Delaware | 001-16765 | 33-0387846 | ||
(State or other jurisdiction | (Commission | (I.R.S. Employer | ||
of incorporation) | File Number) | Identification Number) |
10 S. Riverside Plaza, Suite 1100, Chicago, IL | 60606 | |
(Address of principal executive offices) | (Zip Code) |
Item 2.01. Completion of Acquisition or Disposition of Assets | ||||||||
Item 9.01. Financial Statements and Exhibits | ||||||||
SIGNATURE | ||||||||
EXHIBIT INDEX | ||||||||
Consent of Independent Accountants |
| 257,000 square foot office building located in the complex known as the Howard Hughes Center at 6060 Center Drive in Los Angeles; | ||
| 288,000 square foot office building located in the Howard Hughes Center at 6080 Center Drive in Los Angeles; | ||
| 286,000 square foot office building located in the Howard Hughes Center at 6100 Center Drive in Los Angeles; | ||
| 103,000 square foot office building located in the Howard Hughes Center at 6601 Center Drive in Los Angeles; | ||
| 318,000 square foot office building known as the Howard Hughes Tower located in the Howard Hughes Center at 6701 Center Drive in Los Angeles; | ||
| 37,000 square foot building known as the Spectrum Center located in Howard Hughes Center at 6701 Park Terrace in Los Angeles; | ||
| 313,000 square foot office building known as the Westwood Center, located at 1100 Glendon Avenue in Los Angeles; | ||
| 161,000 square foot office building, located at 9665 Wilshire Boulevard in Beverly Hills; | ||
| 409,000 square foot office building, located at 5670 Wilshire Boulevard in Los Angeles; | ||
| 471,000 square foot office building known as the World Savings Center, located at 11603 Wilshire Boulevard in Los Angeles; | ||
| 599,000 square foot, four-building office complex known as the Sorrento Towers, located at 5355 and 5375 Mira Sorrento Place in San Diego; | ||
| 566,000 square foot office building located at 701 B Street in San Diego; | ||
| 170,000 square foot office building, located at 707 Broadway in San Diego; and | ||
| certain undeveloped parcels of land located in Los Angeles, which can accommodate the development of up to 490,000 square feet of office space and 600 residential units. |
2
(a) | Financial Statements of Businesses Acquired: | ||
Report of Independent Auditors | |||
Combined Historical Summary of Gross Income and Direct Operating Expenses For the Year Ended December 31, 2005 and the Three Months Ended March 31, 2006 (unaudited) | |||
Notes to the Combined Historical Summary of Gross Income and Direct Operating Expenses | |||
(b) | Pro Forma Financial Information (Unaudited): | ||
Pro Forma Consolidated Balance Sheet as of March 31, 2006 | |||
Pro Forma Consolidated Statement of Operations for the Three Months Ended March 31, 2006 | |||
Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2005 | |||
(c) | Not applicable | ||
(d) | Exhibits |
3
Exhibit Number | Description | |
23.1
|
Consent of Independent Accountants |
4
5
Three Months | ||||||||
Ended | ||||||||
Year Ended | March 31, 2006 | |||||||
$ in thousands | December 31, 2005 | (unaudited) | ||||||
Gross Income |
||||||||
Rentals |
$ | 106,456 | $ | 27,055 | ||||
Recoveries from tenants |
4,814 | 1,950 | ||||||
Parking and other |
20,495 | 5,476 | ||||||
Total Gross Income |
131,765 | 34,481 | ||||||
Direct Operating Expenses |
||||||||
Operating |
34,001 | 8,767 | ||||||
Property taxes |
10,857 | 2,430 | ||||||
Total Direct Operating Expenses |
44,858 | 11,197 | ||||||
Gross Income in Excess of Direct Operating Expenses |
$ | 86,907 | $ | 23,284 | ||||
6
1. | Basis of Presentation and Summary of Significant Accounting Policies | |
