Exhibit 99.2
| | |
Contact: Richard E. Moran Jr. Executive Vice President and Chief Financial Officer (310) 481-8483 or Tyler H. Rose Senior Vice President and Treasurer (310) 481-8484 | | FOR RELEASE: October 31, 2005 |
KILROY REALTY CORPORATION REPORTS
THIRD QUARTER FINANCIAL RESULTS
Conference Call Scheduled for October 31 at 11:00 am PT
LOS ANGELES, CA, October 31, 2005—Kilroy Realty Corporation
(NYSE: KRC) today reported financial results for its third quarter ended September 30, 2005, with net income available for common stockholders of $14.1 million, or $0.49 per share, compared to net income available for common stockholders of $10.4 million, or $0.37 per share, in the third quarter of 2004. Revenues from continuing operations totaled $60.4 million, compared to $54.5 million in the year-earlier period. Funds from operations (FFO) in the third quarter totaled $14.2 million, or $0.43 per share, compared to $20.7 million, or $0.64 per share, in the third quarter of 2004.
For the first nine months of 2005, Kilroy Realty reported net income available for common stockholders of $25.9 million, or $0.90 per share, compared to $26.7 million, or $0.94 per share, in the first nine months of 2004. Revenues from continuing operations in the nine-month period totaled $180.7 million, up from $161.3 million in the same period of 2004. FFO in the first nine months of 2005 totaled $55.1 million, or $1.69 per share, compared to $68.6 million, or $2.11 per share, in the same period of 2004.
These results include the impact from the company’s previously reported pending restatement related to derivatives and lease accounting. On October 25, 2005, Kilroy Realty reported that it would restate previously issued financial statements for the fiscal
years ended December 31, 2002, 2003 and 2004 and the three and six month periods ended March 31, 2005 and June 30, 2005. As previously reported, the restatement is necessary because the company has determined that designation documentation related to six interest rate swap and two interest rate cap agreements entered into during 2000 and 2002 does not meet the technical requirements under SFAS No. 133 to qualify for hedge accounting. As a result, the company is required to restate prior period financial statements to mark these instruments to market and to recognize the impact of this mark-to-market adjustment in the statement of operations for each period, rather than through other comprehensive income.
In addition, the company previously reported that it would restate the financial statements to record a capital asset and related depreciation for leasehold improvements constructed by the company that are reimbursed by tenants with a corresponding liability for deferred revenue, which will be amortized into rental revenue over the lives of the related leases. In connection with the restatement, certain other immaterial adjustments will also be recorded.
All per-share amounts in this report are presented on a diluted basis.
“Encouraged by steady job growth, strong demand for office space in our markets and continued strong operating results, we continue to build KRC’s development pipeline in the region,” said John B. Kilroy, Jr., Kilroy Realty’s president and CEO.
During the third quarter, KRC acquired a fully entitled 20-acre development site that included a fully leased 303,000 square foot office, engineering and manufacturing building in San Diego for a purchase price of $24 million. The acquisition expands the company’s already significant development pipeline in the coastal submarkets of San Diego. KRC now owns entitled land representing potential development of over 1.7 million square feet of office space in the region.
Within the company’s committed development program, active projects include two buildings under construction totaling approximately 103,000 square feet, and five committed buildings totaling approximately 541,000 square feet. These projects represent a total estimated investment of approximately $189 million, of which $43 million has been spent to date.
Earnings guidance for 2005 and 2006 will be discussed by KRC management during the company’s October 31, 2005 earnings conference call. The call will begin at 11:00 a.m. PDT and last approximately one hour. Those interested in listening via the Internet
can access the conference call atwww.kilroyrealty.com. Please go to the website 15 minutes before the call and register. It may be necessary to download audio software to hear the conference call. Those interested in listening via telephone can access the conference call at (800) 573-4754, reservation #37253602. A replay of the conference call will be available via phone through November 4, 2005 at (888) 286-8010, reservation #55931622 or via the Internet at the company’s website.
The net impact of the previously announced pending restatement on earnings per share will be to increase earnings per share by $0.13 from $0.93 to $1.06 for 2004. The net impact on the three months ended March 31, 2005 will be to increase earnings per share by $0.03 from $0.44 to $0.47 and on the three months ended June 30, 2005 will be to decrease earnings per share by $0.01 from a net loss of $0.05 to a net loss of $0.06. The pending restatement will increase net income available for common stockholders from $26.4 million to $30.0 million for 2004, and from $12.7 million to $13.4 million for the quarter ended March 31, 2005. The pending restatement will increase the net loss from $1.5 million to $1.6 million for the quarter ended June 30, 2005.
