Exhibit 99.1
FIRST POTOMAC REALTY TRUST
PRO FORMA FINANCIAL INFORMATION
(UNAUDITED)
The accompanying unaudited pro forma condensed consolidated financial statements of First Potomac Realty Trust (the “Company”) have been prepared to provide pro forma financial information with respect to:
| • | | the sale of I-66 Commerce Center for $17.5 million in cash, which closed on May 7, 2013; |
| • | | the sale of 23 industrial properties (the “Industrial Portfolio”) for $241.5 million in cash, which closed on June 18, 2013, as described in Item 2.01 of the Current Report on Form 8-K with which this Exhibit 99.1 is filed; and |
| • | | the repayment of a $14.1 million mortgage loan that encumbered Candlewood (also known as Mercedes Center – Note 1 and Note 2) and the prepayment of $29.0 million of the Jackson National Life Loan (the “Jackson Life Loan”), which is secured by several of the Company’s properties, including $19.8 million secured by I-66 Commerce Center and $6.6 million secured by Northridge. |
The unaudited pro forma condensed consolidated balance sheet as of March 31, 2013 gives effect to the transactions described above as if they had occurred on March 31, 2013.
The unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2013 and the years ended December 31, 2012, 2011 and 2010 give effect to the transactions described above as if they had occurred on January 1, 2010.
In the opinion of the Company’s management, all adjustments necessary to reflect the effects of the transactions described above have been made. The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of what the Company’s actual results of operations or financial condition would have been had the transactions described above occurred on the dates indicated, nor does it purport to represent the future results of operations or financial condition of the Company.
The unaudited pro forma consolidated financial statements and accompanying notes should be read in conjunction with the financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 and the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.
FIRST POTOMAC REALTY TRUST
Pro Forma Consolidated Balance Sheet as of March 31, 2013
(Unaudited, amounts in thousands, except per share amounts)
| | | | | | | | | | | | | | | | |
| | Historical (a) | | | I-66 Commerce Center (b) | | | Industrial Portfolio (c) | | | Pro Forma | |
Assets: | | | | | | | | | | | | | | | | |
Rental property, net | | $ | 1,445,114 | | | $ | (14,352 | ) | | $ | (211,947 | ) | | $ | 1,218,815 | |
Assets held-for-sale | | | 2,301 | | | | — | | | | — | | | | 2,301 | |
Cash and cash equivalents | | | 17,794 | | | | (3,224 | ) | | | 183,723 | | | | 198,293 | |
Escrows and reserves | | | 10,160 | | | | — | | | | 28,165 | | | | 38,325 | |
Accounts and other receivables, net of allowance for doubtful accounts | | | 14,290 | | | | — | | | | — | | | | 14,290 | |
Accrued straight-line rents, net of allowance for doubtful accounts | | | 30,862 | | | | — | | | | (4,290 | ) | | | 26,572 | |
Notes receivable, net | | | 54,748 | | | | — | | | | — | | | | 54,748 | |
Investment in affiliates | | | 50,072 | | | | — | | | | — | | | | 50,072 | |
Deferred costs, net | | | 40,624 | | | | (87 | ) | | | (4,035 | ) | | | 36,502 | |
Prepaid expenses and other assets | | | 8,219 | | | | (10 | ) | | | (350 | ) | | | 7,859 | |
Intangible assets, net | | | 44,180 | | | | — | | | | (2,258 | ) | | | 41,922 | |
| | | | | | | | | | | | | | | | |
Total assets | | $ | 1,718,364 | | | $ | (17,673 | ) | | $ | (10,992 | ) | | $ | 1,689,699 | |
| | | | | | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | | | | | |
Mortgage loans | | $ | 377,387 | | | $ | (21,751 | ) | | $ | (21,349 | ) | | $ | 334,287 | |
Secured term loans | | | 47,500 | | | | — | | | | — | | | | 47,500 | |
Unsecured term loan | | | 300,000 | | | | — | | | | — | | | | 300,000 | |
Unsecured revolving credit facility | | | 230,000 | | | | 5,000 | | | | — | | | | 235,000 | |
Accounts payable and other liabilities | | | 55,933 | | | | (55 | ) | | | (521 | ) | | | 55,357 | |
