e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2005
COMMISSION FILE NO. 001-32536
COLUMBIA EQUITY TRUST, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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20-1978579 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification Number) |
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1750 H Street, N.W.,
Suite 500, Washington, D.C.
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20006
(Zip code) |
(Address of principal executive office)
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(202) 303-3080
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant has (1) 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 is an accelerated
filer (as defined in Rule 12b-2 of the
Act). Yes o No þ
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange
Act). Yes o No þ
As of November 11, 2005, 13,863,334 shares of common
stock, par value $0.001, were outstanding.
COLUMBIA EQUITY TRUST, INC.
Form 10-Q
TABLE OF CONTENTS
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Page | |
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PART I FINANCIAL
INFORMATION |
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Financial Statements |
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Balance Sheets as of September 30,
2005 (unaudited) and December 31, 2004
(unaudited) for Columbia Equity Trust, Inc. and as of
December 31, 2004 for Columbia Predecessor |
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3 |
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Statements of Operations for the period
July 5, 2005 through September 30, 2005
(unaudited) for Columbia Equity Trust, Inc., for the period
July 1, 2005 through July 4, 2005 (unaudited) for
Columbia Predecessor and for the three months ended
September 30, 2004 (unaudited) for Columbia
Predecessor |
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4 |
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Statements of Operations for the nine
months ended September 30, 2005 (unaudited) for
Columbia Equity Trust, Inc., for the period January 1, 2005
through July 4, 2005 (unaudited) for Columbia
Predecessor and for the nine months ended September 30,
2004 (unaudited) for Columbia Predecessor |
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5 |
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Statements of Cash Flows for the nine
months ended September 30, 2005 (unaudited) for
Columbia Equity Trust, Inc., for the period January 1, 2005
through July 4, 2005 (unaudited) for Columbia
Predecessor and for the nine months ended September 30,
2004 (unaudited) for Columbia Predecessor |
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6 |
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Managements Discussion and Analysis of Financial Condition
and Results of Operations |
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20 |
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Quantitative and Qualitative Disclosures About Market Risk |
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33 |
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Controls and Procedures |
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33 |
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PART II OTHER
INFORMATION |
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Unregistered Sales of Equity Securities and Use of Proceeds |
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34 |
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Exhibits |
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35 |
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SIGNATURES |
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36 |
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EXHIBIT INDEX |
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37 |
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EX-4.1 |
EX-10.1 |
EX-10.2 |
EX-10.3 |
EX-10.4 |
EX-10.5 |
EX-10.6 |
EX-10.7 |
Ex-10.8 |
EX-10.9 |
EX-31.1 |
EX-31.2 |
EX-32.1 |
1
PART I FINANCIAL INFORMATION
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Item 1. |
Financial Statements |
Columbia Equity Trust, Inc. (the Company) completed
its initial public offering of common stock (the
IPO) on July 5, 2005. The IPO resulted in the
sale of 13,800,000 shares of common stock (including
1.8 million shares sold to the underwriters to cover
over-allotments) at a price per share of $15.00, generating
gross proceeds to the Company of $207 million. The
aggregate proceeds to the Company, net of underwriters
discounts, commissions, advisory fees and other offering costs
were approximately $188.5 million.
The financial statements included in this report for the three
and nine months ended September 30, 2004 and for the period
from January 1, 2005 to July 4, 2005 represent the
results of operations and financial condition of Columbia Equity
Trust Inc. Predecessor (Columbia Predecessor) prior
to the completion of the Companys IPO and various
formation transactions. In addition, the financial statements
included in this report represent the results of operations and
financial condition of Columbia Equity Trust, Inc. for the
period from July 5, 2005 to September 30, 2005. Due to
the timing of the Companys IPO and the formation
transactions, we do not believe that the results of operations
discussion set forth in this document is necessarily indicative
of our future operating results as a publicly-held company.
Columbia Predecessor ceased to exist as a reporting entity
effective with the completion of the IPO and the formation
transactions. Columbia Predecessor was not a legal entity but
rather a combination of real estate entities under common
ownership and management, as described in more detail in
Note 1 to the financial statements.
2
COLUMBIA EQUITY TRUST, INC.
AND COLUMBIA EQUITY TRUST, INC. PREDECESSOR
CONSOLIDATED AND COMBINED BALANCE SHEETS
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Consolidated | |
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Combined | |
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Columbia Equity | |
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Columbia Equity | |
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Columbia | |
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Trust, Inc. | |
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Trust, Inc. | |
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Predecessor | |
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September 30, 2005 | |
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December 31, 2004 | |
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December 31, 2004 | |
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(Unaudited) | |
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(Unaudited) | |
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ASSETS |
Rental property
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Land
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$ |
15,705,910 |
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$ |
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$ |
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Buildings
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100,229,797 |
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Tenant improvements
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21,169,385 |
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Furniture, fixtures and equipment
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1,086,105 |
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138,191,197 |
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Accumulated depreciation
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(1,119,138 |
) |
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Total rental property, net
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137,072,059 |
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Cash and cash equivalents
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3,478,580 |
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1,188,146 |
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Short-term investments
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5,175,032 |
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Restricted deposits
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144,588 |
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Accounts and other receivables, net of reserves for doubtful
accounts of $59,417, $0 and $56,887 for the periods, respectively
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741,067 |
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185,864 |
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Due from related parties
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140,000 |
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Investments in unconsolidated real estate entities
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43,420,514 |
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4,189,766 |
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Accrued straight-line rents
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230,261 |
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Deferred leasing costs, net
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319,402 |
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Deferred financing costs, net
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25,000 |
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Intangible assets
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Above market leases, net
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3,510,038 |
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In-place leases, net
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13,389,323 |
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Tenant relationships, net
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5,423,970 |
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Deferred offering costs
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1,172,964 |
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Prepaid expenses and other assets
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1,245,460 |
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137,030 |
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Total assets
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$ |
214,175,294 |
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$ |
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$ |
7,013,770 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
Liabilities
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Mortgage note payable
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$ |
19,000,000 |
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$ |
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$ |
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Accounts payable and accrued expenses
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1,835,452 |
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1,124,258 |
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Profit sharing plan contribution payable
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100,000 |
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Accrued interest payable to stockholders
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77,232 |
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Notes payable to stockholders
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90,000 |
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Dividends payable
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1,663,600 |
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Security deposits
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937,390 |
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Rent received in advance
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426,983 |
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Deferred credits Below market leases, net
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1,050,572 |
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Total liabilities
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24,913,997 |
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1,391,490 |
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Commitments and contingencies
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Minority interest
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14,225,522 |
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Stockholders equity
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Preferred stock, $0.001 par value, 100,000,000 and
0 shares authorized in 2005 and 2004, respectively,
0 shares issued or outstanding in either period
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Common stock, $0.001 par value, 500,000,000 and
1,000 shares authorized, and 13,863,334 and
1,000 shares issued and outstanding in 2005 and 2004,
respectively
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13,863 |
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1 |
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Additional paid-in capital
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176,725,541 |
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999 |
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Less Common stock subscribed
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(1,000 |
) |
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Accumulated deficit
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(1,703,629 |
) |
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Accumulated equity Columbia Predecessor
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5,622,280 |
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Total stockholders equity
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175,035,775 |
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5,622,280 |
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Total liabilities and stockholders equity
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$ |
214,175,294 |
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$ |
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$ |
7,013,770 |
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See accompanying notes to financial statements.
3
COLUMBIA EQUITY TRUST, INC.
AND COLUMBIA EQUITY TRUST, INC. PREDECESSOR
CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS
For the Three Months Ended September 30, 2005 and
2004
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Combined | |
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Consolidated | |
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Combined | |
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Columbia | |
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Columbia Equity | |
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Columbia | |
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Predecessor for the | |
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Trust, Inc. for the | |
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Predecessor for the | |
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Three Months | |
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Period July 5, 2005 to | |
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Period July 1, 2005 to | |
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Ended | |
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September 30, 2005 | |
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through July 4, 2005 | |
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September 30, 2004 | |
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| |
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(Unaudited) | |
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(Unaudited) | |
|
(Unaudited) | |
Revenues
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|
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|
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|
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Base rents
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$ |
2,870,411 |
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$ |
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$ |
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|
Recoveries from tenants
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|
143,404 |
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Fee income, primarily from related parties
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239,376 |
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|
615,283 |
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Parking and other income
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|
22,725 |
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Total revenues
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3,275,916 |
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615,283 |
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Operating expenses
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Property operating
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453,894 |
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Utilities
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227,586 |
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Real estate taxes and insurance
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192,780 |
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General and administrative
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910,156 |
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4,229 |
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468,864 |
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Share-based compensation cost
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1,700,060 |
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Depreciation and amortization
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|
1,770,527 |
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25 |
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3,026 |
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Total operating expenses
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5,255,003 |
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4,254 |
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|
471,890 |
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Operating income (loss)
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(1,979,087 |
) |
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|
(4,254 |
) |
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|
143,393 |
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Other income and expense
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|
|
|
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|
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Interest income
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|
442,491 |
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|
|
1,572 |
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|
|
3,980 |
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Interest expense
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|
|
(229,150 |
) |
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|
(97 |
) |
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|
(2,250 |
) |
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|
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Income (loss) before income taxes, equity in net income (loss)
of unconsolidated real estate entities and minority interest
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(1,765,746 |
) |
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(2,779 |
) |
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|
145,123 |
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Equity in net income (loss) of unconsolidated real estate
entities
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|
(68,669 |
) |
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|
(23,334 |
) |
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|
262,128 |
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Minority interest
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|
131,486 |
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|
|
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|
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Income (loss) before income taxes
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|
(1,702,929 |
) |
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|
(26,113 |
) |
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|
407,251 |
|
Benefit for income taxes
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|
|
|
|
|
|
|
|
|
|
3,061 |
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|
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|
|
|
|
|
|
|
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Net income (loss)
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|
$ |
(1,702,929 |
) |
|
$ |
(26,113 |
) |
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$ |
410,312 |
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|
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Net loss per common share Basic and diluted
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|
$ |
(0.12 |
) |
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|
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|
|
|
|
|
|
|
|
|
|
Weighted average shares of common stock outstanding
Basic and diluted
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|
13,679,243 |
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|
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|
See accompanying notes to financial statements.
4
COLUMBIA EQUITY TRUST, INC.
AND COLUMBIA EQUITY TRUST, INC. PREDECESSOR
CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS
For the Nine Months Ended September 30, 2005 and 2004
|
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|
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Consolidated | |
|
|
|
|
|
|
Columbia Equity | |
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Combined | |
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Combined | |
|
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Trust, Inc. for the | |
|
Columbia Predecessor | |
|
Columbia Predecessor | |
|
|
Nine Months | |
|
for the Period | |
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for the Nine Months | |
|
|
Ended | |
|
January 1, 2005 to | |
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Ended | |
|
|
September 30, 2005 | |
|
July 4, 2005 | |
|
September 30, 2004 | |
|
|
| |
|
| |
|
| |
|
|
(Unaudited) | |
|
(Unaudited) | |
|
(Unaudited) | |
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base rents
|
|
$ |
2,870,411 |
|
|
$ |
|
|
|
$ |
|
|
|
Recoveries from tenants
|
|
|
143,404 |
|
|
|
|
|
|
|
|
|
|
Fee income, primarily from related parties
|
|
|
239,376 |
|
|
|
1,438,356 |
|
|
|
1,224,225 |
|
|
Parking and other income
|
|
|
22,725 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
3,275,916 |
|
|
|
1,438,356 |
|
|
|
1,224,225 |
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating
|
|
|
453,894 |
|
|
|
|
|
|
|
|
|
|
Utilities
|
|
|
227,586 |
|
|
|
|
|
|
|
|
|
|
Real estate taxes and insurance
|
|
|
192,780 |
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
910,856 |
|
|
|
1,549,127 |
|
|
|
1,230,839 |
|
|
Share-based compensation cost
|
|
|
1,700,060 |
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
1,770,527 |
|
|
|
7,385 |
|
|
|
8,348 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
5,255,703 |
|
|
|
1,556,512 |
|
|
|
1,239,187 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(1,979,787 |
) |
|
|
(118,156 |
) |
|
|
(14,962 |
) |
Other income and expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
442,491 |
|
|
|
21,450 |
|
|
|
9,483 |
|
|
Interest expense
|
|
|
(229,150 |
) |
|
|
(4,597 |
) |
|
|
(6,750 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes, equity in net income (loss) of
unconsolidated real estate entities and minority interest
|
|
|
(1,766,446 |
) |
|
|
(101,303 |
) |
|
|
(12,229 |
) |
|
Equity in net income (loss) of unconsolidated real estate
entities
|
|
|
(68,669 |
) |
|
|
2,281,641 |
|
|
|
430,133 |
|
|
Minority interest
|
|
|
131,486 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
|
(1,703,629 |
) |
|
|
2,180,338 |
|
|
|
417,904 |
|
Provision for income taxes
|
|
|
|
|
|
|
231,884 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$ |
(1,703,629 |
) |
|
$ |
1,948,454 |
|
|
$ |
417,904 |
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share Basic and diluted
|
|
$ |
(0.12 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares of common stock outstanding
Basic and diluted
|
|
|
13,679,243 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
5
COLUMBIA EQUITY TRUST, INC.
