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EXCEL - IDEA: XBRL DOCUMENT - FIRST POTOMAC REALTY TRUST | Financial_Report.xls |
EX-31.1 - EXHIBIT 31.1 - FIRST POTOMAC REALTY TRUST | c24245exv31w1.htm |
EX-32.2 - EXHIBIT 32.2 - FIRST POTOMAC REALTY TRUST | c24245exv32w2.htm |
EX-32.1 - EXHIBIT 32.1 - FIRST POTOMAC REALTY TRUST | c24245exv32w1.htm |
EX-31.2 - EXHIBIT 31.2 - FIRST POTOMAC REALTY TRUST | c24245exv31w2.htm |
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2011.
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission File Number 1-31824
FIRST POTOMAC REALTY TRUST
(Exact name of registrant as specified in its charter)
MARYLAND | 37-1470730 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) |
7600 Wisconsin Avenue, 11th Floor, Bethesda, MD 20814
(Address of principal executive offices) (Zip Code)
(Address of principal executive offices) (Zip Code)
(301) 986-9200
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES þ NO o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). YES þ NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See definitions of large
accelerated filer, accelerated filter, and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
o Large Accelerated Filer | þ Accelerated Filer | o Non-Accelerated Filer | o Smaller Reporting Company |
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act
Rule 12b-2 of the Exchange Act) YES o NO þ
As of
November 4, 2011, there were 50,291,606 common shares, par value $0.001 per share,
outstanding.
FIRST POTOMAC REALTY TRUST
FORM 10-Q
INDEX
Page | ||||||||
3 | ||||||||
4 | ||||||||
5 | ||||||||
7 | ||||||||
27 | ||||||||
55 | ||||||||
56 | ||||||||
57 | ||||||||
57 | ||||||||
57 | ||||||||
57 | ||||||||
57 | ||||||||
57 | ||||||||
57 | ||||||||
59 | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 | ||||||||
Exhibit 32.2 | ||||||||
EX-101 INSTANCE DOCUMENT | ||||||||
EX-101 SCHEMA DOCUMENT | ||||||||
EX-101 CALCULATION LINKBASE DOCUMENT | ||||||||
EX-101 LABELS LINKBASE DOCUMENT | ||||||||
EX-101 PRESENTATION LINKBASE DOCUMENT |
2
Table of Contents
FIRST POTOMAC REALTY TRUST
Consolidated Balance Sheets
(Amounts in thousands, except per share amounts)
September 30, 2011 | December 31, 2010 | |||||||
(unaudited) | ||||||||
Assets: |
||||||||
Rental property, net |
$ | 1,427,788 | $ | 1,217,897 | ||||
Cash and cash equivalents |
14,646 | 33,280 | ||||||
Escrows and reserves |
16,730 | 8,070 | ||||||
Accounts and other receivables, net of allowance
for doubtful accounts of $3,138 and $3,246,
respectively |
7,935 | 7,238 | ||||||
Accrued straight-line rents, net of allowance for
doubtful accounts of $360 and $849, respectively |
16,337 | 12,771 | ||||||
Notes receivable, net |
54,644 | 24,750 | ||||||
Investment in affiliates |
24,338 | 23,721 | ||||||
Deferred costs, net |
33,447 | 20,174 | ||||||
Prepaid expenses and other assets |
18,331 | 14,230 | ||||||
Intangible assets, net |
59,587 | 34,551 | ||||||
Total assets |
$ | 1,673,783 | $ | 1,396,682 | ||||
Liabilities: |
||||||||
Mortgage loans |
$ | 420,089 | $ | 319,096 | ||||
Exchangeable senior notes, net |
30,357 | 29,936 | ||||||
Senior notes |
75,000 | 75,000 | ||||||
Secured term loans |
30,000 | 110,000 | ||||||
Unsecured term loan |
175,000 | | ||||||
Unsecured revolving credit facility |
142,000 | 191,000 | ||||||
Accounts payable and other liabilities |
50,902 | 16,827 | ||||||
Accrued interest |
4,157 | 2,170 | ||||||
Rents received in advance |
7,129 | 7,049 | ||||||
Tenant security deposits |
5,574 | 5,390 | ||||||
Deferred market rent, net |
5,049 | 6,032 | ||||||
Total liabilities |
945,257 | 762,500 | ||||||
Noncontrolling interests in the Operating Partnership
(redemption value of $36,419 and $16,122,
respectively) |
39,360 | 16,122 | ||||||
Equity: |
||||||||
Series A Preferred Shares, $25 par value, 50,000
shares authorized: 4,600 and 0 shares issued and
outstanding, respectively |
115,000 | | ||||||
Common shares, $0.001 par value, 150,000 common
shares authorized: 50,061 and 49,922 shares issued
and outstanding, respectively |
50 | 50 | ||||||
Additional paid-in capital |
795,480 | 794,051 | ||||||
Noncontrolling interests in consolidated partnerships |
5,237 | 3,077 | ||||||
Accumulated other comprehensive loss |
(5,405 | ) | (545 | ) | ||||
Dividends in excess of accumulated earnings |
(221,196 | ) | (178,573 | ) | ||||
Total equity |
689,166 | 618,060 | ||||||
Total liabilities, noncontrolling interests and equity |
$ | 1,673,783 | $ | 1,396,682 | ||||
See accompanying notes to condensed consolidated financial statements.
3
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FIRST POTOMAC REALTY TRUST
Consolidated Statements of Operations
(unaudited)
(Amounts in thousands, except per share amounts)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Revenues: |
||||||||||||||||
Rental |
$ | 36,121 | $ | 27,520 | $ | 103,025 | $ | 80,665 | ||||||||
Tenant reimbursements and other |
8,993 | 6,179 | 24,776 | 19,791 | ||||||||||||
Total revenues |
45,114 | 33,699 | 127,801 | 100,456 | ||||||||||||
Operating expenses: |
||||||||||||||||
Property operating |
11,211 | 7,672 | 31,476 | 24,272 | ||||||||||||
Real estate taxes and insurance |
4,253 | 2,948 | 12,284 | 9,339 | ||||||||||||
General and administrative |
4,354 | 3,475 | 12,546 | 10,859 | ||||||||||||
Acquisition costs |
1,737 | 361 | 4,475 | 2,025 | ||||||||||||
Depreciation and amortization |
16,088 | 10,608 | 45,381 | 30,487 | ||||||||||||
Impairment of real estate asset |
3,111 | | 3,111 | | ||||||||||||
Change in contingent consideration related to
acquisition of property |
(1,487 | ) | | (1,487 | ) | 710 | ||||||||||
Total operating expenses |
39,267 | 25,064 | 107,786 | 77,692 | ||||||||||||
Operating income |
5,847 | 8,635 | 20,015 | 22,764 | ||||||||||||
Other expenses, net: |
||||||||||||||||
Interest expense |
11,207 | 8,431 | 30,307 | 25,333 | ||||||||||||
Interest and other income |
(1,534 | ) | (89 | ) | (3,769 | ) | (285 | ) | ||||||||
Equity in losses of affiliates |
81 | 75 | 112 | 134 | ||||||||||||
Gain on early retirement of debt |
| | | (164 | ) | |||||||||||
Total other expenses, net |
9,754 | 8,417 | 26,650 | 25,018 | ||||||||||||
(Loss) income from continuing operations before income
taxes |
(3,907 | ) | 218 | (6,635 | ) | (2,254 | ) | |||||||||
Benefit from income taxes |
195 | | 655 | | ||||||||||||
(Loss) income from continuing operations |
(3,712 | ) | 218 | (5,980 | ) | (2,254 | ) | |||||||||
Discontinued operations: |
||||||||||||||||
Loss from operations of disposed properties |
| (3,153 | ) | (2,827 | ) | (3,412 | ) | |||||||||
Gain on sale of real estate properties |
| | 1,954 | 557 | ||||||||||||
Loss from discontinued operations |
| (3,153 | ) | (873 | ) | (2,855 | ) | |||||||||
Net loss |
(3,712 | ) | (2,935 | ) | (6,853 | ) | (5,109 | ) | ||||||||
Less: Net loss attributable to noncontrolling interests |
265 | 55 | 469 | 103 | ||||||||||||
Net loss attributable to First Potomac Realty Trust |
(3,447 | ) | (2,880 | ) | (6,384 | ) | (5,006 | ) | ||||||||
Less: Dividends on preferred shares |
(2,228 | ) | | (6,239 | ) | | ||||||||||
Net loss attributable to common shareholders |
$ | (5,675 | ) | $ | (2,880 | ) | $ | (12,623 | ) | $ | (5,006 | ) | ||||
Basic and diluted earnings per share: |
||||||||||||||||
(Loss) income from continuing operations |
$ | (0.12 | ) | $ | | $ | (0.25 | ) | $ | (0.08 | ) | |||||
Loss from discontinued operations |
| (0.08 | ) | (0.02 | ) | (0.08 | ) | |||||||||
Net loss |
$ | (0.12 | ) | $ | (0.08 | ) | $ | (0.27 | ) | $ | (0.16 | ) | ||||
Weighted average common shares outstanding: |
||||||||||||||||
Basic and diluted |
49,308 | 37,269 | 49,275 | 34,804 |
See accompanying notes to condensed consolidated financial statements
4
Table of Contents
FIRST POTOMAC REALTY TRUST
Consolidated Statements of Cash Flows
(Unaudited, amounts in thousands)
Nine Months Ended September 30, | ||||||||
2011 | 2010 | |||||||
Cash flows from operating activities: |
||||||||
Net loss |
$ | (6,853 | ) | $ | (5,109 | ) | ||
Adjustments to reconcile net loss to net cash provided by operating
activities: |
||||||||
Discontinued operations: |
||||||||
Gain on sale of real estate properties |
(1,954 | ) | (557 | ) | ||||
Depreciation and amortization |
520 | 231 | ||||||
Impairment of real estate assets |
2,710 | 4,013 | ||||||
Depreciation and amortization |
45,949 | 31,978 | ||||||
Stock based compensation |
2,012 | 2,869 | ||||||
Bad debt expense |
667 | 767 | ||||||
Benefit from income taxes |
(656 | ) | | |||||
Amortization of deferred market rent |
(505 | ) | (1,044 | ) | ||||
Amortization of financing costs and discounts |
1,891 | 539 | ||||||
Amortization of rent abatement |
2,042 | 1,806 | ||||||
Equity in losses of affiliates |
112 | 134 | ||||||
Distributions from investments in affiliates |
84 | 437 | ||||||
Contingent consideration related to acquisition of property |
(1,487 | ) | 710 | |||||
Gain on early retirement of debt |
| (164 | ) | |||||
Impairment of real estate assets |
3,111 | | ||||||
Changes in assets and liabilities: |
||||||||
Escrows and reserves |
(6,411 | ) | (955 | ) | ||||
Accounts and other receivables |
(167 | ) | (1,349 | ) | ||||
Accrued straight-line rents |
(5,771 | ) | (1,220 | ) | ||||
Prepaid expenses and other assets |
(1,683 | ) | (497 | ) | ||||
Tenant security deposits |
183 | (155 | ) | |||||
Accounts payable and accrued expenses |
5,773 | 1,160 | ||||||
Accrued interest |
1,986 | 1,716 | ||||||
Rents received in advance |
89 | (174 | ) | |||||
Deferred costs |
(14,841 | ) | (5,500 | ) | ||||
Total adjustments |
33,654 | 34,745 | ||||||
Net cash provided by operating activities |
26,801 | 29,636 | ||||||
Cash flows from investing activities: |
||||||||
Purchase deposit on future acquisitions |
(8,168 | ) | (3,018 | ) | ||||
Purchase of mortgage loan |
| (7,970 | ) | |||||
Proceeds from sales of real estate assets |
26,883 | 11,414 | ||||||
Change in escrow and reserves |
(2,020 | ) | | |||||
Investment in note receivable |
(29,350 | ) | | |||||
Acquisition of rental property and associated intangible assets |
(67,583 | ) | (81,492 | ) | ||||
Additions to rental property |
(26,540 | ) | (12,017 | ) | ||||
Acquisition of land parcel |
(7,500 | ) | | |||||
Additions to construction in progress |
(11,938 | ) | (2,484 | ) | ||||
Investment in unconsolidated joint ventures |
(650 | ) | | |||||
Deconsolidation of joint venture |
| (896 | ) | |||||
Net cash used in investing activities |
(126,866 | ) | (96,463 | ) | ||||
Cash flows from financing activities: |
||||||||
Financing costs |
(4,063 | ) | (1,327 | ) | ||||
Issuance of debt |
348,000 | 90,000 | ||||||
Issuance of common shares, net |
| 94,258 | ||||||
Issuance of preferred shares, net |
110,997 | | ||||||
Contributions from joint venture partners |
2,152 | | ||||||
Repayments of debt |
(339,471 | ) | (94,782 | ) | ||||
Dividends to common shareholders |
(30,000 | ) | (21,115 | ) | ||||
Dividends to preferred shareholders |
(5,125 | ) | | |||||
Distributions to noncontrolling interests |
(1,142 | ) | (439 | ) | ||||
Stock option exercises |
83 | 22 | ||||||
Net cash provided by financing activities |
81,431 | 66,617 | ||||||
Net decrease in cash and cash equivalents |
(18,634 | ) | (210 | ) | ||||
Cash and cash equivalents, beginning of period |
33,280 | 9,320 | ||||||
Cash and cash equivalents, end of period |
$ | 14,646 | $ | 9,110 | ||||
See accompanying notes to condensed consolidated financial statements.
5
Table of Contents
FIRST POTOMAC REALTY TRUST
Consolidated Statements of Cash Flows Continued
(unaudited)
Consolidated Statements of Cash Flows Continued
(unaudited)
Supplemental disclosures of cash flow information for the nine months ended September 30 are
as follows (amounts in thousands):
2011 | 2010 | |||||||
Cash paid for interest, net |
$ | 26,292 | $ | 23,059 | ||||
Cash paid for income based franchise taxes |
242 | | ||||||
Non-cash investing and financing activities: |
||||||||
Debt assumed in connection with
acquisitions of real estate |
139,373 | | ||||||
Contingent consideration recorded in
connection with acquisition of real
estate |
745 | | ||||||
Conversion of Operating Partnership
units into common shares |
19 | 55 | ||||||
Issuance of Operating Partnership units
in connection with acquisitions of real
estate |
28,845 | |
Cash paid for interest on indebtedness is net of capitalized interest of $1.3 million and $0.6
million for the nine months ended September 30, 2011 and 2010, respectively.
During the nine months ended September 30, 2011, 1,300 Operating Partnership units were
redeemed for an equivalent number of the Companys common shares. No Operating Partnership units
were redeemed for an equivalent number of the Companys common shares during the nine months ended
September 30, 2010.
During the nine months ended September 30, 2011 the Company acquired six consolidated
properties at an aggregate purchase price of $251.5 million, including the assumption of mortgage
debt with an aggregate fair value of $139.4 million. During the nine months ended September 30,
2011, the Company issued 1,963,388 Operating Partnership units valued at $28.8 million in
connection with the acquisition of 840 First Street, NE, which was acquired for an aggregate
purchase price of $90.0 million, with up to $10.0 million of additional consideration payable upon
the terms of a lease renewal by the buildings sole tenant or the re-tenanting of the property. As
a result, the Company recorded a contingent consideration obligation of $9.4 million at
acquisition. In July 2011, the buildings sole tenant renewed its lease through August 2023 on the
entire building with the exception of two floors. As a result, the Company issued 544,673 Operating
Partnership units to satisfy a portion of its contingent consideration obligation. The Company
recognized a $1.5 million gain associated with the issuance of the additional units, which
represented the difference between the contractual value of the units and the fair value of the
units at the date of issuance. At September 30, 2011, the remaining contingent consideration
obligation was $0.7 million, which may result in the issuance of additional units dependent upon
the leasing of any of the vacant space.
6
Table of Contents
FIRST POTOMAC REALTY TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1) Description of Business
First Potomac Realty Trust (the Company) is a leader in the ownership, management,
development and redevelopment of office and industrial properties in the greater Washington, D.C.
region. The Company separates its properties into four distinct segments, which it refers to as the
Maryland, Washington, D.C., Northern Virginia and Southern Virginia reporting segments. The Company
strategically focuses on acquiring and redeveloping properties that it believes can benefit from
its intensive property management and seeks to reposition these properties to increase their
profitability and value. The Companys portfolio contains a mix of single-tenant and multi-tenant
office and industrial properties as well as business parks. Office properties are single-story and
multi-story buildings that are used primarily for office use; business parks contain buildings with
office features combined with some industrial property space; and industrial properties generally
are used as warehouse, distribution or manufacturing facilities.
References in these unaudited condensed consolidated financial statements to we, our or
First Potomac, refer to the Company and its subsidiaries, on a consolidated basis, unless the
context indicates otherwise.
The Company conducts its business through First Potomac Realty Investment Limited Partnership,
the Companys operating partnership (the Operating Partnership). The Company is the sole general
partner of, and, as of September 30, 2011, owned a 94.5% interest in, the Operating Partnership.
The remaining interests in the Operating Partnership, which are presented as noncontrolling
interests in the Operating Partnership in the accompanying unaudited condensed consolidated
financial statements, are limited partnership interests, some of which are owned by several of the
Companys executive officers and trustees who contributed properties and other assets to the
Company upon its formation, and other unrelated parties.
At September 30, 2011, the Company wholly-owned or had a controlling interest in properties
totaling 13.9 million square feet and had a noncontrolling ownership interest in properties
totaling an additional 0.5 million square feet through four unconsolidated joint ventures. The
Company also owned land that can accommodate approximately 2.4 million square feet of additional
development. The Company derives substantially all of its revenue from leases of space within its
properties. As of September 30, 2011, the Companys largest tenant was the U.S. Government, which
along with government contractors, accounted for over 20% of the Companys total annualized rental
revenue. The U.S Government also accounted for approximately 30% of the Companys outstanding
accounts receivables at September 30, 2011. The Company operates so as to qualify as a real estate
investment trust (REIT) for federal income tax purposes.
(2) Summary of Significant Accounting Policies
(a) Principles of Consolidation
The unaudited condensed consolidated financial statements of the Company include the accounts
of the Company, the Operating Partnership, the subsidiaries of the Operating Partnership in which
it has a controlling interest and First Potomac Management LLC, a wholly-owned subsidiary that
manages the majority of the Companys properties. All intercompany balances and transactions have
been eliminated in consolidation.
The Company has condensed or omitted certain information and footnote disclosures normally
included in financial statements presented in accordance with U.S. generally accepted accounting
principles (GAAP) in the accompanying unaudited condensed consolidated financial statements. The
Company believes the disclosures made are adequate to prevent the information presented from being
misleading. However, the unaudited condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2010, included in the Companys
current report on Form 8-K dated September 29, 2011 and as
updated from time to time in other filings with the Securities and Exchange Commission.
In the Companys opinion, the accompanying unaudited condensed consolidated financial
statements reflect all adjustments, consisting of normal recurring adjustments and accruals
necessary to present fairly the Companys financial position as of September 30, 2011, the results
of its operations for the three and nine months ended September 30, 2011 and 2010 and its cash
flows for the nine months ended September 30, 2011 and 2010. Interim results are not necessarily
indicative of full-year performance due, in part, to the timing of transactions and the impact of
acquisitions and dispositions throughout the year.
7
Table of Contents
(b) Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP
requires management of the Company to make a number of estimates and assumptions relating to the
reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the consolidated financial statements and the reported amounts of revenues and
expenses during the period. Estimates include the amount of accounts receivable that may be
uncollectible; recoverability of notes receivable, future cash flows, discount and capitalization
rate assumptions used to fair value acquired properties and to test impairment of certain
long-lived assets and goodwill; derivative valuations; market lease rates, lease-up periods,
leasing and tenant improvement costs used to fair value intangible assets acquired and probability
weighted cash flow analysis used to fair value contingent liabilities. Actual results could differ
from those estimates.
(c) Rental Property
Rental property is carried at initial cost less accumulated depreciation and, when
appropriate, impairment losses. Improvements and replacements are capitalized at cost when they
extend the useful life, increase capacity or improve the efficiency of the asset. Repairs and
maintenance are charged to expense when incurred. Depreciation and amortization are recorded on a
straight-line basis over the estimated useful lives of the assets. The estimated useful lives of
the Companys assets, by class, are as follows:
Buildings
|
39 years | |
Building improvements
|
5 to 20 years | |
Furniture, fixtures and equipment
|
5 to 15 years | |
Tenant improvements
|
Shorter of the useful lives of the assets or the terms of the related leases | |
Lease related intangible assets
|
Shorter of the term of related lease or the period the tenant occupies the space |
The Company regularly reviews market conditions for possible impairment of a propertys
carrying value. When circumstances such as adverse market conditions, changes in managements
intended holding period or potential sale to a third party indicate a possible impairment of the
fair value of a property, an impairment analysis is performed. The Company assesses potential
impairments based on an estimate of the future undiscounted cash flows (excluding interest charges)
expected to result from the propertys use and eventual disposition. This estimate is based on
projections of future revenues, expenses, capital improvement costs, expected holding periods and
capitalization rates. These cash flows consider factors such as expected market trends and leasing
prospects, as well as the effects of leasing demand, competition and other factors. If impairment
exists due to the inability to recover the carrying value of a real estate investment based on
forecasted undiscounted cash flows, an impairment loss is recorded to the extent that the carrying
value exceeds the estimated fair value of the property. The Company is required to make estimates
as to whether there are impairments in the carrying values of its investments in real estate.
Further, the Company will record an impairment loss if it expects to dispose of a property, in the
near term, at a price below carrying value. In such an event, the Company will record an impairment
loss based on the difference between a propertys carrying value and its projected sales price less
any estimated costs to sell.
The Company will classify a building as held-for-sale in the period in which it has made the
decision to dispose of the building, the Companys Board of Trustees or a designated delegate has
approved the sale, a binding agreement to purchase the property has been signed under which the
buyer has committed a significant amount of nonrefundable cash and no significant financing
contingencies exist that could cause the transaction not to be completed in a timely manner. The
Company will classify any impairment loss, together with the buildings operating results, as
discontinued operations in its consolidated statements of operations for all periods presented and
classify the assets and related liabilities as held-for-sale in its consolidated balance sheets in
the period the sale criteria are met. Interest expense is reclassified to discontinued operations
only to the extent the held-for-sale property is secured by specific mortgage debt and the mortgage
debt will not be assigned to another property owned by the Company after the disposition.
The Company recognizes the fair value, if sufficient information exists to reasonably estimate
the fair value, of any liability for conditional asset retirement obligations when incurred, which
is generally upon acquisition, construction, development or redevelopment and/or through the normal
operation of the asset.
8
Table of Contents
The Company capitalizes interest costs incurred on qualifying expenditures for real estate
assets under development or redevelopment while being readied for their intended use in accordance
with accounting requirements regarding capitalization of interest. The Company will capitalize
interest when qualifying expenditures for the asset have been made, activities
necessary to get the asset ready for its intended use are in progress and interest costs are
being incurred. Capitalized interest also includes interest associated with expenditures incurred
to acquire developable land while development activities are in progress and the direct
compensation costs of the Companys construction personnel who manage the development and
redevelopment projects, but only to the extent the employees time can be allocated to a project.
For the three and nine months ended September 30, 2011 and 2010, capitalized compensation costs
were immaterial. Capitalization of interest will end when the asset is substantially complete and
ready for its intended use, but no later than one year from completion of major construction
activity, if the property is not occupied. Capitalized interest is depreciated over the useful life
of the underlying assets, commencing when those assets are placed into service.
(d) Notes Receivable
The Company lends money to the owners of real estate properties, which are collateralized by a
direct or indirect interest in the real estate property. The Company records these investments as
Notes receivable, net in its consolidated balance sheets. The investments are recorded net of any
discount or issuance costs, which are amortized over the life of the respective note receivable
using the effective interest method. The Company records interest earned from notes receivable and
amortization of any discount or issuance costs within Interest and other income in its
consolidated statements of operations.
The Company will establish a provision for anticipated credit losses associated with its notes
receivables and debt investments when it anticipates that it may be unable to collect any
contractually due amounts. This determination is based on upon such factors as delinquencies, loss
experience, collateral quality and current economic or borrower conditions. Estimated losses are
recorded as a charge to earnings to establish an allowance for credit losses that the Company
estimates to be adequate based on these factors. The Company has not recorded any losses associated
with its notes receivable during 2011 and 2010.
(e) Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation.
(f) Application of New Accounting Standards
New guidance was issued that allows only two options for presenting the components of net
income and other comprehensive income: (1) in a single continuous financial statement, statement of
comprehensive income or (2) in two separate but consecutive financial statements, consisting of an
income statement followed by a separate statement of other comprehensive income. Also, items that
are reclassified from other comprehensive income to net income must be presented on the face of the
consolidated financial statements. The guidance requires retrospective application, and it is effective for
fiscal years, and interim periods within those years, beginning after December 15, 2011, with early
adoption permitted. The Company believes the adoption of this update will change the order in which
certain consolidated financial statements are presented and provide additional detail on those consolidated financial
statements when applicable, but will not have any other impact on its consolidated financial statements.
In September 2011, new accounting guidance was issued regarding the testing of potential
goodwill impairment, which permits a company to make a qualitative assessment of whether it is more
likely than not that a reporting units fair value is less than its carrying amount before applying
the two-step goodwill impairment test. If a company can support the conclusion that it is not more
likely than not that the fair value of a reporting unit is less than its carrying amount, it would
not need to perform the two-step impairment test for that reporting unit. Goodwill must be tested
for impairment at least annually, and prior to the new guidance, a two-step test was required to
assess goodwill for impairment. The required disclosure is effective for annual and interim
goodwill impairment tests performed in fiscal years beginning after December 15, 2011. Early
adoption is permitted. The Company does not believe the implementation of this standard will have
a material impact on its condensed consolidated financial statements.
(3) Earnings Per Share
Basic earnings or loss per share (EPS) is calculated by dividing net income or loss
attributable to common shareholders by the weighted average common shares outstanding for the
period. Diluted EPS is computed after adjusting the basic EPS computation for the effect of
dilutive common equivalent shares outstanding during the period, which include stock options,
non-vested shares, preferred shares and Exchangeable Senior Notes. The Company applies the
two-class method for determining EPS as its outstanding unvested shares with non-forfeitable
dividend rights are considered participating securities. The Companys excess of distributions over
earnings related to participating securities are shown as a reduction in total earnings
attributable to common shareholders in the Companys computation of EPS.