Some of the information presented in this release is forward looking in nature within the meaning of the Private Securities Litigation Reform Act of 1995. Although Kilroy Realty Corporation believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, there can be no assurance that its expectations will be achieved. Certain factors that could cause actual results to differ materially from Kilroy Realty’s expectations are set forth as risk factors in the company’s Securities and Exchange Commission reports and filings. Included among these factors are changes in general economic conditions, including changes in the economic conditions affecting industries in which its principal tenants compete; Kilroy Realty’s ability to timely lease or re-lease space at current or anticipated rents; changes in interest rates; changes in operating costs, including utility costs; fluctuations in the company’s share price and the resulting impact on general and administrative costs; future demand for its debt and equity securities; its ability to refinance its debt on reasonable terms at maturity; its ability to complete current and future development projects on schedule and on budget; the demand for office space in markets in which Kilroy Realty has a presence; and risks detailed from time to time in the company’s SEC reports, including quarterly reports on Form 10-Q, current reports on Form 8-K and annual reports on Form 10-K. Many of these factors are beyond Kilroy Realty’s ability to control or predict. Forward-looking
statements are not guarantees of performance. For forward-looking statements herein, Kilroy Realty claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.
Kilroy Realty Corporation, a member of the S&P Small Cap 600 Index, is a Southern California-based real estate investment trust active in the office and industrial property sectors. For more than 50 years, the company has owned, developed, acquired and managed real estate assets primarily in the coastal regions of California and Washington. Kilroy Realty currently has an in-process development pipeline of approximately 644,000 square feet of office space in San Diego County. At September 30, 2005, the company owned 7.8 million rentable square feet of commercial office space and 4.7 million rentable square feet of industrial space. More information is available atwww.kilroyrealty.com.
###
KILROY REALTY CORPORATION
SUMMARY QUARTERLY RESULTS
(unaudited, in thousands, except per share data)
| | | | | | | | | | | | |
| | | Three Months
Ended
September 30,
2005
| | Three Months
Ended
September 30,
2004 (1)
| | Nine Months
Ended
September 30,
2005
| | Nine Months
Ended
September 30,
2004 (1)
|
Revenues from continuing operations | | $ | 60,369 | | $ | 54,499 | | $ | 180,719 | | $ | 161,301 |
Revenues including discontinued operations | | $ | 60,369 | | $ | 55,915 | | $ | 181,819 | | $ | 167,177 |
Net income available to common stockholders (2) | | $ | 14,071 | | $ | 10,446 | | $ | 25,858 | | $ | 26,662 |
Weighted average common shares outstanding—basic | | | 28,760 | | | 28,271 | | | 28,686 | | | 28,203 |
Weighted average common shares outstanding—diluted | | | 28,760 | | | 28,440 | | | 28,841 | | | 28,369 |
Net income per share of common stock—basic | | $ | 0.49 | | $ | 0.37 | | $ | 0.90 | | $ | 0.95 |
Net income per share of common stock—diluted | | $ | 0.49 | | $ | 0.37 | | $ | 0.90 | | $ | 0.94 |
Funds From Operations (3) (4) | | $ | 14,150 | | $ | 20,722 | | $ | 55,096 | | $ | 68,573 |
Weighted average common shares/units outstanding—basic (5) | | | 32,477 | | | 32,327 | | | 32,452 | | | 32,304 |
Weighted average common shares/units outstanding—diluted (5) | | | 32,635 | | | 32,495 | | | 32,607 | | | 32,469 |
Funds From Operations per common share/unit—basic (5) | | $ | 0.44 | | $ | 0.64 | | $ | 1.70 | | $ | 2.12 |
Funds From Operations per common share/unit—diluted (5) | | $ | 0.43 | | $ | 0.64 | | $ | 1.69 | | $ | 2.11 |
Common shares outstanding at end of period | | | | | | | | | 28,923 | | | 28,528 |
Common partnership units outstanding at end of period | | | | | | | | | 3,717 | | | 3,990 |
| | | | | | | | |
|
| |
|
|
Total common shares and units outstanding at end of period | | | | | | | | | 32,640 | | | 32,518 |
| | | | | | |
