-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BdXwbnLelrDMiPyS9UemE3/o1X5qffRIwegT7UKBU+tUPCiSW6+8+PhezpmTZmP8 jZhuiVCHB0WH5DIfSE2LYA== 0001067419-04-000016.txt : 20040415 0001067419-04-000016.hdr.sgml : 20040415 20040415123048 ACCESSION NUMBER: 0001067419-04-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040331 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040415 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MISSION WEST PROPERTIES INC CENTRAL INDEX KEY: 0001067419 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 952635431 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25235 FILM NUMBER: 04735246 BUSINESS ADDRESS: STREET 1: 10050 BANDLEY DRIVE CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 4087250700 MAIL ADDRESS: STREET 1: 10050 BANDLEY DR CITY: CUPERTINO STATE: CA ZIP: 95014 8-K 1 apr15048k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (date of earliest event reported): April 14, 2004 MISSION WEST PROPERTIES, INC. (Exact name of registrant as specified in its charter) Maryland Commission File Number: 95-2635431 -------- 1-8383 ---------- (State or other jurisdiction (I.R.S. Employer of incorporation) Identification) 10050 Bandley Drive, Cupertino, California 95014 (Address of principal executive offices) (408) 725-0700 (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS. (a) The following information is being furnished by the Company as required for Item 12(a) of this report and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934: On April 14, 2004, the Company issued a press release announcing its unaudited earnings results for the quarter ended March 31, 2004. The press release is attached to this Current Report as Exhibit 99.1 and is incorporated by reference in response to Item 12(a) of this report. 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 hereunto duly authorized. MISSION WEST PROPERTIES, INC. Date: April 14, 2004 By: /s/ Wayne N. Pham ------------------------------------ Wayne N. Pham Vice President of Finance and Controller - 2 - Exhibit 99.1 Press Release For Immediate News Release April 14, 2004 MISSION WEST PROPERTIES, INC. ANNOUNCES FIRST QUARTER 2004 UNAUDITED EARNINGS RESULTS "We build the buildings for the high tech companies that build the internet" CUPERTINO, CA - MISSION WEST PROPERTIES, INC. (AMEX/PCX: MSW) reported today that Funds From Operations ("FFO") for the quarter ended March 31, 2004 was $27,178,000 or $0.26 per diluted common share (considering the potential effect of all O.P. units being exchanged for shares of the Company's common stock) as compared to $28,655,000 or $0.28 per diluted common share for the same period in 2003, a per share decrease of approximately 7.1%. On a sequential quarter basis, FFO per diluted common share decreased $0.04 over the previous quarter ended December 31, 2003, which included $0.02 per diluted share from prior tenant bankruptcy settlements. Net income to common stockholders per diluted share was $0.20 for the quarter ended March 31, 2004 compared to $0.23 for the same period in 2003, a per share decrease of approximately 13%. COMPANY PROFILE Mission West Properties, Inc. operates as a self-managed, self-administered and fully integrated REIT engaged in the management, leasing, marketing, development and acquisition of commercial R&D properties, primarily located in the Silicon Valley portion of the San Francisco Bay Area. Currently, the Company manages 109 properties totaling approximately 7.9 million square feet. For additional information, please contact Investor Relations at 408-725-0700. The matters described herein contain forward-looking statements. Such statements can be identified by the use of forward-looking terminology such as "will", "anticipate", "estimate", "expect", "intends", or similar words. Forward-looking statements involve a number of risks, uncertainties or other factors beyond the Company's control, which may cause material differences in actual results, performance or other expectations. These factors include, but are not limited to, the ability to complete acquisitions under the Berg Land Holdings Option Agreement with the Berg Group and other factors detailed in the Company's registration statements, and periodic filings with the Securities & Exchange Commission. - 3 - MISSION WEST PROPERTIES, INC. SELECTED FINANCIAL DATA UNAUDITED (In thousands, except share, per share and property data amounts)
Three Months Three Months Ended Ended Mar 31, 2004 Mar 31, 2003 ----------------- ----------------- REVENUES: Rental revenues from real estate $32,048 $31,431 Tenant reimbursements 4,218 4,575 Other income, including interest 394 735 ----------------- ----------------- Total revenues 36,660 36,741 ----------------- ----------------- EXPENSES: Operating expenses 1,991 1,519 Real estate taxes 2,994 3,075 Depreciation & amortization of real estate 5,852 (1) 4,563 General and administrative 348 358 Interest 4,363 3,406 Interest (related parties) 252 294 ----------------- ----------------- Total expenses 15,800 13,215 ----------------- ----------------- Income before minority interests & equity in earnings of unconsolidated joint venture 20,860 23,526 Equity in earnings of unconsolidated joint venture 591 737 ----------------- ----------------- Income before minority interests 21,451 24,263 Minority interests 17,817 20,229 ----------------- ----------------- Income from continuing operations 3,634 4,034 ----------------- ----------------- Net income to common stockholders $3,634 $4,034 ================= ================= Net income to minority interests $17,817 $20,229 ================= ================= Income per share from continuing