9
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The following table sets forth the computation of the Companys basic and diluted earnings per
share (amounts in thousands, except per share amounts):
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Numerator for basic and diluted earnings per share: |
||||||||||||||||
(Loss) income from continuing operations |
$ | (3,712 | ) | $ | 218 | $ | (5,980 | ) | $ | (2,254 | ) | |||||
Loss from discontinued operations |
| (3,153 | ) | (873 | ) | (2,855 | ) | |||||||||
Net loss |
(3,712 | ) | (2,935 | ) | (6,853 | ) | (5,109 | ) | ||||||||
Less: Net loss (income) from continuing operations
attributable to noncontrolling interests |
265 | (4 | ) | 487 | 48 | |||||||||||
Less: Net loss (income) from discontinued operations
attributable to noncontrolling interests |
| 59 | (18 | ) | 55 | |||||||||||
Net loss attributable to First Potomac Realty
Trust |
(3,447 | ) | (2,880 | ) | (6,384 | ) | (5,006 | ) | ||||||||
Less: Dividends on preferred shares |
(2,228 | ) | | (6,239 | ) | | ||||||||||
Net loss attributable to common shareholders |
(5,675 | ) | (2,880 | ) | (12,623 | ) | (5,006 | ) | ||||||||
Less: Allocation to participating securities |
(150 | ) | (151 | ) | (442 | ) | (455 | ) | ||||||||
Net loss attributable to common shareholders |
$ | (5,825 | ) | $ | (3,031 | ) | $ | (13,065 | ) | $ | (5,461 | ) | ||||
Denominator for basic and diluted earnings per share: |
||||||||||||||||
Weighted average shares outstanding basic and
diluted |
49,308 | 37,269 | 49,275 | 34,804 | ||||||||||||
Basic and diluted earnings per share: |
||||||||||||||||
(Loss) income from continuing operations |
$ | (0.12 | ) | $ | | $ | (0.25 | ) | $ | (0.08 | ) | |||||
Loss from discontinued operations |
| (0.08 | ) | (0.02 | ) | (0.08 | ) | |||||||||
Net loss |
$ | (0.12 | ) | $ | (0.08 | ) | $ | (0.27 | ) | $ | (0.16 | ) | ||||
In accordance with accounting requirements regarding earnings per share, the Company did
not include the following potential common shares in its calculation of diluted earnings per share
as they are anti-dilutive (amounts in thousands):
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Stock option awards |
903 | 832 | 907 | 843 | ||||||||||||
Non-vested share awards |
388 | 310 | 406 | 327 | ||||||||||||
Conversion of Exchangeable Senior Notes(1) |
854 | 854 | 854 | 1,180 | ||||||||||||
Series A Preferred Shares(2) |
8,303 | | 7,636 | | ||||||||||||
10,448 | 1,996 | 9,803 | 2,350 | |||||||||||||
(1) | At September 30, 2011 and 2010, each $1,000 principal amount of the
Exchangeable Senior Notes was convertible into 28.039 shares. |
|
(2) | The Companys Series A Preferred Shares are only convertible into the Companys
common shares upon certain changes of control of the Company. |
10
Table of Contents
(4) Rental Property
Rental property represents property, net of accumulated depreciation, and developable land
that are wholly owned or owned by an entity in which the Company has a controlling interest. All of
the Companys rental properties are located within the greater Washington, D.C. region. Rental
property consists of the following (amounts in thousands):
September 30, 2011 | December 31, 2010 | |||||||
Land and land improvements |
$ | 385,306 | $ | 315,229 | ||||
Buildings and improvements |
1,045,358 | 930,077 | ||||||
Construction in process |
63,331 | 41,685 | ||||||
Tenant improvements |
108,361 | 92,002 | ||||||
Furniture, fixtures and equipment |
5,381 | 9,894 | ||||||
1,607,737 | 1,388,887 | |||||||
Less: accumulated depreciation |
(179,949 | ) | (170,990 | ) | ||||
$ | 1,427,788 | $ | 1,217,897 | |||||
(a) Development and Redevelopment Activity
The Company constructs office buildings, business parks and/or industrial buildings on a
build-to-suit basis or with the intent to lease upon completion of construction. Also, the Company
owns developable land that can accommodate 2.4 million square feet of additional building space.
Below is a summary of the approximate building square footage that can be developed on the
Companys developable land and the Companys current development and redevelopment activity
(amounts in thousands):
Square Feet | Cost to Date of | Square Feet | Cost to Date of | |||||||||||||||||
Reporting | Developable | Under | Development | Under | Redevelopment | |||||||||||||||
Segment | Square Feet | Development | Activities | Redevelopment | Activities | |||||||||||||||
Maryland |
250 | | $ | | | $ | | |||||||||||||
Northern Virginia |
568 | | | 15 | | |||||||||||||||
Southern Virginia |
841 | 166 | 477 | | | |||||||||||||||
Washington, D.C. |
742 | | | 135 | 1,225 | |||||||||||||||
2,401 | 166 | $ | 477 | 150 | $ | 1,225 | ||||||||||||||
The Company anticipates the majority of the development and redevelopment efforts on
these projects will continue throughout the remainder of 2011 and into 2012.
At September 30, 2011, the Company had completed development and redevelopment activities that
have yet to be placed in service on 243 thousand square feet, at a cost of $16.1 million, in its
Northern Virginia reporting segment and 39 thousand square feet, at a cost of $1.2 million, in its
Southern Virginia reporting segment. The majority of the costs on the construction projects to be
placed in service relate to redevelopment activities at Three Flint Hill in the Companys Northern
Virginia reporting segment, which were completed in the third quarter of 2011 at a cost of $11.0
million. The Company will place completed construction activities in service upon the shorter of a
tenant taking occupancy or twelve months from substantial completion.
11
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(b) Acquisitions
During the third quarter of 2011, the Company acquired the following properties, which are
included in its condensed consolidated financial statements from the date of acquisition (dollars
in thousands):
Aggregate | ||||||||||||||
Acquisition | Property | Square | Purchase | |||||||||||
Location | Date | Type | Feet | Price | ||||||||||
Greenbrier Towers |
Southern Virginia | July 19 | Office | 171,894 | $ | 16,641 | ||||||||
1005 First Street, NE |
Washington, D.C. | August 4 | Office | 30,414 | 45,240 | (1) | ||||||||
202,308 | $ | 61,881 | ||||||||||||
(1) | Includes a deferred purchase price liability of $8.6 million. |
On August 4, 2011, the Company formed a joint venture with an affiliate of Perseus
Realty, LLC to acquire 1005 First Street, NE in Washington, D.C. for $46.8 million, of which, $38.4
million was paid at closing and the remaining $8.4 million will be paid in August 2013. The Company
recorded the $8.4 million deferred purchase price obligation at its fair value at the time of
acquisition within Accounts payable and other liabilities in its consolidated balance sheets. The
Company determined the fair value of the deferred purchase price by calculating the present value
of the obligation that is due in 2013 using a discount rate for comparable transactions. The site
is currently occupied by the Greyhound Lines, Inc., Greyhound, which leased back the site under a
ten-year lease agreement with a termination option, at no penalty, after the second year.
Greyhound has announced that it intends to relocate its operations to nearby Union Station, at
which point the joint venture anticipates developing the 1.6 acre site, which can accommodate
development of up to approximately 712,000 square feet of office space. The development of the site will be managed by an affiliate of Perseus Realty, LLC. The property is located in
a former industrial area of Washington, D.C. where contaminated soil and/or groundwater are
commonly encountered due to past usage. The Company solicited a third party to quantify the
remediation needed at the property to remove any contaminates. The third party determined the
approximate cost of the site remediation to be $2.4 million, which the Company recorded as an
addition to Accounts payable and other liabilities on its consolidated balance sheets. The
Company anticipates owning 97% of the joint venture when the joint venture is fully capitalized. At acquisition, the fair value of the noncontrolling interest in the Greyhound property was approximately $1.2 million,
which equates to the Companys joint venture partners proportionate share of the purchase price.
The fair values of the assets and liabilities acquired in the third quarter of 2011 are as
follows (amounts in thousands): |
Land |
$ | 46,497 | ||
Acquired tenant improvements |
1,325 | |||
Building and improvements |
13,264 | |||
In-place leases |
2,249 | |||
Acquired leasing commissions |
351 | |||
Marketing and legal intangible |
188 | |||
Above-market leases acquired |
448 | |||
Total assets acquired |
64,322 | |||
Below-market leases assumed |
(91 | ) | ||
Environmental remediation obligation |
(2,350 | ) | ||
Deferred purchase price obligation |
(6,840 | ) | ||
Net assets acquired |
$ | 55,041 | ||
The fair values for the assets and liabilities acquired in 2011 are preliminary as the Company
continues to finalize their acquisition date fair value determination.
12
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At September 30, 2011, the weighted average amortization period of the Companys consolidated
intangible assets acquired in the third quarter of 2011 was 3.3 years. At September 30, 2011, the
intangible assets acquired during the third quarter are comprised of the following categories with
their respective weighted average amortization periods: acquired tenant
improvements 3.6 years; in-place leases 3.1 years; acquired leasing commissions 3.6 years;
marketing and legal expenses 3.4 years; above market leases 3.4 years; and below-market leases 4.4
years.
In March 2011, the Company acquired 840 First Street, NE, and, upon completion of the final
tax return by the prior ownership entity during the third quarter, the Company recognized a
deferred tax liability associated with the carryover basis of the property. As a result, the
Company recognized goodwill of approximately $4.8 million on its consolidated balance sheet
representing the residual difference between the consideration transferred and the acquisition date
fair value of the identifiable assets acquired and liabilities assumed, including deferred taxes
representing the difference between the fair value at acquisition and the carryover basis used for
income tax purposes.
(5) Notes Receivable
Below is a summary of the Companys notes receivable as of September 30, 2011 (dollars in
thousands):
Balance At September 30, 2011 | ||||||||||||||||||||
Unamortized | ||||||||||||||||||||
Origination | Interest | |||||||||||||||||||
Issued | Face Amount | Costs | Balance | Rate | Secured Property | |||||||||||||||
December 2010 |
$ | 25,000 | $ | (220 | ) | $ | 24,780 | 12.5 | % | 950 F Street, NW | ||||||||||
April 2011 |
30,000 | (136 | ) | 29,864 | 9.0 | % | Americas Square | |||||||||||||
$ | 55,000 | $ | (356 | ) | $ | 54,644 | ||||||||||||||
During the three and nine months ended September 30, 2011, the Company recorded interest
income of $1.5 million and $3.6 million, respectively, related to its notes receivable.
(6) Investment in Affiliates
The Company owns an interest in several properties for which it does not control the
activities that are most significant to the operations of the properties. As a result, the assets,
liabilities and operating results of these noncontrolled properties are not consolidated within the
Companys condensed consolidated financial statements. The Companys investment in these properties
is recorded as Investment in affiliates in its consolidated balance sheets.
Since January 1, 2010, the Company has had a 25% noncontrolling interest in the two separate
unconsolidated joint ventures that own RiversPark I and II. During the fourth quarter of 2010, the
Company entered into two separate joint ventures, in which it had a 50% noncontrolling interest, to
own 1750 H Street, NW and Aviation Business Park.
The net assets of the Companys unconsolidated joint ventures consisted of the following
(amounts in thousands):
September 30, 2011 | December 31, 2010 | |||||||
Assets: |
||||||||
Rental property, net |
$ | 103,415 | $ | 104,559 | ||||
Cash and cash equivalents |
2,919 | 1,706 | ||||||
Other assets |
9,838 | 11,442 | ||||||
Total assets |
116,172 | 117,707 | ||||||
Liabilities: |
||||||||
Mortgage loans(1) |
59,111 | 59,914 | ||||||
Other liabilities |
2,287 | 4,316 | ||||||
Total liabilities |
61,398 | 64,230 | ||||||
Net assets |
$ | 54,774 | $ | 53,477 | ||||
(1) | Of the total mortgage debt that encumbers the Companys unconsolidated
properties, $7.0 million is recourse to the Company. |
13
Table of Contents
The following table summarizes the results of operations of the Companys unconsolidated
joint ventures. The Companys share of earnings or losses related to its unconsolidated joint
ventures is recorded in its consolidated statements of operations as Equity in losses of
affiliates (amounts in thousands):
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Total revenues |
$ | 2,896 | $ | 1,158 | $ | 8,860 | $ | 3,459 | ||||||||
Total operating expenses |
(995 | ) | (237 | ) | (2,917 | ) | (887 | ) | ||||||||
Net operating income |
1,901 | 921 | 5,943 | 2,572 | ||||||||||||
Depreciation and amortization |
(1,274 | ) | (751 | ) | (3,835 | ) | (1,705 | ) | ||||||||
Other expenses, net |
(854 | ) | (471 | ) | (2,429 | ) | (1,402 | ) | ||||||||
Net loss |
$ | (227 | ) | $ | (301 | ) | $ | (321 | ) | $ | (535 | ) | ||||
(7) Discontinued Operations
The following table is a summary of property dispositions whose operating results are
reflected as discontinued operations in the Companys condensed consolidated statements of
operations:
Reporting | Disposition | Square | ||||||||
Segment | Date | Property Type | Feet | |||||||
Aquia Commerce Center I & II |
Northern Virginia | 6/22/2011 | Office | 64,488 | ||||||
Gateway West |
Maryland | 5/27/2011 | Office | 111,481 | ||||||
Old Courthouse Square |
Maryland | 2/18/2011 | Retail | 201,208 | ||||||
7561 Lindbergh Drive |
Maryland | 6/16/2010 | Industrial | 36,000 | ||||||
Deer Park |
Maryland | 4/23/2010 | Business Park | 171,125 | ||||||
584,302 | ||||||||||
The Company has had, and will have, no continuing involvement with any of its disposed
properties subsequent to their disposal. The operations of the disposed properties were not subject
to any income taxes. The Company did not dispose of or enter into any binding agreements to sell
any other properties during the nine months ended September 30, 2011 and 2010.
The following table summarizes the components of net loss from discontinued operations
(amounts in thousands):
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Revenues |
$ | | $ | 957 | $ | 1,055 | $ | 3,146 | ||||||||
Net loss, before gain on sale or taxes |
| (3,153 | ) | (2,827 | ) | (3,412 | ) | |||||||||
Gain on sale of real estate properties |
| | 1,954 | 557 |
14
Table of Contents
(8) Debt
The Companys borrowings consisted of the following (dollars in thousands):
September 30, | December 31, | |||||||
2011 | 2010 | |||||||
Mortgage loans, effective interest rates ranging from 4.40% to 7.29%, maturing at various dates
through June 2021 |
$ | 420,089 | $ | 319,096 | ||||
Exchangeable senior notes, net of discounts, effective interest rate of 5.84%, maturing December
2011(1) |
30,357 | 29,936 | ||||||
Series A senior notes, effective interest rate of 6.41%, maturing June 2013 |
37,500 | 37,500 | ||||||
Series B senior notes, effective interest rate of 6.55%, maturing June 2016 |
37,500 | 37,500 | ||||||
Secured term loan, effective interest rate of LIBOR plus 3.50%, maturing January 2014(2)(3) |
30,000 | 40,000 | ||||||
Secured term loan, effective interest rate of LIBOR plus 2.50%, matured August 2011(3)(4) |
| 20,000 | ||||||
Secured term loan, effective interest rate of LIBOR plus 3.50%, matured August 2011(3)(5) |
| 50,000 | ||||||
Unsecured term loan, effective interest rates ranging from LIBOR plus 2.15% to LIBOR plus 2.30%, with
staggered maturity dates ranging from July 2016 to July 2018(3)(5) |
175,000 | | ||||||
Unsecured revolving credit facility, effective interest rate of LIBOR plus 2.50%, maturing January
2015(3)(5)(6) |
142,000 | 191,000 | ||||||
$ | 872,446 | $ | 725,032 | |||||
(1) | The principal balance of the Exchangeable Senior Notes was $30.4
million at September 30, 2011 and December 31, 2010. |
|
(2) | On January 1, 2011, the loans applicable interest rate increased to LIBOR
plus 3.50% and will continue to increase by 100 basis points every year, to a maximum of 550
basis points. |
|
(3) | At September 30, 2011, LIBOR was 0.24%. |
|
(4) | On August 11, 2011, the Company repaid its $20.0 million secured term loan
with borrowings under its unsecured revolving credit facility. |
|
(5) | On July 18, 2011, the Company repaid its $50.0 million secured term loan
and paid down $117.0 million of the outstanding balance on its unsecured revolving credit
facility with proceeds from the issuance of a three-tranche $175.0 million unsecured term
loan. |
|
(6) | The unsecured revolving credit facility matures in January 2014 with a
one-year extension at the Companys option, which it intends to exercise. |
(a) Mortgage Loans
The following table provides a summary of the Companys mortgage debt at September 30, 2011
and December 31, 2010 (dollars in thousands):
Effective | ||||||||||||||||||||
Contractual | Interest | Maturity | September 30, | December 31, | ||||||||||||||||
Encumbered Property | Interest Rate | Rate | Date | 2011 | 2010 | |||||||||||||||
Indian Creek Court (1) |
7.80 | % | 5.90 | % | January 2011 | $ | | $ | 11,982 | |||||||||||
403/405 Glenn Drive (2) |
7.60 | % | 5.50 | % | July 2011 | | 7,960 | |||||||||||||
4612 Navistar Drive (2) |
7.48 | % | 5.20 | % | July 2011 | | 12,189 | |||||||||||||
Campus at Metro Park (3) |
7.11 | % | 5.25 | % | February 2012 | 21,917 | 22,556 | |||||||||||||
One Fair Oaks |
6.31 | % | 6.72 | % | June 2012 | 52,706 | | |||||||||||||
1434 Crossways Blvd Building II |
7.05 | % | 5.38 | % | August 2012 | 9,196 | 9,484 | |||||||||||||
Crossways Commerce Center |
6.70 | % | 6.70 | % | October 2012 | 23,839 | 24,179 | |||||||||||||
Newington Business Park Center |
6.70 | % | 6.70 | % | October 2012 | 15,037 | 15,252 | |||||||||||||
Prosperity Business Center |
6.25 | % | 5.75 | % | January 2013 | 3,414 | 3,502 | |||||||||||||
Aquia Commerce Center I(4) |
7.28 | % | 7.28 | % | February 2013 | | 353 | |||||||||||||
Cedar Hill |
6.00 | % | 6.58 | % | February 2013 | 15,944 | | |||||||||||||
Merrill Lynch Building |
6.00 | % | 7.29 | % | February 2013 | 13,639 | | |||||||||||||
1434 Crossways Blvd Building I |
6.25 | % | 5.38 | % | March 2013 | 8,014 | 8,225 | |||||||||||||
Linden Business Center |
6.01 | % | 5.58 | % | October 2013 | 6,959 | 7,080 | |||||||||||||
840 First Street, NE |
5.18 | % | 6.05 | % | October 2013 | 55,999 | | |||||||||||||
Owings Mills Business Center |
5.85 | % | 5.75 | % | March 2014 | 5,367 | 5,448 | |||||||||||||
Annapolis Commerce Park East |
5.74 | % | 6.25 | % | June 2014 | 8,394 | 8,491 | |||||||||||||
Cloverleaf Center |
6.75 | % | 6.75 | % | October 2014 | 16,984 | 17,204 | |||||||||||||
Plaza 500, Van Buren Business
Park, Rumsey Center, Snowden
Center, Greenbrier Technology
Center II, Norfolk Business Center,
Northridge I & II and 15395 John
Marshall Highway |
5.19 | % | 5.19 | % | August 2015 | 98,056 | 99,151 |
15
Table of Contents
Effective | ||||||||||||||||||||
Contractual | Interest | Maturity | September 30, | December 31, | ||||||||||||||||
Encumbered Property | Interest Rate | Rate | Date | 2011 | 2010 | |||||||||||||||
Hanover Business Center: |
||||||||||||||||||||
Building D |
8.88 | % | 6.63 | % | August 2015 | 551 | 642 | |||||||||||||
Building C |
7.88 | % | 6.63 | % | December 2017 | 951 | 1,041 | |||||||||||||
Chesterfield Business Center: |
||||||||||||||||||||
Buildings C,D,G and H |
8.50 | % | 6.63 | % | August 2015 | 1,449 | 1,681 | |||||||||||||
Buildings A,B,E and F |
7.45 | % | 6.63 | % | June 2021 | 2,277 | 2,398 | |||||||||||||
7458 Candlewood Road Note 1 |
4.67 | % | 6.04 | % | January 2016 | 4,722 | 4,761 | |||||||||||||
7458 Candlewood Road Note 2 |
6.57 | % | 6.30 | % | January 2016 | 9,779 | 9,938 | |||||||||||||
Gateway Centre, Building I |
7.35 | % | 5.88 | % | November 2016 | 1,060 | 1,189 | |||||||||||||
500 First Street, NW |
5.72 | % | 5.79 | % | July 2020 | 38,409 | 38,793 | |||||||||||||
Battlefield Corporate Center |
4.26 | % | 4.40 | % | November 2020 | 4,184 | 4,289 | |||||||||||||
Airpark Business Center |
7.45 | % | 6.63 | % | June 2021 | 1,242 | 1,308 | |||||||||||||
Total Mortgage Debt |
5.98 | %(5) | $ | 420,089 | $ | 319,096 | ||||||||||||||
(1) | The loan was repaid in January 2011 with available cash. |
|
(2) | The loan was repaid in July 2011 with borrowings under the Companys
unsecured revolving credit facility. |
|
(3) | The maturity date presented for the loan represents the anticipated
repayment date of the loan, after which date the interest rate on the loan will increase to a
predetermined amount identified in the debt agreement. The effective interest rate was
calculated based on the anticipated period the debt is expected to be outstanding. |
|
(4) | The loan was repaid in April 2011 with available cash. |
|
(5) | Weighted average interest rate on total mortgage debt. |
(b) Unsecured Term Loan
On July 18, 2011, the Company entered into a three-tranche $175.0 million unsecured term loan.
The unsecured term loans three tranches have maturity dates staggered in one-year intervals.
Tranche A has an outstanding balance of $60.0 million at an interest rate of LIBOR plus 215 basis
points and matures on July 18, 2016. Tranche B has an outstanding balance of $60.0 million at an
interest rate of LIBOR plus 225 basis points and matures on July 18, 2017. Tranche C has an
outstanding balance of $55.0 million at an interest rate of LIBOR plus 230 basis points and matures
on July 18, 2018. The term loan agreement contains various restrictive covenants substantially
similar to those contained in the Companys revolving credit facility, including with respect to
liens, indebtedness, investments, distributions, mergers and asset sales. In addition, the
agreement requires that the Company satisfy certain financial covenants that are also substantially
similar to those contained in the Companys revolving credit facility. The agreement also includes
customary events of default, the occurrence of which, following any applicable cure period, would
permit the lenders to, among other things, declare the principal, accrued interest and other
obligations of the Company under the agreement to be immediately due and payable. The Company used
the funds to pay down $117.0 million of the outstanding balance on its unsecured revolving credit
facility, to repay its $50.0 million senior secured term loan and for other general corporate
purposes.
(c) Unsecured Revolving Credit Facility
During the third quarter of 2011, the Company repaid $117.0 million of the outstanding balance
of its unsecured revolving credit facility with proceeds from the issuance of a $175.0 million
unsecured term loan. During the third quarter of 2011, the Company borrowed $95.0 million on its
unsecured revolving credit facility to fund the acquisition of 1005 First Street, NE, to repay the
outstanding balance on two mortgage loans, to repay its $20.0 million secured term loan and for
general corporate purposes. For the three and nine months ended September 30, 2011, the Companys
weighted average borrowings outstanding on its unsecured revolving credit facility were $133.9
million and $133.3 million, respectively, with a weighted average interest rate of 2.7% and 3.0%,
respectively, compared with weighted average borrowings of $125.7 million and $120.5 million with a
weighted average interest rate of 3.3% and 3.6% for the three and nine months ended September 30,
2010, respectively. At September 30, 2011, outstanding borrowings under the unsecured revolving
credit facility were $142.0 million. The Company is required to pay an annual commitment fee of
0.25% based on the amount of unused capacity under the unsecured revolving credit facility, which
was $113.0 million at September 30, 2011.
(d) Interest Rate Swap Agreements
During the third quarter of 2011, the Company entered into five interest rate swap agreements
that fixed LIBOR on $150.0 million of its variable rate debt. As of September 30, 2011, the Company
has hedged $200.0 million of its variable rate debt through six interest rate swap agreements. See
footnote 9, Derivative Instruments and Comprehensive Loss for more information about the Companys
interest rate swap agreements.
16
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(e) Debt Covenants
Certain of the Companys subsidiaries are borrowers on mortgage loans, the terms of which
prohibit certain direct or indirect transfers of ownership interests in the borrower subsidiary (a
Prohibited Transfer). Under the terms of the mortgage loan documents, a lender could assert that
a Prohibited Transfer includes the trading of the Companys common shares on the NYSE, the issuance
of common shares by the Company, or the issuance of units of limited partnership interest in the
Operating Partnership. As of September 30, 2011, the Company believes that there were six mortgage
loans with such Prohibited Transfer provisions, representing an aggregate principal amount
outstanding of approximately $57.2 million, of which two mortgages totaling $38.9 million are
scheduled to mature in 2012. Two of these mortgage loans were entered into prior to the Companys
initial public offering (IPO) in 2003 and four were assumed subsequent to its IPO. In each
instance, the Company received the consent of the mortgage lender to consummate its IPO (for the
two pre-IPO loans) or to acquire the property or the ownership interests of the borrower (for the
post-IPO loans), including the assumption by its subsidiary of the mortgage loan. Generally, the
underlying mortgage documents, previously applicable to a privately held owner, were not changed at
the time of the IPO or the later loan assumptions, although the Company believes that each of the
lenders or servicers was aware that the borrowers ultimate parent was or would become a publicly
traded company. Subsequent to the IPO and the assumption of these additional mortgage loans, the
Company has issued new common shares and shares of the Company have been transferred on the New
York Stock Exchange. Similarly, the Operating Partnership has issued units of limited partnership
interest. To date, no lender or servicer has asserted that a Prohibited Transfer has occurred as a
result of any such transfer of shares or units of limited partnership interest. If a lender were to
be successful in any such action, the Company could be required to immediately repay or refinance
the amounts outstanding, or the lender may be able to foreclose on the property securing the loan
or take other adverse actions. In addition, in certain cases a Prohibited Transfer could result in
the loan becoming fully recourse to the Company or its Operating Partnership. In addition, if a
violation of a Prohibited Transfer provision were to occur that would permit the Companys mortgage
lenders to accelerate the indebtedness owed to them, it could result in an event of default under
the Companys Series A and Series B Senior Notes, its unsecured revolving credit facility, its
unsecured term loan, its secured term loan and its Exchangeable Senior Notes.
At September 30, 2011, the Company was in compliance with all of the financial covenants
associated with its debt instruments.
(9) Income Taxes
The Company owns properties located in Washington, D.C. that are subject to local income based
franchise taxes. During the three and nine months ended September 30, 2011, the Company recognized
a benefit for income taxes of $0.2 million and $0.7 million, respectively, related to franchise
taxes levied by the city of Washington, D.C. at an effective rate of 9.975%. The Company acquired
its first property in Washington, D.C. that was subject to local franchise taxes in the fourth
quarter of 2010 and was not subject to any franchise taxes during the three and nine months ended
September 30, 2010.
