998. | |||
10.14* | Loan Agreement by and between Arden Realty Finance IV, LLC, a Delaware limited liability company and Lehman Brothers Realty Corporation, a Delaware corporation, filed as an exhibit to Arden Realtys quarterly report on Form 10-Q filed with the Commission on August 14, 1998. | |||
10.15* | Mortgage Note, dated June 8, 1998 for $100,600,000 by and between Arden Realty Finance IV, L.L.C., a Delaware limited liability company (Maker), and Lehman Brothers Realty Corporation, a Delaware corporation (Exhibit B to Exhibit 10.14 above). | |||
10.16* | Tenant Estoppel Certificate (Exhibit C. to Exhibit 10.14 above). | |||
10.17* | Subordination, Non-Disturbance and Attornment Agreement (Exhibit D. to Exhibit 10.14 above). | |||
10.18* | Deed of Trust, Assignment of Rents and Leases, Security Agreement, and Fixture Filing dated as of June 8, 1998 made by Arden Realty Finance IV, L.L.C. as Grantor, to Commonwealth Land Title Company as Trustee for the benefit of Lehman Brothers Realty Corporation as Beneficiary, filed as an exhibit to Arden Realtys quarterly report on Form 10-Q filed with the Commission on August 14, 1998. | |||
10.19* | Assignment of Leases and Rents dated June 8, 1998, by and between Arden Realty Finance IV, L.L.C., a Delaware limited liability company (Assignor), and Lehman Brothers Realty Corporation, a Delaware corporation, its successors and assigns (Assignee), filed as an exhibit to Arden Realtys quarterly report on Form 10-Q filed with the Commission on August 14, 1998. |
44
Exhibit | ||||
Number | Description | |||
10.20* | Collateral Assignment of Management Agreement and Subordination Agreement dated as of June 8, 1998 among Arden Realty Finance IV, L.L.C., a Delaware limited liability company (Borrower), Lehman Brothers Realty Corporation, a Delaware corporation, (Lender), and Arden Realty Limited Partnership, filed as an exhibit to Arden Realtys quarterly report on Form 10-Q filed with the Commission on August 14, 1998. | |||
10.21* | Security Agreement is entered into as of June 8, 1998 by and between Arden Realty Finance IV, L.L.C., a Delaware limited liability company (Debtor), and Lehman Brothers Realty Corporation, a Delaware corporation (Secured Party), filed as an exhibit to Arden Realtys quarterly report on Form 10-Q filed with the Commission on August 14, 1998. | |||
10.22* | Environmental Indemnity Agreement dated June 8, 1998 by Arden Realty Finance IV, L.L.C., a Delaware limited liability company (Indemnitor), in favor of Lehman Brothers Realty Corporation, a Delaware corporation (Lender), filed as an exhibit to Arden Realtys quarterly report on Form 10-Q filed with the Commission on August 14, 1998. | |||
10.23* | Letter agreement between Lehman Brothers Realty Corporation, Arden Realty Finance IV, L.L.C., Arden Realty and Arden Realty Limited Partnership, filed as an exhibit to Arden Realtys quarterly report on Form 10-Q filed with the Commission on August 14, 1998. | |||
10.24* | Amended and Restated Employment Agreement dated August 4, 1998, between Arden Realty and Mr. Herbert Porter, filed as an exhibit to Arden Realtys quarterly report on Form 10-Q/ A filed with the Commission on December 15, 1998. | |||
10.25* | Amended and Restated Employment Agreement dated January 1, 1999, between Arden Realty and Mr. Robert Peddicord, filed as a exhibit to Arden Realtys quarterly report on Form 10-Q filed with the Commission on August 8, 2000. | |||
10.26* | Miscellaneous Rights Agreement among Arden Realty, Arden Realty Limited Partnership, NAMIZ, Inc. and Mr. Ziman, filed as an exhibit to Arden Realtys registration statement on Form S-II (No. 333-8163). | |||
10.27* | Credit Facility documentation consisting of Second Amended and Restated Revolving Credit Agreement by and among Arden Realty Limited Partnership and a group of banks led by Wells Fargo Bank as filed as an exhibit to Arden Realtys quarterly report on Form 10-Q filed with the Commission on May 12, 2000. | |||
10.28* | Mortgage Financing documentation consisting of Loan Agreement by and between Arden Realtys special purpose financing subsidiary and Lehman Brothers Realty Corporation (the Loan Agreement includes the Mortgage Note, Deed of Trust, and form of Tenant Estoppel Certificate and Agreement as exhibits) as filed as an exhibit to Arden Realtys registration statement of Form S-11 (No. 333-30059). | |||
10.29* | Promissory Note, dated as of March 30, 1999, between Massachusetts Mutual Life Insurance Company and Arden Realty Finance V, L.L.C. filed as an exhibit to Arden Realtys current report Form 8-K filed with the Commission on April 20, 1999. | |||
10.30* | Deed of Trust and Security Agreement, dated as of March 30, 1999, with Arden Realty Finance V, L.L.C. as the Trustor and Massachusetts Mutual Life Insurance Company as the Beneficiary filed as an exhibit to Arden Realtys current report on Form 8-K filed with the Commission on April 20, 1999. | |||
10.31* | Assignment of Leases and Rents, dated as of March 30, 1999, between Massachusetts Mutual Life Insurance Company and Arden Realty Finance V, L.L.C. filed as an exhibit to Arden Realtys current report on Form 8-K filed with the Commission on April 20, 1999. | |||
10.32* | Subordination of Management Agreement, dated as of March 30, 1999, between Massachusetts Mutual Life Insurance Company and Arden Realty Finance V. L.L.C. filed as an exhibit to Arden Realtys current report on Form 8-K filed with the Commission on April 20, 1999. | |||
10.33* | Environmental Indemnification and Hold Harmless Agreement, dated as of March 30, 1999, between Massachusetts Mutual Life Insurance Company and Arden Realty Finance V, L.L.C. filed as an exhibit to Arden Realtys current report on Form 8-K filed with the Commission on April 20, 1999. |
45
Exhibit | ||||
Number | Description | |||
10.34* | Senior Unsecured Credit Agreement between Arden Realty Limited Partnership and Lehman Brothers Inc. dated July 27, 2000 filed as an exhibit to Arden Realtys quarterly report on Form 10-Q filed with the Commission on November 12, 2000. | |||
10.35* | Amended and Restated Employment Agreement dated May 27, 1999, between Arden Realty and Mr. Randy J. Noblitt as filed as an exhibit to Arden Realty Limited Partnerships registration statement on Form S-4 (No. 333-53376). | |||
10.36* | Amended and Restated Employment Agreement dated July 27, 2000, by and between Arden Realty and Mr. Richard S. Ziman as filed as an exhibit to Arden Realty Limited Partnerships registration statement on Form S-4 (No. 333-53376). | |||
10.37* | Amended and Restated Employment Agreement dated July 27, 2000, by and between Arden Realty and Mr. Victor J. Coleman as filed as an exhibit to Arden Realty Limited Partnerships registration statement on Form S-4 (No. 333-53376). | |||
10.38* | Amendment to the 1996 Stock Option and Incentive Plan of Arden Realty, Inc. and Arden Realty Limited Partnership as filed as an exhibit to Arden Realtys Schedule 14A filed with the Commission on April 25, 2000. | |||
12.1 | Statement regarding computation of ratios. | |||
21.1* | Subsidiaries of Arden Realty Limited Partnership as filed as an exhibit to Arden Realty Limited Partnerships registration statement on Form S-4 (No. 333-53376). | |||
23.1 | Consent of independent auditors. |
(*) | Incorporated by reference. |
() | Management contract or compensatory plan or arrangement required to be identified by Item 14(a)3. |
46
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on March 29, 2002.
ARDEN REALTY, INC. |
By: | /s/ RICHARD S. ZIMAN |
|
|
Richard S. Ziman | |
Chairman of the Board | |
and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name | Title | Date | ||
/s/ RICHARD S. ZIMAN Richard S. Ziman |
Chairman of the Board, Chief Executive Officer and Director | March 29, 2002 | ||
/s/ VICTOR J. COLEMAN Victor J. Coleman |
President, Chief Operating Officer and Director | March 29, 2002 | ||
/s/ ANDREW J. SOBEL Andrew J. Sobel |
Executive Vice President Strategic Planning and Operations | March 29, 2002 | ||
/s/ RICHARD S. DAVIS Richard S. Davis |
Senior Vice President, and Chief Financial Officer |
March 29, 2002 | ||
/s/ LARRY S. FLAX Larry S. Flax |
Director | March 29, 2002 | ||
/s/ CARL D. COVITZ Carl D. Covitz |
Director | March 29, 2002 | ||
/s/ PETER S. GOLD Peter S. Gold |
Director | March 29, 2002 | ||
/s/ STEVEN C. GOOD Steven C. Good |
Director | March 29, 2002 |
47
REPORT OF INDEPENDENT AUDITORS
Board of Directors and Stockholders
We have audited the accompanying consolidated balance sheets of Arden Realty, Inc. as of December 31, 2001 and 2000 and the related consolidated statements of operations, stockholders equity, and cash flows for each of the three years in the period ended December 31, 2001. These financial statements are the responsibility of the management of Arden Realty, Inc. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Arden Realty, Inc. at December 31, 2001 and 2000 and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States.
/s/ ERNST & YOUNG LLP |
Los Angeles, California
F-1
ARDEN REALTY, INC.
CONSOLIDATED BALANCE SHEETS
December 31, | ||||||||||
2001 | 2000 | |||||||||
Assets
|
||||||||||
Commercial properties:
|
||||||||||
Land
|
$ | 447,753 | $ | 466,426 | ||||||
Buildings and improvements
|
1,975,427 | 1,985,950 | ||||||||
Tenant improvements and leasing costs
|
251,201 | 225,620 | ||||||||
2,674,381 | 2,677,996 | |||||||||
Less: accumulated depreciation
|
(293,385 | ) | (227,463 | ) | ||||||
2,380,996 | 2,450,533 | |||||||||
Properties under development
|
133,012 | 93,384 | ||||||||
Properties held for disposition, net
|
108,972 | 59,649 | ||||||||
Net investment in real estate
|
2,622,980 | 2,603,566 | ||||||||
Cash and cash equivalents
|
37,041 | 5,432 | ||||||||
Restricted cash
|
18,768 | 19,367 | ||||||||
Rent and other receivables, net of allowance of
$3,770 and $1,705 at December 31, 2001 and 2000,
respectively
|
9,685 | 13,198 | ||||||||
Mortgage notes receivable, net of discount of
$1,096 and $1,555 at December 31, 2001 and 2000,
respectively
|
13,495 | 13,761 | ||||||||
Deferred rent
|
38,989 | 31,588 | ||||||||
Prepaid financing costs, expenses and other
assets, net of accumulated amortization of $8,774 and $5,456 at
December 31, 2001 and 2000, respectively
|
20,485 | 18,685 | ||||||||
Total assets
|
$ | 2,761,443 | $ | 2,705,597 | ||||||
Liabilities and Stockholders
Equity
|
||||||||||
Mortgage loans payable
|
$ | 573,452 | $ | 576,055 | ||||||
Unsecured lines of credit
|
180,350 | 253,350 | ||||||||
Unsecured senior notes, net of discount
|
497,681 | 348,364 | ||||||||
Accounts payable and accrued expenses
|
43,002 | 37,415 | ||||||||
Security deposits
|
19,683 | 19,470 | ||||||||
Dividends payable
|
31,408 | 29,596 | ||||||||
Total liabilities
|
1,345,576 | 1,264,250 | ||||||||
Minority interests
|
78,661 | 86,176 | ||||||||
Stockholders Equity
|
||||||||||
Preferred stock, $.01 par value, 20,000,000
shares authorized, none issued
|
| | ||||||||
Common stock, $.01 par value, 100,000,000 shares
authorized, 64,098,110 and 63,646,871 issued and outstanding,
respectively
|
641 | 637 | ||||||||
Additional paid-in capital
|
1,345,698 | 1,363,407 | ||||||||
Deferred compensation
|
(9,133 | ) | (8,873 | ) | ||||||
Total stockholders equity
|
1,337,206 | 1,355,171 | ||||||||
Total liabilities and stockholders equity
|
$ | 2,761,443 | $ | 2,705,597 | ||||||
See accompanying notes to financial statements.
