e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
|
|
þ |
|
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2006
OR
|
|
|
o |
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
COMMISSION FILE NO. 001-32536
COLUMBIA EQUITY TRUST, INC.
(Exact name of registrant as specified in its charter)
|
|
|
Maryland
|
|
20-1978579 |
(State or other jurisdiction of
|
|
(I.R.S. Employer |
incorporation or organization)
|
|
Identification Number) |
|
|
|
1750 H Street, N.W., |
|
|
Suite 500, Washington, D.C.
|
|
20006 |
(Address of principal executive office)
|
|
(Zip code) |
(202) 303-3080
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant has (1) 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
(or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and larger accelerated filer in
Rule 12b-2 of the Exchange Act.
|
|
|
|
|
Large accelerated filer o
|
|
Accelerated filer o
|
|
Non-accelerated filer þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
As of May 12, 2006, 13,863,334 shares of common stock, par value $0.001, were outstanding.
COLUMBIA EQUITY TRUST, INC.
FORM 10-Q
TABLE OF CONTENTS
|
|
|
|
|
|
|
Page |
PART I FINANCIAL INFORMATION |
|
|
|
|
|
|
|
|
|
Item 1. Financial Statements. |
|
|
3 |
|
|
|
|
|
|
Balance Sheets as of March 31, 2006 (unaudited) and December 31, 2005 for Columbia Equity Trust, Inc. |
|
|
4 |
|
Statements of Operations for the three months ended March 31, 2006 (unaudited) for Columbia Equity Trust, Inc. and for the three months ended March 31, 2005 (unaudited) for Combined Columbia Predecessor |
|
|
5 |
|
Statements of Cash Flows for the three months ended March 31, 2006 (unaudited) for Columbia Equity Trust, Inc. and for the three months ended March 31, 2005 (unaudited) for Combined Columbia Predecessor |
|
|
6 |
|
|
|
|
|
|
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations. |
|
|
22 |
|
|
|
|
|
|
Item 3. Quantitative and Qualitative Disclosures About Market Risk. |
|
|
37 |
|
|
|
|
|
|
Item 4. Controls and Procedures. |
|
|
37 |
|
|
|
|
|
|
PART II OTHER INFORMATION |
|
|
|
|
|
|
|
|
|
Item 1A. Risk Factors. |
|
|
39 |
|
|
|
|
|
|
|
|
|
|
|
Item 6. Exhibits. |
|
|
39 |
|
|
|
|
|
|
SIGNATURES |
|
|
41 |
|
|
|
|
|
|
EXHIBIT INDEX |
|
|
42 |
|
2
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
Columbia Equity Trust, Inc. (the Company) completed its initial public offering of common stock
(the IPO) on July 5, 2005. The IPO resulted in the sale of 13,800,000 shares of common stock
(including 1.8 million shares sold to the underwriters to cover over-allotments) at a price per
share of $15.00, generating gross proceeds to the Company of $207 million. The aggregate proceeds
to the Company, net of underwriters discounts, commissions, financial advisory fees and other
offering costs were approximately $188.5 million.
The financial statements included in this report as of December 31, 2005 and March 31, 2006 for the
three months ended March 31, 2006 represent the results of operations and financial condition of
the Company. The financial statements included in this report for the three months ended March 31,
2005 represent the results of operations of Columbia Equity Trust, Inc. Predecessor (Columbia
Predecessor) prior to the completion of the Companys IPO and various formation transactions. We
do not believe that the comparison of the Companys results of operations to those of Columbia
Predecessor, which do not reflect the Companys IPO and the formation transactions, is meaningful
or indicative of our future operating results as a publicly-held company.
Columbia Predecessor ceased to exist as a reporting entity effective with the completion of the IPO
and the formation transactions. Columbia Predecessor was not a legal entity but rather a
combination of real estate entities under common ownership and management, as described in more
detail in Note 1 to the financial statements.
3
COLUMBIA EQUITY TRUST, INC.
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
|
(Unaudited) |
|
|
|
|
|
Assets
|
Rental property |
|
|
|
|
|
|
|
|
Land |
|
$ |
25,040,819 |
|
|
$ |
19,300,819 |
|
Buildings |
|
|
140,658,743 |
|
|
|
120,509,954 |
|
Tenant improvements |
|
|
29,507,785 |
|
|
|
24,377,997 |
|
Furniture, fixtures and equipment |
|
|
1,062,094 |
|
|
|
1,088,989 |
|
|
|
|
|
|
|
|
|
|
|
196,269,441 |
|
|
|
165,277,759 |
|
Accumulated depreciation |
|
|
(4,893,370 |
) |
|
|
(2,805,222 |
) |
|
|
|
|
|
|
|
Total rental property, net |
|
|
191,376,071 |
|
|
|
162,472,537 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
9,746,733 |
|
|
|
8,149,634 |
|
Restricted deposits |
|
|
346,581 |
|
|
|
256,356 |
|
Accounts and other receivables, net of reserves for doubtful
accounts of $61,124 and $39,401, respectively |
|
|
1,555,714 |
|
|
|
1,039,510 |
|
Investments in unconsolidated real estate entities |
|
|
41,339,516 |
|
|
|
42,308,003 |
|
Accrued straight-line rents |
|
|
1,022,870 |
|
|
|
524,258 |
|
Deferred leasing costs, net |
|
|
737,290 |
|
|
|
490,609 |
|
Deferred financing costs, net |
|
|
973,350 |
|
|
|
955,129 |
|
Intangible assets |
|
|
|
|
|
|
|
|
Above market leases, net |
|
|
3,646,185 |
|
|
|
3,610,453 |
|
In-place leases, net |
|
|
18,853,572 |
|
|
|
15,813,098 |
|
Tenant relationships, net |
|
|
7,193,342 |
|
|
|
6,387,594 |
|
Prepaid expenses and other assets |
|
|
954,460 |
|
|
|
1,323,308 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
277,745,684 |
|
|
$ |
243,330,489 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders Equity
|
Liabilities |
|
|
|
|
|
|
|
|
Revolving loan payable |
|
$ |
10,250,000 |
|
|
$ |
22,000,000 |
|
Mortgage notes payable |
|
|
74,122,093 |
|
|
|
27,358,998 |
|
Accounts payable and accrued expenses |
|
|
3,137,545 |
|
|
|
2,252,575 |
|
Dividends payable |
|
|
2,079,500 |
|
|
|
1,940,867 |
|
Security deposits |
|
|
1,242,117 |
|
|
|
945,158 |
|
Rent received in advance |
|
|
1,008,251 |
|
|
|
758,265 |
|
Deferred credits Below market leases, net |
|
|
2,468,522 |
|
|
|
1,593,812 |
|
Other liabilities |
|
|
92,839 |
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
94,400,867 |
|
|
|
56,849,675 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interest |
|
|
14,160,891 |
|
|
|
14,205,638 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity
|
|
|
|
|
|
|
|
|
Preferred stock, $0.001 par value, 100,000,000 shares authorized in
2006 and 2005, no shares issued or outstanding in either period |
|
|
|
|
|
|
|
|
Common stock, $0.001 par value, 500,000,000 shares authorized
and 13,863,334 shares issued and outstanding in 2006 and 2005 |
|
|
13,863 |
|
|
|
13,863 |
|
Additional paid-in capital |
|
|
178,366,298 |
|
|
|
178,366,298 |
|
Cumulative dividends in excess of net income |
|
|
(9,196,235 |
) |
|
|
(6,104,985 |
) |
|
|
|
|
|
|
|
Total stockholders equity |
|
|
169,183,926 |
|
|
|
172,275,176 |
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
277,745,684 |
|
|
$ |
243,330,489 |
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
4
COLUMBIA EQUITY TRUST, INC.
AND COLUMBIA EQUITY TRUST, INC. PREDECESSOR
CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined |
|
|
|
Consolidated |
|
|
Columbia |
|
|
|
Columbia Equity |
|
|
Predecessor for the |
|
|
|
Trust, Inc. for the |
|
|
Three Months |
|
|
|
Three Months Ended |
|
|
Ended |
|
|
|
March 31, 2006 |
|
|
March 31, 2005 |
|
|
|
(Unaudited) |
|
|
(Unaudited) |
|
Revenues |
|
|
|
|
|
|
|
|
Base rents |
|
$ |
6,193,981 |
|
|
$ |
|
|
Recoveries from tenants |
|
|
309,297 |
|
|
|
|
|
Fee income, primarily from related parties |
|
|
404,348 |
|
|
|
622,359 |
|
Parking and other income |
|
|
136,209 |
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
7,043,835 |
|
|
|
622,359 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
Property operating |
|
|
1,141,194 |
|
|
|
|
|
Utilities |
|
|
532,184 |
|
|
|
|
|
Real estate taxes and insurance |
|
|
656,837 |
|
|
|
|
|
General and administrative |
|
|
829,623 |
|
|
|
378,974 |
|
Share-based compensation cost |
|
|
234,750 |
|
|
|
|
|
Depreciation and amortization |
|
|
3,458,389 |
|
|
|
3,003 |
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
6,852,977 |
|
|
|
381,977 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
190,858 |
|
|
|
240,382 |
|
|
|
|
|
|
|
|
|
|
Other income and expense |
|
|
|
|
|
|
|
|
Interest income |
|
|
43,335 |
|
|
|
5,332 |
|
Interest expense |
|
|
(1,151,974 |
) |
|
|
(2,250 |
) |
|
|
|
|
|
|
|
|
|
|
(Loss) income before income taxes, equity in net (loss) income of
unconsolidated real estate entities and minority interest |
|
|
(917,781 |
) |
|
|
243,464 |
|
|
|
|
|
|
|
|
|
|
Equity in net (loss) income of unconsolidated real estate entities |
|
|
(135,970 |
) |
|
|
102,917 |
|
Minority interest |
|
|
75,501 |
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before income taxes |
|
|
(978,250 |
) |
|
|
346,381 |
|
|
|
|
|
|
|
|
|
|
Provision for income taxes |
|
|
33,500 |
|
|
|
34,061 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
|
$ |
(1,011,750 |
) |
|
$ |
312,320 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share Basic and diluted |
|
$ |
(0.07 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares of common stock
outstanding Basic and diluted |
|
|
13,863,334 |
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
5
COLUMBIA EQUITY TRUST, INC.
AND COLUMBIA EQUITY TRUST, INC. PREDECESSOR
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
Combined |
|
|
|
Columbia Equity |
|
|
Columbia |
|
|
|
Trust, Inc. for the |
|
|
Predecessor for the |
|
|
|
Three Months Ended |
|
|
Three Months Ended |
|
|
|
March 31, 2006 |
|
|
March 31, 2005 |
|
|
|
(Unaudited) |
|
|
(Unaudited) |
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
Net (loss) income |
|
$ |
(1,011,750 |
) |
|
$ |
312,320 |
|
Adjustments to reconcile net (loss) income to net
cash provided by (used in) operating activities |
|
|
|
|
|
|
|
|
Minority interest |
|
|
(75,501 |
) |
|
|
|
|
Equity in net income of unconsolidated real estate entities |
|
|
135,970 |
|
|
|
(102,917 |
) |
Compensation cost related to LTIP units |
|
|
191,250 |
|
|
|
|
|
Distributions received from earnings of unconsolidated
real estate entities |
|
|
159,486 |
|
|
|
19,055 |
|
Depreciation and amortization |
|
|
3,458,389 |
|
|
|
3,003 |
|
Amortization of above and below market leases |
|
|
89,035 |
|
|
|
|
|
Amortization of deferred financing costs |
|
|
107,174 |
|
|
|
|
|
Provision for doubtful accounts |
|
|
21,724 |
|
|
|
|
|
Changes in assets and liabilities |
|
|
|
|
|
|
|
|
Accounts and other receivables |
|
|
(537,928 |
) |
|
|
(23,198 |
) |
Accrued straight-line rents |
|
|
(498,611 |
) |
|
|
|
|
Deferred leasing costs |
|
|
(271,299 |
) |
|
|
|
|
Deferred offering costs |
|
|
|
|
|
|
(1,243,306 |
) |
Prepaid expenses and other assets |
|
|
(26,138 |
) |
|
|
(500,111 |
) |
Accounts payable and accrued expenses |
|
|
692,378 |
|
|
|
1,230,637 |
|
Accrued interest payable to stockholders |
|
|
|
|
|
|
2,250 |
|
Rent received in advance |
|
|
95,777 |
|
|
|
|
|
Other liabilities |
|
|
2,283 |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
|
2,532,239 |
|
|
|
(302,267 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Purchases of interests in rental property and related net assets |
|
|
(14,187,258 |
) |
|
|
|
|
Deposit on pending purchase of interest in rental property |
|
|
(150,000 |
) |
|
|
|
|
Additions to rental properties |
|
|
(1,146,856 |
) |
|
|
|
|
Additions to rental property furniture, fixtures and equipment |
|
|
(7,995 |
) |
|
|
(396 |
) |
Restricted deposits |
|
|
67,310 |
|
|
|
|
|
Distributions in excess of net income
received from real estate entities |
|
|
673,031 |
|
|
|
49,857 |
|
Contributions made to unconsolidated real estate entities |
|
|
|
|
|
|
(100,000 |
) |
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(14,751,768 |
) |
|
|
(50,539 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
Borrowings under revolving credit line |
|
|
14,550,000 |
|
|
|
|
|
Repayment of revolving credit line borrowings |
|
|
(26,300,000 |
) |
|
|
|
|
Mortgage note borrowings |
|
|
27,685,985 |
|
|
|
|
|
Repayments of mortgage note |
|
|
(33,752 |
) |
|
|
|
|
Dividends |
|
|
(1,940,867 |
) |
|
|
|
|
Distributions to minority interest |
|
|
(149,796 |
) |
|
|
(60,424 |
) |
Security deposits received |
|
|
5,058 |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
13,816,628 |
|
|
|
(60,424 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
1,597,099 |
|
|
|
(413,230 |
) |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of period |
|
|
8,149,634 |
|
|
|
1,188,146 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
9,746,733 |
|
|
$ |
774,916 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures |
|
|
|
|
|
|
|
|
Cash paid for income taxes |
|
$ |
33,500 |
|
|
$ |
|
|
|
|
|
|
|
|
|
Cash paid for interest |
|
$ |
911,762 |
|
|
$ |
|
|
|
|
|
|
|
|
|
Debt assumed in purchases of interests in rental property |
|
$ |
19,000,000 |
|
|
$ |
|
|
|
|
|
|
|
|
|
Liability for asbestos remebiation assumed as part of
purchase of rental property |
|
$ |
90,556 |
|
|
$ |
|
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
6
COLUMBIA EQUITY TRUST, INC. AND
COLUMBIA EQUITY TRUST, INC. PREDECESSOR
NOTES TO FINANCIAL STATEMENTS
1. Organization and Description of Business
Columbia Equity Trust, Inc. (the Company) was incorporated on September 23, 2004 in the State
of Maryland. The Company completed its initial public offering of common stock (the IPO) on July
5, 2005. The IPO resulted in the sale of 12,000,000 shares of common stock at a price per share of
$15.00, generating gross proceeds to the Company of $180,000,000. The aggregate proceeds to the
Company, net of underwriters discounts, commissions, financial advisory fees and other offering
costs were approximately $163,347,000. On July 14, 2005, an additional 1,800,000 shares of common
stock were sold at $15.00 per share as a result of the underwriters exercising their over-allotment
option. This resulted in additional net proceeds of $25,110,000 to the Company.