The Company recognizes deferred tax assets only to the extent that it is more likely than not
that deferred tax assets will be realized based on consideration of available evidence, including
future reversals of existing taxable temporary differences, future projected taxable income and tax
planning strategies. The Companys deferred tax assets and liabilities are primarily associated
with differences in the GAAP and tax basis of its real estate assets arising from acquisition
costs, intangible assets and deferred market rent assets and liabilities that are associated with
properties located in Washington, D.C. and recorded in its consolidated balance sheets. As of
September 30, 2011 and December 31, 2010, the Company recorded its deferred tax assets within
Prepaid expenses and other assets and recorded its deferred tax liabilities within Accounts
payable and other liabilities in the Companys consolidated balance sheets.
The Company has not recorded a valuation allowance against its deferred tax assets as it
determined that is more likely than not that future operations will generate sufficient taxable
income to realize the deferred tax assets. The Company has not recognized any deferred tax assets
or liabilities as a result of uncertain tax positions and has no material net operating loss,
capital loss or alternative minimum tax carryovers. There was no (benefit) provision for income
taxes associated with the Companys discontinued operations for any period presented. At September 30, 2011, the Company had deferred tax assets totaling $1.3 million and deferred tax liabilities totaling $5.0 million.
17
Table of Contents
(10) Derivative Instruments and Comprehensive Loss
The Company is exposed to certain risks arising from business operations and economic factors.
The Company uses derivative financial instruments to manage exposures that arise from business
activities in which its future exposure to interest rate fluctuations is unknown. The objective in
the use of an interest rate derivative is to add stability to interest expenses and manage exposure
to interest rate changes. No hedging activity can completely insulate the Company from the risks
associated
with changes in interest rates. Moreover, interest rate hedging could fail to protect the
Company or adversely affect it because, among other things:
| available interest rate hedging may not correspond directly with the interest rate risk
for which the Company seeks protection; |
| the duration of the hedge may not match the duration of the related liability; |
| the party owing money in the hedging transaction may default on its obligation to pay;
and |
| the credit quality of the party owing money on the hedge may be downgraded to such an
extent that it impairs the Companys ability to sell or assign its side of the hedging
transaction. |
The Company enters into interest rate swap agreements to hedge its exposure on its variable
rate debt against fluctuations in prevailing interest rates. The interest rate swap agreements fix
LIBOR to a specified interest rate; however, the swap agreements do not affect the contractual
spreads associated with each variable debt instruments applicable interest rate. During the third
quarter of 2011, the Company entered into five interest rate swap agreements that fixed LIBOR on
$150.0 million of its variable rate debt. At September 30, 2011, the Company has hedged $200.0
million of its variable rate debt through six interest rate swap agreements.
The table below summarizes the Companys interest rate swap agreements as of September 30,
2011 (dollars in thousands):
Interest Rate | ||||||||||||||||
Contractual | Fixed LIBOR | |||||||||||||||
Effective Date | Maturity Date | Amount | Component | Interest Rate | ||||||||||||
January 2011(1) |
January 2014 | $ | 50,000 | LIBOR | 1.474 | % | ||||||||||
July 2011 |
July 2016 | 35,000 | LIBOR | 1.754 | % | |||||||||||
July 2011 |
July 2016 | 25,000 | LIBOR | 1.7625 | % | |||||||||||
July 2011 |
July 2017 | 30,000 | LIBOR | 2.093 | % | |||||||||||
July 2011 |
July 2017 | 30,000 | LIBOR | 2.093 | % | |||||||||||
September 2011 |
July 2018 | 30,000 | LIBOR | 1.660 | % | |||||||||||
$ | 200,000 | |||||||||||||||
(1) | The Company entered into this interest rate swap agreement in July 2010. |
The Companys interest rate swap agreements are designated as effective cash flow hedges
and the Company records any unrealized gains associated with the change in fair value of the swap
agreements within equity and Prepaid expenses and other assets and any unrealized losses within
equity and Accounts payable and other liabilities. The Company records its proportionate share of
unrealized gains or losses on its cash flow hedges associated with its unconsolidated joint
ventures within equity and Investment in affiliates.
In September 2008, the Company entered into an interest rate swap agreement that fixed the
$28.0 million variable rate mortgage encumbering RiversPark I and II at 5.97%. The mortgage has a
contractual interest rate of LIBOR plus 2.50%. On March 17, 2009 and January 1, 2010, the Company
deconsolidated the joint ventures that own RiversPark II and RiversPark I, respectively. As a
result, the $28.0 million mortgage loan and related interest rate swap for RiversPark I and II are
not consolidated in the Companys consolidated financial statements. The interest rate swap
agreement matured in September 2011.
Total comprehensive loss is summarized as follows (amounts in thousands):
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Net loss |
$ | (3,712 | ) | $ | (2,935 | ) | $ | (6,853 | ) | $ | (5,109 | ) | ||||
Unrealized (loss)
gain on derivative
instruments |
(4,817 | ) | (518 | ) | (5,100 | ) | 605 | |||||||||
Total comprehensive loss |
(8,529 | ) | (3,453 | ) | (11,953 | ) | (4,504 | ) | ||||||||
Comprehensive loss
attributable to
noncontrolling
interests |
494 | 65 | 716 | 89 | ||||||||||||
Comprehensive loss
attributable to First
Potomac Realty Trust |
$ | (8,035 | ) | $ | (3,388 | ) | $ | (11,237 | ) | $ | (4,415 | ) | ||||
18
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(11) Fair Value Measurements
The Company adopted accounting provisions that outline a valuation framework and create a fair
value hierarchy, which distinguishes between assumptions based on market data (observable inputs)
and a reporting entitys own assumptions about market data (unobservable inputs). The new
disclosures increase the consistency and comparability of fair value measurements and the related
disclosures. Fair value is identified, under the standard, as the price that would be received to
sell an asset or paid to transfer a liability between willing third parties at the measurement date
(an exit price). In accordance with GAAP, certain assets and liabilities must be measured at fair
value, and the Company provides the necessary disclosures that are required for items measured at
fair value as outlined in the accounting requirements regarding fair value.
Financial assets and liabilities, as well as those non-financial assets and liabilities
requiring fair value measurement, are measured using inputs from three levels of the fair value
hierarchy.
The three levels are as follows:
Level 1 Inputs are quoted prices (unadjusted) in active markets for identical assets or
liabilities that the Company has the ability to access at the measurement date. An active market is
defined as a market in which transactions for the assets or liabilities occur with sufficient
frequency and volume to provide pricing information on an ongoing basis.
Level 2 Inputs include quoted prices for similar assets and liabilities in active markets,
quoted prices for identical or similar assets or liabilities in markets that are not active
(markets with few transactions), inputs other than quoted prices that are observable for the asset
or liability (i.e., interest rates, yield curves, etc.), and inputs derived principally from or
corroborated by observable market data correlation or other means (market corroborated inputs).
Level 3 Unobservable inputs, only used to the extent that observable inputs are not
available, reflect the Companys assumptions about the pricing of an asset or liability.
In accordance with accounting provisions and the fair value hierarchy described above, the
following table shows the fair value of the Companys consolidated assets and liabilities that are
measured on a non-recurring and recurring basis as of September 30, 2011 and December 31, 2010
(amounts in thousands):
Balance at | ||||||||||||||||
September 30, 2011 | Level 1 | Level 2 | Level 3 | |||||||||||||
Non-recurring Measurement: |
||||||||||||||||
Impaired real estate asset |
$ | 5,750 | $ | | $ | | $ | 5,750 | ||||||||
Recurring Measurements: |
||||||||||||||||
Derivative instrument-swap instruments |
$ | 5,660 | $ | | $ | 5,660 | $ | | ||||||||
Contingent consideration related to acquisition of: |
||||||||||||||||
Ashburn Center |
1,398 | | | 1,398 | ||||||||||||
840 First Street, NE |
745 | | | 745 |
Balance at | ||||||||||||||||
December 31, 2010 | Level 1 | Level 2 | Level 3 | |||||||||||||
Non-recurring Measurement: |
||||||||||||||||
Impaired real estate assets |
$ | 10,950 | $ | | $ | 10,950 | $ | | ||||||||
Recurring Measurements: |
||||||||||||||||
Derivative instrument-swap instrument |
396 | | 396 | | ||||||||||||
Contingent consideration related to acquisition of: |
||||||||||||||||
Ashburn Center |
1,398 | | | 1,398 |
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Impairment of Real Estate Assets
The Company regularly reviews market conditions for possible impairment of a propertys
carrying value. When circumstances such as adverse market conditions, changes in managements
intended holding period or potential sale to a third party indicate a possible impairment of a
property, an impairment analysis is performed.
During the third quarter of 2011, the Company incurred a $3.1 million impairment charge on its
Airpark Place property located in its Maryland reporting segment. Due to the shortening of the
anticipated holding period for this property, management has identified a triggering event for the
evaluation of a possible impairment. The Company determined the fair value of the property through
an assessment of market data and through an income approach based on discounted cash flows
anticipated over a reduced holding period.
On December 29, 2010, the Company acquired 7458 Candlewood Road, which is located in the
Companys Maryland reporting segment. Due to the bankruptcy of an acquired tenant, the Company
realized an impairment charge of $2.4 million to reflect the fair value of the intangible asset
associated with the tenants lease, which was determined to have no value. The non-recoverable
value of the intangible assets was based on, among other items, an analysis of current market
rates, the present value of future cash flows that were discounted using capitalization rates,
lease renewal probabilities, hypothetical leasing timeframes, historical leasing commissions,
expected value of tenant improvements and recently executed leases.
In September 2010, the Company adjusted its anticipated holding period for its Old Courthouse
Square property, which is located in the Companys Maryland reporting segment. The Company entered
into a non-binding contract to sell the asset in October 2010. As a result, the Company realized a
$3.4 million impairment charge to reduce the propertys carrying value to reflect its fair value,
less any potential selling costs. The property was sold on February 18, 2011 for net proceeds of
$10.8 million. The Company determined the fair value of the property through an assessment of
market data in working with a real estate broker on the transaction and based on the execution of a
non-binding letter of intent. The fair value was further validated through an income approach based
on discounted cash flows that reflected a reduced holding period.
The Company incurred impairment charges of $3.1 million and $5.8 million for the three and
nine months ended September 30, 2011, respectively, compared with $3.4 million and $4.0 million for
the three and nine months ended September 30, 2010, respectively. The Company recorded the $3.1
million Airpark Place impairment charge described above within continuing operations on its
consolidated statements of operations, the remaining impairment charges incurred during the three
and nine months ended September 30, 2011 and 2010 relate to properties that were subsequently
disposed of and are recorded within discontinued operations on the Companys consolidated
statements of operations.
Interest Rate Derivatives
On January 18, 2011, the Company fixed LIBOR at 1.474% on $50.0 million of its variable rate
debt through an interest rate swap agreement that matures on January 15, 2014. During the third
quarter of 2011, the Company entered into five interest rate swap agreements that fixed LIBOR on
$150.0 million of its variable rate debt with staggered maturities between July 2016 and 2018. The
derivatives are fair valued based on prevailing market yield curves on the measurement date. Also,
the Company evaluates counter-party risk in calculating the fair value of the interest rate swap
derivative instruments. The Companys interest rate swap derivatives are an effective cash flow
hedge and any change in fair value is recorded in the Companys equity section as Accumulated
Other Comprehensive Loss.
The Company uses a third party to assist with the valuation of its interest rate swap
agreements. The third party takes a daily snapshot of the market to obtain close of business
rates. The snapshot includes over 7,500 rates including LIBOR fixings, Eurodollar futures, swap
rates, exchange rates, treasuries, etc. This market data is obtained via direct feeds from
Bloomberg and Reuters and from Inter-Dealer Brokers. The selected rates are compared to their
historical values. Any rate that has changed by more than normal mean and related standard
deviation would be considered an outlier and flagged for further investigation. The rates are then
compiled through a valuation process that generates daily valuations, which are used to value the
Companys interest rate swap agreements.
20
Table of Contents
A summary of the Companys interest rate derivative liabilities which are included in
Accounts payable and other liabilities in the Companys consolidated balance sheets, is as
follows (amounts in thousands):
Nine Months Ended | ||||||||
September 30, | ||||||||
2011 | 2010 | |||||||
Beginning balance at January 1, |
$ | 396 | $ | 1,741 | ||||
Deconsolidation (1) |
| (396 | ) | |||||
Unrealized loss (gain) |
5,264 | (541 | ) | |||||
Ending balance at September 30, |
$ | 5,660 | $ | 804 | ||||
(1) | On January 1, 2010, the Company deconsolidated RiversPark I and all its
assets and liabilities, including its interest rate derivative liability, were removed
from the Companys consolidated balance sheets. |
Contingent Consideration
On March 25, 2011, the Company acquired 840 First Street, NE, in Washington, D.C. for an
aggregate purchase price of $90.0 million, with up to $10.0 million of additional consideration
payable in Operating Partnership units upon the terms of a lease renewal by the buildings sole
tenant or the re-tenanting of the property through November 2013. Based on assessment of the
probability of renewal and anticipated lease rates, the Company recorded a contingent consideration
obligation of $9.4 million at acquisition. In July 2011, the buildings sole tenant renewed its
lease through August 2023 on the entire building with the exception of two floors. As a result, the
Company issued 544,673 Operating Partnership units to satisfy $7.1 million of its contingent
consideration obligation. The Company recognized a $1.5 million gain associated with the issuance
of the additional units, which represented the difference between the contractual value of the
units and the fair value of the units at the date of issuance. At September 30, 2011, the remaining
contingent consideration obligation was $0.7 million, which may result in the issuance of
additional units dependent upon the leasing of any of the vacant space. The fair value of the
contingent consideration obligation was determined based on several probability weighted discounted
cash flow scenarios that projected stabilization being achieved at certain timeframes. The fair
value was based, in part, on significant inputs, which are not observable in the market, thus
representing a Level 3 measurement in accordance with the fair value hierarchy.
The Company has a contingent consideration obligation associated with the 2009 acquisition of
Ashburn Center. As part of the acquisition price of Ashburn Center, the Company entered into a fee
agreement with the seller under which the Company will be obligated to pay additional consideration
upon the property achieving stabilization per specified terms of the agreement. The Company
determines the fair value of the obligation through an income approach based on discounted cash
flows that project stabilization being achieved within a certain timeframe. The more significant
inputs associated with the fair value determination of the contingent consideration include
estimates of capitalization rates, discount rates and various assumptions regarding the propertys
operating performance and profitability.
The Company did not recognize any additional gains or losses associated with its contingent
consideration for the three and nine months ended September 30, 2011 or the three months ended
September 30, 2010. During the first quarter of 2010, the Company fully leased the Ashburn Center,
which resulted in an increase in its potential obligation, and recorded a $0.7 million increase in
its contingent consideration to reflect the increase in the Companys potential obligation with a
corresponding entry to Contingent Consideration Related to Acquisition of Property in its
consolidated statements of operations. The Company has classified its contingent consideration
liabilities within Accounts payable and other liabilities and any changes in its fair value
subsequent to their acquisition date valuation are charged to earnings. There was no significant
change in the fair value of the contingent consideration during the quarter ended September 30,
2010.
A summary of the Companys consolidated contingent consideration obligations is as follows
(amounts in thousands):
Nine Months Ended | ||||||||
September 30, | ||||||||
2011 | 2010 | |||||||
Beginning balance at January 1, |
$ | 1,398 | $ | 688 | ||||
Change in fair value |
(1,487 | ) | 710 | |||||
Additions to contingent consideration obligation |
9,356 | | ||||||
Satisfaction of contingent consideration obligation |
(7,124 | ) | | |||||
Ending balance at September 30, |
$ | 2,143 | $ | 1,398 | ||||
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With the exception of its contingent consideration obligation, the Company did not re-measure
or complete any transactions involving non-financial assets or non-financial liabilities that are
measured on a recurring basis during the nine months ended
September 30, 2011 and 2010. Also, no transfers
into and out of fair value measurements levels occurred during the nine months ended September 30,
2011 or 2010.
Financial Instruments
The carrying amounts of cash equivalents, accounts and other receivables, accounts
payable and other liabilities, with the exception of any items listed above, approximate their fair
values due to their short-term maturities. The Company uses third parties with mezzanine lending
expertise to value its notes receivable based on comparable deals, market analysis and underlying
asset operating results. The Company calculates the fair value of its debt instruments by
discounting future contractual principal and interest payments using prevailing market rates for
securities with similar terms and characteristics at the balance sheet date. The carrying amount
and estimated fair value of the Companys note receivables and debt instruments at September 30,
2011 and December 31, 2010 are as follows (amounts in thousands):
September 30, 2011 | December 31, 2010 | |||||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||||
Value | Value | Value | Value | |||||||||||||
Financial Assets: |
||||||||||||||||
Notes receivable(1) |
$ | 54,644 | $ | 55,000 | $ | 24,750 | $ | 24,750 | ||||||||
Financial Liabilities: |
||||||||||||||||
Mortgage debt |
$ | 420,089 | $ | 431,231 | $ | 319,096 | $ | 316,169 | ||||||||
Exchangeable senior notes(2) |
30,357 | 30,564 | 29,936 | 30,412 | ||||||||||||
Series A senior notes |
37,500 | 38,596 | 37,500 | 37,850 | ||||||||||||
Series B senior notes |
37,500 | 39,582 | 37,500 | 37,251 | ||||||||||||
Secured term loan |
30,000 | 29,998 | 110,000 | 109,976 | ||||||||||||
Unsecured term loan |
175,000 | 174,667 | | | ||||||||||||
Unsecured revolving credit facility |
142,000 | 141,831 | 191,000 | 191,073 | ||||||||||||
Total |
$ | 872,446 | $ | 886,469 | $ | 725,032 | $ | 722,731 | ||||||||
(1) | The face value of the Companys notes receivable was $55.0 million at
September 30, 2011 and $25.0 million at December 31, 2010. |
|
(2) | The face value of the notes was $30.4 million at September 30, 2011 and December
31, 2010. |
(12) Equity
On August 12, 2011, the Company paid a dividend of $0.20 per share to common shareholders of
record as of August 5, 2011 and paid a dividend of $0.484375 per share to preferred shareholders of
record as of August 5, 2011. On October 25, 2011, the Company declared a dividend of $0.20 per
common share, which is payable on November 11, 2011 to common shareholders of record as of November
4, 2011 and a dividend of $0.484375 per share on its Series A Preferred Shares, which is payable on
November 15, 2011 to preferred shareholders of record as of November 4, 2011. Dividends on all
non-vested share awards are recorded as a reduction of shareholders equity. For each dividend
paid by the Company on its common stock, the Operating Partnership distributes an equivalent
distribution on its Operating Partnership units.
On November 1, 2011, the Company began issuing shares of its common
stock under its control equity offering program. During 2010, the
Company issued 0.5 million common shares through its controlled
equity program, which generated net proceeds of approximately
$7.3 million.
22
Table of Contents
As a result of the redemption feature of the Operating Partnership units requiring delivery of
registered shares of the Company, the noncontrolling interests associated with the Operating
Partnerhsip are recorded outside of permanent equity. The Companys equity and redeemable
noncontrolling interests are as follows (amounts in thousands):
Non- | ||||||||||||||||
First | redeemable | Redeemable | ||||||||||||||
Potomac | noncontrolling | noncontrolling | ||||||||||||||
Realty Trust | interests | Total Equity | interests | |||||||||||||
Balance, December 31, 2010 |
$ | 614,983 | $ | 3,077 | $ | 618,060 | $ | 16,122 | ||||||||
Net (loss) income |
(6,391 | ) | 7 | (6,384 | ) | (476 | ) | |||||||||
Changes in ownership, net |
115,322 | 2,153 | 117,475 | 25,096 | ||||||||||||
Distributions to owners |
(35,125 | ) | | (35,125 | ) | (1,142 | ) | |||||||||
Other comprehensive loss |
(4,860 | ) | | (4,860 | ) | (240 | ) | |||||||||
Balance, September 30, 2011 |
$ | 683,929 | $ | 5,237 | $ | 689,166 | $ | 39,360 | ||||||||
Non- | ||||||||||||||||
First | redeemable | Redeemable | ||||||||||||||
Potomac | noncontrolling | noncontrolling | ||||||||||||||
Realty Trust | interests | Total Equity | interests | |||||||||||||
Balance, December 31, 2009 |
$ | 377,759 | $ | | $ | 377,759 | $ | 9,585 | ||||||||
Net loss |
(5,006 | ) | | (5,006 | ) | (103 | ) | |||||||||
Changes in ownership, net |
107,155 | | 107,155 | 1,862 | ||||||||||||
Distributions to owners |
(21,115 | ) | | (21,115 | ) | (439 | ) | |||||||||
Other comprehensive income |
591 | | 591 | 14 | ||||||||||||
Balance, September 30, 2010 |
$ | 459,384 | $ | | $ | 459,384 | $ | 10,919 | ||||||||
(13) Noncontrolling Interests in Partnerships
(a) Noncontrolling Interests in Operating Partnership
Noncontrolling interests relate to the interests in the Operating Partnership not owned by the
Company. Interests in the Operating Partnership are owned by limited partners who contributed
buildings and other assets to the Operating Partnership in exchange for Operating Partnership
units. Limited partners have the right to tender their units for redemption in exchange for, at the
Companys option, common shares of the Company on a one-for-one basis or cash based on the fair
value of the Companys common shares at the date of redemption. Unitholders receive a distribution
per unit equivalent to the dividend per common share.
Differences between amounts paid to redeem noncontrolling interests and their carrying values
are charged or credited to equity. As a result of the redemption feature of the Operating
Partnership units, the noncontrolling interests are recorded outside of permanent equity.
Noncontrolling interests are presented at the greater of their fair value or their cost basis,
which is comprised of their fair value at issuance, subsequently adjusted for the noncontrolling
interests share of net income, losses, distributions received, preferred dividends paid or
additional contributions. Based on the closing share price of the Companys common stock at
September 30, 2011, the cost to acquire, through cash purchase or issuance of the Companys common
shares, all of the outstanding Operating Partnership units not owned by the Company would be
approximately $36.4 million.
At December 31, 2010, 958,473 Operating Partnership units, or 1.9%, were not owned by the
Company. During the nine months ended September 30, 2011, the Company issued 1,963,388 Operating
Partnership units valued at $28.8 million to partially fund the acquisition of 840 First Street,
NE, which included the partial retirement of a contingent consideration obligation entered into
with the seller at acquisition. Also during the nine months ended September 30, 2011, 1,300
Operating Partnership units were redeemed for 1,300 common shares fair valued at $19 thousand. As a
result, 2,920,561 of the total outstanding Operating Partnership units, or 5.5%, were not owned by
the Company at September 30, 2011. There were no Operating Partnership units redeemed with
available cash during the nine months ended September 30, 2011.
23
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(b) Noncontrolling Interests in Consolidated Partnerships
When the Company is deemed to have a controlling interest in a partially-owned entity, it will
consolidate all of the entitys assets, liabilities and operating results within its condensed
consolidated financial statements. The cash contributed to the consolidated entity by the third
party, if any, will be reflected in the permanent equity section of the Companys consolidated
balance sheets to the extent they are not mandatorily redeemable. The amount will be recorded based
on the third partys initial investment in the consolidated entity and will be adjusted to reflect
the third partys share of earnings or losses in the consolidated entity and any distributions
received or additional contributions made by the third party. The earnings or losses from the
entity attributable to the third party are recorded as a component of net loss attributable to
noncontrolling interests.
At September 30, 2011, the Companys consolidated joint ventures owned the following
properties:
First Potomac | ||||||||||||
Controlling | Square | |||||||||||
Property | Acquired | Reporting Segment | Interest | Footage | ||||||||
Redland Corporate Center II & III |
November 2010 | Maryland | 97 | % | 348,266 | |||||||
1005 First Street, NE |
August 2011 | Washington, D.C. | 97 | % | 30,414 | (1) | ||||||
1200 17th Street, NW |
October 2011(2) | Washington, D.C. | 95 | %(2) | 85,000 | (2) |
(1) | The site is currently occupied by the Greyhound Bus Lines, Inc., which has
announced its intention to relocate. Upon the tenant leaving, the Company intends on
re-developing the site, which can accommodate up to 712,000 square feet of office space. |
|
(2) | The Company entered into a joint venture in the first quarter of 2011, which
acquired the property in October 2011. The Company intends on demolishing the current
building and constructing a 170,000 square foot office building. When fully capitalized,
the Company anticipates owning a 95% interest in the joint venture. |
(14) Segment Information
The Companys reportable segments consist of four distinct reporting and operational segments
within the greater Washington D.C, region in which it operates: Maryland, Washington, D.C.,
Northern Virginia and Southern Virginia. Prior to 2011, the Company had reported its properties
located in Washington, D.C. within its Northern Virginia reporting segment. However, due to the
Companys growth within the Washington, D.C. region, it has altered its internal structure, which
includes changing the Companys internal decision making process regarding its Washington, D.C.
properties. Therefore, the Company feels it is appropriate to separate the properties owned in
Washington, D.C. into its own reporting segment.
The Company evaluates the performance of its segments based on the operating results of the
properties located within each segment, which excludes large non-recurring gains and losses, gains
from sale of real estate assets, interest expense, general and administrative costs, acquisition
costs or any other indirect corporate expense to the segments. In addition, the segments do not
have significant non-cash items other than straight-line and deferred market rent amortization
reported in their operating results. There are no inter-segment sales or transfers recorded between
segments.
