Guarantor and Non-Guarantor Financial Information | 3 Months Ended |
Mar. 31, 2015 |
Guarantor and Non-Guarantor Financial Information [Abstract] | |
Guarantor and Non-Guarantor Financial Information | Guarantor and Non-Guarantor Financial Information |
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The following condensed consolidating financial information for Piedmont Operating Partnership, L.P. (the "Issuer"), Piedmont Office Realty Trust, Inc. (the "Guarantor"), and the other directly and indirectly owned subsidiaries of the Guarantor (the "Non-Guarantor Subsidiaries") is provided pursuant to the requirements of Rule 3-10 of Regulation S-X regarding financial statements of guarantors and issuers of guaranteed registered securities. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions, including transactions with the Non-Guarantor Subsidiaries. |
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Condensed Consolidated Balance Sheets |
As of March 31, 2015 |
(in thousands) | Issuer | | Guarantor | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated |
Assets: | | | | | | | | | |
Real estate assets, at cost: | | | | | | | | | |
Land | $ | 81,406 | | | $ | — | | | $ | 625,934 | | | $ | — | | | $ | 707,340 | |
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Buildings and improvements, less accumulated depreciation | 438,933 | | | — | | | 2,795,862 | | | (300 | ) | | 3,234,495 | |
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Intangible lease assets, less accumulated amortization | 1,676 | | | — | | | 67,578 | | | — | | | 69,254 | |
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Construction in progress | 3,032 | | | — | | | 80,821 | | | — | | | 83,853 | |
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Total real estate assets | 525,047 | | | — | | | 3,570,195 | | | (300 | ) | | 4,094,942 | |
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Investments in and amounts due from unconsolidated joint ventures | 7,820 | | | — | | | — | | | — | | | 7,820 | |
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Cash and cash equivalents | 3,879 | | | 250 | | | 3,350 | | | — | | | 7,479 | |
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Tenant and straight-line rent receivables, net | 37,756 | | | — | | | 167,716 | | | — | | | 205,472 | |
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Advances to affiliates | 6,142,933 | | | 1,284,521 | | | — | | | (7,427,454 | ) | | — | |
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Investment in subsidiary | — | | | 3,846,399 | | | 191 | | | (3,846,590 | ) | | — | |
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Notes receivable | 161,350 | | | — | | | 23,890 | | | (185,240 | ) | | — | |
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Prepaid expenses, restricted cash, escrows, and other assets | 6,129 | | | 116 | | | 22,567 | | | (1,262 | ) | | 27,550 | |
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Goodwill | 180,097 | | | — | | | — | | | — | | | 180,097 | |
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Interest rate swaps | 520 | | | — | | | — | | | — | | | 520 | |
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Deferred financing costs, net | 7,023 | | | — | | | 368 | | | — | | | 7,391 | |
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Deferred lease costs, net | 31,445 | | | — | | | 257,146 | | | — | | | 288,591 | |
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Total assets | $ | 7,103,999 | | | $ | 5,131,286 | | | $ | 4,045,423 | | | $ | (11,460,846 | ) | | $ | 4,819,862 | |
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Liabilities: | | | | | | | | | |
Debt, net | $ | 1,901,208 | | | $ | — | | | $ | 610,141 | | | $ | (185,240 | ) | | $ | 2,326,109 | |
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Accounts payable, accrued expenses, and accrued capital expenditures | 16,732 | | | 674 | | | 103,322 | | | (1,262 | ) | | 119,466 | |
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Advances from affiliates | 392,696 | | | 4,909,707 | | | 2,185,841 | | | (7,488,244 | ) | | — | |
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Deferred income | 5,150 | | | — | | | 20,820 | | | — | | | 25,970 | |
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Intangible lease liabilities, net | — | | | — | | | 42,978 | | | — | | | 42,978 | |
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Interest rate swaps | 19,416 | | | — | | | — | | | — | | | 19,416 | |
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Total liabilities | 2,335,202 | | | 4,910,381 | | | 2,963,102 | | | (7,674,746 | ) | | 2,533,939 | |
