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, 2016 (in thousands) Issuer Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Assets: Real estate assets, at cost: Land $ 48,213 $ — $ 615,484 $ — $ 663,697 Buildings and improvements, less accumulated depreciation 238,912 — 2,659,027 (300 ) 2,897,639 Intangible lease assets, less accumulated amortization 861 — 91,495 — 92,356 Construction in progress 1,136 — 33,950 — 35,086 Total real estate assets 289,122 — 3,399,956 (300 ) 3,688,778 Investments in and amounts due from unconsolidated joint ventures 7,351 — — — 7,351 Cash and cash equivalents 3,591 150 2,291 — 6,032 Tenant and straight-line rent receivables, net 20,398 — 163,198 — 183,596 Advances to affiliates 6,350,066 1,284,119 — (7,634,185 ) — Investment in subsidiary — 3,661,064 182 (3,661,246 ) — Notes receivable 88,910 — 95,790 (184,700 ) — Prepaid expenses, restricted cash, escrows, and other assets 12,148 37 23,444 (1,703 ) 33,926 Goodwill 180,097 — — — 180,097 Deferred lease costs, net 17,486 — 271,031 — 288,517 Total assets $ 6,969,169 $ 4,945,370 $ 3,955,892 $ (11,482,134 ) $ 4,388,297 Liabilities: Debt, net $ 1,675,263 $ — $ 503,515 $ (184,700 ) $ 1,994,078 Accounts payable, accrued expenses, and accrued capital expenditures 18,061 644 116,111 (1,704 ) 133,112 Advances from affiliates 659,326 5,071,498 1,998,428 (7,729,252 ) — Deferred income 6,741 — 22,265 — 29,006 Intangible lease liabilities, net — — 45,283 — 45,283 Interest rate swaps 17,835 — — — 17,835 Total liabilities 2,377,226 5,072,142 2,685,602 (7,915,656 ) 2,219,314 Stockholders’ Equity: Common stock — 1,452 — — 1,452 Additional paid-in capital 3,657,063 3,675,090 1,310 (3,661,245 ) 3,672,218 Retained/(cumulative distributions in excess of) earnings 942,091 (3,803,314 ) 1,267,082 94,767 (1,499,374 ) Other comprehensive loss (7,211 ) — — — (7,211 ) Piedmont stockholders’ equity 4,591,943 (126,772 ) 1,268,392 (3,566,478 ) 2,167,085 Noncontrolling interest — — 1,898 — 1,898 Total stockholders’ equity 4,591,943 (126,772 ) 1,270,290 (3,566,478 ) 2,168,983 Total liabilities and stockholders’ equity $ 6,969,169 $ 4,945,370 $ 3,955,892 $ (11,482,134 ) $ 4,388,297 Condensed Consolidated Balance Sheets As of December 31, 2015 (in thousands) Issuer Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Assets: Real estate assets, at cost: Land $ 54,459 $ — $ 621,632 $ — $ 676,091 Buildings and improvements, less accumulated depreciation 270,057 — 2,567,706 (300 ) 2,837,463 Intangible lease assets, less accumulated amortization 1,268 — 83,395 — 84,663 Construction in progress 240 — 20,735 — 20,975 Real estate assets held for sale, net 76,614 — — — 76,614 Total real estate assets 402,638 — 3,293,468 (300 ) 3,695,806 Investments in and amounts due from unconsolidated joint ventures 7,577 — — — 7,577 Cash and cash equivalents 2,174 150 3,117 — 5,441 Tenant and straight-line rent receivables, net 23,738 — 149,994 — 173,732 Advances to affiliates 6,073,606 1,251,530 — (7,325,136 ) — Investment in subsidiary — 3,752,523 186 (3,752,709 ) — Notes receivable 134,750 — 23,890 (113,240 ) 45,400 Prepaid expenses, restricted cash, escrows, and other assets 7,091 — 24,118 (1,258 ) 29,951 Goodwill 180,097 — — — 180,097 Deferred lease costs, net 20,939 — 267,102 — 288,041 Other assets held for sale, net 8,490 — — — 8,490 Total assets $ 6,861,100 $ 5,004,203 $ 3,761,875 $ (11,192,643 ) $ 4,434,535 Liabilities: Debt, net $ 1,552,007 $ — $ 590,743 $ (113,240 ) $ 2,029,510 Accounts payable, accrued expenses, and accrued capital expenditures 18,954 580 110,189 (1,258 ) 128,465 Advances from affiliates 580,526 5,033,266 1,788,840 (7,402,632 ) — Deferred income 5,905 — 21,365 — 27,270 Intangible lease liabilities, net — — 42,853 — 