AND COLUMBIA EQUITY TRUST, INC. PREDECESSOR
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2005 and 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated | |
|
Combined | |
|
Combined | |
|
|
Columbia Equity | |
|
Columbia | |
|
Columbia | |
|
|
Trust, Inc. for the | |
|
Predecessor for the | |
|
Predecessor for the | |
|
|
Nine Months | |
|
Period | |
|
Nine Months | |
|
|
Ended | |
|
January 1, 2005 to | |
|
Ended | |
|
|
September 30, 2005 | |
|
through July 4, 2005 | |
|
September 30, 2004 | |
|
|
| |
|
| |
|
| |
|
|
(Unaudited) | |
|
(Unaudited) | |
|
(Unaudited) | |
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$ |
(1,703,629 |
) |
|
$ |
1,948,454 |
|
|
$ |
417,904 |
|
|
Adjustments to reconcile net income (loss) to net cash provided
by (used in) operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interest
|
|
|
(131,486 |
) |
|
|
|
|
|
|
|
|
|
|
Equity in net income of unconsolidated real estate entities
|
|
|
68,669 |
|
|
|
(2,281,641 |
) |
|
|
(430,133 |
) |
|
|
Compensation cost related to stock split
|
|
|
949,010 |
|
|
|
|
|
|
|
|
|
|
|
Compensation cost related to LTIP units
|
|
|
716,250 |
|
|
|
|
|
|
|
|
|
|
|
Distributions received from earnings of unconsolidated real
estate entities
|
|
|
48,918 |
|
|
|
19,055 |
|
|
|
93,449 |
|
|
|
Depreciation and amortization
|
|
|
1,770,527 |
|
|
|
7,385 |
|
|
|
8,348 |
|
|
|
Amortization of above and below market leases
|
|
|
34,260 |
|
|
|
|
|
|
|
|
|
|
|
Changes in assets and liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts and other receivables
|
|
|
(433,815 |
) |
|
|
(36,505 |
) |
|
|
(281,810 |
) |
|
|
|
Accrued straight-line rents
|
|
|
(230,261 |
) |
|
|
|
|
|
|
|
|
|
|
|
Deferred leasing costs
|
|
|
(319,402 |
) |
|
|
|
|
|
|
|
|
|
|
|
Deferred offering costs
|
|
|
|
|
|
|
(2,693,176 |
) |
|
|
|
|
|
|
|
Prepaid expenses
|
|
|
(447,225 |
) |
|
|
(440,020 |
) |
|
|
(18,656 |
) |
|
|
|
Accounts payable and accrued expenses
|
|
|
699,751 |
|
|
|
2,725,286 |
|
|
|
291,680 |
|
|
|
|
Profit sharing plan contribution payable
|
|
|
|
|
|
|
|
|
|
|
(57,769 |
) |
|
|
|
Accrued interest payable to stockholders
|
|
|
|
|
|
|
4,597 |
|
|
|
6,750 |
|
|
|
|
Security deposits
|
|
|
(66,977 |
) |
|
|
|
|
|
|
|
|
|
|
|
Rent received in advance
|
|
|
(70,401 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities
|
|
|
884,189 |
|
|
|
(746,565 |
) |
|
|
29,763 |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of interests in rental property
|
|
|
(96,917,274 |
) |
|
|
|
|
|
|
|
|
|
Purchases of interests in unconsolidated real estate entities
|
|
|
(41,950,254 |
) |
|
|
|
|
|
|
|
|
|
Deposit on pending purchase of interest in rental property
|
|
|
(500,000 |
) |
|
|
|
|
|
|
|
|
|
Additions to rental properties
|
|
|
(639,767 |
) |
|
|
|
|
|
|
|
|
|
Additions to rental property furniture, fixtures and equipment
|
|
|
(51,328 |
) |
|
|
(3,772 |
) |
|
|
(11,297 |
) |
|
Purchases of investment securities
|
|
|
(202,162,032 |
) |
|
|
|
|
|
|
|
|
|
Maturities and sales of investment securities
|
|
|
196,987,000 |
|
|
|
|
|
|
|
|
|
|
Restricted deposits
|
|
|
(144,588 |
) |
|
|
|
|
|
|
|
|
|
Distributions in excess of net income received from real estate
entities
|
|
|
438,437 |
|
|
|
2,707,753 |
|
|
|
507,189 |
|
|
Contributions made to unconsolidated real estate entities
|
|
|
(269,766 |
) |
|
|
(508,000 |
) |
|
|
(502,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
(145,209,572 |
) |
|
|
2,195,981 |
|
|
|
(6,108 |
) |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross proceeds from initial public offering of common stock
|
|
|
207,000,000 |
|
|
|
|
|
|
|
|
|
|
Payment of offering costs, underwriting discount and advisory
fees
|
|
|
(18,543,369 |
) |
|
|
|
|
|
|
|
|
|
Payment received for subscribed common stock
|
|
|
1,000 |
|
|
|
|
|
|
|
|
|
|
Repayment of mortgage loans and prepayment penalties
|
|
|
(40,653,668 |
) |
|
|
|
|
|
|
|
|
|
Contributions
|
|
|
|
|
|
|
250,000 |
|
|
|
250,000 |
|
|
Distributions
|
|
|
|
|
|
|
(163,989 |
) |
|
|
(628,354 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
147,803,963 |
|
|
|
86,011 |
|
|
|
(378,354 |
) |
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
3,478,580 |
|
|
|
1,535,427 |
|
|
|
(354,699 |
) |
Cash and cash equivalents, beginning of period
|
|
|
|
|
|
|
1,188,146 |
|
|
|
1,751,244 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period
|
|
$ |
3,478,580 |
|
|
$ |
2,723,573 |
|
|
$ |
1,396,545 |
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for income taxes
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$ |
229,900 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt assumed in purchases of interests in rental property
|
|
$ |
59,653,668 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
6
COLUMBIA EQUITY TRUST, INC. AND
COLUMBIA EQUITY TRUST, INC. PREDECESSOR
NOTES TO FINANCIAL STATEMENTS
|
|
1. |
Organization and Description of Business |
Columbia Equity Trust, Inc. (the Company) was
incorporated on September 23, 2004 in the State of
Maryland. The Company completed its initial public offering of
common stock (the IPO) on July 5, 2005. The IPO
resulted in the sale of 12,000,000 shares of common stock
at a price per share of $15.00, generating gross proceeds to the
Company of $180,000,000. The aggregate proceeds to the Company,
net of underwriters discounts, commissions, financial
advisory fees and other offering costs were approximately
$163,347,000. On July 14, 2005, an additional
1,800,000 shares of common stock were sold at
$15.00 per share as a result of the underwriters exercising
their over-allotment option. This resulted in additional net
proceeds of $25,110,000 to the Company.
The Company had no significant operations prior to the
completion of the IPO and the formation transactions on
July 5, 2005. On July 5, 2005, concurrent with the
consummation of the IPO, the Company and its operating
partnership, Columbia Equity, LP (the Operating
Partnership), entered into certain formation transactions
and acquired the office real estate investment properties and
joint venture interests, management contracts and certain other
assets of Columbia Equity Trust, Inc. Predecessor
(Columbia Predecessor) from its owners and other
parties which held direct or indirect ownership interests in
Columbia Predecessors real estate properties. The
formation transactions are described in detail in the prospectus
contained in the Companys Registration Statement on
Form S-11 (Registration No. 333-122644, the
Registration Statement) filed with the Securities
and Exchange Commission (the SEC) in connection with
the IPO. The Company primarily operates through its Operating
Partnership, for which the Company is the sole general partner
and held a 92.83% partnership interest as of September 30,
2005. The Company owns, manages and acquires investments in
commercial office properties located primarily in the Greater
Washington, D.C. area (defined as the District of Columbia,
northern Virginia and suburban Maryland).
Columbia Predecessor was not a legal entity but rather a
combination of real estate entities under common ownership and
management. Prior to the completion of the IPO on July 5,
2005, Columbia Predecessor was the limited partner and/or
general partner or managing member of the real estate entities
that directly or indirectly owned certain properties. The
ultimate owners of Columbia Predecessor were Carr Capital
Corporation and its wholly-owned subsidiary, Carr Capital Real
Estate Investments, LLC (CCREI) (collectively
CCC), The Oliver Carr Company and Carr Holdings,
LLC, all of which are controlled by Oliver T. Carr, Jr. and
Oliver T. Carr, III, acting as a common control group.
Accounting Research Bulletin No. 51,
Consolidated Financial Statements and Emerging
Issues Task Force Issue No. 02-05, Definition of
Common Control in relation to FASB Statement
No. 141 provide for the combination of separate
entities into a single entity when such entities are controlled
by immediate family members whose intent is to act in concert,
as is the case with Columbia Predecessor.
The accompanying combined financial statements for Columbia
Predecessor do not include certain investments in real estate
entities owned by CCC, The Oliver Carr Company, Carr Holdings,
LLC or affiliates that were not acquired by the Operating
Partnership. CCC provided asset management services to the real
estate entities invested in by Columbia Predecessor and to
certain unrelated parties.
|
|
2. |
Basis of Presentation and Summary of Significant Accounting
Policies |
|
|
|
a) Unaudited Interim
Consolidated Financial Information |
The accompanying interim financial statements are unaudited, but
have been prepared in accordance with accounting principles
generally accepted in the United States (GAAP) for
interim financial information and in conjunction with the rules
and regulations of the SEC. Accordingly, they do not include all
the disclosures required by GAAP for complete financial
statements. In the opinion of management, all adjustments
necessary for a fair presentation of the financial statements
for these interim periods have been
7
COLUMBIA EQUITY TRUST, INC. AND
COLUMBIA EQUITY TRUST, INC. PREDECESSOR
NOTES TO FINANCIAL STATEMENTS (Continued)
included. The results of operations for the interim periods are
not necessarily indicative of the results to be obtained for the
full fiscal year.
|
|
|
b) Principles of
Consolidation |
The accompanying consolidated financial statements include all
of the accounts of Columbia Equity Trust, Inc., the Operating
Partnership and the subsidiaries of the Operating Partnership.
All significant intercompany balances and transactions have been
eliminated.
|
|
|
c) Cash and Cash
Equivalents |
The Company considers short-term investments with original
maturities of three months or less when purchased to be cash
equivalents.
|
|
|
d) Fair Value of Financial
Instruments |
The Companys financial instruments include cash and cash
equivalents, accounts receivable, accounts payable and a
mortgage note payable. The interest rate on the mortgage note
payable is comparable to current interest rates and its carrying
value approximates fair value. Due to the short maturities of
the other financial instruments, the carrying value of these
financial instruments also approximates fair value.
Income from rental operations is recognized on a straight-line
basis over the term of the lease regardless of when payments are
due. The lease agreements contain provisions that provide for
additional rentals based on reimbursement of the tenants
share of real estate taxes, insurance and certain common area
maintenance costs. Additional rental revenues are recorded as
the associated expense is incurred.
Fee income consists of management fees and transaction fees.
Management fees are based on a percentage of revenues earned by
a property under management and are recorded on a monthly basis
as earned. Transaction fees are based on a percentage of the
transaction value and are recorded at the closing date of the
transaction.
|
|
|
f) Investments in Rental
Property |
Investments in rental property include land, buildings and
tenant improvements. Land is recorded at acquisition cost.
Buildings are recorded at cost and depreciated on straight-line
basis over the estimated useful lives of its components, which
range from 7.5 to 40 years. Tenant improvements are costs
incurred to prepare tenant spaces for occupancy and are
depreciated on a straight-line basis over the terms of the
respective leases.
In accordance with Statement of Financial Accounting Standards
(SFAS) No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, the Company
evaluates the recoverability of long-lived assets used in
operations when indicators of impairment are present and the net
undiscounted cash flows estimated to be generated by those
assets are less than the assets carrying values.
Management does not believe that impairment indicators are
present, and accordingly, no such losses have been included in
the accompanying financial statements.
In accordance with SFAS No. 141, Business
Combinations, and SFAS No. 142, Goodwill
and Other Intangible Assets, the Company also considers
the existence of identifiable intangibles relating to above and
below market leases, in-place lease value and tenant
relationships. The purchase price of the acquired property is
allocated based on the relative fair values of the land,
building (determined on an as-if vacant basis) and these
identifiable intangibles.
8
COLUMBIA EQUITY TRUST, INC. AND
COLUMBIA EQUITY TRUST, INC. PREDECESSOR
NOTES TO FINANCIAL STATEMENTS (Continued)
|
|
|
g) Investments in
Unconsolidated Real Estate Entities |
The Company uses the equity method to account for its
investments in unconsolidated real estate entities because it
has significant influence, but not control, over the
investees operating and financial decisions. For purposes
of applying the equity method, significant influence is deemed
to exist if the Company actively manages the property, prepares
the property operating budgets and participates with the other
investors in the property in making major decisions affecting
the property, including market positioning, leasing, renovating
and selling or continuing to retain the property. None of the
entities are considered variable interest entities, as defined
in Financial Accounting Standards Board Interpretation
No. 46R, Consolidation of Variable Interest
Entities. The accounting policies of the unconsolidated
real estate entities are the same as those used by the Company.
Under the equity method of accounting, investments in
partnerships and limited liability companies are recorded at
cost, and the investment accounts are increased for the
Companys contributions and its share of the entities
net income and decreased for the Companys share of the
entities net losses and distributions. For entities in
which the Company is not a general partner and therefore has no
risk other than its investment, once the investment account
reaches zero, losses are no longer recognized, distributions
received are recognized as income, and earnings from the
entities are not recognized until such earnings exceed all
unrecognized net losses plus the cash distributions received and
previously recognized as income.
The excess of the purchase price paid to acquire investments in
unconsolidated real estate entities over the underlying book
value of those entities has been allocated based on the fair
values of the assets and liabilities of the underlying entities,
and that portion which has been allocated to depreciable assets
is being amortized to expense over the estimated life of the
underlying assets. Amortization expense is included in equity in
net loss of unconsolidated real estate entities.
Minority interest relates to the interests in the Operating
Partnership that are not owned by the Company, which at
September 30, 2005 amounted to approximately 7.17%
(excluding the LTIP Units, discussed below) and consisted of
1,069,973 units of partnership interest in the Operating
Partnership (OP Units). In conjunction with the
formation of the Company, certain persons and entities
contributing interests in properties to the Operating
Partnership received OP Units.
The minority interest in the Operating Partnership is:
(i) increased or decreased by the limited partners
pro-rata share of the Operating Partnerships net income or
net loss, respectively; (ii) decreased by distributions;
(iii) decreased by redemption of partnership units for the
Companys common stock and (iv) adjusted to equal the
net equity of the Operating Partnership multiplied by the
limited partners ownership percentage immediately after
each issuance of units of the Operating Partnership and/or the
Companys common stock through an adjustment to additional
paid-in capital. Net income or net loss is allocated to the
minority interest in the Operating Partnership based on the
weighted average percentage ownership throughout the period.