On May 2, 2006, Trizec Properties, Inc. (the Corporation) acquired an office portfolio comprising 13 properties containing approximately 4.0 million rentable square feet (unaudited) (collectively, the Properties) and several undeveloped land parcels located in Southern California from Arden Realty, Inc. and certain of its subsidiaries. The Combined Historical Summary of Gross Income and Direct Operating Expenses (the Statements) present the combined gross income and direct operating expenses of the Properties for the year ended December 31, 2005 and the three months ended March 31, 2006 (unaudited). | ||
The accompanying Statements have been prepared on the accrual basis of accounting. The Statements have been prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in a current report on Form 8-K of the Corporation. The Statements are not intended to be a complete presentation of the revenues and expenses of the Properties for the year ended December 31, 2005 and the three month period ended March 31, 2006, as certain expenses, primarily depreciation and amortization expense, interest expense, and other costs not directly related to the future operations of the Properties have been excluded. | ||
Revenue Recognition | ||
Tenant leases are accounted for as operating leases. Rental income is recognized on a straight-line basis over the terms of the respective leases. Recoveries from tenants consists of recoveries of certain operating expenses and property taxes. Recoveries of certain operating expenses and property taxes are recognized as revenue in the period the applicable costs are incurred. | ||
Operating Expenses | ||
Operating expenses include the direct and certain general expenses of operating the Properties and include maintenance, repairs, cleaning, HVAC, ground lease and security costs that are expected to continue in the ongoing operation of the Properties. Expenditures for maintenance and repairs are charged to operations as incurred. | ||
Estimates | ||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions of the reported amounts of gross income and direct operating expenses during the reporting periods. Actual results may differ from those estimates used in the preparation of the financial statements. |
7
2. | Leases | |
The minimum future rentals from tenant leases based on noncancelable operating leases held as of December 31, 2005 are as follows: |
Years ending December 31, | ||||
2006 |
$ | 100,381 | ||
2007 |
89,496 | |||
2008 |
75,583 | |||
2009 |
62,533 | |||
2010 |
50,433 | |||
Thereafter |
116,434 | |||
$ | 494,860 | |||
3. | Contractual Obligations | |
Three of the properties acquired are subject to ground leases. The minimum future contractual obligations under these ground leases as of December 31, 2005 are as follows: |
Years ending December 31, | ||||
2006 |
$ | 968 | ||
2007 |
997 | |||
2008 |
997 | |||
2009 |
997 | |||
2010 |
997 | |||
Thereafter |
95,174 | |||
$ | 100,130 | |||
4. | Combined Historical Summary of Gross Income and Direct Operating Expenses for the Three Months Ended March 31, 2006 | |
The Combined Historical Summary of Gross Income and Direct Operating Expenses for the three months ended March 31, 2006 is unaudited. In the opinion of management, all significant adjustments necessary for a fair presentation of the statement for the interim period have been included. The combined results of operations for the interim period are not necessarily indicative of the combined results of operations to be expected for a full year for the operation of the Properties. |
8
TRIZEC PROPERTIES, INC. | Pro Forma Financial Information (unaudited) |
| 257,000 square foot office building located in the complex known as the Howard Hughes Center at 6060 Center Drive in Los Angeles; | ||
| 288,000 square foot office building located in the Howard Hughes Center at 6080 Center Drive in Los Angeles; | ||
| 286,000 square foot office building located in the Howard Hughes Center at 6100 Center Drive in Los Angeles; | ||