F-2
ARDEN REALTY, INC.
CONSOLIDATED STATEMENTS OF INCOME
For the Years Ended | |||||||||||||
December 31, | |||||||||||||
2001 | 2000 | 1999 | |||||||||||
Revenue
|
$ | 418,525 | $ | 384,590 | $ | 337,853 | |||||||
Property operating expenses
|
122,576 | 110,917 | 101,284 | ||||||||||
295,949 | 273,673 | 236,569 | |||||||||||
General and administrative
|
12,143 | 9,336 | 7,393 | ||||||||||
Interest
|
84,195 | 78,406 | 60,239 | ||||||||||
Depreciation and amortization
|
101,819 | 87,267 | 69,837 | ||||||||||
Interest and other income
|
(2,941 | ) | (3,527 | ) | (2,822 | ) | |||||||
Income before gain and minority interest
|
100,733 | 102,191 | 101,922 | ||||||||||
Gain on sale of property
|
4,591 | 2,132 | | ||||||||||
Income before minority interest
|
105,324 | 104,323 | 101,922 | ||||||||||
Minority interest
|
(7,565 | ) | (7,613 | ) | (5,296 | ) | |||||||
Net income
|
$ | 97,759 | $ | 96,710 | $ | 96,626 | |||||||
Net income per common share:
|
|||||||||||||
Basic
|
$ | 1.53 | $ | 1.53 | $ | 1.53 | |||||||
Diluted
|
$ | 1.53 | $ | 1.52 | $ | 1.53 | |||||||
Weighted average number of common shares:
|
|||||||||||||
Basic
|
63,754 | 63,408 | 63,016 | ||||||||||
Diluted
|
64,014 | 63,598 | 63,072 | ||||||||||
See accompanying notes to financial statements.
F-3
ARDEN REALTY, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
Common Stock | Additional | Total | |||||||||||||||||||||||||||
Paid in | Retained | Deferred | Notes Receivable | Stockholders | |||||||||||||||||||||||||
Shares | Amount | Capital | Earnings | Compensation | From Officers | Equity | |||||||||||||||||||||||
Balance at January 1, 1999
|
62,407,737 | $ | 624 | $ | 1,374,813 | $ | | $ | | $ | (2,047 | ) | $ | 1,373,390 | |||||||||||||||
OP units converted
|
951,240 | 9 | 19,233 | | | | 19,242 | ||||||||||||||||||||||
Preferred partnership units issuance costs
|
| | (1,000 | ) | | | | (1,000 | ) | ||||||||||||||||||||
Interest on notes receivable from officers
|
| | | | | (120 | ) | (120 | ) | ||||||||||||||||||||
Net income
|
| | | 96,626 | | | 96,626 | ||||||||||||||||||||||
Dividends declared and payable
|
| | (15,754 | ) | (96,626 | ) | | | (112,380 | ) | |||||||||||||||||||
Balance at December 31, 1999
|
63,358,977 | 633 | 1,377,292 | | | (2,167 | ) | 1,375,758 | |||||||||||||||||||||
Surrender of restricted stock by officers
|
(85,106 | ) | | (1,920 | ) | | | | (1,920 | ) | |||||||||||||||||||
Notes and interest receivable from officers
|
| | | | | 2,167 | 2,167 | ||||||||||||||||||||||
Stock compensation
|
373,000 | 4 | 9,455 | | (9,459 | ) | | | |||||||||||||||||||||
Amortization of stock compensation
|
| | | | 586 | | 586 | ||||||||||||||||||||||
Preferred partnership units issuance costs
|
| | (119 | ) | | | | (119 | ) | ||||||||||||||||||||
Net income
|
| | | 96,710 | | | 96,710 | ||||||||||||||||||||||
Dividends declared and payable
|
| | (21,301 | ) | (96,710 | ) | | | (118,011 | ) | |||||||||||||||||||
Balance at December 31, 2000
|
63,646,871 | 637 | 1,363,407 | | (8,873 | ) | | 1,355,171 | |||||||||||||||||||||
OP units converted
|
335,573 | 3 | 6,583 | | | | 6,586 | ||||||||||||||||||||||
Stock options exercised
|
21,166 | | 463 | | | | 463 | ||||||||||||||||||||||
Stock compensation
|
94,500 | 1 | 2,532 | | (2,533 | ) | | | |||||||||||||||||||||
Amortization of stock compensation
|
| | | | 2,273 | | 2,273 | ||||||||||||||||||||||
Net income
|
| | | 97,759 | | | 97,759 | ||||||||||||||||||||||
Dividends declared and payable
|
| | (27,287 | ) | (97,759 | ) | | | (125,046 | ) | |||||||||||||||||||
Balance at December 31, 2001
|
64,098,110 | $ | 641 | $ | 1,345,698 | $ | | $ | (9,133 | ) | $ | | $ | 1,337,206 | |||||||||||||||
See accompanying notes to financial statements.
F-4
ARDEN REALTY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended | ||||||||||||||
December 31, | ||||||||||||||
2001 | 2000 | 1999 | ||||||||||||
Operating Activities:
|
||||||||||||||
Net income
|
$ | 97,759 | $ | 96,710 | $ | 96,626 | ||||||||
Adjustments to reconcile net income to net cash
provided by operating activities:
|
||||||||||||||
Minority interests
|
7,565 | 7,613 | 5,296 | |||||||||||
Depreciation and amortization
|
101,819 | 87,267 | 69,837 | |||||||||||
Amortization of loan costs and fees
|
3,568 | 3,568 | 2,868 | |||||||||||
Gain on sale of property
|
(4,591 | ) | (2,132 | ) | | |||||||||
Amortization of deferred compensation
|
1,938 | 586 | | |||||||||||
Changes in operating assets and liabilities:
|
||||||||||||||
Rent and other receivables
|
3,775 | (1,080 | ) | (2,279 | ) | |||||||||
Deferred rent
|
(7,401 | ) | (7,656 | ) | (6,928 | ) | ||||||||
Prepaid financing costs, expenses and other assets
|
(4,366 | ) | (7,480 | ) | (1,456 | ) | ||||||||
Accounts payable and accrued expenses
|
4,388 | 11,359 | 4,250 | |||||||||||
Security deposits
|
213 | 3,397 | 2,140 | |||||||||||
Net cash provided by operating activities
|
204,667 | 192,152 | 170,354 | |||||||||||
Investing Activities:
|
||||||||||||||
Acquisitions and improvements to commercial
properties
|
(161,785 | ) | (227,707 | ) | (283,574 | ) | ||||||||
Proceeds from sales of properties
|
45,931 | 11,683 | | |||||||||||
Net cash used in investing activities
|
(115,854 | ) | (216,024 | ) | (283,574 | ) | ||||||||
Financing Activities:
|
||||||||||||||
Proceeds from mortgage loans
|
| 45,052 | 310,038 | |||||||||||
Repayment of mortgage loans
|
(2,603 | ) | (209,804 | ) | (113,259 | ) | ||||||||
Proceeds from unsecured lines of credit
|
140,500 | 238,000 | 209,661 | |||||||||||
Repayments of unsecured lines of credit
|
(213,500 | ) | (273,500 | ) | (217,261 | ) | ||||||||
Proceeds from issuances of unsecured senior
notes, net of discount
|
149,064 | 348,364 | | |||||||||||
Decrease(Increase) in restricted cash
|
599 | (854 | ) | (6,104 | ) | |||||||||
Proceeds from issuance of common stock, net of
offering costs
|
463 | | | |||||||||||
Distributions to and contributions from minority
interests, net
|
(4,182 | ) | (3,968 | ) | (4,629 | ) | ||||||||
Distributions to preferred operating partnership
units holder
|
(4,312 | ) | (4,312 | ) | (1,354 | ) | ||||||||
Dividends paid
|
(123,233 | ) | (116,611 | ) | (110,394 | ) | ||||||||
Proceeds from issuance of preferred operating
partnership units
|
| | 50,000 | |||||||||||
Preferred operating partnership units issuance
cost
|
| (119 | ) | (1,000 | ) | |||||||||
Net cash (used in) provided by financing
activities
|
(57,204 | ) | 22,248 | 115,698 | ||||||||||
Net increase (decrease) in cash and cash
equivalents
|
31,609 | (1,624 | ) | 2,478 | ||||||||||
Cash and cash equivalents at beginning of period
|
5,432 | 7,056 | 4,578 | |||||||||||
Cash and cash equivalents at end of period
|
$ | 37,041 | $ | 5,432 | $ | 7,056 | ||||||||
Supplemental Disclosure of Cash Flow
Information:
|
||||||||||||||
Cash paid during the period for interest, net of
amount capitalized
|
$ | 83,809 | $ | 70,139 | $ | 58,365 | ||||||||
See accompanying notes to financial statements.
F-5
ARDEN REALTY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Business
Description of Business
The terms Arden Realty, us, we and our as used in these financial statements refer to Arden Realty, Inc. We are a self-administered and self-managed real estate investment trust, or REIT, that owns, manages, leases, develops, renovates and acquires commercial properties located in Southern California.
Organization and Formation of the Company
We were incorporated in Maryland in May 1996 and are the sole general partner of Arden Realty Limited Partnership, or the operating partnership. We conduct substantially all of our business through the operating partnership and certain other majority owned subsidiaries, which hold our interests in our real estate assets. Commencing with our taxable year ended December 31, 1996, we have operated and qualified as a REIT for federal income tax purposes.
As of December 31, 2001, our portfolio consisted of 133 primarily suburban office properties containing approximately 18.2 million net rentable square feet and two properties with approximately 566,000 net rentable square feet under development. As of December 31, 2001, our properties were 92.2% occupied.
2. Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements include the accounts of Arden Realty, the operating partnership, and our subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
The minority interests at December 31, 2001 and December 31, 2000 consisted of limited partnership interests in the operating partnership of approximately 2.8% and 3.3%, respectively, exclusive of ownership interests of our preferred units holders.
Risks and Uncertainties
The preparation of financial statements, in conformity with accounting principles generally accepted in the United States, requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Our properties are all located in Southern California. As a result of our geographic concentration, the operations of these properties could be affected by the economic conditions in this region.
Segment Information
We view our operations as principally one segment, namely the operation of commercial real estate located in Southern California, and the financial information disclosed herein represents all of the financial information related to this principal operating segment.
Commercial Properties
Our properties are stated at depreciated cost. When indicators of impairment exist, write-downs to estimated fair value would be recognized if a propertys estimated undiscounted future cash flows, before interest charges, are less than its book value. Properties held for disposition are carried at the lower of
F-6
Costs related to the acquisition, development, construction and improvement of properties are capitalized. Interest, real estate taxes, insurance and other development related costs incurred during construction periods are capitalized and depreciated on the same basis as the related assets.
Repair and maintenance costs are charged to expenses as incurred and significant replacements and betterments are capitalized. Repairs and maintenance costs include all costs that do not extend the useful life of a an asset or increase its operating efficiency. Significant replacements and betterments represent costs that extend an assets useful life or increase its operating efficiency.
Depreciation is calculated under the straight-line method using depreciable lives of ten to forty seven years for building and building improvements and five-year lives for furniture, fixtures and equipment. Amortization of tenant improvements is calculated using the straight-line method over the term of the related lease.