24
Table of Contents
The results of operations for the Companys four reportable segments are as follows (dollars
in thousands):
Three months ended September 30, 2011 | ||||||||||||||||||||
Maryland | Washington, D.C. | Northern Virginia | Southern Virginia | Consolidated | ||||||||||||||||
Number of buildings |
67 | 4 | 55 | 57 | 183 | |||||||||||||||
Square feet |
3,875,397 | 666,714 | 3,663,645 | 5,649,485 | 13,855,241 | |||||||||||||||
Total revenues |
$ | 13,045 | $ | 6,540 | $ | 12,978 | $ | 12,551 | $ | 45,114 | ||||||||||
Property operating expense |
(3,336 | ) | (1,339 | ) | (3,031 | ) | (3,505 | ) | (11,211 | ) | ||||||||||
Real estate taxes and insurance |
(1,235 | ) | (814 | ) | (1,198 | ) | (1,006 | ) | (4,253 | ) | ||||||||||
Total property operating income |
$ | 8,474 | $ | 4,387 | $ | 8,749 | $ | 8,040 | 29,650 | |||||||||||
Depreciation and amortization expense |
(16,088 | ) | ||||||||||||||||||
General and administrative |
(4,354 | ) | ||||||||||||||||||
Acquisition costs |
(1,737 | ) | ||||||||||||||||||
Change in contingent consideration
related to acquisition of property |
1,487 | |||||||||||||||||||
Impairment of real estate asset |
(3,111 | ) | ||||||||||||||||||
Benefit from income taxes |
195 | |||||||||||||||||||
Other expenses, net |
(9,754 | ) | ||||||||||||||||||
Net loss |
$ | (3,712 | ) | |||||||||||||||||
Capital expenditures(1) |
$ | 3,570 | $ | 514 | $ | 5,216 | $ | 2,090 | $ | 12,297 | ||||||||||
Three Months Ended September 30, 2010 | ||||||||||||||||||||
Maryland | Washington, D.C.(2) | Northern Virginia | Southern Virginia | Consolidated | ||||||||||||||||
Number of buildings |
68 | 1 | 51 | 54 | 174 | |||||||||||||||
Square feet |
3,414,417 | 129,035 | 3,189,198 | 5,263,025 | 11,995,675 | |||||||||||||||
Total revenues |
$ | 10,596 | $ | 1,471 | $ | 9,681 | $ | 11,951 | $ | 33,699 | ||||||||||
Property operating expense |
(2,536 | ) | (337 | ) | (2,120 | ) | (2,679 | ) | (7,672 | ) | ||||||||||
Real estate taxes and insurance |
(1,046 | ) | (191 | ) | (715 | ) | (996 | ) | (2,948 | ) | ||||||||||
Total property operating income |
$ | 7,014 | $ | 943 | $ | 6,846 | $ | 8,276 | 23,079 | |||||||||||
Depreciation and amortization expense |
(10,608 | ) | ||||||||||||||||||
General and administrative |
(3,475 | ) | ||||||||||||||||||
Acquisition costs |
(361 | ) | ||||||||||||||||||
Other expenses, net |
(8,417 | ) | ||||||||||||||||||
Loss from discontinued operations |
(3,153 | ) | ||||||||||||||||||
Net loss |
$ | (2,935 | ) | |||||||||||||||||
Capital expenditures(1) |
$ | 2,477 | $ | | $ | 2,953 | $ | 2,851 | $ | 8,336 | ||||||||||
25
Table of Contents
Nine months ended September 30, 2011 | ||||||||||||||||||||
Maryland | Washington, D.C. | Northern Virginia | Southern Virginia | Consolidated | ||||||||||||||||
Total revenues |
$ | 38,649 | $ | 16,050 | $ | 35,774 | $ | 37,328 | $ | 127,801 | ||||||||||
Property operating expense |
(10,179 | ) | (3,206 | ) | (8,621 | ) | (9,470 | ) | (31,476 | ) | ||||||||||
Real estate taxes and insurance |
(3,629 | ) | (2,054 | ) | (3,598 | ) | (3,003 | ) | (12,284 | ) | ||||||||||
Total property operating income |
$ | 24,841 | $ | 10,790 | $ | 23,555 | $ | 24,855 | 84,041 | |||||||||||
Depreciation and amortization expense |
(45,381 | ) | ||||||||||||||||||
General and administrative |
(12,546 | ) | ||||||||||||||||||
Acquisition costs |
(4,475 | ) | ||||||||||||||||||
Change in contingent consideration
related to acquisition of property |
1,487 | |||||||||||||||||||
Impairment of real estate asset |
(3,111 | ) | ||||||||||||||||||
Benefit from income taxes |
655 | |||||||||||||||||||
Other expenses, net |
(26,650 | ) | ||||||||||||||||||
Loss from discontinued operations |
(873 | ) | ||||||||||||||||||
Net loss |
$ | (6,853 | ) | |||||||||||||||||
Total assets(3) |
$ | 467,101 | $ | 320,102 | $ | 416,347 | $ | 365,398 | $ | 1,673,783 | ||||||||||
Capital expenditures(1) |
$ | 12,371 | $ | 1,192 | $ | 16,428 | $ | 5,629 | $ | 37,728 | ||||||||||
Nine Months Ended September 30, 2010 | ||||||||||||||||||||
Maryland | Washington, D.C.(2) | Northern Virginia | Southern Virginia | Consolidated | ||||||||||||||||
Total revenues |
$ | 32,367 | $ | 1,484 | $ | 30,272 | $ | 36,333 | $ | 100,456 | ||||||||||
Property operating expense |
(8,113 | ) | (338 | ) | (7,148 | ) | (8,673 | ) | (24,272 | ) | ||||||||||
Real estate taxes and insurance |
(3,111 | ) | (193 | ) | (2,945 | ) | (3,090 | ) | (9,339 | ) | ||||||||||
Total property operating income |
$ | 21,143 | $ | 953 | $ | 20,179 | $ | 24,570 | 66,845 | |||||||||||
Depreciation and amortization expense |
(30,487 | ) | ||||||||||||||||||
General and administrative |
(10,859 | ) | ||||||||||||||||||
Acquisition costs |
(2,025 | ) | ||||||||||||||||||
Change in contingent consideration
related to acquisition of property |
(710 | ) | ||||||||||||||||||
Other expenses, net |
(25,018 | ) | ||||||||||||||||||
Loss from discontinued operations |
(2,855 | ) | ||||||||||||||||||
Net loss |
$ | (5,109 | ) | |||||||||||||||||
Total assets(3) |
$ | 376,515 | $ | 68,577 | $ | 332,877 | $ | 328,124 | $ | 1,127,561 | ||||||||||
Capital expenditures(1) |
$ | 3,400 | $ | | $ | 4,648 | $ | 6,247 | $ | 14,501 | ||||||||||
(1) | Capital expenditures for corporate assets not allocated to any of our reportable
segments totaled $907 and $55 for the three months ended September 30, 2011 and 2010,
respectively, and $2,108 and $206 for the nine months ended September 30, 2011 and 2010,
respectively. |
|
(2) | The Company acquired its first property located in Washington, D.C. on June 30,
2010. |
|
(3) | Corporate assets not allocated to any of our reportable segments totaled $104,835
and $21,468 at September 30, 2011 and 2010, respectively. |
(15) Subsequent Events
During the first quarter of 2011, the Company entered into a joint venture with an affiliate
of the Akridge Company. On October 12, 2011, the joint venture acquired a property located in
Washington, D.C. at 1200 17th Street, NW for $39.6 million. The property currently consists of a
land parcel that contains an 85,000 square foot office building. The joint venture intends to
demolish the existing building and develop a new Class A 170,000 square foot office building.
Construction is currently expected to commence in 2012 and is expected to be completed in late
2014. The Company funded its share of the purchase price through a $20.0 million mortgage, a draw
on its unsecured revolving credit facility and available cash. The Company anticipates owning a 95%
interest in the joint venture when it is fully capitalized.
26
Table of Contents
ITEM 2: | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion and analysis of the Companys financial condition and results of
operations should be read in conjunction with the condensed consolidated financial statements and
notes thereto appearing elsewhere in this Form 10-Q. The discussion and analysis is derived from
the consolidated operating results and activities of First Potomac Realty Trust.
First Potomac Realty Trust (the Company) is a leader in the ownership, management,
development and redevelopment of office and industrial properties in the greater Washington, D.C.
region. The Company separates its properties into four distinct segments, which it refers to as the
Maryland, Washington, D.C., Northern Virginia and Southern Virginia reporting segments. The Company
strategically focuses on acquiring and redeveloping properties that it believes can benefit from
its intensive property management and seeks to reposition these properties to increase their
profitability and value. The Companys portfolio contains a mix of single-tenant and multi-tenant
office and industrial properties as well as business parks. Office properties are single-story and
multi-story buildings that are used primarily for office use; business parks contain buildings with
office features combined with some industrial property space; and industrial properties generally
are used as warehouse, distribution or manufacturing facilities.
References in these unaudited condensed consolidated financial statements to we, our or
First Potomac, refer to the Company and its subsidiaries, on a consolidated basis, unless the
context indicates otherwise.
The Company conducts its business through First Potomac Realty Investment Limited Partnership;
the Companys operating partnership (the Operating Partnership). The Company is the sole general
partner of, and, as of September 30, 2011, owned a 94.5% interest in, the Operating Partnership.
The remaining interests in the Operating Partnership, which are presented as noncontrolling
interests in the Operating Partnership in the accompanying unaudited condensed consolidated
financial statements, are limited partnership interests, some of which are owned by several of the
Companys executive officers and trustees who contributed properties and other assets to the
Company upon its formation, and other unrelated parties.
At September 30, 2011, the Company wholly-owned or had a controlling interest in properties
totaling 13.9 million square feet and had a noncontrolling ownership interest in properties
totaling an additional 0.5 million square feet through four unconsolidated joint ventures. The
Company also owned land that can accommodate approximately 2.4 million square feet of additional
development. The Company derives substantially all of its revenue from leases of space within its
properties. As of September 30, 2011, the Companys largest tenant was the U.S. Government, which
along with government contractors, accounted for over 20% of the Companys total annualized rental
revenue. The U.S Government also accounted for approximately 30% of the Companys outstanding
accounts receivables at September 30, 2011. The Company operates so as to qualify as a real estate
investment trust (REIT) for federal income tax purposes.
The primary source of the Companys revenue and earnings is rent received from customers under
long-term (generally three to ten years) operating leases at its properties, including
reimbursements from customers for certain operating costs. Additionally, the Company may generate
earnings from the sale of assets either outright or contributed into joint ventures.
The Companys long-term growth will principally be driven by its ability to:
| maintain and increase occupancy rates and/or increase rental rates at its
properties; |
| sell assets to third parties at favorable prices or contribute properties to
joint ventures; and |
| continue to grow its portfolio through acquisition of new properties, potentially
through joint ventures. |
Executive Summary
For the three months ended September 30, 2011, the Company incurred a net loss of $3.7 million
compared with a net loss of $2.9 million during the three months ended September 30, 2010. The
increase in the Companys net loss for the quarter ended September 30, 2011 compared with 2010 is
primarily due to an increase in acquisition costs and interest expense as the Company issued
additional debt and assumed several mortgages in its acquisition of properties in the fourth
quarter of 2010 and the first nine months of 2011, which resulted in a higher weighted average
interest rate of its outstanding debt. These additional costs were partially offset by changes in
the fair value of various contingent consideration obligations.
27
Table of Contents
For the nine months ended September 30, 2011, the Company incurred a net loss of $6.9 million
compared with a net loss of $5.1 million during the nine months ended September 30, 2010. The
increase in the Companys net loss for the nine months ended September 30, 2011 compared with the
same period in 2010 is primarily due to an increase in acquisition costs and impairment charges.
The Company acquired six properties during the nine months ended September 30, 2011, incurring $4.5
million in acquisition costs, compared with two property acquisitions during the nine months ended
September 30, 2010, incurring $2.0 million in acquisition costs. For the nine months ended
September 30, 2011, the Company incurred $5.8 million of impairment charges compared with $4.0 of
impairment charges incurred during the nine months ended September 30, 2010. During the third
quarter of 2011, the Company incurred a $3.1 million impairment charge on a property in its
Maryland reporting segment that reflects the Companys shorter anticipated holding period for the
property. The additional impairment charges incurred during the nine months ended September 30,
2011 and 2010 relate to properties that were subsequently disposed of by the Company and are
reflected as discontinued operations on the Companys consolidated statements of operations.
The Companys funds from operations (FFO) were $10.6 million, or $0.21 per diluted share,
and $32.3 million, or $0.63 per diluted share, for the three and nine months ended September 30,
2011, respectively, compared with FFO of $8.1 million, or $0.21 per diluted share, and $26.3
million, or $0.74 per diluted share, for the three and nine months ended September 30, 2010,
respectively. The increase in FFO for the three and nine months ended September 30, 2011 compared
with the same periods in 2010 is due to an increase in the Companys net operating income. FFO is a
non-GAAP financial measure. For a description of FFO, including why management believes its
presentation is useful and a reconciliation of FFO to net loss attributable to First Potomac Realty
Trust, see Funds From Operations.
Significant Transactions Since June 30, 2011
| Executed 1,134,000 square feet of leases; 443,000 square feet of which were new leases
and 691,000 square feet were renewal leases, which reflected an 88% tenant retention
rate; |
| Renewal leases included a 204,000 square foot lease with CareFirst BlueCross
BlueShield at 840 First Street, NE, eliminating the Companys largest 2013 lease
expiration; |
| Entered into a $175.0 million unsecured term loan that is comprised of three-tranches
with staggered maturity dates ranging from July 2016 to July 2018; and |
| Acquired two properties through joint ventures located in Washington, D.C. for total
consideration of $78.0 million and a property in Chesapeake, Virginia for $16.7 million. |
28
Table of Contents
Properties:
During the third quarter of 2011, the Company acquired two properties for an aggregate
purchase price of $61.9 million. The Company acquired Greenbrier Towers, located in its Southern
Virginia reporting segment, at an anticipated capitalization rate of
8.9% and 1005 First Street,
NE, located in its Washington, D.C. reporting segment, at an anticipated capitalization rate of
6.5%. The following sets forth certain information for the Companys consolidated properties by
segment as of September 30, 2011 (including properties in development and redevelopment, dollars in
thousands):
WASHINGTON, D.C.
Number | Annualized | |||||||||||||||||||||||
of | Sub- | Square | Cash Basis | Leased at | Occupied at | |||||||||||||||||||
Property | Buildings | Market(1) | Feet | Rent(2) | Sept 30, 2011(3) | Sept 30, 2011(3) | ||||||||||||||||||
Downtown DC-Office |
||||||||||||||||||||||||
500 First Street, NW |
1 | Capitol Hill | 129,035 | $ | 4,387 | 100.0 | % | 100.0 | % | |||||||||||||||
840 First Street, NE |
1 | NoMA | 247,146 | 6,840 | 100.0 | % | 100.0 | % | ||||||||||||||||
1005 First Street, NE |
1 | NoMA | 30,414 | 2,496 | 100.0 | % | 100.0 | % | ||||||||||||||||
1211 Connecticut Avenue, NW |
1 | CBD | 125,119 | 3,356 | 100.0 | % | 100.0 | % | ||||||||||||||||
Total Consolidated |
4 | 531,714 | 17,079 | 100.0 | % | 100.0 | % | |||||||||||||||||
Total Unconsolidated Joint
Ventures |
1 | 111,373 | 4,051 | 100.0 | % | 100.0 | % | |||||||||||||||||
Total Redevelopment |
1 | 135,000 | | |||||||||||||||||||||
Grand Total |
6 | 778,087 | $ | 21,130 | 100.0 | % | 100.0 | % | ||||||||||||||||
(1) | CBD = Central Business District; NoMA = North of Massachusetts Avenue. |
|
(2) | Annualized cash basis rent, which is calculated as the contractual rent due under
the terms of the lease, without taking into account rent abatements, is reflected on a
triple-net equivalent basis, by deducting operating expense reimbursements that are included,
along with base rent, in the contractual payments of the Companys full service leases. The
operating expense reimbursements primarily relate to real estate taxes and insurance expenses. |
|
(3) | Does not include space in development or redevelopment. |
29
Table of Contents
MARYLAND REGION
Annualized | Leased at | Occupied at | ||||||||||||||||||||
Number of | Square | Cash Basis | September 30, | September 30, | ||||||||||||||||||
Property | Buildings | Location | Feet | Rent(1) | 2011(2) | 2011(2) | ||||||||||||||||
SUBURBAN MD |
||||||||||||||||||||||
Business Park |
||||||||||||||||||||||
Airpark Place |
3 | Gaithersburg | 82,414 | $ | 580 | 53.4 | % | 53.4 | % | |||||||||||||
Ammendale Business Park(3) |
7 | Beltsville | 312,736 | 4,160 | 95.1 | % | 91.8 | % | ||||||||||||||
Gateway 270 West |
6 | Clarksburg | 255,491 | 2,825 | 75.8 | % | 75.8 | % | ||||||||||||||
Girard Business Park(4) |
7 | Gaithersburg | 298,011 | 2,974 | 89.7 | % | 86.7 | % | ||||||||||||||
Rumsey Center |
4 | Columbia | 134,514 | 1,191 | 72.4 | % | 68.8 | % | ||||||||||||||
Snowden Center |
5 | Columbia | 144,847 | 2,045 | 92.1 | % | 92.1 | % | ||||||||||||||
Total Business Park |
32 | 1,228,013 | 13,775 | 84.1 | % | 82.2 | % | |||||||||||||||
Office |
||||||||||||||||||||||
15 Wormans Mill Court |
1 | Frederick | 40,051 | 357 | 87.7 | % | 87.7 | % | ||||||||||||||
20270 Goldenrod Lane |
1 | Germantown | 23,518 | 75 | 25.9 | % | 25.9 | % | ||||||||||||||
Annapolis Commerce Park |
2 | Annapolis | 101,898 | 1,582 | 98.8 | % | 98.8 | % | ||||||||||||||
Campus at Metro Park |
4 | Rockville | 190,912 | 3,419 | 85.1 | % | 85.1 | % | ||||||||||||||
Cloverleaf |
4 | Germantown | 173,655 | 2,777 | 88.6 | % | 88.6 | % | ||||||||||||||
Gateway Center |
2 | Gaithersburg | 44,150 | 623 | 88.9 | % | 88.9 | % | ||||||||||||||
Merrill Lynch Building |
1 | Columbia | 136,488 | 1,549 | 74.2 | % | 71.7 | % | ||||||||||||||
Patrick Center |
1 | Frederick | 66,420 | 1,054 | 75.4 | % | 75.4 | % | ||||||||||||||
Redland Corporate Center-Bldg 3 |
1 | Rockville | 139,120 | 3,364 | 100.0 | % | 100.0 | % | ||||||||||||||
West Park |
1 | Frederick | 28,620 | 286 | 73.4 | % | 73.4 | % | ||||||||||||||
Woodlands Business Center |
1 | Largo | 37,887 | 371 | 73.7 | % | 63.1 | % | ||||||||||||||
Total Office |
19 | 982,719 | 15,457 | 85.2 | % | 84.4 | % | |||||||||||||||
Industrial |
||||||||||||||||||||||
Frederick Industrial Park(5) |
3 | Frederick | 550,418 | 4,021 | 89.0 | % | 89.0 | % | ||||||||||||||
Glenn Dale Business Center |
1 | Glenn Dale | 315,962 | 1,657 | 92.1 | % | 92.1 | % | ||||||||||||||
Total Industrial |
4 | 866,380 | 5,678 | 90.1 | % | 90.1 | % | |||||||||||||||
Total Suburban Maryland |
55 | 3,077,112 | 34,910 | 86.1 | % | 85.1 | % | |||||||||||||||
BALTIMORE |
||||||||||||||||||||||
Business Park |
||||||||||||||||||||||
Owings Mills Business Park(6) |
6 | Owings Mills | 219,284 | 2,009 | 76.8 | % | 74.4 | % | ||||||||||||||
Triangle Business Center |
4 | Baltimore | 74,182 | 510 | 63.2 | % | 63.2 | % | ||||||||||||||
Total Business Park |
10 | 293,466 | 2,519 | 73.4 | % | 71.6 | % | |||||||||||||||
Industrial |
||||||||||||||||||||||
7458 Candlewood Road |
1 | Hanover | 295,673 | 1,321 | 72.8 | % | 39.4 | % | ||||||||||||||
Total Baltimore |
11 | 589,139 | 3,840 | 73.1 | % | 55.4 | % | |||||||||||||||
Stabilized Portfolio |
66 | 3,666,251 | 38,750 | 84.0 | % | 80.3 | % | |||||||||||||||
Lease Up Property |
||||||||||||||||||||||
Redland Corporate Center-Bldg 2 |
1 | Rockville | 209,146 | 3,131 | 64.7 | % | 6.4 | % | ||||||||||||||
Total Consolidated |
67 | 3,875,397 | 41,881 | 83.0 | % | 76.4 | % | |||||||||||||||
Total Unconsolidated Joint Ventures |
9 | 428,427 | 4,067 | 71.4 | % | 69.9 | % | |||||||||||||||
Grand Total |
76 | 4,303,824 | $ | 45,948 | 81.8 | % | 75.8 | % | ||||||||||||||
(1) | Annualized cash basis rent, which is calculated as the contractual rent due under the terms of the lease, without taking into account rent abatements, is reflected on a triple-net equivalent basis, by deducting
operating expense reimbursements that are included, along with base rent, in the contractual payments of the Companys full service leases. The operating expense reimbursements primarily relate to real estate taxes and insurance expenses.
(2) Does not include space in development or redevelopment. |
|
(3) | Ammendale Business Park consists of the following properties: Ammendale Commerce Center and Indian Creek Court. |
|
(4) | Girard Business Park consists of the following properties: Girard Business Center and Girard Place. |
|
(5) | Frederick Industrial Park consists of the following properties: 4451 Georgia Pacific Boulevard, 4612 Navistar Drive, and 6900 English Muffin Way. |
|
(6) | Owings Mills Business Park consists of the following properties: Owings Mills Business Center and Owings Mills Commerce Center. |
30
Table of Contents
NORTHERN VIRGINIA REGION
Annualized | Leased at | Occupied at | ||||||||||||||||||||||
Number of | Square | Cash Basis | September 30, | September 30, | ||||||||||||||||||||
Property | Buildings | Location | Feet | Rent(1) | 2011(2) | 2011(2) | ||||||||||||||||||
Business Park |
||||||||||||||||||||||||
Ashburn Center |
3 | Ashburn | 194,184 | $ | 2,728 | 100.0 | % | 100.0 | % | |||||||||||||||
Gateway Centre |
3 | Manassas | 101,534 | 993 | 76.0 | % | 76.0 | % | ||||||||||||||||
Linden Business Center |
3 | Manassas | 109,838 | 793 | 58.4 | % | 58.4 | % | ||||||||||||||||
Prosperity Business Center |
1 | Merrifield | 71,312 | 766 | 84.9 | % | 84.9 | % | ||||||||||||||||
Sterling Park Business Center(3) |
7 | Sterling | 412,512 | 3,616 | 81.4 | % | 81.4 | % | ||||||||||||||||
Total Business Park |
17 | 889,380 | 8,896 | 82.3 | % | 82.3 | % | |||||||||||||||||
Office |
||||||||||||||||||||||||
Cedar Hill |
2 | Tysons Corner | 102,632 | 2,301 | 100.0 | % | 100.0 | % | ||||||||||||||||
Flint Hill(4) |
1 | Oakton | 11,272 | | 100.0 | % | 100.0 | % | ||||||||||||||||
Herndon Corporate Center |
4 | Herndon | 127,918 | 1,620 | 84.0 | % | 79.7 | % | ||||||||||||||||
Lafayette Business Park(5) |
6 | Chantilly | 254,296 | 3,178 | 80.2 | % | 80.2 | % | ||||||||||||||||
One Fair Oaks |
1 | Fairfax | 214,214 | 5,020 | 100.0 | % | 100.0 | % | ||||||||||||||||
Reston Business Campus |
4 | Reston | 82,988 | 1,034 | 86.0 | % | 86.0 | % | ||||||||||||||||
Van Buren Business Park |
4 | Herndon | 92,462 | 712 | 56.1 | % | 56.1 | % | ||||||||||||||||
Windsor at Battlefield |
2 | Manassas | 154,989 | 1,995 | 100.0 | % | 100.0 | % | ||||||||||||||||
Total Office |
24 | 1,040,771 | 15,860 | 88.2 | % | 87.7 | % | |||||||||||||||||
Industrial |
||||||||||||||||||||||||
13129 Airpark Road |
1 | Culpeper | 149,888 | 622 | 75.9 | % | 75.9 | % | ||||||||||||||||
15395 John Marshall Highway |
1 | Haymarket | 236,082 | 3,369 | 100.0 | % | 100.0 | % | ||||||||||||||||
Interstate Plaza |
1 | Alexandria | 109,029 | 947 | 78.2 | % | 78.2 | % | ||||||||||||||||
Newington Business Park Center |
7 | Lorton | 254,272 | 2,459 | 88.7 | % | 87.6 | % | ||||||||||||||||
Plaza 500 |
2 | Alexandria | 505,074 | 5,976 | 84.7 | % | 84.7 | % | ||||||||||||||||
Total Industrial |
12 | 1,254,345 | 13,373 | 86.8 | % | 86.6 | % | |||||||||||||||||
Stabilized Portfolio |
53 | 3,184,496 | 38,129 | 86.0 | % | 85.7 | % | |||||||||||||||||
Lease Up Property |
||||||||||||||||||||||||
Atlantic Corporate Park |
2 | Sterling | 221,182 | 933 | 25.7 | % | 15.0 | % | ||||||||||||||||
Total Consolidated |
55 | 3,405,678 | 39,062 | 82.1 | % | 81.1 | % | |||||||||||||||||
Total Redevelopment(4) |
3 | 242,576 | | |||||||||||||||||||||
Grand Total |
58 | 3,648,254 | $ | 39,062 | 82.1 | % | 81.1 | % | ||||||||||||||||
(1) | Annualized cash basis rent, which is calculated as the contractual rent due under the terms of the lease, without taking into account rent abatements, is reflected on a triple-net equivalent basis, by deducting operating
expense reimbursements that are included, along with base rent, in the contractual payments of the Companys full service leases. The operating expense reimbursements primarily relate to real estate taxes and insurance expenses. |
|
(2) | Does not include space in development or redevelopment. |
|
(3) | Sterling Park Business Center consists of the following properties: 403/405 Glenn Drive, Davis Drive, and Sterling Park Business Center. |
|
(4) | Flint Hill redevelopment is substantially complete but only the management office has been placed in service. |
|
(5) | Lafayette Business Park consists of the following properties: Enterprise Center and Tech Court. |
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Table of Contents
SOUTHERN VIRGINIA REGION
Number | Leased at | Occupied at | ||||||||||||||||||||||
of | Square | Annualized | September 30, | September 30, | ||||||||||||||||||||
Property | Buildings | Location | Feet | Cash Basis Rent(1) | 2011(2) | 2011(2) | ||||||||||||||||||
RICHMOND |
||||||||||||||||||||||||
Business Park |
||||||||||||||||||||||||
Chesterfield Business Center(3) |
11 | Richmond | 320,412 | $ | 1,742 | 81.9 | % | 81.9 | % | |||||||||||||||
Hanover Business Center |
4 | Ashland | 183,587 | 699 | 64.2 | % | 64.2 | % | ||||||||||||||||
Park Central |
3 | Richmond | 204,762 | 2,140 | 87.7 | % | 87.7 | % | ||||||||||||||||
Virginia Center |
1 | Glen Allen | 118,145 | 1,950 | 85.2 | % | 85.2 | % | ||||||||||||||||
Total Business Park |
19 | 826,906 | 6,531 | 79.9 | % | 79.9 | % | |||||||||||||||||
Industrial |
||||||||||||||||||||||||
Northridge I, II |
2 | Ashland | 140,185 | 882 | 100.0 | % | 100.0 | % | ||||||||||||||||
Rivers Bend Center(4) |
6 | Chester | 795,080 | 4,431 | 94.2 | % | 94.2 | % | ||||||||||||||||
Total Industrial |
8 | 935,265 | 5,313 | 95.1 | % | 95.1 | % | |||||||||||||||||
Total Richmond |
27 | 1,762,171 | 11,844 | 87.9 | % | 87.9 | % | |||||||||||||||||
NORFOLK |
||||||||||||||||||||||||
Business Park |
||||||||||||||||||||||||
Crossways Commerce Center(5) |
9 | Chesapeake | 1,087,250 | 10,664 | 92.2 | % | 82.5 | % | ||||||||||||||||
Greenbrier Business Center(6) |
4 | Chesapeake | 411,657 | 4,170 | 80.9 | % | 79.3 | % | ||||||||||||||||
1000 Lucas Way |
2 | Hampton | 182,323 | 1,401 | 96.3 | % | 96.3 | % | ||||||||||||||||
Enterprise Parkway |
1 | Hampton | 363,892 | 1,804 | 60.1 | % | 60.1 | % | ||||||||||||||||
Norfolk Commerce Park(7) |
3 | Norfolk | 261,989 | 2,308 | 69.3 | % | 64.9 | % | ||||||||||||||||
Total Business Park |
19 | 2,307,111 | 20,347 | 82.8 | % | 77.5 | % | |||||||||||||||||
Office |
||||||||||||||||||||||||
Battlefield Corporate Center |
1 | Chesapeake | 96,720 | 750 | 100.0 | % | 100.0 | % | ||||||||||||||||
Greenbrier Towers |
2 | Chesapeake | 171,894 | 1,882 | 88.4 | % | 85.5 | % | ||||||||||||||||
Total Office |
3 | 268,614 | 2,632 | 92.6 | % | 90.7 | % | |||||||||||||||||
Industrial |
||||||||||||||||||||||||
1400 Cavalier Boulevard |
4 | Chesapeake | 394,308 | 1,561 | 88.6 | % | 88.6 | % | ||||||||||||||||
Diamond Hill Distribution Center |
4 | Chesapeake | 712,683 | 2,953 | 88.5 | % | 81.2 | % | ||||||||||||||||
Total Industrial |
8 | 1,106,991 | 4,514 | 88.5 | % | 83.8 | % | |||||||||||||||||
Total Norfolk |
30 | 3,682,716 | 27,493 | 85.3 | % | 80.4 | % | |||||||||||||||||
Total Consolidated |
57 | 5,444,887 | 39,337 | 86.1 | % | 82.8 | % | |||||||||||||||||
Total Redevelopment |
1 | 38,998 | | |||||||||||||||||||||
Grand Total |
58 | 5,483,885 | $ | 39,337 | 86.1 | % | 82.8 | % | ||||||||||||||||
(1) | Annualized cash basis rent, which is calculated as the contractual rent due under the terms of the lease, without taking into account rent abatements, is reflected on a triple-net equivalent basis, by deducting operating expense reimbursements that
are included, along with base rent, in the contractual payments of the Companys full service leases. The operating expense reimbursements primarily relate to real estate taxes and insurance expenses. |
|
(2) | Does not include space in development or redevelopment. |
|
(3) | Chesterfield Business Center consists of the following properties: Airpark Business Center, Chesterfield Business Center, and Pine Glen. |
|
(4) | Rivers Bend Center consists of the following properties: Rivers Bend Center and Rivers Bend Center II. |
|
(5) | Crossways Commerce Center consists of the following properties: Coast Guard Building, Crossways Commerce Center I, Crossways Commerce Center II, 1434 Crossways Boulevard, and 1408 Stephanie Way |
|
(6) | Greenbrier Business Center consists of the following properties: Greenbrier Technology Center I, Greenbrier Technology Center II, and Greenbrier Circle Corporate Center. |
|
(7) | Norfolk Commerce Park consists of the following properties: Norfolk Business Center, Norfolk Commerce Park II, and Gateway II. |
32
Table of Contents
Development and Redevelopment Activity
The Company constructs office buildings, business parks and/or industrial buildings on a
build-to-suit basis or with the intent to lease upon completion of construction. Also, the Company
owns developable land that can accommodate 2.4 million square feet of additional building space.