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Stockholders’ Equity: | | | | | | | | | |
Common stock | — | | | 1,543 | | | — | | | — | | | 1,543 | |
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Additional paid-in capital | 3,842,399 | | | 3,670,447 | | | 1,318 | | | (3,846,590 | ) | | 3,667,574 | |
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Retained/(cumulative distributions in excess of) earnings | 931,835 | | | (3,451,085 | ) | | 1,079,974 | | | 60,490 | | | (1,378,786 | ) |
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Other comprehensive loss | (5,437 | ) | | — | | | — | | | — | | | (5,437 | ) |
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Piedmont stockholders’ equity | 4,768,797 | | | 220,905 | | | 1,081,292 | | | (3,786,100 | ) | | 2,284,894 | |
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Noncontrolling interest | — | | | — | | | 1,029 | | | — | | | 1,029 | |
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Total stockholders’ equity | 4,768,797 | | | 220,905 | | | 1,082,321 | | | (3,786,100 | ) | | 2,285,923 | |
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Total liabilities and stockholders’ equity | $ | 7,103,999 | | | $ | 5,131,286 | | | $ | 4,045,423 | | | $ | (11,460,846 | ) | | $ | 4,819,862 | |
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Condensed Consolidated Balance Sheets |
As of December 31, 2014 |
(in thousands) | Issuer | | Guarantor | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated |
Assets: | | | | | | | | | |
Real estate assets, at cost: | | | | | | | | | |
Land | $ | 81,406 | | | $ | — | | | $ | 621,394 | | | $ | — | | | $ | 702,800 | |
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Buildings and improvements, less accumulated depreciation | 442,034 | | | — | | | 2,782,444 | | | (300 | ) | | 3,224,178 | |
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Intangible lease assets, less accumulated amortization | 1,812 | | | — | | | 68,365 | | | — | | | 70,177 | |
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Construction in progress | 1,355 | | | — | | | 62,038 | | | — | | | 63,393 | |
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Real estate assets held for sale, net | 14,544 | | | — | | | — | | | — | | | 14,544 | |
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Total real estate assets | 541,151 | | | — | | | 3,534,241 | | | (300 | ) | | 4,075,092 | |
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Investments in and amounts due from unconsolidated joint ventures | 7,798 | | | — | | | — | | | — | | | 7,798 | |
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Cash and cash equivalents | 8,143 | | | 1,790 | | | 2,373 | | | — | | | 12,306 | |
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Tenant and straight-line rent receivables, net | 37,238 | | | — | | | 160,005 | | | — | | | 197,243 | |
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Advances to affiliates | 6,084,243 | | | 1,282,443 | | | — | | | (7,366,686 | ) | | — | |
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Investment in subsidiary | — | | | 3,878,811 | | | 192 | | | (3,879,003 | ) | | — | |
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Notes receivable | 161,350 | | | — | | | 23,890 | | | (185,240 | ) | | — | |
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Prepaid expenses, restricted cash, escrows, and other assets | 10,912 | | | — | | | 23,541 | | | (954 | ) | | 33,499 | |
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Goodwill | 180,097 | | | — | | | — | | | — | | | 180,097 | |
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Interest rate swaps | 430 | | | — | | | — | | | — | | | 430 | |
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Deferred financing costs, net | 7,242 | | | — | | | 425 | | | — | | | 7,667 | |
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Deferred lease costs, net | 31,340 | | | — | | | 248,765 | | | — | | | 280,105 | |
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Other assets held for sale, net | 1,264 | | | — | | | — | | | — | | | 1,264 | |
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Total assets | $ | 7,071,208 | | | $ | 5,163,044 | | | $ | 3,993,432 | | | $ | (11,432,183 | ) | | $ | 4,795,501 | |
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Liabilities: | | | | | | | | | |
Debt, net | $ | 1,852,434 | | | $ | — | | | $ | 610,395 | | | $ | (185,240 | ) | | $ | 2,277,589 | |
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Accounts payable, accrued expenses, and accrued capital expenditures | 19,403 | | | 465 | | | 115,074 | | | (954 | ) | | 133,988 | |
