UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended September 30, 1999
( ) Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
----------------------
Commission file number 1-12630
CENTERPOINT PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
Maryland 36-3910279
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1808 Swift Road, Oak Brook, Illinois 60523-1501
(Address of principal executive offices)
(630) 586-8000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. Yes X No_______
Number of Common Shares of Beneficial Interest outstanding as of November 15,
1999: 20,620,302.
PART 1. FINANCIAL INFORMATION
This Form 10-Q reflects the Company's restatement of earnings as announced in
our September 28, 1999 press release, attached as exhibit 99 to this form 10-Q.
ITEM 1. FINANCIAL STATEMENTS
CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT FOR SHARE INFORMATION)
(UNAUDITED)
ASSETS
SEPTEMBER 30, DECEMBER 31,
1999 1998 AS REVISED
------------- ---------------
Assets:
Investment in real estate:
Land and leasehold $ 156,810 $ 132,270
Buildings 614,645 504,895
Building improvements 115,296 94,474
Furniture, fixtures, and equipment 20,289 18,817
Construction in progress 29,299 18,401
----------- -----------
936,339 768,857
Less accumulated depreciation and amortization 80,615 62,257
----------- -----------
Net investment in real estate 855,724 706,600
Cash and cash equivalents 6,110 475
Restricted cash and cash equivalents 23,686 33,056
Tenant accounts receivable, net 22,592 18,067
Mortgage notes receivable 2,933 901
Investment in and advances to affiliate 99,637 43,796
Prepaid expenses and other assets 5,943 4,030
Deferred expenses, net 14,624 10,681
----------- -----------
$ 1,031,249 $817,606
=========== =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Mortgage notes payable $ 92,535 $ 103,520
Senior unsecured debt 200,000 100,000
Tax-exempt debt 55,000 75,540
Line of credit 156,300 77,600
Convertible subordinated debentures payable - 8,058
Preferred dividends payable 1,060 1,060
Accounts payable 12,318 7,986
Accrued expenses 42,997 31,060
Rents received in advance and security deposits 5,941 5,323
----------- -----------
566,151 410,147
----------- -----------
Commitments and contingencies
Shareholders' equity:
Series A preferred shares of beneficial interest, $.001 par value, 10,000,000 shares
authorized; 3,000,000 issued and outstanding having a liquidation
preference of $25 per share ($75,000) 3 3
Series B convertible preferred shares of beneficial interest, $.001 par value;
1,000,000 issued and outstanding having a liquidation preference of
$50 per share ($50,000) 1
Common shares of beneficial interest, $.001 par value, 47,727,273 shares
authorized; 20,620,302 and 18,753,474 issued and outstanding, respectively 21 19
Class B common shares of beneficial interest, $.001 par value, 2,272,727
shares authorized; 0 and 1,398,088 issued and outstanding, respectively 1
Additional paid-in-capital 505,685 449,229
Retained earnings (deficit) (40,353) (41,497)
Unearned compensation - restricted stock (259) (296)
----------- ------------
Total shareholders' equity 465,098 407,459
---------- ----------
$1,031,249 $ 817,606
========== =========
The accompanying notes are an integral part of these consolidated
financial statements.
2
CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT FOR SHARE INFORMATION)
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------- -------------
1999 1998 AS REVISED 1999 1998 AS REVISED
------ ----------------- ------ ---------------
Revenue:
Operating and investment revenue:
Minimum rents $ 23,810 $ 20,009 $ 66,751 $ 56,392
Straight-line rents 1,402 742 3,667 3,263
Expense reimbursements 7,228 5,737 20,025 17,310
Mortgage interest income 42 134 450 934
----------- ------------ ----------- ----------
Total operating and investment revenue 32,482 26,622 90,893 77,899
--------- --------- --------- ---------
Other Revenue:
Real estate fee income 6,058 844 12,424 3,152
Equity in net income of affiliate 1,506 (362) 2,379 (580)
---------- ----------- ---------- -----------
Total other revenue 7,564 482 14,803 2,572
---------- ---------- --------- ---------
Total revenue 40,046 27,104 105,696 80,471
--------- -------- -------- ---------
Expenses:
Real estate taxes 7,685 5,786 21,377 17,735
Property operating and leasing 3,455 2,674 10,318 9,426
General and administrative 932 969 2,777 2,960
Depreciation and amortization 6,774 5,392 19,993 15,273
Interest expense:
Interest incurred, net 4,766 3,759 14,144 9,743
Amortization of deferred financing costs 527 409 1,489 1,335
----------- ---------- ---------- -----------
Total expenses 24,139 18,989 70,098 56,472
--------- -------- -------- --------
Operating income 15,907 8,115 35,598 23,999
Other income (expenses):
Gain on the sale of real estate 246 694 1,402
Other income (expense) 32 (7) 5 (44)
----------- ------------ ----------- ----------
Income before extraordinary item 16,185 8,108 36,297 25,357
Extraordinary item (582)
----------- ------------ ----------- ----------
Net income 16,185 8,108 35,715 25,357
Preferred dividends (2,539) (1,590) (5,791) (4,770)
-------- --------- --------- ---------
Net income available to common shareholders $ 13,646 $ 6,518 $ 29,924 $ 20,587
======== ======== ======== ========
Per share income before extraordinary item:
Basic $0.67 $0.32 $1.51 $1.04
Diluted $0.67 $0.32 $1.51 $1.03
Per share net income available to common shareholders:
Basic $0.67 $0.32 $1.48 $1.04
Diluted $0.67 $0.32 $1.48 $1.03
Distributions per common share $0.475 $0.438 $1.425 $1.313
The accompanying notes are an integral part of these consolidated financial
statements.