The Company had no significant operations prior to the completion of the IPO and the formation
transactions on July 5, 2005. On July 5, 2005, concurrent with the consummation of the IPO, the
Company and its operating partnership, Columbia Equity, LP (the Operating Partnership), entered
into certain formation transactions and acquired the office real estate investment properties and
joint venture interests, management contracts and certain other assets of Columbia Equity Trust,
Inc. Predecessor (Columbia Predecessor) from its owners and other parties which held direct or
indirect ownership interests in Columbia Predecessors real estate properties. The Company
primarily operates through its Operating Partnership, for which the Company is the sole general
partner, and held a 92.83% partnership interest as of March 31, 2006 and December 31, 2005. The
Company owns, manages and acquires investments in commercial office properties located primarily in
the Greater Washington, D.C. area (defined as the District of Columbia, northern Virginia and
suburban Maryland).
Columbia Predecessor was not a legal entity but rather a combination of real estate entities under
common ownership and management. Prior to the completion of the IPO on July 5, 2005, Columbia
Predecessor was the limited partner and/or general partner or managing member of the real estate
entities that directly or indirectly owned certain properties. The ultimate owners of Columbia
Predecessor were Carr Capital Corporation and its wholly-owned subsidiary, Carr Capital Real Estate
Investments, LLC (CCREI) (collectively CCC), The Oliver Carr Company and Carr Holdings,
LLC, all of which are controlled by Oliver T. Carr, Jr. and Oliver T. Carr, III, acting as a common
control group. Accounting Research Bulletin No. 51, Consolidated Financial Statements, and
Emerging Issues Task Force Issue No. 02-05, Definition of Common Control in relation to FASB
Statement No. 141, provide for the combination of separate entities into a single entity when such
entities are controlled by immediate family members whose intent is to act in concert, as is the
case with Columbia Predecessor.
The accompanying combined statements of operations and cash flows for Columbia Predecessor reflect
the operating results of certain investments in real estate entities owned by CCC, The Oliver Carr
Company, Carr Holdings, LLC or affiliates that were not acquired by the Operating Partnership. CCC
provided asset management services to the real estate entities invested in by Columbia Predecessor
and to certain unrelated parties.
2. Basis of Presentation and Summary of Significant Accounting Policies
a) Unaudited Interim Consolidated Financial Information
The accompanying interim financial statements are unaudited, but have been prepared in accordance
with accounting principles generally accepted in the United States (GAAP) for interim financial
information and in conjunction with the rules and regulations of the SEC. Accordingly, they do not
include all the disclosures required by GAAP for complete financial statements. In the opinion of
management, all adjustments necessary for a fair presentation of the financial statements for these
interim periods have been included. The results of operations for the interim periods are not
necessarily indicative of the results to be obtained for the full fiscal year.
7
b) Principles of Consolidation
The accompanying consolidated financial statements include all of the accounts of Columbia Equity
Trust, Inc., the Operating Partnership and the subsidiaries of the Operating Partnership. All
significant intercompany balances and transactions have been eliminated.
c) Cash and Cash Equivalents
The Company considers short-term investments with original maturities of three months or
less when purchased to be cash equivalents.
d) Fair Value of Financial Instruments
The Companys financial instruments include cash and cash equivalents, accounts receivable,
accounts payable and accrued expenses, revolving loan notes and mortgage notes payable. The
carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued
expenses approximate their fair values due to their short-term maturities. The interest rate on
borrowings under the Credit Facility (as defined in Note 7) is variable based on LIBOR, and as a
result, the carrying value of those borrowings approximates fair value as of March 31, 2006. The
carrying value of mortgage notes was $74,122,093 as of March 31, 2006, compared to a fair value of
$72,192,438, a difference of $1,929,655. The fair value of the mortgage notes was estimated by
using a current market basis-point spread over the quoted prices of U.S. Treasury securities for
the remaining terms of the mortgage loans.
e) Revenue Recognition
Income from rental operations is recognized on a straight-line basis over the term of the lease,
including any periods of free rent (rent abatements), regardless of when payments are due. The
lease agreements contain provisions that provide for additional rentals based on reimbursement of
the tenants share of real estate taxes, insurance and certain common area maintenance costs.
Additional rental revenues are recorded as the associated expense is incurred. The lease term
begins at the time the lessee takes physical possession of the space. Lease provisions governing
any tenant improvements (TIs) granted to the lessee are reviewed to determine whether the TIs
should be accounted for as lease incentives and deducted in calculating straight-line rent, or
should be capitalized as building improvements. Lease provisions that would result in a decision
to account for the TIs as lease incentives would be allowing a lessee to offset TIs against rent
due or agreeing to reimburse a lessee for unused TIs. Factors generally considered in determining
that TIs should be capitalized are the nature of the work, ownership upon lease termination, and
the extent to which the Company maintains control over the construction process, including approval
over and management of scope of work, architectural plans and contractors.
Fee income consists of asset management fees, construction management fees, leasing advisory
fees and transaction fees. Asset management fees are based on a percentage of revenues earned
by a property under management and are recorded on a monthly basis as earned. Construction
management fees are based on a negotiated percentage of the total value of the construction
project to be managed and are recognized as revenue on a pro rata basis as the construction work
is performed. Leasing advisory fees are based on a negotiated percentage of the value of the
lease transaction on which the Company consults. Leasing advisory revenue is recorded as earned
in accordance with the terms of the advisory agreements, which generally specify that half of
the fee is earned at the time of lease execution, with the remainder being earned at the time
the tenant takes possession of the space. Transaction fees are based on a percentage of the
transaction value and are recorded at the closing date of the transaction.
f) Investments in Rental Property
Investments in rental property include land, buildings and tenant improvements. Land is recorded at
acquisition cost. Buildings are recorded at cost and depreciated on a straight-line basis over the
estimated
8
useful lives of its components, which range from 7.5 to 40 years. Tenant improvements are costs
incurred to prepare tenant spaces for occupancy and are depreciated on a straight-line basis over
the terms of the respective leases or the lives of the related assets, whichever is shorter.
In accordance with Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for
the Impairment or Disposal of Long-Lived Assets, the Company evaluates the recoverability of
long-lived assets used in operations when indicators of impairment are present and the net
undiscounted cash flows estimated to be generated by those assets are less than the assets
carrying values. Management does not believe that impairment indicators are present, and
accordingly, no such losses have been included in the accompanying financial statements.
In accordance with SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other
Intangible Assets, when a property is acquired, the Company also considers the existence of
identifiable intangibles relating to above and below market leases, in-place lease value and
tenant relationships. The purchase price of the acquired property is allocated based on the
relative fair values of the land, building (determined on an as-if vacant basis) and these
identifiable intangibles.
In accordance with FASB Interpretation No. 47, Accounting for Conditional Asset Retirement
Obligations, in determining the fair value, in accordance with the requirements of SFAS No. 141,
of properties acquired, the Company determines whether any obligations should be recorded related
to the costs expected to be incurred upon the eventual disposition or retirement of the property,
in particular for costs expected to be incurred for the remediation of asbestos. The calculation
of the liability incorporates a risk-adjusted rate of return that takes into consideration when the
remediation work is expected to be performed.
g) Investments in Unconsolidated Real Estate Entities
The Company uses the equity method to account for its investments in unconsolidated real estate
entities because it has significant influence, but not control, over the investees operating and
financial decisions.
For purposes of applying the equity method, significant influence is deemed to exist if the
Company actively manages the property, prepares the property operating budgets and participates
with the other investors in the property in making major decisions affecting the property,
including market positioning, leasing, renovating and selling or continuing to retain the
property. None of the entities are considered variable interest entities, as defined in Financial
Accounting Standards Board Interpretation No. 46R, Consolidation of Variable Interest
Entities. The accounting policies of the unconsolidated real estate entities are the same as
those used by the Company.
Under the equity method of accounting, investments in partnerships and limited liability companies
are recorded at cost, and the investment accounts are increased for the Companys contributions and
its share of the entities net income and decreased for the Companys share of the entities net
losses and distributions. For entities in which the Company is not a general partner and therefore
has no risk other than its investment, once the investment account reaches zero, losses are no
longer recognized, distributions received are recognized as income, and earnings from the entities
are not recognized until such earnings exceed all unrecognized net losses plus the cash
distributions received and previously recognized as income.
h) Minority Interest
Minority interest relates to the interests in the Operating Partnership that are not owned by the
Company, which, as of March 31, 2006 and December 31, 2005, amounted to approximately 7.17%
(excluding the LTIP Units, discussed below) and consisted of 1,069,973 units of limited partnership
interest in the Operating Partnership (OP Units). In conjunction with the formation of the
Company, certain persons and entities contributing interests in the properties to the Operating
Partnership received OP Units.
9
The minority interest in the Operating Partnership is: (i) increased or decreased by the limited
partners pro-rata share of the Operating Partnerships net income or net loss, respectively; (ii)
decreased by distributions; (iii) decreased by redemption of OP units for the Companys common
stock and (iv) adjusted to equal the net equity of the Operating Partnership multiplied by the
limited partners ownership percentage immediately after each issuance of OP Units and/or the
Companys common stock through an adjustment to additional paid-in capital. Net income or net loss
is allocated to the minority interest in the Operating Partnership based on the weighted average
percentage ownership throughout the period.
Holders of OP Units have certain redemption rights, which enable them to cause the Operating
Partnership to redeem their units in exchange for shares of the Companys common stock on a
one-for-one basis or, at the Companys option, cash per OP Unit equal to the market price of the
Companys common stock at the time of redemption. The number of shares issuable upon exercise of
the redemption rights will be adjusted upon the occurrence of stock splits, mergers, consolidations
or similar pro-rata share transactions, which otherwise would have the effect of diluting the
ownership interests of the limited partners or stockholders. As a matter of Company policy, each
OP and LTIP Unit holder receives distributions per Unit equal to dividends paid per share of common
stock.
As of March 31, 2006, the Company had issued 290,000 LTIP Units, of which 35,000 are vested. LTIP
Units are a special class of partnership interest in the Operating Partnership, which have been
issued under the Companys 2005 Equity Compensation Plan. LTIP Units were granted by the Company at
the IPO to the non-employee members of the Companys Board of Directors (Directors), certain
consultants to the Company (Consultants) and certain employees of the Company (Employees). Once
the LTIP Units achieve full parity with the OP Units and are fully vested, with the Companys
permission, LTIP Units may be converted into OP Units which may be redeemed by the holder for cash
or, in the Companys sole and absolute discretion, exchanged for shares of the Companys common
stock. It is the Companys intention that all LTIP Units be redeemed for shares of the Companys
common stock. The value of LTIP Units that has been recognized as an expense is included in
minority interest.
i) Tenant Leasing Costs
The fees and initial direct costs incurred in the negotiation of completed leases are deferred and
amortized over the terms of the respective leases.
j) Deferred Financing Costs
Fees and costs incurred in securing debt financing are deferred and amortized to interest expense
on a straight-line basis, which approximates the effective interest method, over the terms of the
respective financing agreements.
k) Share Based Compensation
The Company accounts for the award of equity instruments to employees in accordance with SFAS No.
123 (revised 2004), Share-Based Payment, which requires an entity to measure and recognize the
cost of employee services received in exchange for an award of equity instruments based on the
grant-date fair value of the award.
l) New Accounting Pronouncements
In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial
Instruments, which amends SFAS No. 133 Accounting for Derivative Instruments and Hedging
Activities, and SFAS No. 140 Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities. SFAS No. 155 is not expected to have any material effect on the
Companys financial statements.
10
m) Income Taxes
The Company intends to qualify as a real estate investment trust (REIT) under Sections 856
through 860 of the Internal Revenue Code of 1986, as amended. As a REIT, the Company will be
permitted to deduct distributions paid to its stockholders, eliminating the Federal taxation of
income represented by such distributions at the Company level. REITs are subject to a number of
organizational and operational requirements. If the Company fails to qualify as a REIT in any
taxable year, the Company will be subject to Federal income tax (including any alternative minimum
tax) on its taxable income at regular corporate tax rates. The Company is subject to Federal and
state income taxes on the taxable income of its taxable REIT subsidiary (TRS) and for Federal
excise tax on any taxable REIT income in excess of 85% of dividends paid.
As part of the formation transactions, on July 15, 2005, the Company acquired a 40% interest in a
limited liability company that owns The Barlow Corporation, which in turn owns The Barlow Building.
The Barlow Corporation will elect to be taxed as a REIT. If The Barlow Corporation fails to
qualify as a REIT, the Company would in turn, if deemed to not be entitled to certain relief
provisions, not qualify as a REIT.
n) Managements Estimates
The preparation of financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual results could differ
from those estimates.
o) Segment Disclosure
SFAS No. 131, Disclosure about Segments of an Enterprise and Related Information, established
standards for disclosure about operating segments and related disclosures about products and
services, geographic areas and major customers. The Company presently operates in only one business
segment, that of acquisition, ownership and investment management of commercial real estate. The
Companys primary geographic area is the Greater Washington, D.C. metropolitan area, as defined
above.
p) Concentration of Credit Risk
The Company maintains ownership interests in commercial office properties that are primarily
located in the Greater Washington, D.C. metropolitan area. The ability of the tenants to honor the
terms of their respective leases is dependent upon the economic, regulatory and social climate
affecting the communities in which the tenants operate. No single tenant accounts for more than
10% of rental revenues.