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Advances from affiliates | 376,122 | | | 4,909,362 | | | 2,138,140 | | | (7,423,624 | ) | | — | |
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Deferred income | 4,998 | | | — | | | 17,217 | | | — | | | 22,215 | |
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Intangible lease liabilities, net | — | | | — | | | 43,277 | | | — | | | 43,277 | |
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Interest rate swaps | 6,417 | | | — | | | — | | | — | | | 6,417 | |
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Total liabilities | 2,259,374 | | | 4,909,827 | | | 2,924,103 | | | (7,609,818 | ) | | 2,483,486 | |
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Stockholders’ Equity: | | | | | | | | | |
Common stock | — | | | 1,543 | | | — | | | — | | | 1,543 | |
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Additional paid-in capital | 3,874,757 | | | 3,670,236 | | | 192 | | | (3,879,003 | ) | | 3,666,182 | |
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Retained/(cumulative distributions in excess of) earnings | 928,776 | | | (3,418,562 | ) | | 1,067,528 | | | 56,638 | | | (1,365,620 | ) |
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Other comprehensive loss | 8,301 | | | — | | | — | | | — | | | 8,301 | |
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Piedmont stockholders’ equity | 4,811,834 | | | 253,217 | | | 1,067,720 | | | (3,822,365 | ) | | 2,310,406 | |
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Noncontrolling interest | — | | | — | | | 1,609 | | | — | | | 1,609 | |
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Total stockholders’ equity | 4,811,834 | | | 253,217 | | | 1,069,329 | | | (3,822,365 | ) | | 2,312,015 | |
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Total liabilities and stockholders’ equity | $ | 7,071,208 | | | $ | 5,163,044 | | | $ | 3,993,432 | | | $ | (11,432,183 | ) | | $ | 4,795,501 | |
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Condensed Consolidated Statements of Income |
For the three months ended March 31, 2015 |
(in thousands) | Issuer | | Guarantor | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated |
Revenues: | | | | | | | | | |
Rental income | $ | 18,937 | | | $ | — | | | $ | 99,577 | | | $ | (707 | ) | | $ | 117,807 | |
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Tenant reimbursements | 4,246 | | | — | | | 27,272 | | | (128 | ) | | 31,390 | |
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Property management fee revenue | — | | | — | | | 4,439 | | | (3,877 | ) | | 562 | |
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| 23,183 | | | — | | | 131,288 | | | (4,712 | ) | | 149,759 | |
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Expenses: | | | | | | | | | |
Property operating costs | 10,661 | | | — | | | 58,494 | | | (4,919 | ) | | 64,236 | |
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Depreciation | 5,803 | | | — | | | 30,429 | | | — | | | 36,232 | |
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Amortization | 1,254 | | | — | | | 13,416 | | | — | | | 14,670 | |
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General and administrative | 6,200 | | | 111 | | | 7,724 | | | (7,628 | ) | | 6,407 | |
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| 23,918 | | | 111 | | | 110,063 | | | (12,547 | ) | | 121,545 | |
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Real estate operating income | (735 | ) | | (111 | ) | | 21,225 | | | 7,835 | | | 28,214 | |
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Other income (expense): | | | | | | | | | |
Interest expense | (13,188 | ) | | — | | | (8,949 | ) | | 3,121 | | | (19,016 | ) |
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Other income/(expense) | 2,766 | | | — | | | 174 | | | (3,121 | ) | | (181 | ) |
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Equity in income of unconsolidated joint ventures | 159 | | | — | | | — | | | — | | | 159 | |
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| (10,263 | ) | | — | | | (8,775 | ) | | — | | | (19,038 | ) |
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Income from continuing operations | (10,998 | ) | | (111 | ) | | 12,450 | | | 7,835 | | | 9,176 | |
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Discontinued operations: | | | | | | | | | |
Operating income | — | | | — | | | — | | | — | | | — | |
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Income from discontinued operations | — | | | — | | | — | | | — | | | — | |
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Gain on sale of real estate assets | 10,073 | | | — | | | — | | | — | | | 10,073 | |