| 103,000 square foot office building located in the Howard Hughes Center at 6601 Center Drive in Los Angeles; | ||
| 318,000 square foot office building known as the Howard Hughes Tower located in the Howard Hughes Center at 6701 Center Drive in Los Angeles; | ||
| 37,000 square foot building known as the Spectrum Center located in Howard Hughes Center at 6701 Park Terrace in Los Angeles; | ||
| 313,000 square foot office building known as the Westwood Center, located at 1100 Glendon Avenue in Los Angeles; | ||
| 161,000 square foot office building, located at 9665 Wilshire Boulevard in Beverly Hills; | ||
| 409,000 square foot office building, located at 5670 Wilshire Boulevard in Los Angeles; | ||
| 471,000 square foot office building known as the World Savings Center, located at 11603 Wilshire Boulevard in Los Angeles; | ||
| 599,000 square foot, four-building office complex known as the Sorrento Towers, located at 5355 and 5375 Mira Sorrento Place in San Diego; | ||
| 566,000 square foot office building located at 701 B Street in San Diego; | ||
| 170,000 square foot office building, located at 707 Broadway in San Diego; and | ||
| certain undeveloped parcels of land located in Los Angeles, which can accommodate the development of up to 490,000 square feet of office space and 600 residential units. |
9
TRIZEC PROPERTIES, INC. | Pro Forma Financial Information (unaudited) |
10
TRIZEC PROPERTIES, INC. | Pro Forma Consolidated Balance Sheet (unaudited) |
Trizec Properties, Inc. | Arden | Trizec Properties, Inc. | ||||||||||
As of March 31, 2006 | Portfolio | As of | ||||||||||
(Historical) | Adjustments | March 31, 2006 | ||||||||||
$ in thousands, except share and per share amounts | (Note 1 (a)) | (Note 1(b)) | (Pro Forma) | |||||||||
Assets |
||||||||||||
Real estate |
$ | 4,484,310 | $ | 1,527,111 | $ | 6,011,421 | ||||||
Less: accumulated depreciation |
(674,789 | ) | | (674,789 | ) | |||||||
Real estate, net |
3,809,521 | 1,527,111 | 5,336,632 | |||||||||
Cash and cash equivalents |
41,473 | | 41,473 | |||||||||
Escrows and restricted cash |
147,080 | | 147,080 | |||||||||
Investment in unconsolidated real
estate joint ventures |
146,406 | | 146,406 | |||||||||
Office tenant receivables |
10,444 | | 10,444 | |||||||||
Deferred
rent receivables |
141,805 | | 141,805 | |||||||||
Other receivables |
8,872 | | 8,872 | |||||||||
Deferred charges |
138,451 | 26,746 | 165,197 | |||||||||
Prepaid expenses and other assets, net |
177,485 | 163,775 | 341,260 | |||||||||
Total Assets |
$ | 4,621,537 | $ | 1,717,632 | $ | 6,339,169 | ||||||
Liabilities and Stockholders Equity |
||||||||||||
Liabilities |
||||||||||||
Mortgage debt and other loans |
$ | 2,009,490 | $ | 58,480 | $ | 2,067,970 | ||||||
Unsecured credit facility |
120,000 | 221,038 | 341,038 | |||||||||
Term loan |
| 1,300,000 | 1,300,000 | |||||||||
Trade, construction and tenant improvement payables |
19,861 | | 19,861 | |||||||||
Accrued interest expense |
6,576 | | 6,576 | |||||||||
Accrued operating expenses and property
taxes |
62,596 | | 62,596 | |||||||||
Other accrued liabilities |
186,615 | 76,686 | 263,301 | |||||||||
Dividends payable |
32,170 | | 32,170 | |||||||||
Taxes payable |
25,881 | | 25,881 | |||||||||
Total Liabilities |
2,463,189 | 1,656,204 | 4,119,393 | |||||||||
Commitments and Contingencies |
| | | |||||||||
Minority Interest |
8,681 | 61,428 | 70,109 | |||||||||
Special Voting and Class F Convertible Stock |
200 | | 200 | |||||||||
Stockholders Equity |
||||||||||||
Preferred stock, 50,000,000 shares
authorized, $0.01 par value, none
issued and outstanding at March 31,
2006 and December 31, 2005 respectively |
| | | |||||||||
Common stock, 500,000,000 shares
authorized, $0.01 par value,
157,241,959 and 156,478,409 issued at