Financial instruments that subject the Company to credit risk consist primarily of cash and
accounts receivable. The Company maintains its cash and cash equivalents on deposit with high
quality financial institutions. Accounts at each institution are insured by the Federal Deposit
Insurance Corporation up to $100,000. Although balances in an individual institution may exceed
this amount, management does not anticipate losses from failure of such institutions.
q) Comprehensive Income
Because the Company has no items of other comprehensive income, its net income is equal to its
comprehensive income for all periods presented.
11
3. Earnings Per Share
Earnings per share (EPS) has been computed pursuant to the provisions of SFAS No. 128. The
following table shows the calculation of basic and diluted EPS, which are calculated by dividing
net loss by the weighted-average number of common shares outstanding during the period. The Company
has adopted EITF Issue Number 03-6, Participating Securities and the Two-Class Method under FASB
128 (Issue 03-06), which provides further guidance on the definition of participating
securities. Pursuant to Issue 03-6, the Companys OP Units and LTIP Units are considered
participating securities and, if dilutive, are included in the computation of the Companys basic
EPS. For purposes of calculating diluted EPS, unvested LTIP Units are also considered to be
participating securities and are included in the calculation of diluted EPS, if doing so would be
dilutive. For the three months ended March 31, 2006, LTIP Units have been excluded from the basic
and diluted EPS calculations because including these securities would be anti-dilutive. The OP
Units have been excluded from the calculation of both primary and diluted EPS because their
conversion to shares of common stock would not impact EPS, as the minority share of loss would be
added back to the net loss. The calculation of primary and diluted net loss per share for the
Company for the three months ended March 31, 2006 is set forth below.
|
|
|
|
|
|
|
For the Three |
|
|
|
Months Ended |
|
|
|
March 31, 2006 |
|
Net loss |
|
$ |
(1,011,750 |
) |
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding |
|
|
13,863,334 |
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per share |
|
$ |
(0.07 |
) |
|
|
|
|
EPS information is not presented for the three months ended March 31, 2005 because the capital
structure of Columbia Predecessor is not comparable to the Companys current capital structure.
4. Office Property Acquisition
On January 12, 2006, the Company acquired a 114,801 square foot office building (1025 Vermont)
located in the central business district of Washington, D.C. for $34,050,000, before closing costs
and including the assumption of a $19,000,000 non-recourse first mortgage on the property, bearing
a fixed rate of interest of 4.91%, due January 2010.
12
The following table summarizes the estimated fair values of the assets acquired and liabilities
assumed as part of the acquisition of 1025 Vermont. The Company is in the process of obtaining
third party valuations, which may affect the allocation of purchase price to the assets acquired
and liabilities assumed. Additional adjustments, which are not expected to be material, may result
when estimates made at the time of closing are finalized.
|
|
|
|
|
Rental property |
|
$ |
29,811,000 |
|
Intangible assets |
|
|
5,443,000 |
|
Other assets |
|
|
295,000 |
|
|
|
|
|
Total assets acquired |
|
|
35,459,000 |
|
|
|
|
|
|
|
|
|
|
Mortgage note payable |
|
|
19,000,000 |
|
Deferred credits |
|
|
1,001,000 |
|
Other liabilities |
|
|
692,000 |
|
|
|
|
|
Total liabilities assumed |
|
|
20,603,000 |
|
|
|
|
|
Net assets acquired |
|
$ |
14,856,000 |
|
|
|
|
|
The following table summarizes, on an unaudited pro forma basis, the Companys results of
operations for the three months ended March 31, 2006 as if the acquisition of 1025 Vermont had
occurred on January 1, 2006. This pro forma financial information is presented for informational
purposes only and is not necessarily indicative of the results of future operations that would have
been achieved had the acquisition taken place on January 1, 2006. Similar pro forma results of
operations information has not been provided for the three months ended March 31, 2005 because the
Company had no material operations prior to July 5, 2005 and was essentially a shell entity with no
prior operating history.
|
|
|
|
|
|
|
|
|
|
|
Pro Forma |
|
|
Actual Results |
|
|
|
For the Three |
|
|
For the Three |
|
|
|
Months Ended |
|
|
Months Ended |
|
|
|
March 31, 2006 |
|
|
March 31, 2006 |
|
|
|
(unaudited) |
|
|
(unaudited) |
|
Revenues |
|
$ |
7,162,000 |
|
|
$ |
7,043,834 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(1,049,000 |
) |
|
$ |
(1,011,750 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share |
|
$ |
(0.08 |
) |
|
$ |
(0.07 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number
of shares outstanding |
|
|
13,863,334 |
|
|
|
13,863,334 |
|
|
|
|
|
|
|
|
13
5. Investments in Unconsolidated Real Estate Entities
The Companys interests in unconsolidated real estate entities are summarized in the following
table.
|
|
|
|
|
|
|
|
|
|
|
|
|
Square |
|
|
Percent |
|
Property |
|
Location |
|
Feet |
|
|
Owned |
|
1575 Eye Street |
|
Washington, D.C. |
|
210,372 |
|
|
9.18 |
% |
Atrium |
|
Alexandria, Va. |
|
138,507 |
|
|
37.00 |
% |
Barlow Building |
|
Chevy Chase, Md. |
|
270,562 |
|
|
40.00 |
% |
Independence Center I |
|
Chantilly, Va. |
|
275,003 |
|
|
14.74 |
% |
Independence Center II |
|
Chantilly, Va. |
|
(1 |
) |
|
8.10 |
% |
King Street |
|
Alexandria, Va. |
|
149,080 |
|
|
50.00 |
% |
Madison Place |
|
Alexandria, Va. |
|
108,252 |
|
|
50.00 |
% |
Suffolk Building |
|
Falls Church, Va. |
|
257,425 |
|
|
36.50 |
% |
Victory Point |
|
Chantilly, Va. |
|
147,966 |
|
|
10.00 |
% |
|
|
|
(1) |
|
A 115,368 square foot office building is currently under construction. |
The combined condensed balance sheets of the unconsolidated real estate entities as of March 31,
2006 and December 31, 2005 are as follows.
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
Assets |
|
|
|
|
|
|
|
|
Investments in real estate |
|
$ |
306,421,474 |
|
|
$ |
306,193,345 |
|
Receivables and deferred rents |
|
|
9,404,557 |
|
|
|
9,458,009 |
|
Other assets |
|
|
50,943,886 |
|
|
|
51,513,600 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
366,769,917 |
|
|
$ |
367,164,954 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Equity |
|
|
|
|
|
|
|
|
Mortgage loans |
|
$ |
258,511,628 |
|
|
$ |
255,897,580 |
|
Other liabilities |
|
|
16,212,547 |
|
|
|
16,515,825 |
|
Equity Columbia Equity Trust, Inc. |
|
|
34,355,079 |
|
|
|
35,176,959 |
|
Equity Other owners |
|
|
57,690,663 |
|
|
|
59,574,590 |
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
$ |
366,769,917 |
|
|
$ |
367,164,954 |
|
|
|
, |
, |
|
|
|
14
The combined condensed statements of operations for the unconsolidated real estate entities for the
three months ended March 31, 2006 and 2005 are as follows.
|
|
|
|
|
|
|
|
|
|
|
For the Three |
|
|
For the Three |
|
|
|
Months Ended |
|
|
Months Ended |
|
|
|
March 31, 2006 |
|
|
March 31, 2005 |
|
Revenues |
|
$ |
11,363,913 |
|
|
$ |
9,003,755 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating and other expenses |
|
|
4,128,593 |
|
|
|
3,421,414 |
|
Depreciation |
|
|
4,000,671 |
|
|
|
2,652,443 |
|
Interest |
|
|
3,323,323 |
|
|
|
3,052,529 |
|
|
|
|
|
|
|
|
Total expenses |
|
|
11,452,587 |
|
|
|
9,126,386 |
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(88,674 |
) |
|
$ |
(122,631 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company and Columbia Predecessor
share of net (loss) income, net |
|
$ |
(135,970 |
) |
|
$ |
6,674 |
|
Equity in net income of real estate entities not contributed by Columbia Predecessor at the Initial Public Offering |
|
|
|
|
|
|
96,243 |
|
|
|
|
|
|
|
|
Equity in net (loss) income of unconsolidated real estate entities |
|
$ |
(135,970 |
) |
|
$ |
102,917 |
|
|
|
|
|
|
|
|
6. Intangible Assets
The following tables summarize the intangible in-place lease assets and liabilities for acquired
leases as of March 31, 2006 and December 31, 2005.
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Intangible Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Above market leases |
|
$ |
4,144,197 |
|
|
$ |
3,892,695 |
|
Accumulated amortization |
|
|
(498,012 |
) |
|
|
(282,242 |
) |
|
|
|
|
|
|
|
|
|
$ |
3,646,185 |
|
|
$ |
3,610,453 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In-Place leases |
|
$ |
20,980,594 |
|
|
$ |
16,980,485 |
|
Accumulated amortization |
|
|
(2,127,022 |
) |
|
|
(1,167,387 |
) |
|
|
|
|
|
|
|
|
|
$ |
18,853,572 |
|
|
$ |
15,813,098 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tenant relationships |
|
$ |
8,083,050 |
|
|
$ |
6,891,313 |
|
Accumulated amortization |
|
|
(889,708 |
) |
|
|
(503,719 |
) |
|
|
|
|
|
|
|
|
|
$ |
7,193,342 |
|
|
$ |
6,387,594 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred Credits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Below market leases |
|
$ |
2,712,404 |
|
|
$ |
1,710,959 |
|
Accumulated amortization |
|
|
(243,882 |
) |
|
|
(117,147 |
) |
|
|
|
|
|
|
|
|
|
$ |
2,468,522 |
|
|
$ |
1,593,812 |
|
|
|
|
|
|
|
|
15
The amortization of acquired above and below market in-place leases, included as a net decrease in
rental revenues, totaled $89,035 for the three months ended March 31, 2006.
The amortization of acquired in-place leases and tenant relationships, included in depreciation and
amortization expense, totaled $1,345,623 for the three months ended March 31, 2006.
7. Debt Agreements
As of March 31, 2006, the Company had the following debt outstanding.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair |
|
|
|
|
Type/ |
|
|
|
|
|
|
|
|
|
Note |
|
|
Value |
|
|
|
|
Issuer |
|
Rate |
|
|
Maturity |
|
|
Principal |
|
|
Adjustment |
|
|
Total |
|
Credit Facility |
|
|
5.81 |
% |
|
|
11/28/2007 |
|
|
$ |
10,250,000 |
|
|
$ |
|
|
|
$ |
10,250,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1025 Vermont |
|
|
5.11 |
% |
|
|
01/01/2010 |
|
|
|
22,500,000 |
|
|
|
|
|
|
|
22,500,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Meadows IV |
|
|
4.95 |
% |
|
|
11/01/2011 |
|
|
|
19,000,000 |
|
|
|
|
|
|
|
19,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Park Plaza II |
|
|
5.53 |
% |
|
|
02/01/2016 |
|
|
|
24,290,000 |
|
|
|
|
|
|
|
24,290,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patrick Henry |
|
|
5.02 |
% |
|
|
04/01/2009 |
|
|
|
8,411,892 |
|
|
|
(79,799 |
) |
|
|
8,332,093 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
84,451,892 |
|
|
$ |
(79,799 |
) |
|
$ |
84,372,093 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2005, the Company had the following debt outstanding.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair |
|
|
|
|
Type/ |
|
|
|
|
|
|
|
|
|
Note |
|
|
Value |
|
|
|
|
Issuer |
|
Rate |
|
|
Maturity |
|
|
Principal |
|
|
Adjustment |
|
|
Total |
|
Credit Facility |
|
|
5.55 |
% |
|
|
11/28/2007 |
|
|
$ |
22,000,000 |
|
|
$ |
|
|
|
$ |
22,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Meadows IV |
|
|
4.95 |
% |
|
|
11/01/2011 |
|
|
|
19,000,000 |
|
|
|
|
|
|
|
19,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patrick Henry |
|
|
5.02 |
% |
|
|
04/01/2009 |
|
|
|
8,445,643 |
|
|
|
(86,645 |
) |
|
|
8,358,998 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
49,445,643 |
|
|
$ |
(86,645 |
) |
|
$ |
49,358,998 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On November 28, 2005, the Company entered into a $75,000,000 secured revolving credit facility (the
Credit Facility) that bears interest at the London Interbank Offered Rate (LIBOR) plus 110 to
135 basis points. The exact rate of interest payable varies based on the ratio of total
indebtedness to total asset value as measured on a quarterly basis. At March 31, 2006, the interest
rate was 5.81%. The Credit Facility has a two year term with a one year extension option.
Availability under the Credit Facility is based on the value of assets pledged as collateral.
Through December 31, 2005, the Fair Oaks, Greenbriar, Loudoun Gateway IV and Sherwood Plaza
properties with a total carrying value of $63,106,953 have been pledged as security for borrowings
under the Credit Facility. In April 2006, the Oakton property, with a carrying value of
16
$14,075,434 was also pledged to support the Credit Facility. The 1025 Vermont, Meadows IV, Park
Plaza II and Patrick Henry properties are pledged to secure the respective mortgages listed above.
The Credit Facility contains certain restrictions and covenants, which, among other things, limit
the payment of dividends and distributions. Except to enable the Company to continue to qualify as
a REIT for federal income tax purposes, the Company may not pay any dividends or make any
distributions during any four consecutive quarters that, in the aggregate, exceed 95% of funds from
operations, as defined in the Credit Facility. The Credit Facility also requires compliance with
various financial ratios relating to minimum amounts of net worth, fixed charge coverage, cash flow
coverage and maximum amount of indebtedness and places certain limitations on investments.
Management believes that the Company was in compliance with all such restrictions and covenants as
of March 31, 2006.
On January 12, 2006, in connection with the purchase of the 1025 Vermont property, the Company
assumed a $19,000,000 mortgage, bearing interest at a fixed rate of 4.91%, maturing in January 2010.
On February 10, 2006, the Company amended the terms of the mortgage on 1025 Vermont, borrowing an
additional $3,500,000 against the property. The proceeds were used to pay down borrowings
outstanding
under the Credit Facility. The new loan balance bears interest at a fixed rate of 6.21% through
April 1, 2006, whereupon the interest rate on the original and new borrowings was reset to equal a
fixed rate of 5.11%, which is the combined weighted average of the interest rates on the two
separate loan agreements. Total interest due on the loans did not change. The maturity date for
the new borrowing is January 2010.