3
CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
NINE MONTHS ENDED
SEPTEMBER 30,
-------------
1999 1998 AS REVISED
-------- -----------------
Cash flows from operating activities:
Net income $ 35,715 $ 25,357
Adjustments to reconcile net income to net cash provided
by operating activities:
Extraordinary item 582
Bad debts 439 200
Depreciation 18,579 14,283
Amortization of deferred financing costs 1,489 1,335
Other amortization 1,415 990
Straight-line rents (3,667) (3,263)
Incentive stock awards 37 152
Interest on converted debentures 108 35
Equity in net (income) loss of affiliate (2,379) 580
Net changes in:
Tenant accounts receivable (1,337) (2,915)
Prepaid expenses and other assets (391) (608)
Rents received in advance and security deposits 388 683
Accounts payable and accrued expenses 9,075 8,340
-------- ---------
Net cash provided by operating activities 60,053 45,169
-------- ---------
Cash flows from investing activities:
Change in restricted cash and cash equivalents 10,371 5,256
Acquisition of real estate (118,824) (65,408)
Additions to construction in progress (28,106) (26,741)
Improvements and additions to properties (38,407) (17,588)
Disposition of real estate 24,104 29,104
Change in deposits on acquisitions (1,567) (1,279)
Issuance of mortgage notes receivable (2,050) (17,466)
Repayment of mortgage notes receivable 18 24,375
Investment in and advances to affiliate (53,462) (8,305)
Receivables from affiliates and employees 39 44
Additions to deferred expenses (7,565) (4,358)
-------- ---------
Net cash used in investing activities (215,449) (82,366)
-------- ---------
Cash flows from financing activities:
Proceeds from sale of preferred shares 50,000 25,095
Proceeds from sale of common shares 760
Offering costs paid (2,332) (352)
Proceeds from issuance of unsecured notes payable 100,000 100,000
Proceeds from issuance of mortgage notes payable 21,605
Proceeds from line of credit 262,000 93,900
Repayment of mortgage notes payable (32,590) (117)
Repayment of revenue bonds (20,540)
Repayment of line of credit (183,300) (147,600)
Repayment of notes payable (33)
Distributions (34,571) (30,652)
Conversion of convertible subordinated debentures payable (1)
-------- ---------
Net cash provided by financing activities 161,031 40,241
-------- ---------
Net change in cash and cash equivalents 5,635 3,044
Cash and cash equivalents, beginning of the year 475 1,652
-------- ---------
Cash and cash equivalents, end of period $ 6,110 $ 4,696
========= ========
The accompanying notes are an integral part of these consolidated
financial statements.
4
CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
BASIS OF PRESENTATION:
These unaudited Consolidated Financial Statements of CenterPoint Properties
Trust, a Maryland real estate investment trust, and subsidiaries (the
"Company"), have been prepared pursuant to the Securities and Exchange
Commission ("SEC") rules and regulations and should be read in conjunction with
the December 31, 1998 Financial Statements and Notes thereto included in the
Company's annual report on Form 10-K. The following Notes to Consolidated
Financial Statements highlight significant changes from the Notes included in
the December 31, 1998 Audited Financial Statements included in the Company's
annual report on Form 10-K and present interim disclosures as required by the
SEC. The accompanying Consolidated Financial Statements reflect, in the opinion
of management, all adjustments necessary for a fair presentation of the interim
financial statements. Except for the revisions to previously issued financial
statements described in Note 12, all such adjustments are of a normal and
recurring nature.
The consolidated statements of operations and statements of cash flows for prior
periods have been reclassified to conform with current classifications with no
effect on results of operations or cash flows.
1. PREFERRED SHARES, COMMON SHARES OF BENEFICIAL INTEREST AND RELATED
TRANSACTIONS
In January, February and August, 1999, 536,981, 784,305 and 76,802 of the
Company's Class B common shares, respectively, were converted by the holder of
the Class B common shares into 536,981, 784,305 and 76,802 common shares.
In June, 1999, the Company completed a public offering of 1,000,000 shares of
7.50% Series B Convertible Cumulative Redeemable Preferred Shares at $50.00 per
share. The shares have no maturity date, but may be redeemed by the Company for
$50.00 per share after June 30, 2004. The shares are convertible into common
shares at a conversion price of $43.50 per common share, equivalent to a
conversion rate of 1.1494 to 1. The net proceeds of the offering, approximately
$48.0 million, were used to refund outstanding balances under the Company's
unsecured line of credit.
