SECURITIES AND EXCHANGE COMMISSION
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 10, 2003
KEYSTONE PROPERTY TRUST
Maryland | 1-12514 | 84-1246585 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Registrants telephone number, including area code: (484) 530-1800
The purpose of this filing is to update the report of the acquisition of a portfolio of 13 properties totaling approximately 1.7 million square feet in Miami, Florida (the Easton Portfolio) and to file the required Item 7 pro forma information related to this transaction. The original report covered the period through June 30, 2003 and this report updates through September 30, 2003.
ITEM 2. ACQUISITION OF ASSETS EASTON PORTFOLIO ACQUISITION
On November 10, 2003, Keystone Property Trust (the Company), through Keystone Operating Partnership, L.P. (the Operating Partnership) closed on an agreement to acquire a portfolio of properties consisting of thirteen industrial buildings located in Miami, Florida totaling approximately 1.7 million square feet (the Easton Portfolio). Total consideration for this acquisition was approximately $115.2 million, including closing costs, and was funded using a portion of the net proceeds from a November 2003 common share offering of approximately $47.6 million and approximately $67.6 million of assumed debt from various lenders. The sellers of the Easton Portfolio, International Place Associates II, Ltd., International Place Associates III, Ltd. and International Place Associates IV, Ltd., (the Sellers) were unaffiliated entities at the time of the execution of the purchase and sale agreement. The Company placed the Easton Portfolio properties in service as operating properties.
The buildings acquired by the Company are as follows:
Leaseable Square | Occupancy | |||||||||||
Property Address | Location | Feet | September 30, 2003 | Major Tenants | ||||||||
1600 N.W. 102 Avenue | Miami, FL | 30,465 | 100 | % | Great Spring Waters of America | |||||||
9905 N.W. 17th Street | Miami, FL | 116,200 | 75 | % | BAX Global Inc. | |||||||
1665 N.W. 102nd Avenue | Miami, FL | 115,700 | 100 | % | Associated Farms | |||||||
10000 N.W. 17th Street | Miami, FL | 73,600 | 100 | % | Federal Express Corporation | |||||||
9950 N.W. 17th Street | Miami, FL | 148,750 | 100 | % | Eagle Global Logistics | |||||||
10200 N.W. 21st Street | Miami, FL | 189,090 | 100 | % | Yusen Air and Sea Service | |||||||
10205 N.W. 19th Street | Miami, FL | 262,992 | 94 | % | Expeditors International | |||||||
10000 N.W. 21st Street | Miami, FL | 107,659 | 100 | % | Federal Express Corporation | |||||||
10300 N.W. 19th Street | Miami, FL | 247,800 | 100 | % | Air Express/Lucent Tech | |||||||
10605 N.W. 21st Street | Miami, FL | 100,800 | 100 | % | Almar International/Schenker | |||||||
9825 N.W. 17th Street | Miami, FL | 44,981 | 100 | % | Arrowmail | |||||||
1530 N.W. 98th Court | Miami, FL | 147,581 | 100 | % | Union Transport Corporation | |||||||
9835 N.W. 14th Street | Miami, FL | 147,581 | 100 | % | Software Brokers of America | |||||||
Total | 1,733,199 | |||||||||||
The Company based its determination of the purchase price of the Easton Portfolio on the expected cash flow, physical condition, location, competitive advantages, existing tenancies and opportunities to retain and attract tenants. The price was determined through arms length negotiations between the Company and the Sellers. The Company has included audited financial statements for the Easton Portfolio prepared pursuant to Rule 3-14 of the Regulation S-X of the Securities and Exchange Commission. Due to the non-related party nature of these transactions, only audited statements for the year ended December 31, 2002 are required. The Company is not aware of any material factors relating to these properties that would cause the reported financial information not to be necessarily indicative of future operating results. The Company has determined that the acquisition of the Easton Portfolio is significant under the rules and regulations of the Securities and Exchange Commission.