March 31, 2006 and December 31, 2005,
respectively, and 157,180,414 and
156,419,864 outstanding at March 31,
2006 and December 31, 2005,
respectively |
1,572 | | 1,572 | |||||||||
Additional paid in capital |
2,298,013 | | 2,298,013 | |||||||||
Accumulated deficit |
(149,920 | ) | | (149,920 | ) | |||||||
Treasury stock, at cost, 61,545 and
58,545 shares at March 31, 2006 and
December 31, 2005, respectively |
(783 | ) | | (783 | ) | |||||||
Accumulated other comprehensive income |
585 | | 585 | |||||||||
Total Stockholders Equity |
2,149,467 | | 2,149,467 | |||||||||
Total Liabilities and Stockholders Equity |
$ | 4,621,537 | $ | 1,717,632 | $ | 6,339,169 | ||||||
11
TRIZEC PROPERTIES, INC. | Pro Forma Consolidated Statement of Operations (unaudited) |
Trizec Properties, | ||||||||||||||||
Inc. | Trizec Properties, | |||||||||||||||
For the Three | Inc. | |||||||||||||||
Months Ended | Arden | Other | For the Three | |||||||||||||
March 31, 2006 | Portfolio | Pro Forma | Months Ended | |||||||||||||
(Historical) | Adjustments | Adjustments | March 31, 2006 | |||||||||||||
$ in thousands, except share and per share amounts | (Note 2 (a)) | (Note 2 (b)) | (Note 2 (c)) | (Pro Forma) | ||||||||||||
Revenues |
||||||||||||||||
Rentals |
$ | 128,773 | $ | 27,055 | $ | 3,714 | $ | 159,542 | ||||||||
Recoveries from tenants |
28,950 | 1,950 | | 30,900 | ||||||||||||
Parking and other income |
25,087 | 5,476 | | 30,563 | ||||||||||||
Fee income |
1,595 | | | 1,595 | ||||||||||||
Total Revenues |
184,405 | 34,481 | 3,714 | 222,600 | ||||||||||||
Expenses |
||||||||||||||||
Operating |
63,025 | 8,767 | 78 | 71,870 | ||||||||||||
Property taxes |
23,003 | 2,430 | | 25,433 | ||||||||||||
General and administrative |
9,274 | | | 9,274 | ||||||||||||
Depreciation and amortization |
47,137 | | 18,573 | 65,710 | ||||||||||||
Total Expenses |
142,439 | 11,197 | 18,651 | 172,287 | ||||||||||||
Operating Income |
41,966 | 23,284 | (14,937 | ) | 50,313 | |||||||||||
Other Income (Expense) |
||||||||||||||||
Interest and other income |
1,078 | | | 1,078 | ||||||||||||
Loss on early debt retirement |
(312 | ) | | | (312 | ) | ||||||||||
Recovery on insurance claims |
113 | | | 113 | ||||||||||||
Interest expense |
(34,239 | ) | | (25,184 | ) | (59,423 | ) | |||||||||
Total Other Expense |
(33,360 | ) | | (25,184 | ) | (58,544 | ) | |||||||||
Income (Loss) Before Income Taxes, Minority
Interest and Income from Unconsolidated Real Estate Joint
Ventures |
8,606 | 23,284 | (40,121 | ) | (8,231 | ) | ||||||||||
Benefit for income and other corporate taxes, net |
88 | | | 88 | ||||||||||||
Minority interest |
(677 | ) | | (442 | ) | (1,119 | ) | |||||||||
Income from unconsolidated real estate joint
ventures |
2,934 | | | 2,934 | ||||||||||||
Income (Loss) from Continuing Operations |
$ | 10,951 | $ | 23,284 | $ | (40,563 | ) | $ | (6,328 | ) | ||||||
Earnings per Common Share |
||||||||||||||||
Income (Loss) from Continuing Operations
Available to Common Stockholders per
Weighted Average Common Share Outstanding |
||||||||||||||||
Basic |
$ | 0.07 | ||||||||||||||
Diluted |
$ | 0.07 | ||||||||||||||
Pro Forma Income (Loss) from Continuing
Operations Available to Common Stockholders
per Weighted Average Common Share
Outstanding |
||||||||||||||||
Basic |
$ | (0.04 | ) | |||||||||||||
Diluted |
$ | (0.04 | ) | |||||||||||||
Weighted Average Shares Outstanding: |
||||||||||||||||
Basic |
156,691,554 | 156,691,554 | ||||||||||||||
Diluted |
159,944,117 | 156,691,554 | ||||||||||||||
12
TRIZEC PROPERTIES, INC. | Pro Forma Consolidated Statement of Operations (unaudited) |
Trizec Properties, | Trizec Properties, | |||||||||||||||
Inc. | Inc. | |||||||||||||||
For the Year Ended | Arden | Other | For the Year | |||||||||||||
December 31, 2005 | Portfolio | Pro Forma | Ended December | |||||||||||||