During the first nine months of 1999, $8.1 million of the Company's 8.22%
Convertible Subordinated Debentures were converted into 441,513 shares. The
Company redeemed all of its outstanding Debentures on September 24, 1999, and
all but $200 was converted prior to that date. The balance were redeemed.
2. RECENT PRONOUNCEMENTS
In May, 1998, the FASB issued SFAS Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement, effective for financial
statements for fiscal years beginning after June 15, 2000, provides a
comprehensive and consistent standard for the recognition and measurement of
derivatives and hedging activities. The Company currently has no derivatives
outstanding.
3. ACQUISITION AND DISPOSITION OF REAL ESTATE
In February, 1999, the Company disposed of a property, located in Chicago,
Illinois, for approximately $3.7 million. The disposition of the property
qualified for treatment as a tax-free exchange under the Internal Revenue Code.
Also in February, 1999, the Company purchased a property, located in Forest
Park, Illinois, for approximately $4.3 million.
In March, 1999, the Company purchased three properties. The first property,
located in Yorkville, Wisconsin, was purchased for approximately $3.8 million
with proceeds from the tax-free exchange account. The second property, located
in Willowbrook, Illinois, was purchased for approximately $4.2 million with
proceeds from the tax-free exchange account. The third property, located in
Munster, Indiana, was purchased for approximately $9.6 million.
In May, 1999, the Company purchased 42 properties. The first property, a 368,215
square foot facility, located in Carol Stream, Illinois was purchased for
approximately $8.3 million. The next 10 properties, totaling 121,408 square
feet, were purchased as a portfolio for approximately $10.0 million. The
portfolio consists of 10 industrial land parcels, used as bus terminals. All of
the properties are located in Illinois, throughout the Chicago Region. The next
31 properties, totaling 1,245,494 square feet, were purchased as a portfolio for
approximately $44.0 million. The portfolio properties are located in Illinois,
throughout the Chicago region. Also in May, 1999, the Company sold a property
located in Edwardsville, Illinois for approximately $19.5 million. These
proceeds were used to repay borrowings from the Company's unsecured line of
credit.
In June, 1999, the Company purchased three properties. The first property,
located in Elk Grove Village, Illinois, was purchased for approximately $2.3
million. The second property, located in Milwaukee, Wisconsin was purchased for
approximately $2.7 million. The third property, located in Elk Grove, Illinois,
was purchased for approximately $3.4 million.
In July, 1999, the Company purchased one property located in Milwaukee,
Wisconsin for approximately $4.6 million.
In September, 1999, the Company disposed of one property located in Franklin
Park, Illinois, for approximately $2.2 million. Also in September, the Company
purchased one property located in Northlake, Illinois for approximately $13.7
million.
6
Unless otherwise noted, all of the above mentioned purchases of properties were
funded with proceeds from the company's unsecured line of credit.
4. INVESTMENT IN AND ADVANCES TO AFFILIATE
The Company holds approximately 99% of the economic interest in CenterPoint
Realty Services Corporation ("CRS"), an unconsolidated taxable subsidiary, in
the form of non-voting common equity. CRS and its subsidiaries engage in
businesses and services which compliment the Company's business, including the
provision of services and commodities to tenants of the Company, the development
of real property and the management of properties owned by third parties. Income
from these activities, received by REITs and their qualified REIT subsidiaries,
is limited under current REIT tax regulations.
As of September 30, 1999, the Company had advanced to CRS approximately $93.4
million under a series of demand loans with interest rates ranging from 8.0% to
11.1%. CRS used the proceeds of the loans towards development projects currently
under construction and the purchase of land held for future development.
Principal and interest are due upon demand.
The Company either purchases development projects from CRS or CRS sells
development projects to independent third parties. Projects undertaken by CRS
are developed under guaranteed maximum price contracts, substantially
eliminating any construction risk.
5. SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS (IN THOUSANDS)
Supplemental disclosures of cash flow information for the nine months ended
September 30, 1999 and 1998:
1999 1998
------------ ------------
Interest paid $ 11,511 $ 8,396
Interest capitalized 1,351 1,611
In conjunction with the acquisition of real estate, for the nine months ended
September 30, 1999 and 1998 the Company acquired the following asset and assumed
the following liability amounts:
1999 1998
------------ ----------
Purchase of real estate $ 121,586 $ 88,722
Mortgage notes assumed (20,586)
Liabilities, net of other assets (2,762) (2,728)
----------- ----------
Acquisition of real estate $ 118,824 $ 65,408
=========== ==========
In conjunction with the disposition of real estate, the Company disposed of the
following asset and liability amounts for the nine months ended September 30,
1999 and 1998:
7
1999 1998
------------ ----------
Disposal of real estate $ 24,529 $ 29,575
Liabilities, net of other assets (425) (471)
----------- ----------
Disposition of real estate $ 24,104 $ 29,104
=========== ==========
Conversion of convertible subordinated debentures payable for the nine months
ended September 30, 1999 and 1998:
1999 1998
------------- ------------
Convertible subordinated debentures converted $ 8,058 $ 3,157
Common shares issued at $18.25 per share
441,513 and 172,901, respectively 8,057 3,157
------------- -----------
Cash disbursed for fractional shares $ 1 $ -
============= ===========
6. SENIOR UNSECURED DEBT
On March 15, 1999 the Company issued $100 million, 7.142% senior unsecured notes
due March 15, 2004. The net proceeds of $99.3 million were used to repay
substantially all amounts then outstanding under the Company's unsecured line of
credit.