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Net income | (925 | ) | | (111 | ) | | 12,450 | | | 7,835 | | | 19,249 | |
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Less: Net income attributable to noncontrolling interest | — | | | — | | | (4 | ) | | — | | | (4 | ) |
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Net income attributable to Piedmont | $ | (925 | ) | | $ | (111 | ) | | $ | 12,446 | | | $ | 7,835 | | | $ | 19,245 | |
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Condensed Consolidated Statements of Income |
For the three months ended March 31, 2014 |
(in thousands) | Issuer | | Guarantor | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated |
Revenues: | | | | | | | | | |
Rental income | $ | 17,400 | | | $ | — | | | $ | 95,157 | | | $ | (1,653 | ) | | $ | 110,904 | |
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Tenant reimbursements | 3,861 | | | — | | | 21,179 | | | (111 | ) | | 24,929 | |
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Property management fee revenue | — | | | — | | | 4,171 | | | (3,684 | ) | | 487 | |
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| 21,261 | | | — | | | 120,507 | | | (5,448 | ) | | 136,320 | |
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Expenses: | | | | | | | | | |
Property operating costs | 10,044 | | | — | | | 53,878 | | | (5,651 | ) | | 58,271 | |
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Depreciation | 5,840 | | | — | | | 27,804 | | | — | | | 33,644 | |
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Amortization | 1,111 | | | — | | | 13,462 | | | — | | | 14,573 | |
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General and administrative | 4,469 | | | 77 | | | 5,961 | | | (5,952 | ) | | 4,555 | |
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| 21,464 | | | 77 | | | 101,105 | | | (11,603 | ) | | 111,043 | |
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Real estate operating income | (203 | ) | | (77 | ) | | 19,402 | | | 6,155 | | | 25,277 | |
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Other income (expense): | | | | | | | | | |
Interest expense | (9,120 | ) | | — | | | (12,939 | ) | | 3,133 | | | (18,926 | ) |
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Other income/(expense) | 2,762 | | | 35 | | | 246 | | | (3,133 | ) | | (90 | ) |
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Net recoveries/(loss) from casualty events and litigation settlements | 1,351 | | | — | | | 1,691 | | | — | | | 3,042 | |
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Equity in income of unconsolidated joint ventures | (266 | ) | | — | | | — | | | — | | | (266 | ) |
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| (5,273 | ) | | 35 | | | (11,002 | ) | | — | | | (16,240 | ) |
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Income from continuing operations | (5,476 | ) | | (42 | ) | | 8,400 | | | 6,155 | | | 9,037 | |
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Discontinued operations: | | | | | | | | | |
Operating income | 480 | | | — | | | (14 | ) | | — | | | 466 | |
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Loss on sale of real estate assets | (106 | ) | | — | | | — | | | — | | | (106 | ) |
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Income from discontinued operations | 374 | | | — | | | (14 | ) | | — | | | 360 | |
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Net income | (5,102 | ) | | (42 | ) | | 8,386 | | | 6,155 | | | 9,397 | |
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Less: Net income attributable to noncontrolling interest | — | | | — | | | (4 | ) | | — | | | (4 | ) |
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Net income attributable to Piedmont | $ | (5,102 | ) | | $ | (42 | ) | | $ | 8,382 | | | $ | 6,155 | | | $ | 9,393 | |
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Condensed Consolidated Statements of Cash Flows |
For the three months ended March 31, 2015 |
(in thousands) | Issuer | | Guarantor | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated |
Net Cash Provided by Operating Activities | $ | (6,974 | ) | | $ | 426 | | | $ | 42,343 | | | $ | 7,835 | | | $ | 43,630 | |
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Cash Flows from Investing Activities: | | | | | | | | | |
Investment in real estate assets and real estate related intangibles, net of accruals | (5,091 | ) | | — | | | (76,267 | ) | | — | | | (81,358 | ) |
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Redemption of noncontrolling interest in unconsolidated variable interest entity | — | | | — | | | (4,000 | ) | | — | | | (4,000 | ) |