2
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) | PRO FORMA FINANCIAL INFORMATION | |
Unaudited pro forma condensed consolidated financial information which sets forth the Companys acquisition of the Easton Portfolio as of and for the nine-month period ended September 30, 2003 and for the year ended December 31, 2002 are included on pages F-2 to F-10. | ||
(b) | FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED | |
The combined statements of revenue and certain expenses of the Easton Portfolio for the year ended December 31, 2002 (audited) and the unaudited statements of revenue and certain operating expenses of the Easton Portfolio for the nine-month period ended September 30, 2003 are included on pages F-11 to F-14. | ||
(c) | EXHIBITS | |
23.1 Consent of KPMG LLP |
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
KEYSTONE PROPERTY TRUST | ||||
Date: February 11, 2004 | By: | /s/ Jeffrey E. Kelter | ||
Jeffrey E. Kelter | ||||
President and Chief Executive Officer | ||||
Date: February 11, 2004 | By: | /s/ Timothy E. McKenna | ||
Timothy E. McKenna | ||||
Senior Vice President and Chief Financial Officer | ||||
Date: February 11, 2004 | By: | /s/ J. Peter Lloyd | ||
J. Peter Lloyd | ||||
Vice President and Chief Accounting Officer |
4
KEYSTONE PROPERTY TRUST
INDEX
I. |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION | |||||||
Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2003 | F-3 | |||||||
Pro Forma Condensed Consolidated Statement of Operations for the nine-month period ended September 30, 2003 | F-4 | |||||||
Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2002 | F-5 | |||||||
Notes to Unaudited Pro Forma Condensed Consolidated Financial Information | F-6 | |||||||
II. |
FINANCIAL STATEMENTS OF EASTON PORTFOLIO | |||||||
Independent Auditors Report | F-11 | |||||||
Combined Statements of Revenue and Certain Expenses for the nine-month period ended | ||||||||
September 30, 2003 (unaudited) and year ended December 31, 2002 | F-12 | |||||||
Notes to Combined Statements of Revenue and Certain Expenses | F-13 |
F-1
KEYSTONE PROPERTY TRUST
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following sets forth the unaudited pro forma condensed consolidated balance sheet as of September 30, 2003 and the unaudited pro forma condensed consolidated statements of operations for Keystone Property Trust (the Company) for the nine months ended September 30, 2003 and the year ended December 31, 2002 as if the acquisition of the Easton Portfolio had occurred at the beginning of each period presented.
The pro forma condensed consolidated financial information should be read in conjunction with the historical financial statements of the Company filed pursuant to the rules and regulations of the Securities and Exchange Commission. The pro forma condensed consolidated financial statements do not purport to represent the Companys financial position or results of operations that would actually have occurred had the following events occurred on September 30, 2003 or the first day of each period presented, nor do they purport to project the Companys financial position or results of operations for any future period. The unaudited pro forma condensed consolidated financial information is presented as if the following event occurred on September 30, 2003 for balance sheet purposes and as of the beginning of each period presented for the pro forma condensed consolidated statements of operations.
On November 10, 2003, the Company entered into an agreement to acquire a portfolio consisting of thirteen industrial buildings located in Miami, Florida totaling approximately 1.7 million square feet (Easton Portfolio). Total consideration for this acquisition was approximately $115.2 million, including closing costs, and was funded using the net proceeds from a November 2003 common stock offering of approximately $47.6 million and approximately $67.6 million of assumed debt from various lenders.
The statements contained in this filing may include forward-looking statements within the meaning of the Federal securities laws. Although the Company believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be achieved. As forward-looking statements, these statements involve risks and uncertainties that could cause actual results to differ materially from the expected results. These risks and uncertainties include, but are not limited to, uncertainties affecting real estate businesses generally, risks relating to acquisition activities and risks relating to leasing and re-leasing activities. Additional information on factors, which could impact the Company and the forward-looking statements contained herein, are detailed in the Companys filings with the Securities and Exchange Commission.
