-----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, D7RQ8n5Zby+vMWeQ5nj/l3vfEI65Nz+HpWNBWbr8lbbeJz2sGaSpqegO3Gm46Wll cZHC+/BPhe7qeMN+dh0/wg== 0001067419-99-000005.txt : 19990624 0001067419-99-000005.hdr.sgml : 19990624 ACCESSION NUMBER: 0001067419-99-000005 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991231 ITEM INFORMATION: FILED AS OF DATE: 19990623 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MISSION WEST PROPERTIES INC CENTRAL INDEX KEY: 0001067419 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 952635431 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-25235 FILM NUMBER: 99650750 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/A 1 AMENDEMENT NO. 1 TO CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K/A Amendment No. 1 to Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Initial Report April 30, 1999 Mission West Properties, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 1-8383 95-2635431 (Commission File Number) (I.R.S. Employer Identification No.) 10050 Bandley Drive, Cupertino, California 95014 (Address of Principal Executive Offices) (408) 725-0700 (Registrant's Telephone Number, Including Area Code) (Former Name or Former Address, if Changed Since Last Report) - 1 - Item 2. Acquisition of Assets. The information reported under this item is set forth in the press release issued by the Company on May 14, 1999, a copy of which was attached as an exhibit to the initial report on Form 8-K. Pro forma financial statements for the acquired properties described in Item 2 of the initial report on Form 8-K dated April 30, 1999 are submitted under Item 7(b). In addition, such pro forma financial statements also reflect results of operations for the indicated periods as though other property acquisitions occurring during such pro forma periods had occurred as of the beginning of the period. Item 5. Other Events. On June 8, 1999, the Company filed a registration statement on Form S-11 with the Securities and Exchange Commission relating to the proposed public offering of 6,750,000 shares of common stock, exclusive of shares subject to the underwriters' over-allotment option. On June 14, 1999, the board of directors declared a $0.14 per share dividend payable on July 2, 1999 to all common stockholders of record as of June 21, 1999. Item 7. Financial Statements and Exhibits. (b) Pro forma financial information.
(1) Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 1999..................................................F-2 (2) Unaudited Pro Forma Consolidated Statement of Operations for the three months ended March 31, 1999..............................................................F-3 (3) Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 1999...........................................................F-4 (4) Notes and Management's Assumptions to the Pro Forma Financial Statements..................................................F-5
(c) Exhibits. - 2 - 99.1 Additional Exhibit: June 8, 1999 press release announcing the filing of a registration statement for a public offering of 6,750,000 shares. 99.2 Additional Exhibit: June 14, 1999 press release announcing the declaration of a dividend of $0.14 per share. 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. Dated: June __, 1999 By: /s/ Carl E. Berg ----------------------------- - 3 - INDEX OF PRO FORMA FINANCIAL STATEMENTS
Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 1999..................................................F-2 Unaudited Pro Forma Consolidated Statement of Operations for the three months ended March 31, 1999..............................................................F-3 Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 1999...........................................................F-4 Notes and Management's Assumptions to the Pro Forma Financial Statements..................................................F-5
- F-1 - MISSION WEST PROPERTIES, INC. PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (unaudited and dollars in thousands, except share data)