The carrying amount of all commercial properties is evaluated periodically to determine if adjustment to the useful life is warranted. During 2001, the useful lives of certain building and building improvements were adjusted to more accurately reflect their estimated usefulness. The effect of this change in estimate in 2001 was an increase to net income of approximately $10.1 million or $0.16 per common share. This change in estimate did not have an impact on our 2001 cash flows.
Costs associated with leasing properties are capitalized and amortized to expense on a straight-line basis over the related lease term.
Cash Equivalents
Cash equivalents consist of highly liquid investments with original maturities of three months or less when acquired.
Restricted Cash
Restricted cash at December 31, 2001 and 2000 primarily consists of $13.7 million and $13.9 million, respectively, in cash deposits as required by certain of our mortgage loans payable and $5.1 million and $5.5 million, respectively, in impound accounts for real estate taxes and insurance, as required by certain of our mortgage loans payable.
Prepaid Financing Costs
Costs associated with obtaining long-term financing are capitalized and amortized to interest expense over the term of the related loan.
Revenue Recognition
Minimum rent, including rental abatements and contractual fixed increases attributable to operating leases, is recognized on a straight-line basis over the term of the related lease. Amounts expected to be received in later years are included in deferred rents. Property operating expense reimbursements due from tenants for common area maintenance, real estate taxes and other recoverable costs are recognized in the period the related expenses are incurred.
Income Taxes
We generally will not be subject to federal income taxes as long as we continue to qualify as a REIT. A REIT will generally not be subject to federal income taxation on that portion of income that qualifies as REIT taxable income and to the extent that it distributes such taxable income to its stockholders and complies with certain requirements. As a REIT, we are allowed to reduce taxable income by all or a portion of distributions to stockholders and must distribute at least 90% of our taxable income to qualify as a REIT. As dividends have
F-7
During 2001, 2000 and 1999, we declared dividends of $1.96, $1.86 and 1.78 per share, respectively.
Fair Value of Financial Instruments
Our disclosures of estimated fair value of financial instruments at December 31, 2001 and 2000, respectively, were determined using available market information and appropriate valuation methodologies. Considerable judgment is necessary to interpret market data and develop estimated fair value. The use of different market assumptions or estimation methodologies may have a material effect on the estimated fair value amounts.
Our cash equivalents, mortgage notes receivable, unsecured lines of credit, accounts payable and other financial instruments are carried at amounts that reasonably approximate their fair value amounts.
The estimated fair value of our mortgage loans payable as unsecured senior notes is as follows (in thousands):
December 31, 2001 | December 31, 2000 | |||||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||||
Amount | Fair Value | Amount | Fair Value | |||||||||||||
Mortgage loans payable
|
$ | 573,452 | $ | 580,799 | $ | 576,055 | $ | 576,780 | ||||||||
Unsecured senior notes
|
$ | 497,681 | $ | 516,273 | $ | 348,364 | $ | 367,904 | ||||||||
The estimated fair value is based on interest rates available at each of the dates presented for issuance of debt with similar terms and remaining maturities. The estimated fair value amounts of our notes payable above are not necessarily indicative of the amounts that we could realize in a current market exchange.
New Accounting Standards
In June 1998, June 1999 and June 2000, respectively, the Financial Accounting Standards Board issued Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, Statement No. 137, Accounting for Derivative Instruments and Hedging Activities Deferral of the Effective Date of Statement No. 133, and Statement No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities an Amendment of Statement No. 133. These statements outline the accounting treatment for all derivative activity. We adopted on January 1, 2001 Statement No. 133 and its adoption did not have a significant effect on our consolidated results of operations or financial position.
In August 2001, the Financial Accounting Standards Board issued Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. This statement provides guidance in differentiating and accounting for assets held and used, held for sale and held for disposal other than by sale. We will adopt Statement No. 144 effective January 1, 2002 and do not expect its adoption to significantly impact our consolidated result of operations or financial position.
3. Commercial Properties
Acquisitions
We did not acquire any properties in 2001.
F-8
Dispositions
The following table sets forth information regarding our disposition activities during 2001.
Property | Sales Price | ||||||||||||||||||||||||
Property | County | Submarket | Date of Sale | Type | Square Feet | (in thousands) | |||||||||||||||||||
One Venture
|
Orange County | South County | May 1, 2001 | Office | 43,324 | $ | 8,200 | ||||||||||||||||||
Ontario Airport Commerce Center
|
San Bernardino | Ontario | May 1, 2001 | Industrial | 213,127 | 11,000 | |||||||||||||||||||
Rancho Plaza
|
Los Angeles | Simi/Conejo Valley | Sept. 28, 2001 | Office | 24,057 | 3,100 | |||||||||||||||||||
Hunter Business Center
|
Riverside | Inland Empire East | Sept. 28, 2001 | Office | 106,782 | 4,900 | |||||||||||||||||||
Thousand Oaks Plaza
|
Los Angeles | Simi/Conejo Valley | Nov. 21, 2001 | Office | 13,434 | 2,100 | |||||||||||||||||||
Temecula Portfolio(1)
|
San Bernardino | Temecula | Dec. 20, 2001 | Office/ Industrial |
172,200 | 18,500 | |||||||||||||||||||
Total
|
572,924 | $ | 47,800 | ||||||||||||||||||||||
(1) | Portfolio sold consists of three office properties (Tower Plaza I, Tower Plaza II and Tower Plaza III) and two industrial properties (Highlands I and Highlands II). |
Properties held for Disposition
As of December 31, 2001 properties held for disposition consist of eleven properties representing approximately 923,000 rentable square feet and at December 31, 2000 it consisted of nine properties containing approximately 551,000 rentable square feet and one land parcel. There were no properties held for disposition in 1999.
The table below summarizes the results of operations for these properties for the years ended December 31, 2001 and 2000 as follows (in thousands):
2001 | 2000 | ||||||||
Revenue
|
$ | 19,638 | $ | 8,509 | |||||
Property operating expenses
|
(6,361 | ) | (2,491 | ) | |||||
Net operating income
|
13,277 | 6,018 | |||||||
Depreciation and amortization
|
(699 | ) | (319 | ) | |||||
Interest
|
| (367 | ) | ||||||
$ | 12,578 | $ | 5,332 | ||||||
Due to market conditions beyond our control, it is difficult to predict the actual timing and amount of these asset sales. At the time any such sales proceeds are realized, we expect to redeploy such amounts into investments that we believe will generate higher long-term value, which may include development of office buildings, acquisitions or repurchase of our common stock.
Capitalized Interest
We capitalize interest and taxes related to buildings under construction and renovation to the extent those assets qualify for capitalization.
F-9
Total interest incurred and the amount capitalized for the years ended December 31, 2001, 2000, and 1999 were as follows (in thousands):
2001 | 2000 | 1999 | ||||||||||
Total interest incurred
|
$ | 93,290 | $ | 91,052 | $ | 69,826 | ||||||
Interest capitalized
|
(9,095 | ) | (12,646 | ) | (9,587 | ) | ||||||
Interest expensed
|
$ | 84,195 | $ | 78,406 | $ | 60,239 | ||||||
Future Minimum Lease Payments
Future minimum lease payments to be received under noncancelable operating leases existing as of December 31, 2001, are as follows (in thousands):
2002
|
$ | 317,399 | ||
2003
|
269,336 | |||
2004
|
211,827 | |||
2005
|
153,180 | |||
2006
|
103,714 | |||
Thereafter
|
288,714 |
The above future minimum lease payments do not include payments received for tenant reimbursements of specified operating expenses.
We lease the land underlying the office buildings or parking structures at six of our buildings. Ground lease expense, including amounts netted against parking revenues, was approximately $2.9 million, $2.3 million and $1.7 million for the years ended December 31, 2001, 2000 and 1999, respectively. Future minimum ground lease payments due under existing ground leases are as follows (in thousands):
2002
|
$ | 1,754 | ||
2003
|
1,754 | |||
2004
|
1,785 | |||
2005
|
1,815 | |||
2006
|
1,840 | |||
Thereafter
|
114,666 |
4. Mortgage Notes Receivable
In September 1997, we purchased two mortgage notes receivable, secured by a single commercial office property, with an aggregate balance of approximately $17.6 million, for approximately $14.4 million. The notes bear interest at the Eleventh District Cost of Funds (as defined) plus 3.25% per annum, require monthly payments of principal, interest, and additional net cash flow from the office property and mature on May 31, 2004. These notes had an effective interest rate of 10.02% at December 31, 2001 including the amortization of the purchase discount.
F-10
5. Mortgage Loans and Unsecured Indebtedness
A summary of mortgage loans payable, unsecured lines of credit and unsecured senior notes is as follows:
Number | |||||||||||||||||||||||||
of | |||||||||||||||||||||||||
Stated Annual | Properties | Maturity | |||||||||||||||||||||||
December 31, | December 31, | Interest Rate at | Rate | Securing | Month/ | ||||||||||||||||||||
Type of Debt | 2001 | 2000 | December 31, 2001 | Fixed/Floating | Loan | Year | |||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Mortgage Loans Payable:
|
|||||||||||||||||||||||||
Fixed Rate
|
|||||||||||||||||||||||||
Mortgage Financing I(1)
|
$ | 175,000 | $ | 175,000 | 7.52 | % | Fixed | 18 | 6/04 | ||||||||||||||||
Mortgage Financing III(2)
|
136,100 | 136,100 | 6.74 | % | Fixed | 22 | 4/08 | ||||||||||||||||||
Mortgage Financing IV(2)
|
111,200 | 111,200 | 6.61 | % | Fixed | 12 | 4/08 | ||||||||||||||||||
Mortgage Financing V(3)
|
110,253 | 112,212 | 6.94 | % | Fixed | 12 | 4/09 | ||||||||||||||||||
Mortgage Financing VI(3)
|
22,036 | 22,241 | 7.54 | % | Fixed | 3 | 4/09 | ||||||||||||||||||
Activity Business Center(3)
|
7,737 | 7,881 | 8.85 | % | Fixed | 1 | 5/06 | ||||||||||||||||||
145 South Fairfax(3)
|
3,987 | 4,021 | 8.93 | % | Fixed | 1 | 1/27 | ||||||||||||||||||
Marin Corporate Center(3)
|
2,966 | 3,071 | 9.00 | % | Fixed | 1 | 7/15 | ||||||||||||||||||
Conejo Business Center(3)
|
2,911 | 3,017 | 8.75 | % | Fixed | (Note 4 | ) | 7/15 | |||||||||||||||||
Conejo Business Center(3)
|
1,262 | 1,312 | 7.88 | % | Fixed | (Note 4 | ) | 7/15 | |||||||||||||||||
573,452 | 576,055 | ||||||||||||||||||||||||
Unsecured Lines of Credit:
|
|||||||||||||||||||||||||
Floating Rate
|
|||||||||||||||||||||||||
Wells Fargo(1)
|
105,350 | 172,350 | 3.09 | % | LIBOR + 1.15 | % | | 4/03 | |||||||||||||||||
(Note 5 | ) | ||||||||||||||||||||||||
Lehman Brothers(1) and (6)
|
75,000 | 75,000 | 3.35 | % | LIBOR + 1.30 | % | | 7/02 | |||||||||||||||||
City National Bank(1)
|
| 6,000 | | Prime Rate 0.875 | % | | 8/02 | ||||||||||||||||||
180,350 | 253,350 | ||||||||||||||||||||||||
Unsecured Senior Notes:
|
|||||||||||||||||||||||||
Fixed Rate
|
|||||||||||||||||||||||||
2005 Notes(7)
|
199,667 | 199,564 | 8.88 | % | Fixed | | 3/05 | ||||||||||||||||||
2010 Notes(7)
|
49,663 | 49,622 | 9.15 | % | Fixed | | 3/10 | ||||||||||||||||||
2010 Notes(7)
|
99,262 | 99,178 | 8.50 | % | Fixed | | 11/10 | ||||||||||||||||||
2007 Notes(7)
|
149,089 | | 7.00 | % | Fixed | | 11/07 | ||||||||||||||||||
497,681 | 348,364 | ||||||||||||||||||||||||
Total Debt
|
$ | 1,251,483 | $ | 1,177,769 | |||||||||||||||||||||
(1) | Requires monthly payments of interest only, with outstanding principal balance due upon maturity. |
(2) | Requires monthly payments of interest only for five years and monthly payments of principal and interest thereafter. |
(3) | Requires monthly payments of principal and interest. |
(4) | Both mortgage loans are secured by the Conejo Business Center property. |
(5) | This line of credit also has an annual 25 bp facility fee on the entire $275 million commitment amount. |
(6) | This line of credit has a one-year extension option. |
(7) | Requires semi-annual interest payments only, with principal balance due upon maturity. |
Unsecured Lines of Credit
We have an unsecured line of credit with a group of banks led by Wells Fargo. This line of credit provides for borrowing up to $275 million with an option to increase the amount to $325 million and bears interest at a rate ranging between LIBOR plus 1.15% and LIBOR plus 1.80% (including an annual facility fee ranging from .20% to .40% based on the aggregate amount of the facility), depending on our unsecured debt rating. In addition, as long as we maintain an unsecured debt rating of BBB-/Baa3 or better, the agreement contains a competitive bid option, whereby the lenders on this line of credit may bid on the interest rate to be charged for up to $137.5 million of the unsecured line of credit. Under certain circumstances, we also have the option to convert the interest rate on this line of credit to the greater of the Federal Funds rate plus 0.5% or Wells
F-11
This line of credit is subject to customary conditions to borrowing; contains representations, warranties and defaults customary in REIT financings; and contains financial covenants, including requirements for a minimum tangible net worth, maximum liabilities to asset values, and minimum interest, unsecured interest and fixed charge coverage ratios, all calculated as defined in the Wells Fargo line of credit documentation, and requirements to maintain a pool of unencumbered properties that meet certain defined characteristics and are approved by the group of banks led by Wells Fargo. This line of credit also contains restrictions on, among other things, indebtedness, investments, distributions, liens and mergers. Proceeds from this line of credit have been used to provide funds for tenant improvements and capital expenditures and to provide for working capital and other purposes.