7. TAX-EXEMPT DEBT
On June 29, 1999, the Company refinanced the $20.5 million tax-exempt debt
secured by Lake Shore Dunes Apartments with a 35 year assumable, HUD
non-recourse tax-exempt and taxable debt for approximately the same amount with
a fixed interest rate of 6.195%. This refinancing resulted in the write-off of
$0.6 million in unamortized financing fees which are reflected as an
extraordinary item in the consolidated statements of operations.
8. COMMITMENTS AND CONTINGENCIES
In the normal course of business, from time to time, the Company is involved in
legal actions relating to the ownership and operations of its properties. In
management's opinion, the liabilities, if any, that may ultimately result from
such legal actions are not expected to have a materially adverse effect on the
consolidated financial position, results of operations and liquidity of the
Company.
The Company has entered into other contracts for the acquisition of properties.
Each acquisition is subject to satisfactory completion of due diligence and, in
the case of development projects, completion and occupancy of the projects.
At September 30, 1999, five of the properties owned by the Company are subject
to purchase options held by certain tenants. The purchase options are
exercisable at various intervals through 2006 for amounts that are greater than
the net book value of the assets. Management is not currently aware of planned
exercises of options and believes that any potential exercises would not
materially affect the results or prospects of the Company.
8
9. SUBSEQUENT EVENTS
In October 1999, the Company disposed of a property, located in Naperville,
Illinois, for approximately $13 million and qualified for treatment as a
tax-free exchange under the Internal Revenue Code.
Also, in October, 1999, the company purchased two properties. The first
property, located in Arlington Heights, Illinois, was purchased for
approximately $4.2 million. The second, located in Itasca, Illinois, was
purchased for approximately $1.6 million. Both purchases were funded with
proceeds from the Company's unsecured line of credit.
10. EARNINGS PER COMMON SHARE
The following are the reconciliations of the numerators and denominators of the
basic and diluted earnings per share for the three months ended September 30,
1999 and 1998 and the nine months ended September 30, 1999 and 1998.
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
--------------------------------- -------------------------------
1999 1998 AS REVISED 1999 1998 AS REVISED
--------------------------- -------- ------------------
(in thousands, except for share data)
Numerators:
Income before extraordinary item $ 16,185 $ 8,108 $ 36,297 $ 25,357
Dividends on preferred shares (2,539) (1,590) (5,791) (4,770)
------------ ------------ ------------ ------------
Income before extraordinary item - for basic EPS 13,646 6,518 30,506 20,587
Dividends on convertible preferred shares 949 1,021
------------ ------------ ------------ ------------
Income before extraordinary item - for diluted EPS $ 14,595 $ 6,518 $ 31,527 $ 20,587
============ ============ ============ ============
Net income $ 16,185 $ 8,108 $ 35,715 $ 25,357
Dividends on preferred shares (2,539) (1,590) (5,791) (4,770)
------------ ------------ ------------ ------------
Net income available to common shareholders - for
basic EPS 13,646 6,518 29,924 20,587
Dividends on convertible preferred shares 949 1,021
------------ ------------ ------------ ------------
Net income available to common shareholders - for
diluted EPS $ 14,595 $ 6,518 $ 30,945 $ 20,587
============ ============ ============ ============
Denominators:
Weighted average common shares outstanding - for
basic EPS 20,285,963 20,103,160 20,211,684 19,771,256
Effect of convertible preferred shares 1,149,425 421,035
Effect of share options 257,497 227,618 244,638 235,890
------------ ------------ ------------ ------------
Weighted average common shares outstanding - for
diluted EPS 21,692,885 20,330,778 20,877,357 20,007,146
============ ============ ============ ============
The assumed conversion of the convertible subordinated debentures into common
shares for purposes of computing diluted earnings per share by adding interest
expense for the debentures to the numerators, and adding assumed share
conversions to the denominators for the three months ended September 30, 1999
and 1998 and the nine months ended September 30, 1999 and 1998 would be
anti-dilutive.
9
11. PRO FORMA FINANCIAL INFORMATION
Due to the effect of securities offerings in June, 1999, March, 1998, and April
1998, and the 1998 and 1999 acquisitions and dispositions of properties, the
historical results are not indicative of the future results of operations. The
following unaudited pro forma information for the nine months ended September
30, 1999 and 1998 is presented as if the 1998 and 1999 acquisitions and
dispositions, the 1998 and 1999 securities offerings, and the corresponding
repayment of certain debt had all occurred on January 1, 1998 (or the date the
property first commenced operations with a third party tenant, if later). The
pro forma information is based upon historical information and does not purport
to present what actual results would have been had the offerings and related
transactions, in fact, occurred at January 1, 1998, or to project results for
any future period.