Below is a summary of the approximate building square footage that can be developed on the
Companys developable land and the Companys current development and redevelopment activity
(amounts in thousands):
Square Feet | Cost to Date of | Square Feet | Cost to Date of | |||||||||||||||||
Reporting | Developable | Under | Development | Under | Redevelopment | |||||||||||||||
Segment | Square Feet | Development | Activities | Redevelopment | Activities | |||||||||||||||
Maryland |
250 | | $ | | | $ | | |||||||||||||
Northern Virginia |
568 | | | 15 | | |||||||||||||||
Southern Virginia |
841 | 166 | 477 | | | |||||||||||||||
Washington, D.C. |
742 | | | 135 | 1,225 | |||||||||||||||
2,401 | 166 | $ | 477 | 150 | $ | 1,225 | ||||||||||||||
The Company anticipates the majority of the development and redevelopment efforts on all
the Companys projects will continue throughout the remainder of 2011 and into 2012.
At September 30, 2011, the Company had completed development and redevelopment activities that
have yet to be placed in service on 243 thousand square feet, at a cost of $16.1 million, in its
Northern Virginia reporting segment and 39 thousand square feet, at a cost of $1.2 million, in its
Southern Virginia reporting segment. The majority of the costs on the construction projects to be
placed in service relate to redevelopment activities at Three Flint Hill in the Companys Northern
Virginia reporting segment, which were completed in the third quarter of 2011 at a cost of $11.0
million. The Company will place completed construction activities in service upon the shorter of a
tenant taking occupancy or twelve months from substantial completion.
Lease Expirations
Approximately 13% of the Companys annualized base rent is scheduled to expire in the
remainder of 2011 and 2012, excluding month-to-month leases. Current tenants may not renew their
leases upon the expiration of their terms. If non-renewals or terminations occur, the Company may
not be able to locate qualified replacement tenants and, as a result, could lose a significant
source of revenue while remaining responsible for the payment of its financial obligations.
Moreover, the terms of a renewal or new lease, including the amount of rent, may be less favorable
to the Company than the current lease terms, or the Company may be forced to provide tenant
improvements at its expense or provide other concessions or additional services to maintain or
attract tenants. We continually strive to increase our portfolio occupancy, and the amount of
vacant space in our portfolio at any given time may impact our willingness to reduce rental rates
or provide greater concessions to retain existing tenants and attract new tenants. The Companys
management continually monitors its portfolio on a regional and per property basis to assess market
trends, including vacancy, comparable deals and transactions, and other business and economic
factors that may influence our leasing decisions. During the three months ended September 30, 2011,
the Company had an 88% retention rate, based on square footage. The weighted average rental rate on
the Companys renewed leases increased 7.3% compared with the expiring leases.
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Table of Contents
The following table sets forth a summary schedule of the lease expirations at the Companys
properties for leases in place as of September 30, 2011 for each of the ten full calendar years
beginning January 1, 2011 (dollars in thousands):
Percent of | ||||||||||||||||||||||||
Percent | Total | |||||||||||||||||||||||
Number of | of Total | Annualized | Annualized | |||||||||||||||||||||
Year of Lease | Leases | Square | Annualized | Cash Basis | Base Rent | |||||||||||||||||||
Expiration | Expiring | Square Feet | Feet | Cash Basis Rent.(1) | Rent | per Sq. Ft.(2) | ||||||||||||||||||
MTM(3) |
10 | 76,156 | 0.7 | % | $ | 701 | 0.5 | % | $ | 9.21 | ||||||||||||||
2011 |
57 | 394,237 | 3.5 | % | 4,624 | 3.4 | % | 11.73 | ||||||||||||||||
2012 |
144 | 1,148,762 | 10.2 | % | 13,041 | 9.5 | % | 11.35 | ||||||||||||||||
2013 |
139 | 1,654,391 | 14.7 | % | 20,561 | 15.0 | % | 11.12 | ||||||||||||||||
2014 |
142 | 1,488,047 | 13.3 | % | 14,817 | 10.8 | % | 9.96 | ||||||||||||||||
2015 |
81 | 819,379 | 7.3 | % | 8,760 | 6.4 | % | 10.69 | ||||||||||||||||
2016 |
80 | 1,764,221 | 15.7 | % | 23,338 | 17.1 | % | 13.23 | ||||||||||||||||
Thereafter |
167 | 3,888,556 | 34.6 | % | 50,944 | 37.3 | % | 13.10 | ||||||||||||||||
Total |
820 | 11,233,749 | 100.0 | % | $ | 136,786 | 100.0 | % | $ | 11.99 | ||||||||||||||
(1) | Annualized cash basis rent, which is calculated as the contractual rent due
under the terms of the lease, without taking into account rent abatements, is reflected on
a triple-net equivalent basis, by deducting operating expense reimbursements that are
included, along with base rent, in the contractual payments of the Companys full service
leases. The operating expense reimbursements primarily relate to real estate taxes and
insurance expenses. |
|
(2) | Represents Annualized Cash Basis Rent divided by the square footage of the space. |
|
(3) | Reflects leases that are renewed on a month to month basis at September 30, 2011. |
Critical Accounting Policies and Estimates
The Companys condensed consolidated financial statements are prepared in accordance with U.S.
generally accepted accounting principles (GAAP) that require the Company to make certain
estimates and assumptions. Critical accounting policies and estimates are those that require
subjective or complex judgments and are the policies and estimates that the Company deems most
important to the portrayal of its financial condition and results of operations. It is possible
that the use of different reasonable estimates or assumptions in making these judgments could
result in materially different amounts being reported in its condensed consolidated financial
statements. The Companys critical accounting policies and estimates relate to revenue recognition,
including evaluation of the collectability of accounts receivable, impairment of long-lived assets,
purchase accounting for acquisitions of real estate, derivative instruments and share-based
compensation.
The following is a summary of certain aspects of these critical accounting policies and
estimates.
Revenue Recognition
The Company generates substantially all of its revenue from leases on its office and
industrial properties as well as business parks. The Company recognizes rental revenue on a
straight-line basis over the term of its leases, which includes fixed-rate renewal periods leased
at below market rates at acquisition or inception. Accrued straight-line rents represent the
difference between rental revenue recognized on a straight-line basis over the term of the
respective lease agreements and the rental payments contractually due for leases that contain
abatement or fixed periodic increases. The Company considers current information, credit quality,
historical trends, economic conditions and other events regarding the tenants ability to pay their
obligations in determining if amounts due from tenants, including accrued straight-line rents, are
ultimately collectible. The uncollectible portion of the amounts due from tenants, including
accrued straight-line rents, is charged to property operating expense in the period in which the
determination is made.
Tenant leases generally contain provisions under which the tenants reimburse the Company for a
portion of property operating expenses and real estate taxes incurred by the Company. Such
reimbursements are recognized in the period in which the expenses are incurred. The Company records
a provision for losses on estimated uncollectible accounts receivable based on its analysis of risk
of loss on specific accounts. Lease termination fees are recognized on the date of termination
when the related lease or portion thereof is cancelled, the collectability of the fee is reasonably
assured and the Company has possession of the terminated space.
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Table of Contents
Accounts and Notes Receivable
The Company must make estimates of the collectability of its accounts and notes receivable
related to minimum rent, deferred rent, tenant reimbursements, lease termination fees and interest
and other income. The Company specifically analyzes accounts and notes receivable and historical
bad debt experience, tenant concentrations, tenant creditworthiness and current economic trends
when evaluating the adequacy of its allowance for doubtful accounts receivable. These estimates
have a direct impact on the Companys net income as a higher required allowance for doubtful
accounts receivable will result in lower net income. The uncollectible portion of the amounts due
from tenants, including straight-line rents, is charged to property operating expense in the period
in which the determination is made.
Investments in Real Estate and Real Estate Entities
Investments in real estate and real estate entities are initially recorded at fair value and
carried at initial cost, less accumulated depreciation and, when appropriate, impairment losses.
Improvements and replacements are capitalized at fair value when they extend the useful life,
increase capacity, or improve the efficiency of the asset. Repairs and maintenance are charged to
expense when incurred.
Depreciation and amortization are recorded on a straight-line basis over the estimated useful
lives of the assets. The estimated useful lives of the Companys assets, by class, are as follows:
Buildings
|
39 years | |
Building improvements
|
5 to 20 years | |
Furniture, fixtures and equipment
|
5 to 15 years | |
Tenant improvements
|
Shorter of the useful lives of the assets or the terms of the related leases | |
Lease related intangible assets
|
Term of related lease |
The Company regularly reviews market conditions for possible impairment of a propertys
carrying value. When circumstances such as adverse market conditions, changes in managements
intended holding period or potential sale to a third party indicate a possible impairment of the
fair value of a property, an impairment analysis is performed. The Company assesses potential
impairments based on an estimate of the future undiscounted cash flows (excluding interest charges)
expected to result from the propertys use and eventual disposition. This estimate is based on
projections of future revenues, expenses, capital improvement costs, expected holding periods and
capitalization rates. These cash flows consider factors such as expected market trends and leasing
prospects, as well as the effects of leasing demand, competition and other factors. If impairment
exists due to the inability to recover the carrying value of a real estate investment based on
forecasted undiscounted cash flows, an impairment loss is recorded to the extent that the carrying
value exceeds the estimated fair value of the property. The Company is required to make estimates
as to whether there are impairments in the carrying values of its investments in real estate.
Further, the Company will record an impairment loss if it expects to dispose of a property, in the
near term, at a price below carrying value. In such an event, the Company will record an impairment
loss based on the difference between a propertys carrying value and its projected sales price,
less any estimated costs to sell.
The Company will classify a building as held-for-sale in the period in which it has made the
decision to dispose of the building, a binding agreement to purchase the property has been signed
under which the buyer has committed a significant amount of nonrefundable cash and no significant
financing contingencies exist that could cause the transaction not to be completed in a timely
manner. The Company will classify any impairment loss, together with the buildings operating
results, as discontinued operations in its consolidated statements of operations for all periods
presented and classify the assets and related liabilities as held-for-sale in its consolidated
balance sheets in the period the sale criteria are met. Interest expense is reclassified to
discontinued operations only to the extent the held-for-sale property is secured by specific
mortgage debt and the mortgage debt will not be transferred to another property owned by the
Company after the disposition.
The Company recognizes the fair value, if sufficient information exists to reasonably estimate
the fair value, of any liability for conditional asset retirement obligations when incurred, which
is generally upon acquisition, construction, development or redevelopment and/or through the normal
operation of the asset.
The Company capitalizes interest costs incurred on qualifying expenditures for real estate
assets under development or redevelopment while being readied for their intended use in accordance
with accounting requirements regarding capitalization of interest. The Company will capitalize
interest when qualifying expenditures for the asset have been made, activities necessary to get the
asset ready for its intended use are in progress and interest costs are being incurred. Capitalized
interest also includes interest associated with expenditures incurred to acquire developable land
while development activities are in progress and interest on the direct compensation costs of the
Companys construction personnel who manage the development
and redevelopment projects, but only to the extent the employees time can be allocated to a
project. For the three and nine months ended September 30, 2011, capitalized compensation costs
were immaterial. Capitalization of interest will end when the asset is substantially complete and
ready for its intended use, but no later than one year from completion of major construction
activity, if the property is not occupied. Capitalized interest is depreciated over the useful life
of the underlying assets, commencing when those assets are placed into service.
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Table of Contents
Purchase Accounting
Acquisitions of rental property from third parties are accounted for at fair value. Any
liabilities assumed or incurred are recorded at their fair value at the time of acquisition. The
fair value of the acquired property is allocated between land and building (on an as-if vacant
basis) based on managements estimate of the fair value of those components for each type of
property and to tenant improvements based on the depreciated replacement cost of the tenant
improvements, which approximates their fair value. The fair value of the in-place leases is
recorded as follows:
| the fair value of leases in-place on the date of acquisition is based on absorption
costs for the estimated lease-up period in which vacancy and foregone revenue are avoided
due to the presence of the acquired leases; |
| the fair value of above and below-market in-place leases based on the present value
(using a discount rate that reflects the risks associated with the acquired leases) of the
difference between the contractual rent amounts to be paid under the assumed lease and the
estimated market lease rates for the corresponding spaces over the remaining non-cancelable
terms of the related leases, which range from one to thirteen years; and |
| the fair value of leasing costs associated with existing tenants and the fair value of
tenant relationships. |
The Companys determination of these fair values requires it to estimate market rents for each
of the leases and make certain other assumptions. These estimates and assumptions affect the rental
revenue, and depreciation and amortization expense recognized for these leases and associated
intangible assets and liabilities.
Derivative Instruments
In the normal course of business, the Company is exposed to the effect of interest rate
changes. The Company may enter into derivative agreements to mitigate exposure to unexpected
changes in interest rates and may use interest rate protection or cap agreements to reduce the
impact of interest rate changes. The Company does not use derivatives for trading or speculative
purposes and intends to enter into derivative agreements only with counterparties that it believes
have a strong credit rating to mitigate the risk of counterparty default or insolvency.
The Company may designate a derivative as either a hedge of the cash flows from a debt
instrument or anticipated transaction (cash flow hedge) or a hedge of the fair value of a debt
instrument (fair value hedge). All derivatives are recognized as assets or liabilities at fair
value. For effective hedging relationships, the change in the fair value of the assets or
liabilities is recorded within equity (cash flow hedge), or through earnings (fair value hedge).
Ineffective portions of derivative transactions will result in changes in fair value recognized in
earnings. The Company records its proportionate share of unrealized gains or losses on its
derivative instruments associated with its unconsolidated joint ventures within equity and
Investment in affiliates. The Company incorporates credit valuation adjustments to appropriately
reflect both its own nonperformance risk and the respective counterpartys nonperformance risk in
the fair value measurements. In adjusting the fair value of its derivative contracts for the effect
of nonperformance risk, the Company has considered the impact of netting any applicable credit
enhancements, such as collateral postings, thresholds, mutual inputs and guarantees.
Share-Based Compensation
The Company measures the cost of employee services received in exchange for an award of equity
instruments based on the grant-date fair value of the award. For options awards, the Company uses a
Black-Scholes option-pricing model. Expected volatility is based on an assessment of the Companys
realized volatility over the preceding five years, which is equivalent to the awards expected life.
The expected term represents the period of time the options are anticipated to remain outstanding
as well as the Companys historical experience for groupings of employees that have similar
behavior and considered separately for valuation purposes. For non-vested share awards that vest
over a predetermined time period, the Company uses the outstanding share price at the date of
issuance to fair value the awards. For non-vested shares awards that vest based on performance
conditions, the Company uses a Monte Carlo simulation (risk-neutral approach) to determine the
value and derived service period of each tranche. The expense associated with the share-based
awards will be recognized over the period during which an employee is required to provide services
in exchange for the award the requisite service period (usually the
vesting period). The fair value for all share-based payment transactions are recognized as a
component of income from continuing operations.
36
Table of Contents
Results of Operations
Comparison of the Three and Nine Months Ended September 30, 2011 with the Three and Nine Months
Ended September 30, 2010
During the nine months ended September 30, 2011, the Company acquired a building at One Fair
Oaks; two buildings at Cedar Hill; a building at Merrill Lynch; a building at 840 First Street, NE;
two buildings at Greenbrier Towers and a building at 1005 First Street, NE for an aggregate
purchase cost of $251.5 million.
During 2010, the Company acquired the following consolidated properties: a building at Three
Flint Hill; a building at 500 First Street, NW; a building at Battlefield Corporate Center; two
buildings at Redland Corporate Center; two buildings at Atlantic Corporate Park; a building at 1211
Connecticut Ave, NW; a building at 440 First Street, NW and a building at 7458 Candlewood Road for
an aggregate purchase cost of $286.2 million.
Collectively, the properties are referred to as the Acquired Properties.
The term Existing Portfolio refers to all consolidated properties owned by the Company for
the entirety of the periods presented.
Total Revenues
Total revenues are summarized as follows:
Three Months Ended | Nine Months Ended | Three Months | Nine Months | |||||||||||||||||||||||||||||
September 30, | September 30, | Percent | Percent | |||||||||||||||||||||||||||||
(amounts in thousands) | 2011 | 2010 | 2011 | 2010 | Increase | Change | Increase | Change | ||||||||||||||||||||||||
Rental |
$ | 36,121 | $ | 27,520 | $ | 103,025 | $ | 80,665 | $ | 8,601 | 31 | % | $ | 22,360 | 28 | % | ||||||||||||||||
Tenant reimbursements & other |
$ | 8,993 | $ | 6,179 | $ | 24,776 | $ | 19,791 | $ | 2,814 | 46 | % | $ | 4,985 | 25 | % |
Rental Revenue
Rental revenue is comprised of contractual rent, the impact of straight-line revenue and the
amortization of deferred market rent assets and liabilities representing above and below market
rate leases at acquisition. Rental revenue increased $8.6 million and $22.4 million for the three
and nine months ended September 30, 2011, respectively, compared with the same periods in 2010,
which was due to increased revenues from the Companys recent acquisitions. The Acquired Properties
contributed $8.8 million and $22.9 million of additional rental revenue for the three and nine
months ended September 30, 2011, respectively. Rental revenue for the Existing Portfolio decreased
$0.2 million and $0.5 million for the three and nine months ended September 30, 2011, respectively,
compared with the same periods in 2010, due to an increase in vacancy. The weighted average
occupancy of the Existing Portfolio was 83.1% for the quarter ended September 30, 2011 compared
with 85.0% for the same period in 2010. The Company expects aggregate rental revenues to increase
for the remainder of 2011 due to a full-year of revenues from the properties acquired in 2010 and
additional properties acquired in 2011.
The increase in rental revenue for the three and nine months ended September 30, 2011 compared
with 2010 includes $2.0 million and $6.2 million, respectively, for the Maryland reporting segment,
$3.7 million and $11.0 million, respectively, for the Washington, D.C. reporting segment, $2.3
million and $4.3 million, respectively, for the Northern Virginia reporting segment and $0.6
million and $0.9 million, respectively, for the Southern Virginia reporting segment.
37
Table of Contents
Tenant Reimbursements and Other Revenues
Tenant reimbursements and other revenues include operating and common area maintenance costs
reimbursed by the Companys tenants as well as other incidental revenues such as lease termination
payments, construction management fees and late fees. Tenant reimbursements and other revenues
increased $2.8 million and $5.0 million during the three and nine months ended September 30, 2011,
respectively, compared with the same periods in 2010. The increase is due to the Acquired
Properties, which contributed $2.5 million and $5.9 million of additional tenant
reimbursements and other revenues for the three and nine months ended September 30, 2011,
respectively, compared with the same periods in 2010. For the Existing Portfolio, tenant
reimbursements and other revenues increased $0.3 million for the three months ended September 30,
2011 and decreased $0.9 million for the nine months ended September 30, 2011 compared with the same
periods in 2010. The increase in tenant reimbursements and other revenues for the three months
ended September 30, 2011 compared with the same period in 2010 is due to an increase in
construction management fees and termination fees. The Existing Portfolios decrease in tenant
reimbursements and other revenues for the nine months ended September 30, 2011 compared with the
same period in 2010 is due to a reduction in recoverable expenses, primarily relating to snow and
ice removal costs incurred in 2010. The Company expects tenant reimbursements and other revenues to
increase for the remainder of 2011 due to a full-year of recoverable operating expenses from
properties acquired in 2010 and 2011.
The increase in tenant reimbursements and other revenues for the three and nine months ended
September 30, 2011 compared with 2010 include $0.5 million and $0.1 million, respectively, for the
Maryland reporting segment, $1.4 million and $3.6 million, respectively, for the Washington, D.C.
reporting segment and $1.0 million and $1.2 million, respectively, for the Northern Virginia
reporting segment. For the Southern Virginia reporting segment, tenant reimbursements and other
revenues slightly decreased for the three months ended September 30, 2011 and increased $0.1
million for the nine months ended September 30, 2011 compared with the same periods in 2010.
Total Expenses
Property Operating Expenses
Property operating expenses are summarized as follows:
Three Months Ended | Nine Months Ended | Three Months | Nine Months | |||||||||||||||||||||||||||||
September 30, | September 30, | Percent | Percent | |||||||||||||||||||||||||||||
(amounts in thousands) | 2011 | 2010 | 2011 | 2010 | Increase | Change | Increase | Change | ||||||||||||||||||||||||
Property operating |
$ | 11,211 | $ | 7,672 | $ | 31,476 | $ | 24,272 | $ | 3,539 | 46 | % | $ | 7,204 | 30 | % | ||||||||||||||||
Real estate taxes and
insurance |
$ | 4,253 | $ | 2,948 | $ | 12,284 | $ | 9,339 | $ | 1,305 | 44 | % | $ | 2,945 | 32 | % |
Property operating expenses increased $3.5 million and $7.2 million for the three and
nine months ended September 30, 2011, respectively, compared with the same periods in 2010. The
increase is due to the Acquired Properties, which contributed $3.0 million and $7.7 million of
additional property operating expenses for the three and nine months ended September 30, 2011,
respectively. For the Existing Portfolio, property operating expenses increased $0.5 million for
the three months ended September 30, 2011 compared with the same period in 2010 primarily due to a
decline in reserves for bad debt expense during the three months ended September 30, 2010, which
was related to the reversal of reserves that were previously recorded as a result of the
uncertainty associated with a tenant renewal. Property operating expenses, for the Existing
Portfolio, decreased $0.5 million for the nine months ended September 30, 2011 primarily due to a
decline in snow and ice removal costs. The Company expects property operating expenses to increase
for the remainder of the year compared with prior year results due primarily to the Companys new
acquisitions.
The increase in property operating expenses for the three and nine months ended September 30,
2011 compared with 2010 includes $0.8 million and $2.1 million, respectively, for the Maryland
reporting segment, $1.0 million and $2.9 million, respectively, for the Washington, D.C. reporting
segment, $0.9 million and $1.4 million, respectively, for the Northern Virginia reporting segment,
and $0.8 million for both the three and nine months ended September 30, 2011 for the Southern
Virginia reporting segment.
Real estate taxes and insurance expense increased $1.3 million and $2.9 million for the three
and nine months ended September 30, 2011, respectively, compared with the same periods in 2010. The
Acquired Properties contributed an increase in real estate taxes and insurance expense of $1.2
million and $3.3 million for the three and nine months ended September 30, 2011, respectively. For
the Existing Portfolio, real estate taxes and insurance expense increased $0.1 million for the
three months ended September 30, 2011 compared with 2010 and decreased $0.4 million for the nine
months ended September 30, 2011 compared with 2010. During the first half of 2011, real estate
taxes and insurance expenses were lower compared with 2010 due to lower real estate assessments and
real estate tax rates, however, the Company recorded an increase in real estate taxes and insurance
expense during the third quarter of 2011 compared with 2010 to reflect an increase in real estate
tax
assessments on its properties.
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Table of Contents
Real estate taxes and insurance expense for the three and nine months ended September 30, 2011
compared with 2010, increased $0.2 million and $0.5 million, respectively, for the Maryland
reporting segment, $0.6 million and $1.9 million, respectively, for the Washington, D.C. reporting
segment and $0.5 million and $0.6 million, respectively, for the Northern Virginia reporting
segment. For the Southern Virginia reporting segment, real estate taxes and insurance expense
increased slightly for the three months ended September 30, 2011 compared to 2010 and decreased
$0.1 million for the nine months ended September 30, 2011 compared to 2010.
