-----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, CfZqAwykBg5a5cqJQo6qXXEXvavP4gs34rVxqmMlJZDJ5qyT/xgncBexq8ZsUKLF V0+yagGefhXwNZV7to8abg== 0000950168-00-000840.txt : 20000331 0000950168-00-000840.hdr.sgml : 20000331 ACCESSION NUMBER: 0000950168-00-000840 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HIGHWOODS PROPERTIES INC CENTRAL INDEX KEY: 0000921082 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 561871668 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 001-13100 FILM NUMBER: 586630 BUSINESS ADDRESS: STREET 1: 3100 SMOKETREE CT STREET 2: STE 600 CITY: RALEIGH STATE: NC ZIP: 27604 BUSINESS PHONE: 9198724924 MAIL ADDRESS: STREET 1: 3100 SMOKETREE COURT STREET 2: STE 600 CITY: RALEIGH STATE: NC ZIP: 27604 10-K 1 FORM 10-K - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1999 OR [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from________to________ Commission file number 1-13100 HIGHWOODS PROPERTIES, INC. (Exact name of registrant as specified in its charter)
Maryland 56-1871668 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.)
3100 Smoketree Court, Suite 600 Raleigh, N.C. 27604 (Address of principal executive offices) (Zip Code) 919-872-4924 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on Title of Each Class Which Registered - ------------------------------------------------------------------ ------------------------- Common stock, $.01 par value...................................... New York Stock Exchange 8% Series B Cumulative Redeemable Preferred Shares ............... New York Stock Exchange Depositary Shares Each Representing a 1/10 Fractional Interest in an 8% Series D Cumulative Redeemable Preferred Share ............. New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (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 X No --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment of this Form 10-K. [ ] The aggregate market value of the shares of common stock held by non-affiliates (based upon the closing sale price on the New York Stock Exchange) on March 20, 2000 was $1,181,083,785. As of March 20, 2000, there were 59,994,513 shares of common stock, $.01 par value, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's Proxy Statement in connection with its Annual Meeting of Shareholders to be held May 24, 2000 are incorporated by reference in Part III Items 10, 11, 12 and 13. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- HIGHWOODS PROPERTIES, INC. TABLE OF CONTENTS
Item No. Page No. - ---------- --------- PART I 1. Business .................................................................. 3 2. Properties ................................................................ 10 3. Legal Proceedings ......................................................... 15 4. Submission of Matters to a Vote of Security Holders ....................... 15 X. Executive Officers of the Registrant ...................................... 16 PART II 5. Market for Registrant's Common Stock and Related Stockholder Matters ...... 17 6. Selected Financial Data ................................................... 18 7. Management's Discussion and Analysis of Financial Condition and Results of Operations ........................................................... 19 7A. Quantitative and Qualitative Disclosures About Market Risk ................ 28 8. Financial Statements and Supplementary Data ............................... 28 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure .................................................... 28 PART III 10. Directors and Executive Officers of the Registrant ........................ 29 11. Executive Compensation .................................................... 29 12. Security Ownership of Certain Beneficial Owners and Management ............ 29 13. Certain Relationships and Related Transactions ............................ 29 PART IV 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K ........... 30
2 PART I WE REFER TO (1) HIGHWOODS PROPERTIES, INC. AS THE "COMPANY," (2) HIGHWOODS REALTY LIMITED PARTNERSHIP (FORMERLY HIGHWOODS/FORSYTH LIMITED PARTNERSHIP) AS THE "OPERATING PARTNERSHIP," (3) THE COMPANY'S COMMON STOCK AS "COMMON STOCK" AND (4) THE OPERATING PARTNERSHIP'S COMMON PARTNERSHIP INTERESTS AS "COMMON UNITS." ITEM 1. BUSINESS General The Company is a self-administered and self-managed equity REIT that began operations through a predecessor in 1978. Originally founded to oversee the development, leasing and management of the 201-acre Highwoods Office Center in Raleigh, North Carolina, we have since evolved into one of the largest owners and operators of suburban office, industrial and retail properties in the southeastern and midwestern United States. At December 31, 1999, we o owned or had a majority interest in 563 in-service office, industrial and retail properties, encompassing approximately 39.0 million rentable square feet and 1,885 apartment units; o owned an interest (50% or less) in 42 in-service office and industrial properties, encompassing approximately 3.5 million rentable square feet and 418 apartment units; o owned 1,473 acres (and have agreed to purchase an additional 317 acres over the next three years) of undeveloped land suitable for future development; and o were developing an additional 41 properties, which will encompass approximately 4.8 million rentable square feet. The Company conducts substantially all of its activities through, and substantially all of its interests in the properties are held directly or indirectly by, the Operating Partnership. The Company is the sole general partner of the Operating Partnership. At December 31, 1999, the Company owned 87% of the Common Units in the Operating Partnership. Limited partners (including certain officers and directors of the Company) own the remaining Common Units. Holders of Common Units may redeem them for the cash value of one share of the Company's Common Stock or, at the Company's option, one share (subject to certain adjustments) of Common Stock. We also provide leasing, property management, real estate development, construction and other services for our properties as well as for third parties. We conduct our third-party, fee-based services through Highwoods Services, Inc., a subsidiary of the Operating Partnership, and through Highwoods/ Tennessee Properties, Inc., a wholly owned subsidiary of the Company. The Company was incorporated in Maryland in 1994. The Operating Partnership was formed in North Carolina in 1994. Our executive offices are located at 3100 Smoketree Court, Suite 600, Raleigh, North Carolina 27604, and our telephone number is (919) 872-4924. We maintain offices in each of our primary markets. Operating Strategy Diversification. Since the Company's initial public offering in 1994, we have significantly reduced our dependence on any particular market, property type or tenant. Our in-service portfolio has expanded from 41 North Carolina office properties (40 of which were in the Research Triangle area of North Carolina) to 605 in-service office, industrial and retail properties and 2,303 apartment units in 17 markets in the Southeast and Midwest. Development and Acquisition Opportunities. We generally seek to engage in the development of office and industrial projects in our existing geographic markets, primarily in suburban business parks. We intend to focus our development efforts on build-to-suit projects and projects where we have identified sufficient demand. In build-to-suit development, the building is significantly pre-leased to one 3 or more tenants prior to construction. Build-to-suit projects often foster strong long-term relationships with tenants, creating future development opportunities as the facility needs of tenants increase. We believe our commercially zoned and unencumbered development land in existing business parks is an advantage we have over many of our competitors in pursuing development opportunities. We also seek to acquire selective suburban office and industrial properties in our existing geographic markets at prices below replacement cost that offer attractive returns. These would include acquisitions of underperforming, high-quality properties in our existing markets that offer us opportunities to improve such properties' operating performance. Managed Growth Strategy. Our strategy has been to focus our real estate activities in markets where we believe our extensive local knowledge gives us a competitive advantage over other real estate developers and operators. As we expanded into new markets, we have continued to maintain this localized approach by combining with local real estate operators with many years of development and management experience in their respective markets. Approximately two-thirds of our properties were either developed by us or are managed on a day-to-day basis by personnel who previously managed, leased and/or developed those properties before their acquisition by us. Our development and acquisition activities also benefit from our local market presence and knowledge. Our property-level officers have on average more than 20 years of real estate experience in their respective markets. Because of this experience, we are in a better position to evaluate acquisition and development opportunities. In addition, our relationships with our tenants and those tenants at properties for which we conduct third-party, fee-based services may lead to development projects when these tenants seek new space. Efficient, Customer Service-Oriented Organization. We provide a complete line of real estate services to our tenants and third parties. We believe that our in-house development, acquisition, construction management, leasing and management services allow us to respond to the many demands of our existing and potential tenant base. We provide our tenants cost-effective services such as build-to-suit construction and space modification, including tenant improvements and expansions. In addition, the breadth of our capabilities and resources provides us with market information not generally available. We believe that the operating efficiencies achieved through our fully integrated organization also provide a competitive advantage in setting our lease rates and pricing other services. Flexible and Conservative Capital Structure. We are committed to maintaining a flexible and conservative capital structure that: (1) allows growth through development and acquisition opportunities; (2) promotes future earnings growth; and (3) provides access to the private and public equity and debt markets on favorable terms. Accordingly, we expect to meet our long-term liquidity requirements, including funding our existing and future development activity, through a combination of: o borrowings under our unsecured revolving credit facility; o the issuance of unsecured debt securities; o borrowings of secured debt; o the issuance of equity securities by both the Company and the Operating Partnership; o the selective disposition of non-core assets; and o the sale or contribution of certain of our wholly-owned properties to strategic joint ventures formed with selected institutional investors. 4 Recent Developments The following table summarizes the acquisitions and dispositions completed during 1999 as well as assets contributed to joint ventures in 1999 ($ in thousands): Acquisition Activity
Acquisition Building Closing Rentable Initial Property Market Type (1) Date Square Feet Cost - --------------------------- ----------- ---------- ------------ ------------- ---------- Cypress Commons Tampa O 06/04/99 114,000 $ 12,000 Cypress Center Tampa O 06/30/99 83,000 8,000 5404 Cypress Center Tampa O 07/21/99 153,000 15,700 Century Plaza I & II Atlanta O 09/01/99 206,000 19,500 3322 West End Nashville O 10/08/99 216,000 30,100 Innsbrook Center Richmond O 12/27/99 67,000 7,625 Mercer Plaza Richmond O 12/27/99 121,000 13,875 ------- -------- Total 960,000 $106,800 ======= ========
DISPOSITION ACTIVITY
Building Date Rentable Sales Property Market Type (1) Sold Square Feet Price - -------------------------------- ------------------- ---------- ---------- ------------- ----------- Members Warehouse Piedmont Triad I 04/01/99 80,000 $ 2,200 Comeau Building South Florida O 04/20/99 87,000 4,200 South Florida portfolio South Florida O/I 06/07/99 3,275,000 323,000 Phoenix Building Research Triangle O 06/07/99 26,000 3,000 Baltimore portfolio Baltimore O 06/30/99 737,000 82,200 Grassy Creek Piedmont Triad I 06/30/99 665,000 17,300 Virginia Center Tech Park Richmond O 08/02/99 120,000 8,500 1765 The Exchange Atlanta O 08/12/99 90,000 7,400 4000 Old Court Medical Baltimore O 08/12/99 42,000 5,800 Cotton Building Research Triangle O 08/31/99 40,000 3,600 4000 Aerial Center Research Triangle O 09/02/99 25,000 3,300 Georgetown Market Place Kansas City R 11/10/99 95,000 7,625 Riverside Building Hampton Roads O 12/10/99 87,000 8,250 Central Florida portfolio Orlando/Tampa O/I 12/20/99 2,122,000 165,329 Florida Flex Tampa O/I 12/22/99 751,000 45,700 Clearwater Tower Tampa O 12/29/99 100,000 8,300 Penn Wick, Tama & Cole Garden Kansas City M 12/31/99 N/A 675 --------- -------- Total 8,342,000 $696,379 ========= ========
JOINT VENTURE ACTIVITY
Rentable Building Date Square Name Market Type (1) Contributed Feet Proceeds - ----------------------------- ---------- ---------- ------------- ------------ ----------- Dreilander-Fonds 98/29 Various O 03/15/99 1,198,000 $142,000 --------- -------- Total 1,198,000 $142,000 ========= ========
- ---------- (1) O = Office I = Industrial R = Retail M = Multifamily 5 DEVELOPMENT ACTIVITY The following table summarizes the 24 development projects placed in service during 1999 ($ in thousands): Placed In Service
Month Building Placed Number of Rentable Initial Name Market Type (1) in Service Properties Square Feet Cost (2) - ----------------------------- ------------------- ---------- ------------ ------------ ------------- ----------- Newpoint Place III Atlanta O Feb-99 1 84,000 $3,358 Chastain Place II Atlanta O Mar-99 1 64,000 2,773 Chastain Place III Atlanta O Mar-99 1 58,000 2,253 Highwoods Center I at Tradeport Atlanta O Apr-99 1 46,000 3,603 Airpark South Warehouse VI Piedmont Triad I Apr-99 1 189,000 7,714 Bluegrass Lakes I Atlanta I Jun-99 1 112,000 4,883 Capital One Building 1 Richmond O Jun-99 1 126,000 12,387 Eastshore II Richmond O Jun-99 1 77,000 7,701 Highwoods Common Richmond O Jun-99 1 49,000 4,916 Ridgefield III Asheville O Jul-99 1 57,000 5,642 Tradeport I Atlanta I Jul-99 1 87,000 3,323 Tradeport II Atlanta I Jul-99 1 87,000 4,110 Capital One Building II Richmond O Jul-99 1 44,000 4,569 Patewood VI Greenville O Aug-99 1 107,000 12,675 Air Park South Warehouse II Piedmont Triad I Aug-99 1 136,000 3,315 CNA Maitland III Orlando O Aug-99 1 79,000 9,874 Cool Springs I Nashville O Sep-99 1 153,000 16,361 Highwoods Centre Research Triangle O Sep-99 1 76,000 8,789 Situs II Research Triangle O Sep-99 1 59,000 6,826 Capital One Building 3 Richmond O Oct-99 1 126,000 13,230 Highwoods Centre Hampton Roads O Nov-99 1 103,000 9,501 Overlook Research Triangle O Nov-99 1 97,000 11,257 Concourse Center One Piedmont Triad O Dec-99 1 86,000 9,078 Red Oak Research Triangle O Dec-99 1 65,000 6,740 - ------- ------ Total 24 2,167,000 $174,878 == ========= ========
- ---------- (1) O = Office I = Industrial (2) Initial Cost includes estimated amounts required to complete the project, including tenant improvement costs. 6 We had 33 suburban office properties, six industrial properties and two retail properties under development totaling 4.8 million rentable square feet of office and industrial space at December 31, 1999. The following table summarizes these development projects as of December 31, 1999: IN-PROCESS
Rentable Estimated Cost at Pre-Leasing Estimated Estimated Name Market Square Feet Cost 12/31/99 Percentage (1) Completion Stabilization (2) - ------------------------ ------------------- ------------- ----------- ---------- ---------------- ------------ ------------------ ($ in thousands) Office: Caterpillar Financial Center Nashville 313,000 $ 54,000 $ 38,938 100% 1Q00 1Q00 Eastshore I Richmond 68,000 7,535 6,335 100 1Q00 1Q00 Eastshore III Richmond 80,000 8,580 8,613 100 1Q00 1Q00 Intermedia Building 1 Tampa 200,000 27,040 21,170 100 1Q00 1Q00 Intermedia Building 2 Tampa 30,000 4,056 376 100 1Q00 1Q00 Intermedia Building 3 Tampa 170,000 22,984 18,500 100 1Q00 1Q00 Genus Orlando 30,000 3,307 -- 100 3Q00 3Q00 iXL Richmond 57,000 6,875 -- 100 3Q00 3Q00 Intermedia Building 4 Tampa 200,000 29,219 5,158 100 3Q00 3Q00 Valencia Place Kansas City 241,000 34,850 30,734 80 1Q00 4Q00 ECPI Build-to-suit Piedmont Triad 30,000 3,020 843 100 3Q00 4Q00 Intermedia Building 5 Tampa 200,000 29,219 2,562 100 3Q01 3Q01 Capital Plaza Orlando 303,000 53,000 34,027 40 1Q00 4Q01 Highwoods Tower II Research Triangle 167,000 25,134 1,495 72 1Q01 2Q02 ------- -------- -------- --- In-Process Office Total or Weighted Average 2,089,000 $308,819 $168,751 87% ========= ======== ======== === Industrial: ALO Piedmont Triad 27,000 $ 1,055 $ 287 100% 2Q00 2Q00 Bluegrass Valley I Atlanta 135,000 5,664 2,829 100 3Q00 4Q00 --------- -------- -------- --- In-Process Industrial Total or Weighted Average 162,000 $ 6,719 $ 3,116 100% ========= ======== ======== === Retail: Valencia Place Kansas City 81,000 $ 16,650 $ 10,245 83% 1Q00 4Q00 --------- -------- -------- --- In-Process Retail Total or Weighted Average 81,000 $ 16,650 $ 10,245 83% ========= ======== ======== === Total or Weighted Average of all In-Process Development Projects 2,332,000 $332,188 $182,112 88% ========= ======== ======== ===
- ---------- (1) Includes the effect of letters of intent. (2) We generally consider a development project to be stabilized upon the earlier of the first date such project is at least 95% occupied or one year from the date of completion. 7 COMPLETED-NOT STABILIZED
Rentable Estimated Cost at Name Market Square Feet Cost 12/31/99 - ------------------------- ------------------- ------------- ----------- ---------- ($ in thousands) Office: Deerfield I Atlanta 50,000 $ 4,382 $ 3,895 Parkway Plaza 12 Charlotte 22,000 1,800 1,652 Lakefront Plaza I Hampton Roads 77,000 7,477 7,718 Southwind Building D Memphis 64,000 6,800 7,122 Westwood South Nashville 125,000 13,530 13,329 3737 Glenwood Ave. Research Triangle 108,000 16,700 16,529 10 Glenlake South Atlanta 259,000 35,100 36,732 Deerfield II Atlanta 67,000 6,994 4,578 Highwoods Center II @ Tradeport Atlanta 54,000 4,825 4,316 Parkway Plaza 11 Charlotte 32,000 2,600 2,511 Parkway Plaza 14 Charlotte 90,000 7,690 6,829 Belfort Park C1 Jacksonville 50,000 4,830 1,996 Belfort Park C2 Jacksonville 36,000 2,730 2,434 4101 Research Commons Research Triangle 73,000 9,311 8,437 Stony Point II Richmond 136,000 13,881 12,794 HIW Center @ Peachtree Corners Atlanta 109,000 9,238 5,881 Mallard Creek V Charlotte 118,000 12,262 10,488 Lakeview Ridge III Nashville 131,000 13,100 10,989 Lakpoint II Tampa 225,000 34,106 22,960 ------- -------- -------- Completed-Not Stabilized Office Total or Weighted Average 1,826,000 $207,356 $181,190 ========= ======== ======== Industrial: Air Park South Warehouse III Piedmont Triad 120,000 $ 3,626 $ 2,894 Air Park South Warehouse IV Piedmont Triad 86,000 2,750 2,679 HIW Distribution Center Richmond 166,000 6,487 6,328 Newpoint II Atlanta 131,000 5,167 4,825 --------- -------- -------- Completed-Not Stabilized Industrial Total or Weighted Average 503,000 $ 18,030 $ 16,726 ========= ======== ======== Retail: Seville Square Kansas City 99,000 $ 21,000 $ 20,791 --------- -------- -------- Completed-Not Stabilized Retail Total or Weighted Average 99,000 $ 21,000 $ 20,791 ========= ======== ======== Total or Weighted Average of all Completed-Not Stabilized Development Projects 2,428,000 $246,386 $218,707 ========= ======== ======== Total or Weighted Average of all Development Projects 4,760,000 $578,574 $400,819 ========= ======== ======== Percent leased/ Estimated Estimated Name Pre-leased (1) Completion Stabilization (2) - ------------------------- ---------------- ------------ ------------------ Office: Deerfield I 100% 3Q99 1Q00 Parkway Plaza 12 95 1Q99 1Q00 Lakefront Plaza I 96 2Q99 1Q00 Southwind Building D 97 2Q99 1Q00 Westwood South 94 3Q99 1Q00 3737 Glenwood Ave. 92 3Q99 1Q00 10 Glenlake South 90 1Q99 2Q00 Deerfield II -- 3Q99 2Q00 Highwoods Center II @ Tradeport 56 3Q99 2Q00 Parkway Plaza 11 64 1Q99 2Q00 Parkway Plaza 14 57 2Q99 2Q00 Belfort Park C1 28 3Q99 2Q00 Belfort Park C2 38 3Q99 2Q00 4101 Research Commons 66 3Q99 2Q00 Stony Point II 78 2Q99 2Q00 HIW Center @ Peachtree Corners 59 3Q99 3Q00 Mallard Creek V 49 4Q99 4Q00 Lakeview Ridge III 60 2Q99 4Q00 Lakpoint II 75 4Q99 4Q00 --- Completed-Not Stabilized Office Total or Weighted Average 72% === Industrial: Air Park South Warehouse III 100% 4Q99 1Q00 Air Park South Warehouse IV 100 4Q99 1Q00 HIW Distribution Center 82 1Q99 2Q00 Newpoint II 33 3Q99 2Q00 --- Completed-Not Stabilized Industrial Total or Weighted Average 77% === Retail: Seville Square 97% 2Q99 3Q00 --- Completed-Not Stabilized Retail Total or Weighted Average 97% === Total or Weighted Average of all Completed-Not Stabilized Development Projects 74% === Total or Weighted Average of all Development Projects 81% ===
- ---------- (1) Includes the effect of letters of intent. (2) We generally consider a development project to be stabilized upon the earlier of the first date such project is at least 95% occupied or one year from the date of completion. 8 DEVELOPMENT ANALYSIS
Rentable Estimated Pre-Leasing Square Feet Cost Percentage (1) ------------- ----------------- --------------- ($ in thousands) SUMMARY BY ESTIMATED STABILIZATION DATE First Quarter 2000 1,436,000 $173,783 99% Second Quarter 2000 1,121,000 100,670 65 Third Quarter 2000 495,000 69,639 90 Fourth Quarter 2000 961,000 119,652 76 Third Quarter 2001 200,000 29,219 100 Fourth Quarter 2001 303,000 53,000 40 Second Quarter 2002 167,000 25,134 72 Held for Sale 77,000 7,477 96 --------- -------- --- Total or Weighted Average 4,760,000 $578,574 81% ========= ======== === SUMMARY BY MARKET: Atlanta 805,000 $ 71,370 69% Charlotte 262,000 24,352 57 Jacksonville 86,000 7,560 32 Kansas City 421,000 72,500 85 Memphis 64,000 6,800 97 Nashville 569,000 80,630 89 Orlando 333,000 56,307 45 Piedmont Triad 263,000 10,451 100 Research Triangle 348,000 51,145 77 Richmond 507,000 43,358 88 Tampa 1,025,000 146,624 95 Held for Sale 77,000 7,477 96 --------- -------- --- Total or Weighted Average 4,760,000 $578,574 81% ========= ======== === Build-to-Suit 1,092,000 $142,890 100% Multi-tenant 3,591,000 428,207 74 Held for Sale 77,000 7,477 96 --------- -------- --- Total or Weighted Average 4,760,000 $578,574 81% ========= ======== ===
Average Rentable Average Square Estimated Average Feet Cost Pre-Leasing (1) ---------- ----------------- ---------------- ($ in thousands) AVERAGE PER PROPERTY TYPE: Office 119,938 $15,897 79% Industrial 110,833 4,125 82 Retail 90,000 18,825 91 Held for Sale 77,000 7,477 96 ------- ------- -- Weighted Average 116,098 $14,112 81% ======= ======= ==
- ---------- (1) Includes the effect of letters of intent. COMPETITION Our properties compete for tenants with similar properties located in our markets primarily on the basis of location, rent charged, services provided and the design and condition of the facilities. We also compete with other REITs, financial institutions, pension funds, partnerships, individual investors and others when attempting to acquire and develop properties. EMPLOYEES As of December 31, 1999, the Company employed 536 persons, as compared to 691 at December 31, 1998. 9 ITEM 2. PROPERTIES General As of December 31, 1999, we owned or had a majority interest in 563 in-service office, industrial and retail properties, encompassing approximately 39.0 million rentable square feet and 1,885 apartment units. The following table sets forth certain information about our majority-owned in-service properties at December 31, 1999 in each of our 17 markets:
Percentage of December 1999 Rental Revenue Rentable -------------------------------------------------------- Square Feet (1) Occupancy (2) Office Industrial Retail Multi-Family Total ---------------- --------------- -------- ------------ -------- -------------- ---------- Piedmont Triad ............ 8,691,000 93% 6.4% 4.7% -- -- 11.1% Atlanta ................... 6,003,000 94 9.4 2.9 -- -- 12.3 Research Triangle ......... 4,871,000 94 14.4 0.4 -- -- 14.8 Tampa ..................... 3,360,000 97 11.1 0.3 -- -- 11.4 Kansas City ............... 3,014,000 94 3.6 0.4 5.7% 3.6% 13.3 Nashville ................. 2,419,000 90 7.0 0.7 -- -- 7.7 Richmond .................. 2,127,000 98 5.6 0.2 -- -- 5.8 Charlotte ................. 1,893,000 92 3.6 0.6 -- -- 4.2 Orlando ................... 1,713,000 95 5.4 -- -- -- 5.4 Jacksonville .............. 1,488,000 87 3.7 -- -- -- 3.7 Greenville ................ 1,220,000 94 3.1 0.2 -- -- 3.3 Memphis ................... 779,000 99 3.1 -- -- -- 3.1 Columbia .................. 426,000 81 1.1 -- -- -- 1.1 Tallahassee ............... 413,000 98 1.4 -- -- -- 1.4 Hampton Roads ............. 279,000 84 0.4 0.2 -- -- 0.6 Asheville ................. 180,000 88 0.3 0.1 -- -- 0.4 Other ..................... 100,000 93 0.4 -- -- -- 0.4 --------- -- ---- ---- --- --- ----- Total ..................... 38,976,000 94% 80.0% 10.7% 5.7% 3.6% 100.0% ========== == ==== ==== === === =====
- ---------- (1) Excludes Kansas City's basement space and apartment units. (2) Excludes Kansas City's apartment occupancy percentage of 96%. 10 The following table sets forth certain information about the portfolio of our majority-owned in-service and development properties as of December 31, 1999 and 1998:
December 31, 1999 December 31, 1998 ---------------------------- --------------------------- Percent Percent Rentable Leased/ Rentable Leased/ Square Feet Pre-Leased Square Feet Pre-leased ------------- ------------ ------------- ----------- In-Service Office .............................. 26,072,000 94% 31,110,000 94% Industrial .......................... 11,325,000 94 11,871,000 93 Retail .............................. 1,579,000 94 1,661,000 92 ---------- -- ---------- -- Total or Weighted Average ......... 38,976,000 94% 44,642,000 94% ========== == ========== == Development Completed -- Not Stabilized Office .............................. 1,826,000 72% 1,196,000 77% Industrial .......................... 503,000 77 461,000 89 Retail .............................. 99,000 97 -- -- ---------- -- ---------- -- Total or Weighted Average ......... 2,428,000 74% 1,657,000 80% ========== == ========== == In Process Office .............................. 2,089,000 87% 4,389,000 63% Industrial .......................... 162,000 100 652,000 66 Retail .............................. 81,000 83 200,000 65 ---------- --- ---------- -- Total or Weighted Average ......... 2,332,000 88% 5,241,000 64% ========== === ========== == Total Office .............................. 29,987,000 36,695,000 Industrial .......................... 11,990,000 12,984,000 Retail .............................. 1,759,000 1,861,000 ---------- ---------- Total ............................. 43,736,000 51,540,000 ========== ==========
TENANTS The following table sets forth information concerning the 20 largest tenants of our majority-owned in-service properties as of December 31, 1999:
Percent of Total Number Annualized Annualized Tenant of Leases Rental Revenue (1) Rental Revenue - ----------------------------------- ----------- -------------------- ----------------- ($ in thousands) AT&T .............................. 9 $ 13,323 2.7% Federal Government ................ 63 13,249 2.7 Bell South ........................ 52 10,261 2.1 IBM ............................... 11 8,757 1.8 Capital One Services .............. 5 7,009 1.4 US Airways ........................ 8 6,518 1.3 PricewaterhouseCoopers ............ 8 5,719 1.2 Nortel Networks ................... 3 5,192 1.1 Sara Lee .......................... 9 4,584 0.9 Sprint ............................ 13 4,212 0.9 Intermedia Communications ......... 17 4,198 0.9 State of Florida .................. 7 4,150 0.9 Lockheed Martin ................... 4 3,482 0.7 Prudential ........................ 14 3,115 0.6 International Paper ............... 9 2,704 0.6 MCI Worldcom ...................... 22 2,674 0.5 Bank of America ................... 16 2,378 0.5 IKON Office Solutions ............. 8 2,328 0.5 GTE ............................... 7 2,313 0.5 General Electric .................. 12 2,301 0.5 -- -------- ---- Total ......................... 297 $108,467 22.3% === ======== ====
- ---------- (1) Annualized Rental Revenue is December 1999 rental revenue (base rent plus operating expense pass-throughs) multiplied by 12. 11 The following tables set forth certain information about leasing activities at our majority-owned in-service properties (excluding apartment units) for the years ended December 31, 1999, 1998 and 1997.
1999 -------------------------------------------- Office Industrial Retail -------------- -------------- -------------- Net Effective Rents Related to Re-Leased Space: Number of lease transactions (signed leases) ...................... 1,051 249 101 Rentable square footage leased ....................... 5,086,408 2,786,017 378,304 Average per rentable square foot over the lease term: Base rent .................... $ 15.58 $ 5.35 $ 17.24 Tenant improvements .......... ( .82) ( .28) ( 1.02) Leasing commissions .......... ( .39) ( .13) ( .44) Rent concessions ............. ( .03) ( .01) ( .01) ----------- ---------- ---------- Effective rent ............... $ 14.34 $ 4.93 $ 15.77 Expense stop (1) ............. ( 4.19) ( .28) ( .07) ----------- ---------- ---------- Equivalent effective net rent ........................ $ 10.15 $ 4.65 $ 15.70 =========== ========== ========== Average term in years ......... 5 4 6 =========== ========== ========== Rental Rate Trends: Average final rate with expense pass-throughs ........ $ 15.13 $ 5.05 $ 12.21 Average first year cash rental rate .................. $ 15.68 $ 5.24 $ 16.28 ----------- ---------- ---------- Percentage increase ........... 3.64% 3.76% 33.33% =========== ========== ========== Capital Expenditures Related to Re-leased Space: Tenant Improvements: Total dollars committed under signed leases ......... $21,748,441 $3,621,621 $4,589,543 Rentable square feet ......... 5,086,408 2,786,017 378,304 ----------- ---------- ---------- Per rentable square foot ..... $ 4.28 $ 1.30 $ 12.13 =========== ========== ========== Leasing Commissions: Total dollars committed under signed leases ......... $ 8,990,333 $1,336,828 $1,069,227 Rentable square feet ......... 5,086,408 2,786,017 378,304 ----------- ---------- ---------- Per rentable square foot ..... $ 1.77 $ .48 $ 2.83 =========== ========== ========== Total: Total dollars committed under signed leases ......... $30,738,774 $4,958,449 $5,658,770 Rentable square feet ......... 5,086,408 2,786,017 378,304 ----------- ---------- ---------- Per rentable square foot ..... $ 6.04 $ 1.78 $ 14.96 =========== ========== ========== 1998 1997 ------------------------------------------- ----------------------------- Office Industrial Retail Office Industrial -------------- -------------- ------------- -------------- -------------- Net Effective Rents Related to Re-Leased Space: Number of lease transactions (signed leases) ...................... 1,042 207 26 520 241 Rentable square footage leased ....................... 5,004,005 1,400,108 66,964 2,531,393 1,958,539 Average per rentable square foot over the lease term: Base rent .................... $ 16.00 $ 5.81 $ 14.81 $ 16.04 $ 5.37 Tenant improvements .......... ( 0.81) (0.26) ( 0.82) ( 1.06) (0.22) Leasing commissions .......... ( 0.35) (0.12) ( 0.58) ( 0.39) (0.13) Rent concessions ............. ( 0.03) -- ( 0.26) ( 0.01) (0.01) ----------- ---------- ------- ----------- ---------- Effective rent ............... $ 14.81 $ 5.43 $ 13.15 $ 14.58 $ 5.01 Expense stop (1) ............. ( 4.25) (0.37) ( 0.84) ( 3.53) (0.23) ----------- ---------- ------- ----------- ---------- Equivalent effective net rent ........................ $ 10.56 $ 5.06 $ 12.31 $ 11.05 $ 4.78 =========== ========== ======= =========== ========== Average term in years ......... 5 3 6 4 3 =========== ========== ======= =========== ========== Rental Rate Trends: Average final rate with expense pass-throughs ........ $ 14.12 $ 5.39 $ 10.35 $ 13.78 $ 5.08 Average first year cash rental rate .................. $ 15.12 $ 5.58 $ 12.41 $ 14.76 $ 5.37 ----------- ---------- ------- ----------- ---------- Percentage increase ........... 7.08% 3.53% 19.9 % 7.11% 5.71% =========== ========== ======= =========== ========== Capital Expenditures Related to Re-leased Space: Tenant Improvements: Total dollars committed under signed leases ......... $19,144,349 $1,226,526 $340,620 $11,443,099 $1,421,203 Rentable square feet ......... 5,004,005 1,400,108 66,964 2,531,393 1,958,539 ----------- ---------- -------- ----------- ---------- Per rentable square foot ..... $ 3.83 $ 0.88 $ 5.09 $ 4.52 $ 0.73 =========== ========== ======== =========== ========== Leasing Commissions: Total dollars committed under signed leases ......... $ 8,348,495 $ 558,840 $222,315 $ 4,247,280 $ 890,280 Rentable square feet ......... 5,004,005 1,400,108 66,964 2,531,393 1,958,539 ----------- ---------- -------- ----------- ---------- Per rentable square foot ..... $ 1.67 $ 0.40 $ 3.32 $ 1.68 $ 0.45 =========== ========== ======== =========== ========== Total: Total dollars committed under signed leases ......... $27,492,844 $1,785,367 $562,935 $15,690,379 $2,311,483 Rentable square feet ......... 5,004,005 1,400,108 66,964 2,531,393 1,958,539 ----------- ---------- -------- ----------- ---------- Per rentable square foot ..... $ 5.49 $ 1.28 $ 8.41 $ 6.20 $ 1.18 =========== ========== ======== =========== ==========
- ---------- (1) "Expense stop" represents operating expenses (generally including taxes, utilities, routine building expense and common area maintenance) for which we will not be reimbursed by our tenants. 12 The following tables set forth scheduled lease expirations for executed leases at our majority-owned in-service properties (excluding apartment units) as of December 31, 1999, assuming no tenant exercises renewal options. Office Properties:
Average Percentage of Percentage of Annual Leased Rents Rentable Leased Annual Rents Rental Rate Represented Number of Square Feet Square Footage Under Per Square by Lease Leases Subject to Represented by Expiring Foot for Expiring Expiring Expiring Expiring Leases Expiring Leases Leases (1) Expirations (1) Leases - -------------- ----------- ----------------- ----------------- --------------- ----------------- -------------- (in thousands) 2000 898 3,439,598 13.8% $ 56,400 $ 16.40 14.1% 2001 598 3,665,100 14.8 59,636 16.27 14.9 2002 657 3,834,351 15.5 62,252 16.24 15.6 2003 456 3,775,629 15.2 61,296 16.23 15.3 2004 374 2,726,830 11.0 44,668 16.38 11.2 2005 113 1,456,658 5.9 23,138 15.88 5.8 2006 64 1,647,918 6.6 27,106 16.45 6.8 2007 29 773,551 3.1 12,624 16.32 3.2 2008 53 1,540,816 6.2 21,702 14.08 5.4 2009 22 976,289 3.9 15,750 16.13 3.9 Thereafter 88 1,000,782 4.0 15,274 15,26 3.8 --- --------- ----- -------- -------- ----- 3,352 24,837,522 100.0% $399,846 $ 16.10 100.0% ===== ========== ===== ======== ======== =====
Industrial Properties:
Average Percentage of Percentage of Annual Leased Rents Rentable Leased Annual Rents Rental Rate Represented Number of Square Feet Square Footage Under Per Square by Lease Leases Subject to Represented by Expiring Foot for Expiring Expiring Expiring Expiring Leases Expiring Leases Leases (1) Expirations (1) Leases - -------------- ----------- ----------------- ----------------- --------------- ----------------- -------------- (in thousands) 2000 228 2,537,554 23.1% $11,734 $ 4.62 20.2% 2001 149 1,771,632 16.1 8,643 4.88 14.9 2002 138 1,778,493 16.2 8,035 4.52 13.8 2003 58 787,214 7.2 4,429 5.63 7.6 2004 75 2,310,262 21.0 12,116 5.24 20.8 2005 17 323,313 2.9 2,402 7.43 4.1 2006 14 459,385 4.2 3,291 7.16 5.7 2007 7 189,148 1.7 1,264 6.68 2.2 2008 6 247,737 2.3 2,006 8.10 3.5 2009 12 422,377 3.8 3,638 8.61 6.3 Thereafter 10 159,727 1.5 540 3.38 0.9 --- --------- ----- ------- ------- ----- 714 10,986,842 100.0% $58,098 $ 5.29 100.0% === ========== ===== ======= ======= =====
- ---------- (1) Annual Rents Under Expiring Leases are December 1999 rental revenue (base rent plus operating expense pass-throughs) multiplied by 12. 13 Retail Properties:
Average Percentage of Percentage of Annual Leased Rents Rentable Leased Annual Rents Rental Rate Represented Number of Square Feet Square Footage Under Per Square by Lease Leases Subject to Represented by Expiring Foot for Expiring Expiring Expiring Expiring Leases Expiring Leases Leases (1) Expirations (1) Leases - ---------------- ----------- ----------------- ----------------- --------------- ----------------- -------------- (in thousands) 2000 97 228,767 14.5% $ 3,757 $ 16.42 12.6% 2001 53 130,267 8.3 3,175 24.37 10.7 2002 50 145,077 9.2 2,459 16.95 8.3 2003 46 118,582 7.5 2,531 21.34 8.5 2004 33 209,764 13.3 2,315 11.04 7.8 2005 16 52,135 3.3 1,496 28.69 5.0 2006 21 71,533 4.5 1,628 22.76 5.5 2007 10 52,542 3.3 949 18.06 3.2 2008 15 107,595 6.8 3,413 31.72 11.5 2009 21 141,808 9.0 2,713 19.13 9.1 Thereafter 17 318,489 20.3 5,302 16.65 17.8 -- ------- ----- ------- -------- ----- 379 1,576,559 100.0% $29,738 $ 18.86 100.0% === ========= ===== ======= ======== =====
Total:
Average Percentage of Percentage of Annual Leased Rents Rentable Leased Annual Rents Rental Rate Represented Number of Square Feet Square Footage Under Per Square by Lease Leases Subject to Represented by Expiring Foot for Expiring Expiring Expiring Expiring Leases Expiring Leases Leases (1) Expirations(1) Leases - ---------------- ----------- ----------------- ----------------- --------------- ---------------- -------------- (in thousands) 2000 1,223 6,205,919 16.6% $ 71,891 $ 11.58 14.7% 2001 800 5,566,999 14.9 71,454 12.84 14.7 2002 845 5,757,921 15.4 72,746 12.63 15.0 2003 560 4,681,425 12.5 68,256 14.58 14.0 2004 482 5,246,856 14.0 59,099 11.26 12.1 2005 146 1,832,106 4.9 27,036 14.76 5.5 2006 99 2,178,836 5.8 32,025 14.70 6.6 2007 46 1,015,241 2.7 14,837 14.61 3.0 2008 74 1,896,148 5.1 27,121 14.30 5.6 2009 55 1,540,474 4.1 22,101 14.35 4.5 Thereafter 115 1,478,998 4.0 21,116 14.28 4.3 ----- --------- ----- -------- -------- ----- 4,445 37,400,923 100.0% $487,682 $ 13.04 100.0% ===== ========== ===== ======== ======== =====
- ---------- (1) Annual Rents Under Expiring Leases are December 1999 rental revenue (base rent plus operating expense pass-throughs) multiplied by 12. 14 DEVELOPMENT LAND As of December 31, 1999, we owned 1,473 acres and had committed to purchase over the next three years an additional 317 acres of land for development. We estimate that we can develop approximately 12.6 million square feet of office, industrial and retail space on the development land. All of the development land is zoned and available for office, industrial or retail development, substantially all of which has utility infrastructure already in place. We believe that our commercially zoned and unencumbered land in existing business parks gives us an advantage in our future development activities over other commercial real estate development companies in many of our markets. Any future development, however, is dependent on the demand for industrial or office space in the area, the availability of favorable financing and other factors, and no assurance can be given that any construction will take place on the development land. In addition, if construction is undertaken on the development land, we will be subject to the risks associated with construction activities, including the risk that occupancy rates and rents at a newly completed property may not be sufficient to make the property profitable, construction costs may exceed original estimates and construction and lease-up may not be completed on schedule, resulting in increased debt service expense and construction expense. ITEM 3. LEGAL PROCEEDINGS On October 2, 1998, John Flake, a former stockholder of J.C. Nichols, filed a putative class action lawsuit on behalf of himself and the other former stockholders of J.C. Nichols in the United States District Court for the District of Kansas against J.C. Nichols, certain of its former officers and directors and the Company. The complaint alleges, among other things, that in connection with the merger of J.C. Nichols and the Company (1) J.C. Nichols and the named directors and officers of J.C. Nichols breached their fiduciary duties to J.C. Nichols' stockholders, (2) J.C. Nichols and the named directors and officers of J.C. Nichols breached their fiduciary duties to members of the J.C. Nichols Company Employee Stock Ownership Trust, (3) all defendants participated in the dissemination of a proxy statement containing materially false and misleading statements and omissions of material facts in violation of Section 14(a) of the Securities Exchange Act of 1934 and (4) the Company filed a registration statement with the SEC containing materially false and misleading statements and omissions of material facts in violation of Sections 11 and 12(2) of the Securities Act of 1933. The plaintiff seeks equitable relief and monetary damages. We believe that the defendants have meritorious defenses to the plaintiffs' allegations and intend to vigorously defend this litigation. By order dated June 18, 1999, the court granted in part and denied in part our motion to dismiss. The court has granted the plaintiff's motion seeking certification of the proposed class of plaintiffs with respect to the remaining claims. Discovery in the matter is proceeding. Due to the inherent uncertainties of the litigation process and the judicial system, we are not able to predict the outcome of this litigation. If this litigation is not resolved in our favor, it could have a material adverse effect on our business, financial condition and results of operations. In addition, we are a party to a variety of legal proceedings arising in the ordinary course of our business. We believe that we are adequately covered by insurance and indemnification agreements. Accordingly, none of such proceedings are expected to have a material adverse effect on our business, financial condition and results of operations. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. 15 ITEM X. EXECUTIVE OFFICERS OF THE REGISTRANT The following table sets forth certain information with respect to our executive officers:
Name Age Position and Background - ---------------------- ----- --------------------------------------------------------------------------- Ronald P. Gibson 55 Director, President and Chief Executive Officer. Mr. Gibson is one of our founders and has served as President or managing partner of our predecessor since its formation in 1978. John L. Turner 53 Director, Vice Chairman of the Board of Directors and Chief Investment Officer. Mr. Turner co-founded the predecessor of Forsyth Properties in 1975. Edward J. Fritsch 41 Executive Vice President, Chief Operating Officer and Secretary. Mr. Fritsch joined us in 1982. Gene H. Anderson 54 Director and Senior Vice President. Mr. Anderson manages the operations of our Georgia properties. Mr. Anderson was the founder and president of Anderson Properties, Inc. prior to its merger with the Company. Michael E. Harris 50 Senior Vice President. Mr. Harris is responsible for our operations in Tennessee, Missouri, Kansas and Maryland. Mr. Harris was executive vice president of Crocker Realty Trust prior to its merger with the Company. Before joining Crocker Realty Trust, Mr. Harris served as senior vice president, general counsel and chief financial officer of Towermarc Corporation, a privately owned real estate development firm. Marcus H. Jackson 43 Senior Vice President. Mr. Jackson is responsible for our operations in Virginia and the Research Triangle, Greensboro and Winston Salem divisions of North Carolina. Prior to joining us in 1998, Mr. Jackson was senior vice president of Compass Development and Construction Services. Dale R. Johannes 49 Senior Vice President. Mr. Johannes is responsible for our operations in Florida. From 1990 to 1997, Mr. Johannes served as chief operating officer of Associated Capital Properties, Inc. Carman J. Liuzzo 39 Vice President, Chief Financial Officer and Treasurer. Prior to joining us in 1994, Mr. Liuzzo was vice president and chief accounting officer for Boddie-Noell Enterprises, Inc. and Boddie-Noell Restaurant Properties, Inc. Mr. Liuzzo is a certified public accountant. Mack D. Pridgen III 50 Vice President and General Counsel. Prior to joining us in 1997, Mr. Pridgen was a partner with Smith Helms Mulliss & Moore, L.L.P.