Holders of OP Units have certain redemption rights, which
enable them to cause the Operating Partnership to redeem their
units in exchange for shares of our common stock on a
one-for-one basis or, at the Companys option, cash per
OP Unit equal to the market price of our common stock at
the time of redemption. The number of shares issuable upon
exercise of the redemption rights will be adjusted upon the
occurrence of stock splits, mergers, consolidations or similar
pro-rata share transactions, which otherwise would have the
effect of diluting the ownership interests of the limited
partners or our stockholders.
As of September 30, 2005, the Company had issued 290,000
LTIP Units, of which 35,000 are vested. LTIP Units are a special
class of partnership interest in the Operating Partnership,
which have been issued
9
COLUMBIA EQUITY TRUST, INC. AND
COLUMBIA EQUITY TRUST, INC. PREDECESSOR
NOTES TO FINANCIAL STATEMENTS (Continued)
under the Companys 2005 Equity Compensation Plan. LTIP
Units were granted by the Company at the Offering to the
non-employee members of the Companys Board of Directors
(Directors), consultants to the Company
(Consultants) and employees of the Company
(Employees). Once fully vested, with the
Companys permission, LTIP Units may be converted into
OP Units which may be redeemed by the holder for cash or,
in the Companys sole and absolute discretion, exchanged
for shares of the Companys common stock. It is the
Companys intention that all LTIP Units be redeemed for
shares of the Companys common stock. The value of LTIP
Units that has been recognized as an expense is included in
minority interest.
|
|
|
i) Share-Based
Compensation |
The Company accounts for the award of equity instruments to
employees in accordance with SFAS No. 123 (revised
2004), Share-Based Payment, which requires an entity
to measure and recognize the cost of employee services received
in exchange for an award of equity instruments based on the
grant-date fair value of the award.
|
|
|
j) New Accounting
Pronouncements |
In December 2004, the Financial Accounting Standards Board
(FASB) issued SFAS No. 153, Exchange
of Nonmonetary Assets, an amendment of APB Opinion
No. 29. The amendments made by
SFAS No. 153, which are effective for nonmonetary
exchange transactions occurring in fiscal periods ending after
June 15, 2005, require that nonmonetary exchanges be
measured at the fair value of assets exchanged. Transactions
that do not have any commercial substance are excluded from the
statement. SFAS No. 153 did not have any material
effect on the Companys financial statements.
In May 2005, the FASB issued SFAS No. 154,
Accounting Changes and Error Corrections, a
replacement of Accounting Principles Board Opinion No. 20
and SFAS No. 3, which requires that the effect of
changes in accounting principle and reporting entity be
retrospectively applied. Statement 154 is effective for
accounting changes and corrections of errors made in fiscal
years beginning after December 15, 2005.
SFAS No. 154 is not expected to have any material
effect on the Companys financial statements.
On June 29, 2005, the FASB ratified the consensus reached
by the Emerging Issues Task Force (EITF) on Issue
No. 04-5, Determining Whether a General Partner, or
the General Partners as a Group, Controls a Limited Partnership
or Similar Entity When the Limited Partners Have Certain
Rights (Issue 04-5). Issue 04-5,
which also applies to limited liability companies
(LLCs) and limited liability partnerships
(LLPs), provides a framework for determining
whether a general partner controls, and should consolidate, a
limited partnership, LLC, LLP or similar entity (collectively,
Limited Partnerships). It is effective for all
Limited Partnerships formed, or any pre-existing Limited
Partnerships having partnership agreements modified, after
June 29, 2005. All other Limited Partnerships must apply
the consensus no later than the beginning of the first reporting
period in fiscal years beginning after December 15, 2005.
The Company has reviewed all of its joint venture agreements and
determined that consolidation of the Limited Partnerships in
which the Company holds a general partner or managing member
interest is not warranted because the limited partners or
members have substantial kick-out or participating rights, as
defined in Issue 04-5.
The Company intends to qualify as a real estate investment trust
(REIT) under Sections 856 through 860 of the
Internal Revenue Code of 1986, as amended. As a REIT, the
Company will be permitted to deduct distributions paid to its
stockholders, eliminating the Federal taxation of income
represented by such distributions at the Company level. REITs
are subject to a number of organizational and operational
requirements. If the Company fails to qualify as a REIT in any
taxable year, the Company will be subject to
10
COLUMBIA EQUITY TRUST, INC. AND
COLUMBIA EQUITY TRUST, INC. PREDECESSOR
NOTES TO FINANCIAL STATEMENTS (Continued)
Federal income tax (including any alternative minimum tax) on
its taxable income at regular corporate tax rates.
|
|
|
l) Managements
Estimates |
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 assets and liabilities and
disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could
differ from those estimates.
SFAS No. 131, Disclosure about Segments of an
Enterprise and Related Information, established standards
for disclosure about operating segments and related disclosures
about products and services, geographic areas and major
customers. The Company presently operates in only one business
segment, that of acquisition, ownership and investment
management of commercial real estate. The Companys primary
geographic area is the Greater Washington, D.C.
metropolitan area, as defined above. No single tenant accounts
for more than 10% of rental revenues.
|
|
|
n) Concentration of Credit
Risk |
The Company maintains ownership interests in commercial office
properties that are all located in the Greater Washington D.C.
area. The ability of the tenants to honor the terms of their
respective leases is dependent upon the economic, regulatory and
social climate affecting the communities in which the tenants
operate.
Financial instruments that subject the Company to credit risk
consist primarily of cash and accounts receivable. The Company
maintains its cash and cash equivalents on deposit with high
quality financial institutions. Accounts at each institution are
insured by the Federal Deposit Insurance Corporation up to
$100,000. Although balances in an individual institution may
exceed this amount, management does not anticipate losses from
failure of such institutions.
11
COLUMBIA EQUITY TRUST, INC. AND
COLUMBIA EQUITY TRUST, INC. PREDECESSOR
NOTES TO FINANCIAL STATEMENTS (Continued)
Earnings per share (EPS) has been computed pursuant
to the provisions of SFAS 128. The following table shows
the calculation of basic and diluted EPS, which are calculated
by dividing net income available to common shareholders by the
weighted-average number of common shares outstanding during the
periods. The Company has adopted EITF Issue number 03-6
Participating Securities and the Two-Class Method
under FASB 128 (Issue 03-06), which
provides further guidance on the definition of participating
securities. Pursuant to Issue 03-6, the Companys OP
Units and LTIP Units are considered participating securities
and, if dilutive, are included in the computation of the
Companys basic EPS. For purposes of calculating diluted
EPS, unvested LTIP Units are also considered to be participating
securities and are included in the calculation of diluted EPS,
if doing so would be dilutive. For the periods July 5, 2005
to September 30, 2005 and the nine months ended
September 30, 2005, LTIP Units have been excluded from the
basic and diluted EPS calculations because including these
securities would be anti-dilutive. The OP Units have been
excluded from the calculation of both primary and diluted EPS
because their conversion to shares of common stock would not
impact EPS, as the minority share of loss would be added back to
the net loss. The calculation of primary and diluted net loss
per share for the Company for the period July 5, 2005 to
September 30, 2005 is set forth below.
|
|
|
|
|
|
|
|
|
|
|
Columbia Equity | |
|
Columbia Equity | |
|
|
Trust, Inc. | |
|
Trust, Inc. | |
|
|
for the Period | |
|
Nine Months | |
|
|
July 5, 2005 to | |
|
Ended | |
|
|
September 30, 2005 | |
|
September 30, 2005 | |
|
|
| |
|
| |
Net loss
|
|
$ |
(1,702,929 |
) |
|
$ |
(1,703,629 |
) |
|
|
|
|
|
|
|
Weighted average shares outstanding
|
|
|
13,679,243 |
|
|
|
13,679,243 |
|
|
|
|
|
|
|
|
Basic and diluted earnings per share
|
|
$ |
(0.12 |
) |
|
$ |
(0.12 |
) |
|
|
|
|
|
|
|
Costs, underwriting discounts and advisory fees of $18,543,000
related to the Companys IPO have been reflected as a
reduction of paid-in capital in the balance sheet of the Company
as of September 30, 2005.
At the Companys formation in September 2004,
1,000 shares of common stock were issued to a member of
management for $1,000. On July 1, 2005 prior to the
completion of the IPO, the Company effected a stock split in the
form of a stock dividend (the Stock Split), issuing
62,334 additional shares with a fair value of $949,010, based on
the IPO price of $15.00 per share. The Stock Split has been
accounted for as a compensatory grant of vested shares.
Compensation expense of $949,010 has been reflected in general
and administrative expense in the Companys statement of
operations for the period July 5, 2005 to
September 30, 2005.
|
|
6. |
Acquisitions and Development |
On July 5, 2005, concurrent with the consummation of the
IPO, the Company, through the Operating Partnership, acquired
the office real estate investment properties and joint venture
interests, management contracts and certain other assets of
Columbia Predecessor from its owners and other parties which
held direct or indirect ownership interests in Columbia
Predecessors real estate properties. The formation
transactions are described in detail in the prospectus contained
in the Companys Registration Statement.
12
COLUMBIA EQUITY TRUST, INC. AND
COLUMBIA EQUITY TRUST, INC. PREDECESSOR
NOTES TO FINANCIAL STATEMENTS (Continued)
Also included in the formation transactions described above are
the acquisitions from third parties of Loudoun Gateway IV
and the Barlow Building. In addition to the properties acquired
as part of the formation transactions, the Company also
subsequently acquired 14700 Lee Road (Lee Road) and
Park Plaza II from third parties. The acquisitions of
wholly owned properties are summarized in the following table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Square | |
|
Date | |
|
|
Property |
|
Location |
|
Feet | |
|
Acquired | |
|
Purchase Price | |
|
|
|
|
| |
|
| |
|
| |
Fair Oaks
|
|
Fairfax, Va. |
|
|
126,949 |
|
|
|
7/5/05 |
|
|
$ |
18,748,541 |
|
Greenbriar
|
|
Fairfax, Va. |
|
|
111,721 |
|
|
|
7/5/05 |
|
|
|
15,989,785 |
|
Lee Road
|
|
Chantilly, Va. |
|
|
84,652 |
|
|
|
8/23/05 |
|
|
|
24,051,830 |
|
Loudoun Gateway IV
|
|
Dulles, Va. |
|
|
102,987 |
|
|
|
7/8/05 |
|
|
|
21,635,924 |
|
Meadows IV
|
|
Chantilly, Va. |
|
|
148,160 |
|
|
|
7/5/05 |
|
|
|
28,593,301 |
|
Park Plaza II
|
|
Rockville, Md. |
|
|
126,228 |
|
|
|
9/29/05 |
|
|
|
35,343,269 |
|
Sherwood Plaza
|
|
Fairfax, Va. |
|
|
92,960 |
|
|
|
7/5/05 |
|
|
|
15,865,026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
160,227,676 |
|
|
|
|
|
|
|
|
|
|
|
|
|
The purchase price of the properties consists of cash paid to
third parties of $99.5 million, debt assumed of
$59.7 million, Operating Partnership Units issued to third
parties with a fair value of $0.1 million and OP Units
issued to Columbia Predecessor investors with a historical cost
of $1.0 million.
The following table summarizes the estimated fair values of the
assets acquired and liabilities assumed as of the dates of
acquisition. The Company is in process of obtaining third party
valuations which may affect the allocation of purchase price to
the assets acquired and liabilities assumed. Additional
adjustments, which are not expected to be material, may result
when estimates made of at the time of closing are finalized.
|
|
|
|
|
|
|
Rental property
|
|
$ |
137,500,000 |
|
Intangible assets
|
|
|
23,062,000 |
|
Other assets
|
|
|
3,279,000 |
|
|
|
|
|
|
Total assets acquired
|
|
|
163,841,000 |
|
|
|
|
|
Mortgage notes payable
|
|
|
59,654,000 |
|
Deferred credits
|
|
|
1,104,000 |
|
Other liabilities
|
|
|
2,509,000 |
|
|
|
|
|
|
Total liabilities assumed
|
|
|
63,267,000 |
|
|
|
|
|
|
|
Net assets acquired
|
|
$ |
100,574,000 |
|
|
|
|
|
13
COLUMBIA EQUITY TRUST, INC. AND
COLUMBIA EQUITY TRUST, INC. PREDECESSOR
NOTES TO FINANCIAL STATEMENTS (Continued)
The following table summarizes, on an unaudited pro forma basis,
the results of operations of the acquired properties for the
three months ended September 30, 2005 as if the
acquisitions had all occurred concurrent with the completion of
the IPO on July 5, 2005. This pro forma financial
information is presented for informational purposes only and is
not necessarily indicative of the results of future operations
that would have been achieved had the acquisitions taken place
at the beginning of the period presented. Similar pro forma
results of operations information has not been provided for the
nine months ended September 30, 2005 or for the three and
nine months ended September 30, 2004 because the Company
had no material operations prior to July 5, 2005 and was
essentially a shell entity with no prior operating history.