(Historical) | Adjustments | Adjustments | 31, 2005 | |||||||||||||
$ in thousands, except share and per share amounts | (Note 3 (a)) | (Note 3 (b)) | (Note 3 (c)) | (Pro Forma) | ||||||||||||
Revenues |
||||||||||||||||
Rentals |
$ | 499,918 | $ | 106,456 | $ | 12,733 | $ | 619,107 | ||||||||
Recoveries from tenants |
111,099 | 4,814 | | 115,913 | ||||||||||||
Parking and other income |
104,090 | 20,495 | | 124,585 | ||||||||||||
Fee income |
6,887 | | | 6,887 | ||||||||||||
Total Revenues |
721,994 | 131,765 | 12,733 | 866,492 | ||||||||||||
Expenses |
||||||||||||||||
Operating |
249,245 | 34,001 | 311 | 283,557 | ||||||||||||
Property taxes |
88,112 | 10,857 | | 98,969 | ||||||||||||
General and administrative |
38,653 | | | 38,653 | ||||||||||||
Depreciation and amortization |
170,753 | | 79,261 | 250,014 | ||||||||||||
Total Expenses |
546,763 | 44,858 | 79,572 | 671,193 | ||||||||||||
Operating Income |
175,231 | 86,907 | (66,839 | ) | 195,299 | |||||||||||
Other Income (Expense) |
||||||||||||||||
Interest and other income |
6,597 | | | 6,597 | ||||||||||||
Loss on early debt retirement |
(6,842 | ) | | | (6,842 | ) | ||||||||||
Recovery on insurance claims |
74 | | | 74 | ||||||||||||
Interest expense |
(138,564 | ) | | (78,976 | ) | (217,540 | ) | |||||||||
Lawsuit and other settlements |
3,288 | | | 3,288 | ||||||||||||
Total Other Expense |
(135,447 | ) | | (78,976 | ) | (214,423 | ) | |||||||||
Income (Loss) Before Income Taxes, Minority
Interest and Income from Unconsolidated Real Estate Joint
Ventures |
39,784 | 86,907 | (145,815 | ) | (19,124 | ) | ||||||||||
Benefit for income and other corporate taxes, net |
3,754 | | | 3,754 | ||||||||||||
Minority interest |
(1,045 | ) | | (2,314 | ) | (3,359 | ) | |||||||||
Income from unconsolidated real estate joint
ventures |
14,997 | | | 14,997 | ||||||||||||
Income (Loss) from Continuing Operations |
$ | 57,490 | $ | 86,907 | $ | (148,129 | ) | $ | (3,732 | ) | ||||||
Earnings per Common Share |
||||||||||||||||
Income (Loss) from Continuing Operations
Available to Common Stockholders per
Weighted Average Common Share Outstanding |
||||||||||||||||
Basic |
$ | 0.34 | ||||||||||||||
Diluted |
$ | 0.34 | ||||||||||||||
Pro Forma Income (Loss) from Continuing
Operations Available to Common Stockholders
per Weighted Average Common Share
Outstanding |
||||||||||||||||
Basic |
$ | (0.05 | ) | |||||||||||||
Diluted |
$ | (0.05 | ) | |||||||||||||
Weighted Average Shares Outstanding: |
||||||||||||||||
Basic |
154,847,663 | 154,847,663 | ||||||||||||||
Diluted |
157,877,915 | 154,847,663 | ||||||||||||||
13
TRIZEC PROPERTIES, INC. | Notes to Pro Forma Financial Statements (unaudited) ($ in thousands) |
1. | Balance Sheet Adjustments As of March 31, 2006 |
(a) | The Trizec Properties, Inc. historical balance sheet reflects the financial position of the Corporation as of March 31, 2006 as reported in the Corporations Form 10-Q filed May 5, 2006. | ||
(b) | Represents the necessary adjustments to reflect the acquisition of the Arden Portfolio that was acquired on May 2, 2006 as if such acquisition had occurred on March 31, 2006. | ||
In accordance with Statement of Financial Accounting Standards No. 141, Business Combinations (SFAS No. 141), the Corporation allocates the purchase price of real estate to land, building, tenant improvements and, if determined to be material, intangibles, such as the value of above, below and at-market leases, origination costs associated with the in-place leases, and the value of tenant relationships, if any. | |||
In accordance with SFAS No. 141, the Corporations allocation of the net purchase price of the Arden Portfolio is as follows: |
Arden Portfolio | ||||
Land |
$ | 231,728 | ||
Building and Improvements |
1,233,192 | |||