| | | September 30,
2005
| | | September 30,
2004
| |
Stabilized portfolio occupancy rates: | | | | | | |
Los Angeles | | 86.4 | % | | 84.8 | % |
Orange County | | 97.5 | % | | 96.6 | % |
San Diego | | 92.7 | % | | 96.4 | % |
Other | | 94.1 | % | | 93.7 | % |
| | |
|
| |
|
|
Weighted average total | | 92.8 | % | | 93.1 | % |
Total square feet of stabilized properties owned at end of period: | | | | | | |
Office | | 7,845 | | | 7,393 | |
Industrial | | 4,661 | | | 4,601 | |
| | |
|
| |
|
|
Total | | 12,506 | | | 11,994 | |
| (1) | Dollar amounts restated from amounts previously reported to reflect the pending restatement, previously disclosed in the Form 8-Ks filed with the SEC on October 25, 2005 and October 31, 2005. |
| (2) | Net income after minority interests. |
| (3) | Reconciliation of Net Income to Funds From Operations and management statement on Funds From Operations are included after the Consolidated Statements of Operations. |
| (4) | Reported amounts are attributable to common shareholders and common unitholders. |
| (5) | Calculated based on weighted average shares outstanding assuming conversion of all common limited partnership units outstanding. |
5
KILROY REALTY CORPORATION CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands)
| | | | | | | | |
| | | September 30,
2005
| | | December 31,
2004(1)
| |
ASSETS | | | | | | | | |
REAL ESTATE ASSETS: | | | | | | | | |
Land and improvements | | $ | 319,784 | | | $ | 304,033 | |
Buildings and improvements, net | | | 1,456,253 | | | | 1,465,285 | |
Undeveloped land and construction in progress | | | 134,797 | | | | 93,912 | |
| | |
|
|
| |
|
|
|
Total real estate held for investment | | | 1,910,834 | | | | 1,863,230 | |
Accumulated depreciation and amortization | | | (403,871 | ) | | | (372,656 | ) |
| | |
|
|
| |
|
|
|
Total real estate assets, net | | | 1,506,963 | | | | 1,490,574 | |
Cash and cash equivalents | | | 8,705 | | | | 4,853 | |
Restricted cash | | | 1,565 | | | | 332 | |
Current receivables, net | | | 3,694 | | | | 4,843 | |
Deferred rent receivables, net | | | 53,168 | | | | 46,816 | |
Note receivable | | | 11,241 | | | | | |
Deferred leasing costs and other related intangibles, net | | | 48,103 | | | | 50,711 | |
Deferred financing costs, net | | | 5,552 | | | | 5,849 | |
Prepaid expenses and other assets | | | 5,673 | | | | 5,046 | |
| | |
|
|
| |
|
|
|
TOTAL ASSETS | | $ | 1,644,664 | | | $ | 1,609,024 | |
| | |
|
|
| |
|
|
|
LIABILITIES & STOCKHOLDERS’ EQUITY | | | | | | | | |
LIABILITIES: | | | | | | | | |
Secured debt | | $ | 487,727 | | | $ | 490,441 | |
Unsecured senior notes | | | 144,000 | | | | 144,000 | |
Unsecured line of credit | | | 199,000 | | | | 167,000 | |
Accounts payable, accrued expenses and other liabilities | | | 96,547 | | | | 73,005 | |
Accrued distributions | | | 17,856 | | | | 16,923 | |
Rents received in advance, tenant security deposits and deferred revenue | | | 38,070 | | | | 37,979 | |
| | |
|
|
| |
|
|
|
Total liabilities | | | 983,200 | | | | 929,348 | |
| | |
|
|
| |
|
|
|
MINORITY INTERESTS: | | | | | | | | |
7.45% Series A Cumulative Redeemable Preferred unitholders | | | 73,638 | | | | 73,638 | |
Common unitholders of the Operating Partnership | | | 53,152 | | | | 59,491 | |
| | |
|
|
| |
|
|
|
Total minority interests | | | 126,790 | | | | 133,129 | |
| | |
|
|
| |
|
|
|
STOCKHOLDERS’ EQUITY: | | | | | | | | |
7.80% Series E Cumulative Redeemable Preferred stock | | | 38,425 | | | | 38,425 | |
7.50% Series F Cumulative Redeemable Preferred stock | | | 83,157 | | | | 83,157 | |
Common stock | | | 289 | | | | 286 | |
Additional paid-in capital | | | 523,027 | | | | 515,518 | |
Deferred compensation | | | (2,430 | ) | | | (1,412 | ) |
Distributions in excess of earnings | | | (107,794 | ) | | | (89,427 | ) |
| | |
|
|
| |
|
|
|
Total stockholders’ equity | | | 534,674 | | | | 546,547 | |
| | |
|
|
| |
|
|
|
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY | | $ | 1,644,664 | | | $ | 1,609,024 | |
| | |
|
|
| |
|
|
|
| (1) | Restated from amounts previously reported to reflect the pending restatement, previously disclosed in the Form 8-Ks filed with the SEC on October 25, 2005 and October 31, 2005. |
6
KILROY REALTY CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share data)