|
|
|
|
|
|
|
|
|
|
|
Pro Forma | |
|
Actual Results | |
|
|
for the Three | |
|
for the Period | |
|
|
Months Ended | |
|
July 5, 2005 to | |
|
|
September 30, 2005 | |
|
September 30, 2005 | |
|
|
| |
|
| |
Revenues
|
|
$ |
4,620,000 |
|
|
$ |
3,275,916 |
|
|
|
|
|
|
|
|
Net loss
|
|
|
(1,553,000 |
) |
|
$ |
(1,702,929 |
) |
|
|
|
|
|
|
|
Net loss per share
|
|
$ |
(0.11 |
) |
|
$ |
(0.12 |
) |
|
|
|
|
|
|
|
Weighted average number of shares outstanding
|
|
|
13,679,243 |
|
|
|
13,679,243 |
|
|
|
|
|
|
|
|
|
|
7. |
Investments in Unconsolidated Real Estate Entities |
As part of completing the formation transactions described in
Note 6, the Company acquired from the Columbia Predecessor
certain minority ownership interests in office buildings and
purchased additional interests in the properties from third
party investors. Additionally the Company, as part of the
formation transactions, purchased an interest in the Barlow
Building from a third party. The acquisitions of interests in
unconsolidated real estate entities are summarized in the
following table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Square | |
|
Date | |
|
Purchase | |
|
Percent | |
Property |
|
Location |
|
Feet | |
|
Acquired | |
|
Price | |
|
Owned | |
|
|
|
|
| |
|
| |
|
| |
|
| |
1575 Eye Street
|
|
Washington, D.C. |
|
|
210,372 |
|
|
|
7/5/05 |
|
|
$ |
1,172,398 |
|
|
|
9.18% |
|
Atrium
|
|
Alexandria, Va. |
|
|
138,507 |
|
|
|
7/5/05 |
|
|
|
5,002,925 |
|
|
|
37.00% |
|
Barlow Building
|
|
Chevy Chase, Md. |
|
|
270,490 |
|
|
|
7/15/05 |
|
|
|
13,700,000 |
|
|
|
40.00% |
|
Independence Center I
|
|
Chantilly, Va. |
|
|
275,002 |
|
|
|
7/5/05 |
|
|
|
2,539,006 |
|
|
|
14.74% |
|
Independence Center II
|
|
Chantilly, Va. |
|
|
Land Only |
|
|
|
7/5/05 |
|
|
|
380,783 |
|
|
|
14.74% |
|
King Street
|
|
Alexandria, Va. |
|
|
149,080 |
|
|
|
7/5/05 |
|
|
|
4,009,252 |
|
|
|
50.00% |
|
Madison Place
|
|
Alexandria, Va. |
|
|
108,252 |
|
|
|
7/5/05 |
|
|
|
5,990,270 |
|
|
|
50.00% |
|
Suffolk Building
|
|
Falls Church, Va. |
|
|
257,425 |
|
|
|
7/5/05 |
|
|
|
9,986,802 |
|
|
|
36.50% |
|
Victory Point
|
|
Chantilly, Va. |
|
|
147,743 |
|
|
|
7/5/05 |
|
|
|
925,335 |
|
|
|
10.00% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
43,706,771 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The purchase price of the interests in unconsolidated real
estate entities consisted of cash paid to third parties of
$42.0 million, Operating Partnership Units issued to third
parties with a fair value of $0.1 million and Operating
Partnership Units issued to Columbia Predecessor investors with
a historical cost of $1.6 million. The combined condensed
balance sheet and statement of operations of the unconsolidated
real estate entities are as follows.
14
COLUMBIA EQUITY TRUST, INC. AND
COLUMBIA EQUITY TRUST, INC. PREDECESSOR
NOTES TO FINANCIAL STATEMENTS (Continued)
Combined Condensed Balance Sheet as of September 30,
2005
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
Investments in real estate
|
|
$ |
293,298,951 |
|
|
Receivables and deferred rents
|
|
|
7,575,342 |
|
|
Other assets
|
|
|
50,547,278 |
|
|
|
|
|
|
|
Total assets
|
|
$ |
351,421,571 |
|
|
|
|
|
Liabilities and Equity
|
|
|
|
|
|
Mortgage loans
|
|
$ |
253,855,054 |
|
|
Other liabilities
|
|
|
15,544,247 |
|
|
Equity Columbia Equity Trust, Inc.(a)
|
|
|
36,158,006 |
|
|
Equity Other owners
|
|
|
45,864,264 |
|
|
|
|
|
|
|
Total liabilities and equity
|
|
$ |
351,421,571 |
|
|
|
|
|
Combined Condensed Statement of Operations for the
Three Months Ended September 30, 2005
|
|
|
|
|
|
Revenues
|
|
$ |
10,704,127 |
|
|
|
|
|
Operating and other
|
|
|
5,668,666 |
|
Depreciation
|
|
|
2,039,355 |
|
Interest
|
|
|
3,515,052 |
|
|
|
|
|
|
Total expenses
|
|
|
11,223,073 |
|
|
|
|
|
|
Net loss
|
|
$ |
(518,946 |
) |
|
|
|
|
Company share of net loss
|
|
$ |
(68,669 |
) |
|
|
|
|
|
|
(a) |
Amount is less than the amount shown as investments in
unconsolidated real estate entities on the consolidated balance
sheet as of September 30, 2005, due to purchase price paid
in excess of book value in the underlying real estate entities. |
15
COLUMBIA EQUITY TRUST, INC. AND
COLUMBIA EQUITY TRUST, INC. PREDECESSOR
NOTES TO FINANCIAL STATEMENTS (Continued)
The following tables summarize the intangible in-place lease
assets and liabilities for acquired leases as of
September 30, 2005.
Intangible Assets
|
|
|
|
|
Above market leases
|
|
$ |
4,058,597 |
|
Accumulated
amortization
|
|
|
(548,559 |
) |
|
|
|
|
|
|
$ |
3,510,038 |
|
|
|
|
|
In-Place leases
|
|
$ |
14,538,308 |
|
Accumulated
amortization
|
|
|
(1,148,985 |
) |
|
|
|
|
|
|
$ |
13,389,323 |
|
|
|
|
|
Tenant relationships
|
|
$ |
6,356,198 |
|
Accumulated
amortization
|
|
|
(932,228 |
) |
|
|
|
|
|
|
$ |
5,423,970 |
|
|
|
|
|
Deferred Credits
|
|
|
|
|
Below market leases
|
|
$ |
1,690,876 |
|
Accumulated
amortization
|
|
|
(640,304 |
) |
|
|
|
|
|
|
$ |
1,050,572 |
|
|
|
|
|
The amortization of acquired above and below market in-place
leases, included as a net decrease in revenues, totaled $34,260
for the period July 5, 2005 to September 30, 2005.
The amortization of acquired lease assets and tenant
relationships, included in depreciation and amortization
expense, totaled $651,389 for the period July 5, 2005 to
September 30, 2005.
The estimated annual amortization of acquired above and below
market in-place leases to be included as a net decrease in
revenues for the period of July 5, 2005 to
December 31, 2005 and each of the next five years is as
follows.
|
|
|
|
|
2005 after July 5, 2005
|
|
$ |
155,508 |
|
2006
|
|
|
484,374 |
|
2007
|
|
|
472,863 |
|
2008
|
|
|
415,098 |
|
2009
|
|
|
386,656 |
|
2010
|
|
|
313,565 |
|
16
COLUMBIA EQUITY TRUST, INC. AND
COLUMBIA EQUITY TRUST, INC. PREDECESSOR
NOTES TO FINANCIAL STATEMENTS (Continued)
The estimated annual amortization of acquired in-place lease
assets and tenant relationships to be included in amortization
expense for the period of July 5, 2005 to December 31,
2005 and each of the next five years is as follows.
|
|
|
|
|
2005 after July 5, 2005
|
|
$ |
1,585,514 |
|
2006
|
|
|
3,647,208 |
|
2007
|
|
|
3,358,398 |
|
2008
|
|
|
3,055,542 |
|
2009
|
|
|
2,808,494 |
|
2010
|
|
|
2,263,486 |
|
In connection with the IPO and related formation transactions,
the Company assumed a first mortgage note payable of
$19,000,000, which bears interest at a rate of 4.95% and matures
in 2011. Interest is payable monthly.
|
|
10. |
Equity Compensation Plan |
The Company accounts for compensation expense related to grants
of stock options and other share based incentive awards in
accordance with SFAS No. 123(R), Share-Based
Payment. On July 5, 2005, the Company awarded LTIP
Units to Directors, Consultants and Employees, as set forth
below. Once fully vested, with the Companys permission,
LTIP Units may be converted into OP Units which may, in the
Companys sole and absolute discretion, be redeemed by the
Company for cash or exchanged for shares of the Companys
common stock in the manner described in Note 2, above. It
is the Companys intention that only Company stock be
exchanged for OP Units that are being redeemed. The LTIP
Units granted to Directors and Consultants vested immediately
and the fair value of the LTIP Units as of date of grant has
been recognized as an expense of the Operating Partnership. The
LTIP Units granted to Employees vest ratably over a five year
period from date of grant, and the fair value of the LTIP Units
as of date of grant is being ratably recognized as an expense of
the Operating Partnership over the five-year vesting period. The
aggregate value of the LTIP Units has not been reflected as
unearned compensation within stockholders equity because
the LTIP Units relate only to the Operating Partnership and,
consequently, have been reflected as Minority Interest in the
Companys consolidated balance sheet as of
September 30, 2005. As of September 30, 2005,
$3,633,750 of the fair value of the LTIP Units granted to
Employees remains to be recognized as expense.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2005 | |
|
|
| |
|
|
|
|
Compensation | |
|
|
LTIP Units | |
|
LTIP Units | |
|
Expense | |
Recipient Class |
|
Granted | |
|
Vested | |
|
Recognized | |
|
|
| |
|
| |
|
| |
Directors
|
|
|
20,000 |
|
|
|
20,000 |
|
|
$ |
300,000 |
|
Consultants
|
|
|
15,000 |
|
|
|
15,000 |
|
|
|
225,000 |
|
Employees
|
|
|
255,000 |
|
|
|
|
|
|
|
191,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
290,000 |
|
|
|
35,000 |
|
|
$ |
716,250 |
|
|
|
|
|
|
|
|
|
|
|
17
COLUMBIA EQUITY TRUST, INC. AND
COLUMBIA EQUITY TRUST, INC. PREDECESSOR
NOTES TO FINANCIAL STATEMENTS (Continued)
|
|
11. |
Related Party Transactions |
The Company and Columbia Predecessor conduct business with the
unconsolidated real estate entities in which they invest. The
amounts of fees attributable to the percentage of the
unconsolidated real estate entities owned by the Company and
Columbia Predecessor have been eliminated from the accompanying
consolidated financial statements and in the tables, below.
Descriptions of the types of transactions between the Company,
Columbia Predecessor, affiliates and unconsolidated real estate
entities are as follows.
|
|
|
The Company and Columbia Predecessor receive asset management
fees from unconsolidated and affiliated real estate entities,
including the unconsolidated real estate entities included in
the accompanying consolidated and combined financial statements.
Asset management fees range from 1 to 2 percent of gross rents
collected. |
|
|
CCC receives transaction advisory fees in connection with the
purchase, sale or debt placement for certain properties that it
manages or advises, including amounts earned from the uncombined
real estate entities and from affiliates. |
|
|
The Company and Columbia Predecessor pay to rent office space
from an affiliate and also pay monthly fees for office support
services. |
The following table sets forth the transactions between the
Company and Columbia Predecessor and affiliates.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Columbia Equity | |
|
Columbia | |
|
Columbia | |
|
|
Trust, Inc. for the | |
|
Predecessor for the | |
|
Predecessor for the | |
|
|
Period July 5, 2005 to | |
|
Period July 1, 2005 to | |
|
Three Months Ended | |
Service |
|
September 30, 2005 | |
|
Through July 4, 2005 | |
|
September 30, 2004 | |
|
|
| |
|
| |
|
| |
Asset management
|
|
$ |
239,376 |
|
|
$ |
|
|
|
$ |
301,965 |
|
Transaction advisory(a)
|
|
|
|
|
|
|
|
|
|
|
338,848 |
|
Office space
|
|
|
36,161 |
|
|
|
|
|
|
|
35,045 |
|
Administrative services
|
|
|
15,000 |
|
|
|
129 |
|
|
|
22,021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Columbia Equity | |
|
Columbia | |
|
Columbia | |
|
|
Trust, Inc. for the | |
|
Predecessor for the | |
|
Predecessor for the | |
|
|
Nine Months Ended | |
|
Period January 1, 2005 to | |
|
Nine Months Ended | |
Service |
|
September 30, 2005 | |
|
Through July 4, 2005 | |
|
September 30, 2004 | |
|
|
| |
|
| |
|
| |
Asset management
|
|
$ |
239,376 |
|
|
$ |
701,194 |
|
|
$ |
558,157 |
|
Transaction advisory(a)
|
|
|
|
|
|
|
737,162 |
|
|
|
691,598 |
|
Office space
|
|
|
36,161 |
|
|
|
89,391 |
|
|
|
105,948 |
|
Administrative services
|
|
|
15,000 |
|
|
|
45,129 |
|
|
|
74,871 |
|
|
|
(a) |
Excludes success fees of $677,448 paid to CCC after July 4,
2005 for acquisition and debt placement advisory services
provided to the Company as part of its purchases of Loudoun
Gateway IV on July 8, 2005 and Barlow Building on
July 15, 2005. |
|
|
12. |
Commitments and Subsequent Events |
During the third quarter of 2005 the Independence Center I
joint venture, in which the Company owns a 14.74% interest,
commenced development on Independence Center II
(Center II) a 115,368 net rentable square
foot office building in Chantilly, Virginia. The total cost of
the development is expected to be approximately $24,500,000.
Effective October 1, 2005, the Company contributed an 8.1%
interest in the excess land of Independence Center I to form a
new joint venture in Center II. In October 2005,
Center II closed on a $15,700,000 construction loan.
18
COLUMBIA EQUITY TRUST, INC. AND
COLUMBIA EQUITY TRUST, INC. PREDECESSOR
NOTES TO FINANCIAL STATEMENTS (Continued)
On September 30, 2005, the Company declared a dividend of
$0.12 per share which was paid on October 31, 2005, to
stockholders of record as of October 14, 2005. OP and LTIP
Unit holders concurrently received a distribution of
$0.12 per Unit.
On August 4, 2005 the Company entered into a material
definitive agreement with Patrick Henry Associates, L.P. to
acquire a four-story, approximately 99,000 square foot
office building located in Newport News, Virginia
(PHCC) for $14.6 million. The transaction will
be funded with proceeds raised from the Companys IPO and
the assumption of an $8.5 million mortgage loan which bears
interest at a fixed rate of 5.02% and matures in April 2009. The
purchase of PHCC is subject to customary closing conditions,
including the satisfactory completion by the Company of a due
diligence review.