Mission West Acquisition of the Properties, Inc. Microsoft Project Pro Forma March 31, March 31, 1999 (Note 3) 1999 -------------- -------- ---- ASSETS: Real estate: Land $ 93,496 $ 46,833 $140,329 Buildings and improvements 436,608 109,274 545,882 ------- ------- ------- 530,104 156,107 686,211 Less, accumulated depreciation (8,113) n (8,113) ------- ------- ------- 521,991 156,107 678,098 Cash and cash equivalents 134 n 134 Deferred rent receivable 2,377 n 2,377 Other assets 2,304 n 2,304 ------- ------- ------- TOTAL ASSETS $526,806 $156,107 $682,913 ======= ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY: Line of credit $ 18,523 $ 32,057 $ 50,580 Mortgage notes payable 156,656 n 156,656 Mortgage notes payable (related parties) 24,080 25,000 49,080 Interest payable 458 n 458 Interest payable (related parties) 416 n 416 Security deposits 2,060 n 2,060 Prepaid rental income 3,018 n 3,018 Accounts payable and accrued expenses 2,357 n 2,357 ------- ------- ------- TOTAL LIABILITIES 207,568 57,057 264,625 ------- ------- ------- Minority interest 285,037 99,050 384,087 STOCKHOLDERS' EQUITY: Preferred Stock, $0.001 par value, 20,000,000 authorized, none issued and outstanding on a pro forma basis n n n Common Stock, $0.001 par value, 200,000,000 authorized 8,233,583 issued and outstanding on a pro forma basis 8 n 8 Additional paid in capital 55,595 n 55,595 Less amounts receivable on private placement (900) n (900) Accumulated deficit (20,502) n (20,502) ------- ------- ------- TOTAL STOCKHOLDERS' EQUITY 34,201 n 34,201 ------- ------- ------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $526,806 $156,107 $682,913 ======= ======= =======
The accompanying notes and management's assumptions are an integral part of this statement. - F-2 - MISSION WEST PROPERTIES, INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 (unaudited and dollars in thousands, except share and per share data)
Pro Forma Adjustments ----------------------------------------------- Mission West Acquisition of Other Properties, Inc. Microsoft Property Other Pro Forma March 31, Project Acquisitions Adjustments March 31, 1999 (Note 3) (Note 5) (Note 6) 1999 ---- -------- -------- -------- ---- REVENUE: Rental revenues from real estate $ 14,027 $ 5,150 $ 172 $ (93) $ 19,256 Tenant reimbursements 2,236 46 25 n 2,307 Other income, including interest 149 n n n 149 ------- ------- ------- ------- ------- TOTAL REVENUE 16,412 5,196 197 (93) 21,712 ------- ------- ------- ------- ------- EXPENSES: Property operating, maintenance and real estate taxes 2,311 n 20 n 2,331 Interest 2,971 520 n n 3,491 Interest (related parties) 416 406 38 n 860 General and administrative 406 n n n 406 Depreciation of real estate 2,703 683 25 n 3,411 ------- ------- ------- ------- ------- TOTAL EXPENSES 8,807 1,609 83 n 10,499 ------- ------- ------- ------- ------- Income before minority interest 7,605 3,587 114 (93) 11,213 Minority interest 6,724 3,342 101 17 10,184 ------- ------- ------- ------- ------- NET INCOME $ 881 $ 245 $ 13 $ (110) $ 1,029 ======= ======= ======= ======== ======= Basic earnings per share (Note 2) $ 0.11 $ 0.13 ======= ======= Diluted earnings per share (Note 2) $ 0.10 $ 0.12 ======= ======= Weighted average number of common shares outstanding (basic) 8,227,261 8,227,261 ========= ========= Weighted average number of common shares outstanding (diluted) 8,415,412 8,415,412 ========= =========
The accompanying notes and management's assumptions are an integral part of this statement. - F-3 - MISSION WEST PROPERTIES, INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998 (unaudited and dollars in thousands, except share and per share data)
Pro forma Adjustments ----------------------------------------------------------------- Mission West July 1998 Acquisition of Other Property Other Pro Forma Properties, Inc. Acquisition the Microsoft Acquisitions Adjustments December 31, December 31, 1998 (Note 4) Project (Note 3) (Note 5) (Note 6) 1998 ----------------- -------- ---------------- -------- -------- ---- REVENUE: Rental revenues from real estate $ 27,285 $ 25,642 $ 20,599 $ 2,861 $ 574 $ 76,961 Tenant reimbursements 4,193 4,044 183 413 n 8,833 Other income, including interest 278 n n n n 278 ------- ------- ------- ------- ------- ------- TOTAL REVENUE 31,756 29,686 20,782 3,274 574 86,072 ------- ------- ------- ------- ------- ------- EXPENSES: Property operating, maintenance and real estate taxes 4,821 4,430 n 338 n 9,589 Interest 4,685 3,044 2,273 n 5,679 15,681 Interest (related parties) 3,511 61 1,773 789 (2,515) 3,619 General and administrative 1,501 n n n n 1,501 Management fees (related parties) n 645 n n (645) n Depreciation of real estate 5,410 3,862 2,732 338 1,294 13,636 ------- ------- -------- ------- ------- ------- TOTAL EXPENSES 19,928 12,042 6,778 1,465 3,813 44,026 Income before minority interest 11,828 17,644 14,004 1,809 (3,239) 42,046 Minority interest 12,049 15,897 13,047 1,643 (4,258) 38,378 ------- ------- -------- ------- ------- ------- Net (loss) income $ (221) $ 1,747 $ 957 $ 166 $ 1,019 $ 3,668 ======= ======= ======== ======= ======= ======= Basic and diluted (loss) earnings per share (Note 2) $ (0.13) $ 0.45 ======= ======= Weighted average number of common shares outstanding (basic) (Note 2) 1,688,059 8,183,117 ========= ========= Weighted average number of common shares outstanding (diluted)(Note 2) 1,710,789 8,205,847 ========= =========