On February 16, 2006, the Companys Park Plaza II subsidiary borrowed $24,290,000, secured by the
Park Plaza II property. The indebtedness matures in March 2016 and requires monthly payments of
interest-only at a fixed rate of 5.53% through March 2012 and monthly payments of principal and
interest from April 2012 through February 2016, based on a fixed interest rate of 5.53%, on a 360
month amortization schedule. The proceeds were used to repay a portion of the borrowings
outstanding under the Companys Credit Facility.
Debt maturities as of March 31, 2006 are as follows.
|
|
|
|
|
2006 |
|
$ |
97,940 |
|
2007 |
|
|
10,388,533 |
|
2008 |
|
|
144,590 |
|
2009 |
|
|
8,030,829 |
|
2010 |
|
|
22,500,000 |
|
2011 |
|
|
19,000,000 |
|
Thereafter |
|
|
24,290,000 |
|
|
|
|
|
|
|
$ |
84,451,892 |
|
|
|
|
|
8. Income and Other Taxes
As discussed in Note 2, the Company has elected to be taxed as a REIT and, as a result, is not
subject to Federal income taxes on income it distributes to stockholders. The Company is subject
to Federal and state income taxes and local franchise tax on taxable income of its taxable REIT
subsidiary (TRS) and for Federal excise tax on any taxable REIT income in excess of 85% of
dividends paid. Columbia Predecessor was taxed as a Subchapter S corporation and was not subject
to Federal or state income tax, but was subject to a local District of Columbia franchise tax. The
Companys tax provision for the three months ended March 31, 2006 was $33,500, primarily for
District of Columbia franchise tax on the REIT and the TRS. Columbia Predecessors tax provision
for the three months ended March 31, 2005 was $34,061, primarily for District of Columbia franchise
tax. There are no significant differences between the financial reporting
17
and tax bases of assets
and liabilities. All distributions made in 2005 constituted ordinary income to the recipients.
9. Equity Compensation Plan
The Company accounts for compensation expense related to grants of stock options and other share
based incentive awards in accordance with SFAS No. 123(R), Share-Based Payment. On July 5, 2005,
the Company awarded LTIP Units to directors, consultants and employees, as set forth below. Once
the LTIP Units achieve full parity with the OP Units with respect to liquidating distributions and
are fully vested, with the Companys permission, LTIP Units may be converted into OP Units which
may, in the Companys sole and absolute discretion, be redeemed by the Company for cash or
exchanged for shares of the Companys common stock in the manner described in Note 2. It is the
Companys intention that only Company stock be exchanged for OP Units that are being redeemed. The
LTIP Units granted to directors and consultants vested immediately and the fair value of the LTIP
Units as of date of grant has been recognized as an expense of the Operating Partnership. The LTIP
Units granted to employees vest ratably over a five year period from date of grant, and the fair
value of the LTIP Units as of date of grant is being ratably recognized as an expense of the
Operating Partnership over the five-year vesting period. The aggregate value of the LTIP Units has
not been reflected as unearned compensation within stockholders equity because the LTIP Units
relate only to the Operating Partnership and, consequently, have been reflected as Minority
Interest in the Companys consolidated balance sheets as of March 31, 2006 and
December 31, 2005. As of March 31, 2006, $3,251,250 of the fair value of the LTIP Units granted to
Employees remains to be recognized as expense.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority Interest and |
|
|
|
|
|
|
|
|
|
|
|
Compensation Expense |
|
|
|
As of March 31, 2006 |
|
|
Recognized for the |
|
|
|
LTIP Units |
|
|
LTIP Units |
|
|
Three Months Ended |
|
Recipient Class |
|
Granted |
|
|
Vested |
|
|
March 31, 2006 |
|
Directors |
|
|
20,000 |
|
|
|
20,000 |
|
|
$ |
|
|
Consultants |
|
|
15,000 |
|
|
|
15,000 |
|
|
|
|
|
Employees |
|
|
255,000 |
|
|
|
|
|
|
|
191,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
290,000 |
|
|
|
35,000 |
|
|
$ |
191,250 |
|
|
|
|
|
|
|
|
|
|
|
10. Minimum Future Rentals
The Company leases office space to tenants under various noncancelable operating leases. Leases on
space in the office buildings provide for future minimum rentals plus provisions for escalations in
the event of increased operating costs and real estate taxes (additional rentals).
Minimum future rentals on noncancelable operating leases with original maturities which extend
for more than one year as of March 31, 2006 are as follows:
|
|
|
|
|
Year Ending |
|
|
|
|
December 31, |
|
|
|
|
2006 (nine months) |
|
$ |
18,140,181 |
|
2007 |
|
|
24,391,342 |
|
2008 |
|
|
23,489,121 |
|
2009 |
|
|
21,720,169 |
|
2010 |
|
|
17,059,724 |
|
2011 |
|
|
13,714,633 |
|
Thereafter |
|
|
22,286,795 |
|
|
|
|
|
|
|
$ |
140,801,965 |
|
|
|
|
|
The above
amounts do not reflect additional rentals that may be required by the leases.
11. Related Party Transactions
The Company and Columbia Predecessor conduct business with the unconsolidated real estate entities
in which they invest. Additionally, as discussed below, the Company has engaged in transactions
with companies for which two of the Companys directors serve as executive officers. The amounts of
fees attributable to the percentage of the unconsolidated real estate entities owned by the Company
and
18
Columbia Predecessor have been eliminated from the accompanying consolidated financial
statements and in the tables, below. Descriptions of the types of transactions between the Company,
Columbia Predecessor, related parties, affiliates and unconsolidated real estate entities are as
follows.
Transactions Reflected in the Consolidated and Combined Financial Statements
The Company and Columbia Predecessor receive asset management and construction management fees from
unconsolidated and affiliated real estate entities, including the unconsolidated real estate
entities included in the accompanying consolidated and combined financial statements. Asset
management fees range from 1 to 2 percent of gross rents collected. Construction management fees
range from 1 to 5 percent of construction costs under management.
The Company and CCC receive transaction advisory fees in connection with the purchase, sale or debt
placement for certain properties that they managed or advised, including amounts earned from the
uncombined real estate entities and from affiliates.
The Company leases 7,199 square feet of office space in one of its wholly owned properties to an
affiliate of Alliance Bankshares Corporation, a company for which a director of the Company serves
as Chief Executive Officer. The lease term is five years and began on March 1, 2005 and ends on
February 28, 2010.
The Company and Columbia Predecessor rent office space from an affiliate and also pay monthly fees
for office support services.
The following table sets forth the transactions between the Company and Columbia Predecessor and
affiliates that are reflected in the consolidated and combined financial statements.
|
|
|
|
|
|
|
|
|
|
|
For the Three |
|
For the Three |
|
|
Months Ended |
|
Months Ended |
Service |
|
March 31, 2006 |
|
March 31, 2005 |
Revenues |
|
|
|
|
|
|
|
|
Asset management |
|
$ |
76,785 |
|
|
$ |
352,731 |
|
Construction management |
|
|
31,257 |
|
|
|
|
|
Transaction advisory |
|
|
|
|
|
|
272,524 |
|
Rental revenues |
|
|
42,102 |
|
|
|
13,198 |
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
Office space |
|
|
63,485 |
|
|
|
37,554 |
|
Administrative services |
|
|
17,868 |
|
|
|
22,500 |
|
|
|
|
|
|
|
|
|
|
|
|
As of |
|
As of |
|
|
March 31, |
|
December 31, |
|
|
2006 |
|
2005 |
Receivables |
|
|
|
|
|
|
|
|
Asset management |
|
$ |
46,895 |
|
|
$ |
166,850 |
|
Construction management |
|
|
31,257 |
|
|
|
40,242 |
|
Rental revenues |
|
|
13,999 |
|
|
|
13,999 |
|
19
Transactions Reflected in the Unconsolidated Real Estate Entities
On December 23, 2005, a property, in which the Company holds a 10% interest, leased to Alliance
Bankshares Corporation 25,645 square feet of office space with a lease term beginning five months
after the demised premises has been delivered to the tenant and ending 10 years and two months
thereafter. On a straight line basis, rent for the space will be $734,570 per year over the 127
month period.
Affiliates of Clark Enterprises, Inc.(Clark), a company for which another director of the Company
serves as Senior Vice President and General Counsel, remain as co-investors in two of the Companys
unconsolidated real estate entities from which Clark received distributions of $81,667 and $12,060
in the three months ended March 31, 2006 and 2005, respectively. Clark also provides construction
services to two of the Companys other unconsolidated real estate entities for which Clark was paid
$2,664,226 and $0 in the three months ended March 31, 2006 and 2005, respectively.
The Company leases 21,798 square feet of office space at one of its joint venture properties to a
company controlled by the father of the Companys Chief Executive Officer. The lease commenced on
August 1, 2004 and expires July 31, 2014. The property recorded revenues of $186,165 and $186,165
in the three months ended March 31, 2006 and 2005, respectively, from this lease.
The joint venture entities that own the King Street and 1575 Eye Street properties have purchased
services from affiliates of CarrAmerica Realty Corporation, a company whose Chief Executive Officer
is a sibling of the Companys Chief Executive Officer. CarrAmerica provided construction
management and leasing services to King Street and provided property management and leasing
services to 1575 Eye Street. CarrAmerica also provided construction management to the joint
ventures that own the Madison Place, Victory Point and Independence Center I properties and serves
as co-developer of the Independence Center II property.
For these services, the joint venture properties paid CarrAmerica $166,135 and $82,676 in the three
months ended March 31, 2006 and 2005, respectively.
The Company recorded revenue of $188,493 in the three months ended March 31, 2006 for leasing
advisory services provided to the 1575 Eye Street and Madison place properties.
12. Commitments
During the third quarter of 2005 the Independence Center I joint venture, in which the Company owns
a 14.74% interest, commenced development of Independence Center II (Center II) which will be a
115,368 net rentable square foot office building located in Chantilly, Virginia. The total cost of
the development is expected to be approximately $24,500,000, including land costs and estimated
tenant improvements. Effective October 1, 2005, the Company contributed an 8.1% interest in the
excess land of Independence Center I to form a new joint venture in Center II. In October 2005,
Center II closed on a $15,700,000 construction loan maturing on September 10, 2009 and bearing
interest at a fixed rate of 6.02%. The Company has provided a limited guarantee of the outstanding
loan balance. As of March 31, 2006, the Company has guaranteed up to $737,000 of the loan. The
amount guaranteed will be reduced or terminated based on the project achieving certain leasing and
cash flow performance targets. In addition to the loan guarantee, the Company has also provided a
completion guarantee for the project. The completion guarantee is limited to the Companys
percentage ownership in the project. As of March 31, 2006, approximately $11,220,000 or 46%, of the
total anticipated project costs had been incurred.
On December 7, 2005, the Company entered into a definitive agreement with a third party to acquire
a five-story, approximately 151,400 square foot, office building (Georgetown Plaza) located in
Washington, D.C. for $23,500,000 before transaction costs, including the assumption of a
$16,100,000 mortgage loan, bearing interest at a fixed rate of 5.78% and maturing in June 2013. The
property is subject to a ground lease that expires in December 2058. The acquisition is expected to
be funded through additional borrowings under the Credit Facility. The purchase of the Georgetown
Plaza is subject to the usual and
20
customary closing conditions, including satisfactory completion
by the Company of a due diligence review during the inspection period and the assumption of the
existing mortgage.
On March 15, 2006, the Company entered into a definitive agreement with a third party to acquire a
two-story, approximately 41,400 square foot, office building (the Chubb Building) located in
Reston, Virginia for approximately $11,575,000 before transaction costs, including the assumption
of a $7,400,000 mortgage loan, bearing interest at a fixed rate of 8.28% and maturing in February
2010. The acquisition is expected to be funded through additional borrowings under the Credit
Facility or with new mortgage financing. The purchase of the Chubb Building is subject to the usual
and customary closing conditions, including satisfactory completion by the Company of a due
diligence review during the inspection period.
As of March 31, 2006, the Company was committed to paying approximately $1,300,000 for tenant
improvements and leasing commissions at certain of its wholly owned properties.
The Companys Park Plaza II property is subject to a ground lease which, after giving effect to 14
automatic five-year renewals, expires in August 2076. The Company may cancel the lease at the end
of any renewal term by providing at least six months advance notice. The base rent of $332,069 per
year will increase every 10 years, beginning in August 2010, by the percentage increase in the
Consumer Price Index from the base month of August 2000. Property taxes on the land are paid by the
Company.
The Company is not currently involved in any legal proceedings, other than routine litigation
incidental to the Companys business, nor are any such proceedings known to be contemplated.
13. Subsequent Events
In April 2006, the Company, with the approval of the propertys majority owner, initiated a search
for a buyer of its Victory Point joint venture property. No prospective buyers have been identified
as yet and an eventual sale cannot yet be termed as probable of occurring. In the opinion of
management, as of March 31, 2006, the value of the Companys investment in the property is not
impaired as that term is defined in SFAS No. 144, Accounting for Impairment or Disposal of
Long-Lived Assets.
On April 25, 2006, the Company entered into a definitive agreement with a third party to acquire a
three-story, approximately 102,400 square foot, multi-tenant office building (101 Orchard Ridge)
located in Gaithersburg, Maryland for approximately $27,400,000 before transaction costs. A
$15,500,000 mortgage loan, bearing interest at a fixed rate of 6.06% and maturing in May 2014, will
be assumed as part of the purchase. The acquisition is expected to be funded through additional
borrowings under the Credit Facility. The purchase of 101 Orchard Ridge is subject to the usual and
customary closing conditions, including the assumption of the existing mortgage and satisfactory
completion by the Company of a due diligence review during the inspection period.
21
|
|
|
Item 2. |
|
Managements Discussion and Analysis of Financial Condition and Results of Operations. |
The following discussion and analysis of the financial condition and results of operations of
Columbia Equity Trust, Inc. (the Company) and Columbia Equity Trust, Inc. Predecessor (Columbia
Predecessor) should be read in conjunction with the financial statements and notes thereto
appearing elsewhere in this Form 10-Q .
Columbia Predecessor is not a legal entity but rather a combination of real estate entities and
asset management operations under common ownership and management as described further below.