16 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS Market Information and Dividends The Common Stock has been traded on the New York Stock Exchange ("NYSE") under the symbol "HIW" since the Company's initial public offering. The following table sets forth the quarterly high and low sales prices per share reported on the NYSE for the quarters indicated and the distributions paid per share during such quarter.
1999 1998 -------------------------------------- ------------------------------------- Quarter Ended: High Low Distribution High Low Distribution - ------------------------ ----------- ----------- -------------- ----------- ----------- ------------- March 31 ............. $25.69 $ 22.25 $ .54 $ 37.44 $ 32.25 $ 0.51 June 30 .............. 27.69 22.75 .54 35.31 30.69 0.51 September 30 ......... 26.88 22.25 .555 32.93 23.00 0.54 December 31 .......... 25.63 20.25 .555 28.81 24.06 0.54
- ---------- On March 20, 2000, the last reported sale price of the Common Stock on the NYSE was $21.00 per share and the Company had 1,359 stockholders of record. The Company intends to continue to pay regular quarterly distributions to holders of shares of Common Stock and holders of Common Units. Although the Company intends to maintain its current distribution rate, future distributions by the Company will be at the discretion of the Board of Directors and will depend on the actual funds from operations of the Company, its financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Internal Revenue Code of 1986 and such other factors as the Board of Directors deems relevant. During 1999, the Company's distributions totaled $134,341,000, none of which represented return of capital for financial statement purposes. The minimum distribution per share of Common Stock required to maintain REIT status was approximately $2.46 per share in 1999, $1.62 per share in 1998, $1.56 per share in 1997 and $1.44 per share in 1996. The Company has instituted a Dividend Reinvestment and Stock Purchase Plan under which holders of Common Stock may elect to automatically reinvest their distributions in additional shares of Common Stock and may make optional cash payments for additional shares of Common Stock. The Company may issue additional shares of Common Stock or repurchase Common Stock in the open market for purposes of financing its obligations under the Dividend Reinvestment and Stock Purchase Plan. In August 1997, the Company instituted an Employee Stock Purchase Plan for all active employees. At the end of each three-month offering period, each participant's account balance is applied to acquire shares of Common Stock at 90% of the market value of the Common Stock, calculated as the lower of the average closing price on the NYSE on the five consecutive days preceding the first day of the quarter or the five days preceding the last day of the quarter. A participant may not invest more than $7,500 per quarter. During 1999, employees purchased 29,214 shares of Common Stock under the Employee Stock Purchase Plan. SALES OF UNREGISTERED SECURITIES During 1999, the Company issued an aggregate of 1,192,617 shares of Common Stock in private offerings exempt from the registration requirements pursuant to Section 4(2) of the Securities Act. Substantially all of these shares were issued to holders of Common Units upon the redemption of such Common Units. Each of these purchasers is an accredited investor under Rule 501 of the Securities Act. The Company has registered the resale of such shares under the Securities Act. 17 ITEM 6. SELECTED FINANCIAL DATA The following table sets forth selected financial and operating information for the Company as of December 31, 1999, 1998, 1997, 1996 and 1995 and for the years ended December 31, 1999, 1998, 1997, 1996 and 1995 ($ in thousands, except per share amounts):
Year Ended Year Ended Year Ended Year Ended Year Ended December 31, December 31, December 31, December 31, December 31, 1999 1998 1997 1996 1995 -------------- -------------- -------------- -------------- ------------- Operating Data: Total revenue ...................... $ 584,935 $ 512,471 $ 274,470 $ 137,926 $ 73,522 Rental property operating expenses (1) ..................... 174,075 154,323 76,743 35,313 17,049 General and administrative ......... 22,345 20,776 10,216 5,666 2,737 Interest expense ................... 117,134 97,011 47,394 26,610 13,720 Depreciation and amortization ..................... 112,347 91,705 47,533 22,095 11,082 ----------- ----------- ----------- ----------- ---------- Income before cost of unsuccessful transactions, gain on disposition of assets, minority interest and extraordinary item ........... 159,034 148,656 92,584 48,242 28,934 Cost of unsuccessful transactions ..................... (1,500) -- -- -- -- Gain on disposition of assets ........................... 8,679 1,716 -- -- -- ----------- ----------- ----------- ----------- ---------- Income before minority interest and extraordinary item ............................. 166,213 150,372 92,584 48,242 28,934 Minority interest .................. (20,779) (24,335) (15,106) (6,782) (4,937) ----------- ----------- ----------- ----------- ---------- Income before extraordinary item ............... 145,434 126,037 77,478 41,460 23,997 Extraordinary item-loss on early extinguishment of debt ............................. (7,341) (387) (5,799) (2,140) (875) ----------- ----------- ----------- ----------- ---------- Net income ......................... 138,093 125,650 71,679 39,320 23,122 Dividends on preferred stock ............................ (32,580) (30,092) (13,117) -- -- ----------- ----------- ----------- ----------- ---------- Net income available for common shareholders .............. $ 105,513 $ 95,558 $ 58,562 $ 39,320 $ 23,122 =========== =========== =========== =========== ========== Net income per common share -- basic ................... $ 1.72 $ 1.74 $ 1.51 $ 1.51 $ 1.49 =========== =========== =========== =========== ========== Net income per common share -- diluted ................. $ 1.71 $ 1.74 $ 1.50 $ 1.50 $ 1.48 =========== =========== =========== =========== ========== Balance Sheet Data (at end of period): Net real estate assets ............. $3,673,338 $3,924,192 $2,614,654 $1,377,874 $ 593,066 Total assets ....................... 4,016,197 4,314,333 2,722,306 1,443,440 621,134 Total mortgages and notes payable .......................... 1,766,177 2,008,716 978,558 555,876 182,736 Other Data: Number of in-service properties ....................... 563 658 481 292 191 Total rentable square feet ......... 38,976,000 44,642,000 30,721,000 17,455,000 9,215,000
- ---------- (1) Rental property operating expenses include salaries, real estate taxes, insurance, repairs and maintenance, property management, security and utilities. 18 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview and Background The Highwoods Group (the predecessor to the Company) was comprised of 13 office properties and one warehouse facility (the "Highwoods-Owned Properties"), 94 acres of development land and the management, development and leasing business of Highwoods Properties Company ("HPC"). On June 14, 1994, following completion of the Company's initial public offering, the Company, through a business combination involving entities under varying common ownership, succeeded to the Highwoods-Owned Properties, HPC's real estate business and 27 additional office properties owned by unaffiliated parties (such combination being referred to as the "Formation Transaction"). Minority interest in the Company represents the common partnership interests owned by various individuals and entities and not the Company in the Operating Partnership, the entity that owns substantially all of the Company's interests in the properties and through which the Company, as the sole general partner, conducts substantially all of its operations. We acquired three additional properties in 1994 after the Formation Transaction. In February 1995, we expanded into other North Carolina markets and diversified our portfolio to include industrial and service center properties with our $170.0 million, 57-property business combination with Forsyth Partners. During 1995, we acquired an aggregate of 144 properties, encompassing 6.4 million rentable square feet, at an initial cost of $369.9 million. In September 1996, we acquired 5.7 million rentable square feet of office and service center space through our $566.0 million merger with Crocker Realty Trust, Inc. During 1996, we acquired an aggregate of 91 properties, encompassing 7.3 million square feet, at an initial cost of $704.0 million. In October 1997, we acquired 6.4 million rentable square feet of office space through our $617.0 million merger with Associated Capital Properties, Inc. During 1997, we acquired an aggregate of 176 properties, encompassing 12.8 million rentable square feet, at an initial cost of $1.1 billion. In July 1998, we acquired 5.7 million rentable square feet of office, industrial and retail space as well as multi-family communities through our $544.0 million merger with J.C. Nichols Company. During 1998, we acquired an aggregate of 186 properties, encompassing 14.9 million rentable square feet and 2,325 apartment units, at an initial cost of $1.2 billion. During 1999, in an effort to increase portfolio quality and return on invested capital, we sold 123 properties, encompassing 8.3 million rentable square feet for an aggregate sales price of $696.4 million and contributed or sold to joint ventures 13 properties, encompassing 1.2 million rentable square feet for a sales price of $142.0 million. In addition, we acquired seven properties, encompassing 960,000 rentable square feet at an initial cost of $106.8 million. This information should be read in conjunction with the accompanying consolidated financial statements and the related notes thereto. RESULTS OF OPERATIONS Comparison of 1999 to 1998. Revenues from rental operations increased $66.5 million, or 13.4%, from $498.0 million for the year ended December 31, 1998 to $564.5 million for the year ended December 31, 1999. The increase is primarily a result of our acquisition and development activity in 1998 and 1999. In total, we acquired or completed the development of 3.1 million rentable square feet of majority-owned office, industrial and retail properties during 1999. These additions to our portfolio were offset by the disposition of 8.8 million rentable square feet of majority-owned office, industrial and retail properties and 418 apartment units (including the removal of certain properties from our consolidated financial statements as a result of the reorganization of the Des Moines partnerships) in 1999. Same property revenues, which are the revenues of the 403 in-service properties owned on January 1, 1998, increased 3% for the year ended December 31, 1999 compared to the year ended December 31, 1998. 19 During the year ended December 31, 1999, 1,401 leases representing 8.3 million square feet of office, industrial and retail space were executed at an average rate per square foot which was 4.9% higher than the average rate per square foot on the expired leases. Interest and other income increased $5.3 million, or 38%, from $14.0 million for the year ended December 31, 1998 to $19.3 million for the year ended December 31, 1999. The increase was a result of higher cash balances during the year ended December 31, 1999 and additional income generated from management fees, development fees and leasing commissions. The Company generated $914,425 in auxiliary income (vending and parking) as a result of acquiring multifamily communities in the merger with J.C. Nichols. Rental operating expenses increased $19.8 million, or 12.8%, from $154.3 million for the year ended December 31, 1998 to $174.1 million for the year ended December 31, 1999. The increase is primarily a result of our acquisition and development activity in 1998 and 1999. In total, we acquired or completed the development of 3.1 million rentable square feet of majority-owned office, industrial and retail properties during 1999. These additions to our portfolio were offset by the disposition of 8.8 million rentable square feet of majority-owned office, industrial and retail properties and 418 apartment units (including the removal of certain properties from our consolidated financial statements as a result of the reorganization of the Des Moines partnerships) in 1999. Rental operating expenses as a percentage of related revenues remained consistent at 31.0% in 1998 and 1999. Depreciation and amortization for the years ended December 31, 1999 and 1998 was $112.3 million and $91.7 million, respectively. The increase of $20.6 million, or 22.5%, is due to an average increase in depreciable assets and deferred leasing costs. Interest expense increased $20.1 million, or 20.7%, from $97.0 million in 1998 to $117.1 million in 1999. The increase is attributable to an average increase in outstanding debt related to our acquisition and development activities. The weighted average interest rates on outstanding debt remained consistent in 1998 and 1999. Interest expense for the years ended December 31, 1999 and 1998 included $2.8 million and $2.6 million, respectively, of amortization of deferred financing costs and of the costs related to our interest rate hedge contracts. General and administrative expenses decreased from 4.1% of total revenue in 1998 to 3.8% in 1999. Net income before minority interest and extraordinary item equaled $166.2 million and $150.4 million for the years ended December 31, 1999 and 1998, respectively. The Company's net income allocated to the minority interest totaled $20.8 million and $24.3 million for 1999 and 1998, respectively. The Company incurred extraordinary losses in 1999 and 1998 of $7.3 million and $387,000, respectively, related to the early extinguishing of debt. The Company recorded $32.6 million and $30.1 million in preferred stock dividends for the years ended December 31, 1999 and 1998, respectively. Comparison of 1998 to 1997. Revenue from rental operations increased $231.1 million, or 87%, from $266.9 million for the year ended December 31, 1997 to $498.0 million for the year ended December 31, 1998. The increase is a result of our acquisition and development activity in 1997 and 1998. In total, we acquired 186 office, industrial and retail properties, encompassing 14.9 million square feet and 2,325 apartment units during 1998. Same property revenues, which are the revenues of the 282 in-service properties (encompassing 16.7 million square feet) owned on January 1, 1997 and December 31, 1998, increased 4.7% for the year ended December 31, 1998, compared to the year ended December 31, 1997. During 1998, 1,312 leases, representing 6.4 million square feet of office, industrial and retail space, were executed at an average rate per square foot which was 6.8% higher than the average rate per square foot on the expired leases. Interest and other income increased $6.5 million from $7.5 million in 1997 to $14.0 million in 1998. The increase is primarily related to an increase in interest income as we maintained a higher cash position. We also generated additional management fees, development fees and leasing commissions in 1998. The Company generated $650,000 in auxiliary income (vending and parking) as a result of acquiring multifamily communities in the merger with J.C. Nichols. 20 Rental operating expenses increased $77.6 million, or 101.2%, from $76.7 million in 1997 to $154.3 million in 1998. Rental expenses as a percentage of related rental revenues increased from 28.7% in 1997 to 31.0% in 1998. The increase is a result of an increase in the percentage of office properties in the portfolio, which have fewer triple net lease pass-throughs. Depreciation and amortization for the years ended December 31, 1998 and 1997 were $91.7 million and $47.5 million, respectively. The increase of $44.2 million, or 93.1%, is due to an average increase in depreciable assets and deferred leasing costs. Interest expense increased $49.6 million, or 104.6%, from $47.4 million in 1997 to $97.0 million in 1998. The increase is attributable to an average increase in outstanding debt related to our acquisition and development activities. Interest expense for the years ended December 31, 1998 and 1997 included $2.6 million and $2.3 million, respectively, of amortization of deferred financing costs and of the costs related to our interest rate hedge contracts. General and administrative expenses increased from 3.7% of total revenue in 1997 to 4.1% in 1998. Net income before minority interest and extraordinary item equaled $150.4 million and $92.6 million for the years ended December 31, 1998 and 1997, respectively. The Company's net income allocated to the minority interest totaled $24.3 million and $15.1 million for 1998 and 1997, respectively. The Company incurred an extraordinary loss in the first quarter of 1997 of $3.3 million related to the early extinguishing of debt assumed in the acquisition of the Anderson Properties and Century Center portfolios. The Company recorded $30.1 million and $13.1 million in preferred stock dividends for the years ended December 31, 1998 and 1997, respectively. LIQUIDITY AND CAPITAL RESOURCES STATEMENT OF CASH FLOWS. For the year ended December 31, 1999, the Company generated $233.0 million in cash flows from operating activities and $160.0 million from investing activities (primarily as a result of the dispositions of assets, offset in part by additions to real estate assets). These combined cash flows of $393.0 million were used to fund financing activities of $390.0 million, primarily consisting of repayments on our $450 million unsecured revolving loan (the "Revolving Loan") and mortgages and notes payable as well as the payment of distributions during 1999. CAPITALIZATION. The Company's total indebtedness at December 31, 1999 totaled $1.8 billion and was comprised of $582.0 million of secured indebtedness with a weighted average interest rate of 7.8% and $1.2 billion of unsecured indebtedness with a weighted average interest rate of 7.3%. Except as stated below, all of the mortgage and notes payable outstanding at December 31, 1999 were either fixed rate obligations or variable rate obligations covered by interest rate hedge contracts. A portion of our Revolving Loan and approximately $39.0 million of floating rate notes payable assumed upon consummation of the merger with J.C. Nichols were not covered by interest rate hedge contracts on December 31, 1999. Based on the Company's total market capitalization of $3.8 billion at December 31, 1999 (at the December 31, 1999 stock price of $23.63 and assuming the redemption for shares of Common Stock of the 9.0 million Common Units of minority interest in the Operating Partnership), the Company's debt represented approximately 46% of its total market capitalization. We completed the following financing activities during 1999: o JUNE 1999 EQUITY SETTLEMENT. On June 9, 1999, we settled our August 1997 forward equity transaction with UBS AG, London Branch through a combination of cash and shares of Common Stock. In connection with the settlement, 246,424 shares of the Company's common stock were returned and retired. o JULY 1999 DEBT RETIREMENT. On July 1, 1999, we retired a $133.0 million 7.88% mortgage note that was secured by 44 of our properties held by AP Southeast Portfolio Partners, L.P., one of our subsidiaries, by using $138.0 million of availability under our Revolving Loan to repay the principal amount of the mortgage note plus the required yield maintenance premium for early maturity. 21 o OCTOBER DEBT BORROWING. On October 21, 1999, we borrowed $188.4 million from Monumental Life Insurance Company, an affiliate of AEGON USA Realty Advisors, Inc., pursuant to one $94.2 million 7.77% mortgage note due 2009 and one $94.2 million 7.87% mortgage note due 2009, which notes are secured by 28 of our properties. We used the net proceeds from these mortgage loans, together with $2.1 million that we received from counterparties to settle two treasury lock agreements in September 1999, to repay amounts outstanding under our Revolving Loan. o DECEMBER CREDIT FACILITY AMENDMENT. On December 10, 1999, we and our lenders amended our Revolving Loan to, among other things, reduce the overall borrowing committment thereunder from $600 million to $450 million. o DECEMBER SHARE REPURCHASES. On December 14, 1999, we announced that our board of directors had authorized a share repurchase plan pursuant to which the Company may, at its sole and absolute discretion, repurchase up to 10.0 million shares of Common Stock and Common Units. In December 1999, we used $25.5 million of net proceeds from our recent disposition activity, either through direct payments or repayment of borrowings under the Revolving Loan, to repurchase 1.2 million shares of Common Stock through periodic open market or privately negotiated transactions at a weighted average price of $22.15 per share. To meet in part our long-term liquidity requirements, we borrow funds at a combination of fixed and variable rates. Borrowings under the Revolving Loan bear interest at variable rates. Our long-term debt, which consists of long-term financings and the issuance of debt securities, typically bears interest at fixed rates. In addition, we have assumed fixed rate and variable rate debt in connection with acquiring properties. Our interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, from time to time we enter into interest rate hedge contracts such as collars, swaps, caps and treasury lock agreements in order to mitigate our interest rate risk with respect to various debt instruments. We do not hold or issue these derivative contracts for trading or speculative purposes. The following table sets forth information regarding our interest rate hedge contracts as of December 31, 1999 ($ in thousands): Notional Maturity Fixed Fair Market Type of Hedge Amount Date Reference Rate Rate Value - ---------------- ------ ------- ----------------------- ------------- ----------- Swap $ 20,505 6/10/02 1-Month LIBOR + 0.75% 7.700% $(493) Collar 80,000 10/15/01 1-Month LIBOR 5.60 - 6.25% 525
We enter into swaps, collars and caps to limit our exposure to an increase in variable interest rates, particularly with respect to amounts outstanding under our Revolving Loan. The interest rate on all of our variable rate debt is adjusted at one- and three-month intervals, subject to settlements under these contracts. We also enter into treasury lock agreements from time to time in order to limit our exposure to an increase in interest rates with respect to future debt offerings. Net payments made to counterparties under interest rate hedge contracts were $305,000 during 1999 and were recorded as increases to interest expense. In addition, we are exposed to certain losses in the event of nonperformance by the counterparties under the interest rate hedge contracts. We expect the counterparties, which are major financial institutions, to perform fully under these contracts. However, if the counterparties were to default on their obligations under the interest rate hedge contracts, we could be required to pay the full rates on our debt, even if such rates were in excess of the rates in the contracts. CURRENT AND FUTURE CASH NEEDS. Historically, rental revenue has been the principal source of funds to pay operating expenses, debt service, stockholder distributions and capital expenditures, excluding nonrecurring capital expenditures. In addition, construction management, maintenance, leasing 22 and management fees have provided sources of cash flow. We presently have no plans for major capital improvements to the existing properties, other than normal recurring building improvements, tenant improvements and lease commissions. We expect to meet our short-term liquidity requirements generally through working capital and net cash provided by operating activities along with the Revolving Loan. Our short-term (within the next 12 months) liquidity needs also include, among other things, the funding of approximately $153.4 million of our existing development activity. See "Business -- Development Activity." We expect to fund our short-term liquidity needs through a combination of: o additional borrowings under our Revolving Loan (approximately $175.0 million was available as of March 20, 2000); o the issuance of secured debt; o the selective disposition of non-core assets; and o the sale or contribution of some of our wholly owned properties to strategic joint ventures to be formed with selected partners interested in investing with us, which will have the net effect of generating additional capital through such sale or contributions. Our long-term liquidity needs generally include the funding of existing and future development activity, selective asset acquisitions and the retirement of mortgage debt, amounts outstanding under the Revolving Loan and long-term unsecured debt. We remain committed to maintaining a flexible and conservative capital structure. Accordingly, we expect to meet our long-term liquidity needs through a combination of (1) the issuance by the Operating Partnership of additional unsecured debt securities, (2) the issuance of additional equity securities by the Company and the Operating Partnership as well as (3) the sources described above with respect to our short-term liquidity. We expect to use such sources to meet our long-term liquidity requirements either through direct payments or repayment of borrowings under the Revolving Loan. We do not intend to reserve funds to retire existing secured or unsecured indebtedness upon maturity. Instead, we will seek to refinance such debt at maturity or retire such debt through the issuance of equity or debt securities. We anticipate that our available cash and cash equivalents and cash flows from operating activities, together with cash available from borrowings and other sources, will be adequate to meet our capital and liquidity needs in both the short and long term. However, if these sources of funds are insufficient or unavailable, the Company's ability to make the expected distributions to stockholders discussed below and satisfy other cash requirements may be adversely affected. DISTRIBUTIONS TO STOCKHOLDERS. In order to qualify as a REIT for Federal income tax purposes, the Company is required to make distributions to its stockholders of at least 95% of REIT taxable income. The Company expects to use its cash flow from operating activities for distributions to stockholders and for payment of recurring, non-incremental revenue-generating expenditures. The following factors will affect cash flows from operating activities and, accordingly, influence the decisions of the Board of Directors regarding distributions: (1) debt service requirements after taking into account the repayment and restructuring of certain indebtedness; (2) scheduled increases in base rents of existing leases; (3) changes in rents attributable to the renewal of existing leases or replacement leases; (4) changes in occupancy rates at existing properties and procurement of leases for newly acquired or developed properties; and (5) operating expenses and capital replacement needs. RECENT DEVELOPMENTS STOCK REPURCHASE. From January 1, 2000 to March 20, 2000, the Company repurchased 1.2 million shares of Common Stock at a weighted average price of $21.65 per share unit for an aggregate purchase price of approximately $25.9 million. DISPOSITION ACTIVITY. We currently have 786,000 rentable square feet of properties under contract for sale in various transactions totaling $57.8 million. Additionally, 3.2 million rentable square feet 23 of properties are under various letters of intent for sale at $293.5 million. These transactions are subject to customary closing conditions, including due diligence and documentation, and are expected to close during the first and second quarters of 2000. However, we can provide no assurance that all or parts of these transactions will be consummated. We expect to use a portion of the net proceeds from our recent and pending disposition activity to reinvest in tax-deferred exchange transactions under Section 1031 of the Internal Revenue Code. We expect to reinvest up to $27.1 million of the remaining net proceeds from disposition activity as of December 31, 1999 and up to $75.0 million of the net proceeds from pending disposition activity to acquire in tax-deferred exchange transactions in-service properties, development land and development projects located in core markets and in sub-markets where we have a strong presence. For an exchange to qualify for tax-deferred treatment under Section 1031, the net proceeds from the sale of a property must be held by an escrow agent until applied toward the purchase of real estate qualifying for gain deferral. Given the competition for properties meeting our investment criteria, there may be some delay in reinvesting such proceeds. Delays in reinvesting such proceeds will reduce our income from operations. In addition, the use of net proceeds from dispositions to fund development activity, either through direct payments or repayment of borrowings under our Revolving Loan, will reduce our income from operations until such development projects are placed in service. POSSIBLE ENVIRONMENTAL LIABILITIES In connection with owning or operating our properties, we may be liable for certain costs due to possible environmental liabilities. Under various laws, ordinances and regulations, such as the Comprehensive Environmental Response Compensation and Liability Act, and common law, an owner or operator of real estate is liable for the costs to remove or remediate certain hazardous or toxic chemicals or substances on or in the property. Owners or operators are also liable for certain other costs, including governmental fines and injuries to persons and property. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of the hazardous or toxic chemicals or substances. The presence of such substances, or the failure to remediate such substances properly, may adversely affect the owner's or operator's ability to sell or rent such property or to borrow using such property as collateral. Persons who arrange for the disposal, treatment or transportation of hazardous or toxic chemicals or substances may also be liable for the same types of costs at a disposal, treatment or storage facility, whether or not that person owns or operates that facility. Certain environmental laws also impose liability for releasing asbestos-containing materials. Third parties may seek recovery from owners or operators of real property for personal injuries associated with asbestos-containing materials. A number of our properties have asbestos-containing materials or material that we presume to be asbestos-containing materials. In connection with owning and operating our properties, we may be liable for such costs. In addition, it is not unusual for property owners to encounter on-site contamination caused by off-site sources. The presence of hazardous or toxic chemicals or substances at a site close to a property could require the property owner to participate in remediation activities or could adversely affect the value of the property. Contamination from adjacent properties has migrated onto at least three of our properties; however, based on current information, we do not believe that any significant remedial action is necessary at these affected sites. As of the date hereof, we have obtained Phase I environmental assessments (and, in certain instances, Phase II environmental assessments) on substantially all of our in-service properties. These assessments have not revealed, nor are we aware of, any environmental liability at our properties that we believe would materially adversely affect our financial position, operations or liquidity taken as a whole. This projection, however, could be incorrect depending on certain factors. For example, material environmental liabilities may have arisen after the assessments were performed or our assessments may not have revealed all environmental liabilities or may have underestimated the scope and severity of environmental conditions observed. There may also be unknown environmental liabilities at properties for 24 which we have not obtained a Phase I environmental assessment or have not yet obtained a Phase II environmental assessment. In addition, we base our assumptions regarding environmental conditions, including groundwater flow and the existence and source of contamination, on readily available sampling data. We cannot guarantee that such data is reliable in all cases. Moreover, we cannot provide any assurances (1) that future laws, ordinances or regulations will not impose a material environmental liability or (2) that tenants, the condition of land or operations in the vicinity of our properties or unrelated third parties will not affect the current environmental condition of our properties. Some tenants use or generate hazardous substances in the ordinary course of their respective businesses. In their leases, we require these tenants to comply with all applicable laws and to be responsible to us for any damages resulting from their use of the property. We are not aware of any material environmental problems resulting from tenants' use or generation of hazardous or toxic chemicals or substances. We cannot provide any assurances, however, that all tenants will comply with the terms of their leases or remain solvent. If tenants do not comply or do not remain solvent, we may at some point be responsible for contamination caused by such tenants. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, which is required to be adopted in fiscal years beginning after June 15, 1999. In June 1999, FASB issued Statement No. 137, Accounting for Derivative Instruments and Hedging Activities -- Deferral of the FASB Statement No. 133, which stipulates the required adoption date to be all fiscal years beginning after June 15, 2000. Statement No. 133 requires us to recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value through income. If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of derivatives will either be offset against the change in fair value of the hedged assets, liabilities or firm commitments through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative's change in fair value will be immediately recognized in earnings. The fair market value of our derivatives is discussed in Item 7A. COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT Under the Americans with Disabilities Act (the "ADA"), all public accommodations and commercial facilities are required to meet certain federal requirements related to access and use by disabled persons. These requirements became effective in 1992. Compliance with the ADA requirements could require removal of access barriers, and noncompliance could result in imposition of fines by the U.S. government or an award of damages to private litigants. Although we believe that our properties are substantially in compliance with these requirements, we may incur additional costs to comply with the ADA. Although we believe that such costs will not have a material adverse effect on us, if required changes involve a greater expenditure than we currently anticipate, our results of operations, liquidity and capital resources could be materially adversely affected. FUNDS FROM OPERATIONS AND CASH AVAILABLE FOR DISTRIBUTIONS We consider funds from operations ("FFO") to be a useful financial performance measure of the operating performance of an equity REIT because, together with net income and cash flows, FFO provides investors with an additional basis to evaluate the ability of a REIT to incur and service debt and to fund acquisitions and other capital expenditures. FFO does not represent net income or cash flows from operating, investing or financing activities as defined by Generally Accepted Accounting Principles ("GAAP"). It should not be considered as an alternative to net income as an indicator of our operating performance or to cash flows as a measure of liquidity. FFO does not measure whether cash flow is sufficient to fund all cash needs, including principal amortization, capital improvements and distributions to stockholders. Further, FFO as disclosed by other REITs may not be comparable to our calculation of FFO, as 25 described below. FFO and cash available for distributions should not be considered as alternatives to net income as an indication of our performance or to cash flows as a measure of liquidity. FFO equals net income (computed in accordance with generally accepted accounting principles ("GAAP")) excluding gains (or losses) from debt restructuring and sales of property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. In March 1995, the National Association of Real Estate Investment Trusts ("NAREIT") issued a clarification of the definition of FFO. The clarification provides that amortization of deferred financing costs and depreciation of non-real estate assets are no longer to be added back to net income in arriving at FFO. In October 1999, NAREIT issued an additional clarification effective as of January 1, 2000 stipulating that FFO should include both recurring and non-recurring operating results. Consistent with this clarification, non-recurring items that are not defined as "extraordinary" under GAAP will be reflected in the calculation of FFO. Gains and losses from the sale of depreciable operating property will continue to be excluded from the calculation of FFO. Cash available for distribution is defined as funds from operations reduced by non-revenue enhancing capital expenditures for building improvements and tenant improvements and lease commissions related to second generation space. FFO and Cash available for distribution for the years ended December 31, 1999, 1998 and 1997 are summarized in the following table (in thousands):
Year Ended December 31, ------------------------------------------ 1999 1998 1997 ------------ ------------ ------------ FFO: Income before minority interest and extraordinary item ........... $ 166,213 $ 150,372 $ 92,584 Add/(Deduct): Dividends on preferred stock ................................... (32,580) (30,092) (13,117) Cost of unsuccessful transactions .............................. 1,500 146 -- Severance costs and other division closing expenses ............ 1,813 -- -- Gain on disposition of assets .................................. (8,679) (1,716) -- Depreciation and amortization .................................. 112,347 91,705 47,533 Depreciation on unconsolidated subsidiaries .................... 3,618 974 -- FFO before minority interest .................................. 244,232 211,389 127,000 Cash Available for Distribution: Add/(Deduct): Rental income from straight-line rents ......................... (14,983) (13,385) (7,035) Amortization of deferred financing costs ....................... 2,823 2,598 2,256 Non-incremental revenue generating capital expenditures: Building improvements paid .................................... (10,056) (9,029) (4,401) Second generation tenant improvements paid .................... (25,043) (20,115) (9,889) Second generation lease commissions paid ...................... (13,653) (13,055) (5,535) --------- --------- --------- Cash available for distribution ............................. $ 183,320 $ 158,403 $ 102,396 ========= ========= ========= Weighted average shares/units outstanding (1) -- diluted ......... 70,757 65,621 46,813 ========= ========= ========= Dividend payout ratio: FFO ............................................................ 64.3% 65.2% 73.0% ========= ========= ========= Cash available for distribution ................................ 85.7% 87.0% 90.5% ========= ========= =========