Other Operating Expenses
General and administrative expenses are summarized as follows:
Three Months Ended | Nine Months Ended | Three Months | Nine Months | |||||||||||||||||||||||||||||
September 30, | September 30, | Percent | Percent | |||||||||||||||||||||||||||||
(amounts in thousands) | 2011 | 2010 | 2011 | 2010 | Increase | Change | Increase | Change | ||||||||||||||||||||||||
$ | 4,354 | $ | 3,475 | $ | 12,546 | $ | 10,859 | $ | 879 | 25 | % | $ | 1,687 | 16 | % |
General and administrative expenses increased $0.9 million and $1.7 million for the three
and nine months ended September 30, 2011, respectively, compared with the same periods in 2010
primarily due to an increase in employee compensation costs as the Company had 165 employees at
September 30, 2011 compared with 145 employees at September 30, 2010. The increase in employee
compensation costs for the three and nine months ended September 30, 2011 compared with 2010 was
partially offset by a decrease in non-cash, share-based compensation expense.
Acquisition costs are summarized as follows:
Three Months Ended | Nine Months Ended | Three Months | Nine Months | |||||||||||||||||||||||||||||
September 30, | September 30, | Percent | Percent | |||||||||||||||||||||||||||||
(amounts in thousands) | 2011 | 2010 | 2011 | 2010 | Increase | Change | Increase | Change | ||||||||||||||||||||||||
$ | 1,737 | $ | 361 | $ | 4,475 | $ | 2,025 | $ | 1,376 | 381 | % | $ | 2,450 | 121 | % |
Acquisition costs increased $1.4 million and $2.4 million for the three and nine months
ended September 30, 2011, respectively, compared with the same periods in 2010. During 2011, the
Company acquired six properties, including two properties acquired in the third quarter of 2011,
compared with two properties acquired during the nine months ended September 30, 2010, both of
which were acquired in the second quarter of 2010.
Depreciation and amortization expenses are summarized as follows:
Three Months Ended | Nine Months Ended | Three Months | Nine Months | |||||||||||||||||||||||||||||
September 30, | September 30, | Percent | Percent | |||||||||||||||||||||||||||||
(amounts in thousands) | 2011 | 2010 | 2011 | 2010 | Increase | Change | Increase | Change | ||||||||||||||||||||||||
$ | 16,088 | $ | 10,608 | $ | 45,381 | $ | 30,487 | $ | 5,480 | 52 | % | $ | 14,894 | 49 | % |
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Table of Contents
Depreciation and amortization expense includes depreciation of real estate assets and
amortization of intangible assets and leasing commissions. Depreciation and amortization expense
increased $5.5 million and $14.9 million for the three and nine months ended September 30, 2011,
respectively, compared with the same periods in 2010 primarily due to the Companys recent
acquisitions. The Acquired Properties contributed additional depreciation and amortization expense
of $5.6 million and $14.2 million for the three and nine months ended September 30, 2011,
respectively, compared with 2010. The Existing Portfolio had a $0.1 million decrease in
depreciation and amortization expense for the three months ended September 30, 2011 primarily due
to the acceleration of depreciation and amortization related to intangible assets in prior periods.
Depreciation and amortization expense attributable to the Existing Portfolio increased $0.7 million for the
nine months ended September 30, 2011 compared with the same period in 2010 primarily due to the
disposal of assets from tenants that vacated during the year prior to reaching the full term of
their lease. The Company anticipates depreciation and amortization expense to increase the
remainder of 2011 due to recognizing a full-year of depreciation and amortization expense for
properties acquired in 2010 and additional properties acquired in 2011.
Impairment of real estate asset is summarized as follows:
Three Months Ended | Nine Months Ended | Three Months | Nine Months | |||||||||||||||||||||||||||||
September 30, | September 30, | Percent | Percent | |||||||||||||||||||||||||||||
(amounts in thousands) | 2011 | 2010 | 2011 | 2010 | Increase | Change | Increase | Change | ||||||||||||||||||||||||
$ | 3,111 | $ | | $ | 3,111 | $ | | $ | 3,111 | 100 | % | $ | 3,111 | 100 | % |
During the third quarter of 2011, the Company incurred a $3.1 million impairment charge
on its Airpark Place property, located in its Maryland reporting segment, which reflects the
Companys shorter anticipated holding period for the property. The Company recorded additional
impairment charges related to disposed properties, which are reflected within discontinued
operations in the Companys consolidated statements of operations, of $2.7 million in the first
quarter of 2011 and $3.4 million and $4.0 million for the three and nine months ended September 30,
2010, respectively.
Changes in contingent consideration related to acquisition of property are summarized as
follows:
Three Months Ended | Nine Months Ended | Three Months | Nine Months | |||||||||||||||||||||||||||||
September 30, | September 30, | Percent | Percent | |||||||||||||||||||||||||||||
(amounts in thousands) | 2011 | 2010 | 2011 | 2010 | Change | Change | Change | Change | ||||||||||||||||||||||||
$ | (1,487 | ) | $ | | $ | (1,487 | ) | $ | 710 | $ | (1,487 | ) | 100 | % | $ | (2,197 | ) | 309 | % |
On March 25, 2011, the Company acquired 840 First Street, NE, in Washington, D.C. for an
aggregate purchase price of $90.0 million, with up to $10.0 million of additional consideration
payable in Operating Partnership units upon the terms of a lease renewal by the buildings sole
tenant or the re-tenanting of the property through November 2013. Based on assessment of the
probability of renewal and anticipated lease rates, the Company recorded a contingent consideration
obligation of $9.4 million at acquisition. In July 2011, the buildings sole tenant renewed its
lease through August 2023 on the entire building with the exception of two floors. As a result, the
Company issued 544,673 Operating Partnership units to satisfy $7.1 million of its contingent
consideration obligation. The Company recognized a $1.5 million gain associated with the issuance
of the additional units, which represented the difference between the contractual value of the
units and the fair value of the units at the date of issuance. At September 30, 2011, the remaining
contingent consideration obligation was $0.7 million, which may result in the issuance of
additional units dependent upon the leasing of any of the vacant space. The fair value of the
contingent consideration obligation was determined based on several probability weighted discounted
cash flow scenarios that projected stabilization being achieved at certain timeframes. The fair
value was based, in part, on significant inputs, which are not observable in the market, thus
representing a Level 3 measurement in accordance with the fair value hierarchy.
As part of the consideration for the Companys 2009 acquisition of Ashburn Center, the Company
is obligated to record contingent consideration arising from a fee agreement entered into with the
seller in which the Company will be obligated to pay additional consideration if certain returns
are achieved over the five year term of the agreement or if the property is sold within the term of
the five year agreement. The Company initially recorded $0.7 million at the time of acquisition in
December 2009, which represented the fair value of the Companys potential obligation at
acquisition. During the first quarter of 2010, the Company was able to lease vacant space at
Ashburn Center faster than it had anticipated and, therefore, recorded additional contingent
consideration of $0.7 million that reflected an increase in the potential consideration that may be
owed to the seller. There was no significant change in the fair value of the contingent
consideration related to Ashburn Center during the three and nine months ended September 30, 2011.
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Table of Contents
Other Expenses, net
Interest expense is summarized as follows:
Three Months Ended | Nine Months Ended | Three Months | Nine Months | |||||||||||||||||||||||||||||
September 30, | September 30, | Percent | Percent | |||||||||||||||||||||||||||||
(amounts in thousands) | 2011 | 2010 | 2011 | 2010 | Increase | Change | Increase | Change | ||||||||||||||||||||||||
$ | 11,207 | $ | 8,431 | $ | 30,307 | $ | 25,333 | $ | 2,776 | 33 | % | $ | 4,974 | 20 | % |
The Company seeks to employ cost-effective financing methods to fund its acquisitions,
development and redevelopment projects and to refinance its existing debt to provide greater
balance sheet flexibility or to take advantage of lower interest rates. The methods used to fund
the Companys activities impact the period-over-period comparisons of interest expense.
Interest expense increased $2.8 million and $5.0 million for the three and nine months ended
September 30, 2011, respectively, compared with the same periods in 2010. At September 30, 2011,
the Company had $872.4 million of debt outstanding with a weighted average interest rate of 5.1%
compared with $616.9 million of debt outstanding with a weighted average interest rate of 5.0% at
September 30, 2010.
The increase in the Companys interest expense is primarily attributable to an increase in
mortgage interest expense, which increased $1.5 million and $4.1 million for the three and nine
months ended September 30, 2011, respectively, compared with the same periods in 2010 due to the
assumption of additional mortgages associated with the Companys 2011 and 2010 acquisitions. In
July 2011, the Company entered into a three-tranche $175.0 million unsecured term loan and used the
funds to pay down $117.0 million of the outstanding balance on its unsecured revolving credit
facility, to repay its $50.0 million secured term loan and for other general corporate purposes.
The unsecured term loan contributed additional interest expense of $0.9 million for both the three
and nine months ended September 30, 2011. The $50.0 million secured term loan, which was repaid
with funds from the issuance of the $175 million unsecured term loan, was entered into during the
fourth quarter of 2010 and contributed additional interest expense of $0.1 million and $1.1 million
for the three and nine months ended September 30, 2011, respectively. Also, the Company had
incurred additional deferred financing costs with the assumption and issuance of new debt and the
refinancing of its unsecured credit facility, which increased interest expense $0.3 million and
$0.9 million for the three and nine months ended September 30, 2011, respectively, compared with
the same periods in 2010.
For the three and nine months ended September 30, 2011, the Company experienced a decrease in
interest expense associated with its unsecured revolving credit facility of $0.1 million and $0.2
million, respectively, as a higher outstanding balance on the facility was offset by a lower
applicable interest rate. For the three and nine months ended September 30, 2011, the Companys
weighted average borrowings outstanding on its unsecured revolving credit facility was $133.9
million and $133.3 million, respectively, with a weighted average interest rate of 2.7% and 3.0%,
respectively, compared with weighted average borrowings of $125.7 million and $120.5 million with a
weighted average interest rate of 3.3% and 3.6% for the three and nine months ended September 30,
2010, respectively
The increase in interest expense for the nine months ended September 30, 2011 compared with
2010 was partially offset by a decrease of $0.5 million in interest expense associated with the
Companys Exchangeable Senior Notes as $20.1 million of the notes were repurchased in the second
quarter of 2010. In August 2011, the Company repaid its $20.0 million secured term loan with a draw
on its unsecured revolving credit facility, which resulted in a decrease in interest expense of
$0.1 million for both the three and nine months ended September 30, 2011 compared with 2010. Also,
the Company recorded an increase in capitalized interest, as a result of an increase in
construction activities, of $0.2 million and $0.7 million for the three and nine months ended
September 30, 2011, respectively, compared with the same periods in 2010.
The Company uses derivative financial instruments to manage exposure to interest rate
fluctuations on its variable rate debt. As of September 30, 2011, the Company had hedged $200.0
million of its variable rate debt through six interest rate swap agreements, including $150.0
million of variable rate debt that was hedged during the third quarter of 2011. During the nine
months ended September 30, 2010, the Company had fixed LIBOR on $85.0 million of variable rate debt
through two effective interest rate swap agreements, which both expired in August 2010. As a
result, interest expense related to the interest rate swap agreements increased $0.4 million for
the three months ended September 30, 2011 compared with 2010 and decreased $0.5 million for the
nine months ended September 30, 2011 compared with 2010.
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Table of Contents
Interest and other income are summarized as follows:
Three Months Ended | Nine Months Ended | Three Months | Nine Months | |||||||||||||||||||||||||||||
September 30, | September 30, | Percent | Percent | |||||||||||||||||||||||||||||
(amounts in thousands) | 2011 | 2010 | 2011 | 2010 | Increase | Change | Increase | Change | ||||||||||||||||||||||||
$ | 1,534 | $ | 89 | $ | 3,769 | $ | 285 | $ | 1,445 | 1624 | % | $ | 3,484 | 1222 | % |
In December 2010, the Company provided a $25.0 million subordinated loan to the owners of
950 F Street, NW, a 287,000 square-foot office building in Washington, D.C. The loan has a fixed
interest rate of 12.5%. In April 2011, the Company provided a $30.0 million subordinated loan to
the owners of Americas Square, a 461,000 square foot, Class A office complex in Washington, D.C.
The loan has a fixed interest rate of 9.0%. The Company recorded interest income related to these
loans of $1.5 million and $3.6 million for the three and nine months ended September 30, 2011,
respectively. The increase in interest and other income was partially offset by a $0.1 million and
$0.2 million decline in other income for the three and nine months ended September 30, 2011,
respectively, compared to 2010, related to income received from the Company subleasing its former
corporate office space. The Companys lease on its former corporate office space and the associated
sublease agreements expired on December 31, 2010.
Equity in losses of affiliates is summarized as follows:
Three Months Ended | Nine Months Ended | Three Months | Nine Months | |||||||||||||||||||||||||||||
September 30, | September 30, | Percent | Percent | |||||||||||||||||||||||||||||
(amounts in thousands) | 2011 | 2010 | 2011 | 2010 | Increase | Change | Decrease | Change | ||||||||||||||||||||||||
$ | 81 | $ | 75 | $ | 112 | $ | 134 | $ | 6 | 8 | % | $ | 22 | 16 | % |
Equity in losses of affiliates reflects the Companys ownership interest in the
operating results of the properties, in which, it does not have a controlling interest. The
increase in equity in losses of affiliates for the three months ended September 30, 2011 compared
with 2010 reflects a higher aggregate loss generated by the properties owned by these ventures. The
decrease in equity in losses of affiliates for the nine months ended September 30, 2011 compared to
2010 reflects a smaller aggregate loss generated by the properties owned by these ventures.
Gain on early retirement of debt is summarized as follows:
Three Months Ended | Nine Months Ended | Three Months | Nine Months | |||||||||||||||||||||||||||||
September 30, | September 30, | Percent | Percent | |||||||||||||||||||||||||||||
(amounts in thousands) | 2011 | 2010 | 2011 | 2010 | Change | Change | Decrease | Change | ||||||||||||||||||||||||
$ | | $ | | $ | | $ | 164 | | | $ | 164 | 100 | % |
During the second quarter of 2010, the Company issued 0.9 million common shares in
exchange for retiring $13.03 million of Exchangeable Senior Notes and used available cash to retire
$7.02 million of its Exchangeable Senior Notes, which resulted in a gain of $0.2 million, net of
deferred financing costs and discounts. The Company did not have any other retirements of its
Exchangeable Senior Notes or other debt resulting in a gain or loss during the nine months ended
September 30, 2011 and 2010.
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Table of Contents
Benefit from Income Taxes
Benefit from income taxes is summarized as follows:
Three Months Ended | Nine Months Ended | Three Months | Nine Months | |||||||||||||||||||||||||||||
September 30, | September 30, | Percent | Percent | |||||||||||||||||||||||||||||
(amounts in thousands) | 2011 | 2010 | 2011 | 2010 | Increase | Change | Increase | Change | ||||||||||||||||||||||||
$ | 195 | $ | | $ | 655 | $ | | $ | 195 | 100 | % | $ | 655 | 100 | % |
The Company owns four consolidated properties in Washington, D.C., 840 First Street, NE,
1211 Connecticut Avenue, NW, 440 First Street, NW and 1005 First Street, NE that are subject to
income-based franchise taxes as a result of conducting business in Washington, D.C. The Company
recorded a benefit from income taxes of $0.2 million and $0.7 million for the three and nine months
ended September 30, 2011, respectively. The Company did not own any properties located in
Washington, D.C. that were subject to any Washington, D.C. income-based franchise taxes during the
three and nine months ended September 30, 2010.
Loss from Discontinued Operations
Loss from discontinued operations is summarized as follows:
Three Months Ended | Nine Months Ended | Three Months | Nine Months | |||||||||||||||||||||||||||||
September 30, | September 30, | Percent | Percent | |||||||||||||||||||||||||||||
(amounts in thousands) | 2011 | 2010 | 2011 | 2010 | Decrease | Change | Decrease | Change | ||||||||||||||||||||||||
$ | | $ | 3,153 | $ | 873 | $ | 2,855 | $ | 3,153 | 100 | % | $ | 1,982 | 69 | % |
Discontinued operations reflect the operating results of Aquia Commerce Center I & II and
Gateway West (which were both sold in the second quarter of 2011), Old Courthouse Square (which was
sold in the first quarter of 2011), and Deer Park and 7561 Lindbergh Drive (which were both sold in
the second quarter of 2010). Gateway West, Old Courthouse Square, Deer Park and 7561 Lindbergh
Drive were located in the Companys Maryland reporting segment and Aquia Commerce Center I & II was
located in the Companys Northern Virginia reporting segment. For the three months ended September
30, 2010, the Company recorded a $3.4 million impairment charge related to its Old Courthouse
Square property, which was sold in 2011. For the nine months ended September 30, 2011 and 2010,
impairment charges associated with disposed properties were partially offset by gains on sale of
real estate properties of $2.0 million and 0.6 million, respectively. The Company has had, and will
have, no continuing involvement with these properties subsequent to their disposal.
Net loss attributable to noncontrolling interests
Net loss attributable to noncontrolling interests is summarized as follows:
Three Months Ended | Nine Months Ended | Three Months | Nine Months | |||||||||||||||||||||||||||||
September 30, | September 30, | Percent | Percent | |||||||||||||||||||||||||||||
(amounts in thousands) | 2011 | 2010 | 2011 | 2010 | Increase | Change | Increase | Change | ||||||||||||||||||||||||
$ | 265 | $ | 55 | $ | 469 | $ | 103 | $ | 210 | 382 | % | $ | 366 | 355 | % |
Net loss attributable to noncontrolling interests reflects the ownership interests in the
Companys net income or loss attributable to parties other than the Company. The change in net loss
attributable to noncontrolling interests can be attributed to an increase in net loss during the
three and nine months ended September 30, 2011 compared with the same periods in 2010.
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Table of Contents
The percentage of the Operating Partnership owned by noncontrolling interests increased to
5.5% as of September 30, 2011 compared with 1.9% as of September 30, 2010, which was due to the
issuance of 1,418,715 Operating Partnership units to
partially fund the acquisition of 840 First Street, NE during the first quarter of 2011 and
the issuance of an additional 544,673 Operating Partnership units during the third quarter of 2011
to satisfy a contingent consideration obligation owed to the seller of 840 First Street, NE. At
September 30, 2011, the Company had entered into three joint ventures in which it had a controlling
interest and, therefore, consolidates the respective joint ventures operating results within in
consolidated statements of operations. At September 30, 2010, the Company did not have a
controlling interest in any joint ventures. The Company reflects the joint venture partners
operating results as net income or loss attributable to noncontrolling interests within its
statements of operations. For the three and nine months ended September 30, 2011, the joint venture
partners aggregate share in the operating results of the Companys consolidated joint ventures was
a $7 thousand loss.
Same Property Net Operating Income
Same Property Net Operating Income (Same Property NOI), defined as operating revenues
(rental, tenant reimbursements and other revenues) less operating expenses (property operating
expenses, real estate taxes and insurance) from the properties whose period-over-period operations
can be viewed on a comparative basis , is a primary performance measure the Company uses to assess
the results of operations at its properties. Same Property NOI is a non-GAAP measure. As an
indication of the Companys operating performance, Same Property NOI should not be considered an
alternative to net income calculated in accordance with GAAP. A reconciliation of the Companys
Same Property NOI to net income from its consolidated statements of operations is presented below.
The Same Property NOI results exclude corporate-level expenses, as well as certain transactions,
such as the collection of termination fees, as these items vary significantly period-over-period
and thus impact trends and comparability. Also, the Company eliminates depreciation and
amortization expense, which are property level expenses, in computing Same Property NOI because
these are non-cash expenses that are based on historical cost accounting assumptions and management
believes these expenses do not offer the investor significant insight into the operations of the
property. This presentation allows management and investors to distinguish whether growth or
declines in net operating income are a result of increases or decreases in property operations or
the acquisition of additional properties. While this presentation provides useful information to
management and investors, the results below should be read in conjunction with the results from the
consolidated statements of operations to provide a complete depiction of total Company performance.
The Company also presents Same Property NOI results for each of its reporting segments, including
its Washington, D.C. reporting segment, which had one property owned for the entirety of the three
months September 30, 2011 and 2010.
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Table of Contents
Comparison of the Three and Nine Months Ended September 30, 2011 with the Three and Nine Months
Ended September 30, 2010
The following table of selected operating data provides the basis for our discussion of Same
Property NOI for the periods presented:
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
September 30, | $ | % | September 30, | $ | % | |||||||||||||||||||||||||||
(dollars in thousands) | 2011 | 2010 | Change | Change | 2011 | 2010 | Change | Change | ||||||||||||||||||||||||
Number of buildings (1)(2) |
167 | 167 | | | 166 | 166 | | | ||||||||||||||||||||||||
Same property revenue |
||||||||||||||||||||||||||||||||
Rental |
$ | 27,599 | $ | 27,807 | $ | (208 | ) | (0.7 | ) | $ | 78,862 | $ | 79,611 | $ | (749 | ) | (0.9 | ) | ||||||||||||||
Tenant reimbursements |
6,120 | 5,949 | 171 | 2.9 | 17,453 | 18,105 | (652 | ) | (3.6 | ) | ||||||||||||||||||||||
Total same property revenue |
33,719 | 33,756 | (37 | ) | (0.1 | ) | 96,315 | 97,716 | (1,401 | ) | (1.4 | ) | ||||||||||||||||||||
Same property operating expenses |
||||||||||||||||||||||||||||||||
Property |
7,894 | 7,735 | 159 | 2.1 | 22,095 | 23,233 | (1,138 | ) | (4.9 | ) | ||||||||||||||||||||||
Real estate taxes and insurance |
3,048 | 2,924 | 124 | 4.2 | 8,689 | 9,083 | (394 | ) | (4.3 | ) | ||||||||||||||||||||||
Total same property operating expenses |
10,942 | 10,659 | 283 | 2.7 | 30,784 | 32,316 | (1,532 | ) | (4.7 | ) | ||||||||||||||||||||||
Same property net operating income |
$ | 22,777 | $ | 23,097 | $ | (320 | ) | (1.4 | ) | $ | 65,531 | $ | 65,400 | $ | 131 | 0.2 | ||||||||||||||||
Reconciliation to net income |
||||||||||||||||||||||||||||||||
Same property net operating income |
$ | 22,777 | $ | 23,097 | $ | 65,531 | $ | 65,400 | ||||||||||||||||||||||||
Non-comparable net operating income (3) |
6,873 | (18 | ) | 18,510 | 1,445 | |||||||||||||||||||||||||||
General and administrative expenses |
(4,354 | ) | (3,475 | ) | (12,546 | ) | (10,859 | ) | ||||||||||||||||||||||||
Acquisition costs |
(1,737 | ) | (361 | ) | (4,475 | ) | (2,025 | ) | ||||||||||||||||||||||||
Depreciation and amortization |
(16,088 | ) | (10,608 | ) | (45,381 | ) | (30,487 | ) | ||||||||||||||||||||||||
Impairment of real estate asset |
(3,111 | ) | | (3,111 | ) | | ||||||||||||||||||||||||||
Contingent consideration related to acquisition of
property |
1,487 | | 1,487 | (710 | ) | |||||||||||||||||||||||||||
Other expenses, net |
(9,754 | ) | (8,417 | ) | (26,650 | ) | (25,018 | ) | ||||||||||||||||||||||||
Benefit from income taxes |
195 | | 655 | | ||||||||||||||||||||||||||||
Discontinued operations (4) |
| (3,153 | ) | (873 | ) | (2,855 | ) | |||||||||||||||||||||||||
Net loss |
$ | (3,712 | ) | $ | (2,935 | ) | $ | (6,853 | ) | $ | (5,109 | ) | ||||||||||||||||||||
Weighted Average | Weighted Average | |||||||||||||||||||||||||||||||
Occupancy | Occupancy | |||||||||||||||||||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||||||||||||||||||
Same Properties |
83.1 | % | 85.1 | % | 83.6 | % | 85.1 | % |
(1) | Same property results reflect properties whose results can be viewed on a comparative basis for the periods presented. Same property results exclude the results of the following non
same-properties: RiversPark I and II, Three Flint Hill, Battlefield Corporate Center, Redland Corporate Center, Atlantic Corporate Park, 1211 Connecticut Ave, NW, 440 First Street, NW, 7458 Candlewood Road,
1750 H Street, NW, Aviation Business Park, Cedar Hill I & III, Merrill Lynch, 840 First Street, NE, One Fair Oaks, Greenbrier Towers I & II, 1005 First Street, NE, Davis Drive and Sterling Park Building
7. |
|
(2) | The Company acquired 500 First Street, NW on June 30, 2010. The property was the Companys first acquisition in its Washington, D.C. region and is only included above in the quarter over quarter
comparison as it was not owned by the Company for the entirety of the nine months ended September 30, 2010. |
|
(3) | Non-comparable net operating income has been adjusted to reflect a normalized management fee percentage in lieu of an
administrative overhead allocation for comparative purposes. |
|
(4) | Discontinued operations represent the results of operations and subsequent dispositions of Aquia Commerce Center I&II, Gateway West, Old Courthouse Square, Deer Park and 7561
Lindbergh Drive. |
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Table of Contents
Same Property NOI decreased $0.3 million, or 1.4%, and for the three months ended
September 30, 2011 and increased $0.1 million for the nine months ended September 30, 2011 compared
with the same periods in 2010. Total same property revenues slightly decreased for the three
months ended September 30, 2011 and decreased $1.4 million for the nine months ended September 30,
2011 compared with the same periods in 2010 due to an increase in vacancy. The increase in vacancy
for the three months ended September 30, 2011 was partially offset by an increase in rental rates
and construction management fees. The decrease in total same property revenues for the nine months
ended September 30, 2011 was also attributable to a reduction in recoverable expenses due to lower
snow and ice removal costs. Compared with 2010, total same property expenses increased $0.3
million for the three months ended September 30, 2011 due to an increase in real estate taxes as
the third quarter of 2011 reflected higher tax assessments on several properties, and decreased
$1.5 million for the nine months ended September 30, 2011 due to a reduction in snow and ice
removal costs and real estate taxes, which were the result of lower tax assessments from the
previous year.