References to we, us, and our refer to Columbia Equity Trust, Inc. and its consolidated
subsidiaries or Columbia Predecessor, as applicable.
Forward Looking Statements
When used, the words believe, estimate, expect, intend, may, might, plan, project,
result, should, will, anticipate and similar expressions which do not relate solely to
historical matters are intended to identify forward-looking statements. Any projection of revenues,
earnings or losses, capital expenditures, distributions, capital structure or other financial terms
is a forward-looking statement. Any forward-looking statements presented in this report, or which
management may make orally or in writing from time to time, are based upon managements beliefs,
assumptions and expectations of our future operations and economic performance, taking into account
the information currently available to us. These beliefs, assumptions and expectations are subject
to risks and uncertainties and can change as a result of many possible events or factors, not all
of which are known to us at the time that we make such statements. Should one or more of these
risks, uncertainties or events materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, estimated or projected by the
forward-looking statements. Accordingly, investors should not place undue reliance on these forward-looking statements.
Some of the risks and uncertainties that may cause our actual results, performance or
achievements to differ materially from those expressed or implied by forward-looking statements
include the following:
|
|
|
general risks affecting the commercial office property industry; |
|
|
|
|
risks associated with the availability and terms of financing and the use of debt,
equity or other types of financings; |
|
|
|
|
failure to manage effectively (i) our growth and (ii) our transition from a privately
held to a publicly held company; |
|
|
|
|
risks and uncertainties affecting property development and construction; |
|
|
|
|
risks associated with downturns in the national and local economies, increases in
interest rates and volatility in the securities markets; |
|
|
|
|
risks associated with actual and threatened terrorist attacks; |
|
|
|
|
costs of compliance with the Americans with Disabilities Act and other similar laws and
potential liability for uninsured losses and environmental contamination; |
|
|
|
|
risks associated with the potential failure to qualify as a REIT; and |
22
|
|
|
the other risk factors identified in Part I, Item 1A Risk Factors contained in our
Annual Report on Form 10-K for the year ended December 31, 2005. |
The risks set forth above and those contained in our Annual Report Form 10-K, as well as those risk
factors described in other documents that we file from time to time with the Securities and
Exchange Commission, are not exhaustive. New risk factors may emerge from time to time and it is
not possible for management to predict all risk factors, nor can it assess the impact of all risk
factors on our business or the extent to which any factor, or combination of factors, may cause
actual results to differ materially from those contained in any forward-looking statements. We
undertake no obligation to update any forward-looking statements to reflect changes in underlying
assumptions or factors, new information, future events, or otherwise, and you should not rely upon
these forward-looking statements after the date of this report.
Overview and Recent Developments
We are a self-advised and self-managed real estate company formed to succeed to the commercial
office property business of Carr Capital Corporation (Carr Capital). We primarily focus on the
acquisition, development, renovation, repositioning, ownership, management and operation of
commercial office properties located predominantly in the Greater Washington, D.C. area.
Columbia Equity Trust, Inc. commenced operations on July 5, 2005. During the periods presented
prior to the completion of its initial public offering (the IPO) on July 5, 2005 in the
accompanying combined financial statements, Columbia Predecessor was the limited partner and/or
general partner or managing member of the real estate entities that directly or indirectly owned
certain of our initial properties. The ultimate owners of Columbia Predecessor are Carr Capital and
its wholly-owned subsidiary, Carr Capital Real Estate Investments, LLC (CCREI), (collectively
CCC), The Oliver Carr Company and Carr Holdings, LLC, all of which are controlled by Oliver T.
Carr, Jr. and Oliver T. Carr, III, acting as a common control group.
As of March 31, 2006, we:
|
|
|
owned interests in 18 commercial office properties consisting of approximately 2.6
million square feet and one development property, including: |
|
- |
|
100% fee simple ownership in nine properties totaling approximately
946,000 square feet of net rentable area; |
|
|
- |
|
a 100% leasehold interest in an approximately 126,000 square foot
office building in North Rockville, Maryland (the property is subject to a ground
lease with a remaining term, including extension options, of 70 years); |
|
|
- |
|
partial interests ranging from 9% to 50% in eight office properties
totaling approximately 1.6 million square feet of net rentable area; and |
|
|
- |
|
an 8.1% joint venture interest in an approximately 115,000 square
foot office building development adjacent to our Independence Center I property. |
|
|
|
provided asset management services to related parties for three office buildings
containing approximately 690,000 net rentable square feet and two hotel properties
containing approximately 610 rooms. |
During the first three months of 2006, we completed the following significant transactions:
|
|
|
On January 12, 2006, we completed the acquisition of 1025 Vermont Avenue in Washington,
D.C. for a purchase price of approximately $34.1 million, net of transaction costs. The
transaction was funded with borrowings under our credit facility and the assumption of a
$19.0 million mortgage loan which bears interest at 4.91% and matures in January 2010.
Subsequent to the closing of the acquisition, the lender for the mortgage loan advanced an
additional $3.5 million in loan proceeds |
23
|
|
|
resulting in an outstanding balance of $22.5 million. Concurrent with the increase in loan
proceeds, the interest rate was re-set to a fixed rate of 5.11%. The additional loan
proceeds were used to repay amounts outstanding under our credit facility. The property
contains approximately 115,000 net rentable square feet of space and was 97% leased to 27
tenants at the time of acquisition. |
|
|
|
|
On February 16, 2006, we completed a $24.3 million, ten-year mortgage financing at a
rate of 5.53% per annum that matures in March 2016. The financing requires monthly
payments of interest-only at a fixed interest rate of 5.53% through March 2012 and monthly
payments of principal and interest from April 2012 through February 2016 based on a fixed
interest rate of 5.53% and a 360 month amortization schedule. The financing is secured by
our leasehold interest in Park Plaza II. |
In addition to completing the transactions detailed above, on March 15, 2006, we entered into a
material definitive agreement to acquire a two-story, approximately 41,400 square foot, office
building (the Chubb Building) located in Reston, Virginia for $11,575,000, before transaction
costs. The property is subject to a mortgage loan with an outstanding principal balance of
approximately $7.4 million which bears interest at a fixed rate of 8.28% and matures in February
2010. We expect to fund the transaction with proceeds from our credit facility and either the
assumption of the existing mortgage financing or with new mortgage financing. The property includes
additional land for development. The purchase of the Chubb Building is subject to customary closing
conditions, including the satisfactory completion of a due diligence review during its inspection
periods.
Subsequent Events
On April 25, 2006, we entered into a material definitive agreement (the Orchard Ridge Purchase
Agreement) to acquire a three-story, approximately 102,400 square foot multi-tenant office
building (101 Orchard Ridge) located in Gaithersburg, Maryland for approximately $27.4 million
before transaction costs. We expect to fund the transaction with proceeds from our credit facility.
Concurrent with the acquisition, we will assume a $15.5 million mortgage loan which bears interest
at 6.06% and matures in May 2014. The purchase of 101 Orchard Ridge is subject to customary closing
conditions, including the assumption of the existing mortgage and the satisfactory completion of a
due diligence review during its inspection period.
Our Business Strategy
Our goal is to generate attractive, long-term risk-adjusted investment returns for our
stockholders through:
|
|
|
Investing in Small-to-Medium Size Office Buildings. We invest principally in
small-to-medium size office properties with an initial cost between $10 and $60 million as
we believe these properties present opportunities for attractive, risk-adjusted returns
due to the lower degree of institutional focus on this segment of the office market. |
|
|
|
|
Selective and Strategic Geographic Focus. We focus primarily on the Greater
Washington, D.C. commercial office property market to take advantage of the strong
economic and demographic characteristics of that market, leverage our local market
expertise and relationships and create economies of scale through the clustering of
properties. |
|
|
|
|
Intensive and Efficient Asset Management. We intensively manage each of our
properties through active property leasing and targeted capital improvements, which may
include re-positioning or redeveloping certain properties, while maintaining efficiency
through the outsourcing of non-strategic property functions. |
24
|
|
|
Strategic Joint Ventures. We selectively enter into joint ventures where appropriate
to leverage our equity returns through fees and disproportionate cash flow distributions,
as well as manage the risks associated with certain properties that may be inappropriate
to wholly own due to size or vacancy levels. |
|
|
|
|
Recycling Capital. We evaluate individual properties in our portfolio to assess their
future potential growth against current market values. If we believe that we have
maximized a propertys value potential, we will look to sell or recapitalize the property
and reinvest the profit generated from the sale or recapitalization into new investments
that offer improved earnings potential for our stockholders. |
|
|
|
|
Maintain Investment Flexibility. When the market for new acquisitions remains
competitive, we will consider allocating additional capital into development and
alternative investment structures, including equity joint ventures and mezzanine debt,
which may offer investment yields above those provided through wholly owned property
acquisitions. In addition, we will consider investments in contiguous markets, as well as
investments in mixed-use properties, that provide an appropriate investment yield premium. |
Office Market Commentary
The results of our operations are significantly influenced by real estate and economic market
conditions throughout the Greater Washington, D.C. area.
During the first quarter of 2006, economic and real estate fundamentals in the Greater Washington,
D.C. area remained solid. According to the CoStar Group, as of March 31, 2006:
|
|
|
Market-wide office vacancy levels remained low decreasing to 9.0% at March 31, 2006.
This compares to vacancy rates of 9.2% at December 31, 2005; 9.5% at September 30, 2005;
10.0% at June 30, 2005; and 10.3% at March 31, 2005. |
|
|
|
|
Vacancy levels by region at March 31, 2006 stood at 7.4% for the District of Columbia;
9.4% for suburban Maryland; and 10.0% for northern Virginia. |
|
|
|
|
The average quoted asking rental rate for all classes of available office space was
$30.73 at March 31, 2006, representing a 1.4% increase in quoted rental rates from $30.30
at March 31, 2005. |
|
|
|
|
There was approximately 16.2 million square feet of office space under construction at
March 31, 2006, represented by 6.5 million square feet in the District of Columbia, 8.3
million square feet in northern Virginia and 1.4 million square feet in suburban Maryland.
This compares to a total of 12.2 million square feet of office space under construction at
March 31, 2005. |
Sales activity of office buildings remained brisk during the twelve months ended December 31, 2005,
the most recent time period for which this information is available with total volume amounting to
approximately $10.0 billion compared to $7.0 billion during the twelve months ended December 31,
2004.
The unemployment rate for the Greater Washington, D.C. area as of March 31, 2006 was 3.0%, one of
the lowest in the United States among major metropolitan areas. Job growth also remained among the
highest among major metropolitan areas posting an increase of approximately 76,000 in non-farm
payrolls for the twelve months ended March 31, 2006. We believe the Greater Washington, D.C. areas
diversified base of businesses coupled with the favorable impact of government spending in the
region has provided positive support for the regions economy.
Acquisition and leasing markets in the region remain competitive, however. Although we believe the
Greater Washington, D.C. area is one of the best markets in the country for our focused office
investment and development strategy, we face a more competitive investment climate today than at
the time of our IPO
25
nine months ago as the area has experienced an influx of investors attracted to the growth
potential and stability of the market. Our response to the level of competition, and reduced number
of attractive yield opportunities, has been to remain patient, maintain our underwriting
discipline, and vigorously pursue those investments that meet our return thresholds.
With respect to the leasing environment, the tightening of office space markets through declining
vacancy rates has provided landlords the ability to increase rental rates in many sub-markets
throughout the region. While costs for tenant improvements remain high, we expect the region to
experience meaningful rent growth over the next 18 months and a moderation in expenses borne by
landlords for tenant improvements.
You should be aware that when you read our financial statements and the information included above,
office markets, in general, and our operations, in particular, are significantly affected by both
macro and micro economic factors, including actual and perceived trends in various national and
economic conditions that affect commercial real estate. Periods of economic slowdown or recession,
rising interest rates, declining demand for real estate, or the public perception that any of these
events may occur can adversely affect our business. Such conditions could lead to a decline in
property values.