26 - ---------- (1) Assumes redemption of Common Units for shares of Common Stock. Minority interest Common Unit holders and the stockholders of the Company share equally on a per Common Unit and per share basis; therefore, the per share information is unaffected by conversion. INFLATION In the last five years, inflation has not had a significant impact on us because of the relatively low inflation rate in our geographic areas of operation. Most of the leases require the tenants to pay their pro rata share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in operating expenses resulting from inflation. In addition, 83% of the leases are for remaining terms of less than seven years, which may enable us to replace existing leases with new leases at a higher base if rents on the existing leases are below the then-existing market rate. DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS Some of the information in this Annual Report on Form 10-K may contain forward-looking statements. Such statements include, in particular, statements about our plans, strategies and prospects under the headings "Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." You can identify forward-looking statements by our use of forward-looking terminology such as "may," "will," "expect," "anticipate," "estimate," "continue" or other similar words. Although we believe that our plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, we cannot assure you that our plans, intentions or expectations will be achieved. When considering such forward-looking statements, you should keep in mind the following important factors that could cause our actual results to differ materially from those contained in any forward-looking statement: o our markets could suffer unexpected increases in development of office, industrial and retail properties; o the financial condition of our tenants could deteriorate; o the costs of our development projects could exceed our original estimates; o we may not be able to complete development, acquisition or joint venture projects as quickly or on as favorable terms as anticipated; o we may not be able to lease or release space quickly or on as favorable terms as old leases; o we may have incorrectly assessed the environmental condition of our properties; o an unexpected increase in interest rates would increase our debt service costs; o we may not be able to continue to meet our long-term liquidity requirements on favorable terms; o we could lose key executive officers; and o our southeastern markets may suffer an unexpected decline in economic growth or increase in unemployment rates. Given these uncertainties, we caution you not to place undue reliance on forward-looking statements. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances or to reflect the occurrence of unanticipated events. 27 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK THE EFFECTS OF POTENTIAL CHANGES IN INTEREST RATES ARE DISCUSSED BELOW. OUR MARKET RISK DISCUSSION INCLUDES "FORWARD-LOOKING STATEMENTS" AND REPRESENTS AN ESTIMATE OF POSSIBLE CHANGES IN FAIR VALUE OR FUTURE EARNINGS THAT WOULD OCCUR ASSUMING HYPOTHETICAL FUTURE MOVEMENTS IN INTEREST RATES. THESE DISCLOSURES ARE NOT PRECISE INDICATORS OF EXPECTED FUTURE LOSSES, BUT ONLY INDICATORS OF REASONABLY POSSIBLE LOSSES. AS A RESULT, ACTUAL FUTURE RESULTS MAY DIFFER MATERIALLY FROM THOSE PRESENTED. SEE "MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS -- LIQUIDITY AND CAPITAL RESOURCES" AND THE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR A DESCRIPTION OF OUR ACCOUNTING POLICIES AND OTHER INFORMATION RELATED TO THESE FINANCIAL INSTRUMENTS. To meet in part our long-term liquidity requirements, we borrow funds at a combination of fixed and variable rates. Borrowings under the Revolving Loan bear interest at variable rates. Our long-term debt, which consists of long-term financings and the issuance of debt securities, typically bears interest at fixed rates. In addition, we have assumed fixed rate and variable rate debt in connection with acquiring properties. Our interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, from time to time we enter into interest rate hedge contracts such as collars, swaps, caps and treasury lock agreements in order to mitigate our interest rate risk with respect to various debt instruments. We do not hold or issue these derivative contracts for trading or speculative purposes. CERTAIN VARIABLE RATE DEBT. As of December 31, 1999, the Company had approximately $187.9 million of variable rate debt outstanding that was not protected by interest rate hedge contracts. If the weighted average interest rate on this variable rate debt is 100 basis points higher or lower during the 12 months ended December 31, 2000, our interest expense would be increased or decreased approximately $1.9 million. In addition, as of December 31, 1999, we had $80.0 million of additional variable rate debt outstanding that was protected by an interest rate collar that effectively keeps the interest rate within a range of 65 basis points. We do not believe that a 100 basis point increase or decrease in interest rates would materially affect our interest expense with respect to this $80.0 million of debt. INTEREST RATE HEDGE CONTRACTS. For a discussion of our interest rate hedge contracts in effect at December 31, 1999, see "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Liquidity and Capital Resources -- Capitalization." If interest rates increase by 100 basis points, the aggregate fair market value of these interest rate hedge contracts as of December 31, 1999 would increase by approximately $1.6 million. If interest rates decrease by 100 basis points, the aggregate fair market value of these interest rate hedge contracts as of December 31, 1999 would decrease by approximately $1.3 million. In addition, we are exposed to certain losses in the event of nonperformance by the counterparties under the hedge contracts. We expect the counterparties, which are major financial institutions, to perform fully under these contracts. However, if the counterparties were to default on their obligations under the interest rate hedge contracts, we could be required to pay the full rates on our debt, even if such rates were in excess of the rates in the contracts. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA See page F-1 of the financial report included herein. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 28 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The section under the heading "Election of Directors" of the Proxy Statement for the Annual Meeting of Stockholders to be held May 24, 2000 is incorporated herein by reference for information on directors of the Company. See ITEM X in Part I hereof for information regarding executive officers of the Company. ITEM 11. EXECUTIVE COMPENSATION The section under the heading "Election of Directors" entitled "Compensation of Directors" of the Proxy Statement and the section titled "Executive Compensation" of the Proxy Statement are incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The section under the heading "Security Ownership of Certain Beneficial Owners and Management" of the Proxy Statement is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The section under the heading "Certain Relationships and Related Transactions" of the Proxy Statement is incorporated herein by reference. 29 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) List of Documents Filed as a Part of this Report 1. Consolidated Financial Statements and Report of Independent Auditors See Index on Page F-1 2. Financial Statement Schedules See Index on Page F-1 3. Exhibits
Ex. FN Description - ---------- ----------- --------------------------------------------------------------------- 2.1 (1) Master Agreement of Merger and Acquisition by and among the Company, the Operating Partnership, Associated Capital Properties, Inc. and its shareholders dated August 27, 1997 2.2 (2) Agreement and Plan of Merger by and among the Company, Jackson Acquisition Corp. and J.C. Nichols Company dated December 22, 1997 2.3 (3) Amendment No. 1 to Agreement and Plan of Merger by and among the Company, Jackson Acquisition Corp. and J.C. Nichols Company dated December 22, 1997 3.1 (4) Amended and Restated Articles of Incorporation of the Company 3.2 (5) Amended and Restated Bylaws of the Company 4.1 (5) Specimen of certificate representing shares of Common Stock 4.2 (6) Indenture among AP Southeast Portfolio Partners, L.P., Bankers Trust Company of California, N.A. and Bankers Trust Company dated as of March 1, 1994 4.3 (7) Indenture among the Operating Partnership, the Company and First Union National Bank of North Carolina dated as of December 1, 1996 4.4 (8) Specimen of certificate representing 8 5/8% Series A Cumulative Redeemable Preferred Shares 4.5 (9) Specimen of certificate representing 8% Series B Cumulative Redeemable Preferred Shares 4.6 (10) Specimen of certificate representing 8% Series D Cumulative Redeemable Preferred Shares 4.7 (10) Specimen of Depositary Receipt evidencing the Depositary Shares each representing 1/10 of an 8% Series D Cumulative Redeemable Preferred Share 4.8 (10) Deposit Agreement, dated April 23, 1998, between the Company and First Union National Bank, as preferred share depositary 4.9 (2) Purchase Agreement between the Company, UBS Limited and Union Bank of Switzerland, London Branch dated as of August 28, 1997 4.10 (2) Forward Stock Purchase Agreement between the Company and Union Bank of Switzerland, London Branch dated as of August 28, 1997 4.11 (11) Rights Agreement,dated as of October 6, 1997, between the Company and First Union National Bank, as rights agent 4.12 (12) Credit Agreement among the Operating Partnership, the Company, the Subsidiaries named therein and the Lenders named therein dated as of July 3, 1998 4.13 (2) Agreement to furnish certain instruments defining the rights of long-term debt holders 10.1 (5) Amended and Restated Agreement of Limited Partnership of the Operating Partnership 10.2 (8) Amendment to Amended and Restated Agreement of Limited Partnership of the Operating Partnership with respect to Series A Preferred Units
30
Ex. FN Description - ----------- ----------- ------------------------------------------------------------------------ 10.3 (9) Amendment to Amended and Restated Agreement of Limited Partnership of the Operating Partnership with respect to Series B Preferred Units 10.4 (10) Amendment to Amended and Restated Agreement of Limited Partnership of the Operating Partnership with respect to Series D Preferred Units 10.5 (13) Amendment to Amended and Restated Agreement of Limited Partnership of the Operating Partnership with respect to certain rights of limited partners upon a change of control 10.6 (14) Form of Registration Rights and Lockup Agreement among the Company and the Holders named therein, which agreement is signed by all Common Unit holders 10.7 (15) Amended and Restated 1994 Stock Option Plan 10.8 (2) 1997 Performance Award Plan 10.9 (16) Employment Agreement among the Company, the Operating Partnership and John W. Eakin 10.10 (17) Employment Agreement among the Company, the Operating Partnership and Gene H. Anderson 10.11 (1) Employment Agreement among the Company, the Operating Partnership and James R. Heistand 10.12 (19) Form of Executive Supplemental Employment Agreement between the Company and Named Executive Officers 10.13 (18) Form of warrants to purchase Common Stock of the Company issued to John L. Turner, William T. Wilson III and John E. Reece II 10.14 (16) Form of warrants to purchase Common Stock of the Company issued to W. Brian Reames, John W. Eakin and Thomas S. Smith 10.15 (2) Form of warrants to purchase Common Stock of the Company issued to James R. Heistand and certain other shareholders of Associated Capital Properties, Inc. 10.16 (20) Purchase and Sale Agreement dated March 22, 1999, by and among Highwoods/Florida Holdings, L.P. and America's Capital Partners, LLC, as amended by First Amendment to Purchase and Sale Agreement dated April 21, 1999 10.17 (20) Purchase and Sale Agreement dated March 22, 1999, by and among Highwoods/Florida Holdings, L.P. and America's Capital Partners, LLC, as amended by First Amendment to Purchase and Sale Agreement dated April 21, 1999 10.18 (19) First Amendment to Credit Agreement among the Operating Partnership, the Company, the Subsidiaries named therein and the Lenders named therein dated as of July 3, 1998 10.19 (19) Second Amendment to Credit Agreement among the Operating Partnership, the Company, the Subsidiaries named therein and the Lenders named therein dated as of July 3, 1998 10.20 (21) Fourth Amendment to Credit Agreement among the Operating Partnership, the Company, the Subsidiaries named therein and the Lenders named therein dated as of December 10, 1999 10.21 1999 Shareholder Value Plan 21 (19) Schedule of subsidiaries of the Company 23 Consent of Ernst & Young LLP 27 Financial Data Schedule
- ---------- (1) Filed as part of the Company's Current Report on Form 8-K dated August 27, 1997 and incorporated herein by reference. (2) Filed as part of the Company's Annual Report on Form 10-K for the year ended December 31, 1997 and incorporated herein by reference. 31 (3) Filed as part of the Company's Current Report on Form 8-K April 29, 1998 and incorporated herein by reference. (4) Filed as part of the Company's Current Report on Form 8-K dated September 25, 1997 and amended by articles supplementary filed as part of the Company's Current Report on Form 8-K dated October 4, 1997 and articles supplementary filed as part of the Company's Current Report on Form 8-K dated April 20, 1998, each of which is incorporated herein by reference. (5) Filed as part of Registration Statement 33-76952 with the SEC and incorporated herein by reference. (6) Filed by Crocker Realty Trust, Inc. as part of Registration Statement No. 33-88482 filed with the SEC and incorporated herein by reference. (7) Filed as part of the Operating Partnership's Current Reporton Form 8-K dated December 2, 1996 and incorporated herein by reference. (8) Filed as part of the Company's Current Report on Form 8-K dated February 12, 1997 and incorporated herein by reference. (9) Filed as part of the Company's Current Report on Form 8-K dated September 25, 1997 and incorporated herein by reference. (10) Filed as part of the Company's Current Report on Form 8-K dated April 20, 1998 and incorporated herein by reference. (11) Filed as part of the Company's Current Report on Form 8-K dated October 4, 1997 and incorporated herein by reference. (12) Filed as part of the Company's Current Report on Form 8-K dated July 3,1998 and incorporated herein by reference. (13) Filed as part of the Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997 and incorporated herein by reference. (14) Filed as part of the Company's Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated herein by reference. (15) Filed as part of the Company's proxy statement on Schedule 14A relating to the 1997 Annual Meeting of Stockholders. (16) Filed as part of the Company's Current Report on Form 8-K dated April 1, 1996 and incorporated herein by reference. (17) Filed as part of the Company's Current Report on Form 8-K dated January 9, 1997 and incorporated herein by reference. (18) Filed as part of Registration Statement 33-88364 with the SEC and incorporated herein by reference. (19) Filed as part of the Company's Annual Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference. (20) Filed as part of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 and incorporated herein by reference. (21) Filed as part of the Company's Current Report on Form 8-K dated December 10, 1999 and incorporated herein by reference. The Company will provide copies of any exhibit, upon written request, at a cost of $.05 per page. (b) Reports on Form 8-K On December 22, 1999, we filed a current report on Form 8-K, dated December 10, 1999, setting forth certain exhibits under items 5 and 7. 32 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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, in the City of Raleigh, State of North Carolina, on March 30, 2000. HIGHWOODS PROPERTIES, INC. By: /s/ RONALD P. GIBSON ------------------------------------- Ronald P. Gibson, President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date - -------------------------------------- ----------------------------- --------------- /s/ O. TEMPLE SLOAN, JR. Chairman of the Board of March 30, 2000 --------------------------------- Directors O. Temple Sloan, Jr. /s/ RONALD P. GIBSON President, Chief Executive March 30, 2000 --------------------------------- Officer and Director Ronald P. Gibson /s/ JOHN L. TURNER Vice Chairman of the Board March 30, 2000 --------------------------------- and Chief Investment John L. Turner Officer /s/ GENE H. ANDERSON Senior Vice President and March 30, 2000 --------------------------------- Director Gene H. Anderson /s/ THOMAS W. ADLER Director March 30, 2000 --------------------------------- Thomas W. Adler /s/ KAY NICHOLS CALLISON Director March 30, 2000 --------------------------------- Kay Nichols Callison /s/ WILLIAM E. GRAHAM, JR. Director March 30, 2000 --------------------------------- William E. Graham, Jr. /s/ JAMES R. HEISTAND Director March 30, 2000 --------------------------------- James R. Heistand /s/ L. GLENN ORR, JR. Director March 30, 2000 --------------------------------- L. Glenn Orr, Jr. /s/ WILLARD H. SMITH JR. Director March 30, 2000 --------------------------------- Willard H. Smith Jr. /s/ CARMAN J. LIUZZO Vice President and Chief March 30, 2000 --------------------------------- Financial Officer (Principal Carman J. Liuzzo Financial Officer and Principal Accounting Officer) and Treasurer
33 (THIS PAGE INTENTIONALLY LEFT BLANK) INDEX TO FINANCIAL STATEMENTS
Page ----- Highwoods Properties, Inc. Report of Independent Auditors ......................................................... F-2 Consolidated Balance Sheets as of December 31, 1999 and 1998 ........................... F-3 Consolidated Statements of Income for the Years Ended December 31, 1999, 1998 and 1997 . F-4 Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 1999, 1998 and 1997 ......................................................................... F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 1999, 1998 and 1997 .............................................................................. F-6 Notes to Consolidated Financial Statements ............................................. F-8 Schedule III -- Real Estate and Accumulated Depreciation ............................... F-31
All other schedules are omitted because they are not applicable, or because the required information is included in the financial statements or notes thereto. F-1 REPORT OF INDEPENDENT AUDITORS THE BOARD OF DIRECTORS AND STOCKHOLDERS HIGHWOODS PROPERTIES, INC. We have audited the accompanying consolidated balance sheets of Highwoods Properties, Inc. as of December 31, 1999 and 1998, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 1999. Our audits also included the financial statement schedule listed in the Index at Item 14(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Highwoods Properties, Inc. at December 31, 1999 and 1998, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 1999 in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. ERNST & YOUNG LLP Raleigh, North Carolina February 18, 2000 F-2 HIGHWOODS PROPERTIES, INC. Consolidated Balance Sheets ($ in thousands, except per share amounts)
December 31, ------------------------------ 1999 1998 -------------- ------------- Assets Real estate assets, at cost: Land and improvements .................................................... $ 491,273 $ 559,100 Buildings and tenant improvements ........................................ 3,056,962 3,186,584 Development in process ................................................... 186,925 189,465 Land held for development ................................................ 168,396 150,622 Furniture, fixtures and equipment ........................................ 7,917 7,693 ---------- ---------- 3,911,473 4,093,464 Less -- accumulated depreciation ......................................... (238,135) (169,272) ---------- ---------- Net real estate assets ................................................... 3,673,338 3,924,192 Property held for sale ................................................... 48,960 131,262 Cash and cash equivalents .................................................. 34,496 31,445 Restricted cash ............................................................ 1,842 24,263 Accounts receivable, net of allowance of $800 and $1,688 at December 31, 1999 and 1998, respectively .............................................. 22,847 27,948 Advances to related parties ................................................ 15,096 10,420 Notes receivable ........................................................... 58,241 40,225 Accrued straight-line rents receivable ..................................... 35,951 27,194 Investment in unconsolidated affiliates .................................... 38,977 21,088 Other assets: Deferred leasing costs ................................................... 66,783 45,785 Deferred financing costs ................................................. 40,125 38,750 Prepaid expenses and other ............................................... 15,614 15,237 ---------- ---------- 122,522 99,772 Less -- accumulated amortization ......................................... (36,073) (23,476) ---------- ---------- Other assets, net ....................................................... 86,449 76,296 ---------- ---------- Total Assets ............................................................... $4,016,197 $4,314,333 ========== ========== Liabilities and Stockholders' Equity Mortgages and notes payable ................................................ $1,766,117 $2,008,716 Accounts payable, accrued expenses and other liabilities ................... 111,945 130,575 ---------- ---------- Total Liabilities ........................................................ 1,878,062 2,139,291 Minority interest .......................................................... 245,665 279,043 Stockholders' equity: Preferred stock, $.01 par value, authorized 50,000,000 shares; 8 5/8% Series A Cumulative Redeemable Preferred Shares (liquidation preference $1,000 per share), 125,000 shares issued and outstanding at December 31, 1999 and 1998 ............................................... 125,000 125,000 8% Series B Cumulative Redeemable Preferred Shares (liquidation preference $25 per share), 6,900,000 shares issued and outstanding at December 31, 1999 and 1998 ............................................... 172,500 172,500 8% Series D Cumulative Redeemable Preferred Shares (liquidation preference $250 per share), 400,000 shares issued and outstanding at December 31, 1999 and 1998, respectively ................................. 100,000 100,000 Common stock, $.01 par value, authorized 200,000,000 shares; issued 62,068,613 (includes 1,150,000 shares in treasury) and 59,865,259 at December 31, 1999 and 1998, respectively ................................. 621 599 Additional paid-in capital ................................................. 1,597,494 1,546,592 Distributions in excess of net earnings .................................... (77,670) (48,692) Less Treasury stock at cost, 1,150,000 shares at December 31, 1999 ......... (25,475) -- ---------- ---------- Total Stockholders' Equity ............................................... 1,892,470 1,895,999 ---------- ---------- Total Liabilities and Stockholders' Equity ................................. $4,016,197 $4,314,333 ========== ==========
See accompanying notes to consolidated financial statements. F-3 HIGHWOODS PROPERTIES, INC. Consolidated Statements of Income (in thousands, except per share amounts) For the Years Ended December 31, 1999, 1998 and 1997
1999 1998 1997 ------------ ----------- ----------- Revenue: Rental property .................................................... $ 564,465 $ 498,001 $ 266,933 Equity in earnings of unconsolidated affiliates .................... 1,185 430 -- Interest and other income .......................................... 19,285 14,040 7,537 --------- --------- --------- Total revenue ........................................................ 584,935 512,471 274,470 Operating expenses: Rental property .................................................... 174,075 154,323 76,743 Depreciation and amortization ...................................... 112,347 91,705 47,533 Interest expense: Contractual ....................................................... 114,311 94,413 45,138 Amortization of deferred financing costs .......................... 2,823 2,598 2,256 --------- --------- --------- 117,134 97,011 47,394 General and administrative ......................................... 22,345 20,776 10,216 --------- --------- --------- Income before cost of unsuccessful transactions, gain on disposition of assets, minority interest and extraordinary item ............................................................ 159,034 148,656 92,584 Cost of unsuccessful transactions ................................. (1,500) -- -- Gain on disposition of assets ..................................... 8,679 1,716 -- --------- --------- --------- Income before minority interest and extraordinary item ............ 166,213 150,372 92,584 Minority interest .................................................... (20,779) (24,335) (15,106) --------- --------- --------- Income before extraordinary item .................................. 145,434 126,037 77,478 Extraordinary item -- loss on early extinguishment of debt ............................................................ (7,341) (387) (5,799) --------- --------- --------- Net income ........................................................ 138,093 125,650 71,679 Dividends on preferred stock ......................................... (32,580) (30,092) (13,117) --------- --------- --------- Net income available for common shareholders ....................... $ 105,513 $ 95,558 $ 58,562 ========= ========= ========= Net income per common share -- basic: Income before extraordinary item ................................... $ 1.84 $ 1.75 $ 1.66 Extraordinary item -- loss on early extinguishment of debt ......... ( .12) ( .01) ( .15) --------- --------- --------- Net income ......................................................... $ 1.72 $ 1.74 $ 1.51 ========= ========= ========= Weighted average common shares outstanding -- basic ................ 61,443 54,791 38,770 ========= ========= ========= Net income per common share -- diluted: Income before extraordinary item ................................... $ 1.83 $ 1.74 $ 1.65 Extraordinary item-loss on early extinguishment of debt ............ ( .12) -- ( .15) --------- --------- --------- Net income ......................................................... $ 1.71 $ 1.74 $ 1.50 ========= ========= ========= Weighted average common shares outstanding -- diluted .............. 61,529 55,076 39,161 ========= ========= =========
See accompanying notes to consolidated financial statements. F-4 HIGHWOODS PROPERTIES, INC. Consolidated Statements of Stockholders' Equity (in thousands, except for number of common shares) For the Years Ended December 31, 1999, 1998 and 1997
Number of Common Common Series A Series B Shares Stock Preferred Preferred -------------- ---------- ----------- ----------- Balance at December 31, 1996 ....................... 35,636,155 $356 $ -- $ -- Issuance of Common Stock ...................... 10,702,215 107 -- -- Series A Preferred Shares offering ................... -- -- 125,000 -- Series B Preferred Shares offering ................... -- -- -- 172,500 Common Stock dividends........ -- -- -- -- Preferred stock dividends..... -- -- -- -- Net Income ................... -- -- -- -- Shares issued upon redemption of Common Units ............... 500,230 5 -- -- ---------- ---- -------- -------- Balance at December 31, 1997 ....................... 46,838,600 468 125,000 172,500 Issuance of Common Stock ...................... 12,036,711 120 -- -- Series D Preferred Shares offering ................... -- -- -- -- Common Stock dividends........ -- -- -- -- Preferred Stock dividends..... -- -- -- -- Net income ................... -- -- -- -- Shares issued upon redemption of Common Units ............... 989,948 11 -- -- ---------- ---- -------- -------- Balance at December 31, 1998 ....................... 59,865,259 599 125,000 172,500 Issuance of Common Stock ...................... 1,191,462 12 -- -- Common Stock dividends........ -- -- -- -- Preferred Stock dividends..... -- -- -- -- Net Income ................... -- -- -- -- Shares issued upon redemption of Common units ............... 1,258,316 12 -- -- Forward Equity Transaction ................ -- -- -- -- Retirement of Common Stock ...................... (246,424) (2) -- -- Purchase of Treasury Stock ...................... (1,150,000) -- -- -- ---------- ----- -------- -------- Balance at December 31, 1999 ....................... 60,918,613 $621 $125,000 $172,500 ========== ===== ======== ======== Retained Earnings Additional (Distributions Series D Treasury Paid-In in Excess of Preferred Stock Capital Net Earnings) Total ----------- ------------ ------------- --------------- ------------- Balance at December 31, 1996 ....................... $ -- $ -- $ 780,562 $ (10,571) $ 770,347 Issuance of Common Stock ...................... -- -- 349,147 -- 349,254 Series A Preferred Shares offering ................... -- -- (3,191) -- 121,809 Series B Preferred Shares offering ................... -- -- (6,154) -- 166,346 Common Stock dividends........ -- -- -- (76,618) (76,618) Preferred stock dividends..... -- -- -- (13,117) (13,117) Net Income ................... -- -- -- 71,679 71,679 Shares issued upon redemption of Common Units ............... -- -- 11,736 -- 11,741 -------- -------- ---------- ---------- ---------- Balance at December 31, 1997 ....................... -- -- 1,132,100 (28,627) 1,401,441 Issuance of Common Stock ...................... -- -- 385,951 -- 386,071 Series D Preferred Shares offering ................... 100,000 -- (3,192) -- 96,808 Common Stock dividends........ -- -- -- (115,623) (115,623) Preferred Stock dividends..... -- -- -- (30,092) (30,092) Net income ................... -- -- -- 125,650 125,650 Shares issued upon redemption of Common Units ............... -- -- 31,733 -- 31,744 -------- -------- ---------- ---------- ---------- Balance at December 31, 1998 ....................... 100,000 -- 1,546,592 (48,692) 1,895,999 Issuance of Common Stock ...................... -- -- 23,079 -- 23,091 Common Stock dividends........ -- -- -- (134,341) (134,341) Preferred Stock dividends..... -- -- -- (32,580) (32,580) Net Income ................... -- -- -- 138,093 138,093 Shares issued upon redemption of Common units ............... -- -- 40,606 -- 40,618 Forward Equity Transaction ................ -- -- (12,783) -- (12,783) Retirement of Common Stock ...................... -- -- -- (150) (152) Purchase of Treasury Stock ...................... -- (25,475) -- -- (25,475) -------- -------- ---------- ---------- ---------- Balance at December 31, 1999 ....................... $100,000 $(25,475) $1,597,494 $ (77,670) $1,892,470 ======== ======== ========== ========== ==========
See accompanying notes to consolidated financial statements. F-5 HIGHWOODS PROPERTIES, INC. Consolidated Statements of Cash Flows (in thousands) For the Years Ended December 31, 1999, 1998 and 1997
1999 1998 1997 ------------- --------------- ------------- Operating activities: Net income ......................................................... $ 138,093 $ 125,650 $ 71,679 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation ..................................................... 101,534 85,046 44,393 Amortization ..................................................... 13,636 9,257 5,396 Loss on early extinguishment of debt ............................. 7,341 387 5,799 Minority interest ................................................ 20,779 24,335 15,106 Gain on disposition of assets .................................... (8,679) (1,716) -- Changes in operating assets and liabilities: Accounts receivable .............................................. 5,039 (7,168) (8,662) Prepaid expenses and other assets ................................ 742 393 (3,270) Accrued straight-line rents receivable ........................... (15,834) (14,161) (6,848) Accounts payable, accrued expenses and other liabilities ......... (29,700) 41,410 6,599 ---------- ------------ ---------- Net cash provided by operating activities ..................... 232,951 263,433 130,192 ---------- ------------ ---------- Investing activities: Proceeds from disposition of assets ................................ 696,379 26,347 1,419 Additions to real estate assets .................................... (511,056) (943,446) (465,066) Advances to subsidiaries ........................................... (4,676) (1,348) (6,666) Other .............................................................. (20,618) (121,632) (53,970) ---------- ------------ ---------- Net cash provided by/(used in) investing activities ........... 160,029 (1,040,079) (524,283) ---------- ------------ ---------- Financing activities: Distributions paid on common stock and common units ................ (154,088) (136,891) (88,397) Dividends paid on preferred stock .................................. (32,580) (30,092) (11,720) Net proceeds from sale of preferred stock .......................... -- 96,808 288,155 Net proceeds from the sale of common stock ......................... 17,551 198,439 345,325 Purchase of Treasury Stock ......................................... (25,475) -- -- Payment of prepayment penalties .................................... (7,341) (387) (6,945) Borrowings on revolving loans ...................................... 529,500 956,500 563,500 Repayment of revolving loans ....................................... (725,000) (846,500) (264,000) Borrowings on mortgages and notes payable .......................... 332,693 745,356 100,000 Repayment of mortgages and notes payable ........................... (321,261) (170,304) (532,481) Net change in deferred financing costs ............................. (3,928) (14,984) (270) ---------- ------------ ---------- Net cash (used in)/provided by financing activities ........... (389,929) 797,945 393,167 ---------- ------------ ---------- Net increase (decrease) in cash and cash equivalents ............... 3,051 21,299 (924) Cash and cash equivalents at beginning of the period ............... 31,445 10,146 11,070 ---------- ------------ ---------- Cash and cash equivalents at end of the period ..................... $ 34,496 $ 31,445 $ 10,146 ========== ============ ========== Supplemental disclosure of cash flow information: Cash paid for interest ............................................. $ 150,364 $ 95,468 $ 51,283 ========== ============ ==========
See accompanying notes to consolidated financial statements. F-6 HIGHWOODS PROPERTIES, INC. Consolidated Statements of Cash Flows -- Continued (in thousands) For the Years Ended December 31, 1999, 1998 and 1997 Supplemental disclosure of non-cash investing and financing activities: The following summarizes the net assets contributed by holders of common partnership interests ("Common Units") in Highwoods Realty Limited Partnership (the "Operating Partnership") other than Highwoods Properties, Inc. (the "Company") or acquired/(sold) subject to mortgage notes payable/note receivable:
1999 1998 1997 ------------- ----------- ----------- Assets: Net real estate assets ........................................... $ (78,012) $478,224 $782,136 Cash and cash equivalents ........................................ (4,719) 55,064 -- Restricted cash .................................................. -- -- 2,727 Net tenant leasing costs ......................................... -- -- 131 Net deferred financing costs ..................................... -- -- 227 Accounts receivable and other .................................... (2,975) 6,634 913 Investment in unconsolidated affiliates .......................... 13,830 18,218 -- Notes receivable ................................................. 32,695 29,176 -- --------- -------- -------- Total Assets ................................................... $ (39,181) $587,316 786,134 --------- -------- -------- Liabilities: Mortgages and notes payable ...................................... (58,531) 345,106 555,663 Accounts payable, accrued expenses and other liabilities ......... 7,604 34,044 19,527 --------- -------- -------- Total Liabilities .............................................. (50,927) 379,150 575,190 --------- -------- -------- Net Assets .................................................... $ 11,746 $208,166 $210,944 ========= ======== ========
See accompanying notes to consolidated financial statements. F-7 HIGHWOODS PROPERTIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 1999 1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES DESCRIPTION OF THE COMPANY Highwoods Properties, Inc. (the "Company") is a self-administered and self-managed real estate investment trust ("REIT") which operates in the southeastern and midwestern United States. The Company's majority-owned assets include 563 in-service office, industrial and retail properties; 1,885 apartment units; 1,473 acres of undeveloped land suitable for future development; and an additional 41 properties under development. The Company conducts substantially all of its activities through, and substantially all of its interests in the properties are held directly or indirectly by, Highwoods Realty Limited Partnership (formerly Highwoods/Forsyth Limited Partnership, the "Operating Partnership"). The Company is the sole general partner of the Operating Partnership. At December 31, 1999, the Company owned 87% of the common partnership interests ("Common Units") in the Operating Partnership. Limited partners (including certain officers and directors of the Company) own the remaining Common Units. Holders of Common Units may redeem them for the cash value of one share of the Company's common stock, $.01 par value (the "Common Stock"), or, at the Company's option, one share (subject to certain adjustments) of Common Stock. The Company also provides leasing, property management, real estate development, construction and miscellaneous services for its properties as well as for third parties. The Company conducts its third-party fee-based services through Highwoods Services, Inc., a subsidiary of the Operating Partnership accounted for using the equity method of accounting, and through Highwoods/Tennessee Properties, Inc., a wholly owned subsidiary of the Company. Generally one year after issuance, the Operating Partnership is obligated to redeem each Common Unit at the request of the holder thereof for cash equal to the fair market value of one share of the Company's Common Stock at the time of such redemption, provided that the Company at its option may elect to acquire any such Common Unit presented for redemption for cash or one share of Common Stock. When a Common Unit holder redeems a Common Unit for a share of Common Stock or cash, the minority interest will be reduced and the Company's share in the Operating Partnership will be increased. The Common Units owned by the Company are not redeemable for cash. BASIS OF PRESENTATION The consolidated financial statements include the accounts of the Company and the Operating Partnership and its majority owned affiliates. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. The Company is a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. Minority interest represents the limited partnership interest in the Operating Partnership owned by Common Unit holders other than the Company. Per share information is calculated using the weighted average number of common shares outstanding. The extraordinary loss represents the payment of prepayment penalties and the writeoff of loan origination fees related to the early extinguishment of debt and is shown net of the minority interest's share in the loss. F-8 HIGHWOODS PROPERTIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES -- Continued REAL ESTATE ASSETS All capitalizable costs related to the improvement or replacement of commercial real estate properties are capitalized. Depreciation is computed by the straight-line method over the estimated useful life of 40 years for buildings and improvements and 5 to 7 years for furniture, fixtures and equipment. Tenant improvements are amortized over the life of the respective leases, using the straight-line method. Real estate assets are stated at the lower of cost or fair value, if impaired. The Company evaluates its real estate assets upon occurrence of significant adverse changes in their operations to assess whether any impairment indicators are present that affect the recovery of the recorded value. If any real estate assets are considered impaired, a loss is provided to reduce the carrying value of the property to its estimated fair value. As of December 31, 1999, none of the Company's assets were considered impaired. The Company has 786,000 square feet of properties under contract for sale in various transactions totaling $57.8 million. These real estate assets, which are recorded at the lower of cost or estimated sales price, net of costs to sell, have a carrying value of $49.0 million and have been classified as assets held for sale in the accompanying financial statements. CASH EQUIVALENTS The Company considers highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. RESTRICTED CASH The Company was required by a certain mortgage note to maintain various depository accounts, a cash collateral account and a contingency reserve account. All rents with respect to the collateralized properties were made payable to, and deposited directly in, the depository accounts, which were then transferred to the cash collateral account. Subsequent to payment of debt service and other required escrows, the residual balance of the cash collateral account was funded to the Company for capital expenditures and operations. The Company was required to maintain a minimum contingency reserve account balance of $7,000,000. During 1999, the Company paid off such mortgage note and is no longer required to maintain the depository and contingency reserve accounts. However, the Company is required by certain other mortgage notes to escrow real estate taxes with the mortgagor. At December 31, 1999 and 1998, those balances were $1,683,282 and $2,672,448, respectively. INVESTMENT IN UNCONSOLIDATED AFFILIATES Investment in unconsolidated affiliates are accounted for on the equity method and reflect the Company's share of income or loss of the affiliate, reduced by distributions received and increased by contributions made. REVENUE RECOGNITION Minimum rental income is recognized on a straight-line basis over the term of the lease. Unpaid rents are included in accounts receivable. Certain lease agreements provide for the reimbursement of real estate taxes, insurance, advertising and certain common area maintenance costs. These additional rents are recorded on the accrual basis. All rent and other receivables from tenants are due from commercial building tenants located in the properties. F-9 HIGHWOODS PROPERTIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES -- Continued DEFERRED LEASE FEES AND LOAN COSTS Lease fees, concessions and loan costs are capitalized at cost and amortized over the life of the related lease or loan term, respectively. INCOME TAXES The Company is a REIT for federal income tax purposes. A corporate REIT is a legal entity that holds real estate assets, and through distributions to stockholders, is permitted to reduce or avoid the payment of Federal income taxes at the corporate level. To maintain qualification as a REIT, the Company must distribute to stockholders at least 95% of REIT taxable income. No provision has been made for income taxes because the Company qualified as a REIT, distributed the necessary amount of taxable income and, therefore, incurred no income tax expense during the period. CONCENTRATION OF CREDIT RISK Management of the Company performs ongoing credit evaluations of its tenants. The majority-owned properties (excluding apartment units) are leased to approximately 3,445 tenants in 17 geographic locations. The Company's tenants engage in a wide variety of businesses. There is no dependence upon any single tenant. INTEREST RATE RISK MANAGEMENT The Company may enter into interest rate hedge contracts such as swaps, caps and collars in order to mitigate its interest rate risk on a related financial instrument. The Company has designated these derivative financial instruments as hedges and applies deferral accounting. Gains and losses related to the termination of such derivative financial instruments are deferred and amortized to interest expense over the term of the debt instrument. Payments to or from counterparties are recorded as adjustments to interest expense. The Company also utilizes treasury lock agreements to hedge interest rate risk on anticipated debt offerings. These anticipatory hedges are designated as hedges of identified debt issuances which have a high probability of occurring. Gains and losses resulting from changes in the market value of these contracts are deferred and amortized into interest expense over the life of the related debt instrument. The Company is exposed to certain losses in the event of non-performance by the counterparties under the interest rate hedge contracts. The counterparties are major financial institutions, and are expected to perform fully under the agreements. However, if they were to default on their obligations under the arrangements, the Company could be required to pay the full rate under its $450 million unsecured revolving loan (the "Revolving Loan") and the variable rate mortgages, even if such rate were in excess of the rate in the interest rate hedge contracts. The Company would not realize a material loss as of December 31, 1999, in the event of non-performance by any one counterparty. Additionally, the Company limits the amount of credit exposure with any one institution. STOCK COMPENSATION The Company grants stock options for a fixed number of shares to employees with an exercise price equal to the fair value of the shares at the date of grant. As described in Note 9, the Company has elected to follow Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25") and related interpretations in accounting for its employee stock options. F-10 HIGHWOODS PROPERTIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES -- Continued USE OF ESTIMATES The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. COMPREHENSIVE INCOME In June 1997, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income ("FAS 130"). FAS 130 requires that total comprehensive income and comprehensive income per share be disclosed with equal prominence as net income and earnings per share. Comprehensive income is defined as changes in stockholder's equity exclusive of transactions with owners such as capital contributions and dividends. The Company adopted this Standard in 1998. The Company did not report any comprehensive income items in any of the years presented. SEGMENT REPORTING Effective January 1, 1998, the Company adopted Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information ("FAS 131"), which superceded Statement of Financial Accounting Standards No. 14, Financial Reporting for Segments of a Business Enterprise. FAS 131 establishes standards for the public reporting of information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. The adoption of FAS 131 did not affect the Company's net income or financial position. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, which is required to be adopted in fiscal years beginning after June 15, 1999. In June 1999, FASB issued Statement No. 137, Accounting for Derivative Instruments and Hedging Activities -- Deferral of the FASB Statement No. 133, which stipulates the required adoption date to be all fiscal years beginning after June 15, 2000. Statement No. 133 requires the Company to recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value through income. If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of derivatives will either be offset against the change in fair value of the hedged assets, liabilities or firm commitments through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative's change in fair value will be immediately recognized in earnings. The fair market value of the Company's derivatives is discussed in Note 3. RECLASSIFICATIONS Certain amounts in the December 31, 1998 Financial Statements have been reclassified to conform to the December 31, 1999 presentation. These reclassifications had no material effect on net income or stockholders' equity as previously reported. F-11 HIGHWOODS PROPERTIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 2. INVESTMENT IN UNCONSOLIDATED AFFILIATES On March 15, 1999, the Company closed a transaction with Schweiz-Deutschland-USA Dreilander Beteiligung Objekt DLF 98/29-Walker Fink-KG ("DLF"), pursuant to which the Company sold or contributed certain office properties valued at approximately $142.0 million to a newly created limited partnership (the "Joint Venture"). DLF contributed approximately $55.0 million for a 77.19% interest in the Joint Venture, and the Joint Venture borrowed approximately $71.0 million from third-party lenders. The Company retained the remaining 22.81% interest in the Joint Venture, received net cash proceeds of approximately $124.0 million and is the sole and exclusive manager and leasing agent of the Joint Venture's properties, for which the Company receives customary management fees and leasing commissions. At December 31, 1999, the carrying value of the Operating Partnership's investment in DLF was $14.6 million. In addition, in connection with its merger with J.C. Nichols Company in July 1998, the Company succeeded to the interests of J.C. Nichols in a strategic alliance with R&R Investors, Ltd. pursuant to which R&R Investors manages and leases certain co-venture properties located in the Des Moines area. As a result of the merger, the Company acquired an ownership interest of 50% or more in a series of nine co-ventures with R&R Investors. Certain of these properties were previously included in the Company's consolidated financial statements. On June 2, 1999, the Company agreed with R&R Investors to reorganize its respective ownership interests in the Des Moines properties such that each would own a 50% interest in the properties in the Des Moines area. Accordingly, the Company has adopted the equity method of accounting for its investment in each of the Des Moines properties as a result of such reorganization. The impact of the reorganization was immaterial to the consolidated financial statements of the Company. As a result of these transactions, the Company had investments accounted for under the equity method of accounting which consisted of the following at December 31, 1999 and 1998:
1999 1998 Percent owned Percent owned --------------- -------------- Dallas County Partners .................... 50.00% 50.00% Dallas County Partners II ................. 50.00 50.00 Dallas County Partners III, LLC ........... 50.00 50.00 Fountain Three ............................ 50.00 50.00 Center Court Partners ..................... -- 50.00 Terrace Place Place Partners .............. -- 50.00 Meredith Drive Associates L.P. ............ -- 49.50 Board of Trade Investment Company ......... -- 49.00 Kessinger/Hunter .......................... 30.00 30.00 4600 Madison Associates, LP ............... 12.50 12.50 DLF ....................................... 22.81 -- RRHWoods, LLC ............................. 50.00 -- Highwoods-Markel Assoc., LLC .............. 50.00 --
Selected aggregate financial data for unconsolidated affiliates for 1999 and 1998 is presented below:
1999 1998 ----------- ----------- (in thousands) Total assets .............. $374,566 $143,662 Total liabilities ......... $266,832 $116,089 Net income ................ $ 5,473 $ 4,412
F-12 HIGHWOODS PROPERTIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 3. MORTGAGES AND NOTES PAYABLE Mortgages and notes payable consisted of the following at December 31, 1999, and 1998:
1999 1998 ------------- ------------- (in thousands) Mortgage notes payable: 7.9% mortgage note due 2001 ................... $ -- $ 133,000 9.0% mortgage note due 2005 ................... 38,400 39,043 8.1% mortgage note due 2005 ................... 29,914 30,454 8.0% mortgage note due 2007 ................... 42,167 42,842 7.8% mortgage note due 2009 ................... 94,024 -- 7.9% mortgage note due 2009 ................... 94,027 -- 8.0% mortgage notes due 2013 .................. 59,064 55,754 6.0% to 13.0% mortgage notes due between 2000 and 2022 ................................ 185,080 254,234 Variable rate Industrial Revenue Bonds due between 2000 and 2015 ........................ 37,000 70,800 Variable rate mortgage notes due 2021 ......... 1,889 1,975 ---------- ---------- $ 581,565 $ 628,102 ---------- ---------- Unsecured indebtedness: 6.75% notes due 2003 .......................... $ 100,000 $ 100,000 8.0% notes due 2003 ........................... 150,000 150,000 7.0% notes due 2006 ........................... 110,000 110,000 7.125% notes due 2008 ......................... 100,000 100,000 8.125% notes due 2009 ......................... 50,000 50,000 7.19% notes due 2011 .......................... 100,000 100,000 6.835% notes due 2013 ......................... 125,000 125,000 7.5% notes due 2018 ........................... 200,000 200,000 Variable rate note due 2002 ................... 20,552 21,114 Revolving loan due 2001 ....................... 229,000 424,500 ---------- ---------- $1,184,552 $1,380,614 ---------- ---------- Total ....................................... $1,766,117 $2,008,716 ========== ==========
SECURED INDEBTEDNESS Mortgage notes payable were secured by real estate assets with an aggregate carrying value of $1.1 billion at December 31, 1999. The 7.9% mortgage note due 2001, which was paid off during 1999, had been secured by 45 of the properties (the "Mortgage Note Properties"), which were held by AP Southeast Portfolio Partners, L.P. (the "Financing Partnership"). The Company had a 99.99% economic interest in the Financing Partnership, which was managed indirectly by the Company. The 7.9% mortgage note was a conventional, monthly pay, first mortgage note in the principal amount of $133.0 million issued by the Financing Partnership. The 7.9% mortgage note was a limited recourse obligation of the Financing Partnership as to which, in the event of a default under the indenture or the mortgage, recourse may have been only against the Mortgage Note Properties and other assets that had been pledged as security. The 7.9% mortgage note was issued to Kidder Peabody Acceptance Corporation I pursuant to an indenture, dated March 1, 1994, among the Financing Partnership, Bankers Trust Company of California, N.A. and Bankers Trust Company. F-13 HIGHWOODS PROPERTIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 3. MORTGAGES AND NOTES PAYABLE -- Continued UNSECURED INDEBTEDNESS On June 24, 1997, a trust formed by the Operating Partnership sold $100.0 million of Exercisable Put Option Securities due June 15, 2004 ("X-POS"), which represent fractional undivided beneficial interest in the trust. The assets of the trust consist of, among other things, $100.0 million of Exercisable Put Option Notes due June 15, 2011 (the "Put Option Notes"), issued by the Operating Partnership. The Put Option Notes bear an interest rate of 7.19%, representing an effective borrowing cost of 7.09% from the date of issuance through June 15, 2004, net of a related put option and certain interest rate hedge contract costs. Under certain circumstances, the Put Option Notes could become subject to early maturity on June 15, 2004. On February 2, 1998, the Operating Partnership sold $125.0 million of MandatOry Par Put Remarketed Securities ("MOPPRS") due February 1, 2013. The MOPPRS bear an interest rate of 6.835%, representing an effective borrowing cost of 6.31% from the date of issuance through January 31, 2003 (the "Remarketing Date"), net of a related remarketing option. Under certain circumstances, the MOPPRS could become subject to early maturity on the Remarketing Date. During 1998, the Company obtained a $600.0 million unsecured revolving loan (as amended, the "Revolving Loan"). The Company and its lenders amended the Revolving Loan as of December 10, 1999 to reduce the overall borrowing committment to $450.0 million. The Revolving Loan, as amended, matures in July 2001 and carries an interest rate based upon the Operating Partnership's senior unsecured credit rating. The Revolving Loan also includes a $225.0 million competitive bid sub-facility. At December 31, 1999, the effective interest rate for borrowing under the Revolving Loan was 7.3%. The Company had $213.0 million of borrowing availability under the Revolving Loan at December 31, 1999. The terms of the Revolving Loan require the Company to pay an annual facility fee equal to .15% of the aggregate amount of the Revolving Loan and include certain restrictive covenants which limit, among other things, dividend payments, and which require compliance with certain financial ratios and measurements. At December 31, 1999, the Company was in compliance with these covenants. INTEREST RATE HEDGE CONTRACTS To meet in part its long-term liquidity requirements, the Company borrows funds at a combination of fixed and variable rates. Borrowings under the Revolving Loan bear interest at variable rates. The Company's long-term debt, which consists of long-term financings and the issuance of debt securities, typically bears interest at fixed rates. In addition, the Company has assumed fixed rate and variable rate debt in connection with acquiring properties. The Company's interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows and to lower its overall borrowing costs. To achieve these objectives, from time to time the Company enters into interest rate hedge contracts such as collars, swaps, caps and treasury lock agreements in order to mitigate its interest rate risk with respect to various debt instruments. The Company does not hold or issue these derivative contracts for trading or speculative purposes. The following table sets forth information regarding the Company's interest rate hedge contracts as of December 31, 1999 ($ in thousands):
Notional Maturity Fixed Fair Market Type of Hedge Amount Date Reference Rate Rate Value - --------------- ---------- ---------- ----------------------- -------------- ------------ Swap $20,505 6/10/02 1-Month LIBOR + 0.75% 7.700% $ (493) Collar 80,000 10/15/01 1-Month LIBOR 5.60 - 6.25% 525
F-14 HIGHWOODS PROPERTIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 3. MORTGAGES AND NOTES PAYABLE -- Continued The interest rate on all of the Company's variable rate debt is adjusted at one- and three-month intervals, subject to settlements under these contracts. Net payments made to counterparties under interest rate hedge contracts were $304,720, $48,000 and $47,000 in 1999, 1998 and 1997, respectively, and were recorded as increases to interest expense. In addition, the Company is exposed to certain losses in the event of non-performance by the counterparties under the interest rate hedge contracts. The Company expects the counterparties, which are major financial institutions, to perform fully under these contracts. However, if the counterparties were to default on their obligations under the interest rate hedge contracts, the Company could be required to pay the full rates on its debt, even if such rates were in excess of the rates in the contracts. OTHER INFORMATION The aggregate maturities of the mortgage and notes payable at December 31, 1999 are as follows:
Year of Maturity Principal Amount - -------------------------------- ----------------- (in thousands) 2000 ......................... $ 28,859 2001 ......................... 246,608 2002 ......................... 64,477 2003 ......................... 268,148 2004 ......................... 113,736 Thereafter ................... 1,044,289 ---------- $1,766,117 ==========
Total interest capitalized was approximately $29,147,000, $17,968,000 and $7,238,000 in 1999, 1998 and 1997, respectively. 4. EMPLOYEE BENEFIT PLANS MANAGEMENT COMPENSATION PROGRAM The Company's executive officers participate in an annual cash incentive bonus program whereby they are eligible for cash bonuses based on a percentage of their annual base salary as of the prior December. Each executive's target level bonus is determined by competitive analysis and the executive's ability to influence overall performance of the Company and, assuming certain levels of the Company's performance, ranges from 40% to 85% of base salary depending on position in the Company. The eligible bonus percentage for each executive is determined by a weighted average of the Company's actual performance versus its annual plan using the following measures: return on invested capital, growth in funds from operations ("FFO") per share, property level cash flow as a percentage of plan, general and administrative expenses as a percentage of revenue and growth in same store net operating income. To the extent this weighted average is less than or exceeds the Company's targeted performance level, the bonus percentage paid is proportionally reduced or increased on a predetermined scale. Depending on the Company's performance, annual incentive bonuses could range from zero to 200% of an executive's target level bonus. Bonuses are accrued in the year earned and are included in accrued expenses in the Consolidated Balance Sheets. Prior to January 1, 1999, the Company paid a portion of each executive officer's bonus in the form of phantom stock awards under a deferred compensation plan. Such executives were credited with a F-15 HIGHWOODS PROPERTIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 4. EMPLOYEE BENEFIT PLANS -- Continued specified number of units of phantom stock equal to such number of shares of common stock as could be purchased with 25% of the employee's cash bonus. Five years from the date of the phantom stock grant, the executive officers will receive the value of a share of common stock for each unit of phantom stock and an additional amount equal to the value of the dividends paid during the period on the corresponding common stock assuming reinvestment. Payouts with respect to phantom stock grants may be made in shares of common stock or cash or both. If an executive officer leaves the Company's employ for any reason (other than death, disability or normal retirement) prior to the end of the five-year period, all phantom stock awards will be forfeited. Beginning on January 1, 1999, the Company established a Shareholder Value Plan which allows executive officers to participate in a long term incentive plan which includes annual grants of stock options, restricted shares and units. The mix of awards varies by position in the Company and for certain corporate officers, including the Chief Executive Officer, no restricted shares are granted. The stock options vest ratably over four years. The restricted shares vest 50% after three years and 50% after five years. The Shareholder Value Plan rewards the executive officers of the Company when the total shareholder returns measured by increases in the market value of the Company's common stock plus the dividends on those shares exceeds a comparable index of the Company's peers over a three year period. The payout for this program is determined by the Company's percent change in shareholder return compared to the composite index of its peer group. If the Company's performance is not at least 100% of the peer group index, no payout is made. To the extent performance exceeds the peer group, the payout increases. A new three year plan cycle beings each year under this program. 401(k) SAVINGS PLAN The Company has a 401(k) savings plan covering substantially all employees who meet certain age and employment criteria. The Company matches the first 6% of compensation deferred at the rate of 50% of employee contributions. During 1999, 1998 and 1997, the Company contributed $763,319, $588,000, and $353,000, respectively, to the 401(k) savings plan. Administrative expenses of the plan are paid by the Company. EMPLOYEE STOCK PURCHASE PLAN In August 1997, the Company instituted an Employee Stock Purchase Plan for all active employees. At the end of each three-month offering period, each participant's account balance is applied to acquire shares of Common Stock at 90% of the market value of the Common Stock, calculated as the lower of the average closing price on the New York Stock Exchange on the five consecutive days preceding the first day of the quarter or the five days preceding the last day of the quarter. A participant may not invest more than $7,500 per quarter. Employees purchased 29,214 and 24,046 shares of Common Stock under the Employee Stock Purchase Plan during the years ended December 31, 1999 and 1998, respectively. 5. RENTAL INCOME The Company's real estate assets are leased to tenants under operating leases, substantially all of which expire over the next 10 years. The minimum rental amounts under the leases are generally either subject to scheduled fixed increases or adjustments based on the Consumer Price Index. Generally, the leases also require that the tenants reimburse the Company for increases in certain costs above the base year costs. F-16 HIGHWOODS PROPERTIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 5. RENTAL INCOME -- Continued Expected future minimum rents to be received over the next five years and thereafter from tenants for leases in effect at December 31, 1999, are as follows (in thousands): 2000 ...................... $ 449,767 2001 ...................... 411,026 2002 ...................... 352,705 2003 ...................... 287,564 2004 ...................... 224,948 Thereafter ................ 830,727 ---------- $2,556,737 ==========
6. RELATED PARTY TRANSACTIONS The Company makes advances to Highwoods Services, Inc. for working capital purposes. These advances bear interest at a rate of 8% per annum, are due on demand and totaled $15.1 million at December 31, 1999, and $10.4 million at December 31, 1998. The Company recorded interest income from these advances of $1.1 million, $826,000 and $142,000 for the years ended December 31, 1999, 1998 and 1997, respectively. On December 8, 1998, the Company purchased the Bluegrass Valley office development project from a limited liability company controlled by an executive officer and director of the Company for approximately $2.5 million. On July 16, 1999, the Company purchased development land and an option to purchase other development land in the Bluegrass Valley office development project from the same limited liability company controlled by the same executive officer and director of the Company for approximately $4.6 million in common units. On October 1, 1997, the Company sold the Ivy Distribution Center in Winston-Salem, North Carolina, to a limited liability company controlled by an executive officer and director of the Company for $2.1 million. The Company accepted a note receivable of $2.1 million as consideration for this transaction which approximated the carrying value of the property. The note bore interest at 8% per annum and was paid in full on October 8, 1998. The Company recorded interest income of $123,000 and $41,000 for the years ended December 31, 1998 and 1997, respectively. On March 18, 1997, the Company purchased 5.68 acres of development land in Raleigh, North Carolina, for $1,298,959 from a partnership in which an executive officer and director and an additional director of the Company each had an 8.5% limited partnership interest. 7. STOCKHOLDERS' EQUITY COMMON STOCK DISTRIBUTIONS Distributions paid on Common Stock were $2.19, $2.10 and $1.98 per share for the years ended December 31, 1999, 1998 and 1997, respectively. F-17 HIGHWOODS PROPERTIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 7. STOCKHOLDERS' EQUITY -- Continued For federal income tax purposes, the following table summarizes the estimated taxability of distributions paid:
1999 1998 1997 ---------- ---------- ---------- Per share: Ordinary income .................. $ 1.70 $ 1.84 $ 1.39 Capital gains .................... .49 .01 -- Return of capital ................ -- .25 .59 ------- ------- ------- Total .......................... $ 2.19 $ 2.10 $ 1.98 ======= ======= =======
The Company's tax returns for the year ended December 31, 1999 have not been filed, and the taxability information for 1999 is based upon the best available data. The Company's tax returns have not been examined by the IRS, and therefore the taxability of distributions is subject to change. The tax basis of the Company's assets at December 31, 1999 is $2,732,597,000 and the tax basis of the Company's liabilities is $2,200,662,000. On January 31, 2000, the Board of Directors declared a Common Stock distribution of $.555 per share payable on February 18, 2000, to stockholders of record on February 10, 2000. PREFERRED STOCK On February 7, 1997, the Company issued 125,000 8 5/8% Series A Cumulative Redeemable Preferred Shares (the "Series A Preferred Shares"). The Series A Preferred Shares are non-voting and have a liquidation preference of $1,000 per share for an aggregate liquidation preference of $125.0 million plus accrued and unpaid dividends. The net proceeds (after underwriting commission and other offering costs) of the Series A Preferred Shares issued were $121.8 million. Holders of the Series A Preferred Shares are entitled to receive, when, as and if declared by the Company's Board of Directors, out of funds legally available for payment of distributions, cumulative preferential cash distributions at a rate of 8 5/8% of the liquidation preference per annum (equivalent to $86.25 per share). On or after February 12, 2027, the Series A Preferred Shares may be redeemed for cash at the option of the Company. The redemption price (other than the portion thereof consisting of accrued and unpaid distributions) is payable solely out of the sale proceeds of other capital shares of the Company, which may include shares of other series of preferred stock. Of the $86.25 distribution per Series A Preferred Share in 1999, $67.14 will be taxed as ordinary income and $19.11 will be taxed as capital gain. On September 22, 1997, the Company issued 6,900,000 8% Series B Cumulative Redeemable Preferred Shares (the "Series B Preferred Shares"). The Series B Preferred Shares are non-voting and have a liquidation preference of $25 per share for an aggregate liquidation preference of $172.5 million plus accrued and unpaid dividends. The net proceeds (after underwriting commission and other offering costs) of the Series B Preferred Shares issued were $166.3 million. Holders of the Series B Preferred Shares are entitled to receive, when, as and if declared by the Company's Board of Directors, out of funds legally available for payment of distributions, cumulative preferential cash distributions at a rate of 8% of the liquidation preference per annum (equivalent to $2.00 per share). On or after September 25, 2002, the Series B Preferred Shares may be redeemed for cash at the option of the Company. The redemption price (other than the portion thereof consisting of accrued and unpaid distributions) is payable solely out of the sale proceeds of other capital shares of the Company, which may include shares of other series of preferred stock. Of the $2.00 distribution per Series B Preferred Share, $1.56 will be taxed as ordinary income and $0.44 will be taxed as capital gain. F-18 HIGHWOODS PROPERTIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 7. STOCKHOLDERS' EQUITY -- Continued On April 23, 1998, the Company issued 4,000,000 depositary shares (the "Series D Depositary Shares"), each representing a 1/10 fractional interest in an 8% Series D Cumulative Redeemable Preferred Share (the "Series D Preferred Shares"). The Series D Preferred Shares are non-voting and have a liquidation preference of $250 per share for an aggregate liquidation preference of $100 million plus accrued and unpaid dividends. The net proceeds (after underwriting commission and other offering costs) of the Series D Preferred Shares issued were $96.8 million. Holders of Series D Preferred Shares are entitled to receive, when, as and if declared by the Company's Board of Directors out of funds legally available for payment of distributions, cumulative preferential cash distributions at a rate of 8% of the liquidation preference per annum (equivalent to $20.00 per share). On or after April 23, 2003, the Series D Preferred Shares may be redeemed for cash at the option of the Company. The redemption price (other than the portion thereof consisting of accrued and unpaid distributions) is payable solely out of the sale proceeds of other capital shares of the Company, which may include shares of other series of preferred stock. Of the $20.00 distribution per Series D Preferred Share, $15.57 will be taxed as ordinary income and $4.43 will be taxed as capital gain. SHAREHOLDER RIGHTS PLAN On October 4, 1997, the Board declared a dividend on one preferred share purchase right ("Right") for each outstanding share of Common Stock to be distributed to all holders of record of the Common Stock on October 16, 1997. The Rights attach to shares of Common Stock subsequently issued. Each Right entitles the registered holder to purchase one-hundredth of a participating preferred share for an exercise price of $140.00 per one-hundredth of a participating preferred share, subject to adjustment as provided in the rights agreement. The Rights will generally be exercisable only if a person or group acquires 15% or more of the Common Stock or announces a tender offer for 15% or more of the Common Stock. The Rights will expire on October 6, 2007, unless the expiration date of the Rights is extended, and the Rights are subject to redemption at a price of $0.01 per Right under certain circumstances. DIVIDEND REINVESTMENT PLAN The Company has instituted a Dividend Reinvestment and Stock Purchase Plan under which holders of Common Stock may elect to automatically reinvest their distributions in additional shares of Common Stock and may make optional cash payments for additional shares of Common Stock. The Company may issue additional shares of Common Stock or repurchase Common Stock in the open market for purposes of financing its obligations under the Dividend Reinvestment and Stock Purchase Plan. EQUITY SETTLEMENT On August 28, 1997, the Company entered into a purchase agreement with UBS AG, London Branch ("UB-LB") involving the sale of 1.8 million shares of Common Stock and a related forward contract providing for certain purchase price adjustments. The forward contract (as amended) generally provided that if the market price was less than a certain amount, referred to as the "Forward Price," the Company would be required to pay UB-LB the difference times 1.8 million. (Similarly, if the Market Price of a share of Common Stock was above the Forward Price, UB-LB was required to pay the Company the difference in shares of Common Stock.) On February 28, 1999, the Company and UB-LB amended the forward contract. Pursuant to the amendment, UB-LB applied $12.8 million in Company collateral to "buy down" the Forward Price by approximately $7.10 and the Company issued 161,924 shares of Common Stock to UB-LB as an interim settlement payment. On June 9, 1999, the Company settled the transaction. In connection with the settlement, 246,424 shares of Common Stock were returned and canceled. F-19 HIGHWOODS PROPERTIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 7. STOCKHOLDERS' EQUITY -- Continued STOCK REPURCHASE On December 14, 1999, the Company announced that its board of directors had authorized a share repurchase plan pursuant to which the Company may, at its sole and absolute discretion, repurchase up to 10.0 million shares of its outstanding Common Stock and Common Units. As of December 31, 1999, the Company had used $25.5 million of net proceeds from its recent disposition activity, either through direct payments or repayment of borrowings under the Revolving Loan, to repurchase 1.2 million shares of Common Stock through periodic open market or privately negotiated transactions at a weighted average price of $22.15 per share. 8. EARNINGS PER SHARE In 1997, the Financial Accounting Standards Board ("FASB") issued Statement No. 128, "Earnings Per Share," which is effective for financial statements for periods ending after December 15, 1997. FASB Statement No. 128 requires the restatement of prior period earnings per share and requires the disclosure of additional supplemental information detailing the calculation of earnings per share. FASB Statement No. 128 replaced the calculation of primary and fully diluted earnings per share with basic and diluted earnings per share. Unlike primary earnings per share, basic earnings per share excludes any dilutive effects of options, warrants and convertible securities. Diluted earnings per share is very similar to the previously reported fully diluted earnings per share. It is computed using the weighted average number of shares of Common Stock and the dilutive effect of options, warrants and convertible securities outstanding, using the "treasury stock" method. Earnings per share data are required for all periods for which an income statement or summary of earnings is presented, including summaries outside the basic financial statements. All earnings per share amounts for all periods presented have, where appropriate, been restated to conform to the FASB Statement 128 requirements. The following table sets forth the computation of basic and diluted earnings per share: F-20 HIGHWOODS PROPERTIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 8. EARNINGS PER SHARE -- Continued
1999 1998 1997 --------------- -------------- -------------- (in thousands, except per share amounts) Numerator: Income before minority interest and extraordinary item .................................................... $166,213 $150,372 $ 92,584 Non-convertible preferred stock dividends (4) ............ (32,580) (30,092) (13,117) Minority interest ........................................ (20,779) (24,335) (15,106) General partner's portion of extraordinary item .......... (7,341) (387) (5,799) --------- -------- -------- Numerator for basic earnings per share -- income available to common shareholders ........................ $105,513 $ 95,558 $ 58,562 Effect of dilutive securities: Minority interest ....................................... --(1) --(2) --(3) Minority interest portion of extraordinary item ......... --(1) --(2) --(3) ---------- ---------- ---------- --(1) --(2) --(3) Numerator for diluted earnings per share -- net income available to common shareholders -- after assumed conversions ...................................... $105,513 $ 95,558 $ 58,562 Denominator: Denominator for basic earnings per share -- weighted-average shares .................................. 61,443 54,791 38,770 Effect of dilutive securites: Employee stock options (4) .............................. 78 240 318 Warrants (4) ............................................ 8 45 73 Common Units converted .................................. --(1) --(2) --(3) ---------- ---------- ---------- Dilutive potential common shares ......................... 86 285 391 Denominator for diluted earnings per share -- adjusted weighted average shares and assumed conversions .............................................. 61,529 55,076 39,161 Basic earnings per share ................................... $ 1.72 $ 1.74 $ 1.51 ========== ========== ========== Diluted earnings per share ................................. $ 1.71 $ 1.74 $ 1.50 ========== ========== ==========
- ---------- (1) 9.3 million Common Units and the related $20.8 million in minority interest, net of $959,000 of the minority interest's portion of the extraordinary item, were excluded from the dilutive earnings per share calculation due to the anti-dilutive effect. (2) 10.5 million Common Units and the related $24.3 million in minority interest, net of $62,000 of the minority interest's portion of the extraordinary item, were excluded from the dilutive earnings per share calculation due to the anti-dilutive effect. (3) 7.7 million Common Units and the related $15.1 million in minority interest, net of $1.1 million of the minority interest's portion of the extraordinary item, were excluded from the dilutive earnings per share calculation due to the anti-dilutive effect. (4) For additional disclosures regarding outstanding preferred stock, the employee stock options and the warrants, see Notes 4, 7 and 9. F-21 HIGHWOODS PROPERTIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 9. STOCK OPTIONS AND WARRANTS As of December 31, 1999, 6,000,000 shares of the Company's authorized Common Stock were reserved for issuance upon the exercise of options under the Amended and Restated 1994 Stock Option Plan. Options generally vest over a four- or five-year period beginning with the date of grant. In 1995, the Financial Accounting Standards Board issued a Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation," ("SFAS 123"). SFAS 123 recommends the use of a fair value based method of accounting for an employee stock option whereby compensation cost is measured at the grant date on the fair value of the award and is recognized over the service period (generally the vesting period of the award). However, SFAS 123 specifically allows an entity to continue to measure compensation cost under Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25") so long as pro forma disclosures of net income and earnings per share are made as if SFAS 123 had been adopted. The Company has elected to follow APB 25 and related interpretations in accounting for its employee stock options because the Company believes that the models available to estimate the fair value of employee stock options do not provide a reliable single measure of the fair value of employee stock options. Moreover, such models required the input of highly subjective assumptions, which can materially affect the fair value estimates. APB 25 requires the recognition of compensation expense at the date of grant equal to the difference between the option price and the value of the underlying stock. Because the exercise price of the Company's employee stock options equals the market price of the underlying stock on the date of grant, the Company records no compensation expense for the award of employee stock options. Under SFAS 123, a public entity must estimate the fair value of a stock option by using an option-pricing model that takes into account as of the grant date the exercise price and expected life of the options, the current price of the underlying stock and its expected volatility, expected dividends on the stock, and the risk-free interest rate for the expected term of the option. SFAS provides examples of possible pricing models and includes the Black-Scholes pricing model, which the Company used to develop its pro forma disclosures. However, as previously noted, the Company does not believe that such models provide a reliable single measure of the fair value of employee stock options. Furthermore, the Black-Scholes model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable, rather than for use in estimating the fair value of employee stock options subject to vesting and transferability restrictions. Because SFAS 123 is applicable only to options granted subsequent to December 31, 1994, only options granted subsequent to that date were valued using this Black-Scholes model. The fair value of the options granted in 1999 was estimated at the date of grant using the following weighted average assumptions: risk-free rates ranging between 4.21% and 6.81%, dividend yield of 10.65% and a weighted average expected life of the options of five years. The fair value of the options granted in 1998 was estimated at the date of grant using the following weighted-average assumptions: risk-free interest rates ranging between 3.29% and 6.01%, dividend yield of 9.0% and a weighted average expected life of the options of five years. The fair value of the 1997 options were estimated at the date of grant using the following weighted average assumptions: risk-free interest rates ranging between 5.75% and 6.72%, dividend yield of 6.5% and a weighted-average expected life of the options of five years. Had the compensation cost for the Company's stock option plans been determined based on the fair value at the date of grant for awards in 1999, 1998 and 1997 consistent with the provisions of SFAS 123, the Company's net income and net income per share would have decreased to the pro forma amounts indicated below: F-22 HIGHWOODS PROPERTIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 9. STOCK OPTIONS AND WARRANTS -- Continued
Year ended December 31 ------------------------------------------- 1999 1998 1997 ------------- ------------ ------------ (dollars in thousands, except per share amounts) Net income -- as reported ............................. $ 105,513 $95,558 $ 58,562 Net income -- pro forma ............................... $ 103,181 $93,394 $ 57,383 Net income per share -- basic (as reported) ........... $ 1.72 $ 1.74 $ 1.51 Net income per share -- diluted (as reported) ......... $ 1.71 $ 1.74 $ 1.50 Net income per share -- basic (pro forma) ............. $ 1.68 $ 1.70 $ 1.48 Net income per share -- diluted (pro forma) ........... $ 1.68 $ 1.70 $ 1.47
The following table summarizes information about employees' and Board of Directors' stock options outstanding at December 31, 1999, 1998 and 1997:
Options Outstanding --------------------------- Weighted Average Number Exercise of Shares Price ------------- ----------- Balances at December 31, 1996 ......... 1,265,700 $ 24.67 Options granted ....................... 2,250,765 32.90 Options canceled ...................... (76,040) 22.20 Options exercised ..................... (117,428) 21.84 --------- -------- Balances at December 31, 1997 ......... 3,322,997 30.40 Options granted ....................... 737,754 27.21 Options canceled ...................... (11,800) 31.11 Options exercised ..................... (25,400) 21.98 --------- -------- Balances at December 31, 1998 ......... 4,023,551 29.83 Options granted ....................... 1,091,051 22.24 Options canceled ...................... (614,328) 30.82 Options exercised ..................... (100,840) 19.91 --------- -------- Balances at December 31, 1999 ......... 4,399,434 $ 28.01 ========= ========
Options Exercisable ------------------------- Weighted Average Number of Exercise Shares Price ----------- ----------- December 31, 1997 ......... 686,870 $ 30.94 December 31, 1998 ......... 1,315,898 $ 26.65 December 31, 1999 ......... 1,227,004 $ 26.47
Exercise prices for options outstanding as of December 31, 1999, ranged from $9.54 to $35.50. The weighted average remaining contractual life of those options is 7.6 years. Using the Black-Scholes options valuation model, the weighted average fair value of options granted during 1999, 1998 and 1997 was $0.68, $2.98 and $3.23, respectively. F-23 HIGHWOODS PROPERTIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 9. STOCK OPTIONS AND WARRANTS -- Continued WARRANTS In connection with various acquisitions in 1997, 1996 and 1995 the Company issued warrants to certain officers and directors.