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
1999 1998 AS REVISED
---- ---------------
(in thousands, except for share and per share data)
Total revenues $ 110,126 $ 92,141
Total expenses 72,298 64,943
--------- ----------
Income before extraordinary item 37,828 27,198
Preferred dividends (7,594) (7,489)
---------- -----------
Income before extraordinary item
available to common shareholders $ 30,234 $ 19,709
======== =========
Per share income before extraordinary
available to common shareholders:
Basic $ 1.47 $ 0.98
Diluted $ 1.37 $ 0.92
Weighted average common shares
outstanding - basic 20,211,684 20,016,681
Weighted average common shares
outstanding - diluted 21,605,747 21,401,996
12. RESTATEMENT
During the third quarter, the Company determined that it had recognized certain
participation, assignment, consulting and financing fees in periods in advance
of that permitted and has revised its previously issued financial statements
accordingly. In addition, the Company revised previously issued financial
statements to recognize, for financial reporting purposes, certain gains in
connection with tax-deferred exchanges that had not been previously recognized.
The financial statement revisions effected only the timing of fee revenue and
had no effect on previously reported cash flow or on the total fee revenue to be
recognized.
10
The effect of this revised reporting on the Company's condensed balance sheets
as of December 31, 1998, and condensed statements of operations, net income and
earnings per share as of September 30, 1998 is as follows (in thousands, except
for per share data):
PERIOD ENDED DECEMBER 31, 1998
-----------------------------
PREVIOUSLY AS
REPORTED REVISED
-------- -------
Condensed Balance Sheets:
Investment in real estate, net $685,476 $706,600
Mortgage notes receivable 20,353 901
Other assets 116,107 110,105
--------- ---------
Total assets $821,936 $817,606
======== ========
Long term debt $364,718 $364,718
Other liabilities 45,179 45,429
Shareholders' equity 412,039 407,459
--------- ---------
Total liabilities and
shareholders' equity $821,936 $817,606
======== ========
NINE MONTHS ENDED SEPTEMBER 30, 1998
-------------------------------------
PREVIOUSLY AS
REPORTED REVISED
-------- -------
Condensed Statements of Operations:
Operating and investment revenue $ 77,785 $ 77,899
Other revenue 6,083 2,572
--------- ---------
Total revenue 83,868 80,471
Operating expenses (56,472) (56,472)
Other income (expense) (45) 1,358
---------- ----------
Net income $ 27,351 $ 25,357
========= =========
Net income available to common shareholders per share:
Net income per share- basic $ 1.14 $ 1.04
Net income per share- diluted $ 1.13 $ 1.03
11
THREE MONTHS ENDED SEPTEMBER 30, 1998
-------------------------------------
PREVIOUSLY AS
REPORTED REVISED
---------- -------
Condensed Statements of Operations:
Operating and investment revenue $ 26,558 $ 26,622
Other revenue 2,008 482
--------- -------
Total revenue 28,566 27,104
Operating expenses (18,989) (18,989)
Other income (expense) (7) (7)
--------- -------
Net income $ 9,570 $ 8,108
======== ========
Net income available to common shareholders per share:
Net income per share- basic $ .40 $ .32
Net income per share- diluted $ .39 $ .32
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION.
The following is a discussion of the historical operating results of the
Company. The discussion should be read in conjunction with the Form 10-K filed
for the fiscal year ended December 31, 1998 and the unaudited financial
statements presented with this Form 10-Q.
The Company announced in the 3rd quarter 1999 that it was restating previously
audited and unaudited financial statements for the years 1997, 1998 and 1999.
The Company's independent accountants, PricewaterhouseCoopers LLP, are in
concurrence with these changes. See Exhibit 99 to this Form 10-Q.
The restatement reflects the recognition of gains, for financial reporting
purposes, on certain completed sales structured as tax-deferred exchanges under
Section 1031 of the Internal Revenue Code, where gains are not recognized for
tax purposes. Secondly, the restatement reflects the timing of gain recognition
from other property sales related to the Company's development activity. While
the timing of the reported gains from these latter transactions has been
shifted, the aggregate gain remains unchanged and no cash or tax effect has
resulted. However, $3.5 million in net income originally reported in 1998 has
been shifted into the third quarter of 1999.
RESULTS OF OPERATIONS
COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 1999 TO THREE MONTHS ENDED
SEPTEMBER 30, 1998.
REVENUES
Total revenues increased by $12.9 million or 47.7% over the same period last
year.
In the third quarter of 1999, 92.3% of total revenues of the Company were
derived primarily from base rents, straight-line rents, expense reimbursements
and mortgage income (operating and investment revenue), pursuant to the terms of
tenant leases and mortgages held for space at the warehouse/industrial
properties. This ratio is lower than prior periods due to a large increase in
total revenues from non-operating and investment revenue sources.