Accrued interest | | | 2,531 | | | | — | | | | — | | | | 2,531 | |
Rents received in advance | | | 6,394 | | | | (454 | ) | | | (771 | ) | | | 5,169 | |
Tenant security deposits | | | 6,069 | | | | (319 | ) | | | (1,041 | ) | | | 4,709 | |
Deferred market rent, net | | | 3,344 | | | | — | | | | (1,326 | ) | | | 2,018 | |
| | | | | | | | | | | | | | | | |
Total liabilities | | | 1,029,158 | | | | (17,579 | ) | | | (25,008 | ) | | | 986,571 | |
| | | | | | | | | | | | | | | | |
Noncontrolling interests in the Operating Partnership | | | 39,042 | | | | — | | | | — | | | | 39,042 | |
Equity: | | | | | | | | | | | | | | | | |
Preferred Shares, $0.001 par value, 50,000 shares authorized; | | | | | | | | | | | | | | | | |
Series A Preferred Shares, $25 per share liquidation preference, 6,400 shares issued and outstanding | | | 160,000 | | | | — | | | | — | | | | 160,000 | |
Common shares, $0.001 par value, 150,000 shares authorized | | | 51 | | | | — | | | | — | | | | 51 | |
Additional paid-in capital | | | 799,952 | | | | — | | | | — | | | | 799,952 | |
Noncontrolling interests in consolidated partnerships | | | 3,723 | | | | — | | | | — | | | | 3,723 | |
Accumulated other comprehensive loss | | | (9,876 | ) | | | — | | | | — | | | | (9,876 | ) |
Dividends in excess of accumulated earnings | | | (303,686 | ) | | | (94 | ) | | | 14,016 | | | | (289,764 | ) |
| | | | | | | | | | | | | | | | |
Total equity | | | 650,164 | | | | (94 | ) | | | 14,016 | | | | 664,086 | |
| | | | | | | | | | | | | | | | |
Total liabilities, noncontrolling interests and equity | | $ | 1,718,364 | | | $ | (17,673 | ) | | $ | (10,992 | ) | | $ | 1,689,699 | |
| | | | | | | | | | | | | | | | |
See accompanying notes to unaudited pro forma financial information.
FIRST POTOMAC REALTY TRUST
Pro Forma Consolidated Statement of Operations for the Three Months Ended March 31, 2013
(Unaudited, amounts in thousands, except per share amounts)
| | | | | | | | | | | | | | | | |
| | Historical (d) | | | I-66 Commerce Center (e) | | | Industrial Portfolio (f) | | | Pro Forma | |
Revenues: | | | | | | | | | | | | | | | | |
Rental | | $ | 40,187 | | | $ | (2,435 | ) | | $ | (5,472 | ) | | $ | 32,280 | |
Tenant reimbursements and other | | | 11,190 | | | | (718 | ) | | | (1,577 | ) | | | 8,895 | |
| | | | | | | | | | | | | | | | |
Total revenues | | | 51,377 | | | | (3,153 | ) | | | (7,049 | ) | | | 41,175 | |
| | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | |
Property operating | | | 12,905 | | | | (64 | ) | | | (1,811 | ) | | | 11,030 | |
Real estate taxes and insurance | | | 5,403 | | | | (59 | ) | | | (597 | ) | | | 4,747 | |
General and administrative | | | 5,267 | | | | — | | | | — | | | | 5,267 | |
Depreciation and amortization | | | 16,885 | | | | (150 | ) | | | (2,192 | ) | | | 14,543 | |
| | | | | | | | | | | | | | | | |
Total operating expenses | | | 40,460 | | | | (273 | ) | | | (4,600 | ) | | | 35,587 | |
| | | | | | | | | | | | | | | | |
Operating income | | | 10,917 | | | | (2,880 | ) | | | (2,449 | ) | | | 5,588 | |
| | | | | | | | | | | | | | | | |
Other expenses, net: | | | | | | | | | | | | | | | | |
Interest expense | | | 10,530 | | | | (256 | ) | | | (313 | ) | | | 9,961 | |
Interest and other income | | | (1,531 | ) | | | — | | | | — | | | | (1,531 | ) |
Equity in losses of affiliates | | | (28 | ) | | | — | | | | — | | | | (28 | ) |
| | | | | | | | | | | | | | | | |
Total other expenses, net | | | 8,971 | | | | (256 | ) | | | (313 | ) | | | 8,402 | |
| | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | $ | 1,946 | | | $ | (2,624 | ) | | $ | (2,136 | ) | | $ | (2,814 | ) |
| | | | | | | | | | | | | | | | |
Basic and diluted earnings per common share: | | | | | | | | | | | | | | | | |
(Loss) income from continuing operations (g) | | $ | (0.02 | ) | | $ | (0.05 | ) | | $ | (0.04 | ) | | $ | (0.11 | ) |
| | | | | | | | | | | | | | | | |
Weighted average common shares outstanding – basic and diluted | | | 50,404 | | | | | | | | | | | | 50,404 | |
See accompanying notes to unaudited pro forma financial information.