Number of Exercise Date of Issuance Warrants Price - --------------------------- ----------- ----------- February 1995 ......... 100,000 $ 21.00 April 1996 ............ 150,000 $ 28.00 October 1997 .......... 1,390,610 $ 32.50 December 1997 ......... 120,000 $ 34.13 --------- Total ............... 1,760,610 =========
The warrants granted in February 1995, April 1996 and December 1997 expire 10 years from the date of issuance. All warrants are exercisable from the date of issuance. The warrants granted in October 1997 do not have an expiration date. There were no warrants issued during 1998 and 1999. 10. COMMITMENTS AND CONTINGENCIES LEASE Certain properties in the portfolio are subject to land leases expiring through 2082. Rental payments on these leases are adjusted annually based on either the consumer price index or on a predetermined schedule. For three properties, the Company has the option to purchase the leased land during the lease term at the greater of 85% of appraised value or $35,000 per acre. For one property, the Company has the option to purchase the leased land at any time during the lease term. The purchase price ranges from $1,800,000 to $2,200,000 depending on the exercise date. The obligation for future minimum lease payments is as follows (in thousands): 2000 ..................... $ 1,194 2001 ..................... 1,194 2002 ..................... 1,167 2003 ..................... 1,149 2004 ..................... 1,149 Thereafter ............... 49,860 ------- $55,713 =======
LITIGATION On October 2, 1998, John Flake, a former stockholder of J.C. Nichols, filed a putative class action lawsuit on behalf of himself and the other former stockholders of J.C. Nichols in the United States District Court for the District of Kansas against J.C. Nichols, certain of its former officers and directors and the Company. The complaint alleges, among other things, that in connection with the merger of J.C. Nichols and the Company (1) J.C. Nichols and the named directors and officers of J.C. Nichols breached their fiduciary duties to J.C. Nichols' stockholders, (2) J.C. Nichols and the named directors and officers of J.C. Nichols breached their fiduciary duties to members of the J.C. Nichols Company Employee Stock Ownership Trust, (3) all defendants participated in the dissemination of a proxy statement containing F-24 HIGHWOODS PROPERTIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 10. COMMITMENTS AND CONTINGENCIES -- Continued materially false and misleading statements and omissions of material facts in violation of Section 14(a) of the Securities Exchange Act of 1934 and (4) the Company filed a registration statement with the SEC containing materially false and misleading statements and omissions of material facts in violation of Sections 11 and 12(2) of the Securities Act of 1933. The plaintiff seeks equitable relief and monetary damages. The Company believes that the defendants have meritorious defenses to the plaintiffs' allegations and intends to vigorously defend this litigation. By order dated June 18, 1999, the court granted in part and denied in part the Company's motion to dismiss. The court has granted the plaintiff's motion seeking certification of the proposed class of plaintiffs with respect to the remaining claims. Discovery in the matter is proceeding. Due to the inherent uncertainties of the litigation process and the judicial system, the Company is not able to predict the outcome of this litigation. If this litigation is not resolved in the Company's favor, it could have a material adverse effect on the Company's business, financial condition and results of operations. In addition, the Company is a party to a variety of legal proceedings arising in the ordinary course of its business. The Company believes that it is adequately covered by insurance and indemnification agreements. Accordingly, none of such proceedings are expected to have a material adverse effect on the Company's business, financial condition and results of operations. CONTRACTS The Company has entered into construction contracts totaling $390.2 million at December 31, 1999. The amounts remaining on these contracts as of December 31, 1999 totaled $115.1 million. The Company has entered into various contracts under which it is committed to acquire 317 acres of land over a three year period for an aggregate purchase price of approximately $32.0 million. CAPITAL EXPENDITURES The Company presently has no plans for major capital improvements to the existing properties, other than normal recurring building improvements, tenant improvements and lease commissions. ENVIRONMENTAL MATTERS Substantially all of the Company's in-service properties have been subjected to Phase I environmental assessments (and, in certain instances, Phase II environmental assessments). Such assessments and/or updates have not revealed, nor is management aware of, any environmental liability that management believes would have a material adverse effect on the accompanying consolidated financial statements. EMPLOYMENT AGREEMENTS As the Company has expanded into new markets, it has sought to enter into business combinations with local real estate operators with many years of management and development experience in their respective markets. Accordingly, in connection with joining the Company as executive officers as a result of such business combinations, these persons have entered into employment agreements with the Company. 11. DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS The following disclosures of estimated fair values were determined by management using available market information and appropriate valuation methodologies. Considerable judgment is necessary to interpret market data and develop estimated fair values. Accordingly, the estimates presented herein are F-25 HIGHWOODS PROPERTIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 11. DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS -- Continued not necessarily indicative of the amounts that the Company could realize upon disposition of the financial instruments. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair values. The carrying amounts and estimated fair values of the Company's financial instruments at December 31, 1999 were as follows:
Carrying Fair Amount Value ------------- ------------- (in thousands) Cash and cash equivalents ............. $ 34,496 $ 34,496 Accounts and notes receivable ......... $ 81,088 $ 81,088 Mortgages and notes payable ........... $1,766,117 $1,650,635 Interest rate hedge contracts ......... $ 1,300 $ 32
The fair values for the Company's fixed rate mortgages and notes payable were estimated using discounted cash flow analysis, based on the Company's estimated incremental borrowing rate at December 31, 1999, for similar types of borrowing arrangements. The carrying amounts of the Company's variable rate borrowings approximate fair value. The fair values of the Company's interest rate hedge contracts represent the estimated amount the Company would receive or pay to terminate or replace the financial instruments at current market rates. Disclosures about the fair value of financial instruments are based on relevant information available to the Company at December 31, 1999. Although management is not aware of any factors that would have a material effect on the fair value amounts reported herein, such amounts have not been revalued since that date and current estimates of fair value may significantly differ from the amounts presented herein. 12. ACQUISITION AND DISPOSITIONS On July 13, 1998, the Company completed its acquisition of the J.C. Nichols Company ("JCN"), a Missouri real estate operating company, pursuant to a merger agreement dated December 22, 1997 and amended on April 29, 1998. The aggregate consideration totaled $544.0 million and consisted of the issuance of approximately 5.63 million shares of the Company's Common Stock, the assumption of approximately $229.0 million of debt, approximately $15.0 million in transaction costs and a cash payment of approximately $120.0 million, net of cash acquired of approximately $59.0 million. The merger was accounted for under the purchase method of accounting. The results of operations of JCN have been included in the Company's financial statements for the period from July 13, 1998 to December 31, 1998. Unaudited pro forma information is provided in Note 13 as if the acquisition of JCN had occurred at the beginning of the respective years presented. During 1999, the Company sold approximately 3.3 million rentable square feet of non-core office and industrial properties, 49 acres of development land in the South Florida area and 36 in-service central Florida office properties encompassing 2.1 million rentable square feet for gross proceeds of approximately $488.3 million. In addition, the Company sold approximately 2.9 million rentable square feet of non-core office and industrial properties in the Baltimore area and certain other non-core office and industrial properties for gross proceeds of $208.1 million. The Company recorded a gain of $8.7 million related to these dispositions. Non-core office and industrial properties generally include single buildings or business parks that do not fit our long-term strategy. F-26 HIGHWOODS PROPERTIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 12. ACQUISITION AND DISPOSITIONS -- Continued PENDING DISPOSITIONS The Company currently has 786,000 rentable square feet of properties under contract for sale in various transactions totaling $57.8 million. Additionally, 3.2 million rentable square feet of properties are under various letters of intent for sale at $293.5 million. These transactions are subject to customary closing conditions, including due diligence and documentation, and are expected to close during the first and second quarters of 2000. However, the Company can provide no assurance that all or parts of these transactions will be consummated. 13. SUPPLEMENTAL PRO FORMA INFORMATION (UNAUDITED) The following unaudited proforma information has been prepared assuming the acquisition of J.C. Nichols Company occurred as of January 1, 1998 (in thousands, except per share amounts):
Pro Forma Year Ended December 31, 1998 --------------------- Revenues ..................................... $ 559,083 Net income before extraordinary item ......... $ 132,986 Net income ................................... $ 132,599 Net income per share -- basic ................ $ 1.87 Net income per share -- diluted .............. $ 1.86
The pro forma information is not necessarily indicative of what the Company's results of operations would have been if the transaction had occurred at the beginning of each period presented. Additionally, the pro forma information does not purport to be indicative of the Company's results of operations for future periods. 14. SEGMENT INFORMATION The sole business of the Company is the acquisition, development and operation of rental real estate properties. The Company operates office, industrial and retail properties and apartment units. There are no material inter-segment transactions. The Company's chief operating decision maker ("CDM") assesses and measures operating results based upon property level net operating income. The operating results for the individual assets within each property type have been aggregated since the CDM evaluates operating results and allocates resources on a property-by-property basis within the various property types. The accounting policies of the segments are the same as those described in Note 1. Further, all operations are within the United States and no tenant comprises more than 10% of consolidated revenues. The following table summarizes the rental income, net operating income and assets for each reportable segment for the years ended December 31, 1999, 1998 and 1997: F-27 HIGHWOODS PROPERTIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 14. SEGMENT INFORMATION -- Continued
Year Ended December 31, ----------------------------------------------- 1999 1998 1997 ------------- -------------- -------------- (in thousands) Rental Income: Office segment ................................................. $ 463,676 $ 426,571 $ 233,527 Industrial segment ............................................. 51,168 48,134 33,406 Retail segment ................................................. 32,799 13,922 -- Apartment segment .............................................. 16,822 9,374 -- ---------- ---------- ---------- Total Rental Income ............................................ $ 564,465 $ 498,001 $ 266,933 ========== ========== ========== Net Operating Income: Office segment ................................................. $ 316,858 $ 290,553 $ 162,685 Industrial segment ............................................. 42,361 39,392 27,505 Retail segment ................................................. 21,685 8,869 -- Apartment segment .............................................. 9,486 4,864 -- ---------- ---------- ---------- Total Net Operating Income ..................................... $ 390,390 $ 343,678 $ 190,190 Reconciliation to income before minority interest and extraordinary item: Equity in earnings of unconsolidated affiliates ................ 1,185 430 -- Cost of unsuccessful transactions .............................. (1,500) -- -- Gain on disposition of assets .................................. 8,679 1,716 -- Interest and other income ...................................... 19,285 14,040 7,537 Interest expense ............................................... (117,134) (97,011) (47,394) General and administrative expenses ............................ (22,345) (20,776) (10,216) Depreciation and amortization .................................. (112,347) (91,705) (47,533) ---------- ---------- ---------- Income before minority interest and extraordinary item ......... $ 166,213 $ 150,372 $ 92,584 ========== ========== ========== At December 31, -------------------------------------------------- 1999 1998 1997 ----------- ------------ ------------ Total Assets: Office segment ................................................. $2,968,953 $3,268,124 $2,361,973 Industrial segment ............................................. 435,022 495,675 288,511 Retail segment ................................................. 292,853 239,555 -- Apartment segment .............................................. 118,549 139,093 -- Corporate and other ............................................ 200,820 171,886 71,822 ----------- ------------ ------------ Total Assets ................................................... $4,016,197 $4,314,333 $2,722,306 =========== ============ ============
15. SUBSEQUENT EVENTS Stock Repurchase. From January 1, 2000 to March 20, 2000, the Company repurchased 1.5 million shares of Common Stock and Common Units at a weighted average price of $21.89 per share/unit for an aggregate purchase price of approximately $31.7 million. F-28 HIGHWOODS PROPERTIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 16. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED): Selected quarterly financial data for the years ended December 31, 1999 and 1998 are as follows:
For the year ended December 31, 1999 --------------------------------------------------------------------------------------- First Quarter Second Quarter Third Quarter Fourth Quarter Total --------------- ---------------- --------------- ---------------- ------------- Total Revenue ..................... $152,205 $147,842 $140,627 $144,261 $ 584,935 -------- -------- -------- -------- --------- Income before cost of unsuccessful transactions, gain on disposition of assets, minority interest and extraordinary item .............. $ 40,291 $ 39,713 $ 42,215 $ 36,815 $ 159,034 Cost of unsuccessful transactions .................... $ -- $ -- $ -- $ (1,500) $ (1,500) Gain on disposition of assets ..... $ 569 $ 1,524 $ 846 $ 5,740 $ 8,679 -------- -------- -------- -------- --------- Income before minority interest and extraordinary item .......... $ 40,860 $ 41,237 $ 43,061 $ 41,055 $ 166,213 Minority interest ................. $ (5,826) $ (4,879) $ (5,065) $ (5,009) $ (20,779) Extraordinary item -- loss on early extinguishment of debt..... $ -- $ (777) $ (4,997) $ (1,567) $ (7,341) -------- -------- -------- -------- --------- Net income ........................ $ 35,034 $ 35,581 $ 32,999 $ 34,479 $ 138,093 Dividends on preferred stock ...... $ (8,145) $ (8,145) $ (8,145) $ (8,145) $ (32,580) -------- -------- -------- -------- --------- Net income available for common shareholders ............. $ 26,889 $ 27,436 $ 24,854 $ 26,334 $ 105,513 ======== ======== ======== ======== ========= Net income per common share -- basic: Income before extraordinary item ............. $ 0.45 $ 0.46 $ 0.48 $ 0.45 $ 1.84 Extraordinary item -- loss on early extinguishment of debt ........................ $ -- $ (0.01) $ (0.08) $ (0.03) $ (0.12) -------- -------- -------- -------- --------- Net income ...................... $ 0.45 $ 0.45 $ 0.40 $ 0.42 $ 1.72 ======== ======== ======== ======== ========= Net income per common share -- diluted: Income before extraordinary item ............. $ 0.45 $ 0.46 $ 0.48 $ 0.44 $ 1.83 Extraordinary item -- loss on early extinguishment of debt ........................ $ -- $ (0.01) $ (0.08) $ (0.03) $ (0.12) -------- -------- -------- -------- --------- Net income ...................... $ 0.45 $ 0.45 $ 0.40 $ 0.41 $ 1.71 ======== ======== ======== ======== =========
F-29 HIGHWOODS PROPERTIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 16. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED): -- Continued
For the year ended December 31, 1998* --------------------------------------------------------------------------------------- First Quarter Second Quarter Third Quarter Fourth Quarter Total --------------- ---------------- --------------- ---------------- ------------- Total Revenue ..................... $102,488 $115,641 $142,940 $151,402 $ 512,471 -------- -------- -------- -------- --------- Income before gain on disposition of assets minority interest and extraordinary item .............. $ 34,037 $ 37,251 $ 40,309 $ 37,059 $ 148,656 -------- -------- -------- -------- --------- Gain on disposition of assets ..... $ -- $ -- $ -- $ 1,716 $ 1,716 -------- -------- -------- -------- --------- Income before minority interest and extraordinary item ............................ $ 34,037 $ 37,251 $ 40,309 $ 38,775 $ 150,372 Minority interest ................. $ (5,608) $ (6,266) $ (6,031) $ (6,430) $ (24,335) Extraordinary item -- loss on early extinguishment of debt ............................ $ (46) $ -- $ (324) $ (17) $ (387) -------- -------- -------- -------- --------- Net income ........................ $ 28,383 $ 30,985 $ 33,954 $ 32,328 $ 125,650 ======== ======== ======== ======== ========= Dividends on preferred stock....... $ (6,145) $ (7,656) $ (8,145) $ (8,146) $ (30,092) -------- -------- -------- -------- --------- Net income available for common shareholders ............. $ 22,238 $ 23,329 $ 25,809 $ 24,182 $ 95,558 -------- -------- -------- -------- --------- Net income per common share -- basic: Income before extraordinary item ............. $ 0.45 $ 0.45 $ 0.45 $ 0.40 $ 1.75 Extraordinary item -- loss on early extinguishment of debt ........................ $ -- $ -- $ (0.01) $ -- $ (0.01) -------- -------- -------- -------- --------- Net income ...................... $ 0.45 $ 0.45 $ 0.44 $ 0.40 $ 1.74 ======== ======== ======== ======== ========= Net income per common share -- diluted: Income before extraordinary item ............. $ 0.45 $ 0.44 $ 0.45 $ 0.40 $ 1.74 Extraordinary item -- loss on early extinguishment of debt ........................ $ -- $ -- $ (0.01) $ -- $ -- -------- -------- -------- -------- --------- Net income ...................... $ 0.45 $ 0.44 $ 0.44 $ 0.40 $ 1.74 ======== ======== ======== ======== =========
- ---------- * The total of the four quarterly amounts for income before extraordinary item and net income per share does not equal the total for the year due to the use of a weighted average to compute the average number of shares outstanding. F-30 HIGHWOODS PROPERTIES, INC. SCHEDULE III -- REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 1999 (In thousands)
Cost Capitalized Subsequent Initial Cost to Acquisition --------------------------- -------------------------- 1999 Building & Building & Description Encumbrance Land Improvements Land Improvements - ------------------------------ ------------- -------- ------------------ ----------- -------------- Asheville, NC Ridgefield I -- 636 3,607 -- 257 Ridgefield II -- 910 5,157 -- 274 Ridgefield III -- 743 4,722 -- -- Ridgefield IV -- -- -- 791 -- Atlanta, GA 1765 The Exchange -- 767 6,305 (767) (6,305) One Point Royal -- 1,754 16,621 (1,754) (16,621) Two Point Royal -- 1,793 14,951 -- 176 400 North Business Park -- 979 6,112 -- 178 50 Glenlake -- 2,500 20,000 -- 242 6348 Northeast Expressway 1,361 277 1,629 -- 99 6438 Northeast Expressway 1,542 181 2,225 -- 69 Bluegrass Lakes -- 816 3,775 -- -- Bluegrass Place 1 -- 491 2,016 -- 25 Bluegrass Place 2 -- 412 2,529 -- 47 Bluegrass Land Site V10 -- 1,858 -- -- -- Bluegrass Land Site V14 -- 1,454 -- -- -- 1700 Century Circle -- 1,115 3,148 -- 403 1800 Century Boulevard -- 1,441 28,939 -- 392 1875 Century Boulevard -- -- 8,790 -- 347 1900 Century Boulevard -- -- 4,721 -- 447 2200 Century Parkway -- -- 14,274 -- 1,117 2400 Century Center -- -- 14,970 -- -- 2600 Century Parkway -- -- 10,254 -- 357 2635 Century Parkway -- -- 21,083 -- 1,064 2800 Century Parkway -- -- 19,963 -- 321 Chattahoochee Avenue -- 248 1,817 -- 231 Chastain Place I -- 472 3,011 -- 910 Chastain Place II -- 607 2,097 -- -- Chastain Place III -- 539 1,662 -- -- Corporate Lakes -- 1,275 7,227 -- 445 Distribution Center Cosmopolitan North -- 2,855 4,155 -- 700 Century Plaza 1 -- 1,290 8,425 -- -- Century Plaza 2 -- 1,380 7,589 -- -- Century Plaza 3 -- 570 -- -- -- Deerfield Land -- 879 -- 382 -- Deerfield 1 -- 1,194 2,612 -- 39 EKA Chemical -- 609 9,883 -- 3 1035 Fred Drive -- 270 1,239 -- 16 1077 Fred Drive -- 384 1,191 -- 38 5125 Fulton Industrial Blvd -- 578 3,116 -- 81 Fulton Corporate Center -- 542 2,042 -- 92 10 Glenlake -- 3,021 30,966 -- -- Glenlakes -- 2,908 --(18) (2,898) -- Gwinnett Distribution -- 1,128 5,943 -- 330 Center Kennestone Corporate -- 518 4,874 -- 215 Center Lavista Business Park -- 821 5,244 -- 568 Norcross, I, II -- 326 1,979 -- 43 Nortel -- 3,341 32,109 -- 2 Newpoint Place I -- 825 3,799 -- -- Newpoint Place II -- 1,436 3,321 -- -- Newpoint Place III -- 661 1,866 -- 694 Newpoint Place -- 187 -- 2,973 -- Newpoint - Site E -- 984 --(22) (984) -- Oakbrook I (11) 873 4,948 -- 76 Gross Amount at Which Carried at Close of Period Life on --------------------------------- Which Building & Accumulated Date of Depreciation Description Land Improvements Total Depreciation Construction is Computed - ------------------------------ -------- -------------- --------- -------------- -------------- ------------- Asheville, NC Ridgefield I 636 3,864 4,500 396 1987 5-40 yrs. Ridgefield II 910 5,431 6,341 491 1989 5-40 yrs. Ridgefield III 743 4,722 5,465 226 1998 5-40 yrs. Ridgefield IV 791 -- 791 -- N/A N/A Atlanta, GA 1765 The Exchange -- -- -- -- 1983 5-40 yrs. One Point Royal -- -- -- -- 1996 5-40 yrs. Two Point Royal 1,793 15,127 16,920 793 1997 5-40 yrs. 400 North Business Park 979 6,290 7,269 449 1985 5-40 yrs. 50 Glenlake 2,500 20,242 22,742 1,106 1997 5-40 yrs. 6348 Northeast Expressway 277 1,728 2,005 124 1978 5-40 yrs. 6438 Northeast Expressway 181 2,294 2,475 168 1981 5-40 yrs. Bluegrass Lakes 816 3,775 4,591 124 1999 5-40 yrs. Bluegrass Place 1 491 2,041 2,532 122 1995 5-40 yrs. Bluegrass Place 2 412 2,576 2,988 153 1996 5-40 yrs. Bluegrass Land Site V10 1,858 -- 1,858 -- 1999 5-40 yrs. Bluegrass Land Site V14 1,454 -- 1,454 -- 1999 5-40 yrs. 1700 Century Circle 1,115 3,551 4,666 372 1972 5-40 yrs. 1800 Century Boulevard 1,441 29,331 30,772 2,205 1975 5-40 yrs. 1875 Century Boulevard -- 9,137 9,137 707 1976 5-40 yrs. 1900 Century Boulevard -- 5,168 5,168 472 1971 5-40 yrs. 2200 Century Parkway -- 15,391 15,391 1,293 1971 5-40 yrs. 2400 Century Center -- 14,970 14,970 906 1998 5-40 yrs. 2600 Century Parkway -- 10,611 10,611 784 1973 5-40 yrs. 2635 Century Parkway -- 22,147 22,147 1,728 1980 5-40 yrs. 2800 Century Parkway -- 20,284 20,284 1,506 1983 5-40 yrs. Chattahoochee Avenue 248 2,048 2,296 232 1970 5-40 yrs. Chastain Place I 472 3,921 4,393 460 1997 5-40 yrs. Chastain Place II 607 2,097 2,704 149 1998 5-40 yrs. Chastain Place III 539 1,662 2,201 85 1999 5-40 yrs. Corporate Lakes 1,275 7,672 8,947 669 1988 5-40 yrs. Distribution Center Cosmopolitan North 2,855 4,855 7,710 476 1980 5-40 yrs. Century Plaza 1 1,290 8,425 9,715 62 1981 5-40 yrs. Century Plaza 2 1,380 7,589 8,969 56 1984 5-40 yrs. Century Plaza 3 570 -- 570 -- 1984 5-40 yrs. Deerfield Land 1,261 -- 1,261 -- N/A N/A Deerfield 1 1,194 2,651 3,845 31 1999 5-40 yrs. EKA Chemical 609 9,886 10,495 443 1998 5-40 yrs. 1035 Fred Drive 270 1,255 1,525 93 1973 5-40 yrs. 1077 Fred Drive 384 1,229 1,613 91 1973 5-40 yrs. 5125 Fulton Industrial Blvd 578 3,197 3,775 250 1973 5-40 yrs. Fulton Corporate Center 542 2,134 2,676 168 1973 5-40 yrs. 10 Glenlake 3,021 30,966 33,987 1,198 1998 5-40 yrs. Glenlakes 10 -- 10 -- N/A N/A Gwinnett Distribution 1,128 6,273 7,401 504 1991 5-40 yrs. Center Kennestone Corporate 518 5,089 5,607 358 1985 5-40 yrs. Center Lavista Business Park 821 5,812 6,633 480 1973 5-40 yrs. Norcross, I, II 326 2,022 2,348 144 1970 5-40 yrs. Nortel 3,341 32,111 35,452 1,438 1998 5-40 yrs. Newpoint Place I 825 3,799 4,624 407 1998 5-40 yrs. Newpoint Place II 1,436 3,321 4,757 9 1999 5-40 yrs. Newpoint Place III 661 2,560 3,221 149 1998 5-40 yrs. Newpoint Place 3,160 -- 3,160 -- N/A N/A Newpoint - Site E -- -- -- -- N/A N/A Oakbrook I 873 5,024 5,897 448 1981 5-40 yrs.
F-31
Cost Capitalized Subsequent Initial Cost to Acquisition ----------------------- -------------------------- 1999 Building & Building & Description Encumbrance Land Improvements Land Improvements - ----------------------------- ------------- -------- -------------- ----------- -------------- Oakbrook II (11) 1,579 8,388 -- 1,186 Oakbrook III (11) 1,480 8,388 -- 209 Oakbrook IV (11) 953 5,400 -- 130 Oakbrook V (11) 2,206 12,501 -- 262 Oakbrook Summitt 4,531 950 6,572 -- 378 Oxford Lake Business -- 855 7,014 -- 99 Center Peachtree Corners Land -- 1,394 -- -- -- Peachtree Corners II -- 1,392 4,482 -- (31) Southside Distribution -- 810 1,219 -- 3,340 Center Highwoods Center I @ -- 305 3,299 -- -- Tradeport HIW Center II at Tradeport -- 635 3,474 -- -- Atlanta Tradeport -- 6,694 -- -- -- Tradeport I -- 557 2,669 -- -- Tradeport II -- 557 3,456 -- -- Baltimore, MD 4000 Old Court Medical -- 862 5,152 (862) (5,152) Building 9690 Deereco Road -- 1,188 16,296 (1,188) (16,296) Automatic Data Processing -- 2,277 7,667 (2,277) (7,667) The Atrium -- 1,390 9,864 (1,390) (9,864) Business Center at Owings -- 827 1,581 (827) (1,581) Mills, Lot 7 Business Center at Owings -- 786 2,241 (786) (2,241) Mills, Lot 8 Business Center at Owings -- 960 6,125 (960) (6,125) Mills, Lot 9 Clark Building -- 1,675 8,764 (1,675) (8,764) Merrill Lynch Building -- 2,960 11,316 (2,960) (11,316) Sportsman Club -- 15,291 -- -- -- Boca, Raton, FL Highwoods Square -- 2,586 14,657 (2,586) (14,657) Highwoods Plaza -- 1,772 10,042 (1,772) (10,042) One Boca Place -- 5,736 32,505 (5,736) (32,505) Charlotte, FL 4101 Stuart Andrew -- 70 510 -- 254 Boulevard 4105 Stuart Andrew -- 26 189 -- 22 Boulevard 4109 Stuart Andrew -- 87 636 -- 40 Boulevard 4201 Stuart Andrew -- 110 809 -- 58 Boulevard 4205 Stuart Andrew -- 134 979 -- 52 Boulevard 4209 Stuart Andrew -- 91 665 -- 52 Boulevard 4215 Stuart Andrew -- 133 978 -- 74 Boulevard 4301 Stuart Andrew -- 232 1,702 -- 137 Boulevard 4321 Stuart Andrew -- 73 534 -- 34 Boulevard 4601 Park Square -- 2,601 7,802 -- 246 Alston & Bird -- 2,362 5,379 -- 31 First Citizens Building -- 647 5,528 -- 482 Twin Lakes Distribution -- 2,816 6,570 -- -- Center Mallard Creek I -- 1,248 4,142 -- 301 Mallard Creek III -- 845 4,762 -- 78 Mallard Creek IV -- 348 1,152 -- 3 Mallard Creek V -- 1,665 8,738 -- -- Mallard Creek VI -- 834 -- -- -- NationsFord Business Park -- 1,206 -- (23) (791) -- Oakhill Land -- 2,796 -- -- -- Gross Amount at Which Carried at Close of Period Life on ------------------------------ Which Building & Accumulated Date of Depreciation Description Land Improvements Total Depreciation Construction is Computed - ----------------------------- -------- -------------- -------- -------------- -------------- ------------- Oakbrook II 1,579 9,574 11,153 1,081 1983 5-40 yrs. Oakbrook III 1,480 8,597 10,077 841 1984 5-40 yrs. Oakbrook IV 953 5,530 6,483 476 1985 5-40 yrs. Oakbrook V 2,206 12,763 14,969 1,169 1985 5-40 yrs. Oakbrook Summitt 950 6,950 7,900 543 1981 5-40 yrs. Oxford Lake Business 855 7,113 7,968 488 1985 5-40 yrs. Center Peachtree Corners Land 1,394 -- 1,394 -- N/A N/A Peachtree Corners II 1,392 4,451 5,843 4 1999 5-40 yrs. Southside Distribution 810 4,559 5,369 334 1988 5-40 yrs. Center Highwoods Center I @ 305 3,299 3,604 153 1999 5-40 yrs. Tradeport HIW Center II at Tradeport 635 3,474 4,109 55 1999 5-40 yrs. Atlanta Tradeport 6,694 -- 6,694 -- N/A N/A Tradeport I 557 2,669 3,226 68 1999 5-40 yrs. Tradeport II 557 3,456 4,013 86 1999 5-40 yrs. Baltimore, MD 4000 Old Court Medical -- -- -- -- 1987 5-40 yrs. Building 9690 Deereco Road -- -- -- -- 1989 5-40 yrs. Automatic Data Processing -- -- -- -- 1998 5-40 yrs. The Atrium -- -- -- -- 1986 5-40 yrs. Business Center at Owings -- -- -- -- 1989 5-40 yrs. Mills, Lot 7 Business Center at Owings -- -- -- -- 1989 5-40 yrs. Mills, Lot 8 Business Center at Owings -- -- -- -- 1988 5-40 yrs. Mills, Lot 9 Clark Building -- -- -- -- 1974 5-40 yrs. Merrill Lynch Building -- -- -- -- 1982 5-40 yrs. Sportsman Club 15,291 -- 15,291 -- N/A N/A Boca, Raton, FL Highwoods Square -- -- -- -- 1989 5-40 yrs. Highwoods Plaza -- -- -- -- 1980 5-40 yrs. One Boca Place -- -- -- -- 1987 5-40 yrs. Charlotte, FL 4101 Stuart Andrew 70 764 834 177 1984 5-40 yrs. Boulevard 4105 Stuart Andrew 26 211 237 36 1984 5-40 yrs. Boulevard 4109 Stuart Andrew 87 676 763 85 1984 5-40 yrs. Boulevard 4201 Stuart Andrew 110 867 977 117 1982 5-40 yrs. Boulevard 4205 Stuart Andrew 134 1,031 1,165 128 1982 5-40 yrs. Boulevard 4209 Stuart Andrew 91 717 808 96 1982 5-40 yrs. Boulevard 4215 Stuart Andrew 133 1,052 1,185 140 1982 5-40 yrs. Boulevard 4301 Stuart Andrew 232 1,839 2,071 224 1982 5-40 yrs. Boulevard 4321 Stuart Andrew 73 568 641 68 1982 5-40 yrs. Boulevard 4601 Park Square 2,601 8,048 10,649 343 1972 5-40 yrs. Alston & Bird 2,362 5,410 7,772 258 1965 5-40 yrs. First Citizens Building 647 6,010 6,657 919 1989 5-40 yrs. Twin Lakes Distribution 2,816 6,570 9,386 256 1991 5-40 yrs. Center Mallard Creek I 1,248 4,443 5,691 196 1986 5-40 yrs. Mallard Creek III 845 4,840 5,685 201 1990 5-40 yrs. Mallard Creek IV 348 1,155 1,503 47 1993 5-40 yrs. Mallard Creek V 1,665 8,738 10,403 28 1999 5-40 yrs. Mallard Creek VI 834 -- 834 -- N/A N/A NationsFord Business Park 415 -- 415 -- N/A N/A Oakhill Land 2,796 -- 2,796 -- N/A N/A
F-32
Cost Capitalized Subsequent Initial Cost to Acquisition ----------------------- -------------------------- 1999 Building & Building & Description Encumbrance Land Improvements Land Improvements - ----------------------------- ------------- -------- --------------- ----------- -------------- Oak Hill Business Park (11) 750 4,248 -- 90 English Oak Hill Business Park (11) 471 2,671 -- 282 Laurel Oak Hill Business Park -- 1,403 5,611 -- 579 Live Oak Oak Hill Business Park (11) 1,073 6,078 -- 407 Scarlett Oak Hill Business Park (11) 1,243 7,044 -- 474 Twin Oak Oak Hill Business Park (11) 442 2,505 -- 876 Willow Oak Hill Business Park (11) 1,623 9,196 -- 816 Water Pinebrook -- 846 4,607 -- 218 Parkway Plaza Building 1 -- 1,110 4,741 -- 538 Parkway Plaza Building 2 -- 1,694 6,777 -- 1,267 Parkway Plaza Building 3 (4) 1,570 6,282 -- 567 Parkway Plaza Building 6 -- -- 2,438 -- 534 Parkway Plaza Building 7 -- -- 4,648 -- 237 Parkway Plaza Building 8 -- -- 4,698 -- 203 Parkway Plaza Building 9 -- -- 6,008 -- 28 Parkway Plaza Building 11 -- -- 2,328 160 -- Parkway Plaza Bldg 12 -- 112 1,489 -- -- Parkway Plaza Bldg 14 -- 483 6,077 -- -- University Research Center -- 3,694 13,463 (3,694) (13,463) Columbia, SC Center Point I -- 1,313 7,441 -- 88 Center Point II -- 1,183 8,724 1 -- Center Point V -- 265 1,279 -- 264 Center Point VI -- 265 -- -- -- Fontaine I -- 1,219 6,907 -- 326 Fontaine II -- 941 5,335 -- 778 Fontaine III -- 853 4,833 -- 87 Fontaine V -- 395 2,237 -- -- Piedmont Triad, NC Concourse Center 1 -- 946 7,646 -- -- Airport Center Drive -- 1,600 --(13) (717) -- 6348 Burnt Poplar -- 721 2,883 -- 26 6350 Burnt Poplar -- 339 1,365 -- 17 Chimney Rock A/B -- 1,610 3,757 1 4 Chimney Rock C -- 604 1,408 -- 2 Chimney Rock D -- 236 550 -- 2 Chimney Rock E -- 1,692 3,948 1 43 Chimney Rock F -- 1,431 3,338 1 4 Chimney Rock G -- 1,044 2,435 1 3 Deep River Corporate -- 1,033 5,855 -- 302 Center Airpark East-Copier (3) 252 1,008 -- 124 Consultants Airpark East-Building 1 (3) 377 1,510 -- 47 Airpark East-Building 2 (3) 461 1,842 -- 23 Airpark East-Building 3 (3) 321 1,283 -- 67 Airpark East- -- 149 727(12) 313 701 HewlettPackard Airpark East-Inacom -- 106 478(12) 222 294 Building Airpark East-Simplex -- 103 526(12) 196 258 Airpark East-Building A (3) 541 2,913 -- 470 Airpark East-Building B (3) 779 3,200 -- 340 Airpark East-Building C (3) 2,384 9,535 -- 572 Airpark East-Building D -- 271 3,213(12) 575 711 Airpark East Expansion -- -- -- 36 -- Airpark East Land -- 1,317 --(12) (1,306) 64 Airpark East-Service (3) 275 1,099 -- 127 Center 1 Gross Amount at Which Carried at Close of Period Life on --------------------------------- Which Building & Accumulated Date of Depreciation Description Land Improvements Total Depreciation Construction is Computed - ----------------------------- -------- -------------- --------- -------------- -------------- ------------- Oak Hill Business Park 750 4,338 5,088 378 1984 5-40 yrs. English Oak Hill Business Park 471 2,953 3,424 327 1984 5-40 yrs. Laurel Oak Hill Business Park 1,403 6,190 7,593 663 1989 5-40 yrs. Live Oak Oak Hill Business Park 1,073 6,485 7,558 592 1982 5-40 yrs. Scarlett Oak Hill Business Park 1,243 7,518 8,761 649 1985 5-40 yrs. Twin Oak Oak Hill Business Park 442 3,381 3,823 424 1982 5-40 yrs. Willow Oak Hill Business Park 1,623 10,012 11,635 1,070 1985 5-40 yrs. Water Pinebrook 846 4,825 5,671 307 1986 5-40 yrs. Parkway Plaza Building 1 1,110 5,279 6,389 567 1982 5-40 yrs. Parkway Plaza Building 2 1,694 8,044 9,738 1,294 1983 5-40 yrs. Parkway Plaza Building 3 1,570 6,849 8,419 875 1984 5-40 yrs. Parkway Plaza Building 6 -- 2,972 2,972 436 1996 5-40 yrs. Parkway Plaza Building 7 -- 4,885 4,885 493 1985 5-40 yrs. Parkway Plaza Building 8 -- 4,901 4,901 486 1986 5-40 yrs. Parkway Plaza Building 9 -- 6,036 6,036 612 1984 5-40 yrs. Parkway Plaza Building 11 160 2,328 2,488 103 1999 5-40 yrs. Parkway Plaza Bldg 12 112 1,489 1,601 7 1999 5-40 yrs. Parkway Plaza Bldg 14 483 6,077 6,560 54 1999 5-40 yrs. University Research Center -- -- -- -- 1980 5-40 yrs. Columbia, SC Center Point I 1,313 7,529 8,842 642 1988 5-40 yrs. Center Point II 1,184 8,724 9,908 852 1996 5-40 yrs. Center Point V 265 1,543 1,808 174 1997 5-40 yrs. Center Point VI 265 -- 265 -- N/A N/A Fontaine I 1,219 7,233 8,452 599 1985 5-40 yrs. Fontaine II 941 6,113 7,054 878 1987 5-40 yrs. Fontaine III 853 4,920 5,773 437 1988 5-40 yrs. Fontaine V 395 2,237 2,632 186 1990 5-40 yrs. Piedmont Triad, NC Concourse Center 1 946 7,646 8,592 126 1999 5-40 yrs. Airport Center Drive 883 -- 883 -- N/A N/A 6348 Burnt Poplar 721 2,909 3,630 353 1990 5-40 yrs. 6350 Burnt Poplar 339 1,382 1,721 168 1992 5-40 yrs. Chimney Rock A/B 1,611 3,761 5,372 156 1981 5-40 yrs. Chimney Rock C 604 1,410 2,014 58 1983 5-40 yrs. Chimney Rock D 236 552 788 23 1983 5-40 yrs. Chimney Rock E 1,693 3,991 5,684 165 1985 5-40 yrs. Chimney Rock F 1,432 3,342 4,774 139 1987 5-40 yrs. Chimney Rock G 1,045 2,438 3,483 101 1987 5-40 yrs. Deep River Corporate 1,033 6,157 7,190 604 1989 5-40 yrs. Center Airpark East-Copier 252 1,132 1,384 137 1990 5-40 yrs. Consultants Airpark East-Building 1 377 1,557 1,934 220 1990 5-40 yrs. Airpark East-Building 2 461 1,865 2,326 229 1986 5-40 yrs. Airpark East-Building 3 321 1,350 1,671 188 1986 5-40 yrs. Airpark East- 462 1,428 1,890 185 1996 5-40 yrs. HewlettPackard Airpark East-Inacom 328 772 1,100 157 1996 5-40 yrs. Building Airpark East-Simplex 299 784 1,083 131 1997 5-40 yrs. Airpark East-Building A 541 3,383 3,924 525 1986 5-40 yrs. Airpark East-Building B 779 3,540 4,319 548 1988 5-40 yrs. Airpark East-Building C 2,384 10,107 12,491 1,305 1990 5-40 yrs. Airpark East-Building D 846 3,924 4,770 586 1997 5-40 yrs. Airpark East Expansion 36 -- 36 -- N/A N/A Airpark East Land 11 64 75 -- N/A N/A Airpark East-Service 275 1,226 1,501 187 1985 5-40 yrs. Center 1
F-33
Cost Capitalized Subsequent Initial Cost to Acquisition ---------------------- --------------------- 1999 Building & Building & Description Encumbrance Land Improvements Land Improvements - ----------------------------- -------------- -------- -------------- ------ -------------- Airpark East-Service (3) 222 889 -- 119 Center 2 Airpark East-Service (3) 304 1,214 -- 66 Center 3 Airpark East-Service (3) 224 898 -- 74 Center 4 Airpark East-Service Court (3) 194 774 -- 57 Airpark East-Warehouse 1 (3) 384 1,535 -- 78 Airpark East-Warehouse 2 (3) 372 1,488 -- 86 Airpark East-Warehouse 3 (3) 370 1,480 -- 49 Airpark East-Warehouse 4 (3) 657 2,628 -- 179 Airpark East-Highland (3) 175 699 -- 377 206 South Westgate Drive -- 91 664 -- 19 207 South Westgate Drive -- 138 1,012 -- 8 300 South Westgate Drive -- 68 496 -- 6 305 South Westgate Drive -- 30 220 -- 69 307 South Westgate Drive -- 66 485 -- 14 309 South Westgate Drive -- 68 496 -- 21 311 South Westgate Drive -- 75 551 -- 27 315 South Westgate Drive -- 54 396 -- 13 317 South Westgate Drive -- 81 597 -- 25 319 South Westgate Drive -- 54 396 -- 7 Inman Road Land -- 2,357 -- -- -- 7906 Industrial Village -- 62 455 -- 22 Road 7908 Industrial Village -- 62 455 -- 11 Road 7910 Industrial Village -- 62 455 -- 14 Road Jefferson Pilot Land 7,683 13,560 -- -- -- Airpark North - DC1 (3) 723 2,891 -- 187 Airpark North - DC2 (3) 1,094 4,375 -- 95 Airpark North - DC3 (3) 378 1,511 -- 215 Airpark North - DC4 (3) 377 1,508 -- 141 Airpark North Land -- 804 -- -- -- 2606 Phoenix Drive -- 63 466 -- -- (100 Series) 2606 Phoenix Drive -- 63 466 -- 3 (200 Series) 2606 Phoenix Drive -- 31 229 -- 124 (300 Series) 2606 Phoenix Drive -- 52 382 -- 11 (400 Series) 2606 Phoenix Drive -- 64 471 -- 20 (500 Series) 2606 Phoenix Drive -- 78 575 -- 16 (600 Series) Network Construction -- -- 533 -- 200 5 Dundas Circle -- 72 531 -- 14 7 Dundas Circle -- 75 552 -- 28 8 Dundas Circle -- 84 617 -- 19 302 Pomona Drive -- 84 617 -- 81 304 Pomona Drive -- 22 163 -- 1 306 Pomona Drive -- 50 368 -- 26 308 Pomona Drive -- 72 531 -- 9 9 Dundas Circle -- 51 373 -- 37 2616 Phoenix Drive -- 135 990 -- 82 500 Radar Road -- 202 1,484 -- 109 502 Radar Road -- 39 285 -- 80 504 Radar Road -- 39 285 -- 14 506 Radar Road -- 39 285 -- 7 Regency One-Piedmont -- 515 2,347 -- 576 Center Regency Two-Piedmont -- 435 1,859 -- 509 Center Sears Cenfact -- 861 3,446 -- 26 4000 Spring Garden Street -- 127 933 -- 87 4002 Spring Garden Street -- 39 290 -- 6 Gross Amount at Which Carried at Close of Period Life on --------------------------------- Which Building & Accumulated Date of Depreciation Description Land Improvements Total Depreciation Construction is Computed - ----------------------------- -------- -------------- --------- -------------- -------------- ------------- Airpark East-Service 222 1,008 1,230 131 1985 5-40 yrs. Center 2 Airpark East-Service 304 1,280 1,584 192 1985 5-40 yrs. Center 3 Airpark East-Service 224 972 1,196 119 1985 5-40 yrs. Center 4 Airpark East-Service Court 194 831 1,025 116 1990 5-40 yrs. Airpark East-Warehouse 1 384 1,613 1,997 210 1985 5-40 yrs. Airpark East-Warehouse 2 372 1,574 1,946 208 1985 5-40 yrs. Airpark East-Warehouse 3 370 1,529 1,899 190 1986 5-40 yrs. Airpark East-Warehouse 4 657 2,807 3,464 355 1988 5-40 yrs. Airpark East-Highland 175 1,076 1,251 94 1990 5-40 yrs. 206 South Westgate Drive 91 683 774 77 1986 5-40 yrs. 207 South Westgate Drive 138 1,020 1,158 114 1986 5-40 yrs. 300 South Westgate Drive 68 502 570 56 1986 5-40 yrs. 305 South Westgate Drive 30 289 319 47 1985 5-40 yrs. 307 South Westgate Drive 66 499 565 61 1985 5-40 yrs. 309 South Westgate Drive 68 517 585 62 1985 5-40 yrs. 311 South Westgate Drive 75 578 653 78 1985 5-40 yrs. 315 South Westgate Drive 54 409 463 50 1985 5-40 yrs. 317 South Westgate Drive 81 622 703 76 1985 5-40 yrs. 319 South Westgate Drive 54 403 457 46 1985 5-40 yrs. Inman Road Land 2,357 -- 2,357 -- N/A N/A 7906 Industrial Village 62 477 539 52 1985 5-40 yrs. Road 7908 Industrial Village 62 466 528 57 1985 5-40 yrs. Road 7910 Industrial Village 62 469 531 60 1985 5-40 yrs. Road Jefferson Pilot Land 13,560 -- 13,560 -- N/A N/A Airpark North - DC1 723 3,078 3,801 364 1986 5-40 yrs. Airpark North - DC2 1,094 4,470 5,564 557 1987 5-40 yrs. Airpark North - DC3 378 1,726 2,104 293 1988 5-40 yrs. Airpark North - DC4 377 1,649 2,026 230 1988 5-40 yrs. Airpark North Land 804 -- 804 -- N/A N/A 2606 Phoenix Drive 63 466 529 52 1989 5-40 yrs. (100 Series) 2606 Phoenix Drive 63 469 532 55 1989 5-40 yrs. (200 Series) 2606 Phoenix Drive 31 353 384 47 1989 5-40 yrs. (300 Series) 2606 Phoenix Drive 52 393 445 49 1989 5-40 yrs. (400 Series) 2606 Phoenix Drive 64 491 555 64 1989 5-40 yrs. (500 Series) 2606 Phoenix Drive 78 591 669 77 1989 5-40 yrs. (600 Series) Network Construction -- 733 733 55 1988 5-40 yrs. 5 Dundas Circle 72 545 617 69 1987 5-40 yrs. 7 Dundas Circle 75 580 655 72 1986 5-40 yrs. 8 Dundas Circle 84 636 720 85 1986 5-40 yrs. 302 Pomona Drive 84 698 782 96 1987 5-40 yrs. 304 Pomona Drive 22 164 186 19 1987 5-40 yrs. 306 Pomona Drive 50 394 444 52 1987 5-40 yrs. 308 Pomona Drive 72 540 612 63 1987 5-40 yrs. 9 Dundas Circle 51 410 461 47 1986 5-40 yrs. 2616 Phoenix Drive 135 1,072 1,207 126 1985 5-40 yrs. 500 Radar Road 202 1,593 1,795 205 1981 5-40 yrs. 502 Radar Road 39 365 404 57 1986 5-40 yrs. 504 Radar Road 39 299 338 34 1986 5-40 yrs. 506 Radar Road 39 292 331 34 1986 5-40 yrs. Regency One-Piedmont 515 2,923 3,438 404 1996 5-40 yrs. Center Regency Two-Piedmont 435 2,368 2,803 439 1996 5-40 yrs. Center Sears Cenfact 861 3,472 4,333 425 1989 5-40 yrs. 4000 Spring Garden Street 127 1,020 1,147 131 1983 5-40 yrs. 4002 Spring Garden Street 39 296 335 35 1983 5-40 yrs.