The accompanying notes and management's assumptions are an integral part of this statement. - F-4 - MISSION WEST PROPERTIES, INC. NOTES AND MANAGEMENT'S ASSUMPTIONS TO THE CONDENSED CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND FOR THE YEAR ENDED DECEMBER 31, 1998 (unaudited and dollars in thousands, except per share and O.P. Unit data) 1. ORGANIZATION AND BASIS OF PRESENTATION: Mission West Properties, Inc. (the "Company") is engaged in the acquisition, marketing and leasing of R&D office properties, located primarily in the "Silicon Valley" portion of the San Francisco Bay Area. As of March 31, 1999, the Company managed 72 properties totaling approximately 4.57 million square feet through its controlling interests in four separate partnerships (the "operating partnerships") in which the Company is the sole general partner. For the year ending December 31, 1999, the Company intends to elect to be taxed as a real estate investment trust ("REIT") for federal income tax purposes and will operate as a self-managed, self-administered, self-advised and fully integrated REIT. The unaudited pro forma balance sheet as of March 31, 1999 is based on the unaudited historical financial statements of the Company and has been prepared as if the purchase, effective as of April 1, 1999, of an approximately 515,700 square foot five-building R&D complex located on L'Avenida Avenue in Mountain View, California, which has been fully leased to Microsoft Corporation ("the Microsoft Project"), had occurred on March 31, 1999. The unaudited pro forma statements of operations for the three months ended March 31, 1999 and the year ended December 31, 1998 are based upon the historical financial statements of the Company and have been prepared as if each of the following transactions had occurred as of January 1, 1998: (i) the purchase completed by the Company, effective as of July 1, 1998, of our general partnership interest in each of the operating partnerships, (ii) the purchase, effective as of April 1, 1999, of the Microsoft Project which has been fully leased to Microsoft, and (iii) the purchases completed by the Company during the last two quarters of 1998 and the first quarter of 1999 consisting of three newly constructed R&D properties comprising, in the aggregate, 217,511 rentable square feet located in Silicon Valley. THE UNAUDITED PRO FORMA FINANCIAL STATEMENTS ARE NOT NECESSARILY INDICATIVE OF WHAT THE ACTUAL FINANCIAL POSITION OR RESULTS OF OPERATIONS WOULD HAVE BEEN ASSUMING THE COMPLETION OF THE ABOVE TRANSACTIONS AS OF THE BEGINNING OF THE PERIODS INDICATED, NOR DO THEY PURPORT TO PROJECT THE COMPANY'S FINANCIAL POSITION OR RESULTS OF OPERATIONS AT ANY FUTURE DATE OR FOR ANY FUTURE PERIOD. IN ADDITION, THE HISTORICAL OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 1999 ARE NOT NECESSARILY INDICATIVE OF THE RESULTS TO BE OBTAINED BY THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 1999. 2. ASSUMPTIONS: The following assumptions have been made regarding the operations of the Company in the preparation of the pro forma financial statements: a. The Company has elected to be and qualified as a REIT for income tax reporting purposes and has distributed sufficient taxable income to meet the requirements of the Internal Revenue Code and, therefore, incurred no income tax liabilities effective with the year ended December 31, 1998. The Company has assumed that there were no dividends required to be paid to maintain REIT status for the year ended December 31, 1998. b. Rent has been recognized on the straight-line method of accounting in accordance with generally accepted accounting principles. c. Depreciation has been computed using the straight-line method over estimated useful lives of 40 years for buildings and improvements. - F-5 - d. Weighted average number of common shares outstanding on a pro forma basis (basic and diluted) for the year ended December 31, 1998 assumes that the private placement of 6,495,058 shares of the Company's common stock completed in December 1998 had occurred as of January 1, 1998. 