FIRST POTOMAC REALTY TRUST
Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2012
(Unaudited, amounts in thousands, except per share amounts)
| | | | | | | | | | | | | | | | |
| | Historical (d) | | | I-66 Commerce Center (e) | | | Industrial Portfolio (f) | | | December 31, 2012 Pro Forma | |
Revenues: | | | | | | | | | | | | | | | | |
Rental | | $ | 155,126 | | | $ | (6,014 | ) | | $ | (21,905 | ) | | $ | 127,207 | |
Tenant reimbursements and other | | | 38,193 | | | | (454 | ) | | | (5,510 | ) | | | 32,229 | |
| | | | | | | | | | | | | | | | |
Total revenues | | | 193,319 | | | | (6,468 | ) | | | (27,415 | ) | | | 159,436 | |
| | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | |
Property operating | | | 45,936 | | | | (261 | ) | | | (6,465 | ) | | | 39,210 | |
Real estate taxes and insurance | | | 18,262 | | | | (193 | ) | | | (2,374 | ) | | | 15,695 | |
General and administrative | | | 23,568 | | | | — | | | | — | | | | 23,568 | |
Acquisition costs | | | 49 | | | | — | | | | — | | | | 49 | |
Depreciation and amortization | | | 66,284 | | | | (632 | ) | | | (8,830 | ) | | | 56,822 | |
Impairment of real estate assets | | | 2,444 | | | | — | | | | — | | | | 2,444 | |
Contingent consideration related to acquisition of property | | | 152 | | | | — | | | | — | | | | 152 | |
| | | | | | | | | | | | | | | | |
Total operating expenses | | | 156,695 | | | | (1,086 | ) | | | (17,669 | ) | | | 137,940 | |
| | | | | | | | | | | | | | | | |
Operating income | | | 36,624 | | | | (5,382 | ) | | | (9,746 | ) | | | 21,496 | |
| | | | | | | | | | | | | | | | |
Other expenses, net: | | | | | | | | | | | | | | | | |
Interest expense | | | 43,322 | | | | (1,035 | ) | | | (1,279 | ) | | | 41,008 | |
Interest and other income | | | (6,052 | ) | | | — | | | | 2 | | | | (6,050 | ) |
Equity in earnings of affiliates | | | (40 | ) | | | — | | | | — | | | | (40 | ) |
Gain on sale of investment | | | (2,951 | ) | | | — | | | | — | | | | (2,951 | ) |
Loss on debt extinguishment | | | 13,687 | | | | — | | | | — | | | | 13,687 | |
| | | | | | | | | | | | | | | | |
Total other expenses, net | | | 47,966 | | | | (1,035 | ) | | | (1,277 | ) | | | 45,654 | |
| | | | | | | | | | | | | | | | |
(Loss) income from continuing operations before income taxes | | | (11,342 | ) | | | (4,347 | ) | | | (8,469 | ) | | | (24,158 | ) |
| | | | | | | | | | | | | | | | |
Benefit from income taxes | | | 4,142 | | | | — | | | | — | | | | 4,142 | |
| | | | | | | | | | | | | | | | |
(Loss) income from continuing operations | | $ | (7,200 | ) | | $ | (4,347 | ) | | $ | (8,469 | ) | | $ | (20,016 | ) |
| | | | | | | | | | | | | | | | |
Basic and diluted earnings per common share: | | | | | | | | | | | | | | | | |
(Loss) income from continuing operations (g) | | $ | (0.38 | ) | | $ | (0.09 | ) | | $ | (0.17 | ) | | $ | (0.64 | ) |
| | | | | | | | | | | | | | | | |
Weighted average common shares outstanding – basic and diluted | | | 50,120 | | | | | | | | | | | | 50,120 | |
See accompanying notes to unaudited pro forma financial information.