F-34
Cost Capitalized Subsequent Initial Cost to Acquisition ----------------------- ---------------------------- 1999 Building & Building & Description Encumbrance Land Improvements Land Improvements - ----------------------------- ------------- -------- -------------- ------------- -------------- 4004 Spring Garden Street -- 139 1,019 -- 67 Airpark South Warehouse I -- 537 2,934 -- -- Airpark South Warehouse 2 -- 733 2,548 -- -- Airpark South Warehouse 4 -- 489 2,175 -- -- Airpark South Warehouse VI -- 1,690 3,915 -- -- RF Micro Devices -- 512 7,674 (512) (7,674) Airpark West(1) (4) 954 3,817 -- 824 Airpark West(2) (4) 887 3,536 (3) 498 Airpark West(4) (4) 226 903 -- 132 Airpark West(5) (4) 242 966 -- 76 Airpark West(6) (4) 326 1,308 -- 128 7327 West Friendly Avenue -- 60 441 -- 7 7339 West Friendly Avenue -- 63 465 -- 27 7341 West Friendly Avenue -- 113 831 -- 123 7343 West Friendly Avenue -- 72 531 -- 24 7345 West Friendly Avenue -- 66 485 -- 17 7347 West Friendly Avenue -- 97 709 -- 61 7349 West Friendly Avenue -- 53 388 -- 14 7351 West Friendly Avenue -- 106 778 -- 28 7353 West Friendly Avenue -- 123 901 -- 12 7355 West Friendly Avenue -- 72 525 -- 7 150 Stratford -- 2,777 11,459 -- 404 Chesapeake (4) 1,236 4,944 -- 8 Forsyth Corporate Center (11) 326 1,850 -- 647 The Knollwood(370) (3) 1,819 7,451 -- 472 The Knollwood(380) (3) 2,977 11,912 -- 1,891 RMIC -- 1,091 5,525 -- 626 Robinhood -- 290 1,159 -- 115 101 Stratford -- 1,205 6,810 -- 306 Consolidated Center/ -- 625 2,126 -- 56 Building I Consolidated Center/ -- 625 4,376 -- 138 Building II Consolidated Center/ -- 680 3,522 -- 51 Building III Consolidated Center/ -- 376 1,624 -- 184 Building IV Champion Headquarters -- 1,725 6,280 -- 85 Grassy Creek - Building G -- 1,439 3,357 (1,439) (3,357) Grassy Creek - Building H -- 1,606 3,748 (1,606) (3,748) Grassy Creek - Building I -- 1,835 4,283 (1,835) (4,283) Hampton Park - Building 5 -- 318 742 -- 145 Hampton Park - Building 6 -- 371 866 -- 6 Hampton Park - Building 7 -- 212 495 -- 3 Hampton Park - Building 8 -- 212 495 -- 65 Hampton Park - Building 9 -- 212 495 -- 3 5100 Indiana Avenue -- 490 1,143 -- 2 Members Warehouse -- 602 1,406 (602) (1,406) Madison Park - Building -- 211 493 -- -- 5610 Madison Park - Building (10) 941 2,196 -- -- 5620 Madison Park - Building (10) 1,486 3,468 -- 13 5630 Madison Park - Building (10) 893 2,083 -- -- 5635 Madison Park - Building (10) 3,632 8,476 -- 35 5640 Madison Park - Building (10) 1,081 2,522 -- 1 5650 Madison Park - Building (10) 1,910 4,456 -- 10 5660 Madison Park - Building (10) 5,891 13,753 -- 22 5655 711 Almondridge -- 301 702 -- 25 710 Almondridge -- 1,809 4,221 -- 109 500 Northridge -- 1,789 4,174 -- 2 Gross Amount at Which Carried at Close of Period Life on --------------------------------- Which Building & Accumulated Date of Depreciation Description Land Improvements Total Depreciation Construction is Computed - ----------------------------- -------- -------------- --------- -------------- -------------- ------------- 4004 Spring Garden Street 139 1,086 1,225 144 1983 5-40 yrs. Airpark South Warehouse I 537 2,934 3,471 155 1998 5-40 yrs. Airpark South Warehouse 2 733 2,548 3,281 35 1999 5-40 yrs. Airpark South Warehouse 4 489 2,175 2,664 17 1999 5-40 yrs. Airpark South Warehouse VI 1,690 3,915 5,605 96 1999 5-40 yrs. RF Micro Devices -- -- -- -- 1997 5-40 yrs. Airpark West(1) 954 4,641 5,595 807 1984 5-40 yrs. Airpark West(2) 884 4,034 4,918 601 1985 5-40 yrs. Airpark West(4) 226 1,035 1,261 176 1985 5-40 yrs. Airpark West(5) 242 1,042 1,284 165 1985 5-40 yrs. Airpark West(6) 326 1,436 1,762 234 1985 5-40 yrs. 7327 West Friendly Avenue 60 448 508 50 1987 5-40 yrs. 7339 West Friendly Avenue 63 492 555 59 1989 5-40 yrs. 7341 West Friendly Avenue 113 954 1,067 120 1988 5-40 yrs. 7343 West Friendly Avenue 72 555 627 62 1988 5-40 yrs. 7345 West Friendly Avenue 66 502 568 61 1988 5-40 yrs. 7347 West Friendly Avenue 97 770 867 115 1988 5-40 yrs. 7349 West Friendly Avenue 53 402 455 52 1988 5-40 yrs. 7351 West Friendly Avenue 106 806 912 99 1988 5-40 yrs. 7353 West Friendly Avenue 123 913 1,036 102 1988 5-40 yrs. 7355 West Friendly Avenue 72 532 604 59 1988 5-40 yrs. 150 Stratford 2,777 11,863 14,640 1,504 1991 5-40 yrs. Chesapeake 1,236 4,952 6,188 604 1993 5-40 yrs. Forsyth Corporate Center 326 2,497 2,823 345 1985 5-40 yrs. The Knollwood(370) 1,819 7,923 9,742 1,088 1994 5-40 yrs. The Knollwood(380) 2,977 13,803 16,780 1,950 1990 5-40 yrs. RMIC 1,091 6,151 7,242 510 1998 5-40 yrs. Robinhood 290 1,274 1,564 191 1989 5-40 yrs. 101 Stratford 1,205 7,116 8,321 369 1986 5-40 yrs. Consolidated Center/ 625 2,182 2,807 116 1983 5-40 yrs. Building I Consolidated Center/ 625 4,514 5,139 243 1983 5-40 yrs. Building II Consolidated Center/ 680 3,573 4,253 190 1989 5-40 yrs. Building III Consolidated Center/ 376 1,808 2,184 119 1989 5-40 yrs. Building IV Champion Headquarters 1,725 6,365 8,090 338 1993 5-40 yrs. Grassy Creek - Building G -- -- -- -- 1984 5-40 yrs. Grassy Creek - Building H -- -- -- -- 1985 5-40 yrs. Grassy Creek - Building I -- -- -- -- 1986 5-40 yrs. Hampton Park - Building 5 318 887 1,205 39 1981 5-40 yrs. Hampton Park - Building 6 371 872 1,243 35 1980 5-40 yrs. Hampton Park - Building 7 212 498 710 20 1983 5-40 yrs. Hampton Park - Building 8 212 560 772 20 1984 5-40 yrs. Hampton Park - Building 9 212 498 710 20 1985 5-40 yrs. 5100 Indiana Avenue 490 1,145 1,635 44 1982 5-40 yrs. Members Warehouse -- -- -- -- 1986 5-40 yrs. Madison Park - Building 211 493 704 19 1988 5-40 yrs. 5610 Madison Park - Building 941 2,196 3,137 86 1983 5-40 yrs. 5620 Madison Park - Building 1,486 3,481 4,967 135 1983 5-40 yrs. 5630 Madison Park - Building 893 2,083 2,976 81 1986 5-40 yrs. 5635 Madison Park - Building 3,632 8,511 12,143 330 1985 5-40 yrs. 5640 Madison Park - Building 1,081 2,523 3,604 98 1984 5-40 yrs. 5650 Madison Park - Building 1,910 4,466 6,376 173 1984 5-40 yrs. 5660 Madison Park - Building 5,891 13,775 19,666 535 1987 5-40 yrs. 5655 711 Almondridge 301 727 1,028 32 1988 5-40 yrs. 710 Almondridge 1,809 4,330 6,139 168 1989 5-40 yrs. 500 Northridge 1,789 4,176 5,965 166 1988 5-40 yrs.
F-35
Cost Capitalized Subsequent Initial Cost to Acquisition ---------------------- ------------------------ 1999 Building & Building & Description Encumbrance Land Improvements Land Improvements - ----------------------------- ------------- ------- -------------- --------- -------------- 520 Northridge -- 1,645 3,876 -- 345 531 Northridge Warehouse -- 4,992 11,648 -- 174 531 Northridge Office -- 766 1,788 -- 1 540 Northridge -- 2,038 4,755 -- 140 550 Northridge -- 472 1,102 -- 152 US Airways (11) 2,625 14,824 -- 209 University Commercial -- 429 1,771 -- 170 Center-Landmark 03 University Commercial -- 514 2,058 -- 185 Center-Archer 04 University Commercial -- 276 1,155 -- 71 Center-Service Center 1 University Commercial -- 215 859 -- 127 Center-Service Center 2 University Commercial -- 167 668 -- 26 Center-Service Center 3 University Commercial -- 203 812 -- 8 Center-Warehouse 1 University Commercial -- 196 786 -- 13 Center-Warehouse 2 Westpoint Business (1) 795 3,181 -- 3 Park-BMF Westpoint Business -- 346 1,384 -- 1 Park-Luwabahnson Westpoint Business Park (1) 120 480 -- 38 (3 & 4) Westpoint Business Park -- 1,759 --(14) (420) 1 Westpoint Business (1) 393 1,570 -- 65 Park-Wp 11 Westpoint Business (1) 382 1,531 -- 44 Park-Wp 12 Westpoint Business (1) 297 1,192 -- 41 Park-Wp 13 Westpoint Business -- 640 2,577 -- 26 Park-Fairchild Westpoint Business -- 178 590 -- 336 Park-Warehouse5 Greenville, SC 385 Land -- 1,800 -- -- -- Nationsbank Plaza -- 642 9,349 -- 1,867 Brookfield Plaza (11) 1,489 8,437 -- 328 Brookfield-CRS Sirrine -- 3,022 17,125 -- -- Brookfield-YMCA -- 33 189 -- 16 385 Building 1 -- 1,413 1,401 -- 2,778 Patewood I -- 942 5,016 -- 71 Patewood II -- 942 5,018 -- 115 Patewood III (11) 835 4,733 -- 151 Patewood IV (11) 1,210 6,856 -- 4 Patewood V (11) 1,677 9,503 -- 65 Patewood VI -- 2,375 9,643 -- -- 769 Pelham Road -- 705 2,778 -- 10 Patewood Business Center -- 1,312 7,436 -- 169 Jacksonville, FL 9A Land -- 3,915 -- -- -- Belfort Park I -- 1,322 4,285 83 218 Belfort Park II -- 831 5,066 52 413 Belfort Park III -- 647 4,063 41 747 Belfort Park VI -- -- -- 484 -- Belfort Park VII -- -- -- 1,560 -- CIGNA Building -- 381 1,592 24 214 Harry James Building -- 272 1,360 17 280 Independent Square -- 3,985 44,633 250 13,667 Three Oaks Plaza -- 1,630 14,036 102 835 Reflections 6,520 958 9,877 60 544 Southpoint Building -- 594 3,987 37 231 SWD Land Annex -- -- -- 1 5 Highwoods Center -- 1,143 6,476 -- 83 Life of the South Building -- 184 4,750 12 563 Gross Amount at Which Carried at Close of Period Life on -------------------------------- Which Building & Accumulated Date of Depreciation Description Land Improvements Total Depreciation Construction is Computed - ----------------------------- ------- -------------- --------- -------------- -------------- ------------- 520 Northridge 1,645 4,221 5,866 155 1988 5-40 yrs. 531 Northridge Warehouse 4,992 11,822 16,814 459 1989 5-40 yrs. 531 Northridge Office 766 1,789 2,555 70 1989 5-40 yrs. 540 Northridge 2,038 4,895 6,933 188 1987 5-40 yrs. 550 Northridge 472 1,254 1,726 67 1989 5-40 yrs. US Airways 2,625 15,033 17,658 800 1970-1987 5-40 yrs. University Commercial 429 1,941 2,370 252 1985 5-40 yrs. Center-Landmark 03 University Commercial 514 2,243 2,757 314 1986 5-40 yrs. Center-Archer 04 University Commercial 276 1,226 1,502 174 1983 5-40 yrs. Center-Service Center 1 University Commercial 215 986 1,201 155 1983 5-40 yrs. Center-Service Center 2 University Commercial 167 694 861 86 1984 5-40 yrs. Center-Service Center 3 University Commercial 203 820 1,023 100 1983 5-40 yrs. Center-Warehouse 1 University Commercial 196 799 995 97 1983 5-40 yrs. Center-Warehouse 2 Westpoint Business 795 3,184 3,979 388 1986 5-40 yrs. Park-BMF Westpoint Business 346 1,385 1,731 169 1990 5-40 yrs. Park-Luwabahnson Westpoint Business Park 120 518 638 63 1988 5-40 yrs. (3 & 4) Westpoint Business Park 1,339 1 1,340 -- N/A N/A Westpoint Business 393 1,635 2,028 211 1988 5-40 yrs. Park-Wp 11 Westpoint Business 382 1,575 1,957 192 1988 5-40 yrs. Park-Wp 12 Westpoint Business 297 1,233 1,530 150 1988 5-40 yrs. Park-Wp 13 Westpoint Business 640 2,603 3,243 314 1990 5-40 yrs. Park-Fairchild Westpoint Business 178 926 1,104 224 1995 5-40 yrs. Park-Warehouse5 Greenville, SC 385 Land 1,800 -- 1,800 -- N/A N/A Nationsbank Plaza 642 11,216 11,858 820 1973 5-40 yrs. Brookfield Plaza 1,489 8,765 10,254 840 1987 5-40 yrs. Brookfield-CRS Sirrine 3,022 17,125 20,147 1,421 1990 5-40 yrs. Brookfield-YMCA 33 205 238 26 1990 5-40 yrs. 385 Building 1 1,413 4,179 5,592 348 1998 5-40 yrs. Patewood I 942 5,087 6,029 368 1985 5-40 yrs. Patewood II 942 5,133 6,075 386 1987 5-40 yrs. Patewood III 835 4,884 5,719 506 1989 5-40 yrs. Patewood IV 1,210 6,860 8,070 569 1989 5-40 yrs. Patewood V 1,677 9,568 11,245 789 1990 5-40 yrs. Patewood VI 2,375 9,643 12,018 591 1999 5-40 yrs. 769 Pelham Road 705 2,788 3,493 132 1989 5-40 yrs. Patewood Business Center 1,312 7,605 8,917 650 1983 5-40 yrs. Jacksonville, FL 9A Land 3,915 -- 3,915 -- N/A N/A Belfort Park I 1,405 4,503 5,908 280 1988 5-40 yrs. Belfort Park II 883 5,479 6,362 363 1988 5-40 yrs. Belfort Park III 688 4,810 5,498 369 1988 5-40 yrs. Belfort Park VI 484 -- 484 -- N/A N/A Belfort Park VII 1,560 -- 1,560 -- N/A N/A CIGNA Building 405 1,806 2,211 113 1972 5-40 yrs. Harry James Building 289 1,640 1,929 110 1982 5-40 yrs. Independent Square 4,235 58,300 62,535 3,355 1975 5-40 yrs. Three Oaks Plaza 1,732 14,871 16,603 921 1972 5-40 yrs. Reflections 1,018 10,421 11,439 615 1985 5-40 yrs. Southpoint Building 631 4,218 4,849 239 1980 5-40 yrs. SWD Land Annex 1 5 6 1 N/A N/A Highwoods Center 1,143 6,559 7,702 549 1991 5-40 yrs. Life of the South Building 196 5,313 5,509 337 1964 5-40 yrs.
F-36
Cost Capitalized Subsequent Initial Cost to Acquisition ----------------------- -------------------------- 1999 Building & Building & Description Encumbrance Land Improvements Land Improvements - -------------------------------- --------------- -------- -------------- ----------- -------------- Tallahasse, FL Blair Stone Building -- 1,550 32,988 -- 1,170 215 South Monroe St. -- 1,950 17,853 4 497 Building Shawnee Mission, KS Corinth Square North (6) 2,693 10,772 -- 410 Shops Corinth Shops South (6) 1,043 4,172 -- 52 Fairway Shops 2,710 673 2,694 -- 179 Georgetown Marketplace -- 1,399 5,598 (1,399) (5,598) Prairie Village Shops 11,229 3,289 13,157 -- 1,172 Shannon Valley Shopping 6,427 1,669 6,678 -- 1,252 Center Trailwood III Shops 783 223 893 -- 55 Trailwood Shops -- 458 1,831 -- 72 Valencia Place -- -- 2,245 -- -- Westwood Shops -- 113 453 -- 4 Brymar Building -- 329 1,317 -- 22 Corinth Executive Square -- 514 2,054 -- 490 Corinth Office Building 868 529 2,116 -- 52 Fairway North Building 4,500 753 3,013 -- 163 Fairway West Building 4,775 851 3,402 -- 226 Hartford Office Building -- 568 2,271 -- 138 Land - Kansas -- 28,275 121 (371) -- Nichols Building 920 490 1,959 -- 99 Oak Park Building -- 368 1,470 -- 159 Prairie Village Office Center -- 749 2,997 -- 159 OUIVIRA Business Park A -- 191 447 -- 21 QUIVIRA Business Park B -- 179 417 -- 14 QUIVIRA Business Park C -- 189 440 -- 8 QUIVIRA Business Park D -- 154 360 -- 9 QUIVIRA Business Park E -- 251 586 -- 8 QUIVIRA Business Park F -- 171 400 -- 28 QUIVIRA Business Park G -- 205 477 -- -- QUIVIRA Business Park H -- 175 407 -- -- QUIVIRA Business Park J -- 360 839 -- 37 QUIVIRA Business Park L -- 98 222 -- 6 QUIVIRA Business Park K -- 95 222 -- -- QUIVIRA Business -- 257 600 -- 542 Park SWB Kansas City, MO 48th & Penn (9) 418 3,765 -- 732 Balcony Retail (9) 889 8,002 -- 2,311 Brookside Shopping Center 3,898 2,002 8,602 154 717 Court of the Penguins (9) 566 5,091 -- 411 Colonial Shops -- 138 550 -- 76 Crestwood Shops -- 253 1,013 -- 52 Esplanade (9) 748 6,734 -- 863 Land Under Ground Leases -- 9,789 114(18) (5,781) -- Retail Halls Block (9) 275 2,478 -- 2,541 Kenilworth -- 113 452 -- 31 Macy's Block (9) 504 4,536 -- 333 Millcreek Retail (9) 602 5,422 -- 1,549 Nichols Block Retail (9) 600 5,402 -- 370 96th & Nall Shops -- 99 397 -- 18 Plaza Central (9) 405 3,649 -- 1,193 Plaza Savings South (9) 357 3,211 -- 1,147 Romanelli Annex Shops -- 24 97 -- -- Red Bridge Shops -- 1,091 4,364 -- 1,048 Romanelli Shops -- 219 875 -- 151 Seville Shops West (9) 300 2,696 -- 9,205 Seville Square -- 20,973 -- -- Swanson Block (9) 949 8,537 -- 898 Theater Block (9) 1,197 10,769 -- 3,496 Time Block Retail (9) 1,292 11,627 -- 3,063 Triangle (9) 308 2,771 -- 460 Gross Amount at Which Carried at Close of Period Life on -------------------------------- Which Building & Accumulated Date of Depreciation Description Land Improvements Total Depreciation Construction is Computed - -------------------------------- -------- -------------- -------- -------------- -------------- ------------- Tallahasse, FL Blair Stone Building 1,550 34,158 35,708 1,855 1994 5-40 yrs. 215 South Monroe St. 1,954 18,350 20,304 850 1976 5-40 yrs. Building Shawnee Mission, KS Corinth Square North 2,693 11,182 13,875 412 1962 5-40 yrs. Shops Corinth Shops South 1,043 4,224 5,267 159 1953 5-40 yrs. Fairway Shops 673 2,873 3,546 125 1940 5-40 yrs. Georgetown Marketplace -- -- -- -- 1974 5-40 yrs. Prairie Village Shops 3,289 14,329 17,618 572 1948 5-40 yrs. Shannon Valley Shopping 1,669 7,930 9,599 356 1988 5-40 yrs. Center Trailwood III Shops 223 948 1,171 38 1986 5-40 yrs. Trailwood Shops 458 1,903 2,361 73 1968 5-40 yrs. Valencia Place -- 2,245 2,245 -- 1999 5-40 yrs. Westwood Shops 113 457 570 17 1926 5-40 yrs. Brymar Building 329 1,339 1,668 54 1968 5-40 yrs. Corinth Executive Square 514 2,544 3,058 112 1973 5-40 yrs. Corinth Office Building 529 2,168 2,697 79 1960 5-40 yrs. Fairway North Building 753 3,176 3,929 142 1985 5-40 yrs. Fairway West Building 851 3,628 4,479 168 1983 5-40 yrs. Hartford Office Building 568 2,409 2,977 98 1978 5-40 yrs. Land - Kansas 27,904 121 28,025 4 N/A N/A Nichols Building 490 2,058 2,548 80 1978 5-40 yrs. Oak Park Building 368 1,629 1,997 60 1976 5-40 yrs. Prairie Village Office Center 749 3,156 3,905 129 1960 5-40 yrs. OUIVIRA Business Park A 191 468 659 19 1975 5-40 yrs. QUIVIRA Business Park B 179 431 610 17 1973 5-40 yrs. QUIVIRA Business Park C 189 448 637 17 1973 5-40 yrs. QUIVIRA Business Park D 154 369 523 13 1973 5-40 yrs. QUIVIRA Business Park E 251 594 845 21 1973 5-40 yrs. QUIVIRA Business Park F 171 428 599 15 1973 5-40 yrs. QUIVIRA Business Park G 205 477 682 18 1973 5-40 yrs. QUIVIRA Business Park H 175 407 582 25 1973 5-40 yrs. QUIVIRA Business Park J 360 876 1,236 42 1973 5-40 yrs. QUIVIRA Business Park L 98 228 326 11 1985 5-40 yrs. QUIVIRA Business Park K 95 222 317 11 1985 5-40 yrs. QUIVIRA Business 257 1,142 1,399 52 1973 5-40 yrs. Park SWB Kansas City, MO 48th & Penn 418 4,497 4,915 227 1948 5-40 yrs. Balcony Retail 889 10,313 11,202 382 1925 5-40 yrs. Brookside Shopping Center 2,156 9,319 11,475 338 1919 5-40 yrs. Court of the Penguins 566 5,502 6,068 263 1945 5-40 yrs. Colonial Shops 138 626 764 26 1907 5-40 yrs. Crestwood Shops 253 1,065 1,318 41 1932 5-40 yrs. Esplanade 748 7,597 8,345 324 1928 5-40 yrs. Land Under Ground Leases 4,008 114 4,122 4 N/A N/A Retail Halls Block 275 5,019 5,294 117 1964 5-40 yrs. Kenilworth 113 483 596 18 1965 5-40 yrs. Macy's Block 504 4,869 5,373 215 1926 5-40 yrs. Millcreek Retail 602 6,971 7,573 296 1920 5-40 yrs. Nichols Block Retail 600 5,772 6,372 256 1930 5-40 yrs. 96th & Nall Shops 99 415 514 16 1976 5-40 yrs. Plaza Central 405 4,842 5,247 195 1958 5-40 yrs. Plaza Savings South 357 4,358 4,715 155 1948 5-40 yrs. Romanelli Annex Shops 24 97 121 4 1963 5-40 yrs. Red Bridge Shops 1,091 5,412 6,503 171 1959 5-40 yrs. Romanelli Shops 219 1,026 1,245 48 1925 5-40 yrs. Seville Shops West 300 11,901 12,201 270 1999 5-40 yrs. Seville Square -- 20,973 20,973 281 1999 5-40 yrs. Swanson Block 949 9,435 10,384 406 1967 5-40 yrs. Theater Block 1,197 14,265 15,462 523 1928 5-40 yrs. Time Block Retail 1,292 14,690 15,982 559 1929 5-40 yrs. Triangle 308 3,231 3,539 143 1925 5-40 yrs.
