Guarantor and Non-Guarantor Financial Information | Guarantor and Non-Guarantor Financial Information 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 Issuer is a wholly-owned subsidiary of the Guarantor, and all guarantees by the Guarantor of securities issued by the Issuer are full and unconditional. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions, including transactions with the Non-Guarantor Subsidiaries. Condensed Consolidated Balance Sheets As of September 30, 2015 (in thousands) Issuer Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Assets: Real estate assets, at cost: Land $ 64,218 $ — $ 607,614 $ — $ 671,832 Buildings and improvements, less accumulated depreciation 340,658 — 2,315,223 (300 ) 2,655,581 Intangible lease assets, less accumulated amortization 1,405 — 59,365 — 60,770 Construction in progress 37 — 75,046 — 75,083 Real estate assets held for sale, net — — 470,847 — 470,847 Total real estate assets 406,318 — 3,528,095 (300 ) 3,934,113 Investments in and amounts due from unconsolidated joint ventures 7,652 — — — 7,652 Cash and cash equivalents 3,935 151 3,616 — 7,702 Tenant and straight-line rent receivables, net 27,561 — 148,247 — 175,808 Advances to affiliates 6,447,352 1,253,328 — (7,700,680 ) — Investment in subsidiary — 3,783,080 189 (3,783,269 ) — Notes receivable 134,750 — 23,890 (113,240 ) 45,400 Prepaid expenses, restricted cash, escrows, and other assets 43,597 52 27,531 (1,711 ) 69,469 Goodwill 180,097 — — — 180,097 Interest rate swaps — — — — — Deferred financing costs, net 6,467 — 753 — 7,220 Deferred lease costs, net 20,829 — 210,550 — 231,379 Other assets held for sale, net — — 81,034 — 81,034 Total assets $ 7,278,558 $ 5,036,611 $ 4,023,905 $ (11,599,200 ) $ 4,739,874 Liabilities: Debt, net $ 1,949,753 $ — $ 591,806 $ (113,240 ) $ 2,428,319 Accounts payable, accrued expenses, and accrued capital expenditures 15,809 1,365 117,279 (1,712 ) 132,741 Advances from affiliates 566,461 5,032,684 2,173,303 (7,772,448 ) — Deferred income 4,065 — 22,022 — 26,087 Intangible lease liabilities, net — — 38,896 — 38,896 Interest rate swaps 20,526 — — — 20,526 Liabilities held for sale, net — — 567 — 567 Total liabilities 2,556,614 5,034,049 2,943,873 (7,887,400 ) 2,647,136 Stockholders’ Equity: Common stock — 1,456 — — 1,456 Additional paid-in capital 3,779,080 3,672,038 1,304 (3,783,268 ) 3,669,154 Retained/(cumulative distributions in excess of) earnings 951,388 (3,670,932 ) 1,077,699 71,468 (1,570,377 ) Other comprehensive loss (8,524 ) — — — (8,524 ) Piedmont stockholders’ equity 4,721,944 2,562 1,079,003 (3,711,800 ) 2,091,709 Noncontrolling interest — — 1,029 — 1,029 Total stockholders’ equity 4,721,944 2,562 1,080,032 (3,711,800 ) 2,092,738 Total liabilities and stockholders’ equity $ 7,278,558 $ 5,036,611 $ 4,023,905 $ (11,599,200 ) $ 4,739,874 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 $ 77,125 $ — $ 597,429 $ — $ 674,554 Buildings and improvements, less accumulated depreciation 414,515 — 2,327,368 (300 ) 2,741,583 Intangible lease assets, less accumulated amortization 1,812 — 68,365 — 70,177 Construction in progress 1,345 — 60,546 — 61,891 Real estate assets held for sale, net 46,354 — 480,533 — 526,887 Total real estate assets 541,151 — 3,534,241 (300 ) 4,075,092 Investments in and amounts due from unconsolidated joint ventures 7,798 — — — 7,798 Cash and cash equivalents 8,143 1,790 2,373 — 12,306 Tenant and straight-line rent receivables, net 35,363 — 139,184 — 174,547 Advances to affiliates 6,084,243 1,282,443 — (7,366,686 ) — Investment in subsidiary — 3,878,811 192 (3,879,003 ) — Notes receivable 161,350 — 23,890 (185,240 ) — Prepaid expenses, restricted cash, escrows, and other assets 10,897 — 21,392 (954 ) 31,335 Goodwill 180,097 — — — 180,097 Interest rate swaps 430 — — — 430 Deferred financing costs, net 7,242 — 425 — 7,667 Deferred lease costs, net 29,696 — 199,257 — 228,953 Other assets held for sale, net 4,798 — 72,478 — 77,276 Total assets $ 7,071,208 $ 5,163,044 $ 3,993,432 $ (11,432,183 ) $ 4,795,501 Liabilities: Debt, net $ 1,852,434 $ — $ 610,395 $ (185,240 ) $ 2,277,589 Accounts payable, accrued expenses, and accrued capital expenditures 19,403 465 115,074 (954 ) 133,988 Advances from affiliates 376,122 4,909,362 2,138,140 (7,423,624 ) — Deferred income 4,998 — 17,217 — 22,215 Intangible lease liabilities, net — — 42,560 — 42,560 Interest rate swaps 6,417 — — — 6,417 Liabilities held for sale, net — — 717 — 717 Total liabilities 2,259,374 4,909,827 2,924,103 (7,609,818 ) 2,483,486 Stockholders’ Equity: Common stock — 1,543 — — 1,543 Additional paid-in capital 3,874,757 3,670,236 192 (3,879,003 ) 3,666,182 Retained/(cumulative distributions in excess of) earnings 928,776 (3,418,562 ) 1,067,528 56,638 (1,365,620 ) Other comprehensive loss 8,301 — — — 8,301 Piedmont stockholders’ equity 4,811,834 253,217 1,067,720 (3,822,365 ) 2,310,406 Noncontrolling interest — — 1,609 — 1,609 Total stockholders’ equity 4,811,834 253,217 1,069,329 (3,822,365 ) 2,312,015 Total liabilities and stockholders’ equity $ 7,071,208 $ 5,163,044 $ 3,993,432 $ (11,432,183 ) $ 4,795,501 Condensed Consolidated Statements of Income For the three months ended September 30, 2015 (in thousands) Issuer Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Rental income $ 15,841 $ — $ 102,888 $ (735 ) $ 117,994 Tenant reimbursements 3,369 — 26,935 (31 ) 30,273 Property management fee revenue — — 4,603 (4,055 ) 548 19,210 — 134,426 (4,821 ) 148,815 Expenses: Property operating costs 9,253 — 57,455 (5,031 ) 61,677 Depreciation 4,943 — 26,256 — 31,199 Amortization 1,126 — 12,895 — 14,021 Impairment loss on real estate assets — — 34,815 — 34,815 General and administrative 8,103 71 9,497 (9,435 ) 8,236 23,425 71 140,918 (14,466 ) 149,948 Real estate operating income/(loss) (4,215 ) (71 ) (6,492 ) 9,645 (1,133 ) Other income (expense): Interest expense (12,963 ) — (8,413 ) 2,544 (18,832 ) Other income/(expense) 3,199 — 148 (2,544 ) 803 Equity in income of unconsolidated joint ventures 135 — — — 135 (9,629 ) — (8,265 ) — (17,894 ) Income/(loss) from continuing operations (13,844 ) (71 ) (14,757 ) 9,645 (19,027 ) Discontinued operations: Operating loss 16 — — — 16 Loss on sale of real estate assets, net (2 ) — — — (2 ) Income from discontinued operations 14 — — — 14 Gain on sale of real estate assets 17,142 — — — 17,142 Net income/(loss) 3,312 (71 ) (14,757 ) 9,645 (1,871 ) Less: Net income attributable to noncontrolling interest — — (4 ) — (4 ) Net income/(loss) attributable to Piedmont $ 3,312 $ (71 ) $ (14,761 ) $ 9,645 $ (1,875 ) Condensed Consolidated Statements of Income For the three months ended September 30, 2014 (in thousands) Issuer Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Rental income $ 19,178 $ — $ 96,656 $ (1,305 ) $ 114,529 Tenant reimbursements 4,526 — 25,167 (114 ) 29,579 Property management fee revenue — — 4,098 (3,565 ) 533 23,704 — 125,921 (4,984 ) 144,641 Expenses: Property operating costs 11,355 — 55,868 (5,196 ) 62,027 Depreciation 5,963 — 29,403 — 35,366 Amortization 