operations: Basic $0.20 $0.23 ================= ================= Diluted $0.20 $0.23 ================= ================= Net income per share to common stockholders: Basic $0.20 $0.23 ================= ================= Diluted $0.20 $0.23 ================= ================= Weighted average shares of common stock (basic) 17,969,416 17,637,260 ================= ================= Weighted average shares of common stock 18,075,262 17,695,001 (diluted) ================= ================= Weighted average O.P. units outstanding 86,503,459 86,511,686 ================= ================= FUNDS FROM OPERATIONS Funds from operations $27,178 $28,655 ================= ================= Funds from operations per share (2) $ 0.26 $ 0.28 ================= ================= Outstanding common stock 18,014,691 17,653,691 ================= ================= Outstanding O.P. units 86,467,195 86,498,064 ================= ================= Weighted average O.P. units & common stock outstanding (diluted) 104,578,721 104,206,687 ================= ================= - 4 - Three Months Three Months Ended Ended FUNDS FROM OPERATIONS CALCULATION Mar 31, 2004 Mar 31, 2003 ----------------- ----------------- Net income $3,634 $4,034 Add: Minority interests (3) 17,692 20,057 Depreciation and amortization of real estate 5,852 4,564 ----------------- ----------------- Funds from operations $27,178 $28,655 ================= =================
Funds From Operations ("FFO") is a non-GAAP financial measurement used by real estate investment trusts to measure and compare operating performance. As defined by NAREIT, FFO represents net income (loss) before minority interest of unit holders (computed in accordance with GAAP, accounting principles generally accepted in the United States of America), excluding gains (or losses) from debt restructuring and sales of property, plus real estate related depreciation and amortization (excluding amortization of deferred financing costs, amortization of commission and depreciation of non-real estate assets) and after adjustments for unconsolidated partnerships and joint ventures. Management considers FFO an appropriate measure of performance of an equity REIT because, along with cash flows from operating activities, financing activities and investing activities, it provides investors with an understanding of our ability to incur and service debt, and make capital expenditures. FFO should not be considered as an alternative for net income as a measure of profitability or is it comparable to cash flows provided by operating activities determined in accordance with GAAP. FFO is not comparable to similarly entitled items reported by other REITs that do not define them exactly as we define FFO.
Three Months Three Months Ended Ended PROPERTY AND OTHER DATA: Mar 31, 2004 Mar 31, 2003 ----------------- ----------------- Total properties, end of period 109 101 Total square feet, end of period 7,917,262 7,163,930 Average monthly rental revenue per square foot (4) $1.78 $1.74 Average occupancy 75.8% 83.2% Actual occupancy 75.3% 82.8% Straight-line rent ($ 68) $244 Capital expenditures $1,076 $653
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BALANCE SHEET (UNAUDITED) March 31, 2004 December 31, 2003 -------------------- -------------------- Assets: Land $ 279,163 $ 279,163 Buildings and improvements 785,812 785,660 Real estate related intangible assets 18,284 18,284 -------------------- -------------------- Total investments in properties 1,083,259 1,083,107 Less accumulated depreciation (93,968) (88,116) -------------------- -------------------- Net investments in properties 989,291 994,991 Investments in unconsolidated joint venture 2,377 2,285 -------------------- -------------------- Net investments in real estate assets 991,668 997,276 Cash 3,094 4,129 Deferred rent 18,903 18,970 Other assets 14,547 16,025 -------------------- -------------------- Total assets $1,028,212 $1,036,400 ==================== ==================== Liabilities: Line of credit - related parties $ 2,957 $ 6,320 Revolving line of credit 20,810 23,965 Mortgage notes payable 298,564 299,858 Mortgage notes payable - related parties 10,679 10,762 Interest payable 332 332 Security deposits 9,696 10,248 Prepaid rental income 13,315 12,723 Dividend/distribution payable 25,076 25,031 Accounts payable and accrued expenses 8,297 5,085 -------------------- -------------------- Total liabilities 389,726 394,324 Minority interests 523,693 528,062 Stockholders' equity: Common stock, $.001 par value 18 18 Paid in capital 133,604 132,136 Accumulated deficit (18,829) (18,140) -------------------- -------------------- Total stockholders' equity 114,793 114,014 -------------------- -------------------- Total liabilities and stockholders' equity $1,028,212 $1,036,400 ==================== ====================
(1) Includes approximately $912 in amortization expense for the three months ended March 31, 2004 for the amortization of the origination value and fair market value of acquired leases of the San Tomas Technology Park acquisition pursuant to Statement of Financial Accounting Standard ("SFAS") No. 141, "Business Combinations." (2) Calculated on a fully diluted basis. Assumes conversion of O.P. units outstanding into the Company's common stock. (3) The minority interest for third parties has been deducted from total minority interest in calculating FFO. (4) Average monthly rental revenue per square foot has been determined by taking the cash base rent for the period divided by the number of months in the period, and then divided by the average occupied square feet in the period. - 6 - -----END PRIVACY-ENHANCED MESSAGE-----