The following table sets forth information related to the properties we owned or in which we had an
ownership interest, at March 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Our Pro |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rata Share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annualized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rent as a % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquired |
|
|
|
|
|
Net Rentable |
|
Occupancy |
|
Total |
|
of our Total |
|
|
Ownership |
|
|
|
|
|
|
|
|
|
by Columbia |
|
Year Built/ |
|
Area |
|
at |
|
Annualized |
|
Annualized |
Property (1) |
|
Interest |
|
Tenancy |
|
Market |
|
or Predecessor |
|
Renovated |
|
(Square Feet) |
|
March 31, 2006 |
|
Rent (2) |
|
Rent (3) |
1025 Vermont Avenue |
|
|
100 |
% |
|
Multi-Tenant |
|
Washington, D.C. |
|
|
2006 |
|
|
|
1964 - 2003 |
|
|
|
114,801 |
|
|
|
97 |
% |
|
$ |
3,892,356 |
|
|
|
10.5 |
% |
14700 Lee Road |
|
|
100 |
% |
|
Single Tenant |
|
Northern Virginia |
|
|
2005 |
|
|
|
2000 |
|
|
|
84,652 |
|
|
|
100 |
% |
|
|
2,126,280 |
|
|
|
5.8 |
% |
Fair Oaks |
|
|
100 |
% |
|
Multi-Tenant |
|
Northern Virginia |
|
|
2001 |
|
|
|
1985 |
|
|
|
126,949 |
|
|
|
95 |
% |
|
|
2,593,740 |
|
|
|
7.0 |
% |
Greenbriar |
|
|
100 |
% |
|
Multi-Tenant |
|
Northern Virginia |
|
|
2001 |
|
|
|
1985 - 1998 |
|
|
|
111,721 |
|
|
|
88 |
% |
|
|
2,118,372 |
|
|
|
5.7 |
% |
Loudoun Gateway IV |
|
|
100 |
% |
|
Single Tenant |
|
Northern Virginia |
|
|
2005 |
|
|
|
2002 |
|
|
|
102,987 |
|
|
|
100 |
% |
|
|
1,563,096 |
|
|
|
4.2 |
% |
Meadows IV |
|
|
100 |
% |
|
Multi-Tenant |
|
Northern Virginia |
|
|
2004 |
|
|
|
1988 - 1997 |
|
|
|
148,160 |
|
|
|
100 |
% |
|
|
3,216,852 |
|
|
|
8.7 |
% |
Oakton |
|
|
100 |
% |
|
Multi-Tenant |
|
Northern Virginia |
|
|
2005 |
|
|
|
1985 |
|
|
|
64,648 |
|
|
|
100 |
% |
|
|
1,684,272 |
|
|
|
4.6 |
% |
Park Plaza II (4) |
|
|
100 |
% |
|
Multi-Tenant |
|
Suburban Maryland |
|
|
2005 |
|
|
|
2001 |
|
|
|
126,228 |
|
|
|
98 |
% |
|
|
3,812,808 |
|
|
|
10.3 |
% |
Patrick Henry |
|
|
100 |
% |
|
Multi-Tenant |
|
Newport News, VA |
|
|
2005 |
|
|
|
1989 |
|
|
|
98,883 |
|
|
|
94 |
% |
|
|
1,796,136 |
|
|
|
4.9 |
% |
Sherwood Plaza |
|
|
100 |
% |
|
Multi-Tenant |
|
Northern Virginia |
|
|
2000 |
|
|
|
1984 |
|
|
|
92,960 |
|
|
|
100 |
% |
|
|
2,090,448 |
|
|
|
5.7 |
% |
King Street |
|
|
50 |
% |
|
Multi-Tenant |
|
Northern Virginia |
|
|
1999 |
|
|
|
1984 - 2004 |
|
|
|
149,080 |
|
|
|
86 |
% |
|
|
3,812,976 |
|
|
|
5.2 |
% |
Madison Place |
|
|
50 |
% |
|
Multi-Tenant |
|
Northern Virginia |
|
|
2003 |
|
|
|
1989 |
|
|
|
108,252 |
|
|
|
81 |
% |
|
|
2,403,300 |
|
|
|
3.2 |
% |
Barlow Building |
|
|
40 |
% |
|
Multi-Tenant |
|
Suburban Maryland |
|
|
2005 |
|
|
|
1966 - 2001 |
|
|
|
270,562 |
|
|
|
93 |
% |
|
|
8,899,404 |
|
|
|
9.6 |
% |
Atrium Building |
|
|
37 |
% |
|
Multi-Tenant |
|
Northern Virginia |
|
|
2004 |
|
|
|
1978 - 1999 |
|
|
|
138,507 |
|
|
|
100 |
% |
|
|
4,009,632 |
|
|
|
4.0 |
% |
Suffolk Building |
|
|
37 |
% |
|
Single Tenant |
|
Northern Virginia |
|
|
2005 |
|
|
|
1964 - 2003 |
|
|
|
257,425 |
|
|
|
100 |
% |
|
|
6,381,528 |
|
|
|
6.3 |
% |
Independence Center |
|
|
15 |
% |
|
Multi-Tenant |
|
Northern Virginia |
|
|
2002 |
|
|
|
1999 |
|
|
|
275,002 |
|
|
|
92 |
% |
|
|
5,714,028 |
|
|
|
2.3 |
% |
1575 Eye Street |
|
|
9 |
% |
|
Multi-Tenant |
|
Washington, D.C. |
|
|
2002 |
|
|
|
1979 |
|
|
|
210,372 |
|
|
|
99 |
% |
|
|
7,912,368 |
|
|
|
2.0 |
% |
Victory Point |
|
|
10 |
% |
|
Multi-Tenant |
|
Northern Virginia |
|
|
2005 |
|
|
|
1989 - 2005 |
|
|
|
147,966 |
|
|
|
0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total / Weighted
Average (5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,629,155 |
|
|
|
95 |
% |
|
$ |
64,027,596 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
|
|
|
(1) |
|
Information set forth in this table excludes our 8.1% ownership interest in the joint
venture that owns the Independence Center II development property. |
|
(2) |
|
Annualized rent is calculated by multiplying by a factor of twelve the actual
contractual monthly base rent at March 31, 2006 for each tenant. Total annualized rent
includes our joint venture partners pro rata share of contractual base rent. |
|
(3) |
|
Represents the percentage of our pro rata share of annualized rent (which is based
upon our percentage ownership interest in each property) divided by our total pro rata
share of annualized rent of our portfolio. |
|
(4) |
|
The property is subject to a ground lease with a remaining term, including extension
options, of 70 years. |
|
(5) |
|
Excludes the occupancy of Victory Point which was acquired vacant in March 2005 by
Columbia Predecessor through a joint venture and is currently being re-developed. The
weighted average occupancy including Victory Point was approximately 89% at March 31,
2006. We expect Victory Point to be placed in-service during the second quarter of 2006. |
Summary of Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our
consolidated financial statements, which have been prepared in accordance with accounting principles
generally accepted in the United States, or GAAP. Our significant accounting policies are described
in the notes to our financial statements. The preparation of these financial statements in conformity
with GAAP requires us to make estimates, judgments and assumptions that affect the reported amounts
of assets, liabilities, revenues and expenses. We base these estimates, judgments and assumptions
on historical experience and on various other factors that we believe to be reasonable under the
circumstances. Actual results may differ from these estimates under different assumptions or
conditions, as described below.
The following are certain critical accounting polices and estimates which impact our Company, these
policies have not changed during 2006.
Revenue Recognition and Allowance for Doubtful Accounts Receivable
Rental income with scheduled rent increases is recognized using the straight-line method over the
term of the leases. Our leases generally contain provisions under which the tenants reimburse us
for a portion of property operating expenses and real estate taxes incurred by us. Such
reimbursements are recognized in the period that the expenses are incurred. Lease termination fees
are recognized when the related leases are canceled and we have no continuing obligation to provide
services to such former tenants.
We must make estimates related to the collectibility of our accounts receivable generated by
minimum rent, deferred rent, tenant reimbursements, lease termination fees and other income. We
specifically analyze accounts receivable and historical bad debts, tenant concentrations, tenant
creditworthiness, and current economic trends when evaluating the adequacy of the allowance for
doubtful accounts receivable. These estimates have a direct impact on our net income, because a
higher bad debt allowance would result in lower net income.
Investments in Real Estate
When accounting for investments in real estate, we first determine the consideration to be paid,
whether cash, our common stock, operating partnership units or a combination of the three, and
whether the investment is being acquired from a third party or related party.
For purchases of real estate from third parties, the purchase is recorded at original cost.
Pre-acquisition costs, including legal and professional fees and other third-party costs related
directly to the acquisition of the property, are accounted for as part of the purchase price.
Improvements and replacements are capitalized when they extend the useful life, increase capacity
or improve the efficiency of the property. Repairs and maintenance are charged to expense as
incurred. If the purchase is made using our common stock or operating partnership units, then the
fair value of the stock or units issued is used to determine the purchase price. We allocate the
purchase price to the net tangible and identified intangible assets acquired
27
based on their fair
values in accordance with the provisions of Statement of Financial Accounting Standards (SFAS)
No. 141, Business Combinations. In making estimates of fair values for purposes of allocating
purchase price, we utilize a number of sources, including independent appraisals that may be
obtained in connection with the acquisition or financing of the property and other market data. We
also consider information obtained about each property as a result of our due diligence, marketing
and leasing activities.
We allocate a portion of the purchase price to above-market and below-market in-place lease values
based on the present value, using an interest rate which reflects the risks associated with the
leases acquired, of the difference between (i) the contractual amounts to be paid pursuant to the
in-place leases and (ii) our estimate of the fair market lease rates for the corresponding in-place
leases, measured over the remaining non-cancelable term of the lease. The above-market lease values
are recorded as intangible assets and are amortized as a reduction of rental income over the
remaining non-cancelable terms of the respective leases. The below-market lease values are recorded
as deferred credits and are amortized as an increase to rental income over the remaining
non-cancelable terms of the respective leases. If a tenant terminates a lease early, then any
remaining unamortized lease value is charged or credited to rental revenue.
We also allocate a portion of the purchase price to the value of leases acquired based on the
difference between (i) the property valued with existing in-place leases adjusted to market rental
rates and (ii) the property valued as if vacant. We use our own estimates, or independent
appraisals, if available, to determine the respective in-place lease values. Factors we consider in
our analysis include an estimate of carrying costs during the expected lease-up period considering
current market conditions and costs to execute similar leases. In estimating carrying costs, we
include real estate taxes, insurance and other operating expenses. We also estimate costs to
execute similar leases which primarily include leasing commissions and costs of providing tenant
improvements.
The values of in-place leases and customer relationships are recorded as intangible assets and
amortized to expense over the remaining weighted average non-cancelable terms of the respective
leases. Should a tenant terminate its lease early, the remaining unamortized portion of the related
intangible asset is recorded as expense.
Investments in Unconsolidated Real Estate Entities
For investments in real estate entities that we will not wholly own, we determine whether our
investment is a variable interest in a variable interest entity as defined in FASB Interpretation
(FIN) No. 46(R), Consolidation of Variable Interest Entities. If the underlying entity is a
variable interest entity, or VIE, as defined under FIN 46 (R), the venture partner that absorbs a
majority of the expected losses, expected gains, or both, of the VIE is deemed to be the primary
beneficiary and must consolidate the VIE. If the entity is not a VIE, the entity is evaluated for
consolidation based on controlling interests. If we have the
ability to control operations and where no approval, veto or other important rights have been
granted to other holders, the entity would be consolidated. We are not the primary beneficiary of
any VIEs nor do we have controlling interests in any joint ventures. Therefore, we account for
joint ventures under the equity method of accounting. Under the equity method, the investments are
recorded initially at our cost and subsequently adjusted for our net equity in income and cash
contributions and distributions.
Depreciation, Amortization and Impairment of Long-Lived Assets
We depreciate the values allocated to buildings and building improvements on a straight-line basis
using an estimated life of 40 years and tenant improvements on a straight-line basis using the same
life as the minimum lease term of the related tenant. The values of above-market and below-market
leases are amortized over the remaining life of the related lease and recorded as either an
increase (for below-market leases) or a decrease (for above-market leases) to rental revenue. We
amortize the values of other intangible assets over their estimated useful lives. Changes in these
estimates would directly impact our results of
28
operations.
We are required to make subjective assessments as to whether there are impairments of our
properties. We periodically evaluate each property for impairment and to determine if it is
probable that the sum of expected future undiscounted cash flows is less than the carrying amount.
If we determine that an impairment has occurred, we record a write-down to reduce the carrying
amount of the property to its estimated fair value, if lower, which would have a direct impact on
our results of operations because the recording of an impairment loss would result in an immediate
negative adjustment to net income.
Results of Operations
The following is a comparison, for the three months ended March 31, 2006 and 2005 of the
consolidated operating results of Columbia Equity Trust, Inc. and the operating results of Columbia
Predecessor, our predecessor. The results of operations set forth in the following discussion for
the three months ended March 31, 2005 contain the results of operations of Columbia Predecessor
that occurred prior to the completion of our IPO and various formation transactions. Due to the
timing of the IPO and the formation transactions, we do not believe that the results of operations
discussed are necessarily indicative of our future operating results.
Comparison of Three Months Ended March 31, 2006 to Three Months Ended March 31, 2005
Base Rents
Base rental revenue is comprised of contractual rent, including the impacts of straight-line
revenue and above and below market rental revenue from our wholly-owned properties. Base rent
revenues were $6.2 million for the three months ended March 31, 2006 compared to $0 for the three
months ended March 31, 2005. The increase in revenues was due to the inclusion of rental revenues
for five properties in which we acquired a 100% interest in connection with our IPO and the
acquisition of five additional wholly owned properties subsequent to completion of our IPO. Prior
to our IPO in July 2005, we did not maintain majority control of any office properties, and as a
result did not record any base rental revenue.
Recoveries from Tenants
Recoveries from tenants includes operating and common area maintenance costs reimbursed by our
tenants from our wholly-owned properties. Recoveries from tenants were $309,297 for the three
months ended March 31, 2006 compared to $0 for the three months ended March 31, 2005. The
increase was due to the inclusion of tenant recoveries for five properties in which we acquired a
100% interest in connection with our IPO and the acquisition of five additional wholly owned
properties subsequent to
completion of our IPO. Prior to our IPO in July 2005, we did not maintain majority control of any
office properties and as a result did not record any tenant recoveries.
Fee Income
Fee income consists of: (1) transaction fees received by us from third parties relating to services
provided in connection with property acquisitions or debt financing and (2) asset management fees
received by us from third and related parties in connection with the oversight of property level
accounting, risk management (insurance), lease administration and physical maintenance and repairs.
Fee income decreased by $218,011, or 35%, to $404,348 for the three months ended March 31, 2006
compared to the three months ended March 31, 2005. The decrease was due primarily to a reduction
in: (1) transaction fee volume of approximately $270,000 that occurred in the first quarter of 2005
associated with the acquisition of Victory Point and (2) asset management fees of approximately
$150,000 for a residential condominium conversion project in which Columbia Predecessor maintained
an ownership interest. The decrease associated with these fees was off-set partially by fees of
approximately $188,000 earned as agent on leases
29
signed at our 1575 Eye Street and Madison Place
joint ventures and an additional $57,000 of fees earned for construction management services. We
expect to receive less fee income in the future from transaction fees as we place a greater
emphasis on rental income generated by our ownership interest in commercial office properties.
Property Operating Expenses
Property operating expenses consist primarily of expenses incurred by our wholly-owned properties
for property management fees and salaries, cleaning, security, and repairs and maintenance costs.
Property operating expenses were $1,141,194 for the three months ended March 31, 2006 compared to
$0 for the three months ended March 31, 2005. The increase was due to the inclusion of property
operating expenses for five properties in which we acquired a 100% interest in connection with
our IPO and the acquisition of five additional wholly owned properties subsequent to completion
of our IPO. Prior to our IPO in July 2005, we did not maintain majority control of any office
properties and as a result did not record any property operating expenses.
Utility Expenses
Utility expenses were $532,184 for the three months ended March 31, 2006 compared to $0 for the
three months ended March 31, 2005. The increase was due to the inclusion of utility expenses for
five properties in which we acquired a 100% interest in connection with our IPO and the
acquisition of five additional wholly owned properties subsequent to completion of our IPO. Prior
to our IPO in July 2005, we did not maintain majority control of any office properties and as a
result did not record any utility expenses.
Real Estate Taxes and Insurance Expenses
Real estate taxes and insurance expenses were $656,837 for the three months ended March 31, 2006
compared to $0 for the three months ended March 31, 2005. The increase was due to the inclusion
of real estate taxes and insurance expenses for five properties in which we acquired a 100%
interest in connection with our IPO and the acquisition of five additional wholly owned
properties subsequent to completion of our IPO. Prior to our IPO in July 2005, we did not
maintain majority control of any office properties and as a result did not record any real estate
taxes and insurance expenses.