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Net sales proceeds from wholly-owned properties | 25,803 | | | — | | | — | | | — | | | 25,803 | |
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Deferred lease costs paid | (846 | ) | | — | | | (3,568 | ) | | — | | | (4,414 | ) |
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Net cash used in investing activities | 19,866 | | | — | | | (83,835 | ) | | — | | | (63,969 | ) |
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Cash Flows from Financing Activities: | | | | | | | | | |
Deferred financing costs paid | (242 | ) | | — | | | — | | | — | | | (242 | ) |
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Proceeds from debt | 257,575 | | | — | | | — | | | — | | | 257,575 | |
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Repayments of debt | (209,000 | ) | | — | | | (254 | ) | | — | | | (209,254 | ) |
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Costs of issuance of common stock | — | | | (90 | ) | | — | | | — | | | (90 | ) |
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(Distributions to)/repayments from affiliates | (65,489 | ) | | 30,601 | | | 42,723 | | | (7,835 | ) | | — | |
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Dividends paid and discount on dividend reinvestments | — | | | (32,477 | ) | | — | | | — | | | (32,477 | ) |
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Net cash provided by financing activities | (17,156 | ) | | (1,966 | ) | | 42,469 | | | (7,835 | ) | | 15,512 | |
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Net decrease in cash and cash equivalents | (4,264 | ) | | (1,540 | ) | | 977 | | | — | | | (4,827 | ) |
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Cash and cash equivalents, beginning of period | 8,143 | | | 1,790 | | | 2,373 | | | — | | | 12,306 | |
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Cash and cash equivalents, end of period | $ | 3,879 | | | $ | 250 | | | $ | 3,350 | | | $ | — | | | $ | 7,479 | |
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Condensed Consolidated Statements of Cash Flows |
For the three months ended March 31, 2014 |
(in thousands) | Issuer | | Guarantor | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated |
Net Cash Provided by Operating Activities | $ | 21,395 | | | $ | 594 | | | $ | 41,908 | | | $ | 6,156 | | | $ | 70,053 | |
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Cash Flows from Investing Activities: | | | | | | | | | |
Investment in real estate assets and real estate related intangibles, net of accruals | (6,875 | ) | | — | | | (20,712 | ) | | — | | | (27,587 | ) |
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Net sales proceeds from wholly-owned properties | 22,322 | | | — | | | — | | | — | | | 22,322 | |
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Deferred lease costs paid | (720 | ) | | — | | | (3,460 | ) | | — | | | (4,180 | ) |
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Net cash used in investing activities | 14,727 | | | — | | | (24,172 | ) | | — | | | (9,445 | ) |
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Cash Flows from Financing Activities: | | | | | | | | | |
Deferred financing costs paid | (454 | ) | | — | | | — | | | — | | | (454 | ) |
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Proceeds from debt | 764,564 | | | — | | | — | | | — | | | 764,564 | |
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Repayments of debt | (162,000 | ) | | — | | | (575,000 | ) | | — | | | (737,000 | ) |
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Repurchases of common stock as part of announced plan | — | | | (54,515 | ) | | — | | | — | | | (54,515 | ) |
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(Distributions to)/repayments from affiliates | (635,361 | ) | | 84,826 | | | 556,691 | | | (6,156 | ) | | — | |
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Dividends paid and discount on dividend reinvestments | — | | | (30,905 | ) | | — | | | — | | | (30,905 | ) |
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Net cash used in financing activities | (33,251 | ) | | (594 | ) | | (18,309 | ) | | (6,156 | ) | | (58,310 | ) |
Net increase in cash and cash equivalents | 2,871 | | | — | | | (573 | ) | | — | | | 2,298 | |
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Cash and cash equivalents, beginning of period | 3,261 | | | 150 | | | 3,562 | | | — | | | 6,973 | |
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Cash and cash equivalents, end of period | $ | 6,132 | | | $ | 150 | | | $ | 2,989 | | | $ | — | | | $ | 9,271 | |
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