3. ACQUISITION OF THE MICROSOFT PROJECT: The total acquisition cost of the Microsoft Project was $156,107 based on the debt assumed and the value of the O.P. Units issued. In connection with the acquisition, the Company assumed $25,000 of mortgage debt due to the Berg Group, an affiliate of Carl E. Berg and Clyde J. Berg, $32,057 due to Microsoft for shell and tenant improvements, and issued 13,206,629 limited partnership units ("O.P. Units") (representing $99,050 of net equity attributable to minority interests). For pro forma financial statement purposes, we assume that amounts due to Microsoft had been funded through additional borrowings on the Wells Fargo line of credit. The average interest rate on the line of credit was 6.49% and 7.09% for the three months ended March 31, 1999 and the year ended December 31, 1998, respectively. The debt due the Berg Group is due on demand and bears an interest rate identical to that as charged on the Company's line of credit. In accordance with the terms of the lease, on April 1, 1999, Microsoft began paying monthly base rent of approximately $1,226 for the first four buildings, which consist of approximately 415,700 rentable square feet. On June 1, 1999, Microsoft began paying monthly rent of approximately $295 for the fifth building, which consists of approximately 100,000 rentable square feet. On an annual basis, rental income from the Microsoft Project, which has been reflected on a straight-line basis, is $20,599, or $5,150 per quarter, assuming all rents commenced on January 1, 1998. Additionally, the lease with Microsoft provides for a management fee equal to 1% of the base rent. For the first year of the lease, this fee is $183, or $46 per quarter. For the three months ended March 31, 1999, the Company would have incurred additional interest expense of $520 and interest expense (related parties) of $406 as a result of the debt assumed in connection with this acquisition, on a pro forma basis. Additionally, for the year ended December 31, 1998, the Company would have incurred additional interest expense of $2,273, as well as interest expense (related parties) of $1,773. - F-6 - Additionally, an adjustment has been made to reflect depreciation expense in the amount of $683 and $2,732 for the three months ended March 31, 1999 and the year ended December 31, 1998, respectively. 4. THE JULY 1998 ACQUISITION: On July 1, 1998, the Company acquired control of four existing limited partnerships by becoming the sole general partner in each such partnership (the "July 1998 Acquisition"). The July 1998 Acquisition was accounted for as a purchase with the results of operations of the operating partnerships included from July 1, 1998. Accordingly, the historical consolidated statement of operations of the Company for the year ended December 31, 1998 includes the results of operations for the properties acquired in the July 1998 Acquisition for the six months ended December 31, 1998. In order to reflect the consummation of the July 1998 Acquisition as of January 1, 1998 for pro forma financial statement purposes, the actual results of operations of the properties acquired in the July 1998 Acquisition for the six months ended June 30, 1998 have been included. 5. OTHER PROPERTY ACQUISITIONS: During the second half of 1998 and the first quarter of 1999, the Company, through the operating partnerships, acquired three additional properties comprising, in the aggregate, 217,511 square feet of rentable space (the "Other Property Acquisitions"). These acquisitions were accounted for as a purchase and were acquired from the Berg Group under the Berg land holdings option agreement and the pending projects acquisition agreement. The total acquisition cost for these three properties was $22,250. In the acquisitions, the Company assumed $13,131 of debt due the Berg Group, and issued 1,366,094 O.P. Units. The following table contains information about the acquisitions:
Richard Avenue Hellyer Avenue Santa Teresa Total -------------- -------------- ------------ ----- Acquisition Date September 1, 1998 November 1, 1998 March 1, 1999 Debt Assumed $2,374 $7,232 $3,525 $13,131 Other Liabilities Assumed n 561 88 649 Total Acquisition Value 4,198 9,494 8,558 22,250 Depreciable basis 2,912 6,502 5,990 15,404 Monthly Rent (Straight-lined) 60 136 86 282 O.P. Units Issued 405,166 266,898 694,030 1,366,094 Estimated Value of O.P. Units at Acquisition Date $1,824 $1,701 4,945 $8,470
The debt assumed in connection with these acquisitions bears an interest rate identical to that as charged on the Company's line of credit. The average interest rate on the line of credit was 6.49% and 7.09% for the three months ended March 31, 1999 and the year ended December 31, 1998, respectively. - F-7 - Based on the information in the above table, the following adjustments have been made to the pro forma financial statements in order to reflect these acquisitions as of January 1, 1998:
For the Three Months Ended March 31, 1999 ------------------------------------------------------------------ Richard Avenue Hellyer Avenue Santa Teresa Total -------------- -------------- ------------ ----- Rental revenue n n $ 172 $ 172 Tenant reimbursements n n 25 25 Property operating and maintenance expenses and real estate taxes n n 20 20 Interest (related parties) n n 38 38 Depreciation n n 25 25
For the Year Ended December 31, 1998 ------------------------------------------------------------------ Richard Avenue Hellyer Avenue Santa Teresa Total -------------- -------------- ------------ ----- Rental revenue $ 476 $1,356 $1,029 $2,861 Tenant reimbursements 57 207 149 413 Property operating and maintenance expenses and real estate taxes 45 171 122 338 Interest (related parties) 112 427 250 789 Depreciation 50 138 150 338
6. OTHER ADJUSTMENTS: The following additional adjustments were made in preparing the pro forma financial statements: (a) Adjustments of $(93) and $574 have been made to rental revenues from real estate to reflect straight-lined rents as if the Company acquired the July 1998 Acquisition properties on January 1, 1998 for the three months ended March 31, 1999 and the year ended December 31, 1998, respectively. (b) Adjustments have been made to the pro forma statements of operations for the three months ended March 31, 1999 and the year ended December 31, 1998 to state interest expense on a pro forma basis as a result of the following transactions that altered the capital structure of the Company, as if they had occurred on January 1, 1998: - F-8 - (1) In connection with the July 1998 Acquisition, the Company assumed $233,638 of debt. (2) On September 23, 1998, the Company, in its capacity as the general partner of the operating partnerships, obtained a $130,000 secured loan with Prudential Insurance Company of America. The interest rate on the loan is fixed at 6.56% per annum, the amortization period is 30 years, and the term of the loan is 10 years. The proceeds from the loan were used to pay a portion of mortgage notes payable (including amounts due to related parties) in the amount of $118,636. (3) Effective September 1, 1998, the Company assumed $2,374 of debt due the Berg Group in connection with the acquisition of the Richard Avenue property. (4) Effective November 1, 1998, the Company assumed $7,232 of debt due the Berg Group in connection with the acquisition of the Hellyer Avenue property. (5) On December 29, 1998, the Company completed the private placement of 6,495,058 shares for total net proceeds of $27,827 that were utilized to reduce outstanding debt under the line of credit facility. (6) Effective March 1, 1999, the Company assumed $3,525 of debt due the Berg Group in connection with the acquisition of the Santa Teresa property. (7) Effective April 1, 1999, the Company assumed $25,000 of mortgage debt due to the Berg Group and $32,057 due to Microsoft for shell and tenant improvements in connection with the acquisition of the Microsoft project. For pro forma financial statement purposes, we assume that amounts due to Microsoft are funded through additional borrowings on the line of credit facility. A schedule of interest expense on a pro forma basis for the three months ended March 31, 1999 and the year ended December 31, 1998 is as follows: - F-9 -
Pro Forma Interest Expense for the Three Months Pro Forma Interest Pro Forma Balance at Interest Ended March 31, Expense for the Year March 31, 1999 Rate 1999 Ended December 31, 1998 -------------- ---- ---------------- ----------------------- LINE OF CREDIT: Wells Fargo Bank, N.A. $ 50,580 variable $ 836 $ 5,003 MORTGAGE NOTES PAYABLE: Great West Life and Annuity Insurance Company 7,697 7.00% 135 546 Great West Life and Annuity Insurance Company 3,672 7.00% 64 261 Prudential Capital Group 2,002 8.75% 44 184 New York Life Insurance Company 424 9.625% 10 43 Home Savings and Loan Association 513 9.50% 12 52 Amdahl Corporation 6,895 9.42% 156 636 Citicorp U.S.A. Inc 3,105 variable 55 228 Mellon Mortgage Company 2,935 8.125% 60 243 Prudential Insurance Company of America 129,413 6.56% 2,119 8,485 ------- ----- ------ SUBTOTAL $156,656 2,655 10,678 ----- ------ TOTAL(including Line of Credit) 3,491 15,681 Historical interest expense prior to pro forma adjustment 2,971 7,729 ----- ------ Gross pro forma adjustment to interest expense 520 7,952 Less: Amounts reflected in pro forma adjustment(Note 4) 520 2,273 ----- ------ Net pro forma adjustment to interest expense $ n $ 5,679 ===== ====== MORTGAGE NOTES PAYABLE (related parties): The Berg Group $ 49,080 variable $ 860 $ 3,619 Historical expense (related party) prior to pro forma adjustment 416 3,572 ----- ------ Gross pro forma adjustment to interest 444 47 expense (related party) Less: Amounts reflected in pro forma adjustment(Note 4) 406 1,773 Amounts reflected in pro forma adjustment(Note 5) 38 789 ----- ------ Net pro forma adjustment to interest expense (related parties) $ n $(2,515)