1,225 — 13,010 — 14,235 General and administrative 5,638 74 6,951 (6,849 ) 5,814 24,181 74 105,232 (12,045 ) 117,442 Real estate operating income (477 ) (74 ) 20,689 7,061 27,199 Other income (expense): Interest expense (12,776 ) — (9,013 ) 3,135 (18,654 ) Other income/(expense) 3,433 35 191 (3,135 ) 524 Net loss from casualty events and litigation settlements (8 ) — — — (8 ) Equity in loss of unconsolidated joint ventures 89 — — — 89 (9,262 ) 35 (8,822 ) — (18,049 ) Income from continuing operations (9,739 ) (39 ) 11,867 7,061 9,150 Discontinued operations: Operating income 16 — — — 16 Income from discontinued operations 16 — — — 16 Net income (9,723 ) (39 ) 11,867 7,061 9,166 Less: Net income attributable to noncontrolling interest — — (4 ) — (4 ) Net income attributable to Piedmont $ (9,723 ) $ (39 ) $ 11,863 $ 7,061 $ 9,162 Condensed Consolidated Statements of Income For the nine months ended September 30, 2015 (in thousands) Issuer Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Rental income $ 51,824 $ — $ 303,603 $ (2,172 ) $ 353,255 Tenant reimbursements 11,171 — 79,634 (329 ) 90,476 Property management fee revenue — — 13,543 (11,966 ) 1,577 62,995 — 396,780 (14,467 ) 445,308 Expenses: Property operating costs 29,464 — 172,996 (15,068 ) 187,392 Depreciation 15,904 — 87,566 — 103,470 Amortization 3,477 — 40,169 — 43,646 Impairment loss on real estate assets 5,354 — 34,815 — 40,169 General and administrative 22,206 266 26,485 (26,231 ) 22,726 76,405 266 362,031 (41,299 ) 397,403 Real estate operating income (13,410 ) (266 ) 34,749 26,832 47,905 Other income (expense): Interest expense (39,592 ) — (25,130 ) 8,702 (56,020 ) Other income/(expense) 9,357 — 563 (8,702 ) 1,218 Equity in income of unconsolidated joint ventures 418 — — — 418 (29,817 ) — (24,567 ) — (54,384 ) Income/(loss) from continuing operations (43,227 ) (266 ) 10,182 26,832 (6,479 ) Discontinued operations: Operating income 13 — — — 13 Loss on sale of real estate assets, net (2 ) — — — (2 ) Income from discontinued operations 11 — — — 11 Gain on sale of real estate assets 53,826 — — — 53,826 Net income 10,610 (266 ) 10,182 26,832 47,358 Less: Net income attributable to noncontrolling interest — — (12 ) — (12 ) Net income attributable to Piedmont $ 10,610 $ (266 ) $ 10,170 $ 26,832 $ 47,346 Condensed Consolidated Statements of Income For the nine months ended September 30, 2014 (in thousands) Issuer Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Rental income $ 53,687 $ — $ 289,507 $ (4,474 ) $ 338,720 Tenant reimbursements 12,304 — 67,268 (319 ) 79,253 Property management fee revenue — — 12,208 (10,640 ) 1,568 65,991 — 368,983 (15,433 ) 419,541 Expenses: Property operating costs 31,730 — 161,754 (16,050 ) 177,434 Depreciation 17,453 — 85,701 — 103,154 Amortization 3,441 — 38,966 — 42,407 General and administrative 17,057 218 20,762 (20,523 ) 17,514 69,681 218 307,183 (36,573 ) 340,509 Real estate operating income (3,690 ) (218 ) 61,800 21,140 79,032 Other income (expense): Interest expense (34,378 ) — (30,616 ) 9,402 (55,592 ) Other income/(expense) 8,993 105 372 (9,402 ) 68 Net recoveries from casualty events and litigation settlements 1,344 1,479 1,691 — 4,514 Equity in loss of unconsolidated joint ventures (510 ) — — — (510 ) (24,551 ) 1,584 (28,553 ) — (51,520 ) Income from continuing operations (28,241 ) 1,366 33,247 21,140 27,512 Discontinued operations: Operating income 957 — 39 — 996 Gain on sale of real estate assets, net 451 — 747 — 1,198 Income from discontinued operations 