UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) : August 4, 2005
TRIZEC PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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001-16765
(Commission
File Number)
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33-0387846
(I.R.S. Employer
Identification Number) |
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10 S. Riverside Plaza, Suite 1100, Chicago IL
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60606 |
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(312) 798-6000
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition.
On August 4, 2005, Trizec Properties, Inc. (the “Company”) announced its financial results for
the quarter ended June 30, 2005. Copies of the Company’s earnings press release and the Company’s
Supplemental Operating and Financial Data for the Quarter ended June 30, 2005 are furnished as
Exhibit 99.1 and Exhibit 99.2, respectively, to this report on Form 8-K. The information contained
in this report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “filed” with the
Securities and Exchange Commission nor incorporated by reference in any registration statement
filed by the Company under the Securities Act of 1933, as amended.
Item 4.02. Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review.
On July 29, 2005, management of the Company, in consultation with the Audit Committee of the
Board of Directors of the Company, concluded that the Company’s unaudited quarterly financial
statements for the three months ended March 31, 2004, June 30, 2004 and September 30, 2004 included
in the Company’s previously filed Quarterly Reports on Form 10-Q for each of such periods should no
longer be relied upon due to an error in the classification between cash flows from operating and
investing activities in the unaudited consolidated statements of cash flows related to the change
in escrows and restricted cash. The Company intends to file an amendment to its Quarterly Report
on Form 10-Q for the three months ended March 31, 2005 to restate the unaudited consolidated
statement of cash flows for the three months ended March 31, 2004. In addition, the Company will
restate the unaudited consolidated statements of cash flows for the six months ended June 30, 2004
and nine months ended September 30, 2004 in its Quarterly Reports on Form 10-Q for the three months
ended June 30, 2005 and ending September 30, 2005, respectively, when such reports are filed.
These restatements do not affect the previously reported net change in cash and cash equivalents
for the three, six and nine months ended March 31, 2004, June 30, 2004 and September 30, 2004,
respectively, and have no impact on the Company’s previously reported unaudited consolidated
balance sheets, consolidated statements of operations or the related per share amounts as of, or
for the quarterly periods ended, March 31, 2004, June 30, 2004 and September 30, 2004. The
restatements also do not change the non-GAAP measure of funds from operations as discussed in the
Company’s management’s discussion and analysis of financial condition and results of operations
included in each of the Quarterly Reports on Form 10-Q for such periods. In addition, the
restatements will not result in any changes to the previously reported audited consolidated
statement of cash flows for the year ended December 31, 2004, as included in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2004 or the previously reported unaudited
consolidated statement of cash flows for the three months ended March 31, 2005.
Specifically, during the course of preparing the Company’s Form 10-Q for the quarterly period
ended June 30, 2005, management of the Company determined that changes in cash resulting from
property acquisition and disposition activities designated to qualify as tax deferred transactions
under Section 1031 of the Internal Revenue Code were erroneously reflected in the changes in
“Escrows and Restricted Cash” line item under operating activities instead of the changes in
“Escrows and Restricted Cash” line item under investing activities in the Company’s previously
reported unaudited consolidated statements of cash flows for each of the three, six and nine months
ended March 31, 2004, June 30, 2004 and September 30, 2004, respectively. Management of the
Company determined that a component of cash under the changes in the “Escrows and Restricted Cash”
line items in the consolidated statements of cash flows for each such period should be presented
under investing activities rather than operating activities since such amounts related to real
estate acquisition and disposition activities. Management believes such revised presentation is
consistent with accounting principles generally accepted in the United States.
The following table shows the Company’s previously reported and restated cash flows from
operating activities, investing activities and financing activities for each of the three, six and
nine months ended March 31, 2004, June 30, 2004 and September 30, 2004, respectively:
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(in thousands) |
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Three Months Ended March 31, 2004 |
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As Reported |
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Adjustment |
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As Restated |
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Provided by/(Used in) |
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Operating Activities: |
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Escrows and Restricted Cash |
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$ |
27,777 |
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$ |
(21,759 |
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$ |
6,018 |
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Net Cash Provided by Operating Activities |
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70,937 |
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(21,759 |
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49,178 |
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Investing Activities: |
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Escrows and Restricted Cash |
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(766 |
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21,759 |
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20,993 |
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Net Cash Provided by Investing Activities |
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203,023 |
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21,759 |
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224,782 |
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Financing Activities |
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(372,611 |
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— |
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(372,611 |
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Net decrease in Cash and Cash Equivalents |
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$ |
(98,651 |
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— |
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$ |
(98,651 |
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Six
Months Ended June 30, 2004 |
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As Reported |
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Adjustment |
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As Restated |
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Provided by/(Used in) |
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Operating Activities: |
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Escrows and Restricted Cash |
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$ |
(73,985 |
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$ |
79,363 |
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$ |
5,378 |
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Net Cash Provided by Operating Activities |
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30,490 |
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79,363 |
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109,853 |
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Investing Activities: |
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Escrows and Restricted Cash |
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(2,501 |
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(79,363 |
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(81,864 |
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Net Cash Provided by Investing Activities |
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498,136 |
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(79,363 |
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418,773 |
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Financing Activities |
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(485,238 |
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(485,238 |
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Net increase in Cash and Cash Equivalents |
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43,388 |
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$ |
43,388 |
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Nine
Months Ended September 30, 2004 |
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As Reported |
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Adjustment |
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As Restated |
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Provided by/(Used in) |
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Operating Activities: |
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Escrows and Restricted Cash |
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$ |
20,395 |
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$ |
(21,700 |
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$ |
(1,305 |
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Net Cash Provided by Operating Activities |
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211,924 |
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(21,700 |
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190,224 |
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Investing Activities: |
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Escrows and Restricted Cash |
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(5,457 |
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21,700 |
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16,243 |
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Net Cash Provided by Investing Activities |
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195,223 |
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21,700 |
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216,923 |
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Financing Activities |
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(460,918 |
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(460,918 |
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Net decrease in Cash and Cash Equivalents |
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(53,771 |
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$ |
(53,771 |
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Management
of the Company currently is assessing whether these restatements were
a result of a material weakness in our internal control over
financial reporting which would require a revision to our assessment
of internal control over financial reporting.
The Company has discussed this restatement with the Audit Committee. In addition, the Audit
Committee and the Company’s Chief Financial Officer have discussed the matters disclosed in this
filing with PricewaterhouseCoopers LLP, the Company’s independent registered public accounting
firm.