F-37
Cost Capitalized Subsequent Initial Cost to Acquisition ----------------------- -------------------------- 1999 Building & Building & Description Encumbrance Land Improvements Land Improvements - ------------------------------- --------------- -------- -------------- ----------- -------------- Cole Garden Apartments -- 22 122 (22) (122) Corinth Gardens -- 283 1,603 -- 77 Coach House North 8,000 1,604 9,092 -- 182 Coach House South 20,000 3,707 21,008 -- 246 Coach Lamp -- 870 4,929 -- 158 Corinth Paddock -- 1,050 5,949 -- 171 Corinth Place 4,500 639 3,623 -- 53 Rental Houses -- -- 939 -- 1 Kenilworth 7,153 2,160 12,240 -- 342 Kirkwood Circle -- 3,000 -- -- -- Mission Valley 1,053 576 3,266 -- 76 Neptune 4,447 1,073 6,079 -- 151 Parklane -- 273 1,548 -- 23 Penn Wick Apartments -- 31 175 (31) (175) Regency House 4,183 1,853 10,500 -- 1,124 St. Charles Apartments -- 29 164 -- (1) Sulgrave 7,768 2,621 14,855 -- 1,088 Tama Apartments -- 16 93 (16) (93) Wornall Road Apartments -- 30 171 -- -- 4900 Main Building -- 3,202 12,809 -- 165 63rd & Brookside Building -- 71 283 -- 7 Balcony Office (9) 65 585 -- 85 Bannister Business Center 1,106 306 713 -- 174 Challenger Inc. 19,000 13,475 -- 5,620 -- Esplanade Block Office (9) 375 3,374 -- 261 Marley Continental Homes -- 180 1,620 -- -- of KS Millcreek Office (9) 79 717 -- 146 Land - Missouri -- 4,665 188 (434) -- Nichols Block Office (9) 74 668 -- 62 One Ward Parkway -- 666 2,663 -- 240 Plaza Land Company -- 50 -- (50) -- Park Plaza Building (9) 1,352 5,409 27 1,848 Parkway Building -- 395 1,578 -- 168 Romanelli Annex Office -- 73 294 -- 8 Building Red Bridge Professional -- 405 1,621 -- 133 Building Two Brush Creek Plaza -- 961 3,845 -- 175 Theatre Block Office (9) 242 2,179 -- -- Time Block Office (9) 199 1,792 -- 248 Memphis, TN Atrium I & II -- 1,530 6,121 40 258 Centrum -- 1,013 5,488 -- 248 Colonnade -- 1,300 7,994 -- -- Hickory Hill Medical Plaza -- 398 2,256 -- 8 3400 Players Club Parkway (11) 1,005 5,515 -- -- International Place Phase II -- 4,847 27,469 -- 1,140 Kirby Centre -- 525 2,973 -- 114 International Place -- 2,566 -- -- -- Phase III Southwind Office Center A -- 996 5,643 -- 239 Southwind Office Center B -- 1,356 7,684 -- 312 Southwind Office Center D -- 744 6,232 -- -- Southwind Office Center C (11) 1,070 5,924 -- -- Norfolk, VA Battlefield Business -- 774 4,387 -- 146 Center II Greenbriar Business Center -- 936 5,305 -- 56 Hampton Center Two -- 945 6,567 -- -- Riverside II -- 2 9,148 -- -- Riverside Building -- 1,495 5,963 (1,495) (5,963) Nashville, TN 3322 West End -- 3,021 27,266 -- -- 3401 Westend -- 6,103 23,343 84 2,104 5310 Maryland Way -- 1,923 7,360 20 152 Ayers Land -- 1,164 -- -- -- Gross Amount at Which Carried at Close of Period Life on --------------------------------- Which Building & Accumulated Date of Depreciation Description Land Improvements Total Depreciation Construction is Computed - ------------------------------- -------- -------------- --------- -------------- -------------- ------------- Cole Garden Apartments -- -- -- -- 1960 5-40 yrs. Corinth Gardens 283 1,680 1,963 63 1961 5-40 yrs. Coach House North 1,604 9,274 10,878 345 1986 5-40 yrs. Coach House South 3,707 21,254 24,961 780 1984 5-40 yrs. Coach Lamp 870 5,087 5,957 187 1961 5-40 yrs. Corinth Paddock 1,050 6,120 7,170 227 1973 5-40 yrs. Corinth Place 639 3,676 4,315 135 1987 5-40 yrs. Rental Houses -- 940 940 17 N/A 5-40 yrs. Kenilworth 2,160 12,582 14,742 466 1965 5-40 yrs. Kirkwood Circle 3,000 -- 3,000 -- N/A N/A Mission Valley 576 3,342 3,918 123 1964 5-40 yrs. Neptune 1,073 6,230 7,303 227 1988 5-40 yrs. Parklane 273 1,571 1,844 58 1924 5-40 yrs. Penn Wick Apartments -- -- -- -- 1965 5-40 yrs. Regency House 1,853 11,624 13,477 479 1960 5-40 yrs. St. Charles Apartments 29 163 192 3 1922 5-40 yrs. Sulgrave 2,621 15,943 18,564 603 1967 5-40 yrs. Tama Apartments -- -- -- -- 1965 5-40 yrs. Wornall Road Apartments 30 171 201 6 1918 5-40 yrs. 4900 Main Building 3,202 12,974 16,176 506 1986 5-40 yrs. 63rd & Brookside Building 71 290 361 11 1919 5-40 yrs. Balcony Office 65 670 735 22 1928 5-40 yrs. Bannister Business Center 306 887 1,193 51 1985 5-40 yrs. Challenger Inc. 19,095 -- 19,095 -- N/A N/A Esplanade Block Office 375 3,635 4,010 129 1945 5-40 yrs. Marley Continental Homes 180 1,620 1,800 59 N/A 5-40 yrs. of KS Millcreek Office 79 863 942 28 1925 5-40 yrs. Land - Missouri 4,231 188 4,419 7 N/A 5-40 yrs. Nichols Block Office 74 730 804 32 1938 5-40 yrs. One Ward Parkway 666 2,903 3,569 166 1980 5-40 yrs. Plaza Land Company -- -- -- -- N/A N/A Park Plaza Building 1,379 7,257 8,636 294 1983 5-40 yrs. Parkway Building 395 1,746 2,141 95 1906-1910 5-40 yrs. Romanelli Annex Office 73 302 375 11 1963 5-40 yrs. Building Red Bridge Professional 405 1,754 2,159 76 1972 5-40 yrs. Building Two Brush Creek Plaza 961 4,020 4,981 176 1983 5-40 yrs. Theatre Block Office 242 2,179 2,421 80 1928 5-40 yrs. Time Block Office 199 2,040 2,239 78 1945 5-40 yrs. Memphis, TN Atrium I & II 1,570 6,379 7,949 479 1984 5-40 yrs. Centrum 1,013 5,736 6,749 355 1979 5-40 yrs. Colonnade 1,300 7,994 9,294 574 1998 5-40 yrs. Hickory Hill Medical Plaza 398 2,264 2,662 187 1988 5-40 yrs. 3400 Players Club Parkway 1,005 5,515 6,520 628 1997 5-40 yrs. International Place Phase II 4,847 28,609 33,456 2,619 1988 5-40 yrs. Kirby Centre 525 3,087 3,612 256 1984 5-40 yrs. International Place 2,566 -- 2,566 -- N/A N/A Phase III Southwind Office Center A 996 5,882 6,878 494 1991 5-40 yrs. Southwind Office Center B 1,356 7,996 9,352 701 1990 5-40 yrs. Southwind Office Center D 744 6,232 6,976 59 1999 5-40 yrs. Southwind Office Center C 1,070 5,924 6,994 155 1998 5-40 yrs. Norfolk, VA Battlefield Business 774 4,533 5,307 364 1987 5-40 yrs. Center II Greenbriar Business Center 936 5,361 6,297 448 1984 5-40 yrs. Hampton Center Two 945 6,567 7,512 102 1999 5-40 yrs. Riverside II 2 9,148 9,150 213 1999 5-40 yrs. Riverside Building -- -- -- -- 1988 5-40 yrs. Nashville, TN 3322 West End 3,021 27,266 30,287 143 1986 5-40 yrs. 3401 Westend 6,187 25,447 31,634 2,608 1982 5-40 yrs. 5310 Maryland Way 1,943 7,512 9,455 672 1994 5-40 yrs. Ayers Land 1,164 -- 1,164 -- N/A N/A
F-38
Cost Capitalized Subsequent Initial Cost to Acquisition --------------------------- -------------------------- 1999 Building & Building & Description Encumbrance Land Improvements Land Improvements - ------------------------------- ------------- -------- ------------------ ----------- -------------- Southpointe -- 1,655 9,059 -- -- BNA Corporate Center 11,265 -- 22,588 -- 1,552 Caterpillar Financial Center -- -- 2,964 -- -- Century City Plaza I -- 903 3,612 -- 388 Cool Springs - Building II -- 10,225 -- -- -- Cool Springs I -- 1,983 13,854 -- -- Eastpark 1, 2, 3 3,801 3,137 11,842 (133) 716 Grassmere -- 1,779 --(19) (348) -- Grassmere I -- 1,251 7,091 350 1,062 Grassmere II -- 2,260 12,804 -- 371 Grassmere III -- 1,340 7,592 -- 5 Highwoods Plaza I -- 1,772 9,029 -- -- Highwoods Plaza II -- 1,448 6,948 -- 1,239 Harpeth on the Green II -- 1,419 5,677 1 392 Harpeth on the Green III -- 1,658 6,633 2 362 Harpeth on the Green IV -- 1,709 6,835 5 640 Harpeth on the Green V -- 662 5,771 -- -- Lakeview Ridge -- 2,208 7,545 -- 138 Lakeview Ridge II -- 605 5,883 -- -- Lakeview Ridge III -- 1,073 9,708 -- -- Ridge Development -- 1,960 --(20) (1,960) -- The Sparrow Building -- 1,262 5,047 -- 150 Grassmere/Thousdale Land -- 760 -- -- -- Winners Circle -- 1,495 7,072 2 223 Westwood South -- 2,106 10,517 -- -- Orlando, FL Sunport Center -- 1,505 9,777 -- 107 Oakridge Center -- 4,700 18,761 -- 805 Corporate Square -- 900 1,717 (900) (1,717) Executive Point Towers -- 2,200 7,230 (2,200) (7,230) Sandlake Southwest 3,439 1,025 4,049 -- 22 Lakeview Office Park -- 5,400 13,994 (5,400) (13,994) 2699 Lee Road Building -- 1,500 6,003 (1,500) (6,003) Lake Mary Land -- 2,788 -- -- -- MetroWest Center -- 1,344 7,618 -- 197 Landmark I -- 6,785 28,243 -- 602 Landmark II -- 6,785 28,206 -- 127 C N A Maitland I -- 1,858 16,129 (1,858) (16,129) Maitland Building B -- 1,115 8,121 -- 315 C N A Maitland II -- 743 2,639 (743) (2,639) Hard Rock Cafe -- 1,305 3,570 (1,305) (2,409) Metro West Land -- 5,505 -- -- -- One Winter Park -- 1,000 3,652 (1,000) (3,652) The Palladium -- 1,400 5,500 (1,400) (5,500) 201 Pine Street Building -- 4,400 29,836 -- 1,424 Capital Plaza -- -- -- -- 14 Capital Plaza III -- -- -- 2,970 -- Pine Street Parking -- 1,030 8,087 -- -- Premier Point North -- 800 3,037 (800) (3,037) Premier Point South -- 600 3,404 (600) (3,404) Interlachen Village 2,055 1,100 2,689 -- 47 Signature Plaza -- 4,300 30,294 2 2,348 Skyline Center -- 700 2,748 (700) (2,748) Southwest Corporate -- 991 5,613 (991) (5,613) Center Research Triangle, NC Blue Ridge II -- 463 1,485 -- -- Blue Ridge I -- 722 4,538 -- 1,051 3404 North Duke Street -- 879 3,522 (879) (3,522) Fairfield II -- 910 3,647 (910) (3,647) 3600 Glenwood Avenue -- -- 10,994 -- -- 3645 Trust Drive - One -- 520 2,949 268 441 North Commerce Center 3737 Glenwood Ave. -- -- 15,889 -- -- 4020 North Roxboro Road -- 675 2,708 (675) (2,708) 4101 North Roxboro Road -- 1,059 4,243 (1,059) (4,243) Gross Amount at Which Carried at Close of Period Life on -------------------------------- Which Building & Accumulated Date of Depreciation Description Land Improvements Total Depreciation Construction is Computed - ------------------------------- -------- -------------- -------- -------------- -------------- ------------- Southpointe 1,655 9,059 10,714 655 1998 5-40 yrs. BNA Corporate Center -- 24,140 24,140 2,338 1985 5-40 yrs. Caterpillar Financial Center -- 2,964 2,964 -- 1999 5-40 yrs. Century City Plaza I 903 4,000 4,903 465 1987 5-40 yrs. Cool Springs - Building II 10,225 -- 10,225 -- N/A N/A Cool Springs I 1,983 13,854 15,837 608 1999 5-40 yrs. Eastpark 1, 2, 3 3,004 12,558 15,562 1,370 1978 5-40 yrs. Grassmere 1,431 -- 1,431 -- N/A N/A Grassmere I 1,601 8,153 9,754 708 1984 5-40 yrs. Grassmere II 2,260 13,175 15,435 1,181 1985 5-40 yrs. Grassmere III 1,340 7,597 8,937 631 1990 5-40 yrs. Highwoods Plaza I 1,772 9,029 10,801 1,283 1996 5-40 yrs. Highwoods Plaza II 1,448 8,187 9,635 1,034 1997 5-40 yrs. Harpeth on the Green II 1,420 6,069 7,489 558 1984 5-40 yrs. Harpeth on the Green III 1,660 6,995 8,655 605 1987 5-40 yrs. Harpeth on the Green IV 1,714 7,475 9,189 684 1989 5-40 yrs. Harpeth on the Green V 662 5,771 6,433 493 1998 5-40 yrs. Lakeview Ridge 2,208 7,683 9,891 693 1986 5-40 yrs. Lakeview Ridge II 605 5,883 6,488 450 1998 5-40 yrs. Lakeview Ridge III 1,073 9,708 10,781 216 1999 5-40 yrs. Ridge Development -- -- -- -- N/A N/A The Sparrow Building 1,262 5,197 6,459 425 1982 5-40 yrs. Grassmere/Thousdale Land 760 -- 760 -- N/A N/A Winners Circle 1,497 7,295 8,792 411 1987 5-40 yrs. Westwood South 2,106 10,517 12,623 112 1999 5-40 yrs. Orlando, FL Sunport Center 1,505 9,884 11,389 551 1990 5-40 yrs. Oakridge Center 4,700 19,566 24,266 1,096 1966-1992 5-40 yrs. Corporate Square -- -- -- -- 1971 5-40 yrs. Executive Point Towers -- -- -- -- 1978 5-40 yrs. Sandlake Southwest 1,025 4,071 5,096 157 1986 5-40 yrs. Lakeview Office Park -- -- -- -- 1975 5-40 yrs. 2699 Lee Road Building -- -- -- -- 1974 5-40 yrs. Lake Mary Land 2,788 -- 2,788 -- N/A N/A MetroWest Center 1,344 7,815 9,159 677 1988 5-40 yrs. Landmark I 6,785 28,845 35,630 1,427 1983 5-40 yrs. Landmark II 6,785 28,333 35,118 1,357 1985 5-40 yrs. C N A Maitland I -- -- 312 -- 1998 5-40 yrs. Maitland Building B 1,115 8,436 9,236 58 1999 5-40 yrs. C N A Maitland II -- -- 3 -- 1998 5-40 yrs. Hard Rock Cafe -- 1,161 1,161 -- 1998 5-40 yrs. Metro West Land 5,505 -- 5,505 -- N/A N/A One Winter Park -- -- -- -- 1982 5-40 yrs. The Palladium -- -- -- -- 1988 5-40 yrs. 201 Pine Street Building 4,400 31,260 35,660 1,863 1980 5-40 yrs. Capital Plaza -- 14 14 -- N/A 5-40 yrs. Capital Plaza III 2,970 -- 2,970 -- 1999 5-40 yrs. Pine Street Parking 1,030 8,087 9,117 141 1999 5-40 yrs. Premier Point North -- -- -- -- 1983 5-40 yrs. Premier Point South -- -- -- -- 1983 5-40 yrs. Interlachen Village 1,100 2,736 3,836 163 1987 5-40 yrs. Signature Plaza 4,302 32,642 36,944 2,046 1986 5-40 yrs. Skyline Center -- -- -- -- 1985 5-40 yrs. Southwest Corporate -- -- -- -- 1984 5-40 yrs. Center Research Triangle, NC Blue Ridge II 463 1,485 1,948 482 1988 5-40 yrs. Blue Ridge I 722 5,589 6,311 907 1982 5-40 yrs. 3404 North Duke Street -- -- 4 -- 1985 5-40 yrs. Fairfield II -- -- -- -- 1989 5-40 yrs. 3600 Glenwood Avenue -- 10,994 10,994 767 1986 5-40 yrs. 3645 Trust Drive - One 788 3,390 4,178 271 1984 5-40 yrs. North Commerce Center 3737 Glenwood Ave. -- 15,889 15,889 95 1999 5-40 yrs. 4020 North Roxboro Road -- -- -- -- 1989 5-40 yrs. 4101 North Roxboro Road -- -- 20 -- 1984 5-40 yrs.
F-39
Cost Capitalized Subsequent Initial Cost to Acquisition --------------------------- -------------------------- 1999 Building & Building & Description Encumbrance Land Improvements Land Improvements - ---------------------------- ------------- -------- ------------------ ----------- -------------- Fairfield I -- 805 3,227 (805) (3,227) 4101 Research Commons -- 1,349 6,928 -- -- 4201 Research Commons -- 1,204 7,715 -- 2,423 4301 Research Commons -- 900 7,425 -- 708 4401 Research Commons -- 1,249 8,929 -- 4,973 4501 Research Commons -- 785 4,448 -- 1,235 4800 North Park -- 2,678 17,673 -- 332 4900 North Park 1,389 770 1,989 -- 275 5000 North Park (11) 1,010 4,697 -- 1,134 5200 Green's Dairy - One -- 169 959 -- 205 North Commerce Center 5220 Green's Dairy - One -- 382 2,165 -- 107 North Commerce Center 5301 Departure Drive -- 882 5,000 -- 6 4000 Aerial Center -- 541 2,163 (541) (2,163) Amica -- 289 1,517 -- 80 Arrowwood -- 955 3,406 -- 633 Aspen -- 560 2,088 -- 453 Birchwood -- 201 907 -- 53 BTI -- -- 15,504 -- 3,897 BTI Houses -- 250 250 -- -- Capital Center -- 851 --(15) (474) -- Cedar East -- 563 2,491 -- 330 Cedar West -- 563 2,475 -- 623 Clintrials Land Parcel 2 -- 657 -- -- -- Clintrials Land Parcel 3 -- 548 -- -- -- Clintrials Research -- 2,497 12,798 (2,497) (12,798) Colony Corporate Center -- 613 3,296 -- 696 Concourse -- 986 12,069 -- 1,779 Cape Fear -- 131 -- -- 2,627 Creekstone Crossing -- 728 3,841 -- 100 Cotton -- 460 1,844 (460) (1,844) Catawba -- 125 1,635 -- 293 Cottonwood -- 609 3,253 -- 8 Cypress -- 567 1,729 -- 288 Dogwood -- 766 2,777 -- 23 EPA Annex -- 2,601 10,920 -- 109 Expressway Warehouse -- 242 -- 4 1,929 Global Software (11) 465 7,471 -- -- Hawthorn -- 904 3,782 -- 238 Highwoods Health Club -- 142 524 -- 2,516 Holiday Inn Reservations -- 867 2,735 -- 136 Center Holly -- 300 1,144 -- 45 Healthsource -- 1,294 10,593 10 1,696 Highwoods Tower One (11) 203 16,914 -- 547 Highwoods Centre -- 532 7,902 -- -- Ironwood -- 319 1,276 -- 364 Kaiser -- 133 3,625 -- 759 Laurel -- 884 2,524 -- 449 Lake Plaza East -- 856 4,893 -- 696 Highwoods Office Center -- 1,103 49(16) (746) -- North Highwoods Office Center -- 2,518 -- -- -- South Leatherwood -- 213 851 -- 445 Martin Land -- -- -- 3,361 -- A4 Health Systems -- 717 3,418 -- 1,300 Creekstone Park -- 796 --(17) (647) -- Northpark I -- 405 -- 93 3,782 North Park - Land -- 962 -- 510 -- Phase I - One North -- 768 4,353 -- 330 Commerce Center \`W' Building - One North -- 1,163 6,592 -- 1,484 Commerce Center Overlook -- 398 10,401 -- -- Pamlico/Roanoke -- 269 -- 20 11,087 Gross Amount at Which Carried at Close of Period Life on --------------------------------- Which Building & Accumulated Date of Depreciation Description Land Improvements Total Depreciation Construction is Computed - ---------------------------- -------- -------------- --------- -------------- -------------- ------------- Fairfield I -- -- -- -- 1987 5-40 yrs. 4101 Research Commons 1,349 6,928 8,277 49 1999 5-40 yrs. 4201 Research Commons 1,204 10,138 11,342 2,601 1991 5-40 yrs. 4301 Research Commons 900 8,133 9,033 959 1989 5-40 yrs. 4401 Research Commons 1,249 13,902 15,151 3,817 1987 5-40 yrs. 4501 Research Commons 785 5,683 6,468 1,008 1985 5-40 yrs. 4800 North Park 2,678 18,005 20,683 2,555 1985 5-40 yrs. 4900 North Park 770 2,264 3,034 387 1984 5-40 yrs. 5000 North Park 1,010 5,831 6,841 1,186 1980 5-40 yrs. 5200 Green's Dairy - One 169 1,164 1,333 93 1984 5-40 yrs. North Commerce Center 5220 Green's Dairy - One 382 2,272 2,654 211 1984 5-40 yrs. North Commerce Center 5301 Departure Drive 882 5,006 5,888 416 1984 5-40 yrs. 4000 Aerial Center -- -- -- -- 1992 5-40 yrs. Amica 289 1,597 1,886 282 1983 5-40 yrs. Arrowwood 955 4,039 4,994 684 1979 5-40 yrs. Aspen 560 2,541 3,101 437 1980 5-40 yrs. Birchwood 201 960 1,161 159 1983 5-40 yrs. BTI -- 19,401 19,401 786 1995 5-40 yrs. BTI Houses 250 250 500 8 N/A 5-40 yrs. Capital Center 377 -- 377 -- N/A N/A Cedar East 563 2,821 3,384 488 1981 5-40 yrs. Cedar West 563 3,098 3,661 631 1981 5-40 yrs. Clintrials Land Parcel 2 657 -- 657 -- N/A N/A Clintrials Land Parcel 3 548 -- 548 -- N/A N/A Clintrials Research -- -- -- -- 1998 5-40 yrs. Colony Corporate Center 613 3,992 4,605 700 1985 5-40 yrs. Concourse 986 13,848 14,834 1,981 1986 5-40 yrs. Cape Fear 131 2,627 2,758 1,624 1979 5-40 yrs. Creekstone Crossing 728 3,941 4,669 475 1990 5-40 yrs. Cotton -- -- -- -- 1972 5-40 yrs. Catawba 125 1,928 2,053 1,156 1980 5-40 yrs. Cottonwood 609 3,261 3,870 465 1983 5-40 yrs. Cypress 567 2,017 2,584 347 1980 5-40 yrs. Dogwood 766 2,800 3,566 390 1983 5-40 yrs. EPA Annex 2,601 11,029 13,630 1,354 1966 5-40 yrs. Expressway Warehouse 246 1,929 2,175 465 1990 5-40 yrs. Global Software 465 7,471 7,936 1,340 1996 5-40 yrs. Hawthorn 904 4,020 4,924 1,916 1987 5-40 yrs. Highwoods Health Club 142 3,040 3,182 173 1998 5-40 yrs. Holiday Inn Reservations 867 2,871 3,738 414 1984 5-40 yrs. Center Holly 300 1,189 1,489 196 1984 5-40 yrs. Healthsource 1,304 12,289 13,593 1,283 1996 5-40 yrs. Highwoods Tower One 203 17,461 17,664 3,989 1991 5-40 yrs. Highwoods Centre 532 7,902 8,434 289 1998 5-40 yrs. Ironwood 319 1,640 1,959 344 1978 5-40 yrs. Kaiser 133 4,384 4,517 1,512 1988 5-40 yrs. Laurel 884 2,973 3,857 409 1982 5-40 yrs. Lake Plaza East 856 5,589 6,445 1,137 1984 5-40 yrs. Highwoods Office Center 357 49 406 15 N/A N/A North Highwoods Office Center 2,518 -- 2,518 -- N/A N/A South Leatherwood 213 1,296 1,509 283 1979 5-40 yrs. Martin Land 3,361 -- 3,361 -- N/A N/A A4 Health Systems 717 4,718 5,435 624 1996 5-40 yrs. Creekstone Park 149 -- 149 -- N/A N/A Northpark I 498 3,782 4,280 343 1997 5-40 yrs. North Park - Land 1,472 -- 1,472 -- N/A N/A Phase I - One North 768 4,683 5,451 442 1981 5-40 yrs. Commerce Center \`W' Building - One North 1,163 8,076 9,239 838 1983 5-40 yrs. Commerce Center Overlook 398 10,401 10,799 173 1999 5-40 yrs. Pamlico/Roanoke 289 11,087 11,376 2,973 1980 5-40 yrs.
F-40
Cost Capitalized Subsequent Initial Cost to Acquisition ----------------------- --------------------------- 1999 Building & Building & Description Encumbrance Land Improvements Land Improvements - ----------------------------- -------------- -------- -------------- ------------ -------------- Phoenix -- 394 2,019 (394) (2,019) Raleigh Corp Center Lot D -- -- -- 2,039 -- Red Oak at Highwoods -- 389 6,086 -- -- Rexwoods Center I (4) 775 -- 103 3,701 Rexwoods II -- 355 -- 7 1,851 Rexwoods III -- 886 -- 34 2,920 Rexwoods IV -- 586 -- -- 3,640 Rexwoods V -- 1,301 5,979 -- -- Riverbirch (11) 448 -- 21 4,506 Situs I (11) 693 2,917 (1) 1,480 Situs II -- 718 5,950 -- -- Six Forks Center I -- 666 2,663 -- 485 Six Forks Center II -- 1,086 4,345 -- 462 Six Forks Center III (11) 862 4,411 -- 425 Smoketree Tower -- 2,353 11,802 -- 4,604 South Square I (4) 606 3,785 -- 832 South Square II -- 525 4,710 -- 289 Sycamore (11) 255 5,830 -- -- Building 2A - Triangle (4) 377 4,004 -- 858 Business Center Building 2B - Triangle (4) 118 1,225 -- 213 Business Center Building 3 - Triangle (4) 409 5,349 -- 660 Business Center Building 7 - Triangle (4) 414 6,301 -- 670 Business Center Weston -- 1,544 -- -- -- Willow Oak (11) 458 4,685 -- 1,834 Richmond, VA Innsbrook Centre -- 914 6,768 -- -- Highwoods Distribution 735 -- -- 5,575 -- Center Airport Center I -- 708 4,374 -- 998 Airport Center 2 -- 362 2,896 -- 215 Capital One Building I -- 1,278 10,690 -- -- Capital One Building II -- 477 3,946 -- -- Capital One Building III -- 1,278 11,515 -- -- Capital One Parking Deck -- -- 2,288 -- -- 1309 Cary Street -- 171 685 -- 99 4900 Cox -- 1,324 5,305 -- 165 Technology Park 1 -- 541 2,166 -- 182 East Shore I -- -- 1,254 -- -- East Shore II -- 907 6,662 -- -- East Shore III -- -- 2,220 -- -- Grove Park II -- 902 -- -- -- Grove Park -- 349 2,685 364 3,069 Highwoods Distribution -- 517 5,714 -- -- Center Highwoods One (11) 1,846 8,613 -- 1,953 Richfood Holdings Building -- 785 5,170 -- 1,375 End of Cox Road Land -- 966 -- (21) (966) -- North Shore Commons -- 71 -- -- -- Highwoods Five -- 806 4,948 -- 979 Sadler & Cox Land 239 -- -- 1,682 -- Highwoods Common -- 547 4,342 2 -- Liberty Mutual Building 3,263 1,205 4,819 -- 618 Waterfront Plaza (5) 585 2,347 -- 670 Mercer Plaza -- 1,556 12,350 -- -- Markel-American -- 1,372 8,667 -- 934 North Park Building -- 2,163 8,659 -- 440 Hamilton Beach Building (5) 1,086 4,344 -- 496 One Shockoe Plaza -- -- 19,324 -- -- Westshore I -- 358 1,431 -- 30 Westshore II -- 545 2,181 -- 36 Westshore III -- 961 3,601 -- 1,254 Stony Point I -- 1,384 11,445 -- 989 Stony Point II -- 1,561 10,949 -- -- Gross Amount at Which Carried at Close of Period Life on --------------------------------- Which Building & Accumulated Date of Depreciation Description Land Improvements Total Depreciation Construction is Computed - ----------------------------- -------- -------------- --------- -------------- -------------- ------------- Phoenix -- -- -- -- 1990 5-40 yrs. Raleigh Corp Center Lot D 2,039 -- 2,039 -- N/A N/A Red Oak at Highwoods 389 6,086 6,475 172 1999 5-40 yrs. Rexwoods Center I 878 3,701 4,579 1,031 1990 5-40 yrs. Rexwoods II 362 1,851 2,213 293 1993 5-40 yrs. Rexwoods III 920 2,920 3,840 631 1992 5-40 yrs. Rexwoods IV 586 3,640 4,226 791 1995 5-40 yrs. Rexwoods V 1,301 5,979 7,280 476 1998 5-40 yrs. Riverbirch 469 4,506 4,975 1,312 1987 5-40 yrs. Situs I 692 4,397 5,089 893 1996 5-40 yrs. Situs II 718 5,950 6,668 345 1998 5-40 yrs. Six Forks Center I 666 3,148 3,814 379 1982 5-40 yrs. Six Forks Center II 1,086 4,807 5,893 579 1983 5-40 yrs. Six Forks Center III 862 4,836 5,698 700 1987 5-40 yrs. Smoketree Tower 2,353 16,406 18,735 2,813 1984 5-40 yrs. South Square I 606 4,617 5,223 717 1988 5-40 yrs. South Square II 525 4,999 5,524 715 1989 5-40 yrs. Sycamore 255 5,830 6,085 664 1997 5-40 yrs. Building 2A - Triangle 377 4,862 5,239 1,113 1984 5-40 yrs. Business Center Building 2B - Triangle 118 1,438 1,556 284 1984 5-40 yrs. Business Center Building 3 - Triangle 409 6,009 6,418 1,337 1988 5-40 yrs. Business Center Building 7 - Triangle 414 6,971 7,385 1,135 1986 5-40 yrs. Business Center Weston 1,544 -- 1,544 -- N/A N/A Willow Oak 458 6,519 6,977 1,610 1995 5-40 yrs. Richmond, VA Innsbrook Centre 914 6,768 7,682 7 1989 5-40 yrs. Highwoods Distribution 5,575 -- 5,575 -- N/A N/A Center Airport Center I 708 5,372 6,080 494 1997 5-40 yrs. Airport Center 2 362 3,111 3,473 134 1998 5-40 yrs. Capital One Building I 1,278 10,690 11,968 131 1999 5-40 yrs. Capital One Building II 477 3,946 4,423 44 1999 5-40 yrs. Capital One Building III 1,278 11,515 12,793 49 1999 5-40 yrs. Capital One Parking Deck -- 2,288 2,288 20 1999 5-40 yrs. 1309 Cary Street 171 784 955 71 1987 5-40 yrs. 4900 Cox 1,324 5,470 6,794 581 1991 5-40 yrs. Technology Park 1 541 2,348 2,889 265 1991 5-40 yrs. East Shore I -- 1,254 1,254 -- N/A N/A East Shore II 907 6,662 7,569 139 1999 5-40 yrs. East Shore III -- 2,220 2,220 -- 1999 5-40 yrs. Grove Park II 902 -- 902 -- N/A N/A Grove Park 713 5,754 6,467 487 1997 5-40 yrs. Highwoods Distribution 517 5,714 6,231 98 1999 5-40 yrs. Center Highwoods One 1,846 10,566 12,412 1,501 1996 5-40 yrs. Richfood Holdings Building 785 6,545 7,330 540 1997 5-40 yrs. End of Cox Road Land -- -- -- -- N/A N/A North Shore Commons 71 -- 71 -- N/A N/A Highwoods Five 806 5,927 6,733 201 1998 5-40 yrs. Sadler & Cox Land 1,682 -- 1,682 -- N/A N/A Highwoods Common 549 4,342 4,891 48 1999 5-40 yrs. Liberty Mutual Building 1,205 5,437 6,642 465 1990 5-40 yrs. Waterfront Plaza 585 3,017 3,602 372 1988 5-40 yrs. Mercer Plaza 1,556 12,350 13,906 13 1984 5-40 yrs. Markel-American 1,372 9,601 10,973 435 1998 5-40 yrs. North Park Building 2,163 9,099 11,262 845 1989 5-40 yrs. Hamilton Beach Building 1,086 4,840 5,926 502 1986 5-40 yrs. One Shockoe Plaza -- 19,324 19,324 1,510 1996 5-40 yrs. Westshore I 358 1,461 1,819 144 1995 5-40 yrs. Westshore II 545 2,217 2,762 210 1995 5-40 yrs. Westshore III 961 4,855 5,816 535 1997 5-40 yrs. Stony Point I 1,384 12,434 13,818 698 1990 5-40 yrs. Stony Point II 1,561 10,949 12,510 128 1999 5-40 yrs.
F-41
Cost Capitalized Subsequent Initial Cost to Acquisition --------------------- -------------------------- 1999 Building & Building & Description Encumbrance Land Improvements Land Improvements - ----------------------------- ------------- ------- -------------- ----------- -------------- Stony Point III -- 2,546 -- -- -- Technology Park 2 -- 264 1,058 -- 49 Virginia Center Technology -- 1,438 5,858 (1,438) (5,858) Park Vantage Place-A -- 203 811 -- 150 Vantage Place-B -- 233 931 -- 141 Vantage Place-C -- 235 940 -- 86 Vantage Place-D -- 218 873 -- 187 Vantage Point -- 1,089 4,354 -- 633 South Florida 2828 Coral Way Building -- 1,100 4,303 (1,100) (4,303) The Atrium at Coral Gables -- 3,000 16,398 (3,000) (16,398) Atrium West -- 1,300 5,564 (1,300) (5,564) Avion -- 800 4,307 (800) (4,307) Centrum Plaza -- 1,000 3,545 (1,000) (3,545) Comeau Building -- 460 3,683 (460) (3,683) Corporate Square -- 1,750 3,385 (1,750) (3,385) Dadeland Towers North -- 3,700 18,571 (3,700) (18,571) Debartolo Land -- 1,727 -- -- -- Highwoods Court at Doral -- 3,423 13,692 (3,423) (13,692) The 1800 Eller Drive -- -- 9,724 -- 491 Building Emerald Hills Plaza I -- 1,450 5,830 (1,450) (5,830) Emerald Hills Plaza II -- 1,450 7,030 (1,450) (7,030) Gulf Atlantic Center -- -- 11,237 -- (11,237) Horizon One -- 998 6,070 (998) (6,070) Highwoods Park H1 -- 215 542 (215) (542) Highwoods Park H2 -- 532 1,838 (532) (1,838) Highwoods Park A -- 462 1,680 (462) (1,680) Highwoods Park B -- 388 1,362 (388) (1,362) Highwoods Park C -- 1,121 3,962 (1,121) (3,962) Highwoods Park D -- 1,123 3,865 (1,123) (3,865) Highwoods Park E -- 1,142 3,981 (1,142) (3,981) Highwoods Park F -- 382 1,284 (382) (1,284) Highwoods Park G -- 346 2,155 (346) (2,155) Highwoods Park J -- 326 2,380 (326) (2,380) Highwoods Park L -- 6,375 -- (6,375) -- Highwoods Park M -- 714 4,133 (714) (4,133) Highwoods Park N -- -- 114 -- (114) Highwoods Park P -- -- 96 -- (96) Palm Beach Gardens Office -- 1,000 4,510 (1,000) (4,510) Park Pine Island Commons -- 1,750 4,175 (1,750) (4,175) Sheraton Design Center -- 1,000 4,040 (1,000) (4,040) Sunset Station Plaza -- 660 7,721 (660) (7,721) Venture Corporate Center I -- 1,867 7,458 (1,867) (7,458) Venture Corporate -- 1,867 8,837 (1,867) (8,837) Center II Venture Corporate -- 1,867 8,838 (1,867) (8,838) Center III Tampa, FL 5400 Gray Street -- 350 295 -- 5 Anchor Glass -- 1,281 11,034 -- -- Atrium -- 1,639 9,286 (287) 1,753 7201 - 7243B Bryan Dairy -- 352 2,398 (352) (2,398) 7245 - 7279 Bryan Dairy -- 352 2,396 (352) (2,396) Benjamin Center #7 -- 296 1,678 (296) (1,678) Benjamin Center #9 -- 300 1,699 (300) (1,699) Brandywine I -- 667 1,904 (667) (1,904) Brandywine II -- 483 965 (483) (965) Bayshore Place 6,316 2,248 10,323 -- 162 Bay View -- 1,304 5,964 -- 118 Bay Vista Garden Center (8) 447 4,777 -- 11 Bay Vista Garden Center II (8) 1,328 6,981 134 400 Bay Vista Office Center (8) 935 4,480 -- 169 Bay Vista Retail Center (8) 283 1,135 -- 23 Countryside Place -- 843 3,731 -- 114 Gross Amount at Which Carried at Close of Period Life on -------------------------------- Which Building & Accumulated Date of Depreciation Description Land Improvements Total Depreciation Construction is Computed - ----------------------------- ------- -------------- --------- -------------- -------------- ------------- Stony Point III 2,546 -- 2,546 -- N/A N/A Technology Park 2 264 1,107 1,371 127 1991 5-40 yrs. Virginia Center Technology -- -- -- -- 1985 5-40 yrs. Park Vantage Place-A 203 961 1,164 141 1987 5-40 yrs. Vantage Place-B 233 1,072 1,305 128 1988 5-40 yrs. Vantage Place-C 235 1,026 1,261 134 1987 5-40 yrs. Vantage Place-D 218 1,060 1,278 165 1988 5-40 yrs. Vantage Point 1,089 4,987 6,076 588 1990 5-40 yrs. South Florida 2828 Coral Way Building -- -- -- -- 1985 5-40 yrs. The Atrium at Coral Gables -- -- -- -- 1984 5-40 yrs. Atrium West -- -- -- -- 1983 5-40 yrs. Avion -- -- -- -- 1985 5-40 yrs. Centrum Plaza -- -- -- -- 1988 5-40 yrs. Comeau Building -- -- -- -- 1926 5-40 yrs. Corporate Square -- -- -- -- 1981 5-40 yrs. Dadeland Towers North -- -- -- -- 1972 5-40 yrs. Debartolo Land 1,727 -- 1,727 -- N/A N/A Highwoods Court at Doral -- -- -- -- 1987 5-40 yrs. The 1800 Eller Drive -- 10,215 10,215 573 1983 5-40 yrs. Building Emerald Hills Plaza I -- -- -- -- 1979 5-40 yrs. Emerald Hills Plaza II -- -- -- -- 1979 5-40 yrs. Gulf Atlantic Center -- -- -- -- 1986 5-40 yrs. Horizon One -- -- -- -- 1985 5-40 yrs. Highwoods Park H1 -- -- -- -- 1984 5-40 yrs. Highwoods Park H2 -- -- -- -- 1984 5-40 yrs. Highwoods Park A -- -- -- -- 1984 5-40 yrs. Highwoods Park B -- -- -- -- 1984 5-40 yrs. Highwoods Park C -- -- -- -- 1984 5-40 yrs. Highwoods Park D -- -- -- -- 1984 5-40 yrs. Highwoods Park E -- -- -- -- 1984 5-40 yrs. Highwoods Park F -- -- -- -- 1984 5-40 yrs. Highwoods Park G -- -- -- -- 1984 5-40 yrs. Highwoods Park J -- -- -- -- 1984 5-40 yrs. Highwoods Park L -- -- -- -- N/A N/A Highwoods Park M -- -- -- -- 1984 5-40 yrs. Highwoods Park N -- -- -- -- 1984 5-40 yrs. Highwoods Park P -- -- -- -- 1984 5-40 yrs. Palm Beach Gardens Office -- -- -- -- 1984 5-40 yrs. Park Pine Island Commons -- -- -- -- 1985 5-40 yrs. Sheraton Design Center -- -- -- -- 1982 5-40 yrs. Sunset Station Plaza -- -- -- -- 1984 5-40 yrs. Venture Corporate Center I -- -- -- -- 1982 5-40 yrs. Venture Corporate -- -- -- -- 1982 5-40 yrs. Center II Venture Corporate -- -- -- -- 1982 5-40 yrs. Center III Tampa, FL 5400 Gray Street 350 300 650 17 1973 5-40 yrs. Anchor Glass 1,281 11,034 12,315 548 1988 5-40 yrs. Atrium 1,352 11,039 12,391 790 1989 5-40 yrs. 7201 - 7243B Bryan Dairy -- -- -- -- 1988 5-40 yrs. 7245 - 7279 Bryan Dairy -- -- -- -- 1987 5-40 yrs. Benjamin Center #7 -- -- -- -- 1991 5-40 yrs. Benjamin Center #9 -- -- -- -- 1989 5-40 yrs. Brandywine I -- -- -- -- 1984 5-40 yrs. Brandywine II -- -- -- -- 1984 5-40 yrs. Bayshore Place 2,248 10,485 12,733 428 1990 5-40 yrs. Bay View 1,304 6,082 7,386 301 1982 5-40 yrs. Bay Vista Garden Center 447 4,788 5,235 226 1982 5-40 yrs. Bay Vista Garden Center II 1,462 7,381 8,843 466 1997 5-40 yrs. Bay Vista Office Center 935 4,649 5,584 300 1982 5-40 yrs. Bay Vista Retail Center 283 1,158 1,441 58 1987 5-40 yrs. Countryside Place 843 3,845 4,688 185 1988 5-40 yrs.