FIRST POTOMAC REALTY TRUST
Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2011
(Unaudited, amounts in thousands, except per share amounts)
| | | | | | | | | | | | | | | | |
| | Historical (d) | | | I-66 Commerce Center (e) | | | Industrial Portfolio (f) | | | Pro Forma | |
Revenues: | | | | | | | | | | | | | | | | |
Rental | | $ | 138,261 | | | $ | (2,290 | ) | | $ | (22,798 | ) | | $ | 113,173 | |
Tenant reimbursements and other | | | 32,929 | | | | (442 | ) | | | (5,718 | ) | | | 26,769 | |
| | | | | | | | | | | | | | | | |
Total revenues | | | 171,190 | | | | (2,732 | ) | | | (28,516 | ) | | | 139,942 | |
| | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | |
Property operating | | | 41,123 | | | | (256 | ) | | | (6,091 | ) | | | 34,776 | |
Real estate taxes and insurance | | | 16,563 | | | | (183 | ) | | | (2,328 | ) | | | 14,052 | |
General and administrative | | | 16,027 | | | | — | | | | — | | | | 16,027 | |
Acquisition costs | | | 5,042 | | | | — | | | | — | | | | 5,042 | |
Depreciation and amortization | | | 59,997 | | | | (696 | ) | | | (8,506 | ) | | | 50,795 | |
Contingent consideration related to acquisition of property | | | (1,487 | ) | | | — | | | | — | | | | (1,487 | ) |
| | | | | | | | | | | | | | | | |
Total operating expenses | | | 137,265 | | | | (1,135 | ) | | | (16,925 | ) | | | 119,205 | |
| | | | | | | | | | | | | | | | |
Operating income | | | 33,925 | | | | (1,597 | ) | | | (11,591 | ) | | | 20,737 | |
| | | | | | | | | | | | | | | | |
Other expenses, net: | | | | | | | | | | | | | | | | |
Interest expense | | | 41,367 | | | | (1,048 | ) | | | (1,652 | ) | | | 38,667 | |
Interest and other income | | | (5,290 | ) | | | — | | | | 4 | | | | (5,286 | ) |
Equity in earnings of affiliates | | | (20 | ) | | | — | | | | — | | | | (20 | ) |
| | | | | | | | | | | | | | | | |
Total other expenses, net | | | 36,057 | | | | (1,048 | ) | | | (1,648 | ) | | | 33,361 | |
| | | | | | | | | | | | | | | | |
(Loss) income from continuing operations before income taxes | | | (2,132 | ) | | | (549 | ) | | | (9,943 | ) | | | (12,624 | ) |
| | | | | | | | | | | | | | | | |
Benefit from income taxes | | | 633 | | | | — | | | | — | | | | 633 | |
| | | | | | | | | | | | | | | | |
(Loss) income from continuing operations | | $ | (1,499 | ) | | $ | (549 | ) | | $ | (9,943 | ) | | $ | (11,991 | ) |
| | | | | | | | | | | | | | | | |
Basic and diluted earnings per common share: | | | | | | | | | | | | | | | | |
(Loss) income from continuing operations (g) | | $ | (0.21 | ) | | $ | (0.01 | ) | | $ | (0.20 | ) | | $ | (0.42 | ) |
| | | | | | | | | | | | | | | | |
Weighted average common shares outstanding – basic and diluted | | | 49,323 | | | | | | | | | | | | 49,323 | |
See accompanying notes to unaudited pro forma financial information.