Tenant Improvements |
62,191 | |||
Real Estate Adjustment Total |
$ | 1,527,111 | ||
Leasing Commissions |
$ | 22,238 | ||
Deferred Charges Adjustment Total |
$ | 22,238 | ||
In-Place Lease Value at Market |
$ | 58,817 | ||
Tenant Relationship Value |
74,900 | |||
Above Market Lease Value |
30,058 | |||
Prepaid Expenses and Other Assets, Net
Adjustment Total |
$ | 163,775 | ||
Below Market Lease Value |
$ | 76,686 | ||
Other Accrued Liabilities Adjustment Total |
$ | 76,686 | ||
Real Estate | |||
The real estate adjustment of $1,527,111 reflects the portion of the purchase price of the Arden Portfolio allocated to land, building and improvements and tenant improvements as calculated in accordance with SFAS No. 141 (see table above). | |||
Deferred Charges | |||
The deferred charges adjustment of $26,746 reflects the portion of the purchase price of the Arden Portfolio allocated as the estimate of the fair value of lease origination costs of $22,238 as calculated in accordance with SFAS No. 141 (see table above) and $4,508 of financing charges incurred in connection with the assumption of the $58,480 mortgage loan. |
14
TRIZEC PROPERTIES, INC. | Notes to Pro Forma Financial Statements (unaudited) ($ in thousands) |
Prepaid Expenses and Other Assets, net | |||
The prepaid and other assets, net, adjustment of $163,775 reflects the portion of the purchase price of the Arden Portfolio allocated as the estimate of the fair value of in-place lease value, tenant relationship value and above market leases as calculated in accordance with SFAS No. 141 (see table above). | |||
Mortgage Debt and Other Loans | |||
The mortgage debt and other loans adjustment reflects the fair value of the $58,480 mortgage loan assumed in conjunction with the acquisition of the Arden Portfolio. The assumed mortgage loan bears interest at LIBOR plus 1.15% and is scheduled to mature in May 2008. | |||
Unsecured Credit Facility | |||
The unsecured credit facility adjustment reflects the fair value of assumed borrowings under the Corporations unsecured credit facility to finance the acquisition of the Arden Portfolio. For purposes of this pro forma balance sheet, it is assumed that any cash used to fund the acquisition of the Arden Portfolio is the result of draws under the unsecured credit facility. The unsecured credit facility bears interest at LIBOR plus a spread of 0.95% to 1.65% based on the Corporations total leverage, and is scheduled to mature in October 2008. | |||
Term Loan | |||
The term loan adjustment reflects the fair value of the borrowing under the Corporations term loan used to finance the acquisition of the Arden Portfolio. The term loan expires in May 2007 and has two six-month extension options. The outstanding balance of the term loan is subject to an interest rate of LIBOR plus 1.40% during the initial one-year term, LIBOR plus 2.00% during the first extension period and LIBOR plus 2.50% during the second extension period. The Corporation is currently the sole guarantor under the term loan but some of its subsidiaries may be required to become additional guarantors under certain circumstances in the future. | |||
Other Accrued Liabilities | |||
The other accrued liabilities adjustment of $76,686 reflects the portion of the purchase price of the Arden Portfolio allocated as the estimate of the fair value of below market leases as calculated in accordance with SFAS No. 141 (see table above). | |||
Minority Interest | |||
The minority interest adjustment reflects the fair value of 2,499,116 common units of limited liability membership interests in Trizec OP issued in conjunction with the acquisition of the Arden Portfolio. |
2. | Income Statement Adjustments For the Three Months Ended March 31, 2006 |