Operating and investment revenues increased by $5.9 million in the third quarter
of 1999. A portion of the increase from the prior year is due to income from
fifty-three acquired properties and two completed build-to-suits in the first
nine months of 1999, totaling 3.9 million square feet, net of three owned
property dispositions as of September 30, 1999. The remainder of the increase
was attributable to a full period of income from the 1998 acquisition of thirty
properties and one completed build-to-suit property, totaling 3.2 million square
feet, net of five property dispositions.
13
Other revenues increased $7.1 million due to increased real estate fee income
earned by the Company in connection with build-to-suit, development and leasing
activities and increased property and build-to suit sales by the Company's
unconsolidated affiliate.
OPERATING AND NONOPERATING EXPENSES
Real estate tax expense and property operating and leasing expense increased by
$2.7 million from period to period. The majority of the increase, $1.9 million,
resulted from a full period of real estate taxes on 1998 acquisitions and a
partial period of real estate taxes on 1999 acquisitions, net of dispositions.
Property operating and leasing costs also increased. However, property operating
and leasing costs as a percentage of total revenues decreased from 9.9% to 8.6%
when comparing the third quarter of 1998 to the third quarter of 1999 due mainly
to efficiencies realized by the Company.
General and administrative expenses decreased slightly when comparing periods
despite the growth of the Company. As a percentage of total revenues, general
and administrative expenses decreased from 3.6% to 2.3% when comparing the third
quarter of 1998 to the third quarter of 1999 due to efficiencies realized by the
Company and increased total revenues.
Depreciation and amortization increased by $1.4 million due to a full period of
depreciation on 1998 acquisitions and partial period depreciation on 1999
acquisitions.
Interest incurred increased by approximately $1.0 million over the same period
last year due to higher average balances outstanding in the third quarter of
1999 compared to 1998.
Gains on the sale of real estate increased in the third quarter of 1999 due to
the sale of one property. There were no real estate sales in the third quarter
of 1998. Other income (expenses) remained consistent when comparing periods.
NET INCOME AND OTHER MEASURES OF OPERATIONS
Net income increased $8.1 million or 100% due to the increase in operating and
investing revenue and other revenues, relating to build-to-suit development and
leasing activity.
Funds from operations (FFO) increased 77.7% from $12.1 million to $21.5
million from the third quarter of 1998 to the third quarter of 1999. These
FFO results include the effect of the restatement of $3.5 million from prior
periods to the third quarter of 1999. The National Association of Real Estate
Investment Trusts (NAREIT) defines funds from operations as net income before
extraordinary items plus depreciation and amortization less the amortization
of deferred financing costs. The Company considers FFO and FFO growth to be
one relevant measure of financial performance of equity REITs that provides a
relevant basis for comparison among REITs, and it is presented to assist
investors in analyzing the performance of the Company.
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When comparing the second quarter results of operations of properties owned at
July 1, 1998 with the results of operations of the same properties for the third
quarter 1999 (the "same property" portfolio), the Company recognized an increase
of approximately 5.4% in net operating income. This same store increase was due
to the timely lease up of vacant space, rental increases on renewed leases and
contractual increases in minimum rent under leases in place.
The Company assesses its operating results, in part, by comparing the Net
Revenue Margin between periods. Net Revenue Margin is calculated for the "in
service" portfolio by dividing net revenue (total operating and investment
revenue less real estate taxes and property operating and leasing expense) by
adjusted operating and investment revenue (operating and investment revenue less
expense reimbursements, adjusted for leases containing expense stops). This
margin indicates the percentage of revenue actually retained by the Company or,
alternatively, the amount of property related expenses not recovered by tenant
reimbursements. The margin for the third quarter of 1999 was 88.5% compared with
93.8% for the same period last year, decreasing due mainly to transitional
vacancy.
COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 1999 TO NINE MONTHS ENDED
SEPTEMBER 30, 1998.
REVENUES
Total revenues increased by $25.2 million or 31.3% over the same period last
year.
In the first nine months of 1999, 86.0% of total revenues of the Company were
derived primarily from base rents, straight-line rents, expense reimbursements
and mortgage income (operating and investment revenue), pursuant to the terms of
tenant leases and mortgages held for space at the warehouse/industrial
properties. This ratio is lower than prior periods due to a large increase in
total revenues non-operating and investment revenue sources.
Operating and investment revenues increased by $13.0 million in the first nine
months of 1999. A portion of the increase from the prior year is due to income
from fifty-three acquired properties and two completed build-to-suits in the
nine months of 1999, totaling 3.9 million square feet, net of three disposition
as of September 30, 1999. The remainder of the increase was attributable to a
full period of income from the 1998 acquisition of thirty properties and one
completed build-to-suit property, totaling 3.2 million square feet, net of five
property dispositions.
Other revenues increased $12.2 million due to increased real estate fee income
earned by the Company in connection with build-to-suit, development and leasing
activities and increased property and build-to suit sales by the Company's
unconsolidated affiliate.
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OPERATING AND NONOPERATING EXPENSES
Real estate tax expense and property operating and leasing expense increased by
$4.5 million from period to period. The majority of the increase, $3.6 million,
resulted from a full period of real estate taxes on 1998 acquisitions and a
partial period of real estate taxes on 1999 acquisitions, net of dispositions.