FIRST POTOMAC REALTY TRUST
Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2010
(Unaudited, amounts in thousands, except per share amounts)
| | | | | | | | | | | | | | | | |
| | Historical (d) | | | I-66 Commerce Center (e) | | | Industrial Portfolio (f) | | | December 31, 2010 Pro Forma | |
Revenues: | | | | | | | | | | | | | | | | |
Rental | | $ | 107,808 | | | $ | (2,290 | ) | | $ | (20,877 | ) | | $ | 84,641 | |
Tenant reimbursements and other | | | 25,955 | | | | (473 | ) | | | (5,558 | ) | | | 19,924 | |
| | | | | | | | | | | | | | | | |
Total revenues | | | 133,763 | | | | (2,763 | ) | | | (26,435 | ) | | | 104,565 | |
| | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | |
Property operating | | | 31,606 | | | | (286 | ) | | | (5,311 | ) | | | 26,009 | |
Real estate taxes and insurance | | | 12,431 | | | | (189 | ) | | | (2,226 | ) | | | 10,016 | |
General and administrative | | | 14,523 | | | | — | | | | — | | | | 14,523 | |
Acquisition costs | | | 7,169 | | | | — | | | | — | | | | 7,169 | |
Depreciation and amortization | | | 41,217 | | | | (696 | ) | | | (7,728 | ) | | | 32,793 | |
Impairment of real estate assets | | | 2,386 | | | | — | | | | (2,386 | ) | | | — | |
Contingent consideration related to acquisition of property | | | 710 | | | | — | | | | — | | | | 710 | |
| | | | | | | | | | | | | | | | |
Total operating expenses | | | 110,042 | | | | (1,171 | ) | | | (17,651 | ) | | | 91,220 | |
| | | | | | | | | | | | | | | | |
Operating income | | | 23,721 | | | | (1,592 | ) | | | (8,784 | ) | | | 13,345 | |
| | | | | | | | | | | | | | | | |
Other expenses, net: | | | | | | | | | | | | | | | | |
Interest expense | | | 33,397 | | | | (1,031 | ) | | | (1,078 | ) | | | 31,288 | |
Interest and other income | | | (630 | ) | | | — | | | | 5 | | | | (625 | ) |
Equity in losses of affiliates | | | 124 | | | | — | | | | — | | | | 124 | |
Gain on early retirement of debt | | | (164 | ) | | | — | | | | — | | | | (164 | ) |
| | | | | | | | | | | | | | | | |
Total other expenses, net | | | 32,727 | | | | (1,031 | ) | | | (1,073 | ) | | | 30,623 | |
| | | | | | | | | | | | | | | | |
(Loss) income from continuing operations before income taxes | | | (9,006 | ) | | | (561 | ) | | | (7,711 | ) | | | (17,278 | ) |
| | | | | | | | | | | | | | | | |
Provision for income taxes | | | (31 | ) | | | — | | | | — | | | | (31 | ) |
| | | | | | | | | | | | | | | | |
(Loss) income from continuing operations | | $ | (9,037 | ) | | $ | (561 | ) | | $ | (7,711 | ) | | $ | (17,309 | ) |
| | | | | | | | | | | | | | | | |
Basic and diluted earnings per common share: | | | | | | | | | | | | | | | | |
(Loss) income from continuing operations (g) | | $ | (0.26 | ) | | $ | (0.01 | ) | | $ | (0.21 | ) | | $ | (0.48 | ) |
| | | | | | | | | | | | | | | | |
Weighted average common shares outstanding – basic and diluted | | | 36,984 | | | | | | | | | | | | 36,984 | |
See accompanying notes to unaudited pro forma financial information.
Notes to Unaudited Pro Forma Financial Information
The following pro forma adjustments are included in the unaudited pro forma condensed consolidated balance sheet and /or the unaudited pro forma condensed consolidated statements of operations:
(a) Reflects the consolidated historical balance sheet of the Company as of March 31, 2013, as contained in the historical consolidated financial statements and notes thereto presented in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.