(a) | The Trizec Properties, Inc. historical income statement reflects the operations of the Corporation for the period January 1, 2006 through March 31, 2006 as reported in the Corporations Form 10-Q filed May 5, 2006. |
15
TRIZEC PROPERTIES, INC. | Notes to Pro Forma Financial Statements (unaudited) ($ in thousands) |
(b) | Reflects the historical operations of the Arden Portfolio for the period January 1, 2006 through March 31, 2006. | ||
(c) | Represents necessary adjustments to reflect the operations of the Arden Portfolio for the three months ended March 31, 2006 as if it was acquired on January 1, 2005. | ||
Rentals | |||
The adjustment to rental revenue of $3,714 reflects the net amortization of above and below market leases of $2,477 for the Arden Portfolio for the period January 1, 2006 through March 31, 2006 as well as the impact of straight-lining of rental revenue of $1,237. | |||
Operating Expenses | |||
The adjustment to operating expenses of $78 reflects the net amortization of above and below market ground leases for the Arden Portfolio for the period January 1, 2006 through March 31, 2006. | |||
Depreciation and Amortization | |||
The adjustment to depreciation and amortization of $18,573 reflects the depreciation and amortization of building, site improvements, tenant improvements, leasing commissions, in-place lease value and tenant relationship value for the Arden Portfolio for the period January 1, 2006 through March 31, 2006. | |||
Interest Expense | |||
The adjustment to interest expense reflects interest expense for the period January 1, 2006 through March 31, 2006 associated with the assumption of the $58,480 mortgage loan used to finance the acquisition of the Arden Portfolio. The assumed mortgage loan bears interest at LIBOR plus 1.15%. The weighted average pro forma interest rate for the three months ended March 31, 2006 is 5.61%. | |||
The adjustment to interest expense also reflects interest expense for the period January 1, 2006 through March 31, 2006 associated with the assumed increase in borrowings of $221,038 under the Corporations unsecured credit facility used to finance the acquisition of the Arden Portfolio. The assumed borrowings under the Corporations unsecured credit facility bear interest at LIBOR plus 0.95% to 1.65% based on the Corporations total leverage. The weighted average pro forma interest rate for the three months ended March 31, 2006 is 5.41%. | |||
In addition, the adjustment to interest expense reflects interest expense for the period January 1, 2006 through March 31, 2006 related to the Corporations $1,300,000 term loan used to finance the acquisition of the Arden Portfolio. The outstanding balance of the term loan is subject to an interest rate of LIBOR plus 1.40% during the initial one-year term, LIBOR plus 2.00% during the first six-month extension period and LIBOR plus 2.50% during the second six-month extension period. The weighted average pro forma interest rate for the three months ended March 31, 2006 is 6.58%. | |||
The Corporation entered into an interest rate swap agreement with The Bank of Nova Scotia to convert the interest rate on a notional amount of $250,000 of the Corporations indebtedness from variable to fixed, at a fixed rate of 5.23%. |
16
TRIZEC PROPERTIES, INC. | Notes to Pro Forma Financial Statements (unaudited) ($ in thousands) |
Minority Interest | |||
The minority interest adjustment reflects income attributable to units issued to unitholders in conjunction with the acquisition of the Arden Portfolio. The minority interest adjustment reflects a weighted average 1.6% minority interest for the three months ended March 31, 2006. |
3. | Income Statement Adjustments For the Year Ended December 31, 2005 |