Property operating and leasing costs increased slightly. However, property
operating and leasing costs as a percentage of total revenues decreased from
11.7% to 9.8% when comparing the first nine months of 1998 to the first nine
months of 1999 due mainly to efficiencies realized by the Company and increase
total revenues.
General and administrative expenses decreased slightly when comparing periods
despite the growth of the Company. As a percentage of total revenues, general
and administrative expenses decreased from 3.7% to 2.6% when comparing the first
nine months of 1998 to the first nine months of 1999 due to efficiencies
realized by the Company.
Depreciation and amortization increased by $4.4 million due to a full period of
depreciation on 1998 acquisitions and partial period depreciation on 1999
acquisitions.
Interest incurred increased by approximately $4.4 million over the same period
last year due to higher average balances outstanding in the first nine months of
1999 compared to 1998.
Gain on the sale of real estate includes profits on the sale of three properties
for 1999 compared to five properties in 1998. Other income (expenses) remained
consistent when comparing periods.
Due to the refinancing of debt for the Lake Shore Dunes Apartments, the Company
wrote off unamortized financing costs related to the early extinguishment of the
original debt of $0.6 million.
NET INCOME AND OTHER MEASURES OF OPERATIONS
Net income increased $10.4 million or 40.8% due to the increase in operating and
investing revenue and other revenues, relating to build-to-suit development and
leasing activity.
Funds from operations (FFO) increased 47.0% from $35.4 million to $52.0 from the
first nine months of 1998 to the first nine months of 1999. These FFO results
include the effect of the restatement of $3.5 million from prior periods to the
third quarter of 1999.
When comparing the first half results of operations of properties owned at
January 1, 1998 with the results of operations of the same properties for the
first half of 1999 (the "same property" portfolio), the Company recognized an
increase of approximately 5.6% in net operating income. This same store increase
was due to the timely lease up of
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vacant space, rental increases on renewed leases and contractual increases
in minimum rent under leases in place.
The net revenue margin for the first nine months of 1999 was 87.4% compared with
89.0% for the same period last year.
LIQUIDITY AND CAPITAL RESOURCES
OPERATING AND INVESTMENT CASH FLOW
Cash flow generated from Company operations has historically been utilized for
working capital purposes and distributions, while proceeds from financings and
capital raises have been used to fund acquisitions and other capital costs. Cash
flow from operations during the first nine months of 1999 of $60.1 million, net
of $34.6 million of 1999 distributions, provided $25.5 million of retained
capital. The Company expects retained capital to fund a portion of future
investment activities.
For the first nine months of 1999, the Company's investment activities include
acquisitions of $118.8 million, advances for construction in progress of $28.1
million, and improvements and additions to properties of $38.4 million. These
activities were funded with dispositions of real estate of $24.1 million,
advances on the company's line of credit and a portion of the Company's retained
capital. Advances on the Company's line of credit also funded advances to
affiliate of $53.5 million for construction in progress.
EQUITY AND SHARE ACTIVITY
During the first nine months of 1999, the Company paid distributions on common
shares of $28.3 million or $1.425 per share and on class B common shares of $0.5
million or $1.461 per share. Also, in 1999, the Company paid dividends on Series
A Preferred Shares of $4.8 million or $1.59 per share and $1.0 million for
dividends on Series B Convertible Preferred Shares or $1.02 per share. The
following factors, among others, will affect the future availability of funds
for distribution: (i) scheduled increases in base rents under existing leases,
(ii) changes in minimum base rents attributable to replacement of existing
leases with new or replacement leases and (iii) restrictions under certain
covenants of the Company's unsecured line of credit.
DEBT CAPACITY
The Company has a $250 million unsecured credit facility co-led by Bank One and
Bank of America. As of November 9, 1999, the Company had outstanding borrowings
of approximately $187.8 million under the Company's unsecured line of credit
(approximately 13.7% of the Company's fully diluted total market
capitalization), and the Company had remaining availability of approximately
$62.2 million under its unsecured line of credit.
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At September 30, 1999, the Company's debt constituted approximately 38.3% of
its fully diluted total market capitalization. Also, the Company's debt
service coverage ratio remained high at 5.3 to 1, and the Company's fixed
charge coverage ratio was 3.7 to 1 due to preferred dividends. The Company's
fully diluted common equity market capitalization was approximately $695.9
million, and its fully diluted total market capitalization exceeded $1.3
billion. The Company's leverage ratios benefited during the first nine months
of 1999 from the conversion of approximately $8.1 million of its 8.22%
Convertible Subordinated Debentures, due 2004, to 441,513 common shares.
Standard and Poors, Duff & Phelps Credit Rating Co. and Moody's Investors
Service's have assigned investment grade ratings to the Company's convertible
subordinated notes and senior unsecured debt and preferred stock issuable
under the Company's shelf registration statement.
The Company has considered it's short-term (one year or less) capital needs,
in conjunction with its estimated future cash flow from operations and other
expected sources. The Company believes that its ability to fund operating
expenses, building improvements, debt service requirements and the minimum
distribution required to maintain the Company's REIT qualification under the
Internal Revenue Code.