We also have a $75 million unsecured line of credit with Lehman Brothers. Borrowings on this line of credit bear interest at a rate ranging between LIBOR plus 1.05% and LIBOR plus 1.70%, depending on our unsecured debt rating. We also have the option to convert the interest rate to the prime rate plus 0.5%. This line of credit matures in July 2002 with an option to extend the maturity date for one year. As of December 31, 2001, there was $75 million outstanding on this line of credit.
We also have an unsecured line of credit with a total commitment of $10 million from City National Bank. This line of credit accrues interest at the City National Bank Prime Rate less 0.875% and is scheduled to mature on August 1, 2002. Proceeds from this line of credit are used, among other things, to provide funds for tenant improvements and capital expenditures and provide for working capital and other corporate purposes. As of December 31, 2001, there was no outstanding balance on this line of credit and $10 million was available for additional borrowings.
Unsecured Senior Notes
On June 27, 2001, we and our operating partnership filed a Form S-3 shelf registration statement with the Securities and Exchange Commission, or SEC, providing for the issuance of up to $400 million of debt securities by the operating partnership and up to $257.2 million of our $.01 par value common stock or our $.01 par value preferred stock. The terms of these securities will be determined at the time of any debt or equity offering. This registration statement was declared effective by the SEC on July 24, 2001.
On November 9, 2001, our operating partnership completed a public offering of $150 million, 7.00% unsecured notes due 2007, from the shelf registration statement, with interest payable semi-annually on May 15 and November 15 of each year. The net proceeds from this offering were used to reduce the outstanding balance on our Wells Fargo unsecured line of credit.
Following is a summary of scheduled principal payments for our total debt outstanding as of December 31, 2001 (in thousands):
Year Ended | ||||
December 31, | Amount | |||
2002
|
$ | 77,578 | ||
2003
|
110,648 | |||
2004
|
182,062 | |||
2005
|
207,678 | |||
2006
|
15,063 | |||
Thereafter
|
658,454 | |||
$ | 1,251,483 | |||
F-12
6. Stockholders Equity
During 2001 and 2000, we issued a total of 94,500 and 373,000, respectively, in restricted stock awards to several key executive officers. The restriction on these restricted stock awards prohibits the sale or transfer of such shares. At the time of their issuance, these restricted stock awards began vesting equally on the anniversary date of the awards over four years for 100,000 shares and over five years for 367,500 shares. We recorded deferred compensation charges of approximately $2.5 million and $9.5 million during 2001 and 2000, respectively, based on the market value of these shares on the date of award in the accompanying consolidated statement of stockholders equity and began amortizing such charges on a straight-line basis over the restriction period for each award. In 2001 and 2000, we recorded approximately $1.9 million and $586,000, respectively, in non-cash compensation expense related to these restricted stock awards.
On September 7, 1999, our operating partnership completed a $50 million private placement of 8 5/8% Series B Cumulative Redeemable Preferred operating partnership units, or Preferred OP Units, to an institutional investor. The Preferred OP Units are callable by us after five years and are exchangeable after ten years by the holder into our 8 5/8% Series B Cumulative Redeemable Preferred Stock, on a one-for-one basis. The Preferred OP Units have no stated maturity or mandatory redemption and are subordinate to all debt. We used the net proceeds from this private placement to repay a portion of our lines of credit.
An operating partnership Unit, or OP Unit, and a share of common stock have essentially the same economic characteristics as they share equally in the total net income or loss and distributions of the operating partnership. An OP Unit may be redeemed for cash or, at our election, for shares of common stock on a one-for-one basis.
A dividend was declared on December 5, 2001 to stockholders of record on December 28, 2001 of $0.49 per common share, for the quarter ended December 31, 2001. This dividend was paid on January 23, 2002. Arden Realty declared dividends of $1.96 per common share for the year ended December 31, 2001.
7. Commitments and Contingencies
Capital Commitments
As of December 31, 2001, we had approximately $9.2 million outstanding in capital commitments related to tenant improvements, renovation costs and general property-related capital expenditures.
Litigation
We are presently subject to various lawsuits, claims and proceedings of a nature considered normal to our ordinary course of business. We expect most of these legal proceedings to be covered by our liability insurance. The most significant of these contingencies not covered by insurance is described below.
In December 2001, the owner of the entertainment center at our Howard Hughes Center project asserted a claim against us for indemnification arising out of a Los Angeles Superior Court judgment against them, which invalidated a transfer of in-lieu credits that Arden Realty made in August of 1999 as part of our sale of the land for the entertainment center. The value of these in-lieu credits was approximately $6.0 million and were transferred to satisfy certain Transportation Impact Assessment fees related to the entertainment center. The owner of the entertainment center is currently appealing the judgment.
Based on our review of the current facts and circumstances and advice of our outside counsel, we are not able to express an opinion as to the ultimate outcome of this matter. However, we do not believe that the resolution of this matter or any of our ongoing legal proceedings will have a material adverse effect on our consolidated results of operations, cash flow or financial position.
Concentration of Credit Risk
We maintain our cash and cash equivalents at financial institutions. The combined account balances at each institution periodically exceed FDIC insurance coverage, and as a result, there is a concentration of
F-13
We generally do not require collateral or other security from our tenants, other than security deposits.
8. Related Party Transactions
Promissory Notes Receivable from Officers
On July 19, 2001 and September 28, 2001, four officers executed promissory notes totaling approximately $416,000 primarily for the purpose of meeting payroll taxes due upon the vesting of stock grants. These notes mature between July 19, 2006 and September 28, 2011 and bear interest at an annual rate of between 5.75% and 6.00%. These loans are personally guaranteed by the respective officers and are included as part of other receivables in our balance sheet at December 31, 2001. See footnote 13.
9. Revenue from Rental Operations and Property Operating Expenses
Revenue from rental operations and property operating expenses for the years ended December 31, 2001, 2000 and 1999 are summarized as follows (in thousands):
2001 | 2000 | 1999 | |||||||||||
Revenue From Rental Operations:
|
|||||||||||||
Scheduled Rents
|
$ | 346,414 | $ | 320,383 | $ | 285,008 | |||||||
Straight-line Rents
|
9,208 | 8,077 | 7,680 | ||||||||||
Tenant reimbursements
|
22,732 | 16,371 | 13,863 | ||||||||||
Parking, net of expenses
|
22,025 | 18,348 | 14,384 | ||||||||||
Other rental operations
|
18,146 | 21,411 | 16,918 | ||||||||||
418,525 | 384,590 | 337,853 | |||||||||||
Property Operating Expenses:
|
|||||||||||||
Repairs and maintenance
|
36,715 | 35,390 | 32,902 | ||||||||||
Utilities
|
33,894 | 29,872 | 28,305 | ||||||||||
Real estate taxes
|
29,404 | 26,808 | 23,167 | ||||||||||
Insurance
|
5,727 | 4,203 | 3,993 | ||||||||||
Ground rent
|
1,885 | 1,214 | 891 | ||||||||||
Administrative
|
14,951 | 13,430 | 12,026 | ||||||||||
122,576 | 110,917 | 101,284 | |||||||||||
$ | 295,949 | $ | 273,673 | $ | 236,569 | ||||||||
10. Earnings Per Share
The following table sets forth the computation of basic and diluted net income per share for the years ended December 31, 2001, 2000 and 1999 (in thousands, except per share amounts):
2001 | 2000 | 1999 | ||||||||||
Net income | $ | 97,759 | $ | 96,710 | $ | 96,626 | ||||||
Weighted average shares basic
|
63,754 | 63,408 | 63,016 | |||||||||
Weighted average dilutive stock options
|
260 | 190 | 56 | |||||||||
Weighted average shares diluted
|
64,014 | 63,598 | 63,072 | |||||||||
Basic net income per share
|
$ | 1.53 | $ | 1.53 | $ | 1.53 | ||||||
Diluted net income per share
|
$ | 1.53 | $ | 1.52 | $ | 1.53 | ||||||
F-14
11. Stock Option Plan
We have elected to follow Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25) and related interpretations in accounting for our employee and directors stock options because, as discussed below, the alternative fair value accounting provided for under FASB Statement No. 123, Accounting for Stock-Based Compensation (Statement 123) requires use of option valuation models that were not developed for use in valuing employee stock options. Under APB 25, because the exercise price of employee and director stock options we granted equals the market price of the underlying stock on the date of grant, no compensation expense is recognized.
We established a stock option plan for the purpose of attracting and retaining executive officers, directors and other key employees. As of December 31, 2001, 6,500,000 of our authorized shares of common stock have been reserved for issuance under that plan.
All holders of the above options have a ten-year period to exercise such options and all options were granted at exercise prices equal to the market prices at the date of the grant.
Pro forma information regarding net income and earnings per share is required by Statement 123, and has been determined as if we had accounted for its employee stock options under the fair value method of that Statement. The fair value for these options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions for 2001, 2000 and 1999, respectively: risk-free interest rate of 4.39%, 6.13% and 6.67%, dividend yield of 7.60%, 7.75% and 5.79% and a volatility factor of the expected market price of our common stock of .191, .198 and .245. The weighted average expected life of the options ranges between seven and 10 years.
The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting restriction and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because our employee and director stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in managements opinion, the existing models do not necessarily provide a reliable single measure of the fair value of our employee and director stock options.