General and Administrative Expenses
General and administrative expenses consist primarily of corporate level expenses not associated
directly with our properties. This includes, but is not limited to, personnel compensation and
benefits, accounting
and legal fees, rent expense for our corporate headquarters and other public company costs. General
and administrative expenses increased by 450,649, or 18.9%, to $829,623 for the three months ended
March 31, 2006 compared to the three months ended March 31, 2005. The increase was primarily due to
additional on-going general and administrative expense costs attributable to operations as a public
company.
Share-based Compensation Cost
Share-based compensation costs were $234,750 for the three months ended March 31, 2006 compared to
$0 for the three months ended March 31, 2005. The increase was due to amortization in the amount of
$191,250 representing the vested portion of LTIP units for the period and $43,500 representing
dividend compensation paid on the LTIP units.
Depreciation and Amortization Expenses
Depreciation and amortization expenses include depreciation of real estate assets, amortization
of
30
intangible assets and external leasing commissions. Depreciation and amortization expenses
were $3.5 million during the three months ended March 31, 2006 compared to $3,003 for the three
months ended March 31, 2005. The increase was due primarily to the inclusion of real estate
depreciation for five properties in which we acquired a 100% interest in connection with our IPO
and the acquisition of five additional wholly owned properties subsequent to completion of our
IPO. Prior to our IPO in July 2005, we did not maintain majority control of any office properties
and as a result incurred minimal depreciation costs.
Interest Income
Interest income increased by $38,003 to $43,335 for the three months ended March 31, 2006 compared
to the three months ended March 31, 2005. The increase is primarily due to higher levels of cash
balances.
Interest Expense
Interest expense increased by $1.1 million to $1.2 million for the three months ended March 31,
2006 compared to the three months ended March 31, 2005. The increase was primarily due to increased
levels of debt associated with the financing of properties acquired since the completion of our
IPO.
Equity in Net Income (Loss) of Unconsolidated Real Estate Entities
Equity in net income (loss) of unconsolidated real estate entities decreased by $238,887, or 232%,
to ($135,970) for the three months ended March 31, 2006 compared to $102,917 for the three months
ended March 31, 2005. The decrease was primarily due to: (1) increased ownership interests in seven
of our joint venture properties in connection with our IPO resulting in additional equity in net
losses; and (2) a decrease of approximately $96,000 in equity in net income of entities that were
not contributed to our Company by the Predecessor, primarily its interest in a condominium
conversion project.
Minority Interest
Minority interest increased to $75,501 for the three months ended March 31, 2006 from $0 for the
three months ended March 31, 2005. The increase represents our minority partners interests in the
net loss for the first quarter of 2006. These minority interests were created in connection with
our IPO and related formation transactions.
Net Income
The Companys net income decreased by approximately $1.3 million, or 424%, to a net loss of
approximately $1.0 million for the three months ended March 31, 2006, as compared to approximately
$312,320 for the three months ended March 31, 2005. The decrease between the two periods is
primarily due to the effects the impact of our formation transactions from the IPO and subsequent
acquisitions which substantially increased our ownership in commercial office properties and the
collective net loss generated by these properties.
Consolidated Cash Flows
Net cash provided by operating activities increased to $2.5 million for the three months ended
March 31, 2006 compared to $(302,267) for the three months ended March 31, 2005. The increase was
primarily due to increases in our operating cash flows resulting from wholly-owned commercial
office properties, joint venture interests and management contracts acquired by us from Columbia
Predecessor and other parties at our IPO and related formation transactions as well as acquisition
of office real estate investments in subsequent acquisitions.
31
Net cash used in investing activities decreased to $(14.7) million for the three months ended March
31, 2006 compared to $(50,539) for the three months ended March 31, 2005. The decrease was
primarily due to $14.2 million paid to acquire interests in rental property and related intangible
assets.
Net cash provided by financing activities increased to $13.8 million for the three months ended
March 31, 2006 compared to $(60,424) for the three months ended March 31, 2005. The increase was
primarily due to the net proceeds received from the mortgage financing of our Park Plaza II and
1025 Vermont properties, which was partially offset by the repayment of $26.3 million of borrowings
under our credit facility.
Liquidity and Capital Resources
We utilized the net proceeds from our IPO in July 2005 to acquire ownership interests in 16
commercial office properties for approximately $148.1 million and repay approximately $40.7 million
of indebtedness associated with several of the properties. Our total market capitalization at March
31, 2006 was approximately $429.7 million based on the closing price on the New York Stock Exchange
of our common stock at March 31, 2006 of $17.58 per share (assuming the conversion of 1,359,973
operating partnership and LTIP units into common stock) and debt outstanding of approximately
$162.0 million (exclusive of accounts payable and accrued expenses but including our pro rata share
of joint venture debt). As a result, our debt to total market capitalization ratio was
approximately 38% at March 31, 2006. As of March 31, 2006, our pro rata share of joint venture debt
totaled approximately $77.7 million. With the exception of a limited guarantee in the amount of
approximately $737,000, our pro rata share of joint venture debt is non-recourse to us and is
collateralized by the real estate properties held by the joint ventures. We do not have a policy
limiting the amount of debt that we may incur, although we have established 55% 60% as the target
range for our total debt-to-market capitalization, including our pro rata share of joint venture
debt. Accordingly, we have discretion to increase the amount of our outstanding debt at any time
without approval by our stockholders.
Short-term Liquidity
Our short-term liquidity requirements consist primarily of funds necessary to pay operating
expenses including:
|
|
|
recurring maintenance, repairs and other operating expenses necessary to
properly maintain our properties; |
|
|
|
|
property taxes and insurance expenses; |
|
|
|
|
interest expense and scheduled principal payments on outstanding indebtedness; |
|
|
|
|
capital expenditures incurred to facilitate the leasing of space at our
properties, including tenant improvements and leasing commissions; |
|
|
|
|
general and administrative expenses; and |
|
|
|
|
distributions to our stockholders and operating partnership unit holders. |
We expect to meet our short-term liquidity requirements generally through cash provided from
operations, our working capital, and by drawing upon our credit facility.
32
Long-term Liquidity
Our long-term liquidity requirements consist primarily of funds necessary to pay for scheduled debt
maturities, renovations, expansions and other capital expenditures that need to be made
periodically to our properties, and the costs associated with acquisitions of properties that we
pursue. We expect to meet our long-term liquidity requirements for the funding of property
acquisitions and other capital improvements through cash provided from operations, long-term
secured and unsecured indebtedness, the issuance of equity and debt securities and other financing
alternatives. We also intend to fund property acquisitions and other capital improvements using
borrowings, by potentially refinancing properties in connection with their acquisition, selectively
disposing of assets, as well as by potentially raising equity capital through joint ventures. We
may also issue units of limited partnership interest in our operating partnership (OP Units) to
fund a portion of the purchase price for some of our future property acquisitions.
On November 28, 2005, we entered into a $75.0 million secured revolving credit facility with Wells
Fargo Bank, National Association serving as the Administrative Agent. The credit facility has a
two year term with a one year extension option. Availability under the credit facility is based on
the value of the assets that we pledge as collateral. The credit facility is currently secured by
first mortgages on the Fair Oaks, Greenbriar, Loudoun Gateway IV, Oakton and Sherwood Plaza
properties. Borrowings under the credit facility bear interest at the London Interbank Offered Rate
(LIBOR) plus 1.10% to 1.35%. Three month LIBOR was 4.99% as of March 31, 2006. The exact interest
payable under the credit facility depends upon the ratio of our total indebtedness to total asset
value as measured on a quarterly basis. Pursuant to the terms of the credit facility, this ratio
cannot exceed 75%.
The terms of the credit facility include certain restrictions and covenants, which limit,
among other things, the payment of dividends. The terms also require compliance with financial
ratios relating to the minimum amounts of net worth, fixed charge coverage, cash flow coverage, the
maximum amount of indebtedness and certain investment limitations. The dividend restriction
referred to above provides that, except to enable us to continue to qualify as a REIT for federal
income tax purposes, we will not during any four consecutive quarters make distributions with
respect to common stock or other equity interest in an aggregate amount of 95% of funds from
operations, as defined, for such period, subject to other adjustments. Management believes that we
were in compliance with all of the restrictions and covenants as of March 31, 2006.
In addition, the credit facility contains customary events of default, including among others,
nonpayment of principal, interest, fees or other amounts; material inaccuracy of representations;
violation of covenants; and certain bankruptcy events. If an event of default occurs and is
continuing under the credit facility, the entire outstanding balance under the credit facility may
become immediately due and payable.
The following table sets forth certain information with respect to consolidated and unconsolidated
indebtedness outstanding as of March 31, 2006:
33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Rata Share of |
|
|
|
|
|
|
|
|
|
|
|
Principal Balance |
|
Principal Balance |
|
|
|
|
|
|
|
|
|
|
|
as of |
|
as of |
|
|
|
Interest Rate |
|
|
Maturity Date |
|
|
March 31, 2006 |
|
|
March 31, 2006 (1) |
|
Consolidated Debt (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patrick Henry |
|
|
5.02% |
|
|
|
04/01/2009 |
|
|
$ |
8,332,093 |
|
|
$ |
8,332,093 |
|
Meadows IV |
|
|
4.95% |
|
|
|
11/01/2011 |
|
|
|
19,000,000 |
|
|
|
19,000,000 |
|
Park Plaza II |
|
|
5.53% |
|
|
|
03/04/2016 |
|
|
|
24,290,000 |
|
|
|
24,290,000 |
|
1025 Vermont Avenue |
|
|
5.11% |
|
|
|
01/01/2010 |
|
|
|
22,500,000 |
|
|
|
22,500,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Floating Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Facility |
|
LIBOR + 1.10 - 1.35% |
|
|
11/28/2007 |
|
|
|
10,250,000 |
|
|
|
10,250,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal |
|
|
|
|
|
|
|
|
|
|
84,372,093 |
|
|
|
84,372,093 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unconsolidated Debt (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
King Street |
|
|
5.06% |
|
|
|
03/01/2008 |
|
|
|
21,517,146 |
|
|
|
10,758,573 |
|
Madison Place |
|
|
4.49% |
|
|
|
08/01/2008 |
|
|
|
15,301,289 |
|
|
|
7,650,644 |
|
1575 Eye Street |
|
|
6.82% |
|
|
|
03/01/2009 |
|
|
|
42,454,939 |
|
|
|
3,893,118 |
|
Independence Center
I |
|
|
5.04% |
|
|
|
09/10/2009 |
|
|
|
30,858,090 |
|
|
|
4,548,482 |
|
Independence Center
II |
|
|
6.02% |
|
|
|
09/10/2009 |
|
|
|
5,117,411 |
|
|
|
414,510 |
|
Barlow Building |
|
|
5.04% |
|
|
|
08/01/2012 |
|
|
|
61,750,000 |
|
|
|
24,700,000 |
|
Atrium Loan # 1 |
|
|
8.43% |
|
|
|
09/01/2012 |
|
|
|
17,993,957 |
|
|
|
6,657,764 |
|
Atrium Loan # 2 |
|
|
6.21% |
|
|
|
09/01/2012 |
|
|
|
5,814,565 |
|
|
|
2,151,389 |
|
Suffolk |
|
|
5.10% |
|
|
|
05/04/2015 |
|
|
|
42,000,000 |
|
|
|
15,330,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Floating Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Victory Point |
|
LIBOR + 2.95% |
|
|
03/31/2008 |
|
|
|
15,704,233 |
|
|
|
1,570,423 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal |
|
|
|
|
|
|
|
|
|
|
258,511,629 |
|
|
|
77,674,904 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
$ |
342,883,722 |
|
|
$ |
162,046,997 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Principal amount multiplied by our percentage interest in the joint venture entity that
owns the property. |
|
(2) |
|
With the exception of a limited guarantee in the amount of approximately $737,000 for
the debt at our Independence Center II property, our pro rata share of unconsolidated debt
is non-recourse to us and is collateralized by the real estate properties held by the
joint venture entities. |
There are a number of factors that could adversely affect our cash flow. An economic downturn
in our markets may impede the ability of our tenants to make lease payments and may impact our
ability to renew leases or re-lease space as leases expire. In addition, an economic downturn or
recession could also lead to an increase in tenant bankruptcies or insolvencies, increases in our
overall vacancy rates or declines in rental rates on new leases. We also may be required to make
distributions in future periods in order to meet the requirements to be taxed as a REIT. In all of
these cases, our cash flow would be adversely affected.
Unconsolidated Investments and Joint Ventures
We have investments in real estate joint ventures in which we hold 8%-50% interests. These
investments are accounted for using the equity method, and therefore the assets and liabilities of
the joint ventures are not included in our consolidated financial statements. Most of our real
estate joint ventures own and operate
34
office buildings financed by non-recourse debt obligations
that are secured only by the real estate and other assets of the joint ventures. In these
instances, we have no obligation to repay this debt and the lenders have no recourse to our other
assets.
As of March 31, 2006, we provided a limited guarantee for obligations owed under a $15.7 million
construction financing loan for our Independence Center II joint venture development project. Under
the terms of the financing, we have guaranteed up to $737,000 of the loan plus the lenders costs
and expenses required to collect amounts due under the guarantee and any accrued and unpaid
interest. The amount of the guarantee is reduced or terminated based on the project achieving
certain leasing and cash flow performance targets. We also provide a limited completion guarantee
for the project for which total costs are anticipated to be $23.0 million, exclusive of land costs.
We are liable for up to 14.74% of the guaranteed amounts or approximately $3.4 million.
Our investments in these joint ventures are subject to risks not inherent in our majority owned
properties, including:
|
|
|
Absence of exclusive control over the development, financing, leasing, management and
other aspects of the project; and |
|
|
|
|
Possibility that our co-venturer or partner might: |
|
o |
|
become bankrupt; |
|
|
o |
|
have interests or goals that are inconsistent with ours; |
|
|
o |
|
take action contrary to our instructions, requests or interests
(including those related to our qualification as a REIT for tax purposes); or |
|
|
o |
|
otherwise impede our objectives; and |
|
|
|
Possibility that we may elect to fund losses of the joint venture. |
Off Balance Sheet Arrangements
We use the equity method to account for our investments in unconsolidated real estate entities
because we have significant influence, but not control, over the investees operating and financial
decisions. For purposes of applying the equity method, significant influence is deemed to exist if
we actively manage the property, prepare the property operating budgets and participate with the
other investors in the property in making major decisions affecting the property, including market
positioning, leasing, renovating and selling or continuing to retain the property.