Maryland
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
September 30, | $ | % | September 30, | $ | % | |||||||||||||||||||||||||||
(dollars in thousands) | 2011 | 2010 | Change | Change | 2011 | 2010 | Change | Change | ||||||||||||||||||||||||
Number of buildings (1) |
63 | 63 | | | 63 | 63 | | | ||||||||||||||||||||||||
Same property revenue |
||||||||||||||||||||||||||||||||
Rental |
$ | 8,601 | $ | 8,715 | $ | (114 | ) | (1.3 | ) | $ | 25,669 | 25,962 | $ | (293 | ) | (1.1 | ) | |||||||||||||||
Tenant reimbursements |
1,907 | 1,723 | 184 | 10.7 | 5,562 | 5,652 | (90 | ) | (1.6 | ) | ||||||||||||||||||||||
Total same property revenue |
10,508 | 10,438 | 70 | 0.7 | 31,231 | 31,614 | (383 | ) | (1.2 | ) | ||||||||||||||||||||||
Same property operating expenses |
||||||||||||||||||||||||||||||||
Property |
2,243 | 2,420 | (177 | ) | (7.3 | ) | 6,992 | 7,804 | (812 | ) | (10.4 | ) | ||||||||||||||||||||
Real estate taxes and insurance |
993 | 1,042 | (49 | ) | (4.7 | ) | 2,943 | 3,108 | (165 | ) | (5.3 | ) | ||||||||||||||||||||
Total same property operating expenses |
3,236 | 3,462 | (226 | ) | (6.5 | ) | 9,935 | 10,912 | (977 | ) | (9.0 | ) | ||||||||||||||||||||
Same property net operating income |
$ | 7,272 | $ | 6,976 | $ | 296 | 4.2 | $ | 21,296 | $ | 20,702 | $ | 594 | 2.9 | ||||||||||||||||||
Reconciliation to total property operating income: |
||||||||||||||||||||||||||||||||
Same property net operating income |
$ | 7,272 | $ | 6,976 | $ | 21,296 | $ | 20,702 | ||||||||||||||||||||||||
Non-comparable net operating income(2) |
1,202 | 38 | 3,545 | 441 | ||||||||||||||||||||||||||||
Total property operating income |
$ | 8,474 | $ | 7,014 | $ | 24,841 | $ | 21,143 | ||||||||||||||||||||||||
Weighted Average | Weighted Average | |||||||||||||||||||||||||||||||
Occupancy | Occupancy | |||||||||||||||||||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||||||||||||||||||
Same Properties |
82.1 | % | 83.8 | % | 82.3 | % | 83.8 | % |
(1) | Same property results reflect properties whose results can be viewed on a comparative basis for the periods presented. Same property results exclude RiversPark I & II, Aviation Business Park, Redland Corporate Center II
& III, 7458 Candlewood Road and Merrill Lynch. |
|
(3) | Non-comparable net operating income has been adjusted to reflect a normalized management fee percentage in lieu of an administrative
overhead allocation for comparative purposes. |
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Table of Contents
Same Property NOI for the Maryland properties increased $0.3 million and $0.6 million for
the three and nine months ended September 30, 2011, respectively, compared with the same periods in
2010. Total same property revenues increased $0.1 million for the three months ended September 30,
2011, as increases in rental rates and construction management fees offset an increase in vacancy,
and decreased $0.4 million for the nine months ended September 30, 2011 due to an increase in
vacancy. Total same property operating expenses for the Maryland properties decreased $0.2 million
and $1.0 million for the three and nine months ended September 30, 2011, respectively, compared
with the same periods in 2010 due to lower reserves for bad debt expense and real estate taxes.
Total same property revenues also decreased for the nine months ended September 30, 2011 due to a
reduction in snow and ice removal costs.
Northern Virginia
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
September 30, | $ | % | September 30, | $ | % | |||||||||||||||||||||||||||
(dollars in thousands) | 2011 | 2010 | Change | Change | 2011 | 2010 | Change | Change | ||||||||||||||||||||||||
Number of buildings (1) |
49 | 49 | | | 49 | 49 | | | ||||||||||||||||||||||||
Same property revenue |
||||||||||||||||||||||||||||||||
Rental |
$ | 8,224 | $ | 8,070 | $ | 154 | 1.9 | $ | 24,451 | $ | 24,207 | $ | 244 | 1.0 | ||||||||||||||||||
Tenant reimbursements |
1,695 | 1,508 | 187 | 12.4 | 5,336 | 5,616 | (280 | ) | (5.0 | ) | ||||||||||||||||||||||
Total same property revenue |
9,919 | 9,578 | 341 | 3.6 | 29,787 | 29,823 | (36 | ) | (0.1 | ) | ||||||||||||||||||||||
Same property operating expenses |
||||||||||||||||||||||||||||||||
Property |
2,111 | 1,960 | 151 | 7.7 | 6,495 | 6,714 | (219 | ) | (3.3 | ) | ||||||||||||||||||||||
Real estate taxes and insurance |
891 | 699 | 192 | 27.5 | 2,879 | 2,896 | (17 | ) | (0.6 | ) | ||||||||||||||||||||||
Total same property operating
expenses |
3,002 | 2,659 | 343 | 12.9 | 9,374 | 9,610 | (236 | ) | (2.5 | ) | ||||||||||||||||||||||
Same property net operating income |
$ | 6,917 | $ | 6,919 | $ | (2 | ) | 0.0 | $ | 20,413 | $ | 20,213 | $ | 200 | 1.0 | |||||||||||||||||
Reconciliation to total
property operating income |
||||||||||||||||||||||||||||||||
Same property net operating income |
$ | 6.917 | $ | 6,919 | $ | 20,413 | $ | 20,213 | ||||||||||||||||||||||||
Non-comparable net operating
income (loss)(2) |
1,832 | (73 | ) | 3,142 | (34 | ) | ||||||||||||||||||||||||||
Total property operating income |
$ | 8,749 | $ | 6,846 | $ | 23,555 | $ | 20,179 | ||||||||||||||||||||||||
Weighted Average | Weighted Average | |||||||||||||||||||||||||||||||
Occupancy | Occupancy | |||||||||||||||||||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||||||||||||||||||
Same Properties |
84.1 | % | 84.4 | % | 84.0 | % | 84.3 | % |
(1) | Same property results reflect properties whose results can be viewed on a
comparative basis for the periods presented. Same property results exclude the results of
Three Flint Hill, Atlantic Corporate Park, Cedar Hill I & III, One Fair Oaks, Davis Drive and
Sterling Park-Building 7. |
|
(3) | Non-comparable net operating income has been adjusted to reflect
a normalized management fee percentage in lieu of an administrative
overhead allocation for comparative purposes. |
Same Property NOI for the Northern Virginia properties slightly decreased for the three
months ended September 30, 2011 and increased $0.2 million for the nine months ended September 30,
2011 compared with the same periods in 2010. Total same property revenues increased $0.3 million
for the three months ended September 30, 2011, due to an increase in rental rates, and slightly
decreased for the nine months ended September 30, 2011, as an increase in rental rates was offset
by a decline recoverable tenant expenses and non-cash revenue. Total same property operating
expenses increased $0.3 million for the three months ended September 30, 2011, due to an increase
in real estate taxes, and decreased $0.2 million nine months ended September 30, 2011 due to lower
snow and ice removal costs.
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Table of Contents
Southern Virginia
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
September 30, | $ | % | September 30, | $ | % | |||||||||||||||||||||||||||
(dollars in thousands) | 2011 | 2010 | Change | Change | 2011 | 2010 | Change | Change | ||||||||||||||||||||||||
Number of buildings (1) |
54 | 54 | | | 54 | 54 | | | ||||||||||||||||||||||||
Same property revenue |
||||||||||||||||||||||||||||||||
Rental |
$ | 9,390 | $ | 9,933 | $ | (543 | ) | (5.5 | ) | $ | 28,742 | $ | 29,442 | $ | (700 | ) | (2.4 | ) | ||||||||||||||
Tenant reimbursements |
2,008 | 2,336 | (328 | ) | (14.0 | ) | 6,555 | 6,837 | (282 | ) | (4.1 | ) | ||||||||||||||||||||
Total same property revenue |
11,398 | 12,269 | (871 | ) | (7.1 | ) | 35,297 | 36,279 | (982 | ) | (2.7 | ) | ||||||||||||||||||||
Same property operating expenses |
||||||||||||||||||||||||||||||||
Property |
3,117 | 3,027 | 90 | 3.0 | 8,608 | 8,715 | (107 | ) | (1.2 | ) | ||||||||||||||||||||||
Real estate taxes and insurance |
939 | 992 | (53 | ) | (5.3 | ) | 2,867 | 3,079 | (212 | ) | (6.9 | ) | ||||||||||||||||||||
Total same property operating
expenses |
4,056 | 4,019 | 37 | 0.9 | 11,475 | 11,794 | (319 | ) | (2.7 | ) | ||||||||||||||||||||||
Same property net operating income |
$ | 7,342 | $ | 8,250 | $ | (908 | ) | (11.0 | ) | $ | 23,822 | $ | 24,485 | $ | (663 | ) | (2.7 | ) | ||||||||||||||
Reconciliation to total
property operating income |
||||||||||||||||||||||||||||||||
Same property net operating income |
$ | 7,342 | $ | 8,250 | $ | 23,822 | $ | 24,485 | ||||||||||||||||||||||||
Non-comparable net operating
income (loss) (2) |
698 | 26 | 1,033 | 85 | ||||||||||||||||||||||||||||
Total property operating income |
$ | 8,040 | $ | 8,276 | $ | 24,855 | $ | 24,570 | ||||||||||||||||||||||||
Weighted Average | Weighted Average | |||||||||||||||||||||||||||||||
Occupancy | Occupancy | |||||||||||||||||||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||||||||||||||||||
Same Properties |
82.7 | % | 86.0 | % | 84.1 | % | 86.4 | % |
(1) | Same property results reflect properties whose results can be viewed on a
comparative basis for the periods presented. Same property results exclude the results of
Battlefield Corporate Center and Greenbrier Towers I & II. |
|
(3) | Non-comparable net operating income has been adjusted to reflect a
normalized management fee percentage in lieu of an administrative
overhead allocation for comparative purposes. |
Same Property NOI for the Southern Virginia properties decreased $0.9 million and $0.7
million for the three and nine months ended September 30, 2011, respectively, compared with the
same periods in 2010. Total same property revenues decreased $0.9 million and $1.0 million for the
three and nine months ended September 30, 2011, respectively, compared the same periods in 2010 as
a result of an increase in vacancy, a significant portion of which is related to the downsizing of
the sole tenant at 1434 Crossways Boulevard. Total same property operating expenses slightly
increased for the three months ended September 30, 2011, as an increase in utilities was offset by
a decrease in reserves for anticipated bad debt expense, and decreased $0.3 million for the nine
months ended September 30, 2011, primarily due to a decline in real estate taxes, snow and ice
removal costs and reserves for anticipated bad debt expense.
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Table of Contents
Washington, D.C.
Three Months Ended | ||||||||||||||||
September 30, | $ | % | ||||||||||||||
(dollars in thousands) | 2011 | 2010 | Change | Change | ||||||||||||
Number of buildings (1)(2) |
1 | 1 | | | ||||||||||||
Same property revenue |
||||||||||||||||
Rental |
$ | 1,384 | $ | 1,089 | $ | 295 | 27.1 | |||||||||
Tenant reimbursements |
510 | 382 | 128 | 33.5 | ||||||||||||
Total same property revenue |
1,894 | 1,471 | 423 | 28.8 | ||||||||||||
Same property operating expenses |
||||||||||||||||
Property |
423 | 328 | 95 | 29.0 | ||||||||||||
Real estate taxes and insurance |
225 | 191 | 34 | 17.8 | ||||||||||||
Total same property operating
expenses |
648 | 519 | 129 | 24.9 | ||||||||||||
Same property net operating income |
$ | 1,246 | $ | 952 | $ | 294 | 30.9 | |||||||||
Reconciliation to total
property operating income |
||||||||||||||||
Same property net operating income |
$ | 1,246 | $ | 952 | ||||||||||||
Non-comparable net operating income
(loss) (3) |
3,141 | (9 | ) | |||||||||||||
Total property operating income |
$ | 4,387 | $ | 943 | ||||||||||||
Weighted Average | ||||||||||||||||
Occupancy | ||||||||||||||||
2011 | 2010 | |||||||||||||||
Same Properties |
100.0 | % | 100.0 | % |
(1) | Same property results reflect properties whose results can be viewed on a
comparative basis for the periods presented. Same property results exclude the results of 1211
Connecticut Ave, NW, 440 First Street, NW, 1750 H Street, NW, 840 First Street, NE and 1005
First Street, NE. |
|
(2) | The Company acquired 500 First Street, NW on June 30, 2010. The property was the
Companys first acquisition in its Washington, D.C. region and is only included above in
the quarter over quarter comparison as it was not owned by the Company for the entirety of the
nine months ended September 30, 2010. |
|
(3) | Non-comparable net operating income has been adjusted to reflect a
normalized management fee percentage in lieu of an administrative
overhead allocation for comparative purposes. |
Same Property NOI for the Washington, D.C. property increased $0.3 million for the three
months ended September 30, 2011 compared with the same period in 2010. Total same property revenues
increased $0.4 million for the three months ended September 30, 2011 compared with the same period
in 2010 as a result of an increase in rental revenue. Total same property operating expenses
increased $0.1 million for the three months ended September 30, 2011 due to an increase in real
estate taxes and management fees.
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Table of Contents
Liquidity and Capital Resources
Overview
The Company seeks to maintain a flexible balance sheet, with an appropriate balance of cash,
debt, equity and available funds under its unsecured revolving credit facility, to readily provide
access to capital given the volatility of the market and to position itself to take advantage of
potential growth opportunities. The Company expects to meet short-term liquidity requirements
generally through working capital, net cash provided by operations, and, if necessary, borrowings
on its unsecured revolving credit facility. The Companys short-term obligations consist primarily
of the lease for its corporate headquarters, normal recurring operating expenses, regular debt
payments, recurring expenditures for corporate and administrative needs, non-recurring expenditures
such as capital improvements, tenant improvements and redevelopments, leasing commissions and
dividends to preferred and common shareholders.
Over the next twelve months, the Company believes that it will generate sufficient cash flow
from operations and have access to the capital resources, through debt and equity markets,
necessary to expand and develop its business, to fund its operating and administrative expenses, to
continue to meet its debt service obligations and to pay distributions in accordance with REIT
requirements. However, the Companys cash flow from operations could be adversely affected due to
uncertain economic factors and volatility in the financial and credit markets. In particular, the
Company cannot assure that its tenants will not default on their leases or fail to make full rental
payments if their businesses are challenged due to, among other things, the economic conditions
(particularly if the tenants are unable to secure financing to operate their businesses). This may
be particularly true for the Companys tenants that are smaller companies. Further, approximately
13% of the Companys annualized base rent is scheduled to expire during the next fifteen months
and, if it is unable to renew these leases or re-let the space, its cash flow could be negatively
impacted.
The Company also believes that it will have sufficient cash flow or access to capital to meet
its obligations over the next five years. The Company intends to meet long-term funding
requirements for property acquisitions, development, redevelopment and other non-recurring capital
improvements through net cash provided from operations, long-term secured and unsecured
indebtedness, including borrowings under its unsecured revolving credit facility, unsecured term
loans, secured term loans and unsecured senior notes, proceeds from disposal of strategically
identified assets (outright or through joint ventures) and the issuance of equity and debt
securities including common shares through its controlled equity offering program. The amount of
unused capacity under the unsecured revolving credit facility was $113.0 million at September 30,
2011.
For example:
| In January 2011, the Company raised net proceeds of approximately $111 million
through the issuance of 4.6 million 7.75% Series A Preferred Shares. The Company used
$105.0 million of the proceeds to pay down a portion of its unsecured revolving credit
facility; |
| On June 16, 2011, the Company amended and restated its unsecured revolving credit
facility. Under the new agreement, the capacity on the Companys unsecured revolving
credit facility was expanded from $225 million to $255 million and the maturity date
was extended to January 2014 with a one-year extension at the Companys option, which
it intends to exercise. The interest rate on the unsecured revolving credit facility
decreased from a range of LIBOR plus 275 to 375 basis points to a range of LIBOR plus
200 to 300 basis points, depending on the Companys overall leverage; and |
| On July 18, 2011, the Company entered into a three-tranche $175.0 million unsecured
term loan. The unsecured term loans three tranches have maturity dates staggered in
one-year intervals. Tranche A has an outstanding balance of $60.0 million at an
interest rate of LIBOR plus 215 basis points and matures on July 18, 2016. Tranche B
has an outstanding balance of $60.0 million at an interest rate of LIBOR plus 225 basis
points and matures on July 18, 2017. Tranche C has an outstanding balance of $55.0
million at an interest rate of LIBOR plus 230 basis points and matures on July 18,
2018. The Company used the funds to pay down $117.0 million of the outstanding balance
on its unsecured revolving credit facility, to repay its $50.0 million senior secured
term loan and for other general corporate purposes. |
The Companys ability to raise funds through sales of debt and equity securities and access
other third party sources of
capital in the future will be dependent on, among other things, general economic conditions,
general market conditions for REITs, rental rates, occupancy levels, market perceptions and the
trading price of the Companys shares. The Company will continue to analyze which sources of
capital are most advantageous to it at any particular point in time, but the capital markets may
not be consistently available on terms the Company deems attractive, or at all.
50
Table of Contents
Financial Covenants
The Companys outstanding corporate debt agreements contain specific financial covenants that
may impact future financing decisions made by the Company or may be impacted by a decline in
operations. These covenants differ by debt instrument and relate to the Companys allowable
leverage, minimum tangible net worth, fixed charge coverage and other financial metrics. As of
September 30, 2011, the Company was in compliance with all of the financial covenants of its
outstanding debt instruments. Below is a summary of certain financial covenants associated with the
Companys outstanding debt at September 30, 2011 (dollars in thousands):
Unsecured Revolving Credit Facility and Term Loans
Credit Facility / | ||||||||
Unsecured and | ||||||||
Secured Term | ||||||||
Loans | Covenant | |||||||
Unencumbered Pool Leverage(1) |
49.0 | % | < 62.5 | % | ||||
Unencumbered Pool Debt Service Coverage
Ratio(1) |
4.58 | x | > 1.75 | x | ||||
Maximum Consolidated Total Indebtedness |
52.5 | % | < 62.5 | % | ||||
Minimum Tangible Net Worth |
$ | 823,878 | $>697,179 | |||||
Fixed Charge Coverage Ratio |
1.89 | x | > 1.50 | x | ||||
Maximum Secured Debt |
27.2 | % | < 40 | % |
(1) | Only applies to the Companys unsecured revolving credit facility. |
Senior Notes
Senior Notes | Covenant | |||||||
Unencumbered Pool Leverage |
1.81 | x | > 1.50 | x | ||||
Unencumbered Pool Debt Service Coverage Ratio |
4.35 | x | > 1.75 | x | ||||
Maximum Consolidated Total Indebtedness |
56.6 | % | < 65 | % | ||||
Minimum Tangible Net Worth |
$ | 730,394 | $>697,179 | |||||
Fixed Charge Coverage Ratio |
1.71 | x | > 1.50 | x | ||||
Maximum Secured Debt |
28.1 | % | < 40 | % |
Non-Financial Covenants in Mortgage Loan Documents
Certain of the Companys subsidiaries are borrowers on mortgage loans, the terms of which
prohibit certain direct or indirect transfers of ownership interests in the borrower subsidiary (a
Prohibited Transfer). Under the terms of the mortgage loan documents, a lender could assert that
a Prohibited Transfer includes the trading of the Companys common shares on the NYSE, the issuance
of common shares by the Company, or the issuance of units of limited partnership interest in the
Operating Partnership. As of September 30, 2011, the Company believes that there were six mortgage
loans with such Prohibited Transfer provisions, representing an aggregate principal amount
outstanding of approximately $57.2 million, of which two mortgages totaling $38.9 million are
scheduled to mature in 2012. Two of these mortgage loans were entered into prior to the Companys
initial public offering (IPO) in 2003 and four were assumed subsequent to its IPO. In each
instance, the Company received the consent of the mortgage lender to consummate its IPO (for the
two pre-IPO loans) or to acquire the property or the ownership interests of the borrower (for the
post-IPO loans), including the assumption by its subsidiary of the mortgage loan. Generally, the
underlying mortgage documents, previously applicable to a privately held owner, were not changed at
the time of the IPO or the later loan assumptions, although the Company believes that each of the
lenders or servicers was aware that the borrowers ultimate parent was or would become a publicly
traded company. Subsequent to the IPO and the assumption of these additional mortgage loans, the
Company has issued new common shares and shares of the Company have been transferred on the New
York Stock Exchange. Similarly, the Operating Partnership has issued units of limited partnership
interest. To date, no lender or servicer has asserted that a Prohibited Transfer has occurred as a
result of any such transfer of
shares or units of limited partnership interest. If a lender were to be successful in any such
action, the Company could be required to immediately repay or refinance the amounts outstanding, or
the lender may be able to foreclose on the property securing the loan or take other adverse
actions. In addition, in certain cases a Prohibited Transfer could result in the loan becoming
fully recourse to the Company or its Operating Partnership. In addition, if a violation of a
Prohibited Transfer provision were to occur that would permit the Companys mortgage lenders to
accelerate the indebtedness owed to them, it could result in an event of default under the
Companys Series A and Series B Senior Notes, its unsecured revolving credit facility, its
unsecured term loan, its secured term loan and its Exchangeable Senior Notes.
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Table of Contents
Cash Flows
Due to the nature of the Companys business, it relies on net cash provided by operations to
fund its short-term liquidity needs. Net cash provided by operations is substantially dependent on
the continued receipt of rental payments and other expenses reimbursed by the Companys tenants.
The ability of tenants to meet their obligations, including the payment of rent contractually owed
to the Company, and the Companys ability to lease space to new or replacement tenants on favorable
terms, could affect the Companys cash available for short-term liquidity needs. The Company
intends to meet short and long term funding requirements for debt maturities, interest payments,
dividend distributions and capital expenditures through cash flow provided by operations, long-term
secured and unsecured indebtedness, including borrowings under its unsecured revolving credit
facility, proceeds from asset disposals and the issuance of equity and debt securities.
The Company could also fund building acquisitions, development, redevelopment and other
non-recurring capital improvements through additional borrowings, issuance of Operating Partnership
units or sales of assets, outright or through joint ventures.
Consolidated cash flow information is summarized as follows:
Nine Months Ended | ||||||||||||
September 30, | ||||||||||||
(amounts in thousands) | 2011 | 2010 | Change | |||||||||
Cash provided by operating activities |
$ | 26,801 | $ | 29,636 | $ | (2,835 | ) | |||||
Cash used in investing activities |
(126,866 | ) | (96,463 | ) | (30,403 | ) | ||||||
Cash provided by financing activities |
81,431 | 66,617 | 14,814 |
Net cash provided by operating activities decreased $2.8 million for the nine months ended
September 30, 2011 compared with the same period in 2010 primarily due to an increase in cash used
to fund the Companys escrows and reserves accounts, which was the result of additional mortgages
assumed in 2011, and cash used for deferred costs, which include amounts paid for leasing
commissions. The decrease in cash provided by operating activities for the nine months ended
September 30, 2011 compared the same period in 2010 was partially offset by an increase in the
Companys accounts payable and other expenses.
Net cash used in investing activities increased $30.4 million for the nine months ended
September 30, 2011 compared with the same period in 2010 primarily due to an increase in cash used
on additions to rental property and construction in progress. During the nine months ended
September 30, 2011, the Company used $38.5 million of cash on additions to rental property and
construction in progress compared with $14.5 million used during the nine months ended September
30, 2010. The increase in cash used in investing activities was also attributed by the Company
providing a $30.0 million subordinated loan to the owners of an office building located in
Washington, D.C. The increase in cash used by investing activities was partially offset by a
reduction in cash used for property acquisitions. During the first nine months of 2011, the Company
used $75.1 million of cash to acquire six properties and a land parcel compared with the use of
$81.5 million of cash to acquire two office buildings during the first nine months of 2010. The
2011 acquisitions were partially funded by the assumption of mortgage debt totaling $139.4 million
and the issuance of 1,963,388 Operating Partnership units valued at $28.8 million, while the 2010
acquisitions were funded with cash. As part of two property acquisitions in 2011, the Company was
required to escrow $2.0 million for future tenant improvements. As of September 30, 2011, the
Company had paid $8.2 million in deposits on potential acquisitions compared with $3.0 million in
deposits paid as of September 30, 2010. Also, the Company received proceeds of $26.9 million from
the sale of three properties during the nine months ended September 30, 2011 compared with proceeds
of $11.4 million received from the sale of two properties during the same period in 2010.
52
Table of Contents
Net cash provided by financing activities increased $14.8 million for the nine months ended
September 30, 2011 compared with the same period in 2010. During the nine months ended September
30, 2011, the Company issued $348.0 million of debt, which consisted of a $175.0 million unsecured
term loan and borrowings under the Companys unsecured revolving credit
facility totaling $173.0 million compared with borrowings of $51.0 million under its facility
and the issuance of a $39.0 million mortgage loan during the same period in 2010. The increase in
cash provided by financing activities was offset by an increase in the repayment of outstanding
debt, which totaled $339.5 million for the nine months ended September 30, 2011 compared with
repayments totaling $94.8 million during the same period in 2010. During the nine months ended
September 30, 2011, the Company issued 4.6 million of Series A Preferred Shares for net proceeds of
$111.0 million compared with the issuance of 6.8 million common shares for net proceeds of $94.3
million during the nine months ended September 30, 2010. The proceeds from both the preferred and
common share issuances during the nine months ended September 30, 2011 and 2010 were used to pay
down a portion of the outstanding balance on the Companys unsecured revolving credit facility. As
a result of the Companys equity issuances during 2011 and 2010, its cash paid for dividends and
distributions increased $14.7 million for the nine months ended September 30, 2011 compared with
the same period in 2010. During the nine months ended September 30, 2011, the Company received $2.2
million from its consolidated joint venture partners, which were applied toward the acquisitions of
1005 First Street, NE in August 2011 and 1200 17th Street, NW in October 2011.
Contractual Obligations
As of September 30, 2011, the Company had development and redevelopment contractual
obligations of $4.7 million outstanding, primarily related to redevelopment activities at Three
Flint Hill, located in the Companys Northern Virginia reporting segment, which underwent a
complete redevelopment and that was substantially completed at September 30, 2011. As of September
30, 2011, the Company had capital improvement obligations of $3.1 million outstanding. Capital
improvement obligations represent commitments for roof, asphalt, HVAC and common area replacements
contractually obligated as of September 30, 2011. Also, as of September 30, 2011, the Company had
$9.6 million of tenant improvement obligations, primarily related to a tenant at Redland Corporate
Center II & III, which is located in the Companys Maryland reporting segment. The Company
anticipates meeting its contractual obligations related to its construction activities with cash
from its operating activities. In the event cash from the Companys operating activities is not
sufficient to meet its contractual obligations, the Company can access additional capital through
its unsecured revolving credit facility. At September 30, 2011, the Company had $113.0 million
available under its unsecured revolving credit facility.
In connection with the Companys 2009 acquisition of Ashburn Center, the Company entered into
a contingent consideration fee agreement with the seller under which the Company will be obligated
to pay additional consideration upon the property achieving stabilization per specified terms of
the agreement. During the first quarter of 2010, the Company leased the remaining vacant space at
the property and recorded a contingent consideration charge of $0.7 million, which reflected an
increase in the anticipated fee to the seller. As of September 30, 2011, the Companys total
contingent consideration obligation to the former owner of Ashburn Center was approximately $1.4
million.