On November 11, 2005, the Company entered into a material
definitive agreement (the 1025 Vermont Purchase
Agreement) with 1025 Vermont Investors, L.L.C.
(Investors) an affiliate of Cambridge Holdings
Limited Partnership (Cambridge) to acquire a
twelve-story, approximately 115,000 square foot office
building located in Washington, DC (1025 Vermont)
for $34,300,000. The Company expects to fund a portion of the
transaction proceeds from a revolving credit facility, for which
we have a commitment, and the assumption of an approximate
$19,000,000 mortgage loan which bears interest at 4.91% and
matures in January 2010. The purchase of 1025 Vermont is
subject to customary closing conditions, including the
satisfactory completion by the Company of a due diligence review
during its inspection periods.
On November 11, 2005, the Company entered into a material
definitive agreement (the ELV Purchase Agreement)
with Carfax Enterprises Limited Partnership
(Carfax), an affiliate of E.L. Vaduz Enterprises,
Inc. (ELV) to acquire a two building portfolio
(ELV Portfolio) which includes a four-story,
approximately 50,000 square foot office building located in
Alexandria, Virginia (625 Slaters Lane) and a
three-story, approximately 65,000 square foot office
building located in Oakton, Virginia (Oakton Corporate
Center) for $26,850,000. The transaction is expected to be
funded with proceeds from a revolving credit facility, for which
we have commitment. The purchase of the ELV Portfolio is subject
to customary closing conditions, including the satisfactory
completion by the Company of a due diligence review during its
inspection periods.
19
|
|
Item 2. |
Managements Discussion and Analysis of Financial
Condition and Results of Operations. |
The following discussion and analysis of the financial condition
and results of operations of Columbia Equity Trust, Inc. (the
Company) and Columbia Equity Trust Predecessor
Inc. (Columbia Predecessor) should be read in
conjunction with the financial statements and notes thereto
appearing elsewhere in this Form 10-Q and the financial
statements and notes thereto contained in the prospectus, dated
June 28, 2005 (the Prospectus), contained in
the Companys Registration Statement on Form S-11
(Registration No. 333-122644) (the Registration
Statement) filed with the Securities and Exchange
Commission (the SEC) in connection with the
Companys initial public offering (IPO).
Columbia Predecessor is not a legal entity but rather a
combination of real estate entities and asset management
operations under common ownership and management as described
further below. References to we, us and
our refer to Columbia Equity Trust, Inc. and its
consolidated subsidiaries or Columbia Predecessor, as applicable.
Forward Looking Statements
This report on Form 10-Q contains forward-looking
statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. When used, the
words believe, estimate,
expect, intend, may,
might, plan, project,
result, should, will,
anticipate and similar expressions which do not
relate solely to historical matters are intended to identify
forward-looking statements. Any projection of revenues, earnings
or losses, capital expenditures, distributions, capital
structure or other financial terms is a forward-looking
statement. Any forward-looking statements presented in this
report, or which management may make orally or in writing from
time to time, are based upon managements beliefs,
assumptions and expectations of our future operations and
economic performance, taking into account the information
currently available to us. These beliefs, assumptions and
expectations are subject to risks and uncertainties and can
change as a result of many possible events or factors, not all
of which are known to us at the time that we make such
statements. Should one or more of these risks, uncertainties or
events materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those
anticipated, estimated or projected by the forward-looking
statements. Accordingly, investors should not place undue
reliance on these forward looking statements.
Some of the risks and uncertainties that may cause our actual
results, performance or achievements to differ materially from
those expressed or implied by forward-looking statements include
the following:
|
|
|
|
|
general risks affecting the commercial office property industry
(including, without limitation, the inability to enter into or
renew leases, dependence on tenants financial condition
and competition from other developers, owners, operators and
managers of real estate); |
|
|
|
risks associated with the availability and terms of financing
and the use of debt, equity or other types of financings to fund
acquisitions and developments; |
|
|
|
failure to manage effectively (i) our growth, including the
successful integration of recent and future acquisitions and
(ii) our transition from a privately held to a publicly
held company; |
|
|
|
risks and uncertainties affecting property development and
construction (including, without limitation, construction
delays, cost overruns, inability to obtain necessary permits and
public opposition to such activities); |
|
|
|
risks associated with downturns in the national and local
economies, increases in interest rates and volatility in the
securities markets; |
|
|
|
risks associated with actual and threatened terrorist attacks; |
|
|
|
costs of compliance with the Americans with Disabilities Act and
other similar laws; |
|
|
|
potential liability for uninsured losses and environmental
contamination; |
20
|
|
|
|
|
risks associated with the potential failure to qualify as a REIT
under the Internal Revenue Code of 1986, as amended, and
possible adverse changes in tax and environmental laws; |
|
|
|
risks associated with possible federal, state and local tax
audits; |
|
|
|
risks associated with our dependence on key personnel whose
continued service is not guaranteed; and |
|
|
|
the other risk factors identified in the Prospectus, including
those described under the caption Risk Factors. |
The risks set forth above, as well as those risk factors
described in other documents that we file from time to time with
the Securities and Exchange Commission, are not exhaustive. New
risk factors may emerge from time to time and it is not possible
for management to predict all risk factors, nor can it assess
the impact of all risk factors on our business or the extent to
which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any
forward-looking statements. We undertake no obligation to update
any forward-looking statements to reflect changes in underlying
assumptions or factors, new information, future events, or
otherwise, and you should not rely upon these forward-looking
statements after the date of this report.
Overview and Recent Developments
Columbia Equity Trust, Inc. is a self-advised and self-managed
real estate company formed to succeed to the commercial office
property business of Carr Capital Corporation (Carr
Capital). We primarily focus on the acquisition,
development, renovation, repositioning, ownership, management
and operation of commercial office properties located
predominantly in the Greater Washington, D.C. area. We
closed our IPO and the over-allotment option granted to the
underwriters on July 5, 2005 and July 14, 2005,
respectively, selling in the aggregate 13.8 million shares
of our common stock at a price to the public of $15.00 per
share and raising net proceeds of approximately
$188.4 million after deducting the underwriters
discount, paying advisory fees and other offering expenses. On
July 5, 2005, concurrent with the consummation of the IPO,
the Company and its operating partnership, Columbia Equity, LP
(the Operating Partnership), entered into certain
formation transactions and acquired the office real estate
investment properties and joint venture interests, management
contracts and certain other assets of Columbia Equity Trust,
Inc. Predecessor (Columbia Predecessor) from its
owners and other parties which held direct or indirect ownership
interests in Columbia Predecessors real estate properties.
The formation transactions are described in detail in the
prospectus contained in the Companys Registration
Statement on Form S-11 (Registration No. 333-122644,
the Registration Statement) filed with the
Securities and Exchange Commission (the SEC) in
connection with the IPO. The Company primarily operates through
its Operating Partnership, for which the Company is the sole
general partner and held a 92.83% partnership interest as of
September 30, 2005.
Columbia Equity Trust, Inc. commenced operations on July 5,
2005. During the periods presented prior to the completion of
the IPO on July 5, 2005 in the accompanying combined
financial statements, Columbia Predecessor was the limited
partner and/or general partner or managing member of the real
estate entities that directly or indirectly owned certain
properties. The ultimate owners of Columbia Predecessor are Carr
Capital and its wholly-owned subsidiary, Carr Capital Real
Estate Investments, LLC (CCREI), (collectively
CCC), The Oliver Carr Company and Carr Holdings,
LLC, all of which are controlled by Oliver T. Carr, Jr. and
Oliver T. Carr, III, acting as a common control group.
Through September 30, 2005, in addition to completing our
Formation Transactions, we completed the acquisition of two
additional commercial office properties totaling
210,880 net rentable square feet from unaffiliated third
parties for an aggregate purchase price of approximately
$59.4 million using the proceeds of our IPO.
During July 2005, the joint venture that owns Independence
Center I, a 275,002 net rentable square foot
commercial office building in Chantilly, Virginia, commenced
development on Independence Center II, an approximate
115,000 net rentable square foot office building adjacent
to Independence Center I. The total cost of the development is
expected to be approximately $24.5 million. In October
2005, a separate joint venture was formed to own Independence
Center II. We maintain an 8.1% ownership interest in the
21
Independence Center II joint venture. The equity required
to capitalize our share of the Independence Center II joint
venture was approximately $713,000 and funded through proceeds
from our IPO. The remaining costs of the project are expected to
be funded through a $15.7 million construction loan that
the joint venture closed in October 2005.
At September 30, 2005, we owned 100% of seven commercial
office properties and held partial ownership interests, ranging
from 9% to 50%, in eight commercial office properties containing
in the aggregate approximately 2.4 million net rentable
square feet, all of which are located in the Greater
Washington, D.C. area.
On August 4, 2005 we entered into a definitive agreement
with Patrick Henry Associates, L.P. to acquire a four-story,
approximately 99,000 square foot office building located in
Newport News, Virginia (PHCC) for
$14.6 million. The transaction will be funded with proceeds
from our IPO and the assumption of an $8.5 million mortgage
loan which bears interest at a fixed rate of 5.02% and matures
in April 2009. The purchase of PHCC is subject to customary
closing conditions, including our satisfactory completion of a
due diligence review. We expect to close the acquisition in the
fourth quarter of 2005.
Following the completion of our acquisition of PHCC, we will
have utilized all of the net proceeds raised through our IPO.
On November 11, 2005, the Company entered into a material
definitive agreement (the 1025 Vermont Purchase
Agreement) with 1025 Vermont Investors, L.L.C.
(Investors) an affiliate of Cambridge Holdings
Limited Partnership (Cambridge) to acquire a
twelve-story, approximately 115,000 square foot office
building located in Washington, DC (1025 Vermont)
for $34,300,000. The Company expects to fund a portion of the
transaction proceeds from a revolving credit facility, for which
we have a commitment, and the assumption of an approximate
$19,000,000 mortgage loan which bears interest at 4.91% and
matures in January 2010. The purchase of 1025 Vermont is subject
to customary closing conditions, including the satisfactory
completion by the Company of a due diligence review during its
inspection periods.
On November 11, 2005, the Company entered into a material
definitive agreement (the ELV Purchase Agreement)
with Carfax Enterprises Limited Partnership
(Carfax), an affiliate of E.L. Vaduz Enterprises,
Inc. (ELV) to acquire a two building portfolio
(ELV Portfolio) which includes a four-story,
approximately 50,000 square foot office building located in
Alexandria, Virginia (625 Slaters Lane) and a
three-story, approximately 65,000 square foot office
building located in Oakton, Virginia (Oakton Corporate
Center) for $26,850,000. The transaction is expected to be
funded with proceeds from a revolving credit facility, for which
we have a commitment. The purchase of the ELV Portfolio is
subject to customary closing conditions, including the
satisfactory completion by the Company of a due diligence review
during its inspection periods.
We own or hold our interests in the 15 properties currently in
our portfolio (the Initial Properties) and conduct
our business through our operating partnership, Columbia Equity,
LP (the Operating Partnership), and its
subsidiaries. We are the sole general partner of and owned a
92.83% interest in the Operating Partnership at
September 30, 2005.
Office Market Commentary
The results of our operations are significantly influenced by
real estate and economic market conditions throughout the
Greater Washington, D.C. area.
During the third quarter of 2005, economic and real estate
fundamentals in the Greater Washington, D.C. area remained
solid. According to the CoStar Group, as of September 30,
2005:
|
|
|
|
|
Market-wide office vacancy levels improved for the ninth
consecutive quarter to end at 9.5%. |
|
|
|
Vacancy levels by region ended the quarter at 7.8% for the
District of Columbia; 10.1% for suburban Maryland; and 10.5% for
northern Virginia. |
22
|
|
|
|
|
The average quoted asking rental rate for all classes of
available office space was $30.61 representing a 1.3% increase
in quoted rental rates from the end of the second quarter 2005
and a 4.0% increase over levels reported at the end of the third
quarter of 2004. |
|
|
|
There was approximately 13.6 million square feet of office
space under construction at the end of the third quarter 2005
represented by 6.2 million square feet in the District of
Columbia; 6.3 million square feet in northern Virginia, and
1.1 million square feet in suburban Maryland. |
|
|
|
Sales activity of office buildings remained brisk during the
first six months of 2005, the most recent time period for which
this information is available. Total volume amounted to
approximately $4.0 billion compared to $2.5 billion
for the first six months of 2004. |
For the twelve months ended September 30, 2005, the Greater
Washington, D.C. area led the nation in employment growth
posting an increase of 79,400 in non-farm payrolls. The
unemployment rate for the region as of September 30, 2005
was 3.3%, one of the lowest in the United States among major
metropolitan areas. We believe the Greater Washington, D.C.
areas diversified base of businesses coupled with the
favorable impact of government spending in the region has
provided positive support for the regions economy.
Acquisition and leasing markets in the region remain
competitive, however. We believe that the level of investment
capital and number of potential acquirers for office properties
has increased over the last several quarters. Similarly, the
leasing environment continues to be characterized by meaningful
concessions in the form of allocations for tenant improvements.
To a much lesser extent, we have seen landlords provide a waiver
of rent payments, also known as free rent, for some
limited portion of the lease term.