In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest
Entities. This interpretation addresses the consolidation of variable interest entities in which
the equity investors lack one or more of the essential characteristics of a controlling financial
interest or where the equity investment at risk is not sufficient for the entity to finance its
activities without subordinated financial support from other parties. In December 2003, the FASB
issued a revised Interpretation No. 46 which modified and clarified various aspects of the original
Interpretation. The adoption of the revised Interpretation No. 46 had no effect on our financial
statements as we concluded that we are not required to consolidate any of our unconsolidated real
estate ventures that we have accounted for using the equity method.
We do not have any off-balance sheet arrangements, other than those disclosed in our contractual
obligations or as a guarantee, with any unconsolidated investments or joint ventures that we
believe have, or are reasonably likely to have, a future material effect on our financial
condition, changes in our financial condition, our revenue or expenses, our results of operations,
our liquidity, our capital expenditures or our capital resources.
35
Cash Distribution Policy
We will elect to be taxed as a REIT under the Code commencing with our short taxable year ended on
December 31, 2005, upon filing our federal income tax return for that year. To qualify as a REIT,
we must meet a number of organizational and operational requirements, including the requirement
that we distribute currently at least 90% of our taxable income to our stockholders, determined
without regard to the dividends paid deduction and excluding any net capital gains. It is our
intention to comply with these requirements and maintain our REIT status. As a REIT, we generally
will not be subject to corporate federal, state or local income taxes on taxable income we
distribute currently (in accordance with the Internal Revenue Code and applicable regulations) to
our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to
federal, state and local income taxes at regular corporate rates and may not be able to qualify as
a REIT for subsequent tax years. Even if we qualify for federal taxation as a REIT, we may be
subject to certain state and local taxes on our income and to federal income and excise taxes on
our undistributed taxable income, i.e., taxable income not distributed in the amounts and in the
time frames prescribed by the Code and applicable regulations thereunder. Our taxable REIT
subsidiaries, including Columbia TRS Corporation, are subject to federal, state and local taxes.
Our cash available for distribution may be less than the amount required to meet the distribution
requirements for REITs under the Internal Revenue Code, and we may be required to borrow money or
sell assets to pay out enough money to satisfy the distribution requirements.
Inflation
Most of our leases contain provisions designed to mitigate the adverse impact of inflation by
requiring tenants to pay their share of increases in operating expenses, including common area
maintenance, real estate taxes and insurance as defined in the individual lease agreements. This
reduces our exposure to increases in costs and operating expenses resulting from inflation. To the
extent tenants are not required to pay operating expenses, we may be adversely impacted by
inflation.
Geographic Concentration
The properties in which we maintain an ownership interest are located in Washington, D.C., Virginia
and
Maryland. We may make selected acquisitions or develop properties outside our focus market of the
Greater Washington, D.C. area from time to time as appropriate opportunities arise, as evidenced by
our acquisition of the Patrick Henry Corporate Center in Newport News, Virginia.
Funds From Operations
As defined by the National Association of Real Estate Investment Trusts, or NAREIT, funds from
operations, or FFO, represents net income (loss) (computed in accordance with GAAP), excluding
gains (or losses) from sales of property, plus real estate-related depreciation and amortization
and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for
unconsolidated partnerships and joint ventures are calculated to reflect FFO on the same basis. Our
interpretation of the NAREIT definition is that minority interest in net income (loss) should be
added back (deducted) from net income (loss) as part of reconciling net income (loss) to FFO. We
present FFO because we believe it facilitates an understanding of the operating performance of our
Company without giving effect to real estate depreciation and amortization, which assumes that the
value of real estate diminishes ratably over time. Historically, however, real estate values have
risen or fallen with market conditions. Because FFO excludes depreciation and amortization unique
to real estate, gains and losses from property dispositions and extraordinary items, it provides a
performance measure that, when compared year over year, reflects the impact to operations from
trends in occupancy rates, rental rates, operating costs, development activities and interest
costs, providing perspective not immediately apparent from net income. Our FFO computation may not
be comparable to FFO reported by other REITs that do not compute FFO in accordance with the NAREIT
definition or that interpret the NAREIT definition differently than we do. FFO does not represent
cash generated from operating activities in accordance with GAAP and should not be considered to be
an alternative to net income (loss) (determined in accordance with GAAP) as a measure of our
liquidity, nor is
36
it indicative of funds available for our cash needs, including cash distributions
to stockholders, principal payments on debt and capital expenditures.
The following table provides the calculation of our FFO and a reconciliation to net income for the
period from January 1, 2006 through March 31, 2006:
|
|
|
|
|
Net loss |
|
$ |
(1,011,750 |
) |
Adjustments |
|
|
|
|
Minority interests |
|
|
(75,501 |
) |
Depreciation and amortization consolidated entities, excluding corporate assets |
|
|
3,453,202 |
|
Depreciation and amortization unconsolidated entities |
|
|
1,423,675 |
|
|
|
|
|
Funds from operations |
|
$ |
3,789,626 |
|
|
|
|
|
Item 3. Quantitative and Qualitative Disclosure About Market Risk
Our future income, cash flows and fair values relevant to financial instruments are dependent
upon prevailing market interest rates. Market risk refers to the risk of loss from adverse changes
in market interest rates. We use derivative financial instruments to manage, or hedge, interest
rate risks related to our borrowings. We do not use derivatives for trading or speculative purposes
and only enter into contracts with major financial institutions based on their credit rating and
other factors. We have no interest rate protection, swaps or cap agreements in place as of the
date of this filing.
Including our pro rata share of debt at unconsolidated real estate entities, we had $11.8 million
in variable rate debt, or 7%, of the total $162.0 million in our pro rata share of debt outstanding
as of March 31, 2006.
For fixed rate debt, changes in interest rates generally affect the fair value of debt but not our
earnings or cash flow. Including our pro rata share of debt at unconsolidated real estate entities,
we estimate our pro rata share of the fair value of fixed rate debt outstanding at March 31, 2006
to be $146.6 million compared to the $150.3 million carrying value at that date.
If the market rates of interest on our variable rate debt increase by 1.0%, our annual interest
expense would increase by approximately $118,000. This assumes the amount outstanding under our
variable rate debt facilities remains at $11.8 million, which was our balance at March 31, 2006.
The book value of our variable rate facilities approximates market value at March 31, 2006.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information
required to be disclosed in the reports that we file or submit under the Securities Exchange Act of
1934, as amended, is recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the SEC, and that such information is accumulated and communicated to our
management timely. As of March 31, 2006, we performed an evaluation under the supervision and with
the participation of our management, including our chief executive officer and our chief financial
officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, our
chief executive officer and our chief financial officer concluded that our disclosure controls and
procedures were effective in enabling us to record, process, summarize and report information
required to be included in our periodic SEC filings within the required time period.
Changes in Internal Control Over Financial Reporting
37
There was no change in our internal control over financial reporting during the quarter ending
March 31, 2006 that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
38
PART
II OTHER INFORMATION
Item 1A. Risk Factors
The discussion of the Companys business and operations should be read together with the risk
factors contained in Item 1A of the Companys Annual Report on Form 10-K for the year ended
December 31, 2005, filed with the Securities and Exchange Commission, which describe various risks
and uncertainties to which we are or may become subject. These risks and uncertainties have the
potential to affect the Companys business, financial condition, results of operations, cash flows,
strategies or prospects in a material and adverse manner. As of March 31, 2006, there have been no
material changes to the risk factors set forth in the Companys Annual Report on Form 10-K for the
year ended December 31, 2005.
Item 6. Exhibits.
3.1 |
|
Articles of Amendment and Restatement of the Registrant (incorporated by reference to Exhibit 3.1
to the Companys Registration Statement on Form S-11/A (Registration No. 333-122644) filed on June
28, 2005). |
|
3.2 |
|
Amended and Restated Bylaws of the Registrant Registrant (incorporated by reference to Exhibit 3.2
to the Companys Registration Statement on Form S-11/A (Registration No. 333-122644) filed on June
28, 2005). |
|
4.1 |
|
Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrants
Quarterly Form 10-Q filed on November 14, 2005). |
|
4.2 |
|
Amended and Restated Agreement of Limited Partnership of Columbia Equity, LP (incorporated by
reference to Exhibit 3.3 to the Companys Registration Statement on Form S-11/A (Registration No.
333-122644) filed on June 28, 2005). |
|
10.1 |
|
Transfer and Assumption and Loan Modification by and between Principal Life Insurance Company and
1025 Vermont Avenue, LLC, dated January 12, 2006 (incorporated by reference to Exhibit 10.13 to
the Registrants Annual Report on Form 10-K filed on March 31, 2006). |
|
10.2 |
|
Amended, Restated and Consolidated and Secured Promissory Note by and between Principal Life
Insurance Company and 1025 Vermont Avenue, LLC, dated February 10, 2006 (incorporated by reference
to Exhibit 10.15 to the Registrants Annual Report on Form 10-K filed on March 31, 2006). |
|
10.3 |
|
Fixed Rate Note payable to Wachovia Bank, National Association, dated February 16, 2006
(incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on
February 22, 2006). |
|
10.4 |
|
Leasehold Indemnity Deed of Trust and Security Agreement, by Park Plaza II, L.L.C. as grantor to
Alexander Title Agency Incorporated, as trustee, for the benefit of Wachovia Bank, National
Association, as beneficiary, dated February 16, 2006 (incorporated by reference to Exhibit 10.2 to
the Registrants Current Report on Form 8-K filed on February 22, 2006). |
|
10.5 |
|
Indemnity Guaranty Agreement by Park Plaza II, L.L.C., dated February 16, 2006 (incorporated by
reference to Exhibit 10.3 to the Registrants Current Report on Form 8-K filed on February 22,
2006). |
|
10.6 |
|
Summary of Cash Incentive Bonuses Payable to Executive Officers (incorporated by reference to
Exhibit 10.22 to the Registrants Annual Report on Form 10-K filed on March 31, 2006). |
39
10.7 |
|
Purchase and Sale Agreement by and between Armada/Hoffler Investment Properties, L.P., and
Columbia Equity Trust, Inc., dated March 15, 2006. |
|
10.8 |
|
Agreement of Purchase and Sale, by and between Foulger Land Limited Partnership, Argo Orchard
Ridge Manager, Inc., Argo Investment Company and Columbia Equity Trust, Inc. dated April 25, 2006. |
|
31.1 |
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer. |
|
31.2 |
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer. |
|
32.1 |
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer
and Chief Financial Officer. |
40
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.
|
|
|
|
|
|
COLUMBIA EQUITY TRUST, INC.
|
|
Date: May 15, 2006 |
By: |
/s/ Oliver T. Carr, III
|
|
|
|
Oliver T. Carr, III |
|
|
|
President and Chief Executive Officer |
|
|
|
|
|
|
|
|
|
|
Date: May 15, 2006 |
By: |
/s/ John A. Schissel
|
|
|
|
John A. Schissel |
|
|
|
Executive Vice President and
Chief Financial Officer |
|
|
41
EXHIBIT INDEX
|
|
|
No. |
|
Description |
|
|
|
3.1
|
|
Articles of Amendment and Restatement of the Registrant (incorporated by reference to Exhibit 3.1
to the Companys Registration Statement on Form S-11/A (Registration No. 333-122644) filed on June
28, 2005). |
|
|
|
3.2
|
|
Amended and Restated Bylaws of the Registrant Registrant (incorporated by reference to Exhibit 3.2
to the Companys Registration Statement on Form S-11/A (Registration No. 333-122644) filed on June
28, 2005). |
|
|
|
4.1
|
|
Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrants
Quarterly Form 10-Q filed on November 14, 2005). |
|
|
|
4.2
|
|
Amended and Restated Agreement of Limited Partnership of Columbia Equity, LP (incorporated by
reference to Exhibit 3.3 to the Companys Registration Statement on Form S-11/A (Registration No.
333-122644) filed on June 28, 2005). |
|
|
|
10.1
|
|
Transfer and Assumption and Loan Modification by and between Principal Life Insurance Company and
1025 Vermont Avenue, LLC, dated January 12, 2006 (incorporated by reference to Exhibit 10.13 to
the Registrants Annual Report on Form 10-K filed on March 31, 2006). |
|
|
|
10.2
|
|
Amended, Restated and Consolidated and Secured Promissory Note by and between Principal Life
Insurance Company and 1025 Vermont Avenue, LLC, dated February 10, 2006 (incorporated by reference
to Exhibit 10.15 to the Registrants Annual Report on Form 10-K filed on March 31, 2006). |
|
|
|
10.3
|
|
Fixed Rate Note payable to Wachovia Bank, National Association, dated February 16, 2006
(incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on
February 22, 2006). |
|
|
|
10.4
|
|
Leasehold Indemnity Deed of Trust and Security Agreement, by Park Plaza II, L.L.C. as grantor to
Alexander Title Agency Incorporated, as trustee, for the benefit of Wachovia Bank, National
Association, as beneficiary, dated February 16, 2006 (incorporated by reference to Exhibit 10.2 to
the Registrants Current Report on Form 8-K filed on February 22, 2006). |
|
|
|
10.5
|
|
Indemnity Guaranty Agreement by Park Plaza II, L.L.C., dated February 16, 2006 (incorporated by
reference to Exhibit 10.3 to the Registrants Current Report on Form 8-K filed on February 22,
2006). |
|
|
|
10.6
|
|
Summary of Cash Incentive Bonuses Payable to Executive Officers (incorporated by reference to
Exhibit 10.22 to the Registrants Annual Report on Form 10-K filed on March 31, 2006). |
|
|
|
10.7
|
|
Purchase and Sale Agreement by and between Armada/Hoffler Investment Properties, L.P., and
Columbia Equity Trust, Inc., dated March 15, 2006. |
|
|
|
10.8
|
|
Agreement of Purchase and Sale, by and between Foulger Land Limited Partnership, Argo Orchard
Ridge Manager, Inc., Argo Investment Company and Columbia Equity Trust, Inc. dated April 25, 2006. |
|
|
|
31.1
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer. |
|
|
|
31.2
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer. |
42
|
|
|
No. |
|
Description |
|
|
|
32.1
|
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer
and Chief Financial Officer. |
43