1,408 — 786 — 2,194 Gain on sale of real estate assets — — 1,140 — 1,140 Net income (26,833 ) 1,366 35,173 21,140 30,846 Less: Net income attributable to noncontrolling interest — — (12 ) — (12 ) Net income attributable to Piedmont $ (26,833 ) $ 1,366 $ 35,161 $ 21,140 $ 30,834 Condensed Consolidated Statements of Cash Flows For the nine months ended September 30, 2015 (in thousands) Issuer Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Net Cash Provided by Operating Activities $ (41,584 ) $ 2,107 $ 145,240 $ 26,833 $ 132,596 Cash Flows from Investing Activities: Investment in real estate assets and real estate related intangibles, net of accruals (28,249 ) — (129,644 ) — (157,893 ) Redemption of noncontrolling interest in unconsolidated variable interest entity — — (4,000 ) — (4,000 ) Intercompany note receivable 72,000 — — (72,000 ) — Net sales proceeds from wholly-owned properties 151,564 — — — 151,564 Deferred lease costs paid (2,577 ) — (21,312 ) — (23,889 ) Net cash used in investing activities 192,738 — (154,956 ) (72,000 ) (34,218 ) Cash Flows from Financing Activities: Deferred financing costs paid (545 ) — (503 ) — (1,048 ) Proceeds from debt 1,046,578 — 159,279 — 1,205,857 Repayments of debt (950,000 ) — (177,902 ) 72,000 (1,055,902 ) Costs of issuance of common stock — (326 ) — — (326 ) Repurchases of common stock as part of announced plan — (155,653 ) — — (155,653 ) (Distributions to)/repayments from affiliates (251,395 ) 248,135 30,093 (26,833 ) — Dividends paid and discount on dividend reinvestments — (95,902 ) (8 ) — (95,910 ) Net cash used in financing activities (155,362 ) (3,746 ) 10,959 45,167 (102,982 ) Net decrease in cash and cash equivalents (4,208 ) (1,639 ) 1,243 — (4,604 ) Cash and cash equivalents, beginning of period 8,143 1,790 2,373 — 12,306 Cash and cash equivalents, end of period $ 3,935 $ 151 $ 3,616 $ — $ 7,702 Condensed Consolidated Statements of Cash Flows For the nine months ended September 30, 2014 (in thousands) Issuer Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Net Cash Provided by Operating Activities $ 11,529 $ 2,165 $ 122,682 $ 21,140 $ 157,516 Cash Flows from Investing Activities: Investment in real estate assets and real estate related intangibles, net of accruals (15,144 ) — (217,590 ) — (232,734 ) Intercompany note receivable (100 ) — — 100 — Net sales proceeds from wholly-owned properties 29,519 — 16,721 — 46,240 Net sales proceeds received from unconsolidated joint ventures 6,017 — — — 6,017 Investments in unconsolidated joint ventures (42 ) — — — (42 ) Deferred lease costs paid (3,667 ) — (17,065 ) — (20,732 ) Net cash used in investing activities 16,583 — (217,934 ) 100 (201,251 ) Cash Flows from Financing Activities: Deferred financing costs paid (1,112 ) — — — (1,112 ) Proceeds from debt 979,564 — — — 979,564 Repayments of debt (209,000 ) — (575,320 ) — (784,320 ) Discount due to loan modification (1,135 ) — — — (1,135 ) Intercompany note payable — — 100 (100 ) — Repurchases of common stock as part of announced plan — (54,685 ) — — (54,685 ) (Distributions to)/repayments from affiliates (796,271 ) 145,328 672,083 (21,140 ) — Dividends paid and discount on dividend reinvestments — (92,729 ) (6 ) — (92,735 ) Net cash provided by financing activities (27,954 ) (2,086 ) 96,857 (21,240 ) 45,577 Net increase in cash and cash equivalents 158 79 1,605 — 1,842 Cash and cash equivalents, beginning of period 3,261 150 3,562 — 6,973 Cash and cash equivalents, end of period $ 3,419 $ 229 $ 5,167 $ — $ 8,815 |