Long-term (greater than one year) capital needs for property acquisitions,
scheduled debt maturities, major redevelopment projects, expansions, and
construction of build-to-suit properties will be supported, initially, by
draws on the Company's unsecured line of credit, followed by the issuance of
long-term unsecured indebtedness and the issuance of equity securities.
Management expects that a significant portion of the Company's investment
funds will be supplied by the proceeds of property and investment
dispositions.
YEAR 2000 COMPLIANCE
In response to the Year 2000 issue, the Company initiated a project in early
1997 to identify, evaluate and implement a new computerized real estate
management system. The Company addressed the issue through a combination of
modifications to existing programs and conversion to Year 2000 compliant
software. In addition, the Company has discussed with its tenants, vendors,
and other service providers the possibility of any interface difficulties
relating to the Year 2000 issue which may affect the Company. If the
Company's vendors and suppliers do not make modifications or conversions in a
timely manner, the Year 2000 issue may have a material adverse effect on the
Company's business, financial condition, and results of operations. The total
cost associated with the required modifications was not material to the
Company's consolidated results of operations, liquidity and financial
position, and has been expensed as incurred.
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RECENT PRONOUNCEMENTS
In May, 1998, the FASB issued SFAS Statement No. 133, "Accounting for
Derivative Instruments and Hedging Activities." This statement, effective for
financial statements for fiscal years beginning after June 15, 2000, provides
a comprehensive and consistent standard for the recognition and measurement
of derivatives and hedging activities. The Company currently has no
derivatives outstanding.
FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. The Company's
actual results could differ materially from those set forth in the forward
looking statements as a result of various factors, including, but not limited
to, uncertainties affecting real estate businesses generally (such as entry
into new leases, renewals of leases and dependence on tenants' business
operations), risks relating to acquisition, construction and development
activities, possible environmental liabilities, risks relating to leverage,
debt service and obligations with respect to the payment of dividends
(including availability of financing terms acceptable to the Company and
sensitivity of the Company's operations to fluctuations in interest rates),
the potential for the need to use borrowings to make distributions necessary
for the Company to qualify as a REIT, dependence on the primary market in
which the Company's properties are located, the existence of complex
regulations relating to the Company's status as a REIT, the failure of the
Company and entities the Company does business with to make necessary
modifications and conversions to Year 2000 compliant software in a timely
manner and the potential adverse impact of the market interest rates on the
cost of borrowings by the Company and on the market price for the Company's
securities.
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ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
The Company assesses its risk in relation to market conditions, and a
discussion about the Company's exposure to possible changes in market
conditions follows. This discussion involves the effect on earnings, cash
flows and the value of the Company's financial instruments as a result of
possible future market conditions changes. The discussions below include
"forward looking statements" regarding market risk, but management is not
forecasting the occurrence of these market changes. The actual earnings and
cash flows of the Company may differ materially these projections discussed
below.
At September 30, 1999, $211.3 million or 41.9% of the Company's debt was
variable rate debt and $292.5 million or 58.1% of the debt was fixed rate
debt. Based on the amount of variable debt outstanding as of September 30,
1999, a 10% increase or decrease in the Company's interest rate on the
Company's variable rate debt would decrease or increase, respectively, future
earnings and cash flows by approximately $1.2 million per year. A similar
change in interest rates on the Company's fixed rate debt would not increase
or decrease the future earnings of the Company during the term of the debt,
but would effect the fair value of the debt. An increase in interest rates
would decrease the fair value of the Company's fixed rate debt.
The Company is subject to other non-quantifiable market risks due to the
nature of its business. The business of owning and investing in real estate
is highly competitive. Sever factors may adversely affect the economic
performance and value or our properties and the Company. These factors
include:
- Adverse changes in general or local economic conditions affecting
real estate values, rental rates, interest rates, real estate tax
rates and other operating expenses.
- Competitive overbuilding.
- Our inability to keep high levels of occupancy in our properties.
- Tenant defaults.
- Unfavorable changes in governmental rules and fiscal policies
(including rent control legislation).
- Our ability to sell properties.
- Acts of God and other factors that are beyond our control.
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Exhibit 4.10 - Amendment No. 1, dated October 25, 1999, to Rights
Agreement between the Company and First Chicago
Trust Company of New York, as Rights Agent.
Exhibit 99 - Press release dated September 28, 1999.
(b) REPORTS ON FORM 8-K
On August 16, 1999, the Company filed with the Commission a
current report on Form 8-K/A No. 1 to report proforma financial
information and financial statements which were not reported on
the Form 8-K filed on June 15, 1999, which reported the
acquisition by the Company of properties and its consolidated
subsidiaries between March 11, 1999 and June 15, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CENTERPOINT PROPERTIES TRUST
a Maryland Company
By: /S/ PAUL S. FISHER
---------------------------------
Paul S. Fisher
Executive Vice President and
Chief Financial Officer
November 15, 1999 (Principal Accounting Officer)
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