F-42
Cost Capitalized Subsequent Initial Cost to Acquisition ----------------------- -------------------------- 1999 Building & Building & Description Encumbrance Land Improvements Land Improvements - ------------------------------ -------------- -------- -------------- ----------- -------------- Clearwater Point -- 317 1,531 -- 38 Cross Bayou -- 468 2,997 (468) (2,997) Crossroads Office Center -- 561 3,342 (561) (3,342) Clearwater Tower -- 1,601 5,955 (1,601) (5,955) Cypress Center Land -- 1,410 -- -- -- Cypress Commons -- 1,211 11,488 -- -- Cypress Center I Cigna -- 3,171 12,635 -- -- Cypress Center III -- 1,190 7,690 -- -- Cypress West 2,085 615 4,988 -- 216 Brookwood Day Care -- 61 347 -- 24 Center Expo Building -- 171 969 -- 21 Interstate Corporate Center -- 1,412 5,647 (1,412) (5,647) Feathersound II 2,261 800 7,282 -- 355 Fireman's Fund Building -- 500 4,107 -- 95 Fireman's Fund Land -- 1,000 -- -- -- Grand Plaza (Office) -- 1,100 7,676 (1,100) (7,676) Grand Plaza (Retail) -- 840 10,647 (840) (10,647) Federated -- 6,028 -- -- -- Horizon Office Building (2) -- 6,114 -- 144 Highwoods Preserve I -- -- 2,268 -- -- Highwoods Preserve III -- -- 1,524 -- -- Highwoods Preserve Land 3,300 3,743 -- -- -- IBP 8302 Laurel Fair Circle -- 63 595 (63) (595) IBP 8306 Laurel Fair Circle -- 102 968 (102) (968) IBP 8308 Laurel Fair Circle -- 118 1,087 (118) (1,087) IBP 4510 Oakfair Blvd -- 118 1,110 (118) (1,110) IBP 4514 Oakfair Blvd -- 71 366 (71) (366) IBP 4520 Oakfair Blvd -- 173 1,621 (173) (1,621) IBP 4524 Oakfair Blvd -- 141 1,329 (141) (1,329) IBP Land -- 3,781 -- (3,781) -- Idlewild -- 623 3,859 (623) (3,859) Lakepointe II Office (2) 2,000 20,376 -- -- Building Lakeside (2) -- 7,272 -- 76 Lakepointe I (2) 2,100 31,390 -- 458 Lakeside Technology -- 1,325 8,084 (1,325) (8,084) Center Mariner Square -- 650 2,821 (650) (2,821) Marathon I -- 215 1,059 (215) (1,059) Marathon II -- 215 1,049 (215) (1,049) Northside Square Office (7) 601 3,601 -- 99 Building Northside Square Retail (7) 800 2,808 -- 43 Building Parkside (2) -- 9,193 -- 254 Sabal Pavilion - Phase I -- 660 8,633 -- -- Sabal Pavilion - Phase II -- 661 -- -- -- Pavillion Office Building (2) -- 16,022 -- 278 Pavilion Parking Garage -- -- 5,541 -- -- Park Place -- 1,508 -- -- -- USF&G -- 1,366 7,742 -- 1,370 Registry I -- 744 4,216 -- 283 Registry II -- 908 5,147 -- 219 Registry Square -- 344 1,951 -- 101 Rocky Point Land -- 3,484 -- -- -- Sabal Business Center I -- 375 2,127 -- 124 Sabal Business Center II -- 342 1,935 -- 134 Sabal Business Center III -- 290 1,642 -- 41 Sabal Business Center IV -- 819 4,638 -- 39 Sabal Business Center V -- 1,026 5,813 -- 77 Sabal Business Center VI -- 1,609 9,116 -- 196 Sabal Business Center VII -- 1,519 8,605 -- 32 Sabal Lake Building -- 572 3,241 -- 147 Sabal Industrial Park Land -- 301 -- -- -- Sabal Park Plaza -- 611 3,460 -- 379 Sabal Tech Center -- 548 3,107 -- 92 Gross Amount at Which Carried at Close of Period Life on --------------------------------- Which Building & Accumulated Date of Depreciation Description Land Improvements Total Depreciation Construction is Computed - ------------------------------ -------- -------------- --------- -------------- -------------- ------------- Clearwater Point 317 1,569 1,886 75 1981 5-40 yrs. Cross Bayou -- -- -- -- 1982 5-40 yrs. Crossroads Office Center -- -- -- -- 1981 5-40 yrs. Clearwater Tower -- -- -- -- 1990 5-40 yrs. Cypress Center Land 1,410 -- 1,410 -- N/A N/A Cypress Commons 1,211 11,488 12,699 352 1985 5-40 yrs. Cypress Center I Cigna 3,171 12,635 15,806 460 1982 5-40 yrs. Cypress Center III 1,190 7,690 8,880 111 1983 5-40 yrs. Cypress West 615 5,204 5,819 312 1985 5-40 yrs. Brookwood Day Care 61 371 432 32 1986 5-40 yrs. Center Expo Building 171 990 1,161 84 1981 5-40 yrs. Interstate Corporate Center -- -- -- -- 1981 5-40 yrs. Feathersound II 800 7,637 8,437 469 1986 5-40 yrs. Fireman's Fund Building 500 4,202 4,702 249 1982 5-40 yrs. Fireman's Fund Land 1,000 -- 1,000 -- N/A N/A Grand Plaza (Office) -- -- -- -- 1985 5-40 yrs. Grand Plaza (Retail) -- -- -- -- 1985 5-40 yrs. Federated 6,028 -- 6,028 -- N/A N/A Horizon Office Building -- 6,258 6,258 359 1980 5-40 yrs. Highwoods Preserve I -- 2,268 2,268 -- 1999 5-40 yrs. Highwoods Preserve III -- 1,524 1,524 -- 1999 5-40 yrs. Highwoods Preserve Land 3,743 -- 3,743 -- N/A N/A IBP 8302 Laurel Fair Circle -- -- -- -- 1987 5-40 yrs. IBP 8306 Laurel Fair Circle -- -- -- -- 1987 5-40 yrs. IBP 8308 Laurel Fair Circle -- -- -- -- 1987 5-40 yrs. IBP 4510 Oakfair Blvd -- -- -- -- 1987 5-40 yrs. IBP 4514 Oakfair Blvd -- -- -- -- 1987 5-40 yrs. IBP 4520 Oakfair Blvd -- -- -- -- 1987 5-40 yrs. IBP 4524 Oakfair Blvd -- -- -- -- 1987 5-40 yrs. IBP Land -- -- -- -- N/A N/A Idlewild -- -- -- -- 1981 5-40 yrs. Lakepointe II Office 2,000 20,376 22,376 78 1999 5-40 yrs. Building Lakeside -- 7,348 7,348 406 1978 5-40 yrs. Lakepointe I 2,100 31,848 33,948 1,777 1986 5-40 yrs. Lakeside Technology -- -- -- -- 1984 5-40 yrs. Center Mariner Square -- -- -- -- 1973 5-40 yrs. Marathon I -- -- -- -- 1997 5-40 yrs. Marathon II -- -- -- -- 1987 5-40 yrs. Northside Square Office 601 3,700 4,301 184 1986 5-40 yrs. Building Northside Square Retail 800 2,851 3,651 141 1986 5-40 yrs. Building Parkside -- 9,447 9,447 524 1979 5-40 yrs. Sabal Pavilion - Phase I 660 8,633 9,293 231 1998 5-40 yrs. Sabal Pavilion - Phase II 661 -- 661 -- N/A N/A Pavillion Office Building -- 16,300 16,300 904 1982 5-40 yrs. Pavilion Parking Garage -- 5,541 5,541 28 1999 5-40 yrs. Park Place 1,508 -- 1,508 -- N/A N/A USF&G 1,366 9,112 10,478 1,002 1988 5-40 yrs. Registry I 744 4,499 5,243 407 1985 5-40 yrs. Registry II 908 5,366 6,274 504 1987 5-40 yrs. Registry Square 344 2,052 2,396 169 1988 5-40 yrs. Rocky Point Land 3,484 -- 3,484 -- N/A N/A Sabal Business Center I 375 2,251 2,626 178 1982 5-40 yrs. Sabal Business Center II 342 2,069 2,411 192 1984 5-40 yrs. Sabal Business Center III 290 1,683 1,973 140 1984 5-40 yrs. Sabal Business Center IV 819 4,677 5,496 385 1984 5-40 yrs. Sabal Business Center V 1,026 5,890 6,916 487 1988 5-40 yrs. Sabal Business Center VI 1,609 9,312 10,921 765 1988 5-40 yrs. Sabal Business Center VII 1,519 8,637 10,156 718 1990 5-40 yrs. Sabal Lake Building 572 3,388 3,960 322 1986 5-40 yrs. Sabal Industrial Park Land 301 -- 301 -- N/A N/A Sabal Park Plaza 611 3,839 4,450 529 1987 5-40 yrs. Sabal Tech Center 548 3,199 3,747 258 1989 5-40 yrs.
F-43
Cost Capitalized Subsequent Initial Cost to Acquisition ------------------------- ---------------------------- 1999 Building & Building & Description Encumbrance Land Improvements Land Improvements - -------------------------- ------------- ---------- -------------- ------------- -------------- Summit Executive Centre -- 579 2,749 -- 1 Spectrum (2) 1,450 14,173 -- 268 Starkey Road Center -- 383 2,163 (383) (2,163) Turtle Creek 4900 -- 188 1,353 (188) (1,353) Creekside Dr Turtle Creek 4902 -- 72 514 (72) (514) Creekside Dr Turtle Creek 4904 -- 41 298 (41) (298) Creekside Dr Turtle Creek 4906 -- 75 541 (75) (541) Creekside Dr Turtle Creek 4908 -- 124 885 (124) (885) Creekside Dr Turtle Creek 4910 -- 171 1,223 (171) (1,223) Creekside Dr Turtle Creek 4911 -- 200 1,434 (200) (1,434) Creekside Dr Turtle Creek 4912 -- 29 211 (29) (211) Creekside Dr Turtle Creek 4914 -- 65 464 (65) (464) Creekside Dr Telecom Technology -- 1,250 11,224 (1,250) (11,224) Center Tower Place -- 3,194 18,098 -- 753 Westshore Square 2,893 1,130 5,155 -- 176 REO Building -- 795 4,484 -- 165 Ft. Myers, FL Sunrise Office Center -- 422 3,478 (422) (3,503) ----- ------ ------ ------- 784,277 3,445,396 (117,294) (344,145) ======= ========= ======== ======== Gross Amount at Which Carried at Close of Period Life on --------------------------------------- Which Building & Accumulated Date of Depreciation Description Land Improvements Total Depreciation Construction is Computed - -------------------------- ---------- -------------- ------------- -------------- -------------- ------------- Summit Executive Centre 579 2,750 3,329 130 1988 5-40 yrs. Spectrum 1,450 14,441 15,891 799 1984 5-40 yrs. Starkey Road Center -- -- -- -- 1980 5-40 yrs. Turtle Creek 4900 -- -- -- -- 1985 5-40 yrs. Creekside Dr Turtle Creek 4902 -- -- -- -- 1985 5-40 yrs. Creekside Dr Turtle Creek 4904 -- -- -- -- 1985 5-40 yrs. Creekside Dr Turtle Creek 4906 -- -- -- -- 1985 5-40 yrs. Creekside Dr Turtle Creek 4908 -- -- -- -- 1985 5-40 yrs. Creekside Dr Turtle Creek 4910 -- -- -- -- 1985 5-40 yrs. Creekside Dr Turtle Creek 4911 -- -- -- -- 1985 5-40 yrs. Creekside Dr Turtle Creek 4912 -- -- -- -- 1985 5-40 yrs. Creekside Dr Turtle Creek 4914 -- -- -- -- 1985 5-40 yrs. Creekside Dr Telecom Technology -- -- -- -- 1991 5-40 yrs. Center Tower Place 3,194 18,851 22,045 1,644 1988 5-40 yrs. Westshore Square 1,130 5,331 6,461 249 1976 5-40 yrs. REO Building 795 4,649 5,444 261 1983 5-40 yrs. Ft. Myers, FL Sunrise Office Center -- (25) (25) -- 1974 5-40 yrs. ----- ------ ------ ----- 666,983 3,101,251 3,768,234 237,979 ======= ========= ========= =======
- -------- (1) These assets are pledged as collateral for a $5,485,000 first mortgage loan. (2) These assets are pledged as collateral for a $42,167,000 first mortgage loan. (3) These assets are pledged as collateral for an $46,238,000 first mortgage loan. (4) These assets are pledged as collateral for a $29,914,000 first mortgage loan. (5) These assets are pledged as collateral for a $4,681,000 first mortgage loan. (6) These assets are pledged as collateral for a $8,261,000 first mortgage loan. (7) These assets are pledged as collateral for a $1,634,000 first mortgage loan. (8) These assets are pledged as collateral for a $3,105,000 first mortgage loan. (9) These assets are pledged as collateral for a $69,063,000 first mortgage loan. (10) These assets are pledged as collateral for a $14,039,000 first mortgage loan. (11) These assets are pledged as collateral for a $188,051,000 first mortgage loan. (12) Reflects land transferred to Hewlett Packard property, Inacom property, Two AirPark East property, AirPark East-Simplex property and Two Airpark East. (13 Reflects land transferred to Concourse Center 1 and Concourse Center 2 Land in progress and Land Held for Development. (14) Reflects land sale. (15) Reflects land transferred to Situs 1 and Situs 2. (16) Reflects land transferred to Red Oak at Highwoods. (17) Reflects land transferred to Highwoods Centre and Sycamore. (18) Transferred to Land In Progress Account. (19) Reflects land transferred to Grassmere I. F-44 (20) Reflects transfer of land to Lakeview Ridge II and Lakeview Ridge III, and sale of 3.35 acres of land. (21) Reflects Transfer of land to Highwoods Common. (22) Transferred land to Newpoint Place. (23) Sold 9.61 acres in 1999. The aggregate cost for Federal Income tax purposes was approximately $3,125,842,307. F-45 HIGHWOODS PROPERTIES, INC. NOTE TO SCHEDULE III (in thousands) As of December 31, 1999, 1998 and 1997 A summary of activity for real estate and accumulated depreciation is as follows:
December 31, ----------------------------------------------- 1999 1998 1997 -------------- -------------- ------------- Real Estate: Balance at beginning of year ........................ $4,025,472 $2,603,410 $1,390,079 Additions: Acquisitions, development and improvements ......... 507,475 1,447,637 1,216,687 Cost of real estate sold ............................ (764,713) (25,575) (3,356) ---------- ---------- ---------- Balance at close of year (a) .......................... $3,768,234 $4,025,472 $2,603,410 ========== ========== ========== Accumulated Depreciation: Balance at beginning of year ........................ $ 167,989 $ 86,062 $ 42,194 Depreciation expense ................................ 99,386 83,462 44,002 Real estate sold .................................... (29,396) (1,535) (134) ---------- ---------- ---------- Balance at close of year (b) ........................ $ 237,979 $ 167,989 $ 86,062 ========== ========== ========== - ---------- (a) Reconciliation of total cost to balance sheet caption at December 31, 1999, 1998 and 1997: 1999 1998 1997 ---------- ---------- ---------- Total per schedule III ................................ $3,768,234 $4,025,472 $2,603,410 Construction in progress exclusive of land included in Schedule III .................... 186,925 189,465 95,387 Furniture, fixtures and equipment ..................... 7,917 7,693 3,362 Property held for sale ................................ (51,603) (129,166) -- ---------- ---------- ---------- Total real estate assets at cost ...................... $3,911,473 $4,093,464 $2,702,159 ========== ========== ========== (b) Reconciliation of total accumulated depreciation to balance sheet caption at December 31, 1999, 1998 and 1997: 1999 1998 1997 ---------- ---------- ---------- Total per schedule III ................................ $ 237,979 $ 167,989 $ 86,062 Accumulated depreciation -- furniture, fixtures and equipment ........................................... 2,799 3,953 1,443 Property held for sale ................................ (2,643) (2,670) -- ---------- ---------- ---------- Total accumulated depreciation ........................ $ 238,135 $ 169,272 $ 87,505 ========== ========== ==========
F-46 EX-10.21 2 1999 SHAREHOLDER VALUE PLAN EXHIBIT 10.21 HIGHWOODS PROPERTIES, INC. 1999 SHAREHOLDER VALUE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN: DEFINITIONS The name of the plan is the Highwoods Properties, Inc. 1999 Shareholder Value Plan (the "Plan"). The purpose of the Plan is to further align the interests of the officers of Highwoods Properties, Inc. (the "Company") and its Subsidiaries upon whose judgement, initiative and efforts the Company largely depends for the successful conduct of its business with those of the Company and its shareholders. The Plan provides that those officers selected by the Committee shall be allowed to participate in a long term incentive plan which rewards them only upon the Company's achieving shareholder returns at or above that of the Company's peers, thereby stimulating their efforts on the Company's behalf and strengthening their desire to remain with the Company. The following terms shall be defined as set forth below: "ACT" means the Securities Exchange Act of 1934, as amended. "AGREEMENT" shall mean the written agreement, substantially in the form of Exhibit B attached hereto, evidencing an Award hereunder between the Company and the recipient of such Award. "AWARD" or "AWARDS" means a grant of an SVP Award. "BOARD" means the Board of Directors of the Company. "CAUSE" means and shall be limited to a vote of the Board resolving that the participant should be dismissed as a result of (i) any material breach by the participant of any agreement to which the participant and the Company are parties, (ii) any act (other than retirement) or omission to act by the participant which may have a material and adverse effect on the business of the Company or any Subsidiary or on the participant's ability to perform services for the Company or any Subsidiary, including, without limitation, the commission of any crime (other than ordinary traffic violations), or (iii) any material misconduct or neglect of duties by the participant in connection with the business or affairs of the Company or any Subsidiary. "CHANGE OF CONTROL" is defined in Section 10. "CODE" means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations. "COMMITTEE" means the Board or any Committee of the Board referred to in Section 2. "DISABILITY" means disability as set forth in Section 22(e)(3) of the Code. "EFFECTIVE DATE" means January 1, 1999. 1 "FAIR MARKET VALUE" means the last reported sale price at which a share of common stock in a given company is traded on any given date or, if no such shares are traded on such date, on the next most recent date on which such shares were traded, as reflected on the New York Stock Exchange or, if applicable, any other national stock exchange on which such shares are traded. "NON-EMPLOYEE DIRECTOR" means a director who is qualified as such under Rule 16b-3(b)(3) promulgated under the Act or any successor definition under the Act. "PEER GROUP" shall mean that list of companies as determined from time to time by the Committee and as listed on Exhibit C attached hereto. The component members of the Peer Group may be changed from time to time in the reasonable discretion of the Committee. "PERFORMANCE MEASURES" shall mean the criteria and objectives, established by the Committee, which shall be satisfied or met during the applicable Plan Period as a condition to the holder's receipt of an SVP Award. Such criteria and objectives shall include the attainment by a Share of a specified Shareholder Return (including dividends). The Committee may, in its reasonable discretion, amend or adjust the Performance Measures or other terms and conditions of an outstanding award in recognition of unusual or nonrecurring events affecting the Company or its financial statements or changes in law or accounting principles. If the Committee consists solely of "outside directors" (within the meaning of Section 162(m) of the Code and the regulations promulgated thereunder) and the Committee desires that compensation payable pursuant to any award subject to Performance Measures shall be "qualified performance-based compensation" within the meaning of Section 162(m) of the Code, the Performance Measures (i) shall be established by the Committee no later than the end of the first quarter of the Plan Period, as applicable (or such other time permitted pursuant to Treasury Regulations promulgated under Section 162(m) of the Code or otherwise permitted by the Internal Revenue Service) and (ii) shall satisfy all other applicable requirements imposed under Treasury Regulations promulgated under Section 162(m) of the Code, including the requirement that such Performance Measures be stated in terms of an objective formula or standard. "PLAN PERIOD" shall mean any period designated by the Committee for which the Performance Measures shall be calculated, but generally, shall refer to the three (3) year period beginning on each January 1. "SHARE" or "SHARES" means one or more, respectively, of the Company's shares of common stock, par value $.01 per share, subject to adjustments pursuant to Section 3. 2 "SHAREHOLDER RETURN" shall mean as to the common stock of any applicable company the percentage determined by dividing (x) the fair Market Value of a share of such stock at the end of the Plan Period plus all dividends or distributions paid with respect to such share during the Plan Period and assuming reinvestment in such shares of all such dividends or distributions, adjusted to give effect to Section 3 of the Plan, by (y) the Fair Market Value of a share of stock of the applicable company on its last trading day immediately preceding the first day of the Plan Period. "SHAREHOLDER VALUE PLAN AWARD" OR "SVP AWARD" shall mean a right stated as a grant of SVP Units to receive cash or other consideration as provided hereby, contingent upon the attainment of specified Shareholder Returns of the Company as compared to Shareholder Returns of the Peer Group within the Plan Period. "SUBSIDIARY" means Highwoods Realty Limited Partnership and any corporation or other entity (other than the Company) in any unbroken chain of corporations or other entities, beginning with the Company, if each of the corporations or entities (other than the last corporation or entity in the unbroken chain) owns stock or other interests possessing 50% or more of the economic interest or the total combined voting power of all classes of stock or other interests in one of the other corporations or entities in the chain. "SVP UNIT(S)" means the units described in this Plan and in an Agreement and designated as being granted pursuant to an SVP Award. SECTION 2. ADMINISTRATION OF PLAN: COMMITTEE AUTHORITY TO SELECT PARTICIPANTS AND DETERMINE AWARDS (a) COMMITTEE. The Plan shall be administered by the Executive Compensation Committee of the Board, or any other committee of not less than two Non-Employee Directors performing similar functions, as appointed by the Board from time to time. Only Non-Employee Directors may vote with respect to transactions involving an Award. (b) POWERS OF COMMITTEE. The Committee shall have the power and authority to grant Awards consistent with the terms of the Plan, including the power and authority: (i) to select participants to whom Awards may be granted from time to time; (ii) to determine the time or times of a grant of an Award; (iii) to determine and modify the terms and conditions, including restrictions, not inconsistent with the terms of the Plan, of any Award, which terms and conditions may differ among individual Awards and participants, and to approve the form of written instruments evidencing the Awards; (iv) to accelerate the vesting of all or any portion of any Award; (v) to extend the period in which an Award may be settled; 3 (vi) to determine whether, to what extent, and under what circumstances amounts payable with respect to an Award shall be deferred, whether automatically or at the election of the participant, and whether and to what extent the Company shall pay or credit amounts constituting dividends or deemed dividends on such deferrals; and (vii) to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any Awards (including related written instruments); to make all determinations it deems advisable for the administration of the Plan; to decide all disputes arising in connection with the Plan; and to otherwise supervise the administration of the Plan. All decisions and interpretations of the Committee shall be binding on all persons, including the Company and Plan participants SECTION 3. MERGERS; SUBSTITUTIONS STOCK DIVIDENDS, MERGERS, ETC. In the event of any stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or similar dividend affecting either the Company or a company included in the Peer Group, the terms of the Plan shall be appropriately adjusted by the Committee. The decision of the Committee regarding any such adjustment shall be final, binding and conclusive. SECTION 4. ELIGIBILITY Participants in the Plan will be such full or part-time officers of the Company and its Subsidiaries who are responsible for or contribute to the management, growth, or profitability of the Company and its Subsidiaries and whom are selected from time to time by the Committee, in its sole discretion. SECTION 5. SHAREHOLDER VALUE PLAN AWARDS (a) SHAREHOLDER VALUE PLAN AWARDS. The Committee may, in its discretion, grant SVP Awards to such eligible persons as may be selected by the Committee. (b) TERMS OF SVP AWARDS. SVP Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall in its discretion deem advisable: (i) GRANT OF SVP AWARDS. An SVP Award may be granted by the Committee. The Plan Period and Performance Measure of an SVP Award also shall be as designated by the Committee. 4 (ii) VESTING AND FORFEITURE. The Agreement relating to an SVP Award shall provide, in the manner determined by the Committee in its discretion and subject to the provisions of this Plan, for the vesting of such award if specified Performance Measure(s) are satisfied or met during the specified Plan Period, and for the forfeiture of such award if specified Performance Measure(s) are not satisfied or met during the specified Plan Period. (iii) VALUATION OF SVP AWARDS. (a) At the date of grant of an SVP Award, each SVP Unit shall have a stated value of $1,000. (b) The settlement value of an SVP Unit (the "Value") shall be based upon the relative percentage of Shareholder Return for a Share compared to the Shareholder Return of the shares in the Peer Group. The Value shall be determined as follows: If the Company's Shareholder Return for the Plan Period divided by the Shareholder Return of the Peer Group (such result being termed the "Index Ratio") as of the measurement date equals or exceeds 1.00, then the Value of an SVP Unit will be equal to $1,000 times the sum of .5 plus .025 for each percentage point that the Index Ratio (expressed in percentage points) exceeds 100. In no event, however, shall the Value of an SVP exceed $3,000. If the Index Ratio is less than 1.00, then an SVP Unit shall have a Value equal to $0. An example of the computation of the Value of an SVP Unit is attached at Exhibit A. (iv) SETTLEMENT OF VESTED SVP AWARDS. Except as provided at paragraph 5(c)(i) below for certain terminations of employment requiring a cash settlement, vested SVP Awards shall be settled, at the election of the participant, in (x) cash, (y) Shares at 90% of the 20-day trailing average as of the end of the applicable Plan Period, or (z) a reduction in the exercise price of any stock option granted to the participant and unexercised as of the Settlement Date. The Settlement Date shall be established by the Company so long as such Settlement Date occurs no later than ninety (90) days following the expiration of the applicable Plan Period. The participant's election allowed under this paragraph as to method of settlement shall be the last such election filed no later than one (1) year prior to the end of the Plan Period. Except to the extent otherwise provided in the Agreement relating to an SVP Award, in the event of a Change of Control the Plan Period shall expire and the Performance Measure shall be computed through such date and the applicable SVP Award shall forthwith be settled on the first business day immediately following such Change of Control. (c) TERMINATION OF EMPLOYMENT OR SERVICE. 5 (i) DISABILITY, DEATH AND INVOLUNTARY TERMINATION WITHOUT CAUSE. Except to the extent otherwise set forth in the Agreement relating to an SVP Award, if the employment of a participant is terminated by reason of Disability, death or involuntary termination by the Company without Cause, the Plan Period with respect to any SVP Award held by such participant shall terminate, the Performance Measure shall be computed through such date, the Value shall be determined and pro rated to reflect the portion of the Plan Period completed prior to the date of termination of employment and the applicable SVP Award shall be settled in cash as soon as practicable following the termination but not later then the tenth day thereafter. (ii) OTHER TERMINATION. Except to the extent otherwise set forth in the Agreement relating to an SVP Award, if the participant's employment with the Company terminates for any reason other than Disability, death, or involuntary termination by the Company without Cause, then the Plan Period for such SVP Award shall be deemed to end on the date of such termination, no Performance Measure shall be recognized or deemed attained, satisfied or met, and the holder's SVP Award shall be forfeited to and canceled by the Company. SECTION 6. TAX WITHHOLDING PAYMENT BY PARTICIPANT. Each participant shall, not later than the date as of which the Value of an Award or amounts received hereunder first becomes includable in the gross income of the participant for federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of any federal, state, or local taxes of any kind required by law to be withheld with respect to such income. SECTION 7. TRANSFER, LEAVE OF ABSENCE, ETC. For purposes of the Plan, the following events shall not be deemed a termination of employment: (a) a transfer to the employment of the Company from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another; or (b) an approved leave of absence for military service or sickness, or for any other purposes approved by the Company, if the employee's right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Committee otherwise so provides in writing. SECTION 8. AMENDMENTS AND TERMINATION 6 The Board may, at any time, amend or discontinue the Plan and the Committee may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in law without the consent of any participant. No amendment, however, may impair the rights of a holder of an outstanding Award without the consent of such holder. SECTION 9. STATUS OF PLAN With respect to the portion of any Award which has not been exercised and any payments of consideration not received by a participant, a participant shall have no rights greater than those of a general creditor of the Company unless the Committee shall otherwise expressly determine in connection with any Award or Awards. In its sole discretion, the Committee may authorize the creation of trusts or other arrangements to meet the Company's obligations to deliver Shares or make payments with respect to Awards hereunder, provided that the existence of such trusts or other arrangements is consistent with the provisions of the foregoing sentence. SECTION 10. CHANGE OF CONTROL PROVISIONS Upon the occurrence of a Change of Control as defined in this Section 10: (a) The Plan Period for SVP Awards will expire, the Performance Measures will be computed through the date of such Change of Control, the Value shall be determined and pro rated to reflect the portion of the Plan Period completed prior to the date of the Change of Control and the applicable SVP Award shall be settled on the date of such Change in Control. (b) "CHANGE OF CONTROL" shall mean the occurrence of any one of the following events: (i) any "PERSON," as such term is used in Section 13(d) and 14(d) of the Act (other than the Company, any of its Subsidiaries, any trustee, fiduciary or other person or entity holding securities under any employee benefit plan of the Company or any of its Subsidiaries), together with all "affiliates" and "associates" (as such terms are defined in Rule 12b-2 under the Act) of such person, shall become the "beneficial owner" (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 40% or more of either (A) the combined voting power of the Company's then outstanding securities having the right to vote in an election of the Company's Board of Directors ("Voting Securities") or (B) the then outstanding Shares (in either such case other than as a result of acquisition of securities directly from the Company); or (ii) persons who, as of May 1, 1999, constitute the Company's Board of Directors (the "Incumbent Directors") cease for any reason, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board, provided that any person becoming a director of the Company subsequent to May 1, 1999 whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors shall, for purposes of this Plan, be considered an Incumbent Director; or 7 (iii) the stockholders of the Company shall approve (A) any consolidation or merger of the Company or any Subsidiary where the stockholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, shares representing in the aggregate 50% of the voting shares of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), (B) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by an party as a single plan) of all or substantially all of the assets of the Company or (C) any plan or proposal for the liquidation or dissolution of the Company. Notwithstanding the foregoing, a "Change of Control" shall not be deemed to have occurred for purposes of the foregoing clause (i) solely as the result of an acquisition of securities by the Company which, by reducing the number of Shares or other voting securities outstanding, increases (x) the proportionate number of Shares beneficially owned by any person to 40% or more of the Shares then outstanding or (y) the proportionate voting power represented by the voting securities beneficially owned by any person to 40% or more of the combined voting power of all then outstanding voting securities; PROVIDED, HOWEVER, that if any person referred to in clause (x) or (y) of this sentence shall thereafter become the beneficial owner of any additional Shares or other voting securities (other than pursuant to a stock split, stock dividend, or similar transaction), then a "Change of Control" shall be deemed to have occurred for purposes of the foregoing clause (i). SECTION 11. EFFECTIVE DATE OF PLAN This Plan became effective on January 1, 1999. SECTION 12. GOVERNING LAW This Plan shall be governed by North Carolina law except to the extent such law is preempted by federal law. 8 SHAREHOLDER VALUE PLAN DETERMINATION OF SETTLEMENT VALUE - EXAMPLE EXHIBIT A 1) FAIR MARKET VALUE AT 1/1/99: HIGHWOODS $ 25.00 PEER GROUP (TOTAL) $1,200.00 2) DIVIDENDS PER SHARE DURING PLAN PERIOD: HIGHWOODS $ 8.00 PEER GROUP (TOTAL) $ 234.00 3) FAIR MARKET VALUE AT END OF PLAN PERIOD: HIGHWOODS $ 43.00 PEER GROUP $1,920.00 4) SHAREHOLDER RETURN: HIGHWOODS: DIVIDENDS $ 8.00 RETURN ON DIVIDENDS* .75 FMV-ENDING 43.00 --------- 51.75 (divided by) = 2.07 FMV- BEGINNING 25.00 PEER GROUP: DIVIDENDS $ 243.00 RETURN ON DIVIDENDS* 18.05 FMV- ENDING 1,920.00 -------- 2,181.05 (divided by) = 1.82 FMV- BEGINNING 1,200.00 5) INDEX RATIO: HIGHWOODS SHAREHOLDER RETURN 2.07 (divided by) = 1.14 PEER GROUP SHAREHOLDER RETURN 1.82 9 6) VALUE OF AN SVP UNIT: SINCE THE INDEX RATIO EXCEEDS 1.00, THE VALUE OF AN SVP UNIT IS EQUAL TO $1,000, THE STATED VALUE OF A UNIT, TIMES THE SUM OF .5 + (.025 TIMES THE INDEX RATIO IN PERCENTAGE POINTS LESS 100), OR STATED VALUE OF AN SVP UNIT $1,000 .5 + (.025) (114-100) = .850 -------- VALUE $ 850 ======= 10 EXHIBIT C PEER GROUP 11 EX-23 3 EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (Form S-3 Nos. 333-39247, 333-51671-01, 333-51759 and 333-61913, and Form S-8 Nos. 333-12117, 333-29759, 333-29763 and 333-55901) and related Prospectuses of Highwoods Properties, Inc. and in the Registration Statement (Form S-3 No. 333-51671) and related Prospectus of Highwoods Realty Limited Partnership of our report dated February 18, 2000 with respect to the consolidated financial statements and schedule of Highwoods Properties, Inc. included in the Annual Report (Form 10-K) for the year ended December 31, 1999. /s/ ERNST & YOUNG LLP Raleigh, North Carolina March 30, 2000 EX-27 4 FDS
5 1,000 YEAR DEC-31-1999 JAN-01-1999 DEC-31-1999 36,338 0 96,984 800 0 89,895 3,911,473 238,135 4,016,197 111,945 1,766,117 0 397,500 0 1,740,635 4,016,197 564,465 584,935 174,075 286,422 22,345 0 117,134 145,434 0 145,434 0 (7,341) 0 138,093 1.72 1.71
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