F-2
KEYSTONE PROPERTY TRUST
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 2003
(Unaudited - in thousands)
Easton Portfolio | The Company | ||||||||||||
The Company | (2A) | Pro Forma | |||||||||||
Assets |
|||||||||||||
Investment in real estate, net |
$ | 724,868 | $ | 122,996 | $ | 847,864 | |||||||
Equity method investments |
68,161 | | 68,161 | ||||||||||
Cash and cash equivalents |
1,119 | | 1,119 | ||||||||||
Restricted cash |
764 | | 764 | ||||||||||
Notes and accounts receivable |
12,638 | | 12,638 | ||||||||||
Other assets, net |
29,671 | 2,928 | 32,599 | ||||||||||
Total assets |
$ | 837,221 | $ | 125,924 | $ | 963,145 | |||||||
Liabilities and Shareholders Equity |
|||||||||||||
Liabilities: |
|||||||||||||
Mortgage notes and other debt |
$ | 426,625 | $ | 46,394 | 473,019 | ||||||||
Accrued and other liabilities |
26,810 | 2,210 | 29,020 | ||||||||||
Minority interest |
44,380 | | 44,380 | ||||||||||
Convertible preferred units |
52,892 | | 52,892 | ||||||||||
Shareholders equity
|
|||||||||||||
Preferred stock |
4 | | 4 | ||||||||||
Common stock |
22 | 4 | 26 | ||||||||||
Additional paid-in capital |
355,022 | 77,316 | 432,338 | ||||||||||
Loans to employees to purchase
common shares and deferred
compensation |
(9,154 | ) | | (9,154 | ) | ||||||||
Cumulative net income |
36,099 | | 36,099 | ||||||||||
Cumulative dividends |
(95,479 | ) | | (95,479 | ) | ||||||||
Total shareholders equity |
286,514 | 77,320 | 363,834 | ||||||||||
Total liabilities and shareholders equity |
$ | 837,221 | $ | 125,924 | $ | 963,145 | |||||||
The accompanying notes are an integral part of this statement.
F-3
KEYSTONE PROPERTY TRUST
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2003
(Unaudited, in thousands, except share and per share data)
The Company | Easton | Pro Forma | The Company | |||||||||||||||
Historical | Portfolio (3A) | Adjustments (3) | Pro Forma | |||||||||||||||
REVENUE: |
||||||||||||||||||
Rents |
$ | 53,851 | $ | 8,411 | $ | 776 | (B) | $ | 63,038 | |||||||||
Reimbursement revenue and other income |
10,717 | 968 | | 11,685 | ||||||||||||||
Total revenue |
64,568 | 9,379 | 776 | 74,723 | ||||||||||||||
OPERATING EXPENSES: |
||||||||||||||||||
Property operating expenses |
10,399 | 2,448 | 188 | (A) | 13,035 | |||||||||||||
General and administrative |
7,676 | | | 7,676 | ||||||||||||||
Depreciation and amortization |
15,772 | | 2,680 | (A) | 18,452 | |||||||||||||
Total operating expenses |
33,847 | 2,448 | 2,868 | 39,163 | ||||||||||||||
Income before interest expense, equity in income from
equity method investments and gains on sales of assets |
30,721 | 35,560 | ||||||||||||||||
Interest expense |
14,037 | | 2,782 | (A) | 16,819 | |||||||||||||
Equity in income from equity method investments |
4,484 | 4,484 | ||||||||||||||||
Gains on sales of assets |
3,221 | 3,221 | ||||||||||||||||
Income before distributions to preferred unitholders,
minority interest of unitholders in operating partnership
and income allocated to preferred shareholders |
24,389 | 26,446 | ||||||||||||||||
Distributions to preferred unitholders |
(3,804 | ) | (3,804 | ) | ||||||||||||||
Income before minority interest of unitholders in
operating partnership and income allocated to preferred
shareholders |
20,585 | 22,642 | ||||||||||||||||
Minority interest of unit holders in operating partnership |
(3,163 | ) | | (112 | )(C) | (3,275 | ) | |||||||||||
Income from continuing operations |
$ | 17,422 | $ | 19,367 | ||||||||||||||
Income allocated to preferred shareholders |
(4,980 | ) | (4,980 | ) | ||||||||||||||
Income allocated to common shareholders |
$ | 12,442 | $ | 14,387 | ||||||||||||||
Income from continuing operations per common share basic |
$ | 0.58 | $ | 0.60 | ||||||||||||||
Income from continuing operations per common share diluted |
$ | 0.57 | $ | 0.59 | ||||||||||||||
Weighted average common shares outstanding basic |
21,656,634 | 24,075.547 | ||||||||||||||||
Weighted average common shares outstanding diluted |
27,424,617 | 29,843,530 | ||||||||||||||||
The accompanying notes are an integral part of this statement.