For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options vesting periods. Our pro forma information for the years ended December 31, 2001, 2000 and 1999 follows (in thousands, except earnings per share information):
2001 | 2000 | 1999 | ||||||||||
Pro forma net income
|
$ | 95,660 | $ | 92,266 | $ | 92,490 | ||||||
Pro forma net income per share
|
$ | 1.49 | $ | 1.45 | $ | 1.46 | ||||||
F-15
A summary of Arden Realtys stock option activity, and related information for the years ended December 31, 2001, 2000 and 1999 follows:
2001 | 2000 | 1999 | ||||||||||||||||||||||
Weighted- | Weighted- | Weighted- | ||||||||||||||||||||||
Average | Average | Average | ||||||||||||||||||||||
Options | Exercise | Options | Exercise | Options | Exercise | |||||||||||||||||||
(000s) | Price | (000s) | Price | (000s) | Price | |||||||||||||||||||
Outstanding, beginning of period
|
4,083 | $ | 24.40 | 3,599 | $ | 23.98 | 2,899 | $ | 24.99 | |||||||||||||||
Granted
|
381 | 26.80 | 1,367 | 25.05 | 710 | 19.27 | ||||||||||||||||||
Exercised
|
(21 | ) | 21.89 | (373 | ) | 25.17 | | | ||||||||||||||||
Forfeited
|
(32 | ) | 24.43 | (510 | ) | 25.38 | (10 | ) | 25.94 | |||||||||||||||
Outstanding at end of year
|
4,411 | $ | 24.53 | 4,083 | $ | 24.40 | 3,599 | $ | 23.98 | |||||||||||||||
Exercisable at end of the period
|
3,353 | $ | 24.61 | 2,529 | $ | 24.89 | 1,617 | $ | 24.67 | |||||||||||||||
Weighted-average fair value of options granted
|
$ | 1.49 | $ | 2.13 | $ | 3.35 | ||||||||||||||||||
Exercise prices for options outstanding as of December 31, 2001 ranged from $19.13 to $32.25. The weighted average remaining contractual life of those options is 5.5 years.
12. Employee Retirement Savings Plan
Effective June 12, 1997, we adopted a retirement savings plan pursuant to Section 401(k) of the Internal Revenue Code whereby participants may contribute a portion of their compensation to their respective retirement accounts in an amount not to exceed the maximum allowed under the Internal Revenue Code. The plan provides for matching contributions by us, which amounted to approximately $803,000 in 2001, $517,000 in 2000 and $385,000 in 1999. Plan participants are immediately vested in their contributions and are vested equally over four years in matching contributions by us.
13. Subsequent Event Unaudited
In February 2002, two of the officers with promissory notes made in 2001 totaling approximately $125,000 described in Footnote 8 above repaid their notes in full, including accrued interest.
In March 2002, Mr. Andrew Sobel, our Executive Vice President Strategic Planning and Operations replaced a note payable to us in the amount of $194,936 with an annual interest rate of 6.56% due on February 18, 2002 with a new note for the same principal amount, bearing annual interest at LIBOR +1.10% and maturing on February 18, 2007.
Dividend Declaration
On March 14, 2002, we declared a first quarter dividend of $0.505 per share to stockholders of record on March 29, 2002.
F-16
14. Quarterly Results
Following is a quarterly summary of our revenue and expenses for the years ended December 31, 2001, 2000 and 1999. Revenue and expenses may fluctuate significantly from quarter to quarter due to our development, renovation, acquisition and sales activity (unaudited).
For the Quarter Ended (in thousands, except share amounts) | |||||||||||||||||
March 31, 2001 | June 30, 2001 | September 30, 2001 | December 31, 2001 | ||||||||||||||
Revenue
|
$ | 103,121 | $ | 102,980 | $ | 105,831 | $ | 106,593 | |||||||||
Property operating expenses
|
(29,842 | ) | (29,274 | ) | (32,016 | ) | (31,444 | ) | |||||||||
General and administrative
|
(2,866 | ) | (2,716 | ) | (2,505 | ) | (4,056 | ) | |||||||||
Interest expense
|
(21,158 | ) | (21,081 | ) | (20,819 | ) | (21,137 | ) | |||||||||
Depreciation and amortization
|
(24,146 | ) | (24,176 | ) | (25,854 | ) | (27,643 | ) | |||||||||
Interest and other income
|
861 | 764 | 706 | 610 | |||||||||||||
Gain on sale of properties
|
| 3,551 | 24 | 1,016 | |||||||||||||
Minority interests
|
(1,897 | ) | (2,031 | ) | (1,878 | ) | (1,759 | ) | |||||||||
Net Income
|
$ | 24,073 | $ | 28,017 | $ | 23,489 | $ | 22,180 | |||||||||
Net income per share:
|
|||||||||||||||||
Basic
|
$ | 0.38 | $ | 0.44 | $ | 0.37 | $ | 0.35 | |||||||||
Diluted
|
$ | 0.38 | $ | 0.44 | $ | 0.37 | $ | 0.35 | |||||||||
For the Quarter Ended (in thousands, except share amounts) | |||||||||||||||||
March 31, 2000 | June 30, 2000 | September 30, 2000 | December 31, 2000 | ||||||||||||||
Revenue
|
$ | 89,678 | $ | 92,856 | $ | 99,031 | $ | 103,025 | |||||||||
Property operating expenses
|
(25,347 | ) | (26,721 | ) | (29,516 | ) | (29,333 | ) | |||||||||
General and administrative
|
(1,821 | ) | (1,838 | ) | (2,297 | ) | (3,380 | ) | |||||||||
Interest expense
|
(17,852 | ) | (18,770 | ) | (20,345 | ) | (21,439 | ) | |||||||||
Depreciation and amortization
|
(20,147 | ) | (21,277 | ) | (22,528 | ) | (23,315 | ) | |||||||||
Interest and other income
|
855 | 770 | 948 | 954 | |||||||||||||
Gain on sale of property
|
| | | 2,132 | |||||||||||||
Minority interest
|
(1,875 | ) | (1,822 | ) | (1,921 | ) | (1,995 | ) | |||||||||
Net income
|
$ | 23,491 | $ | 23,198 | $ | 23,372 | $ | 26,649 | |||||||||
Net income per share:
|
|||||||||||||||||
Basic
|
$ | 0.37 | $ | 0.37 | $ | 0.37 | $ | 0.42 | |||||||||
Diluted
|
$ | 0.37 | $ | 0.37 | $ | 0.37 | $ | 0.42 | |||||||||
For the Quarter Ended (in thousands, except share amounts) | |||||||||||||||||
March 31, 1999 | June 30, 1999 | September 30, 1999 | December 31, 1999 | ||||||||||||||
Revenue
|
$ | 79,336 | $ | 82,712 | $ | 86,723 | $ | 89,082 | |||||||||
Property operating expenses
|
(23,510 | ) | (24,444 | ) | (26,744 | ) | (26,586 | ) | |||||||||
General and administrative
|
(1,496 | ) | (1,687 | ) | (1,832 | ) | (2,378 | ) | |||||||||
Interest expense
|
(13,183 | ) | (14,455 | ) | (16,047 | ) | (16,554 | ) | |||||||||
Depreciation and amortization
|
(16,215 | ) | (17,173 | ) | (17,810 | ) | (18,639 | ) | |||||||||
Interest and other income
|
670 | 671 | 751 | 730 | |||||||||||||
Minority interests
|
(1,211 | ) | (971 | ) | (1,120 | ) | (1,994 | ) | |||||||||
Net Income
|
$ | 24,391 | $ | 24,653 | $ | 23,921 | $ | 23,661 | |||||||||
Net income per share:
|
|||||||||||||||||
Basic
|
$ | .39 | $ | .39 | $ | .38 | $ | .37 | |||||||||
Diluted
|
$ | .39 | $ | .39 | $ | .38 | $ | .37 | |||||||||
F-17
15. Schedule of Commercial Properties and Accumulated Depreciation
Initial Costs | Basis Step Up | |||||||||||||||||||||||
Buildings | Buildings | Costs Capitalized | ||||||||||||||||||||||
Square | and | and | Subsequent to | |||||||||||||||||||||
Footage | Land | Improvements | Land | Improvements | Acquisition(2) | |||||||||||||||||||
Century Park Center
|
243,404 | $ | 7,189 | $ | 16,742 | $ | | $ | | $ | 10,376 | |||||||||||||
Beverly Atrium
|
59,650 | 4,127 | 11,513 | 117 | 328 | 3,055 | ||||||||||||||||||
Woodland Hills
|
224,955 | 6,566 | 14,754 | 365 | 880 | 7,022 | ||||||||||||||||||
Anaheim City Centre
|
175,391 | 515 | 11,199 | 94 | 2,075 | 4,850 | ||||||||||||||||||
425 West Broadway
|
71,589 | 1,500 | 4,436 | 305 | 918 | 2,730 | ||||||||||||||||||
1950 Sawtelle
|
103,106 | 1,988 | 7,263 | | | 2,199 | ||||||||||||||||||
Bristol Plaza
|
84,014 | 1,820 | 3,380 | 257 | 485 | 2,692 | ||||||||||||||||||
16000 Ventura
|
174,841 | 1,700 | 17,189 | 185 | 1,929 | 4,622 | ||||||||||||||||||
5000 East Spring
|
163,358 | | 11,658 | | 424 | 3,296 | ||||||||||||||||||
70 South Lake
|
100,133 | 1,360 | 9,097 | | | 2,893 | ||||||||||||||||||
Westwood Terrace
|
135,943 | 2,103 | 16,850 | | | 2,746 | ||||||||||||||||||
Westlake 5601 Lindero
|
105,830 | 2,576 | 6,067 | | | 2,699 | ||||||||||||||||||
6100 Wilshire
|
202,704 | 1,200 | 19,902 | | | 4,980 | ||||||||||||||||||
Calabasas Commerce Center
|
126,771 | 1,262 | 9,725 | | | 2,182 | ||||||||||||||||||
Long Beach Airport DF&G
|
272,013 | | 14,452 | | | 501 | ||||||||||||||||||
Skyview Center
|
391,675 | 6,514 | 33,701 | | | 5,906 | ||||||||||||||||||
400 Corporate Pointe
|
164,598 | 3,382 | 17,527 | 75 | 390 | 3,591 | ||||||||||||||||||
5832 Bolsa
|
49,355 | 690 | 3,526 | 15 | 80 | 1,616 | ||||||||||||||||||
9665 Wilshire
|
158,684 | 6,697 | 22,230 | 139 | 473 | 8,468 | ||||||||||||||||||
701 B. Street
|
540,413 | 3,722 | 35,184 | 64 | 625 | 13,137 | ||||||||||||||||||
100 Broadway
|
191,727 | 4,570 | 15,255 | | | 2,017 | ||||||||||||||||||
Norwalk
|
122,175 | 4,508 | 5,532 | | | 4,302 | ||||||||||||||||||
303 Glenoaks
|