42,853 Interest rate swaps 9,993 — — — 9,993 Total liabilities 2,167,385 5,033,846 2,553,990 (7,517,130 ) 2,238,091 Stockholders’ Equity: Common stock — 1,455 — — 1,455 Additional paid-in capital 3,748,524 3,672,849 1,314 (3,752,710 ) 3,669,977 Retained/(cumulative distributions in excess of) earnings 943,530 (3,703,947 ) 1,205,546 77,197 (1,477,674 ) Other comprehensive income 1,661 — — — 1,661 Piedmont stockholders’ equity 4,693,715 (29,643 ) 1,206,860 (3,675,513 ) 2,195,419 Noncontrolling interest — — 1,025 — 1,025 Total stockholders’ equity 4,693,715 (29,643 ) 1,207,885 (3,675,513 ) 2,196,444 Total liabilities and stockholders’ equity $ 6,861,100 $ 5,004,203 $ 3,761,875 $ (11,192,643 ) $ 4,434,535 Condensed Consolidated Statements of Income For the three months ended September 30, 2016 (in thousands) Issuer Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Rental income $ 12,862 $ — $ 101,423 $ (464 ) $ 113,821 Tenant reimbursements 3,430 — 20,970 (237 ) 24,163 Property management fee revenue — — 3,985 (3,484 ) 501 16,292 — 126,378 (4,185 ) 138,485 Expenses: Property operating costs 7,820 — 51,287 (4,240 ) 54,867 Depreciation 3,617 — 27,993 — 31,610 Amortization 863 — 17,777 — 18,640 Impairment loss on real estate assets — — 22,590 — 22,590 General and administrative 7,187 83 9,016 (8,857 ) 7,429 19,487 83 128,663 (13,097 ) 135,136 Real estate operating income/(loss) (3,195 ) (83 ) (2,285 ) 8,912 3,349 Other income (expense): Interest expense (11,799 ) — (6,949 ) 3,252 (15,496 ) Other income/(expense) 2,608 — (76 ) (3,252 ) (720 ) Recovery from casualty event — — 34 — 34 Equity in income of unconsolidated joint ventures 128 — — — 128 (9,063 ) — (6,991 ) — (16,054 ) Income/(loss) from continuing operations (12,258 ) (83 ) (9,276 ) 8,912 (12,705 ) Discontinued operations: Operating income — — 1 — 1 Income from discontinued operations — — 1 — 1 Gain/(loss) on sale of real estate assets 134 — (191 ) — (57 ) Net income/(loss) (12,124 ) (83 ) (9,466 ) 8,912 (12,761 ) Less: Net loss applicable to noncontrolling interest — — 15 — 15 Net income/(loss) applicable to Piedmont $ (12,124 ) $ (83 ) $ (9,451 ) $ 8,912 $ (12,746 ) 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 9,238 — 57,446 (5,031 ) 61,653 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 8,118 71 9,506 (9,435 ) 8,260 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 income 16 — — — 16 Loss on sale of real estate assets (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 applicable to noncontrolling interest — — (4 ) — (4 ) Net income/(loss) applicable to Piedmont $ 3,312 $ (71 ) $ (14,761 ) $ 9,645 $ (1,875 ) Condensed Consolidated Statements of Income For the nine months ended September 30, 2016 (in thousands) Issuer Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Rental income $ 42,990 $ — $ 299,319 $ (1,983 ) $ 340,326 Tenant reimbursements 10,455 — 59,950 (405 ) 70,000 Property management fee revenue — — 12,480 (11,002 ) 1,478 53,445 — 371,749 (13,390 ) 411,804 Expenses: Property operating costs 24,583 — 150,369 (13,514 ) 161,438 Depreciation 12,993 — 81,955 — 94,948 Amortization 2,854 — 50,994 — 53,848 Impairment loss on real estate assets 5,972 — 24,926 — 30,898 General and administrative 22,802 251 28,881 (28,416 ) 23,518 69,204 251 337,125 (41,930 ) 364,650 Real estate operating income/(loss) (15,759 ) (251 ) 34,624 28,540 47,154 Other income (expense): Interest expense (36,159 ) — (20,354 ) 8,219 (48,294 ) Other income/(expense) 7,008 282 462 (8,219 ) (467 ) Recovery from casualty event — — 34 — 34 Equity in income of unconsolidated joint ventures 354 — — — 354 (28,797 ) 282 (19,858 ) — (48,373 ) Income/(loss) from continuing operations (44,556 ) 31 14,766 28,540 (1,219 ) Gain on sale