The following table presents occupancy levels for the three
months ended June 30, 2005 and September 30, 2005 at
each of our 15 office properties:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Occupancy | |
|
Occupancy | |
|
|
|
|
Net | |
|
as of | |
|
as of | |
|
|
Ownership | |
|
Rentable | |
|
June 30, | |
|
September 30, | |
Property |
|
Interest | |
|
Square Feet | |
|
2005 | |
|
2005 | |
|
|
| |
|
| |
|
| |
|
| |
Fair Oaks
|
|
|
100 |
% |
|
|
126,949 |
|
|
|
84 |
% |
|
|
84 |
% |
Greenbriar
|
|
|
100 |
% |
|
|
111,721 |
|
|
|
60 |
% |
|
|
83 |
% |
Sherwood Plaza
|
|
|
100 |
% |
|
|
92,960 |
|
|
|
91 |
% |
|
|
100 |
% |
Loudoun Gateway IV
|
|
|
100 |
% |
|
|
102,987 |
|
|
|
100 |
% |
|
|
100 |
% |
Meadows IV
|
|
|
100 |
% |
|
|
148,160 |
|
|
|
100 |
% |
|
|
100 |
% |
14700 Lee Road(1)
|
|
|
100 |
% |
|
|
84,652 |
|
|
|
|
|
|
|
100 |
% |
Park Plaza II(1)
|
|
|
100 |
% |
|
|
126,228 |
|
|
|
|
|
|
|
97 |
% |
King Street
|
|
|
50.0 |
% |
|
|
149,080 |
|
|
|
85 |
% |
|
|
86 |
% |
Madison Place
|
|
|
50.0 |
% |
|
|
108,252 |
|
|
|
79 |
% |
|
|
79 |
% |
Barlow Building
|
|
|
40.0 |
% |
|
|
270,490 |
|
|
|
96 |
% |
|
|
95 |
% |
Atrium Building
|
|
|
37.0 |
% |
|
|
138,507 |
|
|
|
100 |
% |
|
|
100 |
% |
Suffolk Building
|
|
|
36.5 |
% |
|
|
257,425 |
|
|
|
100 |
% |
|
|
100 |
% |
Independence Center
|
|
|
14.7 |
% |
|
|
275,002 |
|
|
|
91 |
% |
|
|
91 |
% |
1575 Eye Street
|
|
|
9.2 |
% |
|
|
210,372 |
|
|
|
99 |
% |
|
|
99 |
% |
Victory Point
|
|
|
10.0 |
% |
|
|
147,743 |
|
|
|
0 |
% |
|
|
0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals(2)
|
|
|
|
|
|
|
2,350,528 |
|
|
|
92 |
% |
|
|
94 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
14700 Lee Road and Park Plaza II were acquired during the
third quarter of 2005. |
|
(2) |
Calculated as a weighted average based on net rentable square
feet. Excludes the occupancy of Victory Point which was acquired
vacant in March 2005 by Columbia Predecessor and is in the
initial stages of leasing. The weighted average occupancy
including Victory Point was approximately 88% and 86% at
September 30, 2005 and June 30, 2005, respectively. |
23
You should be aware that when you read the Companys
financial statements and the information included above, office
markets, in general, and our operations, in particular, are
significantly affected by both macro and micro economic factors,
including actual and perceived trends in various national and
economic conditions that affect commercial real estate. Periods
of economic slowdown or recession, rising interest rates,
declining demand for real estate, or the public perception that
any of these events may occur can adversely affect our business.
Such conditions could lead to a decline in property values.
Summary of Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and
results of operations are based upon our consolidated financial
statements, which have been prepared in accordance with
accounting principles generally accepted in the United States,
or GAAP. Our significant accounting policies are described in
the notes to our financial statements. The preparation of these
financial statements in conformity with GAAP requires us to make
estimates, judgments and assumptions that affect the reported
amounts of assets, liabilities, revenues and expenses. We base
these estimates, judgments and assumptions on historical
experience and on various other factors that we believe to be
reasonable under the circumstances. Actual results may differ
from these estimates under different assumptions or conditions,
as described below.
The critical accounting policies and estimates most significant
to us are the subjective assessments management makes as to
whether declines in the fair values of our investments in the
real estate entities below their carrying amounts represent
other-than-temporary impairments. When making these assessments,
we consider our intent and ability to hold the investment until
forecasted recovery in value, the severity of the impairment and
its duration. These assessments have a direct impact on our net
income because recording an impairment loss results in an
immediate negative adjustment to income.
The following are certain critical accounting polices and
estimates which impact our Company.
|
|
|
Revenue Recognition and Allowance for Doubtful Accounts
Receivable |
Rental income with scheduled rent increases is recognized using
the straight-line method over the term of the leases. Our leases
generally contain provisions under which the tenants reimburse
us for a portion of property operating expenses and real estate
taxes incurred by us. Such reimbursements are recognized in the
period that the expenses are incurred. Lease termination fees
are recognized when the related leases are canceled and we have
no continuing obligation to provide services to such former
tenants.
We must make estimates related to the collectibility of our
accounts receivable generated by minimum rent, deferred rent,
tenant reimbursements, lease termination fees and other income.
We specifically analyze accounts receivable and historical bad
debts, tenant concentrations, tenant creditworthiness, and
current economic trends when evaluating the adequacy of the
allowance for doubtful accounts receivable. These estimates have
a direct impact on our net income, because a higher bad debt
allowance would result in lower net income.
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Investments in Real Estate |
When accounting for investments in real estate, we first
determine the consideration to be paid, whether cash, our common
stock, operating partnership units or a combination of the
three, and whether the investment is being acquired from a third
party or related party.
For purchases of real estate from third parties, the purchase is
recorded at original cost. Pre-acquisition costs, including
legal and professional fees and other third party costs related
directly to the acquisition of the property, are accounted for
as part of the purchase price. Improvements and replacements are
capitalized when they extend the useful life, increase capacity
or improve the efficiency of the property. Repairs and
maintenance are charged to expense as incurred. If the purchase
is made using our common stock or operating partnership units,
then the fair value of the stock or units issued is used to
determine the purchase price. We allocate the purchase price to
the net tangible and identified intangible assets acquired based
on their fair values in accordance with the provisions of
Statement of Financial Accounting Standards (SFAS)
No. 141,
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Business Combinations. In making estimates of fair
values for purposes of allocating purchase price, we utilize a
number of sources, including independent appraisals that may be
obtained in connection with the acquisition or financing of the
property and other market data. We also consider information
obtained about each property as a result of our due diligence,
marketing and leasing activities.
We allocate a portion of the purchase price to above-market and
below-market in-place lease values based on the present value,
using an interest rate which reflects the risks associated with
the leases acquired, of the difference between (i) the
contractual amounts to be paid pursuant to the in-place leases
and (ii) our estimate of the fair market lease rates for
the corresponding in-place leases, measured over the remaining
non-cancelable term of the lease. The above-market lease values
are recorded as intangible assets and are amortized as a
reduction of rental income over the remaining non-cancelable
terms of the respective leases. The below-market lease values
are recorded as deferred credits and are amortized as an
increase to rental income over the remaining non-cancelable
terms of the respective leases. If a tenant terminates a lease
early, then any remaining unamortized lease value is charged or
credited to rental revenue.
We also allocate a portion of the purchase price to the value of
leases acquired based on the difference between (i) the
property valued with existing in-place leases adjusted to market
rental rates and (ii) the property valued as if vacant. We
use our own estimates, or independent appraisals, if available,
to determine the respective in-place lease values. Factors we
consider in our analysis include an estimate of carrying costs
during the expected lease-up period considering current market
conditions and costs to execute similar leases. In estimating
carrying costs, we include real estate taxes, insurance and
other operating expenses. We also estimate costs to execute
similar leases which primarily include leasing commissions and
costs of providing tenant improvements.
The values of in-place leases and customer relationships are
recorded as intangible assets and amortized to expense over the
remaining weighted average non-cancelable terms of the
respective leases. Should a tenant terminate its lease early,
the remaining unamortized portion of the related intangible
asset is recorded as expense.
For purchases of real estate from entities under common control,
the net assets are recorded at the purchase price if paid in
cash. If the purchase is made using our common stock or
operating partnership units, the net assets will be recorded at
the accounting basis of the related party, and no step-up to
fair value will be recorded. We allocate the purchase price
using the same methodology discussed above for purchases from
third parties.
Should a decision be made to sell a property, the property would
be accounted for as a disposal of a long lived asset under
SFAS No. 144, Accounting for Impairment or
Disposal of Long-Lived Assets. In determining whether to
classify an asset as held for sale, we consider whether
(i) management has committed to a plan to sell the
property; (ii) the property is available for immediate
sale, in its present condition; (iii) we have initiated a
program to locate a buyer; (iv) we believe that the sale of
the property is probable; (v) we are actively marketing the
property for sale at a price that is reasonable in relation to
its current value; and (vi) actions required for us to
complete the plan indicate that it is unlikely that any
significant changes will be made to the plan.
If all of the above criteria are met, we classify the property
as held for sale and adjust its carrying value to the lower of
its current carrying amount or fair value less costs to sell. On
the day that these criteria are met, we suspend depreciation on
the property held for sale, including depreciation for tenant
improvements and additions, as well as on the amortization of
acquired in-place leases and customer relationship values. The
assets and liabilities associated with a property held for sale
are classified separately on the consolidated balance sheet for
the most recent reporting period. Additionally, the operations
for the periods presented are classified on the consolidated
statements of operations as discontinued operations for all
periods presented.
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Once a property is held for sale, we are committed to selling
the property. If the current offers that exist on properties
held for sale do not result in the sale of these properties, we
generally will continue to actively market them for sale.
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Investments in Unconsolidated Real Estate Entities |
For investments in real estate entities that we will not wholly
own, we determine whether our investment is a variable interest
entity as defined in FASB Interpretation (FIN)
No. 46(R) Consolidation of Variable Interest
Entities. If the underlying entity is a variable interest
entity, or VIE, as defined under FIN 46, the venture
partner that absorbs a majority of the expected losses of the
VIE is deemed to be the primary beneficiary and must consolidate
the VIE. If the entity is not a VIE, the entity is evaluated for
consolidation based on controlling voting interests. If we have
the majority voting interest with the ability to control
operations and where no approval, veto or other important rights
have been granted to other holders, the entity would be
consolidated. We are not the primary beneficiary of any VIEs nor
do we have controlling voting interests in any joint ventures.
Therefore, we account for joint ventures under the equity method
of accounting. Under the equity method, the investments are
recorded initially at our cost and subsequently adjusted for our
net equity in income and cash contributions and distributions.
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Depreciation, Amortization and Impairment of Long-Lived
Assets |
We depreciate the values allocated to buildings and building
improvements on a straight-line basis using an estimated life of
40 years and tenant improvements on a straight-line basis
using the same life as the minimum lease term of the related
tenant. The values of above-and below-market leases are
amortized over the remaining life of the related lease and
recorded as either an increase (for below-market leases) or a
decrease (for above-market leases) to rental revenue. We
amortize the values of other intangible assets over their
estimated useful lives. Changes in these estimates would
directly impact our results of operations.
We are required to make subjective assessments as to whether
there are impairments of our properties. We periodically
evaluate each property for impairment and to determine if it is
probable that the sum of expected future undiscounted cash flows
is less than the carrying amount. If we determine that an
impairment has occurred, we record a write-down to reduce the
carrying amount of the property to its estimated fair value, if
lower, which would have a direct impact on our results of
operations because the recording of an impairment loss would
result in an immediate negative adjustment to net income.
Results of Operations
The results of operations for the three months ended
September 30, 2005, represent our first quarter of
operations and activities following completion of our IPO in
July 2005. The results of operations set forth in the following
discussion for the three and nine months ended
September 30, 2004 and for the period from January 1,
2005 to July 4, 2005 contain the results of operations of
Columbia Predecessor, that occurred prior to the completion of
our IPO and various formation transactions. In addition, our
results of operations cover the period from July 5, 2005 to
September 30, 2005. Due to the timing of the IPO and the
formation transactions, we do not believe that the results of
operations discussed are necessarily indicative of our future
operating results as a publicly-held company.
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Comparison of Three Months Ended September 30, 2005
to Three Months Ended September 30, 2004 |
Base rent revenues were $2.9 million for the three months
ended September 30, 2005 compared to $0 for the three
months ended September 30, 2004. Prior to our IPO in July
2005, we did not maintain majority control of any office
properties and as a result did not record any base rent revenue.
The increase in revenues was due to the inclusion of rental
revenues for five properties in which we acquired a 100%
interest in connection with our IPO and the acquisition of two
additional wholly owned properties subsequent to completion of
our IPO.
26
Recoveries from tenants were $143,404 for the three months ended
September 30, 2005 compared to $0 for the three months
ended September 30, 2004. Prior to our IPO in July 2005, we
did not maintain majority control of any office properties and
as a result did not record any tenant recoveries. The increase
was due to the inclusion of tenant recoveries for five
properties in which we acquired a 100% interest in connection
with our IPO and the acquisition of two additional wholly owned
properties subsequent to completion of our IPO.
Fee income decreased by $375,907, or 61.1%, to $239,376 for the
three months ended September 30, 2005 compared to the three
months ended September 30, 2004. The decrease was due
primarily to a reduction in transaction fee volume of
approximately $367,000 that occurred in the third quarter of
2004 associated with (1) the acquisition of Fair Oaks and
(2) the re-financing of Independence Center I. We expect to
receive less income in the future from transaction fees as we
place a greater emphasis on income generated by our ownership
interest in commercial office properties.
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Property Operating Expenses |
Property operating expenses were $453,894 for the three months
ended September 30, 2005 compared to $0 for the three
months ended September 30, 2004. Prior to our IPO in July
2005, we did not maintain majority control of any office
properties and as a result did not record any property operating
expenses. The increase was due to the inclusion of property
operating expenses for five properties in which we acquired a
100% interest in connection with our IPO and the acquisition of
two additional wholly owned properties subsequent to completion
of our IPO.
Utility expenses were $227,586 for the three months ended
September 30, 2005 compared to $0 for the three months
ended September 30, 2004. Prior to our IPO in July 2005, we
did not maintain majority control of any office properties and
as a result did not record any utility expenses. The increase
was due to the inclusion of utility expenses for five properties
in which we acquired a 100% interest in connection with our IPO
and the acquisition of two additional wholly owned properties
subsequent to completion of our IPO.