F-4
KEYSTONE PROPERTY TRUST
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR YEAR ENDED DECEMBER 31, 2002
(Unaudited, in thousands, except share and per share data)
The Company | Easton | Pro Forma | The Company | |||||||||||||||
Historical (4) | Portfolio (4A) | Adjustments (4) | Pro Forma | |||||||||||||||
REVENUE: |
||||||||||||||||||
Rents |
$ | 83,067 | $ | 9,940 | $ | 911 | (B) | $ | 93,918 | |||||||||
Reimbursement revenue and other income |
13,434 | 1,322 | | 14,756 | ||||||||||||||
Total revenue |
96,501 | 11,262 | 911 | 108,674 | ||||||||||||||
OPERATING EXPENSES: |
||||||||||||||||||
Property operating expenses |
17,728 | 3,186 | 223 | (A) | 21,137 | |||||||||||||
General and administrative |
10,024 | | | 10,024 | ||||||||||||||
Depreciation and amortization |
19,978 | | 3,574 | (A) | 23,552 | |||||||||||||
Total operating expenses |
47,730 | 3,186 | 3,797 | 54,713 | ||||||||||||||
Income before interest expense, equity in income from
equity method investments and losses on sales of assets |
48,771 | 53,961 | ||||||||||||||||
Interest expense |
25,115 | (E) | | 3,711 | (A) | 28,826 | ||||||||||||
Equity in income from equity method investments |
899 | 899 | ||||||||||||||||
Losses on sales of assets |
(31,322 | ) | (31,322 | ) | ||||||||||||||
Loss before distributions to preferred unitholders,
minority interest of unitholders in operating
partnership and loss allocated to preferred shareholders |
(6,767 | ) | (5,288 | ) | ||||||||||||||
Distributions to preferred unitholders |
(5,585 | ) | (5,585 | ) | ||||||||||||||
Loss before minority interest of unit holders in
operating partnership and loss allocated to preferred
shareholders |
(12,352 | ) | (10,873 | ) | ||||||||||||||
Minority interest of unitholders in operating partnership |
3,492 | | (344 | )(C) | 3,148 | |||||||||||||
Loss from continuing operations |
$ | (8,860 | ) | $ | (7,725 | ) | ||||||||||||
Income
from discontinued operations, net of minority interest ($294) |
900 | 900 | ||||||||||||||||
Net loss |
$ | (7,960 | ) | $ | (6,825 | ) | ||||||||||||
Loss allocated to preferred shareholders |
(3,449 | )(D) | (3,449 | ) | ||||||||||||||
Loss allocated to common shareholders |
$ | (11,409 | ) | $ | (10,274 | ) | ||||||||||||
Loss from continuing operations per common share basic |
$ | (0.63 | ) | $ | (0.51 | ) | ||||||||||||
Loss from continuing operations per common share diluted |
$ | (0.63 | ) | $ | (0.51 | ) | ||||||||||||
Weighted average common shares outstanding basic |
19,467,656 | 21,894,847 | ||||||||||||||||
Weighted average common shares outstanding diluted |
19,467,656 | 21,894,847 | ||||||||||||||||
The accompanying notes are an integral part of this statement.
F-5
KEYSTONE PROPERTY TRUST
NOTES TO UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. | BASIS OF PRESENTATION |
Keystone Property Trust (together with its subsidiaries, the Company) is a fully integrated, self-administered, self-managed real estate investment trust (REIT) engaged in the ownership, acquisition, development and management of industrial properties principally in the eastern portion of the United States. As of September 30, 2003, the Company owned interests in a portfolio of 120 properties (the Properties) comprised of 118 industrial properties, one office property and an investment in a direct financing lease, which aggregated approximately 26.9 million square feet with 26 of the Properties owned through unconsolidated joint ventures.