- F-10 - (c) The Company is self-managed and ceased paying management fees June 30, 1998. Therefore, historical management fees have been eliminated to reflect the Company as a self-managed REIT. (d) Upon the effective date of the Company's acquisition of the July 1998 Acquisition properties, the real estate assets were recorded at their estimated fair values. A pro forma adjustment of $1,294 has been made to historical depreciation expense for the year ended December 31, 1998 to reflect the higher cost basis to the Company for the period from January 1, 1998 to June 30, 1998. (e) Minority interest represents the separate private ownership of the operating partnerships by the Berg Group and other non-affiliated interests. Upon the Company's initial investment in July 1998, the Company owned a general partnership interest of 12.11% in the operating partnerships, on a weighted average basis, taken as a whole. As a result of several property acquisitions since July 1998, the Company's ownership percentage has decreased given the overall increase in O.P. Units issued and outstanding. As of March 31, 1999 and December 31, 1998, on a pro forma basis, the Company owned general partnership interests in the operating partnerships of 10%, on a weighted average basis, taken as a whole. - F-11 - EX-99.1 2 JUNE 8, 1999 PRESS RELEASE PRESS RELEASE For Immediate News Release June 8, 1999 MISSION WEST PROPERTIES, INC. FILES REGISTRATION STATEMENT FOR PROPOSED PUBLIC OFFERING Cupertino, CA - Mission West Properties, Inc. (AMEX/PCX:MSW) announced today that it has filed a registration statement with the Securities and Exchange Commission relating to the proposed public offering of 6,750,000 shares of its common stock, exclusive of shares subject to the underwriters' over-allotment option. The company expects to complete the offering in the third quarter of 1999. Mission West Properties acquires, markets, leases and manages R&D properties in the Silicon Valley portion of the San Francisco Bay Area. Mission West focuses on meeting the facility requirements of information technology companies and currently owns and manages 77 properties totaling approximately 5.1 million square feet. A.G. Edwards & Sons, Inc. will act as the lead underwriter of the offering. Legg Mason Wood Walker, Incorporated and Sutro & Co., Incorporated will co-manage the offering. A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. CONTACT: Marianne Aguiar Mission West Properties, Inc. (408) 725-0700 EX-99.1 3 JUNE 14, 1999 PRESS RELEASE PRESS RELEASE For Immediate News Release June 14, 1999 MISSION WEST PROPERTIES ANNOUNCES QUARTERLY DIVIDEND OF $0.14 PER SHARE OF ITS COMMON STOCK, A 16% INCREASE OVER FIRST QUARTER DIVIDEND Cupertino, CA - Mission West Properties, Inc. (AMEX/PCX:MSW) announced that its Board of Directors today declared a $0.14 per share dividend on its common stock. The dividend is payable on July 2, 1999 to all common stockholders of record as of June 21, 1999. The Company intends to make regular quarterly distributions to holders of its common stock based upon its cash available for distribution. The Company expects that it will declare quarterly distributions for 1999 aggregating approximately $0.55 per share of its common stock. Mission West Properties intends to operate 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 77 properties totaling approximately 5.1 million square feet. For additional information, please contact Marianne K. Aguiar, VP of Finance and Controller 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 Company's Pending Projects Acquisition Agreement and Land Holdings Option Agreement with the Berg Group, the ability to achieve stated yields due to changing economic and real estate industry conditions, leasing risk, rollover risk, tenant credit risk, interest rate risk, project due diligence, and other factors detailed in the Company's registration statements, and periodic filings with the Securities & Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----