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Real Estate Taxes and Insurance Expenses |
Real estate taxes and insurance expenses were $192,780 for the
three months ended September 30, 2005 compared to $0 for
the three months ended September 30, 2004. Prior to our IPO
in July 2005, we did not maintain majority control of any office
properties and as a result did not record any real estate taxes
and insurance expenses. The increase was due to the inclusion of
real estate taxes and insurance expenses for five properties in
which we acquired a 100% interest in connection with our IPO and
the acquisition of two additional wholly owned properties
subsequent to completion of our IPO.
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General and Administrative Expenses |
General and administrative expenses increased by $445,521, or
95%, to $914,385 for the three months ended September 30,
2005 compared to the three months ended September 30, 2004.
The increase was primarily due to additional on-going general
and administrative expense costs attributable to operations as a
public company.
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Share-based Compensation Cost |
Share-based compensation costs were $1.7 million for the
three months ended September 30, 2005 compared to $0 for
the three months ended September 30, 2004. The increase was
due to: (1) a one time compensation expense of $949,010
associated with a stock split at the IPO in the form of a stock
dividend to a member of management who held 1,000 shares of
common stock, resulting in the issuance of 62,334
27
additional shares of common stock with a fair value of $949,010
based on the IPO price; (2) a one-time expense of $525,000
associated with the immediate vesting of 35,000 LTIP units which
were granted at the IPO to directors, employees and consultants;
(3) the amount of $191,250 representing the amortization of
the LTIP Units over five years; and (4) the amount of
$34,800 accrued as a distribution of $0.12 per unit to all
holders of LTIP Units.
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Depreciation and Amortization Expenses |
Depreciation and amortization expenses were $1.8 million
during the three months ended September 30, 2005, compared
to $3,026 for the three months ended September 30, 2004.
Prior to our IPO in July 2005, we did not maintain majority
control of any office properties and as a result did not record
any real estate depreciation expense. The increase was due
primarily to the inclusion of real estate depreciation for five
properties in which we acquired a 100% interest in connection
with our IPO and the acquisition of two additional wholly owned
properties subsequent to completion of our IPO.
Interest income increased by $440,083 to $444,063 for the three
months ended September 30, 2005 compared to the three
months ended September 30, 2004. The increase is primarily
due to interest earned on a portion of the IPO proceeds
following the completion of our IPO.
Interest expense increased by $226,997 to $229,247 for the three
months ended September 30, 2005 compared to the three
months ended September 30, 2004. The increase was due to
interest expense associated with our Meadows IV property in
which we acquired a 100% interest in connection with our IPO.
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Equity in Net Income (Loss) of Unconsolidated Real Estate
Entities |
Equity in net income (loss) of unconsolidated real estate
entities decreased by $354,131, or 135%, to $(92,003) for the
three months ended September 30, 2005 compared to the three
months ended September 30, 2004. The decrease was primarily
due to: (1) approximately $98,000 in expenses resulting
from the amortization of the excess carrying amount of our
investment in unconsolidated real estate entities due to the
increase in our ownership interests in unconsolidated real
estate entities as a result of the formation transactions;
(2) the acquisition of an interest in Victory Point in
March 2005 resulting in additional equity in net losses of
approximately $116,000; and (3) our increased ownership
percentage in Madison Place resulting in additional equity in
net losses of approximately $123,000.
Minority interest increased to $131,486 for the three months
ended September 30, 2005 from $0 for the three months ended
September 30, 2004. The increase represents our minority
partners interests in the net loss for the quarter. These
minority interests were created in connection with our IPO and
related formation transactions.
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Comparison of Nine Months Ended September 30, 2005 to
Nine Months Ended September 30, 2004 |
Base rent revenues were $2.9 million for the nine months
ended September 30, 2005 compared to $0 for the nine months
ended September 30, 2004. Prior to our IPO in July 2005, we
did not maintain majority control of any office properties and
as a result did not record any base rent revenue. The increase
in revenues was due to the inclusion of rental revenues for five
properties in which we acquired a 100% interest in connection
with our IPO and the acquisition of two additional wholly owned
properties subsequent to the completion of our IPO.
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Recoveries from tenants were $143,404 for the nine months ended
September 30, 2005 compared to $0 for the nine months ended
September 30, 2004. Prior to our IPO in July 2005, we did
not maintain majority control of any office properties and as a
result did not record any tenant recoveries. The increase was
due to the inclusion of tenant recoveries for five properties in
which we acquired a 100% interest in connection with our IPO and
the acquisition of two additional wholly owned properties
subsequent to the completion of our IPO.
Fee income increased by $0.5 million, or 37%, to
$1.7 million for the nine months ended September 30,
2005 compared to the nine months ended September 30, 2004.
The increase was due primarily to transaction fees associated
with: (1) the financing of the Suffolk Building and Victory
Point; and (2) increased asset management fees associated
with Columbia Predecessors residential condominium
conversion project that was not contributed to us, in which
Columbia Predecessor acquired an ownership interest in August
2004.
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Property Operating Expenses |
Property operating expenses were $453,894 for the nine months
ended September 30, 2005 compared to $0 for the nine months
ended September 30, 2004. Prior to our IPO in July 2005, we
did not maintain majority control of any office properties and
as a result did not record any property operating expenses. The
increase was due to the inclusion of property operating expenses
for five properties in which we acquired a 100% interest in
connection with our IPO and the acquisition of two additional
wholly owned properties subsequent to the completion of our IPO.
Utility expenses were $227,586 for the nine months ended
September 30, 2005 compared to $0 for the nine months ended
September 30, 2004. Prior to our IPO in July 2005, we did
not maintain majority control of any office properties and as a
result did not record any utility expenses. The increase was due
to the inclusion of utility expenses for five properties in
which we acquired a 100% interest in connection with our IPO and
the acquisition of two additional wholly owned properties
subsequent to the completion of our IPO.
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Real Estate Taxes and Insurance Expenses |
Real estate taxes and insurance expenses were $192,780 for the
nine months ended September 30, 2005 compared to $0 for the
nine months ended September 30, 2004. Prior to our IPO in
July 2005, we did not maintain majority control of any office
properties and as a result did not record any real estate taxes
and insurance expenses. The increase was due to the inclusion of
real estate taxes and insurance expenses for five properties in
which we acquired a 100% interest in connection with our IPO and
the acquisition of two additional wholly owned properties
subsequent to the completion of our IPO.
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General and Administrative Expenses |
General and administrative expenses increased by
$1.2 million, or 100%, to $2.5 million for the nine
months ended September 30, 2005 compared to the nine months
ended September 30, 2004. The increase was primarily due to
increased staffing levels in advance of our IPO and additional
on-going general and administrative expense costs attributable
to operations as a public company.
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Share-based Compensation Cost |
Share-based compensation costs were $1.7 million for the
nine months ended September 30, 2005 compared to $0 for the
nine months ended September 30, 2004. The increase was due
to: (1) a one time compensation expense of $949,010
associated with a stock split at the IPO in the form of a stock
dividend to a member of management who held 1,000 shares of
common stock, resulting in the issuance of 62,334
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additional shares of common stock with a fair value of $949,010
based on the IPO price; (2) a one-time expense of $525,000
associated with the immediate vesting of 35,000 LTIP units which
were granted at the IPO to directors, employees and consultants;
(3) the amount of $191,250 representing the vested
amortization of LTIP Units which vest over five years; and
(4) the amount of $34,800 accrued as a distribution of
$0.12 per unit to all holders of LTIP Units.
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Depreciation and Amortization Expenses |
Depreciation and amortization expenses were approximately
$1.8 million during the nine months ended
September 30, 2005 compared to $8,348 for the nine months
ended September 30, 2004. Prior to our IPO in July 2005, we
did not maintain majority control of any office properties and
as a result did not record any real estate depreciation expense.
The increase was due primarily to the inclusion of real estate
depreciation for five properties in which we acquired a 100%
interest in connection with our IPO offering and the acquisition
of two additional wholly owned properties subsequent to the
completion of our IPO.
Interest income increased to $463,941 for the nine months ended
September 30, 2005 from $9,483 for the nine months ended
September 30, 2004. The increase is primarily due to
interest earned on funds held by us following the completion of
our IPO.
Interest expense increased to $233,747 for the nine months ended
September 30, 2005 from $6,750 for the nine months ended
September 30, 2004. The increase was due to interest
expense associated with our Meadows IV property in which we
acquired a 100% interest in connection with our IPO.
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Equity in Net Income of Unconsolidated Real Estate
Entities |
Equity in net income of unconsolidated real estate entities
increased by approximately $1.8 million to
$2.2 million for the nine months ended September 30,
2005 compared to the nine months ended September 30, 2004.
The increase was primarily due to approximately
$2.3 million in income recognized by a residential
condominium conversion project in which Columbia Predecessor
maintained an ownership interest. This project was not
contributed to us. The income from the condominium conversion
project was offset partially by: (1) approximately $98,000
in expenses resulting from the amortization of the excess
carrying amount of our investment in unconsolidated real estate
entities due to the increase in our ownership interests in
unconsolidated real estate entities as a result of the formation
transactions; (2) the acquisition of an interest in Victory
Point in March 2005 resulting in additional equity in net losses
of approximately $116,000; and (3) our increased ownership
percentage in Madison Place resulting in additional equity in
net losses of approximately $123,000.
Minority interest increased to $131,486 for the nine months
ended September 30, 2005 from $0 for the nine months ended
September 30, 2004. The increase represents our minority
partners interests in the net loss for the period. These
minority interests were created in connection with our IPO and
related formation transactions.
Cash Flows
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Comparison of Nine Months Ended September 30, 2005 to
Nine Months Ended September 30, 2004 |
Net cash provided by operating activities increased to $137,624
for the nine months ended September 30, 2005 compared to
$29,763 for the nine months ended September 30, 2004. The
increase was primarily due to increases in our operating cash
flows resulting from office real estate investment properties,
joint venture interests and management contracts acquired by us
from Columbia Predecessor and other parties at our IPO
30
and related formation transactions. After adjusting for non-cash
compensation expenses, the above mentioned acquisitions
increased our net income and depreciation and amortization
expenses which were partially offset by decreases in accounts
receivable, deferred leasing costs and prepaid expenses.
Net cash used in investing activities decreased to approximately
$(143.0) million for the nine months ended
September 30, 2005 compared to $(6,108) for the nine months
ended September 30, 2004. The decrease was primarily due to
approximately $138.9 million paid to acquire interests in
rental property and purchases of interests in unconsolidated
real estate entities.
Net cash provided by financing activities increased to
approximately $147.9 million for the nine months ended
September 30, 2005 compared to $(378,354) for the nine
months ended September 30, 2004. The increase was primarily
due to the net proceeds received from our IPO, which was
partially offset by the repayment of approximately
$40.7 million of mortgage loans.
Liquidity and Capital Resources
We utilized a portion of the net proceeds from our IPO in July
2005 to acquire ownership interests in 15 commercial office
properties for approximately $138.9 million and to repay
approximately $40.7 million of indebtedness associated with
several of the properties. After giving effect to the completion
of our IPO, the subsequent repayment of indebtedness from the
proceeds therefrom and additional acquisitions made during the
third quarter of 2005, we had total indebtedness, including our
pro rata share of joint venture indebtedness, of approximately
$96.7 million as of September 30, 2005.
We have a commitment from a financial institution for a two
year, $50 million secured revolving credit facility that
will bear interest at LIBOR plus 110 to 135 basis points.
The facility will have a one-year extension option subject to
certain conditions, and we will have the option, subject to
lender consent, to increase the facility to $100 million.
Availability under this facility is based upon the value of
properties pledged as collateral. We expect that the revolving
credit facility will be documented and available to draw upon by
November 30, 2005. We intend to use borrowings under the
credit facility to, among other things, finance future
acquisitions and development of commercial office properties.
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Short-Term Liquidity Requirements |
Our short-term liquidity requirements consist primarily of funds
necessary to pay operating expenses including:
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recurring maintenance, repairs and other operating expenses
necessary to properly maintain our properties; |
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property taxes and insurance expenses; |
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interest expense and scheduled principal payments on outstanding
indebtedness; |
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capital expenditures incurred to facilitate the leasing of space
at our properties, including tenant improvements and leasing
commissions; |
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general and administrative expenses; and |
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distributions to our stockholders. |
We expect to meet our short-term liquidity requirements
generally through cash provided from operations, our working
capital, the remaining proceeds from our IPO and by drawing upon
the revolving credit facility described above. Upon completion
of our expected acquisition of PHCC in the fourth quarter of
2005, we will have used all of the proceeds from our IPO.
There are a number of factors that could adversely affect our
cash flow. An economic downturn in our markets may impede the
ability of our tenants to make lease payments and may impact our
ability to renew leases or re-lease space as leases expire. In
addition, an economic downturn or recession could also lead to
an increase in tenant bankruptcies or insolvencies, increases in
our overall vacancy rates or declines in rental rates
31
on new leases. We also may be required to make distributions in
future periods in order to meet the requirements to be taxed as
a REIT. In all of these cases, our cash flow would be adversely
affected.
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Long-Term Liquidity Requirements |
Our long-term liquidity requirements consist primarily of funds
necessary to pay for scheduled debt maturities, renovations,
expansions and other capital expenditures that need to be made
periodically to our properties, and the costs associated with
acquisitions of properties that we pursue. We expect to meet our
long-term liquidity requirements for the funding of property
acquisitions and other capital improvements through cash
provided from operations, long-term secured and unsecured
indebtedness, the issuance of equity and debt securities and
other financing alternatives. We also intend to fund property
acquisitions and other capital improvements using borrowings, by
potentially refinancing properties in connection with their
acquisition, as well as by potentially raising equity capital
through joint ventures. We may also issue Operating Partnership
Units to fund a portion of the purchase price for some of our
future property acquisitions.
Our properties require periodic improvements for tenant-related
capital expenditures and general capital improvements. The
majority of capital required relates to tenant-related capital
expenditures and is dependent upon our leasing activity. Our
leasing activity is a function of the percentage of our in-place
leases expiring in current and future periods as well as our
exposure to tenant defaults and our ability to lease existing
vacant space. Expenditures for repairs and maintenance are
charged to acquisitions as incurred. Significant improvements
are capitalized and depreciated over their estimated useful life.