On November 10, 2003, the Company, through Keystone Operating Partnership, L.P. (the Operating Partnership), entered into a purchase and sale agreement to acquire a portfolio of properties consisting of thirteen industrial buildings located in Miami, Florida totaling approximately 1.7 million square feet (Easton Portfolio). Total consideration for this acquisition was approximately $115.2 million, including closing costs, and was funded using the net proceeds from a November 2003 common stock offering of approximately $47.6 million and approximately $67.6 million of assumed debt from various lenders. The sellers of the Easton Portfolio, International Place Associates II, Ltd., International Place Associates III, Ltd., and International Place Associates IV, Ltd., (the Sellers) were unaffiliated entities at the time of the execution of the purchase and sale agreement. The purpose of this filing is to report Item 7 information regarding the acquisition of the Easton Portfolio.
These pro forma financial statements should be read in conjunction with the historical financial statements and notes thereto of the Company. The pro forma operating results included herein include the historical results and related pro forma adjustments to reflect the periods ended December 31, 2002 and September 30, 2003, as if these transactions had been consummated as of the beginning of these periods.
2. | ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2003 (in 000s) |
A) Adjustments to record the Companys acquisition of the Easton Portfolio as follows:
Investments in Real | Additional Paid-in | |||||||||||||||||||||||
Acquisitions | Estate, Net | Other Assets, Net | Mortgage Debt | Accrued and Other Liabilities | Common Stock | Capital | ||||||||||||||||||
Easton Portfolio |
$ | 122,996 | (i) | $ | 2,928 | $46,394 (ii) | $ | 2,210 | $ | 4 | $77,316 (iii) | |||||||||||||
TOTAL |
$ | 122,996 | $ | 2,928 | $ | 46,394 | $ | 2,210 | $ | 4 | $ | 77,316 | ||||||||||||
The costs of the to be acquired properties are allocated to individual properties and intangible assets related to acquired leases based on their respective fair values. The purchase allocation adjustments made in connection with the development of the pro forma condensed consolidated financial statements are based on information available at this time. Subsequent adjustments to the allocation may be made based on additional information. The increase in investments in real estate, net includes the purchase price with closing costs ($115.2 million) and debt premiums ($8.5 million) offset by adjustments related to Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations ($718).
Footnotes:
i) | The acquisition cost includes the purchase price with closing costs ($115.2 million), debt premiums ($8.5 million), acquired lease intangibles ($2.9 million) and the acquired lease obligation ($2.2 million). | ||
ii) | Represents $67.6 million in assumed debt and $8.5 million in debt premiums reduced by $29.7 million of excess proceeds from our November Offering. | ||
iii) | Represents the net proceeds from the November Offering net of the offering costs. |
F-6
3. | ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2003 (in 000s) |
The accompanying unaudited pro forma condensed consolidated statement of operations contains certain adjustments, which are explained below, to give effect to the acquisition of the Easton Portfolio described in Note 1. The historical combined statement of revenue and certain expenses of the Easton Portfolio exclude certain expenses that would not be comparable with those resulting from the proposed future operations. The pro forma adjustments include results of operations for the indicated periods of the properties based on our accounting policies where such policies differ from those which were applied in preparing the historical statements of the properties.