| | | | | | | | | | | | | | | | |
| | | Three Months
Ended
September 30,
2005
| | | Three Months
Ended
September 30,
2004(1)
| | | Nine Months
Ended
September 30,
2005
| | | Nine Months
Ended September 30,
2004(1)
| |
REVENUES: | | | | | | | | | | | | | | | | |
Rental income | | $ | 54,297 | | | $ | 50,055 | | | $ | 162,104 | | | $ | 145,808 | |
Tenant reimbursements | | | 5,885 | | | | 4,717 | | | | 17,805 | | | | 15,102 | |
Other property income | | | 187 | | | | (273 | ) | | | 810 | | | | 391 | |
| | |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Total revenues | | | 60,369 | | | | 54,499 | | | | 180,719 | | | | 161,301 | |
| | |
|
|
| |
|
|
| |
|
|
| |
|
|
|
EXPENSES: | | | | | | | | | | | | | | | | |
Property expenses | | | 10,825 | | | | 8,339 | | | | 30,288 | | | | 25,137 | |
Real estate taxes | | | 4,126 | | | | 4,295 | | | | 12,985 | | | | 12,250 | |
Provision for bad debts | | | (610 | ) | | | (522 | ) | | | 795 | | | | 88 | |
Ground leases | | | 410 | | | | 334 | | | | 1,258 | | | | 996 | |
General and administrative expenses | | | 18,400 | | | | 9,399 | | | | 41,214 | | | | 22,342 | |
Interest expense | | | 9,622 | | | | 8,656 | | | | 28,700 | | | | 25,019 | |
Depreciation and amortization | | | 16,223 | | | | 14,892 | | | | 49,650 | | | | 43,472 | |
| | |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Total expenses | | | 58,996 | | | | 45,393 | | | | 164,890 | | | | 129,304 | |
| | |
|
|
| |
|
|
| |
|
|
| |
|
|
|
OTHER INCOME AND EXPENSE: | | | | | | | | | | | | | | | | |
Interest and other income | | | 223 | | | | 77 | | | | 334 | | | | 462 | |
Net settlement receipts (payments) on interest rate swaps | | | 183 | | | | (705 | ) | | | 143 | | | | (2,390 | ) |
Gain (loss) on derivative instruments | | | 115 | | | | (143 | ) | | | 479 | | | | 2,143 | |
| | |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Total other income and expense | | | 521 | | | | (771 | ) | | | 956 | | | | 215 | |
| | |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Income from continuing operations before minority interests | | | 1,894 | | | | 8,335 | | | | 16,785 | | | | 32,212 | |
Minority interests: | | | | | | | | | | | | | | | | |
Distributions on Cumulative Redeemable Preferred units | | | (1,397 | ) | | | (2,437 | ) | | | (4,191 | ) | | | (7,396 | ) |
Minority interest in loss (earnings) of Operating Partnership attributable to continuing operations | | | 226 | | | | (543 | ) | | | (624 | ) | | | (2,841 | ) |
| | |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Total minority interests | | | (1,171 | ) | | | (2,980 | ) | | | (4,815 | ) | | | (10,237 | ) |
| | |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Income from continuing operations | | | 723 | | | | 5,355 | | | | 11,970 | | | | 21,975 | |
Discontinued operations: | | | | | | | | | | | | | | | | |
Revenues from discontinued operations | | | | | | | 1,416 | | | | 1,100 | | | | 5,876 | |
Expenses from discontinued operations | | | (26 | ) | | | (902 | ) | | | (856 | ) | | | (3,236 | ) |
Net gain on disposition of discontinued operations | | | 17,831 | | | | 6,212 | | | | 23,610 | | | | 6,148 | |
Impairment loss on property held for sale | | | | | | | | | | | | | | | (726 | ) |
Minority interest in earnings of Operating Partnership attributable to discontinued operations | | | (2,055 | ) | | | (850 | ) | | | (2,760 | ) | | | (1,020 | ) |
| | |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Total income from discontinued operations | | | 15,750 | | | | 5,876 | | | | 21,094 | | | | 7,042 | |
| | |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Net income | | | 16,473 | | | | 11,231 | | | | 33,064 | | | | 29,017 | |
Preferred dividends | | | (2,402 | ) | | | (785 | ) | | | (7,206 | ) | | | (2,355 | ) |
| | |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Net income available for common shareholders | | $ | 14,071 | | | $ | 10,446 | | | $ | 25,858 | | | $ | 26,662 | |
| | |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Weighted average shares outstanding—basic | | | 28,760 | | | | 28,271 | | | | 28,686 | | | | 28,203 | |
Weighted average shares outstanding—diluted | | | 28,760 | | | | 28,440 | | | | 28,841 | | | | 28,369 | |