(a) | The Trizec Properties, Inc. historical income statement reflects the operations of the Corporation for the period January 1, 2005 through December 31, 2005 as reported in the Corporations Form 10-K filed March 14, 2006. | ||
(b) | Reflects the historical operations of the Arden Portfolio for the period January 1, 2005 through December 31, 2005. | ||
(c) | Represents necessary adjustments to reflect the operations of the Arden Portfolio as if it was acquired on January 1, 2005. | ||
Rentals | |||
The adjustment to rental revenue of $12,733 reflects the net amortization of above and below market leases of $10,208 for the Arden Portfolio for the period January 1, 2005 through December 31, 2005 as well as the impact of straight-lining of rental revenue of $2,525. | |||
Operating Expenses | |||
The adjustment to operating expenses of $311 reflects the net amortization of above and below market ground leases for the Arden Portfolio for the period January 1, 2005 through December 31, 2005. | |||
Depreciation and Amortization | |||
The adjustment to depreciation and amortization of $79,261 reflects the depreciation and amortization of building, site improvements, tenant improvements, leasing commissions, in-place lease value and tenant relationship value for the Arden Portfolio for the period January 1, 2005 through December 31, 2005. | |||
Interest Expense | |||
The adjustment to interest expense reflects interest expense for the period January 1, 2005 through December 31, 2005 associated with the assumption of the $58,480 mortgage loan used to finance the acquisition of the Arden Portfolio. The assumed mortgage loan bears interest at LIBOR plus 1.15%. The weighted average pro forma interest rate for the year ended December 31, 2005 is 4.46%. | |||
The adjustment to interest expense also reflects interest expense for the period January 1, 2005 through December 31, 2005 associated with the assumed increase in borrowings of $221,038 under the Corporations unsecured credit facility used to finance the acquisition of the Arden Portfolio. The assumed borrowings under the Corporations unsecured credit facility bear interest at LIBOR plus 0.95% to 1.65% based on the Corporations total leverage. The weighted average pro forma interest rate for the year ended December 31, 2005 is 4.67%. |
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TRIZEC PROPERTIES, INC. | Notes to Pro Forma Financial Statements (unaudited) ($ in thousands) |
In addition, the adjustment to interest expense reflects interest expense for the period January 1, 2005 through December 31, 2005 related to the Corporations $1,300,000 term loan used to finance the acquisition of the Arden Portfolio. The outstanding balance of the term loan is subject to an interest rate of LIBOR plus 1.40% during the initial one-year term, LIBOR plus 2.00% during the first six-month extension period and LIBOR plus 2.50% during the second six-month extension period. The weighted average pro forma interest rate for the year ended December 31, 2005 is 5.08%. | |||
The Corporation entered into an interest rate swap agreement with The Bank of Nova Scotia to convert the interest rate on a notional amount of $250,000 of the Corporations indebtedness from variable to fixed, at a fixed rate of 5.23%. | |||
Minority Interest | |||
The minority interest adjustment reflects income attributable to units issued to unitholders in conjunction with the acquisition of the Arden Portfolio. The minority interest adjustment reflects a weighted average 1.6% minority interest for the year ended December 31, 2005. |
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TRIZEC PROPERTIES, INC. | ||||||||
Date: July 14, 2006
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By: | /s/ Jerry Kyriazis | ||||||
Jerry Kyriazis | ||||||||
Vice President and Chief Accounting Officer |
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