F-7
KEYSTONE PROPERTY TRUST
NOTES TO UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2003 Historical Operations Adjustments
A) | Reflects the pro forma adjustment related to historical operations for the nine months ended September 30, 2003: |
OPERATING | ||||||||||||||||
REVENUE | EXPENSES | |||||||||||||||
Tenant | Property Operating | |||||||||||||||
Reimbursements | And Other | |||||||||||||||
Minimum Rent | and Other Income | Subtotal | Expenses (i) | |||||||||||||
Easton Portfolio |
$ | 8,411 | $ | 968 | $ | 9,379 | $ | 2,636 | ||||||||
INTEREST AND DEPRECIATION | ||||||||
Depreciation and | ||||||||
Interest Expense (ii) | Amortization (iii) | |||||||
Easton Portfolio |
$ | 2,782 | $ | 2,680 | ||||
Footnotes:
(i) | Pro forma property operating and other expenses includes a management fee expense calculated as 2% of minimum rent and tenant reimbursements received ($188). | |
(ii) | Pro forma interest expense on assumed debt of approximately $76.1 million, including debt premiums of $8.5 million, with an effective interest rate of 5% for indebtedness related to this transaction. | |
(iii) | Pro forma depreciation expense reflects depreciation based on a 35-year useful life ($2.2) and amortization of the intangible asset from the acquired leases which is amortized over the term of the related leases ($440). |
2003 Other Pro-Forma Adjustments:
B) | Pro forma minimum rent includes a pro forma adjustment for straight line rent of $431 and an adjustment for amortization of lease intangibles recorded under SFAS No. 141, Business Combinations, of $345. | |
C) | To adjust the minority interests share of income in Keystone Operating Partnership, L.P. (the Operating Partnership). As of September 30, 2003, the Company owned approximately 81.4% on a pro forma basis of the common ownership of the Operating Partnership. The adjustment to record the income effect of the minority interests share for the nine months ended September 30, 2003 in the pro forma statement of operations was computed as follows: |
Pro forma revenue |
$ | 74,723 | ||
Pro forma expenses, including interest expense |
55,982 | |||
Distributions to preferred shareholders and unitholders |
8,784 | |||
Gains on sales of assets |
3,221 | |||
Pro forma equity in income from equity investments |
4,484 | |||
Pro forma income before minority interest |
17,662 | |||
Minority interest |
3,275 | |||
Minority interest as reported for the nine months ended September 30, 2003 |
3,163 | |||
Adjustment required |
$ | 112 | ||
F-8
KEYSTONE PROPERTY TRUST
NOTES TO UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
4. | ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2002 (in 000s) |
The accompanying unaudited pro forma condensed statement of operations contain certain adjustments, which are explained below to give effect to the acquisition of the properties described in Note 1. The historical statements of revenue and certain expenses of the properties exclude certain expenses that would not be comparable with those resulting from the proposed future operations. The pro forma adjustments include results of operations for the indicated periods of the properties based on our accounting policies where such policies differ from those which were applied in preparing the historical statements of the properties.
2002 Historical Operations Adjustments:
A) | Reflects the pro forma adjustments related to the historical operations for the year ended December 31, 2002: |
OPERATING | ||||||||||||||||
REVENUE | EXPENSES | |||||||||||||||
Tenant | ||||||||||||||||
Reimbursements and | Property | |||||||||||||||
Minimum Rent | Other Income | Subtotal | Operating Expenses(i) | |||||||||||||
Easton Portfolio |
$ | 9,940 | $ | 1,322 | $ | 11,262 | $ | 3,409 | ||||||||
INTEREST & DEPRECIATION | ||||||||
Depreciation and | ||||||||
Interest Expense (ii) | Amortization (iii) | |||||||
Easton Portfolio |
$ | 3,711 | $ | 3,574 |
Footnotes:
(i) | Pro forma property operating and other expenses includes a management fee expense calculated as 2% of minimum rent and tenant reimbursements received ($223). | ||
(ii) | Pro forma interest expense on assumed debt of approximately $76.1 million, including debt premiums of $8.5 million, with an effective interest rate of 5% indebtedness related to this transaction. | ||
(iii) | Pro forma depreciation expense reflects depreciation based on a 35-year useful life ($3.0 million) and amortization of the intangible asset from the acquired leases which is amortized over the term of the related leases ($587). |
2003 Other Pro-Forma Adjustments:
B) | Pro forma minimum rent includes a pro forma adjustment for straight line rent of $451 and an adjustment for amortization of lease intangibles recorded under SFAS No. 141, Business Combinations, of $460. | ||