Net income per common share—basic | | $ | 0.49 | | | $ | 0.37 | | | $ | 0.90 | | | $ | 0.95 | |
| | |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Net income per common share—diluted | | $ | 0.49 | | | $ | 0.37 | | | $ | 0.90 | | | $ | 0.94 | |
| | |
|
|
| |
|
|
| |
|
|
| |
|
|
|
| (1) | Dollar amounts restated from amounts previously reported to reflect the pending restatement, previously disclosed in the Form 8-Ks filed with the SEC on October 25, 2005 and October 31, 2005. |
7
KILROY REALTY CORPORATION FUNDS FROM OPERATIONS
(unaudited, in thousands, except per share data)
| | | | | | | | | | | | | | | | |
| | | Three Months
Ended September 30, 2005
| | | Three Months
Ended September 30, 2004 (1)
| | | Nine Months
Ended
September 30, 2005
| | | Nine Months
Ended
September 30, 2004 (1)
| |
Net income available for common shareholders | | $ | 14,071 | | | $ | 10,446 | | | $ | 25,858 | | | $ | 26,662 | |
Adjustments: | | | | | | | | | | | | | | | | |
Minority interest in earnings of Operating Partnership | | | 1,829 | | | | 1,393 | | | | 3,384 | | | | 3,861 | |
Depreciation and amortization | | | 16,081 | | | | 15,095 | | | | 49,464 | | | | 44,198 | |
Net gain on dispositions of operating properties | | | (17,831 | ) | | | (6,212 | ) | | | (23,610 | ) | | | (6,148 | ) |
| | |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Funds From Operations (2) (3) | | $ | 14,150 | | | $ | 20,722 | | | $ | 55,096 | | | $ | 68,573 | |
| | |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Weighted average common shares/units outstanding—basic | | | 32,477 | | | | 32,327 | | | | 32,452 | | | | 32,304 | |
Weighted average common shares/units outstanding—diluted | | | 32,635 | | | | 32,495 | | | | 32,607 | | | | 32,469 | |
Funds From Operations per common share/unit—basic | | $ | 0.44 | | | $ | 0.64 | | | $ | 1.70 | | | $ | 2.12 | |
| | |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Funds From Operations per common share/unit—diluted | | $ | 0.43 | | | $ | 0.64 | | | $ | 1.69 | | | $ | 2.11 | |
| | |
|
|
| |
|
|
| |
|
|
| |
|
|
|
| (1) | Dollar amounts restated from amounts previously reported to reflect the pending restatement, previously disclosed in the Form 8-Ks filed with the SEC on October 25, 2005 and October 31, 2005. |
| (2) | Management believes that Funds From Operations (“FFO”) is a useful supplemental measure of the Company’s operating performance. The Company computes FFO in accordance with the White Paper on FFO approved by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). The White Paper defines FFO as net income or loss computed in accordance with generally accepted accounting principles (“GAAP”), excluding extraordinary items, as defined by GAAP, and gains and losses from sales of depreciable operating property, plus real estate related depreciation and amortization (excluding amortization of deferred financing costs and depreciation of non-real estate assets), and after adjustment for unconsolidated partnerships and joint ventures. Other real estate investment trusts (“REITs”) may use different methodologies for calculating FFO and, accordingly, the Company’s FFO may not be comparable to other REITs. |
| | Because FFO excludes depreciation and amortization, gains and losses from property dispositions, and extraordinary items, it provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities, general and administrative expenses, and interest costs, providing perspective on operating performance not immediately apparent from net income. In addition, management believes that FFO provides useful information to the investment community about the Company’s operating performance when compared to other REITs since FFO is generally recognized as the industry standard for reporting the operations of REITs. |
| | However, FFO should not be viewed as an alternative measure of the Company’s operating performance since it does not reflect either depreciation and amortization costs or the level of capital expenditures and leasing costs necessary to maintain the operating performance of the Company’s properties, which are significant economic costs that could materially impact the Company’s results of operations. |
| (3) | Reported amounts are attributable to common shareholders and common unitholders. |
8