On December 29, 2010, the Company entered into an unconsolidated joint venture with AEW
Capital Management, L.P. and acquired Aviation Business Park, a three-building, single-story,
office park totaling 121,000 square feet in Glen Burnie, Maryland. The property was acquired by the
joint venture through a deed-in-lieu of foreclosure in return for additional consideration to the
owner if certain future leasing hurdles are met. As of
September 30, 2011, the joint ventures total
contingent consideration obligation to the former owner of Aviation Business Park was approximately
$0.1 million, which is not reflected on the Companys condensed consolidated financial statements.
On March 25, 2011, the Company acquired 840 First Street, NE, in Washington, D.C. for an
aggregate purchase price of $90.0 million, with up to $10.0 million of additional consideration
payable in Operating Partnership units upon the terms of a lease renewal by the buildings sole
tenant or the re-tenanting of the property. As a result, the Company recorded a contingent
consideration obligation of $9.4 million at acquisition. In July 2011, the buildings sole tenant
renewed its lease through August 2023 on the entire building with the exception of two floors. As a
result, the Company issued 544,673 Operating Partnership units to satisfy a portion of its
contingent consideration obligation. The Company recognized a $1.5 million gain associated with the
issuance of the additional units, which represented the difference between the contractual value of
the units and the fair value of the units at the date of issuance. At September 30, 2011, the
remaining contingent consideration obligation was $0.7 million, which may result in the issuance of
additional units dependent upon the leasing of any of the vacant space.
As
of September 30, 2011, the Company had $8.2 million in
non-refundable deposits outstanding for future
acquisitions, including 1200 17th Street, NW, which was acquired through a joint venture
for $39.6 million on October 12, 2011 and financed through a draw on its unsecured revolving credit
facility, the placement of a $20 million mortgage and available cash. The Company also has two additional
acquisitions under contract, one of which will be acquired through a joint venture. The Companys
share of the total consideration for these transactions will be approximately $70 million, including the
assumption of approximately $39 million of mortgage debt. The additional transactions are
expected to close in November 2011.
The Company had no other material contractual obligations as of September 30, 2011.
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Off-Balance Sheet Arrangements
On January 1, 2010 and March 17, 2009, the Company deconsolidated the joint ventures that own
RiversPark I and II, respectively, and removed all their related assets and liabilities from its
consolidated balance sheets as of the date of deconsolidation. The Company remains liable for $7.0
million of mortgage debt, which represents its proportionate share. During the fourth quarter
2010, the Company entered into separate unconsolidated joint ventures with a third party to
acquire 1750 H Street, NW and Aviation Business Park. For more information, see footnote 5 -
Investment in Affiliates.
Distributions
The Company is required to distribute to its shareholders at least 90% of its REIT taxable
income in order to qualify as a REIT, including some types of taxable income it recognizes for tax
purposes but with regard to which it does not receive corresponding cash. In addition, the Company
must distribute to its shareholders 100% of its taxable income to eliminate its U.S. federal income
tax liability. Funds used by the Company to pay dividends on its common shares are provided through
distributions from the Operating Partnership. For every common share of the Company, the Operating
Partnership has issued to the Company a corresponding common unit. The Company is the sole general
partner of and, as of September 30, 2011, owned 95.5% interest in, the Operating Partnerships
units. The remaining interests in the Operating Partnership are limited partnership interests, some
of which are owned by several of the Companys executive officers and trustees who contributed
properties and other assets to the Company upon its formation, and other unrelated parties. The
Operating Partnership is required to make cash distributions to the Company in an amount sufficient
to meet its distribution requirements. The cash distributions by the Operating Partnership reduce
the amount of cash that is available for general corporate purposes, which includes repayment of
debt, funding acquisitions or construction activities, and for other corporate operating
activities. On a quarterly basis, the Companys management team recommends a distribution amount
that is approved by the Companys Board of Trustees. The amount of future distributions will be
based on taxable income, cash from operating activities and available cash and at the discretion of
the Companys Board of Trustees.
Dividends
On October 25, 2011, the Company declared a dividend of $0.20 per common share, equating to an
annualized dividend of $0.80 per common share. The dividend is payable on November 11, 2011 to
common shareholders of record as of November 4, 2011. The Company also declared a dividend of
$0.484375 per share on its Series A Preferred Shares. The dividend is payable on November 15, 2011
to preferred shareholders of record as of November 4, 2011. For each dividend paid by the Company
on its common stock, the Operating Partnership distributes an equivalent distribution on its
Operating Partnership units.
Funds From Operations
Funds from operations (FFO) is a non-GAAP measure used by many investors and analysts that
follow the real estate industry. The Company considers FFO a useful measure of performance for an
equity REIT because it facilitates an understanding of the operating performance of its properties
without giving effect to real estate depreciation and amortization, which assume that the value of
real estate assets diminishes predictably over time. Since real estate values have historically
risen or fallen with market conditions, the Company believes that FFO provides a meaningful
indication of its performance. Management also considers FFO an appropriate supplemental
performance measure given its wide use by and relevance to investors and analysts. FFO, reflecting
the assumption that real estate asset values rise or fall with market conditions, principally
adjusts for the effects of GAAP depreciation and amortization of real estate assets, which assume
that the value of real estate diminishes predictably over time.
As defined by the National Association of Real Estate Investment Trusts (NAREIT) in its
March 1995 White Paper (as amended in November 1999 and April 2002), FFO represents net income
(computed in accordance with GAAP), excluding gains (losses) on sales of real estate, plus real
estate-related depreciation and amortization and after adjustments for unconsolidated partnerships
and joint ventures. The Company computes FFO in accordance with NAREITs definition, which may
differ from the methodology for calculating FFO, or similarly titled measures, used by other
companies and this may not be comparable to those presentations. The Companys methodology for
computing FFO adds back noncontrolling interests in the income from its Operating Partnership in
determining FFO. The Company believes this is appropriate as Operating Partnership units are
presented on an as-converted, one-for-one basis for shares of stock in determining FFO per diluted
share.
On October 31, 2011, NAREIT issued revised guidance regarding the exclusion of impairment
write-downs of depreciable assets in reported FFO. As a result, the Company will exclude
impairment losses from FFO in future periods and will restate historical FFO to exclude such
charges consistent with NAREITs guidance.
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Further, FFO does not represent amounts available for managements discretionary use because
of needed capital replacement or expansion, debt service obligations or other commitments and
uncertainties, nor is it indicative of funds available to fund the Companys cash needs, including
its ability to make distributions. The Companys presentation of FFO should not be considered as an
alternative to net income (computed in accordance with GAAP) as an indicator of the Companys
financial performance or to cash flow from operating activities (computed in accordance with GAAP)
as an indicator of its liquidity.
The following table presents a reconciliation of net loss attributable to common shareholders
to FFO available to common shareholders and unitholders (amounts in thousands):
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||
2011 | 2010 | 2011 | 2010 | ||||||||||||||||
Net loss attributable to common shareholders |
$ | (5,675 | ) | $ | (2,880 | ) | $ | (12,623 | ) | $ | (5,006 | ) | |||||||
Add: Depreciation and amortization: |
|||||||||||||||||||
Real estate assets |
16,088 | 10,608 | 45,381 | 30,487 | |||||||||||||||
Discontinued operations |
| 284 | 520 | 1,099 | |||||||||||||||
Unconsolidated joint ventures |
520 | 188 | 1,556 | 426 | |||||||||||||||
Consolidated joint venture |
(21 | ) | | (61 | ) | | |||||||||||||
Gain on sale of real estate properties |
| | (1,954 | ) | (557 | ) | |||||||||||||
Net loss attributable to noncontrolling
interests in the Operating Partnership |
(272 | ) | (55 | ) | (476 | ) | (103 | ) | |||||||||||
FFO available to common shareholders and
unitholders |
$ | 10,640 | $ | 8,145 | $ | 32,343 | $ | 26,346 | |||||||||||
Weighted average common shares and Operating
Partnership units outstanding diluted |
51,830 | 38,165 | 51,380 | 35,718 |
Forward Looking Statements
This report contains forward-looking statements within the meaning of the federal securities
laws. Forward-looking statements, which are based on certain assumptions and describe future
plans, strategies and expectations of the Company, are generally identifiable by use of the words
believe, expect, intend, anticipate, estimate, project or similar expressions. The
Companys ability to predict results or the actual effect of future plans or strategies is
inherently uncertain. Certain factors that could cause actual results to differ materially from
the Companys expectations include changes in general or regional economic conditions; the
Companys ability to timely lease or re-lease space at current or anticipated rents; changes in
interest rates; changes in operating costs; the Companys ability to complete current and future
acquisitions; the Companys ability to obtain additional financing; the Companys ability to
manage its current debt levels and repay or refinance its indebtedness upon maturity or other
required payment dates; the Companys ability to obtain debt and/or financing on attractive terms,
or at all; and other risks detailed under Risk Factors in Part I, Item 1A in our Annual Report
on Form 10-K for the year ended December 31, 2010 and in the other documents the Company files
with the SEC. Many of these factors are beyond the Companys ability to control or predict.
Forward-looking statements are not guarantees of performance. For forward-looking statements
herein, the Company claims the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995. The Company assumes no
obligation to update or supplement forward-looking statements that become untrue because of
subsequent events. We have no duty to, and do not intend to, update or revise the forward-looking
statements in this discussion after the date hereof, except as may be required by law. In light of
these risks and uncertainties, you should keep in mind that any forward-looking statement made in
this discussion, or elsewhere, might not occur.
ITEM 3: | QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK |
The Companys future income, cash flows and fair values relevant to financial instruments are
dependent upon prevailing market interest rates. In the normal course of business, the Company is
exposed to the effect of interest rate changes. The Company has historically entered into
derivative agreements to mitigate exposure to unexpected changes in interest. Market risk refers to
the risk of loss from adverse changes in market interest rates. The Company periodically uses
derivative financial instruments to seek to manage, or hedge, interest rate risks related to its
borrowings. The Company does not use derivatives for
trading or speculative purposes and only enters into contracts with major financial
institutions based on their credit rating and other factors. The Company intends to enter into
derivative agreements only with counterparties that it believes have a strong credit rating to
mitigate the risk of counterparty default or insolvency.
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Table of Contents
At September 30, 2011, the Companys exposure to variable interest rates consisted of
borrowings of $175.0 million on a three-tranche unsecured term loan, $142.0 million on its
unsecured revolving credit facility and $30.0 million on a secured term loan. A change in interest
rates of 1% would result in an increase or decrease of $3.5 million in interest expense on an
annualized basis. As of September 30, 2011, the Company had fixed LIBOR on $200.0 million of its
variable rate debt though six interest rate swap agreements, of which five interest rate swap
agreements that fixed LIBOR on $150.0 million of variable rate debt were entered into in the third
quarter of 2011.
The table below summarizes the Companys interest rate swap agreements as of September 30,
2011 (dollars in thousands):
Interest Rate | ||||||||||||||||
Contractual | Fixed LIBOR | |||||||||||||||
Effective Date | Maturity Date | Amount | Component | Interest Rate | ||||||||||||
January 2011 |
July 2014 | $ | 50,000 | LIBOR | 1.474 | % | ||||||||||
July 2011 |
July 2016 | 35,000 | LIBOR | 1.754 | % | |||||||||||
July 2011 |
July 2016 | 25,000 | LIBOR | 1.7625 | % | |||||||||||
July 2011 |
July 2017 | 30,000 | LIBOR | 2.093 | % | |||||||||||
July 2011 |
July 2017 | 30,000 | LIBOR | 2.093 | % | |||||||||||
September 2011 |
July 2018 | 30,000 | LIBOR | 1.660 | % | |||||||||||
$ | 200,000 | |||||||||||||||
For fixed rate debt, changes in interest rates generally affect the fair value of debt but not
the earnings or cash flow of the Company. See footnote 10, Fair Value Measurements for more
information on the fair value of the Companys debt.
ITEM 4: | CONTROLS AND PROCEDURES |
The Company carried out an evaluation with the participation of the Companys management,
including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
Companys disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities
Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this
report. Based upon that evaluation, the Companys Chief Executive Officer and Chief Financial
Officer concluded that the Companys disclosure controls and procedures are effective to ensure
that information required to be disclosed by the Company in the reports that the Company files, or
submits under the Exchange Act, is recorded, processed, summarized and reported, within the time
periods specified in the SECs rules and forms, and that such information is accumulated and
communicated to the Companys management, including its Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required disclosure.
There has been no change in the Companys internal control over financial reporting during the
three months ended September 30, 2011, that has materially affected, or is reasonably likely to
materially affect, the Companys internal control over financial reporting.
In October 2011, the Company replaced its accounting software with a new integrated ERP
system, Yardi Voyager. The Company does not anticipate the implementation of the new software will
result in any significant change to internal controls over financial reporting during the remainder
of 2011.
56
Table of Contents
PART II: OTHER INFORMATION
Item 1. | Legal Proceedings |
As of September 30, 2011, the Company was not subject to any material pending legal proceedings.
Item 1A. | Risk Factors |
As of September 30, 2011, there were no material changes to the Companys risk factors previously
disclosed in Item 1A, Risk Factors in its Annual Report on Form 10-K for the year ended December
31, 2010 and updated in Item 1A Risk Factors in its Quarterly Report on Form 10-Q for the quarter
ended June 30, 2011.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
Not applicable.
Item 3. | Defaults Upon Senior Securities |
Not applicable.
Item 4. | Removed and Reserved |
Item 5. | Other Information |
Not applicable.
Item 6. | Exhibits |
No. | Description | |||
3.1 | Amended and Restated Declaration of Trust of the Registrant (incorporated by reference to Exhibit
3.1 to the Registrants Registration Statement on Form S-11 (Registration No. 333-107172), as filed
with the SEC on October 1, 2003). |
|||
3.2 | Articles Supplementary designating First Potomac Realty Trusts 7.750% Series A Cumulative
Redeemable Perpetual Preferred Shares, liquidation preference $25.00 per share, par value $0.001 per
share (incorporated by reference to Exhibit 3.2 to the Companys Form 8-A filed on January 18, 2011) |
|||
3.3 | Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the
Registrants Registration Statement on Form S-11 (Registration No. 333-107172), as filed with the
SEC on October 1, 2003). |
|||
4.1 | Amended and Restated Agreement of Limited Partnership of First Potomac Realty Investment, L.P. dated
September 15, 2003 (incorporated by reference to Exhibit 3.3 to the Registrants Registration
Statement on Form S-11 (Registration No. 333-107172), as filed with the SEC on October 1, 2003). |
|||
4.2 | Amendment No. 13 to Amended and Restated Limited Partnership Agreement of First Potomac Realty
Investment Limited Partnership (incorporated by reference to Exhibit 10.1 to the Companys Current
Report on Form 8-K filed on January 19, 2011). |
|||
4.3 | Amendment No. 14 to Amended and Restated Limited Partnership Agreement of First Potomac Realty
Investment Limited Partnership (incorporated by reference to Exhibit 4.3 to the Registrants
Quarterly Report on Form 10-Q for the quarter ended March 31, 2011). |
|||
4.4 | Form of First Potomac Realty Investment Limited Partnership 6.41% Senior Notes, Series A, due 2013
(incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K as filed
with the SEC
on June 23, 2006). |
|||
4.5 | Form of First Potomac Realty Investment Limited Partnership 6.55% Senior Notes, Series B, due 2016
(incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K as filed
with the SEC
on June 23, 2006). |
|||
4.6 | Note Purchase Agreement by and among the Registrant, First Potomac Realty Investment Limited
Partnership and the several Purchasers listed on the signature pages thereto, dated as of June 22,
2006 (incorporated by reference to Exhibit 4.3 to the Registrants Current Report on Form 8-K filed
on June 23, 2006). |
57
Table of Contents
No. | Description | |||
4.7 | First Amendment, Consent and Waiver dated as of November 5, 2010 to the Note Purchase Agreement
dated as of June 22, 2006, by and among the Registrant, First Potomac Realty Investment Limited
Partnership and the several Purchasers listed on the signature pages thereto (incorporated by
reference to Exhibit 4.6 to the Registrants Annual Report on Form 10-K for the year ended December
31, 2010). |
|||
4.8 | Trust Guaranty, entered into by the Registrant, dated as of June 22, 2006 (incorporated by reference
to Exhibit 4.4 to the Registrants Current Report on Form 8-K filed on June 23, 2006). |
|||
4.9 | Subsidiary Guaranty, dated as of June 22, 2006 (incorporated by reference to Exhibit 4.5 to the
Registrants Current Report on Form 8-K filed on June 23, 2006). |
|||
4.10 | Indenture, dated as of December 11, 2006, by and among First Potomac Realty Investment Limited
Partnership, the Registrant, as Guarantor, and Wells Fargo Bank, National Association, as Trustee
(incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed on
December 12, 2006). |
|||
4.11 | Form of First Potomac Realty Investment Limited Partnership 4.0% Exchangeable Senior Note due 2011 (incorporated by reference to Exhibit 4.2 to the
Registrants Current Report on Form 8-K filed on December 12, 2006). |
|||
10.1 | Term Loan Agreement, dated as of
July 18, 2011, by and among First
Potomac Realty Investment Limited
Partnership and its subsidiaries
listed on Schedule 1 thereto,
KeyBank National Association, as a
lender and administrative agent, and
the other lenders and agents party
thereto (incorporated by reference
to Exhibit 10.1 to the Registrants
Current Report on Form 8-K, filed
with the SEC on July 22, 2011). |
|||
10.2 | Guaranty, dated July 18, 2011, by
First Potomac Realty Trust in favor
of the agent and lenders party to
the Term Loan Agreement, dated as of
July 18, 2011 (incorporated by
reference to Exhibit 10.2 to the
Registrants Current Report on Form
8-K, filed with the SEC on July 22,
2011). |
|||
10.3 | Amendment No. 5, dated September 30,
2011, by and among First Potomac
Realty Investment Limited
Partnership and KeyBank National
Association, to the Secured Term
Loan Agreement, dated August 7,
2007, as amended to date, by and
among First Potomac Realty
Investment Limited Partnership,
KeyBank National Association and the
other lending institutions which are
a party thereto (incorporated by
reference to Exhibit 10.1 to the
Registrants Current Report on Form
8-K, filed with the SEC on October
6, 2011). |
|||
31.1* | Certification of Chief Executive
Officer pursuant to Rule
13a-14(a)/15d-14(a) of the
Securities Exchange Act of 1934, as
adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002. |
|||
31.2* | Certification of Chief Financial
Officer pursuant to Rule
13a-14(a)/15d-14(a) of the
Securities Exchange Act of 1934, as
adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002. |
|||
32.1* | Certification of Chief Executive
Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley
Act of 2002 (This exhibit shall not
be deemed filed for purposes of
Section 18 of the Securities
Exchange Act of 1934, as amended, or
otherwise subject to the liability
of that section. Further, this
exhibit shall not be deemed to be
incorporated by reference into any
filing under the Securities Act of
1933, as amended, or the Securities
Exchange Act of 1934, as amended.) |
|||
32.2* | Certification of Chief Financial
Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley
Act of 2002 (This exhibit shall not
be deemed filed for purposes of
Section 18 of the Securities
Exchange Act of 1934, as amended, or
otherwise subject to the liability
of that section. Further, this
exhibit shall not be deemed to be
incorporated by reference into any
filing under the Securities Act of
1933, as amended, or the Securities
Exchange Act of 1934, as amended.) |
|||
101 | XBRL |
XBRL (Extensible Business Reporting Language). The following materials from the First Potomac
Realty Trusts Quarterly Report on Form 10-Q for the period ended September 30, 2011, formatted in
XBRL: (i) Consolidated balance sheets as of September 30, 2011 (unaudited) and December 31, 2010;
(ii) Consolidated statements of operations (unaudited) for the three and nine months ended
September 30, 2011 and 2010; (iii) Consolidated statements of cash flows (unaudited) for the nine
months ended September 30, 2011 and 2010; and (iv) Notes to condensed consolidated financial
statements (unaudited). As provided in Rule 406T of Regulation S-T, this information is furnished
and not filed for purpose of Sections 11 and 12 of the Securities Act and Section 18 of the
Exchange Act.
* | Filed herewith. |
58
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
FIRST POTOMAC REALTY TRUST | ||||
Date: November 8, 2011
|
/s/ Douglas J. Donatelli
|
|||
Chairman of the Board and Chief Executive Officer | ||||
Date: November 8, 2011
|
/s/ Barry H. Bass
Executive Vice President and Chief Financial Officer |
59
Table of Contents
EXHIBIT INDEX
No. | Description | |||
3.1 | Amended and Restated Declaration of Trust of the Registrant (incorporated by reference to Exhibit
3.1 to the Registrants Registration Statement on Form S-11 (Registration No. 333-107172), as filed
with the SEC on October 1, 2003). |
|||
3.2 | Articles Supplementary designating First Potomac Realty Trusts 7.750% Series A Cumulative
Redeemable Perpetual Preferred Shares, liquidation preference $25.00 per share, par value $0.001 per
share (incorporated by reference to Exhibit 3.2 to the Companys Form 8-A filed on January 18, 2011) |
|||
3.3 | Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the
Registrants Registration Statement on Form S-11 (Registration No. 333-107172), as filed with the
SEC on October 1, 2003). |
|||
4.1 | Amended and Restated Agreement of Limited Partnership of First Potomac Realty Investment, L.P. dated
September 15, 2003 (incorporated by reference to Exhibit 3.3 to the Registrants Registration
Statement on Form S-11 (Registration No. 333-107172), as filed with the SEC on October 1, 2003). |
|||
4.2 | Amendment No. 13 to Amended and Restated Limited Partnership Agreement of First Potomac Realty
Investment Limited Partnership (incorporated by reference to Exhibit 10.1 to the Companys Current
Report on Form 8-K filed on January 19, 2011). |
|||
4.3 | Amendment No. 14 to Amended and Restated Limited Partnership Agreement of First Potomac Realty
Investment Limited Partnership (incorporated by reference to Exhibit 4.3 to the Registrants
Quarterly Report on Form 10-Q for the quarter ended March 31, 2011). |
|||
4.4 | Form of First Potomac Realty Investment Limited Partnership 6.41% Senior Notes, Series A, due 2013
(incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K as filed
with the SEC
on June 23, 2006). |
|||
4.5 | Form of First Potomac Realty Investment Limited Partnership 6.55% Senior Notes, Series B, due 2016
(incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K as filed
with the SEC
on June 23, 2006). |
|||
4.6 | Note Purchase Agreement by and among the Registrant, First Potomac Realty Investment Limited
Partnership and the several Purchasers listed on the signature pages thereto, dated as of June 22,
2006 (incorporated by reference to Exhibit 4.3 to the Registrants Current Report on Form 8-K filed
on June 23, 2006). |
|||
4.7 | First Amendment, Consent and Waiver dated as of November 5, 2010 to the Note Purchase Agreement
dated as of June 22, 2006, by and among the Registrant, First Potomac Realty Investment Limited
Partnership and the several Purchasers listed on the signature pages thereto (incorporated by
reference to Exhibit 4.6 to the Registrants Annual Report on Form 10-K for the year ended December
31, 2010). |
|||
4.8 | Trust Guaranty, entered into by the Registrant, dated as of June 22, 2006 (incorporated by reference
to Exhibit 4.4 to the Registrants Current Report on Form 8-K filed on June 23, 2006). |
|||
4.9 | Subsidiary Guaranty, dated as of June 22, 2006 (incorporated by reference to Exhibit 4.5 to the
Registrants Current Report on Form 8-K filed on June 23, 2006). |
|||
4.10 | Indenture, dated as of December 11, 2006, by and among First Potomac Realty Investment Limited
Partnership, the Registrant, as Guarantor, and Wells Fargo Bank, National Association, as Trustee
(incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed on
December 12, 2006). |
|||
4.11 | Form of First Potomac Realty Investment Limited Partnership 4.0% Exchangeable Senior Note due 2011 (incorporated by reference
to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed on December 12, 2006). |
|||
10.1 | Term Loan Agreement, dated as of
July 18, 2011, by and among First
Potomac Realty Investment Limited
Partnership and its subsidiaries
listed on Schedule 1 thereto,
KeyBank National Association, as a
lender and administrative agent, and
the other lenders and agents party
thereto (incorporated by reference
to Exhibit 10.1 to the Registrants
Current Report on Form 8-K, filed
with the SEC on July 22, 2011). |
|||
10.2 | Guaranty, dated July 18, 2011, by
First Potomac Realty Trust in favor
of the agent and lenders party to
the Term Loan Agreement, dated as of
July 18, 2011 (incorporated by
reference to Exhibit 10.2 to the
Registrants Current Report on Form
8-K, filed with the SEC on July 22,
2011). |
Table of Contents
No. | Description | |||
10.3 | Amendment No. 5, dated September 30,
2011, by and among First Potomac
Realty Investment Limited
Partnership and KeyBank National
Association, to the Secured Term
Loan Agreement, dated August 7,
2007, as amended to date, by and
among First Potomac Realty
Investment Limited Partnership,
KeyBank National Association and the
other lending institutions which are
a party thereto (incorporated by
reference to Exhibit 10.1 to the
Registrants Current Report on Form
8-K, filed with the SEC on October
6, 2011). |
|||
31.1* | Certification of Chief Executive
Officer pursuant to Rule
13a-14(a)/15d-14(a) of the
Securities Exchange Act of 1934, as
adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002. |
|||
31.2* | Certification of Chief Financial
Officer pursuant to Rule
13a-14(a)/15d-14(a) of the
Securities Exchange Act of 1934, as
adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002. |
|||
32.1* | Certification of Chief Executive
Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley
Act of 2002 (This exhibit shall not
be deemed filed for purposes of
Section 18 of the Securities
Exchange Act of 1934, as amended, or
otherwise subject to the liability
of that section. Further, this
exhibit shall not be deemed to be
incorporated by reference into any
filing under the Securities Act of
1933, as amended, or the Securities
Exchange Act of 1934, as amended.) |
|||
32.2* | Certification of Chief Financial
Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley
Act of 2002 (This exhibit shall not
be deemed filed for purposes of
Section 18 of the Securities
Exchange Act of 1934, as amended, or
otherwise subject to the liability
of that section. Further, this
exhibit shall not be deemed to be
incorporated by reference into any
filing under the Securities Act of
1933, as amended, or the Securities
Exchange Act of 1934, as amended.) |
|||
101 | XBRL |
XBRL (Extensible Business Reporting Language). The following materials from the First Potomac
Realty Trusts Quarterly Report on Form 10-Q for the period ended September 30, 2011, formatted in
XBRL: (i) Consolidated balance sheets as of September 30, 2011 (unaudited) and December 31, 2010;
(ii) Consolidated statements of operations (unaudited) for the three and nine months ended
September 30, 2011 and 2010; (iii) Consolidated statements of cash flows (unaudited) for the nine
months ended September 30, 2011 and 2010; and (iv) Notes to condensed consolidated financial
statements (unaudited). As provided in Rule 406T of Regulation S-T, this information is furnished
and not filed for purpose of Sections 11 and 12 of the Securities Act and Section 18 of the
Exchange Act.
* | Filed herewith. |