C) | To adjust the minority interests share of income in the Operating Partnership. As of December 31, 2002, the Company owned approximately 78.3% on a pro forma basis of the common ownership of the Operating Partnership. The adjustment to record the income effect of the minority interests share for the year ended December 31, 2002 in the pro forma statement of operations was computed as follows (in 000s): |
Pro forma revenue |
$ | 108,674 | ||
Pro forma expenses, including interest expense |
83,539 | |||
Distributions to preferred shareholders and unitholders |
9,034 | |||
Losses on sales of assets |
31,322 | |||
Pro forma equity in income from equity investment |
899 | |||
Income from discontinued operations |
900 | |||
F-9
Pro forma income before minority interest |
(13,422 | ) | ||
Minority interest |
2,854 | |||
Minority interest as reported for the year ended December 31, 2002 |
3,198 | |||
Adjustment required |
$ | (344 | ) | |
D) | Pursuant to Financial Accounting Standards Board (FASB) EITF Topic D-42, The Effect on the Calculation of Earnings per Share for the Redemption or Induced Conversion of Preferred Stock, the Company has changed its accounting treatment of the offering costs paid with the issuance of its Convertible Preferred Stock, of which $25 million was redeemed in September 2002. In accordance with a recent SEC clarification of this pronouncement, these costs, aggregating $411,000, have been expensed as a preferred dividend. | ||
E) | Certain amounts in the 2002 consolidated financial statements have been reclassified in order to conform with the presentation in the 2003 consolidated financial statements. The Company has adopted SFAS No. 145, Rescission of FASB Statements Nos. 3, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections, effective January 1, 2003, and reclassified $863 previously reported as an extraordinary item related to early debt extinguishment to interest expense. |
F-10
INDEPENDENT AUDITORS REPORT
To the Board of Trustees and Shareholders of Keystone Property Trust:
We have audited the accompanying combined statement of revenue and certain expenses of the Easton Portfolio (the Portfolio) for the year ended December 31, 2002. This financial statement is the responsibility of the Portfolios management. Our responsibility is to express an opinion on this combined statement of revenue and certain expenses based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined statement of revenue and certain expenses is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the combined statement of revenue and certain expenses. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the combined statement of revenue and certain expenses. We believe that our audit provides a reasonable basis for our opinion.
The accompanying combined statement of revenue and certain expenses of the Easton Portfolio was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in the Current Report on Form 8-K of Keystone Property Trust as described in Note 1, and is not intended to be a complete presentation of the revenues and expenses of the Easton Portfolio.
In our opinion, the combined statement of revenue and certain expenses referred to above presents fairly, in all material respects, the combined revenue and certain expenses of the Easton Portfolio for the year ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America.
/s/ KPMG LLP
October 31, 2003
Philadelphia, PA
F-11
EASTON PORTFOLIO
COMBINED STATEMENTS OF REVENUE AND CERTAIN EXPENSES
(in 000s)
For the Nine Months Ended | For the Year Ended | |||||||||
September 30, 2003 | December 31, 2002 | |||||||||
(Unaudited) | ||||||||||
REVENUE: |
||||||||||
Rent |
$ | 8,411 | $ | 9,940 | ||||||
Tenant Reimbursements |
968 | 1,322 | ||||||||
Total Revenue |
9,379 | 11,262 | ||||||||
CERTAIN EXPENSES: |
||||||||||
Maintenance and Other Operating Expenses |
437 | 446 | ||||||||
Real Estate Taxes |
1,376 | 1,846 | ||||||||
Insurance |
635 | 894 | ||||||||
Total Certain Expenses |
2,448 | 3,186 | ||||||||
REVENUE IN EXCESS OF CERTAIN EXPENSES |
$ | 6,931 | $ | 8,076 | ||||||
The accompanying notes are an integral part of this financial statement.
F-12
EASTON PORTFOLIO
NOTES TO COMBINED STATEMENTS OF REVENUE AND CERTAIN EXPENSES FOR THE PERIODS ENDING
SEPTEMBER 30, 2003 AND DECEMBER 31, 2002
1. BASIS OF PRESENTATION:
The combined statements of revenue and certain expenses reflect the operations for the periods presented of the Easton Portfolio (the Portfolio). Total consideration for the acquisition was approximately $115.2 million, including closing costs. The purchase price was funded using the net proceeds from the Companys November 2003 common stock offering of approximately $47.6 million and approximately $67.6 million of assumed debt.