175,289 | 6,500 | 18,132 | | | 3,568 | ||||||||||||||||||
10351 Santa Monica
|
96,251 | 3,080 | 7,906 | | | 1,386 | ||||||||||||||||||
2730 Wilshire
|
55,080 | 3,515 | 5,944 | | | 1,772 |
[Additional columns below]
[Continued from above table, first column(s) repeated]
Total Costs | ||||||||||||||||||||||||
Buildings | ||||||||||||||||||||||||
and | Accumulated | Year Built/ | ||||||||||||||||||||||
Land | Improvements | Total | Depreciation(1) | Encumbrances | Renovated | |||||||||||||||||||
Century Park Center
|
$ | 7,189 | $ | 27,118 | $ | 34,307 | $ | 6,320 | $ | | 1972 | |||||||||||||
Beverly Atrium
|
4,244 | 14,896 | 19,140 | 3,489 | 5,268 | (3) | 1989 | |||||||||||||||||
Woodland Hills
|
6,931 | 22,656 | 29,587 | 5,750 | 14,564 | (3) | 1972/95 | |||||||||||||||||
Anaheim City Centre
|
609 | 18,124 | 18,733 | 4,569 | 8,914 | (3) | 1986 | |||||||||||||||||
425 West Broadway
|
1,805 | 8,084 | 9,889 | 1,611 | 4,734 | (3) | 1984 | |||||||||||||||||
1950 Sawtelle
|
1,988 | 9,462 | 11,450 | 2,163 | 6,855 | (3) | 1988/95 | |||||||||||||||||
Bristol Plaza
|
2,077 | 6,557 | 8,634 | 1,699 | 4,082 | (3) | 1982 | |||||||||||||||||
16000 Ventura
|
1,885 | 23,740 | 25,625 | 4,824 | 11,634 | (3) | 1980/96 | |||||||||||||||||
5000 East Spring
|
| 15,378 | 15,378 | 3,311 | | 1989/95 | ||||||||||||||||||
70 South Lake
|
1,360 | 11,990 | 13,350 | 2,228 | 6,677 | (3) | 1982/94 | |||||||||||||||||
Westwood Terrace
|
2,103 | 19,596 | 21,699 | 3,687 | | 1988 | ||||||||||||||||||
Westlake 5601 Lindero
|
2,576 | 8,766 | 11,342 | 1,981 | 6,225 | (3) | 1989 | |||||||||||||||||
6100 Wilshire
|
1,200 | 24,882 | 26,082 | 4,910 | 11,566 | (3) | 1986 | |||||||||||||||||
Calabasas Commerce Center
|
1,262 | 11,907 | 13,169 | 2,442 | 8,103 | (3) | 1990 | |||||||||||||||||
Long Beach Airport DF&G
|
| 14,953 | 14,953 | 2,331 | | 1987/95 | ||||||||||||||||||
Skyview Center
|
6,514 | 39,607 | 46,121 | 7,502 | 27,604 | (3) | 1981/87/95 | |||||||||||||||||
400 Corporate Pointe
|
3,457 | 21,508 | 24,965 | 3,751 | 15,583 | (3) | 1987 | |||||||||||||||||
5832 Bolsa
|
705 | 5,222 | 5,927 | 843 | 2,675 | (3) | 1985 | |||||||||||||||||
9665 Wilshire
|
6,836 | 31,171 | 38,007 | 5,371 | | 1972/92/93 | ||||||||||||||||||
701 B. Street
|
3,786 | 48,946 | 52,732 | 10,267 | | 1982/96 | ||||||||||||||||||
100 Broadway
|
4,570 | 17,272 | 21,842 | 2,979 | 15,120 | (3) | 1987/96 | |||||||||||||||||
Norwalk
|
4,508 | 9,834 | 14,342 | 1,626 | 7,186 | (3) | 1978 | |||||||||||||||||
303 Glenoaks
|
6,500 | 21,700 | 28,200 | 3,231 | 13,104 | (3) | 1983/96 | |||||||||||||||||
10351 Santa Monica
|
3,080 | 9,292 | 12,372 | 1,359 | 5,541 | (3) | 1984 | |||||||||||||||||
2730 Wilshire
|
3,515 | 7,716 | 11,231 | 1,276 | 4,770 | (3) | 1985 |
F-18
Initial Costs | Basis Step Up | |||||||||||||||||||||||
Buildings | Buildings | Costs Capitalized | ||||||||||||||||||||||
Square | and | and | Subsequent to | |||||||||||||||||||||
Footage | Land | Improvements | Land | Improvements | Acquisition(2) | |||||||||||||||||||
Grand Avenue Plaza
|
81,448 | 620 | 2,832 | | | 4,512 | ||||||||||||||||||
Burbank Executive Plaza
|
60,395 | 1,100 | 4,384 | | | 2,219 | ||||||||||||||||||
California Federal Building
|
81,243 | 1,500 | 5,981 | | | 1,710 | ||||||||||||||||||
Center Promenade
|
174,837 | 2,310 | 9,266 | | | 3,338 | ||||||||||||||||||
Los Angeles Corporate Center
|
389,293 | 26,781 | 15,139 | | | 11,250 | ||||||||||||||||||
5200 West Century
|
310,910 | 2,080 | 9,360 | | | 20,923 | ||||||||||||||||||
15250 Ventura
|
110,641 | 2,560 | 10,257 | | | 3,413 | ||||||||||||||||||
10350 Santa Monica
|
42,292 | 861 | 3,456 | | | 792 | ||||||||||||||||||
535 N. Brand Blvd
|
109,187 | 1,600 | 8,427 | | | 12,793 | ||||||||||||||||||
10780 Santa Monica
|
92,486 | 2,625 | 7,997 | | | 1,680 | ||||||||||||||||||
California Twin Center
|
155,189 | 4,680 | 14,877 | | | 2,747 | ||||||||||||||||||
Whittier
|
135,415 | 3,575 | 10,798 | | | 2,006 | ||||||||||||||||||
6800 Owensmouth
|
80,014 | 1,725 | 5,851 | | | 1,195 | ||||||||||||||||||
Clarendon Crest
|
43,063 | 1,300 | 3,951 | | | 325 | ||||||||||||||||||
Noble Professional Center
|
51,828 | 1,657 | 5,096 | | | 987 | ||||||||||||||||||
South Bay Centre
|
202,830 | 4,775 | 14,365 | | | 4,167 | ||||||||||||||||||
8383 Wilshire
|
417,463 | 13,570 | 45,505 | | | 10,148 | ||||||||||||||||||
Parkway Center I
|
61,333 | 1,480 | 5,941 | | | 985 | ||||||||||||||||||
Centerpointe La Palma
|
597,550 | 16,011 | 64,400 | | | 6,122 | ||||||||||||||||||
299 N. Euclid
|
73,522 | 1,050 | 6,110 | | | 5,522 | ||||||||||||||||||
2800 28th Street
|
103,506 | 2,937 | 9,063 | | | 2,639 | ||||||||||||||||||
Harbor Corporate Center
|
63,925 | 870 | 3,538 | | | 875 | ||||||||||||||||||
1000 Town Center
|
107,656 | 2,800 | 11,260 | | | 977 | ||||||||||||||||||
Mariner Court
|
105,436 | 2,350 | 9,461 | | | 1,847 | ||||||||||||||||||
Pacific Gateway II
|
223,731 | 6,287 | 19,191 | | | 6,091 | ||||||||||||||||||
1821 Dyer
|
115,061 | 1,808 | 5,474 | | | 4,190 |
[Additional columns below]
[Continued from above table, first column(s) repeated]
Total Costs | ||||||||||||||||||||||||
Buildings | ||||||||||||||||||||||||
and | Accumulated | Year Built/ | ||||||||||||||||||||||
Land | Improvements | Total | Depreciation(1) | Encumbrances | Renovated | |||||||||||||||||||
Grand Avenue Plaza
|
620 | 7,344 | 7,964 | 2,020 | 5,864 | (3) | 1980 | |||||||||||||||||
Burbank Executive Plaza
|
1,100 | 6,603 | 7,703 | 2,009 | 4,188 | (3) | 1978/83 | |||||||||||||||||
California Federal Building
|
1,500 | 7,691 | 9,191 | 544 | 4,188 | (3) | 1978/83 | |||||||||||||||||
Center Promenade
|
2,310 | 12,604 | 14,914 | 2,039 | | 1982 | ||||||||||||||||||
Los Angeles Corporate Center
|
26,781 | 26,389 | 53,170 | 4,856 | 21,043 | (3) | 1986 | |||||||||||||||||
5200 West Century
|
2,080 | 30,283 | 32,363 | 4,789 | | 1982 | ||||||||||||||||||
15250 Ventura
|
2,560 | 13,670 | 16,230 | 2,171 | | 1970/90-91 | ||||||||||||||||||
10350 Santa Monica
|
861 | 4,248 | 5,109 | 656 | 2,280 | (3) | 1979 | |||||||||||||||||
535 N. Brand Blvd
|
1,600 | 21,220 | 22,820 | 2,391 | | 1973/92/2000 | ||||||||||||||||||
10780 Santa Monica
|
2,625 | 9,677 | 12,302 | 1,637 | | 1984 | ||||||||||||||||||
California Twin Center
|
4,680 | 17,624 | 22,304 | 2,723 | | 1983 | ||||||||||||||||||
Whittier
|
3,575 | 12,804 | 16,379 | 1,982 | | 1967/82 | ||||||||||||||||||
6800 Owensmouth
|
1,725 | 7,046 | 8,771 | 905 | | 1986 | ||||||||||||||||||
Clarendon Crest
|
1,300 | 4,276 | 5,576 | 577 | 3,210 | (3) | 1990 | |||||||||||||||||
Noble Professional Center
|
1,657 | 6,083 | 7,740 | 924 | 3,580 | (3) | 1985/93 | |||||||||||||||||
South Bay Centre
|
4,775 | 18,532 | 23,307 | 2,576 | 13,230 | (3) | 1984 | |||||||||||||||||
8383 Wilshire
|
13,570 | 55,653 | 69,223 | 8,463 | | 1971/93 | ||||||||||||||||||
Parkway Center I
|
1,480 | 6,926 | 8,406 | 1,009 | 5,029 | (3) | 1992/95 | |||||||||||||||||
Centerpointe La Palma
|
16,011 | 70,522 | 86,533 | 9,966 | 33,831 | (3) | 1986/88/90 | |||||||||||||||||
299 N. Euclid
|
1,050 | 11,632 | 12,682 | 1,879 | | 1983 | ||||||||||||||||||
2800 28th Street
|
2,937 | 11,702 | 14,639 | 1,787 | | 1979 | ||||||||||||||||||
Harbor Corporate Center
|
870 | 4,413 | 5,283 | 603 | | 1985 | ||||||||||||||||||
1000 Town Center
|
2,800 | 12,237 | 15,037 | 1,544 | | 1989 | ||||||||||||||||||
Mariner Court
|
2,350 | 11,308 | 13,658 | 1,711 | 7,095 | (3) | 1989 | |||||||||||||||||
Pacific Gateway II
|
6,287 | 25,282 | 31,569 | 3,869 | | 1982/90 | ||||||||||||||||||
1821 Dyer
|
1,808 | 9,664 | 11,472 | 967 | | 1980/88 |
F-19
Initial Costs | Basis Step Up | |||||||||||||||||||||||
Buildings | Buildings | Costs Capitalized | ||||||||||||||||||||||
Square | and | and | Subsequent to | |||||||||||||||||||||
Footage | Land | Improvements | Land | Improvements | Acquisition(2) | |||||||||||||||||||
Crown Cabot Financial
|
172,900 | 7,056 | 21,360 | | | 7,753 | ||||||||||||||||||
120 South Spalding
|
60,656 | 2,775 | 8,544 | | | 6,014 | ||||||||||||||||||
South Bay Tech
|
104,815 | 1,600 | 4,782 | | | 1,552 | ||||||||||||||||||
1370 Valley Vista
|
84,081 | 2,698 | 8,141 | | | 1,450 | ||||||||||||||||||
Renaissance Court
|
61,245 | 1,580 | 5,477 | | | 1,307 | ||||||||||||||||||
Foremost Professional Plaza
|
60,534 | 2,049 | 6,196 | | | 844 | ||||||||||||||||||
Northpoint
|
104,235 | 1,800 | 20,272 | | | 1,545 | ||||||||||||||||||
Pennsfield Plaza
|
21,202 | 800 | 2,383 | | | 422 | ||||||||||||||||||
Conejo Business Center
|
69,017 | 2,489 | 7,359 | | | 986 | ||||||||||||||||||
Marin Corporate Center
|
51,360 | 1,956 | 5,915 | | | 713 | ||||||||||||||||||