We believe that our properties generally are well-maintained and
do not require significant capital improvements, with the
exception of Victory Point in which we maintain a 10% interest.
During the quarter we commenced on a renovation program that
will include upgrades to the buildings common areas and
building systems. We expect the total cost of this renovation to
be approximately $2.0 million, which will be funded through
additional proceeds from a loan to the joint venture that owns
the property secured by a first deed of trust mortgage on the
property.
On September 29, 2005, the Company completed the
acquisition of Park Plaza II, a six-story, approximately
126,200 square foot office building located in Rockville,
Maryland. The property is subject to a ground lease with a
remaining term, including extension options, of 71 years.
The current annual rent payable under the ground lease is
$332,968.
We will elect to be taxed as a REIT under the Code commencing
with our short taxable year beginning July 5, 2005 and
ending on December 31, 2005. To qualify as a REIT, we must
meet a number of organizational and operational requirements,
including the requirement that we distribute currently at least
90% of our taxable income to our stockholders, determined
without regard to the dividends paid deduction and excluding any
net capital gains. It is our intention to comply with these
requirements and maintain our REIT status. As a REIT, we
generally will not be subject to corporate federal, state or
local income taxes on taxable income we distribute currently (in
accordance with the Internal Revenue Code, of 1986, as amended
(the Code) and applicable regulations) to our
stockholders. If we fail to qualify as a REIT in any taxable
year, we will be subject to federal, state and local income
taxes at regular corporate rates and may not be able to qualify
as a REIT for subsequent tax years. Even if we qualify for
federal taxation as a REIT, we may be subject to certain state
and local taxes on our income and to federal income and excise
taxes on our undistributed taxable income, i.e., taxable income
not distributed in the amounts and in the time frames prescribed
by the Code and applicable regulations thereunder. Our taxable
REIT subsidiary, Columbia TRS Corporation, will be subject
to federal, state and local taxes. Our cash available for
distribution may be less than the amount required to meet the
distribution requirements for REITs under the Code, and we may
be required to borrow money or sell assets to pay out enough
money to satisfy the distribution requirements.
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Inflation
Most of our leases contain provisions designed to mitigate the
adverse impact of inflation by requiring tenants to pay their
share of increases in operating expenses, including common area
maintenance, real estate taxes and insurance as defined in the
individual lease agreements. This reduces our exposure to
increases in costs and operating expenses resulting from
inflation. To the extent tenants are not required to pay
operating expenses, we may be adversely impacted by inflation.
Geographic Concentration
The properties in which we maintain an ownership interest are
located in Washington, D.C., Virginia and Maryland. We may
make selected acquisitions or develop properties outside our
focus market of the Greater Washington, D.C. area from time
to time as appropriate opportunities arise.
|
|
Item 3. |
Quantitative and Qualitative Disclosure About Market
Risk |
The Companys future income, cash flows and fair values
relevant to financial instruments are dependent upon prevailing
market interest rates. Market risk refers to the risk of loss
from adverse changes in market interest rates. In the past, the
Company has used derivative financial instruments to manage, or
hedge, interest rate risks related to its borrowings. As a
policy, the Company does not use derivatives for trading or
speculative purposes and would only enter into contracts with
major financial institutions based on their credit rating and
other factors. We have no interest rate protection, or
cap, agreements in place as of the date of this
filing.
Upon completion of the IPO in July 2005, we paid off various
debt outstanding and also assumed debt associated with the
acquisition of certain of our initial properties.
Our pro rata share of outstanding variable rate debt was
$1.5 million as of September 30, 2005.
For fixed rate debt, changes in interest rates generally affect
the fair value of debt but not our earnings or cash flow. We
estimate our pro rata share of the fair value of fixed rate debt
outstanding at September 30, 2005 to approximate the
carrying value as of that date.
|
|
Item 4. |
Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
The Company carried out an evaluation, under the supervision and
with the participation of the Companys management,
including its Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the
Companys disclosure controls and procedures (as defined in
Rule 13a-15(e) under the Securities Exchange Act of 1934,
as amended) 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 were effective
to ensure that information required to be disclosed by the
Company in the reports that it 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.
Changes in Internal Control Over Financial Reporting
There has been no change in the Companys internal control
over financial reporting during the quarter ended
September 30, 2005 that has materially affected, or is
reasonably likely to materially affect, the Companys
internal control over financial reporting.
33
PART II OTHER INFORMATION
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|
Item 2. |
Unregistered Sales of Equity Securities and Use of
Proceeds. |
Use of Proceeds from Registered Securities
The Company closed the IPO of its common stock on July 5,
2005. The managing underwriters of the IPO were Wachovia Capital
Markets, LLC, Robert W. Baird & Co., Incorporated, A.G.
Edwards & Sons, Inc., Legg Mason Wood Walker,
Incorporated, Raymond James & Associates, Inc., Ferris,
Baker Watts, Incorporated and Wells Fargo Securities, LLC. The
shares of common stock sold in the IPO were registered under the
Securities Act of 1933, as amended, on a Form S-11
Registration Statement (SEC File No. 333-122644) that was
declared effective by the Securities and Exchange Commission on
June 28, 2005. All 13,800,000 shares of common stock
registered under the registration statement (including 1,800,000
sold toe underwriters to cover over-allotments) were sold at a
price to the public of $15.00 per share. The aggregate
gross proceeds from the shares of common stock sold by us were
$207 million. The aggregate net proceeds to us from the IPO
were approximately $188.4 million after deducting
approximately $14.5 million in underwriting discounts and
advisory fees and approximately $4.1 million in other
expenses incurred in connection with the IPO. All of the shares
of common stock were sold by us, and there were no selling
stockholders in the IPO.
Of the aggregate net proceeds from our IPO, approximately
$141.0 million was used to purchase from third parties
ownership interests in 15 commercial office properties (the
Initial Properties) and approximately
$40.7 million was used to repay mortgages on certain of the
acquired properties (collectively the Formation
Transactions). We intend to use the remaining net proceeds
to fund the purchase price of Patrick Henry Corporate Center.
Upon completion of our acquisition of Patrick Henry Corporate
Center, we will have used all of the net proceeds from our IPO.
Unregistered Securities
On July 5, 2005, in connection with the formation
transactions, Columbia Equity, L.P. (the Operating
Partnership), of which the Company is the sole general
partner, issued 1,069,973 operating partnership units (including
2,528 units issued to adjust the purchase price based on actual
closing results) in Columbia Equity, LP (Units), of
which the Company is the sole general partner (the
Operating Partnership), in connection with the
Formation Transactions. Holders of Units have certain redemption
rights, which enable them to cause the Operating Partnership to
redeem their units in exchange for shares of our common stock on
a one-for-one basis or, at our option, cash per unit equal to
the market price of our common stock at the time of redemption.
The number of shares issuable upon exercise of the redemption
rights will be adjusted upon the occurrence of stock splits,
mergers, consolidations or similar pro-rata share transactions,
which otherwise would have the effect of diluting the ownership
interests of the limited partners or our stockholders. Prior to
July 5, 2005, no Units were outstanding. We have agreed to
register with the Securities and Exchange Commission the Units
issued in the formation transactions beginning one year from the
date of issuance, or July 5, 2006. Units cannot be redeemed
prior to July 5, 2006. These Units were issued in
accordance with the exemption from registration pursuant to
Section 4(2) of the Securities Act of 1933, as amended.
Also on July 5, 2005, the Operating Partnership issued
290,000 LTIP Units to directors, officers and certain employees
and consultants of the Company under the Companys 2005
Equity Compensation Plan. The LTIP Units are convertible, with
certain vesting restrictions, into Units on a one-for-one basis.
34
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|
|
|
|
|
3.1 |
|
|
Articles of Amendment and Restatement of the Registrant
(incorporated by reference to Exhibit 3.1 to the
Companys Registration Statement on Form S-11/ A
(Registration No. 333-122644) filed on June 24, 2005). |
|
3.2 |
|
|
Amended and Restated Bylaws of the Registrant Registrant
(incorporated by reference to Exhibit 3.2 to the
Companys Registration Statement on Form S-11/ A
(Registration No. 333-122644) filed on June 24, 2005). |
|
4.1 |
|
|
Specimen Common Stock Certificate |
|
4.2 |
|
|
Amended and Restated Agreement of Limited Partnership of
Columbia Equity, LP (incorporated by reference to
Exhibit 3.3 to the Companys Registration Statement on
Form S-11/ A (Registration No. 333-122644) filed on
June 24, 2005). |
|
10.1 |
|
|
Purchase Agreement, by and between Opus Real Estate
Virginia III, L.L.C. and Carr Capital Corporation, dated
June 17, 2005. |
|
10.2 |
|
|
Membership Units Purchase Agreement, by and between Park Plaza
Partners, L.L.C. and Columbia Equity Trust, Inc., dated as of
August 9, 2005. |
|
10.3 |
|
|
First Amendment to Membership Units Purchase Agreement, by and
between Park Plaza Partners, L.L.C. and Columbia Equity Trust,
Inc., dated as of September 8, 2005. |
|
10.4 |
|
|
Loan Agreement, by and among Barlow Enterprises LLC as borrower,
5454 Wisconsin Inc. as guarantor, and General Electric Capital
Corporation as lender, dated as of July 15, 2005. |
|
10.5 |
|
|
First Amendment to Purchase Agreement, by and between Opus Real
Estate Virginia III, L.L.C. and Carr Capital Corporation,
dated July 25, 2005. |
|
10.6 |
|
|
Purchase and Sale Agreement, by and between Patrick Henry
Associates, L.P. and Columbia Equity Trust, Inc., dated August
4, 2005. |
|
10.7 |
|
|
First Amendment to Purchase and Sale Agreement, by and between
Patrick Henry Associates, L.P. and Columbia Equity Trust, Inc.,
dated August 11, 2005. |
|
10.8 |
|
|
Second Amendment to Purchase and Sale Agreement, by and between
Patrick Henry Associates, L.P. and Columbia Equity Trust, Inc.,
dated August 31, 2005. |
|
10.9 |
|
|
Third Amendment to Purchase and Sale Agreement, by and between
Patrick Henry Associates, L.P. and Columbia Equity Trust, Inc.,
dated October 27, 2005. |
|
31.1 |
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 from Mr. Oliver T. Carr, III. |
|
31.2 |
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 from Mr. John A. Schissel. |
|
32.1 |
|
|
Certification pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 from Mr. Oliver T. Carr, III and
Mr. John A. Schissel. |
35
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.
|
|
|
COLUMBIA EQUITY TRUST, INC. |
|
|
|
|
By: |
/s/ Oliver T. Carr, III |
|
|
|
|
|
Oliver T. Carr, III |
|
President and Chief Executive Officer |
Date: November 14, 2005
|
|
|
|
|
John A. Schissel |
|
Executive Vice President and |
|
Chief Financial Officer |
Date: November 14, 2005
36
EXHIBIT INDEX
|
|
|
|
|
|
|
No. | |
|
|
|
Description |
| |
|
|
|
|
|
3.1 |
|
|
|
|
Articles of Amendment and Restatement of the Registrant
(incorporated by reference to Exhibit 3.1 to the
Companys Registration Statement on Form S-11/ A
(Registration No. 333-122644) filed on June 24, 2005). |
|
3.2 |
|
|
|
|
Amended and Restated Bylaws of the Registrant Registrant
(incorporated by reference to Exhibit 3.2 to the
Companys Registration Statement on Form S-11/ A
(Registration No. 333-122644) filed on June 24, 2005). |
|
4.1 |
|
|
|
|
Specimen Common Stock Certificate |
|
4.2 |
|
|
|
|
Amended and Restated Agreement of Limited Partnership of
Columbia Equity, LP (incorporated by reference to
Exhibit 3.3 to the Companys Registration Statement on
Form S-11/ A (Registration No. 333-122644) filed on
June 24, 2005). |
|
10.1 |
|
|
|
|
Purchase Agreement, by and between Opus Real Estate
Virginia III, L.L.C. and Carr Capital Corporation, dated
June 17, 2005. |
|
10.2 |
|
|
|
|
Membership Units Purchase Agreement, by and between Park Plaza
Partners, L.L.C. and Columbia Equity Trust, Inc., dated as of
August 9, 2005. |
|
10.3 |
|
|
|
|
First Amendment to Membership Units Purchase Agreement, by and
between Park Plaza Partners, L.L.C. and Columbia Equity Trust,
Inc., dated as of September 8, 2005. |
|
10.4 |
|
|
|
|
Loan Agreement, by and among Barlow Enterprises LLC as borrower,
5454 Wisconsin Inc. as guarantor, and General Electric Capital
Corporation as lender, dated as of July 15, 2005. |
|
10.5 |
|
|
|
|
First Amendment to Purchase Agreement, by and between Opus Real
Estate Virginia III, L.L.C. and Carr Capital Corporation,
dated July 25, 2005. |
|
10.6 |
|
|
|
|
Purchase and Sale Agreement, by and between Patrick Henry
Associates, L.P. and Columbia Equity Trust, Inc., dated August
4, 2005. |
|
10.7 |
|
|
|
|
First Amendment to Purchase and Sale Agreement, by and between
Patrick Henry Associates, L.P. and Columbia Equity Trust, Inc.,
dated August 11, 2005. |
|
10.8 |
|
|
|
|
Second Amendment to Purchase and Sale Agreement, by and between
Patrick Henry Associates, L.P. and Columbia Equity Trust, Inc.,
dated August 31, 2005. |
|
10.9 |
|
|
|
|
Third Amendment to Purchase and Sale Agreement, by and between
Patrick Henry Associates, L.P. and Columbia Equity Trust, Inc.,
dated October 27, 2005. |
|
31.1 |
|
|
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 of Chief Executive Officer. |
|
31.2 |
|
|
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 of Chief Financial Officer. |
|
32.1 |
|
|
|
|
Certification pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 of Chief Executive Officer and Chief Financial
Officer. |
37