The pro forma adjustments to the Company’s consolidated balance sheet as of March 31, 2013 are as follows:
(b) Represents adjustments to reflect the sale of I-66 Commerce Center as follows:
| • | | The elimination of the assets and liabilities of I-66 Commerce Center as if the sale had occurred on March 31, 2013. |
| • | | The $7.3 million of additional cash used to sell I-66 Commerce Center as the balance of the indebtedness secured by I-66 Commerce Center exceeded the proceeds received in its sale. The company used net proceeds from the sale of I-66 Commerce Center, available cash of $3.2 million and $4.1 million of cash that was funded through a $5.0 million draw under its unsecured revolving credit facility to prepay $19.8 million of the Jackson Life Loan secured by I-66 Commerce Center, prepay $1.9 million of additional principal under the Jackson Life Loan and a $2.4 million prepayment penalty. |
| • | | A $2.3 million gain on the sale of I-66 Commerce Center, which was offset by a $2.4 million penalty on the prepayment of the indebtedness secured by I-66 Commerce Center. |
(c) Represents adjustments to reflect the sale of the Industrial Portfolio as follows:
| • | | The elimination of the assets and liabilities of the Industrial Portfolio as if the sale had occurred on March 31, 2013. |
| • | | The receipt of net proceeds of approximately $183.7 million, which reflects the repayment of mortgage and other indebtedness secured by the Industrial Portfolio and the payment of transaction costs and the escrow of approximately $28 million of net proceeds that are being held by a qualified intermediary in order to facilitate a potential tax-free exchange under Section 1031 of the Internal Revenue Code in the event the Company identifies an acquisition opportunity. |
| • | | A gain of approximately $16 million on the sale of the Industrial Portfolio, which was partially offset by $1.9 million of losses associated with prepaying the indebtedness secured by Candlewood and Northridge under the Jackson Life Loan. |
(d) Reflects the consolidated statements of operations of the Company for the three months ended March 31, 2013 and the years ended December 31, 2012, 2011 and 2012, as contained in the historical consolidated financial statements and notes thereto presented in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 and the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, respectively.
The pro forma adjustments to the Company’s consolidated statements of operations for the three months ended March 31, 2013 the years ended December 31, 2012, 2011 and 2010, are as follows:
(e) Represents adjustments to reflect the sale of I-66 Commerce Center as follows:
| • | | The elimination of revenues and expenses of I-66 Commerce Center for the periods presented. |
| • | | The adjustment of interest expense to reflect the Company’s statements of operations as if (i) the prepayment of the $19.8 million of the Jackson Life Loan secured by I-66 Commerce Center, (ii) the $5.0 million draw under the Company’s unsecured revolving credit facility and (iii) the $1.9 million prepayment of additional principal secured by other properties under the Jackson Life Loan, which was a condition of prepayment of the loan balance that was secured by I-66 Commerce Center under the terms of the Jackson Life Loan, each occurred on January 1, 2010. |
(f) Represents adjustments to reflect the sale of the Industrial Portfolio as follows:
| • | | The elimination of revenues and expenses of the Industrial Portfolio for the periods presented. |
| • | | The adjustment of interest expense to reflect the Company’s statements of operations as if (i) the repayment of a $14.1 million mortgage loan that encumbered Candlewood, (ii) the prepayment of the $6.6 million of the Jackson Life Loan secured by Northridge, and (iii) the $0.6 million prepayment of additional principal secured by other properties under the Jackson Life Loan, which was a condition of prepayment of the loan balance that was secured by Northridge under the terms of the Jackson Life Loan, each occurred on January 1, 2010. The consolidated statements of operations do not assume any interest income on the estimated net cash proceeds from the sale of the Industrial Portfolio. |
| (g) | For the historical and pro forma amounts, the per share amounts include the impact of dividends on the Company’s preferred shares to arrive at net loss attributable to common shareholders per share reflected for each of the periods presented. |