145 South Fairfax
|
53,994 | 1,825 | 5,551 | | | 1,338 | ||||||||||||||||||
Bernardo Regency
|
47,916 | 1,625 | 4,937 | | | 919 | ||||||||||||||||||
City Centre
|
302,519 | 8,250 | 24,951 | | | 3,800 | ||||||||||||||||||
Wilshire Pacific Plaza
|
100,122 | 3,750 | 11,317 | | | 3,477 | ||||||||||||||||||
Glendale Corporate Center
|
108,209 | 2,750 | 12,734 | | | 1,640 | ||||||||||||||||||
World Savings Center
|
469,115 | | 110,382 | | | 12,664 | ||||||||||||||||||
Beverly Sunset Medical Plaza
|
139,711 | 7,180 | 21,666 | | | 7,385 | ||||||||||||||||||
Sunset Point Plaza
|
58,105 | 2,075 | 6,362 | | | 952 | ||||||||||||||||||
Activity Business Center
|
167,045 | 3,650 | 11,303 | | | 1,218 | ||||||||||||||||||
Westlake Gardens I
|
49,639 | 1,831 | 5,550 | | | 2,123 | ||||||||||||||||||
9100 Wilshire Boulevard
|
326,227 | 16,250 | 48,950 | | | 7,913 | ||||||||||||||||||
Westwood Center
|
313,000 | 3,159 | 24,920 | | | 77,289 | ||||||||||||||||||
1919 Santa Monica
|
43,796 | 2,580 | 7,772 | | | 616 | ||||||||||||||||||
600 Corporate Pointe
|
273,339 | 8,575 | 35,325 | | | 5,196 | ||||||||||||||||||
150 East Colorado
|
61,168 | 1,988 | 5,841 | | | 1,715 |
[Additional columns below]
[Continued from above table, first column(s) repeated]
Total Costs | ||||||||||||||||||||||||
Buildings | ||||||||||||||||||||||||
and | Accumulated | Year Built/ | ||||||||||||||||||||||
Land | Improvements | Total | Depreciation(1) | Encumbrances | Renovated | |||||||||||||||||||
Crown Cabot Financial
|
7,056 | 29,113 | 36,169 | 3,949 | | 1989 | ||||||||||||||||||
120 South Spalding
|
2,775 | 14,558 | 17,333 | 2,446 | 8,461 | (3) | 1984 | |||||||||||||||||
South Bay Tech
|
1,600 | 6,334 | 7,934 | 1,137 | | 1984 | ||||||||||||||||||
1370 Valley Vista
|
2,698 | 9,591 | 12,289 | 1,232 | 5,532 | (3) | 1988 | |||||||||||||||||
Renaissance Court
|
1,580 | 6,784 | 8,364 | 473 | | 1981/92 | ||||||||||||||||||
Foremost Professional Plaza
|
2,049 | 7,040 | 9,089 | 951 | | 1992 | ||||||||||||||||||
Northpoint
|
1,800 | 21,817 | 23,617 | 2,993 | | 1991 | ||||||||||||||||||
Pennsfield Plaza
|
800 | 2,805 | 3,605 | 232 | | 1989 | ||||||||||||||||||
Conejo Business Center
|
2,489 | 8,345 | 10,834 | 534 | 4,173 | 1991 | ||||||||||||||||||
Marin Corporate Center
|
1,956 | 6,628 | 8,584 | 407 | 2,966 | 1986 | ||||||||||||||||||
145 South Fairfax
|
1,825 | 6,889 | 8,714 | 703 | 3,987 | 1984 | ||||||||||||||||||
Bernardo Regency
|
1,625 | 5,856 | 7,481 | 798 | | 1986 | ||||||||||||||||||
City Centre
|
8,250 | 28,751 | 37,001 | 3,224 | | 1982 | ||||||||||||||||||
Wilshire Pacific Plaza
|
3,750 | 14,794 | 18,544 | 2,186 | | 1976/87 | ||||||||||||||||||
Glendale Corporate Center
|
2,750 | 14,374 | 17,124 | 1,839 | | 1985 | ||||||||||||||||||
World Savings Center
|
| 123,046 | 123,046 | 15,227 | | 1983 | ||||||||||||||||||
Beverly Sunset Medical Plaza
|
7,180 | 29,051 | 36,231 | 3,306 | | 1963/92-95 | ||||||||||||||||||
Sunset Point Plaza
|
2,075 | 7,314 | 9,389 | 952 | 3,452 | (3) | 1988 | |||||||||||||||||
Activity Business Center
|
3,650 | 12,521 | 16,171 | 1,455 | 7,737 | 1987 | ||||||||||||||||||
Westlake Gardens I
|
1,831 | 7,673 | 9,504 | 1,141 | | 1998 | ||||||||||||||||||
9100 Wilshire Boulevard
|
16,250 | 56,863 | 73,113 | 7,499 | | 1971/90 | ||||||||||||||||||
Westwood Center
|
3,159 | 102,209 | 105,368 | 3,525 | | 1965/2000 | ||||||||||||||||||
1919 Santa Monica
|
2,580 | 8,388 | 10,968 | 896 | 3,724 | (3) | 1991 | |||||||||||||||||
600 Corporate Pointe
|
8,575 | 40,521 | 49,096 | 4,592 | 17,692 | (3) | 1989 | |||||||||||||||||
150 East Colorado
|
1,988 | 7,556 | 9,544 | 926 | 4,937 | (3) | 1979/97 |
F-20
Initial Costs | Basis Step Up | |||||||||||||||||||||||
Buildings | Buildings | Costs Capitalized | ||||||||||||||||||||||
Square | and | and | Subsequent to | |||||||||||||||||||||
Footage | Land | Improvements | Land | Improvements | Acquisition(2) | |||||||||||||||||||
5161 Lankershim
|
178,317 | 5,016 | 25,568 | | | 3,471 | ||||||||||||||||||
1501 Hughes Way
|
77,060 | 1,348 | 4,058 | | | 3,301 | ||||||||||||||||||
3901 Via Oro
|
53,195 | 692 | 2,081 | | | 1,729 | ||||||||||||||||||
Huntington Beach Plaza I & II
|
52,186 | 1,109 | 3,317 | | | 686 | ||||||||||||||||||
Fountain Valley Plaza
|
107,252 | 2,949 | 9,377 | | | 2,300 | ||||||||||||||||||
3300 Irvine Avenue
|
74,224 | 2,215 | 6,697 | | | 1,478 | ||||||||||||||||||
Von Karman Corporate Center
|
451,477 | 11,513 | 34,783 | | | 9,167 | ||||||||||||||||||
1503 South Coast
|
60,605 | 1,570 | 4,731 | | | 648 | ||||||||||||||||||
625 The City
|
139,806 | 4,792 | 14,470 | | | 2,246 | ||||||||||||||||||
Orange Financial Center
|
305,439 | 10,379 | 34,415 | | | 7,193 | ||||||||||||||||||
Lambert Office Plaza
|
32,807 | 1,095 | 3,296 | | | 643 | ||||||||||||||||||
Carlsbad Corporate Center
|
125,000 | 3,722 | 15,061 | | | 3,129 | ||||||||||||||||||
Balboa Corporate Center
|
69,890 | 2,759 | 8,303 | | | (126 | ) | |||||||||||||||||
Panorama Corporate Center
|
133,149 | 6,512 | 19,593 | | | 351 | ||||||||||||||||||
Ruffin Corporate Center
|
45,059 | 1,766 | 5,315 | | | (36 | ) | |||||||||||||||||
Skypark Office Plaza
|
202,164 | 5,733 | 21,608 | | | 2,327 | ||||||||||||||||||
Governor Park Plaza
|
104,065 | 3,382 | 10,177 | | | 2,270 | ||||||||||||||||||
5120 Shoreham
|
37,759 | 1,224 | 4,073 | | | 188 | ||||||||||||||||||
Morehouse Tech Center
|
181,207 | 6,841 | 21,067 | | | 3,162 | ||||||||||||||||||
Torreyanna Science Park
|
81,204 | 5,035 | 15,148 | | | 352 | ||||||||||||||||||
Waples Tech Center
|
28,119 | 1,010 | 3,027 | | | 746 | ||||||||||||||||||
10251 Vista Sorrento
|
69,386 | 1,839 | 7,202 | | | 204 |
[Additional columns below]
[Continued from above table, first column(s) repeated]
Total Costs | ||||||||||||||||||||||||
Buildings | ||||||||||||||||||||||||
and | Accumulated | Year Built/ | ||||||||||||||||||||||
Land | Improvements | Total | Depreciation(1) | Encumbrances | Renovated | |||||||||||||||||||
5161 Lankershim
|
5,016 | 29,039 | 34,055 | 3,807 | 13,573 | (3) | 1985/97 | |||||||||||||||||
1501 Hughes Way
|
1,348 | 7,359 | 8,707 | 1,006 | | 1983/97 | ||||||||||||||||||
3901 Via Oro
|
692 | 3,810 | 4,502 | 1,045 | | 1986/97 | ||||||||||||||||||
Huntington Beach Plaza I & II
|
1,109 | 4,003 | 5,112 | 517 | 1,509 | (3) | 1984/96 | |||||||||||||||||
Fountain Valley Plaza
|
2,949 | 11,677 | 14,626 | 1,688 | 4,833 | (3) | 1982 | |||||||||||||||||
3300 Irvine Avenue
|
2,215 | 8,175 | 10,390 | 1,087 | 3,244 | (3) | 1981/97 | |||||||||||||||||
Von Karman Corporate Center
|
11,513 | 43,950 | 55,463 | 5,984 | 19,108 | (3) | 1981/84 | |||||||||||||||||
1503 South Coast
|
1,570 | 5,379 | 6,949 | 571 | 2,262 | (3) | 1979/97 | |||||||||||||||||
625 The City
|
4,792 | 16,716 | 21,508 | 2,166 | 7,055 | (3) | 1985/97 | |||||||||||||||||
Orange Financial Center
|
10,379 | 41,608 | 51,987 | 5,386 | 18,184 | (3) | 1985/95 | |||||||||||||||||
Lambert Office Plaza
|
1,095 | 3,939 | 5,034 | 561 | | 1986/97 | ||||||||||||||||||
Carlsbad Corporate Center
|
3,722 | 18,190 | 21,912 | 1,807 | 9,327 | (3) | 1996 | |||||||||||||||||
Balboa Corporate Center
|
2,759 | 8,177 | 10,936 | 842 | 5,944 | (3) | 1990 | |||||||||||||||||
Panorama Corporate Center
|
6,512 | 19,944 | 26,456 | 2,065 | 12,963 | (3) | 1991 | |||||||||||||||||
Ruffin Corporate Center
|
1,766 | 5,279 | 7,045 | 546 | 3,547 | (3) | 1990 | |||||||||||||||||
Skypark Office Plaza
|
5,733 | 23,935 | 29,668 | 2,667 | | 1986 | ||||||||||||||||||
Governor Park Plaza
|
3,382 | 12,447 | 15,829 | 1,768 | 5,026 | (3) | 1986 | |||||||||||||||||
5120 Shoreham
|
1,224 | 4,261 | 5,485 | 650 | 3,092 | (3) | 1984 | |||||||||||||||||
Morehouse Tech Center
|
6,841 | 24,229 | 31,070 | 2,821 | | 1984 | ||||||||||||||||||
Torreyanna Science Park
|
5,035 | 15,500 | 20,535 | 1,610 | 9,500 | (3) | 1980/97 | |||||||||||||||||
Waples Tech Center
|
1,010 | 3,773 | 4,783 | 546 | | 1990 | ||||||||||||||||||
10251 Vista Sorrento
|
1,839 | 7,406 | 9,245 | 772 | 3,882 | (3) | 1981/95 |
F-21
Initial Costs | Basis Step Up | |||||||||||||||||||||||
Buildings | Buildings | Costs Capitalized | ||||||||||||||||||||||
Square | and | and | Subsequent to | |||||||||||||||||||||
Footage | Land | Improvements | Land | Improvements | Acquisition(2) | |||||||||||||||||||
Camarillo Business Park
|
154,216 | 3,522 | 10,602 | | | 3,610 | ||||||||||||||||||
Centrelake Plaza
|
110,763 | 1,570 | 9,473 | | | 3,094 | ||||||||||||||||||
Chicago Avenue Business Park
|
47,482 | 1,223 | 3,687 | | | 453 | ||||||||||||||||||
Havengate Center
|