The combined statements of revenue and certain expenses have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. These financial statements are not representative of the actual operations of the Portfolio for the periods presented, as certain expenses that may not be comparable to the expenses to be incurred in the proposed future operations of the Portfolio have been excluded. Expenses excluded consist of depreciation and amortization, interest, professional fees, management fees and other costs not directly related to the future operations of the Portfolio.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of revenue and certain expenses during the reporting period. The ultimate results could differ from those estimates.
The Portfolio consists of the following 13 properties:
Leaseable | Occupancy | |||||||||||
Square | September 30, | |||||||||||
Property Address | Location | Feet | 2003 | Major Tenants | ||||||||
1600 N.W. 102 Avenue | Miami, FL | 30,465 | 100 | % | Great Spring Waters of America | |||||||
9905 N.W. 17th Street | Miami, FL | 116,200 | 75 | % | BAX Global Inc. | |||||||
1665 N.W. 102nd Avenue | Miami, FL | 115,700 | 100 | % | Associated Farms | |||||||
10000 N.W. 17th Street | Miami, FL | 73,600 | 100 | % | Federal Express Corporation | |||||||
9950 N.W. 17th Street | Miami, FL | 148,750 | 100 | % | Eagle Global Logistics | |||||||
10200 N.W. 21st Street | Miami, FL | 189,090 | 100 | % | Yusen Air and Sea Service | |||||||
10205 N.W. 19th Street | Miami, FL | 262,992 | 94 | % | Expeditors International | |||||||
10000 N.W. 21st Street | Miami, FL | 107,659 | 100 | % | Federal Express Corporation | |||||||
10300 N.W. 19th Street | Miami, FL | 247,800 | 100 | % | Air Express/Lucent Tech | |||||||
10605 N.W. 21st Street | Miami, FL | 100,800 | 100 | % | Almar International/Schenker | |||||||
9825 N.W. 17th Street | Miami, FL | 44,981 | 100 | % | Arrowmail | |||||||
1530 N.W. 98th Court | Miami, FL | 147,581 | 100 | % | Union Transport Corporation | |||||||
9835 N.W. 14th Street | Miami, FL | 147,581 | 100 | % | Software Brokers of America | |||||||
Total | 1,733,199 | |||||||||||
The accounts of each building noted above are combined in the accompanying statements of revenue and certain expenses for the periods presented.
The combined statement of revenue and certain expenses for the nine months ended September 30, 2003 is unaudited; however, in the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary for the fair presentation of the combined statement of revenue and certain expenses for the interim period have been included. The results of the interim period are not necessarily indicative of the results for the full year.
Rental revenue for the periods ended September 30, 2003 and December 31, 2002 included straight line rent of $257,000 (unaudited) and $99,000, respectively.
F-13
EASTON PORTFOLIO
NOTES TO COMBINED STATEMENTS OF REVENUE AND CERTAIN EXPENSES FOR THE PERIODS ENDING
SEPTEMBER 30, 2003 AND DECEMBER 31, 2002
2. OPERATING LEASES:
In addition to minimum rent payments, the leases generally provide for the recovery of operating expenses from tenants based on their pro rata share of leased space. These amounts are included as tenant reimbursements in the accompanying combined statements of revenue and certain expenses.
The following tenants account for greater than 10% of annual minimum rent for the year ended December 31, 2002 (in 000s):
Property | Tenant | Minimum Rent | ||||||
10205
N.W. 19th Street |
Expeditors International | $ | 1,030 | |||||
$ | 1,030 | |||||||
The Portfolio is leased to tenants under operating leases with expiration dates extending to 2015. Future minimum rentals under non-cancelable operating leases, excluding tenant reimbursements of operating expenses, as of December 31, 2002 are as follows:
2003 |
$ | 11,016 | |||
2004 |
11,018 | ||||
2005 |
9,022 | ||||
2006 |
6,786 | ||||
2007 |
6,067 | ||||
2008 and thereafter |
16,889 | ||||
Total |
$ | 60,798 | |||
F-14