of real estate assets, net 32,146 — 46,764 — 78,910 Net income/(loss) (12,410 ) 31 61,530 28,540 77,691 Less: Net loss applicable to noncontrolling interest — — 7 — 7 Net income/(loss) applicable to Piedmont $ (12,410 ) $ 31 $ 61,537 $ 28,540 $ 77,698 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 29,459 — 172,977 (15,068 ) 187,368 Depreciation 15,904 — 87,566 — 103,470 Amortization 3,477 — 40,169 — 43,646 Impairment loss of real estate assets 5,354 — 34,815 — 40,169 General and administrative 22,211 266 26,504 (26,231 ) 22,750 76,405 266 362,031 (41,299 ) 397,403 Real estate operating income/(loss) (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 (2 ) — — — (2 ) Income from discontinued operations 11 — — — 11 Gain on sale of real estate assets, net 53,826 — — — 53,826 Net income/(loss) 10,610 (266 ) 10,182 26,832 47,358 Less: Net income applicable to noncontrolling interest — — (12 ) — (12 ) Net income/(loss) applicable to Piedmont $ 10,610 $ (266 ) $ 10,170 $ 26,832 $ 47,346 Condensed Consolidated Statements of Cash Flows For the nine months ended September 30, 2016 (in thousands) Issuer Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Net Cash Provided by Operating Activities $ (18,977 ) $ 4,121 $ 158,352 $ 28,540 $ 172,036 Cash Flows from Investing Activities: Investment in real estate assets, consolidated joint venture, and real estate related intangibles, net of accruals (24,255 ) — (296,884 ) — (321,139 ) Intercompany note receivable 440 — (71,900 ) 71,460 — Net sales proceeds from wholly-owned properties 187,192 — 117,710 — 304,902 Deferred lease costs paid (2,021 ) — (13,324 ) — (15,345 ) Net cash provided by/(used in) investing activities 161,356 — (264,398 ) 71,460 (31,582 ) Cash Flows from Financing Activities: Debt issuance costs paid (212 ) — — — (212 ) Proceeds from debt 552,000 — — — 552,000 Repayments of debt (421,000 ) — (168,532 ) — (589,532 ) Intercompany note payable (9,600 ) — 81,060 (71,460 ) — Costs of issuance of common stock — (239 ) — — (239 ) Shares withheld to pay tax obligations related to employee stock compensation — (2,328 ) — — (2,328 ) Repurchases of common stock as part of announced plan — (7,943 ) — — (7,943 ) (Distributions to)/repayments from affiliates (262,150 ) 97,990 192,700 (28,540 ) — Dividends paid and discount on dividend reinvestments — (91,601 ) (8 ) — (91,609 ) Net cash provided by/(used in) financing activities (140,962 ) (4,121 ) 105,220 (100,000 ) (139,863 ) Net increase/(decrease) in cash and cash equivalents 1,417 — (826 ) — 591 Cash and cash equivalents, beginning of period 2,174 150 3,117 — 5,441 Cash and cash equivalents, end of period $ 3,591 $ 150 $ 2,291 $ — $ 6,032 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 ) $ 3,772 $ 145,240 $ 26,833 $ 134,261 Cash Flows from Investing Activities: Investment in real estate assets and real estate related intangibles, net of accruals (28,249 ) — (129,644 ) — (157,893 ) Intercompany note receivable 72,000 — — (72,000 ) — Redemption of noncontrolling interest in unconsolidated variable interest entity — — (4,000 ) — (4,000 ) Net sales proceeds from wholly-owned properties 151,564 — — — 151,564 Deferred lease costs paid (2,577 ) — (21,312 ) — (23,889 ) Net cash provided by/(used in) investing activities 192,738 — (154,956 ) (72,000 ) (34,218 ) Cash Flows from Financing Activities: Debt issuance 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 ) Shares withheld to pay tax obligations related to employee stock compensation — (1,665 ) — — (1,665 ) 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 provided/(used in) by financing activities (155,362 ) (5,411 ) 10,959 45,167 (104,647 ) Net increase/(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 |