80,557 | 1,913 | 5,759 | | | 2,289 | ||||||||||||||||||
HDS Plaza
|
104,178 | 2,604 | 7,838 | | | 1,134 | ||||||||||||||||||
5702 Bolsa
|
27,731 | 589 | 1,775 | | | 87 | ||||||||||||||||||
5672 Bolsa
|
11,968 | 254 | 767 | | | 177 | ||||||||||||||||||
5632 Bolsa
|
21,568 | 458 | 1,381 | | | 41 | ||||||||||||||||||
Huntington Commerce Center
|
67,551 | 992 | 2,997 | | | 339 | ||||||||||||||||||
Savi Tech Center
|
341,446 | 8,280 | 24,911 | | | 3,537 | ||||||||||||||||||
Yorba Linda Business Park
|
167,142 | 2,629 | 7,913 | | | 664 | ||||||||||||||||||
Cymer Technology Center
|
155,612 | 5,446 | 16,387 | | | 2,498 | ||||||||||||||||||
Poway Industrial
|
112,000 | 1,876 | 5,646 | | | 178 | ||||||||||||||||||
10180 Scripps Ranch
|
43,560 | 1,165 | 3,507 | | | 175 | ||||||||||||||||||
Via Frontera
|
77,920 | 1,792 | 5,391 | | | 1,060 | ||||||||||||||||||
Westridge
|
48,955 | 1,807 | 5,591 | | | 693 | ||||||||||||||||||
Tower Plaza Retail
|
133,481 | 4,531 | 13,660 | | | 181 | ||||||||||||||||||
6060 Center Drive
|
241,928 | 1,990 | | 2,303 | | 59,623 | ||||||||||||||||||
Howard Hughes Spectrum Club
|
36,959 | 2,500 | 7,500 | | | 36 | ||||||||||||||||||
Howard Hughes Univision
|
161,650 | | | 1,529 | | 42,294 | ||||||||||||||||||
11075 Santa Monica
|
35,696 | 1,225 | 3,746 | | | 1,475 | ||||||||||||||||||
Continental Grand Plaza
|
235,926 | 7,125 | 40,451 | | | 4,698 | ||||||||||||||||||
Calabasas Tech
|
273,526 | 11,513 | 34,591 | | | 4,891 | ||||||||||||||||||
Oceangate Tower
|
210,907 | 3,080 | 20,386 | | | 2,782 | ||||||||||||||||||
Lyons Plaza
|
61,203 | 2,078 | 6,267 | | | 895 |
[Additional columns below]
[Continued from above table, first column(s) repeated]
Total Costs | ||||||||||||||||||||||||
Buildings | ||||||||||||||||||||||||
and | Accumulated | Year Built/ | ||||||||||||||||||||||
Land | Improvements | Total | Depreciation(1) | Encumbrances | Renovated | |||||||||||||||||||
Camarillo Business Park
|
3,522 | 14,212 | 17,734 | 2,075 | 8,628 | (3) | 1984/97 | |||||||||||||||||
Centrelake Plaza
|
1,570 | 12,567 | 14,137 | 1,840 | | 1989 | ||||||||||||||||||
Chicago Avenue Business Park
|
1,223 | 4,140 | 5,363 | 510 | | 1986 | ||||||||||||||||||
Havengate Center
|
1,913 | 8,048 | 9,961 | 1,007 | | 1985 | ||||||||||||||||||
HDS Plaza
|
2,604 | 8,972 | 11,576 | 1,147 | | 1987 | ||||||||||||||||||
5702 Bolsa
|
589 | 1,862 | 2,451 | 199 | 941 | (3) | 1987/97 | |||||||||||||||||
5672 Bolsa
|
254 | 944 | 1,198 | 152 | 330 | (3) | 1987 | |||||||||||||||||
5632 Bolsa
|
458 | 1,422 | 1,880 | 150 | 845 | (3) | 1987 | |||||||||||||||||
Huntington Commerce Center
|
992 | 3,336 | 4,328 | 413 | 1,555 | (3) | 1987 | |||||||||||||||||
Savi Tech Center
|
8,280 | 28,448 | 36,728 | 3,045 | 14,728 | (3) | 1989 | |||||||||||||||||
Yorba Linda Business Park
|
2,629 | 8,577 | 11,206 | 1,004 | 4,170 | (3) | 1988 | |||||||||||||||||
Cymer Technology Center
|
5,446 | 18,885 | 24,331 | 1,810 | 10,918 | (3) | 1986 | |||||||||||||||||
Poway Industrial
|
1,876 | 5,824 | 7,700 | 614 | 3,492 | (3) | 1991/96 | |||||||||||||||||
10180 Scripps Ranch
|
1,165 | 3,682 | 4,847 | 386 | 1,997 | (3) | 1978/96 | |||||||||||||||||
Via Frontera
|
1,792 | 6,451 | 8,243 | 894 | 2,875 | (3) | 1982/97 | |||||||||||||||||
Westridge
|
1,807 | 6,284 | 8,091 | 740 | 2,972 | (3) | 1984/96 | |||||||||||||||||
Tower Plaza Retail
|
4,531 | 13,841 | 18,372 | 1,638 | | 1970/97 | ||||||||||||||||||
6060 Center Drive
|
4,293 | 59,623 | 63,916 | 2,043 | | 2000 | ||||||||||||||||||
Howard Hughes Spectrum Club
|
2,500 | 7,536 | 10,036 | 713 | | 1993 | ||||||||||||||||||
Howard Hughes Univision
|
1,529 | 42,294 | 43,823 | 185 | | 2001 | ||||||||||||||||||
11075 Santa Monica
|
1,225 | 5,221 | 6,446 | 689 | | 1983 | ||||||||||||||||||
Continental Grand Plaza
|
7,125 | 45,149 | 52,274 | 5,330 | 27,707 | (3) | 1986 | |||||||||||||||||
Calabasas Tech
|
11,513 | 39,482 | 50,995 | 4,460 | | 1990 | ||||||||||||||||||
Oceangate Tower
|
3,080 | 23,168 | 26,248 | 2,796 | | 1971/93/94 | ||||||||||||||||||
Lyons Plaza
|
2,078 | 7,162 | 9,240 | 802 | | 1990 |
F-22
Initial Costs | Basis Step Up | |||||||||||||||||||||||
Buildings | Buildings | Costs Capitalized | ||||||||||||||||||||||
Square | and | and | Subsequent to | |||||||||||||||||||||
Footage | Land | Improvements | Land | Improvements | Acquisition(2) | |||||||||||||||||||
Genesee Executive Plaza
|
155,820 | 6,750 | 20,178 | | | 3,089 | ||||||||||||||||||
Solar Business Center
|
125,132 | 4,250 | 12,770 | | | 1,088 | ||||||||||||||||||
91 Freeway Center
|
93,277 | 2,900 | 9,179 | | | 1,319 | ||||||||||||||||||
601 S. Glenoaks
|
72,524 | 2,450 | 7,519 | | | 523 | ||||||||||||||||||
Tourney Pointe
|
219,991 | 6,047 | 21,334 | | | 9,026 | ||||||||||||||||||
Mini Suites
|
| | | | | 353 | ||||||||||||||||||
Hillside Corporate Center
|
59,876 | 2,213 | 7,336 | | | 2,069 | ||||||||||||||||||
Westlake Gardens II
|
48,874 | 1,832 | 5,493 | | | 1,887 | ||||||||||||||||||
Howard Hughes Tower
|
313,833 | 5,830 | 47,170 | | | 5,882 | ||||||||||||||||||
2001 Wilshire Blvd
|
101,125 | 5,007 | 14,893 | | | 645 | ||||||||||||||||||
Howard Hughes Hotel Parcel
|
| 1,663 | | | | 1,402 | ||||||||||||||||||
18,246,900 | $ | 467,892 | $ | 1,738,599 | $ | 5,448 | $ | 8,607 | $ | 576,506 | ||||||||||||||
[Additional columns below]
[Continued from above table, first column(s) repeated]
Total Costs | ||||||||||||||||||||||||
Buildings | ||||||||||||||||||||||||
and | Accumulated | Year Built/ | ||||||||||||||||||||||
Land | Improvements | Total | Depreciation(1) | Encumbrances | Renovated | |||||||||||||||||||
Genesee Executive Plaza
|
6,750 | 23,267 | 30,017 | 2,848 | 16,945 | (3) | 1984 | |||||||||||||||||
Solar Business Center
|
4,250 | 13,858 | 18,108 | 1,523 | | 1982 | ||||||||||||||||||
91 Freeway Center
|
2,900 | 10,498 | 13,398 | 1,179 | | 1986/97 | ||||||||||||||||||
601 S. Glenoaks
|
2,450 | 8,042 | 10,492 | 748 | 5,896 | (3) | 1990 | |||||||||||||||||
Tourney Pointe
|
6,047 | 30,360 | 36,407 | 2,219 | | 1985/98/2000 | ||||||||||||||||||
Mini Suites
|
| 353 | 353 | 96 | | N/A | ||||||||||||||||||
Hillside Corporate Center
|
2,213 | 9,405 | 11,618 | 830 | | 1998 | ||||||||||||||||||
Westlake Gardens II
|
1,832 | 7,380 | 9,212 | 740 | | 1999 | ||||||||||||||||||
Howard Hughes Tower
|
5,830 | 53,052 | 58,882 | 4,594 | | 1987 | ||||||||||||||||||
2001 Wilshire Blvd
|
5,007 | 15,538 | 20,545 | 1,011 | | 1980 | ||||||||||||||||||
Howard Hughes Hotel Parcel
|
1,663 | 1,402 | 3,065 | | | |||||||||||||||||||
$ | 473,340 | $ | 2,323,712 | $ | 2,797,052 | $ | 307,082 | $ | 573,452 | |||||||||||||||
(1) | The depreciable life for buildings and improvements ranges from ten to forty seven years. Tenant improvements and leasing costs are depreciated over the remaining term of the lease. |
(2) | Amounts shown net of write-offs of fully depreciated assets and include total capitalized interest of $45.6 million. |
(3) | All of these properties are collateral for our $554.6 million mortgage financings. The encumbrance allocated to an individual property is based on the related individual release price. |
F-23
ARDEN REALTY, INC.
16. Schedule of Commercial Properties and Accumulated Depreciation
The changes in our investment in commercial properties and related accumulated depreciation for each of the periods in the three years ended December 31, are as follows (in thousands):
Arden Realty, Inc. | |||||||||||||
For the Years Ended December 31 | |||||||||||||
2001 | 2000 | 1999 | |||||||||||
Commercial Properties:
|
|||||||||||||
Balance at beginning of period
|
$ | 2,741,681 | $ | 2,453,370 | $ | 2,198,580 | |||||||
Improvements
|
78,580 | 159,163 | 122,127 | ||||||||||
Disposition of property
|
(44,773 | ) | (10,078 | ) | | ||||||||
Write offs of fully depreciated assets
|
(21,412 | ) | (13,723 | ) | (591 | ) | |||||||
Acquisition of properties
|
| | 89,800 | ||||||||||
Transfers from (to) properties under development
|
42,976 | 152,949 | 43,454 | ||||||||||
Balance at end of period
|
$ | 2,797,052 | $ | 2,741,681 | $ | 2,453,370 | |||||||
Accumulated Depreciation:
|
|||||||||||||
Balance at beginning of period
|
$ | (231,499 | ) | $ | (157,608 | ) | $ | (88,863 | ) | ||||
Depreciation for period
|
(100,789 | ) | (87,126 | ) | (68,203 | ) | |||||||
Disposition of property
|
3,794 | 531 | | ||||||||||
Write offs of fully depreciated assets
|
21,412 | 13,723 | 591 | ||||||||||
Transfers to (from) properties under development
|
| (1,019 | ) | (1,133 | ) | ||||||||
Balance at end of period
|
$ | (307,082 | ) | $ | (231,499 | ) | $ | (157,608 | ) | ||||
F-24